transnational corporation of nigeria plc....06 2016 annual report the managing director/chief...

Annual Report & Financial Statements

Transnational Corporation of Nigeria Plc.

2016RC 611238

Contents

Transcorp Plc.2016 Annual Report 01

Overview

01

Strategy andBusinessReview02

03Governance

FinancialStatements04

ShareholdersInformation05Notice of Annual General Meeting 99Proxy Form 101

Transcorp Overview 02

Group Business Review 03

Financial Highlights 08

List of Directors and Other Professional Advisers 09

CEOs of Subsidiaries 12

Executive Management 13

Corporate Governance Report 24

Directors’ Report 30

Board Evaluation Report 33

Statement of Directors Responsibilities 34

Report of the Audit Committee 35

Chairman’s Statement 15

President/CEO’s Report 19

Independent Auditor’s Report 36Statement of Financial Position 40Statement of Profit or Loss and Other Comprehensive Income 41Statement of Changes in Equity 42Statement of Cash Flows 43Notes to the Financial Statements 44Statement of Value Added 97Five Year Financial Summary 98

ABOUT TRANSCORP

Transnational Corporation of Nigeria Plc (Transcorp) is a leading diversified conglomerate. We focus on acquiring and managing strategic businesses that create long term shareholder value and socio-economic impact. Our business interests are in four strategic sectors: Power, Oil & Gas, Hospitality and Agriculture.

Incorporated on November 16, 2004 and quoted on the Nigerian Stock Exchange, Transcorp has a shareholder base of about 300,000 investors, the largest of which is Heirs Holdings Limited, a pan-African proprietary investment company.

Our notable businesses include the award-winning Transcorp Hilton Hotel, Abuja; Transcorp Hotels, Calabar; Teragro Commodities Limited, operator of Teragro Benfruit Plant – Nigeria’s first-of-its-kind juice concentrate plant; Transcorp Power Limited, owner of the 972MW gas fired Power Plant; Transcorp OPL 281 Nigeria Limited, operator of Oil Prospecting License 281, Transcorp Energy Limited; Transcorp Hilton, Lagos and Transcorp Hilton, Port Harcourt (both under construction). VISION

“To create sustainable value for our stakeholders in our chosen markets”

MISSION

“To build a conglomerate of successful businesses underpinned by excellence, execution and entrepreneurship” CORE VALUES - EEE

EXECUTIONGetting things done, Ownership & accountability, Responsiveness.It is our burning desire to always see things to completion in a timely, efficient & effective manner.

ENTERPRISEIngenuity, Determination & Hard work.We have the willingness and determination to do whatever it takes to get the job done. EXCELLENCEQuality, Distinction, Exceptionalism.We strive to deliver in an outstanding manner consistently.

Transcorp Overview


Transcorp Hilton Hotel, Abuja - Transcorp Hilton Hotel is situated in the heart of Nigeria's Federal Capital Territory, 40-minute drive from the Nnamdi Azikiwe International Airport, Abuja. It is a 670–room, 5-star hotel that provides luxury accommodation, exotic cuisine, fully equipped meeting rooms and leisure facilities to business travellers and tourists from all over the world. The hotel offers the benefit of the international-standard guest reward programme, Hilton Honors, which awards points and miles to members who stay at any of the Hilton Group's 3,700 hotels world-wide, and airline miles in partnership with over 50 airlines. Under Transcorp's effective leadership, Transcorp Hilton Abuja has emerged the winner of five (5) prestigious awards at 2016 World Travel Awards for the forth time in a row. The awards include: Africa's Leading Business Hotel, Nigeria's Leading Business Hotel, Nigeria's Leading Hotel, Nigeria's Leading Meeting, Incentives, Conventions, and Exhibitions (MICE) Hotel and Nigeria's Leading Hotel Suite (the Presidential Suite).

Transcorp Hilton Abuja clinched the 2016 TripAdvisor Travelers' Choice™ awards for Hotels (the highest honour to be given by TripAdvisor), ranking first out of sixty-four (64) hotels in Abuja based on the reviews and opinions of the global travel community.

Transcorp Hotels, Calabar - The 146-room Transcorp Hotels, Calabar, is a premier destination hotel in Calabar, Cross River State, which is fast becoming the destination stop for vacations and conferences in Nigeria. The hotel is located in the heart of Calabar and is a well-known landmark for both locals and visitors. It is the perfect meeting ground for business and pleasure. Transcorp Hotels, Calabar, also provides outstanding conferencing facilities: fine dining, 24-hour room service, a fitness centre, complimentary airport pick up, complimentary Wi-Fi connection in all guest rooms and guest discounts with local merchants. Transcorp continues to develop strategies in the medium and long term that will consistently position the hotel as a leader in the Calabar hospitality market.

Group Business Review


Transcorp Hilton Ikoyi Limited - Building on its successful years of partnership, Transcorp Hotels Plc has executed a Management Agreement with the Hilton Worldwide for the development of a 320-room five-star Transcorp Hilton in Ikoyi Lagos. The proposed Transcorp Hilton Lagos will be the Hilton Group's second hotel in Nigeria by Transcorp, following the award-winning Transcorp Hilton Hotel Abuja, which is one of the leaders in Hilton's global network. The new hotel will be jointly owned by Transcorp Hotels Plc, Transcorp's hospitality arm, and Heirs Holdings Limited.

Significant pre-construction milestones have been achieved for the property which is expected to open in 2019/2020.

Transcorp Hotels Port Harcourt Limited - Transcorp Hotels Plc has signed another agreement with Hilton Worldwide, to develop a 250 room Hilton Hotels & -Resorts-branded property in Nigeria's garden city, Port Harcourt, Rivers State. The proposed Transcorp Hilton Port Harcourt will be a full-service, upscale hotel featuring almost 1,400sqm of state-of-the art conference facilities and meeting rooms, alongside stylish and creative leisure facilities including six restaurants and bars, a gym, spa, pools, and tennis and squash courts, all targeting Nigeria's burgeoning middle class.

Transcorp Power Limited - Transcorp Power Limited (Transcorp Power) is the power subsidiary of Transnational Corporation of Nigeria Plc (Transcorp). The company is a leader in the Nigerian power space and drives Transcorp's strategic interests in the Power sector. Transcorp Ughelli Power Limited (TUPL) had acquired Ughelli Power Plc, one of the six successor power generation companies unbundled from Power Holding Company of Nigeria (PHCN) during the privatisation exercise by the Federal Government of Nigeria n 201 Ughelli Power Plc in November, 2013. I 5,successfully merged with TUPL and the surviving entity, TUPL changed its name to Transcorp Power Limited. Transcorp Power operates the Ughelli Power Plant which has an installed capacity of 9 MW with four power 72plants, Delta I, Delta II, Delta III & Delta IV and most of the electricity generated are transported to the national grid. Today, Transcorp Power has significantly increased the output of the Ughelli Plant and plans to increase the generating capacity of the plant to over 2,500 MW in line with its ic objectivestrateg to supply 25% of the nation’s power output over the medium term.

Teragro Commodities Limited - Teragro Commodities Limited is the agribusiness subsidiary of Transnational Corporation of Nigeria Plc. We leverage on advanced technology in food processing to produce high quality

agricultural products including orange and pineapple concentrates, mango purees and orange peel oil for industrial markets.

Incorporated in 2008, the company is the operator of the 26,500 metric tonne capacity Teragro Benfruit Plant in Benue State, Nigeria's first-of- i ts-k ind juice concentrate plant.

Teragro and its products are certified by the National Agency for Food and Drugs Administration and Control (NAFDAC) of Nigeria and the Global Food Safety Initiative (GFSI) with ISO 9001:2008 and FSSC 22000:2005.

Transcorp OPL 281 Nigeria Limited - The Oil & Gas activities of Transcorp are carried out by its fully owned subsidiaries, Transcorp Energy Limited and Transcorp OPL 281 Nigeria Limited.

Transcorp Energy Limited was established in 2008 to spearhead Transcorp's push into the energy sector and Transcorp OPL 281 Nigeria Limited oversees the petroleum operations of Transcorp's oil block, OPL 281 located in Burutu, Delta State.

Transcorp entered into a Production Sharing Contract (PSC) with the Nigerian National Petroleum Corporation (NNPC) for the development of OPL 281. Under the PSC, Transcorp holds 100% Contractor Participating Interest in the oil block. OPL 281 is an onshore block covering an area of 138 sq. km in the Western Delta region of Nigeria.


The Senate Committee on Privatization visited Transcorp Power Limited’s Ughelli Power Plant, led by Senator Ben Murray Bruce, Senator Abdullahi Yahaya, Senator Shaaba Lafiagi and the Director General, BPE, Dr Vincent Akpotaire.

Transcorp Plc, President/CEO Emmanuel Nnorom on one of many visits to CNBC Africa where he discussed the Power, Hospitality, Agriculture andOil & Gas Sectors.


Transcorp Plc, President/CEO Emmanuel Nnorom addresses investors at2015 Annual General Meeting.

Chairman, Transcorp Plc Tony O. Elumelu flanked by Transcorp Power Limitedexecutive team at Ughelli Power Plant.

Chairman, Transcorp Plc congratulates Transcorp Power Limited team on a job well done.

Transcorp Chairman Plc, Tony O. Elumelu exchanges pleasantries with Transcorp HotelsMD/CEO Valentine Ozigbo.

Zain Asher of CNN interviews the chairman, Tony O. Elumelu, CON at the Transcorp Power plant in Ughelli, Delta state.

Transcorp Hosts ICANTranscorp Plc hosts the 52nd President of the Institute of the Chartered Accountants of Nigeria (ICAN); Deacon Titus Soetan on a courtesy visit to Transcorp Plc and Heirs Holdings Group.

Jan van der Putten, Hilton Vice President Operations Middle East and Africa, Etienne Gailliea, General Manager Transcorp Hilton Abuja, Chairman of Transcorp Plc, Tony O. Elumelu , CON and Okaima Ohizua, Executive Director Customer Services, Transcorp Hilton Abuja inspecting the multi-million dollar Transcorp Hilton renovations to ensure the Hotel retains its position as one of Africa’s leading premier hotel.


The Managing Director/Chief Executive Officer, Transcorp Hotels Plc, Valentine Ozigbo received the 2016 Seven Stars Global Luxury Hospitality and Lifestyle Awards on behalf of the hotel and was also voted as the CEO of the year in Marbella, Spain.

Francis Agoha, COO Transcorp Power Limited presents gift to student at Transcorp Power Limited Staff School, Prize Giving Day ceremony.

Students of Transcorp Power Limited Staff School celebrate African Day 2016


The US Secretary of State, John Kerry, had a wonderful stay at the prestigious Transcorp Hilton Abuja.

MD/CEO Transcorp Hotels Plc. Valentine Ozigbo welcomesPresident Muhammadu Buhari to the Transcorp Hilton Abuja.

Group2016 2015 Increased / (Decreased)

N'million N'million %

for the year ended 31 December Gross Earnings 59,425 40,754 46 Cost of Sales 29,259 16,423 (78) Gross Profit 30,166 24,330 24 Administrative Expenses 10,377 9,614 (8)(Loss) /Profit before tax (5,928) 3,320 (279)(Loss) /Profit after tax (1,127) 2,032 (155)

As at 31 DecemberNon-Current Assets 170,942 152,124 12 Current Assets 61,218 50,760 21 Total Assets 232,161 202,884 14 Share capital 20,324 19,360 5 Shareholders’ fund 86,449 87,505 (1)

Per Share dataBasic earnings per share (kobo) (2.29) 0.96 (339)Net assets per share 213 226 (6)Number of employees 2,026 2,149 (6)

2016 2015 Increased / (Decreased) Company N'million N'million %

For the year ended 31 DecemberGross Earnings 2,538 3,242 (22)Cost of Sales - -Gross Profit 2,538 3,242 (22)Administrative Expenses 2,331 1,719 (36)(Loss) /Profit before tax (440) 1,037 (142)(Loss) /Profit after tax (849) 560 (252)

As at 31 DecemberNon-Current Assets 36,542 36,113 1 Current Assets 21,372 20,507 4 Total Assets 57,914 56,619 2 Share capital 20,324 19,360 5 Shareholders fund 30,945 31,222 (1)

Per Share dataBasic earnings per share (kobo) (2.09) 1.38 (251)Net assets per share 76 81 (6)Number of employees 21 25 (16)

Financial Highlights


Board of Directors� �

Mr. Tony O. Elumelu, CON� Chairman�Mr. Emmanuel N. Nnorom� President/CEO�Olorogun O'tega Emerhor, OON Director��Mr. Chibundu Edozie� � Director� (Resigned 29 September 2016)Mr. Kayode Fasola� � Director�� Dr. Stanley Inye Lawson� � Director�� Alhaji Abdulqadir Jeli Bello� Director (Independent)� � � � �Company Secretary

Mrs. Helen Iwuchukwu

Registered Office

38, Glover Road,� � �Ikoyi, Lagos, Nigeria� � �� Auditors�

PricewaterhouseCoopers� � �Chartered Accountants�� Landmark Towers5B Water Corporation RoadVictoria Island, Lagos� � �� Bankers�

United Bank for Africa Plc� � �First Bank of Nigeria Limited� � �

Registrars and Transfer Office

Africa Prudential Registrars Plc220B Ikorodu RoadPalmgrove, LagosTel: 01-4612373-76 � � � � � �

List of Directors, Officersand Professional Advisers


Directors’Profile

Tony O. Elumelu, CONChairman

Tony O. Elumelu is an economist, investor, and philanthropist. Mr. Elumelu chairs the privately owned investment firm, Heirs Holdings, and Nigeria's largest quoted conglomerate, Transcorp. He invests across Africa, primarily in the oil and gas, financial services, hospitality and power sectors. His investments are informed by his philosophy of Africapitalism: the belief that the private sector can lead Africa's economic renaissance and that investment should create both economic prosperity and social wealth.

Mr. Elumelu sits on several public and social sector boards including the United Nations Sustainable Energy for All Initiative (SE4ALL) and USAID's Private Capital Group for Africa Partners Forum (PCGA). He is the chairman of pan-African financial services group, United Bank for Africa, with presence in 19 African countries, and offices in Paris, London and New York. He is also the founder of the Tony Elumelu Foundation, which has seeded $100 million through the Tony Elumelu Entrepreneurship Programme, to champion entrepreneurship across Africa over the next 10 years.

Emmanuel N. NnoromPresident/CEO

Emmanuel N. Nnorom joined the Board in 2013 and was appointed President/CEO in September 2014. Prior to joining Transcorp, he was President/Chief Operating Officer of Heirs Holdings Group. He also served as CEO of UBA Africa, overseeing United Bank of Africa's operations outside Nigeria and executing corporate strategy in 18 African countries. His other senior roles within UBA included Group COO, followed by his appointment as UBA's Group CFO, with responsibility for Finance and Risk.

He is a qualified chartered accountant, and has over three decades of professional experience in the corporate and financial sectors, working with publicly listed companies. He is an alumnus of Oxford University's Templeton College, and a Prize winner and Fellow of the Institute of Chartered Accountants of Nigeria.

Olorogun O'tega Emerhor, OONNon-Executive Director

Olorogun O'tega Emerhor is known as a turnaround expert due to his involvement/leadership in many turnaround assignments both in the banking and manufacturing sectors.

He holds a first class degree in Accounting from the University of Nigeria. He is a Fellow of the Institute of Chartered Accountants of Nigeria (ICAN), the Institute of Credit and Risk Management of Nigeria and the Academy for Entrepreneurial Studies, respectively. He is also a member of the Institute of Marketing Consultants.

Olorogun Emerhor is presently the Group CEO of Standard Alliance Group; Chairman, Transcorp Hotels Plc, owners of Transcorp Hilton Abuja; Chairman, Synetics Technologies Ltd and Heroes Group. He trained as a chartered accountant with the renowned PricewaterhouseCoopers and has worked in several banks, including Citi Bank, Fidelity Bank Plc and Guaranty Trust Bank Plc. He was the Managing Director of erstwhile Crystal Bank, now part of UBA.


Stanley LawsonNon-Executive Director

Dr. Stanley I. Lawson holds both an M.Sc degree in Petroleum Geology and an MBA in Finance from the University of Ibadan.

He is the Managing Partner of Financial Advisory and Investment Consultants, an oil & gas sector focused financial advisory services firm. He is a widely-respected expert with multi-disciplinary professional experience spanning over three decades in the energy and financial sectors. He spent the early years of his career as a Resident Geologist/Drilling Engineer after which he proceeded to the Banking/Finance Industry where he spent over 17 years rising to the position of Managing Director/Chief Executive of African Express Bank in 2003. Dr. Lawson also served as Group Executive Director, Finance and Accounts at the Nigerian National Petroleum Corporation (NNPC), a position he held for almost five years. He had core responsibilities for funding, budgeting and cash flow planning.

Dr. Lawson has attended several international leadership and management courses. He is presently concluding a doctoral programme at the University of Phoenix, Arizona.

Kayode FasolaNon-Executive Director

Mr. Kayode Fasola is a professional banker with over 23 years' cognate experience covering all facets of banking and business strategy. He was at various times the Directorate Head of Commercial Banking and Public Sector of the then National Bank and Wema Bank Plc.

He holds a B.Sc degree in Agricultural Economics from the University of Ibadan and an MBA in Finance from Obafemi Awolowo University, Ile-Ife. Mr. Fasola also holds an MBA in Banking from Ladoke Akintola University Ogbomosho. He is an alumnus of the prestigious Lagos Business School and the London Business School. An Associate member of the Chartered Institute of Management and National Institute of Marketing of Nigeria. Mr. Fasola is an Honorary Senior Member, Chartered Institute of Bankers Nigeria.

Abdulquadir Jeli BelloNon-Executive Director

He is an experienced financial service professional with over 28 years extensive experience in the banking and financial services industry having at various times held positions such as Group Chief Credit Officer of UBA, Executive Director, North etc. He also served in the capacity of Executive Director / Chief Risk Officer at United Bank for Africa Plc.

Alhaji Bello holds a B.Sc. in Accounting from Bayero University, Kano (1984) and an ACA Certificate from the Institute of Chartered Accountants of Nigeria (ICAN). He is a fellow of ICAN and the Institute of Credit Administration.

He has attended many training and development courses within and outside Nigeria, including Corporate Banking Strategy, Prague, Czech Republic organised by Euromoney Training EMEA, Advance Project Finance – Lagos Nigeria, International Oil Supply, Transportation, Refining and Trading – Oxford, United Kingdom, among others.


CEOs of Subsidiaries

Valentine OzigboCEO, Transcorp Hotels Plc

Has over 20 years' rich and varied experience in banking (commercial, retail, investment and international), business development and transformation and more recently hospitality asset development and management.

Holds a B.Sc. in Accounting and an MBA in Banking and Finance from the University of Nigeria, Nsukka. Graduated from the Lancaster University, UK with a Distinction in M.Sc. Finance. A Fellow of the Institute of Chartered Accountants of Nigeria and an Associate Member of the Chartered Institute of Taxation of Nigeria.

Kalyana SundaramCEO, Transcorp Power Limited

Kalyana holds a Diploma in Mechanical Engineering from Government Polytechnic College, Coimbatore, India, a Bachelors Degree in Mechanical Engineering from The Institution of Engineers, Calcutta, India and an MBA in Advanced Operations Management from the University Technical, Malaysia. He is a certified Boiler Operation Engineer from Boiler Inspectorate, Madras and a Certified Energy Manager from Aptech Computer Education, India. He has over 3 decades of experience in power plant operations and maintenance spanning several continents and across multiple industries. Prior to joining Transcorp Power Limited, he was Plant Head overseeing the Operations and Maintenance of Power blocks for Sogex Oman India, 726 MW CCPP, Tripura, India.

Tony ChukwuekeDirector, Transcorp Energy Limited

Responsible for leading a team of specialists to develop the Company's Energy Portfolio including the acquisition of the 972 MW capacity Ughelli Power Plant. He has over 35 years global oil and gas experience in the upstream and downstream sectors.

Holds a B.Sc in Physics, an M.Sc in Applied Geophysics and a Ph.D in Geology, all from the University of Nigeria Nsukka.

Tony is also the Technical Director of Tenoil Petroleum and Energy Services, an indigenous Nigerian Oil and Gas exploration and production firm wholly owned by Heirs Holdings. He provides support and consultancy services to several oil and gas investors in Nigeria and around the world.


Executive Management

Ibikunle OriolaGroup Chief Finance Ofcer

Has over 14 years of corporate experience spanning public-private partnership advisory, project finance, financial modelling, mergers and acquisitions, transaction management, capital raising and strategic & commercial due diligence.

Holds a second class upper degree in Finance from the University of Lagos and he is a qualified accountant. He won a Merit Award for 2nd best overall performance in Foundation Examination of the Institute of Chartered Accountants of Nigeria. Has attended professional trainings in the UK, Belgium, Hungary, South Africa, and in Dubai, U.A.E.

Chinazor IbeHead, Internal Audit

Has over 12 years of varied professional experience in internal audit and control, quality assurance, compliance and process reviews, accounting/financial reporting, and corporate governance.

Holds a second class upper degree in Accounting from the University of Ado-Ekiti and is an Associate of the Institute of Chartered Accountants of Nigeria.

Christopher EzeafulukweGroup General Counsel

Holds an LL.B degree from the University of Lagos, a B.L (second class upper division) from the Nigerian Law School, an LL.M from the University of Lagos and an LL.M in Energy, Environmental & Natural Resources Law from the University of Houston, Texas. He is a member of the Nigerian Bar Association (NBA), Institute of Chartered Secretaries & Administrators of Nigeria (ICSAN), Association of International Petroleum Negotiators (AIPN) and Executive Council of Association of Power Generation Companies of Nigeria.

With over 16 years working as an executive level professional, Chris has extensive experience in legal and transaction advisory and support services, as well as company secretarial and related practices. He has a strong background in in-house and external legal practice with a specialized ability to manage relationships with internal and external stakeholders.

Jewel OkwechimeHead of Administration and Business Development

Is a chartered chemical engineer and environmentalist with over 16 years’ experience working in and consulting for clients in the oil and gas sector. Has extensive experience in corporate advisory, business development and investor relations.

Holds a Bachelor's degree in Technology from the Halton College, Cheshire, England and a Masters of Engineering in Chemical and Bio-process Engineering from the University of Surrey, Guildford, Surrey, England.


Napoleon EsemudjeDirector of Resources

Holds a B.Sc. degree in Geography from the University of Ibadan, and MBA and M.Sc . degrees from the University of Lagos and the University of Birmingham respectively. He is a Certified Human Resources Manager and a member of the Chartered Institute of Personnel Management, the International Business and Financial Management Association, and an honorary member of the Chartered Institute of Bankers of Nigeria.

Helen IwuchukwuGroup Company Secretary (appointed 21 February 2017)

Helen Iwuchukwu is the Group Company Secretary overseeing company secretarial functions across Transcorp Group. She was until her recent Group appointment, the Company Secretary of Transcorp Hotels Plc. Prior to joining Transcorp Hotels, Helen was the Company Secretary/Legal Adviser for Transcorp Plc Group from October 2009 to February 2012. She holds an LL.B (Hons) degree in Law from Abia State University. She was called to the Nigerian Bar in 1993 (BL Hons) and holds a Master of Laws degree (LLM) from Middlesex University Business School, London. She specialises in Employment Law. She began her legal career in 1995 with the firm Banwo & Ighodalo Solicitors and later FieldCrest Attorneys in Lagos. She enriched her professional experience at Samuel Davis Solicitors, and later, Pinnacle Solicitors both in London. She worked at Northwest London Hospitals NHS Trust until 2006 when she joined Transcorp Plc and has held a number of sensitive and senior positions at Transcorp and its subsidiaries in different capacities; legal, human capital management and Government relations.


Dis t ingu i shed Shareho lders , Directors, Ladies and Gentlemen,

It is with great pleasure that I welcome you to the 11th Annual General Meeting of Transnational C o r p o r a t i o n o f N i g e r i a P l c (“Transcorp” or “the Company”).

2 0 1 6 w a s w i t h o u t q u e s t i o n challenging, given the significant geo-political events in leading economies and domestically with recess ion in Niger ia and the o n g o i n g i s s u e s a r i s i n g f r o m currency depreciation, notably increasing inflation and fx illiquidity.

Chairman's Statement



Your company is the bellwether of the Nigerian economy, our ambition is to be the dominant provider of power to our economy, delight customers from home and abroad through our hospitality offerings and be a major indigenous player in the oil and gas sector. I am pleased to report, through careful execution of our strategies, we continue to record growth for our various businesses, despite the headwinds and invest for the future and on behalf of our dedicated and loyal shareholders.

Global Economy – Shifting Global Socio-political Direction

The recent wave of populism and anti-establishment sentiment in developed countries has raised the spectre of protectionism, with concerns for the future of global trade.

