#1Oando Plc Oando Investor Presentation November, 2015 www.oandoplc.com TH Oando ..the energy to inspire 杯#2Disclaimer Oando This presentation does not constitute an invitation to underwrite, subscribe for, or otherwise acquire or dispose of any Oando Plc (the "Company") shares or other securities. This presentation includes certain forward looking statements with respect to certain development projects, potential collaborative partnerships, results of operations and certain plans and objectives of the Company including, in particular and without limitation, the statements regarding potential sales revenues from projects, the both current and under development, possible launch dates for new projects, ability to successfully integrate acquisitions or achieve production targets, and any revenue and profit guidance. By their very nature forward looking statements involve risk and uncertainty that could cause actual results and developments to differ materially from those expressed or implied. The significant risks related to the Company's business which could cause the Company's actual results and developments to differ materially from those forward looking statements are discussed in the Company's annual report and other filings. All forward looking statements in this presentation are based on information known to the Company on the date hereof. The Company will not publicly update or revise any forward looking statements, whether as a result of new information, future events or otherwise, other than is required by law. Past performance is no guide to future performance and persons needing advice should consult an independent financial adviser. All estimates of reserves and resources are classified in line with NI 51-101 regulations and Canadian Oil & Gas Evaluation Handbook standards. All estimates are from an Independent Reverses Evaluator Report having an effective date of 31st December 2014. BOES [or McfGES, or other applicable units of equivalency] may be misleading, particularly if used in isolation. A BOE conversion ratio of 6 Mcf: 1 bbl [or an McfGE conversion ratio of 1 bbl: 6 Mcf] is based on an energy equivalency conversion method primarily applicable at the burner tip and does not represent a value equivalency at the wellhead. The estimates of reserves and future net revenue for individual properties may not reflect the same confidence level as estimates of reserves and future net revenue for all properties, due to the effects of aggregation. Reserves: Reserves are volumes of hydrocarbons and associated substances estimated to be commercially recoverable from known accumulations from a given date forward by established technology under specified economic conditions and government regulations. Specified economic conditions may be current economic conditions in the case of constant price and un-inflated cost forecasts (as required by many financial regulatory authorities) or they may be reasonably anticipated economic conditions in the case of escalated price and inflated cost forecasts. Possible Reserves: Possible reserves are quantities of recoverable hydrocarbons estimated on the basis of engineering and geological data that are less complete and less conclusive than the data used in estimates of probable reserves. Possible reserves are less certain to be recovered than proved or probable reserves which means for purposes of reserves classification there is a 10% probability that more than these reserves will be recovered, i.e. there is a 90% probability that less than these reserves will be recovered. This category includes those reserves that may be recovered by an enhanced recovery scheme that is not in operation and where there is reasonable doubt as to its chance of success. Proved Reserves: Proved reserves are those reserves that can be estimated with a high degree of certainty on the basis of an analysis of drilling, geological, geophysical and engineering data. A high degree of certainty generally means, for the purposes of reserve classification, that it is likely that the actual remaining quantities recovered will exceed the estimated proved reserves and there is a 90% confidence that at least these reserves will be produced, i.e. there is only a 10% probability that less than these reserves will be recovered. In general reserves are considered proved only if supported by actual production or formation testing. In certain instances proved reserves may be assigned on the basis of log and/or core analysis if analogous reservoirs are known to be economically productive. Proved reserves are also assigned for enhanced recovery processes which have been demonstrated to be economically and technically successful in the reservoir either by pilot testing or by analogy to installed projects in analogous reservoirs. Probable Reserves: Probable reserves are quantities of recoverable hydrocarbons estimated on the basis of engineering and geological data that are similar to those used for proved reserves but that lack, for various reasons, the certainty required to classify the reserves are proved. Probable reserves are less certain to be recovered than proved reserves; which means, for purposes of reserves classification, that there is 50% probability that more than the Proved plus Probable Additional reserves will actually be recovered. These include reserves that would be recoverable if a more efficient recovery mechanism develops than was assumed in estimating proved reserves; reserves that depend on successful work-over or mechanical changes for recovery; reserves that require infill drilling and reserves from an enhanced recovery process which has yet to be established and pilot tested but appears to have favorable conditions FU L#3Contents wwwwwwwww 01 08 27 32 GRUMP 46 Executive Summary Upstream Operations • Oando Energy Resources (OER) Oando Energy Services (OES) • Midstream Operations • Oando Gas & Power (OGP) Downstream Operations Oando Terminals (OT) •Oando Supply & Trading (OST) Oando Marketing (OMP) Corporate Social Responsibility (CSR) ⚫Oando Foundation 53 Appendix 杯 TH Oando#4Executive Summary Oando ...the energy to inspire TH 杯#5Oando Overview Oando JSE PARENT LISTING Primary Listing > NSE Secondary Listing ▸ JSE UPSTREAM LISTING Subsidiary TSX Oando Energy Resources Listing TSX FINANCIAL OVERVIEW -$2.21 BN 2014 Revenue $2.06 BN Enterprise Value 533M Market Capitalisation Information dated 9th November 2015 2 • Reflects 25% equity stake in Downstream post-divestment based on implied equity valuation (100%) of $241m per proposed SPA adj • Enterprise Value excludes value of interest in HQ building and other real estate assets . Adjusted net debt estimate as at September 25, 2015 (Total debt less convertible loan notes, adjusted for cash) PUBLIC LISTING 杯 L#63 1956-1994 History of Oando (1956 - 2015) Oando The company commenced business in 1956 with operations as a petroleum marketing company in Nigeria under the name "ESSO West Africa Incorporated", a subsidiary of Exxon Corporation of the USA The Federal Government of Nigeria (FGN) bought Esso's interest in 1976 and thus became sole • owners of the company. The company was then re- branded "Unipetrol Nigeria Limited" Unipetrol became a Public Limited Company in 1991 and 60% of the company's shareholding was sold to the Nigerian Public under the first phase of the privatization exercise In February 1992, the company was quoted on the Nigerian Stock Exchange (NSE) Ocean and Oil Services limited was founded in 1994 to supply and trade petroleum products within Nigeria and worldwide 2000 Unipetrol acquired 40% in the equity of Gaslink Nigeria Limited to utilize its exclusive Gas Sale and Purchase Agreement with Nigeria Gas Company, and later increased the stake to 51% in 2001 Ocean & Oil holdings acquired 