2019 Annual Report & Accounts Exploration & Production Plc 2 N IN G I EG RE R D ED LE T L AT A E XE PX LP O L RO AR TA IT O I NO N & & P RP OR DO UD CU TC IT O I NO N P LP C. L C. At dawn 2 0 1 9 A N N U A L R E P O R T & A C C O U N T S 3 Contents Notice of Annual General Meeting 5 The Board of Directors 6 Founding Fathers 8 Chairman’s Statement 10 The Decade Story 17 CEO’s Statement 18 Sustainability Report 28 Report of The Directors 34 Statement of Directors’ Responsibilities 38 Independent Auditors’ Report 39 Report of the Audit Committee 42 Consolidated and Separate Statement of Profit or Loss and Other Comprehensive Income 43 Consolidated and Separate Statement of Financial Position 44 Consolidated and Separate Statement of Changes in Equity 45 Consolidated and Separate Statement of Cash Flows 47 Notes to the Consolidated and Separate Financial Statements 48 Consolidated and Separate Statement of Value Added 110 Five-Year Financial Summary 111 Total Proven Recoverable Reserves 113 Consolidated and Separate Statement of Profit or Loss and Other Comprehensive Income (in USD) 115 Consolidated and Separate Statement of Financial Position (in USD) 116 Consolidated and Separate Statement of Changes in Equity (in USD) 117 Consolidated And Separate Statement of Cash Flows (in USD) 119 Notes to the Consolidated and Separate Financial Statements (in USD) 120 Unclaimed Dividends 138 Proxy Form 151 Mandate for E-Dividend Payment Form 153 Shareholder Information Update Form 155 4 N I G E R D E L T A E X P L O R A T I O N & P R O D U C T I O N P L C. Corporate Information AS AT 31 DECEMBER 2019 Directors Registration Number: 191616 Mr. Ladi Jadesimi Chairman Dr. Layi Fatona Chief Executive Officer Registered Office: 15 Babatunde Jose Road, Mr. Afolabi Oladele Non-Executive Director Victoria Island, Mr. Thierry Georger Non-Executive Director Lagos, Nigeria. Mr. Osten Olorunsola Non-Executive Director Mr. Ede Osayande Non-Executive Director Auditor: Deloitte & Touche Mr. Gbenga Adetoro Non-Executive Director Civic Tower, Plot GA 1, Ozumba Mbadiwe Avenue Victoria Island, Lagos. Company Secretary Ms. Titilola Omisore Bankers: Access Bank Plc No 14/15, Prince Alaba Oniru Road, Victoria Island, Lagos. Bank of Industry Limited 23, Marina Street, Lagos Island, Lagos. First City Monument Bank Limited 11B Adeola Odeku Street, Victoria Island, Lagos. Guaranty Trust Bank Plc Plot 635 Akin Adesola Street, Victoria Island, Lagos. Polaris Bank Limited 3 Akin Adesola Street, Victoria Island, Lagos. Solicitors: Aluko & Oyebode No 1 Muritala Mohammed Drive, (Formerly Bank Road), Ikoyi, Lagos. Akindelano Legal Practitioners 21 Military Road, Onikan, Lagos. 2 0 1 9 A N N U A L R E P O R T & A C C O U N T S 5 Notice Of Annual General Meeting Exploration & Production Plc NOTICE IS HEREBY GIVEN that the Twenty-Fifth (25th) Annual General The stamp duties for all Proxy Forms shall be prepaid by the Meeting of the members of NIGER DELTA EXPLORATION & PRODUCTION PLC Company in accordance with the guidelines of the CAC. will hold on Wednesday, the 17th day of June 2020, at the Board Room of ii. DIVIDEND the Company situated at No. 15 Babatunde Jose Road, Victoria Island, Lagos If dividend of N17.00 (Seventeen Naira Only) per every ordinary at 11:00a.m. to transact the following ORDINARY business: share recommended by the Board of Directors is approved and 1. To lay before the members the Audited Financial Statements for the declared, shareholders whose names appear in the Register year ended 31st December 2019 and the Report of the Directors, of Members as at the close of business on Friday the 29th day Auditors and Audit Committee thereon. of May 2020 and have executed their e-mandate forms will 2. To declare a dividend. receive a direct credit of their dividend into their respective bank 3. To re-elect Directors retiring by rotation. accounts on the date of the Annual General Meeting. 4. To re-appoint Auditors. Shareholders who are yet to execute their e-mandate forms 5. To authorize the Directors to determine the remuneration of the should complete the detachable application form for e-dividend Auditors. attached to the Annual Report and deliver same to the 6. To re-elect/elect members of the Company Audit Committee. Registrars either at their registered address at 9 Amodu Ojikutu Dated this 26th May 2020 Street, Victoria Island, Lagos or send via email to Customercare@ unitedsecuritieslimited.com to facilitate payment. BY ORDER OF THE BOARD iii. AUDIT COMMITTEE In accordance with Section 359(5) of the Companies and Allied Titilola O. Omisore Matters Act Cap C20 Laws of the Federation of Nigeria 2004, any member may nominate a shareholder as a