firstbank offer - full prospectus...this prospectus is being issued in compliance with the...

First Bank of Nigeria Plc - Offer for Subscription 2

Contents Corporate Directory ....................................................................................................4

Key Terms and Abbreviations ......................................................................................7

Abridged Timetable ....................................................................................................8

The Offer ....................................................................................................................9

Summary of the Offer................................................................................................10

Directors and Other Professional Parties ....................................................................14

The Chairman’s Letter...............................................................................................19

1. History & Business of FirstBank................................................................................................... 19

2. Board of Directors....................................................................................................................... 24

3. Management and Key Staff ......................................................................................................... 28

4. Premises ..................................................................................................................................... 31

5. Purpose of the Offer ................................................................................................................... 41

6. Working Capital, Profit Forecast & Dividend................................................................................ 42

7. Risk Factors & Mitigants ............................................................................................................. 43

8. Business Prospect & Going Concern Status ................................................................................. 44

9. Training, Research & Development ............................................................................................. 44

10. Unclaimed Dividend.................................................................................................................... 44

11. Corporate Governance ................................................................................................................ 44

12. Future Developmental Plans........................................................................................................ 46

Profit Forecast...........................................................................................................47

1. Independent Assurance Report ................................................................................................... 47

2. Confirmation of Going Concern .................................................................................................. 48

3. The Profit Forecast – Assuming the Offer is Fully Subscribed...................................................... 50

4. The Profit Forecast – Assuming Supplementary Allotment .......................................................... 51

5. Letter from the Issuing Houses................................................................................................... 52

Financial Information ................................................................................................53

1. Independent Assurance Report ................................................................................................... 53

2. Statement of Accounting Policies................................................................................................ 55

3. Profit & Loss Account.................................................................................................................. 58


Contents

4. Balance Sheet.............................................................................................................................. 59

5. Statement of Cashflow................................................................................................................ 60

Statutory & General Information ................................................................................74

1. Incorporation and Share Capital History...................................................................................... 74

2. Shareholding Structure ............................................................................................................... 75

3. Directors’ Interests ..................................................................................................................... 76

4. Indebtedness .............................................................................................................................. 76

5. Subsidiaries and Associated Companies ..................................................................................... 76

6. Extract from the Memorandum and Articles of Association......................................................... 77

7. Claims & Litigation...................................................................................................................... 87

8. Estimated Costs and Expenses of the Offer ................................................................................ 87

9. Mergers & Acquisitions............................................................................................................... 88

10. Training, Research & Development ............................................................................................. 88

11. Off Balance Sheet Items .............................................................................................................. 88

12. Declarations................................................................................................................................ 88

13. Material Contracts ...................................................................................................................... 88

14. Relationship between the Issuer, Issuing Houses and Other Advisers ......................................... 89

15. Additional Information................................................................................................................ 89

16. Consents .................................................................................................................................... 89

17. Documents Available for Inspection............................................................................................ 91

Procedure for Application and Allotment ...................................................................92

Receiving Agents.......................................................................................................95

Application Form ......................................................................................................96

Instructions for Completing the Application Form......................................................97


Corporate Directory First Bank of Nigeria Plc has Branches in all states of the Federation. The Corporate Head Office and the Business Development Offices are listed below with their respective addresses and telephone numbers. Head Office Samuel Asabia House 35, Marina Lagos Tel: 01-2665900-19 Fax: 01-2642598 Website: www.firstbanknigeria.com

Aba 2, Factory Road P.M.B. 7521, Aba Abia State Tel: 082-220327, 227590 Fax: 082-220243

Abuja Plot 777, Muhammad Buhari Way Central Business District Abuja Tel: 09-6700264, 2346829, 2345753 Fax: 09-2345753

Akure 2nd Floor, Tisco Building Opp Mr. Biggs, Along Ado-Owo Rd Akure Ondo State Tel.: 034-243145, 243501,243799

Bauchi Nassarawa Road G.R.A. P.M.B. 53, Bauchi Bauchi State Tel: 077-542024, 543680 Fax: 077- 543680

Benin No. 67, Akpakpava Road, Benin City Edo State Tel: 052-256397, 25130 Fax: 052-25546

Calabar Calabar Road, P.M.B 1020, Calabar Cross River State Tel: 087-232049, 233300, 230276 Fax: 087- 230403

Enugu 21, Okpara Avenue P.M.B. 1391 Enugu Enugu State Tel: 042-253583, 258784 Fax: 042-254755

Ibadan Challenge Round About Opposite Texaco Filling Station Ibadan Oyo State Tel: 02-231984, 2319186 Fax: 02-2315470

Jos Bank Street, P.M.B. 2027 Jos Plateau State Tel: 073-452302, 452245, 452546, 459654 Fax: 073- 452961

Kaduna Yakubu Gowon Way, P.M.B. 2065, Kaduna Kaduna State Tel: 062-246155, 243858 Fax: 062-243955, 246854, 249464

Kano 10 Lagos Street P.M.B. 3005, Kano Kano State Tel: 064-633280, 632706, 637839 Fax: 064-644565

Corporate Directory……


Lagos Apapa 1, Burma Road P.M.B. 1034 Apapa Lagos Tel: 01-5451345, 5877116 Fax: 01-5871539

Lagos Ikeja I Adebola House 40, Opebi Road Ikeja Lagos Tel: 01-3450320-2; 01-7918352-3 Fax: 3453516

Lagos Ikeja II 58, Allen Avenue, P.M.B. 21087 Ikeja Lagos Tel: 01-4970510 Fax: 4977863

Lagos Island/Marina 214, Broad Street, (Elephant House) P.O. Box 2334 Lagos Tel: 01-2643566, 2660620, 2643734 Fax: 2664145

Lagos Mainland Abebe Village Road P.M.B. 126734 Iganmu Lagos Tel: 01-833322, 830311,834331

Victoria Island/Ikoyi 4, Keffi Street Ikoyi Lagos Tel: 01-7732429; 2707180-9

Lokoja 411, Murtala Moh’d Rd, P.M.B. 1100 Lokoja Kogi State

Tel: 058-220402, 220767

Maiduguri Sir K. Ibrahim Road P. O. Box 1005, Maiduguri Borno State Tel: O76-232417, 231055,235322 Fax: 076-342396

Makurdi New Bridge Road P.M.B. 2076, Makurdi Benue State Tel: 044-532156, 533542, 532296, 543131 Fax: 044-532798

Minna 3, Bank Road P.M.B. 62, Minna Niger State Tel: 066-221070, 223804 Fax: 066-221652, 222185, 222968.

Onitsha 1 88A, Upper New Market Onitsha Anambra State Tel: 046-412325, 413981, 410415, Fax: 413271

Onitsha II 1 Nkrumah/P.H. Road P.M.B. 1603, Onitsha Anambra State Tel: 046-410731, 413285 Fax 046-410212

Owerri 11/12, Assumpta Avenue P.M.B. 1060, Owerri Imo State Tel: 083-230900, 232772 Fax: 083-231586

Port-Harcourt 22/24, Aba Road Port Harcourt Rivers State Tel.084-232407, 232644, 231789 Fax: 084-234277

Corporate Directory……


Sokoto Abdullahi Fodio Road P.M.B. 2116, Sokoto Sokoto State Tel: 060-232130 Fax: 060-234369 Uyo 1, Oron Road, P.M.B. 1001 Uyo Akwa Ibom State Tel: 085-200531, 200082 Fax: 085-200594

Warri 124, Sapele/Effurun Road Warri Delta State Tel.053-254063, 250063 Yola 9, Bank Road, P.M.B. 2050, Jimeta Adamawa State Tel: 075-624382, 626582, 626073 Fax: 075-625198


Key Terms and Abbreviations “CBN” Central Bank of Nigeria

“FBN Capital” or “Lead Issuing House”

FBN Capital Limited

“FirstBank” or “the Bank” or “the Issuer”

First Bank of Nigeria Plc

“IBTC” or “Joint Issuing House”

IBTC Chartered Bank Plc

“ISA” Investments and Securities Act Cap I24 LFN 2004

“NSE” or “The Exchange” The Nigerian Stock Exchange “Pari Passu” Equally

“Parties” Professionals engaged, whose roles will ensure the success of the Offer

“Prospectus” The legal document issued in respect of the Offer for Subscription

“Qualification date” April, 05 2007

“Receiving Agents” Market Operators authorized to receive Application Forms/monies from investors

“Registrars” Meristem Registrars Limited

“Related Parties” Any body corporate, which is the Bank’s subsidiary or holding Bank or a subsidiary of that Bank’s holding Bank

“Rights Circular” The legal Document issued in respect of the Rights Issue

“Rights Issue” Offer by way of Rights to existing shareholders of 1,496,762,682 ordinary shares of 50 Kobo each at N31 per share

“SEC” or “the Commission”

Securities & Exchange Commission

“The Issuing Houses” FBN Capital Limited and IBTC Chartered Bank Plc

“The Offer” Offer for Subscription of 1,624,253,238 Ordinary Shares of 50 Kobo each at N33 per share

“The Total Offer” Offer by way of Rights of 1,496,762,682 Ordinary shares of 50 Kobo each at N31 per share to existing shareholders and an Offer for Subscription of 1,624,253,238 Ordinary Shares of 50 Kobo each at N33 per share


Abridged Timetable

DATE ACTIVITY RESPONSIBILITY

14/05/07 Application List opens ISSUING HOUSES

21/06/07 Application List closes Issuing Houses

05/07/07 Receiving Agents make returns ISSUING HOUSES/REGISTRARS

05/07/07 Lift Technical suspension on existing shares STOCKBROKERS/NSE

20/07/07 Forward Allotment Schedules to CBN ISSUING HOUSES

02/08/07 Receive CBN Confirmation of Verified applications CBN

07/08/07 Forward allotment proposal, summary reports and draft newspaper advertisement to SEC

ISSUING HOUSES

21/08/07 Receive SEC authorisation of allotment ISSUING HOUSES

22/08/07 Pay net proceeds of the Total Offer to FirstBank ISSUING HOUSES

24/08/07 Allotment announcement ISSUING HOUSES

27/08/07 Return excess/rejected application monies ISSUING HOUSES/REGISTRARS

10/09/07 Dispatch share certificates REGISTRARS

12/09/07 Forward Declaration of Compliance to The Exchange STOCKBROKERS

14/09/07 Listing the new shares of FirstBank on the Floor of The Exchange STOCKBROKERS

18/09/07 Forward Summary Report to SEC ISSUING HOUSE


The Offer

A copy of this Prospectus and the documents specified herein have been delivered to the Commission for clearance and registration. This Prospectus is being issued in compliance with the provisions of the Investments and Securities Act, CAP I24 LFN 2004, the Rules and Regulations of the Commission and the Listing Requirements of The Exchange and contains particulars in compliance with the requirements of the Commission and The Exchange, for the purpose of giving information to the public with regard to the Offer for Subscription of 1,624,253,238 Ordinary Shares of 50 kobo each of First Bank of Nigeria Plc by FBN Capital Limited and IBTC Chartered Bank Plc. An application has been made to the Council of The Nigerian Stock Exchange for the admission to its Daily Official List of the 1,624,253,238 Ordinary Shares of 50 kobo each now being offered for subscription. The Directors of FirstBank individually and collectively accept full responsibility for the accuracy of the information contained in this Prospectus. The Directors have taken reasonable care to ensure that the facts contained herein are true and accurate in all respects and confirm, having made all reasonable enquiries that to the best of their knowledge and belief, there are no material facts the omission of which would make any statement herein misleading or untrue.

FBN Capital Limited IBTC Chartered Bank Plc Rc 446599 Rc 125097

(Lead Issuing House) (Joint Issuing House)

On Behalf of

First Bank of Nigeria Plc Rc 6290

Offer for Subscription

and are authorised to receive applications for 1,624,253,238 Ordinary Shares of 50 Kobo each

At N33 per Share Payable in full on Application

The Application List for the shares now being offered will open on May 14,2007 and close on June 21, 2007

Share Capital and Reserves of the Bank as at December 31, 2006 (Extracted from the Reporting Accountants’ Report) N’Million Authorized: 20,000,000,000 Ordinary Shares of 50 Kobo each 10,000

Issued and fully paid: 10,477,338,776 Ordinary Shares of 50 Kobo each 5,238 Reserves: 71,545 Shareholders’ funds: 76,783

Indebtedness: As at December 31, 2006, the Bank had no outstanding debentures, mortgages, charges or similar indebtedness or material contingent liabilities other than in the ordinary course of business. However the Bank had contingent liabilities in the ordinary course of business amounting to N141,495 million (one hundred and forty one billion, four hundred and ninety five million naira) which comprise acceptances and guarantees. Also contingent liabilities from all suits pending against the Bank are not expected to exceed the sum of N927,927,111 (nine hundred and twenty seven million, nine hundred and twenty seven thousand, one hundred and eleven naira only).


Summary of the Offer The following information should be read in conjunction with the full text of the prospectus from which it was derived: Issuer: First Bank of Nigeria Plc Issuing Houses:

FBN Capital Limited (Lead Issuing House) IBTC Chartered Bank Plc (Joint Issuing House)

Share Capital: Authorised:

N10,000,000,000 comprising 20,000,000,000 Ordinary shares of 50 Kobo each

Issued & Fully paid:

N5,238,669,388 comprising 10,477,338,776 ordinary shares of 50 Kobo each

The Offer: 1,624,253,238 ordinary shares of 50 kobo each Offer Price: N33 per share Offer Size: N53,600,356,854 Total Offer Size:

N99,999,999,996

Units of Share: Minimum of 500 ordinary shares and multiples of 100 thereafter Payment Terms:

In full on application

Method Of Sale:

Offer for subscription of 1,624,253,238 Ordinary shares of 50 Kobo each with preferential allotment

Additional Information:

The Bank is simultaneously offering by way of rights 1,496,762,682 ordinary shares of 50 kobo each at N31 per share to shareholders whose names appeared in the register of members as at April 5, 2007

Purpose: The proceeds of the Total Offer shall be used to deepen FirstBank’s retail infrastructure in Nigeria via the expansion of branch network, strengthen subsidiaries’ capital base to support business growth, expand FirstBank’s capital resources to selectively exploit value creation opportunities in the regional financial markets and elsewhere (particularly Africa, Middle East and Asia), support enlarged operations and broaden its relationship management capabilities.

Utilisation:

The estimated net proceeds of N96 billion from the Total Offer, after deduction of Total Offer costs of N4 billion (estimated at 4% of the Total Offer proceeds), thereof will be utilized as follows:

Purpose N’Million % Gestation Period

Expansion Of Branch Network1 21,930 22.8 24 months

Modernization of Branch Network 12,225 12.7 24 months

Strategic Business development (ATM Rollout, Call Centres, Other Electronic Banking Services channels)

10,280 10.7 18 months

Increase in Equity Investment in Subsidiaries (e.g. FBN Bank (UK) Limited, FBN Mortgages Limited)

11,000 11.5 6 months

Investment in new Subsidiaries 7,000 7.3 9months

Increase in Working Capital 27,140 28.3 Continuous

Expansion and Upgrading of IT Infrastructure - Hardware, Data Warehousing & Other Customer Relationship Management Applications

6,425 6.7 15 months

Total Required 96,000 100.0 1Lagos 74, Ogun 2, Ondo 5, Ekiti 2, Osun 4 Oyo 3, FCT 12, Plateau 6, Kaduna 9, Kano 8, Kogi 5, Kwara 2, Borno 4, Benue 7, Niger 4, Adamawa 8, Bauchi 3, Sokoto 2, Akwa Ibom 5, Abia 5, Cross River 5, Rivers 15, Bayelsa 2, Enugu 14, Ebonyi 1, Edo 4, Anambra 3, Imo 3, Delta 3.


Offer Period:

Opens: Closes:

May 14, 2007 June 21,2007

Market Capitalisation at Offer Price:

Pre-Offer: Post-Offer:

N345,752,179,608 N448,745,704,968* *Inclusive of the Rights Issue

Indebtedness: As at December 31, 2006, the Bank had no outstanding debentures, mortgages, charges or similar indebtedness or material contingent liabilities other than in the ordinary course of business. However the Bank had contingent liabilities in the ordinary course of business amounting to N141,495 million (one hundred and forty one billion, four hundred and ninety five million naira) which comprise acceptances and guarantees. Also contingent liabilities from all suits pending against the Bank are not expected to exceed the sum of N927,927,111 (nine hundred and twenty seven million, nine hundred and twenty seven thousand, one hundred and eleven naira only).

Underwriting: At the instance of the Issuer, the Offer is not underwritten Supplementary Allotment:

In the event of an over subscription, additional shares may be absorbed subject to approval of the Board of FirstBank and the subsequent approval of the SEC. The proceeds of the supplementary allotment will be utilized in the same proportion as the utilization earlier stated.

Offshore Investors:

Offshore investors can participate in the Offer through foreign currency denominated subscription in line with S.17 of the Nigerian Investment Promotion Commission Act, Cap N.117 LFN 2004 and in compliance with rule 209 and 210 of SEC Rules and Regulations and The Nigerian Stock Exchange guidelines on foreign investment through the Nigerian Stock Market. Payment will be domiciled with a correspondent bank of the Receiving Banks, through Bank Transfers or cheque issued for onward remittance to the Receiving Banks, as cash payments in any currency are not allowed for investments in securities. The applicable exchange rate will be the ruling autonomous rate on the date of subscription. The Receiving Banks shall arrange necessary Certificate of Capital Importation for valid subscribers at the conclusion of the Offer.

Status: The shares being offered rank pari passu in all respects with other existing issued ordinary shares in the Bank except that it does not qualify for dividends and/or bonuses for the year ended March 2007.

Quotation: An application has been made to the Council of The Nigerian Stock Exchange for the admission to its Daily Official List the Total Offer of 3,121,015,920 ordinary shares representing the offer for subscription of 1,624,253,238 Ordinary Shares and Offer by way of Rights to existing shareholders of 1,496,762,682 ordinary shares of 50 kobo each.

Preferential Allotment: Conversion of shares into GDR:

A maximum of 649,701,295 shares representing 40% of the Offer size shall be preferentially allotted to High Net Worth Individuals and Institutional Investors. FirstBank commenced the process of opening a Global Depository Receipt (GDR) Program in April 2007 wherein a reputable global depository bank will act as the Global Depositor. In the event that the approvals are obtained, Institutional Investors who have subscribed to the Public Offer may convert their allotted shares to GDR subject to SEC approval.

Summary of the Offer……


Summary of the Offer…… Financial Summary: (Extracted From the Reporting Accountants’ Report)

December 9 months 12 months to

Year ended 31-12-06 31-03-06 31-03-05 31-03-04 31-03-03 31-03-02

N'm N'm N'm N'm N'm N'm Net Operating Income 51,180 57,400 48,700 44,745 44,004 41,618

Profit Before Taxation After Extraordinary Activities 18,794 21,833 16,808 14,853 14,420 6,173Profit after taxation 14,373 17,383 13,234 11,492 10,997 4,777Paid-up Share capital 5,238 2,619 1,976 1,751 1,270 1,016Total assets 740,098 614,840 470,839 384,211 409,083 290,593Net Assets 76,783 62,293 49,805 42,311 27,880 20,202Actual EPS 1.37 3.33 3.35 3.99 4.3 2.35Adjusted EPS 1.37 1.66 1.25 1.11 1.04 0.46Actual DPS 1.00 1.60 1.55 1.50 1.30Adjusted DPS 0.39 0.47 0.40 0.28 0.19

Actual EPS & DPS are based on the number of shares in issue on the balance sheet date. Calculations of adjusted EPS are based on the existing issued and paid up capital of N5,238,669,388 comprising 10,477,338,776 ordinary shares of 50 Kobo each.

Forecast Offer Statistics: (Extracted From The Reporting Accountants’ Report)

Assuming Full Subscription

Year Ended March 31 2007 2008 2009 2010 N'Million N'Million N'Million N'Million

Profit before tax 23,257 34,160 44,438 59,981

Provision for Tax (4,884) (7,174) (9,332) (12,596) Profit after tax 18,373 26,986 35,106 47,385 Dividend (7,861) (16,577) (18,649) (27,628) Transfer to general reserve 6,457 4,407 8,591 9,336 Forecast Earnings per share (Kobo) 175 198 258 348 Forecast Dividend per share (Kobo) 75 122 137 203 Forecast Earnings Yield @ Offer Price (%) 5 6 8 11 Forecast Dividend Yield @ Offer Price (%) 2 4 4 6 Forecast P/E ratio @ Offer price 18 16 13 9

The earnings and dividend per share are based on 10,477,338,776 existing ordinary shares of 50 Kobo each in 2007 and 13,598,354,696 Ordinary shares of 50 kobo each (being the post-offer number of shares expected to be in issue) thereafter.


Assuming Supplementary Allotment In the event of over-subscription and a Supplementary Allotment of 25% thereof, the profit forecast will be as follows:

Year Ended March 31 2007 2008 2009 2010 N'Million N'Million N'Million N'Million Profit before tax 23,257 35,382 45,345 60,307 Provision for Tax (4,884) (7,430) (9,522) (12,664) Profit after tax 18,373 27,952 35,823 47,643 Dividend (7,861) (17,577) (19,774) (26,365) Transfer to general reserve 6,457 4,062 7,873 10,546 Forecast Earnings per share (Kobo) 175 194 249 331 Forecast Dividend per share (Kobo) 75 122 138 183 Forecast Earnings Yield @ Offer Price (%) 5 6 8 10 Forecast Dividend Yield @ Offer Price (%) 2 4 4 6 Forecast P/E ratio @ Offer price 18 16 13 10

The earnings and dividend per share are based on 10,477,338,776 existing ordinary shares of 50 Kobo each in 2007 and 14,378,608,676 Ordinary shares of 50 kobo each (being post-offer number of shares expected to be in issue, including the supplementary allotted shares) thereafter.

The FirstBank group comprises of First Bank of Nigeria Plc and eight wholly-owned subsidiaries namely; FBN Capital Limited, FBN Mortgages Limited, First Funds Limited, First Trustees Limited, First Pension Custodian Limited, First Registrars Nigeria Limited, FBN Insurance Brokers Limited and FBN Bank (UK) Limited.

The Bank also has 37% shareholding in an associate company, Kakawa Discount House Limited.

Central Bank of Nigeria Status Report: (Extracted from CBN letter dated April 30, 2007

The following changes were observed in the audited accounts for the period ended December 31, 2006 and the monthly returns as at March 31, 2007

S/N Items As per approved Accounts at Dec. 31,

2006 (N’M)

As per Monthly Bank Returns at March 31,

2007 (N’M)

Changes (N’M)

% Changes (N’M)

1 Gross Loans & Advances 225.051 162.246 (62.81) (27.9)

2 Total Assets 645.222 774.538 129.316 20.04 3 Total Deposits 497.289 582.884 85.595 17.21 4 Shareholders’ Funds 70.869 58,996 (11.873) (16.75)

Note that the monthly returns as at March 31, 2007 did not incorporate the shareholders’ funds as per the approved accounts since the audited accounts for the period ended December 31, 2006 were recently approved.

Summary of the Offer……

Directors and Other Professional Parties……


DIRECTORS: Alhaji (Dr.) Umaru Abdul Mutallab, (CON) (Chairman) 5A, Club Road Ikoyi Lagos State

Mr. Jacobs M. Ajekigbe (Managing Director/Chief Executive) 35, Marina Lagos

Mr. John O. Aboh (Executive) 35, Marina Lagos

Mrs. Bola Adesola (Executive) 35, Marina Lagos

Prince Ajibola A. Afonja 8, Kamarise Street Araromi Oyo Town, Oyo State

Alhaji Aliyu A. Alkali (mni) 5, Tafawa Balewa Road Kaduna State

Mr. Aderemi W. Babalola (Executive) 35, Marina Lagos

Lt. Gen. Garba Duba (Rtd) 29, Turaki Road G.R.A Kaduna State

Mr. Oye Hassan-Odukale, (MFR) Plot 23, Sanni Tola Sonaiki Close Off Harold Shodipo G.R.A. Ikeja Lagos State

Alhaji Abdullahi Mahmoud 4, Lodge Road Kano State

Mr. Alex C. Otti (Executive) 35, Marina Lagos

Mr. Ayoola O. Otudeko, (OFR) Beulah Gardens P.O.Box 1504 Idi-Isin, Jericho Ibadan Oyo State

Mr. Oladele Oyelola (Executive) 35, Marina Lagos

Mr. Lamido A. Sanusi (Executive) 35, Marina Lagos

Dr. Udo Udo-Aka ( MON) Road 12, Plot 19, VGC Lagos State

COMPANY SECRETARY: Alhaji Tijjani Borodo 35, Marina Lagos

ISSUING HOUSES:

FBN Capital Limited (Lead Issuing House) 16, Keffi Street South West Ikoyi Lagos State

IBTC Chartered Bank Plc (Joint Issuing House) I.B.T.C. Place Walter Carrington Crescent Victoria Island Lagos State



AUDITORS:

Akintola Williams Deloitte 235, Ikorodu Road Illupeju Lagos State

PKF Pannell Kerr Forster Tapa House 3/5, Imam Dauda Street Off Eric Moore Surulere Lagos State

REPORTING ACCOUNTANTS:

PricewaterhouseCoopers Plot 252E, Muri Okunola Street Off Ajose Adeogun Street Victoria Island Lagos State

SOLICITORS TO THE OFFER:

Banwo & Ighodalo 98, Awolowo Road South West Ikoyi Lagos State

Wali-Uwais &Co. 1st Floor Right Wing Afri-Investment House Plot 2669, Aguiyi Ironsi Street Maitama Abuja, FCT

SOLICITORS TO THE BANK:

S. P. A. Ajibade & Co Suite 301, Spaaco House 27A, Macarthy Street Lagos State

REGISTRARS TO THE OFFER:

MERISTEM Registrars Limited 305, Herbert Macaulay Way Yaba Lagos State

RECEIVING BANKERS: Diamond Bank Plc Plot 1261, Adeola Hopewell Street, Victoria Island Lagos State

Guaranty Trust Bank Plc Plot 1669, Oyin Jolayemi Street Victoria Island Lagos State

IBTC Chartered Bank Plc I.B.T.C. Place Walter Carrington Crescent Victoria Island Lagos

Oceanic Bank International Plc Waterfront Plaza 270 Ozumba Mbadiwe Avenue Victoria Island Lagos State

STOCKBROKERS TO THE OFFER:

Premium Securities Limited (Lead Stockbroker) 16, Keffi Street South West Ikoyi Lagos State

BGL Securities Limited Plot 1061, Abagbon Close Off Ologun Agbaje Street Victoria Island Lagos State

BFCL Assets & Securities Limited 5th Floor, UBA House, (5th Floor) 57, Marina Lagos

Falcon Securities Limited 31, Marina (9th Floor) Lagos

Future View Financial Services Ltd Plot 161D, Aufu Taylor Close Off Idejo Street Victoria Island Lagos State



Afrinvest Limited 11/12th Floor Fore shore Towers 2A, Osborne Road Ikoyi Lagos State

Amyn Investment Limited 19th Floor Stock Exchange House 2/4, Customs Street Lagos

Anchoria Investment and Securities Ltd 112, Lewis Street Lagos

APT Securities & Funds Limited 29, Marina Lagos

Calyx Securities Limited Stock Exchange House, (17th Floor) 2/4, Customs Street Lagos

Camry Securities Limited Wesley House 21/22, Marina Lagos

Capital Assets Limited 8th Floor, Bookshop House 50/52, Broad Street Lagos

Capital Bancorp Limited Eleganza Building (11th Floor) 15B, Wesley/Joseph Street Lagos.