30% controlling stake in Unipetrol through the purchase of the FGN's stake in the company The company later increased its controlling stake to 42% in 2001 Agip 2002 The company bid for and acquired 60% in the equity of Agip Nigeria Plc from Agip Petroli International Oando 2003 Unipetrol Nigeria Plc merged with Agip Nigeria Plc and was rebranded "Oando" Oando Marketing emerged as a Downstream Group with the largest footprint in Nigeria Oando 2004 Oando Trading Limited and Oando Supply & Trading Limited was incorporated Oando Gas & Power (OGP) emerged as a result of Gaslink's gas distribution franchise and Oando's customer base Oando 2005 Oando became the first African company to achieve a cross-border inward listing on the JSE Oando Energy Services (OES) was incorporated GASLINK 2007 Gaslink lays 100km gas distribution pipeline in Lagos OES acquires 2 drilling rigs BO SO 2008 Oando emerged Nigeria's first indegenous oil company with interest in producing deepwater assets by the acquisition of 15% equity in OMLS 125 & 134 OES acquired an additional drilling rig 2009 2 swamp rigs acquired; bringing the total rig count to 5 Gaslink phase 3 gas pipeline completed 2010 OGP launched it's first Independent Power Plant, Akute IPP, a 12.15MW power plant for Lagos Water Corporation The company successfully completed a $140 million rights issue which was 128% oversubscribed chgc 2011 Central Horizon Gas Company (CHGC) is awarded mandate for River state gas distribution Completed construction and commissioned of the 128KM Eastern Horizon Gas Company (EHGC) Pipeline FGN awards Oando/Agip consortium $3Bn Central Processing Facility By Resour 2012 The company completes the reverse takeover of Exile Resources to subsequently become Oando Energy Resources (OER), listed on the Toronto Stock Exchange (TSX) 40% farm-in to Qua Ibo (OML 13) Alausa Pawer Limited 2013 Commissioned 10.4 MW Alausa IPP to provide electricity to the Lagos state Government $341 million successful Rights Issue, 101% subscribed $200 million Private Placement to a consortium of private investors 2014 Oando acquires Conoco Phillips Nigerian business for $1.5 billion $250 million sale of EHGC OER successfully completes $50 million private placement Oando 2015 Oando reaches agreement to divest 60% of downstream business to Helios-Vitol consortium for $461 million $250 million successful Rights Issue, TH L#74 Financial Highlights Oando Profit & Loss Statement 2014 Revenue Contribution 2014 EBITDA 2014 Net Profit Contribution2 Contribution² $' Million 9M Sept 2015* 2014 2013 2012 Revenue 1,347 2,561 2,944 4,190 Revenue Growth (38%) (13%) (30%) 15% 3% 7% EBITDA 175 271 306 237 EBITDA Margin 13.0% 10.6% 10.4% 5.7% 36% Net Income (246) (1,106)' 9 69 Net Income Margin (18.2%) (43.2%) 0.3% Balance Sheet Statement 1.7% 85% 90% 64% $' Million 9M Sept 2015* 2014 2013 2012 Fixed Assets 2,888 1,688 1,101 839 Cash & Bank 99 255 178 86 Short Term Debt 1,092 1,683 1.182 1,376 6% 5% Long Term Debt 780 878 463 484 4% Net Debt 1,772 2,412 1,466 1,026 Total Equity 279 246 1,046 679 * 9 Months September, 2015 Unaudited Results 1 Includes $1,007M in impairments 2 Reflects positive contribution from entities 3 ODS Oando Downstream E&P OES OGP ■ODS³ 杯 TH L#8Business Overview Oando EXPLORATION & PRODUCTION ENERGY SERVICES GAS & POWER TERMINALS SUPPLY & TRADING MARKETING 2 55 kboepd 9M September 2015 Average Net Production 542 mmboe 2P Reserves + 2C Resources 4 Swamp Rigs >40% Market Share 125 Km Pipeline Network 22.55 MW Power Generation Capacity 45,000MT €15* Dead Weight Tonnage Cargo Capacity, Apapa Jetty & Subsea Pipeline C % > › 400 of Nigeria's Fuel Requirement is Supplied by Oando Retail outlets operations in Nigeria, Ghana, Benin, Togo 5 All Reserves & Resources estimates are classified in line with NI 51-101 regulations and Canadian Oil & Gas Evaluation Handbook standards. All estimates are from an Independent Reserves Evaluator Report dated 31st December 2014 杯 HJ#96 DOWNSTREAM MIDSTREAM UPSTREAM Asset Overview Oando . Exploration & Production Energy Services Gas & Power Terminals Supply & Trading Marketing Description Largest indigenous producer in Nigeria ⚫OER Listed on the Toronto Stoch Exchange (TSX) • 93.8% ownership of OER Largest swamp drilling fleet in Nigeria servicing IOCS • 40% Market Share . First private sector company to enter gas distribution in Nigeria Current Project - Apapa Midstream Jetty: 45,000 MT Dead Weight Tonnage Cargo Capacity Largest indigenous supply and trading player in the Sub-Saharan region 15% market share in PMS importation • Large distribution footprint with access to over 1,500 trucks and 150m litres storage capacity • 15% market share in Nigeria Assets • Producing assets: OMLS 60-63, OML 125, OML 56 & OML 13. • Development & appraisal: OML 90, OML 122, OML 131, OML 134, and OML 145, . Exploration: OPL 321, OPL 323, OPL 278, OPL 282, OPL 236, EEZ 5 and EEZ 12 • 4 swamp rigs (2 in contract, 2 awaiting commencement of operation) • Drill bits and engineering services • Total fluids management •2 Gas Pipeline franchises: - GNL: 120km Lagos(110 mmscf/d Capacity) - CHGC: 5km East 2 Independent Power Plant (IPP) - Akute IPP 12.15 MW - Alausa IPP 10.40 MW Compressed Natural Gas: 5mmscf/day capacity • Central Processing Facility: 150kscm/day capacity Projects in development - Apapa Terminal upgrade - Badagry Terminal: New petroleum terminal of 210,000 MT storage capacity Trading desks and operations in Nigeria, Bermuda, South Africa, East Africa & Dubai • Trading consultants in the United Kingdom & Singapore • 400+ retail outlets; in Nigeria, Ghana & Togo 7 terminals (110ML) • 3 Aviation fuel depots • 3 lube blending plants (130m litres/annum) 10 LPG filling plants TH L#107 DOWNSTREAM MIDSTREAM UPSTREAM Strategic Highlights Oando Exploration & Production Energy Services Gas & Power Terminals Supply & Trading Marketing Current: 2015 > Production of ~55kboepd (9M Sept 2015 Average) > 2P Reserves of 420mmboe > Maintain production on OMLS 60 - 63 (Production Optimisation) > Maintain production levels on Abo field (OML 125) through drilling and completion as well as FPSO life extension > Maintain production levels from Ebendo (OML 56) through facility & pipeline enhancements > Complete facility enhancements to maintain production on Qua Ibo (OML13) › Actively engage swamp rig fleet active > Expand product offering in drilling & completion business > Execute a substantive MOU with an established international drilling company and jointly deploy additional drilling rigs > Achieve mandates for the development of embedded power generation for Distribution Companies > Complete construction of Greater Lagos Pipeline (GL4) and > Port Harcourt Pipeline Expansion projects > Grow aggregate gas pipeline utilization to average 75mmscf/d > Finalize feasibility for the ELPS-Ibadan-Ilorin-Jebba (ElIJ) gas transmission pipeline > Invest in acquisition of NIPP/Grid connected power utilities > Completion of construction & commencement of operations of the Apapa Jetty and subsea pipelines in the Lagos Port > Commission 3rd party commercial & technical feasibility for the Eastern 4KT LPG Tank farm construction › Commencement of first phase for the Apapa Terminal upgrade > Focus on increasing market share in existing markets and achieving economies of scale > Conclude on process of Group's partial divestment > Maintain a minimum (25%) current white products market share of MOMAN > Position for a partial/fully deregulated gasoline market > Maintain LPG leadership strategy amongst MOMAN whilst growing national share from 17% to 20% Midterm: 2017 > Production Target: > 80kboepd > Reserves Replacement Ratio Target of 1:1 > Organic Growth: Accelerated development programme on OMLS 60 - 63 > Inorganic Growth: Take advantage of indigenous status by