UNITED CAPITAL : QUARTER 5 - FINANCIAL STATEMENT FOR 2023

UNITED CAPITAL PLC

AUDITED CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 DECEMBER 2023

UNITED CAPITAL PLC
TABLE OF CONTENTS	31 December 2023
Corporate Information	3
Directors' Report	4
Statement of Directors' Responsibilities	9
Statement of Corporate Responsibility Over Financial Reporting
Legal and Regulatory Risk Management
Certification of Management's Assessment of Internal Control Over Financial Reporting

Audited Consolidated and Separate Financial Statements

10 11 14

Management's Annual Assessment of and Report on Internal Control Over Financial Reporting

15

Independent Auditor's Report

Independent Auditor's Report on Internal Control Over Financial Reporting

Consolidated and Separate Statements of Profit or Loss and Other Comprehensive Income

Consolidated and Separate Statements of Financial Position

Consolidated and Separate Statements of Changes in Equity

Consolidated and Separate Statements of Cash Flows

Notes to the Consolidated and Separate Financial Statements

Value Added Statements

Five-Year Financial Summary

2

17 22 24 25 26 27 28 82 83

Audited Consolidated and Separate Financial Statements

CORPORATE INFORMATION

31 December 2023

DIRECTORS:

Chika Mordi

Peter Ashade

Sunny Anene

Ayodeji Adigun

Emmanuel N. Nnorom

Dipo Fatokun

Leke Ogunlewe

Sam Nwanze

Chiugo Ndubisi

Uche Ike

Sonny Iroche

Sir Stephen Nwadiuko

Mrs. Rose Nat Eshiett

EXECUTIVE MANAGEMENT:

Peter Ashade

Sunny Anene

Ayodeji Adigun

Gbadebo Adenrele

Bawo Oritshajafor

Odiri Oginni

Micheal Abiodun-Thomas

Shedrack Onakpoma

Leo Okafor

RC No.

FRC No.

REGISTERED OFFICE:

Chairman (Non Executive Director) Group Chief Executive Officer Deputy Group Chief Executive Officer

Group Executive Director (Appointed 25th April 2023) Non Executive Director

Independent Non Executive Director Non-Executive Director

Non-Executive Director (Appointed 24th February 2023) Non-Executive Director (Appointed 24th February 2023) Non-Executive Director (Appointed 13th June 2023) Independent Non Executive Director (Resigned 30th June 2023) Independent Non Executive Director (Resigned 30th June 2023) Independent Non Executive Director (Appointed 8th February 2024)Group Chief Executive Officer Deputy Group Chief Executive Officer

Group Executive Director/Chief Operating Officer Managing Director, United Capital Investment Banking Managing Director, United Capital Securities Limited Managing Director, United Capital Asset Management Limited

Managing Director, United Capital Trustees Limited(Appointed 2nd January 2024) Group Chief Finance Officer

Group Company Secretary/General Counsel

RC444999

FRC/2013/00000000001976

3rd & 4th Floor Afriland Towers, 97/105 Broad Street, Lagos Island, Lagos, Nigeria

BANKERS

United Bank for Africa Plc 57, Marina,

Lagos Island, Lagos.

AUDITORS:

PricewaterhouseCoopers 5B Water Corporation Road Landmark Towers, Victoria Island Lagos, Nigeria

3

The Directors present their report together with the audited financial statements of the Group for the year ended December 31, 2023.

1

LEGAL FORM

United Capital Plc ("UCAP") was incorporated in Nigeria as a limited liability company on March 14, 2002 under the Companies and Allied Matters Act, No.3, 2020. It became a public company and was listed on the Nigerian Stock Exchange in January 2013 after a successful spin-off from United Bank for Africa Plc, a commercial bank in Nigeria. UCAP is the first investment bank to listed on the Nigerian Exchange Limited. UCAP is a holding company with five subsidiaries namely United Capital Trustees Limited, United Capital Asset Management, United Capital Securities Limited, UC Plus Advance Limited and UCEE Micro Finance Bank Limited. Its areas of business include investment banking, asset management, trusteeship, securities trading, micro-finance bank and consumer finance.

