#1UNITY AND FAITH PEACE AND PROGRESS DUALISATION OF KANO-KATSINA ROAD PHASE IN KATSINA/KANO STATES SUKUK III END POINT Federal Government of Nigeria NGN250 Billion Series IV Sukuk Issuance Investor Presentation December 2021 SUKUK III END POINT GREENWICH DEBT MANAGEMENT OFFICE MERCHANT BANK Stanbic IBTC Capital VETIVA BURAQ CAPITAL MANAGEMENT LIMITED NIGERIA Issuing Houses Capital Limited Financial Adviser#2Disclaimer LHAT AND PROCE The following applies to this document, its contents, the oral presentation of the information in this document by or on behalf of the Federal Government of Nigeria (the "Issuer") and any question-and-answer session that follows the oral presentation (collectively, the "Information"). In accessing the Information, you agree to be bound by the following terms and conditions. The Information has been prepared by, and is the sole responsibility of the Issuer, solely for use at a presentation to be held in connection with the proposed offering of the Sukuk. The Information is strictly confidential and is being provided to you solely for your information and may not be re-transmitted or further distributed to any other person (whether or not a "relevant person", as defined below) or reproduced or published, in whole or in part, by any medium or in any form for any purpose If handed out at a physical investor meeting. This presentation may not be taken away, reproduced (in whole or in part), distributed or transmitted to any other person without the Issuer's prior written consent. If this presentation has been received in error, it must be returned immediately to the Issuer. Failure to comply with this restriction and the following restrictions may constitute a violation of applicable securities laws. The information contained in this presentation is for background purposes only and is subject to amendments, revisions and updates and may change materially. No person is under any obligation to update the information contained in this presentation, and any opinions expressed in relation thereto are subject to change without notice. No representation or warranty, express or implied, is made as to the fairness, accuracy or completeness of the information contained herein and no reliance may be placed for any purposes whatsoever on it. Neither the Issuer nor the Issuing Houses, Greenwich Merchant Bank Limited, Stanbic IBTC Capital Limited and Vetiva Capital Management Limited (together referred to as the "Issuing Houses") and their respective officers, employees, agents or connected persons or any other person accepts any liability for any loss howsoever arising, directly or indirectly, from the issue of this document or its contents. Each recipient of this presentation acknowledges and understands that: (a) the advisers are not providing financial, legal, tax, regulatory, accounting or other advice and nothing in this presentation or which may otherwise be communicated or done in connection herewith constitutes advice of any sort to the recipient; (b) there may be financial, legal, tax, regulatory or accounting risks associated with the proposed transaction and each recipient should receive advice from its advisers with appropriate expertise to assess relevant risks; and (c) each recipient should apprise senior management in its organization regarding such advice and the disclaimers as to these matters contained herein. This presentation does not constitute an offer to sell or a solicitation of an offer to purchase any securities in any jurisdiction in which such offer or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any jurisdiction. Investors and prospective investors of the Sukuk described in this presentation are required to make their own independent investigation and appraisal of the business and financial condition of the Issuer, and the nature of the Sukuk. Any decision to purchase the Sukuk in the context of the Offering, if any, should be made solely on the basis of the information contained in the terms and conditions of the Sukuk and the Prospectus to be published by the Issuer in connection with the Offering. In addition, because this presentation is a summary only, it may not contain all material terms and the Information in and of itself should not form the basis for any investment decision. No reliance may be placed for any purpose whatsoever on the Information, or any other material discussed verbally, or on its completeness, accuracy or fairness. The Information does not constitute a recommendation regarding the Sukuk. Investment in the Sukuk will also involve certain risks. A summary of the material risks relating to the Offering will be set out in the section headed "Risk Factors" in the Prospectus. There may be additional material risks that are currently not considered