c ost ain v al ues - nairametrics.com

2009 Annual Report and Financial Statements

01

Vision, Mission Statement and Values

COSTAIN VALUES

C

O

S

T

A

I

N

We are

ustomer focused

pen and honest

afe and environmentally aware

eam players

ccountable

mproving continuously

and so the

atural choice

VisionTo be the leader in the delivery of

sustainable engineering and construction solutions that meet

our customers' needs.

MissionSeen as an automatic choice for

projects requiring innovation, initiative, teamwork and

managerial skills.

ObjectivesTo develop a sustainable business

through growth, which delivers profitability to our shareholders,

value to our customers and a rewarding career for our staff.

StrategyTo have skilled teams committed to

a common management system using tools and guides to provide

a consistent approach to best practice and best value.

2009 Annual Report and Financial StatementsContents

PAGE

Company Profile.................................................................................................................................03

Directors, Officers and Professional Advisers......................................................................................05

The Board of Directors...................................................................................................................... .06

Results at a Glance.............................................................................................................................08

Notice of Annual General Meeting........................................................................................................09

Chairman's Statement.........................................................................................................................12

Managing Director/Chief Executive's Review........................................................................................15

Report of the Directors........................................................................................................................17

Statement of Directors' Responsibilities...............................................................................................24

Report of the Audit Committee............................................................................................................25

Report of the Independent Auditors.....................................................................................................26

Statement of Significant Accounting Policies.......................................................................................27

Profit and Loss Account......................................................................................................................30

Balance Sheet.....................................................................................................................................31

Statement of Cash Flows.....................................................................................................................32

Notes to the Financial Statements........................................................................................................33

Statement of Value Added...................................................................................................................43

Five-year Financial Summary..............................................................................................................44

Shareholder's Additional Information...................................................................................................45

E-Dividend/Money Return Form..........................................................................................................46

CSCS Account Notification.................................................................................................................47

E-Share Notifier Subscription Form.....................................................................................................48

Shareholder Online Access Registration Form.....................................................................................49

Proxy and Admission Form.................................................................................................................50

02


Costain (West Africa) Plc was incorporated as a private company on 16th July, 1948 to take over various works then being undertaken in Nigeria by the building department of John Holt and Company (Liverpool) Limited.

The Company has for over 60 years competently executed a wide range of substantial building and civil engineering projects throughout Nigeria for the Federal and State Government, public and private organizations. The Company also manufactures furniture for general sale and joinery to support its contracts.

The Company's activities since the 1970's are noted below to illustrate how much the Company has been involved in developing business and infra-structural aspects in Nigeria. However, the contracts mentioned do not represent a complete list as the list does not include what we refer to as “Small Works” that have been carried out during this time.

Between 1970 and 1980, Costain (West Africa) Plc undertook numerous major contracts such as Gusau Water Supply Scheme, Guinness Brewery, Benin, a road from Calabar to the Cameroon Border, Bata Shoe Factory, Lagos, Australian High Commission, Lagos, British High Commission, Lagos, WAPCO Offices, Sagamu, Extensions to Sokoto Water Supply, Mainchi-Daki Takwas Road, Bida Water Supply Extension, Match Factory, Port-Harcourt, Ashaka Cement Works, NECOM House, Lagos, Iwopin Paper Mill and many other projects.

Other major contracts carried out during the early 80's were the Secretariat Building, Port-Harcourt, Maiduguri Hospital, Maiduguri Flour Mills, Effluent Line, Iwopin Township, and Offices and Industrial Buildings for PZ Industries. However, by the mid-1980 the decline in contracts became very evident and it was only the Oyo Water Supply contract that kept the Company reasonably busy. Contracts completed in the late 1980's were Kwara State House, Lagos, Government House, Uyo and the CMB Building, Port-Harcourt.

During the 90's there was a marked decline in construction work available in the country. However, a number of notable contracts were carried out. These included the Chevron Housing Estate, Lagos, Shell Trustees Housing Estate, Abuja, First Bank Training Centre, Lagos, Shell Offices, Warri, Edo State House, Lagos, Government Lodge, Uyo, Extensions to the Mobil Depot, Eket, Renovation of NECOM House, Lagos, Warri Stadium, several office buildings in Abuja, Government buildings in Asaba, and various other works.

In recent time, the Company has been awarded and completed projects such as the APM Concession Phase 1, Apapa, Lagos, Tanburawa Water Treatment Plant, Kano, Shell Housing Estates, Abuja & Port-Harcourt, and the Township Stadium Phase 2, Warri. The on-going projects include the Nigeria branch expansion of the Watch Tower Society of Jehovah Witnesses, Igieduma, Edo State, Media Trust Head Office building, Abuja and the Rehabilitation of Railway Track Network Western line.

Market share

As a publicly quoted company, Costain (West Africa)Plc has developed and deployed the most innovative business solutions and cutting edge technologies to sustain its Market Share of about 5%. The construction industry is presently facing a new challenge that makes it requisite for companies operating in the Industry to be more dynamic in their strategies and more adaptable in planning. Construction must be in line with architecture, customer demands, environmental changes and modern designs.

Company Profile

03


To compete in the Nigerian market, a company needs to be agile and proffer highly flexible solutions. Costain (West Africa)Plc has been in the industry long enough to have in depth knowledge and is therefore regarded by many as a leader in civil engineering, construction, building of roads, bridges as well as in furniture and joinery.

Relative position in the Construction Industry Costain (West Africa) Plc is the oldest construction company in Nigeria. In early 2007, Shoreline Energy International (SEI), a major power solution company, made a successful bid to acquire the majority shareholding of Costain Group (UK) in its subsidiary, Costain (West Africa) Plc- (CWA). The acquisition is central to the Company's strategy of becoming the leading infrastructure solutions provider in Africa.

Since the acquisition, SEI has brought vigour, new ideas and much needed investment into Costain (West Africa) Plc which has now enabled the Company to restrategise. Costain (West Africa) Plc has now become one of the preferred contractor for most major contracts in Nigeria.

Future development plans

The Company is very active and its order book is increasing. The Company's future is promising with considerable growth potential to produce good returns to investors. The'Costain' name is well respected within and outside Nigeria and thus, in line with its Mission Statement, “to be seen as an automatic choice for projects” and with its rebranded logo, “on the right track”, the Company is determined to be the leader in the delivery of qualitative building and construction projects in Nigeria. The Company will continue to consistently improve and expand itself as it forges ahead in its quest to deliver the very best in the Nigerian building and construction sector and beyond to literally “help build a better future”.

Company Profile

04

2009 Annual Report and Financial StatementsDirectors, Officers and Professional Advisers

ChairmanMr. Orikolade Karim

Deputy Chairman

Mr. Phillip Wharton (British)

Managing Director /Chief Executive

Mr. Ayodeji Karim

DirectorsMr. Babatunde Mabifa Resigned with effect from 14th December 2009Mr. Godfrey Mitchell (British)Mr. Harm Ploeger (Dutch) Appointed with effect from 1st December 2009Dr. Oladimeji Bada Appointed with effect from 7th January 2010

COMPANYSECRETARY: Mrs. Lara Coker

REGISTERED 174, Funso Williams Avenue (Formerly Western Avenue)OFFICE: Ebute-Metta, Lagos Phone No: 01-7748540 Tel/Fax: 01-5876204, 01-5801870-4 E-mail: [email protected]

REGISTRARS First Registrars Nigeria Limited& TRANSFER Plot 2, Abebe Village RoadOFFICE Iganmu, Lagos Phone No: 7743309, 5851418, 5456142 and 2701078-9 Fax: 5850552, 2701071-2 E-mail: [email protected]

INDEPENDENT Akintola Williams DeloitteAUDITORS: (Chartered Accountants) 235, Ikorodu Road, Ilupeju, Lagos

BANKERS: Ecobank Nig. Plc First Bank of Nigeria Plc Zenith Bank Plc

05


Kola Karim is the current Chairman of Costain (West Africa) Plc.

Mr. Karim is the Group Managing Director/CEO, Shoreline Energy International Ltd (a leading energy and infrastructure company focused on Africa). His current portfolio consists of businesses in the construction, commodity trading, agro-allied products, oil and gas, engineering and power sectors. In addition to his role at Shoreline Energy International, Mr. Karim serves as a director in seven (7) companies including Schlumberger Testing & Production Services Nigeria Limited and as Chairman of Nigerian Ropes Plc.

Mr. Karim is a Young Global Leader 2008 Award winner and also a pioneer and active member of the Global Agenda Council on Emerging Multinationals.

His constant thirst for knowledge has led him to attend many courses both locally and internationally including management and leadership courses at the prestigious Harvard Business School and John F. Kennedy School of Government.

Mr. Karim is a member of the Institute of Directors, Nigeria (IoD), Lagos Polo Club, Ikoyi Club 1938 and Lagos Motor Boat Club.

Philip Wharton is the Deputy Chairman of Costain (West Africa) Plc. Philip received a construction degree from the Huddersfield University in 1971 and has successfully completed various in-house and external training programmes which include presentation skills, team leadership techniques, team management techniques, financial analysis, budgetary control skills and operational management techniques.

Philip started his career as a Quantity Surveyor with Kier Limited and Henry Boot Civil Engineering. He has since held many positions as Managing Director of Miller Patterson (subsidiary) SIG Plc and CDL Limited (subsidiary) SIG Plc. He was President/Chief Executive Officer of SIG Southwest / SIG Plc and Aggreko International Power Projects prior to joining Costain. He was until his appointment as Vice Chairman, the Managing Director of Costain (West Africa) PLC from January 2006 to December 2009.

Ayodeji Karim graduated from the University of Wales Institute, Swansea, U.K. with a degree in Applied Design and Engineering in June 1997. He started his career as the Production/Packaging Supervisor with Le Pain Croissant Limited from 1997 to 1998. In 1998, he rose to become Shift Manager where he served for four years. Mr. Karim also worked as a Team Leader at Charles Walden & Associates Company Limited with responsibilities in information technology networking, software and hardware installation and migration.

In 2001, he joined Fortis Construction as Executive Director where he designed, constructed and commissioned facility enhancements for projects to improve customer services, safety of personnel and equipment efficiency and later held the position of Chief Executive Officer. In this role, he implemented and developed a profit strategy aimed at achieving the organisation's profit generating objectives.

Ayodeji Karim was appointed Executive Director (Operations) of Costain (West Africa) Plc in February 2007 and is now the Managing Director/ Chief Executive Officer of the Company.

