IMPORTANT NOTICE

IMPORTANT: You must read the following before continuing. This electronic transmission applies to the
attached prospectus (the ‘‘Prospectus’’) and you are therefore advised to read this carefully before reading,
accessing or making any other use of the Prospectus. In accessing the attached Prospectus, you agree to be
bound by the following terms and conditions, including any modifications to them, any time you receive
any information from either SEPLAT Petroleum Development Company Plc (the ‘‘Company’’) or
BNP Paribas, Standard Bank plc, Renaissance Securities (Cyprus) Limited, Citigroup Global Markets
Limited or RBC Europe Limited (the ‘‘Joint Bookrunners’’) as a result of such access. You acknowledge
that this electronic transmission and the delivery of the attached Prospectus is confidential and intended
only for you and you agree you will not forward, reproduce or publish this electronic transmission or the
attached Prospectus to any other person.
NOTHING IN THIS ELECTRONIC TRANSMISSION OR THE ATTACHED PROSPECTUS
CONSTITUTES AN OFFER OF SECURITIES FOR SALE IN THE US OR ANY JURISDICTION
WHERE IT IS UNLAWFUL TO DO SO. THE SECURITIES HAVE NOT BEEN, AND WILL NOT
BE, REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS AMENDED (THE ‘‘US
SECURITIES ACT’’), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF
THE US AND THE SECURITIES MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO
AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE US SECURITIES ACT AND APPLICABLE US STATE OR LOCAL
SECURITIES LAWS.
THIS ELECTRONIC TRANSMISSION AND THE ATTACHED PROSPECTUS MAY NOT BE
FORWARDED OR DISTRIBUTED TO ANY OTHER PERSON AND MAY NOT BE
REPRODUCED IN ANY MANNER WHATSOEVER. ANY FORWARDING, DISTRIBUTION OR
REPRODUCTION OF THIS ELECTRONIC TRANSMISSION OR THE ATTACHED PROSPECTUS
IN WHOLE OR IN PART IS UNAUTHORISED. FAILURE TO COMPLY WITH THIS DIRECTIVE
MAY RESULT IN A VIOLATION OF THE US SECURITIES ACT OR THE APPLICABLE LAWS OF
OTHER JURISDICTIONS. IF YOU HAVE GAINED ACCESS TO THIS TRANSMISSION
CONTRARY TO ANY OF THE FOREGOING RESTRICTIONS, YOU ARE NOT AUTHORISED
AND WILL NOT BE ABLE TO PURCHASE ANY OF THE SECURITIES DESCRIBED THEREIN.
This electronic transmission and the attached Prospectus and the offer when made are only addressed to
and directed at persons in member states of the European Economic Area who are ‘‘qualified investors’’
within the meaning of Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC) (‘‘Qualified
Investors’’). In addition, in the United Kingdom, this electronic transmission and the attached Prospectus
is being distributed only to, and is directed only at, Qualified Investors: (i) who have professional
experience in matters relating to investments falling within Article 19(5) of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005, as amended (the ‘‘Order’’) and Qualified Investors
falling within Article 49(2)(a) to (d) of the Order; and (ii) to whom it may otherwise lawfully be
communicated (all such persons together being referred to as ‘‘relevant persons’’). In Nigeria, this
electronic transmission and the attached Prospectus are being distributed only to, and are directed only at,
Qualified Institutional Investors and High Networth Investors as defined in Rule 321 of the Rules and
Regulations of the Securities and Exchange Commission, Nigeria 2013 (SECRR 2013) (‘‘Nigerian SEC
Rules’’). This electronic transmission and the attached Prospectus must not be acted on or relied on: (i) in
the United Kingdom, by persons who are not relevant persons; (ii) in any member state of the European
Economic Area other than the United Kingdom, by persons who are not Qualified Investors; and (iii) in
Nigeria, by persons who are not Qualified Institutional Investors or High Networth Investors. Any
investment or investment activity to which this Prospectus relates is available only to: (i) in the United
Kingdom, relevant persons; (ii) in any member state of the European Economic Area other than the
United Kingdom, Qualified Investors; and (iii) in Nigeria, Qualified Institutional Investors or High
Networth Investors, and will be engaged in only with such persons.

Confirmation of your Representation: This electronic transmission and attached Prospectus are delivered
to you on the basis that you are deemed to have represented to the Company and the Joint Bookrunners
that: (i) you and the customers you represent are either: (a) Qualified Institutional Buyers (within the
meaning of Rule 144A under the US Securities Act); or (b) located outside the United States transacting
in an offshore transaction (in accordance with Regulation S under the US Securities Act); (ii) if you have
received this by e-mail, the electronic mail address that you gave to the Company or the Joint Bookrunners
and to which this e-mail has been delivered is not located in the United States and you consent to delivery
of the attached Prospectus by electronic transmission; (ii) if you are in the United Kingdom, you are a
relevant person, and/or a relevant person who is acting on behalf of, relevant persons in the United
Kingdom and/or Qualified Investors to the extent you are acting on behalf of persons or entities in the
United Kingdom or the European Economic Area; (iii) if you are in any member state of the European
Economic Area other than the United Kingdom, you are a Qualified Investor and/or a Qualified Investor
acting on behalf of Qualified Investors or relevant persons, to the extent you are acting on behalf of
persons or entities in the European Economic Area or the United Kingdom; and (iv) you are an
institutional investor that is eligible to receive this Prospectus and, in your jurisdiction, this offer of
securities can lawfully be made without contravention of any unfulfilled registration or other legal
requirements, and you consent to delivery by electronic transmission.
No representation, warranty or undertaking (express or implied) is made or given by or on behalf of the
Company, the directors of the Company or the Joint Bookrunners, or any person who controls the Joint
Bookrunners or any of their respective directors, officers, employees, agents or affiliates, or any other
person as to the accuracy, completeness or reasonableness of the information or opinions contained in this
electronic transmission and the attached Prospectus and no responsibility or liability is accepted by any
party for that information or those opinions.
You are reminded that this electronic transmission and the attached Prospectus have been delivered to you
or accessed by you on the basis that you are a person into whose possession this electronic transmission
and the attached Prospectus may be lawfully delivered in accordance with the laws of the jurisdiction in
which you are located and you may not, nor are you authorised to, deliver or disclose the contents of this
electronic transmission and the attached Prospectus, electronically or otherwise, to any other person and in
particular to any address in the United States. The materials relating to the offering do not constitute, and
may not be used in connection with, an offer or solicitation in any place where offers or solicitations are
not permitted by law.
This electronic transmission and the attached Prospectus have been sent to you or accessed by you in an
electronic form. You are reminded that documents transmitted via this medium may be altered or changed
during the process of electronic transmission and, consequently, none of the Company or the Joint
Bookrunners nor any person who controls any of them nor any director, officer, employee nor agent of any
of them or affiliate of any such person accepts any liability or responsibility whatsoever in respect of any
difference between the attached Prospectus distributed to you in electronic format and the hard copy
version available to you on request from the Joint Bookrunners. Please ensure that your copy is complete.
Your access of this email is at your own risk and you are responsible for protecting against viruses and
other destructive items.
Dated 9 April 2014
This document comprises a prospectus (this ‘‘Prospectus’’) relating to SEPLAT Petroleum Development Company Plc (‘‘SEPLAT’’
or the ‘‘Company’’) and has been prepared in accordance with the Prospectus Rules of the Financial Conduct Authority (the
‘‘FCA’’) made under section 73A of the Financial Services and Markets Act 2000 (as amended) (the ‘‘FSMA’’), the provisions of
the Investments and Securities Act, No. 29, 2007 (‘‘ISA’’), the Rules and Regulations of the Securities and Exchange
Commission, Nigeria 2013 (SECRR 2013) (the ‘‘Nigerian SEC Rules’’) and the listing requirements of The Nigerian Stock
Exchange (the ‘‘NSE’’). This Prospectus has been filed with the FCA and will be made available to the public in accordance with
the Prospectus Rules. A copy of this Prospectus together with the documents specified herein have also been delivered to the
Nigerian Securities and Exchange Commission (the ‘‘Nigerian SEC’’) for registration. Application has been made to the FCA
for all of the Ordinary Shares issued and to be issued in connection with the Global Offer to be admitted to the Official List of
the FCA (by way of a standard listing under Chapter 14 of the UK Listing Rules) and to the London Stock Exchange plc (the
‘‘London Stock Exchange’’) for all such Ordinary Shares to be admitted to trading on the London Stock Exchange’s main
market for listed securities (together, the ‘‘UK Admission’’). Application has also been made to the Nigerian SEC for the
registration of the Ordinary Shares issued and to be issued in connection with the Global Offer and to the Council of the NSE for
all such Ordinary Shares to be admitted to the Official Trading List of the NSE (the ‘‘Nigerian Admission’’, together with the UK
Admission, the ‘‘Admission’’).
The UK Admission constitutes admission to trading on a regulated market. Conditional dealings in the Ordinary Shares are
expected to commence on the London Stock Exchange at 8.00 a.m. on 9 April 2014. It is expected that the UK Admission will
become effective and that unconditional dealings in the Ordinary Shares will commence at 8.00 a.m. (London time), on
14 April 2014. It is expected that the Nigerian Admission will become effective on 14 April 2014 and that unconditional
dealings will commence in the Ordinary Shares on the NSE at 10.15 a.m. (Nigerian time) on 14 April 2014. All dealings before
the commencement of unconditional dealings will be of no effect if either the UK Admission or the Nigerian Admission does not
take place and such dealings will be at the sole risk of the parties concerned. The Company and its Directors (whose names
appear on page 95 of this Prospectus) accept responsibility for the information contained in this Prospectus. To the best of the
knowledge of the Company and the Directors (who have all taken reasonable care to ensure that such is the case), the
information contained in this Prospectus is in accordance with the facts and contains no omission likely to affect the import of
such information.
Prospective investors should read this entire Prospectus and, in particular, for a discussion of certain risks and other
factors which should be considered prior to any investment in the Ordinary Shares, see Part II: ‘‘Risk Factors’’ beginning
on page 14. The contents of this Prospectus are not to be construed as legal, business or tax advice. Each prospective
investor should consult its own lawyer, financial adviser or tax adviser for legal, financial or tax advice in relation to any
subscription, purchase or proposed subscription or purchase of Ordinary Shares.

26APR201316491881
SEPLAT Petroleum Development Company Plc
(incorporated in the Federal Republic of Nigeria and registered with the Corporate Affairs Commission of Nigeria
under number RC824838)
Global Offer of 143,284,130 Ordinary Shares of 0.50 Naira each
at an Offer Price of 210 pence per Ordinary Share in respect of the International Offering and an Offer Price of
576 Naira per Ordinary Share in respect of the Nigerian Offering and admission to the Official List of the FCA (by
way of a Standard Listing under chapter 14 of the UK Listing Rules) and to trading on the London Stock Exchange’s
main market for listed securities and admission to trading on the Official Trading List of The Nigerian Stock
Exchange
Joint Global Co-ordinators and Joint Bookrunners
BNP PARIBAS Standard Bank plc

31JAN201411343307 31JAN201411350303
Joint Bookrunners Nigerian Joint Issuing Houses
Renaissance Citigroup RBC Capital Renaissance Securities (Nigeria) Limited
Securities Global Markets (RC685973)
(Cyprus) Markets Stanbic IBTC Capital Limited (RC1031358)
Limited Limited

31JAN201411344333 31JAN201411344333 25MAR201408314654

11MAR201416201670 11MAR201416203048
Nigerian Receiving Agents
Futureview Financial Vetiva Capital BGL Plc CSL Stockbrokers
Services Limited Management Limited (RC223042) Limited
(RC217005) (RC485600) (RC27567)

3FEB201414330471 3FEB201414332138 3FEB201414324924

25MAR201408311659
ORDINARY SHARE CAPITAL IMMEDIATELY FOLLOWING ADMISSION
Number Issued and fully paid Nominal Value

543,284,130 271,642,065 Naira 0.50 Naira

Ordinary Shares of 0.50 Naira each
In relation to the Global Offer, BNP Paribas (‘‘BNP Paribas’’) and Standard Bank plc (‘‘Standard Bank’’)
have been appointed as joint global co-ordinators (the ‘‘Joint Global Co-ordinators’’) and the Joint Global
Co-ordinators have, together with Renaissance Securities (Cyprus) Limited (‘‘RenCap’’), Citigroup Global
Markets Limited (‘‘Citi’’) and RBC Europe Limited (‘‘RBC Capital Markets’’), been appointed as joint
bookrunners (together the ‘‘Joint Bookrunners’’). In relation to the Nigerian Offering and the Nigerian
Admission, Stanbic IBTC Capital Limited (‘‘Stanbic IBTC’’) and Renaissance Securities (Nigeria) Limited
(‘‘Renaissance Securities’’) have been appointed as Nigerian joint issuing houses (the ‘‘Nigerian Joint
Issuing Houses’’). Futureview Financial Services Limited, Vetiva Capital Management Limited, BGL Plc
and CSL Stockbrokers Limited have been appointed as Nigerian receiving agents (the ‘‘Nigerian Receiving
Agents’’, and together with the Joint Bookrunners and the Nigerian Joint Issuing Houses, the
‘‘Managers’’).
In connection with the Global Offer, each of the Managers and any affiliate acting as an investor for its
own account may take up the Ordinary Shares and in that capacity may retain, purchase or sell for its own
account the Ordinary Shares and any of SEPLAT’s other securities or related investments and may offer or
sell the Ordinary Shares or other investments otherwise than in connection with the Global Offer.
Accordingly, references in this Prospectus to the Ordinary Shares being offered or placed should be read
as including any offering or placement of securities to any of the Managers and any affiliate acting in such
capacity. None of the Managers or their respective affiliates intends to disclose the extent of any such
investment or transaction otherwise than in accordance with any legal or regulatory obligation to do so.
Each of the Joint Bookrunners is authorised and regulated in the United Kingdom by the FCA and each of
the Nigerian Joint Issuing Houses and the Nigerian Receiving Agents is authorised and regulated in
Nigeria as a capital market operator and is duly registered with the Nigerian SEC. All of the Managers are
acting exclusively for the Company and no one else in connection with the Global Offer and Admission
and will not regard any other person (whether or not a recipient or reader of this Prospectus) as their
respective clients in relation to the Global Offer or Admission and will not be responsible for providing the
protections afforded to their respective clients nor for giving advice in relation to the Global Offer,
Admission or any transaction, arrangement or other matter referred to in this Prospectus.
Apart from the responsibilities and liabilities, if any, which may be imposed on the Managers by FSMA,
the ISA or the respective regulatory regimes established thereunder, or under the regulatory regime of any
jurisdiction where the exclusion of liability under the relevant regulatory regime would be illegal, void or
unenforceable, none of the Managers accepts any responsibility whatsoever for, or makes any
representation or warranty, express or implied, as to the contents of, this Prospectus or any other
statement made or purported to be made by it, or on its behalf, in connection with the Company, the
Ordinary Shares or the Global Offer and nothing in this Prospectus will be relied upon as a promise or
representation in this respect, whether or not to the past or future. Each of the Managers accordingly
disclaims all and any responsibility or liability whatsoever, whether arising in tort, contract or otherwise
(save as referred to above), which it might otherwise have in respect of this Prospectus or any such
statement.
Recipients of this Prospectus are authorised solely to use it for the purpose of considering the acquisition
of the Ordinary Shares and may not reproduce or distribute this Prospectus, in whole or in part, and may
not disclose any of the contents of this Prospectus or use any information herein for any purpose other
than considering an investment in the Ordinary Shares. Such recipients of this Prospectus agree to the
foregoing by accepting delivery of this Prospectus.
The Ordinary Shares are subject to selling and transfer restrictions in certain jurisdictions. Prospective
subscribers should read the restrictions contained in Part XV: ‘‘Details of the Global Offer’’, section 11.
Each subscriber for the Ordinary Shares will be deemed to have made the relevant representations made
therein. This Prospectus does not constitute an offer to sell or an invitation to subscribe for, or the
solicitation of an offer to buy or to subscribe for, Ordinary Shares to any person in any jurisdiction to
whom it is unlawful to make such offer or solicitation in such jurisdiction.

Notice to overseas investors

The distribution of this Prospectus and the offer of the Ordinary Shares in certain jurisdictions may be
restricted by law.
No action has been taken or will be taken by the Company or the Managers to permit a public offering of
the Ordinary Shares or to permit the possession or distribution of this Prospectus (or any other offering or

i
publicity materials relating to the Ordinary Shares) in the United Kingdom or any other jurisdiction where
action for that purpose may be required. Accordingly, neither this Prospectus nor any advertisement or any
other offering material may be distributed or published in any jurisdiction except under circumstances that
will result in compliance with any applicable laws and regulations. Any failure to comply with these
restrictions may constitute a violation of the securities laws of any such jurisdiction.
The Ordinary Shares have not been, and will not be, registered under the US Securities Act of 1933, as
amended (the ‘‘US Securities Act’’). The Ordinary Shares offered by this Prospectus may not be offered or
sold in the United States, except to QIBs, as defined in, and in reliance on, the exemption from the
registration requirements of the US Securities Act provided by Rule 144A thereunder (‘‘Rule 144A’’) or
another exemption from, or in a transaction not subject to, the registration requirements of the
US Securities Act. Prospective investors are hereby notified that the sellers of the Ordinary Shares may be
relying on the exemption from the provisions of Section 5 of the US Securities Act provided by Rule 144A.
THE ORDINARY SHARES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE UNITED
STATES SECURITIES AND EXCHANGE COMMISSION, ANY OTHER FEDERAL OR STATE
SECURITIES COMMISSION IN THE UNITED STATES OR ANY OTHER REGULATORY
AUTHORITY IN THE UNITED STATES, NOR HAVE ANY SUCH AUTHORITIES PASSED UPON
OR ENDORSED THE MERITS OF THE OFFER OR CONFIRMED THE ACCURACY OR
DETERMINED THE ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES.

NOTICE TO NEW HAMPSHIRE RESIDENTS ONLY

NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A
LICENCE HAS BEEN FILED UNDER CHAPTER 421-B OF THE NEW HAMPSHIRE REVISED
STATUTES (‘‘RSA 421-B’’) WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A
SECURITY IS EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE STATE OF
NEW HAMPSHIRE CONSTITUTES A FINDING BY THE SECRETARY OF STATE OF NEW
HAMPSHIRE THAT ANY DOCUMENT FILED UNDER RSA 421-B IS TRUE, COMPLETE AND
NOT MISLEADING. NEITHER ANY SUCH FACT NOR THE FACT THAT AN EXEMPTION OR
EXCEPTION IS AVAILABLE FOR A SECURITY OR A TRANSACTION MEANS THAT THE
SECRETARY OF STATE HAS PASSED IN ANY WAY UPON THE MERITS OR QUALIFICATIONS
OF, OR RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSON, SECURITY OR
TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO ANY
PROSPECTIVE PURCHASER, CUSTOMER OR CLIENT ANY REPRESENTATION
INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH.

APPLICATION WILL BE MADE FOR THE ORDINARY SHARES TO BE ADMITTED TO A

STANDARD LISTING ON THE OFFICIAL LIST OF THE FCA. A STANDARD LISTING WILL
AFFORD INVESTORS IN THE COMPANY A LOWER LEVEL OF REGULATORY PROTECTION
THAN THAT AFFORDED TO INVESTORS IN COMPANIES WITH PREMIUM LISTINGS ON
THE OFFICIAL LIST OF THE FCA, WHICH ARE SUBJECT TO ADDITIONAL OBLIGATIONS
UNDER THE UK LISTING RULES.
IT SHOULD BE NOTED THAT THE UK LISTING AUTHORITY WILL NOT HAVE THE
AUTHORITY TO (AND WILL NOT) MONITOR THE COMPANY’S COMPLIANCE WITH ANY OF
THE UK LISTING RULES AND/OR ANY PROVISION OF THE MODEL CODE (AS PUBLISHED
IN THE UK LISTING RULES) WHICH THE COMPANY HAS INDICATED HEREIN THAT IT
INTENDS TO COMPLY WITH ON A VOLUNTARY BASIS, NOR TO IMPOSE SANCTIONS IN
RESPECT OF ANY FAILURE BY THE COMPANY TO SO COMPLY.
THIS PROSPECTUS AND THE SECURITIES WHICH IT OFFERS HAVE BEEN REGISTERED BY
THE SECURITIES AND EXCHANGE COMMISSION OF NIGERIA. THE NIGERIAN
INVESTMENT AND SECURITIES ACT 2007 PROVIDES FOR CIVIL AND CRIMINAL
LIABILITIES FOR THE ISSUE OF A PROSPECTUS WHICH CONTAINS FALSE OR
MISLEADING INFORMATION. THE REGISTRATION OF THIS PROSPECTUS AND THE
SECURITIES WHICH IT OFFERS DOES NOT RELIEVE THE PARTIES OF ANY LIABILITY
ARISING UNDER THE ACT FOR FALSE OR MISLEADING STATEMENTS OR FOR ANY
OMISSION OF A MATERIAL FACT IN THIS PROSPECTUS.
Dated 9 April 2014

ii
 TABLE OF CONTENTS

PART I SUMMARY INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

PART II RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
PART III DIRECTORS, SECRETARY, REGISTERED OFFICE AND ADVISERS . . . . . . . . . 36
PART IV EXPECTED TIMETABLE OF PRINCIPAL EVENTS AND GLOBAL OFFER
STATISTICS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
PART V PRESENTATION OF INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
PART VI LETTER FROM THE CHAIRMAN AND INFORMATION ON THE GROUP . . . . 47
PART VII DIRECTORS, SENIOR MANAGEMENT, CORPORATE GOVERNANCE AND
DIVIDEND POLICY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 95
PART VIII REGULATORY AND LEGISLATIVE FRAMEWORK IN NIGERIA . . . . . . . . . . . 108
PART IX INDUSTRY OVERVIEW . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 117
PART X SELECTED FINANCIAL INFORMATION AND LETTERS REGARDING THE
GOING CONCERN STATUS OF THE GROUP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 129
PART XI OPERATING AND FINANCIAL REVIEW . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 134
PART XII FINANCIAL INFORMATION ON THE GROUP . . . . . . . . . . . . . . . . . . . . . . . . . . 154
PART XIII UNAUDITED PRO FORMA FINANCIAL INFORMATION . . . . . . . . . . . . . . . . . 201
PART XIV CAPITALISATION AND INDEBTEDNESS STATEMENT . . . . . . . . . . . . . . . . . . . 205
PART XV DETAILS OF THE GLOBAL OFFER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 206
PART XVI TAXATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 217
PART XVII ADDITIONAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 223
PART XVIII COMPETENT PERSON’S REPORT ON OMLs 4, 38 AND 41 . . . . . . . . . . . . . . . 269
PART XIX COMPETENT PERSON’S REPORT ON THE UMUSETI/IGBUKU FIELDS . . . . . 479
PART XX COMPETENT PERSON’S REPORT ON OML 53 . . . . . . . . . . . . . . . . . . . . . . . . . . 559
PART XXI DEPOSITARY INTERESTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 605
PART XXII DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 608
PART XXIII GLOSSARY OF TECHNICAL TERMS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 622
PART XXIV NIGERIAN OFFERING COMMITMENT FORM . . . . . . . . . . . . . . . . . . . . . . . . 627

iii
 PART I
SUMMARY INFORMATION
Summaries are made up of disclosure requirements known as ‘‘Elements’’. The Elements are numbered in
Sections A - E (A.1 - E.7).
This summary contains all the Elements required to be included in a summary for this type of securities and
issuer. Because some Elements are not required to be addressed, there may be gaps in the numbering sequence
of the Elements.
Even though an Element may be required to be inserted in the summary because of the type of securities and
issuer, it is possible that no relevant information can be given regarding the Element. In this case a short
description of the Element is included in the summary with the mention of ‘‘not applicable’’.

Section A—Introduction and Warnings

A.1 Introduction This summary should be read as an introduction to this Prospectus.
Any decision to invest in the securities should be based on
consideration of the Prospectus as a whole by investors. Where a
claim relating to the information contained in this document is
brought before a court, the plaintiff investor might, under the
national legislation of the Member State, have to bear the costs of
translating the Prospectus before the legal proceedings are initiated.
Civil liability attaches only to those persons who have tabled the
summary including any translation thereof, but only if the summary
is misleading, inaccurate or inconsistent when read together with the
other parts of the Prospectus or it does not provide, when read
together with the other parts of the Prospectus, key information in
order to aid investors when considering whether to invest in such
securities.
A.2 Consent for intermediaries Not applicable. The Company is not engaging any financial
intermediaries for any resale of securities or final placement of
securities in connection with this Prospectus.

Section B—Issuer
B.1 Legal and commercial SEPLAT Petroleum Development Company Plc (‘‘SEPLAT’’ or the
name ‘‘Company’’).
B.2 Domicile and legal form, SEPLAT is a public limited company incorporated in Nigeria on
applicable legislation and 17 June 2009 with its registered office situated in Nigeria. The
jurisdiction of Company operates under the Nigerian Companies and Allied
incorporation Markets Act 2004.
B.3 Current operations and SEPLAT is an independent oil and gas company incorporated and
principal activities operating in Nigeria and with a strategic focus on Nigeria.
In July 2010, SEPLAT acquired a 45 per cent. participating interest
in, and was appointed operator of, a portfolio of three on-shore
producing oil and gas leases located in the Niger Delta (OMLs 4, 38
and 41), which include the Oben, Ovhor, Sapele, Okporhuru,
Orogho and Amukpe fields.
SEPLAT is one of the leading indigenous oil and gas operators in
Nigeria with gross operated oil production from OMLs 4, 38 and 41
of 11.5 MMbbl for the year ended 31 December 2011, 12.1 MMbbl
for the year ended 31 December 2012 and 18.8 MMbbl for the year
ended 31 December 2013, equivalent to an average daily production
of 31.4 Mbpd for 2011, 33.1 Mbpd for 2012 and 51.4 Mbpd for 2013,
of which its working interest share was 5.2 MMbbl for 2011,
5.4 MMbbl for 2012 and 8.4 MMbbl for 2013.

1
Gross gas production from OMLs 4, 38 and 41 was 41.9 bcf for the
year ended 31 December 2011, 36.3 bcf for the year ended
31 December 2012 and 36.2 bcf for the year ended 31 December
2013, equivalent to an average daily production of 114.8 MMscfd for
2011, 99.3 MMscfd for 2012 and 99.0 MMscfd for 2013, of which
SEPLAT’s working interest share was 18.9 bcf for 2011, 16.3 bcf for
2012 and 16.3 bcf for 2013.
DMCL estimates that the Group’s working interest proved plus
probable reserves in OMLs 4, 38 and 41 amount to 101,756 Mbbl of
oil and condensate and 573,469 MMcf of gas as of 31 October 2013.
It also estimates that the Group has working interest 2C contingent
resources in OMLs 4, 38 and 41 of 60,467 Mbbl of oil and
condensate and 104,693 MMcf of gas as of 31 October 2013.
On 1 June 2013, Newton Energy, a wholly-owned subsidiary of the
Company, entered into an agreement with Pillar Oil to acquire a
40 per cent. participating interest in the Umuseti/Igbuku Fields. This
acquisition is subject to a number of conditions precedent, including
the consent of the Minister. Until these conditions precedent are
satisfied, Newton Energy is entitled to receive the benefit of
40 per cent. of all oil and gas produced from the Umuseti/Igbuku
Fields. The completion of this acquisition will add approximately
9,723 Mbbl to the Group’s proved plus probable (2P) oil and
condensate reserves and 89,800 MMcf of gas.
On 29 November 2013, the Company, AMNI International
Petroleum Development Company Limited (‘‘AMNI’’) and
BelemaOil Producing Limited (‘‘BelemaOil’’) entered into a sale and
purchase agreement with Chevron Nigeria Limited (‘‘CNL’’) to
acquire a 40 per cent. participating interest in OMLs 52, 53 and 55
(‘‘CNL Assets’’) for total cash consideration of US$800 million (the
‘‘CNL Assets Acquisition’’). In addition, the Company, AMNI and
BelemaOil have entered into a consortium agreement pursuant to
which they have agreed to allocate OMLs 52, 53 and 55 and the
consideration owing to CNL between them so that: (i) the Company
acquires a 40 per cent. participating interest in OML 53 for total
cash consideration of US$300 million; (ii) AMNI acquires a 40 per
cent. participating interest in OML 52 for total cash consideration of
US$170 million; and (iii) BelemaOil acquires a 40 per cent.
participating interest in OML 55 for total cash consideration of
US$330 million. The CNL Assets Acquisition is subject to the
satisfaction of a number of conditions precedent, which include the
consent of the Minister, and will, assuming satisfaction of the
conditions precedent, have an effective date of 1 July 2013. The CNL
Assets Acquisition is currently the subject of legal proceedings
brought by Brittania U Nigeria Limited (‘‘Brittania U’’), an
unsuccessful bidder for the CNL Assets, and the parties are currently
unable to proceed further with the transaction as a result of an
injunction obtained by Brittania U from the Nigerian Federal High
Court in Lagos.

2
B.4a Significant recent trends For the year ended 31 December 2011, which was SEPLAT’s first
full year of operations, SEPLAT’s revenues were US$451.3 million
and its cash flows from operating activities were US$218.0 million.
For the year ended 31 December 2012, these figures were
US$624.5 million and US$51.0 million respectively. For the year
ended 31 December 2013, these figures were US$880.2 million and
US$291.2 million respectively.
Operating profit increased by US$150.5 million, or 84 per cent., to
US$329.9 million in 2012 from US$179.3 million in 2011 as sales
increased at a significantly greater rate than the associated operating
and depreciation expenses. Operating profit increased by
US$148.8 million, to US$478.7 million for the year ended
31 December 2013 from US$329.9 million for the year ended
31 December 2012 as revenues outpaced the costs of production.
The Group’s results of operations are influenced significantly by
crude oil prices. Prices for oil are based on world supply and demand
and a number of other indirect factors, including government
regulation, social and political conditions. Crude oil prices have
historically been highly volatile and are likely to be volatile in the
future. The Group does not hedge its exposure to such changes.
The prices for oil produced by the Group are related to the price of
Brent crude oil in world markets. Brent crude prices increased from
an average price of US$111.4 per barrel in 2011 to an average price
of US$111.7 per barrel in 2012 and subsequently decreased to an
average price of US$108.7 per barrel in 2013.
B.5 Group structure The Company is the main operating company of the Group. The
Group has five wholly-owned subsidiaries:
• Newton Energy holds the Group’s interests that it will acquire,
subject to consent from the Minister, through the Umuseti/
Igbuku Fields Investment;
• SEPLAT East, which was recently incorporated in order to
effect the CNL Assets Acquisition;
• SEPLAT UK, which was established in August 2013 principally
to carry out the Group’s investor relations and business
development activities;
• SEPLAT Gas, which was recently incorporated in order to
manage the Group’s gas business; and
• SEPLAT East Swamp, which was recently incorporated as a
vehicle for future acquisitions.

The Company does not have any other subsidiaries or investments in

other companies.

3
B.6 Major shareholders As at 8 April 2014, being the latest practicable date prior to the date
of this Prospectus (the ‘‘Latest Practicable Date’’), the following
persons held an interest which represents 3 per cent. or more of the
voting share capital of the Company:
As at the Latest Immediately following
Practicable Date Admission
As a As a
percentage percentage
of total of total
No. of Ordinary No. of Ordinary
Ordinary Shares in Ordinary Shares in
Name Shares issue Shares issue

A.B.C. Orjiako(1) . . . . . . . . . . . . . . . 84,736,913 21.18 84,736,913 15.60

Austin Avuru and Platform Petroleum
Limited(2) . . . . . . . . . . . . . . . . . . . . 73,297,011 18.32 73,297,011 13.49
MPI S.A. . . . . . . . . . . . . . . . . . . . . 120,400,000 30.10 120,400,000 22.16
Mercuria Capital Partners Limited . . . . 24,000,000 6.00 24,000,000 4.42
Quantum Power International Holdings
Limited(3) . . . . . . . . . . . . . . . . . . . . 19,600,000 4.90 19,600,000 3.61
Quantum Capital Partners Fund I LP(3) . 19,996,000 4.99 19,996,000 3.68
The Blakeney Group . . . . . . . . . . . . . 16,000,000 4.00 16,000,000 2.95

Notes:
(1) 72,036,912 Ordinary Shares are held by Shebah Petroleum Development
Company Limited, which is an entity controlled by A.B.C. Orjiako and members
of his family, and 12,700,000 Ordinary Shares are held directly by Mr. Orjiako’s
siblings. In addition, 13,506,800 Ordinary Shares, representing approximately
3.38 per cent. of the Ordinary Shares (as at the Latest Practicable Date), are held
by Vazon Investments Limited (7,366,800 Ordinary Shares) and Hautguard
Limited (6,140,000 Ordinary Shares). Both Vazon Investments Limited and
Hautguard Limited are controlled by individuals who are also shareholders in
Shebah Exploration and Production Company Limited, an entity controlled by
A.B.C. Orjiako.
(2) 19,200,000 Ordinary Shares are held by Professional Support Limited and
1,920,000 Ordinary Shares are held by Abtrust Integrated Services Limited, each
of which is an entity controlled by Austin Avuru. 44,160,000 Ordinary Shares, are
held by Platform Petroleum Limited, which is an entity in which Austin Avuru
has a 23.28 per cent. equity interest.
(3) Quantum Capital Partners Fund I LP and Quantum Power International
Holdings Limited are separate organisations and are not related parties. The use
of ‘‘Quantum’’ in the name of each entity is coincidental.

