Ghana Oil Company Limited

Good energy

To Shareholders

Underwriter: Belstar Capital Ltd.

Sponsoring Broker: Strategic African Securities Ltd.

Financial Advisors: March Oak Partners Ltd. Strategic African Securities Ltd. 2016 Belstar Capital Ltd. Ghana Oil Company Limited

Good energy

CIRCULAR TO SHAREHOLDERS

RENOUNCEABLE RIGHTS ISSUE Of

139,639,640 ordinary shares of no par value at GH¢1.24 (one cedi and twenty four pesewas) per share in a ratio of 0.5536 new shares for every 1 share held by a Qualifying Shareholder

FINANCIAL ADVISORS Oak Partners Limited Strategic African Securities Limited Belstar Capital Limited

SPONSORING BROKER Strategic African Securities Limited

UNDERWRITER Belstar Capital Limited

MARCH, 2016

Strategic African SAS Securities Limited Oak Partners Ltd. Good energy THIS DOCUMENT IS IMPORTANT AND REQUIRES IMMEDIATE ATTENTION OF ALL SHAREHOLDERS OF GHANA OIL COMPANY LIMITED (GOIL)

This Offering Circular (the “Circular”) has been sent to all Ghana Oil Company Limited (GOIL) shareholders on the register of members as at 27th April 2016.

If you have sold or otherwise transferred all your shares in GOIL, please send this Circular as soon as possible to the purchaser or transferee, or to the stockbroker or other agent through whom the sale or transfer was effected to the purchaser or transferee.

No person is authorised to give any information or to make any representation not contained in this Circular and any information not contained in this Circular must not be relied upon as having been authorised by GOIL, Strategic African Securities Limited, or any other GOIL advisor(s). Neither the delivery of this Circular, or any sale made hereunder, will under any circumstances, create any impression that there has been no change in the affairs of the Company since the date hereof or that the information contained in this document is correct as at any time subsequent to its date. Any material change, relevant to the Offer, in the affairs of the Company during the Offer period will be communicated to the Securities and Exchange Commission (SEC) and the investing public.

The application has been made to the Ghana Stock Exchange (the “GSE”), for the listing of all the additional shares to be issued under this Offer on the First Official List of the GSE. The GSE has given approval for the listing of the said shares. The GSE assumes no responsibility for the correctness of any of the statements made, opinions expressed and the reports presented in the Circular.

This Circular has been reviewed and approved by the SEC in accordance with Section 9 of the Securities Industry Act 1993 (P. N. D.C. Law 333) as amended and the Securities and Exchange Commission Regulations 2003 (L.I. 1728). In its review, the SEC examined the contents to ensure that adequate disclosures have been made.

A copy of this Circular has been delivered to the Registrar of Companies, Ghana (the “Registrar General”), for filing. The Registrar General has not checked and will not check the accuracy of any

Goil – Renounceable Rights Issue i statements made and accepts no responsibility therefore for the financial soundness or the value of the securities concerned.

The distribution of this Circular and the Offering of the shares in certain jurisdictions may be restricted by law. The Company requires persons into whose possession this Circular comes to inform themselves about, and observe, any such restrictions. This Circular does not constitute an Offer and may not be used for the purpose of an offer or solicitation by anyone in any jurisdiction or in any circumstances in which such an Offer or solicitation is not authorised or is unlawful.

Before deciding whether to apply for shares, you should consider whether shares are a suitable investment for you. Their values can either go down or up. Past performance is not necessarily indicative of its future performance. If you need advice, you should consult a suitable professional advisor.

To ascertain the financial soundness or value of this Offer, investors are advised to consult a dealer, investment advisor or other professionals for appropriate advice.

It should be noted that this document is neither an invitation to subscribe to shares nor a prospectus nor a statement in lieu of a prospectus for the public in Ghana or elsewhere to subscribe to shares in GOIL. This Listing Particulars and Circular is intended only for the use of shareholders registered on the shareholders’ register of the Company as at 27th April, 2016 and is not to be redistributed, reproduced or used, in whole or in part, for any other purpose.

A copy of these Listing Particulars and Circular has been filed with the SEC.

ii Goil – Renounceable Rights Issue GHANA OIL COMPANY LIMITED

(Incorporated in Ghana as a limited liability company under the Companies Code, 1963 (Act 179) with company number CS352862014)

CIRCULAR TO GOIL SHAREHOLDERS

REGARDING

A RENOUNCEABLE RIGHTS ISSUE OF 139,639,640 ORDINARY SHARES OF NO PAR VALUE AT GH¢1.24 PER SHARE (ONE CEDI AND TWENTY FOUR PESEWAS)

Oak Partners Limited, Strategic African Securities Limited and Belstar Capital Limited are acting as the Financial Advisors to this offer. They have relied on information provided by the Company and they advise accordingly. They provide no assurance of the accuracy of the information contained in this Circular. They do however confirm that to the best of their knowledge, this Circular constitutes a full and fair disclosure of all material facts about the Company and the Offer.

Strategic African Securities Limited (SAS) is acting as the Sponsoring Broker to GOIL in respect of the Offer and has relied on information provided by GOIL and its advisors and accordingly, SAS does not provide any assurance of the accuracy of the information contained in this Circular. SAS does however, confirm that to the best of its knowledge, this Circular constitutes a full and fair disclosure of all material facts about the Company and the Offer.

GRM Law Consult is acting as the Legal Advisor to GOIL on this Renounceable Rights Issue. They have relied on information provided by the Company. Accordingly, GRM Law Consult does not provide any assurance of the accuracy of the information contained in this Circular. GRM Law Consult confirms that to the best of its knowledge and belief, this Circular constitutes a full and fair disclosure of all material facts about the Company and the Offer.

Deloitte & Touche is acting as the Reporting Accountant to GOIL in respect of the Offer. The Reporting Accountant has relied on information provided by the Company and its auditors. Deloitte & Touche does not provide any assurance of the accuracy of the information contained in the Circular. Deloitte & Touche however confirms that based on its review, nothing has come to its attention that causes it to believe that the historical financial statements and the assumptions set forth in part 5 do not represent a true and fair view in accordance with International Financial Reporting Standards, and the Companies Code 1936 (Act 179) and do not provide reasonable basis for the associated projected financial statements.

MARCH, 2016

Goil – Renounceable Rights Issue iii DECLARATION BY DIRECTORS

The information given in this Listing Particulars and Circular are in compliance with the Ghana Stock Exchange Rules (the “Listing Rules”) governing the Official Listing of Securities. They are given for the purpose of disclosing information relating to the Issuer.

This prospectus/letter of offer/circular has been seen and approved by us the Directors of the issuer and we collectively and individually accept full responsibility for the accuracy of the information given and that after making all reasonable inquiries and to the best of our knowledge and belief there are no facts, the omission of which would make any statement in the document referred to above misleading.

The Board of Directors of GOIL (the “BOD”) hereby declares the following: (i) the working capital available to GOIL is sufficient to meet its day to day operations for a period of twelve (12) months from the date of this document;

(ii) there has been no material adverse change in the financial position of GOIL since the latest interim published financial statements for the year ended 31st December, 2015; and

(iii) At 31st December, 2015: ü GOIL did not have any listed debt securities; ü the total debt of GOIL (both short and long term) amounted to GH¢58.237 million

On 22nd September 2013, the Board of Directors approved a proposed Rights Issue of up to 139,639,640 New Ordinary Shares at an issue price of GH¢1.24 per share. 0.5536 New Ordinary Share will be issued for every one (1) Ordinary Share held by a GOIL shareholder at the close of business on 27th April, 2016. This Rights Issue was approved by the shareholders at an Annual General Meeting held on 29th May, 2014.

iv Goil – Renounceable Rights Issue The Rights Issue is to be fully underwritten under a bought deal basis. For and on behalf of the Board of Directors of GOIL

Prof. William A. Asomaning Chairman 31st August, 2015

Mr. Patrick Akpe Kwame Akorli Managing Director 31st August, 2015

Goil – Renounceable Rights Issue v SALIENT FEATURES OF THE RIGHTS ISSUE

NEW ORDINARY SHARES The New Ordinary shares of 139,639,640 issued at an issue price of GH¢1.24 each will rank pari passu with the existing Ordinary Shares.

PURPOSE OF THE ISSUE To: ü Strengthen the Balance Sheet ü Expand Current Retail Outlets ü Finance a 2,000-tonne LPG spherical storage at Tema ü Rehabilitate the Takoradi Depot & Construct a Bitumen Depot ü Finance Equity Portion Due from Joint User Hydrant Installation (JUHI) Relocation & Expansion ü Acquire Lubricant Blendin g Plant

TERMS OF THE ISSUE Proposed Rights Issue of up to 139,639,640 New Ordinary Shares at an issue price of GH¢1.24 each. Every One (1) Ordinary Share registered in the Company Register as at 27th April, 2016 will be entitled to 0.5536 New Ordinary Shares.

LISTING OF THE NEW ORDINARY SHARES Fully paid New Ordinary Shares will be listed and traded on the Official List of the GSE as from 31 May, 2016. The Listing Committee of GSE on 8th March, 2016, approved the listing of the New Ordinary Shares.

AMOUNT TO BE RAISED UNDER RIGHTS ISSUE A maximum of GH¢155 million will be raised under the Offer. The shares under the Rights Issue has been fully underwritten under the Bought Deal Agreements. Terms of the Underwriting can be found in the Underwriting Agreement.

UNDERWRITING The Offer has been fully underwritten on a bought deal bas is.

vi Goil – Renounceable Rights Issue Table of Contents

KEY MILESTONES AND TIME TABLE ...... xi CORPORATE INFORMATION ON GOIL ...... xii ADVISORS TO THE ISSUE ...... xiv DEFINITIONS ...... xvi LEGAL ADVISOR’S COMPLIANCE CERTIFICATE ...... xviii 1.1 Introduction ...... xviii 1.1.1 Basis of Instructions ...... xviii 1.1.2 Documents Examined ...... xviii 1.2 Scope and Purpose of the Opinion ...... xix 1.3 Opinion ...... xix 1.3.1 Incorporation ...... xix 1.3.2 Authorisation to do Business ...... xix 1.3.3 Corporate Authorisations ...... xix 1.3.4 Circular to Shareholders ...... xix 1.3.5 Approval and Consents ...... xix 1.3.6 Contractual Obligations ...... xix 1.3.7 The Regulations ...... xx PART 1 - PARTICULARS OF THE RIGHTS ISSUE ...... 1 1.1 Legal Basis for the Rights Issue ...... 1 1.2 Background to and Purpose of the Rights Issue ...... 1 1.3 Use of Funds ...... 4 1.4 Estimated Net Proceeds ...... 4 1.5 Offer Statistics...... 5 1.6 Terms of the Rights Issue ...... 5 1.6.1 New Ordinary Shares ...... 5 1.6.2 Issue Price for New Ordinary Shares ...... 6 1.6.3 Opening and Closing Dates for the Rights Issue ...... 6 1.6.4 Rights Attached to New Ordinary Shares ...... 7 1.6.5 Oversubscription ...... 7 1.6.6 Dealings ...... 7

Goil – Renounceable Rights Issue vii 1.6.7 Qualifying Date and Distribution of the Offer Circular ...... 7 1.6.8 Trading in the Rights ...... 7 1.7 Application ...... 8 1.7.1 Acceptance ...... 8 1.7.2 Escrow Account ...... 9 1.7.3 Allotment ...... 9 1.7.4 Sale of Rights ...... 9 1.7.5 Transfer of Rights ...... 10 1.7.6 Application for Excess New Ordinary Shares ...... 10 1.7.7 Purchase of Rights to Subscribe for New Ordinary Shares ...... 11 1.8 Payment ...... 11 1.9 Lodgement of Completed Application Forms ...... 12 1.10 Refund ...... 12 1.11 Share Fractions...... 13 1.12 New Ordinary Shares not Subscribed ...... 13 1.13 Issue of New Ordinary Shares ...... 13 1.14 Theoretical Ex-Rights Price ...... 13 1.15 Approval by Shareholders ...... 14 1.16 Listing of New Ordinary Shares ...... 14 1.17 Underwriting of the Offer ...... 14 1.18 History of Share Prices ...... 15 PART 2 - GHANA ECONOMIC AND INDUSTRY OVERVIEW ...... 17 2.1 Economic Background ...... 17 2.2 Industry Analysis ...... 18 2.3 Company Analysis ...... 18 2.4 Strategic Plans and Broad Objectives ...... 19 PART 3 - COMPANY BACKGROUND AND PRINCIPAL ACTIVITIES ...... 21 3.1 Company Background ...... 21 3.2 Principal Activities of GOIL ...... 21 3.3 Shareholding Structure ...... 23 3.4 Dilution Impact ...... 24 3.5 Directors ...... 24

viii Goil – Renounceable Rights Issue 3.6 Directors’ Profiles ...... 25 3.7 Interests of Directors ...... 31 3.8 Management Team ...... 32 PART 4 – USE OF FUNDS AND BUSINESS OUTLOOK ...... 37 4.1 Use of Funds and Impact on Company Revenue ...... 37 4.2 Outlook and Impact of Strategic Plans on Bottom Line ...... 39 PART 5 - REPORT ON FINANCIAL STATEMENTS AND FORECAST ...... 40 5.1 Independent Reporting Accountants’ Report ...... 40 5.2 Assumptions Underlying the Financial Projections ...... 48 5.3 Forecasts and Projections ...... 52 PART 6 - RISK MANAGEMENT ...... 55 6.1 Risk Factors ...... 56 PART 7 - DOCUMENTS AVAILABLE FOR INSPECTION ...... 57 7.1 Underwriting Agreement ...... 57 7.2 Board Resolutions ...... 57 7.3 Escrow Account Agreement ...... 57 7.4 Annual Reports For The Past Five Year s...... 57 7.5 The Rights Issue Offer Circular ...... 57 7.6 Resolution passed by Shareholders ...... 57 7.7 Company Resolutions ...... 57 7.8 Legal Due Diligence Report ...... 57 PART 8 - THE GHANA STOCK EXCHANGE ...... 58 8.1 Overview ...... 58 8.2 Development & Trends ...... 58 8.3 Performance of the Ghana Stock Exchange ...... 59 8.4 Other Information ...... 60

PART 9 - ADDITIONAL TERMS AND INFORMATION ON THE OFFER ...... 61 9.1 Application ...... 61 9.2 Offer to Purchase Shares ...... 63 9.3 Acceptance of the Offer to purchase shares ...... 64 9.4 Payment for Shares ...... 64 9.5 Renunciation ...... 65

Goil – Renounceable Rights Issue ix 9.6 Procedure in Respect of Rights not Taken or Renounced ...... 65 9.7 Warranties ...... 66 9.8 Supply and Disclosure of Information ...... 66 9.9 Listing of New Ordinary Shares ...... 66 9.10 Share Certificates / Central Securities Deposito ry ...... 67 9.11 Exchange Controls ...... 67 9.12 Taxation ...... 68

PART 10 - RECEIVING AGENT’S AND RECEIVING BANK’S CONTACT DETAILS ...... 69

PART 11 - APPLICATION GUIDELINES AND APPLICATION FORMS ...... 72

x Goil – Renounceable Rights Issue KEY MILESTONES & TIME TABLE

Activity Date Time

Ex-Rights Date 25 April 2016 3:00pm Qualifying Date 27 April 2016 5:00pm Book Closure Date 28 April 2016 8:00am Commencement of Offer 3 May 2016 10:00am Commencement of Trading in the Rights 3 May 2016 10:00am Closure of Trading in the Rights 16 May 2016 3:00pm End of Offer 18 May 2016 5:00pm Allotment Begins 20 May 2016 8:00am Allotment Ends 24 May 2016 5:00pm Results of the Offer Submitted to SEC & GSE 26 May 2016 5:00pm Crediting of Depository Accounts/Issue of Letters 30 May 2016 5:00pm of Allotment Listing and Commencement of Trading in the 31 May 2016 9:30am New Shares

All dates provided are subject to change by the Managers of the Offer in consultation with the Directors of GOIL (subject to obtaining the necessary regulatory approvals). Any amendment will be published in a national daily newspaper not later than 72 hours after receipt of regulatory approvals.

Goil – Renounceable Rights Issue xi CORPORATE INFORMATION ON GOIL

Directors: Prof. William A. Asomaning (Board Chairman)

Mr. Patrick Akpe Kwame Akorli (Managing Director)

Nana Esuman Kwesi Yankah

Mr. Chris A. Ackummey

Mad. Faustina Nelson

Mr. Eugene Akoto-Bamfo

Mr. Thomas Kofi Manu

Alhaji Abdul Razak El-Alawa

Mr. Damian Yelbonkanga Zaato

Company Secretary: Mr. Stephen Y. Gyaben GOIL P. O. Box, GP 3183 Accra.

Registered Office: D 659/4, Kojo Thompson Road, P.O. Box GP 3183, Accra.

Auditors: PKF Chartered Accountants Farrar Avenue P.O. Box GP 1219 Accra.