Harm Ploeger joined Costain(West Africa) Plc as the Director of Finance on the 1st of December 2009. Before Costain(West Africa), he had served in the international construction business both with Costain and Mushrif Contracting KSCC, in the functions of Executive

The Board of Directors

06


Director-Finance and Group Financial Controller respectively.

In his early career, Harm worked in the oil & gas services industry of Nigeria and he has extensive experience working in emerging economies, both on the West Coast and in the Far and Middle East. He also worked as an auditor for KPMG and as Director and International Management Consultant for a medium sized consulting company based in the Netherlands.

He holds an MBA degree in Finance from the Praeheb Institute in Arnhem, the Netherlands.

Godfrey Colin Mitchell was appointed Non-executive Director of Costain (West Africa) on 24th April 2008. Godfrey has a special Diploma in Land Use Control Economics and is a fellow of R.I.C.S. Godfrey's work experience in estate management spans Europe, Africa and the Middle East. Primary activities include development and investment work and also advisory services in estate management disciplines. Projects include high rise offices, retail hotels, leisure and residential schemes both in technical and financial aspects. Godfrey's core competencies include valuation, project management, development consultancy and marketing.

Dr. Ladi Bada has been working in the Nigerian oil and gas sector for the last 14 years with 10 of those years in directorial roles. He has attended oil and gas courses in Nigeria and abroad. He is presently a director in Linetrale Oil, one of the largest Nigerian oil and gas trading companies. He is also presently a consultant to Oriental Energy, a foremost indigenous Nigerian exploration and production company, where he has been involved in different aspects of their various acreage negotiation with multination oil companies and the Nigerian ministry of Petroleum Resources.

He has also lead investment teams on behalf of local and foreign oil and gas companies to negotiate energy transactions in Egypt, Sudan and Saudi Arabia. He has recently worked in Nigeria and Algeria to develop opportunities in the proposed Trans Saharan Gas Pipeline for clients.

The Board of Directors

07


2009 2008 N‘000 N’000

Turnover 6,274,115 3,814,900

(Loss)/Profit Before Taxation (574,787) 380,516

(Loss)/Profit After Taxation (615,124) 353,217

Retained Profit for the Year (615,124) 353,217

Share Capital 542,191 79,960

Shareholders Funds/(Deficit) 8,692,293 (932,380)

(Loss)/Earnings per share (kobo) (57) 221

Results for year ended 31st March, 2009

08

2009 Annual Report and Financial StatementsNotice of Annual General Meeting

09

NOTICE IS HEREBY GIVEN that the 61st ANNUAL GENERAL MEETING of Costain (West Africa) Plc will be held at the Federal Palace Hotel, Ahmadu Bello Way, Victoria Island, Lagos on Tuesday, 23rd February 2010 at 11a.m for the following purposes:

ORDINARY BUSINESS:1. To lay before the Meeting the audited Financial Statements for the year ended 31st

March 2009 together with the Reports of the Directors, Auditors and Audit Committee thereon

2. To elect/ re-elect Directors3. To authorise the Directors to fix the remuneration of the Auditors4. To elect/ re-elect members of the Audit Committee

SPECIAL BUSINESS:5. To approve the remuneration of the Directors6. To consider and if thought fit to pass the following resolutions, which will be proposed

as Special Resolutions:-“That the Articles of Association of the Company be and are hereby amended as follows:

a. By deleting Article 23, a & b;

23(a) “ Subject to such of the restrictions of these Articles as may be applicable, any member may transfer all or any of his shares by instrument in writing in any usual or common form or any other form which the Directors may approve”

23(b) “Every transfer of shares shall be accompanied by a declaration signed by the transferee in one or other of the following forms;

Form A “I/We hereby declare that I/We am/are not (a) Nigerian citizen(s) or association within the meaning of the Nigerian Enterprises Promotion Act.

Form B “I/We hereby declare that I/We /am/are “(a) Nigerian citizen(s) or association within the meaning of the Nigerian Enterprises Promotion Act and that I/We am/are not acquiring the shares the subject of this transfer as the nominee of any person(s) who is/are not (a) Nigerian citizen(s) or association(s) within the meaning of the Act and in consideration of this transfer being accepted by the Directors for registration undertake to advise the Directors forthwith upon my/our/any one of us or any person for whom I/We am/are a nominee in respect of the said shares ceasing to be (a) Nigerian citizen(s) or association(s).

And substituting for the said Article the following:

“All transfers of shares may be affected by transfer in writing in any usual or common form or in any other form approved by the Directors”

b. By deleting Article 24, 1, 2 & 3;

24(1) “The Directors may refuse to allot shares or to register any transfer of shares if such allotment or transfer would cause the number of shares held by Nigerian citizens or association to fall below 40 per cent of the total paid up share capital or such lower number of shares of the Company as shall have been allotted or transferred to Nigerian citizens or associations”

2009 Annual Report and Financial StatementsNotice of Annual General Meeting (Cont’d)

10

24(2) “ Where a member, having been entered in the register as a Nigerian citizen or association, ceases to be a Nigerian citizen or association whether by operation of law or for any other reason whatsoever and, by so ceasing, shall have caused the number of shares held by Nigerian citizens or association to fall below such percentage of the total paid up shares capital of the Company or such lower number of shares of the Company as is referred to in sub-clause (1) of this Article then and in such case if such member shall not have upon such change in his status transferred all the shares registered in his name to a Nigerian citizen or association, the Directors may by notice in writing acquire require such member to transfer the said shares to a Nigerian citizen or association. If such member shall refuse to fail to effect such transfer within two months of the service upon him of the said notice, then the Company may sell the shares at the market price then ruling and the Directors shall have been the power to appoint some person to execute the transfer on behalf of the member”

24(3)” In the event of any member having been entered in the Register as a Nigerian citizen or association as a result of a false declaration, the Directors may by notice in writing require such person to transfer the said shares to a Nigerian citizen or association and in the event of requirements within two months of the date of the notice, the Company may sell the shares at the market price then ruling and the Directors shall have the power to appoint some person to execute the transfer on behalf of the member”

And substituting for the said Article the following:

“Any member may transfer all or any of his shares by instrument in writing in any usual or common form or any other form, which the Directors may approve and no fee shall be payable in respect of the registration of any transfer or other document relating to or affecting the title to any share”

c. By deleting Article 25 of the Articles of Association;

“No fee shall be payable to the Company in respect of the registration of any transfer”

d. By amending Article 27(c);

“The instrument of transfer is accompanied by one or other of the declarations set out in Article 23(b) above duly signed by the transferee”

So that the new sub article will read as follows:

“The instrument of transfer shall be in the form as prescribed in Article 23 or in any other form as approved by the Directors”

e. “That the Articles of the Company be renumbered seriatim”

Notes

1. ProxiesA member of the Company entitled to attend and vote at the above meeting is entitled to appoint a proxy to attend and vote instead of him/her. A proxy need not be a member of the Company.


A proxy form is attached to the Annual Report and Financial Statements. If the proxy form is to be valid for the purposes of the meeting, it must be duly stamped by the Commissioner ofStamp Duties in accordance with the Stamp Duties Act (Cap S.8 Laws of the Federation of Nigeria 2004) and should be deposited at the Registrar's Office, First Registrars Nigeria Limited, Plot 2, Abebe Village Road, Iganmu, Lagos not less than 48 hours before the time for holding the meeting.

2. Closure of Register of Members and Transfer BookThe Register of Members and Transfer Books of the Company will be closed from Tuesday 9th February 2010 to Tuesday, 16th February 2010 (both dates inclusive) for the purpose of up-dating the Register of Members.

3. Audit CommitteeIn accordance with Section 359(5) of the Companies and Allied Matters Act, Cap. C20, Laws of the Federation of Nigeria, any shareholder may nominate another shareholder 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 Annual General Meeting.

DATED THIS 8th Day of January, 2010

BY ORDER OF THE BOARD

Lara Coker (Mrs.)Company Secretary174,Funso Williams AvenueEbute-Metta, lagos.

Notice of Annual General Meeting (Cont’d)

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Chairman's Statement

Distinguished Shareholders, Ladies and Gentlemen, I have the pleasure and honour of welcoming you to the 61st Annual General Meeting of our Company during which meeting, the Company's Annual Report and Financial Statements for the year ended 31st March, 2009 would be presented before you.

Before we proceed with the details of your Company's performance and achievements over the period under review, it is important to give an overview of the Economy and Business Environment, our Operations, Results, changes in the Board and the future of your Company.

The Economy and Business Environment

The bearish trend on the Nigerian Stock Exchange persists due to lack of interest by investors. The policies put in place by the Government and regulatory authorities to curb the free fall of share prices have not yielded much result, which has led to the disappointment of the stockholders.

The inadequate and poor state of public infrastructure is taking its toll on businesses which has invariably increased the cost of doing business in Nigeria. We are daily faced with the problems of poor road networks intertwined with different agencies on the road network demanding for the payment of one form of permit or the other thus leading to delays in delivery of materials and equipment. The Power sector has not witnessed the desired level of improvement and this has continued to pose a huge challenge to most sectors of the economy who are all dependant on publicly generated electricity supply.

The continued political unrest in the Niger Delta region with the recent incidences of kidnappings outside of that region has also impacted negatively on the economy. This is because highly skilled personnel are not willing to work in that part of the country without additional security provisions and payment of special “hardship” allowances for working in the region. It is expected that the recent amnesty deal between the Federal Government and the people campaigning for more resource control in that region will begin to bear fruits shortly.

Port reforms have not been a success story as envisaged. Poor implementation has resulted in congestion and delays in clearing of imported goods. We look forward to the efforts of the Government in tackling these problems.

The recent shaking in the Banking Industry has left a lot of companies on unsteady financial grounds as their source of funding has shriveled. Coupled with this fact is the commencement of the adoption of the common financial year end, which has necessitated the few banks that are willing to lend to defer lending until the New Year in a bid to boost their financials for the year end. The resultant effect is that companies are unable to do business as they are strangulated by a lack of cash with the resultant domino effect on the economy and the inability of companies to settle their just debts.

The recent shaking in the Banking Industry has left a lot of companies on unsteady financial grounds as their source of funding has shriveled.

12


Chairman's Statement (Cont’d)

In view of the present economic recession, lack of funds in the economy and the instability in the Banking industry, the Management of the Company and its advisers have decided to take the unprecedented step to make full provisions for some of the debts of the Company this year. This decision is also in line with the decisions taken by banks on the instruction of the Central Bank of Nigeria. It is important to note that this would not have any direct cash implication but will impugn on the balance sheet of the Company.