Specifically, the Brexit vote, emergence of Donald thTrump as the 45 President of the United States and

increased popularity of nationalist parties in Europe have raised questions over the future of globalisation.

Global growth continues to be driven by the advanced economies, where economic activity has been supported by monetary policies aimed at stimulating consumption, output and employment. This is in contrast to emerging and developing economies, where growth has slowed and the impact of volatile commodity prices has continued to be felt.

There is, however, reasonable cause for optimism following the November 2016 agreement between the Organisation of Petroleum Exporting Countries (OPEC) and other oil producing countries to cut production in order to boost oil prices.

Overall, the International Monetary Fund expects the global economy to accelerate by 3.4%, driven by GDP growth in China, US and Germany.

NIGERIA ECONOMY – RECOVERY WITHIN GRASP

Nigeria experienced her first recession in 20 years, with the economy contracting by 0.4% and 2.1% year-on-year in Q1 and Q2 2016 respectively and further by 2.2% in Q3 2016.

The decline in economic activity in 2016 was largely driven by reduced oil production, following resumption of militant activities in the Niger delta and the prolonged effect of reduced foreign exchange earnings on the economy, caused by declining global oil prices.

Foreign exchange management has been increasingly challenging, with the authorit ies' attempts at implementing a managed float system failing to address the fundamental causes of dollar illiquidity and with significant depreciation of the Naira. The effect of the

Central Bank of Nigeria (CBN) policies pushed foreign exchange demand of business activities to the parallel market, causing an increasing gap between official and parallel market rates and driving cost push inflation higher.

The effectiveness of the CBN in managing this issue will be the major determinant of how our economy evolves in 2017.

Despite the challenges of 2016, I am optimistic that economic growth will return in 2017, as the recent stability in oil price and increase in local production continues, together with the successful execution of the Federal Government's foreign borrowing initiative, that has strengthened foreign currency reserves.

Staying Ahead in an Evolving Landscape

Despite the economic issues that created challenging operating environment in 2016, we are navigating the path to meet our medium term strategic business targets and retain our ability to deliver value creation to our shareholders.

We operate in critical sectors in our economy, power, hospitality and oil and gas, and I analyse below our 2016 performance sector by sector.

The performance of the power sector in Nigeria was mixed, as systemic issues severely impacted the ability of generation companies to deliver on their mandates.

With a view to achieving a truly cost reflective tariff, the Nigeria Electricity Regulatory Commission, NERC, approved a tariff review for Gencos that was effective from February 2016. This tariff for wholesale generation increased from N9,859/MWH to N15,183/MWH. In addition, the CBN disbursed N8.2 billion of outstanding N12.9 billion from the Nigerian Electricity Sector Market Fund (NEMSF) to Transcorp Power Limited.

However, availability of gas supply, foreign exchange scarcity and liquidity issues represent the biggest loss drivers for the power sector and specifically for Transcorp Power.

We hope these challenges are increasingly behind us, as recent improvements suggest there are green shoots of recovery for the sector. These early positive signs include increased gas product ion , fo l lowing recent engagement of the Federal Government in the Niger Delta, on-going discussion to create an intervention fund of up to N309 billion and initiative of NBET to remit collections in foreign exchange for power sold to neighbouring countries.

In the hospitality sector, Transcorp Hotels Plc continued its path to profitability in 2016, despite significant investment in the ongoing upgrade at Transcorp Hilton


Abuja, which reduced the number of rooms available for sale.

Service excellence remains the cornerstone of our offering as Transcorp Hilton Abuja was once again acknowledged internationally as a world-class hospitality provider. The Hotel was honoured with five major awards from the “World Travel Awards.” It won the “TripAdvisor Travelers' Choice™ awards for Hotels” and was the recipient of the “Seal of Excellence in the Hotels & Resorts sector” from the Seven Stars Luxury Hospitality and Lifestyle awards. Mr. Valentine Ozigbo, the MD/CEO of Transcorp Hotels was also the winner of the high profile “CEO of the Year” award by Seven Stars.

Transcorp Hotels continued to reinvent its offerings in keeping with our commitment to service excellence, and we introduced a wider variety of African dishes to delight our guests at the new improved Bukka Restaurant and Pastry Corner.

Our second operating property, Transcorp Hotels Calabar posted a record breaking financial performance in 2016 achieving profitability for the first time since acquisition in [2011] and we continue to identify means of increasing our portfolio.

We remain extremely confident on the long-term prospects for the hospitality sector in Nigeria and our own ambitions in this important contributor to Nigeria's economy.

Highlights Of 2016 Financial Performance

Despite impressive top line financial performance for FY 2016, the issue of foreign exchange loss of N18.48 billion for Transcorp Power in respect of its dollar acquisition finance facility affected bottom line:

§ Gross Earnings for the Group increased by 46% to N59.4 billion (2015: N40.7 billion)

§ Operating Income for the Group grew by 36% to N20.4 billion (2015: N15.0 billion)

§ Following impact of foreign exchange loss, the Group realised loss before tax of N1.13 billion (2015: N2.03 billion profit)

§ The Group total assets increased by 14% to N232.2 billion in FY 2016 from N202.9 billion in FY 2015

Changes to the Board

During the year, Mr. Chibundu Edozie resigned as Non-Executive Director of our Company after [6] years of diligent service on the Board. His last appointment was Chairman of the Finance and Investment Committee where he provided strategic leadership for the Group's finance, risk management and investment functions.

On behalf of the Board, I would like to express our gratitude to Mr. Edozie for his meritorious service and wish him well on his future endeavours.

Towards Efficient Execution in 2017

Efficient and tenacious execution of our strategic imperatives will be critical to our success as a company. In addition, taking full advantage of all opportunities and resources within our control will insulate us from new or prolonged systemic issues.

To this end, we have set out the following agenda for 2017.

Transcorp Power Limited

To take full advantage of potential improvement in gas supply, we will increase available capacity to 795MW, with GT15 out of our installed GT18 turbines in operation. This keeps us in track to achieve our long-term target to be responsible for generation of 25% of the power consumed in our nation.

We are conscientiously working towards a solution that addresses the impact of foreign exchange loss by engaging with our lenders and exploring new sources for supply of foreign exchange for debt service.

Transcorp Hotels Plc

We will conclude the ongoing refurbishment of the rooms and external works in Transcorp Hilton Abuja in 2017. The major improvements in our facilities will further strengthen our position as the leading luxury hotel in Nigeria.

Our intent is to continue to position Transcorp Hotels Calabar on a track of profitability, which involves a number of initiatives around marketing, service delivery and upgrade of existing facilities.

Teragro Commodities Limited

After careful consideration of the continued alignment of Teragro with our long-term strategic objectives, the Board decided to put a hold on new investments in the company and consider options for divesting its interest. There is an on-going engagement with all stakeholders specifically the Benue State Government on the optimal approach for this initiative.

Transcorp OPL 281

We intend to conclude exploratory drilling of two wells before the end of 2017 subject to conclusion of requisite approvals. In addit ion, we have approached NNPC/NAPIMS for the extension of our operating timelines in the Production Sharing Contract in light of operational realities.


Appreciation

You will appreciate that we have more than held our own against various macro-economic and business challenges, whilst delivering strong growth in revenues, operating profits as well as our asset base.

On behalf of the Board, I would like to recognise and appreciate the support of shareholders, as well as every one of our hardworking and dedicated employees whose commitment has been unwavering.

I also extend my gratitude to our esteemed Board of Directors and executive management team whose leadership and guidance have steadied the Company in delivering on set strategies and keeping up with its value proposition to all stakeholders.

Thank you.

Tony O. Elumelu, CONChairman, Board of Directors

Distinguished Shareholders,

I am pleased to welcome you to the 11th Annual General Meeting of your company, Transnational Corporat ion of N iger ia P lc (“Transcorp”, “Company” or “Group”). I am delighted to p r e s e n t t h e fi n a n c i a l a n d o p e r a t i n g r e s u l t s o f y o u r Company for the year ended 31 December 2016.

President/CEO’s Report


2016 was, with no doubt, a challenging year characterized by decline in Gross Domestic Product (GDP) growth brought about by reduced crude oil production and falling global oil prices. Nigeria's GDP declined for four consecutive quarters in 2016 officially plunging the economy into recession.

In line with our core values, we remained resilient and focused in spite of the difficult macro-economic environment in which we operated. This resulted in the strong financial performance achieved through decisive cost management measures and good execution of dynamic strategies to protect and grow market share for our operating subsidiaries. Economic and Sectoral Overview

Nigeria's GDP contracted in the year 2016 reaching negative growth levels. Economic activities were hampered by drop in oil production, volatilities in global oil prices and attendant foreign exchange scarcity. There was significant down time in crude oil production as a result of several attacks by militants on oil and gas facilities in the Niger Delta.

During the first three quarters in 2016, oil prices were very volatile trending downwards due to concerns of an over-supply in the market. Brent Crude oil price was at an average of $45/barrel in 2016. The lowest price was $27.10/barrel and highest price was $57.13/barrel in 2016.

In its response to volatile foreign exchange market, the Central Bank of Nigeria (CBN) adopted flexible exchange rate regime in June 2016, thereby devaluing the Naira by 53% to N305/$. CBN continued to administer a cocktail of policies to address the widening gap in foreign exchange rates obtainable at the official and parallel markets. These policies focused on demand management which, heightened lack of liquidity and pushed demand to the parallel market resulting in cost push inflation, which reached 18.55% in December 2016.

Transcorp Hotels delivered a resilient performance notwithstanding the impact of economic recession on the hospitality industry, which saw occupancy for large hotels drop below 35% on the average.

Transcorp Hotel's position as the premium luxury destination in Abuja saw the Hotel benefit from increased traffic of high profile state visits as well as numerous marquee private and public sector events in 2016.

In February 2016, the Nigerian Electricity Regulatory Commission (NERC) implemented the new Multi-Year Tariff Order 2 (MYTO 2). This development positively impacted revenues from the Power business as tariff

was reviewed upwards by 54% from N9,858/MWH to N15,183/MWH. However, gas price was also increased during the period under review. The combined effect of reduced production with a higher gas price was reduced margins.

Gas supply remained a major factor limiting Nigeria's power generation potential. As a result of increase in militants' activities and damages done to gas production and transportation facilities, power generation dropped to a range of 2,200 megawatts (MW) to 3,500 MW against installed capacity of 6,500 MW. However, gas supply improved in the last quarter of 2016 resulting in upswing in power production.

Undaunted by the above-mentioned challenges, Transcorp Power continuously maintained a top-5 position in daily production amongst all the generating companies (GENCOs).

Liquidity issue persisted in 2016 as collection dropped to 24% of invoices for most GENCOs. The GENCOs are owed a total of c. N460bn as at December 2016 for electricity produced and sold to the bulk trader. It is expected that a quick resolution of the issues around the proposed bond for the power sector awaiting the approval of the National Assembly would facilitate the recovery of debt owed the GENCOs. Furthermore, the implementation of the proposed second round of N309bn intervention in the market will also help address this challenge. In addition, the initiative which has seen players across the value chain of the industry engaged by Federal Ministry of Power and NERC with the aim of resolving liquidity issues, is expected to yield some results post 2016.

Operating Results and Financial Performance Review

RevenueGross earnings realised for the Group in 2016 was N59.42bn as opposed to N40.75bn in 2015. The growth of 46% was due to increase in electricity tariffs for the power business and upward review of room rates in the second half of the year for Transcorp Hotels.

ProfitCost of sales (“COS”) increased from N16.42bn in 2015 to N29.26bn in 2016 representing 78% year-on-year increase. This is due to escalation of input costs for Transcorp Hotels and increase in cost of gas for Transcorp Power in 2016. Gross profit for the Group was N30.17bn, an increase of 24% from N24.33bn posted in 2015.

Group operating profit was N20.71bn, representing a 36% growth over N15.03bn posted in 2015. This was driven by growth in revenue and continuous implementation of articulated cost management strategies across the Group.


Group Loss before tax was N5.93bn in 2016 compared to profit before tax of N3.32bn in 2015. The loss was solely driven by incidence of unrealised exchange loss for year-end translation of balance outstanding on USD denominated acquisition finance facility for Transcorp Power. NGN/USD exchange rate changed from N199/1$ to N305/1$ as at 31 December 2016.

Tax credit of N4.8bn was recognised for the Group in 2016 compared to tax exposure of N1.3bn in 2015. The tax credit is largely due to the deferred tax implication of the unrealised foreign exchange loss.

Group Loss after tax stood at N1.13bn compared to profit after tax of N2.03bn in 2015.

AssetsTotal Assets for the Group stood at N232.2bn in 2016, compared to N202.9bn in 2015. Increase in property plant and equipment and trade and other receivables accounted for growth in total assets. Trade and other receivables grew following increase in underlying revenue for Transcorp Power and reducing collections for energy sold.

From the numbers reviewed above, it is evident that our operations were profitable as supported by stronger revenue growth, gross margins and operating profit. The foreign exchange loss issue which is the single loss driver in 2016 will continue to receive prioritized attention from both the Board and Management. We have commitments for conversion of the acquisition finance loan from all our local banks, subject to sourcing requisite dollar liquidity. We are considering multiple sources of liquidity, which depend on the policy action or specific approvals.

Key Business Achievements in 2016

Hospitality

Operations

We strived to maintain market leadership with our flagship property, Transcorp Hilton Abuja, closing the year with occupancy rate of 60%, which was well ahead of competition.

To align with cost pressures on input cost from rising inflation and foreign exchange depreciation, we reviewed room rates and adjusted prices for our foods, beverages and ancillary revenue sources. We will continue to watch our input costs and proactively manage same to maintain healthy margins.

In validation of Transcorp Hilton Abuja's position as the premium luxury hotel in Abuja, we hosted a significant number of high profile guests some of whom were on state visits. This generated strong occupancy for the hotel.

I am happy to report that our turnaround initiatives for Transcorp Hotels Calabar is now yielding positive results as the Hotel recorded a profit before tax of N33m for the first time since 2012. The profitability is predicated on strategy of increasing occupancy and proactive cost management, which allowed sufficient headroom to adjust room tariffs in response to local competition.

Projects

Transcorp Hilton Abuja

Upgrade and refurbishment of the Transcorp Hilton is progressing with floors 8 to 10 now completed. These floors will be included in our available room inventory for sale by the end of first quarter 2017. The balance of the rooms to be upgraded will be delivered in 2017 in line with agreed schedule.

The first set of two out of the six elevators have been upgraded and put into operation. The contractor is expected to put the second set of elevators into operation before the end of Q4 2017.

The external work covers rehabilitation of the Shehu Shagari Way's gate-house, realigning associated road networks to allow for entry and exit of traffic through the Shehu Shagari Way's gate and construction of Drivers' Village. These works are on schedule for completion by 2017.

The preliminary work for construction of 5,000-seater Conference facility is on track as tenders for construction works have been completed and preferred contractor to be selected. We are currently engaged on value engineering initiatives to optimise cost prior to commencement of construction.

Transcorp Hilton Lagos

In 2016, we concluded piling works for Transcorp Hilton Lagos. Title documents are being processed for additional plots of land acquired to ensure that the intended premium property is achieved. Detailed design works are already completed. Planning approval is being processed, and we expect that with the cooperation of regulatory agencies this will be concluded after title documents are perfected.

Transcorp Hilton Port Harcourt

We are in the process of completing the schematic design of the hotel, while the perfection of the title documents has reached an advanced stage.


Awards & Recognition

World Travel Awards 2016

Transcorp Hotels Plc won numerous awards in 2016 and for the fourth year in a row, the hotel emerged the proud recipient of the under-listed five prestigious awards at the 23rd World Travel Awards:

• Africa's Leading Business Hotel• Nigeria's Leading Business Hotel• Nigeria's Leading Hotel• Nigeria's Leading Hotel Suite (the Presidential Suite)• Nigeria's Leading Meetings, Incentives Conferences

and Events (MICE) Hotel.

The World Travel Awards brand is recognised globally as the hallmark of quality, with winners of its awards setting industry benchmarks.

Trip Advisor

Transcorp Hilton Abuja clinched the 2016 TripAdvisor Travelers' Choice™ awards for Hotels, the highest honour to be given by TripAdvisor. ranked first The Hotel out of sixty-four (64) hotels in Abuja based on the reviews and opinions of the global travel community.

2016 Seven Stars Luxury Hospitality and Lifestyle

At the Seven Stars Luxury Hospitality and Lifestyle Awards held in Marbella, Spain, in October 2016, the World's first international Hospitality Hall of Fame was launched to honour the extraordinary achievements of the most exceptional members of the Luxury Hospitality industry. At this event, Transcorp Hilton was honoured as one of the World's top luxury hospitality brands with the Seal of Excellence Award in the 'hotels and resorts' sector. At this event, Mr. Valentine Ozigbo (MD/CEO of Transcorp Hotels) was honoured as the Seven Stars CEO of the Year for the transformative works that have sustained Transcorp Hilton as the number one luxury hospitality brand in Nigeria and a top business hotel in Africa.

Power

Available and Generated CapacityWe undertook a proactive and deliberate strategy to manage our available capacity and tactically adjust same to realities of gas availability and transmission losses. This was necessary in managing our fixed cost base (operating and capital), especially as the current tariff regime limits payment of capacity tariffs (revenue source) to the volume of gas available for generation.

Specifically, we delayed delivery of Gas Turbine 15 (115MW) and scheduled Gas Turbine 20 for repairs. We also undertook tactical repairs of Hitachi H20 machines.

Consequently, our available generation reduced to 505MW at year-end compared to 634MW in 2015. We expect to have 850MW by year-end 2017, which will put us in the posit ion to capital ise on expected improvement in gas supply for additional generation.

As previously discussed, the aggregate level of gas supply dropped significantly leading to a reduced utilisation of 55% of available capacity in 2016 compared to 65% in 2015. We see gas as the most critical input for our power operations and as such continue to explore new sources for gas supply beyond existing arrangements.

In the medium term, we see a strategic fit with our oil block asset, OPL 281 which initial studies revealed to be a gas-rich block and is located 25 kilometres to the power plant. We are also engaging with gas producers, who have abandoned gas fields near the plant to seek partnership for exploitation of same.

Agriculture

Our careful review of the long-term proposition of our play in the juice concentrate market revealed a number of issues such as structural inefficiencies in local orange fruits market, long gestation period of self-cultivation which is the solution to the former, and escalating operating cost. These result in higher costs of finished products that do not compete favourably with cheaper and subsidized imported concentrates. Against this backdrop, the Board decided to exit our investment in Teragro Commodities Limited (“Teragro”).

We proactively engaged Benue State Government, a key stakeholder and are currently working together towards identifying suitable partners to drive the value proposition of the business going forward. We expect to close a transaction in a timely manner and maximise benefits for stakeholders.

The decision to exit Teragro is not expected to have any significant impact on the Group's business as Teragro contributed less than 0.03% of Group revenue and 0.21% of Group assets.

Oil & Gas

In pushing forward our intent to develop OPL 281 oil block, we are at advanced stages of obtaining regulatory approvals for the drilling budget and contracting strategy for the drilling appraisal wells for OPL 281, as required under our Production Sharing Contract (PSC) with NNPC/NAPIMS.

Given the exigencies of various processes and the resource requirement for developing the oil block, we have sought for an extension of the first phase of the exploratory period under the PSC. The extension will


enable us deliver on our work obligations under the PSC, especially towards drilling and achieving our objective of discovering commercial quantity of hydrocarbons, which will ultimately lead to the conversion of the prospecting licence to an oil mining lease (OML).

During the year, we re-engaged SacOil Holdings to, amongst other things, seek an amicable resolution of the issues that led to litigation by both parties, and possibly enter into a joint operating agreement to advance our partnership towards the development of the oil block. Discussions are on-going in this regard. We are positive that the engagement will lead to a successful resolution of existing issues and conclusion with a strategic partner towards successful execution of drilling works in the area covered by OPL 281 as provided by the PSC.

2017 Outlook

We are positioning for a rebounding economy in 2017, following recent stability in both oil production as well as international oil prices. Against this backdrop, we intend to take full advantage of opportunities within our operating space and remain resolute in focussing and executing all our under-listed strategic priorities.

Ÿ Maintain effective occupancy rate of 70% of available stock of rooms while the upgrade is going on.

Ÿ Conclusion of various upgrade projects at Transcorp Hilton Abuja to reinforce our market leadership with a potential to deliver higher occupancy at appropriate rates.

Ÿ Continue to push the expansion agenda in driving necessary milestone achievements towards developing Ikoyi & Port Harcourt properties.

Ÿ Continue effective execution of turnaround initiatives to maintain the profitability track for Transcorp Hotels Calabar.

Ÿ Ramp up power generation to take advantage of potential improvement in gas supply with a target available capacity of 795MW. The ensuing peace in the Niger Delta has led to increased gas supply in February 2017, with our gas utilization moving up to 70%. The effect of this is that Transcorp Power has remained a top power producer in Nigeria.

In addressing loss of generated power due to transmission issues, we are looking at captive power sales to eligible customers within our vicinity. We are currently engaging with appropriate regulatory bodies to secure requisite approval/licence in this regard. We are also engaging the electricity distribution company covering our operating zone to widen our options for the captive market transaction.

Conclusion

Going into 2017, our mandate remains achieving strong financial results in what has become a challenging and dynamic environment. We will continue to work and live by our values of execution, enterprise and excellence towards optimal maximisation of opportunities that exist in our operating sectors.I will like to appreciate our shareholders for their unfettered support to the Board and Management team of the Company. Transcorp's people are its greatest assets, hence we acknowledge the dedication, hard work and loyalty displayed by our people. Finally, I thank the Board for its exemplary guidance and leadership in this very interesting times.

Distinguished shareholders, 2017 presents exciting opportunities for us and I am confident that with your continued support, we shall be making significant strides in actualising a very successful year.

Thank you.

Emmanuel N. NnoromPresident/CEO


At Transnational Corporation of Nigeria Plc (“Transcorp” or “the Company”), we have gone beyond the creation and delivery of long-term value to our stakeholders. We focus more on the long-term sustainability of value creation in a manner consistent with our values. We understand that such sustainability can only be possible with good corporate governance practices, hence our commitment to the highest standards of corporate governance.

1. Overview

During the year under review, the Company further entrenched good corporate governance practices. This is in line with our conviction that corporate governance practices should be a proactive and self-propagated practice that will enhance performance and uphold the Company's brand equity, rather than a knee-jerk response to regulatory sanctions and impositions. Consequently, we have continued to work relentlessly towards improving not only the Group's financial performance but also the self-induced good corporate governance practices. In realizing these objectives, the Board is effectively supported by it committees namely, the Nominations & Governance Committee (NGC) and Finance & Investment Committee (FIC).

Our corporate governance policies approved by the Board of Directors remained operational throughout the period under review. These are:

· Group Policy Governance Framework This framework explains the governance laws applicable to the Company's businesses. It provides for

policy development and application, policy classification, review and revision as well as policy deviations and guiding templates.

· Board Governance and Board Committees Governance Charter; This charter provides the governance framework for the Group Board and Board Committees. The

framework promotes effective governance of the Group.

· Executive Management Charter This charter provides for the Executive Management Committee (EMC) of the Company – its

composition, role, terms of reference, proceedings and general governance framework.

· Subsidiary Governance Charter The Subsidiary Governance Charter provides for Group subsidiary governance, subsidiary boards of

directors, subsidiary governance structure, subsidiary board committees, executive management and organization structure.

2.� Board of Directors

2.1� General

The Board of Directors consists of six (6) members made up of one executive and five (5) non-executive directors. In accordance with the provisions of the Companies and Allied Matters Act, Cap C20, Laws of the Federation of Nigeria 2004 (CAMA) and the Board Governance Charter of the Company, the Chairman of the Board of Directors presides over Board proceedings.

The Board meets at least four times in a year and year 2016 was no exception. The details of Directors' attendance of Board meetings are disclosed on page of the Annual Report.25

The Board establishes formal delegations of authority, defining the limits of Management's power and authority and delegating to Management certain powers to run the day-to-day operations of the Company. The delegation of authority conforms to statutory limitations specifying responsibilities of the Board that cannot be delegated to Management. Any responsibility not delegated remains with the Board and its committees.

The Company has continued to benefit tremendously from the wealth of experience of its Directors, all successful individuals who have distinguished themselves in their chosen fields.

