DANGOTE FLOUR MILLS PLC

NOTICE OF 7THANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 7th ANNUAL GENERAL MEETING OF

GROUP

DANGOTE FLOUR MILLS PLC will be held at Transcorp Metropolitan Hotels, 10

COMPANY

31-Dec
2012

31-Dec
2011

31-Dec
2012

31-Dec
2011

58,675,337

66,281,326

29,859,976

38,679,844
(31,372,618)

Murtala Mohammed Highway, Calabar, Cross River State, on Monday, 19th

(N
=000)

August, 2013 at 11.00 a.m. prompt to transact the following business:

Revenue
Cost of sales

(53,399,701)

(56,196,075)

(28,740,533)

ORDINARY BUSINESS

Gross profit

5,275,636

10,085,251

1,119,443

7,307,226

(5,438,503)

(6,024,182)

(2,360,838)

(2,951,783)

1. To lay the Audited Financial Statements of the Company for the year ended
31st December 2012 together with the reports of the Directors, Auditors
and the Audit Committee thereon.
2. To elect/re-elect Directors.
3. To authorize the Directors to fix the remuneration of the Auditors.
4. To appoint members of the Audit Committee.

Distribution and administrative

expenses
Other income

665,127

Operating (loss)/income before

abnormal items
Abnormal items
Operating (loss)/income after
abnormal items

SPECIAL BUSINESS

Interest received

5. To consider and if thought fit, pass the following resolution as an Ordinary

Taxation

having so recommended and subject to agreement being reached

53,251

issued share capital of Dangote Agrosacks Limited be and is hereby

approved subject to the Company and Dangote Industries Limited

Directors be and are hereby authorised to apply the proceeds of the sale to
the business of the Company as they may deem fit.
6. To consider and if thought fit pass the following as a Special Resolution:
That the DIrectors having so recommended, the financial year of the
Company be and is hereby changed from 31 December to 30 September
of each year.
The end of the first new financial year being September, 2013 having a
nine-month period.

entitled to appoint a proxy to attend and vote instead of him. A proxy need not
be a member of the Company. A proxy for an organization may vote on a show

Registrar not later than 48 hours before the time fixed for the meeting.
NOTES
1. CLOSURE OF REGISTER AND TRANSFER BOOKS
NOTICE IS HEREBY GIVEN that the Register of Members and Transfer Books
of the Company will be closed on Friday, 16th August, 2013 and Monday,
19th August, 2013.
2. AUDIT COMMITTEE
In accordance with Section 359(5) of the Companies and Allied Matters Act
1990, any shareholder may nominate a shareholder for appointment to the
Audit Committee. Such nomination should be in writing and should reach
the Company Secretary at least 21 days before the Annual General Meeting.
BY ORDER OF THE BOARD

AISHA LADI ISA (MRS)

Company Secretary/Legal Adviser
Dated this 3rd day of June, 2013
DANGOTE FLOUR MILLS PLC
Terminal E
Greenview Development Nigeria Ltd Building (2nd Floor)
Apapa Wharf, Lagos.
aisha.isa@dangote.com

4,614,915
(1,484,265)

2,958,331

(2,235,914)

3,130,650

(2,208,313)

(2,059,643)

(1,761,187)

8,724

3,767

30,974

758,742

(4,264,583)
1,126,464

(583,078)

(Loss)/profit for the year

(2,263,336)

649,074

(3,138,119)

790,152

Attributable to:
Owners of the parent

(2,840,713)

346,752

(3,138,119)

790,152

Non-controlling interests

577,377
(2,263,336)

302,322
649,074

1,373,230

790,152

(3,138,119)

CONSOLIDATED AND SEPARATE STATEMENTS OF

COMPREHENSIVE INCOME FOR THE YEAR ENDED
31 DECEMBER 2012
GROUP
31-Dec
2012

(N
=000)

(Loss)/profit for the year

(2,263,336)

COMPANY
31-Dec
2011
649,074

31-Dec
2012

31-Dec
2011
790,152

(3,138,119)

Other comprehensive income:

Actuarial Gains Assumption
Actuarial Gains Experience
Total comprehensive (loss)/
profit for the year