It is the belief of Management that some of the debt is not lost and still recoverable and the benefit of the write off is that we will be able to take advantage of the recovery of the debt in the future. Review of Operations

The year under review witnessed completion of some of the projects being undertaken by our Company. These completed projects include the APM Concession Phase 1, APM Lillypond Project, Warehouse Extension for Nestle Nigeria Plc at Agbara, Ogun State and the Construction of 16 Apartments at Lekki, Lagos and construction of a new brew house for Nigerian Breweries Plc. I am delighted to inform you that the Clients are pleased with the executed projects and we have been able to pick up new contracts based on our performance at Nestle Nigeria Plc and Nigerian Breweries Plc.

The Watari Water Treatment Plant in Kano State and the construction of new residential buildings for the Watchtower Society of Jehovah Witnesses in Edo State are on course and we have only just successfully secured a new contract from the Nigerian Railway Corporation for the Rehabilitation of the Railway Track Network Western Line: Contract No.2. Jebba-Kano (Km 488 to km 1126) that would greatly improve the fortunes of the Company.

Results

Distinguished Shareholders, there was an increase in our turnover from N3.81 Billion to N6.27 Billion representing an increase of 64.46%. The net assets also increased from N1.29 Billion to N3.46 Billion. Unfortunately, due to the decision of your Directors and its advisers to make provisions for what has been classified as doubtful debts, your Company is showing a loss of N615 Million after tax.

Following this positive trend in turnover, we are on course to achieving better results in the next year where we expect higher profitability on our current projects and possible recovery of some of the debts we have provided for in this year's account.

Changes in the Board

We had a major change in the Board of your Company during

We have only just successfully secured a new contract from the Nigerian Railway Corporation for the Rehabilitation of the Railway Track Network Western Line: Jebba-Kano that would greatly improve the fortunes of the Company.

13


Chairman's Statement (Cont’d)

the year under review. Alhaji Mohammed Koguna, the former Chairman resigned his appointment after our last Annual General Meeting. His retirement was as a result of attaining the age of 70 years and his wish to concentrate less on secular activities. Alhaji Koguna joined the Board 27 years ago. Until his retirement on 21st November, 2008, he made a significant contribution to the growth of the Company. The Board, The Management and the Shareholders, extend their deepest appreciation for his contributions to the Company.

I would like to seize this opportunity to introduce my humble self as the new Chairman of the Board with effect from 21st November, 2008. It is also important that I inform you that effective from 21st November, 2008, Mr. Philip Wharton was appointed to the position of Deputy Chairman in addition to his position as Managing Director/ Chief Executive Officer.

Our Goals

In active pursuance of our pledge when we raised capital in 2007, we have purchased new equipment for our Furniture and Joinery Division in addition to obtaining a 50 years lease of a new premise for the operations of the Furniture & Joinery division in Ibadan. We are also developing strategic businesses in sub sectors of the construction industry, which will inevitably transform the Company into a frontline construction company with multiple competences.

We are committed to driving the Company to be the leader in the delivery of sustainable engineering and construction solutions that meet clients' needs. We believe we have acquired the leverage to take full advantage of these emergent opportunities in Nigeria.

We have set ourselves on an irreversible course of growing the business of the Company to greater heights. Delivering sustainable business through growth, maximizing returns on our shareholders' investment and value to our clients remain our commitments.

Conclusion

In conclusion, I wish to express the appreciation of the Board and that of all Shareholders, to the Management and Staff of our Company for the results that were achieved this year. I also wish to acknowledge the contributions that my colleagues on the Board, both past and present have made towards the progress of our Company. Also worthy of mention is the tremendous cooperation received from our clients without whose support the results could not have been achieved. Most of all, I give glory to God for what the Company has been able to achieve so far and pray for its continuing success.

Thank you for your attention and God bless.

MR. ORIKOLADE KARIMChairman, Board of Directors8 January, 2010

14

2009 Annual Report and Financial StatementsManaging Director/Chief Executive's Review

Distinguished Ladies and Gentlemen,

I wish to welcome you to the 61st Annual General Meeting of your Company.

Following the continued recovery in performance last year, we have suffered a substantial setback this year as a consequence of the global economic recession and the Nigerian banking sector reform. Our ongoing strategy of developing our private sector business has also taken a substantial knock as funds from the banks have dried up, causing a number of these contracts to stop work and monies well overdue for payment became difficult to settle by clients and a substantial number are still outstanding.

RESULTSRevenue increased by 64% to N6,274,115,000 in the year under review compared to N3,814,900,000 in 2008. A loss from operations of N574,787,000 compared to a profit of N380,516,000 in 2008. Loss per share was 57 Kobo compared to earnings of 221 Kobo in 2008.

The global banking crisis including that in Nigeria has prompted your Board and its advisers to take a more conservative view on our overall debt and we felt it prudent to take full provision for potential debts and overdue accounts. We are aggressively pursuing these outstanding monies and any recovery of these debts will be brought back into future earnings.

OPERATIONAL REVIEWDuring the period, a number of developments we were working on closed down due to lack of funds from their sponsors. To date only one of these projects has recommenced with outstanding monies being paid. Redundancy and other costs associated with closing down these contracts contributed significantly to the losses we have incurred.

On the positive side, we have secured contracts to construct the new Nigerian Stock Exchange building in Port Harcourt, construction of a multi-storey block for Cityscape in Rainbow City - Port Harcourt, construction of Abakaliki Market in Ebonyi State, new Head Office for Media Trust in Abuja and an 8 storey residential block also in Abuja. We have also been awarded a contract for the Rehabilitation of the Railway Line between Jebba and Kano of approximately 650kms. As a result of the crises that engulfed the banking industry, and lack of funds to settle debts, we are focusing our efforts on securing more State and Federal Government projects to compensate for the shortage of private sector works. Although we continue to be involved in a number of major private funded schemes that are due to commence in 2010/2011.

LAND AND HOUSING DEVELOPMENTS

Construction has now started on our project in the Life Camp, Abuja and our first show house should be completed in early 2010 after which we will be marketing Phase 1 of the development. This development has, so far, been funded in-house.

RISK AND UNCERTAINTIES

The Board continuously assesses, monitors and puts in place strategies to mitigate the key risks of the business. Despite this, the extent of the recent global recession caused by the banking sector was not foreseen. This in turn, as previously stated, dramatically affected our profitability and our treatment of debts. We saw little impact on raw material prices on our operations and price volatility remained in the market despite the volume reductions. We do not envisage any change in this position despite Government statements particularly with

15

2009 Annual Report and Financial StatementsManaging Director/Chief Executive's Review (Cont’d)

regard to cement where there are no evidences in the market of any reduction in price. We will continue to monitor this closely and adjust our pricing strategies accordingly.

MANAGEMENT

On 31st March 2009, the Chief Executive Officer, Mr. Philip Wharton informed the Board of his decision to retire at the end of March 2010. Accordingly, on the 1st June 2009, I was appointed Managing Director/Chief Executive Officer with the responsibility of carrying out the day-to-day operations of the business. Mr. Wharton was appointed Executive Deputy Chairman for the remainder of his tenure with effect from 1st June 2009 to the 31st December 2009. However, Mr. Wharton has accepted a non-executive board position, as Deputy Chairman, for the rest of 2010 to enable your Board exploit his knowledge of the construction market and strategies for the future benefit of the Company.

On the 1st October 2009, the Finance Director, Mr. Tunde Mabifa, resigned his position. Mr. Harm Ploeger, a former Finance Director of Costain (West Africa) Plc, agreed to return to the Company with effect from 1st December 2009 as our new Finance Director.

On 8th January 2010, Dr. Oladimeji Bada was appointed to the Board of your Company as a non-executive Director. OUTLOOK

Due to the huge uncertainties in the market in general and the banks in particular, it is almost impossible to predict the economic climate for the next 12 months. We have secured a reasonable amount of business and with the Nigerian Railway contract awarded, we have a forward looking order book in excess of N25billion which is a record for the business over the last two decades.

Your Company's growth continues but not at the level envisaged back in 2007 when we went to the market to raise funds.

CONCLUSION

This year has been difficult due to the global economic and financial crises and the tremendous effect it has had on our clients' base. We do not see this situation easing until the second/third quarter of 2010.

In the longer term, the construction sector is still a huge market in Nigeria and Costain (West Africa) will continue to improve and prosper both with private clients and the States/Federal Governments.

Our new homes division will move forward in 2010 with at least two more developments to be commenced. Likewise our furniture and joinery business will start producing first-class products from our new base in Ibadan, Oyo State.

On a final note, I would like to immensely thank our former Chief Executive for his contributions to the business over the last four difficult years.

AYODEJI KARIMMANAGING DIRECTOR/CHIEF EXECUTIVE

16

2009 Annual Report and Financial StatementsDirectors' Report

for the year ended 31 March, 2009.

1. Result The loss of the Company for the year after N'000Taxation, transferred to General Reserve was (615,124)

2. Legal StatusThe Company was incorporated on 16th July, 1948 under the name Costain (West Africa) Limited and became a quoted Company on 13th March, 1974. Upon coming into effect of the Companies and Allied Matters Act 1990, it was changed to Costain (West Africa) Plc.

3. Principal ActivitiesThe principal activities of the Company remained the same as it operates as building and civil engineering contractors throughout the Federal Republic of Nigeria and also operates subsidiary Companies which, are into property development and furniture and joinery.

4. Board of DirectorsThe list of the current Directors of the Company is published in this Annual Report (see page 3). The full Board met 4 times in the course of the year under review.

After the last Annual General Meeting, there were some changes in the composition of the Board of Directors. Alhaji Mohammed Koguna who joined the Board 27 years ago resigned from the Board on 21st of November, 2008.

To fill the vacancy hereby created, we hereby present to you, Mr. Orikolade Karim who was appointed at the Board Meeting of 22nd of November, 2008 and Mr. Philip Wharton who was also appointed Deputy Chairman at the Board Meeting of 22nd November, 2008 for your ratification/ approval.

Also, Mr. Babatunde Mabifa resigned as the Director of Finance with effect from 14th December 2009, and in his place, Mr. Harm Ploeger was appointed with effect from 1st December 2009. Mr. Harm Ploeger is hereby presented for your ratification/approval.

Furthermore, after the last Annual General Meeting, Dr. Oladimeji Bada was appointed to the Board as a non-executive Director with effect from 8th January 2010. We hereby present Dr. Oladimeji Bada for your ratification/approval.