The Founders and the Company have entered into a relationship

agreement dated 25 March 2014 (the ‘‘Relationship Agreement’’),
the principal purpose of which is to ensure that the Company is
capable of carrying out its business independently of the Founders
and their associates and that transactions with the Founders and
their associates are on arm’s length terms and on normal commercial
terms.
Under the terms of the Relationship Agreement, for so long as each
of Shebah, the Platform Group and MPI remains a Major
Shareholder then it shall have the right to nominate two directors of
the Company and for so long as it remains a Minimum Shareholder
then it shall have the right to nominate one director of the Company.
‘‘Major Shareholder’’ is defined in the Relationship Agreement as
meaning any Founder that, together with any of its associates, has a
legal or beneficial interest (direct or indirect) in, or is able to
exercise, or procure the exercise of, voting rights attaching to,
17.5 per cent. or more (in the case of Shebah, Mr. Orjiako and the
Platform Group), or 30 per cent. or more (in the case of MPI), of the
issued Ordinary Shares from time to time. ‘‘Minimum Shareholder’’
is defined in the Relationship Agreement as meaning any Founder
that, together with any of its associates, has a legal or beneficial
interest (direct or indirect) in, or is able to exercise, or procure the
exercise of, voting rights attaching to, 7.5 per cent. or more (in the
case of Shebah, Mr. Orjiako and the Platform Group), or 15 per
cent. or more (in the case of MPI), of the issued Ordinary Shares
from time to time. The Relationship Agreement specifies certain

4
parties who are considered to be associates of the Founders for the
purposes of the Relationship Agreement, in particular for the
purposes of determining the Minimum Shareholder and Maximum
Shareholder requirements. These include, amongst others, Quantum
Capital, as an associate of Mr. Orjiako, and Platform Petroleum
Limited and Abtrust Integrated Services Limited, as associates of
Mr. Avuru.
Shebah, the Platform Group and MPI have also agreed in the
Relationship Agreement to exercise their voting rights to ensure, so
far as they are reasonably able, that the Board always comprises at
least three directors who are, having regard to the criteria set out in
the UK Corporate Governance Code and the Nigerian Code of
Corporate Governance, independent of each of them and their
respective associates and to exercise their voting rights to ensure, so
far as they are reasonably able, that at least one Independent
Non-Executive Director will have prior experience of sitting on the
board of a company whose ordinary shares were, at the time such
Independent Non-Executive Director held such position, listed on
the main market of the London Stock Exchange and admitted to the
Official List of the FCA.
The Relationship Agreement will continue until the earlier to occur
of: (a) all of the Founders ceasing to be Minimum Shareholders
(provided that in the event that any one of the Founders ceases to be
a Minimum Shareholder, the Relationship Agreement shall
terminate in respect of such Founder only); or (b) the Ordinary
Shares ceasing to be listed on the Official List and to trading on the
London Stock Exchange. The Relationship Agreement may also be
terminated at the option of the Company following approval by all of
the Independent Non-Executive Directors, a majority of the
Independent Non-Executive Directors (including the senior
Independent Non-Executive Director) or a majority of the
Company’s shareholders (including a majority of the Company’s
independent shareholders, being those shareholders who are not the
Founders or any of their respective associates). If the Relationship
Agreement is not terminated earlier in accordance with its terms,
then, at any time following the fifth anniversary of the Relationship
Agreement, following the request of any party to the Relationship
Agreement, the parties to the Relationship Agreement will review
the agreement together and consider mutually acceptable terms for
its continuation.
Save as set out above, the Company is not aware of any other person
who, as at the Latest Practicable Date, exercises, or could exercise,
directly or indirectly, jointly or severally, control over the Company.
None of the major shareholders of the Company set out above has
different voting rights from any other holder of Ordinary Shares in
the capital of the Company in respect of any Ordinary Share held by
them.

5
B.7 Selected historical The table below sets forth the Group’s results for the years ended
financial information 31 December 2013, 2012 and 2011.
Summary Statements of Comprehensive Income
for the years ended 31 December 2013, 2012 and 2011
Year ended
31 December
(US$ millions) 2013 2012 2011

Revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . 880.2 624.5 451.3

Cost of sales . . . . . . . . . . . . . . . . . . . . . . . . (330.9) (250.3) (206.4)
Gross profit . . . . . . . . . . . . . . . . . . . . . . . . . 549.3 374.2 245.0
General and administrative expenses . . . . . . . . . (72.0) (48.3) (56.9)
Other operating income . . . . . . . . . . . . . . . . . 0.4 2.2 —
(Loss)/gain on foreign exchange . . . . . . . . . . . . 1.5 1.9 (0.2)
Fair value movement in contingent consideration . (0.5) (0.1) (8.6)
Operating profit . . . . . . . . . . . . . . . . . . . . . . 478.7 329.9 179.3
Finance income . . . . . . . . . . . . . . . . . . . . . . 0.7 1.8 —
Finance charges . . . . . . . . . . . . . . . . . . . . . . (21.8) (36.0) (24.9)
Profit before taxation . . . . . . . . . . . . . . . . . . . 457.5 295.7 154.5
Taxation . . . . . . . . . . . . . . . . . . . . . . . . . . . 92.7 (186.6) (101.0)
Profit for the year . . . . . . . . . . . . . . . . . . . . . 550.3 109.1 53.4
Other comprehensive income
Other comprehensive income to be reclassified to
profit or loss in subsequent periods:
Foreign translation difference . . . . . . . . . . . . . . 0.1 — —
TOTAL COMPREHENSIVE INCOME FOR THE
YEAR . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 550.3 109.1 53.4

Other than as set out above in respect of the CNL Assets

Acquisition, there has been no significant change to the Group’s
financial condition and operating results during or subsequent to the
period covered by the historical financial information contained in
this Prospectus.
B.8 Selected unaudited pro The table below has been prepared to illustrate the effect of: (i) the
forma financial net proceeds of the Global Offer; and (ii) the CNL Assets
information Acquisition on the financial position of the Group as if both had
occurred on 31 December 2013. The unaudited information, which
has been produced for illustrative purposes only, by its nature
addresses a hypothetical situation and, therefore, does not represent
the Group’s actual financial position or results.

6
 Adjustments
Acquisition of
40 per cent
As at participating Unaudited
31 December Global interest in Pro Forma
2013(1) Offer(2)(3) OML 53(4) Total(5)
US$’000 US$’000 US$’000 US$’000
ASSETS
Non-current assets
Property, plant and
equipment . . . . . . . . . 585,507 — 300,000 885,507
Intangible assets . . . . . . 141 — — 141
Deferred tax assets . . . . — — — —
Prepayments . . . . . . . . 108,910 — (69,000) 39,910
Total non-current assets . 694,558 — 231,000 925,558
Current assets
Inventories . . . . . . . . . 43,112 — — 43,112
Trade and other
receivables . . . . . . . . . 410,430 — — 410,430
Cash and cash at banks . 169,461 427,233 (16,000) 580,694
Total current assets . . . . 623,003 427,233 (16,000) 1,034,236
Total assets . . . . . . . . . 1,317,561 427,233 215,000 1,959,794
Equity and liabilities
Equity attributable to
shareholders
Share capital . . . . . . . . 1,334 437 — 1,771
Share premium . . . . . . — 474,837 — 474,837
Capital contribution . . . 40,000 — — 40,000
Retained earnings . . . . . 690,807 — — 690,807
Foreign translation
reserve . . . . . . . . . . . . 58 — — 58
Total equity . . . . . . . . . 732,199 475,274 — 1,207,473
Non-current liabilities
Borrowings . . . . . . . . . 120,850 — 137,400 258,250
Deferred tax liabilities . . — — — —
Contingent consideration 8,245 — — 8,245
Provision for
decommissioning . . . . . 15,176 — — 15,176
Total non-current
liabilities . . . . . . . . . . 144,271 — 137,400 281,671
Current liabilities
Trade and other payables 251,338 — — 251,338
Borrowings . . . . . . . . . 189,753 (48,041) 77,600 219,312
Total current liabilities . 441,091 (48,041) 77,600 470,650
Total liabilities . . . . . . . 585,362 (48,041) 215,000 752,321
Total equity and
liabilities . . . . . . . . . . 1,317,561 427,233 215,000 1,959,794

(1) The consolidated statement of financial position of the Group as at

31 December 2013 has been extracted without material adjustment from
Part XII: ‘‘Financial Information on the Group’’, section B of this Prospectus.
(2) Adjustments to the pro forma statement of financial position of the Group
reflect:

US$’000

Global Offer proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . 503,774

Global Offer expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . (28,500)

Estimated net proceeds to the Company of the Global Offer . . 475,274

Use of proceeds to repay the MPI Shareholder Loan . . . . . . . (48,041)

Residual net proceeds to the Company of Global Offer . . . . . . 427,233

7
 The Global Offer proceeds (which assume the Over-allotment Option is not
exercised) of US$504 million are based on 143,284,130 Ordinary Shares being
issued by the Company at an Offer Price of 210 pence per Ordinary Share for
the International Offering and 576 Naira per Ordinary Share for the Nigerian
Offering. Global Offer costs and expenses are the estimated costs and fees
incurred in respect of the Global Offer (excluding any incentive fee or any fees
associated with the Over-allotment Option and excluding expenses incurred
prior to 1 January 2014) relating principally to investment banking,
underwriting, legal, competent person’s and accounting fees. The exchange rate
used of £:US$ equals 1.6748 on 8 April 2014 and the exchange rate used of
20JAN201405225537
US$: equals 163.80 on 8 April 2014.
(3) The Global Offer proceeds will be used in part to repay the MPI Shareholder
Loan.
(4) The Group has signed a sale and purchase agreement with CNL to acquire a
40 per cent. participating interest in OML 53 for consideration of
US$300 million. As part of the bidding process the Group pre-paid
US$69 million as of 31 December 2013. The transaction is still subject to
conditions precedent being met. In addition, an unsuccessful bidder has
obtained an injunction and the transaction is unable to proceed further.
Consequently the Group is unable to obtain information necessary to calculate
the decommissioning cost relating to OML 53 and accordingly no adjustment
has been made to reflect this. If an adjustment had been made, the same
amount would have been added to property, plant and equipment and provision
for decommissioning, with no effect on total net assets.
Furthermore, financial information in respect to the trading results of OML 53
is not currently available and it is therefore not possible to present pro forma
financial information illustrating the effect of the acquisition of OML 53 on the
earnings of the Group in accordance with Annex II Commission Regulation
(EC) 809/2004.
(5) No account has been taken of any trading or other transactions since
31 December 2013.

Impact on earnings
The Group believes that had the Global Offer and the acquisition of
a 40 per cent. participating in OML 53 occurred on 1 January 2013
the income statement for the year ended 31 December 2013 would
have been impacted. The profit for the year would have increased as
a result of:
(a) a reduction in interest expense, partially offset by a credit to
taxation charges, as a result of using a portion of the Global
Offer proceeds to repay the MPI Shareholder Loan;
(b) an increase in gross profit due to the trading activities in respect
of OML 53 offset by an increase in the depreciation charge for
the related property, plant and equipment; and
(c) additional interest income, net of associated taxation charges,
earned from unused net proceeds of the Global Offer being
placed on deposit until further acquisition opportunities are
executed.
This statement should not be taken to mean that the results of the
Group will necessarily match or exceed the historical reported
results of the Group and no forecast is intended or implied.
B.9 Profit forecast or estimate Not applicable. No profit forecast or estimate is included in this
Prospectus.
B.10 Nature of any Not applicable. No qualifications are included in any report by the
qualifications in audit reporting accountants on the historical financial information
report on the historical included in this Prospectus.
financial information
B.11 Explanation in respect of Not applicable. The Company is of the opinion that, taking into
insufficient working capital account the bank and other facilities available to the Group,
together with the net proceeds of the Global Offer, the working
capital available to the Group is sufficient for its present
requirements, that is for at least the next 12 months from the date of
this Prospectus.

8
 Section C—Securities
C.1 Type and class of The Global Offer comprises an offering of 143,284,130 Ordinary
securities being admitted Shares which are to be issued by the Company. The Ordinary Shares
to trading, including the are to be admitted to the standard listing segment of the Official List
security identification of the FCA and to trading on the London Stock Exchange’s main
number market for listed securities. The Ordinary Shares are also to be
admitted to the Official Trading List of the NSE.
When admitted to trading on the London Stock Exchange, the
Ordinary Shares will be registered with ISIN number
NGSEPLAT0008 and SEDOL number BDFMDD5.
When admitted to the Official Trading List of the NSE, the Ordinary
Shares will be registered with ISIN number NGSEPLAT0008 and
SEDOL number BDFMDB3.
C.2 Currency of the Ordinary Naira.
Shares in issue
C.3 Number of Ordinary As at the Latest Practicable Date, the number of issued Ordinary
Shares in issue and par Shares was 400,000,000. On Admission, there will be 543,284,130
value Ordinary Shares of 0.50 Naira each in issue. All Ordinary Shares in
issue on Admission will be fully paid.
C.4 Rights attaching to the The Ordinary Shares being issued pursuant to the Global Offer will,
Ordinary Shares on Admission, rank pari passu in all respects with the other Ordinary
Shares in the capital of the Company in issue. Holders of Ordinary
Shares have the following rights:
• right to receive notices of general meetings of the Company;
• right to attend any general meeting of the Company and vote at
such meetings;
• right to receive the Company’s financial statements;
• right of at least three shareholders or any shareholder(s) that
represent not less than 10 per cent. of the total voting rights to
demand a poll at the Company’s general meeting;
• right to receive dividends if declared; and
• in the case of a shareholder that holds a minimum of 10 per
cent. of the Company’s share capital, the right to requisition an
extraordinary general meeting.
C.5 Restrictions on transfer The Ordinary Shares are freely transferable and there are no
restrictions on transfer.
C.6 Admission to trading An application has been made to the FCA for all of the Ordinary
Shares, issued and to be issued in connection with the Global Offer,
to be admitted to the Official List of the FCA (by way of a standard
listing under Chapter 14 of the UK Listing Rules) and to trading on
the London Stock Exchange’s main market for listed securities.
An application has also been made to the Nigerian SEC for the
registration of all of the Ordinary Shares, issued and to be issued in
connection with the Global Offer and to the Council of the NSE, to
be listed and admitted to the Official Trading List of the NSE.

9
C.7 Dividend policy The Company intends to establish a core ordinary dividend based on
conservative assumptions regarding production and long-term oil
prices, which should allow the Company to progressively increase
dividends, in the absence of adverse macroeconomic conditions. The
Company also intends to pay special dividends when it considers
these appropriate after taking into account the level of profits
earned by the Group in the period under review, the then-existing
cash position of the Group and significant known or expected
funding commitments of the Group. In respect of the year ended
31 December 2013, a core dividend of 5 cents per share and a special
dividend of 5 cents per share were paid.

Section D—Risks
D.1 Key information on the • The Group’s crude oil and gas reserves and resources, their
key risks that are specific quality and production volumes may be lower than estimated or
to SEPLAT and the oil expected.
and gas industry • The Group’s strategic goal of increasing gross oil production
from OMLs 4, 38 and 41 to 85 Mbpd by the end of 2016
depends, in part, on its ability to convert significant contingent
resources into reserves; in connection with such conversion, as
well as further development of its hydrocarbon capacity, the
Group faces significant costs and uncertainties.
• The Group’s business requires significant capital expenditure.
The future expansion and development of the Group’s business
may require future debt and equity financing, the availability
and cost of which cannot be assured, and further depends on its
JV partner, NPDC, continuing to pay its share of expenses.
• Although the Company is operator of OMLs 4, 38 and 41, it
does not have the right to make unilateral decisions with respect
to the development and operation of OMLs 4, 38 and 41 and
depends upon its joint venture partner, NPDC, to make cash
contributions for its portion of operating expenses.
• Any expansion by the Group through acquisition activity may be
unsuccessful because of an inability to find, fund or acquire
suitable assets or as a result of its failure to successfully
integrate its operations with acquired companies or assets or to
realise the expected return on such acquisitions.
• The CNL Assets Acquisition is conditional and the subject of
the ongoing Brittania U Litigation; the CNL Assets Acquisition
Conditions may not be satisfied and/or the Brittania U
Litigation may result in a delay and/or a failure to satisfy the
CNL Assets Acquisition Conditions.
• If one or both of the other members of the CNL Assets
Consortium fail to pay their portion of the payment obligations
when due under the CNL Assets SPA, the Group may become
liable for such defaulting party’s portion of such payment
obligations.
• The Group faces competition for equipment and trained
personnel from international and indigenous oil and gas
companies, some of which may be larger or more diversified
than the Group’s and may have greater financial and technical
resources.

10
 • The Company has historically been subject to substantial
‘‘reconciliation factor’’ discounts on amounts of its crude oil
production from OMLs 4, 38 and 41 and may be again in the
future.
• All of the crude oil produced by the Company from OMLs 4, 38
and 41 is currently transported through the Trans-Forcados
Pipeline, which is not owned or operated by the Group; the
pipeline could need repair and, historically, has been subject to
militant attacks, oil theft, bunkering and vandalism resulting in
losses of crude oil.
• The Group depends upon the direction and leadership of its
existing Chairman and CEO.
• Nigeria experiences security issues and instances of fraud,
bribery and corruption.
• Nigeria suffers from militant activity which has, in the past,
disrupted operations at the wells covered by OMLs 4, 38 and 41
and transport of their products to the Forcados Terminal.
• Future changes in the Nigerian authorities and NPDC and/or in
government oil and gas policy may adversely affect the Group.
• There is considerable uncertainty surrounding the Petroleum
Industry Bill, which is currently being debated by the Nigerian
National Assembly and which, when finally passed, will
introduce significant changes to the regulation of the oil and gas
industry.
D.3 Key information on the • The Company currently has three major shareholders that will
key risks relating to the be able to exercise significant influence over matters requiring
Ordinary Shares shareholder approval.
• An active trading market for the Ordinary Shares may not
develop in either or both of the exchanges on which they trade,
which may limit liquidity and/or cause the price of the shares to
fall.
• Investing in securities in emerging markets such as Nigeria
generally involves a higher degree of risk than more developed
markets.
• The Company cannot guarantee making dividend payments in
the future.
Section E—Offer
E.1 Total net proceeds and The Company’s net proceeds from the Global Offer (excluding the
expenses of the Global Over-allotment Option) are estimated to be US$475.3 million after
Offer deduction of underwriting commissions and estimated fees and
expenses in connection with the Global Offer.
Estimate of total expenses of the Global Offer: US$28.5 million.
No expenses will be charged by the Company to the purchasers of
the Ordinary Shares.
E.2a Reasons for the Global The Company intends to use the net proceeds of the Global Offer as
Offer and use of proceeds follows: (i) US$48 million to repay in full all outstanding amounts
under its shareholder loan from MPI S.A. (‘‘MPI’’); and (ii) the
remainder of the net proceeds to acquire and develop new
acquisitions (and/or pay down any additional debt raised in
connection therewith) of both onshore and shallow offshore
acreages, assets or joint venture farm-ins, which may include (if
successful) the SPDC Assets Bid. The main source of acquisitions is
expected to come from divestitures by various international oil
companies.

11
E.3 Terms and conditions of The Company is proposing to raise up to US$504 million by way of
the Global Offer the Global Offer (assuming the Over-allotment Option is not
exercised).
The Global Offer comprises an issue of 143,284,130 Ordinary Shares
by the Company. The Global Offer will be effected by means of
(i) an offering of Ordinary Shares (a) to qualified investors in certain
Member States, including to certain institutional investors in the
United Kingdom and elsewhere outside the United States and (b) in
the United States to QIBs in reliance on an exemption from, or in a
transaction not subject to, the registration requirements of the US
Securities Act (the ‘‘International Offering’’); and (ii) an offering of
Ordinary Shares to Qualified Institutional Investors and High
Networth Investors as defined in Rule 321 of the Nigerian SEC
Rules (the ‘‘Nigerian Offering’’). The Global Offer will not be split
into separate tranches.
In addition, the Company has granted an Over-allotment Option
comprising a further 10,336,183 Ordinary Shares, equivalent to
15 per cent. of the International Offering, to cover short positions
arising from over-allotments made (if any) in connection with the
International Offering and sales made during the stabilisation
period.
Application will be made for the Ordinary Shares to be admitted to
the standard listing segment of the Official List of the FCA and to
trading on the London Stock Exchange’s main market for listed
securities. Application has also been made to the Nigerian SEC for
the registration of the Ordinary Shares to be listed and admitted to
the Official Trading List of the NSE. It is expected that the UK
Admission will become effective and unconditional dealings in the
Ordinary Shares will commence on the London Stock Exchange at
8.00 a.m. (London time) on 14 April 2014. Prior to the UK
Admission, it is expected that dealings in the Ordinary Shares will
commence on a conditional basis on the London Stock Exchange at
8.00 a.m. (London time) on 9 April 2014. It is expected that the
Nigerian Admission will become effective on 14 April 2014 and that
unconditional dealings will commence in the Ordinary Shares on the
NSE at 10.15 a.m. (Nigerian time), on 14 April 2014. All Ordinary
Shares sold in connection with the Global Offer will be subscribed
for, or purchased, at the Offer Price.
The International Offering is fully underwritten by the Joint
Bookrunners and is subject to satisfaction of the conditions set out in
the International Underwriting Agreement, including Admission
occurring and becoming effective by no later than 8.00 a.m. (London
time) on 14 April 2014 or such later time and/or date as the
Company and the Joint Global Coordinators, on behalf of the Joint
Bookrunners, may agree, and to the International Underwriting
Agreement not having been terminated in accordance with its terms.
The Nigerian Offering is not being underwritten.
The Ordinary Shares to be made available by the Company pursuant
to the Global Offer will, on Admission, rank pari passu in all respects
with the existing Ordinary Shares in issue and will rank in full for all
dividends and other distributions thereafter declared, made or paid
on the share capital of the Company.
E.4 Material interests Not applicable. There are no interests known to the Company that
are material to the Global Offer or which are conflicting interests.

12
E.5 Selling shareholders/ No Ordinary Shares are being sold by any shareholder of the
lock-up arrangements Company as part of the Global Offer.
Pursuant to the International Underwriting Agreement, the
Company has agreed that, subject to certain exceptions, during a
period expiring 180 days after the date of Admission, neither it nor
any of its subsidiaries or other affiliates, without the prior written
consent of the Joint Global Co-ordinators (on behalf of the Joint
Bookrunners), will issue, offer, sell or contract to sell, or otherwise
transfer or dispose of (including by entering into swap or other
agreements), directly or indirectly, any Ordinary Shares (or any
interest therein) or enter into any transaction with the same
economic effect as, or agree to, or publicly announce any intention
to enter into, any of the foregoing.

Pursuant to stand-alone Lock-up Deeds, the Locked-up Persons

have each agreed that, subject to certain exceptions, during a period
expiring 365 days after the date of Admission (except (i) in the case
of the Lock-up Deeds entered into by Quantum Power, Quantum
Capital, Mercuria Capital and the Blakeney Group, which expire 180
days from the date of Admission, and (ii) in the case of the Lock-up
Deed entered into by MPI, which expires 365 days from the date of
Admission in respect of 50 per cent. of its shareholding immediately
prior to Admission and 180 days from the date of Admission in
respect of the other 50 per cent. of its shareholding immediately
prior to Admission), they will not, without the prior written consent
of the Joint Global Co-ordinators (on behalf of the Joint
Bookrunners), offer, sell or contract to sell, or otherwise transfer or
dispose of (including by entering into swap or other agreements),
directly or indirectly, any Ordinary Shares or enter into any
transaction with the same economic effect as, or agree to, or publicly
announce any intention to enter into, any of the foregoing.
E.6 Dilution The Ordinary Shares issued as part of the Global Offer will
represent approximately 26.37 per cent. of the expected issued share
capital of the Company immediately following Admission.
E.7 Estimated expenses Not applicable. No expenses will be charged to investors by the
charged to the investors Company in respect of the Global Offer.

13
 PART II
RISK FACTORS
Any investment in the Ordinary Shares is speculative and subject to a high degree of risk. Prior to investing in
the Ordinary Shares, prospective investors should consider carefully the factors and risks associated with any
investment in the Ordinary Shares, the Group’s business and the industry in which it operates, together with all
other information contained in this Prospectus including, in particular, the risk factors described below.
Following the occurrence of any such event, the value of the Ordinary Shares could decline and investors could
lose all or part of their investment. Prospective investors should note that the risks relating to the Group, its
industry and the Ordinary Shares summarised in the section of this Prospectus headed ‘‘Summary Information’’
are the risks that the Company believe to be the most essential to an assessment by a prospective investor of
whether to consider an investment in the Ordinary Shares. However, as the risks which the Group faces relate to
events and depend on circumstances that may or may not occur in the future, prospective investors should
consider not only the information on the key risks summarised in the section of this Prospectus headed
‘‘Summary Information’’ but also, among other things, the risks and uncertainties described below.
The following is not an exhaustive list or explanation of all risks which investors may face when investing in the
Ordinary Shares and should be used as guidance only. The factors listed under a single heading may not provide
a comprehensive view of all risks relevant to the subject to which the heading relates. Additional risks and
uncertainties relating to the Group that are not currently known to the Group, or that it currently deems
immaterial, may also have an adverse effect on the Group’s business, prospects, financial condition and results
of operations. In particular, the Group’s performance might be affected by changes in market and/or economic
conditions and in legal, regulatory and tax requirements. If such changes were to occur, the price of the Ordinary
Shares may decline and investors could lose all or part of their investment. Investors should consider carefully
whether an investment in Ordinary Shares is suitable for them in the light of the information in this Prospectus
and their personal circumstances and, if they are in any doubt, should consult with an independent financial
adviser authorised in their jurisdiction who specialises in advising on the acquisition of shares.
The information contained in this Prospectus is based upon current legislation and tax practice and any changes
in the legislation or in the levels and bases of, and reliefs from, taxation may affect the value of an investment in
the Ordinary Shares.

1. RISKS RELATING TO THE GROUP’S BUSINESS

1.1 The Group’s crude oil and gas reserves and resources, their quality and production volumes may be
lower than estimated or expected
There are inherent uncertainties in estimating oil and gas resources and reserves for any oil and gas asset.
The reserves and contingent and prospective resources of the Group have been estimated by DMCL in the
CPRs on the basis of a number of judgments and assumptions, including the economic conditions relating
to OMLs 4, 38 and 41, OML 53 and the Umuseti/Igbuku Fields and the existing geological and engineering
data. Any error or inaccuracy in the valuation of the Group’s resources and reserves or change in the
underlying assumptions on which those valuations are based and any downward revision that may result
could have a material adverse effect on the Group’s business, prospects, financial condition or results of
operations. Estimates of the Group’s reserves and contingent and prospective resources should be
regarded only as estimates that may change as further production history and additional information
become available. Not only are such estimates based on information which is currently available, but such
estimates are also subject to the uncertainties inherent in the application of judgmental factors in
interpreting such information.
Estimation of underground accumulations of oil and gas and projecting future rates of production is an
inherently subjective process aimed at understanding the statistical probabilities of recovery. Estimates of
the quantity of economically recoverable oil and gas reserves, rates of production, net present value of
future cash flows and the timing of development expenditures depend upon several variables and
assumptions, including the following:
• production history compared with production from other comparable producing areas;
• interpretation of geological and geophysical data;
• effects of regulations adopted by governmental agencies;
• future percentages of international sales;

14
• future oil and gas prices;
• capital expenditure; and
• future operating costs, royalties, tax on the extraction of commercial minerals, development costs and
work-over and remedial costs.
As all reserve estimates are subjective, each of the following items may differ materially from those
assumed in estimating reserves:
• the quantities and qualities that are ultimately recovered;
• the production and operating costs incurred;
• the amount and timing of additional exploration and future development expenditures; and
• future oil and gas sales prices.
Further, included in this Prospectus, in addition to reserves data, is information relating to the Group’s
contingent resources, a significant amount of which are located in the Sapele Shallow and which must be
converted to reserves in order for the Group to meet its 2016 production target of 85 Mbpd from OMLs 4,
38 and 41. Contingent resources are defined as those quantities of petroleum that are estimated potentially
recoverable from known accumulations but which are not currently considered to be commercially
recoverable because of the lack of a firm plan of development with the necessary partner or governmental
approval, the lack of a market, or the lack of the proper delineation necessary to establish the size of the
accumulation for commercial purposes. Contingent resources are by their nature uncertain in respect of
the inferred volume range. This Prospectus also includes information relating to prospective resources,
which are speculative in respect of their inferred presence and uncertain in respect of their inferred
volume range. Many of the factors in respect of which assumptions are made when estimating reserves are
beyond the Group’s control and therefore these assumptions may prove to be incorrect over time.
Evaluations of reserves necessarily involve multiple uncertainties. The accuracy of any reserves or
resources evaluation depends on the quality of available information and petroleum engineering and
geological interpretation. Exploration drilling, interpretation, testing and production after the date of the
estimates may require substantial upward or downward revisions in the Group’s reserves or resources data.
Moreover, different reservoir engineers may make different estimates of reserves and cash flows based on
the same available data. Actual production, revenues and expenditures with respect to reserves and
resources will vary from estimates, and the variances may be material.
Forward-looking statements contained in the CPRs concerning the Group’s reserves and resources
definitions should not be unduly relied upon by potential investors. Special uncertainties exist with respect
to the estimation of resources in addition to those set forth above that apply to reserves. The probability
that contingent resources will be economically developed or that prospective resources will be discovered,
or be economically recoverable, is considerably lower than for proven, probable and possible reserves.
Volumes and values associated with prospective resources should be considered highly speculative. If the
assumptions upon which the estimates of the Group’s oil and gas reserves or resources are based prove to
be incorrect, the Group may be unable to recover and/or produce the estimated levels or quality of oil or
gas set out in this Prospectus, which could have a material adverse effect on the Group’s business,
prospects, financial condition or results of operations.

1.2 The Group’s strategic goal of increasing gross oil production from OMLs 4, 38 and 41 to 85 Mbpd
by the end of 2016 depends, in part, on its ability to convert significant contingent resources into
reserves; in connection with such conversion, as well as further development of its hydrocarbon
capacity, the Group faces significant costs and uncertainties
Developing a hydrocarbon production field, in particular the development of contingent resources into
reserves, requires significant investment, generally over several decades, to build the requisite operating
facilities, drilling of production wells along with implementation of advanced technologies for the
extraction and exploitation of hydrocarbons with complex properties. Making these investments and
implementing these technologies, normally under difficult conditions, can result in uncertainties about the
amount of investment necessary, operating costs and additional expenses incurred as compared with the
initial budget, thereby negatively affecting the business, prospects, financial condition and results of
operations of the Group. Further, with respect to contingent resources, the amount of investment needed
may be prohibitive, such that conversion of resources into reserves may not be commercially viable. See
section 1.1 above for a description of the risks relating to contingent resources.

15
In addition, the Group’s hydrocarbon production may be restricted, delayed or terminated due to a
number of internal or external factors, among which are malfunctions of hydrocarbon discharge or
production facilities, administrative delays (particularly in the approval of development projects by public
authorities), shortages or delays in the availability of drilling rigs (which is a particular problem for oil and
gas companies operating in Nigeria) and delivery of equipment and materials, pressure or irregularities in
geological formations, equipment failures or accidents or adverse weather conditions or malicious actions.
These factors may have a material adverse effect on the Group’s cash flow as well as on its business,
prospects, financial condition or results of operations.

1.3 The Group faces risks relating to the exploration for new reserves which may affect its ability to
produce crude oil and natural gas at expected levels, quality and costs
The exploration business, which relies on the discovery and extraction of hydrocarbons, is dependent upon
geological and seismic surveys prior to exploration drilling. Operations of this type make it possible to
decide on the location of exploration drilling, when to transition to the production start-up phase or
whether or not to pursue exploration. The hydrocarbons estimated either when exploration or production
licences are obtained or at the commencement of drilling operations may ultimately not be present or, if
present, they may be insufficient or incapable of extraction or their exploitation may not be commercially
viable. Consequently, the Group cannot guarantee a return on any investments that are, or that will be,
made with respect to future exploration, or that current exploration activities will be profitable.
In addition, actual reserve levels are only revealed over the course of exploration and may ultimately prove
to be significantly lower than originally estimated. Such surveys and operations are costly and such costs
may ultimately prove higher than anticipated depending on a number of factors encountered during the
exploration phase, in particular, unforeseen practical difficulties arising from the explored areas and/or soil
and the cost and availability of rigs and long-lead items.
The Group cannot guarantee that new hydrocarbon resources will be discovered in adequate quantities to
replace existing reserves or to allow the Group to recover all the capital invested in exploration activities
and to ensure a return on the investments made. An inability to discover adequate quantities of new
resources will increase the Group’s dependency on the conversion from contingent to prospective reserves.
The conversion may not be achieved with respect to all or any of the Group’s contingent resources and the
failure to achieve such conversion could have a material adverse effect on the Group’s business, prospects,
financial condition, results of operations and cash flows.

1.4 The Group’s business requires significant capital expenditure. The future expansion and
development of the Group’s business may require future debt and equity financing, the availability
and cost of which cannot be assured, and further depends on its JV partner, NPDC, continuing to
pay its share of expenses in a timely manner
The Group’s business involves significant capital expenditure and it may require external debt and further
equity financing in order to fund expenditure beyond its current committed and planned capital
expenditure. The Group may also, in the future, seek funds for its business by selling part of its operations
and/or by assigning certain rights to its assets under farm-out arrangements, for example its planned
farm-out of a portion of its participating interest in OML 53 (subject to the CNL Assets Acquisition
Completion). There is no certainty that it will successfully identify counterparties willing to enter into such
transactions in the future. For capital expenditure in addition to that already committed by the Group,
although the Group’s current intention is to fund its planned capital expenditure during 2014 and 2015
from its then-existing cash resources, the Group may enter into significant borrowing arrangements in
addition to raising further equity financing for its acquisition, operations, exploration, appraisal,
development or production plans. For example, should the SPDC Assets Bid be successful, the Group
would be required to incur significant amounts of additional debt to fund its aggregate share of the
consideration payable in respect of the SPDC Assets Bid, in an amount expected to be up to US$1 billion,
depending on the final purchase price agreed. Investors may experience a dilution in their percentage
holdings in Ordinary Shares if additional financing is raised through the issue of equity or equity-linked
instruments.
A variety of factors, some of which are outside of the Group’s control (including, but not limited to, the
global credit environment then existing), may mean that the Group may be unable to obtain debt financing
or additional equity financing in the amounts required for its expenditures beyond its current committed
capital expenditure, on favourable terms or at all.

