Dangote Cement Plc (DANGCEM) Earnings Call Transcript & Summary

Sorry. Distinguished ladies and gentlemen, the time now is 11 a.m. So please let us rise for the national anthem. [Presentation]

Good morning, again, distinguished ladies and gentlemen and shareholders. The quorum required by Article 16 of the company's Article of Association, is 2 members present in person or by proxy. Can the registrar confirm that the quorum has been formed please. Registrar?

Good morning, Mr. Chairman, members of the high table esteemed shareholders. My name is Augustina Obi and I represent Coronation Registrars Limited, the Registrars to Dangote Cement Plc. We have 466 shareholders attending physically and 62 shareholders represented by proxies with a total of 15,205,703,946 shareholding, representing 62 points -- hold on, representing 88.98% of the Dangote Cement Plc issued share capital. With this information, we confirm that a quorum has been formed. Thank you.

Thank you, Ms. Augustina Obi. This meeting is therefore, duly convened and properly constructed. Accordingly, it gives me great pleasure to welcome you all to the 14th Annual General Meeting of our company, which I now declare open. May I please request Dr. [ Farooq ] to say the opening prayer, please?

[Presentation]

Thank you very much, Dr. [ Farooq ]. There are 7 items of business before you today. You all have the opportunity to be able to move all, second each of the motions put to the meeting and contribute as you wish. After that, an opportunity will be given for questions on each motion before a vote is taken. Please ensure that you raise your hand and receive approval before you speak. Microphones and amplifying equipments have been placed strategically so that everyone should be able to hear. Therefore, I request that you speak audibly and start by stating your names. The register of directors holding is here by available for inspection, driving this meeting in compliance with Section 301 subsection 8 of the Companies and Allies Matters Act. Before we proceed to the formal matters on the agenda, I would like to take this opportunity to introduce to you the directors and acting company secretary and General Counsel of your company. I'm Aliko Dangote, the Chairman of your company. Thank you. On my left is Mr. Arvind Pathak, your Group Margin Director, who was appointed first of March 2023 and will be presented at this meeting for election. Next, Mr. Olakunle Alake, your Non-Executive Director. Next is Philip Mathews, your Deputy Group Managing Director. And Mr. Abdu Dantata, Non-Executive Director. On the right is Mr. Edward Imoedemhe, the acting company Secretary; next to him is Mr. Ernest Ebi MFR, your independent Non-Executive Director; Mrs. Dorothy Udeme Ufot SAN, your independent non-executive director. The next makes the Emmanuel Ikazoboh, your non-independent Executive Director; and Mr. DVG Edwin, your non-Executive Director. The following directors are attending the meeting electronically due to the current challenges of international travels and by way of introduction, we have Mrs. Cherie Blair, your independent non-executive director; next is Mr. Viswanathan Shankar, non-executive director. Do you have him? Okay. Next to -- I mean after Shankar is Ms. Douraid Zaghouani, your Non-Executive Director. I think they will show him as we speak. And you are Non-Executive Director; and Ms. Berlina Moroole, your non-executive Director, she is right there, joining us from South Africa. I would also like to introduce the members of the Statutory Audit Committee, Mr. Robert Ade-Odiachi who is the Chairman of the committee representing the others that is Mr. Sheriff Yussuf and Nicholas Nyamali. I would also like to introduce the representatives of NGX Regulations, Mr. [indiscernible]. Thank you. The Securities and Exchange Commission, [indiscernible]. Thank you. You didn't clap for the lady. Thanks. The Corporate Affairs Commission is Mrs. [indiscernible]. Our registrars, Coronation Registrars Limited, Mrs. Augustina Obi. Our independent auditors, KPMG Professional Services, Mr. Goodluck Obi. [indiscernible]. They are all here. I now call on the acting company secretary to read notice of the meeting, please, Edward.

Good morning Chairman, distinguished Director, esteemed shareholders, ladies and gentlemen. I present the notice of Annual General Meeting of Dangote Cement Plc as follows: Notice is hereby given that the 14th Annual General Meeting of Dangote Cement Plc we hold at 13 April 2023 at the [indiscernible] Victoria Island, Lagos at 11 a.m. and transact the following business: on our business to layer the [indiscernible] financial statement for the year ended 31 December 2022 together with the Board of Directors, auditors and the [indiscernible] to declare dividend, to elect and reelect directors, to authorize directors to [indiscernible] auditors for the year 2023. We disclosed the enumeration of directors of the company, managers of the company to elect shareholder representatives to the statutory of the [indiscernible]. Special business, to consider a new stock [indiscernible] following resolution as not [indiscernible] of the company to fix remuneration of directors. Note [indiscernible] member of the company entitled to attend our [indiscernible] is entitled to appoint a proxy to attend our board in his stead. A proxy need not be a member of the company, a proxy of an organization may vote by show of hand or a proof to be valid as a [indiscernible] of process to be [indiscernible] the company secretary [indiscernible], #1 of [indiscernible] or the office of the registrar. [indiscernible] at #9 [indiscernible] Victoria Airline, not later than 48 hours before the time of holding the meeting. A proxy form is attached to the annual report can be downloaded from the company's website, www.dangotecement.com. Closure of Register of member. Notice is hereby given that register of member and [indiscernible] of the company will be closed on the 31st of March 2023. Payment of dividends. If the shareholders at the Annual General Meeting approved the dividend recommended by the directors. Dividend will be paid on Friday, 14 April 2023 to the shareholders whose name are registered in the company register of member at the close of business on the 30th of March 2023. A list of our planned dividend is available on the company's website, www.dangotecement.com. Shareholders with [indiscernible] share certificate are not claim dividend to address their claim to their registrar, Coronation Registrar Limited. At #9 I want to talk to Victoria Island, Lagos or in the notice. To complete the share mandates from -- of processing repayment. Please note the portion provision of Section 107 of [indiscernible] 2020, Treasury shares shall not be entitled to dividend of voting rights. New dividend registration notice is hereby given to all shareholders to open bank account, stock broking account, CSCS account for distribution of dividend payment. The detachable e-mandate act [indiscernible] annual report to [indiscernible] shareholder provide their details to the registrar. Election or reelection of director portion to section 285 [indiscernible]. The following directors shall retire by rotation being eligible can offer themselves for reelection. Mr. Olakunle Alake, Mr. Emmanuel Ikazoboh, Mr. Ernest Ebi MFR, Mr. Douraid Zaghouani, Ms. Berlina Moroole. Special notice is hereby given for section 282 of the Company and Allied Matter Act [indiscernible] to continue our Directors of [indiscernible]. Profile of Director for election and reelection. The profile of director [indiscernible] to retire rotation [indiscernible]. We're not really a [indiscernible].