Corporate Governance Report


2.2� Membership of the Board

During the year under review, only one change occurred in the composition of the Board of the Company. Mr Chibundu Edozie, a non-executive director of the Company resigned from the Board. Consequently, the Board of Directors of the Company comprised the following as at the end of the year:

Mr. Tony O. Elumelu, CON - Chairman (Appointed: 2011)

Emmanuel N. Nnorom - President/CEO (Appointed: 2013)

Olorogun O'tega Emerhor, OON - Non Executive Director (Appointed: 2007)

Mr. Kayode Fasola - Non Executive Director (Appointed: 2009)

Dr. Stanley Lawson - Non Executive Director (Appointed: 2011)

Alhaji Abdulqadir Jeli Bello - Non Executive Director (Appointed: 2014)

2.3� Board Meeting Attendance

Directors No. ofMeetings

No. ofMeetingsAttended

No. ofmeetingsnot attended

Dates ofmeetingsnot attended

Mr. Tony O. Elumelu, CON 5 3 12 July 2016, 8 Nov 201622 Dec 2016

2 24 March 201629 April 2016

Mr. Emmanuel Nnorom 5 5 24 Mar 2016, 29 April 2016,12 July 2016, 8 Nov 2016,22 Dec 2016

None N/A

Olorogun O’tega Emerhor, OON 5 4 1 8 Nov 2016

Mr. Kayode Fasola 5 5 None N/A

Mr. Chibundu Edozie* 5 3 N/A

Dr. Stanley Lawson 5 4 1 8 Nov 2016

Alhaji Abdulqadir Jeli Bello 5 4 1 12 July 2016

N/A means “Not applicable”.

None

Dates of meetingsattended

24 Mar 2016, 29 April 2016,12 July 2016, 22 Dec 2016

24 Mar 2016, 29 April 2016,12 July 2016, 8 Nov 2016,22 Dec 2016

24 Mar 2016, 29 April 2016,12 July 2016,

24 Mar 2016, 29 April 2016,12 July 2016, 22 Dec 2016

24 Mar 2016, 29 April 2016,8 Nov 2016, 22 Dec 2016


*Mr. Chibundu Edozie resigned as a director of the Company on 29 September 2016.

3.� Board Committees & Executive Management Committee

3.1 Nomination & Governance Committee

The functions of the Nomination & Governance Committee (NGC) include the following:· Establish procedures for the nomination of Directors.· Advise and recommend to the Board the composition of the Board.· Approve recruitments, promotions, redeployments and disengagements for the Company/Group

heads of departments that make up the Executive Management Committee· Review and evaluate the skills of members of the Board.· Recommend to the Board compensation for all staff of the Company and subsidiary Boards. · Advise the Board on corporate governance standards and policies.· Review and approve all human resources and governance policies for the Group.· Review and recommend to the Board and Shareholders any changes to the memorandum and

articles of association. · Evaluate and appraise the performance of the Board and Board Committees and its members

annually in conjunction with consultants. · Any other function assigned to it by the Board.

During the year, the Committee, amongst other things, continued to work in line with its mandate and made recommendations to the Board on the functions stated above and other issues, which in the opinion of the Committee deserved the attention of the Board. The Committee comprises the following:�1.� Mr. Kayode Fasola -� Chairman2. � Mr. Chibundu Edozie* -� Member 3.� Alhaji Abdulqadir Jeli Bello -� Member

The table below shows the frequency of meetings of NGC and members' attendance:

Directors No. ofmeetingsattended

Dates of meetingsattended(dd/mm/yy)

No. ofmeetings notattended

Mr. Kayode Fasola 3 3 24 Mar 2016, 11 July 2016, 5 Oct 2016

None N/A

Mr. Chibundu Edozie* 3 2 24 Mar 2016, 11 July 2016

None N/A

Alhaji Abdulqadir Jeli Bello 3 2 24 Mar 2016, 5 Oct 2016

1 11 July 2016

3.2 Finance and Investment Committee

The functions of the Finance and Investment Committee (FIC) include the following:

· Discharge the Board's responsibilities with regard to strategic direction and budgeting.· Provide oversight on financial matters and the performance of the Group.· Review and recommend investment opportunities or initiatives to the Board for decision.· Recommend financial and investment decisions within its approved limits.· Assist the Board in fulfilling its oversight responsibilities with regard to audit and control.· Ensure that effective system of financial and internal control is in place.· Monitor and assess the overall integrity of the financial statements and disclosures of the financial

condition and results of the Group.· Monitor and evaluate on a regular basis, the qualifications, independence and performance of

external and internal auditors and the financial control departments.

No. ofMeetings

Dates of meetingsnot attended(dd/mm/yy)



During the year, the Committee amongst other things, reviewed the Company's process of accepting credit facilities from financial institutions, quarterly financial statements, tax related matters, funding requirements of operating businesses, budgets, risk management issues and progress on legal disputes involving key investments, etc. The Committee took certain decisions on the above mentioned matters and made recommendations to the Board for approval.

The Committee comprises:

1.� Mr. Chibundu Edozie* � �- � Chairman2.� Mr. Emmanuel N. Nnorom� �-� Member3.� Mr. Kayode Fasola � � �-� Member4.� Alhaji Abdulqadir Jeli Bello** -� Member

The table below shows the frequency of meetings of FIC and members' attendance:

Mr. Chibundu Edozie* 3 2 24 Mar 2016, 11 July 2016 None N/A

Mr. Emmanuel Nnorom 3 3 24 Mar 2016, 11 July 2016,5 Oct 2016

None N/A

Mr. Kayode Fasola 3 3 24 Mar 2016, 11 July 2016,5 Oct 2016

None N/A

Alhaji Abdulqadir Jeli Bello 3 2 24 Mar 2016, 5 Oct 2016 1 11 July 2016

3.3 The Statutory Audit Committee

The Statutory Audit Committee (SAC) is broadly empowered to, amongst other things; review the Group's financial reporting process, its system of audit, internal control and management of financial risk with a view to ensuring compliance with statutory, regulatory and professional requirements. The Committee, which also reviews the performance of external auditors to the Company, is chaired by a shareholder and has two other shareholders and three directors as members. In addition to the powers conferred on it by CAMA, the Committee is empowered to engage the services of independent consultants in the discharge of its duties.

The Committee comprises:

1.� Mr. John Isesele� � -� Chairman2.� Mr. Mathew Esonanjor� -� Member3.� Alhaji Abu Jimah � � -� Member 4.� Mr. Kayode Fasola � � -� Member5.� -� MemberDr. Stanley Lawson 6.� Alhaji Abdulqadir Jeli Bello � -� Member




No. ofMeetings



*Mr. Chibundu Edozie resigned as a director of the Company on 29 September 2016.** Alhaji Abdulqadir Jeli Bello took over as chairman from 30th of September, 2016

Mr. John Isesele 3 3 24 Mar 2016, 11 July 2016,5 Oct 2016

None N/A

Mr. Matthew Esonanjor 3 3 24 Mar 2016, 11 July 2016, 5 Oct 2016

None N/A

Alhaji Abu Jimah 3 3 24 Mar 2016, 11 July 2016,5 Oct 2016

None N/A

Mr. Kayode Fasola 3 3 24 Mar 2016, 11 July 2016, 5 Oct 2016

None N/A

Dr. Stanley Lawson* 3 2 11 July 2016, 5 Oct 2016 N/A

Alhaji Abdulqadir Jeli Bello 3 2 24 Mar 2016, 5 Oct 2016 1 11 July 2016

3.4 Executive Management Committee

The Executive Management Committee (EMC) is charged with the following responsibilities:

· Articulating the strategy of the Group and recommending same to the Board for approval.· Discussing strategic matters and their impact on the Group's investment portfolio.· Articulating the manner through which investment sectors/new business areas and geographies will be

chosen and making recommendations to the Board in that regard. · Recommending to the Board the framework or policy for investment; and monitoring the

implementation of investment procedures.· In line with Board approvals, outlining of philosophy, policy, objectives and resultant tasks to be

accomplished. · Recommending to the Board, structures and systems through which activities are arranged, defined

and coordinated in terms of specific objectives.· Preparation of annual financial plans for the approval of the Board and ensuring the achievement of

set objectives. · Reviewing and approval of the structure and framework for performance reporting of subsidiary

companies. The Executive Management Committee comprises:

1. President/CEO2. Group Chief Financial Officer3. Group General Counsel4. Head, Administration and Business Development 5. Head, Internal Audit & Compliance6. Head, Human Capital Management7. Group Company Secretary8. CEOs of Subsidiaries 9. Director of Resources




No. ofMeetings


The table below shows the frequency of meetings of the SAC and members' attendance.


*Dr. Stanley Lawson was appointed after the last AGM in April 2016

None

4.� Internal Control / Audit

The entire staff and Management of Transcorp Plc take ownership and responsibility for protecting the Company against fraudulent transactions. However, the Internal Audit Unit is specifically entrusted with this responsibility. The Internal Audit Unit also takes responsibility for ensuring and promoting compliance with statutory and regulatory requirements, as wells as with internal policies approved by the Board.

The primary functions of Internal Audit are to review transactions entered into by the Company to ensure accuracy, completeness, compliance and accuracy. Internal Audit also provides assurance to the Board and Management that internal control process are in place and adequate.

The Head of Internal Audit reports directly to the Statutory Audit Committee Chairman.

5. Relationship with Shareholders

The Company maintains an effective communication with its shareholders, which enables them understand our business, financial condition and operating performance and trends. Apart from our annual report, financial statements, market updates, regulatory disclosure requirements, media statements and formal shareholders' meetings, our Company website provides information on a wide range of matters for all stakeholders and provides feedback options.

6. Investor Relations

The Company has an Investors Relations Unit under the Finance department which holds regular Investors conferences to brief all stakeholders on operations of the Company. We also regularly brief the regulatory authorities, and file statutory returns which are usually accessible to the shareholders via market news.

7. Directors' Remuneration Policy

The Board's remuneration policy is structured taking into account the environment in which it operates and the results it achieves at the end of each financial year. It includes the following elements:

Non-executive Directors

Components of remuneration are payable quarterly, once or half yearly while sitting allowances are per meeting and based on levels of responsibilities.

Directors are sponsored for trainings that they require to enhance their duties to the Company.

Executive Directors

The remuneration policy for executive directors considers various elements, including the following:

Fixed remuneration, taking into account the level of responsibility, and ensuring this remuneration is competitive with remuneration paid for equivalent posts of equivalent status within the industry both within and outside Nigeria.

Variable annual remuneration linked to performance. The amount of this remuneration is subject to achieving specific quantifiable targets, aligned directly with shareholders' interests.


The Directors present their annual report on the affairs of Transnational Corporation of Nigeria Plc (“the Company” or "Transcorp Plc") and its subsidiaries (together "the Group") together with the audited financial statements for the year ended 31 December 2016, to the members of the Company. This report discloses the state of the Company and the Group.

1. Legal Form

The Company was incorporated on 16 November 2004 as a public limited liability company domiciled in Nigeria in accordance with the requirements of the Companies and Allied Matters Act, Cap C20, Laws of the Federation of Nigeria, 2004. Following a successful initial public offer (IPO), the Company was listed on the Nigerian Stock Exchange in December 2006. The shares of the Company have continued to be traded on the floor of the Exchange. The Company maintains controlling interests in the following companies, referred to as portfolio companies:

Ÿ Transcorp Hotels Plc Ÿ Transcorp Power Limited Ÿ Transcorp Hotels Calabar LimitedŸ Transcorp Energy Limited Ÿ Transcorp OPL 281 Nigeria Limited Ÿ Teragro Commodities LimitedŸ Capital Leisure and Hospitality LimitedŸ Transcorp Properties LimitedŸ Transcorp Hotels Ikoyi LimitedŸ Transcorp Hotels Port Harcourt LimitedŸ Transcorp Staff Share Ownership Trust Company LimitedŸ Transcorp Telecomms Limited Ÿ Transcorp Trading and Logistic LimitedŸ Transcorp Refining Co. Limited

2. Principal Activities

The Company's business is the investment in and operation of portfolio companies in the hospitality, power, agriculture and oil and gas sectors. The Company has retained subsidiaries and affiliates providing services and sale of goods in these sectors.

3. Results

The Company and Group's detailed results for the year ended 31 December 2016 are set out on pages 40 to 93 of this report. The summarized results are presented below:

Group Company

31 December2016

31 December2015

31 December2016

31 December2015

N'000 N'000 N'000 N'000Revenue 59,424,619 40,753,506 2,537,628 3,241,943

Gross profit 30,165,807 24,330,391 2,537,628 3,241,943

(Loss)/Profit before taxation (5,928,348) 3,319,529 (439,925) 1,037,146

Taxation 4,801,350 (1,287,972) (409,168) (477,479)

(Loss)/ Profit for the Year (1,126,998) 2,031,557 (849,093) 559,667

(Loss)/ Profit attributable to:Owners of the parent (931,141) 391,419 (849,093) 559,667

Non controlling interest (195,857) 1,640,138 - -Total comprehensive(loss)/income for the year (579,519) 1,444,010 (301,614) 83,800

Directors’ Report


4. Directors and their Interests �

The Directors who held office during the year, together with their direct and indirect interests in the shares of the Company as at 31 December 2016, were as follows:

S/N Directors Direct Indirect Total No. of Shares Held Percentage

1. Mr. Tony Elumelu, CON 2,071,704,049 15,841,208,911 17,912,912,960 44.068

2. Mr Emmanuel N. Nnorom Nil 11,403,487 11,403,487 0.028

3. Olorogun O’tega Emerhor, OON Nil 177,062,311 177,062,311 0.4364. Mr. Kayode Fasola 1,575,000 Nil 1,575,000 0.004

5. Dr. Stanley Inye Lawson 122,790,102 Nil 122,790,102 0.3026. Mr. Chibundu Edozie* Nil 20,038,188 20,038,188 0.049

7. Bello Abduquadir Jeli 525,000 Nil 525,000 0.001

5.� Directors' Interests in Contracts

At the 38th meeting of the Board of Directors of the Company held on 2 December 2011, the Chairman, Mr. Tony Elumelu, CON, declared the interest of Heirs Holdings Limited in the property lying at No. 38 Glover Road (formerly 22B) Ikoyi, Lagos, which currently serves as the Registered Office of the Company. Furthermore, at the 44th meeting of the Board of Directors of the Company (adopted at the 45th meeting), the Board approved a technical services agreement with Tenoil Petroleum and Energy Services Limited and Heirs Holdings Limited for technical services rendered to the Company. Mr. Elumelu has shareholding interests in and is the Chairman of Heirs Holdings Limited and Tenoil Petroleum and Energy Services Limited.

6.� Alternate Directorship

There was no alternate directorship during the year under review.

7.� Shareholding Analysis

The shareholding structure of the Company as at 31 December 2016 was as follows:

Range No. of Holders % of Holders Units Units %

1 - 999 3,976 1 1,632,072 0.00

1,000 - 9,999 214,493 74 548,104,990 1.36

10,000 - 99,999 58,331 20 1,393,439,589 3.49 100,000 - 999,999 10,729 4 2,696,235,710 6.75

1,000,000 - 9,999,999 1,588 1 3,456,449,612 8.35 10,000,000 - 99,999,999 125 0.00 2,943,670,330 7.47

100,000,000 - 999,999,999 31 0.00 9,331,055,362 22.68

1,000,000,000 - 9,999,999,999 5 0.00 20,277,352,627 49.91

Total 289, 278 100 40,647,990,292 100

Total 2,196,594,151 16,049,712,897 18,246,307,048 44.89


2004 Nil 100,000,000 Nil 100,000,000 Cash

2006 100,000,000 200,000,000 25,000,000 50,000,000 Stock Split

2006 200,000,000 36,000,000,000 50,000,000 18,553,905,526 Cash

2007 36,000,000,000 36,000,000,000 18,553,905,526 25,813,998,283 Cash

2013 36,000,000,000 45,000,000,000 25,813,998,283 38,720,996,425 Right Issue

2016 45,000,000,000 45,000,000,000 38,720,996,425 40,647,990,293 Bonus Issue

Date Authorised from Units ConsiderationAuthorised to Units Issued from Units Issued to Units

8. Share Capital History


9.� Substantial Interest in Shares

As at 31 December 2016, only Mr. Tony O. Elumelu, CON, directly and/or indirectly held 5% or more of the issued share capital of the Company. Mr. Elumelu directly and indirectly held 5.10% (2,071,704,041shares) and 38.97%(15,841,208,911 shares) respectively of the total issued share capital of the Company.

10.� Fixed Assets

Information relating to changes in the fixed assets of the Company is given in Note 6 to the financial statements.

11.� Employment of Physically Challenged Persons

The Group has a policy of fair consideration of job applications by physically challenged persons having regard to their abilities and aptitude. The Group's policy prohibits discrimination against such persons in the recruitment, training and career development of its employees. In the event of members of staff becoming physically challenged, every effort is made to ensure that their employment with the Group continues, and that appropriate training is arranged for them.

12.� Employee Health, Safety and Welfare

The Group maintains business premises and work environments that guarantee the safety and health of its employees and other stakeholders. The Group's rules and practices in these regards are reviewed and tested regularly. Also, the Group provides free medical insurance for its employees and their families through selected health management organizations and hospitals.

13.� Employee Training and Involvement

The Group places a high premium on the development of its manpower and consults with employees on matters affecting their well-being. Formal and informal channels of communication are employed in keeping staff abreast of various factors affecting the performance of various businesses in the Group. In-house and external trainings are carried out at various levels across the business chains in the Group. The Group's skill base has been extended by a range of training provided to employees.

14.� Prohibition of Insider Trading

The Company's Code of Conduct (in accordance with the extant Nigerian laws and Rules of The Nigerian Stock Exchange) prohibits employees and Directors from insider trading, dealings and stock tipping when in possession of price-sensitive, non-public information relating to the Company's business and from sharing or using such insider information.

15.� Donations and Gift

The Company did not donate any sum in the current year (2015:N11.7million)

16.� Complaint Management Procedure In line with the Securities and Exchange Commission (SEC) rule, a dedicated process for the management

and resolution of complaints is in place and can also be accessed on the Company's website.

17. Auditors

Messrs PricewaterhouseCoopers have indicated their willingness to continue in office as the auditors of the Company in accordance with section 357(2) of the Companies and Allied Matters Act, 1990 (CAMA).

By Order of the Board

Helen Iwuchukwu Company SecretaryFRC No. FRC/2015/NBA/0000001271621 February 2017


Board Evaluation Report


In accordance with the provisions of Sections 334 and 335 of the Companies and Allied Matters Act, Cap C20, Laws of the Federation of Nigeria, 2004 (“CAMA”), the Directors are responsible for the preparation of the financial statements, which give a true and fair view of the state of affairs of the Group and of the profit or loss for the period ended 31 December 2016, and in so doing they ensure that:

· Proper accounting records are maintained;· Applicable accounting policies are adopted and consistently applied;· Judgments and estimates made are reasonable and prudent;· The going concern basis is used, unless it is inappropriate to presume that the Company will continue in business;

and· Internal control procedures are instituted which as far as reasonably possible, safeguard the assets of the Group

and prevent and detect fraud and other irregularities.

The Directors accept responsibility for the annual consolidated financial statements, which have been prepared using appropriate accounting policies supported by reasonable and prudent judgments and estimates in conformity with International Financial Reporting Standards (IFRS) and the requirements of CAMA.

The Directors are of the opinion that the 2016 consolidated Financial Statements give a true and fair view of the state of the financial affairs of the Company and Group.

The Directors accept responsibility for the maintenance of accounting records that may be relied upon in the preparation of the financial statements as well as adequate systems of internal control.

Nothing has come to the attention of the Directors to indicate that the Company and its subsidiaries will not remain going concerns for at least twelve months from the date of this statement.

SIGNED ON BEHALF OF THE DIRECTORS: � � � � � � �

� � � � � � � �Mr. Emmanuel N. Nnorom� � � � Mr. Tony O. Elumelu, CON� �President/ CEO� � � � � � Chairman� �FRC/2014/ICAN/00000007402� � � � FRC/2013/CIBN/00000002590� �� 21 February 2017� � � � � � 21 February 2017� � � � � � � �

Statement of Directors Responsibilities


In compliance with section 359 (6) of the Companies and Allied Matters Act Cap C20 LFN 2004 (CAMA), members of the Audit Committee of Transnational Corporation of Nigeria Plc hereby report as follows: 1. The Audit Committee met in exercise of its statutory responsibilities in accordance with section 359 (6) of the

Companies and Allied Matters Act; 2. We approved the internal plan and assessed the level of compliance of the internal audit activities with the

plan; 3. We have reviewed the effectiveness of the Company's system of accounting and internal control; 4. We have examined the auditors' report including the financial statements for the year ended 31 December

2016; 5. We have also deliberated with the external auditors, reviewed their findings and recommendations and

management responses and confirm that the auditors' report for this period is consistent with our review; and

6. We are satisfied that the accounting and reporting policies of the Company are in accordance with legal requirements and meet ethical standards.

Mr. John Isesele Chairman, Audit Committee FRC/2014/ICAN/00000008988 21 February 2017 Members of the Audit Committee 1) Mr. John Umobuarie Isesele (Chairman) - Shareholder 2) Mr. Matthew Esonanjor (Member) - Shareholder 3) Alhaji Abu Jimah (Member) - Shareholder 4) Mr. Kayode Fasola (Member) - Director 5) Dr. Stanley Inye Lawson (Member) - Director 6) Alhaji Abdulqadir Jeli Bello (Member) - Director

Report of the Audit Committee


Group Company

31 December 2016

31 December 2015

31 December 2016

31 December 2015

Note N'000 N'000 N'000 N'000AssetsNon -current assetsProperty, plant and equipment 6 124,660,561 109,761,030 21,250 35,015 Intangible assets 7 38,951,969 38,886,750 5,076,102 5,076,385 Investment property 8 1,706,600 1,706,600 1,706,600 1,706,600 Investment in subsidiaries 9 - - 27,529,887 27,529,887 Debt and equity securities 14 2,207,943 1,764,937 2,207,943 1,764,937 Deferred tax 10 3,356,550 - - -Prepaid lease rental (long term) 11 58,704 5,000 - -

170,942,327 152,124,317 36,541,782 36,112,824

Current assetsInventories 12 4,722,545 4,597,456 - -Trade and other receivables 13 54,104,539 31,353,769 21,366,895 20,137,082 Prepaid lease rental (short term) 11 30,000 30,000 - -Debt and equity securities 14 - 358,887 - 358,887 Cash and cash equivalents 15 2,361,320 14,419,520 5,026 10,686

61,218,404 50,759,632 21,371,921 20,506,655

Total assets 232,160,731 202,883,949 57,913,703 56,619,479

LiabilitiesCurrent liabilitiesTrade and other payables 16 31,586,476 17,687,690 5,678,281 7,647,979 Taxation 17 4,137,597 5,695,106 196,580 202,198 Borrowings (short term) 18 25,600,695 15,363,985 10,987,060 5,627,440 Advance deposits 20 1,875,000 1,875,000 1,875,000 1,875,000

63,199,768 40,621,781 18,736,921 15,352,617

Non -current liabilitiesBorrowings (long term) 18 72,943,568 61,844,507 8,231,283 10,045,155 Deposit for shares 16 2,410,000 2,410,000 - -Deferred tax 10 7,158,798 10,502,430 - -

82,512,366 74,756,937 8,231,283 10,045,155

Total liabilities 145,712,134 115,378,718 26,968,204 25,397,772

Equity Ordinary share capital 30 20,323,996 19,360,499 20,323,996 19,360,499 Share premium 30 6,249,871 7,213,368 6,249,871 7,213,368 Treasury shares 30 (345,819) (345,819) - -Other reserves (14,662) (587,547) 97,018 (475,867)Retained earnings 27,207,214 28,138,355 4,274,614 5,123,707 Equity attributable to owners of the parent 53,420,600 53,778,856 30,945,499 31,221,707 Non controlling interest 31 33,027,997 33,726,375 - -Total equity 86,448,597 87,505,231 30,945,499 31,221,707

Net equity and liabilities 232,160,731 202,883,949 57,913,703 56,619,479

The notes on pages 44 to 93 are an integral part of these financial statements.

