ECOBANK NIGERIA PLC RC 89773 ANNUAL REPORT 2009

Ecobank Nigeria Plc Plot 21, Ahmadu Bello Way - P.o. Box 72688 Victoria Island - Lagos - Nigeria Phone: (+234) 1 2710391-5 Fax: (234) 1 271 0111 Email: [email protected] – www.ecobank.com PARENT COMPANY AND AFFILIATES GROUP OFFICE (ECOBANK TRANSNATIONAL INCORPORATED): 2, Avenue Sylvanus Olympio - BP 3261 - Lome (TOGO) - Phone: (228) 221 0303/221 31 68 - Fax: (228) 221 51 19

BENIN GUINEA TANZANIA Rue du Gouverneur Bayol Immeuble Al lman Plot No. 502/157 & 971/157 Uhuru Street, 01 B.P. 1280 - Cotonou - BÉNIN Avenue de la République Mnazi Mmoja Central Area, Dar es Salaam TANZANIA Phone: (229) 21 31 3069/21 31 4023 B.P 5687 - Conakry - GUINEE Phone: (255) 222 668 365 Fax: (229) 21 31 33 85 Phone: (224) 30 45 57 77 Fax: (255) 222 667 220 (224) 30 45 57 76 BURKINA-FASO Fax: (224) 30 45 42 41 TOGO 633, Rue IIboudo Waogyandé 20, Avenue Sylvanus Olympio 01 B.P 145 - Ouagadougou 01 BURKINA-FASO GUINEA BISSAU B.P 3302 - Lomé - TOGO Phone: (226) 50 328 328 Avenue Amilcar Cabral . Phone: (228) 221 72 14 Fax: (226) 50 318 981 B.P 126 - Bissau - GUINÉE BISSAU Fax: (228) 221 42 37 Phone: (245) 320 73 60/61 BURUNDI Fax: (245) 320 73 63 UGANDA 6, rue de la Science Plot 4, Parliament Avenue B.P 270 -Bujumbura - BURUNDI KENYA P.O. Box 7368 - Kampala UGANDA Phone: (257) 22 22 63 51 Fedha Towers - PO. Box 49584 Phone: (256) 417 700 100/102 Fax: (257) 22 22 54 37 Code 00100 Nairobi - KENYA Fax: (256) 312 266 079 Phone: (254) 20 288 30 00 ZAMBIA CAMEROON Fax: (254) 20 288 33 04 / 288 38 15 22768 Thabo Mbeki Road Boulevard de la liberté P.O.Box 30705 - Lusaka - ZAMBIA B.P 582 - Douala - CAMEROUN LIBERIA Phone: (260) 211 250 056-7 Phone: (237) 33 43 82 51-53 Ashmun & Randall Street - PO. Box 4825 (260) 211 250 202-4 (237) 33 43 84 88 / 89 1000 Monrovia 10 - LIBERIA Fax: (260) 211 250 171 Fax: (237) 33 43 86 09 Phone: (231) 727 72 77 / 697 44 94-6 Fax: (231) 701 22 90 EBI S.A. FRANCE CENTRAL AFRICAN REPUBLIC émé Tour Atlantique 1, Place de la Pyramide, 12 Etage Place de la République -B.P 910 MALAWI 92911 Paris la Défense Cedex FRANCE Bangui - RÉPUBLIQUE CENTRAFRICAINE Loita House Phone: (33) (0)1 55 23 23 40 Phone: (236) 21 61 0042 Corner Victoria Avenue & Henderson Street, Fax: (33) (0) 1 47 76 42 41 Fax: (236) 21 61 61 36 Private Bag 389, Chichiri Blantyre 3 - MALAWI Phone: (265) 01 822 808 / 099 ECOBANK DEVELOPMENT CORPORATION (EDC) CHAD Fax: (265) 01 822 683 / 820 583 2, Avenue Sylvanus Olympio Avenue Charles de Gaulle - B.P 87 BP 3261 Lome - TOGO N'Djamena - TCHAD MALI Phone: (233) 21 251723 Phone: (235) 252 43 14/2524321 Place de la Nation Fax: (233) 21 25 17 34 Fax: (235) 253 23 45 Quartier du Fleuve - B.PE. 1272 Bamako - MALI Phone: (223) 20 70 06 00 EDC INVESTMENT CORPORATION CONGO (BRAZZAVILLE) Fax: (223) 20 23 33 05 Immeuble Alliance, 4émé Etage Rond point de la coupole B.P 2485 Avenue Terrasson de Fougéres Brazzaville - CONGO NIGER 01 B.P 4107 - Abidjan 01 - COTE D'IVOIRE Phone: (242) 621 09 09/622 01 01 Angle Boulevard de la liberté et Phone: (225) 20 21 10 44 / 20 31 92 24 (242) 569 54 54 Rue des Batisseurs - B.P. 13804 Niamey - NIGER Fax: (225) 20 21 10 46 Phone: (227) 20 73 71 81-83 CONGO (DEMOCRATIC REPUBLIC OF) Fax: (227) 20 73 72 03-04 EDC STOCKBROKERS LIMITED Immeuble Future Tower S, Second Ridge link, North Ridge 3642 Blvd du 30 juin - B.P. 7515 NIGERIA P.O.Box 16746 - Accra North GHANA Plot 21, Ahmadu Bello Way Kinshasa - Gombe - RD CONGO Phone: (233) 21 25 17 23 / 24 P.O. Box 72688 Victoria Island - Lagos - NIGERIA Phone: (243) 99 60 16 000 Fax: (233) 21 25 17 20 Phone: (234) 1 2710391-95 Fax: (243) 99 60 17 070 Fax: (234) 1 2710111 EDC SECURITIES LIMITED Plot 21, Ahmadu Bello Way COTE D'IVOIRE RWANDA P. O. Box 72688 - Victoria Island Lagos - NIGERIA Immeuble Alliance , Plot 314, Avenue de la Paix Phone: (234) 1 7 61 38 33/761 3703 Avenue Terrasson de Fougeres 01 B.P 4107 P.O. Box 3268 - Kigali - RWANDA Fax: (234) 1 2 71 48 60 Abidjan 01 COTE D'IVOIRE Phone: (250) 503580-8 Phone: (225) 20 31 92 00 Fax: (250) 501319-20/571633 ECOBANK ASSET MANAGEMENT (EAM) (225) 20 21 10 41 Immeuble Alliance, 4émé Etage Fax: (225) 20 21 88 16 SAO TOME E PRINCIPE Avenue Terrassons de Fougères Edificio HB, Travessa do Pelourinho C.P. 316 - São Tomé 01 B.P 4107 - Abidjan 01 - COTE D'IVOIRE GABON DEMOCRATIC REPUBLIC OF SÃO TOME E PRINCIPE Tel: (225) 20 22 26 68 214, Avenue BOUET-9 ETAGES Phone: (239) 22 21 41/22 50 02 Fax: (225) 20 21 1046 BP: 12111 Libreville - Gabon Fax: (239) 22 26 72 Phone: (241)44 21 75 ECV SERVICOS FINANCEIROS - CAPE VERDE Agencia de' cambios Fax: (241) 44 21 76 SENEGAL 43A Avenida Amilcar Cabral Praia Santiago - CABO VERDE 8, Avenue Léopold Sédar Senghor Phone: (238) 261 7849 GAMBIA B.P. 9095.- Centre Douanes (CD) Dakar - SÉNÉGAL Fax: (238) 261 78 60 42'Kairaba Avenue - P.O. Box 3466 Phone: (221) 33 849 20 00 Serrekunda - THE GAMBIA Fax: (221) 33 823 47 07 Phone: (220) 43 9 90 31-33 EPROCESS INTERNATIONAL SA Fax: (220) 43 9 90 34 20, Avenue Sylvanus Olympio B.P 4385 - Lomé - TOGO SIERRA LEONE Phone: (228) 222 23 70 7, Lightfoot Boston Street GHANA Fax: (228) 222 24 34 P.O. Box 1007 Freetown - SIERRA LEONE 19th, Seventh Avenue Ridge West Ghana Office: Phone: (232) 22 221 704 /227801 O P.O. Box 16746 - Accra North Ridge, GHANA N . 556/4 Cola Avenue, Kokomleme Accra - GHANA Fax: (232) 22 290 450 Phone: (233) 21 68 11 66/67 Phone: (233) 21 213 999 Fax: (233) 21 68 04 28 Fax: (233) 21 234 457

1. 2009 ANNUAL REPORT ANAMBRA Maiduguri Sir Kashim Ibrahim way Sapele-Amikpe Phone: (234) 806 293 6945; (234) 812 637 4457; 129, Sapele/warri Road, Ajagodo, Sapele. Awka (234) 704 145 0856 Phone: (234) 0808 718 0235; (234) 0802 923 Abuja Estate, Opp Anambra State Government 3235; (234) 0709 201 9307 House, Onitsha-Enugu Expressway, Awka Maiduguri Aladja DSC Phone: (234) 808 718 0309; (234) 806 040 8548; No2, Kirikasanma Rd, adjacent CBN, Maiduguri Delta Steel Company Complex BUSINESS OUTLETS (234) 48 290 323 Phone: (234) 704 145 0856; (234) 704 145 0878 Phone: (234) 803 757 3473 ; (234) 704 145 0503 27 New Market Road, Onitsha BAYELSA HEAD OFFICE: Eku House Phone: (234) 808 718 0355 6, Effurun/Sapele Road, Warri. Plot 21, Ahmadu Bello Way, P. O. Box 72688, Victoria Island, Lagos NIGERIA Yenogoa 1 Phone: (234) 704 1450 504; (234) 704 145 0073 Phone: (+234) 1 2710391-5 - Fax: (234) 1 2702076 - E-mail: [email protected] Fegge 106, Mbiama Yenagoa Road, Ovom No. 33/35 Uga Street, Fegge, Onitsha Phone: (234) 802 052 3578; (234) 808 895 2112 Phone:(234) 808 583 9651;(234) 46 280 477 EBONYI Yenagoa II Nkpor Abakaliki II ABIA ABUJA Wuse II 204B Mbiama Yenagoa Road, Amarata 42 New Market Road, Nkpor 13 Ogoja Road, Abakaliki Plot 212A Adetokunbo Ademola Crescent, Wuse II Phone: (234) 708 645 8032, (234) 808 870 3695 Phone: (234) 704 145 0341-3 Phone: (234) 803 779 5298; (234) 46 280 478 Phone: (234) 808 718 0307; (234) 803 779 0317; Ekeoha Area III (234) 808 718 0307 Ekeoha Shopping Complex, Ehi/Asa Road, Aba Plot 9, Kontagora Close, Area 3, Garki Nnewi I CROSS RIVER Phone: (234) 802 969 2187; Phone: (234) 805 696 9139; (234) 9 291 0257 Zone IV Abakaliki I Plot 2306 Suez Crescent,Off Herbert Macaulay 2 Edo Ezemewui Road, Uruagu, Nnewi Phone: (234) 803 705 5767; (234) 805 279 2221; Ogoja 11 Sam Egwu Way, Abakaliki Factory Road, Aba. Asokoro Way, Wuse Zone 4 Phone: (234) 704 145 0143; (234) 802 052 3482 Plot 67 Yakubu Gowon Crescent, Asokoro District (234) 704 145 0341-3 (234) 803 788 2493; (234) (234) 46 871 106 19 MLA Hospital Road, Igoli-Ogoja 1 Factory Road, Aba Phone: (234) 803 713 4913; (234) 708 604 2283 Phone: (234) 82 290 475; (234) 802 052 3405 Phone: (234) 803 705 1101; (234) 9 291 0258; 9 291 0254; (234) 9 870 2771 Nnewi II EDO 3, Edo Ezemewi Road, Nnewi Tinapa Deidei NACA Centre Faulks Road, Aba Phone: (234) 803 396 4248 Line Shop B9 Tinapa Business Resort, Calabar C3 802 Int'l Building Materials Market, Deidei University of Abuja, NACA Centre, Gwagwalada Akpakpava I 187 Faulks Road, Aba Phone: (234) 807 595 3088; (234) 87 290 473 55, Akpakpava Road, Benin City. Phone: (234) 803 616 3397; (234) 9 291 0259 Phone: (234) 803 450 3908 Ogboefere Phone: (234) 803 560 1160 Govt. Station Layout, Umuahia LEMERIDIEN Ogboefere Industrial Market, Onitsha Calabar Abuja Netpost Plot 110 Govt. Station Layout Umuahia Nicon Luxury Hotel, Plot 903, Tafawa Balewa Way, Phone: (234) 803 387 1772; (234) 808 718 0338; 14 Murtala Mohammed Highway, Calabar Akpakpava II Area 1 Shopping Centre, Garki Phone: (234) 88 290 421; (234) 803 311 6150 Area 11, Garki, FCT, Abuja (234) 808 718 0338 Phone: (234) 803 720 4656 49, Akpakpava Road, Benin City Opposite Police Hospital Phone: (234) 52 895 044 Phone: (234) 704 1415 0352; (234) 803 6776 770 Old Market Road Ngwa Road Phone: (234) 704 145 0341-3 Obudu 24 Old Market Road, Onitsha 22A Ngwa Road, Aba Office of the Accountant General of the No. 2 Govt Station, Ranch Road, Obudu Auchi Phone: (234) 803 301 7229; (234) 46 280 479 Phone: (234) 82 290 478 (234) 808 718 0248; Federation - OAGF AKWA IBOM Phone: (234) 803 418 6012; (234) 708 987 7826 35 Polytechnic Road, Auchi Treasury House, Samuel Ladoke Akintola Phone: (234) 703 864 5204;; (234) 802 052 3762 Old GRA, Aba Boulevard, Garki, Abuja Eket-Q.I.T ANAMBRA CASH CENTER Mary Slessor Plot 44, Old GRA, Aba-Owerri Road, Aba Phone: (234) 704 145 0359; (234) 803 326 2810; Opp Mobil, Qua Iboe, Terminal Eket 12 Mary Slessor Avenue, Calabar New Lagos Road Phone: (234) 82 290 477 ; (234) 802 052 3495 09-291 0249 Phone: (234) 802 351 2886 Awka Netpost Phone: (234) 803 713 4935; (234) 802 676 8273; 3 New Lagos Road, Benin City 209 Zik's Avenue, NIPOST Building, Awka (234) 87 290 474 Phone: (234) 702 954 8800; (234) 52 291 536 Umuahia 1, Akanu Ibiam road ECOWAS Branch Barracks Road Phone: (234) 704 145 0369, (234) 803 674 6031 101 Yakubu Gowon Crescent, Asokoro District Michael Ani Secretariat Cash Center Ramat Park 1, Eze, Akanu Ibiam road Umuahia, Abia state No. 74 Barracks Road, Uyo Bridge Head, Onitsha Phone: (234) 808 643 5898; (234) 9 291 0260 Michael Ani Secretariat, Old Secretariat, Calabar 3, Ikpoba Hill Layout, Ramat Park, Benin City Phone: (234) 88 290 422; (234) 703 066 7790 Phone: (234) 802 320 6148; (234) 805 694 0248; 24 Port Harcourt Road, Onitsha Phone: (234) 803 401 2913 Phone: (234) 803 716 4747; (234) 52 291 535; Area 8 Garki Phone: (234) 803 345 6113; (234) 808 718 0311; Osisioma, Aba Nung Udoe No 4 Ogbomosho Street Off Tafawa Balewa Way (234) 46 280 473 Uselu Lagos Road Ipman Secretariat, PPMC, Aba 12 Uyo Road, Nung Udoe, Ibesikpo Ikom Area 8 Garki Abuja No. 94 Uselu Lagos Road, Benin City Phone: (234) 82 290 474; (234) 803 327 3029 Phone: (234) 802 457 5600; (234) 805 340 6397 72, Calabar Road, Ikom Phone: (234) 803 633 4522; (234) 9 291 0250 Williams Street Phone: (234) 808 718 0204; (234) 52 291 537 No 7 New Market Road Onitsha Phone: 234) 803 709 8522 Garki II Oron Phone: (234) 803 335 7444; 046-280475 Ambrose Alli University, Ekpoma ABIA CASH CENTER Plot 796 Oka Akoko Close, Off Ahmadu Bello Way, No. 104 Oron Road, Oron DELTA 62, Royal Market Road, Ekpoma Ariaria Cash Centre Garki II Phone: (234) 802 312 2308; (234) 85 480 160 Iweka Cash Centre Phone: (234) 803 362 5883 ; (234) 704 145 0520 205 Faulks Road Aba Phone: (234) 802 052 3557; (234) 9 291 0252 90b Iweka Road, Onitsha Abraka Phone: (234) 82 290 476 ; (234) 802 052 3407 Uyo Main Phone: (234) 803 301 7229, (234) 808 718 0249; DELSU Abraka Sakponba Dedicated Center Gwagwalada 92, Oron Road, Uyo (234) 46 280 479 Delta State University, Campus 2, Abraka 24 Sakponba Road, Benin City Eziukwu Cash Center 7A Secretariat Road, Gwagwalada Phone: (234) 803 449 0618 Phone: (234) 803 334 4850; (234) 704 145 0517 Phone: (234) 702 954 8800 1 Eziukwu Cemetary Market Phone: (234) 803 450 3908; (234) 9 290 7348 BAUCHI Ugbowo Netpost Phone: (234) 704 145 0389; (234) 803 330 1287 Wellington Bassey Way Asaba Ugbowo Post Office, Benin City Maina Court 78 Wellington Bassey Way, Uyo 45 Anwai Dual Carriage Way, Asaba Murtala Mohammed Way Phone: (234) 702 954 8800; Cash Office Plot 252A, Herbert Macaulay Way, Central Phone: (234) 87 290 472; (234) 802 336 0916 No 7 Murtala Mohammed Way Phone: (234) 802 052 3404; (234) 46 870 5229 PPMC Depot, Osisioma Business District Phone: (234) 8035893929 PPMC Depot, Osisioma, Aba Phone: (234) 802 307 6082; (234) 9 291 0262 Eket Cash Center Deco Road EKITI Phone: (234) 82 290 474; (234) 803 327 3029 56 Hospital Road, Eket Bauchi 39 Deco Road, Warri National Assembly Ado-Ekiti Phone: (234) 802 351 2886 ; (234) 808 536 0009 Abdulkadir Ahmed Road Phone: (234) 802 052 3746 ; Basement, House of Representatives Wing, White 33, New Secretariat Road, Ado-Ekiti NBC Implant, Aba Phone: (234) 8034500740 House, National Assembly Complex, 3 Arms Zones Enerhen Phone: (234) 808 718 0308; (234) 803 423 8470 NBC, Port Harcourt Road, Aba Celtel Implant Phone: (234) 802 052 3564; (234) 805 517 2143; 35, Enerhen Road, Enerhen, Phone: (234) 82 290 475; (234) 802 052 3405 80 Eket-Oron Road Azare (234) 9 780 4934; (234) 9 290 3985 Phone: (234) 802 328 0080 Phone:(234) 802 351 2886 Old Kano Road ENUGU Netpost Nyanya Branch Phone: (234) 803 450 0740 Warri-Effurun Ohafia Netpost, Umuahia Abak Netpost Kenyatta 22 Hospital Road, Area B, Nyanya 102 Effurun Sapele Road, Effurun Nipost Along Arochukwu Road, Elu Ohafia Abak Post Office 21 Amawbia Street, Uwani Phone: (234) 802 052 3481 ; (234) 9 291 0255 BORNO Phone: (234) 802 292 3667; (234) 704 145 0509 Phone: (234) 802 723 5761; (234) 803 385 8636 Phone: (234)802 919 1752 Phone: (234) 808 718 0339; (234) 42 290 576 Tofa House Maiduguri Asaba-Nnebisi Road Umuahia Netpost Plot 770, Tofa House, Central Business District Area NACA Center Okpara Avenue I No. 1, Ahmadu Bello Way, Maiduguri 258 Nnebisi Rd 31A Okpara Avenue, Enugu Nipost Aba Road, Umuahia Phone: (234) 9 291 0251 University of Uyo, Uyo Phone: 076-290 522; (234) 704 145 0857 Phone: (234) 704 1450 528; (234) 806 238 5571 Phone: (234) 704 145 0392; (234) 704 145 0101 Phone: (234) 803 673 3806 Phone: (234) 803 340 8760 ;(234) 42 290 578

