MAUREL & PROM NIGERIA A French limited liability company (société anonyme) with a share capital of EUR 133,433,534.30 Registered office: 12 rue Volney, 75002 Paris R.C.S. Paris 517 518 247 ENGLISH LANGUAGE TRANSLATION FOR INFORMATION PURPOSES ONLY This document is a free translation of the French language prospectus that received from the Autorité des marchés financiers (the "AMF") visa number 11-511 on 4 November 2011. It has not been approved by the AMF. This translation has been prepared solely for the information and convenience of shareholders of Etablissements Maurel & Prom S.A. No assurances are given as to the accuracy or completeness of this translation, and Etablissements Maurel & Prom and Maurel & Prom Nigeria assume no responsibility with respect to this translation or any misstatement or omission that may be contained therein. In the event of any ambiguity or discrepancy between this translation and the French Prospectus, the French Prospectus shall prevail. MAUREL & PROM NIGERIA A French limited liability company (société anonyme) with a share capital of EUR 133,433,534.30 Registered office: 12 rue Volney, 75002 Paris R.C.S. Paris 517 518 247 PROSPECTUS PREPARED IN CONNECTION WITH THE ADMISSION OF MAUREL & PROM NIGERIA SHARES TO TRADING ON THE REGULATED MARKET OF NYSE EURONEXT IN PARIS WITHIN THE CONTEXT OF THE ALLOCATION OF MAUREL & PROM NIGERIA SHARES TO THE SHAREHOLDERS OF ETABLISSEMENTS MAUREL & PROM Pursuant to Articles L. 412-1 and L. 621-8 of the French Monetary and Financial Code and Articles 211-1 to 216-1 of its General Regulations, the French Autorité des Marchés Financiers (AMF) approved the present prospectus under number 11-511 on 4 November 2011. This prospectus has been issued by Etablissements Maurel & Prom and Maurel & Prom Nigeria; the signatories of this prospectus assume responsibility for its contents pursuant to section 1 hereunder. In accordance with the provisions of Article L. 621-8-1-I of the French Monetary and Financial Code, this approval was issued further to a verification by the AMF that this document is complete and comprehensible and that the information it contains is consistent. It does not imply that the AMF endorses the proposed transaction or that it has validated the financial and accounting items presented in this document. Copies of this prospectus may be obtained free of charge from Maurel & Prom Nigeria (12 rue Volney, 75002 Paris) and Etablissements Maurel & Prom (12 rue Volney, 75002 Paris), as well as from the websites of Maurel & Prom Nigeria (www.mpnigeria.com), Etablissements Maurel & Prom (www.maureletprom.fr) and the AMF (www.amf-france.org). 1 NOTICE Preliminary remarks In this prospectus: - The terms "Maurel & Prom Nigeria" or the "Company" mean Maurel & Prom Nigeria as more fully described in section 5.1.1 of this prospectus; - The term "Seplat" means Seplat Petroleum Development Company Limited, more fully described in section 5.1.2 of this prospectus; - The term "Maurel & Prom" means Etablissements Maurel & Prom SA, a French limited liability company (société anonyme) with a share capital of EUR 93,476,253.64 having its registered office at 12 rue Volney, 75002 Paris, and registered with the Paris Trade and Companies Register (Registre du Commerce et des Sociétés) under number 457 202 331; - The term "Maurel & Prom Group" means the Maurel & Prom group, namely Maurel & Prom and all of the subsidiaries and interests directly or indirectly held by Maurel & Prom; - The term "Shebah" means Shebah Petroleum (JV) Limited (BVI), more fully described in section 5.1.2.5(a) of this prospectus; - The term "Platform" means Platform Petroleum (JV) Limited (BVI), more fully described in section 5.1.2.5(b) of this prospectus; - The term "Partners" means Shebah and Platform, together with their respective holding companies, the Nigerian companies Shebah Petroleum Development Company Limited and Platform Joint Ventures, as more fully described in section 5.1.2.5 of this prospectus; - The term "Pacifio" means the Compagnie de Participations Commerciales Industrielles et Financières – Pacifico, a French limited liability company (société anonyme) with a share capital of EUR 1,196,736.48 euros having its registered office at 12, rue Volney 75002 Paris and registered with the Paris Trade and Companies Register (Registre du Commerce et des Sociétés) under number 362 500 274; and - The term "Distribution" means the distribution of all Company shares to the shareholders of Maurel & Prom that is the subject of this prospectus, which is more fully described in section 26.1 of this prospectus. A glossary defining the technical terms used in this prospectus is included at the end of this document. Approval by the shareholders of Maurel & Prom Please note that the implementation of the Distribution is subject to the approval of the shareholders of Maurel & Prom, convened to meet on 12 December 2011 at an ordinary general meeting, by a resolution to be carried by simple majority vote of the shareholders present or represented. There is a possibility that this legal majority may not be met at the ordinary general meeting of Maurel & Prom and, as a result, that the Distribution may not take place. If this is the case, the Company's shares will not be admitted to trading on the regulated market of NYSE Euronext in Paris. 