100,000,000,000 multicurrency commercial paper …...all cp notes from time to time outstanding...

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Ecobank Nigeria Limited

REGISTRATION NUMBER 89773

₦100,000,000,000 Multicurrency Commercial Paper Issuance Programme

Ecobank Nigeria Limited ("Ecobank" or the "Issuer"), a private limited liability company incorporated in Nigeria, has established this ₦100,000,000,000 multicurrency commercial paper issuance programme (the "CP Programme" or "Programme"), under which Ecobank may from time to time issue commercial paper notes ("CP Notes" or "Notes"), denominated in Nigerian Naira or United States Dollars or such other currency as maybe agreed between the Arrangers (as defined herein) and the Issuer, in separate series or tranches subject to compliance with all relevant laws and in accordance with the terms and conditions ("Terms and Conditions") contained in this programme memorandum (the "Programme Memorandum").

Each Series and each Tranche (as defined under the Terms and Conditions) will be issued in such amounts, and will have such discounts, period of maturity and other terms and conditions as set out in the Pricing Supplement (as defined herein) applicable to such series or tranche (the "Applicable Pricing Supplement"). The maximum aggregate nominal amount of all CP Notes from time to time outstanding under the CP Programme shall not exceed ₦100,000,000,000 (or its equivalent in United States Dollars or any other specified currency) over a three-year period that this Programme Memorandum, including any amendments thereto, shall remain valid.

This Programme Memorandum is to be read and construed in conjunction with any supplement hereto and all documents which are incorporated herein by reference and, in relation to any Series or Tranche (as defined herein), together with the Applicable Pricing Supplement. This Programme Memorandum shall be read and construed on the basis that such documents are incorporated and form part of this Programme Memorandum.

This Programme Memorandum, the Applicable Pricing Supplement and the CP Notes have not been and will not be registered with the Securities and Exchange Commission, or under the Investment and Securities Act, No. 29 of 2007.

CP Notes issued under this Programme shall be registered, quoted and traded on the FMDQ OTC PLC (the “Securities Exchange”, "FMDQ" or “FMDQ Securities Exchange”) in accordance with the rules, guidelines and such other regulation with respect to the issuance, registrations and quotation of commercial paper as may be prescribed by FMDQ from time to time, and securities will settle via the Central Securities Clearing System ("CSCS"), acting as Registrars and Clearing Agent for the Notes.

This Programme Memorandum and the Applicable Pricing Supplement shall be the sole concern of the Issuer and the party to whom this Programme Memorandum and the Applicable Pricing Supplement is delivered (the "Recipient") and shall not be capable of distribution and should not be distributed by the Recipient to any other parties nor shall any offer made on behalf of the Issuer to the Recipient be capable of renunciation and assignment by the Recipient in favour of any other party.

In the event of any occurrence of a significant factor, material mistake or inaccuracy relating to the information included in the Programme Memorandum, the Issuer will prepare a supplement to this Programme Memorandum or publish a new Programme Memorandum for use in connection with any subsequent issue of CP Notes.

This Programme Memorandum has been prepared in accordance with the Central Bank of Nigeria Guidelines on the Issuance and Treatment of Bankers Acceptances and Commercial Papers (the "CBN Guidelines"). The document is important and should be read carefully. If any recipient is in any doubt about its contents or the actions to be taken, such recipient should please consult his/her banker, stockbroker, accountant, solicitor any other professional adviser for guidance immediately.

ARRANGERS

STANDARD CHARTERED CAPITAL & ADVISORY NIGERIA LIMITED REGISTRATION NUMBER 680774

ZENITH CAPITAL LIMITED REGISTRATION NUMBER 639491

ISSUING, CALCULATION AND PAYING AGENT

ECOBANK NIGERIA LIMITED


THIS PROGRAMME MEMORANDUM IS DATED 11 JUNE 2016

CONTENTS

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CONTENTS 2

DEFINITIONS AND INTERPRETATIONS 3

IMPORTANT NOTICES 6

INCORPORATION OF DOCUMENTS BY REFERENCE 7

SUMMARY OF THE PROGRAMME 8

USE OF PROCEEDS 10

REVISED CBN GUIDELINES ON ISSUANCE OF CPS 11

TERMS AND CONDITIONS OF THE NOTES 12

SETTLEMENT, CLEARING AND TRANSFER OF NOTES 16

PRO FORMA APPLICABLE PRICING SUPPLEMENT 19

OVERVIEW OF ECOBANK NIGERIA LIMITED 22

AUDITOR'S COMFORT LETTER 29

HISTORICAL FINANCIAL INFORMATION 30

EXTRACT FROM ISSUER'S RATING REPORT 34

LEGAL OPINION ON THE NOTES 35

GENERAL INFORMATION 49

DEFINITIONS AND INTERPRETATIONS

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In this Programme Memorandum, unless a contrary indication appears, the following expressions shall have the meanings indicated in the table below. Words in the singular shall include the plural and vice versa, references to a person shall include references to a body corporate, and reference to a gender includes the other gender.

"Agency Agreement" The Issuing, Calculation and Paying Agency Agreement dated on or about the date of this Programme Memorandum executed by the Issuer and the Issuing, Calculation and Paying Agent.

"Applicable Pricing Supplement" The Pricing Supplement applicable to a particular series or tranche of Notes issued under the CP Programme.

"Arrangers" Standard Chartered Capital & Advisory Nigeria Limited

Zenith Capital Limited

"BA" Bankers Acceptance.

"Board" or "Directors" Board of Directors of the Issuer.

"Business Day" Any day other than a Saturday, Sunday or a public holiday on which commercial banks are open for business in Lagos, Nigeria.

"Business Hours" 8.00am to 5.00pm on any Business Day or Payment Business Day, as the case may be.

"CAMA" Companies and Allied Matters Act (Chapter C20) LFN 2004.

"CBN" Central Bank of Nigeria

"CBN Guidelines" CBN's Guidelines on the Issuance and Treatment of Bankers Acceptances and Commercial Papers, issued on 18 November 2009, as amended or supplemented from time to time.

"CGT" Capital Gains Tax as provided for under the Capital Gains Tax Act (Chapter C1) LFN 2004.

"CITA" Companies Income Tax Act (Chapter C21) LFN, 2004 (as amended by the Companies Income Tax (Amendment) Act No. 11 of 2007).

"CP" Commercial Paper.

"CP Notes" or "Notes" Unlisted and unsecured commercial paper notes to be issued by the Issuer in form of zero coupon bonds under the CP Programme.

"Conditions" or "Terms and Conditions"

Terms and conditions, in accordance with which the Notes will be issued, set out in the section headed "Terms and Conditions of the Notes".

"CP Programme" or "Programme" The CP Programme described in this Programme Memorandum pursuant to which the Issuer may issue several, separate series of Notes from time to time with varying maturities and discount rates, provided, however, that the aggregate Face Value of Notes in issue does not exceed ₦100,000,000,000 or its equivalent in United States Dollars or any other specified currency.

"CSCS" or "Clearing Agent" Central Securities Clearing System Plc

"Day Count Fraction" Such method of calculating the discount as specified in the Applicable Pricing Supplement.

"Deed of Covenant" The Deed of Covenant dated on or about the date of this Programme Memorandum executed by the Issuer in favour of the Noteholders.

"Face Value" The par value of the Notes.

"FGN" Federal Government of Nigeria

"FIRS" Federal Inland Revenue Service

“FMDQ OTC PLC” or “FMDQ Securities Exchange" or "FMDQ”

An over-the-counter securities exchange and self-regulatory organisation licenced by the SEC, Nigeria to provide a platform for, inter alia, the listing, quotation, registration and trading of securities.

“FMDQ Rules” The rules, guidelines and such other regulations with respect to the issuance, registration and quotation of commercial paper as may be prescribed by FMDQ from


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time to time.

"Implied Yield" The yield accruing on the Issue Price of a Note, as specified in the Applicable Pricing Supplement.

"ISIN" International Securities Identification Number.

"Issuer" Ecobank Nigeria Limited

"Issue Date" The date upon which the relevant Series/Tranche of the Notes is issued as specified in the Applicable Pricing Supplement.

"Issue Price" The price at which the relevant Series/Tranche of the Notes is issued, as specified in the Applicable Pricing Supplement.

"Issuing, Calculation and Paying Agent" or "Agent" or "ICPA" or "IPA"

Ecobank Nigeria Limited as Issuing, Calculation and Paying Agent and any successor Issuing, Calculation and Paying Agent appointed in accordance with the Agency Agreement.

"LFN 2004" Laws of the Federation of Nigeria.

"Maturity Date" The date as specified in each Applicable Pricing Supplement on which the Principal Amount is due.

"Naira" or "₦" or "NGN" The Nigerian Naira, the lawful currency of Nigeria.

"Nigeria" The Federal Republic of Nigeria. "Nigerian" shall be construed accordingly.

"Noteholder" or "Holder" The holder of a Note as recorded in the Register kept by the Issuing, Calculation and Paying Agent in accordance with the Terms and Conditions.

"OTC" Over-the-counter.

"Payment Business Day" A day on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealings in foreign exchange and foreign currency deposits) in both Nigeria and the principal financial centre of the country of that currency or, if the relevant currency is Euro, a day which is a TARGET Business Day.

“PITA” Personal Income Tax Act (Chapter P8) LFN 2004 (as amended by the Personal Income Tax (Amendment) Act of 2011).

"Principal Amount" The nominal amount of each Note, as specified in the Applicable Pricing Supplement.

"Pricing Supplement" The document(s) to be issued pursuant to the Programme Memorandum, which shall provide final terms and conditions of a specific issue of the Notes under the Programme.

"Programme Memorandum" This information memorandum dated 11 November 2015 which details the aggregate size and broad terms and conditions of the CP Programme.

"Register" The register of Noteholders, maintained by the Issuing, Calculation and Paying Agent.

"Relevant Date" The payment date of any obligation due on the Notes.

"Relevant Last Date" The date stipulated by the CSCS and specified in the Applicable Pricing Supplement, after which transfer of the Notes will not be registered.

"SEC" The Securities and Exchange Commission, Nigeria

"SEC Rules" The Rules and Regulations of the Securities and Exchange Commission (as amended) made pursuant to the Investments and Securities Act 2007.

"Series" A Tranche of Notes together with any further Tranche or Tranches of Notes which are (i) expressed to be consolidated and form a single series and (ii) are identical in all respects except for their respective Issue Dates, and/or Issue Prices.

"Special Resolution" A resolution passed by more than ½ of the total number of Noteholders at any point in time.

