International Breweries Shareholders Approve N84 Billion Capital Return

International Breweries Plc shareholders have approved a plan to return up to N84 billion to investors as part of a broader share premium reduction and capital reorganisation programme.

The approval was among resolutions passed at the company’s 49th Annual General Meeting, held in Lagos on July 30, 2026, where shareholders also considered the audited financial statements for the year ended December 31, 2025.

Under the approved arrangement, International Breweries will first reduce its share premium account by an amount sufficient to eliminate the company’s negative retained earnings.

The size of the adjustment will be determined using either the company’s financial statements for the year ended December 31, 2025, or its latest quarterly financial statements immediately preceding the court order approving the capital reorganisation, whichever is later.

Following the elimination of the negative retained earnings, shareholders approved the return of N84 billion from the remaining share premium balance.

The amount will be distributed to qualifying shareholders on a pro-rata basis, although the board retains discretion to determine the final amount after considering the company’s working capital requirements and available cash resources.

The proposed transaction remains subject to applicable regulatory approvals and confirmation by the Federal High Court before implementation.

The board and management have been authorised to appoint transaction advisers, execute necessary documentation and obtain regulatory and judicial approvals required to complete the exercise.

The capital return represents a significant development for shareholders of International Breweries and comes as the company restructures its balance sheet following previous capital-raising initiatives and efforts to strengthen its financial position.

At the meeting, shareholders also approved an aggregate N93 million remuneration package for non-executive directors for the financial year ending December 31, 2026. Sitting allowances will be paid separately from the approved fixed remuneration.

Shareholders elected Toyin Adeniji and Nicholas Kade as directors, while Nnaemeka Achebe, Andrew Whiting, David Tomlinson and Temitope Oguntokun were re-elected to the board.

The meeting also approved shareholder and director representatives to the company’s Statutory Audit Committee and authorised directors to determine the remuneration of the external auditors.

In addition, shareholders granted the company a general mandate to procure goods, services and financing from related parties and interested persons where required for day-to-day operations.

The mandate, which will remain valid throughout the 2026 financial year until the next AGM, requires such transactions to be conducted on normal commercial terms and in accordance with International Breweries’ transfer pricing policy.

The proposed N84 billion capital return is expected to become the key focus for shareholders as the company proceeds with regulatory and court processes required to implement the capital reorganisation.