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pg1 CONTENT Notice of Annual General Meeting 5 Financial Highlights 7 Chairman’s Report 8 Group Chief Executive’s Report 10 Report of the Directors 23 Report of the Audit Committee 50 pg2 Vision To be the premier company driven by exellence Mission To be the leading integrated energy solutions provider pg3 BOARD OF DIRECTORS PROFESSIONAL ADVISERS: BANKS Major General M. Magoro (Rtd.) OFR, Chief Compliance Officer Access Bank PLC PSC, Chairman, Non-Executive Director & Company Secretary Access Bank, UK Galadiman Zuru Oredeji K. Delano (Mrs.) Afribank PLC BNP Paribas , Paris Mr. J.A. Tinubu Chief Financial Officer, Citibank, UK Group Chief Executive Mr. Olufemi Adeyemo Citibank Nigeria Limited Ecobank PLC Mr. O. Boyo Chief Legal Officer, Fidelity Bank PLC Deputy Group Chief Executive Mrs. Ronke Sokefun First Bank of Nigeria PLC First City Monument Bank PLC Mr. Mobolaji Osunsanya Registered Office: First Securities Discount House Limited (FSDH) Group Executive Director 2, Ajose Adeogun Street, Victoria Island, Lagos Guaranty Trust Bank PLC ING Bank N.V London Mr. A. Akinrele SAN Auditors: Intercontinental Bank PLC Non-Executive Director PricewaterhouseCoopers, Kakawa Discount House Limited (KDH) Oceanic International Bank PLC Chief F.N Atako JP 252 E, Muri Okunola Street, Victoria Island, Lagos Platinum Habib Bank PLC Non-Executive Director Standard Chartered Bank Nigeria Limited The Registrars & Transfer Offices: Standard Chartered Bank PLC, UK HRM Michael A. Gbadebo, CFR, StanbicIBTC Bank PLC The Alake of Egbaland First Registrars Nigeria Limited, Plot 2, Abebe Village Road, Iganmu, Lagos Standard Bank, London Non-Executive Director Sterling Bank PLC Computershare Investor Services Union Bank of Nigeria PLC Mr. Navaid Burney United Bank for Africa PLC Non-Executive Director (Proprietary) Limited, 70, Marshall Street, Johannesburg, 2001, P. O. Box 61051, Marshall United Bank for Africa, New York town, 2107, South Africa Unity Bank PLC Mr. V. O. Ibru WEMA Bank PLC Non-Executive Director Investor Relations Officer (Retail): Zenith Bank PLC Alhaji H. Mahmud Walin Mubi Ms. Adenike Olaniyan Non-Executive Director Mr. O.P Okoloko Non-Executive Director Mr. Ike Osakwe Non-Executive Director pg4 NOTICE OF ANNUAL GENERAL MEETING NOTICE IS HEREBY GIVEN that the Thirty-Second Annual General Meeting of Oando Plc executive directors with effect from 1 January 2009; which fees are payable (the “Company”) will be held at Akwa Ibom State Hall (Ibom Hall), Babangida Avenue, Uyo, quarterly in arrears”. Akwa Ibom State on Thursday, the 30th day of July 2009 at 10:00 a.m. for the purposes of: (ii) To consider, and if approved, to pass with or without modification, the following special resolutions to alter the Articles of Association of the Company: 1. Transacting the following ordinary business: a) “It is hereby resolved that Article 140 of the Company’s Articles of Association 1.1 To present the annual financial statements of the Company and of the Group be and is hereby amended as follows: for the year ended 31 December 2008 and Reports of Directors and Auditors (i) the words “and or electronic” should be inserted after the word thereon; “printed”; 1.2 To receive the Report of the Audit Committee; (ii) the existing Article 140 be renumbered Article 140(a); 1.3 To declare the final dividend of N3.00 recommended by the directors of the (iii) a new Article 140(b) be inserted as follows: “Electronic copy means Company; a method of electronic communication which includes, but is not limited to, facsimile, electronic data message (including but not 1.4 To elect members of the Audit Committee; limited to e-mail), bulletin board communications, internet websites, ms-word, excel spreadsheet, print portable document file (pdf), 1.5 To re-appoint the Auditors; hypertext mark-up language (html) or similar text displayed via a web browser, electronic data interchange (EDI), Compact Disc, 1.6 To authorise the directors of the Company to fix the remuneration of the memory stick and computer network communications.” Auditors; b) “It is hereby resolved that Article 108 of the Articles of Association be deleted 1.7 To re-elect the following directors who in accordance with Articles 91 and 93 and the following Article be adopted as the new Article 108: of the Company’s Articles of Association, retire by rotation, but are eligible and offer themselves for re-election: “The quorum necessary for the transaction of the business of the Directors may be fixed by the Directors and unless so fixed shall be more than half of • Mr. Oboden Ibru the total number of Directors at any point in time, with at least half of the • Alhaji Hamidu Mahmud number present being non-executive directors”. • Mr. Onajite Okoloko (iii) To consider, and if approved, to pass with or without modification, the following (Please refer to pages 31 