Cashcraft Asset Management Ltd Foreshore Towers 2A, Osborne Road Ikoyi Lagos State

Clearview Investments Co. Limited 6th Floor, NCR Building 6, Broad Street Lagos

De-Canon Investments Limited Wesley House (4th Floor) 21/22, Marina Lagos

Denham Management Limited New Africa House 31, Marina Lagos

Dominion Trust Limited Dominion House 207, Igbosere Road Lagos

Dynamic Portfolio Limited Dynamic House Penthouse (2nd Floor) 20, Campbell Street Lagos

Fidelity Union Securities Limited. 36, Adeola Hopewell Street Victoria Island Lagos State

Finmal Finance Services Limited 7th Floor Unity Bank Plc Building CBD-Abuja FCT

Forte Asset Management Limited Medife House (5th Floor) 58/60 Broad Street Marina, Lagos

Forthright Securities ad Investments Ltd. Chartered Bank Building, 19, Martins Street Lagos



Gidauniya Investment & Securities Ltd Kano Foundation Building, 15, Bayero University Kano Road Kano State

Global Asset Management Limited Investment House (2nd Floor) 21/25, Broad Street Lagos

GTI Capital Limited Stock Exchange House, (20th Floor) 2/4, Customs Street Lagos

Heartbeat Investment Limited Wesley House, (7th Floor), 21/22, Marina Lagos

ICMG Securities Limited 8B, Ademola Street South West Ikoyi Lagos State

Integrated Trust & Investment Limited NICON House (3rd Floor) 5, Customs Street Lagos

International Standard Securities Ltd 144A, Association Road Dolphin Estate Ikoyi Lagos State

LB Securities Limited Plot 932, Idejo Street Victoria Island Lagos State

Marriot Securities & Investment Co. Ltd 3rd Floor, Elder Dempster Building 47, Marina Street Lagos. Meristem Securities Limited 124, Norman Williams Street Ikoyi Lagos State

Metropolitan Trust Nigeria Limited 13, Agoro Odiyan Street Off Adeola Odeku Street Victoria Island Lagos State

Mountain Investment & Securities Limited Elder Dempster Building (3rd Floor) 47, Marina Lagos

Mutual Alliance Investments & Securities Ltd Charter House Annex 207B, Ikorodu Road Obanikoro Lagos State

Networth Securities & Finance Limited ED Building 47, Marina Street, (4th Floor) Lagos

Newdevco Finance Services Co. Ltd. Church House 29, Marina Lagos

Nigerian Stockbrokers Limited Knight Frank Building 6th Floor 24, Campbell Street Lagos

Oasis Capital Portfolio Limited Oasis House 298, Ikorodu Road Anthony Lagos State

Profund Securities Limited 7th Floor, PC 1, Engineering Close Off Idowu Taylor Street Victoria Island Lagos State

PSL Limited 2, Odunlami Street (3rd Floor Cathedral House) Lagos



Resano Securities Limited New Niger House Annex, (3rd Floor) 3/4 Tinubu Street Lagos

Resort Securities & Trust Limited 14th Floor St. Nicholas House 6, Catholic Mission Street Lagos

Reward Investments & Services Limited 31, Marina Lagos Rowet Capital Management Limited 29A, Bishop Oluwole Street Victoria Island Lagos.

Santrust Securities Limited 314b, Akin Ogunlewe Street Off Ligali Ayorinde Victoria Island Lagos State

Security Swap Limited. 1st Floor, Okoi Arikpo House, 5, Idowu Taylor Street Victoria Island Lagos State

Signet Investments & Securities Ltd. Signet Suite, Church House 29, Marina Lagos

Strategy & Arbitrage Limited Bull Plaza (20th Floor) 38/39, Marina Lagos

Summit Finance Company Limited. 6, Ajele Street Lagos State

Support Services Limited 19, Tinubu Street Lagos State

Tower Asset Management Limited Suite 6, 2nd Floor (Maina Court) Plot 252A, Herbert Macaulay Way Opposite NNPC Tower Central Area District Abuja, FCT

Trust Yield Securities Limited 20th Floor, NSE House 2/4, Custom Street Lagos

UNEX Securities Limited 3, Biadou Street Off Keffi Street South West Ikoyi Lagos State

Valmon Securities Limited 8th Floor 24, Campbell Street Lagos

Vetiva Capital Management Limited Plot 266B, Kofo Abayomi Street Victoria Island Lagos State


The Chairman’s Letter The following is the text of a letter received by the Issuing Houses; FBN Capital Limited and IBTC Chartered Plc from Alhaji (Dr.) Umaru Abdul Mutallab (CON), Chairman, Board of Directors of FirstBank on the Offer. May 07, 2007 The Directors FBN Capital Limited 16 Keffi Street South West Lagos And The Directors IBTC Chartered Bank Plc I.B.T.C. Place Walter Carrington Crescent Victoria Island Lagos Dear Sirs, FIRST BANK OF NIGERIA PLC – OFFER FOR SUBSCRIPTION OF 1,624,253,238 ORDINARY SHARES OF 50 KOBO EACH AT N33 PER SHARE On behalf of the Directors of FirstBank, I am pleased to provide you with the following information in connection with the Offer for Subscription of 1,624,253,238 Ordinary Shares of the Bank at N33 per share. 1. History & Business of FirstBank

I. Background FirstBank is the oldest commercial bank in Nigeria and West-Africa. The Bank was incorporated as a limited liability company on March 31, 1894, with Head Office in Liverpool, UK by Sir Alfred Jones, a shipping magnate. It started business in the Lagos office of Elder Dempster & Company under the name Bank for British West Africa (BBWA) after acquiring its predecessor, the African Banking Corporation, which was established in 1892. Since then, the Bank has recorded impressive growth, working very closely in its early years with the colonial governments of British West Africa to facilitate the economic development of West Africa by performing the traditional functions of a central bank, such as issue of specie in the British West African colonies before the establishment of the respective nation’s central banks. From a modest beginning in 1894, the Bank’s domestic business network comprised 408 business locations as at March 31, 2007. The Bank has recorded

The Chairman’s Letter……


some milestones in its distinguished history. Apart from being the first bank to be established in British West Africa, it is the first institution to acquire its competitor in West Africa, the African Banking Corporation in 1894. This landmark was reinforced in 2005 with the Bank’s acquisition of its merchant banking subsidiary, FBN (Merchant Bankers) Limited and MBC International Bank Plc, following Central Bank of Nigeria’s inspired consolidation of the banking industry. FirstBank got listed on The Nigerian Stock Exchange (NSE) in March 1971 and has won the NSE’s Annual President’s Merit Award for the best financial report in the banking industry twelve times. In addition, FirstBank has also received the “Banker of the Year 2003” award from a reputable publisher, The Banker Magazine London, the Euromoney Award as the Best Bank in Nigeria in 2004; and the Global Finance award as Nigeria’s best bank and best foreign exchange bank award 3 times consecutively in 2004, 2005 and 2006 in Washington, overall best bank in real sector financing 2006 in Nigeria. In the year ended March 31, 2O06, FirstBank’s core capital and assets plus contingents stood at N59.9 billion (US$ 471.65 million) and N730.8 billion (US$ 5.75 billion) respectively, with pre-tax profit of N21.83 billion (US$ 171.9 million).

II. Business The principal business of the Bank is the provision of wide range of banking services; including corporate banking; retail and consumer banking; corporate finance; treasury & funds management; personal banking; e-banking and investment banking amongst other. With the strength of its diverse operations in the Nigerian financial services industry, the Bank has emerged as the major financial services supermarket in the nation’s financial services industry. FirstBank has in its stable, the one of most easily accessible, and comprehensive range of retail banking products. It is also one of the leading financier of public sector infrastructure developments and corporate investments in Nigeria. In line with the Bank’s mission statement “to remain true to our name by providing the best financial services possible” the Bank will continue to consistently transform itself as it forges ahead in its second century of providing qualitative banking services to the nation while maintaining leadership in a consolidated and more dynamic industry.

III. Products & Services

FirstBank operates universal banking with full range of products covering a wide range of spectrum of the market. Some of these products include: Fund Based

Regular/structured finance International trade finance Treasury products Consumer finance

Fee Based Transactions

Contingent credits International trade/forex Electronic banking/Cards Collection/remittances



Funds Transfer Local International (Western Union)

Liabilities

Local deposits First savings Domiciliary deposits

Commercial Paper It is a short-term credit paper with a variable tenor of up to 180 days. Interest is collected upfront and there is the option of rollover upon maturity. Agricultural Finance From the early days of currency distribution in support of produce trade between West Africa and Europe, to its present status as a financial supermarket, FirstBank's history is rich with solid testimonies of strong commitment to agricultural financing. The bank has two specialized departments - Agriculture and Foods & Special Products, manned by professionals in various agricultural disciplines.

Equipment Leasing This finance option enables the acquisition of equipment of all types without actual purchase. The service is available to individuals and corporate bodies who need fairly expensive equipment but cannot afford outright purchase. At the end of the lease period, the equipment becomes that of the customer. Export Banking & Finance Export Banking & Finance is one of the major products of FirstBank. The Bank receives inward letters of credit for onward delivery to customers, processing and registration of NXP forms and handling of shipping documents for negotiation with overseas banks on behalf of customers. Stock Replacement Facility/Import Finance Foreign exchange to finance the importation of the customer's raw materials is purchased through the Bank for the establishment of letters of credit. This is done by way of commercial papers. Loan Syndication When a corporate customer seeks a considerable capital outlay that may be beyond an individual bank, the Bank normally works with a consortium to pool resources. Bills Discounting This is a re-financing arrangement packaged for the sustenance of trade-creditor customers. This can be customized in respect of all negotiable instruments that show evidence of title to goods or of being owed. U-First This is a suite of retail and consumer loan products designed for individuals and small businesses to enable them meet their business and personal needs. Repayment structure is flexible and in



sync with the best global practices. Below is a listing of all the products contained in the suite, grouped according to target audience:

Consumer Products (For Individuals) • Auto Loans • First Wi-Fi Loans • Household Equipment Loans • Personal Home Loans • Share Purchase Loan • One-Off Temporary O/D Against Salary • Personal Loan Against Salary • Revolving Temporary O/D Against Salary

Retail Products (For Small Businesses) • Asset Acquisition Loan • LPO Finance • Receivables loans • Revenue Loans • Secured Loans & Overdrafts • Cash Covered Bonds & Guarantees

FirstBank MasterCard MasterCard is the fastest growing provider of payment solutions all over the world, and FirstBank has been a principal member of MasterCard International since 1991. FirstBank MasterCard holders in Nigeria will enjoy efficient services worldwide backed by the Bank's solidity, advanced technology and the cover of MasterCard International. FirstBank ValueCard FirstBank ValuCard is an electronic purse which serves as an alternative to cash. This card enables companies and individuals to carry "money" conveniently from one location to the other for settlement of bills and other transactions without the need for physical cash, cheque or draft. It is a stored-value card loaded with value at FirstBank and it enables holders to utilise it at any merchant (vendor) location where PoS (Point-of-Sale) equipment has been installed. The merchant is any business outlet which accepts the ValuCard as a means of payment for goods and services. Every merchant outlet carries the sign "ValuCard Accepted Here" conspicuously. GloFirst CashCard GloFirst is a pre-paid debit card which allows users who do not have bank accounts to perform electronic transactions like bank account holders and debit card users via the Glo Mobile network. Unlike existing debit cards in the market, GloFirst is available to both bank account holders and the non-banking public. This is the first time non-bank account holders will be able to use a payment card. This new product which boosts the country’s electronic payment system can be used for a variety of transactions.



FirstBank Internet Banking All customers need is at least one FirstBank account (savings or current). Depending on your customer status with the bank i.e. Retail or Corporate, they will be able to do the following from the comfort of your home or office, securely via the Internet:

Check account balances See account activity, including uncleared effects View electronic versions of your paper account statements Transfer money between FirstBank accounts Download account information Reorder checks and lots more

FirstBank V-Pay Card The FirstBank V-Pay Card is a Visa branded debit card denominated in naira that gives you on-line real-time access to your account through an ATM or Point of Sale (PoS) terminal for cash withdrawal, purchases, funds transfer etc. It is a chip embedded card with enhanced security that ensures safety of your funds and transactions. FirstBank V-Pay Card is the only V-pay card in Nigeria that offers you the following unique privileges:

up to 30% discount in over 800 shops, supermarkets, restaurants, hotels airlines, travel agents, health clubs, etc in 48 towns and major cities in Nigeria, anywhere you see the ETN Discount' logo*

free hotel reservation services worldwide free information and travel advice worldwide Free classified advert (up to 60 days) on the ETN website for your products or items you

want to sell Increased daily withdrawal limit at the ATM

Telephone Banking Services FirstBank is committed to providing first class banking services through the use of touch-tone phone. With this service, you can carry out transactions quickly and efficiently anytime from any remote location. It enables you to free up time spent in visiting and queuing up in our banking halls. No more restricted banking hours. Western Union Money Transfer Western Union Money Transfer (WUMT) Service enables beneficiaries to receive money sent to them from all over the world. This service is safe, fast, and reliable and money will be available for collection by the receiver immediately after the sender has completed the transaction. The beneficiary does not pay any fees; all fees are paid by the sender.

IV. Our Awards & Ratings FirstBank has won The Nigerian Stock Exchange’s Annual President’s Merit Award for the Best Financial Report in the banking industry twelve times. In addition, FirstBank also received from a reputable publisher, The Banker Magazine “Banker of the Year 2003” Award; the Euromoney Award as the Best Bank in Nigeria in 2004; and the Global Finance award as Nigeria’s best bank and best foreign exchange bank award 3 times consecutively in 2004, 2005 and 2006, overall best bank in real sector financing 2006.



In 2006, Fitch Ratings, an international rating agency assigned the Bank an international (issuer default) rating of “B+” for long and short terms respectively with a stable outlook. It also assigned FirstBank an “A+” long-term and F1” short term rating for local currency issues. In the same year Agusto & Co (a local credit rating agency) assigned “Aa” rating to the Bank. Standard & Poor’s assigned the Bank “BB-” for long term and short term with a stable outlook for the 2005/2006 financial year.

2. Board of Directors The general policy of the Bank is determined by a Board of 15 Directors, who are highly experienced professionals, with unwavering commitment to the highest ideals of service delivery, and I, Dr. Umaru Abdul Mutallab (CON) am the Chairman of the Board. I am a Fellow of both the Association of Chartered and Certified Accountants (FCCA) and the Institute of Chartered Accountants of Nigeria (FCA). I served as a Federal Minister of Economic Development & Reconstruction [1975-1976] and was redeployed as Minister for Cooperatives & Supply [1976-1978]. I, also served as Managing Director & Chief Executive of United Bank for Africa (UBA) from 1980 to 1988. Mr. Jacobs Moyo Ajekigbe, Managing Director & Chief Executive He holds a B.Sc. degree in Agricultural Economics from the University of Ibadan (1975), a Certificate in Investment Planning and Appraisal from the University Of Bradford, UK (1981) as well as an MBA degree in Finance from the University of Lagos (1990). He is a fellow of the Institute of Directors and the Chartered Institute of Bankers, Nigeria. He joined First Bank of Nigeria Plc as a graduate trainee in 1977 and rose through the ranks to become the Managing Director/Chief Executive Officer of the Bank in 2002. His banking experience cuts across Agricultural Financing, Branch Banking Operations, Corporate Banking, Retail and Consumer Banking. Between 1993 and 2000, he served at the London Branch of FirstBank, first as Deputy Manager and later as Branch Manager. He was appointed Executive Director in December 2000, and became Managing Director/Chief Executive Officer on April 22, 2002. Mr. Ajekigbe is the Chairman, Kakawa Discount House Limited. He also sits on the Board of FBN Bank (UK) Limited and First Pension Custodian Limited. He is a member of the Governing Council of the Institute of Directors, Nigeria and of the Governing Council of Financial Institutions Training Centre, Nigeria. Mr. John O. Aboh (Executive) He holds a B.Sc. degree in Finance from University of Nigeria, Nsukka (1980) and MBA in Finance and Accounts from University of Jos (1985). He has attended various professional courses locally and internationally and is an alumnus of Harvard Business School, Boston (AMP 164). A seasoned Banker, Mr. Aboh began his Banking Career in First Bank of Nigeria Plc (1981). He worked in Nigeria Merchant Bank as Credit Analyst before joining Nigeria International Bank Limited and United Bank for Africa Plc, where he rose to the positions of Assistant General Manager and Deputy General Manager & Chief Inspector respectively. Mr. Aboh has extensive experience in banking and has over the years acquired special skills in International Trade Operations, Structured Trade Finance, Project Implementation and Regulatory Interface. He is now Executive Director (Banking Operations & Services) at FirstBank and also sits on the Board of FBN Bank (UK) Limited and FBN Insurance Brokers Limited.



Mrs. Bola Adesola (Executive) A seasoned financial services expert, Bola was until her latest appointment the Managing Director/Chief Executive of Kakawa Discount House Limited, a company she successfully repositioned from an essentially mono-product profile into a multi product enterprise. Most recently, she anchored the expansion of Kakawa’s asset management initiative through the establishment of Kakawa Asset Management Limited. An innovative, energetic and visionary leader, Bola comes on the Board of FirstBank with over 17 quality years of banking experience and exposure both local and internationally. She spent nine years in Citibank Nigeria (Nigeria International Bank, a member of Citigroup). She was also part of the start-up team for Citibank, Tanzania, Dar es Salaam where she served as pioneer Treasurer. Called to the Nigerian Bar in 1985, Bola holds a law degree from the University of Buckingham, UK (1984) and has attended numerous industry-related and personal development courses in Nigeria and overseas. She is an Alumnus of Harvard Business School. An honorary member of the Chartered Institute of Bankers, Nigeria. Bola has served in various capacities in the development of the Nigerian Money Market, the Interbank Settlement Systems and the Discount House sub-sector. She is currently a member Governing Council, Development Policy Council, Ibadan; Member, Nigeria Economic Summit Group, amongst others. She is now Executive Director (Corporate Banking) at FirstBank. Mr. Aderemi W. Babalola (Executive) He holds a B.Sc. degree in Agricultural Economics from the University of Ibadan (1986) and Masters in Banking & Finance from the University of Lagos (1993). Remi Babalola was a Deputy General Manager (DGM) and Divisional Head of Corporate Planning & Group Coordination of FirstBank until his appointment to the Board. He has both brains-on and hands-on experience in organisational renewal, value creation and leadership effectiveness. Remi was a General Manager with Zenith Bank Plc before joining FirstBank in 2001. He has in-depth knowledge and proven achievement in Corporate Strategy, Local and International Banking Operations, Trade Finance, Relationship Management and Credit Analysis. He was once the Financial Controller and Chief Strategist of Zenith Bank. His previous job experiences include a four-year stint with Arthur Andersen. While there, he was responsible for Auditing, Consulting, Training and Development assignments in the Banking and Finance Group. He also had 1½ years stint with PriceWaterhouse. Remi had participated in various courses and programmes in top rated business schools including Stanford, INSEAD, Wharton and London Business School. He is an alumnus of the Lagos Business School. A member of Commonwealth Business Council and World Economic Forum, Remi is an awardee of two prizes from the University of Ibadan, an ICAN prizewinner and NYSC merit Award recipient. He is a fellow of the Institute of Chartered Accountants of Nigeria , an associate member of the Chartered Institute of Taxation of Nigeria, and the Institute of Directors of Nigeria. He is now Executive Director (Lagos & West) at FirstBank. Mr. Oladele Oyelola (Executive) He holds a B.Sc. degree in Accounting from the University of Lagos (1982) and Msc. in Finance from Ahmadu Bello University, Zaria (1985). Until this appointment, Ola was the Chief Internal Auditor of FirstBank, having previously worked in Corporate Banking, as well as Risk & Management Control. He brings passion, focused vision, a delivery mind set, integrity and versatility to bear on his job. Ola has extensive experience in the area of Banking and Business Consulting with strong skills in Relationship Building, Corporate Strategy, Business



Development and Risk Management and Controls spanning over two decades. He started his career with Arthur Anderson (now Accenture) where he acquired varied experience in Control Systems, Corporate Restructuring, Assurance, Performance Improvement Programs and Strategy. His banking career started at International Merchant Bank (IMB) where he worked in the Corporate Banking Division. He joined Diamond Bank as a pioneer staff and worked for almost ten years in various capacities as the Head of Corporate Banking, Regional Manager, Branch Coordinator and General Manager. During this period, he was constantly involved with Strategy Formulation and Execution, Business Development, Corporate Renewal and Risk Management. A fellow of the Institute of Chartered Accountants of Nigeria, member of Chartered Institute of Taxation and a honorary member of Chartered Institute of Bankers. Ola has a Bachelors degree in Accounting from the University of Lagos (1982), and a Master of Science degree specializing in Finance from Ahmadu Bello University, Zaria (1985). He is an Alumnus of Executive Education of several World-Class Business Schools including Stanford Business School, USA,(2004) Wharton Business School,(2005) INSEAD France,(1998) IMD, Lausane, Switzerland (1996), and Lagos Business School (1993), where he was a member and class President of the Pioneer Senior Management Program (SMP – 1). He is now an Executive Director (North) at FirstBank. Alex C. Otti (Executive) Alex graduated from University of Port Harcourt with a first class honors in Economics (1988). He subsequently received an MBA (Marketing) in 1994 from University of Lagos. He started his banking career with Nigeria International Bank Limited, a subsidiary of Citibank where he worked in Operations department. He subsequently moved on to Nigerian Intercontinental Merchant Bank. At Intercontinental, he was at various times in the Treasury and Financial Services department and Corporate Banking. In 1996, he moved to United Bank for Africa Plc where he was overseeing Corporate Banking Sector, South based in Port Harcourt. His major responsibility was the development of the Oil and Gas business for the Bank. In May 2001, he joined FirstBank as an Assistant General Manager with responsibility for Energy Group. In April 2004, he was promoted to Deputy General Manager. He has attended several local and offshore courses. He had gone through the Executive Development Programme of the Columbia Business School, New York and also trained in the prestigious Stanford Business School. He spends his leisure playing squash. Lamido A. Sanusi (Executive) Lamido was General Manager at the United Bank for Africa Plc, where he anchored the transformation of the previous Credit Risk Management Division into an Enterprise-Risk Management sector and spearheaded UBA’s Basel 2 focus by establishing the framework, policies, processes and systems necessary for compliance with the guidelines of the New Capital Accord. He graduated with a Bachelor of Science degree in Economics from Ahmadu Bello University (ABU), Zaria in 1981 and obtained a Masters of Science degree from the same university. He started his career in academics, teaching undergraduate Economics at ABU (1983-1985). He then proceeded to a banking career, first with ICON Limited (Merchant Bankers), where in a period of about seven years he gained wide experience in Issuing House activities, Financial Advisory Services, Privatisation, Debt-Conversion and Credit and Marketing. He joined United Bank for Africa Plc as a Principal Manager and rose to the position of Deputy General Manager (January 2002) and General Manager (March 2005).