Registrars: Universal Merchant Bank 123 Kwame Nkrumah Avenue, Sethi Plaza P.O. Box 401 Accra.

xii Goil – Renounceable Rights Issue Bankers: GCB Bank Limited

Standard Chartered Bank Ghana Limited

Barclays Bank of Ghana Limited

Ecobank Ghana Limited

Universal Merchant Bank Limited

Agricultural Development Bank Limited

Prudential Bank Limited

Zenith Bank Ghana Limited

First Atlantic Merchant Bank Ghana Limited

National Investment Bank Ghana Limited

Société Generale Bank Ghana Limited

Stanbic Bank Ghana Limited

United Bank for Africa Ghana Limited

uniBank (Ghana) Limited

Goil – Renounceable Rights Issue xiii ADVISORS TO THE ISSUE

Financial Advisors: Oak Partners Limited 23 Sunyani Avenue Kanda Estate P. O. Box PMB CT 235, Cantonments Tel: +233 245 649 524 Fax: +233 302 777 852 Email: [email protected] Contact: Patrick Kingsley-Nyinah

Strategic African Securities Limited 14th Floor, World Trade Centre Independence Avenue, Accra, Ghana P. O. Box KA 16446 Tel: +233 302 661 880/008 Fax: +233 302 663 999 Email: [email protected] Contact: Alec Mensah Email: [email protected]

Belstar Capital 11th Floor, World Trade Centre Independence Avenue, Accra , Ghana Tel:+233 302 747287 Contact: Arthur Polk Email: [email protected]

Sponsoring Broker: Strategic African Securities Limited 14th Floor, World Trade Centre Independence Avenue, Accra, Ghana P. O. Box KA 16446 Tel: +233 302 661 880/008 Fax: +233 302 663 999 Email: [email protected] Contact: Alec Mensah Email : [email protected]

Legal Advisor: GRM Law Consult Limited H/No. F206/F Emmaus Lane Behind Bosphorus Restaurant, Labone, Accra Tel:+233 302 786 332 Contact: Justin Amenuvor Email: [email protected]

xiv Goil – Renounceable Rights Issue Reporting Accountant: Deloitte & Touché Ibex Court, 4 Liberation Road P. O. Box GP 453, Accra Tel: +233 302 775 355 Email: [email protected] Contact: Daniel Kwadwo Owusu

Registrars: Universal Merchant Bank P. O. Box GP 401, Accra, Ghana Tel: +233 302 666 331 Email: [email protected] Contact: Harriet Antwi

Receiving Agent: Strategic African Securities Limited 14th Floor, World Trade Centre Independence Avenue, Accra, Ghana P. O. Box KA 16446 Tel: +233 302 661 880/008 Fax: +233 302 663 999 Email: [email protected]

Receiving Bank: uniBank (Ghana) Limite d 13th Floor, World Trade Centre Independence Avenue, Accra, Ghana P. O. Box AN 15367 Tel: +233 302 216 111-5 Fax: +233 302 253 695 Contact: Elsie Kyereh Email: [email protected]

Underwriter: Belstar Capital 11th Floor, World Trade Centre Independence Avenue, Accra , Ghana Tel:+233 302 747287 Contact: Arthur Polk Email: [email protected]

Goil – Renounceable Rights Issue xv DEFINITIONS The terms and abbreviations set out below in this document shall bear the following meanings, where the context permits: 1. I Act The Companies Code, 1963, (Act 179) ATK Aviation Turbo Kerosene BBL/D Billion Barrels Per Day B.P.S.D Barrels Per Stream Day BOD The Board of Directors of GOIL BOST Bulk Oil Storage and Transportation BOUGHT DEAL Full underwriting of offer by underwriter Companies Code Companies Code 1963 (Act 179) EBITDA Earnings before interest, tax, depreciation and amortisation EPA Environmental Protection Agency EPS Earnings per Share GH¢ Ghana Cedi GMT Greenwich Mean Time GoG / The Government Government of Ghana GOIL/The Company/Issuer Ghana Oil Company Limited GSA Ghana Standards Authority GSE Ghana Stock Exchange Listing Particulars This document prepared for the purpose of the proposed Rights Issue pursuant to the Listing Rules issued by GSE

Listing Rules The rules gove rning securities listed on the Official Market of the GSE MOE Ministry of Energy New Ordinary Shares New ordinary shares of GH¢1.24 each of GOIL ranking pari passu with the existing Ordinary Shares NPA National Petroleum Authority OMCs Oil Marketing Companies

xvi Goil – Renounceable Rights Issue Person Any natural person, corporation, company, partnership, firm, voluntary association, joint venture, trust, unincorporated organisation, authority or any other entity whether acting in an individual, fiduciary or other capacity whose names appear on the register of GOIL at the close of business on 28th April, 201 6 Receiving Agent Strategic African Securities Limited (SAS) will be receiving applications and payments from Qualifying Applicants under this Offer. Full contact details of the Receiving Agent can be found on page 69 of this document Receiving Bank uniBank (Ghana) Limited which has been appointed by GOIL to receive applications and payments from Qualifying Applicants under the Offer Rights Issue/Offer The proposed issue of up to 139,639,640 New Ordinary Shares at an issue price of GH¢1.24 each to the shareholders of GOIL and any interested 3rd parties as particularised in these Listing Particulars SEC Securities and Exchange Commission SOEs State-Owned Enterprises

The Issuer Ghana Oil Company Limited Transaction Advisors Oak Partners Ltd, Strategic African Securities Ltd and Belstar Capital Ltd TLOC Tema Lube Oil Company TOR Tema Oil Refinery

Goil – Renounceable Rights Issue xvii LEGAL ADVISOR’S COMPLIANCE CERTIFICATE

14th September, 2015

The Director General Securities and Exchange Commission Cantonments Accra

The Managing Director Ghana Stock Exchange 5th Floor, Cedi House Accra

Dear Sirs, GHANA OIL COMPANY LIMITED: RIGHTS ISSUE

1.1 Introduction

1.1.1 Basis of Instructions We have acted as legal advisors to Ghana Oil Company Ltd. (GOIL) in connection with a proposed Rights Issue (the “Offer”).

1.1.2 Documents Examined For the purpose of giving this opinion we have examined originals or copies (certified to our satisfaction) of the following documents (the “Documents” and each a “Document”):

i. The Regulations of GOIL (the “Regulations”);

ii. An extract of the minutes of a meeting of the Board of Directors of GOIL during which the Offer was approved by the Board of Directors of GOIL.

iii. An extract of minutes of a meeting of shareholders of GOIL held on May 29, 2014, during which the Offer was approved by the shareholders of GOIL.

iv. The offering circular to be issued by GOIL in connection with the Offer (the “Circular”);

v. A letter from the Ghana Stock Exchange dated 8th March, 2016, approving the listing of additional shares to be issued under the Offer.

xviii Goil – Renounceable Rights Issue In addition, we have also examined such other documents and certificates, searches and records as are necessary under the laws of Ghana to enable us give this opinion.

1.2 Scope and Purpose of the Opinion This opinion is limited to matters of the law of Ghana as in force and applied at the date of this opinion. We have not investigated the laws of any country other than Ghana and we express no opinion of the laws of any other jurisdiction.

This opinion is given on the basis of the assumptions set out in the Schedule.

1.3 Opinion We are of the opinion that:

1.3.1 Incorporation GOIL is a limited liability company duly incorporated under the Companies Code, 1963 (Act 179) as amended.

1.3.2 Authorisation to do Business GOIL has complied with all regulatory requirements necessary or advisable for the conduct of its business.

1.3.3 Corporate Authorisations GOIL has obtained all the corporate authorisations necessary or advisable in connection with the Offer

1.3.4 Circular to Shareholders The Circular substantially complies with the requirements of the Fifth Schedule of the Securities and Exchange Commission Regulations, 2003 (L.I. 1728) and the Seventh Schedule of the Companies Act 1963 (Act 179) as amended.

1.3.5 Approval and Consents GOIL has obtained all the regulatory and statutory approvals, consents or authorisations of any governmental or other authority that are necessary or advisable in connection with the Offer and the Circular.

1.3.6 Contractual Obligations To the best of our knowledge and upon due enquiry, there are no contractual agreements, obligations or undertakings preventing GOIL from undertaking the Offer.

Goil – Renounceable Rights Issue xix 1.3.7 The Regulations The Offer does not contravene any provisions of the Regulations.

Schedule of Assumptions

In giving this opinion, we have assumed, and this opinion is given on the basis that: 1. All original documents supplied to us are complete, authentic and up to date, and that all copy documents supplied to us are complete and conform to the originals;

2. The authorising resolutions of GOIL were duly passed at properly convened meetings of GOIL’s shareholders and Board of Directors and duly qualified quorum of such Shareholders and Directors voted in favour of approving the resolutions; and

3. All disclosures made to us by GOIL and its officers as reflected in the Circular are materially correct as at the date of this opinion and no event has occurred which undermines or may undermine the correctness of those disclosures.

We have found nothing to indicate that the above assumptions are not justified.

Yours faithfully,

Justin Amenuvor Managing Partner GRM Law Consult

xx Goil – Renounceable Rights Issue Good energy

PART 1

PARTICULARS OF THE RIGHTS ISSUE

1.1 Legal Basis for the Rights Issue

At the Annual General Meeting (AGM) held at the College of Physicians and Surgeons, Ridge, Accra, on the 29th of May 2014, the shareholders of GOIL resolved and passed the following resolutions:

i. Special Resolutions to authorize the Directors as part of the Company’s capitalization process to exercise all powers of the Company to raise additional capital of not less than fifty million Ghana cedis [GH¢50million] by way of rights issue and/or private placements on such terms and conditions as they may consider appropriate and in the best interest of the Company and its shareholders. ii. Resolution authorizing the company to raise additional capital through a renounceable rights issue and the associated cost.

1.2 Background to and Purpose of the Rights Issue

The Oil Marketing Industry has changed structurally within the past decades. This, coupled with deregulation of the industry has led to the proliferation of many companies in the industry. Consistent with the structural industrial change and deregulation, GOIL has lost its dominance in the industry. As at the end of January, 2015, GOIL ranked as the third largest Oil Marketing Company (OMC), after multinational competitors Total Petroleum and Vivo Energy. As the Company looses its competitive advantage in the distribution of white products (subject to intense price regulation hence lower margins), which form the bulk of its product line as a result of the proliferation of a number of companies within the same space, it is also virtually non-existent in the higher margin segments (such as mining, bunkering, aviation and bitumen), which is dominated by the multinationals and also contribute strongly to shareholder value maximisation of its competitors. An equity injection in the Company will

Goil – Renounceable Rights Issue 1 therefore strengthen its financial position and give it the edge to undertake projects that will strengthen its dominance in the Oil Marketing Industry.

The proceeds from this Rights Issue are therefore aimed at achieving the following feats, which in turn are aimed at boosting the Company’s profitability and sustaining long-term shareholder value creation of GOIL.

ü Strengthen the Balance Sheet: Since it was converted into a public company and listed on the Ghana Stock Exchange in 2007, GOIL has not had the privilege of an equity capital injection. Meanwhile, the rapid change in the Oil Marketing Industry and the consistent decline in its dominance within the industry have made it imperative for an equity injection into GOIL. Unlike its peers such as Total and Shell, both of which enjoy support from their multinational parents, GOIL does not have any such parental support. Consequently, GOIL has been left alone to finance its growth solely from internally generated funds, which does not position it to take advantage of the wealth of opportunities available to it in the Oil Marketing Industry. Meanwhile, peer companies are able to take full advantage of these opportunities by capitalising on support from their parents. For instance, while GOIL reported a stated capital of GH¢31.81 million for the 2014 financial year, TOTAL’s stated capital was GH¢51.22. With a stated capi t a l of about half of that of its peers, GOIL’s growth prospect is stunted.

With the capital injection, GOIL will be able to increase its asset size and enjoy the economies of scale that come with size. A larger company is able to compete for and obtain supplies from well-established suppliers at great prices. Additionally, GOIL will be able to attract better talents to improve its efficiency and generate higher profitability for the Company. With the additional capital injection, GOIL can venture into other profitable business lines and generate higher profits for its shareholders.

Meanwhile, even in difficult time when things are challenging, a high level of capital will shield the Company from bankruptcy. Granted, a high stated capital will support the Company and reduce the level of leverage in its operations. The Company currently operates with a high debt ratio of 81% (as at June, 2015; while its listed competitor, TOTAL Petroleum, had a debt ratio of 69% for the same period). The high gearing ratio also

2 Goil – Renounceable Rights Issue prevents the Company from accessing debt facilities to undertake profitable ventures to improve its competitive standing within the industry. The proposed Rights Issue, which seeks to raise equity capital of GH¢155 million, will reduce the Company’s debt ratio to 61% and give it the latitude to take advantage of structured debt financing facilities and profitable opportunities in the industry. ü Expand Current Retail Outlets: Part of the proceeds from the Rights Issue will be used to expand the retail outlets of GOIL from 170 to 250. Total retail outlets for all Oil Marketing Companies (OMCs) stood at 2,200 as at March, 2013.

ü Finance a 2,000-tonne LPG spherical storage at Tema: Forecasts show that the current LPG supply is far below the national demand, and the situation is attributable to lack of storage facilities with the capacity to accommodate large volumes of the product.

ü Rehabilitate the Takoradi Depot & Construct a Bitumen Plant: The product storage facility will be expanded and a new bitumen storage plant will be built. With the oil find in the country, the Takoradi Depot has become a strategic plant. There is therefore the need to expand the facilities in order to play a major role in the upstream business. Bitumen supply is currently in the hands of multinational Oil Marketing Companies. As an indigenous Oil Marketing Company, there is the need to build a Bitumen plant to participate in the supply and support the government to expand the road network nationwide.

ü Finance Equity Portion Due from JUHI Relocation & Expansion: GOIL needs to reposition itself strategically to be able to compete after the expansion of the Kotoka International Airport, which will result in the relocation of the Joint User Hydrant Installation (JUHI), which is jointly owned by SHELL, TOTAL and GOIL. GOIL will be required to make further contributions towards the funding of a new JUHI in order to meet aviation standards.

ü Lubricant Blending Plant: Establish a second lubricant blending plant to support the current one (Tema Lube Oil), jointly owned by Shell, Total, GOIL and SSNIT. The economy has expanded considerably and currently, over 40% of lubricants are imported into the country. This extra lubricant blending plant will domestically service this unmet demand.

Goil – Renounceable Rights Issue 3 1.3 Use of Funds

The Directors of GOIL, together with the Management team, will utilise the proceeds from the Offer to support the projects outlined in table 1:

Table 1: Utilization of Offer Proceeds

Description Cost (GH¢'M)

Takoradi Depot 10.0 Storage Facilities at Takoradi Port 15.0 Service Stations 60.0 LP Gas 30.0 Bitumen Plant 20.0 Aviation Fuel 5.0 Lubricant Blending Plant 10.0 TOTAL 150.0

1.4 Estimated Net Proceeds

Table 2: Estimated Net Proceeds

Details GH¢’M

Proceeds from Rights Issue 155.0

Estimated Expenses (see next page) 5.0

Estimated Net Proceeds from Rights Issue 150.0

Total expense associated with the Rights Issue is estimated at GH¢5.0 million, the breakdown of which is as follows:

4 Goil – Renounceable Rights Issue

Table 3: Statutory and Transaction Fees

Item Amount (GH¢) % of Offer Regulatory Fees (SEC) 77,500 0.05

Regulatory Fees (GSE) 561,073 0.36

Registrars 77,500 0.05

Sponsoring Broker's Commission 1,16 2,500 0.75

Direct Publicity, Printing & Administration 2 94,500 0.19

Legal Due Diligence 356,500 0.23

Accounting Due Diligence 77,500 0.05

Financial Advisory Fees 2,392,927 1.54

Total Estimated Cost 5 ,000,000 3.23

1.5 Offer Statistics Key details of the Offer are:

Authorised Shares 1,000,000,000 Issued Shares 252,223,488 Price per share (GH¢) 1.24 Ordinary Shares to be issued under the Offer 139,639,640 Expected Shares Outstanding after Offer 391,863,128

Expected Proceeds from the Offer (GH¢)* 155,000,000 * The expected proceeds from the Offer is net of the underwriting spread of 9%.

1.6 Terms of the Rights Issue

1.6.1 New Ordinary Shares A total of 139,639,640 New Ordinary Shares will be issued under GOIL’s Rights Issue at GH¢1.24 per share. Shareholders will be entitled to 0.5536 New Ordinary Share for every one (1) Ordinary Share held in the register of GOIL at the close of business on 27th April, 2016. Fractional shares shall not be issued by GOIL. Consequently, the number of new shares subscribed to under the Rights Issue will be rounded down to the nearest integer, in situations where fractions occur.

Goil – Renounceable Rights Issue 5 The ordinary shares issued under this Rights Issue will rank pari passu with the existing shares in the company’s register. Fully Paid New Ordinary Shares will be listed and traded on the Ghana Stock Exchange from 31st May, 2016.

Shareholders in GOIL, who may not be willing to take up their Rights, would have the opportunity to freely trade in their Rights from 3rd May, 201 6 to 16 th May, 2016. Shareholders of GOIL who subscribe for all New Ordinary Shares to which they are entitled under the present Rights Issue may also apply, on the same terms and conditions, for New Ordinary Shares in excess of their entitlement.

GOIL’s stated capital is currently GH¢31.81 million, made up of 252,223,488 fully paid up shares, as of the date of these Listing Particulars. Upon completion of the Rights Issue, the Company’s stated capital will increase to GH¢186.81 million, with 391,863,128 Fully Paid up Shares.

1.6.2 Issue Price for New Ordinary Shares The Board has applied a discount of approximately 15% on the prevailing share price as at 21st March, 2016 to arrive at an issue price of GH¢1.24 per share.

Ruling Share Price as at 21st March , 201 6 GH¢1. 46

Discount to Share Price 15%

Offer Price GH¢ 1.24

The Directors confirm that they have made due enquiry and consultation and are satisfied that the issue price for the Rights Issue is fair and reasonable to the Company and all its existing shareholders.

1.6.3 Opening and Closing Dates for the Rights Issue The Rights Issue will open at 10:00 am on 3rd May, 2016 and will close at 5:00pm on 18th May, 2016.

6 Goil – Renounceable Rights Issue

1.6.4 Rights Attached to New Ordinary Shares Immediately following the listing of the shares issued under the Rights Issue, on the 31st May, 2016, the newly issued ordinary shares under the Rights Issue will rank pari passu with all existing shares.

1.6.5 Oversubscription Should the Company receive applications for shares whose value is in excess of GH¢ 155 million, the Directors shall not issue additional GOIL Shares to satisfy the extra demand.

