The rebranded Mr Biggs

Restaurant at Maryland

Ikeja, Lagos

Variants of New Supreme

Ice Cream and Lollies in

pouches

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2010 ANNUAL

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contents

Our Vision

Mission Statement

Corporate Strategy

Company Profile

Financial Highlights

Chairman's Statement

Notice of Meeting

Board of Directors, Professional Advisers, etc.

Statement of Directors’ Responsibility

Board of Directors

Directors' Report

Human Resource Report

Corporate Social Responsibility Report

Financial Report

Salient Performance Graphs

Report of the Independent Auditors

Report of the Audit Committee

Statement of Significant Accounting Policies

Group Value Added Statement

Group Profit And Loss Account

Group Balance Sheet

Group Statement of Cash Flows

Notes to the Financial Statements

Group Five-Year Financial Summary

Shareholders' Information

Unclaimed Dividends

4

10

19

39

41

44

8

11

12

15

17

20

25

6

45

46

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To be number one in our chosen markets, providing exceptional value to our customers.

our vision

A Library donated by CAP Plc

to St Peters Anglican Primary

School, Alausa, Ikeja, Lagos.

Pix shows the Principal of

the School flanked by the

EDCS UACN, Mr JID Dada and

the MD CAP Plc, Mrs Omolara

Elemide

Mission statementTo experience the thrill of adding value to lives and

businesses by being a superior convenience provider.

Variants of New Gala

Crunchies from UAC Foods

our strategy

To be a food-focused business with emphasis on business and market segments that offer the highest

potentials. Investment will be targeted at profitable growth and creation of shareholders’ value.

Victoria Mall Plaza

Residential Apartments

on Aboyade Cole Street,

Victoria Island, owned

by UPDC

company profile

UAC of Nigeria Plc (UAC), with over a century of operations in Nigeria, is a leading diversified, food-focused company, operating in the manufacturing, services, logistics and warehousing and real estate sectors of the economy. The Company's business portfolio includes the following Companies: UACN Property Development Company Plc (UPDC), the first Company in the real estate sector to be quoted on the Nigerian Stock Exchange; Warm Spring Waters Nigeria Limited, manufacturer of “GOSSY” Spring Water. The bottling plant is located in Ikogosi-Ekiti, Ekiti State. The Company (UACN) has majority stakes in Grand Cereals Limited, Spring Waters Nigeria Limited (SWAN) and Opticom Leasing Company Limited. UAC's interests also include Chemical and Allied Products PLC (CAP), UAC Registrars Limited and GM Nigeria Limited, a joint venture with General Motors Corporation of Detroit, USA. Following the recent pensions reforms in the country, UAC currently operates UNICO CPFA Limited, a subsidiary of the Company as a Closed Pension Fund Administrator.

As a food-focused conglomerate, UAC's growth strategy envisages the building of strong regional and international corporate partnerships in order to realize sustainable growth and business transformation. To this end, UAC has partnered with Tiger Brands of South Africa to form a new Company, UAC Foods Limited with Tiger Brands Limited holding 49% of the equity and UAC controlling 51%. The move involves UAC interests in snacks, dairies and water operations (UAC Foods, UAC Dairies and Spring Waters Nigeria Limited) being transferred to UAC Foods Limited.

The Company has re-aligned its food business architecture to unlock value in the business. The re-launch of Mr Bigg's, the leading Quick Service Restaurant chain in the country, has been well-received with trendy settings, tastier meals and a general improvement in the total offerings. The merger of UAC Franchising Division with UAC Restaurants to create a new UAC Restaurants Division has proved to be both strategic and profitable. UAC Restaurants operate leading Quick Service Restaurant brands including Mr. Bigg's, Village Kitchen, Chicken Inn, Pizza Inn, Creamy Inn and Dial-a-Delivery. UAC also operates Nando's, the Casual Dining Restaurants, in Nigeria.

Under the current leadership, UAC has demonstrated renewed resolve and drive to move from incremental business improvements to true transformation. To this end, UAC pays a great premium to its human capital and capacity development programmes through the exploration of both international and local opportunities for the employees' learning and training.

The Company's Corporate Social Responsibility programme, the Goodness League has spearheaded the move to boost education in the country through its infrastructural intervention and support for Legacy Schools across the country and the organization of the Free Weekend Classesfor final year students in secondary schools.

UAC's performance has continued to be driven by its vision “To be number one in our chosen markets, providing exceptional value to the customers.”

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financial highlights

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Group Company

2009 =N='000

2,068,8512,614,797

(725,781)

1,889,016 -

1,889,016

2,136,202

11,900,331

20,134,638

148 118

148 118

130 104

929

3,700

2010 =N='000

19,326,151

1,869,226 1,920,423 (323,031)

1,597,392 -

1,597,392

1,718,381

11,832,973

100 100

100 100

110 110

739

3,751

2009 =N='000

56,604,958

7,568,0298,076,451

(1,899,343)

6,177,108 (2,157,981)

4,019,127

6,577,629

37,486,708

482 386

314 251

130 104

3,511

3,700

2010 =N='000

52,313,682

7,037,725 7,093,521

(1,642,719)

5,450,802 (2,259,935)

3,190,867

3,972,143

36,406,000

341 341

199 199

110 110

2,848

3,751

Turnover

Profit after taxation Non-controlling interest

Capital expenditure

Earnings per share before N-CI- basic Earnings per share before N-CI - adjusted Earnings per share after N-CI - basic Earnings per share after N-CI - adjusted Proposed dividend per share (kobo) Proposed dividend per share (kobo) - adjusted

Net assets per share (kobo)

Market price per share (kobo) - daily official listing as at 31 December

Net operating profit Profit before taxation Taxation

Profit attributable to Ordinary Shareholders

Shareholders funds

chairman’s statement

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Distinguished shareholders, invited guests, ladies and gentlemen,

I am delighted to welcome you all to the 2011 Annual General Meeting of our company, UAC of Nigeria Plc. At this meeting, I will lay before you the Annual Report and Accounts for the financial year ended 31st December 2010. Please permit me to highlight the significant developments in the political and economic environment in which the company operated during the year.

OPERATING ENVIRONMENT

The first half of the year was characterised by political uncertainty arising from the Late President Yar'Adua's ill-health and attendant issues of power transfer to President Goodluck Jonathan. The situation was compounded by the Boko Haram insurgence in the North-East, the Jos crises and the spate of kidnapping in the South- East and some parts of the South-South zone of the country. These developments raised security concerns in the investment community. Capital market activities continued to be at low-key with the Securities and Exchange Commission taking measures to sanitise the market and position the Stock Exchange for a sustained future performance.

There was no significant improvement in infrastructure including power during the year. Despite huge resource allocation, the public power supply situation remains disappointing. The cost of self-generated power continued to rise in response to global crude oil prices and rising generator maintenance costs. Overall GDP growth of 7.85% was impressive in the face of continuing global economic crisis. However, it is instructive to note that whereas Agriculture, Wholesale and Retail Trade and Crude Oil and Gas Exports account for 75% of the GDP, Manufacturing accounts for below 4%. Inflation rose to as high as 15% during the year before declining to 11.8% by December. Manufacturing capacity utilisation, however, continues to decline. Credit to the private sector shrank by 5% against a benchmark target of 31.54% growth. Against this negative trend in private sector lending, credit to the Federal Government, States and Local Governments rose thereby crowding out private sector borrowing.

2010 was generally a challenging year for business in Nigeria. Let me illustrate the operational challenges faced by our businesses with the case of our UAC Restaurants Division, home to Mr. Biggs, the widest network of retail food outlets in Nigeria. Operations in the South-East, South-South and Plateau States were hampered by threats to life, general insecurity and subdued social life leading to delayed daily opening and early closing (and some days of complete shutdown) of restaurant operations. The credit crunch, insecurity and declining purchasing power led to the business failure of a number of our franchisees and a significant rise in the incidence of bad debts. Increasing power outages led to greater dependence on self-generated power. The increased costs of reduced business volumes could not be passed on to over-burdened consumers.

In the face of these challenges, your Board and Management are taking various restructuring steps to reposition the business. The impact of these measures is already being felt.

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chairman’s statement contd.

Delite Fruit Juice was introduced in the middle of the year to join the new Supreme Flavoured Milk. As these brands are entering the market at a challenging time, Management will ensure that they are adequately supported to gain market acceptance so that our investment in this area will yield appropriate returns in due course. Our Real Estate business struggled through another year of tepid demand given the associated macro-economic issues of the environment. Our paint business, however, had a spectacular year as volumes held given the differentiated quality offering of the premium Dulux brand. Our Jos-based businesses of Grand Cereals Limited and Spring Waters Nigeria Limited suffered business disruptions on account of the insecurity situation in Plateau State.During the year, the firm of KPMG was engaged to review the Group Internal Audit function and processes. The outcome of that exercise and implementation of the recommendations should enable Internal Audit to perform a more strategic role and strengthen corporate governance in our Company.

COMPANY PERFORMANCEThe Group achieved a Turnover of N52.3 billion (2009 N56.6 billion), a decline of 7.6% and Profit Before Taxation of N7.0 billion (2009 N8.08 billion) representing 12.2% decline. Profit after Tax and Non-Controlling Interest stood at N3.2 billion.

DIVIDENDOn the basis of these results, the Board of Directors recommends for your approval the sum of N1,760.79 million to be paid out as dividend, representing N1.10 for every 50k share held. The dividend will be subjected to the deduction of appropriate withholding tax at the time of payment.

2011 OUTLOOK Expected global economic recovery combined with increasing government spend and local and foreign direct investment in critical sectors should lead to economic advancement going forward. Public Private Partnership (PPP) initiatives at State and Federal Government levels should improve the state of infrastructure in the country. The 140% increase in minimum wage to N18,000, rising commodity prices and other planned economic measures could lead to higher levels of inflation and interest rates.

Overall outlook is that liquidity and consumer spending should improve with positive impact on businesses. With the passage of the AMCON Act, the Central Bank of Nigeria needs to urgently resolve outstanding issues in the financial sector so that the sector can actively play its intermediation role in the economy. It is envisaged that post election, office holders in government at all levels will settle down and give adequate attention to governance and the economy going forward.

At the Extraordinary General Meeting of 17th December 2010, you approved the restructuring of our company and the alliance with Tiger Brands Limited of South Africa with respect to our businesses in Spring Waters Nigeria Limited, UAC Foods Division and UAC Dairies Division. Negotiations with Tiger Brands have been concluded and the business of UAC Foods Limited is already receiving the required support from both partners.

On your behalf, I appeal to government at all levels, community leaders, religious leaders and, indeed, all stakeholders to find a lasting solution to the lingering Jos crises. Operational performance of our significant investments in that location- Grand Cereals Limited and Spring waters Nigeria Limited along with those of our other business units - continue to be adversely affected by the sad developments in that state. Despite the decline in 2010 operating profits, we have closed the year with a stronger cash position; we are poised to invest significantly in the restructured operations and our other business areas. We are confident that the various measures taken and the anticipated improved operating environment point to a brighter future for our company.

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chairman’s statement contd.

BOARD CHANGESDr Nkosana Donald Moyo and Mr. Simon Guy Harford resigned as Directors of the Company. We thank the two gentlemen and their alternate Directors, Ms Ngozi Edozien and Mr. Benson Adenuga for their contributions to your Company. We wish them well in their future endeavours.I introduced to you, at the December 2010 Extraordinary General Meeting, two eminent Nigerians with impressive credentials who joined the Board since the last Annual General Meeting, Dr Mansur Muhtar, OFR and Dr Okechukwu Enelamah. Please join me in welcoming them to the Board and wishing them a successful tenure.

APPRECIATIONI appreciate the efforts of management and staff towards the growth and greater profitability of our company; I urge them to rededicate themselves to this task. I thank our customers, dealers, distributors, suppliers and other stakeholders for their steadfast support and interest in the Company.

I acknowledge the contributions of my colleagues on the Board and thank you, our esteemed shareholders, for your support.

Thank you.

SENATOR UDOMA UDO UDOMAChairman

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notice of annual general meeting

NOTICE IS HEREBY GIVEN THAT the next Annual General Meeting of the Members of UAC of Nigeria Plc will be held at the Borno-Rivers Hall, Transcorp Hilton, 1 Aguiyi Ironsi Street, Maitama, Abuja FCT on Wednesday, 15th June, 2011 at 11.00 o'clock in the forenoon in order to transact the following businesses:

Ordinary Business

1. Lay before the Members the Report of the Directors, the Consolidated Balance Sheet of the Company as at 31st December 2010, together with the Consolidated Profit & Loss Account for the year ended on that date and the Reports of the Auditors and the Audit Committee thereon.

2. Declare a Dividend3. Re-elect/elect Directors4. Authorize the Directors to fix the remuneration of the Auditors5. Elect Members of the Audit Committee

Special Business

6. Fix the remuneration of the Directors; and approve benefits for retired Directors.

Proxy

A member of the Company entitled to attend and vote at this meeting is entitled to appoint a proxy to attend and vote instead of him and such a proxy need not be a member of the Company. A proxy form is enclosed and if it is to be valid for the purposes of the meeting, it must be completed and deposited at the Registered Office of the Company not less than 48 hours before the time for holding the meeting.

