Group. Company 30 Sept Dec ,788,256 1,852, , , ,169, ,136,904 1,272, , ,700 2,713,438 -

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1 UNIC DIVERSIFIED HOLDINGS PLC CONSOLIDATED STATEMENT OFFINANCIAL POSITION AS AT 30 SEPTEMBER Company 30 Sept 31 Dec 30 Sept 31 Dec Assets Notes Non current assets Property, plant and equipment 1 1,788,256 1,852,301 Investment properties 2 639, ,725 Investments in subsidiaries 3 Investment in Associates Other financial assets 4 1,272,865 1,136,904 Statutory deposits 5 219, ,700 Intangible assets Deferred tax assets 6 non current assets 6,633,984 6,562,068 Current assets Inventory 7 3,341 3,182 Trade receivables 8 109, ,586 Other receivables and prepayments 9 346, ,474 Cash and cash equivalents 10 47,233 45,939 Current assets 506, ,181 assets 7,140,669 7,013,249 2,169,453 2,169,303 Non current liabilities Interest bearing borrowings , ,010 Retirement benefit obligations 12 13,805 Other payables 13(i) 2,248,353 2,090,177 Deferred tax liabilities , ,416 non current liabilities 2,848,097 2,600,229 Current liabilities Trade payables , ,085 Other payables 13 (ii) 920, ,036 Interest bearing borrowings 11 2,323 Current Income tax payable , ,736 current liabilities 1,480,312 1,316,239 liabilities 4,328,409 3,916,468 Net assets 2,812,261 3,096,781 Equity Issued share capital 17 Share premium Asset revaluation reserve Other reserves 515, ,022 Availableforsale reserve 8,185 8,765 Retained earnings/accumulated losses (284,215) equity 2,812,261 3,096,781 Babatunde Ige Director FRC//ICAN/ Friday Orjieh Managing Director/CEO FRC/2013/CIIN/

2 UNIC DIVERSIFIED HOLDINGS PLC CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME FOR 9 MONTHS PERIOD ENDING 30 SEPTEMBER CONTINUING OPERATIONS Notes Company Revenue 18 Cost of sales 19 (13,923) Gross profit Other operating income 20 97,161 40,268 Operating expenses 21 (411,674) Operating profit Investment income Finance costs (274,245) (40,812) Profit/(loss) before tax Income tax expense Loss for the year from continuing operations: Attributable to Owners of the Company: 16.1 (287,500) (1,547) (289,047) OTHER COMPREHENSIVE INCOME Items that may be reclassified subsequently to profit or loss: Other comprehensive income for the year, net of income tax other comprehensive income for the year: Attributable to Owners of the Company: 24 (580) (289,627) Earnings/(loss) per share From continuing operations 25 (11) Basic (Kobo per share) 25 (11) CONSOLIDATED AND SEPERATE STATEMENTS OF CHANGES IN EQUITY FOR 9 MONTHS PERIOD ENDED 30 SEPTEMBER GROUP Issued share capital Share premium Asset revaluation reserve Other reserves Retained earnings/acc Availableforumulated sale reservelosses For 9 months period ended 30 September At 1 January 515,022 8,765 3,096,781 Loss for the year (289,047) (289,047) Other comprehensive income/(losses) (580) (580) Transfer between reserves 274 (274) 515,296 8,185 (289,321) 2,807,154 For year ended 31 December At 1 January Loss for the year Other comprehensive income/(losses) Acquisition of subsidiaries 515,022 8,765 3,096, ,022 8,765 3,096,781 COMPANY For 9 months period ended 30 September At 1 January Loss for the year Other comprehensive income/(losses) Transfer between reserves For year ended 31 December At 1 January Loss for the year Other comprehensive income/(losses) Acquisition of subsidiaries