16
To the extent the Group does borrow or raise additional debt, the Group will be subject to increased
interest expense, and may also be subject to additional covenants (over and above those contained in the
Afrexim Facility Agreement, the FBN Facility Agreement and the Zenith Facility Agreement, details of
which are set out at Part XVII: ‘‘Additional Information’’ of this Prospectus) requiring that the Group
maintain prescribed financial ratios restricting certain aspects of its business, including, for example,
restrictions on additional future borrowings and indebtedness levels and permitted future acquisition
activity, as well as requiring security interests over certain of its assets. In addition, future debt financings
may limit the Group’s ability to withstand competitive pressures, as the Group may become illiquid or less
liquid as a result of higher interest payments on its debt due to increases in interest rates or restrictions on
cash movement. This could hinder the Group’s ability to raise, renew and service its future indebtedness,
reduce the funding options available to the Group and render it more vulnerable to economic downturns.
In addition, if the Group requires debt but is unable to secure sufficient bank borrowings, it is highly likely
that, other than in respect of its current committed capital expenditure, this would pose challenges to the
Group’s planned development and timeline for development.
If the Group fails to generate or obtain sufficient resources to fund its capital expenditure for its
acquisition, operations, exploration, appraisal, development or production plans (beyond the Group’s
current committed capital expenditure), this could have a material adverse effect on the Group’s business,
prospects, financial condition, results of operations and cash flows or the Group’s ability to fund the
expansion or development of the business in the longer term.
In addition, NPDC is required to fund its portion of operations and expenses due under the OMLs 4, 38
and 41 Joint Operating Agreement and the Company is exposed to the risk that its sole partner may be
delayed in, or fail to make, such payments. NPDC does not rely on the Nigerian government for funds to
meet its funding obligations; rather, such funds come from the revenue stream produced by the assets in
which it has an interest. Specifically in the case of OMLs 4, 38 and 41, the Company understands that
NPDC has entered into a strategic alliance agreement with Septa Energy Nigeria Limited (‘‘Septa’’),
which, in return for a share of NPDC’s production entitlements in respect of OMLs 4, 38 and 41, provides
financing to NPDC for its funding commitments under the OMLs 4, 38 and 41 Joint Operating Agreement.
In the past, NPDC has been delayed in making certain of such payments. These past payment delays have
mainly been caused by a timing difference in the receipt of funds from NPDC, due to NPDC recognising
cash costs while the Company records accounting accruals and the fact that some costs require approval of
the operating committee under the OMLs 4, 38 and 41 Joint Operating Agreement before funds are
released by NPDC. These delays have in the past led to significant increases in the amount of NPDC’s
receivables owed to the Company. At 31 December 2013, the amount due from NPDC was
US$283.6 million, of which US$36.0 million (12.7 per cent.) related to costs awaiting approval of the
operating committee under the OMLs 4, 38 and 41 Joint Operating Agreement and US$247.7 million
(87.3 per cent.) related to amounts approved but unpaid by NPDC, the full amount of which comprised
overdue cash calls. Given the nature of the existing NPDC approval process, this timing difference in the
receipt of funds is likely to continue. In the case of continued delays or any failure by NPDC to make such
payments, the Company’s ability to fund its capital expenditure may be adversely affected.

1.5 The Company’s existing debt facility documentation contains certain restrictive covenants that
limit the Company’s flexibility in operating its business and may limit its ability to expand or
finance its operations, or otherwise respond to competitive pressures in the future
The Afrexim Facility Agreement, the Zenith Facility Agreement and the FBN Facility Agreement (when
entered into) contain or will contain covenants limiting the ability of the Company to incur additional
indebtedness, create liens on assets, enter into business combinations or dispose of its existing assets.
Failure to comply with these restrictions would, under certain circumstances, constitute a default under the
relevant agreement, which in turn may cause cross-defaults under the other agreements. The Company is
currently in the advanced stages of amending and restating the Afrexim Facility Agreement, under which
US$370 million is currently outstanding. The amendment and restatement is required in order to
document the consent previously given by the lenders under the Afrexim Facility to the formation of
Newton Energy and the other Group subsidiaries and certain other matters. The current Afrexim Facility
documentation grants security over substantially all of the Company’s existing assets. It is intended that the
amended and restated Afrexim Facility Agreement and associated documentation between the Company,
the lenders under the Afrexim Facility, FBN and Zenith will also formally grant security to FBN and
Zenith over substantially all of the Company’s existing assets and will include intercreditor arrangements
amongst the lenders. In the event of a default, whether as a result of such consents not being obtained or

17
intercreditor arrangements not being satisfactorily agreed amongst the lenders, or for any other reason, the
Company’s obligations under any and all of these facilities could become immediately due and payable,
which could have a material adverse effect on the Group’s business, prospects, financial condition, results
of operations and cash flows unless the Company repays all amounts due or refinances the relevant facility.
Details of the Afrexim Facility Agreement, the FBN Facility Agreement and the Zenith Facility Agreement
are set out in Sections 10.6.1, 10.6.3 and 10.6.4, respectively, of Part XVII: ‘‘Additional Information’’ of this
Prospectus.

1.6 There is security over substantially all of the Group’s assets in connection with each of the Afrexim
Facility Agreement, the Zenith Facility Agreement and the FBN Facility Agreement, with
intercreditor arrangements still to be agreed; if the Company defaults on its obligations, the
lenders have the right to enforce such security
In order to secure the obligations of the Company under the Afrexim Facility Agreement, the Group has
granted security over substantially all of its assets, including its right, title and interest in the Offtake
Agreement, its off-shore and on-shore operating accounts and collection accounts. In the event that the
Company defaults under the terms of the Afrexim Facility Agreement and the lenders thereunder seek to
enforce the security granted by the Group in accordance with the terms of the Afrexim Facility Agreement
and related security documentation, such enforcement would have a material adverse effect on the
Group’s business, prospects, financial condition or results of operations. In addition, the Company has
agreed to grant security over substantially all of its assets in order to secure its obligations under the Zenith
Facility Agreement and the FBN Facility Agreement. However, any such grant of security remains subject
to the consent and agreement of Afrexim, the other lenders under the Afrexim Facility Agreement, FBN
and the Company in respect of intercreditor arrangements between those entities. Whilst the Company is
in the advanced stages of finalising such arrangements, in the event such consents are not obtained or
intercreditor arrangements satisfactorily agreed, the Company may be deemed to be in default under one
or more of such agreements. If such amounts were to become due and payable as a result of such default,
or if the lenders were to enforce the security granted, this could have a material adverse effect on the
Group’s business, prospects, financial condition, results of operations and cash flows unless the Company
repays all amounts due or refinances the relevant facility. Details of the Afrexim Facility Agreement, the
FBN Facility Agreement and the Zenith Facility Agreement are set out in Sections 10.6.1, 10.6.3 and
10.6.4, respectively, of Part XVII: ‘‘Additional Information’’ of this Prospectus.

1.7 Although the Company is operator of OMLs 4, 38 and 41, it does not have the right to make
unilateral decisions with respect to the development and operation of OMLs 4, 38 and 41 and
depends upon its joint venture partner, NPDC, to make cash contributions for its portion of
operating expenses
The Company does not have the right to make unilateral decisions with respect to the development and
operation of OMLs 4, 38 and 41, which currently represent all of its operating assets and in which it holds a
45 per cent. participating interest. The remaining 55 per cent. of the rights are held by NPDC, which in
September 2010 replaced its parent company, NNPC, as the Company’s joint venture partner under the
OMLs 4, 38 and 41 Joint Operating Agreement. Please see Part IX: ‘‘Industry Overview’’, sections 2.1
to 2.3 of this Prospectus for further details on the applicable operating framework in Nigeria and NPDC’s
role in the Nigerian oil and gas industry. The oil exploitation activities under OMLs 4, 38 and 41 are
conducted jointly by the Company, as operator, and NPDC under the terms of the OMLs 4, 38 and 41
Joint Operating Agreement. Under the terms of the OMLs 4, 38 and 41 Joint Operating Agreement, the
Company is required to submit its proposed work programme for the year ahead for approval by the
operating committee formed under the OMLs 4, 38 and 41 Joint Operating Agreement. As a government
body which is also a joint venture partner of numerous operators throughout Nigeria, NPDC may not be
able to approve or fund, in a timely manner, the Company’s proposed expansion plans and projects.
Further, the Company’s strategy for operating and developing OMLs 4, 38 and 41 and the interests of the
Company may not always be aligned with those of NPDC, whose approval of the Company’s operating
plans, or selection of financial partners or suppliers, could be subject to political imperatives, and/or
influenced by conflicting interests as an operator of oil and gas assets in its own right or as a joint venture
partner of companies that compete with the Company.
In addition, NPDC is required to fund its portion of operations and expenses and the Company is exposed
to the risk that its sole partner may be delayed in, or fail to make, such payments. NPDC does not rely on
the Nigerian government for funds to meet its funding obligations; rather, such funds come from the

18
revenue stream produced by the assets in which it has an interest. Specifically in the case of OMLs 4, 38
and 41, the Company understands that NPDC has entered into a strategic alliance agreement with Septa
Energy Nigeria Limited, which, in return for a share of NPDC’s production entitlements in respect of
OMLs 4, 38 and 41, provides financing to NPDC for its funding commitments under the OMLs 4, 38
and 41 Joint Operating Agreement. In the past, NPDC has been delayed in making certain of such
payments. In the case of continued delays or any failure by NPDC to make such payments, the Company’s
ability to fund its capital expenditure and/or operating expenditure may be adversely affected. Timing
difference in the receipt of funds from the Company’s partner, NPDC, due under the OMLs 4, 38 and 41
Joint Operating Agreement have led to significant increases in the amount of NPDC’s receivables with the
Company. Please see the risk factor at section 1.4 above for further details. Subject to the CNL Assets
Acquisition Completion, NPDC will also be the Group’s JV partner in respect of the assets acquired under
that acquisition.
As a result, any unresolved disagreement between the Group and NPDC could have a material adverse
effect on the costs of developing and operating its assets, which could have a material adverse effect on the
Group’s business, prospects, financial condition, results of operations and cash flows.

1.8 Any expansion by the Group through acquisition activity may be unsuccessful because of an
inability to find, fund or acquire suitable assets at a suitable price or at all, including due to an
inability to raise the required debt financing or as a result of its failure to successfully integrate its
operations with acquired companies or assets or to realise the expected return on such acquisitions
A key element in the Group’s strategy is the acquisition of new production sources, as is evidenced by the
recent Umuseti/Igbuku Fields Investment, the conditional CNL Assets Acquisition and the recent SPDC
Assets Bid. However, there is a risk that the Group may not in the future find suitable assets for acquisition
or be able to acquire new assets at attractive prices. This may occur due to a variety of factors, including
competition from international investors, which has recently increased in Nigeria, as well as an expected
slow-down in the international oil companies’ divestment process in advance of Nigerian federal elections
which are scheduled to take place in 2015. There is also a risk that the Group may locate attractive assets
but fail to acquire such assets due to an inability to raise necessary debt funding. Without the addition of
reserves and resources as a result of acquisition activities, the Group’s reserves and production will decline
over time as reserves are exploited.
An acquisition or transfer of rights in petroleum licences or leases in Nigeria requires approval from the
Minister, which could delay or hinder transfers of rights or the growth of operations for the Group in
Nigeria.
Even in instances where the Group is able to acquire companies or assets, it may fail to realise the
expected benefits from such acquisitions, for a variety of reasons. For instance, the Group may be required
to bid for and acquire assets based on limited information on such assets’ operations, reserves and
resources, financial performance, associated potential liabilities and future performance, in particular
where there are no standalone audited financial statements available in respect of the relevant assets.
Further, even in cases where up-to-date information on reserves and resources of the assets to be acquired
exists, uncertainties inherent in estimating such data may mean that such reserves and resources later
prove to be lower than expected. There can be no assurance that assets acquired by the Group (including
any assets acquired as part of the conditional CNL Assets Acquisition or, if the Group is successful, the
SPDC Assets Bid) will yield their expected profitability or that the Group will not be exposed to currently
unknown liabilities resulting from these business combinations. Where the Group acquires another
company or new assets in the future, integrating operations and personnel and pre- or post-acquisition
costs may prove more difficult and/or expensive than anticipated and may require the Company to
indemnify the sellers against environmental and other liabilities relating to the period prior to closing. In
addition, the integration of acquired companies or assets can require significant time and effort on the part
of the Group’s management and may also require the addition of a significant number of staff for asset
development. These challenges are likely to be more significant where the Group is successful in executing
large acquisitions (for example the CNL Assets Acquisition or the SPDC Assets Bid, if successful), and in
particular where it does not obtain operatorship in respect of the acquired assets. Please see the risk factor
at section 1.9 below.
Accordingly, if the Group fails to consummate or integrate acquisitions successfully (including the
CNL Assets Acquisition or the SPDC Assets Bid, if successful), it may have to scale back its expansion
strategy and not realise the increase in reserves and related revenues currently anticipated, in which case

19
the Group may focus its financial resources on greater capital expenditure relating to its work-over and
drilling programme on its existing assets. The Group’s expansion strategy may not be successful and the
Group may not be able to invest its capital directly or indirectly to acquire assets on attractive terms or at
all. As a result, the Group’s financial condition and future performance could be materially adversely
affected.

1.9 The Group may not, in all cases, be successful in securing the operatorship of assets it acquires in
the future, which will limit its control over certain activities in respect of such assets
Many oil and gas assets in Nigeria are operated through joint venture arrangements in which the
government, usually through NPDC, holds the majority interest, with the relationship between the parties
governed by a joint operating agreement. Typically such joint operating agreements will appoint one of the
parties as operator of the relevant assets and provide that, upon an assignment by the operator of its
interests in the assets, one of the existing parties will have the right to assume operatorship in respect of
the assets. All divestments by international oil companies of oil and gas assets in the Niger Delta following
the acquisition by the Company of its 45 per cent. participating interest in OMLs 4, 38 and 41 in which
NPDC has a majority interest, have resulted in NPDC exercising such rights and assuming operatorship. It
is therefore possible that, if and when the Group completes the CNL Assets Acquisition or acquires other
assets in the future (for example, through the SPDC Assets Bid, if successful), it will not become operator
of such assets. In such an event, the Group would be required to co-operate and agree with the operator in
respect of the extent and timing of activities related to the acquired assets and the Group’s ability to direct
or control the activities of the operator will be limited to its participation in and by the powers given to the
operating committee under the relevant joint operating agreement. This may mean that the assets may not
be developed in the manner, or in the timeframe, preferred by the Group, which may mean that its
expected return is diminished or delayed. Conversely, the Group may be required to fund development
earlier than anticipated, or in amounts greater than expected, which may strain existing operations and
could materially and adversely affect the Group’s business, financial condition, results of operations and
prospects.

1.10 The CNL Assets Acquisition is conditional and the subject of the ongoing Brittania U Litigation;
the CNL Assets Acquisition Conditions may not be satisfied and/or the Brittania U Litigation may
result in a delay and/or failure to satisfy the CNL Assets Acquisition Conditions
The CNL Assets Acquisition is conditional upon, amongst other things, the consent of the Minister and
NNPC having declined to exercise its rights of pre-emption under the joint operating agreement in respect
of the CNL Assets. There can be no assurance that these conditions and the other CNL Assets Acquisition
Conditions (set out in full at Part XVII: ‘‘Additional Information’’, section 10.7.21 of this Prospectus) will
be satisfied and that the CNL Assets Acquisition Completion will be achieved by the Longstop Date or at
all. There can be no assurances as to the timing or outcome of this process or that such consent will not be
subject to conditions.
The satisfaction of the CNL Assets Acquisition Conditions may be delayed and/or prevented by the
ongoing Brittania U Litigation, which is described more fully at Part VI: ‘‘Letter from the Chairman and
Information on the Group’’, section 15 and Part XVII: ‘‘Additional Information’’, section 12 of this
Prospectus. As part of the Brittania U Litigation, the Company is, together with four other defendants, the
subject of a US$1 billion exemplary damages claim. Although the Company believes the claim to be
without merit, there can be no assurance that the claim will not be successful, in whole or in part, or that
the Company will not incur significant liability as a result.
If the CNL Assets Acquisition Conditions are not satisfied by the Longstop Date, CNL may terminate the
CNL Assets SPA. If the CNL Assets Consortium, through no fault of CNL, fails, refuses or is unable for
any reason not permitted by the CNL Assets SPA to complete or fails to fulfill any of the CNL Assets
Acquisition Conditions, CNL may assert its right to specific performance, retain a deposit in the amount of
US$147 million (the ‘‘CNL Assets Acquisition Deposit’’) and pursue any other right or remedy to which it
might be entitled at law or in equity against the CNL Assets Consortium.

1.11 If one or both of the other members of the CNL Assets Consortium fail to pay their portion of the
payment obligations when due under the CNL Assets SPA, the Group may become liable for such
defaulting party’s portion of such payment obligations

20
As noted above, the CNL Assets Acquisition is conditional upon, amongst other things, the consent of the
Minister, which will involve the Minister approving AMNI, the Company and BelemaOil (or affiliates
thereof) as assignees of CNL’s 40 per cent. participating interest in OMLs 52, 53 and 55 respectively, and
NNPC having declined to exercise its rights of pre-emption under the joint operating agreement in respect
of the CNL Assets. Upon receipt of the consent of the Minister and satisfaction of all of the other CNL
Assets Acquisition Conditions, AMNI, the Company and BelemaOil will be required to meet their
respective payment obligations under the CNL Assets SPA. Whilst the Company does not expect that the
Minister would approve the assignment of CNL’s 40 per cent. participating interest in any of OMLs 52, 53
and 55 if the relevant assignee is unable to meet its payment obligations under the CNL Assets SPA,
because the Company has assumed joint and several liability with the other members of the CNL Assets
Consortium for any payment obligations (including the total purchase price of US$800 million) arising
under the CNL Assets SPA, it would become liable to CNL for any defaulting party’s portion of the
payment obligations when due. If the Company becomes liable for such defaulting party’s portion of such
payment obligations, then it would be responsible for payment of the total purchase price of
US$800 million, which could have a material adverse effect on the Group’s business, prospects, financial
condition or results of operations.
The members of the CNL Assets Consortium have agreed to indemnify each other for each and every
liability arising under the CNL Assets SPA and the CNL Assets Consortium Agreement where one or both
of the other members of the consortium fail to meet their respective payment obligations under the CNL
Assets SPA. While the Company would be able to bring a claim pursuant to the terms of the CNL Assets
Consortium Agreement against such defaulting party to recover any sums paid by it, there can be no
assurances that such claim would be successful. Any failure by the Company to recover such sums from the
defaulting party could have a material adverse effect on the Group’s business, prospects, financial
condition or results of operations.

1.12 The Group faces competition for equipment and trained personnel from international and
indigenous oil and gas companies, some of which may be larger or more diversified than the
Group’s and may have greater financial and technical resources
The oil and gas industry is highly competitive and the Group faces strong competition from both
indigenous and international oil and gas companies for the contracting of equipment and the recruitment
and retention of skilled personnel. Skilled personnel are required in the areas of exploration and
development, operations, engineering, business development, oil and gas marketing, finance and
accounting relating to the Group’s projects. Many of the Group’s competitors are larger, have greater
financial and technical resources as well as staff and facilities, and have been operating in a market-based,
competitive economic environment for much longer than the Group.

1.13 The Company has historically been subject to substantial ‘‘reconciliation factor’’ discounts on
amounts of its crude oil production from OMLs 4, 38 and 41 and may be again in the future
Under the terms of the Crude Handling Agreement, SPDC applies a reconciliation factor to amounts of
crude oil injected by the Company at the Rapele injection point into the Trans-Forcados Pipeline in order
to account for discrepancies between numerous third-party injectors’ own production estimates (which are
affected by vandalism and theft occurring along the pipeline following injection) and the amounts of crude
oil actually received by SPDC after processing at the Forcados Terminal. This reconciliation factor
adjustment amounted to approximately 18.0 per cent. of the Company’s aggregate crude oil production for
2011 and 11.0 per cent. for 2012. SEPLAT has installed a Lease Automatic Custody Transfer Unit (‘‘LACT
Unit’’) at the Rapele injection point into the Trans-Forcados Pipeline to accurately measure amounts of
crude oil injected. Since the installation of the LACT Unit, SPDC has signed an agreement with the
Company dated 27 February 2013 which is expected to result in a material decline in the reconciliation
factor. Although for the period from 1 January 2013 to 31 December 2013, the monthly reconciliation
factor applied by SPDC has averaged approximately 10.1 per cent., there remains a risk that SPDC may
apply a substantial reconciliation factor to the Company’s crude oil production, thereby causing the
Company to sustain corresponding losses of crude oil production and related revenue, which may result in
a material adverse effect on the Group’s business, prospects, financial condition or results of operations.
Although the Company has recently completed constructing an alternative export route and is in the
process of agreeing off-take arrangements for its crude oil production from OMLs 4, 38 and 41 with
NPDC’s Warri refinery (which is described more fully at Part VI: ‘‘Letter from the Chairman and
Information on the Group’’, section 7.3.4), there is a risk that this alternative export route may not become

21
operational, or a satisfactory off-take arrangement will not be reached, in which case the Company will
need to continue to use only the Trans-Forcados Pipeline for the export of its crude oil and be subject
therefore to the reconciliation factor described above.

1.14 All the oil produced by the Group from OMLs 4, 38 and 41 is currently transported through the
Trans-Forcados Pipeline which is not owned or operated by the Group; the pipeline could need
repair and, historically, has been subject to militant attacks, oil theft, bunkering and vandalism
resulting in losses of crude oil
All of the crude oil produced by the Company from OMLs 4, 38 and 41 is currently transported through
the Trans-Forcados Pipeline, a key portion of which, between Rapele and the Forcados River manifold, is
owned and operated by a third party, the Shoreline-NPDC Joint Venture. The remaining section of the
Trans-Forcados Pipeline from the Forcados River manifold to the Forcados Terminal is owned and
operated by SPDC. As with any pipeline system, it is subject to breakdowns and leakage. In 2014 to date,
the line, or parts thereof, have been down for approximately 30 days. Parts of the pipeline system may
require reconstruction and replacement as a result of their age. Much of the Trans-Forcados Pipeline is
over 40 years old, and much of the system is located in regions where construction, maintenance and
refurbishment are difficult and costly. Further, the export pipeline infrastructure used by the Company has
historically been the target of frequent incidents of militant attacks, bunkering, oil theft and vandalism. As
a result, the export pipeline infrastructure used by the Company may experience outages or capacity
constraints during required maintenance periods, and it is likely that maintenance work will increase in the
future. During maintenance periods, the Company may experience delays in, or be prevented from,
transporting crude oil. Such delays, outages or capacity constraints could have a material adverse effect on
the Group’s business, prospects, financial condition or results of operations.

1.15 The Company’s Crude Handling Agreement may be terminated or the Company may be subject to
higher tariffs if the Company does not meet its material obligations under the terms of such
agreement
The Company’s current average production levels exceed its nominal capacity of 50,000 barrels per day for
2014 under the terms of the Crude Handling Agreement. Consequently, the Company currently incurs a
higher tariff for excess crude oil transported. In order to avoid any such excess charges for a given year, the
Company would need to request increased capacity in November prior to commencement of that year
(which it is permitted to do under the terms of the Crude Handling Agreement), although any agreement
to increase transportation capacity is at the discretion of the third-party handler. The Company has
recently completed constructing a pipeline to the Warri refinery to provide a second export route
(described more fully at Part VI: ‘‘Letter from the Chairman and Information on the Group’’, section 7.3.4
of this Prospectus). Subject to any alternative transportation routes becoming available prior to expiry of
the Crude Handling Agreement on 31 July 2015, the Company will need to seek an extension of that
agreement and any such extension may be on less favourable terms.
The Crude Handling Agreement stipulates that, from 1 January 2013, the Company must only inject oil
(i) containing less than 0.5 per cent. water into the Trans-Forcados Pipeline, a percentage it currently
exceeds (the average BSW content as at 31 December 2013 was 32.44 per cent.) and (ii) with a vapour
pressure of less than 9 lb Reid, which the Company does not currently meet. The Company has installed its
own water separation facilities, which are due to become fully operational during the second half of 2014.
The Company expects the water content to be approximately 3 per cent. after the water separation
facilities become fully operational. Given the high costs of installing the water separation facilities and
equipment necessary to reduce vapour pressure, the Company does not believe that any further steps
should be taken to meet the stipulated target levels until other third-party injectors commence similar
projects to reduce water content and vapour pressure. Under the terms of the Crude Handling Agreement,
the Company’s failure to meet these contractual obligations gives SPDC the contractual right to terminate
the Crude Handling Agreement, which would have a material adverse effect on the Group’s business,
prospects, financial condition or results of operations.

1.16 The Group depends upon a limited number of third-party suppliers and sub-contractors for the
provision of certain goods and services
Within the context of its exploration and production activities, the Group is required to enter into
contracts with third parties, particularly for the completion of certain work and services connected with
drilling and transporting hydrocarbons. For the year ended 31 December 2013, the Group’s top supplier,

22
SPDC, accounted for 4.0 per cent. of the Group’s total purchases, with the top five suppliers accounting for
13.7 per cent. of the total purchases in that year, of which 5.5 per cent. was supplied by Cardinal and
Nerine Support Services Limited (both of which are related parties).
The costs of third-party services and equipment have increased significantly over recent years and may
continue to rise. The reduced availability of drilling rigs and other equipment may delay the Group’s
ability, directly or indirectly, to exploit reserves and adversely affect the Group’s operations and
profitability.
Further, the Group’s suppliers and contractors may fail to perform contracted work properly or in
compliance with the Group’s procedures, which may lead to accidents, such as the recent fire at the Ovhor
facility which resulted in the death of five workers (details of which are given in Part VI: ‘‘Letter from the
Chairman and Information on the Group’’, section 12.2 of this Prospectus), or to other adverse
consequences that could impact the Group’s financial position and/or its reputation, and expose the Group
to liability for which it may not have recourse to the supplier or contractor.
Given the concentration of appropriate suppliers, non-performance, unsatisfactory performance or late
performance by a third party of its contractual obligations to the Group could subject the Group to
additional costs and delays or even lead to the abandonment of projects, which could have a material
adverse effect on the Group’s business, prospects, financial condition or results of operations.

1.17 Expansion of the Group’s gas business depends upon, among other things, third-party commercial
ventures in Nigeria completing construction of necessary gas power plants
Currently, and until 2017, the Group sells substantially all of its gas to one off-taker, the Nigerian
government. However, Nigeria’s domestic gas market is currently undergoing significant changes with
increased demand and improving pricing dynamics. The Group has recently entered into one gas sales
agreement with a commercial off-taker, Southfield Petroleum, and is in the process of executing (subject to
NPDC approval) agreements with two additional commercial off-takers (Azura Power and KEL/VPL JV).
Since several of the commercial off-takers with which the Group has agreed arrangements will need to
have completed construction of gas power plants before they can purchase the Group’s gas, there is a risk
that these commercial off-takers will not therefore be in a position to commence their purchase of the
Group’s gas under these agreements in 2017, which may have a material adverse effect on the Group’s
ability to expand its gas business.

1.18 The Group depends upon the direction and leadership of its existing Chairman and CEO
Given the importance of the direction and leadership of its existing Chairman and CEO as founders of the
Group, their local knowledge and relationships in the oil and gas industry in Nigeria and their length of
industry experience, the future success of the Group is, to an extent, dependent upon the continued service
of the Chairman and the CEO. The Group has no key-man insurance policy in place and, therefore, there
is a risk that the unexpected departure or loss of either of these individuals could have a material adverse
effect on the business, financial condition and results of operations of the Group, and there can be no
assurance that the Group will be able to attract or retain suitable replacements.

1.19 The Group may face increased fines and other liabilities relating to gas flaring
Subject to very limited exceptions, flaring of associated gas is prohibited in Nigeria and incurs fines which
at present are relatively low but may significantly increase upon the passage of the PIB. Under the
20JAN201405225537
Associated Gas Re-injection Act, the penalty for flaring gas was, as at January 1998, pegged at 10 per
1,000 scf. By a directive, dated 15 August 2011, the Minister purported to increase this penalty to US$3.50
per 1,000 scf. The imposition of this increased penalty is widely disputed by the Nigerian oil and gas
industry, since no official gazette has been issued to support it, and it may therefore be the subject of a
20JAN201405225537
successful challenge. Consequently, the general industry view is that the penalty rate remains at 10 per
1,000 scf and the Group continues to pay penalties at this rate. The Company received a penalty for gas
flaring issued by the Department for Petroleum Resources (‘‘DPR’’), calculated at the new penalty rate, for
the sum of US$16 million for the year 2010, which is currently being contested by the Company on the
grounds that it is overstated. The Company has not received demands for penalties at the new higher
penalty rate relating to gas flaring from the DPR for the years 2011, 2012 and 2013, but there can be no
assurance that it will not receive demands for penalty payments at the higher rate in respect of those years.

23
As part of its development and operation of OMLs 4, 38 and 41, the Company extracts oil as well as the
associated gas and the free gas produced by the gas reservoirs. A residual amount of associated gas
continues to be flared at the Oben, Amukpe and Sapele sites. The Company has committed funds towards
the cost of new gas compressors which are due for installation at these sites during 2014. However, until
such time as the Company is able to process all of its associated gas, it will need to continue to flare a
portion of its associated gas production. If it were to be determined that gas has been flared or is being
flared without authorisation, this violation of the applicable regulations could result in judicial or
administrative proceedings leading to orders to cease flaring for the field or fields where the violation was
committed and/or the payment of fines by the Company.
The Company does not have DPR authorisation for the sites at which associated gas is flared. Regardless
of authorisation, the act of flaring has, in the past, caused, and may continue to cause, environmental
pollution in violation of DPR regulatory limits, which could expose the Company to fines and reputational
damage.

1.20 The Group could face significant liabilities in connection with and bear the costs of cleaning up any
contaminated land
The Group’s oil exploration and production activities can endanger water resources and the quality of
subsoil, especially in the case of hydrocarbon spills into groundwater or the subsoil. In the case of OMLs 4,
38 and 41, these spills could also affect crops in the vicinity of the wells, the forest reserve located near
OML 4 and the inhabitants of the town of Sapele. The Group has identified small samples of contaminated
soil close to certain fuel storage areas and some of the motors used by its facilities, hydrocarbon spills
along pipelines and around collectors located near crude oil wells and a plot of land contaminated by an
accidental spill near the Amukpe pumping station.
As at the date of this Prospectus, there is no material legal action outstanding with respect to alleged or
actual environmental contamination of OMLs 4, 38 and 41 but the Group may face legal action in respect
thereof, and in respect of any new contamination deriving from its facilities from regulators as well as
private parties, and have to bear the costs of cleaning up the contaminated land, which could have a
material adverse effect on the Group’s business, prospects, financial condition or results of operations.

1.21 The Company is not indemnified by the Assignors (SPDC, TOTAL and AGIP) under the terms of
the Agreement for Assignment for any environmental liabilities arising in respect of OMLs 4, 38
and 41 which relate to the period prior to 31 July 2010 and, under the CNL Assets SPA, the
Company has agreed to indemnify CNL for environmental and decommissioning liabilities for the
period prior to 1 July 2013
Under the terms of the Agreement for Assignment, the Company is not indemnified by the Assignors
(SPDC, TOTAL and AGIP) for any environmental or decommissioning liabilities arising in respect of
OMLs 4, 38 and 41 which relate to the period prior to 31 July 2010. If any claim for environmental
liabilities is brought against the Company, even though any such liabilities arose during the period prior to
the Company’s acquisition of a 45 per cent. participating interest in OMLs 4, 38 and 41, the Company
would be unable to seek indemnification from the Assignors.
Under the CNL Assets SPA, the Company (as a member of the CNL Assets Consortium) has agreed to
indemnify CNL for environmental and decommissioning liabilities arising in respect of the CNL Assets for
the period prior to 1 July 2013.

1.22 The Group’s licences in respect of OMLs 4, 38 and 41 expire in June 2019. Renewal is subject to the
approval of the Nigerian government, which may impose additional, or more onerous, conditions
to, or withhold, its approval
Paragraph 13(1) of the First Schedule to the Petroleum Act provides that the renewal of OMLs is to be
granted by the Minister upon application by the licence holder, provided that the latter has paid all rents
and royalties due and has adhered to all terms and conditions of the licence. The Petroleum Act does not
limit the number of renewals that may be granted. In the event that the Group is, for any reason, unable to
renew OMLs 4, 38 and 41 beyond 2019, the Group would be deprived of what are currently its only
significant assets, which would have a material adverse effect on the Company’s business, prospects,
financial condition and results of operations.

24
In addition, there is a risk that, even if the Group is able to renew its OMLs, additional and perhaps more
stringent terms and conditions may be imposed upon it under the renewed lease. Although the Petroleum
Act does not expressly confer power on the Minister to impose additional terms and conditions upon the
renewal of an OML, it has been interpreted by the Nigerian government as not preventing the Minister
from imposing such terms and conditions. Terms and conditions upon renewal may differ substantially
from the terms and conditions of the expiring lease. Additional obligations demanded of international oil
companies that have applied for OML renewals have ranged from the payment of a renewal bonus
calculated on the basis of the OML’s estimated remaining reserves and the farm-out of a portion of the
lessee’s OML area, to the imposition of new work obligations in respect of the lease. It is likely that this
practice will be retained if the Petroleum Industry Bill (‘‘PIB’’), currently at committee stage at the
Nigerian National Assembly, is passed into law in its current form. Section 185(2) of the current draft of
the PIB proposes that the terms and conditions that will apply to a renewed petroleum mining lease (i.e. an
oil mining lease) should be the prevailing conditions for new petroleum mining leases at the time of the
renewal, which may be more stringent than those of the expiring lease. In addition, the PIB proposes the
payment by the lessee of a renewal bonus that would be specified in the renewed lease. Should this become
law, the Minister would then have the statutory power to impose additional or more onerous terms and
conditions that could have a material adverse effect on the Group’s business, prospects, financial condition
and results of operations.

1.23 Drilling, exploration, production and related activities can be dangerous, posing health, safety and
environmental risks, and the Group’s internal policies and procedures may be insufficient to
correctly identify and/or prevent such hazards
Developing oil and gas resources and reserves into commercial production involves a high degree of risk.
The Group’s exploration operations are subject to all the risks common in its industry. These hazards and
risks include encountering unusual or unexpected rock formations or geological pressures, geological
uncertainties, seismic shifts, blowouts, oil spills, uncontrollable flows of oil, natural gas or well fluids,
explosions, fires, improper installation or operation of equipment and equipment damage or failure.
If any of these types of events were to occur, they could result in loss of production, environmental
damage, injury to persons and loss of life. Following an accident at the Ovhor manifold whilst contractors
were working on the site, there was a fire which tragically resulted in five fatalities and damage to the
facility and resulted in costs to the Company of US$1.36 million. They could also result in significant delays
to drilling programmes, a partial or total shutdown of operations, significant damage to equipment owned
or used by the Company and personal injury, wrongful death or other claims related to loss being brought
against the Company. These events could result in the Company being required to take corrective
measures, incurring significant civil liability claims, significant fines or penalties as well as criminal
sanctions potentially being enforced against the Company and/or its officers. The Company may also be
required to curtail or cease operations on the occurrence of such events. Any of the above could have a
material adverse effect on the Group’s business, prospects, financial condition or results of operations.
While the Group has implemented certain policies and procedures intended to identify and mitigate such
hazards, develop appropriate work plans and approvals for high-risk activities and prevent accidents from
occurring, these procedures may not be sufficiently robust or appropriately followed by the Group’s staff or
third-party contractors to prevent accidents, as was the case in the Ovhor manifold fire in late 2012, which
is described in further detail in Part VI: ‘‘Letter from the Chairman and Information on the Group’’,
section 12.2.2 of this Prospectus.