2

PRINCIPAL ACTIVITIES

UCAP is engaged in the business of investment banking and provides issuing house, corporate investment advisory services, project finance, debt restructuring, mergers and acquisitions, and debt capital markets. Through its subsidiaries and affiliates, it provides additional services such as trusteeship, asset management, wealth management, securities trading, consumer finance, microfinance bank and insurance.

RESULTS

Gross Earnings Profit before tax Taxation

Profit for the period 9,347,655

Other comprehensive income 1,047,467

Total comprehensive income 10,395,122

Total comprehensive income attributable to Equity holders of the Company

Earnings per share

2023 N'000 45,895,097	2022 N'000 26,896,411	2023 N'000 21,624,979
17,304,286 (5,884,534)	13,500,388 (3,847,363)	17,401,885 (3,454,473)
11,419,751 55,306,383 66,726,134	9,653,025 1,787,472 11,440,496	13,947,412 15,600,129 29,547,541
66,726,134	11,440,496	29,547,541
190	232

Company 2022

Group

N'000 13,981,324 11,405,916 (2,058,261)

10,395,122

156

3

DIVIDEND

In respect of the current year, the Directors propose that a dividend of N1.80 kobo per ordinary share of 50 kobo each amounting to N10.8 Billion, be paid to shareholders upon approval at the Annual General Meeting. The proposed dividend is subject to withholding tax at the appropriate tax rate and is payable to shareholders whose names appear on the Register of Members between April 10th and 13th, 2024.

4

BUSINESS REVIEW AND FUTURE DEVELOPMENT

UCAP carries out its activities in accordance with its Memorandum and Articles of Association. A comprehensive review of the business for the period and the prospects for the ensuing period is contained in the Group Chief Executive's report.

5

CHANGES ON THE BOARD

Appointments

During the financial year ended December 31, 2023 four new Directors comprising one Executive Director (Mr. Ayodeji Adigun) and three Non-Executive Directors (Mr. Chiugo Ndubisi, Mr. Samuel Nwanze and Mr. Uche Ike) were appointed to further strengthen the Board. Their appointments have been approved by the Securities & Exchange Commission and they will be presented at this AGM for approval by the Shareholders.

In addition, in Q1, 2024, Mrs. Rose Nat Eshiett was appointed an Independent Non-Executive Director of United Capital Plc. Her appointment was also filed with the Securities & Exchange Commission.

Profile of Mr. Ayodeji Adigun

Ayodeji Adigun is the Group Executive Director/Chief Operating Officer of United Capital Plc. He has over three decades of banking and finance experience with a strong background and core competences financial control, performance management, operations, audit, strategic planning, and business transformation.

He is a graduate of the University of Lagos, where he obtained a Bachelor of Science degree in Accounting with First Class Honors. He is a Fellow of the Institute of Chartered Accountants of Nigeria (ICAN), an associate member of the Chartered Institute of Management Accountants (CIMA), UK and the Chartered Institute of Taxation of Nigeria (CITN).

Prior to joining United Capital Plc, he was an Executive Director/Chief Operating Officer at Nova Merchant Bank Limited as well as the General Manager/Chief of Staff to the Group Managing Director of United Bank for Africa Plc. While at UBA, he had held other positions such as General Manager and Head of Strategy and Business Transformation with responsibilities over project management, strategic planning, and the Group Executive Office.

Profile of Mr. Chiugo Ndubisi

Chiugo Ndubisi hold a first-class honours degree in Engineering from the University of Nigeria Nsukka, and a Master of Business Administration degree from the University of Lagos. He is a Fellow of three professional bodies: the Institute of Chartered Accountants of Nigeria (ICAN), Chartered Institute of Bankers of Nigeria (CIBN) and the Chartered Institute of Taxation of Nigeria (CITN).