member of the Audit COMPANY SECRETARY Committee by giving notice in writing of such nomination to the FRC/2013/NBA/00000003574 Company Secretary at least 21 (Twenty-One) days before the Annual General Meeting. NOTES: i. PROXY iv. UNCLAIMED DIVIDENDS In accordance with the Guidelines provided by the Corporate Affairs All shareholders are hereby informed that the Registrars of Commission (CAC) on the holding of Annual General Meetings in the era of the Company have details of shareholders with “unclaimed” the COVID-19 pandemic, all members of the Company shall attend and vote dividends. All shareholders are encouraged to complete at the meeting only by proxies. Accordingly, Proxy Forms shall be sent to the e-dividend Mandate Forms to ensure that all outstanding addresses of members whose names appear on the Register of Members as dividends are paid electronically. at Friday 29th May, 2020. v. DIRECTORS RETIRING BY ROTATION The following is a list of proposed proxies, out of which each member should In accordance with the provisions of the Company’s Articles of select a person to attend the meeting in his/her behalf. The preferred choice Association, Mr. Ladi Jadesimi, Mr. Thierry Georger and Mr. Osten should be indicated in the Proxy Form provided accordingly: Olorunsola retire by rotation and being eligible, offer themselves for re-election. S/N NAME PARTICULARS 1. Mr. Oladipupo Jadesimi Chairman of the Board of Directors vi. AGE DECLARATION 2. Dr. Olayiwola Fatona Chief Executive Office In accordance with Section 252 (1) of the Companies and Allied 3. Ms. Titilola Omisore Company Secretary Matters Act Cap C20 Laws of the Federation of Nigeria 2004, Mr. ‘Ladi Jadesimi and Dr. ‘Layi Fatona intend to disclose at the To be valid, each Proxy Form should be properly filled and signed. The Meeting that they are over 70 years of age. Proxy forms should be returned to the registered address of the Company being 15, Babatunde Jose Road, Victoria Island, Lagos, or send by e-mail to vii. RIGHT TO ASK QUESTIONS [email protected] not less than 48 hours before the fixed time It is the right of shareholders to ask questions not only at for the meeting. the Annual General Meeting but also in writing prior to the meeting. Such questions should be addressed to the Company Alternatively, executed proxy forms may be deposited with the Registrars, Secretary and submitted at the office of the Company, No. 15 United Securities Limited, 9 Amodu Ojikutu Street, Victoria Island, Lagos or Babatunde Jose Road, Victoria Island, Lagos, or by email to send via email to [email protected] not less than [email protected] 48 hours before the fixed time for the meeting. not later than one week before the Annual General Meeting. 6 N I G E R D E L T A E X P L O R A T I O N & P R O D U C T I O N P L C. The Board Of Directors Mr. Ladi Jadesimi Dr. ‘Layi Fatona DSc., Ph.D., M.Sc., DIC, FNAPE Mr. Thierry Georger (French) Mr. Afolabi Oladele Chairman Chief Executive Officer Non-Executive Director Non-Executive Director Mr. Jadesimi has a background in Law Dr. ‘Layi Fatona is a Petroleum Geologist with Mr. Georger joined the Petrolin Mr. Oladele has more than 45 and Accountancy. He graduated with over forty-six years of practice, commencing Group (Switzerland) in 1995 and is years’ experience in the oil and gas an Honours Degree in Jurisprudence with a seven-year stint in the Petroleum responsible for all crude oil trading industry and private equity practice. from the University of Oxford, Engineering and Exploration & Production activities, including the sale of He was mostly with the Nigerian in England and later switched to Departments at the Shell Petroleum crude oil cargoes (approx. 60,000 National Petroleum Corporation, Accountancy. He is a Fellow of the Development Company of Nigeria Ltd (SPDC). barrels per day) from West Africa serving in various capacities Institute of Chartered Accountants and the Far East. culminating as Group Executive He obtained both the Master of Science and in England and Wales. He is also a Director in 1995. Doctorate degrees from the Royal School He is also responsible for member of the Institute of Chartered of Mines at the Imperial College of Science operations on spot and short He was seconded from NNPC at Accountants, now renamed Certified Technology and Medicine, University of term contracts, in varied regions, different times to OPEC, Mobil USA Professional Accountants, of Ontario, London, in 1976 and 1980 respectively. including West Africa, Russia, and Total in France. Canada. the Middle East, Asia, South He is the Chairman of Geotrex Systems He is a Fellow of the Nigerian He was a founding Partner of America and Egypt.