THIS DOCUMENT IS IMPORTANT AND SHOULD BE READ CAREFULLY.

IF YOU ARE IN ANY DOUBT ABOUT ITS CONTENT OR

THE ACTION TO TAKE, KINDLY CONSULT YOUR STOCKBROKER, CENTRAL SECURITIES DEPOSITORY PARTICIPANT,
ACCOUNTANT, BANKER, SOLICITOR OR ANY OTHER PROFESSIONAL ADVISER FOR GUIDANCE IMMEDIATELY.

FOR INFORMATION CONCERNING CERTAIN RISK FACTORS WHICH SHOULD BE CONSIDERED BY THE
PROSPECTIVE INVESTORS, SEE “RISK FACTORS” ON PAGE 20

RC 6474

RIGHTS ISSUE
Of
2,217,265,184
Ordinary shares of 50 Kobo each

at
N22.00 per share
On the basis of one (1) new ordinary share for every four (4) ordinary shares of 50
Kobo each held as at the close of business on 25 July, 2014 for those shareholders
whose names appear on the Register of Members and transfer books of the Company
which are maintained in Nigeria and shareholders whose names appear on the
Register of Members and transfer books of the Company which are maintained in
South Africa as at the close of business on the Friday prior to the Issue opening date
in South Africa
THE RIGHTS BEING OFFERED IN THIS DOCUMENT ARE TRADEABLE ON THE FLOOR OF THE NIGERIAN STOCK
EXCHANGE AND ON JSE LIMITED TRADING PLATFORM FOR THE DURATION OF THE ISSUE

Payable in full on Acceptance

Acceptance List Opens: Wednesday, 03 December, 2014

Acceptance List Closes: Wednesday, 14 January, 2015

LEAD ISSUING HOUSE

JOINT ISSUING HOUSES

RC 446599 RC 446561 RC 204920 RC 1031358 RC 639691

THIS RIGHTS CIRCULAR AND THE SECURITIES WHICH IT OFFERS HAVE BEEN CLEARED AND REGISTERED BY THE
SECURITIES & EXCHANGE COMMISSION. IT IS A CIVIL WRONG AND A CRIMINAL OFFENCE UNDER THE INVESTMENTS
AND SECURITIES ACT NO 29 OF 2007 TO ISSUE A RIGHTS CIRCULAR WHICH CONTAINS FALSE OR MISLEADING
INFORMATION. CLEARANCE AND REGISTRATION OF THIS RIGHTS CIRCULAR AND THE SECURITIES WHICH IT OFFERS
DO NOT RELIEVE THE PARTIES FROM ANY LIABILITY ARISING UNDER THE ACT FOR FALSE AND MISLEADING
STATEMENTS CONTAINED THEREIN OR FOR ANY OMISSION OF A MATERIAL FACT.

THIS RIGHTS CIRCULAR IS DATED 13 NOVEMBER, 2014

TABLE OF CONTENTS
TABLE OF CONTENTS ............................................................................................................................................................ 2
DEFINITIONS...................................................................................................................................................................... 3
CORPORATE DIRECTORY ........................................................................................................................................................ 4
ABRIDGED TIMETABLE .......................................................................................................................................................... 5
SUMMARY OF THE ISSUE ........................................................................................................................................................ 6
RIGHTS ISSUE .................................................................................................................................................................... 9
DIRECTORS AND OTHER PARTIES TO THE ISSUE ........................................................................................................................ 10
PROFESSIONAL PARTIES TO THE ISSUE ................................................................................................................................... 11
THE CHAIRMAN’S LETTER .................................................................................................................................................... 14
Introduction ................................................................................................................................................................ 14
Oando Today ............................................................................................................................................................... 15
Group Structure ........................................................................................................................................................... 15
Overview of Subsidiary Companies ................................................................................................................................. 15
Corporate Strategy ....................................................................................................................................................... 19
Purpose of the Issue and Use of Proceeds ....................................................................................................................... 20
Important Note to the Use of Proceeds ........................................................................................................................... 20
Statement of Working Capital ........................................................................................................................................ 20
Risk and Mitigating Factors ............................................................................................................................................ 20
General Risk Disclosure................................................................................................................................................. 21
Corporate Governance .................................................................................................................................................. 21
Conclusion .................................................................................................................................................................. 22

LETTER FROM THE AUDITORS ON GOING CONCERN STATUS .......................................................................................................... 23

INCORPORATION BY REFERENCE ............................................................................................................................................ 24
HISTORICAL FINANCIAL INFORMATION ................................................................................................................................... 25
Statement of Financial Position (IFRS): 2012 - 3013 ........................................................................................................ 25
Statement of Comprehensive Income (IFRS): 2012 - 2013 ............................................................................................... 26
Statement of Cash Flows (IFRS): 2012 – 2013 ................................................................................................................ 27
Balance Sheet (NGAAP): 2009 - 2011 ............................................................................................................................. 28
Profit and Loss Accounts (NGAAP): 2009 - 2011 .............................................................................................................. 29
Cashflow Statement (NGAAP): 2009 – 2011 .................................................................................................................... 30

UNAUDITED MANAGEMENT ACCOUNTS .................................................................................................................................... 31

Statement of Comprehensive Income ............................................................................................................................. 31
Statement of Financial Position ...................................................................................................................................... 32
Statement of Cashflow .................................................................................................................................................. 33

STATUTORY AND GENERAL INFORMATION ................................................................................................................................ 34

Incorporation and Share Capital History .......................................................................................................................... 34
Shareholding Structure ................................................................................................................................................. 35
Directors’ Beneficial Interests ........................................................................................................................................ 35
Status of Unclaimed Dividend ........................................................................................................................................ 35
Indebtedness ............................................................................................................................................................... 36
Corporate Governance .................................................................................................................................................. 36
Subsidiaries and Associate Companies ............................................................................................................................ 38
Indirect Shareholding ................................................................................................................................................... 39
Claims and Litigations ................................................................................................................................................... 39
Costs and Expenses ...................................................................................................................................................... 40
Relationship between the Issuer and the Issuing Houses/Other Advisers ............................................................................. 40
Material Contracts ........................................................................................................................................................ 40
Declarations ................................................................................................................................................................ 41
Related Party Transactions ............................................................................................................................................ 41
Off Balance Sheet Items ............................................................................................................................................... 46
Research and Development ........................................................................................................................................... 47
Mergers and Acquisitions............................................................................................................................................... 47
Consents ..................................................................................................................................................................... 47
Documents Available for Inspection ................................................................................................................................ 48

PROVISIONAL ALLOTMENT LETTER ......................................................................................................................................... 49

ACTION TO BE TAKEN BY SHAREHOLDERS ON THE JSE REGISTER ................................................................................................... 52
EXCHANGE CONTROL REGULATIONS ....................................................................................................................................... 54
TIMETABLE APPLICABLE TO SHAREHOLDERS ON THE JSE REGISTER ............................................................................................... 55
RECEIVING AGENTS ........................................................................................................................................................... 56
ACCEPTANCE/RENUNCIATION FORM ...................................................................................................................................... 57
TABLE OF ENTITLEMENTS TO THE RIGHTS ISSUE SHARES – ANNEXURE 1 ......................................................................................... 59

Oando PLC Rights Circular | 2

DEFINITIONS

Abbreviation Name/Explanation
“Company” or “Oando” Oando PLC
“COP Acquisition” The acquisition by OER (through its affiliates) of part of ConocoPhillips’ Nigerian
business
“CSCS” Central Securities Clearing System Limited
“CSDP” Central Securities Depository Participant
“Directors” The members of the Board of Directors of Oando who as at the date of this
document are those persons whose names are set out on page 10 of this Rights
Circular
“EBITDA” Earnings Before Interest, Taxes, Depreciation and Amortization
“Exchanges” NSE and JSE
“FGN” Federal Government of Nigeria
“Gross Earnings” Total earnings received for the financial reporting period/year
“IFRS” International Financial Reporting Standards
“Joint Issuing Houses” FBN Capital Limited, FCMB Capital Markets Limited, Marina Securities Limited,
Stanbic IBTC Capital Limited and Zenith Capital Limited
“JSE” The JSE Limited (Registration Number 2005/022939/06), a public company
duly incorporated under the laws of South Africa and licensed as an exchange
under the South African Financial Markets Act, No. 19 of 2012
“JSE Shareholders” Shareholders whose names appear on the JSE sub-Register of Members and
transfer books of the Company which are maintained in South Africa and qualify
to participate in the Rights Issue
“Lead Issuing House” or “Vetiva” Vetiva Capital Management Limited
“NGAAP” Nigerian Generally Accepted Accounting Principles
“NSE” The Nigerian Stock Exchange
“Nigerian Shareholders” Shareholders whose names appear on the Register of Members and transfer
books of the Company which are maintained in Nigeria
“OER” Oando Energy Resources Inc.
“OML” Oil Mining License
“OPL” Oil Prospecting License
“OODP” Ocean and Oil Development Partners Limited; a major shareholder in Oando
“PAT” Profit After Tax
“PBT” Profit Before Tax
“Receiving Agents” Any of the institutions listed on page 56 of this Rights Circular to whom
shareholders listed on the Nigerian share register may return their duly
completed Acceptance/ Renunciation Forms together with payment
“Registrars” First Registrars Nigeria Limited and Computershare Investors Services
(Proprietary) Limited
“Rights Circular” This document which is issued in accordance with the Rules and Regulations of
the Commission
“Rights Issue” or “Issue” Issue by way of rights to existing shareholders of 2,217,265,184 ordinary
shares of 50 kobo each at N22.00 per share on the basis of one (1) new ordinary
share for every four (4) ordinary shares of 50 Kobo each held
“SEC” or “Commission” Securities & Exchange Commission; the Nigerian Capital Markets Apex
Regulator
“SENS” Securities Exchange News Service
“Shareholders” Means the shareholders of the Company who qualify to participate in the Rights
Issue
“TSX” The Toronto Stock Exchange
“Working Day” Any day other than a Saturday, Sunday or official public holiday declared by
the FGN

Oando PLC Rights Circular | 3

CORPORATE DIRECTORY

Name Address
Oando PLC (Head Office) 2, Ajose Adeogun Street, Victoria Island, Lagos

Akute Power Limited 7th Floor, 2 Ajose Adeogun Street, Victoria Island, Lagos

Apapa SPM Limited 2 Ajose Adeogun Street, Victoria Island, Lagos

Gaslink Nigeria Limited 7th Floor, 2 Ajose Adeogun Street, Victoria Island, Lagos

Oando Energy Resources Inc. 3400, 350-7th Avenue S.W., Calgary, Alberta, Canada. T2P 3N9

Oando Energy Services Limited 7th Floor, 2 Ajose Adeogun Street, Victoria Island, Lagos

OES Respect Limited Trott & Duncan Building 17A, Brunswick Street, Hamilton, HM10
Bermuda

OES Integrity Limited Harneys Corporate Services Limited, Craigmuir Chambers P.O. Box 71,
Road Town, Tortola, British Virgin Islands

Oando Gas & Power Limited 7th Floor, 2 Ajose Adeogun Street, Victoria Island, Lagos

Oando Ghana Limited B35, Augostino Neto Road, Airport Residential Area, Accra, Ghana

Oando Lekki Refinery Company Limited 8th Floor, 2 Ajose Adeogun Street, Victoria Island, Lagos

Oando Marketing PLC 8 Kayode Street, Marine Beach, Apapa, Lagos

Oando Supply and Trading Limited 8 Kayode Street, Marine Beach, Apapa, Lagos

Oando PLC Rights Circular | 4

ABRIDGED T IMETABLE

TIMETABLE APPLICABLE TO NIGERIAN SHAREHOLDERS

Date Activity Responsibility

03 December, 2014 Acceptance List opens Issuing Houses/Registrars

14 January, 2015 Acceptance List closes Issuing Houses/Registrars

28 January, 2015 Receiving Agents forward returns Issuing Houses/Receiving Agents

23 February, 2015 Forward allotment proposal and draft newspaper Issuing Houses
announcement to the SEC

13 March, 2015 Receive SEC’s clearance of the allotment Issuing Houses

16 March, 2015 Disburse net Issue proceeds to Issuer Receiving Banks

20 March, 2015 Allotment announcement Issuing Houses

20 March, 2015 Return excess/surplus monies Issuing Houses/Registrars

03 April, 2015 Dispatch share certificates/commence arrangements Registrars

to credit CSCS accounts

06 April, 2015 Forward Declaration of Compliance to the Nigerian Stockbrokers

Stock Exchange

10 April, 2015 Listing of Issue shares on the NSE and JSE (CSDP Stockbrokers
Broker accounts in respect of dematerialized
shareholders credited) and trading commences

13 April, 2015 Submit Rights Issue summary report to the SEC Issuing Houses

Oando PLC Rights Circular | 5

SUMMARY OF THE ISSUE

This summary draws attention to information contained elsewhere in this Rights Circular; it does not contain all of
the information you should consider in making your investment decision. You should therefore read this summary
together with the more detailed information, including the financial statements elsewhere in this Rights Circular.
1. ISSUER: Oando PLC
2. LEAD ISSUING HOUSE: Vetiva Capital Management Limited
3. JOINT ISSUING HOUSES: FBN Capital Limited
FCMB Capital Markets Limited
Marina Securities Limited
Stanbic IBTC Capital Limited
Zenith Capital Limited
4. SHARE CAPITAL
(AS AT THE DATE OF THIS RIGHTS CIRCULAR):
Authorised: N7,500,000,000 comprising 15,000,000,000 Ordinary shares of 50 kobo each
Issued and fully paid: N4,434,530,369 comprising 8,869,060,738 Ordinary shares of 50 kobo each
Now being issued: 2,217,265,184 Ordinary shares of 50 kobo each
5. PURPOSE: Oando will use the net Issue proceeds to deleverage its balance sheet via
repayment of existing financial debt obligations, and replenish working capital
lines utilized in the financing of the COP Acquisition.
6. USE OF PROCEEDS: The net proceeds of the Rights Issue, estimated at N47,270,967,721.12 after
deducting the total cost of the Rights Issue, estimated at N1,508,866,326.88
(representing 3.09% of the Issue), will be applied as follows:

UTILIZATION* AMOUNT (N’000) % PERIOD

Deleveraging of Balance Sheet 42,584,276,540 90 Immediate

Working capital 4,686,691,181 10 6 Months

Total 47,270,967,721 100

*please see details on page 20

7. IMPORTANT NOTE TO THE Oando received US$300 Million (c.N48.9 Billion) from OODP via convertible loans,
USE OF PROCEEDS: which was applied towards the acquisition of COP’s Nigerian businesses. A portion
of the amounts being owed by Oando to OODP under the convertible loan
agreements, equivalent to the subscription amount for shares due to OODP under
the Rights Issue, would be applied as OODP's subscription for the Rights Issue
8. METHOD OF OFFER: Offer by way of Rights Issue to existing shareholders
9. PROVISIONAL ALLOTMENT: One (1) new ordinary share for every four (4) ordinary shares of 50 Kobo each
held as at the close of business on Friday, 25 July, 2014 for those shareholders
whose names appear on the Register of Members and transfer books of the
Company which are maintained in Nigeria and shareholders whose names appear
on the Register of Members and transfer books of the Company which are
maintained in South Africa as at the close of business on the Friday prior to the
Issue opening date
10. ISSUE PRICE: N22.00 per share
11. MARKET CAPITALIZATION N195,119,336,236.00
AT ISSUE PRICE
(PRE ISSUE):
12. MARKET CAPITALIZATION N243,899,170,284.00
AT ISSUE PRICE
(POST ISSUE):
13. PAYMENT: In full on acceptance
14. OPENING DATE: Wednesday, 03 December, 2014
15. CLOSING DATE: Wednesday, 14 January, 2015

Oando PLC Rights Circular | 6

SUMMARY OF THE ISSUE

16. FINANCIAL SUMMARY:

(Extracted from the Group’s five (5) year annual financial statements)

N’Million

IFRS NGAAP
1
June 2014 2013 2012 2011 2010 2009

Turnover 194,557 449,873 650,566 586,619 378,925 336,860

Profit before taxation 12,532 713 14,177 14,928 24,319 13,512

Profit after taxation 8,980 1,396 10,786 3,447 14,375 10,097

Minority interest (1,952) (18) 362 (220) (4) (146)

Dividend - 5,117 - 5,431 2,114 2,664

Share capital 4,434 3,411 1,137 1,137 905 453

Net assets 204,583 162,368 105,355 92,428 93,050 52,812

Total assets 658,086 591,897 515,064 400,865 324,023 315,748

Basic earnings per share
(kobo)
123 23 407 162 829 1,132

17. SHAREHOLDING As at the date of this Rights Circular, the 8,869,060,738 ordinary shares of 50
STRUCTURE: Kobo each in the issued ordinary share capital of the Company were beneficially
held as follows:

SHAREHOLDER SHARES HELD %

Ocean and Oil Development Partners 5,004,643,096 56

Other shareholders – Individuals and Institutions 3,864,417,642 44

Total 8,869,060,738 100

18. STATUS: The ordinary shares being issued shall rank pari passu in all respects with the
existing issued ordinary shares of the Company and shall qualify for any dividend
(or any other distribution) declared for the financial year ending 31 December,
2013, in so far as the qualification date for the dividend (or any other distribution)
declared is after the allotment of the ordinary shares now being issued.
19. QUOTATION: The 8,869,060,738 ordinary shares of 50 kobo each in the Company’s issued
share capital are quoted on the daily official list of the NSE and the JSE. An
application has been made to the Council of the NSE and will be made to the JSE
in due course for the admission to their respective Daily Official List of the
2,217,265,184 ordinary shares now being issued by way of the Rights Issue.
20. E-ALLOTMENT/SHARE The CSCS accounts of Nigerian Shareholders will be credited not later than 15
CERTIFICATES: working days from the date of allotment. Nigerian Shareholders are thereby
advised to state the name of their respective stockbrokers and their Clearing
House Numbers in the relevant spaces on the Acceptance Form. Share Certificates
of Nigerian Shareholders that do not provide their CSCS account details will be
dispatched by registered post not later than 15 working days from the date of
allotment.
Allotment of shares to JSE Shareholders will be distributed through
Computershare Investor Services (Proprietary) Limited in accordance with the
relevant laws and practice of the Republic of South Africa.

21. CLAIMS AND LITIGATION: There are a total of nine (9) cases against the Company with a total monetary
amount of N983,460,141.55 (Nine Hundred and Eighty Three Million, Four
Hundred and Sixty Thousand, One Hundred and Forty One Naira and Fifty Five
Kobo only).
Three (3) of the cases are pending at the Court of Appeal. Of the three cases, two
(2) were instituted against the Company as Respondent, while the Company
instituted one (1) case as Appellant. The monetary claim in all three cases is
approximately US$175,000.00 (One Hundred and Seventy Five Thousand Dollars

1 Unaudited Management accounts

Oando PLC Rights Circular | 7

SUMMARY OF THE ISSUE

only) and N16,250,000.00 (Sixteen Million, Two Hundred and Fifty Thousand
Naira only).
One case has been instituted against the Company at the National Industrial Court
and another case has been instituted against the Company at arbitration. There
is no monetary claim in the case at the National Industrial Court. The monetary
claim in the case at arbitration is N8,662,203.20 special damages (with 20%
interest from July 2011 until an award is made and thereafter, 10% interest until
payment) and N2 million as general damages.
In addition to the foregoing cases, the Company has instituted one (1) case
against the Federal Board of Inland Revenue (FBIR) and one (1) case against the
Federal Inland Revenue Service (FIRS) at the Tax Appeal Tribunal (TAT). The
Company has also filed one (1) appeal against the FIRS at the Federal High Court
and one (1) appeal against the FBIR at the Court of Appeal in connection with
cases in which judgment had previously been delivered against it at the TAT and
the Federal High Court, respectively. The total monetary claim in dispute in all the
cases is approximately N954,760,141.55 (Nine Hundred and Fifty Four Million,
Seven Hundred and Sixty Thousand, One Hundred and Forty One Naira and Fifty
Five Kobo).
The Company’s actual liability in the cases instituted against it will be as
eventually determined by the courts upon conclusion of the matters. It is our
opinion that the liability that may be incurred by the Company from the cases
instituted against it should not have any material adverse effect on the Issue.
The Company’s directors are also of the opinion that the cases mentioned above
are not likely to have any material adverse effect on the Company and/ or the
Issue, and are not aware of any other material pending and or threatened claims
or litigation involving the Company.