3 CONSOLIDATED AND SEPARATE STATEMENTS OF CASH FLOWS FOR 9 MONTHS ENDED 30 SEPTEMBER Cash flows from operating activities Profit before tax Adjustments: Finance costs charged Depreciation of property, plant and equipments Amortization of intangible assets Impairments Loss on disposal of property, plant and equipments Profit on disposal of property, plant and equipments Changes in working capital Decrease/(increase) in Inventory Decrease/(increase) in trade receivables Decrease/(increase) in other receivables and prepayments Increase/(decrease) in trade payables Increase/(decrease) in other payables (287,500) 40,812 67,285 (179,403) (159) 21,458 (176,594) 18, , (4,671) 150 Income tax paid Net cash (used in) operating activities (4,671) 150 Cash flows from investing activities Acquistion of subsidiaries Purchase of property, plant and equipment (2,521) Proceeds on disposal of property, plant and equipment Proceeds on sale of quoted and unquoted equity securities 6,332 Proceeds on sale of investment properties Interest received 33,140 Dividend received 2,340 Net cash provided by investing activities 39,291 Cash flows from financing activities Finance costs paid Repayment on finance lease arrangements Proceeds of borrowings Repayments of borrowings Net cash (used by)/ from investing activities (13,868) (10,400) (24,267) Net (decrease)/ increase in cash and cash equivalents 10, Cash and cash equivalents at begining of the year Foreign exchange difference in cash and cash equivalents Cash and cash equivalents/(net overdrafts) at end of the year 44,910 Represented by: Cash and bank balance 42,870 35,032 Short term investments 4,363 10,907 Bank overdraft (2,323) () 44,

4 NOTES TO STATEMENT OF AFFAIRS Unic Diversified Holdings Plc is a new company that was incorporated in September 11, 2015 by the shareholder of the former Unic Insurance Plc (now Unic Insurance Ltd after being delisted) through restructuring of Unic Insurance. The restructuring arrangement involves the shareholders of the former Unic Insurance Ltd becoming the shareholders of Unic Diversified Holdings Plc which will hold minority interest in Unic Insurance Ltd by divesting the majority interest in Unic Insurance Ltd to a third party investor. Unic Diversified Holdings Plc is presently holding the whole of Unic Insurance Limited starting from 31 Dec. All necessary approvals in satisfaction of all necessary statutes have been applied for and received. Presently, all arrangements to transfer agreed assets and liabilities from Unic Insurance Ltd to this company are in progress and will be concluded soon. The principal activities of the company are to carry on finance holding company and to invest and hold shares in blue chip companies but the company is not in full operations yet till when all arrangements are concluded. 1 Property, plant and equipment Building/ leasehold improvements Motor vehicle Computer equipments Office furniture & fittings Capital workinprogress Cost/Valuation At 1 January 1,875, , ,719 33,649 2,300 2,461,383 Additions 22,192 18,817 5,283 46,292 Revaluations 134, ,682 Disposals (24,582) (24,582) 2,009, , ,536 38,932 2,300 2,617,774 Additions 2, ,521 Revaluations Disposals 2,009, , ,820 39,170 2,300 2,620,295 Accumulated depreciation At 1 January 188, , ,661 29, ,311 Charge for the year 46,630 6,085 23,563 2,464 78,744 Disposals (24,582) (24,582) 235, , ,224 32, ,473 Charge for the year 30,150 6,118 26,786 4,231 67,285 Disposals 265, , ,010 36, ,758 Net book value 1,744,219 14,534 23,809 2,675 2,300 1,787,537 1,774,369 20,652 48,312 6,669 2,300 1,852,301 No impairment loss was recognised during the year on the capital work in progress and it has been included in the financial statement as such 2 Investment Properties 30 Sept 31 Dec 30 Sept 31 Dec 2, Broad /1, Alagbade Street 189, ,000 Plot G9/G10 VGC Shopping Complex 110, ,000 Plot M2, Road 22A VGC (Under developed) 340, ,725 investment properties 639, ,725 3 Investment in Subsidiaries Unic Insurance Limited (Note 3.1) Critical Rescue International (CRI) (Note 3.2) 5,000 5,000 VGC Recreational Investment Trust Limited (Note 3.3) 10,000 10,000 Allowance for impairment on subsidairies (15,000) (15,000) At the end of the year 3.1 Unic Insurance Limited Unic Insurance Limited commence operation on 1 October It was incorporated as a private liability company on 2 April 1965 and became a public liability company on 27 February 1990 and later delisted back to a limited liability company on 10 April. The principal activity was initially a composite insurance company but later limited to Life and Health Insurance business as well as Financial Services since 2007 consolidation exercise in the insurance industry. 3.2 Critical Rescue International Critical Rescue International (CRI) was incorporated in Nigeria on October as a wholly owned subsidiary. Its principal activities include the provision of medical emergency rescue assistance and other medical related services. The amount of investment is N5million. 3.3 VGC Recreational Investment Trust Limited VGC Recreational Investment Trust Limited, a wholly owned subsidiary, was incorporated in Nigeria on 3 February 2005 as a private limited liability company and commenced business in October The principal activity of the company is the management of recreational clubs and the provision of recreational facilities. The amount of investment is N10million.

