2.

Financial Highlights

3.

Notice of Annual General Meeting

01

5.

General Mandate Circular

6.

Board of Directors & Corporate Information

8.

Board Chair's Statement

02

15.

Directors' report

18.

• Report on Corporate Governance

34.

• Sustainability & Social Responsibility Report

42.

Board Performance Evaluation Report

44.

Board of Directors and Company Secretary

52.

Guinness Leadership Team

03

55.

Corporate & Brand Events

04

70.

Statement of Directors' Responsibilities

71.

Report of the Statutory Audit Committee

72.

Statement of Corporate Responsibility for Financial Reports

74.

Independent Auditor's Report

80.

Statement of Financial Position

81.

Income Statement

82.

Statement of Comprehensive Income

83.

Statement of Changes in Equity

84.

Statement of Cash Flows

85.

Notes to the Financial Statement

05

144.

Statement of Value Added

145.

Five-Year Financial Summary

146.

Shareholders' Information

150.

Complaints Management Policy

153.

Guinness Nigeria Key Distributors

Proxy form

E-dividend Mandate form

1

2023 ANNUAL REPORT & FINANCIAL STATEMENTS

Financial Highlights

2023

2022

Change

=N='000

=N='000

%

Results

Revenue

229,440,861

206,822,127

11%

Profit from operating activities

23,357,684

23,900,060

(2)%

(Loss)/profit for the year

(18,168,041)

15,651,362

(216)%

Total comprehensive (loss)/income for the year (18,168,041)

15,599,736

(216)%

Declared dividend

15,639,333

1,007,576

1452%

Total equity

56,424,616

89,979,391

(37)%

Data per 50 kobo share (in kobo)

Basic and diluted earnings per share

(829)

715

(216)%

Declared dividend per share

714

46

1452%

Net assets per share

2,576

4,108

(37) %

2

2023 ANNUAL REPORT & FINANCIAL STATEMENTS

Notice of Annual General Meeting

Notice is hereby given that the 73rd Annual General Meeting of the Members of Guinness Nigeria Plc will be held at the Grand Banquet Hall, Civic Centre, Ozumba Mbadiwe Avenue, Victoria Island, Lagos State on Tuesday, 24th October 2023 at 11.00 o'clock in the forenoon

to transact the following businesses:

AGENDA

Ordinary Business

  1. To lay the Report of the Directors, the Financial Statements for the year ended 30th June 2023 and the Reports of the Independent Auditors and the Statutory Audit Committee thereon.
  2. To approve the appointments of Mr. John Musunga as an executive director; Mrs. Grainne Wafer as a non-executive director and Ms. Joan Hodgins as a non-executive director and Vice Chair of the Board of the Company.
  3. To re-elect Directors retiring by rotation.
  4. To disclose the remuneration of Managers of the Company.
  5. To authorise Directors to fix the remuneration of the Independent Auditors.
  6. To elect members of the Statutory Audit Committee.

Special Business

  1. To fix the remuneration of the Directors..
  2. To consider and, if thought fit, pass the following resolution as an ordinary resolution of the Company:
    "That, in compliance with the rules of the Nigerian Stock Exchange now known as Nigerian Exchange Limited (NGX) governing transactions with related parties or interested persons, the general mandate granted to the Company in respect of all recurrent transactions entered into with related parties
    or interested persons which are of a revenue or trading nature or are necessary for the Company's day to day operations including but not limited

to the procurement of goods and services on normal commercial terms be and is hereby renewed".

Voting by Interested persons:

In line with the provisions of Rule 20.8(h) Rules Governing Related Party Transaction of Nigerian Exchange Limited, interested persons have undertaken to ensure that their proxies, representatives, or associates shall abstain from voting on resolution 8 above.

NOTES:

  1. PROXY
    Any member of the Company entitled to attend and vote at this meeting is also entitled to appoint a proxy to attend and vote in his/her stead. A proxy need not be a member of the Company.
    A form of proxy is enclosed and if it is to be valid for the purposes of the Meeting, it must be completed, duly stamped and must be deposited at the office of the Registrar, Veritas Registrars Limited, Plot 89A, Ajose Adeogun Street, Victoria Island, Lagos not less than 48 hours before the time for holding the Meeting.
  2. CLOSURE OF REGISTER
    The Register of Members and Transfer Book will be closed from 25th September 2023 to 29th September 2023 both days inclusive for the purpose of updating the Register of Members.
  3. STATUTORY AUDIT COMMITTEE
    In accordance with Section 404(6) of the Companies and Allied Matters Act, 2020, a nomination (in writing) by any member or a

3

2023 ANNUAL REPORT & FINANCIAL STATEMENTS

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Guinness Nigeria plc published this content on 29 September 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 16 October 2023 12:20:26 UTC.