fsdh - prospectus

7/23/2019 Fsdh - Prospectus

http://slidepdf.com/reader/full/fsdh-prospectus 1/125

RC 444999

This document is important and you are advised to carefully read and understand its contents. If you are in any doubt about its contents or the

action to take, kindly consult your Stockbroker, Accountant, Banker, Solicitor or any other professional adviser for guidance immediately.

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T T)% S%$TI" " “!IST T)% S%$TI" " “!IST T)% S%$TI" " “!IST T)% S%$TI" " “!IS' FA$T!S0 "' FA$T!S0 "' FA$T!S0 "' FA$T!S0 " A&%A&%A&%A&%SSSS 12121212 3333 11114444

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FS) FundingFS) FundingFS) FundingFS) Funding S/S/S/S/ lclclclc7!$ <<9=<128

><2><2><2><22222,222,222,222,222,222,222,222,222,222,222,222,222

%BT%BT%BT%BT ISS*AISS*AISS*AISS*A"$% !&!A##%"$% !&!A##%"$% !&!A##%"$% !&!A##%7%STAB+IS)% *!S*A"T T T)% !%S+*TI" F S)A!%)+%!S F7%STAB+IS)% *!S*A"T T T)% !%S+*TI" F S)A!%)+%!S F7%STAB+IS)% *!S*A"T T T)% !%S+*TI" F S)A!%)+%!S F7%STAB+IS)% *!S*A"T T T)% !%S+*TI" F S)A!%)+%!S F FS) F*"I"&FS) F*"I"&FS) F*"I"&FS) F*"I"& S/S/S/S/ +$+$+$+$ AT%AT%AT%AT% ?*+- <2, 92<= ?*+- <2, 92<= ?*+- <2, 92<= ?*+- <2, 92<=8888

*nder this ebt Issuance rogramme 7“the rogrammerogrammerogrammerogramme08, FS) Funding S/ lc may from time to time issue Bonds or any other type of

debt securities, in separate series, in amounts, at prices, and on terms to be set out in any accompanying ricing Supplement.

The ma@imum aggregate nominal amount of all Bonds or any other type of securities issued from time to time and outstanding under

this rogramme shall not e@ceed ><22,222,222,222 over the to years that this Shelf rospectus, including any amendments thereto,

remains valid. This Shelf rospectus is to be read and construed in conunction ith any supplement hereto and all documents hich

are incorporated herein by reference and, in relation to any series of the rogramme, together ith the Applicable ricing Supplement.

A decision to invest in the Bonds or any other type of securities offered by the Issuer should be based on consideration by the Investor

on the Shelf rospectus, the Applicable ricing Supplement and any document incorporated by reference as a hole. An investment in

certain Bonds may entail a risk of loss of all or a portion of the principal amount of the Bonds, hich may be directly caused by

fluctuation of interest rates, devaluation of the currency of issueC value of Bonds at a securities market, or other indices or by a changein the condition of the business or assets of the party selling the Bonds or other parties.

+ead Issuing )ouseDBook !unnerE ?oint Issuing )ousesDBook !unnersE

!$E 14GG !$E <2=<=46

This Shelf rospectus and the securities hich it offers have been cleared and registered ith the Securities : %@change $ommission

7“$ommission08. It is a civil rong and a criminal offence under the Investments and Securities Act 7"o. 9G8 9225 to issue a rospectus

hich contains false or misleading information. $learance and registration of this Shelf rospectus and the securities, hich it offers,

do not relieve the parties from any liability arising under the Act for false and misleading statements contained herein or for any

omission of a material fact.

This Shelf rospectus has been issued in compliance ith the !ules and !egulations of the $ommission and contains particulars incompliance ith the reHuirements of the $ommission for the purpose of giving information ith regard to the rogramme.

The !egistration of this Shelf rospectus and any ricing Supplement thereafter does not in any ay hatsoever to suggest that the

Securities : %@change $ommission endorses or recommends the securities to be issued under the programme or assumes

responsibility for the correctness of any statement made or opinion or report e@pressed therein. "o Bonds ill be allotted or issued on

the basis of this rospectus read together ith a ricing Supplement later than to years after the date of the issue of this Shelf

rospectus.

The irectors of the $ompany accepts responsibility for the information contained in this document. To the best of their knoledge

and belief 7having taken all reasonable care to ensure that such is the case8, the information contained in this document is in

accordance ith the facts and does not omit anything likely to affect the import of such information.

ThThThThis Shelf rospectus is datedis Shelf rospectus is datedis Shelf rospectus is datedis Shelf rospectus is dated ctober 5, 92<=ctober 5, 92<=ctober 5, 92<=ctober 5, 92<=

This rogramme is valid for 9 years from the date of issue



$ontents

FS) Funding S/ lc The "<22,222,222,222 ebt Issuance rogramme. 9

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A!TI%S T T)% !&!A##% ........................................................................................................................................ =9

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%/%+#%"TS I" T)% "I&%!IA" BA"'I"& I"*ST!- ........................................................................................................... 9

%S$!ITI" F FS) F*"I"& S/ +$ .......................................................................................................................

%S$!ITI" F FS) #%!$)A"T BA"' +I#IT% .............................................................................................................. 5

!IS'S A" #ITI&ATI"& FA$T!S ................................................................................................................................... 12

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STAT*T!- : &%"%!A+ I"F!#ATI" ........................................................................................................................... <<6

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FS) Funding S/ lc The "<22,222,222,222 ebt Issuance rogramme. =

''''%-%-%-%- TTTT%!#S A"%!#S A"%!#S A"%!#S A" AAAABB!%/IATI"SBB!%/IATI"SBB!%/IATI"SBB!%/IATI"S

“Applicable ricing

Supplement0

The ricing Supplement applicable to a particular Series of Bonds issued under

the rogramme.

“Allotment ate0 The date on hich the Bonds are allotted to the Allottees by the IssuerD

Issuing )ouses.

“Board0 or “irectors0 Board of irectors of the $ompany.

“Bonds0 The registered bonds issued by the Issuer from time to time under the

rogramme ith aggregate value not e@ceeding "<22,222,222,222.

“Bondholder0 Any registered oner or beneficial oner of Bond units to be issued under the

rogramme.

“Business ay0 Any day e@cept Saturdays, Sundays and ublic )olidays on hich banks are

open for business in "igeria.

“$A#A0 $ompanies and Allied #atters Act $ap $92, +F", 922.

“$B"0 $entral Bank of "igeria.

“$ITA0 $ompanies Income Ta@ Act $ap $9<, +F", 922 7As amended by Act "o. << of

9225.

“$onditions0 or “Terms and

$onditions0

Terms and conditions in accordance ith hich the Bonds ill be issued, set

out in the section headed “Terms and $onditions of the Bonds 0 and in the

rogramme Trust eed.

“$oupon $ommencementate0

The first date from hich interest on a Series of the Bonds ill accrue,as specified in the Applicable ricing Supplement.

“$oupon etermination

ate0

The date falling no later than to Business ays prior to the Interest

ayment ate on hich the Trustees determine the interest rate

applicable on a Bond 7other than a Fi@ed !ate Bond8 for that Interest

eriod.

“$oupon ayment ate0 The date on hich coupon is to be paid to Bondholders as specified in the

Applicable ricing Supplement.

“$oupon eriod0 The period from 7and including8 an Interest ayment ate 7or the

Interest $ommencement ate8 to 7but e@cluding8 the ne@t Interest

ayment ate.

“$oupon0 The interest rate payable to Bondholders as specified in the Applicable ricing

Supplement.

“$S$S0 $entral Securities $learing System lc.

“aily fficial +ist0 The daily official list of The "S% hich provides information on a daily basis on

transactions that take place on the floor of The %@change.



''''%-%-%-%- TTTT%!#S A"%!#S A"%!#S A"%!#S A" AAAABB!%/IABB!%/IABB!%/IABB!%/IATI"STI"STI"STI"S

FS) Funding S/ lc The "<22,222,222,222 ebt Issuance rogramme.

“ebt Issuance rogramme0

or the “rogramme0

The ebt Issuance rogramme described in this Shelf rospectus pursuant to

hich FS) Funding S/ lc may issue ebt Securities from time to time, the

aggregate value of hich may not e@ceed ><22,222,222,222 7ne )undred

Billion "aira only8.

“ebt Securities0 Any securities, hich include registered bonds, promissory notes, certificates,

debentures and other obligations authoriKed to be issued under the

rogramme by FS) Funding S/ lc.

“%S0 %arnings per Share.

“Face /alue0 The nominal value of the Bond.

“FB" $apital0 or “+ead

Issuing )ouseDBookrunner0

FB" $apital +imited.

“Federal &overnment0 or

“F&"0

Federal &overnment of "igeria.

“FI!S0 Federal Inland !evenue Service.

“Fi@ed !ate Bonds0 Bonds in respect of hich interest is to be calculated and paid on a fi@ed rate

basis.

“Fi@ed !ate0 The rate of interest payable in respect of Fi@ed !ate Bonds.

“Floating !ate Bonds0 Bonds in respect of hich interest is to be calculated and paid on a floating

rate basis.

“FS)0 or “Sponsor0 FS) #erchant Bank +imited.

“&0 &ross omestic roduct.

“Inde@ +inked $oupon Bond0 A Bond on hich the payments of interest ill be calculated by

reference to an inde@ andDor formula or to changes in the prices of

securities or commodities or to such other factors as may be prescribed

in the Applicable ricing Supplement.

“ISA0 Investments and Securities Act "o 9G, 9225.

“Issue ate0 The date upon hich the relevant Series of the Bonds is issued, as

specified in the Applicable ricing Supplement.

“Issue rice0 The price at hich the Bonds are issued as specified in the Applicable

ricing Supplement.

“Issuer0 or the “$ompany0 FS) Funding S/ lc or “FS) Funding0.

“Issuing

)ousesDBookrunners0

FB" $apital, Stanbic IBT$ $apital and *BA $apital and any other

professional party that may be appointed by the $ompany to perform

such duties from time to time.

“?oint Issuing

)ousesDBookrunners0

Stanbic IBT$ $apital and *BA $apital.

“+F"0 +as of the Federation of "igeria.

“+isting !ules0 The +isting !ules of The "igerian Stock %@change.





“#aturity ate0 The date as specified in each Applicable ricing Supplement on hich

the rincipal Amount is due.

“#aster "otes Issuance

Agreement0

This is the Agreement dated on or about the 5th day of ctober, 92<=,

beteen FS), *BA Trustees +imited and FS) Funding S/ lc under

hich FS) issues "otes to FS) Funding S/ lc.

“"aira0 or “"0

“"A/0

The "igerian "aira.

"et Asset /alue.

“"igeria0 The Federal !epublic of "igeria, and the term “"igerian0 shall be

construed accordingly.

“"otes0 The registered debt securities issued by FS) from time to time ith

aggregate value of such debt securities not e@ceeding

"<22,222,222,222.

“"S%0 or the “%@change0 The "igerian Stock %@change.

“ension Act0 ension !eform Act $ap , +F" 922.

“FA0 ension Fund Administrator and its plural form shall be construed

accordingly.

Lricing Supplement0 The document7s8 to be issued pursuant to the Shelf rospectus hich

shall provide final terms and conditions of a specific issue of ebt

Securities under the rogramme.

“rincipal Amount0 The nominal amount of each Bond, as specified in the Applicable ricing

Supplement.

“rofessional arties0 rofessionals engaged by the Issuer to advise on the establishment of

the ebt Issuance rogramme and the issuance of Bonds thereunder.

“rogramme0 The ebt Issuance rogramme described in this Shelf rospectus

pursuant to hich the Issuer may issue several separate Series of Bonds

from time to time ith varying maturities and variable rates of interests

provided hoever that the aggregate principal value of Bonds

outstanding does not e@ceed "<22,222,222,222 7ne )undred Billion

"aira nly8.

“!ate of Interest0 The applicable rate of interest on any Bond 7other than a Fi@ed !ate

Bond8 to be determined on an Interest etermination ate for each

Interest eriod by the Trustee.

“!ecord ate0 The date on hich the list of Bondholders eligible to receive $oupon

payment is determined by reference to the !egister.

“!edemption Amount0 The aggregate rincipal Amount outstanding in respect of a series of

Bonds on the #aturity ate as specified in the Applicable ricing

Supplement.





“!egister0 The record kept at the specified office of the !egistrar into hich shall

be entered the names and addresses of each Bondholder and the

particulars, transfers and redemption of the Bonds held by each

Bondholder.

“!egistrar0 #arket perator appointed by the Issuer and authoriKed by the S%$ to

maintain the !egister of Bondholders.

“!elated arties0 Any body corporate, hich is the IssuerJs subsidiary or holding

$ompany or a subsidiary of the IssuerJs holding $ompany.

“S%$0 or “the $ommission0 Securities : %@change $ommission.

“Series0 A Tranche of Bonds together ith any further Tranche or Tranches of

Bonds hich are 7i8 e@pressed to be consolidated and form a single

series and 7ii8 are identical in all respects 7including as to listing8 e@ceptfor their respective Issue ates, Interest $ommencement ates andDor

Issue rices.

LSeries Trust eed0 #eans a deed supplementing or modifying the provisions of the

rogramme Trust eed entered into by the Issuer and the Trustee ith

regards to a specific Series and empoering the Trustee to hold,

administer and manage the applicable assets.

“Shelf rospectus0 The document issued in accordance ith the !ules and !egulations of

the S%$, hich details the aggregate siKe and broad terms and

conditions of the rogramme.

“Stanbic IBT$ $apital0

“Tranche0

Stanbic IBT$ $apital +imited.

Bonds hich are identical in all respects.

“Trust eed0 or “rogramme

Trust eed0

The Trust eed beteen FS) Funding S/ lc and the Trustee dated MNO

as may be amended, supplemented or restated from time to time.

“Trustees0 *BA Trustees +imited.

“Trustees Act0 Trustees Investments Act $ap T99, +F" 922.

“*BA $apital0 *BA $apital lc.

“*S0 or “*SP0 *nited States ollar, the laful currency of the *nited States of America.

“/alidity period0 A period not e@ceeding to 798 years after the date of the issue of this

Shelf rospectus.

“()T0 (ithholding Ta@ as provided for in section 56798 of $ITA.




IIII"F!#ATI""F!#ATI""F!#ATI""F!#ATI" !!!!%+AT% T T)IS%+AT% T T)IS%+AT% T T)IS%+AT% T T)IS SSSS)%+F)%+F)%+F)%+F !S%$T*S!S%$T*S!S%$T*S!S%$T*S

<. resentation of Informationresentation of Informationresentation of Informationresentation of Information

The information set forth herein has been obtained from official sources that are believed to be reliable, butis not guaranteed as to the accuracy or completeness. The information and e@pressions of opinion herein are

subect to change ithout notice and neither the delivery of this Shelf rospectus nor any issue made

hereunder or any future use of this Shelf rospectus shall, under any circumstance, create any impression

that there has been no change in the affairs of the Sponsor since the date hereof.

All financial and other information presented or incorporated by reference in this Shelf rospectus has been

provided by the Sponsor from its records, e@cept for information e@pressly attributed to other sources. The

presentation of certain information, including tables of receipts and other revenues, is intended to sho

recent historical information and is not intended to indicate future or continuing trends in the financial

position or other affairs of the $ompany. "o representation is made that past e@perience, as it might be

shon by such financial and other information, ill necessarily continue or be repeated in the future.

A ide variety of other information concerning the Sponsor, including financial information, is available on

the SponsorJs ebsite .fsdhgroup.com and authoriKed publicly available publications. Any such

information that is inconsistent ith the information set forth in this Shelf rospectus should be disregarded.

"o such information is a part of, or incorporated into this Shelf rospectus.

9.9.9.9. Financial InformationFinancial InformationFinancial InformationFinancial Information

*nless otherise indicated, the financial information regarding the Sponsor indicated in this Shelf rospectus

has been derived from the !eporting AccountantsJ !eport on the SponsorJs audited financial statements for

the five years ended ecember =<, 92<9. The SponsorJs financial statements for the years ended =2 ?une

9226, 922G, si@ months ended =< ec 922G and the year ended =< ecember 92<2 ere prepared under the

historical cost convention in accordance ith the Statement of accounting standards as issued by the "igerian

Accounting Standards Board, hile the financial statements for the year ended =< ecember 92<< and 92<9

have been prepared in accordance ith International Financial !eporting Standard 7IF!S8 as issued by the

International Accounting Standard Board 7IASB8 and are presented in "aira.

=.=.=.=. !ounding!ounding!ounding!ounding

$ertain numerical figures included in this Shelf rospectus have been subect to rounding adustments.

Accordingly, figures shon in the same category presented in different tables may vary slightly and figures

shon in totals in certain tables may not be an arithmetic aggregation of the figures hich precede them.

. Forard +ooking Statements. Forard +ooking Statements. Forard +ooking Statements. Forard +ooking Statements

$ertain statements included herein and in any ricing Supplement may constitute forard looking statements

that involve a number of risks and uncertainties because they relate to events and depend on circumstances

that may or may not occur in the future. Such forard looking statements can be identified by the use of

forard looking terminology such as “believes0, “e@pects0, “may0, “are e@pected to0, “intends0, “ill0, “ill

continue0, “should0, “ould be0, “seeks0, “appro@imately0 or “anticipates0 or similar e@pressions or the

negative thereof or other variations thereof or comparable terminology. These forard looking statements

include all matters that are not historical facts and include statements regarding the IssuerJs intentions,



IIII"F!#ATI""F!#ATI""F!#ATI""F!#ATI" !!!!%+AT% T%+AT% T%+AT% T%+AT% T T)IST)IST)IST)IS SSSS)%+F)%+F)%+F)%+F !!!!S%$T*SS%$T*SS%$T*SS%$T*S


beliefs or current e@pectations concerning, amongst other things, the IssuerJs operating results, financial

condition, liHuidity, prospects, groth, strategies and the industry in hich it operates.

rospective investors should be aare that forard looking statements are not guarantees of future development of the industry in hich the Sponsor operates, as this may differ materially from those made in

or suggested by the forard looking statements contained in this Shelf rospectus. In addition, even if the

SponsorJs results of operations, financial condition and liHuidity and the development of the industry in hich

it operates are consistent ith the forard looking statements contained in this Shelf rospectus, those

results or developments may not be indicative of results or developments in subseHuent periods.

Factors that could cause actual results to differ materially from the SponsorJs e@pectations are contained in

the cautionary statements in this Shelf rospectus and include, among other things, the folloingE

o %conomic and political conditions in international markets, including governmental changesC

o $hanges in ta@ reHuirements, including ta@ rate changes, ne ta@ las and revised ta@ lainterpretationsC

o verall political, economic and business conditions in "igeriaC

o $hanges in government regulations, especially those pertaining to the SponsorJs industryC

competitive factors in the industries in hich the Sponsor and its customers operateC

o The demand for the SponsorJs products and servicesC

o Interest rate fluctuations and other capital market conditionsC

o ossible hostilities and disruptions in the "orthern regionC

o The timing, impact and other uncertainties of future actionsC and

o %@change rate fluctuations.

The sections of this Shelf rospectus titled “!isk Factors0, “escription of FS) &roup0 and “Statutory and&eneral Information0 contain a more detailed discussion of the factors that could affect the SponsorJs future

performance and the industry in hich it operates. In light of these risks, uncertainties and assumptions, the

forard looking events described in this Shelf rospectus may not occur.

The Issuer does not undertake any obligation to update or revise any forard looking statement, hether as a

result of ne information, future events or otherise. All subseHuent ritten and oral forard looking

statements attributable to the Issuer or to persons acting on its behalf are e@pressly Hualified in their entirety

by the cautionary statements referred to above and contained elsehere in this Shelf rospectus.



FS) Funding S/ lc The "<22,222,222,222 ebt Issuance rogramme. G

IIII"$!!ATI" F"$!!ATI" F"$!!ATI" F"$!!ATI" F $*#%"TS B-$*#%"TS B-$*#%"TS B-$*#%"TS B- !!!!%F%!%"$%%F%!%"$%%F%!%"$%%F%!%"$%

This Shelf rospectus should be read and construed in conunction ithE

<. %ach Applicable ricing Supplement relating to any Series of the Bonds issued under this Shelf

rospectusC and

9. The audited annual financial statements 7and notes thereto8 and any audited interim financial

statements published subseHuent to such annual financial statements of the Sponsor for the five

financial years prior to each issue of Bonds under this rogramme, hich shall be deemed to be

incorporated in, and to form part of, this Shelf rospectus and hich shall be deemed to modify and

supersede the contents of this Shelf rospectus as appropriate.

The Issuer ill provide at no cost to each prospective investor upon reHuest, a copy of any of the documents

deemed to be incorporated herein by reference, unless such documents have been modified or superseded.

!eHuests for such documents shall be directed to the Issuer at its registered office as set out in this Shelf

rospectus or the Issuing )ousesDBook !unners at the address stated beloE

)ead, $apital #arkets )ead, ebt $apital #arkets )ead $apital #arkets

FB" $apital +imitedFB" $apital +imitedFB" $apital +imitedFB" $apital +imited Stanbic IBT$ $apitalStanbic IBT$ $apitalStanbic IBT$ $apitalStanbic IBT$ $apital +imited+imited+imited+imited *BA $apital lc*BA $apital lc*BA $apital lc*BA $apital lc

<1, 'effi Street =rd Floor, Building A *BA )ouse

South (est Ikoyi I.B.T.$ lace 45, #arina

+agos (alter $arrington $rescent, /DI +agos

TelE Q9=3<395G6=22 e@t 9=21 TelE Q9=32<3996<=G TelE Q9=3<39625699



FS) Funding S/ lc The "<22,222,222,222 ebt Issuance rogramme. <2

IIIISS*% FSS*% FSS*% FSS*% F !I$I"&!I$I"&!I$I"&!I$I"& SSSS*+%#%"T*+%#%"T*+%#%"T*+%#%"T

Folloing the publication of this Shelf rospectus, a ricing Supplement shall be prepared by the Issuer for

the approval of the S%$ in accordance ith !ule 27c8 17b8 of the S%$ !ules and !egulations, in relation to anyseries of Bonds issued under The rogramme.

Statements contained in any such ricing Supplement shall, to the e@tent applicable 7hether e@pressly, by

implication or otherise8, be deemed to modify or supersede statements contained in this Shelf rospectus.

Any statement so modified or superseded shall not, e@cept as so modified or superseded, constitute a part of

this Shelf rospectus.

In the event of any significant ne factor, material mistake or inaccuracy relating to the information included

in this Shelf rospectus hich is capable of affecting the assessment of the Bonds, the Issuer ill prepare an

addendum to this Shelf rospectus or publish a ne Shelf rospectus for use in connection ith any

subseHuent issue of Bonds.



FS) Funding S/ lc The "<22,222,222,222 ebt Issuance rogramme. <<

%$+A!ATI" B- T)%%$+A!ATI" B- T)%%$+A!ATI" B- T)%%$+A!ATI" B- T)% IIIISS*%!SS*%!SS*%!SS*%!




RC 444999

TTTT)%)%)%)% !&!A##%!&!A##%!&!A##%!&!A##%

This Shelf rospectus and the documents specified herein have been delivered to the S%$ for clearance and registration. The

registration of this Shelf rospectus and any subseHuent ricing Supplement shall not be taken to indicate that the S%$

endorses or recommends the Bonds to be issued under the rogramme or assumes responsibility for the correctness of any

statements made or opinions or reports e@pressed herein.

This Shelf rospectus is issued pursuant to the !ules and !egulations of the $ommission and contains particulars in

compliance ith the reHuirements of the S%$ for the purpose of giving information to the public ith regard to the

"<22,222,222,222 ebt Issuance rogramme established by the $ompany. The specific terms of each Series of the Bonds in

respect of hich this Shelf rospectus is being delivered ill be set forth in the Applicable ricing Supplement and shall

include the specific designation, aggregate principal amount, the currency or currency unit for hich the Bonds may be

purchased, maturity, interest provisions, authorised denominations, issue price, any terms of redemption and any other

specific terms. If a specific issue under the rogramme reHuires a listing, an application ill be made to the &overning $ouncil

of The "S% for the admission of such Bonds to its aily fficial +ist.

%ach of the irectors of the $ompany represents that he has taken all reasonable care to ensure that the informationconcerning the $ompany contained in this Shelf rospectus is true and accurate in all material respects, on the date of this

Shelf rospectus and that as of the date hereof there are no other material facts in relation to the $ompany, the omission of

hich ould make misleading any statement herein, hether in fact or opinion.

!$E <2=<=46

" B%)A+F F" B%)A+F F" B%)A+F F" B%)A+F F

FS) FFS) FFS) FFS) Fundingundingundingunding S/S/S/S/ lclclclc7!$E <<9=<128

areareareare authoriKed to issue this Shelf rospectus in respect of authoriKed to issue this Shelf rospectus in respect of authoriKed to issue this Shelf rospectus in respect of authoriKed to issue this Shelf rospectus in respect of

T)%T)%T)%T)% >>>><22,222,222,222<22,222,222,222<22,222,222,222<22,222,222,222 %BT%BT%BT%BT ISS*A"$% !&!A##%ISS*A"$% !&!A##%ISS*A"$% !&!A##%ISS*A"$% !&!A##%

This Shelf rospectus containsE

<. on page <<, the declaration to the effect that the Issuer did not breach any terms and conditions in respect of borroed

monies hich resulted in the occurrence of an event of default and an immediate recall of such borroed monies during

the telve calendar months immediately preceding the date of filing an application ith the S%$ for the registration of

this Shelf rospectusC

9. on pages 69 3 <<, the !eporting AccountantsJ !eport prepared by Akintola (illiams eloitte for the years ended ?une

=2, 9226 922G, si@ months ended ecember =<, 922G and years ended ecember =<, 92<2 3 92<9 historical audited

financial information by the Sponsor for incorporation in this Shelf rospectusC

=. on page <<4, an e@tract of the !ating !eport on the Sponsor by Agusto : $o. +imited for incorporation in this Shelf

rospectusC and

. on page <<5, the legal opinion issued by the Solicitors to the rogramme, F. . Akinrele : $o., on the effect of claims and

litigation against the Sponsor on the rogramme.

This Shelf rospectus is valid until ctober 1, 92<4C "o Bonds shall be issued on the basis of this Shelf rospectus read

together ith the Applicable ricing Supplement later than to years after the Issue ate indicated on the cover of this Shelf

rospectus. This Shelf rospectus can be obtained at the office of the Issuer and the Issuing )ouses and is also available on

the $ompany ebsiteE .fsdhgroup.com, throughout its validity period.

!$E 14GGG



FS) Funding S/ lc The "<22,222,222,222 ebt Issuance rogramme. <=

Bondholders

Bonds

Naira

FSDH Funding

SPV Plc

Interest and

Principal payments

Purchase of Notes

under the Notes

Issuance Agreement

Notes Issuance

Agreement

FSDH Merchant

Bank Limited

Interest & Principal

paymentsRating

Trustees

TTTT!A"SA$TI"!A"SA$TI"!A"SA$TI"!A"SA$TI" /%!/I%(/%!/I%(/%!/I%(/%!/I%(

The information contained in this section is a summary of certain aspects of the rogramme and the principal features of the Bonds. This

summary does not contain all of the information that you should consider before investing in the Bonds nor does it purport to be a complete

or professional revie of the investment situation regarding the possible acHuisition of the Bonds, hich you may currently be considering.

Therefore, it should be read in conunction ith, and is Hualified in its entirety by, reference to the detailed information presented in the

remainder of this Shelf rospectus and to the detailed provisions of each of the ffer ocuments and the applicable ricing Supplement.

Investors should read the entire Shelf rospectus carefully, especially the risks involved in investing in the Bonds hich are discussed under

“!isk Factors0.

escriptionescriptionescriptionescription of Transaction Structureof Transaction Structureof Transaction Structureof Transaction Structure

The Issuer is a special purpose vehicle, set up to issue bonds to the public in order to provide funding to the

Sponsor. Therefore, the net proceeds of all issuances under the rogramme ill be onlent to the Sponsor via

the purchase of promissory notes and any other debt securities issued by the Sponsor to the Issuer 7“the

"otes08 as may be agreed from time to time.

*tilisat*tilisat*tilisat*tilisation of the Issue roceedsion of the Issue roceedsion of the Issue roceedsion of the Issue roceeds

ursuant to the "otes Issuance Agreement, entered into beteen the Sponsor, the Issuer and the Trustee, theIssuer shall purchase the "otes from the Sponsor, ith the proceeds from the Bond Issuance.

Servicing ofServicing ofServicing ofServicing of the Bondsthe Bondsthe Bondsthe Bonds

The $oupon and the principal payable on the Bonds to the Bondholders ill be serviced ith the payments

received by the Issuer from its investments in the "otes of the Sponsor in accordance ith the terms of the

"ote Issuance Agreement.

eed of *ndertakingeed of *ndertakingeed of *ndertakingeed of *ndertaking

The Bonds are backed by a eed of *ndertaking entered into by the Sponsor and the Trustees on behalf of

bondholders supporting the due discharge of all the obligations of the Issuer under the rogramme



FS) Funding S/ lc The "<22,222,222,222 ebt Issuance rogramme. <

SSSS*##A!-*##A!-*##A!-*##A!- F T)%F T)%F T)%F T)% !&!A##%!&!A##%!&!A##%!&!A##%

The folloing summary should be read in conunction ith, and is Hualified in its entirety by, the detailed information appearing elsehere in

this Shelf rospectus. rospective investors in the Bonds should see “!isk Factors0 that should be considered in connection ith an

investment in the Bonds.

TermsTermsTermsTerms efinitionsefinitionsefinitionsefinitions

IssuerIssuerIssuerIssuer FS) Funding S/ lcFS) Funding S/ lcFS) Funding S/ lcFS) Funding S/ lc....

SponsorSponsorSponsorSponsor FS) #erchant Bank +imited.

rogramme escriptionrogramme escriptionrogramme escriptionrogramme escription rogramme of non3convertible medium3term 7ith a minimum of = years8 senior

or subordinated debt instruments to be issued in Series. The rogramme covers

Fi@ed !ate Bonds, Floating !ate Bonds, !everse Floating Bonds, Rero $oupon

Bonds and any combinations thereof, all of hich shall be denominated in "aira or

in such other currency as may be agreed beteen the Issuing )ouses and the

Issuer and specified in the Applicable ricing Supplement.

"o Bonds shall be offered on the basis of this Shelf rospectus or a ricingSupplement after the e@piration of the to 798 year validity period of the Shelf

rospectus.

The Bonds shall be constituted by the rogramme Trust eed and a Series Trust

eed. The provisions of the rogramme Trust eed shall apply separately and

independently to the Bonds, provided that any terms and conditions relevant to

additional Bonds, if any, under the rogramme shall be governed by the relevant

Series Trust eed.

rogramme SiKerogramme SiKerogramme SiKerogramme SiKe "<22,222,222,222 7ne )undred Billion "aira nly8.

+ead Issuing+ead Issuing+ead Issuing+ead Issuing

)ouseDBook !unner)ouseDBook !unner)ouseDBook !unner)ouseDBook !unner

FB" $apital +imited.

?oint ?oint ?oint ?oint IssuingIssuingIssuingIssuing

)ouse)ouse)ouse)ousessssDBook !unnerDBook !unnerDBook !unnerDBook !unnerssss

Stanbic IBT$ $apital +imited

*BA $apital lc.

TTTTrusteerusteerusteerustee *BA Trustees +imited.

*se of roceeds*se of roceeds*se of roceeds*se of roceeds roceeds from all issuances under the rogramme ill go toards purchasing

"otes issued by the Sponsor.

#aturity ate#aturity ate#aturity ate#aturity ate As specified in the Applicable ricing Supplement.

ayment ateayment ateayment ateayment ate As specified in the Applicable ricing Supplement.

#ethod of Issue#ethod of Issue#ethod of Issue#ethod of Issue The Bonds may be offered and sold by ay of a public offer, private placement via

book build process, or any other methods permitted by the S%$ as specified in

each Applicable ricing Supplement.

Issuance in SerieIssuance in SerieIssuance in SerieIssuance in Seriessss The Bonds ill be issued in series and each Series may comprise one or more

tranches issued on different dates. The Bonds in each Series ill have the same

maturity date and identical terms 7e@cept that the Issue ates, Issue rice, Interest

$ommencement ates and related matters may be different8. etails applicable to

each Series ill be specified in the Applicable ricing Supplement.

Issue riceIssue riceIssue riceIssue rice The Bonds may be issued at their principal amount or at a premium or discount to

their principal amount, as specified in the Applicable ricing Supplement.

$oupon$oupon$oupon$oupon !efers to both the specified rate of interest on a Bond.





$urrency of$urrency of$urrency of$urrency of ebtebtebtebt

SecuritiesSecuritiesSecuritiesSecurities

"igerian "aira or any other currency as may be agreed beteen the Issuer and

the Issuing )ouses and specified in the Applicable ricing Supplement, subect

to compliance ith all applicable legal and regulatory reHuirements.

Fi@ed !ate BondsFi@ed !ate BondsFi@ed !ate BondsFi@ed !ate Bonds Fi@ed !ate Bonds ill bear $oupons hich ill be payable in arrears on each

$oupon ayment ate as may be specified in the Applicable ricing Supplement.

Floating !ate BondsFloating !ate BondsFloating !ate BondsFloating !ate Bonds Floating !ate Bonds ill bear interest at a rate on such basis as may be agreed

beteen the Issuer and Issuing )ouse7s8 as is specified in the Applicable ricing

Supplement, and ill be calculated on such basis as may be specified in the

Applicable ricing Supplement.

Inde@Inde@Inde@Inde@3333+inked Bonds+inked Bonds+inked Bonds+inked Bonds The Issuer may offer Bonds hich provide for payments of principal or premium

or interest hich are linked to a currency, securities e@change or commodities

e@change inde@ or other inde@ as stated in the Applicable ricing Supplement.

Specific provisions regarding the manner in hich such payments are to be

calculated and made ill be set forth in the Applicable ricing Supplement.

enominationsenominationsenominationsenominations The Bonds ill be issued in such denominations as specified in the Applicable

ricing Supplement.

TenorTenorTenorTenor The Bonds may be issued ith maturities of three years or longer as indicated in

the Applicable ricing Supplement, subect to such minimum or ma@imum

maturities as may be alloed or reHuired from time to time by the Issuer or any

las or regulations applicable to the Issuer.

ther Terms andther Terms andther Terms andther Terms and

$onditions$onditions$onditions$onditions

Terms applicable to each Series as specified in the Applicable ricing

Supplement other than those specifically contemplated under this Shelf

rospectus hich the Issuer and the Issuing )ouses may agree to issue under

the rogramme subect to compliance ith all relevant applicable las and

regulations.

Interest and rincipalInterest and rincipalInterest and rincipalInterest and rincipal

aymentaymentaymentayment

The Issuer ill pay interest and principal on each Series to applicable unit

holders of record on the last Business ay of the calendar month preceding the

applicable ayment ateC All such payments ill be payable by the Issuer as

stated in the Applicable ricing Supplement.

rincipal !erincipal !erincipal !erincipal !edemptiondemptiondemptiondemption %ach Series ill be redeemed on the date7s8 specified in the Applicable ricing

Supplement.

%arly !edemption%arly !edemption%arly !edemption%arly !edemption %arly redemption ill be permitted only to the e@tent specified in the Applicable

ricing Supplement and then only subect to any applicable legal or regulatorylimitations.

!edemption Amounts!edemption Amounts!edemption Amounts!edemption Amounts The Applicable ricing Supplement ill specify the redemption amount or, if

applicable the basis for calculating the redemption amounts payable.





Ta@ationTa@ationTa@ationTa@ation The Bonds issued under the rogramme are ta@ e@empt in line ith the ta@

e@emptions 7valid for a period of ten 7<28 years8 granted by the resident of the

Federal !epublic of "igeria from ecember G, 92<< as contained in the$ompanies Income Ta@ 7%@emption of Bonds and Short Term &overnment

Securities8 rder 92<<, the /alue Added Ta@ 7%@emption of roceeds of the

isposal of &overnment and $orporate Securities8 rder 92<< and the ersonal

Income Ta@ 7Amendment8 Act 92<<. lease refer to the section on Ta@

$onsiderations on page =< for a detailed description of the ta@ considerations.

SponsorSponsorSponsorSponsorJs !atingJs !atingJs !atingJs !ating !ating Agency!ating Agency!ating Agency!ating Agency -ear-ear-ear-ear $redit !ating$redit !ating$redit !ating$redit !ating

Agusto : $o. +imited 92<= A3

BondBondBondBond !atings!atings!atings!atings !ating for each Series under the rogramme ill be defined in the relevant

ricing Supplement.

!anking!anking!anking!anking The Bonds may be Senior or Subordinated Bonds as indicated in the Applicable

ricing Supplement.

+isting+isting+isting+isting %ach Series of the Bonds may be listed on The "S%, andDor admitted to listing,

trading and are Huoted by a listing authority and a stock e@change as specified

in the Applicable ricing Supplement.

"egative ledge"egative ledge"egative ledge"egative ledge The Issuer hereby covenants that, hile any portion of the Bond remains

outstandingC it shall not create any charge, mortgage, lien, pledge or other

security interest upon any of its assets or any other party or any other

indebtedness guaranteed by it ithout the prior ritten consent of the Trustee.

(here the Trustee so consents, the Issuer shall at the same time as the creation

of such indebtedness grant to the Trustee 7for the benefit of the Bondholders8the same or eHuivalent security as is granted in relation to the indebtedness.

&overning +a&overning +a&overning +a&overning +a The Bond Issue, the Trust eed and related documents 7the “Transaction

ocuments08 ill be governed by the las of the Federal !epublic of "igeria.




TTTT%!%!%!%!#S A"#S A"#S A"#S A" $$$$"ITI"S F T)%"ITI"S F T)%"ITI"S F T)%"ITI"S F T)% !&!A##%!&!A##%!&!A##%!&!A##%

The folloing is the te@t of the terms and conditions hich 7subect to amendment and as completed, modified, supplemented, varied or

replaced, in hole or in part, by the conditions hich form part of the relevant Series Trust eed, Supplementary Shelf rospectus andDor

ricing Supplement8 ill be deemed incorporated into the Bonds.

The provisions of these Terms and $onditions hich are applicable to the Bonds issued under the rogramme shall be deemed to becompleted by the information supplied in the relevant Series Trust eed. Any provisions of the Series Trust eed, ricing Supplement or

Supplementary Shelf rospectus modifying supplementing or replacing in hole or in part, the provisions of these $onditions shall be so

construed, and all provisions of these Terms and $onditions hich are inapplicable to the Bonds of any Series shall be deemed deleted from

these $onditions as reHuired to give effect to the relevant Series Trust eed, ricing Supplement or Supplementary Shelf rospectus.

The BondsThe BondsThe BondsThe Bonds

The Bonds are constituted by a rogramme Trust eed 7the rogramme Trust eed8 dated @@@ 92<=

7the “Trust eed08 beteen FS) Funding S/ lc 7the Issuer8 and *BA Trustees +imited 7the

Trustee0, hich e@pression shall include all persons ho for the time being are trustee or trustees

under the Trust eed8 as Trustee for the purpose of acting on behalf of the Bondholders. The

statements set out in these Terms and $onditions 7the “$onditions08 and in the relevant e@tracts from

the rogramme Trust eed on pages 14 3 6< of the Shelf rospectus, include summaries of, and aresubect to the detailed provisions of the rogramme Trust eed. The Bondholders are entitled to the

benefit of, are bound by, and are deemed to have notice of all the provisions of the rogramme Trust

eed and the relevant Series Trust eed applicable to them. The rogramme Trust eed and any

Series Trust eed are hereinafter collectively referred to as the Trust eed. $opies of the Trust

eed are available for inspection during normal business hours at the specified offices of the Trustee

throughout the tenor of the rogramme.

These Terms and $onditions include summaries of, and are subect to the detailed provisions of the

Trust eed.

(ords and e@pressions defined in the Trust eed 7as some have been or may be amended, varied orsupplemented from time to time ith the consent of the parties thereto8 are e@pressly and

specifically incorporated to and shall apply to these $onditions.

Terms in capital letters used but not defined in the $onditions shall have the meanings attributed to

them in the Trust eed unless the conte@t otherise reHuires or unless otherise stated.

<.<.<.<. Form of the BondsForm of the BondsForm of the BondsForm of the Bonds

The Bonds shall be issued in uncertificated dematerialisedDbook entry form constituted

by this Trust eed and the applicable Series Trust eed and shall be credited to )oldersJ

Accounts on the $S$S. There shall be no paper certificates.