Prince Ajibola Afonja Prince Ajibola A. Afonja was appointed to the Board on 24th August, 2005 as a non -Executive Director. A became an associate of the Chartered and Certified Accountant (ACCA) in 1971 and a fellow of the Chartered and Certified Accountants (FCCA) in 1980, he has worked in various capacities such as; Audit Trainee Akintola Williams & Co (Jan -Aug) 1966, John Mowlem & Co Ltd (the 5th largest Construction Group in Europe (1971-74), Director/ General Manager, International Glass Fibre Industries Ltd, Ibadan (1974-79), Chairman/ CEO, Intergrated Dimensional System Ltd, Oyo. His Federal appointments include: Secretary of Labour & Productivity (Interim National Govt) Aug-Nov, 1993 and member, Judicial Commission of Inquiry (Nitel & Mtel). Lt. Gen. Garba Duba (Rtd) Lt. Gen. Duba joined the Nigerian Army in 1962 and held various responsible positions including ADC to Military Governor, Northern Region; Military Governor, Sokoto State (1986) and Commandant, Nigerian Defence Academy (1992). He is a Farmer, Businessman and Chairman, of Northern Nigerian Development Corporation (NNDC). He is a Non-Executive Director of the Bank. Mr. Oye Hassan-Odukale He attended University of Houston, Texas, USA and holds both Bachelors (1980) and Masters degrees in Business Administration (Finance) (1981). He joined SCIB Nigeria & Company (Insurance Brokers) as an Underwriter Officer in 1980. He later joined Leadway Assurance Company Limited in 1981 and held various positions such as Senior Underwriting Officer, Assistant General Manager, Deputy General Manager and Executive Director. He was appointed Managing Director/Chief Executive Officer in 1994. He is a board member of various companies like Prestige Assurance Plc., Adswitch Plc and Globe Reinsurance Company Limited. He is a Non-Executive Director of the Bank. Alhaji Aliyu Adamu Alkali,( mni) Alhaji Alkali, mni, was appointed a Non-Executive Director of the Bank on August 23, 2006. He holds a Masters in Business Administration (MBA) from Bayero University, Kano, (1991) Postgraduate Diploma in Public Administration from the Administrative Staff College of Nigeria (ASCON), Badagry (1990), and HND in Business Studies from Kaduna Polytechnic (1970), among other academic qualifications. He has also attended various professional courses in management, marketing and banking both in Nigeria and abroad and is a Fellow of the Institute of Purchasing & Marketing Administration (IPMA), Institute of Corporate Administration (FCAI) and Institute of Management Consultants (IMC), as well as a Member of Nigerian Institute of Management (MNIM). He is currently the Managing Director/CEO of Northern Nigeria Development Company (NNDC). Alhaji Abdullahi Mahmoud Alhaji Mahmoud has professional Banking and Accountancy qualifications. He has Diploma in Accountancy, ABU [1966], ACCA UK [1973], FCA [1980], FCIB [1992]. He is a Banking and Management enthusiast with almost twenty-five (25) years of considerable experience in both domestic and international banking activities. He has held various responsible positions in different banks, insurance and reputable companies in the country among which are General Manager, United Bank for Africa Plc; Managing Director, African International Bank Limited; and now Group Managing Director, Northern Nigerian Development Company Limited. He is a Non-Executive Director of the Bank.



Mr. Ayoola O. Otudeko (OFR) Mr. Ayoola Oba Otudeko is a Fellow of the Chartered Institute of Bankers, United Kingdom (1964), Institute of Chartered & Corporate Accountants U.K with honors (1968), Institute of Chartered Accountants of Nigeria, and Associate member, Institute of Chartered Secretaries with honours, U. K. He attended Leeds College of Commerce, Leeds Yorkshire, UK 1966-1968 for further studies. He is a seasoned banker and administrator, and served in various Bankers' Committees. He is the Chairman of Honeywell Group Limited, a conglomerate with interest in Oil and Gas, Flour Milling, Real Estate, Engineering, Food and Hospitality. He is also the Chairman of Nigerian South African Chamber of Commerce and President, Nigerian Stock Exchange as well as Chancellor, Ogun State University. He is a Non-Executive Director of the Bank. Dr. Udo Udo-Aka (MON) He obtained a B.Sc degree (Finance and Banking) in 1966 and MBA (International Business) 1966, both at the University of Oregon and later, he bagged a Ph.D degree in Business Administration from the University of Nebraska, Lincoln, USA in 1970. He held responsible positions in several reputable companies and was Associate Professor and Professor in different educational bodies both in the country and abroad. He is a Fellow of International Education, Leadership Development Programme, California, USA, Nigerian Marketing Association and Institute of Personnel Management of Nigeria. Dr. Udo-Aka published several books including The Role of Money and Capital Markets in Economic Development: An Analysis of The Nigerian Experience (1970), and Management for a Dynamic Economy (1980). He is a Non-Executive Director of the Bank. 3. Management and Key Staff Mrs. Mojisola T. Aderinto She holds Diploma in Accountancy from the Ahmadu Bello University, Zaria (1976). She is also a Fellow of the Institute of Chartered Accountants of Nigeria. She joined the service of FirstBank on June 18, 1990 on Manager grade. She had worked in many private accounting firms such as Egunjobi & Suleiman & Co. before joining FirstBank. She also worked with Carnco Food Nigeria Limited as Company Accountant. She has worked as Budget Manager, Head, Domestic Banking Operations before her current appointment as Head, Financial Control Department on Deputy General Manager grade. Mr. Afam C. Azubike He holds an Accounting Diploma from the Institute of Management and Technology, Enugu (1975) and a Bsc Political Science degree from the University of Nigeria, Nsukka, 1979. He joined the Bank in July 1980 and has held various posts including Head, East Administration and Head, Commercial Banking as an Assistant General Manager. He is currently Head, Classified Assets Management as a Deputy General Manager. He has attended many courses in Nigeria and offshore. Mr. Olufemi N. Bakre He transferred his services to FirstBank following the merger between the Merchant Banking Corporation (MBC) Limited and FirstBank. He started his banking career on December 1, 1988. He was a General Manager with MBC International Limited before joining FirstBank in 2005 as a Deputy General Manager. He is the Group Head, Multinationals and Utilities with the Corporate Banking SBU. He holds a Bsc (Finance) and Msc Banking & Finance from University of Lagos in 1987 and 1998 respectively. Mr. Timothy O. Bolade He joined FirstBank as an Officer on December 1, 1978 after obtaining a Bsc (Hons) degree in Sociology from University of Ibadan (1977), MSc Banking & Finance (1993), LLB University of Lagos (2003) and BL (2004). He



later had Bank’s sponsorship to study Msc Banking & Finance at the University of Ibadan in 1993 and recently obtained an LLB & BL in 2004. Before his current appointment as the Bank’s Chief Compliance Officer, Mr. Bolade had worked in Human Resources and headed Credit Risk Management. He is currently a Deputy General Manager. Mr. Tijjani. M. Borodo He holds an LLB from Ahmadu Bello University, Zaria in 1979 & and was called to the bar in 1980. He joined the Ministry of Justice, Kano State in 1979 as a Senior State Counsel and later served as Deputy Director of Public Prosecutions (DDPP). He joined FirstBank in October 1988 as a Regional Legal Manager (North).He is currently a Deputy General Manager and the Company Secretary. Mrs. Mofoluke B. Dosumu She holds a Bsc Accountancy degree from the Obafemi Awolowo University, Ile Ife (1985) and is a fellow of the Institute of Chartered Accountants of Nigeria. Before joining FirstBank in March 20, 2001, she had held several positions of responsibility in the defunct FSB International Bank, 1986 to 1990 and Equitorial Trust Bank Limited, 1999 to 2001 where she rose to the position of AGM (Operations/Treasury). She was engaged on Principal Manager grade in 2001 and has risen to become a Deputy General Manager and Head, Foreign Operations Department. Mr. Aka C. Ezeobele He holds a BSc. (Accounting) degree from the University of Houston, USA in 1978; an MBA (Operations Management) Central State University, Edmund, Oklahoma, USA in 1979 and an Msc (Finance and Management Accounting) from the University of Houston in 1990. He joined the Bank in January 1994 at Principal Manager level and rose to the position of an Assistant General Manager, Business Process Reengineering and later Deputy General Manager, Regional Coordination, Upcountry. He was also Head, Corporate Planning & Group Coordination. He is currently Business Development Manager, Apapa in the Lagos & West Directorate. Mr. Akinwunmi G. Fanimokun He holds a Bsc. Economics degree in 1979 from the University of Ife, an MBA in 1998 from Henley Management College. He joined the Bank in July of 1980 as an Officer and is currently the Head, Public Sector and a Deputy General Manager, Corporate Banking. He has attended courses within Nigeria and abroad. Mrs. Subusola I. Giwa-Amu She holds an LLB degree from the University of Warwick, UK (1985); BL, Nigeria Law School (1986) and MBA from Warwick Business School, UK. Prior to joining FirstBank, she has worked at management levels at the defunct International Merchant Bank, 1987 to 1989 and Ecobank Nigeria Plc where she rose to the position of Assistant General Manager/Head, Consumer Banking Group & Zonal Business Head, Lagos Area. She was engaged by the Bank in March 2001 at Principal Manager grade to head the Private Banking Unit. She later became Assistant General Manager, Commercial Banking and lately Deputy General Manager and Head, Service Quality Management. She is currently the Business Development Manager, Lagos Mainland. She has attended several courses in Nigeria and internationally. Mr. Adamu B. Ibrahim He joined FirstBank from the now defunct A.I.B Bank Limited as a Principal Manager on March 20, 2001. He was the Chief Manager and Head, Corporate Finance Department, A.I.B before crossing over to FirstBank. He holds a Bsc accounting degree from Bayero University, Kano (1986). He was promoted Assistant General



Manager in 2003 and Deputy General Manager in 2006. Prior to his promotion as DGM and appointment as Business Development Manager, kaduna, he was at various times Group Head in the Commercial and later Corporate Banking SBUs. Mr. Eugene U. Iyamah A 1978 graduate of the London School of Economics and Political Science where he earned a Bsc degree in Economics. He joined the Bank in May 1979 as an Officer and served variously as Credit Analyst, Advances Review Manager, Senior Manager (syndication), Head, Oil & Gas etc. He is currently the Group Head (Multinationals & Conglomerates) and is a Deputy General Manger. He has attended many local and international local and International courses. Mr. Festus O. Kukoyi He holds LLB degree from Obafemi Awolowo University, Ife and was called to the Bar in 1976. He enrolled as a Legal Practitioner in the Supreme Court of Nigeria in July 1976. He joined the Bank as a Legal Officer in December 1980, and rose to Head, Legal Services Department as a Deputy General Manager. He has attended several courses in Nigeria and offshore. Mr. Ibrahim. A. Kwagana He worked in Nigeria International Bank Limited and rose to the position of a Deputy General Manager before joining FBN (Merchant Bankers) Limited in 2004. He was the General Manager, Administration before transferring his services to FirstBank as a result of the Business Consolidation exercise. His exposure and varied experience led to his appointment as Chief Internal Auditor of FirstBank effective January 1, 2006. Mr. Kwagana holds Bsc degree in Political Science from Bayero University, Kano in 1977.

Mr. Kehinde A. Lawanson He holds a Bsc (Estate Management) degree from the University of Nigeria, Nsukka in 1981; an MBA (Finance) from the University of Lagos (1985); and an LLB (Hons) from the University of Lagos in 1998. He is an Alumnus of Internal Leadership Academy, United Nations University, Amman, Jordan. He is a member of the Chartered Institute of Bankers of Nigeria (CIBN); Associate member, Nigeria Institute of Estate Surveyors and Valuers (ANIVS) and an Associate member, Nigeria Institute of Management (AMNIM). He joined the Bank in March 2004 as a Deputy General Manager and Group Head, Commercial Banking SBU. He is currently the Group Head, Corporate Banking. He has attended many local and international courses. Mr. Columbus T. Ndifon He holds a Bsc (Hons) Management Studies (Banking & Finance) from the University of Calabar in 1982. He also obtained an MBA of the same institution in 1989. He worked in the defunct ICON Limited (Merchant Bankers) from 1983 before joining the former FBN (Merchant Bankers) Limited as a Deputy Manager in 1990. He rose to the position of Deputy General Manager before joining FirstBank on parallel grade after the consolidation exercise. He is currently the business development Manager, Onitsha II. Mr. Olumide A. Ogundero He holds Bsc degree in Accounting from the University of Lagos in 1981. He is also an Associate of the Institute of Chartered Accountants of Nigeria obtained in 1986. He worked with Deloitte Haskins & Bells (a Chartered Accountants Firm) and Merchant Bank Limited before joining FisrtBank on September 25, 1998 as a Principal Manager. He was at various times Group Heads in our Commercial and Corporate Banking Strategic Banking Units before his recent appointment as the Business Development Manager, Ikeja II.



Mrs. Bernadine A. Okeke A 1978 graduate of Hampton University USA where she earned a Bsc degree in Accounting, she also holds an MBA from Suffolk University in Boston USA obtained in 1981. She joined the Bank in March 2001 as a Principal Manager and Head, Cash Management. She headed the Clients Services Management before moving to head, Training & Development as a Deputy General Manager and later Head, Resources Division. She is currently the Head, Human Capital Management. She has attended many courses both locally and Internationally. Mr. Kayode A. Olatunbosun He holds 1975 Bsc degree in Agric Economics from the University of Ibadan. He joined FirstBank in August 02, 1976 as an Officer. He rose through the ranks holding several positions of responsibility including Branch Operations Manager, Ikeja Industrial Estate Branch and later became the first Regional Coordinator, South. He is currently the Business Development Manager, Lagos Island. He has attended several Courses, Seminars, Workshops, locally and internationally. Mr. Taiwo I. Otiti He holds a Bsc degree of CarletonUniversity, Ottawa, Canada in 1987 and an Msc of Loughborough University of Technology, UK in 1989. He served as Head, Information Technology with the defunct Societe Generale Bank (Nigeria) in General Manager capacity up to June 2001 before joining FirstBank at Assistant General Manager level as Head, Information technology/Support Services. He was promoted Deputy General Manager in April 30, 2002 and is currently overall Head Information Technology Division, a position previously held by an Executive Director. Mr. Francis O. Shobo He holds a Bsc. Political Science degree (1985) from the Obafemi Awolowo University and became a member of the Institute of Chartered Accountants of Nigeria (ICAN) in 1990. He worked in Coopers & Lybrand Chartered Accountants 1989 to 1990, defunct Victory Merchant Bank Limited 1990 to 1992 and MBC International Bank Limited 1992 to 2005 before transferring his services to FirstBank in January 2006 after the merger. He is Group Head, Corporate Banking and a Deputy General Manager. Mrs. Adebisi O. Soluade She holds a Bsc. Economics degree from University of Ibadan (1979). She is a fellow of the Institute of Chartered Accountants of Nigeria (1996). Prior to joining FirstBank, she held several positions of responsibility in the defunct Fountain Trust Bank from 1991 to 2000, which include Head, Financial Services Unit 1993 to 1996; Head, Credit & Risk Management 1991 to 2000 etc. She also had audit work experience with the firms of Akintola William & Co. and Coopers and Lybrand, Lagos. She joined the Bank in March 2001 as a Principal Manager, Internal Audit. She was moved to Head, Treasury & Funds Management outside where she rose to the position of an Assistant General Manager. She later became a Deputy General Manager and Head, Consumer Finance. She is a recipient of many prizes for outstanding academic achievements. She has attended many courses within and outside Nigeria.

4. Premises The Bank’s Head Office is situated at 35, Marina, Lagos. In addition, the Bank also has branches as provided below:



State Location of Property Title Abia 2A, Aba Owerri Road, Aba Leasehold Aba Factory Road, Aba Leasehold 1 Mayne Road, Umuahia Leasehold 2 Asa Road, Aba Leasehold Mkt 117, Faulks Road Leasehold 544 Old PH Road, Alaoji Layout, Aba Leasehold 161 Ikot-Ekpene, Road, Ogbor Hill, Aba Leasehold 122 Ehi Road, Aba Leasehold Amaokwe-Item Br, Bende LGA Leasehold 1, Okwulehie Av. Umuahia Leasehold Adamawa 9 Bank Road, Jemita Leasehold Mayo Belwa Town Leasehold Ganye Town Leasehold Garkida Branch, Near Police Station Leasehold 9, Galadima Aminu Way, Jameta, Yola Leasehold 109, Mubi Road, Jimeta, Yola Leasehold Fufore Branch Leasehold Michika Branch Leasehold Mubi Branch, Ahmadu Bello Way, Mubi Leasehold Gulak Agency Leasehold Hong Branch Leasehold Akwa Ibom Efa Junction, Efa Town Leasehold Essene Town, Ikot abasi LG Leasehold Ikot Ekpene , Esuene Drive Leasehold 1 Oron Road, Uyo Leasehold Mkpai Enie LGA, Ukam Leasehold Ekpene Ukpa Street, Eket Leasehold 83 Uyo Road, Etinan Leasehold 1 Ikot Obong Road, Ikot Abasi Leasehold Anambra 6 Azikiwe Avenue, Awka Leasehold Otuocha Branch, Otuocha LGA Leasehold 40 Iweka Road, Onitsha Leasehold Plot 16, Block 38, Nupe Settlement Leasehold Nimo Town Leasehold 19 New Market Road, Onitsha Leasehold 1 Ibeto Avenue, Nnewi Leasehold Abba branch Leasehold Nkwo Mkt Nnewi Leasehold 2 Catholic Mission Road, Ekwulobia Leasehold Ogbunike (Alternative) Branch Leasehold Uga Cash Centre, Onitsha Leasehold 40 New Mkt Road, Nkpor Leasehold Ogidi-Ezunaka Road Leasehold Ugwu Agba Motor Parts Mkt, Obosi Leasehold Km5 Onitsha Owerri Road, Onitsha Leasehold



Onitsha (Ogbaru Mkt) Branch Leasehold 6 Nwobodo Avenue Onitsha Leasehold Bauchi Nassarawa Road, GRA Leasehold Ningi L.G.A. Burra Leasehold Tafawa Balewa branch, Bununu Road Leasehold Yana Branch, Kano Road Leasehold Toro branch, Near LG Secretariat Leasehold Barkin Gasuwa, Gamawa Leasehold Itas Agency, Yana Leasehold Maiduguri Road, Darozo Town Leasehold Bayelsa 5 Industrial Road Amarata, Yenagoa Leasehold Odi, Yenegoa LGA Leasehold Benue Market Road, Katsina Ala Leasehold New Bridge Road, Makurdi Leasehold Federal Road, Otukpo Leasehold Vandeikya Town Leasehold Naka Branch, Makurdi Leasehold Borno Sir Kashim Ibrahim Road, Maiduguri Leasehold A5 Konduga Low Cost Housing Estate Freehold Maiduguri/Biu Road, Damboa Leasehold Kwajaffa Branch Leasehold Maiduguri Monday Market, Maiduguri Leasehold Ngamdu Agency Leasehold Uba Kumagum , Mubi-Yola Road, Uba Leasehold Cross Rivers Calabar Road Leasehold Calabar EPZ Br, Free Trade Zone Leasehold 105 Oron Road, Oron Leasehold 126 Ndidem Usang Road, Calabar Leasehold Ekori, Yakuri L.G.A. Leasehold Utu Etim Ekpo, Abak Urua Inyang Road Leasehold 19 Okin Osabor Street, Ikom Leasehold Delta Warri Shell Agency Shell Complex, Warri Leasehold Old Lagos/Asaba Road, Agbor Leasehold Nnebisi Road, Asaba Leasehold 41 W/S Road, Warri Leasehold 40 Mkt Road, Ughelli Leasehold 2A Boyo Road, Sapele Leasehold Chichester Road, Sapele Leasehold Effurun PTI Road Branch Leasehold Asaba II Branch Leasehold 142 Old Ughelli Road, Agbargho Leasehold Uneni Qtrs Evwreni, Ughelli Leasehold 4 Warri/Sapele Road, Effurun Leasehold 60 NNPC Housing Estate Road, Ekpan Leasehold 2 Old Mkt Road, Ogwashi-Uku Leasehold Ebonyi Ezzamgbo, Ohankwa LGA Freehold



Water Works Road, Abakaliki Leasehold 3 Ogoja Road, Abakaliki Leasehold 18 Eke Mkt Road, Afikpo Leasehold Edo Ambrose Alli University , Ekpoma Freehold Mkt Road, Eguare, Ekpoma Leasehold 128 Siluko Road, Benin City Freehold Benin Kings , Ring Road, Benin City Leasehold Otaru Road, Auchi Freehold Akpakpava Road Branch Freehold Benin Mission Road branch Leasehold Benin Sakponba Road Branch Leasehold 60 Unity Road, Agbede Leasehold 9 Ubiaja Road, Uromi Leasehold 169 M.M. Way, Benin City Leasehold 30 New Lagos Road, Benin Leasehold 43 Sakponba Road, Benin Leasehold 155 Sapele Road, Benin City Leasehold 189 Ugbowo-Lagos Road, Benin City Leasehold 45 Upper Sakponba Road, Benin City Leasehold 24 Uselu/Lagos Road, Benin City Leasehold Ifon/Ekpoma Road, Sabongida Ora Leasehold 65 Mission Road, Benin City Leasehold 10 Benin/agbor Road, Oregbeni,Benin City Leasehold Ekiti Okeyinmi Street, Ado Ekiti Leasehold Erekesan Mkt, Efon Alaye Freehold Idimisasa Street, Owo Leasehold Odo-Ese Street, Okemesi Leasehold 2 Oke Emure Street Leasehold Iwaro Street, Erijiyan Ekiti Leasehold 25 Temidire Street, Ifaki Ekiti Leasehold 113 Ado Road, Idemo, Ikere Ekiti Leasehold Oba Adeleye Road, Ikole Ekiti Leasehold White House, Oke-Odo St. Ilasa Ekiti Leasehold Enugu 21 Okpara Av. Enugu Leasehold Enugu Learning Centre, 13 Nwodo Close, Enugu Leasehold Ovoko Branch, Ovoko Town Freehold Eha-Alumona Club House Leasehold 1 Bank Road, Emene Leasehold 26 Zik Avenue, UWANI, Enugu Leasehold Inyi Town Leasehold Orba-Udenu LGA Leasehold 47AOld Onitsha Road, 9TH Mile, Ngwo Leasehold 1 Orba Road, Obollo Afor Leasehold 4 University Road, Nsukka Leasehold Enugu New Haven 28 Edenwu St Leasehold Ikem Branch Leasehold



Oji (River) Branch, Enugu Leasehold 116 Enugu Road, Nsukka Leasehold 32 Izziogo Road, Effium Leasehold 94 Ogui Road, Enugu Leasehold Gombe Gombe Branch, Biu Road Leasehold Gombe-Yola Road, Kaltungo Leasehold Imo Akatta Br, Orly LGA Leasehold Owerri Road, Owerri Leasehold Owerri Douglas Road Leasehold Umuowa Branch Leasehold Urualla Branch Leasehold Amaraku Branch Leasehold Nkwo-Agu-Isouchi Branch, Okigwe LGA Leasehold 184 Owerri Road, Okigwe Leasehold Okwelle Branch Leasehold Jigawa Dutse Branch Leasehold Kaduna 14 Bank Road, Kaduna Leasehold Yakubu Gowon Way Leasehold Kaduna South, Kachia Road Leasehold Sokoto Road, Zaria Leasehold Ahmadu Bello Way, Saminaka, Kaduna Leasehold 1 Crescent Road, Zaria Leasehold Zaria Road, Kaduna Leasehold 2 Funtua Road, Kafanchan Leasehold Kaduna (Tudun-Wada) Branch Leasehold Kaduna Central Market Branch Leasehold Kano 10 Lagos Street (Kano Main) Leasehold 595 Club Road Leasehold Dantata Road, Kano (Bompai) Leasehold 15 Fagge Road Leasehold Kano Kofar Ruwa branch Leasehold Kano Dawanu Branch Leasehold 14 Kano Road, Jigawa State Leasehold Kano Mallam Aminu Kano Leasehold Zoo Road, ABI House, Kano Leasehold Kano Baguda Lake Hotel Agency Leasehold Muh'd Abubakar Rimi Market Agency Leasehold Katsina 3 Ibrahim Babangida Road Leasehold Funtua Branch, Sokoto Gusau Road Leasehold Malumfashi Branch, Funtua Road Leasehold Kebbi Birnin Kebbi Branch Premises Leasehold Zuru Branch Premises Leasehold Kogi Road 6, Geregu Camp Freehold Idah road, Ayangba Leasehold Federal Road, Egbe Leasehold Ankpa Road, Abejukolo Leasehold



16 Tafawa Balewa Road, Ankpa Leasehold Isanlu Yagba, Isanlu Oyi Leasehold Bank Road, Itobe Leasehold Makurdi Modern Market Branch Leasehold Aro Quarters, Iyamoye, Omuo Road Leasehold 411 M.M. Road, Lokoja Leasehold Mopa Town Leasehold Oguma branch, Ogunma Town Leasehold Ogori Branch, Ogori Town Leasehold 1 Ado Ibrahim St, Hospital Road, Okene Leasehold Kwara Obodo Road, Off Wahab Falawiyo Road, Ilorin Leasehold Kosubosu Branch Leasehold Lagos Head Office, 35 Marina, Lagos Freehold 20, Burma Road, Apapa Leasehold Abebe Village Road, Iganmu Leasehold 7, Oba Akran Avenue, Ikeja Leasehold Plot 2, Bk.J, Isolo Ind. Estate, Isolo Leasehold B26, Abeokuta Motor Road, Agege Leasehold 1, Burma Road, Apapa Leasehold 128, M.M.Way , Ebute-Metta Leasehold 1-5, Savage Street, Ebute-Metta Leasehold Plot 4A&B, Isolo Ind. Scheme, Isolo Leasehold Tin Can Island Complex, Apapa Leasehold Airport Road, Ikeja Leasehold Ilupeju Bye-Pass, Ilupeju Leasehold Ita-Elewa, Ikorodu Leasehold 2, Lagos Road, Epe Freehold Ibeshe Road, Ikorodu Leasehold 15B, Adeola Odeku Road., Victoria Island Freehold 34, Allen Avenue Ikeja Leasehold 2, Akerele Street, Somolu Freehold Sura Shopping Centre Freehold 17, Itire Road, Surulere Leasehold Agege Main Perm. Branch, Agege Leasehold Mobil Road., Ajegunle Leasehold 32, Commercial Road, Yaba Freehold Ikota Shopping Complex Leasehold 121, Agege Motor Road Leasehold Daleko Mkt, Bank Road, Mushin Leasehold Plot 2, Victoria Garden City, Ajah Leasehold 32 Road, Festac Town Freehold Kofo Abayomi Road, Apapa Leasehold Lagos-Abeokuta Expressway, Abule-Egba Freehold Trade fair Complex Leasehold 188 Ikorodu Road,Somolu Leasehold 39 Ikotun-Idimu Road, Ikotun Leasehold