22. INDEBTEDNESS: As at the date of this Rights Circular, the Company had no outstanding
debentures, mortgages, loans, charges or similar indebtedness or material
contingent liabilities or other similar indebtedness, other than in the ordinary
course of business.

Oando PLC Rights Circular | 8

 RIGHTS ISSUE

Copies of this Rights Circular and the documents specified herein have been delivered to the Securities & Exchange
Commission for Clearance and Registration.
This Rights Circular is being issued in compliance with the provisions of the Investments and Securities Act No. 29
2007, the Rules and Regulations of the Commission and the Listings Requirements of the NSE and the JSE and
contains particulars in compliance with the requirements of the Commission and the Exchanges, for the purpose of
giving information to shareholders and the public with regard to the Rights Issue of 2,217,265,184 ordinary shares
of 50 kobo each in Oando PLC by Vetiva Capital Management Limited, FBN Capital Limited, FCMB Capital Markets
Limited, Marina Securities Limited, Stanbic IBTC Capital Limited and Zenith Capital Limited. An application has been,
made to the Council of the NSE, and will be made in due course to the JSE, for the admission to their Daily Official
Lists of the 2,217,265,184 ordinary shares of 50 Kobo each being offered via the Rights Issue.
The Directors of Oando PLC individually and collectively accept full responsibility for the accuracy of the information
contained in this Rights Circular. The Directors have taken reasonable care to ensure that the facts contained herein
are true and accurate in all respects and confirm, having made all reasonable enquiries that to the best of their
knowledge and belief there are no material facts, the omission of which make any statement herein misleading or
untrue.

LEAD ISSUING HOUSE

JOINT ISSUING HOUSES

RC 446599 RC 446561 RC 204920 RC 1031358 RC 639691

On behalf of

RC 6474

are authorised to receive acceptances for the

Rights Issue of 2,217,265,184 Ordinary shares of 50 kobo each at N22.00 per share
On the basis of one (1) new ordinary share for every four (4) ordinary shares of 50 Kobo each held as at the close of
business on 25 July 2014 for those shareholders whose names appear on the Register of Members and transfer books of
the Company which are maintained in Nigeria and shareholders whose names appear on the Register of Members and
transfer books of the Company which are maintained in South Africa as at the close of business on the Friday prior to
the Issue opening date in South Africa

The Acceptance List for the new shares now being issued will open on Wednesday, 03 December, 2014 and close
on Wednesday, 14 January, 2015.
SHARE CAPITAL AND RESERVE OF THE GROUP AS AT 30 DECEMBER, 2013
(Extracted from the December 2013 Audited Financial Statements)
N’000
Authorized Share Capital 10,000,000,000 Ordinary shares of 50 kobo each 5,000,000.00
Issued and Fully paid 6,822,354,414 Ordinary shares of 50 kobo each 3,411,177.00

Equity Called-up Share Capital 3,411,177.00

Share Premium 98,425,361.00
Other Reserves 23,217,694.00
Retained Earnings 33,937,579.00
Minority Interest 3,376,266.00
TOTAL EQUITY 162,368,077.00

Oando PLC Rights Circular | 9

DIRECTORS AND OTHER PARTIES TO THE ISSUE

CHAIRMAN HRM O BA M ICHAEL A DEDOTUN GBADEBO , CFR

2, Ajose Adeogun Street
Victoria Island
Lagos State

GROUP CHIEF E XECUTIVE M R. JUBRIL ADEWALE T INUBU

2, Ajose Adeogun Street
Victoria Island
Lagos State

D EPUTY GROUP CHIEF E XECUTIVE M R. O MAMOFE BOYO

2, Ajose Adeogun Street
Victoria Island
Lagos State

E XECUTIVE D IRECTOR / M R. O LUFEMI ADEYEMO

CHIEF F INANCIAL O FFICER 2, Ajose Adeogun Street
Victoria Island
Lagos State

E XECUTIVE D IRECTOR M R. M OBOLAJI O SUNSANYA

2, Ajose Adeogun Street
Victoria Island
Lagos State

D IRECTOR M R. O GHOGHO AKPATA

2, Ajose Adeogun Street
Victoria Island
Lagos State

D IRECTOR M S. N ANA APPIAH -K ORANG

2, Ajose Adeogun Street
Victoria Island
Lagos State

D IRECTOR CHIEF S ENA ANTHONY

2, Ajose Adeogun Street
Victoria Island
Lagos State

D IRECTOR AMMUNA L AWAN A LLI, OON

2, Ajose Adeogun Street
Victoria Island
Lagos State

D IRECTOR E NGR. YUSUF N’JIE

2, Ajose Adeogun Street
Victoria Island
Lagos State

D IRECTOR M R. F RANCESCO CUZZOCREA

2, Ajose Adeogun Street
Victoria Island
Lagos State

CHIEF COMPLIANCE O FFICER & AYOTOLA O. JAGUN (M S.)

COMPANY S ECRETARY 2, Ajose Adeogun Street
Victoria Island
Lagos State

[Link]

Oando PLC Rights Circular | 10

PROFESSIONAL PARTIES TO THE ISSUE

N IGERIAN PARTIES TO THE I SSUE

L EAD I SSUING HOUSE VETIVA CAPITAL M ANAGEMENT L IMITED

Plot 266B, Kofo Abayomi Street
Victoria Island
Lagos State

JOINT I SSUING HOUSES FBN CAPITAL L IMITED

16 Keffi Street, Off Awolowo Road
South-West Ikoyi
Lagos State

FCMB CAPITAL M ARKETS L IMITED

6th Floor, First City Plaza
44, Marina
Lagos State

M ARINA S ECURITIES L IMITED

Marina House
10, Amodu Ojikutu Street
Victoria Island, Lagos State

S TANBIC IBTC CAPITAL L IMITED

I.B.T.C. Place, Walter Carrington Crescent
Victoria Island
Lagos State

ZENITH CAPITAL L IMITED

4th Floor, Zenith Heights
87, Ajose Adeogun Street
Victoria Island, Lagos State

S TOCKBROKERS TO THE I SSUE VETIVA S ECURITIES L IMITED

Plot 266B, Kofo Abayomi Street
Victoria Island
Lagos State

APT S ECURITIES AND F UNDS L IMITED

3rd & 5th Floors, Church House
29, Marina
Lagos State

CARDINALS TONE S ECURITIES L IMITED

5, Okotie Eboh Street
Ikoyi, Lagos State

CSL S TOCKBROKERS L IMITED

4th Floor, First City Plaza
44, Marina
Lagos State

PARTNERSHIP S ECURITIES L IMITED

37, Ademola Street
Off Awolowo Road
South-West Ikoyi, Lagos State

ZENITH S ECURITIES L IMITED

4th Floor, Zenith Heights
87, Ajose Adeogun Street
Victoria Island, Lagos State

AUDITORS E RNST & YOUNG

10th Floor, UBA House
57, Marina
Lagos State

Oando PLC Rights Circular | 11

PROFESSIONAL PARTIES TO THE I SSUE

S OLICITORS TO THE I SSUE TEMPLARS (Barristers & Solicitors)

4th Floor, The Octagon
13A, A. J. Marinho Drive
Victoria Island, Lagos State

S OLICITORS TO THE COMPANY BANWO & IGHODALO

98, Awolowo Road
South West Ikoyi
Lagos State

REGISTRARS IN N IGERIA TO THE I SSUE F IRST REGISTRARS N IGERIA L IMITED

Plot 2, Abebe Village Road
Iganmu, Surulere
Lagos State

RECEIVING BANKS ACCESS BANK PLC

Plot 999c, Danmole Street
Off Adeola Odeku/Idejo Street
Victoria Island, Lagos State

F IRST BANK OF N IGERIA L IMITED

Samuel Asabia House
35, Marina
Lagos State

F IRST C ITY M ONUMENT BANK L IMITED

Primrose Tower
17A, Tinubu Street
Lagos State

UNITED BANK FOR A FRICA PLC

UBA House
57, Marina
Lagos Island, Lagos State

ZENITH BANK PLC

84, Ajose Adeogun Street
Victoria Island
Lagos State

Oando PLC Rights Circular | 12

PROFESSIONAL PARTIES TO THE I SSUE

S OUTH AFRICAN PARTIES TO THE I SSUE

REGISTRARS IN S OUTH AFRICA TO THE COMPUTERSHARE I NVESTOR S ERVICES (PROPRIETARY ) L IMITED

I SSUE 70, Marshall Street
Johannesburg, 2001
Marshall Town, 2107
South Africa

S PONSOR TO O ANDO PLC IN S OUTH M ACQUARIE F IRST S OUTH CAPITAL (PTY ) L IMITED
AFRICA The Place
1, Sandton Drive
South Wing, Sandown, 2146
Johannesburg, South Africa

L EGAL COUNSEL TO O ANDO PLC IN W EBBER W ENTZEL

S OUTH AFRICA 10, Fricker Road
Illovo Boulevard, Johannesburg
South Africa, 2196

RECEIVING BANK IN S OUTH A FRICA S TANDARD BANK OF S OUTH A FRICA

3, Simmonds Street
2000 Johannesburg
South Africa

Oando PLC Rights Circular | 13

THE CHAIRMAN ’S LETTER

The following is the text of a letter received by Vetiva Capital Management Limited, FBN Capital Limited, FCMB Capital
Markets Limited, Marina Securities Limited, Stanbic IBTC Capital Limited and Zenith Capital Limited from HRM Oba
Michael Adedotun Gbadebo, CFR, Chairman, Board of Directors of Oando PLC:

2, Ajose Adeogun Street

Victoria Island
Lagos
[Link]
Thursday, 13 November, 2014

To: All Shareholders,

Dear Sirs,

OANDO PLC (“OANDO” OR “THE COMPANY”): RIGHTS ISSUE OF 2,217,265,184 ORDINARY SHARES OF 50 KOBO EACH
AT N22.00 PER SHARE (“THE ISSUE”)

I NTRODUCTION
You would recall that at our Company’s Extra-ordinary General Meeting which held on Tuesday, 18 February, 2014,
you had authorized the Company amongst other things to raise additional capital of up to N50 billion through an
offer by way of a Rights Issue in the ratio and terms, conditions and dates to be determined by the Directors, subject
to obtaining regulatory approvals.

On behalf of the Board of Directors, I am pleased to inform you that at its meeting on 18 February, 2014, in line with
the aforementioned Shareholder resolution, the Board of Directors of Oando has resolved to issue by way of Rights,
2,217,265,184 ordinary shares of 50 kobo each to the Shareholders whose names appears on the Company’s Register
of Members as at 25 July, 2014 on the basis of one (1) new ordinary share for every four (4) ordinary shares held.

All necessary arrangements regarding the Rights Issue have been made. The requisite approvals have been received
from the Securities & Exchange Commission, The Nigerian Stock Exchange and JSE Limited for the registration and
the subsequent listing of the shares now being issued. It is important to note that the shares now being issued will
rank pari passu in all respects with the existing issued ordinary shares of the Company and shall qualify for any
dividend (or any other distribution) declared for the financial year ending 31 December, 2013, in so far as the
qualification date for the dividend (or any other distribution) declared is after the allotment of the ordinary shares
now being issued.

Oando commenced operations in 1956 as a petroleum marketing company in Nigeria under the name ESSO West
Africa Incorporated, then a subsidiary of Exxon Corporation of the USA. On 25 August, 1969, the Company was
incorporated under Nigeria law as Esso Standard Nigeria Limited. In 1976, the Federal Government of Nigeria bought
Exxon Corporation’s interest, thereby fully indigenizing the Company, and it was subsequently re-branded Unipetrol
Nigeria Limited (“Unipetrol”). The Company formally changed its name from Unipetrol Nigeria Plc to Oando Plc in
December 2003. The Company became a public limited liability company in 1991, when the Federal Government of
Nigeria divested 60% of its shareholding to the general public, and the Company’s shares were listed on the NSE in
February 1992.

Oando was registered as an external company in South Africa on 1 November, 2005 and on 25 November, 2005
became the first African company to accomplish a cross-border inward listing on the JSE. In 2007, the Company
undertook a corporate restructuring in which it carved out its downstream petroleum marketing business into Oando
Marketing Limited, a new wholly-owned subsidiary. The Company also acquired Ocean and Oil Investment’s (“OOI”)
entire holding in jointly-owned subsidiaries via a Scheme of Arrangement, making these companies wholly-owned
subsidiaries of Oando.

In July, 2012, Oando completed a Reverse Takeover (“RTO”) involving the former Exile Resources Inc. which became
Oando Energy Resources Inc. (“OER”). The RTO was preceded by the restructuring of Oando’s shareholding in certain
entities in the upstream exploration and production division of Oando and transferring same to Exile Resources Inc.

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THE CHAIRMAN ’S LETTER

O ANDO T ODAY
Oando today is an integrated energy solutions company with operations geographically spanning several jurisdictions
of Europe, North America and West Africa and primarily in Nigeria. The Company attained the status of an integrated
energy solutions provider, by adding gas and power distribution, international supply, trading and energy services to
its petroleum marketing business and is currently incubating exploration, production and power initiatives. It is
envisioned that Oando will become a leader in the African energy sector, delivering world-class services across the
African continent.

GROUP STRUCTURE
Oando’s business is organised into six divisions. These divisions are: Exploration & Production and Energy Services
(in the upstream sector), Gas & Power (in the midstream sector) and Marketing, Supply & Trading and Terminals &
Logistics (in the downstream sector).

Midstream
Upstream division Downstream Division
Division

Exploration Energy Gas & Supply & Marketing Terminals

& Services Power Trading
Production

O VERVIEW OF SUBSIDIARY COMPANIES

Oando’s business is currently located in several global jurisdictions.

1. E XPLORATION AND PRODUCTION D IVISION (“E&P Division”)

Oando, directly and indirectly through its 93.8% investment in Oando Energy Resources Inc., a TSX public listed
company, currently holds varying interests in 16 licences for the exploration, development and production of oil and
gas blocks located onshore on land or swamp, and offshore in shallow or deep waters, six of which are currently in
production. Oando’s exploration and production strategy is focused on exploring and developing oil and gas resources
in Nigeria. The E&P Division recorded a total production of 1.46 mmbbls of crude oil in 2013, which was attributable
to the Company’s working interest in the two fields which were producing at the time: OML125 (Abo) produced
1.21mmbls and OML56 (Ebendo) produced 0.24mmbls. The portfolio contains prolific 2P reserves of 230.6mmboe
and 2C best estimate contingent resources of 547.3mmboe spanning producing, near term and exploration assets
within the Niger Delta, Nigeria/Sao-Tome JDZ and DRSTP EEZ.

The E&P Division’s mission is to deliver sustainable value to stakeholders by continually growing reserves through
the exploration, development and acquisition of oil and gas resources. The E&P Division’s growth has continued
unabated throughout the global financial crisis due to the successful management and production of oil and gas
reserves.

Positioned as an owner, operator and investor of an oil and gas asset portfolio, the E&P Division will continue to
pursue further investments in selected African oil and gas producing basins that meet its strategic and financial
criteria and position it for growth.

The following are the entities through which Oando directly and indirectly operates its exploration and production
strategy:

Oando Energy Resources Incorporated (“OER”)

Following the Reverse Takeover of Exile Resources, Oando holds 93.8% in OER, a TSX public listed company. OER
has a portfolio of oil and gas assets in Nigeria and EEZ. OER holds interests in 16 licences for exploration, development
and production of oil and gas concessions. The portfolio of assets is at various stages of upstream operations –
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THE CHAIRMAN ’S LETTER

exploration, development and production. Six assets within its portfolio, OMLs 60-63, OML 125 and Ebendo marginal
field, contribute to a net production capacity currently standing at approximately 45,416boe/d.

2. ENERGY SERVICES DIVISION (“Energy Division”)

The following are companies operating within Oando’s Energy Division:

Oando Energy Services Limited (“OES”)

OES was incorporated on 18 January, 2005 as an indigenous energy services company, and is principally engaged in
the following product service lines:
 Drilling and completion fluids;
 Drill bits and drilling systems; and
 Drilling rigs services.

OES has invested over US$500 million in the acquisition and upgrade of its four rigs and continues to invest heavily
in asset maintenance and integrity programmes with the aim of optimizing operational performance. In addition, the
company recognizes the importance of ensuring its people are adequately trained, and as such uses various learning
and talent development systems to identity and meet the training needs for all individuals within the organisation.

OES is poised to expand its range of services to meet the needs of its clients by introducing new service lines that
complement its existing portfolio. To support this rapid growth, the company is developing its operational base within
the Onne Tax Free Zone. This base which will serve as the central point for coordinating the company’s logistical and
procurement activities, is strategically located close to many of OES’s clients who utilize the Onne facility to support
their operations.

3. GAS & POWER DIVISION (“Gas Division”)

Oando Gas & Power Limited (“OGP”) is the division responsible for the development, operation and management of
Oando PLC’s participation in the gas and power space.

As the largest private sector natural gas distributor and developer of Nigeria’s foremost natural gas distribution
network, OGP distributes and sells natural gas to industrial and commercial off-takers in Nigeria; in addition to
developing and operating power plants. OGP has developed over 230km natural gas pipeline network (c.100km in
Lagos State and 128km traversing Akwa Ibom & Cross River States). With natural gas pipeline capacity of c.101
million standard cubic feet per day (“mmscf/d”), OGP currently delivers gas and power solutions to over 150
customers in Nigeria.

OGP has consistently outperformed its competitors in the Nigerian gas market and is uniquely positioned to grow its
captive and other Independent Power Projects (“IPP”) off the back of its existing gas infrastructure.

Recently, the OGP-led consortium (Oando, AGIP, and NNPC) secured a concession for the development of a gas
processing facility for the Central Franchise Area in Nigeria. When completed, the gas processing facility will support
the Nigerian Gas Master Plan (“NGMP”) in achieving its aspirations for gas availability in the domestic market. This
development will have an initial capacity to process up to 600 mmscf/d.

The following are companies operating within Oando’s Gas and Power Division:

 Oando Gas & Power Limited (“OGPL”)

OGPL was incorporated on 7 August, 2001 for the conceptualization, implementation and management of
opportunities in the natural gas and power sectors.

 Gaslink Nigeria Limited (“Gaslink”)

Gaslink was incorporated on 1 December, 1988 and is the first company in Nigeria to provide retail distribution of
natural gas by pipeline to customers. It is the flagship company and main operating arm of OGP. It presently has the
combined capacity to deliver 101 mmscf/d. It currently operates a 20-year Gas Sale & Purchase Agreement (“GSPA”)
with the Nigerian Gas Company (“NGC”). This agreement grants Oando exclusive rights to distribute natural gas to
industrial energy consumers in the Greater Lagos area. Gaslink has successfully constructed over 100km of pipeline
network (developed in phases) from the NGC city gate to cover Ikeja and the Greater Lagos area and currently has
a customer base of over 140 industrial customers in Lagos.