participating in FGN bid rounds and IOC divestment programmes > Deploy first offshore rig through JV company > Enter into additional partnerships and jointly deploy drilling rigs > Grow Drilling & Completion business market share > Divestment of up to 51% or potential listing > Complete development and commence operation of 150MW embedded/grid power generation > Complete development and commence operation of at least 20mmscfd Mini LNG business > Grow aggregate gas pipeline utilization portfolio to an average of 100mmscf/day > Commence phased development of EIIJ gas pipeline > Commence execution of at least 300mmscfd Gas Processing Facility > Commencement of commercial & technical feasibility for 360kt ONNE Energy Quadrant > Completion of 2nd phase and commencement of 3rd phase for the Apapa Terminal Upgrade > Commencement of FEED on Badagry Terminal facility > Diversifying markets, increasing West-African presence > Business expansion and increased efficiencies > Expand white market share of the Majors to 30% > Grow non-fuel revenue Long Term: 2019 > Production Target: >100kboepd > 2P Reserves Target: >500mmboe > Enter into partnerships and jointly deploy deep-water drilling rigs > Divestment of an additional 25% > Complete development & commence operation of 80MW embedded/grid power generation > Grow aggregate gas pipeline utilization/ contracts to an average of 200mmscf/day > Commence phased development of gas distribution system in Tema industrial area (Ghana) > Commence JV partnerships in operational areas > Complete Apapa Terminal 1 upgrade > Construction of 360kt ONNE Energy Quadrant > Construction of Badagry Terminal facility > Expansion into other African markets > Explore further divestment (Group) 杯 ઊમ L#11街 Upstream Operations Oando ..the energy to inspire#12Exploration & Production 9 ABO FPSO ABO FPSO 00 Oando HU#13Oando Energy Resources (TSX:OER) - Overview (10 9M SEPT $Million 1 2015 2014 2013 2012 Revenue 355 421 127 135 Revenue Growth 44% 231% (6%) (15%) EBITDA 133 199 89 91 EBITDA Margin 38% 47% 70% 68% Net Income (63) (320) (38) 16 Net Income Margin (18%) (49%) (30%) 12% Production (mboe) 15,057 9,105 1,460 1,483 TSX Listing Producing Assets TSX AG 9M September 2015 Average Net Production Oando OML 63 Abo FPSO Drilling Rig at Ebendo 2P Reserves 2C Resources E 121.9 420.3 boepd MMboe 93.8% owned by PLC 7 OMLS 60-63, Abo, Ebendo & Qua Iboe 55,154 Average daily production rates above are reported as at 9 months September 2015. 'Figures in US$ unless otherwise stated All Reserves & Resources estimates are classified in line with NI 51-101 regulations and Canadian Oil & Gas Evaluation Handbook standards. All estimates are from an Independent Reserves Evaluator Report dated 31st December 2014 MMboe#14Oando Exploration & Production - Overview 11 Oando The combined Group of Oando Energy Resources (OER) & Oando Exploration and Production (OEPL) is the exploration and production subsidiary of Oando Plc, which has built a portfolio of oil and gas assets in Nigeria and the Gulf of Guinea. Vision: To be the Leading Indigenous E&P Player/Company on the African Continent Key Objectives: Mid-Term (2017) >80,000 boepd Long Term (2019) >100,000 boepd Long-Term Reserves 2P of 500 mmboe by 2019 All Reserves & Resources estimates are classified in line with NI 51-101 regulations and Canadian Oil & Gas Evaluation Handbook standards All estimates are from an Independent Reserves Valuation Report dated 31st December 2014 A#15OER & OEPL Asset Overview 12 13 Oando NIGERIA OML 125 Asset W.I. Operator OPL 321 & 323 OML 90 - Akepo Field OML 62 OML 56 Ebendo Field OML 60 OML 60 20% AGIP OML 61 20% AGIP OML 62 20% AGIP CAMEROON OML 134 OML 61 OPL 236 OML 63 20% AGIP OML 63 OML 125 15% ENI OPL 282 OML 122 Bilabri Field OPL 278 OML 13 - Qua Ibo Field OML 56 42.75% Energia OML 13* 40% Network E&P OML 145 Asset W.I. Operator OML 131 OML 134 15% ENI EQUATORIAL GUINEA OML 90* 40% Sogenal OML 131 100% OER OML 122* 5% Oil, 12% Gas Peak SAO TOME & PRINCIPE - NIGERIA JOINT DEVELOPMENT ZONE EEZ Block 5 OML 145 20% ExxonMobil Production Phase Development Phase Exploration Phase SAO TOME & PRINCIPE EEZ Block 12 Asset W.I. Operator EEZ 5 100% OER EEZ 12 N/A TBD OPL 321& 323 30% KNOC GABON OPL 236 95.0% OEPL OPL 278 60% OEPL OPL 282 4% Alliance Oil *OER is Technical Partner#162015 Capex Plan 13 Oando OML 125 OMLS 60-63 Development drilling, $138.7M Total CAPEX Other Assets 2015 OML 13 ญ Upper Completion of Abo 12, FPSO life extension and gathering system construction projects $67.1M completions & recompilations and environmental & safety projects $59.7M OML 56 Facility & pipeline overhauls and enhancements $7.7M OML 134 EEL $3.7M Facility Enhancements $0.6M#17Producing Assets: OMLS 60-63 (NAOC JV) Oando wwww Overview Akono Korolei 2 Egunabo 1 Ogbotobo OML 46 Osuopele Southwest 1 OML 62 Benisede Angalalei 1 Iseni 1 Opomoyo Acquired 2014 Eremor Eremor WAVE Epu 1 Oshi Zarama Kolobiri 1 Beni Uden Koroama Uzu 1 Kabiama 1 Etelebou OML 61 OPL 279 Egbedi Creek 1 OML 22 Gbaran Manuso 1 OML 28 OML 35 Orubou 2 Dodo North 1 Opukushi North AgbayaEremor Ekedei 1 Working Interest 20% Ogbotobo Kolo Creek Enwhe Enwhe Tunu Opukushi Kanbo Ajatiton Net 2P Reserves Net 2C Resources Producing Wells 401.2 MMboe Ebeziba 1 Ajaketon 1 Egbomie 2 oda (Ubie) Tinpa 1 Clough Creek Clough Creek East 1 Elebele Creek 1 Ogbainbiri Seibou Afuo OPL 2005 38.9MMboe Atala Atala 1 170 Clough Creek - Tebidaba OML 32 Nun River Osiama Creek South Sengana River 1ST1 OPL 282 OML 63 Emette 2 Oloibiri Azuzuama Operator NAOC Diebu Creek Kugbo West 1 OML 36/ OML 23 Okoroba 1 Obama Soku Diebu Creek East 1 Opugbene 2 Pirigbene Igbomotoru North 1 Pirigbene South-East Nimbe South OML 55 Fiscal System Oil Type of Contract Royalty Joint Venture 20% Annual Capital Allowance Years 1-4; 20% Years 5+; 19% PPT/CITA 85% PPT VAT 5% NDDC Levy 3% Education Tax 2% Gas Joint Venture 7% Capital Expenditures may be deducted against PPT 30% CITA (Pioneer Status) 15 14 *OML 62 is currently shut in and not producing as at Q3 2015 5% 3% 2% OML 88 Middleton Ango 1X Npete 1 Middleton Oriri 1 Osiri OML 59 Ekeh Ekeh 1 Olobia 1 OPL 233 Okpa 1 Tebidaba Igbomotoru 1 Santa Barbara Santa Barbara South OML 33 Okiori 1 Bubouwe Bou 1 Nembe Creek East OML 29 OML 25 Elepa 1 Nembe Creek Walterkiri 1 Odeama Creek Kurogbagba 1 OPL 471 OML 86 Otuo North Kulama 1 Akuku 1 Barracuda 1 OML 66 Legend Apoi North - Funiwa Obra 10tuo South OML 141 Kanus Kiri Kurogbagba St Pass LNG Sengana Brass Terminal Gas Fields Oil & Gas Fields Oil Fields πτώση Key Oil & Gas Field Oil & Gas Field Lead Oil & NGL Terminal Power Plant Single Well Discovery HU Shallow Offshore Platform Flowstation Oil Pipeline Gas Pipeline#18Producing Assets: Ebendo Field (OML 56) Overview Acquired 2006 Working Interest 45% Net 2P Reserves Producing Wells 7.9 MMboe Operator 5 (4 Producing & 1 Shut in) Energia Fiscal System Type of Contract Marginal Field Royalty Overiding Royal 2.5%-18.5% based on production 2.5%-7.5% based on production Cost Oil Allocation Ceiling NA Tax Oil Profit Oil/Cash Flow Allocation 55% Varies from 80%-40% based on cumulative 15 Oando UMUTU OPL 283/C OPL 280 ANIEZE OML 56 BENIKU OBODETI UMUSADEGE OKPAI ODUGAI OML OGUTA OBODUGW ASHAKA 60 AKRI KWALE OZORO AGWE OGIN OML 20 EGBEMA W OML 26 UGADA EGBEMA OWEH ISOKO OGBOGENE EBOCHA M'BEDE HU#19Producing Assets: OML 125 (Abo Field) Overview Acquired Working Interest Net 2P Reserves Producing Wells 2008 15% 7.6 MMboe 7 (5 Producing & 2 Shut in) Operator NAE (Agip) Fiscal System 1993 PSC Fiscal System Type of Contract Royalty PSC 8% Cost Oil Allocation Ceiling NA Petroleum Tax 50% Profit Oil/Cash Flow Allocation Varies from 80%-40% based on cumulative 16 16 OPL 315 OPL 323 OML 125 ABO OPL 318 OML133 0 30 kms BOSI OKODO ERHA NORTH Oando OML 95 RUTA MALU NEDUM OPOLO OML 120 