ANNUAL REPORTS & FINANCIAL STATEMENTS 2019 - Julius Berger Nigeria

Julius Berger Nigeria Plc AR & FS 2019 Notice of Annual General MeetingNOTICE OFANNUAL GENERAL MEETINGNotice is hereby given that the 50th AnnualGeneral Meeting (AGM) of Julius Berger NigeriaPlc will be held at the Transcorp Hilton Hotel,1 Aguiyi Ironsi Street, Maitama, FCT Abuja, onThursday, June 18, 2020, at 11:00 a.m., totransact the following business:Ordinary business1. To lay before the Company in General Meeting,the Consolidated Financial Statements forthe period ended December 31, 2019, theReports of the Auditors, the Directors of JuliusBerger Nigeria Plc (Directors) and the StatutoryAudit Committee.2. To declare a dividend.3. To elect / re-elect Directors.4. To authorise the Directors to fix theremuneration of the External Auditors.5. To constitute the Statutory Audit Committee.Special business6. To consider and if thought fit, pass the followingresolutions as ordinary resolutions:6.1. “That the Directors’ fees payable to eachDirector, save Executive Directors, untilfurther review, be and is hereby fixed at thesum of 6.5 million (six million, five hundredthousand naira) for each Non-ExecutiveDirector save the Chairman, whose feesshall be fixed at the sum of 10.5 million (tenmillion, five hundred thousand naira), suchpayments to be made effective from January1, 2020”.6.2. “That in accordance with Article 109 ofthe Articles of Association of the Company(Articles), the Directors be and are herebyauthorized to capitalize the sum of 132,000,000 (one hundred and thirty-twomillion naira) out of the balance standing tothe credit of the retained earnings of theCompany, as at December 31, 2019, andavailable for distribution, and to appropriatethe said capitalized sum to the membersholding 1,320,000,000 (One Billion, ThreeHundred Twenty Million) ordinary shares of50 Kobo each in the capital of the Companyand registered as at the close of businesson May 29, 2020 (Transfer Date) in theproportion of one ordinary share of 50Kobo each for every five ordinary sharesof 50 Kobo each now held by them, on theconditions that the sum appropriated shallnot be paid in cash but applied in payingup in full at par on behalf of such holders,264,000,000 (two hundred and sixty-fourmillion) ordinary shares of 50 Kobo each(Bonus Shares) which Bonus Shares shall beissued and allotted, credited as fully paid upat par to those members in the proportionstated herein as at the transfer date andwhich Bonus Shares shall rank parri passu inall respect with the existing ordinary sharesof the Company except that such sharesshall not rank for dividend recommended bythe Directors in respect of the year endedDecember 31, 2019”.6.3. “That approval be and is hereby given, ona continuing basis, to the proposal andprinciples contained in the “Severance Payfor Non-Executive directors Policy” of theCompany.By order of the Board,Mrs. Cecilia Ekanem MaduekeCompany SecretaryFRC / 2017 / NBA / 0000001754010 Shettima A. Munguno CrescentUtako 900 108 FCT AbujaMay 11, 2020Julius Berger Nigeria Plc AR & FS 2019 NotesNOTESElectronic informationRelevant documents in connection with theMeeting are available to all shareholders fromthe date of this notice on the Company’s websitewww.julius-berger.com.ProxyMembers of the Company, entitled to attendand vote, are entitled to appoint proxies toattend and vote in their stead. A proxy need notbe a member of the Company. A proxy form isprovided with this Annual Reports and FinancialStatements (AR & FS). The Proxy form has beenpre-stamped for the use of the shareholders. Tobe valid for the purpose of the meeting, the formmust be completed and deposited at the officeof the Registrars, Greenwich Registrars & DataSolutions Ltd., not later than 48 hours before thetime appointed for holding the meeting.In view of the COVID 19 pandemic, the restrictionson gatherings and the social distancing measuresinstituted by Governments, the Company has,under the guidelines issued by the CorporateAffairs Commission (CAC), obtained the approvalof the CAC to hold the AGM, taking advantageof S.230 of CAMA on the use of proxies, withattendance by proxies. The proceedings of themeeting shall also be streamed, live. Members,entitled to attend and vote at the AGM, may wishto select any of the underlisted as their proxies, toattend and vote in their stead: Mr. Mutiu Sunmonu, CONAlhaji Zubairu Ibrahim BayiMr. Boniface OkezieMrs. Adebisi Oluwayemisi BakareMr. Patrick AjuduaSir Sunny Nnamdi Nwosu, KSSMr. Mathew AkinladeMr. Innocent Peter NwokochaEach duly completed