The financial statements on pages were approved and authorised for issue by the Board of Directors on 40 to 9321 February 2017 and were signed on its behalf by

Statement of Financial Position

Tony O. Elumelu CONChairman Board of DirectorsFRC/2013/CIBN/00000002590

as at 31 December 2016

Ibikunle OriolaGroup Chief Finance Officer FRC/2013/ICAN/00000004372

Emmanuel N. NnoromPresident/Chief Executive Officer

FRC/2014/ICAN/00000007402


Group Company31 December

201631 December

201531 December

201631 December

2015

N'000 N'000 N'000 N'000Note

Revenue 21 59,424,619 40,753,506 2,537,628 3,241,943 Cost of sales 22 (29,258,812) (16,423,115) - -

Gross profit 30,165,807 24,330,391 2,537,628 3,241,943

Administrative expenses 25 (10,377,108) (9,613,617) (2,331,143) (1,719,304)Other income 23 475,959 504,460 1,058,419 690,644 Other gains/(loss) - net 24 451,361 (186,816) 557 (46,640)

Operating profit 20,716,019 15,034,418 1,265,461 2,166,643

Finance income 27 363,016 1,165,227 1,426,351 1,266,556 Finance cost 27 (8,303,471) (6,818,984) (3,131,737) (2,396,053)Foreign exchange loss on financing activities 28 (18,703,912) (6,061,132) - -

Finance cost -net (26,644,367) (11,714,889) (1,705,386) (1,129,497)

(Loss)/ profit before taxation (5,928,348) 3,319,529 (439,925) 1,037,146 Taxation 17 4,801,350 (1,287,972) (409,168) (477,479)

(Loss)/ profit for the year (1,126,998) 2,031,557 (849,093) 559,667

(Loss)/ profit attributable to:Owners of the parent (931,141) 391,419 (849,093) 559,667Non controlling interest (195,857) 1,640,138 - -

Other comprehensive incomeItems that may be reclassied to prot or loss:

Changes in the fair value of available-for-sale(equity securities) 24 547,479 (587,547) 547,479 (475,867)

Total comprehensive (loss)/income for the year (579,519) 1,444,010 (301,614) 83,800

Attributable to: Owners of the parent (383,662) (196,128) (301,614) 83,800Non controlling interest (195,857) 1,640,138 - -

Basic EPS (kobo) 29 (2.29) 0.96 (2.09) 1.38Diluted EPS (kobo) 29 (2.29) 0.96 (2.09) 1.38

Statement of Profit or Lossand Other Comprehensive Income

The result shown above relate to continuing operations. There are no incomes or expenses from discontinued operations.


for the year ended 31 December 2016


Group

Attributable to owners of the parent

Total NonequityShare Share Treasury Other Retained Controlling Controlling

capital premium shares reserves earnings interest interestN'000 N'000 N'000 N'000 N'000 N'000 N'000 N'000

Balance at 1 January 2015 19,360,499 7,213,368 (137,790) - 30,070,219 56,506,296 33,248,555 Profit for the year - - - - 391,419 391,419 1,640,138 2,031,557Acquisition of treasury shares - - (208,029) - - (208,029) - (208,029)

Shares allotted to non-controlling interest (NCI) - - - - - - 840 840Dividend paid - - - - (2,323,283) (2,323,283) (1,163,158) (3,486,441)

Other comprehensive income - - - (587,547) - (587,547) - (587,547)

Balance at 31 December 2015 19,360,499 7,213,368 (345,819) (587,547) 28,138,355 53,778,856 33,726,375

Balance at 1 January 2016 19,360,499 7,213,368 (345,819) (587,547) 28,138,355 53,778,856 33,726,375 87,505,231

Loss for the year - - - - (931,141) (931,141) (195,857) (1,126,998)Bonus issue 963,497 (963,497) - - -Dividend paid to non-controlling interest - - - - - - (502,521) (502,521)Reclassification to profit or loss - - - 25,406 - 25,406 - 25,406Other comprehensive income - - - 547,479 - 547,479 -

Balance at 31 December 2016 20,323,996 6,249,871 (345,819) (14,662) 27,207,214 53,420,600 33,027,997


CompanyShare Share Other Retained

capital premium reserves earnings N'000 N'000 N'000 N'000

Balance at 1 January 2015 19,360,499 7,213,368 - 6,887,323

Dividend paid - - - (2,323,283) (2,323,283)

Profit for the year - - - 559,667

Other comprehensive income - - (475,867) - (475,867)

Balance at 31 December 2015 19,360,499 7,213,368 (475,867) 5,123,707

Balance at 1 January 2016 19,360,499 7,213,368 (475,867) 5,123,707

Bonus issue 963,497 (963,497) - - -

Loss for the year - - - (849,093) (849,093)

Reclassification to profit or loss - - 25,406 -Other comprehensive income - - 547,479 -

Balance at 31 December 2016 20,323,996 6,249,871 97,018 4,274,614

Statement of Changes in Equity

- - -

for the year ended 31 December 2016


87,505,231

86,448,597

Group Company

2016 2015 2016 2015Note N'000 N'000 N'000 N'000

Cash flows from operating activitiesCash generated from/(used in) operations 32 14,821,635 17,948,356 (1,554,440) (158,588)Tax paid 17 (3,202,578) (2,344,447) (161,023) (499,418)

Net cash flows generated from/(used in) operating activities 11,619,057 15,603,909 (1,715,463) (658,006)

Cash flows from investing activitiesInterest received 27 363,016 1,165,227 1,426,351 1,266,556

Purchase of intangible assets 7 (89,892) (449,789) - -

Liquidation of debt and equity securities 14 122,992 482,845 122,992 482,845

Proceeds from sale ofproperty plant and equipment 32 10,149 364,939 502 31 Purchase of investment property 8 - (407,000) - -

Purchase of property, plant and equipment 6 (18,061,319) (18,057,681) (848) (4,047)

Net cash flows (used in)/generated from investing activities (17,655,054) (16,901,459) 1,548,997 1,745,385

Cash flows from financing activitiesProceeds from issue of bond 18 - 19,552,095 - -Proceeds from bank borrowings 18,261,972 12,368,020 7,191,748 6,560,000 Repayments of bank borrowings (15,630,112) (8,550,804) (3,645,999) (2,874,025)Dividend paid - (2,323,283) - (2,323,283)Dividend paid to non -controlling interest 31 (502,521) (1,163,158) - -Purchase of treasury shares 30 - (208,029) - -Interest payment 27 (8,303,471) (6,818,984) (3,131,737) (2,396,053)

Net cash flows (used in)/generated from financing activities (6,174,132) 12,855,857 414,012 (1,033,361)

Net (decrease)/increase incash and cash equivalents (12,210,129) 11,558,307 247,546 54,018

Cash and cash equivalentsat the beginning of the year 15 14,419,520 2,930,517 10,686 8,118

Foreign exchange loss/(gain)on cash and cash equivalents 151,929 (69,304) 557 (51,450)Cash and cash equivalentsat the end of the year 15 2,361,320 14,419,520 258,789 10,686

Statement of Cash Flowsfor the year ended 31 December 2016



1.� General information� � � �

Transnational Corporation of Nigeria Plc, ("the Company" or "Transcorp"), was incorporated on 16 November, 2004 as a private limited liability Company domiciled in Nigeria in accordance with the requirements of the Companies and Allied Matters Act. Following a successful initial public offer (IPO), the Company was in December 2006, listed on the Nigerian Stock Exchange. The shares of the Company have continued to be traded on the floor of the Exchange. The Company is domiciled in Nigeria and the address of its registered office is 38 Glover Road, Ikoyi, Lagos, Nigeria.� � � �� The Company maintains controlling interests in the following companies. The Company, together with the subsidiaries are known as the Transcorp Group, (“the Group”).

Ÿ Capital Leisure and Hospitality LimitedŸ Transcorp Hotels PlcŸ Transcorp Hotels Calabar LimitedŸ Transcorp Energy LimitedŸ Teragro Commodities LimitedŸ Transcorp Power Limited Ÿ Transcorp Staff Share Ownership Trust Company LimitedŸ Transcorp Properties LimitedŸ Transcorp OPL 281 LimitedŸ Transcorp Telecomms LimitedŸ Transcorp Trading and Logistic LimitedŸ Transcorp Refining Company Limited Ÿ Transcorp Hotels Ikoyi LimitedŸ Transcorp Hotels Port Harcourt Limited�� The Company's business is investment and operation of portfolio companies in the hospitality, power, agro-allied and oil & gas sectors. � � � ��

2.� Summary of Significant Accounting Policies� � � ��

2.1� Basis of Preparation� � � ��

The consolidated financial statements have been prepared in accordance with the Companies and Allied Matters Act (CAMA), International Financial Reporting Standards (IFRS) and interpretations issued by the IFRS Interpretations Committee (IFRS IC) applicable to companies reporting under IFRS. The financial statements have been prepared on a historical cost basis except for available-for-sale financial assets, financial assets and liabilities and investment property – measured at fair value.� � � �� The preparation of financial statements in conformity with IFRS requires the use of certain critical accounting estimates. It also requires management to exercise its judgment in the process of applying the Group's accounting policies. The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements are disclosed in note 4.� � � �� The preparation of financial statements, in conformity with generally accepted accounting principles under IFRS, requires the directors to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Although these estimates are based on the directors' best knowledge of the amounts, events or actions, actual results ultimately may differ from those estimates.� � � �� The financial statements have been prepared on a historical cost basis except for the fair value basis applied to certain intangible assets, investment property and equity investments.

All values are rounded to the nearest thousand (N'000), except when otherwise indicated.� � ��

Notes to the Financial Statementsfor the year ended 31 December 2016


2.1.1� Going Concern��

The financial statements have been prepared on a going concern basis. The directors have no doubt that the Company would remain in existence after 12 months.� � � �

� � � � �2.1.2� Changes in Accounting Policy and Disclosures� � � ��

Ÿ New and Amended Standards Adopted by the Group The Group has applied the following standards and amendments for the first time for their annual

reporting period commencing 1 January 2016:�� Clarification of acceptable methods of depreciation and amortisation – Amendments to IAS 16 and IAS

38- The amendments clarify that a revenue-based method of depreciation or amortisation is generally not appropriate.� � � �

� � � � � Disclosure initiative – amendments to IAS 1. The amendments provide clarifications on a number of

issues; materiality, disaggregation and subtotals, notes and OCI arising from investments accounted for under the equity method.� � � �

� � � � � Other standards, amendments and interpretations which are effective for the financial year beginning

on 1 January 2016 are not material to the Group.� � � ��

Ÿ New standards, Amendments and Interpretations not yet Adopted

Certain new accounting standards and interpretations have been published that are not mandatory for 31 December 2016 reporting periods and have not been early adopted by the Group. ��

� � � � �� IFRS 15 - Revenue from Contracts with Customers� � � � This standard deals with revenue recognition and establishes principles for reporting useful information

to users of financial statements about the nature, amount, timing and uncertainty of revenue and cash flows arising from an entity's contracts with customers. Revenue is recognised when a customer obtains control of a good or service and thus has the ability to direct the use and obtain the benefits from the good or service.

The standard replaces IAS 18 'Revenue' and IAS 11 'Construction contracts' and related interpretations. The Company is yet to fully assess the expected impact on this standard. The standard must be applied for financial years commencing on or after 1 January 2018.� � � � � �

� � � � �� IFRS 9 - Financial Instruments�� This standard addresses the classification, measurement and recognition of financial assets and

financial liabilities. It replaces the guidance in IAS 39 that relates to the classification and measurement of financial instruments. IFRS 9 retains but simplifies the mixed measurement model and establishes three primary measurement categories for financial assets: amortised cost, fair value through OCI and fair value through P&L. The basis of classification depends on the entity's business model and the contractual cash flow characteristics of the financial asset. The Company is yet to assess IFRS 9's full impact. The standard must be applied for financial years commencing on or after 1 January 2018.��

� � � � �� IFRS 16 - Leases �� This standard sets out the principles for the recognition, measurement, presentation and disclosure of

leases. The objective is to ensure that lessees and lessors provide relevant information in a manner that faithfully represents those transactions. The standard introduces a single lessee accounting model and requires a lessee to recognise assets and liabilities for all leases with a term of more than 12 months, unless the underlying asset is of low value. A lessee is required to recognise a right-of-use asset representing its right to use the underlying leased asset and a lease liability representing its obligation to make lease payments. It also substantially carries forward the lessor accounting requirements in IAS 17. The standard must be applied for financial years commencing on or after 1 January 2019.��

� � � � �



There are no other standards that are not yet effective and that would be expected to have a material impact on the Group in the current or future reporting periods and on foreseeable future transactions.��

� � � � �2.2� Consolidation� � � ��

Ÿ �Subsidiaries��

Subsidiaries are all entities (including structured entities) over which the Group has control. The Group controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Subsidiaries are accounted for at cost in the separate financial statements of Transcorp. In the consolidated financial statements, subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are de-consolidated from the date that control ceases.��

� � � � � The Group applies the acquisition method to account for business combinations. The consideration

transferred for the acquisition of a subsidiary is the fair values of the assets transferred, the liabilities incurred to the former owners of the acquiree and the equity interests issued by the Group. The consideration transferred includes the fair value of any asset or liability resulting from a contingent consideration arrangement and fair value of any pre-existing equity interest in the subsidiary. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. The Group recognises any non-controlling interest in the acquired entity on an acquisition-by-acquisition basis, either at fair value or at the present ownership instrument's proportionate share of the recognised amounts of acquiree's identifiable net assets.�

� � �� Acquisition-related costs are expensed as incurred.

If the business combination is achieved in stages, the acquisition date carrying value of the acquirer's previously held equity interest in the acquiree is re-measured to fair value at the acquisition date. Any gains or losses arising from such re-measurement are recognised in profit or loss.�

� � � � Contingent consideration is classified either as equity or a financial liability. Amounts classified as a

financial liability are subsequently remeasured to fair value with changes in fair value recognised in profit or loss.

The excess of the consideration transferred, the amount of any non-controlling interest in the acquiree and the acquisition-date fair value of any previous equity interest in the acquiree over the fair value of the identifiable net assets acquired is recorded as goodwill. If those amounts are less than the fair value of the net identifiable assets of the business acquired, the difference is recognised directly in profit or loss as a bargain purchase.

Intercompany transactions, balances and unrealised gains on transactions between group companies are eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the transferred asset. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the group.�

� � � Non-controlling interests in the results and equity of subsidiaries are shown separately in the

consolidated statement of profit or loss, statement of comprehensive income, statement of changes in equity and balance sheet respectively.� � � �

� � � � �Ÿ �Changes in Ownership Interests in Subsidiaries Without Change of Control

The Group treats transactions with non-controlling interests that do not result in a loss of control as transactions with equity owners of the Group. A change in ownership interest results in an adjustment between the carrying amounts of the controlling and non-controlling interests to reflect their relative interests in the subsidiary. Any difference between the amount of the adjustment to non-controlling interests and any consideration paid or received is recognised in a separate reserve within equity attributable to owners of Group.� � � �



� � � � �

Ÿ Disposal of Subsidiaries� � � �

When the Group ceases to have control, any retained interest in the entity is remeasured to its fair value at the date when control is lost, with the change in carrying amount recognised in profit or loss. The fair value is the initial carrying amount for the purposes of subsequently accounting for the retained interest as an associate, joint venture or financial asset. In addition, any amounts previously recognised in other comprehensive income in respect of that entity are accounted for as if the Group had directly disposed of the related assets or liabilities. This may mean that amounts previously recognised in other comprehensive income are reclassified to profit or loss.��

� � � � �2.3� Segment Reporting� � � ��

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker. The chief operating decision maker, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the Board of Directors of Transcorp.� � � �

� � � � �2.4� Foreign Currency Translation� � � ��

Ÿ �Functional and Presentation Currency��

Items included in the financial statements of each of the Group's entities are measured using the currency of the primary economic environment in which Transcorp operates ('the functional currency'). The functional currency of Transcorp and its subsidiaries is the Nigerian Naira (N). All entities in the Group have the same functional currency. The consolidated financial statements are also presented in Naira.� � � �

� � � � � �Ÿ � Transactions and Balances�

� � � Foreign currency transactions are translated into the functional currency using the exchange rates

prevailing at the dates of the transactions or valuation where items are re-measured. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the income statement. Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the income statement within 'finance costs - net'. All other foreign exchange gains and losses are presented in the income statement within 'other (expenses)/income – net'. Translation differences related to changes in amortised cost are recognised in profit or loss.� � � �

� � � � �2.5� Property, Plant and Equipment� � � ��

Property, plant and equipment are stated at cost less accumulated depreciation and accumulated impairment losses. Cost includes expenditures that are directly attributable to the acquisition of the asset.� � � �

� � � � �Subsequent costs are included in the asset's carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost can be measured reliably. All other repairs and maintenance are charged to the income statement during the financial period in which they are incurred.

� � � �Land is not depreciated. Depreciation on other assets is calculated using the straight line method to allocate their costs or revalued amounts to their residual values over their estimated useful lives, as follows:

Assets Class � � � Useful Lives (years)�Building & Improvements 50

Plant and machinery -Turbines 50

Plant and machinery - Others 10

Furniture and fittings 5

Computer & office equipments 3

Motor vehicles 4� � � �



The assets' residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting period.� � � � The Group allocates the amount initially recognized in respect of an item of property, plant and equipment to its significant parts and depreciates separately each such part. The carrying amount of a replaced part is derecognized when replaced. Residual values, method of amortization and useful lives of the assets are reviewed annually and adjusted if appropriate. Where an indication of impairment exists, an asset's carrying amount is written down immediately to its recoverable amount if the asset's carrying amount is greater than it's estimated recoverable amount. Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in the income statement.

2.6 Intangible Assets Ÿ Goodwill

Goodwill arises on the acquisition of subsidiaries and represents the excess of the consideration transferred over Transcorp's interest in the net fair value of the net identifiable assets, liabilities and contingent liabilities of the acquiree and the fair value of the non-controlling interest in the acquiree. For the purpose of impairment testing, goodwill acquired in a business combination is allocated to each of the cash generating units (CGUs), or groups of CGUs, that is expected to benefit from the synergies of the combination. Each unit or group of units to which the goodwill is allocated represents the lowest level within the entity at which the goodwill is monitored for internal management purposes. Goodwill is monitored at the operating segment level.

Goodwill impairment reviews are undertaken annually or more frequently if events or changes in

circumstances indicate a potential impairment. The carrying value of goodwill is compared to the recoverable amount, which is the higher of value in use and the fair value less costs to sell. Any impairment is recognised immediately as an expense and is not subsequently reversed.

Ÿ Computer Software Costs associated with maintaining computer software programmes are recognised as expenses as

incurred. Development costs that are directly attributable to the design and testing of identifiable and unique software products controlled by the Group are recognised as intangible assets when the following criteria are met:

Ÿ it is technically feasible to complete the software product so that it will be available for use; Ÿ the directors intends to complete the software product and use or sell it; Ÿ there is an ability to use or sell the software product; Ÿ it can be demonstrated how the software product will generate probable future economic

benefits; Ÿ adequate technical, financial and other resources to complete the development and to use or sell

the software product are available; and Ÿ the expenditure attributable to the software product during its development can be reliably

measured. Directly attributable costs that are capitalised as part of the software product include the software

development related employee costs and an appropriate portion of relevant overheads. Other development expenditures that do not meet these criteria are recognised as expenses as

incurred. Development costs previously recognised as an expense are not recognised as an asset in a subsequent period.

Computer software development costs recognised as assets are amortised over their estimated useful

lives. The estimated useful lives of the software of the Group is between three to eight years.



Ÿ Oil and Natural Gas Exploration, Evaluation and Development Expenditure

Oil and natural gas exploration, evaluation and development expenditure is accounted for using the "full cost method". Costs incurred prior to obtaining legal rights to explore are expensed immediately to the income statement.

Ÿ Pre-licence Costs Pre-licence costs are expensed in the period in which they are incurred. Ÿ Licence and Property Acquisition Costs

Exploration licence and leasehold property acquisition costs are capitalised within intangible assets and are reviewed at each reporting date to confirm that there is no indication that the carrying amount exceeds the recoverable amount. This review includes confirming that exploration drilling is still under way or firmly planned, or that it has been determined, or work is under way to determine, that the discovery is economically viable based on a range of technical and commercial considerations and sufficient progress is being made on establishing development plans and timing.

If no future activity is planned, the carrying value of the licence and property acquisition costs is written

off to income statement. Upon recognition of proved reserves and internal approval for development, the relevant expenditure is transferred to oil and gas properties, after assessing for impairment and amortised over the remaining life of the license.

Ÿ Exploration and Evaluation Costs Exploration and evaluation activity involves the search for mineral resources, the determination of

technical feasibility and the assessment of commercial viability of an identified resource. Once the legal right to explore has been acquired, costs directly associated with an exploration well

are capitalised as exploration and evaluation intangible assets until the drilling of the well is complete and the results have been evaluated. These costs include directly attributable employee remuneration, materials, fuel used, rig costs and payments made to contractors.

If no potentially commercial hydrocarbons are discovered, the exploration asset is written off as a dry

hole. If extractable hydrocarbons are found and, subject to further appraisal activity (e.g., the drilling of additional wells), are likely to be capable of being commercially developed, the costs continue to be carried as an intangible asset while sufficient/continued progress is made in assessing the commerciality of the hydrocarbons. Costs directly associated with appraisal activity undertaken to determine the size, characteristics and commercial potential of a reservoir following the initial discovery of hydrocarbons, including the costs of appraisal wells where hydrocarbons were not found, are initially capitalised as an intangible asset.

All such capitalised costs are subject to technical, commercial and management review as well as

review for indicators of impairment at least once a year. This is to confirm the continued intent to develop or otherwise extract value from the discovery. When this is no longer the case, the costs are written off to income statement.

When proved reserves of oil and natural gas are identified and development is sanctioned by management, the relevant capitalised expenditure is first assessed for impairment and any impairment loss is recognised, then the remaining balance is transferred to oil and gas properties. No amortisation is charged during the exploration and evaluation phase.

For exchanges or parts of exchanges that involve only exploration and evaluation assets, the exchange

is accounted for at the carrying value of the asset given up and no gain or loss is recognized. Ÿ Development Costs

Expenditure on the construction, installation or completion of infrastructure facilities such as platforms, pipelines and the drilling of development wells, including unsuccessful development or delineation wells, is capitalised within oil and gas properties.



2.7 Investment Properties

Properties that are held for long-term rental yields or for capital appreciation or both, and that are not occupied by the entities in the consolidated Group, are classified as investment properties. Recognition of investment properties takes place only when it is probable that the future economic benefits that are associated with the investment property will flow to the entity and the cost can be measured reliably. This is usually the day when all risks are transferred. Investment properties are measured initially at cost, including transaction costs. The carrying amount includes the cost of replacing parts of an existing investment property at the time the cost was incurred if the recognition criteria are met; and excludes the costs of day-to-day servicing of an investment property. Subsequent to initial recognition, investment properties are stated at fair value, which reflects market conditions at the date of the consolidated statement of financial position.

Gains or losses arising from changes in the fair value of investment properties are included in the consolidated income statement in the year in which they arise. Subsequent expenditure is included in the asset's carrying amount only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. All other repairs and maintenance costs are charged to the consolidated profit or loss during the financial period in which they are incurred. The fair value of investment properties is based on the nature, location and condition of the specific asset. The fair value is obtained from professional third party valuers contracted to perform valuations on behalf of the Group. The fair value of investment property does not reflect future capital expenditure that will improve or enhance the property and does not reflect the related future benefits from this future expenditure. These valuations are performed annually by external appraisers.

2.8 Impairment of Non-Financial Assets Assets that have an indefinite useful life – for example, goodwill are not subject to amortisation and are tested annually for impairment. Assets that are subject to amortisation are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash-generating units). Prior impairments of non-financial assets (other than goodwill) are reviewed for possible reversal at each reporting date.

2.9 Financial Instruments The group classifies its financial assets in the following categories: at fair value through profit or loss, loans and receivables, and available for sale. The classification depends on the purpose for which the financial assets were acquired. Management determines the classification of its financial assets at initial recognition.

2.9.1 Classification Ÿ Financial Assets and Liabilities at Fair Value Through Profit or Loss Financial assets or liabilities at fair value through profit or loss are financial assets or liabilities held for

trading. A financial asset or liability is classified in this category if acquired principally for the purpose of selling in the short term. Assets in this category are classified as current assets if expected to be realised within twelve months; otherwise, they are classified as non-current.

Ÿ Loans and Receivables

Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They are included in current assets, except for maturities greater than



twelve months after the end of the reporting period. These are classified as non-current assets. The Group's loans and receivables comprises 'trade and other receivables' and 'cash and cash equivalents' in the balance sheet.

The fixed income investments have been classified as loans and receivable. The investments have a

tenor of about 180 days and the company rolls over the investments. Interest income on the fixed income investment is recognised in the year it occurred as interest income.

Ÿ Available-for-Sale Investments

Available-for-sale financial assets are non-derivatives that are either designated in this category or not classified in any of the other categories. They are included in non-current assets unless the investment matures or directors intends to dispose of it within 12 months of the end of the reporting period.

Ÿ Financial Liabilities at Amortized Cost Financial liabilities at amortized cost include trade and other payables, advance deposits and long-

term debt.

2.9.2 Reclassification The Group may choose to reclassify a non-derivative trading financial asset out of the held for trading category if the financial asset is no longer held for the purpose of selling it in the near term. Financial assets other than loans and receivables are permitted to be reclassified out of the held for trading category only in rare circumstances arising from a single event that is unusual and highly unlikely to recur in the near term. Reclassifications are made at fair value as of the reclassification date. Fair value becomes the new cost or amortised cost as applicable, and no reversals of fair value gains or losses recorded before reclassification date are subsequently made.