5 4 Other financial assets The 's financial assets are summarised by categories as follows: Equity securities availableforsale (Note 4.1) 261, ,887 Loans and receivables (Note 4.2) 1,010, ,240 financial assets 1,272,865 1,181,127 current 304, ,169 noncurrent 968, ,958 1,273,167 1,181, Availableforsale financial assets Quoted equity securities at fair value 13,322 15,296 Unquoted securities at cost (Note 4.1.1) 465, ,006 Allowance for impairment of availableforsale financial assets (217,165) (217,415) availableforsale financial assets 261, ,887 Movement on allowance for impairment on availableforsale financial assets At the begining of the year 217,415 Written off during the year () 217, , ,415 Analysis of Unquoted Shares Retail Distribution Development 161, ,545 Travent Equity Fund 82,542 82,542 Vector Finance 58, 58, Others 163, , , ,006 Others includes unquoted equities in Aiico Pensions Ltd, Sterling Assurance Ltd and several others Unquoted securities are carried at cost because there fair value cannot be measured reliably. The unquoted securities are majorly equities which are not traded or quoted on any stock exchange. The company has no intention to dispose the securities in the foreseeable future. 4.2 Loans and receivables Loans to insurance policy holders Loans to related parties 1,018, ,119 Staff loans and advances 17,247 12,997 Allowance for impairment of loans and receivables (Note 4.3) loans and receivables at amortized cost () 1,011,254 (24,876) 917,240 Analysis of allowance for impairments on loans and receivables Loans to insurance policy holders Loans to related parties 11,878 11,878 Staff loans and advances to exit staff allowance for impairment of loans and receivables 12,980 12, Movement on allowance for impairment on loans and receivables of the yearat the begining Write back / (written off) during the year Impairment reversal during the year (Note 33) 5 Statutory deposits This represents theamount deposited with Central Bank of Nigeria (CBN) for the insurance business in accordance with section 9(1) and section 10(3) of Insurance Act This is restricted cash as management does not have access to the balances in its day to day activities. 6 Intangible assets Computer software Cost: At 1 January Additions for the year Additions for the year Goodwil software 2,930,689 2,930,689 Accumulated amortisation and impairment: At 1 January 217, ,032 Amortisation for the year Amortisation for the year Carrying amount: 0 2,713, ,713,439 The purchases its computer softwares from reputable international software vendor. Computer software amortisation profile is in line with the s policy on intangible assets. As at 30 September, management has determined that no impairment is required in respect of this asset (: Nil).