2. 3. 2009 ANNUAL REPORT 2009 ANNUAL REPORT Okpara Avenue II NACA Center Allen Herbert Macaulay, Sabo Oba Akran I Tafawa Balewa Square (TBS) 20B Okpara Avenue, Enugu Ahmadu Bello University, 94 Allen Avenue, Ikeja 302, Herbert Macaulay, Sabo, Yaba 19A, Oba Akran Avenue, Ikeja 39B/40 Tafawa Balewa Square (TBS) Complex, Phone: (234) 803 312 2061; (234) 42 290 577 Kongo Compus, Zaria Phone: (234) 802 536 7958; (234) 1 271 9664 Phone: (234) 808 718 0232, (234) 803 397 9569; Phone: (234) 802 312 5739; (234) 1 454 4698 Onikan Phone: (234) (234) 805 230 9174; (234) 803 300 (234) 704 145 0633, (234) 1 454 4844 Phone: (234) 808 718 0200; (234) 1 454 4950 Ogbete Cash Centre 1933 Allen II Oba Akran II Ogbete main Market Buffalo House, 2, Allen Avenue, Ikeja Idi Oro 19A Oba Akran Avenue, Ikeja Unilag Phone: (234) 803 312 2061 (234) 704 145 0368 KANO Phone: (234) 802 561 1711, (234) 805 802 2761; 118, Agege Motor Road, Mushin Phone: (234) 803 328 0611; (234) 704 145 0796 Bookshop Building, University of Lagos, Akoka (234) 1 454 4696 Phone: (234) 704 145 0671 2; (234) 803 321 Phone: (234) 802 306 0629; (01-4545836) NACA UNEC France Road I 8816; (234) 708 645 8037 Oke-Afa University of Nigeria, Enugu Campus No. 5, France Road Sabon Gari I Ashogbon 6 Egbe Road, Oke-Afa, Opp. Jakande Housing Warehouse Road Phone: (234) 803 340 8760 Phone: (234) 805 782 2606; (234) 802 327 3117 No10 Ashogbon Street Idumota Lagos Idumagbo Estate, Isolo 2, Warehouse Road, Apapa (234) 42 290 578 Phone: (234) 803 305 9035; 01-8113765 74, Iga-Idunganran Street, Lagos Island Phone:, (234) 803 330 4595; (234) 704 145 0679, Phone: (234) 802 052 3745; 01-4544795, (234) France Road II Phone: (234) 802 302 7063; (234) 1 454 6485; (234) 1 454 5839 704 145 0621-2, GOMBE 36, France Road, Sabon-Gari Aspamda (234) 1 739 1692 Phone: (234) 704 145 0080; (234) 704 145 0324 Aspamda, Olusegun Obasanjo Hall, Trade Fair Nnamdi Azikwe Warehouse II, Apapa Complex Ijaiye 100, Nnamdi Azikwe Street, Idumota, lagos Island 42/44 Warehouse Road, Apapa Gombe Ibrahim Taiwo Road Phone: (234) 802 052 3542; (234) 1 454 6489 572, Lagos-Abeokuta Expressway, Ajala Bus Stop, Phone: (234) 1 454 4788, (234) 1 815 0422, Phone: (234) 704 1450 092, (234) 803 300 7893; No. 20/21, New Market Road, Commercial Area, NO. 18 Ibrahim Taiwo Road, Kano Ijaiye (234) 704 145 0220 014545005 Gombe Phone: (234) 805 471 6463; (234) 702 858 4502 Mohammed Inuwa (234) 803 313 9220; (234) Awolowo Road Phone: (234) 802 313 0572, (234) 8087180352; 805 417 2931 Kano Main 67 Awolowo Road, Ikoyi 01-4548363 Ogba Wharf Road 11E Bello Road, Kano, Nigeria. Phone: (234) 01-2805775, 01-2700787 21, Ijaiye Road, Ogba 13/15 Wharf Road, Apapa IMO Phone: (234) 808 718 0340; (234) 805 441 7895 Ikota Phone: (234) 704 145 0270, (234) 808 718 0274; Phone: (234) 808 718 0231; (234) 1 454 4849 Balogun Shop F1-F5, Ikota Shopping Complex, Ajah (234) 1 454 5837 Murtala Mohammed Way Atiku Abubakar Hall, Trade Fair Complex Phone: (234) 802 318 7019; (234) 1 738 4462 Agege Netpost Douglas Road 1 13c, Murtala Mohammed Way, Kano Phone: (234) 802 052 3418; (234) 1 4547033 Ogudu Agege Post Office, Old Abeokuta Road 69 Douglas Road, Owerri Phone (234) 805 782 2606; (234) 802 327 3117 Ikorodu Road, Ketu 114 Ogudu GRA Road Phone: (234) 704 145 0187, (234) 802 536 7958 Phone: (234) 708 645 8021; (234) 83 430 474 Bishop Aboyade Cole 487 Ikorodu Road, Ketu Phone: (234) 704 145 0211, (234) 802 346 7449; Plot 3, Bishop Aboyade Cole, Victoria Island Phone: (234) 808 7180 390; 01-4545900 (234) 01-454 4699 Berger Cash Centre Douglas Road 2 KATSINA Phone: (234) 803 303 8084; (234) 1 454 7075, MC1 Park, Berger Car Yard, Apapa Oshodi 59 Douglas Road Owerri Kofar-Kaura (234) 1 740 6710 Ikorodu Road, Anthony Ojuelegba Expressway Phone: (234) 83 230 271; (234) 806 876 1990; IBB Way, Kofar-Kaura, Katsina 322A, Ikorodu Road, Elizade/ Toyota Plaza, 30/32 Ojuelegba Road, Yaba Phone: (234) 704 145 0483 (234) 83 430 473 Phone: (234) 65 290 123; (234) 65 290 123; Broad Street I Anthony Phone: (234) 803 304 2624; (234) 1 454 4930 130 Broad Street, Lagos Island Phone: (234) 708 834 2358; 01-4545840 Bonny Camp Implant Okigwe Phone: (234) 802 501 2993, (234) 01 271 9569; Okota Bonny Cantonment, Victoria Island 92, Owerri Road, Okigwe KEBBI (234) 01 4544848 Ikeja GRA 99B Okota Road, Isolo, Okota Phone: (234) 704 145 0587; 08022905809 Phone: (234) 808 838 9252 Birinin kebbi 8 Joel Ogunaike Street, Gra, Ikeja Phone: (234) 802 263 5292; (234) 454 5841, 71, Ahmadu Bello Way, Birnin Kebbi Broad Street 2 Phone: (234) 802 052 3483; (234) 01 4545172 (234) 1 730 2341 Festac Dedicated Centre Okigwe Road 08037878037 137/139 Broad Street, Apongbon, Lagos Island Suite 1, 5th Avenue, Between E & G Closes, Festac 13C Okigwe Road, Owerri Oke-Arin Phone: (234) 802 313 6340; 01-454-4789 Ilupeju Town, Lagos Phone: (234) 802 052 3412; (234) 83 430 472 No. 7 Sanusi Olusi Street, Oke-Arin 1, Bank Lane, Ilupeju Phone: (234) 704 145 0106; (234) 808 718 0285; KOGI Phone: 080-23241737; 01-4544664 Chevron Phone: (234) 802 340 8475; (234) 01 454 4752 (234) 704 145 0481 Concorde cash center, Ajaokuta netpost KM 18 Lekki-Epe Expressway, Lekki OlodiApapa Concorde Hotel ltd, Owerri Ire Akari Post Office Building, Township Ajaokuta Kogi State Phone: (234) 808 718 0275; (234) 1 730 0872-3 17 Apapa Oshodi Expressway, Olodi-Apapa Herbert Macaulay-Sabo-CAC Implant Phone no is 07041450397 No.1A Ire Akari Estate Road, Ire Akari, Isolo Phone: (234) 704 145 0083; (234) 708 645 8015; Phone: 0802 321 32 60 17 Aje Street, Sabo, Yaba (234) 803 612 9019; (234) 708 956 7218 ORILE Phone: (234) 803 330 6008 ; (234) 01 454 4996 Phone: (234) 803 397 9569; (234) 704 145 0634 Zain Implant KM 85, Lagos Badagry Exp., Coker Orile Oyingbo 92 Wetheral Road, Owerri Phone: (234) 704 145 0268; (234) 802 052 3568; Isheri 22 Herbert Macaulay Street, Oyingbo Implant Phone: (234) 803 313 5834 LAGOS (234) 01 454 6534 420 Oba Ogunnusi Road, Isheri Phone: (234) 808 718 0386; (234) 1 454 5476 Five Star Hotel, Falomo Shopping Complex, Ikoyi Adeniyi Jones Phone: (234) 802 052 3549; (234) 1 454 4992 Phone: (234) 704 145 0157, (234) 808 718 0208; JIGAWA 84, Adeniyi Jones Avenue, Ikeja Creek Road Oyin Jolayemi 01-2805775 / 01-2700787 Ladipo Phone: (234) 802 304 4477; (234) 1 454 4695 No. 4 Creek Road, Apapa Plot 1675 Oyin Jolayemi Street, Victoria Island 21, Akinwunmi Street Jigawa Phone: (234) 803 327 0510; (234) 1 454 4790 Phone: (234) 802 312 5317; (234) 1 270 880, Implant Aguyi Ironsi Shopping Complex, Mushin, Lagos Plot C2-RD/UD/SSU2 Layout, Sani Abacha Way, Adeola Odeku (234) 1 270 881 Royal Air Maroc, Tetrazzini Building, 2 Akin Phone: (234) 803 712 4519 ; (234) 1 454 8359 Dutse 54 Adeola Odeku Street, Victoria Island Daleko Adesola Street, Victoria Island Seme Border Phone: (234) 803 470 2091 Phone: (234) 802 357 8911; (234) 1 271 4170-3 812/813 Bank Road, Daleko, Mushin Phone: 07041450190, 08023578911 Point Road 3 Bank Avenue, Seme Border, Badagry Phone: (234) 805 455 3716; (234) 1 454 4750 01-2714170, 01-2714171, 01-2714172, 01- Agudosi 1B Point Road, Polysonic Mall Apapa, Phone: (234) 803 604 5208; (234) 1 454 6907 KADUNA 2714173 No. 1, Agudosi Street, Alaba International Market, Phone: (234) 01-454 6520; (234) 704 145 0608, Eleganza Ojo Alaba (234) 704 145 0193 St Patricks Junction Alaba Junction Road Eleganza Gardens, Shopping Mall, Km 22, Lekki Multilinks Implant Phone: (234) 808 718 0202; (234) 1 454 6531, St. Patricks Junction, Alaba International Market, No. 4 Junction Road, Kaduna South, Kaduna State. Epe Expressway, Ajah Multilinks, Adeola Odeku, Victoria Island (234) 1 850 4046-7 Ligali Ayorinde Ojo Phone: (234) 802 052 3486; (234) 62 290 774 Phone: (234) 808 7180 205; 01-7401185 2B Ligali Ayorinde Street, Victoria Island Phone: (234) 802 223 6919, (234) 803 321 8142; Phone: (234) 704 154 0082, (234) 802 052 3779 Ahmadu Bello Victoria Island Phone: (234) 808 718 0284; 01-2805035 (234) 1 418 2989 Ahmadu Bello Way 21, Ahmadu Bello Way, Victoria Island Enu-Owa Multilinks Implant 6A, Ahmadu Bello Way, Leventis Stores Building, Phone: (234) 802 290 5809; 01 270 6987 37/43 Enu Owa Street, Idumota, Lagos Island Matori St Patrick II Alaba Multilinks, Wharehouse Road, Apapa Kaduna Phone: (234) 802 300 0663; (234) 1 454 4845 97, Ladipo Street, Off Fatai Atere Way, Matori 3A Ojo-Igbede Road, Alaba Phone: (234) 704 154 0082, (234) 802 052 3779 Phone: (234) 805 230 9174; (234) 803 300 1933; Airport Road Phone: (234) 808 717 0283; (234) 1 454 4420 Phone: (234) 803 327 5054; (234) 1 454 7031 (234) 62 290 773 14 International Airport Road, Mafoluku, Oshodi Festac Branch NAHCO Cash Center Phone: (234) 802 305 1395; 01-4545844 House 22, 2nd Avenue, Festac Town Maza-Maza Ojo Igbede, Alaba NAHCO Cargo Complex, Murtala Mohammed Int'l Ahmadu Bello Way II Phone: (234) 1-454 7076, (234) 704 145 0106, 13, Old Ojo Road, Maza-Maza No 2 Ojo Igbede Road, Alaba Int'l Market, Ojo Airport Road 22 Ahmadu Bello Way, Opp. 10 Storey, Kaduna. Ajose Adeogun (234) 808 718 0285 Phone: (234) 802 052 3562,; (234) 1 474 7070 Phone: (234) 704 145 0147, (234) 803 715 1716; Phone: (234) 704 145 0154; (234) 802 305 1395 Phone: (234) 803 406 7823; (234) 62 290 776, 2 Ajose Adeogun Street, Victoria Island (234) 01 4546 535, (234) 01 743 2574 (234) 704 145 0319-20 Phone: (234) 802 052 3779 ; (234) 1 271 9374 Gbagada MMIA Ogba Cash Center Plot 228 Gbagada Residential Scheme, Gbagada- Murtala Muhammed International Airport, Ikeja Surulere Ogba Shopping Arcade KRPC Akin Adesola Oshodi Expressway Phone: (234) 708 645 8027; 014545003, 60 Adeniran Ogunsanya, Surulere. Phone: (234) 704 145 0187, (234) 802 536 7958; KRPC Complex, Km 16 Kachia Road, Kaduna 25, Akin Adesola Street, Victoria Island Phone: (234) 708 645 0864; (234) 1 454 5845 014482022 Phone234) 802 052 3565; 01-4544763 (234) 704 145 0647 Phone: (234) 802 392 8400; (234) 062-290775 Phone: (234) 1 279 8053 - 4, (234) 1 271 3366

4. 5. 2009 ANNUAL REPORT 2009 ANNUAL REPORT Ojota Cash Centre New Court Road Okporo Road Ojota New Garage, Ojota 24, New Court Road, Old Gbagi, Dugbe, Ibadan 53, Okporo Road, By Artillery Bus Stop, Port Phone: (234) 704 145 0211, (234) 802 346 7449 Phone: (234) 704 145 0200; (234) 802 352 8420; Harcourt (234) 2 291 1526 Phone: (234) 704 145 0250; (234) 708 645 8033; Ojuelegba Implant (234) 84 300 583 Outpatient block, Psychiatric Hospital, 8 Harvey Okebola Branch Road, Yaba SW8/95A Obafemi Awolowo Way, Okebola, Omoku Ibadan 78, Ahoada Road, Onelga, Omoku SIFAX Teller Implant Phone: (234) 704 145 0245: (234) 802 338 6540; Phone: (234) 708 645 8034; (234) 703 603 0284 Customs House, Tincan Island Port, Apapa (234) 2 201 3155 Phone: (234) 704 145 0166, (234) 808 718 0231 Oyigbo I Iwo road Branch 206 Old Aba Road, Oyigbo , Port Harcourt TINCAN Cash Centre 122, Abayomi Bus-Stop, Iwo road, Ibadan Phone: (234) 808 718 0229; (234) 84 300 575 TINCAN Island Port, Apapa Lagos Phone: (234) 808 718 0351 ; (234) 803 201 3561 Phone: (234) 704 145 0166, (234) 808 718 0231 Oyigbo 2 Bodija Cash Centre No. 19 Umuebule Road, Etche Phone: (234) 808 718 0230; (234) 84 300 577 OGUN No. 8, Orisunmbare Street, J.M.R. Motor Building Complex, PRPC, Refinery Eleme 2 Agbara Bodija Market, Ibadan. Opp PPMC Depot, Alesa Eleme No. 3 Ilaro Road, Agbara Phone: (234) 704 145 0534; (234) 8035786728; Phone: (234) 802 052 3576; (234) 84 300 585 Phone: (234) 704 145 0194; (234) 805 675 0265; (234) 1 872 3434; (234) 1 737 9847 PLATEAU Rebisi 21B Amaigbo Street, Mile 3, Port Harcourt Idiroko NACA UNIJOS Phone: (234) 803 323 0212; (234) 84 300 587 237 Idiroko Road, Opp De United Foods, Ota Naraguta Hostel, University Of Jos Trans Amadi Phone: (234) 704 145 0643; (234) 708 645 8022; Phone: (234) 803 337 1360; (234) 805 753 9245 (234) 1 454 4962 13/15 Trans Amadi Layout Port Harcourt Jos I Phone: (234) 802 052 3403; Ita-Eko, Abeokuta No. 17/19 Ahmadu Bello Way, Jos Plot 4, Tinubu Street, Ita-Eko, Abeokuta UNIPORT Phone: (234) 803 337 1360; (234) 805 753 9245; University of Port Harcourt Shopping Complex, Phone: (234) 803 337 7373;, (234) 704 145 0549-0 (234) 73 290 724 (234) 39 290 473 Choba Park, Port Harcourt Phone: (234) 84 499 960; (234) 84 485 871 Jos II Omida, Abeokuta 46, Ahmadu Bello Way, Jos Hotel Presidential Cash Center No. 75, Awolowo Avenue, Omida, Abeokuta Phone: (234) 704 145 0081; (234) 802 052 3775 Presidential Hotel, Port Harcourt Phone: (234) 704 145 0212; (234) 806 850 4520; Phone: (234) 803 539 8615; (234) 704 145 0421 (234) 39 290 472 Jos III (AIB) No. 35, Ahmadu Bello Way, Jos Onne Cash Center Implant Phone: (234) 805 776 5322; (234) 803 652 8412 Federal Light Terminal Port, Onne Otta Netpost Phone: (234) 704 145 0422; (234) 704 145 0422 Ota Post Office, Iganmode Road, Ota RIVERS Phone: (234) 708 645 8022; (234) 704 145 0645 PPMC Cash Center Ahoada PPMC Depot, Alesa-Eleme ONDO 3, Abua Road, Ahoada Phone: (234) 704 145 0432 Phone: (234) 803 547 4074; (234) 812 607 7398 NACA Centre Akure (234) 84 749 849 9 Ado/Owo Road, Alagbaka, Akure Delta Park, University Of Port Harcourt Phone: (234) 703 122 0954; (234) 704 145 0432 Phone: (234) 704 145 0218; (234) 708 645 8039; Asei World Centre (234) 2 200 1135 57, Aba Road, Port Harcourt RSUST Phone: (234) 704 145 0161; (234) 808 718 0224 Rivers State University of Science & Technology, OSUN SUG Complex Bonny Mission Road I Phone: (234) 808 718 0228; (234) 84 300 586 OAU NACA 68 Mission Road, Bonny Island Obafemi Awolowo University, Ile-Ife Phone: (234) 802 052 3574 Aguma Branch Phone: (234) 803 321 9468 C/O 142 Ikwerre Road, Port Harcourt Bonny Mission Road II (234) 36 220 472; (234) 704 145 0531 Phone: (234) 803 312 3782, (234) 708 336 4917 10, New Road, Bonny Island Oshogbo Phone: (234) 803 531 0965 Azikiwe Branch KM 4, Gbokan/Ibadan Road, Onward Area, Osogbo C/O 142 Ikwerre Road, Port Harcourt Bonny King Jaja Phone: (234) 704 145 0066; (234) 803 371 2219 Phone: (234) 803 312 8289; (234) 808 586 7883 4 King Jaja/Hospital Road Phone: (234) 802 052 3574 Ikwerre Road 2 OYO No 146 Ikwerre Road, Port Harcourt Eleme Petrochemical Phone: (234)8051287218, (234)7041450231 Lebanon Eleme Express Way, By EPCL 43, Lebanon Street, Old Gbagi, Dugbe, Ibadan Phone: (234) 808 718 0319; (234) 803 313 4754 Aba Road 2 Branch Phone: (234) 704 146 50133, (234) 802 052 (234) 84 300 584; (234) 84 772 436 27 Aba Road, Port Harcourt, 3494; (234) 2 291 1525 Phone: (234) 803 339 4764 Fleethouse Bodija Estate Plot 105 Olu Obasanjo Road, Port Harcourt SOKOTO No. 2, Odeku Close, Opp. S.S. Peter & Paul Phone: (234) 802 308 3576; (234) 84 300 588 Seminary, Bodija, Ibadan Sokoto Main Phone: (234) 704 145 0246; (234) 802 303 1313; Ikwerre Road I 41 Kano Road, Sokoto (234) 2 291 1529 42, Ikwerre Road, Mile 1, Port Harcourt Phone: (234) 802 890 6478 Phone: (234) 802 052 3416; (234) 84 300 582 Agodi Sokoto Netpost Beside Inaolaji Shopping Complex, Agodi Gate, Mothercat General Post Office Building, Maiduguri Road, Sokoto Ibadan Plot 8 Trans-Amadi Industrial Layout, Port Harcourt Phone: (234) 803 300 1933; (234) 805 230 9174; Phone: (234) 704 145 0257; (234) 805 302 5323; Phone: (234) 808 718 0226; (234) 84 300 579 (234) 805 805 8696 (234) 2 873 6587 (234) 802 900 7851; (234) 803 959 1923

6. 2009 ANNUAL REPORT CONTENTS OUR VISION Notice of Annual General Meeting (AGM) 10 To build a world class Pan-African Bank and Results at a Glance 11 to contribute to the economic and Chairman’s Address 12 financial development of Africa. Directors, Professionals, Address etc. 16 Report of the Directors 17 Board of Directors 22 Corporate Governance 27 Statement of Directors’ Responsibilities 31 OUR MISSION Auditor’s Report 32 Report of the Audit Committee 34 To provide our Retail and Wholesale customers Statement of Significant Accounting Policies 35 with convenient, accessible and reliable banking and financial products and services. Profit and Loss Account 40 Balance Sheet 41 Statement of Cash Flows 42 Notes to the Financial Statements 43 Financial Risk Analysis 61 Statement of Value Added 76 Five-Year Financial Summary 77 Proposed Resolutions 79 Report of the External Consultant on the Board Appraisal 80 Share Capital History 81

8. 9. 2009 ANNUAL REPORT 2009 ANNUAL REPORT NOTICE OF AGM RESULTS AT A GLANCE

NOTICE IS HEREBY GIVEN that the Twenty Second Annual PROXY: General Meeting of Ecobank Nigeria Plc will be held at the Shell Hall, Muson Centre Onikan Lagos, on Wednesday June 30, A member entitled to attend and vote at the meeting is 2010 at the hour of 11a. m. to transact the following business: entitled to appoint one or more proxies to attend and vote in his place. A proxy need not be a member of the company. 2009 2008 Change AGENDA A form of proxy is attached and if it is to be valid for the N'million N’million % ORDINARY BUSINESS: purpose of the meeting, it must be duly executed and At year end deposited at the office of the Secretary, Plot 21 Ahmadu Bello 1. To receive and consider the Report of the Directors, the Way, Victoria Island, Lagos not less than 48 hours before the Deposits 243,831 310,714 (22%) Audited Financial Statements as at 31st December 2009, meeting. the Auditor’s Report thereon and the Audit Committee's Loans, Leases and Advances 189,719 153,819 23% Report. CLOSURE OF REGISTER Shareholders Funds (Including Deposit for Shares) 73,534 76,826 (4%) For the purpose of attendance at the meeting the register shall 2. To re-elect Director(s) retiring by rotation. Total Assets 355,662 432,466 (18%) close on June 7, 2010. 3. To renew the appointment of the auditors, Total Assets (Plus Contingents) 449,385 605,832 (26%) AUDIT COMMITTEE PricewaterhouseCoopers for a term of one (1) year only from the date of this Annual General Meeting and to The Audit Committee usually consists of 3 shareholders and 3 authorise the Directors to fix the remuneration of the directors. In accordance with Section 359 (5) of the Companies For the year auditors. and Allied Matters Act 1990, any shareholder may nominate a Gross Earnings 59,864 55,156 9% shareholder for appointment to the Audit Committee. Such 4. To elect members of the Audit Committee for the ensuing nomination should be in writing and should reach the Interest Income 42,299 33,811 25% year. Company Secretary at least 21 days before the Annual General Meeting. Interest Expense (19,042) (15,419) 23% SPECIAL BUSINESS The Central Bank of Nigeria in its Code of Corporate Diminution in Assets Values (16,094) (12,497) 29% To consider and if thought fit to pass the following resolutions: Governance for banks stipulates that some of the members of Overhead Expenses (30,614) (25,974) 18% the Audit Committee should be knowledgeable in internal 1. To approve the remuneration of non-Executive Directors not control processes, accounting and financial matters. Loss before tax and extra-ordinary item (5,944) (898) (562%) exceeding the sum of N60,000,000 for the 2010 financial year. (Loss)/Profit after tax and extra-ordinary item (4,588) 2,130 (315%)

2. To appoint Directors in accordance with Article 95(2) of the Company's Articles of Association and Section 249(2) of the Other data Companies and Allied Matters Act. Loss Per Share (Basic) (0.64k) (0.03k) (2,033%)

By Order of the Board Loss Per Share (Diluted) (0.33k) (0.03k) (1,000%) Number of Employees (Average) 3,052 2,868 6% Adenike Laoye Branches/Business Outlets 256 240 7% Company Secretary

Dated this 1st day of June 2010.