Dated this 29th day of March, 2011

By Order of the Board

Godwin A Samuel, Esq.,Company Secretary/Legal Adviser

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Registered OfficeUAC House1-5 Odunlami StreetLagos

NOTES

DividendIn view of the results, the Directors have recommended to members the payment of a dividend of 110 kobo per share. A resolution to this effect will be put to the meeting for the approval of the Members.

Dividend WarrantsIf payment of the dividend is approved, the warrants will be posted on 15th June, 2011 to shareholders whose names are on the Register of Members by Friday 20th May, 2011.

Closure of Register and Transfer BooksThe Register of Members and Transfer Books will be closed from 24th to 27th May, 2011 for the payment of the dividend.

Audit CommitteeThe Audit Committee consists of three (3) shareholders and three Directors. Any member may nominate a shareholder as a member of the Committee by giving notice in writing of such nomination to the Company Secretary at least twenty-one days before the Annual General Meeting. Nominators should note that under the Code of Corporate Governance in Nigeria, members of the Audit Committee should have basic financial literacy and should be able to read financial statements. At least one member should have knowledge of accounting or financial management.

Unclaimed Share Certificates and Dividend WarrantsShareholders are hereby informed that a sizeable quantity of share certificates and dividend warrants have been returned to the Registrars as unclaimed. Some dividend warrants have neither been presented to the Bank for payment nor to the Registrar for revalidation. A list of unclaimed dividends has been posted on the Company's website http:/uacnplc.com. Affected members are by this notice advised to please contact the Company Secretary or the Registrars (UAC Registrars Limited) or call at the Registered Office of the Company during normal business hours.

E-Dividend/BonusPursuant of the directive of the Securities and Exchange Commission, notice is hereby given to all shareholders to open bank accounts, stock-broking accounts and CSCS accounts for the purpose of e-dividend/bonus. Forms are attached to this Annual report for completion by all shareholders to furnish the particulars of these accounts to the Registrar (UAC Registrars Limited) as soon as possible.

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board of directors, professional advisers etc

Senator Udoma Udo Udoma Non-Executive ChairmanMr. Larry Ephraim Ettah Group Managing Director/CEOMr. Abdul Akhor Bello Executive Director/Chief Financial

OfficerMr. Joseph Ibrahim Dada Executive Director, Corporate ServicesChief Samuel Olaniyi Bolarinde Non- Executive Dr Okechukwu Enyinna Enelamah Non-Executiv (appointed

27/10/10)Dr. Mansur Muhtar, OFR Non-Executive (appointed

27/10/10)Mrs. Awuneba Sotonye Ajumogobia Non-Executive Director Dr Suleyman Abdu Ndanusa, OON Non-Executive DirectorDr Nkosanna Donald Moyo Resigned wef 17/6/10Mr Simon Guy Harford Resigned wef 17/6/10

Company Secretary/Legal AdviserGodwin Abimbola Samuel

Board ChangesSince the last Annual General Meeting, Dr Nkosana Donald Moyo and Mr. Simon Guy Harford resigned from the board while Dr Okechukwu Enelamah and Dr. Mansur Muhtar, OFR were appointed to the Board. The new Directors will be presented for election at the meeting.

Retirement by Rotation In accordance with the Articles of Association of the company and provisions of the Companies and Allied Matters Act, Cap C20 LFN 2004, Mrs. Awuneba Ajumogobia and Dr Suleyman Ndanusa, OON are the directors retiring by rotation and being eligible offer themselves for re-election. The profile and biographical information of the Directors for election/re-election are on pages 20 -24 of this Annual Report and Accounts.

Record of Directors’ Attendance at Board MeetingsIn accordance with section 258 (2) of the Companies and Allied Matters Act, Cap C20 LFN 2004, the record of Directors' attendance at Board Meetings during the year is available for inspection at this Annual General Meeting.

e Director w.e.f.

Director w.e.f.

RegistrarsUAC Registrars Limited

Registered Office and Transfer OfficeUAC House1-5 Odunlami StreetLagos.

AuditorsPricewaterhouseCoopersChartered Accountants252E Muri Okunola StreetVictoria IslandLagos

In accordance with section 357(2) of the Companies and Allied Matters Act Cap C20 Laws of the Federation of Nigeria, 2004, PricewaterhouseCoopers will continue in office as Auditors without a resolution being passed. A resolution will, however, be proposed at this meeting authorizing the directors to fix their remuneration.

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2010 ANNUAL

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… The directors are responsible for the preparation of the annual

financial statements which give a true and fair view of the

position of the Company…

directors' responsibility

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REPORT & ACCOUNTS

directors' responsibilities

This statement, which should be read in conjunction with the Auditors' statement of their responsibilities, is made with a view to setting out for shareholders, the responsibilities of the Directors of the Company with respect to the financial statements.

In accordance with the provisions of the Companies and Allied Matters Act, the Directors are responsible for the preparation of annual financial statements, which give a true and fair view of the financial position of the Company and of the profit or loss for the financial year.

The responsibilities include ensuring that:

(a) appropriate internal controls are established both to safeguard the assets of the Company and to prevent and detect fraud and other irregularities;

(b) the Company keeps accounting records which disclose with reasonable accuracy the financial position of the company and which ensure that the financial statements comply with the requirements of the Companies and Allied Matters Act;

(c) the Company has used suitable accounting policies, consistently applied and supported by reasonable and prudent judgements and estimates, and that all applicable accounting standards have been followed and;

(d) the going concern basis is used, unless it is inappropriate to presume that the company will continue in business.

Senator Udoma, a lawyer, graduated from Oxford University, England in 1976 with Bachelor of Arts (Law). He obtained a post graduate degree in advanced legal studies, the BCL, from the same University in 1977. He was called to the Nigerian bar in 1978. He had brief stints as a Law Lecturer at the University of Lagos, as an Investment Analyst with Chase Merchant Bank Nigeria Limited and as an

Associate in the law firm of Chris Ogunbanjo & Co., before setting up his own commercial law firm of Udo Udoma & Co. (later renamed Udo Udoma & Belo-Osagie) in 1983. He is currently the Senior Partner in the Firm. He has served the nation in very many capacities. He was a member of the advisory team of legal experts set up by the Technical Committee on Privatisation and

Commercialisation (TCPC) to advise on the legal aspects of the privatisation exercise; he was also the legal member of the team set up by the Federal Government to carry out a comprehensive review of the National Policy on Solid Minerals Development

and also served as Special Adviser to the Minister of Petroleum and Mineral Resources. He was elected into the Senate in 1999 and served for two terms up till 2007. As part of his contributions to public service, he was the pioneer

Chairman of the Corporate Affairs Commission, and is currently the non-executive Chairman of the Board of the Securities & Exchange Commission. He joined the Board of UAC of Nigeria Plc in 1995 and was appointed as the non-executive Chairman of the Board with effect from 2nd January, 2010.

Senator Udoma Udo Udoma, 56

Mr. Ettah is the Group Managing Director/Chief Executive Officer of the Company. He was appointed on January 1st 2007. He holds a B.Sc degree in Industrial Chemistry and an MBA (Finance/Marketing) both from University of Benin. He is also a graduate of the renowned Executive Programme of Ross School of Business, University of Michigan, Ann Arbor, United States of America.

Before his elevation to the current position, he held several senior management positions in the Company including Divisional Managing Director of Mr. Bigg's and UAC Foods Divisions and Head of Human Resources/Executive Director of the Company.

He is the 1st Vice President of the Nigerian Employers' Consultative Association (NECA); Vice President (Multinationals) of Manufacturers Association of Nigeria (MAN) and Council Member, Lagos Chamber of Commerce and Industry (LCCI). He joined the Board in 2004.

Mr Larry Ephraim Ettah, 47

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2010 ANNUAL

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board of directors

board of directors

Mrs Ajumogobia is a Chartered Accountant with 21 years quality experience in external audit, accounting & finance and marketing. She is a fellow of the Institute of Chartered Accountants of Nigeria. She graduated from University of Ibadan with a B.Sc (Hons) degree in Economics in 1982. She acquired broad professional experience in audit, taxation and consultancy across several industries at the audit firms of Peat Marwick Ani & Ogunde & Co., and Deloitte. She later joined Andersen Consulting (now Accenture) which she recently left as Finance Director after which she worked on the

national vision 20:2020 project as a member of the Consulting team. She joined the Board in July 2009.

Mrs Awuneba Sotonye Ajumogobia, 51

Chief Bolarinde is the Chairman of Vitafoam Nigeria Plc and Wema Bank Plc. He is a graduate of Industrial Chemistry from John Daton College, Manchester, England. He obtained a Postgraduate Diploma in Polymer Science from the same College and a Certificate in Management from Ashridge Management College, UK. He holds a Master of Science Degree in Materials Engineering from the University of Surrey, UK. He joined the Board in 2000.

Chief Samuel Olaniyi Bolarinde, 68

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REPORT & ACCOUNTS

board of directors

Mr Dada graduated from Ahmadu Bello University, Zaria with a B.Sc (Hons) in Economics. He also holds a Masters of Science Degree in Marketing Management from the University of Lagos. He is a member of Advertising Practitioners Council of Nigeria (APCON) and a Fellow of the National Institute of Marketing of Nigeria (NIMN). He is an alumnus of the famous Kellogg School of Management,

North Western University, Illinois, USA. He joined UACN as a Management Trainee in September 1983. He worked variously as Factory Planning Manager, Brand/Export Manager and Market Research/Media Manager with the then A J Seward

Division of UACN. He later worked with UAC Export as Export Business Manager and subsequently with UAC Foods as Product Group Manager and Fast Foods/Marketing Services Manager. Also at UAC Foods, he worked as Divisional Ice Cream Director, Divisional Frozen Foods Director and Acting Divisional Fast Foods Director respectively. In December 1999, Mr Dada was appointed the Managing Director of Grand

Cereals & Oil Mills Limited, a subsidiary of UACN, a position he held until his elevation to the Board in January 2010 as Executive Director (Corporate Services) with responsibility for Human Resource, Marketing and Strategy.

Mr Joseph Ibrahim Dada, 50

Dr. Ndanusa is a Banker, a Lawyer, an Economist, a Chartered Secretary and a Stockbroker. He graduated from Ahmadu Bello University, Zaria with a Bsc (Hons) degree in Economics in 1978 and obtained an MBA in 1982 from the same University. He obtained an LLB degree from University of Lagos in 2000 and was called to bar in 2003. He is also a graduate of the prestigious Advanced Management programme of Harvard Business School, USA, and a holder of Doctor of Letters Degree of St. Clements University, UK.

Dr. Ndanusa served variously as Special Assistant to the Honourable Minister of Commerce; Director- General, Securities and Exchange Commission; Lead Consultant in the Central Bank of Nigeria Bank Consolidation Monitoring Team before his appointment as the Managing Director of Spring Bank Plc on an interim arrangement to salvage the crisis ridden Bank. An Officer of the Order of the Niger (OON), Dr. Ndanusa has served as a Council Member, Nigerian Investment Promotion Commission; Member, Technical Committee on Privatisation (BPE); National Pensions Reforms Steering Committee and currently, among others, the Chairman/Pro-Chancellor of IBB University Lapai in Niger State. He joined the Board in December 2009.

Dr. Suleyman Abdu Ndanusa, 56

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REPORT & ACCOUNTS

board of directors

Mr. Bello holds a Higher National Diploma in Accountancy from Yaba College of Technology, Lagos. He is a Fellow of the Institute of Chartered Accountants of Nigeria. He has attended Management and Leadership programmes at Ashridge Management College and

Cranfield School of Management, UK. He is an alumnus of Oxford University's Advance Management and Leadership programme. Mr. Bello has worked variously as Special Assistant to Group Finance Director Inlaks Group; Chief Accountant, Inlaks Plc; Chief

Accountant and Financial Controller, Grand Cereals & Oil Mills Ltd; Senior Group Accountant, UACN; Finance Director & Company Secretary and later Managing Director of Chemical & Allied Products Plc. He was the Managing Director of UACN

Property Development Company Plc until his elevation to the Board as Chief Financial Officer in January 2010.

Mr Abdul Akhor Bello, 50

Dr Muhtar, a former Minister for Finance, holds a doctorate degree in Economics from the University of Sussex in the United Kingdom. He earned a first class degree in Economics from the Ahmadu Bello University, Zaria.

Dr Muhtar, who obtained an M.Phil in Economics and Politics of Development from the University of Cambridge, King's College, UK, also worked as head of the Economics Department of Bayero University, Kano. He has attended Leadership and Management programmes at The Wharton School, University of Pennsylvania and Harvard University Kennedy School in the United States.

He was also Economist, Task Manager and Team Leader, The World Bank Headquarters, Washington D.C; Deputy-General Manager, Strategic Management and Economics Division, United Bank For Africa Plc; Director-General, Debt Management Office, Abuja and Executive Director, African Development Bank, Tunis before his appointment as Honourable Minister of Finance of the Federal Republic of Nigeria. He has been honoured as an Officer of the Federal Republic (OFR).

Dr Mansur Muhtar, OFR, 51

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board of directors

Dr Enelamah, first qualified as a medical doctor before qualifying as a chartered accountant. He has an MBA from the prestigious Harvard Business School, Massachussetts, USA and is also a chartered financial analyst.

He is the Chief Executive Officer of African Capital Alliance Limited (ACA), a leading private equity firm - a terrain he was adequately prepared for after working with Zephyr Management L.P in New York and South Africa Capital Growth Fund in Johannesburg.