OYO HU 239 OML 108 SON#20Producing Assets: Qua Ibo Field (OML 13) Oando Acquired 2012 IBIBIO AKATA Working Interest Net 2P Reserves Producing Wells 40% UTAPATE SOUTH 3.5 MMboe EKIM AKAI UQUO STUBB CREEK 2 ETE SOUTH OPL 2008 Technical Services OER/ORPSL TOM SHOT BA QUA IBO Agreement OML 112 E. OKORO-SETU Overview Fiscal System Type of Contract Marginal Field Royalty Overiding Royal Tax Oil Profit Oil/Cash Flow Allocation 2.5%-18.5% based on production 2.5%-7.5% based on production 55% (Pioneer Status) 100% 17 15 HU#21OER Portolio - Assets Under Development OML 131 Overview Acquired 2014 Working Interest 100% Operator Oando Fiscal System Type of Contract PSC Royalty Oil 8% Tax Oil 50% Varies from 40%-80% Profit Oil/Cash Flow Allocation based on a formula set out in the PSC OML 134 Overview Oando NIGERIA OML 122 (Bilabiri/Owanare) - Overview Acquired Working Interest Operator 2009 Oil 5%, Gas 12% Peak OML 90-Akepo Field OML 134 CAMEROON Type of Contract Fiscal System Tax Royalty/CITA Royalty Oil 10% OML 122-Bilabri Field Tax Oil 60% Profit Oil/Cash 100% Flow Allocation OML 145 OML 131 EQUATORIAL GUINEA OML 145 - Overview Acquired 2009 SAO TOME & PRINCIPE - NIGERIA JOINT DEVELOPMENT ZONE Working Interest 20% Operator Exxon Mobil OML 90 (Akepo) - Overview Fiscal System 2009 40% Sogenal OER Fiscal System Type of Contract PSC Royalty Oil Tax Oil 8% 50% Profit Oil/Cash Flow Varies from 35%-70% Allocation based on cumulative production Acquired 2008 Working Interest 15% Operator NAE (Agip) Acquired Fiscal System Working Interest Operator Type of Contract PSC Royalty Oil Tax Oil 8% 50% Technical Service Agreement Profit Oil/Cash Flow Allocation Varies from 40%-80% based on cumulative production Type of Contract Royalty Oil Overriding Royalty Tax Oil Marginal Field 2.5%-18.5% based on production 2.5%-7.5% based on production 55% Profit Oil/Cash Flow Allocation Varies from 80%-40% based on cumulative 18#22OER Portolio - Exploration Assets* Oando OML 321/323 - Overview OPL 278-Overview Acquired 2009 Working Interest 30% NIGERIA Operator Knoc OPL 321 & 323 Fiscal System Type of Contract PSC Royalty Oil Tax Oil 8% OPL 282 OPL 278 50% Profit Oil/Cash Varies from 70%-25% Flow Allocation based on a formula set Acquired 2006 Working Interest 60% Operator OEPL Fiscal System OPL 236 CAMEROON Type of Contract Royalty Oil PSC 20% Tax Oil 65.7% Profit Oil/Cash Flow Allocation Varies from 80%-40% based on cumulative out in the PSC OPL 282-Overview EQUATORIAL GUINEA Acquired EEZ 5 - Overview Acquired 2009 Working Interest 100% Operator Equator SAO TOME & PRINCIPE - NIGERIA JOINT DEVELOPMENT ZONE Fiscal System Type of Contract PSC & PRINCIPE Royalty Oil 2% Costing Oil 80% Allocation Ceiling Tax Oil 30% Profit Oil/Cash Flow Allocation Varies from 70%-25% based on a formula set out in the PSC Working Interest Operator 2006 4% OEPL Fiscal System SAO TOME EEZ Block 5 ☑ Type of Contract Royalty Oil Tax Oil Profit Oil/Cash Flow Allocation PSC 20% 65.7% Varies from 80%-40% based on cumulative OML 236 - Overview GABON Acquired Working Interest Operator 2007 95% OEPL EEZ 12-Overview EEZ Block 12 Type of Contract Royalty Oil Fiscal System PSC 20% 65.75% Acquired Working Interest 19 2009 PSC Negotiation (ongoing) *Oando Energy Resources owns 81.5% of Equator Exploration Limited (EEL) EEL Assets: OML122, OPL 321 & 323, EEZ 5 & 12 Tax Oil Profit Oil/Cash Flow Allocation Varies from 80%-40% based on cumulative#23Strategy TO BE THE LEADING INDIGENOUS E&P PLAYER ON THE AFRICAN CONTINENT 500/100 mmboe kboepd MIDCAP COMPANY: MARKET CAPITALISATION > $2BN Oando 2015 Current • Production of ~55 kboepd (9M Sept 2015 Average) • 2P Reserves of 420mmboe • Maintain production on OMLS 60 - 63 (Production optimisation) • Maintain production levels on Abo field (OML 125) through drilling and completion as well as FPSO life extension • Maintain production levels from Ebendo (OML 56) through facility & pipeline enhancements • Complete facility enhancements to maintain production on Qua Iboe (OML13) 2017 Mid-Term • Production Target: > 80kboepd • Reserves Replacement Ratio Target of 1:1 Organic Growth: Accelerated development on OMLS 60-63 Inorganic Growth: Take advantage of indigenous status by participating in FGN bid rounds and IOC divestment programmes • 2019 Long-Term Production Target: >100kboepd • 2P Reserves Target: >500mmboe 20 20 A#24Energy Services (21) Oando HU#25Energy Services - Overview Oando $Million 9M SEPT 2015 2014 2013 2012 Revenue 29 93 140 132 Revenue Growth (67%) (33%) 6% 43% EBITDA (35) (28) 59 28 EBITDA Margin (123%) (31%) 42% 21% Net Income (26) (298) (7) 1 Net Income Margin (218%) (320%) (5%) 1% OES Teamwork OES Integrity Rig Workers Largest Swamp Drilling Fleet in West Africa Market Share Contract to IOCS 22 ו Maximum Water Depth Maximum Drilling Depth 2 30FT 30,000FT 4 Swamp Rigs 40% SPDC & CHEVRON EM#26Asset Overview 23 Teamwork Respect Integrity Passion Oando Rig Type Date of Purchase Swamp / Barge 2007 Swamp/ Barge Swamp/ Barge Swamp/ Barge 2007 2007 Application Normal Drilling Normal Drilling High Pressure, High Temperature Wells Operating Pressure Rating 10,000 psi Horse Power Drilling Depth Status Day Rate 3,000 25,000 ft Available for immediate contracting Similar rates expected 10,000 psi 3,000 25,000 ft Under contract with Chevron Low $80,000s 15,000 psi 3,000 30,000 ft 2009 Cantilever Rig - Normal Drilling 10,000 psi 3,000 25,000 ft Available for immediate contracting Similar rates expected Under contract with SPDC Low $90,000s Expected Timing 2016 Contracted 2016 A Contracted#27Summary of Rig Contracts Passion Operating Rate with Drill Pipe (US$) Low $90,000s for extension period Respect Oando Low $80,000s for initial term Term of Contract Early Termination Provision (US$) 2 years with optional 1 year extension Shell Petroleum Development Company (SPDC) suspended the contract after the initial 2 year term. The contract was re- activated in June 2015 for an additional six month term which ends in December 2015. There is a possibility of SPDC extending for an additional 6 months. Not applicable during the extension period 2 years with optional 1 year extension ⚫ Chevron Nigeria Limited (CNL) contracted the rig in October 2015 for its swamp drilling campaign. The CNL contract is for 2 firm years with a possibility of extending for an additional year. Not applicable (24)#28Other Businesses 25 Drilling Fluids Drilling Bits > Mud Engineering and Production Chemicals for major IOCS Alliance with Baker Hughes > 9% market share in a $280M per annum market > Leased mud plant, expected to come online in 2015 Chevron > Specialises in providing customised drill bit solutions to upstream IOCS, operating in Nigeria > Alliance with Halliburton Drill Bits > 27% market share in a $15M per annum market > Next phase, Drilling and Completion. Systems ExxonMobil ADDAX D PETROLEUM Agip Esso Agip TOTAL Oando#29Strategy Strategic Rig Fleet Drilling rig fleet to support land and swamp production ramp up Oando 2015 Current Keep Swamp rig fleet active. Expand product offering in Drilling & Completions Services business • Execute a substantive MOU with an established international drilling company to jointly deploy additional drilling rigs 2017 Mid-Term Deploy first offshore rig through JV company Enter into more partnerships and jointly deploy additional drilling rigs Increase Drilling & Completions bits business market share • Divestment of up to 51% or potential listing 2019 Long-Term Enter into partnerships and jointly deploy deep-water drilling rigs Divestment of an additional 25% 26#30Midstream Operations Oando ..the energy to inspire#31Gas & Power 28 Oando HI#32Gas & Power Overview 9M SEPT $Million 2014 2013 2012 2015 Revenue 1271 180 160 343 Revenue Growth (7%) 13% (53%) 191% EBITDA 27 29 60 97 EBITDA Margin 21% 16% 