1.6.6 Dealings The GSE has granted permission to list up to 139,639,640 new ordinary GOIL shares to be issued under the Rights Issue on the First Official List of the GSE, alongside the existing 252,223,488 ordinary shares listed. It is expected that trading in the additional shares will commence alongside the existing shares on the GSE on 31st May, 2016.

1.6.7 Qualifying Date and Distribution of the Offer Circular The shares on offer under this Rights Issue is to the shareholders of GOIL whose names appear in the Register of Members at the close of business on, 27th April, 2016. The Registrars of GOIL has sent copies of this Circular containing the allotment details and the Application Form through the post to shareholders on record on the qualifying date. Shareholders who do not receive copies of the Circular by the Offer launch date may contact the offices of the Registrars, Sponsoring Broker or Receiving Agent for a copy of the Circular (subject to availability of extra copies of the Circular).

1.6.8 Trading in the Rights The rights to this Offer (rights) may only be traded on the GSE from 3rd May, 2016 to 16th May, 2016. Shareholders who desire to sell all or some (partial renunciation) of their rights on the GSE should contact their Brokers or the Sponsoring Broker at the address below:

Strategic African Securities Limited 14th Floor, World Trade Centre Independence Avenue, Accra, Ghana P. O. Box KA 16446 Tel: +233 302 661 880/008 Fax: +233 302 663 999 Email: [email protected] Website: www.sasghana.com

Goil – Renounceable Rights Issue 7 1.7 Application All applications for shares under this Offer must be in whole numbers and no purported application for fractions of a share will be accepted. In completing the Application Form, the applicant should note the following:

a) Shareholders and Renouncees Shareholders wishing to take-up some or all of their rights must complete the appropriate sections of the accompanying Application Form in order to exercise their rights. Shareholders are allowed to apply for shares in excess of their rights (extra shares). This can be done under Section A of the Application Form.

Shareholders are allowed to renounce in part or in full their rights in favour of a third party at their own option by completing Sections A and B of the Application Form. Renouncees should complete Section C of the Application Form and submit it, together with Sections A and B completed by the Renouncer, to the receiving agent or receiving bank.

Should a shareholder desire to renounce his/her/its rights in favour of more than one person, he or she should list the names of the persons, stating the number of shares renounced in favour of each renouncee in Section B of the Application Form. Each renouncee must then complete a copy of Section C of the Application Form and submit same, together with payment for the shares applied for, to the receiving agent or receiving bank.

b) Non-shareholders Non-shareholders cannot apply for GOIL shares under this Offer unless they have been named as renouncees. The Directors of GOIL will allot any shares not taken up by existing shareholders under this Offer as they deem fit, and the Directors may allot such shares to qualified applicants / named renouncees.

1.7.1 Acceptance Acceptance is irrevocable and cannot be withdrawn. Shareholders may accept to fully or partially subscribe to the Rights Offer by GOIL by completing and returning parts A and B of the Application Form with full payment for the shares subscribed to the Sponsoring Broker. The completed Application Form together with payment should reach the Receiving Agent or Receiving Bank not later than 18 th May, 2016 at 5:00pm.

8 Goil – Renounceable Rights Issue 1.7.2 Escrow Account All application funds collected will be deposited into an Escrow Account with the following particulars: Bank Name: uniBank (Ghana) Limite d Account Name: Belstar/uniBank Escrow Account Number: 2110123824315

A copy of the Escrow Account Agreement has been lodged with the SEC.

1.7.3 Allotment The allotment of shares to applicants will be:

a. first to satisfy all duly completed applications from qualifying shareholders and their renouncees as pertains to qualifying shareholders’ rights in the Offer, then to

b. satisfy all duly completed applications from qualifying shareholders and renouncees for extra shares, pro-rating where necessary.

To the extent that applications for extra shares received are less than the available number of shares under the offer, the Directors of the company in consultation with its Advisors, and subject to clearance from the relevant regulatory authorities, shall determine an appropriate allotment strategy. GOIL and its advisors will communicate the final results and make the necessary refunds.

1.7.4 Sale of Rights Shareholders who do not wish to subscribe for any or part of the New Ordinary Shares issued by GOIL and allocated to them or in their favour, under the Rights Issue, may sell wholly or partly their rights. The rights may then be negotiated through one of the licensed brokerage companies and sold on the Official List of the GSE between 3rd May, 2016 and the 16th May, 2016, within the Rights trading window.

Goil – Renounceable Rights Issue 9 1.7.5 Transfer of Rights The rights of a shareholder to subscribe for New Ordinary Shares under the GOIL Rights Issue may be transferred to a related party by completing parts A and C of the Application Form in accordance with the instructions contained therein. ü Transfer of Rights to a Related Party The transfer of rights will only be accepted if made between husband and wife, an ascendant to a descendant, by a society to its members, by way of succession, or by a wholly owned subsidiary of a Person if that Person is not a natural person. A certified true copy of document evidencing such relationship must be submitted together with the duly completed and signed Application Form (for example, birth certificate, marriage certificate, certificates of incorporation, affidavit).

A duly completed and signed Application Form must be remitted with full payment for the New Ordinary Share to the sponsoring broker (Strategic African Securities Limited), not later than 18 th May, 2016 at 5:00pm.

1.7.6 Application for Excess New Ordinary Shares Shareholders who subscribe in full to the New Ordinary Shares issued by GOIL may also apply to subscribe to New Ordinary Shares in excess of their entitlements (“Excess New Ordinary Shares”) on the same terms and conditions, by completing and signing parts A and B of the Application Form .

The Application Form must be returned with full payment to the Sponsoring Broker (Strategic African Securities Limited) not later than 18 th May, 2016 at 5:00pm. A separate cheque or bank transfer instruction form should be tendered for an application for Excess New Ordinary Shares.

Full details regarding the application for Excess New Ordinary Shares are summarised below: ü Any New Ordinary Share which is not subscribed for will be allotted by the BOD, on a pro rata basis, to applicants for Excess New Ordinary Shares; ü No interest will be paid on monies received in respect of applications for Excess New Ordinary Shares which are not alloted; and

10 Goil – Renounceable Rights Issue ü Any payment received in respect of unsuccessful applications for Excess New Ordinary Shares will be refunded within ten (10) days after allotment of shares.

1.7.7 Purchase of Rights to Subscribe for New Ordinary Shares The forms for the purchase of rights to subscribe for New Ordinary Shares under the GOIL Rights Issue will be made available by the Sponsoring Broker. Buyers subscribing for New Ordinary Shares shall complete the appropriate form and remit the form with full payment in respect of the purchase of rights to the Sponsoring Broker.

The Sponsoring Broker shall then remit the completed forms along with full payment to the Central Securities Depository for crediting of not later than 30th May, 2016, 5:00pm.

1.8 Payment For applicants resident in Ghana, payment may be made by cash, cheque, postal order or money order, which should be presented at the office of the receiving agent or any uniBank branch where the Application Form is to be lodged. All such cheques, postal orders or money orders should be crossed GOIL Rights Issue and endorsed Commission to Drawer’s Account. This endorsement must be signed by the drawer. Bank commissions and transfer charges on application monies must be paid by the applicant. Applications in respect of which cheques are returned unpaid for any reason whatsoever or for which funds do not clear for the full amount payable on the application by 5:00pm on 18 th May, 2016 may be treated as invalid.

Qualifying applicants not resident in Ghana may purchase shares under this Offer in local currency and for this purpose, GOIL allows payment for shares in Ghana cedis (GH¢) only. Funds should be remitted for the benefit of GOIL Rights Issue by bank transfer to the receiving agent or any uniBank bank branch. Foreign currency will be converted to Ghana cedis by the receiving bank at the day’s prevailing market rate.

Any application from a person not resident in Ghana, which is not received in a form which will realise cleared funds for the full amount payable on the application by 5:00pm on 18 th May, 2016, may be treated as invalid. Bank commissions and transfer charges on application monies must be paid by the applicant. Applications, in respect of which cheques are returned unpaid, for any reason whatsoever, will be rejected.

Goil – Renounceable Rights Issue 11 1.9 Lodgement of Completed Application Forms All Qualifying Applicants resident in Ghana must deliver or lodge their duly completed Application Forms at the offices of the Sponsoring Broker, Receiving Agent or Receiving Bank, whose details are provided in Part 10 of this Circular by 5:00pm on the Offer Closure Da te.

Qualifying Applicants not resident in Ghana must deliver or lodge their duly completed Application Forms by scanning and emailing them to the Sponsoring Broker at [email protected]. Original completed Application Forms should then be mailed to Strategic African Securities Limited through a registered mail service.

Applicants who choose to mail their Application Forms to the Receiving Agent or Receiving Bank are advised to use registered mail services. However, all documents mailed to the Receiving Agent or Receiving Bank by applicants will be at the applicant’s own risk, and GOIL may treat applications not received by 5:00pm on the Offer Closure Date as invalid. Applicants are to note that Application Forms must be lodged at the same Receiving Agent’s office where payment is made for the shares applied for. The Receiving Agent will acknowledge receipt of Application Forms and funds from Qualifying Applicants.

1.10 Refund If any application is not accepted or is accepted for a smaller number of shares than applied for, the balance of the amount paid on application will be returned to the Receiving Agent or Receiving Bank not later than 26th May, 2016 for onward distribution to applicants. GOIL will announce such refunds through a national daily newspaper with wide circulation within 72 hours of the making of such refunds.

If GOIL does not make refunds of extra application monies to the Receiving Agent or Receiving Bank by the Refund Commencement Date (within 10 days) then GOIL will pay to investors, interest (calculated on a per annum basis) on the unpaid amounts after the Refund Commencement Date at the prevailing Bank of Ghana (daily) Monetary Policy Rate for each day of default until the refund is made to the Receiving Agent or Receiving Bank.

12 Goil – Renounceable Rights Issue 1.11 Share Fractions GOIL will not issue any fractions of New Ordinary Shares. Fractions will be rounded down to the nearest integer. Fractional shares will be pooled together and be under the control of the BOD which will decide how to deal with them in due course.

1.12 New Ordinary Shares not Subscribed The New Ordinary Shares in respect of which no duly completed acceptance forms from shareholders and signed forms from new buyers and/or relevant full payment have been received at the closure of subscription will remain under the control of the Board who will allot them on a pro rata basis to other shareholders who applied for excess shares at a price of GH¢1.24 per Ordinary Share.

1.13 Issue of New Ordinary Shares The issue of New Ordinary Shares will be effected on the Issue Date. The Registrar will send letters by registered post to shareholders as they appear in the records of GOIL to confirm the number of New Ordinary Shares issued to them. Additionally, shareholders will have their allotted New Ordinary Shares credited to their Central Securities Depository account once the New Ordinary Shares are listed. Letters will be sent to shareholders to confirm the number of New Ordinary Shares credited to their account. All New Ordinary Shares issued under the Rights Issue will be registered with the Registrar.

1.14 Theoretical Ex-Rights Price The theoretical ex-rights price is based on the share price of GH¢1.46 for GOIL on 21st March, 2016 being the last practicable day prior to the publication of these Listing Particulars.

Value of a Right Issue at 15% Discount

Current Stock Price 1.46 Subscription Price 1.24 Theoretical Ex Right Price 1.38 Nil Paid Price (NPP) 0.14 Number of Rights Required to Buy a Share (ie. Number of Shares you 1.81 should have to qualify for one share under the Rights Issue)

Theoretical Value of a Right (GH¢) 0.08

Goil – Renounceable Rights Issue 13 1.15 Approval by Shareholders The terms and conditions of the Rights Issue have been approved by the shareholders of GOIL at an Annual General Meeting held on 29th May, 2014.

1.16 Listing of New Ordinary Shares The fully paid New Ordinary Shares will be listed and traded on the Official List of the GSE as from 31st May 2016. The Listing Committee of GSE on 8 March, 2016, approved the above application.

1.17 Underwriting of the Offer The Offer has been fully underwritten under the bought Deal Model. a) Meaning of Underwriting Underwriting in Investment Banking refers to a situation where an investment bank or firm agrees to assume the risk of buying part or all of a new issue of securities from the issuing company and resells it to the public directly or indirectly through agents. There are several models of underwriting of securities some of which include best effort underwriting, partial underwriting, firm underwriting and ‘bought deal’ underwriting. b) Bought Deal Underwriting Method This is a model of underwriting where an investment firm commits and buys the entire offering from a client company. This type of underwriting eliminates the financing risk for the company, which is able to ensure that it raises the intended amount of funds from the securities being offered. However, the issuer sells the entire offer at a much lower price by taking this approach. A bought deal is more risky for the investment firm/underwriting firm because it must then try to ensure that the offer is fully subscribed. The underwriting firm takes all the risk that the securities may not be sold, or that they may lose value before they are sold, resulting in a net loss. To offset this risk, the underwriting firm often negotiates a discount when buying the offering from the issuer.

Under the bought deal model therefore, the issuer receives the funds from the underwriting firm upfront, before or when the offer starts and subsequently, all proceeds from the sale of the offer go to the underwriting firm.

14 Goil – Renounceable Rights Issue c) Why the Offer has to be fully Underwritten The Government of Ghana owns 51.10% of the shares of GOIL and there is no guarantee that it will participate either fully or partially. This has the potential of making the Offer unsuccessful. However, the underwriting will ensure that: i. GOIL raises the full complement of the GH¢155m it intends to in spite of the fact that the government may not participate ii. GOIL does not have to worry about whether the Offer will be successful or not because they would have raised the full complement of the funds and in the process let the underwriting firm bear the risk of an unsuccessful offer d) Implication of the Underwriting The essence of the underwriting is to remove the potential risk of an unsuccessful offer from the issuer to the underwriter. In return for such a risk, the underwriting firm is given a spread. In the case of this offer, an underwriting spread of 9% has been approved for the underwriter to compensate for the risk taken. This is to ensure that GOIL receives the full complement of the funds it seeks to raise. The net effect of the underwriting spread on the offer is that the total offer proceeds will be more than the GH¢155 million which GOIL seeks to raise. In the event of an unsuccessful Offer, the underwriter will be stacked with the shares until a suitable buyer is found.

The Underwriting Agreement is separate from this Rights Issue Circular and is available for inspection.

1.18 History of Share Prices The offer is priced at GH¢1.24 (one cedi and twenty four pesewas) per share, a 15% discount of the market price of GH¢1.46 representing the market price as at 21st March, 2016, the last predictable date before the printing of this document. If all the shares on offer are fully subscribed, GOIL would raise a total of GH¢155,000,000. The table on the next page shows the last twelve weeks’ trading pricing and volumes of GOIL shares. The offer price represents a discount of 15% on the last trading price before the printing of this circular.

Goil – Renounceable Rights Issue 15 Last twelve (12) weeks’ trading and pricing

DATE PRICE (GH¢) VOLUME TRADED 4-Jan-16 1.40 16,767 5-Jan-16 1.40 1,669 6-Jan-16 1.38 3,867 7-Jan-16 1.39 10,723 8-Jan-16 1.40 8,500 11-Jan-16 1.40 425 12-Jan-16 1.40 5,716 13-Jan-16 1.45 40,600 14-Jan-16 1.45 8,450 15-Jan-16 1.45 10,690 18-Jan-16 1.45 - 19-Jan-16 1.46 1,105 20-Jan-16 1.45 237 21-Jan-16 1.45 43,651 22-Jan-16 1.44 4,603 25-Jan-16 1.45 13,100 26-Jan-16 1.45 - 27-Jan-16 1.45 936 28-Jan-16 1.45 - 29-Jan-16 1.45 487 1-Feb-16 1.45 - 2-Feb-16 1.45 - 3-Feb-16 1.45 500 4-Feb-16 1.45 - 5-Feb-16 1.44 33,450 8-Feb-16 1.44 318 9-Feb-16 1.44 1,387 10-Feb-16 1.44 300 11-Feb-16 1.44 33,130 12-Feb-16 1.44 4,972 15-Feb-16 1.44 42,500 16-Feb-16 1.45 300 17-Feb-16 1.45 900 18-Feb-16 1.45 439 19-Feb-16 1.45 25,000 22-Feb-16 1.45 700 23-Feb-16 1.45 11,400 24-Feb-16 1.44 2,970 25-Feb-16 1.45 34,201 26-Feb-16 1.45 12,215 29-Feb-16 1.44 2,300 1-Mar-16 1.44 4,220 2-Mar-16 1.44 6,500 3-Mar-16 1.44 5,164 4-Mar-16 1.45 1,000 8-Mar-16 1.45 34,104 9-Mar-16 1.45 38 10-Mar-16 1.45 108,275 11-Mar-16 1.47 6,527 14-Mar-16 1.47 - 15-Mar-16 1.45 2,131 16-Mar-16 1.47 38,281 17-Mar-16 1.46 31,773 18-Mar-16 1.46 300 21-Mar-16 1.46 120

16 Goil – Renounceable Rights Issue Good energy PART 2

GHANA ECONOMIC AND INDUSTRY OVERVIEW

2.1 Economic Background Economic growth in Ghana has been strong over the past decade; the nation recorded an average GDP growth rate of 7.3% between 2005 and 2015, and attained the status of a lower middle income economy in 2011. Economic stability in the West African nation was strong until 2013, when it began encountering huge budget deficit and galloping debt, in the aftermath of the implementation of the infamous Single Spine Salary Structure (which saw significant increase in the salary levels of public sector workers) and the huge budgetary spending that was associated with the 2012 elections.

The years that followed have been marked with significant deterioration in most economic indicators; inflation has accelerated (from 8.8% in December, 2012 to 17.7% as at Dec -15), the currency has deteriorated (recording a depreciation rate of 32.5% in 2014 and 15.69% as at Dec-15), the nation’s stock of debt increased (with a current debt-to GDP ratio of 71%), fiscal deficit galloped (9.5% in 2014) and economic growth deteriorated (from a high of 14% in 2013 to 4.2% in 2014. Economic growth is expected to shrink further to 3.5% in 2015).