Thank you very much. Mr. Edward Imoedemhe. Before we move to Item 1 on the agenda, let me present to the Chairman statement on Pages 10 to 11 in the printed annual and accounts already circulated. You agree that we should take that [indiscernible]. Thank you very much. Thank you to shareholders. There are 7 agenda items to be deliberated on today's question to the Company's and Allied Matters Act, I hereby demand a poll on all the items on the agenda apart from item 1,5 and 6. Please note that voting for resolution in respect of each agenda item will be carried out electronically. Each shareholder has been given a voting device, and it will also me displayed on the screen. I will now invite the registrar to provide explanation about the electronic voting. Registrar, please.

Thank you, Mr. Chairman. Esteemed shareholders, please be informed that we have captured a total number of 62 shareholders voting details received by proxy and more than 15,163,370,167 units, representing 88.98% of the issued share capital. Hence, the voting results will be displayed in addition to the votes cast here today. When you came in this morning, you were provided with a voting device that we have configured to represent your shareholding in Dangote Cement Plc. After the resolutions have been read out, the shareholders are to cast their votes. Kindly take a look at your respective voting devices. The button 1A is for yes votes and 2B is for a no votes. Once I announced that voting has commenced please press the reference button in accordance with your decision. Please note that you can change your votes during the voting period. But once the voting period has ended, the last button you pressed will be recorded as your votes. Thank you.

Thank you very much. Mrs. Augustina Obi. We will now move to item 1 on the agenda. As I'm sure you agree. You have heard the report and accounts for a period ended 31 December 2022 for the required statutory period. I would now like to formally lay before the meeting the annual report and accounts, including the audited financial statements for the year ended 31 December 2022 together with the reports of the directors, auditors and statutory Audit Committee thereon. I will now ask the representative of the auditors to read the report of the auditors, which is on Page 103 to 107 of the annual reports and account. Mr. [indiscernible], can you please?

Thank you, Mr. Chairman. Good morning, distinguished shareholders and members of the Board. Our reports can be found on Page 103. Mr. Chairman, I would like to take your indulgence and those of the distinguished shareholders to take certain aspects of the reports as read. Is it okay, Mr. Chairman?

Yes.

Thank you. Independent auditors report to the shareholders of Dangote Cement Plc reports on the audit of the consolidated and separate financial statements. Opinion, we have audited the consolidated and separate financial statements of Dangote Cement Plc, the company and its subsidiaries. Together the group, which comprise the consolidated and separate financial statements -- constituting a separate statements of financial position as of 31 December 2022, the consolidated and separate statements of profit or loss, the consolidated and separate statements of comprehensive income, the consolidated and separate statement of changes in equity, the consolidated and separate statement of cash flows for the year then ended and the notes comprising significant accounting policies and other explanatory information. In our opinion, the company consolidated and separate financial statements give a true and fair view of the consolidated and separate financial position of the company and its subsidiaries as at 31 December 2022. An office consolidated and separate financial performance and its consolidated and separate cash flows for the year then ended in accordance with IFRS standards as issued by the International Accounting Standards Board, the IFRS standards, and the manner required by the Company's Allied Matters Act, 2020 and the Financial Reporting Council of Nigeria Act, 2011. The basis of opinion, the key audit matters, other information are as contained in the report. I will then take you to Page 107. Reports on other legal and regulatory requirements. Compliance with the requirements of schedule 5 of the Companies Allied Matters Act 2020. We have obtained all the information and explanations which to the best for knowledge and belief were necessary for the purpose of our audit. In our opinion, proper books of accounts are being kept by the company so far as appears from my examination of those books. The company's statement of financial position, statement of profit or loss and statement of comprehensive income are in agreement with the books of accounts signed by myself on behalf of KPMG. Thank you, Mr. Chairman.

Thank you very much, Mr. Obi. In accordance with the Companies and Allied Matters Act, the statutory audit committee duly carried out their duties as required on the accounts for the period ended 31 December 2022. And now I have the Chairman of the Statutory Audit Committee, Mr. Robert Ade-Odiachi to read the Statutory Audit Committee report on Page 100 of the annual report and accounts. Mr. Ade-Odiachi, please.

Thank you, Mr. Chairman. My distinguished fellow shareholders. I present to you the report of the statutory Audit Committee of our dear company. In accordance with section 447 of the Companies and Allied Matters Act, 2020 and Section 34 of the SEC court, the members of the Statutory Audit Committee of Dangote Plc hereby report as follows: we have exercised our statutory functions under section 4047 of the Companies and Allied Matters Act, 2020, and we acknowledge the cooperation of the Board, management and staff in the conduct of these responsibilities. After careful consideration of the report of the [indiscernible] auditors, we accepted the report that the financial statements give a true and fair review of the state of the group and company's financial affairs as audited for December 2022. We confirm that the accounting and reporting policies of the group, and company in accordance with legal and regulatory requirements as well as agreed ethical practices. We reviewed the scope and planning of the audit requirements and found them adequate. We reviewed the findings on the management letter prepared by the internal auditors and found management response seems to the finding very satisfactory. The accounting and internal control systems is constantly and effectively being monitored through an effective internal audit function. We made recommendations to the Board on the reappointment and remuneration of the external auditors and also reviewed the provision made in the financial statements for the remuneration of the external auditors. We consider that the internal auditors are independent and qualified to perform their duties effectively. The committee, therefore, recommends that the audited financial statements of the year ended 31 December 2022 and the external auditor's report thereon, we presented for adoption at the Annual General Meeting signed by myself, Robert Ade-Odiachi, Chairman, Statutory Audit Committee, on behalf of Nicholas Nyamali, shareholders' representatives, Sheriff Yussuf, shareholders representative, Olakunle Alake, Non-Executive Director and Mr. Ernest Ebi, independent non-Executive Director. Thank you very much.