10. 11. 2009 ANNUAL REPORT 2009 ANNUAL REPORT In spite of the foregoing and very importantly, our Bank With the Special Placing, our shareholders funds grew to CHAIRMAN’S ADDRESS is in very good financial health and we continue to be in N73.5billion from N31.8billion. This improved the bank's line with all regulatory indices. capital adequacy ratio from 10% to 24% while also allowing the bank to do additional business to enhance People and Processes performance.

Our staff strength remained stable during the year and Corporate Governance we continue to invest significantly in training and developing our people, in order to ensure the best Since the last Annual General Meeting, the Board quality of service to our customers and general better appointed three new Executive Directors namely, Mrs. performance for the Bank. We also continue to enhance Ibironke Wilson as Executive Director, Finance and our processes. Administration, Mrs. Morenike Adepoju as Executive Director & Regional Head Lagos and West and Ms. Capital Esijolone Okorodudu as Executive Director & Regional Head South-East/South-South. These appointments You may recall that Ecobank Transnational Incorporated confirm our determination to focus very closely on (ETI) our parent company, had placed a Deposit for performance. Shares of about N46 billion with the Bank since December 2008. During the financial year, pursuant to Mr. Oladisun Holloway, who was the Managing Director of the shareholders approval obtained at the last Annual Bank from 1994-2001 was also appointed as a non-Executive General Meeting authorizing the directors to raise capital Director together with Ms. Evelyne Tall (Group Executive by any or a combination of means, the Directors offered Director, Ecobank Transnational Incorporated, Domestic Distinguished shareholders, Ladies and Gentlemen. I The Stress Test indeed led to difficulties in the 6,661,876,000 shares by way of Special Placing of Business) to enhance the experience of the Board. welcome you to the 22nd Annual General Meeting of industry with a general lull in the banking industry Shares to Ecobank Transnational Incorporated. The our bank and present to you the Financial Statements and attendant aggressive focus on some impaired Deposit for shares was accordingly applied and the Please join me in welcoming them all to the Board. for the year ended December 31st , 2009. assets. shares have been allotted with the approval of the Chief (Dr.) J. A. Odeyemi, MFR, FCA who was Chairman of Securities & Exchange Commission. the Board from September 2006 retired in March 2010, Financial Results Our bank has made significant progress in recovery and having attained the age of 70 years in line with our Group we continue to focus aggressively in this respect. To The Special Placing resulted in ETI now holding 85% Corporate Governance Charter. Mr. Offong Ambah, our 2009 was a difficult year for the banking industry in emphasize the importance, we have set up an initiative of the equity of the Bank. In line with its Managing Director from March 2006 also stepped down Nigeria. The prevailing macro-economic and policy called TRAC (Troubled Risk Assets Committee) to solely commitment to shareholders at the last Annual from the Board in March 2010 together with Mr. Arnold environment resulted in enormous challenges in the focus on impaired assets. We are to date, pleased with General Meeting, the Board applied to the Nigerian Ekpe pursuant to a corporate restructure of the Ecobank financial sector. The Central Bank of Nigeria the efforts made and believe that even much more will Stock Exchange (NSE) for a waiver/deferral of the Group. We are most thankful for their respective positive embarked on significant reforms geared towards be achieved. rule which stipulates that a listed company must contributions to our bank. Mr. Jibril Aku who has been on sanitization and long term stability in the industry. make available to the general public shares the Board as Executive Director since April 2006 was These reforms, which commenced with a Stress Test Despite the significant challenges, our gross earnings grew representing at least 25% of its issued capital. I am appointed as Managing Director to succeed Mr. Offong on all 24 banks in the country, led to the need for by 9% from N55.16billion recorded in 2008. pleased to inform you that the NSE graciously Ambah. early and prudent recognition of potential loan losses, granted a deferral of two years within which the which consequently impacted on the performance of A loss was however recorded for the year due to the need Bank may revert to a maximum of 75% holding by In March 2010, I was appointed by the Directors as Banks generally. The Central Bank of Nigeria had to to be prudent in making provisions for non-performing one shareholder or comply with the NSE Rule. rescue 8 banks. Our bank was certified as healthy. loans. Chairman of the Board to succeed Chief (Dr.) Odeyemi.

12. 13. 2009 ANNUAL REPORT 2009 ANNUAL REPORT Corporate Social Responsibility Further to the new strategy, the Group is now structured along business lines to ensure clear focus and drive on Our bank continued to support the empowerment of business and consequently improved performance. We people within its operating environment. We supported are repositioning ourselves for significant improvement the Season 2 of the Entrepreneur TV Series as a lead in our overall performance and accordingly we are sponsor. A total sum of N15million was awarded to 23 simplifying our processes, repackaging and developing persons from various regions of the country to support new products and focusing on improved efficiency to their entrepreneurial business ideas. surpass the expectations of our customers.

We also extended our support to some State Our brand transformation which commenced in 2009 will Governments and the Federal Government in the area of be completed in 2010. The transformation is epitomised enhanced security and other infrastructure. in a new corporate logo embodying the history of the Ecobank Group as a pioneering institution in West Africa An initiative - The Ecobank Cares Project was launched and reflects our commitment to our ideals. primarily to focus on the underprivileged amongst us. It involves staff members' engagement and participation in Conclusion caring for the underprivileged. Dear Shareholders, I must extend the sincere The Ecobank Foundation, the corporate philanthropic arm appreciation of the Board to you our shareholders, our of the Ecobank Group also partnered with, and supported customers and regulators for continued support, various communities in Nigeria and across West, Central understanding and co-operation. and East Africa. I would also like to thank our management and staff for The Future their contributions and urge them to continue to focus on prosperity for our bank. For 2010, we are committed to enhanced efficiency which will bring about customer satisfaction while also The future, I believe is bright. I am encouraged by the striving to ensure improved shareholder value. positive reforms in the industry and the renewed and re- vigorated direction of our Bank. I am assured that we will Our parent company, Ecobank Transnational Incorporated transform our bank to an enviable position. carried out a general corporate restructure across the Ecobank Group, having significantly achieved its strategy Thank you all. of geographical spread across Africa. Indeed we are now the true Pan African Bank. The Olor'ogun (Dr.) Sonny Kuku, OFR

14. 2009 ANNUAL REPORT DIRECTORS, PROFESSIONALS, ADDRESS REPORT OF THE DIRECTORS

DIRECTORS The Directors are pleased to submit their report together The following Executive Directors were also with the financial statements for the year ended 31 appointed: Mrs. Ibironke Wilson, Mrs. Morenike December 2009. Adepoju and Ms. Esijolone Okorodudu. The Olor',ogun Sonny F. Kuku OFR – Chairman (with effect from March 2010) Alhaji Mua'zu Anache – Non Executive Director 1. RESULTS 2009 2008 Mr. Jibril Aku who had been an Executive Director Chief Michael Ade.Ojo, OON – Non Executive Director N'million N'million since 2006 was elevated to the position of Managing Chief Wilfred Belonwu – Independent Director The (Loss)/Profit of the Company Director to replace Mr. Offong Ambah, who was Giwa BisiRodipe – Non Executive Director after providing for Taxation was (4,588) 2,130 elevated to Group Executive Director, Ecobank Dr. (Mrs.) E. Nadu Denloye – Independent Director Transfer to Statutory Reserve – 639 Transnational Incorporated, responsible for Ecobank Mr. Edouard Dossou-Yovo – Non Executive Director Transfer to retained Earnings (4,588) 1,491 Capital. Mr. Oladisun Holloway – Non Executive Director 2. LEGAL FORM 3. In accordance with Article 93 of the Bank's Articles of Ms. Evelyne Tall – Non Executive Director (Designate) Association, Chief Wilfred Belonwu and Dr. (Mrs.) Jibril Aku – Managing Director The Company, which was incorporated on October 7, Nadu Denloye retire by rotation and being eligible, Foluke Aboderin – Executive Director 1986 as a Public Limited Liability Company, commenced offer themselves for re-election. Oluwagbemiga Kuye – Executive Director business on April 24, 1989. Ibironke Wilson – Executive Director Chief Michael Ade.Ojo, OON and Giwa BisiRodipe Morenike Adepoju – Executive Director 3. PRINCIPAL ACTIVITIES who are 70 years and above will be retiring from the Board at the Annual General Meeting. Esijolone Okorodudu – Executive Director The Company is engaged in the business of Universal Banking. CURRENT HOLDINGS OF DIRECTORS/IMMEDIATE FORMER COMPANY SECRETARY 4. DIRECTORS DIRECTORS Adenike Laoye 31 March 2010 27 April 2009 1. The names of the current directors are listed on Direct Indirect Direct Indirect REGISTERED OFFICE page 16 of this Annual Report. Chief (Dr.) J. A. Odeyemi, MFR, FCA 4,166,933 - 4,166,933 - Olor'ogun S. F. Kuku, OFR 3,469,221 - 3,469,221 - Plot 21, Ahmadu Bello Way 2. Since the last Annual General Meeting (AGM), the Chief Michael Ade.Ojo, OON 25,447,328 - 25,447,328 - Victoria Island following changes took place on the Board of Alhaji Mua'zu Anache 167,237 - 167,237 - Lagos, Nigeria Directors: Chief Wilfred Belonwu 100,000 666,666 100,000 666,666 Dr. (Mrs.) Nadu Denloye - - - - Chief (Dr.) J. A. Odeyemi, MFR, FCA, who was Mr. Edouard Dossou-Yovo - - - - REGISTRARS Chairman of the Board, voluntarily retired from the Mr. Oladisun Holloway 8,740,854 - 8,740,854 - EDC Securities Limited Board and Olor'ogun (Dr.) Sonny Kuku, OFR was Giwa BisiRodipe 66,666 - 66,666 - 137/139, Broad Street appointed as the Chairman of the Board. Mr. Arnold Arnold Ekpe - - - - Lagos, Nigeria Ekpe and Mr. Offong Ambah also stepped down Offong Ambah - - - - from the Board pursuant to a new corporate Jibril Aku 375,000 - 375,000 - Tel:+234-01-2612983, 7738284, 4610347,7301260,:7301261 Fax 01-461 0345 Foluke Aboderin - - - - structure by the Ecobank Group. Morenike Adepoju - - - - INDEPENDENT AUDITORS Oluwagbemiga Kuye - - - - Mr. Oladisun Holloway and Ms. Evelyne Tall (Group PricewaterhouseCoopers Esijolone Okorodudu - - - - Executive Director, Ecobank Transnational Ibironke Wilson - - - - (Chartered Accountants) Incorporated) were appointed as non-Executive Plot 252E, Muri Okunola Street Directors. Vilctoria Is and Lagos, Nigeria

16. 17. 2009 ANNUAL REPORT 2009 ANNUAL REPORT 5. DIRECTORS’ RESPONSIBILITIES The present shareholding structure as at March 31, 2010: In accordance with the provisions of sections 334 and 335 of the Companies and Allied Matters Act (CAMA) 1990 and Ecobank Transnational Inc 11,808,087,796 Sections 24 and 28 of the Banks and Other Financial Institutions Act 1991 as amended, the Directors are responsible for the Nigerian Citizens & Associates 2,071,863,846 preparation of Annual Financial Statements. 13,879,951,642 These responsibilities include ensuring that: (a) adequate internal control procedures are instituted to safeguard assets, prevent and detect fraud and other 8. Donations and contributions made by the Bank during the year amounted to N10,912,255.33 irregularities; DESCRIPTION AMOUNT (b) proper accounting records are maintained; (N) (c) applicable accounting standards are followed; 1 ECOBANK CARES PROJECT 4,614,555.33 (d) suitable accounting policies are used and consistently applied; 2 KULA COMMUNITY (CHOLERA OUTBREAK) 1,500,000.00 (e) the financial statements are prepared on a going concern basis, unless it is inappropriate to presume that the company 3 UNIVERSAL MEDICAL FOUNDATION 1,000,000.00 will continue in business. 4 KINGS COLLEGE OLD BOYS ASSOC 1,000,000.00 5 IFEOLUWA ADEYEMI FOR KIDNEY TRANSPLANT 1,000,000.00 6. ANALYSIS OF SHAREHOLDING 6 ADETOYE ADEBAYO ADELEYE FOR IDIOPATHIC THORACIC SCOLIOSIS 697,700.00 Authorized Capital: 30,000,000,000 7 THE COMMITTEE OF CHIEF INSPECTORS OF BANKS 650,000.00 Quantity Issued : 13,879,951,642 8 ST SAVIOURS SCHOOL IKOYI 250,000.00 9 BAPTIST MISSION SCHOOLS 200,000.00 Share Range Number of Shareholders % of Shareholder Number of Holdings % Shareholding 10,912,255.33 1 - 1,000 15,704 17.9976 7,582,553 0.0546 1,001 - 10,000 53,172 60.9379 223,145,519 1.6077 9. FIXED ASSETS 10,001 - 100,000 16,492 18.9008 460,715,941 3.3193 100,001 - 1,000,000 1,690 1.9368 421,457,838 3.0365 Movements in fixed assets during the year are shown in note 18 on page 51. In the opinion of the Directors, the market 1,000,001 - 10,000,000 176 0.2017 499,258,482 3.5970 value of the Company's properties is not less than the value shown in the Financial Statements. 10,000,001 - 100,000,000 21 0.0241 459,703,513 3.3120 100,000,001 - 1,000,000,000 1 0.0011 11,808,087,796 85.0730 10. POST BALANCE SHEET EVENTS TOTAL : 87,256 100.0000 13,879,951,642 100.0000 On January 6 2010, the Board of Directors approved the allotment proposal of the Joint Issuing houses for 6,661,876,000 These figures are as at 31 March 2010. ordinary shares of N0.50k each arising from the Special Placing in favour of Ecobank Transnational Incorporated.

11. EMPLOYMENT AND EMPLOYEES 7. SUBSTANTIAL INTEREST IN SHARES 31 December 2009 31 December 2008 Employment of Disabled Persons % % It is the policy of the Company that there should be no discrimination in considering applications for employment including those from disabled persons. All employees are given equal opportunities for self development. As at December 31, Ecobank Transnational Inc. 5,146,211,796 71 5,146,211,796 71 2009, one disabled person was in the employment of the Company. Nigerian Citizens and Associations 2,071,863,846 29 2,071,863,846 29 Employee Involvement and Training 7,218,075,642 100 7,218,075,642 100 The Company is committed to keeping employees fully informed as much as possible regarding the Company’s performance and progress, and seeking their views wherever practicable on matters, which particularly affect them as employees. During the financial year, the Directors pursuant to shareholders approval authorizing the directors to raise capital by any or a combination of means offered 6,661,876,000 shares by way of Special Placing of Shares to Ecobank Management, professional and technical expertise are the Company's major assets and investment in their further Transnational Incorporated (ETI). The shares were allotted with the approval of the Securities & Exchange Commission development continues. on February 2, 2010. In view of the fact that ETI now holds 85% of the equity of the Bank, the Board applied to the Nigerian Stock Exchange (NSE)for a waiver/deferral of the rule which stipulates that a listed company must make Training is carried out from entry level through various levels with both in-house and external courses. available to the general public shares representing at least 25% of its issued capital. The NSE graciously granted a deferral of two years within which the Bank may revert to a maximum of 75% holding by one shareholder or comply with the NSE Rule.

18. 19. 2009 ANNUAL REPORT 2009 ANNUAL REPORT Health, safety at work and welfare of employees Health and safety regulations are in force within the Company's premises and employees are aware of safety regulations. The Company provides subsidies for all employees for medical, transportation, housing and lunch. Incentive schemes designed to meet the circumstances of each individual are implemented wherever appropriate, and some of these include bonuses, salary review, promotion, use of health management organizations for medical and gratuity for long service.

12. AUDIT COMMITTEE Pursuant to Section 359(4) of the Companies and Allied Matters Act, 1990, the Company had in place an Audit Committee comprising three shareholders and three directors as follows:

Pastor Oyelakin Awobode (Chairman) Ms. Bosede Benson Mr. Ayodele Ogundeji Alhaji Mua'zu Anache Chief Wilfred Belonwu Mr. Oladisun Holloway

The functions of the Audit Committee are as contained in Section 359(6) of the Companies and Allied Matters Act 1990.

BY ORDER OF THE BOARD

ADENIKE LAOYE COMPANY SECRETARY LAGOS, NIGERIA MAY 2010

20. 2009 ANNUAL REPORT PROFILE OF DIRECTORS OF ECOBANK NIGERIA PLC as at April 2010

The Olor' ogun (Dr.) Sonny Folorunsho Kuku, OFR Chief (Dr.) Michael Ade. Ojo, OON, FNIMN Chairman since March 2010, Non Executive Director since 2004 Non-Executive Director since 2006

Born 1944, Dr. Kuku is a renowned Physician, Scholar and Administrator. He has been Born 1938, Chief Ade. Ojo is a distinguished graduate of Business Administration. He Joint Chief Medical Director and Chairman at EKO Hospital (Ekocorp Plc) which he co- founded the highly successful Elizade Group of Companies in 1971 of which he is the founded in 1978. Executive Chairman. He is a director in Eterna Oil & Gas, Chairman of the Board of Custodian Dr. Kuku has also been a Trustee and a Distinguished Fellow of the National Postgraduate & Allied Insurance Co., Toyota (Nigeria) Limited, Baun Limited, Imperial Telecommunications Medical College of Nigeria, President and Trustee West African College of Physicians. A Limited and Moorhouse Sofitel Hotel. past Chairman of the Committee of Pro-Chancellors of State Universities and Committee of Chairmen of the Federal Tertiary Hospitals, he was a recipient of the First Distinguished He is a recipient of a number of awards both at home and abroad. He was awarded the Alumnus Award University of Lagos and Ambassador of Goodwill Award, City of National Honour of Officer of the Order of the Niger (OON) in 2005. Freetown. The first African Master of the American College of Physicians, he is a Fellow of the prestigious Nigerian Academy of Science. He was a Director of Midas Merchant Bank and is Chairman of Midas Stockbrokers Limited. He was the Chairman of the Human Capital Policy Commission of the Nigerian Economic Summit Group. He is an Officer of the Order of the Federal Republic (OFR).