To avert its economic woes and revert it to one of the most stable and healthy economies within the sub-region, the country has adopted an IMF program, which is currently in its eleventh (11th) month. Though concerns have been raised by both the citizenry and the investor community about the effectiveness of the IMF program, especially since 2016 is an election year (owing to the polarised nature of Ghana’s political landscape, elections are typically plagued with high budgetary spending), a move by the government to abide by the dictates of the program, together with the budgetary support from the Fund (especially in the area of currency support) will significantly help chart the country’s economic path into stardom. This has been reflected in recent stabilization in the cedi (albeit marginal) as the Bank of Ghana pumps in dollars to stem the demand pressures for the greenback. Reviews by IMF have been positive, though the investor community is adopting a “wait and see” attitude, as any budgetary spillages (especially in 2016) will adversely affect the nation's economic stability.

Goil – Renounceable Rights Issue 17 2.2 Industry Analysis Notwithstanding the economic predicaments the nation has encountered, the Oil Marketing Industry (unlike many other industries in Ghana) has shown strong resilience. Overall, fuel consumption recorded a marginal decline of 3.78% in 2014, mainly resulting from significant decline in industrial consumption; growth in the consumption of gasoline and gas oil was in the black (+1.3% in 2014). Consistent price increases in petroleum prices (within the regulated segments), OMCs, especially those domineering in the retail space, have recorded strong growth in their revenues. Consequently, analysts within the Oil Marketing space have described the industry as defensive, aptly describing its strong resilience to the nation’s economic predicaments.

Since June, 2015, the downstream petroleum sector has been fully deregulated. It is anticipated that this action will increase competition and improve the quality of services offered to consumers. While margins for dealer and marketers could improve, industry watchers also anticipate consolidation within the industry as the weaker players are forced out of the market. As at 15th March, 2015, there were 137 registered OMCs within the country and the top five (5) players controlled 50% of market share.

2.3 Company Analysis Given its dominance within the retail space (Gasoline and Gas oil contributes 83% of GOIL’s total sales), GOIL recorded strong growth in its revenue in 2014 (+52%), one of its strongest growth within the past five (5) years. The Company has also made significant inroads in the high margins segments (sales in ATK increased 17.5% in 2014, while sales in diesel bunkering increased 31.3%). Consistently, the Company has overtaken its listed competitor to become the second largest Oil Marketing Company, with a market share of 13% in 2014. GOIL has plans to increase its footing in the industry even further by improving its reach to retail clients while making inroads into the higher margin segments of the industry. With the proceeds from the Rights Issue, the company will expand its service stations, build LPG storage, and construct a Bitumen Plant and a Depot for Bunkering.

18 Goil – Renounceable Rights Issue 2.4 Strategic Plans and Broad Objectives The Ghanaian economy is undergoing changes that have significant impact on the oil and gas industry within the country. These changes include increased activities in crude oil exploration and production, mining and transportation (aviation and road construction) sectors. Accordingly, these sectors have seen increased contribution to the nation’s Gross Domestic Products (GDP). At the same time, the developments present great opportunities for the Oil Marketing industry for growth, and GOIL in particular, to increase its significance within the high margins segments. This is especially important to the Company’s growth strategy as the growth rate within the traditional petroleum retail sector (where GOIL has dominance) keeps deteriorating.

GOIL accordingly has plans of maintaining its dominance within the retail segment, while growing its significance in the high margin segments. Specifically, the Company plans on developing an average of ten (10) service stations per year to increase its accessibility. GOIL has targeted to improve its supply base by investing in ATK storage tanks at both the Tema Depot and Kotoka International Airport, to boost its sales to the aviation industry. Moreover, the Company intends to improve services to the upstream sector and the mining industry in a bid to boost its market share.

Other strategies earmarked by GOIL include construction of a bitumen plant to meet the growing demand for bitumen as the country expands its road network. Additionally, the Company has planned to link its LP Gas tank at the Tema Depot to a pipeline being constructed by a Bulk Distribution Company (BDC), making it a secondary distributor in LP and Natural Gas, to the manufacturing, automobile and other industries.

With these strategies, GOIL expects to record revenue growth in excess (or at worst in line with) with industry growth rates and thus grow its market share and dominance within the Oil Marketing industry.

Goil – Renounceable Rights Issue 19

Good energy PART 3

COMPANY BACKGROUND AND PRINCIPAL ACTIVITIES

3.1 Company Background Ghana Oil Company Limited was formed on June 14, 1960 as AGIP Ghana; AGIP SPA of Italy and SNAM SPA were s hareholders. In December, 1968, Hydrocarbons International of Zurich bought into GOIL and la t er in 1974, the business finally became a government of Ghana fully owned company.

The Company’s primary business is oil marketing and has a retail network of more than 85 filling stations, 138 consumer outlets and 61 service stations in Ghana. GOIL has been duly licensed and registered by the National Petroleum Authority of Ghana to engage in the bulk storage, transportation, marketing or sale and international trading of petroleum products as well as import and export of petroleum products in accordance with section 11 of the NPA Act 2005 (Act 691).

GOIL was converted to a public company and listed on the Ghana Stock Exchange on November 16, 2007. The Company has 1 billion authorized shares with over 210 million of them being issued. GOIL has GH¢31.8 million in stated capital. Its two major shareholders are Government of Ghana with 51.1% and SSNIT with 18.52%, a total shareholding of 69.62%.

Over its history, GOIL has established a firm physical presence in the country as evidenced by its wide branch network and also by its dominance in the sale of fuels (in particular, premix, diesel bunker) and lubricants. This has been facilitated by its distribution depots located in Tema, Takoradi, Kumasi and Tamale.

The Company has exhibited good performance over the past five years of listing on the GSE; with an average annual growth of 28% in net revenue, 18% in profit and 15% in equity and assets; and an average dividend payout of 30.14% of profit after tax, paid out each year since 2007.

3.2 Principal Activities of GOIL GOIL operates in the downstream oil industry of Ghana as an Oil Marketing Company (OMC), buying petroleum products from the Bulk Distribution Companies and sending them to customers at stations and to organizations. GOIL’s business is concentrated in the distribution of

Goil – Renounceable Rights Issue 21 Gas oil and Gasoline; the two accounted for 81.72% of GOIL’s total sales in 2014. Meanwhile, the Company also has presence in diesel bunkering segment. It is also a distributor of ATK, Premix, RFO, Kerosene, Gas oil for the Mines and LPG, albeit on a sm aller scale. GOIL’s sales accounted for 14.33% of total industry sales in 2014. The Company operates with over 90 service stations and serve many institutio ns.

The regional distribution of the service stations include: Greater Accra (31), Ashanti (22), Brong Ahafo (9), Central (4), Eastern (10), Northern (4), Upper East (3), Upper West (5), Volta (5) and Western (4).

22 Goil – Renounceable Rights Issue 3.3 Shareholding Structure The shareholding Structure of the company as at 31st December, 2015 is as follows:

SHAREHOLDING STRUCTURE

Shareholders No. of Shares Held Percentage (%)

GOVERNMENT OF GHANA 128,889,623 51.10 SOCIAL SECURITY & NATIONAL INSURANCE TRUST 46,699,835 18.52 PETROGULF GHANA LIMITED 12,587,732 4.99 THE QUANTUM GROUP LIMITED 9,960,651 3.95 HOPEFIELD CAPITAL LIMITED 8,229,387 3.26 MR. OFORI DANIEL 1,091,138 0.43 SCGN/ELAC POLICY HOLDERS FUND 910,924 0.36 SCGN/RBC HYPOSWISS (LUX) FUND-AFRICA 456,000 0.18 SCBN/DATABANK BALANCED FUND LTD 453,840 0.18 MR. DJANGMAH VICTOR KODJO 412,440 0.16 DONEWELL LIFE COMPANY LIMITED 384,187 0.15 MR. ZHAO HAIJUN 368,731 0.15 STD/NOM/METLIFE CLASSIC FUND 341,540 0.14 SIC GENERAL BUSINESS 300,421 0.12 GLICO GENERAL INSURANCE CO. LTD 268,674 0.11 SCGN/PETRA ADVANTAGE PORTFOLIO 246,800 0.10 SCGN/ENTERPRISE TIER 2 OCCUPATIONAL 239,248 0.09 HFCN/EDC GHANA BALANCED FUND LTD 231,960 0.09 MR. OPARE-SEM DANIEL KWADWO 200,060 0.08 SCGN/SAS FORTUNE FUND 186,000 0.07 REPORTED TOTALS 212,459,191 84.23 NOT REPORTED 39,764,297 15.77 GRAND TOTALS 252,223,488 100.00

As at that date, only two (2) shareholders held more than 5% of the equity stake in GOIL. And only five (5) shareholders had more than 1% of the total shareholding.

Goil – Renounceable Rights Issue 23 3.4 Dilution Impact

No. of Shares, % Current No. of Shares 252,223,488 New Issue 139,639,640 Total No. of Shares following Rights Issue 391,863,128 Dilution Effect 35.63%

The maximum dilution effect per share for not exercising one's Rights under the GOIL Rights Issue has been estimated at 35.63%.

3.5 Directors

Name Age Member Qualification Occupation Other Directorship(s)

Pro. William A. 72 Non- PhD Professor in ·T ema Oil Refinery Asomaning Executive Chemistry ·C ollege of Health Sciences (Chairman) ·A cademic Board – University of Ghana ·F aculty of Science

Mr. Patrick Akpe 56 Executive ·ICA (Ghana) Chartered N/A Kwame Akorli ·Executive MBA Accountant

Nana Esuman 68 Non- N/A Retired N/A Kwesi Yankah Executive

Mr. Chris A. 62 Non- LLB Lawyer N/A Ackummey Executive

Madam Faustina 67 Non- Certificate in Teacher ·N ational Investment Bank Nelson Executive Strategic ·F ood and Drugs Authority Management ·N ational Theatre ·G hana Commercial Bank

Mr. Eugene 42 Non- LLB Lawyer N/A Akoto-Bamfo Executive

Mr. Thomas 56 Non- ·M Sc Exploration Geophysicist N/A Kofi Manu Executive Geophysics ·M BA Finance

Alhaji Abdul 70 Non- ·B A in History Journalist N/A Razak El-Alawa Executive ·P ost Graduate Diploma

Mr. Damian 63 Non- ·B Sc Admin. Accountant Quality Life Insurance Yelbonkang Executive (Accounting) Company Zaato ·M BA Finance & Banking

24 Goil – Renounceable Rights Issue 3.6 Directors’ Profiles The names of all Directors, their categories and their profiles are provided hereafter.

Prof. William A. Asomaning Dir Professor William Afiakwa Asomaning, 72 years, is a professor of Chemistry at the Chemistry Department of the University of Ghana. He is a product of the University of Ghana and obtained his doctorate degree from the University of Sussex, Brighton, England in 1970.

ect Apart from the University of Ghana, he has lectured in other Universities including Kwame Nkrumah University of Science and Technology, University of Cape Coast and Imo State University, Nigeria. He has also been the External Examiner for Chemistry for the University of Cape Coast and Kwame Nkrumah University of Science and Technology. Prof. Assomaning has served on various Boards and Committees both within the University of o Ghana and outside the University. These Boards and Committees of the University include the

Academic Board, the Balme Library, Board of Faculty of Science, Faculty Board of Noguchi rs’ Pr Memorial Institute and Medical Research and the Board of the College of Health Sciences as well as the Appointments and Promotions Committee.

Outside the University, he has been a member of the Management Board of the Tema Oil Refinery, Member of the National Planning Committee for the Implementation of School Reforms and a Member of the West African Examination Council.

Prof. Asomaning has published 23 journal Articles and has co-authored three books. o f i l es

Goil – Renounceable Rights Issue 25

Directors’

Mr. Patrick Akpe Kwame Akorli

Mr. Patrick A.K. Akorli is 56 years old. He is a Chartered Accountant by profession and is a member of ICA (Ghana). He has an Executive MBA Degree from GIMPA. He is also a trained teacher with Certificate A from EP Training College, Amedzofe.

He has a wealth of work experience to his credit including work at the Ghana Education Service, Mawuli School, Ho, Quansah Nyame & Co., an Accounting Firm among others. He held various positions in GOIL including Assistant Accountant, Ag. Chief Accountant, Treasurer, Controller, Chief Internal Auditor, Finance Manager and currently, Managing Director of GOIL.

Mr. Akorli has attended various career development/advancement conferences and workshops including IP Week at Energy Institute, Economics of Oil Supply Chain at Moller Center, Churchill College, Cambridge, Directors Workshop on Corporate Governance, Effective Credit Control and Customer Care, Conference on Internal Audit and Advanced Computer Audit Techniques.

He is a Traditional Ruler of the Ziavi Traditional Area (Dutorfia) in the Volta Region with the stool name Togbe Adza-Nye IV. Mr. Akorli is married with four (4) children.

26 Goil – Renounceable Rights Issue Prof iles

Nana Esuman Kwesi Yankah

Nana Esuman Kwesi Nyankah, 68, worked with the Internal Revenue Service (IRS), and retired as Assistant Commissioner of Tax and was a Special Assistant to the then Vice President of the Republic of Ghana, Prof. J.E.A. Mills (1997-2000).

He attended various courses both locally and abroad which included INtax for Senior Management, Accra, Attachment Course Commonwealth Crime Unit (Economic Crimes), London INtax Middle Management Course in Califormia, USA and International Trade Fraud-Crown Agents, London.

Mr. Nyankah served as a Member, National Office of Revenue Commissioners, (1990-1992).

Mr. Chris A. Ackummey

Mr. Chris Kingsley Kobla Arcmann Ackummey, 62, is a Lawyer by profession. He was a tutor at the E.P. Secondary School, Hohoe and the Methodist Boys High School, Lagos, Nigeria. He had also worked as a Manager of Besworld Car Rentals, Accra and a Senior Inspector of Tax, Internal Revenue Service.

Goil – Renounceable Rights Issue 27 Directors’

Madam Faustina Nelson

Madam Faustina Nelson, 67, is a trained teacher who, between 1967 and 1974 taught in various schools in Kumasi in the Ashanti Region of Ghana. She also has a Certificate in Strategic Management from the Ghana Institute of Management and Public Administration (GIMPA). She is the Founder and Chairperson of Humanity Care International, an NGO and has been a member of various Boards including the following:

ü National Investment Bank ü Food and Drugs Board ü National Theatre of Ghana ü GIHOC Meat Products, Tema

She is currently a Director of the Ghana Commercial Bank. Madam Nelson is also very active in her church. She is a leader and lay-preacher at Calvary Methodist Church, Adabraka, Accra and has held various positions and also served various committees within her church.

Mr. Eugene Akoto-Bamfo

Mr. Eugene Akoto-Bamfo, 42 is a lawyer by profession and is currently the Managing Partner of Akoto-Bamfo & Co., Legal Practitioners in Accra. He had previously worked with Solomon & Associates, and; Minkah Premo & Co., Law Firms in Accra. He was also an Associate Editor of the Council for Law Reporting.

Mr. Akoto-Bamfo has attended various seminars/conferences including the following:

ü Workshop on changes in the Law of Taxation ü Short courses in the Law of Securities- Ghana Stock Exchange.

28 Goil – Renounceable Rights Issue

Prof iles

Mr. Thomas Kofi Manu

Mr. Thomas Kofi Manu, 56, is a Geophysicist by profession. He holds an MSc. in Exploration Geophysics from the Moscow Institute of Exploratory Geology and an MBA Finance Option, University of Ghana, Legon.

Mr. Manu has worked with Ghana National Petroleum Corporation (GNPC) since 1990 and is currently the Director of Exploration and Production. He has twenty-one (21) years Upstream Oil Industry experience gained in a variety of projects including Data Acquisition and Interpretation, Prospect Generation, Appraisal and Early Development Promotion of Ghana’s hydrocarbon potential.

Mr. Manu is a member of the following National Committees: ü Technical Committee for Natural Gas ü Technical Committee for Policy Formulation for the Upstream Petroleum Sector ü Committee for the Review of Regulatory Framework for Petroleum Exploration and Production ü Government Petroleum Agreement Negotiating Committee

He is also a member of a number of Professional Associations including the Association of International Petroleum Negotiators (AIPN).

Alhaji Abdul Razak El-Alawa

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 & Communication) in 1973 from the same University. Alhaji El- Alawa was a tutor at Konongo/ Odumasi Secondary School from 1970-1972 and also taught at

Goil – Renounceable Rights Issue 29 Directors’

Presbyterian Boys Secondary School, Legon from 1972-1974. In 1974, he joined the Graphic Corporation as a staff writer of the Daily Graphic newspaper and rose to be the Regional 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. Alhaji El-Alawa also had some working experience in Nigeria from 1983–1996. The positions he held in Nigeria included the following:

ü Head, National Youth Service Corps, Lagos ü Head of Rewrite Desk, Daily Times of Nigeria, Lagos ü Editor, The Herald, Ilorin, Kwara State

He won the journalist of the Year Award for 1975, 1976 & 1978. He was also the Editor-In-Chief of “The New Ghanaian” and Editor of “The Ghanaian Democrat”. He is currently the Chief Executive Officer of Elzak Media Consult – a firm of PR, Advertising and Marketing Practitioners. Alhaji serves on the Governing Boards of West Africa Senior High School and Konongo Odumasi Senior High School. He is a member of a number of Associations including the following:

ü Ghana Journalists’ Associatio n ü National President Old Vandals Association ü University of Ghana Alumni Council

Mr. Damian Yelbonkang Zaato

Mr. Damian Yelbonkang Zaato is 63 years old and is an Accountant by profession. He graduated from the University of Ghana, Legon in 1976 with a B.Sc Admin (Accounting) Degree and holds an MBA (Finance & Banking) from the Indiana University, Bloomington, Indiana, USA. Mr. Zaato is also a Certified Public Accountant (Associate AICPA) USA. He has also attended various courses at the IMF, World Bank, European Central Bank and the West African Monetary Institute. His work experience includes the following:

30 Goil – Renounceable Rights Issue

Prof iles

ü Upper Regional Development Corporation – Assistant Internal Auditor, 1977 ü Bank for Housing and Construction, Credit Officer – 1977 – 1980 ü Bloomington National Bank, USA – Financial Analyst – 1982 – 1986 ü Bank of Ghana – 1986 – 2012 He retired from the Bank of Ghana in June 2012 after 26 years of service in various departments and at the subsidiary company, Ghana Interbank Bank Payment (GHIPSS). Mr. Zaato is currently the Acting Chief Executive Officer, QLAC Financial Trust Limited, a Corporate Trustee in the Pensions Industry. He is also a Director of the Quality Life Insurance Company.