Thank you very much, Mr. Ade-Odiachi. I will be pleased to answer questions which may have on the report and accounts before we proceed to the next item of business. Okay, let me call first this lady and then to my left, I saw you already.

Thank you, Mr. Chairman. Mr. Chairman, Board of Directors, regulatory authorities here present this morning, my co-shareholders, good morning. My name is Mrs. Bisi Bakare, I'm the National Coordinator Pragmatic shareholders Association of Nigeria. First and foremost, Mr. Chairman, I want to use this opportunity to thank the entire board management and staff of Dangote Cement Plc for giving us NGN 29 dividend. We say big thank you on behalf of other shareholders. Page 2 and Page 4. I want to commend Dangote Cement for their successful issuance of 116 billion Series 2 bonds, the largest local corporate bond issuance at the time. Congratulations sir. And again, for successfully completing tranche 2 of the share buyback program on 28th January 2022. I said, congratulations to the entire Board and management of Dangote Cement for this. Mr. Chairman, I have only -- okay, I have only 2 questions. My first question is that how do you hope to maintain Cordial partnership relationship with all community, particularly in sustaining peace as seen at EPC plants. I would like to know. Lastly, because I don't want to take much of your time to give all that opportunity also. Lastly, how do you hope to address constraint, upgrade production level which is reflected in our capacity utilization of 27.8 million tonnes out of the 51.6 million metric tonnes installed capacity and the expectation that activities, we wait on demand in half-year of 2023. Once again, thank you very much for the opportunity given to me.

Thank you very much. Bisi. I will answer your question after [indiscernible]. Good to see you. Thank you.

Thank you, [indiscernible]. I would also like to say good to see you at 66. Happy birthday to you.

Thank you.

So Chairman, I was actually lamenting here. When you said you are taking to meet in electronically. Let me just tell you, today, so many people are praying that the 1 of those that decided to have a physical meeting, all other companies are going virtual which we shareholders disagree to. If CAC, I made a pronouncement that since 31st of December last year, they've removed virtual meeting. So they are not going to go back to it. And this shareholder -- I mean listed company secretaries are not looking into that. They are trying to do everything virtually. There is a meeting holding the other side of Lagos, precisely a long that's a more worth of thing. The meeting is almost empty. No shareholder there enough, the way should we look at the whole here. So when you now talk about electronically, I know your problem, you have a meeting. You are going out for a meeting. We are not against that. But you see you have done the best for shareholders by inviting us to an open meeting, to see you, and to interact with your shareholders. There is nothing as good as that. Today, technically or legally shareholders own every company. I don't know why, most of the companies do not have respect for shareholders. As per share -- minority shareholders, this we shall fight, we will continue to fight it for them to understand that we are, by law, the owners of this company, despite the fact that there will always be a money back behind any investments where we see the owners of the legal, we are -- so on behalf of shareholders, I want to thank you for changing at least partially making us to talk at this meeting. Thank you very much. That's why you will clock 100-and-something because we'll all be praying for you. Okay. Mr. Chairman, I want to take us to Page 17, which concerns me greatly, of the annual report. One is buyback. You'll recall that in the last 2 years, I've been shouting that this is a wrong approach to buy back. I don't get any [indiscernible], but you are saying you empower shareholders. If you look at the statement there, for share buyback, let them google it internationally. It's a pro rata issue. It's not just buying back few shares. If you buy back 20% of the shares, every shareholder will also get back -- you take -- surrender 20% of their shares. That is the way it close. So we must -- we are an international company. We must do everything internationally for people to really understand that we are doing it rightly. 2 or 3 years ago, I made a statement here that it costs us money to bring in experts in 6 continent of the world to tell us how buyback works. We brought people from India, we brought people from other continent, South Africa. So this buyback is not really right. It doesn't go the way buyback should be.

Didn't you say [indiscernible], didn't you say this?

No, no, no.

Yes. But I mean, it's not by force. You cannot force people to sell the shares if they don't want to.

No. When you announced buyback, it's always 1 year notice to buyback. Ghana did this. They gave 1 year notice. They gave 1 year notice to every shareholder that they are going to buyback 20% of the shares of the company and everybody must be involved in it, not selected issue.

I think, okay, we'll seek clarification. Yes. We'll do that definitely.

I'm going to Ghana next week, and I'll try to get the information which I will pass to you. You see sometimes we are poor, but it doesn't mean we don't have sense. Yes. What about we are doing. Yes. So I want all the directors of companies to respect minority shareholders. They don't respect us. And that is why without prayers, they continue to have problems because they don't respects us. So we are praying for you always. Every time we come to the meeting everybody will be praying for you because of you are benevolent and understanding of things. Mr. Chairman, my second observation on that same page is the bond we are taking, the bonds. Today, cement is very expensive. And I don't know why we are taking -- we continue to take bonds. That's why the fact that we're servicing the bonds but we need to be a bit careful about taking out these loans. We need to be a bit careful about it. So I want to also say, while I joined others thanking you for NGN 29 dividend, but it's not enough. When you look at the price of the shares in the market, work it out and see the percentage of NGN 29 to the price of the shares. You will know that we need to do more, work harder, sell more and make more money to pay dividend. My appeal to directors is that when you are taking consideration of dividend, look at the price in the capital market because this pricing is being made by the shareholders here who are buying out the shares. So when they buy the shares, they want to get good dividend, especially Dangote Cement or everything about Dangote. All of them want to have a shining white [indiscernible]. Yes. So Mr. Chairman, that is the page I want to attack. I want to talk Mr. -- his excellence [indiscernible] for honoring my birthday. Thank you very much. Even though I am a little senior, I'm 70, he's 66. So we all pray to god that we will grow older. So congratulations. Continue to remember people when you are taking your decision because there's people that are praying for you. I want to thank you for the opportunity that you have given to me. I plan to attend this meeting even when the company secretary was calling [indiscernible]. My clutches is still very all right that I attend this meeting.