2.9.3 Recognition and Measurement Ÿ Financial Assets and Liabilities at Fair Value Through Profit or Loss Financial instruments in this category are recognized initially and subsequently at fair value. Transaction

costs are expensed in the consolidated statement of income. Gains and losses arising from changes in fair value are presented in the consolidated statement of income within “other gains and losses (net)” in the period in which they arise. Non-derivative financial assets and liabilities at fair value through profit or loss are classified as current except for the portion expected to be realized or paid beyond twelve months of the reporting date, which are classified as long-term. Interest swaps and warrants are classified as current.

Ÿ Loans and Receivables Loans and receivables are initially recognized at the amount expected to be received, less, when

material, a discount to reduce the loans and receivables to fair value. Subsequently, loans and receivables are measured at amortized cost using the effective interest method less a provision for impairment.

Ÿ Financial liabilities at Amortized Cost

Trade payables are initially recognized at the amount required to be paid, less, when material, a discount to reduce the payables to fair value. Subsequently, trade payables are measured at amortized cost using the effective interest method. Bank debt and long-term debt are recognized initially at fair value, net of any transaction costs incurred, and subsequently at amortized cost using the effective interest method. These are classified as current liabilities if payment is due within twelve months. Otherwise, they are presented as non-current liabilities.



Ÿ Available-for-Sale Investments Available-for-sale investments are recognised initially at fair value plus transaction costs and are

subsequently carried at fair value. Gains or losses arising from remeasurement are recognised in other comprehensive income except for exchange gains and losses on the translation of debt securities, which are recognised in the consolidated statement of income. When an available-for-sale investment is sold or impaired, the accumulated gains or losses are moved from accumulated other comprehensive income to the income statement. Available-for-sale investments are classified as non-current, unless an investment matures within twelve months, or the directors expects to dispose of it within twelve months.

2.10 Offsetting Financial Instruments

Financial assets and liabilities are offset and the net amount reported in the statement of financial position when there is a legally enforceable right to offset the recognised amounts and there is an intention to settle on a net basis or realise the asset and settle the liability simultaneously. The legally enforceable right must not be contingent on future events and must be enforceable in the normal course of business.

2.11 Impairment of Financial Assets The Group assesses at the end of each reporting period whether there is objective evidence that a financial asset or group of financial assets is impaired. A financial asset or a group of financial assets is impaired and impairment losses are incurred only if there is objective evidence of impairment as a result of one or more events that occurred after the initial recognition of the asset (a 'loss event') and that loss event (or events) has an impact on the estimated future cash flows of the financial asset or group of financial assets that can be reliably estimated. Evidence of impairment may include indications that the debtors or a group of debtors is experiencing significant financial difficulty, default or delinquency in interest or principal payments, the probability that they will enter bankruptcy or other financial reorganisation, and where observable data indicate that there is a measurable decrease in the estimated future cash flows, such as changes in arrears or economic conditions that correlate with defaults. For loans and receivables category, the amount of the loss is measured as the difference between the asset's carrying amount and the present value of estimated future cash flows (excluding future credit losses that have not been incurred) discounted at the financial asset's original effective interest rate. The carrying amount of the asset is reduced and the amount of the loss is recognised in the consolidated income statement. If a loan or held-to-maturity investment has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract. As a practical expedient, the Group may measure impairment on the basis of an instrument's fair value using an observable market price. If, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognised (such as an improvement in the debtor's credit rating), the reversal of the previously recognised impairment loss is recognised in the consolidated income statement.

2.12 Inventories Inventories are stated at the lower of cost and estimated net realisable value. Cost is determined using the weighted average method. This includes the cost of raw materials to the Company's premises and other direct costs. Net realisable value is the estimated selling price in the ordinary course of business, less selling expenses.

2.13 Trade Receivables Trade receivables are amounts due from customers for products sold or services performed in the ordinary course of business. Trade receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest rate method, less provision for impairment. A provision for



impairment of trade receivables is established when there is objective evidence that the Group will not be able to collect all amounts due according to the original terms of the receivables. If collection is expected in one year or less, they are classified as current assets. If not, they are presented as non-current assets.

2.14 Cash, Cash Equivalents and Bank Overdrafts In the consolidated statement of cash flows, cash and cash equivalents includes cash in hand, deposits held at call with banks, other short-term highly liquid investments with original maturities of three months or less and bank overdrafts. In the consolidated balance sheet, bank overdrafts are shown within borrowings in current liabilities.

2.15 Borrowings Borrowings are recognised initially at fair value, net of transaction costs incurred. Borrowings are subsequently carried at amortised cost; any difference between the proceeds (net of transaction costs) and the redemption value is recognised in the income statement over the period of the borrowings using the effective interest method.

Fees paid on the establishment of loan facilities are recognised as transaction costs of the loan to the extent that it is probable that some or all of the facility will be drawn down. In this case, the fee is deferred until the draw-down occurs. To the extent there is no evidence that it is probable that some or all of the facility will be drawn down, the fee is capitalised as a pre-payment for liquidity services and amortised over the period of the facility to which it relates.

2.16 Borrowing Costs General and specific borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are added to the cost of those assets, (i.e. capitalised) until such time as the assets are substantially ready for their intended use or sale.

Investment income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from the borrowing costs eligible for capitalisation. All other borrowing costs are recognised in profit or loss in the period in which they are incurred.

2.17 Trade Payables Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payables are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade payables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method.

2.18 Current and Deferred Income Tax The tax expense for the period comprises current and deferred tax. Tax is recognised in the income statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case the tax is recognised in other comprehensive income or directly in equity, respectively. The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The Group's liability for current tax is calculated using tax rates that have been enacted or substantively enacted at the reporting date. Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the



computation of taxable profit, and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from goodwill or from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit. Deferred tax liabilities are recognised for taxable temporary differences arising on investments in subsidiaries except where the Group is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited to the income statement, except when it relates to items charged or credited to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Group intends to settle its current tax liabilities on a net basis. Deferred tax assets and liabilities are presented as non-current in the statement of financial position.

2.19 Employee Benefits Ÿ Defined Contribution Scheme

The Group operates a defined contribution pension scheme in line with the provisions of the Pension Reform Act 2014. The employer's contributions are recognised as employee benefit expenses when they are due. The Group has no further payment obligation once the contributions have been paid.

Ÿ Profit-Sharing and Bonus Plans

The Group operates a bonus plan where staff are remunerated based on parameters determined by the Board. Bonus payments are at the discretion of the Board and the expense is recognised as in the year it is incurred. There is no contractual obligation neither has there been a past practice to create a constructive obligation.

2.20 Revenue Recognition

Revenue is measured at the fair value of the consideration received or receivable, and represents amounts receivable for goods supplied and services rendered, stated net of discounts, returns and value added taxes. The Group earns revenue from the sale of goods and services. The Company earns revenue from dividends received. The Group recognises revenue when the amount of revenue can be reliably measured; when it is probable that future economic benefits will flow to the entity; and when specific criteria have been met for each of the Group's activities, as described below. Ÿ Income from Investments - Corporate Centre

Income from investments is recognized when it is earned. Dividends are recognised in the statement of comprehensive income on the date the Company's right to receive payment is established. Interest earned on cash investments in money market instruments is recognized in the profit and loss account as it accrues evenly over the period of the investment.

Ÿ Sale of Goods - Agriculture

The Group manufactures and sells juice concentrates to manufacturers in the food and beverage industry. Recognition of revenue for concentrates is recognised when it is earned. Revenue is earned



when the significant risks and rewards of ownership have been transferred to the customer or the service has been rendered; control over goods sold has been transferred, amount of revenue can be reliably measured, costs incurred in respect of the sale can be measured reliably and the economic benefits associated with the transaction will flow to the Group.

Ÿ Sale of Services - Power

Revenue comprises of the net value of services being capacity provided and energy delivered net of trade discounts, rebates and VAT. Capacity charge relates to income earned from the distribution companies for available capacity. It is computed based on a fixed rate per megawatt determined by the government or industry regulator. It is recognised monthly based on the average of available capacity declared at the beginning of the month. Revenue from energy delivered calculated on the basis of megawatts of electricity pushed to the transmission grid. The capacity charge and energy delivered are included in revenue reported in the profit and loss account.

Revenue is also earned from ancillary services. Revenue earned on ancillary services relate to services provided by the Group, other than the primary production of electricity, which is used to operate a stable and secure power system including but not limited to reactive power, operating reserve, frequency control and black start capability. The ancillary services are provided in line with the existing agreement and recognises the revenue in line with its revenue recognition policy.

Amounts received from customers in advance of receiving the goods or services is recognised as liability in the statement of financial position described as unearned income.

Ÿ Sale of Services - Hospitality

Revenue comprises the fair value of the consideration received or receivable from the sale of goods and services in the ordinary course of the Company's activities. Revenue is recognised when it is probable that the economic benefits associated with a transaction will flow to the Company and the amount of revenue and associated costs incurred or to be incurred can be measured reliably.

Revenue includes hotel, entertainment and restaurant revenues, other service fees, rental income and the invoiced value of goods and services sold less returns and allowances. VAT on revenue transactions are considered to be a tax collected by the Company as an agent on behalf of the revenue authorities and is excluded from revenue.

Transcorp Hilton Hotel Abuja offers a customer loyalty programme called the Hilton Honours guest reward programme on behalf of Hilton International. Under this programme, registered members earn points when they pay for rooms or services at the Hotel. The Group accounts for the points as a separately identifiable component of the sales transaction in which they are granted (the 'initial sale' of rooms or service). The consideration received or receivable in respect of the initial sale is allocated between the points and the sale of rooms or service with reference to the fair value of the points. Revenue is measured as the net amount retained by the hotel, i.e. the difference between the consideration allocated to the award credits and the amount payable to the Hilton International for supplying the awards.

2.21 Leases

Ÿ Operating Lease

Leases in which a significant portion of the risks and rewards of ownership are retained by another party, the lessor, are classified as operating leases. Payments, including prepayments, made under operating leases (net of any incentives received from the lessor) are charged to the income statement on a straight-line basis over the period of the lease. When an operating lease is terminated before the lease period has expired, any payment required to be made to the lessor by way of penalty is recognised as an expense in the period in which termination takes place.



Ÿ Finance Lease

Leases of items by the Group where the Group has substantially all the risks and rewards of ownership are classified as finance leases. Finance leases are capitalised at the lease's commencement at the lower of the fair value of the asset and the present value of the minimum lease payments.

Each lease payment is allocated between the liability and finance charges. The corresponding rental obligations, net of finance charges, are included in other long term payables. The interest element of the finance cost is charged to the income statement over the lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period. The property, plant and equipment acquired under finance leases is depreciated over the shorter of the useful life of the asset and the lease term.

2.22 Dividend Distribution Dividend distribution to the Group's shareholders is recognised as a liability in the Group's financial statements in the period in which the dividends are approved by the Group's shareholders. In respect of interim dividends these are recognised when declared by the Board of Directors.

2.23 Share Capital Ordinary shares are classified as 'share capital' in equity. Any premium received over and above the par value of the shares is classified as 'share premium' in equity.

Where any group company purchases the company's equity share capital (treasury shares), the consideration paid, including any directly attributable incremental costs (net of income taxes) is deducted from equity attributable to the company's equity holders until the shares are cancelled or reissued. Where such ordinary shares are subsequently reissued, any consideration received, net of any directly attributable incremental transaction costs and the related income tax effects, is included in equity attributable to the company's equity holders.

2.24 Treasury Shares The cost of the Transcorp Plc's own equity instruments that have been reacquired ('treasury shares') by the Company or by other members of the consolidated Group is deducted from equity. Gain or loss is not recognised on the purchase, sale, issue, or cancellation of treasury shares. The difference between the cost and consideration received is recognised directly in retained earnings.



3.� Financial risk Management� � � � � �� 3.1 Financial Risk Factors� � � � � � �

� � � � � � �The Group's activities expose it to a variety of financial risks: market risk (including currency risk, fair value interest rate risk, cash flow interest rate risk and price risk), credit risk and liquidity risk. The Board of Directors has overall responsibility for the establishment and oversight of the group's risk management framework. The Board has established the Finance and Investment Committee, who is responsible for developing and monitoring the group's risk management policies. The committee reports regularly to the Board of Directors on its activities.� � � � � �� The Group's risk management policies are established to identify and analyse the risk faced by the group, to set appropriate risk limits and controls, and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly by the executive management to reflect changes in the market conditions and the Group's activities.� � � � � �The Board oversees how management monitors compliance with the Group's risk management policies and procedures, and reviews the adequacy of the risk management framework in relation to the risks faced by the Group. The Board is supported by various management functions that check and undertake both regular and ad hoc reviews of compliance with established controls and procedures.� � � � � � � �The Group's overall risk management programme focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the Group's financial performance. The Group does not hedge any of its risk exposures.�� Risk management is carried out in line with policies approved by the board of directors. The board provides written policies for overall risk management, as well as set the overall risk appetite for the Group. Specific risk management approaches are defined for respective risks such as interest rate risk, credit risk, liquidity and investment risk. The Group's overall risk management program seeks to minimize potential adverse effects on the Group's financial performance.� � � � � �� (a) Market Risk� � � � � �� (I) Foreign Exchange Risk�� Foreign exchange risks arise from future commercial transactions and recognised assets and liabilities.

The Group makes payments and receipts primarily in Nigerian Naira. Periodically however, receipts and payments are made in other currencies, mostly in the US Dollars.

The Group is exposed to risks resulting from fluctuations in foreign currency exchange rates. A material change in the value of any such foreign currency could result in a material adverse effect on the Group's cash flow and future profits. The Group is exposed to exchange rate risk to the extent that balances and transactions denominated in a currency other than the Nigerian Naira. The group holds the majority of its cash and cash equivalents in Naira.

In managing foreign exchange risk, the Group aims to reduce the impact of short-term fluctuations on earnings. The Group's significant exposure to currency risk relates to its loan facilities and cash and cash equivalents that are mainly in US Dollars. Although the Group has various measures to mitigate exposure to foreign exchange rate movement over the longer term, the gains/losses on foreign exchange balances impact on the profit or loss. The Group's approach to managing foreign exchange risk is to hold foreign currency bank accounts. The Group monitors the movement in the currency rates on an on-going basis.

At 31 December 2016, the value of cash held in foreign currency was significantly lower than foreign currency borrowings.



The balances denominated in US Dollars as at year end were borrowings and cash and cash equivalent. The borrowings and cash balances held at year end are as stated below:

Group Company

2016 2015 2016 2015USD'000 USD'000 USD'000 USD'000

Borrowings 153,657 209,672 - -Trade payables 661 2,446 - -Cash and cash equivalents 3,550 2,112 6 11

The table shows the impact on the Group's profit and equity if the exchange rate between the Naira and the US Dollars had increased or decreased by 50%, with all other variables held constant.

Group Company

Impact on profit or loss2016 2015 2016 2015

N'000 N'000 N'000 N'000

US/NGN exchange rate – increase 50% (2015: 25%) (22,954,428) (10,342,749) 274

US/NGN exchange rate – decrease 50% (2015: 25%) 22,954,428 10,342,749 (274)

2,713

(2,713)

(ii) Price Risk� � � � � �� The Group is exposed to equity securities price risk because of investments classified on the statement of

financial position as equity investments available for sale and measured at fair value through other comprehensive income. The Group is not exposed to commodity price risk. To manage its price risk arising from investments in equity securities, the Group engages a third party expert; United Capital Securities Limited who offers advice on sale and purchase. The company recorded significant movement in investment in equity securities as a result of a decline in the market unit price of equity investment. See note 24.

The table below summarises the impact of increases/decreases in the price of the equity securities on the Group's post-tax profit for the year. The analysis is based on the assumption that the NSE All Share Index had increased/decreased by 20% with all other variables held constant.

Group2016 2015

N'000 N'000Effect of 20% increase in market price of equity securities 441,589 Effect of 20% decrease in market price of equity securities (441,589) (352,987)

352,987

(iii) Cash Flow and Fair Value Interest Rate Risk� � � � � �� The Group's interest rate risk arises from short term and long-term borrowings. Borrowings issued at

variable rates expose the group to cash flow interest rate risk which is partially offset by cash held at variable rates. Borrowings issued at fixed rates expose the Group to fair value interest rate risk. The Group's policy on managing interest rate risk is to negotiate favourable terms with the bank(s) to reduce the impact of its exposure to this risk. The interest rate risk is significantly concentrated with United Bank of Africa Plc (UBA) being the major lender to the Group. The borrowings are disclosed in note 18.

At 31 December 2016, if interest rates on borrowings at that date had been 1% higher/lower with all other variables held constant, the recalculated post– tax profit of the Group would have been N83 million (2015: N68 million) lower/higher, mainly as a result of higher/lower interest expense on floating rate borrowings.� � � � � �

� � � � � � �

Impact on profit or loss



(b) Credit Risk� � � � � �� Credit risk arises from cash and cash equivalents, deposits and debt securities with banks and financial

institutions as well as credit exposures to customers, including outstanding receivables and committed transactions. Credit risk is the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Group. The Group does not have any significant concentrations of credit risk.

Credit risk is managed by the Chief Executive Officer and the Chief Finance Officer, except for credit risk relating to trade receivable balances.��

� � � � � � � There is no credit rating for the company's debt securities.�� Most of the Group's trade customers are not independently rated, therefore the quality of the customer

is considered by taking into account its financial position, past experience and other factors. Each subsidiary is responsible for managing and analysing the credit risk for each of their new customers before standard delivery terms and conditions are offered. The continuous credit worthiness of the existing customers is analysed periodically based on history of performance of the obligations and settlement of their debt. The Group does not hold any collateral as security. No receivables have had their terms renegotiated. � � � � � �

� � � � � � � No financial assets are past due except for trade receivables. As at 31 December, 2016, trade

receivables of N4.5 billion (2015: N5 billion) were fully performing, N43.6 billion (2015: N19.8 billion) were past due but not impaired and N778.3 million (2015: N631.3 million) were impaired. The aging analysis of the latter two categories of receivables is as follows:�

Group 2016 2015

N'000 N'000Past due but not impaired 43,634,259 19,768,139Up to 3 months 42,940,788 2,681,5773 to 6 months 596,933 3,639,241Over 6 months 96,538 13,447,321

Impaired 778,288 589,973Up to 3 months - -3 to 6 months 51,982 3,381Over 6 months 726,306 586,592

The credit quality of trade receivables that are neither past due nor impaired can be assessed by reference to historical information about default rates.�

Group 2016 2015

N'000 N'000Customers with no history of default 5,522,551 6,661,034 – Receivable from related party 1,003,320 1,657,547 – New customers (less than 6 months) - -– Existing customers (more than 6 months) 4,519,231 5,003,487Total unimpaired trade receivables 5,522,551 6,661,034

Concentration of credit risk is determined by the percentage of trade receivable due from a counterparty in proportion to the total trade receivables of the Group. Any receivable equal or greater than 25% of the total trade receivable of the Group is considered significant.

For the year ended 31 December 2016, the Group had a significant concentration of credit risk with one customer. Over 25% of the trade receivable was owed by the government regulated body for power transmission and Nigerian Bulk Electricity Trading Company.� � � � � �

� � � � � �



(c) Liquidity Risk�� Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due.

Cash flow forecasts are prepared by the Group Chief Finance Officer to monitor the Group's liquidity requirements and ensure it has sufficient cash to meet operational needs at all times so that the Group does not breach borrowing limits on any of its borrowing facilities. Such forecasts take into consideration the Group's committed and expected debt financing plans, internal and administrative cashflow requirements in arriving at the headroom for investments. � � � � � �

� � � � � � Surplus cash held by the Group over and above the balance required for working capital

management are invested in debt or equity securities. These can be realised in the short term to provide sufficient head-room as determined by the above-mentioned forecasts. � � � � � �

� � � � � � The table below analyses the Group's financial liabilities into relevant maturity groupings based on

the remaining period at the reporting date to the contractual maturity date. The amounts disclosed in the table are the contractual undiscounted cash flows.

Group

N'000 Between 1and 2 yearsAt 31 December 2016 Over 5 years

Trade and other creditors 26,820,960 - - - -Accruals and other liabilites 4,534,562 - - - -Due to related parties 63,002 - - - -Borrowings 6,256,665 3,377,229 22,587,177 60,622,161 3,988,854

At 31 December 2015Trade and other creditors 11,173,419 - - - -Accruals and other liabilites 6,196,881 - - - -Due to related parties 46,613 - - - -Borrowings 7,312,775 8,051,210 34,672,717 8,774,355 18,397,435

Company

N'000At 31 December 2016

Accruals and other creditors 224,028 - - - -Due to related parties 5,454,253 - - - -Borrowings 5,356,947 683,362 5,844,816 6,504,406 -

At 31 December 2015Accruals and other creditors 474,313 - - - -Due to related parties 7,173,666 - - - -Borrowings 3,085,490 2,541,950 6,269,819 3,245,440 2,083,871

Between 6months

and 1 yearLess than 6months

Between 2and 5 years

Between 1and 2 years Over 5 years

Between 6months

and 1 yearLess than 6months



Less than 6months



Less than 6months




3.2� Capital Risk Management� � � � � �� The Group's objectives when managing capital are to safeguard its ability to continue as a going concern to in order to maximise returns for shareholders.� � � � � �� Consistent with others in the industry, the Group monitors capital on a monthly basis using the gearing ratio. This ratio is calculated as total debt divided by total equity. Total debt is a sum of the short and long term borrowings. Total equity is calculated as the sum of all equity components of the statement of financial position.� � � � � �� In order to maintain or adjust the capital structure, the Group may increase or reduce its borrowings to obtain an appropriate gearing ratio.� � � � � �� During 2016, the Group's strategy, which was unchanged from 2015, was to maintain the gearing ratio between 75% and 120% for financing its long term investments in the agriculture, power, oil and gas and hospitality sectors. The gearing ratios at 31 December 2016 and 2015 are as follows:� � � � � � � � �

Group Company

2016 2015 2016 2015N'000 N'000 N'000 N'000

Total debt 98,544,263 77,208,492 19,218,343 15,672,595Less: cash and cash equivalents (2,361,320) (14,419,520) (5,026) (10,686)

Net debt 96,182,943 62,788,972 19,213,317 15,661,909Total equity 86,448,597 87,505,231 30,945,499 31,221,707Gearing ratio 111% 72% 62% 50%

The increase in the gearing ratio for the Group during 2016 resulted from increase in borrowings during the year arising from the revaluation of the foreign currency loan in the subsidiary. �

3.3� Fair Value Estimation� � � � � �� The table below analyses financial instruments carried at fair value, by valuation method. The different levels have been defined as follows:� � � � � �� Ÿ (Level 1) Quoted prices (unadjusted) in active markets for identical assets or liabilities.Ÿ (Level 2) Inputs other than quoted prices included within level 1 that are observable for the asset or

liability, either directly (that is, as prices) or indirectly (that is, derived from prices).Ÿ (Level 3) Inputs for the asset or liability that are not based on observable market data (that is,

unobservable inputs).� � ��

The following table presents the Group's financial assets that are measured at fair value at 31 December 2016. See note 8 for disclosures of investment property that are measured at fair value.�

At 31 December 2016Assets Level 1 Level 2 Level 3 Total

Financial assets at fair value through other comprehensive incomeEquity securities at fair value through OCI 2,207,943 - - 2,207,943

At 31 December 2015Assets Level 1 Level 2 Level 3 Total

Financial assets at fair value through profit or lossEquity securities at fair value through profit or loss 1,764,937 - - 1,764,937

There were no transfers between levels 1 and 2 during the year.