37% 28% Net Income 19 22 11 76 Net Income Margin 15% 12% 7% 22% Gas Link ASVECT Networks in Lagos & South East Independent Power Plants (IPP) CNG (Compressed Natural Gas) 29 125 km Pipeline Network 2 IPPS 5 mmscf/d (22.55MW of capacity) 1 Actual positive naira revenue growth, negated by the devaluation of the currency Oando Akute Power CNG Station Construction Awarded contract to build Central Processing Facility 150,000 scm capacity HU#33Asset Overview Gaslink Nigeria Ltd Akute Power Plant Lagos State 12.15 MW >140 industrial customers Lagos Water Corporation Location Lagos State Pipeline / Plant 120 Km Client Alausa Pwer Limited chac Central Horizon Gas Company Oando GNS Alausa Power Plant Lagos State 10.4 MW Lagos State Government Secretariat & Adjoining Facilities Central Horion Gas Company Port Harcourt, Rivers State 5 Km (additional 8.5 Km currently being developed) Over 10 industrial customers Gas Network Services Lagos State 7500 scm/hr plant Industrial customers outside of the gas pipeline grid Operations 2000 Contract Structure Contract Economics Capital Expenditure Incurred Exclusive franchise for gas distribution in greater Lagos End User Gas price currently at $7.34/mscf, with annual inflation indexation. Gaslink earns Operations & Maintenance tariff and Capital Recovery tariff Customers subject to 90% take or pay gass offtake $150 MM 2010 10-year PPA, with successive renewal option Capacity charge is based on 17% ROA in US $ Pass-through of fuel and Operations & Maintenance cost 2013 10-year PPA Capacity charge is based on 22% ROA Pass-through of fuel and Operations & Maintenance cost $26 MM $22 MM 2011 30-year exclusive franchise End User Gas price currently at $7.34/mscf, with annual inflation indexation 35% Operations & Maintenance earnings Shell takes 65% for gas supply and existing infrastructure development $10 MM 2011 Retail & B2B End User Compressed Natural Gas Price comprises of: - Input Gas Price - Compression Charge - Transportation Charge - Storage Charge $15 MM 30 30 U#34Oando Strategy 600km + Pipeline Network Infrastructure to support growing gas requirements (Commercial, Industrial and Domestic) 2015 Current • Achieve mandates for the development of embedded power generation for Distribution companies • Complete construction of Greater Lagos Pipeline (GL4) and Port Harcourt Pipeline Expansion projects • Grow aggregate gas pipeline utilization to average 75mmscf/d • Finalize feasibility for the ELPS-Ibadan-Ilorin- Jebba (ElIJ) gas transmission pipeline • Invest in acquisition of NIPP/Grid connected power utilities 2017 Mid-Term Complete development and commence operation of 150MW embedded/grid power generation. Complete development and commence operation of at least 20mmscfd Mini LNG business. Grow aggregate gas pipeline utilization portfolio to average 100mmscf/day. • Commence phased development of EIIJ gas transmission pipeline Commence execution of at least 300mmscfd Gas Processing Facility 2019 Long-Term • Complete development and commence operation of 80MW embedded/grid power generation. • Grow aggregate gas pipeline utilization/contracts to average 200mmscf/day • Commence phased development of gas distribution system in Tema industrial area (Ghana). (ल (31 杯 HI#35L Downstream Operations Oando ..the energy to inspire#36Terminals 33 33 L Oando#37Future Strategy - Main Capital Projects Project APAPA SPM JETTY 45,000 MT Midstream Jetty Berthing of larger import volumes & improved efficiency Description New marina jetty and 1-Km subsea pipeline at the Lagos Apapa port (Phase II: SPM system & 15km subsea pipeline from Atlantic) Rationale Savings on shipping costs and demurrage: Oando Being able to berth larger vessels (30-45,000 tonne cargo capacity) Avoiding constant delays caused by infrastructure constraints in the Lagos area Increase utilisation of existing storage 2015 Current • Complete ASPM Onshore & Offshore pipelines • Commence tie ins with major marketers • Effect necessary repairs on LOJ • Secure outstanding approvals • Commence operations 2017 Mid-Term • Secure contract with more marketers and increase profitability Complete tie-ins with major marketers 2019 Long-Term • Complete Phase II:SPM and 15km subsea pipeline from Atlantic ocean. 34 (ल L#38Future Strategy - Main Capital Projects 68,000 MT Terminal facility upgrade Oando Project APAPA TERMINAL UPGRADE Description Upgrade in facilities to optimize storage capacity within the bounds of available space in the Terminal but in-line with International best practices and design requirement Rationale Maximization of vessel receipts for marketers via the ASPM • Increase in Terminal storage capacity by 230% from 29 million litres to 98million litres Cost Savings of current 3rd party fees being spent on product storage due to lack of own capacity. Terminate lease agreement with 3rd Parties as all volumes will be received into Apapa Terminal via the SPM facility 2015 Current • Complete tank 4 construction Commence Reconstruction of Tank 2 Issue PO for Terminal phase 1 upgrade works • Commence Phase I execution works 2017 Mid-Term • Complete Reconstruction of tank 2 • Complete execution of phase | upgrade works. • Issue PO for phase II execution works 2019 Long-Term Complete phase III execution works • Commence phase IV execution works 35 L#39Future Strategy - Main Capital Projects Project BADAGRY TERMINAL 210,000 MT Terminal Facility Larger import volumes & efficient and reduced handling charges Description Development of a new Petroleum product storage terminal of 210,000 MT storage capacity Rationale Oando Address infrastructure/congestion challenge in Apapa axis Natural deep-water draft for berthing larger cargo at reduced cost Superior hinterland connectivity for ease of product distribution Construct a state of the art facility that would change Terminaling business in Nigeria 2015 Current Commence & complete FEED, Concept study, EIA, BFD, PEP on Badagry Terminal (36 2017 Mid-Term Secure all necessary Regulatory approvals • Commence phase I development 2019 Long-Term • Compete phase I development • Commence operations in phase I HU L#40Supply & Trading ALLEGRA 37 Oando HU#4138 88 Supply & Trading - Overview 9M SEPT $Million 2014 2013 2012 2015 Revenue 615 1,614 1,079 3,801 Revenue Growth (51%) 50% (72%) (4%) EBITDA 19 26.9 28 13 EBITDA Margin 3% 2% 3% 0.3% Net Income 14 25 23 4 Net Income Margin 2% 2% 2% 0.1% Vessels with Refined Products Oando 2014 Revenues Nigeria's fuel requirement supplied Refined products imported from 2008 to 2014 Access to physical storage in major markets $ $ 2B BN C 15 % > 4.2 BN Litres 160 Million Litres#42Oando Supply & Trading at a Glance Oando Oando Supply & Trading is the largest indigenous importer of petroleum products in the Sub- Saharan region, supplying and trading crude oil and refined petroleum products • Trading of regulated products (PMS) under the Petroleum Subsidy Fund (PSF) regime in Nigeria • Deregulated products under supply contracts (especially AGO) and on a spot basis. . Division consists of Oando Supply & Trading and Oando Trading Limited, with international trading desks • Supplies petroleum products into Ports in Nigeria and WAF (39 Typical Transaction Timeline T +x T +X+5 Start of End of Pricing Window Pricing Window T Trade Decision Full hedge policy D Product Delivery D+5 Payment to Supplier D + 30 D + 45 Sale to Marketer Collection of Trade Receivables COMMODITY PRICING Financing fully secured at time of trade decision FINANCING Letters of Credit (USD denominated) Receivables-Backed Financing (NGN denominated) D + 90 Collection of Subsidies#43Competitive Positioning Oando Competitor Trends & Strategies Oando has entered into strategic partnership with Vitol which will increase and accelerate Oando's investment in the industry as well