UAC of Nigeria Plc will seek shareholder approval for a new long-term employee incentive scheme and a mandate covering recurrent related-party transactions at its Annual General Meeting scheduled for June 25, 2026, as the diversified group moves to consolidate recent earnings growth and align management compensation with shareholder returns.
The company disclosed the proposals in its notice of annual general meeting dated May 18, 2026, ahead of the meeting to be held at Festival Hotel, Amuwo Odofin, Lagos.
Shareholders will consider the group’s audited financial statements for the year ended December 31, 2025, alongside reports from directors, auditors and the audit committee. The board is also seeking approval for a dividend payout of N1.00 per share, which, if ratified, will be paid on June 26, 2026 to shareholders on the register as of June 11.
The conglomerate, whose operations span food and beverages, animal feeds, paints, logistics and quick service restaurants, said the AGM will also consider the re-election of directors Khalifa Biobaku and Obi James, both retiring by rotation.
Beyond routine governance matters, investor attention is expected to focus on the company’s proposed Long-Term Incentive Plan (LTIP), which would authorise the board to establish a new employee value creation programme tied directly to shareholder returns.
Under the proposal, UAC plans to introduce a Value Creation Plan (VCP) structured around a five-year performance period. The scheme would only generate payouts if the company delivers a minimum total shareholder return of 18 per cent annually.
According to the circular accompanying the AGM notice, management and eligible employees would become entitled to a share of value created only after shareholders achieve the minimum return threshold.
The company said the proposed incentive framework follows what it described as a period of significant operational expansion since shareholders approved an earlier incentive structure in June 2021.
UAC disclosed that group revenue rose from N81 billion in 2020 to N340 billion in 2025, while underlying profit before tax increased from N3.6 billion to N27 billion over the same period.
Including the full-year contribution of dairy and beverage business C.H.I. Limited, the company said pro-forma 2025 revenue stood at approximately N707 billion, while profit before tax rose to N36 billion.
The company also pointed to a sharp increase in shareholder returns during the period. According to the board, UAC’s share price climbed from N10 in July 2021 to N100 by April 2026, while total shareholder return compounded at roughly 62 per cent annually.
“The Board believes that the Initial VCP has been instrumental to the value created for shareholders and therefore recommends a re-introduction of the VCP model,” the company stated in the circular.
Under the proposed structure, up to 10 per cent of additional issued share capital could be allocated to the scheme through share issuance, treasury share purchases or market acquisitions executed on the Nigerian Exchange.
The incentive plan would be administered by the board, either directly or through an appointed trustee, with awards delivered as nil-cost share options or equivalent rights.
The scheme also contains clawback and malus provisions allowing the board to reduce or recover awards in cases involving financial misstatements, misconduct, regulatory sanctions, reputational damage or corporate failure.
UAC said the programme is designed to encourage long-term decision-making and strengthen alignment between executives and shareholders.
“It fosters alignment to shareholder experience,” the company stated, adding that employees would share directly in the company’s growth if performance targets are met.
Shareholders will also vote on a general mandate authorising recurrent related-party transactions involving subsidiaries and associate companies.
The company said the transactions relate mainly to intra-group treasury management and working capital support arrangements conducted on arm’s length terms.
“In line with the provisions of Rule 20.8(h) Rules Governing Related Party Transaction of Nigerian Exchange Limited, interested persons have undertaken to ensure that their proxies, representatives, or associates shall abstain from voting,” the notice stated.
The register of members will close between June 12 and June 18 to facilitate dividend processing and AGM preparations.
The AGM comes as Nigerian listed companies increasingly adopt equity-linked compensation structures to retain senior executives amid intensifying competition for managerial talent and rising investor scrutiny around governance standards and shareholder value creation.