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Gaslink recently embarked on a further expansion of its Greater Lagos pipeline network (Phase IV Expansion Project)
which would enable more customers have access to natural gas from our distribution network.

 Akute Power Limited (“APL”)

APL was incorporated on 17 January, 2008 to develop and operate an Independent Power Plant to supply electric
power to the Lagos Water Corporation (“LWC”). The project involved the development of a 12.15MW IPP and the
construction of a 13km gas pipeline. The commercial structure provides that APL supplies power under a 10-year
Power Purchase Agreement (“PPA”) with 2 successive five (5) year extensions under a Build-Own-Operate-Transfer
(“BOOT”) structure. Akute Power Limited commenced operations in February, 2010. APL is currently in discussions
with LWC to increase the capacity of the power plant by an additional 12MW to cater for the expansion of the major
production facilities.

 Central Horizon Gas Company (“CHGC”)

CHGC was incorporated as an SPV to acquire, rehabilitate and expand the existing 5km natural gas distribution
pipeline owned by the Rivers State Government. CHGC officially commenced operations in August 2011 for an initial
period of 30 years. CHGC’s total operating capacity is currently c.1.5mmscf/d and its existing network covers the
Trans Amadi Industrial area of Port Harcourt, Rivers State, delivering gas to about 8 industrial customers. Under the
concession agreement, CHGC will rehabilitate, operate, manage, and expand natural gas infrastructure in areas
covering Greater Port Harcourt City, Trans-Amadi and Reclamation Road.

 Alausa Power Limited (“ALPL”)

ALPL developed and currently operates a 10.4MW Independent Power Plant (IPP) that supplies the total power
requirement of the Lagos State Government’s Alausa Secretariat Complex. The project was conceived as a Public
Private Partnership between the State Government and Oando, with Oando developing a power plant, initially sized
at 10.4MW, to provide power to the Lagos State Government under a 10 year Power Purchase Agreement (“PPA”).
The power plant, commissioned in October 2013, includes 6.4MW of gas engine capacity as the primary source of
power and 4MW of diesel engine capacity to serve as backup in the unlikely event of gas supply interruptions. ALPL
is presently reviewing the power consumption requirements of the secretariat complex towards expanding the power
plant capacity.

 Gas Network Services Limited (“GNSL”)

GNSL is the operator of a Compressed Natural Gas (“CNG”) facility and is situated at Ilasamaja on Oshodi-Apapa
Express way in Lagos State. It was developed to ensure the availability of natural gas to customers, who for reasons
of economies of connection, are unable to access gas pipeline supply in the Lagos area and environs. The compression
facility has a capacity of 150,000 standard cubic meters per day (“SCMD”). CNG is compressed into mobile tube
trailers for onward delivery to customer locations. GNSL’s facility also has dispensing points for filling Natural Gas
Vehicles (“NGV”) utilizing CNG as a primary or alternate fuel. GNSL commenced operations in August 2013.

4. SUPPLY & TRADING DIVISION (“Supply Division”)

The Supply Division is the leading indigenous physical trader of petroleum products in the sub-Saharan region,
supplying and trading crude oil and refined petroleum products. The Supply Division trades large volume cargoes to
the major oil marketers in Nigeria as well as to independent marketers. Supply Division currently procures and trades
a broad range of refined petroleum products including Jet A1, LPG, Gasoline, DPK, Diesel and Low/High Pour Fuel
Oil. Supply Division is also involved in the exportation of crude oil. The Supply Division trades regulated products
(i.e. PMS) under the Petroleum Subsidy Fund while deregulated products are traded under supply contracts and on
a spot basis. The Supply Division also has established trade relationships with refiners, marketing and trading
companies in the United States of America, Europe and the far East.

The following are companies operating within Oando’s Supply and Trading Division:

 Oando Supply & Trading Limited (“OS&T”)

OS&T was incorporated on 14 April, 2004 as one half of the products trading arm of the Oando Group. OS&T trades
Jet A1, LPG, Gasoline, DPK, Diesel, Low/High Pour Fuel Oil, Naphtha, Base Oil and Bitumen into Nigeria.

 Oando Trading Limited (Bermuda) (“Oando Trading”)

Oando Trading was incorporated on 15 July, 2004 as the other half of the products trading arm of the Oando Group.
Oando Trading is involved in the trading of crude oil and refined petroleum products in international markets. Oando
Trading is a recognized leader in oil trading, and maintains a presence in the world’s products freight market via
vessels, which are chartered on spot and time charter basis, for delivery of petroleum products to various customers

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THE CHAIRMAN ’S LETTER

worldwide. Oando Trading has positioned itself as the supplier of choice for products supplies in the West African sub
region.

5. MARKETING DIVISION

Oando Marketing PLC (“Oando Marketing”)

Oando’s downstream petroleum marketing business operated as a division of Oando until late 2007 when it was
carved out as a stand-alone entity via a Scheme of Arrangement and became Oando Marketing Limited, a new wholly
owned subsidiary. The company was thereafter converted to a public company in August, 2010 and is currently called
Oando Marketing.

Oando Marketing has continued to be the leading petroleum products marketing company in Nigeria, with one in
every five litres of petroleum products being sold or distributed by Oando Marketing via its network of retail outlets
and strategically located terminals spread across Nigeria. Oando Marketing also has subsidiaries in Ghana and Togo,
operating over 50 service stations in both countries. Oando Marketing trades a wide range of petroleum products
including Premium Motor Spirit (“PMS”), Automotive Gas Oil (“AGO”), Dual-Purpose Kerosene (“DPK”), Aviation
Turbine Kerosene (“ATK”), Low Pour Fuel Oil (“LPFO”), Lubricating Oils, Greases, Bitumen and Liquefied Petroleum
Gas (“LPG”, commonly known as cooking gas). Oando Marketing also has bespoke value adding solutions to meet
the needs of its numerous customers including:

 Oando Value Added Peddling (“VAP”): A unique service which guarantees effective supply of Diesel and
Lubricants to companies with multiple operational sites across Nigeria.

 Oando e-VAP: An electronic enabled variant of VAP where customers can make orders online for products
to be delivered to their homes and offices.

 Oando Vendor Managed Inventory: A special customer service initiative that ensures regular supply of
fuel and lubricants from the premises of the customers.

 Oando Pay-As-U-Gas: An innovative solution that involves on-the-spot dispensing of LPG using a pump
meter into customers’ cylinder.

The following are companies in addition to Oando Marketing, operating within the Marketing Division:

 Oando Ghana Limited (“Oando Ghana”)

Oando Ghana was incorporated on 21 November, 1991. Its scope of business covers the marketing of petroleum
products, export of petroleum products, and export of lubricants to other African countries. Oando Ghana currently
operates 35 retail outlets in Ghana.

 Oando Togo Limited (“Oando Togo”)

Oando Togo was incorporated on 21 September, 1993, having been granted a license to market all grades of
petroleum products and derivatives in March, 1993. Oando Togo markets petroleum products through its 20 retail
service outlets across Togo. It also engages in bulk product trade with clients in Mali, Burkina Faso and Niger Republic.

 Oando Benin Limited (“Oando Benin”)

Oando Benin was incorporated on 9 October, 1996 to further maximize Oando’s business opportunities along the
West African coast.

6. TERMINALS AND LOGISTICS DIVISION (“Terminal Division”)

Oando’s entry into the terminals business completes its presence in all segments of the energy value chain. The
Terminal Division has refocused on the terminal and logistics segment of the value chain, where there is greater
probability of success in the near and midterm driven by our advantaged skills in project development and financing
and reduced exposure to fluctuating government policy. The Terminal Division has incorporated vehicles for these
purposes and for affiliation and partnering with proposed refinery development projects across the country at an
appropriate time.

Apapa SPM Limited (“Apapa SPM”)

Apapa SPM was incorporated on 14 September, 2007 as an SPV for the development of pipeline and single point
mooring systems in response to government calls to the private sector to solve chronic product reception bottlenecks
that stood in the way of price liberalization. The initial project currently near completion will consist of an island jetty
capable of berthing large vessels, a subsea pipeline from the jetty to an existing onshore receiving manifold and new,

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THE CHAIRMAN ’S LETTER

larger diameter onshore pipelines to connect to existing storage facilities. A receiving station onshore will supply
power and other support infrastructure to the jetty.

The system’s maximum theoretical annual throughput capacity is about 3 million metric tonnes. The jetty will allow
the major marketers and large independents along the pipeline route to increase inventory turns at their existing
storage facilities. The project is currently near completion.

CORPORATE S TRATEGY
Oando’s corporate strategy is to create long term shareholder value through the profitable operation and expansion
of its high margin value streams. This is made up of a commitment to de-lever and maintain an optimal capital
structure, favouring long term, bullet repayment, and structured debt. The aim is to deliver solid dividend cash flows
in the mid-term in tandem with consistent value appreciation from selected profitable growth initiatives. In order to
achieve this aim, Oando primarily seeks to pursue growth opportunities that exist in the Upstream and Midstream
businesses. Oando will focus on operational excellence and best in class health, safety, environment and corporate
social responsibility standards, whilst driving the following initiatives:

 Growth through Acquisitions and Portfolio Development

The Company intends to pursue expansion of its upstream oil and gas portfolio through organic and inorganic growth.
The inorganic growth will be driven by the acquisition of producing and near term production assets at competitive
prices, mainly from the IOC’s during their divestment process of assets, in the prolific Niger Delta region and the Gulf
Guinea. The Company will also focus on the development of its current asset portfolio to increase its organic
production, through an aggressive development programme and the short term monetisation of its exploration assets
through keen farm-in agreements and sales.

 Increasing Energy Services Potential

The Company will continue to take competitive advantage of the Nigerian Local Content Policy which requires oilfield
services contracts to be offered first to competent indigenous companies for land and swamp opportunities. Oando
is positioned as the leading preferred domestic oilfield services partner and provider of high value oilfield services.
The Company intends to close 2015 with all four swamp barges under contract and therefrom, to also expand its rig
portfolio to include not only swamp rigs but also rigs for offshore and onshore drilling, as a step towards achieving
this objective. This rig expansion will be driven through partnerships with asset owning contractors seeking to benefit
from Oando’s market knowledge, operator relationships and best in class large scale fleet and supply chain
management.

 Expansion of the Gas and Power Business

Following its recent sale of the EHGC 128km pipeline that ran from Akwa Ibom to Calabar (120 mmscfd capacity),
the Company sees continuing value in extending its exclusive rights to market natural gas to industrial customers.
This is underway in the Greater Lagos area beyond the current franchise date of 2019 and the Company has also
commenced construction of a project-financed 4th segment in the franchise which will add another 30% to the capacity
of the pipeline. Similarly, the Company has commenced construction of its 3rd pipeline franchise, the Central Horizon
Gas pipeline in Port Harcourt, as it continues to create first mover, sole franchisee advantage in future industrial
concentrations. The Company, now versed in captive power generation through the Akute (12.15MW) and Alausa
(10.4MW) IPPs serving Lagos State (the Water Corporation & the Secretariat Complex), will continue down the
captive power solution development, a sub-sector with solid policy frameworks in place and proven profitability. The
Company intends to optimise its current gas and power footprint through growing market share and product
innovation with the recently completed Compressed Natural Gas facility, the ongoing feasibility study for a 400km
gas master plan pipeline execution, participation in NIPP acquisition open access gas processing facilities and
pioneering of mini LNG powered power plants.

 Continued improvement of operational efficiency of the Marketing Business

Oando remains committed to maintaining its market leadership in marketing and supply & trading of petroleum
products. The Company is focusing on improving the margins of the marketing business through technology led cost
management and operational efficiency in a rationalised and higher average throughput retail footprint. The Company
will also pursue supply and trading and storage initiatives across Africa that will see improved earnings in the coming
years. In line with the strategic decision to pursue growth primarily in the upstream and midstream sectors, the
Company remains open to the sales of parts of its downstream business at valuations that reflect its considerable
cost leadership and full value chain (supply & trading, product reception & terminalling and retailing) advantages.

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THE CHAIRMAN ’S LETTER

PURPOSE OF THE I SSUE AND USE OF PROCEEDS

The Rights Issue represents an important step for Oando as the Company will use the net Issue proceeds to de-lever
its balance sheet via repayment of existing financial debt obligations, as well as replenish working capital lines utilized
in the financing of the COP Acquisition.

The Rights Issue is a key step in the overall plan of Management to raise at least US$500 Million in new capital
through equity injections and/or asset sales that will enable the Company boost its long term capital base.

The net Issue proceeds, estimated at N47,270,967,721.12, after deducting the total cost of the Issue, estimated at
N1,508,866,326.88 (representing 3.09% of the Issue), will be applied as follows:

UTILIZATION DESCRIPTION AMOUNT (N) % PERIOD

Deleveraging of To repay debt First Bank of Nigeria Plc 452,352,741 0.96 Immediate
Balance Sheet outstanding to First City Monument Bank Plc 8,880,018,236 18.79 Immediate
various institutions Guaranty Trust Bank Plc 652,039,987 1.38 Immediate
utilised for business Ocean and Oil Development 27,525,537,028 58.23 Immediate
growth and Partners Limited
development
Stanbic IBTC Plc 169,328,549 0.36 Immediate
Zenith Bank Plc 4,905,000,000 10.38 Immediate
42,584,276,540 90.09
Working Capital To augment working capital requirements 4,686,691,181 9.91 6 Months
47,270,967,721 100.00

I MPORTANT N OTE TO THE USE OF PROCEEDS

Oando received US$300 Million (c.N48.9 Billion) from OODP as convertible loans, which was applied towards the
acquisition of COP’s Nigerian businesses. A portion of the amounts being owed by Oando to OODP under the
convertible loan agreements, equivalent to the subscription amount for shares due to OODP under the Rights Issue,
would be applied as OODP's subscription for the Rights Issue.

S TATEMENT OF W ORKING CAPITAL

The Company plans to utilize part of the Rights Issue proceeds to augment its working capital. The Directors are of
the opinion that post Rights Issue, the working capital position of the Company will be improved.

RISK AND M ITIGATING F ACTORS

Business/Company specific risks
These are risks that are unique to Oando which may hamper the Company’s achievement of its business objectives.
These risks include operational failure, accounting and internal control processes, lack of adequate supervision, poor
management, inadequate human resources, inadequate cash flow, poor customer service etc.

 Mitigating Factors: Oando periodically reviews its strategies, policies and procedures to determine their
suitability for the operating environment. Changes are made if management deems it necessary. Furthermore,
the Company’s management and senior staff are trained professionals in relevant sectors with the necessary
knowledge to implement best recommended practices.

Industry/sector risks
The Nigerian energy industry is highly competitive. Energy solutions firms are diversifying into the provision of other
energy services in order to diversify their income streams. There is a risk that the Company may not be able to
compete effectively in the new operating terrain.

 Mitigating Factors: Oando is a recognized brand within the industry. It has also drawn up plans towards
preserving and increasing its market share. These strategies would ensure that the Company continues to remain
relevant in the industry as well as to consolidate its position.

Environmental risks
These are losses that arise due to natural occurrences in the environment. Such events include earthquakes. Our
operations are subject to environmental risks such as oil spills, produced water spills, gas leaks and discharge of
substances and gases that could cause pollution and environmental damage.

 Mitigating Factors: Oando has a rigorous recruitment and training system that ensures only competent
personnel are appointed to positions that are regarded as EHS (Environment, Health and Safety) critical. In
addition to this, the Company ensures that during projects and operations planning, the requisite environmental
risk assessments are done to identify relevant risks and ensure that equipment, processes and/or systems are
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THE CHAIRMAN ’S LETTER

put in place to reduce the likelihood of an environmental incident and/or the impact of such an incident. The
Company only engages in activities where it can demonstrate that the associated risks have been reduced to an
acceptable level, using the company-approved risk assessment matrix (RAM).

The Company has robust engineering and maintenance systems that ensure the integrity of its assets, e.g. there
is a cathodic protection system in place to ensure the integrity of pipelines against corrosion, resulting in
extremely low likelihood of gas leaks.

The Company also has environmental management systems in place, which include emergency preparedness,
response and business contingency plans that highlight potential environmental incidents and specific
procedures, processes or actions that need to be in place to prevent or adequately manage such incidents. These
procedures are risk appropriate and are maintained, reviewed and updated as necessary to ensure their accuracy
and suitability. Responder training and drills are held to assess and continually improve the response plans.

The Company’s businesses are certified to ISO 9001 standards which helps ensure that the quality of processes
are of world class standards. Oando is currently in the process of certifying its businesses to ISO 14001 standards
which will give further credence to the robustness of its environmental management systems.

Financing risk
The banking sector has been influenced by various reforms which has made banks more cautious, and has resulted
in reduced credit availability. The tightening stance of the Central Bank of Nigeria which has resulted in the prevailing
high interest rate environment presents challenges for businesses seeking relatively short term funds. Further, the
sustainability of the Sovereign Debt Note (a guarantee issued by the Federal Government of Nigeria for subsidy
reimbursements), cannot be guaranteed; therefore, Oando could be faced with more stringent financing terms.

 Mitigating Factor: Oando is reputed as one of the top and more credible operators in the downstream segment
of the oil & gas industry, hence its ability to borrow at competitive rates.

Government policy risk

The oil & gas Industry has been undergoing reform in recent years. Other reforms may be promulgated with
unforeseen consequences. Changes in government policy or enactment of new legislations often affect businesses
positively or negatively due to restrictions or new requirements.

 Mitigating Factor: Oando is willing to comply with all relevant government regulations. The Company maintains
a proactive stance regarding government regulations. In addition, the Oil and Gas sector remains one of the
most important sectors of the economy and a key source of Federal Government revenue, therefore it is unlikely
that Government will enact a policy that will adversely affect the industry.

Currency/exchange rate risks

By virtue of its business, Oando is exposed to currency risk which could lead to losses for the Company.

 Mitigating Factor: As part of its business, Oando earns revenue in both local and foreign currency; thus,
providing a hedge against adverse movement in currency.

GENERAL RISK D ISCLOSURE

Shareholders should consult their advisers if in any doubt as to the nature of this investment and its suitability in the
light of their particular circumstances. The value of any securities traded (whether listed or not) are subject to
investment risks, can and do fluctuate, and any individual security may experience upward or downward movements.
There is an inherent risk that losses may be incurred rather than a profit made as a result of buying and selling
securities. Past performance is not a guide to future performance. Certain types of investments may not be suitable
for all investors. However, Oando takes all these risks seriously and has put in place strategic and operational plans
that will aid in adequately responding to the outlook of the market environment in a timely manner in order to
mitigate these risks as much as possible.

CORPORATE GOVERNANCE
Compliance with Code of Corporate Governance

Oando is dedicated to the protection and promotion of shareholders’ interest, hence the Company updates and
reviews its structures and processes regularly in order to implement the best business practice at all times and
consequently ensure a value based performance.

The Company recognizes the importance of adopting best practice principles, its valuable contribution to long-term
business prosperity and accountability to its shareholders. The Company is managed in a way that maximizes long-
term shareholder value and takes into account the interests of all its stakeholders.

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THE CHAIRMAN ’S LETTER

Oando believes that full disclosure and transparency in its business operations are in line with good corporate
governance and best practice; and is implementing principles set out in the Code of Corporate Governance issued by
the Securities & Exchange Commission, Nigeria; Code of Corporate Practice and Conduct contained in the 2002 King
Report; and the Combined Code on Corporate Governance (2006) issued by the Financial Reporting Council, United
Kingdom.