The Directors to retire by rotation and in accordance with the provisions of the Articles of Association of our Company are Messrs Godfrey Mitchell and Philip Wharton. Being eligible, they have offered themselves for re-election.

5. Record of Directors' AttendanceIn line with the provisions of Section 258(2) of the Companies and Allied Matters Act, Cap. C20, Laws of the Federation of Nigeria 2004, the record of Directors' attendance at Board

17


for the year ended 31 March, 2009 (cont’d)

Meetings during the year under review is available at this Annual General Meeting forinspection.

6. Directors' Interest in Shares

The interest of the Directors in the Issued Share Capital of the Company as recorded in the Register of Members and/ or notified by the Directors for the purpose of Section 275 of the Companies and Allied Matters Act, Cap. C20, Laws of the Federation of Nigeria, 2004 and disclosed in accordance with the Listing Rules of the Nigerian Stock Exchange are as follows:-

Number of Shares At 31 March At 31 March 2009 2008

Alhaji Mohammed Hassan Koguna 3,364,158 1,122,633(Alh.Koguna resigned w.e.f.21/11/08)Mr. Orikolade Karim - - Mr. Phil Wharton - -Mr. Ayodeji Karim - -Mr. Godfrey Mitchell - -Mr. Babatunde Mabifa (resigned w.e.f 14/12/09) - -Mr. Harm Ploeger (Appointed w.e.f 1/12/09) - -Dr. Oladimeji Bada(Appointed w.e.f 8/1/2010) - -

Mr. Orikolade Karim has an indirect holding in the Company through Shoreline Energy International Limited, a company in which he has a substantial interest.

7. Directors' Interest in ContractsNone of the Directors' notified the Company for the purposes of Section 227 of the Companies and Allied Matters Act Cap.C20 Laws of the Federation of Nigeria 2004 of any disclosable interest in contracts involving the Company.

8. Analysis of Shareholding

The Issued and fully paid-up Share Capital is N542,192,255 comprising 1,084,382,980 Ordinary Shares of 50 kobo each.

Numbers of shares At 31 March At 31 March 2009 % 2008 % '000 '000

Nigerians 570,084,634 52.57 78,281,402 48.95Shoreline Energy International Limited 514,298,346 47.43 81,638,598 51.05

18



List of Shareholders with 5% Holdings and AboveAccount No Name Holdings % 3678004 Shoreline Energy Int’l Ltd. 274,365,148 25.303734824 Shoreline Energy Int’l Ltd. 163,809,305 15.113735284 Shoreline Energy Int’l Ltd. 76,123,893 7.02

514,298,346 47.43 Range Analysis As At 31st March 2009

Range No. of Holders Holders Units Units Units Cum. Holders % Cumm. %1 - 1,000 28,505 50.93% 28,505 20,749,685 1.91% 20,749,6851,001 - 5,000 16,817 30.05% 45,322 50,080,747 4.62% 70,830,4325,001 - 10,000 6,200 11.08% 51,522 46,509,444 4.29% 117,339,87610,001 - 50,000 3,542 6.33% 55,064 77,198,933 7.12% 194,538,80950,001 - 100,000 454 0.81% 55,518 34,692,617 3.20% 229,231,426100,001 - 500,000 332 0.59% 55,850 70,028,419 6.46% 299,259,845500,001 - 1,000,000 42 0.08% 55,892 29,941,798 2.76% 329,201,6431,000,001 - 5,000,000 64 0.11% 55,956 125,915,873 11.61% 455,117,5165,000,001 - 10,000,000 4 0.01% 55,960 31,968,363 2.95% 487,085,87910,000,001 - 50,000,000 5 0.01% 55,965 82,998,755 7.65% 570,084,63450,000,001 - 100,000,000 1 0.00% 55,966 76,123,893 7.02% 646,208,527100,000,001 - 500,000,000 2 0.00% 55,968 438,174,453 40.41% 1,084,382,980Grand Total 55,968 100.00% 1,084,382,980 100.00%

9. DIVIDEND PAYMENT AND BONUS HISTORY

Dividend:PMT NO AMT YR END PAYABLE DATE 22 5K 1993 30/09/1994 23 15K 1994 19/06/1995 24 25K 1995 29/07/1996 25 20K 1996 14/07/1997

Bonus: YEAR BONUS RATE 1959 1977 1980 1 FOR 21983 1 FOR 21995 1 FOR 2

19



20

Share Capitalisation History

Increase Cummulative Increase Cummulative Cash/bonus1948 150,000 150,000 73,600 73,600 CASH1949 250,000 400,000 - 73,600 -1952 200,000 600,000 - 73,600 -1959 400,000 1,000,000 265,650 339,250 BONUS ISSUE1974 300,000 1,300,000 425,750 765,000 CASH1977 1,300,000 2,600,000 1,225,000 1,990,000 BONUS ISSUE1978 - 2,600,000 460,000 2,450,000 CASH1980 1,075,000 3,675,000 1,225,000 3,675,000 BONUS ISSUE1982 1,837,500 5,512,500 - 3,675,000 -1983 - 5,512,500 1,837,500 5,512,500 BONUS ISSUE1992 24,487,500 30,000,000 14,000,000 19,512,500 CASH1994 70,000,000 100,000,000 - 19,512,500 -1995 - 100,000,000 9,756,250 29,268,750 BONUS ISSUE1995 - 100,000,000 50,691,250 79,960,000 CASH2005 650,000,000 750,000,000 - 79,960,000 -2007 - 750,000,000 - 79,960,000 -

10. Fixed Assets Information on fixed assets during the year is shown in note 7 on page 35. In the opinion of the Directors, the market value of the Company's properties is not less than the value shown in the financial statements.

11. Suppliers The Company's significant local suppliers are:

Dangote CementLadson QuarryFlour Mills Nig. PlcSolel BonehOrazulike Trading Company Ledbury Integrated Services LtdMont International LtdRitaj Builders & Suppliers Nig. LtdBethanis LimitedPurechem Manufacturing Limited Melryn Nickson Nig. LtdPremier PaintsMantrac

Year Authorised (N) Issued & Fully Paid-up (N) Consideration



12. Gifts and DonationsDuring the year under review, the Company made gifts and donations as follows:

NRugby Tournament 3,000,000Ibadan Polo Tournament 1,000,000Trophy sponsorship-Grange School, Ikeja 31,500Contribution towards the donation of Toyota Hilux & internet equipment Abuja PCRC-Life Camp, Abuja 500,000Donation for building material (Recreational Hall)Iponri-PCRC 50,000

4,581,500

In compliance with Section 38(2) of the Companies and Allied Matters Act, Cap.C20, Laws of the Federation of Nigeria, no donations were made to any political party, political association or for any political purpose during the year.

13. Employment and Employees It is the policy of the Company that there should be no discrimination in considering applications for employment including those from disabled persons. The Company gives equal opportunities to every employee to widen their experience and knowledge and to qualify for promotion in furtherance of their careers.

Currently, we have five (5) physically challenged persons in our employ.

Human Capital DevelopmentIn Costain, we undertake continuous training and skills upgrade of the staff at all levels in order to achieve competitive advantage and sustainable business success. We provide an enabling environment for employees to develop themselves and to unlock their potentials with a view to achieving uncommon results. Employees are effectively motivated for optimum performance and this creates better attitude in the workplace. Above all, the Company trains its employees from time to time to expose them to international best practices in human capital development.

14. Health, Safety and WelfareThe Company does not compromise on safety standards as we have in place, Health and Safety regulations within the premises and sites where the Company operates. Safe work practices, methods and procedures are well documented and adhered to. We are committed to maintaining best practices as it relates to Health, Safety and Environment. We think and act safety in all our operations.

The welfare and health of workers is of paramount importance to the Company. We haveclinics manned by qualified medical personnel that provide health care for all employees in our operational sites. Where there is need for referral, the employee is referred to any of the hospitals whose services are retained by the Company. Dependants of employees enjoy free medical facilities as well.

21

Directors' Report for the year ended 31 March, 2009 (cont’d)

22


15. Post Balance Sheet EventsThere are no post Balance Sheet events which could have had a material effect on the state of affairs of the Company as at 31 March 2009 and on the profit to that date, which have not been provided for.

16. Corporate Social ResponsibilityWe conduct our business with due regard to integrity and in accordance with the relevant Laws and Regulations in place. As an integral part of the society where we operate, we strive as much as is practicable to give back to the society.

With the realization that there are several areas within which the Company can take up responsibility, it has in the meantime embraced sporting activities as an area to discharge its responsibility. In our operational sites, we engage the local communities by actively training some youths in skills development and also providing learning facilities by taking on students undergoing industrial attachments in Engineering and other fields relevant to the Company's operations.

17. Corporate GovernanceThe Directors of the Company are committed to ensuring that corporate governance is observed. The Company maintains a high standard of corporate governance and best practices. The Company's businesses are conducted responsibly and in compliance with relevant Laws and Regulation.

In conformity with the code of best practice in corporate governance, the Directors have established the following committees:

SN NAME OF COMMITTEE MEMBERS NUMBER OF SITTINGS

1 Executive Board Mr. Orikolade Karim (Chairman)Managing Director/ Chief Executive 4Executive Directors (2)Non-Executive (2)Company Secretary

2 Board Committee Managing Director/ Chief Executiveon Projects Operations Director 12

Finance DirectorCompany Secretary

3 Health, Safety & Operations DirectorEnvironment Committee Business Development Manager

Head of Medical Department 5Head of FinanceLegal Officer



SN NAME OF COMMITTEE MEMBERS NUMBER OF SITTINGS

4 Board Committee on Managing Director/ Chief ExecutiveHuman Resources Finance Director

Operations Director 4Company Secretary

5 Board Remuneration Mr. Orikolade Karim (Chairman)Committee Vice Chairman

Managing Director/ Chief Executive 2Company Secretary

18. Audit CommitteeThe Audit Committee consists of two (2) shareholders' representatives and two (2) non executive Directors of the Company. The Committee is chaired by a shareholders' representative and met three (3) times during the year.

The Committee in the conduct of its affairs reviews the overall risk management andcontrol systems, financial reporting arrangements and standards of business conduct. It provides independent monitoring of internal control and the Internal AuditDepartment of the Company. Members have direct access to the Internal Audit Department and the Independent Auditors.

The statutory functions of the Committee are as provided in Section 359(6) of the Companies and Allied Matters Act, Cap.C20, Laws of the Federation of Nigeria, 2004.