Dr. Kuku is currently the President, King’s College Old Boys Association and Chairman, Chief Wilfred A. Belonwu Board of Management University College Hospital Ibadan. He joined the Board of Independent Director since 2006 Ecobank Nigeria Plc in 2004 ad was appointed Chairman in March 2010. Born 1942, Chief Belonwu is a distinguished accountant and graduate of the University of Jibril Aku (Managing Director) Nigeria, Enugu Campus. He is a fellow of the Association of National Accountants of Nigeria. Director since 2006 From 1974 to December 2005, Chief Belonwu worked in different positions in Mobil Born 1960, Mr. Jibril Aku has over 24 years banking experience with 16 years spent in Producing Nigeria Unlimited (MPN) and Mobil Oil Corporation New York. He was Executive senior management level. His banking career has included key positions in Capital Director Finance/Chief Financial Officer and rose to the position of Vice-Chairman of MPN a Markets, Foreign Exchange and Treasury Management. Mr Aku at one time served two position he held between January 2004 and December 2005 when he retired. terms as director of Nigeria Inter-bank Settlement Systems (NIBSS) and various subsidiaries of Afribank Group including Afribank International Limited (Merchant Bankers) Chief Belonwu has had extensive experience in financial analysis, internal audit and and ANP International Finance, Dublin, Ireland. Mr . Aku is a former President of the Money financial control. He has brought over 31 years experience in a major international Market Association of Nigeria (MMAN) and currently serves as Chairman of the NIBOR Committee of the Association. Prior to joining Ecobank in 2006, he worked for Nigeria conglomerate to Ecobank. International Bank Limited (Citibank) and later with Afribank Nigeria Plc as Executive Director in charge of Operations & Information Technology. He holds Bachelors and Masters Degrees in Business Administration.

Jibril Aku was Executive Director responsible for the Bank's Treasury & Financial Institutions Ms. Evelyne Tall Group amongst others from April 2006 to March 2010. He was elevated to the position of Non-Executive Director since 2010 the Managing Director of the Bank in March 2010. Born 1958, Evelyne Tall is the Executive Director, Ecobank Transnational Incorporated responsible for Domestic Business. She started her banking career in 1981 with Citibank in Alhaji Muazu Anache Dakar. She left Citibank to join Ecobank Mali as Deputy Managing Director in 1998, and was Non-Executive Director since 2005 made Managing Director in 2000. She was later transferred to Ecobank Senegal as Managing Born 1954, Alhaji Anache is a non-Executive Director. He obtained a National Certificate of Director in 2000. She was appointed Regional Head of the UEMOA Zone in October 2005. Education from the Advanced Teachers College, Minna, Niger State in 1978 and a Higher Evelyne Tall holds a Bachelor’s degree in English (Dakar) and a Diploma in International National Certificate in Accounting from the Dundee College of Commerce, Scotland in Trade, Distribution and Marketing from the Ecole d’Administration et de Direction des 1982. He joined the Board of the Bank in March 2005. Alhaji Anache is a member of the Affaires, Paris. Institute of Chartered Secretaries and Administrators and was for a long time with the Niger State Development Company Limited as the General Manager Administration/ Company Secretary. Alhaji Anache is a Director of the Niger State Supply Company Limited.

22. 23. 2009 ANNUAL REPORT 2009 ANNUAL REPORT Dr. (Mrs.) Elizabeth Nadu Denloye Edouard Virgile Dossou-Yovo Independent Director since 2006 Non-Executive Director since 2009

Born 1956, Dr. Denloye is a PhD holder in Electronic Engineering from the University of Born 1949, Mr. Dossou-Yovo has a Masters Degree and PHD in Commercial Law. He Hull. She co-founded Telnet Nigeria Limited in 1987 and was Managing Director of Telnet worked with Banque Paribas Group France for 10years as Investment Advisor and Legal Network Services in 1997 and later Group Managing Director of Telnet Group between Counsel. 2000 December 2006. She still remains a non-Executive Director on the Board of Telnet Group. Since leaving Banque Paribas Group, from 1990 to date, Mr. Dossou-Yovo has been operating his own Company, Cabinet International Ingenierie Financiere Assitance She is a fellow of the Nigerian Society of Engineers and a member of the Association of Juridique et Gestion (CIIFAG). Professional Women Engineers of Nigeria. She is a director on the Board of Techinvest Limited, LEAP Africa and a member of the Advisory Board of EDS of the LBS-Pan African Mr. Dossou-Yovo has brought his wealth of experience in international banking as well as University. the Law to Ecobank Nigeria Plc as a non-Executive Director. He is from the Republic of Benin.

Giwa BisiRodipe, FNIM Non-Executive Director since 2006 Foluke Aboderin Born 1939, Giwa BisiRodipe is the Chairman/Chief Executive of Bisrod Furniture Company Executive Director since 2007 Limited, a company which he set up since 1975. He was the President of the Ijebu Born 1961, Ms. Aboderin is a Chartered Accountant and also holds a first degree in Economics. Chambers of Commerce & Industry from 1985-1986 and before then was the Deputy She joined Ecobank in March 2007. President. He has also served as the President of the Ogun State Council of Chambers of Commerce, Industry, Mines & Agriculture, Chairman Board of Governors, Technical College, A seasoned banker, her banking experience spans 25 years, managing the relationships of Ijebu-Ode. Giwa BisiRodipe served as a director on the Board of Ecobank Benin from 1996 Multinationals and Top-tier Local Corporates operating in key sectors of the economy. She to 2006, a past director of the National Fertiliser Company of Nigeria(NAFCON), Chairman has attended several Citibank courses locally and abroad and she performed a short-time of Ogun State Markets Development Board and Ogun State Agric Development assignment in Citibank South Africa. Before working with Citibank, she started her banking Corporation. Giwa BisiRodipe is the Chairman of the Association of shareholders of Ecobank career at First City Merchant Bank (now First City Monument Bank) where she worked in the Transnational Incorporated (1996 to date). He is a highly respected businessman. Corporate Finance and Corporate Banking Departments of the bank for over ten years. Foluke Aboderin is also a Group Head, Corporate Banking, Ecobank Group.

Mr. Oladisun Holloway Non-Executive Director since 2009 Oluwagbemiga Kuye Executive Director since 2009 Born 1955, Mr. Oladisun Holloway is currently the Chairman and Chief Executive Officer of EOF Investments Nigeria Limited. He is an Economist and a Financial Consultant. Mr. Born 1967, 'Gbenga Kuye has over 19 years of local and international banking experience Holloway was recently the Chairman of the Planning Committee of Inaugural Lagos with over 10 years at senior management level. His banking career has included key Carnival, and was also the Chairman of the 2009 Eyo Festival Planning Committee. positions in Human Resources, Trade Operations, Sales & Trading Operations, Branch Operations, Internal Control, Audit - Risks & Reviews, Customer Services, Process Between 1993-1994, he was Deputy Managing Director of Ecobank Nigeria after which he Improvement, Technology and overall Country supervision. Gbenga spent the bulk of his became Managing Director from 1994-2001. He remained with the Ecobank Group as career in Citigroup where he rose to become the Vice President responsible for Central Africa Managing Director of Ecobank Development Corporation, Togo between 2001-2005 after Operations and Technology and Deputy Chief Executive Officer for Citigroup Cameroon. He which he retired from the Group. left Citigroup in 2006 to join United Bank for Africa where he held several positions namely Head of Group Operations, Acting Head of Group Operations and Technology and Chief Mr. Holloway worked with International Merchant Bank (IMB), Mobil Oil Corporation, New Operating Officer for about 75% of the UBA Group. York and Colgate Palmolive, New York before joining Ecobank Nigeria as one of the pioneer staff in 1989. Gbenga holds First Class honors degree in Chemical Engineering from University of Lagos and is also a graduate of the prestigious Citigroup Executive Leader program. He is a Mr. Holloway has a Bachelor Degree in Economics (Summa Cum Laude)from Morehouse member of the Chartered Institute of Bankers and Nigerian Society of Chemical Engineers. College, Atlanta and an MBA Finance and International Business from Columbia University. Gbenga Kuye is responsible for the Bank's Operations and Technology Group. He is married with children.

24. 25. 2009 ANNUAL REPORT 2009 ANNUAL REPORT Ibironke Wilson Executive Director since 2009

Born 1961, Ronke is a graduate of Economics and also holds a Masters Degree in Business Administration. She is a member of the Institutes of Chartered Accountants of Nigeria and Ghana. She started her career with Coopers and Lybrand, Lagos where she worked for more than 10 years. With over 14 years in the banking industry, Ronke has held key CORPORATE GOVERNANCE management positions including Finance, Investment Banking and Human Resources. She was the Ecobank Group Chief Human Resources Officer between 2006 and October 2009.

She was appointed as Executive Director, Finance & Administration in October 2009.

COMMITMENT TO CORPORATE GOVERNANCE corporate governance. The Board's oversight of the Morenike Adepoju operations and activities of the Bank is carried out Executive Director since 2010 The Board continues to be fully committed to the Ecobank transparently without undue influence or over- Group Corporate Governance Charter, all Regulatory Codes of bearance. Born 1960, Morenike Adepoju is a graduate of the University of Ife, now Obafemi Awolowo Corporate Governance, the Bank's Articles of Association, the University Ile Ife Nigeria (June 1981); she holds a Masters in Fine Arts Degree in Management Companies & Allied Matters Act, as well as international 3. Compliance with the Central Bank of Nigeria (CBN) from Brooklyn College of the City University of New York (June 1985) and a certificate in corporate governance best practice. Code of Corporate Governance Advanced Management from the Lagos Business School (June 2004). 1. Board Composition The Bank rendered monthly returns to the CBN on the A banker with over 21 years experience, Morenike worked at Intercontinental Bank as a status of its compliance with the CBN Code of Corporate pioneer staff and joined Ecobank Nigeria in March 1996 serving in various capacities As at December 31, 2009, the Board comprised fifteen Governance. The Bank is in compliance with the terms of including Branch Manager, Head of Consumer and Cards Business, and Head of Branch (15) Directors: ten (10) non-executive, and five (5) the Code. Network in Ecobank Benin (April 2005). She also served as Regional Head of Retail Bank executive directors. for 8 French Speaking West African Countries UEMOA Region prior to being posted to 4. Board Committees Ecobank Liberia as Managing Director in January 2007 for three years. She assumed The Bank is in compliance with the CBN Code of responsibility as Regional Head Lagos and South West and Executive Director of Ecobank Corporate Governance regarding the appointment of a During the 2009 financial year, the Board delegated Nigeria in March 2010. minimum of two (2) independent non-executive some of its responsibilities to the following Committees: directors. The independent directors are Dr. (Mrs.) Morenike Adepoju is happily married with children. Nadu Denloye and Chief Wilfred Belonwu. i. Board Credit Committee

The Bank's Directors all have varied backgrounds in their Responsibilities Esijolone Okorodudu respective successful professional fields, namely Executive Director since 2010 economics, accounting, banking, management, * Approval of credits outside management's limit medicine, engineering, technology etc. * Approval of insider-related transactions/credits Born 1962, a banker with 23 years of banking experience spanning many countries in the * Review of remedial accounts/past due Pan African region. Currently the Executive Director, South-South and South-East, Ecobank 2. Role of the Board obligations/classified accounts Nigeria. * Approval of accounts to be written-off and any Fundamental to the guiding principles of Ecobank is that other related matters Before her current responsibility, she played significant executive roles in the Ecobank all power belong to the shareholders. * Approval of exceptions to credit policy Group spanning West, Central, Eastern and Southern Africa. As part of her professional * Review of periodic reports and assessment of journey, Jolone held different executive positions amongst which were: Managing Director The role of the Board is well documented in the portfolio performance of Ecobank Liberia, Managing Director of the Retail Bank for the Group and Managing Ecobank Group Corporate Governance Charter. Director, Ecobank Gambia. She has also worked in Ghana, Togo, Niger, Mali and Cote-d' Committee Composition: Ivoire. In addition, she played a significant role in being responsible for the Regional Rapid The role however continues to evolve with the ever Chief Wilfred Belonwu - Chairman Transfer product which today is the Group's flagship product, facilitating trade in the Pan- changing dynamics in the banking industry and Giwa BisiRodipe African regional space. corporate world with high expectations in terms of good Dr. (Mrs.) Nadu Denloye corporate governance. The Board is well prepared in Ms. Esijolone Okorodudu is one of the pioneer staff of Ecobank Nigeria. Before joining this regard and it receives continuous training on Offong Ambah Ecobank in 1989, she worked with Citibank Nigeria.

26. 27. 2009 ANNUAL REPORT 2009 ANNUAL REPORT ii. Board Governance Committee Committee Composition: 5. Frequency of Meetings 6. Attendance at Board and Committee Meetings

Responsibilities Dr. (Mrs. Nadu Denloye - Chairman Meetings of the Board and its Committees are usually The Board of Directors convened four (4) times during the * All Corporate governance issues and Chief Wilfred Belonwu held quarterly, but may be convened at any time year assessment of compliance Giwa BisiRodipe whenever the need arises. The Statutory Audit * Human Resources matters, including Offong Ambah Committee usually meets prior to the commencement S/N Directors Total No. employment, termination of employment and of the audit and subsequently to review, consider and Attended review of performance appraisal of Assistant assess the audited accounts. Other meetings may also iv. Board Audit & Compliance Committee 1. Chief (Dr.) J. A. Odeyemi, MFR, FCA 4 General Managers and above, staff salary be held as necessary. changes and consideration of appointment of 2. Olor'ogun S. F. Kuku, OFR 4 Responsibilities directors and their emoluments 3. Alhaji M. Anache 4 The Board and its Committees met as follows: * Information Technology * Review and assessment of all internal and 4. Chief M. Ade.Ojo, OON 3 * Board appointments/emoluments external audit reports. 5. Chief W. Belonwu 4 Board/Committees Meetings No. of Meetings * Review and monitoring of internal control and 6. Giwa BisiRodipe 4 Committee Composition: ensuring effectiveness of controls 7. Dr. (Mrs.) Nadu Denloye 4 Olor'ogun S. F. Kuku, OFR Chairman (up to March Board of Directors 4 * Review of frauds and forgeries 8. Arnold Ekpe 4 2010) Board Credit 4 * Review of the Bank's compliance requirements 9 Mr. Edouard Dossou-Yovo *Appointed April 2009 3 Chief Michael Ade.Ojo, OON Board Risk 3 * Liaising with auditors and management 10 Mr. Oladisun Holloway *Appointed October 2009 1 Dr. (Mrs.) Nadu Denloye Board Governance 4 * Ensuring compliance with all applicable laws and 11. Offong Ambah 4 Board Audit & Compliance 4 regulations, as well as operating standards 12. Jibril Aku 4 iii. Board Risk Committee Statutory Audit Committee 2 * Review of the Bank's financial performance 13. Foluke Aboderin 4 Responsibilities * Review of capital expenditure and operating 14 Oluwagbemiga Kuye 4 expenses During the year under review, management was * Review and recommend changes to the Board supported by the following Management Committees 15. Ibironke Wilson *Appointed October 2009 1 as needed to ensure that the Bank has in place at all times, a Risk Management Policy Committee Composition: i. Executive Management Committee, chaired by the * Approve and recommend risk tolerance levels, Alhaji Mua'zu Anache Chairman Attendance at Board Governance Committee Meetings limits and metrics. Managing Director Chief Wilfred Belonwu * Review on an annual basis risk assessment The Committee convened four (4) times during the year. Olor'ogun S. F. Kuku, OFR (up to March 2010) ii. Human Resources Committee, chaired by an prepared by management that identifies and Executive Director evaluate all material risks. Mr. Oladisun Holloway (from March 2010) S/N Directors Total No. iii Assets and Liabilities Committee, chaired by the Attended * Provide oversight to ensure that the risk management monitoring and reporting Managing Director 1. Olor'ogun S. F. Kuku, OFR 4 functions in the Bank are independent of v. Statutory Audit Committee iv. Disciplinary Committee, chaired by an Executive 2. Dr. (Mrs.) Nadu Denloye 4 business line or risk-taking processes. In compliance with Section 359 (6) of the Companies Director 3. Chief M. Ade.Ojo, OON 1 * Discuss and evaluate the Bank's risk exposures and Allied Matters Act (CAMA) 1990, an Audit v. Doubtful Debt Recovery Committee, chaired by the in light of current market conditions, Committee comprising three (3) representatives of established risk limits, operating performance shareholders elected annually at Annual General Head of Risk Management Group Attendance at Board Credit Committee Meetings and other relevant factors. Meetings (AGM), and three (3) non-executive vi. Information Technology Steering Committee, The Committee convened four (4) times during the year. * Review report that monitor compliance with directors, is in place. The responsibilities of the chaired by an Executive Director risk parameters established by regulation or Committee are as contained in the CAMA. vii. Risk Management Committee chaired by the S/N Directors Total No. Bank policy and measure the adequacy of risk Managing Director monitoring, testing and governance. The members representing shareholders during the Attended * Inform the Board of the status of risk exposures year are Pastor Oyelakin Awobode (Chairman), Ms. 1. Chief W. Belonwu 4 and risk management processes in the Bank. Bosede Benson and Mr. Ayodele Ogundeji. The other 2. Dr. (Mrs.) Nadu Denloye 4 * Oversee the Bank's risk framework and three (3) members, who are directors of the Bank are 3. Giwa BisiRodipe 4 controls, and monitor the activities of the Alhaji Anache, Chief W. Belonwu and Mr. Oladisun management level risk committees. Holloway. Mr. Holloway replaced Olor'ogun S. F. Kuku, 4. Offong Ambah 4 * Periodically review and approve proposals OFR in March 2010 when Olor'ogun Kuku was regarding financial, investment, credit and appointed Chairman of the Board. operating risk management strategies and key decisions of the management level risk committees.

28. 29. 2009 ANNUAL REPORT 2009 ANNUAL REPORT Attendance at Board Audit & Compliance Committee The contract relates to: Meetings STATEMENT OF Purchase of Toyota brand of vehicles from Elizade Nigeria DIRECTORS’ RESPONSIBILITIES The Committee convened four (4) times during the year. Limited (related to Chief Ade.Ojo). S/N Directors Total No. The director with whose company the contracts were Attended entered into fully formally declared his interest in the said company. 1. Alhaji Muazu Anache 4 2. Chief Wilfred Belonwu 4 8. Shareholder Participation 3. Olor'ogun Sonny F. Kuku, OFR 3 The Bank is conscious of, and promotes shareholder The Companies and Allied Matters Act and the Banks and – Nigerian Statements of Accounting Standards; rights. It continues to take necessary steps to ensure Other Financial Institutions Act, require the directors to – Prudential guidelines for licensed banks; Attendance at the Board Risk Committee Meetings same. The benefits from contributions, advice and prepare financial statements for each financial year that – Relevant circulars issued by the Central Bank of wisdom from shareholder members of the Statutory give a true and fair view of the state of financial affairs of Nigeria; The Committee convened three (3) times during the Audit Committee remain invaluable. year the Bank at the end of the year and of its profit or loss. – Requirements of the Banks and Other Financial The responsibilities include ensuring that the Bank: Institutions Act; and 9. Whistle-Blowing S/N Directors Total No. – Requirements of the Companies and Allied Matters Attended In line with our commitment to instilling best corporate a keeps proper accounting records that disclose, with Act governance practices in the institution and in compliance reasonable accuracy, the financial position of the 1. Dr. (Mrs.) Nadu Denloye 3 with regulatory requirements, all stake holders are Bank and comply with the requirements of the The directors are of the opinion that the financial 2. Chief Wilfred Belonwu 3 invited to report any concern about a Companies and Allied Matters Act and the Banks and statements give a true and fair view of the state of the 3. Giwa BisiRodipe 3 threatened/suspected or actual breach of any corporate Other Financial Institutions Act; financial affairs of the Bank and of its profit and cash 4. Offong Ambah 3 governance requirement to this special e-mail address: [email protected] or telephone hotline flows. The directors further accept responsibility for the number 234-1-7613792 for the attention of the Bank's b establishes adequate internal controls to safeguard maintenance of accounting records that may be relied Attendance at the Statutory Audit Committee Chief Compliance Officer or the Company Secretary. its assets and to prevent and detect fraud and other upon in the preparation of financial statements, as well Meetings irregularities; and as adequate systems of internal financial control. Similarly, in order to ensure independence and integrity The Committee convened twice during the year. of our Whistle-Blowing process, the Bank currently Nothing has come to the attention of the directors to c prepares its financial statements using suitable Effective 2010, the Committee will convene at least subscribes to the KPMG Ethics Line, an independent indicate that the Bank will not remain a going concern for accounting policies supported by reasonable and three (3) times. Whistle-Blowing procedure which ensures anonymity of at least twelve months from the date of this statement. the whistle-blower and effective handling of issues prudent judgements and estimates, and are S/N Directors Total No. reported. All stakeholders are enjoined to utilize the consistently applied. Attended Line. The e-mail address is [email protected]. Toll free hotlines: 1. Pastor (Dr.) Oyelakin Awobode 2 The directors accept responsibility for the annual 07030000026, 0700000027, 08088118888, 2. Ms Bose Benson 2 Olor’ogun (Dr.) Sonny Kuku, OFR Jibril Aku 08088228888 financial statements, which have been prepared using 3. Mr. Ayodele Ogundeji 2 appropriate accounting policies supported by reasonable (Chairman) (Chief Executive Officer) 4. Alhaji Muazu Anache 2 We shall continue to entrench best international and prudent judgements and estimates, in conformity 5. Chief Wilfred Belonwu 2 standards on corporate governance in our operations and with the: 12 April 2010 6. Olor'ogun Sonny F. Kuku, OFR 2 activities. Our commitment is firm and unyielding.

7. Related Party Transactions The Bank in the ordinary course of business entered into contracts with some companies related to directors. All May 2010 the contracts were done on arms-length basis and have been duly performed.

30. 31. 2009 ANNUAL REPORT 2009 ANNUAL REPORT AUDITOR’S REPORT AUDITOR’S REPORT cont’d

Plot 252E, Muri Okunola Street, Off Ajose Adeogun Street, Victoria Island, Lagos Nigeria.