as provide economies of scale. Global Trading Firms have taken to structuring term supply deals with independent indigenous and Domestic Majors to optimize their sourcing models. The larger firms tend to leverage on their local partner's infrastructure and logistics while utilizing their sizable balance sheet to obtain cheaper financing for these deals. Our closest competitors are Forte Oil and Sahara: - Forte has supply agreements with Mercuria to meet some of their total white products (TWP) demand. They have also revamped their downstream assets. -Sahara manages its product sourcing in-house from its trading entity in Geneva. - One of the key challenges to Global Trading Firms is local currency risk and the risk of late payment on subsidies. Strategic Patner Trading Competition Vitol MERCURIA TRAFIGURA GLENCORE Arcadia Indigenous & Domestic Competition MRS FORTE OIL PLC TOTAL acorn Heyden Conoil Mobil™ Sahara GROUP 40 40#44Strategy €20% + Market Share Leader in product export and import Oando 2015 Current • Focus on increasing market share in existing markets and achieving economies of scale 2017 Mid-Term • Diversify Markets, increasing West African presence 2019 Long-Term • Expansion into other African markets 41 A#45Marketing (43 42 Coinca OGAS Dando Oando Oando Oando HU#46Marketing - Overview Oando 9M SEPT $Million 2014 2013 2012 2015 Revenue 616 1,270 1,388 1,581 Revenue Growth (39%) (8%) (12.2%) 24% EBITDA (5) (8.36) 43 64 Oando Oando EBITDA Margin (1%) (1%) 3% 4% Net Income 15 (12) 23 35 Net Income Margin (2%) (1%) 2% 2% Lubricant Plant Terminal Retail Outlet Aviation Retail Outlets Market Share in Nigeria (Majors) Terminals Fuel Depots Lube Blending Plants >400 43 25 olo % 25 7 110ML Storage Capacity 直 3 3 130m litres/ annum capacity LPG Filling Plants 10#47Downstream Environment in Nigeria MONTHS 12.00 10.00 8.00 6.00 4.00 2.00 2014 PSF Payment Trend .... Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec Gross Margin Contribution* Oando Lubricants (19%) Kerosene (6%) AGO (30%) PMS (32%) Others (13%) Target collection Period Actual Collection Period Target days for SDN collection is 45 days after submission of subsidy claims to PPPRA. Cargoes whose claims were submitted in January were paid for roughly 8 months after the due date. Collection period reflects an average number of days the it took to receive payment for cargoes 2014 PPMC & Private Receipts NIPCO 1400 1200 170 1000 Aiteo 63 Total 800 Conoil Mobil 515 Oando 600 204 Forte Oil MRS 276 182 145 112 47 400 89 44 56 63 93 84 200 44 *Oando PLC FYE 2014 Financials PPMC (MT) ■Private (MT) MOMAN Utilized PPPRA PMS Allocations 23% 25% 2011 2012 ■OANDO MRS TOTAL 2013 ■FORTE ■CONOIL 2014#48Strategy €30% LPG Market Share (Majors) Operations in Nigeria, Ghana, Benin, Togo and Liberia Oando 2015 Current • Conclude on process of Group's partial divestment from Downstream • Maintain at a minimum (25%) current white products market share of MOMAN • Position for a partial/fully deregulated gasoline market • Maintain LPG leadership strategy amongst MOMAN whilst growing national share from 17% to 20% 2017 Mid-Term • Business expansion and increased efficiencies • Expand white market share of the Majors to 30% • Grow non-fuel revenue 2019 Long-Term • Explore further divestment (Group) 45 (45 杯#49INDICATOR E-MAS WILLIAMS & PRY O 140 ON ROLL- 69 NO PRESENT Fore GAL Sweep Please yourname Corporate Social Responsibility Oando ..the energy to inspire#50Corporate Social Responsibility Background responsible As an integral part of Oando Plc's business culture, corporate social responsibility has been enshrined as one of our key focus areas. Oando Plc. has continually supported the implementation of projects most relevant to our stakeholders and communities in the areas of operation of our businesses. ⚫ The long term thrust of Oando's CSR is sustainable development. In 2012, Oando Foundation was born to achieve access to universal basic education, capacity building and economic empowerment. Develop strategic partnerships with relevant government ministries, departments, agencies and other corporations. 47 G 杯 TH Oando#51Education Intervention 48 School ndo Oar ugh education Oando Creating brighter future Goals & Objectives • Implement sustainable programmes aimed at increasing access and quality of education in Nigeria. • Establish partnerships for collaboration between International & Governmental institutions Strengthen the effectiveness of key partners vested with the mandate of school development • Provide Support within and outside the education sphere Creating brighter Focus School Infrastructural development Teacher development and training • Establishment of ICT/Creative Centers • Implementing Early Child Care Development Centers Building capacity of School Based Management Committees for school governance Award of Scholarships to deserving pupils TH L#5249 Education Oando Projects Archbishop Taylor Memorial School, Lagos. Current Initiatives Forty Seven (47) schools adopted in Lagos, Cross River, Akwa Ibom, Bauchi, Katsina, Ogun, Sokoto, Taraba, Adamawa, Kaduna, Plateau, Niger, FCT, Enugu, Ebonyi, Edo, Ondo, Bayelsa. 19 schools renovated, with some benefitting from the construction of sanitation and water facilities and fences Before After St. Patrick's Primary School, Udukpani Cross River Before TH After L#5350 Current Initiatives 1 2 3 4 Oando Oando Foundation works to invest in young children and create a strong foundation for their lifelong health, education, and productivity. In 2013, the Foundation completed 2 pilot ECCD centres in Archbishop Taylor Primary School, Lagos and St. Patrick's Primary School, Odukpani Cross River. The Foundation is contributing towards ensuring the full implementation of ICT Curricula in its adopted schools, through the establishment of ICT/Creative Centers. A pilot solar powered ICT Center has been completed in Archbishop Taylor Memorial School, Lagos with state of arts ICT equipment. Since inception, the Foundation has awarded scholarships to the 529 best performing Primary six pupils from our adopted primary schools and plans to award 1,209 scholarships by 2015. The scholarship supports their transition to secondary schools. The foundation has completed the first phase of training for SBMCs in 17 adopted schools across Lagos, Enugu, Kwara, Kaduna, Akwa-Ibom, Edo, FCT, Enugu, Ebonyi, Ondo and Ogun States. The next phase of training is ongoing. 杯 and#5451 Community Development Projects P. GRUMP Goals & Objectives ● Promote sustainable economic empowerment and poverty alleviation with empowerment programmes such as scholarship to indigent children • Supporting charitable and laudable causes Adhoc proposals such as disaster relief Current Initiatives ● 128 Scholarships are disbursed annually: Gaslink Back-to-School Scholarships Xplicit Dance Group O Several donations are to laudable causes and charitable concerns: • Sponsorship of orphans & the under priviledged through school. TH L Oando#5552 29 Community Development Projects Eng Greating a brighter future Creating a brighter future ghter ating a Creating a brighter future me Creating a brigitter future Creating a brighter future Creating a brighter future School Initiative Ba T 杯 Gaslink ack-To- NA FRU Oando Scho Gaslink Scholarships Sponsorships of Orphans TH L#56Appendix I: Midstream Data Oando ...the energy to inspire#57The Nigerian Gas Master Plan (NGMP) Oando OGP is participating in the development of strategic CPF and pipeline systems NGMP As an Indigenous Player within the Industry, OGP is well positioned to benefit from the NGMP • Government Planned Infrastructure in the Gas Master Plan Gas Processing Facilities (Western, Eastern & Central Clusters) Gas transmission pipeline systems (OB3, CAP & AKK) Export terminals / facilities