Well, thank you very much. I think we have given sort of apologize for fixing the [indiscernible] time because we didn't really take into account the fasting period. Even myself, I'm not supposed to be around, I was outside the country, I had to come back for this special meeting. But I will take a few more questions but before taking a few questions, I would like to answer what Bisi Bakare said in terms of community, we have actually very good community relations with some of us. Obviously, you can not satisfy people 100%, but we are trying our best. Because if you look at it even now with a complaint around [indiscernible] would be popular to road, which was built about 40 years ago. If you go now, you see that we've already started doing the road, which is under the tax scheme. Already, the high-tech construction company have started and hopefully, by next year, we should be able to have a concrete road, which will last for over 50 years. So with the use of our own capacity, capacity as we have in some countries, we have exhausted the capacities, countries like Senegal, like Cameroon and [indiscernible], but in other countries, we have access, which we will use for exports and all the teasing problems that we have, they have actually -- most of them, they have actually been addressed, especially in Nigeria, have been having problems with gas. So sometimes, we have low gas pressure, but some of these issues we are sorting them out 1 by 1. On the issue of buyback, which [ Wosu ] raised, we will look into it with some professionals to advise us to the way forward so that it is going to be on the basis of cutting across everybody, will apply that if it's not we'll come back to you and explain to you what is our own understanding. So maybe let me take 2 more questions. So that we can. Yes. [indiscernible].

Yes. Mr. Chairman.

[indiscernible], I don't want to give you the mic now, you ask 20 questions. Yes, because -- No, we don't want to waste time today. Some of us who have fasting so we want to give people a rest.

Yes. Yes. Thank you, Mr. Chairman, [ Adio A. Alex ] is the name. Mr. Chairman, what we have come to consider here this morning speaks for itself. And if we look at the Page #2, the highlights -- the financial highlights, everything there is positive. And this had been the trend over the years. And on behalf of the whole shareholders, I see you have done well. If you look at our profit after tax, that is about NGN 382.3 billion from a revenue of NGN 1,618 billion, translating to NGN 20 dividend. Mr. Chairman, I look at Page 92, the donation 1.6, that is fantastic. If all companies are doing that, I think we'll still be more better off as a nation. But I go quickly to Page 33 which has to do with -- Page 33 which has to do with enterprise risk management. And I think this is a good 1 for identifying all this risk and you have the policy to mitigate against it. But I'm looking at a particular 1. This is good, this is fantastic because it gives us direction. I'm looking to #9 and I want those -- I want the company to look at the policy very well, make sure you police it and review it as appropriate. Because many times you see in the news, accident you cannot control, but when a particular name is becoming almost synonymous becomes another thing. But now that you are telling the whole world, they know that is of nobody's fault. So I want to wish you well and I say congratulations on your birthday. Thank you, long live.

Thank you very much Adio. I can't take everybody because we'll be here, I mean, I'll take maybe 2 more Dr. [ Farooq ].

Mr. Chairman, I just have 1 question. I, first of all, want to commend the registrars, Mr. Chairman, because this is 1 of the most organized AGMs I have seen. 12 people, and we came. The accreditation was very smooth, Mr. Chairman. I think we should clap them. Mr. Chairman, I've seen a video recently where you were talking about investments in African countries and some of the difficulties we have been having to export cement from Nigeria to neighboring countries. Mr. Chairman, I would like you to talk to us to see whether we have resolved the issues. And finally, Mr. Chairman, I know you have been very generous to shareholders. Mr. Chairman, Esta, can you stand up? Mr. Chairman, 1 of us, who has been coming to this AGM, Mr. Chairman, she has lost her memory and it was very painful when we learnt this morning that she could not even talk, but she still made it to your AGM. Mr. Chairman, I would like you to assist her. Thank you very much.

Thank you very much, Dr. [ Farooq ]. Definitely, I know Esta very well and we will assist her. Okay, you next. But I'll tell you, no more, please. I will call you to move a resolution, not questions.

My respected Chairman. Good morning, sir. My name is [indiscernible] justice of peace of real estate, MSC criminal justice from Chicago State University. My respected Chairman, I am so happy to always be with you. And we want to thank God at least your meeting is physical. I am seeing you again this year, happy 66th birthday. And my dear Chairman, our prayer for you, you live long so that Nigeria will enjoy your presence for a long time. At 66, 6 plus 6 is 12, 1 plus 2 is 3, and that 3 is only trinity, the father, the son and the holy spirit. That [indiscernible]. It's always very important. People there are [indiscernible] of 3. We are already blessed. What I want to ask sir, the last time I was having a personal project at [indiscernible]. I bought the cement through the -- [indiscernible] headboard, I got it for NGN 3,000 Now, sir, now it's about NGN 4,600, NGN 4.700 outside. That privilege you give me that time. Please talk to [indiscernible] because I know [indiscernible] in Ghana now. Talk to [indiscernible], I'm not asking to you to dash me. It's a personal project. After [indiscernible] for 35 years. I mean, [indiscernible] and I retired 4 years ago. It's my pension money I used to buy all these things. Assist me to get that cement [indiscernible] before. We are very close to you. I'm your brother. You see me here almost for several years. That several years you have seen me, you should be able to assist me. Know when I mention at the AGM [indiscernible] today. I'm fairly loyal to Dangote Cement because I know your brand. It's very good for me. So assist me. I'm still up in a project in [indiscernible]. Edward is [indiscernible] discussed with him [indiscernible]

No problem, they will assist you differently. I'm sure [indiscernible] is around she [indiscernible] to say. [indiscernible] is there. So [indiscernible], I hope you have heard him. So please do the needful. She is there. Okay. [indiscernible], 1 question only. If you go above that, I will note. Only 1 question or 1 comment.

