CONSOLIDATED BALANCE SHEETAS AT 31 DECEMBER 2009

Group Group Bank Bank2009 2008 2009 2008

N'000 N'000 N'000 N'000AssetsCash and balances with central banks 54,707,470 219,603,069 32,512,146 209,928,721Treasury bills 30,447,834 51,599,267 29,896,915 51,143,306Due from other banks 39,182,601 188,624,756 35,298,039 186,354,159Loans and advances to customers 387,803,733 503,693,644 383,666,171 490,075,624Advances under finance lease 3,209,040 4,833,839 3,197,888 4,832,376Insurance receivables 340,860 223,437 - - Investment securities 132,988,205 104,906,107 108,252,341 80,545,839Investment in subsidiaries - - 29,589,451 33,068,771Deferred tax asset 133,422,861 102,098,798 132,384,720 101,606,826Other assets 40,616,768 37,885,550 46,607,454 36,529,451Investment property 12,156,324 11,865,798 4,367,745 4,300,000 Property and equipment 66,213,838 62,969,353 63,546,306 60,959,754Total assets 901,089,534 1,288,303,618 869,319,176 1,259,344,827

LiabilitiesCustomer deposits 556,781,495 1,088,881,437 545,915,514 1,090,506,806Due to other banks 278,330,695 81,133,911 277,144,003 79,144,343Liability on investment contracts 640,630 463,664 - - Liability on insurance contracts 1,208,092 1,033,847 - - Borrowed funds 25,830,000 85,504,350 25,830,000 77,920,850Current income tax 2,797,328 2,461,024 847,820 886,969Other liabilities 49,867,726 52,867,108 43,658,342 42,478,234Retirement benefit obligations 1,557,719 3,764,955 1,521,372 3,352,809CBN Convertible loan 100,000,000 - 100,000,000 -

1,017,013,685 1,316,110,296 994,917,051 1,294,290,011

EquityShare capital 11,110,685 11,110,685 11,110,685 11,110,685Share premium 176,748,589 176,748,589 176,748,589 176,748,589Retained earnings (319,074,081) (230,375,878) (327,837,959) (237,185,268)Other reserves 15,648,226 14,816,834 14,380,810 14,380,810Equity holders of parent (115,566,581) (27,699,770) (125,597,875) (34,945,184) Non-controlling interest (357,570) (106,908) - - Total equity (115,924,151) (27,806,678) (125,597,875) (34,945,184)

Total equity and liabilities 901,089,534 1,288,303,618 869,319,176 1,259,344,827

Acceptances and guarantees 107,715,379 171,929,386 102,241,028 170,812,831

Group Group Bank Bank12 months to 15 months to 12 months to 15 months to

December December December December 2009 2008 2009 2008

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

Gross earnings 196,407,964 118,298,500 190,838,871 106,038,572

Loss before taxation (116,147,211) (338,233,659) (117,865,654) Taxation 27,139,652 103,557,554 27,212,964 104,401,107 Loss after taxation (89,007,559) (234,676,105) (90,652,690) (241,323,641)Non-controlling interest 388,115 96,387 - - Loss attributable to the group (88,619,444) (234,579,718) (90,652,690) 104,401,107

Appropriated as follows:Transfer to statutory reserve - 29,557 - - Transfer to contingency reserve 102,430 176,733 - - Transfer to retained earnings reserve (88,721,874) (234,786,008) (90,652,690) (241,323,641)

(88,619,444) (234,579,718) (90,652,690) (241,323,641)

Earnings per share (basic) (N3.99) (N10.56) (N4.07) (N10.86)

Apostle Hayford I. Alile Mr John AbohChairman Managing Director

The balance sheets, profit and loss accounts, report of the independent auditor and specific disclosures are publishedin compliance with the requirements of S.27 of the Banks and Other Financial Institutions Act.The information disclosedhave been extracted from the full financial statements of the bank and the group and cannot be expected to provide asfull an understanding of the financial performance, financial position and financing and investing activities of the bankand the group as the full financial statements. Copies of the full financial statements can be obtained from theRegistrars of the Bank.

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Report on financial statements We have audited the accompanying consolidated financial statements of Oceanic Bank International Plc (“the Bank”) and its subsidiaries (together, “the Group”) which comprise the consolidated balance sheets as of 31 December 2009, consolidated profit and loss accounts and consolidated statements of cash flow for the year then ended and a summary of significant accounting policies and other explanatory notes. Directors’ responsibility for the financial statements The directors are responsible for the preparation and fair presentation of these consolidated financial statements in accordance with Nigerian Statements of Accounting Standards and with the requirements of the Companies and Allied Matters Act and the Banks and Other Financial Institutions Act. This responsi-bility includes: designing, implementing and maintaining internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances. Auditor’s responsibility Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We conducted our audit in accordance with International Standards on Auditing. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assess-ment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinion In our opinion, the consolidated financial statements give a true and fair view of the state of financial affairs of the Bank and Group as of 31 December 2009, and of their losses and cash flows for the period then ended in accordance with Nigerian Statements of Accounting Standards, the Companies and Allied Matters Act and the Banks and Other Financial Institutions Act. Emphasis of matter Without qualifying our opinion, we draw attention to the following matters. As described in note 43 in the financial statements the Bank and the Group incurred losses before tax amounting to N118 billion and N116 billion respectively for the year ended 31 December 2009 and had negative shareholders funds of N126 billion and N116 billion respectively as of that date. These conditions, along with other matters as set forth in note 43 indicate the existence of a material uncertainty which may cast significant doubt about the bank’s ability to continue as a going concern. However, as indicated in note 43 the bank has received financial support from the Central Bank of Nigeria and has also received a confirmation of continued financial support for a period of at least 12 months from the date of these finan-cial statements. Report on other legal and regulatory requirements The Companies and Allied Matters Act and the Banks and Other Financial Institutions Act require that in carrying out our audit we consider and report to you on the following matters. We confirm that:

i. we obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit;

ii. in our opinion proper books of account were kept by the Bank;

iii. the Bank’s balance sheet and profit and loss account are in agreement with the books of account;

iv. our examination of loans and advances was carried out in accordance with the Prudential Guidelines for licensed banks issued by the Central Bank of Nigeria;

v. related party transactions and balances are disclosed in Note 36 to the consolidated financial statements in accordance with the Central Bank of Nigeria Circular BSD/1/2004. Contraventions During the period, the bank contravened certain provisions of the Banks and Other Financial Institutions Act and the relevant circulars issued by the Central Bank of Nigeria. The details of these contraventions are disclosed in Note 42 to the consolidated financial statements. Chartered Accountants 11 June 2010Lagos

CONSOLIDATED PROFIT & LOSS ACCOUNT FOR PERIOD ENDED 31 DECEMBER 2009

(345,724,748)