Dr Enelamah, who also worked for leading outfits - Arthur Andersen and Goldman Sachs - currently serves on the board of several companies including Cornerstone Insurance Plc, Businessday Media Limited, TechnoServe, Africa Leadership Initiative West Africa and Africa Venture Capital Association. He is also the Chairman of the Boards of Flavours Food

Limited and Landmark Property Development Company (LPDC), among others.

Dr Okechukwu Enyinna Enelamah, 46

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2010 ANNUAL

REPORT & ACCOUNTS

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2010 ANNUAL

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directors’ report

CORPORATE GOVERNANCE REPORTUAC of Nigeria Plc is a Company of integrity and high ethical standards. Our reputation for honest, open and dependable business conduct, built over the years, is an asset just as our people, brands and factories. Every employee of the Company and its subsidiaries subscribes to comply with the UACN Code of Business Principles & Ethics (“the Code”) on an annual basis. The Board of Directors is responsible for ensuring that the Code is communicated to, understood and observed by, all employees.

The Board of DirectorsUnder the Articles of Association of the Company, the business of the Company shall be controlled and managed by the Directors, who may exercise all such powers of the Company as are not by statute or the Articles to be exercised by the Company in General Meeting.

Composition of the Board of DirectorsThe Board was made up of six non-executive and two executive directors. The Directors appointed to the Board during the year are Dr Mansur Muhtar, OFR and Dr Okechukwu Enelamah.

All the directors have access to the advice and services of the Company Secretary; and with the approval of the Chairman of the Board to the advice and services of other professionals in areas where such advice will improve the quality of their contribution to the Board decisions.

Separation of the positions of Chairman and Managing DirectorThe position of the Chairman is distinct from that of the Group Managing Director/CEO. The Chairman of the Board is Senator Udoma Udo Udoma who is a Non-Executive Director, while the Group Managing Director/Chief Executive Officer is Mr Larry Ephraim Ettah.

The Roles and Responsibilities of the BoardThe following are the matters reserved for the Board of Directors of the Company:

i) Strategy and management ii) Selection, performance appraisal and compensation of executive directorsiii) Succession planningiv) Communication with shareholders and management of investor relationsv) Integrity of financial controls and reports vi) Risk and internal controlsvii) Board appointmentsviii) Corporate responsibility through the approval of relevant policiesix) The matters reserved for the Board and the terms of reference for

Board Committees x) The scope of delegated authority to Board Committees and

management and their accountabilities and responsibilitiesxi) The procedure for determining the remuneration for non-

executive directors

The directors have pleasure in submitting to the members the Consolidated Balance Sheet as at 31st December, 2010 together with the Consolidated Profit and Loss Account for the year ended on that date, showing a net consolidated profit of N3,191million after providing for taxation and Non-controlling Interest

The report also covered a review of the business performance in the last financial year as well as a look at future prospects.

DividendThe Directors have recommended the payment of N1.10k dividend per 50k ordinary shares held.

PROFIT FOR THE YEAR AFTER TAXATION 2010 2009 N’OOO N'OOO

Principal ActivitiesUAC of Nigeria Plc is a diversified business with activities in the following principal sectors: Foods, Manufacturing, Automobile, Logistics and Real Estate.

Group profit for the year after taxation,and non-controlling interest 3,190,867 4,019,127

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xii) Enforcement of a code of conduct for non-executive directorsxiii) Compliance with all applicable laws and regulations by the

Company and its subsidiaries

Board Appointment, Induction and Training ProcessesThe process of appointing Directors involves a declaration of a vacancy at a Board Meeting; the sourcing of the curriculum vitae of suitable candidates depending on the required skills, competence and experience at any particular time; and the reference of the curriculum vitae to the Governance and Remuneration Committee for necessary background checks, informal interviews/interaction and a recommendation for the approval of the Board of Directors. A Director appointed by the Board is presented to the next Annual General Meeting of the members of the Company for election.

Every newly appointed Director of the Company undergoes an induction process. He is introduced to the members of the Group Leadership team, the Board of Directors and the operations of the companies within the Group. All major documents, policies, processes and procedures that help the Director to gain understanding of the Company, its history, culture, values, business principles, people, projects, processes and plans are made available to him. Operational visits are also arranged for the new Director to meet the leadership teams and get acquainted with the business operations, issues and brands of the Business Units of the Company.

The Directors of the Company participated at the UACN Group Board Retreat which was held at the Golden Tulip Festac Lagos in November 2011.

DIRECTORS 28/4/10 16/6/10 28/7/10 27/10/10 10/11/10 08/12/10

Mr. S.A Harford P AWP - - - -Dr. O.E Enelamah - - - - P PDr. M Muhtar, OFR - - - - P P

Attendance Keys: A = Absent P = Present AWP = Absent with apology-= Not yet a member or has resigned

Every year, a strategy session is held between Directors and the Heads of the Business Units of the Company before the budget for the coming year is approved.Board Changes: Dr Nkosanna Donald Moyo and Mr Simon Guy Harford resigned from the Board with effect from 17th June, 2010. Dr Mansur Muhtar, OFR and Dr Okechukwu E Enelamah, who were appointed to the Board since the last Annual General Meeting will be presented for election at the Annual General Meeting.

Directors For Election/Re-ElectionDr Suleyman Abdu Ndanusa, OON and Mrs Awuneba Ajumogobia are the Directors seeking re-election at the meeting.

Composition of Board Committees The Board functioned through the Board Audit & Risk Committee and the Governance & Remuneration Committee. All Board Committees make recommendations for approval by the full Board.

1) The Board Audit and Risk CommitteeThe Committee is chaired by Mrs Awuneba Ajumogobia, a Non-Executive Director and made up of two other non-executive directors and the three Executive Directors

The Terms of Reference of the Committee

i) To oversee internal audit and internal controls; and to document and review the Charter that states the roles, responsibilities, authority and scope of operations of the internal audit function; approve the annual audit plan; and to periodically carry out a quality assurance review of the internal audit function.

ii) To oversee risk management within the group and it is responsible for developing and implementing an enterprise risk management framework for identifying, measuring, monitoring and controlling risks in the Company and group.

iii) To oversee financial reporting, its policies and processes.iv) To review the group operational performance.v) To approve capital expenditures, specific projects and their financing within

the overall plan approved by the Board.

Sen. Udoma U Udoma P P P P P PMr. L E Ettah P P P P P PMr. Abdul A Bello P P P P P PMr. J.I Dada P P P P P PMrs A . Ajumogobia P P P P P PChief S. O Bolarinde P P P P P PDr. S. A Ndanusa OON P P P P P PDr. N.D Moyo P P - - - -

DIRECTORS 28/4/10 16/6/10 28/7/10 27/10/10 10/11/10 08/12/10

Board Meetings

Board Meetings

The board met six (6) times during the 2010 financial year. The following is the list of the Directors and their attendance at the Board meetings:

27

2010 ANNUAL

REPORT & ACCOUNTS

vi) To approve bank borrowings. vii) To Monitor compliance with applicable laws and regulations by the

Company and its subsidiaries.viii) To authorise the sealing of legal documents and instruments.

Committee MeetingsThe Board Audit & Risk Committee met four (4) times during the year. The following table shows the meetings and the attendance of the members of the Committee at such meetings:

Mrs A. Ajumogobia P P P PMr. L E Ettah P P P P Mr. J.I Dada P P P PMr. A.A Bello P P P P Mr. S.G Harford P - - -Dr. S.A Ndanusa OON - AWP - -

DIRECTORS 26/4/2010 14/7/2010 26/10/2010 24/11/2010

2) The Governance and Remuneration Committee

The Committee was chaired by Senator Udoma Udo Udoma, a Non-Executive Director and made up of three other Non-Executive directors and the Group Managing Director/CEO. The Terms of Reference of the Committeea) To make recommendations on the composition of the Board.b) To define the criteria and the procedure for the appointment of Directors

to the Board and its Committees and to nominate new Directorsfor appointment to the Board of the Company and its Subsidiary and Associated companies.

c) To recommend the appointment, remuneration and promotion of Executive Directors and Senior Management.

d) To perform annual evaluation of the Board, its Committees and the Boards of subsidiary companies as appropriate.

e) To set the performance targets/criteria and evaluate the performance of the Group Managing Director/CEO and make recommendations to the Board on his performance.

f) To review from time to time succession planning proposals.

BUSINESS REVIEW COMMITTEEAt the Management level, a Business Review Committee presided over by the Group Managing Director/CEO, comprising the Executive Directors, Managing Directors of the various Business Units and the Heads of Corporate Centre units meets every month to review and address business performance, operational and strategic issues of the businesses within the Group.

THE STATUTORY AUDIT COMMITTEEThe Statutory Audit Committee consists of six members made up of three representatives of the shareholders elected at the previous Annual General Meeting for a tenure of one year and three representatives of the Board of Directors nominated by the Board.

The Chairman of the Committee is Mr Olabisi Fayombo, a Chartered Accountant and a shareholders' representative. The Company Secretary is the Secretary of the Committee. The meetings of the Committee were attended by the Internal Auditor and representatives of PricewaterhouseCoopers, the external auditors. The following table shows members' attendance at the meetings of the Committee in 2010:

Sen. Udoma U Udoma P P PChief S. O Bolarinde P P PDr. O.E Enelamah - - -Mr. L E Ettah P P PDr. N.D Moyo AWP

g) To document and review the Board Charter and the composition, roles, responsibilities, authorities, reporting framework of Board Committees and the Boards of subsidiary companies.

h) To make recommendations to the Board on the adoption of a Codeof Conduct (including the policy on trading in Company shares) for Directors and Senior Executives and to review the same from time to time.

i) To make recommendations on the whistle blowing process for the Companythat encourages stakeholders to report any unethical activity/breach of corporate governance.

j) To oversee continuing education of Board members and the induction of new directors.

Attendance Keys: A = Absent P = Present = Not yet a member or has resignedAWP=Absent with apology

-

Directors 4/05/2010 4/08/2010 12/11/2010

The Committee met three (3) times in 2010. The following table shows the attendance of Committee members at the meetings:

Committee Meetings

Attendance Keys: A = Absent P = Present = Not yet a member or has resignedAWP=Absent with apology

-

28

2010 ANNUAL

REPORT & ACCOUNTS

Prince G. A Olagunju P P P - Mr. O Fayombo P P P P Mr. N. K Nnabike P P P P Mr. M Akinlade - - - P Chief S. O Bolarinde P P P P Dr. S.A Ndanusa OON - - - P Mr. A.A Bello P P P P Mr. S.G Harford AWP P P -

MEMBERS 17/2/2010 15/4/2010 26/4/2010 20/12/2010

The Terms of Reference of the Committee

The following were the terms of the Committee as provided in section 359 (6) of the Companies and Allied Matters Act CAP C20 Laws of the Federation of Nigeria, 2004;I) ascertain whether the accounting and reporting policies of the

Company are in accordance with legal requirements and agreed ethical practices;

ii) review the scope and planning of audit requirements;iii) review the findings on management matters in conjunction with the

external auditor and departmental responses thereon;iv) keep under review the effectiveness of the Company's system of

accounting and internal control;v) make recommendations to the Board with regard to the

appointment, removal and remuneration of the external auditors of the Company;

vi) authorise the internal auditor to carry out investigation into any activities of the Company which may be of interest or concern to the Committee.

Review of Internal AuditThe structure and processes of the Internal Audit function were reviewed by a third party consultant in the course of the year and their recommendations are being implemented.

Significant Policies:The significant policies of the Company approved by the Board of Directors include the following:i) Fraud Policyii) Whistle Blowing Policy

The Company is putting in place structures and policies for compliance with the 2011 Code of Corporate Governance from the 1st April, 2011 effective date. This will form the basis of the Corporate Governance Report in the 2011 Annual Report & Accounts.

Compliance with the Code of Corporate GovernanceThe Company has complied with the provisions of the Code of Corporate Governance in Nigeria, 2003.

Attendance Keys: A = Absent P = Present- = Not yet a member or has resignedDIRECTORS' INTEREST In Ordinary Shares

Directors: December 2010 December 2009 Ordinary shares Ordinary shares

Mr. U U Udoma }direct (wef 13/12/1995) 1,047,565 838,052

}indirect 18,005,025 9,825,180 Mr. L E Ettah (wef 10/12/2003) 2,346,045 2,076,250 Mr. A A Bello (wef 01/01/2010) 103,657 - Mr. J I Dada (wef 01/01/2010) 85,937 - Chief S O Bolarinde(wef 09/08/2000) 592,612 474,090 Mrs A Ajumogobia (wef 22/07/2009) 771 617 Dr. S A Ndanusa, OON (wef 09/12/2009) - - IN CONTRACTS Some of the directors have given notices for the purposes of Section 277 of the Companies and Allied Matters Act,1990, to the effect that they are members of some specified companies which could be regarded as interested in any contracts with which the group was involved during the year under review.

CHARITABLE GIFTS AND OTHER DONATIONS =N= Secondary/Higher Education Scholarship 8,548,835 Schools Renovations, Projects, etc 1,800,000 Other donations (=N=40,000 & below) 5,529,878 TOTAL 15,878,713

29

2010 ANNUAL

REPORT & ACCOUNTS

UAC Foods was up against very stiff compet i t ive and cha l lenging business environment. Nevertheless,

the Division posted a 10% real growth in Turnover (volume driven) while sustaining the previous year's profit level.