Independent gas gathering / distribution pipeline networks 54 Develop an integral industry development plan Make gas available in all parts of the country Allow for widespread distribution of gas to remote areas & markets Allow refurbishment & rapid development of the crippled Make gas available at power sector commercial & affordable prices Promote gas Ensure supply continuity to meet current & future use investment to replace imported products contracts Eliminate gas flaring Oando's Participation • Central Cluster CPF - Oando/NAOC/NNPC consortium awarded project • ELPS-Ibadan-llorin-Jebba (EIIJ) gas pipeline network HJ#5855 Summary Operating Data - OG&P Value proposition of gas is clear and OGP has progressively recruited quality clients to take the gas advantage Gas Transmission Lines / Distribution Network (Km) Number of Customers 100 106 87 62 240 241 242 173 154 137 128 125 110 103 81 73 2007 2008 2009 2010 2011 2012 2013 2014 Gas Capacity Sales Volumes/Capacity Utilization Decline due to EHGC Divestment Gaslink 200 - Available Capacity EHGC 150 100 50 2003 2004 2005 2006 2007 CHGC 2008 2009 2010 2011 2012 2013 2014 2015 2007 2008 2009 2010 2011 2012 2013 2014 DANGOTE (uac since 1379 GUINNESS Cunter-Party Quality Cadbury Coca-Cola frieslandfoods BUA GROUP OLDEN PENN PRODUCTS FLOUR MILLS OF NIGERIA PLC. NB UNICEM Honeywell Flour Mills Plc (RC: 55498) A HU Oando#59Appendix II: Downstream Data Oando ...the energy to inspire#60Summary Operating Data - Scale and Volumes Volume Summary (57 Oando Number of Stations (Million Metric Tons) ('000 litres, except otherwise indicated) 2014 2013 2012 2011 Nigerian Retail Dealer Owned Company Owned PMS 969,513 1,251,908 1,579,886 1,468,586 AGO 54,935 118,880 101,510 79,709 643 544 541 Station Rationalization― HHK 6,168 85,218 58,968 53,075 Lubricants 6,998 10,446 9,990 12,332 LPG (MT) 3,114 11,814 9,395 2,704 Nigerian Wholesale PMS 241,157 51,848 67,056 63,546 347 421 AGO 241,182 183,556 186,698 207,956 264 270 HHK 105,091 37,116 6,239 5,502 ATK 145,939 124,370 95,776 88,032 159 LPFO 801 14,004 34,488 16,945 Lubricants 8,536 6,020 7,152 8,382 Bitumen (MT) 1,224 8,759 18,047 19,436 LPG (MT) 35,326 9,53 4,106 1,734 296 280 271 262 Other West African Markets PMS 10,516 4,975 30,743 15,180 AGO 9,439 7,841 46,354 25,626 HHK 16 216 8,475 9,157 Lubricants 52 295 755 461 2011 2012 2013 2014 LPFO 737 149 LPG (MT) 2,402 1,510#6158 59 Industry Overview: Regulatory Landscape How the Subsidy Works Oando 1. Product Cost 2. Freight 3. Lightering Expenses 4. Nigeria Port Authority Charge 5. Financing NWE monthly moving average as quoted on Platts Oil gram Average clean tanker freight rate (World Scale 100) as quoted on Platts (from NWE to West Africa), plus trader's margin of $10/MT Cost incurred on the transhipment of imported petroleum products from the mother vessel into daughter vessel and to allow for the onward movement of the vessel into the jetty. Includes: Receipt losses of 0.3% • Mother vessels expenses (10 days demurrage at $28,000/day) • Shuttle vessel's chartering to Lagos (N2.00/litre) and Port Hartcourt (N2.50/litre) Harbour handling charge charged by the NPA for use of port facilities (currently at $5.25/MT) Component PMS HHK C + F 0.75 0.53 NGN 110.17 103.94 PORT + + Other Charges (N) 12.09 9.48 + + Landing Costs (N) 122.27 113.42 Tariff paid for use of facilities at the jetty by the marketers to move products to the storage depots (currently NO.80/litre) Stock finance (cost of funds) for the imported product (30 days at LIBOR + 5%) Interest charge on the subsidy receivables (60 days at 22% NIBOR rate) 6. Jetty Depot through-put Storage Margin is for depot operations covering storage charges and other services rendered by the depot owners. The charge is currently N3.00/litre. 7. Storage Charge 8. Landing Cost Cost of imported products delivered into the jetty depots (1+2+3+4+5+6+7) 9. Distribution Margins N15.49 per liter, including: •Retailers' margin (N4.60 per litre) Margins (N) 15.49 15.49 Expected Price (N) 137.76 128.91 · • Transporters' margins (N2.99 per litre) • Dealers' margin (N1.75 per litre) • . Bridging Fund (plus Marine Transport Average) (N6.00 per litre) Administrative charge (NO.15 per litre) Retail 87.00 50.00 Price 10. Taxes 11. Retail Prices These include highway maintenance, government, import and fuel taxes (currently 0) Expected pump price of petroleum product at retail outlet (8+9+10) PPMC Ex-Depot 50.76 78.49 Price#620 Appendix III Corporate Governance & Management Oando ...the energy to inspire#63Overview of the Oando Board 60 60 HRM Oba M.A Gbadebo Chairman Oba Gbadebo is the Alake (King) of Egba Land in Nigeria and a Non Executive Director of the Company. Prior to his coronation, He had a successful career in the Nigerian Army culminating in his appointment as the Principal Staff Officer to the Chief of Staff, Supreme Headquarters from January 1984 to September 1985. He was also awarded military honours such as the Forces Service Star and the Defence Service Medal. Oando Wale Tinubu Executive Director - Group Chief Executive Wale Tinubu has pioneered the execution of world-class initiatives in the region as an ethical business leader, entrepreneur and philanthropist. As well as being Chair and Director of Oando Energy Resources, he Co-founded Ocean & Oil Group in 1994 and has been the Group Chief Executive of Oando plc since 2001. In 2002, led the largest ever acquisition of a quoted Nigerian Company, Agip. Omamofe Boyo Executive Director - Deputy Group Chief Executive Omamofe Boyo is a Director of Oando Energy Resources as well as the Deputy Group Chief Executive of Oando plc. Before taking up this position, he doubled as the Executive Director, Marketing of Oando plc and CEO of Oando Supply & Trading. Between 2004 and 2006, he transformed Oando Supply & Trading into Africa's largest private sector trading company. Mobolaji Osunsanya Group Executive Director Mr. Mobolaji Olatunbosun Osunsanya has over 27 years wide range experience in the Consulting, Finance, Oil and Gas industries. He was appointed as an Executive Director of the Company on 27 June 2007 and has been the Chief Executive Officer of Oando Gas and Power Limited since January 2004. Femi Adeyemo Group Executive Director Mr. Adeyemo was appointed as Group Executive Director on 30 July 2009 and as the Chief Financial Officer of the Company in October 2005. He has been a member of the Institute of Chartered Accountants of Nigeria for 13 years with over 23 years experience in banking, auditing, Strategy Consulting and now Oando. TH L#6461 Overview of the Oando Board Oando Chief Sena Anthony Non-Executive Director Chief Anthony was appointed as a Non-Executive Director of the Company in January 2010. Prior to her appointment, Chief Anthony worked with the Federal Ministry of Justice before joining the Nigerian National Petroleum Corporation (the "NNPC") in 1978 and joined the Board of the NNPC after working for the NNPC for 31 continuous years. Oghogho Akpata Non-Executive Director Oghogho possesses 20 years of experience in the transactional and dispute resolution aspects of the Nigerian oil and gas sector and is listed among the leading energy and natural resources lawyers in Nigeria. Engr. Yusuf K.J N'jie Non-Executive Director Engr. Yusuf N'jie has over 30 years experience in the oil and gas industry. He worked with Otis Engineering Corporation, SEDCO and Texaco Overseas (Nigeria) Petroleum Company Unlimited where he also served as a member of the Board of Directors and retired with over twenty-three years of service. He was also the Managing Director/Chief Executive Officer of Optimum Petroleum Development for nine years. Ammuna Lawan Ali, OON Non-Executive Director Ammuna commenced her Civil Service career in 1977 as a Planning Officer in the