His career spans over 25 years in the Banking industry. Prior to United Capital, he was the Executive Director, Treasury & International Banking at United Bank of Africa, UBA, where he was responsible for the Treasury Business across UBA Group. He was also responsible for UBA's international subsidiaries i.e., UBA America, UBA UK, UBA France, and UBA Dubai. At UBA, he had previously functioned as Executive Director, Group Chief Operating Officer and Group Executive, Transformation & Resources.

Prior to joining UBA, he had worked with Diamond Bank Plc (now Access Bank) and played various roles such as Executive Director/Chief Finance Officer, Divisional Head, Financial Management, Group Financial Controller and Head, Investor Relations. During his career, he had served as a member of the Board of Trustees, Central Bank of Nigeria (CBN) Banking Industry Resolution Trust Fund, as well as member of the Audit Committee of the Nigeria Interbank Settlement Systems (NIBSS).

Profile of Mr. Samuel Nwanze

Samuel Nwanze is an astute, well-rounded finance professional, business executive, investment banker and management consultant with experience in managing a broad spectrum of financial and banking responsibilities, including mergers and acquisitions, finance, performance management, treasury management, project management, integration and strategic planning.

He is the Executive Director/Chief Finance Officer of Heirs Energies Limited and has held various key positions including Chief Investment Officer and Chief Executive Officer in different sectors.

He obtained his Bachelor of Science degree from the University of Ibadan. He also attended Cranfield University, United Kingdom, where he obtained a Master of Science degree in Finance & Management. Samuel is a Fellow of the Chartered Institute of Management Accountants (CIMA), and an Associate of the Institute of Directors, the Nigerian Institute of Management, and the Certified Pension Institute of Nigeria. He is also a Chartered Global Management Accountant and a Chartered Alternative Investment Analyst.

Profile of Mr. Uche Ike

Uche Ike is an experienced professional who holds a B.Sc. degree in Accountancy, and a Master of Business Administration. He is an Associate Member of the Institute of Chartered Accountants of Nigeria (ICAN). He has over three decades of banking experience spanning Operations, Internal Audit, Enterprise Risk Management, Fraud Management and Regulatory Compliance. He was the General Manager of UBA New York Branch and had also previously supervised operations in the East and South Banks of UBA Nigeria.

Profile of Mrs. Rose Nat Eshiett

Mrs. Rose Nat Eshiett has over 35years working experience with the Nigerian National Petroleum Company Limited (NNPCL) in the Oil and Gas sector where she retired as the Group General Manager, Crude Oil Marketing Division. At NNPCL, she worked and held top management positions in various Commercial, Project financing and investments, Financial Accounting and Auditing. Currently, she is an Honorary Adviser on Oil and Gas to Akwa Ibom State Government.

She holds a Bsc in Finance from the University of Calabar, Cross River State, a Fellow of the Chartered Institute of Bankers, and Chartered Institute of Taxation of Nigeria, as well as membership of the Institute of Directors of Nigeria and the Nigerian Institute of Management respectively.

She was appointed an Independent Non-Executive Director on February 8, 2024.

Retirement

During the financial year ended December 31, 2023 Mr. Sonny Iroche and Sir Stephen Nwadiuko, Independent Non-Executive Directors retired after five (5) years on the Board. Their retirement has since been communicated to the Securities & Exchange Commission and the Nigerian Exchange Limited.

6

DIRECTORS RETIRING BY ROTATION

In accordance with Section 285 of the Companies and Allied Matters Act, 2020 the following Directors are retiring by rotation and have offered themselves for re-election:

6.1

Emmanuel Nnorom; and

6.2

Oluleke Ogunlewe

The profile of the retiring Directors are available on the annual reports.