to be material or of which the Issuer and its advisers or representatives are unaware. The Information does not constitute or form part of, and should not be construed as, an offer or invitation to sell, or any solicitation of any offer to buy or subscribe for, or otherwise acquire, any Notes or an inducement to enter into investment activity. Nothing contained in this presentation, nor the fact of its distribution, shall form the basis of, or be relied on in connection with, any contract or commitment or investment decision whatsoever. No representation, warranty or undertaking, express or implied, is made as to, and no reliance should be placed on, the fairness, accuracy, completeness or correctness of the Information or the opinions contained therein. The Information has not been independently verified and nothing contained in this presentation shall be deemed to be a forecast projection or estimate of future economic performance. This presentation contains statements about future events and expectations that are forward looking statements. These forward-looking statements can be identified by the use of forward-looking terminology, including the terms “believes"," estimates",“ projects",“ expects"," intends","may"," will"," or " or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. Any statement in the Information that is not a statement of historical fact is a forward-looking statement that involves known and unknown risks, uncertainties and other factors which may cause economic performance or achievements to be materially different from any future performance or achievements expressed or implied by such forward looking statements. None of the future projections, expectations, estimates or prospects in this presentation should be taken as forecasts or promises, nor should they be taken as implying any indication, assurance or guarantee that the assumptions on which such future projections, expectations, estimates or prospects have been prepared are correct or exhaustive or, in the case of the assumptions, fully stated in the presentation. The Issuer expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statements contained herein to reflect any change in its expectations with regard thereto or any change in events, conditions or circumstances on which any of such statements are based. STRICTLY PRIVATE & CONFIDENTIAL#3Agenda Section 1 Overview of Nigeria Page 2. The FGN Sukuk 3. Transaction Structure 4. Use of Issue Proceeds 5. Investment Highlights 6. Q&A STRICTLY PRIVATE & CONFIDENTIAL 4 12 17 20 24 3#41 OVERVIEW OF NIGERIA STRICTLY PRIVATE & CONFIDENTIAL UNITY AND FAITH PEACE AND PROGRESS#5Snapshot of Nigeria Country Summary Land Area States Currency 923,768 sq. km 36 states and the Federal Capital Territory (FCT, Abuja) Nigerian Naira (NGN) Population Nominal Gross Domestic Product (NGN'bn) Real GDP Growth Rate (%) 206.1 million (2020) 152,324.1 (2020) 2.50 (2021 projection) Monetary Policy Rate | Inflation Rate (%) 11.50 (Nov 2021) 15.40 (Nov 2021) = Exchange Rate (USD/NGN) 415.10 Investors & Exporters FX Window (Dec 2021) Total Debt (NGN'tn) 38.00 (September 2021) Public Debt/GDP (%) 22.32 (September 2021) Fiscal Deficit/GDP (%) -4.00 (actual June 2021) Key Highlights Largest Economy in Africa #1 Largest Oil & Gas producer in Africa #1 Sources: FMDQ, National Bureau of Statistics, Central Bank of Nigeria, Debt Management Office; Ministry of Finance; Budget & National Planning STRICTLY PRIVATE & CONFIDENTIAL Sokoto 15% >40 Africa's Population Natural Resources 7th >80% Katsina Yobe Jigawa Zamfara Borno Kano Kebbi Niger Kaduna Bauchi Sombe Plateau Kwara FCT Nassarawa Oyo Ekiti Kogi Osun Ondo Ogun Taraba Benue Enugu Lagos Edo Delta Anambra Ebonyi mo Cross Abia River Akwa Bayelsa Rivers bom Adamawa Most Populous Country in the World Means of Transportation - Roads Geopolitical Regions North West North East North Central South West South East South South 5#6Macroeconomic Overview Nominal GDP (NGN'bn), 2016-2020 Monetary Policy and Inflation Rate (%) 152,324 144,210 18.17 18.12 17.93 17.33 17.75 17.38 17.01 16.47 16.63 127,737 15.99 15.40 113,712 101,489 11.50 11.50 11.50 11.50 11.50 11.50 11.50 11.50 11.50 11.50 11.50 2016 2017 2018 Jan-21 Feb-21 Mar-21 2019 2020 Apr-21 May-21 Jun-21 Jul-21 Inflation (Year on Change) Aug-21 MPR Sep-21 Oct-21 Nov-21 Movement in Reserves (NGN'bn) Investors & Exporters FX Window Spot (USD/NGN) Closing 415.10 41.19 10-Jul-21 10-Aug-21 10-Sep-21 10-Oct-21 10-Nov-21 10-Dec-21 10-Jan-21 10-Feb-21 10-Mar-21 10-Apr-21 10-May-21 10-Jun-21 10-Jul-21 10-Aug-21 10-Sep-21 10-Oct-21 10-Nov-21 10-Dec-21 10-Jan-21. 