Table of Contents U A P H O L D I N G S L I M I T E D 1

1 U A P H O L D I N G S L I M I T E D1 Annual Repor t & Financial Statementsfor the year ended 31 December 20091 Corporate Information 02 Board of Directors 04 Management Team 10 Chairman s Review 14 Group Managing Director s Review 18 Corporate Governance Statement 24 Share holding 26 Sustainability and Corporate Social Responsibility Report 285 Years Financial Highlights 31 Notice of annual general meeting 32 Directors Report 33 Statement of Director s Responsibilities 34 Report of the Independent Auditors 35F I N A N C I A L S T A T E M E N T SConsolidated Profit and Loss Account 36 Consolidated Statement of Comprehensive Income 37 Consolidated Balance Sheet 38 Company Balance Sheet 39 Consolidated Statement of Changes in Equity 40 Company Statement of Changes in Equity 42 Consolidated Statement of Cash flows 43 Notes to the Financial Statements 44 - 88 Table of Contents U A P H O L D I N G S L I M I T E DAnnual Repor t & Financial Statementsfor the year ended 31 December 2009U A P H O L D I N G S L I M I T E D2 Annual Repor t & Financial Statementsfor the year ended 31 December 2009U A P H O L D I N G S L I M I T E D3 Annual Repor t & Financial Statementsfor the year ended 31 December 2009Q U E E N S WAY - N A I R O B ICustomer Care Centre.

2 Queensway Hse3rd Floor Kaunda Street | Box 43013 - 00100 Tel: +254 20 2228070, 2229521 | Fax: 222 7659 Email: M O M B A S ABiashara Bank Building, Nyerere Road, Box 81612 - 80100 Mombasa, KenyaTel: 041 - 2223777/8 | Fax: 041- 2315888E-mail: Y E R ISohan Box 1231 - 10100 Nyeri, KenyaTel: 061- 2030660\2034722 | Fax: 061-2032941 E-mail: A K U R UPrestige Mall Box 14116 - 20100 Nakuru, KenyaTel: 051 - 2212910 | Fax: 051- 2214563E-mail: L D O R E TImperial Court, Uganda Box 707 - 30100 Eldoret KenyaTel: 053 - 2061437/8 | Fax: 053 - 2061437E-mail: I S U M UAl Imran Box 3379 - 40100 Kisumu, KenyaTel: 057 - 2020119 | Fax: 057 - 2024488E-mail: E R UMwalimu Plaza, Ground Floor, P.

3 O. Box 3258 - 60200 Meru, Kenya Tel: 064 - 30089 | Fax: 064 - 30094 Wireless: 020 - 2423190/064 - 30089E-mail: M A C H A K O SKCB Building, Machakos Box 1092 - 90100 Tel: 020 2054611E-mail: H I K ATwin Oak Plaza - st Floor, Kwame Nkrumah RoadPO Box 4280 01000 Thika, KenyaTel: 020 2486803/4/5E-mail: I S I IOuru Complex - Ground FloorPO Box 209 40200 Kisii, KenyaTel: 058-31851 | 020-8075777E-mail: - HEAD OFFICEKENYA - BRANCHESC orporate information Corporate information(continued) Bishops Garden Towers, Bishops Road P O Box 43013 - 00100, Nairobi, KenyaTel: (+254 20) 2850000, Fax: (+254 20) 2719030 Email: - BRANCHESH E A D O F F I C EUAP Insurance Uganda LimitedUAP Insurance BuildingPlot 1 Kimathi Box 7185, Kampala - UGANDATel: +256 - 414 - 332700 Fax: +256 - 414 - 256388 Email: I N J APlot 32/34 Main Box 1747 | Tel: 0434 -120047L I R APlot 18 Olwol Box 423 | Tel: 04734 - 20616M B A R A R APlot 23 High Box 1171 | Tel: 04854 - 21422M B A L EPlot 58 Republic Box 915 | Tel: 0454 - 34568G U L UPlot 16 Aewich RoadTel: 0471 - 432017A R U APlot 24 Avenue RoadMobile: 0772903442 SUDAN - BRANCHES J U B A HE A D OF F I C EPlot No.