Gala, the flagship brand, maintained its leadership position of the sausage roll market despite all odds.

Pursuant to the product portfolio expansion strategy, new products' contribution grew from 6% to 9.5% of Turnover. Additionally, investments in new plants were made in the last quarter in line with the long-term growth plan of the business.

T h e b u s i n e s s w a s r e s t r u c t u r e d a n d repositioned in 2010 to

enhance profitability in the face of stiff competition and market changes. Cost was a major issue due to poor infrastructural facilities and the high cost of operations, particularly energy and raw material costs.

The business commenced its rebranding project with the launch and re-opening of the Maryland shop in October 2010 in line with the rebranding strategy and included the Mr. Bigg's packaging items with the new logo.

New product innovations created a refreshing experience for the valued customers with the introduction of Quarter (1/4¼) value meal, hot meals, coffee, new BBQ and pepper chicken spicing, beans and corn menu.

Mr Bigg's Catering Service operations have been expanded to provide customers with new product line-up to further enhance the top and bottom lines of the business.

The company ventured into the Fruit Juice market with the introduction of Delite Fruit Juice in four exciting

flavours of Mixed Fruits, Orange, Apple and Berries to broaden the Ambient product portfolio and boost utilisation of the Tetrapak line. However, as a result of the low sales volume and high unit manufacturing cost, the company could not break even in the Ambient business.

The Frozen operation posted a better result. But, the business continued to face the persistent challenges of poor power situation in the country, adverse effects of climatic change (severe and prolonged rainy season) as well as infrastructural issues that limited its capacity to meet demand during the peak seasons of the year.

directors’ report business units commentaries

The company has started reaping the benefits o f t h e s t r a t e g i c repositioning undertaken in 2009, which has led to improved operational efficiency and significant improvement in performance that

culminated in the business ending the year with a profit. This was in spite of the challenges from increased energy costs, depressed consumer purchasing power and haulage difficulties due to the location of the factory.

30

2010 ANNUAL

REPORT & ACCOUNTS

The company's restructuring efforts paid off as its structural costs were brought under control, being lower than the preceding period.

However, the business recorded a decline on turnover and profit during the period. The increasing rate of

The business ended the year on a very positive note, posting respectable results both in turnover and operating profits.

Significant investments in facilities expansion, development and upgrade were undertaken in several parts of the country to consolidate MDS Logistics' leadership in the third party logistics industry. Of note was the expansion of Pharmaceutical Logistics business with the completion of two ultra-modern pharmaceutical facilities in Kano and Onitsha for the Northern and Eastern Regional Pharmaceutical Distribution Centres respectively.

The company continued its dominance of the Telecoms Logistics sub-sector through its partnership with the major players and improvement of its main service offerings in the sector. The conclusion of key strategic partnership initiatives in the transport and distribution segments further strengthened MDS Logistics' dealings with selected premium clients in the provision of total front end logistics solutions. Other major achievements were recorded in the expansion of its off-site logistics business with the acquisition of new accounts.

2010 was an outstanding year for CAP Plc. The business achieved a commendable growth in both turnover and operating profit.

The company continued to dictate the pace in the industry through its innovation and colour mastery. Dulux Mobile Colour Centre, the first in Africa, was launched during the year to boost brand visibility and awareness.

Three additional Dulux Colour Centres were opened in Lekki, Port Harcourt and Kaduna to expand market penetration and improve performance.

Dulux and Caplux won the Standard Organization of Nigeria (SON) quality award in 2010, further reinforcing the high quality of CAP Plc's products.

directors’ report business units commentaries

In 2010, SWAN Waters Nigeria Limited (SWAN) was able to record improved performance in turnover and profitability despite the challenging and competitive operating environment. During the year,

the company invested in new filling technology to further improve the quality of its products.

Japanese Yen against other global currencies translated into increased cost of imports of its vehicles. Faced with intense competition from Chinese, Indian and other European brands and with little or no room for price reviews, margins came under serious pressure.

Despite the inclement operating environment, UACN Property Development Company PLC (UPDC) posted a respectable Turnover and Profit

of N8.09 billion and N2.56 billion respectively.

Against the backdrop of the prevailing global economic recession and the banking sector reforms of 2010, the Nigerian real estate industry suffered temporary setbacks with significant price correction in the premium market segment.

The real estate industry remains resilient inspite of the global financial crises, and, in Nigeria, particularly, the potential for growth is very significant, given the huge deficit of about 18 million housing units.

31

2010 ANNUAL

REPORT & ACCOUNTS

The management of UPDC has re-aligned its business strategy with focus on rebuilding its land bank, restructuring its financies to match its growth plans, expanding its product base to include medium class offerings to and build critical mass and deepening its presence in Abuja as well as re-entry into the Port-Harcourt housing market.

The company issued a N15 billion corporate bond which was 100% over-subscribed at a price which was unprecedented in the history of corporate bond issues in Nigeria. The Bond proceed was applied to re-finance the company's short-term bank borrowings in part and the balance is being gradually utilised to fund new projects.

The Golden Tulip Festac Hotel was opened to customers in January 2010 with 4 floors comprising 227 rooms. This was increased to 6 floors in November 2010 with a capacity of 340 guest rooms. The hotel operation, though slow in the early part of the year, is gradually improving as its client base is being expanded.

In spite of various challenges facing the business in 2010, the Grand Cereals Limited was able to achieve Turnover and

Pre-Tax profit growth of 11.5% and 6% respectively.

The company also made a significant investment in a new fish plant to exploit the opportunities in the growing fish feed market. Also, another variant of layer feed was introduced during the year in response to the yearnings of poultry farmers across the country.

The performance of the business was shackled by incessant ethno-religious crises that engulfed Jos and the environs during the period. Even though the crises affected all product categories, the poultry feed business was the worst hit due to the unavailability of Vital Feed in key markets over a prolonged period of time. This made farmers to switch to other brands, thereby leading to significant loss in market share.

The Company maintained a good performance in 2010, in spite of the challenges faced by the Capital Market as the business continued to focus on

quality service delivery and efficiency.

directors’ report business units commentaries

Furthermore, the crises also put pressure on costs as suppliers and transporters charged risk premium on their goods and services. Acute shortage of oil seeds and crude soya oil in the last quarter of the year resulted in significant rise in their prices and, consequently, a decrease in the margins on Grand Oils.

UNICO CPFA LTD met her planned profit target for 2010 although this was slightly lower than the previous year's profit due to the crash in deposit rate and slight reduction in the number of contributors.

During the period, the financial market witnessed gradual recovery in 2010, with significant improvement in the equity market. However, the flight to safety by most investors led to the crash in interest rates and bond yield. Interest rate crashed from an average of 16% in 2009 to an average of 7% in 2010 while the Bond secondary market was inactive in the second half of the year.

In spite of the challenges in the fixed income market during the year, the fund under management (RSA and Pensioners) achieved targeted income and growth. The unit price of the RSA fund increased by 15% in the year under review while inflation averaged 13%. The two funds are liquid enough to meet up with their obligations without recourse to the parent company.

32

2010 ANNUAL

REPORT & ACCOUNTS

Rodansy Enterprises LagosJapio Stores LagosVitadof Stores LagosWolad Store & Foods LagosKalesadex Nig Company LagosJubilee enterprises (Afunugo) LagosToyin Foods and Catering LagosOgunkoya Stores & catering LagosLakeshad 'R' Ent. LagosM.D. Adeite Ent. Lagos

EAST REGION

Madonna Foods OwerriUgwu Kingsley EnuguMiracle Place OrluNkechi Ekwufolu AnambraGod's Foundation AwkaChinyere Nwigwe OgbaruK.N.G. Ventures BeninHarry Sam AbaBene Agharagwo OnitshaCecilia Omaruaye Warri

NORTH REGION

Unique Investment AbujaGillytex KadoFebolt AbujaDivine Ventures AbujaOgbonna Ventures AbujaJohova AbujaJonrose NyaNya AbujaSpark Abuja

Distributors Name LocationLAGOS REGION

Distributors

DULUX AGENTS

Aikon Engr. Limited AbaDesign Studeo Limited AbujaEdeoga Nigeria Limited Abuja, Kaduna, Taes Concept Limited AbujaCloud of Colours Limited CalabarAmbroziny International Nig. Ltd EnuguInternational Partners & Dev. Nig. Ltd KanoFirst Ebony Invt & Allied Services Ltd LagosKay Taiwo International Ltd LagosNa' Allah Investments Ltd Lagos & Ilorin

MEGA DISTRIBUTORS

Springwood Investment Limited AbaN. Dennis & Co. Ltd MaiduguriEddyco Enterprises BauchiGlomola Nigeria Limited IbadanKapital Intl Consult & Investment Limited Benin CityKosby Konsult LagosJaiyesanmi Trading Co. Ltd AkureAlh. Ibrahim Gyaran Jos

Distributors

Distributors Name Location

Lagos West Region- Frozen

C. K. Aileru ObalendeDebonaire ObalendeAgbalade Ent. IkoroduOdebiyi OgbaBonj Ltd IbadanShoprite LekkiFingerlicks Ife Addide ObanikoroFestus Amede EjigboOfar Agbetan Badagry

33

2010 ANNUAL

REPORT & ACCOUNTS

LAGOS WEST REGION - AMBIENT

Bachelor IbadanSatco Ventures AlagbadoHarisson Ford IbadanGods Link Trade FairGino FestacMandykest Nig Ltd IkoroduKrypton Stores AbeokutaUche Omonigho KetuTuck Shop Cooperative OregunMisa Nig Ibadan

NORTHERN REGION - FROZEN

Oasis Bakery KadunaDenike Enterprises KadunaGeokay Nig. Ltd MabushiMega-Delight JalingoOasis Bakery KebbiOasis Bakery MaiduguriOstrich GombeDonald & Donald KanoOasis Bakery KanoOasis Bakery Yola

NORTHERN REGION - AMBIENT

Lord Way Consult AbujaMutoy Adekunle AbujaNice Need MinnaGurgushi General Ent. MaiduguriDavid Salami KadunaNigol Trading Company AbujaOmosi Fantasia BauchiI K International JosFront Line AbujaAyi Global Ventures Kano

EASTERN REGION - FROZEN

Patie Foodz Port Harcourt Mrs. Nwachukwu (Mega) WarriEllarmmay Enterprises Port Harcourt Happy Bite Onitsha

EASTERN REGION - AMBIENT

Prime Mack Ventures Onitsha

K & G Ventures BeninFortress Nig Ltd EnuguZorika Services UyoNwalupuaku OnitshaFellymoon AsabaJomark OwerriFamilk Ventures Port HarcourtMoryee Services Port HarcourtDagil & Sons Port HarcourtEmpyat UyoOsita Arinze AwkaP.N. Amadi CalabarMr. Remi OwerriJoefel BeninM.G. Okorie OwerriE. Y. Enterprises UyoU & F Investment WarriMrs. Shittu AsabaA.J. Grace Onitsha

directors’ report

RPG AbujaRoyal Pacific Group AbujaGodsway Nigeria Limited AbujaGodsent Ventures AuchiZozamis Nig. Enterprises EketAIPA Ventures GombeHakams Investment Ltd JosJoes Nigeria Enterprises JosMay Donalds Ltd JosA. Y. I. Investment Kaduna

Distributors

Distributors Name Location

34

2010 ANNUAL

REPORT & ACCOUNTS

Distributors Name Location

Distributors

Agro Mercantile Port HarcourtAnnimex (Nig) Ltd CalabarBernirose Enterprises EnuguDYB Nig Limited AgegeEl-Ibrahim Enterprises MaiduguriEzeora C. Enterprises (Nig) OnishaFeeze Enterprises AbaFunmork Enterprises IbadanGoomeej (Nig) Ltd OkeneJacine Services UyoJehns Enterprises Lafia

Azubuike Okonkwo OrluFrankama Ent GbokoUmar Shinkafi SokotoDD & Sons Benini CityAlfas Agro MakurdiUmejison Stores AbaKeziem stores AbaEYN Mubi, Adamawa CEMA Agency Lagos

GCOML KEY DISTRIBUTOTRS

Distributors Name Location WEST

IBADAN 1, Magazine Road, Jericho Street, Dugbe.P.O.Box 1330 Ibadan,Tel:07042376846

IBADAN(PNG) 4, Fagohun Street, Oke Bola OgunpaTel: 08037160263,07042376847

ONDO 2, Ododibo Street, Idi Isin, PMB 569 Ondo Tel:07042376851

M'CIVER Anchor Building 70 Marina Street, Elegbeta, Lagos,

BENIN 27, Oba Market Road P.O.Box 378 Benin- City Tel:07042376845

OSHOGBO 3, Station Road, Opp. General Post Office P.O.Box 31 Oshogbo, Tel 07042376852

OGBA Plot 11,Vori Close, Behind Zenith BankOff Acme Road, Ogba, Tel: 07042376853

SAPELE 6, Palm Avenue, P.O.Box 101 Sapele, 2376854

OREGUN 32, Kudirat Abiola Way, Oregun, Tel: 07042376859

AKURE Klm 4 Ondo Road ,Onward Aluminum, Building, Akure, Tel: 07042376843

Tel:07042376850

Philip Ajah Stores AbaLagadef Ventures AbujaTaron Ventures Ado EkitiShekinah Glory Ado EkitiFamex Nig. Plc AkureBukdams Ventures AkureHakams Investment AbeokutaGodsent Enterprises AuchiO S M Ventures Benin Zellence Enterprises Calabar

client base and network

Distributors

Dealers Name Location

Intermotors Plot 2&4 Amuwo Odofin Industrial Scheme, Apapa-Oshodi Exp Way, Lagos.