proxy form shall be countedas one.Closure of Register of Members andTransfer BooksThe Register of Members and the Transfer Bookswill be closed from June 1, 2020 to June 3, 2020,both dates inclusive, for the purpose of dividendand scrip.7Appointment of members of the StatutoryAudit Committee of the CompanyAny member may nominate a shareholder as amember of the Statutory Audit Committee ofthe Company, by giving notice in writing of suchnomination to the Company Secretary, at least 21days before the date of the AGM. Nominees tothe Statutory Audit Committee must be compliantwith the laws, rules and regulations guiding listedcompanies in Nigeria.Right to ask questionsMembers have a right to ask questions, in writingprior to the meeting, on their observations orconcerns arising from the AR & FS 2019, providedthat such questions in writing are submitted nolater than June 11, 2020. For ease of submissiona dedicated email address, jbn.shareholders@julius-berger.com has been created to receivesubmissions from shareholders.DividendIf the dividend recommended by the Directorsis approved by the members, the dividend willbe paid on June 19, 2020, to members whosenames appear in the Register of Members, asat the close of business on May 29, 2020(qualification date).Unclaimed dividendsThe Company notes that some dividend warrantssent to shareholders are yet to be presentedfor payment and some shareholders are yet tomandate their bank accounts for the paymentof e-dividends. Therefore, all shareholders with“unclaimed dividends” should address theirclaim(s) to the Registrars, Greenwich Registrars& Data Solutions Ltd., 274 Muritala MuhammedWay, Ebute Metta 101 212, Lagos, or to theCompany Secretary at the address of theregistered office. Members are being urged toavail themselves of the use of the forms providedto update their information, particularly as it relatesto the mandate of their dividend(s), and use of theCentral Securities Clearing System (CSCS).Special BusinessThe CAC has approved that the matters underSpecial Business be tabled at the AGM.8

Julius Berger Nigeria Plc AR & FS 2019 Chairman’s StatementJulius Berger Nigeria Plc AR & FS 2019 Chairman’s StatementCHAIRMAN’S STATEMENTHighlighted ProjectsValued shareholders, distinguished ladiesand gentlemen,On behalf of the Board of Directors, I amproud to present Julius Berger Nigeria Plc’s2019 Consolidated Financial Statements.In the reporting period Julius Berger NigeriaPlc achieved an outstanding performance.In line with set strategies, the positive cashflow and optimised resources utilisationachieved in 2019 resulted in a substantialincrease in turnover. This also triggered asignificant increase in profit before tax.9While it was envisioned that 2020 wouldcontinue on this set path, the effects ofthe Covid-19 outbreak are still unfoldingand there is concern over how this globalhuman tragedy will further develop. TheCompany is preparing mitigation andNew awardsOngoing works Office of the National Security Adviser, NewHeadquarters, Abuja Rehabilitation/Extension of Government House,Phase 5, Port Harcourt Construction of three new Flyovers,Port Harcourt International Worship Centre,Main Contract, Uyo Rehabilitation of Control Towers at TincanIsland Port and Lagos Port Complex, Apapa Rehabilitation of Abuja-Kaduna-ZariaKano Road Technology Building/Data Communication & Control Centre, Abuja Odukpani-Itu-Ikot Ekpene Road Town Road Rehabilitation Project,Port Harcourt Ikot Ekpene Road, Akwa Ibom Uyo Etinan Road, Akwa Ibom FAMFA Office Tower, Lagosprotection measures, knowing that stiffchallenges may lay ahead. The situation isunder continuous review and any requiredshift in business operations and planningwill be addressed swiftly.To this end, this year we have made thedifficult decision to cancel the physicalcelebration of a very special occasion, the50th Anniversary of Julius Berger Plc’sincorporation in Nigeria. While many arefamiliar with the Company’s first projectin Nigeria, the iconic Eko Bridge in Lagos,construction of which kicked off onNigeria’s fifth year of independence, in1965, it is the milestone decision taken byour founders, to incorporate as a Nigerianentity on February 18, 1970, that marks thebeginning of our history as we now know it.This momentous moment formalised theCompleted works Atlas Cove Jetty Operation &Maintenance, Lagos Lagos-Shagamu Expressway Bodo-Bonny Road, Rivers Second River Niger Bridge, MainContract, Asaba/OnitshaCompany’s commitment to constructionexcellence in Nigeria and paved the way forthe five decades of