Mr. President, [indiscernible] Board, regulators present, distinguished fellow shareholders. Good morning. My name is [indiscernible], Chairman of the Trusted Shareholders Association of Nigeria and [indiscernible]. Mr. President, you are president of Dangote group in your own rights. The tremendous responsibilities you shoulder for the group can well be compared to the presidents and heads of governments across the world. This is very, very commendable Mr. President. What Mr. President, I have noticed a great departure from your past. Mr. President, there is a great departure from your past. I cannot imagine a President of the whole country where an extremely rich conglomerate like yours to come into a hall and sell -- great to come and share -- to the [indiscernible] who are conserve to [indiscernible]. In the past, you have done that Mr. President. I'm sure the people who advise you, are misadvising you or perhaps they don't want you to hear something from us. I remember 13 years ago at the [indiscernible]...

Let me answer you. There is traffic which is not under my control. And when I came in because we normally start our AGM on time because there are other people joining us though -- or watching us. So it's not good for us to start late. And that's why intentionally I wait. But normally, either I comment and say hello to you or I will say hello to you after. So that's what I normally do. Yes, that is tradition because...

I remember 13 years ago, I was [indiscernible] to you that have been stealing hundreds and millions from your company at [indiscernible] and the [indiscernible], you called me at [indiscernible] was investigated. It was true. So Mr. Chairman there are some things that [indiscernible]

Can I ask your question? So it doesn't make any -- it is more dignifying for me to come and thank you, greet you outside the AGM. But if I come now, if I greet you, I can't come back again and greet you. So that's what's [indiscernible] so I'll finish with you.

Mr. President I have your question. I have so many questions, but I'll ask just one.

No, no, no.

Mr. Chairman, this people, you see, these shareholders here, [indiscernible] commission. It's about to be commissioned Mr. President Mr. President, when are you arranging for a visit for this people to the plant?

We'll let you know. We'll let you know. [indiscernible] No, that way you can call me later and ask me directly. [indiscernible], one question. I know you [indiscernible], 1 question. If you answer 10, I will only answer one. So there is no waste time.

So Chairman. First, let me say that for me as a person, I would not be asking a question in the manner that you want me to ask them. Because I know that we have the option of question and answer. But I'd rather go the route of answer to the question that I will ask. I'll give you the answer, and I leave you to take the question.

Okay.

Let me also use this opportunity to plead with very fellow shareholders, who usually will come to AGM and burn-up time. If you don't have any questions to ask, please don't stand up and begin to ask questions. Please. And the reason I'm saying this is that we are being watched globally. Don't let us take a standard below what is accepted internationally. [indiscernible] It doesn't make it better. Please, and I'm speaking to the head of a number of associations who ordinarily will be respected by you in [indiscernible]. Please let us take this game up. And that's why some companies don't respect us with due respect. Because if you have on broad value, they would not respect those. Mr. Chairman, having said that, I would plead with you that you will help this company in 3 major areas. and the reason I'm saying then is that we are not a local company any longer. we have factories at least 10 companies in Africa, and we also have an operation in [ Nepal ]. So we're not a local company. Don't let us localize our operations and attitude at AGM. So in that regard, Mr. Chairman, I will be hoping that you answer matters arising that we raised 4 years ago before COVID. Please begin to give us interim dividend. NGN 20 is good money. But if he paid NGN 5, NGN 15, it is not the same. So going forward, we want to hear from you that you'll pay us interim dividend. Mr. Chairman because you area a global company and we have a responsibility to help our economy to grow. Yes, we have auditors. But let's also begin to encourage opportunities for younger and not as exposed audit firm. I raised this 4, 5 years ago. Let's begin to have joint audits. Because a number of persons have left our country. These same big auditors have hired from the smaller audit firm. Let's all join and in growing our system. So we will be hoping for -- some of us know the challenge. But those challenges are not higher than the benefit that they bring. So let's have joint audits going forward. And Mr. Chairman, the issue of funding and reward system needs to be looked at second time. Our finance costs went up 2x in the year on their review, largely because of the question or the issue that [indiscernible] on due for. But if you look at our reward system, it may be necessary that we relook the buyback posture. Because if you think of this holding structure, we have 97% of our holding in 2 hands. I think that is the right time you begin to look at bonus because currently, we have NGN 42 billion in premium accounts, and we have NGN 960 billion in revenue reserve both put together, we have NGN 1 trillion. If we pay part of that in bonus and keep more money, it will have to depress what we spend in terms of finance costs, but for a better understanding of people who are taking Dangote Cement as an investment, not just of course who come in here, we want to see our thesis, it's maybe important that going forward, you also try and use this annual account to explain what our investment strategy is. Because we certainly will continue to borrow, but we must also make people know why we are borrowing and what the strategy will be going forward. And that then will relate to growth. Because if you look at these accounts, there is a need for us to get bigger market share in Tanzania, Sierra Leone, Senegal and Ghana. And given that the cement consumption in Africa in a number of places that we have is relatively low. It may also be necessary that we begin to work with governments in those countries, how to increase the cement consumption in those locality and by extension, our revenue will grow. That we -- again, going back to the issue of our strategy because in Pan Africa now, the volume that we did this year was lower. Let me thank you as to what I've seen in cost containment. But in cost containment, I'm not sure how this came about. First, I want to confirm that 2023 that we are in, we are going to spend about NGN 300 billion in buying petrol, diesel in all our plants. So what are we looking, as really in African countries where we have more so than Nigeria in taking advantage of solar. But Mr. Chairman, I also find in the year on their review, and I mentioned on the page, Page 139, sale of electricity dropped from 3.4 billion to 382 million. I'm not sure what will have happened because that is held have been a good money for us coming from other sources. And Mr. Chairman, let me close have allowed me to raise the issue that I raised -- it may be necessary for us to also amend our members. -- our member says 2% will form a quorum. And I think that given what you have done and given the number of companies that you have listed on your-end market, -- we shouldn't be talking about 2% forming a quorum. And I think the number should be better. But Mr. Chairman, I will not be fair to you if I don't appreciate the fact that you wanted us to clap for the lady when she made her presentation. And then you also call a lady first, but I can confirm that you are in compliance because if I look at these accounts, the number of ladies in senior management moved by 6%. And which means that looking at that figure now, more we may have gone. But I can assure you why some of us will buy [indiscernible] we also have opportunity on [indiscernible] But I'm not sure looking at these accounts, what Edwin was not on maternity leave in 2022 because Edwin attended only 2 out of 5 meetings. So I'm certain Edwin was on maternity leave. So you are welcome back from maternity leave. Thank you very much, Mr. Chairman.