1.24 The Group is obliged to comply with health and safety and environmental regulations and future
costs of compliance may change unpredictably and may prove to be substantial
The Group’s operations are subject to laws and regulations relating to the protection of human health and
safety and the environment. Failure, whether inadvertent or otherwise, by the Group to comply with
applicable legal or regulatory requirements may give rise to significant liabilities.
The terms of licences or permits, including those held by the Group, customarily include stringent
environmental and/or health and safety requirements.
The Group incurs, and expects to continue to incur, substantial capital and operating costs in order to
comply with increasingly complex health, safety and environmental laws and regulations. New laws and
regulations, the imposition of tougher requirements in licences, increasingly strict enforcement of, or new

25
interpretations of, existing laws, regulations and licences, or the discovery of previously unknown
contamination may require further expenditures to:
• modify operations;
• install pollution control equipment;
• perform site clean-ups;
• curtail or cease certain operations; or
• pay fees or fines or make other payments for pollution, discharges or other breaches of environmental
requirements.
Although the costs of the measures taken to comply with environmental regulations have not had a
material adverse effect on the Group’s financial condition or results of operations to date, in the future,
the costs of such measures and liabilities related to environmental damage caused by the Group may
increase and result in a material adverse effect on the Group’s business, prospects, financial condition or
results of operations. These factors may lead to delayed or reduced exploration, development or
production activity as well as to increased costs.

1.25 The Group may be subject to risks of possible labour action by its workforce
Whilst the Group believes it enjoys good labour relations with its workforce, which is not currently
unionised, the Group’s operations may be affected by strikes, lock-outs or labour disruptions involving its
employees and the employees of third parties, including those of contractors retained to carry out the
Group’s drilling programme and those of operators of transportation infrastructure needed to run the
Group’s operations. Delays or disruptions to operations caused by any labour actions could have a material
adverse impact on the Group’s business, prospects, financial condition or results of operations.

1.26 The Group does not insure against business interruption risks, such as loss of production or
terrorism, and its insurance coverage, or that of its contractors, may not be adequate for covering
all losses arising from potential operational hazards and unforeseen interruptions
The Group believes that the cover obtained under the insurance policies currently taken out by it is
reasonably suited to the risks encountered in the context of its operations. There can be no assurance
however that such insurance will be adequate to cover any losses or exposure for liability that the Group
may suffer or that the Group will continue to be able to obtain insurance to cover such risks. For example,
the Group does not have insurance for business interruption, such as loss of production or terrorism, and,
therefore, it will suffer losses as a result of a shut-in or cessation in production or act of terrorism or
sabotage.
Further, even where the Group is insured, its contractors may themselves be insufficiently insured, or
uninsured, in respect of damage they may cause to the Group’s property or operations. In such cases, the
Group may be required to incur additional costs to extend its cover to its contractors, from whom it may be
unsuccessful in recovering such costs in full or at all.

1.27 The Group faces foreign exchange risks

While most of the Group’s revenues are either denominated in US Dollars or are correlated to US Dollar
oil prices, a significant proportion of its in-country costs (other than debt service costs and costs that are
linked to US Dollar oil prices such as mineral extraction taxes, export duties and a portion of the pipeline
tariffs under the Crude Handling Agreement) are denominated in Naira. The Group’s results of
operations are, therefore, affected by the relative movements of Naira inflation and exchange rates. In
particular, the Group’s operating margins are generally adversely affected by the appreciation of the Naira
against the US Dollar because this will generally cause the Group’s costs to increase in real terms relative
to its revenues. See Part XI: ‘‘Operating and Financial Review’’, section 9 of this Prospectus for discussion
of how recent foreign exchange movements have impacted the Group’s business. The Group currently
does not have a policy of hedging against movements in foreign exchange rates.

26
1.28 The Group currently does not enter into any hedging arrangements in respect of fluctuations of
crude oil prices
Oil and gas prices are based on world supply and demand and are subject to large fluctuations in response
to relatively minor changes to the demand for oil, whether the result of uncertainty or a variety of
additional factors beyond the Group’s control. The cash flow and forecasts of the Group are strongly
impacted by changes in oil and gas prices. Historically, prices for oil and gas have fluctuated widely for
many reasons, including:
• global and regional supply and demand, and expectations regarding future supply and demand, for
crude oil and petroleum products;
• geopolitical uncertainty;
• weather conditions and natural disasters;
• access to pipelines, railways and other means of transporting crude oil;
• costs of transportation;
• prices and availability of alternative fuels;
• prices and availability of new technologies;
• the ability of the members of OPEC, and other crude oil producing nations, to set and maintain
specified levels of production and prices;
• political, economic and military developments in oil producing regions generally and particularly in
Nigeria and the Middle East;
• global and regional economic conditions;
• domestic and foreign government regulations including the imposition of export restrictions and taxes;
and
• market uncertainty and speculative activities by those who buy and sell oil and gas on the world
markets.
Since the Company’s founding in June 2009, oil and gas prices both worldwide and in the domestic markets
in Africa have both increased and decreased. Oil production in Nigeria has also fluctuated significantly in
recent years, primarily as a result of violence in the Niger Delta region. Militant activity in the Niger Delta
has led to significant disruptions in the production of oil, and although such activity has decreased and oil
production has increased in the wake of the amnesty programme and other government initiatives to
address the needs of the Niger Delta region, no assurance can be given that militant activity will not
increase from current levels or that violence in the Niger Delta region will not lead to significant
disruptions in oil production in future periods. Many developed economies are actively seeking to develop
alternative sources of energy and reduce their dependence on oil as a source of energy. Any long-term shift
away from fossil fuels, and any other changes that result in a decline in international prices for crude oil,
will have an adverse effect on the Group’s revenue.
As at the date of this Prospectus, the Group does not hedge against this risk largely due to the
implementation costs and unfavourable tax treatment that would result. However, the Company may,
under the terms of the Afrexim Facility Agreement, be required to enter into such hedging arrangements if
the lenders reasonably consider that there may be a fall in the price of crude oil below US$60 per barrel
during the term of the facility.

1.29 The Group has recently adopted new corporate governance policies and procedures. Certain of
these policies and procedures are still being developed and implemented and therefore are not as
effective as those of international companies which have had such policies and procedures in place
for a longer time
In anticipation of the Global Offer and its obligations as a publicly reporting company, the Company has
recently appointed several new Directors to its Board and established a number of board committees that
will report directly to the Board, including an audit committee and a remuneration committee. In addition,
the Group has adopted and is implementing new policies and procedures in connection with the formation
of corporate governance controls including a code of business conduct and policies relating to
anti-corruption and bribery, procurement and tendering, community relations, share dealing,

27
whistleblowing, conflicts of interest and the entry into, existence and reporting of related-party
transactions. Such policies, procedures and systems have not applied to the Group’s historical operations
as described in this Prospectus, are not as developed as those of companies with longer operating histories,
or of companies in Western Europe or the United States, and remain untested. There can be no assurance
that they will function as designed.

1.30 The Group has recently adopted IFRS and implemented new internal controls and procedures that
are still being developed and are not yet comparable to those of more established listed companies
In advance of the Global Offer and consistent with new Nigerian requirements, the Group has recently
adopted IFRS and has taken and will continue to take steps to enhance its financial reporting and internal
control environment. In preparation for the Global Offer, the Group has added a number of reporting
procedures, practices and internal controls that are typical of international listed companies (including
recently migrating its internal data management processes from Sage to SUN systems), and has hired
additional skilled personnel in its finance department and has outsourced its internal audit function. The
new procedures relate to such matters as providing management information to the Board and other
Group governance committees, establishing appropriate disclosure policies for a listed company,
monitoring related-party transactions and implementing policies with respect to related-party transactions,
ensuring that adequate accounting policies are implemented with respect to acquisitions and
implementation of policies with respect to fraud detection. The Group’s reporting procedures, practices
and internal controls are not comparable to those of companies that have been listed for some time. In
addition, further improvements are planned to be implemented. There can be no assurance that these will
function as designed.

1.31 There can be no assurances that the Company and/or Newton Energy will maintain their
favourable ‘‘pioneer’’ tax status, which they have recently been granted, for the duration of the
qualifying period through 2017
Effective 1 January 2013, the Company was granted the pioneer tax status incentive by the Nigerian
Investment Promotion Commission for a five-year period. For the period the incentive applies, the
Company is exempt from petroleum profits tax on crude oil profits (which would be otherwise taxed at
65 per cent., to increase to 85 per cent. in 2015), corporate income tax on natural gas profits (currently
taxed at 30 per cent.) and education tax of 2 per cent. Newton Energy was also granted pioneer tax status
for a five-year term effective 1 June 2013. However, there can be no assurances that current or future
governments will not revoke these tax incentives prior to the end of the five-year period or seek to recover
taxes waived under the scheme from the Company and/or Newton Energy in the future. For further details
on the ‘‘pioneer’’ tax status, see Part VI: ‘‘Letter from the Chairman and Information on the Group’’,
section 7.5 of this Prospectus.

1.32 The Group’s decommissioning funds may prove to be insufficient

The Group sets aside funds for decommissioning assets based on estimates of the decommissioning costs,
which are based on current requirements, technology and price levels and are computed based on the
latest assumptions as to the scope and method of abandonment. However, because decommissioning
estimates are based only on those facts and circumstances known at the time of estimation and
assumptions which might later prove to be inaccurate, such provisions may not prove to be sufficient to
cover actual decommissioning costs. Furthermore, the PIB, if and when enacted, may include new
regulations for the decommissioning of installations, structures, wells and pipelines, which may require the
Group to set aside additional decommissioning funds.

2. RISKS RELATING TO NIGERIA

2.1 Investing in securities in emerging markets such as Nigeria generally involves a higher degree of
risk than more developed markets
Investing in securities of issuers in emerging markets, such as Nigeria, generally involves a higher degree of
risk than investments in securities of issuers from more developed countries and carries risks that are not
typically associated with investing in more mature markets. These risks include, but are not limited to,
higher volatility and more limited liquidity in respect of the Ordinary Shares, greater political risk, a
narrow export base, budget deficits, lack of adequate infrastructure necessary to sustain economic growth
and changes in the political and economic environment. Emerging markets can also experience more

28
instances of corruption by government officials and misuse of public funds than do more mature markets,
which could affect the ability of companies within such markets to operate their businesses efficiently.
Investors should exercise particular care in evaluating the risks involved and must decide for themselves
whether, in light of those risks, their investment is appropriate.

2.2 Nigeria experiences security issues and instances of fraud, bribery and corruption
The Group operates and conducts business in Nigeria, which, like many countries in emerging market
economies, experiences a considerable level of criminal activity, fraud, bribery and corruption. Oil and gas
companies operating in West Africa, and more specifically Nigeria, may be particular targets of criminal or
militant actions. Criminal, corrupt or militant action against the Group, its properties or facilities could
have a material adverse effect on the Group’s business, prospects, financial condition or results of
operations.
Although the Group has adopted and is in the process of implementing comprehensive corporate
governance policies and procedures, including a code of business conduct, an anti-corruption and bribery
policy and a whistle-blowing policy, it may not be possible for the Group to detect or prevent every
instance of fraud, bribery or corruption. Failure to detect or prevent any such instances may expose the
Group to potential civil or criminal penalties under relevant applicable law and to reputational damage,
which may have a material adverse effect on the Group’s business, prospects, financial condition or results
of operations.

2.3 Nigeria suffers from militant activity which has, in the past, disrupted operations at the wells
covered by OMLs 4, 38 and 41 and transport of their products to the Forcados Terminal
Nigeria suffers from militant activity in the Niger Delta region, where a number of militant groups with
differing goals operate. The main militant group in the region is the ethnic-Ijaw Movement for the
Emancipation of the Niger Delta (‘‘MEND’’), which claims to be fighting for political power for the
region’s residents and a redistribution of oil revenues. Since MEND emerged in 2006, attacks and
kidnappings have made the core states of Rivers, Delta and Bayelsa challenging operating environments
for companies, particularly for companies in the oil and gas industry, which have been the main target of
attacks. The security situation remains volatile in the Niger Delta region. Despite a recent surrender of
weapons and the current ceasefire on the part of MEND, militant and criminal groups continue to operate
in the region and are capable of carrying out armed attacks. While security installations and personnel
remain the primary targets for any such incidents, oil companies, such as the Group, and their employees
may be singled out.
Instability in the Niger Delta involving attacks and kidnapping by militants targeting the oil industry has
severely disrupted production across a broad geographical area. The Company is aware that, prior to its
acquisition of a 45 per cent. participating interest in OMLs 4, 38 and 41, a number of similar incidents
affecting the export pipelines and thefts of oil via ‘‘hot tapping’’, bunkering or access to the manifold had
occurred in the areas covered by these OMLs, leading in 2008 to a 16-month long stoppage of SPDC’s
operations there. Since the acquisition of its 45 per cent. participating interest in OMLs 4, 38 and 41, the
extent and frequency of incidents of this type concerning the export pipelines have declined and the
Company has been able to repair resultant damage and resume operations within a relatively short time
frame but no assurances can be given that such incidents will not increase in frequency or severity in the
future.
Militant groups in the Niger Delta region have been known to detain expatriates, particularly those
employed in the oil sector. Many international oil company operators in the region have reduced
operations substantially because of persistent community unrest and the direct threat of abduction,
extortion and robbery. The security environment in the region is likely to remain volatile. If the Group or
its employees or its contractors are the subject of any attacks, kidnappings or other security threats, this
could have a material adverse effect on the Group’s business, prospects, financial condition or results of
operations.
The recent escalation in civil unrest in Nigeria, including attacks on oil workers by MEND in 2013 and
clashes between different religious groups and future terrorist attacks carried out by certain Islamist
groups, including Boko Haram, may also pose a threat to the operations of the Group and any
intensification in the level of civil unrest may have a material adverse effect on the Group’s business,
prospects, financial condition or results of operations.

29
2.4 The global economic crisis has impacted, and may continue to impact, the Nigerian economy, in
particular its banking industry and capital markets
The global recession and financial crisis in 2008 and 2009 impacted Nigeria particularly through the
resulting fluctuations in oil prices and increased investor aversion to risk, which resulted in a withdrawal of
portfolio capital and reduced access of private-sector borrowers to credit. The impact of the global
recession has been felt mainly through a reduction in foreign currency reserves, the weakening of the Naira
towards the end of 2008 and the decline of the Nigerian equity markets, falling commodity prices, reduced
net capital inflows and the bad debt exposure of Nigerian banks. Although Nigeria’s GDP increased from
US$168.5 billion in 2009 to US$262.6 billion in 2012, if the global economy further weakens, this may have
an adverse effect on the Nigerian economy which could slow down its development (particularly in terms
of infrastructure) and thus have a significant impact on the current activities or investment projects of the
Group. These difficulties could also increase the costs of current or future financing that the Group may
need for its investments, even to the extent of preventing the Group from financing such projects or
causing the financing of such projects to fail.

2.5 Future changes in the Nigerian authorities and the NPDC and/or in government oil and gas policy
may adversely affect the Company
The Nigerian government owns the country’s mineral resources and grants hydrocarbon exploration and
production rights under fixed term licences and OMLs, which can be renewed. It thus retains control over
the exploration and exploitation of hydrocarbon reserves and, in numerous cases, acquires interests of its
own through the state-owned oil company, NNPC, and its subsidiary, NPDC. Any adverse changes in the
government’s policy with respect to the oil and gas industry, including any which may occur following the
national elections in 2015 and a potential change in government, may adversely impact the interests of the
Company, in particular should the international oil companies’ divestment process be delayed in advance
of national elections.
Further, the strategy and business of the Company in Nigeria depend on it maintaining good relationships
and cooperating with the relevant Nigerian authorities. While the Company believes that it has a close
working relationship with the Nigerian authorities and NPDC, there is no guarantee that this positive
relationship will continue or that actions by the current or future governments will not seriously affect the
business or financial position of the Company. This relationship could be adversely impacted by future
changes in the personnel or management of the Company, the Nigerian authorities or NPDC.

2.6 The Nigerian government may intervene in the oil and gas industry in ways that are unfavourable
to the Group’s business and strategy
Generally, exploration and development activities in Nigeria can require lengthy negotiations with the
Nigerian government, NNPC and third parties and may be subject to expropriation, nationalisation,
renegotiation, change or nullification of existing licences, changes to contracts, changes to royalty rates and
taxes, difficulties in enforcing contractual rights, adverse changes to laws (whether of general application
or otherwise) or the interpretation thereof, foreign exchange restrictions, changing political conditions,
local currency devaluation, currency controls and the interpretation, implementation, enforcement of any
laws or governmental regulations that favour or require the awarding of contracts to local contractors or
require contractors to employ citizens of, or purchase supplies from, Nigeria (for example, the Nigerian
Content Act). Any of these factors detailed above or similar factors could have a material adverse effect on
the Company’s business, prospects, financial condition or results of operations.
The Petroleum Act 1969 states that the Minister may revoke an oil prospecting licence or an oil mining
licence if the licensee or lessee becomes controlled directly or indirectly by a citizen of, or subject of, or a
company incorporated in, any country which is: (a) a country other than the licensee’s or lessee’s country
of origin; and (b) a country the laws of which, do not permit citizens of Nigeria or Nigerian companies to
acquire, hold and operate petroleum concessions on conditions which, in the opinion of the Minister, are
reasonably comparable with the conditions upon which such concessions are granted to subjects of that
country. If, in the future, any member of the Group ceases to fulfil these criteria, there is a risk that the
Minister may revoke any oil prospecting licence or oil mining licence held by such member of the Group.

30
2.7 Although the Nigerian Content Act includes a definition of ‘‘Nigerian Company’’, the definition of
an indigenous Nigerian company and the benefits afforded to such a company will remain unclear
until the Petroleum Industry Bill is passed
The draft PIB suggests that an ‘‘indigenous petroleum company’’ will be defined as a company engaged in
the exploration for and production of petroleum (crude oil and/or gas) and which has its board and
management controlled, directly or indirectly, by Nigerian citizens or associations of Nigerian citizens; or a
company which meets the requirements of any guidelines or regulations that may be issued by the new
industry regulators which will be established under the PIB; or any company that is listed on any stock
exchange in Nigeria with a majority of its directors being Nigerians. Since SEPLAT intends to remain a
Nigerian incorporated company, with its primary listing on the NSE, and to have a majority of Nigerian
citizens on its Board and as part of its management, the Company considers that it will meet this test of
indigenous status. It is expected that the PIB will entitle ‘‘indigenous petroleum companies’’ to certain
benefits such as priority in respect of bidding for new oil mining/prospecting licences. If the PIB is passed
in a form substantially similar to the current draft and the Company did not in the future qualify as an
‘‘indigenous petroleum company’’ then there is a risk that the Company would not have priority in bidding
for new oil mining/prospecting licences. In addition, until such time as the PIB is passed (in a form
substantially similar to the current draft), there remains a risk that the provisions dealing with the
definition of ‘‘indigenous petroleum companies’’ and any benefits attributed to such companies will be
amended in a manner that is adverse to the interests of the Company.
Other existing Nigerian laws and regulations, for example the Nigerian Content Act, use analogous
concepts to signify the requirements for local participation within varying contexts, including terms such as
‘‘Nigerian Company’’, ‘‘Nigerian Indigenous Service Companies’’ and ‘‘Nigerian Independent Operators’’.
Only the term ‘‘Nigerian Company’’ is defined, being a company formed and registered in Nigeria in
accordance with the provisions of CAMA and in which not less than 51 per cent. of the shares are owned
by Nigerians. Companies that are compliant with the Nigerian Content Act will be given first consideration
in the award of oil blocks, oil field licences, oil lifting licences and all projects for which contracts are to be
awarded in the Nigerian oil and gas industry. Failure by the Company to comply with the Nigerian Content
Act will mean that compliant companies will have preference over the Company in relation to bids for
licences and contracts in the Nigerian oil and gas industry.

2.8 There is considerable uncertainty surrounding the Petroleum Industry Bill, which is currently
being debated by the Nigerian National Assembly and which, when finally passed, will introduce
significant changes to the regulation of the oil and gas industry
The previous versions of the PIB, which were all aimed at significantly reforming the Nigerian petroleum
industry, were introduced to the Nigerian National Assembly, Nigeria’s Federal legislature, in 2008, 2009,
2010 and 2011, respectively. None of these versions was passed into law before the end of that session and
therefore lapsed at the expiration of the tenure of that session of the Nigerian National Assembly.
The 2012 draft of the PIB, which is the only PIB draft currently before the Nigerian National Assembly,
seeks to bring together the provisions of several laws regulating the petroleum industry in Nigeria. In
addition, the PIB seeks to effect wide reaching changes to the structure of the petroleum industry by
creating new regulatory agencies, proposing the implementation of new licencing regimes for activities in
both the upstream and downstream petroleum industry, as well as the introduction of a new tax regime in
the upstream sector, which will supersede the current regime under the Petroleum Profits Tax Act.
However, as of the date of this Prospectus, the current version of the PIB is in the process of review by
both houses of the Nigerian National Assembly; and the timing and level of implementation of any of the
reforms proposed in the PIB remains uncertain, all of which prevents a proper assessment of the potential
impact of the current draft of the PIB on the oil and gas industry, or specific operations, in Nigeria.
Whilst the Company anticipates that, when passed, the PIB will provide incentives and business
opportunities to Nigerian registered and owned oil and gas companies, such incentives and opportunities
may not in fact be included. Rather, this type of reform could, depending on its ultimate content, contain
provisions that could have a material adverse effect on the Group’s business, prospects, financial condition
or results of operations. Risks associated with the PIB and related efforts to reform the Nigerian oil and
gas industry may include that:
• the proposed changes in the tax structure for oil and gas companies operating in Nigeria may lead
companies to curtail their operations or future investment;

31
• oil producers may be directed to supply the domestic market with oil for refining to reduce the
amount of refined products currently being imported into Nigeria at prices significantly lower than
those obtainable on the export market;
• gas producers may be required to retain a specific volume of the gas that they produce for the local
Nigerian market;
• the PIB may include new fines and penalties for gas flaring; and
• the PIB may fail to adequately address the concerns of communities in the Niger Delta region or
create new grounds for further conflict.
On 7 March 2013, the PIB passed its second reading at the Nigerian Senate and was subsequently sent to
the Committee on Upstream, Downstream, Gas and Judiciary, Human Rights and Legal Affairs for
further consideration. Currently it cannot be predicted when the PIB might be enacted, if at all, and
whether the final form of the PIB will differ from that currently proposed.

2.9 Infrastructure in Nigeria is underdeveloped relative to that of more advanced economies

Decades of underinvestment have resulted in significant deterioration of Nigeria’s public infrastructure
and the continuous absence of basic infrastructure to support and sustain growth and economic
development. Persistent problems with power generation, transmission and distribution and congested
ports have severely constrained socio-economic development in Nigeria. Such inadequate and unreliable
infrastructure, in particular electricity supply, has affected performance in many sectors. Despite ongoing
efforts by the Nigerian government to privatise the power sector, many businesses rely on alternative
electricity and water supplies, adding to overall business costs. The unstable pricing, and possible scarcity,
of fuel for power generation also increases the operational challenges businesses face, adding to the
potential fluctuation of overheads. Further, rail and road networks are poor and limit land-based transport,
which again adds to the Group’s overall business costs.

2.10 The Group may be subject to fines and other penalties if it fails to comply with the Nigerian
Content Act
The Nigerian Content Act provides that any project or contract with a budget of over US$100 million must
contain a specific labour clause requiring a minimum percentage of Nigerian employees. Furthermore, the
operator or developer of the project must limit the number of expatriates in management positions (the
current limit is a maximum of five per cent.). The Nigerian Content Act also provides that oil and gas
industry operators must keep at least 10 per cent. of their total revenue accruing from their operations in
Nigeria in a bank account in Nigeria. Although the Nigerian Content Act does not state precisely what
these funds may be used for, it seems in practice that they may be used to pay local operating costs, such as
taxes or royalties.
Failure by the Group to comply with the provisions of the Nigerian Content Act would constitute an
offence punishable by a fine of five per cent. of the amount of each project and could potentially lead to
the cancellation of the project to which the violation pertains. Furthermore, a future renewal of the
Group’s licences and leases may depend on the Group’s level of compliance with the Nigerian Content
Act; violation or non-compliance may be a ground for refusing to renew licences and leases by the
appropriate agencies.

2.11 The Nigerian legal system may not offer the same legal certainties relating to the interpretation and
application of the law as other jurisdictions in which investors are based
The Company is incorporated in Nigeria under CAMA. As a result, the rights of shareholders will be
governed by the laws of Nigeria and the Articles. The rights of shareholders under the laws of Nigeria may
differ from the rights of shareholders of companies incorporated in other jurisdictions, and the
enforcement of such rights may involve different considerations and may be more difficult than would be
the case if the Company had been incorporated in the jurisdiction of an investor’s residence or elsewhere.
The interpretation of applicable regulations and the outcome and duration of court proceedings in Nigeria
could differ significantly from those in other jurisdictions in which investors are based or elsewhere.
In addition, the obligations imposed on local businesses, government authorities and the Company’s
partners to meet their legal obligations and contractual commitments may be uncertain and the rights of
recourse to remedy any non-compliance could be limited.

32
In particular, delays in the court system, conflicts of law issues and inconsistency of application between
courts in Nigeria or elsewhere all constitute risks to which the Company or its shareholders could be
exposed.

3. RISKS RELATING TO THE GLOBAL OFFER AND THE ORDINARY SHARES

3.1 The Company currently has three major shareholders that will be able to exercise significant
influence over matters requiring shareholder approval
Immediately following the Global Offer and Admission, A.B.C. Orjiako, Austin Avuru and MPI and their
respective connected persons will beneficially own approximately 15.60 per cent., 13.49 per cent. and
22.16 per cent. respectively of the issued Ordinary Shares in the Company (approximately 51.25 per cent.
in aggregate) assuming the Over-allotment Option is not exercised and approximately 15.31 per cent.,
13.24 per cent. and 21.75 per cent. respectively of the issued Ordinary Shares in the Company
(approximately 50.29 per cent. in aggregate) assuming the Over-allotment Option is exercised in full.
As a result, notwithstanding the Relationship Agreement which is described in Part XVII: ‘‘Additional
Information’’, section 10.3 of this Prospectus, these shareholders will be able to exercise a high degree of
influence over matters requiring shareholder approval, including the election of Directors and significant
corporate transactions. The interests of these shareholders could conflict with the interests of other
shareholders.
The concentration of ownership may have the effect of delaying or deterring a change in control of the
Company, could deprive investors of an opportunity to receive a premium for their Ordinary Shares as part
of a sale of the Company and might affect the value of the Ordinary Shares. Any of these significant
shareholders may sell all or part of its holdings of Ordinary Shares in the future. Any such sale may
adversely affect the value of the Ordinary Shares.

3.2 A Standard Listing of the Ordinary Shares affords investors a lower level of UK regulatory
protection than a Premium Listing on the Official List of the FCA and the City Code will not apply
to the Company
Application will be made for the Ordinary Shares to be admitted to a Standard Listing on the Official List
of the FCA. A Standard Listing will afford investors in the Company a lower level of regulatory protection
than that afforded to investors in a company with a Premium Listing on the Official List of the FCA, which
is subject to additional obligations under the UK Listing Rules. In addition, a Standard Listing will not
permit the Company to gain UK FTSE indexation. The City Code applies, inter alia, to offers for all listed
public companies considered by the Panel to be incorporated or resident in the United Kingdom, the
Channel Islands or the Isle of Man. The Company is not so incorporated or resident and therefore
shareholders will not receive the benefit of the takeover offer protections provided by the City Code.
Further details regarding the differences in the protections afforded by a Premium Listing on the Official
List of the FCA as against a Standard Listing on the Official List of the FCA are set out in Part XV:
‘‘Details of the Global Offer’’, section 4 of this Prospectus.

3.3 The value of the Ordinary Shares may fluctuate

Following the Global Offer, the value of the Ordinary Shares, in addition to being affected by the Group’s
actual or forecasted operating results, may fluctuate significantly as a result of a large number of factors,
some specific to the Group and its operations and some which may affect oil and gas companies generally
and which are outside the Group’s control, including, among others:
• the results of exploration, development and appraisal programmes and production operations;
• changes in the financial performance of the Group, its peers or the industry;
• changes in laws, rules and regulations applicable to the Group and its operations;
• general economic, political and other conditions, in particular in Nigeria;
• fluctuations in the prices of oil, gas and other petroleum products;
• fluctuations in the capital markets; and
• changes in research analysts’ recommendations or any failure by the Group to meet the expectations
of research analysts.

33
3.4 An active trading market for the Ordinary Shares may not develop in either or both of the
exchanges on which they trade, which may limit liquidity and/or cause the price of the shares to fall
Prior to Admission, there has been no public trading market for the Ordinary Shares. There can be no
assurance that an active trading market will develop or, if one does develop, that it will be maintained. The
failure of an active trading market to develop may affect the liquidity of the Ordinary Shares. The Ordinary
Shares may therefore be difficult to sell compared to the shares of companies with more liquid trading
markets and the share price may be subject to greater fluctuations than might otherwise be the case. Also
there can be no assurance that trading of the Ordinary Shares on the LSE and the NSE will be comparably
liquid, which may lead to a high proportion of the Ordinary Shares being traded on one exchange or the
other.

3.5 When the lock-up arrangements to which the Company and the Locked-up Persons are subject, and
the undertakings to which the Company is subject, expire, more Ordinary Shares may become
available on the market
Subject to certain exceptions, the Locked-up Persons will be prevented from selling Ordinary Shares held
by them for a period of 365 days following Admission (except (i) in the case of the Lock-up Deeds entered
into by Mercuria Capital, the Blakeney Group, Quantum Power and Quantum Capital, which expire 180
days from the date of Admission, and (ii) in the case of the Lock-up Deed entered into by MPI, which
expires 365 days from the date of Admission in respect of 50 per cent. of its shareholding immediately prior
to Admission and 180 days from the date of Admission in respect of the other 50 per cent. of its
shareholding immediately prior to Admission). Similarly, the Company will be restricted, subject to certain
limited exceptions, for 180 days from Admission from issuing Ordinary Shares. On the expiry of these
periods, the Company may issue Ordinary Shares and the Locked-up Persons will be free (subject to
applicable law) to sell the Ordinary Shares held by them. The potentially increased supply of Ordinary
Shares on the market may have an adverse effect on the market price of the Ordinary Shares. Similarly,
Directors or significant shareholders selling additional Ordinary Shares, or the Company issuing additional
Ordinary Shares, may affect the confidence of the market in the Ordinary Shares and cause the market
price of the Ordinary Shares to fall.

3.6 Ordinary Shares sold to US shareholders will be subject to restrictions on transfer

Ordinary Shares held by US shareholders are subject to restrictions on transfer. The Company has not
registered the Ordinary Shares under the US Securities Act or the securities laws of any US state. Absent
registration, the Ordinary Shares may be offered or sold only in transactions that are not subject to or are
exempt from the registration requirements of the US Securities Act and applicable US state securities
laws.
These restrictions could make it more difficult to resell Ordinary Shares and this could have an adverse
effect on their market value. Investors in the United States may not be able to locate suitable purchasers or
obtain the required certifications to effect a sale.

3.7 US shareholders may be unable to exercise pre-emptive rights

If the share capital of the Company is increased and new Ordinary Shares are issued for cash, existing
holders of Ordinary Shares are, under the Company’s constitutional documents, entitled to pre-emptive
rights in respect of those Ordinary Shares unless such rights are waived by a shareholders’ resolution. If the
Company allots Ordinary Shares for cash in the future, even in circumstances where pre-emptive rights are
not waived, holders of the Ordinary Shares outside the UK and Nigeria may not be able to exercise their
pre-emptive rights for Ordinary Shares unless the Company decides to comply with applicable local laws
and regulations and may suffer significant dilution as a result. US shareholders would not be able to
exercise their pre-emptive rights to acquire the new Ordinary Shares unless an effective registration
statement under the US Securities Act were in place or an exemption from the registration requirements
of the US Securities Act were available. There can be no assurance that the Company will file any such
registration statement or that an exemption to the registration requirements of the US Securities Act will
be available.

3.8 The market price of the Ordinary Shares may be affected by fluctuations in exchange rates
The Group reports its results of operations and financial condition in US Dollars and Naira. Following the
UK Admission, the Company’s share price will be quoted on the London Stock Exchange in Pounds

34
Sterling and, following the Nigerian Admission, the Company’s share price will be quoted on the NSE in
Naira. As a consequence, shareholders may experience fluctuation in the market price of the Ordinary
Shares as a result of, amongst other factors, movements in the exchange rate between Pounds Sterling and
US Dollars, and Naira and US Dollars.

3.9 The Company cannot guarantee making dividend payments in the future
There can be no assurance as to the level of any future dividends. The declaration, payment and amount of
any future dividends of the Company are subject to the discretion of the Directors, and will depend on,
among other things, the Company’s earnings, financial position, cash requirements and availability of
profits and distributable reserves. To the extent that any dividends are paid they will be paid in accordance
with any applicable laws and the regulations to which the Company is subject.

3.10 The London Stock Exchange and the NSE have different characteristics which could affect the
trading price of the Ordinary Shares
The London Stock Exchange and the NSE have different trading hours, trading characteristics (including
trading volume and liquidity), trading and listing rules and investor bases (including different levels of
retail and institutional participation). As a result of these differences, among other factors, the trading
price of the Ordinary Shares on the London Stock Exchange and the NSE may not be the same at any
given time. Fluctuations in the Ordinary Share price on the London Stock Exchange could materially and
adversely affect the Ordinary Share price on the NSE (and vice versa). Moreover, fluctuations in the
exchange rate between Pounds Sterling and Naira could materially and adversely affect the prices of the
Ordinary Shares listed on the London Stock Exchange or the NSE.