growth and achievementthat we now celebrate.Over the past 50 years Julius BergerNigeria Plc has evolved into the industrypacemaker that is your Company. We havegrown into a renowned corporate leaderand one of the country’s largest privateemployers. Our portfolio has expanded tocover comprehensive construction-relatedservices, supported by our strong Groupstructure. All the while our core values havebeen maintained. We have remained acompany of high integrity. A reliable partnerwith an unmatched level of quality andservice. A pioneer of new technologies andinnovations, always delivering accordingto expectations and always working with a United Nations Headquarters,Phase 2, Abuja Railway Villages Rehabilitation, Agbor Pleasure Park - Cinema &Restaurants, Port Harcourt International Worship CentreEarly Works, Uyo Second River Niger Bridge EarlyWorks Phase IV, Asaba/Onitsha Rose of Sharon Tower Penthouse,Lagos Lagos Nestoil Residencestrong sense of responsibility towards thegreater impact of our work on our fellowNigerians.This standard was of course maintainedover the reporting period. Despite 2019being an election year, with slowdowns,and muted growth exacerbated by delays inbudget implementation and gaps in capitalreleases, your Company continued to forgeahead delivering on projects with markedsuccess. Good progress was realised on allpriority projects financed via the PresidentialInfrastructure Development Fund, such asthe Abuja-Kano Road, the Lagos-ShagamuExpressway and the Second River NigerBridge, as well as on other public and privatesector projects across our regions. Wesuccessfully completed the Rehabilitationof the Railway Villages in Agbor, Phase 2 of10

Julius Berger Nigeria Plc AR & FS 2019 Chairman’s StatementJulius Berger Nigeria Plc AR & FS 2019 Chairman’s Statement“The Board of Directors are pleased to recommend a dividend of 2.00per 50 Kobo ordinary share, resulting in a total gross dividend pay outof 2.64 billion.”the United Nations Headquarters in Abujaand the Rose of Sharon Tower Penthousein Lagos, amongst others. Meanwhile, wemaintained focus on growing our portfoliothrough selective tendering, acquiring newprojects that fit the Company’s strengthsand strategies, including construction ofthe Office of the National Security Adviser inAbuja, the Uyo International Worship Centerand three major Flyovers in Port Harcourt.We maintained a focus on strengtheningour core business by continually assessingareas for improvement, making relevantinvestments to make certain our modelremains efficient, effective and relevant.As such, with an eye towards maintainingour competitive edge, we invested intonew equipment, ensuring we have theneeded and economically viable machineryto support optimal performance in ouroperations.As part of our commitment to our staff,we continued to invest in the renewal andstrengthening of our human tion of professional developmentprograms and training across functions,including Health, Safety and Environment(HSE) training, with approximately 4,000employees educated on diverse HSEsubjects in 2019. As a result, Julius BergerNigeria Plc ended the reporting year witha Lost Time Injury Frequency Rate of 0.23,meaning that as a Company we workedover 4 million man-hours for every oneLost Time Injury (LTI). This is a recordbreaking achievement that contends withinternational standards11developments and positive financialperformance. Julius Berger ServicesNigeria Ltd. maintained its growth trajectory,extending its offerings to include a regularLiner Service between Northern Europeand its Warri Port Terminal. The Company’sdomestic and international design andengineering subsidiaries, PrimeTech Designand Engineering Nigeria Ltd. and Julius BergerInternational GmbH, continued to steadilywork towards capturing a greater portion ofthird-party clients in their respective markets.Abumet Nigeria Ltd. continued to build upits business and portfolio, and amid itsown 30 Year Anniversary celebration thisyear, has expanded its production capacityto include the manufacturing of insulatedglass units in Nigeria, under the brandEVONIG GLASS. The Company’s furnitureproduction arm, AFP, continued to widen itsreach and client base. With the AFP Lagosshowroom in full swing, I am confident thatAFP will continue to gain greater recognitionand market share as the premier Nigeriamade furniture brand.In light of the successes realised, JuliusBerger Nigeria Plc ended the year profitably.Consequently, the Board of Directors arepleased to recommend a dividend of 2.00per 50 Kobo ordinary share, resulting