3.7 Interests of Directors As at 31st December, 2015, directors’ shareholding in GOIL was as follows:

DIRECTORS' SHAREHOLDING

NAME OF NUMBER OF % OF DIRECTOR SHARES HELD ISSUED SHARES

Prof. William A. Asomaning 11,000 0.0044 Mr. Eugene Akoto-Bamfo 4,020 0.0016 Nana Essuman Kwesi Yankah 5,760 0.0023 Mr. Thomas Kofi Manu 12,432 0.0049 Mr. Chris A. Ackummey 2,130 0.0008 Mad. Faustina Nelson 22,800 0.0090 Mr. Patrick Akpe Kwame Akorli 138,810 0.0550 Total 196,952 0.0780

Goil – Renounceable Rights Issue 31 M

a na

3.8 Management Team

g Patrick A. K. Akorli Managing Director QUALIFICATION &
EXPERIENCE
e

Ÿ A member of the Institute of Chartered Accountants, Ghana and an alumnus ment T of the Institute of Professional Studies, Legon. Ÿ He was employed as Assistant Accountant in GOIL in 1996 and held several positions including Ag. Chief Accountant, Treasurer, Ag. Finance Manager. Ÿ He was appointed Chief Internal Auditor in 2003. Ÿ Before joining GOIL Mr. Akorli worked with various Accounting firms including Quansah, Nyame & Co. Ÿ He has more than 14 years working experience with the Ghana Education Service as a trained teacher and left in 1993 as a Senior Accountant at Mawuli School, Ho. Ÿ He completed an Executive MBA programme at the Ghana Institute of Management and Public Administration (GIMPA) in 2006. Ÿ Appointed Managing Director in 2012. ea m Benjamin Atsu Torkornoo Operations Manager QUALIFICATION &
EXPERIENCE

Ÿ Mr. Torkornoo holds a degree in Mechanical Engineering from the Kwame Nkrumah University of Science and Technology (KNUST). Ÿ He served as an Operations Director of Total Jamaica, Project Manager for Total in the Africa / Middle East Office based in Paris, West Africa Cluster Assets Manager for Exxon Mobil based in Dakar Senegal, and West African Cluster Business Planning and Analysis and Controls Manager based in Ivory Coast. Ÿ He was also the Lead Country Manager for Mobil Oil Chad/Equatorial Guinea, General Manager for Mobil Oil Sierra Leone, Operations Adviser for Mobil Africa, based in Paris Head Office, and Operations and Engineering Manager for Mobil Oil Ghana.

32 Goil – Renounceable Rights Issue Erasmus Ofori Sarkwa Finance Manager QUALIFICATION &
EXPERIENCE

Ÿ Mr. Erasmus Ofori Sarkwa has been the Finance Manager of Ghana Oil Company Ltd since 2012. Ÿ Until 2012, he served as Chief Internal Auditor of the Company. Ÿ He holds an Executive Masters of Business Administration degree in Marketing and a Bachelor of Science degree in Administration and Diploma in Public Administration, all from the Business School, University of Ghana in Legon. Ÿ He also has Advanced Level of CIM, Ghana, and is Member of the Chartered Institute of Accountants, Ghana. Ÿ Before joining the Company, he worked in University of Ghana Legon, Plan Ghana - an NGO in Accra and Cocoa Processing Company in Takoradi, a subsidiary of CMB. Ÿ He joined the Company in 1997 as Assistant Accountant.

Stephen Yaw Gyaben Secretary / Solicitor QUALIFICATION &
EXPERIENCE

Ÿ Holds a BA (Hon) degree from the University of Ghana, Legon and B.L. degree from the Ghana School of Law. Ÿ Employed as the Legal Affairs Manager of the company in 1999 but is currently the Solicitor/Secretary. Ÿ He has twenty-six years working experience including teaching at Aquinas Secondary School. Ÿ He joined GOIL after working with State Insurance Company for eleven (11) years.

Goil – Renounceable Rights Issue 33 Management Team

Alex Adzew Fuels Marketing Manager

Ÿ Holds a BSc (Hon) degree in Mechanical Engineering from KNUST, Kumasi. Ÿ He was initially employed as Sales Engineer in 1992 but currently holds the position of Technical & Special Product Manager. Ÿ He has participated in several training programmes in Ghana and abroad, particularly with ENI (formerly Agip SpA). He has also participated in several seminars abroad including one at Harvard Business School in the US and Manchester Business School in the UK. Ÿ He also holds an Executive MBA from Ghana Institute of Management & Public Administration (GIMPA). Ÿ Worked with some companies including Tractor & Equipment Ltd., a division of Unilever Ghana Ltd. before joining GOIL as an Engineer. He has an EMBA from GIMPA.

Joseph Kofi Nyarko Health, Safety, Security & Environmental Manager

Ÿ BSc. (Hon) degree in Mechanical Engineering from the KNUST Ÿ Additionally, he holds Post-Graduate Diploma in Petroleum Operations & Development, Petrad, Stavanger, Norway. Ÿ Also holds an Executive Masters in Business Administration from the Ghana Institute of Management & Public Administration (GIMPA). Ÿ He was employed initially in GOIL as Project Engineer in 1993. Ÿ He previously worked with Lever Bros. Ghana as Maintenance Engineer in charge of Edibles and Personal Products. He also had a brief stint with Tema Steel Works. Ÿ Has held some other positions in GOIL including Works & Services Manager, Distribution Manager and General Services Manager. Ÿ He was appointed HSE Manager in 2005.

34 Goil – Renounceable Rights Issue Anthony Twumasi Information Technology & Planning Manager QUALIFICATION &
EXPERIENCE

Ÿ Holds an MSc (Hon) degree in Computer Science from Stockholm University, Sweden. Ÿ He worked with IBM Nordic Laboratories AB and later with Telia Research AB of Stockholm, Sweden. He represented Telia AB, the parent company, in several joint projects which engaged the participation of major telecommunication companies in Europe. Ÿ In Ghana, he joined Ernst & Young, a multinational consulting firm as Senior Manager. Ÿ He was employed by GOIL in 2004 as Info. Tech & Planning Manager.

Samuel Tetteh Korboe Chief Internal Auditor QUALIFICATION &
EXPERIENCE

Ÿ Joined GOIL in 1985. Ÿ A Chartered Accountant by Profession. Ÿ Worked with Peat Marwick 1980 to 1985. Ÿ Holds an EMBA in Entrepreneurship from GIMPA. Ÿ Has held various position in GOIL as Credit & Collections Controller, Treasurer, Zonal Manager (North), Budget & Planning Analyst and the Accounts Controller.

John Botchway Tagoe Technical & Special Products Manager QUALIFICATION &
EXPERIENCE

Ÿ Holds a degree in Mechanical Engineering from the KNUST, and also an MSc in Marine Technology from the University of Trondheim, NTH, Norway. Ÿ Has had on-the-job training programme with ENI Group (Italy). Ÿ Previously worked with GNPC for 6 years. Ÿ Until his current appointment, he served in various capacities including District Manager, Engineering Services Manager (Maintenance) and Distribution Manager

Goil – Renounceable Rights Issue 35 Management Team

Cyril Opon Administrative & Human Resource Manager QUALIFICATION &
EXPERIENCE

Ÿ Holds an MBA from GIMPA. Also holds an MA degree in Energy & Environmental Economics from post-graduate institution of ENI; BA in Economics from University of Ghana. Ÿ Employed in GOIL in 1990 as a trainee Sales Executive. Ÿ Served in various positions including Zonal Manager –North (1997-2001), Zonal Manager –West (2001 - 2004), Human Resource Manager (2004-2009); and most recently Corporate Affairs Manager

Rosemond Awortwi-Frimpong Corporate Affairs Manager QUALIFICATION &
EXPERIENCE

Ÿ Holds a Diploma in Data Processing from KNUST Ÿ Has attended management courses at GIMPA and the University of Ghana Business School Ÿ Joined GOIL in 1982 as a Computer Programmer Ÿ Has over 33 years working experience in Senior Officer and Management Positions and has risen through the ranks by dint of hard work.

Gyamfi Amanquah Chief Operating Officer QUALIFICATION (GOENERGY) &
EXPERIENCE

Ÿ Holds MSc in Chemical Engineering from University of Bourgas, Bulgaria. Also holds an EMBA degree from GIMPA. Ÿ Has had several on-the-job training programmes, including some with ENI Group (Italy); Petroleum Institute (UK); Harvard Business School (USA), amongst others. Ÿ Previously worked with GNPC for 3 years, and joined GOIL in 1995. Ÿ Has served as Ag. Regional Manager, District Manager, Distribution Manager, Engineering Services Manager, and Bunkering Manager. Prior to his current assignment, he was the Technical & Special Products Manager.

The company currently has a staff strength of 255

36 Goil – Renounceable Rights Issue Good energy PART 4

USE OF FUNDS AND BUSINESS OUTLOOK

4.1 Use of Funds and Impact on Company Revenue The proceeds from the offer are expected to enable the Company strengthen its balance sheet, expand current retail outlets, finance a 2,000-tonne LPG spherical storage at Tema, rehabilitate the Takoradi Depot & construct a Bitumen Depot, finance equity portion due from JUHI relocation & expansion; and lubricant blending plant so as to take advantage of the expectant growth in the economy.

The outlined uses of funds are expected to add GH¢44 million to GOIL’s revenue, upon completion. With the exception of the LP Gas storage facility which is expected to payback in 15 years, all the other outlined projects have an estimated payback period between 4-5 years and an IRR between 15-25%.

Goil – Renounceable Rights Issue 37

GOIL Investment List

Item PAYBACK Investment description Cost (USD) 2015 2016 2017 2018 2019 Duration IRR PD. (YRS) Comment

Bunkering: Construction 15,000,000 5,000,000 5,000,0 00 5,000,000 5 years from 15% 5 Construction of 13,500m3 Sep-15 Takoradi depot at Harbour Takoradi Storage Tanks harbour for

bunkering

2015-2019, Service Construction 15,000,00 0 3,000, 000 3,00 0,000 3,0 00,000 3,000,000 3,000,000 5 sta tions 18% 5 This IRR is Stations of 25 Service per year calculated per Stations Station

LP Gas Construction 10,600,000 Margin is Per

(0.02) 15 enounceable Rights Issue of LP Gas Throughput facility at Only

Tema Goil – R (300MT)

Bitumen Construction 20,000,000 3,000,000 8,000,000 9,000,000

Plant of 8,000MT 22 months 20% 4 Capacity Bitumen Plant

16months, Takoradi Construction 23% 4 5,000,000 5,000,000 assume Margin is Per Depot of 10,000 constructing Throughput MT Storage one tank at a Only Tank time

Total 65,600,000 16,000,000 16,000,000 17,000,000 3,000,000 3,000,000

38 4.2 Outlook and Impact of Strategic Plans on Bottom Line

Within the past five (5) years, GOIL has operated with a Net Profit Margin of 1.2%, with minimal variation (standard deviation of 0.07%). The execution of the strategies outlined above is therefore estimated to contribute over GH¢500,000 to the Company’s net profit.

Goil – Renounceable Rights Issue 39 Good energy PART 5

REPORT ON FINANCIAL STATEMENTS AND FORECAST

5.1 Independent Reporting Accountants’ Report

12th January, 2016

The Board of Directors Ghana Oil Company Limited P. O. Box GP 3183 Accra

Mr. Chairman,

A RIGHTS ISSUE – INDEPENDENT AUDITORS REVIEW REPORT

We have reviewed the annual audited financial statements and management accounts of Ghana Oil Company Limited (Goil) that comprise the statement of financial position as at 31st December 2010, 2011, 2012, 2013, 2014, and the unaudited as at 31st December 2015, the statement of income and cash flow for the periods then ended and a summary of significant accounting policies and other explanatory notes as set in the financial statements.

PKF, Chartered Accountants of Accra have acted as auditors of Ghana Oil Company Limited (GOIL)throughout the p eriod covered by our review (2010 to 2014). The auditors issued an unqualified opinion on the fi n ancial statements of Goil from 2010 to 2014.

The financial statements from 2010 to 2015 set out in the following sections have been prepared from the audited financial statements of Goilfor 2010, 2011, 2012, 2013 and 2014 and th e unaudited management accounts to 31st December 2015.

40 Goil – Renounceable Rights Issue Directors’ Responsibility

The Company’s directors are responsible for the preparation and fair presentation of the financial statement in accordance with International Financial Reporting Standards (IFRS) and the requirements of the Companies Code, 1963 (Act 179) and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

Independent Reviewer’s Responsibility

Our responsibility is to express a conclusion on the annual financial statements based on our review. We conducted our review in accordance with International Standard on Review Engagements (ISRE) 2400. Engagement to Review Historical Financial Statements. ISRE 2400 requires us to conclude whether anything has come to our attention that causes us to believe that the financial statement, taken as a whole, are not prepared in all material respects in accordance with the applicable financial reporting framework. This Standard also requires us to comply with relevant ethical requirements.

A review of financial statements in accordance with ISRE 2400 consists of making inquiries of management and others within the entity involved in financial and accounting matters, applying analytical procedures, and evaluating the sufficiency and appropriateness of evidence obtained. A review also requires performance of additional procedures when we become aware of matters that cause us to believe that the financial statements as a whole may be materially misstated.

We believe that the evidence we obtained in our review is sufficient and appropriate to provide a basis for our conclusion.

Conclusion

Based on our review, nothing has come to our attention that causes us to believe that the financial statements do not present fairly, in all material respects, the financial position of Goil as at 31st December 2010, 2011, 2012, 2013, 2014 and 31st December 2015 and of its Financial Reporting Standards (IFRS) and the requirements of the Companies Code, 1963 (Act 179).

Goil – Renounceable Rights Issue 41 This report is intended for the sole use of Goil in support of its rights issue. No responsibility to any third party is accepted. The report should not be disclosed to any third party without our prior written consent.

42 Goil – Renounceable Rights Issue Statement of comprehensive income for the years ending on the dates stated below:

2014 2013 2012 2011 2010 GH ¢'000 GH ¢'000 GH ¢'000 GH ¢'000 GH ¢'000

Gross revenue 1,634,919 1,082,584 859,913 671,672 514,365 Customer duties and levy (87,890) (76,956) (68,585) (62,353) (42,977) Net revenue 1,547,029 1,005,627 791,327 609,319 471,388

Cost of sales (1,458,913) (949,504) (746,310) (575,484) (444,675)

Gross profit 88,116 56,123 45,017 33,836 26,713

Sundry income 4,226 3,495 2,243 3,353 2,317

Depot and station expenses (19,748) (13,525) (8,980) (6,152) (5,541) Selling and administration expenses (43,177) (27,317) (23,489) (18,411) (13,866)

Operating profit before finance cost 29,416 18,776 14,791 12,626 9,622 Net finance expense (1,793) (188) (601) (1,285) (2,433) Profit before tax 27,623 18,588 14,190 11,341 7,189 Income tax expense (7,458) (4,825) (4,788) (3,452) (1,825) Net profit attributable to equity holders of the company 20,166 13,763 9,402 7,889 5,364 Other comprehensive income - - Available-for-sale financial assets 1,082 2,916 366 983 320 Deferred tax on revaluation - - - (147) (16)

Profit for the period 21,248 16,679 9,768 8,724 5,668

Goil – Renounceable Rights Issue 43 Statement of financial position as at the years ending on the dates stated below:

2014 2013 2012 2011 2010 GH¢'000 GH¢'000 GH¢'000 GH¢'000 GH¢'000 Assets Property, plant and equipment 120,093 71,750 46,824 32,658 26,057 Intangible asset 3,133 2,289 852 - - Available for sale financial instrument 9,905 8,585 5,546 5,180 4,197

Total non-current assets 133,131 82,624 53,222 37,838 30,254

Current assets Stocks 27,208 17,085 12,376 9,926 8,852 Accounts receivables 160,434 96,527 90,297 65,303 57,674 Short term investment 6,416 4,479 3,900 2,000 - Cash and bank balances 13,644 21,228 3,996 6,466 6,759 Total current assets 207,702 139,319 110,569 83,695 73,285

Total Assets 340,833 221,944 163,791 121,533 103,539

Current liabilities Bank overdraft 16,201 1,114 1,316 2,010 3,983 Accounts payable 219,429 145,647 99,131 72,841 60,056 Current portion of term loan 10,520 3,663 3,636 2,351 4,582 Current tax 3,657 2,027 1,787 1,300 707

Total current liabilities 249,808 152,451 105,871 78,502 69,328

Non current liabilities Deferred tax 2,885 3,592 2,822 1,416 301 Non current term loan 11,250 6,566 8,122 1,466 462

Total Liabilities 263,943 162,609 116,816 81,383 70,091

EQUITY Stated capital 31,809 31,809 11,809 11,809 11,809 Building fund 3,883 2,533 1,599 1,129 735 Income surplus 31,141 16,018 27,508 21,519 16,048 Capital surplus 10,057 8,974 6,058 5,692 4,857

Total shareholders' fund 76,890 59,335 46,975 40,150 33,448

Total liab. & shareholders' fund 340,833 221,944 163,791 121,533 103,539

44 Goil – Renounceable Rights Issue Statement of cash flow position as at the years ending on the dates stated below:

2014 2013 2012 2011 2010 GH ¢'000 GH¢'000 GH¢'000 GH¢'000 GH¢'000 Operating Activities:

Operating profit 27,623 18,588 14,190 11,341 8,145

Adjustment for: Depreciation and amortisation 11,729 7,828 4,829 2,816 2,378 Profit/(loss) on sale of fixed assets (87) (142) (77) (3) (45) Interest and dividend received (1,246) (1,175) (667) (273) (595) Interest paid 3,039 1,362 1,267 1,558 3,029 Net effect of assets reversed - 18 30 - -

Operating profit before working capital changes 41,058 26,481 19,572 15,440 12,911

Changes in stock (10,122) (4,709) (2,449) (1,075) (2,941) Changes in debtors (63,907) (6,230) (24,995) (7,629) (3,361) Changes in creditors 73,783 45,227 26,290 12,786 6,514 Cash generated from operations 40,811 60,768 18,41 8 19,522 13,123

Company tax paid (6,534) (3,817) (2,894) (1,496) (1,363) Net cash flow from operating activities 34,277 56,951 15,524 18,026 11,761

Cashflow from investing activities Interest and dividend received 1,246 1,175 667 273 595 Interest paid (3,039) (1,362) (1,267) (1,558) (3,029) Acquisition of available for sale financial instrument - - - - (2,550) Acquisition of property, plant and equipment (60,812) (34,242) (19,909) (9,640) (2,490) Receipt from disposal of property, plant and equipment 87 174 109 226 58

Net cash used from financing activities (62,519) (34,256) (20,400) (10,699) (7,415)

Cashflow from financing activities Changes in term loan 11,542 (1,530) 7,942 (1,228) (1,971) Dividend paid (4,034) (3,153) (2,943) (2,420) (2,186)

Net cashflow used in investing activities 7,508 (4,682) 5,000 (3,648) (4,157)

Net increase in cash and cash equivalents (20,734) 18,013 124 3,680 189

Analysis of changes in cash and cash equivalents Cash and cash equivalents at 1 January 24,593 6,580 6,456 2,776 2,587 Net increase in cash and cash equivalents (20,734) 18,013 124 3,680 189

Cash and cash equivalent at 31 December 3,859 24,593 6,580 6,456 2,776

Analysis of cash and cash equivalents during the year

Cash at bank and on hand 13,644 21,228 3,996 6,466 6,759 Bank overdraft (16,201) (1,114) (1,316) (2,010) (3,983) Short term investment 6,416 4,479 3,900 2,000 - 3,859 24,593 6,580 6,456 2,776

Goil – Renounceable Rights Issue 45

12th January, 2016

The Board of Directors Ghana Oil Company Limited P. O. Box GP 3183 Accra Gentlemen,

REPORTING ACCOUNTANT’S REPORT ON FORECAST AND PROJECTIONS

We have examined the accounting policies and calculations for the profit forecast and projections of Ghana Oil Company Limited for the five years ending 31 December 2020, set out on Pages 18 to 20 of the report in accordance with the Listing Rules of the Ghana Stock Exchange (GES), The Company’s Code, Act 179 and L.I.1728 of the Securities and Exchange Commission applicable to the examination of prospective financial information. The directors are responsible for the forecast and projections, including the assumptions set out on pages 48 to 54 on which it is based.

The forecasts include results shown by unaudited interim financial statements for the nine months to September 30, 2015.

The forecasts and projections have been prepared for inclusion in the information memorandum for a renounceable rights issue of the Company. These forecasts and projections have been prepared using a set of assumptions that include hypothetical assumption about future events and management’s actions that are not necessarily expected to occur. Consequently, readers are cautioned that these assumptions may not be appropriate for purposes other than described above.

Based on our examination of the evidence supporting the assumptions, nothing has come to our attention which causes us to believe that these assumptions do not provide a reasonable basis for the projections.

46 Goil – Renounceable Rights Issue In our opinion, the forecasted financial statements, so far as the accounting policies and calculations are concerned, have been properly compiled on the basis of the assumptions made by the directors of the Company, and are presented on a basis consistent with the accounting policies normally adopted by the Company.

We do not express an opinion as to whether the actual results for the forecast period will approximate the forecast because events and circumstances do not frequently occur as expected, and those differences may be material.

Goil – Renounceable Rights Issue 47 5.2 Assumptions Underlying the Financial Projections Ghana Oil Company Limited’s plan and financial projections have been developed on the premise of the Company’s Strategic plan and Government’s monetary and fiscal policy. The Government policy is expected to continue to be geared towards increased revenue generation, disciplined government spending and GDP growth. We present below the key assumptions underlying GOIL’s financial projections for the planned period:

PROJECTED INDICATORS

Projected Macroeconomic Indicators

FY15 FY16 FY17 FY18 FY19 FY20

GDP growth 4.1% 5.3% 5.5% 6.5% 6.5% 6.5% Prime rate 26.0% 26.0% 24.0% 23.0% 22.0% 22.0% Inflation (average) 18.0% 19.0% 16.0% 15.0% 12.0% 12.0% 91 day - Treasury bill rate 23.0% 25.0% 25.0% 24.0% 24.0% 25.0% Access bank's lending rate 29.0% 29.0% 25.0% 25.0% 25.0% 25.0% Exchange rate GHS:USD 3.8 4.0 4.5 4.5 4.5 4.5

Source: Management information

Economic Growth

The Ghanaian economy was forecasted to grow at not less than 4.1% in 2015 compared to 7.3% in 2013 and 2014. Management anticipates that the economy will make a recovery subsequent to this with GDP growth of 5.3% in 2016, 5.5% in 2017 and an average of 6.5% from 2018 to 2020.

Inflation Rate

Inflation rate, measured by year-on-year changes in the consumer price index, is expected to end the year 2015 at 18.0%. Thereafter, it is expected to fluctuate with an average 19% in 2016, 16% in 2017, 15% in 2018 and 12% from 2019 to 2020.

Management attributes the peak in 2016 to the election year, which is expected to be characterized by significant government spending.

48 Goil – Renounceable Rights Issue Bank of Ghana (“BoG”) Prime Rate

Management forecasted a BoG prime rate of 26% in 2015, in line with the actual November 2015 rate. The rate is expected to be maintained at 26% in 2016 as management anticipates restrictive monetary policy to mitigate inflationary pressures during the 2016 election year. The prime rate is forecasted to decrease to 24% in 2017 and 23% in 2018, and an average of 22% from 2019 to 2020 in line with the forecast decrease in inflation in these periods.

91-day Treasury bill rate

The risk free rate was forecasted at 23% for 2015. Management anticipates an increase in the risk free rate to 25% in 2016 and 2017, as the government utilises high interest rates to attract investments following the cash surplus expected from the 2016 elections. The risk free rate is then forecasted to decrease to 23%, until 2020, the next ele ction year.

Income Statement

Revenue

We expect gross sales to increase by about 20% between 2014 and 2015. At the end of September 2015, reported gross sales was GH¢1,357,914,000 representing about 80% of the projection. It is expected that the remaining 20% of the projected sales will be generated in the last quarter of the year in line with the observed trend in the past, and as asset volumes build up.

Revenue has increased by an average of 31% over the last 5 years.

The Compounded Annual Growth rate (CAGR) for the 5 years is 33.5%.

We remain conservative with the lower of the average growth rate and the CAGR.

In 2016, the company is expected to commence the construction of new stations per year for the next 5 years. Each station is expected to make an average sale of about 250,000 litres of white products with an estimated price of GH¢2.4 per litre. This is expected to lead to growth in revenue by about 20% in 2016 and an average of 30% in the five years.

Custom Duties and Levies

We expect custom duties and taxes to remain 20% of gross sales. We expect the current rates of taxes on petroleum products to remain stable at 20% into the next five years.

Goil – Renounceable Rights Issue 49 Cost of sales

Cost of sales is expected to have a direct relationship with net sales (less custom duties and levies). Over the past 5 years, cost of sales has been 94% of the total net sales. We expect this direct relationship to continue going into the future.

Sundry income

Sundry income is expected to grow at the same rate as that of the past year. Sundry income includes rent received and exchange gains. The projection of these other income are likely to be closer to the most recent year.

Administration and depot expenses

We expect administrative expenses to grow in direct proportion with sales. In the past five years, administration and station expenses has been averagely 4% of total net sales. We expect this to continue going forward. Construction of additional stations have a direct relationship with the cost of maintaining the stations.

The administrative cost to be incurred for the rights issue of shares in 2016 (GH¢5,000,000) has been factored into the expected administration cost of the year.

Income taxes

Corporate tax will remain at 25.0% of profit before tax over the projected period.

Statement of Financial Position

Property, plant and equipment

Forecasted capital expenditure is predominantly driven by the number of new stations in each financial period. Management plans to open fifty new stations between 2016 and 2020. Forecasted capital expenditure also includes planned IT infrastructure, solar energy/LED for new stations, construction of the Tema depot and other operational equipment.

Available for sale

Available for sale instruments are estimated to remain same for the 5 years.

Inventory

Inventory has been projected based on inventory period for the past periods. Inventory period has been 7% on average over the last 5 years and we expect the status quo to remain.

50 Goil – Renounceable Rights Issue Accounts receivable

Accounts receivable has been projected based on the average debtors’ collection period for the past 5 years.

Short-term investment

Management intends to maintain the current short term investment for the next five years. Management anticipates an increase in the risk free rate to 25% in 2016 and 2017, as the Government utilises high interest rates to attract investments following the cash surplus expected from the 2016 elections.

Accounts payable

Accounts payable has been projected based on the average creditors’ payment period for the past 5 years.

Term loan

The First Atlantic Bank granted a medium term loan facility of GH¢15,000,000 to the Company. The facility is due to expire on August, 2018 and interest rate was 26.47% per annum.

The Company has been granted a Medium Term Loan of USD$5,161,280 by Stanbic Bank Ghana Limited, for general corporate purposes including capital expenditure for new service stations and rebranding exercise. The loan is to be repaid in full over a period of five (5) years with six (6) months moratorium. Interest rate is 6.4% fixed per annum.

The Company is in negotiation with the Social Security and National Insurance Trust for a 5-year GH¢100m bond.

Stated capital

Stated capital is expected to increase by the amount raised from the rights issue of shares.

Building fund

An amount equal to 5% of each year’s profit after tax is expected to be transferred to the building fund.

Goil – Renounceable Rights Issue 51 5.3 Forecasts and Projections Statement of comprehensive income for the five years to 31 December 2020.

Sept 2015 Unaudited 2016 2017 2018 2019 2020

G H¢'000 G H ¢'000 G H ¢ '000 G H ¢ ' 0 00 G H ¢ ' 0 00 G H ¢ ' 0 0 0

Gross revenue - 2,256,635 3,159,289 3,601,589 4,105,812 4,680,626

Customer duties and levy - (373,699) (523,178) (596,423) (679,922) (775,112) Net revenue 1,357,914 1,882,936 2,636,111 3,005,166 3,425,890 3,905,514

Cost of sales ( 1 , 2 5 2 , 4 5 3 ) ( 1 , 7 4 2 ,657) ( 2 , 4 3 9 ,7 2 0) ( 2 , 7 8 1 ,2 8 1 ) ( 3 , 1 7 0 ,6 6 1 ) ( 3 , 6 1 4 ,5 5 3 )

Gross profit 105,461 140,279 196,390 223,885 255,229 290,961

Sundry income 2,454 3,600 4,320 5,184 6,221 7,465 Depot and station expense - (24,823) (34,752) (39,617) (45,164) (51,487) Selling and administration ( 6 1 , 5 65) ( 5 5 , 8 3 9) ( 7 6 , 1 7 5 ) ( 8 1 , 1 3 9 ) ( 9 2 , 4 9 9 ) ( 1 0 5 , 4 4 9 )

Operating profit before 4 6 , 350 6 3 , 2 16 8 9 , 7 8 3 1 0 8 ,3 1 2 1 2 3 , 7 8 7 1 4 1 , 4 9 0 finance cost

Net finance expense (3,764) (5,675) (8,720) (8,360) (3,000) (3,000)

Profit before tax 4 2 , 586 5 7 , 5 42 8 1 ,0 6 3 9 9 ,9 5 2 1 2 0 , 7 8 7 1 3 8 , 4 9 0 Income tax expense (10,646) (14,385) (20,266) (24,988) (30,197) (34,622)

Net profit attributable 31,940 43,156 60,798 74,964 90,590 103,867 to equity holders of the company

Other comprehensive income Available-for-sale financial - 2,030 2,030 2,030 2,030 2,030 Deferred tax on revaluatio n Profit for the period 31,940 45,186 62,827 76,994 92,620 105,897

Earnings per share - 0.11 0.16 0.19 0.23 0.27

Dividend per share - 0.03 0.05 0.06 0.07 0.08

52 Goil – Renounceable Rights Issue

Statement of financial position for the five years to 31 December 2020.

Sept 2015 2016 2017 2018 2019 2020 U n a udited GH¢'000 GH¢'000 GH¢'000 GH¢'000 GH¢'000 GH¢'000 Assets Property, plant and equipment 1 5 4 ,011 2 9 1 ,607 3 2 0 , 4 42 33 5 ,0 7 7 35 1 ,3 9 7 376 , 0 0 1 Intangible asset 2,781 1,307 200 80 4 0 - Available for sale financial instrument 9,905 12,685 12,685 12,685 12,685 12,685 Total non-current assets 166,697 305,599 333,327 347,842 364,122 388,686

Current assets Stocks 37,381 33,422 46,791 53,340 60,808 69,320

Accounts receivables 263,073 247,302 346,223 394,695 449,952 512,945

Short term investment 4,520 6,003 7,504 9,380 11,725 14,656 Cash and bank balances 5 8 ,064 5 8 , 8 6 8 7 2 , 1 8 0 11 5 ,9 4 6 16 7 ,3 2 9 223 , 5 4 7 Current tax 2,643 - - - - - Total current assets 365,681 345,595 472,698 573,361 689,814 820,468

Total Assets 532,378 651,194 806,025 921,203 1,053,936 1,209,154

Current liabilities Bank overdraft 21,455 - - - - -

Accounts payable 359,268 262,592 367,629 419,097 477,771 544,659

Current portion of term loan 9,061 4,498 4,498 4,498 - - Current tax - 6 , 4 02 7 , 6 0 1 9 , 5 6 6 1 1 , 1 2 1 12 , 8 5 1 Total current liabilities 3 89,784 2 7 3,492 37 9 ,728 43 3 , 161 48 8 , 8 9 2 557 , 5 1 0

Non current liabilities Deferred tax 3 ,592 9 , 0 70 1 0 , 7 68 1 3 , 5 5 2 1 5 , 7 5 5 18 , 2 0 6 Non current term loan 2 7,709 1 0 8,995 1 0 4 ,498 10 0 ,0 00 10 0 ,0 0 0 100 , 0 0 0

Total Liabilities 421,085 391,557 494,994 546,713 604,647 675,716

Equity Stated capital 31,809 186,809 186,809 186,809 186,809 186,809 Building fund 3,883 6,142 9 ,284 1 3 ,1 33 1 7 ,7 6 4 23 , 0 5 9 Income surplus 5 1 ,988 5 6 , 6 29 1 0 4 , 8 8 1 16 4 ,4 9 1 23 4 ,6 5 9 313 , 5 1 3 Capital surplus 1 0,057 1 0 ,057 1 0 ,057 10 , 0 57 1 0 , 0 5 7 10 , 0 5 7 Total shareholders' fund 9 7,737 2 5 9 ,637 3 1 1 ,031 37 4 , 4 90 44 9 , 2 8 9 533 , 4 3 8

Total liab. & shareholders' fund 532,378 651,194 806,025 921,203 1,053,936 1,209,154

Goil – Renounceable Rights Issue 53

Statement of cash flow for the five years to 31 December 2020.