"TARGET Business Day" A day on which the Trans-European Automated Real-Time Gross Settlement Express (TARGET) System, or any successor thereto, is operating credit transfer


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instructions in respect of payments in Euro.

"Tranche" Notes which are identical in all respects.

"United States Dollar" or "USD" The United States Dollar, the legal currency of the United States of America.

"VAT" Value Added Tax as provided for in the Value Added Tax Act (Chapter V1) LFN, 2004 (as amended by the Value Added Tax (Amendment) Act No. 12 of 2007).

"Zero Coupon Note" A Note which will be offered and sold at a discount to its Face Value and which will not bear interest, other than in the case of late payment.

IMPORTANT NOTICES

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This Programme Memorandum contains information provided by the Issuer in connection with the CP Programme under which the Issuer may issue and have outstanding at any time Notes up to a maximum aggregate amount of ₦100,000,000,000 or its equivalent in USD or any other specified currency. The Notes shall be issued subject to the Terms and Conditions contained in this Programme Memorandum.

The Issuer shall not require the consent of the Noteholders for the issue of Notes under the Programme.

The Issuer accepts responsibility for the information contained in this Programme Memorandum. To the best of the knowledge and belief of the Issuer (who has taken all reasonable care to ensure that such is the case) the information contained or incorporated in this Programme Memorandum is correct and does not omit anything likely to affect the import of such information.

The Issuer, having made all reasonable enquiries, confirms that this Programme Memorandum contains or incorporates all information which is material in the context of the CP Programme and the offering of the Notes, that the information contained in this Programme Memorandum is true and accurate in all material respects and is not misleading and that there are no other facts the omission of which would make this document or any of such information misleading in any material respect.

To the fullest extent permitted by law, the Arrangers accept no responsibility for the contents of this Programme Memorandum or for any other statement, made or purported to be made by the Arrangers or on their behalf in connection with the Issuer or the issue and offering of the Notes. The Arrangers accordingly disclaim all and any liability whether arising in tort or contract or otherwise (save as referred to above) which it might otherwise have in respect of this Programme Memorandum or any such statement.

No person has been authorised by the Issuer to give any information or to make any representation not contained or not consistent with this Programme Memorandum or any information supplied in connection with the CP Programme and if given or made, such information or representation must not be relied upon as having been authorised by the Issuer, unless explicitly delivered by the Issuer.

Neither this Programme Memorandum nor any other information supplied in connection with the CP Programme is intended to provide a basis for any credit or other evaluation, or should be considered as a recommendation by the Issuer or the Arrangers that any recipient of this Programme Memorandum or any other information supplied in connection with the CP Programme should purchase any Notes.

Each person contemplating the purchase of any Notes should make its own independent investigation of the financial condition and affairs, and its own appraisal of the credit worthiness, of the Issuer. Neither this Programme Memorandum nor any other information supplied in connection with the CP Programme constitutes an offer or invitation by or on behalf of the Issuer to any person to subscribe for or to purchase any Notes.

The delivery of this Programme Memorandum does not at any time imply that the information contained herein concerning the Issuer is correct at any time subsequent to the date hereof. Investors should review, among other things, the most recent audited annual financial statements of the Issuer prior to taking any investment decision.

All currency risks assumed by investors upon purchase of the Notes are borne by the individual investors.

FMDQ OTC PLC TAKES NO RESPONSIBILITY FOR THE CONTENTS OF THIS PROGRAMME MEMORANDUM NOR ANY OTHER INFORMATION SUPPLIED IN CONNECTION WITH THIS CP PROGRAMME, MAKES NO REPRESENTATION AS TO ITS ACCURACY OR COMPLETENESS AND EXPRESSLY DISCLAIMS ANY LIABILITY WHATSOEVER FOR ANY LOSS HOWSOEVER ARISING FROM OR IN RELIANCE UPON THE WHOLE OR ANY PART OF THE CONTENTS OF THIS PROGRAMME MEMORANDUM.

INCORPORATION OF DOCUMENTS BY REFERENCE

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This Programme Memorandum should be read and construed in conjunction with:

1. each Applicable Pricing Supplement relating to any Series or Tranche of Notes issued under the Programme; and

2. the audited annual financial statements (and notes thereto) and any audited interim financial statements published subsequent to such annual financial statements of the Issuer for the financial years prior to each issue of Notes under this Programme,

which shall be deemed to be incorporated into, and to form part of, this Programme Memorandum and which shall be deemed to modify and supersede the contents of this Programme Memorandum as appropriate.

The Issuer will provide free of charge to each prospective investor upon request, a copy of any of the documents deemed to be incorporated herein by reference, unless such documents have been modified or superseded (and which documents may at the Issuer's option be provided electronically). Requests for such documents shall be directed to the Issuer at its specified office(s) as set out in this Programme Memorandum.

SUMMARY OF THE PROGRAMME

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The following summary does not purport to be complete and is taken from, and is qualified in its entirety by the remainder of this Programme Memorandum and the Applicable Pricing Supplement:

The net proceeds from each issue of Notes will be used to support the Issuer's short term financing requirements or as may otherwise be described in the Applicable Pricing Supplement.

1. Issuer: Ecobank Nigeria Limited

2. Programme Description: Multicurrency Commercial Paper Issuance Programme.

3. Size of Programme: ₦100,000,000,000 aggregate principal amount of Notes outstanding at any point in time.

4. Arrangers: Standard Chartered Capital & Advisory Nigeria Limited


5. Issuing, Calculation and Paying Agent: Ecobank Nigeria Limited

6. Auditors: Akintola Williams Deloitte

7. Registrar/Custodian: Central Securities Clearing System Plc

8. Use of Proceeds: The net proceeds from each issue of Notes under the Programme will be used support the Issuer's short term financing requirements or as may otherwise be described in the Applicable Pricing Supplement.

9. Method of Issue: The Notes may be offered and sold by way of a fixed price offer for subscription or through a book building process and/or any other methods as described in the Applicable Pricing Supplement, within Nigeria or otherwise, in each case as specified in the Applicable Pricing Supplement.

10. Maturity Date: As specified in the Applicable Pricing Supplement, subject to a minimum tenor of 15 days and a maximum tenor of 180 days.

11. Interest Payments: Notes issued will be in the form of Zero Coupon Notes.

12. Default Rate Interest rate equivalent to the daily overnight Nigerian Inter-bank Offered Rate (NIBOR) +5% per annum or issue rate +5% per annum (whichever is higher).

13. Issue Price: The Notes shall be issued at a discount. The effective discount will be calculated on the basis of such Day Count Fraction specified in the Applicable Pricing Supplement.

14. Issue Size: As specified in the Applicable Pricing Supplement, subject to a minimum value of ₦100,000,000 and multiples of ₦50,000,000 or as otherwise determined.

15. Currency of Issue: The Notes issued under this programme will be denominated in Naira and/or USD and/or in such other currency as may be agreed between the Arrangers and the Issuer and specified in the Applicable Pricing Supplement.

16. Redemption: As stated in the Applicable Pricing Supplement, subject to the CBN Guidelines and FMDQ Rules.

17. Rating: The Issuer has been assigned a long-term national rating of A from Global Credit Ratings Company Limited.

Pursuant to the CBN Guidelines and FMDQ Rules, either the Issuer or the specific issue itself shall be rated by a rating agency registered in Nigeria or any international rating agency acceptable to the CBN.

A rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, change or withdrawal at any time by the assigning rating agency.

18. Status of the Notes: Each Note constitutes a direct, unconditional, unsubordinated and unsecured obligation of the Issuer and the Notes rank pari passu among themselves and, save for certain debts preferred by law,

SUMMARY OF THE PROGRAMME

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pari passu with all other present and future unsecured and unsubordinated obligations of the Issuer outstanding from time to time.

19. Quotation: The Notes may be quoted and traded on the FMDQ Platform

20. Taxation: Refer to the section of this Programme Memorandum headed "Tax Considerations".

21. Governing Law: The Notes issued under the Programme and all related contractual documentation will be governed by, and construed in accordance with, Nigerian law.

USE OF PROCEEDS

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The net proceeds from each issue of Notes will be used to support the Issuer's short term financing requirements or as may otherwise be described in the Applicable Pricing Supplement.

REVISED CBN GUIDELINES ON ISSUANCE OF CPS

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BACKGROUND

In July 2009, the CBN suspended the use of Commercial Papers and Bankers Acceptances as off-balance-sheet instruments by Nigerian banks and discount houses, citing concerns over abuse of their use as financing instruments. The ban was subsequently lifted on 16 November 2009. On 18 November 2009, the CBN issued the CBN Guidelines in an attempt to facilitate the effective and efficient functioning of the Nigerian money market and provide a regulatory framework for the issuance of CPs and BAs in Nigeria.

REGULATORY FRAMEWORK

Issuance of CPs in Nigeria is subject to the provisions of the CBN Guidelines. The provisions applicable to CPs are as highlighted below:

Qualification

A CP qualifies as a financing vehicle if:

i. the issuer has 3 years' audited financial statements, the most current not exceeding 18 months from the last financial year end; and

ii. the issuer has an approved credit line with a Nigerian bank acting as an issuing and paying agent, where the bank guarantees the issue.

Size and Tenor

CPs shall be issued at the primary market for a minimum value of ₦100,000,000 and multiples of ₦50,000,000 or as otherwise determined.

Furthermore, they shall be issued for maturities of between 15 days and 180 days, from the date of issue. The interest or discount element on maturing CPs may not be capitalised and rolled over.

Rating

Either the issuer of CP or the specific issue shall have an investment grade rating (minimum of BBB-) by a rating agency registered in Nigeria or any international rating agency acceptable to the CBN.

An indicative rating should have been obtained prior to the submission of declarations and information to the CSCS.

Investors in Bankers Acceptances and Commercial Papers

CPs may be issued to and held by individuals, deposit money banks, other corporate bodies registered or incorporated in Nigeria and unincorporated bodies, non-resident Nigerians and foreign institutional investors.

Forms of Maintaining CPs

Issuers and investors in CPs may issue or hold CPs in dematerialized or physical form. Issuers and investors are encouraged to issue and hold CPs in a dematerialized form.

Issuing and Paying Agent

Only a deposit money bank and discount house may act as an IPA for the issuance of CP.

General Requirements

i. CPs are only redeemable at maturity and as such cannot be pre-liquidated.

ii. Investors may rediscount the paper with the Issuer before maturity at new market terms if the Issuer is willing to purchase the risk.

iii. Any proposed issue of CPs shall be completed within the period of 2 weeks from the date of opening of the issue for subscription.

iv. All CPs issued in Nigeria shall be registered with the CSCS, which shall serve as the custodian of all issues and central depositary for all dematerialised instruments.