Borno State Ministry of Lands and Survey, Maiduguri, where she rose to the position of Permanent Secretary. She served in various Ministries before retiring from service in December 2009. Francesco Cuzzocrea Non-Executive Director Mr. Cuzzocrea is a Swiss National with over three decades' experience in Private & Investment Banking, Finance and Portfolio Management. As a core professional, Mr. Cuzzocrea's areas of expertise include - Private Banking, Portfolio & Asset Management and Advisory Services. Dr. Tanimu Yakubu Non-Executive Director Dr. Tanimu Yakubu was appointed as a non-executive director of Oando PLC effective June 30, 2015. Prior to his appointment, he held key positions in both the private and public sectors in Nigeria, the most notable being Chief Economic Adviser to the President, during which he also served as a member of the National Economic Management team from 2007-2010. TH L#6562 29 Overview of Oando Senior Management Oando Group Leadership Group Chief Executive Jubril Adewale Tinubu Deputy Group Chief Executive Omamofe Boyo CEO, Oando Energy Resources Pade Durotoye CEO, Oando Energy Services Bandele Badejo CEO, Oando Gas & Power CEO, Oando Downstream Bolaji Osunsanya Yomi Awobokun Chief Strategy Officer & CEO Terminals Ayo Ajose-Adeogun Chief Finance Officer Femi Adeyemo Chief Compliance Officer & Company Secretary Ayotola Jagun Chief Human Resources Officer Ima Ofulue Head, EHSSQ Kayode Boladale 杯 Chief Legal Officer Ngozi Okonkwo#66Overview of Oando Senior Management 63 Oando Wale Tinubu Group Chief Executive, Oando PLC Wale Tinubu has pioneered the execution of world-class initiatives in the region as an ethical business leader, entrepreneur and philanthropist. As well as being Chair and Director of Oando Energy Resources, he Co-founded Ocean & Oil Group in 1994 and has been the Group Chief Executive of Oando plc since 2001. In 2002, led the largest ever acquisition of a quoted Nigerian Company, Agip. Omamofe Boyo Deputy GCE, Oando PLC Omamofe Boyo is a Director of Oando Energy Resources as well as the Deputy Group Chief Executive of Oando plc. Before taking up this position, he doubled as the Executive Director, Marketing of Oando plc and CEO of Oando Supply & Trading. Between 2004 and 2006, he transformed Oando Supply & Trading into Africa's largest private sector trading company. Pade Durotoye CEO, Oando Energy Resources Served as the CEO of OEPL from June 2010 until July 2012. Until 2010, Mr. Durotoye served as the Managing Director & CEO of Ocean and Oil Holdings Group. Prior to his work at Ocean and Oil, Mr. Durotoye spent more than 19 years with Schlumberger Oilfield Services where he held various management roles. Bandele Badejo CEO, Oando Energy Services Bandele Badejo is a multi-skilled professional with Over 26 years of international oilfield experience acquired during his career with Schlumberger and Transocean, the leading players in their respective sectors. Bolaji Osunsanya CEO, Oando Gas & Power Mobolaji Olatunbosun Osunsanya has over 27 years wide range experience in the Consulting, Finance, Oil and Gas industries. He was appointed as an Executive Director of the Company on 27 June 2007 and has been the Chief Executive Officer of Oando Gas and Power Limited since January 2004. Yomi Awobokun CEO, Oando Downstream Yomi Awobokun has an M.Sc in International Business (UK). Prior experience at Halifax Bank of Scotland and as Oando's Group Project Manager, Executive Assistant to CEO, and Head of Investor Relations FU L#6764 19 Overview of Oando Senior Management Oando Ayo Ajose-Adeogun Chief Strategy Officer Over 20 years experience in engineering design and commissioning, business strategy development and IT management. He also served as a member of the Corporate Development Team at Ocean and Oil Holdings Femi Adeyemo Chief Financial Officer Mr. Adeyemo was appointed as Group Executive Director on 30 July 2009 and as the Chief Financial Officer of the Company in October 2005. He has been a member of the Institute of Chartered Accountants of Nigeria for 13 years with over 23 years experience in banking, auditing, Strategy Consulting and now Oando. Ayotola Jagun Group Company Secretary & Chief Compliance Officer Over 18 years experience with Rotimi Williams & Co, Akzo Nobel, Sara Lee, UK Holdings, Price Waterhouse Coopers, and Citigroup Fund Services (Bermuda) Ltd, amongst others Ngozi Okonkwo Chief Legal Officer Past professional experience includes working at KPMG as Manager in the Tax, Regulatory & People Service Division and the Head of the Indirect Tax Practice. Ima Ofulue Chief Human Resource Officer Over 14 years experience gained in Human Resource Management at Northwestern Mutual Financial Network, Halliburton and FMC Technologies. Kayode Boladale Chief EHSSQ & Operations Integrity Officer Over 11 years experience gained skills acquired as a senior project executive, operational strategy and change programmes within the oil and gas industry across Europe and the Middle East. Currently the head of Operations & Integrity for Oando Energy Resources. TH L#68Oando's Core Values - TRIPP Teamwork 65 Respect Integrity Oando • All employees are required to work together as a team; assist fellow employees and stakeholders to meet their obligations • Company and client information is used solely for the benefit of the company and its clients, and not for personal benefit. All employees are required to execute a confidentiality agreement on or before their first day of employment Avoid any conflict of interest scenario Suppliers and vendors are selected on the basis of ability to perform and not based on political affiliations or relationship with company staff Passion • Zeal to meet the highest standards of service and productivity. Professionalism • Retention of business records and book-keeping • Professional relationship with stakeholders • Equal employment opportunities FU L#6966 Overview of EHSSQ Policies and Track Record Oando Leadership, Commitment and Training Risk Management Health & Safety Operations Passion Professionalism Company requires its managers and supervisors, as well as all employees, to demonstrate a commitment to the EHSQ policies of the Company • The commitment includes ensuring new employees and contractors receive appropriate induction to the EHSQ policies Company manages risk by ensuring that all new projects or modifications to existing facilities undergo hazard and operability studies (HAZOP), hazard identification (HAZID) and risk control measures Also routinely assesses the risks of its activities, products and services and develops action plans to eliminate or substitute impact on personnel, the environment and facilities • Works to promote injury and incident-free operation throughout the organisation • Company conducts periodic in-house inspections and sponsors third-party environment, health, safety and quality audits to evaluate the Company's performance and compliance with applicable regulations, guidelines and best practices • Company conducts studies to assess the impact of planned projects or activities on the environment, personnel, assets and stakeholders • Such environmental evaluation studies are conducted periodically to evaluate the impact of the Company's activities, products and services and opportunities for improvement • Plan provides framework on which a single or multiple emergency situation can be simultaneously managed, while maintaining a disciplined command and control of events • Regular drill exercises are conducted at all locations to assess the awareness and preparedness of responders and to test the adequacy and state of readiness of emergency response equipment. TH L#7067 Contact Details Oando Tokunboh Akindele Head, Investor Relations [email protected]#71Oando www.oandoplc.com T +U