Elim Motors Limited 4 Saka Tinubu Street, Victoria Island, Lagos

Gils Lakin & Company 158/160 Egbe Road, Ejigbo, Via Isolo, Lagos

Goldchasse Motors Conveyancer House, 64 Eric Moore Road, Iganmu, Lagos.

uac group board retreat

held at the Golden Tulip

Festac Lagos on 9th

November 2010

Sitting L-R: Mr. J C Egri-Okwaji, Mrs Iyabo Attah, Dr Ibrahim Alao Muhammed, Mrs Halima Tayo, Mr Larry Ettah (GMD/CEO, UACN)Senator Udoma Udo Udoma (Chairman UACN), Chief Samuel Bolarinde, Dr Umar Alka, Mrs Awuneba Ajumogobia

Standing L-R: Mr Joe Dada, Mr Muktar Yakasai, Mr Mike Okereke, Mrs Sade Ogunde, Dr Mansur Muhtar, Mrs Muhibat Abbas, Mr Hakeem Ogunniran, Mr Abdul Bello, Mrs Omolara Elemide, Mr Solomon Aigbavboa, Mrs MotundeDada. Mr J P Osomoji

Standing L-R: Mr Godwin Samuel, Mr Abimbola Olashore, Mrs Chidiebere Austin-Nwokoma, Mr Gabriel Adeseun, Dr Suleyman NdanusaMr Opeyemi Agbaje, Mr B O Ogun, Mr Layi Oyatoki

Standing L-R: Mrs Joan Ihekwaba, Mr Dave Van Rensburg, Mr Babatunde Oladele Kasali, Mr Bashir Abdulah, Dr Okechukwu Enelamah,Mr Anthony Arenyeka, Mr David Oxtoby

40

2010 ANNUAL

REPORT & ACCOUNTS

Relations With Employees, Internal Management Structure

Our employees are fully involved in strategy formulation and execution. This we do to achieve business plan ownership and commitment at all levels. Regular meetings at different levels are held to ensure that all employees are opportuned to interact with each other and with different levels of management for exchange of ideas and critical business information. One of such fora includes the recently introduced Annual Board Retreat which provides opportunity for a cross section of senior managers of the Company to meet and interact with the Board of Directors on various topical business imperatives. Others include Joint Consultative Committees (JCCs), Business Review Meetings; Open Forum/Community Briefings/Family Meetings and Executive Committee (EXCO) meeting in the various Business Units and the Corporate Centre. These meetings are regularly complemented by circulars on issues of current relevance for employee information and/or action.

Employee Involvement, Development and Training

Our policy recognises human resources as the most important asset of the organisation. It is, therefore, imperative to retain and motivate skilled work force through systematic training and development. Consequently, training forms a part of individual development towards achieving excellence in performance of day-to-day activities. Training programme at our Learning and Development Centre, Apapa, is complemented by choice training of other notable organisations in Nigeria and overseas and industrial visits/attachments. We also encourage self-development by our employees and provide financial support for such endeavours when successfully concluded. We pride ourselves as an organisation that encourages learning by doing, through systematic on-the-job coaching and mentoring.

Anti-Corruption and Business Integrity

Our Company does not give or receive whether directly or indirectly, bribes or other improper advantages for business or financial gain. No employee may offer, give or receive any gift or payment which is or may be construed as being, a bribe. Any demand for, or offer of, a bride must be rejected immediately and reported to management. No employee will be criticised for any loss of business resulting from adherence to these principles. The Company's accounting records and supporting documents must accurately describe and reflect the nature of the underlying transactions. No undisclosed or unrecorded account, fund or asset will be established or maintained.

A whistle blowing policy has also been put in place to encourage employees at all levels to alert and inform management of any negative development that might impinge on the value, performance and / or image of the Company before any harm is done.

Similarly a Corporate fraud policy has been established to facilitate the development of controls which will aid in the detection and prevention of fraud against the Company. It is our intention to promote consistent organizational behaviour by providing guidelines and assigning responsibility for the development of controls and conduct of investigations.

2010 ANNUAL

REPORT & ACCOUNTS

uac goodness league programme UAC of Nigeria Plc's (UAC) Corporate Social Responsibility initiative – the Goodness League – continued its nationwide drive with the successful implementation and handover of the remaining projects in the South-South geo-political zone. The rehabilitation of the school blocks at the Holy Trinity College, Mbiakong, Uruan in Akwa Ibom State became one of the major pre-occupations as the projects required a realistic review of the timeline and project implementation guidelines to ensure a successful handover to the benefitting school authorities. As one of the oldest secondary schools in Akwa Ibom State, Holy Trinity College, Mbiakong's boarding facilities had virtually ceased to exist due to the state of dilapidation and disuse. The decision to undertake the reconstruction of the two blocks offered real hope for the return of boarding facilities to the students and indeed the institution, thereby providing a more conducive and amenable environment for the attainment of educational goals.

Besides the dormitories, the school's refectory was also out of use and a return to a boarding institution could not be contemplated without a standard

refectory in line with what some of the old students used to experience and even enjoy. With the formal handover of the Goodness League project at Mbiakong, UAC's Corporate Social Responsibility intenvention in the South-South was formally rounded off and the focus shifted to other geo-political zones of the country.

In line with the needs of various schools in the South-South zone, UAC's intervention was manifested with the provision of sets of comprehensive science equipment and materials in biology, physics and chemistry to Enitonna High School, Borokiri, Port Harcourt: sets of computers, UPS and printer were given to Holy Family College, Oku Abak, Akwa Ibom State and the supply of 200 units of three-seater desks were made to Hope Waddell Training Institution, Calabar, Cross River State. The handover of the project in Mbiakong has brought the seal of completion on the various undertakings in the South South zone.

UAC also successfully carried out its Free Weekend Classes, as part of the Soft Issue considerations of the Goodness League Programme. The Free Weekend

Certificate of Partnership from Lagos State

41

corporate social responsibility report

From left- Mr Abdul Bello, Mr Joe Dada, both UAC Directors with Mr Hakeem Ogunniran, MD of UPDC with students during the UAC Free Weekend Classes programme at GbagadaSenior Grammar School, Lagos.

UAC Directors, Lagos State

officials and UAC volunteers

at the 2010 UACN free

weekend classes at Gbagada

Senior Grammar School,

Gbagada Lagos.

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2010 ANNUAL

REPORT & ACCOUNTS

Classes, which lasted for 6 weekends, was held at Gbagada Senior Grammar School, Gbagada Estate, Lagos, where adequate provisions were made for over 300 students each Saturday to be given hitch-free lessons in the Career Guidance and Counselling, Mathematics, English, Biology, Chemistry, Physics, Economics and Accounts.

The Free Weekend Classes were handled by UAC's volunteers from the various Business Units of the Company. The teachers, as volunteers drawn from the various units and departments of UAC, were given time-off their various jobs in order to contribute towards preparing the students for effective participation in the Senior Secondary Schools examinations conducted by the West African School Certificate Examination(WASCE) and the National Examinations Council of Nigeria (NECO).

The Free Weekend Classes were supervised and monitored by representatives of both the Lagos State Ministry of Education and the Maryland Education District of the Lagos State Ministry of Education.

UAC's intervention programmes in Legacy Schools in the country have so far benefited the following schools – St Finbarr's College, Akoka and CMS Grammar School, Bariga, Lagos (South-West); Rumfa College, Kano; and Alhudahuda College, Zaria, Government College, Kaduna and Government Secondary School, Gwale, Kano – all in the North West geopolitical zone).

UACN Managers with officials and students of Holy Trinity College, Mbiakong, Akwa-Ibom during the handover of the renovated dormitory and Dining blocks by UACN.

Work in progress- UAC Managers and school officials inspect work inside one of the blocks renovated by UAC as part of its Goodness League project at Holy Trinity College,Mbiakong.

financial report

45

2010 ANNUAL

REPORT & ACCOUNTS

TURNOVER (Billion Naira)

34,08237,155

53,652 56,605

52,314

-

10,000.0

20,000.0

30,000.0

40,000.0

50,000.0

60,000.0

2006 2007 2008 2009 2010

3,058.0

4,403.0

8,527

7,5687,038

-

1,000.0

2,000.0

3,000.0

4,000.0

5,000.0

6,000.0

7,000.0

8,000.0

9,000.0

2006 2007 2008 2009 2010

PROFIT BEFORE TAX (Billion Naira)

EARNINGS PER SHARE-ADJUSTED (Kobo)

160

140

212

251

199

50

100

150

200

250

300

2006 2007 2008 2009 2010

48

2010 ANNUAL

REPORT & ACCOUNTS

report of the audit committee to the members of uac of nigeria plc

In compliance with section 359 sub-section 6 of the Companies and Allied Matters act (CAP C2 0), Laws of the Federation of Nigeria, 2004, we have reviewed the audited financial statements of the Company for the year ended 31th December, 2010 and report as follow:

a) The accounting and reporting policies of the Group and the Company are consistent with legal requirement and agreed ethical practices.

b) The scope and planning of the external audit are, in our opinion, adequate.

c) The internal audit and internal control systems are adequate.

d) The external auditors’ Management Controls Report was satisfactorily dealt with by the management.

MR. OLABISI FAYOMBOCHAIRMAN OF THE COMMITTEEDated 25th day of March, 2011

MEMBERS OF THE COMMITTEE

Mr. Olabisi Fayombo - ChairmanMr. Matthew Akinlade - MemberMr Nwosu K Nnabike - ,,Dr. S.A Ndanusa, OON - ,, Mr. A .A Bello - ,,Chief S O Bolarinde - ,,

SECRETARYGODWIN A SAMUEL, Esq

Members of the

Audit Commitee:From left:

Chief Sam Bolarinde,

Mr Nwosu Nnabike,

Mr Abdul Bello,

Mr Olabisi Fayombo

Mr Matthew Akinlade and

Dr Suleyman Ndanusa,

50

2010 ANNUAL

REPORT & ACCOUNTS

statement of significant accounting policiesThe principal accounting policies adopted in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.(a) Basis of preparationThe financial statements are prepared in accordance to, and complying with, relevant Statement of Accounting Standards issued by the Nigerian Accounting Standard Board. The financial statements have been prepared in accordance with the going concern principle under the historical cost convention.

(b) Intangible assetsIntangibles arising out of the acquisition of brand franchise are amortised over the period of the franchise agreement.

(c) Fixed AssetsFixed assets are stated at cost or valuation less accumulated depreciation provided thereon to date. Assets, which are not yet in use by the Company, are held in a Work in Progress (WIP) account. All such assets, once in use are capitalised to the fixed assets accounts and subjected to the applicable depreciation rate in the year they are used.

(d) Depreciation of fixed assetsDepreciation is calculated to write off the cost or the revalued amounts of fixed assets over their expected useful lives on a straight line basis at the following annual rates. Investment properties are accounted for in accordance with the provisions of Nigerian Statement of Accounting Standards No. 13.

Leasehold land and building with fixed tenure of less than 33 years are depreciated over the lives of the relevant leases.Leasehold land and building with a Fixed tenure of 33 years or more 3%Heavy industrial plant 10%Furniture and office Equipment 10%Light industrial plantHeavy vehicles 20%Light vehiclesComputer equipment 331/3%

(e) Stock and work-in-progressStock and work-in-progress are stated at the lower of cost and net realisable value.

Cost is ascertained as follows:Finished goods- direct cost of materials and labour together with a proportion of works overheads.

Raw materials-invoiced cost plus all other cost of bringing items to the Company's warehouses.

(f) TaxationTaxation expense is the aggregate of the charge to the profit and loss account in respect of income tax, education tax and deferred tax. Deferred taxation is provided for, using the liability method, for all the temporary differences arising between the tax bases of assets and liabilities and their carrying values. Deferred tax is determined using tax rates enacted at the balance sheet date.The principal temporary differences arise from depreciation on property, plant and equipment, revaluation of certain non-current assets. Provisions for pensions and other post retirement benefits and tax losses carried forward.Deferred tax assets relating to the carry forward of unused tax losses are recognized to the extent that it is probable that future taxable profit will be available against which the unused tax losses can be utilized.

(g) Turnover Turnover comprises the net value of goods and services invoiced and delivered to third parties after deduction of discounts and value added tax.

(h) DebtorsDebtors are stated after deduction of adequate provisions for any debts considered bad or doubtful.

(i) Foreign currenciesTransactions in foreign currencies are translated into naira at the rates ruling on the dates of the transactions. Assets and liabilities in foreign currencies are converted into naira at the rates of exchange ruling on the balance sheet date. All exchange gains and losses arising are included in the operating results.

51

2010 ANNUAL

REPORT & ACCOUNTS

(j)Accounting for retirement gratuity and pensionLiabilities in respect of retirement gratuities and pensions are provided for by making unfunded provisions and by making payments to pension funds. The amounts of the payments/charges are determined on an actuarial basis, so that over the long term, funds will be adequate to meet the liabilities. The unfunded provisions represent the estimated present value of the future liability for retirement gratuities /pensions to employees other than benefits provided through pension funds.

