1

Oando PLCPresentation to Shareholders

Recapitalisation InitiativesOctober, 2012

www.oandoplc.com

2

• Oando PLC Overview

• Year in view

• Corporate Actions

• Impact of Corporate Actions

Contents

3

Asset Overview

Exploration &Production

EnergyServices

Gas &Power

Supply &Trading

Marketing

Des

crip

tion

Key

A

sset

sM

arke

t P

osi

tion

• Largest swamp drilling fleet in Nigeria

• Rapidly expanding business line

• Primary assets are located in Nigeria

• 4 swamp rigs: 3 Working Assets and 1 under refurbishment.

• Drill bits and engineering services

• Total fluids management.

• 94.6% ownership of OER• Producing assets: OML

125 & OML 56.• Development & appraisal:

OML 134, OML 90, OML 13 & OPL 236.

• Exploration: OPL 278, OPL 282, OPL 321, OPL 323, OML122, JDZ, Block 26 & Rubai Licences

#1A leading indigenous player

• First private sector company to enter gas distribution in Nigeria

• Consists of: • GNL• APL• EHGC• CHGC

• 100 km gas distribution pipeline in Lagos.

• 128 km gas pipeline in the East of Nigeria spanning Akwa Ibom and Cross River states.

• Akute captive Power Plant• Riv Gas.• Central Processing

Facility

#1

• Nigeria’s leading retailer of refined petroleum products with 13% market share.

• Large distribution footprint with access to over 1,500 trucks and 150m litres storage capacity.

• 500+ retail outlets in Nigeria, Ghana and Togo

• 8 terminals (159.5ML)• 3 Aviation fuel depots• 2 lube blending plants

(55m litres / annum) • 7 LPG filling plants

• Trading desks and operations in Nigeria and Bermuda.

• Trading consultants in the UK and Singapore.

• Largest indigenous supply and trading player in the sub-Saharan region.

• 12% market share in PMS importation.

#1 #1

Oando is the leading indigenous oil and gas player in Nigeria

Upstream Division Midstream Division Downstream Division

4

www.oandoplc.com

Year in View

5

Oando Energy Resources (OER) OER commenced trading on the Toronto Stock Exchange on 30th July, 2012.

The Company has an ownership interest as follows:

Oando: 94.6%

Public: 5.4%

Its portfolio consists of 9 assets in the Gulf of Guinea which are at varying

stages of upstream operations – exploration, development and production.

*Information is as at 3rd October, 2012.

Evolution of OER

2003 2004 2005 2006 2007 2008 2009 2010 2011 2012

marginal

Awarded a 45% interest in the Obodeti& Obodugwa marginal fields (OML 56)

Awarded a 4% interest in OPL 282.

236 Awarded a 95% interest in OPL 236 and operator status.

Acquired a 30% interest in the Akepo marginal field (OML 90)

Acquired 78% of Equator Exploration Ltd. (EEL)

& 12 in Sao Tome

EEL awarded 100% of Blocks 5 & 12 in Sao Tome EEZ

Oando Energy Resources lists on TSX

Acquired a 15% stake in OML 125 & OML 134.

Acquired a 40% interest in the Qua Ibo marginal field (OML 13)

Awarded a 60% interest in OPL 278 and operator status.

6

www.oandoplc.com

Corporate Actions

7

Will result in a more robust balance sheet management and provide a basis for sustainablegrowth.

This will see Oando consolidate its #1 market position in thedownstream segment by partnering with a global marketleader.

Through a Rights Issue to raise at least N35Bn in equity to shore up the equity capital base and optimise the balance sheet for future growth.

By an institutional investor to recapitalise its balance sheet and provide a basis for sustainable growth in the rigs business.

Corporate Actions

Pipeline

Downstream Business Combination

Capital Raising

Equity Investment into OES

8

Corporate Action (OMP)

Oando Plc

100%

OSTOMP

Oando Downstream

Major Downstream

Business

Oando Downstream

New JV Company

New Joint Venture

Oando Downstream

Major Downstream

Business

BEFORE AFTER

50% 50%

JV S

truc

ture

Transaction Highlights

Oando’s Downstream operations combined with a major downstream business resulting in:

Oando owning a percentage of an enlarged company with major trading partners.

Oando contributing shares in OMP in exchange for shares in the Joint Venture Company.

Debt owed by Oando to OMP will be assumed by Joint Venture Company.

9

Corporate Action (OES)

OES Current Balance Sheet

DebtEquity

0% 100%

Co

rpo

rate

Str

uctu

re OES New Balance Sheet

DebtEquity

Increase

BEFORE AFTER

Decrease

Equity Injection

Institutional Investor

Oando is in discussions to receive a new equity infusion for recapitalisation of the Energy

Services Business resulting in:

• Facilitation of growth aspirations.

• Improvement in Group’s debt and liquidity positions.

• Boost in the Group’s PAT and potential dividend yields.

Transaction Highlights

10

Capital Raising Initiative (PLC)

Oando plans to raise N35Bn through Rights Issue resulting in:

• Debt reduction.

• Improved liquidity position and liability management for the Group.

• Boost in the Group’s PAT and potential dividend yields.

Debt, N171BN

Equity, N95Bn

Bal

ance

She

etA

s at

29

June

201

2

Transaction Highlights

Debt, N171BN

Equity, N130BN

Bal

ance

She

et

Po

st C

apita

l Rai

se

*N50Bn Trade Finance excluded from Debt Profile

11

www.oandoplc.com

Impact of Corporate Actions

12

Projected Balance Sheet After Corporate Actions

Debt, N171BN

Equity, N95BN

Debt, N121BN

Equity, N130BN

The resultant Balance Sheet will have a Debt: Equity gearing ratio < 1 due to the following actions:

• Net Debt Reduction by up to N50Bn from Business Combinations• Equity Increase by up to N35Bn from capital raise

Bal

ance

She

etA

s at

29

June

201

2

Bal

ance

She

et

Po

st C

orp

ora

te A

ctio

ns

Transaction Highlights

*N50Bn Trade Finance excluded from Debt Profile

13

Recapitalisation of upstream companies’ balance sheets from near 100% leverage to appropriate equity levels;

Boost in profitability and liquidity by reducing group debt service burden;

Ring-fence group assets from the liabilities of certain key subsidiaries e.g. OER and OES;

Builds a platform for further growth from its dominant industry positions;

Operational synergies achievable from the downstream alliance; and

Opportunity to form an alliance with one of world’s largest commodity trading company;

Conclusion

Overall Significant Impact of our actions

14

www.oandoplc.com