2 Forward-looking statements This prospectus contains "forward-looking statements", within the meaning of Section 27A of the US Securities Act of 1933 (the "Securities Act") and Section 21E of the US Securities Exchange Act of 1934 (the "Exchange Act"), regarding the belief or current expectations of the Company, its Directors and other members of its senior management about the Company's outlook and development strategies as well as the transactions described in this prospectus, particularly in section 10.4.1 of this prospectus. These indications may be identified by the use of the future or conditional tenses or by forward-looking terminology such as "consider", "envision", "think", "have the objective of", "anticipate", "intend", "should", "aspire", "estimate", "believe", "hope" and "may" or, where applicable, the negative form of these terms or any other variation thereof or comparable terminology. These indications are not historical data and should not be construed as an assurance that the facts and data presented will arise. They are based on data, assumptions and estimates that are considered to be reasonable by the Company. This information may change or be altered due to uncertainties relating, among others, to the economic, financial, competitive and regulatory environment. They are given in various sections of this prospectus and contain data relating to the Company's intentions, estimates and objectives, particularly those concerning the market in which it operates and its strategy, growth, results, financial position, cash flow and forecasts. The forward-looking statements contained in this prospectus are current as at the prospectus date. These statements are further qualified by the risk factors disclosed in this prospectus that could cause actual results to differ materially from those in the forward-looking statements. The Company cannot anticipate all risks, uncertainties or other factors that may affect its business, their potential impact on its business or even the extent to which the realisation of a risk or combination of risks could lead to results significantly different from those mentioned in the forward-looking statements, it being specified that no forward-looking statement constitutes a guarantee of actual performance. The Company makes no commitment and gives no assurance as to the fulfilment of the objectives and forecasts set forth in this prospectus. From the date of the AMF's approval of this prospectus and the date set for the admission of Maurel & Prom Nigeria shares to trading on the regulated market of NYSE Euronext in Paris, the Company will communicate to the market all updated information that could have a material impact on its business, financial position, future prospects or results, in compliance with the applicable regulations. From the date on which the shares are listed on the regulated market of NYSE Euronext in Paris, the Company will comply with the obligations to provide information applicable to all companies listed on the regulated market of NYSE Euronext in Paris. Equality of access to information The information set out in this prospectus, considered on the date of the said prospectus, is such that equality of access to information between the different shareholders can be maintained with respect to the Company in every significant point. Risk factors This prospectus includes risk factors, described in section 4 "Risk factors", which should be carefully considered. Should all or some of these risks be realised, they could have a significant adverse impact on the Company and its business, image, financial position, results or ability to fulfil its objectives. * * * 3 As no securities are being offered for sale or subscription within the context of the Distribution, this prospectus was prepared solely for the purposes of admission of the Company's shares to trading on the regulated market of NYSE Euronext in Paris and does not constitute (i) a public or private offer for sale or subscription or a solicitation of an offer for the purchase or subscription of Maurel & Prom Nigeria shares described in this prospectus or (ii) a solicitation with a view to obtaining consent or a favourable vote for the approval of the transactions described in this prospectus or (iii) any other transaction, particularly a solicitation, in any jurisdiction in which such a transaction is not authorised by the laws of that jurisdiction. The Company's shares have not been and are not required to be registered under the Securities Act. The Company's shares have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission in the United States or any US regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering of the Company's shares or the accuracy or adequacy of this document.