REPORT OF THE INDEPENDENT AUDITOR TO THE MEMBERS OF ECOBANK NIGERIA PLC Report on other legal requirements Report on the financial statements The Companies and Allied Matters Act and the Banks and Other Financial Institutions Act require that in carrying out We have audited the accompanying financial statements of Ecobank Nigeria Plc which comprise the balance sheet as of our audit we consider and report to you on the following matters. We confirm that: 31 December 2009, the profit and loss account and the statement of cash flows for the year then ended and a summary of significant accounting policies and other explanatory notes. i) we have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit; Directors’ responsibility for the financial statements The directors are responsible for the preparation and fair presentation of these financial statements in accordance with ii) in our opinion, proper books of account have been kept by the bank, so far as appears from our examination of Nigerian Statements of Accounting Standards and with the requirements of the Companies and Allied Matters Act and the those books; Banks and Other Financial Institutions Act. This responsibility includes: designing, implementing and maintaining internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, iii) the bank’s balance sheet and profit and loss account are in agreement with the books of account; whether due to fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances. iv) our examination of loans and advances was carried out in accordance with the Prudential Guidelines for licensed banks issued by the Central Bank of Nigeria; Auditor’s responsibility Our responsibility is to express an independent opinion on the financial statements based on our audit. We conducted our v) related party transactions and balances are disclosed in Note 32 to the financial statements in accordance with audit in accordance with International Standards on Auditing. Those standards require that we comply with ethical the Central Bank of Nigeria Circular BSD/1/2004; requirements and plan and perform our audit to obtain reasonable assurance that the financial statements are free from material misstatement. vi) to the best of our information, the bank has not contravened any regulation of the Banks and Other Financial Institutions Act during the year; An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the vii) to the best of our information, the bank has complied with the requirements of the relevant circulars issued by auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in the Central Bank of Nigeria. order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the directors, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Chartered Accountants 22 April, 2010 Lagos, Nigeria Opinion In our opinion the accompanying financial statements give a true and fair view of the state of the financial affairs of the Bank as of 31 December 2009 and of its loss and cash flows for the year then ended in accordance with Nigerian Statements of Accounting Standards, the Companies and Allied Matters Act and the Banks and Other Financial Institutions Act.

32. 33. 2009 ANNUAL REPORT 2009 ANNUAL REPORT REPORT OF THE STATEMENT OF AUDIT COMMITTEE SIGNIFICANT ACCOUNTING POLICIES

In compliance with provisions of Section 359(3) to (6) of The Committee therefore recommended that the Audited The principal accounting policies adopted in the preparation of transaction. Assets and liabilities denominated in foreign the Companies and Allied Matters Act 1990, the Financial Statements of the Bank for the year ended 31 these financial statements are set out below. These policies have currency at the balance sheet date are translated into Naira Committee considered the Audited Financial Statements December 2009 and the Auditor's Report thereon be been consistently applied to all years presented, unless at the rates of exchange prevailing at year-end. Exchange for the year ended 31 December, 2009 together with the presented for adoption by the Company at the Annual otherwise stated. gains or losses are included in the profit and loss account. Management Control Report from the Auditors and the General Meeting. a. Basis of preparation d. Recognition of interest income Bank's Response thereto at its meeting held on April 13, 2010. The Committee also approved the provision made in the The financial statements are prepared in compliance with i. Interest income is recognised on an accrual basis, Financial Statements for the remuneration of the Nigerian Statements of Accounting Standards (SAS) issued except for interest overdue for more than 90 days, In our opinion, the scope and planning of the audit for the Auditors. by the Nigerian Accounting Standards Board (NASB). The which is suspended and recognised only to the extent year ended 31 December 2009 were adequate. financial statements are presented in the functional that cash is received. Recoveries made are credited to currency, Nigerian Naira (N), rounded to the nearest million the profit and loss account as collected. Interest and prepared under the historical cost convention as After due consideration, the Committee accepted the accruing on non-performing accounts is not taken to modified by revaluation of certain investment securities and the profit and loss account until the debt is recovered. Report of the Auditors that the Financial Statements Pastor (Dr.) Oyelakin Awobode property and equipment. were in accordance with ethical practice and generally Chairman ii. Interest income accruing on advances under finance accepted accounting principles and give a true and fair Audit Committee The preparation of financial statements in conformity with lease is amortised over the lease period to achieve a view of the state of affairs of the Bank's financial affairs. Generally Accepted Accounting Principles in Nigeria requires constant rate of return on the outstanding net Members of the Committee the use of estimates and assumptions that affect the investment. The Committee reviewed management's response to 1. Pastor (Dr) Oyelakin Awobode - Chairman reported amounts of assets and liabilities, and disclosure of the Auditors findings in respect of the Management 2. Ms. Bose Benson - Member contingent assets and liabilities at the date of the financial iii Interest earned on investment securities is reported as Control Report and we and the Auditors are satisfied with 3. Mr. Ayodele Ogundeji - Member statements and the reported amounts of revenues and interest income. Dividends are recognized in the expenses during the reporting period. Although these the management's response thereto. 4. Chief Wilfred Belonwu - Member income statement when entity's right to receive estimates are based on the directors' best knowledge of payment is established. 5. Alhaji Muazu Anache - Member current events and actions, actual results may differ from The Committee reviewed insider/related party 6. Mr. Oladisun Holloway - Member those estimates. e. Recognition of fees, commissions and other income transactions and took note of their status. Fees and commissions, where material, are amortised over b. Segment reporting the life of the related service. Otherwise, fees, commissions and other income are recognised as earned A business segment is a group of assets and operations upon completion of the related service. engaged in providing products or services that are subject to risks and returns that are different from those of other f. Provision against credit risk business segments. The bank is segmented along 3 main Provision is made in accordance with the Statement of business segment viz: Wholesale banking group, Retail Accounting Standard for Banks and Non-Bank Financial banking group and Treasury & financial institutions group. Institutions, (SAS 10) issued by the Nigerian Accounting Standards Board (NASB), and Prudential Guidelines issued c. Foreign currency transactions by the Central Bank of Nigeria (CBN). For each account that Transactions denominated in foreign currency are converted is not performing in accordance with the terms of the into Naira at the rate of exchange ruling at the date of the related facility, provision is made as follows:

34. 35. 2009 ANNUAL REPORT 2009 ANNUAL REPORT STATEMENT OF STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES SIGNIFICANT ACCOUNTING POLICIES

Interest and/or principal Minimum ii. Long-term investments Construction cost in respect of offices is carried at cost as work the cost of acquisition over the fair value of the identifiable outstanding for over: Classification provision Long term investments are investments held by in progress. On completion of construction, the related net assets acquired is recorded as goodwill. Goodwill is management over a long period of time to earn amounts are transferred to the appropriate category of tested annually for impairment and losses recognised in the 90 days but less than 180 days Substandard 10% income. Long term investments may include debt and property and equipment. Payments in advance for items of profit and loss account. If the cost of acquisition is less than 180 days but less than 360 days Doubtful 50% equity securities. Long-term investments are carried at property and equipment are included as Prepayments in Other the fair value of the net assets acquired, the difference is Over 360 days Lost 100% cost or at a revalued amount. When there has been a Assets and upon delivery are reclassified as additions in the recognised directly in profit and loss. permanent decline in value of an investment, the appropriate category of property and equipment. No The bank normally makes provisions of at least 1% for carrying amount of the investments are written down depreciation is charged until the assets are put into k. Off-balance sheet transactions performing risk assets to recognize risk inherent in any credit to recognize the loss. Such a reduction is charged to use. portfolio. However, the Central Bank of Nigeria and the the income statement. Reductions in carrying amount Contingent liabilities arising from guaranteed commercial Nigerian Accounting Standards Board have permitted all are reversed when there is an increase, other than Depreciation is calculated on a straight line basis to write-off papers, letters of credit (clean line), performance bonds and Nigerian Banks to suspend this policy in respect of the temporary, in the value of the investment, or if the fixed assets to their residual values at the following annual guarantees issued on behalf of customers in the ordinary reporting period ended 31 December 2009 only. reasons for the reduction no longer exist. rates: course of business are reported off-balance sheet in recognition of the risk inherent in those transactions. When a loan is deemed uncollectible, it is written off against An increase in carrying amount arising from the Leasehold improvements - Over the unexpired lease term Income on these transactions is recognised as earned on the related provision for impairments. Subsequent revaluation of long-term investments is credited to Leasehold land & buildings - Over the unexpired lease term issuance of the bond or guarantee. recoveries are credited to the provision for loan losses in the owners' equity as revaluation surplus. To the extent Motor vehicles - 25% profit and loss account. If the amount of the impairment that a decrease in carrying amount offsets a previous Furniture & fittings - 20% l. Provisions, contingent liabilities and contingent assets subsequently decreases due to an event occurring after the increase, for the same investment that has been Machinery & equipment - 20% write-down, the release of the provision is credited as a credited to revaluation surplus and not subsequently Computer software - 33.33% Provisions are liabilities that are uncertain in timing or reduction of the provision for impairment in the profit and reversed or utilised, it will be charged against that Computer hardware - 33.33% amount. Provisions are recognised when: the Bank has a loss account. revaluation surplus rather than income. Interest earned present legal or constructive obligation as a result of past whilst holding investment securities is reported as i. Advances under finance leases events; it is more likely than not that an outflow of resources Risk assets in respect of which a provision was not made are interest income. Dividends receivable are included Finance lease transactions are recorded in the books of the will be required to settle the obligation; and the amount has written directly to the profit and loss account when they are separately in dividend income when a dividend is Bank at the net investment in the lease. Net investment in the been reliably estimated. deemed to be non collectible. declared. A change in market value of investment lease is the gross investment in the lease discounted at the securities is not taken into account unless it is interest rate implicit in the lease. Gross investment in the lease Provisions are normally made for restructuring costs and g. Investment securities considered to be permanent. is the sum of the minimum lease payments plus any residual legal claims. In addition, general provisions are made on The Bank categorises its investment securities into short and value payable on the lease. The discount on the lease is defined performing risk assets balances in accordance with the long term investment. Investment securities are initially h. Property and equipment as the difference between the gross investment in the lease Prudential Guidelines for Licensed Banks. Risk assets recognised at cost and management determines the All property and equipment is initially recorded at cost. They and the present value of the asset under lease. This discount is comprise of loans and advances, advances under finance classification at intial investment. are subsequently stated at historical costs less depreciation recognised as unearned in the books of the Bank and amortised leases, etc. except where there is a permanent significant change in the to income as earned over the life of the lease at a basis that i. Short-term investments value of the asset. Historical costs include expenditure that is reflects a constant rate of return on the Bank's net investment A contingent liability is a possible obligation that arises Short term investments are investments held directly attributable to the acquisition of assets. Costs on lease. from past events and whose existence will be confirmed temporarily in place of cash and which can be relating to fixed asset under construction or in the course of only by the occurrence or non-occurrence of one or more converted into cash when current financing needs implementation are disclosed as work in progress; the Finance leases are treated as risk assets and the net uncertain future events not wholly within the control of make such conversion desirable. In addition, it is attributable cost of each asset is transferred to the relevant investment in the lease are subject to the provisioning policy the Bank or the Bank has a present obligation as a result management's intention to hold the investment for not fixed assets category immediately the asset is put to use and listed in (f). of past events but is not recognised because it is not more than one year. Short term investments are valued depreciated accordingly. likely that an outflow of resources will be required to at the lower of cost and market value (quoted bid j. Business combinations settle the obligation; or the amount cannot be reliably prices). The amount by which cost exceeds market Subsequent costs are included in the asset's carrying The purchase method of accounting is adopted in accounting estimated. value (unrealized loss) are charged to the income amount or are recognised as a separate asset, as for business combinations. The cost of an acquisition is statement for the period. appropriate, only when it is probable that future economic measured as the fair value of the assets given, equity Contingent liabilities normally comprise of legal claims under benefits associated with the asset will flow to the Bank and instruments issued and liabilities incurred or assumed at the arbitration or court process in respect of which a liability is Realised gains and losses on disposal of short term the cost of the asset can be measured reliably. All other date of exchange, plus costs directly attributable to the not likely to eventuate. A contingent asset is a possible asset investments is taken to the income statement for the repairs and maintenance are charged to the profit and loss acquisition. Identifiable assets and liabilities acquired and that arises from past events and whose existence will be period of disposal. account during the financial period in which they are contingent liabilities assumed in a business combination are confirmed only by the occurrence or non-occurrence of one incurred. measured at their fair values at acquisition date. The excess of or more uncertain future events not wholly within the control of the Bank.

36. 37. 2009 ANNUAL REPORT 2009 ANNUAL REPORT STATEMENT OF STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES SIGNIFICANT ACCOUNTING POLICIES

A contingent asset is never recognised rather they are carrying values for financial reporting purposes. Currently shares or to the acquisition of a business are shown in The Bank regards a sale of loans or securities as without disclosed in the financial statements when they arise. enacted tax rates are used to determine deferred income tax. equity as a deduction, net of tax, from the proceeds. recourse, if it satisfies all the following conditions. Any sale Deferred tax assets are recognised where it is probable that not satisfying these conditions will be regarded as with Forward exchange transactions are recognised as contingent future taxable profit will be available against which the timing ii. Dividends on ordinary shares recourse. when the commitment to deliver foreign exchange differences can be utilised. Dividends on ordinary shares are appropriated from - control over the economic benefits of the asset must be obligation at a latter date is contracted. revenue reserve in the period they are approved by the passed on to the buyer; o. Borrowed funds Bank’s shareholders. - the seller can reasonably estimate any outstanding cost; m. Retirement benefits and Borrowed funds are recognised initially at their issue Dividends for the year that are approved by the - there must not be any repurchase obligations The Bank operates a defined contribution pension proceeds and subsequently stated at cost less any shareholders after the balance sheet date are dealt with scheme in line with the provisions of the Pensions Act. repayments. in the subsequent events note. A sale or transfer of loans or securities with recourse where Under the scheme the employees and the Bank each there is an obligation to, or an assumption of, repurchase is contribute 7.5% of pensionable emoluments consisting Transaction costs where immaterial, are recognized Dividends proposed by the Directors’ but not yet not treated as a sale, and the asset remains in the Bank’s of employees basic salary, housing and transport immediately in the profit and loss account. Where approved by members are disclosed in the financial balance sheet, with any related cash received recognised as allowance. The Bank's contributions are charged to the transaction costs are material, they are capitalized and statements in accordance with the requirements of the a liability. income statement as employee benefit expense in the amortised over the life of the loan. Company and Allied Matters Act. period which they relate. Amounts deducted are Profit arising from sale or transfer of loan or securities with transferred to the staff nominated Pension Fund Interest paid on borrowings is recognised in the profit and s. Sales of loans or securities recourse to the seller is amortised over the remaining life. Administrator. The employer’s liability is limited to any loss account for the year. However, losses are recognised as soon as they can be unremitted contributions under the scheme. A sale of loans or securities without recourse to the seller is reasonably estimated. p. Offsetting accounted for as a disposal and the assets excluded from the In addition to the contributory pension scheme, the Bank balance sheet. Where there is no obligation to or assumption of repurchase, operates a defined benefit gratuity scheme for employees Financial assets and liabilities are offset and the net amount the sale should be treated as a disposal and the asset who have spent 10 years and above in its employment. reported in the balance sheet when there is a legally Profits or losses on sale of loans or securities without excluded from the balance sheet, and any contingent Additional liability in any year is charged to the income enforceable right to set off the recognised amounts and recourse to the seller is recognised by the seller when the liability disclosed. statement. there is an intention to settle on a net basis, or realise the transaction is completed. asset and settle the liability simultaneously. n. Income and deferred taxation q. Cash and cash equivalents Income tax expense is the aggregate of the charge to the profit and loss account in respect of current income tax, Cash comprises cash on hand and demand deposits information technology (IT) tax, education tax and deferred denominated in Naira and to foreign currencies. Cash income tax. equivalents are short-term, highly liquid instruments which are: Current income tax is the amount of income tax payable on the taxable profit for the year determined in (a) readily convertible into cash, whether in local or foreign accordance with the Companies Income Tax Act (CITA). currency; and Education tax is assessed at 2% of the chargeable profits. Information Technology levy is assessed at 1% of profit (b) so near to their maturity dates as to present insignificant before tax. risk of changes in value as a result of changes in interest rates. Deferred tax is provided using the liability method, and is based on timing differences resulting from the inclusion of items of r. Ordinary share capital income and expenditure in different periods for financial accounting and taxation purposes for all temporary differences i. Share issue costs arising between the tax bases of assets and liabilities and their Incremental costs directly attributable to the issue of new

38. 39. 2009 ANNUAL REPORT 2009 ANNUAL REPORT Profit and Loss Account Balance Sheet For the Year Ended 31 December 2009 As of 31 December 2009

2009 2008 2009 2008 Note N’million N’million Assets Note N’million N’million

Gross earnings 59,864 55,156 Cash and balances with the Central Bank 9 9,524 18,768 Treasury bills 10 15,116 21,247 Interest and similar income 3 42,299 33,811 Due from other banks 11 73,490 162,467 Interest and similar expense 4 (19,042) (15,419) Loans and advances to customers 12 183,719 144,917 Net interest income 23,257 18,392 Advances under finance lease 15 6,000 8,902 Investment securities 16 15,387 22,155 Fee and commission income 5 10,228 17,307 Other assets 17 29,971 35,192 Fee and commission expense (58) (29) Deferred income tax asset 23 1,073 - Net fee and commission income 10,170 17,278 Property and equipment 18 21,382 18,818 355,662 432,466 Foreign exchange income 7,287 1,807 Liabilities Income from investments 6 44 85 Other income 6 11 Customer deposits 19 243,831 310,714 Operating income 40,764 37,573 Due to other banks 20 17,147 23,913 Other borrowings 21 4,576 3,269 Operating expenses 7 (30,614) (25,974) Deposit for shares 26 - 45,070 Diminution in asset values 14 (16,094) (12,497) Other liabilities 22 16,361 16,709 Loss before tax and extra-ordinary item (5,944) (898) Current income tax 8 213 752 Tax credit 8 1,356 893 Deferred income tax liabilities 23 - 283 Loss after tax and before extra-ordinary item (4,588) (5) 282,128 400,710 Extra-ordinary item - 2,135 Equity (Loss)/profit after tax and extra-ordinary item (4,588) 2,130 Ordinary share capital 24 3,609 3,609 Appropriated as follows: Share premium account 24 11,917 11,917 Statutory reserve 25 - 639 Deposit for shares 26 46,366 - Transfer to retained earnings 25 (4,588) 1,491 Retained earnings 25 (2,861) 1,727 (4,588) 2,130 Other reserves 25 14,503 14,503 Total equity 73,534 31,756 Loss per share (basic) 28 (0.64k) (0.03k) Loss per share (diluted) 28 (0.33k) 0.03k) Total equity and liabilities 355,662 432,466

The accounting policies on pages 35 to 39 and notes on pages 43 to 60 form an integral part of these financial statements. Acceptances and guarantees 27 93,723 173,366

The financial statements and notes on pages 43 to 60 were approved by the Board of Directors on 12 April 2010 and signed on its behalf by:

Olor'ogun (Dr.) Sonny Kuku, OFR Jibril Aku (Chairman) (Chief Executive Officer)

The accounting policies on pages 35 to 39 and notes on pages 43 to 60 form an integral part of these financial statements.

40. 41. 2009 ANNUAL REPORT 2009 ANNUAL REPORT Statement of Cash Flows Notes to the Financial Statements For the Year Ended 31 December 2009 For The Year Ended 31st December 2009

2009 2008 1 Ecobank Nigeria Plc (hereinafter referred to as "the Bank") was incorporated as a public limited liability company on Note N’million N’million October 7, 1986, and was granted banking licence on April 24, 1989. The Bank became listed on the Nigerian Stock Exchange by introduction on April 24, 2006. The Bank is a subsidiary of Ecobank Transnational Incorporated (ETI), Lome, incorporated in the Republic of Togo which holds 85.1% of its equity; while the balance is held by Nigerian OPERATING ACTIVITIES individual and institutional investors.

Cash (used in)/generated from operations 35 (98,838) 26,234 The principal activity of the Bank is the provision of universal banking services; which include retail, corporate and Tax paid 8 (527) (1,145) investment banking services.