25 M.M. Int'/ Airport Road, Ajao Estate Leasehold Lekki Phase 1, Lekki Leasehold 4, Mobolaji Bank Anthony Way, Maryland Leasehold 241 Idi Iroko road, Ota, Ogun State Freehold 113, Joseph Dosu Street, Badagry Freehold 4 Keffi Street, S.W. Ikoyi Leasehold Chevron Drive, Lagos Epe Expressway, Lekki Leasehold 46 OBA Akran avenue, Ikeja Leasehold 42 Marina –Lagos Leasehold 214, Broad Street, Lagos Leasehold 1-5, Odunlami Street, Lagos Leasehold First Bank Car Park, Marina, Lagos. Leasehold 66, Mobil Road, Ajegunle Leasehold 58, Allen Avenue, Ikeja Leasehold Falomo Shopping Center Falomo, Ikoyi Leasehold Plot 3, Block F, Ladipo Street, Matori Leasehold 112, Nnamdi Azikiwe Street Leasehold 5, Adeyemo Alakija Street, Victoria Island Leasehold Shop 1 Federal Secretariat, Ikoyi Leasehold 2B, Oregun Road, Oregun Leasehold M.M. International Airport Branch, Ikeja Leasehold Stock Exchange House, 2/4, Custom Street, Lagos Leasehold 243 / 245, Ijora Causeway, Ijora Leasehold 88, Lagos Road, Ikorodu Freehold Plot 7B, Building C, ACME Road, Ogba Leasehold 8/10, Broad Street, Lagos Leasehold Adeniran Ogunsanya Shopping Center, Surulere Leasehold 582, Ikorodu Road, Ketu Leasehold Navy Town - Ojo Leasehold 5, Imam Abibu - Adetoro Street, V/I Leasehold 1, Motorways Avenue, Alausa, Ikeja Leasehold M.M. Airport, Ikeja Leasehold 26, Ilupeju Industrial Avenue, Ilupeju Leasehold Lagos State Abattoir, Oko-Oba, Agege Leasehold Orile-Mile 2 Expressway, Coker Leasehold Ojo Igbede Road, Alaba Leasehold Ajeromi/ Ifelodun L.G. Office, Ajegunle Leasehold Alaba – Rago Leasehold International Trade Fair,(ASPAMDA) Leasehold 28, Berkley Street, Onikan Leasehold 55/57, New Ipaja Road, Akowonjo Leasehold 62, Enu - Owa Street Leasehold Densine Mall, Alaba Leasehold 116, Awolowo Road, Ikoyi Leasehold 53, Offin Street, Oke-Arin Mkt Leasehold 177, Lagos - Abeokuta Exp., Iyana-Ipaja Leasehold



Nickok Best Plaza, Balogun Market, Ojo Leasehold Dopemu Round-About, Dopemu Leasehold 38,Opebi Road, Ikeja Leasehold 471, Agege Motor Road, Oshodi Leasehold 415, Abeokuta Expressway, Oke-Odo Leasehold 205, Idimu Road, Idimu Leasehold 7, Dada Iyalode St. Ojuwoye Mkt, Mushin Leasehold 3, Ago Palace Way, Okota Leasehold 6, Ashabi - Cole Road,Ikeja Leasehold 1, Industrial Road, Olodi – Apapa Leasehold 1 - 15, Dockyard Road, Apapa Leasehold 104, Oshodi-Apapa Expressway Leasehold Investment House, 25 Broad Street Leasehold 8 Taylor Road, Iddo Market Leasehold 10, Alakija St. Jibowu Leasehold 14A, Olowu St. Ikeja Leasehold 1/3 Bakare Street, Isheri Leasehold Lekki-Epe Expressway, Ajah Leasehold 10, Jagunmolu St, Bariga Leasehold Alaba Metal Mkt, Lagos-Badagry Exp.way, Coker Leasehold 32 Creek Road, Apapa Leasehold Plot 8A, Adetokunbo Ademola St. Victoria Island Leasehold 189, Iju Road, Fagba Junction, Agege Leasehold Eko L'Meridien Hotel, Victoria Island Leasehold Igbosere Road, Lagos Island Leasehold Nassarawa Lafia/Jos Road, Lafia, Leasehold Niger Zingeru Road, Bida Leasehold Tegina Road Leasehold 6/7 Trading Plots, By Total Petrol, Kontagora Leasehold 3 Bank Road, Minna Leasehold Zuru Road Leasehold IBB Modern Market, Suleja Leasehold Minna Road, Suleja Leasehold Kuta Branch Leasehold Katcha Branch Leasehold Ogun 95 Obafemi Awolowo Road, Abeokuta Leasehold Onikolobo Road, Abeokuta Leasehold Ilaro Street, Agbara Leasehold Old Benin Road,Ogere Freehold 127, Akarigbo Street, Shagamu Leasehold NNPC/PPMC Complex,Mosinmi Freehold Old Ibadan Road., Ijebu-Ode Leasehold 125, Lagos/ Abeokuta Road., Ota Freehold 26, Abeokuta Road, Ijebu – Ode Leasehold Oke - Oyinbo Quarters, Igbogila Freehold Fed. Secretariat Complex, Abeokuta Leasehold



Ondo 1 Oba Adesida Road, Akure Leasehold 30 Broad Street, Igbokoda Leasehold 1 Mkt Road, Ore Leasehold Agbogbo-Oke Qtrs, Akure Road Leasehold Owani Street, Idoani Leasehold Ilapa Street, Ikare Leasehold 1 Old Motor Park, Ile-Oluji Leasehold 6 Ikese Quarters Leasehold 1A Adedipe Street, Akure Leasehold 1 College Road Leasehold Tisco House, Ado/Owo Road, Akure Leasehold Plot 6, Ijapo Estate, Akure Leasehold Oyagi Quarters, Ikaram Akoko Leasehold Osun Council Road, Ilobu Leasehold 152 Station Road, Oshogbo Leasehold Palace Sq, Oke Oja Freehold 27 lagere Road, Ile-Ife Leasehold Ereja Street, Ilesha Leasehold 117 Station Road, Ede Leasehold Oshogbo Road, Oko Leasehold Mkt sq Inisha Leasehold A59 Oja Street, Ijebu-Ijesha Leasehold Oyo Shop D30, Bola Ige Int'l Mkt, Ibadan Leasehold 48 Molete/Chalenge Road, Ibadan Leasehold Oyo State Secretariat, Ibadan Leasehold Abeokuta Road, Ibadan Leasehold Bodija Mkt, Agodi, Ibadan Leasehold Asogo Street, Oyo Leasehold 90 Amunigun Street, Ibadan Freehold Bank Road, Ibadan Leasehold Akinwale Street, Jackie Sq, Ogbomosho Leasehold Ibadan (Molete) branch Leasehold Ibadan (IITA) Agency Leasehold Ife-Odan Road, Oyo State Leasehold Sango Road, Ajegunle-Saki Leasehold 7 Town Planning Way, Oluyole Industrial Estate Leasehold 59 Iwo Road, Ibadan Leasehold Shop D29 New Gbagi Mkt, Ibadan Leasehold Old Lagos Road, Ibadan Leasehold 4 Abiola Way, Ring Road. Ibadan Leasehold Plateau Blk 25, Low Cost Housing Freehold Bassa Branch Leasehold 31 Bukuru Road Leasehold Mangu Branch, Mangu Leasehold Terminus Bauchi Road, Jos Leasehold Bank Road, Jos Leasehold



Jos Secretariat Branch, 2 Mission Road, Jos Leasehold 2, Bauchi Road Campus, Jos Leasehold Rivers 33 Ikwere Road PH Leasehold 2 Harbour Road, PH Leasehold Trans Amadi, Ind. Layout, PH Leasehold PH (Rumnomasi), Aba ROAD, PH Leasehold 22/24 Aba Road, Port Harcourt Leasehold Ekori, Yakuri LGA, Leasehold PH (Station Road), 11 Okrika Road, Port Harcourt Leasehold 315 PH-Aba Express Way, Port Harcourt Leasehold Obubra Town Cross Leasehold Shell Complex, Port Harcourt Freehold 2 New Road, Bonny Leasehold Plot 346B, Olu Obasanjo Road, Port Harcourt Leasehold Sokoto Sokoto Main Branch Premises Leasehold Sokoto Fodio Branch Premises Leasehold Tambawal Branch Premises Leasehold Ilela Branch Premises Leasehold Maiyama Branch Premises Leasehold Gidan Madi Agency (Sokoto Main) Leasehold Taraba Bambur Branch Leasehold Zing Branch Leasehold Mayo Ndaga Branch Leasehold 29 Hamaruwa way, Jalingo Leasehold Lau Branch Leasehold Kurgwi Branch Leasehold Karim Lamido Branch Leasehold Yobe Gashua Road, Damaturu Leasehold Opp. Mkt Gashua Leasehold Commercial Area Geidam Leasehold Ali Kahtan Road, Nguru Leasehold Ibrahim Alkali Road, Potiskum Leasehold Damagun Agency Freehold Zamfara Gusau Branch Premises Leasehold Shinkafi Branch Premises Leasehold Anka Branch Premises Leasehold Kaura Namoda Branch Premises Leasehold Gunmi Branch Premises Leasehold Kamba Branch Premises Leasehold Bakura Branch Premises Leasehold FCT Abaji Branch Leasehold Abuja Bolingo Hotels, Area 10, Garki Leasehold Abuja Int’l Airport Local Wing Abuja Airport Leasehold Plot 438, Micheal Okpara Road, Zone 5, Wuse Leasehold Russel Centre, Herbert Macaulay Way, Wuse Leasehold Agbedo, Akpanya Leasehold



Abuja Keffi Road, Mararaba, Karu Leasehold Motor Spare Parts Mkt, Zuba, Abuja Leasehold Plot 741 Aminu Kano Crescent, Abuja Leasehold Festival Road, Area 3, Garki Abuja Leasehold No.5 Park Road, Gwagwalada Leasehold Garki 2 Ultra Modern Mkt Branch Leasehold Plot 451, Jos Street, Area 3, Garki Leasehold Plot 777, M. Buhari Way, CBA Leasehold

5. Purpose of the Offer The Total Offer is being undertaken as part of the long-term strategic plan to strengthen the position of the Bank, and put it in a good position to surmount the challenges of the evolving banking industry, both locally and globally. The Total Offer is expected to raise N100 billion through the issuance of 3,121,015,920 new shares made up of a Rights Issue of 1,496,762,682 and an Offer for Subscription of 1,624,253,238 ordinary shares of 50 kobo each at N31 and N33 per share respectively.

The estimated net proceeds of N96 billion from the Total Offer, after deduction of Total Offer costs of N4 billion or 4% of the gross Offer proceeds) will be used to deepen FirstBank’s retail infrastructure in Nigeria, strengthen subsidiaries’ capital base to support business growth, expand FirstBank’s capital resources to selectively exploit value creation opportunities in the regional financial markets and elsewhere (particularly Africa, Middle East and Asia) support enlarged operations and broaden relationship management capabilities.

The utilization of the net proceeds of the Total Offer will be as follows: Purpose N’Million % Gestation Period

Expansion Of Branch Network1 21,930 22.8 24 monthsModernization of Branch Network 12,225 12.7 24 monthsStrategic Business development (ATM Rollout, Call Centres, Other Electronic Banking Services channels)

10,280 10.7 18 months

Increase in Equity Investment in Subsidiaries (e.g. FBN Bank (UK) Limited, FBN Mortgages Limited)

11,000 11.5 6 months

Investment in new Subsidiaries 7,000 7.3 9monthsIncrease in Working Capital 27,140 28.3 ContinuousExpansion and Upgrading of IT Infrastructure - Hardware, Data Warehousing & Other Customer Relationship Management Applications

6,425 6.7 15 months

Total Required 96,000 100.0 1Lagos 74, Ogun 2, ondo 5, Ekiti 2, Osun 4 Oyo 3, FCT 12, Plateau 6, Kaduna 9, Kano 8, Kogi 5, Kwara 2, Borno 4, Benue 7, Niger 4, Adamawa 8, Bauchi 3, Sokoto 2, Akwa Ibom 5, Abia 5, Cross River 5, Rivers 15, Bayelsa 2, Enugu 14, Ebonyi 1, Edo 4, Anambra 3, Imo 3, Delta 3.



6. Working Capital, Profit Forecast & Dividend The Directors of the Bank, having regard to its present financial position and the anticipated proceeds of the Offer, are of the opinion that the Bank will have adequate working capital and sufficient liquidity to meet its immediate and foreseeable obligations and funding requirements. Assuming Full Subscription

Year Ended March 31 2007 2008 2009 2010 N'Million N'Million N'Million N'Million


Provision for Tax (4,884) (7,174) (9,332) (12,596)

Profit after tax 18,373 26,986 35,106 47,385 Dividend (7,861) (16,577) (18,649) (27,628) Transfer to general reserve 6,457 4,407 8,591 9,336 Forecast Earnings per share (Kobo) 175 198 258 348 Forecast Dividend per share (Kobo) 75 122 137 203 Forecast Earnings Yield @ Offer Price (%) 5 6 8 11 Forecast Dividend Yield @ Offer Price (%) 2 4 4 6 Forecast P/E ratio @ Offer price 18 16 13 9

The earnings and dividend per share are based on 10,477,338,776 existing ordinary shares of 50 Kobo each in 2007 and 13,598,354,696 Ordinary shares of 50 kobo each (being the post offer shares expected to be in issue) thereafter. Assuming Supplementary Allotment In the event of over-subscription and a Supplementary Allotment of 25% thereof, the profit forecast will be as follows:

Year Ended March 31 2007 2008 2009 2010 N'Million N'Million N'Million N'Million Profit before tax 23,257 35,382 45,345 60,307 Provision for Tax (4,884) (7,430) (9,522) (12,664) Profit after tax 18,373 27,952 35,823 47,643 Dividend (7,861) (17,577) (19,774) (26,365) Transfer to general reserve 6,457 4,062 7,873 10,546 Forecast Earnings per share (Kobo) 175 194 249 331 Forecast Dividend per share (Kobo) 75 122 138 13 Forecast Earnings Yield @ Offer Price (%) 5 6 8 10 Forecast Dividend Yield @ Offer Price (%) 2 4 4 6 Forecast P/E ratio @ Offer price 18 16 13 10

The earnings and dividend per share are based on 10,477,338,776 existing ordinary shares of 50 Kobo each in 2007 and 14,378,608,676 Ordinary shares of 50 kobo each (being post offer shares expected to be in issue, including the supplementary allotted shares) thereafter.



7. Risk Factors & Mitigants

I Specific Business Risks The successful completion of the consolidation program of the Central Bank of Nigeria has engendered stiffer competition among banks thus posing a great challenge for banks within the industry.

FirstBank has one of the largest capital base in the Nigerian banking sector and is one of the most capitalized company listed on the Nigerian Stock Exchange. The Bank is adequately positioned to meet the challenges of the post consolidated banking sector.

II Sectoral Risks Post consolidation era has created bigger banks with capacity to extend more credit at lower interest rates. This has exacerbated the incidence of thinning interest margins in one of the sector; hence banks are faced with a lower interest rate regime. Also, there has been a persistent glut in money supply in the financial sector. Consequently CBN has continued the phased withdrawal of government funds from the banking system

The Bank over the years has been able to build a customer and deposit base that gives it a competitive edge in extending credit facilities at highly competitive rates, thus making it one of the most profitable bank in Nigeria. Consequently, the Bank has an overwhelming ability to compete and to continue delivering higher returns in real terms to shareholders given its business prospects and strategy.

III Political Risks The youth restiveness and activities of ethnic militias in the Niger Delta has continued to pose a major security challenge to the government with the continuous kidnap of foreign oil workers. Also, the successful conduct of the ongoing transition in government will be a major determinant for charting a new path of economic growth and development for the country.

This risk is adequately mitigated by the diversified customer base and network of FirstBank which will ensure that the Banks interests are not significantly adversely affected.

IV Currency Risks Though the risks created by the frequent changes in the exchange rate of the Naira vis-à-vis other currencies have been relatively reduced over the years, the mismatch still constitutes a source of drain on the profit and loss account of banks.

In order to mitigate this risk, FirstBank has put in place policy guidelines to properly monitor & manage the Bank’s risk profile. In addition, the policy guidelines capture changing circumstances in domestic and international currency markets.

V Economic Risk The current economic reforms of the Federal Government as encapsulated in the National Economic Empowerment and Development Strategy (NEEDS), a subset of which is the on-going reforms in the banking sector, has gone a long way in boosting the image of Nigeria abroad and stabilizing major economic indicators. In addition, the reform agenda has improved the general investment climate in Nigeria evidenced by the Foreign Direct Investment (FDI) influx into the country experienced in the last fiscal year. The country also recently obtained the sovereign rating of BB- stable by Fitch. In the event that the new administration in the country discontinues the current economic reforms, these could cause a reverse of the past economic gains for the country.



The Central Bank of Nigeria has also been very proactive in the management of major economic indicators, part of which is the recent declaration on the change from the minimum rediscount rate (MRR) to the Monetary Policy Rate (MPR) is geared towards linking the prevailing inflation rate to the interest rates charged by banks. Ultimately, this may reduce the rates charged by the banks and thus reduce the cost of doing business. As the rates paid on deposits are also likely to follow the same trend of the MPR, Margins are likely to remain stable – thus the risk is mitigated.

VI Environmental Risk FirstBank is in compliance with all environmental rules and regulations. These standards are constantly updated and enforced by the bank to ensure a safe environment for its staff and customers.

8. Business Prospect & Going Concern Status FirstBank embarked on various projects spanning the various sectors of the economy including Oil & Gas, Agriculture and Telecoms. This was facilitated by the Bank’s recent restructuring of the organization into strategic business units thus grouping units with core competences to carry out their business in a flawless manner.

Standard & Poor’s assigned the Bank “BB-” for long term and short term with a stable outlook for the 2005/2006 financial year.

Fitch Ratings, an international rating agency assigned the Bank an international (issuer default) rating of “B+” for long and short terms respectively in 2006 with a stable outlook. It also assigned FirstBank an “A+” long-term and F1” short term rating for local currency issues, while Agusto & Co (a local credit rating agency) assigned “Aa” rating to the Bank in 2006.

Also, the Bank recently concluded the process of raising US$175 million through Subordinated Callable Notes, which qualify as Tier II capital under the law governing the Nigerian Banking system. The Notes, which have a final maturity of ten years are callable in 2012. The capital raising exercise is part of FirstBank’s long-term strategic objective to strengthen its leading position in the Nigerian banking industry. Merrill Lynch International and FBN Capital Limited acted as Lead arranger and Co-Manager respectively in the transaction.

9. Training, Research & Development FirstBank devotes appreciable resources to staff training and development through both local and foreign facilitation. The Bank expended a total of N2,614,137,000 on training and development in the last three years.

10. Unclaimed Dividend The Bank had no unpaid dividend as at December 31, 2006. The Bank’s unclaimed dividend as at December 31, 2006 was N2,546,949,814.28 held in an account with Oceanic Bank International Plc. In an attempt to pay all unclaimed dividend, the Annual Account for the last financial year was forwarded to all the Bank’s shareholders along with a printed list of unclaimed dividend. 11. Corporate Governance FirstBank recognises the importance of an effective Corporate Governance to corporate and economic performance. Accordingly, the Bank is in compliance with the Code of Corporate Governance of Nigeria. We provide below the extent of compliance by FirstBank with the Code of Best practices on Corporate Governance.:



Responsibility of the Board of Directors The Bank is fully compliant with all the duties and responsibilities stated under Part (A) (B) and (C) of the Code. Composition of the Board The Board is composed of 15 Directors, 8 of whom are non-executive and 7 executive Directors respectively. Board members are professionals and business men with vast experience and credible track records. To enhance corporate governance, Board sub-committees are constituted to help the Board properly assess management reports, proposals and oversight functions and make recommendations to the main Board. Currently, the Board has eight (8) standing committees namely; Executive Committee (EXCO General); Executive Committee, Credit (Exco Credit); Board Credit Committee; Board Tenders Committee; Board Establishment, Discipline & Promotion Committee; Audit Committee; Board Audit & Risk Assessment Committee and Board Nomination & Remuneration Committee, all actively functioning to ensure a balanced decision making process. Chairman and CEO Positions Responsibilities at the top of the Bank are well defined and the Board is not dominated by one individual. The position of the chairman is separate from that of the Chief Executive. The Chairman is not involved in the day-to day operations of the Bank and is not a member of any sub-committee of the Board. Proceedings and frequency of meetings The Board meets regularly at least once in a quarter. Sufficient notices with clear agenda/report are given ahead of such meetings. All Directors have access to the Company Secretary who can only be appointed or removed by the Board and is also responsible to the Board. Non-Executive Directors We confirm that non-executive Directors are of strong background and contribute actively to Board’s deliberation and decision making. The non-executive Directors retire by rotation at the Annual general Meeting every three years and are eligible for re election. Directors-Remuneration The remuneration of CEO is fixed by the Board. The Board Nomination & Remuneration Committee is chaired by a non-executive Director and is composed of other non-executive Directors and Managing Director. Full Disclosure is provided for Directors remuneration. Reporting and Control The Board is responsible for and ensures proper financial reporting as well as establishment of strong internal control procedures. There is in place Board Audit Committee comprising of Executive, non- Executive Directors and representatives of Shareholders. The Audit Committee is chaired by one of the representatives of the shareholders. Shareholders’ Rights & Privileges The Directors ensure that shareholder statutory and general rights are protected at all times . Shareholders are responsible for electing the Directors at Annual General Meetings for which at least notice of 21days have been given before the meeting.



12. Future Developmental Plans The Bank has two broad strategic imperatives for achieving its future development plans: Growth and Modernization. The Bank’s growth strategy hinges on developing an all-inclusive understanding of customer service realities and eliminating impediments to effective service delivery through continued network expansion, product development, mergers & acquisitions and strengthening its global foot print. With regard to modernization, FirstBank plans to improve its infrastructure and IT platform.

Growth: Explore opportunities to maximize group synergies Adopt a multi-product, multi-business growth strategy and seek to enter into new business areas Establish leadership in customer reach Broaden presence in international markets Expand presence in core market segments Participate in and lead alliances to build infrastructure for the industry Establish high impact alliances and venture capital synergies Aggressively build and optimize balance sheet size and structure

Modernizations: Achieve superior customer service delivery through investments in technology Focus on building FBN people Build a performance management culture Improve relationship management Develop a holistic approach to risk management Establish a culture of cost-efficiency Refresh the FirstBank brand

FirstBank’s historical performance clearly confirms the Bank as one of the leading financial services supermarket in the Nigerian financial services industry. We expect to leverage on the sound fundamentals the Bank is built on to continue delivering superior returns to shareholders. I encourage prospective investors to take advantage of the unique opportunity this offer presents to become shareholders of FirstBank.

Yours faithfully, Alhaji (Dr.) Umaru Abdul Mutallab (CON) Chairman


Profit Forecast 1. Independent Assurance Report

March 30, 2007 The Directors First Bank of Nigeria Plc 35 Marina Lagos

and The Directors FBN Capital Limited 16 Keffi Street South West Ikoyi Lagos

and

The Directors IBTC Chartered Bank Plc I.B.T.C. Place Walter Carrington Crescent Victoria Island Lagos

Gentlemen,

We have examined the accompanying profit forecast of FirstBank for the four years ending 31 March 2010 in accordance with the International Standard on Assurance Engagements applicable to the examination of prospective financial information. The Directors of the Bank are solely responsible for the forecast including the set out assumptions on which it is based.

In our opinion the profit forecast has been properly compiled on the basis stated and the basis is consistent with the accounting policies of the Bank. Actual results are likely to be different from the forecast since anticipated events frequently do not occur as expected and the variation may be material.

Further, we emphasise that the forecast information is not intended to, and does not, provide all the information and disclosures necessary to give a fair presentation of the results of the operations of the Bank in accordance with Nigerian Statements of Accounting Standards.

We have no responsibility to update this report for events and circumstances occurring after the date of this report.