(a) Financial Instruments in Level 1� � � � � � The fair value of financial instruments traded in active markets is based on quoted market prices at the

balance sheet date. A market is regarded as active if quoted prices are readily and regularly available from an exchange, dealer, broker, industry group, pricing service, or regulatory agency, and those prices represent actual and regularly occurring market transactions on an arm's length basis. The quoted market price used for financial assets held by the group is the current bid price. These instruments are included in Level 1. Instruments included in Level 1 comprise primarily equity investments listed on the Nigerian Stock Exchange (NSE) classified as equity securities at fair value through other comprehensive income.� � � � � �

� � � � � � �4.� Critical Accounting Estimates and Judgments� � � � � �� 4.1� Critical accounting Policies and Key Sources of Estimation Uncertainty� � � � � �

� � � � � � �The preparation of financial statements requires the directors to use judgment in applying its accounting policies and estimates and assumptions about the future. Estimates and other judgments are continuously evaluated and are based on the directors' experience and other factors, including expectations about future events that are believed to be reasonable under the circumstances. The following discusses the most significant accounting judgments and estimates that the Group has made in the preparation of the financial statements:� � � � � �� Impairment of Goodwill� � � � � �� The Group reviews goodwill at least annually and other non-financial assets when there is any indication that the asset might be impaired. The Group has estimated the value in use and fair value of operating segments to which goodwill is allocated using discounted cash flow models that required assumptions about future cash flows, margins, and discount rates. See note 7 for methods and assumptions used in estimating net recoverable amount.� � � � � ��

4.2� Critical Judgements in Applying the Entity's Accounting Policies� � � � � �� Consolidation of entities in which the Group holds less than 50%:� � � � � �� The Group is considered to have de facto control of Transcorp Staff Share Ownership Trust Company Limited (the entity) even though the Group's interest is only 1%. Control has been determined based on the following considerations:

i) The Group directs the activities that significantly affect the entity's returnsii) Transcorp is exposed to variable returns from its involvement with the entity as the residual shares in the

scheme belong to the Company. iii) Transcorp has the ability to use its power to affect the returns from its involvement with the entity.�

5. Segment Analysis� � � � � � �� The Group� � � � � � �The chief operating decision-maker has been identified as the Board of Directors of Transcorp. The Board reviews the Group's internal reporting in order to assess performance and allocate resources. The directors have determined the operating segments based on these reports. The Board considers the business from an industry perspective and has identified 5 operating segments.� � � � � � �� HospitalityThe hospitality business is made up of its direct subsidiary Transcorp Hotels Plc. (THP) and indirect subsidiaries, Transcorp Hotels Calabar Limited (THC), Transcorp Hotels Ikoyi Limited and Transcorp Hotels Port Harcourt Limited. These entities render hospitality services to customers.� � � � � � � �Agro-AlliedThis relates to a subsidiary Teragro Commodities Limited. The subsidiary is engaged in the manufacturing/processing of fruit concentrates from fruits from which the Group derives revenue.� � � � � � �



� � � � � � �PowerThis relates to a subsidiary Transcorp Power Limited (TPL). The subsidiary is engaged in generation of electric power.�� Oil & GasTwo subsidiaries make up the oil & gas segment namely Transcorp Energy Limited and Transcorp OPL 281 Limited. The companies are into the exploration, refining and marketing of petroleum products. The subsidiaries are in the start-up phase and have not started generating revenue.� � � � � � �Corporate CentreThis segment is the parent Company, Transnational Corporation of Nigeria Plc and the other non-operational subsidiaries."�� The Board assesses the performance based on operating profits for each operating segment that is reviewed by the Board. Other information provided, except as noted below, to the Board is measured in a manner consistent with that of the financial statements.

Sales between segments are carried out at arm's length. The revenue from external parties reported to the Group is measured in a manner consistent with that in the income statement.��

� � � � � � �

Total segment assets exclude tax related assets. These are included in the reconciliation to the total statement of financial position assets.

As at 31 December2016

Hospitality Oil & gas Agro-allied PowerCorporate

centreIntersegment

elimination TotalN'000 N'000 N'000 N'000 N'000 N'000 N'000

Revenue 15,341,012 - 15,791 44,067,816 2,537,628 (2,537,628)

Finance income 575,585 - - 11 1,426,351 (1,638,931)Finance cost - (575,449) (43,644) (24,885,907) (3,141,314) 1,638,931 (27,007,383)

Depreciation and amortisation (1,024,622) - (18,021) (2,118,635) (14,727) - (3,176,005)

Profit/(loss) before taxation 5,239,777 (612,083) (176,224) (8,083,229) (449,502) (1,847,087) (5,928,348)Taxation (1,056,088) - - 6,266,606 (409,168) -Segmental assets 90,207,668 3,812,157 383,284 115,773,276 58,104,077 (36,119,731)

Segmental liabilities 35,451,444 4,742,073 1,587,398 102,341,915 27,596,240 (26,006,936)

Net assets 54,756,224 (929,916) (1,204,114) 13,431,361 30,507,837 (10,112,795)

As at 31 December2015

Hospitality Oil & gas Agro-allied PowerCorporate

centreIntersegment

elimination TotalN'000 N'000 N'000 N'000 N'000 N'000 N'000

Revenue 13,979,325 - 126,709 26,647,472 3,241,943 (3,241,943)

Finance income 594,798 453,614 166 3 1,266,556 (1,149,910)

Finance cost - (453,613) (34,309) (10,672,633) (2,415,860) 696,299 (12,880,116)

Depreciation and amortisation (1,054,149) - (31,879) (1,862,445) (20,677) - (2,969,150)

Profit/(loss) before taxation 5,379,159 (23,356) (247,699) 1,002,608 838,360 (3,629,543)

Taxation (1,908,433) - - 1,097,940 (477,479) - (1,287,972)

Segmental assets 90,943,774 6,761,136 390,365 89,562,660 56,927,580 (41,701,566)Segmental liabilities 37,328,677 7,077,968 1,418,255 74,317,985 26,016,232 (30,780,399)Net assets 53,615,097 (316,832) (1,027,890) 15,244,675 30,911,348 (10,921,167)

59,424,619

363,016

86,448,597

145,712,134

232,160,7314,081,350

87,505,231 115,378,718 202,883,949

3,319,529

1,165,22740,753,506



Revenues from transactions with other operating segments relates to dividend income from Transcorp Hotels Plc and Transcorp Power Limited to the Company, Transnational Corporation of Nigeria Plc.

Reconciliations of Reportable Segment Revenues, Profit or Loss, Assets and Liabilities� � � � � � �The totals presented for the Group's operating segments reconcile to the key financial figures as presented in its financial statements as follows:

31 December 2016 Revenue

31 December 2015N'000 N'000

Total revenue for reportable segments 61,962,247 Elimination of inter-segment revenue (i) (2,537,628) (3,241,943)External revenue 59,424,619

Profit or LossTotal (loss) or profit for reportable segments (4,081,261)Elimination of inter-segment profits (ii) (1,847,087) (3,629,543)Consolidated (loss) or profit before taxation (5,928,348)

AssetsTotal assets of reportable segments 268,280,462 Consolidation eliminations (iii) (36,119,731) (41,701,566)Consolidated total assets 232,160,731

LiabilitiesTotal liabilities of reportable segments 146,159,117 Consolidation eliminations (iv) (446,983) (3,140,350)Consolidated total liabilities 145,712,134

43,995,449

40,753,506

6,949,072

3,319,529

244,585,515

202,883,949

118,519,068

115,378,718

The nature of differences between the measurements of the reportable segment's assets/liabilities and the assets/liabilities of the Group is as follows:� � � � � � � � � � �(i) Elimination of inter-segment revenue relates to dividend income from Transcorp Power Limited and

Transcorp Hotels to Transnational Corporation of Nigeria.

(ii) Elimination of inter-segment profits relates to dividend income between the segments and other income arising from transactions with non-controlling interests.

(iii) Investments of Transnational Corporation of Nigeria Plc in its subsidiaries and investment of Transcorp Hotels Plc in Transcorp Hotels Calabar Limited, Transcorp Hotels Port Harcourt Limited and Transcorp Hotels Ikoyi limited respectively accounts for the consolidation eliminations of total assets of reportable segments. Inter-segment receivables were also eliminated to arrive at the consolidated total assets.

(iv) Inter-segment payables, dividend payable to segments within the Group and management fees payable and interest payable to Transnational Corporation of Nigeria Plc from Transcorp Hotels Plc accounts for the consolidation eliminations in total liabilities of the reportable segments.�



Entity-Wide Information� � � � � �

The following is an analysis of the Group's revenue from continuing operations from its major products and services.� � � � � � � � � � � �

Analysis of revenue by category: 31 December 2016 31 December 2015

N'000 N'000Rooms 9,632,146 9,060,025Food and beverage 4,528,631 3,560,761Shop rental 299,653 644,952Service charge 160,049 152,416Other operating revenue 720,533 561,171Juice concentrate 15,791 126,709Capacity charge 15,453,485 12,176,485Energy sent out 28,445,957 14,331,933Ancillary services 168,374 139,054

Total 59,424,619

The Group is domiciled in Nigeria where it generates all its external revenue. The total non-current assets of the Group are all located in Nigeria.

40,753,506



LandBuilding &

improvements Plant &

machinery Furniture &

fittings

Computer &office

equipments Motor

vehicles

Capitalwork in

progress

18,061,319

13,332,275

10,472,4932,957,132

3,151,332

Total

6 Property, Plant and Equipment (PP&E)

Group

Cost N'000 N'000 N'000 N'000 N'000 N'000 N'000 N'000

Balance as at 1 January 2015 31,760,758 17,000,877 45,546,578 2,502,609 61,840 597,190 6,521,234 103,991,086Additions 2,132,500 217,787 1,082,277 350,885 1,279 168,649 14,104,304 18,057,681Reclassification - 16,588 4,364,063 436 - 29,500 (4,410,587) -Transfer from investment property 1,507,000 - - - - - - 1,507,000Disposals - - - (9,430) (1,635) (92,815) (358,582) (462,462)

Balance as at 31 December 2015 35,400,258 17,235,252 50,992,918 2,844,500 61,484 702,524 15,856,369 123,093,305

Balance as at 1 January 2016 35,400,258 17,235,252 50,992,918 2,844,500 61,484 702,524 15,856,369Additions 188,487 371,502 1,170,987 233,565 64,177 10,701 16,021,900 Reclassification - - 39,695 106,847 - - (146,542) -Disposals - - (2,172) - (2,111) (24,970) - (29,253)

Balance as at 31 December 2016 35,588,745 17,606,754 52,201,428 3,184,912 123,550 688,255 31,731,727 141,125,371

Depreciation and impairment lossesBalance as at 1 January 2015 - 1,443,735 6,898,158 1,797,656 19,232 313,712 -Depreciation - 402,745 2,236,719 213,936 4,205 99,527 -Disposals - - - (3,820) (1,320) (92,210) - (97,350)

Balance as at 31 December 2015 - 1,846,480 9,134,877 2,007,772 22,117 321,029 - 13,332,275

Balance as at 1 January 2016 - 1,846,480 9,134,877 2,007,772 22,117 321,029 -Depreciation - 413,720 2,342,344 256,548 29,023 109,697 -Disposals - - (1,312) - (405) (17,080) - (18,797)

Balance as at 31 December 2016 - 2,260,200 11,475,909 2,264,320 50,735 413,646 - 16,464,810

Net book valueAt 31 December 2015 35,400,258 15,388,772 41,858,041 836,728 39,367 381,495 15,856,369 109,761,030At 31 December 2016 35,588,745 15,346,554 40,725,519 920,592 72,815 274,609 31,731,727 124,660,561

123,093,305



Company

Building &improvements

Plant &Machinery

Furniture &fittings

Computer & officeequipments

Motorvehicles

Cost N'000 N'000 N'000 N'000 N'000 N'000

Balance as at 1 January 2015 27,357 4,304 27,957 27,250 14,355 Additions 937 314 1,806 990 -Disposals - - (155) (1,232) (380)Balance as at 31 December 2015 28,294 4,618 29,608 27,008 13,975

Balance as at 1 January 2016 28,294 4,618 29,608 27,008 13,975 Additions 568 - - 280 -Disposals - - - - (6,000)

Balance as at 31 December 2016 28,862 4,618 29,608 27,288 7,975

Depreciation and impairment lossesBalance as at 1 January 2015 10,660 475 11,508 18,866 8,759 Depreciation for the year 8,422 649 3,981 4,091 2,640 Disposals - - (150) (1,206) (207)


Balance as at 1 January 2016 19,082 1,124 15,339 21,751 11,192 Depreciation for the year 5,540 672 4,008 2,549 1,035 Disposals - - - - (5,191)


Net book valueAt 31 December 2015 9,212 3,494 14,269 5,257 2,783

At 31 December 2016 4,240 2,822 10,261 2,988 939

Borrowing costs capitalised for the Group amounted to N4.08 billion (2015 : N599.7 million)

Group

Depreciation is allocated as follows:

2016 2015N'000 N'000

Cost of sales 2,079,059 1,853,358Administrative expenses 1,072,273 1,103,774

3,151,332 2,957,132

All depreciation expenses for the company are charged to administrative expenses.

101,223 4,047

(1,767) 103,503

103,503 848

(6,000)

98,351

50,268 19,783 (1,563)

68,488

68,488 13,804 (5,191)

77,101

35,015

21,250



7 Intangible Assets

Group Company

GoodwillComputer

software Oil

ProspectingLicense

Explorationand evaluation

expenditure TotalComputer

software

OilProspecting

License TotalCost N'000 N'000 N'000 N'000 N'000 N'000 N'000

At 1 January 2015 30,934,143 129,620 5,075,818 2,384,864 38,524,445 12,966 5,075,818 5,088,784Addition - 16,241 - 433,548 449,789 - - -Disposal - (821) - - (821) - - -

As at 31 December 2015 30,934,143 145,040 5,075,818 2,818,412 38,973,413 12,966 5,075,818

At 1 January 2016 30,934,143 145,040 5,075,818 2,818,412 38,973,413 12,966 5,075,818 5,088,784Addition - 65,206 - 24,686 89,892 - - -

As at 31 December 2016 30,934,143 210,246 5,075,818 2,843,098 39,063,305 12,966 5,075,818

Accumulated amortisationAt 1 January 2015 - 73,265 - - 73,265 11,492 - 11,492Amortisation charge (Note 25) - 13,398 - - 13,398 907 -

As at 31 December 2015 - 86,663 - - 86,663 12,399 -

At 1 January 2016 - 86,663 - - 86,663 12,399 - 12,399Amortisation charge (Note 25) - 24,673 - - 24,673 283 -

As at 31 December 2016 - 111,336 - - 111,336 12,682 -

Net book valueAt 31 December 2015 30,934,143 58,377 5,075,818 2,818,412 38,886,750 567 5,075,818 5,076,385

At 31 December 2016 30,934,143 98,910 5,075,818 2,843,098 38,951,969 284 5,075,818



Amortisation of the OPL cost will commence when it has been determined that commercial quantity of crude can be produced from the oil field and mining commences.

All expenditure related to the exploration and evaluation activities were capitalised during the year. Expenditure incurred during the year on exploration and drilling activities was N24.6 million (2015: N324 million) and nil (2015: N109.5 million) was incurred on geological and geophysical activities.

Goodwill has been allocated to the following Cash Generating Units (CGUs)31 December 31 December

2016 2015N'000 N'000

Transcorp Hotels Calabar Limited (THC) 863,163 863,163Transcorp Hotels Plc (THP) 20,369,790 20,369,790


Transcorp Power Limited (TPL) 9,701,190

30,934,143 30,934,143

9,701,190

Transcorp Plc.2016 Annual Report 01Transcorp Plc.2016 Annual Report 01Transcorp Plc.2016 Annual Report 69

Goodwill arose from the excess of the consideration over acquisition-date fair values of identifiable assets and liabilities of subsidiaries acquired. The goodwill amount relates to pre-existing goodwill from previous business combinations.

In assessing goodwill for impairment at 31 December 2016 and 2015, the Company compared the aggregate recoverable amount of the assets included in the CGUs below to their respective carrying amounts. Recoverable amount has been determined based on the value in use of the CGUs using five year cash flow budgets approved by directors that made maximum use of observable markets for inputs and outputs. For periods beyond the budget period, cash flows were extrapolated using growth rates that do not exceed the long-term average for the business.

The key assumptions used for the value-in-use calculations are as follows:

31 December 2016 31 December 2015TPL THC THP TPL THC THP

Budgeted gross margin % 43% 70% 73% 55% 74% 80%Weighted average growth rate 6% 6% 6% 5% 6% 6%Pre-tax discount rate 14% 17% 17% 17% 17% 17%

Reasonably possible changes in key assumptions would not cause the recoverable amount of goodwill to fall below the carrying value.

Goodwill is not amortised but tested for impairment annually.

The remaining amortisation period for computer software cost is between 3 to 6 years.

The Production Sharing Contract between Transcorp and the Nigerian National Petroleum Corporation was signed by the Federal Government of Nigeria on 2 May 2014. Per the agreement, the exploration period is for maximum of 5 years after which the OPL converts to an Oil Mining License for a period of 20 years.

Investment Property

Non-current assets-at fair valueGroup Company

2016 2015 2016 2015N'000 N'000 N'000 N'000

At 1 January 1,706,600 2,738,164 1,706,600 1,600,000Additions - 407,000 - -Fair value gain on investment property - 106,600 - 106,600Transfer to property, plant and equipment - (1,507,000) - -Fair value loss on investment properties - (38,164) - -

At 31 December 1,706,600 1,706,600 1,706,600 1,706,600

8

Investment property at 31 December 2016 relates to a piece of land at Rumens Road Ikoyi measuring approximately 4,876.15 square meters. An independent valuation of the Company's land was performed by Ubosi Eleh and Co to determine the fair value of the land as at 31 December 2016 and 31 December 2015. The title to this property was revoked in a Newspaper publication dated 29 May 2015 by a revocation order of the Minister of Lands, Housing & Urban Development.A suit has been filed at Federal High Court challenging the legality of the revocation. An interim Order of injunction was obtained restraining Minister of Lands, Housing & Urban Development from giving effect to the revocation order (FHC/L/CS/794/2015 TNC V AG FEDERATION & MINISTER OF LANDS). The court subsequently struck out the suit while ruling on a preliminary objection challenging its jurisdiction.

The Company filed a notice of appeal against the ruling of the Federal High Court and an application for stay of proceedings both at the Court of Appeal and the Federal High Court. The Federal High Court granted the Company's application and stayed proceedings in the suit pending the determination of the appeal.

As at the date of the approval of these financial statements, the directors, based on representation from their legal advisers expects that there is no likelihood of unfavourable outcome in the suit.

The table below analyses the non-financial assets carried at fair value, by valuation method. The current market prices of the land were used to determine the fair value as at these dates. Fair value is measured through the following: Ÿ Quoted prices (unadjusted) in active markets for identical assets or liabilities (Level 1). Ÿ Inputs other than quoted prices included within level 1 that are observable for the asset or liability, either

directly (that is, as prices) or indirectly (that is, derived from prices) (Level 2). Ÿ Inputs for the asset or liability that are not based on observable market data (that is, unobservable

inputs) (Level 3).

Notes to the Financial Statementsfor the year ended 31 December 2016Notes to the Financial Statementsfor the year ended 31 December 2016



There were no transfers between levels 1 and 2 during the year. Valuation techniques used to derive level 2 fair values

Level 2 fair values of land have been derived using the sales comparison approach. Sales prices of comparable land in close proximity are adjusted for differences in key attributes such as property size. The most significant input into this valuation approach is price per square foot.

Fair value measurements (N'000) at 31 December 2016 using

Recurring fair value measurements

Quoted prices in activemarkets for identical

assets (Level 1)

Significant otherobservable

inputs (Level 2)

Significantunobservable

inputs (Level 3)

Land - 1,706,600 -

Company31 December

201631 December

2015N'000 N'000

Transcorp Hotels Plc 19,618,523 19,618,523 Transcorp Power Limited 7,860,464 7,860,464 Other subsidiaries companies 50,900 50,900

27,529,887 27,529,887

Movement in investment in subsidiaries is analysed as follows:Company

31 December2016

31 December2015

N'000 N'000At 1 January 27,529,887 27,549,287Liquidation of subsidiaries (9a) - (19,400)

At 31 December 27,529,887 27,529,887

Company31 December

201631 December

2015N'000 N'000

Investments in subsidiary companies eliminated on consolidation is shown below:

Transnational Corporation investment in subsidiary:Transcorp Hotels Plc (THP) 19,618,523 19,618,523 Transcorp Properties Limited 10,000 10,000 Transcorp Power Limited 7,860,464 7,860,464 Transcorp OPL 281 Limited 500 500 Transcorp Energy Limited 9,900 9,900 Teragro Commodities Limited 9,500 9,500 Transcorp Refining Company Limited 1,000 1,000 Transcorp Trading and Logistics Limited 10,000 10,000 Transcorp Telecomms Limited 10,000 10,000

27,529,887 27,529,887THP investment in subsidiary:Transcorp Hotels Calabar Limited 3,508,621 3,508,621 Transcorp Hotels Port Harcourt Limited 20,000 20,000 Transcorp Hotels Ikoyi Limited 1,160 1,160

3,529,781 3,529,781

Transcorp Refining Company Limited, Transcorp Telecomms Limited, Transcorp Trading and Logistics Limited are dormant and are undergoing winding up proceedings. The subsidiaries to be wound up have no assets, liabilities, income or expenses as these subsidiaries were incorporated but no further activities were performed. Hence, there are no assets held for sale and no income or expenses from discontinued operations. (a) The company wound up the following inactive subsidiaries during the year ended 31 December 2015;

Ÿ Telecommunications Backbone Development Company Limited Ÿ Allied Commodities Limited

The winding up accounted for a decrease in investment of N19.4 million which was written against its payable balance (unpaid share capital)

9 Investment in Subsidiaries



(b) Other relevant details of the investments are as follows:

Subsidiaries

Transcorp Hotels Plc (THP)

Transcorp Refining Company Limited

Transcorp Telecomms Limited

Teragro Commodities Limited (TRG)

Transcorp Trading and Logistics Limited

Transcorp Employee Share Scheme

Transcorp Energy Limited

Transcorp Properties Limited

Transcorp Hotels Calabar Limited

Transcorp Power Limited (TPL)

Transcorp OPL 281 Limited

Transcorp Hotels Ikoyi Limited

Transcorp Hotels Port Harcourt Limited

Nature of Business

Rendering of hospitality services.

Oil and gas consultancy exploration, refining and marketing.

Distribution of global systems for mobile communication.

Cultivate the soil and grow food, cash and fodder crops.

General maritime operations including transportation.

Manages shares ownership scheme set up for the employees.

Mining, refining and supply merchants of mining produce.

Building, contractors, decorators, merchants and dealers in stone, sand, lime, iron, etc.


Investment in power generation.

Oil and gas exploration, refining and marketing.



Issued ShareCapital

(in thousands) Parent'sInterest

Group'sInterest

Non-controllingInterest

7,600,404 83% 83% 17%

1,000 100% 100% 0%

10,000 100% 100% 0%

10,000 95% 100% 0%

10,000 100% 100% 0%

10 1% 1% 99%

10,000 99% 100% 0%

10,000 100% 100% 0%

7,690 0% 83% 17%

66,152 50.01% 50.01% 49.99%

500 100% 100% 0%

All these subsidiaries are incorporated in Nigeria.

2,000 0% 52% 48%

20,000 0% 100% 0%



(c ) Summarised financial information on subsidiaries with material non-controlling interests Set out below are the summarised financial information for each subsidiary that has non-controlling

interests that are material to the Group.

Transcorp Hotels Group comprises Transcorp Hotels Plc, Transcorp Hotels Calabar Limited, Transcorp Hotels Ikoyi Limited and Transcorp Hotels Portharcourt Limited.

Summarised statement of financial position

Current

AssetLiabilities

Total net current (liabilities)/assets

Non-current

AssetsLiabilities

Total non-current net assetsNet assets

Summarised statement ofcomprehensive income

RevenueProfit /(loss) before income taxIncome tax (charge)/credit

Post-tax profit/(loss) from continuing operations

Total comprehensive income/(loss)

Total comprehensive income/(loss) allocated to non-controlling interests

Dividends paid to non-controlling interests

Summarised cash flows

Cash flows from operating activitiesCash generated from operationsIncome tax paid

Net cash generated from operating activities

Net cash used in investing activitiesNet cash (used in)/generated from financing activities

Net (decrease)/increase in cash and cash equivalentsCash and cash equivalents at beginning of year

Transcorp Hotels Plc (THP) - Group Transcorp Power Limited (TPL) 2016 2015 2016 2015

N'000 N'000 N'000 N'000

11,618,676 25,974,324 51,932,816 (13,501,953) (12,989,530) (63,036,099) (39,737,344)

(1,883,277) 12,984,794 (11,103,283) (11,356,869)

79,145,837 65,366,706 56,981,731 (24,062,167) (26,206,350) (32,449,090) (29,166,903)

55,083,670 39,160,356 24,532,641 53,200,393 52,145,150 13,429,358


N'000 N'000 N'000 N'00015,311,879 13,979,324 44,067,817 26,647,4725,234,986 5,377,968 (8,083,230) 1,002,612

(1,139,582) (1,880,627) 6,269,910

4,095,404 3,497,341 (1,813,320) 1,561,247

4,095,404 3,497,341 (1,813,320) 1,561,247

696,219 594,548 (906,479) 780,467

502,521 513,256 -


N'000 N'000 N'000 N'000

8,014,100 8,983,761 5,813,757 (3,042,659) (2,063,008) - -

4,971,441 6,920,753 5,813,757

(11,449,513) (12,164,448) (3,502,675) (5,665,226)

(6,044,612) 16,739,946 (2,081,857)

(12,522,684) 11,496,251 229,225 (2,707)

14,184,829 2,688,578 215,054 217,761

160,314

5,502,205

649,902

559,635

15,242,67726,599,546

28,380,475

5,502,205

1,662,145 14,184,829 444,279 215,054Cash and cash equivalents at end of year

The information above is the amount before inter-company eliminations.