3.11 There may be restrictions on the cross-border transferability of stock and capital between the NSE
and the London Stock Exchange
A master Certificate of Capital Importation (‘‘CCI’’) will be issued in respect of the offer of Ordinary
Shares in the form of Depositary Interests to foreign currency investors on the London Stock Exchange
only. There is no provision under Nigerian foreign exchange regulations for the issuance of CCIs for the
offer of Ordinary Shares to investors in the Nigerian Offering. Consequently, a holder that purchases
Ordinary Shares in the Nigerian Offering will be required to take additional steps, including the use of an
intermediary, to convert Ordinary Shares listed on the NSE to Ordinary Shares in the form of Depositary
Interests listed on the LSE. This will consequently limit the transferability and remittance of dividends
and/or proceeds of the sale of shares for investors in the Nigerian Offering and could, therefore, impact
the marketability of the stock cross-border from NSE to the London Stock Exchange and financially
impact investors in the Nigerian Offering.

35
 PART III
DIRECTORS, SECRETARY, REGISTERED OFFICE AND ADVISERS
Chairman Ambrosie Bryant Chukwueloka Orjiako
Executive Directors Ojunekwu Augustine Avuru
William Stuart Connal
Roger Thompson Brown
Non-Executive Directors Michel Hochard
Macaulay Agbada Ofurhie
Senior Independent Non-Executive Michael Richard Alexander
Director
Independent Non-Executive Directors Lord Mark Malloch-Brown
Basil Omiyi
Ifueko Omoigui-Okauru
Charles Okeahalam
Registered Office and Business 25a Lugard Avenue
Address of Directors Ikoyi
Lagos
Nigeria
Company Secretary Isaiah Adesola Odeleye
Joint Global Co-ordinator and Joint BNP Paribas
Bookrunner 16, boulevard des Italiens
75009 Paris
France
Joint Global Co-ordinator and Joint Standard Bank plc
Bookrunner 20 Gresham Street
London EC2V 7JE
United Kingdom
Joint Bookrunner Renaissance Securities (Cyprus) Limited
Capital Centre, 9th Floor
2-4 Archbishop Makarios III Avenue
Nicosia 1065
Republic of Cyprus
Joint Bookrunner Citigroup Global Markets Limited
33 Canada Square
London E14 5LB
United Kingdom
Joint Bookrunner RBC Europe Limited
Riverbank House
2 Swan Lane
London EC4R 3BF
United Kingdom
Nigerian Joint Issuing House Stanbic IBTC Capital Limited
I.B.T.C. Place
Walter Carrington Crescent
Victoria Island
Lagos, Nigeria
Nigerian Joint Issuing House Renaissance Securities (Nigeria) Limited
5th Floor
Plot 1B, Keystone Bank Crescent
Off Adeyemo Alakija Street
Victoria Island
Lagos, Nigeria

36
Nigerian Receiving Agents Futureview Financial Services Limited
Futureview Plaza
22 Oju Olobun Street
Victoria Island
Lagos, Nigeria
Vetiva Capital Management Limited
Plot 266B, Kofo Abayomi Street
Victoria Island
Lagos, Nigeria
BGL Plc
Millenium House
12A Catholic Mission Street
Lagos Island
Lagos, Nigeria
CSL Stockbrokers Limited
First City Plaza
44 Marina
Lagos, Nigeria
Legal advisers to the Company as to Winston & Strawn London LLP
English law CityPoint
One Ropemaker Street
London EC2Y 9AW
United Kingdom
Legal advisers to the Company as to Winston & Strawn LLP
US law 200 Park Avenue
New York, NY 10166
United States
Legal advisers to the Company as to PUNUKA Attorneys & Solicitors Alliance Law Firm
Nigerian law International Law Centre Alliance House
Plot 45, Oyibo Adjarho Street 71, Ademola Street
Off Ayinde Akinmade Street Off Awolowo Road
Lekki Phase 1 South-West, Ikoyi
Lagos, Nigeria Lagos, Nigeria
Legal advisers to the Joint Linklaters LLP
Bookrunners as to US and English One Silk Street
law London EC2Y 8HQ
United Kingdom
Legal advisers to the Managers as to Udo Udoma & Belo-Osagie
Nigerian law St. Nicholas House (10th Floor)
Catholic Mission Street
Lagos, Nigeria
Auditors Ernst & Young Nigeria
10th Floor
UBA House
57, Marina
Lagos, Nigeria
Reporting accountant to the Company Ernst & Young LLP
1 More London Place
London SE1 2AF
United Kingdom

37
Competent Person DeGolyer and MacNaughton Canada Limited
Suite 1430
311 Sixth Avenue S.W.
Intact Place
East Tower
Calgary, Alberta
Canada
Registrar DataMax Registrars Limited
7 Anthony Village Road
Anthony
P.M.B. 10014
Shomolu
Lagos, Nigeria
Receiving Bank Stanbic IBTC Bank PLC
I.B.T.C. Place
Walter Carrington Crescent
Victoria Island
Lagos, Nigeria
Depositary Computershare Investor Services Plc
The Pavilions
Bridgwater Road
Bristol BS96 6ZZ
United Kingdom
Stockbrokers Stanbic IBTC Stockbrokers Limited
I.B.T.C. Place
Walter Carrington Crescent
Victoria Island
Lagos, Nigeria

Rencap Securities (Nigeria) Limited

5th Floor
Plot 1B, Keystone Bank Crescent
Off Adeyemo Alakija Street
Victoria Island
Lagos, Nigeria

38
 PART IV
EXPECTED TIMETABLE OF PRINCIPAL EVENTS AND GLOBAL OFFER STATISTICS
Global Offer statistics

Offer Price (per Ordinary Share) . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20JAN201405225537

210 pence and 576
Number of Ordinary Shares being offered in the Global Offer . . . . . . . 143,284,130
Number of Ordinary Shares subject to the Over-allotment Option . . . . 10,336,183
Number of Ordinary Shares in issue following the Global Offer . . . . . . 543,284,130
Estimated net proceeds of the Global Offer receivable by the
Company after underwriting commissions and expenses . . . . . . . . . . . . US$475.3 million

Expected timetable of principal events in the UK

Event Time and Date

Announcement of the Offer Price and allocation . . . . . . . . . . . . 9 April 2014

Commencement of conditional dealings in Ordinary Shares on
the London Stock Exchange . . . . . . . . . . . . . . . . . . . . . . . . . . . 8.00 a.m. on 9 April 2014
Admission and commencement of unconditional dealings in
Ordinary Shares on the London Stock Exchange . . . . . . . . . . . . 8.00 a.m. on 14 April 2014
Crediting of Depositary Interests to CREST accounts . . . . . . . . 8.00 a.m. on 14 April 2014
Each of the times and dates in the above timetable is subject to
change without further notice. References to time are to London
time unless otherwise stated.

Expected timetable of principal events in Nigeria

Event Time and Date

Announcement of the Offer Price and allocation . . . . . . . . . . . . . . 9 April 2014

Hold signing ceremony . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 April 2014
Allot new Ordinary Shares to the shareholders . . . . . . . . . . . . . . . 11 April 2014
Crediting of Ordinary Shares to CSCS accounts . . . . . . . . . . . . . . 11 April 2014
Admission and commencement of unconditional dealings in
Ordinary Shares on the NSE . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10.15 a.m. on 14 April 2014
Each of the times and dates in the above timetable is subject to
change without further notice. References to time are to Nigerian
time unless otherwise stated.
It should be noted that if the Nigerian Admission and/or the UK Admission does not occur, all conditional
dealings will be of no effect and any such dealings will be at the sole risk of the parties concerned. Temporary
documents of title will not be issued.

39
 PART V
PRESENTATION OF INFORMATION
General
This Prospectus comprises a prospectus for the purposes of Article 5 of Directive 2003/71/EC (the
‘‘Prospectus Directive’’) and is issued in compliance with the UK Listing Rules and the Nigerian SEC Rules.
This Prospectus does not constitute an offer of, or an invitation by or on behalf of, the Company, the
Directors or the Managers to subscribe for or purchase any Ordinary Shares in any jurisdiction where it is
unlawful to make such an offer or invitation. The distribution of this Prospectus and the offering of the
Ordinary Shares in certain jurisdictions may be restricted by law. Persons into whose possession this
Prospectus comes are required by the Company, the Directors and the Managers to inform themselves
about and to observe any such restrictions. For a description of certain further restrictions on offers and
sales of the Ordinary Shares and distribution of this Prospectus, see Part XV: ‘‘Details of the Global Offer’’.
Investors should rely only on the information in this Prospectus. No person has been authorised to give any
information or to make any representations other than those contained in this Prospectus in connection
with the Global Offer and, if given or made, such information or representations must not be relied upon as
having been authorised by or on behalf of the Company, the Directors or the Managers. No representation
or warranty, express or implied, is made by any Manager or any selling agent as to the accuracy or
completeness of such information, and nothing contained in this Prospectus is, or shall be relied upon as, a
promise or representation by the Managers or any selling agent as to the past, present or future. Without
prejudice to any obligation of the Company to publish a supplementary prospectus pursuant to section 87G
of the FSMA and PR 3.4.1 of the Prospectus Rules, neither the delivery of this Prospectus nor any
subscription or sale made under this Prospectus shall, under any circumstances, create any implication
that there has been no change in the business or affairs of the Company since the date hereof or that the
information contained herein is correct as of any time subsequent to its date.
This Prospectus and the securities which it offers have been registered with the Nigerian SEC. It is a civil
wrong and a criminal offence under the Investments and Securities Act No. 29 2007 to issue a prospectus
which contains false or misleading information. Registration of this Prospectus does not relieve the parties
from any liability arising under the act for false and misleading statements contained herein or for any
omission of a material fact.
The contents of this Prospectus are not to be construed as legal, business or tax advice. Each prospective
investor should consult his or her own lawyer, financial adviser or tax adviser for legal, financial or tax
advice in relation to any subscription, purchase or proposed subscription or purchase of Ordinary Shares.
In connection with the Global Offer, each of the Managers and any of their affiliates, acting as investors
for its or their own accounts, may subscribe for and/or purchase Ordinary Shares, and in that capacity may
retain, purchase, sell, offer to sell or subscribe for or otherwise deal for its or their own accounts in such
Ordinary Shares and other securities of the Company or related investments in connection with the Global
Offer or otherwise. Accordingly, references in this Prospectus to the Ordinary Shares being issued, offered,
subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or
subscription, acquisition, placing or dealing by, any Manager and any of its affiliates acting as an investor
for its own accounts. The Managers do not intend to disclose the extent of any such investment or
transactions otherwise than in accordance with any legal or regulatory obligations to do so.
Prospective investors must comply with all laws that apply to them in any place in which they buy, offer or
sell any Ordinary Shares or possess this Prospectus. Any consents or approvals that are needed in order to
purchase any Ordinary Shares must be obtained. The Company, the Directors and the Managers are not
responsible for compliance with these legal requirements. The appropriate characterisation of the
Ordinary Shares under various legal investment restrictions, and thus the ability of investors subject to
these restrictions to purchase the Ordinary Shares, is subject to significant interpretative uncertainties.
None of the Company, the Directors or the Managers is making any representation or warranty to any
offeree or purchaser of the Ordinary Shares regarding the legality of an investment by such offeree or
purchaser. Prospective investors whose investment authority is subject to legal restrictions should consult
their legal advisers regarding such matters.
Apart from the responsibilities and liabilities, if any, which may be imposed on the Managers by FSMA,
the Nigerian SEC or the regulatory regimes established thereunder or any other applicable regulatory
regime, none of the Managers accepts any responsibility whatsoever for, or makes any representation or

40
warranty, express or implied, as to, the contents of this Prospectus or for any other statement made or
purported to be made by it, or on its behalf, in connection with the Company, the Ordinary Shares or the
Global Offer and nothing in this Prospectus will be relied upon as a promise or representation in this
respect, whether or not to the past or the future. Each of the Managers accordingly disclaims all and any
responsibility or liability whatsoever, whether arising in tort, contract or otherwise (save as referred to
above) which it might otherwise have in respect of this Prospectus or any such statement.
Each person receiving this Prospectus acknowledges that such person has not relied on the Managers or
any of their affiliates or any person acting on their behalf in connection with its investigation of the
accuracy or completeness of such information or its investment decision. Each person contemplating
making an investment in the Ordinary Shares from time to time must make its own investigation and
analysis of the creditworthiness of the Company and its own determination of the suitability of any such
investment, with particular reference to its own investment objectives and experience, and any other
factors which may be relevant to it in connection with such investment.

Responsibility Statement
The Directors and the Company accept responsibility for the information contained in this Prospectus. To
the best of the knowledge of the Directors and the Company (who have taken all reasonable care to ensure
that such is the case), the information contained in this Prospectus is in accordance with the facts and
contains no omission likely to affect the import of such information. The Directors of the Company
collectively and individually accept full responsibility for the accuracy of the information given and
confirm, having made all reasonable enquiries, that, to the best of their knowledge and belief, there are no
facts the omission of which would make any statement herein materially misleading or untrue.

Exchange Controls
The Foreign Exchange (Monitoring and Miscellaneous Provisions) Act 1995 (the ‘‘Nigerian Forex Act’’)
introduced regulatory monitoring provisions on foreign exchange. The Nigerian Forex Act allows for the
use of the Autonomous Foreign Exchange Market for the sale of foreign exchange to end-users by the
Central Bank of Nigeria through selected authorised dealers (usually a bank licensed to deal in foreign
exchange) at market-determined exchange rates and the Inter-bank Foreign Exchange Market for the sale
of foreign exchange among authorised dealers, buyers and end-users. In addition, the Bureau de Change
may be used for privately sourced foreign exchange.
The Nigerian Forex Act also governs the importation of foreign currency into Nigeria. Under the Nigerian
Forex Act, any person may invest in securities in Nigeria with capital imported through an authorised
dealer by telegraphic transfer, cheques or other negotiable instruments, and converted into Naira. The
authorised dealer is required by statute to issue a CCI evidencing receipt of the imported capital within
24 hours of receipt of imported funds.
The grant of the CCI guarantees unconditional convertibility, transferability and repatriation of investment
capital upon the divestment and remittance of investment yields through an authorised dealer in freely
convertible currency.

Presentation of financial information

The financial information in this Prospectus comprises information for the Group for the years ended
31 December 2013, 31 December 2012 and 31 December 2011 and has been derived from Part XII:
‘‘Financial Information on the Group’’ of this Prospectus.

Rounding
Percentages and certain amounts included in this Prospectus have been rounded to the nearest whole
number or single decimal place for ease of presentation. Accordingly, figures shown as totals in certain
tables may not be the precise sum of the figures that precede them. In addition, certain percentages and
amounts contained in this Prospectus reflect calculations based on the underlying information prior to
rounding, and accordingly may not conform exactly to the percentages or amounts that would be derived if
the relevant calculations were based upon the rounded numbers.

41
Currencies and exchange rate information
Unless otherwise indicated, in this Prospectus, all references to:
• ‘‘Pounds Sterling’’, ‘‘£’’, ‘‘pence’’ or ‘‘p’’ are to the lawful currency of the United Kingdom;
• ‘‘US Dollars’’, ‘‘Dollars’’, ‘‘US$’’, ‘‘USD’’ or ‘‘cents’’ are to the lawful currency of the United States;
and
• 20JAN201405225537
‘‘Naira’’, ‘‘ ’’ or ‘‘kobo’’ are to the lawful currency of the Federal Republic of Nigeria.
The Offer Price will be stated in Pounds Sterling and Naira. On the Latest Practicable Date, US$1.00 =
£0.5971, based on the WM/Reuters Intra-day Spot Mid-Rate quoted by Bloomberg at 15.00 (UK time). For
the purposes of the Nigerian Admission, the Offer Price shall be stated in its Naira equivalent. On the
20JAN201405225537
Latest Practicable Date, US$1.00 = 163.80, based on the Nigerian Inter-Bank Foreign Exchange Rate.
The table below sets forth, for the periods and dates indicated, certain information regarding the exchange
rate between Naira and the US Dollar based on the Nigerian Inter-Bank Foreign Exchange Rate. These
rates may differ from the actual rates used in the preparation of the Group’s financial statements and the
other information presented in this Prospectus. Fluctuations in the exchange rate between Naira and US
Dollars in the past are not necessarily indicative of fluctuations that may occur in the future.

Naira per US$1.00

Period High Low Period average Period end

2011 . . . . . . . . . . . . ..... . . . . . . . . . . . . . . . . . . . . . . . 164.98 151.10 155.90 162.30

2012 . . . . . . . . . . . . ..... . . . . . . . . . . . . . . . . . . . . . . . 163.51 156.00 158.83 156.15
2013 . . . . . . . . . . . . ..... . . . . . . . . . . . . . . . . . . . . . . . 163.90 156.10 159.24 160.30
January 2014 . . . . . . ..... . . . . . . . . . . . . . . . . . . . . . . . 162.90 158.74 160.25 162.49
February 2014 . . . . . ..... . . . . . . . . . . . . . . . . . . . . . . . 165.65 162.45 163.99 165.20
March 2014 . . . . . . . ..... . . . . . . . . . . . . . . . . . . . . . . . 165.56 163.63 164.75 164.85
April 2014 (through 8 April) . . . . . . . . . . . . . . . . . . . . . . . 164.68 163.39 164.05 163.80
No representation is made that the Naira or US Dollars referred to herein could have been or could be
converted into US Dollars or Naira, respectively, at these rates, at any particular rate, or at all.
The basis of translation of foreign currency transactions and amounts in the financial information set out
in Part XII: ‘‘Financial Information on the Group’’ of this Prospectus is described in that Part. Information
derived from this financial information set out elsewhere in this Prospectus has been translated on the
same basis.

Times
All times referred to in this Prospectus are, unless otherwise stated, references to the time in London, UK.

References to defined terms

Certain terms used in this Prospectus, including certain capitalised, technical and other terms, are defined
or described in Part XXII: ‘‘Definitions’’ and Part XXIII: ‘‘Glossary of Technical Terms’’ of this Prospectus.

Mineral reserve and mineral resource reporting

Unless otherwise indicated, DMCL has, in compiling the CPRs contained in Parts XVIII: ‘‘Competent
Person’s Report on OMLs 4, 38 and 41’’, Part XIX: ‘‘Competent Person’s Report on Umuseti/lgbuku’’ and
Part XX: ‘‘Competent Person’s Report on OML 53’’ of this Prospectus, used the definitions and guidelines
set out by the March 2007 SPE/AAPG/WPC/SPEE Petroleum Resources Management System (‘‘PRMS’’).
In the CPRs, ‘‘contingent resources’’ are defined by the PRMS as ‘‘those quantities of petroleum that are
estimated potentially recoverable from known accumulations but which are not currently considered to be
commercially recoverable because of the lack of a firm plan of development with the necessary partner or
governmental approval, the lack of a market, or the lack of the proper delineation necessary to establish
the size of the accumulation for commercial purposes’’. ‘‘Prospective resources’’ are instead defined by
PRMS as ‘‘those quantities of petroleum that are estimated, as of a given date, to be potentially
recoverable from undiscovered accumulations by application of future development projects’’. Prospective
resources have both an associated chance of discovery and a chance of development. Prospective resources

42
are further subdivided in accordance with the level of certainty associated with recoverable estimates
assuming their discovery and development and may be sub-classified based on project maturity.
Prospective investors should not place undue reliance on the forward-looking statements in the CPRs or on
the ability of the CPRs to predict actual reserves or resources. Contingent resources relate to undeveloped
accumulations and may include non-commercial resources. It should be noted that prospective resources
relate to inferred, undiscovered and/or undeveloped mineral resources and accordingly by their nature are
highly speculative. A possibility exists that the prospects will not result in the successful discovery of
economic resources in which case there would be no commercial development.
The US Securities and Exchange Commission (the ‘‘US SEC’’) permits oil and gas companies, in their
filings with the US SEC, to disclose only proved reserves that a company has demonstrated by actual
production or conclusive formation tests to be economically and legally producible under existing
economic and operating conditions. This Prospectus contains data, such as prospective and contingent
resources presented in accordance with PRMS standards, which the US SEC’s guidelines would prohibit
the Company from including in filings with the US SEC.
The information on resources in this Prospectus and in the CPRs is based on economic and other
assumptions that may prove to be incorrect. The basis of preparation for the CPRs is set out in more detail
in the CPRs.
In order to estimate barrels of oil equivalent (boe), marketable gas volumes have been converted using a
conversion rate of six thousand cubic feet per boe.

Industry and Market Data

In this Prospectus, the Company refers to information regarding the business of its competitors and the
market in which it operates and competes. The Company obtained this information in part from various
third-party sources and in part from its own internal estimates. The Company has obtained market and
industry data relating to its business from providers of market and industry data, namely the DPR, the
Energy Information Administration of the U.S. Department of Energy, Thomson Reuters, Wood
Mackenzie, Platts and the BP Statistical Review of World Energy June 2013.
Industry publications, surveys and forecasts generally state that the information contained therein has been
obtained from sources believed to be reliable. The Company has relied on the accuracy of the information
from industry publications, surveys and forecasts without carrying out an independent verification thereof
and cannot guarantee their accuracy or completeness. Such information appears in the sections of this
Prospectus entitled Part II: ‘‘Risk Factors’’, Part VI: ‘‘Letter from the Chairman and Information on the
Group’’, Part IX: ‘‘Industry Overview’’ and Part XI: ‘‘Operating and Financial Review’’. The Company
confirms that such third-party information has been accurately reproduced and, as far as the Company is
aware and is able to ascertain from information published by such third parties, no facts have been omitted
from the information in this Prospectus that would render it materially inaccurate or misleading.
In addition, in many cases, the Company has made statements in this Prospectus regarding the Nigerian oil
and gas industry and its position in this industry based on its own experience and investigation of market
conditions. The Company cannot assure investors that any of its assumptions are accurate or correctly
reflect its position in the industry, and its statements have not been verified by any independent sources.

Forward-looking statements
Certain statements contained in this Prospectus including any information as to the Group’s strategy, plans
or future financial or operating performance constitute ‘‘forward-looking statements’’. These forward-
looking statements can be identified by the use of forward-looking terminology, including the terms
‘‘believes’’, ‘‘estimates’’, ‘‘anticipates’’, ‘‘projects’’, ‘‘expects’’, ‘‘intends’’, ‘‘aims’’, ‘‘plans’’, ‘‘predicts’’,
‘‘may’’, ‘‘will’’, ‘‘seeks’’ or ‘‘should’’ or, in each case, their negative or other variations or comparable
terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. These
forward-looking statements include all matters that are not historical facts. They appear in a number of
places throughout this Prospectus and include statements regarding the intentions, beliefs or current
expectations of the Directors of the Company concerning, amongst other things, the Group’s results of
operations, financial condition and performance, prospects, growth and strategies and the industry in
which the Group operates.

43
By their nature, forward-looking statements address matters that involve risks and uncertainties because
they relate to events and depend on circumstances that may or may not occur in the future. Forward-
looking statements are not guarantees of future performance and the Group’s actual results of operations
and financial condition, and the development of the business sector in which the Group operates, may
differ materially from those suggested by the forward-looking statements contained in this Prospectus. In
addition, even if the Group’s results of operations and financial condition, and the development of the
industry in which the Group operates, are consistent with the forward-looking statements contained in this
Prospectus, those results or developments may not be indicative of results or developments in subsequent
periods.
Prospective investors are advised to read, in particular, the parts of this Prospectus entitled Part II: ‘‘Risk
Factors’’, Part VI: ‘‘Letter from the Chairman and Information on the Group’’, Part IX: ‘‘Industry
Overview’’ and Part XII: ‘‘Financial Information on the Group’’ for a more complete discussion of the
factors that could affect the Group’s future performance and the industry in which the Group operates. In
the light of these risks, uncertainties and assumptions, the events described in the forward-looking
statements in this Prospectus may not occur. Other important factors that could cause actual results to
differ materially from the Company’s expectations include, among others, the following:
• price fluctuations in crude oil, gas and refined products markets and related fluctuations in demand
for such products;
• operational limitations, including equipment failures, labour disputes and processing limitations;
• the availability or cost of transportation routes and third parties’ fees charged for arranging
transportation;
• changes in governmental regulation, including regulatory changes affecting the availability of permits,
and governmental actions that may affect operations or the Group’s planned expansion;
• the availability of debt financing, including under the Group’s existing facilities;
• unfavourable changes in economic or political conditions in Nigeria;
• unplanned events or accidents affecting the Group’s operations or facilities;
• the ability to find, fund or acquire suitable new assets at an appropriate price or at all or the failure to
successfully integrate new assets with existing operations or achieve the anticipated return on such
assets;
• incidents or conditions affecting the export of crude oil and gas; and
• reservoir performance, drilling results and implementation of the Group’s oil expansion plans.
The forward-looking statements contained in this Prospectus speak only as of the date of this Prospectus.
The Company, the Directors and the Managers expressly disclaim any obligations or undertaking to update
or revise publicly any forward-looking statements, whether as a result of new information, future events or
otherwise, unless required to do so by applicable law, the Nigerian SEC Rules, the Prospectus Rules, the
UK Listing Rules, or the Disclosure and Transparency Rules, or as otherwise required by the NSE, the
FCA or the London Stock Exchange.

No incorporation of website information

The contents of the Group’s website, those of Etablissements Maurel et Prom and MPI and any website
directly or indirectly linked to those websites have not been verified and do not form part of this
Prospectus. Consequently, investors should not rely on such information when making a decision to invest
in the Ordinary Shares.

Nigerian considerations
Nigerian withholding tax is paid on dividends and the Company is expected by virtue of Section 80 of the
Companies Income Tax Act (‘‘CITA’’) to withhold 10 per cent. on the sum to be distributed as dividends to its
shareholders and remit to the Federal Inland Revenue Service (‘‘FIRS’’). However, Section 60 of the
Petroleum Profit Tax Act 1958 CAP P13, LFN 2004 (‘‘PPTA’’) exempts from the imposition of withholding
tax dividends paid out of any profits of the Company that have been subject to Petroleum Profit Tax (‘‘PPT’’).
Dividends received by a foreign investor from its investment in shares in a Nigerian company will be subject
to the withholding of tax under Nigerian law, at the rate of 10 per cent. Where the recipient is not resident in

44
Nigeria, the tax withheld will be the final tax. Where the recipient of the dividends is a national or company
from a country with which Nigeria has a double taxation agreement, the applicable withholding tax rate is
reduced from 10 per cent. to 7.5 per cent. Nigeria has entered into double taxation treaties with Belgium,
Canada, France, The Netherlands, Pakistan, the Philippines, Romania and the United Kingdom. Investors
from double tax treaty countries are advised to consult their tax advisers on how to claim this status for
purposes for its dividends.
Dividends will be declared in Naira and converted into foreign currency for purposes of paying dividends
to non-resident investors. The sum received will be dependent upon the applicable exchange rate at the
time that the dividends are paid. Considering the uncertainty of the rate of exchange, foreign investors
should also be aware of the fact that they may be faced with significant exchange rate losses.
By Section 95 of CAMA, a substantial shareholder, being a person that holds, by himself or through a
nominee, at least 10 per cent. of the unrestricted voting rights at any general meeting of the company, is
obliged to give notice of his holding to the Company in writing stating his name, address and full
particulars of the shares held by him, within 14 days of becoming aware that he is a substantial shareholder.
A similar notice is required when a party ceases to be a substantial shareholder.
Directors, officers, employees, persons with professional or business relationships with a company or a
related company, members of the Company’s audit committee, any person who holds 5 per cent. or more
of any class of securities of a company, and persons who have or can be deemed to have a relationship with
the company or its members are required to notify the Nigerian SEC of any purchase or sale of shares of
the relevant company. This notification must be made within 48 hours of the trade. Insiders and persons
connected to the Company are advised to seek legal advice before carrying out any trade in relation to the
Ordinary Shares. The Nigerian SEC also requires the registrar of every company to submit annually
information on beneficial owners who hold five per cent. or more of the company’s shares. The registrar is
also obliged to notify the Nigerian SEC when, as a result of any transaction, any person becomes the
beneficial owner of five per cent. of shares in the company.
In addition to this, Section 94 of CAMA allows a public company by notice in writing to require any
member to indicate in writing the capacity in which he holds any shares in the company.

Available Information
The Company has agreed that, for so long as any of the Ordinary Shares are ‘‘restricted securities’’ within
the meaning of Rule 144(a)(3) under the US Securities Act, the Company will, during any period in which
it is neither subject to Section 13 or 15(d) of the US Securities Exchange Act of 1934, as amended (the
‘‘Exchange Act’’), nor exempt from reporting under the Exchange Act pursuant to Rule 12g3-2(b)
thereunder, make available to any holder or beneficial owner of such restricted securities or to any
prospective purchaser of such restricted securities designated by such holder or beneficial owner, upon the
request of such holder, beneficial owner or prospective purchaser, the information required to be delivered
pursuant to Rule 144A(d)(4) under the US Securities Act.

Enforcement of Foreign Judgments

The Company is incorporated under the laws of Nigeria and substantially all of the Group’s operations,
assets and directors and executive officers are located in Nigeria. None of the directors or executive officers
of the Company is a resident of the United States and substantially all of the Group’s assets and the assets of
such persons are located outside the United States. As a result, it may not be possible for investors to effect
service of process within the United States upon the Group or such persons or to enforce against any of them
judgments of US federal or state courts, including judgments predicated upon civil liabilities under the
securities laws of the United States or any state or territory within the United States.
There are two regimes for the enforcement of foreign judgments in Nigeria: the Reciprocal Enforcement
of Judgment Ordinance Cap 175, Laws of the Federation of Nigeria and Lagos, 1958 (the ‘‘Reciprocal
Enforcement Ordinance’’) and the Foreign Judgments (Reciprocal Enforcement) Act, Cap F35 Laws of the
Federation of Nigeria 2004 (the ‘‘Reciprocal Enforcement Act’’).

United Kingdom and Irish Court Judgments

The Reciprocal Enforcement Ordinance applies to judgments obtained in the High Court in England or
Ireland, or in the Court of Session in Scotland or to other parts of Her Majesty’s control to which the
Reciprocal Enforcement Ordinance is extended by proclamation. Subject to certain exceptions, judgments

45
obtained in these jurisdictions are enforceable by registration under the Reciprocal Enforcement
Ordinance. To be enforceable, such judgments must be registered within 12 months after the date of the
judgment or such longer period as may be allowed by the courts. The judgment must: (i) derive from civil
proceedings; (ii) be final and capable of execution in the country of delivery; (iii) must not have been
wholly satisfied; and (iv) not suffer from want of jurisdiction, lack of fair hearing or fraud, be contrary to
public policy or have been discontinued because the issue had already been decided by another competent
court before its determination by the foreign court. However, such judgments are not registrable or
enforceable in Nigeria where: (i) the foreign court acted without jurisdiction; (ii) the judgment debtor,
being a person who was neither carrying on business nor ordinarily resident within the jurisdiction of the
foreign court, did not voluntarily appear or otherwise submit or agree to submit to the jurisdiction of that
court; (iii) the judgment debtor was not duly served with the process of the foreign court; (iv) the judgment
was obtained by fraud; (v) the judgment debtor satisfies the registering court that an appeal is pending
against the judgment or that he is entitled to and intends to appeal against the judgment; or (vi) the
judgment was in respect of a cause of action which could not have been entertained by the registering court
for reasons of public policy or for some other similar reason. In this regard, notwithstanding that a
judgment emanates from a jurisdiction to which the Reciprocal Enforcement Ordinance applies, such
judgment will not be registrable or enforceable in Nigeria if any of (i) to (vi) above applies.

United States Court Judgments

The Reciprocal Enforcement Act applies to judgments obtained in the superior courts of any country
(other than Nigeria) to which the Reciprocal Enforcement Ordinance does not apply. Section 10(a) of the
Reciprocal Enforcement Act makes judgments from any such country enforceable in Nigeria within a
period of 12 months from the date of the judgment or such longer period as may be allowed by a superior
court in Nigeria. This period can however be extended from 12 months to six years if the Minister of
Justice so orders it, in relation to judgments obtained from any specified country, which he is empowered
to do if he is satisfied that judgments of superior courts in Nigeria would be accorded substantial
reciprocity of treatment in courts of the relevant foreign jurisdiction.
There is no treaty between the United States and Nigeria providing for reciprocal enforcement of
judgments and the Minister of Justice has not directed the application of the Reciprocal Enforcement Act
to judgments obtained from United States courts. Thus, as of the date of this Prospectus, judgments from
courts in the United States can only be enforced in Nigeria if the person seeking to enforce them brings an
application in a Nigerian court to enforce the judgment within 12 months from the date on which the
foreign judgment was made or such longer period as may be allowed by a superior court in Nigeria.
Foreign judgments can be enforced and recovered in a foreign currency.

46
 PART VI
LETTER FROM THE CHAIRMAN AND INFORMATION ON THE GROUP

SEPLAT Petroleum Development Company Plc

26APR201316491881 25a Lugard Avenue
Ikoyi, Lagos
Nigeria

Ladies and Gentlemen:

On behalf of our Board of Directors and the entire SEPLAT team, I am pleased to
invite you to participate in our initial public offering and to become partners with
us in our future.
SEPLAT is a pioneer in the indigenous Nigerian oil and gas industry. Our
company was founded by Nigerians for the purpose of investing in Nigerian oil
20JAN201405223373 and gas opportunities. We are proud to have been the first Nigerian company to
acquire and become operator of onshore oil and gas assets from international
oil companies in a landmark transaction for Africa.
Since we acquired our interests in three producing assets, OMLs 4, 38 and 41, from SPDC, TOTAL and
AGIP in 2010 and became operator of those assets, our company has gone from strength to strength.
We have increased oil production and reserves year on year, and we have grown our revenues and our
net profit in each year since inception. As operator, we have continued to innovate and streamline our
production and distribution processes, which has confirmed our operational competence and
improved our financial and operational results. We are further strengthening our position and
reputation in the emerging Nigerian commercial gas market. Through our ongoing initiative to convert
contingent resources to reserves and by combining organic growth of our existing assets with new
asset acquisitions, we aim to increase our production levels going forward and to replace our oil and
gas reserves on at least a one-to-one basis, which will help to secure our company’s future for all of
our stakeholders. Further details of our strengths and strategy can be found below in this Part VI,
sections 2 and 3.
Our mission is to be a world class oil and gas company delivering value to all stakeholders. We see
significant potential in acquiring additional oil and gas assets, primarily in Nigeria, divested by
international oil companies or local companies, identified as marginal fields through new licensing
rounds or through joint venture opportunities. We consider that Nigerian companies will be pivotal to
the future development of Nigeria’s oil and gas industry and they account for an increasing amount of
all crude oil produced in Nigeria.
In June 2013, we executed an agreement to acquire a 40 per cent. participating interest in the
Umuseti/Igbuku marginal fields. I am pleased to report that we have also recently executed a
conditional sale and purchase agreement for a 40 per cent. participating interest in OML 53, which
would, following satisfaction of all conditions precedent, be our third acquisition. We hope to be
successful in future bidding rounds, including our recent bid for additional assets referred to in Part XI:
‘‘Operating and Financial Review’’, section 2 of this Prospectus.
To drive our mission, we have in place an experienced Board of Directors, a strong management team
and dedicated employees, all of whom are committed to building a world-class oil and gas company
based in Nigeria that works harmoniously with its partners and its local communities. Our core values,
coined from our name, SEPLAT, are Safety, Environment, Partnership, Leadership, Accountability and
Teamwork. These core values underpin everything that we do. As we continue to grow, we are
committed to upholding our core values throughout our operations. We have an absolute commitment
to sound and effective corporate governance practices.