to 32 of the annual report of which this notice forms part sub-joined special resolution: for a brief curriculum vitae of each director). a. That pursuant to Article 84 of the Company’s Articles of Association, the 1.8 To appoint Mr. Olufemi Adeyemo as a director of the Company. Directors be and are hereby authorized to raise, whether by way of a public (Please refer to page 30 of the annual report of which this notice forms part for a offering or other methods, additional capital of up to N200,000,000,000 (Two brief curriculum vitae). Hundred Billion Naira) through the issuance of shares, convertible or non- convertible loans, medium term notes, notes, bonds and or any other 2 Transacting the following special business: instruments, in such tranches, series or proportions, at such coupon or interest rates, within such maturity periods, and on such other terms and (i) To consider, and if approved, to pass with or without modification, the following conditions; including through a book building process or other process all of ordinary resolution to fix the remuneration of the non-executive directors: which shall be as determined by the Directors, subject to obtaining the approvals of relevant regulatory authorities”. “It is hereby resolved that the fees payable to the non-executive directors of b. “That the Directors be and are hereby authorized to enter into any agreements the Company be increased from N850,000.00 per annum for the Chairman and or execute any other documents necessary for and or incidental to effecting and N750,000.00 each per annum for all other non-executive directors to resolution (a) above”. N1,000,000.00 per annum for the Chairman and N900,000.00 for all other non- pg5 c. “That the Directors be and are hereby authorized to appoint such professional Dividend Payment parties and perform all such other acts and do all such other things as may be necessary for or incidental to effecting the above resolutions, including without If the dividend of N3.00 recommended is approved and declared, those shareholders limitation, complying with directives of any regulatory authority.” whose names appear in the Company’s Register of Members kept in Nigeria as at the close of business on 3rd of July, 2009, shall have dividend warrants posted to them or have their (iv) To consider, and if approved, to pass with or without modification, the following designated bank accounts credited directly on the 3rd day of August 2009. Dividends due as a special resolution: to Shareholders whose names appear on the South African Register of Members at the close of business on the 3rd of July 2009 (certificated or dematerialized), will, on the 3rd of “That the Directors be and are hereby authorized to divest and/or transfer up to 49% August 2009, either be electronically transferred to shareholders’ bank accounts or, in the of the Company’s shareholding in Oando Marketing Limited at such times, to such absence of suitable mandates have dividend cheques posted to them, or will have their persons and or entities and on such terms and conditions as may be determined by accounts, at their CSDP or broker credited. the Directors, in accordance with any applicable statutory and or regulatory requirements”. Closure of Registers of Members Voting and Proxies The Registers of Members and Transfer Books of the Company (Nigerian and South African) will be closed between the 6th July and 10th July 2009 (both days inclusive) in terms On a show of hands, every member present in person or by proxy shall have one vote, and of the provisions of Section 89 of the Companies and Allied Matters Act Cap. C20 Laws of on a poll, every member shall have one vote for each share of which he is the holder. the Federation 2004 (the “Companies Act”). A member of the Company entitled to attend and vote at the annual general meeting (the “Meeting”) is entitled to appoint a proxy to attend, speak and vote instead of that member. Nomination for the Audit Committee A proxy need not be a member of the Company. In accordance with Section 359 (5) of the Companies Act, any member may nominate a shareholder as a member of the Audit Committee, by giving notice in writing of such Registered holders of certificated shares and holders of dematerialised shares in their own nomination to the Company Secretary at least 21 days before the Meeting. name who are unable to attend the Meeting and who wish to be represented at the Meeting, must complete and return the attached form of proxy in accordance with the Dated this 3rd day of July 2009 instructions contained in the form of proxy so as to be received by the share registrars, First Registrars Nigeria Limited at Plot 2, Abebe Village Road, Iganmu, Lagos, or Computershare By the Order of the Board Investor Services (Proprietary) Limited, 70, Marshall Street, Johannesburg, 2001, P.

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