Net cash (used in)/ generated from operating activities (99,365) 25,089 2 Segment analysis The Bank's operations by major business segments during the year is contained below. FINANCING ACTIVITIES

Dividend paid to shareholders – (5,197) i Retail banking - incorporating private banking services, private customer current accounts, savings, deposits, Deposit for shares – 45,070 investment savings products, custody, credit and debit cards, consumer loans and mortgages. Proceeds from long term loan 882 2,985 ii Wholesale banking - specializes in serving the public sector, multinational institutions and other major players in the Interest paid on long term borrowing 4 (178) (15) private sector which constitute the wholesale banking segment of the market. Net cash from financing activities 704 42,843 iii Treasury and Financial Institutions – which handles treasury, financial institutions and money market activities. INVESTING ACTIVITIES Purchase of long term investment securities (1,397) (9,801) Wholesale Retail Treasury & Wholesale Retail Treasury & Banking Banking Financial Banking Banking Financial Investment income 6 44 85 Group Group Institutions Total Group Group Institutions Total Purchase consideration paid to acquiree – (531) Dec 2009 Dec 2008 Net cash and cash equivalent from acquiree – 1,931 N’million N’million N’million N’million N’million N’million N’million N’million Revenue : Purchase of property, plant and equipment (5,292) (4,302) - Derived from external customers 27,789 5,002 27,073 59,864 21,396 8,895 22,730 53,021 Proceeds from sale of property and equipment 46 69 - Derived from other business segments (13,235) 21,775 (8,540) - (6,063) 9,633 (3,570) – Net cash used in investing activities (6,599) (12,549) Total revenue 14,554 26,777 18,533 59,864 15,333 18,528 19,160 53,021

(Decrease)/increase in cash and cash equivalents (105,260) 55,383 Total cost - Interest expense (2,990) (7,147) (8,905) (19,042) (4,210) (2,676) (8,533) (15,419) - Risk and other asset provisions (5,990) (10,233) 129 (16,094) (1,869) (4,165) (6,463) (12,497) Analysis of changes in cash and cash equivalents - Other operating expenses (5,325) (20,450) (4,897) (30,672) (6,748) (13,193) (6,062) (26,003) Total cost (14,305) (37,830) (13,673) (65,808) (12,827) (20,034) (21,058) (53,919) At start of the year 36 199,846 144,463 Profit/ (loss) before tax and extraordinary item 249 (11,053) 4,860 (5,944) 2,506 (1,506) (1,898) (898) At end of the year 36 94,586 199,846 Tax – – – 1,356 – – – 893 Extraordinary item – – – – – – – 2,135 (Decrease)/increase in cash and cash equivalents (105,260) 55,383 Profit/ (loss) after tax and extraordinary item 249 (11,053) 4,860 (4,588) 2,506 (1,506) (1,898) 2,130

The accounting policies on pages 35 to 39 and notes on pages 43 to 60 form an integral part of these financial statements. Segment asset 141,720 60,275 153,667 355,662 109,851 160,246 162,369 432,466 Segment liabilities 53,722 179,898 48,508 282,128 27,955 309,839 62,916 400,710 Net asset 87,998 (119,623) 105,159 73,534 81,896 (149,593) 99,453 31,756

All transactions between business units were conducted at an arms length basis. Internal charges and transfer pricing adjustments are reflected in the performance of each segment.

The bank operates in a single geographical location – Nigeria thus no segmentation based on geographical location is presented in this financial statement.

42. 43. 2009 ANNUAL REPORT 2009 ANNUAL REPORT Notes to the Financial Statements Notes to the Financial Statements For the Year Ended 31 December 2009 For the Year Ended 31 December 2009 2009 2008 N’million N’million 8 Taxation 2009 2008 N’million N’million Charge 3 Interest and similar income Current tax - - Education tax - - Placements 5,280 2,141 Technology tax - 12 Treasury bills and investment securities 3,662 6,653 Income tax charge - 12 Loans and advances 31,657 23,523 Deferred tax charge (note 23) (1,356) (905) Advances under finance lease 1,700 1,494

42,299 33,811 Credit for the year (1,356) (893) Withholding tax charge - - Interest income earned in Nigeria 42,299 33,811 (1,356) (893) 42,299 33,811 Payable 4 Interest and similar expense At start of year 752 1,885 Tax paid (527) (1,145) Current accounts 1,952 904 Income tax charge - 12 Savings accounts 511 314 Write back - prior year over provision (12) - Time deposits 10,932 6,811 Inter-bank takings 5,469 7,375 At end of year 213 752 Borrowed funds 178 15 9 Cash and balances with the Central Bank 19,042 15,419 Cash 5,953 9,380 Interest expense paid outside Nigeria amounted to N0.75 billion (2008: N0.73 billion). Operating account with Central Bank 27 6,752 Included in cash and cash equivalents 5,980 16,132 5 Fees and commission income Mandatory reserve deposits with Central Bank 3,544 2,636 Credit related fees 2,183 5,320 Commission on turnover 2,686 2,704 9,524 18,768 Commission on off-balance sheet transaction 1,358 1,946 Remittance fees 31 36 Mandatory deposits are not available for use in the Bank's day to day activities. Letters of credit commissions and fees 1,245 1,596 Facility management fees 114 205 10 Treasury bills Commission on transfers 1,116 893 Treasury bills 15,116 21,247 Other fees and commissions 1,495 4,607 10,228 17,307 Included in the treasury bills is N5.42 billion (2008: N2.04 billion) worth of treasury bills pledged as collateral to Federal Inland Revenue Service, eTransact, Nigeria Interbank Settlement System, Interswitch and Central Bank of Nigeria. 6 Income from investments Treasury bills of N12.15 billion (2008: N16.75 billion) held by third parties as collateral for various transactions has been reclassified as other assets. Dividend income 44 85 44 85 11 Due from other banks

7 Operating expenses Current balances with banks within Nigeria 1,886 95,400 Current balances with banks outside Nigeria 27,848 36,395 Staff costs (note 34) 13,195 13,907 Placements with banks and discount houses 43,756 30,672 Depreciation (note 18) 2,692 2,220 73,490 162,467 Auditors' remuneration 100 100 Directors' emoluments (note 34) 228 206 Balances with banks outside Nigeria include N2.75 billion (2008: N1.81 billion) which represents the naira value of foreign Other operating expenses (note 37) 14,399 9,541 currency bank balances held on behalf of customers in respect of letters of credit transactions. The corresponding liability is included in other liabilities. (See Note 22). The amount is not available for the day to day operations of the bank. 30,614 25,974 Included in placements with banks and discount houses are placements with banks within Nigeria of N43.59 billion (2008: N29.5 billion).

44. 45. 2009 ANNUAL REPORT 2009 ANNUAL REPORT Notes to the Financial Statements Notes to the Financial Statements For the Year Ended 31 December 2009 For the Year Ended 31 December 2009

2009 2008 2009 2008 N’million N’million N’million N’million

12 Loans and advances 13 Loan loss provision and interest in suspense a. Movement in loan loss provision Overdrafts 104,899 93,185 Term loans 113,062 58,623 At start of year: Others 6,352 14,169 - Non-performing 13,672 1,434 - Performing 973 1,097 224,313 165,977 Loan loss provision (note 13a) (29,290) (14,645) 14,645 2,531 Interest in suspense (note 13b) (11,304) (6,415) Additional provision: 183,719 144,917 - Non-performing 15,049 12,737 - Performing - (124) Included in the gross loans and advances were total interest receivables from customers amounting to N2.67 Amounts written off (149) (6) billion (2008: N3.62 billion). Provision no longer required (255) (493) Analysis by performance 14,645 12,114 Performing 134,693 96,570 Non-performing: At end of year: - substandard 44,676 55,534 - Non-performing 29,290 13,672 - doubtful 22,938 2,818 - Performing - 973 - lost 22,006 11,055 29,290 14,645 224,313 165,977 b. Movement in interest-in-suspense Analysis by maturity At start of year: 6,414 2,312 Suspended during the year 5,142 5,176 0 – 30 days 93,089 40,472 Amounts written back (163) (1,038) 1-3 months 17,626 56,987 Amounts written off (89) (35) 3-6 months 1,709 18,247 6-12 months 5,243 42,998 At end of year 11,304 6,415 Over 12 months 106,646 7,273 14 Dimunition in asset values 224,313 165,977 The charge for the year is analysed as follows: Loans and advances – specific 15,049 12,737 Analysis by security Loans and advances – general – (124) Provision longer required (255) (493) Secured against real estate 17,324 21,373 Provision on advances under finance lease 158 69 Secured by shares 64,165 54,224 Provsion for off-balance sheet items 15 – Otherwise secured 119,359 80,104 Bad debt written off 249 9 Unsecured 23,465 10,276 Provision for diminution of investments 114 86 224,313 165,977 Provision for other assets 764 213

16,094 12,497

46. 47. 2009 ANNUAL REPORT 2009 ANNUAL REPORT Notes to the Financial Statements Notes to the Financial Statements For the Year Ended 31 December 2009 For the Year Ended 31 December 2009

2009 2008 2009 2008 N’million N’million N’million N’million 15 Advances under finance lease 16 Investment securities

Gross investment 8,073 11,585 Long term investments Less: Unearned income (1,729) (2,497) Debt Securities @ cost Net investment 6,344 9,088 FGN Bonds 1,379 - Less: Provision (344) (186) Unlisted equity securities @ cost 6,000 8,902 Express Discount House Limited 181 181 First Securities Discount House Limited 479 479 Performing 5,626 8,789 EDC Securities Limited 111 111 Non-performing: Afreximbank 32 32 - substandard 219 268 Valucard Nigeria Plc 5 5 - doubtful 287 10 Central Securities Clearing System 125 125 - lost 212 21 Nigerian Automated Clearing System 60 60

6,344 9,088 Card Technology Limited 200 200 SME II Partnership 99 100 Analysis by maturity National e-Government Strategies 25 25 0 – 30 days 7 370 Tinapa Business Resort Limited 500 500 1-3 months 77 89 Accion Microfinance Limited 232 171 3-6 months 159 185 Aureos West Africa Fund 180 222 6-12 months 787 1,144 3,608 2,211 Over 12 months 5,314 7,300 Provision for diminution in value (20) (18) 6,344 9,088 3,588 2,193

At start of year: Listed equity securities - Non-performing 98 44 Cadbury Nigeria Plc (market value: N1.1 million) 3 3 - Performing 88 73 Guaranty Trust Bank Plc (market value: N9.4 million) 8 8 Nigerian Breweries Plc (market value: N15.7 million) 11 11 186 117 Nig-German Chemicals Plc (market value: N8,000) 0 0 Oando Plc (market value: N15.9 million) 14 14 Additional provision: Union Bank Plc (market value: N66,000) 0 0 DAAR Communication Plc (market value: N24.5 million) 209 209 - Non-performing 158 54 Provision for diminution in value (184) (72) - Performing – 15 Provision no longer required – – 61 173

Amounts written off – – Short term investments 158 69 Debt securities @ cost At end of year: FGN Bonds 11,338 15,997 Lagos State bond - 6 - Non-performing 344 98 Crusader Insurance Plc bond 400 400 - Performing – 88 Promissory notes - 3,386 344 186 11,738 19,789 No general provision of 1% on performing loans was made during the year as a result of the waiver from the Central Bank of Nigeria and Nigerian Accounting Standards Board. Total Investment securities 15,387 22,155

48. 49. 2009 ANNUAL REPORT 2009 ANNUAL REPORT Notes to the Financial Statements Notes to the Financial Statements For the Year Ended 31 December 2009 For the Year Ended 31 December 2009

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50. 51. 2009 ANNUAL REPORT 2009 ANNUAL REPORT Notes to the Financial Statements Notes to the Financial Statements For the Year Ended 31 December 2009 For the Year Ended 31 December 2009

2009 2008 2009 2008 N’million N’million N’million N’million 22 Other liabilities 19 Customer deposits Customers' deposit for letters of credit 2,754 1,811 Current deposits 71,374 164,926 Unearned income 1,415 4,115 Savings deposits 25,676 20,684 Interest payable 7 751 Term deposits 93,012 90,759 Provision for staff gratuity (note 33) – 213 Domiciliary deposit 53,769 34,345 Account payables 8,466 5,862 Proceeds from public offers – 29 243,831 310,714 Unclaimed balances 1,363 1,020 Provision on losses for off balance sheet 18 - Included in the customer deposits were total interest payable to customers amounting to N1.44 billion (2008: Other 2,338 2,908 N683 million). 16,361 16,709 Analysis by maturity 23 Deferred taxes 0 - 30 days 206,234 276,760 1-3 months 34,216 17,974 Deferred tax liabilities (283) (283) 3-6 months 1,339 8,761 Deferred tax assets 1,356 - 6-12 months 1,844 6,951 1,073 (283) Over 12 months 198 268 243,831 310,714 Movement in deferred taxes: At start of year (283) (1,188) 20 Due to other banks (Charge)/abatement 1,356 905 At end of year 1,073 (283) Items in course of collection 2,488 2,679 Current balances with banks 2,509 1,961 Open buy back treasury bills (note 17) 12,150 16,750 24 Share capital Inter-bank taking - 2,523 Authorised 17,147 23,913 30 billion ordinary shares of 50kobo each (2008: 30 billion ordinary shares of 50kobo each) 15,000 15,000 21 Other borrowings Issued and fully paid International Finance Corporation (note 21(i)) 3,691 3,269 Deutsche Bank (note 21(ii)) 885 - i. Ordinary shares 4,576 3,269 At period start 3,609 3,609 i. The amount represents dollar denominated on-lending credit obtained from the International Finance Corporation. The facility will expire on or after 24 November 2015 and has a rate of 2.75% above 3 month's At period end 3,609 3,609 LIBOR. ii. The amount represents dollar denominated loan from Deutsche Bank with Sun and Sand Industries as the ii. Share premium beneficiary. The facility will run for 3 years at 1.8% above LIBOR payable semi-annually.

Analysis by maturity At period start 11,917 11,917

Over 12 months 4,576 3,269 At period end 11,917 11,917 4,576 3,269

52. 53. 2009 ANNUAL REPORT 2009 ANNUAL REPORT Notes to the Financial Statements Notes to the Financial Statements For the Year Ended 31 December 2009 For the Year Ended 31 December 2009

N’million N’million N’million N’million N’million 2009 2008 25 Reserves Statutory SMIEIS Capital Retained Total N’million N’million reserve reserve reserve earnings Performance bonds and guarantees 37,914 53,559 Letters of credit 20,007 39,247 At prior period start - 1 January 2008 5,496 1,150 - 5,433 12,079 Guaranteed commercial papers 32,299 80,560 Transfer to share capital - - 7,218 - 7,218 Forward exchange transaction 3,503 - Dividend paid - - - (5,197) (5,197) Transfer from profit and loss account 639 - - 1,491 2,130 93,723 173,366 At 31 December 2008/ 1 January 2009 6,135 1,150 7,218 1,727 16,230 28 Earnings/(loss) per share Transfer from profit and loss account - - - (4,588) (4,588) Earnings per share (actual) is calculated by dividing the profit after tax by the number of shares in issue during the At period end 31 December 2009 6,135 1,150 7,218 (2,861) 11,642 period, while earnings per share (basic) is calculated by using the weighted average number of shares in issue during the period as the denominator. Earnings per share (adjusted) is calculated by using the number of shares 2009 2008 outstanding as at the balance sheet date as a common denominator for all years, while earnings per share Analysis of other reserves N’million N’million (diluted) is calculated by adjusting the number of shares in issue during the period with the effects of all potential Statutory reserve 6,135 6,135 ordinary shares. SMIEIS reserve 1,150 1,150 2009 2008 Capital reserve 7,218 7,218 Loss after tax (N'million) (4,588) (5) 14,503 14,503 Net (loss)/profit attributable to shareholders (N'000) (4,588,093) (4,975) Number of shares in issue during the year (in thousands) 7,218,076 7,218,076 Nigerian banking regulations require the bank to make an annual appropriation to a statutory reserve. As stipulated by Weighted average number of shares (in thousands) 7,218,076 17,276,050 S16(1) of the Banks and Other Financial Institutions Act of 1991 (amended), an appropriation of 30% of profit after tax is Diluted number of shares (in thousands) 13,879,952 17,276,050 made if the statutory reserve is less than the paid-up share capital and 15% of profit after tax if the statutory reserve is Earnings per share (EPS) - basic (0.64k) (0.03k) greater than the paid up share capital. Earnings per share (EPS) - diluted (0.33k) (0.03k) 26 Deposit for shares Following the deposit of shares of N46.37 billion by Ecobank Transnational Incorporated, the Board of Directors of There was no change in the number of shares in issue during the period. Consequently, the weighted average Ecobank Nigeria Plc at its meeting of 12 October 2009 agreed and resolved to apply to the Securities and Exchange number of shares is the same as absolute number of shares in issue, and outstanding at period 31 December Commission for the conversion of the deposit into equity (ordinary shares) via Special Placement. The application was for 2009. However, the allotment of 6,661,876,000 ordinary shares done in January 2010 (see note 26) via Special the Special Placing of 6,661,876,000 ordinary shares of 50kobo each at N7.00 per share. Placement was considered in determining the EPS - diluted. On 6 January 2010, the Board of Ecobank Nigeria Plc approved the allotment proposal of the Joint Issuing houses for 29 Contravention with Banking Regulation 6,661,876,000 ordinary shares of N0.50k each arising from the Special Placing in favour of Ecobank Transnational Incorporated. The Bank did not contravene any provision of the Banks and Other Financial Institution Act and relevant circulars issued by the Central Bank of Nigeria. The Securities and Exchange Commission cleared the offer documents filed by the Issuing houses to the Special Placing on 28 December 2009; registered the securities/shares and granted the approval for the commencement and 30 Comparatives termination of the placing on 6 January 2010 and cleared the allotment of the shares on 2 February 2010. Where necessary, comparative figures have been adjusted to conform with changes in presentation in the current 27 Contingent liabilities and commitments year. No adjustment made resulted from changes in the accounting policy during the year. However, there was a) Legal proceedings reclassification between long and short term investments in prior year (see note 16). There were a number of legal proceedings outstanding against the Bank as at 31 December 2009 with claims totalling N6.6 billion (2008: N6.51 billion). Apart from provisions of N14.6 million made in the accounts, no further 31 Post balance sheet events provision has been made in these financial statements for outstanding legal claims because the directors, based on On 6 January 2010, the Board of Ecobank Nigeria Plc approved the allotment proposal of the Joint Issuing houses legal advice from the Bank's solicitors and legal advisors, are of the opinion that no significant liability will arise for 6,661,876,000 ordinary shares of N0.50k each arising from the Special Placing in favour of Ecobank there from. Transnational Incorporated. b) Capital commitments As at the balance sheet date, the Bank had a capital commitment of N686 million (31 December 2008: N527 miIllion) in respect of buildings and equipment purchases. c) Off balance sheet engagements In the normal course of business, the Bank is party to financial instruments with off-balance sheet risk. The instruments are used to meet the credit and other financial requirements of customers. The contractual amounts of the off-balance sheet financial instruments are:

54. 55. 2009 ANNUAL REPORT 2009 ANNUAL REPORT Notes to the Financial Statements Notes to the Financial Statements For the Year Ended 31 December 2009 For the Year Ended 31 December 2009

32 Related party transactions Intercompany balances A number of banking transactions are entered into with related parties in the normal course of business. These Affiliate include loans and deposits . The volume of related-party transactions and outstanding balances at the year-end are Loans/ Takings/ Interest Interest as follows: Placements Deposits Due To Due From Vostro Nostro Income Expense N’million N’million N’million N’million N’million N’million N’million N’million a) Risk assets outstanding as at 31 December 2009 Direct credit assets Benin – – 3 13 (2) 71 – – Included in loans and advances is an amount of N1.06 billion (2008: N0.45 billion) representing credit facilities to Burkina Faso – – 2 – – 11 – – Cameroun – – 12 6 – 16 – – companies in which certain directors and shareholders have interests. The balances as at 31 December 2009 are as Congo Brazzaville – – – – – – – – follows: Ivory Coast – – 1 1 – (5) – – EDC Ghana – – 229 5 12 – – – Name of company/individual Relationship Facility Type N’million Status Security E-Process – – 916 571 – – – – Rainbow Investcorp Chairman Overdraft 125 Performing Mortgage on Vessel ETI – – 968 2,642 – – – – Osigwe Foods & Agro Industries Company Limited Joint / Ex-chairman Term Loan 10 Not Performing All asset Debenture Ghana – – 4 – 2 (128) – – Osigwe Foods & Agro Industries Company Limited Joint / Ex-chairman Term Loan 15 Not Performing All asset Debenture Guinea – – – 4 – – – – Osigwe Foods & Agro Industries Company Limited Joint / Ex-chairman Overdraft 496 Not Performing All asset Debenture Kenya – – 1 2 – – – 5 R.T Briscoe Nigeria Limited Joint director Overdraft 228 Performing Negative Pledge Liberia – 1,495 2 15 – – – 23 Chief John Agboola Odeyemi Ex-Chairman Master Card 0.1 Performing Cash collateral Mali - – – – – – – – – Offong and Hamda Ambah Ex-Director/Spouse Mortgage 87 Performing Property Offong and Hamda Ambah Ex-Director/Spouse Master Card 3 Performing Cash collateral Malawi – – – – – – – – Hamda Abimbola Ambah Spouse of Ex-Director Master Card 1 Performing Cash collateral Niger – – – – – 4 – – Oluwagbemiga Kuye Director Mortgage 91 Performing Property Senegal – – 2 – – 17 – – Togo – 748 1 1 – 45 – 20 1,056.1 Chad – – – 1 – – – – Sierra Leone – – – - – – – 10 Off-balance engagements EDC Nigeria 4,824 276 – 6 679 – – – The Bank did not engage in any form of off-balance transactions with its related parties during the year Sao Tome – – – – 3 – – – Rwanda – – – – – – – 6 b) Deposits outstanding as at 31 December 2009 Gambia – – – 3 – 3 – – 2009 2008 Uganda – – – – – – – – EBI SA – – – – – – – – Name of company/individual Relationship Deposit Type N’million N’million Foluke Aboderin Director Demand deposit 9.6 5.1 As at 31 December 2009 4,824 2,519 2,141 3,270 694 34 – 64 Jibril Aku Director Demand deposit 3.2 4.2 Offong and Hamda Ambah Ex Director/Spouse Demand deposit 0.5 8.0 As at 31 December 2008 868 2,224 601 2,498 776 851 47 365 Anache Muazu Director Demand deposit 0.1 0.1 Wilfred Belonwu Director Demand deposit 4.1 29.5 Shared services agreement Michael Ade.Ojo Director Demand deposit 53.5 16.8 Nadu E. Denloye Director Demand deposit 0.3 0.3 The Bank has a shared service agreement with Ecobank Transnational Incorporated (ETI) under which the Bank contributes Edouard Virgile Dossou-Yovo Director Demand deposit 0.2 2.0 to the cost of receiving services from ETI and other subsidiaries. Oladisun Holloway Director Demand/Time deposit 32.3 11.1 Arnold Ekpe Ex Director Demand deposit 0.3 40.7 33 Retirement Benefits Sonny Kuku Chairman Demand deposit 0.3 3.7 The Bank operates a defined contribution pension scheme in line with the provisions of the Pensions Reform Act 2004. Oluwagbemiga Kuye Director Demand deposit 5.3 0.0 Under the scheme, the employees and the bank each contribute 7.5% of pensionable emoluments. Amounts contributed John Agboola Odeyemi Ex Chairman Demand deposit 0.9 3.6 during the year amounted to N576 million (2008: N562.3 million). Bisi Rodipe Director Demand deposit 0.4 0.7 111.0 125.8