2016 2017 2018 2019 2020 GH ¢ ' 0 00 GH ¢ ' 0 00 GH¢ ' 0 0 0 GH¢ ' 0 0 0 GH¢' 0 00

Operating profit 4 5 ,1 86 6 2 , 8 27 7 6 , 9 94 92 , 6 2 0 105 ,8 9 7 Adjustment for: Depreciation and ammortisation 2 1 ,2 4 4 2 2 , 0 1 6 2 2 , 4 7 2 22 , 8 0 7 22 , 7 7 1 Other income ( 3 , 6 0 0) ( 4 ,3 2 0 ) ( 5 ,1 8 4 ) (6 , 2 2 1 ) (7 , 4 6 5 ) Interest paid 7 61 7 , 3 50 9 , 6 56 12 , 1 43 14 , 2 47 Expenses on rights issue 5,000 - - - - Operating profit before working capital 6 8 ,5 91 8 7 ,873 10 3 ,9 39 12 1 ,3 4 9 135 ,4 5 0

Changes in inventory 3 ,960 (1 3 ,368) ( 6 ,5 5 0) (7 , 4 6 8) (8 , 5 1 3) Changes in receivables 15,771 (98,921) (48,471) (55,257) (62,993)

Changes in payables (96,676) 105,037 51,468 58,674 66,888

Cash generated from operations (8,354) 80,621 100,385 117,298 130,832

Tax paid (2,500) 6,893 9,136 11,550 13,571 Net Cashflow from operating activities (5,855) 73,728 91,249 105,748 117,261 Cashflow from Investing Activities Other income 3 , 6 0 0 4 , 3 20 5 ,1 8 4 6 , 2 21 7 , 4 6 5 Interest paid (761) ( 7 ,350) ( 9 ,6 56) (12 , 1 43) (14 , 2 4 7) Acquisition of property, plant and equipment (1 5 2 , 7 0 0) (4 4 , 5 9 5 ) (3 0 , 5 1 1 ) (34 , 5 6 7 ) (44 , 4 1 6 ) Acquisition of intangible ( 2 00) - - - - Short term investment ( 4,263) ( 1 , 501) (1 , 8 76) (2 , 3 45) (2 , 9 3 1) Net Cashflow from investing activities (154,324) (49,125) (36,859) (42,834) (54,129)

Cashflow from financing Activities Changes in term loan 7 6 ,723 ( 4 ,4 9 8 ) ( 4 ,4 9 8 ) (4 , 4 9 8 ) - Changes on overdraft ( 2 9 ,245) - - - - Dividend paid ( 1 3 ,556) (1 8 ,8 4 8 ) (2 3 ,0 9 8 ) (27 , 7 8 6 ) (31 , 7 6 9 ) Receipts from rights issue of shares 1 5 5 , 000 - - - - Expenses on rights issue ( 5 ,000) - - - - Net Cashflow from financing activities 183,922 (23,346) (27,596) (32,284) (31,769)

Net increase/(decrease) in cash and cash equivalent23,743 1,257 26,794 30,630 31,363

Cash and cash equivalent at 1 January 41,128 78,427 98,532 148,424 206,840 Cash and cash equivalent at 31 December 6 4 ,8 71 7 9 ,6 84 12 5 ,3 26 17 9 ,0 54 238 ,2 03

Reconciliation of cash and cash equivalent Cash at bank and on hand 5 8 ,8 68 7 2 , 1 80 11 5 , 946 16 7 ,3 29 223 ,5 47 Bank overdraft - - - - - Short term investment 6 , 0 0 3 7 , 5 0 4 9 ,3 8 0 11 , 7 2 5 14 , 6 5 6 6 4 ,8 71 7 9 ,6 84 12 5 ,3 26 17 9 ,0 54 238 ,2 03

54 Goil – Renounceable Rights Issue PART 6 Good energy

RISK MANAG EMENT

The risk management framework attached to GOIL’s strategic plans and use of proceeds from the Rights Issue are outlined below:

RISK MANAGEMENT FRAMEWORK AND PROPOSED DETAILED USE OF FUNDS

FUNDS HAZARD/RISK PROPOSED DETAIL REQUIRED IDENTIFICATION SEVERITY ITEM USE OF FUNDS US$ ASSOCIATED WITH PROJECT LEVEL RISK MITIGATION

1 Construction of 15,000,000 1. Medium 1 13,500m³ depot at Construction(contractor a. Performance bond and Takoradi Habour for delays and poor mobilization bond bunkering.(NB: quality of work) Volume on bunkering b. Retention = 1year from TSPD) c. Over all Process of construction to take care of risks

2. 2. Operations (oil spillage at the a. Site systems (listen audio habour when on loading and file recording) offloading of products b. Bond and water separation system and foams for mopping up (absorbent foam)

c.High level alarm system in tanks

d.Computerised valve controls

e.Physical integrity of the construction 3. Atuabo (possible shut down of the GOIL facility

4. Boarder Dispute (Legal battles between Ghana and Ivory Coast)

5. Competitors

6. Offshoring pricing versus onshore with taxes financial exchange rate)

Construction of 20,000,000 1. Construction Medium Physical 2 8,000MT bitumen integrity of the Depot at Tema (NB: 2. Operations construction history of bitumen in Ghana tobe given to 3.Government difficulty in qak partners) financing road projects

4. Delay payments to contractors

5.Importation of bitumen by competitors

6.Financial (fluctuations in forex rate)

LPG 3,000 MT 10,560,000 Safety Harzards Low Physical integrity 3 of the construction

Service Station Construction and 15,000,000 Safety Harzards Low 4 Rebranding (total of 25 Stations; Cost = GH¢2.5 million per station)

Allow competition to Construction of 5,000,000 Market is available, Risk is Low 5 use facility when 10,000MT Storage minimum except competition Tank at Takoradi space is available

Goil – Renounceable Rights Issue 55 6.1 Risk Factors

Every investment undertaking comes along with some level of risks. Prospective investors in the additional shares of GOIL should carefully consider the following potential risks:

Financial Risk

The Company’s business exposes it to various risks including credits risk, liquidity risk, interest rate risk, and market risk. GOIL’s management, through its efficient risk management systems has been able to keep these risks under control.

Political Risk

Potential political unrest is a risk to any company operating in Ghana including GOIL as it could adversely affect its operations. However, Ghana has successfully conducted peaceful elections since the beginning of the fourth republic in 1992. The democratic process in the country reduces the risk of political unrest.

Economic Risk

The economy provides the framework for the industry GOIL operates in. Adverse economic conditions could affect GOIL’s performance and its ability to meet its set targets.

Dilution Risk

Shareholders who do not exercise their rights to purchase additional shares will have their shareholding diluted.

Operational Risk

The operations of GOIL are dependent on the ability of other parties to deliver services. GOIL has recognized the importance of these parties and has taken steps to minimize the impact of these parties on its operations.

Share Liquidity Risk

GOIL shares are listed on the GSE to enable trading in the company’s shares. However, it is possible that there could be inadequate liquidity in GOIL shares on the GSE at certain periods, meaning investors may not be able to buy or sell GOIL shares whenever they want to and at the desired price.

56 Goil – Renounceable Rights Issue Good energy PART 7

DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents in respect of the business and affairs of GOIL and the Offer may be inspected at the registered office of GOIL during the normal business hours of any working day during the Offer period and at the offices of the Financial Advisors and Sponsoring Broker whose details are located in the Advisors to the Issue section of this Circular:

7.1 Underwriting Agreement

7.2 Board Resolutions

7.3 Escrow Account Agreement

7.4 Annual Reports for the Past Five Year s

7.5 The Rights Issue Offer Circular

7.6 Resolution passed by Shareholders

7.7 Company Resolutions

7.8 Legal Due Diligence Report

Goil – Renounceable Rights Issue 57 Good energy

PART 8

THE GHANA STOCK EXCHANGE

8.1 Overview The Ghana Stock Exchange (GSE) was incorporated in July 1989 as a company limited by guarantee. It is a non-governmental organization, governed by a thirteen (13) member council. Members of the GSE include twenty one (21) Licensed Dealing Members (brokerage firms), twelve (12) Registered Primary Dealers, nine (9) Non-Primary Dealing Banks and nine (9) Council Members. The Exchange is regulated by the Securities and Exchange Commission (SEC) under the Securities Industry Act, (PNDCL 333) of 1993, as amended by the Securities Industry (Amendment) Act, 2000, Act 590.

8.2 Development & Trends The GSE has grown significantly since inception. From the eleven (11) listed companies on its first trading day on November 12, 1990, the bourse can now boast of thirty-nine (39) listed companies, one preference shares and one exchange traded fund (ETF) with a total market capitalization of approximately GH¢57.12 billion as at end of December 2015. These companies have over the years raised over GH¢2.18 billion in equity and GH¢194 million in debt securities from the investing public for development. Others include 15 corporate bonds with a value of GH¢107.37 million, 151 Government notes and bonds with a value of GH¢11.77 billion and 2 sovereign bonds with secondary listing of US$2 billion.

In 2007, the Central Securities Depository Act, 2007 (Act 733) was passed to permit the issuance of dematerialized shares, where shareholders and board of directors of an issuer have authorised this. The passing of the law paved way for the Exchange to achieve several milestones in its development. These milestones include the incorporation and operation of the GSE Securities Depository Ghana Limited and the establishment of a Clearing and Settlement System.

In addition, the GSE has completed the automation of its trading system with the support of the Government of Ghana’s Economic Management and Capacity Building Project. The GSE’s automated trading system is expected to improve liquidity in the market place as well as enhance its competitiveness to attract investors and issuers.

58 Goil – Renounceable Rights Issue To complement the automated trading regime, the Exchange extended its trading hours to afford dealers increased contact hours with their clients during the trading day and also to afford non-resident investors in time zones different from Ghana, greater opportunity to reach out to their local brokers. The new trading hours become 09.30 hours GMT to 15.00 hours GMT from the existing 09.30 hours GMT to 13.00 hours GMT. This was expected to also help improve liquidity in the market place.

The GSE has also established the Ghana Alternative Market (GAX) which is a parallel market to the GSE’s First Official List focuses on business with potential for growth. The GAX accommodates companies at the various stages of their development, including start-ups and existing enterprises, which are of both small and medium in nature. There are several benefits of listing on the GAX. For instance, the GAX affords companies the opportunity to secure long term capital, broaden their investor base and also provide liquidity for their shareholders and investors.

8.3 Performance of the Ghana Stock Exchange

The performance of the market has been remarkable and remained relatively strong in recent years. The GSE Composite Index which is the market benchmark recorded positive returns in 2013 and 2014 by recording 78.81% and 5.4%. However, in 2015 the market closed the year at -11.77%. The total volume and value traded on the exchange for the year 2013 and 2014 was 312.99 million shares and GH¢456.14 million respectively as against 207.50 million shares valued at GH¢345.96 million. However, the volume and value traded in 2015 stood at 246.43 million and GH¢247.64 million.

We anticipate an improvement in the market activities in 2016 as the general economy improves.

Goil – Renounceable Rights Issue 59 8.4 Other Information

Trading Days: Monday-Friday; starting at 9.30am to 3.00pm

Trading Method: Carried out electronically using the Continuous Auction Trading System. Trading is done in lots of 100 shares on regular market and below 100 shares on odd lot market.

Settlement Period: Trading day plus 3 business days (T +3)

Access to Trade and General Through Reuters, internet, official trading results, local newspapers, GSE website, GSE handbook, SAS Newsletters, Information on the GSE SAS website - www.sasghana.com, etc

60 Goil – Renounceable Rights Issue Good energy PART 9

ADDITIONAL TERMS AND INFORMATION ON THE OFFER

9.1 Application A qualifying applicant to this Offer is either a qualifying GOIL shareholder or a renouncee that has been named by an existing shareholder and is interested in acquiring GOIL shares under the terms of this Offer.

Qualifying Shareholders

Qualifying applicants are entitled to subscribe for 0.5536 new shares for every one (1) ordinary shares registered in their name as at the close of business on the qualifying date under this Offer. The “Guide to Completing the Application Form”, and the “Application Form”, which will be completed by qualifying shareholders, is enclosed in this document. Qualifying shareholders may take any one of the following actions under this Offer:

a. Fully subscribe for their rights under this Offer: This is where qualifying shareholders duly complete the Application Form and pay for shares covering their entire allocation under this Offer, returning same to the Receiving Agent or Receiving Bank not later than 5:00pm on 18 th May, 2016.

Qualifying shareholders under this section must complete Section A of the Application Form, in accordance with the instructions set out under the Guide to Completing the Application Form.

b. Fully subscribe for their rights AND apply for additional shares: In addition to completing 9.1a above, qualifying shareholders may apply for additional shares (extra shares above what they are entitled to under this Offer) and pay for such additional shares, returning the duly completed Application Form and payment covering both their rights and additional shares applied for to the Receiving Agent or Receiving Bank not later than 5:00pm on 18 th May, 2016. Qualifying shareholders choosing this option must complete Sections A of the Application Form, in accordance with the instructions set out under the Guide to Completing the Application Form.

Goil – Renounceable Rights Issue 61 c. Partially subscribe for their rights only: Qualifying shareholders may apply for only part of the shares they are entitled to under this Offer and return the duly completed Application Form together with payment to the Receiving Agent or Receiving Bank not later than 5:00pm on 18 th May , 2016. Qualifying shareholders may take no further action on their remaining rights under the Offer and empower the Directors of the Company to allot such unsubscribed portion of their rights as the Directors deem fit. Qualifying shareholders must complete Sections A and B of the Application Form, in accordance with the instructions set out under the Guide to Completing the Application Form.

d. Partially subscribe for their rights under the Offer and renounce their unsubscribed rights in favour of qualifying third parties, who may or may not be shareholders of GOIL (renouncee): Qualifying shareholders may apply for only part of the shares they are entitled to under this Offer, renouncing the remainder of their rights in favour of qualifying third parties who now have to apply for and pay for those shares. The Application Form completed by both the qualifying shareholder and the renouncee, together with payment for the shares must be returned to the Receiving Agent or Receiving Bank not later than 5:00pm on 18 th May, 2016. Qualifying shareholders choosing this option must complete Sections A and B, whilst each named renouncee must complete Section C of the Application Form in accordance with the instructions set out under the Guide to Completing the Application Form.

Should qualifying shareholders desire to renounce the remainder of their rights in favour of more than one person, they should state the number of shares to be allotted to each renouncee in a separate row in Section B of the Application Form. The completed Sections A, B and C of the Application Form together with payment for all shares applied for should be lodged with the Receiving Agent or Receiving Bank not later than 5:00pm on 18th May, 2016.

e. Renounce all their rights in favour of third parties, who may or may not be shareholders of GOIL: Qualifying shareholders may decide not to partake in the Offer and may renounce all their rights under this Offer in favour of qualifying renouncees who may or may not be shareholders of GOIL. The renouncees must duly complete Section C of the Application Form and return the Application Form together with payment for the shares

62 Goil – Renounceable Rights Issue being applied for to the Receiving Agent or Receiving Bank not later than 5:00pm on 18 th May, 2016. Qualifying Shareholders choosing this option must complete Sections A and B, whilst each named renouncee under Section B must complete a copy of Section C of the Application Form in accordance with the instructions set out under the Guide to Completing the Application Form.

Should qualifying shareholders who want to renounce their rights in favour of more than one person, they should state the number of shares to be allotted to each renouncee on a separate row in Section B of the Application Form.

f. Take no action: Qualifying Shareholders who choose not to apply for shares under this Offer, or who fail to make payment for the shares they have applied for under this Offer, or who fail to meet the deadline of 5:00pm on 18th May, 2016 for returning the Application Form and making payment to the Receiving Agent or Receiving Bank, may be deemed to have not taken any action under this Offer. Qualifying shareholders who take no action under these terms empower the Directors of GOIL to allot such unsubscribed

rights as the Directors deem fit.

Other Applicants

If you are neither a qualifying shareholder nor a renouncee, you cannot apply for shares under this Offer.

9.2 Offer to Purchase Shares a) As an applicant, you offer to subscribe for the number of shares as indicated on your Application Form on the terms and conditions of this Offer and on the basis of the information set out in this Document and subject to the Regulations of GOIL.

b) You agree that your application to acquire shares cannot be revoked after 18th May, 2016 or such later date as the Directors and Advisors may agree, and promise that any cheque, banker’s draft or money or postal order will be honoured on first presentation and that this paragraph constitutes an agreement between you and GOIL. It becomes binding when your application is posted or in the case of delivery by hand as received

Goil – Renounceable Rights Issue 63 by the receiving agent. However, the Company will not be held liable if you use a wrong address in posting. c) You must pay all bank commissions, transfers and other bank charges related to your application. d) A thumb print on an Application Form will be accepted instead of a signature thereon only if it is duly certified in accordance with the Laws of Ghana. e) If your Application Form is not completed correctly or amended, or if any cheque, bankers draft, money or postal order is found to be less than the amount stated on your Application Form, it may still be treated as valid. In such cases, the Company’s decision as to whether to treat the application as valid, and how to construe, amend or complete it shall be final. You will not, however, be treated as having applied to purchase a number of shares which, when multiplied by the offer price, is more than the amount of remittance upon allotment of shares. f) An Application may be rejected in whole or in part at the discretion of the Advisors and Management of GOIL if the application is incomplete or illegible, or if it is determined that the applicant is not eligible to participate in this offer.

9.3 Acceptance of the Offer to purchase shares a) Acceptance of your offer will be made (if your application is received, valid, processed and not rejected) by notifying the SEC and GSE of the basis of allocation and by notifying acceptance to receiving agent.

b) Acceptance of your offer may be of the whole or any part thereof.

c) If your application to purchase shares is accepted (in whole or in part), there will be a binding contract under which you will be required to purchase the shares in respect of which your application has been accepted.

9.4 Payment for Shares a) You undertake to pay the purchase price of the shares in respect of which your application is accepted. The cheque or banker’s draft or other remittances may be presented for payment before acceptance of your application, but this will not constitute acceptance of your application, either in whole or in part.

64 Goil – Renounceable Rights Issue b) In the case of excess applications, if your application is invalid, rejected or not accepted in full, or if the amount of the application divided by the offer price does not result in a whole number of shares, the proceeds of the cheque or other remittances or the unused balance of those proceeds (as the case may be) will be refunded to you without interest.

c) If the remittances are not honoured on first presentation, then at any time until the Company has received cleared funds in respect of the share offer, the Advisors, on behalf of GOIL may terminate the agreement to purchase that share. The termination will be done by notifying the receiving agent whom you submitted your application to.

9.5 Renunciation a) The right to subscribe for the Rights Issue may be renounced in whole or in part only by completing the Application Form in accordance with the instructions therein or by taking no action.

b) Qualifying shareholders who wish to purchase some of their Rights and to renounce the remainder in favour of a different person or persons, may complete Sections A and B of the Application Form in accordance with the instructions provided in the Guide to Completing the Application Form.

The Application Form must then be lodged with the receiving agent or receiving bank togeth e r with payment for the shares to be received not later than 5:00pm on 18 th May, 2016.

9.6 Procedure in Respect of Rights not Taken or Renounced If a properly completed Application Form and payment in full is not received by 5:00pm on 18 th May, 201 6, the Rights will be deemed to have been declined by the shareholders. These shares will then be available to shareholders applying for extra shares under the Offer, and allotted by the Directors as they deem fit.

Goil – Renounceable Rights Issue 65 9.7 Warranties You warrant that:

a) You are qualified to apply; b) The applicant on whose behalf you are applying is qualified to apply; c) You will submit a complete application including all supporting documents required under the terms of this offer;

d) In making your application you are not relying on any information or representation concerning the Company not contained in this document. You agree that no person responsible for this document or any part of it will have liability for any such other information or representation;

e) If any person signing, or making a thumb print on the Application Form is not the applicant, that person warrants that he/she has authority to do so on behalf of the applicant and that this authority is vested in him or her;

f) If the applicant is other than a natural person, the person signing the Application Form warrants that he/she has authority to do so on behalf of the applicant.