Incorporated in the Federal Republic of Nigeria and registered with the Corporate Affairs Commission of Nigeria under number RC 824838.

47
The funds that SEPLAT receives from investors in this initial public offering will allow us to further
implement our business strategy, which includes identifying and acquiring new assets to increase our
reserves, improving our operations to further increase production and efficiency, and reducing our
debt so as to enhance our financial flexibility. We are confident that SEPLAT will continue to succeed
and flourish as a credible Nigerian partner with a proven track record for Nigerian and international
investors.
I am also pleased to say that our shareholders and Board of Directors have approved the Global Offer
and the terms and conditions thereof.
I encourage you to read this Prospectus in its entirety, which sets forth detailed information about
SEPLAT.
We look forward to you joining our team.

Yours faithfully,

21MAR201418452197
A.B.C. Orjiako
Chairman
for and on behalf of
SEPLAT Petroleum Development Company Plc

48
1. BUSINESS OVERVIEW
1.1 Introduction
SEPLAT is an independent oil and gas company, incorporated and operating in Nigeria, with a strategic
focus on Nigeria. In July 2010, it acquired a 45 per cent. participating interest in, and was appointed
operator of, a portfolio of three on-shore producing oil and gas leases located in the Niger Delta (OMLs 4,
38 and 41), which include the Oben, Ovhor, Sapele, Okporhuru and Amukpe fields.
SEPLAT is one of the leading indigenous oil and gas operators in Nigeria with gross operated oil
production from OMLs 4, 38 and 41 of 11.5 MMbbl for the year ended 31 December 2011, 12.1 MMbbl for
the year ended 31 December 2012 and 18.8 MMbbl for the year ended 31 December 2013, equivalent to an
average daily production of 31.4 Mbpd for 2011, 33.1 Mbpd for 2012 and 51.4 Mbpd for 2013, of which its
45 per cent. working interest share was 5.2 MMbbl for 2011, 5.4 MMbbl for 2012 and 8.4 MMbbl for 2013.
Gross gas production from OMLs 4, 38 and 41 was 41.9 bcf for the year ended 31 December 2011, 36.3 bcf
for the year ended 31 December 2012 and 36.2 bcf for the year ended 31 December 2013, equivalent to an
average daily production of 114.8 MMscfd for 2011, 99.3 MMscfd for 2012 and 99.0 MMscfd for 2013, of
which SEPLAT’s working interest share was 18.9 bcf for 2011, 16.3 bcf for 2012 and 16.3 bcf for 2013.
DMCL estimates that the Group’s working interest proved plus probable (2P) reserves from OMLs 4, 38
and 41 amount to 101,756 Mbbl of oil and condensate and 573,469 MMcf of gas as at 31 October 2013. It
also estimates that the Company has working interest (2C) contingent resources from OMLs 4, 38 and 41
of 60,467 Mbbl of oil and condensate and 104,693 MMcf of gas as of 31 October 2013. For the year ended
31 December 2011, which was SEPLAT’s first full year of operations, SEPLAT’s revenues were
US$451.3 million and its net cash flows from operating activities were US$218.0 million. For the year
ended 31 December 2012, these figures were US$624.5 million and US$51.0 million respectively. For the
year ended 31 December 2013, these figures were US$880.2 million and US$291.2 million respectively.
The Niger Delta is one of the most prolific hydrocarbon basins in Africa. Nigeria accounted for
approximately 28 per cent. of Africa’s oil reserves and 26 per cent. of Africa’s total oil production in the
year to 31 December 2012 (BP Statistical Review). Over recent years a trend has developed in Nigeria for
international oil companies to divest their non-material onshore oil and gas assets in the region. SEPLAT
was the first indigenous oil company to acquire such assets and be awarded operatorship as part of this
ongoing development and, since its acquisition of a 45 per cent. participating interest in OMLs 4, 38 and
41, it has increased oil and gas production in each year of operations.
As a Nigerian company with highly skilled local management, proven technical know-how, strong local ties
and commitment to community relationships, SEPLAT is strategically positioned to successfully bid for
further oil and gas assets in Nigeria.
On 1 June 2013, Newton Energy, a wholly-owned subsidiary of the Company, entered into an agreement
with Pillar Oil to acquire (subject to the consent of the Minister and receipt of any other necessary
governmental approvals) a 40 per cent. participating interest in the Umuseti/Igbuku Fields and in doing so
has added approximately 9,723 Mbbl to the Group’s proved plus probable (2P) oil and condensate reserves
and 89,800 MMcf of gas (the ‘‘Umuseti/Igbuku Fields Investment’’). Further details on the Umuseti/
Igbuku Fields Investment are set out in section 9.1.2 of this Part VI and at Part XVII: ‘‘Additional
Information’’, section 10.7.16 of this Prospectus.
On 29 November 2013, the CNL Assets Consortium entered into a sale and purchase agreement with CNL
to acquire a 40 per cent. participating interest in OMLs 52, 53 and 55 (the ‘‘CNL Assets’’) for total cash
consideration of US$800 million.
Pursuant to the CNL Assets Consortium Agreement, the Company, AMNI and BelemaOil have agreed to
allocate the CNL Assets and the consideration owing from the CNL Assets Consortium to CNL between
them so that the Company acquires a 40 per cent. participating interest in OML 53 for total cash
consideration of US$300 million, AMNI acquires a 40 per cent. participating interest in OML 52 for total
cash consideration of US$170 million and BelemaOil acquires a 40 per cent. participating interest in OML
55 for total cash consideration of US$330 million.
The CNL Assets Acquisition is subject to satisfaction of the CNL Assets Acquisition Conditions (described
more fully at Part XVII: ‘‘Additional Information’’, section 10.7.21 of this Prospectus), which include
consent of the Minister and receipt of any other necessary governmental approvals. The Company intends
to assign, for cash consideration, a portion of its participating interest in OML 53 (from the 40 per cent.
participating interest being acquired) to a local third-party independent Nigerian oil and gas company.

49
1.2 Summary of Reserves and Resources
1.2.1 OMLs 4, 38 and 41
DMCL estimates that, as at 31 October 2013, in respect of OMLs 4, 38 and 41 the Company had:
• proved (1P) working interest reserves of 68,063 Mbbl of oil and condensate and 315,291 MMcf
(54,361 Mboe) of gas;
• proved plus probable (2P) working interest reserves of 101,756 Mbbl of oil and condensate and
573,469 MMcf (98,874 Mboe) of gas; and
• proved plus probable and possible (3P) working interest reserves of 132,210 Mbbl of oil and
condensate and 670,469 MMcf (115,598 Mboe) of gas.
DMCL also estimates that, as at 31 October 2013, in respect of OMLs 4, 38 and 41 the Company had:
• working interest 2C contingent resources of 60,467 Mbbl of oil and condensate and 104,693 MMcf
(18,051 Mboe) of gas; and
• working interest 3C contingent resources of 119,342 Mbbl of oil and condensate and 181,911 MMcf
(31,364 Mboe) of gas.
In addition, DMCL estimates that OMLs 4, 38 and 41 have prospective resources as more fully described
in Part XVIII: ‘‘Competent Person’s Report on OMLs 4, 38 and 41’’.

1.2.2 Umuseti/Igbuku Fields

DMCL estimates that, as at 31 October 2013, in respect of the Umuseti/Igbuku Fields Newton Energy had:
• proved (1P) working interest reserves of 4,220 Mbbl of oil and condensate and 46,957 MMcf of gas;
• proved plus probable (2P) working interest reserves of 9,723 Mbbl of oil and condensate and
89,800 MMcf of gas; and
• proved plus probable plus possible (3P) working interest reserves of 17,263 Mbbl of oil and
condensate and 140,688 MMcf of gas.
DMCL also estimates that, as at 31 October 2013, in respect of the Umuseti/Igbuku Fields Newton Energy
had:
• working interest 2C contingent resources of 288 Mbbl of oil and condensate and 637 MMcf of gas; and
• working interest 3C contingent resources of 790 Mbbl of oil and condensate and 1,739 MMcf of gas.

1.2.3 CNL Assets

As mentioned above, the Company has entered into the CNL Assets SPA to acquire a 40 per cent.
participating interest in OML 53. DMCL estimates that, as at 31 October 2013, OML 53 had the following
resources:
• working interest 2C contingent resources of 33,032 Mbbl of oil and condensate and 222,561 MMcf of
gas; and
• working interest 3C contingent resources of 52,507 Mbbl of oil and condensate and 416,622 MMcf of
gas.
The completion of the CNL Assets Acquisition remains subject to the CNL Assets Acquisition Conditions.

1.3 Oil and Gas Production

1.3.1 OMLs 4, 38 and 41
The Group is currently producing oil and gas from the Oben, Amukpe, Ovhor, Okporhuru, Orogho and
Sapele fields which are located in the Niger Delta. For the year ended 31 December 2013, working interest
production at those fields was as follows (as measured at the respective flow stations):
• Oben field 1.5 MMbbl of oil, equivalent to an average daily production rate of 4,218 bopd;
• Amukpe field 0.04 MMbbl of oil, equivalent to an average daily production rate of 120 bopd;
• Ovhor field 4.7 MMbbl of oil, equivalent to an average daily production rate of 12,750 bopd;

50
• Sapele field 1.6 MMbbl of oil, equivalent to an average daily production rate of 4,308 bopd; and
• Okporhuru field 0.6 MMbbl of oil, equivalent to an average daily production rate of 1,739 bopd.
The Company achieved first oil at the Orogho field in December 2013.

1.3.2 Umuseti/Igbuku Fields

For the year ended 31 December 2013, working interest production at the Umuseti/Igbuku Fields was
0.1 MMbbl of oil, equivalent to an average daily production rate of 325 bopd.

1.3.3 Historical oil and gas production at OMLs 4, 38 and 41

The following table presents the oil and gas production for the periods indicated:
Year ended 31 December
2013 2012 2011

CRUDE OIL PRODUCTION

100% Joint Venture (OMLs 4, 38 and 41)
Operated Production(1)
Production for the period (MMbbl) . . . . . . . . . . . . . . ............... 18.8 12.1 11.5
Average daily production for the period (Mbpd) . . . . ............... 51.4 33.1 31.4
Reconciled Production(2)
Production for the period (MMbbl) . . . . . . . . . . . . . . ............... 16.9 10.8 9.4
Average daily production for the period (Mbpd) . . . . ............... 46.2 29.4 25.7
Deductions: Operated and Reconciled Production (%) ............... 10.1% 11.0% 18.0%
45% Working Interest
Operated Production(1)
Production for the period (MMbbl) . . . . . . . . . . . . . . ............... 8.4 5.4 5.2
Average daily production for the period (Mbpd) . . . . ............... 23.1 14.9 14.1
Reconciled Production(2)
Production for the period (MMbbl) . . . . . . . . . . . . . . ............... 7.6 4.8 4.2
Average daily production for the period (Mbpd) . . . . ............... 20.8 13.2 11.6
NATURAL GAS PRODUCTION
100% Joint Venture (OMLs 4, 38 and 41)
Production for the period (bcf) . . . . . . . . . . . . . . .................. 36.2 36.3 41.9
Average daily production for the period (MMscfd) .................. 99 99 115
45% Working Interest
Production for the period (bcf) . . . . . . . . . . . . . . .................. 16.3 16.3 18.9
Average daily production for the period (MMscfd) .................. 45 45 52
Notes:
(1) ‘‘Operated Production’’ means production volumes measured at the flow station for the period from 1 August 2010 to
31 October 2011 and production volumes measured at the LACT Unit for the period from 1 November 2011 to 31 December
2013, following the installation of the LACT Unit at the Rapele injection point into the Trans-Forcados Pipeline.
(2) ‘‘Reconciled Production’’ means production volumes recognised by SPDC as crude oil received at the Forcados Terminal after
processing, which accounts for losses occurring during transportation along the Trans-Forcados Pipeline due to vandalism, theft
and sabotage.

The Company had a working interest share of Operated Production of 8.4 MMbbl for the year ended
31 December 2013, 5.4 MMbbl for the year ended 31 December 2012 and 5.2 MMbbl for the year ended
31 December 2011, equivalent to an average daily Operated Production of 23.1 Mbpd for 2013, 14.9 Mbpd
for 2012 and 14.1 Mbpd for 2011, respectively, even though no new wells were brought into production in
2011. The Company had a working interest share of Reconciled Production of 7.6 MMbbl for the year
ended 31 December 2013, 4.8 MMbbl for the year ended 31 December 2012 and 4.2 MMbbl for the year
ended 31 December 2011, equivalent to an average daily Reconciled Production of 20.8 Mbpd for 2013,
13.2 Mbpd for 2012 and 11.6 Mbpd for 2011, respectively. Working interest gas production from the assets
was 16.3 bcf for the year ended 31 December 2013, 16.3 bcf for the year ended 31 December 2012 and
18.9 bcf for the year ended 31 December 2011.

51
1.3.4 Historical oil and gas production at Umuseti/Igbuku Fields
The following table presents the oil and gas production for the periods indicated:

Year ended
31 December
2013

CRUDE OIL PRODUCTION

40% Working Interest
Production for the period (MMbbl) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.1
NATURAL GAS PRODUCTION
40% Working Interest
Production for the period (MMscf) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Nil

1.4 Location of Assets

The following map shows the location of OMLs 4, 38 and 41, the Umuseti/Igbuku Fields and OML 53:

19MAR201419111473
Further details of the reserves, resources and production in respect of OMLs 4, 38 and 41 and the
Umuseti/Igbuku Fields are set out in Part XVIII: ‘‘Competent Person’s Report on OMLs 4, 38 and 41’’ and
Part XIX: ‘‘Competent Person’s Report on the Umuseti/Igbuku Fields’’ of this Prospectus.
2. STRENGTHS
The Board believes that the Group has the following key strengths to support the pursuit of its strategy.

2.1 Quality proven reserves and resources; established oil and gas production; track record of
converting contingent resources to reserves
The Group has a portfolio of three on-shore producing oil and gas assets (OMLs 4, 38 and 41), which
occupy a large acreage position in the prolific Niger Delta region, giving it a strong reserve base (working
interest proved plus probable (2P) reserves of 102 MMbbl of oil and condensate and 573 bcf of gas as of
31 October 2013). The Company currently produces oil and gas from the Oben, Amukpe, Ovhor,
Okporhuru, Orogho and Sapele fields, with gross operated oil production of 18.8 MMbbl for the year
ended 31 December 2013, equivalent to an average daily production of 51.4 Mbpd, of which its working
interest share was 8.4 MMbbl. The Company’s gross operated gas production (NAG/AG) was 36.2 bcf for

52
the year ended 31 December 2013, equivalent to an average daily production of 99 MMscfd, of which its
working interest share was 16.3 bcf. The Group also has a 40 per cent. participating interest in the
Umuseti/Igbuku Fields (located in OPL 283) which have working interest proved plus probable (2P)
reserves of 10 MMbbl of oil and condensate and 90 bcf of gas as at 31 October 2013.
OMLs 4, 38 and 41 produce ‘‘Forcados’’ blend oil quality, which, during the course of 2013, sold at an
average of US$110.66/bbl, a US$3.93/bbl average premium to Brent crude oil. Forcados blend is a Nigerian
crude with a low sulphur and low metals content, an average API gravity of 38! and a sulphur content of
0.18 per cent. The Umuseti/Igbuku Fields produce ‘‘Brass’’ blend oil quality, which, during the course of
2013, sold at an average of US$111.99/bbl, a US$2.30 average premium to Brent crude oil.
OMLs 4, 38 and 41 are positioned close to efficient transport links and all of the Company’s oil production
is routed to the Forcados Terminal in the Niger Delta for onward distribution. The Company’s natural gas
reserves and resource base are also strategically located in the centre of an existing network of gas
infrastructure (including gas pipelines and power plants), which provides a platform for significant growth
potential.
SEPLAT has a record of converting its contingent oil resources to reserves to further its goal of replacing
its oil reserves base on a 1:1 basis going forward. Between August 2012 and April 2013, the Company
added 43 MMbbl (gross) of reserves through its field development programme at the Okporhuru field, and
it achieved first oil at the Okporhuru field in May 2013. The Company also achieved first oil at the Orogho
field in December 2013 and the Company estimates that this has added 22 MMbbl (gross) of reserves.

2.2 Strong track record of increasing production

Since its acquisition of a 45 per cent. participating interest in OMLs 4, 38 and 41, the Company’s
management team has achieved a consistent increase in production from approximately 13.9 Mbpd gross
operated oil production in August 2010 to 61.7 Mbpd at 31 December 2013. The Company has historically
increased production by drilling additional wells on its existing acreage and by employing advanced and
proven technologies to increase production in mature fields.
2011 2012 2013

Average daily production (Mbpd) for year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31.4 33.1 51.4

Total gross production for year (MMbbl) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11.5 12.1 18.8

2.3 As operator on behalf of the OMLs 4, 38 and 41 JV, the Company can shape and advance the
strategic development of the assets and is responsible for production and operational
improvements and leading exploration activities
SEPLAT is operator of OMLs 4, 38 and 41. To date, it has been the only company to secure NNPC
approval for operatorship over the assets acquired as part of the recent SPDC onshore divestment process
(details of which are set out in the table in Part IX: ‘‘Industry Overview’’, section 2.3.4 of this Prospectus).
As operator, the Company is empowered with the day-to-day operation of OMLs 4, 38 and 41 and is able
to set production and operational improvement goals and lead exploration activities, subject to the
approval of its partner, NPDC. SEPLAT intends to carry out all its operations with its joint venture
partner, NPDC. However, in specific situations where NPDC decides not to participate in a particular
activity, SEPLAT has the right to implement certain exploration and delineation works on a sole-risk basis.
The Company considers that it runs a highly efficient operation using up-to-date technology which enables
it to extract value from maturing and producing assets and using modern information technology systems,
which provide SEPLAT’s operations team with real-time information on drilling and field operations.

2.4 The Group has successfully reduced losses of sales volumes due to metering inaccuracies
Under the terms of the Crude Handling Agreement, SPDC applies a ‘‘reconciliation factor’’ or discount to
amounts of crude oil injected by the Company into the Trans-Forcados Pipeline in order to account for
losses between estimated well-head production and amounts received at the Forcados Terminal, which may
be attributable to factors such as pipeline damage, vandalism and theft.
On 29 October 2011, the Company installed and had accepted by DPR a LACT Unit at the Rapele
injection point. The LACT Unit enables the Company to more accurately measure its production volumes
of crude oil prior to injection into the Trans-Forcados Pipeline. In February 2013, the Company entered

53
into an agreement with SPDC to confirm its acceptance of the LACT Unit and provide that reconciliation
factors attributable to ‘‘metering inaccuracies’’ will no longer be applied by SPDC. For the year ended
31 December 2013, the Company has been credited with an interim allocation (which remains subject to
final reconcilliation) for which the percentage total interim reconciliation factor applied was an average of
10.1 per cent. compared to 11.0 per cent. for the year ended 31 December 2012 and 18.0 per cent. for the
year ended 31 December 2011.
The Company has recently completed construction of a new pipeline to the Warri refinery and is in the
process of agreeing off-take arrangements for its oil production from OMLs 4, 38 and 41 with NPDC’s
Warri refinery (which is described at section 7.3.4 below). Once such new off-take arrangements are
finalised, the Company plans to send an increasing amount of its oil to that refinery, since it believes that
such oil production should not be subject to a reconciliation factor.

2.5 Nigerian focus: Nigeria is a country with world-class oil and gas resources and significant
development opportunities
Nigeria provides an excellent platform for the growth of the Group given its world-class reserve and
resource base and established petroleum infrastructure. It is one of the leading oil-producing countries in
Africa by annual volume produced, with production levels of 2.4 MMbpd in 2012. With an estimated
37.2 billion barrels of proved oil reserves, Nigeria has the 10th largest oil reserve base worldwide. With an
estimated 182 tcf of proved gas reserves, Nigeria has the largest gas reserve base in Africa (source: BP
Statistical Review of World Energy, June 2013). Nigeria is the 8th largest exporter of oil in the world, with
annual exports valued at US$79 billion by OPEC in 2012. As at 31 December 2011, there were over
3,000 km of pipelines in the Niger Delta linking approximately 275 flow stations to six export terminals at
Escravos, Forcados, Pennington, Brass, Bonny and Qua Iboe. In 2012, the US accounted for 18 per cent. of
Nigeria’s oil export revenues and Europe accounted for 44 per cent.

2.6 The Group is well-positioned to participate in future divestment processes by international oil
companies; strong track record of being selected to participate in divestment bid rounds
As a Nigerian group with highly skilled local management, proven technical know-how, strong local ties
and a commitment to strong community relationships, the Group is well positioned to operate OMLs 4, 38
and 41 and, subject to CNL Assets Acquisition Completion, OML 53 and to successfully bid for further oil
and gas assets in Nigeria. In 2010, SEPLAT became the first Nigerian company to acquire and become
operator of onshore oil and gas assets from international oil companies as part of the recent trend for
international oil companies to divest their non-material onshore oil and gas assets in the region and since
then has been selected to participate in subsequent divestment processes by ConocoPhillips, Chevron and
SPDC. A number of further divestitures of oil and gas assets in Nigeria are anticipated. The Group sees
significant potential in acquisitions of such assets and considers that, with its proven track record, it would
be a strong and credible bidder in future asset acquisition opportunities, subject to conditions prevailing at
the time.

2.7 The Group has an experienced board of directors and a highly skilled Nigerian senior executive and
operational management team with a strong track record; both its board and management team
have international and local experience in production and exploration
The Company has an experienced board of directors with both Nigerian and international experience. Two
of the Company’s founding shareholders, Platform and Shebah, have a longstanding presence in Nigeria
with a comprehensive understanding of the country’s operating environment and regulatory framework.
The Company believes that its local ties and Nigerian management are beneficial to its relationships with
the local communities where the Company operates.
The Group’s senior executive and operational management team has considerable technical and operating
experience in the oil and gas industry, working for companies such as ExxonMobil, Shell, Chevron, BG
Group and Centrica. Many of SEPLAT’s senior managers gained significant experience in respect of
OMLs 4, 38 and 41 through their work for the SPDC JV that previously owned these OMLs. The Company
also benefits from a highly educated and experienced geosciences team that includes explorers familiar
with the geology of the Niger Delta, allowing the Company to screen prospects in an effective way to
develop its exploration programme. The Board has also been strengthened by the addition of a number of
experienced Nigerian and European independent non-executive directors, who are described in Part VII:
‘‘Directors, Senior Management, Corporate Governance and Dividend Policy’’.

54
2.8 The Group has built strong relationships with key local communities, which has promoted trust
and confidence amongst stakeholders and resulted in a stable operating environment
Prior to the Group’s acquisition of its 45 per cent. participating interest in OMLs 4, 38 and 41, vandalism
and militant activity in the Niger Delta had interrupted production from these assets for a 16-month period
beginning November 2008. Since taking operating control of these OMLs on 31 July 2010, the Group has
built strong relationships with the local communities that inhabit areas in close proximity to the fields and
pipelines, to manage the security and operation of those assets (by, for example, employing local
contractors) and generally to promote a stable environment conducive to the efficient production of oil
and gas. The Company believes that these improved community relations have helped reduce interruptions
to production.
Four months after commencing operations, the Company entered into a global memorandum of
understanding with the communities within OMLs 4, 38 and 41 which host its operations in Amukpe,
Ovhor, Sapele, Oben and Okporhuru and established a trust fund for community projects and a framework
for employing local communities to provide security and other services.
The Group is committed to a programme of proactive engagement with its host communities, including
hosting community engagement meetings and visits to opinion leaders, to implement community projects
based on sustainable development programmes. These initiatives include healthcare, education and
community development programs, such as the Safe Motherhood Programme; the Eye Can See
Programme (which has so far provided eye tests, optical surgery and medical treatment to over 10,000
individuals from the local area); skills training, educational scholarships and grants; and local
infrastructure projects such as drilling water bore holes, installing street lighting and renovating local
community buildings.

2.9 Strong cash flow and prudent balance sheet

OMLs 4, 38 and 41 are producing assets that generate a robust cash flow, which has so far allowed the
Group to partially finance its operations and maintain a prudent balance sheet. The Group has
demonstrated a good track record of debt service and repayment as well as balance sheet management.
The Group has access to the Nigerian and international bank financing markets to provide additional
committed funds to grow its business. The Group’s cash flows will be further enhanced by the new tax
status granted to the Company and Newton Energy, which is more fully described at Part XI: ‘‘Operating
and Financial Review’’, section 2 of this Prospectus.

3. STRATEGY
The Group considers that the following strategies support its long-term aim to become a leading African
independent oil and gas exploration and production company.

3.1 Maximise production, reserves and cash flows from existing assets
The Group is currently executing a development plan through which it aims to increase oil production
from OMLs 4, 38 and 41, with the potential to reach 85 Mbpd (gross) by the end of 2016. The Company
believes that OMLs 4, 38 and 41 have significant potential for growth in production, mainly due to
enhanced recovery from the existing fields and future conversion of contingent resources into reserves.
The Company aims to achieve efficient recovery through improvements in reliability of existing facilities,
planned work-overs of existing wells (which target attic oil using a variety of techniques including gas-lift,
installation of ESPs, pressure maintenance and water flooding) and the further assessment and
development of discoveries. The Company has prepared integrated field development plans for all its fields
as a basis for re-development and is in the process of installing water treatment facilities with a view to
reducing the water content in the crude oil produced.
The Company intends to convert as much of its existing resources into reserves as is commercially viable
with a focused drilling programme, which includes working over existing wells and drilling new infill wells
(including the Sapele Shallow development) within the existing acreage of OMLs 4, 38 and 41. The
Company intends to make the necessary investments efficiently by taking advantage of synergies with
existing facilities and prioritising the development of discoveries adjacent to the currently producing fields.
The Company’s development plan is to bring at least one new field into production each year, which is in
line with its aim to replace reserves year on year at a ratio of 1:1.

55
OMLs 4, 38 and 41 provide significant upside potential from the further appraisal of the five developed
fields and the other discoveries made to date, namely Okoporo, Ubaleme, Mosogar, Orogho, Sapele
Shallow and Okwefe. DMCL estimates in the OMLs 4, 38 and 41 CPR that, as at 31 October 2013, the
Company had working interest 2C contingent resources of 60,467 Mbbl of oil and condensate and
104,693 MMcf (18,051 Mboe) of gas, and 3C contingent resources of 119,342 Mbbl of oil and condensate
and 181,911 MMcf (31,364 Mboe) of gas.
The Company also intends to further develop OMLs 4, 38 and 41 by exploring hydrocarbon prospects in
this portfolio to seek to discover new oil and gas resources that, if commercial, could be developed and
converted into reserves and eventually into production. SEPLAT plans to focus its exploration activities
initially on its existing acreage in areas that are adjacent to its current fields and infrastructure.
The Group is still working with Pillar Oil, its JV partner and operator of the Umuseti/Igbuku Fields, to
agree its definitive capital expenditure plans for those assets but currently anticipates that it will spend
approximately US$59 million in aggregate over the next two years as its contribution in respect of future
development costs.

3.2 Pursue a focused acquisition and farm-in strategy; focus on maintaining a balanced portfolio of
assets in Nigeria with development opportunities and potential for exploration in order to add
value by increasing production and cash flows in the near term
The Group aims to acquire rights to further upstream assets in Nigeria—whether by acquiring new OMLs
or entering into farm-in agreements—whilst maintaining a prudent balance sheet. It is actively seeking
acquisition or farm-in opportunities. In particular, it intends to target assets with early production, cash
flow and reserve replacement potential. An example of this strategy is the recent Umuseti/Igbuku Fields
Investment, which is described in further detail in section 9.1.2 of this Part VI: ‘‘Letter from the Chairman
and Information on the Group’’.
The Group expects that regulatory developments encouraging the transfer of oil and gas assets from the
international oil companies to Nigerian companies and the shifting focus of the international oil companies
to off-shore assets will continue to lead to further acquisition opportunities in the Niger Delta. The Group
believes it is well positioned to acquire additional blocks from international oil companies or local
companies divesting their interests in the Niger Delta region or through government tenders, given its
strong operational and technical track record, and is an attractive partner for both Nigerian and
international companies interested in co-investing in some of the larger blocks that could be available to
acquire. The Group also intends to develop new partnerships with local participants, especially through
farm-in/farm-out agreements (for example, the Board’s intention to assign a portion of its participating
interest in OML 53 subject to the CNL Assets Acquisition Completion), which is a standard method of
reducing portfolio risk.

3.3 Take advantage of improving market conditions in order to monetise its significant existing (and
any future) gas reserves over and above its domestic supply obligations (DSO) by selling to
commercial ventures in Nigeria, such as the operators of power plants and manufacturing plants
Nigeria’s domestic gas market is currently undergoing significant changes, with increased demand and
improving pricing dynamics. Until recently, gas produced by the Group was used solely to satisfy its
ongoing DSO obligations. These DSO obligations are contracted under two new (GMP industry-standard)
gas supply agreements, under which the Company has agreed to supply the Geregu (located near Oben)
and Sapele power plants with approximately 130 MMscfd (80 MMscfd and 50 MMscfd respectively). The
Company received an average price of US$0.91/Mscf for its DSO gas during the course of 2013, which is
scheduled to increase to US$2.00/Mscf during the course of 2014. Thereafter the Company expects the
DSO pricing to increase in line with commercial gas pricing in Nigeria.
The Group estimates that its gas reserve and contingent resource base in respect of OMLs 4, 38 and 41, on
a gross basis, is 1,274,376 MMcf and 250,124 MMcf of gas for 2P and 2C respectively, of which 475 bcf is
needed to meet the Company’s ongoing DSO obligations. The Group is therefore left with significant (2P
and 2C) potential gas production uncontracted after fulfilling its DSO obligations and consequently it has
targeted marketing this surplus gas to commercial off-takers at commercial rates of at least US$3.00/Mscf.
To date, the Company has entered into one gas sales agreement with a commercial off-taker (Southfield
Petroleum) and is in the process of executing (subject to NPDC approval) agreements with Azura Power
and Kaego Energy Limited/Virile Petroleum Limited at a minimum unit price of US$3.00/MMbtu. It is
also in discussions with a number of other potential commercial off-takers (more fully described at

56
section 7.2.4 below). As part of its five-year business plan, the Group has acquired a new-build gas plant,
which is due to come online in Q1 2015 and which will increase gross capacity to deliver approximately 300
MMscfd of sales gas to the domestic market by the end of 2017 (with the option to fit three additional
modules to expand aggregate gas production to 525 MMscfd in phase and in line with demand). The
Company is also in discussions with various third-party independent oil and gas companies having assets
located near the Company’s gas infrastructure to utilise the Company’s gas processing services at Oben.
The Group believes there is scope for significant expansion of its gas operations from acquired assets,
including from the Umuseti/Igbuku Fields and (subject to the CNL Assets Completion) OML 53 (in
particular, the Ohaji South Gas development, which is more fully described at section 8.7 below). DMCL
has estimated that, as at 31 October 2013, the Group had working interest 2P gas reserves of 89,800 MMcf
and 2C gas contingent resources of 637 MMcf from the Umuseti/Igbuku Fields, and 2C gas contingent
resources of 222,561 MMcf from OML 53.

4. GROUP HISTORY
Key events in the Group’s history are summarised below:

Date Event

2009
June . . . . . . . . The Company is incorporated by Shebah Nigeria and Platform Nigeria
December . . . . Etablissements Maurel et Prom agrees to make an equity and debt investment in the
Company
2010
January . . . . . . Agreement for Assignment of a 45 per cent. participating interest in OMLs 4, 38 and
41 executed with SPDC, TOTAL and AGIP subject to satisfaction of certain
conditions, including governmental and ministerial consents
July . . . . . . . . . Governmental and ministerial consents to the assignment of the 45 per cent.
participating interest in OMLs 4, 38 and 41 and transfer of operatorship to the
Company obtained and successful completion of the transaction
October . . . . . . Successful transition of management and technical teams from SPDC; production
increased; achieved 30 Mbpd (gross) during October 2010
December . . . . Achieved average gross oil production of 22.7 Mbpd for the year ended 31 December
2010; global memorandum of understanding executed with local communities in the
Niger Delta
2011
February . . . . . Successful well intervention campaign and production increase
March . . . . . . . Refinancing of acquisition debt facility by a syndicate of African banks, including
African Export-Import Bank, Skye Bank, United Bank of Africa and First Bank of
Nigeria
June . . . . . . . . Increase in debt finance commitments secured from existing and additional African
banks for work-over programme and potential acquisitions
September . . . . Start of extensive work-over programme
December . . . . Achieved oil production target of 40 Mbpd (gross) during December 2011 and an
average gross production of 31.4 Mbpd for the year ended 31 December 2011
2012
February . . . . . Construction of liquid treatment facility started
May . . . . . . . . . Spudded first development well
June . . . . . . . . Refinancing of acquisition debt facility by a syndicate of African banks, including
African Export-Import Bank, Skye Bank, United Bank of Africa and First Bank of
Nigeria
December . . . . Completed Oben gas plant upgrade for WAGP specified gas; achieved average gross
oil production of 33.1 Mbpd for the year ended 31 December 2012
2013
January . . . . . . Achieved oil production target of 50 Mbpd (gross); added 2P reserves of 9 MMbbl
from the Okporhuru field

57
Date Event

February . . . . . Signed an agreement with SPDC in connection with installation of the LACT Unit,
which is expected to increase metering accuracy and reduce the reconciliation factor
applied to volumes of crude oil transported through the Trans-Forcados Pipeline
April . . . . . . . . Increased 2P reserves from Okporhuru field to 43 MMbbl
May . . . . . . . . . First oil achieved at Okporhuru
June . . . . . . . . Agreement to acquire a 40 per cent. participating interest in the Umuseti/Igbuku
Fields executed by Newton Energy with Pillar Oil; achieved oil production target of
60 Mbpd (gross)
November . . . . Entered into the CNL Assets Consortium Agreement; agreed to conditionally acquire
a 40 per cent. participating interest in OML 53 pursuant to the CNL Assets SPA
December . . . . Executed the Quantum Power LOI and the Mercuria Off-take Agreement; first oil
achieved at Orogho; achieved exit rate of 61.7 Mbpd (gross) and an average gross
production of 51.4 Mbpd for the year ended 31 December 2013; spudded first
exploration well
2014
February . . . . . Pioneer tax status confirmed
March . . . . . . . Pipeline to Warri refinery completed

5. SUMMARY OF KEY ASSETS

The Group currently has the following assets in its portfolio:
Company’s Partner’s
Surface area Year of Date of last Date of next Interest Interest
Licence Operator (km2) allocation renewal expiry (per cent.) (per cent.)

