DANGOTE CEMENT : QUARTER 5 - FINANCIAL STATEMENT FOR 2023

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DANGOTE CEMENT PLC

CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31bDECEMBER 2023

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
Certification of management's assessment of Internal Control over Financial Reporting	10
Management's report on the effectiveness of Internal Control over Financial Reporting	11
Independent auditor's report	12
Independent auditor's limited assurance report on Internal Control over Financial Reporting	17
Consolidated and separate statements of profit or loss	19
Consolidated and separate statements of comprehensive income	20
Consolidated and separate statements of financial position	21
Consolidated statement of changes in equity	22
Separate statement of changes in equity	23
Consolidated and separate statements of cash flows	24
Notes to the consolidated and separate financial statements	25
Five-year financial summary (Group) - Other National disclosure	91
Five-year financial summary (Company) - Other National disclosure	92
Statement of value added - Other National disclosures	93

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The Directors of Dangote Cement Plc present the Consolidated and Separate Financial Statements for the year ended 31st December 2023. The Directors have considered all the matters brought before them in the financial year under review, and they are satisfied that the Directors' Report represents a fair, balanced and realistic view of events.

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Obajana Cement Plc. was subsequently renamed Dangote Cement Plc by 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 N5.4 trillion as of 31st December 2023.

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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.

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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 2023, which have not been adequately provided for in the Financial Statements.

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The Directors are responsible for preparing the financial statements, which they confirm give 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 2023. 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 (Amendment) Act, 2023. 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 upon 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 laws 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 organisational 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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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 the business's new technology and development programmes. Many of these responsibilities are delegated to the Board Technical and Sustainability Committee.

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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 Chairperson 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 considered the qualifications and experience of Members and is satisfied that all Committee Members bring a wide range of knowledge and skills and will effectively discharge their duties. The Company Secretary is the Secretary to each Committee.

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• Group revenue increased by 36% to ₦2,208 billion (2022: ₦1,618 billion).
• Company revenue increased by 8% to ₦1,298 billion (2022: ₦1,205 billion)
• Group net profit increased by 19% to ₦456 billion (2022: ₦382 billion).
• Company net profit increased by 22% to ₦490 billion (2022: ₦403 billion).
• Group earnings per share increased by 19% to ₦26.47 (2022: ₦22.27).
• Company earnings per share increased by 22% to ₦29.15 (2022: ₦23.87).

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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 2023 financial year, the Directors are pleased to recommend a dividend of ₦30.00 per ordinary 50 kobo share (2022: ₦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.

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The total unclaimed dividends outstanding as of 31st December 2023 is ₦4.7 Billion (2022: ₦4.4 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.

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As of 26th February 2024, Dangote Cement Plc had 15 Directors, all of whom held office as of the 31st December 2023. Michel Puchercos resigned effective 28th February 2023, while Arvind Pathak was appointed Group Managing Director effective 1st March 2023. Mr. Michael Davis resigned effective 13th April 2023, and Mr. Alvaro Poncioni Merian was appointed Director effective 1st August 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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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:

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61	5(*12	6KDUHKROGHU	)HEUXDU	b'HFHPEHU
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	9801662	Olakunle Alake	8,000,000	8,000,000	8,000,000
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	9861679,	Emmanuel Ikazoboh	600,000	250,000.00	bbbbbbb
	9860372
6b	9822918	Indirect: Emmanuel Ikazoboh) Arm Nom: Osigbeme,	bbbbbbb	bbbbbbb	58,149
Enterprises Limited
7a		Douraid Zaghouani	bbbbbbb	bbbbbbb	bbbbbbb
7b	9798680	(Indirect: Douraid Zaghouani) Investment Corporation	243,540,000	243,540,000	243,540,000
of Dubai
8a		Viswanathan Shankar	bbbbbbb	bbbbbbb	bbbbbbb
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	bbbbbbb
10		Dorothy Udeme Ufot	bbbbbbb	bbbbbbb	bbbbbbb
11		Mr. Alvaro Poncioni Merian	bbbbbbb	bbbbbbb	bbbbbbb
12		Cherie Blair	bbbbbbb	bbbbbbb	bbbbbbb
13		Arvind Pathak	bbbbbbb	bbbbbbb	bbbbbbb
14		Berlina Moroole	bbbbbbb	bbbbbbb	bbbbbbb
15		Philip Mathew	bbbbbbb	bbbbbbb	bbbbbbb

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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.

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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 2023 were 67 days on average for the Group (2022: 38 days) and 45 days for the Company (2022: 21 days).

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

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Sponsorship and charitable donations amounted to ₦1.7 Billion (2022: ₦1.6 Billion) for the Group and ₦1.2 Billion (2022: ₦1.3 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 (2022: Nil).

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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 our stakeholders know our Sustainability Policy.