9.9.9.9. Title to the BondsTitle to the BondsTitle to the BondsTitle to the Bonds

%@cept as may subseHuently be agreed beteen the arties in a Series Trust eed, the

Bondholder 7or his legal representative8 shall be deemed and regarded as the absolute oner

of the Bonds registered in his name on the !egister and, credited into his $S$S account for

all purposes including but not limited to the payment of principal, premium 7if any8, and

$oupon 7if any8.

=.=.=.=. Status of the BondsStatus of the BondsStatus of the BondsStatus of the Bonds

The Bonds shall constitute direct, unconditional obligations of the Issuer and shall rank pari

passu and ithout any preference among themselves 7subect to modifications in any Series

Trust eed8. The payment obligations of the Issuer in respect of principal and interest



TTTT%!#S A"%!#S A"%!#S A"%!#S A" $$$$"ITI"S F T)%"ITI"S F T)%"ITI"S F T)%"ITI"S F T)% !&!A##%!&!A##%!&!A##%!&!A##%


thereon shall save for such obligations as may be preferred by applicable legislation relating

to creditorJs rights, at all times rank at least eHually ith all other unsecured indebtedness

and monetary obligations of the Issuer, present and future.

....

Interest and other $alculationsInterest and other $alculationsInterest and other $alculationsInterest and other $alculations

In this $lauseE

“$oupon Accrual eriod0“$oupon Accrual eriod0“$oupon Accrual eriod0“$oupon Accrual eriod0 means the period beginning on 7and including8 the $oupon

$ommencement ate and ending on 7but e@cluding8 the first $oupon eriod ate and each

successive period beginning on 7and including8 a $oupon eriod ate and ending on 7but

e@cluding8 the ne@t succeeding $oupon eriod ateC

“$oupon Amount0“$oupon Amount0“$oupon Amount0“$oupon Amount0 means

7i8 in respect of a $oupon Accrual eriod, the amount of coupon payable per $alculation

Amount for that $oupon Accrual eriod and hich, in the case of Fi@ed !ate Bonds,

and unless otherise specified hereon, shall mean the Fi@ed $oupon Amount or

Broken Amount specified hereon as being payable on the $oupon ayment ate

ending the $oupon eriod of hich such $oupon Accrual eriod forms partC and

7ii8 in respect of any other period, the amount of coupon payable per $alculation

Amount for that periodC

“$oupon etermination ate0“$oupon etermination ate0“$oupon etermination ate0“$oupon etermination ate0 means, ith respect to a !ate of Interest and $oupon Accrual

eriod, the date specified as such in respect of the BondsC

“$oupon eriod0“$oupon eriod0“$oupon eriod0“$oupon eriod0 means the period beginning on 7and including8 the $oupon $ommencement

ate and ending on 7but e@cluding8 the first $oupon ayment ate and each successive

period beginning on 7and including8 a $oupon ayment ate and ending on 7but e@cluding8

the ne@t succeeding $oupon ayment ateC

“$oupon eriod ate0“$oupon eriod ate0“$oupon eriod ate0“$oupon eriod ate0 means each $oupon ayment ate unless otherise specified in the

applicable Supplemental Trust eed andDor ricing Supplement in respect of the BondsC

“$oupon !ate0“$oupon !ate0“$oupon !ate0“$oupon !ate0 or “!ate of Interest0“!ate of Interest0“!ate of Interest0“!ate of Interest0 means the rate of interest payable from time to time in

respect of $oupon3bearing Bonds of a Series or Tranche and that is either specified or

calculated in accordance ith the provisions in respect of such BondsC

“ay $ount Fraction0“ay $ount Fraction0“ay $ount Fraction0“ay $ount Fraction0 means, in respect of the calculation of an amount of interest on Bonds

of a Series for any period of time 7from and including the first day of such period to but

e@cluding the last8 7hether or not constituting a $oupon eriod or latest Accrual eriod, the

“$alculation eriod08C

“etermination ate0“etermination ate0“etermination ate0“etermination ate0 means the date specified in respect of the Bonds of a Series or, if none

is so specified, the $oupon ayment ateC

“etermi“etermi“etermi“etermination eriod0nation eriod0nation eriod0nation eriod0 means the period from and including a etermination ate in any

year to but e@cluding the ne@t etermination ateC




FS) Funding S/ lc The "<22,222,222,222 ebt Issuance rogramme. <G

“'obo“'obo“'obo“'obo0000 means the sub3unit of the "aira.

7a8 $oupon on Fi@ed !ate Bonds

The Bonds shall bear $oupon on the outstanding nominal amount at the relevant Fi@ed

$oupon Amount for the applicable $oupon eriod. The amount of $oupon payable shall be

determined in accordance ith $ondition 7e8.

7b8 $oupon on Floating !ate BondsE

7i8 $oupon ayment atesE Floating !ate Bonds shall accrue $oupon on the outstanding nominal

amount from the $oupon $ommencement ate at the rate per annum 7e@pressed as a

percentage8 eHual to the $oupon !ate, such $oupon being payable in arrears on each

7ii8 $oupon ayment ate.

The $oupon amount payable shall be determined in accordance ith $ondition 7e8.

Such $oupon ayment ate7s8 isDare either shon in the relevant Supplemental Trust eed

andDor ricing Supplement as Specified $oupon ayment ates or, if no Specified $oupon

ayment ate7s8 isDare shon in the relevant Supplemental Trust eed andDor ricing

Supplement, $oupon ayment ate shall mean each date hich falls the number of months

or other period shon in the relevant Supplemental Trust eed andDor ricing Supplement as

the specified period after the preceding $oupon ayment ate or, in the case of the first

$oupon ayment ate, after the $oupon $ommencement ate.

7iii8 Business ay $onventionE If any date referred to in these $onditions that is specified to be

subect to adustment in accordance ith a Business ay $onvention ould otherise fall on

a day that is not a Business ay, then, if the Business ay $onvention specified is 7A8 the

Floating !ate Business ay $onvention, such date shall be postponed to the ne@t day that is

a Business ay unless it ould thereby fall into the ne@t calendar month, in hich event 7i8

such date shall be brought forard to the immediately preceding Business ay and 7ii8 each

subseHuent such date shall be the last Business ay of the month in hich such date ould

have fallen had it not been subect to adustment, 7B8 the Folloing Business ay $onvention,

such date shall be postponed to the ne@t day that is a Business ay, 7$8 the #odified

Folloing Business ay $onvention, such date shall be postponed to the ne@t day that is a

Business ay unless it ould thereby fall into the ne@t calendar month, in hich event such

date shall be brought forard to the immediately preceding Business ay or 78 the

receding Business ay $onvention, such date shall be brought forard to the immediately

preceding Business ay.

7iv8 $oupon !ateE The $oupon !ate in respect of Floating !ate Bonds for each $oupon Accrual

eriod shall be determined in the manner specified in the relevant ricing Supplement.

7c8 Rero $oupon Bonds

(here any Rero $oupon Bonds is repayable prior to the #aturity ate and is not paid hen

due, the amount due and payable prior to the #aturity ate shall be the %arly !edemption

Amount of such Bonds. As from the #aturity ate, the interest for any overdue principal of

such Bonds shall be a rate per annum 7e@pressed as a percentage8 eHual to the Amortisation

-ield 7as described in $ondition 47b87i88.





7d8 #argin, #a@imumD#inimum !ates of Interest, Instalment Amounts and !edemption Amounts

!ate #ultipliers and !ounding

7i8 If any #argin is specified in respect of the Bonds 7either 7i8 generally, or 7ii8 in relation to one

or more $oupon Accrual eriods8, an adustment shall be made to all !ates of Interest, in the

case of 7i8,or the !ates of Interest for the specified $oupon Accrual eriods, in the case of 7ii8,

calculated in the manner specified in the Supplemental Trust eed andDor the relevant

ricing Supplement by adding 7if a positive number8 or subtracting the absolute value 7if a

negative number8 of such #argin or multiplying by such !ate #ultiplier, subect alays to the

ne@t paragraph.

7ii8 If any ma@imum or minimum rate of interest, instalment amount or redemption amount is

specified in respect of any series of the Bonds, then any rate of interest, instalment amount

or redemption amount shall be subect to such ma@imum or minimum, as the case may be.

7iii8 For the purposes of any calculations reHuired pursuant to these $onditions 7unless otherise

specified8, 7i8 all percentages resulting from such calculations shall be rounded, if necessary,

to the nearest one hundred3thousandth of a percentage point 7ith halves being rounded

up8, 7ii8 all figures shall be rounded to seven significant figures 7ith halves being rounded

up8C and 7iii8 all amounts that fall due and payable shall be rounded to the nearest 'obo 7ith

halves being rounded up8.

7e8 $alculations

The $oupon Amount payable in respect of each Bond shall be specified in 7an

amortisationDpayment schedule appended to8, or determined in accordance ith, the

applicable Supplemental Trust eed andDor ricing Supplement. The $oupon Amount

payable in respect of any Bonds for any $oupon Accrual eriod shall be calculated by

multiplying the product of the !ate of Interest and the rincipal Amount utstanding of such

Bonds as specified in the applicable Supplemental Trust eed andDor ricing Supplement

7“the $alculation Amount08 by the ay $ount Fraction for such $oupon Accrual eriod and

rounding the resulting figure to the nearest sub3unit of the "aira, unless a $oupon Amount

7or formula for its calculation8 is specified in respect of such $oupon Accrual eriod, in hich

case the $oupon Amount payable per $alculation Amount in respect of such Bonds for such

$oupon Accrual eriod shall eHual such $oupon Amount 7or be calculated in accordance ith

such formula8. (here any $oupon eriod comprises to or more $oupon Accrual eriods, the

$oupon Amount payable per $alculation Amount in respect of such $oupon eriod shall be

the sum of the $oupon Amount payable in respect of each of those $oupon Accrual eriods.

In respect of any other period for hich $oupon is reHuired to be calculated, the provisions

above shall apply save that the ay $ount Fraction shall be for the period for hich $oupon

is reHuired to be calculated.

7i8 if “ActualD=140 or “ActualDActual3I$#A0 is specified in respect of the Bonds, the actual

number of days in the $alculation eriod divided by =14 7or, if any portion of that $alculation

eriod falls in a leap year, the sum of 7A8 the actual number of days in that portion of the

$alculation eriod falling in a leap year divided by =11 and 7B8 the actual number of days in

that portion of the $alculation eriod falling in a non3leap year divided by =148C




FS) Funding S/ lc The "<22,222,222,222 ebt Issuance rogramme. 9<

7ii8 if “ActualD=14 7Fi@ed80 is specified in respect of Bonds of a Series, the actual number of days

in the $alculation eriod divided by =14C

7iii8 if “ActualD=120 is specified in respect of Bonds of a Series, the actual number of days in the

$alculation eriod divided by =12C

7iv8 if “=2D=120, “=12D=120 or “Bond Basis0 is specified in respect of the Bonds, the number of

days in the $alculation eriod divided by =12 7the number of days to be calculated on the

basis of a year of =12 days ith <9 =23day months 7unless 7a8 the last day of the $alculation

eriod is the =<st day of a month but the first day of the $alculation eriod is a day other

than the =2th or =<st day of a month, in hich case the month that includes that last day

shall not be considered to be shortened to a =23day month, or 7b8 the last day of the

$alculation eriod is the last day of the month of February, in hich case the month of

February shall not be considered to be lengthened to a =23day month8C

7v8 if “=2%D=120 or “%urobond Basis0 is specified in respect of the Bonds, the number of days in

the $alculation eriod divided by =12 7the number of days to be calculated on the basis of a

year of =12 days ith <9 =23day months, ithout regard to the date of the first day or last

day of the $alculation eriod unless, in the case of a $alculation eriod ending on the

#aturity ate, the #aturity ate is the last day of the month of February, in hich case the

month of February shall not be considered to be lengthened to a =23day month8C

and

7vi8 if “ActualDActual0 is specified in respect of the BondsE

7a8 if the $alculation eriod is eHual to or shorter than the etermination eriod during

hich it falls, the number of days in the $alculation eriod divided by the product of

7@8 the number of days in such etermination eriod and 7y8 the number of

etermination eriods normally ending in any yearC and

7b8 if the $alculation eriod is longer than one etermination eriod, the sum ofE 7@8 the

number of days in such $alculation eriod falling in the etermination eriod in

hich it begins divided by the product of 7<8 the number of days in such

etermination eriod and 798 the number of etermination eriods normally ending

in any yearC and 7y8 the number of days in such $alculation eriod falling in the ne@t

etermination eriod divided by the product of 7<8 the number of days in such

etermination eriod and 798 the number of etermination eriods normally ending

in any year,

4.4.4.4.

!edemption, urchase, $ancellation and ptions!edemption, urchase, $ancellation and ptions!edemption, urchase, $ancellation and ptions!edemption, urchase, $ancellation and ptions

In this $lauseE

“Instalment Amount0“Instalment Amount0“Instalment Amount0“Instalment Amount0 means the amount on the Bond hich may be redeemed on a

specified instalmentC

“Instalment ate0“Instalment ate0“Instalment ate0“Instalment ate0 means the date at hich a specified Instalment Amount becomes

redeemableC

“Investor ut0“Investor ut0“Investor ut0“Investor ut0 means the option available to any of the Bondholders to redeem the Bond

prior the #aturity ateC





“Issuer call0“Issuer call0“Issuer call0“Issuer call0 means the option available to the Issuer to redeem the Bond prior to the

#aturity ateC

“#a@imum !edemption Amount0“#a@imum !edemption Amount0“#a@imum !edemption Amount0“#a@imum !edemption Amount0 means the ma@imum specified price at hich the Bond

may be redeemed at the option of the Issuer or Bondholder as the case may beC

“#inimum !ed“#inimum !ed“#inimum !ed“#inimum !edemption Amount0emption Amount0emption Amount0emption Amount0 means the minimum specified price at hich the Bond

may be redeemed at the option of the Issuer or the Bondholder as the case may beC

“ptional !edemption Amount0“ptional !edemption Amount0“ptional !edemption Amount0“ptional !edemption Amount0 means the price at hich the Bond may be redeemed at

the option of the Issuer or Bondholder as the case may be prior to the #aturity ateC

“ptional !edemption ate0“ptional !edemption ate0“ptional !edemption ate0“ptional !edemption ate0 means the specified date on hich the Bond may be

redeemed at the option of the Bondholder or the Issuer as the case may beC

“!elevant ate0“!elevant ate0“!elevant ate0“!elevant ate0 means the date on hich a specified amount first becomes due.

7a8 !edemption by Instalments and Final !edemption

7i8 *nless previously redeemed, purchased and cancelled as provided in this $ondition 4, Bonds

of a Series that provide for Instalment ates and Instalment Amounts shall be partially

redeemed on each Instalment ate at the related Instalment Amount specified in respect of

such Bonds. The outstanding nominal amount of such Bonds shall be reduced by the

Instalment Amount 7or, if such Instalment Amount is calculated by reference to a proportion

of the nominal amount of such Bonds, such proportion8 for all purposes ith effect from the

related Instalment ate, unless payment of the Instalment Amount is improperly ithheld or

refused, in hich case, such amount shall remain outstanding until the !elevant ate relating

to such Instalment Amount.

7ii8 *nless previously redeemed, purchased and cancelled as provided belo, the Bonds shall be

finally redeemed on the #aturity ate specified in the relevant Supplemental Trust eed

andDor ricing Supplement at its Final !edemption Amount 7hich, unless otherise provided

in respect of the Bonds, is its nominal amount8 or, in the case of Bonds falling ithin

paragraph 7i8 above, its final Instalment Amount.

7b8 %arly !edemption

7i8 Rero $oupon BondsE

7A8 The %arly !edemption Amount payable in respect of Rero $oupon Bonds, the %arly

!edemption Amount of hich is not linked to an inde@ andDor a formula, upon

redemption of such Bonds pursuant to $ondition 47c8 or upon it becoming due and

payable as provided in $ondition G shall be the Amortised Face Amount 7calculated

as provided belo8 of such Bonds unless otherise specified in respect of the Bonds.

7B8 Subect to the provisions of sub3paragraph 7$8 belo, the Amortised Face Amount of

such Bonds shall be the scheduled Final !edemption Amount of such Bonds on the

#aturity ate discounted at a rate per annum 7e@pressed as a percentage8 eHual to

the Amortisation -ield 7hich, if none is specified in respect of the Bonds, shall be

such rate as ould produce an Amortised Face Amount eHual to the issue price of

the Bonds if they ere discounted back to their issue price on the Issue ate8

compounded annually.

7$8 If the %arly !edemption Amount payable in respect of any such Bonds upon its

redemption pursuant to $ondition 47c8 or upon it becoming due and payable as




FS) Funding S/ lc The "<22,222,222,222 ebt Issuance rogramme. 9=

provided in $ondition G is not paid hen due, the %arly !edemption Amount due and

payable in respect of such Bond shall be the Amortised Face Amount of such Bond as

defined in sub3paragraph 7B8 above, e@cept that such sub3paragraph shall have

effect as though the date on hich the Bonds becomes due and payable ere the

!elevant ate. The calculation of the Amortised Face Amount in accordance ith this

sub3paragraph shall continue to be made 7both before and after udgment8 until the

!elevant ate, unless the !elevant ate falls on or after the #aturity ate, in hich

case the amount due and payable shall be the scheduled Final !edemption Amount

of such Bonds on the #aturity ate together ith any interest that may accrue in

accordance ith $ondition 7c8.

(here such calculation is to be a made for a period of less than one year, it shall be

made on the basis of the ay $ount Fraction shon in the relevant Supplemental

Trust eed andDor ricing Supplement.

7ii8 ther BondsE

The %arly !edemption Amount payable in respect of Bonds of a Series 7other than Rero

$oupon Bonds described in 7i8 above8, upon redemption of such Bonds pursuant to $ondition

47c8 or upon it becoming due and payable as provided in $ondition G, shall be the Final

!edemption Amount unless otherise specified in the Supplemental Trust eed andDor

ricing Supplement in respect of the Bonds.

7c8 !edemption for Ta@ation !easons

The Bonds may be redeemed at the option of the Issuer in hole, but not in part, on any

$oupon ayment ate 7if the Bonds are Floating !ate Bonds8 on giving not less than =2 nor

more than 12 daysJ notice to the Bondholders 7hich notice shall be irrevocable8 at their %arly

!edemption Amount 7as described in $ondition 47b8 above8 7together ith the $oupon

accrued to the date fi@ed for redemption8, ifE

7i8 the Issuer satisfies the Trustee and the S%$ immediately prior to the giving of such notice

that it has or ill become obliged to pay additional amounts as a result of any change in, or

amendment to, the las or regulations of the Federal !epublic of "igeria or any political

subdivision or any authority thereof or therein having poer to ta@, or any change in the

application or official interpretation of such las or regulations, hich change or amendment

becomes effective on or after the date on hich agreement is reached to issue the Series or

Tranche of the BondsC and

7ii8 such obligation cannot be avoided by the Issuer taking reasonable measures available to it,

provided that no such notice of redemption shall be given earlier than G2 days prior to the

earliest date on hich the Issuer ould be obliged to pay such additional amounts ere a

payment in respect of the Bonds then due. rior to the publication of any notice of

redemption pursuant to this paragraph, the Issuer shall deliver to the Trustee and the S%$ a

certificate signed by to irectors stating that the Issuer is entitled to effect such

redemption and setting forth a statement of facts shoing that the conditions precedent to

the right of the Issuer so to redeem have occurred, and an opinion of independent legal

advisers of recognised standing to the effect that the Issuer has or ill become obliged to

pay such additional amounts as a result of such change or amendment.





!edemption at the ption of the Issuer 7Issuer $all8

If an Issuer $all or call option is specified in the applicable Supplemental Trust eed andDor

ricing Supplement, the Issuer may, having given not less than =2 nor more than 4 daysJ

irrevocable notice to the Bondholders 7or such other notice period as may be specified in

respect of the Bonds8, redeem, all or, if so provided, some of the Bonds on any ptional

!edemption ate. Any such redemption of Bonds shall be for an ptional !edemption

Amount together ith coupon accrued to the date fi@ed for redemption.

Any such redemption or e@ercise must relate to Bonds of a nominal amount at least eHual to

the #inimum !edemption Amount to be redeemed specified in respect of the Bonds and no

greater than the #a@imum !edemption Amount to be redeemed specified in respect of the

Bonds. All Bonds in respect of hich any such notice is given shall be redeemed on the date

specified in such notice in accordance ith this $ondition. In the case of a partial redemption

the Bonds that are to be redeemed ill be selected on a pro rata basis.

7d8 !edemption at the ption of Bondholders 7Investor ut8

If an Investor ut or put option is specified in the applicable Supplemental Trust eed andDor

ricing Supplement, the Issuer shall, at the option of the Bondholders, and upon the )olders

of such Bonds giving not less than <4 nor more than =2 daysJ notice to the Issuer 7or such

other notice period as may be specified in respect of the Bonds8, redeem such Bonds on the

ptional !edemption ate7s8 at its ptional !edemption Amount together ith $oupon 7if

any8 accrued to the date fi@ed for redemption.

In order to e@ercise the put option, the Bondholder must deposit ith the Issuer at its

specified office 7ith a copy to the Trustee8, a duly completed put option e@ercise notice

7“%@ercise "otice08 in the form obtainable from the Trustee ithin the notice period and give

the !egistrar such instructions as may be necessary to give effect to the e@ercise of the put

option. nce such option has been e@ercised by the deposit of an %@ercise "otice, it may not

be ithdran ithout the prior consent of the Issuer.

7e8 urchases

The Issuer may at any time purchase Bonds at any price in the open market, by tender or

otherise.

7f8 $ancellation and right to re3issue the Bonds

(here the Issuer has redeemed or repurchased any Bond7s8 under this $ondition 4, such

Bonds shall be cancelled and the Issuer shall not resell or reissue such Bonds.

The Aggregate rincipal Amount on the Bonds of each Series shall be finally redeemed in

accordance ith the terms of the applicable Series Trust eed.

1.1.1.1. Ta@ $onsiderationsTa@ $onsiderationsTa@ $onsiderationsTa@ $onsiderations

*nder current legislation in "igeria, the ta@ conseHuences of an investment in the Bonds to

be issued under the rogramme are Huite broad and e@tensive. These include e@emption

from $ompanies Income Ta@, /alue Added Ta@ and ersonal Income Ta@ respectively, by

virtue of the $ompanies Income Ta@ 7%@emption of Bonds and Short Term &overnment

Securities8 rder 92<<, the /alue Added Ta@ 7%@emption of roceeds of the isposal of





&overnment and $orporate Securities8 rder 92<< and the ersonal Income Ta@

7Amendment8 Act 92<<.

In addition, the Bonds Hualify for a aiver from $apital &ains Ta@ by virtue of the ten 7<28

year ta@ aiver approved by the Federal &overnment in #arch 92<2.

lease note that this information about the ta@ e@empt status of the Bonds and income

accruing therefrom is meant to serve only as a guide and should not be considered as or

deemed to be ta@ advice hich can be acted upon by an investor. Investors are advised to

seek specific ta@ advice regarding investment in the Bonds from their professional ta@

advisers.

Fees, uties and other Ta@esFees, uties and other Ta@esFees, uties and other Ta@esFees, uties and other Ta@es

*nless otherise stated in the relevant Shelf rospectus and the !elevant Supplementary

Shelf prospectus or ricing Supplement, the Issuer shall payE

7i8 any stamp, issue, registration, documentary and other similar fees duties and ta@es

including interest and penalties payable on or in connection ith 7a8 the e@ecution and

delivery of this eed and 7b8 the constitution and issuance of the Bonds and

7ii8 any stamp, issue, registration, documentary and other similar fees duties and ta@es

including interest and penalties payable on or in connection ith any action taken by or

on behalf of the Trustee or 7here permitted under this eed8 any Bondholder to enforce

this eed.

.

%vents of efault%vents of efault%vents of efault%vents of efault

5.< The Trustee may at its discretion and shall, upon the reHuest in riting of the registered

Bondholders of at least one3fifth of the nominal amount of the Bond for the time being

outstanding or upon being so directed by a Special !esolution of the Bondholders by notice

in riting to the Issuer declare the Bond to have become immediately repayable, provided

that one of the folloing %vents of efault has occurredE

5.<.< If the Issuer defaults for more than five 74 8 Business ays in the payment of any principal

monies and $oupon oing on any Series of the Bond, or any premium thereon and the

rincipal Amount payable under any provisions of this eedC

5.<.9 If any la, governmental regulation or an e@traordinary situation shall have arisen, the

continuance of hich in the opinion of the Trustee shall make it improbable that the Issuer

ill be able to perform its obligations hereunder.

5.<.= If there shall be any release of the Sponsor from its obligations under the eed of

*ndertaking, other than ith the approval of the Trustee and a Special !esolution of the

Bondholders, including any release by operation of la, or any failure by the Sponsor to make

payment hen demanded by the Trustee in accordance ith the eed of *ndertaking

aforesaid.





!/I% that on the happening of any event specified in sub3clauses 6.<.< or 6.<.9 the

Bonds shall not be declared immediately payable unless and until the Trustee shall have first

served on the Issuer and the Sponsor a preliminary notice reHuiring the Issuer andDor the

Sponsor as the case may be, to make the relevant payment in arrears, ith interest or to

remove, discharge or pay out to the satisfaction of the Trustee or to perform and observe the

covenant or provisions the breach hereof has been committed, or threatened and the Issuer

and the Sponsor shall have failed or neglected for a period of thirty 7=28 days to comply ith

such notice.

""""oticesoticesoticesotices

6.< Any notice or notification to be given by or to either of the arties hereto shall be deemed to

have been sufficiently given if it is delivered by hand or sent by courier, facsimile or

electronic mail transmission to the principal place of business of the other party to be

notified or to such other address, facsimile number or electronic mail address as the arty to

be notified shall have earlier given in riting to the other arty.

6.9 Any notice sent by hand or by courier shall only be deemed to have been given if the parties

receiving the notice shall have signed an acknoledgement of receipt of same.

6.= Any notice sent by facsimile shall only be deemed to have been given upon confirmation or a

receipt that the facsimile has been successfully transmitted.

6. Any notice sent by electronic mail shall only be deemed to have been given upon receipt of

an electronic mail from the recipient, confirming that the notice has been duly received.

6.4 The address of the arties for delivery of notices is as set forth beloE

The IssuerEThe IssuerEThe IssuerEThe IssuerE

The #anaging irector

FS) Funding S/ lc

<1, 'effi Street

South (est Ikoyi

+agos

AttentionE Frederick bodoKie

TelephoneE 9=3<395G6=22

%mail addressE fobodoKiefirst3trustees.com

The TrusteeEThe TrusteeEThe TrusteeEThe TrusteeE

The #anaging irector

*BA Trustees +imited

*BA )ouse, 45, #arina, +agos

AttentionE luatoyin Sanni

%mailE oluatoyin.sanniubagroup.com

TelephoneE 9=3 <396252=9

6.1. "otice may be given by the Issuer or by the Trustee to any Bondholder by sending same

through the post in a prepaid letter addressed to such Bondholder at his address appearing

on the !egister of Bondholders.





GGGG

!egister of Bondholders!egister of Bondholders!egister of Bondholders!egister of Bondholders

A register of Bondholders shall be maintained by the Issuer at the office of the !egistrars, its

registered office or at such other place as may be approved by the Trustee and there shall be

entered in such registerE

a. The names and addresses of the Bondholders for the time being of the BondC

b. The amount of the Bonds held by every registered BondholderC

c. The date on hich the name of every registered Bondholder is entered in respect of

the Bonds standing in his nameC

d. The Issue price of the Bonds and the amount paid up on the issue price.

e. The date on hich each BondholderJs name as registered

f. The date on hich each Bondholder ceased to be a BondholderC

g. (here there has been a transfer of any of the Bonds, the particulars of such transfer.

<2<2<2<2 $hange in "ame and Address of Bon$hange in "ame and Address of Bon$hange in "ame and Address of Bon$hange in "ame and Address of Bondholder.dholder.dholder.dholder.

Any change of name or address on the part of the Bondholder shall forthith be notified to

the Issuer and subseHuently, the !egister shall be altered accordingly.

<<<<<<<<

!ight To Inspect !egister!ight To Inspect !egister!ight To Inspect !egister!ight To Inspect !egister

The Trustee, Bondholders and any person authorised by either of them shall be entitled at all

reasonable times during office hours to inspect the !egister and to make copies of or take

e@tracts from same.

<9<9<9<9

!ights against redecessor in Title!ights against redecessor in Title!ights against redecessor in Title!ights against redecessor in Title

%@cept as reHuired by la, the Issuer ill recognise the registered Bondholder of the Bonds

as the absolute oner thereof and shall not be bound to take notice, or see to the e@ecution

of any trust hether e@press, implied or constructive, to hich any units of the Bonds may be

subect, and the receipt of such registered Bondholder, or in the case of oint registered

Bondholders the receipt by any of them, for the $oupon from time to time accruing due, or

for any other monies available in respect thereof, shall be a good discharge by the Issuer

notithstanding any notice it may have hether e@press or otherise of the right title,

interest or claim of any other person to or in such units of the Bonds, interest or monies. "o

notice of any trust, e@press or constructive shall be entered in the !egister in respect of any

units of the Bonds.

<=<=<=<= Transfer of BondsTransfer of BondsTransfer of BondsTransfer of Bonds

The Bonds are transferable by instrument in riting in the usual common form of transfer in

accordance ith the provisions of the rogramme Trust eed.

<<<<

Instrument of TransferInstrument of TransferInstrument of TransferInstrument of Transfer

%very instrument of transfer of units of the Bonds must be signed by both the transferor and

the transferee and the transferor shall be deemed to remain the oner of the units of the

Bonds to be transferred until the name of the transferee is entered in the !egister in respect

thereof.

<4<4<4<4

Suspension of Suspension of Suspension of Suspension of !egistration!egistration!egistration!egistration

The registration of transfers may be suspended at such times and for such periods as the

!egistrar may determine, provided that registration shall not be suspended for more than <





days in a year.

<1<1<1<1

+iHuidation of Bondholder+iHuidation of Bondholder+iHuidation of Bondholder+iHuidation of Bondholder

In the event of the inding up of a registered Bondholder, the liHuidator andDor receiver

manager, shall be the only authorised persons recognised by the Issuer as having any title

to such Bonds.

<5<5<5<5

Transmission of BondsTransmission of BondsTransmission of BondsTransmission of Bonds

Any person becoming entitled to any units of the Bonds in conseHuence of the death,

bankruptcy, inding3up or dissolution of the Bondholder may, upon producing such

evidence of his title as the Issuer or the !egistrar shall think sufficient, be registered himself

as the holder of the Bond, or subect to the preceding conditions as to transfer may transfer

the same. The Issuer shall be at liberty to retain the interest payable upon any of the Bonds

hich any person is entitled to transfer under the preceding conditions until such person

shall be registered or duly transfer the same as aforesaid.

<6<6<6<6

ayment of $oupon etc.ayment of $oupon etc.ayment of $oupon etc.ayment of $oupon etc.

Any principal, coupon or other monies payable on or in respect of any units of the Bonds

shall be paid into the account of the Bondholder or person entitled thereto, or into the

account of such person as the Bondholder may in riting direct. Such credit into the

accounts shall be satisfaction of the monies represented thereby.

<G<G<G<G

!eceipt of ?oint Bondholders!eceipt of ?oint Bondholders!eceipt of ?oint Bondholders!eceipt of ?oint Bondholders

If several persons are entered in the !egister as oint holders of the units of the Bonds,

then ithout preudice to $ondition <5 ith respect to the ayment of $oupon, the receipt

of any one of such persons for any interest or other monies payable on or in respect of

such Bonds shall be as effective a discharge to the !egistrar and or the Issuer as if the

person signing such receipt ere the sole registered holder of those Bonds.

92929292

#eetings of Bondholders#eetings of Bondholders#eetings of Bondholders#eetings of Bondholders

The eed contains provisions for convening #eetings of Bondholders to consider any matter

affecting their interests, including the sanctioning by Special !esolution of a modification of

any of these $onditions.

The Huorum for any meeting of the Bondholders shall be to or more persons holding or

representing by pro@y at least to3fifths of the nominal amount of the Bonds of any Series

7the Bonds8 unless the business of the meeting includes the consideration of a Special

!esolution, in hich event the necessary Huorum shall be to or more persons holding or

representing by pro@y a simple maority 74<U8 of the nominal amount of the Bonds for the

time being outstanding and no business shall be transacted at any meeting unless the

reHuisite Huorum shall be present hen the meeting proceeds to business., !/I% T)AT

at any meeting the business of hich includes any of the folloing matters 7each of hich

shall only be capable of being effected after having been approved by a special resolution8E

7a8 to sanction any modification or compromise or any arrangements in respect of the rights of

the Bondholders against the Issuer hether such rights shall arise under the rogramme

Trust eed, any applicable Series Trust eed or otheriseC




FS) Funding S/ lc The "<22,222,222,222 ebt Issuance rogramme. 9G

7b8 to assent to any modification of the provisions contained in this Trust eed proposed or

agreed to by the IssuerC

7c8 to amend the dates of maturity or redemption of the Bonds or any $oupon ayment ateC

7d8 to reduce the $oupon rates in respect of the Bonds or to vary the method or basis of

calculating the $oupon rates or any amount payable as $oupon in respect of the BondsC

7e8 to give any sanction, direction or reHuest hich under any of the provisions of this the

rogramme Trust eed is reHuired to be given by Special !esolutionC

7f8 to authoriKe and empoer the Trustee to concur in and e@ecute all such deeds or

instruments, and perform all such acts as may be necessary to carry out and give effect to

any Special !esolutionC

7g8 to give any release to the Trustee in respect of anything done or omitted to be done by the

Trustee hereunder before the giving of the releaseC

7h8 to sanction a scheme for reconstruction or amalgamation of the IssuerC or

7i8 to modify the provisions concerning the Huorum reHuired at any meeting of the Bondholders

or the maority reHuired to pass a Special !esolution, the necessary Huorum shall be to or

more persons holding or representing not less than three3fourths 754U8 or at any adourned

meeting not less than one Huarter 794U8 in nominal amount of the Bonds for the time being

outstanding.

Any Special !esolution duly passed shall be binding on the Bondholders 7hether or not they

ere present at the meeting at hich such resolution as passed8.

9<9<9<9<

&overning +a&overning +a&overning +a&overning +a

This eed shall be governed by and construed in all respects in accordance ith the las of

the Federal !epublic of "igeria.



FS) Funding S/ lc The "<22,222,222,222 ebt Issuance rogramme. =2

TTTTA;A;A;A; $$$$"SI%!ATI""SI%!ATI""SI%!ATI""SI%!ATI"SSSS

lease note that this information about the ta@ e@empt status of bonds and income accruing there from is meant to serve only as a guide

and should not be considered as or deemed to be ta@ advice hich can be acted upon by an investor. Investors are advised to seek specific

ta@ advice regarding investment in the Bonds from their professional ta@ advisers.

*nder current legislation in "igeria, the ta@ conseHuences of an investment in the Bonds to be issued under

the rogramme are Huite broad and e@tensive. These include e@emption from $ompanies Income Ta@, /alue

Added Ta@ and ersonal Income Ta@ respectively, by virtue of the $ompanies Income Ta@ 7%@emption of

Bonds and Short Term &overnment Securities8 rder 92<<, the /alue Added Ta@ 7%@emption of roceeds of

the isposal of &overnment and $orporate Securities8 rder 92<< and the ersonal Income Ta@ 7Amendment8

Act 92<<.

In addition, the Bonds Hualify for a aiver from $apital &ains Ta@ by virtue of the ten 7<28 year ta@ aiver

approved by the Federal &overnment in #arch 92<2.



FS) Funding S/ lc The "<22,222,222,222 ebt Issuance rogramme. =<

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45 #arina

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FS) Funding S/ lc The "<22,222,222,222 ebt Issuance rogramme. ==

""""I&%!IAI&%!IAI&%!IAI&%!IA AAAA"""" /%!/I%(/%!/I%(/%!/I%(/%!/I%(

The Information in this section has been e@tracted from publicly available data obtained from organiKations such as the $B", the

%conomist Intelligence *nit 7%I*8, the (orld Bank, the International #onetary Fund and other sources believed to be reliable. The Issuer

and its advisers have relied on the accuracy of this information ithout independent verification and make no representation as to its

accuracy.

IntroductionIntroductionIntroductionIntroduction

According to the International #onetary Fund 7I#F8, "igeria has the second largest economy in Sub3Saharan Africa 7after the !epublic of South Africa8. It is the eighth largest oil producing country and holds

the third largest natural gas reserves in the orld, ith an estimated & in 92<9 of *SP945 billion.

"igeriaJs e@ports are dominated by petroleum products hich account for G4U of the countryJs foreign

e@change earnings and appro@imately 6<U of budgetary revenues.

The "igerian economy faced numerous challenges hich impacted overall economic activity in 92<9.

eclines in the real groth rates of economic activity ere e@perienced in both the oil and non oil sectors.

il production as less than e@pected due to loer production volumes arising from theft and communal

tensions leading to shutdon of some production infrastructure, hile the non oil sector 7notably

Agriculture, (holesale and !etail Trade8 as mostly affected by floods and eaker consumer demand.

n an aggregate basis, the economy hen measured by the !eal &ross omestic roduct 7&8 gre by

1.GGU in the fourth Huarter of 92<9, as against 5.51U in the corresponding Huarter of 92<< as shon in

the table belo This groth rate as also slightly loer than the initial forecast for the fourth Huarter of

92<9 at 5.2G U. !elative to the third Huarter of 92<9, the economy e@perienced an uptick as groth

increased by 2.U points from the 1.6U recorded in the third Huarter of 92<9. The nominal & for the

fourth Huarter of 92<9 as estimated at "<2,4G=,5<,1 million 7P16.=4 billion8 as against the

"G,44,64.1G million 7P1<.1 billion8 during the corresponding Huarter of 92<<.