Thank you very much. We had all the areas that you given your advice, we look into it and see what we can do. But 1 of the issues that you raised on sale of electricity, it went down because the country where we are selling electricity, the price did not really work for us because 1 of the things that we're doing was to use coal to generate power coal prices went through the roof because of demands from Europe mainly with this gas provision issues. On audit firm says, it has been a debate I don't want to go into another debate of us having -- we used to have 2 audit firms, but then we change. But right now, I think we will still continue with what we have and then when we on the period expect then we can look at whether I will have joint auditors or not. So I think -- in the absence of no further questions, we shall actually now proceed. We now move on to the -- we now move on to the second item on the agenda, which is the declaration, which is the declaration of a dividend -- the Board of Directors has actually recommended that a dividend payment of NGN 20 near per share, subject to withholding tax be declared in respect of the year ended 31st December 2022. Are made payable by tomorrow, 14th of April. Are there questions before the motion is put to the meeting.

Okay. So since there are no further questions, we shall proceed. Would the shareholder currently move that a dividend of NGN 20 per share subject to withholding tax, we declared or respective of the ended 31 December 2022.

My name is [ Kabir ], shareholder. I hereby move with a proposed dividend of NGN 20 per share to all we shareholders. Thank you.

Well, thank you very much. Somebody another shareholder, please rise as second the motion.

Chairman, I rise to second the motion. My name is Patrick [indiscernible].

Thank you, Patrick. Thank you very much. The -- I will now call on the registrar to conduct the voting of the process.

Thank you, Mr. Chairman. Esteemed shareholders, please let's be reminded that votes, the key parts with us we pressed the button A1 represents a yes votes while the button 2B represents a no votes. So the voting period shall last 20 seconds. the voting has now commenced. [Voting]

You have 10 seconds left of the voting period. 5 seconds left. 2 seconds. The voting has now ended. Thank you, and we ask that your main patience while we collate and display the votes. We have 542 shareholders holding 15, 206, 307,806 units representing 100% who have voted have in favor of the resolution. A shareholder voted against the resolution. I'm not sure if this is correct. Thank you.

But I'm sure that must be a mistake.

Exactly.

I can't see any shareholder voting against dividend. Following the results of the voting as announced by the registrar I hereby declare that the resolution to declare a dividend of NGN 20 per share in respect of the period ended 31st December 2022 has been passed. So I think we should clap since we are receiving our money tomorrow. The next item is the election and reelection of directors. Before proceeding further, I would like to mention that the registrar of Directors attendance at the Board meetings during the period under review is available for inspection in accordance with Section 284 subsection 2 of the Companies and Allied Matters Act. Okay. This meeting, Ms. Olakunle Alake, Mr. Emmanuel Ikazoboh, Ms. Ernest Ebi MFR, Mr. Douraid Zaghouani and Ms. Berlina Moroole are retiring from the Board in compliance with Section 285 of the Companies and Allied Matters Act and being eligible, have offered themselves for reelection. Special notice is hereby given [indiscernible] Section 282 of the Companies Allied Matters Act that Emmanuel Ikazoboh, and Ernest Ebi MFR, over 70 years of age and have indicated their willingness to continue as directors of your company. In addition, during the year, Mr. Arvind Pathak was appointed as the Group Managing Director following Mr. Michel Pucherco's retirement. We want to use this opportunity to thank Mr. Pucherco's once again for his contributions to the Board and wish him well in his future endeavors. In compliance with the Companies and Allied Matters Act, Arvind Pathak's appointment is to be approved at this meeting. Are there any questions before the motions are put to the meeting? No. Okay. Thank you. Since there are no further questions, we shall proceed now. Reelection of Mr. Olakunle Alake who we know very well is standing for recognition. I hereby move that Mr. Olakunle Alake be and is here by elected as Director of the company. Will some -- Will another shareholder, please rise and second the motion. Go ahead.

My name is Prince [indiscernible], I rise to move the motion.

Thank you, [indiscernible]. The Chairman now calls on research conduct voting process.

Thank you, Mr. Chairman. So the voting period has commenced and would last for 20 seconds please proceed to press your voting devices. [Voting]

10 Seconds left. 5 seconds. 2 seconds. The voting has now ended please remain calm while we display the votes. We have 536 shareholders holding 15,152,354,201 units and representing 99.65% who have voted in favor of the resolution. 10 shareholders holding 53,969,752 units, representing 0.35% voted against the resolution. Thank you.

Thank you very much. Following the results of the voting as announced by the registrar here, I hereby declare that the resolution to reelect Mr. Olakunle Alake as a Director of the company has been passed. Congratulations, Mr. Alake [indiscernible] Okay. The reelection of Mr. Emmanuel Ikazoboh, I hereby move that Mr. Emmanuel Ikazoboh will be and is here by reelected as a Director of the company. Will someone please.

Mr. Chairman, I move that as you have directed my former Chairman [indiscernible] to be reelected as Director of the [indiscernible].

Thank you very much. I now put the motion to a vote. You have 20 seconds to vote, please.

Thank you, Mr. Chairman. Please, with the permission of Mr. Chairman, please, I would like to explain the voting process again. I got the feedback that some people did not get that explanation, probably because we made that explanation long before we started the voting. Thank you. So please, our esteemed shareholders kindly take a look at your respective voting parts. The button 1A is for a yes vote and 2B is for a no votes. Once I announced that the voting has commenced, please press the reference button in accordance with your decision. Please note that yes votes -- please note that you can change your votes during the voting period. But once the voting period has ended, the last button you pressed will be recorded as your votes. Thank you. So we shall proceed with this with -- the voting period shall last 20 seconds. The voting has now commenced. [Voting]

Five seconds. Two seconds. The voting has now ended. We ask that you remain patient while we collate and display the votes. 543 shareholders holding 15,192,918,642 units representing 99.91% voted in favor of the resolution. 3 shareholders holding 13,405,311 units are representing 0.09% voted against the resolution. Thank you.

