DANGOTE CEMENT : QUARTER 5 - FINANCIAL STATEMENT FOR 2022

DANGOTE CEMENT PLC

CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS

31 DECEMBER 2022

DANGOTE CEMENT PLC

CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2022

CONTENTS	PAGE
Directors' report	2
Report of the Statutory Audit Committee	7
Statement of Directors' responsibilities for the preparation and approval of the financial statements	8
Statement of corporate responsibility for the consolidated and separate financial statements	9
Independent auditor's report	10
Consolidated and separate statements of profit or loss	15
Consolidated and separate statements of comprehensive income	16
Consolidated and separate statements of financial position	17
Consolidated statement of changes in equity	18
Separate statement of changes in equity	19
Consolidated and separate statements of cash flows	20
Notes to the consolidated and separate financial statements	21
Five-year financial summary (Group) - Other National disclosure	88
Five-year financial summary (Company) - Other National disclosure	89
Statement of value added - Other National disclosures	90

DANGOTE CEMENT PLC

CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2022

Directors' Report

The Directors of Dangote Cement Plc present the Consolidated and Separate Financial Statements for the year ended 31st December 2022. The Directors have considered all the matters brought before them in the financial year under review and are satisfied that the Directors' Report represents a fair, balanced and realistic view of events.

Legal form

Obajana Cement Plc., subsequently renamed Dangote Cement Plc by virtue of a special resolution dated 14th July 2010, was incorporated in Nigeria as a public limited company on 4th November 1992 and commenced operations in January 2007. Dangote Cement Plc listed its shares on the Nigerian Exchange Limited ("the Exchange") on 26th October 2010, and it has a market capitalisation of N4.3 trillion as at 31st December 2022.

Principal activities

The Company was incorporated for the purpose of establishing factories for the preparation, manufacture, sale and distribution of cement and related products. Our operational activities are undertaken at various plants in Nigeria and through our subsidiaries across Africa. Details of our production, grinding and import facilities in Africa can be found in note 18 of the Financial Statements.

Subsequent events

Other than those disclosed in note 36 of the Financial Statements, there were no other events after the reporting date which could have had a material effect on the financial position of Dangote Cement Plc ("the Company") and its Subsidiaries (together "the Group) as of 31st December 2022, which have not been adequately provided for in the Financial Statements.

Directors' responsibilities

The Directors are responsible for preparing the financial statements, which they confirm gives a true and fair view of the Group and Company's state of affairs and the profit or loss for the year ended 31st December 2022. The financial statements comply with the provisions of the Companies and Allied Matters Act (CAMA), 2020, International Financial Reporting Standards (IFRS) and Financial Reporting Council of Nigeria Act. 2011. In so doing, they ensure that they act in accordance with the Directors' responsibilities outlined below:

1. The Board is charged with ensuring that appropriate values and ethics, of the Company are agreed and that appropriate procedures and policies are in place to ensure that these are implemented effectively. The Board ensures leadership through oversight and review. Supported by its Committees, the Board sets the Company's strategic direction and aims to deliver a sustainable increase in shareholder value over the longer term.
2. The Board ensures that proper accounting records are maintained. The accounting policies are consistently applied, and appropriate financial statements are prepared on a going concern basis, conforming to applicable law and standards. Most of this responsibility is delegated to the Board Finance and Investment Committee.
3. The Board ensures that internal control procedures are established to safeguard the Company's assets and detect fraud an other irregularities. It also oversees the implementation of risk assessment processes to identify, manage and mitigate the principal risks of the Company's business. Much of this work is delegated to the Board Audit, Risk and Compliance Committee.
4. The Board reviews the remuneration framework, performance criteria and succession planning at Board and Executive Management level. It also oversees the Group's human resources strategy, including the organizational and compensation structures. Much of these responsibilities are delegated to the Board Remuneration, Governance and Nomination Committee.
5. The Board reviews the structure of the Board and develops governance policies in line with regulatory requirements and international best practices. Many of these responsibilities are delegated to the Board Remuneration, Governance and Nomination Committee.

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DANGOTE CEMENT PLC

CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2022

Directors' Report continued

6. The Board ensures that the technical and operational aspects of the business are conducted in line with global best practices. It assesses the feasibility of proposed new projects and ensures that plant operations comply with local and international laws and align with our business goals. Also, it is responsible for overseeing new technology and development programmes of the business. Many of these responsibilities are delegated to the Board Technical and Sustainability Committee.

Board Committees

The Board Committees do not assume the functions of management, which remain the responsibility of the Group Managing Director and Executive Management. Members of Senior Management are invited to attend meetings of Board Committees as required, while the Committee Chairmen hold further meetings with certain members of Executive Management to better review areas of concern. The reports of the Committees are presented at Board meetings. As part of the review of the effectiveness of its Committees, the Board has considered the qualifications and experience of the members and is satisfied that all the Committee members bring a wide range of knowledge and skill and will effectively discharge their duties. The Company Secretary is the Secretary to each Committee.