7

DIRECTORS INTERESTS

The interest of the Directors in the issued share capital of the Company are recorded in the Register of Director' shareholding as of December 31, 2023 as follows:

31-Dec-23	31-Dec-23	31-Dec-22	31-Dec-22
S/N	NAMES OF DIRECTORS	DIRECT	INDIRECT	DIRECT	INDIRECT
1	Chika Mordi	12,363	Nil	12,363	Nil
2	Emmanuel Nnorom	Nil	30,502.000 (Vine Foods)	Nil	30,502.000 (Vine Foods)
3	Peter Ashade	2,400,456	9,784,544 (Artol Inv.)	1,215,456	8784544 (Artol Inv.)
4	Sunny Anene	7,000,000	Nil	6,000,000	Nil
5	Ayodeji Adigun	340,297	Nil	340,297	Nil
6	Oladipupo Fatokun	1,000,000	Nil	Nil	Nil
7	Oluleke Ogunlewe	1,000,000	Nil	Nil	Nil
8	Chiugo Ndubisi	Nil	Nil	Nil	Nil
9	Samuel Nwanze	Nil	Nil	Nil	Nil
10	Uche Ike	1,221,931	Nil	1,221,931	Nil

30,502.000 (Vine

8784544 (Artol

8

ANALYSIS OF SHAREHOLDING

As of the end of 2023, United Capital's shares were held by 260,216 shareholders as analyzed in the table below:

RANGE ANALYSIS AS AT 31-12-2023
Range	No. of Holders	Holders %	Holders Cum.	Units	Units %	Units Cum.
1	1,000	171,339	65.84%	171,339	61,387,519	1.02%	61,387,519
1,001	5,000	61,078	23.47%	232,417	129,805,645	2.16%	191,193,164
5,001	10,000	12,212	4.69%	244,629	85,012,091	1.42%	276,205,255
10,001	50,000	10,976	4.22%	255,605	232,791,649	3.88%	508,996,904
50,001	100,000	1,837	0.71%	257,442	132,286,661	2.20%	641,283,565
100,001	500,000	2,000	0.77%	259,442	422,000,229	7.03%	1,063,283,794
500,001	1,000,000	357	0.14%	259,799	256,332,198	4.27%	1,319,615,992
1,000,000	999,999,999,999	417	0.16%	260,216	4,680,384,008	78.01%	6,000,000,000
Grand Total	260,216	100%	6,000,000,000	100%

8.1

SHARE CAPITAL HISTORY

Period	Authorised unit of shares (million)	Issued and paid (N'm)	Type
Increase	Cumulative	Increase	Cumulative
2020	300,000,000	300,000,000	300,000,000	300,000,000	Initial capital
2006	1,700,000,000	2,000,000,000	1,700,000,000	2,000,000,000	Increase
2013	1,000,000,000	3,000,000,000	1,000,000,000	3,000,000,000	Right issue

8.2

SUBSTANTIAL INTEREST IN SHARES (5% and above)

As of the end of December 31, 2023, the shareholders with 5% and above are shown in the table below:

SHAREHOLDERS	SHAREHOLDING	% HOLDING
West Coast Equity Limited	1,560,000,000	26%

8.3

SUMMARY OF DEALING IN UCAP SHARES AS AT DECEMBER 31, 2023

QUARTER	UNIT	QUARTERLY DAILY AVERAGE
MARCH QUARTER	192,131,490	3,098,895
JUNE QUARTER	279,948,356	4,374,193
SEPTEMBER QUARTER	170,086,157	3,037,253
DECEMBER QUARTER	219,308,375	3,426,693

9

DIRECTOR'S REMUNERATION

United Capital ensures that remuneration paid to its Directors complies with the provisions of the Code of Corporate Governance issued by its regulators. Therefore, in compliance with section 34 (5) (f) of the SEC Code of Corporate Governance for Public Companies, the Company makes disclosures of the remuneration paid to its Directors.