The average daily crude oil production as 9.< million barrels per day 7“mbpd08 in the fourth Huarter of

92<9 based on information provided by the "igerian "ational etroleum $orporation 7“""$08, as against

9. mbpd in the corresponding Huarter of 92<<. These figures, ith their associated gas components,

resulted in a contraction, in real terms of 32.5GU in oil & in the fourth Huarter of 92<9 compared ith

the 32.26U for the corresponding period in 92<<. roduction in this sector as also in decline compared

to the third Huarter of 92<9. In the third Huarter, the sector gre by 2.26U as against 2.5GU recorded in

the fourth Huarter as earlier stated. The il sector contributed <9.4GU to real & in the fourth Huarter of

92<9, loer than the <=.45U recorded in the corresponding Huarter of 92<<. Again, the contribution of

this sector as relatively lo compared to third Huarter of 92<9, hich as <=.9U.

n the other hand, the non3oil sector continued to be a maor driver of the economy. n a year3on3year

basis, groth in the sector as marginally loer by 2.6GU as the sector recorded 6.9<U groth in real

terms in the fourth Huarter of 92<9 compared ith G.<2U in the corresponding period in 92<<. !elative tothe third Huarter of 92<< hoever, groth as marginally higher as this sector recorded a groth rate of

5.44U during the period. The groth in the nonoil sector decreased in the fourth Huarter of 92<9 hen

compared ith the corresponding Huarter of 92<< as indicated in Table < belo. This decline as largely

attributed to activity slo don in the holesale and retail trade and real estate sectors. The tables 7< and

98 belo highlight the sectoral contribution and groth rates in the real & for years 92<< and 92<9E





TableTableTableTable <<<<E 92<<E 92<<E 92<<E 92<< : 92<9: 92<9: 92<9: 92<9 & Sector& Sector& Sector& Sectoral &rothal &rothal &rothal &roth

92<<92<<92<<92<< 92<992<992<992<9

Sectoral &roth 7U8Sectoral &roth 7U8Sectoral &roth 7U8Sectoral &roth 7U8 V<V<V<V< V9V9V9V9 V=V=V=V= VVVV TotalTotalTotalTotal V<V<V<V< V9V9V9V9 V=V=V=V= VVVV TotalTotalTotalTotalAgriculture 4.=< 4.52 4.51 4.16 4.14.14.14.1 .=5 .9< =.6G =.19 =.G5=.G5=.G5=.G5

Solid #ineral <9.G <<.64 <9.= <9.64 <9.4<9.4<9.4<9.42222 <<.14 <<.59 <9.1< <=.4G <9.49<9.49<9.49<9.49

$rude etroleum and "atural

&as 2.24 2.G6 32.91 32.26 2.<2.<2.<2.< 39.=9 32.5= 2.26 32.5G 33332.G<2.G<2.G<2.G<

#anufacturing 1.<= 5.92 5.6 5.1= 5.45.45.45.42222 4.<5 5.4G 5.56 5.52 5.445.445.445.44

Telecommunication and ost =9.< =.<2 =4.22 =1.=G =.46=.46=.46=.46 =.21 9G.=6 =<.45 =9. =<.6==<.6==<.6==<.6=

Finance and Insurance .25 .=5 .2 =.9 =.G6=.G6=.G6=.G6 =.45 4.2< .26 =.6 .24.24.24.24

(holesale and !etail Trade <2.21 <<.= <<.62 <<.G9 <<.=<<.=<<.=<<.= 6.9 6.14 G.19 <<.<G G.1<G.1<G.1<G.1<

Building and $onstruction <=.<G <<.G6 <2.66 <9.2G <9.<<<9.<<<9.<<<9.<< <=.96 <9.5= <<.49 <9.44 <9.46<9.46<9.46<9.46

)otel and !estaurants <9.9 <9.=G <<.G1 <9.2< <9.<=<9.<=<9.<=<9.<= <<.4 <9.=2 <9.== <9.4 <9.<4<9.<4<9.<4<9.<4!eal %state G.4< <2.4 <2.61 <<.<1 <2.44<2.44<2.44<2.44 G.= <2.6< <2.9 <<.2G <2.<<2.<<2.<<2.<

Business and ther Services 6.19 <<.2= 6.49 G.6< G.49G.49G.49G.49 5.15 <<.91 G.<< <2.1 G.1GG.1GG.1GG.1G

thers .16 .12 4.2 4.42 .GG.GG.GG.GG .G5 .6 4.94 4.45 4.<64.<64.<64.<6

!eal &roth at Basic rices 1.G1 5.42 5.=5 5.51 5.=5.=5.=5.= 1.= 1.=G 1.6 1.GG 1.461.461.461.46

"on 3 il &roth 6.49 6.59 6.51 G.<2 6.66.66.66.62222 6.< 5.1= 5.44 6.9< 5.665.665.665.66

SourceE "ational Bureau of Statistics

TableTableTableTable 9999E 92<<E 92<<E 92<<E 92<< : 92<9: 92<9: 92<9: 92<9 & by Sector $ontribution& by Sector $ontribution& by Sector $ontribution& by Sector $ontribution

92<<92<<92<<92<< 92<992<992<992<9

$ontribution to & in 7U8$ontribution to & in 7U8$ontribution to & in 7U8$ontribution to & in 7U8 V<V<V<V< V9V9V9V9 V=V=V=V= VVVV TotalTotalTotalTotal V<V<V<V< V9V9V9V9 V=V=V=V= VVVV TotalTotalTotalTotal

Agriculture =4.<9 <.4 =.16 =G. 2.<G2.<G2.<G2.<G =.5 2.1G 9.19 =6.92 =G.9<=G.9<=G.9<=G.9<

Solid #ineral 2.=2 2.=1 2.< 2.=4 2.=12.=12.=12.=1 2.=9 2.=6 2.= 2.=5 2.=62.=62.=62.=6

$rude etroleum and "atural

&as <5.92 <.64 <.96 <=.45 <.62<.62<.62<.62 <4.62 <=.61 <=.9 <9.4G <=.51<=.51<=.51<=.51

#anufacturing <.<= =.G< =.G 5.25 .<1.<1.<1.<1 <.<9 =.G1 =.4= 5.<9 .92.92.92.92

Telecommunication and ost 4.5G 4.G6 4.4 4.15 4.524.524.524.52 5.9G 5.96 1.5= 5.2< 5.245.245.245.24

Finance and Insurance .<6 .2 9.G6 9.G= =.4=.4=.4=.4 .25 =.G6 9.G9 9.6= =.=5=.=5=.=5=.=5

(holesale and !etail Trade 99.G <1.51 <6.95 <G.66 <G.=5<G.=5<G.=5<G.=5 9=.=G <5.<9 <6.6< 92.11 <G.G9<G.G9<G.G9<G.G9

Building and $onstruction 9.6= 9.2G <.1< <.GG 9.269.269.269.26 =.2< 9.9< <.16 9.2G 9999.<G.<G.<G.<G

)otel and !estaurants 2.11 2.4= 2.42 2.4 2.492.492.492.49 2.1G 2.41 2.4= 2.5 2.442.442.442.44

!eal %state <.G6 <.G4 <.15 <.1 <.5G<.5G<.5G<.5G 9.2= 9.2= <.5= <.52 <.64<.64<.64<.64

Business and ther Services <.24 <.25 2.69 2.6< 2.G92.G92.G92.G9 <.25 <.<9 2.6 2.6= 2.G42.G42.G42.G4

thers 1.69 1.G< 1.6 1.9< 1.151.151.151.15 1.5 1.6< 1.51 1.<= 1.461.461.461.46

SourceE "ational Bureau of Statistics

Foreign irect Investment 7FI8Foreign irect Investment 7FI8Foreign irect Investment 7FI8Foreign irect Investment 7FI8

"igeria has benefitted from accelerated Foreign irect Investment 7“FI08. FI inflos have been motivated by

the need for ne infrastructure along ith the perceived stability in "igeria. The "igerian Investment

romotion $ommission 7“"I$08 estimates FI as in the region of *SP=4 billion over the last 6 years.





According to the African evelopment Bank 7AfB8, "igeriaJs total value of FI as appro@imately *SP1.6

billion in 92<9. The amount hich shoed an increase of circa <5.9U, ould have been significantly higher,

but for the lingering security challenges in some parts of the country.

"igeria has pushed its groth rates up to the 136U range on the back of policy reforms and the vibrancy of

the unbanked sectors. (ith the ongoing reforms in key sectors of the economy 7such as poer, infrastructure

and agriculture8, FI is e@pected to further increase in the coming years.

The resident of the Federal !epublic of "igeria, &oodluck ?onathan, made the poer sector one of his three

priorities and launched a roadmap for the sector in August 92<2. The unbundling of the state3oned oer

sector company has commenced, and concurrently the oer )olding $ompany of "igeria 7)$"8 is being

ound up as part of reforms in the poer sector. The Bureau of ublic %nterprises 7B%8 opened tenders in

mid 92<9 for sale of <5 generation companies 7&%"$s8 and distribution companies 7IS$s8. Bids have been

accepted for all but 9 of the <5 successor companies to the )$", and don payments made. Successful

bidders ere predominantly local players supported by some international partners contributing eHuity and

technical capacity. A management contract for the Transmission $ompany of "igeria 7retained under federal

government onership8 has been aarded to $anadaJs #anitoba )ydro.

As a result of these reforms the to maor constraints to investment in generation and distribution of poer

are being addressed, and more investors, comprising private sector companies as ell as foreign parastatals

and evelopment Finance Institutions, are keenly observing developments in the sector ith a vie to

potential future particiation. Additionally, the (orld Bank is to offer partial risk guarantees to enable

prospective investors source for financing, hilst a bulk trader 7purchaser, primary off3taker and market

maker8 has been set up and the regulatory frameork tightened. To of the largest challenges remaining are

the infreHuent supply of gas to poer plants and resolution of the future of )$" orkers.

(ith reneed confidence thus generated in the sector, the government and financial institutions in "igeria

have started making bold steps toards addressing the gas supply issue. In 92<9, financial institutions ere

involved in restructuring and financing a *SP 994 million proect finance facility for a private sector led gas

processing plant by the name Accu&as in Aka Ibom State. The facility is to be utiliKed toards refinancing

the e@isting *SP44 million debt secured for the Aka Ibom gas pipeline proect, ith the balance of *SP<52

million to be used toards part financing the cost of e@panding its gas processing facilities and building a

ne gas pipeline to supply gas to the $alabar "ational Integrated oer lant. The $alabar proect is the

second phase in Accu&asJ gas processing and distribution development programme aimed at bringing in

substantial gas reserves from the South %ast "iger elta to market to meet the groing energy demand from

poer plants and industrial users in the region

$redit !ating$redit !ating$redit !ating$redit !ating

Fitch !atings revised the outlook on "igeriaJs credit rating to LBBJ stable from LBBJ negative in ctober 92<<

based on "igeriaJs improved reform policies hich include the adoption of tighter monetary policies, fiscal

discipline, and the appointment of a strong economic team after the April 92<< elections. Standard : oorJs

!atings Services 7S:8 also revised its outlook on "igeria to positive from stable. At “BB30, "igeria is to

notches belo the minimum investment grade rating score of “BBB3“, and S: also cautioned that the rating

for "igeria is constrained by the countryJs internal political tensions, eak political institutions and lo levels

of development.





Foreign !eservesForeign !eservesForeign !eservesForeign !eserves

According to the $B", e@ternal reserves stood at *SP6.5 billion as at ?une 92<=, representing an increase

of *SP .21 billion or <2.4GU over the level of *SP=.6= billion at end ecember 92<9. At *SP6.Gbillion, this

position is deemed to be at a healthy level and is sufficient to accommodate <= months of imports. The

healthy groth has been on the back of strong oil prices and significant foreign investment portfolio inflos.

The healthy foreign reserves position has also supported the stability of e@change rates. !iding on the back of

increased market liHuidity and portfolio inflos, increased demand pressure for the "aira has been itnessed

at all foreign e@change market segments. The maintenance of the current tightening stance by $B" ould

help to ensure the continued stability of the e@change rate and sustained build3up of foreign reserves.

Trend inTrend inTrend inTrend in Foreign !eservesForeign !eservesForeign !eservesForeign !eserves 7*SPbn87*SPbn87*SPbn87*SPbn8

30

32

34

36

38

40

42

44

46

48

50

Jan-12 Mar-12 May-12 Jul-12 Sep-12 Nov-12 Jan-13 Mar-13 May-13

SourceE $B", FB" $apital !esearch

!ecent periods of high oil prices, unlike for e@ample the first &ulf (ar, have sustained a rebound in the non3

oil economy. )oever, oil continues to generate an e@cessively high proportion of federal government

revenue and of foreign e@change inflos. il accounted for 62U of federally collected revenues in 92<< and

51U in 92<9.

The %@cess $rude Account 7%$A8 as introduced in 922 to iron out oil price fluctuations by setting aside

savings for the proverbial rainy day. )oever, it has no constitutional basis and is therefore not a genuine

buffer against e@ternal shocks.

"ig"ig"ig"igeriaJs %uroeriaJs %uroeriaJs %uroeriaJs %urobbbbondsondsondsondsThe ebt #anagement ffice 7#8 on behalf of the Federal &overnment of "igeria issued "igeriaJs first

%urobonds on ?anuary 9<, 92<<, a *SP422 million issue hich folloed in the footsteps of (est African

neighbours 3 &hana and &abon. espite concerns on political instability in the run up to the April 92<<

elections and fiscal indiscipline as reflected in the depletion of the %@cess $rude Accounts, the issue as 942U

oversubscribed by investors from about <6 countries spanning %urope, America, Asia and Africa. The

%urobond, offered at a coupon of 1.54U as priced to yield 5.22U. The bond as trading in the secondary

markets at an average yield of 4.<<U as at <<th of ?une, 92<=.

The "igerian &overnment stated that the bond issuance as strategic and the key motivation as to provide a

benchmark for future borroings by sub3nationals and corporate bodies ithin the country given the





significant funding reHuirements of state governments for infrastructure proects and the private sector for

e@pansion. The other obective of the bond issuance as to sho case "igeriaJs economic status to potential

international investors. The Federal &overnment believes that the publication of a prospectus ith

comprehensive information on "igeria and the interactions ith diverse investor groups during the road sho

presentations has significantly contributed toards achieving this obective.

F&" Bond #arketE

F&" bonds are Federal &overnment of "igeria securities issued under the authority of the #. Since 922=,

the # has been responsible for managing the debt of the "igerian central government, hile the $B" acts

as the Fiscal and aying Agent and !egistrar of the bonds. The bonds are listed and traded on the floors of

The "igerian Stock %@change 7"S%8. The $entral Securities $learing Systems lc acts as the depository of the

bonds listed on The "igerian Stock %@change.

In terms of demand for the F&" bonds, the hike in the #onetary olicy !ate 7“#!08 to <9.2U in ctober 92<<,

folloing the e@tra3ordinary meeting of the #onetary olicy $ommittee 7“#$08 does not appear to have shut

the banks out of the debt market although it may have reduced their ne purchases and their ne lending to

the real economy. For all investors, the fiscal stance acts as a secondary reason for entry into this market.

Although the cost of servicing the domestic debt has increased rapidly, the debt management team

recognises its gravity and are putting in place strategies to address the debt burden. The 92<= budget

provided for a sinking fund of "54bn for the retirement of F&" bond issues, and in #ay 92<=, the #

launched its medium term strategy to change the mi@ of domestic and e@ternal obligations in public debt

from the current 65D<= to 12D2, thus rebalancing the debt portfolio in favour of increased e@ternal

borroing in order to reduce interest cost.

The F&" bond market is also underpinned by strong domestic institutional demand at auctions. In 92<9 the

# raised an average of "5<bn 7*SP12m8 each month at auctions and received bids averaging "<=bn

7*SPG92m8.

Fi@ed Income #arketE

The Fi@ed income market in 92<9 had a decent year. For starters, the hakish stance of the #$ and

therefore the liHuidity tightening measures through second half of the year provided a boost to the market.

A further helping hand came in the form of the inclusion of "igerian F&" bonds in the ? #organ &overnment

Bond Inde@. The attractive yields available on "igerian fi@ed income instruments as a result of these

developments relative to developed and some emerging markets proved too difficult to ignore for offshore

investors. The increased demand for these treasury instruments has led to a narroing of yields but it is

believed by research e@perts that these instruments ill continue to prove to be a dra for investors through

92<=, especially offshore investors.

il prices have played a supportive role in the development of the markets in "igeria. &iven "igeriaJs high

dependence on oil revenue, there is ultimately an impact on the eHuities and fi@ed income markets. rices for

"igeriaJs Bonny +ight crude averaged *SP<<=Db in 92<9, ell above the *SP59Db hich underpinned the

governmentJs e@penditure budget for the fiscal year.

%ven after alloing for leakages and other offsetting issues, the surplus oil revenue over the benchmark price

has been a real positive factor. This has resulted in a slight improvement in "igeriaJs fiscal position amongst

other things, and ultimately, a stable "aira.





InflationInflationInflationInflation

espite the economic challenges the country itnessed in 92<9, the headline inflation rate on average

shoed a donard trend as at #ay 92<=. In line ith the target of the $entral Bank of "igeria, the headline

rate has met the obective of single3digit inflation for five successive months. From GU recorded in ?anuary

and G.4U recorded in February, it reached a record of lo of 6.1U in #arch. It rose further to G.<U in April

before falling slightly to G.2U in #ay. As a result, the average inflation for the year to date stands at G.2U. n

a month3on3month basis, the headline inflation e@perienced its sharpest drop in #arch 72.GU8. According to

the "ational Bureau of Statistics 7"BS8 relative to #arch, the rise in the headline inde@ is primarily attributed to

an increase in the price levels of food products due to declining inventories. )oever, the $B" may raise this

rate if there is an increase in government spending ahead of the upcoming elections in 92<4.

Interest !atesInterest !atesInterest !atesInterest !ates

The official interest rate is the #! and is revieed periodically by the #$ to control money supply in the

economy and ensure financial stability. )istorically, from 9225 until 92<=, interest rates in "igeria averaged

G.<2U reaching an all time high of <9U in #ay of 92<= and a record lo of 1U in ?uly of 922G. In "igeria,

interest rate decisions are taken by the #$.

The current #! rate reflects the $B"Js implementation of a tight monetary policy aimed at containing the

groth of monetary aggregates in order to achieve monetary and price stability. It has also been the #$Js

stance to combat inflation and bring it don to single digit folloing a persistent increase in food prices and

also combat the effect of the fuel price deregulation of ?anuary 92<9.

%@ternal ebt%@ternal ebt%@ternal ebt%@ternal ebt

In 9221, "igeria fully repaid its aris $lub debt and became the first African nation to e@it the list of aris club

debtors. The country is also committed to restructuring its *SP9.4 billion debt oed to the +ondon $lub of

$reditors.

As at ecember =<, 92<9, "igeriaJs e@ternal debt as estimated at *SP1. 4=bn,,,, hich represents <=.5U of

the total debt stock of *SP5.14bn. The breakdon of the debt shoed that 6=.96U as oed to multilateral,

hich includes the (orld Bank &roup, International Fund for Agricultural evelopment 7IFA8, African

evelopment Bank &roup 7AB8, International evelopment Bank 7IB8 and %conomic evelopment Fund 7%F8C

6.91U as oed to "on3aris &roup of creditors and 6.1U from to the international capital markets.

!ecent !eforms!ecent !eforms!ecent !eforms!ecent !eforms

ver the last to years, the government through the $B" has strengthened the banking sector. The $B", as

part of its strategic initiatives for reforming the "igerian financial system and promoting a healthy financial

sector took steps to safeguard depositorsJ funds and maintain market confidence in the banking industry by

ring3fencing the deposits of the commercial banks, from deployment toards investment banking and other

non core activities that ere deemed to be riskier.

The F&" is pursuing its transformation agenda. %@ecution depends on the strength of the vested interests in

opposition. rogress is greater here those interests are eaker 7such as agriculture and poer8, and sloer

here they are stronger 7such as the etroleum Industry Bill 7IB8 and the Sovereign (ealth Fund 7S(F8. Also

sharp improvement in poer supply ould help transform the economy. The gains are likely to be more

modest.

The agriculture sector as pre3eminent in "igeria before the start of crude oil production but has suffered

four decades of official neglect and largely reverted to subsistence farming. $onseHuently, farm productivity is




FS) Funding S/ lc The "<22,222,222,222 ebt Issuance rogramme. =G

very lo and the importation of food products has soared at a rate that has become unsustainable. To

figures highlight the eight of the sectorE It engages about 52U of the countryJs labour force and is the

largest contributor to &, ith a share of 2.9U of constant price & in 92<<. The sector has suffered badly

from the insecurity in the north, hich has driven aay farmers, transporters and middlemen. The sectorJs

groth sloed to =.6U year3on3year in V= 92<9 from 4.6U in the prior period. There has also been a negative

impact on food prices.

The government has instituted key policy reforms to establish staple crop processing Kones aimed at

attracting the private sector into areas of high production, reducing post harvest losses, and adding value to

locally produced commodities.

There are plans to improve predictability and transparency in the oil sector through the enactment of the

etroleum Industry Bill 7IB8. The IB, hich establishes a ne frameork for good governance in the industry,

ill lead to increased revenues for "igeria and opportunities for "igerians to participate at every level of ne

development ithin the sector.

The passage of the "igerian Sovereign Investment Authority 7“"SIA08 Act in #ay 92<< for the establishment of

"SIA and three funds as encouraging. These funds ere designed to set aside monies for infrastructure

development 7the “Infrastructure Fund08, create savings for future generations 7the “Future &eneration Fund08,

and build a reserve to cover e@ceptional budgetary pressure 7the “Budget Stabilisation Fund08. It is e@pected

that these reforms, once completed, ill bring an increase in FI, and ultimately groth in &.

olitical Trendsolitical Trendsolitical Trendsolitical Trends

The presidential election in April 92<< resulted in a comfortable victory for &oodluck ?onathan of the eoples

emocratic arty 78. ?onathan had been vice, and then acting president under the administration of the late

*maru -arJAdua but as subseHuently elected head of state. Furthermore, the elections ere adudged

broadly “free and fair0 by the consensus of regional and international observers. They ere considered the

best since the return of civilian rule in <GGG, and some observers ent further ith their positive comparisons

ith previous polls.

In February 92<= four opposition parties announced a proposed merger to form the All rogressives $ongress

7A$8, in order to contest the ne@t election under a united front. The history of such unions in "igeria has

resulted in little success for the merged parties, but the A$ may have a higher probability of success as it

does include the to main opposition parties, Action $ongress of "igeria and the $ongress for rogressive

$hange. The A$ does cross the religious divide and could be a formidable challenger to the incumbent

administration if it materialiKes. This could provide the opposition ith a platform upon hich to consolidate

and build for the future. ?onathanJs share of the presidential vote in 92<< as 45U, compared ith -arJAduaJs

52U four years previously. on a simple maority in both houses of the "ational Assembly but remains

short of the to3thirds maority reHuired to amend the constitution.

Foreign %@changeForeign %@changeForeign %@changeForeign %@change

The value of the "igerian "aira continues to depreciate as a conseHuence of the anticipated drop of oil prices

and loer foreign reserves ith the ne ollar3"aira mid rate at "<44 and the e@tension of the band around

the "aira, alloing it to trade ithin "<42 "<12 to the dollar. ne of the primary functions of the $B" is the

attainment of price stability, in doing this the $B" maintains e@change rate policies. Before the emergence of

Asset #anagement $ompany of "igeria, the $B" had held rates in an attempt to encourage credit e@tension

and thus groth. It then moved to address inflation, seeking to counter perceived loose fiscal policy by

introducing tightening measures in September 92<2. The tightening peaked at a landmark e@traordinary





meeting in ctober 92<< hen it hiked the policy rate by 954bps to <9.22U and doubled the cash reserve

reHuirement 7$!!8 for banks to 6U. The move, hoever, has been vindicated by its impact on market

psychology, and rearded ith an easing of core inflationary pressures. As ith budget revenues, foreign

e@change inflos are highly dependent on oil earnings. il and gas provided *SPG2bn or G5U of merchandise

e@port earnings in 92<9, ith the small balance comprising mostly agricultural products.

A second point about the foreign e@change market is

that "igeria has a healthy appetite for imported goods

and services. These range from agricultural products

hich the country could produce itself 7such as sugar

and rice8, to non3consumer products hich "igeria

has tried and largely failed to produce 7such as steel

and refined petroleum products8, and to services

sought after by the emerging middle class 7such as

cable television8. This demand is relatively constant

hile the supply of foreign e@change clearly hinges on

oil and gas e@port revenues. SourceE Bloomberg

+ooking at the figures, Foreign e@change inflo and outflo amounted to *SP<2.42 billion and *SP1.

billion, respectively, resulting in a net inflo of *SP.21 billion during the first Huarter of 92<=. Foreign

e@change sales by the $B" to the authoriKed dealers amounted to *SP.14 billion, compared ith *SP.95

billion in the preceding Huarter.

The average e@change rate of the "aira versus the *S dollar appreciated marginally by 2.<U to "<45.=2 per *S

dollar relative to its levels at the end of V, 92<9 and V<, 92<9. "on3oil e@port earnings of "igerian

e@porters, at *SP<,<=1.== million, rose by <4.<U above V, 92<9.

The Asset #anagement $orporation of "igeria 7A#$"8The Asset #anagement $orporation of "igeria 7A#$"8The Asset #anagement $orporation of "igeria 7A#$"8The Asset #anagement $orporation of "igeria 7A#$"8

There as a maor shakeup in the banking system folloing the sack of the #anaging irectors of banks that

failed the oint audit test conducted by the "igerian eposit Insurance $orporation 7"I$8 and $B" on August

<, 922G. In response to the need for a resolution of the banking crisis, the $B" and the Federal #inistry of

Finance 7F#F8 spearheaded the establishment of the Asset #anagement $orporation of "igeria 7A#$"8 to

purchase non3performing loans from eposit #oney Banks 7#Bs8 and recapitaliKe the affected banks.

A#$"Js share capital of "<2bn as contributed eHually by the F#F and the $B". The bill establishing

A#$" as signed into la by resident &oodluck ?onathan on ?uly <G, 92<2 after hich A#$" commenced

operations.

The main purpose of A#$" is to stimulate the recovery of the "igerian financial system byE

roviding liHuidity to the intervention banks and other banks that have huge non3performing assets

roviding capital to the intervention banks and the remaining banks

Facilitating merger and acHuisition transactions, strategic partnership and attracting institutional

investors

Increasing confidence in the banksJ balance sheets and thereby increasing credit creation, and

Increasing access to restructuringDrefinancing opportunities for borroers

The $B" recently announced that it has reached an agreement ith A#$", hereby $B" ill be the sole

holder of the "=.1trn bonds that ill be issued by A#$", proceeds of hich, along ith funds from debt




FS) Funding S/ lc The "<22,222,222,222 ebt Issuance rogramme. <

recovery, ould be used by A#$" to settle obligations to all private sector investors in the "4.5trn Rero

$oupon Bonds that ere issued by A#$" 7beteen ecember 92<2 and ctober 92<<8. The first set of

maturing obligations ill be due in ecemeber 92<=. Folloing this, it is e@pected A#$" ould refinance

the bulk of additional maturities in 92<9 by issuing further bonds to $B", for tenors not e@ceeding <2 years

and at single digit interest rates. The $B" noted that the repayments and refinancing arrangements ould

have no adverse monetary policy implications, but rather increase confidence in the financial system. It is

envisaged that by ctober 92<, the $B" ill be the sole creditor to A#$", holding bonds guaranteed by

the F&". )aving cleaned the balance sheets of banks of bad loans, the industry is no ell positioned to

support strong economic groth through financial intermediation. Although the commendable activities of

A#$" have helped tremendously to repair the balance sheet position of banks, there is still a dearth of

long3term debt capital in the system. #ost commercial banks operate in the short3end of the market thus

increasing the finance cost of corporate institutions that rely on bank loans to fund e@pansion. The banking

industry revie carried out by Fitch !atings assigned a “B0 range viability rating on "igerian Banks. The

institution said there as a marked improvement in banksJ asset Huality during 92<<, folloing the sale of

problem loans to A#$".

Available data from the $B" indicates that the total assets and liabilities of the eposit #oney Banks 7#Bs8

stood at "99.=9trn at the end of the V< 92<=, representing an increase of .6U above the level at the end of

the preceding Huarter. The funds, hich ere sourced, largely, from accretion to capital account and

increased mobiliKation of deposit liabilities, ere used mainly to e@tend credit to the private sector and the

acHuisition of unclassified assets. $B"Js credit to the #Bs hich comprises largely of loans and advances,

increased by .5U to "9=6.5Gbn at the end of V< 92<=. At "<=.5Gtrn, #BJs credit to the domestic economy

rose by .4U above the level in the preceding Huarter. The development as attributed, largely, to the <G.5U

increase in claims on the Federal &overnment. Total specified liHuid assets of the #Bs stood at "1.59trn,

representing .1U of their total current liabilities. At that level, the liHuidity ratio, fell by 4.<U points belo

the level in the preceding Huarter, but as <.1U above the stipulated minimum ratio of =2U. The loans3to3

deposit ratio, at =6.=U, as U belo the level at the end of the preceding Huarter, and <.5U belo the

prescribed ma@imum ratio of 62U. The maor gap in the industry is the availability of long3term credit to the

private sector. #ost of the credits in the system at the moment are short term hile the federal government

and some state governments are the only beneficiaries of long term debt. Activities of merchant banks may

help attract more long3term debt capital to the banking system.




%/%+#%"TS I" T)%%/%+#%"TS I" T)%%/%+#%"TS I" T)%%/%+#%"TS I" T)% """"I&%!IA"I&%!IA"I&%!IA"I&%!IA" BBBBA"'I"&A"'I"&A"'I"&A"'I"& IIII"*ST!-"*ST!-"*ST!-"*ST!-

The Information in this section has been e@tracted from publicly available data obtained from organiKations such as the $B", FB" $apital

research, the International #onetary Fund and other sources believed to be reliable. The Issuer and its advisers have relied on the accuracy

of this information ithout independent verification and make no representation as to its accuracy.

)istorical Background)istorical Background)istorical Background)istorical Background

The "igerian #arket has been predominantly driven by eHuities ith the banking sector making up an

important proportion of total market capitaliKation. rior to 9226, the market enoyed a decade of

phenomenal groth, driven particularly by the banking industry. Folloing the Financial crisis that took place

V<, 9226, the capital market felt the greatest impact hich resulted in a negative impact on the banksW

balance sheets through increased provisioning for bad debts, loer profitability, and deterioration in the

Huality of banksJ assets hich immediately led to concerns over the liHuidity of banks.

The distress in the banking industry led to the introduction of several measures by $B", hich included a

reduction in #!, cash reserve ratio and liHuidity ratio. The #! rate as reduced from <2.94U to 1U, the $!!

from U to 9U and +! from 2U to 94U 7sourceE $B"8. In ?une 922G, the $B" took different approaches to

assess the financial conditions of the 9 banks in the country. The e@ercise highlighted deficiencies in capital

adeHuacy ratios and liHuidity ratios as ell as eaknesses in the corporate governance and risk management

practices of G banks. The results of the assessments revealed that the G banks failed to meet the reHuired

minimum of <2U in capital adeHuacy ratio and a 94 U minimum liHuidity ratio, as ell as generally being in a

eak financial state. Furthermore, illegal activities ere found to be taking place in 4 out of the G banks

The measures taken by the $B" included the inection >192 billion into the G banks, and the replacement of

the chief e@ecutive directors of 6 of the banks. $onseHuently, the management took numerous actions under

the $B"Js guidance to ensure that the banks operated effectively ith particular emphasis on improving

transparency and operations. The industry also itnessed several mergers and acHuisitions such as ceanic

Bank hich as acHuired by %cobank, merger of Finbank ith F$#B, acHuisition of %Huitorial Trust Bank by

Sterling Bank in order to meet the reHuired share capital. The central bank revoked the licences of Springbank

7 no %nterprise Bank8, Afribank 7no #ainstreet Bank8 and Bank )B 7 no 'eystone Bank8 hich failed to

meet the reHuirements as at the deadline. A#$" as set up to absorb the bad bank loans, e@changing them

for government3backed bonds.

!ecent evelopments!ecent evelopments!ecent evelopments!ecent evelopments

$ashless olicy$ashless olicy$ashless olicy$ashless olicy

The $entral Bank of "igeria introduced a ne policy based on cash transactions hich stipulates a charge on

daily cash ithdraals or cash deposits that e@ceed >422,222 for individuals and >=,222,222 for corporate

entities. This policy is aimed at reducing the amount of physical cash circulating ithin the economy and

encouraging more electronic based transactions. This ne policy has resulted in the folloingC

• #oderniKation of the payment systems in line ith "igeriaJs 9292 goal of being amongst the top 92

economies by the year 9292.

• !eduction in the cost of banking services

• Improvements in the effectiveness of monetary policy in managing inflation and driving economic

groth

This policy started on =2th #arch, 92<9 in +agos and has gradually been introduced in other states.



%/%+#%"TS I" T)%%/%+#%"TS I" T)%%/%+#%"TS I" T)%%/%+#%"TS I" T)% """"I&%!IA"I&%!IA"I&%!IA"I&%!IA" BBBBA"'I"&A"'I"&A"'I"&A"'I"& IIII"*ST!-"*ST!-"*ST!-"*ST!-


#obile #oney#obile #oney#obile #oney#obile #oney

#obile money as introduced by $B" to allo deposits, ithdraals, settlement of bills and also payment for

goods and services rendered ith the use of mobile phones. After identifying person to person payments

7over the mobile phone infrastructure8 as a practical strategy for financial inclusion of the un3banked, the

$entral Bank of "igeria opted for the creation of an enabling regulatory environment as a policy path toards

achieving availability, acceptance and usage of mobile payment services in "igeria. The overriding vision is to

achieve a nationally utiliKed and internationally recogniKed payment system.

!ecapitaliKation of Foreign Subsidiaries!ecapitaliKation of Foreign Subsidiaries!ecapitaliKation of Foreign Subsidiaries!ecapitaliKation of Foreign Subsidiaries

The $B" issued the folloing clarifications on the recapitaliKation of foreign subsidiaries. The $B" ill

continue to consider applications for recapitaliKation in the folloing casesE

• (here the capital of a subsidiary is impaired in the normal course of business due to operational and

other losses

• (here it is demonstrated that the increase in capital is commensurate ith the level of business andprofitability of normal banking operations such that there is no incentive to take unfair risks in the

Huest for returns.

• (here a "igerian bank is setting up a ne subsidiary in another country ith the reasonable capital

reHuirement

• (here the host regulator reHuires an increase in capital that is reasonable and realistic, gradual and

consistent ith economic realities of the environment.

*niversal Banking &uidelines*niversal Banking &uidelines*niversal Banking &uidelines*niversal Banking &uidelines

!epeal of!epeal of!epeal of!epeal of tttthe *niversal Banking #odelhe *niversal Banking #odelhe *niversal Banking #odelhe *niversal Banking #odel

(ith the aim of providing clarity on the conduct of banking practices, the $entral Bank of "igeria repealed the*niversal Banking &uidelines. *nder $B" !egulation on the scope of Banking Activities and Ancillary matters

"o.= of 92<2, it as e@pected that banks adopt a financial holding company hich can be defined as “other

financial institution0 licensed and regulated as such by the $entral Bank of "igeria for the purpose of making

and managing, eHuity investments in companies engaged in the provision of financial services. $ommercial

banks can operate at regional, national and international levels ith capital of "<2billion, "94billion and

"42billion respectively. Banks such as First Bank of "igeria, Stanbic IBT$ and First $ity #onument Bank lc

7F$#B8 have adopted the 7“)old$o08 structure.

#erchant banks are reHuired to have a capital base of "<4bn. The $B" believes the ersthile universal

banking regime e@posed banking business to greater risks that challenge the stability of the financial system.

The risks arose because most banks have limited skills to cover the entire banking spectrum in the bankinggroup, resulting in increased risk from affiliate transactions, improper allocation of depositorsJ funds to high

risk businesses such as proprietary trading and investments, and eak group corporate governance

structures. The obective of the ne model is to make banks focus on their core banking business and

develop specialiKation.

#erchant Banking +icense#erchant Banking +icense#erchant Banking +icense#erchant Banking +icense

The $entral Bank of "igeria issued the first merchant banking licenses in more than a decade to FS)

#erchant Bank +imited and South AfricaWs First!and #erchant Bank in 92<9. These to banks are the first

merchant banks to be licensed since the $entral Bank of "igeria reintroduced merchant banks hich ere

phased out folloing the advent of universal banking in 922.



FS) Funding S/ lc The "<22,222,222,222 ebt Issuance rogramme.

%S$!ITI" F%S$!ITI" F%S$!ITI" F%S$!ITI" F FS)FS)FS)FS) FFFF****"I"&"I"&"I"&"I"& S/S/S/S/ +$+$+$+$


The Issuer as incorporated in "igeria on the 92 th of ?une, 92<= 7registered number <<9=<128 as a public

limited company under the name of FS) Funding S/ lc. The Issuer carries on business at <1 'effi St. ff

Aoloo !oad, S.( Ikoyi , +agos. The Issuer has no subsidiaries or affiliates. The Issuer has been established

as a special purpose vehicle for the purpose of issuing bonds to fund orking capital, enhance liHuidity and

enhance its capital base of the Sponsor.

The authoriKed share capital of the Issuer is "422,222 divided into <,222,222 ordinary shares of 42k each.

The issued share capital of the Issuer is "942,222 divided into 422,222 ordinary shares of 42k each, and are

held through its nomineesC 9G,GGG shares are held by First Trustees "igeria +imited 7the “Share Trustee08

under the terms of a declaration of trust 7the “Share Trust eed08 dated MNO, and made by the Share Trustee for

the benefit of the Bondholders of the Issuer 7as to the e@ercise of voting rights attaching to such shares8 and

for the benefit of certain charitable purposes. ne7<8 share is held by FB" Securities +imited 7“FB" Sec08 as

nominee pursuant to the deed of trust made by nominee shareholder of the Share Trustee in respect of such

share 7"ominee Share Trust eed8.

The Share Trustee has no beneficial interest in and derives no benefit 7other than any fees for acting as Share

Trustee8 from its holding of the Shares.

The principal obects of the Issuer are set out in clause = of its #emorandum and Articles of Association and,

amongst other things, is to issue bonds to the public under the terms of the rogramme and to purchase

"otes from FS) #erchant Bank +imited, therefore to raise or borro money and to grant security over its

assets for such purposes and to enter into arrangements for such purpose. "either the Sponsor nor any

associated body of the Sponsor ons directly or indirectly any of the shares in the share capital of the Share

Trustee or the Issuer.

rincipal Activitiesrincipal Activitiesrincipal Activitiesrincipal Activities

The principal activities of the Issuer ill be to purchase "otes from FS) under the "otes Issuance Agreement

and in accordance ith the terms of the transaction documents.

$opies of the #emorandum and Articles of Association of the Issuer may be inspected at the specified offices

of the Issuer.

The Issuer has not engaged, since its incorporation, in any activities other than those incidental to its

incorporation and registration as a public limited company, the authoriKation and issue of the Bonds and of

the other documents and matters referred to or contemplated in this document to hich it is or ill be a party

and matters hich are incidental or ancillary to the foregoing.

The IssuerJs activities are restricted by its #emorandum and Articles of Association and the terms of the Trust

eed, and other related documents.



%S$!ITI" F%S$!ITI" F%S$!ITI" F%S$!ITI" F FS)FS)FS)FS) FFFF*"I"&*"I"&*"I"&*"I"& S/S/S/S/ +$+$+$+$


irectors and Secretaryirectors and Secretaryirectors and Secretaryirectors and Secretary

The nominee directors of the Issuer, and their respective business addressesE

"ame"ame"ame"ame Business AddressBusiness AddressBusiness AddressBusiness Address

Taio keoo <1, 'effi Street, South (est, Ikoyi

Adekunle Aoobi =4, #arina, +agos

atrick #gbenelu <1, 'effi Street, South (est, Ikoyi

Irene tike3dibi 7$ompany Secretary8 <1, 'effi Street, South (est, Ikoyi

irectorirectorirectorirectorJJJJssss InterestsInterestsInterestsInterests

"o director has any interest in the promotion of the Sponsor andDor the "otes to be purchased or proposed to

be purchased by, the Issuer.

rofile of the irectorsrofile of the irectorsrofile of the irectorsrofile of the irectors

Taio keooTaio keooTaio keooTaio keoo 3333 irectorirectorirectorirector

Taio oined FB" $apital +imited in 9221 from First Bank "igeria lc here he as )ead of the $orporate

Finance &roup from 922<39224. rior to oining First Bank of "igeria lc, he as the )ead, $orporate Banking

in Investment Banking and Trust $ompany +imited 7IBT$8 from <G6G3922<. )e is a seasoned professional ith

over 9= years e@perience in investment banking and has considerable e@perience in proect finance, mergers,

acHuisitions, restructuring, and securities underriting.

Taio obtained his first degree in $omputer Science from the *niversity of Ibadan in <G64 and a #asters of

Science degree in #anagement Science from the prestigious +ondon Business School 7+BS8 in 922<. )e is a

member of the $FA Institute and a Fello of the Institute of $hartered Accountant of "igeria 7I$A"8. )e is

currently the eputy #anaging irector : )ead, Investment Banking ivision in FB" $apital +imited.

Adekunle AoobiAdekunle AoobiAdekunle AoobiAdekunle Aoobi 3333 irectoirectoirectoirectorrrr

#r. Aoobi is a Fello of the Institute of $hartered Accountants of "igeria, "igeria Institute of #anagement,

$ertified Fraud e@aminer and #ember Institute of Internal Auditors. )e also holds a Bachelor of Science

degree In %conomics ith First $lass )onours from gun State *niversity 7no labisi nabano *niversity8

Ago3Ioye, gun state. rior to oining First Trustees "igeria +imited in 9229, he as an Audit senior ith

'#& audit 7<GG1 3 <GG58C Internal Auditor $arnaud#etalbo@ 7"o "ampak8 "igeria lc 79222 3 92298.

n oining First Trustees he as employed as a #anager, perations epartment and later promoted to

Senior #anager, perations based on outstanding performance. )e as then moved to head the $apital

#arkets : roects *nit of the Investment epartment. In February 9225, he as appointed )ead, perations

: IT and promoted to Assistant &eneral #anager. In 92<9, he as appointed the Acting #anaging

irectorD$% and holds the position till date.

atrick #gbeneluatrick #gbeneluatrick #gbeneluatrick #gbenelu 3333 irectorirectorirectorirector

atrick is a irector and the )ead of roect : Structured Finance unit of FB" $apital. )e has over 92 years

banking e@perience, ith a primary focus on financial advisory, structuring, debt arrangingDlending and

closing and proect finance transactions in the *', ortugal, Saudi Arabia, Vatar, man, 'uait, *.A.%,

other &$$ countries, and most recently in "igeria.

rior to his current role, he orked ith Stanbic IBT$ Bank lc here he as a irector ithin the Standard

Bank &roup leading the deal team originating, structuring and closing of proect financings in "igeria from



%S$!ITI" F%S$!ITI" F%S$!ITI" F%S$!ITI" F FS)FS)FS)FS) FFFF*"I"&*"I"&*"I"&*"I"& S/S/S/S/ +$+$+$+$


9226. )e also orked as Assistant #anager, roect : Trade Finance epartment at Arab etroleum

Investments $orporation 7“AI$!8 in Saudi Arabia 79222 9228, Senior $orporate Banker at the "ational

$ommercial Bank, Saudi Arabia 7922 92218 and #anaging irector, roect and $orporate Finance of &ulf

ne Investment Bank in Bahrain from 9221 9226. )is academic Hualification includes #.Sc Finance :

Investment 3 *niversity of the South Bank, +ondon and #BA 3 #iddlese@ *niversity Business School, +ondon.