19. Independent Auditors In accordance with section 357(2) of the Companies and Allied Matters Act, Cap.C20, Laws of the Federation of Nigeria, 2004, Messrs Akintola Williams Deloitte have indicated their willingness to continue in office as Independent Auditors to the Company.

Dated this 8th Day of January 2010

By Order of the Board

Lara Coker (Mrs.) Company SecretaryCostain (West Africa) Plc174, Funso Williams AvenueEbute MettaLagos.

23


The Companies and Allied Matters Act, Cap. C20, Laws of the Federation of Nigeria, 2004, requires the Directors to prepare Annual Financial Statements, which give a true and fair view of the state of the financial affairs of the Company and of the profit or loss for the financial year.

The Directors' responsibilities include ensuring that:

- Appropriate internal controls are established both to safeguard the assets of the Company and to prevent and detect fraud and other irregularities;

- The Company keeps proper accounting records, which disclose with reasonable accuracy the financial position of the Company and, which ensure that thefinancial statements comply with the requirements of the Companies and Allied Matters Act, Cap C20, Laws of the Federal Republic of Nigeria, 2004;

- That The Company has used suitable accounting policies, consistently applied andsupported by reasonable and prudent judgments and estimates, and that allapplicable accounting standards have been followed; and

- The financial statements are prepared on a going concern basis unless it is presumed that the Company will not continue in business.

The Directors accept responsibility for the preparation of these financial statements in conformity with the relevant Laws and Accounting Standards.

Nothing has come up to the knowledge of the Directors to indicate that the Company will not remain a going concern for at least twelve (12) months from the date of this statement.

............................................................. ............................................................ Mr. Harm Ploeger Mr. Ayodeji Karim Finance Director Managing Director

Statement of Directors' Responsibilities

24


In accordance with the provisions of Section 359(6) of the Companies and Allied Matters Act, Cap. C20, Laws of the Federation of Nigeria, 2004, we the Members of the Audit Committee of Costain (West Africa) Plc, having carried out our statutory functions under the Act, hereby report that:

(a) The accounting and reporting policies of the Company are in accordance with the legal requirements and agreed ethical practices.

(b) The scope and planning of both external and internal Audit of the year ended 31st March 2009 are satisfactory. The internal audit programmes reinforce the Company's internal control system.

(c) Having reviewed the independent auditors' findings and recommendations on management matters, we are satisfied with management's responses thereon.

Ezechukwu Augustine NnaemekaChairman, Audit Committee

Members of the Audit Committee are:-

Ezechukwu Augustine Nnaemeka (Chairman)Mr. Godfrey Colin MitchellAlh. Gbadebo OlatokunboMr. Orikolade Karim

Dated 16th Day of December 2009

The Company Secretary, Mrs. Lara Coker is the Secretary to the Committee.

Report of the Audit Committeeto the Members of Costain (West Africa) Plc

25

Report of the Independent Auditorsto the Members of Costain (West Africa) Plc

Audit.Tax.Consulting.Financial Advisory. Member ofDeloitte Touch Tohmatsu

We have audited the accompanying financial statements of Costain (West Africa) Plc, as at 31 March 2009, set out on pages 27 to 44 which have been prepared on the basis of the significant accounting policies on pages 27 to 29 and other explanatory notes on pages 33 to 42.

Directors' Responsibility for the Financial StatementsThe Directors are responsible for the preparation and fair presentation of these financial statements in accordance with the Companies and Allied Matters Act, CAP C20, LFN 2004. This responsibility 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.

Auditors' ResponsibilityOur responsibility is to express an opinion on these 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 as to 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 auditors' judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditors consider 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 the Directors, 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. OpinionIn our opinion, the Company has kept proper accounting records and the financial statements are in agreement with the records in all material respects and give in the prescribed manner, information required by the Companies and Allied Matters Act, CAP C20, LFN 2004. The financial statements give a true and fair view of the financial position of Costain (West Africa) Plc as at 31 March 2009, and of its financial performance and its cash flows for the year then ended in accordance with the Statements of Accounting Standards issued by the Nigerian Accounting Standards Board.

Emphasis of MatterWe draw attention to Note 2 in the financial statements which detail the judgments made by the Company in applying the Statement of Accounting Standard 5 Construction Contracts. Our opinion is not qualified in respect of this matter.

Chartered AccountantsLagos, Nigeria 8 January, 2010

26


Statement of Significant Accounting Policiesfor the year ended 31 March 2009

The following are the summary of significant accounting policies adopted by the company in the preparation of its financial statements:

1. Accounting basis

The financial statements have been prepared under the historical cost basis as modified by the inclusion of fixed assets at professional revaluation.

2. Revenue recognition

Contract revenue

Turnover from contracts is calculated on the percentage of completion method of revenue recognition less retention monies which are brought into the accounts only on receipt. Revenue is apportioned to each accounting period on the basis of the proportion of the contract executed during that period to the total of the contract value.

Jobbing revenue

Jobbing revenue represents the amounts invoiced to third parties on sale of furniture.

3. Stocks

Stocks are valued at the lower of cost and net realisable value. Cost comprises suppliers' invoice price and where appropriate freight and other charges incurred to bring the materials to their location and condition. Goods in transit are valued at invoice price. Tools are depreciated at 10% of the balance outstanding at the end of the year.

4. Work-in-progress

Work in progress is valued on the basis of the company's engineers' estimate less progress payments received. Claims received arising on contracts are accounted for when agreed. In the case of unprofitable contracts, full provision is made for foreseeable losses. Retentions are accounted for on receipt.

5. Fixed assets

Fixed assets are stated at cost or professional valuation plus subsequent addition at cost less accumulated depreciation.

27


Statement of Significant Accounting Policiesfor the year ended 31 March 2009 (cont’d)

6. Depreciation of fixed assets

Depreciation is provided to write off the cost or revalued amounts of fixed assets on a straight line basis at the following annual rates:

%Plant and Equipment:

1 Light 33 /3

Heavy 10Motor Vehicles:

1 Cars and Buses 33 /31 Trailers and Lorries 16 /2

Furniture and fittings 201 Office Equipment 33 /3

Leasehold property:50 years and above - 2Below 50 years - Over the unexpired period.Freehold land - Nil

7. Foreign currencies

Transactions in foreign currencies are recorded in Naira at the rates of exchange ruling at the dates of the transactions. Balances in foreign currencies are converted to Naira at the rates of exchange ruling at the balance sheet date. Gains/Losses arising therefrom are taken to the profit and loss account.

8. Deferred taxation

Deferred taxation, which is principally from timing difference in the recognition of items for accounting and tax purposes, is calculated using the liability method. This represents taxation at the current rate of corporate income tax on the difference between the net book value of qualifying fixed assets and their corresponding tax written down value. This is in accordance with SAS 19 on Accounting for Taxes.

9. Debtors

Debtors are stated after making specific provisions for balances considered of bad, or doubtful recovery.

10. Retirement benefit scheme

The company operates a defined contribution pension scheme covering all eligible employees in accordance with the Pension Reform Act 2004. The company and the employees contribute 7½% each of the staff relevant emoluments. The costs are charged to the profit and loss account

In addition, the company also provides for a staff terminal gratuity scheme. The benefits under the scheme are related to employees' length of service and terminal remunerations. The costs are charged to the profit and loss account.

28


11. Investments

Investments are stated at cost less provision for any permanent diminution in value of such investments. Quoted investments are stated at the lower of cost and market value. Unquoted investments are stated at the lower of cost less provision for doubtful investment.

Investments are accounted for as long-term where there is no intention to dispose of these investments within a one year period from the date of the accounts.

12. Taxation

Income tax payable is provided on taxable profits at the current statutory rate.

13. Provision

A provision is recognised when the company has a present obligation whether legal or constructive, as a result of past event for which it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation in accordance with the Statements of Accounting Standards (SAS) 23.

14. Dividend

The proposed dividend for the year is recognised only when declared and approved by shareholders at the Annual General Meeting.

15. Earnings per share

Earnings per share are calculated based on the (loss)/profit after taxation and the number of issued and fully paid ordinary shares at the end of each financial year.

29

Statement of Significant Accounting Policiesfor the year ended 31 March 2009 (cont’d)


2009 2008 Note N'000 N'000

Turnover 3 6,274,115 3,814,900Interest received and other income 4 673,645 138,764

6,947,760 3,953,664

Direct costs 5,911,866 2,289,161Administrative expenses 1,569,178 1,046,917 Interest expenses 41,503 237,070

7,522,547 3,573,148

(Loss) / profit before taxation 5 (574,787) 380,516

Taxation 6 (40,337) (27,299) (Loss)/Profit after taxation transferred to revenue reserve 18 (615,124) 353,217

(Loss) / earnings per share (kobo) (57) 221

The accounting policies on pages 27 to 29 and the other explanatory notes on pages 33 to 42 form part of these financial statements.

Profit and Loss Accountfor the year ended 31 March 2009

30


2009 2008 Note N'000 N'000

FIXED ASSETS 7 3,531,285 1,746,542

LONG TERM INVESTMENTS 8 2,000,000 -

CURRENT ASSETSStocks 9 111,648 107,670 Work in progress 2,269,215 989,431 Trade debtors 10 848 26,593 Other debtors and prepayments 11 1,900,390 1,025,795 Amount due from associated company 24 1,193,472 702,984 Bank and cash balances 20 2,784,603 46,135

TOTAL CURRENT ASSETS 8,260,176 2,898,608

CREDITORS: Amounts falling due within one yearTrade creditors 843,401 582,541 Other creditors and accruals 12 3,503,935 1,188,742 Amounts due to associated company 24 - 382,031 Bank overdrafts 20 435,765 2,016,512 Dividend 21 2,900 2,900 Taxation 6 18,660 18,660

4,804,661 4,191,386

Net current assets / (liabilities) 3,455,515 (1,292,778)

TOTAL ASSETS LESS CURRENT LIABILITIES 8,986,800 453,764

Amounts falling due after more than one yearTerm loan 13 - 1,144,812

Provision for liabilities and chargesStaff retirement benefit 14 294,507 241,332

8,692,293 (932,380)

CAPITAL AND RESERVESShare capital 15 542,191 79,960 Revaluation reserve 16 1,733,309 1,247,516 Share premium 17 9,409,456 44,189 Revenue reserve 18 (2,992,663) (2,304,045)

8,692,293 (932,380)

The financial statements on pages 27 to 44 wereapproved by the Board of Directors on 8 January2010 and signed on its behalf by:

} } Directors } }

The accounting policies on pages 27 to 29 and the other explanatory notes on pages 33 to 42 form part of these financial statements.