CONCLUSION
As we look ahead, the Board and Management of Oando has full confidence that this strategic step towards optimising
the Company's balance sheet and improving its leverage position will result in stronger earnings and cash flows and
ultimately increase shareholder returns. I encourage all existing shareholders to participate fully in this Issue as
Oando transcends into another chapter of its unprecedented evolution. It is our privilege to continue to build
shareholder value for you over the long term.

Yours faithfully,

HRM Oba Michael Adedotun Gbadebo, CFR

Chairman

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LETTER FROM THE A UDITORS ON GOING CONCERN STATUS

Oando PLC Rights Circular | 23

INCORPORATION BY REFERENCE

The following documents which have previously been published, and have been filed with the SEC, shall be
incorporated in, and form part of, this Rights Circular:

a. The audited financial statements of Oando for the year ended, 31 December, 2013;

b. The audited financial statements of Oando for the year ended, 31 December, 2012;

c. The audited financial statements of Oando for the year ended, 31 December, 2011;

d. The audited financial statements of Oando for the year ended, 31 December, 2010; and

e. The audited financial statements of Oando for the year ended, 31 December, 2009.

Copies of the documents incorporated by reference will be available for inspection during normal business hours on
any weekday (except public holidays), from Wednesday, 03 December, 2014 to Wednesday, 14 January, 2015, at
the registered office of Oando PLC located at 2, Ajose Adeogun Street, Victoria Island, Lagos State, for viewing on
the website of the Company at [Link] and at the offices of any of the Issuing Houses listed on page 11
of this Rights Circular.

Oando PLC Rights Circular | 24

HISTORICAL F INANCIAL INFORMATION

S TATEMENT OF F INANCIAL POSITION (IFRS): 2012 - 3013

The following is a summary of the Group’s Statement of Financial Position as at December 31, 2012 and 2013.

Group Group
In thousands of Naira 2013 2012

Assets

Non-current assets
Property, plant and equipment 172,209,842 130,324,713
Intangible assets 82,232,746 138,853,809
Investments accounted for using the equity method 2,880,478 -
Deferred income tax assets 11,463,002 13,424,518
Available-for-sale financial assets 14,500 1,000
Derivative financial assets 1,220,796 986,278
Finance lease receivables 6,927,207 3,206,008
Deposit for acquisition of a business 69,840,000 67,542,450
Non-current receivables and prepayments 15,412,684 10,618,594
Restricted cash 3,798,258 4,053,050
365,999,513 369,010,420
Current assets
Inventories 19,446,202 18,110,541
Finance lease receivables 782,480 450,377
Derivative financial assets 389,900 -
Trade and other receivables 143,738,804 113,935,243
Available-for-sale financial assets 169,430 148,701
Cash and cash equivalents (excluding bank overdrafts) 23,887,497 13,408,506
188,414,313 146,053,368

Assets of disposal group classified as held for sale 37,483,113 -

Total assets 591,896,939 515,063,788

Equity and Liabilities

Equity attributable to owners of the parent

Share capital 3,411,177 1,137,058
Share premium 98,425,361 49,521,186
Retained earnings 33,937,579 37,142,281
Other reserves 23,217,694 14,412,064
158,991,811 102,212,589
Non controlling interest 3,376,266 3,141,939
Total 162,368,077 105,354,528

Liabilities

Non-current liabilities
Borrowings 71,872,418 75,221,070
Deferred income tax liabilities 20,372,939 17,207,614
Provision for other liabilities & charges 5,091,069 3,562,670
Derivative financial liabilities - 3,486,456
Retirement benefit obligation 2,468,035 2,802,983
Government Grant 206,643 293,941
100,011,104 102,574,734

Current liabilities
Trade and other payables 124,059,301 86,046,357
Derivative financial liabilities 1,527,400 -
Current income tax liabilities 5,643,719 6,417,980
Dividend payable 644,691 651,058
Provision for other liabilities & charges - 353,416
Borrowings 183,412,635 213,665,715
315,287,746 307,134,526

Liabilities of disposal group classified as held for sale 14,230,012 -

Total liabilities 429,528,862 409,709,260

Total equity and liabilities 591,896,939 515,063,788

Oando PLC Rights Circular | 25

HISTORICAL F INANCIAL INFORMATION

S TATEMENT OF COMPREHENSIVE INCOME (IFRS): 2012 - 2013

The following is a summary of the Group’s Statement of Comprehensive Income for the years ended, 31 December,
2012 and 2013.

Group Group
In thousands of Naira 2013 2012

Continuing operations
Revenue 449,873,466 650,565,603
Cost of sales (390,584,435) (580,664,507)
Gross profit 59,289,031 69,901,096

Other operating income 5,135,379 1,637,352

Selling and marketing costs (6,478,374) (7,555,800)
Administrative expenses (41,396,496) (39,557,419)
Operating profit 16,549,540 24,425,229

Finance costs (21,637,777) (13,769,320)

Finance income 5,804,480 3,521,533
Finance costs - net (15,833,297) (10,247,787)

Share of (loss) of investments accounted for using the equity method (3,036) -
Profit before income tax 713,207 14,177,442

Income tax expense (5,389,472) (8,666,859)

(Loss)/profit for the year from continuing operations (4,676,265) 5,510,583

Discontinued operations
Profit for the year from discontinued operations 6,073,191 5,275,734
Profit for the year 1,396,926 10,786,317

Profit attributable to:

Owners of the parent 1,414,462 10,424,491

Non-controlling interest (17,536) 361,826
1,396,926 10,786,317

Earnings per share from continuing and discontinued operations attributable to owners
of the parent during the year: (expressed in kobo per share)

Basic earnings per share

From continuing operations (75) 201
From discontinued operations 98 206
From profit for the year 23 407

Diluted earnings per share

From continuing operations (75) 201
From discontinued operations - -
From profit for the year (75) 201

Oando PLC Rights Circular | 26

HISTORICAL F INANCIAL INFORMATION

S TATEMENT OF CASH F LOWS (IFRS): 2012 – 2013

The following is a summary of the Group’s Statement of Cash flows for the years ended, 31 December, 2012 and
2013.

Group Group
In thousands of Naira 2013 2012

Cash flows from operating activities

Cash generated from operations 62,077,587 52,709,406

Interest paid (23,946,790) (22,652,743)
Income tax paid (5,242,530) (10,390,255)
Net cash from/(used in) operating activities 32,888,267 19,666,408

Cash flows from investing activities

Purchases of property plant and equipment (43,902,237) (20,940,942)

Acquisition of subsidiary, net of cash - 790,209
Disposal of subsidiary, net of cash 1,392,902 -
Deposit for acquisition of a business (2,328,000) (67,542,450)
Investment in associate - -
Available for sale investment - (836)
Acquisition of software (325,720) (782,514)
Purchase of intangible exploration assets (1,485,410) (6,170,373)
Payments relating to pipeline construction (346,363) (16,474,065)
Acquired minority interest - -
Proceeds from sale of property plant and equipment 1,066,367 2,309,209
Interest received 4,124,929 3,521,533
Net cash (used in)/from investing activities (41,803,532) (105,290,229)

Cash flows from financing activities

Proceeds from long term borrowings 63,415,306 18,903,590

Repayment of long term borrowings (62,875,830) (18,236,376)
Proceed from import finance facilities - -
Proceeds from issue of shares 54,578,836 -
Share issue expenses (3,400,542) -
Repayment of finance lease - -
Proceeds from issue of other term loans - -
Proceeds from other short term borrowings 168,723,607 362,923,573
Repayment of other short term borrowings (181,809,004) (304,737,782)
Increase/(decrease) in bank overdrafts - -
Dividend paid (5,116,766) -
Restricted cash 254,792 (1,710,050)
Net cash from/(used in) financing activities 33,770,400 57,142,955

Net change in cash and cash equivalents 24,855,135 (28,480,866)

Cash and cash equivalents and bank overdrafts at the beginning of the year (35,129,477) (6,657,138)
Exchange gains/(losses) on cash and cash equivalents (56,787) 8,527
Cash and cash equivalents at end of the year (10,331,129) (35,129,477)

Cash at year end is analysed as follows:

Cash and bank balance as above 23,887,497 13,408,507
Bank overdrafts (Note 27) (34,218,626) (48,537,984)
(10,331,129) (35,129,477)

Oando PLC Rights Circular | 27

HISTORICAL F INANCIAL INFORMATION

BALANCE S HEET (NGAAP): 2009 - 2011

The following is a summary of the Group’s Balance Sheet as at December 31, 2009, 2010 and 2011.

Group Group Group

In thousands of Naira 2011 2010 2009

Non-current assets
Property, plant and equipment 175,455,217 156,285,722 131,713,072
Intangible assets 23,667,715 23,806,605 23,969,748
Long-term Investments 1,000 1,000 1,000
Deferred tax asset 5,553,035 3,695,549 2,161,298
Long term receivables 34,426,127 25,492,756 18,783,390
239,103,094 209,281,632 176,628,508
Current assets
Inventories 32,458,405 22,386,418 9,693,311
Debtors and prepayments 106,219,743 80,167,578 96,743,166
Short-term investments 193,031 - -
Deferred tax asset 1,856,959 - 6,922,654
Bank and cash balances 21,033,529 12,187,072 25,760,410
161,761,667 114,741,068 139,119,541
Current liabilities 400,864,761 324,022,699 315,748,049
Creditors and accruals 74,017,829 60,467,691 81,398,265
Dividend payable 651,358 651,358 50,123
Deferred tax liability 3,970,742 208,829 923,737
Current income tax liabilities 6,904,218 5,521,737 3,313,947
Convertible debt 2,500,000 - -
Borrowings 119,993,236 71,020,640 140,473,551
208,037,383 137,870,255 226,159,623

Net current (liabilities)/assets (46,275,716) (23,129,187) (87,040,082)

Non-current liabilities
Borrowings 85,591,771 76,348,834 21,247,128
Other non-current liabilities 1,088,241 1,188,784 1,168,808
Deferred tax liability 9,610,331 12,417,400 11,928,511
Provision for gratuity - - -
Provision for other liabilities & charges 4,109,253 3,147,893 2,432,237
100,399,597 93,102,911 36,776,684

Net Assets 92,427,781 93,049,534 52,811,742

Capital and reserves attributable to equity holders

Share capital 1,137,058 905,084 452,542
Share premium account 49,521,186 49,042,111 29,735,182
Revaluation reserve 18,054,794 18,054,794 7,215,257
Retained earnings 22,548,472 23,945,029 14,401,178
91,261,510 91,947,018 51,804,159
Minority interest 1,166,271 1,102,516 1,007,583
Total Equity 92,427,781 93,049,534 52,811,742

Oando PLC Rights Circular | 28

HISTORICAL F INANCIAL INFORMATION

PROFIT AND L OSS ACCOUNTS (NGAAP): 2009 - 2011

The following is a summary of the Group’s Profit and Loss Accounts for the years ended December 31, 2009, 2010
and 2011.

Group Group Group

In thousands of Naira 2011 2010 2009

Turnover 586,619,034 378,925,430 336,859,678

Cost of sales (518,178,147) (324,797,391) (301,282,506)
Gross profit 68,440,887 54,128,039 35,577,172
Selling and marketing costs (7,901,252) (7,220,296) (7,435,802)
Administrative expenses (42,150,326) (22,484,703) (18,087,443)
Interest received 2,533,121 1,468,674 3,570,953
Other operating income 12,456,510 4,174,589 11,713,165
Operating profit 33,378,940 30,066,303 25,338,045
Interest and similar charges (8,825,689) (5,747,458) (11,825,890)
24,553,251 24,318,845 13,512,155
Exceptional items (9,624,853) - -
Profit before taxation 14,928,398 24,318,845 13,512,155
Taxation (11,481,755) (9,943,879) (3,415,176)
Profit after taxation 3,446,643 14,374,966 10,096,979

Attributable to:
Equity holders of the company 3,666,730 14,379,066 10,243,168
Pre acquisition profit - - -
Minority interests (220,087) (4,100) (146,189)
3,446,643 14,374,966 10,096,979

Earnings per share for profit attributable to equity holders of the Company during the year:

Basic earnings per share (kobo) 162 829 1,132

Oando PLC Rights Circular | 29

HISTORICAL F INANCIAL INFORMATION

CASHFLOW STATEMENT (NGAAP): 2009 – 2011

The following is a summary of the Group’s Cash flow Statement for the years ended December 31, 2009, 2010 and
2011.
Group Group Group
In thousands of Naira 2011 2010 2009

Cash flows from operating activities

Net cash flow from operating activities before
changes in working capital 33,255,642 37,940,393 28,093,325
Net decrease/(increase) in working capital (22,445,170) (19,303,810) 35,698,352
Decrease/(Increase) in long term prepayments - - -
Increase/(Decrease) in customers' security deposits - - -
Decrease in pre-operational expenses - - -
Income tax paid (12,882,172) (7,806,099) (5,628,467)
Staff gratuity paid - - -
Net cash (used in)/from operating activities (2,071,700) 10,830,483 58,163,210

Cash flows from investing activities

Purchase of property plant and equipment (27,161,298) (18,745,614) (38,157,748)

Purchase of software - - -
Investment in subsidiaries - - -
Acquisition of subsidiary - - (6,960,390)
Short-term investments (193,031) - -
Payments relating to pipeline construction (9,910,080) (8,615,464) (6,744,918)
Pipeline construction costs recovery 1,866,525 3,753,789 2,796,583
Payment to acquire exploration rights in marginal fields - - -
Investment in exploration activities - - -
Proceeds from sale of property plant and equipment 105,655 318,655 450,955
Signature bonus refunded - - 23,735,950
Interest received 2,533,121 1,468,674 3,570,953
Cash (used in)/from by investing activities (32,759,108) (21,819,960) (21,308,615)

Cash flows from financing activities

Proceeds from long term loans 36,691,445 74,748,659 20,729,492

Repayment of long term loans (19,434,052) (15,715,642) (38,322,707)
Proceed from import finance facilities 10,533,274 9,142,843 19,318,100
Repayment of import finance facilities - - -
Share issue expenses - (1,660,865) -
Proceed from finance lease - - -
Repayment of finance lease (52,938) (111,429) (2,620)
Proceeds from other short term loans 62,071,494 16,486,606 -
Repayment of other short term loans (33,718,041) (93,947,807) (50,716,463)
Increase/(decrease) in bank overdrafts 1,740,220 (4,878,560) 3,865,712
Dividend paid (5,430,508) (2,114,019) (2,664,265)
Issue of shares - 21,118,641 18,412
Interest paid (8,723,631) (5,652,290) (11,746,003)
Net cash from/(used in) financing activities 43,677,263 (2,583,863) (59,520,342)

Net change in cash and cash equivalents 8,846,457 (13,573,339) (22,665,746)

Cash and cash equivalent at the beginning of the year 12,187,072 25,760,411 48,981,689
Exchange difference - - (555,531)
Cash and cash equivalents at end of the year 21,033,529 12,187,072 25,760,411

Cash at year end is analysed as follows:

Cash at bank and in hand 18,158,733 9,209,746 7,103,932
Fixed deposits 2,874,796 2,977,326 18,656,479
21,033,529 12,187,072 25,760,411

Oando PLC Rights Circular | 30

UNAUDITED MANAGEMENT ACCOUNTS

S TATEMENT OF COMPREHENSIVE INCOME

The following is the 6 months summary of the Group’s Unaudited Statement of Comprehensive Income for the period
ending 30 June, 2014.

In thousands of Naira Group

Turnover 194,557,883

Cost of sales (144,052,215)

Gross profit 50,505,668

Selling and marketing costs (2,733,451)

Administrative expenses (25,203,420)

Other operating income 1,124,885

Operating profit 23,693,682

Finance income 2,710,161

Finance costs (13,922,563)

Net finance (costs)/income (11,212,402)

Share of loss of investments accounted for using the equity method 51,690

Profit before taxation 12,532,970

Taxation (3,552,951)

Profit after taxation 8,980,019

Attributable to:

Equity holders of the company 10,932,315

Non-Controlling interests (1,952,296)

8,980,019

Oando PLC Rights Circular | 31

UNAUDITED MANAGEMENT ACCOUNTS

S TATEMENT OF F INANCIAL POSITION

The following is the summary of the Group’s Unaudited Statement of Financial Position as at 30, June, 2014.

In thousands of Naira Group

Non-current assets
Property, plant and equipment 178,564,138
Intangible assets 82,509,913
Investments accounted for using the equity method 2,932,168
Deferred income tax assets 7,762,113
Available-for-sale financial assets 14,500
Investment in subsidiaries -
Derivative financial assets 1,630,018
Finance lease receivables 6,544,428
Deposit for acquisition of a business 85,376,500
Non-current receivables and prepayments 18,690,273
Restricted cash 5,785,542
389,809,593

Current assets
Inventories 24,869,370
Finance lease receivables 782,480
Trade and other receivables 190,378,611
Derivative financial assets 1,220,796
Available-for-sale financial assets 169,430
Cash and cash equivalents (excluding bank overdrafts) 50,855,376
268,276,063
658,085,656
Assets of disposal group classified as held for sale -

Current liabilities
Trade and other payables 175,474,164
Derivative financial liabilities 1,132,033
Current income tax liabilities 7,431,682
Dividend payable 1,644,692
Provision for other liabilities & charges -
Borrowings 175,433,514
361,116,085

Liabilities of disposal group classified as held for sale -

Net current (liabilities)/assets (92,840,022)

Non-current liabilities
Borrowings 63,243,747
Deferred income tax liabilities 18,178,956
Provision for other liabilities & charges 5,083,651
Derivative financial liabilities 2,963,321
Other long term payable -
Retirement benefit obligation 2,753,229
Government Grant 162,995
92,385,899

Net Assets 204,583,672

Capital and Reserves attributable to equity holders

Share capital 4,434,530
Share premium account 130,210,711
Retained earnings 40,382,413
Other reserves 19,737,411
194,765,065

Non-Controlling interest 9,818,607

Total Equity 204,583,672

Oando PLC Rights Circular | 32

UNAUDITED MANAGEMENT ACCOUNTS

S TATEMENT OF CASHFLOW
The following is a summary of the Group’s Unaudited Statement of Cashflow Statement as at 30, June, 2014.

In thousands of Naira Group

Cash flows from operating activities 39,022,399

Interest paid (13,163,060)

Income tax paid (815,091)
Net cash from/(used in) operating activities 25,044,248

Cash flows from investing activities

Purchases of property plant and equipment (13,261,027)

Acquisition of subsidiary, net of cash -
Disposal of subsidiary, net of cash 4,575,031
Deposit for acquisition of a business (15,536,500)
Acquisition of software (12,613)
Purchase of intangible exploration assets (423,304)
Payments relating to pipeline construction -
Proceeds from sale of property plant and equipment -
Interest received 2,710,161

Cash used in by investing activities (21,948,252)

Cash flows from financing activities

Net proceeds from long term borrowings -

Net repayment of long term borrowings (6,331,662)
Proceeds from issue of shares 32,808,703
Share issue expenses -
Repayment of finance lease 7,762,000
Net proceeds from other short term borrowings -
Net repayment of other short term borrowings (6,082,865)
Dividend paid -
Restricted cash (1,987,284)
Net cash from/(used in) financing activities 26,168,892

Net change in cash and cash equivalents 29,264,888

-
Cash and cash equivalents and bank overdrafts at the beginning of the year (10,331,129)
-
Exchange gains/(losses) on cash and cash equivalents -
-
Cash and cash equivalents at end of the year 18,933,759

Cash at year end is analysed as follows:

Cash and bank balance as above 50,855,376
Bank overdrafts (Note 25) (31,921,617)
18,933,759

Oando PLC Rights Circular | 33

STATUTORY AND GENERAL I NFORMATION

I NCORPORATION AND S HARE CAPITAL HISTORY

Oando commenced operations in 1956 as a petroleum marketing company in Nigeria under the name ESSO West
Africa Incorporated, a then subsidiary of Exxon Corporation of the USA. On 25 August 1969, the company was
incorporated under Nigerian law as Esso Standard Nigeria Limited. In 1976, the Federal Government bought Exxon’s
interest in the Company and was consequently branded Unipetrol Nigeria Limited. The Company became a public
limited company in 1991 and was listed on the NSE in February 1992. In August 2002, Unipetrol acquired a 60%
stake in Agip, and both companies subsequently merged to form an enlarged Unipetrol which was re-branded Oando
PLC. Oando was subsequently listed on the JSE on 25 November 2005.