OML 4 . . . . . . . SEPLAT 267 1960 1 July 1989 30 June 2019 45 NPDC-55

OML 38 . . . . . . . SEPLAT 2,094 1962 1 July 1989 30 June 2019 45 NPDC-55
OML 41 . . . . . . . SEPLAT 291 1962 1 July 1989 30 June 2019 45 NPDC-55
OPL 283
(Umuseti/
Igbuku Pillar
Fields(1)) . . . . . Pillar Oil 1,226 N/A 28 March 2011 28 October 2028 40 Oil-60
Note:
(1) Acquisition of a 40 per cent. participating interest in the Umuseti/Igbuku Fields is subject to the consent of the Minister.

The Group has also recently entered into the CNL Assets SPA which is subject to the CNL Assets
Acquisition Conditions. Upon the CNL Assets Acquisition Completion, the Group will add the following
assets to its portfolio:
Company’s Partner’s
Surface area Year of Date of last Date of next Interest Interest
Licence Operator (km2) allocation renewal expiry (per cent.) (per cent.)

OML 53 . . . . . . TBC 1,556 1967 14 June 1997 14 June 2027 40 NPDC-60

5.1 OMLs 4, 38 and 41

The Company completed the acquisition of a 45 per cent. participating interest in Nigerian onshore OMLs
4, 38 and 41 from SPDC, TOTAL and AGIP on 31 July 2010. The remaining 55 per cent. participating
interest in these OMLs was held by NNPC, which was transferred on 3 September 2010 to its affiliate
NPDC following a restructuring of NNPC.
Prior to the acquisition of its 45 per cent. participating interest in OMLs 4, 38 and 41, militant activity in
the Niger Delta had interrupted production for a 16-month period from November 2008 to April 2010.
SPDC resumed production activities in April 2010 at a rate of approximately 3 Mbpd (gross). Following
the acquisition, the Company successfully managed a return to oil production at each of the fields and has
increased oil production from approximately 13.9 Mbpd (gross) in August 2010 to approximately 40 Mbpd
(gross) in December 2011 and 61.7 Mbpd (gross) at 31 December 2013.

58
The Company is operator of OMLs 4, 38 and 41, which contain six developed fields (Oben, Amukpe,
Ovhor Okporhuru, Orogho and Sapele), eight undeveloped fields and a 24’’ pipeline with approximately
144,000 bbls capacity (Amukpe-Rapele section).
The Company’s facilities and equipment consist of three production sites located at the Oben, Sapele and
Amukpe fields, two gas processing plants located at Oben and Sapele, a metering station at Rapele
manifold capable of measuring 120,000 barrels of liquid per day, a barge located at Warri (originally
intended for the Ovhor field but not currently deployed) which is able to process 90 Mbpd and 6 MMscfd
of gas, a hydrocarbon evacuation system and the equipment necessary for the operation of these facilities
(including pumps, compressors, generators and control instruments). This plant and machinery is more
fully described below.

5.2 The Umuseti/Igbuku Fields

A description of the Umuseti/Igbuku Fields is set out at section 8.6 below.

5.3 OML 53
On 29 November 2013, the Company, AMNI and BelemaOil entered into a sale and purchase agreement
with CNL to acquire a 40 per cent. participating interest in OMLs 52, 53 and 55 for total cash
consideration of US$800 million. In addition, the Company, AMNI and BelemaOil have entered into a
consortium agreement pursuant to which they have agreed to allocate OMLs 52, 53 and 55 and the
consideration owing to CNL between them so that: (i) the Company acquires a 40 per cent. participating
interest in OML 53 for total cash consideration of US$300 million; (ii) AMNI acquires a 40 per cent.
participating interest in OML 52 for total cash consideration of US$170 million; and (iii) BelemaOil
acquires a 40 per cent. participating interest in OML 55 for total cash consideration of US$330 million.
The CNL Assets Acquisition is subject to the satisfaction of a number of conditions precedent, which
include the consent of the Minister, and will, assuming satisfaction of the conditions precedent, have an
effective date of 1 July 2013. The CNL Assets Acquisition is currently the subject of legal proceedings
brought by Brittania U, an unsuccessful bidder for the CNL Assets, and the parties are currently unable to
proceed further with the transaction as a result of an injunction obtained by Brittania U from the Nigerian
Federal High Court in Lagos. Further details in respect of these legal proceedings are set out in Part VI:
‘‘Letter from the Chairman and information on the Group’’, section 15 of this Prospectus.
A description of OML 53 is set out in section 8.7 below.

5.4 OML Renewals

OMLs 4, 38 and 41 were all renewed for the first time on 1 July 1989 for a term of 30 years (that is,
until 30 June 2019). OML 53 was renewed in 1997 for a term of 30 years (ending 14 June 2027). See
Part II: ‘‘Risk Factors’’, section 1.22 of this Prospectus for a further description of the OML renewal
process.
A request for renewal must be filed with the DPR at least 12 months prior to expiry of an OML. A file
must be filed with the request, describing the project, its history, activities undertaken, rents and royalties,
reserves, production and the attention paid to the environment and local population.

6. SUMMARY OF RESERVES AND RESOURCES

DMCL has produced two reports on the Group’s reserves and resources, which are set out in Part XVIII:
‘‘Competent Person’s Report on OMLs 4, 38 and 41’’ and Part XIX: ‘‘Competent Person’s Report on the
Umuseti/Igbuku Fields’’ of this Prospectus. DMCL has prepared its assessment of OMLs 4, 38 and 41 in
the OMLs 4, 38 and 41 CPR and of the Umuseti/Igbuku Fields in the Umuseti/Igbuku Fields CPR as at
31 October 2013, and has reviewed and incorporated only field studies and data that were available up to
that date.
DMCL has also produced a report, the OML 53 CPR, on the reserves and resources of OML 53 which is
set out at Part XX: ‘‘Competent Person’s Report on OML 53’’.

59
6.1 Reserves
6.1.1 OMLs 4, 38 and 41
DMCL has estimated in the OMLs 4, 38 and 41 CPR the proved, probable and possible reserves of
SEPLAT’s participating interest in OML 4 (the Oben field), OML 38 (the Amukpe and Okporhuru fields
and a portion of the Ovhor field) and OML 41 (the Sapele and Okoporo fields and the remainder of the
Ovhor field). The table below sets out DMCL’s estimate in respect of OMLs 4, 38 and 41 of the Company’s
working interest in the oil, condensate and gas reserves as at 31 October 2013. This information has been
extracted without material adjustment from the OMLs 4, 38 and 41 CPR which is contained in Part XVIII:
‘‘Competent Person’s Report on OMLs 4, 38 and 41’’ of this Prospectus:

SEPLAT’S 45 per cent. working interest reserves as at 31 October 2013

Oil + Condensate (Mbbl) Gas (MMcf)
Proved + Proved +
Proved + Probable + Proved + Probable +
Field Proved (1P) Probable (2P) Possible (3P) Proved (1P) Probable (2P) Possible (3P)

OML 4
Oben . . . . . . . . . . . . .. 20,657 30,694 38,140 193,993 413,522 479,543
OML 38
Amukpe . . . . . . . . . . .. 347 539 719 395 612 817
Ovhor(1) . . . . . . . . . . .. 12,578 15,873 19,556 2,850 3,600 4,483
Okporhuru . . . . . . . . .. 9,482 19,207 25,313 15,736 22,403 26,587
OML 41
Ovhor(1) . . . . . . . . . . .. 12,578 15,873 19,556 2,850 3,600 4,483
Sapele . . . . . . . . . . . .. 12,422 18,466 27,234 99,467 129,581 154,322
Okoporo & Ubaleme .. 0 1,104 1,693 0 152 234
Total . . . . . . . . . . . . . . 68,064 101,756 132,211 315,291 573,470 670,469

(1) The Ovhor field straddles blocks OML 38 and OML 41. It is assumed, for the purposes of this table, that the field is split 50:50
between the two OMLs.

6.1.2 Umuseti/Igbuku Fields

The table below sets out DMCL’s estimate in respect of the Umuseti/Igbuku Fields of Newton Energy’s
working interest in the oil plus condensate and gas reserves as at 31 October 2013. The Umuseti/Igbuku
Fields Investment remains subject to consent of the Minister. This information has been extracted without
material adjustment from the Umuseti/Igbuku Fields CPR which is contained in Part XIX: ‘‘Competent
Person’s Report on the Umuseti/Igbuku Fields’’ of this Prospectus:

Newton Energy’s 40 per cent. working interest reserves as at 31 October 2013

Oil + Condensate (Mbbl) Gas (MMcf)
Proved + Proved +
Proved + Probable + Proved + Probable +
Proved (1P) Probable (2P) Possible (3P) Proved (1P) Probable (2P) Possible (3P)

4,220 9,723 17,263 46,957 89,800 140,688

6.2 Contingent Resources

6.2.1 OMLs 4, 38 and 41
Contingent resources are those quantities of petroleum estimated, as of a given date, to be potentially
recoverable from known accumulations of development projects, but which are not currently considered to
be commercially recoverable due to one or more contingencies.
DMCL has estimated the contingent resources for the five producing fields (Oben, Amukpe, Ovhor,
Okporhuru and Sapele) as well as the contingent resources associated with undeveloped discoveries in the
Mosogar and Okwefe fields located in OML 38 and the Ubaleme and Okoporo fields located in OML 41.
The table below sets out DMCL’s estimated contingent resources as at 31 October 2013. This information
has been extracted without material adjustment from the OML 4, 38 and 41 CPR which is contained in

60
Part XVIII: ‘‘Competent Person’s Report on OMLs 4, 38 and 41’’ of this Prospectus. The table below gives
a breakdown of contingent resources 1C, 2C and 3C.

SEPLAT’s 45 per cent. working interest contingent resources as at

31 October 2013
Oil + Condensate
(MMbbl) Gas (Bscf)
Field 1C 2C 3C 1C 2C 3C

OML 4
Oben . . . . . . . . . . . . .................. 4,305 5,710 7,081 5,190 28,579 32,680
OML 38
Amukpe . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 1,181 1,331 — 20,896 23,540
Ovhor(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 272 328 — 41 49
Okporhuru . . . . . . . . . . . . . . . . . . . . . . . . . . — — — — — —
Mosogar . . . . . . . . . . . . . . . . . . . . . . . . . . . — — 2,322 — — 1,103
Okwefe . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 2,773 4,897 — 2,477 5,850
Orogho . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,420 9,959 12,486 14,687 33,159 49,301
OML 41
Ovhor(1) . . . . . . . . . . .................. — 272 328 — 41 49
Sapele . . . . . . . . . . . .................. 8,116 36,515 85,661 9,505 19,080 68,879
Okoporo & Ubaleme .................. — 3,785 4,908 — 420 541
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19,841 60,467 119,342 29,382 104,693 181,911

(1) The Ovhor field straddles licences OML 38 and OML 41. It is assumed, for the purposes of this table, that the field is split 50:50
between the two OMLs.

(2) Contingent resources quantities does not equate contingent resources with reserves. Contingent resources quantities cannot be
compared directly to or aggregated with reserves.

6.2.2 Umuseti/Igbuku Fields

The table below sets out DMCL’s estimated contingent resources for the Umuseti/Igbuku Fields as at
31 October 2013. The Umuseti/Igbuku Fields Investment remains subject to consent of the Minister. This
information has been extracted without material adjustment from the Umuseti/Igbuku Fields CPR which is
contained in Part XIX: ‘‘Competent Person’s Report on the Umuseti/Igbuku Fields’’ of this Prospectus.

Newton Energy’s 40 per

cent. working interest
contingent resources as at
31 October 2013
Oil + Condensate Gas
Mbbl MMcf

1C . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27 72
2C . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 288 637
3C . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 790 1,739
(1) Contingent resources quantities does not equate contingent resources with reserves. Contingent resources quantities cannot be
compared directly to or aggregated with reserves.

6.2.3 OML 53
The table below sets out DMCL’s estimated contingent resources for OML 53 as at 31 October 2013. The
CNL Assets Acquisition is subject to the CNL Assets Acquisition Conditions described at Part XVII:
‘‘Additional Information’’, section 10.7.21 of this Prospectus. This information has been extracted without

61
material adjustment from the OML 53 CPR which is contained in Part XX: ‘‘Competent Person’s Report
on OML 53’’.

OML 53 40 per
cent. working interest
contingent resources as at
31 October 2013
Oil + Condensate Gas
Mbbl MMcf

1C . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11,971 86,485
2C . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33,032 222,561
3C . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52,507 416,622
(1) Contingent resources quantities does not equate contingent resources with reserves. Contingent resources quantities cannot be
compared directly to or aggregated with reserves.

6.3 Prospective Resources

The Company has a substantial portfolio of exploration projects located in OMLs 4, 38 and 41. The
Company has identified multiple prospects and leads across OMLs 4, 38 and 41, of which nine have been
selected for further maturation in accordance with the Company’s five-year plan. DMCL has estimated in
the OMLs 4, 38 and 41 CPR that the Company’s working interest (statistical aggregate of best estimate)
prospective resources of crude oil from these nine prospects was 19,688 Mbbl as of 31 October 2013.
Following the completion of ongoing geological studies, the Company spudded its first exploration well in
December 2013 at Ogegere in OML 38 and is targeting the drilling of one exploration well per year after
that.

7. OIL AND GAS PRODUCTION, TRANSPORTATION AND TAX

7.1 Oil production
7.1.1 OMLs 4, 38 and 41
The below table sets out the Company’s cumulative oil production from OMLs 4, 38 and 41 (per flow
station) for the period August 2010 to 31 December 2013:

Oil (Mbbl) Water (Mbbl)

Oben . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,269 2,674

Sapele . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,879 5,754
Ovhor . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12,718 6,462
Amukpe . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 106 294
Okporhuru . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 635 1
Orogho . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 0
Under previous ownership, production from OMLs 4, 38 and 41 was first commenced in May 1972 from
Amukpe, followed by Sapele in August 1972, Oben in April 1974 and Ovhor in November 1993.
Production from the three initial fields peaked in 1997 at approximately 58 Mbpd and was shut in for a
period of 16 months from November 2008 to April 2010, when production restarted.
Gross oil production levels have increased since OMLs 4, 38 and 41 were acquired by the Company and it
assumed operatorship of the assets, reaching 18.8 MMbbl for the year ended 31 December 2013,
equivalent to an average daily rate of 51.4 Mbpd during the period. The Company achieved this through
the work-over of wells, reactivation of previously shut-in wells and infill drilling.
In the short term, the Company is targeting gross production from its current producing fields to grow to
approximately 73 Mbpd by the end of 2014 and approximately 85 Mbpd by end of 2016. To achieve this
production growth, the Company has established a short-term work programme with an emphasis on
performing infill drilling and drilling of new fields. In this respect, the Company has contracted the use of
four rigs, which are currently in use, and plans to engage two additional rigs in Q1 2014. In 2014, the
Company plans to drill additional infill wells at Oben, Sapele, Ovhor and Okporhuru, further appraise
Orogho and continue studies on Okoporo and Ubaleme.

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The table below sets out the Company’s work programme since 2010, together with the average gross
historic crude oil production (2010-2013):

Year 2010 2011 2012 2013

Work-over . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 2 10 5
New production wells . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 0 4 6
New appraisal wells . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 0 2 2
Gross average crude oil production (Mbpd) . . . . . . . . . . . . . . . . . . 22.7 31.4 33.1 51.4
Total gross production (MMbbl) . . . . . . . . . . . . . . . . . . . . . . . . . . . 3.5 11.5 12.1 18.8

7.1.2 Umuseti/Igbuku Fields

The Group’s working interest production from the Umuseti/Igbuku Fields for the period from 1 June to
31 December 2013 was 0.1 MMbbl of oil, equivalent to an average daily rate of 325 bopd.

7.2 Gas
7.2.1 Production
Natural gas production from the four producing fields during 2011 was 41.9 bcf, equivalent to an average
daily production rate of 114.8 MMscfd, and during 2012 was 36.3 bcf, equivalent to an average daily
production rate of 99.3 MMscfd. For the year ended 31 December 2013, gross production from OMLs 4,
38 and 41 was 36.2 bcf, equivalent to an average daily production rate of 99.0 MMscfd.

7.2.2 Gas Plants

The Group plans to invest approximately US$350-400 million (part of which will be borne by its JV partner
for OMLs 4, 38 and 41, NPDC) over the next four years to increase its gross capacity to deliver
approximately 300 MMscfd of sales gas to the domestic market by the end of 2017. The Company has
acquired a new build gas plant with a phase one capacity of 150 MMscfd for approximately US$30 million.
The gas plant is currently located in Abu Dhabi, United Arab Emirates, and is in the process of being
reconfigured to meet Nigerian gas specifications. The gas plant’s capacity can also be increased in two
further phases by the addition of a 150 MMscfd capacity module and a 75 MMscfd capacity module
respectively. The Company intends to operate the new gas plant through its subsidiary, SEPLAT Gas, and
aims to achieve first commercial gas from the new gas plant by Q1 2015. The Company will also consider
additional development of its gas production capacity in the long term when justified by economic
conditions.

7.2.3 Flaring
Whilst Associated Gas (AG) is currently flared at all three stations (Oben, Sapele and Amukpe), SEPLAT
aims to eliminate such flaring and redirect the AG for sale via either the Oben or Sapele gas plant. The
Company has ordered new gas compressors for the Oben and Sapele gas plants in order to facilitate this.
Additional conditioning will be required at Oben to meet export specifications for the West African Gas
Pipeline (‘‘WAGP’’). Until the new gas compressors arrive and are installed, the Company is having its
existing gas compressors at Oben refurbished and is considering rental units at Sapele to help reduce
flaring. Gas produced at Amukpe will be captured within the Ovhor gas lift operations, with excess gas
being piped to Sapele.
Further details on the Company’s gas flaring operations, and issues arising therefrom, are discussed in
detail at Part II: ‘‘Risk Factors’’, section 1.19 of this Prospectus.

7.2.4 Allocation
In 2008, the Nigerian government imposed an obligation on all operators in the gas and oil sector in
Nigeria to set aside part of their production and gas reserves to supply gas to the local market. DSO gas
was supplied at a legacy contract rate of US$0.14/Mscf, although this was revised upwards during the
course of 2012 pursuant to an agreement with Nigerian Gas Company Limited (‘‘NGC’’) to a weighted
average of US$0.84/Mscf. During 2013, the average unit price paid to the Company by NGC was
US$0.91/Mscf.
The Company’s DSO obligations are set out in its two gas supply agreements entered into on 21 February
2013 (one in respect of Oben and the other in respect of Sapele) between it and PHCN Geregu power

63
station and PHCN Sapele power station respectively. These DSO obligations amount to approximately 130
MMscfd, (i) 80 MMscfd to the power station at Geregu (delivered from the Oben field) and (ii) 50
MMscfd to the power station at Sapele (delivered from the Sapele field). Both the Geregu and Sapele
power stations are in the process of being privatised, as a result of which the Company expects reliability
and demand to improve.
Going forward, the Company plans to continue to meet only its minimum DSO obligations
(i.e. 130 MMscfd) and market any surplus to independent off-takers, as higher unit prices can be achieved
by the sale of gas to commercial off-takers. The Company will be left with significant (2P and 2C) potential
gas production uncontracted after fulfilling the Company’s ten-year DSO obligations in respect of OMLs 4,
38 and 41. Consequently, the Company has targeted marketing the surplus gas at commercial rates.
The Company has recently entered into one gas sale agreement, and is in the process of executing (subject
to NPDC approval) two additional gas sales agreements, with commercial off-takers for delivery in 2017 or
later at a minimum unit price of US$3.00/MMBtu, more details of which are set out in Part XVII:
‘‘Additional Information’’, sections 10.7.23, 10.7.24 and 10.7.25 of this Prospectus.

7.2.5 Gas Master Plan

The Nigerian Gas Master Plan 2008 (the ‘‘GMP’’), the implementation of which remains ongoing, is
designed to establish a commercially viable domestic market for gas in Nigeria by providing better and
more transparent pricing, suitable infrastructure and a contractual framework. More detailed information
on the GMP is set out in Part VIII: ‘‘Regulatory and Legislative Framework in Nigeria’’, section 1.8 and
Part IX: ‘‘Industry Overview’’, section 2.4 of this Prospectus.

7.3 Transportation
7.3.1 Trans-Forcados Pipeline
The oil extracted by the Company, in its capacity as operator on behalf of the OMLs 4, 38 and 41 JV, from
the producing fields within OMLs 4, 38 and 41 is currently routed to the Forcados Terminal through the
Rapele and Amukpe manifold. The Company uses its own pipelines to transport the oil through OMLs 4
and 41 to OML 38. The Oben—Amukpe pipeline transports the oil from the Oben field in OML 4, whilst
the Sapele—Amuke pipeline transports the oil from the Sapele field in OML 41. From the centralised
Amukpe manifold in OML 38, all oil is delivered to the pipeline manifold at Rapele via the 24’’ Amukpe-
Rapele Trunk line. From this point, under the terms of the Crude Handling Agreement, SPDC is currently
responsible for the transportation of the oil to the Forcados Terminal via its Trans-Forcados Pipeline. For
further details on the Crude Handling Agreement see section 11.1 below.
As of 1 November 2012, SPDC assigned its interest in OML 30, which included a large portion of the
Trans-Forcados Pipeline, to the Shoreline-NPDC Joint Venture. As a consequence of this assignment,
NPDC, as operator of the assigned portion of the Trans-Forcados Pipeline, now manages the pipeline
system for transportation of the Company’s oil from OMLs 4, 38 and 41 from the injection point to the
Forcados River manifold. The final section of the Trans-Forcados Pipeline from the Forcados River
manifold to the Forcados Terminal is owned and operated by SPDC. The Company has recently started to
provide additional assistance to NPDC in respect of the provision of security services along the stretch of
pipeline from Rapele to the Forcados River manifold.
SEPLAT also transports PanOcean and NPDC crude oil stream through the manifold at Amukpe. This is
governed by the Crude Transport Agreement. Pan Ocean/NPDC crude oil arrives at the manifold through
a 10’’ pipeline.
The oil produced by the Company from OMLs 4, 38 and 41 is routed to the Forcados Terminal via the
following oil pipeline network:

Nominal
Diameter capacity
Pipeline Operator (inches) (Mbpd)*

Amukpe flow station—Amukpe manifold . . . . . . . . . . . . . . . . . . . . . SEPLAT 8 35

Oben—Amukpe . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . SEPLAT 10 54
Sapele—Amukpe manifold . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . SEPLAT 10 45
Amukpe manifold—Rapele manifold . . . . . . . . . . . . . . . . . . . . . . . . SEPLAT 24 144
Rapele manifold—Forcados River manifold . . . . . . . . . . . . . . . . . . . NPDC 28 N/A
Forcados River manifold—Forcados Terminal . . . . . . . . . . . . . . . . . . SPDC 28 N/A

64
Under the terms of the Crude Handling Agreement, SPDC was only obligated to provide crude handling
services for ‘‘wet’’ crude oil injected by the Company until 1 January 2013. Crude oil qualifies as ‘‘wet’’ if its
base sediment and water (‘‘BSW’’) content is 0.5 per cent. or more. The Company has constructed and is in
the process of commissioning a liquid treatment facility (‘‘LTF’’) with a capacity of 100,000 barrels of liquid
per day.
Once the LTF is fully operational, the resulting reduced BSW content will provide the Company with
additional capacity for transporting its crude oil. Under the terms of the Crude Handling Agreement, the
Company’s daily volume entitlement is currently 50,000 bbls of liquid, which can be exceeded by 20 per
cent. (average over the course of the year) for an additional fee of US$0.58/bbl. The Company is able to
request increased daily volume entitlement in November of each year. However, given the increased cost
associated with such a request and the potential additional capacity resulting from the LTF (described
above), the Company does not envisage the need to make such a request in the near future. A full
description of the Crude Handling Agreement between the Company and SPDC is set out in Part VI:
‘‘Letter from the Chairman and Information on the Group’’, section 11.2 of this Prospectus and see
section 7.3.3 below for a description of the Company’s backup oil evacuation options.

7.3.2 Metering
Under the terms of the Crude Handling Agreement, SPDC applies a reconciliation factor to amounts of
crude oil injected by the Company at the Rapele injection point into the Trans-Forcados Pipeline in order
to account for discrepancies between numerous third-party injectors’ own production estimates (which are
affected by vandalism and theft occurring along the pipeline following injection) and the amounts of crude
oil actually received by SPDC after processing at the Forcados Terminal. This reconciliation factor
adjustment amounted to approximately 18.0 per cent. of the Company’s aggregate crude oil production for
2011.
Following the Company’s acquisition of a 45 per cent. participating interest in OMLs 4, 38 and 41, in
accordance with the requirements set out in the Crude Handling Agreement, the Company invested in
metering equipment to identify crude oil injected by the Company at the Rapele injection point into the
Trans-Forcados Pipeline in order to reduce the reconciliation factor applied by SPDC. Under the SPDC
JV’s ownership of the OMLs, no such equipment had been required. The installation of this metering
equipment was completed in two stages.
Firstly, pending delivery of a permanent fiscal metering unit, the LACT Unit, temporary metering units
were installed at the Amukpe and Sapele manifolds on 26 August 2010. Subsequent to this, SPDC
acknowledged only a portion (rather than all) of the oil volumes recorded by the temporary metering units
to allow for discrepancies based on the level of BSW in the injected oil. In addition, SPDC reduced the
Company’s allocations of oil received at the Forcados Terminal by the amount of the discrepancy between:
(i) SPDC’s own estimates of volumes of crude oil routed to the Forcados Terminal from its own fields and
OMLs 4, 38 and 41; and (ii) the volumes of crude oil actually received after treatment at the Forcados
Terminal. Consequently, during the year ended 31 December 2011, the average daily entitlement
acknowledged by SPDC amounted to 25.7 Mbpd, compared to an average daily production based on
well-head measurements taken by the Company of 31.4 Mbpd. For the year ended 31 December 2012,
these figures were 29.4 Mbpd and 33.1 Mbpd respectively. For the year ended 31 December 2013, these
figures were 51.4 Mbpd and 46.2 Mbpd respectively.
The second stage of the process, the installation of the permanent fiscal metering unit, the LACT Unit,
was completed on 29 October 2011. The installation of the LACT Unit was confirmed at the time by the
DPR, which then formally approved and certified the LACT Unit, with effect from 1 November 2011, on
12 June 2012. However, the installation and approval by the DPR of the LACT Unit was not initially
accepted by SPDC and SPDC therefore continued to apply a reconciliation factor and BSW uplifts to
crude oil volumes injected by the Company pending agreement between SPDC and the Company as the
accuracy of the LACT Unit. Following discussions between the Company and SPDC, an agreement was
signed between the parties on 27 February 2013 (the ‘‘SPDC MOU’’).
Pursuant to the SPDC MOU, SPDC has re-credited the Company with all BSW and certain other
deductions made since 1 November 2011 and the Company agreed to engage a third party to conduct a
laboratory-based test of the accuracy of the LACT Unit. These tests have been completed satisfactorily and
the LACT Unit has been found by the laboratory to be accurate within the required tolerances so that the
reconciliation factor attributable to ‘‘metering inaccuracies’’ should no longer be applied by SPDC.

65
The Company considers that the improved accuracy and clarity provided by the LACT Unit to its injected
volumes will diminish discrepancies between oil measurements carried out by the Company at the well
head and those carried out by SPDC at the Rapele injection point and the Forcados Terminal. See Part XI:
‘‘Operating and Financial Review’’, section 3 of this Prospectus for further information on the
reconciliation factor applied by SPDC. The monthly reconciliation factor adjustment averaged
approximately 10.1 per cent. for the year ended 31 December 2013.

7.3.3 Monitoring
As part of the Company’s support to NPDC along a section of the Trans-Forcados Pipeline, the Company
intends to install a pilot ultra-sonic measurement meter at an injection point downstream of the Rapele
injection point. The Company believes this will help to determine the extent of theft occurring along this
portion of the pipeline and flush out any measurement inaccuracies and/or over-reporting by third-party
injectors. NPDC has acknowledged that the Company has taken this measure and is working with the
Company in its monitoring.

7.3.4 Backup Oil Evacuation Options

Given that the Group does not currently have any capacity to process its own crude oil production, it views
it as important for it to have in place suitable alternative evacuation routes to the Trans-Forcados Pipeline
in case of disruptions to that primary evacuation route, for example, caused by terminal shutdowns,
vandalism and oil theft.

(a) Warri Refinery

The Company is currently in discussions with an oil refinery with a 100 Mbpd capacity, which is owned and
operated by NNPC and located at Warri, to purchase and route a portion of SEPLAT’s crude oil
production to the refinery. The refinery will also allow the Company to mitigate the effects of any periods
of Trans-Forcados Pipeline disruption downstream from the Rapele manifold, by diverting a sizeable
portion of its production during such periods to the refinery.
The Company has recently constructed a new 12’’ pipeline to the Warri refinery with a capacity of
100 Mbpd to the Warri refinery. On 12 March 2014, the Company signed a memorandum of understanding
with Warri Refining and Petrochemical Company Limited, which allows the Company to pump crude oil
into the new pipeline during the commissioning period. The cost of the new pipeline is approximately
US$10 million, which includes an additional LACT Unit. SEPLAT is negotiating a crude oil swap (barrel
for barrel) with NNPC for the crude oil supplied to the refinery to be reallocated to SEPLAT at the
Forcados Terminal from NNPC’s crude oil allocation. The Warri refinery also has storage tanks with a
capacity of 400,000 barrels.

(b) Amukpe Storage Tanks

The Company has begun work on a 100,000 barrel storage facility at Amukpe. The tanks will provide
storage for condensate and crude oil production during any period of Trans-Forcados Pipeline outage for
reasons of terminal shutdowns, vandalism and oil theft. The new storage tanks are due for completion by
the end of 2014.

7.3.5 Umuseti/Igbuku Fields

There is a group gathering facility (GGF) at Midwestern’s Umusadege field into which five companies,
Pillar Oil, Platform Nigeria, Midwestern, Energia and Chorus, inject their produced crude oil. Crude oil
from the Umuseti field is delivered via pipelines operated by Platform Nigeria, metered at the GGF and
then routed via a 16 km pipeline to AGIP’s Kwale facilities before being exported to the Brass terminal.
Pillar Oil has crude handling agreements in place with Midwestern and AGIP. The Pillar Oil crude and
condensate is sold at the Brass blend price which currently trades at approximately US$2.30 bbl above the
Brent oil market price.
As mentioned above, Pillar Oil is in the final stages of installing two 20,000 bbl storage tanks in Umuseti,
which are expected to be completed during the first half of 2014. This is intended to act as a short-term
provision for production when the main AGIP export line is down for any reason. An alternative export
route is also being developed independently by Midwestern as a means of reducing production
interruption risks. Midwestern has negotiated a crude handling agreement with SPDC and has started the

66
construction of a 54 km export pipeline to tie into SPDC’s export facilities at Bonny. When completed,
Pillar Oil expects to also use this route as an alternative to the AGIP export facility.

7.3.6 OML 53
Oil production from the Jisike field is currently combined with Addax’s production from OML 124 at their
Izombe flow station and then transported via a 6’’ pipeline 23 km to NAOC’s Ebocha flow station. From
there it joins NAOC’s 100 km pipeline to the Brass terminal for export.

7.4 Off-take
7.4.1 Shell Trading
All crude oil allocated to the Company and delivered to the Forcados Terminal under the Crude Handling
Agreement is sold to Shell Trading under the terms of the Off-take Agreement, which expires on 31 July
2015. Delivery of oil is carried out on a monthly basis and is FOB from the Forcados Terminal to Shell
Trading’s nominated tanker.
The Company provides quarterly forecasts of its estimates of the maximum monthly oil production to be
delivered. At least 14 calendar days before the delivery date, Shell Trading provides details of the vessel to
be used, including deadweight tonnage and expected arrival date. For further details on the Off-take
Agreement see section 11.2.1 of this Part VI below.

7.4.2 Mercuria
On 17 December 2013, the Company entered into the Mercuria Off-take Agreement in relation to a
long-term crude off-take contract for a period of five years which relates to any crude oil which is not
purchased by Shell Trading under the Off-take Agreement between the Company and Shell Trading, which
expires on 31 July 2015. The Mercuria Off-take Agreement is more fully described at Part XVII:
‘‘Additional Information’’, section 10.7.18 of this Prospectus.