COMPLIANCE WITH THE CBN GUIDELINES

The Issuer has complied with all applicable provisions as stated in the CBN Guidelines. A legal opinion confirming adherence to the CBN Guidelines is incorporated on page 32 of this Programme Memorandum.

COMPLIANCE WITH SECURITIES REGULATIONS

There is no obligation for the Issuer to register the Notes with the SEC. This is by virtue of Rule 8 of the SEC Rules, which exempts short term securities (including notes) with maturity dates not exceeding 9 months from the date of issuance from registration with the SEC.

TERMS AND CONDITIONS OF THE NOTES

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The following are the Terms and Conditions of the Notes to be issued by the Issuer under the Programme. The provisions of the Applicable Pricing Supplement to be issued in respect of any Note are incorporated by reference herein and will supplement these Terms and Conditions for the purposes of that Note. The Applicable Pricing Supplement in relation to any Series of Notes may specify other terms and conditions which shall, to the extent so specified or to the extent inconsistent with the Terms and Conditions contained herein, replace or modify the following Terms and Conditions for the purpose of such Series of Notes.

1. ISSUANCE OF NOTES

The Issuer may from time to time, subject to these Terms and Conditions, issue Notes in 1 or more Series on a continuous basis under the Programme in an aggregate principal amount not exceeding ₦100,000,000,000 or its equivalent in USD or any other specified currency. Any Series of Notes issued under the Programme shall be constituted by, be subject to and benefit from the Deed of Covenant.

2. FORM, DENOMINATION AND TITLE

2.1 Form and Denomination

2.1.1 Unless otherwise specified in any Applicable Pricing Supplement, the Notes shall be registered electronically, serially numbered and denominated in a minimum amount of ₦1,000 or its equivalent in USD or any other specified currency.

2.1.2 The Notes issued under this Programme will be denominated in Naira and/or USD or in such other currency as may be agreed between the Arrangers and the Issuer and specified in the Applicable Pricing Supplement.

2.1.3 Notes issued will be in the form of Zero Coupon Notes, and will not pay interest prior to final maturity.

2.1.4 Notes will be issued through book-entry deposit by crediting the CSCS account of applicants and a Register of Noteholders shall be maintained by the Issuing, Calculation and Paying Agent.

2.2 Title

Title to the Notes will pass upon credit to the CSCS account of the Noteholder. Transfer of title to Notes shall be effected in accordance with the rules governing transfer of title in securities held by the CSCS. The Issuer may deem and treat the registered holder of any Note who is registered in the records of the CSCS and the Register as the absolute owner thereof for all purposes, including but not limited to the payment of outstanding obligation in respect of the Notes.

3. STATUS OF THE NOTES

Each Note constitutes a direct, unconditional, unsubordinated and unsecured obligation of the Issuer and the Notes rank pari passu without any preference among themselves. The payment obligations of the Issuer shall, save for such exceptions as may be provided by applicable legislation in relation to preferential statutory payments, at all times rank at least equally with all other unsecured and unsubordinated indebtedness and monetary obligations of the Issuer, present and future.

4. REDEMPTION

The Notes are only redeemable at maturity and will be redeemed at the face value specified in the Applicable Pricing Supplement.

5. PAYMENTS

The Face Value of the Notes will be paid to the Holders shown on the Register at the close of business on the Relevant Last Date. The registered Holder shall be the only person entitled to receive payments in respect of the Note and the Issuer will be discharged by payment to, or to the order of, the registered Holder in respect of each amount so paid.

5.1 Method of Payments

5.1.1 Payment of the outstanding obligation in respect of the Notes will be made by electronic funds transfer, in the currency of the Notes specified in the Applicable Pricing Supplement.

5.1.2 All monies payable in respect of the Notes shall be paid to or to the order of the Noteholders by the Issuing, Calculation and Paying Agent. Noteholders shall not be required to present and/or surrender any documents of title to the Issuing, Calculation and Paying Agent.

5.1.3 In the case of joint Noteholders, payment by electronic transfers will be made to the account of the Noteholder first named in the Register. Payment by electronic transfer to the Noteholder first named in the Register shall discharge the Issuer of its relevant payment obligations under the Notes.

5.1.4 In the case of nominees, the nominee shall be paid as the registered Noteholder, which payee shall in turn transfer such funds to the holders of the beneficial interests.

5.1.5 Neither the Issuer nor its agents shall be responsible for any loss in transmission of funds paid in respect of each Note.

5.1.6 If the Issuer is prevented or restricted directly or indirectly from making any payment by electronic funds transfer (whether by reason of strike, lockout, fire explosion, floods, riot, war, accident, act of God, embargo, legislation, shortage of or breakdown in facilities, civil commotion, government


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interference or control or any other cause or contingency beyond the control of the Issuer), the Issuer shall make such payment by cheque (or by such number of cheques as may be required in accordance with applicable banking law and practice). Such payments by cheque shall be sent through a reputable and registered courier operator to the address of the Noteholder as set forth in the Register.

5.1.7 Cheques may be posted by courier, provided that neither the Issuer nor the Agent shall be responsible for any loss in transmission and the postal authority shall be deemed to be the agent of the Noteholders for the purposes of all cheques posted in terms of this condition.

5.2 Payment Day

Payment shall be made on a Payment Business Day. If the due date for payment of any amount in respect of the Notes is not a Payment Business Day, then the Noteholder thereof shall not be entitled to payment of the amount due until the next Payment Business Day. The Holder shall not be entitled to any further interest or other payment in respect of such delay.

6. EVENT OF DEFAULT

6.1 Event of Default

An event of default in relation to the Notes (each an "Event of Default") shall arise if any 1 or more of the following events shall have occurred and be continuing:

6.1.1 if the Issuer fails to make payment in full by the Maturity Date;

6.1.2 if the Issuer fails to perform or observe any of its other obligations under the Notes and such failure has continued for a period of 7 days following the service on the Issuer of a written notice requiring that breach to be remedied;

6.1.3 should any representation, warranty or undertaking made in connection with any documentation supplied by the Issuer be, in the Arrangers opinion, materially incorrect;

6.1.4 if the Issuer initiates bankruptcy or insolvency proceedings or becomes insolvent, or is provisionally or finally sequestrated, or is provisionally or finally wound up, or is unable to pay its debts as they become due, or is placed under provisional or final judicial management, or enters into a scheme of arrangement or compromise with its creditors;

6.1.5 should the shareholders of the Issuer pass a resolution for the winding up of the Issuer;

6.1.6 if the Issuer acts in any way which may have a material adverse effect on the Issuer's business, financial condition or assets, or its ability to perform its obligations under the Issue;

6.1.7 if an attachment, execution or other legal process is levied, enforced upon, issued on or against a material or substantial part of any assets of the Issuer and is not discharged or stayed within 90 days of service by the relevant officer of the court of such attachment, execution or other legal process; or

6.1.8 if a writ of execution is issued by any competent court attaching any material or substantial part of assets belonging to the Issuer and such remains unsatisfied for more than 10 Business Days after the date on which it is issued.

6.2 Action upon Event of Default

Upon the occurrence of an Event of Default and such Event of Default is continuing, any Noteholder may by written notice to the Issuer at its specified office(s), effective upon the date of receipt thereof by the Issuer, declare the Notes held by that Noteholder to be forthwith due and payable, provided that no such action shall be taken if the Issuer withholds or refuses to make any payment in order to comply with any law or regulation of Nigeria or to comply with any order of a court of competent jurisdiction.

Upon the occurrence of an Event of Default, the Issuer shall pay Noteholders interest at the Default Rate until the debt obligations to the Noteholders have been settled in full.

In addition, the Noteholder shall have the right to exercise all other remedies available to them under the laws of Nigeria.

7. REGISTER

7.1 The Register shall be maintained by the ICPA. The Register shall reflect the number of Notes issued and shall contain the name, address, and bank account details of the registered Noteholders. The Register shall set out the aggregate Principal Amount of the Notes issued to such Noteholder and the date of issue.

7.2 Statements issued by the CSCS as to the aggregate number of Notes standing to the CSCS account of any person shall be conclusive and binding for all purposes save in the case of manifest error and such person shall be treated by the Issuer and the Agent as the legal and beneficial owner of such aggregate number of Notes for all purposes.

7.3 The Register shall be open for inspection during the normal business hours of the Agent to any Noteholder or any person authorised in writing by the Noteholder.

7.4 The ICPA shall alter the Register in respect of any change of name, address or bank account number of any of the registered Noteholders of which it is notified in accordance with these Terms and Conditions.


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8. NOTICES

8.1 Notices to the Noteholders.

8.1.1 All notices to the Noteholders will be valid if mailed by pre-paid registered mail to them at their respective addresses of record in the relevant register of Notes of a Tranche maintained by the Registrar. The Issuer shall also ensure that notices are duly given or published in a manner which complies with the rules and regulations of the CBN, the CSCS or such other regulatory authority as may be applicable to the Notes.

8.1.2 Any notice shall be deemed to have been given on the second day after being so mailed, the date of delivery or on the date of first publication in national newspapers.

8.2 Notices from the Noteholders

8.2.1 Notices to be given by any Noteholder to the Issuer shall be in writing and given by lodging the same with the ICPA at its registered office.

8.2.2 Any change of name or address on the part of the Noteholder shall forthwith be notified to the Issuer and subsequently, the Register shall be altered accordingly following notifications to the CSCS.

9. MODIFICATION

9.1 The Arrangers and the Issuer may agree, without the consent of the Noteholders, to any modification of the Terms and Conditions which is of a formal, minor or technical nature or is made to correct a manifest error or to comply with the mandatory provisions of any law in Nigeria and which is not prejudicial to the interest of the Noteholders.

9.2 Save as provided in condition 9.1 above, no amendment of the Terms and Conditions may be effected unless:

i. such amendment is in writing and signed by or on behalf of the Issuer; and

ii. such amendment:

- if it affects the rights, under the Terms and Conditions, of all the Noteholders, is signed by or on behalf of Noteholders, holding not less than 50% of the outstanding Principal Amount of all the Notes; or

- if it affects only the rights, under the Terms and Conditions, of a particular group (or groups) of Noteholders, is signed by or on behalf of the Noteholders in that group (or groups) holding not less than 50% of the outstanding Principal Amount of all the Notes held by that group.

9.3 Any such modification shall be binding on the Noteholders and shall be notified to the Noteholders in accordance with Condition 8 as practicable thereafter.