2,382

196,820

130,231

68,608

80,050

(2,192,346)

925,944

(3,138,119)

920,383

(2,769,723)

623,622

(3,138,119)

920,383

Attributable to:
Owners of the parent
Non-controlling interests

577,377
(2,192,346)

Basic (loss)/earnings
per share (kobo)

(55.39)

302,322
925,944

920,383

(3,138,119)

12.47

CONSOLIDATED AND SEPARATE STATEMENTS OF

FINANCIAL POSITION AS AT 31 DECEMBER 2012
GROUP

of hands and on a poll. For the appointment to be valid, a completed Proxy

Form must be deposited at the registered office of the Company or with the

(826,464)
(1,409,450)

(109,668)

PROXY
A member of the Company entitled to attend and vote at the above meeting is

4,442,596
(1,484,265)

REPORT OF THE INDEPENDENT AUDITORS

TO THE MEMBERS OF DANGOTE FLOUR
MILLS PLC
Report on the Financial Statements
We have audited the accompanying
consolidated and separate financial
statements of Dangote Flour Mills Plc and
its subsidiaries which comprise the
consolidated and separate statements of
financial position as at 31 December 2012,
31 December, 2011 and 1 January, 2011, the
consolidated income statement, statement
of changes in equity and cash flow
statement for the years ended 31 December
2012 and 31 December 2011 and a
summary of significant accounting policies
and other explanatory information set out
on pages 21 to 69.

259,472

414,931

1,737,015

executing a Sale and Purchase Agreement in relation to the acquisition of

the shares and obtaining all requisite regulatory approvals, and that the

381,527

(4,000,351)

between the Company and Dangote Industries Limited (DIL), the sale to
Dangote Industries Limited of the shares held by the Company in the

(907,190)
(3,146,412)

(Loss)/profit before taxation

Act Cap C20 Laws of the Federation of Nigeria, 2004, and the Directors

502,260
(1,409,450)

Finance costs

Resolution:
That in accordance with Section 284 of the Companies and Allied Matters

Akintola Williams Deloitte

235 Ikorodu Road, Ilupeju
P.O. Box 965, Marina
Lagos,
Nigeria
Tel: +234 (1) 271 7800
Fax: +234 (1) 271 7801
www.deloitte.com/ng

CONSOLIDATED AND SEPARATE STATEMENTS OF

PROFIT AND LOSS FOR THE YEAR ENDED 31
DECEMBER 2012

(N
=000)
Assets
Non-current assets

31-Dec
2012

31-Dec
2011

COMPANY
1-Jan
2011

31-Dec
2012

31-Dec
2011

1-Jan
2011

45,673,663 47,785,357 42,917,033

27,302,587 28,726,626 28,421,024

Property, plant and equipment 44,048,647 46,754,990 42,490,498

28,395
398,140

18,747,467 2 0,633,574 20,458,482

7,553,637 7,553,637 7,553,637

83,502
10,765
1,001,483
455,913
398,140

31,775,355 38,857,325 28,820,545

31,889,255 41,652,612 32,276,278

Inventories
12,946,862 11,671,814 8,257,459
Trade and other receivables 11,927,694 11,363,897 13,259,241
Amounts owed by subsidiaries

Short-term loans receivable

5,083,533 13,390,095 5,113,774
Cash and bank balances
1,817,266 2,431,519 2,190,071

7,317,448 4,899,135 2,926,685

3,732,123 5,608,778 9,115,070
16,953,231 1 6,123,486 13,493,230
3,025,036 13,734,353 5,252,555
861,417 1,286,860 1,488,738