Package	Type	Description	Period
Basic Salary	Fixed	This is part of the gross salary package for Executive Directors only	Paid monthly during the financial year
Directors Fees	Fixed	This is paid quarterly to Non-Executive Directors only	Paid Quarterly
Sitting Allowance	Fixed	This is paid only to Non-Executive Directors	Paid after meetingeach
Medical	Fixed	This is paid only to Non-Executive Directors	One-off payment

10

ACQUISITION OF OWN SHARES

The Company did not purchase its own shares during the period.

11

PROPERTY AND EQUIPMENT

In the opinion of the Directors, the market value of the Company's properties is not less than the value shown in the financial statement.

12

EMPLOYMENT AND EMPLOYEES

Employment of Physically Challenged Persons

The Company operates a non-discriminatory policy in the consideration of applications for employment including those received from physically challenged persons. The Company's policy is that the most qualified persons are recruited for the appropriate job levels irrespective of an applicant's state of origin, ethnicity, religion or physical condition.

Health, Safety at Work and Welfare of Employees

The Company maintains business premises designed with a view to guaranteeing the safety and healthy living conditions of its employees and customers alike. Employees are adequately insured against occupational and other hazards. In addition, the Company provides medical facilities to its employees and their immediate families at its expense.

Employee Involvement and Training

The Company encourages participation of its employees in arriving at decisions in respect of matters affecting their wellbeing. Towards this end, the Company provides opportunities where employees deliberate on issues affecting the company and the employee' interest, with a view to making inputs to decisions thereon. The Company places a high premium on the development of its manpower.

Research and Development

The Company also on a continuous basis carries out research into new financial service products and services.

13

EVALUATION

• 13.1 Board Evaluation

  A Board evaluation was undertaken in 2023 by Angela Aneke & Associates. The performance of the Board, Board Committees and individual directors were adjudged satisfactory and necessary feedback were communicated to individual directors arising from the exercise.

• 13.2 Corporate Governance Evaluation

  An evaluation of the Corporate Governance practice of the Company was also undertaken by Deloitte & Touche and the performance of the Company was adjudged satisfactory. The Board resolved to sustain its performance and to surpass it in subsequent years.

14

COMPLIANCE

Securities Trading Policy

In compliance with the Rules of the Nigerian Exchange Limited, we have put in place a Securities Trading Policy to guide Directors, Employees, External Advisers and related parties on trading in the securities of the Company during the closed period. Under this policy the closed period is when no Director, Employee and Related Party with inside information can trade in the securities of the Company. The closed period is 15 days prior to the date of any meeting of the Board of Directors proposed to be held to consider any of the matters or the date of circulation of agenda papers pertaining to any of the said matters (whichever is earlier), up to 24 hours after the price sensitive information is submitted to the Exchange, the trading window shall thereafter be opened:

• 1 Declaration of financial results (quarterly, half-yearly and annual).

• 2 Declaration of dividends (interim and final).

• 3 Issue of securities by way of public offer or bonus etc.

• 4 Any major expansion plans or winning of bid or execution of new projects, disposal of the whole or a substantial part of the undertaking.

• 5 Any changes in policies, plans or other operations of the Company that are likely to materially affect the prices of the securities of the Company.

• 6 Disruption of operations due to natural calamities.

• 7 Litigation or dispute with a material impact.

• 8 Any information which if disclosed in the opinion of the person discharging the same is likely to materially affect the price of the securities of the Company.

  We hereby confirm that no Director traded in the securities of the Company within the closed period.

  Nigerian Code of Corporate Governance for Public Companies in Nigeria

  The Company has complied with the Nigerian Code of Corporate Governance 2018.

  Complaint Management Framework

  The Company has a Complaint Management Framework in place which has also been uploaded on the Company's website.

  Company's Remuneration Policy

  The Company confirms that it has a Remuneration Policy for Directors and for Employees.