On July 24, 2012, the Company acquired a 94.6% stake in Exile Resources Inc., a Canadian public company whose
shares are listed on the Toronto Stock Exchange (the “TSX”), through a RTO which saw the transfer of the upstream
exploration and production division of the Company to Exile, now renamed Oando Energy Resources Inc. The
Company became the first Nigerian company to have three trans-border listings – the NSE, JSE and TSX.

Oando had an initial authorized share capital of N4 Million comprising 4 Million ordinary shares of N1.00 each, which
were all issued and fully paid. As at the date of this Rights Circular, the authorized share capital of the Company is
N7.5 billion comprising 15 Billion ordinary shares of 50 Kobo each, of which N4,434,530,369.00 comprising
8,869,060,738 ordinary shares of 50 kobo each have been issued and fully paid up. The changes to the Company’s
authorized and issued share capital since incorporation are summarized below:

Year Authorised (N) Issued & Fully Paid-up (N) Consideration

Date Increase Cumulative Increase Cumulative Cash/Bonus
1969 0 4,000,000 0 4,000,000 Cash
1978 3,000,000 7,000,000 2,100,000 6,100,000 Cash
1987 43,000,000 50,000,000 33,900,000 40,000,000 Cash
1991 10,000,000 60,000,000 0 40,000,000 -
1993 40,000,000 100,000,000 10,000,000 50,000,000 Bonus
1995 0 100,000,000 12,500,000 62,500,000 Cash
1998 0 100,000,000 15,625,000 78,125,000 Bonus
2001 50,000,000 150,000,000 0 78,125,000 -
Bonus, Loan stock
2002 150,000,000 300,000,000 70,129,233 148,254,233 conversion and Agip
share exchange
2003 0 300,000,000 14,825,423 163,079,656 Bonus
2004 0 300,000,000 40,769,914 203,849,570 Bonus
2005 0 300,000,000 82,300,879 286,150,449 Cash
2005 100,000,000 400,000,000 0 286,150,449 -
Share exchange under
2007 100,000,000 500,000,000 90,884,813 377,035,262 Scheme of
Arrangement
2008 0 500,000,000 75,407,052 452,442,314 Bonus
2009 0 500,000,000 100,000 452,542,314 Staff Share Scheme
2009 500,000,000 1,000,000,000 0 452,542,314 -
2010 2,000,000,000 3,000,000,000 150,847,438 603,389,752 Rights Issue
2010 0 3,000,000,000 301,694,876 905,084,628 Bonus Issue (1:2)
2011 0 3,000,000,000 226,271,157 1,131,355,785 Bonus Issue (1:4)
2011 0 3,000,000,000 5,703,284 1,137,059,069 Staff Share Scheme
2012 2,000,000,000 5,000,000,000 0 1,137,059,069 -
2013 0 5,000,000,000 2,274,118,138 3,411,177,207 Rights Issue
2014 0 5,000,000,000 1,023,353,162 4,434,530,369 Special Placing
2014 2,500,000,000 7,500,000,000 0 4,434,530,369 -

Oando PLC Rights Circular | 34

STATUTORY AND GENERAL I NFORMATION

S HAREHOLDING STRUCTURE
As at 30 June, 2014, the 8,869,060,738 ordinary shares of 50 kobo each in the issued ordinary share capital of the
Company were beneficially held as follows:

Shareholder No. Of Ordinary shares Held %

Ocean and Oil Development Partners 5,004,643,096 56

Other shareholders - Individuals and Institutions 3,864,417,642 44

Total 8,869,060,738 100

No shareholder other than Ocean and Oil Development Partners Limited holds more than 5% of the issued share
capital of the Company as at 30 June, 2014.

D IRECTORS’ BENEFICIAL I NTERESTS

The interests of the Directors of Oando in the issued share capital of the Company as recorded in the Register of
Members as at 30 June, 2014 and as notified by them for the purpose of Section 275 (1) of the Companies & Allied
Matters Act Cap C20 LFN 2004 are as follows:

Directors Direct Indirect Total Percentage

Shareholding Shareholding Shareholding Holding (%)

HRM Oba A. Gbadebo, CFR 262,500 Nil 262,500 0.002960

Mr. Jubril Adewale Tinubu Nil 3,670,995 3,670,995 0.041391
Mr. Omamofe Boyo Nil 2,354,713 2,354,713 0.026550
Mr. Mobolaji Osunsanya 202,491 1,890,398 2,092,889 0.023598
Mr. Olufemi Adeyemo 75,000 1,723,898 1,798,898 0.020283
Chief Sena Anthony 299,133 Nil 299,133 0.003373
Mr. Oghogho Akpata Nil Nil Nil -
Ammuna Lawan Ali Nil Nil Nil -
Engr. Yusuf K. J. N’ije Nil Nil Nil -
Ms. Nana Afoah Appiah-Korang Nil 39,434,046 39,434,046 0.444625
Mr. Francesco Cuzzocrea Nil Nil Nil -
Ms. Ayotola O. Jagun (Company Secretary) Nil 100,560 100,560 0.001134

S TATUS OF UNCLAIMED D IVIDEND

As at 30 June, 2014, the value of the total amount for unclaimed dividends of Oando was N1,140,765,615.60 (One
Billion, One Hundred and Forty Million, Seven Hundred and Sixty Five Thousand, Six Hundred and Fifteen Naira, Sixty
Kobo only). This total amount is domiciled with First Bank of Nigeria PLC (Marina Branch).

In addressing the issue of unclaimed/unpaid dividend, the Company publishes a schedule of unclaimed dividends in
its Annual Report, circulated to all shareholders of the Company. In addition, requests for revalidation of old dividend
warrants and/or non-receipt of dividends complaint are continuously forwarded to the Registrar for revalidation or
re-issue as the case may be to enable shareholders receive value on their investment.

The Company is actively promoting the e-dividend campaigns to facilitate immediate credit of the holder’s bank
account once dividend is declared by the company thus ensuring subsequent dividends do not become unclaimed.
This is achieved by including “e-dividend mandate forms” in the annual reports distributed to shareholders to ensure
mandates are updated.

Oando PLC Rights Circular | 35

STATUTORY AND GENERAL I NFORMATION

I NDEBTEDNESS
As at 31 December, 2013, the Company had the following current and non-current borrowings in the ordinary course
of business.

Non-current N’000
Bank loans 71,872,418
Other third party debt -
Total 71,872,418

Current N’000
Bank overdraft 34,218,626
Bank loans 146,681,886
Other third party debt 2,512,123
Total 183,412,635

CORPORATE GOVERNANCE
Compliance with Code of Corporate Governance

Oando is dedicated to the protection and promotion of shareholders’ interests. The Company recognises the
importance of the adoption of superior management principles, its valuable contribution to long term business
prosperity and accountability to its shareholders.

The Company complies with the requirements of the corporate governance standards in Nigeria and South Africa.
According to the Securities and Exchange Commission’s Code of Corporate Governance for Public Companies in
Nigeria (the “Code”), the composition of the Board of Directors should ensure diversity of experience without
compromising compatibility, integrity, availability and independence, and it should consist of a mix of not more than
15 Executive and Non-Executive Directors headed by a Chairman. In addition, the positions of the Chairman and the
Chief Executive Officer should be held by different persons, in order to avoid undue concentration of power. The
Company complies with all these principles.

The Company has adopted a Code of Business Conduct & Ethics which defines the Company’s mission within a
corporate governance framework. The Code was approved by the Board in December 2007 and is applicable to all
employees (including contract staff and third party personnel seconded to the Company), managers as well as
directors and business partners of the Company. It also requires all Directors and employees to be trained and
annually certified on the salient provisions of the Company’s Code of Business Conduct & Ethics.

Board of Directors - Governance Structure

The Board of Directors of the Company is responsible for setting the strategic direction of the Company and for
overseeing and monitoring its business affairs. The Board ensures that the Company is fully aware of its responsibility
to all relevant stakeholders in the conduct of its operations. The Board is responsible for the development and
implementation of sustainable policies, which reflect the Company’s recognition of its responsibility to all stakeholders
who are affected by the Company in the performance of its operations which include customers, employees,
shareholders, communities and the environment.

Oando’s Board of Directors recognises the importance of best corporate governance principles, its valuable
contribution to long term business prosperity and accountability to its shareholders.

The Board’s Authority

The Board of Directors’ scope of authority is set forth in the Company’s Delegation of Authority in conformity with
relevant legislation and best practice recommendations.

There is a formal schedule of matters reserved for the decision of the Board, which is reviewed regularly. This includes
(inter alia):

 Strategy and objectives;

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STATUTORY AND GENERAL I NFORMATION

 Business plans and budgets;

 Changes in capital and corporate structure;
 Accounting policies and financial reporting;
 Internal controls;
 Major contracts;
 Capital projects;
 Acquisitions and disposals;
 Communications with shareholders; and
 Board membership.

Board’s Composition and Independence

Oando’s Board of directors currently comprises of 11 directors with a broad range of expertise that covers the oil
sector, the Company’s main business and the geographical areas. Each individual Director has experience,
knowledge, qualifications, expertise and integrity necessary to effectively discharge the duties of the Board of
Directors.

The Company believes that experienced Directors with diverse industry background are essential for the provision of
a successful strategic direction for the Company. The composition, competencies and mix of skills are adequate for
its oversight duties and the development of the corporate vision and strategy.

In line with corporate governance best practice, the Board has four independent non-executive directors and two
non-independent non-executive directors on its Board to maintain balance of interest and ensure transparency and
impartiality. The Board of Directors through its Governance & Nominations Committee establishes which members
are independent and it also recommends the appropriate size of the board. The size of the Board is predetermined
by Article 78 of the Company’s Articles of Association.

Board Committees

Under the Company’s Articles, the Directors may appoint Committees consisting of members of the Board and such
other persons as they think fit and may delegate (any of their powers) to such Committees. The Committees are
required to use their delegated powers to conform to the regulations laid down by the Board. Committee members
are expected to attend each Committee meeting, unless exceptional circumstances prevent them from doing so. All
the Committees have terms of reference which guides them in the execution of their duties. Each Committee reports
to the Board of Directors. Each Committee provides draft recommendations to the Board on matters that fall within
the Board’s ambit. The following Committees are currently operating at the Board level:

 Audit Committee (a Statutory Committee with shareholder members);

 Strategic Planning and Finance Committee;
 Governance and Nominations Committee; and
 Risk, Environmental, Health, Safety, Security and Quality Committee.

Re-election of Directors

A maximum of one third of the Directors, who are the longest in office since their last appointment are required to
retire by rotation and are eligible for re-election.

Board Duties and Responsibilities

Directors act in good faith, with due care and in the best interests of the Company and all its shareholders – and not
in the interests of any particular shareholder – on the basis of relevant information. Each Director is expected to
attend all Board of Directors meetings and applicable Committee meetings.

The Company does not prohibit its Directors from serving on other Boards as Directors. Directors are however,
expected to ensure that other commitments do not interfere with the discharge of their duties. Directors shall not
divulge or use confidential or insider information about the Company.

The Board in discharging its duties adopts the best practice principles, some of which are highlighted thus:
Oando PLC Rights Circular | 37
STATUTORY AND GENERAL I NFORMATION

 The Company believes that the Chairman of the Board should be a Non-Executive Director.
• To maintain balance of interest and ensure transparency and impartiality, a number of the Directors are
independent. The independent Directors are those who have no material relationship with the Company
beyond their Directorship.
Directors abstain from action that may lead to conflict of interest and are to ensure they shall comply with the
Company’s Policy on Related Party Transactions.

S UBSIDIARIES AND ASSOCIATE COMPANIES

As at the date of this Rights Circular, the Company had the following subsidiaries and associates:

SUBSIDIARIES COUNTRY OF SHAREHOLDING

INCORPORATION (%)
Ajah Distribution Company Limited Nigeria 100.00
Akute Power Limited Nigeria 100.00
Alausa Power Limited Nigeria 100.00
Apapa SPM Limited Nigeria 100.00
Churchill Finance C300-0462 Limited Bermuda 100.00
Central Horizon Gas Co. Ltd Nigeria 51.00
Gasgrid Nigeria Limited Nigeria 100.00
Gaslink Nigeria Limited Nigeria 97.24
Lekki Gardens Power Limited Nigeria 100.00
OES Integrity British Virgin Island 100.00
OES Passion Bermuda 100.00
OES Professionalism Limited Nigeria 100.00
OES Respect Limited British Virgin Island 100.00
OES Teamwork Limited British Virgin Island 100.00
Oando Akepo Limited Nigeria 60.00
Oando Benin Benin 92.90
Oando Energy Resources Inc. Canada 94.60
Oando Energy Services Limited Nigeria 100.00
Oando Exploration & Production Limited Nigeria 100.00
Oando Gas & Power Limited Nigeria 100.00
Oando Lekki Refinery Limited Nigeria 100.00
Oando Logistics and Services Limited United Kingdom 100.00
Oando Marketing Plc Nigeria 100.00
Oando Petroleum Development Co. Ltd Nigeria 100.00
Oando Properties Limited Nigeria 100.00
Oando Qua Ibo Limited Nigeria 100.00
Oando Resources Limited Nigeria 100.00
Oando Reservoir and Productions Limited Nigeria 100.00
Oando Supply and Trading Limited Nigeria 100.00
Oando Terminals and Logistics Nigeria 100.00
Oando Trading Limited Bermuda 100.00
Oando Wings Development Limited Nigeria 25.80
Oando Ghana Limited Ghana 82.90
Oando Togo S.A Togo 75.00

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STATUTORY AND GENERAL I NFORMATION

I NDIRECT S HAREHOLDING
COMPANY COUNTRY OF SHAREHOLDING
INCORPORATION (%)
Aqua Exploration Limited Bahamas 81.50
Clean Cooking Fuel Investments Limited Nigeria 100.00
Equator Exploration Limited (Congo) Congo 81.50
Equator Exploration Nigeria JDZ Block 2 Limited Nigeria 81.50
Equator Exploration Nigeria 321 Limited Nigeria 100.00
Equator Exploration Nigeria 323 Limited Nigeria 81.50
Equator Exploration Nigeria OML 122 Limited Nigeria 81.50
Equator Exploration Ltd British Virgin Island 81.50
Equator Exploration OML (122) Limited British Virgin Island 81.50
Gaslink Benin Ltd Benin 100.00
Gaslink Ghana Ltd Ghana 100.00
Oando Liberia Liberia 100.00
Oando Servco Nigeria Ltd Nigeria 100.00
Oando Sierra Leone Limited Sierra Leone 80.00
Oando OML 125 & 134 (BVI) Limited British Virgin Island 100.00
Oando Netherlands Holdings 1 Cooperatief U.A Netherlands 92.90
Gas Network Services Limited Nigeria 100.00
Oando Netherlands Holdings 2 B.V Netherlands 92.90
Oando Netherlands Holdings 3 B.V Netherlands 92.90
Oando Servco Netherlands B.V Netherlands 92.90

CLAIMS AND L ITIGATIONS

There are a total of nine (9) cases against the Company with a total monetary amount of N983,460,141.55 (Nine
Hundred and Eighty Three Million, Four Hundred and Sixty Thousand, One Hundred and Forty One Naira and Fifty
Five Kobo only).

Three (3) of the cases are pending at the Court of Appeal. Of the three cases, two (2) were instituted against the
Company as Respondent, while the Company instituted one (1) case as Appellant. The monetary claim in all three
cases is approximately US$175,000.00 (One Hundred and Seventy Five Thousand Dollars only) and N16,250,000.00
(Sixteen Million, Two Hundred and Fifty Thousand Naira only).

One case has been instituted against the Company at the National Industrial Court and another case has been
instituted against the Company at arbitration. There is no monetary claim in the case at the National Industrial Court.
The monetary claim in the case at arbitration is N8,662,203.20 special damages (with 20% interest from July 2011
until an award is made and thereafter, 10% interest until payment) and N2 million as general damages.

In addition to the foregoing cases, the Company has instituted one (1) case against the Federal Board of Inland
Revenue (FBIR) and one (1) case against the Federal Inland Revenue Service (FIRS) at the Tax Appeal Tribunal
(TAT). The Company has also filed one (1) appeal against the FIRS at the Federal High Court and one (1) appeal
against the FBIR at the Court of Appeal in connection with cases in which judgment had previously been delivered
against it at the TAT and the Federal High Court, respectively. The total monetary claim in dispute in all the cases is
approximately N954,760,141.55 (Nine Hundred and Fifty Four Million, Seven Hundred and Sixty Thousand, One
Hundred and Forty One Naira and Fifty Five Kobo only).

The Company’s actual liability in the cases instituted against it will be as eventually determined by the courts upon
conclusion of the matters. It is our opinion that the liability that may be incurred by the Company from the cases
instituted against it should not have any material adverse effect on the Issue.

The Company’s directors are also of the opinion that the cases mentioned above are not likely to have any material
adverse effect on the Company and/ or the Issue, and are not aware of any other material pending and or threatened
claims or litigation involving the Company.

Oando PLC Rights Circular | 39

STATUTORY AND GENERAL I NFORMATION

COSTS AND E XPENSES

The costs and expenses of this Issue including fees payable to the SEC, the NSE, the JSE and professional parties,
filing fees, legal fees, and other expenses, brokerage commission and the costs of printing and advertising the Issue
are estimated at N1,508,866,326.88 representing approximately 3.09% of the total amount to be raised.

RELATIONSHIP BETWEEN THE I SSUER AND THE I SSUING HOUSES/OTHER ADVISERS

As at the date of this Rights Circular, Mr. Oghogho Akpata, a Director of Oando, is also a Partner at the law firm of
Templars, who are acting as Solicitors to the Company. The Issuing Houses/other Advisers may also hold the ordinary
shares of Oando in their proprietary position or for investment purposes.

Save as disclosed, there is no other relationship between Oando PLC and its Advisers except in the ordinary course
of business.