)e is an Associate member of the $hartered Institute of Bankers 7“A$IB08, +ondon and is an Associate of the

Institute of Financial Services, 7“AIFS08 +ondon.

Irene tikeIrene tikeIrene tikeIrene tike3333dibidibidibidibi $ompany Secre$ompany Secre$ompany Secre$ompany Secretarytarytarytary

Irene is the +egal and &eneral $ounsel for the FB" $apital +imited. She has over <6 years of legal practice

7ith a particular bias for company and commercial la8, Irene has orked in several of the top ten

commercial la firms in +agos including laniun Aayi : $o. from <GG19222 and Aluko : yebode from

922<3922=, here she gained e@tensive e@perience in proect finance, capital market operations 7particularly

in collective investments8, advising core investors in the privatiKation process, and mergers and acHuisition.

She oined the $ommercial +a &roup of Adepetun, $a@ton3#artins, Agbor : Segun as a Senior Associate in

922 here she led various teams that conducted due diligence and provided advice to the firmJs

international clients in various sectors of the economy including telecommunications and banking. *ntil

recently, Irene as the $orporate $ounsel in First Funds +imited from 922192<<, providing legal advice to

the $ompany and served as Secretary to Board and %@ecutive $ommittees. Irene holds an ++.B from the

*niversity of %ast3Anglia, "orich in <G6G and as called to the "igerian Bar in <GG4. !ecently aarded ++.#

In $ompany and $ommercial +a Vueen #ary *niversity of +ondon.

%mployees%mployees%mployees%mployees

The Issuer has no employees. The directors are directors of the Share Trustees. The Secretary of the Issuer is

the $ompany Secretary of the Share Trustees.

IndebtednesIndebtednesIndebtednesIndebtednesssss

The Issuer has no indebtedness as at the date of this Shelf rospectus other than that hich the Issuer has

incurred or shall incur in relation to the transactions contemplated herein.

#aterial $ontracts#aterial $ontracts#aterial $ontracts#aterial $ontracts

Apart from the Transaction ocuments to hich it is a party, the Issuer has not entered into any material

contracts other than in the ordinary course of its business.

"o #aterial Adverse"o #aterial Adverse"o #aterial Adverse"o #aterial Adverse $hange$hange$hange$hange

Since the date of the IssuerWs incorporation, there has been no material adverse change, or any development

reasonably likely to involve any material adverse change, in the condition 7financial or otherise8 of the Issuer.

Financial InformationFinancial InformationFinancial InformationFinancial Information

Since the date of incorporation, the Issuer has not commenced operations and no financial statements have

been compiled or published as at the date of this Shelf rospectus.

+itigation+itigation+itigation+itigation

The Issuer is not and has not been since its incorporation engaged in any litigation or arbitration proceedings

hich may have or have had during such period a significant effect on its respective financial position and, as

far as the Issuer is aare, no such litigation or arbitration proceedings are pending or threatened.




%%%%S$!ITI" FS$!ITI" FS$!ITI" FS$!ITI" F FS)FS)FS)FS) ####%!$)A"T%!$)A"T%!$)A"T%!$)A"T BBBBA"'A"'A"'A"' ++++I#IT%I#IT%I#IT%I#IT%


FS) #erchant Bank +imited 7“FS)0 or “Sponsor08 formerly First Securities iscount )ouse +imited is one of

the first merchant banks to be aarded a license in "igeria in this ne era. First Securities iscount )ouse

+imited as incorporated in <GG9 as the first discount house in "igeria and it commenced operations in <GG=

having as its core competence in the issuance and trading of Financial Securities. FS) is oned by a diverse

group of Financial Institutions, including The International Finance $orporation 7“IF$08, *"I$ $FA +imited,

Trust Fund FA +imited 7formerly "SITF8, AII$ Insurance and five "igerian Banks namelyE Stanbic IBT$ lc,

*nity Bank lc, %cobank "igeria lc, %nterprise Bank +imited 7formerly Spring Bank lc8 and #ainstreet Bank

+imited 7formerly Afribank lc8.

ver the years FS) has operated as a primary dealer and market maker in &overnment Securities 7F&"

Bonds, and Treasury Bills8. FS) has also acted as an issuing house and trader in commercial securities,

corporate Bonds, commercial bills, promissory notes and bankersJ acceptances and in "ovember 92<9, FS)

got the final approval from the $entral Bank of "igeria to e@change its iscount )ouse license for a #erchant

Banking license.

FS)Js product offerings includeE

• Financial Advisory and $orporate Finance 7ebt and %Huity8

• Short, #edium and +ong Term Finance Facilities 7"aira and *S ollars8

• Structured and roect Finance Facilities

• Foreign %@change, Trade Finance and International Trade Services

• Securities Trading 7Treasury Bills, Federal &overnment and State &overnment Bonds8

• Securities $reation and Trading 7$orporate Bonds, $ommercial "otes, Bankers Acceptances and

romissory "otes8

• Investment outlets for clients ith e@cess liHuidity

• Asset #anagement 7ension Funds, &ratuity Schemes, *nit trust Schemes etc8.

Some of FS)Js achievements are listed beloC

Started trading in bonds as far back as <GG5 ith investments in Federal &overnment evelopment

Stocks under the book entry arrangement that e@isted at that time.

$onsummated the first secondary market Federal &overnment of "igeria “F&"0 Bond trading recorded

on the floor of the Stock %@change through the $S$S in August 922.

ioneered the pen Buy3Back product in the "igerian Financial #arkets in <GG=.

BrokerDealer for the first pen #arket peration of the $entral Bank of "igeria in <GG=.

Arranged the first secondary market transaction recorded for the 9nd F&" Bond Series beteen

&TBank lc and Access Bank lc in April 9224.

$onsummated the first repo and outright sale transactions amongst the ##s ith *BA in ?uly

9221.

$onsistently ranked by the ebt #anagement ffice 7“#08 in the top five in secondary market F&"

bond trading.

Focused on and committed to partnering ith government and corporate clients to e@pand the

domestic debt markets.



%S$!ITI" F%S$!ITI" F%S$!ITI" F%S$!ITI" F FS)FS)FS)FS) ####%!$)A"T%!$)A"T%!$)A"T%!$)A"T BBBBA"'A"'A"'A"' ++++I#IT%I#IT%I#IT%I#IT%


-

2,000,000

4,000,000

6,000,000

8,000,000

10,000,000

12,000,000

14,000,000

16,000,000

2007 2008 2009 2010 2011 2012

Gross earnings

Gross earnings

FS)FS)FS)FS) &roup&roup&roup&roup

The FS) &roup 7“The &roup08 consists of four companies all engaged in the provision of investment banking,

fund and asset management services in different segments of the "igerian financial markets. The group

collaborates to provide holistic financial solutions based on superior products, product knoledge and

specially tailored advice.

&roup Structure&roup Structure&roup Structure&roup Structure

'ey Financial )ighlights'ey Financial )ighlights'ey Financial )ighlights'ey Financial )ighlights

!eve!eve!eve!evenue 79226nue 79226nue 79226nue 79226333392<9892<9892<9892<98

!evenues generated from the core activities of the group are fees on financial services rendered to clients as

ell as brokerage and commission fees. The table belo shos gross earnings generated from 9225392<9C

The steep increase in revenue in the year

9226 is as a result of the increase in

interest rates due to inflationary pressures

and an increase in management fees from

the assets under management. -ear on year

inflation rose steadily from .6U in ?uly

9225 to <9U in ?une 9226. The #onetary

olicy !ate increased four times beteen

?une 9225 and ?une 9226 in order to curb

inflation.

The sharp decline in the year 922G as a result of the global financial crisis. uring the financial year 7?une

92263?une 922G8 inflation ranged beteen <9.4U p.a. and <4.<U p.a. falling short of &overnmentJs target rate

of 6.9U p.a. set at the beginning of 9226. The situation as further aggravated by the announcement of

ecember =< as uniform year end for all deposit money banks and discount houses as this led to a scramble





-

500,000

1,000,000

1,500,000

2,000,000

2,500,000

3,000,000

3,500,000

4,000,000

Year 2007 2008 2009 2010 2011

PBT

PBT

for deposits ith tenors that ould cross over the yearend. This drove rates as high as =2U p.a. In recent

times, there has been an e@ponential groth in the gross revenues of the company.

rofit before Ta@ 79225rofit before Ta@ 79225rofit before Ta@ 79225rofit before Ta@ 79225333392<9892<9892<9892<98

The group achieved a profit before ta@ 7BT8 of

"9.95billion for the financial year ended =<

ecember 92<9. This represents a decline of

<<.1U from the position of "9.41billion for the

year ended =< ecember 92<<. rofit after ta@

7AT8 attributable to the group as "=.<61billion,

hich is =.21U above the position of

"9.9=billion for the year ended =< ecember

92<<. This increase is accounted for by an income

ta@ credit of "G<6m due to deferred ta@ assets

resulting from the investment activities in fi@ed

income securities.

The decline in the profit levels for the year ended ecember 92<9 is the direct result of the restrictive

monetary policy thrust of the $entral Bank in 92<9. This caused yields on fi@ed income securities, the maor

investing activity, to remain high for most part of the year, putting pressure on fi@ed income securities

trading. This effect as hoever moderated ith the inclusion of the F&" Bond in the ? #organ %merging

#arket &overnment Inde@ 7&BI3%#8 in V of 92<9 hich influenced demand and loering of yields recorded

in V 92<9.

$orporate &overnance !eport$orporate &overnance !eport$orporate &overnance !eport$orporate &overnance !eport

$orporate governance in FS) is based on the philosophy of building a structured organiKation, anchored on

core values, ith ell defined systems and processes that are adaptive to changes in the environment and

resilient enough to cope ith succession at all levels. This philosophy has been the guidepost in navigating

the organiKation through its various phases of groth. It has ensured stability for the company, even as the

economy as a hole and the financial services industry, in particular, ent through various cycles of boom

and burst.

At FS), corporate governance is not ust about adopting national and international codes of best practices 3

it is rooted in shared values and a culture that aims to bring out the best in the companyJs staff members.

This culture is ell articulated in a “$ulture (heel0$ulture (heel0$ulture (heel0$ulture (heel0 and ell knon to all members of staff. The culture heel

defines ho the FS) person is in terms of personal attributes and relationship ith stakeholders, especially

the customer. It is anchored on five pillars hich are )igh erformance, $ustomer rientation, +earning,

$ollaboration, and Image Building. The interplay of these five pillars defines the $ompany and its ay of

doing business. It is reinforced by the companyJs $ode of $onduct, the policies and procedures in place in the

company, the e@amples set at the top by the Board and senior management, and the reard system.

The FS) $ulture serves as a poerful tool in shaping the companyJs control and risk management

environment and has continued to play an important role in improving the governance system in the

organiKation. It is the glue that binds all the stakeholders together and has resulted in the alignment of the

e@ternal and the internal environments toards a common obective hich is meeting and e@ceeding the

needs of its customers. The $ompanyJs uniHue onership structure has combined ith a responsive board





and has produced a highly empoered management and staff, resulting in a governance structure that

promotes accountability and transparency throughout the hole organiKation.

ver the years, the $ompany has taken deliberate steps toards improving the structures. There are four

Board $ommittees including the three Board $ommittees stipulated in the $entral Bank of "igeria 7$B"8 $ode

of $orporate &overnance. irectors and staff are regularly trained and have continued to increase capacity in

the key epartments involved in the governance process. The $ompanyJs %nterprise ide !isk #anagement

Frameork 7%!#8 provides the platform for the management of risks in the organiKation. The %!# is regularly

revieed and updated in line ith changing business and operational circumstances. In addition, the company

has set up a histle bloing procedure and adopted a code of professional conduct for directors and

members of staff. The histle bloing procedure provides a confidential channel for stakeholders to report

rong doing, through hotlines and confidential email. etails are contained on the companyJs ebsiteE

.fsdhgroup.com

nershipnershipnershipnership

FS) has continued to be the result of a successful partnership beteen local banks and non bank financial

institutions on one hand and offshore financial institutions on the other hand. This onership structure

makes FS) uniHue in the countryJs financial services industry. At present, the shareholding structure

consists of 9 foreign financial institutions 7GU8, 4 local banks 79GU8 and 5 local non3bank financial institutions

719U8. ne of the to foreign shareholders is the International Finance $orporation 7IF$8, i.e. the private3

sector arm of the (orld Bank.

The BoardThe BoardThe BoardThe Board

FS)Js Board is composed of e@perienced and knoledgeable professionals ho have made their mark in key

sectors of the economy. The $hairman heads the board. The position of the $hairman of the Board is separate

from the position of the $hief %@ecutive fficer and therefore both positions are not occupied by the same

person. The board is composed of the $hairman, the #anaging irector, 9 %@ecutive irectors, 9 independent

non3e@ecutive directors 7ho do not represent the interest of any shareholder8, and a ma@imum of 6 other

non3e@ecutive directors representing the interests of various shareholders. At least once a year, an evaluation

of the effectiveness of the board is performed by an %@ternal $onsultant, in line ith the reHuirements of the

$B"Js $ode of $orporate &overnance. riceaterhouse$oopers served as e@ternal $onsultant for the

performance appraisals of 9226 to 92<2. )oever, folloing the appointment of the firm as e@ternal

Auditors, '#& rofessional Services, an international advisoryDconsulting firm, as appointed the e@ternal

consultant for the board performance appraisal from year 92<<. The board has continued to receive good

ratings on its effectiveness in the performance of its duties.

The Board has four standing committees comprising of the Audit $ommittee, the !isk #anagement

$ommittee, the $redit $ommittee and the "omination and !emuneration $ommittee. Together ith the four

committees, the Board provides effective oversight over the operations of the company. The duties of the

board areE

etermination of the companyJs strategic direction and business obectives necessary to ensure long

term groth and sustained creation of value for customers

%nsuring the e@istence of plans and policies for the achievement of the companyJs strategic business

obectives

The establishment of an effective risk management frameork to identify, measure, and manage risks

in the company

The establishment of a good system of internal controls to ensure the integrity of financial reporting

and compliance ith las and regulations





Fostering a culture of responsibility, transparency, and accountability through good corporate

governance and adherence to high ethical values

Selection, compensation and monitoring of senior management staff and ensuring the e@istence of a

good system of succession planning

Approval of maor capital e@penditure, changes to the companyJs capital structure, annual budgets,

changes to accounting policies and dividend policy

The Board $ommitteesThe Board $ommitteesThe Board $ommitteesThe Board $ommittees

The $B"Js $ode of $orporate &overnance for banks and discount houses reHuires every bank or discount

house to have at least three Standing $ommittees namely the Audit $ommittee, the !isk #anagement

$ommittee, and the $redit $ommittee. Accordingly, FS) has constituted the three $ommittees. In addition

to the three $ommittees, FS) has also constituted the "omination and !emuneration $ommittee. The

committees have the folloing terms of reference.

The Audit $ommitteeThe Audit $ommitteeThe Audit $ommitteeThe Audit $ommittee

This is a statutory $ommittee and its duties are contained in section =4G718 of $A#A namelyE

Ascertaining hether the accounting and reporting policies of the company are in accordance ith

legal reHuirements and agreed ethical practices.

!evieing the scope and planning of the e@ternal audit

!evieing the findings of e@ternal auditors as contained in their management letter

!evieing the effectiveness of the companyJs system of internal controls.

#aking recommendations to the Board regarding the appointment, remuneration, and removal of

e@ternal auditors

verseeing the activities of the Internal Auditor and authoriKing himDher to carry out investigations

into any activities of the company hich may be of interest or concern to the Audit $ommittee.

The Audit $ommittee is made up of members, one of hich 7the $hairman8 is a representative of

shareholders and is not a member of the Board. The Internal Audit *nit is independent of management and

reports directly to the Audit $ommittee.

The !isk #anagement $ommitteeThe !isk #anagement $ommitteeThe !isk #anagement $ommitteeThe !isk #anagement $ommittee

The $ommittee is made up of members and its duties includeE

Approving and revieing the %nterprise (ide !isk #anagement Frameork

etermining the risk areas that ill be subect to regular revie and to specify the freHuency of

revie.

%stablishing of policies on risk oversight and management of the company

Approving appointmentsDpromotions of senior management staff, revie of staff salaries, revie of

human resources policies and discipline

ther assignments as may be given by the Board of irectors from time to time

The !isk #anagement epartment, hich is independent of the operating departments, presents regular

reports to the !isk #anagement $ommittee.

The $reditThe $reditThe $reditThe $redit $ommittee$ommittee$ommittee$ommittee

The $redit $ommittee, hich is made up of 4 members, has as its functions the folloingE

Formulation of credit policies for the organiKation

!evie and approval of credit policies on a regular basis

Approval of credit limits in accordance ith the credit policies of the company





Approval of credits that e@ceed the #anagementJs credit limits

The !isk #anagement epartment also presents regular reports to the $ommittee.

The "omination and !emuneration $ommitteeThe "omination and !emuneration $ommitteeThe "omination and !emuneration $ommitteeThe "omination and !emuneration $ommittee

The "omination and !emuneration $ommittee as constituted on the =2th of ?une, 92<<. The $ommittee is

made up of three non3e@ecutive directors, one of hom is an independent director. The terms of reference

areE

!egularly revie the structure, siKe and composition 7including the skills, knoledge and e@perience8

reHuired of the Board compared ith its present position and make recommendations to the Board on

any changes the $ommittee may deem necessary.

&ive full consideration to succession planning for directors and top management in the course of its

ork, taking into account the challenges and opportunities facing the company, and hat skills and

e@pertise are needed on the Board in the future.

Be responsible, subect to the $ompanyJs #emArt, for identifying and nominating for approval of the

Board, candidates to fill Board vacancies as and hen they arise.

#ake recommendations to the Board on matters relating to the continuation in office of any director

at any time including the suspension or termination of service of an e@ecutive director as an employee

of the $ompany subect to the provisions of the la and their service contract.

#ake recommendations to the $hairman on the membership of other Board $ommittees, taking into

consideration the skills, knoledge and e@perience reHuired to function effectively in those

$ommittees.

#ake recommendations to the Board for appointments and promotions of staff from the position of

Assistant &eneral #anager and above.

etermine and agree ith the Board the frameork or broad policy for the remuneration of the

$ompanyJs %@ecutive irectors and $hairman. 7To avoid conflict of interest, the remuneration for

none@ecutive irectors shall be determined by the $hairman and the %@ecutive irectors8.

etermine and agree ith the Board the policy for the terms of employment of the %@ecutive

irectors.

!evieing and approving the remuneration structure for the $ompany.

!evie the ongoing appropriateness and relevance of the $ompanyJs !emuneration policies.

!evie annually the remuneration trends across the company and the industry in hich the company

operates ith a vie to ensuring that the $ompany remains competitive in order to retain and attract

the right talents.

etermine and agree policy for the reimbursement of the e@penses of the $hairman and the %@ecutive

irectors.

%nsure that the disclosures in the audited accounts regarding directorsJ remuneration are adeHuate

and consistent ith the reHuirements of the la.

!evie and approve the design and structure of all retirement benefit schemes.

#anagement#anagement#anagement#anagement

The management is charged ith the day3to3day running of the company. It is headed by the #anaging

irector, ho is also the $hief %@ecutive fficer 7$%8. )e is supported by to %@ecutive irectors and heads

of departments. In addition, the company makes use of standing committees in the performance of certain

key functions hose processes cut across different departments. The standing committees are as follosE





The %@ecutive $ommitteeThe %@ecutive $ommitteeThe %@ecutive $ommitteeThe %@ecutive $ommittee

The committee is made up of the #anaging irector, the %@ecutive irectors and all the )eads of

epartments and the Branch #anagers. This is the principal decision making organ of the company and the

committee meets on a eekly basis.

The Senior %@ecutive $ommitteeThe Senior %@ecutive $ommitteeThe Senior %@ecutive $ommitteeThe Senior %@ecutive $ommittee

The $ommittee meets formally every si@ months to revie performance appraisals and approve promotions. It

also has e@clusive approval poers for some types of e@penditure. It is composed of the three most senior

members of staff of the organiKation.

The A+$ $ommitteeThe A+$ $ommitteeThe A+$ $ommitteeThe A+$ $ommittee

The $ommittee, hich meets eekly, is composed of all the heads of departments and key officers of the

Business *nits, Financial $ontrol and !isk #anagement. The $ommittee makes decision on the structure and

composition of the companyJs assets and liabilities and also sets the guidelines on interest rates.

The $reditD(atchThe $reditD(atchThe $reditD(atchThe $reditD(atch3333list $ommitteelist $ommitteelist $ommitteelist $ommittee

The $ommittee meets monthly to consider and approve credits and also to revie e@isting credits for

performance and classification. The #anaging irector, the %@ecutive irectors, the )ead of !isk #anagement

epartment, the )ead of Financial $ontrol epartment, the )ead of the Internal Audit *nit, and the )eads of

the Business *nits together ith other key staff in the Business *nits are members.

The IT Steering $ommitteeThe IT Steering $ommitteeThe IT Steering $ommitteeThe IT Steering $ommittee

The $ommittee meets to discuss and make recommendations on maor IT implementations and strategies. It

meets henever there is a maor IT implementation in the company. All the )eads of epartments are

members.

rofile of Board of irectorsrofile of Board of irectorsrofile of Board of irectorsrofile of Board of irectors

#r. saro Isokpan#r. saro Isokpan#r. saro Isokpan#r. saro Isokpan $hairman$hairman$hairman$hairman

)e started his banking career ith the American #erchant Bank +imited 7Bank of Boston affiliate8 as a

!elationship fficer in <G62. After <= years of meritorious performance in the bank, he as made the

#anaging irector in <GG= and held the position till 9224. )e has over Thirty years of banking e@perience. )e

is currently a Solicitor and Barrister of the Supreme $ourt of "igeria and runs a private consultancy business.

)e holds a <G54 Bachelors of Science egree from the *niversity of "igeria, an ++.B 7)ons8 from the *niversity

of +agos in <G6G and a B.+. 7)ons8 from the "igerian +a School in <GG<. )e is an alumnus of Strathclyde,

Stanford, and )arvard Business Schools and obtained an #BA 7#asters in Business Administration8, F#

7Finance #anagement rogramme8 and A# 7Advanced #anagement rogramme8 in the years <G5G, <G6= and

<GG respectively from the three business schools. )e has participated in several local and foreign

professional banking courses.

#r. !ilan "osaaru Belo#r. !ilan "osaaru Belo#r. !ilan "osaaru Belo#r. !ilan "osaaru Belo3333sagiesagiesagiesagie #anaging irector#anaging irector#anaging irector#anaging irector

#r. Belo3sagie is a founding member of staff of FS) and as appointed the #anaging irector and $% in

<GG6 after serving as the &eneral #anager and $hief perating fficer for to years. )e is a graduate of the

renoned Imperial $ollege of Science and Technology, +ondon and Strathclyde *niversity, &lasgo and holds

a #aster in Business Administration from the +ondon Business School. rior to oining FS), #r. Belo3sagie

had orked ith African International Bank +td and $hartered Bank "igeria +td in managerial positions.





For over tenty si@ 7918 years no, #r. Belo3sagie has been a key player in the "igerian Financial #arket,

especially in the Fi@ed Income Securities #arket. )e has served in the "igerian iscount #arket Association in

several e@ecutive positions and as $hairman beteen <GG6 and <GGG. )e also sits on the Board of ensions

Alliance +imited 7a ension Fund Administrator8, a member of FS) group here he is the current $hairman.

#r. Belo3sagie, ho is an alumnus of the prestigious )arvard Business SchoolJs Advanced #anagement

rogramme also attended several %@ecutive #anagement programmes in banking at I"S%A and the +agos

Business School.

#rs.#rs.#rs.#rs. )amda)amda)amda)amda AmbahAmbahAmbahAmbah 3333 %@ecutive irector%@ecutive irector%@ecutive irector%@ecutive irector

#rs. Ambah holds an #Sc in #anagement Science from the Imperial $ollege of Science and Technology 7<G698

and a Bachelors degree in $omputer Science from the *niversity of +agos, "igeria 7<G628. She is a member of

the "igerian $hartered Institute of Stockbrokers and as aarded the <GGG IBT$ aard for the best

e@amination candidate in $orporate Finance.

rior to oining FS) in <GG=, #rs. Ambah began her banking career at the International #erchant Bank 7I#B8

in <G69 and after 1 years moved on to ork at !euters +imited until she oined FS). Since oining as an

Assistant &eneral #anager ith responsibility for the $orporate and %nergy &roup, she has moved up the

$orporate ladder as her responsibilities gre to include $orporates 7comprising multinational, middle tier

corporations, telecoms and energy sector8, Investors group 7comprising "on3bank Institutional Investors and

rivate $lients8 as ell as the ort3)arcourt and Abua !egional ffices. The perations &roup and the )uman

!esources and Administration *nit are also directly under her supervision.

In ctober 922G, having served as the &eneral #anager for nine 7G8 years, #rs. Ambah as appointed an

%@ecutive irector. She as also appointed to the boards of three subsidiaries of FS). These areE FS) Asset

#anagement 7an Asset #anagement company8, FS) Securities +imited 7Issuing )ouse, Stock broking and

Financial Advisory Services8, and ensions Alliance +imited 7a ension Fund Administrator8. #rs. Ambah is an

alumnus of the Advanced #anagement rogram at Insead, France and has attended a Senior #anagement

rogramme at the (itts Business School in South Africa.

#s.#s.#s.#s. lufunsho lusanyalufunsho lusanyalufunsho lusanyalufunsho lusanya 3333 %@ecutive irector%@ecutive irector%@ecutive irector%@ecutive irector

lufunsho lusanya is the %@ecutive irector in charge of Treasury and International Banking ivision. She

has over 92 years banking e@perience in diverse areas of Treasury, Securities Trading, Asset : +iability

management, !etail Banking, $ash #anagement, roduct evelopment, #anagement $ontrol, and !esearch.

lufunsho holds a a Bachelor of Science degree 7B.Sc.8 from the *niversity of +agos in <G66, #asters in

Business Administration 7#BA8, maoring in Banking and Finance from gun State *niversity in 9222 and a

#asters of Science egree 7#.Sc8 in $orporate &overnance from +eeds #etropolitan *niversity, *nited

'ingdom in 922G. She is an alumnus of +ondon Business School at the e@ecutive education level.

rior to reoining FS), lufunsho as the &roup Treasurer of *BA lc here she as charged ith

developing an Integrated Treasury hich as responsive to the &roupJs needs, profitable, focused on cost

optimiKation ith enhanced liHuidity and good risk management practices 7Basle II compliant8. She as also

responsible for formulating trading strategies, coordinating effective trading in the various domestic markets,

seeking ne markets and business opportunities, managing a portfolio of over P<G Billion assets and

institutionaliKing the modalities for providing Huality treasury services to the institutionWs diverse customers.

She as also instrumental to the successful raising of over P=22 million tier 9 $apital for the Bank 7the first

ever in "igeria8.





lufunshoJs e@perience in the Banking Industry and in maor structured finance transactions prepared her

fully for the current role as %@ecutive irector in charge of Treasury and International Banking ivision of

FS), here she formulates and implements strategic business decisions of the Bank and positions the

treasury division to be the most innovative and efficient treasury in the market.

r. #yma Belor. #yma Belor. #yma Belor. #yma Belo3333sagiesagiesagiesagie 3333 "on"on"on"on3333%@ecutive irector%@ecutive irector%@ecutive irector%@ecutive irector

r. #yma Belo3sagie, a &hanaian by birth is married to a "igerian and has practiced +a in "igeria for many

years. She is a Senior artner in the "igerian +a firm of *do *doma : Belo3sagie and head of its $orporate

and Investments +a and %nergy : "atural !esources epartments. )er main areas of specialiKations are

investments, corporate advisory, mergers and acHuisitions, oil and gas and telecommunicationsJ la. In over

9< years of practice, r. Belo3sagie has advised both local and foreign organiKations as ell as proect

sponsors and lenders in both the upstream and donstream oil industry on a ide range of issues, in

connection ith proects proposed andDor e@ecuted in the "igerian oil and gas sectors.

r. Belo3sagie graduated from the *niversity of &hana in <G54 and as called to the &hanaian Bar in <G55.

She obtained her #asters of +a degree from )arvard +a School in <G56, after hich she as called to the

"e -ork Bar in <G6= and the "igerian +a School in <G6. She returned to )arvard +a School and attained

her S? doctorate in <G64. She is a founding member of the Telecommunications +ayers Association of

"igeria, and as also one of the founding members of the "igerian %conomic Summit &roup, hich as set

up on <GG1. The &roup as responsible for preparing an %conomic olicy for "igeria 7the /ision 92<2 olicy8.

She as also a member of the Federal &overnment Study &roup that advised on the #onetiKation of the ublic

Sector Fringe Benefits in <GG9.

#r.#r.#r.#r. /inc/inc/inc/incent moikeent moikeent moikeent moike 3333 "on"on"on"on3333%@ecutive irector%@ecutive irector%@ecutive irector%@ecutive irector

#r. moike is an Associate of the $hartered Institute of Bankers of +ondon 7<G558 and a Fello of the

Institute of $hartered Accountants of "igeria 7<GG48. )e started his career in banking in <G55 at the $entral

Bank of "igeria here he started out as a Senior Supervisor and rose through the ranks to the position of

irector, Banking perations in <GG5. As irector of Banking perations, #r. moike had direct responsibility

for three maor divisionsC namely Banking, ublic ebt and ayment Systems.

After tenty si@ 7918 years of Service to the Ape@ Bank, #r. moike retired in "ovember 922= and as

appointed to the Board of FS) in #arch 9225 as an independent irector. rior to this, he as at various

times on the boards of several financial institutions such as "igeria Inter3bank Settlement Systems lc

7$hairman8, "igeria Social Insurance Trust Fund 792228, $ontinental Trust Bank 7922 92248, *BA Trustees

792218 and Societe &enerale Bank 792218. )e as also appointed by the $entral Bank of "igeria in "ovember

9224 as %@ecutive $hairman of the defunct Assurance Bank of "igeria +imited. Apart from being an

independent irector in FS), #r. moike is also involved in a number of other rivate Sector activities

amongst hich is the peration of a *A$ Foods #r. BiggJs Franchise.

#r. an#r. an#r. an#r. an AgborAgborAgborAgbor 3333 "on"on"on"on3333%@ecutive irector%@ecutive irector%@ecutive irector%@ecutive irector

#r. an Agbor is the #anaging artner in the prestigious la firm of *do *doma : Belo3sagie and his area

of specialiKation is la relating to banking and finance.)e attended the *niversity of $alabar here he

obtained a degree in olitical Science in <G6= and #aster in ublic Administration 7#A8 in <G6. )e also

attended the *niversity of Benin here he obtained a Bachelor of +a egree in <G64. #r Agbor attended the

"igerian +a School and as admitted to the "igerian Bar as a Barrister and Solicitor of the Supreme $ourt of

"igeria in <G61. )e has advised on a ide range of matters including "igeriaJs earliest &lobal epository

!eceipt rogramme, its first independent poer proect, the establishment of "igeriaJs first iscount )ouse,

"igeriaJs first %urobond transaction and the structuring of an international debt fund that is listed on the





"igerian Stock %@change. )e has also assisted a poer sector regulator ith the drafting of captive poer

regulations for that sector. )e orked in the $orporate Finance epartment of $itibank 7knon at the time as

"igeria International Bank8.

#r. Agbor as the co3head of the team that advised Stanbic IBT$ Bank on the optimal structure to adopt in

order to comply ith the regulations issued by the $entral Bank of "igeria that have restricted the onership

by banks of non3banking subsidiaries. )e also led the team that advised %cobank Transnational Incorporated

on its acHuisition of ceanic Bank International +imited, and the subseHuent merger beteen ceanic Bank

and %cobank "igeria +imited. #r. Agbor delivers and publishes articles across his practice areas, including

papers on banking, secured credit transactions, the "igerian ebt $onversion rogramme, &lobal epository

!eceipts, Foreign Investment, International ?oint /enture Agreements and &uarantees. )e chairs and serves on

the boards of various companies including FS) Securities +imited, a subsidiary of First Securities iscount

)ouse +imited.

#rs. #uhibat mobolanle Abbas#rs. #uhibat mobolanle Abbas#rs. #uhibat mobolanle Abbas#rs. #uhibat mobolanle Abbas 3333 """"onononon3333%@ecutive%@ecutive%@ecutive%@ecutive irectorirectorirectorirector

#rs. Abbas holds a B.Sc. Business Administration degree of the *niversity of +agos in <G69 and is a fello of

the $hatered Institute of Accountants of "igeria 7<G658. She is currently the #anaging irector of *"I$ $FA

+imited. The $ompany is in charge of the administration of the ension Schemes of *A$ of "igeria lcJs, its

subsidiaries and associated companies.

#rs. Abbas started her career in *A$ in <G66 hen she oined Bordpak remier ackaging, a division of *A$

lc. She as later appointed $ommercial irector, *A$ Foods and by 9222, &roup Treasurer of *A$ lc. #rs.

Abbas as appointed #anaging irector of *"I$ $FA +imited in September 9221, a position she currently

holds. She as appointed to the board of FS) in 9221 here she is also a member of both the $redit and

!emuneration $ommittee of the Board.

#r. avid Sobano#r. avid Sobano#r. avid Sobano#r. avid Sobano 3333 "on"on"on"on3333%@ecutive irector%@ecutive irector%@ecutive irector%@ecutive irector

#r. Sobano holds a B.Sc. degree in Actuarial Sciences and a #.Sc. in Business Administration 7&eneral

#anagement8 from the *niversity of +agos in <G6< and <GG4 respectively. )e also holds a #aster degree in

Business Administration 7#arketing8 from %nugu State *niversity of Science and Technology in <GGG. )e as

an fficer at the ension and Insurance epartment of *nion Bank of "igeria lc and %@ecutive Assistant, S$IB

"igeria : $o. )e rose from the position of #anager to &eneral #anager, &lanvill %thoven +ife and ension

$onsultants. )e as #anaging irector, )ighgate Insurance Brokers +imited, eputy &eneral #anager +ife

perations, AII$ Insurance lc, #anaging irectorD$hief %@ecutive, African Alliance Insurance $ompany

+imited before assuming his present position as #anaging irectorD$hief %@ecutive, AII$ +ife Insurance. )e

holds the membership of the $hartered Insurance Institute of +ondon and #embership of the "igerian

Institute of #anagement.

#r. lufemi Agbae#r. lufemi Agbae#r. lufemi Agbae#r. lufemi Agbae 3333 "on"on"on"on3333%@ecutive irector%@ecutive irector%@ecutive irector%@ecutive irector

)e is a $hartered Accountant ith over =2 years of e@perience in Audit and Banking. )e is a <GG2 Fello of

the $hartered Association of $ertified Accountants, *nited 'ingdom. )e obtained a degree in B.A )istory :

olitical Science from the *niversity of Ife in <G5G.

)e started his orking career as an consultant ith eat #arick $asselton %lliot : $o., +agos in <G5G as an

Audit Trainee and began his career in the Financial Services Industry ith the "igeria American #erchant

Bank in <G61 as an Assistant #anager, $orporate Banking. )e as the #anaging irector of Industrial :

$apital #arkets evelopment and #idas #erchant Bank beteen <GG= to <GG1 and 9229 to 9221





respectively. )e is currently the &roup $hief Financial fficer of a maor FertiliKer $ompany, a position he

assumed in 9225.

#r. Bello &arba#r. Bello &arba#r. Bello &arba#r. Bello &arba 3

333 "on

"on"on"on3

333%@ecutive irector%@ecutive irector%@ecutive irector%@ecutive irector

)e began his career ith the "e "igerian evelopment $ompany +imited 7""$8 'aduna, 7a evelopment

Financial Institution8 as Assistant Financial %@ecutive beteen <G56 and <G5G. rior to oining the 'aduna

"orth branch of *nited Bank for Africa lc 7*BA8 in <G6=, he orked ith the "TA 'aduna Rone Ronal

)eadHuarters from <G62 to <G6=. ue to his outstanding performance at *BA, Bello &arba rose to the

position of Acting #anaging irectorD$hief %@ecutive beteen ?une 9224 September 9224. rior to this

time, he as the %@ecutive irector, (holesale Bank &roup, !etail Bank &roup and )ead "orth Bank beteen

922= to 922, 922 to 9224, and 9224 to 9225respectively. )e as actively involved in all the turnaround

activities in *BA from <GG4 up to the time of his voluntary retirement.

)e started his academic pursuit ith the 'aduna olytechnic in <G54 to <G56 and obtained a iploma

$ertificate in Accounting. )e also obtained a #asters egree in Banking and Finance from the "namdi AKikie

*niversity, Aka in 9229. )e is a rofessional Accountant and $hartered Banker ith over =4 years of orking

e@perience. )e became an Associate member of the Institute of Financial Accountants, *' in <G62 and is

currently a Fello of the Institute. )e is also an alumni of I"S%A, Fountainbleau, aris 7a leading %uropean

Business School8 922 and the prestigious )arvard Business School in Boston, *SA in 9221.

rofile of #anagement and 'ey Staff rofile of #anagement and 'ey Staff rofile of #anagement and 'ey Staff rofile of #anagement and 'ey Staff

#r.#r.#r.#r. Bamidele oBamidele oBamidele oBamidele o $$$$hief Financial fficerhief Financial fficerhief Financial fficerhief Financial fficer

Bamidele o is the $hief Financial fficer of FS) #erchant Bank +imited. rior to oining FS) in #ay 9225,

#r. Bamidele o as an Assistant Bank %@aminer ith the Banking Supervision epartment of the $entral

Bank of "igeria 7$B"8 from 922= to 9225. In this role, he as responsible as part of the team of e@aminerscharged ith the responsibility of supervising various commercial banks under the teamJs purvie in order to

ensure the soundness and smoothness of the financial system. )e also orked in "ational Bank of "igeria

7no part of (ema Bank lc8 from 9222 to 922= ith responsibilities covering the areas of $orporate Banking,

+oans Administration, Financial and !egulatory !eportingC erformance #anagement and !eporting and Fi@ed

Assets Administration.

#r. Bamidele o holds a )igher "ational iploma Hualification in Accountancy from the Federal olytechnic,

Ilaro 7<GG68 and also a Bachelor of Science degree in Applied Accounting from @ford Brookes *niversity,

*nited 'ingdom 7922=8. )e is an Alumnus of %dinburgh Business School of )eriot3(att *niversity, %dinburgh,

*' here he graduated ith an #BA in Strategic lanning in 9225. )e is a graduate of the Senior #anagement

rogram 7S#8 of the +agos Business School 7+BS8 of the an African *niversity, +agos, "igeria. Bamidele o is

a Fello of Association of $ertified $hartered Accountants 7A$$A8 *' and an Associate of Institute of

$hartered Accountants of "igeria 7I$A"8.

#r. !obert Aiamah#r. !obert Aiamah#r. !obert Aiamah#r. !obert Aiamah $hief !isk : $ompliance fficer$hief !isk : $ompliance fficer$hief !isk : $ompliance fficer$hief !isk : $ompliance fficer

#r. Aiamah is the $hief !isk and $ompliance fficer. In this capacity he is responsible for ensuring FS)Js

business groth plans are supported by an efficient risk management function that helps Board and

#anagement improve the control and coordination of risk taking across the group. )e is also accountable for

establishing, implementing and maintaining sound compliance risk management practices in all aspects of the

business and ensuring that business is conducted in accordance ith applicable statutory, regulatory and

supervisory reHuirements.





)e has over to decades of banking e@perience in $redit, Treasury, #arketing, ublic Sector and !isk

#anagement. )e as the pioneer #anager of our Abua !egional ffice and the )ead of ublic Sector. #r.

Aiamah as responsible for introducing the uniHue discount house bouHuet of service offerings to both )igh

"et (orth individuals and government agencies in the Federal $apital and its environs. )e is a graduate of the

*niversity of Ife 7no bafemi Aoloo *niversity 3 <G648, *niversity of +agos and thman anfodio

*niversity, Sokoto 7Bsc. olitical Science <G698. rior to oining FS) in ?anuary <GG6, he had orked ith

several financial institutions including *nited Bank for Africa 7*BA <G613 <G658 and %cobank in Senior

Treasury #anagement positions 7<G6G <GG<8. #r. Aiamah holds a #asters degree in International !elations

and an #BA. )e is also an alumnus of I"S%A, Fontainebleau France 792268, and the +agos Business School

7922<8 here he is the class resident for S# <4.