55,776,449



10 Deferred Tax

Group2016 2015

The gross movement on the deferred income tax account is as follows: N'000 N'000Deferred tax assets 3,356,550 -Deferred tax liabilities (7,158,798) (10,502,430)

(3,802,248) (10,502,430)Deferred tax Accelerated tax depreciation (8,405,601) (8,768,413)Fair value on revaluation (2,774,698) (2,774,698)Unrealised FX losses 7,367,850 Tax losses carried forward 10,201 (57,259)

(3,802,248) (10,502,430)

Acceleratedtax

depreciationN'000 N'000 N'000 N'000 N'000

At 1 January 2015 8,919,550 2,774,698 -(100,613) 11,593,635Credited to the income statement

(151,137) - (1,097,940) 157,872 (1,091,205)

At 31 December 2015 8,768,413 2,774,698 (1,097,940) 57,259 10,502,430

At 1 January 2016 8,768,413 2,774,698 (1,097,940) 57,259 10,502,430Credited to income statement

(362,812) - (6,269,910) (67,460) (6,700,182)

At 31 December 2016 8,405,601 2,774,698 (7,367,850) (10,201)

11 Prepaid Lease Rental Group31 December

2016 2015

N'000 N'000At 1 January 35,000 65,000Addition 83,704 -Utilisation (30,000) (30,000)At 31 December 88,704 35,000

Less: minimum lease payments for the next 12 months (30,000) (30,000)

Non current lease payments 58,704 5,000

Non current lease payments has been analysed as follows:Due between 1 to 5 years 58,704 5,000

31 December

1,097,940

3,802,248

Total

Prepaid lease rental represents amounts paid to Benfruit Nigeria Limited by Teragro Commodities Limited for lease of facilities and equipment. The lease is for a 10 year period, commencing from the date of commissioning at an initial lease rental of N30 million per annum subject to a renewal option for the lessee of further terms of 5 years each.

Fair value onrevaluation

Unrealised FXlosses

Tax lossescarriedforward



12 InventoriesGroup

31 December 2016 2015

N'000 N'000Food and beverage 215,486 147,931Fuel/lubricant 56,075 91,307Spares 4,368,435 4,230,747Guest supplies 66,474 88,693Finished goods 1,170 Packaging materials 8,752 Other sundry stock 6,153 11,256

4,722,545 4,597,456

All inventory are stated at lower of cost and net realisable value. The cost of inventories recognised as an expense and included in 'cost of sales' amount to N2.8 billion (2015: N3 billion). No impairment charge (2015: N45 million) was recorded on the Group's inventory in the income statement.

13 Trade and Other Receivables

Trade receivablesLess: provision for impairment (a)Trade receivables - net

Other receivablesPrepaymentsDue from related companies (Note 36)Dividend receivable


201631 December

201531 December

2016 2015

N'000 N'000 N'000 N'00048,931,779 25,402,891 - -

(778,288) (589,973) - -48,153,491 24,812,918 - -

4,425,799 4,760,429 3,468,640521,929 122,875 67,378 51,291

1,003,320 1,657,547 15,546,760 13,784,675- - 2,284,117

54,104,539 31,353,769 21,366,895 20,137,082

(a) Provision for impairment of trade receivables Group 2016 2015

N'000 N'000Balance at 1 January 589,973 147,520Impairment losses recognised on receivables 188,315 442,453Balance at 31 December 778,288 589,973

A significant portion of the increase in trade receivables relates to receivable from the Transmission Company of Nigeria Plc and Nigerian Bulk Electricity Trading Plc which are the government regulated bodies for the power business.

31 December

6,521 21,001

31 December

2,917,749

3,383,367



14 Debt and Equity SecuritiesGroup and Company

31 December2016

31 December2015

N'000 N'000Current portionFixed income investment -

-Non-current portionEquity securities at fair value through OCI 2,207,943

- 2,207,943

See movement in debt and equity securities below:

2016 2015Equity

securitiesFixed income

investmentEquity

securities investmentN'000 N'000 N'000 N'000

At 1 January 1,764,937 358,887 2,256,379Fair value gain/(loss) 547,479 - -475,867 -Liquidation (104,473) (18,519) (15,575) (467,270)Impairment - (340,368) - (349,062)

At 31 December 2,207,943 - 1,764,937 358,887

Equity securities represent shares of various companies that are listed on the Nigerian Stock Exchange (NSE). The original amount invested in equity securities was N1.3 billion. These investments have recorded a fair value profit of N547 million (2015: fair value loss of N475 million).

The liquidation of fixed income investment was by cash of N18.5 million (2015: N259 million cash and equity securities of N208 million)

15 Cash and Cash EquivalentsGroup Company

31 December2016

31 December2015

31 December2016

31 December2015

N'000 N'000 N'000 N'000

Cash and bank balance 2,361,320 14,419,520 5,026

Included in cash and bank balance for the Group is balance held at First Bank of Nigeria Plc of N210 million which is restricted due to a current court lien placed on it since May 2012 as a result of an existing court case between Lagos State Government and defunct Power Holding Company of Nigeria (PHCN).

Fixed income

1,175,219

2,123,8241,764,937

358,887358,887

10,686

16 Trade and Other Payables Group Company31 December

201631 December

201531 December

201631 December

2015N'000 N'000 N'000 N'000

Trade creditors 26,820,960 11,173,419 - -Accruals and other liabilities 3,954,729 5,431,646 224,028 Unearned income 41,379 147,461 - -Deposit from guests 126,573 123,316 - -VAT payable 55,618 73,798 - -Dividend payable 524,215 691,437 - -Due to related companies (Note 36) 63,002 46,613 5,454,253

31,586,476 17,687,690 5,678,281

7,173,666

7,647,979

474,313



(a) Deposit for Shares Based on the Memorandum of Understanding between Transcorp Hotels Plc and Heirs Holdings Limited,

Transcorp Hotels Ikoyi Limited (THIL) will issue shares to Heirs Holdings Limited on completion of the construction and start of operation of the hotel.

Deposit for shares relates to Heirs Holdings Nigeria Limited's contribution to the development of Transcorp Hotels Ikoyi Limited (THIL).

17 Taxation

Income taxEducation tax

Tax on franked investment incomeDeferred tax (Note 10)

The movement in tax payable is as follows:

At 1 January Provision for the yearPayment during the year

At 31 December

A reconciliation between tax expense and the product of accounting profit multiplied by Nigeria's domestic tax rate for the years ended 31 December 2016 and 2015 is as follows:

Group Company 31 December

201631 December

201531 December

201631 December

2015N'000 N'000 N'000 N'000

(Loss)/profit before tax (5,928,348) 3,319,529 (439,925) 1,037,146

Tax at Nigeria Corporation tax rate of 30% (2015: 30%) (1,778,504) 995,859 (131,978) 311,144 Education tax 15,193 130,917 - -Tax on franked investment income 253,763 324,194 253,763 324,194 Expenses not deductible for tax purposes (5,956,201) 2,510,770 313,709 38,187 Income not subjected to tax (1,305,250) (3,450,308) (761,288) (972,586)Tax losses for which no deferred income tax asset was recognised 3,814,245 623,255 579,557 623,255 Minimum tax adjustments 155,405 153,285 155,405 153,285

Tax (credit)/charge for the year (4,801,350) 1,287,972 409,168 477,479


201631 December

201531 December

201631 December

2015N'000 N'000 N'000 N'000

1,629,876 1,924,066 155,405 15,193 130,917 - -

1,645,069 2,054,983 155,405 253,763 324,194 253,763

(6,700,182) (1,091,205) - -

(4,801,350) 1,287,972 409,168

Group Company2016 2015 2016 2015

N'000 N'000 N'000 N'0005,695,106 5,984,570 202,198 1,645,069 2,054,983 155,405

(3,202,578) (2,344,447) (161,023) (175,224)

4,137,597 5,695,106 196,580

224,137153,285

202,198

153,285324,194

477,479

153,285



18 Borrowings


201631 December

201531 December

201631 December

2015Falling due within a year N'000 N'000 N'000 N'000Bank borrowings 19,483,819 12,125,454 10,987,060 5,627,440Unsecured bond 6,116,876 3,238,531 - -

25,600,695 15,363,985 10,987,060 5,627,440 Falling due after one yearBank borrowings 58,371,720 45,530,943 8,231,283 10,045,155Unsecured bond 14,571,848 16,313,564 - -

72,943,568 61,844,507 8,231,283 10,045,155

Total 98,544,263 77,208,492 19,218,343 15,672,595



Transcorp Plc.2016 Annual Report

The Company's subsidiary Transcorp Hotel Plc. issued unsecured bonds as analysed:

Principal (N'000) Bond type Tenor Interest rate Outstanding as at 31 December 2016

To upgrade and refurbish Transcorp Hilton Abuja and construct a Multipurpose Banquet Hall in Transcorp Hilton Abuja.

10,000,000 Unsecured 7 years 16% per annum 9,767,095

9,785,000 Unsecured 5 years 15.5% per annum 9,785,000

The Group's borrowings are analysed below

Principal (N'000) Loan type Tenor (Original period of borrowing)

Other terms/ Security Interest rate Outstanding Principal / drawdown as at 31 December 2016

(Restructured) To finance the Company's investment in target sectors.

11,412,685 Amortizing Consolidated Term Loan

5 years inclusive of 12 months moratorium

Negative pledge on all assets

16% per annum 11,412,685

To finance the Company's investment in target sectors.

1,580,017 Term Loan Restructure 7 years inclusive of 12 months moratorium


16% per annum 1,580,017

To augment the Company's working capital requirements.

1,500,000 Revolving overdraft facility

365 days repayable on demand; available for 5 years


16% per annum 2,569,978

To provide working capital support to the Company business.

2,500,000 Revolving term loan 5 years with 180 days review cycle


16% per annum 2,175,000

To finance the staff share scheme. 60,310 Medium term loan 8 years and 6 months Negative pledge on all assets

16% per annum 31,520

Ughelli Power Plant acquisition 35,000,000 Acquisition finance 7 years Share charge, the Deed of Corporate guarantee, the assignment of contracts agreement and Trust Deed

Libor plus 8.5% 46,575,547

To finance the import of turbine equipment and guarantee payments. ($40M).

6,700,000 Import Finance Facility 3 years and 180 days where a letter credit has been raised

Domiciliation of operational proceeds and Corporate guarantee

16% per annum 3,960,461

To support payment of gas supply to power plant and other working capital

2,325,000 Revolving overdraft facility

5 years with 365 days review cycle

Domiciliation of operational proceeds and Corporate guarantee

16% per annum 2,325,000

To finance working capital requirement including purchase of raw materials and plant maintenance.

500,000 Medium term loan 4 years Corporate guarantee on Transnational Corporation of Nigeria Plc

18% per annum 500,000

79

Purpose Outstanding as at 31 December 2015

9,767,095

9,785,000

Purpose Outstanding Principal / drawdown as at 31 December 2015

Company: 3,133,506

Company: 11,673,513

Company: 785,328

Company: -

Company: 80,248

TPL: 37,554,680

TPL: 3,960,461

TPL:

requirements.

0

Teragro: 468,661


19� Financial Instruments and Fair Values� � � � � � �� Measurement Categories� � � � � � �

The following table shows the carrying values of financial assets and liabilities for each of these categories at 31 December 2016 and 2015.

Group31 December 2016

N'000 N'000 N'000 N'000

Financial Assets

Loans and receivables

Available for sale

Total carrying amount Fair value

Trade and other receivables 53,582,610 - 53,582,610 53,582,610

Equity securities - 2,207,943 2,207,943 2,207,943

Cash and cash equivalents 2,361,320 - 2,361,320 2,361,320

55,943,930 2,207,943 58,151,873 58,151,873

31 December 2016N'000 N'000

Financial Liabilities Fair value

Trade payables and other liabilities 31,418,524 31,418,524

Advance deposits 1,875,000 1,875,000

Borrowings 98,544,263 98,544,263

131,837,787 131,837,787

Group 31 December 2015N'000 N'000 N'000 N'000

Financial AssetsLoans and

receivablesAvailable for

saleTotal carrying

amount Fair value



Fixed income investment 358,887 - 358,887 358,887

Cash and cash equivalents 14,419,520 - 14,419,520 14,419,520

46,009,301 1,764,937 47,774,238 47,774,238

31 December 2015N'000 N'000

Financial Liabilities

Other financialliabilities at

amortised cost Fair value

Trade payables and other liabilities 17,416,913 17,416,913


Borrowings 77,208,492 77,208,492

96,500,405 96,500,405


amortised cost



Company31 December 2016

N'000 N'000 N'000 N'000



saleTotal carrying

amount Fair value



Cash and cash equivalents 5,026 - 5,026 5,026

21,304,543 2,207,943 23,512,486 23,512,486

31 December 2016N'000 N'000

Financial Liabilities


amortised cost Fair value

Trade payables 5,678,281 5,678,281


Borrowings 19,218,343 19,218,343

26,771,624 26,771,624

Company 31 December 2015N'000 N'000 N'000 N'000



saleTotal carrying

amount Fair value



Fixed income investment 358,887 - 358,887 358,887

Cash and cash equivalents 10,686 - 10,686 10,686

20,455,364 1,764,937 22,220,301 22,220,301

31 December 2015N'000 N'000

Financial Liabilities Fair value

Trade payables 7,647,979 7,647,979


Borrowings 15,672,595 15,672,595

25,195,574 25,195,574


amortised cost



Fair values, including valuation methods and assumptions� � � � � � �The following table shows the financial assets on the balance sheet that are measured at fair value in a hierarchy that is based on significance of the inputs used in making the measurements. � � � � � � �Ÿ Level 1 - Quoted prices (unadjusted) in active markets for identical assets.Ÿ Level 2 - Inputs other than quoted prices included within level 1 that are observable for the asset, either

directly (that is, as prices) or indirectly (that is, derived from prices).Ÿ Level 3 - Inputs for the asset that are not based on observable market data (that is, unobservable

inputs).� � �

There were no transfer of financial assets between fair value levels of hierarchy. � � � � � � � � � � �

Fair value Hierarchy 31 December 2016

31 December 2015

Group and company N'000 N'000

AssetsEquity securities at fair value through OCI Level 1 2,207,943 1,764,937

The table below shows other financial instruments not measured at fair value but which the fair valueshave been disclosed:

Group 31 December 2016

31 December 2015

Assets N'000 N'000Loans and receivablesTrade and other receivables Level 3 53,582,610 31,230,894Fixed income investment Level 2 - 358,887Total assets 53,582,610 31,589,781

LiabilitiesOther financial liabilities at amortised cost N'000 N'000

Trade payables and other liabilities Level 3 31,418,524 17,416,913

Advance deposits Level 3 1,875,000 1,875,000

Borrowings Level 2 98,544,263 77,208,492

Total liabilities 131,837,787 96,500,405

CompanyAssetsLoans and receivablesTrade and other receivables Level 3 21,299,517 21,299,517Fixed income investment Level 2 - 358,887Total assets 21,299,517 21,658,404

LiabilitiesOther financial liabilities at amortised costTrade payables and other liabilities Level 3 5,678,281 7,647,979

Advance deposits Level 3 1,875,000 1,875,000

Borrowings Level 2 19,218,343 15,672,595

Total liabilities 26,771,624 25,195,574

31 December 2016

31 December 2015

N'000 N'000

31 December 2016

31 December 2015

N'000 N'000



20 Advance depositsGroup & company

31 December 2016

31 December 2015

N'000 N'000Sacoil / EER farm-in fees 1,875,000 1,875,000

Advance deposits of N1.875 billion (2015: N1.875 billion) relates to an advance payment of $12.5million received from EER/Sacoil as farm-in fees for Oil Prospecting License 281 (OPL 281).

The Production Sharing Contract (PSC) with NNPC was signed on 2 May 2014. The farm-in process has not been completed. In 2015, Sacoil indicated its intention to discontinue its interest in the OPL 281 and has served the Company with a notice to refund its farm-in fees with accrued interest totalling $19 million. The Company is currently contesting this refund request in court and there is a counter claim in this respect.

As at the date of the approval of these financial statements, the directors, based on representation from their legal advisers expects that there is no likelihood of unfavourable outcome in the suit.

21 Revenue

Group CompanyThe group derives the following types of revenue:

31 December 2016

31 December 2015

31 December 2016

31 December 2015

N'000 N'000 N'000 N'000

Rooms 9,632,146 9,060,025 - -

Food and beverage 4,528,631 3,560,761 - -

Shop rental 299,653 644,952 - -

Service charge 160,049 152,416 - -

Other operating revenue 720,533 561,171 - -

Juice concentrate 15,791 126,709 - -

Dividend income - - 2,537,628 3,241,943

Capacity charge 15,453,485 12,176,485 - -

Energy sent out 28,445,957 14,331,933 - -

Ancillary services 168,374 139,054 - -59,424,619 40,753,506 2,537,628 3,241,943

All recognised revenue were generated in Nigeria.

22 Cost of Sales Group

31 December 2016

31 December 2015

N'000 N'000Rooms 700,588 1,126,676

Staff costs (Note 26) 2,132,261 1,964,941

Food and beverage 1,687,947 959,141

Natural gas and fuel costs 20,447,826 7,937,004

Direct materials 14,538 98,729

Other direct expenses 840,481 657,018

Repairs and maintenance 1,137,886 1,628,855

Depreciation 2,079,059 1,853,358

Insurance 186,780 169,850

Other operating departments 31,446 27,54329,258,812 16,423,115



23 Other Income

Group Company

31 December 2016

31 December 2015

31 December 2016

31 December 2015

N'000 N'000 N'000 N'000

Dividend income on equity securities 289,008 150,483 289,008 150,483

Management fees from subsidiaries - - 700,000 353,513

Profit on disposal of equity investment 48,800 - 48,800 -

Profit on fixed asset disposal 3,600 16,595 - -

Recovery of investment in Nitel 8,338 164,808 8,338 164,808

Income from tenants - 100,373 - -

Write back of provision - 44,964 - -

Other income 126,213 27,237 12,273 21,840

475,959 504,460 1,058,419 690,644

24 Other Gains/(losses)-net Group Company

31 December 2016

31 December 2015

31 December 2016

31 December 2015

Included in Profit or LossN'000 N'000 N'000 N'000

Fair value loss on investment properties - (38,164) - -

Fair value gain on investment properties 171,535 106,600 - 106,600

Loss on sale of investment - (185,948) - -

Foreign exchange gain/(loss) 279,826 (69,304) 557 (153,240)

451,361 (186,816) 557 (46,640)

Included in Other Comprehensive Income

Fair value gain/(loss) on equity securities 547,479 (587,547) 547,479 (475,867)

A significant portion (98%) of the Group's equity portfolio is its investment in United Bank of Africa Plc (UBA) shares. The market price of the equity security increased by 33% from N3.83 per share in December 2015 to N4.5 per share in December 2016. The fair value of all equity securities is based on their current bid prices in an active market.

The changes in the market price of the UBA share resulted in a fair value gain of N547.48 million (2015 fair value loss: N475.87 million) (Group: N587.5 million). Measures put in place by management to mitigate against its price risk has been disclosed in Note 3.1(ii).� � � � � � � � � � � �



25 Administrative and General ExpensesGroup Company

31 December 2016

31 December 2015

31 December 2016

N'000 N'000 N'000

Staff costs (Note 26) 1,774,600 1,876,474 231,219

Depreciation 1,072,273 1,103,774 13,804

Amortisation (Note 7) 24,673 13,398 283

Auditors' remuneration 117,350 120,556 40,250

Management and incentive fees 935,456 918,507 -

Professional fees 688,828 638,107 525,475

Director's remuneration (Note 26) 536,551 544,688 216,522

Rent and rates 71,629 149,314 30,000

Loss on asset disposal 307 173 307

Repairs and maintenance 611,815 727,843 3,871

Advertising 1,033 24,517 973

Group service benefits 297,095 272,869 -

Insurance 179,061 185,325 9,399

Eletricity and diesel cost 1,129,360 907,429 9,907

Travel and accommodation 186,188 407,804 46,252

Licenses and fees 58,499 55,884 58,474

Marketing and promotion 29,000 20,510 -

Bank charges 288,881 181,445 3,578

Write off of fixed income investment 340,368 377,064 340,368

Impairment of Teragro loans - - 690,634

Provision for bad debts - hospitality 285,263 344,505 -

Donations 984 11,755 300

Corporate social responsibilty cost 300 23,035 -

Other operating expenses 1,747,594 708,641 109,527

10,377,108 9,613,617 2,331,143

Other operating expenses include costs incurred on security services, subscription and fees and lease rentals.��

� � � � � � � �

In 2016, PwC carried out non-audit services totalling N2 million (2015: N10.27 million) for Transcorp group. These non-audit services were carried out with the consent of the audit engagement partners and these services pose no threat to PwC's Independence and objectivity. The amount is included in professional fees.� � � � � � � � � � � � � �

� � � � � � �

31 December 2015

N'000

299,368

19,783

907

35,000

-

332,851

221,845

45,926

173

4,374

5,515

-

10,886

7,557

82,582

55,527

500

29,942

377,064

-

-

1,000

-

188,504

1,719,304



26� Particulars of Directors and Staff� � � � � � �

� � � � � � � �

(a) The average number of persons, (excluding directors), employed by the Group and Company during the year was as follows:

Group Company

31 December 2016

31 December 2015

31 December 2016

31 December 2015

Number Number Number NumberManagerial 63 53 10 11

Senior staff 244 166 6 6

Others 1,719 1,930 5 8

2,026 2,149 21 25

(b) The table below shows the number of employees (excluding directors), who earned over N240,000 as emoluments in the year and were within the bands stated.

Group Company

31 December 2016

31 December 2015

31 December 2016

31 December 2015

Number Number Number Number

894 911 - -

671 708 3 4

188 181 3 -

193 182 3 5

80 167 12 162,026 2,149 21 25

( c) Staff costs for the above persons (excluding Directors)

Group Company

31 December 2016

31 December 2015

31 December 2016

31 December 2015

N'000 N'000 N'000 N'000

Salaries and wages 3,698,025 3,641,488 217,422 283,482

Defined contribution cost 208,836 199,927 13,797 15,886

3,906,861 3,841,415 231,219 299,368

Group Company

31 December 2016

31 December 2015

31 December 2016

31 December 2015

N'000 N'000 N'000 N'000

Analysis of staff costs:Cost of sales 2,132,261 1,964,941 - -

Administrative and general expenses 1,774,600 1,876,474 231,219 299,368

3,906,861 3,841,415 231,219 299,368

(d)

N240,001 - N500,000

N500,001 - N1,000,000

N1,000,001 - N2,000,000

N2,000,001 - N4,000,000

Above N4,000,000



Group Company

31 December 2016

31 December 2015

31 December 2016

31 December 2015

N'000 N'000 N'000 N'000

(e) Emoluments of DirectorsThe remuneration paid to the Directors of the Company was:

Salaries 232,472 240,095 100,210 94,923

Fees 137,370 119,441 8,800 10,350

Defined contribution 22,723 6,328 3,976 3,976

Benefits in kind 143,986 178,824 103,536 112,596

536,551 544,688 216,522 221,845

Amount paid to the highest paid director 100,210 94,923 100,210 94,923

Chairman's emoluments

Fees 1,400 1,400 1,400 1,400

Benefit in kind 40,738 42,373 40,738 42,373

42,138 43,773 42,138 43,773

The number of directors of the Group (including the highest paid Director) whose remuneration, excluding pension contributions in respect of services to the Company fell within the following ranges:

Group Company

31 December 2016

31 December 2015

31 December 2016

31 December 2015

Number Number Number Number Less than N10,000,000 6 9 - -

Over N10,000,000 19 19 8 8

25 28 8 8



27 Finance Costs and IncomeGroup Company

31 December 2016

31 December 2015

31 December 2016

31 December 2015

N'000 N'000 N'000 N'000Finance costs:

Interest expense on loans 8,303,471 6,818,984 3,131,737 2,396,053

Finance income:Interest on loan 277,688 815,816 1,426,351 1,266,556

Interest on bank deposits - 349,411 - -

Interest to unwind discounted receivable 85,328 - - -

363,016 1,165,227 1,426,351 1,266,556

Net finance costs 7,940,455 5,653,757 1,705,386 1,129,497

28 Net Foreign Exchange Losses

The exchange differences charged/credited to the income statement are included as follows:

Group Company

31 December 2016

31 December 2015

31 December 2016

N'000 N'000 N'000 N'000

Foreign exchange loss on borrowings 18,703,912 6,061,132 - -

The movement in foreign exchange differences is as result of the decline in the value of the Nigerian Naira against the US Dollars by N108.5/$1 from N196/$1 in December 2015 to N304.5 in December 2016.� � � � � � ��

29� Earnings per Share� � � � � � ��

Basic earnings/ (loss) per share is calculated by dividing the profit/ (loss) attributable to equity holders of the Company by the weighted average number of ordinary shares in issue during the year excluding ordinary shares purchased by the Company and held as treasury shares.