10. MEETING OF NOTEHOLDERS

10.1 The Issuer may at any time convene a meeting of all Noteholders upon at least 21 days prior written notice to such Noteholders. The notice is required to be given in terms of Condition 8. Such Notice shall specify the date, place and time of the meeting to be held, which place shall be in Nigeria.

10.2 Every director or duly appointed representative of the Issuer may attend and speak at a meeting of the Noteholders but shall not be entitled to vote, other than as a proxy or representative of a Noteholder.

10.3 Noteholders holding not less than 10% in Principal Amount of the outstanding Notes shall be able to request the Issuer to convene a meeting of Noteholders. Should the Issuer fail to convene such a meeting within 10 days of such a request being received by the Issuer, the Noteholders requesting the meeting may convene such a meeting.

10.4 A Noteholder may by an instrument in writing (a "Form of Proxy") signed by the holder or, in the case of a corporation executed under its common seal or signed on its behalf by an attorney or a duly authorised officer of the corporation, appoint any person (a "Proxy") to act on his or its behalf in connection with any meeting or proposed meeting of the Noteholders.

10.5 Any Noteholder which is a corporation may by resolution of its directors or other governing body authorise any person to act as its representative (a "Representative") in connection with any meeting or proposed meeting of the Noteholders.

10.6 Any Proxy or Representative appointed shall, so long as the appointment remains in force, be deemed for all purposes in connection with any meeting or proposed meeting of the Noteholder specified in the appointment, to be the holder of the Notes to which the appointment relates and the holder of the Notes shall be deemed for such purposes not to be the holder.

10.7 The chairman of the meeting shall be appointed by the Issuer. The procedures to be followed at the meeting shall be as determined by the chairman subject to the remaining provisions of this Condition 10. Should the Noteholders request a meeting, and the Issuer fails to convene such a meeting within 10 days of such request, then the chairman of the meeting held at the instance of the Noteholders, shall be selected by a majority of Noteholders present in person or Proxy.

10.8 At any such meeting 2 or more Noteholders present in person, by Representative or by Proxy, holding in aggregate not less than 1/3 of the Principal Amount of Notes shall form a quorum. On a poll, each Noteholder present in person or by Proxy at the time of the meeting shall have the number of votes equal to the number of Notes, by denomination held by the Noteholder.


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10.9 If within 30 minutes after the time appointed for any such meeting a quorum is not formed, the meeting shall, if convened upon the requisition of Noteholders, be dissolved. In any other case, it shall be adjourned to such date and time not being less than 14 days nor more than 21 days thereafter and at the same time and place. At such adjourned meeting 1 or more Noteholders present or represented by Proxy shall form a quorum and shall have power to pass any Special Resolution and to decide upon all matters which could properly have been dealt with at the original meeting had the requisite quorum been present.

11. FURTHER ISSUES

The Issuer shall be at liberty from time to time without the consent of the Noteholders to issue further Notes under the Programme.

12. GOVERNING LAW

The provisions of this Programme Memorandum and the Notes are governed by, and shall be construed in accordance with, the laws of Nigeria.

SETTLEMENT, CLEARING AND TRANSFER OF NOTES

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The tax consequences of investments in the Notes are broadly summarised below. The summary is not intended and should not be construed, to be tax advice to any particular subscriber. Any prospective investor who is in any doubt as to his/her tax position or who is subject to taxation in any jurisdiction other than Nigeria should consult his/her own professional advisers without delay as to the consequences of an investment in the Notes in view of his/her own personal circumstances. Neither the Issuer nor its advisers shall be liable to any subscriber in any manner for placing reliance upon the contents of this section.

In relation to the taxation of corporate bonds, on 16th March, 2010, the former President of Nigeria, in exercise of his

statutory powers announced the approval of a waiver of taxes, which would have otherwise been payable on all categories of bonds (including corporate bonds) and short term FGN securities. The taxes covered by the approval are taxes prescribed pursuant to the CITA, the PITA, VAT Act and the CGT Act. The Companies Income Tax (Exemption of Bonds and Short Term Government Securities) Order 2012 (“Order”), which was issued pursuant to the announcement, was gazetted on 2nd January, 2012, and is valid for a period of 10 years with effect from the commencement date of 2nd January, 2012. By virtue of the Order, income and interest earned, by corporate bodies liable to tax under the CITA, on corporate bonds from 2nd January, 2012 to 1st January 2022 are exempt from tax. The Order applies to all categories of bonds, but in relation to short term securities, the Order refers only to FGN short term securities and, therefore, it is not clear whether it extends to short term securities issued by corporates. In addition to the waivers granted under the Order, recent amendments to the PITA include an exemption on all forms of taxes on income earned from investment made by individuals in, among other things, corporate bonds. In contrast to the Order in respect of companies that invest in corporate bonds, no limitation period applies with respect to the exemption from income tax, that has been granted pursuant to the PITA in connection with interest or income earned on corporate bonds by any individual or other bodies liable to tax under the PITA. The exemption in the PITA applies to all categories of corporate bonds, but in relation to short term securities, it is not clear whether it extends to short term securities issued by corporates. The Notes being discounted instruments, no interest will be paid on the Notes and accordingly, the Notes will not be subject to the withholding of tax. This is based on section 78 of the CITA and section 70 of the PITA, which require companies to withhold tax only on interest payments. In practice, the tax authorities have also not sought to treat the discount on commercial papers as interest. On the basis of the position set out above, the Notes will be exempt from the withholding of tax, and the payments that will be made in respect thereof will be free and clear of such withholding.

Words used in this section shall bear the same meanings as used in the section headed "Definitions and Interpretations", except to the extent that they are separately defined in this section or the meaning if applied, would be clearly inappropriate for the context.

CLEARING SYSTEM

The Notes will be issued in dematerialised form and will not be represented by any certificate or written instrument. As stipulated by the CBN Guidelines, each Series or Tranche of Notes will be held in custody by the CSCS, either in the name of the beneficial owner or Nominee.

All transactions in the Notes shall be cleared and settled electronically in accordance with the rules and operating procedures of the CSCS. Subject as aforesaid, each Tranche of Notes will be issued, cleared and transferred in accordance with the Terms and Conditions and will be settled through authorised participants who will follow the electronic settlement procedures prescribed by CSCS.

AUTHORISED PARTICIPANTS

CSCS will maintain a central securities account for Banks (the "Authorised Participants") and each beneficial owner of the Notes is required to have a sub-account under the Authorised Participants. Noteholders may exercise their rights in respect of the Notes held in the custody of the CSCS only through the Authorised Participants.

For purposes of Notes issued under this Programme, the Authorised Participant is Ecobank Nigeria Limited and any other Bank or Issuing House appointed by the Issuer to act as a dealer.

REGISTRATION

i. The Authorised Participant shall register with the CSCS, where CP custody and depository services are required. The Authorised Participant shall complete Form: CSCS-CP001 and shall be required to submit proof of appropriate FMDQ membership along with the completed form.

ii. Noteholders are required to route their account opening applications and transactions through the Authorised Participant, who will officially notify CSCS to create sub-accounts for these Noteholders and attach Noteholders' mandates to this effect.

iii. The CSCS will assign a unique identification number (the "Trade Member Code") to the Authorised Participant and also provide an account number (and sub-account numbers for Noteholders) as requested by the Authorised Participant to enable them to trade the CPs.

iv. FMDQ OTC PLC (“The Exchange”) shall request for the CP to be registered with CSCS, who in turn shall furnish the Exchange and the Authorised Participant with the CP Symbol and ISIN Codes for the registered CP, subject to receipt of CP registration fees from the Authorised Participant.

v. In the case of a Shelf Programme, CSCS will re-open the existing ISIN code for all tranches with same maturity dates, however new ISIN codes will be issued for tranches with different maturity dates.


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CUSTODY AND DEMATERIALISATION

i. An Authorized Participant with physical CP notes may decide to dematerialise CP(s) with CSCS by completing Form CSCS-CP003.

ii. All holders of CP notes must route these notes through the Authorised Participant who will then submit on the CSCS Authorised platform in dematerialized form.

iii. The Authorised Participant may also decide to keep the CPs in physical form with CSCS (subject to service agreement with CSCS), acting as the Custodian for the issue.

iv. The Authorised Participant can also lodge the CP(s) electronically by using the CSCS e-lodgement format.

v. Cut-off time for e-lodgement of CPs is 10.00 a.m. on the day before the value date, and CSCS shall process the same within 24 hours of receipt.

REDEMPTION

i. The register closes two (2) working dates before the Maturity Date.

ii. The Authorised Participant will submit a letter to CSCS confirming the intention of the Issuer to repay the Noteholders on the Maturity Date by 12.00 noon on the date which is two (2) working days before the Maturity Date.

iii. CSCS shall expunge (knock-off) matured CPs on the Maturity Date or Redemption Date of the CP.

iv. The Maturity Date shall be on a Business Day. However, if the Maturity Date falls on a public holiday, the ensuing Business Day shall be the Maturity Date of the CP.

ROLL-OVER

i. Every roll-over of a CP shall be treated or classified as a fresh/separate CP.

ii. Upon granting approval for rollover, the Exchange shall request for the rollover CP to be registered with CSCS, who in turn shall furnish the Exchange and Authorised Participant with the new CP Symbol and ISIN Codes, subject to receipt of CP rollover fees from the Authorised Participant.

iii. CSCS shall expunge the existing CP Symbol and ISIN from the system and replace with new codes.

DEFAULT

i. Where the Issuer is unable to repay the Noteholders and the CP will be in default status, the Authorised Participant shall notify CSCS, as well as the Noteholders, latest two (2) Business Days before the Maturity Date, latest by 3.00pm.

ii. CSCS shall make public the default status to the market latest by the date which is one (1) Business Day before the Maturity Date.

iii. In case of (i) above, the CP holdings must remain with the CSCS until the ICPA pays off the Noteholders and notifies CSCS and the FMDQ (if applicable, in the event of a quoted CP) with evidence.

iv. Thereafter, CSCS will notify the public and expunge the CP from the CSCS depository accordingly.