Results for The Year

• Group revenue increased by 17% to ₦1,618 billion (2021: ₦1,384 billion).
• Company revenue increased by 21% to ₦1,205 billion (2021: ₦993 billion)
• Group net profit increased by 5% to ₦382 billion (2021: ₦364 billion).
• Company net profit increased by 6% to ₦403 billion (2021: ₦381 billion).
• Group earnings per share increased by 5% to ₦22.27 billion (2021: ₦21.24).
• Company earnings per share increased by 6% to ₦23.87 billion (2021: ₦22.42).

Dividends

The Directors pursue a dividend policy that reflects the Company's earnings and cash flow, while maintaining appropriate levels of dividend cover. They consider the capital needed to fund the Company's operations and expansion plans. For the 2022 financial year, the Directors are pleased to recommend a dividend of ₦20.00 per ordinary 50 kobo share (2021: ₦20.00). The Board considers that the proposed dividend is appropriate and is in line with the Company's strategic growth objectives. If the shareholders approve this dividend at the Annual General Meeting, dividends will be paid to the shareholders whose names are registered in the Company's Register of Members at the close of business on the Qualification Date.

Unclaimed dividends

The total unclaimed dividends outstanding as of 31st December 2022 is ₦4.4 billion (2021: ₦4.6 billion). A list of unclaimed dividends is available on the Company's website at www.dangotecement.com. The Company notes that some dividend warrants remain unclaimed. Shareholders with unclaimed share certificates or dividends should address their claims to Coronation Registrars Ltd registrars at [e-mail] or 9, Amodu Ojikutu Street, Victoria Island, Lagos, Nigeria. Members are encouraged to notify the registrars of any changes in their details.

Directors

As of 24th February 2023, Dangote Cement Plc had 15 Directors, all of whom held office as of the 31st December 2022. Michel Puchercos resigned effective 28th February 2023, while Arvind Pathak was appointed Group Managing Director effective 1st March 2023. The appointment, removal or reappointment of Directors is governed by the Company's Articles of Association, the Companies and Allied Matters Act (CAMA), 2020, and board and governance policies. These documents also set out the rights and obligations of Directors. In accordance with the Articles of Association of Dangote Cement Plc, prevailing legislation and any directions via resolution, the business of the Company is managed by the Directors, who in good faith, exercise all such powers on behalf of the Company.

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DANGOTE CEMENT PLC

CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2022

Directors' Report continued

Directors' interests

In accordance with the Companies and Allied Matters Act (CAMA), 2020, the Directors' interests in the issued share capital of the Company are recorded in the Register of Members and stated below:

						As at 21	As at 31	As at 31
S/N	REG NO	Shareholder				February 2023	December 2022	December 2021
1a	9749911	Aliko Dangote			27,642,637	27,642,637	27,642,637
1b	9780595,	(Indirect: Aliko Dangote) Dangote Industries Ltd.	14,621,387,610	14,621,387,610	14,621,387,610
9745479
2	9749838,	Olakunle Alake			8,000,000	8,000,000	8,000,000
	9801662
3	9793235	Abdu Dantata			8,680	8,680	8,680
4	9816994	Devakumar V. G. Edwin			6,000,000	6,000,000	6,000,000
5	9823752	Ernest Ebi				100,000	100,000	100,000
6a	9860372	Emmanuel Ikazoboh			250,000	250,000	-
6b	9822918	Indirect: Emmanuel Ikazoboh) Arm Nom: Osigbeme,	-	-	58,149
		Enterprises Limited
7a		Douraid Zaghouani			-	-	-
7b	9798680	(Indirect:	Douraid	Zaghouani)	Investment	243,540,000	243,540,000	243,540,000
		Corporation of Dubai
8a		Viswanathan Shankar			-	-	-
8b	9838639	(Indirect: Viswanathan Shankar) GW Grey, Pte Ltd	128,560,764	128,560,764	128,560,764
9	9858127	Halima Aliko-Dangote			500,000	500,000	-
10		Dorothy Udeme Ufot			-	-	-
11		Michael Davis			-	-	-
12		Cherie Blair				-	-	-
13		Michel Puchercos			-	-	-
14		Berlina Moroole			-	-	-
15		Philip Mathew			-	-	-

Conflicts of interest

The Company maintains a Register of Directors' interest in accordance with the requirements of the Companies and Allied Act (CAMA), 2020. The Company also applies a conflict of interest Policy developed in accordance with international best practices and Corporate Governance Codes, as well as the Investment and Securities Act, 2007.

Supplier payment policy

It is the practice of the Company to agree on the terms of payment negotiated with suppliers and pay according to those terms based upon receipt of accurate invoices. Trade creditor days for the year ended 31st December 2022 were 38 days on average for the Group (2021: 70 days) and 21 days for the Company (2021: 76 days).

Property, plant and equipment

Information relating to changes in property, plant and equipment is disclosed in note 15 of the Financial Statements.

Donations

Sponsorship and charitable donations amounted to ₦1.6 billion (2021: ₦2.5 billion) for the Group and ₦1.3 billion (2021: ₦2.0 billion) for the Company. In accordance with Section 43(2) of the Companies and Allied Matters Act, 2020 ("CAMA"), the Company did not make any donation or give gifts to any political party, political association or for any political purpose during the year (2021: Nil).

Sustainability

Dangote Cement Plc is committed to complying with all applicable legislation, regulations and codes of practice. We integrate sustainability considerations into all our business decisions and ensure that our stakeholders are aware of our Sustainability Policy.

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