(k)Research and development expenditureExpenditure incurred on research is charged against revenue in the year in which it is incurred. Development costs are amortised in five equal annual installments beginning from the year of completion of the related project.

(l) InvestmentsLong term investment portfolio is stated at cost and provision is made for permanent diminution in value.Dividends are accounted for when received.

Basis of consolidationSubsidiaries are those companies in which the group, directly or indirectly, has an interest of more than one half of the voting rights or otherwise has control over the operations. Subsidiaries are consolidated from the date on which effective control is transferred to the Group. Inter-company transactions, balances and unrealized profit or loss on transactions between group companies have been eliminated. Accounting policies of subsidiaries conform to the policies adopted by the Group for its operations.

Investments in subsidiaries are accounted for at cost in the Company's book. The carrying amounts of these investments are reviewed annually and written down for impairment where considered necessary.

The group balance sheet and profit and loss of the holding Company and it's subsidiary companies are made to the same balance sheet date.

(m) Associated companyAn associated company is defined as a company, not being a subsidiary, in which the group has between 20% and 50% interest. The Company's share of the results of the associated Company is included in the Company's and the Group's profit and loss account. The Company's and the Group's share of post acquisition results are added to the cost of the investment in the balance sheet. These amounts are taken from the latest audited financial statements of the Company concerned, whose year end is co-terminous with that of the Group.

(n) Borrowing costsBorrowing costs associated with loan facilities utilised in executing qualifying capital work in progress are capitalised in accordance with the provisions of International Accounting Standard No. 23. They include interest charges, establishment fees and other incidental fees directly related to the creation and arrangement of the facilities.

(o) Accounting for franchise fee revenueFranchise fee revenue from an individual franchise sale is recognised, with an appropriate provision for estimated uncollectable amounts, when all material services or conditions relating to the sale have been substantially performed or satisfied by the franchisor in accordance with the provision of Financial Accounting Standard No. 45.

(p) DividendDividends are only recognised as liability when they have been declared at the Annual General Meeting.

(q) Finance LeasesLeased assets are stated at their fair value and are capitalised on installation and depreciated in line with the Company policy on depreciation of the related class of fixed assets. The finance costs of the leases are charged to the profit and loss account in accordance with lease terms.(r) Segment ReportingA segment is a distinguishing component of the Group that is engaged either in providing related products or services (business segment), or in providing products or services within a particular economical environment (geographical segment), which is subject to risks and returns that are different from those of other segments.Segment results, assets and liabilities, and other items are those directly attributable to a segment. (s) Investment propertiesInvestment properties are properties held by the Group for rentals and capital appreciation other than for production, supply of goods and services or for administrative purpose.Investment properties are carried at market value determined every two years by independent external valuers. Increase in their carrying amounts is credited to the revaluation reserve in shareholders' equity. Decreases that offset previous increases of the same assets are charged against the revaluation reserve while all other decreases are charged against the income statement.Revaluation surplus on disposed assets are written back to income in line with the provision of Statement of Accounting Standard (SAS) No. 13 on Accounting for Investments.

(t) Property Stock/Property Stock-in-ProgressThese are properties bought or developed solely for trading purposes, that is, properties developed for sale. They are stated at the lower of cost and net realizable value.

52

2010 ANNUAL

REPORT & ACCOUNTS

group value added statement

2010

Group Company

20102009 2009

%

N Million

%N Million

% %N Million

N Million

Turnover Share of associated company profit Interest received & other income Cost of materials and services: Imported Local

Value Added

Used as follows: Employees Taxes Interest charges Depreciation Non-controlling interests To pay Dividend Future investment

Note: Cost of materials and services:

ImportedLocal

======

=============

=============

=======

-------------------------

-------------------------

======

======

======

------------

------------

=======

=======

=======

-------------

-------------

======

======

======

------------

------------

======

======

======

------------

------------

=======

=======

=======

-------------

-------------

------------ ------------------------ ------------ ------------ ------------ ------------

56,605.0 11.6

605.9

(1,623.2) (39,213.9

16,385.3

4,665.2 1,899.3 1,447.8 2,195.9 2,158.0 1,664.7 2,354.4 16,385.3

1,623.2 39,213.9

40,837.1

======

======

======

------------

------------

------------

100.0

28.5 11.5 8.8

13.4 13.2 10.2 14.4

100.0

3.8 96.2

100.0

20,134.6 -

1,048.3

(22.3) (13,480.8)

7,679.8

3,290.0 725.8 260.5

1,514.5 -

1,664.7 224.3

7,679.8

22.3 13,480.8

13,503.1

100.0

42.8 9.6 3.4

19.7 -

21.7 2.9

100.0

0.2 99.8

100.0

52,313.7 17.3

651.3

(1,161.1) (35,367.2)

16,454.0

4,699.4 1,642.7 1,863.8 2,797.3 2,259.9 1,760.8 1,430.1

16,454.0

1,161.1 35,367.2

36,528.3

100.0

28.6 10.0 11.3 17.0 13.7 10.7 8.7

100.0

3.2

96.8

100.0

19,326.2 -

1,872.0

(22.3) (14,114.0)

7,061.9

3,274.0 323.0 327.4

1,540.1 -

1,280.6 316.8

7,061.9

22.3 14,114.0

14,136.3

100.0

46.4 4.7 4.6

21.8 -

18.0 4.5

100.0

0.2 99.8

100.0

53

2010 ANNUAL

REPORT & ACCOUNTS

group profit and loss account for the year ended 31st December, 2010

Group Company

Notes

1

2 3

4(i)

7(i)

24

23

Third party turnover Cost of sales

Gross profit Selling & distribution expenses Administration expenses

Operating profit Other income Share of profit of associated companyInterest income Interest expense

Net operating profit

Profit/(loss) from disposal of fixed assets Profit on disposal of investment shares

Profit before taxation

Taxation

Profit after taxation Non-controlling interest

Profit attributable to ordinary shareholdersTransferred to General Reserve

Earnings per share after tax & N-CI - basicEarnings per share after tax & N-CI - adjusted

Market price per share (kobo) (daily official listing as at 31 Dec.)

2010=N='000

2009=N='000

2010=N='000

2009=N='000

6

The Statement of significant accounting policies on pages 50 and 51 and the notes on pages 56-75 form an integral part of these financial statements.

52,313,682 (35,863,475)

16,450,207 (1,177,665) (7,039,711)

8,232,831 296,888

17,316 354,441

(1,863,753)

7,037,725

(38,868) 94,665

7,093,521

(1,642,719)

5,450,802

(2,259,935)

3,190,867

199 199

3,751

19,326,151 (15,712,011)

3,614,140 (590,411)

(2,699,101)

324,628 1,729,891

-

-

142,121 (327,416)

1,869,226

(43,467) 94,665

1,920,423

(323,031)

1,597,392 -

1,597,392

100 100

56,604,958 (40,100,881)

16,504,077 (1,436,446) (6,669,395)

8,398,236 89,022 11,607

516,920 (1,447,756)

7,568,029

508,422 -

8,076,451 (1,899,343)

6,177,108

(2,157,981)

4,019,127

314 251

3,700

20,134,638 (15,430,730)

4,703,908 (545,802)

(2,877,101)

1,281,005 882,927

- 165,422

(260,503)

2,068,851

545,946 -

-

2,614,797 (725,781)

1,889,016 -

1,889,016

148

118

4(ii)

3,751 3,700

58

2010 ANNUAL

REPORT & ACCOUNTS

Group Company

3. Share of profit of associated company

4(i) Disposal of fixed assets

Group Company

5. Unclaimed Dividend

Opticom Leasing Company Limited

2010N'000

17,316

2009N'00011,607

2010N'000

-

2009N'000

-

Profit on disposal of fixed assets Total

/(loss) N'000

2010 2009N'000

N'000

2010 200N'000

9

Group Company

Opening Dividend declaredPayments

Total

balance

2010N'000

200N'000

9 20N'000

10 2009N'000

notes to the financial statements

(38,868)

(38,868)

(43,467)

(43,467)

4(ii) Disposal of investment shares

Profit on disposal of shares in General Cotton Mills LimitedTotal

N'000

2010 2009N'000

N'000

2010 20N'000

09

Group Company

94,665

94,665

94,665

94,665

1,616,250 1,664,749

(1,162,179)

2,118,820

1,616,250 1,664,749

(1,429,445)

1,851,554

508,422

508,422

545,946

545,946

1,283,275 2,561,153

(2,228,178)

1,616,250

1,192,722 2,561,153

(2,137,625)

1,616,250

-

-

-

-

61

2010 ANNUAL

REPORT & ACCOUNTS

8. particulars of directors and staff

(ii) The table below shows the number of employees (excluding directors), who earned over =N=100,000 as emoluments in the year And were within the bands stated.

(I) The group has in its employment during the year the weekly average number of staff in each category below. The aggregate amount stated against each category was incurred as wages and pension costs during the year.

=N='000

Cost

Number =N='000

Cost

Number

Management

Staff TotalCost per Staff

2010 2009

(iii) Emoluments of directors Fees Other emoluments

2009 Number

2010Number

=N=

200,000 300,000 400,000 500,000 600,000 700,000 800,000 900,000 1,000,000 1,100,000 1,200,000 1,300,000 1,400,000 1,500,000

Above

- - - - - - - - - - - - - -

and

=N= 100,001 200,001 300,001 400,001 500,001 600,001 700,001 800,001 900,001 1,000,001 1,100,001 1,200,001 1,300,001 1,400,001 1,500,001

=N='000

Cost =N='000

Cost 2010 2009

Group Company

730 2,266,711

3,420 2,432,698 4,150 4,699,409

1,132

1,512,525

1,761,431 3,273,956

507 466 305 693 467 354 315 303 162 84 63 38 35

40 318

4,150

732

3,852 4,584

2,149,435

2,515,782 4,665,217

1,018

1,482,826

1,807,214 3,290,040

1,090 849 372 545 261 291 239 222 104 100

76 61 33 19

322 4,584

2009 N'000

1,542

54,257 55,799

6,730

20,390

(Iv) The Chairman’s Emolument

Emolument of the Highest paid director (v)

2010N'000

1,542 85,846 87,388

6,830

22,403

64

2010 ANNUAL

REPORT & ACCOUNTS

11. Fixed assets

LAND AND BUILDINGS

=N='000

CAPITAL WORK-IN-

PROGRESS=N='000

MOTOR VEHICLES,

OFFICE FURNITURE& FITTINGS

=N='000

PLANT & MACHINERY

=N='000TOTAL

=N='000

(ii) Company

(iii) Properties

notes to the financial statements

Cost/Valuation Balance 1 January 2010 Additions during the year Reclassifications Disposals Balance 31 December 2010

Depreciation Balance 1 January 2010 Charged for the year Disposals

Balance 31 December 2010

Net book values at: 31 December, 2010

31 December, 2009

5,523,197 255,004 185,034

(285,918)

5,677,317

1,353,559 263,043

(93,119)

1,523,483

4,153,834

4,169,638

6,619,885 64,346

606,109 (357,153)

6,933,187

3,225,030 698,441

(281,059)

3,642,412

3,290,775

3,394,855

4,479,402 516,756 85,198

(271,858)

4,809,498

2,739,799 578,675

(153,229)

3,165,245

1,644,253

1,739,603

931,368 882,274

(876,341) (274,941)

662,361

- -

-

-

662,361

931,368

17,553,852 1,718,379

- (1,189,869)

18,082,362

7,318,388 1,540,159

(527,407)

8,331,140

9,751,223

10,235,464

The land and buildings of the company and the properties, plant and machinery of a subsidiary were revalued as at 31 December, 1997 by Messrs Adegbemile, Akinlosotu Aganga & Co, Estate Surveyors and Valuers, on the basis of open market values between a willing buyer and a willing seller.

The surplus arising from this revaluation was credited to the capital reserve account.

(iv) All other categories of fixed assets are stated at cost.

65

2010 ANNUAL

REPORT & ACCOUNTS

12. investment properties

(i)

(ii)

Cost/Valuation Balance 1 January 2010

Additions during the year Disposals/write offs/adjustments Revaluation on assets disposed Reclassification

Balance 31 December 2010

31 December 2009

TOTAL =N='000

PROPERTIES UNDER

CONSTRUCTION =N='000

LEASEHOLD BUILDINGS

=N='000

FREEHOLD BUILDINGS

=N='000

13. long term investments

(i)

TOTAL INVESTMENT PROPERTIES

=N='000

2,622,257

19,156 -

520,413 99,234

3,261,060

2,622,257

21,584,229

42,504 (535,450)

(3,323,281) 86,583

17,854,585

21,584,229

24,206,486

61,660 (535,450)

(2,802,868) 185,817

21,115,645

24,206,486

14,510,774

8,010,100 (2,183,220)

(30,761) 2,749,462

23,056,355

14,510,774

38,717,260

8,071,760 (2,718,670) (2,833,629)

2,935,280

44,172,000

38,717,260

Investment Properties The revaluation of investment properties is done every two years. The last revaluation was as at December 31st, 2010 and was done by the following external Surveyors and Valuers. Messrs J A Oluwatundimu & Co, Adegbemile, Akinlosotu Aganga & Co., and Jide Taiwo - Lagos area. Jide Taiwo & Co - Eastern Region Messrs Garba Kibiya & Co -Northern Region

The valuation were prepared on an existing use basis. The surplus arising from the revaluation exercise was credited to the revaluation reserve account.