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During the financial year under review, the Company complied with the Nigerian Exchange Limited Rules and has not been fined by the Financial Reporting Council (FRC), Securities & Exchange Commission (SEC), or Nigerian Exchange Limited (NGX) for any infringements. The Board conducted a corporate governance and board evaluation review for the period under review. The result indicated that the Corporate Governance framework in Dangote Cement Plc complies with the extant Codes of Corporate Governance provisions. The Company pursues an active investor relations programme with annual investor meetings and earnings calls. Our website contains information about the Company's performance and strategy.

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Dangote Cement Plc operates a policy of non-discrimination and considers all employment applications equitably. Efforts are made to ensure that the most qualified person is recruited for the position, irrespective of religion, ethnic Group, physical condition or state of origin. While no disabled people were employed during the year under review, it is the policy where existing employees become disabled to provide continuing employment under similar or, if possible, adjusted conditions. We review our employment policies in line with the strategic objectives of our business and ensure that information is disseminated to employees through various means, including through notice boards and Company emails. We consult employees regularly to ensure that their views are considered when making decisions that are likely to affect their interests and to achieve a shared awareness of the factors affecting the Company.

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Dangote Cement Plc recognises the importance of safeguarding the health and safety of its workforce. Safety and environment workshops are organised, while fire prevention and firefighting equipment are installed in strategic locations in the offices and plants. The Company provides personal protective equipment (PPE) and other safety equipment and has developed several Health, Safety, Security and Environment (HSSE) policies, including the 15 HSSE Golden Rules.

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Dangote Cement Plc is committed to supporting the development of all its employees. The fundamental purpose is to facilitate personal and professional development, enabling individuals to achieve their full potential at work. The Dangote Academy offers training programmes for employees across the Group, with facilitation from professionals and other training experts. The courses are designed to help employees perform their designated roles and fulfil their potential. Our policy is that all employees have at least one annual performance review a year with their head of department or line manager. Training and development needs are assessed, solutions identified, and an appropriate implementation timescale will be agreed upon.

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The Company operates a group life policy and a contributory pension scheme for its employees in Nigeria, in line with the provisions of the Pension Reform Act 2014. The scheme is funded through employees' and employers' contributions as prescribed by the Act.

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With rapid urbanisation and population growth in Africa, the Company realises that meeting housing and infrastructure needs will be a challenge. We are constantly looking for new product solutions to respond to these construction challenges.

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The Company has one class of ordinary shares, which reflect the total value of the share capital. Each ordinary share carries the right to one vote at the Company's Annual General Meeting. The shareholding and transfer of shares are governed by the Company's Articles of Association and relevant regulations. There are no restrictions with respect thereto. The Articles of Association may be amended by a special resolution approved by the shareholders.

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All shares other than treasury shares and shares held by Dangote Industries Limited (85.8%) and Aliko Dangote (0.16%) are considered free-float shares. Aliko Dangote is the ultimate owner of Dangote Industries Limited. All issued shares are fully paid, and no additional shares were issued during the year under review. As of 31st December 2023, and 26th February 2024, Dangote Industries Limited and Stanbic IBTC Nominees Nigeria Ltd held more than 5% of the Company's issued share capital, detailed below. Aside from Dangote Industries Limited and Stanbic IBTC Nominees Nigeria Limited, no other individual(s) or entity(s) hold(s) 5% and above of the Company's shares.

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As of 31st December 2022,	Units	14,621,387,610	962,835,709
	%	85.8	bbbbbbbbbbbbbbbbbbbbb
As of 31st December 2023,	Units	14,621,387,610	961,790,939
	%	85.8	5.64
As of 26th February 2024,	Units	14,621,387,610	955,392,741
	%	85.8	5.61

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The Company's shareholders approved the execution of the Share Buy-Back Programme at the Extraordinary General Meeting, which was held on 13th December 2022. This Programme, which involves the Company's buy-back of up to 10% of its issued shares, will be effected in tranches. In July 2023, the Company successfully completed Tranche I of its second share buy-back programme, repurchasing 0.71% of the outstanding shares. The execution of the Share Buy-Back Programme did not have any material impact on the Company's financial position. Further details are as follows:

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Pre-Buy-Back number of shares	17,040,507,404
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Shares bought back from 30th to 31st December 2020 (Tranche I)	(40,200,000)
Shares bought back from 19th to 20th January 2022 (Tranche II)	(126,748,153)
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Shares bought back from 17th to 18th July 2023 (Tranch I)	(121,404,714)

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Number of shares cancelled.	Nil

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Messrs. KPMG Professional Services, having satisfied the relevant corporate governance rules on their tenure in office, have indicated their willingness to continue in office as auditors to the Company. In accordance with Section 401(2) of the Companies and Allied Matters Act (CAMA), 2020, the Independent Auditors will be re-appointed at the Company's next Annual General Meeting without any resolution being passed. However, A resolution will propose authorising the Directors to fix their remuneration.

By the Order of the Board of Directors.

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Acting Company Secretary

FRC/2021/002/00000022594

Leadway Marble House,

1, Alfred Rewane Road,

P. O. Box 40032,

Falomo, Ikoyi, Lagos.

Dated 29th February 2024

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