Lafarge

Feb 28, 2023

02/28/2023 | 08:42am EST Message : 10 11 16 17 18 20 21 101 Group Managing Director/CEO Non-Executive Director Non-Executive Director Non-Executive Director Non-Executive Director 335/337, Herbert Macaulay Road, Guaranty Trust Bank Plc Stanbic IBTC Bank Plc Wema Bank Plc Globus Bank Limited 3 Directors' Report The Directors are pleased to present the Annual Report of Lafarge Africa Plc ("the Company") and its subsidiaries (together, "the Group") along with the audited Consolidated and Separate Financial Statements of the Group for the year ended 31 December 2022. Legal form Lafarge Africa Plc, a public quoted company on The Nigerian Exchange Group (NGX), was incorporated in Nigeria under the Companies Act (now Companies and Allied Matters Act (CAMA) 2020) on the 24th of February 1959. The Company became listed on the Nigerian Stock Exchange in 1979. The name of the Company was changed from Lafarge Cement WAPCO Nigeria Plc to Lafarge Africa Plc on the 9th of July 2014. The principal activities of AshakaCem Limited is the manufacturing and marketing of cement. The principal activities of Wapsila Limited is the generation and sale of power. Wapsila Limited is yet to commence operations as at 31 December 2022. Principal activities During the year under review, the principal activities of the Group and Company remained manufacturing and marketing of cement, concrete and aggregates products, including the provision of building solutions. Results and dividends The results of the Group and Company for the year ended 31 December 2022 are set out on page 16. The summarised results are presented below. Group 53,590,128 The Board of Directors is proposing gross dividend of 200k (2021: 200K) on every ordinary share in issue amounting to ₦32,215,591,442.00 (2021: ₦32,215,591,442.00 ). The proposed dividend, if approved by shareholders, is payable from the pioneer profits and is not subject to deduction of withholding tax. The proposed dividend is subject to approval by the shareholders at the Annual General meeting. Shareholding and substantial shareholders The issued and fully paid-up Share Capital of the Company as at 31 December 2022 was 16,107,795,721 ordinary shares of 50kobo each (31 December 2021: 16,107,795,721 ordinary shares of 50 kobo each). The Register of Members shows that two companies: Associated International Cement Limited (AIC UK) and CariCement BV, held more than 5% of the Company's Issued share capital. Holcim Limited is an international investor holding its shares in the names of its subsidiaries: AIC UK (27.77%) and CariCement BV (56.04%). Total shareholding of Holcim Limited (formerly LafargeHolcim Limited) in the Company was 83.81% as at 31 December 2022. The remaining 16.19% of the issued shares were held by other individuals and institutions. 4 Directors' Report Aside the aforementioned two companies, no other shareholder held more than 5% of the issued share capital of the Company as at 31 December 2022. At the Company's 63rd Annual General Meeting held on 21st April 2022, the shareholders of the Company passed a special resolution for the cancellation of the 3,892,204,279 unissued shares of the Company, in accordance with the requirements of the Companies and Allied Matters Act 2020. Pursuant to this, the Company's authorised, issued and fully paid share capital is N8,053,897,860.50 divided into 16,107,795,721 ordinary shares of 50 kobo each. Shareholding analysis The Registrars have advised that the range of shareholding as at 31st December 2022 was as follows: Range Unclaimed dividend and share certificates The Company has posted to shareholders a list of unclaimed dividend and share certificates. Shareholders are enjoined to review the list to claim their dividend(s) or share certificate(s). For further assistance in this regard, Shareholders should contact the Company Secretary or the Registrars, Cardinal Stone Registrars Limited. The Company's Registrars have advised that the total amount outstanding as at 31 December 2022 is the sum of ₦1,636,941,990. Directors' responsibilities in relation to the financial statements The Directors accept responsibility for the preparation of the annual financial statements set out on pages 16 to 99 that give a true and fair view in accordance with the International Financial Reporting Standards (IFRS) and in the manner required by the Companies and Allied Matters Act (CAMA) 2020 and the Financial Reporting Council of Nigeria Act 2011. The Directors further accept responsibility for maintaining accounting records as required by the Companies and Allied Matters Act (CAMA) 2020 and for such internal control as the Directors determine is necessary to ensure adequate internal control procedures are instituted to safeguard assets, prevent and detect frauds, errors and other irregularities. The Directors have made an assessment of the Company's ability to continue as a going concern and have no reason to believe the Company will not remain a going concern for at least twelve months from the date of this statement. 5