10-Feb-21 10-Mar-21 10-Apr-21 10-May-21 10-Jun-21 Sources: FMDQ, National Bureau of Statistics, Central Bank of Nigeria STRICTLY PRIVATE & CONFIDENTIAL 6#72021 Budget - Budget of Economic Recovery & Resilience Budget Summary 2021 Approved Budget 2021 Supplementary Benchmark oil price USD40 per barrel Commentary 2021 Total • Budget USD40 per N/A barrel Oil production volume (bpd) 1.86 million N/A 1.86 million Average exchange 379/US$1 N/A 379/US$1 rate Capital expenditure (NGN) 4.12 trillion 0.86 trillion 4.98 trillion Statutory transfer 496.53 billion 496.53 billion (NGN) Debt service (NGN) 3.12 trillion 3.12 trillion Recurrent expenditure (non- 5.64 trillion 0.12 trillion 5.76 trillion debt) (NGN) Total revenue (NGN) 7.99 trillion 0.14 trillion 8.13 trillion Total expenditure 13.59 trillion 0.98 trillion 14.57 trillion (NGN) Fiscal deficit (NGN) 5.6 trillion 0.85 trillion 6.45 trillion Sources: Federal Ministry of Finance, Budget and National Planning STRICTLY PRIVATE & CONFIDENTIAL In 2020, President Muhammadu Buhari signed the 2021 Appropriation Bill of NGN13.588 trillion into law, with an overall deficit of NGN5.60 trillion (representing 3.93% of the GDP) to be financed mainly by borrowings of NGN4.69 trillion from both domestic and foreign sources, privatization proceeds of NGN205.15 billion and project linked bilateral & multilateral loans of NGN709.69 billion Recurrent expenditure represented 41.5% of the total budgeted amount, while NGN4.12 trillion budgeted for capital expenditure represented 30.4% of the total budget Infrastructure which includes provisions for Works, Power, Transport, Water Resources, Housing, and Aviation was allocated NGN1.11 trillion, with the Federal Ministry of Works and Housing being allocated a total of NGN399.69 billion Under this, over NGN168 billion was allocated for the construction and rehabilitation of roads in every geo-political zone of the country, and over NGN54 billion of the construction and renovation of various bridge projects nationwide However, as at July 2021, President Muhammadu Buhari assented to the NGN983 billion 2021 supplementary budget focused on funding security and health concerns In August 2021, the Federal Government of Nigeria (FGN) had a retained revenue of NGN3.93 trillion FGN share of oil revenues was NGN754.2 billion, while non-oil tax revenues totaled NGN1.15 trillion (115.7% over and above the target) Other sources of revenues include companies income tax (CIT), value added tax (VAT), customs collections, FGN's Independent revenue, Government Owned Enterprises' (GEO) retained revenues and more On the expenditure side, NGN8.14 trillion has been expended. Of this figure, NGN2.87 trillion was for debt service, NGN2.57 trillion for Personnel cost, including Pensions and NGN1.759 trillion for capital expenditure 7#8Key Government Initiatives 01 02 The Revised National Integrated Infrastructure Master Plan (2020-2043) A roadmap for building a world-class infrastructure that will guarantee sustainable economic growth and development 05 The establishment of the Infrastructure Corporation of Nigeria Limited (InfraCo) A world class infrastructure development vehicle, promoted by the Central Bank of Nigeria, the Africa Finance Corporation (AFC) and the Nigeria Sovereign Investment Authority (NSIA), with a capital structure of N15 trillion, wholly focused on Nigeria, opportunities for Nigeria's development to harness infrastructure • The Presidential Infrastructure Development Fund (PIDF) A fund managed by the Nigerian Sovereign Investment Authority ("NSIA") and targeted at investments in critical road and power projects across the country 06 The Strategic Revenue Growth Initiative (SRGI 2.0) A strategic initiative launched by the federal government for identifying and exploiting sources that would largely boost and diversify the revenue base of the country 03 04 . . Medium Term National Development Plan (2021-2025) A plan to succeed the Economic Recovery and Growth Plan, 2017-2020 ("ERGP") and also drive broad-based economic development across the country The Federal Roads and Bridges Tolling Policy and Regulation STRICTLY PRIVATE & CONFIDENTIAL A policy aimed at reintroducing tollgates on designated dual carriageways across Nigeria, with the toll collected being used to maintain the roads as well as construct new ones 70 07 The Road Infrastructure Development and Refurbishment Investment Tax Credit Scheme A 10-year scheme that encourages public- private partnership intervention in the construction and refurbishment infrastructure projects in Nigeria of road 8#9• • . Nigeria's Public Debt Nigeria's Public Debt is implemented by reference to two (2) principal legislations: The Debt Management Office (Establishment, etc) Act 2003, and The Fiscal Responsibility Act 2007 Nigeria's Public debt is managed using the best debt management practices recognised by institutions such as the World Bank and International Monetary