Yours faithfully PricewaterhouseCoopers

Profit Forecast


2. Confirmation of Going Concern April 4, 2007 The Directors FBN Capital Limited 16 Keffi Street South West Ikoyi Lagos and The Directors IBTC Chartered Bank Plc I.B.T.C. Place Walter Carrington Crescent Victoria Island Lagos Gentlemen, GOING CONCERN STATUS OF FIRST BANK OF NIGERIA PLC (“THE BANK”) RE: RIGHTS AND PUBLIC OFFER OF 3,121,015,920 ORDINARY SHARES OF 50 KOBO EACH (:”THE TOTAL OFFER”) Based on our review of the past results of the Bank as well as existing operations in our role as Reporting Accountants to the Offer, we confirm that nothing has come to our attention that causes us to believe that the Bank will not continue as a going concern in the next twelve months. Yours faithfully, (Chartered Accountants)

Profit Forecast


Assumptions underlying the forecast financial statements for 2007 to 2010 financial years The bases and principal assumptions used by the Directors in the preparation of the projected financial statements are set out below:

a. Basis of presentation The projected financial statements have been prepared under the historical cost convention and in accordance with the bank's current accounting policies.

b. Political and economic factors Changes in the political and economic climate will not adversely affect the operations of the bank and there will be no significant changes in the Federal Government monetary and fiscal policies that will adversely affect the bank.

c. Interest income The group will earn an average return of 4.63%, 4.64%, 4.55% and 4.53% on its interest bearing assets in 2007, 2008, 2009 and 2010 financial years respectively. Net interest margin is expected to be at 51.34%, 53.86%, 55.29% and 55.86% during each of those financial years respectively.

d. Interest expense The Bank's ratio of interest expense to average deposits will be 1.70%, 2.19%, 2.22% and 2.22% for 2007, 2008, 2009 and 2010 financial years respectively.

e. Provision for loan losses The ratio of loan losses to interest income will be an average 2.61% for the forecast period.

f. Fees, commission and other income Fees, commission and other income as a ratio of gross earnings will be an average of 21.37% for the forecast period

g. Operating expenses Operating expenses are projected to be 49.97%, 43.52%, 42.6% and 39.62% of gross earnings for 2007, 2008, 2009 and 2010 financial years respectively.

h. Taxation The effective corporate tax rate will be 21% per annum.

i. Transfer to reserves 15% of profit attributable to shareholders will be transferred to statutory reserve while 10% will be transferred to reserves for investment in small scale industries.

j. Earnings per share Earnings per share is based on the effective number of shares in issue at the end of each financial year.

k. Dividend A dividend payout of 75k, 120k, 135k and 180k will be made in 2007, 2008, 2009 and 2010 respectively.

l. Total assets and contingencies The bank's total assets and contingents will grow by 21% in 2007, 50% in 2008, 27% in 2009 and 30% in 2010. The growth will be mainly driven by local liabilities generated through the bank's expanded branch network and retail franchise business.

m. Customers The bank will continue to enjoy the goodwill and confidence of present and potential customers

n. Management The quality of the bank's management will be sustained during the forecast period.

o. Public offer subscription The public offer will be over-subscribed by 25%

Profit Forecast


3. The Profit Forecast – Assuming the Offer is Fully Subscribed The Directors estimate that in the absence of unforeseen circumstance, the profit after tax for the years ending March 31, 2007, 2008, 2009 and 2010 will be in the order of N18.37 billion, N26.98 billion, N 35.11 billion, and N47.39 billion as detailed below: Year Ended March 31 2007 2008 2009 2010

N'million N'million N'million N'million

Gross earnings 83,757 117,165 152,753 193,081

Interest income 60,001 91,504 123,906 160,369

Interest expense (16,996) (29,207) (40,114) (53,027)

Net interest margin 43,005 62,297 83,792 107,342

Loan loss expense (1,651) (2,141) (2,629) (3,360)

Commission and other banking income 23,756 25,661 28,847 32,712

65,110 85,817 110,010 136,694

Operating expenses (41,853) (51,657) (65,572) (76,713)


Tax (4,884) (7,174) (9,332) (12,596)

Profit after tax 18,373 26,986 35,106 47,385

Statutory reserve (2,433) (3,601) (4,720) (6,253)

SME reserve (1,622) (2,401) (3,146) (4,168)

Dividend (7,861) (16,577) (18,649) (27,628)

Transfer to general reserve 6,457 4,407 8,591 9,336

Earnings per share (Kobo) 175 198 258 348

Dividend per share (Kobo) 75 122 137 203

Earnings yield (%) 5 6 8 11

Dividend yield (%) 2 4 4 6

Price/earnings ratio 18 16 13 9

The earnings and dividend per share are based on 10,477,338,776 existing ordinary shares of 50 Kobo each in 2007 and 13,598,354,696 Ordinary shares of 50 kobo each (being the post offer shares expected to be in issue) thereafter.

Profit Forecast


4. The Profit Forecast – Assuming Supplementary Allotment However, in the event of over-subscription and assuming a Supplementary Allotment of 25% thereof, the Directors estimate that in the absence of unforeseen circumstance, the impact on the profit after taxation for the years ending March 2007, 2008, 2009 and 2010 will be N18,373 billon, N27,952 billion , N35,823 billion and N47,643 billion respectively as detailed below: Year Ended March 31 2007 2008 2008 2010

N'million N'million N'million N'million

Gross earnings 83,757 118,921 154,256 194,242

Interest income 60,001 93,260 125,409 161,530

Interest expense (16,996) (29,207) (40,114) (53,027)

Net interest margin 43,005 64,053 85,295 108,503

Loan loss expense (1,651) (2,575) (3,085) (3,955)

Commission and other banking income 23,756 25,661 28,847 32,712

65,110 87,139 111,057 137,260

Operating expenses (41,853) (51,757) (65,712) (76,953)


Tax (4,884) (7,430) (9,522) (12,664)

Profit after tax 18,373 27,952 35,823 47,643

Statutory reserve (2,433) (3,787) (4,906) (6,439)

SME reserve (1,622) (2,525) (3,270) (4,292)

Dividend (7,861) (17,577) (19,774) (26,365)

Transfer to general reserve 6,457 4,062 7,873 10,546

Earnings per share (Kobo) 175 194 249 331

Dividend per share (Kobo) 75 122 138 183

Earnings yield (%) 5 6 8 10

Dividend yield (%) 2 4 4 6

Price/earnings ratio 18 16

13 10

The earnings and dividend per share are based on 10,477,338,776 existing ordinary shares of 50 Kobo each in 2007 and 14,378,608,676 Ordinary shares of 50 kobo each (being post offer shares expected to be in issue, including the supplementary allotted shares) thereafter.

Profit Forecast


5. Letter from the Issuing Houses The following is a copy of the letter from the Issuing Houses on the Profit Forecast: May 07, 2007 The Directors First Bank of Nigeria Plc Samuel Asabia House 35, Marina Lagos State Dear Sirs, FIRST BANK OF NIGERIA PLC – OFFER FOR SUBSCRIPTION OF 1,624,253,238 ORDINARY SHARES OF 50 KOBO EACH AT N33 PER SHARE. We write further to the Prospectus issued in respect of the Offer for Subscription of 1,624,253,238. Ordinary shares of 50 Kobo each by FirstBank, the draft of which we have had the privilege of reviewing. The Prospectus contains forecasts of the profits of the Bank for the years ending 31st March, 2007, 2008, 2009 and 2010. We have discussed the bases and assumptions upon which the forecasts were made with you and with PricewaterhouseCoopers, the Reporting Accountants. We have also considered the letter, dated 30 March 2007 from the Reporting Accountants regarding the accounting bases and calculations upon which the forecasts were compiled. Having considered the assumptions made by you as well as the accounting bases and calculations reviewed by PricewaterhouseCoopers, we consider that the forecasts (for which you as Directors are solely responsible) have been made by you after due and careful enquiry. Yours faithfully, For: Issuing Houses Adebayo Adeleke Atedo N. A. Peterside OON MD/CEO, FBN Capital Limited CEO, IBTC Chartered Bank Plc


Financial Information 1. Independent Assurance Report to:

April 04, 2007 The Directors First Bank of Nigeria Plc Samuel Asabia House 35, Marina Lagos And The Directors FBN Capital Limited 16 Keffi Street Ikoyi. S.W. Lagos And The Directors IBTC Chartered Bank Plc I.B.T.C. Place Walter Carrington Crescent Victoria Island Lagos Gentlemen, We report on the financial information set out in our report, which has been prepared for inclusion in the prospectus to be issued in connection with the proposed Rights and Offer for subscription by FirstBank of 3,121,015,920 ordinary shares of 50 kobo each. The financial information is based on the audited financial statements of the bank for the six financial reporting periods ended 31 December 2006 and has been prepared in accordance with the accounting policies set out on page 55-57. The financial statements on which the financial information is based are the responsibility of the Directors of the Bank who approved their issue. The Directors of the Bank are responsible for the contents of the prospectus in which this report is included. We conducted our work in accordance with the International Standard on Review Engagements 2400. This standard requires that we plan and perform the review to obtain moderate assurance as to whether the

Financial Information……


Financial statements are free of material misstatement. A review is limited primarily to inquiries of Bank management and analytical procedures applied to financial data and thus provide less assurance than an audit. We have not performed an audit and, accordingly we do not express an audit opinion. Our work included an assessment of evidence relevant to the amounts and disclosures in the financial information. The evidence included that recorded by Messrs Akintola Williams Deloitte and Messrs Pannell Kerr Forster, the joint auditors, who audited the financial statements underlying the financial information and reported without qualification. As discussed in Note 6.23 to the financial information, the Bank in December 2005, acquired 100% of the issued share capital of MBC International Bank Limited and the minority interest of 36.85% in its erstwhile subsidiary FBN (Merchant Bankers) Limited (FBN MB). The Bank issued its ordinary shares as consideration in both transactions resulting in goodwill of N3.97billion, which was written-off against the share premium account; rather than amortised over a period of not more than 5 years in accordance with Section 21(2) of Schedule 2 of the Companies and Allied Matters Act. Had the bank amortised the goodwill over the maximum period of 5 years, the reported profit before tax of N21.8billion and N18.79billion for the periods ended 31 March 2006 and 31 December 2006 would reduce by N198 million and N595million respectively; and goodwill of N3.77billion and N3.17billion would be carried on the balance sheets as of those respective dates. Based on our review and except for the matters described above, nothing has come to our attention that causes us to believe that the accompanying financial information do not give a true and fair view of the state of affairs of the Bank as at dates stated and of its profits and cash flows for the periods then ended in accordance with accounting principles generally accepted in Nigeria. Yours faithfully PricewaterhouseCoopers Chartered Accountants

Financial Information


2. Statement of Accounting Policies

For Five Years Ended March 31st, 2006 and the nine months ended December 31st, 2006 Statement of Significant Accounting Policies The following are the significant accounting policies adopted by the Bank in the preparation of its financial statements 1. Basis of accounting The accounts are prepared under the historical cost convention as modified by the revaluation of certain land and buildings (own premises only). 2. Basis of consolidation The group financial statements incorporate the financial statements of the Bank and four of its wholly owned subsidiaries; FBN Bank (UK) Limited, First Trustees Nigeria Limited, First Registrars Nigeria Limited and FBN Capital Limited made up to 31 December 2006. The other subsidiaries whose results are considered immaterial have not been consolidated. On January 1, 2006, the Bank acquired FBN (Merchant Bankers) Limited and MBC International Bank Limited. On acquisition, the assets and liabilities of the acquired entities were measured at their fair values at the date of acquisition. Resulting difference between the purchase consideration and the fair value of the identifiable net assets acquired is recognised as goodwill. The results of MBC International Bank Limited and FBN (Merchant Bankers) Limited acquired with effect from 1 January 2006 are included in the bank's financial statements from the date of acquisition. All intra-group transactions, balances, income and expenses are eliminated on consolidation. Investments in Associated Company Investments in associated company are carried in the balance sheet at cost. Profit and losses are eliminated to the extent of the Group's interest in the associated company. 3. Goodwill Goodwill arising on consolidation represents the difference between the cost of acquisition over the Group's interest in the fair value of the net identifiable assets acquired at the date of acquisition. Net goodwill resulting from the acquisition of FBN (Merchant Bankers) Limited and MBC International Bank Limited has been written against share premium 4. Investments a. Quoted investments other than dated securities are stated at the lower of cost and market value. b. Unquoted investments are stated at cost less provision for diminuition in value. c. Dated securities are stated at cost. d. Investments in subsidiaries are stated at cost. 5. Bad and doubtful accounts Loans and advances are stated after the deduction of provisions against debts considered doubtful of recovery. Loans are classified as to performing and non-performing; and are considered non-performing when principal



and/or interest repayment obligations are in arrears for over three months. Specific provisions are made on non-performing accounts as follows: More than 90 days but less than 180 days - 10% 180 days but less than 360 days - 50% 360 days and over - 100% A general provision of 1 % is made on all performing balances in line with the Prudential Guidelines of the Central Bank of Nigeria. 6. Advances under finance lease Advances to customers under finance leases are stated net of unearned income. Lease finance is recognized in a manner, which provides a constant yield on the outstanding net investment over the lease period. In accordance with the Prudential Guidelines for licensed banks, specific provision is made on leases that are not performing while a general provision of at least 1% is made on the aggregate net investment in the finance lease. 7. Fixed assets Fixed assets are stated at cost or valuation less accumulated depreciation. 8. Depreciation Depreciation is provided to write off the cost of fixed assets over their estimated useful lives on a straight line basis at the following annual rates: Freehold buildings - 2% from date of use Leasehold buildings - 2 % for leases of 50 years and above and over expected life in case of leases under 50 years Motor vehicles - 25% Computer equipment - 33.33% Other fixed assets - 20% 9. Foreign currencies Transactions in foreign currencies are recorded in Naira at the rate of exchange ruling at the date of the transactions. Foreign currency balances are converted to Naira at the rate of exchange ruling at the balance sheet date and the resultant difference on conversion is taken to profit and loss account (in respect of own funds) or charged/credited to third parties as appropriate. The Bank's equity investment in FBN Bank (UK) Limited is stated at historical cost in Naira. 10. Taxation Income tax is provided on taxable profit at the current statutory rate. Provision for deferred taxation is made by the liability method and calculated at the current rate of taxation on the differences between the net book value of qualifying fixed assets and their corresponding tax written down value.



11. Retirement benefits The bank operates a defined contribution pension scheme. Employees and the bank each contribute 7.5% of employees' basic salary, housing and transport allowances. The bank's liabilities under this scheme are charged against profits of the year for which they are fall due. Payments are made to Pension Fund Administration companies who are independent of the Bank. 12. Off balance sheet engagements Transactions that are not currently recognized as assets or liabilities in the balance sheet but which nonetheless give rise to credit risks, contingencies and commitments are reported off balance sheet. Such transactions include letters of credit, bonds, guarantees, indemnities, acceptances, trade related contingencies such as documentary credit, etc. Outstanding and unexpired commitments at year end in respect of these transactions are shown by way of a note to the financial statements. Income on off balance sheet engagements is in form of commission which is recognized as and when transactions are executed. 13. Income recognition a) Interest income and interest expense Interest is accrued on daily balances on all assets and liabilities to which interest is applicable. b) Fees, commissions and other income Fees and commissions, where material, are amortized over the life of the related service. Otherwise fees, commissions and other income are recognized as earned upon completion of the related service. c) Investment income This is recognized on an accrual basis and credited to the profit and loss account. d) Lease finance income This is recognised on a basis that provides a constant yield on the outstanding principal over the lease term. 14. Interest Interest on loans and advances is accrued to profit until such a time as reasonable doubt exists about its collectibility. Interest accruing on non-performing accounts is not taken to the profit and loss account until the debt is recovered.



3. Profit & Loss Account

For Five Years Ended March 31st, 2006 and the nine months ended December 31st, 2006 9 months to 31 December 12 months to 31 March

2006 2006 2005 2004 2003 2002 Note N'Million N'Million N'Million N'Million N'Million N'Million Gross earnings 63,709 71,143 57,255 51,318 50,597 46,267 Interest income 6.24 36,611 40,743 36,455 33,301 36,799 33,760 Interest expense 6.25 (12,529) (10,040) (8,555) (6,573) (6,593) (4,649)Net interest income 24,082 30,703 27,900 26,728 30,206 29,111

Other banking income 6.26 27,098

26,697

20,800

18,017

13,798

12,507 51,180 57,400 48,700 44,745 44,004 41,618 Operating expenses 6.27 (30,384) (35,285) (29,461) (26,937) (25,274) (18,587)Bad and doubtful debt expense 6.28 (2,002)

(3,985) (2,431) (2,955) (4,310) (6,164)

Profit on ordinary activities 18,794 18,130

16,808 14,853 14,420 16,867

Exceptional item 6.29 - 3,703 - - - (10,694)Profit before Taxation After exceptional item 18,794

21,833

16,808

14,853

14,420

6,173

Current taxation 6.12 (3,681) (3,720) (3,110) (2,977) (2,903) (1,143)Deferred taxation 6.13 (740) (730) (464) (384) (520) (253)Profit after taxation 14,373 17,383 13,234 11,492 10,997 4,777 Minority interest - - (184) 135 (78) (188)Profit attributable to ordinary shareholders 14,373

17,383

13,050

11,627

10,919

4,589

Appropriations Transfer to statutory reserves 1,817 2,408 1,887 1,664 1,584 680 Transfer to SSI reserve 1,187 1,605 1,558 1,411 1,379 543 Dividend - 5,238 6,325 5,429 3,811 2,642 General reserve 11,369 4,164 3,280 3,114 4,158 723 Transfer to general reserve 14,373

13,415

13,050

11,618

10,932

4,588

Earnings per share: #REF! #REF! #REF! #REF!- Actual (Naira) 1.37 3.33 3.35 3.99 4.30 2.35 - Adjusted (Naira) 1.37 1.66 1.25 1.11 1.04 0.46 Dividend per share (Naira): -

1.00

1.60

1.55

1.50

1.30



4. Balance Sheet

For Five Years Ended March 31st, 2006 and the nine months ended December 31st, 2006 As at Dec As at 31 March 2006 2006 2005 2004 2003 2002 Note N'Million N'Million N'Million N'Million N'Million N'Million Assets Cash and short-term funds 6.01 60,940 50,992 32,856 24,098 21,445 18,066 Due from Banks and other financial institutions 6.02 185,542 169,580 129,281 124,591 185,291 121,768 Bills discounted 6.03 77,421 108,316 105,624 98,848 106,242 63,679 Investments 6.04 112,400 60,875 21,651 17,458 2,952 2,668 Loans and advances 6.05 253,649 177,303 123,739 83,500 60,439 66,384 Advances under finance lease 6.06 2,799 1,701 1,283 - - -Other assets 6.07 31,464 31,851 43,716 24,307 22,193 9,156 Equipment on lease 6.08 - - - 1,316 1,434 676 Fixed assets 6.09 15,883 14,222 12,689 10,093 9,087 8,196 Total assets 740,098 614,840 470,839 384,211 409,083 290,593Liabilities Deposits and current accounts 6.10 553,154 448,915 331,806 225,412 204,128 178,492 Due to other banks 6.11 5,471 323 390 30,079 60,117 111 Taxation payable 6.12 7,286 5,142 4,758 4,700 3,599 1,499 Deferred tax 6.13 3,486 2,746 2,089 1,625 1,241 722 Dividend payable 6.14 - 5,238 6,325 5,429 3,811 2,642 Other liabilities 6.15 93,918 90,183 75,666 74,655 108,307 86,925 Total liabilities 663,315 552,547 421,034 341,900 381,203 270,391 Equity Share capital 6.16 5,238 2,619 1,976 1,751 1,270 1,016 Share premium 6.17 10,756 11,203 10,076 9,856 2,169 2,169 Statutory reserve 6.18 13,175 11,358 8,950 7,063 5,399 3,815 Exchange difference reserve 6.19 3,928 3,343 3,957 3,874 2,836 2,055 General reserve 6.20 33,153 21,805 15,358 12,485 10,132 6,449 Bonus issue reserve 6.21 - 2,619 494 219 254 254 Reserve for small/medium scale industries 6.22 8,154 6,967 5,536 3,978 2,567 1,188 Core capital 74,404 59,914 46,347 39,226 24,627 16,946 Fixed assets revaluation reserve 2,379 2,379 2,379 2,379 2,379 2,379 Shareholders' funds 76,783 62,293 48,726 41,605 27,006 19,325 Minority interest - - 1,079 706 874 877 76,783 62,293 49,805 42,311 27,880 20,202 Liabilities and Equities 740,098 614,840 470,839 384,211 409,083 290,593 Acceptances and guarantees 141,495 115,961 83,407 57,647 55,763 80,316



5. Statement of Cashflow

For Five Years Ended March 31st, 2006 and the nine months ended December 31st, 2006

9 Months to

31 December

12 months to 31 March 2006 2006 2005 2004 2003 2002 Note N’Million N’Million N’Million N’Million N’Million Million Cash flows from operating activities Interest earnings 6.24 36,611 40,743 36,455 33,301 36,799 33,760 Commission and other income 24,514 24,813 16,033 18,017 13,798 12,507 Lease income 308 411 582 - - -Dividend received from associated company 167 - - - - -Recoveries on loans previously written off 2,090 1,436 3,481 - - -Interest expenses (12,529) (10,040) (8,555) (6,573) (6,593) (4,649) Cash payment to employees and suppliers (27,831) (32,036) (27,074) (27,529) (27,285) (33,053) Income tax paid 6.12 (1,537) (3,436) (3,052) (1,876) (803) (1,676) Operating profit before changes in operating assets and liabilities 21,793 21,891 17,870 15,340 15,916 6,889 Changes in operating assets/liabilities Loans and advances (77,737) (60,613) (35,405) (23,061) 5,945 (16,214) Advances under finance lease (1,109) (422) (1,296) - - -Other assets 173 12,435 (19,296) (2,114) (12,980) 4,031 Deposit and current accounts 104,088 116,975 76,705 (14,093) 90,981 23,005 Other liabilities 2,635 14,517 1,011 (28,313) 16,043 41,936 Exchange difference reserve - - - 1,038 781 (683)Long term loan 5,286 - - - - -Net cash from operating activities 55,129 104,783 39,589 (51,203) 116,686 58,964 Cash flows from investing activities Net proceeds from sale of investments - 6,563 - - - -Redemption of dated securities 12,872 434 21 - - -Purchase of fixed assets (4,222) (3,908) (4,989) (2,915) (2,794) (2,059) Exchange difference on fixed assets opening balance - - - (28) (43) -Proceeds from sale of fixed assets 60 103 29 36 22 27 Purchase of equipment on lease - - - (560) (1,408) (491)Purchase of investments (63,586) (41,203) (9,909) (14,506) (284) (2,389) Bills discounted 30,895 (2,692) (6,776) 7,394 (42,563) (23,168)



Net cash from investing activities (23,981) (40,703) (21,624) (10,579) (47,070) (28,080) Cash flows from financing activities Proceeds from issue of shares - 643 227 227 - -Share premium from rights issues - - - 7,687 - -Dividend paid to shareholders (5,238) (6,288) (4,744) (4,179) (2,714) (2,186) Net cash used in financing activities (5,238) (5,645) (4,517) 3,735 (2,714) (2,186) Net increase/(decrease) in cash and cash equivalents 25,910 58,435 13,448 (58,047) 66,902 28,698 Opening cash and cash equivalents 220,572 162,137 148,689 206,736 139,834 111,136 Closing cash and cash equivalents 246,482 220,572 162,137 148,689 206,736 139,834Cash and cash equivalents Cash and short term funds 60,940 50,992 32,856 24,098 21,445 18,066 Due from other banks and financial institutions 185,542 169,580 129,281 124,591 185,291 121,768 246,482 220,572 162,137 148,689 206,736 139,834



6. NOTES TO THE FINANCIAL STATEMENTS BRIEF HISTORY FirstBank was originally incorporated as Bank of British West Africa in 1894 with an authorized share capital of ₤100,000 divided into 10,000 Ordinary shares of ₤10 each. FirstBank was listed on the Nigerian Stock Exchange in March 1971. In 2005, FirstBank acquired its merchant banking subsidiary, FBN (Merchant Bankers) Limited and MBC International Bank Plc, following Central Bank of Nigeria’s inspired consolidation in the banking industry.

6 As at Dec2006 2006 2005 2004 2003 2002

N'Million N'Million N'Million N'Million N'Million N'Million6.01 Cash and short-term funds

Cash 17,877 12,085 6,775 4,297 4,323 4,665 Balances with CBN:

- Cash reserve deposit 22,609 16,307 20,694 14,966 13,549 13,525 - Current account 20,454 22,600 5,387 4,835 3,573 (124)

60,940 50,992 32,856 24,098 21,445 18,066

6.02 Due from other banks and financial institutions

Banks within Nigeria 37,650 39,658 40,234 29,892 20,867 36,914 Banks outside Nigeria 149,103 131,133 89,167 94,724 164,489 84,918

186,753 170,791 129,401 124,616 185,356 121,832 Provision for doubtful amounts (1,211) (1,211) (120) (25) (65) (64)

185,542 169,580 129,281 124,591 185,291 121,768

6.03 Bil ls discounted

Treasury bills 77,421 108,316 105,882 73,267 86,900 39,327 Bankers' acceptance - - - - 5,213 3,847 Trade bills - - - 25,839 14,276 20,872

77,421 108,316 105,882 99,106 106,389 64,046 Provision for doubtful amounts - - (258) (258) (147) (367)

77,421 108,316 105,624 98,848 106,242 63,679 6.04 Investments

.1 Dated Securities (Quoted)Maturing within 1 year:- Federal Government Bonds 18,000 27,819 - - - - - State Governement Bonds 472 623 10 30 - - - Others 21 41 21 - 3 909 Maturing between 1 and 5 years: 266 - Federal Government Bonds 67,067 16,181 10,000 - - - - State Governement Bonds 1,200 1,200 578 - - - - Others 4,040 4,040 80 102 - - Maturing after 5 years- Federal Government Bonds 7,500 - - 10,000 - - - State Governement Bonds 78 - 1,667 2,107 2,050 138 - Equity Funds - - - - - 804

98,378 49,904 12,356 12,239 2,053 2,117 Provision for diminuition in value - (808) (1,025) (1,025) - -

98,378 49,096 11,331 11,214 2,053 2,117

As at 31 March



6 NOTES TO THE FINANCIAL INFORMATION (continued)As at Dec

2006 2006 2005 2004 2003 2002N'm N'm N'm N'm N'm N'm

6.04 Investments (continued) .2 Equities

(a) (Quoted)Portfolio of dealing securities 2,058 1,626 1,671 5,084 260 97 Provision for diminuition in value (253) (256) (22) - (10) (8)

1,805 1,370 1,649 5,084 250 89 (b) (Unquoted)

Vee Networks Limited 2,908 2,908 5,768 - - - Banque Interntionale Du Benin, Cotonou 98 98 98 98 98 98 Onwuka Hi-Tech Industries Limited 5 - - - - - African Export-Import Bank 10 10 10 10 10 10 Consolidated Discounts Limited 15 15 - - - - ValuCard Nigeria Plc 186 186 138 138 138 138 Nigeria Automated Clearing System Plc - 27 34 34 34 34 Nigeria Interbank Settlement System 43 7 - - - - ATM Consortium 59 59 58 - - - Others 1,796 - - - - -

5,120 3,310 6,106 280 280 280 Provision for diminuition in value (288) (283) (98) (98) (98) (98)

4,832 3,027 6,008 182 182 182 .3 Associated company [Unquoted equity]

Kakawa Discount House Limited 74 74 74 74 74 74 .4 Subsidiaries [Unquoted equities]

FBN Bank (UK) Limited - - - - - - FBN Capital Limited - 1,300 - - - - First Pension Custodian Nigeria Limited 2,000 2,000 - - - - FBN (Merchant Bankers) Limited - - - - - - First Trustees Nigeria Limited - - - - - - FBN Mortgages Limited 100 100 100 100 100 - FBN Insurance Brokers Nigeria Limited 15 15 15 15 15 15 First Funds Limited 50 45 45 45 45 -

2,165 3,460 160 160 160 15 .5 Others:

SMIES Investments through:- SME Managers Limited 526 526 431 234 201 191 - SME Partnership Limited 64 64 - - - - - Chase Executive Partners Limited 30 30 - - - - - First Funds Limited 4,494 3,196 1,966 478 - - -Interswitch Limited 32 32 32 32 32 -

5,146 3,848 2,429 744 233 191

112,400 60,875 21,651 17,458 2,952 2,668

As at 31 March




2006 2006 2005 2004 2003 2002N'm N'm N'm N'm N'm N'm

6.05 Loans and advancesa) Summary:

Secured against real estate 44,208 33,548 31,159 25,525 24,675 26,415 Otherwise secured 187,806 154,026 126,603 97,593 71,148 66,928 Unsecured 29,607 4,098 3,922 3,080 3,898 3,858

Gross loans 261,621 191,672 161,684 126,198 99,721 97,201

Provision for loan losses (note 6.05b) (6,860) (10,843) (31,555) (32,724) (30,345) (27,837) Interest in suspense (note 6.05c) (1,112) (3,526) (6,390) (9,974) (8,937) (2,980)

253,649 177,303 123,739 83,500 60,439 66,384 Analysis by performancePerforming 251,917 174,327 122,110 79,823 58,975 63,984 Non Performing 9,704 17,345 39,574 46,375 40,764 33,231

261,621 191,672 161,684 126,198 99,739 97,215b) Provision for loan losses

At 1 April: - Non-performing 9,100 30,313 31,925 29,756 27,197 10,844 - Performing 1,743 1,242 799 589 640 442 Additional provision - Non-performing 2,171 6,073 5,894 5,721 4,835 18,154 - Performing 787 501 443 210 (51) 198 Acquired from: - FBN (Merchant Bankers) Limited - (645) - - - - - MBC International Bank Limited - 2,229 - - - - Recovered during the year (373) (3,882) (3,691) (3,374) (2,045) (1,648) Amounts written-off (6,568) (24,988) (3,815) (178) (231) (153)

6,860 10,843 31,555 32,724 30,345 27,837 i) Provision for loan losses is made up as follows:

Specific 4,330 9,100 30,313 31,925 29,756 27,197 General 2,530 1,743 1,242 799 589 640

6,860 10,843 31,555 32,724 30,345 27,837 c) Interest in suspense:

At 1 April: 3,526 6,390 9,974 8,937 2,980 1,184 Recovered during the year (13) (67) (472) - - -

3,513 6,323 9,502 8,937 2,980 1,184 Acquired during the year from: - FBN (Merchant Bankers) Limited - (27) - - - - - MBC International Bank Limited - 120 - - - - Additions during the year 1,019 14,966 2,766 1,238 6,603 1,819 Written off during the year (3,420) (17,856) (5,878) (201) (646) (23)

1,112 3,526 6,390 9,974 8,937 2,980

As at 31 March




2006 2006 2005 2004 2003 2002N'm N'm N'm N'm N'm N'm

6.06 Advances under finance leaseGross investment (all performing) 3,308 2,010 1,618 - - - Less: Unearned income (481) (292) (322) - - -

2,827 1,718 1,296 - - - Provision for performing accounts (28) (17) (13) - - -

2,799 1,701 1,283 - - - .1 Net investment in finance leases by maturity is:

Over 3 months but within 6 months 94 - 1,618 - - - Over 6 months but within 12 months 241 422 - - - - Over 12 months 2,492 1,296 - - - -

2,827 1,718 1,618 - - - 6.07 Other assets

Prepayments 5,855 5,359 4,169 4,027 3,437 2,159 Accrued income 4,540 1,628 726 2,003 3,214 2,536 Accounts receivable 736 2,142 1,395 673 1,720 4,028 Others 22,096 24,271 39,545 19,836 17,052 1,893

33,227 33,400 45,835 26,539 25,423 10,616 Provision for doubtful amounts (1,763) (1,549) (2,119) (2,232) (3,230) (1,460)

31,464 31,851 43,716 24,307 22,193 9,156

.11,549 2,119 2,232 3,230 1,460 1,449

217 32 885 - 1,770 11 Written off during the year (3) (602) (998) (998) - -

1,763 1,549 2,119 2,232 3,230 1,460 6.08 Equipment on lease

Cost:At 1 April - - 2,617 2,970 2,340 2,267 Additions - - 101 560 1,408 491 Disposals - - (373) (913) (778) (418) Reclassification to loans and advances - - (2,345) - - -

- - - 2,617 2,970 2,340 Depreciation:At 1 April - - 1,301 1,536 1,664 1,175 Charge for the year - - 397 675 634 907 Eliminated on disposals - - (332) (910) (762) (418) Reclassification to loans and advances - - (1,366) - - -

- - - 1,301 1,536 1,664 Net book value - - - 1,316 1,434 676

Arising during the year

As at March

Provision for doubtful amounts

At 1 April



6 NOTES TO THE FINANCIAL INFORMATION (Continued)

As at Dec2006 2006 2005 2004 2003 2002N'm N'm N'm N'm N'm N'm

6.09 Fixed assetsCost:Freehold land and buildings 8,899 8,039 6,402 5,756 4,974 4,871 Leasehold buildings 980 890 654 281 466 466 Vehicles, equipment and other items 23,570 20,574 17,133 13,418 11,676 9,180

33,449 29,503 24,189 19,455 17,116 14,517

Depreciation:Freehold land and buildings 1,257 1,121 1,000 882 780 698 Leasehold buildings 187 187 - - - - Vehicles, equipment and other items 16,122 13,973 10,500 8,480 7,249 5,623

17,566 15,281 11,500 9,362 8,029 6,321 Net book value:Freehold land and buildings 7,642 6,918 5,402 4,874 4,194 4,173 Leasehold buildings 793 703 654 281 466 466 Vehicles, equipment and other items 7,448 6,601 6,633 4,938 4,427 3,557

15,883 14,222 12,689 10,093 9,087 8,196


6.10 Deposits and current accountsIn Nigeria:Demand 275,094 195,274 117,917 93,895 64,610 49,229 Time 76,808 67,336 58,213 31,043 56,609 36,159 Savings 148,241 128,236 104,353 95,638 80,686 69,046

500,143 390,846 280,483 220,576 201,905 154,434 Outside Nigeria:Demand 2,990 5,220 1,267 1,596 2,223 960 Time 50,021 52,849 50,056 3,240 - 23,098

553,154 448,915 331,806 225,412 204,128 178,492

As at March

As at March

During the year ended 31 December 1995, selected land and buildings (own premises only) including those which had been revalued at N1.18 billion on 31 December, 1990, were further professionally revalued at N5.05 billion by Messrs Jide Taiwo & Co. and Diya Fatimilehin & Co., Estate surveyors and valuers on the basis of open market value between a willing seller and buyer. In compliance with the Central Bank of Nigeria's guidelines on recognition of revaluation reserve on own premises, the sum of N1.93 billion was incorporated in the account. This represents the revaluation surplus of N4.29 billion discounted by 55%.

Revaluation of land and buildings is carried out at the discretion of the directors.



6 NOTES TO THE FINANCIAL INFORMATION (Continued)


6.11 Due to other banksIn Nigeria 185 313 380 528 26 - Outside Nigeria 5,286 10 10 29,551 60,091 111

5,471 323 390 30,079 60,117 111

6.12 Taxation .1 Charge

Based on profit for the year 3,424 3,449 2,833 2,763 2,655 1,029 Education tax 257 271 277 214 248 114

3,681 3,720 3,110 2,977 2,903 1,143 .2 Payable

1 April 5,142 4,758 4,700 3,599 1,499 2,032 Charge for the year 3,681 3,720 3,110 2,977 2,903 1,143 Arising on acquisition - 100 - - - -

8,823 8,578 7,810 6,576 4,402 3,175 Payments during the year (1,537) (3,436) (3,052) (1,876) (803) (1,676)

7,286 5,142 4,758 4,700 3,599 1,499

6.13 Deferred taxation .1 Charge

Arising during the year 740 740 464 384 520 253

- (10) - - - - 740 730 464 384 520 253

.2 At 1 April 2,746 2,089 1,625 1,241 721 469 Arising during the year 740 740 464 384 520 253 Arising on consolidation - 1 - - - - No longer required - (10) - - - - Eliminated on acquisition - (74) - - - -

3,486 2,746 2,089 1,625 1,241 722

As at 31 March

Prior years' under provision no longer required



6 NOTES TO THE FINANCIAL INFORMATION (Continued)As at Dec

2006 2006 2005 2004 2003 2002N'm N'm N'm N'm N'm N'm

6.14 Dividend payableProposed for the year - 5,238 6,325 5,429 3,811 2,642

6.15 Other liabilitiesPayable and transfers 13,973 16,027 11,094 12,293 16,213 22,968 Provisions and accruals 1,788 3,787 2,826 5,479 5,668 4,680 Provision for frauds and losses 1,865 1,464 1,159 942 739 617 Deposit for shares 146 - - - - -

17 17 - - - - Clearing balances 28,158 38,786 27,666 27,993 64,879 30,185 Sundry credit balances 42,823 30,020 32,332 27,536 20,586 26,479

93,918 90,183 75,666 74,655 108,307 86,925

6.16 Share capitalNumber 'm Number 'm Number 'm Number 'm Number 'm Number 'm

Authorised20,000 6,000 6,000 6,000 6,000 6,000 N'000 N'000 N'000 N'000 N'000 N'000

10,000 3,000 3,000 3,000 3,000 3,000

Paid-upAt April 1 2,619 1,976 1,751 1,270 1,016 813 Arising during the period:

- 22 5 227 - - - Bonus issues:

2,619 494 219 254 254 203

- 9 1 - - -

- 34 - - - - - Issued as purchase consideration to:

- FBN MB minority shareholders - 20 - - - - - MBC shareholders - 64 - - - -

5,238 2,619 1,976 1,751 1,270 1,016 6.17 Share premium

At 1 April 12,644 10,076 9,856 2,169 1,893 1,893 Arising from the rights issue - 770 220 7,687 - - Consolidation reserve - (286) - - 276 276 Arising from acquisition - 5,305 - - - - Goodwill written off (see note 6.23) - (3,968) - - - - Share of Post Acquisition profits FBN MB 1,441

- (35) - - - - Adjustment on subsidiary (447) (659) - - - - As previously reported 12,197 12,644 10,076 9,856 2,169 2,169 Adjustment:

(1,441) (1,441) - - - - As restated 10,756 11,203 10,076 9,856 2,169 2,169

As at 31 March

Number of ordinary shares of 50

Provision for off balance sheet engagements

Amount of ordinary shares of 50 kobo each

shareholders as part of the scheme of merger

#1 - Reclassification of share Post Acquisition profits in FBN MB

- Rights issue shares cleared by Central Bank of Nigeria (CBN)

- Transfer from bonus issue - Arising on right issue shares

cleared by CBN

'- 1 for 73 bonus per scheme of merger



6 NOTES TO THE FINANCIAL INFORMATION (continued)


6.18 Statutory reserveAt 1 April 11,358 8,950 7,063 5,399 3,815 3,135 Transfer from profit and loss account 1,817 2,408 1,887 1,664 1,584 680

13,175 11,358 8,950 7,063 5,399 3,815

6.19 Exchange difference reserveAt 1 April 3,343 3,957 3,874 2,836 2,055 2,738 Movement during the year 585 (614) 83 1,038 781 (683)

3,928 3,343 3,957 3,874 2,836 2,055

6.20 General reserve

At 1 April 20,364 15,358 12,485 10,132 6,449 6,088 Reserve for bonus issue - (2,619) (494) (219) (254) (254) Dividend from subsidiary - - - (300) (108) (108) Prior year adjustment in respect of:

- (9) (1) - - - - Dividend thereon - (144) (17) - - - Adjustment for reserve of subsidiary (21) (354) 105 (242) (113) - Adjustment:

1,441 1,441 - - - - As restated 33,153 21,805 15,358 12,485 10,132 6,449

6.21 Bonus issue reserveAt 1 April 2,619 494 219 254 254 203 Transfer from general reserve - 2,619 494 219 254 254 Capitalised (2,619) (494) (219) (254) (254) (203)

- 2,619 494 219 254 254 6.22 Small scale industries (SSI) reserve

At 1 April 6,967 5,536 3,978 2,567 1,188 645 Transfer from profit and loss account 1,187 1,605 1,558 1,411 1,379 543 Elimimation on acquisition of FBN (MB) Ltd. - (174) - - - -

8,154 6,967 5,536 3,978 2,567 1,188

- Bonus issue arising from right issue shares cleared by CBN

As at 31 March





6.23 Business combination

a

FBN MB MBC TotalN'm N'm N'm

ASSETSCash and bank balances 5,623 4,248 9,871Short term investments 5,003 2,331 7,334Loans and advances 10,028 14,136 24,164Other assets 284 364 648Advances under finance lease 135 - 135Investment securities 277 128 405Fixed assets 220 1,146 1,366

21,570 22,353 43,923LIABILITIESDeposits (11,246) (16,316) (27,562)Tax payable (74) (72) (146)Other liabilities (2,484) (2,666) (5,150)Loan loss provision and interest in suspense (4,411) (2,350) (6,761)Provision for other assets (85) (207) (292)

3,270 742 4,012

Proportion of assets of FBN MB previously owned (63.15%) (2,065) - (2,065)

1,205 742 1,947Shares issued to:

- (4,108) (4,108)(1,281) - (1,281)

76 3,366 3,442Direct combination expenses 526

Goodwill arising 3,968

- FBN MB minority shareholders - 40,018,990 @N32 per share

In December 2005, the Bank acquired 36.85% and 100% of the issued share capital of FBN (Merchant Bankers) Limited (FBN MB) and MBC International Bank Limited (MBC) respectively and issued its shares as purchase consideration in both cases. Prior to this date, the Bank held 63.15% of the share capital of FBN MB at a cost of N624 million. The net identifiable assets acquired are as follows:

- MBC shareholders (128,392,000 shares @ N32 per share)




9 months to 31 Dec

2006 2006 2005 2004 2003 2002N'm N'm N'm N'm N'm N'm

6.24 Interest earningsBank sources:- Placement with local banks 1,835 1,018 2,671 3,606 5,252 8,037 - Treasury bills 9,396 16,888 16,704 15,403 14,788 11,113

4,833 - - - - - 16,064 17,906 19,375 19,009 20,040 19,150

Non-bank source:- Interest on loans and advances 20,547 22,837 17,080 14,292 16,759 14,610

36,611 40,743 36,455 33,301 36,799 33,760 6.25 Interest expenses

Non-

4,546 3,076 598 757 563 397 - Time deposits 4,981 4,149 5,723 3,952 4,044 2,852 - Savings 2,498 2,749 2,223 1,856 1,977 1,394 - Domiciliary 504 66 11 8 9 6

12,529 10,040 8,555 6,573 6,593 4,649

6.26 Commissions and other income

Commissions and charges 14,073 18,759 12,898 12,888 9,618 9,596 Foreign exchange income 1,608 1,202 1,395 1,047 1,322 988 Dividend 501 87 58 - 251 140 Investment income 7,511 4,412 2,367 1,634 - - Lease income 308 411 582 1,054 824 1,094 Profit on sale of fixed assets 32 - 19 - - - Recoveries on loans previously written off 2,077 1,436 3,481 - - - Commissions on Western Union transactions 869 - - - - - Sundry income 119 390 - 1,394 1,783 689

27,098 26,697 20,800 18,017 13,798 12,507 6.27 Operating expenses

.1 Operating expenses:Charges and expenses 25,621 29,782 25,350 23,746 22,394 16,241 Depreciation of fixed assets 2,553 3,217 2,385 1,799 1,792 1,478 Premium on insurance of deposit liabilities 2,210 2,286 1,726 1,392 1,088 868

30,384 35,285 29,461 26,937 25,274 18,587

- Demand

12 Months to 31 March

- Interest on Federal and State Govt Bonds



6 NOTES TO THE FINANCIAL INFORMATION (continued)9 months to31 Dec 12 months to 31 March2006 2006 2005 2004 2003 2002N'm N'm N'm N'm N'm N'm

6.28 Provision for bad and doubtful accounts

Loans and advances 2,585 2,692 2,388 2,868 2,739 6,010 Other assets 217 32 (112) (998) 1,770 6 Due from banks and other financial institutions - 1,091 120 (40) 1 - Investments (811) 162 22 1,015 - 46 Advances under finance lease 11 8 13 - - - Bills discounted - - - 110 (200) 102

2,002 3,985 2,431 2,955 4,310 6,164

6.29 Exceptional itemsProfit on Sale of shares in Vee Networks Nigeria Limited - 3,703 - - - - Short term bridge finance to IILL written off [See (i) below] - - - - - (10,694)

As previously reported - 3,703 - - - (10,694) ( i )

6.30 Contingent liabilities and commitments

a) Credit related Commitments

As at Dec As at 31 March 2006 2006 2005 2004 2003 2002N'm N'm N'm N'm N'm N'm

Acceptances, guarantees and indemnities 56,242 44,140 49,402 30,795 36,862 52,848 Bonds and performance guarantees 82,106 44,715 34,005 26,852 18,901 27,468 Treasury bills intermediation and other 3,147 27,106 - - - -

141,495 115,961 83,407 57,647 55,763 80,316

b) Legal Proceedings

c) Capital commitments

This charge represents the Naira value of short term bridge finance granted to Investors International London Limited (IILL) toacquire 51% stake in Nigerian Telecommunication Limited under the Federal Government of Nigeria privatisation scheme.However, the company defaulted in making the final payment and therfore forfeited the initial 10% deposit to Bureau for PublicEnterprises. To this effect, the outstanding balance of $91,954,111.52 @ N116.30/$1.00 was classified lost, fully provided for,but without prejudice to recovery efforts.

As at 31 December 2006 the bank had capital commitments of N2.4 billion (31 March 2006 : N2.1 billion) in respect of capitalexpenditure.

As at 31 December 2006 there were legal proceedings outstanding against the bank with contingent liability of N8.6 billion (31March 2006: N6.4 billion). No provision has been made as professional advice indicates that it is unlikely that any significant losswill eventuate

The bank enters into various commitments in the normal course of business which are not reflected on the balance sheet and inrespect of which there are corresponding obligations by customers. These are as follows:



6 NOTES TO THE FINANCIAL INFORMATION (continued)6.31

0 - 90 days 3-12 mont Over 1 year Total N'million N'million N'million N'million

Cash and short-term funds 246,482 - - 246,482 Bills discounted 77,421 - - 77,421 Investments - 18,493 93,907 112,400 Loans and advances 80,140 58,545 114,964 253,649 Advances under finance lease - 335 2,464 2,799 Other 31,464 - - 31,464 Fixed assets - - 15,883 15,883 Total assets 435,507 77,373 227,218 740,098

Deposits and current accounts 349,290 156,199 47,665 553,154 Taxation - 7,286 3,486 10,772 Other liabilities 99,389 - - 99,389

448,679 163,485 51,151 663,315

(13,172) (86,112) 176,067 76,783

6.32 Related party transactions

6.33 Summary of adjustments to the balance 9 months to31 Dec2006 2006 2005 2004 2003 2002N'm N'm N'm N'm N'm N'm

i Share premiumAs previously reported 12,197 12,644 10,076 9,856 2,169 2,169 Adjustments:

(1,441) (1,441) - - - -

As restated 10,756 11,203 10,076 9,856 2,169 2,169

ii General reserveAs previously reported 31,712 20,364 15,358 12,485 10,132 6,449 Adjustments:

1,441 1,441 - - - - As restated 33,153 21,805 15,358 12,485 10,132 6,449

Assets

Liquidity risk - maturities of assets and liabilities as at 31 December 2006


12 months to 31 March

The bank grants credit facilities to companies whose directors are also directors of First Bank of Nigeria Plc at commercial terms. The aggregate amount outstanding on such facilities as at 31 December 2006 was N19.6billion (31 March 2006: N14 billion).

Liabilities


Net liquidity gap

The maturity of assets and liabilities and the ability to replace, at an acceptable cost, interest-bearing liabilities as they mature, are important factors in assessing the liquidity of the bank and its exposure to changes in interest rates and exchange

The matching and controlled mismatching of the maturities and interest rates of assets and liabilities is fundamental to the management of the bank. It is unusual for banks ever to be completely matched since business transacted is often of uncertain term

The table above analyses assets and liabilities of the bank into relevant maturity groupings based on the remaining period at balance sheet date to the contractual maturity date.


Statutory & General Information

13. Incorporation and Share Capital History The Bank was originally incorporated as Bank of British West Africa in 1894 with an authorized share capital of ₤100,000 divided into 10,000 Ordinary shares of ₤10 each. FirstBank was listed on The Exchange in March 1971. In December 2005, FirstBank acquired its merchant banking subsidiary, FBN (Merchant Bankers) Limited and MBC International Bank Plc, following Central Bank of Nigeria’s inspired consolidation in the banking industry. As at December 31, 2006 the Bank had an authorized share capital of N10,000,000,000 and a paid up capital of N5,238,669,388 . The initial share capital on incorporation and subsequent changes therein are as follows: Year Authorised (N) Issued (N) Consideration

Increase Cumulative Increase Cumulative

31-Dec-1973 - 10,000,000 9,700,000 Cash

10-Jun-1975 5,000,000 15,000,000 1,940,000 11,640,000 Bonus

27-Jul-1976 - 15,000,000 2,328,000 13,968,000 Bonus

28-Jul-1977 10,000,000 25,000,000 6,984,000 20,952,000 Bonus

27-Jul-1978 5,000,000 30,000,000 8,381,000 29,333,000 Bonus

28-Dec-1978 10,000,000 40,000,000 - 29,333,000 Nil

26-Jul-1979 10,000,000 50,000,000 14,666,200 43,999,200 Bonus

26-Jul-1980 20,000,000 70,000,000 2,315,747 46,314,947 Cash

03-Jul-1980 - 70,000,000 9,262,990 55,577,937 Bonus

29-Apr-1981 30,000,000 100,000,000 5,557,792 61,135,729 Bonus

29-Apr-1982 50,000,000 150,000,000 - 61,135,729 Nil

16-Apr-1986 - 150,000,000 6,113,574 67,249,303 Bonus

9-Apr-1987 - 150,000,000 13,449,862 80,699,165 Bonus

8-Apr-1988 - 150,000,000 - 80,699,165 Nil

27-Apr-1989 - 150,000,000 - 80,699,165 Stock split from N1.00 to 50 Kobo

26-Apr-1990 - 150,000,000 - 80,699,165 Nil

26-Apr-1991 - 150,000,000 - 80,699,165 Nil

27-Apr-1992 - 150,000,000 - 80,699,165 Nil

29-Apr-1993 - 150,000,000 26,899,721 107,598,886 Bonus

03-May-1994 150,000,000 300,000,000 107,598,882 215,197,768 Bonus

25-Apr-1995 - 300,000,000 53,799,441 268,997,209 Bonus



25-Apr-1996 - 300,000,000 67,249,301 336,246,510 Bonus

22-May-1997 700,000,000 1,000,000,000 100,000,000 436,246,510 Cash

22-May-1997 - 1,000,000,000 84,061,627 520,308,137 Bonus

23-Jul-1998 - 1,000,000,000 130,077,034 650,385,171 Bonus

27-Jul-2000 - 1,000,000,000 162,596,292 812,981,463 Bonus

26-Jul-2001 2,000,000,000 3,000,000,000 203,245,365 1,016,226,828 Bonus

31-Jul-2002 - 3,000,000,000 254,056,705 1,270,283,533 Bonus

31-Jul-2003 - 3,000,000,000 254,056,705 1,524,340,238 Bonus

19-Nov-2003 - 3,000,000,000 254,056,705 1,778,396,943 Cash

19-Aug-2004 - 3,000,000,000 222,299,589 2,000,696,532 Bonus

20-Jun-2005 - 3,000,000,000 500,174,160 2,500,870,692 Bonus

3-Jan-2006 20,009,495 2,520,880,187 FBN PLC SHARES ISSUED IN EXCHANGED FOR MINORITY SHARES IN FBN MB

3-Jan-2006 64,196,005 2,585,076,192 FBN PLC SHARES ISSUED IN EXCHANGED FOR MBC SHARES

3-Jan-2006 34,258,503 2,619,334,694 FBN PLC SHARES ISSUED TO MAJORITY SHAREHOLDERS IN FBN MB ARISING FROM THE CONSOLIDATION

24-Aug-2006

7,000,000,000

10,000,000,000

2,619,334,694

5,238,669,388

Bonus

N.B. The increase of N500,174,160 in 2005 includes the attributable bonus of 17,379,595 shares accruing on 42,780,542 shares (Right Issue of 2003) which was earlier suspended pending investigation but released by CBN vide letter of October 13, 2005.

14. Shareholding Structure As at December 31, 2006, only First Dependants Nigeria Limited, the Managers of the Staff Pension Fund held up to 5% of the issued share capital of the bank.