56. 57. 2009 ANNUAL REPORT 2009 ANNUAL REPORT Notes to the Financial Statements Notes to the Financial Statements For the Year Ended 31 December 2009 For the Year Ended 31 December 2009

In addition to the defined contribution pension scheme; the Bank operates a gratuity scheme for employees who have 2009 2008 spent 10 years and above in its employment. During the year an amount of N361 million (2008: N389 million) was b) Directors N’million N’million transferred to the fund administrator. The movement in the provision for the bank's liability under the gratuity scheme is The remuneration paid to the directors of the bank was: as shown below: Fees and sitting allowances 42 43 2009 2008 Executive compensation 184 142

N’million N’million 226 185 At 1 January 213 350 Directors' other expenses 2 21 Charge for the year 201 271 Payment to separating staff (53) (19) 228 206 Transfer to fund administrator (361) (389) Fees and other emoluments disclosed above include amounts paid to: At 31 December - 213 (i) the chairman 4 6 In line with the recommendation of National Pension Commission the Bank transferred funds under the gratuity scheme to an independent funds manager (AIICO Pension Managers Limited) to manage. (ii) the highest paid director (executive) 88 52

34 Employees and Directors a) Employees The number of directors who received fees and other emoluments (excluding pension contributions) in the following ranges were: The average number of persons employed by the bank during the year by category: Number Number Below N3,000,001 3 - Number Number N3,000,001 - N4,000,000 1 4 Executive directors 5 3 N4,000,001 - N5,000,000 3 2 Management 130 138 N5,000,001 and above 8 3 Non-management 2,917 2,727 15 9 3,052 2,868 N’million N’million 35 Cash generated from operations Staff costs for the above persons (excluding executive directors): Note N’million N’million Reconciliation of profit before tax to cash Salaries and wages 11,807 11,701 generated from operations Pension cost - Defined contribution plan 576 607 Operating loss (5,944) (898) Defined benefit plan 201 271 Provision - loans and advances 14 15,049 12,613 Other employee costs and benefits 611 1,328 Provision - other assets and contingencies 14 764 213 13,195 13,907 Provision - finance leases 14 158 69 Provision - investment securities 14 114 86 The number of employees of the bank, excluding executive directors, who received emoluments in the following Provision - off-balance sheet items 14 15 - ranges were ( excluding pension contributions): Loans written off 14 249 9 Number Number Recoveries/provision no longer required 14 (255) (493) Increase in interest in suspense 4,889 4,103 Below N1,000,001 308 250 Depreciation on fixed assets 7 2,692 2,220 N1,000,001 - N2,000,000 474 353 (Gain)/loss on disposal of property and equipment (10) (12) N2,000,001 - N3,000,000 995 961 Revaluation of long term loan – 284 N3,000,001 - N4,000,000 382 399 Interest paid on long term loan 4 178 15 N4,000,001 - N5,000,000 249 248 Investment income 6 (44) (85) N5,000,001 - N6,000,000 274 292 N6,000,001 and above 365 362 Operating profit before changes in operating assets and liabilities 17,855 18,124 3,047 2,865

58. 59. 2009 ANNUAL REPORT 2009 ANNUAL REPORT Notes to the Financial Statements Financial Risk Analysis For the Year Ended 31 December 2009 For The Year Ended 31st December 2009

2009 2008 Principal credit policies N’million N’million (Increase) / decrease in operating assets: Ecobank Nigeria Plc has adopted the “Principle for the Management of Credit Risk” and “Sound Credit Assessment and Validation for Loans” issued by the Bank for International Settlements. Loans to customers (58,336) (44,968) Advances under leases 2,744 (1,567) The Board approved clearly defined policies and procedures necessary to manage credit risk within the Bank. Such Short term investment 8,051 14,795 policies and procedures include: Interest receivable and prepayment 662 - Accounts receivable (773) - I. A credit evaluation /appraisal Cash reserve balance (908) (2,636) Ii. A credit approval process, defining approval authority at various levels including authority for approval of Other assets 4,568 (22,309) exceptions: (43,992) (56,685) iii. A process for target market and risk acceptance; iv. A process for risk measurement; Increase / (decrease) in operating liabilities: v. A process to monitor and control credit exposures against approved limits; vi. Periodic examination of collateral and loan covenants; Customer deposits (66,883) 76,916 vii. A process for identification of problem loans ahead of time where there may be options available for remedial Due to other banks (6,766) 12,634 measures; Customers' deposit for foreign currency denominated transactions 943 (6,641) viii. A process for reviewing and if necessary reducing or canceling credit facility to a particular obligor where it is Interest payable (744) (92) known to be experiencing problems; Unearned income (2,700) 2,697 ix. A process for approving changes in the terms and conditions of credit approvals, including request for temporary Deposit for shares 1,296 – increase in limits and a process to ensure such excesses are brought within the approved limits within a specific Other payables 2,153 (20,719) timeframe; (72,701) 64,795 x. A process for reviewing credit facilities at least annually but more frequently if the obligor’s credit quality deteriorates; xi. Credit origination, credit administration, and loan documentation procedures; Cash (used in) /generated from operations (98,838) 26,234 xii. A management information system capable of aggregating credit exposures to a single obligor or group of related obligors, client segment, credit product, industry, geography, currency , or maturity in a timely manner. A 36 Cash and cash equivalents mechanism for independent, ongoing assessment of the credit risk management process; and For the purposes of the cash flow statement, cash and cash equivalents include: xiii. A process for reporting to the board and senior management any breaches of limits, large credit exposures, and Cash and balances with central bank (Less restricted cash) 5,980 16,132 other credit risk concentrations. Treasury bills (Note 10) 15,116 21,247 Due from banks (Note 11) 73,490 162,467 Methodology for risk rating 94,586 199,846 The Bank utilizes an internal risk system rating based on a scale of 1 to 10. A risk rating of “1” identifies obligors or transactions of the highest quality or lowest risk. A risk rating of “10” is assigned to obligor’s or transactions of lowest 37 Other operating expenses quality or highest risk. The table below provides a grid showing comparisons between the risk rating system of Ecobank and the rating scale used by Standard & Poor’s. Advertisement and business promotion 930 695 Information, communication and technology 2,060 946 Investment Quality Ecobank S & P Definition Insurance expenses 1,925 1,482 Investment Grade 1 AAA Largely risk free Consultancy and advisory expenses 2,046 528 2 AA Exceptional credit/Minimal risk Premises expenses 2,092 1,873 3 A Excellent credit/very low risk Equipment running costs 725 547 4 BBB Good credit quality/low risk Motor vehicle running costs 554 486 Non-Investment Grade 5 BB Satisfactory credit quality Cash processing costs 1,298 566 6 B Acceptable credit quality but less stable Business travels 586 600 7 CCC Risk factors deteriorating Office consumable expenses 406 429 8 CC Special mention Other operating expenses 1,777 1,389 9 C Substandard credit quality 14,399 9,541 10 D Doubtful/Loss

60. 61. 2009 ANNUAL REPORT 2009 ANNUAL REPORT Financial Risk Analysis cont’d Financial Risk Analysis cont’d

Obligors risk rated 1 to 4 are considered low risk (“investment grade”). Those risk rated 5 and 6 are considered as medium Risk limit control and mitigation policies risk, while those risk rated 7 through 10 are considered high risk. Medium and high risk obligors are also commonly The Bank manages, limits and controls concentrations of credit risk wherever they are identified – in particular, to individual categorized as “non-investment grade”. counterparties and groups, and to industries and countries. The Bank structures the levels of credit risk it undertakes by placing limits on the amount of risk accepted in relation to one borrower or groups of borrowers (single obligor limits) and to Risk rating are assigned to individual obligors (obligor risk ratings) and to individual credit facilities (facility risk rating). They geographical and industry segments. are also assigned to total facilities extended to an obligor (approval risk rating), to all the facilities extended to a group or related obligors (economic group rating), or to an entire portfolio (portfolio risk rating). Authorising level Approval limit (N) Enterprise risk review Board/Board Credit Committee 2,250 million and above The Enterprise Risk Management structure of the Bank incorporates the effective participation of the Board and senior Management Credit Committee Between 300 - 2,250 million management at different levels to provide oversight functions and ensures proper risk management environment. Managing Director 300 million Executive Director, Wholesale Banking 300 million The Board of Directors exercises its oversight of risk management as a whole and through the Board’s Risk Committee and Executive Director, Treasury and Financial Institution 300 million Audit Committee. The Board articulates the amount of risk that the Bank is willing to accept in the normal course of business Group Head, Risk Management Group 300 million (risk appetite) and sets the overall risk profile for the bank. Approval limits are set by the Board of Directors and reviewed from time to time as the circumstances of the Bank demand. The Risk Management Committee proposes risk policies and the overall approach to risk management and monitors the Exposure to credit risk is also managed through regular analysis of the ability of borrowers and potential borrowers to meet adequacy of controls, compliance with risk policies and the bank’s risk profile. The Audit Committee ensures that the interest and capital repayment obligations and by changing these lending limits where appropriate. It is worth noting that financial activities of the business are subject to independent review and external audit. no individual approving officer/director of the bank can approve alone.

The Risk Management framework comprises a comprehensive set of policies, standards, procedures and processes Some other specific control and mitigation measures are outlined below: designed to identify, measure, monitor, mitigate and report significant risk exposures in a consistent and effective manner across the Bank. (a) Collateral Credit risk The bank ensures that the source of collateral for a transaction and of repayment, as well as the purpose of the loan, must be free of any reputational risk. The direct credit risk is the probability of financial loss that the bank may suffer when a borrower is unable to repay a loan on the agreed terms. Indirect (or contingent) credit risk arises when the bank, having guaranteed contractual obligations of a Realization of collateral should be regarded only as a secondary source of repayment, providing protection in case of client, suffers financial loss when the client is unable to perform his guaranteed obligations and his commitments to the default. bank. Credit risk also exists when the bank and its client have mutual obligations to exchange (deliver) financial instruments at a future date. The risk of default before settlements, also called Pre-settlement risk, arises when the counterparty Medium and Long term loans should be priced, structured and secured in such a way that they can be sold to a third party, at defaults or goes bankrupt before the contract matures and the bank suffers a financial loss in the process of replacing the the bank’s option. unexecuted contract. When the client defaults at the time of payment, the settlement risk converts to a direct credit risk. Exposure to credit risk is also managed through regular analysis of the ability of borrowers and potential borrowers to meet Credit risk measurement interest and capital repayment obligations and by changing these lending limits where appropriate.

Credit risk measurement takes into account the actual credit exposure, the amount of loss in the event of default (also called The Bank employs a range of policies and practices to mitigate credit risk. The most traditional of these is the taking of “loss given default” or LGD), the probability of default (PD), and the severity of loss in the event of default. security for funds advances, which is common practice. The Bank implements guidelines on the acceptability of specific classes of collateral or credit risk mitigation. The principal collateral types for loans and advances are: To measure credit risk, the Bank estimates the level of the statistical expected economic loss in the event of default. This figure measures the net present value of credit costs that the Bank would face from the time of default until the end of the a. Mortgages over residential and commercial properties; recovery process. Credit costs include all provisions taken against bad debts, write-offs, fully reserved interest earned not b. Charges over business assets such as premises, inventory and accounts receivable; collected and possibly attorney fees incurred in the process of enforcing the Bank’s claims in court. Under the current c. Charges over financial instruments such as debt securities and equities. methodology, the Bank proceeds by assigning risk ratings to credit facilities of all the obligors in the credit portfolio. Then, the amount of credit exposure with a given facility risk rating is multiplied by the corresponding loss norms to arrive at a measure of loss in the event of default on the exposure involved. The weighted average loss norm provides a measure of the portfolio risk profile and portfolio risk rating.

62. 63. 2009 ANNUAL REPORT 2009 ANNUAL REPORT Financial Risk Analysis cont’d Financial Risk Analysis cont’d

(b) Credit-related commitments Non-performing loans by industry The primary purpose of these instruments is to ensure that funds are available to a customer as required. Guarantees and 2009 2008 standby letters of credit carry the same credit risk as loans. Documentary and commercial letters of credit – which are written N’ million N’ million undertakings by the Bank on behalf of a customer authorising a third party to draw drafts on the Bank up to a stipulated amount under specific terms and conditions- are collaterised by the underlying shipments of goods to which they relate and Agriculture 11 5 therefore carry less risk than a direct loan. Oil and gas 13,537 909 Capital market 36,437 48,215 Provisioning policies Consumer credit 22,293 7,716 Manufacturing 9,040 1,343 The internal and external rating systems described above focus more on credit-quality mapping from the inception of the Mining and quarrying 248 300 lending and investment activities. In contrast, loan loss provisions are recognised for financial reporting purposes only for Mortgage 875 275 losses that have been incurred at the balance sheet date based on criteria set out in the Prudential Guidelines for Licensed Real estate and construction 1,776 1,388 Bank by the CBN. Finance and insurance 1,543 693 Risk Assets (Loans and Advances, Advances under Finance Leases, Off-balance sheet direct credit substitutes, etc) Government 16 1 Transportation 285 105 Loans and advances are summarised as follows: Communication 4,191 8,680 2009 2008 Education 86 76 N’ million N’ million 90,338 69,706 Performing 140,319 105,359 Non-performing Non-performing loans by Geography - substandard 44,895 55,802 - doubtful 23,225 2,828 South south 9,887 2,315 - lost 22,218 11,076 South west 68,370 56,259 230,657 175,065 South east 1,921 905 North west – – Performing but past due loans North central 9,729 10,089 North east 431 138 Loans and advances less than 90 days past due are considered performing, unless other information is available to indicate the contrary. Gross amount of loans and advances by class to customers that were past due but performing were as follows: 90,338 69,706

Financial Concentration of risks of financial assets with credit risk exposure At 31 December 2009 Retail Corporate SME Institutions Others Total N'million N'million N'million N'million N'million N'million (a) Geographical sectors Past due up to 30 days 1,188 31 93 29 – 1,341 The following table breaks down the Bank’s main credit (due from banks, loans and advances, finance under lease) Past due up to 30 - 60 days 62 25 57 – – 144 exposure at their carrying amounts, as categorised by geographical region as of 31 December 2009.

Past due up to 60 - 90 days 80 – 20 1 14 115 For this table, the Bank has allocated exposures to regions based on the region of domicile of our counterparties. 1,330 56 170 30 14 1,600

Financial At 31 December 2008 Retail Corporate SME institutions Others Total N'million N'million N'million N'million N'million N'million Past due up to 30 days 569 3,132 526 5,629 332 10,188 Past due up to 30 - 60 days 240 337 152 2 30 761 Past due up to 60 - 90 days 248 4 45 – 276 573 1,057 3,473 723 5,631 638 11,522

64. 65. 2009 ANNUAL REPORT 2009 ANNUAL REPORT Financial Risk Analysis cont’d Financial Risk Analysis cont’d

At 31 December 2008 At 31 December 2009 Due from Loans Advances Total Due from Loans Advances under Total Banks under finance banks finance lease Nigeria lease Agriculture – 5 3 8 South south – 13,630 451 14,081 Oil and gas – 19,879 245 20,124 South west 45,481 183,374 5,062 233,917 Capital market – 51,801 – 51,801 South east – 3,169 80 3,249 Consumer credit – 42,143 6,672 48,815 North central – 23,578 725 24,303 Manufacturing – 14,515 551 15,066 North east – 562 26 588 Mining and quarrying – 132 1,158 1,290 Outside Nigeria 28,009 – – 28,009 Mortgage – 4,764 – 4,764 Real estate and construction – 17,553 29 17,582 73,490 224,313 6,344 304,147 Finance and insurance 162,467 4,077 37 166,581 Government – 2 – 2 Power – – – – At 31 December 2008 Due from Loans Advances Total Other public utilities – – – – Banks under finance Transportation – 701 355 1,056 Nigeria Communication – 10,322 38 10,360 South south – 9,671 1,048 10,719 Education – 83 – 83 South west 124,870 132,299 6,889 264,058 South east – 4,156 131 4,287 162,467 165,977 9,088 337,532 North central – 19,328 975 20,303 North east – 523 45 568 Analysis by portfolio distribution and risk rating Outside Nigeria 37,597 – – 37,597 At 31 December 2009 AAA to AA- A+ to A- BBB+ to Below BB- Unrated 162,467 165,977 9,088 337,532 BB- 2,864 1,121 123,794 102,878 – (b) Industry sectors Due from Loans Advances under Total At 31 December 2008 AAA to AA- A+ to A- BBB+ to Below BB- Unrated banks finance lease BB- At 31 December 2009 1,917 1,396 87,762 83,990 – Agriculture – 9 2 11 Oil and gas – 52,990 258 53,248 Foreign exchange risk Capital market – 63,953 – 63,953 Consumer credit – 44,942 4,514 49,456 Foreign exchange risk (or currency risk) is the risk to earnings and capital arising from sudden changes in the relative prices Manufacturing – 25,431 354 25,785 of different currencies while a bank maintains an open position in one currency or another. It can arise directly through Mining and quarrying – 310 764 1,074 trading in foreign currencies, making loans in a currency other than the local currency of the obligor, buying foreign-issued Mortgage – 5,325 – 5,325 securities, or issuing foreign-currency denominated debt as a source of funds. It can also arise when assets and liabilities Real estate and construction – 14,412 4 14,416 are denominated in foreign currencies Finance and insurance 73,490 1,371 11 74,872 Government – 17 349 366 The Bank takes on exposure to the effects of fluctuations in the prevailing foreign currency exchange rates on its financial Power – – – – position and cash flows. The Board sets limits on the level of exposure by currency and in aggregate for both overnight and Other public utilities – – – – intra day positions, which are monitored daily. The table below summarises the bank's exposure to foreign currency Transportation – 591 80 671 exchange risk at 31 December. Communication – 14,853 8 14,861 Education – 109 – 109 73,490 224,313 6,344 304,147

66. 67. 2009 ANNUAL REPORT 2009 ANNUAL REPORT Financial Risk Analysis cont’d Financial Risk Analysis cont’d

Concentrations of currency risk – on- and off-balance sheet financial instruments Liquidity risk

At 31 December 2009 Naira Dollar GBP Euro Others Total Liquidity risk is the risk to earnings or capital resulting from the inability to meet cash flow obligations in a timely and cost- N’million effective manner. Banks are exposed to the risk that depositors’ demands for repayment (or withdrawals) outstrip their Assets ability to realize longer-term assets in cash. The consequences of not being liquid can be severe and immediate. In the Cash and balances with the Central Bank 8,629 557 87 156 95 9,524 extreme case, it can lead to closure of the financial institution. There are two types of liquidity risk: Treasury bills 15,116 – – – – 15,116 Due from other banks 44,258 14,823 1,299 12,920 190 73,490 Funding liquidity risk is the risk that funds will not be available when needed to meet our financial commitments. Loans and advances to customers 146,404 37,305 2 7 1 183,719 Advances under finance lease 5,671 329 – – – 6,000 Trading liquidity risk is the risk that assets cannot be liquidated quickly enough. This can happen when the liquidity of a Investment securities 15,387 – – – – 15,387 market disappears making it difficult or costly to close or modify positions. Other assets 29,103 729 134 (36) 41 29,971 Liquidity risk management process Total financial assets 264,568 53,743 1,522 13,047 327 333,207 The Bank measures its liquidity risk by the degree of diversification of sources and maturity of deposits. Liabilities Customer deposits 186,891 43,100 1,240 12,409 191 243,831 The Bank’s liquidity management process is primarily the responsibility of the Assets and Liabilities Committee (ALCO). Due to other banks 16,400 747 – – – 17,147 Treasury is the executory arm of ALCO and its functions includes: Other borrowings – 4,576 – – – 4,576 Current income tax 213 – – – – 213 a. Day-to-day funding, managed by monitoring future cash flows to ensure that requirements can be met. This includes Other liabilities 11,341 4,465 62 463 30 16,361 replenishment of funds as they mature or are borrowed by customers. The Bank maintains an active presence in money markets to enable this to happen. 214,845 52,888 1,302 12,872 221 282,128 b. Maintaining a portfolio of highly marketable assets that can easily be liquidated as protection against any unforeseen Net on-balance sheet financial position 49,723 855 220 175 106 51,079 interruption to cash flow c. Monitoring balance sheet liquidity ratios against internal and regulatory requirements (in conjunction with financial Off balance sheet (liabilities) 24,710 74,880 (499) (5,354) (14) 93,723 control unit); and d. Managing the concentration and profile of debt maturities. At 31 December 2008 Naira Dollar GBP Euro Others Total N’million Funding approach Total financial assets 317,919 64,888 519 8,084 22,238 413,648 Sources of liquidity are regularly reviewed by Treasury to maintain a wide diversification by currency, geography, provider, product and term. Total financial liabilities 346,521 40,449 976 9,000 3,764 400,710