Fund. These practices include transparency as well as the conduct of an annual Debt Sustainability Analysis and preparation of Debt Management Strategy (every four (4) years) Borrowing and refinancing operations are done under a Medium-Term Debt Management Strategy (MTDS) whose overall purpose is to ensure that borrowing is done at low cost and prudent risk to ensure debt sustainability The Debt Management Office in collaboration with relevant stakeholders - The Federal Ministry of Finance, Budget and National Planning (FMFBNP); Central Bank of Nigeria (CBN); Budget Office of the Federation (BOF); National Bureau of Statistics (NBS); and Office of the Accountant-General of the Federation (OAGF), with technical support from the World Bank, IMF and the West African Institute for Financial and Economic Management (WAIFEM) proposed a new Debt Management Strategy for the period, 2020 - 2023, replacing the MTDS 2016 - 2019 Medium Term Debt Management Strategy 2016-2019 Targets and Achievements Medium Term Debt Management Strategy 2020-2023 Targets Indicator Actual Dec. 31, 2015 Target 2016-2019 Actual Dec. 31, 2019 Remarks Indicator Target 2020-2023 (start) Fiscal Sustainability: Total Public Debt as % of GDP Max. 40% Fiscal Sustainability: Total 10.35% Max. 25% 19.00% Achieved Public Debt as % of GDP Portfolio Composition: 84:16 60:40 67:33 Domestic External Debt Mix Significant Improvement Portfolio Composition: Domestic External Debt Max.70:Min.30 Refinancing Risk: i.Average Tenor of Debt 7.15 Portfolio Min. 10 years years 10.5 years Target was exceeded Refinancing Risk: i.Average Tenor of Debt Portfolio ii. Long-Term: Short-Term Domestic Debt Mix Min. 10 years Min.75:Max.25 ii. Long-Term: Short-Term Domestic Debt Mix 71:29 Min.75:Max.25 79:21 Target was exceeded Contingent Liabilities Sources: Debt Management Office STRICTLY PRIVATE & CONFIDENTIAL 5% of GDP 9#10Nigeria's Public Debt - cont'd Nigeria's Total Public Debt as at 30 September 2021 Debt Category A. Total External Debt Amount Outstanding (USD'm) Amount Outstanding (N'tn) % of Total 37,955.09 15.57 40.98 B. Total Domestic Debt 54,671.32 22.43 C. Total Public Debt(A+B) 92,626,41 38.00 Total Public Debt comprises of the Domestic and External Debts of the Federal Government, the 36 State Governments and the Federal Capital Territory. 59.02 100 • The External Debt is from multilateral and bilateral lenders as well as commercial sources (International Capital Market), whilst the Domestic Debt is comprised of funds raised through the issuance of a range of products in the domestic market most of which are for medium to long tenor. The compositions as at 30 September 2021 could be seen below: Composition of External Debt as at 30 September 2021 Composition of FGN's Domestic Debt by Instrument as at 30 September 2021 Category % of Total Category % of Total FGN Bonds 73.84 Multilateral 48.17 Nigerian Treasury Bills 19.16 Bilateral 11.59 FGN Sukuk 1.99 Nigerian Treasury Bonds 0.42 Commercial (International Capital Market) 38.65 Green Bond 0.14 Promissory Notes 1.59 FGN Savings Bond 0.09 Promissory Notes 4.36 Total 100 Total 100 Sources: Debt Management Office STRICTLY PRIVATE & CONFIDENTIAL 10 10#11FGN Revenue & Share of Oil and Non-Oil sources Balanced Contribution Between Oil & Non-Oil Revenues (NGN'tn) -10 -15 -20 NAGOG 0 -5 2016 2017 2018 2019 2020 2021 Budget Proposed 2022 Budget ■Non-Oil Revenues Oil Revenues Expenditures 2019 2020 Budget Performance & 2021 Budget (NGN'bn) FY 2019 FY 2020 FY 2021 Budget Actual Budget Actual Budget¹ Revenues and Grants Change v. FY 2020 Actual Oil Revenue* Non-Oil Revenue* FGN Retained Revenue Expenditures Statutory Transfers Debt Service Capital Expenditure 9,327.0 5,223.0 3,033.4 4,403.1 5,185.6 +18% 5,170.5 4,397.7 6,594.6 4,956.5 6,691.0 +35% 6,998.5 4,540.4 5,365.4 3,937.3 8,121.4 +106% 502.1 428.5 428.0 428.0 496.5 +16% 2,254.0 2,453.7 2,951.7 3,342.3 3,124.4 -7% Recurrent Expenditure (MDA) 4,065.9 4,251.1 4,633.9 4,645.2 5,765.3 +24% 2,638.8 1,165.5 2,347.4 1,742.0 4,984.6 +186% Total Expenditure 8,917.0 8,298.8 10.361.0 10,157.5 Government Overall Deficit (1,918.5) (3,758.4) (4,608.2) (6,220.2) % of GDP (1.37%) (2.58%) (3.57%) (4.03%) 14,570.7 (6,449.3) (4.52%) +43% 4% *Federation Sources: Federal Ministry of Finance, Budget and National Planning. Notes: 1. Includes 2021 Supplementary Appropriation Act STRICTLY PRIVATE & CONFIDENTIAL 11#122 THE FGN SUKUK STRICTLY PRIVATE & CONFIDENTIAL UNITY AND FAITH PEACE AND PROGRESS#13Overview of the FGN Sukuk What is a Sukuk? Why is the Federal Government Issuing Sukuk? The Accounting and Auditing Organisation for Islamic Financial Institutions (AAOIFI) defines Sukuk as certificates of equal value representing undivided shares in ownership of tangible assets, usufruct and services