4 3 Block VI at Hai Suk Juba Box 201 Juba,SOUTHERN SUDANTel: +249 - 959 - 000000, +256 - 477 - 296555, +249 - 126 - 454664E-mail: W A UTel: +249 - 959 - 028518, SOUTHERN SUDANE-mail: N I M U L ETel: +249 111395844, SOUTHERN SUDANE-mail: YA M B I OTel: +249 - 959 - 000001, SOUTHERN SUDANE-mail: A P H O L D I N G S L I M I T E D4 Annual Repor t & Financial Statementsfor the year ended 31 December 2009U A P H O L D I N G S L I M I T E D5 Annual Repor t & Financial Statementsfor the year ended 31 December 2009 The board of DirectorsThe board of Directors (Biographies)Sir Gordon Wavamunno (Non-executive Director) | 66 Sir Gordon Wavamunno is the chairman of UAP Uganda since 1988 and a board member since 1979.

5 He joined the board of UAP Holdings in 2009. He is a prominent international businessman who sits in several Boards including Spear Motors Limited, WBS Television among others. He is very knowledgeable of the business environment in Uganda and the region where he has established and run successfully a number of businesses since the Muguiyi (Executive Director) | 66 James has been the Managing Director of Company since 2001. During this time James has overseen the growth of the Companny s business in Kenya and the expansion into Uganda in 2004 and Sudan in 2005. He has presided over the establishment of the Group Holdings Company and the demerger of Life business from General business in Kenya.

6 Between 1988 and 2001 he was the Deputy Managing Director. During this time he oversaw the merger of Provincial Insurance with Union Insurance to form UAP in 1994. James is a director of several companies and Chairman of the Centum Investments Co. Limited. He is a Fellow of the Institute of Certified Public Accountants of Kenya (FCPA (K)) where he was one time the Chairman. He is also a Certified Public Secretary (CPS (K)) and a Chartered Management Accountant (ACMA). He is the Chairman of Centum Investment Company JB Wanjui, CBS (Chairman) | 73Dr. Wanjui, the Chairman of the Board has a long and illustrious career in the Kenyan corporate scene, the most prominent being the Chief Executive of East Africa Industries (later became Unilever).

7 He is a graduate of Ohio Wesleyan University, (BA Physics and Mathematics) and Columbia University, (MSC Engineering). He is the Chancellor of the University of Nairobi and is also the Chairman of Stanbic Bank Kenya. He is also chairman and Board member of a number of other Kenyan and international organisations. Dr Wanjui has been a director of the Company since 1986 and the Chairman of the Board since Kirubi (Non-executive Director) | 69 Chris is an alumnus of INSEAD Institute, France, Handles University, Sweden and Harvard Business School. He is a prominent businessman who has invested heavily in a number of Kenya Companies and multinationals. He is the Chairman of Haco Industries, Nairobi Bottlers, International House Limited and DHL East Africa and is the Chairman and CEO of the Capital Group.

8 He is a director of various companies, including Centum Investment Company Limited and Bayer East Africa. Chris is a member of the Corporate Advisory Board of the Global Business Coalition on HIV/AIDS, TB & Malaria, a board member of the Friends of Africa of the Global Fund, and a member of the NEPAD Steering Committee in Kenya. He is also a member of the National Economic and Social Council, Kenya and the Investor s Advisory Council, Ghana. He is currently the Ghanaian Honorary Consul General in Kuria (Non-executive Director) | 50 Kamau is the University Secretary of Strathmore University in Nairobi. He is a management consultancy professional and prior to joining Strathmore University was the Head of Change for Barclays Bank of Kenya Ltd.

9 Prior to that he was the Managing Director of Quantum Consultants Limited, an independent con-sultancy company he founded in 1996. Before founding Quantum, Kamau was a Senior Manager in the Price Waterhouse East and Central Africa consultancy practice. He is a member of the Institute of Certified Public Accountants of Kenya. Kamau holds a Masters degree in Business Administration from Concordia University, Canada and a Bachelor s degree in Electronic Engineering from Essex University, UK. James Mworia (Non-executive Director) | 32 James Mworia is the Chief Executive Officer of Centum Investment Company Limited. James is a private equity investment management professional and prior to joining Centum Investment Company Limited he was the Head of Investments at TransCentury Limited.

10 He is a CFA Charterholder, an Advocate of the High Court of Kenya, a Certified Public Accountant and a Chartered Management Accountant. He is a member of the CFA institute, Institute of Certified Public Accountants of Kenya, Law Society of Kenya and the Chartered Institute of Management AccountantsPhilip Coulson (Non-executive Director) | 44 Philip Coulson joined the Board of UAP Holdings Limited during the course of 2010. He is an Advocate of the High Court of Kenya and is also qualified as an English solicitor. He practises as a commercial lawyer in Nairobi with Coulson Harney, Advocates, specialising in mergers and acquisitions. From 1994 to 2008 he worked with Kaplan & Stratton, Advocates.