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ANNUALREPORT&FINANCIAL STATEMENTS2017Unilever Nigeria Plc RC 113

Table of Content2Unilever Mission and Values3Our Brands4Corporate Profile6Board of Directors, Officers and other corporate information7Results at a glance8Notice of Annual General Meeting11Chairman’s Statement18Board Profile25Report of the Directors - including Corporate Governance Report and Sustainability Report45Statement of Directors' Responsibilities46Report of the Audit Committee48Report of the Independent Auditors to the MembersFINANCIAL STATEMENTS52Income Statement53Statement of Other Comprehensive Income54Statement of Financial Position56Statement of Changes in Equity57Statement of Cash Flows58Notes to the Financial StatementsOTHER NATIONAL DISCLOSURES113Value Added Statement114Five Year Financial SummarySHAREHOLDERS’ INFORMATION116Unilever Share Capital History117Range Analysis as at December 31, 2017118Circular to Shareholders Seeking a General Mandate119Explanatory Note on the Disposal of Unilever Nigeria Spreads Business120E-Dividend Mandate Activation Form122Photo Gallery124Product Range135Proxy Form1

Our MissionWE WORK TO CREATE A BETTER FUTURE EVERYDAYWe help people feel good, look good and get more out of life with brandsand services that are good for them and good for others.We will inspire people to take small everyday actions that can add up to abig difference for the world.We will develop new ways of doing business that will allow us to double thesize of our company while reducing our environmental impact.Our Values2

Our BrandsR3

Corporate ProfileUnilever Nigeria is where great people, terrific brandsand proud traditions converge, to meet and satisfy theneeds of people and families across Nigeria. Weanticipate the aspirations of our consumers andcustomers, and respond creatively and competitivelywith branded products and services that are good forthem and good for others.Unilever believes in taking small everyday actions thatcan make a big difference for consumers, thecommunities in which it operates and the environment.A typical Unilever employee has passion andcommitment to win and constantly looks for opportunitythrough insights to make a difference.Unilever subscribes to the highest standards ofcorporate behaviour by being transparent in herdealings, fair in competition, and law abiding. In achallenging operating environment like Nigeria, theCompany remains a pride in the area of CorporateGovernance by strictly adhering to Unilever's GlobalCode of Business Principles (CoBP). The Company isalso a socially responsible and responsive organization.Unilever has delivered significant social investmentsthat have helped create a brighter future for numerousNigerians.Unilever Nigeria is a member of the Unilever Group, oneof the world's leading consumer goods companies whosefood, home and personal care brands are used by overhalf of the families on the planet each day. UnileverNigeria Plc. was established in 1923 as a soapmanufacturing company – West Africa Soap Company–by Lord Leverhulme. It later became known as LeverBrothers Nigeria. Today, it is the longest servingmanufacturing organization in Nigeria.After a series of mergers and acquisitions, the Companydiversified into manufacturing and marketing of foodsand personal care products. These mergers andacquisitions brought in Lipton Nigeria Limited in 1985,Cheesebrough Industries Limited in 1988 and UnileverNigeria Limited in 1996. The Company changed its nameto Unilever Nigeria Plc. in 2001 in line with the globalstrategic direction of the business.The Company has also leveraged its great brands toimpact lives positively. In line with its social mission ofhealth and hygiene, through brands like Close Up,Pepsodent and Lifebuoy, Unilever has organized variousoutreach programmes that have enlightened Nigerianson the health benefits of handwashing and brushingtwice a day. As the Company drives these impactfulinitiatives, Unilever employees are also encouraged tocontribute meaningfully to the society throughvoluntary services aimed at improving the lives ofothers. The Company has high growth aspirations, witha vision to grow our business whilst decoupling ourenvironmental footprint from our growth and increasingour positive social impact. An ambition which isconsistent with our long history of doing well by doinggood.The Company was quoted on the Nigerian StockExchange in 1973 and is a truly multi-local multinationalorganization with very outstanding international andlocal brands in her portfolio. The international brandsinclude Close-Up toothpaste, Pepsodent toothpaste, LUXbeauty soap, Lifebuoy soap, Rexona, Axe, Vaseline lotionand Vaseline Petroleum Jelly in the Personal Care Unit ofthe business; Blue Band margarine, Lipton Yellow Labeltea and Knorr bouillon cubes in the Foods Unit; and OMOmulti-active detergent, Sunlight washing powder andSunlight dish washing liquid in the Home Care Unit. Otherregional and local jewels include the Pears babyproducts range and Royco bouillon cubes. The Companyprovides sources of income to tens of thousands ofNigerians who are shareholders, distributors, suppliers,service providers and employees.Unilever Nigeria's confidence in the Nigerian economyis unwavering and the Company will remain a majorplayer in the country by continually investing,developing capabilities and growing brands that mostsuit the consumers' needs.4