or (in the ownership of) the assets of particular projects or special investment activity ⚫ To fund the construction and rehabilitation of key economic roads across Nigeria • To offer ethical investors an opportunity to invest in government-issued securities • To achieve a higher level of financial inclusion • To raise project-type funds What will the funds be used for? • To deepen the domestic financial markets The funds will be used for key economic roads identified by the Federal Ministry of Works and Housing, Federal Capital Territory Administration and the Ministry of Niger Delta Affairs All categories of investors including: • Individuals Who can invest in the Sukuk? • Financial Institutions such as Deposit Money Banks, Insurance Companies, Pension Fund Administrators, Asset Management Companies, Non-interest financial Institutions When will rental payments be made? STRICTLY PRIVATE & CONFIDENTIAL • Cooperative Societies, Religious bodies, State Investment companies • Rental payments will be credited bi-annually, directly to the investors bank accounts as and when due At maturity, principal investments will also be credited directly to the bank accounts specified by the investors in their application forms AND THAT ANDROI 13#14Prior Sukuk Issuances Overview Sukuk I Sukuk II Instrument Type Ijarah (Lease) Sukuk Ijarah (Lease) Sukuk Offer Size NGN100 billion NGN100 billion Sukuk III Ijarah (Lease) Sukuk NGN150 billion Units of Sale NGN1,000 per unit subject to a minimum Subscription of NGN10,000 and in multiples of NGN1,000 thereafter NGN1,000 per unit subject to a minimum Subscription of NGN10,000 and in multiples of NGN1,000 thereafter NGN1,000 per unit subject to a minimum Subscription of NGN10,000 and in multiples of NGN1,000 thereafter Total Subscription Subscription Level Total Allotment Tenor Rental Income Use of Proceeds NGN105.878 billion 105.8% NGN132.00 billion 132% NGN669.124 billion 446% NGN100.00 billion NGN100.00 billion NGN162.557 billion 7 years 7 years 7 years 16.47% per annum The rehabilitation and construction of 25 road projects across the six geopolitical zones 15.74% per annum The rehabilitation and construction of 28 road projects across the six geopolitical zones 11.20% per annum The rehabilitation and construction of 44 road projects across the six geopolitical zones STRICTLY PRIVATE & CONFIDENTIAL AND THAT ANDROI 14#15Use of the 2020 FGN Sukuk Issue Proceeds BEFORE SUKUK AFTER SUKUK RECONSTRUCTION OF LAMBAN ROAD B SUKUK III END POINT BEFORE SUKUK BEFORE SUKUK AFTER SUKUK SUKUK III END POINT RECONSTRUCTION OF BIDA-LAMBATA ROAD IN NIGER STATE REHABILITATION OF LAGOS-OTTA-ABEOKUTA ROAD IN LAGOS AND OGUN STATES, SECTION II: OTTA-ABEOKUTA STRICTLY PRIVATE & CONFIDENTIAL AFTER SUKUK SUKUK III END POINT REHABILITATION OF ENUGU-PORT HARCOURT ROAD SECTION III ENUGU-LOKPANTA, IN ENUGU STATE 15#16Use of the 2020 FGN Sukuk Issue Proceeds- cont'd BEFORE SUKUK AFTER SUKUK PAUSATION OF RANDKASHA DAU PHASE IN CATINA/CANO STATES SUKUK III END POINT BEFORE SUKUK AFTER SUKUK BEFORE SUKUK AFTER SUKUK SUKUK III END POINT SUKUK III ENDPOINT DUALISATION OF KANO-KATSINA ROAD PHASE II IN KATSINA/KANO STATES DUALIZATION OF ODUKPANI-ITU-IKOT EKPENE ROAD IN CROSS RIVER STATE DUALIZATION OF KANO-MAIDUGURI ROAD SECTION IV, YOBE STATE STRICTLY PRIVATE & CONFIDENTIAL 16#173 TRANSACTION STRUCTURE STRICTLY PRIVATE & CONFIDENTIAL UNITY AND FAITH PEACE AND PROGRESS#18Transaction Structure and Terms Compatible with Principles of Islamic Shari'ah - FRACE Indicative Transaction Term Sheet Issuer Obligor Instrument Issue Size Rental Rate | Tenor Minimum Subscription Amount Use of Proceeds Repayment Status Distribution Listing Transaction Parties FGN Roads Sukuk Company 1 PLC Federal Government of Nigeria Sukuk Al Ijarah(Lease) NGN250 billion 12.80% 10 years Minimum of 10,000 (at #1,000/unit) and in multiples of #1,000 thereafter The funds will be used for key economic roads identified by the Federal Ministry of Works and Housing, Federal Capital Territory Administration and the Ministry of Niger Delta Affairs Bullet sum at maturity Direct, unconditional, unsubordinated unsecured obligations of the Federal Government of Nigeria which ranks pari passu with other outstanding present and future unsecured obligations of the Federal Government of Nigeria Fixed price public offering to all classes of investors Nigerian Exchange Limited and FMDQ Securities Exchange Limited Issuer GREENWICH MERCHANT BANK APEL CAPITAL & Trust Limited Trustees STRICTLY PRIVATE & CONFIDENTIAL Stanbic IBTC Capital VETIVA BURAQ Capital Limited CAPITAL MANAGEMENT LIMITED Issuing Houses Financial Adviser FBNQuest Trustees Abdulai, Taiwo & Co. TSEDAQAH TA ATTORNEYS Legal Advisers FRACE Certification • The Transaction structure and Transaction documents