6 Goodwill This represnts goodwill on consolidation. It is as follows: 7 Inventory Drugs and consumables stock Food and beverages 2,648 2,613 inventories 3,217 3,182 8 Trade receivables Insurance receivables 57,413 57,413 Recreational service, health and other trade receivables 138, ,550 Allowance for impairment of trade receivables (Note 3.1) (87,334) (56,377) trade receivables 109, ,586 Trade receivables are noninterest bearing and are generally on terms of 30 and 90 days. Other trade receivables are recreational and medical receivables. 9 Other receivables and prepayments Statutory recoverable (WHT) 163, ,527 Prepayments 30,946 4,336 Receivable on disposal of equities 65,000 Other receivables (Note 9.1) 139,056 66,925 Allowance for Impairment of other receivables (Note 9.2) (51,509) (45,929) 346, ,859 The carrying amounts disclosed above reasonable approximate the fair value at the reporting date. All other receivable amounts are collectible within one year and the prepayment utilisable within one year. 9.1 Included in other receivables is an amount of million receivable from Financial derivatives Limited (: 39.3 million) and an amount of 44.9 million (: million) receivables on recreational and other services. 10 Cash and cash equivalents Cashinhand Balances held with local banks 40,212 30,845 Balances held in domicilliary accounts 8,106 3,642 Shortterm placements 4,363 10,907 53,176 45, Interest bearing borrowings Bank overdrafts (Note 11.1) 344, ,010 Bank loans (Note 11.2) 2, , ,392 Non current Current 344,523 2, , , ,392 Reconcilliation of Borrowings Loans Bank Overdrafts At begining of the year 256, ,392 Withdrawals /additions during the year (3,470) 53,109 49,639 Interest charged during the year 1,341 42,342 43,682 Principal repayments during the year (6,930) (6,938) (13,868) At end of the year 2, , ,846 At begining of the year 175,896 81, ,698 Withdrawals /additions during the year 148, ,154 Interest charged during the year 46,823 33,400 80,223 Principal repayments during the year (211,337) (7,346) (218,683) At end of the year 256, , Bank overdrafts These represent the outstanding balance on bank account which overdraft facilities were agreed on during the year. They are secured against certain financial assets of the and also by way of legal mortgage on some of the s properties as at 30 September. They were taking to augment working capital for the Company. They are at interest rates ranging between 20% to 24% per annum. The carrying value of bank overdraft at year end reasonably approximates its fair value.

7 11.2 Bank loans These represent the outstanding balances on loans taken from banks to fund additional investments and operation by the. The loans are renewable mediumterm tenored at interest rates ranging between 20% and 25% per annum. They are secured against certain financial assets of the and also by way of legal mortgage on some of the s properties as at 30 September. Access Bank Sterling Bank Tenure Months 12 6 Security Interest rates % VGC 20 undevelopedvgc developed 24 68, , ,896 Company 12 Retirement benefit obligations Defined benefit staff gratuity scheme (Note 12.1) 30Sep17 13,805 13,805 31Dec16 30Sep17 31Dec Defined benefit staff gratutity scheme The operates a defined benefit staff gratuity plan where qualifying employees receive a lump sum payment based on the number of years served after an initial qualifying period of five years and gross salary on date of retirement. Contributions to the defined benefit obligations has been discontinued and the balance relevant to staff is payable when they exit the company. There are no plan assets explicitly segregated to meet gratuity benefits. The scheme is not funded, Company meets benefits on a payasyougo basis. Statement of financial position obligation for: The amounts recognised in the statement of financial posistion are determined as follows: Defined benefits obligation at the end of the year 13,468 13,468 Past service costs 13,468 The movement in the defined benefit obligation over the year is as follows: At beginning of the year 13,468 10,891 Interest cost 1,430 1,561 Remeasurement (gains)/losses Assumption (Note 34.3) (1,576) 1,565 Remeasurement (gains)/losses Experience (Note 34.3) (446) (549) Transfer of retired staff Benefit paid () At end of the year (per valuation) 13,468 The amounts recognised in the statement of profit or loss are as follows: Current service cost Interest cost 1,430 1,561 Expected return on plan assets Amortisation, included in staff costs 1,430 1,561 The principal actuarial assumptions used in determining the gratuity benefit obligations were as follows: Discount rate (per annum) 11.0% 11.0% Average pay increase (per annum) 0.0% 0.0% Average rate of inflation (per annum) 9.0% 9.0% 13 Other payables Non current Note 13(i) 2,248,353 2,090,177 Current Note 13(ii) 920, ,036 3,168,943 2,857,213 13(i) Non current: Insurance contract liabilities 473, ,528 Investment contract liabilities 1,775,143 1,632,649 2,248,353 2,090,177