!ichard $. suagu!ichard $. suagu!ichard $. suagu!ichard $. suagu )ea)ea)ea)ead, Internal Auditd, Internal Auditd, Internal Auditd, Internal Audit

#r. suagu heads the Internal Audit epartment of FS). )e is a $hartered Accountant and a graduate of

I%S% 7Spain8 %@ecutive #BA programme of the +agos Business School 7<GG68. )e oined FS) in <GG and has

orked in both perations and Financial $ontrol epartments of the company. )e as the Financial $ontroller

prior to his appointment to head the Internal Audit epartment. Before oining FS) he orked as a Senior

Accountant at S$A "igeria lc 7%Huip ivision 7<GG23<GG=8.

####s.s.s.s. StellaStellaStellaStella3333#arie mogbai#arie mogbai#arie mogbai#arie mogbai )ead,)ead,)ead,)ead, $orporate and Investment Banking &roup$orporate and Investment Banking &roup$orporate and Investment Banking &roup$orporate and Investment Banking &roup

#s. mogbai heads the $orporate and Investment Banking &roup of FS). #s. mogbai has over 9< years

banking e@perience. rior to this, she as the )ead %nergy &roup and deputiKed for the )ead, $orporate Bank

at 'eystone Bank +imited 7previously Bank )B8 79225 92<98. She had oversight functions over key corporate

relationships in %nergy, oer, Aviation and Transportation sectors. She has also orked in several financial

institutions including #agnum Trust Bank +imited 7no Sterling Bank8 7<GG93<GG18, Access Bank lc 7<GG63

92228, +ead #erchant Bank +imited 79222392218, *nited Bank of Africa lc 792218, %cobank lc 79221392258,

Bank )B lc 7no 'eystone Bank +imited 79225392<98 ith the latter 4 in Senior #anagement positions.

She is a graduate of the *niversity of Benin 7<G6G8 here she obtained a BachelorJs egree in +a, the

"igerian +a School 7<GG28 and a #asters in Business Administration from the *niversity of (ales 7)olborn

$ollege8, *nited 'ingdom 792248.

#s.#s.#s.#s. lufola (iltshirelufola (iltshirelufola (iltshirelufola (iltshire )ead, )uman !esources)ead, )uman !esources)ead, )uman !esources)ead, )uman !esources : Administration: Administration: Administration: Administration

#s. (iltshire heads the )uman !esources and Administration epartment. She is an alumnus of the 'ings

$ollege, *niversity of +ondon 7<G658 as ell as the +agos Business School 79228C having attended the Senior

#anagement rogramme 7S#8. rior to oining FS), She as ith the "igerian American #erchant Bank

"A#B+ 7<GG23G8. She has a career background in $redit Analysis and #arketing, $redit Administration and

!isk #anagement.

#r.#r.#r.#r. &ibson *. #ba&ibson *. #ba&ibson *. #ba&ibson *. #ba 3333 )ead, Information Technology)ead, Information Technology)ead, Information Technology)ead, Information Technology

#r. #ba heads the Information Technology function of FS). )e obtained his B. Sc. in $omputer Science from

the *niversity of "igeria, "sukka 7<G658, his #BA from %nugu State *niversity of Science and Technology

7<GG68 and completed his #. Sc in Information Technology 7Information Security $oncentration8 from the

*niversity of +iverpool, %ngland in 92<<. )e also attended the Senior #anagement rogramme 7S#8 of the

+agos Business School 792248. rior to oining FS) in <GG= as its pioneer )ead of I.T., &ibson orked briefly

in the Information Technology *nit of iamond Bank 7<GG93<GG=8. )e oined iamond Bank from

International $omputers +td 7I$+8, here he orked for more than three years as senior technical support

personnel 7<GG23<GG98. ver a period of 92 years that &ibson has orked for FS), he has supervised the





successful implementation of many cutting3edge technology proects including to core banking applications

and an %!.

#r.#r.#r.#r. Babatunde A. bidare

Babatunde A. bidareBabatunde A. bidareBabatunde A. bidare

)ead, perations

)ead, perations)ead, perations)ead, perations

#r. bidiare heads the perations department. )e is an alumnus of the *niversity of Benin 7<G6G8, a

$hartered Accountant and $ertified ocumentary $redit Specialist. rior to oining FS), Tunde had e@tensive

e@perience in banking operations, process improvements and Internal $ontrols ith $itibank "igeria, Stanbic

IBT$ Bank and Standard Bank of South Africa.




!!!!IS'IS'IS'IS'SSSS AAAA"""" ####ITI&ATI"&ITI&ATI"&ITI&ATI"&ITI&ATI"& FFFFA$T!SA$T!SA$T!SA$T!S

The folloing section does not describe all the risks of an investment in the Bonds. Before making any investment decision,

prospective investors should carefully read this Shelf rospectus in its entirety, including the risk factors set out belo.

Independent !evie and AdviceE Independent !evie and AdviceE Independent !evie and AdviceE Independent !evie and AdviceE

%ach prospective investor in the Bonds must determine, based on its on independent revie and such

professional advice as it deems appropriate under the circumstances, that its acHuisition of the Bonds is fully

consistent ith its financial needs, obectives and condition, complies and is fully consistent ith all

investment policies, guidelines and restrictions applicable to it and is a fit, proper and suitable

investment for it, notithstanding the clear and substantial risks inherent in investing in or holding the

Bond. A prospective investor may not rely on the Issuer7s8 or any of their respective affiliates in connection

ith its determination as to the legality of its acHuisition of the Bond or as to the other matters referred to

above.

+egality of urchaseE +egality of urchaseE +egality of urchaseE +egality of urchaseE

"either the Issuer, the Book !unners nor any of their respective affiliates has or assumes responsibility for thelafulness of the acHuisition of the Bonds by a prospective investor of the Bonds, hether under the las of

the urisdiction of its incorporation or the urisdiction in hich it operates 7if different8, or for compliance by

that prospective investor ith any la, regulation or regulatory policy applicable to it.

&eneral !isk&eneral !isk&eneral !isk&eneral !isks !elating to the Bonds !elating to the Bonds !elating to the Bonds !elating to the Bond

#odification, aivers and substitutionE#odification, aivers and substitutionE#odification, aivers and substitutionE#odification, aivers and substitutionE

The conditions of the Bonds contain provisions for calling &eneral #eetings of Bondholders to consider

matters affecting their interests generally. These provisions permit defined maorities to bind all bondholders

including Bondholders ho did not attend and vote at the relevant &eneral #eeting and Bondholders ho

voted in a manner contrary to the maority.

$redit ratings may not reflect all risksE$redit ratings may not reflect all risksE$redit ratings may not reflect all risksE$redit ratings may not reflect all risksE

The Bonds ill be assigned a rating by Agusto : $o. +imited, and or any independent rating agencies may

decide to rate the Bonds. The ratings may not reflect the potential impact of all risks related to structure,

market, additional factors discussed above, and other factors that may affect the value of the Bonds. A credit

rating is not a recommendation to buy, sell or hold securities and may be revised or ithdran by the rating

agency at any time.

There is no established trading market for the SecuritiesEThere is no established trading market for the SecuritiesEThere is no established trading market for the SecuritiesEThere is no established trading market for the SecuritiesE

There may not be an active trading market for the Securities hen issued and if such a market does develop,

it may not be very liHuid. Therefore, Investors may not be able to sell their Securities easily or at prices thatill provide them ith a yield comparable to similar investments that have a developed secondary

market. )oever an over the counter market e@ists for state government and corporate bonds, and the

continuous development and deepening of the Bonds market ill help ensure that the Bonds have liHuidity.



!!!!IS'IS'IS'IS'SSSS A"A"A"A" ####ITI&ATI"&ITI&ATI"&ITI&ATI"&ITI&ATI"& FFFFA$T!SA$T!SA$T!SA$T!S


!isks !elati!isks !elati!isks !elati!isks !elating to "igeriang to "igeriang to "igeriang to "igeria

olitical and regional instability in the "iger elta regionEolitical and regional instability in the "iger elta regionEolitical and regional instability in the "iger elta regionEolitical and regional instability in the "iger elta regionE

il e@ports constitutes the maor source of government revenue to "igeria and "igeriaJs maor oil producing

area is the "iger elta region. *p until recently, there have been various political disturbances and

intermittent security incidents in the "iger elta region hich substantially affected the countryJs oil

production. This disruption if it resurges, could adversely affect oil production and economic activity in the

main oil producing region of "igeria. Although, the political and regional instability in the "iger elta region

has had a material adverse effect on investment and confidence in, and the performance of, the "igerian

economy, the Federal &overnment has embarked on a number of initiatives to address the instability and

unrest in the region. art of these initiatives include granting unconditional amnesty to former militants ho

surrendered their armory.

The orsening security situation in northern "igeria carries substantial political and policy risks to the "ation.

The Boko )aram crisis reinforces policy stasis, eakens resident ?onathanJs political standing 7and capital8

and accelerates e@pectations of broader donside risks materialising. olicy3ise, the security crisis and

ongoing poer struggle beteen resident ?onathan and governors reinforces scepticism about fuel subsidy

cuts this year or the smooth operation of a robust Sovereign (ealth Fund 7S(F8 that can safeguard oil revenue

heading into the 92<D<4 election cycle. The political and security dynamics further complicate passage of

the etroleum Industry Bill 7IB8 this year, hich looks increasingly unlikely despite enormous opportunity

costs for industry, oil3fuelled groth and government revenues.

!isk!isk!isk!isks related to the economic stability of "igeriaEs related to the economic stability of "igeriaEs related to the economic stability of "igeriaEs related to the economic stability of "igeriaE

The "igerian economy sloed don from 1.GGU groth in V 92<9 to 1.1U in V< 92<=. The oil sector

continues to drive the economy, ith average groth of about 6.2U, compared to 32.=4U for the non3oil

sector. Agriculture and the oil and gas sectors continue to dominate economic activities in "igeria. The fiscalconsolidation stance of the government has helped to contain the fiscal deficit belo =.2U of gross domestic

product 7&8. This, coupled ith the tighter monetary policy stance of the $entral Bank of "igeria 7$B"8,

helped to keep inflation at around G.2U in 92<=. The outlook for groth remains positive. Short and mid term

donside risks include security challenges arising from religious conflict in some states, costs associated ith

flooding, sloer global economic groth 7particularly in the *nited States and $hina8 and the sovereign debt

crisis in the euro area.

The economic groth has not translated into ob creation or poverty alleviation. *nemployment increased

from <G.5U in 92<< to 9=.GU in 92<9 because the sectors driving the economic groth are not high ob3

creating sectors 7the oil and gas sector, for e@ample, is a capital intensive “enclave0 ith very little

employment generating potential8. The maor policy issue is employment generation, particularly among theyouth, and inclusive groth.

The economic groth as not accompanied by a structural change of the "igerian economy. The economy

lacks diversification and agricultural production lacks modernisation. To address this, the government is

encouraging the diversification of the "igerian economy aay from the oil and gas sector. It is addressing the

infrastructure deficit in the country and the development of the agricultural sector through modernisation and

the establishment of staple3crop processing Kones, ith the value chain model to provide linkages to the

manufacturing sector.





&lobal prices of oil have a significant impact on the "igerian economyE&lobal prices of oil have a significant impact on the "igerian economyE&lobal prices of oil have a significant impact on the "igerian economyE&lobal prices of oil have a significant impact on the "igerian economyE

The "igerian economy is almost solely dependent on its oil sector hich accounts for G4U of the countryJs

total e@port earnings. Any changes in oil production or global price of oil ill have ide reaching impact on all

other sectors of the "igerian economy. The present administration remains committed to economic reforms

aimed at diversifying "igeriaJs economy and increasing macroeconomic stability hilst promoting a private

sector market3driven economy. In addition, the governmentJs annual budget is pegged at a rate loer than

the average trading price of crude oil. This reduces the countryJs e@posure to the volatility in oil price.

%merging markets such as "igeria are subect to greater risks than more developed markets, and financial%merging markets such as "igeria are subect to greater risks than more developed markets, and financial%merging markets such as "igeria are subect to greater risks than more developed markets, and financial%merging markets such as "igeria are subect to greater risks than more developed markets, and financial

turmoil in any emerging market could cause the price of the Seturmoil in any emerging market could cause the price of the Seturmoil in any emerging market could cause the price of the Seturmoil in any emerging market could cause the price of the Securities to decreaseEcurities to decreaseEcurities to decreaseEcurities to decreaseE

&enerally, investment in emerging markets is only suitable for sophisticated investors ho fully appreciate the

significance of the risks involved in, and are familiar ith investing in emerging markets. Investors should also

note that emerging markets such as "igeria are subect to rapid change and that the information set forth in

this rospectus may become outdated relatively Huickly. #oreover, financial turmoil in any emerging market

country tends to adversely affect prices in eHuity markets of all emerging market countries as investors move

their money to more stable, developed markets. As has happened in the past, financial problems or an

increase in the perceived risks associated ith investing in emerging economies could dampen

foreign investment in "igeria and adversely affect the "igerian economy. In addition, during such times,

companies that operate in emerging markets can face severe liHuidity constraints as foreign funding

sources are ithdran. Thus, even if the "igerian economy remains relatively stable, financial turmoil in any

emerging market country could adversely affect the IssuerJs business, as ell as result in a decrease in the

price of the Securities.

!isks !elating to the Issuer!isks !elating to the Issuer!isks !elating to the Issuer!isks !elating to the Issuer

TheTheTheThe Issuer is a special purpose entity ith no operations orIssuer is a special purpose entity ith no operations orIssuer is a special purpose entity ith no operations orIssuer is a special purpose entity ith no operations or significant assetsEsignificant assetsEsignificant assetsEsignificant assetsE

The Issuer is a restricted purpose entity incorporated as a public limited liability company and domiciled in

"igeria. The Issuer has no operations, staff and no significant assets other than the bonds. The Issuer is a

funding special purpose vehicle of FS) #erchant Bank +imited ith no business operations 7or subsidiaries8

of its on, other than borroing, advancing funds to, and receiving funds from FS) #erchant Bank +imited.

$hange in +a$hange in +a$hange in +a$hange in +a

The Terms and $onditions of the S/ are based on "igerian la in effect as at the date of this Shelf

rospectus. "o assurance can be given as to the impact of any possible udicial decision or change in "igerian

la or the official application or interpretation of "igerian la after the date of this Shelf rospectus.

!epayment !isk!epayment !isk!epayment !isk!epayment !isk

There is likelihood that the Issuer may not be able to repay outstanding rincipal and Interest on the bond on

a payment date.

!isks a!isks a!isks a!isks and #itigating Factorsnd #itigating Factorsnd #itigating Factorsnd #itigating Factors of theof theof theof the SponsorSponsorSponsorSponsor

The folloing is a description of the risk factors hich are material in respect of the financial situation of

FS). The seHuence in hich they are listed is not an indication of their likelihood of occurrence or the e@tent

of their commercial conseHuences. The folloing statements are complete but not e@haustive, thus

prospective investors must consider all of the information provided in this prospectus.





perational !iskperational !iskperational !iskperational !isk

This is the risk of loss resulting from inadeHuate or failed internal processes, people and systems, or from

e@ternal events. %@amples of these risks and their associated losses includeE rogue trading, fraudDforgery,

settlement failures, inappropriate sales practices, poor accounting processes, lapses in financial control,

and legal settlements involving significant payments for losses alleged to have been caused by the financial

institution.

#itigating FactorsE#itigating FactorsE#itigating FactorsE#itigating FactorsE

The key principles of operational risk management at the FS) #erchant Bank +imited 7FS)8 are

as follosE

i. The e@istence of standards for defining, evaluating, measuring, monitoring and reporting

operational risks through an integrated operational risk management frameorkC

ii. ecentralised onership of operational risks into the business unitsC

iii. $entralised operational risk coordination functionC and

iv. %nsuring the responsibility of the business units include prompt accurate and complete

reporting of operational riskDloss through the operational risk reporting system.

v. FS)Js success depends on its highly skilled, ell trained and motivated orkforce in addition to its

overall groth strategy hich includes the adoption of the merchant banking business model. FS)

aims to continue to attract and retain the best talents in the industry and operates an effective

employee succession plan. "otithstanding, ith competition, the likelihood of loosing key personnel

cannot be ruled out.

$redit$redit$redit$redit !isk!isk!isk!isk

As a financial institution that engages in creation of risk assets, trading in government and financial securities

such as treasury bills, bond, commercial papers, bankersW acceptances and promissory notes, FS)

#erchant Bank is e@posed to credit risk, through the lending and trading activities.

FS) #erchant Bank may incur a loss if a borroer, trading counterparty 7such as a bank, corporate or

sovereign8 or an issuer of securities or other instruments that the &roup holds if it fails to perform under its

contractual obligations or upon a deterioration in the credit Huality of third parties hose securities or other

instruments FS) holds. The credit risk may be either a default or dongrade risk.

#itigating Factor#itigating Factor#itigating Factor#itigating Factorssss

i.i.i.i. FS) #erchant Bank adheres to the process for conducting rigorous screening, detailed credit risk

analysis, risk rating and approval. FS) analyses every credit reHuest in order to determine the credit

orthiness of the customer and the ability of the customer to fulfil the loan obligations. The !isk

#anagement epartment conducts the assessment of the credit3orthiness of the customerE

ii.ii.ii.ii.

All credit reHuests are rated using FS)Ws risk rating model. $redit risk rating is a grade assigned to

a loan or a group of loans reflecting its Huality. It is categorised into customer risk rating and facility

risk rating.

iii.iii.iii.iii. To minimise the risk of credit loss to FS) in the event of a decline in Huality or

delinHuency, FS) ensures that all credit e@posures have appropriate collateral. Security documents

are revieed to ensure the continuous enforceability of contracts, collateral and guarantees.

iv.iv.iv.iv.

FS) regularly conducts stress analysis of its credit portfolio to reveal previously undetected

areas of potential credit risk e@posure that could arise in times of crisis. Stress testing shall be in to

categoriesE scenario testing and sensitivity to stress testing.





v.v.v.v.

FS) risk management frameork ensures that concentration risk is reduced to its barest minimum.

This is achieved by setting limits to sectoral or industry e@posure in its loan books.

+iHuidity !isk+iHuidity !isk+iHuidity !isk+iHuidity !isk

This is the risk that FS) ould be unable to meet its obligations as they become due. This may arise here

the cushion provided by liHuid assets is not sufficient to meet outstanding obligations. It may be triggered

by conseHuences of other financial risks like credit risk and market risk such as interest rate risk, foreign

e@change risk and security price risk.

#itigating Factors#itigating Factors#itigating Factors#itigating Factors

The BankJs strategies for the management of liHuidity risk are as follosE

i. #aintaining a ell3defined asset and liability mi@ 3 This shos the proportion of each asset and

liability component that the institution shall hold at all timesC

ii. An unrestricted access to financial markets to raise funds 3 #anagement ensures that FS) has

sufficient and unhindered access to funding from a range of sources in the financial market.

iii. iversification and maintenance of a ell3diversified and stable funding base 3 This reHuires

a clear definition of the ma@imum levels of funding concentrations in terms of volume and sector.

Specifically, limits are set for each source of funds in order to avoid undue reliance on large

individual depositors.

iv. #aintenance of a sufficient stock of liHuid assets ithout impinging profitability I strike an

adeHuate balance beteen liHuidity and profitability by ensuring that adeHuate liHuid assets are

maintained. (e ensure that it meets $B"Ws minimum liHuidity ratio at all times.

v. +imits on maturity mismatches. The &roup shall specify the limits to maturity mismatches in its

books.

vi. %stablishment of market triggers 3 #arket triggers are internal or e@ternal market or

economic factors that may indicate a change in liHuidity or ability to raise funds from the market.

FS)Js Asset and +iability #anagement $ommittee 7A+$8 approves the market triggers as part of the

bankJs funding and liHuidity plan.

vii. %stablishment of strong and long lasting relationships ith fund oners depositors and other

liability holders.

viii. $ommunication of the liHuidity risk obectives and control limits to all relevant staff

members.

i@. $onducting regular eekly A+$ #eetings.

#a#a#a#arketrketrketrket !isk!isk!isk!isk

FS) actively trades in money market instruments such as treasury bills, bonds, commercial papers and

bankers acceptances. The &roup holds all forms of securities for both trading and banking purposes. The

trading book represents instruments that are actively traded by the group and therefore subect to

volatilities in market factors. The banking book represents instruments that are held primarily till maturity

and therefore create risk for the &roup as a result of a mismatch beteen maturing assets and liabilities.

#itigating Factors#itigating Factors#itigating Factors#itigating Factors

In order to minimiKe possible losses in capital and earnings arising from volatilities in market factors, FS)

ensures that a sound frameork is in place for managing market risk.

IntereIntereIntereInteresssst !ate !it !ate !it !ate !it !ate !isssskkkk #itigation and#itigation and#itigation and#itigation and ccccontrolontrolontrolontrol

i. FS) seeks to protect its "et Interest #argin from fluctuations in interest rates by

establishing limits for interest rate risk. The bank uses the interest rate risk limits for setting




%%%%;T!A$T F T)%;T!A$T F T)%;T!A$T F T)%;T!A$T F T)% !&!A##%!&!A##%!&!A##%!&!A##% TTTT!*ST!*ST!*ST!*ST %%%%%%%%

9.29.29.29.2 AI"T#%"T F T!*ST%% A" %$+A!ATI" F T!*STAI"T#%"T F T!*ST%% A" %$+A!ATI" F T!*STAI"T#%"T F T!*ST%% A" %$+A!ATI" F T!*STAI"T#%"T F T!*ST%% A" %$+A!ATI" F T!*ST

9.< The Trustee is hereby appointed as the representative of the Bondholders in accordance ith the

provisions of this eed and ill hold the benefit of the covenants herein for the Bondholders and

itself in accordance ith this eed.

9.9 Any sums received by the Trustee hether as principal or interest or otherise from the Issuer shall

be received by the Trustee on trust to apply same toards indemnities, costs and charges in

accordance ith this eed and thereafter apply the remainder in accordance ith the rights of each

Bondholder as set out in this eed and the relevant Series Trust eed.

9.= The trust created herein shall be a continuing obligation and shall be of full force and effect until

terminated in accordance ith the provisions of this eed, the provisions of hich shall be binding on

the Issuer, the Trustee and the Bondholders and all persons claiming through them respectively as ifsuch Bondholders and persons are parties to this eed.

=.2=.2=.2=.2 A$$%TA"$% F T!*STA$$%TA"$% F T!*STA$$%TA"$% F T!*STA$$%TA"$% F T!*ST

=.< By e@ecution hereof, the Trustee has accepted and agreed to be bound by the poers, duties and

obligations of the Trustee specifically set forth herein or under the ISA, the Trustees Act and $A#A.

=.9 The Trustee shall have no duty, responsibility or obligation for the issuance of the Bonds or for the

validity or e@actness thereof, or of any document relating to such issuance.

=.= The Trustee shall have no duty, responsibility or obligation for the payment of Bonds e@cept inaccordance ith the terms and provisions hereof or any agreement to hich they are party.

=. rior to an %vent of efault and after the curing or aiving of all %vents of efault hich may have

occurred, the Trustee shall not be liable e@cept for the performance of such duties as specifically set

don herein.

=.4 The Trustee shall have no liability for any act or omission to act hereunder, or under any other

instrument or document e@ecuted pursuant hereto e@cept for the TrusteeJs gross negligence andDor

illful misconduct.

=.1 The duties and obligations of the Trustee shall be determined solely by the e@press provisions hereof,and no implied poers, duties or obligations of the Trustee, save as mandated by the ISA, and the

Trustees Act, shall be construed into this eed.

=.5 *pon the occurrence of an %vent of efault, the Trustee shall subect to the provisions of this eed,

e@ercise such rights and utilise such poers vested in the Trustee under this eed and the ISA and

shall use the reHuired degree of care and skill in the e@ercise of its duties.

=.6 The Trustee shall not be reHuired to e@pend or risk its on funds or otherise incur any liability in

the performance of its duties or in the e@ercise of its rights or poers as Trustee, e@cept such liability

as may result from the TrusteeJs gross negligence, general breach of trust and illful misconduct.



%%%%;T!A$T F;T!A$T F;T!A$T F;T!A$T F !&!A##%!&!A##%!&!A##%!&!A##% TTTT!*ST!*ST!*ST!*ST %%%%%%%%


.=.= %very payment of principal, $oupon or premium 7if any8, of and on the Bond shall be made free of all

costs, commissions, charges, fees, or other payments or deductions, other than any ta@ on income

hich the Issuer may by prevailing "igerian la be reHuired to deduct.

.=. It shall faithfully perform at all times, any and all covenants, undertakings, stipulations, and

provisions on its part to be performed as provided in this eed and in the relevant Series Trust eed

for every issue of Bonds or Series e@ecuted and delivered hereunder and in all proceedings of the

Issuer pertaining thereto.

.=.4 It shall pay the Trustee such fees as may be agreed beteen the arties, and reimburse the Trustee

for all agreed reasonable and proper out of pocket costs and e@penses as it may incur in connection

ith the performance of its duties under this eed including the agreed costs for convening and

holding meetings of Bondholders.

.=.1 It shall advise the Trustee upon the occurrence of an event hich it is aare constitutes a Force

#aeure %vent, the steps being taken and proposed to be taken in relation to such event and the date

on hich the Force #aeure %vent impedes the IssuerJs ability to discharge its obligations under this

eed or in relation to the Bonds.

.=.5 So long as any of the Bonds remains outstanding, the Issuer shallE

a8 at all times carry on and conduct its affairs in a proper and diligent mannerC

b8 ensure that the rating of the Bonds is reneed annually by a rating agency duly registered ith

the S%$C

c8 give or procure to the Trustee such opinions, certificates and information as they shall reHuire

and in such form as they shall reasonably reHuire for the purpose of the discharge or e@ercise of

the duties, trusts, poers, authorities and discretions vested in them under this eed by

operation of laC

d8 keep all books of account and allo the Trustee and any person appointed by the Trustee to

hom the Issuer shall have no reasonable obection, free access to such books of account at all

reasonable times during normal business hoursC

e8 send to the Trustee 7in addition to any copies to hich the Trustee may be entitled as holders of

any securities of the Issuer8 to copies of every report, circular and notice of general meeting and

every other document issued or sent to its shareholders ithin <2 7ten8 Business ays after the

issue or publication thereofC

f8 forthith give notice in riting to the Trustee of the coming into e@istence of any security interest

hich ould reHuire any security to be given to the Bonds pursuant to the applicable Series Trust

eed or of the occurrence of any %vent of efault or any otential %vent of efaultC

g8 send to the Trustee true copies of every financial report 7including its annual accounts, semi3

annual accounts and Huarter accounts8 sent to the "igerian Stock %@change and the S%$ not later





than one hundred and eighty 7<628 days after the end of each financial year and thirty 7=28 days

after the end of each half year and financial Huarter respectivelyC

h8 at all times ensure that the !egistrar maintains a !egister in accordance ith the $onditionsC

i8 use its best endeavours to maintain the Huotation or listing on the relevant Stock %@change of

those of the Bonds hich are Huoted or listed or, if it is unable to do so having used such

endeavours, use its best endeavor to obtain and maintain a Huotation or listing of such Bonds on

such other stock e@change or e@changes or securities markets or markets as the Issuer may

decide and also upon obtaining a Huotation or listing of such Bonds issued by it on such other

stock e@change or e@changes or securities market or markets enter into a trust deed

supplemental to this eed as the Trustee may reHuire or as shall be reHuisite to comply ith the

reHuirements of any stock e@change or securities marketC

8 give notice to the Bondholders, the Trustee and the S%$ of the appointment, resignation or

removal of the !egistrar 7other than the appointment of the initial !egistrar8 at least thirty 7=28

days prior to such event taking effectC provided alays that so long as any of the Bonds remain

outstanding in the case of the termination of the appointment of the !egistrar no such

termination shall take effect until a ne !egistrar has been appointed by the Issuer on terms

previously approved in riting by the TrusteeC

k8 send to the Trustee not less than ten 7<28 days or such other shorter notice period as may be

agreed by the Trustee and the Issuer prior to hich any such notice is to be given, the form of

every notice to be given to the Bondholders and obtain the prior ritten approval of the Trustee

and to promptly give the Trustee to 798 copies of the final form of every notice to be given to

BondholdersC

l8 in order to enable the Trustee ascertain the nominal amount of the Bonds of each Series for the

time being outstanding, deliver ithin ten 7<28 Business ays upon being so reHuested in riting

by the Trustee, a certificate in riting signed by to 798 irectors setting out the total number

and aggregate nominal amount of the Bonds of each Series or tranche issuedE

i. up to and including the date of such certificate have been purchased by the Issuer, any

Subsidiary of the Issuer, any holding company of the Issuer or any other Subsidiary of such

holding companyC

ii. are at the date of such certificate held by, for the benefit of, or on behalf of the Issuer, any

Subsidiary of the Issuer, any holding company of the Issuer or any Subsidiary of such holding

company.

m8 give prior notice to the Trustee of any proposed redemption and, if it has given notice to the

Bondholders of its intention to redeem any Bonds, duly proceed to redeem the Bonds accordinglyC

n8 prior to making any modification or amendment or supplement to this eed, procure the delivery

of legal opinion7s8 as to the applicable provisions of the relevant "igerian la, addressed to the

Trustee, dated the date of such modification or amendment or supplement, as the case may be,

in a form acceptable to the Trustee from legal advisers acceptable to the Trustee.





. The Issuer ill ensure the fulfillment of its obligations toards the $oupon payment and principal

repayment to the Bondholders and every payment to the Bondholders shall in respect of the rincipal

Amount, $oupon or premium 7if any8, on the Bond operate in satisfaction pro tanto of the covenants

of the Issuer contained in this clause as they relate to the Bond.

1.1.1.1.2222 T%!#S F T)% B"ST%!#S F T)% B"ST%!#S F T)% B"ST%!#S F T)% B"S

1.<.1.<.1.<.1.<.

IssuanceIssuanceIssuanceIssuance

1.<.< The Issuer may issue the Bonds in accordance ith the ffer ocuments and to the e@tent provided

by the #emorandum and Articles of Association of the Issuer and the resolutions of the Shareholders

and the irectors of the Issuer.

1.9.1.9.1.9.1.9. TermsTermsTermsTerms

1.9.< Amount of BondEAmount of BondEAmount of BondEAmount of BondE The aggregate principal amount of the Bond issued pursuant hereto is limited to "

<22,222,222,222 7ne )undred Billion "aira only8 7comprising of <22,222,222 7ne )undred #illion8

registered Bonds at a par value of "<,222 7ne Thousand "aira8 each.

1.9.9 Type of BondEType of BondEType of BondEType of BondE The Bonds may be non3convertible, secured, unsecured, redeemable, non3redeemable,

coupon bearing, Kero coupon bonds, fi@ed rate, floating rate, or such other bonds as may be set out

in the applicable Series Trust eed.

1.9.= Status of BondsEStatus of BondsEStatus of BondsEStatus of BondsE The Bonds are the irrevocable obligation of the Issuer. The Bonds shall constitute

direct, unconditional obligations of the Issuer and shall at all times rank pari passu 7subect to any

modifications in any Series Trust eed8 and ithout any preference among themselves. The payment

obligations of the Issuer in respect of principal and interest thereon shall save for such obligations as

may be preferred by applicable legislation relating to creditorJs rights, at all times rank at least

eHually ith all other unsecured indebtedness and monetary obligations of the Issuer, present and

future. The Bonds shall bear the terms specified in this eed and other ffer ocuments.

1.9.4 $oupon ayment$oupon ayment$oupon ayment$oupon ayment

$oupon on the Bond shall be payable on each $oupon ayment ate each year during the Tenor of

the Bond hich date shall be as specified in the Terms and $onditions of the rogramme and in the

relevant Series Trust eed andDor ricing Supplement.

1.= !edemption!edemption!edemption!edemption

The rincipal Amount and $oupon 7accrued up to but unpaid as of the #aturity ate, if any8 shall be

paid as set out in the Terms and $onditions of the rogramme and in the relevant Series Trust eed

andDor ricing Supplement. The rincipal Amount folloing redemption ill be credited to the

account designated by the Bondholder by the !egistrar acting on behalf of the Issuer and the

Trustees.

1. *tilisation of Bond roceeds*tilisation of Bond roceeds*tilisation of Bond roceeds*tilisation of Bond roceeds

1..< The Issuer shall apply the net proceeds of the Bond in furtherance of the purposes set out in the ffer

ocuments.





1..9 The Trustee shall not be bound to enHuire as to the application by the Issuer of the proceeds of the

Issue nor shall the Trustee be responsible for such application or for the conseHuence of such

application.

1.4 Form of the BoForm of the BoForm of the BoForm of the Bondndndnd

1.4.< The Bond shall be issued in uncertificated dematerialisedDbook entry form at the $S$S, and shall be

credited to BondholdersJ accounts on the $S$S. There shall be no paper certificates.

1.11.11.11.1 $urrency, #edium and lace of ayment$urrency, #edium and lace of ayment$urrency, #edium and lace of ayment$urrency, #edium and lace of ayment

7a8 The rincipal Amount, premium 7if any8, and $oupon on the Bond shall be payable in the official

currency of the Federal republic of "igeria.

7b8 ayment of the rincipal Amount, premium and $oupon shall be made by the Trustee in the

manner specified herein.

7c8 Any payment made pursuant to 7a8 and 7b8 above shall be deemed valid and shall satisfy and

discharge the Issuer of any obligation to make payment on such Bond to the e@tent of the amount

paid.

1.51.51.51.5 ersons eemed nersersons eemed nersersons eemed nersersons eemed ners

%@cept as may subseHuently be agreed beteen the arties in a Series Trust eed, the Bondholder 7or

his legal representative8 shall be deemed and regarded as the absolute oner of the Bonds registered

in his name on the !egister and, credited into his $S$S account for all purposes including but not

limited to the payment of principal, premium 7if any8, and $oupon 7if any8.

1.61.61.61.6 Transfer of BondsTransfer of BondsTransfer of BondsTransfer of Bonds

7a8 The Bonds shall be transferable in accordance ith the rules governing transfer of title in

securities held by $S$S.

7b8 The Issuer shall cause the !egister ith respect to each Series of the Bond, to be maintained

at the offices of the !egistrar and the !egistrar shall provide for the registration of any Bonds

or its transfer as shon on the records of $S$S

5.25.25.25.2 F*!T)%! B" ISS*%SF*!T)%! B" ISS*%SF*!T)%! B" ISS*%SF*!T)%! B" ISS*%S

5.< The Issuer shall be at liberty from time to time ithout the consent of the Bondholders to issue Bonds

either 7i8 ranking pari passu in all respects 7or in all respects save for the first payment of interest

thereon8 ith outstanding Series , or 7ii8 having the same terms and conditions in all respects 7or in

all respects save for the amount and date of the first payment of interest thereon8 ith outstanding

Series , or 7iii8 upon such terms as to ranking, interest, conversion, redemption and otherise as the

Issuer may at the time of the issue thereof determine.

5.9 Any series created pursuant to the provisions of the sub3clause 5.< shall be constituted by a Trust

eed supplemental to this Trust eed 7“a Series Trust eedSeries Trust eedSeries Trust eedSeries Trust eed08. In any such case, the Issuer shall prior

to the creation of such Series e@ecute and deliver to the Trustees a Series Trust eed 7in relation to

hich all applicable stamp duties or other documentation fees, duties or ta@es have been paid and if

applicable, duly stamped or denoted accordingly8 containing a covenant by the Issuer in the form

mutatis mutandis of sub3clause <1.<.9 hereof in relation to the rincipal and $oupon in respect of





such Series 7hether or not corresponding to any of the provisions contained in this Trust eed8 as

the Trustees shall reHuire including making such conseHuential modifications to this Trust eed in

order to give effect to such issues of a Series.

5.= The rovisions for #eetings of the Bondholders and the Terms and $onditions of the Bonds shall be

attached to the Series Trust eed in respect of any series in the form set out in the First and Fourth

Schedules of this Trust eed respectively.

5. A memorandum of every Series Trust eed shall be endorsed by the Trustees on this Trust eed and

by the Issuer on duplicates of this Trust eed.

5.4 For the avoidance of doubt, each issue of Bonds shall form a separate Series. The provisions of this

eed shall apply mutatis mutandis , separately and independently to the Bonds of each Series. A series

may hoever be issued in tranches and each tranche of a Series shall be governed by the same terms

and conditions of that Series.

6.26.26.26.2 !I!IT- F A-#%"TS!I!IT- F A-#%"TS!I!IT- F A-#%"TS!I!IT- F A-#%"TS

6.< All moneys received by the Trustee from the Issuer under this eed shall, unless and to the

e@tent attributable, in the opinion of the Trustee, to a particular Series of the Bond, be

apportioned pari passu and rateably beteen each Series of the Bonds, and all moneys

received by the Trustee under this eed from the Issuer shall be held by the Trustee upon

trust to apply them in the folloing order of priorityE

6.<.< FI!ST+- in payment or satisfaction of all costs, charges, e@penses and liabilities incurred and

payments made in, or about the e@ecution of the trusts hereof, including all remuneration

payable to the Trustee ith interest thereonC

6.<.9 S%$"+- in or toards payment pari passu and rateably of the aggregate rincipal Amount

and $oupon, then due and unpaid in respect of the Bonds of that Series or trancheC

6.<.= T)I!+- in or toards payment pari passu and rateably of the Aggregate rincipal Amount

and $oupon or return 7as applicable8, then due and unpaid in respect of the Bonds of other

Series or trancheC and

6.<. F*!T)+- in payment of the balance 7if any8 to the Issuer 7ithout preudice to, or liability in

respect of, any Huestion as to ho such payment to the Issuer shall be dealt ith as

beteen the Issuer and any other person8.

<<.2<<.2<<.2<<.2 *"%!TA'I"& T*"%!TA'I"& T*"%!TA'I"& T*"%!TA'I"& T ASS*#% A-#%"T B+I&ATI"S *"%! T)% B"SASS*#% A-#%"T B+I&ATI"S *"%! T)% B"SASS*#% A-#%"T B+I&ATI"S *"%! T)% B"SASS*#% A-#%"T B+I&ATI"S *"%! T)% B"S

<<.< The Sponsor has, under a eed of *ndertaking on or about the date of this eed irrevocably and

unconditionally, and notithstanding the release of any other person under the terms of any

composition or arrangement ith any creditors of the Issuer or any of the SponsorWs other

subsidiaries, undertaken in favour of the TrusteeE





<<.<.< the due and punctual payment of the rincipal Amount and $oupon on the

Bond and together ith any other amounts payable by the Issuer under these

presents and

<<.<.9 the due and punctual performance and observance by the Issuer of each of

the other obligations of the Issuer under these presents.

<5.2<5.2<5.2<5.2 (%!S, !I&)TS, *TI%S, !%+I%FS F T)% T!*ST%%(%!S, !I&)TS, *TI%S, !%+I%FS F T)% T!*ST%%(%!S, !I&)TS, *TI%S, !%+I%FS F T)% T!*ST%%(%!S, !I&)TS, *TI%S, !%+I%FS F T)% T!*ST%%

<5.< The Trustee shall have all the rights and poers conferred upon Trustees by the Trustee Act, as

amended from time to time as though same ere e@pressly set out herein by ay of supplement

hereto, in addition to the other poers conferred on the Trustee and provisions for its protection

herein. "ot by ay of limitation or derogation of anything contained in this eed, nor of any statute

limiting the liability of the Trustee, it is hereby declared as follosE

<5.9 The Trustee shall have the poer to do any act in accordance ith this eed, the relevant Series Trust

eed, the ISA and any applicable la hich shall be on behalf of and for the benefit of the

Bondholders.

<5.= The Trustee may acting reasonably and in good faith rely on the opinion or advice of or any

information obtained from any solicitor, valuer, surveyor, broker, auctioneer, accountant or other

e@perts, hether obtained by the Issuer or by the Trustee or otherise and shall not be responsible

for any loss occasioned by so acting provided hoever that the Trustee has e@ercised due care and

diligence in relying on any such advice opinion or informationC and any such advice, opinion or

information may be obtained or sent by letter, tele@, e3mail or fa@.

<5. The Trustee shall be at liberty to accept a certificate signed by the chief e@ecutive or any officer of the

Issuer authorised to do so as to any fact or matter prima facie ithin the knoledge of the Issuer as

sufficient evidence thereof and a like certificate that any properties or assets are in the opinion of the

persons so certifying orth a particular sum or suitable for the IssuerJs purpose is sufficient evidence

that they are orth that sum or suitable. Also, a like certificate to the effect that any particular

dealing, transaction, step or thing is in the opinion of the persons so certifying e@pedient and in

particular, the Trustee shall be at liberty from time to time to accept as conclusive evidence of the fact

a certificate so signed to the effect that all such parts of the fi@ed assets as ought to be insured in

accordance ith the provisions hereof are so insured and that all premiums have been paid and the

Trustee shall not be bound in any such case to call for further evidence or be responsible for any loss

that may be occasioned by its failing to do so.