have been assessed by the Financial Regulatory Advisory Council of Experts (FRACE) of the Central Bank of Nigeria The FRACE has certified that the Sukuk complies with the principles of Islamic commercial jurisprudence The scope of FRACE review covers: - Nature of assets Structure of the Sukuk Relationship between Sukuk parties Responsibilities and liabilities of Sukuk parties Transaction documentation Trading of the Sukuk; and Dissolution of the Sukuk 18#19The Sukuk will be implemented using the following Transaction Structure Transaction Structure UNITY AND FAITH PEACE AND PROCESS/ 8. Declaration of Trust SUKUK HOLDERS 16. Purchase Payments 13. Rent Payments HATANDRO Commentary on Transaction Structure 1 2 5 The Federal Ministry of Works & Housing (FMW&H), Federal Capital Territory Administration (FCTA) & Ministry of Niger Delta Affairs (MNDA) issue Letters of Allocation of specific sections of land to the Issuer for construction and rehabilitation of identified Roads. FMWH, FCTA & MNDA execute Forward Ijarah Agreements with the Issuer to lease the Roads. Unilateral Purchase Undertakings are executed by FMWH, FCTA & MNDA to purchase the Roads from the Issuer at maturity of the Sukuk. Unilateral Undertakings are also executed by the Issuer to sell the Roads to FMWH, FCTA & MNDA at maturity of the Sukuk. The Issuer enters into a Construction Agency Agreements with FMWH, FCTA & MNDA to appoint contractors to construct/rehabilitate the roads. The Issuer also enters into Service Agency Agreements with FMWH, FCTA & MNDA to undertake major repairs on the Roads after construction. 3&4 Trustees CBN & TRUSTEE 7. Investors subscribe to the offer & Issuer issues certificates 12. Payment Rent 15. Purchase Payment 6 7 11. Delivery of Roads On the back of these contracts, the Issuer issues dematerialized investment certificates to investors in an offer for subscription and funds realised are utilised to execute the Road projects. 8 2,3&4. Forward Lease Agreements & Undertakings The Issuer declares a trust over the Roads in favour of the Sukuk holders under a Declaration of Trust Deed and appoints Trustees (the "Delegate Trustees") to carry out its functions as Trustees under the trust. 1. FMW&H, FCTA & FMNDA Transfer rights to Land for construction of Roads to SPV FGN ROADS SUKUK COMPANY 1 PLC (SPV) As ISSUER/LESSOR/PRINCIPAL 9 UNITY AND FATIH PEACE AND PROGRESS The Issuer pays the contractors through its Agents, FMWH, FCTA & MNDA for construction/rehabilitation of Roads from the Sukuk proceeds after the work done by the contractors are certified by FMWH, FCTA & MNDA and the Delegate Trustees. 5&6. Construction & Service Agency Agreements 9. Project 10. Project Payment FGN AS LESSEES 10 Delivery 14. Exercise of Sales/Purchase Undertakings The contractors deliver the completed Roads to the Issuer, through FMWH, FCTA & MNDA. 11 The Issuer (as Lessor) delivers the Roads to FMWH, FCTA & MNDA (as Lessees), pursuant to the Forward ljarah Agreements. The FGN pays periodic rentals for the use of the Roads to the designated repayment account with the CBN for the entire tenor of the Sukuk. STRICTLY PRIVATE & CONFIDENTIAL UNITY AND FACTANT PROCES FMW&H, FCTA & FMNDA AS AGENTS KEY: 12 FMW&H Federal Ministry of Works & Housing. FCTA - Federal Capital Territory Administration FMNDA - Federal Ministry of Niger Delta Affairs 2 13 The CBN, as Paying Agent, transfers the periodic distribution amounts to Sukuk holders on the scheduled dates. 14 At maturity of the Sukuk, the Issuer exercises the Purchase Undertakings and the Roads are purchased by the FGN. 15 The FGN pays in full the purchase amount to redeem the principal investment made by investors to the designated repayment account with the CBN. 16 The CBN, as Paying Agent, transfers the purchase amounts to Sukuk holders at maturity of the Sukuk in Bulk and the SPV cancels the certificates. 19#204 USE OF ISSUE PROCEEDS STRICTLY PRIVATE & CONFIDENTIAL UNITY AND FAITH PEACE AND PROGRESS#21List of the 2021 FGN Sukuk Road Projects - The Federal Ministry of Works and Housing The Sukuk will be used to advance the construction and rehabilitation of the roads under the following zones: Zone Project No. Amount North Central 12 NGN33.33bn • North East 11 NGN33.33bn • North West 11 NGN33.33bn • Projects Abuja-lokoja road section iv (koton karfi-lokoja); Dualisation of obajana junction to benin phase 2: section 1 (obajana junction to okene); • Construction of oju/loko-oweto bridge to link loko and oweto with approach roads; Makurdi - naka - adoka - ankpa road in benue state; Construction of baro port to gulu town in niger state; Reconstruction of nasarawa -loko road in nasawara state section i; Kano-maiduguri road (section iv-v); Rehabilitation of gwoza - damboa - goniri -ngamdu, borno state; Mayo belwa - jada - ganye - ganye - tougo road in adamawa state; Construction of ibi bridge; Rehabilitation of nguru-gashua-bayamari road, section ii (gashua- bayamari) phase ii (km 22+000-59+000) in yobe state; Rehabilitation of yola-hong-mubi road in adamawa state; Construction of jarmai-bashar-zurak-andame road in karim lamido Iga, plateau and taraba states; Kano-maiduguri road (section i, kano-wudi-shuari); Dualisation of kano-katsina road phase 1: kano town at dawanau roundabout to katsina state border in kano state; • Construction of kaduna eastern by-pass; • Construction of kano western bye pass; Dualisation of kano-katsina road in kano/katsina states phase ii (km 74+100 km 152+655) in kano/katsina states border-katsina steel rolling mills round about; - Rehabilitation of sokoto-tambuwal-jega-kontagora-makera section i in sokoto/kebbi states; Rehabilitation of ajingi - jahun - kafin hausa road in jigawa state; . • . Completion of outstanding works on the reconstruction of nasarawa -loko road in nasawara state; Rehabilitation of makurdi-gboko-katsina-ala road (makurdi-gboko section); Rehabilitation of new bussa states; - kaiama road in niger and kwara Construction of suleja-chaza-baburu road, niger state; Construction of a standard 4 spans of 20m each bridge at km18+200 along langtang-wase road, plateau state Rehabilitation of potiskum-bajoga-gombe road in yobe and gombe states, length 189 km; General maintenance of yola-fufore road in adamawa state contract; Construction of biu - numan road in borno/adamawa states section i:ch 0+000-ch 45+000 Rehabilitation kaduna-pambeguwa-jos road in kaduna/plateau states; Construction of kunya-babura-niger border: babura - niger republic border in kano state; Reconstruction ofkwanar damawa-kunya-kanya baba-babura- gidan babban mutum- niger republic border road section i: kwanar damawa-kunya-kanya baba in kano and jigawa states; Kano -kazaure-daura-mai adua road in kano, jigawa and katsina states STRICTLY PRIVATE & CONFIDENTIAL 21#22List of the 2021 FGN Sukuk Road Projects - The Federal Ministry of Works and Housing cont'd Zone Project No. Amount • • South East 8 NGN33.33bn • • Projects Rehabilitation of enugu-port harcourt dual carriageway section (i-iii); Rehabilitation of outstanding section of onitsha-enugu expressway: amansea- enugu state border; Rehabilitation of old enugu - onitsha road (opi junction - ukehe okpatu-aboh udi-oji to anambra border); Rehabilitation of onitsha-enugu dual carriageway section ii (anambra state border- enugu) in enugu state; Dualisation of obajana junction to benin phase 2: section (ii-iv); Rehabilitation of enugu-port harcourt road section iv: aba- port harcourt; Dualisation of yenegwe road junction-kolo-otuoke-bayelsa palm(20km); Construction of ikom bridge in cross river state; Dualisation of sapele-ewu road: section i: sapele-agbor in delta state; • • • Full rehabilitation of 9th mile-enugu port harcourt dual carriageway in enugu state including 9th mile bypass; Rehabilitation of achingali - udobiz - udo - na -umu uwana ubakala road including bridge across imo river in imo state Dualisation of sapele-ewu road: section ii: agbor- ewu in delta state; Rehabilitation of alesi-ugep(iyamoyung-ugep) section in cross river state; Rehabilitation of odukpani junction-akpet central section of calabar-ikom-ogoja road in cross river state South South 10 NGN33.33bn • • • Reconstruction of the outstanding sections of beni-ofosu- ore-ajebandele-shagamu expressway phase iii; • • Pavement strengthening and asphalt overlay of ajebandele- ijebu ode-shagamu road in ogun state; Rehabilitation of the outer marina-bonny camp and eko bridge through apongbom bridge with access ramps in lagos state; Addendum iii to dualisation of lagos-otta road in lagos state; South West 8 NGN33.33bn • Total 60 60 STRICTLY PRIVATE & CONFIDENTIAL NGN200bn Rehabilitation of ikorodu shagamu road in lagos state; • Dualisation of ibadan-ife-ilesha road in oyo state; • • Rehabilitation of outstanding sections of iseyin - okeho Dualisation of akure - ado ekiti road in ondo/ekiti states; road including two (2) bridges, oyo state 22 22#23List of the 2021 FGN Sukuk Road Projects - Federal Capital Territory Administration and the Ministry of Niger Delta Affairs Federal Capital Territory Administration Zone North Central Total Project No. Amount Ministry of Niger Delta Affairs Zone • • NGN37.00bn NGN37bn Project No. Amount • • South South 5 NGN75.00bn Total 5 STRICTLY PRIVATE & CONFIDENTIAL NGN75bn • Projects Construction of Southern Parkway from Christian Centre (S8/9) to Ring Road I (RR I); Completion of Roads B6, B12 & Circle Road, Abuja Central Area; Rehabilitation and expansion of Outer Southern Expressway from Villa Roundabout to OSEX/Ring Road 1 (RR1) Junction including Four (4) Nos. Interchange