8 13(ii) Current: Non trade payable 145, ,615 Statutory payables 60,072 64,612 Dividend payable 34,229 34,229 Rent received in advance (Note 13.2) Defined contribution scheme (Note 13.3) 84,118 79,124 Payable on recreational and other services 351, ,941 Directors fee payable 25,256 22,425 Audit fee payable 13,500 12,000 Information technology development levy 7,378 7,378 Payable on promisory note 67,534 67,368 Payable to Consultants 88,231 83,642 Payable to third party 13,549 13,549 Rent payable 1, Payable to staff 28,206 21,326 Health payables 6,263 Payable to related parties 920, , Non trade payable represents obligation to various Unic pensioners (104 in number as at 31 December ) 13.2 Movement in rent received in advance is as shown below: At begining of the year Received in advance 6,682 Released on disposal of investment properties Released to statement of profit or loss (Note 30) (6,682) At end of the year 13.3 Defined contribution scheme In accordance with the provisions of the Pensions Act 2014, the and its staff operate a contributory pension scheme. The contribution by employees and the are 8% and 10% respectively of the employees' basic salary, housing and transport allowances. The contribution made and transfered to the pension fund administrator during the year are as follows; Balance at start of year 79,124 72,283 Provisions during the year 4,994 6,841 Transfer to PFA Balance at end of year 84,118 79, Deferred tax assets/liabilities The following is the analysis of deferred tax liabilities/(assets) presented in the statement of financial position: Deferred tax assets At 1 January Income tax expense during the period recognised in profit or loss 116,870 At 31 December 116,870 Opening balance Recognized in Profit/Loss Closing balance Deferred tax (liabilities)/assets in relation to: Investment properties (362,074) (362,074) Employee benefits 3,788 3,788 Property, plant & equipment (12,561) (12,561) Investment allowance (129) (129) Unabsorbed capital allowances 92,078 92,078 Unrelieved losses 37,482 37,482 (241,416) (241,416) Deferred tax (liabilities)/assets in relation to: Investment properties (375,425) (13,351) (362,074) Employee benefits 3,160 (628) 3,788 Property, plant & equipment (6,714) 5,846 (12,561) Investment allowance (16) 113 (129) Unabsorbed capital allowances 82,267 (9,811) 92,078 Unrelieved losses 23,742 (13,740) 37,482 (272,986) (31,570) (241,416) 15 Trade payables Insurance trade receivables 404, , , ,085

9 16 Current Income tax payable The major components of income tax expenses for the years ended 31 December and are: 16.1 Per statement of profit or loss: Income tax based on profit for the year 5,443 8,168 Education tax for the year 163 Capital gains tax 30,158 current income tax expense 5,606 38,326 Deferred taxation: Relating to origination and reversal of timing differences (19,887) Income tax charged to profit or loss 5,606 18, Per statement of other comprehensive income: Deferred tax relates to items charged or credited directly to other comprehensive income during the year: Insurance actuarial gain/(loss) (Note 34.3) Gain on revaluation of land and buildings (Note 34.2) ,405 Income tax charged directly to other comprehensive income 41,011 Reconciliation of tax charge: (Loss)/profit before income tax expense Tax at Nigerian's statutory income tax rate (8,640) (139,259) Nondeductible expenses for tax purpose 11, ,117 Tax exempt income (4,742) (14,543) Capital gains tax 30,158 Impact of minimum tax 7,685 6,768 Education tax levy 163 Tax rate differential on fair value gains 10,197 tax charge expense for the year 5,606 18, Per statement of financial position: Current income tax payable At 1 January 151, ,516 Charged to statement of profit or loss 5,606 38,326 Payment during the year (25,106) At the end of the year 157, , Authorized Share Capital 4,000,000,000 Ordinary Shares of N0.50 each 2,000,000 2,000,000 2,000,000 2,000, Issued Share Capital 2,582,296,000 Ordinary Shares of N1 each 18 Revenue Recreational services Health services Insurance services Other services 19 Cost of sales Recreational services 13,923 Health services Insurance services Other services 13, Other operating income Rental income properties (Note 8 and 15.2) Dividend income 2,340 Foreign exchange differences (4,995) Health care and recreational services Insurance business 7,382 Net fair value gains/(losses) on investment properties Net realised gains/(losses) 3,456 Other income 32,086 40,268 Other income include sport and other recreational income of N25.9m, other insurance income of N3.4m