  Whistle Blowing Policy

  The Company has a Whistle Blowing Policy in place. This was extensively reviewed by the Board and it covers among other things the procedures for the receipt, retention and treatment of information received from whistle blowers and the custodian of the dedicated line.

  15

  POST-BALANCE SHEET EVENTS

  There are no post balance sheet events which could have had a material effect on the financial statement as of December 31, 2023.

  16

  AUDITORS

  The external Auditors, Messrs. PricewaterhouseCoopers has confirmed their willingness to continue in office in accordance with the Companies and Allied Matters Act, 2020. A resolution will be proposed at the Annual General Meeting to authorize the Directors to determine their remuneration.

  BY THE ORDER OF THE BOARD

  Sir. Leo Okafor (PhD), FCIS, ACS, KSJI, M.IOD Group Company Secretary FRC/2013/NBA/00000002520

Audited Consolidated and Separate Financial Statements

STATEMENT OF DIRECTORS' RESPONSIBILITIES

31 December 2023

The Companies and Allied Matters Act requires the Directors to prepare financial statements for each financial year that give a true and fair view of the state of financial affairs of the Group at the end of the year and of its profit or loss. The responsibilities include ensuring that the

Group:

•

•

keeps proper accounting records that disclose, with reasonable accuracy, the financial position of the Group and comply with the requirements of the Companies and Allied Matters Act 2020; establishes adequate internal controls to safeguard its assets and to prevent and detect fraud and other irregularities; and

•

prepares its financial statements using suitable accounting policies supported by reasonable and prudent judgements and estimates, and are consistently applied.

a

The Directors are responsible for the financial statements, which have been prepared using appropriate accounting policies supported by reasonable and prudent judgements and estimates, in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board, and the requirements of the Financial Reporting Council of Nigeria Act and the Companies and Allied Matters Act.

b

The Directors are of the opinion that the financial statements give a true and fair view of the state of the financial affairs of the Group and of its profit.

c

The Directors further accept responsibility for the maintenance of accounting records that may be relied upon in the preparation of financial statements, as well as adequate systems of internal financial control.

d

Nothing has come to the attention of the Directors to indicate that the Group will not remain a going concern for at least twelve months from the date of this statement.

Chika Mordi	Peter Ashade
Chairman	Group Chief Executive Officer
FRC/2014/IODN/00000006667	FRC/2013/ICAN/00000002719

Audited Consolidated and Separate Financial Statements

STATEMENT OF CORPORATE RESPONSIBILITY OVER FINANCIAL REPORTING

31 December 2023

Pursuant to Section 405 of the Companies and Allied Matters Act, 2020, we confirm that we have reviewed the Audited Financial Statements of UNITED CAPITAL PLC ("The Group ") for the year ended December 31, 2023.

We acknowledge our responsibility for establishing and maintaining internal controls within UNITED CAPITAL PLC and have designed such internal controls to ensure that material information relating to the Group is made known to us by other officers of the Group, particularly during the period in which the Audited Financial Statements were prepared.

We have evaluated the effectiveness of the Group's internal controls within 90 days prior to the date on our audited financial statements, and certify that the Group's internal controls are effective as of that date.

We also confirm that the Group's Auditors and Audit Committee have been informed about the following:

• • that there are no significant deficiencies in the design or operation of internal controls which could adversely affect the Group's ability to record, process, summarise and report financial data, and has identified for the Group's Auditors any deficiency in internal controls, and

• • that there are no fraud that involves management or other employees who have a significant role in the Group's internal control;

During the year, there were no significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

We hereby certify that based on our knowledge, the Financial Statements do not contain any untrue statement of material fact or material omission that may make the Financial Statements misleading and the Financial Statements fairly presents in all material respects the financial condition and results of operations of the Group and Company for the year ended December 31, 2023.

On behalf of the Directors of the Group

Chika Mordi	Peter Ashade
Chairman	Group Chief Executive Officer
FRC/2014/IODN/00000006667	FRC/2013/ICAN/00000002719

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