201631 December

201531 December

201631 December

2015N'000 N'000 N'000 N'000

(Loss)/profit attributable to shareholders (931,141) 391,419 (849,093) 559,667

Weighted average number of ordinary shares in issue 40,647,991 38,720,997 40,647,991 38,720,997

Basic (loss)/earnings per share (Kobo) (2.29) 0.96 (2.09) 1.38

Diluted (loss)/earnings per share (Kobo) (2.29) 0.96 (2.09) 1.38

31 December 2015



30 Share capital

a Authorised: Group Company31 December

201631 December

201531 December

201631 December

2015

45,000,000,000 ordinary shares of 50kobo each 22,500,000 22,500,000 22,500,000 22,500,000

Allotted, called up and fully paid: Group and Company

Number of shares (thousands) Ordinary shares Total

N'000 N'000At 1 January 2016 38,720,997 19,360,499 19,360,499

Bonus issue 1,926,994 963,497 963,497

At 31 December 2016 40,647,991 20,323,996 20,323,996

During the year, the Directors approved bonus shares of 1 ordinary share for every 20 shares held by shareholders whose names appear in the register of members as at 13 April 2016. In arriving at the weighted average number of ordinary shares, the ordinary shares in issue during the year have been adjusted for their bonus element (time weighted) while treasury shares were excluded.

b Share Premium Group and Company 2016 2015

N'000 N'000

At 1 January 7,213,368 7,213,368

Bonus issue (963,497) -

At 31 December 6,249,871 7,213,368

c Treasury Shares�

Treasury shares represent the Company's shares held by the Transcorp Staff Share Ownership Trust Company Limited (a subsidiary) as at 31 December 2016.

31 Non Controlling InterestTranscorp Hotels

Plc (THP)

Transcorp Power Limited

(TPL)Transcorp Hotels

Ikoyi Limited Group

N'000 N'000 N'000 N'000

At 1 January 2016 26,326,106 7,399,429 840 33,726,375

THP profit for the year 710,665 - - 710,665

TPL loss for the year - (906,522) - (906,522)

NCI share of dividend declared (502,521) - - (502,521)

At 31 December 2016 26,534,250 6,492,907 840 33,027,997



32 Cash Generated from Operating Activities

(Loss)/profit before tax Adjustment for:Depreciation of PP&E (Note 6)

Loss on disposal of PP&E

Loss on disposal of intangible asset

Amortization of intangible assets Fair value gain - investment property Fair value loss - investment propertyImpairment of fixed income investment

Other comprehensive income

Finance cost (Note 27)

Finance income (Note 27)

Foreign exchange loss

Changes in working capital:Increase in trade, other receivables and prepayment

Increase in inventoriesIncrease/(decrease) in trade and other payables

Net cash generated from/(used in) operations


201631 December

201531 December

201631 December

2015N'000 N'000 N'000 N'000

(5,928,348) 3,319,529 (439,925) 1,037,146

3,151,332 2,957,132 13,804 19,770

307 173 307 173

-821 - -

24,673 13,398 283 907 -(106,600) - (106,600)-38,164 - -

340,368 349,062 340,368 349,062

25,406 (111,680) 25,406 -

8,303,471 6,818,984 3,131,737 2,396,053

(363,016) (1,165,227) (1,426,351) (1,266,556)

18,703,912 6,061,132 - -

(23,210,167) (3,639,732) (1,230,371) (3,541,499)

(125,089) (2,915,232) - -

13,898,786 6,328,432 (1,969,698) 952,956

14,821,635 17,948,356 (1,554,440) (158,588)

In the statement of cash flows, proceeds from sale of property, plant and equipment comprise:

Group Company

31 December 2016

31 December 2015

31 December 2016

31 December 2015

N'000 N'000 N'000 N'000Net book amount 10,456 365,112 809 204

Loss on disposal of PP&E (307) (173) (307) (173)

Proceeds from sale of PP&E 10,149 364,939 502 31



33 Capital Commitments The Group has committed capital expenditure up to N15.28 billion (2015: N13.3 billion) for hotel expansion and upgrade (N7.58 billion),commitment to General Electric for the rehabilitation of Gas turbine (GT)15 (N5.1 billion) and Thomassen LLC for the rehabilitation of (GT)20 (N2.6 billion)

34 Contingent Liabilities

Apart from the case mentioned in note 20, there were no other material litigations in the ordinary course of business as at the balance sheet date. The directors are of the opinion that all known liabilities which are relevant in assessing the state of affairs of the Company have been taken into consideration in the preparation of these financial statements.

35 Subsequent Events

No subsequent event after the balance sheet date came to the notice of the directors, which would materially affect the position shown by the financial statements on the balance sheet date.

36� Related Parties� � � � � � �� a Related Entities� � � � � � ��

Heirs Holdings Limited� � � � � � �� Heirs Holdings Limited is a company controlled by the group's key management personnel. Transcorp entered into a technical services agreement with Heirs Holdings Limited for the latter's provision of corporate and financial advisory services, governance support, brand and communications services and business development support.

A technical services agreement was also entered into between Transcorp Power Limited and Heirs Holdings Limited.� � � � � � �� Tony Elumelu Foundation�� Tony Elumelu Foundation is a company controlled by the group's key management personnel. The Foundation carries out various Corporate Social Responsibility (CSR) activities on behalf of Transcorp Power Limited.� � � � � � �� Tenoil Petroleum and Energy Services�� Tenoil Petroleum and Energy Services is a company controlled by the group's key management personnel. Tenoil disposed part of its interest in Transcorp Power Limited (TPL) to Transcorp Plc. Consideration for the disposal was used to reduce amount receivable from the counter-party as at date of disposal. The outstanding receivable balance as at balance sheet date is deemed recoverable.� � � � � � �� Nembe Creek Oil Company Limited� � � � � � �� Nembe Creek Oil Company Limited is a company controlled by the group's key management personnel. � � � � � � �� Other Subsidiaries� � � � � � �The Company enter into a Technical and Management services agreement with Transcorp Hotels Plc and Transcorp Power Limited. As stipulated in the signed agreement, the Company earns management fee of higher of N350 million or 5% of profit before tax of Transcorp Hotels Plc and Transcorp Power Limited.

Other intercompany balances relates to payment made or received on behalf of the company's subsidiaries.��



� � � � � � � �b� Key Management Personnel �� Name� � � � Designation� �� Mr. Tony Elumelu, MFR � � Chairman Mr. Emmanuel N. Nnorom� President/CEO Olorogun O'tega Emerhor, OON� Director� Mr. Chibundu Edozie �� Director (Resigned 29 September 2016)� Dr. Stanley Inye Lawson � � Director� Mr. Kayode Fasola� � Director Alhaji Abdulquadir Jeli Bello� Director (Independent)

� c� Subsidiaries��

� Details of the subsidiaries have been disclosed in note 9c� � � � � � �� d� Related Party Transactions� � � � � � � � � � �

N'000 N'000 N'000ReceivableHeirs Holdings Limited Receivable 1,087,269 (657,438) 429,831

Nembe CreekOil Company Limited

Receivable 570,278 (2,692) 567,586

Tony Elumelu Foundation Receivable - 5,903 5,903

1,657,547 1,003,320 Payable

Tony Elumelu Foundation Corporate SocialResponsibility

22,035 (22,035) -

Heirs Holdings Limited Technical ServiceFees

22,035 33,284 55,319

Tenoil Petroleum andEnergy Services Limited

Payable - 7,683 7,683

Nembe Creek OilCompany Limited

Payable 2,543 (2,543) -

46,613 63,002

CompanyReceivableTranscorp Power Limited Subsidiary Receivable 6,636,201 2,218,159 8,854,360

Teragro CommoditiesLimited

Subsidiary Receivable 927,764 (542,824) 384,940

Transcorp Energy Limited Subsidiary Receivable 3,234,774 (3,234,774) -

Transcorp Staff ShareOwnership TrustCompany Limited

Subsidiary Receivable 617,260 9,577 626,837

Transcorp OPL 281 Limited Subsidiary Receivable 758,494 3,949,657 4,708,151 Transcorp Hotels CalabarLimited Receivable 15,849 648 16,497

Tenoil Petroleum andEnergy Services Limited

Receivable 638,358 (638,358) -

Nembe Creek OilCompany Limited

Receivable 567,086 - 567,086

Heirs Holdings Limited Receivable 388,889 - 388,889

13,784,675 15,546,760

Controlled by keymanagement personnel

GroupName of Party

Nature ofRelationship

Nature ofTransactions

Outstanding balance at 1

January 2016

Net value of Transactions in

2016


December 2016



Controlled by keymanagement personnel Controlled by keymanagement personnel

Controlled by keymanagement personnel Controlled by keymanagement personnel Controlled by keymanagement personnel





PayableName of Party

Nature ofRelationship

Nature ofTransactions


January 2016

Net value of Transactions in

2016


December 2016

Transcorp Refining CompanyLimited (Inactive)

Subsidiary Payable 1,000 - 1,000

Transcorp TelecommsLimited (Inactive)


Teragro Commodities Limited Subsidiary Payable 9,500 9,500

Transcorp Energy Limited Subsidiary Payable 9,900 - 9,900

Transcorp Trading and LogisticsLimited (Inactive)


Transcorp Properties Limited Subsidiary Payable 10,000 - 10,000

Transcorp Hotels Plc Subsidiary Payable 7,122,766 (1,727,096) 5,395,670

Transcorp OPL 281 Limited Subsidiary Payable 500 - 500

Tenoil Petroleum and EnergyServices Limited

Controlled by keymanagement

personnel

Payable - - 7,683

7,173,666 5,454,253

During the year, the Company made a provision of the amount receivable from Teragro Commodities Limited. The subsidiary ceased operation in 2016 and the outstanding balance is considered doubtful of recovery.

The Company has recognised provision of N690 million in the financial statement based on an expert valuation report of Teragro's assets as at year end.�� The other amount outstanding are unsecured and will be settled in cash.� � ��

There are no future commitments or obligations by or to any related parties.



Related Party Transactions (cont’d)

Other National Disclosures


Group Company

2016 2015 2016 2015

N'000 % N'000 % N'000 % N'000 %

Revenue 59,424,619 40,753,506 2,537,628 3,241,943

Other income 1,290,336 1,482,871 2,485,327 1,910,560

60,714,955 42,236,377 5,022,955 5,152,503

Bought in services

- Local 50,734,160 21,532,946 1,538,641 1,876,019

- Foreign - - - -

50,734,160 21,532,946 1,538,641 1,876,019

Value added 9,980,795 20,703,431 3,484,314 3,276,484

Distribution

Employees

Salaries and benefits 3,906,861 39% 3,988,939 19% 231,219 7% 299,369 9%

Provider of funds

Interest 8,303,471 84% 12,880,116 63% 3,131,737 89% 2,396,053 72%

Government

Taxation (4,801,350) -48% 1,287,972 6% 409,168 12% 477,479 15%

The Future

Depreciation 3,151,332 32% 1,102,394 5% 13,804 0% 19,783 1%

Retained profit (579,519) (6%) 1,444,010 7% (301,614) (9%) 83,800 3%

9,980,795 100% 20,703,431 100% 3,484,314 100% 3,276,484 100%

Statement of Value Addedfor the year ended 31 December 2016


The Group

2016 2015 2014 2013 2012Balance sheet N'000 N'000 N'000 N'000 N'000

Non-current asset 170,942,327 152,124,317 134,742,937 122,211,610 50,988,839Current asset 61,218,404 50,759,632 36,012,425 27,252,803 24,615,363Current liabilities (63,199,768) (40,621,781) (32,268,177) (15,737,084) (16,596,345)Non-current liabilities (82,512,366) (74,756,937) (48,732,334) (47,050,822) (17,572,910)

Net assets 86,448,597 87,505,231 89,754,851 86,676,507 41,434,947

Capital and reserves Share capital 20,323,996 19,360,499 19,360,499 19,360,499 12,906,999Share premium 6,249,871 7,213,368 7,213,368 7,213,368 27,071,664Treasury shares (345,819) (345,819) (137,790) (25,784) -Revenue reserves 27,207,214 28,138,355 30,070,219 31,678,187 -9,677,738Other reserves (14,662) (587,547) - - -Non-controlling interest 33,027,997 33,726,375 33,248,555 28,450,237 11,134,022

86,448,597 87,505,231 89,754,851 86,676,507 41,434,947

Comprehensive income Revenue 59,424,619 40,753,506 41,338,136 18,825,278 13,244,845(Loss)/profit before taxation (5,928,348) 3,319,529 7,731,598 9,032,151 3,948,215 Taxation 4,801,350 (1,287,972) (4,427,338) (2,074,249) (1,420,467)(Loss)/profit after taxation (1,126,998) 2,031,557 3,304,260 6,957,902 2,527,748 Other comprehensive income for the year 547,479 (587,547) - - 182,953 Total comprehensive income for the year (579,519) 1,444,010 3,304,260 6,957,902 2,710,701

Company

Balance sheet Non-current asset 36,541,782 36,112,824 34,277,534 36,266,862 27,917,466Current asset 21,371,921 20,506,655 19,964,436 12,812,629 10,729,254Current liabilities (18,736,921) (15,352,617) (11,311,771) (6,961,604) (10,909,276)Non-current liabilities (8,231,283) (10,045,155) (9,469,009) (9,198,952) (10,003,427)

Net assets 30,945,499 31,221,707 33,461,190 32,918,935 17,734,017

Capital and reserves Share capital 20,323,996 19,360,499 19,360,499 19,360,499 12,906,999Share premium 6,249,871 7,213,368 7,213,368 7,213,368 27,071,664Revenue reserves 4,274,614 5,123,707 6,887,323 6,345,068 (22,244,646)Other reserves 97,018 (475,867) - - -

30,945,499 31,221,707 33,461,190 32,918,935 17,734,017

Comprehensive income

Revenue 2,537,628 3,241,943 6,334,884 2,142,000 2,325,697(Loss)/profit before taxation (439,925) 1,037,146 3,287,079 3,186,963 2,874,600 Taxation (409,168) (477,479) (808,774) (365,951) (335,423)(Loss)/profit after taxation (849,093) 559,667 2,478,305 2,821,012 2,539,177 Other comprehensive income 547,479 (475,867) - - -Total comprehensive income for the year (301,614) 83,800 2,478,305 2,821,012 2,539,177

Five Year Financial Summary


Notice of Annual General Meeting

NOTICE IS HEREBY GIVEN that the Eleventh Annual General Meeting (“AGM”) of Transnational Corporation of Nigeria Plc (“the Company”) will hold on Wednesday, 29 March 2017 at the Ballroom, Oriental Hotel, 3 Lekki – Epe Express Way, Victoria Island, Lagos State, at 10.00 a.m. to transact the following businesses:

ORDINARY BUSINESS

1. To receive the Audited Financial Statements of the Company for the year ended 31 December 2016 and the Reports of the Directors, Auditors and Audit Committee thereon;

2. To re-elect retiring Directors;

3. To authorise the Directors to fix the remuneration of the Auditors;

4. To elect/re-elect members of the Statutory Audit Committee;

SPECIAL BUSINESS

5. To fix the remuneration of all the Directors for the year ending 31 December 2017 at N114,642,104.

PROXYA member entitled to attend and vote at the AGM is entitled to appoint a proxy to attend and vote in his/her stead. A proxy need not be a member of the Company. For the appointment to be valid, a completed and duly stamped proxy form must be deposited at the registered office of the Registrar, Africa Prudential Registrars Plc, 220B Ikorodu Road, Palmgrove, Lagos not less than 48 hours before the time fixed for the meeting. A blank proxy form is attached to the Annual Report.

stDated this 1 day of March 2017

BY ORDER OF THE BOARD

Helen Iwuchukwu Company SecretaryFRC No. FRC/2015/NBA/00000012716Transnational Corporation of Nigeria Plc 38 Glover Road Ikoyi, Lagos


NOTES

1. CLOSURE OF REGISTER The Register of Members of the Company will be closed from Monday March 6, 2017 to Friday March 10, 2017 both dates inclusive.,

2. AUDIT COMMITTEEIn accordance with Section 359(5) of the Companies and Allied Matters Act, Cap C20, LFN, 2004, any member may nominate a shareholder for election as a member of the Audit Committee by giving notice in writing of such nomination to the Company Secretary at least 21 days before the AGM. The Securities and Exchange Commission's Code of Corporate Governance for Public Companies provides that members of the Audit Committee should have basic financial literacy and should be able to read financial statements. We therefore request that nominations be accompanied by a copy of the nominee's curriculum vitae.

3. UNCLAIMED DIVIDEND WARRANTS AND SHARE CERTIFICATESShareholders are hereby informed that a number of share certificates and dividend warrants have been returned to the Registrars as unclaimed. Any shareholder affected by this notice is advised to contact the Company's Registrars, Africa Prudential Registrars Plc, 220B Ikorodu Road, Palmgrove, Lagos to lay claim.

4. BIOGRAPHICAL DETAILS OF DIRECTOR FOR RE-ELECTION The biographical details of the Director standing for re-election are provided in the Annual Report for 2016 and the Company's website at www.transcorpnigeria.com.

5. ANNUAL REPORT PUBLISHED ON THE WEBSITEAn electronic version of the Annual Report for 2016 is available on the Company's website at www.transcorpnigeria.com.

6. RIGHTS OF SHAREHOLDERS TO ASK QUESTIONSShareholders have a right to ask questions not only at the Meeting, but also in writing prior to the Meeting,

thand such written questions must be submitted to the Company on or before Monday, 13 March 2017.


Proxy Form

ELEVENTH ANNUAL GENERAL MEETING TO BE HELD AT 10.00 AM ON WEDNESDAY, 29 MARCH 2017 THE BALLROOM, ORIENTAL HOTEL, 3 LEKKI-EPE EXPRESSWAY, VICTORIA ISLAND, LAGOS STATE

Please admit the Shareholder named on this Card or his duly appointed proxy to the Annual General Meeting of the Company to be held on Wednesday, March 29, 2017 at the Ballroom, Oriental Hotel, 3 Lekki - Epe Express Way, Victoria Island, Lagos State at 10.00am.

Eleventh Annual General Meeting

I/WE ___________________________________being a member/members of TRANSNATIONAL CORPORATION OF NIGERIA PLC, hereby appoint:

___________________________________or failing him, he Chairman of the meeting as my/our proxy to act and vote for me/us and on my/our behalf at the Eleventh Annual General Meeting of the Company to be held on Wednesday, March 29, 2017 at the Ballroom, Oriental Hotel, 3 Lekki - Epe Express Way, Victoria Island, Lagos State at 10.00am and at any adjournment thereof.

A member (Shareholder) who is unable to attend an Annual General Meeting is allowed by law to vote by proxy. The above proxy form has been prepared to enable you exercise your right to vote, in case you cannot personally attend the meeting.

Please sign this proxy form and forward it, so as to reach the registered office of the Registrar, Africa Prudential Registrars Plc, 220B Ikorodu Road, Palmgrove, not later than 48 hours before the time fixed for the meeting. If executed by a Corporation, the Proxy Form must be under its common seal or under the hand of a duly authorized officer or attorney.

It is a requirement of the law under the Stamp Duties Act, Cap S8, Laws of the Federation of Nigeria, 2004 that any instrument of proxy to be used for the purpose of voting by any person entitled to vote at any meeting of shareholders must be stamped by the Commissioner for Stamp Duties.

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

RESOLUTIONS FOR AGAINST

This admission card must be produced by the Shareholder in order to gain entrance into the Annual General Meeting.

TRANSNATIONAL CORPORATION OF NIGERIA PLC

To receive the Audited Financial Statements for the year ended December 31 2016, together with the Report of the Directors, Auditors and Audit Committee thereon.

To re-elect a retiring Director, Olorogun O'tega Emerhor, OON

To re-elect a retiring Director, Alhaji Abdulqadir Jeli Bello

To authorize Directors to fix the remuneration of the Auditors.

To elect/re-elect members of the Audit Committee.

To fix the remuneration of Directors at N114,642,104 for Financial Year 2017.

1.

2.

3.

4.

5.

6.

Name of Shareholder

Address of Shareholder

Number of Shares Held

Signature

Please indicate with an “X” in the appropriate square how you wish your votes to be cast on the resolutions set out above. Unless otherwise instructed, the proxy will vote or abstain from voting at his discretion.

ABSTAIN


SHAREHOLDERS E-SERVICE APPLICATION FORM

Dear esteemed shareholder,

The E-shareholder data form below has been attached to this report for your use. Kindly fill in your details and return to the Registrar. This will enable us to have your current information in our database.

E-SERVICE/DATA UPDATE FORM

DECLARATION“I hereby declare that the information I have provided is true andcorrect and that I shall be held personally liable for any of my personal

KINDLY FILL AND RETURN FORM TO ANY OF OUR OFFICE ADDRESSES STATED BELOW | * = COMPULSORY FIELDS

8. *MOBILE (1)

9. *ADDRESS

10. OLD ADDRESS (if any)

13. *NEXT OF KIN

1. *SURNAME/COMPANY NAME

2. *FIRST NAME 3. OTHER NAME

4. *GENDER M F 5. E-MAIL

6. ALTERNATE E-MAIL

(2)

NAME MOBILE

11. *NATIONALITY 12. *OCCUPATION

14. *MOTHER’S MAIDEN NAME

15. BANK NAME 16. A/C NO.

7. *DATE OF BIRTH

17. A/C NAME 18. A/C OPENING DATE

D D M M Y Y YY

DD M M Y YY Y

SIGNATURE SIGNATUREfor joint/corporate accounts only

19. BANK VERIFICATION NO. (BVN)

20. CSCS CLEARING HOUSE NO. (CHN) C

20. NAME OF STOCKBROKING FIRM

HEAD OFFICE: 220B, Ikorodu Road, Palmgrove, Lagos. Tel: 07080606400ABUJA: Infinity House (2nd Floor), 11 Kaura Namoda Street, Off Faskari Crescent, Area 3, Garki, Abuja. Tel: 09-2900873

PORT-HARCOURT: Plot 137, Olu-Obasanjo Road (2nd Floor). Tel: 084-303457E-MAIL: [email protected] | WEBSITE: www.africaprudentialregistrars.com

facebook.com/africaprudentialregistrarsplc twitter.com/APRPLC aprplc

1. AFRICA PRUDENTIAL REGISTRARS PLC

2. ABBEY MORTGAGE BANK PLC

3. AFRILAND PROPERTIES PLC

4. ALUMACO PLC

5. A & G INSURANCE PLC

6. A.R.M LIFE PLC

7. ADAMAWA STATE GOVERNMENT BOND

8. BECO PETROLEUM PRODUCTS PLC

9. BUA GROUP

10. BENUE STATE GOVERNMENT BOND

11. CAP PLC

12. CAPPA AND D'ALBERTO PLC

13. CEMENT COY. OF NORTHERN NIG. PLC

14. CSCS PLC

15. CHAMPION BREWERIES PLC

16. CWG PLC

17. CORDROS MONEY MARKET FUND

18. EBONYI STATE GOVERNMENT BOND

19. GOLDEN CAPITAL PLC

20. INFINITY TRUST MORTGAGE BANK PLC

21. INTERNATIONAL BREWERIES PLC

22. INVESTMENT & ALLIED ASSURANCE PLC

23. JAIZ BANK PLC

24. KADUNA STATE GOVERNMENT BOND

52 . LAGOS BUILDING INVESTMENT CO. PLC

62 . MED-VIEW AIRLINE PLC

27. MIXTA REAL ESTATE PLC (formerly ARM Properties Plc)

28. NEXANS KABLEMETAL NIG. PLC

29. OMOLUABI MORTGAGE BANK PLC

30. PERSONAL TRUST & SAVINGS LTD

31. P.S MANDRIDES PLC

32. PORTLAND PAINTS & PRODUCTS NIG. PLC

33. PREMIER BREWERIES PLC

34. RESORT SAVINGS & LOANS PLC

35. ROADS NIGERIA PLC

36. SCOA NIGERIA PLC

73 . TRANSCORP HOTELS PLC

83 . TRANSCORP PLC

39. TOWER BOND

40. THE LA CASERA CORPORATE BOND

41. UACN PLC

42. UBA BALANCED FUND

43. UBA BOND FUND

44. UBA EQUITY FUND

45. UBA MONEY MARKET FUND

46. UNITED BANK FOR AFRICA PLC

47. UNITED CAPITAL PLC

48. UNIC INSURANCE PLC

49. UAC PROPERTY DEVELOPMENT COMPANY PLC

50. UTC NIGERIA PLC

51. WEST AFRICAN GLASS IND PLC

CLIENTELE A/C No.

www.transcorpnigeria.com

transnational corporation of nigeria plc....06 2016 annual report the managing director/chief...

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