10 21 Operating expenses Employee benefits expense Auditors remuneration 67,417 7,500 Amortisation of intangible assets Depreciation on property, plant and equipment 30,341 Legal and professional expenses 9,483 Impairment reversal on loans and receivables Impairment on other receivables Bank and other service charges 1,537 Cost of services 119,828 Office rent and administrative expenses 12,408 Marketing and selling expenses 2,783 Regulatory expenses 2,625 Recapitalisation expenses 8,766 Other operating expenses 148, ,674 Other operating expenses include loss on investment contract liabilities of N147.1m 22 Investment income Interest income Other investment income 23 Finance costs Interst on bank Loans 40,812 Lease finance interest 40, Other comprehensive income/(loss): Net losses on availableforsale assets Remeasurement loss on availableforsale financial asset (580) Reclassification adjustments for disposed availableforsale financial assets included in profit or loss (580) 25 Earnings/(loss) per share Basic losses per share amounts is calculated by dividing the net loss for the year attributable to ordinary share holders by the weighted average number of ordinary shares outstanding at the reporting date. The following reflects the losses and share data used in the basic losses per share computations: Net loss attributable to ordinary shareholders () (289,047) Weighted average number of ordinary shares in issue as at year end ('000) 2,582,296 2,582,296 2,582,296 2,582,296 Diluted Basic losses per ordinary share (kobo) (11) There have been no other transactions involving ordinary shares or potential ordinary shares between the reporting date and the date of completion of these financial statements. 26 Loss on ordinary activities before taxation is stated after charging: (Profit)/ loss on sale of property, plant and equipment (Profit)/ loss on sale of investment property Directors' emoluments Auditors' remuneration Depreciation of property, plant and equipment Amortisation of intangible assets Exchange (gain)/loss 7,500 30,341 (4,995)

11 27 Segment information Segment statement of profit or loss 9 months period ending 30 September Others Recreational Service Health Services Insurance Services Segments Adjustments and eliminations Revenue External Intersegment Revenue Cost of sales (13,923) (13,923) (13,923) Gross profit 97,161 97,161 97,161 Other operating income 28,670 34,098 62,768 (22,500) 40,268 Depreciation & amortization (8,268) (191) (8,459) (8,459) Impaiments Other operating expenses (122,102) (,962) (373,064) (30,150) (403,215) Operating profit (4,539) (217,055) (221,594) (52,650) (274,245) Investment income Finance costs (63,312) (63,312) 22,500 (40,812) Profit before tax (4,539) (252,810) (257,349) (30,150) (287,500)

UNIC DIVERSIFIED HOLDINGS PLC Lagos, Nigeria UNAUDITED CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS AS AT 31 DECEMBER 2017

UNIC DIVERSIFIED HOLDINGS PLC Lagos, Nigeria UNAUDITED CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS AS AT 31 DECEMBER 2017 UNIC DIVERSIFIED HOLDINGS PLC Unic Diversified Holdings Plc is a new company