<5.4 (ithout preudice to the provisions of this eed and to its obligations contained herein to the

Bondholders and the Issuer, the Trustee shall not be bound to give notice to any person or persons of

the e@ecution hereof of any acts or deeds made or done by virtue of this eed.

<5.1 Save as herein otherise e@pressly stated and provided it has acted reasonably, the Trustee shall as

regards all trusts, poers, authorities and discretions hereby vested in it, have necessary discretion as

to the e@ercise thereof and in the absence of fraud, shall in no ay be responsible for any loss, costs,

damages, e@penses or inconvenience that may result from the e@ercise or non3e@ercise thereof and

in particular it shall not be bound to act at the reHuest or discretion of the Bondholder under any

provision of this eed, unless the Trustee shall first be indemnified to its satisfaction against all





costs, charges, e@penses and liabilities hich may be incurred in complying ith such reHuest or

discretion. The Trustee in the e@ercise of the poers and discretions vested in it pursuant to this

eed shall comply ith the provisions of the ISA and any other applicable la.

<5.5 The Trustee shall have the poer to summon, as and hen necessary, meetings of all Bondholders

hereat a Statement of Affairs on the management of any funds standing to its credit on behalf of the

Bondholders shall be presented, and or any other necessary business and or matter shall be

presented and determined. A meeting shall be convened by the giving of at least tenty3eight 7968

clear days ritten notice to all the Bondholders 7specifying the agenda at the meeting8 and the said

notice shall also be published in at least to 798 national nespapers. The procedure of and

regulations for such a meeting of the Bondholders shall be in accordance ith Schedule < of this

eed.

<5.6 The Trustee shall not be responsible for having acted upon any resolution passed at a duly convened,

properly constituted meeting of the Bondholders in respect hereof minutes have been made and

signed, even though it may subseHuently be found that there as some defect in the constitution of

the meeting or the passing of the resolution ith the effect that the resolution as not valid or

binding upon the Bondholders e@cept here the Trustee had knoledge of such defectC in hich case

the Trustee shall become liable for acting upon such resolution.

<5.G The duties and obligations of the Trustee shall be determined solely by the e@press provisions hereof,

and no implied poers, duties or obligations of the Trustee, save as mandated by the ISA or any other

applicable la, shall be construed into this eed.

<5.<2 The Trustee shall not be reHuired to e@pend or risk its on funds or otherise incur any liability in

the performance of its duties or in the e@ercise of its rights or poers as Trustee, e@cept such liability

as may result from its gross negligence andDor misconduct.

<5.<< The Trustee shall not be concerned and need not enHuire as to hether or not any Bonds or Series

thereof are issued in breach of the rogramme +imit.

<5.<9 (ithout preudice to the provisions of this eed and the urisdiction of any competent court, the

Trustee shall have full poer to determine all Huestions and doubts arising in relation to any of the

provisions hereof, and every such determination bona fide made 7hether or not the same shall relate

in hole or in part to the acts or proceedings of the Trustee hereunder8 shall be conclusive and

binding upon all interested parties hereunder.

<5.<= The Trustee shall not be responsible for the monies subscribed by applicants for the Bond or be

bound to kno the application thereof !/I% nevertheless that nothing contained in this clause

shall e@empt the Trustee from or indemnify it against any liability for breach of trust here the

Trustee fails to sho the degree of care and diligence reHuired of it, having regard to the provisions

hereof conferring on it any poers, authorities or discretions.

<5.< *pon the occurrence of an %vent of efault, the Trustee shall subect to the provisions of this eed,

e@ercise such rights and utilise such poers vested in it under this eed, and the ISA, and shall use

the reHuired degree of care and skill in the e@ercise of its duties.





<6.2<6.2<6.2<6.2 T!*ST%%JS IS$!%TI" AS T %"F!$%#%"TT!*ST%%JS IS$!%TI" AS T %"F!$%#%"TT!*ST%%JS IS$!%TI" AS T %"F!$%#%"TT!*ST%%JS IS$!%TI" AS T %"F!$%#%"T

<6.< %@cept as herein otherise e@pressly provided, the Trustee is hereby authorised to assume, ithout

enHuiry, in the absence of knoledge or e@press notice to it to the contrary, that the Issuer is duly

performing and observing all the covenants and provisions herein contained and on its part to be

performed and observed. "otithstanding knoledge by, or notice to the Trustee, of any breach of

covenants or obligations by the Issuer, it shall be at the discretion of the Trustee hether or not to

take action or proceedings, or to enforce the performance thereof, and the Trustee shall not be bound

to declare the Bond immediately repayable or to take any steps to enforce payment thereof, or any of

the provisions of these presents. The Trustee shall not be bound to enforce the poers herein

conferred, or by any other provisions of this eed unless and until in any of such cases the Trustee is

reHuired to do so by the BondholdersC and !/I% that provision shall have been made to the

satisfaction of the Trustee, for the costs, charges and e@penses of the Trustee, or if incidental to the

e@ercise of any such poers, or the taking of any such stepsC and !/I% A+S that the Trustee

shall in any case inform the Bondholders of the occurrence of any %vents of efault that comes to its

knoledge.

95.295.295.295.2 %/%"TS F %FA*+T%/%"TS F %FA*+T%/%"TS F %FA*+T%/%"TS F %FA*+T

95.< The Trustee may at its discretion and shall, upon the reHuest in riting of the registered Bondholders

of at least one3fifth of the nominal amount of the Bond for the time being outstanding or upon being

so directed by a Special !esolution of the Bondholders by notice in riting to the Issuer declare the

Bond to have become immediately repayable, provided that one of the folloing %vents of efault has

occurredE

95.<.< If the Issuer defaults for more than five 748 Business ays in the payment of any principal

monies and $oupon oing on any Series of the Bond, or any premium thereon and the

rincipal Amount payable under any provisions of this eedC

95.<.9 If any la, governmental regulation or an e@traordinary situation shall have arisen, the

continuance of hich in the opinion of the Trustee shall make it improbable that the Issuer

ill be able to perform its obligations hereunder.

95.<.= If there shall be any release of the Sponsor from its obligations under the eed of

*ndertaking, other than ith the approval of the Trustee and a Special !esolution of the

Bondholders, including any release by operation of la, or any failure by the Sponsor to make

payment hen demanded by the Trustee in accordance ith the eed of *ndertaking

aforesaid.

!/I%!/I%!/I%!/I% that on the happening of any event specified in sub3clauses 95.<.< or 95.<.9 the Bonds

shall not be declared immediately payable unless and until the Trustee shall have first served on the

Issuer and the Sponsor a preliminary notice reHuiring the Issuer andDor the Sponsor as the case may

be, to make the relevant payment in arrears, ith interest or to remove, discharge or pay out to the

satisfaction of the Trustee or to perform and observe the covenant or provisions the breach hereof

has been committed, or threatened and the Issuer and the Sponsor shall have failed or neglected for a

period of thirty 7=28 days to comply ith such notice.





96.296.296.296.2 !$%%I"&S T %"F!$% A-#%"T!$%%I"&S T %"F!$% A-#%"T!$%%I"&S T %"F!$% A-#%"T!$%%I"&S T %"F!$% A-#%"T

96.< At any time after any payment on the Bond shall have become due and payable after the e@piry of the

notice periods specified in $lause 95 above, the Trustee may at its discretion and shall upon the

reHuest in riting of the registered holders of at least one3fifth of the nominal amount of the Bond

for the time being outstanding or upon being so directed by a Special !esolution and ithout further

notice, institute such proceedings as the Trustee may think fit to enforce payment of any unpaid

coupon hich have accrued, premium 7if any8 or the principal amount of the Bond.

96.9 "o Bondholder shall in any circumstance be entitled to any remedy 7hether by ay of action,

petition, arbitration or otherise hosoever8 for the recovery of any payment of principal or $oupon

on the Bond unless the Trustee having become bound to take proceedings in accordance ith this

eed, fails to do so, in hich case the Bondholder may then initiate such proceedingsE

96.9.< in a representative capacity on behalf of himself and other Bondholders, for the recovery of

the payments due on the BondC or

96.9.9 in his name for the recovery of his on units of the Bond only.

=2.2=2.2=2.2=2.2 !%#/A+ A" !!%#/A+ A" !!%#/A+ A" !!%#/A+ A" !%SI&"ATI" F T!*ST%%%SI&"ATI" F T!*ST%%%SI&"ATI" F T!*ST%%%SI&"ATI" F T!*ST%%

=2.< The Trustee may resign as trustee at any time, by giving not less than si@ty 7128 days prior ritten

notice to that effect to the Issuer, S%$ and the Bondholders, !/I% T)AT such resignation shall

not be effective until a successor7s8 is appointed in accordance ith this eedC and the Trustee shall

continue to hold the rights conferred and perform the obligations imposed on it by this eed until the

resignation is effective.

=2.9 The Trustee may be removed by the Issuer or the Bondholders by a Special !esolution but only for the

reasons stated in $lause =< hereof and only so long as

7a8 no %vent of efault shall have occurred and be continuing andC

7b8 the removal of the Trustee shall not have any adverse effect upon the rights and interests of the

Bondholders.

=2.= (here the Trustee gives notice of its resignation as trustee pursuant to $lause =<.< hereof or in the

event that the Trustee is dissolved or otherise becomes incapable of acting as Trustee or is removed

as Trustee pursuant to $lause =2.9 herein, the Issuer shall ith the approval of the S%$, immediately

appoint a successor Trustee. In such event, the successor Trustee shall cause ritten notice of its

appointment to be issued to the Bondholder of the entire Bond and the S%$ shall be promptly notified

provided that no successor Trustee may be appointed unless approved by the Bondholder. If the

Trustee is removed, is dissolved, or becomes incapable of acting as trustee, the Issuer shall bear the

cost of giving such noticeC if the Trustee ceases to act for any other reason, the Trustee shall bear the

cost of the notice.

=2. *nless otherise ordered by a court or S%$ or any other regulatory body having competent

urisdiction, or unless reHuired by la, any successor Trustee appointed by the Issuer shall be a

company authorised to carry on trust business in "igeria and duly registered ith the S%$ to provide

corporate trust services.





=2.4 %very successor Trustee shall e@ecute, acknoledge and deliver to its predecessor and also to the

Issuer an instrument in riting, accepting such appointment hereunder and shall also e@ecute and

lodge ith the Issuer a eed of Adherence to the terms of this eed in the form set out in Schedule =

hereof, and thereupon such successor Trustee, ithout further action, shall become fully vested ith

all the rights, immunities, poers, trusts, duties and obligations of its predecessor, and such

predecessor shall e@ecute and deliver an instrument transferring to the successor trustee all the

rights, poers and trusts of said predecessor. The predecessor Trustee shall e@ecute any and all

documents necessary or appropriate to convey all interest it may have to the successor Trustee. The

predecessor Trustee promptly shall deliver all records relating to the trust hereby created and copies

thereof and communicate all material information they may have obtained concerning the trust to the

successor Trustee and shall duly provide the successor Trustee ith a full and updated statement of

affairs and accounts of the trust hereby created in respect of the Bonds.

S$)%*+% <S$)%*+% <S$)%*+% <S$)%*+% <

!/ISI"S F! #%%TI"&S F T)% B")+%!S!/ISI"S F! #%%TI"&S F T)% B")+%!S!/ISI"S F! #%%TI"&S F T)% B")+%!S!/ISI"S F! #%%TI"&S F T)% B")+%!S

<<<<. (ho #ay $onvene #eetings(ho #ay $onvene #eetings(ho #ay $onvene #eetings(ho #ay $onvene #eetings

The Issuer or the Trustee respectively may at any time at their discretion, or the Trustee shall, on the

reHuisition in riting of the Bondholders holding not less than ten percent 7<2U8 of the aggregate

principal amount of the Bonds utstanding in respect of any relevant Series of Bonds and upon being

indemnified to its satisfaction against all costs and e@penses to be thereby incurred, convene a

meeting or meetings of the Bondholders in accordance ith the provisions of this schedule to discuss

and determine any matter affecting the Bond. Any such meeting shall be held at such place as the

Trustee shall determine or approve.

9999. "otice of #eeting of Bondholders"otice of #eeting of Bondholders"otice of #eeting of Bondholders"otice of #eeting of Bondholders

9.< A meeting of the Bondholder may be called by giving not less than tenty3one 79<8 days

notice in riting.

9.9 A meeting may be called after giving shorter notice than that specified in paragraph 9.< if

consent is accorded thereto by Bondholders holding not less than seventy3five per cent 754U8

of the nominal amount of the Bonds for the time being outstanding.

9.= The Trustee shall not be held liable for failure to give notice to a Bondholder providedprovidedprovidedprovided that

said failure is as a result of an accidental omission on the part of the Trustee.

=.=.=.=. $ontent and #anner of Service and ersons on (ho "otice #ay be Served$ontent and #anner of Service and ersons on (ho "otice #ay be Served$ontent and #anner of Service and ersons on (ho "otice #ay be Served$ontent and #anner of Service and ersons on (ho "otice #ay be Served

=.< %very notice of meeting shall specify the place, day and hour of the meeting and shall contain a

statement of the business to transact and the terms of every !esolution to be proposed thereat.

=.9 "otice of every meeting shall be givenE3

=.9.< to every Bondholder in the manner specified for the service of notice hereinC

=.9.9 to the person entitled to be entered in the !egister in conseHuence of the death,

insolvency, inding3up or dissolution of a Bondholder, by sending it





through the post in a prepaid letter addressed to him by name or, by title of

the representative of the deceased or assignee of the insolvent, or by any

like description at the address 7if any8 supplied for this purpose by the

person claiming to be so entitled or until such an address has been supplied by giving the

notice in any manner in hich it might have if the death, insolvency, inding up or

dissolution had not occurredC

=.9.= to the Auditors for the time being of the IssuerC

=.9. to the Issuer, hen the meeting is convened by the TrusteeC and

=.9.4 to the Trustee, hen the meeting is convened by the Issuer.

%@planatory Statement to the "otice%@planatory Statement to the "otice%@planatory Statement to the "otice%@planatory Statement to the "otice

.< There shall be anne@ed to every notice convening a meeting of the Bondholders a statement setting

out the material facts concerning each item of business, including in particular the nature and e@tent

of any interest thereon of every irector of the Issuer or Trustee.

.9 (here any item of business consists of the granting of approval to any document by the meeting, the

time and place here the documents can be inspected shall be specified in the statement aforesaid.

4444 Vuorum for meetingVuorum for meetingVuorum for meetingVuorum for meeting

4.< Any to or more persons holding or representing by pro@y at least to3fifths of the nominal amount

of the Bond shall form a Huorum unless the business of the meeting includes the consideration of a

Special !esolution, in hich event the necessary Huorum shall be to or more persons holding or

representing by pro@y a simple maority of the nominal amount of the Bonds for the time being

outstanding and no business shall be transacted at any meeting unless the reHuisite Huorum shall be

present hen the meeting proceeds to business.

4.9 If ithin an hour from the time appointed for holding the meeting a Huorum is not present the

meeting if called upon the reHuisition of Bondholders, the meeting shall stand dissolved. In any other

case the meeting shall stand adourned to such day and time not being less than fourteen days

thereafter and to such place as the $hairman may determine.

4.= At least seven days notice of any adourned meeting shall be given in the same manner as for an

original meeting from hich the adournment took place.

1111 $h$h$h$hairman of #eetingairman of #eetingairman of #eetingairman of #eeting

1.< Such person nominated by the Trustee shall be entitled to take the chair at every meeting and if no

such nomination is made or if at any meeting the person nominated shall not be present ithin five

minutes after the time appointed for holding the meeting the Bondholders personally present shall on

a sho of hands elect one of themselves to be the $hairman thereof.

1.9 If a poll is demanded on the election of the $hairman, it shall be taken forthith. The $hairman

elected on a sho of hands shall e@ercise all the poers of the $hairman until the result of such poll

is declared. If some other person is elected $hairman as a result of the poll, he shall be $hairman

from that point to the end of the meeting.





5.5.5.5. ersons %ntitled to Attenersons %ntitled to Attenersons %ntitled to Attenersons %ntitled to Attendddd

The Trustee and its solicitors and any director or officer of a body corporate being a trustee, and any

director of the Issuer and the secretary and auditors or any other person authorised in that behalf bythe Trustee may attend any meeting but shall not be entitled to vote thereat.

6.6.6.6. %vidence of assing of !esolution%vidence of assing of !esolution%vidence of assing of !esolution%vidence of assing of !esolution

At any meeting, a resolution or any Huestion put to the vote of the meeting shall be decided on a

sho of hands unless a poll is demanded in a manner hereinafter mentioned, and unless a poll is so

demanded, a declaration by the $hairman that on a sho of hands the resolution has been carried

either unanimously or by a particular maority or lost or not carried either unanimously or by a

particular maority, hich is entered to that effect in the books containing the minutes of the

proceedings of the meeting, shall be conclusive evidence of the fact ithout proof of the number or

proportion of the votes cast in favour of or against such resolution.

G.G.G.G. emand for a ollemand for a ollemand for a ollemand for a oll

G.< Before or on the declaration of the result of the voting on any resolution or Huestion on a sho of

hands, a poll may be ordered to be taken by the $hairman of the meeting on his on motion, and

shall be ordered to be taken on demand made by at least five Bondholders having the right to vote on

the resolution and present in person or by pro@y or by the holder or holders of not less than one3

tentieth of the nominal amount of the Bond for the time being outstanding.

G.9 The demand for a poll may be ithdran at any time by any person or persons ho made the

demand.

<2.<2.<2.<2. Time of taking a ollTime of taking a ollTime of taking a ollTime of taking a oll<2.< A poll demanded on a Huestion of adournment shall be taken forthith.

<2.9 A poll demanded on any other Huestion 7not being a Huestion relating to the election of a $hairman as

provided for in aragraph 1 hereof8 shall be taken in such a manner and at such time not being later

than thirty days from the time hen the demand as made as the $hairman may direct.

<<.<<.<<.<<. /otes/otes/otes/otes

n a sho of hands the representative of the Bondholder if present in person or by pro@y or 7being a

body corporate8 is present by its duly authoriKed representative shall have one vote in respect of the

Bonds of hich he is the holder. n a poll, every Bondholder shall have one vote in respect of every

unit of Bond of hich he is the holder.

<9.<9.<9.<9. !epresentation of Body $orporate!epresentation of Body $orporate!epresentation of Body $orporate!epresentation of Body $orporate

Anybody corporate, hich is a Bondholder, may by riting under the hand of a duly authoriKed officer

authoriKe such person as it thinks fit to act as its representative at any meetings of the Bondholders

and the person so authoriKed shall be entitled to e@ercise the same poers on behalf of the body

corporate hich he represents as the body corporate could e@ercise if it ere an individual

Bondholder.





<=.<=.<=.<=. ro@iesro@iesro@iesro@ies

<=.< The registered Bondholders or in case of oint holders, any one of them shall be entitled to vote in

respect thereof either in person or by pro@y and in the latter case as if such oint holder ere solely

entitled to such Bond. A registered Bondholder shall be entitled to appoint another person 7hether a

Bondholder or not8 as his pro@y to attend the meeting and vote in his stead.

<=.9 In every notice calling a meeting of the Bondholders there shall appear ith reasonable prominence a

statement that a Bondholder entitled to attend and vote is entitled to appoint a pro@y to attend and

vote instead of himself and that a pro@y need not be a Bondholder.

<=.= The instrument appointing a pro@y and the poer of attorney or other authority 7if any8 under hich it

is signed, and a notarially certified copy of the poer or authority affi@ed ith "42 Stamp, shall be

deposited at such place as may be specified in the notice convening the meeting or in some

document accompanying same or if no place is so specified then at the principal office of the

!egistrar for the time being, not less than forty3eight 768 hours before the time appointed for

holding the meeting or adourned meeting at hich the person named in the instrument proposes to

vote or in the case of a poll not less than tenty3four 798 hours before the time appointed for taking

of the poll, and in default the instrument of pro@y shall not be treated as valid.

<=. "o instrument appointing a pro@y shall be valid after the e@piration of telve months from the date

named in it as the date of e@ecution. An instrument appointing a pro@y shall be deemed to confer

authority to demand or to oin in a demand for a poll.

<=.4 %very Bondholder entitled to vote at a meeting of the Bondholders or on any resolution to be moved

thereat shall be entitled during the period beginning tenty3four hours before the time fi@ed for the

commencement of the meeting and ending ith the conclusion of the meeting to inspect himself, or

through a duly authoriKed person, the pro@ies lodged at any time during the business hours of the

!egistrar, provided that not less than three days notice in riting of the intention to so inspect is

given to the !egistrar.

<=.1 A vote given in accordance ith the terms of an instrument of pro@y shall be valid notithstanding

the previous death or insanity of the principal or the revocation of the pro@y or of the authority under

hich the pro@y as e@ecuted, provided that no intimation in riting of such death, insanity or

revocation shall have been received by the !egistrar at its registered office before the commencement

of the meeting or adourned meeting at hich the pro@y is used.

<.<.<.<. %ntitlement of a Bondholder to $ast /otes differently%ntitlement of a Bondholder to $ast /otes differently%ntitlement of a Bondholder to $ast /otes differently%ntitlement of a Bondholder to $ast /otes differently

n a poll taken at a meeting of the Bondholders, a Bondholder entitled to more than one vote, or his

pro@y or other person entitled to vote on his behalf, as the case may be, need not, if he votes, use or

cast all his votes in the same ay.

<4.<4.<4.<4. Scrutineers at ollScrutineers at ollScrutineers at ollScrutineers at oll

<4.< (here a poll is to be taken, the $hairman of the meeting shall appoint to scrutineers to scrutiniKe

the votes given on the poll and to report thereon to him.





<4.9 The $hairman shall have poer at any time before the result of the poll is declared to remove a

scrutineer from office and to fill vacancies in the office of the scrutineer arising from such removal or

for any other cause.

<4.= ne of the to scrutineers appointed under this provision, must be a Bondholder present at the

meeting, provided that such Bondholder is available and illing to be appointed.

<1.<1.<1.<1. #anner of taking a oll and result thereof.#anner of taking a oll and result thereof.#anner of taking a oll and result thereof.#anner of taking a oll and result thereof.

<1.< The $hairman of the meeting shall have poer to regulate the manner in hich a poll shall be taken.

<1.9 The result of the poll shall be deemed to be the decision of the meeting on the resolution on hich

the poll as taken.

<5.<5.<5.<5. /oting in case of ?oint )olding/oting in case of ?oint )olding/oting in case of ?oint )olding/oting in case of ?oint )olding

In the case of oint Bondholders, the vote of the senior ho tenders a vote hether in person or by

pro@y shall be accepted to the e@clusion of the votes of other oint holders, and for this purpose,

seniority shall be determined by the order in hich the names stand in the !egister of Bondholders.

<6.<6.<6.<6. oer to Adourn #eetingoer to Adourn #eetingoer to Adourn #eetingoer to Adourn #eeting

The $hairman of a meeting of the Bondholders may ith the consent of 7and shall if directed by8 any

such meeting at hich a Huorum is present, adourn same from time to time and from place to place,

but no business shall be transacted at any adourned meeting other than business hich might

lafully have been transacted at the meeting from hich the adournment took place.

<G.<G.<G.<G. $asting /ote$asting /ote$asting /ote$asting /ote

In the case of eHuality of votes hether on a sho of hands or a poll the $hairman of the meeting of

hich the sho of hands took place or at hich the poll is demanded shall be entitled to a second or

casting vote in addition to the votes to hich he may be entitled as or on behalf of a Bondholder.

92.92.92.92. Business #ay roceed "otithstanding emand for ollBusiness #ay roceed "otithstanding emand for ollBusiness #ay roceed "otithstanding emand for ollBusiness #ay roceed "otithstanding emand for oll

The demand for a poll shall not prevent the continuance of a meeting for the transaction of any

business other than the Huestion on hich a poll has been demanded.

9<.9<.9<.9<. $hairman to be Sole ?udge$hairman to be Sole ?udge$hairman to be Sole ?udge$hairman to be Sole ?udge

The $hairman of any meeting shall be the sole udge of the validity of every vote tendered at such

meeting, and the chairman present at the taking of a poll shall be the sole udge of the validity of

every vote tendered at such poll.

99.99.99.99. #eaning of Special !esolution#eaning of Special !esolution#eaning of Special !esolution#eaning of Special !esolution

A resolution shall be deemed a Special !esolution if the resolution is passed at a meeting of the

Bondholders duly convened and held in accordance ith the provisions herein contained and carried

by a maority consisting of not less than three3fourths in value of the votes given on such poll.

9=.9=.9=.9=. oers of &eneral #eeting of Bondholdersoers of &eneral #eeting of Bondholdersoers of &eneral #eeting of Bondholdersoers of &eneral #eeting of Bondholders

A meeting of the Bondholders shall inter alia have the folloing poers e@ercisable by Special

!esolutionE3





9=.< to sanction any modification or compromise or any arrangements in respect of the rights of the

Bondholders against the Issuer hether such rights shall arise under this eed, any Series Trust

eed or otheriseC

9=.9 to assent to any modification of the provisions contained in this eed proposed or agreed to by the

IssuerC

9=.= to give any sanction, direction or reHuest hich under any of the provisions of this eed is reHuired to

be given by Special !esolutionC

9=. to authoriKe and empoer the Trustee to concur in and e@ecute all such deeds or instruments, and

perform all such acts as may be necessary to carry out and give effect to any Special !esolutionC

9=.4 to give any release to the Trustee in respect of anything done or omitted to be done by the Trustee

hereunder before the giving of the releaseC and

9=.1 to sanction a scheme for reconstruction or amalgamation of the Issuer.

9.9.9.9. !esolution Binding!esolution Binding!esolution Binding!esolution Binding

A resolution passed at a meeting of the Bondholders duly convened and held in accordance ith the

provisions of this eed shall be binding upon all the Bondholders hether present or not present at

such meeting, and each of the Bondholders shall be bound to give effect thereto accordingly. The

passing of any such resolution shall be conclusive evidence that the circumstances ustify the passing

thereof, the intention being that it shall rest ith the meeting to determine ithout appeal hether or

not the circumstances ustify the passing of such resolution.

94.94.94.94. #inutes#inutes#inutes#inutes

#inutes of all proceedings at every such meeting as aforesaid shall be made and duly entered in

books to be from time to time provided for that purpose by the Trustee at the e@pense of the Issuer,

and every such minutes as aforesaid if purporting to be signed by the $hairman of the meeting at

hich resolutions ere passed, or proceedings had, or by the $hairman of the ne@t succeeding

meeting of the Bondholders, shall be conclusive evidence of the matters therein contained, and until

the contrary is proved, every such meeting in respect of the proceedings of hich minutes have been

signed as aforesaid shall be deemed to have been duly held and convened and all resolutions passed

thereat, taken to have been duly passed and taken.

91.91.91.91. !esolutions in (riting!esolutions in (riting!esolutions in (riting!esolutions in (riting

A resolution in riting duly signed by all the Bondholders for the time being outstanding, shall be as

effective for all purposes as a Special !esolution duly passed at a meeting of the Bondholders. Such

resolution in riting may be contained in one document or in several documents in like form eachsigned by or on behalf of one or more of the Bondholders.

!/I% A+(A-S, A" IT IS )%!%B- A&!%%!/I% A+(A-S, A" IT IS )%!%B- A&!%%!/I% A+(A-S, A" IT IS )%!%B- A&!%%!/I% A+(A-S, A" IT IS )%!%B- A&!%%, that here the Bondholders shall be less than 9 7to8

in number, the above provisions shall not apply, and it shall be sufficient for the Bondholder to

communicate any notice or decision to the Trustee or the Issuer in riting and to receive notice from

the Issuer or the Trustee in the same manner. Such decision as aforesaid shall for the purposes of

this eed be deemed to be made by a Special !esolution.



))))IST!I$A+IST!I$A+IST!I$A+IST!I$A+ FFFFI"A"$IA+I"A"$IA+I"A"$IA+I"A"$IA+ IIII"F!#ATI""F!#ATI""F!#ATI""F!#ATI"


3333

3333 IF!S <2E $onsolidated financial statements 7effective for periods beginning on or after < ?anuary 92<=8

4 .4 .4 .4 . S TA T% #% "T F A$ $ *"TI "& +I $I %S 7 $ "T W8STAT%#%"T F A$$*"TI"& +I$I%S 7$"TW8STAT%#%"T F A$$*"TI"& +I$I%S 7$"TW8STAT%#%"T F A$$*"TI"& +I$I%S 7$"TW8

3333 IF!S <<E ?oint arrangements 7effective for periods beginning on or after < ?anuary 92<=8

3333 IF!S <9E isclosures of interests in other entities 7effective for periods beginning on or after < ?anuary 92<=8

3333 IF!S <=E Fair value measurement 7effective for periods beginning on or after < ?anuary 92<=8

IAS 95 7revised 92<<8E Separate financial statements 7effective for periods beginning on or after < ?anuary 92<=8

IAS 96 7revised 92<<8E Associates and oint ventures 7effective for periods beginning on or after < ?anuary 92<=8

iii. %ar ly adoption of s tandar ds%arly adoption of standards%arly adoption of standards%arly adoption of standards

The &roup did not early adopt ne or amended standards in 92<9.

4.94.94.94.9 $onsolidation$onsolidation$onsolidation$onsolidation

7i8 Subsidiaries

IF!S G addresses the recognition, de3recognition, classification and measurement of financial assets and financial liabilities. In respect of financial

assets, IF!S G replaces the multiple classification and measurement models in IAS =G ith a single model that has only to classification

categoriesE amortised cost and fair value. The classification and measurement of financial liabilities have remained as per IAS =G ith the

e@ception of financial liabilities designated at fair value through profit or loss here the amount of change in the fair value of the financial liability

that is attributable to changes in the credit risk of that liability is presented in other comprehensive income.

IF!S GE Financial instrumentsE $lassification and measurement 7effective for periods beginning on or after < ?anuary 92<48.

$hanges in the &roupJs interest in a subsidiary that do not result in a loss of control are accounted for as eHuity transactions 7transactions ith

oners8. Any difference beteen the amount by hich the non3controlling interest is adusted and the fair value of the consideration paid or

received is recognised directly in eHuity. Inter3company transactions, balances and unrealised gains on transactions beteen companies ithin

the &roup are eliminated on consolidation. *nrealised losses are also eliminated in the same manner as unrealised gains, but only to the e@tent

that there is no evidence of impairment.

The folloing guidance is not e@pected to have a material impact on the &roupJs financial statementsE

The financial statements of the consolidated subsidiaries used to prepare the consolidated financial statements ere prepared as of the parent

companyJs reporting date.

The consolidated financial statements of the &roup comprise the financial statements of the parent entity and all consolidated subsidiaries,

including certain special purpose entities as of =< ecember 92<9. Subsidiaries are companies in hich the &roup directly or indirectly holds the

maority of the voting rights and here it determines their financial and business policies and is able to e@ercise control over them in order to

benefit from their activities. The e@istence and effect of potential voting rights that are currently e@ercisable or convertible are considered henassessing hether the &roup controls another entity. Subsidiaries are fully consolidated from the date on hich control is transferred to the

&roup. They are de3consolidated from the date on hich control ceases or Hualify to be accounted for as )eld for sale under IF!S 4.

The results of the subsidiaries acHuired or disposed of during the year are included in the consolidated statement of comprehensive income from

the effective acHuisition date or up to the effective date on hich control ceases, as appropriate.

This standard builds on e@isting principles by identifying the concept of control as the determining factor in hether an entity should be included

ithin the consolidated financial statements. The standard provides additional guidance to assist in the determination of control here this is

difficult to assess.

This standard provides for a more realistic reflection of oint arrangements by focusing on the rights and obligations of the arrangement, rather

than its legal form. There are to types of oint arrangementE oint operations and oint ventures. ?oint operations arise here a oint operator has

right to the assets and obligations relating to the arrangement and hence accounts for its interest in assets, liabilities, revenue and e@penses. ?oint

ventures arise here the oint operator has r ights to the net assets of the arrangement and hence eHuity accounts for its interest. roportional

consolidation of oint ventures is no longer alloed.

This standard includes the disclosure reHuirements for all forms of interests in other entities, including subsidiaries, oint arrangements,

associates, and unconsolidated structured entities.

This standard aims to improve consistency and reduce comple@ity by providing a precise definition of fair value and a single source of fair value

measurement and disclosure reHuirements for use across IF!S. The reHuirements do not e@tend the use of fair value accounting but provides

guidance on ho it should be applied here its use is already reHuired or permitted by other standards ithin IF!S.





7a8

7b8

7c8

7d8

7ii8 Transactions and non3controlling interests

7iii8 Separate Financial StatementsE

4.=4.=4.=4 .= F or eig n c ur ren cy tr an slatio nForeign currency translationForeign currency translationForeign currency translation

7i8 Functional and presentation currency

7ii8 Transactions and balances

Accounting policies of subsidiaries have been changed here necessary to ensure consistency ith the policies adopted by the &roup. The

integration of the subsidiaries into the consolidated financial statements is based on consistent accounting and valuation methods for similar

transactions and other occurrences under similar circumstances. %ven if there is no shareholding relationship, Special urpose %ntities 7S%s8 are

consolidated in accordance ith Standing Interpretations $ommittee 7SI$8 <9, $onsolidationXSpecial urpose %ntities if the &roup controls them

from an economic perspective. (hen assessing hether the &roup controls a S%, in addition to the cr iteria in IAS 95 it evaluates a range of

factors, including hetherE

the activities of the S% are being conducted on the &roupJs behalf according to its specific business needs so that the &roup obtains the benefits

from the S%Js operationsC

the &roup has the decision3making poer to obtain the maority of the benefits of the activities of the S%, or the &roup has delegated these

decision3making poer by setting up an LautopilotJ mechanism, or

Interests in the eHuity of subsidiaries not attributable to the parent are reported in consolidated eHuity as non3controlling interest. rofits orlosses attributable to non3controlling interests are reported in the consolidated comprehensive income as profit or loss attributable to non3

In line ith "igerian company regulations, the company prepares separate financials. In the separate financial statements, investments in

subsidiaries are accounted for at cost.

Items included in the financial statements of each of the &roupJs entities are measured using the currency of the primary economic environment

in hich the entity operates 7Lthe functional currencyJ8. The consolidated financial statements are presented in thousands 7"aira8, hich is the

&roupJs presentation and functional currency.

the &roup has the rights to obtain the maority of the benefits of the activities of the S% and therefore may be e@posed to risks incident to the

activities of the S%C or

the &roup retains the maority of the residual or onership r isks related to the S% or its assets in order to obtain the benefits from its activities.

(henever there is a change in the substance of the relationship beteen the &roup and the S% or the &roup performs a re3assessment of

consolidation. Indicators for a re3assessment of consolidation are especially changes in onership of the S%, changes in contractual

arrangements and changes in the financing structure.

(hen the group ceases to have control, any retained interest in the entity is re3measured to its fair value at the date hen control is lost, ith the

change in carrying amount recognised in profit or loss. The fair value is the initial carrying amount for the purposes of subseHuently accounting

for the retained interest as an associate, oint venture or a financial asset. In addition, any amounts previously recognised in other comprehensive

income in respect of that entity are accounted for as if the group had directly disposed of the related assets and liabilities. This may mean that

amounts previously recognised in other comprehensive income are reclassified to profit or loss.

The &roup applies a policy of treating transactions ith non3controlling interests as transactions ith eHuity oners of the &roup. For purchases

from non3controlling interests, the difference beteen any consideration paid and the relevant share acHuired of the carrying value of net assets

of the subsidiary is recorded in eHuity. &ains or losses on disposals to non3controlling interests are also recorded in eHuity.

Foreign currency transactions hich are transactions denominated, or that reHuires settlement, in a foreign currency are translated into the

functional currency using the e@change rates prevailing at the dates of the transactions, or valuation here items are re3measured. Foreign

e@change gain and losses resulting from the settlement of such transactions, and from the translation of year end e@change rates of monetary

assets and liabilities denominated in foreign currencies are recognised in the Statement of comprehensive income. $hanges in the fair value of

monetary securities denominated in foreign currency classified as available for sale are analysed beteen translation differences resulting from

changes in the amortised cost of the security and other changes in the carrying amount of the security. Translation differences relating to

amortised cost are recognised in income statement and other changes in the carrying amount are recognised in ther $omprehensive Income.

Translation differences on non3monetary financial assets and liabilities 7such as eHuities8 hich are held at fair value through profit or loss are

recognised in statement of comprehensive income as part of the fair value gain or loss. Translation differences on non3monetary financial assets

classified as available for sale, are included in ther $omprehensive income.





7iii8 )eld3to3maturity financial assets

7<8 those that the &roup upon initial recognition designates as at fair value through profit or lossC

798 those that the &roup designates as available3for3saleC and

7=8 those that meet the definition of loans and receivables.

7iv8 Available3for3sale financial assets

4.4.94.4.94.4.94 .4 .9 F in an c ia l l iabi li ti esFinancial liabilitiesFinancial liabilitiesFinancial liabilities

4.4.=4.4.=4.4.=4.4.= etermination of fair valueetermination of fair valueetermination of fair valueetermination of fair value

Available3for3sale financial assets are initially recognised at fair value, hich is the cash consideration including any transaction costs, and

measured subseHuently at fair value ith gains and losses being recognised in the consolidated statement of comprehensive income, and

cumulated in a separate reserve in eHuity, available for sale reserve, until the financial asset is derecognised. )oever, interest is calculated using

the effective interest method, and foreign currency gains and losses on monetary assets classified as available3for3sale are recognised in profit or

loss. ividends on available3for3sale eHuity instruments are recognised in the consolidated statement of comprehensive income in Lther incomeJ

The &roupWs holding in financial liabilities represents mainly L$all borroings from banksJ, Wue to banksW, Wue to customersW and certain balances

Wther liabilitiesW. These liabilities are recognised on date of transaction and are all classified as financial liabilities, measured at amortised cost.

Available3for3sale financial assets are non3derivative financial assets that are designated in this category or not classified in any other category.

Available3for3sale financial assets are financial assets that are intended to be held for an indefinite period of time, hich may be sold in response

to needs for liHuidity or changes in interest rates, e@change rates or eHuity prices.

)eld3to3maturity investments are non3derivative financial assets ith fi@ed or determinable payments and fi@ed maturities that the &roupJs

management has the positive intention and ability to hold to maturity, other thanE

These are initially recognised at fair value including direct and incremental transaction costs and measured subseHuently at amortised cost, using

the effective interest method. Interest on held3to3maturity investments is included in the $onsolidated statement of comprehensive income and

reported as Liscount and similar incomeJ. In the case of an impairment, the impairment loss is been reported as a deduction from the carrying

value of the investment and recognised in the $onsolidated statement of comprehensive income as L"et gainsD7losses8 on investment securitiesJ.

)eld3to maturity investments are currently made up of Federal &overnment of "igeria bonds.

These financial liabilities are initially recognised at fair value and subseHuently measured at amortised cost. Any difference beteen the proceed

net of transaction costs and the redemption value is recognised in the Statement of comprehensive income over the period of the bor roing,

using the effective interest method. Fees paid on the establishment of the liabilities are recognised as transaction costs of the loan to the e@tent

that it is probable that some or all of the facility ill be dran don. In this case, the fee is deferred until the dra don occurs . To the e@tent that

there is no evidence that it is probable that some or all of the facility ill be dran don, the fee is capitaliKed as a pre3payment for liHuidity

services and amortised over the period of the facility to hich it relates.

At initial recognition, the best evidence of the fair value of a financial instrument is the transaction price 7i.e. the fair value of the consideration paid

or received8, unless the fair value of that instrument is evidenced by comparison ith other observable current market transactions in the same

instrument, ithout modification or repackaging, or based on valuation techniHues such as discounted cash flo models and option pricing

models hose variables include only data from observable markets. SubseHuent to initial recognition, for financial instruments traded in active

A financial instrument is regarded as Huoted in an active market if Huoted prices are readily and regularly available from an e@change, dealer,

broker, industry group, pricing service or regulatory agency, and those prices represent actual and regularly occurring market transactions on an

armJs length basis. If the above criteria are not met, the market is regarded as being inactive. Indications that a market is inactive are hen there is

a ide bid3offer spread or significant increase in the bid offer spread or there are fe recent transactions.