SECONDARY MARKET TRADING (OTC) GUIDELINES

i. Standard settlement cycle is T+2.

ii. The Exchange shall submit the confirmed CP trade details on trade day in the specified format via the CSCS authorised platform, based on the following settlement timelines:

a. Same Day Settlement: 12.30 p.m.

b. T+1 or T+2 Settlements: 3.00 p.m.

iii. The CSCS shall deliver securities and send confirmation of transfers via the CSCS authorised platform by 2.00 p.m. on the settlement date to the Nigeria Inter-Bank Settlement System ("NIBSS") and to the FMDQ (if the CP is quoted) simultaneously. The Authorised Participant shall state the particular account number where the CP(s) will be settled.

iv. NIBSS shall transfer settlement amounts to respective accounts and send confirmation to the CSCS, the Exchange or the Authorised Participant simultaneously.

v. Transactions for standard settlement (T+2) shall stop five (5) Business Days before the Maturity Date. Therefore, the last applicable settlement shall be before close of business on the date which is five Business Days before the Maturity Date.

REPORTING

i. The CSCS shall effect the transfer of CPs on the settlement date as advised by the Authorised Participant (if the CP is not quoted on the FMDQ) or the FMDQ (if the CP is quoted) and also keep records of consideration for each transaction.


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ii. The CSCS will advise the Authorised Participant or the FMDQ for onward communication to the Authorised Participant, as applicable, of successful and failed transactions on each settlement day.

iii. The Authorised Participant can visit the CSCS website (www.cscsnigeriaplc.com) to ascertain its CP balances after each day's trade. This is available only to the institutions that subscribe to the CSCS online service.

TRANSFER OF NOTES

Title to beneficial interest in the Notes will pass on transfer thereof by electronic book entry in the securities accounts maintained by the CSCS and may be transferred only in accordance with rules and operating procedures of the CSCS.

CASH SETTLEMENT

Transaction Parties will be responsible for effecting the payment transfers either via Real Time Gross Settlement, National Electronic Funds Transfer or any other transfer mode agreed by the Transaction Parties and recognised by the CBN.

http://www.cscsnigeriaplc.com/

PRO FORMA APPLICABLE PRICING SUPPLEMENT

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Issue of [Aggregate Nominal Amount of Series/Tranche] [Title of Notes]

Under its ₦100,000,000,000 Multicurrency Commercial Paper Issuance Programme

This Applicable Pricing Supplement must be read in conjunction with the Programme Memorandum, dated [●] 2016 prepared by Ecobank Nigeria Limited in connection with its ₦100,000,000,000 Multicurrency Commercial Paper Issuance Programme, as amended and/or supplemented from time to time (the "Programme Memorandum").

Any capitalised terms not defined in this Applicable Pricing Supplement shall have the meanings ascribed to them in the Programme Memorandum.

This document constitutes the Applicable Pricing Supplement relating to the issue of Commercial Paper Notes ("CP Notes" or the "Notes") described herein. The Notes described herein are issued on and subject to the Terms and Conditions as amended and/or supplemented by the Terms and Conditions contained in this Applicable Pricing Supplement. To the extent that there is any conflict or inconsistency between the contents of this Applicable Pricing Supplement and the Programme Memorandum, the provisions of this Applicable Pricing Supplement shall prevail.

PARTIES

1. ISSUER Ecobank Nigeria Limited

2. ARRANGERS Standard Chartered Capital & Advisory Nigeria Limited


3. ISSUING, CALCULATION AND PAYING AGENT Ecobank Nigeria Limited

4. AUDITORS Akintola Williams Deloitte

5. REGISTRAR/CUSTODIAN CSCS

PROVISIONS RELATING TO THE NOTES

6. SERIES NUMBER [ ]

7. TRANCHE NUMBER [ ]

8. PROGRAMME SIZE [ ]

(a) PROGRAMME SIZE [ ]

(b) ISSUED AND OUTSTANDING AT THE DATE OF

THE PRICING SUPPLEMENT [ ]

9. AGGREGATE NOMINAL AMOUNT [ ]

10. FACE VALUE [ ]

11. DISCOUNTED VALUE [ ]

12. NOMINAL AMOUNT PER NOTE [ ]

13. ISSUE PRICE [ ]

14. TENOR [ ]

15. MATURITY DATE [ ]


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16. FINAL REDEMPTION AMOUNT [ ]

17. SPECIFIED DENOMINATION [ ]

18. SPECIFIED CURRENCY [ ]

19. STATUS OF NOTES [ ]

20. FORM OF NOTES [ ]

21. LISTING [ ]

22. TAXATION [ ]

23. METHOD OF OFFER [ ]

24. BOOK CLOSED PERIOD The Register will be closed from [ ] to [ ] until the Maturity Date

ZERO COUPON NOTES

25. (a) DISCOUNT RATE ("DR") [ ]

(b) IMPLIED YIELD [ ]

(c) ANY OTHER FORMULA OR BASIS FOR

DETERMINING AMOUNT(S) PAYABLE [ ]

26. DAY COUNT FRACTION [ ]

27. BUSINESS DAY CONVENTION [ ]

PROVISIONS REGARDING REDEMPTION

28. REDEMPTION/PAYMENT BASIS [Redemption at par] [other (specify)]

29. ISSUER'S EARLY REDEMPTION [Applicable/Not applicable]

30. ISSUER'S OPTIONAL REDEMPTION [Applicable/Not applicable]

31. OTHER TERMS APPLICABLE ON REDEMPTION [ ]

GENERAL

32. OFFER OPENS [ ]

33. OFFER CLOSES [ ]

34. ALLOTMENT DATE [ ]

35. NOTIFICATION OF ALLOTMENT All applicants will be notified through an email and/or telephone of their allotment by no later than [ ]

36. PAYMENT DATE [ ]

37. DETAILS OF BANK ACCOUNT(S) TO WHICH

PAYMENTS ARE TO BE MADE IN RESPECT OF THE

NOTES

[ ]

38. SETTLEMENT PROCEDURES AND SETTLEMENT

INSTRUCTIONS [ ]

39. DELIVERY DATE [ ]

[MATERIAL ADVERSE CHANGE STATEMENT]

[Except as disclosed in this document,] there has been no significant change in the financial position of the Issuer since [insert date of last audited accounts or interim accounts (if later)] and no material adverse change in the financial position or prospects of the Issuer since [insert date of last published annual accounts.]


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RESPONSIBILITY

The Issuer and its Board of Directors accept responsibility for the information contained in this Applicable Pricing Supplement which, when read together with the Programme Memorandum [and supplemental Programme Memorandum, if any], contains all information that is material in the context of the issue of the Notes.

Signed at _______________________________ on this ____________ day of ______________________________ 2016

For and on behalf of Ecobank Nigeria Limited

______________________________ ______________________________

Name Name

Capacity: Director Capacity: Director

Who warrants his/her authority hereto Who warrants his/her authority hereto

OVERVIEW OF ECOBANK NIGERIA LIMITED

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BACKGROUND

Ecobank Nigeria Limited (hereinafter referred to as "the Bank") was incorporated as a public limited liability company on 7 October 1986, and was granted banking licence on 24 April 1989. The Bank was listed on the Nigerian Stock Exchange by introduction on 24 April 2006 and remained listed until 31 December 2011. On 30 December 2011, by a Federal High Court Sanction of a Scheme of Arrangement, Ecobank Transnational Incorporated (ETI), Lome, incorporated in the Republic of Togo which prior to that date held 85.1% equity shares in the Bank, became beneficial owner of 100% shareholding in the Bank. The Bank is now a fully owned subsidiary of ETI and has been re-registered as a private limited liability company at the Corporate Affairs Commission, Abuja.

ETI acquired 100% interest in Oceanic Bank Group on 28 October 2011 through the issue of shares to the Asset Management Corporation of Nigeria (AMCON) and the shareholders of Oceanic Bank. Oceanic Bank was delisted on The Nigerian Stock Exchange (NSE) on that date and became a limited liability entity. By reason of the cancellation of minority shareholding in Ecobank Nigeria on 28 October 2011, ETI acquired 100% holding in Ecobank Nigeria. As a result of common control in both Ecobank Nigeria and Oceanic Bank Limited, ETI decided to merge the two operations. The effective date of business combination is 1 November 2011.

The address of its registered office is as follows:

Plot 21, Ahmadu Bello Way,

P. O. Box 72688,

Victoria Island

Lagos, Nigeria

The principal activity of the Bank is commercial banking which includes domestic and corporate banking services. The Bank operates under a commercial banking license with National Banking status in line with the Central Bank of Nigeria's present Banking model.

THE ECOBANK GROUP

ETI, a public limited liability company, is the parent company of the Ecobank Group. ETI is listed on the stock exchanges in Lagos, Accra and Abidjan. As the holding company, ETI formulates policies, provides direction and support to its subsidiaries across Africa. The two main objectives of ETI are: (i) to build a world-class pan-African bank, and (ii) to contribute in a significant fashion to the economic and financial integration and development of the African continent.

The Ecobank Group, a full-service banking group, provides wholesale, retail, investment and transaction banking services and products to governments, financial institutions, multinational and international organisations, domestic businesses and individuals across Africa. With operations in 36 countries across Africa, over 18,500 employees and 1,275 branches, the Ecobank Group is the largest independent regional banking group in Africa.

CORPORATE GOVERNANCE

Ecobank’s commitment to ensuring international best practice in terms of Corporate Governance remains strong and unwavering.

1. Board Composition

As at 31 March 2016, the Board comprised twelve (12) Directors: eight (8) non-executives and four (4) executive directors as follows – Mr. John Aboh - Chairman Mr. Charles Kie - Managing Director Anthony Okpanachi - Deputy Managing Director Ms. Foluke Aboderin - Ag. Deputy Managing Director, Corporate Bank Mr. Oladele Alabi - Executive Director, Finance & Control Mr. Edouard Dossou-Yovo - Non-Executive Independent Director Mr. Olufemi Ayeni - Non-Executive Director Mrs. Funmi Oyetunji - Non-Executive Director Madame Eveline Tall - Non-Executive Director Mallam Garba Imam - Non-Executive Director Dr. Franca Ovadje - Non-Executive Director Dr. Olajumoke Oduwole - Non-Executive Independent Director All the Bank’s Directors have varied experience and backgrounds and are well equipped to handle the responsibilities of the Board.

2. Role of the Board

Fundamental to the guiding principles of Ecobank is that all power belongs to the shareholders.