Balance Sheetas at 31 March 2009

31

Ayodeji Karim

Harm Ploeger

2009 Annual Report and Financial StatementsStatement of Cash Flows

for the year ended 31 March 2009

2009 2008 Note N'000 N'000

Cash flows from operating activitiesCash receipts from customers 5,024,340 3,567,103 Cash paid to employees and suppliers (6,492,491) (4,289,462)

(1,468,151) (722,359)Income tax paid 6 - (14,939)

Net cash provided by operating activities 19 (1,468,151) (737,298)

Cash flows from investing activitiesPurchase of fixed assets 7 (1,523,198) (843,013)Interest receivable and similar income 4 637,203 962 Proceeds from the sale of shares - 3,239 Purchase of investments (2,000,000) - Proceeds from the sale of fixed assets - 19,355

Net cash provided by investing activities (2,885,995) (819,457)

Cash flows from financing activitiesProceeds from share offer 9,827,498 - Loan obtained 93,985 93,009 Loan repaid (1,238,797) - Interest paid (41,503) (237,070)Dividend paid - (2,987)

Net cash provided by financing activities 8,641,183 (147,048)

Net increase / (decrease) in cash and cash equivalents 4,287,037 (1,703,803)

Cash and cash equivalents at 1 April (1,970,377) (266,574)

Effect of exchange on cash balances held in foreign currencies 32,178 -

Cash and cash equivalents at 31 March 20 2,348,838 (1,970,377)

32

2009 Annual Report and Financial StatementsNotes to the Financial Statements

for the year ended 31 March 2009

1. The Company

Legal FormThe company was incorporated as a private limited liability company on 16 July 1948 and became a public company on 13 March 1974.

Principal ActivitiesThe company operates as a building and civil engineering contractor throughout the Federal Republic of Nigeria and also manufactures furniture.

The ownership structure is as follows: Units Held %

Overseas shareholders 514,298,346 47.43 Nigerian shareholders 570,084,634 52.57

1,084,382,980 100

2. Critical judgments and key sources of estimation in economic uncertainty

The application of the percentage of completion method in accordance with the Statement of Accounting Standard 5 – Construction Contracts, is dependent upon an adequate estimating process and the ability to reliably estimate costs to completion of long term contracts. There were limitations in budgeting for long term contracts, causedby high rates of inflation together with fluctuations in the rate of inflation and in exchange rates, both of which affect commodity prices.

Furthermore, as a consequence of the recent turmoil in capital and credit markets both globally and in Nigeria, there exists as at the date of these financial statements, economic uncertainties surrounding the continual availability, and cost, of credit both for the entity and its counterparties. There is the potential for economic uncertainties to continue in the foreseeable future and, as a consequence, the potential that contracts may not be completed at their expected, budgeted profits in the ordinary course of business.

3. Turnover

i) Analysis of turnover by geographical areas:

All building and civil engineering contracts were executed locally in Nigeria.

ii) Analysis of turnover by activity: 2009 2008

N'000 N'00 0

Contracts 6,247,030 3,782,340 Jobbings 27,085 32,560

6,274,115 3,814,900

33


for the year ended 31 March 2009 (cont’d)

2009 2008 N'000 N'000

4. Interest received and other income

Interest received 637,203 962Exchange gain 32,178 98,938Profit on sale of fixed assets - 32,971Profit on sale of investments - 2,781Others 4,264 3,112

673,645 138,764

5. Profit before taxation

The profit/(loss) before taxation is stated after charging/(crediting);

Depreciation 326,115 75,252Directors' emoluments 35,400 29,560Auditors' remuneration 12,857 11,000Interest paid 41,503 237,070Staff retirement benefit 128,226 168,068Interest received (637,203) (962)Exchange gain (32,178) (98,938)Profit on sale of fixed assets - (32,971)

6. Taxation

.1 Per profit and loss accountEducation tax - 18,660Capital gains tax - -

Withholding Tax written off 40,337 -

Prior year's underprovision - 8,639

40,337 27,299

.2 Per balance sheet:

Per profit and loss account 40,337 27,299Withholding Tax written off (40,337) -

Payment during the year - (14,939) - 12,360

At beginning of the year 18,660 6,300

At end of the year 18,660 18,660

34



.3 Income tax and education tax are based on the Companies Income Tax Act (LFN Cap 60) as amended to date and Education Tax Act 1993 respectively. As a result of unrelieved losses and capital allowances the company is not liable to income tax.

.4 The computation of deferred taxation resulted in deferred tax asset of N1,173,363,333 (2008 - N140,377,109), which is not recognised in these financial statements.

7. Fixed assets

Summary Capital Furniture Land and work in Plant and Motor and

Buildings progress Equipment Vehicles Fittings Total N'000 N'000 N'000 N'000 N'000 N'000Cost/ValuationAt 1 April 2008 606,762 - 1,124,724 316,555 51,252 2,099,293Transfer from stock - - 101,867 - - 101,867Additions during the year 90,932 50,427 1,039,590 330,540 11,709 1,523,198Revaluation 461,818 - - - - 461,818

At 31 March 2009 1,159,512 50,427 2,266,181 647,095 62,961 4,186,176

DepreciationAt 1 April 2008 35,738 - 169,503 124,745 22,765 352,751Charge for the year 21,233 - 195,481 97,976 11,425 326,115Elimination on revaluation (23,975) - - - - (23,975)

At 31 March 2009 32,996 - 364,984 222,721 34,190 654,891

Net Book valuesAt 31 March 2009 1,126,516 50,427 1,901,197 424,374 28,771 3,531,285

At 31 March 2008 571,024 - 955,221 191,810 28,487 1,746,542

.1 Land and building were professionally revalued by Messrs RCO Okafor & Co. Chartered Surveyors and Valuers at 30 September 1998, while plant and equipment were revalued at 15 September 2000 by Messrs RCO Okafor & Co Chartered Surveyors & Valuers. Land and building, plant and equipment, motor vehicles and furniture and fittings were professional revalued by Messrs RCO Okafor & Co, Chartered Surveryors & Valuers on 30 March 2005.The valuations which were based on open market value between a willing buyer and a willing seller were incorporated in the financial statements. The surplus arising on revaluations were credited to revaluation reserve.

.2 Abuja Life Camp was professionally valued by RCO Okafor & Co. Chartered Surveyors and Valuers on 10 September 2002 and March 2009. Also, the Head Office and Furniture & Joinery unit were professionally valued by the same firm on 20th June 2003 and 25th June 2003 respectively but adopted into the account on 31 March 2004. The valuations were based on open market value. The surpluses on revaluations have been credited to the revaluation reserve.Subsequent additions were stated at cost. The revaluation of fixed assets is done when it is considered necessary by the Directors.

35



2009 2008.3 Included in fixed assets above are the N'000 N'000

following revalued fixed assets:Land held under statutory right of occupancy 8,547 8,547Land held under leases - long lease 1,537,635 1,051,842Plant and equipment 124,752 124,752Motor vehicles 24,950 24,950Furniture and fittings 37,425 37,425

1,733,309 1,247,516

.4 The depreciation charge for the year is included inthe financial statements as follows:Contract cost 292,390 133,472Administration expenses 33,725 41,780

326,115 175,252

8. Long-term investments

Unquoted shares at cost:

Trans Amadi Facilities Limited 2,000,000 - Subsidiary company - Foundation Engineering (Nig.) Ltd. 2,853 2,853

2,002,853 2,853Provision for dimunition in value (2,853) (2,853)

2,000,000 -

The financial statements of Trans Amadi Facilities Limited, are not consolidated in these financial statements as this entity is not controlled by Costain (West Africa) Limited.

The financial statements of Foundation Engineering (Nigeria) Limited, a wholly-owned subsidiary, as in prior years, are not consolidated in these financial statements, this does not have a material effect on the financial statements.

2009 2008 N'000 N'000

9. Stocks

Raw materials 22,250 10,339Spare parts and tools 111,016 110,928Stationery and other stocks 5,703 16,415Goods in transit 14,922 -

153,891 137,682Provision for obsolete stocks (42,243) (30,012)

111,648 107,670

36



2009 2008 N'000 N'000

10. Trade debtors

Trade debtors 244,346 243,660Provision for doubtful debts (243,498) (217,067)

848 26,593 11. Other debtors and prepayments

Other debit balances 1,284,629 455,883Prepayment 64,373 38,884Withholding Tax recoverable (Note 11a) 551,388 531,028

1,900,390 1,025,795

Included within other debit balances are advances to suppliers of N788,914,947 (2008: (N224,010,660) and assets under importation of N348,682,761 (2008: Nil).

12. Other creditors

Withholding Tax payable 217,072 161,510Payment received in advance 2,502,883 553,956Other credit balances 248,330 528,439Deferred revenue 514,532 - Accruals 21,118 74,107

3,503,935 1,318,012

13. Term loan

Balance brought forward 1,144,812 1,150,741Additions 93,985 93,009Repayment - exchanged for ordinary share capital (1,238,797) - Exchange gain - (98,938)

- 1,144,812

The term loan relates to a Pound Sterling loan provided by Shoreline Energy International Limited to Costain (West Africa) Plc to support the working capital of the Company.

At the Company’s 59th Annual General Meeting, the shareholders authorised the directors of the Company to effect the conversion to equity of the outstanding amount of the term loan as reflected in the books of accounts of the Company as at 31 March 2007 and any interest accrued thereon. The shareholders further authorised the directors to execute the transaction against N11 per share; the rights issue price of the shares. Consequently, the loan and the accrued interest amounting to N1,238,796,660, together with a current account balance of N563,105,695, were exchanged on 18 April 2008 for 163,809,305 ordinary shares of 50K each. The Company issued a share certificate to Shoreline Energy International Limited for the shares.

37



2009 2008 N'000 N'000

14. Staff retirement benefit

At beginning of the year 241,332 116,738Charge during the year 128,226 168,068Payments during the year (75,051) (43,474)

At end of the year 294,507 241,332

15. Share capital

Authorised1,500,000,000 ordinary shares of 50k each 750,000 750,000

Issued and fully paid:1,084,382,980 (2008: 159,920,000) ordinary shares of 50k each 542,191 79,960

The increase in issued and fully paid share capital is due to a rights issue of 519,740,000 ordinary shares of 50K each at N11 per share on the basis of 13 new ordinary shares for every 4 held, and a public offering of 240,913,675 ordinary shares of 50K each at N13 per share, both on 15 September 2008. 71,265,187, out of the public offering of 240,913,675, were preferentially allotted to identified institutional investors of the company.