and Extension of Right and Left Hand Service Carriageways to Wasa Junction (Villa Roundabout - Osex/Shehu Shagari Junction - Apo Roundabout - Wasa Junction; • • Construction of the 15km Left Hand service Carriageway of Outer Southern Expressway (OSEX) Stage II from Ring Road I (RRI) Junction to Wasa Junction; Construction of One Service Carriageway of Inner Northern Expressway (INEX) from Ring Road III (RIII) to Ring Road IV (RRIV); Extension of Inner Southern Expressway (ISEX) from Southern Parkway to Ring Road II ( Christian Centre /CBN Galadimawa Roundbout) Dualisation Of East-West Road (Section II-I) Port Harcourt-Ahoada, 47Km; Dualisation Of East-West Road (Section II-II) Ahoada- Kaiama, 54Km; Upgrading of 15km of Section III from Port-Harcourt Eleme Junction to Onne Port Junction, 15Km; Projects • • Dualization Of East-West Road (Section IV) Eket-Oron, 51Km; Construction of Eket Bypass 9.75Km (dual carriageway) 23#245 INVESTMENT HIGHLIGHTS STRICTLY PRIVATE & CONFIDENTIAL UNITY AND FAITH PEACE AND PROGRESS#25Reasons why you should invest in the FGN Sukuk IV Offering Responsible Investing Sukuk are specifically structured to ensure that all funds are utilised on tangible infrastructure projects AND THAT ANDROI Low Risk The payment obligation under the Sukuk is an irrevocable obligation of the Federal Government of Nigeria Financial Inclusion Sukuk encourages financial inclusion by providing an avenue for non-interest investors to participate in the fixed income market. In addition, the Sukuk provides an opportunity to further develop the savings culture in Nigeria, particularly among individuals and other retail investors Fit for Ethical Preference UNITY AND FAITH PEACE AND PROGRESS Liquidity Sukukholders can trade the Sukuk on the Nigerian Exchange Limited and FMDQ Securities Exchange. The Sukuk qualifies as liquid assets for banks and other institutions The Sukuk provides an attractive investment opportunity for investors who are ethically minded STRICTLY PRIVATE & CONFIDENTIAL Collateral for Borrowing The Sukuk investment certificate may be used as collateral for securing credit facilities from financial institutions 25 25#26How to Invest 1 Obtain Application Form Contact the DMO, Issuing Houses, Financial Adviser, Receiving Agents or Placement Agents to obtain the Application Form: 2 Fill Application Form Fill the application form legibly with your: Debt Management Office NDIC Building (1st Floor) Plot 447/448 Constitution Avenue Central Business District, Abuja www.dmo.gov.ng Tel: +234 815 819 7240 Issuing Houses 3 Greenwich Merchant Bank Limited Vetiva Capital Management Limited Stanbic IBTC Capital Limited Plot 1698A, Oyin Jolayemi Street Victoria Island Lagos Capital [email protected] +234 (01) 6370000 Financial Adviser Buraq Capital Limited 3rd Floor, Muktar El-Yakub Place Plot 1129, Zakaria Maimalari Street, Central Business District Abuja [email protected] Plot 266B, Kofo Abayomi Street Victoria Island Lagos [email protected] +234 807 209 0056 I.B.T.C. Place Walter Carrington Crescent Victoria Island Lagos Stanbic IBTC- DebtCapital [email protected] +234 (1) 422 8855 Receiving Agents Stanbic IBTC Bank Plc; Sterling Bank Plc; Jaiz Bank Plc; Lotus Bank Limited; TAJ Bank Limited; Greenwich Merchant Bank (Receiving Bank for Institutional Investors); Zenith Bank (Receiving Bank for Institutional Investors); and All Registered Stockbrokers by the Nigerian Exchange Limited Forms can also be downloaded online via www.dmo.gov.ng; www.greenwichbankgroup.com; www.stanbicibtccapital.com; www.vetiva.com STRICTLY PRIVATE & CONFIDENTIAL • - Personal Information - Bank details for payment of your returns - Central Securities Clearing System/Custodian account details The amount you wish to invest Any other information required on the form Make Payment Pay for the Units you wish to buy at all branches of the following Receiving Banks: Stanbic IBTC Bank Plc; Sterling Bank Plc; - Jaiz Bank Plc; Lotus Bank Limited; and TAJ Bank Limited 26#27How to Invest- Cont'd You can also contact any of the following Placement Agents (Primary Dealers and Market Makers of FGN Securities) Zenith Bank Plc United Bank for Africa Plc Standard Chartered Bank Nigeria Limited Stanbic IBTC Bank PLC Guaranty Trust Bank Plc STRICTLY PRIVATE & CONFIDENTIAL Access Bank Plc CitiBank Nigeria Limited Coronation Merchant Bank Limited Placement Agents Ecobank Nigeria Limited FBNQuest Merchant Bank Limited FSDH Merchant Bank Limited First Bank of Nigeria Limited First City Monument Bank Limited AND THAT ANDROI 27 27#28THANK YOU DEBT MANAGEMENT OFFICE NIGERIA & GREENWICH MERCHANT BANK STRICTLY PRIVATE & CONFIDENTIAL Stanbic IBTC Capital Issuing Houses VETIVA CAPITAL MANAGEMENT LIMITED BURAQ Capital Limited Financial Adviser AND THAT ANDROI 28