15. Directors’ Interests The direct and indirect interests of the Directors of FirstBank in the issued share capital of the Bank recorded in the Register of Members as at December 31, 2006 were as follows: Director Holding Percentage Direct Indirect Mutallab Umaru Abdul 9,568,630 168,714,870 1.70% Ajekigbe Jacobs Moyo 5,334,406 0.05% Aboh John Oche 4,546,146 0.04% Duba Garba 7,376,598 0.07% Hassan—Odukale Oyekanmi 140,002 588,536 0.01% Aliyu Adamu Alkali 79,246 0.00% Mahmoud Abdullahi 527,520 0.01% Otudeko Ayoola O. 1,714,038 256,362,006 2.46% Udo-Aka Udo 3,095,282 344,056 0.03% Babalola W. Aderemi 627,860 0.01% Otti Alex 578,802 0.01% Oyelola Oladele 861,012 0.01% Sanusi Lamido 542,204 0.01% Prince Afonja Ajibola A. 103,750 0.00% Adesola H. Omobola 2,732,830 0.03%

16. Indebtedness As at December 31, 2006, the Bank had no outstanding debentures, mortgages, charges or similar indebtedness or material contingent liabilities other than in the ordinary course of business. However the Bank had contingent liabilities in the ordinary course of business amounting to N141,495 million (one hundred and forty one billion, four hundred and ninety five million naira) which comprise acceptances and guarantees. Also contingent liabilities from all suits pending against the Bank are not expected to exceed the sum of N927,927,111 (nine hundred and twenty seven million, nine hundred and twenty seven thousand, one hundred and eleven naira only). 17. Subsidiaries and Associated Companies As at the date of this Offer document, the Bank had the following Subsidiaries and Associated Companies: Subsidiaries: Holding (%) FBN Bank (UK) Ltd 100 FBN Capital Limited 100 FBN Insurance Brokers Limited 100 FBN Mortgages Limited 100 First Funds Limited 100 First Pension Custodian Limited 100 First Registrars Nigeria Limited 100 First Trustees Nigeria Limited 100

Associated company: Kakawa Discount House Limited 37.70



18. Extract from the Memorandum and Articles of Association

EXTRACTS FROM THE MEMORANDUM OF ASSOCIATION

3(o) To borrow or raise money or secure the payment of money by the issue of or upon bonds, debentures stock, bills of exchange, promissory notes or other obligations or securities of the Company, or by mortgage, or charge of all or any part of the property of or rights of the Company, including its uncalled capital, or by sub-mortgage or sub-charge upon any stocks, securities or property mortgaged to or charged in favour of the Company.

EXTRACTS FROM THE ARTICLES OF ASSOCIATION

The following are the relevant extracts from the Bank’s Articles of Association:

SHARE CAPITAL AND VARIATION OF RIGHTS Art 4 Subject to the Act and without prejudice to any special rights previously conferred on the holders of any

existing shares or class of shares, any share in the Company may be issued with such preferred, deferred or other special rights or such restrictions, whether in regard to dividend, voting, return of capital or otherwise as the Company may from time to time by ordinary resolution determine. The Company shall not give, directly or indirectly (and whether by means of a loan, guarantee, the provision of security or otherwise) any financial assistance for the purpose of or in connection with a purchase or subscription made or to be made by any person of or for any shares in the Company or in its holding company, and the Company shall not make a loan for any purpose whatsoever on the security of its shares or those of its holding company, but nothing in this regulation shall prohibit transactions in accordance with the provisions of the Act.

Art 5 Subject to the provisions of Section 122 of the Act any preference shares may, with the sanction of an

ordinary resolution, be issued on the terms that they are, or at the option of the Company are liable, to be redeemed on such terms and in such manner as the Company before the issue of the shares may be special resolution determine.

Art 8 The rights conferred upon the holders of the shares of any class issued with preferred or other rights

shall not, unless otherwise expressly provided by the terms of issue of the shares of that class, be deemed to be varied by the creation or issue of further shares ranking pari passu therewith.

Art 10 Except as required by law, no person shall be recognised by the Company as holding any shares upon

any trust, and the Company shall not be bound by or be compelled in any way to recognise (even when having notice thereof) any equitable, contingent, future or partial interest in any share or any interest in any factional part of a share or (except only as by these regulations or by law otherwise provided) any other rights in respect of any share except an absolute right to the entirety thereof in the registered holder.



CERTIFICATE OF SHARE

Art 12 Every person shall be entitled:

(a) without payment to one certificate for all his shares of each class and when part of the shares comprised in a certificate is sold or transferred to a new certificate for the remainder of the shares so comprised, or

(b) upon payment of such sum, for each certificate, as the Directors shall from time to time

determine, to several certificates, each for one or more of his shares of any class.

Every certificate shall be issued within two months after the allotment of any of its shares and 3 months after a date on which a transfer is lodged (or within such other period as the conditions of issue shall provide) shall be under the seal, shall bear the autographic signature of one Director and the Secretary and shall specify the shares to which it relates and amount paid up thereon, and the distinguishing numbers (if any) PROVIDED that the company shall not be bound to register more than three people as the joint holders of any shares (except in the case of executors or trustees of a deceased member) and in respect of a share held jointly by several persons the Company shall not be bound to issue more than one certificate, and delivery of a certificate for a share to one of several joint holders shall be sufficient delivery to all such holders.

Art 13 If any certificate is worn out or defaced, then, upon delivery thereof to the Directors they may order the

same to be cancelled and may issue a new certificate in lieu thereof, and if any certificate is lost or destroyed then, upon proof thereof to the satisfaction of the Directors may deem adequate being given, and on payment to the Company of any expenses incurred by the Company in investigating the title to the shares or in connection with the proof of such loss or destruction or with such indemnity, a new certificate in lieu thereof may be issued to the persons entitled to the shares represented by such lost or destroyed certificate. The sum as may from time to time be paid to the company for every certificate issued under this Article.

Art 14 The Company shall have a first and paramount lien upon all shares not being fully paid shares held by

any Member of the Company (whether alone or jointly with any other person or persons) and upon all dividends and bonuses which may be declared in respect of such shares for the debts, liabilities or engagements or that Member whether alone or jointly with any other person to the company and even if the period for the payment or discharge or fulfilment thereof may not have expired and whenever the same may have been incurred provided however that such lien shall be limited to the amount respectively unpaid from time to time upon the shares.

Art 15 The Company may sell, in such manner as the Directors think fit any shares on which the

Company has a lien, but no sale shall be made unless a sum in respect of which the lien exists is presently payable, nor until the expiration of fourteen days after a notice in writing, stating and demanding payment of such part of the amount in respect of which the lien exists as is presently payable, has been given to the registered holder for the time being of the share, or to the person entitled thereto by reason of his death or bankruptcy.



CALLS ON SHARES

Art 18 The Directors may from time to time make calls upon the members in respect of any moneys unpaid on

their shares (whether on account of the nominal value of the shares or by way of premium and not by the conditions of allotment thereof made payable at fixed times), and each member shall (subject to receiving at least twenty-ones’ notice specifying the time or times and place of payment) pay to the Company at the time or times and place so specified the amount called on his shares, provided that no call shall exceed one-fourth of the nominal value of the shares or be payable at least one month from the date fixed for payment of the last preceding call. A call may be made payable by instalments and may be revoked or postponed as the Directors may determine.

TRANSFER AND TRANSMISSION OF SHARES

Art 24 The transfer of any share in the Company shall be in writing in the usual or common form and shall be

signed by the transferor and transferee. The transferor shall be deemed to remain the holder of a share until the name of the transferee is entered in the Register of Members in respect thereof. Shares of different classes shall not be transferred on the same instrument of transfer without the consent of the Directors. No fee shall be paid to the Company in respect of the registration of any transfer.

Art 25 The Directors may, refuse to register any transfer of shares not fully paid up or any transfer of a share

on which the Company has a lien or any transfer of, shares, whether fully paid or not, made to an infant or a person of unsound mind. Notice of any refusal to register a transfer or any shares or debentures shall be sent to the transferee within two months after the date on which the transfer was lodged with the Company.

Art 26 The instrument of transfer shall be lodged with the Company accompanied by the certificate of the

shares comprised therein, and such evidence as the Directors may require to prove the title of the transferor and thereupon the transferee shall (subject to the regulations of these Articles) be registered as a member in respect of such share and the instrument of transfer shall be retained by the Company.

Art 27 The executors or administrators of a deceased Member, not being a joint holder, and in the case of the

death of a holder, the survivor or survivors, shall alone be recognised by the Company as having any title to the shares registered in the name of the deceased Member, but nothing herein contained shall be taken to release the estate of a deceased joint holder from any liability on shares held by him jointly with any other person.

Art 28 Subject to the regulations of these Articles any person becoming entitled to a share in consequence of

the death or bankruptcy of a Member shall have the right upon production of the share certificate and such evidence of title as may be required by the Directors either to be registered as a Member in respect of the shares or instead of being registered himself, to make such transfer of the share as the deceased or bankrupt Member could have made, but the Directors shall in either case have the same right to decline or suspend registration as they would have had in the case of a transfer of the share by the deceased or bankrupt Member before the death or bankruptcy.



Art 29 If the person so becoming entitled shall elect to be registered himself he shall sign and deliver or send to the Company such form of notice as the Directors may from time to time prescribe stating that he so elects. If he shall elect to have another person registered he shall testify his election by executing to that person a transfer of the share. All the limitations, restrictions and provisions of these presents relating to the right to transfer and the registration of transfers of shares shall be applicable to any such notice or transfer as aforesaid as if the death, lunacy, bankruptcy or other event had not occurred and the notice or transfer were signed by that member.

ALTERATION OF CAPITAL

Art 43 The Company may by ordinary resolution in general meeting increase the Capital, such increase to be of

such amount and to be divided into shares of such respective amounts, as the resolution shall prescribe. Art 44 The Company may by ordinary resolution in general meeting:

(a) Subdivide its existing shares or any of them into shares of smaller amount than is fixed by the Memorandum of Association (subject however to the provisions of Section 100(c) of the Act and provided always that the resolution sub-dividing any share may provide that as between holders of the shares resulting from such sub-division of one or more of the shares may have such preferred, deferred or other special rights or be subject to such restrictions as may lawfully be resolved.

(b) Consolidate and divide its capital or any part thereof into shares of larger amount than its existing

shares.

(c) Cancel any shares, which at the date of the passing of the resolution have not been taken or agreed to be taken by any person; and the Company may by special resolution (subject to as aforesaid).

(d) Reduce its share capital, any capital redemption reserve fund or any share premium account in any

manner and with, and subject to any incident authorised, and consent required, by law. Art 45 Excepts so far as otherwise provided by the conditions of issue or by these presents any capital raised by

the creation of new shares shall be considered part of the original capital and shall be subject to the provisions herein contained with reference to the payment of calls and installments, transfer and transmission, forfeiture, lien, surrender and otherwise, subject to section 106 of the Act.

GENERAL MEETINGS

Art 48 (1) The Company shall in each year hold a General Meeting as its annual general meeting in addition

to any other meetings in the year, and shall specify the meeting as such in the notices calling it and not more than fifteen months shall elapse between the date of one annual general meeting of the Company and that of the next. Provided that so long as the Company holds its first annual general meeting within eighteen months of its incorporation it need not hold it in the year of its incorporation or in the following year.



(2) The annual general meeting shall be held at such time and place in Nigeria, as the Directors shall appoint.

Art 49 All general meetings other than annual general meetings shall be called extraordinary general meetings. Art 50 The Directors may, whenever they think fit, convene an extraordinary general meeting, and extraordinary

general meetings shall also be convened on such requisition, or, in default, may be convened by such requisitionist, as provided by Section 215 of the Act. If at any time there are not within Nigeria sufficient Directors capable of acting to form a quorum, any Director or any two Members of the Company may convene an extraordinary general meeting in the same manner as nearly as possible as that in which meetings may be convened by the Directors.

NOTICE OF GENERAL MEETINGS

Art 51 Subject to the provision of Section 217 of the Act the notice required for all types of general meetings

from the commencement of this Act shall be twenty-one days. The notice shall be exclusive of the day on which it is served or deemed to be served and of the day for which it is given, and shall specify the place, the day and hour of meeting and, in case of special business, the general nature of that business, and shall be given, in manner hereinafter mentioned or in such other manner, if any, as may be prescribed by the Company in general meeting to such persons as are, under the regulations of the Company, entitled to receive such notices from the Company, provided that a meeting of the Company shall, notwithstanding that it is called by shorter notice than that specified in this regulation, be deemed to have been duly called if it is so agreed.

a. In the case of a meeting called as the annual general meeting, by all the members entitled to

attend and vote thereat; and b. Attend and vote at the meeting, being a majority together holding not less than 95 per cent in

nominal value of the shares giving that right. Art 54 All business shall be deemed special that is transacted at an extraordinary general meeting, and also all

that is transacted at an annual general meeting, with the exception of declaring a dividend, the consideration of the accounts, balance sheets, and the reports of the Directors and auditors, the election of Directors in the place of those retiring and the appointment of, and the fixing of the remuneration of the auditors and the appointment of members of the audit committee which shall be ordinary business.

Art 55 Save as herein otherwise provided, twenty-five members present in person or by proxy shall be a

quorum, and no business shall be transacted at any general meeting unless a quorum of Members is present at the time when the meeting proceeds to business.

Art 56 If within one hour from the time appointed for the meeting a quorum is not present, the meeting, if convened upon the requisition of Members, shall be dissolved, but in any other case it shall stand adjourned to the same day in the next week, at the same time and place or to such other day and at such other time and place as the Directors may determine, and if at the adjourned meeting a quorum is not



present within half an hour from the time appointed for the meeting, the Members present shall be a quorum.

Art 57 The Chairman, if any, of the Board of Directors shall preside as chairman at every general meeting of the

Company, or if there is no such chairman, or if he is not present within one hour after the time appointed for the holding of the meeting or is unwilling to act, the Directors present shall elect one of their number to be Chairman of the meeting.

Art 58 If at any meeting no Director is willing to act as Chairman or if no Director is present within one hour

after the time appointed for holding the meeting, the Members present shall choose one of their number to be Chairman of the meeting.

Art 60(1)At any general meeting a resolution put to the vote of the members shall be decided on a show of hands

unless a poll, the demand for which may be withdrawn, is (before or on the declaration of the result of the show of hands) demanded:

(a) by the chairman where he is a shareholder or proxy; or (b) by at least three Members present in person or by proxy; or

(c) by any Member or Members present in person or by proxy and representing not less than one-tenth

of the total voting rights of all the Members having the rights to vote at the meeting; or

(d) by a Member or Members present in person or by proxy holding shares in the Company conferring a right to vote at the meeting being shares on which an aggregate sum has been paid up equal to not less than one-tenth of the total sum paid up on all the shares conferring that right.

(2)Unless a poll is so demanded, a declaration by the chairman that a resolution has on a show of hands been carried or carried unanimously or by a particular majority, or lost, and an entry to that effect in the book containing the minutes of the proceedings of the Company, shall be conclusive evidence of the fact, without proof of the number or proportion of the votes recorded in favour of, or against, the resolution.

VOTES OF MEMBERS

Art 64 Unless otherwise provided by the Act or any amendment thereto on a show of hands every member

present in person shall have one vote, and on a poll every Member shall have one vote for each share of which he his holder.

Art 65 In the case of joint holders the vote of the senior who tenders a vote, whether in person or by proxy,

shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the names stand in the register of Members.

Art 67 No member shall be entitled to vote at any general meeting unless all calls or other sums presently

payable by him in respect of shares in the Company have been paid.



Art 69 On a poll votes may be given either personally or by proxy. A person entitled to more than one vote need

not use all his votes or cast all the votes he uses in the same way. Art 70 (1) The instrument appointing a proxy shall be in writing under the hand of the appointor or of his

attorney duly authorised in writing or, if the appointor is a corporation, either under seal, or under the hand of an officer or attorney duly authorised.

(2) A proxy need not be a Member of the Company

Art 71 The instrument appointing a proxy and the power of attorney or other authority, if any, under which it is

signed or a notarially certified copy of that power or authority shall be deposited at the Registered Office at least forty-eight hours before the time for holding the meeting at which the proxy is to have power to attend and vote, and in default the instrument of proxy shall not be treated as valid.

Art 72 An instrument appointing a proxy shall be in writing in any usual or common form or in any other form,

which the Directors may accept. Art 73 The instrument appointing a proxy shall be deemed to confer authority to demand or join in demanding

a poll. Art 74 A vote given in accordance with terms of an instrument of proxy shall be valid notwithstanding the

previous death, insanity, bankruptcy or other loss of capacity of the principal or revocation of the proxy or of the authority under which the proxy was executed or the transfer of the share in respect of which the proxy is given provided that no intimation in writing of such death, insanity, bankruptcy or other loss of capacity, revocation or transfer as aforesaid shall have been received by the Company at the Registered Office before the commencement of the meeting or adjourned meeting at which the proxy is used.

DIRECTORS

Art 76 Unless and until otherwise provided by the Company in general meeting, the Directors shall be not less

than seven and not more than fifteen in number. Art 77 The remuneration of the Directors shall from time to time be determined by the Company in general

meeting. Such remuneration shall be deemed to accrue from day to day. The Directors may also be paid all travelling, hotel and other expenses properly incurred by them in attending and returning from meeting of the directors or any committee of the Directors or general meeting of the Company or in connection with the business of the Company.

Art 78 The shareholding qualification for Directors may be fixed by the Company in general meeting and unless

and until so fixed no qualification shall be required. Art 79 A Director of the Company may be or become a director or officer of, or otherwise interested in, any

company promoted by the Company or in which the Company may be interested as shareholders or



otherwise, and no such Director shall be accountable to the Company for any remuneration or other benefits received by him as a director or officer of, or from his interest in, such other company unless the Company so directs.

BORROWING POWER

Art 81 The Directors shall not, without the sanction of a General Meeting of the Company, borrow or raise any

sum of money upon the security of debentures or debenture stock or upon the security of a mortgage or charge upon the undertaking or property of the Company which shall make the amount so borrowed or raised by the Company and any permitted subsidiary companies (exclusive of inter-company borrowing) and then outstanding exceed eight times the amount of the issued and paid up share capital but no lender or other person dealing with the Company shall be convened to see or require whether this limit is observed. Nothing herein contained shall limit the power of the Company to receive monies for any amount on current or deposit account or loan otherwise than upon such security as aforesaid.

POWERS AND DUTIES OF DIRECTORS

Art 82 The management of the business of the Company shall be vested in the Directors, and the Directors may

exercise all such powers, and do all such acts and things as the Company by its Memorandum of Association or otherwise, is authorised to exercise and do, and are not hereby or by statute directed or required to be exercised or done by the Company in general meeting, but subject nevertheless to the provisions of the Act and of these presents, and to any regulations not being inconsistent with these presents from time to time made by the Company in General Meeting, provided that no such regulation shall invalidate any prior act of the Directors which would have been valid if such regulation had not been made.

Art 83 The Directors may from time to time and at any time by Power of Attorney appoint any company, firm or

person or body of persons, whether nominated directly or indirectly by the Directors to be the attorney or attorneys of the Company for such purposes and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the Directors under these regulations) and for such period and subject to such conditions as they think fit and any such power of attorney may contain such provisions for the protection and convenience of persons dealing with any such attorney as the Directors may think fit and may also authorise any such attorney to delegate all or any of the powers, authorities and discretions vested in him.

Art 84 The Company may exercise the powers conferred by section 75 of the Act with regard to having an

official seal for use abroad, and such powers shall be vested in the Directors.

PROCEEDINGS OF DIRECTORS Art 85 The Directors may meet together for the despatch of business, adjourn, and otherwise regulate their

meetings as they think fit. Questions arising at any meeting shall be decided by a majority of votes. In case of an equality of votes, the chairman shall have a second or casting vote. A Director may, and the Secretary on the requisition of a Director shall, at any time summon a meeting of the Directors. It shall



not be necessary to give notice of a meeting of Directors to any Director for the time being absent from Nigeria.

Art 86 The quorum necessary for the transaction of the business of the Directors may be fixed by the Directors,

and unless so fixed shall be seven. Art 87 The continuing Directors may act notwithstanding any vacancy in their body, but, if and so long as their

number is reduced below the number fixed by or pursuant to the regulations of the Company as the necessary quorum of Directors, the continuing Directors or Director may act for the purpose of increasing the number of Directors to that number, or of summoning a general meeting of the Company, but for no other purpose.

Art 88 The Directors may elect a chairman of their meetings and determine the period for which he is to hold

office but if no such chairman is elected, or if at any meeting the chairman is not present within five minutes after the time appointed for holding the same, the Directors present may choose one of their number to be chairman of the meeting.

Art 89 The Directors may delegate any of their powers (other than the powers of making calls and issuing

shares) to committees consisting of such member or members of their body as the Directors thinks and they may from time to time revoke and discharged any such committee either wholly or in part and either as to persons or purposes; but every committee so formed shall in the exercise of the powers delegated to it conform to all such regulations as are prescribed for it by the Directors. All acts done by any such committee in conformity with such regulations and unfulfillment of the purpose of their appointment but not otherwise shall have the like force and effect as if done by the Directors.

Art 90 The meetings and proceedings of committees shall be governed by the provisions contained in these

presents for regulating the meetings and proceedings of the Directors so far as the same are applicable thereto and are not superseded by the express terms of the appointment of such committees or of any regulations made by the Directors in respect thereof.

Art 91 All acts done by any meeting of the Directors or of a committee of Directors or by any person acting as a

Director shall, notwithstanding that it is afterwards discovered that there was some defect in the appointment of any such Director or person acting as aforesaid, or that they or any of them were disqualified, be as valid as if every such person had been duly appointed and was qualified to be a Director.

Art 92 A resolution in writing, signed or affixed by all the Directors for the time being entitled to receive notice

of a meeting of the Directors, shall be as valid and effectual as if it has been passed at a meeting of the Directors duly convened and held and approval of any such Resolution as aforesaid may be given by letter, cable, telegram or telex transmission, and any such letter, cable, telegram or telex transmission purporting to have been initiated by or signed by a Director shall be assumed to have been so signed or initiated.



DIVIDENDS AND RESERVE Art 118 The Company in General Meeting may declare dividends, but no dividend shall exceed the amount

recommended by the Directors. Art 119 The Directors may from time to time pay to the members such interim dividends as appear to the

Directors to be justified by the profit of the company, for the period in respect of which the interim dividends are to be paid.

Art 120 No dividend shall be paid otherwise than out of profit.

CAPITALISATION OF PROFITS Art 133 The Company in general meeting may upon the recommendation of the Directors resolve that it is

desirable to capitalise any part of the amount for the time being standing to the credit of any of the Company’s reserve accounts or to the credit of the profit and loss account or otherwise available for distribution, and accordingly that such sum be set free for distribution amongst the members who would have been entitled thereto if distributed by way of divided and in the proportions on condition that the same be not paid in cash but be applied either in or towards paying up any amount for time being unpaid on any shares held by such member respectively or paying up in full unissued shares or debentures of the Company to be allotted and distributed and credited as fully paid up to and amongst such members in the proportion aforesaid, or partly in the one way and partly in the other, and the Directors shall give effect to such resolution; provided that a share premium account and a capital redemption reserved fund may, for the purpose of this regulation, only be applied in the paying up of unissued shares to be issued to members of the Company as fully paid bonus shares.

Art 134 Where a resolution under Article 132 hereof is passed the director shall make all appropriations and

applications of the undivided profits resolved to be capitalised thereby and all allotments and issues of fully paid shares or debentures, if any, and generally to do all acts and things required to give effect thereto, with full powers to the Directors to make such provision by the issues of fractional certificates or by payment in cash or otherwise as they think fit for the case of shares or debentures becoming distributable in fractions, and also to authorise any person to enter on behalf of all the members untitled thereto into an agreement with the Company providing for the allotment to them respectively, credited as fully paid up, of any further shares or debentures to which they may be entitled upon such capitalisation, or (as the case may require) for the payment up by the Company on their behalf, by the application thereto of their respective proportions of the profits resolved to be capitalised, of the amounts or any part of the amounts remaining unpaid on their existing shares, and any agreement made under such authority shall be effective and binding on all such members.

NOTICES

Art 139 A notice may be served by the Company upon any member either personally or by sending it prepaid

through the post to him or to his registered address as appearing in the register.



Art 140 In the case of joint holders only the person whose name stands first in the Register shall be entitled to receive notices from the Company and any notice to such person shall be deemed notice to all the joint holders.

Art 141 A member whose registered address is not within Nigeria, may by notice in writing, give to the company

an address within Nigeria, which for the purpose of the service of notices, is to be deemed to be his registered address, and should he do so he shall be entitled to have notices serviced upon him at the address given. Save as aforesaid a member whose registered address is not within Nigeria shall not be entitled to receive any notice from the company.

Art 145 Any notice of other document served upon or sent to any member in accordance with these Articles

shall, notwithstanding that he has been deceased or bankrupt and whether the company has notice of his death or bankruptcy or not, be deemed to be duly served or sent in respect of any shares held by him (either alone or jointly with others) until some other person is registered in his stead as the holder or joint holder of such shares, and such service or sending shall be sufficient service or sending on or to his executors, administrators, or assigns and all other persons (if any) interested in such shares.

19. Claims & Litigation The Bank in its ordinary course of business is presently involved in 353 (Three Hundred and Fifty Three) suits. The amount claimed in the 274 (Two Hundred and Seventy Four) suits instituted against the Bank is N12,225,871,606.00 (Twelve Billion, Two Hundred and Twenty Five Million, Eight Hundred and Seventy One Thousand, Six Hundred and Six Naira) and £2,672.34 (Two Thousand, Six Hundred and Seventy Two Pounds, Thirty Four pence), and US$683,749.40 (Six Hundred and Eighty Three Thousand, Seven Hundred and Forty Nine Dollars, Forty Cents), and DFL 368,733 (Three Hundred and Sixty Eight Thousand, Seven Hundred and Thirty Three Dutch Florrins). The total amount claimed in the 79 (Seventy Nine) suits instituted by the Bank, together with its counter-claims filed in some of the cases pending against it, is approximately N3,389,564,769.00 (Three Billion, Three Hundred and Eighty Nine Million, Five Hundred and Sixty Four Thousand, Seven Hundred and Sixty Nine Naira) and $111,707,000 (One Hundred and Eleven Million, Seven Hundred and Seven Thousand US Dollars), and £110,000,000 (One Hundred and Ten Million Pounds). However, the Solicitors to the Offer are of the opinion that the contingent liability that may arise from the cases pending against the Bank is not likely to exceed the sum of approximately N927,927,111(Nine Hundred and Twenty Seven Million, Nine Hundred and Twenty Seven Thousand, One Hundred and Eleven Naira). The Directors are of the opinion that none of the aforementioned cases is likely to have any material adverse effect on the Bank or the Offer, and are not aware of any other pending and or threatened claims or litigation save for the foregoing. 20. Estimated Costs and Expenses of the Offer The costs and expenses of making this Offer including the fees payable to the Securities & Exchange Commission, The Nigerian Stock Exchange, the Central Securities Clearing Systems Limited and professional parties, Brokerage Commission, Publicity and Advertising expenses which are estimated at N4billion representing 4.0% of the total proceeds of the Offer, are payable by the Bank.



