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ANNUAL REPORT AND 2014 FINANCIAL STATEMENTS Good energy contents contents 02 Company Information 03 Notice of 46th Annual General Meeting 04 Resolutions to be passed at the Annual General Meeting 05 Profile of New Directors to be Elected 06 Board of Directors 07 Address by Chairman 10 Management Team 11 Report of the Directors on The Financial Statements 13 Corporate Governance 14 Disclosure Requirements 16 Independent Auditor's Report 18 Statement of Comprehensive Income 19 Statement of Financial Position 20 Statement of Changes in Equity 21 Statement of Cash Flow 22 Notes to The Financial Statements 43 Proxy Form GOIL Annual Report & Financial Statements 2014 Company Information Notice of 46th Annual General Meeting BOARD OF DIRECTORS Prof. William A. Asomaning – Chairman NOTICE IS HEREBY GIVEN that the 46th Annual General Meeting of the Shareholders of Ghana Oil Mr. Patrick Akpe Kwame Akorli – Managing Director Company Limited will be held at the Auditorium, College of Physicians and Surgeons, Ridge, Accra on Hon. Nii Laryea Afotey-Agbo – Member Thursday, 30th April, 2015 at 11:00 am for the transaction of the following business: Nana Esuman Kwesi Yankah – Member Mr. Eugene Akoto-Bamfo – Member Mr. Chris A-Ackummey – Member AGENDA Mad. Faustina Nelson – Member Mr. Thomas Kofi Manu – Member ORDINARY BUSINESS Hon. Kojo Bonsu – Member 1. To receive and consider the reports of the Directors and the Auditors and the Financial Statements of the Company for the year ended December 31, 2014. 2. To declare a dividend for the year ended December 31, 2014. SECRETARY Mr. Stephen Y. Gyaben 3. To elect Directors to replace retiring Directors. 4. To re-elect Directors retiring by rotation. 5. To authorise the Directors to fix the remuneration of the Auditors. AUDITORS PKF 6. To fix the remuneration of the Directors. Chartered Accountants Farrar Avenue P.O. Box GP 1219 Accra SPECIAL BUSINESS: 7. To authorise the Company to purchase and or hold from time to time as and when it deems it prudent such number of its own ordinary shares. REGISTERED OFFICE D 659/4, Kojo Thompson Road, P.O. Box GP 3183, Accra. Dated this 9th day of March, 2015. BY ORDER OF THE BOARD BANKERS GCB Bank Limited Standard Chartered Bank Barclays Bank of Ghana Limited Ecobank Ghana Limited Universal Merchant Bank Limited S.Y. GYABEN, ESQ. Agricultural Development Bank Limited Prudential Bank Limited Company Secretary Zenith Bank Ghana Limited First Atlantic Merchant Bank Ghana Limited National Investment Bank Ghana Limited Societe Generale Bank Ghana Limited Stanbic Bank Ghana Limited A member of the Company entitled to attend and vote at the above Meeting is entitled to appoint a proxy to United Bank for Africa attend and vote instead of him. A proxy need not be a member of the Company. Completed proxy forms should be deposited at the Registered Office, D659/4, Kojo Thompson Road, P.O. Box, GP 3183, Accra not less than 48 hours before the appointed time of the meeting. Failure to submit the forms before the 48 hours deadline will result in the Proxy not being admitted to or participating in the meeting. A Form of Proxy to be used is enclosed herewith. 02 GOIL Annual Report & Financial Statements 2014 GOIL Annual Report & Financial Statements 2014 03 Company Information Notice of 46th Annual General Meeting BOARD OF DIRECTORS Prof. William A. Asomaning – Chairman NOTICE IS HEREBY GIVEN that the 46th Annual General Meeting of the Shareholders of Ghana Oil Mr. Patrick Akpe Kwame Akorli – Managing Director Company Limited will be held at the Auditorium, College of Physicians and Surgeons, Ridge, Accra on Hon. Nii Laryea Afotey-Agbo – Member Thursday, 30th April, 2015 at 11:00 am for the transaction of the following business: Nana Esuman Kwesi Yankah – Member Mr. Eugene Akoto-Bamfo – Member Mr. Chris A-Ackummey – Member AGENDA Mad. Faustina Nelson – Member Mr. Thomas Kofi Manu – Member ORDINARY BUSINESS Hon. Kojo Bonsu – Member 1. To receive and consider the reports of the Directors and the Auditors and the Financial Statements of the Company for the year ended December 31, 2014. 2. To declare a dividend for the year ended December 31, 2014. SECRETARY Mr. Stephen Y. Gyaben 3. To elect Directors to replace retiring Directors. 4. To re-elect Directors retiring by rotation. 