These comprise investments in wholly-owned, subsidiaries and associated company. Consolidated profit and loss account and balance sheet have been prepared for the company and its operating subsidiaries: GM Nigeria Limited, Spring Waters Nigeria Limited, CAP Plc, Grand Cereals Limited, Warm Spring Waters Nigeria Limited, UACN Property Development Company Plc, Mr. Bigg's Ghana Limited, UNICO CPFA Limited and UAC Registrars Limited. Opticom Leasing Company Limited is the only associated company.

68

2010 ANNUAL

REPORT & ACCOUNTS

notes to the financial statements

Processing of locally sourced grains and oil seeds into grits, flour, oil and cake and production of poultry feeds.

(b) GM Nigeria Limited

(c) Spring Waters Nigeria Limited

(d) Chemical and Allied Products Plc

(e) Warm Spring Waters Nigeria Limited

(f) Mr. Bigg's - Ghana Limited

(g) UNICO CPFA Limited

(h) UAC Registrars Limited

(i) UACN Property Development Co Plc

64.00

60.00

94.55

50.18

75.94

100.00

86.67

100.00

46.00

Ordinary Shares of=N=1 each432,000,000

(iv) Other relevant details are as follows:

Associated Company: -

(a) Opticom Leasing Company Limited 24,000,000 Ordinary Shares of =N=1 each 40.00 Equipment Leasing

Company Subsidiaries Number of

shares held

Nominal unit value of

shares held

Nominal unit value

of shares held

% tage

holdingMajor activities

Sale and assembly of motor vehicles

Production of bottled Spring Water

Manufacturers of paints and chemicals

Production of bottled natural Spring Water

Mr. Bigg's Quick Service Restaurants

Pension funds management services

Companies registrars

Property Management & Real Estate Development

UPDC Plc has the following investments: UPDC Hotels Limited 1,845,852,273

Ordinary Shares of =N=1 each

Ordinary Shares of =N=1 each

Ordinary Shares of 50k each

Ordinary Shares of =N=1 each

Ordinary Shares of =N=1 each

Ordinary Shares of =N=1 each

Ordinary Shares of =N=1 each

Ordinary Shares of 50k each

Ordinary Shares

Convertible Peference shares

of =N= 1 each

Ordinary Shares of =N=1 each

Ordinary Shares of =N=1 each

Ordinary Shares of =N=1 each

94.70

67.50

6.70

Hotel and Accommodations

Management

Architects and Building Engineers

Property Acquisition, Development and Sale

Closed Pension Funds Administrator

236,647,227

53,810,000

505,000

10,000,000

Manor Gardens Prop. Dev. Co.

1004 Estates Limited

UNICO CPFA Limited

(a) Grand Cereals Limited

72,000,000

945,395,662

140,261,080

446,475,000

11,666,667

130,000,000

50,000,000

632,500,000

69

2010 ANNUAL

REPORT & ACCOUNTS

(V) Condensed results of operations for subsidiaries as at 31 December

SWAN Limited N'000

Mr Bigg’s Ghana Ltd

N'000

uacREG Limited N'000

GC Limited N'000

CAP Plc

N'000

GM Nigeria Ltd

N'000

Condensed profit and loss accounts Turnover Gross profit Operating profit/(loss) Profit/(loss) before taxation Taxation Profit/(loss) after taxation

Condensed financial position Current assets Current liabilities Net assets/(liabilities)

Condensed cash flow Net cash generated/(used) in operation activities Net cash used in investing activities Net cash used in financing activities

Movement in cash and cash equivalents

Subsidiary financial split Cash and bank balances Bank loans Bank overdrafts/commercial papers

WSWN Limited N'000

14. Stocks CompanyGroup

2009=N='000

2010=N='000

2009=N='000

2010=N='000

Raw materials and work-in-progress Property stocks and work-in-progress-UPDC PlcTechnical stocks and spares

Trading and other sundry stocks

UPDC Plc

N'000

UNICOLtd

N'000

5,317,028 366,223 582,210

2,174,558

8,440,019

770,442 -

391,225 83,180

1,244,847

1,705,259 339,819 66,930 68,628 58,077 10,551

1,945,990 (1,043,517)

931,856

123,465 (2,402)

(306,228)

(185,165)

38,886 -

905,178

3,644,934 1,725,765 1,136,706 1,139,015

256,158 882,857

2,108,880 (1,237,728)

1,147,421

473,699 (58,008)

(615,006)

(199,315)

1,401,957 - -

16,870,126 4,340,119 2,684,378

2,682,060 780,652

1,901,408

6,198,348 (2,615,051) 5,905,910

1,357,539 (426,693)

(2,045,214)

(1,114,368)

295,593 (408,735)

(1,049,883)

97,952 97,952 61,806 61,806 32,772 29,034

833,870 (692,004)

156,780

88,283 (5,273)

(74,475)

8,535

739,794 - -

228,920 11,673

(2,314) (2,314)

- (2,314)

82,570 (45,225) 169,973

6,391 (8,705)

-

(2,314)

25,138 - -

1,404,930 412,066 162,798 162,798

10,102 152,696

714,663 (575,454) 686,444

342,022 (114,497)

2,578

230,103

55,023 - -

705,719 189,234

8,402 10,689

(46,454) 57,143

235,997 (233,464)

455,043

227,394 (171,247) (31,278)

24,869

420,249 - -

135,385 135,385 49,055 49,055 6,299

42,756

254,897 (27,013) 243,008

7,380 (2,551)

(37,500)

(32,671)

38,886 - -

8,194,305 5,584,054 2,538,148 2,538,772 495,069

2,043,703

29,377,654 (19,706,800)

33,927,984

805,758 (7,472,373) 9,108,056

2,441,441

240,940 (19,934,800)

(3,570,629)

4,908,351 3,139,926

919,381 1,277,336

10,244,994

816,356 -

395,982 57,435

1,269,773

70

2010 ANNUAL

REPORT & ACCOUNTS

15. Debtors and pre-paymentsCompanyGroup

16. Cash and bank balances CompanyGroup

2009=N='000

2010=N='000

2009=N='000

2010=N='000

Trade debtors Deposit for import Advance against gratuity Amount owed by associated companies Other debit balances Pre-payments and accrued income

200=N='000

920=N='000

102009=N='000

2010=N='000

Cash in hand and at banks

Bank overdrafts Bankers acceptances and commercial papers

Net cash and bank balances

notes to the financial statements

CompanyGroup

17. Creditors & accruals 2009

=N='000

2010=N='000

2009=N='000

2010=N='000

Trade creditors Other credit balancesAccruals and deferred income

Total

5,373,620 106,289

518 -

2,820,490 1,504,708

9,805,625

1,261,557 - -

440,432 809,379 928,474

3,439,842

7,246,162

1,390,708 5,691,252

7,081,960

164,202

2,235,868

56,271 1,500,000

1,556,271

679,597

7,707,450 7,935,884 3,835,038

19,478,372

1,694,739 436,498 630,114

2,761,351

3,796,545 98,160 11,383

- 1,706,306 1,492,900

7,105,294

1,408,550 - -

846,350 1,325,070 869,093

4,449,063

5,530,715

9,223,761 5,950,000

15,173,761

(9,643,046)

1,690,537

2,519,097 -

2,519,097

(828,560)

Note: -

The Group bank overdraft included N1.1b in Grand Cereals Limited and N0.3b in UPDC Plc while the commercial papers of N1.5b and N3.3b were owed by Corporate Centre and UPDC Plc respectively to some local banks.

7,688,728 7,915,083 2,543,390

18,147,201

1,195,567 731,512

676,430

2,603,509

71

2010 ANNUAL

REPORT & ACCOUNTS

18. Provisions for deferred taxationCompanyGroup

2009 N'000

20 N'000

102009 N'000

2010 N'000

Balance at January

Provisions on the revaluation reserve - UPDC Plc

(Credit)/charge during the year

Balance at December

CompanyGroup19. Creditors falling due within and after one year

2009 =N='000

2009=N='000

2010=N='000

Maturity date

November, 2012

August, 2015December, 2014

August, 2015

October, 2010

Creditors falling due within one year:Terms loan/lease rental:Access Bank Plc and UBA - finance lease

Agric/term loans:UBA PlcTerm loanUPDC 10% 5-year Bond Term loans/lease rentals:UBA Plc

2010=N='000

2,449,603

(226,804)

(350,272)

1,872,527

35,997

-

(242,799)

(206,802)

168,386

408,735

4,934,800 15,000,000

- 20,511,921

168,386

- --

-

168,386

2009 N'000

1,708,772

2009 N'000

2,242,794

2010 N'000

2,339,015Gratuity obligations

20. Provisions for liabilities and charges

2010 N'000

1,819,157

CompanyGroup

3,042,227

(565,588)

(27,036)

2,449,603

(132,122)

-

168,119

35,997

175,053

- 6,500,849

-

256,836 6,932,738

175,053

--

-

256,836 431,889

The group average interest rate for the facilities from local banks during the year was 13.27% (2009: 18%) while that of Bond was 10%

72

2010 ANNUAL

REPORT & ACCOUNTS

2009 N'000

2010 N'000

2009 N'000

2010 N'000

Movement in gratuity and unfunded retirement benefits provisions:

Opening balance as at 1st JanuaryProvision during the yearAdditional provision during the yearPayment during the year

Closing balance as at 31st December

CompanyGroup

Value=N='000

1,000,000 1,000,000

640,288-

640,288

Number000

2,000,000 2,000,000

1,280,576-

1,280,576

Authorised: Balance at the beginning of the year Balance at the end of the year Issued and fully paid: Balance at the beginning of the year Bonus issue during the year Balance at the end of the year

Ordinary shares of 50k each

21. Share capital2009

Value=N='000

1,000,000 1,000,000

640,288 160,072800,360

Number000

2010

2,000,000 2,000,000

1,280,576 320,144

1,600,720

2,242,794 414,513

350,000 (668,292)

2,339,015

1,708,772 283,607 350,000

(523,222)

1,819,157

(i) Pension and gratuity obligations.

(a) The pension scheme of the employees is handled by UNICO CPFA Limited.

(b) Gratuity obligations represent provisions for liabilities in respect of retirement gratuity as stated in the accounting policies.

1,941,452 391,045 350,000

(439,703)

2,242,794

1,501,227 22,186

350,000 (364,641)

1,708,772

The amount recognised in the balance sheet for the unfunded gratuity scheme are based on an actuarial valuation of the company's obligation as at 31 December 2010. In line with the group's policy of performing actuarial valuation every three years. The valuation as at 31st December 2010 is N2.8billion giving a shortfall of N1billion which is to be provided for over the next 2 years. The valuation of the accrued benefits payable as at 31 December 2010 if the plan is discontinued is N1.1 billion. Assumptions used in the actuarial valuation are:Discount rate 12%Inflation rate 10%Future salary increase 12%

The bonus issue of 1 ordinary share for every 4 shares was approved at the last annual general meeting held on the 16th June 2010

73

2010 ANNUAL

REPORT & ACCOUNTS

22. Share premium, revaluation, capital & other reserves

2010=N='000

4, 1,984,452

15,896,52720,870

126,79722,123,254

094,608

=N='000

4,254,680 1,984,45218,503,353

20,870126,797

24,890,152

2009 2010=N='000

4,094,6081,984,452

--

126,7976,205,857

2009=N='000

4,254,680 1,984,452

--

126,7976,365,929

Share premiumCapital reserveRevaluation surplus - UPDC Plc

Other reserveBalance at the end of the year

Contingency reserve

CompanyGroup

Balance at the beginning of the year Profit for the periodTransfer to contingency reserve-UNICODividend declared (note 9(i))

23. Profit attributable to ordinary shareholders 2009

=N='0002009

=N='000=N='0002010 2010

=N='000

CompanyGroup

2010=N='000

2009=N='000

24. Non-controlling interest

This comprises amounts due to holders of non-controlling shares in subsidiary companies.

Share capital Share premium

Capital eserve Retained profit of previous years Retained profit for the year Balance at the end of the year

& other r

Balance at the beginning of the year Bonus issue during the year

Balance at the end of the year

Share premium

4,254,680 (160,072)

4,094,608

4,254,680 (160,072)

4,094,608

11,956,268 3,190,867

- (1,664,749)

13,482,386

4,894,114 1,597,392

- (1,664,749)

4,826,757

928,888 2,393,247 3,364,236

235,365 2,259,936 9,181,670

4,254,680 -

4,254,680

4,254,680 -

4,254,680

10,503,4704,019,127

(5,176)(2,561,153)

11,956,268

5,566,2511,889,016

-(2,561,153)

4,894,114

773,1902,293,7672,015,918

236,1722,157,981

7,477,028

74

2010 ANNUAL

REPORT & ACCOUNTS

As indicated in note 14 (long term investments), the Company has shareholding in some of its associated companies.

27. Related parties transactions

The following transactions were carried out with related parties:

(i) Sales and purchases of goods and services

(a) Sales of goods and services: N’000

UACN Property Development Co. PlcWarm Spring Waters Nigeria LimitedChemical & Allied Products PlcSpring Waters Nigeria LimitedGrand Cereals Limited

’N 0002010 2009

There were litigations in the ordinary course of business as at the balance sheet date. It is the Directors' opinion that no materialliability against the Company will arise therefrom.