For all other financial instruments, fair value is determined using valuation techniHues. In these techniHues, fair values are estimated from

observable data in respect of similar financial instruments, using models to estimate the present value of e@pected future cash flos or other

valuation techniHues, using inputs 7for e@ample, "IB! yield curve, F; rates, volatilities and counterparty spreads8 e@isting at the dates of the

$onsolidated statement of financial position. )oever, for illiHuid financial instruments, the fair values are further adusted to compensate for the

credit risks attached to the issuers.





4.4.4.4.4.4.4.4. e3recognitione3recognitione3recognitione3recognition

4.4.44.4.44.4.44.4.4 !eclass ification of financial assets!eclassification of financial assets!eclassification of financial assets!eclassification of financial assets

4.4.14.4.14.4.14.4.1 !ecognition!ecognition!ecognition!ecognition

4.14.14.14.1 ff set ti ng f in an cia l in st ru m en tsffsetting financial instrumentsffsetting financial instrumentsffsetting financial instruments

Financial assets are derecognised hen the contractual rights to receive the cash flos from these assets have ceased to e@ist or the assets have

been transferred and substantially all the risks and reards of onership of the assets are also transferred 7that is, if substantially all the risks

reards have not been transferred, the entity tests control to ensure that continuing involvement on the basis of any retained poers of control

does not prevent derecognition8. Financial liabilities are derecognised hen they have been redeemed or otherise e@tinguished.

$ollateral 7shares and bonds8 furnished by the &roup under standard repurchase agreements and securities lending and borroing transactions

is not derecognised because the entity retains substantially all the risks and reards on the basis of the predetermined repurchase price, and the

criteria for de3recognition are therefore not met.

Financial assets that are transferred to a third party but do not Hualify for derecognition are presented in the consolidated statement of financial

position as pledged assets, if the transferee has the right to sell or repledge them.

The &roup may choose to reclass ify a non3derivative financial asset held3for3trading out of the held3for3trading category if the financial asset isno longer held for the purpose of selling it in the near3term. Financial assets other than loans and receivables are permitted to be reclassified out

of the held3for3trading category only in rare circumstances arising from a single event that is unusual and highly unlikely to recur in the near3

term. In addition, the &roup may choose to reclassify financial assets that ould meet the definition of loans and receivables out of the held3for3

trading or available3for3sale categories if the &roup has the intention and ability to hold these financial assets for the foreseeable future or until

maturity at the date of reclassification.

The output of a model is alays an estimate or appro@imation of a value that cannot be determined ith certainty, and valuation techniHues

employed may not fully reflect all factors relevant to the positions the &roup holds. /aluations are therefore adusted, here appropriate, to allo

for additional factors including model risks, liHuidity risk and counterparty credit risk. Based on the established fair value model governance

policies, and related controls and procedures applied, management believes that these valuation adustments are necessary and appropriate to

fairly state the values of financial instruments carr ied at fair value in the consolidated statement of financial position. rice data and parameters

used in the measurement procedures applied are generally revieed carefully and adusted, if necessary particularly in vie of the current

market developments. In cases hen the fair value of unlisted eHuity instruments cannot be determined reliably, the instruments are carried at

cost less impairment.

!eclassifications are made at fair value as of the reclassification date. Fair value becomes the ne cost or amortised cost as applicable, and no

reversals of fair value gains or losses recorded before reclassification date are subseHuently made. %ffective interest rates for financial assets

reclassified to loans and receivables and held3to3maturity categories are determined at the reclassification date. Further increases in estimates of

cash flos adust effective interest rates prospectively.

Financial assets are recognised on settlement dates. The varying class and nature of the financial assets determines the settlement hich may be

different from the trade date. Financial instruments such as debt and eHuity securities are recognised on settlement date other than the trade date

hile loans and receivables are recognised on trade date hich represents its settlement date.

Financial assets and liabilities are offset and the net amount reported in the $onsolidated statement of financial position hen there is a legally

enforceable right to offset the recognised amounts and there is an intention to settle on a net basis or realise the asset and settle the liability

simultaneously.




FS) Funding S/ lc The "<22,222,222,222 ebt Issuance rogramme. G2

4.54.54.54.5 Im pair me nt o f f in an cial as set sImpairment of financial assetsImpairment of financial assetsImpairment of financial assets

3 significant financial difficulty of the issuer or obligorC

3 a breach of contract, such as a default or delinHuency in interest or principal paymentsC

3 it becoming probable that the borroer ill enter bankruptcy or other financial reorganisationC

3 the disappearance of an active market for that financial asset because of financial difficultiesC

7i8 adverse changes in the payment status of borroers in the group C or

7ii8 national or local economic conditions that correlate ith defaults on the assets in the group.

4.5.<4.5.<4.5.<4.5.< Assets carried at amortised costAssets carried at amortised costAssets carried at amortised costAssets carried at amortised cost

The calculation of the present value of the estimated future cash flos of a collateralised financial asset reflects the cash flos that may result

from foreclosure less costs for obtaining and selling the collateral, hether or not foreclosure is probable. For the purposes of a collective

evaluation of impairment, financial assets are grouped on the basis of similar credit risk characteristics 7i.e. on the basis of the &roupJs grading

process that considers asset type, industry, geographical location, collateral type, past3due status and other relevant factors8. Those

characteristics are relevant to the estimation of future cash flos for groups of such assets by being indicative of the debtorsJ ability to pay all

amounts due according to the contractual terms of the assets being evaluated.

Future cash flos in a group of financial assets that are collectively evaluated for impairment are estimated on the basis of the contractual cash

flos of the assets in the group and historical loss e@perience for assets ith credit risk characteristics similar to those in the group. )istorical

loss e@perience is adusted on the basis of current observable data to reflect the effects of current conditions that did not affect the period on

hich the historical loss e@perience is based and to remove the effects of conditions in the historical period that do not currently e@ist.

%stimates of changes in future cash flos for groups of assets are reflected and directionally consistent ith changes in related observable data

from period to period 7for e@ample, changes in unemployment rates, property prices, payment status, or other factors indicative of changes in

the probability of losses in the group and their magnitude8. The methodology and assumptions used for estimating future cash flos are revieed

regularly by the &roup to reduce any differences beteen loss estimates and actual loss e@perience. (hen a loan is uncollectible, it is ritten off

against the related alloance for loan impairment. Such loans are ritten off after all the necessary procedures have been completed and the

amount of the loss has been determined. Impairment charges relating to loans and receivables to banks and customers are classified in

“Impairment charge for credit losses0 hilst impairment charges relating to investment securities 7)eld to maturity categories8 are classified in

L"et gainsD7losses8 on investing securitiesJ.

3 the lender, for economic or legal reasons relating to the borroerWs financial difficulty, granting to the borroer a concession that the lender

ould not otherise considerC

3 observable data indicating that there is a measurable decrease in the estimated future cash flos from a group of financial assets since the initial

recognition of those assets, although the decrease cannot yet be identified ith the individual financial assets in the group, includingE

The &roup first assesses hether obective evidence of impairment e@ists individually for financial assets that are individually significant, and

individually or collectively for financial assets that are not individually significant. If the &roup determines that no obective evidence of

impairment e@ists for an individually assessed financial asset, hether significant or not, it includes the asset in a group of financial assets ith

similar credit risk characteristics and collectively assesses them for impairment.

Assets that are individually assessed for impairment and for hich an impairment loss is or continues to be recognised are not included in a

collective assessment of impairment.

The amount of the loss is measured as the difference beteen the assetJs carrying amount and the present value of estimated future cash flos

7e@cluding future credit losses that have not been incurred8 discounted at the financial assetJs original effective interest rate. The carrying amount

The &roup assesses at the end of each reporting per iod, hether there is obective evidence that a financial asset is impaired. A financial asset is

impaired and impairment losses are incurred only if there is obective evidence of impairment as a result of one or m ore events that occurred

after the initial recognition of the asset 7a Wloss eventW8 and that loss event 7or events8 has an impact on the estimated future cash flos of the

financial asset that can be reliably estimated. bective evidence that a financial asset is impaired includes observable data that comes to attention

about the folloing loss eventsE




FS) Funding S/ lc The "<22,222,222,222 ebt Issuance rogramme. G<

4.5.94.5.94.5.94.5.9 Assets c lassi f ied as avai lable for sa leAssets classified as available for saleAssets classified as available for saleAssets classified as available for sale

4.64.64.64 .6 is co un t i nc om e an d e@p en seiscount income and e@penseiscount income and e@penseiscount income and e@pense

4.G4.G4.G4 .G Fees an d c om mis sio n i nc om eFees and commission incomeFees and commission incomeFees and commission income

nce a financial asset or a group of similar financial assets has been ritten don as a result of an impairment loss, interest income is recognised

using the rate of interest used to discount the future cash flos for the purpose of measuring the impairment loss.

Fees and commissions are generally recognised on an accrual basis hen the service has been provided. +oan commitment fees for loans that are

likely to be dran don are deferr ed 7together ith related direct costs8 and recognised as an adustment to the effective interest rate on the loan.

+oan syndication fees are recognised as revenue hen the syndication has been completed and the &roup has retained no part of the loan package

for itself or has retained a part at the same effective interest rate as the other participants. $ommission and fees arising from negotiating, or

participating in the negotiation of a transaction for a third party such as the arrangement of the acHuisition of shares or other securities, or the

purchase or sale of businesses are recognised on completion of the underlying transaction. ortfolio and other management advisory and

service fees are recogniKed based on the applicable service contracts, usually on a time3apportionate basis. Asset management fees related to

investment funds are recognised rateably over the period in hich the service is provided. The same principle is applied for ealth management,

financial planning and custody services that are continuously provided over an e@tended period of time. erformance3linked fees or fee

components are recognised hen the performance criteria are fulfilled.

The &roup assesses at the end of each reporting period hether there is obective evidence that a financial asset or a group of financial assets is

impaired. For debt securities, the group uses the criteria referred to in 7a8 above.

In the case of eHuity investments classified as available for sale, a significant or prolonged decline in the fair value of the security belo its cost is

obective evidence of impairment resulting in the recognition of an impairment loss. If any such evidence e@ists for available3for3sale financial

assets, the cumulative loss measured as the difference beteen the acHuisition cost and the current fair value, less any impairment loss on that

financial asset previously recognised in profit or loss is removed from eHuity and recognised in the consolidated statement of comprehensive

income.

Impairment losses recognised in the consolidated statement of comprehensive income on eHuity instruments are not reversed through the

consolidated statement of comprehensive income. If, in a subseHuent period, the fair value of a debt instrument classified as available for sale

increases and the increase can be obectively related to an event occurring after the impairment loss as recogniKed in profit or loss, the

impairment loss is reversed through the consolidated statement of comprehensive income.

iscount income and e@pense for all interest3bearing financial instruments are recognised ithin Ldiscount and similar incomeJ and Ldiscount and

similar e@penseJ in the $onsolidated statement of comprehensive income, using the effective interest method. The effective interest method is a

method of calculating the amortised cost of a financial asset or a financial liability and of allocating the interest income or interest e@pense over

the relevant period. The effective interest rate is the rate that e@actly discounts estimated future cash payments or receipts through the e@pected

life of the financial instrument or, hen appropriate, a shorter period to the net carrying amount of the financial asset or financial liability. (hen

calculating the effective interest rate, the &roup estimates cash flos considering all contractual terms of the financial instrument 7for e@ample,

prepayment options8 but does not consider future credit losses. The calculation includes all fees and points paid or received beteen parties to

the contract that are an integral part of the effective interest rate, transaction costs and all other premiums or discounts.




FS) Funding S/ lc The "<22,222,222,222 ebt Issuance rogramme. G=

7iii8 epreciation

3

3 94U

3

3

3 2U

4.<4.<4.<4.< In tang ible as set sIntangible assetsIntangible assetsIntangible assets

Amortisation of intangible asset is calculated on a straight line basis over a useful live of = 4 years.

4.<44.<44.<44.<4 Income ta@Income ta@Income ta@Income ta@

7a8 $urrent income ta@

7b8 eferred income ta@

eferred income ta@ is provided in full, using the liability method, on temporary differences arising beteen the ta@ bases of assets and liabilities

and their carrying amounts in the $onsolidated financial statements. eferred income ta@ is determined using ta@ rates 7and las8 that have been

enacted or substantially enacted by the date of the $onsolidated statement of financial position and are e@pected to apply hen the related

deferred income ta@ asset is realised or the deferred income ta@ liability is settled.

Intangible assets comprise computer softare licenses. Intangible assets are initially recognised at cost. Intangible assets ith a definite useful life

are amortised using the straight3line method over their estimated useful life, generally not e@ceeding 92 years. Intangible assets ith an indefinite

useful life are not amortised. &enerally, the identified intangible assets of the &roup have a definite useful life. At each date of the consolidated

statement of financial position, intangible assets are revieed for indications of impairment or changes in estimated future economic benefits. If

such indications e@ist, the intangible assets are analysed to assess hether their carrying amount is fully recoverable. An impairment loss is

recognised if the carrying amount e@ceeds the recoverable amount.The &roup chooses to use the cost model for the measurement after initial

recognition.

Income ta@ payable is calculated on the basis of the ta@ la in "igeria and is recognised as an e@pense 7income8 for the period e@cept to the e@tent

that current ta@ relate to items that are charged or credited in other comprehensive income or directly to eHuity. In these circumstances, current

ta@ is charged or credited to other comprehensive income or to eHuity 7for e@ample, current ta@ on eHuity instruments for hich the entity has

elected to present gains and losses in other comprehensive income8.

(here ta@ losses can be relieved only by carry3forard against ta@able profits of future periods, a deductible temporary difference arises. Those

losses carried forard are set off against deferred ta@liabilities carried in the $onsolidated statement of financial position. The &roup does not

offset current income ta@ liabilities and current income ta@ assets.

epreciation is recognised in profit or loss on a straight3line basis to rite don the cost of each asset, to their residual value over the estimated

useful lives of each part of an item of property and eHuipment. +eased assets under finance lease are depreciated over the shorter of the leaseterm and their useful lives.

epreciation begins hen an asset is available for use and ceases at the earlier of the date that the asset is derecognised or classified as held3for3

sale in accordance ith IF!S 4. A non3current asset or disposal group is not deprecated hile it is class ified as held3for3sale.

The estimated useful lives for the current and comparative periods are as follosE

+easehold improvements

#otor vehicles

ffice furniture : fittings

ffice eHuipment

(ork 3in 3progress

94U or over the lease period

<9.4U 3 94U

92U 3 ==.==U





4.<14.<14.<14.<1 %m plo yee b en ef its%mployee benefits%mployee benefits%mployee benefits

7a8 ension costs

7b8 &ratuity benefits

4.<54.<54.<54 .<5 rov is i ons , contingent l iab il it ies and assetsrovisions, c ontingent l iabi l it ies and ass etsrovisions, c ontingent l iabi l it ies and ass etsrovisions, c ontingent l iabi l it ies and ass ets

The principal temporary differences arise from depreciation of property, plant and eHuipment, revaluation of certain financial assets and liabilities,

provisions for gratuity and carry3forards. )oever, the deferred income ta@ is not accounted for if it arises from initial recognition of an asset or

liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor ta@able profit norloss. The ta@ effects of carry3forards of unused losses, unused ta@ credits and other deferred ta@ assets are recognised hen it is probable that

future ta@able profit ill be available against hich these losses and other temporary differences can be utilised. The amount of deferred ta@

provided is based on the e@pected manner of realisation or settlement of the carrying amount of the asset or liability and is not discounted.

eferred ta@ assets are revieed at each balance sheet date and are reduced to the e@tent that it is no longer probable that the related ta@ benefit

ill be realised. eferred income ta@ is provided on temporary differences arising from investments in subsidiaries and associates, e@cept here

the timing of the reversal of the temporary difference is controlled by the &roup and it is probable that the difference ill not reverse in the

foreseeable future. eferred ta@ related to fair value re3measurement of available for sale instruments, hich are recognised in other

comprehensive income, is also recognised in other com prehensive income and subseHuently in the Statement of $omprehensive income together

ith the deferred gain or loss. eferred income ta@ assets and liabilities are offset hen there is a legally enforceable right to offset current ta@

assets against current ta@ liabilities and hen the deferred income ta@ assets and liabilities relate to income ta@es levied by the same ta@ authority

on either the same ta@able entity or different ta@able entities here there is an intention to settle the balances on a net basis.

The &roup operates to retirement benefit schemes in the form of pension costs and gratuity benefits. The &roup has both defined benefit and

defined contribution p lans. A defined benefit plan is a pension plan that defines an amount of pens ion benefit that an employee ill receive on

retirement, usually dependent on one or more factors such as age, years of service and com pensation. A defined contribution plan is a pension

plan under hich the &roup pays fi@ed contributions into a separate entity. The &roup has no legal or constructive obligations to pay further

contributions if the fund does not hold sufficient assets to pay all employees, the benefits relating to employee service in the current and prior

periods.

rovisions are liabilities that are uncertain in amount and timing. rovision are recognised hen the &roup has a present legal or constructive

obligation as a result of past events and it is more likely than not that an outflo of resour ces ill be reHuired to settle the obligation and the

amount can be reliably estimated. (here there is a num ber of sim ilar obligations, the likelihood that an outflo ill be reHuired in settlement is

determined by considering the class of obligations as a hole. A provision is recognised even if the likelihood of an outflo ith respect to any

one item included in the same class of obligations may be small. rovisions are measured at the present value of the e@penditures e@pected to be

reHuired to settle the obligation using a pre3ta@ rate that reflects current market assessments of the time value of money and the risks specific to

the obligation.

In line ith the ension !eform Act 922, the &roup operates a defined contribution schemeC employees are entitled to oin the scheme on

confirmation of their employment. The employee and the &roup contributes 4U and <2U respectively of the employeeWs basic, transport and rent

alloances respectively. The &roup has no further payment obligations once the contributions have been paid. The contributions are recognised

as employee benefit e@penses hen they are due. repaid contributions are recognised as an asset to the e@tent that a cash refund or a reduction

in the future payments is available.

The &roup operates a non3contributory defined benefits scheme. The employeesW entitlement to retirement benefits under the service gratuity

scheme depends on the individual years of service, terminal salary and conditions of service. The liability recognised in the consolidated balance

sheet in respect of defined benefit pension plans is the present value of the defined benefit obligation at the end of the financ ial reporting period

less the fair value of plan assets, together ith adustments for unrecognised actuarial gains or losses and past service costs. The defined benefit

obligation is calculated annually by independent actuaries using the proected unit credit method. The present value of the defined benefit

obligation is determined by discounting the estimated future cash outflos using yields on Federal &overnment of "igeria bonds of m edium

duration denominated in the currency in hich the benefits ill be paid and that have terms to maturity that appro@imate the terms of the related

pension liability. Actuarial gains and losses arising from e@perience adustments and changes in actuarial assumptions are charged or credited to

other comprehensive income. ast3service costs are recogniKed immediately as profit or loss.





4.<64.<64.<64.<6 Shar e capitalShare capitalShare capitalShare capital

7a8 Share issue costs

7b8 ividends on ordinary shares

7c8 Treasury shares

7d8 Statutory reserve

7e8 $redit risk reserve

$lassification$lassification$lassification$ la ss if ic atio n Ba si sBasisBasisBasis ercentage prov idedercentage providedercentage providedercentage provided

7U87U87U87U8

Substandard <2

oubtful 42

+ost <22

A contingent liability is a possible obligation that arises from past event and hose e@istence ill be confirmed only by the occurrence or non3

occurrence of one or more uncertain future events not holly ithin the control of the &roup or the &roup has a present obligation as a result of a

past event. It is not recognised because it is not likely that an outflo of resources ill be reHuired to settle the obligation or the amount can not be

reliably estimated. $ontingent liabilities normally comprise of legal claims under arbitration or court process in respect of hich a liability is not

likely to occur .

A contingent asset is a possible asset that arises from past events and hose e@istence ill be confirmed only by the occurrence or non3

occurrence of one or more uncertain future events not holly ithin the control of the &roup.

$ontingent assets are not recognised as assets in the $onsolidated statement of financial position but is disc losed if they are likely to eventuate.

Incremental costs directly attributable to the issue of ne shares or options or to the acHuisition of a business are shon in eHuity as a deduction,

net of ta@, from the proceeds.

ividends on ordinary shares are recognised in eHuity in the period in hich they are approved by the &roupJs shareholders. ividends for the

year that are declared after the date of the $onsolidated statement of financial position are dealt ith in the subseHuent events note. ividendsproposed by the irectorsJ but not yet approved by members are disclosed in the financial statements in accordance ith the reHuirements of the

$ompanies and Allied #atters Act <GG2.

A more accelerated provision may be done using the subective criteria. A <U provision is taken on all risk assets not specifically provisioned.

The results of the application of rudential &uidelines and the impairment determined for these assets under IAS =G are compared. The IAS =G

determined impairment charge is alays included in the Statement of comprehensive income. (here the rudential &uidelines provision is

greater, the difference is appropr iated from !etained %arnings and included in a non3distributable reserve called $redit !isk !eserve. (here the

IAS =G impairment is greater, no appropriation is made and the amount of the IAS =G impairment is recognised in the Statement of

$omprehensive Income.

All provisions determined under prudential guideline are compared ith that of IF!S in line ith the $B" circular reference

BSDI!D&%"D+ABD21D2< dated <G #arch 92<=.

(here the company or any member of the &roup purchases the $ompanyJs shares, the consideration paid is deducted from shareholdersJ eHuity

as treasury shares until the shares are cancelled. (here such shares are subseHuently sold or reissued, any consideration received is included in

shareholdersJ eHuity.

$entral Bank of "igeria regulation reHuires the $ompany to make an annual appropriation to a statutory reserve. As stipulated by aragraph &7<8

of the !evised &uidelines for #erchant Banks, an appropriation of <4U of profit after ta@ is made if the statutory reserve is less than the paid3up

share capital and <2U of profit after ta@ if the statutory reserve is greater than the paid up share capital. For purposes of this appropriation, Wrofit

for the yearW as reported in the Statement of comprehensive income is used. This appropriation is reported in the statement of changes in eHuity.

In compliance ith the rudential &uidelines for +icensed Banks, the &roup assesses Hualifying financial assets using the guidance under the

rudential &uidelines. These apply obective and subective criteria toards providing for losses in risk assets. Assets are classed as perform ing or

non3performing. "on3performing assets are further classed as Substandard, oubtful or +ost ith attendant provision as per the table belo,

based on obective criteria.

Interest andDor principal overdue by G2 daysbut less than <62 days

Interest andDor principal overdue by more than <62 days but less than =14

Interest andDor principal overdue by more than =14 days





4.<G4.<G4.<G4.<G %ar ning s per sh ar e%arnings per share%arnings per share%arnings per share

4.924.924.924.92 $om paratives$omparatives$omparatives$omparatives

1 .1 .1 .1 . $ !I TI $A + A$ $ * "T I"& % ST I#A T% S A" ?* & %#% "T S$!ITI$A+ A$$*"TI"& %STI#AT%S A" ?*&%#%"TS$!ITI$A+ A$$ *"TI"& %STI#AT%S A" ?*&%#%"TS$!ITI$A+ A$$*"TI"& %STI#AT%S A" ?*&%#%"TS

1.<1.<1.<1 .< F air v al ue of fin an cia l in str um en tsFair value of financial instrumentsFair value of financial instrumentsFair value of financial instruments

1.91.91.91 .9 F ai r v al ua ti on te chn iH ue s a nd a ss ump ti onsFair valuation techniHues and assum ptionsFair valuation techniHues and assumptionsFair valuation techniHues and assum ptions

$ash and balances ith central bank$ash and balances ith central bank$ash and balances ith central bank$ash and balances ith central bank

The fair value of cash and balances ith the $entral bank is their carrying amounts.

Bonds, Treasury Bills, +oans and !eceivables, and %Huity InvestmentsBonds, Treasury Bills, +oans and !eceivables, and %Huity InvestmentsBonds, Treasury Bills, +oans and !eceivables, and %Huity InvestmentsBonds, Treasury Bills, +oans and !eceivables, and %Huity Investments

The &roupJs financial statements and its financial result are influenced by accounting policies, assumptions, estimates and management udgement, hich necessarily have to be made in the course of preparation of the consolidated financial statements. The &roup makes estimates

and assumptions that affect the reported amounts of assets and liabilities ithin the ne@t financial year. All estimates and assumptions reHuired in

conform ity ith IF!S are best estimates undertaken in accordance ith the applicable standard. %stimates and udgements are evaluated on a

continuous basis, and are based on past e@perience and other factors , including e@pectations ith regard to future events. Accounting policies

The determination of fair value for financial assets and liabilities for hich there is no observable market prices reHuires the use of valuation

techniHues. For financial instruments that trade infreHuently and have little price transparency, fair value is less obective and reHuires varying

degrees of udgement depending on liHuidity concentration, uncertainty of market factors, pricing assumptions and other r isks affecting the

specific instrument.

Treasury bills are short term debt instruments issued by the $entral Bank of "igeria, hile bonds are debt instruments or contracts issued for an

agreed period of time and can be issued by corporations and government. The investor lends an amount of money to the issuer and earns

interest on the investment until the maturity of the bond hen the principal ill be repaid. The fair value of actively traded bonds or bills, through

profit and loss, is determined ith reference to Huoted prices 7unadusted8 in the to3ay Huote market for "igerian bonds. For a treasury bill to

be actively traded, it has to meet a m inimum amount of "42 billion in issue siKe. (ithin the &roup, e have a policy that states that e can only

Bonds hose fair value cannot be obtained from Huoted sources are estimated using valuation models. In com ing up ith a price, a multiple linear

regression model is derived by plotting the current yields on the Federal &overnment of "igeria bonds against their respective tenors to maturity.After estimating the yields of the unHuotedDilliHuid bonds, a risk premium is added to the yield estimate. The yield estimate is then used to arrive

at a fair value price. The risk premiums derived are as per ratings and are derived in3house. This risk premium represents the amount of return

e e@pect in order to be e@posed to the risk related ith the issuer of the instrument. The fair value of Huoted eHuity securities are determined by

reference to Huoted prices 7unadusted8 from the "igerian Stock %@change. )oever, fair value of unHuoted eHuity investments have been derived

from the last T$ 7over the counter8 transaction.

+oans and receivables hich comprise of $om merc ial bills and #argin accounts are carried at amortiKed cost net of provision for impairment.

The estimated fair value of loans and receivables represent the discounted amount of estimated future cash flos e@pected to be received.

%@pected cash flos are discounted at current market rates to determine the fair value.

%@cept hen a standard or an interpretation permits or reHuires otherise, all amounts are reported or disclosed ith comparative information.

(here IAS 6 applies, comparative figures have been adusted to conform to changes in presentation in the current year.

The &roup presents basic and diluted earnings per share 7%S8 for its ordinary shares. Basic %S is calculated by dividing the profit or loss

attributable to ordinary shareholders of the &roup by the eighted average number of ordinary shares outstanding during the period e@cluding

treasury shares. iluted earnings per share is calculated by adusting the eighted average number of ordinary shares outstanding to assume

convers ion of all dilutive potential ordinary shares.





Impairment losses on loans and advancesImpairment losses on loans and advancesImpairment losses on loans and advancesImpairment losses on loans and advances

1.=1.=1.=1.= Statement of rudential AdustmentsStatement of rudential AdustmentsStatement of rudential AdustmentsStatement of rudential Adustments

The &roup revies its commercial bills portfolio to assess impairment at least on a monthly basis. In determining hether an impairment lossshould be recogniKed, the group makes udgement as to hether there is any observable data indicating that there is a measureable decrease in

the estimated future cash flos from any loan in our portfolio. #anagement uses estimates based on historical loss e@perience for assets ith

similar credit risk characteristics and obective evidence of impairment to those in the portfolio hen scheduling their cash flo. The methodology

and assumptions used for estimating both the amount and timing of future cash flos are revieed regularly to reduce any differences beteen

loss estimates and actual loss e@perience. The specific component of total alloance for impairment applies to credits evaluated individually for

impairment and is based upon managementJs best estimate of the present value of the future cash flos that are e@pected to be received. In

estimating these cash flos, management makes udgement about a customerJs financial situation and the net realiKable value of any underlying

In accordance ith the rudential &uidelines for eposit #oney Banks in "igeria issued by the $entral Bank of "igeria, the Bank transferred thesum of "=99,64,62= from its retained earnings to a non3distributable regulatory reserve called $redit risk reserve for the year ended =<

ecember 92<9. This amount represents the difference beteen the provisions for credit and other knon losses as determined under the

prudential guideline issued by the $B", and the impairment reserve as determined in line ith IAS =G as at the year then ended.



))))IST!I$A+IST!I$A+IST!I$A+IST!I$A+ FFFFI"A"$IA+I"A"$IA+I"A"$IA+I"A"$IA+ IIII""""F!#ATI"F!#ATI"F!#ATI"F!#ATI"

FS) Funding S/ lc The "<22,222,222,222 ebt Issuance rogramme. <2=

5.<5.<5. <5 .< Bac kgr ound : ) is tor yBackground : )istoryBackground : )istoryBackground : )istory

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ecemberecemberecemberecember Z333 -ear ended =2 ?une 333[Z333 -ear ended =2 ?une 333[Z333 -ear ended =2 ?une 333[Z333 -ear ended =2 ?une 333[

92<992<992<992<9 92<<92<<92<<92<< 92<292<292<292<2 922G922G922G922G 922G922G922G922G 9226922692269226

""""W222W222W222W222 """"W222W222W222W222 """"W222W222W222W222 """"W222W222W222W222 """"W222W222W222W222 """"W222W222W222W222

5.95.95. 95.9 iscount and simi lar incomeiscount and similar incomeiscount and similar incomeiscount and similar income

Bonds ,4,2=2 9,G<1,211 =,6==,491 =,4<9,62G =,G5,14G <,<96,641

Treasury bills 9,5=,=4G <,5G,41 =6<,5== 965,9= <,521,964 <,452,G4

$ommercial bills 9,26,514 =,24,<5 9,=G9,46G =,945,44 94,59,9GG 6,5G<,4=<

lacements and investment income 9G1,4G1 <94,6= 64,=G2 3 3 3

thers 5,61< 4=,55 3 3 3 3

G,15<,1<< 6,9G4,225 1,1G=,9=5 5,245,4G1 =2,G96,99 <<,G2,66<

5.=5.=5. =5 .= iscoun t and s im ila r e@penseiscount and similar e@penseiscount and similar e@penseiscount and similar e@pense

+iabilities under repurchase agreement 1,61,621 4,299,2= 3 3 3 3

Interbank borroings <,=6=,66G 125,119 3 3 3 3

Bonds 3 3 922,664 46,<4 <,161,45 <,2,9=<

Treasury bills 3 3 5G,<44 <2,59< <,=G1,945 <=G,<59

$ommercial bills 3 3 <,619,6<1 9,99=,6=5 92,129,195 4,4G4,=1

$all e@penses 3 =4,=2= 124,56< 5=5,425 <,6=2,<G2

6,96,1G4 4,1=2,214 9,G5,<4G =,69,G= 9,99,G=6 6,126,G=G

5.5.5. 5. Impairment charge for credit lossesImpairment charge for credit lossesImpairment charge for credit lossesImpairment charge for credit losses

!eversal of impairmentD7Impairment charges8 3 <6,4=< 3 3 3 3

5.45.45. 45 .4 Fee and commiss ion i ncomeFee a nd commission incomeFee and commission incomeFee a nd commission income

Fiduciary fees <,1G,=59 <,9=1,621 3 3 3 3

Brokerage commissions <2=,=41 4,44 3 3 3 3

Fee Income <1,222 <5=,59 3 3 3 3

<,516,596 <,14,<29 3 3 3 3

The &roup provides corporate administration, investment management and advisory services to third parties, hich involves the &roup making allocation,

purchase and sale decisions in relation to a ide range of financial instruments. Those assets that are held in a fiduciary capacity are not included in these financial

statements.

FS) #erchant Bank +imited 7formerly First Securities ,iscount )ouse +imited8 7the Bank or FS)8 as incorporated on 9= ?une <GG9 as a private limited

liability company under the $ompanies and Allied #atters Act <GG2. It started operations on < ?uly <GG9 and as granted license to carry on discount house

business on <2 February <GG=. The principal activity of the $ompany and its subsidiaries 7the &roup8 is the provision of discount house services, investing, stock

broking and pension fund administration services to its customers. iscount house services principally involve trading in and holding of marketable securities such

as treasury bills, government bonds, commercial bills and other eligible instruments.

In ?uly 92<<, the Bank applied for a license to operate as a merchant bank pursuant to the banking reforms in "igeria. Final approval for the conversion as

granted on 99 "ovember 92<9 and on <4 ?anuary 92<=C FS) formally ceased to operate as a discount house and converted to a merchant bank. The BankJs

name as officially changed on =< ecember 92<9 from First Securities iscount )ouse +imited to FS) #erchant Bank +imited. *pon conversion, FS)Ws

operations has e@panded to include trade services, Foreign currency 7F;8 trading and term loans.

The Bank holds a GG.5U interest in an asset management company 3 FS) Asset #anagement +imited. FS) Asset #anagement +imited holds a GG.GU interest in

FS) Securities +imited 7FS+8, a company involved in stock broking and issuing house operations. In addition, the Bank has a 4<U interest in ensions Alliance

+imited, hich is involved in pension fund administration. The Bank controls the FS) Staff $ooperative scheme, hich as set up by the Bank to enable its staff

partake in the benefits of share onership. The scheme invests in shares of the $ompany and other entities. The Bank prepares consolidated financial statements

and the financial results of all the subsidiaries have been consolidated in these financial statements. The consolidated financial statements for the year ended =<

ecember 92<9 ere approved for issue by the Board of irectors on <4 #arch 92<=.





7iii8 The average number of persons employed

by the &roup during the yearE "umber"umber"umber"umber "umber"umber"umber"umber "umber"umber"umber"umber "umber"umber"umber"umber "umber"umber"umber"umber "umber"umber"umber"umber

%@ecutive 9 9

#anagement staff =6 =6 =< 91 9G 94

"on3management staff <1 <15 92G <16 <16 <G 92 925 9 <G6 <G5 <5

7iv8

Belo "=,222,222 G< <<= 99< <54 <G9 <5

"=,222,22< 3 "4,222,222 2 =1 6 G = 3

Above "4,222,222 5= 46 <4 < 9 3

92 925 9 <G6 <G5 <5

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Z3333333333333 -ear ended =< ecember 3333333Z3333333333333 -ear ended =< ecember 3333333Z3333333333333 -ear ended =< ecember 3333333Z3333333333333 -ear ended =< ecember 3333333


=<=<=<=<


92<992<992<992<9 92<<92<<92<<92<< 92<292<292<292<2 922G922G922G922G 922G922G922G922G 9226922692269226


5.<25.<25.<25.<2 (rite3backD provisions for r isk assets(rite3backD provisions for risk assets(rite3backD provisions for risk assets(rite3backD provisions for risk assets

$ommercial billsE$ommercial billsE$ommercial billsE$ommercial billsE

Specific rite3back during the year 3 3 3 6=,5G1 =9,6<4 <=,65=

Specific provision during the year 3 3 799=,928 749,1=8 711G,258 3

(rite3back on general provision during the year 3 3 <9,=56 3 3 3

&eneral 7provision8Drite3back during the year 3 3 3 9=,5<1 7=2,<548 791,9698

3 3 79<2,6198 44,2G 7111,5158 7<9,2G8

Assets on repurchase agreementsEAssets on repurchase agreementsEAssets on repurchase agreementsEAssets on repurchase agreementsE

Specific rite3back during the year 3 3 =52,== <=,615 3 3

Specific provision during the year 3 3 3 79<,4928 3 3

(rite3back on general provision during the year 3 3 9=G,=5< =4,G9 3 3

&eneral 7provision8Drite3back during the year 3 3 71,===8 3 7<<,G<18 79=,=418 3 3 41=,5< 926,95< 7<<,G<18 79=,=418

ther assetsEther assetsEther assetsEther assetsE

&eneral 7provision8Drite3back during the year 3 3 7<,4<18 7=658 79,=958 4,G4

#argin accountsE#argin accountsE#argin accountsE#argin accountsE

&eneral 7provision8Drite3back during the

year 7note 5.<68 3 3 <<< 9,11G 76,168 75,5G=8

Total =4<,92 965,129 764G,1G8 7=5,128

5.<<5.<<5.<<5 .< < Income ta @Income ta@Income ta@Income ta@

5.<<.<5.<<.<5.<<.<5.<<.< Income ta@ 7credit8De@penseIncome ta@ 7credit8De@penseIncome ta@ 7credit8De@penseIncome ta@ 7credit8De@pense

7i8 Income ta@ chargeE

$ompany income ta@ 94,9<5 929,=51 9<1,12 =<1,G9< 1<,G9 65,545

%ducation ta@ <,<2 <2,4<4 <,454 9=,262 =9,595 =,916

=G,=9< 9<9,6G< 9=<,9<4 =2,22< G,11G 499,294

7ii8 eferred ta@E

eferred ta@ charge 3 3 =G,<G 91,669 79,1G58 7<,558

rigination and reversal of temporary differences 6G6 <<G,12 6,42 3 3 3

Amount of unused ta@ losses 7<,==<,14G8 3 3 3 3 3

7<,==2,51<8 <<G,12 65,16G 91,669 79,1G58 7<,558

Total 76G<,28 ==9,4=< =<6,G2 =11,66= 1G,G59 =55,956

Ta@ effect on other comprehensive income 791,1298 <,15= 3 3 3 3

Ta@ on profit for the year 7G<6,298 ==,92 =<6,G2 =11,66= 1G,G59 =55,956

,

directors, ho received emoluments 7e@cluding

pension contributions and other benefits8 in the

folloing ranges ere 3





Z3333333333333 IF!S 333333333333[Z3333333333333 IF!S 333333333333[Z3333333333333 IF!S 333333333333[Z3333333333333 IF!S 333333333333[Z33333333333333333333333333333 "3&AA 3333333333333333333333Z33333333333333333333333333333 "3&AA 3333333333333333333333Z33333333333333333333333333333 "3&AA 3333333333333333333333Z33333333333333333333333333333 "3&AA 33333333333333333333333333333 As at =2 ?une 3333333[3333333 As at =2 ?une 3333333[3333333 As at =2 ?une 3333333[3333333 As at =2 ?une 3333333[

92<992<992<992<9 92<<92<<92<<92<< 92<292<292<292<2 922G922G922G922G 922G922G922G922G 9226922692269226


5.<<.95.<<.95.<<.95.<<.9Ta@ liabilityTa@ liabilityTa@ liabilityTa@ liability

At beginning of period 52<,9<4 14<,116 6=1,11G 45=,141 44<,95 9<2,G=6

Ta@ paid 794=,=G8 7<1=,=8 76,96<8 751,G668 759,9658 7<6<,16G8

Income ta@ charge =G,=9< 9<9,6G< 9=<,9<4 =2,22< G,11G 499,294

At end of period 665,<9 52<,9<4 46=,12= 6=1,11G 45=,141 44<,95

5.<95.<95.<95.<9 $ash and bank ba lances$ash and bank balances$ash and bank balances$ash and bank balances

$ash in hand 19 <,22G 6= 96< <41

Balances held ith other banksE

3 "et operating balance ith $entral Bank of "igeria 56=,95 2,=GG 3 3 3 3

3 $urrent account ith banks in "igeria <9G,G6 <9=,25< =,516,<26 1<,6G 14<,4GG 3

3 omiciliary account 3 3 4<1 <,24= <,24= <,9GG,59=

G<=,G22 496,5G =,51G,<25 19,69= 149,626 <,9GG,515

5.<=5.<=5.<=5 .<= Treasury bii lsTreasury biilsTreasury biilsTreasury biils

&ross value 3 3 <,65,665 <5,9G,G25 4,=5=,5=9 =4,6<1,19<iscount receivable 3 3 3 3 55 96,12G

*nearned discounts 3 3 74<,298 7<2<,6918 795,4228 7<44,248

3 3 <,5G1,64 <5,<G=,26< 4,=1,=2G =4,1G2,<51

5.<5.<5.<5 .< la ce me ntslacementslacementslacements

lacements ith banks and discount houses <1,=45,<<9 115,9< 3 3 3 3

lacements ith other financial institutions 46,464 91,G14 3 3 3 3

<1,<4,1G5 1G,=61 3 3 3 3

$urrent <1,=45,<<9 115,9< 3 3 3 3"on3current 46,464 91,G14 3 3 3 3

<1,<4,1G5 1G,=61 3 3 3 3

lacements ith other financial institutions represents ensions Alliance +imitedWs statutory reserve account ith *BA ension Fund $ustodian in compliance ith the

ension !eform Act of 922. This as not included in cash and cash eHuivalents for the purpose of the cashflos statement.

Included in placements are promissory notes of various banks discounted from FS) Asset #anagement +imited and FS) Securities +imited by FS) #erchant

Bank +imited amounting to "<4.= billion as at =< ecember 92<9.