in atotal gross dividend pay out of 2.64 billion.On the occasion of the 50th Anniversaryof the Company, the Directors are alsopleased to recommend a bonus of onenew ordinary share for every five existingordinary shares held.Julius Berger Nigeria Plc sets the mark forexcellence and innovation in construction.The Company remains uniquely positionedWe advanced our Group as all customer- as Nigeria’s most reliable constructionfacing subsidiaries achieved forward partner and leading corporate citizen.Looking ahead we will reinvigorate ourcorporate social responsibility commitmentsand double down on the significantcontributions already made over the past50 years. In the face of Covid-19, we arecommitted towards swift action and theprovision of resources to support efforts ofthe Federal and State Governments, LocalGovernment Areas, as well as key publicagencies and healthcare providers in theirfight against the virus. Furthermore, witha sustained focus on education, we willcontinue to implement initiatives that driveeducational progress, from youth literacyspanning to higher education, includingvocational training for the constructiontrades.We will continue to strengthen our businesses strategic foundations to persist inmeeting both our financial and operationaltargets. We will continue to emphasisecorporate development activities in orderto progress the Company’s long-termdiversification strategy regarding client mixand business areas, while simultaneouslyassessing and exploring opportunitiesbeyond our core construction business - tostrategically reduce risk, promote growthand strengthen cashflow and profitability.The mid-term economic outlook remainsfragile, with many uncertainties still looming.The impact of Covid-19 is sure to havelingering negative effects, most detrimentalbeing the major pressure it has and maycontinue to put on oil prices. Accordingly,the Company has revised its planning for theyear 2020, taking on a more conservativeapproach to growth and profitability targets.What remains clear is that Nigeria is a countryof great promise and Julius Berger NigeriaPlc a company with great purpose; readyand able to deliver on our strong projectbacklog; ready and able to meet the needsof our clients and their development goals;ready and able to lead in the construct ofinfrastructure and buildings that will standstrong to support Nigeria’s physical andeconomic growth, no matter the challengesthat may come.Esteemed shareholders, thank you for yoursteadfast trust. I assure you that the Boardof Directors, Management and entire staffcontinue to work in your best interest withfull commitment to ensuring that JuliusBerger Nigeria Plc remains a company ofexcellence, innovation and responsibility,which meets your expectations for successand shareholder value. It is with yourenduring support that we will continueto drive forward Julius Berger’s strongachievements and sustained leadership forthe next 50 years and beyond.Thank you.Mr. Mutiu Sunmonu, CONChairmanFRC / 2014 / IODN / 0000000618712

Julius Berger Nigeria Plc AR & FS 2019 Julius Berger’s HistoryJulius Berger Nigeria Plc AR & FS 2019 Julius Berger’s HistoryJULIUS BERGER NIGERIA PLC’S HISTORYJulius Berger incorporatedas a construction companyin GermanyFirst contractawarded in Nigeria(Eko Bridge, Lagos)13Incorporation of JuliusBerger Nigeria Ltd.Commissioning of thenew Headquartersin AbujaListed on the NigerianStock Exchangeas a PlcCertificationISO 9001:2008African Business Magazinelisted Julius BergerNigeria Plc among top 50companies in West AfricaJulius Berger Nigeria Plccelebrates 50 yearsas a corporate entitySuccessful transitionfrom ISO 9001:2008to ISO 9001:201514

Julius Berger Nigeria Plc AR & FS 2019 Board of DirectorsJulius Berger Nigeria Plc AR & FS 2019 Board of DirectorsBOARD OF DIRECTORSMr. Karsten HenselMr. Ernest C. Ebi, MFR, FCIBIndependent DirectorEngr. Dr. Lars RichterManaging Director15Mr. Tobias MeletschusDirector Corporate DevelopmentMrs. Gladys O. TalabiEngr. Goni Musa SheikhMr. George MarksVice-ChairmanEngr. Jafaru DamulakMr. Mutiu Sunmonu, CONChairmanMr. Martin BrackFinancial DirectorMrs. Belinda A. Disu, CALAlhaji Zubairu I. BayiDirector AdministrationDr. Ernest N Azudialu-Obiejesi16