26. Contingent liabilities

Capital expenditure authorised

Capital expenditure authorised & contracted

2010=N='000

644,800

625,900

=N='000

2009 20=N='000

303,840

265,840

10 2009=N='000

119,244

119,244

CompanyGroup

25. Commitment for capital expenditureAt 31st December 2010, the amount of capital expenditure authorised by the Board and still unspent but have been contractedat the balance sheet date are summarized below:

notes to the financial statements

103,140106,555

- 74,833

- 284,528

210,654

210,654

129,729-

30,276-

3,567163,572

75

2010 ANNUAL

REPORT & ACCOUNTS

N 000’’N 0002010 2009

The related party transactions were carried out on commercial terms and conditions.

(ii) Loans to directors.No loans were granted to the directors of the company during the year (2010 Nil).

29. Post balance sheet events

30. Comparative figures

There has been no material post balance sheet event to date.

31. Approval of the Financial Statement

The Financial Statements were approved by the directors on 29th of March, 2011

Reclassifications have been made in respect of certain prior year figures in order to conform with current year presentation,

UACN Property Development Co. PlcGM Nigeria LimitedWarm Spring Waters Nigeria LimitedGrand Cereals LimitedChemical & Allied Products Plc

(b) Purchases of goods and services:

ReceivableGM Nigeria LimitedSpring Waters Nigeria LimitedUACN Property Development Co. PlcChemical & Allied Products PlcWarm Spring Waters Nigeria LimitedMr Bigg’s Ghana Ltd.

The related party transactions were carried out on commecials terms and conditions (c) Balances outstanding at the year end in respect of inter-company were:

126,447262,793

- -

30,711419,951

56,21725,400

- 14,8402,700

415,926515,083

58,043183,22747,928

-13,203

302,401

--

8,19822,911

137,267309,929478,305

76

2010 ANNUAL

REPORT & ACCOUNTS

Group five year financial summary

Note: The dividends, earning and net assets per share of 50 kobo are computed respectively on the proposed dividend, the profit after taxationand the shareholders funds, each on the basis of the number of ordinary shares in issue as at 31st December

2007N

2006N

2008N

18,009 1,313 1,287 1,200

21,809

27,354 4,861 19,973 1,487 53,675

41,157 6,728 7,561 1,941

57,387

12,668

4,579 4,562

21,809

54,715

2,123 (3,163)

53,675

70,575

2,074 (15,262)

57,387

2,692

1,889

34,082 3,058

9

14,155

1,847

37,155 4,403

13

8,154

2,042

53,652 8,527

11

(1,423)

3,204 (1,285)

1,919

3,170 1,591

33,978

(1,450)

2,803 (2,177)

627

5,682 4,750

67,102

(2,005)

4,241(2,561)

1,680

6,160 2,801

44,308

Naira millions

Ordinary shareholders' fundsNon-controlling interestCreditors due after one year Provision for liabilities and chargesTotal Employment of fundsFixed assetsLong-term investments Net current (liabilities)/assets

Total

Capital expenditure

DepreciationResultsTurnoverProfit before taxShare of profit of associated companies

Taxation

Profit after taxDividends

Profit of the year retained

Share prices: High (kobo)Low (kobo)

Market capitalisation (year-end)

Dividends per share (kobo)Dividends per share (kobo)- adjustedEarnings per share (kobo)Earning per share (kobo)- adjustedNet assets per share (kobo)Dividends cover (times)

Funds employed 2009

N 37,487

7,4779,3822,243

56,589

54,472

2,204(87)

56,589

13,726

2,196

56,6057,568

12

(1,899)

4,019(1,665)

2,354

4,1962,246

47,061

2010N

36,406 9,182

22,385 2,339 70,312

51,572

2,253 16,487

70,312

12,044

2,797

52,314 7,038

17

(1,643)

3,191 (1,761)

1,430

5,848 3,616

58,826

110 110 199 199

2,848 1.8

170136175140

2,5161.0

10088

200160

1,3552.0

200160265212

3,7391.3

130104314251

3,5112.4

77

2010 ANNUAL

REPORT & ACCOUNTS

Movement in share capital

ConsiderationFrom=N='000

Authorised capital

DateTo

=N='000

Issued and fully paid capital

From=N='000

To=N='000

30/09/197623/09/197730/09/1978

26,00040,00080,000

40,00080,000

100,000

23,76039,60079,200

39,60079,20099,000

Scrip Issue (2 for 3)Scrip Issue (1 for 1)Scrip Issue (1 for 4)

According to the register of members, one shareholder of the company (Stanbic Nominees Ltd) held more than 5% of the issued capital of the companyas at 31st December.

Shareholdings

shareholders' information

Number of holdings Number of shares Number of holders Percentage

1501

1,0015,001

50,001100,001500,001

1,000,00110,000,001

---------

5001,0005,000

50,000100,000500,000

1,000,00010,000,000

and over

10,296,69316,629,106

245,887,877196,860,528

49,350,714134,700,367

81,130,343286,743,405579,121,289

1,600,720,322

35,59423,236

110,78117,378

713647110108

17

188,584

18.8712.3258.729.210.380.340.060.060.01

100.00

30/09/199011/04/199016/09/199305/04/199415/02/1995

03/07/199609/08/200027/10/200416/06/2010

100,000148,500163,350204,188204,188204,188

300,000500,000

148,500163,350204,188204,188204,188

300,000500,000

1,000,000

99,000148,500163,350204,188161,308181,727227,159454,318

148,500163,350204,188161,308181,727227,159454,318

640,288

Scrip Issue (1 for 2)Scrip Issue (1 for 10)Scrip Issue (1 for 4)Capital ReductionOffer for subscriptionScrip Issue (1 for 4)Scrip Issue (1 for 1)Right Issue (1 for 4)

Dividends declared during the last five years were as follows:

Five year dividend history

Date declaredTotal amount

=N='000Dividend per share

% of companyProfit after taxation

18th May, 200617th May, 200731st Dec, 2007 & 23rd May, 200820th May, 200916th June, 2010

970,9841,284,6242,176,9802,561,153

1,664,749

85.00k100.00k170.00k200.00k130.00k

6194799988

Percentage %

0.641.04

15.3612.303.088.415.07

17.9136.18

100.00

1,000,000 1,000,000 Scrip Issue (1 for 4)800,360640,288

78

2010 ANNUAL

REPORT & ACCOUNTS

Since becoming a public company in 1974, the company has declared dividends and issued a number of scrip shares.

Currently, our unclaimed dividend accounts indicate that some dividend warrants have not been presented to the bank for payment while others havebeen returned to the registrar as unclaimed because the addresses could not be traced.

This notice is to request all affected shareholders to contact:

The RegistrarUAC Registrars Limiteduac house1 - 5 Odunlami StreetLagos.Tel: 01-8730080-5Email: uacreg@uacnplc.com

unclaimed dividends and share certificates

The Dividends are set out below:

Date declared Amount unclaimedDividends

Year

1997199819992002200320042005200620072007200820092010

Day

9 9 7 22 21 19 18 17 23 31 31

1616

Month

July July

May May May May May May May Dec MayJuneJune

No

33 34 35 36 37 38 39 40 41 42 43

4445

N'000

Dec.20092010 N'000

21,946 20,558 27,089 16,427 41,184 82,237

145,649 168,032

209,067 31,374

311,961 463,528 312,504

22,045 20,658 27,089 16,427 41,184 82,237

145,649 170,032 210,067

41,373 327,961 511,528

-

I/We

being a member/members of UAC OF NIGERIA PLCdo hereby appoint---------------------------------------------------------- or failing him the Chairman of the Meeting as my/our proxy to vote for me/us on our behalf at the General Meeting of the

th Company to be held on Wednesday 15 June, 2011 and at every adjournment thereof

Please indicate your wish by placing 'X' in the appropriate square , Put the 'X” beside the motion before meeting and not any of the others

Signature of member/proxy ………………………Dated this ………… day of ……………………… 2011. Date: ………………………………………………..........Shareholder's signature…………………………………..

NOTES1. A member (shareholder) who is unable to attend an Annual General Meeting is allowed by law to attend by proxy. The above form has been prepared to enable you to exercise your vote if you cannot personally

attend.2. Provision has been made on this form for the Chairman of the Meeting to act as your proxy, but if you wish you may insert in the blank space on the form (marked*) the name of any person, whether a

member of the Company or not, who will attend the Meeting and vote on your behalf instead of the Chairman of the Meeting.3. Please sign the above proxy form and post it so as to reach the address shown over leaf not later than 10.00 a.m. on Monday 13th June 2011. If executed by a corporation, the proxy form should be sealed with

the Common Seal or signed.4. The proxy must produce the Admission form sent with the Report and Accounts to obtain entrance to the Meeting.5. The proxy form should not be completed and sent to the address if the member will be attending the meeting in person.

IF YOU ARE UNABLE TO ATTEND, PLEASE(a) Write the name of your proxy (if any) where marked.* (b) Ensure that the form is signed by you and stamped with COMMISSIONER OF STAMP DUTIES.(c) Tear the proxy form along the perforated lines and post so as to reach the address shown overleaf not later than 48 hours before the time of holding the meeting.-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ADMISSION FORMUAC OF NIGERIA PLCAnnual General Meeting Admission Card

Please admit

to the Annual General Meeting of UAC OF NIGERIA PLC which will be held at the

IMPORTANT NOTICE:

1. This admission card must be produced by the Shareholder or his proxy in order to obtain entrance to the Annual General Meeting.2. Shareholders or their proxies are requested to sign the admission card in the appropriate place before attending the Meeting

GODWIN A SAMUEL, ESQCOMPANY SECRETARY/LEGAL ADVISER ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------UAC OF NIGERIA PLCAnnual General Meeting Admission CardName and Address of Shareholder

Signature of person attendingSHAREHOLDER……………………………….PROXY……………………………………………

at the Borno-Rivers Hall, Transcorp Hilton, 1 Aguiyi Ironsi Street, Maitama, Abuja FCT

on Wednesday 15th June, 2011 at 11.00am

thAnnual General Meeting to be held at 10.00 a.m. on Wednesday 15 June, 2011at the at the Borno-Rivers Hall, Transcorp Hilton, 1 Aguiyi Ironsi Street, Maitama, Abuja FCT.

UAC OF NIGERIA PLC

RESOLUTIONS FOR AGAINST

ORDINARY BUSINESS

To declare Dividend

To re-elect Mrs. A Ajumogobia

To re-elect Dr S A Ndanusa

To authorize the directors to fix Auditor’s remunerations

To elect members of the Audit Committee

SPECIAL BUSINESS To fix remuneration of Directors and approve benefits for retired Directors.

PLEASE AFFIXSTAMP

If undelivered please return toUAC REGISTRARS LIMITED2ND FLOOR, UAC HOUSE1-5 ODUNLAMI STREET

P.O.BOX 2183LAGOS

The RegistrarUAC Registrars Limiteduac house1 - 5 Odunlami StreetLagos.Tel. 01-8730080-5Email: uacreg@uacnplc.com

To:The Registrar,UAC Registrars Limited,1-5 odunlami Street,Marina, Lagos.

Please credit my account at Central Securities Clearing Systems Limited (CSCS) with all subsequent allotments and bonuses to me from holdings in the companies as indicated in the right-hand column.

Personal DataSurname…………………………………………………………………………………………..

Other Names…………………………………………………………………………………….

Address……………………………………………………………………………………………

…………………………………………………………………………………………………………

………………………………………………………………………………………………………..

Mobile Phone…………………………………………………………………………………

Email………………………………………………………………………………………………

Shareholder's Signature

(1)…………………………………………………………………………………………

(2)…………………………………………………………………………………………

Corporate Seal/Stamp (for Corporate Shareholders)………………………….

CSCS DetailsStockbroker……………………………………………………………………………………

Clearing House number………………………………………………………………..

………………………………………………………………………………………………………..

Authorized Signature & Stamp of Stockbroker

Please attach a copy of your CSCS statement to this form as evidence that a CSCS account has been opened for you.

MANDATE FORM

MANDATE FOR e-Dividend PAYMENT

It is our pleasure to inform you that you can henceforth, collect your dividend through DIRECT CREDIT into your Bank Account. Consequently, we hereby request you to provide the following information to

enable us process direct payment of your dividend (when declared) into your bank account.

Ii I It Date (DD/MM/YYYY)

Surname/Company’s Name

Other Names (for Individual Shareholder)

Present Postal Address

City

State

Email Address

Mobile (GSM) Phone Number

Bank Name

Branch Address

Bank Account Number

Bank Sort Code

NAME OF COMPANY

UAC OF NIG. PLC

I/WE hereby request that from now, all dividend warrant(s) due to me/us from my/our holding(s) in the Company ticked above be credited to my/our Bank named above.

APPENDIX II

Please be informed that by filling and sending thisform to us for processing, you have appliedfor the e-Dividend thereby, authorizing us to credit your account (in respect of dividends ) electronically.

PLEASE COMPLETE AND RETURN TO US

Company Seal/Incorporation Number (Corporate Shareholder)Shareholder’s Signature or ThumbprintShareholder’s Signature or Thumbprint

AUTHORISED SIGNATUIRE $ STAMP OF BANKERS

1-5 Odunlami Street,

P.O. Box 2183, Lagos

Shareholder’s Signature or Thumbprint

registrars limited

a subsidiary of uac

nigeria plc

REGISTRAR’S USE

NAME:

………………………

SIGNATURE: ………………

DA TE: ……………………….