Interest in subsidiary companies

Long-term receivables
Deferred taxation asset
Current assets

3,894
1,621,122

90,836
939,531

Total assets

77,449,018 86,642,682 71,737,578

59,191,842 70,379,238 60,697,302

Equity and liabilities

Issued capital and reserve
s

24,244,178 27,513,901 27,890,279

22,714,473 26,352,592 26,432,209

Ordinary share capital

Share premium
Retained earnings

2,500,000 2,500,000 2,500,000

18,116,249 18,116,249 18,116,249
3,627,929 6,897,652 7,274,030

2,500,000 2,500,000 2,500,000

18,116,249 1 8,116,249 18,116,249
2,098,224 5,736,343 5,815,960

Non-controlling interests

1,079,348

501,971

199,649

Total equity

25,323,526 28,015,872 28,089,928

22,714,473 26,352,592 26,432,209

Non-current liabilities

14,801,783 8,028,585

5,595,727

14,201,759

4,846,577 4,565,424

Deferred taxation liability

Retirement benefit obligation
Long-term borrowings

2,855,079 4,114,138
1,254,329 1,730,447
10,692,375 2,184,000

4,075,396
1,520,331

2,825,800
851,584
10,524,375

3,569,341 3,481,939
1,277,236 1,083,485

Current liabilities

37,323,709 50,598,225 38,051,923

22,275,610 39,180,069 29,699,669

11,636,188 8,672,256
1,333,931 1,001,464
27,325,891 22,046,523
216,669 1,900,472

10,085,546 4,431,208

5,173,728 5,301,029 3,819,144

212,284 1,114,176
697,372
15,178,614 23,206,774 20,504,053
216,669
216,669 1,900,472
1,331,717 1,156,049
910,005
162,598 8,185,372 1,868,623

77,449,018 86,642,682 71,737,578

59,191,842 70,379,238 60,697,302

Trade and other payables

Taxation
Short-term borrowings
Shareholders for dividend

10,433,756
401,155
24,346,967
216,669
Amounts owed to subsidiaries

Bank overdrafts
1,925,162
Total equity and liabilities

Alhaji Aliko Dangote, GCON

Chairman
FRC/2013/IODN/00000001766

Mr. Nthabisheng Segoale

Group Chief Executive Officer
FRC/2013/IODN/00000002455

Mr. Suleiman Olarinde

Finance Director
FRC/2013/ICAN/00000002454

Directors' Responsibility for the Financial

Statements
The Directors are responsible for the
preparation and fair presentation of these
consolidated financial statements in
accordance with the Companies and Allied
Matters Act CAP C20 LFN 2004, the Financial
Reporting Council of Nigeria Act No. 6, 2011,
International Financial Reporting Standards
and for such internal controls as the
Directors determine necessary to enable the
preparation of consolidated financial
statements that are free from material
misstatement, whether due to fraud or
error.
Auditors' Responsibility
Our responsibility is to express an opinion
on these consolidated financial statements
based on our audit. We conducted our audit
in accordance with International Standards
on Auditing. Those standards require that
we comply with ethical requirements and
plan and perform the audit to obtain
reasonable assurance about whether the
financial statements are free from material
misstatement.
An audit involves performing procedures to
obtain audit evidence about the amounts
and disclosures in the financial statements.
The procedures selected depend on the
auditors' judgment, including the
assessment of the risks of material
misstatement of the financial statements,
whether due to fraud or error. In making
those risk assessments, the auditors
consider internal controls relevant to the
entity's preparation and fair presentation of
the financial statements in order to design
audit procedures that are appropriate in the
circumstances, but not for the purpose of
expressing an opinion on the effectiveness
of the entity's internal control. An audit also
includes evaluating the appropriateness of
accounting policies used and the
reasonableness of accounting estimates
made by Directors, as well as evaluating the
overall presentation of the financial
statements.
We believe that the audit evidence we have
obtained is sufficient and appropriate to
provide a basis for our audit opinion.
Opinion
In our opinion, the consolidated and
separate financial statements present fairly,
in all material respects, the financial position
of Dangote Flour Mills Plc and its
subsidiaries as at 31 December 2012, 31
December 2011 and 1 January, 2011 and
the financial performance and cash flows for
the years ended 31 December 2012 and 31
December 2011 in accordance with the
Companies and Allied Matters Act CAP C20
LFN 2004, the Financial Reporting Council
of Nigeria Act No. 6, 2011 and International
Financial Reporting Standards.

Chartered Accountants
Lagos, Nigeria
29 May 2013
FRC number:
FRC/2013/ICAN/00000001364
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provides audit, tax, consulting, financial advisory and
enterprise risk services.