The role of the Board is well documented in the Ecobank Group Corporate Governance Charter which is revised from time to time based on the evolving nature of the responsibilities of the Board. A review was concluded during the period with the adoption of a Revised Corporate Governance Charter. The Board continues to receive training on corporate governance and other relevant areas of banking activities. During the period, directors severally attended training on the following:


23

• IFC-FITC Corporate Governance Board Leadership Training Series • Sustainability Training for all Directors by Sustainable Finance Advisory • Advanced Company Direction Programme organized by the Institute of Directors • Enhancing Board Performance (1) – Managing Conflict and Difficult conversation on the Board • Financial Institutions Training Centre • Company Direction Course II – Institute of Directors • Corporate Governance Training – Ecobank Sudan • Business Strategy & Operational Execution: Bridging the Divide running - Wharton Executive Education • Executive Education on Making Corporate Boards More Effective - Harvard Business School • Master Card Merchant & Payment Training - MasterCard • Enhancing Board Performance: Board Evaluation And Remuneration - Financial Institutions Training Centre/Central

Bank of Nigeria • AML/CFT Risk Compliance Training – Conrad Clark Nig Ltd

The Board’s oversight of the operations and activities of the Bank continues to be carried out transparently.

3. Compliance With The Revised Central Bank of Nigeria (CBN) Code of Corporate Governance

The Bank renders quarterly returns to the CBN on the status of its compliance with the Revised CBN Code of Corporate Governance. The Bank is in compliance with the terms of the Code. An independent Appraisal of the Board is also carried out annually. The last appraisal was carried out by PricewaterhouseCoopers for the 2014 financial year, and recommendations for improvement were implemented. An appraisal for the 2015 financial year has been done by DCSL Corporate Services Limited.

4. Board Committees

In line with the Revised CBN Code of Corporate Governance, the Chairman of the Board is not a member of any Board Committee. Furthermore, the Charters of all the Board Committees have been approved by the CBN.

i. Board Credit Committee

Responsibilities

• Approval of credits outside management’s delegated approval limit • Approval of related party transactions/credits • Review of remedial accounts/past due obligations/ classified accounts • Approval of accounts to be written-off and any other related matters • Approval of exceptions to the credit policy • Review of periodic reports and assessment of portfolio performance Committee Composition:

Mallam Garba - Chairman Mr. Edouard Dossou-Yovo - Member Dr. Jumoke Oduwole - Member Mr. Charles Kie - Member Ms. Foluke Aboderin - Member ii. Board Governance Committee

Responsibilities

• Compliance with Governance Codes, laws and regulations • Corporate governance issues and assessment/evaluation of the Board • Approval of contractors and major contracts • Human Resources matters, relating to employment, termination of employment and review of performance appraisal of

Assistant General Managers and above, staff salary changes and loans • Appointment of directors and approval of their emoluments Committee Composition:

Mme. Eveline Tall - Chairman Femi Ayeni - Member Dr. Franca Ovadje - Member Dr. Jumoke Oduwole - Member Mallam Garba Imam - Member iii. Board Risk Committee

Responsibilities • Review and recommend changes to the Board as needed to ensure that the Bank has in place at all times, a Risk

Management Policy • Approve and recommend risk tolerance levels, limits and metrics • Review on an annual basis a risk assessment prepared by management that identifies and evaluate all material risks


24

• Provide oversight to ensure that the risk management monitoring and reporting functions in the Bank are independent of business line or risk-taking processes

• Discuss and evaluate the Bank’s risk exposures in light of current market conditions, established risk limits, operating performance and other relevant factors

• Review report that monitor compliance with risk parameters established by regulation or Bank policy and measure the adequacy of risk monitoring, testing and governance

• Inform the Board of the status of risk exposures and risk management processes in the Bank • Oversee the Bank’s risk framework and controls, and monitor the activities of the management level risk committees • Periodically review and approve proposals regarding financial, investment, credit and operating risk management

strategies and key decisions of the management level risk committee Committee Composition:

Mrs. Funmi Oyetunji - Chairperson Mr. Edouard Dossou-Yovo - Member Dr. Franca Ovadje - Member Mr. Anthony Okpanachi - Member Mr. Oladele Alabi - Member iv. Board Audit & Compliance Committee

Responsibilities

• Review and assessment of all internal and external audit reports. Review and monitoring of internal control and ensuring effectiveness of controls

• Review of frauds and forgeries • Review of the Bank’s compliance requirements • Liaising with external and internal auditors and management • Ensuring compliance with all applicable laws and regulations, as well as operating standards • Review of the Bank’s financial performance • Review of scope and planning of audits • Review of audited accounts and management Control Reports • Review of capital expenditure and operating expenses Committee Composition:

Femi Ayeni - Chairman Mr. Edouard Dossou-Yovo - Member Mrs. Funmi Oyetunji - Member Mme. Evelyne Tall - Member

v. Frequency Of Meetings

Meetings of the Board and its Committees are usually held quarterly, but may be convened at any time whenever the need arises. In line with recommendations of the Central Bank of Nigeria on nature of presentation of credits for approval, the Board Credit Committee started meeting more frequently where necessary for management to formally present credits for review, critique and approval. This process has enhanced the Bank’s credit approval process.

5. Shareholder participation

The Bank’s sole shareholder is active in the affairs of the Bank through the appropriate governance charters.

6. Whistle-blowing

In line with our commitment to instill best corporate governance practices in the institution and in compliance with regulatory requirements, all stakeholders are invited to report any concern about a threatened/suspected or actual breach through an independent Whistle-Blowing process. The Bank currently subscribes to the KPMG Ethics Line, an independent Whistle-Blowing procedure which ensures anonymity of the whistle-blower and effective handling of issues reported. All stakeholders are enjoined to utilize the line. The e-mail address is [email protected]. Toll free hotlines: 07030000026, 07030000027, 08088118888, 08088228888

Good Corporate Governance is fundamental to the long term success of any institution. This remains the bedrock of the operations of the Bank and its Board.

PROFILE OF DIRECTORS

Mr. John Oche Aboh

Chairman of the Board

Born 1956, Mr. John Oche Aboh served as Managing Director and Chief Executive Officer of Oceanic Bank International Plc. after the Central Bank of Nigeria intervention in the Bank in 2009 until he successfully stabilized the Bank for its acquisition by Ecobank Transnational Incorporated and its subsequent merger with Ecobank Nigeria in December 2011. Mr. Aboh has in built a legacy of professionalism and integrity that brought him global acclaim in the financial services sector. He served as Executive Director, in charge of Banking Operations & Services with First Bank of Nigeria Plc up until December 2008. An astute banker with over 30 years of work experience, he remains a leading light in Nigeria’s financial


25

services sector. In 16 out of those 30 years, he worked at senior management and Board of Directors’ levels in large Nigerian banks with well-defined organizational structures and strong corporate governance practices. At the height of Wema Bank Plc crisis in January 2008, he was drafted to the Bank as the Acting Managing Director/Chief Executive Officer by the Central Bank of Nigeria. He successfully stabilized the Bank and restored customer confidence within a very short period to the delight of Central Bank of Nigeria and other stakeholders of the Bank. This achievement was attested to by a Letter of Commendation dated 19th September 2008 written to him by the Governor of Central Bank of Nigeria. He has in-depth knowledge of all facets of Finance and Banking. He has exceptional record of achievements in Banking Operations, International Trade Finance, Corporate Banking, Credits, Financial Management, Information Technology and Projects Implementation. Mr. Aboh was Chairman at Old Mutual Nigeria Life Assurance Company Limited, a Director of Africa Finance Corporation and an Executive Director of FBN Holdings Plc (Formerly Known as First Bank of Nigeria Plc). He holds a B.Sc. - Finance with Second Class Upper Division from University of Nigeria, Nsukka - 1980, and MBA - Finance and Accounts from University of Jos - 1985, AMP Harvard University Boston - 2003. He joined the Board of Ecobank Nigeria in June 2015 and was elected Chairman of the Board.

Mr. Edouard Virgile Dossou-Yovo

Independent Director

Born 1949, Mr. Dossou-Yovo has a Master’s Degree and PhD in Commercial Law. He worked with Banque Paribas Group France for 10years as Investment Advisor and Legal Counsel. Since leaving Banque Paribas Group, from 1990 to date, Mr. Dossou-Yovo has been operating his own Company, Cabinet International Ingenierie Financiere Assitance Juridique et Gestion (CIIFAG).

Mr. Dossou-Yovo brings his wealth of experience in international banking as well as the Law to Ecobank Nigeria as a non-Executive Director and Independent Director. He is from the Republic of Benin and joined the Board in April 2009.

Mr. Olufemi Ayeni


Born 1958, Mr. Ayeni is a graduate of the University of Lagos with an MBA specializing in Finance and Entrepreneurial Management from Wharton Business School and University of Pennsylvania USA. He is the founder and Chairman/CEO of Ultima Limited (1989 to date), a pioneer company in telecommunication and media industry.

Mr. Ayeni has over 30 years’ experience in the entertainment, media, telecommunications and banking industries. He has international banking experience from National Bank Philadelphia in United States of America (USA) and locally with the International Merchant Bank.

His company Ultima Limited is behind the successful weekly, interactive TV Reality show “Who Wants To Be A Millionaire?” and “Project Fame West Africa” among others.

Mr. Ayeni, a distinguished entrepreneur joined the Board in January 2012.

Mrs. Funmi Oyetunji

Non-Executive Director

Born in 1957, Mrs. Oyetunji graduated from the University Of Nigeria in 1977 with a BSc in Accountancy. She is a Fellow of both the Institute of Chartered Accountants of Nigeria and The Association of Certified Accountants in the UK.

She brings over 30years of experience in audit, financial services, banking and asset management. From 1981 to 1992, she built a career in audit and business/financial advisory with the firms of Coopers and Lybrand and Z.O Ososanya & Co in Nigeria and KPMG in the UK. Her banking experience spanned ten years from 1992 to 2002 when she held senior management positions including head of Foreign Operations and Bank Treasurer at First Bank of Nigeria. Since 2002, she has been the Managing Director of Abitos Financial Services Limited, a financial advisory and real estate investment company.

Mrs. Oyetunji has taught Accounting and Finance on the executive programs of the Lagos Business School and IBFC Agusto. She has also taught Asset & Liability Management for the Money Market Association of Nigeria. She is a member of the International Women Society and Governing Council of Bank Directors Association of Nigeria (BDAN)

Mrs. Oyetunji joined the Board in April 2012.

Mallam Garba Imam


Born 1950, Mallam Garba Imam has work experience that spans over 30 years beginning with the Kano State Civil Service as Executive & Administrative Officer in Governor’s office and also served in other capacities, which include Assistant Secretary (Project Planning). He started his banking career in 1985 with Chase Merchant Bank Nigeria Ltd (Continental Merchant Bank Plc).

He joined African International Bank Limited in 1996 and he was at different times in charge of Operations, Corporate Banking, Risk Management, Branch Supervision, Corporate Finance and Lagos Regional Business Development Department.