Net on-balance sheet financial position (28,602) 24,439 (457) (916) 18,474 12,938

Off balance sheet 67,862 90,946 92 14,466 – 173,366

68. 69. 2009 ANNUAL REPORT 2009 ANNUAL REPORT Financial Risk Analysis cont’d Financial Risk Analysis cont’d

Maturity profile – on Balance Sheet Maturity profile – On-balance Sheet 31 December 2009 Up to 1 1 – 3 3 – 6 6-12 1 – 5 Over 5 31 December 2008 Up to 1 1 – 3 3 – 6 6-12 1 – 5 Over 5 Liabilities: month months months months Years Years Total Liabilities month months months months Years Years Total N'million N'million N'million N'million N'million N'million N'million N'million N'million N'million N'million N'million N'million N'million

Customer deposits 206,234 34,216 1,339 1,844 198 – 243,831 Customer deposits 276,760 17,974 8,761 6,951 268 – 310,714 Due to other banks 2,509 12,150 2,488 – – – 17,147 Due to other banks 23,913 – – – – – 23,913 Borrowings – – – – 885 3,691 4,576 Borrowings – – – – – 3,269 3,269 Current income tax – – – 213 – – 213 Current income tax – – – 752 – – 752 Other liabilities 3,720 2,754 1,415 8,472 – – 16,361 Other liabilities 3,183 3,929 4,732 4,865 – 45,070 61,779 Deferred income tax liabilities – – – 283 – – 283 Total liabilities 212,463 49,120 5,242 10,529 1,083 3,691 282,128 Total liabilities (contractual dates) 303,856 21,903 13,493 12,851 268 48,339 400,710 Assets: Cash and balances with central banks 9,524 – – – – – 9,524 Assets: Treasury bills and other eligible bills 6,536 8,580 – – – – 15,116 Cash and balances with central banks 18,768 – – – – – 18,768 Due from other banks 73,490 – – – – – 73,490 Treasury bills and other eligible bills 2,601 9,170 6,954 802 1,720 – 21,247 Loans and advances to customers 93,089 17,626 1,709 5,243 66,052 – 183,719 Due from other banks 131,795 7,370 22,100 1,202 – – 162,467 Advances under finance lease 7 77 159 787 4,970 – 6,000 Loans and advances to customers 19,412 56,987 18,247 42,998 3,952 3,321 144,917 Investment securities 3,256 – 1,100 652 5,244 5,135 15,387 Advances under finance lease 370 89 185 1,144 4,577 2,537 8,902 Other assets 23,615 4,904 1,452 – – – 29,971 Investment securities – – 200 3,870 7,083 11,002 22,155 Deferred income tax assets – – – – 1,073 – 1,073 Other assets 15,840 16,749 694 1,305 604 - 35,192 Property and equipment – – – – – 21,382 21,382 Property and equipment – – – – 8,096 10,722 18,818

Total assets 209,517 31,187 4,420 6,682 77,339 26,517 355,662 Total assets 188,786 90,365 48,380 51,321 26,032 27,582 432,466 Gap (2,946) (17,933) (822) (3,847) 76,256 22,826 73,534 Gap (115,070) 68,462 34,887 38,470 25,764 (20,757) 31,756

70. 71. 2009 ANNUAL REPORT 2009 ANNUAL REPORT Financial Risk Analysis cont’d Financial Risk Analysis cont’d

Maturity profile – Off Balance Sheet Capital management

(A) Financial guarantees and other financial facilities Capital adequacy The Bank manages its capital base to achieve a prudent balance between maintaining capital ratios to support business Performance Bonds and financial guarantees (Note 27), are also included below based on the earliest contractual maturity date. growth and depositor confidence, and providing competitive returns to shareholders. The capital management process ensures that the Bank maintains sufficient capital levels for legal and regulatory compliance purposes. The Bank (B) Contingent letters of credits ensures that its actions do not compromise sound governance and appropriate business practices and it eliminates any Unfunded letters of credit (Note 27) are also included below based on the earliest contractual payment negative effect on payment capacity, liquidity or profitability. date. Capital adequacy and the use of regulatory capital are monitored daily by the Bank’s management, employing (c) Capital commitments techniques based on the guidelines developed by the Central Bank of Nigeria (CBN), for supervisory purposes. The Capital commitments for the acquisition of buildings and equipment (Note 27) are also part of the summary in the required information is filed with the CBN on a monthly basis. Auditors to the Bank are also required to render an annual table below: certificate to the Nigeria Deposit Insurance Corporation (NDIC) that includes the computed capital adequacy ratio of the Bank. 31 December 2009 Up to 1 1 – 3 3 – 6 6-12 1 – 5 Over 5 month months months months Years Years Total The CBN requires each bank to: N'million N'million N'million N'million N'million N'million N'million (a) hold the minimum level of the regulatory capital of N25 billion and (B) maintain a ratio of total regulatory capital to the risk-weighted asset at or above the minimum of 10%. Performance bonds and financial guarantees 1,107 5,003 5,644 5,426 20,734 – 37,914 Contingent letters of credits 7,250 10,784 1,973 – – – 20,007 The capital adequacy ratio, which reflects the capital strength of an entity compared to the minimum regulatory Bankers acceptances 2,951 4,623 88 – – – 7,662 requirement, is calculated by dividing the capital held by that entity by its risk-weighted assets. The Bank’s regulatory Guaranteed commercial papers 7,312 16,108 1,217 – – – 24,637 capital as managed by its Financial Control and Treasury Units is divided into two tiers: Forward exchange contract 3,503 – – – – – 3,503 ! Tier I capital: (primary capital) represents permanent forms of capital such as share capital, retained earnings and Capital commitments – – 686 – – – 686 reserves created by appropriations of retained earnings. The book value of goodwill is deducted in arriving at Tier 1 capital; and 22,123 36,518 9,608 5,426 20,734 – 94,409 ! Tier II capital: (secondary capital) includes preference shares, minority interests arising on consolidation, qualifying debt stock, fixed assets revaluation reserves, foreign currency revaluation reserves, general provisions subject to 31 December 2008 maximum of 1.25% of risk assets and hybrid instruments - convertible bonds.

Performance bonds and financial guarantees 28,654 7,479 2,593 9,459 5,374 – 53,559 The risk-weighted assets are measured by means of a hierarchy of five risk weights classified according to the nature of Contingent Letters of credits 20,707 10,615 5,731 2,193 – – 39,246 credit/counterparty risk and reflecting an estimate of credit risks associated with each asset and counterparty. A similar Bankers acceptances 164 176 – – – – 340 treatment is adopted for off balance sheet exposures, with some adjustments to reflect the more contingent nature of Guaranteed commercial papers 33,886 44,444 1,891 – – – 80,221 the potential losses. Capital commitments – – 527 – – – 527 The table below summarises the composition of regulatory capital and the ratios of the Bank for the years ended 31 83,411 62,714 10,742 11,652 5,374 – 173,893 December 2009 and 31, December 2008. During those two years, the Bank complied with all of the externally imposed capital requirements to which they are subject.

72. 73. 2009 ANNUAL REPORT 2009 ANNUAL REPORT Financial Risk Analysis cont’d Financial Risk Analysis cont’d

2009 2008 Operational risk: N'million N'million Operational risk is the risk of loss resulting from inadequate or failed internal processes, people and systems or external Tier 1 capital events. It is inherent in every product and service that Ecobank provides. It manifests itself in a variety of ways, including Share capital 3,609 3,609 internal fraud, external fraud, transaction processing errors, business interruption, and disputes with employees, clients Share premium 11,917 11,917 and vendors. Operational risk also includes legal risk, the risk of loss resulting from the failure to comply with laws, prudent Statutory reserves 6,135 6,135 ethical standards and contractual obligations. These events can potentially result in reputational harm to the bank SMIEIS reserve 1,150 1,150 (reputational risk). Capital reserve 7,218 7,218 Retained earnings (2,861) 1,727 Deposit for shares 46,366 – Ecobank has committed significant resources to develop a “risk-aware” culture and to ensure that all significant operational risks are identified, measured, assessed, prioritised, managed, monitored and treated in a consistent and effective manner Less: goodwill and intangible assets – – across the bank.

Total qualifying Tier 1 capital 73,534 31,756 Ecobank categorises operational risk into seven loss event categories based on their primary cause: internal fraud, external fraud, employment practices and workplace safety, disputes with clients, damage to physical assets, business disruptions Tier 2 capital and systems failure, and execution, delivery and process management.

General provision – 973 Operational risk managers within each business unit ensure that all operational risk events are recorded and reported to the appropriate management levels. Internal loss events are categorised into actual loss (an incident that has resulted in a Total qualifying Tier 2 capital – 973 financial loss),potential loss (an incident that has been discovered, that may or may not ultimately result in a financial loss) and near miss events. A near miss event is an incident that was discovered through means other than normal operating Total regulatory capital 73,534 32,729 practices and that, through good fortune or focused management action, resulted in no loss or a gain.

Risk-weighted assets: The bank monitors operational risk through risk and control self assessments, tracking of internal loss data, and monitoring of key risk indicators. Risk and control self assessments are a key components of Ecobank’s operational risk framework. It On-balance sheet 246,290 210,671 involves, on a quarterly basis, each business unit proactively identifying and assessing its significant operational risks and Off-balance sheet 58,760 115,189 the controls in place to manage those risks. The bank uses OpRisk Manager, an operational risk management application developed by HSBC, to perform its risk and control self assessments. This application also enables the collection, analysis, Total risk-weighted assets 305,050 325,860 and reporting of operational loss event data at both business and bank level and by Basel II categorization. Business units are thus able to monitor the key operational risk exposures and their underlying causes against the thresholds set by the Risk weighted Capital Adequacy Ratio (CAR) 24% 10% bank. The bank analyses the impact of unlikely, but not impossible events by means of scenario analysis, which enable management to gain a better understanding of the risks that it faces under extreme conditions. Both historical and hypothetical events are tested.

Strategic and franchise risks:

Strategic and franchise risks arise whenever the bank launches a new product or a new service or when it implements a strategy. The risk is that the strategy may fail, causing damage to the bank’s image, which may impair the bank’s ability to generate or retain business. However, the bank always carefully assesses both the impact of external factors on its strategic choices (strategic risk) and the feed-back from clients, shareholders and regulators on its results and capital (franchise risk).

74. 75. 2009 ANNUAL REPORT 2009 ANNUAL REPORT Statement of Value Added Five Year Financial Summary

2009 2008 Balance Sheet 2009 2008 2007 2006 2005 N'million % N'million % N'million N'million N'million N'million N'million

Gross income 59,864 55,156 Assets Cash and balances with the central bank 9,524 18,768 12,927 8,764 1,426 Interest paid: Treasury bills and other eligible bills 15,116 21,247 47,393 2,436 9,712 Local (18,292) (14,689) Due from other banks 73,490 162,467 84,142 41,974 31,940 Foreign (750) (730) Loans and advances to customers 183,719 144,917 116,181 52,279 19,131 Administrative overheads (12,073) (9,733) Advances under finance lease 6,000 8,902 7,404 2,108 – Investment securities 15,387 22,155 24,261 13,889 959 Value added 28,749 100% 30,004 100% Other assets 29,971 35,192 4,835 4,272 981 Assets on lease – – – – 1,138 Distribution Deferred income tax asset 1,073 – – – – Property and equipment 21,382 18,818 14,253 6,370 2,366 Employees 355,662 432,466 311,396 132,092 67,653 – Salaries and benefits 13,195 46% 14,050 47%

Financed by: Government – Taxation 1,356 5% (893) (3%) Share capital 3,609 3,609 10,827 10,827 5,414 Share premium 11,917 11,917 11,917 11,917 11,917 The future Reserves 11,642 16,230 12,078 6,577 9,406 – Asset replacement (depreciation) 2,692 9% 2,220 7% Customer deposits 243,831 310,714 222,885 84,041 32,452 – Asset replacement (loan loss provision) 16,094 56% 12,497 42% Due to other banks 17,147 23,913 8,600 – – – Expansion (transfers to reserves) (4,588) (16%) 2,130 7% Deposit for shares 46,366 45,070 – – – Borrowed funds 4,576 3,269 – – – 28,749 100% 30,004 100% Current income tax 213 752 1,885 1,440 478 Other liabilities 16,361 16,709 42,016 16,859 7,502 Deferred tax liabilities – 283 1,188 431 484 Retirement benefit obligations – – – – –

355,662 432,466 311,396 132,092 67,653

Acceptances and guarantees 93,723 173,366 88,088 68,878 30,371

76. 77. 2009 ANNUAL REPORT 2009 ANNUAL REPORT Five Year Financial Summary Proposed Resolutions

Profit and loss Account: 2009 2008 2007 2006 2005 Resolution 1: N'million N'million N'million -N'million N'million That the General Meeting approves and adopts the Report of the Directors, the Audited Accounts as at December Gross Earnings 59,864 55,156 32,710 17,258 9,303 31, 2009, the Auditors Report thereon and the Audit Committee’s Report and that the Directors be discharged from their respective responsibilities to the Company in respect of the Audited Accounts.

Profit before taxation (5,944) (898) 10,096 5,012 2,265 Resolution 2a: That the General Meeting approves that the resolution proposing the re-election of Chief Wilfred Belonwu and Taxation 1,356 893 (2,646) (1,453) (597) Dr. (Mrs.) Nadu Denloye, directors retiring by rotation be taken in one vote. Profit after taxation (4,588) (5) 7,450 3,559 1,668 Resolution 2b: Proposed dividend — — 24k — 9k That the General Meeting approves that the resolution proposing the re-election of Chief Wilfred Belonwu and Dr. (Mrs.) E. Nadu Denloye, independent directors retiring by rotation in accordance with Article 93, be re-elected Earnings per share (basic) (0.64k) (0.03k) 34k 27k 15k as directors. Earnings per share (diluted) (0.33k) (0.03k) 34k 49k 23k Resolution 3: Number of business offices 256 240 200 131 46 That the General Meeting renews the appointment of the Auditors, PricewaterhouseCoopers for a term of one year only from the date of this Annual General Meeting and that the directors be and are hereby authorized to fix the remuneration of the auditors.

Resolution 4: That the General Meeting elects members of the Audit Committee for the ensuing year.

SPECIAL BUSINESS

Resolution 5: That the General Meeting approves the remuneration of non-executive directors, not exceeding N60,000,000.00 for the 2010 financial year.

Resolution 6a: That the General Meeting approves that the resolution proposing the ratification of appointment of Mr. Oladisun Holloway, Mrs. Evelyne Tall, Mr. Kola Karim, Mrs. Ibironke Wilson, Mrs. Morenike Adepoju and Ms. Esijolone Okorodudu, who were appointed since the last Annual General Meeting (AGM) be taken in one vote.

Resolution 6b: That the appointments of Mr. Oladisun Holloway, Mr. Kola Karim, Mrs. Evelyne Tall, Mrs. Ibironke Wilson, Mrs. Morenike Adepoju and Ms. Esijolone Okorodudu as directors be ratified by the General Meeting.

By Order of the Board:

Adenike Laoye Company Secretary

78. 79. 2009 ANNUAL REPORT 2009 ANNUAL REPORT Share Capital History

Report of the External Consultant on the Board Appraisal The following changes have taken place in the Bank's authorised and issued capital since incorporation: We conducted the appraisal of the Board of Directors (“the Board”) of Ecobank Nigeria Plc (“the Bank”) for the year ended 31 December, 2009 in accordance with the standards set by the Central Bank of Nigeria (CBN) Code Date Issued Authorised Issued Fully Paid Nominal Value Remarks of Corporate Governance for Banks in Nigeria Post Consolidation (“the CBN Code”). Corporate governance is the system by which business corporations are directed and controlled to enhance performance and long-term From To From To shareholder value. N (000) N (000) N (000) N (000) 1986 25,000 25,000 – – N1.00 We reviewed the Bank's corporate governance report included on pages 27 to 30 of the Annual Report for the 1989 25,000 50,000 25,000 25,000 N1.00 Cash year ended 31 December 2009 as prepared by the Board, and assessed the level of compliance of the Board 1991 – 50,000 7,500 32,500 N1.00 Bonus with the CBN Code. 1992 50,000 100,000 6,500 39,000 N1.00 Bonus 1994 – 100,000 50,000 89,000 N1.00 Cash The principal recommendations arising from our appraisal of the Board of Ecobank Nigeria Plc, in accordance with the CBN Code, were in the following areas: frequency of the statutory audit committee meetings and 1996 150,000 250,000 44,500 133,500 N1.00 Bonus induction training for new Directors. 1997 750,000 1,000,000 400,500 534,000 N1.00 Bonus 1999 – 1,000,000 118,667 652,667 N1.00 Cash 2001 1,000,000 2,000,000 435,110 1,087,778 N1.00 Bonus 2003 – 2,000,000 435,111 1,522,889 N1.00 Bonus Dimeji Salaudeen Partner, KPMG Professional Services 2004 – 2,000,000 217,556 1,740,445 N1.00 Bonus 27 May 2010 2005 4,000,000 6,000,000 3,325,023 5,065,468 N0.50 Cash (STOCK SPLIT) 2005 – 6,000,000 348,089 5,413,557 N0.50 Bonus 2006 9,000,000 15,000,000 5,413,557 10,827,114 N0.50 Bonus 2007 – 15,000,000 – 10,827,114 N0.50 2008 – – – 3,609,037 N0.50 Reconstruction 2009 – – – 3,609,037 N0.50 Reconstruction

80. 81. 2009 ANNUAL REPORT 2009 ANNUAL REPORT Proxy Form

22ND ANNUAL GENERAL MEETING TO BE HELD AT SHELL HALL, MUSON CENTRE, ONIKAN, LAGOS ON WEDNESDAY, Notes JUNE 30TH, 2010 AT 11.OOA.M RESOLUTIONS FOR AGAINST I/VVE ______To receive and consider the Report being a member/members of ECOBANK NIGERIA PLC, of the Directors, the Audited hereby appoint ______or Financial Statements as at 31st failing him, the Chairman of the meeting as my/our proxy to act December, 2009, the Auditors Report thereon and the Audit and vote for me/us and on my/our behalf at the 22nd Annual Committee's Report. General Meeting of the Company to be held on Wednesday, June 30th 2010 or at any adjournment thereof. To re-elect Directors retiring by rotation.

Dated this ______day of ______2010. To reappoint the auditors for a term of one year only and Shareholder’s Signature ______authorize Directors to fix the remuneration of the Auditors. IF YOU ARE UNABLE TO ATTEND THE MEETING To elect members of the Audit A member (Shareholder) who is unable to attend an Annual Committee for the ensuing year. General Meeting is allowed by law to vote by proxy. The above proxy form has been prepared to enable you exercise your right To approve the remuneration of Non-Executive Directors. to vote, in case you cannot personally attend the meeting. To appoint new Directors. Please sign this proxy form and forward it, so as to reach the office of the Secretary, 7th Floor, Plot 21 , Ahmadu Bello VVay, Victoria Island, Lagos not later than 48 hours before the time Please indicate with “X" in the fixed for the meeting. If executed by a Corporation, the Proxy appropriate square how you wish your Form should be duly executed by the appointor. votes to be cast on the resolutions set out above. Unless otherwise instructed, the proxy will vote or abstain from voting at It is a requirement of the law under the Stamp Duties Act Cap 411 his discretion. Laws of the Federation of Nigeria, 1990 that any instrument of proxy to be used for the purpose of voting by any person entitled to vote at any meeting of shareholders must be stamped by the Commissioner for Stamp Duties.

The Proxy must produce the Admission Card below to obtain entrance to the Meeting.

22nd Annual General Meeting ADMISSION CARD

Please admit the Shareholder named on this card or his duly appointed proxy to the Annual General Meeting of the company to be held on June 30th, 2010 at the

Name:

Address:

Signature:

Number of Shares: ECOBANK NIGERIA PLC SECURITIES LIMITED RC 89773 EDC 137/139, BROAD STREET, LAGOS. 01-7301260-1

MANDATE FOR e-DIVIDEND PAYMENT

It is our pleasure to inform you that you can henceforth, collect your dividend through DIRECT CREDIT into your Bank Account. Consequently, we hereby request you to provide the following information to enable us process direct payment of your dividend (when declared) into your bank account. Shareholder’s Account Number Date (DD/MM/YYY)

Surname/Company’s Name

Other Names (for Individual Shareholder)

Present Poastal Address

City State

Email Address

Mobile (GSM) Phone Number

Bank Name

Branch Address

Bank Account Number

Bank Sort Code

I/WE hereby that from now, all dividend warrant(s) due to me/us from my/our holding(s) in all the companies you are Registrars to be mandated to my/our Bank named above.

Company’s Seal/Incorporation Number (Corproate Shareholder)

Shareholder’s Signature or Thumbprint Shareholder’s Signature or Thumbprint

AUTHORISED SIGNATURE & STAMP OF BANKERS