21. Mergers & Acquisitions In 2005, FirstBank acquired its merchant banking subsidiary, FBN (Merchant Bankers) Limited and MBC International Bank Plc, following Central Bank of Nigeria’s inspired consolidation in the banking industry. 22. Training, Research & Development FirstBank devotes appreciable resources to staff training and development through both local and foreign facilitation. The Bank expended a total of N2,614,137,000 on training and development in the last three years. 23. Off Balance Sheet Items As at the December 30, 2006 the bank had no Off Balance Sheet Items other than in the ordinary course of business. 24. Declarations Except as otherwise disclosed in the Prospectus: (a) No share of the Bank is under option or agreed conditionally or unconditionally to be put under option (b) No commissions, brokerages or other special terms have been granted by the Bank to any person in

connection with the Offer or sale of any share of the Bank (c) Save as disclosed herein, the Directors of the Bank have not been informed of any holding representing 5%

or more of the issued share capital of the Bank (d) There are no founders’, management or deferred shares or any options outstanding in the Bank (e) There are no material service agreements between the Bank or any of its Directors and employees other

than in the ordinary course of business (f) There are no long-term service agreements between the Bank or any of its Directors and employees other

than in the ordinary course of business (g) No Director of the Bank has had any interest, direct or indirect, in any property purchased or proposed to

be purchased by the Bank in the five years prior to the date of this Prospectus

Further Declarations/Information in respect of shareholders/key management staff It is further declared that to the best of the knowledge of the Directors as at the March 31, 2006: (a) None of the above is under any bankruptcy or insolvency proceedings in any court of law. (b) None of them has been convicted in any criminal proceeding (c) None of them is subject of any order, judgment or ruling of any court of competent jurisdiction or regulatory

body relating to fraud or dishonesty. 25. Material Contracts Except as disclosed below, the Bank has not entered into any material contract except in the ordinary course of business; A Vending Agreement dated May 07, 2007 between First Bank of Nigeria Plc on the first part and FBN Capital Limited on the second part and IBTC Chartered Bank Plc on the third part under which the Issuing Houses have agreed to offer on behalf of the Bank 1,624,253,238 Ordinary shares of 50 Kobo via an Offer for Subscription at N33 per share and 1,496,762,682 Ordinary shares of 50 Kobo by way of Right Issue at N31 per share.



26. Relationship between the Issuer, Issuing Houses and Other Advisers FBN Capital Limited, the Lead Issuing House to the Offer, is a wholly owned subsidiary of FirstBank. Mrs. Bola Adesola, Mr. Lamido Sanusi and Dr. Udo Udo-Aka (MON) are also directors in FBN Capital. In addition, the Chairman of FirstBank Alhaji (Dr.) Umaru Abdul Mutallab and a non-Executive Director of the Bank, Mr. Ayoola O. Otudeko (OFR), are Chairmen of Finmal Finance Company Limited and Metropolitan Trust Nigeria Limited (Joint Stock Brokers to the Offer) respectively. 27. Additional Information The bank is simultaneously offering by way of rights 1,496,762,682 ordinary shares of 50 Kobo each at N31 per shares to shareholders in the register of members as at April 5, 2007 28. Consents The following have given and not withdrawn their written consents to the issue of this Prospectus with their names and reports (where applicable) included in the form and context in which they appear: The Directors and Company Secretary of First Bank of Nigeria Plc FBN Capital Limited Lead Issuing House IBTC Chartered Bank Plc Joint Issuing House Akintola Williams Delloite Joint Auditors PKF Pannell Kerr Forster ‘’ “ Banwo & Ighodalo Joint Solicitors to the Offer Wali-Uwais & Co. ‘’ “ S.P.A Ajibade & Co Solicitor to the Bank PricewaterhouseCoopers Reporting Accountants Premium Securities Limited Lead Stockbroker BGL Securities Limited Joint Lead Stockbrokers Falcon Securities Limited ‘’ “ FutureView Financial Services Limited ‘’ “ Afrinvest Limited Joint Stockbrokers Amyn Investment Limited ‘’ “ Anchoria investment & Securities Ltd ‘’ “ APT Securities & Funds Limited ‘’ “ BFCL Assets & Securities Limited ‘’ “ Calyx Securities Limited ‘’ “ Camry Investment Securities Ltd ‘’ “ Capital Asset Limited ‘’ “ Capital Bancorp Limited ‘’ “ CashCraft Asset Mgt Limited ‘’ “ Clearview Investment Company Limited ‘’ “ De-Canon Investment Limited ‘’ “ Denham Management Limited ‘’ “ Dominion Trust Limited ‘’ “ Dynamic Portfolio Limited ‘’ “ Fidelity Union Securities Limited ‘’ “



Finmal Finance Services Limited ‘’ “ Forte Asset Management Limited ‘’ “ Forthright Securities & Investment Limited ‘’ “ Gidauniya Investment & Securities Limited ‘’ “ Global Asset Mgt (Nig) Limited ‘’ “ GTI Capital Limited ‘’ “ Heartbeat Investments Limited ‘’ “ ICMG Securities Limited, ‘’ “ Integrated Trust & Investment Limited ‘’ “ International Standard Securities Ltd ‘’ “ LB Securities Limited ‘’ “ Marriot Securities & Investment Company Ltd ‘’ “ Meristem Securities Limited ‘’ “ Metropolitan Trust Nigeria Limited ‘’ “ Mountain Investment & Securities Ltd ‘’ “ Mutual Alliance Investments & Securities ‘’ “ Networth Securities & Finance Ltd ‘’ “ Newdevco Investment & Securities Limited ‘’ “ Nigerian Stockbrokers Limited ‘’ “ Oasis Capital Portfolio Limited ‘’ “ Profund Securities Limited ‘’ “ PSL Limited ‘’ “ Resano Securities Limited ‘’ “ Resort Securities & Trust Limited ‘’ “ Reward Investments & Securities Limited ‘’ “ Rowet Capital Management Limited ‘’ “ Santrust Securities Limited ‘’ “ Security Swaps Limited ‘’ “ Signet Investments & Securities Limited ‘’ “ Strategy & Arbitrage Limited ‘’ “ Summit Finance company Limited ‘’ “ Support Services Limited ‘’ “ Tower Assets Mgt Limited ‘’ “ Trust Yields Securities Limited ‘’ “ Unex Securities & Investment Limited ‘’ “ Valmon Securities Limited ‘’ “ Vetiva Capital Mgt Limited ‘’ “ Meristem Registrars Limited Registrars to the Offer Diamond Bank Plc Receiving Bankers Guaranty Trust Bank Plc ‘’ “ IBTC Chartered Bank Plc ‘’ “ Oceanic Bank International Plc ‘’ “



29. Documents Available for Inspection Copies of the following documents may be inspected at FBN Capital Limited, 16 Keffi Street, S.W. Ikoyi, Lagos and IBTC Chartered Plc, I.B.T.C. Place, Walter Carrington Crescent, Victoria Island, Lagos from May 14, 2007, to June 21, 2007 between 8.00 a.m. and 5.00p.m. on any weekday (except public holidays):-

Certificate of Incorporation of the Bank. Memorandum and Articles of Association of the Bank. Certicate of Increase in Share Capital The material contract referred to in section 13 on page 88. Report of PricewaterCoopers, the Reporting Accountants; on the audited accounts of the bank for the

five years ended March 31, 2006 i.e. (Years 2002-2006) and nine months ended December 31, 2006 Report of PricewaterCoopers, the Reporting Accountants; on the Profit Forecast of the Group for the

years ending March 31, 2007, 2008, 2009 and 2010 Copy of the Board Resolution authorising the Offer for Subscription and Rights Issue. Copy of the resolution of the shareholders at the Extra ordinary General Meeting held on March 19,

2007 approving the Offer for Subscription and Rights Issue. Letter from the Securities & Exchange Commission approving the Total Offer. Letter from The Nigerian Stock Exchange approving the Total Offer and for the listing of the shares. Audited Accounts of the Bank for the years March 31, 2002 to 2006 and nine months ending

December 31, 2006. Prospectus detailing the Offer. Rights Circular Issued in Connection with the Rights Issue Consents of Parties referred to in section 16 on page 89. The list of outstanding claims and litigation referred to in section 7 above on page 87


Procedure for Application and Allotment APPLICATION 1.1 The general investing public is hereby invited to apply for the shares through any of the Receiving Agents

listed on page 95. 1.2 Application for the shares must be made in accordance with the instructions set out at the back of the

application form. Care must be taken to follow these instructions, as applications, which do not comply will be rejected.

1.3 The application list for the shares will be open from May 14, 2007 to June 21, 2007 application must be for a minimum of 500 shares and in multiples of 50 thereafter. The number of shares for which an application is made and the value of the cheque or Bank draft attached should be entered in the boxes provided.

1.4 A single applicant should sign the declaration and write his/her full names, address, daytime phone number and occupation in the section marked ‘1’ whist the section marked ‘2’ should be completed in the case of a joint applicant. A corporate applicants should affix its seal in the box provided for this purpose and state its incorporation (RC) Number or in the case of a corporate foreign subscriber its appropriate identification number or in the case of a corporate foreign subscriber its appropriate identification number in the jurisdiction in which it was constituted.

1.5 Each application should be forwarded together with the cheque or bank draft for the full amount of purchase price to any of the Receiving Agents listed on page 95. The cheque or draft must be drawn on a Bank in the same town or city in which the Receiving Agents is located and crossed “FirstBank Offer” with the name, address and daytime telephone number of the applicant written at the back. All bank commissions and charges must be prepaid by the applicant. All cheques and drafts will be presented upon receipt and all application in respect of which cheques are returned unpaid will be rejected and returned through the post.

1.6 Foreign currency subscribers are advised to contact the Receiving Bankers, for the applicable US Dollar exchange rate on the day the remittance is being effected.

Diamond Bank Plc

FOR U.S. DOLLAR TRANSFER FOR GBP TRANSFER FOR EURO TRANSFER BANK CITIBANK NA

MAIN OPERATIONS CENTRE LEWIS HOUSE 25, MOLESWORTH STREET LEWISHAM LONDON SE1 37EX

CITIBANK NA MAIN OPERATIONS CENTRE LEWIS HOUSE 25, MOLESWORTH STREET LEWISHAM LONDON SE1 37EX

CITIBANK NA MAIN OPERATIONS CENTRE LEWIS HOUSE 25, MOLESWORTH STREET LEWISHAM LONDON SE1 37EX

ACCOUNT NO. 5530636 10390100 8761124 SWIFT CODE CITIGB2L CITIGB2L CITIGB2L SORT CODE 18 50 08 18 50 08 18 50 08 IBAN GB18CITI18500805530636 GB85CITI18500810390100 GB18CITI18500808761124 ACCOUNT NAME

DIAMOND BANK PLC DIAMOND BANK PLC DIAMOND BANK PLC

FINAL BENEFICIARY

DIAMOND BANK PLC/ FBN OFFER




Procedure for Application and Allotment…… FOR NORTH AMERICAN TRANSFERS

FOR U.S. DOLLAR TRANSFER FOR GBP TRANSFER FOR EURO TRANSFER BANK CITIBANK NA, 111, WALL

STREET, NEW YORK CITIBANK NA, 111, WALL STREET, NEW YORK

CITIBANK NA, 111, WALL STREET, NEW YORK

ACCOUNT NO. 36250255 36250255 36250255 SWIFT CODE CITIUS33 CITIUS33 CITIUS33 SORT CODE NOT APPLICABLE NOT APPLICABLE NOT APPLICABLE ABA NO 021000089 021000089 021000089 ACCOUNT NAME

DIAMOND BANK PLC DIAMOND BANK PLC DIAMOND BANK PLC

FINAL BENEFICIARY




Guaranty Trust Bank Plc

USD TRANSFER GBP TRANSFER EURO TRANSFER

Bank CITIBANK NEW YORK AUSTRALIA AND NEW ZEALAND BANK LONDON

AUSTRALIA AND NEW ZEALAND BANK

Account No. 36129295 664276-GBP-001 664276-EUR-001

Swift Code CITIUS33 ANZBGB2L ANZBGB2L

Sort Code Not Applicable 20 32 53 20 32 53

Iban Not Applicable GB 56 ANZB 203253 00664276

GB 56 ANZB 203253 00664276

Aba No 21000089 Not Applicable Not Applicable

Account Name GUARANTY TRUST BANK PLC

GUARANTY TRUST BANK PLC GUARANTY TRUST BANK PLC

IBTC Chartered Bank Plc

FOR U.S. DOLLAR TRANSFER BANK DEUTSCHE BANK TRUST COMPANY, AMERICAS

CHURCH STREET STATION NEW YORK NY 10015

SWIFT CODE BKTRUS33 ACCOUNT NO 04087393 ACCOUNT NAME

IBTC CHARTERED BANK PLC

ABA NO 021001033 CHIPS UID 288019 BENEFICIARY IBTC CHARTERED BANK PLC FOR FURTHER CREDIT TO

NAME AND ADDRESS OF SUBSCRIBER

PURPOSE FIRST BANK OFFER


Procedure for Application and Allotment…… Oceanic Bank International Plc

FOR U.S. DOLLAR TRANSFER INTERMEDIARY BANK (FIELD 56) DEUTSCHE BANK TRUST COMPANY, AMERICAS,

NEW YORK 280, PARK AVENUE NEW YORK, NY 10017

SWIFT CODE BKTRUS33 ROUTING (ABA) NO 021001003 BENEFICIARY BANK OCEANIC BANK INTERNATIONAL PLC SHARE PURCHASE

ACCOUNT ACCOUNT NO. 04434711 BENEFICIARY CUSTOMER (FIELD 59) ……………………………………….(NAME & A/C NO) FIELD 72 FOR FBN PLC SHARES

2. ALLOTMENT

The Issuing Houses and the Directors of the Bank reserve the right to accept or reject any application in whole or in part, for not meeting the conditions of the Offer. The allotment proposal will be subject to the clearance of the Securities & Exchange Commission.

3 APPLICATION MONIES

All application monies will be retained in separate interest yielding bank accounts by the Receiving Bankers pending allotment. If any application is not accepted, or is accepted for fewer shares than the balance applied for, a crossed cheque for the full amount or the amount paid (as the case may be) will be returned by registered post within 5 working days of allotment. A share certificate will be sent by registered post not later than 15 working days from the date of allotment. Any investor, who does not want to receive a physical share certificate, should state the name of his/her stockbroker and his/her CSCS account number in the space provided on the Application Form.


Receiving Agents Application forms may be obtained free of charge from any of the following banks and stockbrokers licensed and/or authorized to do so by SEC, to whom brokerage at the rate of N1.00 per N100.00 worth of shares allotted in respect of applications submitted bearing their official stamp. The Issuing Houses cannot accept responsibility for the conduct of any of the institutions listed below. Investors are therefore advised to conduct their own enquiries before choosing an agent to act on their behalf. Evidence of lodgment of funds at any of the receiving agents listed below, in the absence of the corresponding evidence of receipt by the Issuing House, cannot give rise to a liability on the part of The Issuing Houses under any circumstances.

BANKS Access Bank Plc Afribank Nigeria Plc Diamond Bank Plc EcoBank Nigeria Plc Equitorial Trust Bank Plc Fidelity Bank Plc First Bank of Nigeria Plc First City Monument Bank Plc First Inland Bank Plc Guaranty Trust Bank Plc Intercontinental Bank Plc IBTC Chartered Bank Plc Oceanic Bank International Plc

PlatinumHabib Bank Plc Nigerian International Bank Limited Skye Bank Plc Spring Bank Plc Sterling Bank Plc Stanbic Bank Nigeria Limited Standard Chartered Bank Limited United Bank of Africa Plc Union Bank of Nigeria Plc Unity Bank Plc Wema Bank Plc Zenith Bank Plc

STOCKBROKERS AND OTHERS Adamawa Securities Ltd Adonai Stockbrokers Ltd AIL Securities Ltd Alangrange Securities Ltd Allbond Investments Ltd Alltrade Securities Ltd Alliance Capital Management Ltd AMYN Investments Ltd Asset & Resource Management Ltd Anchoria Investment & Securities Ltd Apex Securities Ltd APT Securities & Fund Ltd Aquila Capital Limited Bacad Finance & Investment Co Ltd Beaver Securities Ltd Bestworth Assets & Trust Ltd BFCL Assets & Investment Ltd BGL Securities Ltd BIC Securities Ltd BSD Securities Ltd Capital Assets Ltd Capital Trust Brokers Capital Express Securities Ltd Century Securities Ltd Calyx Securities Ltd Camry Securities Limited Cash Craft Asset Management Ltd. Capital Bancorp Ltd Cashville Investments & Securities Ltd. Centre-Point Investment Ltd Chappel Hill Advisory Services City Investment Management Ltd City Securities Ltd City-Code Trust & Investments Ltd Consolidated Investment Ltd Cooper Flemming Stockbrokers Ltd Core Trust & Investment Ltd Crane Securities Ltd Crossworld Securities Ltd Clearview Investment Co Ltd Counters Trust Securities Ltd Cowry Asset Management Limited CSL Stockbrokers Ltd DakaL Securities Ltd DBSL Securities Ltd De-canon Investments Ltd De-Lords Securities Ltd Denham Management Ltd Dependable Securities Ltd Dominion Trust Ltd Dynamic Portfolios Ltd Emerging Capital Ltd Empire Securities Ltd Euro Comm Securities Ltd Express Portfolio Services Ltd Falcon Securities Ltd FBN Capital Limited F & C Securities Ltd Fidelity Union Securities Ltd Fidelity Finance Ltd Financial Derivatives Ltd

Financial Equities Ltd Financial Trust Co Ltd Finmal Finance Company Ltd First Equity Securities Ltd First Stockbrokers Ltd Folu Securities Ltd Foresight Securities & Investment Ltd Forte Asset Management Ltd Forthright Securities & Investments Ltd Fountain Securities Ltd Future View Financial Services Ltd Genesis Securities Ltd. Gidauniya Investment & Securities Ltd Global Capital Market Ltd Golden Securities Ltd Great Africa Trust Ltd Greenwich Trust Ltd GTI Capital Ltd Hedge Securities & Investments Ltd Heritage Investment & Securities Ltd Horizon Stockbrokers Ltd IBTC Asset Management Ltd IBN Securities Ltd ICON Stockbroker Ltd IMB Morgan Plc Indemnity Finance Ltd Independent Securities Ltd Integrated Trust & Investments Ltd Intercontinental Securities Ltd International Capital Securities Ltd International Standard Securities Ltd Intercontinental Capital Markets Ltd Interstate Securities Ltd Investors & Trust Co Ltd Jamkol Investments Ltd Jenkins Investment Ltd Kinley Securities Ltd Kundila Finance Services Ltd LB Securities Ltd Lead Securities & Investment Ltd Lighthouse Asset Management Ltd Lion Stockbrokers Ltd Lynac Securities Ltd Magnartis Fin & Inv Ltd Mainland Trust Ltd Maninvest Securities Ltd Marina Securities Ltd Marriot Securities Limited MBC Securities Ltd Mega Equities Ltd Mercov Securities Ltd Molten Trust Ltd Mutual Alliance Investment & Securities Ltd Midas Stockbrokers Ltd Midlands Investment & Trust Co. Ltd Mission Securities Ltd Morgan Trust & Asset Management Ltd Mountain Investment & Securities Ltd Newdevco Finance Securities Ltd

Niche Securities Ltd Nigerian Stockbrokers Ltd Networth Securities & Finance Ltd Nova Finance & Securities Ltd Options Securities Ltd OMF Securities & Finance Ltd Partnership Investment Co. Ltd Pine Fields Investment Services Ltd PIPC Securities Ltd Peak Securities Ltd Peninsula Asset Management Perfection Securities & Investment Ltd PIPC Securities Ltd Platinum Capital Ltd Premium Securities Ltd Professional Stockbroker Ltd Profund Securities Ltd Prominent Securities Ltd PSL Limited P.S.I. Securities Ltd Rainbow Securities & Investment Co. Ltd Riverside Trust Limited Reward Investments & Services Ltd Rowet Capital Management Ltd Royal Crest Finance Ltd Sanbros Trust & Securities Ltd Securities Solutions Ltd Security Swaps Ltd Shallom Investment & Securities Ltd Sigma Securities Ltd Silver Financial Services Ltd Smadac Securities Limited SpringBoard Trust & Investment Solid-Rock Securities & Investment Ltd Stanbic Equities Nigeria Ltd Summa Guaranty & Trust Co. Ltd Summit Finance Company Ltd Support Services Ltd Thomas Kingsley Securities Ltd Tiddo Universal Securities & Finance Ltd Tomil Trusts Ltd Topmost Finance & Investment s Ltd TRW Stockbrokers Ltd Transglobe Investment & Finance Co Ltd Trade Link Finance & Securities Ltd Tropics Securities Ltd Trust and Financial Services Ltd Trusthouse Investment Ltd Trust Yields Securities Ltd UBA Securities Ltd UNEX Securities & Investment Ltd Union Stockbrokers Ltd Valmon Securities Ltd Valueline Securities & Investment Ltd Vetiva Capital Management Ltd Vision Trust & Investments Ltd WSTC Financial Services Ltd Yobe Investment Co. Ltd Zenith Securities Ltd Zuma Securities Ltd

Company Seal & Incorporation Number (Corporate Applicant)

Signature or Thumbprint Signature or Thumbprint

LEAD ISSUING HOUSE

Stamp of Receiving Agent

First Bank of Nigeria PlcOffer for Subscription of

1,624,253,238 Ordinary Shares of 50 kobo each atN33.00 per share

PAYABLE IN FULL ON APPLICATION

3. Bank details (for E-Dividend):

JOINT ISSUING HOUSE

Application List Closes

Thursday,June 21, 2007

Application List Opens

Monday,May 14, 2007

RC: 446599

RC: 6290

DECLARATION

I/We declare that I/we have read a copy of the Prospectus for the Offer dated May 7, 2007 by FBN Capital Limitedand IBTC Chartered Bank Plc. on behalf of First Bank of Nigeria Plc.

I/We authorise you to send a share certificate and/or cheque for any amount overpaid. by Registered post tothe address given below and to procure registration in my/our name as the holder(s) of such number ofshares or such smaller number, as aforesaid.

I/We am/are 18 years of age or over I/We agree to accept the same or any smaller number of shares in respect of which allotment may be made upon theterms of the Prospectus and subject to the Memorandum and Articles of Association of First Bank of Nigeria Plc.

Applications must be made in accordance with the instructions set out on the back of this application form. Care must be taken to follow these instructions as applications that do not comply may be rejected. If you are in anydoubt, please consult your Stockbroker, Accountant, Banker, Solicitor or any other professional adv iser for guidance.

I/We attach the amount payable in full on application for the number of shares in First Bank of Nig. Plc at N33.00 per share.

Number of Units Applied for:

PLEASE COMPLETE IN BLOCK LETTERS

Value of units applied for / Amount Paid

.

GUIDE TO APPLICATIONNumber of units applied for500 minimunSubsequent multiples of 50

Amount payableN16,500.00N 1,650.00

Surname / Company's Name

Other Names (for individual applicant only)

Full Postal Address

State

Mobile (GSM) Phone Number

Surname

Other Names

2. JOINT APPLICANT

1. INDIVIDUAL / CORPORATE APPLICANT

Title : Mr. Mrs. Miss

Date (DD/MM/YYYY)

/ / 2 0 0 7

City

Land Phone Number

CONTROL NO: (Registrar's use only)

Title: Mr. Mrs. Miss Others

Next of Kin

Email Address

CSCS NO (if you want shares allotted credited to your CSCS A/C) Name of your Stockbroker

Name of Bank

Branch Account No:

N=

6267194308


Instructions for Completing the Application Form 1. Applications should be made only on the Application Form or Photostat or scanned copies of the

Application Form. 2. Applications must not be for less than the minimum number of shares stated on the Application Form.

Applications for more than the minimum number of shares must be in the multiples stated on the Application Form. The number of ordinary shares for which an application is made and the amount of the cheque or bank draft attached should be entered in the boxes provided.

3. The Application Form when completed should be lodged with any of the Receiving Agents listed on Page 95. Applications must be accompanied by a cheque or bank draft made payable to the Receiving Agent to whom the application is submitted, for the full amount payable on application. The cheque or draft must be drawn on a bank in the same town or city in which the Receiving Agent is located and crossed “FirstBank Offer” with the name, address and daytime telephone number of the applicant written on the back. All bank commissions and the applicant must prepay transfer charges. All cheques and drafts will be presented upon receipt and all applications in respect of which cheques are returned unpaid will be rejected.

4. The applicant should make only one application, whether in his own name or in the name of a nominee. Multiple or suspected multiple applications will be rejected.

5. Joint applicants must all sign the Application Form. 6. An application from a group of individuals should be made in the names of those individuals with no

mention of the name of the group. An application by a firm which is not registered under the Companies and Allied Matters Act 1990 should be made either in the name of the proprietor or in the names of the individual partners. In neither case should the name of the firm be mentioned.

7. An application from a corporate body must bear the corporate body’s seal and be completed under the hand of a duly authorised official.

8. An application from a pension or provident fund must be in the name of each individual trustee unless the trustee is a limited liability company.

9. An application by an illiterate should bear his right thumbprint on the Application Form and be witnessed by an official of the Bank or stockbroker at which the application is lodged who must first have explained the meaning and effect of the Application Form to the illiterate in his own language. Above the thumb print of the illiterate, the witness must record in writing that he has given this explanation to the illiterate in a language understandable to him and that the illiterate appeared to have understood same before affixing his thumb impression.

10. The applicant should not print his signature. If he is unable to sign in the normal manner he should be treated for the purpose of this Offer as an illiterate and his right thumbprint should be clearly impressed on the Application Form.

APPLICATION FORM

FIRST BANK OF NIGERIA PLC