Oando Cross Border Listing: Lessons Learnt

1. Oando Cross Border Listing: Lessons Learnt Presentation by Mr J.A. Tinubu GCEO, Oando Plc 19 September 2006 This report is solely for the use of personnel of Oando Plc. No part of it may be circulated, quoted, or reproduced for distribution outside the organisation without prior written approval from Oando Plc.

2. Contents • The background • The listing process • Lessons learnt

3. The Oando Group Today OPERATIONAL BUSINESSES INCUBATED BUSINESSES Downstream Marketing Supply & Trading Gaslink Energy Services E&P Power Refining

4. A brief history of the Oando group… • Unipetrol is quoted on the Nigerian Stock Exchange • Ocean and Oil holdings acquires a 30% stake in Unipetrol from FG • Unipetrol issues N1.2bn ICLS • Unipetrol acquires controlling stake in Agip Nigeria and merges with the company • The first pipeline by Gaslink supplying gas to industrial Lagos is built • Unipetrol re-branded as Oando • Oando raises fresh equity of N16.1bn, then probably the largest ever funds raising on the Nigerian capital market. • Oando Supply and Trading formed • Oando Energy Services incorporated • Oando short-listed as preferred bidder for a stake in the Port Harcourt refining company • The company wins bids for ownership in 3 oil blocks • 1992 • 2000 • 2001 • 2002 • 2003 • 2004 • 2005

5. The Unipetrol acquisition by OOH in 2000 was Nigeria’s first truly leveraged privatisation buy-out Judged to be one of the most successful privatisations based on growth in the company and shareholder returns Oando is currently showcased by the current administration as an example of economic opportunities created by this Government Unipetrol’s acquisition and merger with Agip Nigeria in 2002 was at that time the largest transaction ever completed on the Nigerian Stock Exchange (NSE) Oando’s N16.1bn equity raising in 2004 was the largest amount raised by a non-financial institution on the NSE …One filled with pioneering and innovative transactions

6. In 2005 there were different forces at work • Meanwhile on the local exchange (NSE), there was a lot of activity mopping up funds from investors • Recapitalisation of banks • Pending insurance recapitalisation • Probable initial low returns from intended investments Oando’s expansion plans included playing aggressively in the Nigerian government’s privatisation exercise especially in the up and midstream oil and gas sector as well as power. All these required a lot of “patient capital” Could the NSE* come to the rescue? We needed another source of capital raising * Nigeria Stock Exchange

7. But where could we turn? Johannesburg African but still fledging business ties ? London Historical ties with Nigeria, but massive exchange Which path to follow? Calgary or the like Emerging energy markets, but was that enough?

8. Eventually we settled for Johannesburg On the JSE there was only one company listed in the sector we were about to be listed in. Considering our size, we would have fallen off the radar screen on the London market and so ability to attract capital would have been muted We needed a market which could relate to, and understand our story On this score North America fell off. It is inevitable that Johannesburg and Lagos will be the centres of capital on the continent we wanted to create the bridge • Relevance. • Access to capital • Relating our story • Proximity • Africa

9. Contents • The background • The listing process • Lessons learnt

10. The listing Internal approval Local approval The listing timeline JSE go ahead • Highlighting • The benefits • The costs • Timeline • implications • Shareholder approval • NSE approval • SEC approval • Keeping the press and investing public up to date • Appointment of sponsor and other advisers • Review of processes to ensure JSE compliance • Registration in South Africa etc. Six months

11. Contents • The background • The listing process • Lessons learnt

12. What has happened to date… Average daily volume traded Maximum price (NGN) Minimum price (NGN) Average price (NGN)

13. Issues since the listing • Reporting in Nigeria and South Africa has increased the need to communicate and interact with institutional investors • Both markets will like to have periodic results released simultaneously, leading to a logistical challenge as the approval process in the markets differ • Generally we have to meet standards higher than either market individually requires • Trade volumes have been muted on the JSE since listing as we are yet to raise capital on the market

14. What we are doing to address the issues • We have adopted industry best practices and processes to carry the investment community along • Working together with both the JSE and the NSE, we have evolved a process that helps ensure simultaneous release of results • Where there have been different requirements we have adopted the more stringent ones for disclosures • We are adopting a 2 pronged approach • Encourage active players in the stock to bring their trading over to SA • Capital raising next year still in the cards

15. Lessons we have learnt • Information travels fast as we live in a global village • We need to communicate our plans and our progress clearly and frequently so that our story is understood • Being a pioneer is never easy • IFRS issues • Cross border listing • Investor requirements differ • With a good story and the right management, capital knows no boundaries

16. Thank you. Q&A www.oandoplc.com