He was on the Board of NAL Bank Plc (now Sterling Bank Plc) from 2002. Mallam Imam retired from Sterling Bank in August, 2011 upon attaining the retirement age. In November 2011, he was appointed as a Non-Executive Director at Enterprise Bank Limited by AMCON where he also served on the Board’s Credit and Risk Management Committees.


26

Mallam Imam is a Fellow, Chartered Institute of Management, UK. Fellow, Institute of Credit Administrators, Honorary Senior Member, Chartered Institute of Bankers, Member, Institute of Directors and a Member of Bank Directors Association of Nigeria. Mallam Garba Imam holds a B.SC (Hons) Degree in Sociology from Ahmadu Bello University, Zaria and a Masters of Social Science from Birmingham University United Kingdom. He also obtained a PGD in Agricultural Development from Imperial College University of London.

Dr. Franca Ovadje


Born 1963, Dr. Franca Ovadje, is a senior lecturer, Organisational Behaviour and Human Resource Management at the Lagos Business School. She is the Founder, Centre for Research in Leadership & Ethics and Associate Editor (Africa) International Journal of Cross Cultural Management. Franca has a PhD in Business Administration, IESE, University of Navarra, Barcelona Spain and prior to that an MBA from the University of Nigeria, Enugu. She is a graduate of Economics from the University of Ibadan.

Dr. Ovadje is a visiting Professor of the Strathmore Business School (2006 - date) where she teaches the Advanced Management Programme and the Strategy in Action Seminar. She is Co-Founder & Chairperson Nigerian Business Women Forum (1999 – 2005) and Chairperson, Board of Patrons of Afara Leadership Centre (2002 -2006).

Franca is the recipient of several awards amongst which are HR Professionals Africa in “Appreciation of your contributions to the Development of the Human Resources Profession in Africa.”- 22

nd October, 2007, African Management Scholar.

Presented by the Eastern Academy of Management, USA. 2007 and Best Presenter Award - International Academy of African Business & Development. April 2006 at the 6

th International Conference in Dar es Salaam, Tanzania. She was also

a Guest of the US Government on the International Visitor Programme, US Information Agency. March 12 – April 2, 1998. Franca has written several publications.

She joined the Board of Ecobank Nigeria in January 2016. She is bringing her wealth of experience in management and Human Resources.

Dr. Olajumoke Oduwole LL.B. (Unilag), LL.M. (Cantab), JSM, JSD (Stanford), BL


Born 1973, Dr. Jumoke Oduwole is a lecturer in the Department of Jurisprudence and International Law, in the Faculty of Law of University of Lagos, Nigeria, where she has taught various subjects, including International Trade Law, International Economic Law, Law of Banking and Negotiable Instruments, Contract, and Commercial Transactions since 2004. Jumoke is a second term elected member of the University of Lagos Senate and sits on the Senate Committee in charge of Student Scholarships, Bursaries and Loans. She was appointed as the 2013-2015 Prince Claus Chair holder, a visiting professorship of development and equity in honour of the late Prince Claus of The Netherlands by the Curatorium chaired by H.M. Queen Maxima of the Netherlands. She was a 2013 Archbishop Desmond Tutu Fellowship of the prestigious African Leadership Institute. She is a Vice President on the Executive Board of Africa Association of International Law (AAIL), representing West Africa. She also sits on the Executive Committee of the African International Economic Law Network (AfIELN). Jumoke is the immediate past Co-President of the Stanford Alumni Club of Nigeria and was an executive member of the Oxford and Cambridge (Oxbridge) Club of Nigeria.

Prior to her career in the academia, Jumoke w o r k e d w i t h Guaranty Trust Bank Plc’s Corporate Banking Group and FCMB Capital Markets, a division of First City Monument Bank Plc.

Dr. Oduwole is a graduate of law from University of Lagos and was called to the Nigerian Bar in 1999. She holds an LL.M. degree in Commercial law (second-class upper) from Cambridge University, England Jumoke received a Master’s degree in International Legal Studies from Stanford University, USA and was a Graduate Fellow at the Stanford Center on International Conflict and Negotiation (SCICN) from 2007/2008. S h e obtained her doctorate degree in International Trade and Development from Stanford Law School. Dr. Oduwole joined the Board of Ecobank Nigeria in January 2016.

Mme. Eveline Tall


Born 1958, Eveline Tall is the Chief Operating Officer and Deputy Chief Executive Officer in Ecobank Transnational Incorporated. She started her banking career in 1981 in Citibank in Dakar. She left Citibank to join Ecobank Mali as Deputy Managing Director in 1998, and was made Managing Director in 2000. She was later transferred to Ecobank Senegal as Managing Director in 2000. She was appointed Regional Head of the UEMOA Zone in October 2005. Eveline Tall holds a Bachelor’s degree in English (Dakar) and a Diploma in International Trade, Distribution and Marketing from the Ecole d’administration et de Direction des Affaires, Paris. She was appointed to the Board of the Bank in March 2010.

Mr. Charles Kie

Managing Director

Born 1962, Mr. Charles Kie was appointed Managing Director of Ecobank Nigeria in January 2016.

Prior to his appointment, Charles Kie was the Group Executive, Corporate and Investment Bank for Ecobank Transnational Incorporated (ETI) responsible for leading the Ecobank Group’s Corporate and Investment Banking business across the global network of 40 countries, 36 of which are in Africa. Charles represented ETI on the Board of Directors of EBI.SA, the


27

Ecobank subsidiary in France as well as Ecobank Development Corporation (EDC), the investment banking arm of the Ecobank Group.

Mr. Kie joined the Ecobank Group in October 2011 as Chief Operating Officer of Ecobank Capital. He has also worked as Group Head, Corporate Bank, ETI.

Before joining the Ecobank Group, between 2008-2011, Charles Kie was Group CEO of Groupe Banque Atlantique, based in Togo and then Cote d’Ivoire. Groupe Banque Atlantique (now majority owned by Banque Centrale Populaire of Morocco) had operations in 8 countries in West Africa and 1 in Central Africa as well as a representative Office in Paris (France).

Mr. Kie also had a successful career with Citibank between 1997 and 2008, rising to the position of Chairman and CEO of Citigroup West Africa between 2004 and 2008. Mr. Kie is a graduate of Ecole Superieure de Commerce d’Abidjan (Cote d’Ivoire), has an MBA from the London School of Economics-New York University Stern-HEC Paris, and an MSc from the University Of Clermont Ferrand France. He has attended the Harvard Business School- Advanced Management Program. He is fluent in English and French, and he is an Ivorian national.

Mr. Anthony Okpanachi

Deputy Managing Director

Born 1966, Mr. Anthony Adejo Okpanachi is currently the Deputy Managing Director of Ecobank Nigeria. Prior to this he was the Chief Executive Officer of Ecobank Kenya and Regional Head for East Africa, comprising Kenya, Uganda, Tanzania, Rwanda and Burundi within the Ecobank Group.

Tony’s banking career spans over 25 years with 17 of those in senior management levels across various strategic business units/functions such treasury operations, Retail Business development, regional business management and top level Relationship Management amongst others.

He has been trained both extensively locally and internationally and holds an MBA from Manchester Business School (UK) with BSc in Economics with distinction from the Ahmadu Bello University, Zaria and MSc in the University of Lagos respectively.

Tony is a member of the Board of various local and international companies including Ecobank Affiliates and is a member of the Chartered Institute of Stockbrokers, Nigeria Institute of Management and Institute of Banking Malawi.

Ms. Foluke Aboderin

Executive Director/Acting Deputy Managing Director, Corporate Bank

Born 1961, Ms. Aboderin is a Chartered Accountant and also holds a first degree in Economics. She joined Ecobank in March 2007.

A seasoned banker, her banking experience spans 27 years, managing the relationships of Multinationals and Top-tier Local Corporates operating in key sectors of the economy. She has attended several Citibank courses locally and abroad and she performed a short-time assignment in Citibank South Africa. Before working with Citibank, she started her banking career at First City Merchant Bank (now First City Monument Bank) where she worked in the Corporate Finance and Corporate Banking Departments of the bank for over ten years.

Foluke Aboderin is the Group Head of Corporate Banking, and was appointed an Executive Director in September 2007.

Mr. Oladele Alabi

Executive Director

Born 1967, ‘Dele Alabi has over 18 years of diversified experience in banking, having worked in various areas including Treasury and Financial Institutions, Strategy and Business Development, Corporate Banking and Risk Management groups in the Ecobank Group. He also has country supervision and management experience, as the pioneer Managing Director for Ecobank Uganda since inception in January 2009 till August 2011. He joined Ecobank Nigeria in 1993 and rose to senior management position in the affiliate before his transfer to the Group in January 2007. He was a member of the team involved in growing Ecobank franchise in the East and Southern African region between 2007 and 2008. Prior to joining Ecobank Nigeria in 1993, he worked for 5 years in Arthur Andersen & Co (now KPMG Professional Services), an international audit and consulting firm.

Dele holds a First Class Honours degree in Accounting from the University of Ife and an MBA (specializing in Finance) from the University of Lagos. He is an award winning Chartered Stockbroker (Associate), Chartered Accountant (Fellow), Chartered Banker (Fellow) and Chartered Tax practitioner (Associate), He was appointed an Executive Director in August 2011, presently with responsibility for the Finance and Control functions in the Bank.


28

DESCRIPTION OF SHAREHOLDING

As at March 31, 2016, the authorised share capital of the Bank was ₦15,000,000,000, comprised of 30,000,000,000 ordinary shares of 50 kobo each. As at March 31, 2016, the Bank’s issued and fully paid up share capital was ₦10,074,882.50 comprised of 20,147,544,631 ordinary shares of 50 kobo each.

Major Shareholders

The following table lists the shareholders of the Bank as indicated in its share register as at 31 December 2015. All of the shareholders of the Bank have the same voting rights and right to receive notice of, and to attend, meetings.

March 31, 2016

Number of Shares held % of Shareholding

ECOBANK TRANSNATIONAL INC. ................................................. 20,147,544,630 100.0 NIGERIAN CITIZENS AND ASSOCIATIONS ................................... 1 0.0

AUDITOR'S COMFORT LETTER

29

HISTORICAL FINANCIAL INFORMATION

30

The financial information set out on pages 30 to 33 of this Programme Memorandum has been extracted from the audited annual financial statements of the Issuer and is available at the specified office(s) of the Issuer. This section should be read and construed in conjunction with any audited interim financial statements published subsequently, for the financial years prior to each issue of Notes under this Programme.