9.8 Supply and Disclosure of Information The Company, Directors, Advisors and their Agents shall have full access to all information relating to, or deriving from, the cheque or banker’s draft or other remittances accompanying your application and its processing. If the Directors or their Agents request any information about your application you must promptly disclose it to them.

9.9 Listing of New Ordinary Shares The GSE has granted permission to admit the additional 139,639,640 GOIL shares to be issued under the Rights Issue on the First Official List of the GSE, alongside the existing 252,223,488 ordinary shares listed. It is expected that dealings in the additional shares will commence alongside the existing shares on the Listing Date.

66 Goil – Renounceable Rights Issue 9.10 Share Certificates / Central Securities Depositor y Share certificates will not be issued in respect of the new ordinary shares. All shares under this offer will be allotted electronically on the Central Securities Depository to each successful applicant.

All qualifying applicants who already have Depository Accounts should quote their CSD number on the appropriate section of the application form.

However, all qualifying applicants who have not opened depository accounts as yet should immediately contact Strategic African Securities Ltd (SAS), or any Licensed Dealing Member (Stockbrokers) of the Ghana Stock Exchange to open a Securities’ Account with the Central Securities Depository Ghana Limited (CSD). In opening a securities account, you will be required to have one passport picture and a form of identification (Voters ID card, Passport, Drivers Licence or National Health Insurance card).

Additionally, all applicants opening depository accounts can deposit their GOIL certificate(s) together with their bonus share certificate (where applicable) and all other paper certificates they hold, or in its absence transfer receipt or balance receipts, to SAS or their broker so that, the number of applicable shares can be credited to the depository account that they open.

9.11 Exchange Controls Exchange Control is currently governed by the Foreign Exchange Act 2006, Act 723. This repeals the Exchange Control Act of 1961, Act 71. The Foreign Exchange Act provides for the exchange of foreign currency, for international payment transactions and foreign exchange transfers; to regulate foreign exchange business between residents and non-residents through the banks. Furthermore, under BoG Notice BG/GOV/SEC/2007/3 there are no restrictions on the purchase of capital market instruments by non-residents except for the banking sector where the acquisition or disposal of a stake of 10% or more is governed by the Banking Act 2004 and which requires a prior approval by the Bank of Ghana.

Goil – Renounceable Rights Issue 67 9.12 Taxation

a) Withholding Tax on Dividend Under current Ghanaian tax law, all dividend payments are subject to a dividend withholding tax of 8%. No further tax is payable on dividends received.

b) Capital Gains The Internal Revenue Service imposes a tax at the rate of fifteen percent (15%) on the gains accruing from the realization of some assets including shares of a resident company if the amount exceeds GH¢50.00.

The Ghana Stock Exchange, the Ghana Securities Industry Association and the Securities and Exchange Commission have all made representations to the Ministry of Finance and the Ghana Revenue Authority for the tax exempt status on capital gains in listed securities which existed prior to January 2016 to be maintained.

c) Gift Tax Liability to gift tax may arise by gift of shares in the Company if the open market value of the shares at the time of the gift exceeds GH¢50 (subject to certain exemptions). The tax is payable by the recipient of the gift. The applicable statutory rate varies as follows:

a. Not exceeding GH¢50 – Nil b. Exceeding GH¢50 – 5% of a value in excess of GH¢50

d) Stamp Duty Under the Stamp Duty Act, 2005 (Act 689), transfer of shares is exempt from stamp duty.

e) Corporate Tax The Internal Revenue Act 2000, Act 592, prescribes a corporate tax of 25% for all listed companies.

68 Goil – Renounceable Rights Issue Good energy PART 10

RECEIVING AGENT’S AND RECEIVING BANK’S CONTACT DETAILS

Company: Strategic African Securities Limited Physical Address: 14th Floor, World Trade Centre, Independence Avenue, Accra Postal Address: P. O. Box KA 16446, Accra, Ghana Telephone No: +233 302 661 880/008 Facsimile No: +233 302 663 999 Email: ; [email protected] [email protected]; [email protected]

Website: www.sasghana.com

Receiving Bank uniBank (Ghana) Limite d 13th Floor, World Trade Centre Building No. 29 Independence Avenue, Accra P.O. Box AN 15367 Tel: +233 302 216 111-5 Fax: +233 302 253 695 [email protected] www.unibankghana.com

Goil – Renounceable Rights Issue 69 Receiving Bank Branches

Head Office Annex Darkuman Branch Tamale Branch Hse.No.581/4 Royal Castle Rd, P .O. Box AN 15367, Accra North, P.O. BOX TI 317 Kokomlemle, Accra-Ghana. Ghana. Opp. Ola Cathedral Church Tel: +233 302 233 328 Tel: +233 302 216 000 Hospital Road, Fax: +233 302 253 695 Fax: +233 302 253 695 / +233 302 Changli - Tamale, Ghana. 233 582 Tel: +233 372 022 172 Fax: +233 372 022 17

Oxford Street, Osu Tafo Bra nch Kejetia Branch P.O. Box AN 15367, Accra-N orth Opposite Sakasaka park Near PZ Cuss ons Building Tel: +233 577667729 P.O. Box KS 14954 P.O. Box KS 14954 Fax: +233 577667728 Tel: 032 20-8 3314-22 Tel: 032 20-83314-22 Fax: 032 20-83313 Fax: 032 20-83313

NIA Community 25 Branch Okaishie Bran ch Near Melcom Plus Complex, Community 25 Branch, Opposite Rawlings Park; inside Industrial Area First Sky Towers Building near old White Chapel building Post office Box 15467, Accra Kpone Police Barrier P. O. Box AN 15367 North Accra-North Tel: 0302 216000 Tel: 0302 216000 Fax: 0302 253695

Cape Coast Abetifi(Agency) Accra Central Branch University of Cape Coast Campus Located within the Campus of Opposit e Rawlings Park; inside Second floor o f the Department Presbyterian University College old White Chapel building of Hospitality and Tou rism Abetifi Campus P. O. Box AN 15367 Management building Kwahu Accra - North Adjacent to the Casely-Hayford Tel: 0302 216000 Hall. Fax: 0302 253695 Tel: 0332173942 Fax: 0332137939

Ahodwo Eas t Legon Asokwa (Agency) Located within the Version Lagos Avenue Asokwa,near the Baba-Yara Apricot building Near Media Pharma cy Sports Stadium, Near Ate nga junction East Legon -Accra Kumasi Ahodwo Tel: 0302 216000

Tel: 032 200 2701-4 Fax: (0302) 253695 Fax: 032 200 2705

Valley View University, Techi man Accra Main Osu Branch Campus Agency Royal Castle Rd, Kokomlemle, Near Danquah Cirle, Osu, Accra Valley View University main Accra-Ghana. Ghana. entrance, Tel: +233 302 236 744/ 672 Tel: +233 302 774 102 Techiman campus, adjacent the Fax: +233 302 253 695 Fax: +233 302 774 101 Administration office

Accra Mall Branch GIMPA Branch Tema Branch Accra Mall, Sh op No. L04, Tetteh- G.I.M.P.A Campus, Near C1 Near Meridian Plaza, Tema- Quarshie Inte rchange, Accra- University of Ghana, Accra- Ghana. Ghana. Ghana. Te l: +233 303 213 699/ +233 303 Tel: +233 302 823 074-6 Tel: +233 302 403 096-7 213 601 Fax: 233 302 823 071 Fax: +233 302 403 091 Fax: +233 303 213 600

70 Goil – Renounceable Rights Issue Receiving Bank Branches

Makola Branch Apenkwa Branch Kaneshie Branch Opposite Methodist Book Depot, Off the Accra-Tema Motorway Abossey Okai, Near Takoradi Makola, Accra-Ghana. Extention, Apenkwa, Accra- Station, Accra-Ghana. Tel: +23 3 302 684 430 Ghana. Tel: +233 302 326 125 -8 Fax: +23 3 302 684 434 Tel: +233 302 2 55 779 Fax: +233 302 326 123 Fax: +233 302 255 769

Ashiaman Branch Harper Road Branch, Kumasi Golden Tulip Branch, Kumasi Old Tanker Yard, Kaketo, Accra- Harper Road, Adum, Kumasi- uniBank agency at the Golden Ghana. Ghana. Tulip Hotel in Kumasi. Tel: +233 303 308 728/ +233 303 Tel: +233 322 833 1 4-22 308 728 Fax: +233 322 833 13 Fax: +233 303 300 698

Spintex Branch Market Circle Branch, Takoradi Roman Hill Branch, Kumasi Off the Spintex Road, Accra- Near the Takoradi Market Circle, Roman Hill, Kumasi-Ghana. Ghana. Takoradi-Ghana Tel: +233 3 22 020 208/ 202 24 Tel: +233 302 815 898-9 Tel: +233 312 235 20/ +233 312 235 Fax: +233 322 020 209 Fax: +233 302 815 900 80 Fax: +233 312 236 540

Kasoa B ranch Koforidua Bra nch Techiman Branch Off the Bawjiase Road Near the Kofo ridua-Accra Lorry off the Techiman-Tamale Tel: +233 302 971 940/ +233 302 Station, Koforidua-Ghana Highway 971 9 41 Tel: 0342 020 817/ 0342 020 82 2 Tel: +233 352 191 706/ +233 352 191 707

Bolgata nga Branch Madina Branch Wo rld Trade Centre Branch Commercial Street, Melcom uniBank (Ghana ) Limited, P.O. Ground Flo or Building, P.O Box 65, Bolgatanga Box AN 15367, Accra P. O. Box AN 15367 Tel: +233 382 021152 Tel: +233 302 216000-399 Tel: +233 302 661 697 Fax: +233 382 021153 Fax: +233 302 253695 Fax: +233 302 663 967

KNUST Campus Branch Wisconsin Service Centre Winneba Service Centre Commercial Area Wisco nsin International Univ. University of Education Opposit e Jubilee Mall College Cred it Union Building Tel: +233 322 064555/322064 553 Agbogba Road North Campus Tel: +233 244870234 Tel: +233 50451052

Goil – Renounceable Rights Issue 71 Good energy

PART 11

APPLICATION GUIDELINES AND APPLICATION FORMS

It is important that this Application Form be correctly completed. Applicants in doubt should consult the Receiving Agent for assistance.

The Offer is open from 10:00am on 3 rd May, 2016 and closes at 5:oopm on 18th May, 2016. Applications received after the Offer has closed may not be considered.

1 General Instructions for Completing the Application Form

Please read the instructions carefully before completing the relevant Sections of the Application Form.

i) There are various Sections to this Application Form. Please ensure you complete all the relevant and appropriate sections in accordance with your choices, and return the completed Form together with payment for your subscription to the receiving agent or bank by 5:oopm on 18th May, 2016.

ii) Use BLOCK letters in completing the Application Form

iii) Qualifying applicants / shareholders (people over 18 years of age) can buy shares in their own name. Shares may be bought for a child by a parent, grandparent or guardian who has been named as a renouncee. The said adult may complete another application to buy shares in his/her own name if he/she is an existing shareholder / renouncee.

iv) Power(s) of attorney must be enclosed if anyone is signing on behalf of an applicant other than a minor.

72 Goil – Renounceable Rights Issue v) Photocopies of Application Forms will be accepted only when they are clear and legible. The submission of a photocopied Application Form presumes that the applicant understands and accepts the terms and conditions of this offer.

2 Sections of the Application Form

The Application Form has the following sections:

Section A

To be completed by all qualifying shareholders partaking in the Offer. The enclosed Letter of Allotment gives each qualifying shareholder’s entitlement in this Offer. Each shareholder must indicate their preferred option and update their contact information under this section.

Section B

To be completed by all qualifying shareholders renouncing some or all their rights, giving details of the renouncee(s). Qualifying shareholders should note that they can sell their rights to this Offer for value, by contacting Strategic African Securities Ltd, or GOIL Ltd. or their own stockbrokers.

Section C

A copy of this section to be completed by each renouncee named in Section B.

3 Guide to Completing the Application Form for Qualifying Shareholders

a) Provisional Allotment

The Directors of GOIL have provisionally allotted to you the number of new ordinary shares set out under the enclosed Letter of Allotment. Your allotment is in the proportion of 0.5536 new ordinary shares for every one (1) ordinary share registered in your name at the close of business on 27th April, 2016.

Goil – Renounceable Rights Issue 73 You may accept all or any number of the new ordinary shares offered you, or renounce your rights in favour of another person(s), or take no action.

If you do not wish to partake in this offer, you do not have to do anything. Kindly note that all qualifying shareholders who do not submit by 5:00pm on 18 th May, 2016, a duly completed Application Form will be deemed to have elected not to participate in this Offer. The Directors of GOIL will allot the shares declined by such qualifying shareholders as they deem fit.

b) Available Options If You Wish to Partake

You may do only one of the following:

1. Accept only, all the new shares offered you. If you elect this option, kindly complete Section A of the Application Form.

2. Accept all the new shares offered you and apply for more shares. If you elect this option, kindly complete Section A of the Application Form.

3. Accept part of the new shares offered you and renounce the remainder in favour of another party. If you elect this option, kindly complete Sections A and B of the Application Form. Have each renouncee named under Section B complete a copy of Section C of the Application Form.

4. Renounce all the new shares offered you in favour of another party. If you elect this option, kindly complete Sections A and B of the Application Form. Every renouncee named under Section B must complete a copy of Section C of the Application Form.

74 Goil – Renounceable Rights Issue 4 Guide to Completing the Application Form for Renouncees

Renouncees

If a qualifying shareholder has renounced a portion or all of his rights in your favour under this Offer by naming you in Section B of the Application Form, you must complete a copy of Section C of the Application Form.

You must provide responses for all items of Section C of the Application Form, with the exception of item 4 (Dividend Mandate), which must only be completed if you wish to receive any dividends due you directly into the bank account details you provide.

General instructions for completing Section C of the Application Form are as follows:

APPLICATION

Indicate the number of shares renounced in your favour and write the amount payable in figures for the total number of shares you have applied for in section (a). Renouncees must then fill in the name and address of the Renouncer.

1. Personal Details Complete 1 with your surname (i.e. family name)/company name, all your forenames (i.e. first/other names) and the title by which you are addressed. Also fill in your date of birth or incorporation, your nationality and country of residence. Additionally provide your CSD depository account number, if applicable

2. ID Number/ Company Registration Number Applicants to the Offer must provide a valid ID. For the purposes of this Offer, a valid ID includes a national passport, driver’s licence or voter’s ID card for individuals, and registration documents, Registrar General’s Form A or Form 3 or a duly executed resolution from the organisation for institutions, clubs and other bodies.

3. Address Complete 3 with your full residential (if applicable) and postal address. The address must be current and reliable and in case of any change in address you should immediately inform Universal Merchant Bank Ghana Registrars of your new address.

Goil – Renounceable Rights Issue 75 4. Dividend Mandate Complete 4 if you wish the registrars (Universal Merchant Bank) to pay dividends due you directly into your bank account. Fill in the name of the bank, branch, the account name and the account number.

5. Declaration Please read the declaration carefully before signing (or thumb printing) on the line and dating the form in the space provided.

The Application Form may be signed by someone else on your behalf if he/she is duly authorised to do so. An agent must enclose the original power of attorney appointing

him/her (or copy certified by a notary public) unless he/she is a selling agent or financial intermediary and states the capacity in which he/she signs.

5 Payment for Shares and Delivery of Application Form

For applicants resident in Ghana, payment may be made by cash, cheque, postal or money order, which should be presented at the office of the Receiving Agent or any branch of the receiving bank where the Application Form is lodged. All cheques, postal or money orders should be crossed GOIL Rights Issue and endorsed Commission to Drawer's Account. This endorsement must be signed by the drawer. Bank commissions and transfer charges on application monies must be paid by the applicant.

Qualifying applicants not resident in Ghana may purchase shares under this Offer in local currency and for this purpose, GOIL allows payment for shares in Ghana cedis (GH¢) only. Funds should be remitted for the benefit of GOIL Rights Issue by bank transfer to Strategic African Securities Ltd. or uniBank, Foreign currency will be converted to Ghana cedis by the receiving bank at the day’s prevailing market rate.

76 Goil – Renounceable Rights Issue Any application from a person not resident in Ghana, which is not received in a form which will realise cleared funds for the full amount payable on the application by 5:00 pm on 18 th May, 2016, may be treated as invalid. Bank commissions and transfer charges on application monies must be paid by the applicant. Applications, in respect of which cheques are returned unpaid, for any reason whatsoever, will be rejected.

All qualifying applicants resident in Ghana must deliver or lodge their duly completed Application Form at the offices of the Receiving Agent or Receiving Bank named in this Offer Circular by 5:00pm on 18th May, 201 6.

Qualifying applicants not resident in Ghana must deliver or lodge their duly completed Application Form with SAS or uniBank, whose contact details are provided in the circular.

Applicants who choose to mail their Application Form to the Receiving Agent are advised to use registered mail services. However, all documents mailed to the Receiving Agent or Bank by applicants will be at the applicant’s own risk, and GOIL may treat applications not received by 5:00pm on 18 th May, 2016 as invalid.

Applicants are to note that Application Forms must be lodged at the same receiving agent’s or bank’s office where payment is made for the shares applied for. The receiving agent or receiving bank will acknowledge receipt of application form and funds from each applicant.

Goil – Renounceable Rights Issue 77 6 Receiving Agent

The receiving agent for this offer is Strategic African Securities Ltd (SAS). Below are the contact details of the receiving agent.

Strategic African Securities Limited 14th Floor, World Trade Centre Accra Independence Avenue P.O. Box KA 16446 Accra, Ghana Tel: +233 302 661770, 661880, 661008 Fax: + 233 302 663999

Contacts: Alec Mensah: [email protected]

Thomas Esso: [email protected]

Deborah Akyeampon: [email protected] Prince Gobbo: [email protected] Patrick Nunoo: [email protected]

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