2009 2008 N'000 N'000

16. Revaluation reserve

At 1 April 1,247,516 1,291,132Additions 485,793 - Elimination on disposal - (43,616)

At 31 March 1,733,309 1,247,516

17. Share premium

Balance brought forward 44,189 44,189Additions (Note 15) 9,365,267 -

At end of the year 9,409,456 44,189

18. Revenue reserve

At 1 April (2,304,045) (2,657,262)Prior year adjustment (73,494) - Transfer from profit and loss account (615,124) 353,217

At 31 March (2,992,663) (2,304,045)

Prior year adjustmentsThe adjustment relates to a computer system error in the prior year that resulted in costs not being fully recognised.

38



19. Reconciliation of net profit after tax to net cash provided by operating activities

(Loss) / profit after taxation (615,124) 353,217

Adjustments for non-cash and operating items :Depreciation 326,115 175,252

Interest on loan 41,503 237,070

Interest received (637,203) (962)Exchange gain (32,178) (98,938)Profit on sale of investment - (2,781)Profit on sale of fixed assets - (32,971)Prior year adjustment (73,494) -

Working capital changes:Increase in stock (105,845) (6,432)Increase in work in progress (1,279,784) (373,169)Decrease in debtors 25,745 23,323Increase in other debtors and prepayment (874,595) (758,969)Increase in intercompany (872,519) (474,652)Increase in trade creditors 260,860 270,014Increase/(decrease) in other creditors and accruals 2,315,193 (184,254)Increase in staff retirement benefits 53,175 124,594Increase in tax payable - 12,360

Total adjustments (853,027) (1,090,515)

Net cash provided by operating activities (1,468,151) (737,298)

20. Cash and cash equivalents

Cash and bank balance 2,784,603 46,135

Bank overdrafts (435,765) (2,016,512)

2,348,838 (1,970,377)

21. Dividend 2,900 2,900

This relates to unpaid and unclaimed dividend payable to shareholders in respect of dividends previously declared by the Company.

2009 2008 N'000 N'000

39



22. Information regarding Directors and employeesa. Directors

.1 EmolumentsChairman - -Other Directors 35,400 29,560

35,400 29,560As:Fees 2,000 -Executives 35,400 29,560

37,400 29,560

Emoluments of the highest paid Director 11,750 9,395

The Chairman waived his Director's fee during the year.

.2 The number of Directors, excluding the Chairman, whose emoluments were within the following ranges are:

Number NumberN N3,000,001 - 4,000,000 - 16,000,001 - 7,000,000 1 -7,000,001 - 8,000,000 1 18,000,001 - 9,000,000 - 19,000,001 - 10,000,000 1 111,000,001 - 12,000,000 1 -

.3 No payment was made to any Director, past or present, in respect of pensions or compensation for loss of office.

b. Employees.1 The average number of persons employed as at 31 March:

2009 2008 Number NumberContract (typically three months or less) 1,409 995Administration 533 296

1,942 1,291

The total staff costs amounted to N608,152,000 (2008 - N382,428,000)

2009 2008 N'000 N'000

40



.2 Number of employees whose emoluments excluding allowances and provident fund contributions were within the following ranges:

2009 2008

Number Number N N60,001 - 100,000 534 539100,001 - 150,000 581 285150,001 - 200,000 409 228200,001 - 250,000 153 81250,001 - 300,000 95 45300,001 - 400,000 69 44400,001 - 500,000 37 20500,001 - 600,000 19 18600,001 - 700,000 10 9700,001 - 800,000 8 2800,001 - 900,000 1 7900,001 - 1,000,000 9 21,000,001 - Above 17 11

1,942 1,291

23. Guarantees and other financial commitments

.1 Staff retirement benefit scheme

i The company operates a defined contribution pension scheme covering all eligible employees in accordance with the Pension Reform Act 2004. The Company and staff

1contribute 7 / each of the staffs relevant emoluments. The costs are charged to the 2

profit and loss account.

ii In addition, the Company also provides for a staff terminal gratuity scheme. The benefits under the scheme are related to the employees' length of service and terminal remunerations.The costs are charged to the profit and loss account.

.2 Contingent Liabilities

i No provision has been made in these financial statements for contingent liabilities totalling N88m (2008 - N102m) in respect of pending litigations as the Directors are of the opinion, based on solicitors' advice, that they have good defence against the actions and that any loss arising therefrom will not be significant.

ii The bank facilities are secured by a legal mortgage on the Company's Head Office Complex.

.3 Capital commitments

Capital expenditure authorised by the directors but not contracted was Nil (2008-Nil)

41


.4 Other financial commitments

The Directors are of the opinion that all known liabilities and commitments which are relevant in assessing the company's state of affairs have been taken into account in the preparation of the financial statements under review.

.5 Retentions

Retentions are accounted for on receipt. Retentions outstanding at 31 March 2009amounted to N443,556,648 (2008 - N301,844,930).

24. Holding company and related party transactions

Shoreline Energy International Limited holds 50.04% (2008 - 51.00%) interest in Costain (West Africa) Plc.

The balances due to the Company as at the year end are as follows:

2009 2008 N'000 N'000

Shoreline Energy International Limited 465,442 - Richard Costain Construction and Engineering Limited 728,030 702,984

1,193,472 702,984

The amount owed by Shoreline Energy International Limited to the Company consists of a short-term loan, including accrued interest thereon, of N348,803,000 and unpaid trading balances of N116,639,000.

The amount owed by Richard Costain Construction and Engineering Limited relates to services and goods provided by Costain (West Africa) Plc to that company with regard the Tamburawa Water Treatment Plant Joint Venture.

The balances due from the Company as at the year end are as follows:

2009 2008 N'000 N'000

Shoreline Energy International Limited - 382,031

25. Comparative figures

Certain comparative figures have been reinstated in line with the presentation in the current year.

42

Notes to the Financial Statementsfor the year ended 31 March 2009 (cont’d)


Statements of Value Addedfor the year ended 31 March 2009

2009 2008 N'000 % N'000 %

Turnover 6,274,115 3,814,900

Other income 673,645 138,764

Bought-in materials and services - Local (6,546,777) (2,778,398)

VALUE ADDED 400,983 100 1,175,266 100

Applied as follows:

In payments to employees:Salaries, wages and other benefits 608,152 152 382,428 32

In payment to government: Taxation 40,337 10 27,299 2

Providers of capital: Interest expenses 41,503 10 237,070 20

Retained for future replacement of assets and expansion of business Depreciation 326,115 81 175,252 16(Loss) / profit for the year (615,124) (153) 353,217 30

400,983 100 1,175,266 100

Value added represents the wealth created by the efforts of the company and its employees. This statements shows the allocation of the wealth between employees, providers of capital, government and that retained by the company for the future creation of wealth.

43


Financial Summary31 March, 2009

2009 2008 2007 2006 2005 N'000 N'000 N'000 N'000 N'000

ASSETS EMPLOYEDFixed assets 3,531,285 1,746,542 1,108,782 1,060,933 1,169,336Investment 2,000,000 - 458 2,525 5,378Net current assets/liabilities 3,455,515 (1,292,778) (1,083,742) (1,400,420) (48,784)Other long - term liabilities (294,507) (1,386,144) (1,267,479) (1,012,982) (980,245)

8,692,293 (932,380) (1,241,981) (1,349,944) 145,685

CAPITAL AND RESERVESShare capital 542,191 79,960 79,960 79,960 79,960Revaluation reserve 1,733,309 1,247,516 1,291,132 1,291,132 1,298,122Share premium 9,409,456 44,189 44,189 44,189 44,189Revenue reserve (2,992,663) (2,304,045) (2,657,262) (2,765,225) (1,276,586)

8,692,293 (932,380) (1,241,981) (1,349,944) 145,685

TURNOVER 6,274,115 3,814,900 3,016,397 1,111,761 2,216,355

(Loss)/profit before taxation (574,787) 380,516 114,263 (1,488,639) (280,753)

(Loss)/profit after taxation (615,124) 353,217 107,963 (1,488,639) (281,347)

Per Share Data:(Loss)/earnings per share - Kobo - basic (57) 221 68 (931) (176)

(Loss)/earnings per share - Kobo - diluted - 33 10 (137) (26)

Net assets/ (liabilities) per share - Naira 8 (6) (777) (844) 91

Note: 1. Loss/earnings per share are based on (loss)/profit after tax and the number of issued and

fully paid ordinary shares at the end of each financial year.

2. Net assets/(liabilities) per share are based on the net assets/(liabilities) and the number of issued and fully paid ordinary shares at the end of each financial year.

44

2009 Annual Report and Financial StatementsShareholders Additional Information

Dividend

The Company did not declare a dividend for more than six years. However, the records reveal that some dividend warrants over the past years have not been presented to the bank for payment.

Shareholders who have challenges regarding past dividends are advised to contact the Registrar, First Registrars Limited, Plot 2, Abebe Village Road, Iganmu, Lagos.

E-Dividend

The Company did not declare any dividend in the current year. Regardless, our Shareholders are advised to embrace the e-Dividend payment. It is safe, fast, reliable and eliminates the incidence of lost dividend warrants among others. Shareholders are advised to contact the Registrars for further information and guidance.

Share Certificates

A number of Share Certificates have been returned as unclaimed because the address provided could not be located/traced. On the other hand, there are possibilities that there are some shareholders who are yet to receive their Certificates.

The affected shareholders are therefore advised to contact the Registrars, First Registrars, Plot 2, Abebe Village Road, Iganmu, Lagos. You are also enjoined to copy the Company Secretary, Costain (West Africa) Plc in your correspondence to the Registrars.