M ATERIAL CONTRACTS
The following agreements have been entered into and are considered material to this Rights Issue:

1. A Vending Agreement dated 13 November, 2014 by which Vetiva Capital Management Limited, FBN Capital
Limited, FCMB Capital Markets Limited, Marina Securities Limited, Stanbic IBTC Capital Limited and Zenith
Capital Limited have agreed to offer by way of rights 2,217,265,184 ordinary shares of 50 kobo each at
N22.00 per share in the ratio of one (1) new ordinary share for every four (4) ordinary shares of 50 Kobo
each held as at the close of business on Friday, 25 July, 2014 for those shareholders in Nigeria whose
names appear on the Register of Members and transfer books of the Company and shareholders in South
Africa whose names appear on the Register of Members and transfer books as at the close of business on
the Friday prior to the Rights Issue opening date;

2. Facility Agreement (“Facility Agreement”) dated 23 June, 2011, between Oando plc , certain subsidiaries
of Oando and the Lenders, for the refinancing of an existing N60 billion (Sixty Billion Naira) medium term
loan facility made available to Oando on 06 April, 2010;

3. Security Deed, dated 9 October, 2009, as amended by the Supplemental Security Trust Deeds, dated 28
April, 2010 and 26 June, 2011, respectively, between Oando and First Trustees Nigeria Limited, pursuant
to which Oando charged its assets as security for the facility granted to it under the Facility Agreement;

4. Share Charge, dated 26 June, 2011, between Oando and First Trustees Nigeria Limited, pursuant to which
Oando charged its shares in certain subsidiaries (namely; Oando Marketing Plc, Oando Supply & Trading
Limited, Oando Energy Services Limited, Oando Exploration & Production Limited and Oando Gas & Power
Limited) as security for the facility granted to Oando under the Facility Agreement;

5. Accounts Charge Deed, dated 26 June 2011, between Oando and First Trustees Limited, entered into
further to the Facility Agreement;

6. Facility Agreement between Oando Energy Resources Inc. (OER) and the Company, dated 30 May 2013
(as amended by Amendment Agreements dated 30 September 2013, 28 November 2013, and 16 December
2013) (the “First OER Facility Agreement”), pursuant to which the Company granted to OER (i) a US$362
million facility for the purpose of refinancing a US$345 million facility granted to OER by the Company in
accordance with a December 2012 facility agreement, (ii) a US$24 million facility for OER’s general
corporate purposes, and (iii) a US$19 million facility for the funding of certain payments to ConocoPhil lips
Company in relation to acquisition of assets;

7. Facility Agreement dated 24 December 2013 between the Company and OER, pursuant to which the
Company granted a US$200 million facility to OER (the “Second OER Facility Agreement”);

8. Facility Agreement (the “Consolidated Facility Agreement”) dated 10 February 2014 between the Company
and OER, consolidating the existing facilities granted pursuant to the First OER Facility Agreement into a
single facility of US$400,663,500 and increasing the Second OER Facility to US$800 million resulting in a
total facility amount of US$1.2 billion;

9. Deed of Repayment between OER and the Company, dated 30 May 2013, pursuant to whi ch the parties
agreed that OER may repay amounts outstanding under the Facility Agreement dated 30 May 2013 by
issuing shares in OER to the Company;

10. Convertible Note purchase Agreement dated 23 December 2013, between Ocean and Oil Development
Partners Limited (OODP) and the Company, pursuant to which the Company agreed to issue Notes in an
aggregate principal amount of N1,980,000,000 in settlement of amounts owed to OODP;

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STATUTORY AND GENERAL I NFORMATION

11. Deed of Repayment dated 26 February 2014, between the Company and OER, pursuant to w hich the
parties agreed that OER may repay amounts outstanding under the Consolidated Facility Agreement by
issuing shares in OER to the Company;

12. Share Purchase and Sale Agreement dated 24 December 2013, between the Company and Ayotola Jagun,
and Seven Energy International Limited for the sale of 100% shares in East Horizon Gas Company Limited;

13. Convertible Note Purchase Agreement dated 16 January 2014, between OODP (the Noteholder) and the
Company, pursuant to which the Company agreed to issue Notes in a principal amount of US$100 million
in settlement of amounts owed to the OODP by the Company;

14. Convertible Note Purchase Agreement dated 13 February 2014, between OODP and the Company, pursuant
to which the Company agreed to issue Notes in an aggregate principal amount of US$150 million to the
Noteholder in settlement of amounts owed to OODP;

15. Convertible Note Purchase Agreement dated 23 July 2014, between OODP and the Company, pursuant to
which the Company agreed to issue Notes in an aggregate principal amount of US$50 million to the
Noteholder in settlement of amounts owed to OODP; and

16. Convertible Note Purchase Agreement dated 4 July 2014, between QPR Limited and the Company, pursuant
to which the Company agreed to issue Notes in an aggregate principal amount of N16.4 billion to QPR
Limited in settlement of amounts owed to QPR Limited.

Other than as stated above, the Company has not entered into any material contract except in the ordinary course
of business.

D ECLARATIONS
Except as otherwise disclosed in this Rights Circular:

1. No share of Oando is under option or agreed conditionally or unconditionally to be put under option other than
it may have been agreed under the Oando Staff Equity Participation Scheme, exercisable pursuant to the ECP
convertible notes, the OODP convertible notes or pursuant to the Ocean and Oil Holdings Limited share option.

2. No commissions, discounts, brokerages or other special terms have been granted by Oando to any person in
connection with the offer or sale of any share of the Company;

3. Save as disclosed herein, the Directors of Oando have not been informed of any holding representing 5% or
more of the issued share capital of the Company;

4. There are no founders’, management or deferred shares or any options outstanding in Oando other than it may
have been agreed under the Oando Staff Equity Participation Scheme, options exercisable pursuant to the Ocean
& Oil Investments Limited convertible notes or pursuant to the Ocean and Oil Holdings Limited share option;

5. There are no material service agreements between Oando or any of its Directors and employees other than in
the ordinary course of business;

6. There are no long term service agreements between Oando and any of its Directors and employees except
Pension Agreements;

7. No Director of the Company has had any interest, direct or indirect, in any property purchased or proposed to
be purchased by the Company in the five years prior to the date of this Rights Issue; and

8. No Director or key management staff of the Company is or has been involved in any of the following:

a) A petition under any bankruptcy or insolvency laws filed (and not struck out) against him/her or any
partnership in which he/she is or was a partner or any company of which he/she is or was a Director or key
personnel;

b) A conviction in a criminal proceeding or is named subject of pending criminal proceedings relating to fraud
or dishonesty; and

c) The subject of any order, judgement or ruling of any court of competent jurisdiction or regulatory body
relating to fraud or dishonesty, restraining him/her from acting as an investment adviser, dealer in
securities, Director or employee of a financial institution and engaging in any type of business or activity.

RELATED PARTY T RANSACTIONS

During the last financial year ended 31 December, 2013, transactions were conducted between Oando and other
affiliate companies. Such transactions include:

Oando PLC Rights Circular | 41

STATUTORY AND GENERAL I NFORMATION

a) Shareholder Agreements dated July 24, 2012 between the Company and Oando Netherlands Holding 2 BV
(Holdco 2) in respect of Oando Akepo Limited (Oando Akepo); the Company and Oando Netherlands
Holding 3 BV (Holdco 3) in respect of Oando Petroleum Development Company Limited (“OPDC2”) (which
owns 95% of the shares of OPDC); the Company and Oando OML 125 & 134 BVI in respect of Oando OML
125&134, as well as shareholder agreements dated April 30, 2013 between the company and Oando
Netherlands Holding 4 BV (Holdco 4) and Oando Netherlands Holding 5 BV (Holdco 5) in respect of Oando
Qua Ibo Limited (OQIL) and Oando reservoir and Production Services Limited (ORPSL), respectively. The
Company owns Class A shares and each of Holdco 2, Holdco 3, Oando OML 125&134 BVI, Holdco 4 and
Holdco 5 (together the “Holdco Associates”) owns Class B shares, in each of Oando Akepo, OPDC2, Oando
OML 125&134, OQIL and ORPSL (the “Operating Associates”), respectively. Ownership of the Class A
shares by the Company provides it with 60% voting rights but no rights to receive dividends or
distributions from the applicable Operating Associate, except on liquidation or winding up. Ownership of
the Class B shares entitles the Holdco Associates to 40% voting rights and 100% dividends and
distributions, except on liquidation or winding up. Pursuant to each of these agreements, the Company,
on the one hand, and the respective Holdco Associates, on the other hand, agreed to exercise their
respective ownership rights in accordance with the manner set forth in the shareholder agreements.
Pursuant to the shareholder agreements, each of the Company and the respective Holdco Associate is
entitled to appoint two directors to the board of Oando Akepo, OPDC2, Oando OML 125&134, OQIL and
ORPSL respectively, with the Holdco Associate being entitled to appoint the Chairman, who has a casting
vote. In addition, the applicable Holdco Associate has the power to compel the company to sell its Class
A shares for nominal consideration. No amounts have been paid or are due to be paid by either party to
the other under the Shareholder Agreements.

b) Right of First Offer Agreement (“ROFO Agreement”) dated September 27, 2011, as amended, between the
Company and OER:

Pursuant to the ROFO Agreement, OER has the right to make an offer to the Company in respect of certain
assets owned by the Company in accordance with the terms of the ROFO Agreement. No amounts have
been paid or are due to be paid under the ROFO Agreement as of 27 September 2013, the previously
agreed termination date (2012: nil). However, on September 27, 2013, the ROFO Agreement was
amended. The amendment terminates the initial ROFO agreement on the first date on which the Company
no longer holds, directly or indirectly, at least 20% of the issued and outstanding common shares of OER.
OER owed N1.4 billion (US$9.3 million) to the Company under the amended ROFO Agreement for the
acquisition of OQIL and ORPSL (2012: nil). The payables and receivables have been eliminated on
consolidation.

c) Referral and Non-Competition Agreement dated July 24, 2012 between the Company and OER:

Pursuant to this agreement, the Company is prohibited from competing with OER except in respect of the
assets referred to in the ROFO Agreement until the later of July 25, 2014 and such time as the Company
owns less than 20% of the shares of OER. The Company is also required to refer all upstream oil and gas
opportunities to OER pursuant to this agreement. In addition, in the event that the Company acquired any
upstream assets between September 27, 2011 and July 24, 2012, the Company is required to offer to sell
these assets to OER at a purchase price consisting of the amount paid by the Company for the assets,
together with all expenses incurred by the company to the date of the acquisition by OER, plus an
administrative fee of 1.75%. OER owed N1.2 billion (US$7.6 million) to the Company under this agreement
in respect of the COP acquisition (2012: N1.2 billion (US$7.6 million)). The receivables and payables in
the books of Oando and OER respectively have been eliminated on consolidation.

In line with the Referral and Non-Competition Agreement, OER acquired the Class B Shares of Oando Qua
Ibo Limited (“Qua Ibo”) and Oando Reservoir and Production Services Limited (“ORPSL”) from the
Company at the purchase price described in note 22 as part of a common control transaction on April 30,
2013. Following the acquisition, the Group retains the 40% interest in the Qua Ibo Marginal Field within
OML 13 located onshore Nigeria through OER.

The farm in agreement was subject to the receipt of consent of the parties to the farm in agreement dated
April 27, 2004, as well as the consent of the Government of the Federal Republic of Nigeria. Approval from
the Nigerian Department of Petroleum Resources was obtained in October 2012. The Group has sought
approval from the Minister of Petroleum Resources. In the event that the consent of the Nige rian Minister
of Petroleum Resources is not obtained, the Group shall be entitled to certain economic interests in the
Qua Ibo Marginal Field. ORPSL was assigned the role of technical partner for the Qua Ibo Marginal Field.

OER elected to apply predecessor accounting to the Qua Ibo and ORPSL Acquisition. As such, all assets
and liabilities of Qua Ibo and ORPSL are incorporated at their predecessor carrying values and no fair
value adjustments are required. No goodwill has arisen from the transaction.

d) Cooperation and Services Agreement dated July 24, 2012 between the Company and OER:

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STATUTORY AND GENERAL I NFORMATION

Pursuant to this agreement, the Company agreed, until the later of July 24, 2017 and such time as the
company owns less than 20% of the shares of OER, to provide certain services to OER, including in respect
of legal services in Nigeria, corporate secretariat and compliance services in Nigeria, corporate finance,
procurement, corporate communications, internal audit and control, information technology, human
capital management, environment, health, safety, security and quality and administrative services. These
services are to be provided to OER on the basis of the cost to the Company plus a margin of 10%. OER
owed the Company N1 billion (US$6.8 million) under this agreement in respect of the COP acquisition
(2012: nil). The receivables and payables in the books of Oando and OER respectively have been
eliminated on consolidation.

e) Transitional Services Agreement dated July 24, 2012 between Oando Servco (a subsidiary of OER) and
OEPL (a subsidiary of Oando):

Pursuant to this agreement, OEPL and Oando Servco (“Servco”) agreed that Servco would provide services
to OEPL until January 24, 2014 for no more than 10% of the employees’ normal working hours per month.
OEPL is required to pay Servco’s costs of providing such services. OER through Servco was owed N1.1
billion (US$7.3 million) by OEPL under this agreement. The receivables and payables in the books of OER
and OEPL respectively have been eliminated on consolidation.

f) Pursuant to the completion of the Oando reorganization in July 2012, the cumulative amount advanced by
Oando Plc to Equator Exploration Limited (“EEL”) of N1.1billion (US$7.2 million) as of 21 December 2012
was classified as loan payable in EEL’s books and loan receivable in Oando Plc’s books. The carrying
amount of the loan using effective interest method was N1.3billion at 31 December 2012. The amount
increased to N1.5 billion (US$9.9 million) at the end of 2013 due to accrued interest for the year. The
receivables and payables in the books of the company and OER respectively have been eliminated on
consolidation.

g) On December 20, 2012, the Company extended a N53.6 billion (US$345 million) loan to OER to assist in
financing the deposit required for the ConocoPhillips Nigeria companies’ (“COP”) acquisition. This
agreement was subsequently modified by a new loan arrangement entered into on May 30, 2013 and
amended on December 16, 2013. The new loan arrangement provides for three facilities - Facility A,
Facility B1 and Facility B2 (and collectively, the “Oando Loan”). The details of each facility are as follows:

i. Facility A is a US$362 million loan. The purpose of Facility A was to refinance the US$345 million
loan (together with accrued interest of approximately US$17 million) extended by the Company as
part of the US$435 million paid as the deposit for the COP acquisition. The amendment provides
annual interest rate of 5% and calculation of interest on a quarterly basis. Facility A was originally
required to be repaid in full (plus interest) by September 30, 2013. However, this was extended first
to December 31, 2013 and then subsequently to February 28, 2014. Facility B1 is a US$24 million
loan and its purpose is to finance working capital requirements of OER. The annual interest rate is
5% and interest is payable on a quarterly basis. OER is entitled to elect to repay the loan by the
issuance of its shares, subject to certain conditions. Facility B1 was due to be repaid by December
31, 2013, but this was subsequently extended to February 28, 2014. Facility B2 is a US$15 million
loan and its purpose is required to be paid as part of the deposit for the COP acquisition. The annual
interest rate is 5% and interest is calculated on a quarterly basis. OER is entitled to ele ct to repay
the facility by the issuance of its shares, subject to certain conditions. Facility B2 agreement was
signed on December 16, 2013 and it was due to be repaid by December 31, 2013, but subsequently
extended to February 28, 2014. At December 31, 2013, total loan amount receivable from OER was
N62.2 billion (US$401 million). The receivables and payables in the books of the Company and OER
respectively have been eliminated on consolidation.

ii. The election to repay the Oando Loan by the issuance of common shares of OER could originally be
exercised no later than five business days prior to September 30, 2013 for Facility A and December
31, 2013 for Facility B1. The exercise date was first extended to December 31, 2013 for Facility A
and then subsequently extended to February 28, 2014 for all three facilities. The agreements for the
three facilities provided that in the event that the election by OER to repay the facilities through the
issuance of common shares of OER would result in the Company having an ownership interest in OER
that is higher than the current ownership interest of 94.6% (on a non-diluted basis), the number of
common shares of OER to be issued will be reduced so as to ensure that the Company’s stake in OER
does not exceed such current ownership interest and the balance, if any, of amounts owing under
the facilities will be payable in cash. The conversion feature represented an embedded derivative
that was required to be split out from the host contract and measured at fair value through p rofit
and loss.

h) On December 24, 2013, OER signed a new US$200 million facility agreement with the Company. The
facility was obtained to fund further payments due to ConocoPhillips in relation to the COP
acquisition. Interest on the facility is charged at 5% and the amount was to be available for draw
down from December 24, 2013 to February 27, 2014. There was no facility amount drawdown at
December 31, 2013.

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STATUTORY AND GENERAL I NFORMATION

i) On December 5, 2012, OODP granted a loan of N15.5 billion (US$100m) to the Company. OODP
further granted a loan of N17.1bn (US$110m) to Oando Plc. on December 14, 2012. Both loans were
granted at LIBOR + 9.5%. In 2013, OODP signed an agreement with Ansbury Investments Inc. to
assign the N7.7 billion (US$50 million) owed to Ansbury Investments Inc. by Company at December
31, 2012, to OODP. Consequently, the total amount owed to OODP became approximately N40.3
billion (US$260 million) in 2013. N35.8 billion out of the N40.3 billion was repaid by the Company to
OODP during the year, leaving a balance of N4.5 billion. OODP later participated in the Rights Offer
that was concluded during the year. The balance of N4.5 billion and accrued interest of N1.1 billion
were outstanding to the credit of OODP at the reporting date.

On June 18, 2013, the Company and OODP signed a Share Subscription Agreement (SSA) under a
special/private placement of 2,046,706,324 ordinary shares (the subscription shares) at N15 per
share. Under the agreement, OODP paid naira equivalent of US$70 million (per the SSA) as part
payment for shares in advance of the special/private placement. The Company and OODP agreed an
interest rate of eight percent (8%) per annum on the part payment.

On December 16, 2013, the Company and OODP signed a Deed of Amendment to the Share
Subscription Agreement (the “Deed of Amendment”). Under this Agreement, the Company and OODP
agreed that the subscription price payable by OODP for the subscription shares is increased to N16.03
per share for such number that may be allotted to OODP under the terms of the Private Placement,
up to a maximum total value of US$220 million.

On December 18, 2013, OODP further granted the company a loan of N48 million.

In December 2013, the Company signed a Convertible Notes Purchase Agreement (the “CNPA”) for
N1.98 billion effective December 23, 2013. The interest rate basis for the CNPA, whose closing
deadline date was January 31, 2014, was Monetary Policy Rate (MPR) plus one percent (1%) per
annum (calculated on the basis of a 360 day-year and the actual number of days elapsed). A
promissory was issued under the CNPA. Both parties agreed the conversion price as: (a) the special
placement price of N16.03 per share of Common Stock or (b) the volume-weighted average price of
an ordinary share of the Company on the Nigerian Stock Exchange for the five trading days
immediately preceding, but not including, the relevant conversion date. The Company received the
N1.98 billion on January 8, 2014.

Interest accrued on all unpaid loans at the reporting date amounted to N0.9 billion. In addition, the
total amount owed to OODP at December 31, 2013 was N17.6 billion.

j) Apapa SPM Limited (Apapa SPM), a subsidiary of the company, and Ocean and Oil Services Limited
(OOSL) (in liquidation) entered into negotiations on the acquisition of an undeveloped square plot of
land approximately 5,947.76 square metres along Alapata Street in Apapa, Lagos (the “Alapata
land”). The Alapata land, which was owned by OOSL, was required for pipeline construction for the
business of Apapa SPM. Both parties agreed a consideration of N535 million for the acquisition. The
consideration, which was approved by the board of Oando, has been paid.

k) During the year, and prior to the acquisition above of the Alapata land, Apapa SPM and OOHL initiated
discussions on the payment of rent for use of the Alapata land by Apapa SPM for the period January
1, 2009 – December 31, 2013. As of 31 December 2013, both parties were of the opinion that the
rent was worth N67 million, subject to approval by the board of Oando. Upon this basis, the N67
million have been accrued in these consolidated financial statements.

l) The company transferred its interest in the 7,730.39 square metres of land located along the Ozumba
Mbadiwe Street, Victoria Island to Oando Wings Development Limited (OWDL) during the year. ODWL
was a subsidiary of Oando up to December 20, 2013 after which, the Group’s interest in OWDL
reduced to Associate. The disposal of the land and loss of control have been accounted for as a
disposal in the books of the Company. See note 12 to these consolidated financial statements.

m) The Company entered into an agreement with OES to convert a portion of the intercompany payable
by OES to a convertible loan. The agreement led to the issue of Convertible Notes of US$100,000,000
(N15,576,000,000) at 5% coupon. The notes are convertible into Oando Energy Services Limited's
ordinary shares at any time between 31 July 2013 and 31 July 2023 at the holder's options, at a rate
of N1,785 per ordinary share. The accounting implications of the transaction in the books of the
issuer and holder of the Notes have been eliminated in these consolidated financial statements.