Board of Directors, Officersand Other Corporate InformationDirectorsHis Majesty Nnaemeka A. Achebe CFR, MNIObi of OnitshaMr. Yaw Nsarkoh (Ghanaian)Mrs. Abiola AlabiAmmuna Lawan Ali OONMr. Felix EnwemaduMr. Chika NwobiMr. Atedo N. A. Peterside, CONMrs. Adesola Sotande-PetersMr. Mutiu Sunmonu CON, FNSEMr. James Todd (British)Non-Executive ChairmanManaging DirectorNon-Executive DirectorIndependent Non-Executive DirectorExecutive DirectorNon-Executive Director (Appointed w.e.f.1 January, 2018)Non-Executive DirectorExecutive DirectorIndependent Non-Executive DirectorNon-Executive DirectorCompany Secretary & Legal Director, Ghana-NigeriaMrs. Abidemi AdemolaRegistered Office1, Billings WayOregunIkeja, Lagos.Tel: 01 279 3000Email: Consumercare.nigeria@unilever.comCompany Registration NumberRC 113Independent AuditorsKPMG Professional ServicesKPMG TowersBishop Aboyade Cole StreetVictoria IslandLagos.Registrar and Transfer OfficeGTL Registrars Limited274, Murtala Muhammed WayAlagomeji, Yaba, LagosTel: 234 01 279 3161- 2 & 234 01 813 1925Email: info@gtlregistrars.com6

Results at a 1Operating Profit12,949,7245,805,045Profit before 7)7,450,0853,071,88575,908,37511,689,943Capital expenditure4,559,2384,228,146Depreciation of property, plant and 13.2141.000.813.0935.00Operating costs86%92%Operating profit14%8%Profit after tax8%4%Profit for the year after taxCapital employedCash and cash equivalentsEarnings per share (Naira)Net Assets per share (Naira)NSE share price at 31 DecemberRatio % Revenue17

Notice of Annual General Meetingrelevant transaction documents) to Sigma BidcoB.V., an entity incorporated by KKR & Co LP, orany of its nominees, assigns or subsidiaries (the"Disposal") on such terms and conditions as maybe approved by the Board of Directors of theCompany ("the Board"), is hereby approvedsubject to obtaining relevant regulatoryapprovals;NOTICE IS HEREBY GIVEN that the Ninety-third (93rd)Annual General Meeting of Unilever Nigeria Plc. will beheld at the Shell Hall, Muson Centre, Onikan, Lagos onThursday 10 May, 2018 at 10.00am for the followingpurposes:Ordinary business:1. To lay before the Members, the Report of theDirectors, the Audited Financial Statements for theyear ended 31 December, 2017 together with theReports of the Audit Committee and the IndependentAuditors thereon.2. To declare a Dividend.3. To elect/re-elect Directors.4. To authorize the Directors to fix the remuneration ofthe Independent Auditors.5. To elect members of the Audit Committee.II. That the Board is hereby authorized to executea l l re leva n t d o c u m e n ts , a p p o i n t s u c hprofessional advisers, take all necessary stepsand to do such other acts or things as may benecessary, supplementary, consequential orincidental to giving effect to the Disposalincluding obtaining the relevant regulatoryapprovals and complying with the directives ofany regulatory authority; andSpecial business:6. To fix the remuneration of the Directors.7. To consider and if thought fit, pass the followingresolution as an ordinary resolution of the Company:"That, pursuant to Rule 20.8 of the Rulebook of theNigerian Stock Exchange 2015: Issuers Rule, ageneral mandate be and is hereby given authorizingthe Company during the 2018 financial year and upto the date of the next Annual General Meeting, toprocure goods, services and financing and enterinto such incidental transactions necessary for itsday to day operations from its related parties orinterested persons on normal commercial termsconsistent with the Company's Transfer PricingPolicy. All transactions falling under this categorywhich were earlier entered into in 2018 prior to thedate of this meeting are hereby ratified."8. To Consider and if thought fit, pass the following subjoined resolutions as ordinary resolutions of theCompany:I.III. That all acts carried out by the Board andmanagement of the Company hitherto inconnection with the above, be and are herebyratified.NOTES:ProxyA member of the Company entitled to attend and vote isentitled to appoint a Proxy instead of him/her. A proxyneed not also be a member. A detachable Proxy Form isenclosed and if it is to be valid for the purpose of themeeting, it must be completed and deposited at theoffice of the Registrars, GTL Registrars Ltd. 274, MurtalaMuhammed Way, Alagomeji, Yaba, Lagos, not later thanForty-eight (48) hours before the time of the meeting.Dividend Warrants and Closure of RegisterThe Board has recommended dividend payment which ifapproved, is payable less withholding tax. Dividendwarrants will be payable on Friday, 11 May, 2018 to theshareholders who are on the Company's Register ofMembers at the close of business on Friday 13 April,2018.That the proposed sale of the Company'sSpreads (Blue Band margarine) business (the"Business") and all assets attached to ordeployed in connection with the Business (aswill be more particularly described in the8