Julius Berger Nigeria Plc AR & FS 2019 Directors’ ProfilesJulius Berger Nigeria Plc AR & FS 2019 Directors’ ProfilesDIRECTORS’ PROFILESMr. Mutiu Sunmonu, CON, 64ChairmanBSc (First Class Honours Mathematics &Computer Sciences) Appointed Chairman with effect from April 1,2016 Appointed Director with effect from January 1,2015Chairman of the Boards of Directors of JuliusBerger Investments Ltd., Petralon Energy Ltd.and Imperial Homes Mortgage Ltd. Director ofUnilever Nigeria Plc., Air Peace Limited, AlphaMead Group and Wapic Insurance PlcMr. George Marks (German), 61Vice-ChairmanBBA, DSc (HC) Appointed Vice-Chairman with effect fromDecember 6, 2018 Appointed Director with effect from January 1,2013Member of the Association of National Accountants of NigeriaDirector of Centenary City PlcEngr. Dr. Lars Richter (German), 44Managing DirectorDoktor-Ingenieur (Doctorate Civil Engineering) Appointed Director and Managing Directorwith effect from October 16, 2018 Joined the Company on June 1, 2002Member of the Council for the Regulation ofEngineering in Nigeria (COREN)Mrs. Belinda Ajoke Disu, CAL, 33Non-Executive DirectorBA (International Relations), MSc (Leadership),MNIM, MIOD Appointed Director with effect from June 30,2017Member of the Institute of DirectorsExecutive Vice Chairman of Globacom Ltd. ChiefExecutive Officer of Cobblestone Properties &Estates Ltd. Director of Abumet Nigeria Ltd.and Mike Adenuga Center17Dr. Ernest NnaemekaAzudialu-Obiejesi, 59Non-Executive DirectorBSc, MBA, DBA (HC), FNSE Appointed Director on March 22, 2012Fellow of the Nigerian Society of EngineersChairman of the Boards of Directors ofObijackson Group of Companies, NecondeEnergy Ltd., Nestoil Ltd., WaterTown EnergyLtd., IMPaC Oil & Gas Engineering Ltd., B&QDredging Ltd., Energy Works Technology Ltd.,Hammakopp Consortium Ltd., and othersMrs. Gladys Olubusola Talabi, 63Non-Executive DirectorLLB, BL, LLM Appointed Director with effect from June 30,2017Director of Globacom Ltd.Mr. Martin Brack (German), 56Financial DirectorDiplom-Volkswirt (MSc in Macroeconomics) Appointed Director and Financial Director witheffect from December 16, 2017 Joined the Company on January 18, 2000Member of the Association of National Accountants of NigeriaChairman of the Board of Directors of JuliusBerger Medical Services Ltd. Director of JuliusBerger Services Nigeria Ltd., and Julius BergerFZEAlhaji Zubairu Ibrahim Bayi, 61Director AdministrationBSc (Buildings), FNIOB Appointed Director and Director Administrationwith effect from January 1, 2013 Joined the Company on February 2, 1984Fellow of the Nigerian Institute of BulidingDirector of Julius Berger Services Nigeria Ltd.Mr. Tobias Meletschus (German), 40Director Corporate DevelopmentMr. Ernest Chukwudi Ebi, MFR, FCIB, 69Independent Non-Executive DirectorDiplom Wirtschaftsjurist (Graduate BusinessLaw), LLM (Com) Appointed Director and Director CorporateDevelopment with effect from October 16,2018 Joined the Company on August 9, 2012Associate of the Institute of DirectorsDirector of Julius Berger Investments Ltd. andAbumet Nigeria Ltd.BBA (Marketing), MBA, FCIB, FIOD Appointed Director and Independent NonExecutive Director with effect from December7, 2019Fellow of the Chartered Institute of Bankers ofNigeria and Member of the Institute of DirectorsChairman of the Boards of Fidelity Bank Plc,Agrited Nigeria Limited, AIICO Pension ManagersLtd., Beloxxi Industries Ltd. and Julius BergerServices Nigeria Ltd. Director of DangoteCement Plc, Travelex Nigeria Ltd., CoronationCapital Ltd. and Coronation Asset ManagementLtd.Engr. Jafaru Damulak, 56Non-Executive DirectorB. Eng (Civil Engineering) Appointed Director on October 12, 2007Member of the Nigerian Society of Engineersand the Council for the Regulation of Engineeringin Nigeria (COREN)Chairman of the Board of Directors of PrimeTechDesign and Engineering Nigeria Ltd. and JuliusBerger FZE Managing Director of Elm Propertiesand Estate Development Company Ltd. Directorof NETCOM Africa Ltd. Board Member, DuportMidstream Company Ltd.Mr. Karsten Hensel (German), 62Non-Executive DirectorDiplom-Ingenieur (Masters in Architechture) Appointed Director with effect from December7, 2019Chief Executive Officer of Julius BergerInternational GmbH Director of Julius BergerInvestments Ltd.Engr. Goni Musa Sheikh, 63Non-Executive DirectorBSc (Minerals Engineering), MSc (MineralsProcessing and Design) Appointed Director with effect from July 1,2019Fellow of the Nigerian Society of MiningEngineers, Member of the Nigerian Society ofEngineers,theCouncilofRegisteredEngin

Julius Berger Nigeria Plc AR & FS 2019 Vision Statement At Julius Berger Nigeria Plc, our vision is to be Nigeria's most dynamic construction company. We seize opportunities for both our Company and the country. We work with dedication to maintain our clients' trust. We operate with a holistic approach and a solutions-driven mindset.