Thank you very much. Following the results of the voting as announced by the registrar, I hereby declare that the resolution to reelect Mr. Emmanuel Ikazoboh as a Director of the company has actually been passed. Mr. Emmanuel, congratulations. Reelection of Mr. Ernest Ebi MFR. I hereby move that Mr. Ernest Ebi MFR be and is here by reelected as a Director of the company. Will another shareholder, please. Okay. I'll come next one.

Thank you, Mr. Chairman. My name is Pastor [indiscernible]. I second that motion.

Thank you very much, Pastor. I now call on the registrar to conduct the voting, please.

Thank you, Mr. Chairman. The voting has now commenced. You have 20 seconds to vote. [Voting]

10 seconds left. 5 seconds. 2 seconds. The voting has now ended. Please remain patient while we collate and display the votes. We have 544 shareholders holding 15,193,606,142 units are representing 99.92% who have voted in favor of the resolution. 2 shareholders holding 12,717,811 units are representing 0.08% voted against the resolution. Thank you.

Thank you very much. I hereby move that Mr. Ernest Ebi MFR be and is hereby reelected as a Director of the company. I think we have done Ernest, right? Yes, okay. So now I will move on to the reelection of Mr. Douraid Zaghouani, who unfortunately couldn't make it. I hereby move that to Mr. Douraid Zaghouani be and is hereby reelected as a Director of the company. Will another shareholder, please.

Thank you, Mr. Chairman. My name is [indiscernible], I rise to second the motion.

Thank you, [indiscernible]. I now call on the registrar to conduct the voting process, please. Okay, maybe the next -- can you conduct the voting?

Thank you, Mr. Chairman. The voting has now commenced. You have 20 seconds to vote, please. [Voting]

10 seconds left. 5 seconds. 2 seconds. The voting has now ended. Please remain patient while we collate on display votes. We have 536 shareholders holding 15,152,354,201 units and representing 99.65% who have voted in favor of the resolution. 10 shareholders holding 53,969,752 units, representing 0.35% have voted against the resolution. Thank you.

Thank you very much. Following the results of voting as announced by the registrar, I hereby declare that the resolution to reelect Mr. Douraid Zaghouani as the Director of the company has been passed. Congratulations. The reelection of Ms. Berlina Moroole. I hereby move that Ms. Berlina Moroole be and is hereby reelected as Director of the company. Would another shareholder please second the motion. Okay. The lady down there. Yes.

Thank you Mr. Chairman for recognizing me. [indiscernible]

Thank you very much, [indiscernible]. I'll now call on the register to please conduct the voting.

Thank you, Mr. Chairman. The voting has now commenced. Please press your voting devices. [Voting]

10 seconds left of the voting period. 5 seconds left. 2 seconds. The voting has now ended. Please remain patient while we collate and display the votes. We have 543 shareholders holding 15,184,771,439 units, and representing 99.86% who have voted in favor of the resolution. 3 shareholders holding 21,552,514 units and representing 0.14% voted against the resolution. Thank you.

Thank you very much. Well, following the results that -- the results of the voting as announced by the registrar, I hereby declare that the resolution to reelect Berlina Moroole as a Director of the company has actually been passed. Congratulations, Berlina. The appointment of Mr. Arvind Pathak. I hereby move that Mr. Arvind Pathak be and is hereby appointed as a Director of the company. Could another shareholder, please second the motion? Maybe let me go to the gentleman. there. Yes. Yes, you.

Thank you. My name is [indiscernible] I second the motion.

Thank you very much. And I call on the registrar to please conduct the voting process.

Thank you, Mr. Chairman. The voting has now commenced, please. [Voting]

We have 10 seconds left 5 seconds left, 2 seconds. The voting has now ended. Please remain patient while collate and display the votes. We have a total of 546 shareholders holding 15,206,323,953 units and representing 100% who have voted in favor of the resolution. No shareholder abstained or voted against the resolution. Thank you.

Thank you very much. I -- following the results of the voting as announced by the register, I hereby declare that the resolution to appoint Mr. Arvind Pathak as a Director of the company has been passed. Congratulations, Arvind. Thank you. Dear shareholders, I hereby present Ms. Olakunle Alake, Emmanuel Ikazoboh, Ms. Ernest Ebi, Douraid Zaghouani, Ms. Berlina Moroole and Mr. Arvind Pathak as your newly reelected and elected directors. I call on Mr. Emmanuel Ikazoboh to please say a few words of appreciation to our distinguished shareholders.

Thank you, Mr. Chairman, for this opportunity. On behalf of my colleagues and I, I want to thank you all for electing and reelecting us to the Board of your company. We pledge our total support and service to the company for the interest of all shareholders, stakeholders and our great company. Thank you very much indeed.

Thank you very much. Mr. Emmanuel Ikazoboh for -- so I think we will now go to the next item on the agenda is the remuneration of the auditors. Section 4F sub Section 1 of the Companies and Allied Matters Act 2020 requires that the remuneration should be fixed by the company in general meeting or in such a manner as the company in general meeting may determine. Are there any questions before the motion is put to the meeting? Thank you. Since there are no further questions, we shall proceed now. Will a shareholder, please kindly move that the directors be and hereby authorized to fix the remuneration and expenses of the auditors in respect of the year ended 31st December 2023? Okay. Yes.

Thank you, sir. My name is [indiscernible]. I hereby second the motion.

Thank you very much for seconding the motion. I now call on the register to please conduct the voting process.

Thank you, Mr. Chairman. This -- we have to vote now, please. [Voting]

You have 20 seconds left. 10 seconds left of the voting period. 5 seconds left. 2 seconds. The voting has now ended. We ask that you remain patient while we display the votes. We have a total of 546 shareholders holding 15,206,323,953 units and representing 100% who have voted in favor of the resolution. No shareholder abstained or voted against the resolution. Thank you.