45

2ND LAGOS STATE GOVT. REV. BOND

AFRICAN PAINTS PLC

ARM AGGRESSIVE GROWTH FUND

ARM DISCOVERY FUND

ASO-SAVINGS AND LOANS PLC

ASSOCIATED BUS COMPANY PLC

BANK PHB PLC

BCN PLC-MARKETING COMPANY

BEDROCK FUND-FUND

CHAMS NIGERIA LIMITED-CHAMS

COSTAIN WEST AFRICA PLC

DAAR COMMUNICATIONS PLC

FAMAD PLC

FBN HERITAGE FUND

FIDELITY BANK PLC

FIRST BANK OF NIGERIA PLC

FRIESLANDFOODS WAMCO NIGERIA PLC

JAIZ INTERNATIONAL PLC-BANKING

JULI PHARMACY NIGERIA PLC

KAKAWA GUARANTEED INCOME FUND

LONGMAN NIGERIA PLC

NIGERIAN BREWERIES PLC

OANDO PLC

OASIS INSURANCE PLC

PARTNERSHIP CAPITAL PLC

PRESCO PLC

PRESTIGE ASSURANCE PLC

P.Z INDUSTRIES PLC

STACO INSURANCE PLC

STANBIC IBTC BANK PLC

STANDARD ALLIANCE INSURANCE PLC

STARCOMMS PLC

UNION DIAGNOSTIC AND CLINICAL SERVICES

1

DEAP CAPITAL MANAGEMENT & TRUST PLC

2

ANCHOR FUND-FUND

DOVE MEDIA PLC

FIDELITY NIGFUND

RAK UNITY PLC

STANBIC IBTC ETHICAL FUND

THE IBTC GUARANTEED INCOME

THE IBTC NIGERIAN EQUITY FUND

I/We hereby request that from now on, all didvidend warrant(s) due to me/us from my/our holdings in all the companies ticked in column 1 be paid directly to my/our Bank named below.

I/We are yet to receive my/our return money/interest due to me/us in respect of the recent offer(s) of the company(ies) ticked in column 2 of the table. Please credit my account detailed below.

Shareholder's Full name............................................................................. Surname First

Shareholder's Address..................................................................................

..............................................................................................................................

.............................................................................................................................

Shareholder's Email.......................................................................................

GSM Number...................................................................................................

Units applied for..............................................................................................

Year of Purchase.............................................................................................

Single Shareholder's Signature.................................................................

Joint Shareholder's/Company Signature

(1)...........................................................................................................

(2)............................................................................................................

Company Seal.................................................................................................

Bank Name........................................................................................................

Bank Branch Address....................................................................................

Bank Account Number.................................................................................

Branch Sort Code...........................................................................................(Very Important)

Bank's Authorised Signature & Stamp

(1)....................................................................................................... Please include page no.

(2)....................................................................................................... Please include page no.

Please tick column 1 for the e-dividend

and 2 for the e-return money/interest

Olny Clearing banks are acceptable

First Registrars Nigeria Limited ...the registrar of first choice.

To:The Registrar,First Registrars Nigeria LimitedPlot 2, Abebe Village Road,Iganmu,P.M.B. 12692,Lagos.

e-DIVIDEND/MONEY RETURN FORM

First Registrars

LAGOS STATE GOVT. BOND

ANCHOR FUND-FUND


ARM DISCOVERY FUND



BANK PHB PLC


BEDROCK FUND-FUND




ECOBANKTRANSNATIONAL INCORPORATION

FAMAD NIGERIA PLC-FOOTWARE COMPANY

FBN HERITAGE FUND

FIDELITY BANK PLC


FIRSTINLAND BANK PLC


HONEYWELL FLOUR MILLS PLC

IBTC NIGERIAN EQUITY FUND




LONGMAN NIGERIA PLC


OANDO PLC

OCEANIC VINTAGE FUND

PARTNERSHIP INVESTMENT CO. LTD

PRESCO PLC


PZ - PATERSON ZOCONIS INDUSTRY PLC

STACO INSURANCE PLC



STARCOMMS PLC


NAME OF COMPANYTick Account No.


To:The Registrar,First Registrars Nigeria LimitedPlot 2, Abebe Village Road,Iganmu,P.M.B. 12692,Lagos.

Please credit my account at Central Securities Clearing Systems Ltd (CSCS) with all allotments including bonuses due to me from my holdings in the companies as ticked at the right hand column:

Personal Data

Surname: ................................................................................................

Other Names: .......................................................................................

Address: ..................................................................................................

....................................................................................................................

....................................................................................................................

Mobile Phone: ......................................................................................

E-mail: ......................................................................................................

Shareholder's Signature:

1. ........................................................................

2. .........................................................................

Corporate Seal/Stamp.........................................................................(for Corporate shareholders)

CSCS Details

Stockbroker: ..........................................................................................

Clearing House Number: ........................................................

Please attach a copy of your cscs statement to this form as evidence that a CSCS Account has been opened for you

website:www.firstregistrarsnigeria.com;

E-mail: [email protected]

CSCS ACCOUNT NOTIFICATION

First Registrars

PENIEL MICROFINANCE BANK LIMITED

SHAREHOLDER ONLINE ACCESS REGISTRATION FORM

Instructions

Please fill the form and return to the address below

The Registrar,First Registrars Nigeria Ltd.2, Abebe Village Road, IganmuP. M. B. 12692 Lagos. Nigeria.

Shareholder's Account Information

Last Name (in block letter)

First Name Other Names

Address Line 1

Address Line 2

City State

Postal CodeCountry

Mobile Telephone

Email Address

Signature

First Registrars Nigeria Limited © 2009...the registrar of first choice.

Website: www.firstregistrarsnigeria.com; E-mail: [email protected]


ANCHOR FUND-FUND


ARM DISCOVERY FUND



BANK PHB PLC


BEDROCK FUND-FUND






FBN HERITAGE FUND

FIDELITY BANK PLC









LONGMAN NIGERIA PLC


OANDO PLC



PRESCO PLC



STACO INSURANCE PLC



STARCOMMS PLC




First Registrars

e-SHARE NOTIFIER SUBSCRIPTION FORM


ANCHOR FUND-FUND


ARM DISCOVERY FUND



BANK PHB PLC


BEDROCK FUND-FUND






FBN HERITAGE FUND

FIDELITY BANK PLC









LONGMAN NIGERIA PLC


OANDO PLC



PRESCO PLC



STACO INSURANCE PLC



STARCOMMS PLC



Instructions

Please fill the form and return to the address below

The Registrar,First Registrars Nigeria Ltd.2, Abebe Village Road, IganmuP. M. B. 12692 Lagos. Nigeria.

Shareholder's Account Information

Last Name (in block letter)

First Name Other Names

Address Line 1

Address Line 2

City State

Postal CodeCountry

Mobile Telephone

Email Address

Signature


Charges:Individual: N 1000 per annumCorporate Bodies: N 2000 per annumStockbrokers : N 5000 per annum

NOTE:All payments should be made into Account No. 1912030017374 in any First Bank branch nationwide and a copy of the payment slip attached to this form upon submission.

Corporate stamp/Seal

First Registrars Nigeria Limited © 2009...the registrar of first choice.

Website: www.firstregistrarsnigeria.com; E-mail: [email protected]

First Registrars


To re-elect Directors(a) Mr Philip Wharton(b) Mr Godfrey Mitchell

To elect Directors(a) Mr Harm Ploeger(b) Dr Ladi Bada

To authorise the directors to fix remuneration of the Auditors

To elect/re-elect members of the Audit Committee

Special Business

To approve the remuneration of the Directors

To consider and if thought fit to pass the following resolutions, which will be

Proposed as Special Resolutions:"That the Articles of Association of the Company be And are hereby amended as follows:

(a) By deleting Article 23, a & b and substituting for the said Article in the following:"All transfers of shares may be effected by transfer in writing in any usual or common form or in any other form approved by the Directors”

(b) By deleting Article 24, 1,2, & 3 and substituting for the said article in the following:"Any member may transfer all or any of his shares by instrument in writing in any usual or common form or any other form which the Director may approve and no fee shall be payable in respect of the registration of any transfer or other document relating to or affecting the title to any share”

(c) By deleting Article 25 of the Articles of Association

(d) By amending Article 27(c) so that the new sub article will read as follows:"The instrument of transfer shall be in the form as prescribed in Article23 or in any other form as approved by the Directors”

(e) "That the Articles of the Company be renumbered seriatim".

Please indicate with 'x' in the appropriate box how you wish your vote to be cast on the resolutions set out above, unless otherwise instructed, the proxy will vote or abstain from voting at his discretion.

Proxy Form

61ST ANNUAL GENERAL MEETING TO BE HELD at the Federal Palace Hotel, Ahmadu Bello Way, Victoria Island, Lagos on Tuesday 23rd February 2010 at 11.00 O’ Clock.

*"I/We ……..............…………………………………...…… (Name of Shareholder in block letters)

of…………...….......................……………...….…………..being a member/members of Costain (West Africa) Plc hereby

Appoint………………………………..........……..…...…….or failing him the Chairman of the meeting Mr Orikolade Karim as my/our proxy to vote for me/us and on my/our behalf at the Annual General Meeting of the Company to be held on Tuesday 23rd February, 2010, and at any adjournment thereof.”

Dated this ………............. day of…........………………2010

Shareholder's Signature……...……………………

A member (Shareholder) who is unable to attend an annual General Meeting is allowed by law to vote by proxy and this form has been prepared to enable you exercise your right to vote in case you can not personally attend the meeting.

Following the normal practice, the names of two directors of the company have been entered on the form to ensure that someone will be at the meeting to act as your proxy. If you wish, you may insert in the blank space on the form (marked **) the name of any person, whether a member (shareholder) of the company or not who will attend the meeting and vote on your behalf instead of one of the Directors.

IF YOU ARE UNABLE TO ATTEND THE MEETING, READ THE FOLLOWING INSTRUCTIONS CAREFULLY.

(a) Write your name in CAPITALS on the proxy form where marked.

(b) Write the name of your proxy (if any) where marked.

(c ) Ensure that the form is signed by you and duly stamped by the Commisioner of Stamp Duty.

(d) Forward the proxy form so as to reach The Registrar, FIRST REGISTRARS NIGERIA LIMITED, PLOT 2, ABEBE VILLAGE ROAD, IGANMU, LAGOS not less than 48 hours before the time for holding the meeting.

(e) If executed by a corporate body, the proxy form must be sealed with the common seal.

A D M I S S I O N F O R M

PLEASE ADMIT________________________________________________to the 61st Annual General Meeting of Costain (West Africa) Plc which will be held at the

This admission form must be produced by the shareholder or his Proxy in order to obtain entrance to the Annual General Meeting.

Company Secretary

Federal Palace Hotel, Ahmadu Bello Way, Victoria Island, Lagos, on Tuesday, February 23rd, 2010 at 11:00am.

Lara Coker (Mrs)

Name of Shareholder

Address of Shareholder

RC 672

Number of Shares Held

Before posting the above Form, please tear off this part and retain it for admission to the meeting.

Number of shares:

RESOLUTIONS FOR AGAINST

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