Other related party transactions include:

i. Broll Properties Services Limited received N90.8 million (2012: N35.8 million) for facilities
management. The GCE has control over one of the joint interest owners of the company.

ii. Noxie Limited received N419.9 million (2012: N234.1 million) for supply of office equipment. A close
family member of the GCE has control over the company.

Oando PLC Rights Circular | 44

STATUTORY AND GENERAL I NFORMATION

iii. Olajide Oyewole & Co. received N98.6 million (2012: N55.9 million) for professional services
rendered. A close family member of the GCE has significant influence over the firm.

iv. Lagoon Waters Limited, one of the dealers for the sale of petroleum products, purchased petroleum
products and liquefied petroleum gas worth N1.8 billion (2012: N913.9 million) from the Group.
Lagoon Waters Limited is controlled by a close family member of the GCE.

v. Temple Productions Limited received N31.9 million (2012: N29.9 million) for advertisement services.
The company is controlled by a close family member of an Executive Director of Oando Plc.

vi. Transport Services Limited (“TSL”) provides haulage services to a downstream company of the
Group. During the year under review, TSL leased vehicles and provided haulage services worth N2.5
billion (2012: N1.8 billion) to the Group. TSL is ultimately controlled by a close family member of
the Deputy Group Chief Executive (DGCE).

vii. TSL Logistics Limited supplied products and throughput services worth N45.3 billion (2012: N11.6
billion) to the Group. The company is ultimately controlled by a close family member of the GCE.

viii. Avante Property Asset Management Services Limited received N42.8 million (2012: N83 million) for
professional services rendered to the Group. The company is ultimately controlled by the GCE and
DGCE.

ix. K.O Tinubu & Co. provided legal services amounting to N4.0 million (2012: N2.2 million). K.O Tinubu
is controlled by a close family member of the GCE.
x. Offshore Personnel Services supplied services worth N1.7 billion (2012: N1.4 billion) to the Group.
The company’s ultimate parent is Ocean and Oil Holdings Limited. The GCE and DGCE have significant
influence over the ultimate parent.

xi. Avaizon Consulting Limited provided training services worth N19.9 million (2012: N0.53 million) to
the Group in 2012. The GCE and DGCE have significant influence over the company.

xii. Templars and Associates provided legal services worth N10 million to the company (2012: N21
million). A non-executive director of the company owns 49% of Templars and Associates in addition
to being a partner in the firm.

xiii. SCIB Nigeria and Co. Ltd. (“SCIB”) provided insurance brokerage services worth N1.2 billion (2012:
N1.0 billion) to the Group in 2012. A beneficial owner of SCIB is related to the GCE.

xiv. MGM Logistic Solutions Service Ltd provided rig towing service to Oando Energy Services Limited for
an amount of N71.3 million (2012: nil). The company is ultimately owned 81% by the Volpi family.
A joint owner of OODP (a related company) is a member of the Volpi family.

xv. Intels West Africa Ltd provided cargo handling operations worth N137.2 million (2012: N83.4 million)
to OES. Intels West Africa Ltd is owned 70% by a joint owner of OODP (a related company).

xvi. West Africa Catering Nigeria Limited provided catering services worth N688 million (2012: N621.8
million) to OES. West Africa Catering Nigeria Limited is ultimately owned 49.8% by a joint owne r of
OODP (a related company).

xvii. Rosabon Financial Services Limited provided financial services worth N25 million (2012: N9.0 million)
to the company during the year under review. Rosabon Financial Services Limited is owned by a
director of Gaslink Nigeria Limited.

xviii. Triton Aviation Limited provided management services worth N921.8 million (2012: N831.0 million)
to Churchill C-300 Finance Limited, an indirect subsidiary of the company. Triton Aviation Limited is
owned by the GCE.

xix. Checklist Nig. Ltd provided event planning services worth N19 million (2012: N65.9 million) to Oando
Marketing during the year. The managing director of Checklist Nig. Ltd is related to the CEO of Oando
Marketing, a key management personnel of the Group.

xx. Templegate Consultants Ltd. provided architectural services worth N8.5 million (2012: nil) to Oando
Marketing Plc., a subsidiary of Oando Plc. during the year. The Managing Partner of Templegate
Consultants Ltd is related to the CEO of Oando Marketing Plc., a key management personnel of the
Group.

xxi. In 2013, the Company and Emerging Capital Partners (ECP) amended an existing agreement in
relation to the N2.5 billion debt originally owed to Ocean and Oil Holdings Limited (OOHL). The rights
and benefits attached to the debt was ultimately assigned to ECP via a Deed of Assignment dated
February 24, 2012. Under the 2013 amendment, the Company and ECP agreed to reduce the interest

Oando PLC Rights Circular | 45

STATUTORY AND GENERAL I NFORMATION

rate on the debt to 14% from 19.75% and extend the repayment date to February 2014. Interest
accrued on the debt for the year ended December 31, 2013 was N451.9 million (2012: N502 million).
In addition, the Company paid all accrued interest for 2011 – November 2013 of N1.1 billion during
the year.

xxii. Brick House Construction Company Ltd provided building construction services worth N168.1 million
(2012: N164 million) to Oando Marketing, a subsidiary of the Company. A key management personnel
of OMP is a shareholder and director of Brick House Construction Company Ltd.

xxiii. Ibushe Limited provided consultancy services to Oando Marketing and OES amounting to N353.2
million (2012: N88.1 million) during the year. A key management personnel of the Company owns
shares in Ibushe Limited.

Key management personnel

Key management includes directors (executive and non-executive) and members of the Group Leadership
Council. The compensation paid or payable to key management for employee services is shown below:

2013 2012
N'000 N'000
Salaries and other short-term employee benefits 1,345,203 1,024,262
Share options and management stock options 75,700 421,587
Gratuity benefits 3,045 34,597
1,423,948 1,480,446

Year-end balances arising from transactions with related parties

The following receivables or payables at December 31, 2013 arose from transactions with related parties:

Company Company
2013 2012
N'000 N'000
Receivables from related parties:
Apapa SPM Limited 5,561,639 2,559,934
Churchill Finance Ltd 85 -
East Horizon Gas Company Ltd 3,179 -
Equator Exploration Limited - 8,466,312
Gaslink Nigeria Limited 1,505,284 1,753,051
Oando Akute Power Limited 4,550 -
Oando Energy Resources Inc. - 53,568,150
Oando Energy Services Limited 2,040,203 51,023,528
Oando Exploration and Production Limited 8,928,512 8,171,111
Oando Foundation 152,212 -
Oando Gas and Power Limited 1,730 5,001,730
Oando Lekki Refinery Limited 375,741 375,741
Oando Properties Limited 59,063 59,063
Oando Terminal & Logistics Ltd 222,120 -
Transport Services Limited - 1,021,318
Oando Port Harcourt Refinery 430 -

Payables to related parties:

Ajah Distribution Company 2,500 -
Alausa Power Ltd 2,500 -
Avante Property Asset Management Services Limited - 1,583
Broll Properties Services Limited - 8,396
Central Horizon Gas Company Ltd 5,100 -
Gasgrid Nigeria Limited 2,500 -
Lagoon Waters Limited - 68
Lekki Gardens Power Ltd 2,500 -
Oando Energy Resources Inc. 15,000 -
Oando Gas and Power Limited - 1,998,270
Oando Liberia 7,760 -
Oando Marketing Plc 54,328,129 35,126,610
Oando Supply and Trading Limited 1,291,787 349,199
Oando Trading Bermuda 7,225,266 -
Oando Trading Limited - 7,679,369
Olajide Oyewole & Co - 9,637
Transport Services Limited - 391,162
TSL Logistics Limited - 4,170,265

O FF BALANCE S HEET ITEMS

As at 05 June 2014, the following contingent liabilities were considered in the Company’s normal course of business:

1. Pending Litigation

Oando PLC Rights Circular | 46

STATUTORY AND GENERAL I NFORMATION

There are a number of legal suits outstanding against the Company for stated amounts of US$175,000 (One Hundred
and Seventy Five Thousand Dollars) and N954,760,141.55 (Nine Hundred and Fifty Four Million, Seven Hundred and
Sixty Thousand, One Hundred and Forty One Naira, Fifty Five Kobo only). On the advice of counsel, the Board of
Directors are of the opinion that no material losses are expected to arise. Therefore, no provision has been made in
the financial statements.

As at 31 December 2013, the following contingent liability was considered in the Company’s normal course of
business:

2. Guarantees to third parties

Guarantees, performance bonds, and advance payment guarantees issued in favour of Oando Plc by commercial
banks amounted to N84.2 billion (2012: N62.33 billion). Oando Plc also guaranteed various loans in respect of the
following subsidiaries: Gaslink Nigeria Limited (N3 billion); Oando Energy Services Limited (N8.77 billion); Oando
OML 125 and 134 Limited (N9.3 billion); Oando Trading Limited (N11.6 billion); Ebony Oil and Gas Limited (N17.8
billion); Oando Supply and Trading Limited (N10.86 billion); Apapa SPM Limited (N12 billion); Oando Marketing Plc
(N3.0 billion); and Oando Energy Resources Inc. (N7.76billion).

RESEARCH AND D EVELOPMENT

Whilst Oando continues to adopt best practices in its operational processes, the Company did not make any research
and development capital expenditure over the last three (3) years.

M ERGERS AND ACQUISITIONS

As part of the Company’s broad growth strategy, Oando continues to explore merger and acquisition opportunities.
As at the date of this Rights Circular, Oando, through its subsidiary, OER concluded its acquisition of part of
ConocoPhillips’ Nigeria businesses on 30 July 2014. The COP Acquisition is in line with the Company’s growth strategy
of value creation by acquiring near-term assets in order to significantly boost production and reserves base.

CONSENTS
The following have given and not withdrawn their written consents to the issue of this Rights Circular with their
names and reports (where applicable) included in the form and context in which they appear:

ROLE NAME
HRM Michael Adedotun Gbadebo (CFR) (Chairman)
Directors of the Company
Mr. Jubril Adewale Tinubu (Group Chief Executive)
Mr. Omamofe Boyo (Deputy Group Chief Executive)
Mr. Mobolaji Osunsanya (Group Executive Director)
Mr. Olufemi Adeyemo (Group Executive Director/Chief Financial Officer)
Mr. Oghogho Akpata (Non-executive Director)
Ms. Nana Appiah-Korang (Non-executive Director)
Mr. Francesco Cuzzocrea (Non-Executive Director)
Chief Sena Anthony (Independent Non-executive Director)
Ammuna Lawan Ali (OON) (Independent Non-executive Director)
Engr. Yusuf N’jie (Independent Non-executive Director)
Chief Compliance Officer & Company
Ayotola O. Jagun (Ms.)
Secretary
Lead Issuing House Vetiva Capital Management Limited
FBN Capital Limited
FCMB Capital Markets Limited
Joint Issuing Houses Marina Securities Limited
Stanbic IBTC Capital Limited
Zenith Capital Limited

Oando PLC Rights Circular | 47

STATUTORY AND GENERAL I NFORMATION

Vetiva Securities Limited

APT Securities and Funds Limited
CardinalStone Securities Limited
Stockbrokers
CSL Stockbrokers Limited
Partnership Securities Limited
Zenith Securities Limited
Solicitors to the Issue Banwo & Ighodalo
Solicitors to the Company Templars
Auditors Ernst & Young
Registrars First Registrars Nigeria Limited
Access Bank PLC
First Bank of Nigeria Limited
Receiving Banks First City Monument Bank Limited
United Bank for Africa PLC
Zenith Bank PLC

D OCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents are available for inspection at the offices of Vetiva Capital Management Limited,
FBN Capital Limited, FCMB Capital Markets Limited, Marina Securities Limited, Stanbic IBTC Capital Limited and
Zenith Capital Limited during normal business hours on any weekday (except public holidays), from Wednesday, 03
December, 2014 until Wednesday, 14 January, 2015.

a) Certificate of Incorporation of the Company;

b) Memorandum and Articles of Association of the Company;
c) The Company’s most recent Form CAC 7 (particulars of Directors and any changes therein);
d) The Company’s most recent Form CAC 2 (Statement of Share Capital and Returns of Allotment of Shares);
e) Rights Circular issued in respect of the Rights Issue;
f) Shareholders’ Resolution authorizing the capital raising, which was passed at the meeting of 18 February,
2014;
g) Resolution of the Board of Directors recommending the Issue, which was passed at the meeting of 11 July,
2014;
h) Audited financial statements of the Company for each of the five years ending 31 December, 2013 and unaudited
consolidated interim financial statements for the period ended 30 June, 2014;
i) List of Claims and Litigations referred to on page 39;
j) Material Contracts referred to on page 40;
k) The written consents referred to on page 47;
l) A letter dated Friday, 07 November, 2014 from the SEC approving the Rights Issue;
m) A letter dated Thursday, 06 November, 2014 from The NSE approving the Rights Issue; and
n) A letter from JSE approving the Rights Issue.

Oando PLC Rights Circular | 48

PROVISIONAL A LLOTMENT LETTER

Oando PLC RC 6474

10th Floor
2, Ajose Adeogun
RC 6474 Victoria Island
Lagos State

Thursday, 13 November, 2014

Dear Sir/Madam,

OANDO PLC (“THE COMPANY”): RIGHTS ISSUE OF 2,217,265,184 ORDINARY SHARES OF 50 KOBO EACH
AT N22.00 PER SHARE (“THE ISSUE”)

1. Provisional Allotment

The letter dated Thursday, 13 November, 2014 from the Chairman of your Company, which is on pages 14 –
22 of this Rights Circular, contains particulars of the Rights Issue now being made. The Directors of your
Company have provisionally allotted to you the number of new ordinary shares set out on the first page of the
Acceptance/Renunciation Form, representing one (1) new ordinary share for every four (4) ordinary shares of
50 Kobo each held as at the close of business on 25 July, 2014 for those shareholders whose names appear on
the Register of Members and transfer books of the Company which are maintained in Nigeria and shareholders
whose names appear on the Register of Members and transfer books of the Company which are maintained in
South Africa as at the close of business on the last business day prior to the Issue opening date.

You may accept all or some of the shares allotted to you or renounce your Rights to all or some of them.
Shareholders who elect to accept the provisional allotment in full should complete box A of the
Acceptance/Renunciation Form, while those who elect to renounce their Rights partially or in full should
complete box C of the form. You may also apply for additional shares over and above your provisional allotment
as described in 2(B) below.

Shareholders of Oando on the JSE register must NOT complete the Acceptance/Renunciation form attached to
this circular as they do not hold share certificates. Instead they must advise their CSDP or broker as to which
election they wish to make. This should be done in terms of the agreement entered into between them and
their CSDP or broker. If their respective CSDP or broker does not obtain instructions from them, they will be
obliged to act in terms of the mandate furnished to them.

2. Acceptance and Payment

The receipt of any payment with your Acceptance/Renunciation Form will constitute an acceptance of all or part
of this Allotment on the terms of this letter, subject to the Memorandum and Articles of Association of the
Company and to the clearance of the Securities & Exchange Commission. If payment is not received by
Wednesday, 14 January, 2015, the provisional allotment will be deemed to have been declined and will be
cancelled. Any payment value exceeding N10 million should be made through an electronic payment.
Kindly consult further with your Bankers/Receiving Agents in this regard.

You may participate in the Issue through any of the following methods:

a. Full Acceptance

If you wish to accept this provisional allotment in full, please complete box A of the enclosed
Acceptance/Renunciation Form. The completed Acceptance/Renunciation Form together with a cheque
or bank draft or evidence of electronic payment for the full amount payable must be submitted to any of
the Receiving Agents listed in this document not later than Wednesday, 14 January, 2015. The cheque
or draft must be made payable to the Receiving Agent, drawn on a bank in the same town or city in
which the Receiving Agent is located and crossed “Oando PLC Rights Issue” with your name, address
and day time telephone number (if any) written on the back of the cheque or draft. All cheques and
drafts will be presented upon receipt and all Acceptance/Renunciation Forms in respect of which cheques
are returned unpaid will be rejected and returned through the post. E-payment may be made through
the Receiving Banks to the Rights Issue. E-payments should also contain full names of the paying
shareholder.

Oando PLC Rights Circular | 49

STATUTORY AND GENERAL I NFORMATION

b. Applying for Additional shares

This may be done by any of the following processes:

i. Purchasing Rights on floor of the Exchanges. Rights can only be purchased through any of
the stockbrokers listed on pages 11 and 56 of this document. The stockbroker will guide you
regarding payment. Shareholders/investors who purchase Rights on the Floor of the NSE are
guaranteed the number of shares purchased i.e. they will not be subject to the allotment process
in respect of the number of shares so purchased (please refer to item 3 below).

ii. Completing item (2) of box B of the Acceptance/Renunciation Form. Payment should be
made in accordance with (A) above. Shareholders who apply for additional number of shares using
the Acceptance/ Renunciation Form will be subject to the allotment process and may therefore be
allotted less than the number of additional shares applied for (please see item 4 below).

c. Partial Acceptance

To accept your provisional allotment partially, please complete box C and submit your
Acceptance/Renunciation Form to any of the Receiving Agents listed on Page 56 of this document
together with a cheque or bank draft or evidence of electronic payment made payable to the Receiving
Agent for the full amount payable in respect of the number of shares you have decided to accept.

If you wish to renounce your provisional allotment partially or in full, please complete box C. If you
however wish to trade all or some of your renounced Rights on the Floor of the Exchanges, please
complete item (iii) of box C and submit your Acceptance/Renunciation form to a stockbroker (NOT A
BANK) of your choice together with payment for any provisional allotment you are accepting partially.
The stockbroker will guide you on the procedure for trading your Rights.

3. Trading in Rights on the NSE

The approval of the NSE has been obtained for trading in the Rights of the Company. The Rights will be tradable
between Wednesday, 03 December, 2014 and Wednesday, 14 January, 2015 at the price at which the Rights
are quoted on the NSE. If you wish to renounce your Rights partially or in full, you may trade such renounced
Rights on the Floor of the NSE between these dates. Please complete item (iii) of box C of the
Acceptance/Renunciation Form and contact your stock broker for assistance. If you wish to purchase renounced
Rights, please contact your stockbroker who will guide you regarding payment and the procedure for purchasing
Oando Rights.

4. Allotment of Additional Shares

Ordinary shares which are not taken up by Wednesday, 14 January, 2015, will be allotted on a basis to be
determined by the Directors of Oando (subject to clearance by SEC), to existing shareholders who have applied
and paid for additional shares by completing item (2) of box B. Ordinary shares not taken up by shareholders
after allotment will revert to the unissued authorised share capital of the Company.

5. Surplus Subscription Monies

If any subscription for additional shares is not accepted or is accepted for fewer shares than the number applied
for, a cheque for the value of the additional shares not accepted will be returned by registered post within 5
(five) working days after the date of allotment. E-payment process would be adopted for amounts exceeding
N10million.