The current ta@ charge has been computed at the applicable rate of =2U plus education ta@ of 9U on the profit for the year after adusting for certain items of

e@penditure and income hich are not deductible or chargeable for ta@ purposes. "on3deductable e@penses include items such as depreciation on property and

eHuipment, donations to non3Hualifying entities etc, hich are not alloed as a deduction by the ta@ authorities. Ta@ e@empt income include dividend income,

interest income on Federal &overnment, municipal and corporate bonds and the "igerian Treasury Bills, hich are not ta@able.

3333333333333333 As at =< ecember 3333333333333333333333333333333333 As at =< ecember 3333333333333333333333333333333333 As at =< ecember 3333333333333333333333333333333333 As at =< ecember 333333333333333333





Z3333333333 333 IF!S 333333333333[Z333333333333 3 IF!S 333333333333[Z3333333333 333 IF!S 333333333333[Z333333333333 3 IF!S 333333333333[Z3333333333 333333333333333333 3 "3&AA 333333333333 3333333333Z3333333333 333333333333333333 3 "3&AA 3333333333 333333333333Z3333333333 333333333333333333 3 "3&AA 333333333333 3333333333Z3333333333 333333333333333333 3 "3&AA 3333333333 333333333333

3333333 As at =2 ?une 3333333[3333333 As at =2 ?une 3333333[3333333 As at =2 ?une 3333333[3333333 As at =2 ?une 3333333[

92<992<992<992<9 92<<92<<92<<92<< 92<292<292<292<2 922G922G922G922G 922G922G922G922G 9226922692269226


5.<45.<45.<45.<4 Assets on repurchase agreementsAssets on repurchase agreementsAssets on repurchase agreementsAssets on repurchase agreements 3 3

Treasury bills 3 3 ,G56,49< ,G6 1,<9G,5G <G2,1<1

Bonds 3 3 <G,===,2G5 5,999,9 =4,<56,465 <,529,216

$ommercial bills 3 3 ,44,95< 9,16G,=96 95,1GG,=4G <9,56,<5=

96,614,66G =<,G<1,5=1 1G,225,94 <,=52,645

5.<15.<15.<15.<1 Financial instruments held for tradingFinancial instruments held for tradingFinancial instruments held for tradingFinancial instruments held for trading

Vuoted eHuity securities =,692 3 3 3 3 3

Treasury Bills <<,1G,145 3 3 3 3 3

Bonds 3 3 3 3 3 3

<<,42,55 3 3 3 3 3

$urrent <<,1G,145 3 3 3 3

"on3current =,692 3 3 3 3 <<,42,55 3 3 3 3 3

Z3333333333 333 IF!S 333333333333[Z333333333333 3 IF!S 333333333333[Z3333333333 333 IF!S 333333333333[Z333333333333 3 IF!S 333333333333[Z3333333333 333333333333333333 3 "3&AA 333333333333 3333333333Z3333333333 333333333333333333 3 "3&AA 3333333333 333333333333Z3333333333 333333333333333333 3 "3&AA 333333333333 3333333333Z3333333333 333333333333333333 3 "3&AA 3333333333 333333333333


92<992<992<992<9 92<<92<<92<<92<< 92<292<292<292<2 922G922G922G922G 922G922G922G922G 9226922692269226


5.<55.<55.<55.<5 +oans and receivables to customers+oans and receivables to customers+oans and receivables to customers+oans and receivables to customers

$ommercial bills at amortised cost G,<<G,4=5 6,11,1=2 3 3 3 3

#argin facilities at amortised cost 7note i8 1,5= 42,9G 3 3 3 3

Interest receivable on share3backed facilities 3 3 3 3 3 3

Alloance for impairment 7note ii8 7411,4648 74G6,28 3 3 3 3

6,44G,1G4 6,2GG,2<4 3 3 3 3

$urrent 6,44G,1G4 6,2GG,2<4

"on3current 3 3

6,44G,1G4 6,2GG,2<4

7i8

7ii8 Alloance for impairment

$ommercial bills 411,464 411,464 3 3 3 3

#argin accounts 3 =<,4G 3 3 3 3

411,464 4G6,2 3 3 3 3

Alloance for impairment in 92<< and 92<9 is further reconciled as follosE

$ommercial$ommercial$ommercial$ommercial

billsbillsbillsbills

#argin#argin#argin#argin

accountsaccountsaccountsaccounts

TotalTotalTotalTotal

""""W222W222W222W222 """"W222W222W222W222 """"W222W222W222W222

Balance at I ?anuary 92<< 195,51 =<,6G 14G,9=4

!eversal of impairment 7<6,42<8 7=28 7<6,4=<8

rovision ritten off during the year 79,1128 3 79,1128

At =< ecember 92<< 411,464 =<,4G 4G6,2

Amount ritten off during 92<9 3 7=<,4G8 7=<,4G8

At =< ecember 92<9 411,464 3 411,464

#argin facilities are share3backed facilities, hich represent the value of credit facilities availed to customers that are backed by shares of companies listed on the

"igerian Stock %@change. The fair value of the Huoted eHuity securities pledged as collateral ere "96.9< million and "4.5G million as at =< ecember 92<9

and =< ecember 92<9 respectively.






FS) Funding S/ lc The "<22,222,222,222 ebt Issuance rogramme. <2G


3333333 As at =2 ?une 33333333333333 As at =2 ?une 33333333333333 As at =2 ?une 33333333333333 As at =2 ?une 3333333

92<992<992<992<9 92<<92<<92<<92<< 92<292<292<292<2 922G922G922G922G 922G922G922G922G 9226922692269226


5.<65.<65.<65.<6 #argin accounts#argin accounts#argin accounts#argin accounts 3 3 3 3

Share backed facilities 3 3 49,G1G 19,2< <64,4<2 <,494,696

Interest receivable on share3backed facilities 3 3 3 564 <,G2= =9,1G4

+oan loss provision 7note i8 3 3 7=<,1G58 7=<,6268 741,558 75,5G=8

3 3 9<,959 =<,2<6 <=2,G=1 <,442,5=2

7i8 +oan loss provision+oan loss provision+oan loss provision+oan loss provision

Balance at beginning of year 3 3 =<,626 41,55 5,5G= 3

rovisionD7rite back8 during the year 7note 5.<28 3 3 7<<<8 79,11G8 6,16 5,5G=

Balance at end of year 3 3 =<,1G5 =<,626 41,55 5,5G=

5.<G5.<G5.<G5.<G Investment securitiesInvestment securitiesInvestment securitiesInvestment securities

ebt securities 7note i : note ii8 9G,<=,126 =,952,9GG =,G6,592 9,9=4,56 4,=4=,449 =,5=4,255

%Huity securities 7note iii8 <,<1,<5 659,54G G=,6<5 <,2G<,96= 624,56< 69,9=9

Short3term investments 7note iv8 3 3 44<,592 <,599,5=G <,694,=44 ,22=,=22

+ong term investments 7note v8 3 3 1,9GG,1<1 <6,4<2,G52 =,56=,215 6,=<,2=

=2,962,544 =4,<=,246 \\\\\\\\\ 9=,412,52 <<,515,544 <1,651,149

7i8 ebt securitiesebt securitiesebt securitiesebt securities

$lassified as available for sale$lassified as available for sale$lassified as available for sale$lassified as available for sale

"igerian treasury bills 9,69 4,522,<== 3 3 3 3

Federal &overnment of "igeria Bonds 6,=9G,<=6 6,24<,6<2 3 3 3 3

State &overnment and $orporate Bonds 5,=G,62= 4,15,669 3 3 3 3

<1,2<=,56= <G,9<G,694 3 3 3 3

$lassified as held to maturity$lassified as held to maturity$lassified as held to maturity$lassified as held to maturity

Federal &overnment of "igeria bonds at

amortised cost <=,<92,694 <4,242,5 3 3 3 3

$ommercial bills 3 3 3 3 3 3

9G,<=,126 =,952,9GG 3 3 3 3

7ii8 e bt se curitiesebt securitiesebt securitiesebt securities

Federal &overnment of "igeria Bonds 3 3 64,95 99,2<2 49<,152 3

$ommercial bills 3 =,1=,9G= <,6<=,5=6 ,6=<,669 =,5=4,255

3 3 =,G6,592 9,9=4,56 4,=4=,449 =,5=4,255

7iii8 %Huity securities 7classified as available for sale8%Huity securities 7classified as available for sale8%Huity securities 7classified as available for sale8%Huity securities 7classified as available for sale8

Vuoted <,2<2,<G2 5=1,4 3 3 3 3

*nHuoted <=4,G45 <=1,=< 3 3 3 3

Trading securities 3 3 3 3 3 3

ealing securites 3 3 G=,6<5 <,2G<,96= 624,56< 69,9=9

<,<1,<5 659,54G G=,6<5 <,2G<,96= 624,56< 69,9=9

7iv8 Short3term investmentsShort3term investmentsShort3term investmentsShort3term investments

$orporate Bonds 3 3 3 =2<,G41 3 3

F&" Bonds 3 3 44<,592 <,92,56= <,694,=44 ,22=,=22

3 3 44<,592 <,599,5=G <,694,=44 ,22=,=22

#argin facilities are share3backed facilities, hich represent the value of credit facilities availed to customers that are backed by shares of companies listed on the

"igerian Stock %@change.





FS) Funding S/ lc The "<22,222,222,222 ebt Issuance rogramme. <<2

Z333333333333 3 IF!S 333333333333[Z333333333333 3 IF!S 333333333333 [Z333333333333 3 IF!S 333333333333[Z333333333333 3 IF!S 333333333333 [Z3333333333 333333333333333 3333 "3&AA 33333333333333 33333333Z3333333333 333333333333333 3333 "3&AA 33333333333333 33333333Z3333333333 333333333333333 3333 "3&AA 33333333333333 33333333Z3333333333 333333333333333 3333 "3&AA 33333333333333 33333333


92<992<992<992<9 92<<92<<92<<92<< 92<292<292<292<2 922G922G922G922G 922G922G922G922G 9226922692269226


7v8 +ong3 te rm inve stme nts+ong3term investments+ong3term investments+ong3term investmentsVuoted eHuity investments 3 3 3 <9,G< <9,G< <<=,=55

F&" Bonds 3 3 4,4G4,5=5 <=,G6,1= 545,<22 6,922,222

ther Bonds 3 3 52=,9<= ,4<9,G95 =,2<9,=65 3

*nHuoted investments 3 3 111 111 111 111

3 3 1,9GG,1<1 <6,4<2,G52 =,56=,215 6,=<,2=

5.925.925.925 .92 ledged assetsledged assetsledged assetsledged assets

"igerian Treasury Bills held for trading 5,GG5,24= 3 3 3 3 3

"igerian Treasury Bills classified available for sale <,699,11= 99,524,GG 3 3 3 3

Federal &overnment of "igeria bonds

classified as available for sale 3 1,912,=59 3 3 3 3

99,6<G,5<1 96,G14,65< 3 3 3 3

$urrent 99,6<G,5<1 99,524,GG 3 3 3 3 "on3current 3 1,912,=59 3 3 3 3

99,6<G,5<1 96,G14,65< 3 3 3 3

Z333333333333 3 IF!S 333333333333[Z333333333333 3 IF!S 333333333333 [Z333333333333 3 IF!S 333333333333[Z333333333333 3 IF!S 333333333333 [Z3333333333 333333333333333 3333 "3&AA 33333333333333 33333333Z3333333333 333333333333333 3333 "3&AA 33333333333333 33333333Z3333333333 333333333333333 3333 "3&AA 33333333333333 33333333Z3333333333 333333333333333 3333 "3&AA 33333333333333 33333333


92<992<992<992<9 92<<92<<92<<92<< 92<292<292<292<2 922G922G922G922G 922G922G922G922G 9226922692269226


5.9<5.9<5.9<5 .9 < the r ass etsther assetsther assetsther assets

Financial assetsEFinancial a ssetsEFinancial assetsEFinancial a ssetsE

Staff advances 95<,=9 =19,656 4=<,22 9GG,G2= <GG,4 G<,255

ther receivables 95G,151 92G,<G< =<6,1=6 9G,915 946,G56 =G,<1

44<,222 459,21G 642,2=6 4G,<52 46,499 2,G=

Specific alloances for impairment 3 3 7,9=28 79,5<8 79,=958 3

44<,222 459,21G 64,626 4G<,41 41,<G4 2,G=

"on financial assetsE"on financial assetsE"on financial assetsE"on financial assetsE

repayments <=,45 <,G<2 G,16G <46,=49 <5<,566 G2,146

(ithholding ta@ receivable =5G,G5= 945,4G 3 3 3 3

thers =,52 <,116 =6,<64 =4<,=66 <=G,15= <65,666

5G5,942 15,<5= <=9,65 42G,52 =<<,1< 956,41

Total other assets <,=6,942 <,91,99 G56,169 <,<2<,<G1 515,141 5<G,2=G

5.995.995.995.99 !etirement benefit assetD7obligations8!etirement b enefit assetD7obligations8!etirement b enefit assetD7obligations8!etirement b enefit assetD7obligations8

7i87i 87i87 i8 ef ined contr ibution s chemeefined contribution schemeefined contribution schemeefined contribution scheme

7ii87ii87ii87 ii8 efine d b ene fi t sche meefined benefit schemeefined benefit schemeefined benefit scheme

7a8 Staff gratuity plan

The group operates a defined benefit staff gratuity plan here Hualifying employees receive a lump sum payment based on the terminal emolument of basic

salary, transport and housing alloance on date of disengagement on a graduated scale based on the number of years served after an initial Hualifying period of

ten years.

ebt securities are pledged as collateral to secure liabilities under repurchase agreements ith various banks. The disclosure above includes any transferred

assets associated ith liabilities under repurchase agreements as disclosed in "ote 5.95. All the liabilities under repurchase agreements for hich assets have

been pledged as collateral mature under < month.

The &roup and its employees make a oint contribution of <4U basic salary, housing and transport alloance to each employeeWs retirement savings account

maintained ith their nominated pension fund administrators.





92<992<992<992<9 92<<92<<92<<92<< 92<292<292<292<2 922G922G922G922G 922G922G922G922G 9226922692269226


er $onsolidated statement of financial positionE

AssetD7liability8 7note iii8 44,4<4 <2,<< 7<1,248 3 3 3

$harge pe r Statement of $onsolidated IncomeE

Staff gratuity plan =,411 =1,49< 9,264 <=2,G64 GG,12 2,G<



92<992<992<992<9 92<<92<<92<<92<< 92<292<292<292<2 922G922G922G922G 922G922G922G922G 9226922692269226


7iii87iii87iii87 ii i8 e fi ned bene fit ob liga ti onefined benefit obligationefined benefit obligationefined benefit obligation

lan assetslan assetslan assetslan assetsAt the beginning of the period 19,==< <1,222 =46,=5 995,49 <=G,1<9 <<2,9=G

%@pected return on plan assets 44,21 1,222 3 3 3 3

Actuarial gainsD7losses8 6,G19 =,=5G 3 3 3 3

Benefits paid 3 7=,268 7=9,2=28 3 7<<,1928 7<<,4<8

Additions 3 3 94,162 <=2,G64 GG,12 2,G<

At the end of the period 491,1GG 19,==< =49,265 =46,=5 995,49 <=G,1<9

efined benefit obligationefined benefit obligationefined benefit obligationefined benefit obligation

At beginning of period 74<,G928 7=16,G98 7=46,=58 7995,498 7<=G,1<98 7<<2,9=G8

$urrent service cost 7=G,G68 7=1,49<8 3 3 3 3

Interest cost 74G,298 7<,2228 3 3 3 3

Actuarial 7gains8Dlosses 5G,526 76,G448 3 3 3 3

Benefits paid 3 =,26 =9,2=2 3 <<,192 <<,4<

$harge for the year 3 3 79,2648 7<=2,G648 7GG,128 72,G<8

75<,<68 74<,G928 7=16,G98 7=46,=58 7995,498 7<=G,1<98

!etirement benefit D7liability8 44,4<4 <2,<< 7<1,248 3 3 3

5.9=5.9=5.9=5 .9 = efe rr ed ta @eferred ta@eferred ta@eferred ta@

eferred ta@ liabilit ieseferred ta@ liabilit ieseferred ta@ liabilit ieseferred ta@ liabilit ies

Fi@ed assets 3 3 1G,<14 3 3 3

&eneral provision on commercial bills 3 3 7=2,2<18 3 3 3

3 3 =G,<G 3 3 3

eferred ta@ assetseferred ta@ assetseferred ta@ assetseferred ta@ assetsFi@ed assets 3 3 3 91,<69 =5,<9G 9=,2=6

&eneral provision on commercial bills 3 3 3 G<,<61 <25,<9< G,15

rovision for gratuity 3 3 3 3 3 <5,=14

Accelerated ta@ depreciation =,G46 7<2,1228 16,696 3 3 3

Ta@ loss carry forard <,=4G,149 95,GG9 69,2G2 69,2G2 69,2G2 <<<,55=

&ratuity post retirement benefit <26,G54 <=4,451 3 3 3 3

thers <5,1= 1,65 3 3 3 3

<,G2,9<G <4G,44 <42,G<6 <GG,46 991,=2 92<,1=

"et deferred ta@ asset"et deferred ta@ asset"et deferred ta@ asset"et deferred ta@ asset <,G2,9<G <4G,44 <42,G<6 <GG,46 991,=2 92<,1=






FS) Funding S/ lc The "<22,222,222,222 ebt Issuance rogramme. <<=

5.=<5.=<5.=<5 .= < S ha re ca pita lShare capitalShare capitalShare capital

AuthorisedAuthorisedAuthorisedAuthorised

=,<22,222,222 rdinary shares of "< each =,<22,222 =,<22,222 =,<22,222 =,<22,222 =,<22,222 =,<22,222

Issued and fully paidIssued and fully paidIssued and fully paidIssued and fully paid

9,5G,5G=,5=2 rdinary shares of "< each 9,5G,5G 9,5G,5G 9,5G,5G 9,5G,5G 9,5G,5G 9,5G,5G

5.=95.=95.=95.=9 Share premium and reservesShare premium and reservesShare premium and reservesShare premium and reserves

The nature and purpose of the reserves in eHuity are as follosE

7i8 Share premiumShare premiumShare premiumShare premium

7ii8 T re asur y sha re re se rveTreasury share reserveTreasury share reserveTreasury share reserve

7iii8 ! eta ine d e ar ni ngs!etained earnings!etained earnings!etained earnings

7iv8 Sta tutor y r ese rveStatutory reserveStatutory reserveStatutory reserve

7v8 Av ail ab le 3for 3s ale re se rveAvailable 3for3sale reserveAvailable 3for3sale reserveAvailable 3for3sale reserve

7vi8 $r ed it risk re se rv e$redit risk reserve$redit risk reserve$redit risk reserve



92<992<992<992<9 92<<92<<92<<92<< 92<292<292<292<2 922G922G922G922G 922G922G922G922G 9226922692269226


At the beginning of period <,159 <6G,154 3 3 3 3

$hargeD7ite3back8 to retained earnings <55,6< 34,22= 3 3 3 3

At end of period =99,61 <,159 3 3 3 3

A further reconciliation of credit risk reserve for 92<< and 92<9 is as follosE

rudential guideline provisionE 411,464 411,464 3 3 3 3

3 Specific provisions =99,61 <,159 3 3 3 3

3 &eneral provisions 66G,25< 5<<,945 3 3 3 3

IF!S inpairment alloanceE

3 financial assets calssified as loans and advances 3411,464 3411,464 3 3 3 3

$redit risk reserve$redit risk reserve$redit risk reserve$redit risk reserve =99,61 <,159 3 3 3 3

5.==5.==5.==5.== !evaluat ion reserve!evaluation reserve!evaluation reserve!evaluation reserve

*nder "igeria &AA, loan loss provisioning is made in accordance ith the rudential &uidelines for eposit #oney Banks in "igeria issued by the $entral Bank of

"igeria for each account that is not performing in accordance ith the folloing termsC 7<8 G2 days but less than <62 days 7<2U8C 798 <62 days but less than =12

days 742U8 and over =12 days 7<22U8. In addition, a minimum of <U general provision is made on all risk assets and hich are deemed performing and have not

been specifically provided for. The e@cess of the impairment under "3&AA over the impairment under 7IAS =G8 IF!S has been transferred to a non3distributable

regulatory reserve in line ith the reHuirements of the $entral Bank of "igeria.


The revaluation reserve shos the effects from the fair value measurement of financial instruments of the available for sale category 7AFS8. Any gains or losses on

this class of financial instruments are not recognised in the $onsolidated income statement until the asset has been sold or impaired.

This represent 9<.9million units of the BankWs shares held by FS) Staff $o3operative Society. The $o3operative Society holds 6.1U of the issued share capital

of the bank and are held by the trustees to the scheme. The statement of affairs of the scheme have been consolidated into this financial statements.

remiums from the issue of shares are reported in share premium.

!etained earnings comprise the undistributed profits from previous years, hich have not been reclassified to the other reserves.

In accordance ith the statutory guidelines for discount houses, <2U of profit after ta@ation has been transferred to statutory reserve. In addition, ension Alliance

+imited, a subsidiary company in the group, has transferred <9.4U of its profit after ta@ation to statutory reserve account hich is reHuired to be done on an

annual basis under e@isting legislation.




FS) Funding S/ lc The "<22,222,222,222 ebt Issuance rogramme. <<4

5.=15.=15.=15.=1 $ontingent liabilities and commitments$ontingent liabilities and commitments$ontingent liabilities and commitments$ontingent liabilities and commitments

7i8 +egal proceedings+egal proceedings+egal proceedings+egal proceedings


3333333 As at =2 ? une 3333333[3333333 As at =2 ?une 3333333[3333333 As at =2 ? une 3333333[3333333 As at =2 ?une 3333333[

92<992<992<992<9 92<<92<<92<<92<< 92<292<292<292<2 922G922G922G922G 922G922G922G922G 9226922692269226


7ii8 $a pita l commitme nt s$apital commitments$apital commitments$apital commitments

utstanding capital e@penditure

commitments on intangible assets not

provided 5,654 3 3 3 3 3

5.=55.=55.=55.=5 !elated party transactions!elated party transactions!elated party transactions!elated party transactions

7i8 'ey management personnel and their related entities7i8 'ey management personnel and their related entities7i8 'ey management personnel and their related entities7i8 'ey management personnel and their related entities


7a8 $ompensation Z333333333 -ear ended =< ecember 33333333Z333333333 -ear ended =< ecember 33333333Z333333333 -ear ended =< ecember 33333333Z333333333 -ear ended =< ecember 33333333


=<=<=<=<


92<992<992<992<9 92<<92<<92<<92<< 92<292<292<292<2 922G922G922G922G 922G922G922G922G 9226922692269226


(ages and salaries =91,69 95<,6G4 3 3 3 3

ension costs 9<,15 <6,<9 3 3 3 3

=6,6G 9G2,=25 3 3 3 3

'ey management staff has been defined as members of the management e@ecutive committee of the &roup.

7b8 +oans and advances

+oans outstanding <G1,=19 9<1,26 3 3 3 3

7ii8 irectors and re lated entities7ii8 irectors and re lated entities7ii8 irectors and re lated entities7ii8 irectors and re lated entities

7a8 Transactions

3333

3333

7iii8 Subsidiaries7iii8 Subsidiaries7iii8 Subsidiaries7iii8 Subsidiaries

7a8 ,eposits

The loans issued to key management personnel as disclosed above represent staff loans and payable beteen tenors ranging from < to <4 years depending on

the loan type. The significant loan type is the mortgage loans advanced to Hualifying staff in employ of the &roup over 4 years. The mortgage loans are

collateralised by the underlying property. There ere no loan loss provision related to the amounts outstanding.

The Bank used Sift "etorks as one of its Internet Service roviders 7IS8, a company in hich #r. an Agbor is a director. The related connectivity costs is

included in the e@penses in the Statement of consolidated income

This represents liabilities under repurchase agreement investments balances of the subsidiaries ith FS) #erchant Bank +imited. The discount e@pense and

balances due to customers have been eliminated in the consolidated group figures.

The sum of "<15.12 million in ork3in3progress under "ote 5.9 on intangible assets relates to paid capital e@penditure in respect of ne banking softare

acHuired by the parent company as part of its transformation proect to a merchant bank. The "5.65million disclosed represents unpaid commitments 7not

provided for8 as at =< ecember 92<9.

The Bank contracts the legal services of the la firm of *do *doma : Belo3sagie, a la partnership firm related to #r. an Agbor and #rs #yma Belo3sagie

7non3e@ecutive directors8 on a retainership basis. The retainership also covers the secretarial services provided by Alsec "ominees +imited to the bank. The

retainership fees is included in the e@penses in the Statement of consolidated income

A number of transactions are entered into ith related parties in the normal course of business. These include advisory, investments and securitiesW transactions. In

line ith IAS 9, the &roup categorised its shareholders, directors, members of its e@ecutive management committee and their related entities or persons of

influence ith hich the &roup had transactions for disclosure purposes.


The &roup has litigation and claims hich arose in the normal course of business and they are being contested by the &roup. The directors, having sought

professional legal counsel, are of the opinion that no loss ill eventuate, hence no provision has been made for them in these financial statements, nor contingent

liabilities. There ere no contingent liabilities not disclosed in these financial statements.



SSSSTAT*T!-TAT*T!-TAT*T!-TAT*T!- :::: &&&&%"%!A+%"%!A+%"%!A+%"%!A+ IIII"F!#ATI""F!#ATI""F!#ATI""F!#ATI"

FS) Funding S/ lc The "<22,222,222,222 ebt Issuance rogramme. <<G

irectorsJ InterestsirectorsJ InterestsirectorsJ InterestsirectorsJ Interests

The direct and indirect interests of the directors of FS) in the issued share capital of the $ompany recorded in

the !egister of #embers as at ecember =<, 92<9 as confirmed by the $ompany ere as follosE

)olding)olding)olding)olding

irectorirectorirectorirector irectirectirectirect IndirectIndirectIndirectIndirect ercentage 7U8ercentage 7U8ercentage 7U8ercentage 7U8

#r. saro Isokpan "il "il "il

#r. Sobandele Sobano

7!epresenting AII$ Insurance lc8 "il 4,456,52< <.1=

#r. !ilan Belo3sagie "il "il "il

#rs. )amdah Ambah "il "il "il

#rs. #uhibat Abass

7!epresenting *"I$ $FA +imited8 "il 4=,<14,944 <.G2

#r. aniel Agbor7!epresenting '#$ Investment +imited8 "il 656,GG2,6 =<.4

#rs. #yma Belo3sagie

7!epresenting '#$ Investment +imited8 "il 656,GG2,6 =<.4

#r. /incent moike

7Independent irector8 "il "il "il

#r. lufemi Agbae "il "il "il

#r. Bello &arba "il "il "il

#s. lufunsho lusanya "il "il "il

SubsidiariesSubsidiariesSubsidiariesSubsidiaries and Associated $ompaniesand Associated $ompaniesand Associated $ompaniesand Associated $ompanies

As at the date of this Shelf rospectus, the Sponsor had the folloing SubsidiariesE

SubsidiariesESubsidiariesESubsidiariesESubsidiariesE )olding 7U8)olding 7U8)olding 7U8)olding 7U8

ension Alliance +imited 4<

FS) Asset #anagement +imited GG.5

FS) Asset #anagement +imited in hich the bank holds GG.5U interests, holds a GG.GU interest in FS)

Securities +imited, a company involved in stock broking and issuing house activities.

$laims : +itigation$laims : +itigation$laims : +itigation$laims : +itigation

The Solicitors ere provided ith a number of claims and litigation files in relation to the Sponsor, hich

revealed that as at the 1th of ?une 92<=, the $ompany as involved in three 7=8 cases hich all relate to thefailure to repay loans or fees arising in the ordinary course of business, to of hich ere instituted by the

Sponsor.

The total amount claimed in litigation against the Sponsor is "542,222.22 7Seven )undred and Fifty Thousand

"aira8 inclusive of claims for interest payable on the stated sum. The total amount being claimed by the

$ompany against its debtors is "15G,=1,291.4= 7Si@ )undred and Seventy "ine #illion, Four )undred and

Thirty Si@ Thousand, Tenty Si@ "aira and Fifty Three 'obo8.



SSSSTAT*T!-TAT*T!-TAT*T!-TAT*T!- :::: &&&&%"%!A+%"%!A+%"%!A+%"%!A+ IIII"F!#ATI""F!#ATI""F!#ATI""F!#ATI"


In the absence of any information to the contrary, it is therefore our opinion that to the best of our knoledge

and belief as at the date hereof, that none of the aforementioned cases is likely to have a material adverse effect

on the $ompany or the Issue.

ff Balance Sheet Itemsff Balance Sheet Itemsff Balance Sheet Itemsff Balance Sheet Items

As at ecember =<, 92<9 the Sponsor had no ff Balance Sheet Items other than in the ordinary course of

business.

eclarationseclarationseclarationseclarations

%@cept as otherise disclosed in this Shelf rospectusE

7a8 "o share of the $ompany is under option or agreed conditionally or unconditionally to be put under

optionC

7b8 "o commissions, brokerages or other special terms have been granted by the $ompany to any person in

connection ith the ebt Issuance rogramme or sale of any securities of the $ompanyC

7c8 Save as disclosed herein, the directors of the $ompany have not been informed of any holding

representing 4U or more of the issued share capital of the $ompanyC

7d8 There are no foundersJ, management or deferred shares or any options outstanding in the $ompanyC

7e8 There are no material service agreements beteen the $ompany or any of its irectors and employees

other than in the ordinary course of businessC

7f8 There are no long3term service agreements beteen the $ompany or any of its irectors and employees

other than in the ordinary course of businessC

7g8 "o irector of the $ompany has had any interest, direct or indirect, in any property purchased or proposed

to be purchased by the $ompany in the five years prior to the date of this Shelf rospectusC

7h8 "o prosecution has commenced against the $ompany or any of its subsidiaries in respect of any breach of

any securities or banking las or $A#AC

7i8 "o action has been taken against the $ompany by The "S% in respect of any breach of the listing

reHuirements of The %@change.

Further declarationsDinformation in respect of shareholdersDkey management staff

It is further declared that to the best of knoledge of irectors as at the ?anuary =<, 92<9E

7a8 "one of the above is under any bankruptcy or insolvency proceedings in any court of laC

7b8 "one of them has been convicted in any criminal proceedingC

7c8 "one of them is subect of any order, udgment or ruling of any court of competent urisdiction or regulatory

body relating to fraud or dishonesty.

#aterial $ontracts#aterial $ontracts#aterial $ontracts#aterial $ontracts

The folloing agreements have been entered into and are considered material to this rogrammeE

• A rogramme Trust eed dated ctober 5, 92<= beteen FS) Funding S/ lc and *BA Trustees

+imited in connection ith the rogramme. The e@tracts of the rogramme Trust eed are set out in

pages 11 to 69 of this Shelf rospectus.

• A #aster "otes Issuance Agreement dated ctober 5, 92<= beteen FS) #erchant Bank +imited, *BA

Trustees +imited and FS) Funding S/ lc.

• eed of *ndertaking dated ctober 5, 92<= beteen FS) #erchant Bank +imited, FS) Funding S/

lc and *BA Trustees +imited.

• A Share Trust eed dated ctober 5, 92<= beteen FS) and First Trustees "igeria +imited.

ther materials contracts in respect of any issuance of Bonds under the rogramme ill be disclosed in the

Applicable ricing Supplement issued in respect of that Series of Bonds.



FS) Funding S/ lc The "<22,222,222,222 ebt Issuance rogramme. <9=

FFFF!# F!# F!# F!# F !I$I"&!I$I"&!I$I"&!I$I"& SSSS*+%#%"T*+%#%"T*+%#%"T*+%#%"T

Set out belo is the form of ricing Supplement hich ill be prepared by the Issuer for each Series of "otes issued under the rogrammeE

ricing Supplementricing Supplementricing Supplementricing Supplement

To the Shelf rospectus dated M]OTo the Shelf rospectus dated M]OTo the Shelf rospectus dated M]OTo the Shelf rospectus dated M]O

FS) Funding S/FS) Funding S/FS) Funding S/FS) Funding S/ lclclclc7!$ MNO8

ffer for Subscripffer for Subscripffer for Subscripffer for Subscriptiontiontiontion of of of of MMMMNONONONO ue Mue Mue Mue MNONONONO

*nder the*nder the*nder the*nder the """"<<<<22222,222,222,2222,222,222,2222,222,222,2222,222,222,222 FS) Funding S/ lcFS) Funding S/ lcFS) Funding S/ lcFS) Funding S/ lc ebt Issuance rogrammeebt Issuance rogrammeebt Issuance rogrammeebt Issuance rogramme

Issue riceEIssue riceEIssue riceEIssue riceE MMMMNONONONO per unitper unitper unitper unit

ayable in full on Applicationayable in full on Applicationayable in full on Applicationayable in full on Application

This ricing Supplement is prepared for the purpose of !ule 27$8 of the !ules and !egulation of the Securities : %@change $ommission 7“the $ommission0

or S%$8 in connection ith the "<22,222,222,222.22 ebt Issuance rogramme established by FS) Funding S/ lc 7“the Issuer08. This ricing Supplement

is supplemental to, and should be read in conunction ith, the Shelf rospectus dated M•O and any other supplements to the Shelf rospectus to be issued

by the Issuer. Terms defined in the Shelf rospectus have the same meaning hen used in this ricing Supplement.

To the e@tent that there is any conflict or inconsistency beteen the contents of this ricing Supplement and the Shelf rospectus, the provisions of this

ricing Supplement shall prevail. This ricing Supplement may be used to offer and sell the Bonds only if accompanied by the Shelf rospectus. $opies of the

Shelf rospectus can be obtained from any of the Issuing )ouses.

The registration of the Shelf rospectus and this ricing Supplement shall not be taken to indicate that the $ommission endorses or recommends the

Securities or assumes responsibility for the correctness of any statements made or opinions or reports e@pressed in the Shelf rospectus or this ricing

Supplement. "o Securities ill be a llotted or issued on the basis of the Shelf rospectus read together ith this ricing Supplement later than to years after

the date of the issue of the Shelf rospectus.

This ricing Supplement contains particulars in compliance ith the reHuirements of the $ommission for the purpose of giving information ith regard to

the Securities being issued hereunder 7the “Series < Bonds0 or “Bonds08. Application has been made to the $ouncil of the %@change for the admission of the

Bonds to the aily fficial +ist of the %@change. The Bonds no being issued ill upon admission to the aily fficial +ist Hualify as a security in hich

Trustees may invest under the Trustee Investments Act 7$ap T998 +as of the Federation of "igeria, 922. The Bonds also Hualify as a &overnment Security

under Section 927<87g8 of the ersonal Income Ta@ Act, $ap 6, +F", 922 as ell as Section7<G8798 of the $ompanies Income Ta@ Act, $ap $9<, +F", 922.

The Issuer accepts full responsibility for the accuracy of the information contained in this ricing Supplement. The Issuer declares that having taken

reasonable care to ensure that such is the case, the information contained in this ricing Supplement is, to the best of its knoledge, in accordance ith the

facts and does not omit anything likely to affect the import of such information and that save as disclosed herein, no other significant ne factor, material

mistake or inaccuracy relating to the information included in the Shelf rospectus has arisen or has been noted, as the case may be, since the publication of

the Shelf rospectus. Further, the material facts contained herein are true and accurate in all material respects and the Issuer confirms that, having made all

reasonable enHuiries, to the best of its knoledge and belief, there are no material facts, the omission of hich ould make any statement contained herein

misleading or untrue.

FI"A+ T%!#S F S%!I%S MFI"A+ T%!#S F S%!I%S MFI"A+ T%!#S F S%!I%S MFI"A+ T%!#S F S%!I%S M^OOOO B"B"B"B"SSSS

<. IssuerE FS) Funding S/ lc 9. Series "umberE MNO

=. Aggregate rincipal Amount of SeriesE MNO

. 7i8 Issue riceE MNO

7ii8 "et roceedsE MNO

4. enomination7s8E MNO

1. 7i8 Issue ateE MNO

7ii8 Interest $ommence ate 7if

different from Issue ate8E

MNO

5. #aturity ateE MNO

6. rincipal #oratoriumE MNO





G. Interest BasisE MMNO U Fi@ed !ateO

MMNO U Floating !ateO

<2. !edemptionDayment BasisE MNO

<<. StatusE MNO <9. SecurityE MNO

<=. +isting7s8E MNO

<. #ethod of istributionE MNO

<4. ffer eriod MNO

!/ISI"S !%+ATI"& T I"T%!%ST 7IF A"-8!/ISI"S !%+ATI"& T I"T%!%ST 7IF A"-8!/ISI"S !%+ATI"& T I"T%!%ST 7IF A"-8!/ISI"S !%+ATI"& T I"T%!%ST 7IF A"-8 A-AB+%A-AB+%A-AB+%A-AB+%

<1. Fi@ed !ate "ote rovisions MNO

7i8 Interest !ate MNO

7ii8 Interest ayment ate7s8 Dayment

atesE MNO

7iii8 Interest Amount7s8E MNO

7iv8 Business ay $onventionE MFolloing Business ay $onventionD

receding Business ay $onventionD

#odified Business ayO

7v8 Business ayE MNO

7vi8 ther terms relating to method of

calculating interest for Fi@ed !ate "otesE

M"ot ApplicableD&ive etailsO

<5. Floating !ate "ote rovisionsE MNO 7if not delete the remaining sub3paragraphs of

this paragraph8

7i8 Interest ayment ate7s8E MNO7ii8 !eference BanksE MNO

7iii8 Spread 7if applicable8E MNO

7iv8 arty responsible for calculating

interest rate and interest amount7s8E

MNO

7v8 !elevant Time 7if applicable8E MNO

7vi8 Screen !ate eterminationE MNO

3 BenchmarkE MNO

3 Interest etermination ates7s8E MNO

3 !elevant Screen age MNO

7vii8 ay $ount Fraction ActualDActualC ActualD=12

!/ISI"S !%+ATI"& T !%%#TI"!/ISI"S !%+ATI"& T !%%#TI"!/ISI"S !%+ATI"& T !%%#TI"!/ISI"S !%+ATI"& T !%%#TI"

<6. ptional %arly !edemption 7$all ption8E MApplicableD"ot ApplicableO

<G. ptional %arly !edemption 7ut ption8E MApplicableD"ot ApplicableO

92. Scheduled !edemptionDAmortisationE MApplicableD"ot ApplicableO

9<. !edemption Amount7s8E MNO

99. Scheduled !edemption atesE MNO

9=. Final !edemption AmountE MNO




&%"%!A+ !/ISI"S A+I$AB+% T T)% "T%S&%"%!A+ !/ISI"S A+I$AB+% T T)% "T%S&%"%!A+ !/ISI"S A+I$AB+% T T)% "T%S&%"%!A+ !/ISI"S A+I$AB+% T T)% "T%S

9. Form of "otesE ematerialiKed "otes

7i8 Form of ematerialiKed "otesE M!egisteredD$ertificateDematerialiKedO7ii8 !egistrarE MNO

94. Trustee7s8E MNO

91. !ecord ateE MNO

95. ther terms or special conditionsE MNO

IST!IB*TI", $+%A!I"& A" S%TT+%#%"TIST!IB*TI", $+%A!I"& A" S%TT+%#%"TIST!IB*TI", $+%A!I"& A" S%TT+%#%"TIST!IB*TI", $+%A!I"& A" S%TT+%#%"T !/ISI"S!/ISI"S!/ISI"S!/ISI"S

96. *nderrittenDBook3buildingE MNO

9G. If *nderritten, names of *nderriters MNO

=2. $learing SystemE $entral Securities $learing System lc

&%"%!A+&%"%!A+&%"%!A+&%"%!A+

=<. !atingE MNO

=9. Ta@ationE MNO

==. &overning +a "igeria

A%"I$%SA%"I$%SA%"I$%SA%"I$%S

=. AppendicesE M+ist and Attach Appendices if applicableO

*S% F !$%%S*S% F !$%%S*S% F !$%%S*S% F !$%%S

MInsert details of use of proceedsO

#AT%!IA+ A/%!S% $)A"#AT%!IA+ A/%!S% $)A"#AT%!IA+ A/%!S% $)A"#AT%!IA+ A/%!S% $)A"&% STAT%#%"T&% STAT%#%"T&% STAT%#%"T&% STAT%#%"T

%@cept as disclosed in this document and in the Shelf rospectus dated M^O, there has been no significant change

in the financial or trading position of the Issuer since Minsert date of last audited accounts or interim accounts 7if

later8O and no material adverse change in the financial position or prospects of the Issuer since Minsert date of last

published annual accountsO.

fsdh - prospectus

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