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Meeting the challenges of the timesUAC of Nigeria Plc

UAC of Nigeria Plc RC 341

UACN SHAREHOLDERS FORUM

JANUARY 26, 2005

Meeting the challenges of the timesUAC of Nigeria Plc

UAC of Nigeria Plc RC 341

Who is the Foreign Shareholder?

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- A Leading Emerging Markets Private Equity Firm

55 years experience investing in emerging markets companies as Actis or CDC and before that as the Commonwealth Development Corporation

Management buyout from CDC Group plc in 2004: 60% owned by management, 40% UK Government

96 professionals in 19 offices in Asia, Africa and Latin America

26 partners with 6 years average experience at Actis

Over US$2bn funds under management

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is the Leading Private Equity Investor in Africa

Over 55 years of investment experience

23 investment professionals in eight offices

Average team private equity experience of seven years

Track record of successful investment (US$75-100m per year)

Cairo

NairobiLagos

Jo’burg

Abidjan

Casablanca

Dar es SalaamLusaka

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Sector Focus

Telecoms Mining, oil & gas Financial institutions Manufacturing Food retail Property Privatisations / infrastructure

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How does

Identifies Management when needed

Attracts Further Capital

El Rashidi El Mizan, Egypt

Flamingo Holdings, Kenya

Strengthens Corporate

Governance

Protea, South Africa

Celtel, pan Africa

Uses Network to assist Expansion

DFCU, Uganda

Medscheme, South Africa

Platmin, South Africa

TRAC, South Africa

add Value

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Recent African success stories

REALISED

REALISED

Company

Year Invested

Country

Business

Deal size

2003

Kenya

Integrated flower and vegetable

business

US$17m

2002

Egypt

El Rashidi, a sesame

seed food producer

(MBO)

US$9m

2001

Zimbabwe

Manufacturer and retailer of glass

US$2m

2000

Mozambique

Aluminium smelter

US$53m

Company

Year Invested

Country

Business

Deal size

1999

Ghana

Commercial bank

US$4m

1999

South Africa and

involved in 11 other

countries

Hotel management

company

US$8m

1998

13 Countries

Sub-Saharan Cellular network service

US$62m

1998

South Africa/ Mozambique

N4 Toll Road linking Maputo to Pretoria

US$24m

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in Nigeria

West Africa Region run from Nigeria

Office re-established in 2000 in response to return to democracy

Focused initially on understanding the market and identifying possible opportunities

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in Nigeria – recent investments

Recent Investments in the Past 12 months are:

The Palms Shopping Centre – Nigeria’s first international standard retail centre – US$40million commitment

Starcomms – Actis capital will provide US$20million plus to help fund growth

*UAC of Nigeria Plc – Actis Capital proposes up to US$25million to help fund growth *** (Proposed)

Meeting the challenges of the timesUAC of Nigeria Plc

UAC of Nigeria Plc RC 341

How will Actis Investment Add Value to UACN?

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in UACN

Actis as an international company will help to reinforce the company’s reputation for good corporate governance and business principles.

Actis will give us access to their network – allowing UACN to forge necessary and relevant technical alliances for our various businesses (access to technology, systems and world class processes).

Additional Actis capital will allow us to actualise our growth potentials, confer critical mass, provide influence and leverage to define competitive agenda in key markets.

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in UACN Ungear our business through substantial reduction in

our borrowing thus freeing up earnings for distribution to shareholders and retention to finance further growth.

Actis Board representation will help in:

i. Setting out and supporting the implementation of appropriate business strategies

ii. Providing international and industry best practice insights to board debates

iii. Managing the risks facing the business

Meeting the challenges of the timesUAC of Nigeria Plc

UAC of Nigeria Plc RC 341

Why Did We Not Disclose Information on the Proposed Investment Earlier?

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Disclosure

At the time of Rights Offer via Rights Circular dated 2nd September 2004, we had discussions but no deal.

Disclosure of an unfinalised discussion had significant reputation risk for the company if a deal did not materialise.

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Disclosure Rights Offer of 1 (one) new ordinary share for every

4 (four) existing ordinary shares held still left a wide gap in our capital requirement of N5billion to implement our 2004 – 2006 plans. The additional capital requirement was stated in the Chairman’s letter of 2nd September, 2004 contained in the Rights Circular.

At that time the conservative nature of the Offer was viewed by the Board as both realistic and appropriate given the high clutter in the IPO/Capital Market in the last six months.

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Disclosure

Clearly there was a need to mitigate the risk of high under subscription and possible outright offer cancellation given the circumstances.

Confirmation of Actis firm offer was received during the offer with payment made to issuing house - FCMB CAPITAL MARKETS.

Meeting the challenges of the timesUAC of Nigeria Plc

UAC of Nigeria Plc RC 341

What will UACN Do With Additional Funds?

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Use of Additional Funds

As indicated earlier our estimated funding requirement for effective execution of our plans 2004 – 2006 is N5billion

Estimated net proceeds from Right Offer is N2.7billion, to be used 60% for expansion and 40% for debt reduction.

We are still short by N2.3billion of our funding requirement.

If the proposed investment is approved, we will realise N1.7bn, still leaving a shortfall of N0.6bn, which will be generated internally from operations.

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Use of Additional Funds Management intends to use the additional proceeds of

N1.7bn as follows: Further reduction of borrowing N0.8bn Further development of Innscor Franchised Brands

N0.3bn Capacity improvements in existing businesses N0.3bn IT and upgrade of financial systems and controls

N0.3bn

We are confident that significant opportunities exist for us to enjoy first mover advantage in our food offerings in key cities where we are not currently present and in some, where critical mass will ensure scale and scope of economies.

Meeting the challenges of the timesUAC of Nigeria Plc

UAC of Nigeria Plc RC 341

Going Forward

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The Future UACN is a GOOD company but it can become a

GREAT one.

For the reasons stated earlier, we need this additional investment.

In the 80’s and early 90’s UACN was the most capitalised stock. Today, it is not even in the top ten. Our near-term strategy is to get there.

UACN needs to secure a strategic partner/investor which can engage its international network and people to add value to the business and assist in development of its management team.

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The Future

The Board and Management are driving to deliver improved shareholder returns through a combination of dividends and share price growth.

Actis investment represents a laudable foreign direct investment in Nigeria. A clear vote of confidence in our business and its future.

The investment is a financing window which will be instrumental in creating value for our stakeholders (customers, shareholders, employees etc.)

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The Future

We ask you to share our confidence, optimism and passion for the business as we drive to achieve our goals and deliver value.

Let’s place UACN on a sound strategic and financial pedestal as it enters a new stage of its development.

Let’s take UACN to the Next Level: A Great Company.

Meeting the challenges of the timesUAC of Nigeria Plc

UAC of Nigeria Plc RC 341

THANK YOU!!!