Thank you very much, registrar. Following the results of the voting as announced by the register, I hereby declare that the resolution to authorize the directors to fix the remuneration and expenses of the auditors in respect of the year ending 31st December 2023, has been passed. We now go to the next item on the agenda is the disclosure of the remuneration of managers, Section 257 of the Companies and Allied Matters Act provides that the compensation of managers shall be disclosed to members of the Annual General Meeting. Accordingly, I hereby disclose and invite members to note that this item has been provided for on pages 138 to 139 of the annual reports and accounts. Thank you. The next item -- Okay -- the next item on the agenda is the election of shareholders' representatives of the Statutory Audit Committee, Section 404 subsection 3 of the Companies and Allied Matters Act 2020 provides that a maximum of 5 members of the Statutory Audit Committee consisting of 2 directors and 3 directors, representatives of the shareholders be elected at an Annual General Meeting. The Act provides that in the case of election of the shareholder's representatives, nomination should be received not later than 21 days before the date of the meeting. The Board of Directors have nominated the following directors for election as members of the Statutory Audit Committee. Mr. Ernest Ebi MFR. Ms. Olakunle Alake. Since the Board has made valid nomination as required by the Companies and Allied Matters Act 2020, there is no need to vote on them. I hereby declare that the 2 directors -- are hereby appointed as members of the Statutory Audit Committee of Dangote Cement Plc. Ladies and gentlemen, there are 3 more seats on the Statutory Audit Committee to be filled in accordance with Section 404 of the Companies and Allied Matters Act 2020. As of 23rd of March 2023, 121 nominations were received by the company statutory from the shareholders for election as members of the Statutory Audit Committee. Of this 104 candidates have withdrawn their nominations while 14 are invalid. The remaining nominations, therefore, are Mr. Robert Ade-Odiachi, Mr. Sheriff Yussuf, Mr. Nicholas Nyamali. Are there questions before the motion is put to the meeting? All right. Thank you. Since there are no questions, I will move on now. Since there are only 3 valid nominations as required law, would a shareholder kindly move that Mr. Robert Ade-Odiachi, Mr. Sheriff Yussuf and Mr. Nicholas Nyamali be and are hereby elected as members of the Statutory Audit Committee to serve until the conclusion of the next AGM. Okay. You get [indiscernible].

Thank you, Mr. Chairman. My name is [indiscernible]. I so move, sir.

Thank you. Thank you very much. Would all those in favor of this motion, please signify by raising your hands. I didn't see a hand. All right. So thank you very much. Would anyone objecting to the more please signify by raising his right hand? Okay, they are stuck in traffic thank you. As. There are no objective motions, I hereby declare that Mr. Robert Ade-Odiachi, Mr. Sheriff Yussuf Modiolar and Mr. Nicholas Nyamali be and are hereby elected as members of the Statutory Audit Committee until the conclusion of the next year. Dear shareholders, I hereby present to you the members of the Statutory Audit Committee who will serve until the conclusion of the next AGM. They are Mr. Ernest Ebi MFR, Mr. Olakunle Alake, Mr. Robert Ade-Odiachi, Mr. Sheriff Yussuf and Mr. Nicholas Nyamali. Please join me in congratulating members of the Statutory Audit Committee, while wishing them the best in the service of the company. Yes. Sorry. The next item on the agenda is an ordinary resolution for the approval of the remuneration of directors. The directors are proposing the sum of NGN 5 million per annum for the Chairman of NGN 4 million per annum for each nonexecutive director. These are the same amounts as paid in the preceeding year. Are there questions before the motion is put to the meeting? Okay. Since there are no further questions, we shall proceed. Will the shareholder currently move that the enumeration of the Chairman for NGN 5 million and the remuneration of the non-executive directors of NGN 4 million each of the nonexecutive directors for the ended the 31 March '23. Bisi.

Thank you, Mr. Chairman. My name is Mrs. Adebisi Bakare. I so move, sir.

Thank you, Ms. Bakare. The registrar, can you please conduct the voting on it?

Thank you, Mr. Chairman. The voting has now commenced. [Voting]

I think we're waiting for connection. I think you have -- okay. Yes. Okay.

We have 536 shareholders holding 15,152,354,201 units and representing 99.65% who have voted in favor of the resolution, 8 shareholders holding 41,251,941 units are representing 0.27% voted against the resolution. 2 shareholders holding 12,717,811 units are representing 0.08% has abstained from the resolution. Thank you.

Thank you very much. Following the results of the voting as announced by the registrar, I hereby declare that the ordinary resolution to approve the remuneration of the Chairman for NGN 5 million and non-executive directors, NGN 4 million each for the year ended 31 December 2023 has actually been passed. Thank you very much. Before I go on to closing, I would like to say to Dr. [ Farooq ]. Please, Dr. [ Farooq ] can you connect with the CEO of Dangote Foundation that will look after Esta, and we will give her the best medical attention. Actually, I think she watches from somewhere and she sent a text to me, please we wish should help her. So we will help her. Ladies and gentlemen, we have come to the end of the agenda. On behalf of the Board, I thank you for your attendance at this meeting and wish to express our appreciation for your continued interest and support of our company over the years. [indiscernible] you want to say something? Okay, please. Quickly. Can you give him a microphone quickly.

Hello. Hello. I told you that I have been asked to deliver a message on behalf of all the minority shareholders. This time around, my voice may not be as loudly as it used to be, but however, they will follow. [Presentation]

Thank you very much. I know you will recall that 3 years ago, my voice was louder than this when I did it. When I see Dangote...

Thank you very much, [indiscernible] shareholders. I deeply appreciate this [indiscernible] best wishes from you. And I thank you very much, and I hope to see most of you tomorrow at our next meeting. I think I would like to call on [indiscernible] to give us a closing prayer, of which then after the prayers, you may take your leave after the national anthem.

[Presentation] Thank you very much, Mr. Chairman.

Thank you. National anthem, please.