6. Rounding Principle

The numbers of Rights Issue shares to which shareholders will be entitled are stated in the table of entitlements
set out in Annexure 1. The allocation of Rights Issue shares will be such that shareholders will not be allocated
a fraction of a Rights Issue share and as such any shareholding giving rise to a fraction of less than one of a
Rights Issue share will be rounded down to the nearest whole number. This is applicable to investors on both
the Nigerian and South African share register.

7. E-Allotment/Share Certificate

At the completion of the Issue, the ordinary shares will be registered and transferable in units of 50 Kobo each.
The CSCS accounts of Nigerian shareholders will be credited not later than 15 working days from the date the

Oando PLC Rights Circular | 50

STATUTORY AND GENERAL I NFORMATION

basis of allotment is cleared by the SEC. Nigerian Shareholders are thereby advised to state the name of their
respective stockbrokers and their Clearing House Numbers in the relevant spaces on the Acceptance Form. Share
Certificates of Nigerian Shareholders that do not provide their CSCS account details will be dispatched by registered
post not later than 15 working days from the date of allotment.

8. Refund process

The proceeds received from the JSE shareholders will remain in a designated escrow account. Should any
unforeseen event result in the Rights Issue not proceeding, the proceeds will be returned to the JSE
shareholders.

Yours faithfully,

MS. AYOTOLA O. JAGUN

Company Secretary

Oando PLC Rights Circular | 51

ACTION TO BE TAKEN BY SHAREHOLDERS ON THE JSE REGISTER

If you are in any doubt as to what action to take, you should consult your CSDP, broker, banker, accountant, attorney
or other professional advisor immediately.

If you have disposed of all your shares in Oando PLC, please forward this circular to the purchaser of such shares or
to the CSDP, broker, banker or other agent through whom the disposal was effected.

Shareholders on the JSE register:

a. Will not receive an acceptance/renunciation form, but will have their accounts updated with their Rights Issue
entitlement by their CSDP or broker;

b. Should timeously instruct their CSDP or broker as to whether they wish to subscribe for all or part of their Rights
Issue entitlement, or sell all or part of their Rights Issue entitlement or renounce all or part of their Rights Issue
entitlement, or subscribe for additional Rights Issue shares, in the manner and time stipulated in the custody
agreement;

c. Who do not issue instructions to their CSDP or broker, will result in the CSDP or broker acting in accordance with
the custody agreement; and

d. Should note that Oando assumes no responsibility and will not be held liable for any failure on the part of their
CSDP or broker to notify them of the Rights Issue and to receive instruction in regard thereto.

Entitlement

The rights that are represented by letters of allocation are valuable and may be traded on the JSE. Investors are not
permitted to trade shares until notified by their CSDP/broker or an announcement has been made.

Renunciation or Sale of Rights Issue entitlement

Shareholders on the JSE register must contact their CSDP or broker with regard to the procedure to be followed in
respect of the sale or renunciation of their Rights Issue entitlement.

Upon renunciation of the Rights Issue entitlement, the right to apply for excess securities is transferred.

Excess Applications

You are invited to apply for additional Rights Issue shares over and above your entitlement. Should there be excess
Rights Issue shares available for allocation, these will be allocated to applicants on a basis to be determined by the
Directors of Oando, subject to clearance by the SEC.

Shareholders on the JSE register wishing to apply for excess Rights Issue shares should instruct their CSDP or broker
as to the number of excess Rights Issue shares for which they wish to apply, in terms of the agreement entered into
between such dematerialized shareholder and his/her CSDP or broker.

Procedure for acceptance of the Rights Issue

Shareholders on the JSE register must contact their CSDP or broker with regard to the procedure to be followed in
respect of the acceptance of their Rights Issue entitlement.

The following should be noted:

a. Acceptances are irrevocable and may not be withdrawn;

b. Shareholders on the JSE register must contact their CSDP or broker with regard to the procedure to be followed
for acceptance of their Rights Issue entitlement and must act in accordance with the instructions received from
their CSDP or broker;
c. Dematerialized Shareholders on the JSE register must timeously instruct their CSDP or broker as to the action
they must take to enable the CSDP or broker to act on their behalf in terms of the agreement entered into
between such dematerialized shareholders and the CSDP or broker; and

d. CSDP’s can only settle their clients’ accounts once the issued shares are received.

Oando PLC Rights Circular | 52

ACTION TO BE TAKEN BY SHAREHOLDERS ON THE JSE REGISTER

JSE listings

The JSE has granted listings for the letters of allocation and Rights Issue shares as follows:

2,217,265,184 letters of allocation

Commencement of listing: Friday, 12 December, 2014

Last day to trade for letters of allocation: Friday, 02 January, 2015
JSE code: OAON
ISIN: NGRGT0000071

2,217,265,184 Rights Issue shares

Commencement of listing Friday, 10 April, 2015

Refund process

The proceeds received from JSE shareholders will remain in a designated escrow account. Should any unforeseen
event result in the Rights Issue not proceeding, the proceeds will be returned to the JSE shareholders.

Payment for the Rights Issue shares

Payment for the Rights Issue shares by the shareholders on the JSE Register is to be made in ZAR at the ruling
ZAR/Naira exchange rate as at Monday, 01 December, 2014.

Oando PLC Rights Circular | 53

EXCHANGE CONTROL REGULATIONS

The following is a summary of the South African Exchange Control Regulations which are relevant to Oando
shareholders on the JSE register. If in doubt, Oando shareholders should consult their professional advisers without
delay.

Emigrants from the Common Monetary Area

Cash arising from the proceeds of the Rights Issue is not freely transferable from South Africa and must be dealt
with in terms of the Exchange Control Regulations.

A cheque or banker’s draft for the amount due should be posted or electronically transferred in a designated account
held by Oando through the authorised dealer in South Africa being Standard Bank, it being incumbent upon the
shareholder to instruct Standard Bank, the nominated authorised dealer as to the amount concerned.

All CSDPs and brokers with whom shares have been dematerialized should note that they are required to comply
with the South African Exchange Control Regulations set out above.

All other non-residents of the Common Monetary Area

Cash arising from the proceeds of the Rights Issue will, at the election of the non-resident shareholder concerned,
be dealt with as follows:

 a cheque for the amount due will be posted or electronically transferred in a designated account held by Oando
through the authorised dealer in South Africa being Standard Bank, it being incumbent upon the shareholder to
instruct Standard Bank, the nominated authorised dealer as to the amount concerned; or

 a banker’s draft for the amount due in the currency of the shareholder’s choice will be purchased by Oando on
the instruction and at the expense of the shareholder at the rate of exchange ruling at the close of business on
Monday, 01 December, 2014 or the receipt of the instruction, whichever is the later.

All CSDPs and brokers with whom shares have been dematerialized should note that they are required to comply
with the South African Exchange Control Regulations set out above.

Failure to provide Information

If the information above is not provided, the share statements and any cash will be held in trust for the shareholders
concerned pending receipt of the necessary information or instruction.

No interest will be paid on any cash so held in trust.

Oando PLC Rights Circular | 54

TIMETABLE APPLICABLE TO SHAREHOLDERS ON THE JSE REGISTER

ACTIVITY DATE
The ZAR/Naira exchange rate determined by the close of business and announced on 01-Dec-2014

Declaration and Finalisation data announcement released on SENS 02-Dec-2014

Finalisation data announcement published in South African press on 03-Dec-2014
Last day to trade in Oando shares in order to settle trades by the record date and to qualify to 11-Dec-2014
participate in the rights issue on the JSE (cum rights)
Listing and trading of letters of allocation on the JSE while Oando shares trade ex-rights 12-Dec-2014
commences at 09h00 on
Rights Issue circular posted to certificated South African shareholders on 15-Dec-2014
Record date for the Rights Issue for purposes of determining shareholders entitled to participate 19-Dec-2014
in the Rights Issue at the close of business on
Dematerialized shareholders will have their accounts at their CSDP or broker automatically 22-Dec-2014
credited with the letters of allocation
Rights Issue opens in South Africa at 09h00 on 22-Dec-2014
Rights Issue circular posted to dematerialized South African shareholders (where applicable) on 23-Dec-2014
Last day to trade in letters of allocation in order to settle trades by the close of the Rights Issue 02-Jan-2015
and participate in the Rights Issue at the close of business
Record date for the letters of allocation 09-Jan-2015
Rights Issue closes at 12h00 in South Africa 09-Jan-2015
Payment in respect of the Rights Issue and the Excess Rights Issue shares to be made by all 09-Jan-2015
entitled shareholders and held in escrow on
Nigerian SEC approval to be received for the allotment of the Rights Issue and the Excess Rights 13-Mar-2015
Issue shares on or about
Results of the Rights Issue released on SENS on or about 16-Mar-2015
Results of the Rights Issue published in the South African press on the business day following the 17-Mar-2015
release of the results on SENS on or about
CSDP/Broker accounts in respect of the dematerialized shareholders credited with the Rights Issue 10-Apr-2015
shares and the Excess Rights Issue shares on or about
Listing of the Rights Issue and Excess Rights Issue shares and trading of the Rights Issue and 10-Apr-2015
Excess Rights Issue shares on the JSE commencing at 09h00 on or about

NOTES
It is expected that the excess Rights Issue shares will be allotted on Friday, 13 March, 2015.
Shareholders who have applied for excess Rights Issue shares should similarly make payment in respect
of the excess Rights Issue shares by 12h00 on Friday, 09 January, 2015. The listing of the excess Rights
Issue shares will take place on or about Friday, 10 April, 2015.

i) Share certificates in respect of the ordinary shares being issued under the Rights Issue may not be dematerialized
or rematerialized from Friday, 12 December, 2014 until Friday, 19 December, 2014, both days inclusive.
ii) No transfers between the Nigerian and South African share registers may be implemented between Wednesday,
03 December, 2014 and close of business on Friday, 19 December, 2014.
iii) Unless otherwise indicated, all times are South African times. Any material variation of the above dates and
times will be approved by the JSE, released on SENS and published in the South African press.
iv) Dematerialized shareholders are required to inform their CSDP or brokers of their instructions in terms of the
Rights Issue in the manner and time stipulated in the agreement governing the relationship between the
shareholder and their CSDP or broker.
v) Rights Issue and excess Rights Issue shares may not be traded until the date of allotment, anticipated to be on
Friday, 10 April, 2015.

Oando PLC Rights Circular | 55

RECEIVING A GENTS

A copy of the Rights Circular, incorporating the Acceptance/Renunciation form, has been forwarded to each of the
shareholders whose names appeared in the Company’s Register of Members as at close of business on 25 July, 2014.
The completed Acceptance Forms may be returned to any of the following Receiving Agents to whom brokerage will
be paid at the rate of N0.75 per N100 worth of shares allotted in respect of Acceptance Forms bearing their official
stamp.

The Issuing Houses cannot accept responsibility for the conduct of any of the institutions listed below. Investors are
therefore advised to conduct their own enquiries before choosing an agent to act on their behalf. Evidence of lodgement
of funds at any of the Receiving Agents listed below, in the absence of corresponding evidence of receipt by the Issuing
House, cannot give rise to a liability on the part of the Issuing House under any circumstances.

BANKS
Access Bank Plc Keystone Bank Limited
Citibank Nigeria Limited Mainstreet Bank Limited Skye Bank Plc
Diamond Bank Plc Stanbic IBTC Bank Limited
EcoBank Nigeria Plc Standard Chartered Bank Plc
Enterprise Bank Limited Sterling Bank Plc
Fidelity Bank Plc Union Bank of Nigeria Plc
First Bank of Nigeria Limited United Bank for Africa Plc
First City Monument Bank Limited Unity Bank Plc
Guaranty Trust Bank Plc Wema Bank Plc
Heritage Banking Company Limited Zenith Bank Plc

STOCKBROKERS AND OTHERS

Adamawa Securities Ltd First Equity Securities Ltd Networth Securities & Finance Ltd
Adonai Stockbrokers Ltd First Stockbrokers Ltd Nova Finance & Securities Ltd
AIL Securities Ltd Folu Securities Ltd Options Securities Ltd
Allbond Investments Ltd Foresight Securities & Investment Ltd OMF Securities & Finance Ltd
Alltrade Securities Ltd Forte Asset Management Ltd Partnership Investment Co. Ltd
Alliance Capital Management Ltd Forthright Securities & Investments Ltd Pennisula Assets Management and
AMYN Investments Ltd Fountain Securities Ltd Investment Company Limited
Anchoria Investment & Securities Ltd Future View Securities Ltd Pine Fields Investment Services Ltd
APT Securities & Fund Ltd Genesis Securities Ltd. PIPC Securities Ltd
Bacad Finance & Investment Co Ltd Gidauniya Investment & Securities Ltd Peak Securities Ltd
Bestworth Assets & Trust Ltd Global Capital Market Ltd Perfection Securities & Investment Ltd
BFCL Assets & Investment Ltd Golden Securities Ltd PIPC Securities Ltd
BGL Securities Ltd Great Africa Trust Ltd Platinum Capital Ltd
BGL Limited Greenwich Trust Ltd Premium Securities Ltd
BIC Securities Ltd GTI Capital Ltd Professional Stockbroker Ltd
BSD Securities Ltd Heritage Investment & Securities Ltd Profund Securities Ltd
Capital Assets Ltd Horizon Stockbrokers Ltd Prominent Securities Ltd
Capital Trust Brokers Ltd IBN Securities Ltd PSL Limited
Capital Express Securities Ltd ICON Stockbroker Ltd P.S.I. Securities Ltd
Century Securities Ltd IMB Morgan Plc Rainbow Securities & Investment Co. Ltd
Calyx Securities Ltd Indemnity Finance Ltd Riverside Trust Limited
CardinalStone Partners Limited Independent Securities Ltd Reward Investments & Services Ltd
CardinalStone Securities Limited Integrated Trust & Investments Ltd Royal Crest Finance Ltd
Cash Craft Asset Management Ltd. Intercontinental Securities Ltd Sanbros Trust & Securities Ltd
Capital Bancorp Ltd International Capital Securities Ltd Securities Solutions Ltd
Cashville Investments & Securities Ltd. International Standard Securities Ltd Securities Swaps Ltd
Centre-Point Investment Ltd Intercontinental Capital Markets Ltd Shallom Investment & Securities Ltd
Chapel Hill Advisory Services Interstate Securities Ltd Sigma Securities Ltd
City Investment Management Ltd Investors & Trust Co Ltd Silver Financial Services Ltd
City-Code Trust & Investments Ltd Jamkol Investments Ltd Solid-Rock Securities & Investment Ltd
Consolidated Investment Ltd Jenkins Investment Ltd Stanbic IBTC Stockbrokers Limited
Cooper Flemming Stockbrokers Ltd Kinley Securities Ltd Sterling Capital Markets Limited
Core Trust & Investment Ltd Kundila Finance Services Ltd Summa Guaranty & Trust Co. Ltd
Crane Securities Ltd Lakeworth Investments & Securities Ltd Summit Finance Company Ltd
Crossworld Securities Ltd LB Securities Ltd Support Services Ltd
Clearview Investment Co Ltd Lead Securities & Investment Ltd Tiddo Universal Securities & Finance Ltd
Counters Trust Securities Ltd Lighthouse Asset Management Ltd Tomil Trusts Ltd
CSL Stockbrokers Ltd Lion Stockbrokers Ltd Topmost Finance & Investment s Ltd
DakaL Securities Ltd Lynac Securities Ltd TRW Stockbrokers Ltd
DBL Securities Ltd Magnartis Fin & Inv Ltd Transglobe Investment & Finance Co Ltd
De-canon Investments Ltd Mainland Trust Ltd Trade Link Finance & Securities Ltd
De-Lords Securities Ltd Maninvest Securities Ltd Tropics Securities Ltd
Denham Management Ltd Marina Securities Ltd Trust and Financial Services Ltd
Dependable Securities Ltd MBC Securities Ltd Trusthouse Investment Ltd
Dominion Trust Ltd Mega Equities Ltd Trust Yields Securities Ltd
Dynamic Portfolios Ltd Mercov Securities Ltd UBA Securities Ltd
Empire Securities Ltd M & F Investment Ltd UNEX Securities & Investment Ltd
Euro Comm Securities Ltd Molten Trust Ltd Union Stockbrokers Ltd
Express Portfolio Services Ltd Mutual Alliance Investment & Securities Ltd Valmon Securities Ltd
Falcon Securities Ltd Midas Stockbrokers Ltd Valueline Securities & Investment Ltd
F & C Securities Ltd Midlands Investment & Trust Co. Ltd Vetiva Capital Management Ltd
Fidelity Union Securities Ltd Mission Securities Ltd Vetiva Securities Ltd
Fidelity Finance Ltd Morgan Trust & Asset Management Ltd Vision Trust & Investments Ltd
Financial Derivatives Ltd Mountain Investment & Securities Ltd WSTC Financial Services Ltd
Financial Equities Ltd Newdevco Finance Securities Ltd Yobe Investment Co. Ltd
Financial Trust Co Ltd Niche Securities Ltd Zenith Securities Ltd
Finmal Finance Company Ltd Nigerian Stockbrokers Ltd
Zuma Securities Ltd

Oando PLC Rights Circular | 56

ACCEPTANCE /RENUNCIATION FORM

Oando PLC Rights Circular | 57

ACCEPTANCE /RENUNCUATION FORM

Oando PLC Rights Circular | 58

TABLE OF E NTITLEMENTS TO THE RIGHTS ISSUE SHARES – A NNEXURE 1

The following table sets out the number of Oando shares to which an Oando shareholder is entitled in
terms of the Rights Issue.

Shares held Entitlement Shares held Entitlement

1 0 51 12
2 0 52 13
3 0 53 13
4 1 54 13
5 1 55 13
6 1 56 14
7 1 57 14
8 2 58 14
9 2 59 14
10 2 60 15
11 2 61 15
12 3 62 15
13 3 63 15
14 3 64 16
15 3 65 16
16 4 66 16
17 4 67 16
18 4 68 17
19 4 69 17
20 5 70 17
21 5 71 17
22 5 72 18
23 5 73 18
24 6 74 18
25 6 75 18
26 6 76 19
27 6 77 19
28 7 78 19
29 7 79 19
30 7 80 20
31 7 81 20
32 8 82 20
33 8 83 20
34 8 84 21
35 8 85 21
36 9 86 21
37 9 87 21
38 9 88 22
39 9 89 22
40 10 90 22
41 10 91 22
42 10 92 23
43 10 93 23
44 11 94 23
45 11 95 23
46 11 96 24
47 11 97 24
48 12 98 24
49 12 99 24
50 12 100 25

Oando PLC Rights Circular | 59

TABLE OF E NTITLEMENTS TO THE RIGHTS ISSUE SHARES

Shares held Entitlement Shares held Entitlement

200 50 2,900 725
300 75 3,000 750
400 100 3,100 775
500 125 3,200 800
600 150 3,300 825
700 175 3,400 850
800 200 3,500 875
900 225 3,600 900
1,000 250 3,700 925
1,100 275 3,800 950
1,200 300 3,900 975
1,300 325 4,000 1,000
1,400 350 4,100 1,025
1,500 375 4,200 1,050
1,600 400 4,300 1,075
1,700 425 4,400 1,100
1,800 450 4,500 1,125
1,900 475 4,600 1,150
2,000 500 4,700 1,175
2,100 525 4,800 1,200
2,200 550 4,900 1,225
2,300 575 5,000 1,250
2,400 600 10,000 2,500
2,500 625 100,000 25,000
2,600 650 1,000,000 250,000
2,700 675 10,000,000 2,500,000
2,800 700

Oando PLC Rights Circular | 60