Income Statement for the 3 years ended 31 December 2015

ECOBANK NIGERIA LIMITED STATEMENT OF PROFIT OR LOSS AND OTHER

COMPREHENSIVE INCOME

31-Dec-15 31-Dec-14 31-Dec-13

(All amounts in millions of Naira unless otherwise stated) N'million N'million N'million

Gross revenue 242,065 221,333 176,658

Interest income 190,513 152,355 132,931 Interest expense (65,967) (53,227) (44,532)

Net interest income 124,546 99,128 88,399

Net fee and commission income 31,517 39,635 32,571 Net gains/(losses) from financial instruments at fair value (120) (2,157) (171) Other operating income 14,725 24,030 7,757

Net operating income before impairment charge for losses 170,668 160,636 128,557

Impairment charge for losses (55,740) (32,994) (32,606)

95,951

Net operating income after impairment charge for losses 114,928 127,642 95,951

(42,959)

Employee benefit expense (44,838) (43,998) (42,959)) General and administrative expense (30,987) (28,607) (24,718) Depreciation and amortisation (5,927) (6,169) (7,390) Other operating expenses (21,795) (20,205) (10,351)

Share of Profit/(Loss) from Associates

Profit before tax from continuing operations 11,380 28,663 10,533

Income tax (76) 1,070 1,125

PROFIT FOR THE YEAR 11,304 29,733 11,658

Other comprehensive income: Items that will not be reclassified subsequently to profit or loss:

Remeasurement of defined benefit obligations 229 103 (237)

Items that may be reclassified subsequently to profit or loss:

Net fair value loss on available for sale financial assets 23,405 (4,870) (8,421)

Other comprehensive income for the year, net of tax 23,634 (4,767) (8,658)

TOTAL COMPREHENSIVE INCOME FOR THE YEAR 34,938 24,966 3,000

Profit attributable to: Owners of the parent 11,304 29,733 11,658

11,304 29,733 11,658

Total comprehensive income attributable to: Owners of the parent 34,938 24,966 3,000

34,938 24,966 3,000

Earnings per share for profit attributable to owners of the parent

Basic and diluted 56k 148k 63k


31

Statement of Financial Position as of 31 December 2015, 2014 and 2013


STATEMENT OF FINANCIAL POSITION

31-Dec 31-Dec 31-Dec

(All amounts in millions of Naira unless otherwise stated 2015 2014 2013

N'million N'million N'million

ASSETS

Cash and balances with Central Bank

254,450 252,256 228,341

Balances with other banks and financial institutions

76,000 94,430 62,117

Loans and advances to customers

817,348 892,721 625,907

Financial assets held for trading

32,332 52,519 17,881

Derivative financial assets

7,193 22,436 -

Investment Securities: available-for-sale

325,475 117,112 162,956

Investment Securities: loans and receivables

41,560 51,181 57,555

Investment in subsidiaries

- - 2,846

Pledged assets

151,285 191,659 181,386

Non-current assets held for sale

- - 2,560

Property, plant and equipment

56,621 57,281 56,134

Intangible assets

1,475 461 65

Deferred tax asset

2,254 10,077 7,335

Other assets

28,355 30,676 55,600

Retirement benefit asset

- 113 128

Total assets

1,794,348 1,772,922 1,460,811

LIABILITIES

Deposits from banks

92,590 111,200 61,919

Deposits from customers

1,217,571 1,251,015 1,118,401

Derivative financial liabilities

266 3,221 -

Borrowings

167,071 146,653 58,122

Retirement benefit liability

160 - -

Current income tax liability

4,664 2,683 1,734

Other liabilities

84,239 59,756 64,007

Total liabilities

1,566,561 1,574,528 1,304,183

EQUITY

Share capital

10,074 10,074 9,241

Share premium

131,928 131,928 115,961

Retained earnings

37,150 35,059 (9,625)

Other reserves

48,635 21,333 41,051

Total equity

227,787 198,394 156,628

Total equity and liabilities

1,794,348 1,772,922 1,460,811


32

Statement of Cash Flows for the 3 years ended 31 December 2015

31-Dec 31-Dec 31-Dec

(All amounts in millions of Naira) 2015 2014 2013

Cash flows from operating activities

Profit after tax 11,304 29,733 11,658

Adjustments:

Loan impairment charges 54,485 31,185 25,077

Bad loans w ritten off 171 - (122)

Losses from fair valuation 120 2,157 -

Impairment allow ance no longer required - other assets (3,777) - -

Depreciation 5,459 6,042 7,327

Amortisation of intangible assets 468 127 63

impairment losses on Investment securities: loans and receivables 163 (32) 229

impairment losses on other assets 3,705 3,831 2,147

Profit from sale of property and equipment (310) (65) (119)

Gains on disposal of subsidiaries - (825)

Fixed assets w ritten off 49 - -

Retirement benefit expense 734 643 636

Foreign exchange gain (13,372) (22,225) (6,919)

Interest paid on long term borrow ings 6,507 2,573 935

Net interest income (124,546) (99,128) (88,399)

Dividend income (762) (673) (443)

Tax expense 2,382 1,142 205

Capital gain tax 37 - -

Deferred tax income (2,306) (2,212) (1,330)

(59,489) (47,727) (49,056)

Movement in assets and liabilities

Cash reserve balance 43,574 (65,222) (58,640)

Interest received 190,513 152,355 132,931

Interest paid (65,967) (53,227) (44,532)

Loans and advances to customers 20,717 (301,673) (102,904)

Financial assets held for trading 20,067 (36,795) 5,513

Derivative f inancial assets 15,243 (22,436)

Investment securities - available-for-sale-investments (174,927) 45,844 60,425

Investment securities - loans and receivables 9,458 6,373 21,566

Pledged assets 40,374 (10,274) (72,052)

Other assets 2,393 21,093 (19,365)

Deposit from banks (18,611) 49,281 40,430

Deposit from customers (33,444) 132,614 75,188

Derivative f inancial liabilities 10,417 25,446

Other liabilities 25,688 (4,677) 16,181

Cash generated from operations 26,006 (109,025) 5,685

Value added tax paid (1,339) (1,483) (1,028)

Tax paid (438) (193) (52)

Net cash from operating activities 24,229 (110,701) 4,606


33

Cash flows from investing activities

Proceeds from sale of subsidiaries - 3,369

Proceeds from sale of non-current assets held for sale 226

Dividend received 762 673 443

Purchase of intangible assets (1,482) (523) (25)

Purchase of property and equipment (5,994) (4,635) (4,256)

Proceeds from sale of property and equipment 1,457 65 119

Net cash generated investing activities (5,257) (1,051) (3,493)

Cash flows from financing activities

Proceeds from issue of shares 16,800

Dividend paid (5,545) -

Borrow ings 20,418 88,531 (761)

Interest paid on long term borrow ings (6,507) (2,573) (935)

Net cash (used in)/generated from financing activities 8,366 85,958 (1,696)

Increase in cash and cash equivalents

Cash and cash equivalents at the beginning of year 131,284 140,278 140,861

Net cash from operating activities 24,229 (110,701) 4,606

Net cash from investing activities (5,257) (1,051) (3,493)

Net cash from financing activities 8,366 102,758 (1,696)

Cash and cash equivalents at end of year 158,622 131,284 140,278

EXTRACT FROM ISSUER'S RATING REPORT

34

The following information is an extract from the rating report prepared by Global Credit Rating Company Limited.

LEGAL OPINION ON THE NOTES

35


36


37


38


39


40


41


42


43


44


45


46


47


48

GENERAL INFORMATION

49

Authorisation

The establishment of this CP Programme and issuance of Notes thereunder was approved by the resolution of the Board of Directors Ecobank Nigeria Limited dated 19 April, 2016.

Going Concern

The Directors have made an assessment of the Issuer's ability to continue as a going concern and have no reason to believe the Issuer will not remain a going concern in the year ahead. If any event occurs as a result of which the above statement is no longer true and accurate, the Issuer will give notice thereof to the Noteholders in accordance with Condition 8.

Auditors

Deloitte acted as auditors of the annual financial statements of the Issuer for the financial years ended 31 December 2015, 2014 and 2013. The auditors have in respect of those years for which they were responsible for the audit, issued unqualified reports.

Litigation

The Issuer is neither engaged (whether as defendant or otherwise) in any legal, arbitration, administration or other proceedings, the result of which might have, or have had during the 12 months prior to the date of this Programme Memorandum, a material adverse effect on the financial position or the operations of the Issuer, nor is the Issuer aware of any such proceedings being threatened or pending.

Material Contracts

The following agreements have been entered into and are considered material to this Programme:

i. An Agency Agreement between the Issuer and Ecobank Nigeria Limited;

ii. A Deed of Covenant dated 11 July 2016 executed by the Issuer as a deed poll in favour of the Noteholders; and

iii. A Dealer Agreement between the Issuer and the Arrangers.

Other material contracts in respect of any issuance of Notes under the Programme will be disclosed in the Applicable Pricing Supplement issued in respect of that Series or Tranche.

Ultimate Borrower

The Issuer is the borrower in respect of the Notes.

Banking Sector Reforms

The liabilities of the Issuer to the Noteholders as the issuer of the Notes will not be affected should the Issuer divest itself of its non-banking subsidiaries, or undergo any other form of reorganisation in order to conform to any regulation issued by the CBN.

50

ISSUER


Registered Office: Plot 21 Ahmadu Bello Way

Victoria Island, Lagos

Nigeria

Tel No: +234 1 270 4280

Contact: Ayo Babatunde

AUDITORS TO THE ISSUER

Akintola Williams Deloitte

Registered Office: Akintola Williams Deloitte & Touche House

235 Ikorodu Road

Ilupeju, Lagos

Nigeria

Tel No: +234 (1) 271 7800

Contact: David Achugamonu

LEGAL COUNSEL

Udo Udoma & Belo-Osagie

St. Nicholas House (10th & 13

th Floors)

Catholic Mission Street, Lagos-Island,

Lagos

ARRANGERS

Standard Chartered Capital & Advisory Nigeria Limited

Registered Office: 12th Floor, SCBN Towers

142 Ahmadu Bello Way


Nigeria

Tel No: +234 1 236 8242

Contact: Samuel Sule


Registered Office: Civic Towers

Ozumba Mbadiwe Road


Nigeria

Tel No: +234 1 278 4431

Contact: Kennedy Phillip Ichibor

ISSUING, CALCULATION AND PAYING AGENT


Registered Office: Plot 21 Ahmadu Bello Way


Nigeria

Tel No: +234 (1) 271 0391-5

Contact: Are Oluwatoyin

100,000,000,000 multicurrency commercial paper …...all cp notes from time to time outstanding...

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