5. To authorise the Directors to fix the remuneration of the Auditors. AUDITORS PKF 6. To fix the remuneration of the Directors. Chartered Accountants Farrar Avenue P.O. Box GP 1219 Accra SPECIAL BUSINESS: 7. To authorise the Company to purchase and or hold from time to time as and when it deems it prudent such number of its own ordinary shares. REGISTERED OFFICE D 659/4, Kojo Thompson Road, P.O. Box GP 3183, Accra. Dated this 9th day of March, 2015. BY ORDER OF THE BOARD BANKERS GCB Bank Limited Standard Chartered Bank Barclays Bank of Ghana Limited Ecobank Ghana Limited Universal Merchant Bank Limited S.Y. GYABEN, ESQ. Agricultural Development Bank Limited Prudential Bank Limited Company Secretary Zenith Bank Ghana Limited First Atlantic Merchant Bank Ghana Limited National Investment Bank Ghana Limited Societe Generale Bank Ghana Limited Stanbic Bank Ghana Limited A member of the Company entitled to attend and vote at the above Meeting is entitled to appoint a proxy to United Bank for Africa attend and vote instead of him. A proxy need not be a member of the Company. Completed proxy forms should be deposited at the Registered Office, D659/4, Kojo Thompson Road, P.O. Box, GP 3183, Accra not less than 48 hours before the appointed time of the meeting. Failure to submit the forms before the 48 hours deadline will result in the Proxy not being admitted to or participating in the meeting. A Form of Proxy to be used is enclosed herewith. 02 GOIL Annual Report & Financial Statements 2014 GOIL Annual Report & Financial Statements 2014 03 Resolutions to Be Passed at The Annual General Meeting Profile of New Directors to be Elected The Board of Directors will be proposing the following 6. To Fix the Remuneration of the Directors resolutions, which will be put to the Annual General The Board will request from members their approval 1. ALHAJI ABDUL RAZAK EL-ALAWA Meeting to fix the remuneration of the Directors. Alhaji Abdul Razak El-Alawa is 70 years old and is a Journalist by profession. He completed the University of Ghana, Legon in 1970 with a B.A. (Hons) Degree in History. He also obtained a Post Graduate Diploma (Journalism & 1. To Receive the 2014 Accounts 7. To authorise the Company to purchase its own Communication) in 1973 from the same University. The Board shall propose the acceptance of the 2014 shares Alhaji El-Alawa was a tutor at Konongo/Odumasi Secondary School from 1970 – 1972 and also taught at Presbyterian Accounts as the true and fair view of the state of Subject to part IX, Sections 68-73 of the GSE Rules; Boys Secondary School, Legon from 1972-1974. affairs of the Company for the year ended 31st Sections 59-63 & 70 of t he Companies Act 1963, Act In 1974, he joined the Graphic Corporation as a staff writer of the Daily Graphic newspaper and rose to be the Regional December, 2014 and of its performance for the year 179 and in compliance with all applicable rules and Editor, Northern/Upper Regions of the Daily Graphic from 1975 – 1979. From 1979 – 1981, he was appointed as the Press Secretary, Office of the President of the Republic of Ghana. then ended. regulations, the Company is hereby authorised to the fullest extent permitted by law to purchase Alhaji El-Alawa also had some working experience in Nigeria from 1983 – 1996. The positions he held in Nigeria 2. To Declare a Dividend and/or hold from time to time as when it deems included the following: The Directors recommend the payment of a dividend prudent, such number of its own ordinary shares as + Head, National Youth Service Corps, Lagos of Gh¢0.020 per share amounting to may be determined by the directors upon such terms + Head of Rewrite Desk, Daily Times of Nigeria, Lagos GH¢5,044,469.76 for the year ended 31st December and conditions as the Directors may deem fit and + Editor, The Herald, Ilorin, Kwara State 2014. expedient in the interest of the Company provided that: He won the journalist of the Year Award for 1975, 1976 & 1978 3. To Elect Directors to Replace Retiring Directors Ÿ The maximum number of shares which may be He was also the Editor-In-Chief of “The New Ghanaian” and Editor of “The Ghanaian Democrat”. He is currently the Two members of the Board, Hon. Kojo Bonsu and purchased and/ or held by the Company at any point Chief Executive Officer of Elzak Media Consult – a firm of PR, Advertising and Marketing Practitioners. Hon. Nii Laryea Afortey-Agbo will retire from office. in time shall not exceed 15% of the total issued Alhaji serves on the Governing Boards of West Africa Senior High School and Konongo Odumasi Senior High School. shares. The following persons are to be elected to replace Ÿ The maximum amount of funds to be allocated for He is a member of a number of Associations including the following: the retiring Directors: this purpose shall not exceed the funds available in + Ghana Journalist Association Ÿ Alhaji Abdul Razak El-Alawa its Income Surplus Account as at December 31, 2014 + National President Old Vandals Association Ÿ Mr. Damian Yelbonkang Zaato in pursuant of Section 63 of the Companies Act 1963. + University of Ghana Alumni Council 4. To Re-elect Directors Retiring by Rotation Reasons for Purchase 2.