7.5 Tax
Royalties are 20 per cent. of crude oil produced, calculated on a field-by-field basis in accordance with the
Company’s concession agreements, while royalties are 7 per cent. of natural gas revenues. Royalties are
recorded as part of the cost of sales in the Company’s statement of comprehensive income.
From its formation until 31 December 2012, the Company benefited from the new entrant tax rate of
65.75 per cent. of taxable crude oil profits under the Petroleum Profits Tax Act, calculated as revenues less
royalties, non-capital costs, capital depreciation and an investment tax allowance. Taxable profits on
natural gas production were taxed at a corporate income tax rate of 30 per cent. and an education tax was
paid at a rate of 2 per cent. of the Company’s assessable profits.
Effective 1 January 2013, the Company was granted the pioneer tax status incentive by the Nigerian
Investment Promotion Commission for a five-year period, during which time the Company is exempt from
petroleum profits tax on crude oil profits, corporate income tax on natural gas profits and education tax.
The applicable crude oil tax rate for the Company under the Petroleum Profits Tax Act will increase to
85 per cent. on 1 January 2018. Newton Energy was also granted pioneer tax status for a five-year term
effective 1 June 2013. Should the Company acquire additional assets in Nigeria and structure the
acquisition in an appropriate manner, the reduced tax rate of 65.75 per cent. may apply to the taxable
profit generated by such additional assets.
Net qualifying expenditures on capital expenditures incurred during the pioneer period are accumulated
and qualify for initial and annual allowances effective 1 January 2018, while any losses incurred by the
Group during the pioneer period, when certified, may be utilised after the pioneer period. The Group may
have unutilised capital investment allowances in any year after the pioneer period which it can use to offset
future taxes up to an annual limit. Capital expenditure is claimed back over a five-year period. The annual
capital allowance rate is 20 per cent. for the first four years and 19 per cent. for the fifth year. As at
31 December 2013, the Company had approximately US$256.0 million of unutilised capital allowances that
are available to offset future taxes. In addition, taxation instalments paid during 2013 of US$28.7 million
shall be carried forward as a tax credit and utilised in 2018.
The Company is required to pay the NDDC levy currently set at 3 per cent. of budgeted expenditures. The
Company also remits other levies, the most significant of which include OML rents. See also

67
Part VIII: ‘‘Regulatory and Legislative Framework in Nigeria’’ and Part XVI: ‘‘Taxation’’ of this
Prospectus.

8. DESCRIPTION OF OPERATIONS
8.1 Regional geology—Niger Delta
OMLs 4, 38 and 41 lie in the onshore Niger Delta region of Nigeria. The Niger Delta is a prolific, oil and
gas prone sedimentary basin that includes the onshore, margin and deep water areas. The onshore part of
the basin is divided into several different depositional fairways that are characterised by slightly different
geology: Northern Depo-belt; Greater Ughelli Depo-belt; Central Swamp Depo-belt; and Coastal Swamp
Depo-belt. OMLs 4, 38 and 41 are located in the Northern and Greater Ugheli Depobelts.
The Niger Delta basin has a world-class petroleum system that extends from the onshore delta across the
continental shelf and into the deep water marine environment. The system is comprised of mature source
rocks, high-quality reservoirs and efficient migration pathways along high-permeability carrier beds and
fault networks. Onshore, the primary hydrocarbon trapping mechanism is structural dip closure formed by
extensional growth faulting.

8.2 Reservoir geology

One of the critical factors for hydrocarbon prospectivity is the existence of source rocks with enough
overburden to bury these rocks to sufficient depth to allow hydrocarbon generation. Many areas along the
West African margin have high-quality source rocks but not enough overburden to allow the source rocks
to generate oil or gas. However, in the Niger Delta, continued sedimentary deposition at the margin has
allowed source rock maturation and hydrocarbon generation.
Samples from several drilled wells in the Niger Delta have been analysed for their source rock properties.
The most effective source rocks are pro delta marine shales. The main marine shale which has been
identified as the source for oil generation in the Niger Delta is named the Akata Formation.
The Akata Formation is overlain by the Agbada Formation which contains the main reservoir unit. The
Agbada consists of interbedded sands and shales with many of the younger sands being mainly
unconsolidated. The reservoir quality of the sandstones is good to very good with porosities often
above 20 per cent. and typical hydrocarbon saturations from 70-90 per cent. Permeabilities can range from
several hundred to thousands mD.
Two different crude types are present in the Niger Delta: a light crude, which is characteristically light,
paraffinic and waxy, and a medium non-waxy crude with an API of less than 26!. A total of nine 3D seismic
surveys were acquired and processed over OMLs 4, 38 and 41 with total survey coverage of 3,300km2. The
surveys were completed between 1989 and 2000.

68
The following map shows the location of the fields in OMLs 4, 38 and 41 (with discovered oil and gas
resources shaded).

20JAN201405232488

8.3 OML 4 (Oben field)

8.3.1 Overview of oil mining licence 4

Licence type Exploration, Development and Production

Hydrocarbon classification . . . . . . . . . Reserves and contingent resources

Product . . . . . . . . . . . . . . . . . . . . . . Oil, condensate and gas
Area . . . . . . . . . . . . . . . . . . . . . . . . 267 km2
Licence expiry . . . . . . . . . . . . . . . . . 30 June 2019
Reservoir . . . . . . . . . . . . . . . . . . . . . Tertiary-age; mostly shoreface sands
Technical data available . . . . . . . . . . . 3D seismic data
Active wells . . . . . . . . . . . . . . . . . . . 16 oil wells and 4 gas wells

8.3.2 Background of OML 4

OML 4, located in the State of Edo in south-western Nigeria, covers an area of 267 km2. The block is
located 78 km northeast of Warri, Delta State. OML 4 previously formed part of the SPDC JV acreage
awarded in 1960. The licence was renewed in 1989 for a further 30 years expiring on 30 June 2019. The
Oben field is the only producing field in OML 4. Okporhuru and Orogho fields, which are located within
OML 38 and are at different stages of development, both will produce to the Oben flow station.

8.3.3 Field technical background for OML 4

(a) Oben field
The Oben field was discovered in 1972 and put into production in April 1974. Production peaked at just
under 40 Mbpd in May 1985. 3D seismic data were completed over the field in 1998. Since first production,
oil and gas has been produced from 17 reservoirs, with current production derived from 11 of these
reservoirs.

(i) Details of exploration and appraisal wells drilled to date

Well OML Date drilled Result

Oben-1 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 1972 Oil discovery

Oben-12 (ex-Oben North-1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 1973 Oil discovery
Elegbe-1 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 1987 Oil discovery

69
(ii) 2D and 3D seismic data acquired
The Oben 3D seismic survey covers OML 4. It has an area coverage of 340km2 of full fold coverage and the
data was acquired between 1998 and 1999 and processed in 1999.

(iii) Results of well and field study data

The table below summarises the exploration and appraisal activities carried out over the OML 4 licence
history since its discovery:
Date Activity

1972 . . . . . . . . . . . . . . . . . . . . Oben-1 exploration well drilled—Oben field discovery

1973 . . . . . . . . . . . . . . . . . . . . Oben-12 exploration well drilled—in another block
1987 . . . . . . . . . . . . . . . . . . . . Elegbe-1 exploration oil discovery well

8.3.4 Infrastructure located in OML 4

The current infrastructure consists of a flow station at Oben with a design capacity of 60 Mbpd; oil pipeline
infrastructure to the Amukpe manifold and a non-associated gas processing plant with a capacity of
90 MMscfd. The gas plant exports gas to the Nigerian gas network via the ELPS. Oil export from the Oben
flowstation is via the Oben-Amukpe pipeline to the Amukpe manifold and on to Forcados Terminal via the
Amukpe-Rapele and Rapele-Forcados trunk lines.
The existing AG solution for the Oben field is provided by an NGC-owned 32 MMscfd gas compressor
station that is leased by the Company. The four existing gas compressors are close to obsolete; SEPLAT
has secured three new compressors with a capacity of 30 MMscfd. The new compressors will be owned and
maintained by SEPLAT on behalf of the OMLs 4, 38 and 41 JV. There are 25 oil and four NAG wells and
several flowlines connecting the reservoirs to the flowstation and gas plant.
The NGC compressor station exports its gas into the local Oben-Sapele NGC grid that is connected to the
Sapele power plant and the Ajaokuta steel mills. The Oben gas plant also supplies the local NGC grid and
is connected to the ELPS, which is now connected to the WAGP.
Production operations are supported from the Oben field logistics base located near the cluster of the
three production facilities. Condensate from the NAG is routed to the flowstation and combined with the
oil. The gas plant also has facilities for direct export of condensate into the Oben-Amukpe delivery line.
The table below shows a summary of the main facilities in OML 4.
Facility Installed equipment Additional Information
Oben flow station . . . . . . . • Two 30 Mbpd gas/liquid • Standard flowstation design
separation trains (HP, LP). based on a GOR of 1,000
scf/bbl.
• Two 30 Mbpd surge vessels.
• HP and LP gas exported to
• Utilities include flares, fuel Oben NGC compressor station.
gas, instrument air and power
generation. • 30 oil wells, 54 strings and 54
flowlines.
Oben NGC AG
Compressor Station . . . . . • Four 2-Stage 8 MMscfd • Installed capacity 32 MMscfd
reciprocating compressors, and all nearly obsolete.
2 inlet scrubbers, dehydration
system (glycol absorption with • Current capacity: 8 MMscfd—
glycol regeneration), one AG compressor out of
hydrocarbon dew point four refurbished. SEPLAT
(refrigeration system). plans to replace these by Q1
2014 with three 10 MMscfd
• Utilities include fuel gas capacity compressors on the
instrument air, and power OMLs 4, 38 and 41 JV
generation. property.

• HP and LP gas received from

Oben flowstation.

70
Facility Installed equipment Additional Information
Oben Gas Plant . . . . . . . . • Two trains of 45 MMscfd • Facility designed for the
NAG treatment facilities (free installation of two additional
liquid knock out vessel, Joule modules.
Thompson valve, low
temperature separator, gas/gas • SEPLAT has entered into an
heat exchanger, clarifier and agreement for the purchase
glycol regeneration system). and installation of a new build
150 MMscfd design capacity
• Utilities include flares, fuel gas gas processing plant.
instrument air, corrosion
inhibitor injection and power. • Four wells with four strings
and three flowlines.

• Gas plant is supplied by three

wells (26T, 28T and 34T).
Pipelines and manifolds . . • 8" 0.6 km Oben flowstation— • The Oben-Amukpe trunk line
Oben manifold connects to the 24’’ Amukpe-
Rapele trunk line that
• 10" 23 km Oben-Amukpe evacuates to the Forcados
trunk line Terminal.

• Oben manifold

• Oben tie-in
Oben Field Logistics Base . • 25-room accommodation with
restaurant, recreation and
office facilities.

(a) Oben flow station

The Oben flow station was commissioned in 1974. It is built on a sand-filled area of about 70 m by 90 m.
The primary function of the flow station is to receive hydrocarbon fluid from oil wells, separate the
incoming fluid into liquid (oil and water) and gas and supply stabilised crude oil together with produced
water to the Forcados Terminal. The flow station is designed primarily with two 30 Mbpd gas-liquid
separation trains. Each train provides two-stage gas-liquid separation through an HP separator, LP
separator and the surge vessel. In addition to these trains, there is a test separator for routine statutory
well test activities.
De-gassed liquids from the surge vessels are pumped into the oil export pipeline. The station has nine
pump bays that were originally designed for National reciprocating pumps but modified for Sulzer
centrifugal/EMSCO pumps in the 1990s. There are currently three 12 Mbpd capacity EMSCO
(G342 caterpillar driven) and one National J275 (also with a G342 engine) pumps provided for the facility.
A fifth pump has been ordered (as a back-up pump) for reliability purposes. Three positive displacement
metering trains each with a capacity of 28 Mbpd provide export liquid metering. Following its acquisition
of a 45 per cent. participating interest in OMLs 4, 38 and 41, SEPLAT installed a quality loop which
comprises an autosampler and online BSW analyser. A flare system is provided and it includes a flare
liquid knock out drum with a pump for return of liquids to the surge vessel and two horizontal Boskel
flares. Each flare stack has a capacity of 20-30 MMscfd.

(b) Oben NGC gas compressor

The NGC gas compression station was installed near the Oben flow station to provide an AG solution. The
Oben NGC station is designed to export gas into the NGC owned Oben-Sapele pipeline system. The
Oben-Sapele pipeline NGC grid supplies the Sapele PHCN power plant at Ogorode. The Oben-Ajaokuta
pipeline was later added to the system to supply gas to the Ajaokuta steel plant. The Oben NGC
compressor station receives HP and LP AG from the Oben flowstation and treats the gas for export into
the NGC grid. There are four main equipment systems at the station and these are the gas scrubbers, the
compression system, the dehydration system and the hydrocarbon dew pointing system. Other systems
include the metering skids and various utilities.

71
(c) Oben gas plant
The Oben gas plant was commissioned in December 1982, with an installed capacity of 90 MMscfd. The
plant was initially designed to supply the Oben-Sapele NGC node, which in turn supplies the Sapele power
plant at Ogorode and the Ajaokuta steel plant. The Oben gas plant was substantially upgraded during the
course of 1995-96 to improve its technical integrity and increase its export discharge pressure in order to
supply the ELPS. This plant was recently upgraded to meet WAGP specifications. See above section 7.2.2
for additional information on the Company’s plans to acquire and install new gas plants.

(d) Pipelines
Transportation of production from Oben is via the 8’’ Oben-Oben manifold delivery line, to the
10’’ Oben-Amukpe trunk line, the 24’’ Amukpe-Rapele trunk line and the 28’’ Rapele-Forcados trunk line.
The Amukpe-Rapele trunk line also carries a third party’s crude oil in line with the Crude Handling
Agreement. The original 26.3 km 10’’ Oben manifold to Amukpe trunk line was commissioned in 1974. In
2002 a new line of 0.62 km in length was installed as a replacement. This pipeline has a design pressure of
75 bar and a maximum operating pressure of 60 bar. It is constructed from carbon steel pipeline.

8.3.5 Operations update for OML 4

Total working interest oil production for the year ended 31 December 2013 was 1.5 MMbbl and working
interest gas production was 7.9 bcf, equivalent to an average daily production for the period of 4.2 Mbpd
and 21.6 MMscfd, respectively.

8.3.6 Field development plan and outlook for OML 4

One work-over was completed in Oben in 2011, with six more work-overs on wells Oben 8, 15, 20, 22 and
31 completed in 2012. One infill well (Oben 36) was also successfully delivered in 2012. The Company in
2013 continued its development activities for Oben by executing two work-overs (Oben 26 and Oben 28)
and spudding one infill well (Oben 37).

8.4 OML 38 (Amukpe and Ovhor producing fields and Mosogar, Okporhuru and Jesse discoveries)
8.4.1 Overview of oil mining licence 38
Licence type Exploration, Development and Production

Hydrocarbon classification . . . . . . . . . Reserves and contingent resources

Product . . . . . . . . . . . . . . . . . . . . . . Oil and gas
Area . . . . . . . . . . . . . . . . . . . . . . . . 2,094 km2
Licence expiry . . . . . . . . . . . . . . . . . 30 June 2019
Reservoir . . . . . . . . . . . . . . . . . . . . . Tertiary-age; mostly shoreface sands
Technical data available . . . . . . . . . . . 3D
Active wells . . . . . . . . . . . . . . . . . . . 16 oil wells

8.4.2 Background of OML 38

OML 38, located in the Delta State in south-western Nigeria, covers an area of 2,152 km2. It contains, in
particular, the producing fields of Amukpe and Ovhor, and the discoveries of Mosogar, Orogho and
Okporhuru.

8.4.3 Field technical background for OML 38

(a) Amukpe producing field
The Amukpe field, which lies about 48 km north-west of Warri, Delta State, was discovered in 1970 and
came into production in 1972. The field sits on partially swamp to partially dry terrain of light bush and
forest. A total of four oil-bearing sands and five gas-bearing sands were encountered at depths of between
8,750 and 11,418 ftss. The Amukpe field has three producing strings.

72
(b) Ovhor producing field
The Ovhor field, which lies about 6 km southwest of Amukpe and 60 km northwest of Warri, Delta State
and straddles OMLs 38 and 41, was discovered in 1991 and came on stream in November 1993. Production
peaked at approximately 25 Mbpd in January 2006.

(c) Okporhuru discovery

Okporhuru was discovered in 1982 by discovery well OKRU-1 which encountered light oil between 8,834
ftss and 10,687 ftss (true vertical depth subsea—TVDss). Appraisal well OKRU-2 was drilled in 1984 to
confirm this discovery but found water and was plugged and abandoned. A second appraisal well OKRU-3
was drilled in-between OKRU-1 and OKRU-2 in 1989 thus confirming the presence of fluids. 3D seismic
was acquired in 1996 for this discovery.

(d) Mosogar discovery

Mosogar was discovered in 1974. Two wells have been drilled (MOSO-1, MOSO-2), both in 1974. Mosogar
is located approximately 50 km north of Warri and east and northeast of the Sapele and Amukpe fields
respectively. The Mosogar discovery contains hydrocarbons logged between 375 ftss and 11,150 ftss
(TVDss), with seven zones reported as oil-bearing and one as gas-bearing.

(e) Orogho discovery

The Orogho field is located 20 km south of Oben and was discovered in 1988 by the Orogho-1 exploration
well. Subsequently Orogho-2 and 3 were drilled to appraise the field, with Orogho-4 drilled as a relief well
to contain the blowout experienced by Orogho-3. The Orogho field contains hydrocarbons logged between
8,600 ftss and 12,300 ftss, in 32 intervals (10 oil-bearing, 17 gas-bearing, 5 oil and gas bearing reservoirs).

(f) Jesse discovery

JESSE-1 exploration well was drilled in 1970 to a total depth of 12,801 ft. The well encountered 29 ft NOS
and 143 ft NGS in 10 intervals between 10,000 ft and 12,800 ft. Preliminary views on the field classified
Jesse as a gas field; however the gas cannot be classified as non-associated gas in view of the GDT situation
in most of the gas-bearing reservoirs. After detailed study, future appraisal may be required to better
define the limits of hydrocarbon and possibility of oil rim below the gas.

(i) Details of exploration and appraisal wells drilled to date

Well OML Date drilled Result
Ethiope-1 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38 1958 Dry hole
Ogume-1 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38 1960 Oil shows
Abraka-1 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38 1966 Oil shows
Aruone-1 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38 1969 Dry hole
Amukpe-1 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38 1970 Oil discovery
Jesse-1 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38 1970 Dry hole
Ogume-2 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38 1970 Oil and gas discovery
Ijomi-1 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38 1970 Dry hole
Olokun-1 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38 1971 Oil discovery
Iguelaba-1 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38 1972 Dry hole
Okporhuru-1 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38 1982 Oil and gas discovery
Ajalomi-1 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38 1983 Dry hole
Okporhuru-2 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38 1984 Oil and gas discovery
Orogho-1 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38 1988 Oil discovery
Okporhuru-3 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38 1989 Oil and gas discovery
Okwefe-1 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38 1989 Oil and gas discovery
Oriomu-1 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38 1991 Oil discovery
Ovhor-1 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38 1991 Oil discovery
Omoja-1 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38 1996 Oil and gas discovery
Ogiti-1X . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38 2005 Dry hole
Orogho-2 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38 1990 Oil and gas discovery
Orogho-3 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38 1992 Oil and gas discovery
Orogho-4 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38 1993 Oil and gas discovery

73
(ii) 2D and 3D seismic data acquired
A total of six 3D seismic surveys were acquired over OML 38: Orogho survey (210 km2) in 1989, Central
survey (750 km2) in 1997, Abum survey (505 km2) in 1998, Adan survey (350 km2) in 1998, Ethiope River
survey (440 km2) 1999 and Ocha survey (176 km2) in 2000.

(iii) Results of well and field study data

The table below summarises the exploration and appraisal activities carried out over the OML 38 licence
history since its discovery:
Date Activity
1970 . . . . . . . . . . . . . . . . . Exploration well spudded—Amukpe field discovered
1991 . . . . . . . . . . . . . . . . . Exploration well spudded—Ovhor field discovered

8.4.4 Infrastructure located in OML 38

The current infrastructure is in the western part of the OML with a flow station located at Amukpe with a
capacity of 45 Mbpd. These facilities treat production from both the Amukpe and part of the Ovhor fields.
Liquids (oil and water) from the Amukpe flowstation are evacuated to the Forcados Terminal where the
water is separated from the oil and the dry crude is exported. Following SEPLAT’s acquisition of its
45 per cent. participating interest in OMLs 4, 38 and 41, it installed a quality loop, which comprises an
autosampler and online BSW analyser.
Facility Installed equipment Additional Information
Amukpe flow station . . . . . • 45 Mbpd facility with one • Standard flow station design
train of HP, LP, SV and an based on a GOR of 1,000 scf/
additional LP vessel. bbl.
• Utilities include flares, fuel gas • Receiving oil from:
instrument gas and power
two oil wells (three
generation.
strings) via three flowlines
• Two 20 Mbpd (initially from Amukpe field.
procured for the LTF) and
eight oil wells (13 strings)
four 8 Mbpd export pumps.
from the Ovhor field via
the Ovhor manifold.
Liquid treatment facility . . • 2 pc three phase separator
vessel (50 Mbpd gross liquid
per separator).
• 6 pc mono booster pumps.
• 2 Hydro cyclone units.
• 2 pc produced water surge
tanks (1220 m3 each).
• 5 pc produced water injection
pumps.
• 2 # 20 Mbpd crude oil export
pumps (currently tied to
Amukpe flowstation).
Pipelines and manifolds . . • 8’’ # 0.24 km Amukpe flow • Gathering manifold for all
station—Amukpe manifold. production from Oben, Sapele,
• 24’’ # 35 km Amukpe Amukpe flow stations and Pan
manifold to Rapele manifold/ Ocean-NPDC commingled
LACT unit trunkline. crude.
• 10’’ Oben Manifold to
Amukpe Manifold delivery
line.
• 10’’ Sapele to Amukpe
Manifold delivery line.

74
Facility Installed equipment Additional Information

• 10’’ PanOcean to Amukpe

Manifold delivery line (Third-
party injector).
Field logistics base . . . . . . • Personnel will be
accommodated along with
their OML 41 operations’
colleagues in the new field
base located near Sapele
facilities.

(a) Amukpe Flow Station

The flow station was commissioned in 1972 and is built on a land area of about 61 m by 57 m. The primary
function of the flow station is to receive hydrocarbon fluid from oil wells, separate the incoming fluid into
liquid (oil and water) and gas and supply stabilised crude oil along with produced water to the Forcados
Terminal. The station capacity was upgraded to 45 Mbpd in 2012.

(b) Liquid Treatment Facility (LTF)

SEPLAT is in the final stage of commissioning the LTF at Amukpe, which is located adjacent to the flow
station. Liquids production from Oben and Sapele will be re-routed from Amukpe manifold along with
liquids from Amukpe flow station to the LTF. The LTF is designed to separate out oil from water for all
three flow stations (Oben, Sapele and Amukpe), and it has a design capacity of 100 Mbpd gross liquid. The
dehydrated crude will be exported via the existing Amukpe flow station export pumps for transportation to
the Forcados Terminal via the existing Amukpe-Rapele pipeline, while separated water will be re-injected
into recompleted disused production wells via 4’’ flowlines. Two water re-injection wells have been drilled
to receive water from the LTF.
Three new short 10’’ delivery lines have been completed which run between the Amukpe manifold to the
LTF to serve the new plant. Two of these lines will deliver Sapele and Oben wet crude oil to the LTF for
dehydration, while the third line will transport dehydrated crude from the LTF back to the Amukpe
manifold en-route to the Forcados Terminal. The Amukpe flow station is connected via an 8’’ line to the
adjacent LTF.
The main equipment installed at the LTF includes:
• 2 pc three phase separator vessel (50 Mbpd gross liquid per separator);
• 6 pc mono booster pumps;
• 2 Hydro cyclone units;
• 2 pc produced water surge tanks (1,220 m3 each); and
• 5 pc produced water injection pumps.

(c) Wells, Wellheads and Flowlines

Three oil wells have been drilled in the Amukpe field. Two of the wells have been converted for produced
water disposal as part of the LTF development, while the third is currently in production.

(d) Pipelines/Manifold Stations

Liquids (oil and water) from the Amukpe flow station are evacuated to the Forcados Terminal via the
8’’ Amukpe-Amukpe manifold delivery line to the 24’’ Amukpe-Rapele Trunkline and the 28’’ Rapele-
Forcados trunkline. The Amukpe flow station to Amukpe manifold delivery line was commissioned in
1972. It is a short 8’’ 0.24 km line which links the flow station to the Amukpe-Rapele trunk. The Amukpe
manifold is a major-tie in location on the Trans-Forcados Pipeline network.
The following pipelines tie in at the manifold:
Inlet: . . . . . . . . . . . . . . . . • 8", 0.24 km Amukpe flow station to Amukpe manifold delivery line
• 10", 26.3 km Oben manifold to Amukpe manifold delivery line
• 10", 15.18 m Sapele to Amukpe manifold delivery line
• 10", PanOcean to Amukpe delivery line, operated by PanOcean
Outlet: . . . . . . . . . . . . . . . • 24", 35.48 m Amukpe manifold to Rapele manifold trunkline

75
8.4.5 Operations update for OML 38
Total working interest oil production for the year ended 31 December 2013 was 3.0 MMbbl, equivalent to
average daily production rate for the period of 8.2 Mbpd.

8.4.6 Field development plan and outlook for OML 38

(a) Ovhor gas lift
This project is designed to provide artificial lift in the Ovhor field for improved recovery. The installation
of gas lift mandrel was successfully completed in April 2013 for three wells identified for the project. The
project is estimated to cost US$56.2 million, which covers the well engineering activities, provision of
compression system and flowlines. The Company expects this project to be operational by Q3 2014.
(b) Ovhor additional bulklines
In late 2012, as a result of integrated production system studies, the Company decided to install additional
bulklines in Ovhor to remove an apparent flow constraint between the Ovhor manifold and the flow
stations. The project was delivered in January 2013.
(c) Mosogar discovery
The Company is planning to drill a new appraisal/development well in 2014/2015 in the Mosogar field and,
subject to further field development studies, start production in 2016.
(d) Okporhuru field
The Okporhuru field was successfully appraised in January 2013. The field was brought into production in
May 2013. This is the first new field to be brought into production by the Company. The Company has
drilled one more development well and another is currently under construction. As at 31 December 2013,
four wells have been completed in the Okporhuru field, while a fifth is at an advanced stage of
construction. Four bulklines are expected to provide ullage for the Okporhuru field and adjacent fields.
The first phase of the project, which is delivering production from the first two wells, had a budget of
US$11.1 million. The third and fourth wells were brought into production in Q3 2013.
(e) Orogho field
The current development plan for Orogho field involves the completion of two existing wells and drilling
five new wells to develop both oil and gas. The field was brought into production in December 2013.

8.5 OML 41 (Sapele field, Ovhor field and Ubaleme and Okoporo discoveries)
8.5.1 Overview of oil mining licence 41
Licence type Exploration, Development and Production

Hydrocarbon classification . . . . . . . . . . . . Reserves and contingent resources

Product . . . . . . . . . . . . . . . . . . . . . . . . . Oil, condensate and gas
Area . . . . . . . . . . . . . . . . . . . . . . . . . . . 291 km2
Licence expiry . . . . . . . . . . . . . . . . . . . . 30 June 2019
Reservoir—Amukpe . . . . . . . . . . . . . . . . Tertiary-age; mostly coarsening upwards and channel sands
Reservoir—Ovhor . . . . . . . . . . . . . . . . . . Tertiary-age; shallow marine; mostly shoreface sands
Technical data available . . . . . . . . . . . . . . 2D and 3D
Active wells . . . . . . . . . . . . . . . . . . . . . . 26 oil wells and 1 gas well

8.5.2 Background of OML 41

OML 41 is located about 50 km from Warri, Delta State in southwestern Nigeria and covers an area of
291 km2. OML 41 contains two oil producing fields, Sapele and Ovhor, and two discoveries with contingent
resources, the Ubaleme and Okoporo fields. A description of the Ovhor field, which straddles OMLs 38
and 41, is set out above at section 8.4.3.

8.5.3 Field technical background for OML 41

(a) Sapele field
The Sapele operating field was discovered in 1969 and brought on stream in 1972. Hydrocarbons were
encountered between 3,000 ftss and 120,000 ftss. The Sapele structure is an elongated NW-SE trending

76
rollover structure which is bounded to the north by a major growth fault and dip closed to the south, east
and west. To date, a total of 26 wells have been drilled in the field, of which four have since been
abandoned.

(i) Details of exploration and appraisal wells drilled to date

Well OML Date drilled Result

Okoporo-1 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41 1961 Oil discovery

Ubaleme-1 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41 1968 Oil with gas shows
Sapele-1 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41 1969 Oil discovery
Ubaleme-2 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41 1971 Oil with gas shows
Ovhor Deep-1 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41 1991 Oil discovery

(ii) 2D and 3D seismic data acquired

Ubaleme survey is the major 3D seismic survey acquired in OML 41. However, a section of the
Oghareki–1992 3D seismic survey also covers the northern part of OML 41 and the northwestern part of
OML 38. The Ubaleme survey has an area coverage of approximately 229 km2 of full fold coverage and
was acquired and processed in 1996.

(iii) Results of well and field study data

The table below summarises the exploration and appraisal activities carried out over the OML 41 licence
history since its discovery:
Date Activity

1968 . . . . . . . . . . . . . . . . UBLM-01 exploration well spudded—Ubaleme field discovered

1961 . . . . . . . . . . . . . . . . Okoporo-1 discovery

(b) Ubaleme and Okoporo discoveries

The Ubaleme and Okoporo fields both lie on the same structural trend in the southern part of OML 41, to
the southwest of Ovhor. Both fields are NW-SE trending roll-over anticlines and are located on the
downthrown side of a growth fault. The Ubaleme field was discovered by well UBLM-01 in 1968, and
further appraised by wells UBLM-02 and UBLM-03. None of the three wells were tested and the
contingent resources are attributed on the basis of the well logs. There are six reservoirs located between
8,300 ftss and 12,500 ftss (true vertical depth subsea—TVDss) containing hydrocarbons, of which two are
oil-bearing. The Okoporo discovery was made in 1961 by well OKOP-01 and further appraised by
OKOP-02. On this structure, there are eight reservoirs within a range of 5,500 ftss to 9,000 ftss, of which
four are oil-bearing.

(c) Sapele Shallow discovery

The Sapele Shallow consists of reservoirs between 3,000 ft—6,000 ft in the Sapele field. This largely
undeveloped resource is classified as heavy oil as it is known to bear hydrocarbon of API 21!. As at
December 2012, there were four wells producing from the heavy oil reservoirs. The Company has engaged
a globally recognised expert (DMCL) in the development of similar resources to commence studies leading
to a field development plan in 2013. Execution of the first phase of the development will commence in
2014.

8.5.4 Infrastructure located in OML 41

The Sapele field’s infrastructure includes a gas production plant with a design capacity of 120 MMscfd
comprising of two modules. The flow station has a capacity of 60 Mbpd that routes Sapele production to
the Amukpe manifold via the Sapele-Amukpe delivery line. From Amukpe, oil is then exported on to the
Forcados Terminal via the Rapele-Forcados trunk line. The condensate stream is routed to the flow station
to be combined with oil for export. Condensate can also be exported via the Sapele-Amukpe delivery line.

77
The table below shows a summary of the facilities in OML 41.
Facility Installed equipment Additional Information

Sapele flow station • Two 30 Mbpd gas/liquid • Standard flow station design
separation trains (HP, LP, based on a gas/oil ratio of
SV). 1,000 scf/bbl.

• XHP separator and test • HP and LP gas exported to

separator. Sapele NGC compressor
station.
• Utilities include flares, fuel
gas instrument, gas and • Receiving oil from:
power generation.
• 18 oil wells, 31 strings
and 31 flowlines from
Sapele field.

• Four wells (002, 012,

013 and 014) and two
bulklines from the
Ovhor field.
Sapele NGC AG compressor • Four 4 MMscfd 2-Stage LP • Installed and refurbished
station reciprocating compressors. capacity 26 MMscfd.

• Two 5 MMscfd single- • HP and LP gas received

stage HP reciprocating from Sapele flowstation.
compressors.
• Two # 10MMscfd new
• Utilities include fuel gas compressors ordered for
instrument air and power delivery in Q4 2013 with an
generation. option for a third.
Ovhor Barge Flowstation • Two 45 Mbpd gas/liquid • Barge currently berthed at
separation trains (HP, LP, Warri. SEPLAT is
SV). considering development of
the barge as part of the
• One 6 MMscfd AG Sapele shallow
compressor with gas development.
treatment facilities.

• Utilities include flares, fuel

gas instrument air and
power generation.
Sapele Gas Plant • Four 30 MMscfd NAG • Two trains operational.
treatment facilities (high
pressure knock out vessel, • Two producing NAG wells
Joule Thompson valve, low (17T, 18T).
temperature extraction
separator, gas/gas heat
exchanger and classifier).

• Utilities include flares, fuel

gas instrument air,
corrosion inhibitor injection
and power.
Pipelines and manifolds • 10’’ Sapele-Amukpe delivery • The Sapele-Amukpe
line delivery line connects to the
28’’ Rapele-Forcados trunk
line that evacuates to the
Forcados Terminal.

78
Facility Installed equipment Additional Information

Sapele field logistics base • 28-man accommodation

facility with restaurant,
recreation and office
facilities.

(a) Sapele flow station

The Sapele flow station was originally commissioned in 1972 with an installed capacity of 60 Mbpd. It is
built on a sand-filled area of about 70 m by 90 m. The primary function of the flow station is to receive
hydrocarbon fluid from oil wells, separate the incoming fluid into liquid (oil and water) and gas and supply
stabilised crude oil along with produced water to the Forcados Terminal.
Since installation, the flow station has undergone a number of facility upgrades to meet international
operating standards. Some of these upgrades include the installation of computer-aided operations systems
with the change-out of instrumentation to improve operations control, crude oil export pump change-out,
drains segregation, upgrade of the fuel gas treatment systems and installation of additional emergency
shutdown valves.

(b) Sapele NGC gas compressor station

The Sapele NGC gas compressor station was commissioned to provide an AG solution to the Sapele oil
field. The station is owned by the NGC and was originally leased by SPDC in 2002. Refurbishment was
completed by SPDC and the station commissioned in April 2004. Sapele is designed to export gas into the
NGC-owned Oben-Sapele pipeline system. The Oben-Sapele pipeline feeds the Sapele PHCN power plant
at Ogorode. The Oben-Ajaokuta pipeline was later added to the system to supply gas to the Ajaokuta steel
plant.

(c) Sapele gas plant

The Sapele gas plant was originally commissioned in 1978 with designed capacity of 120 MMscfd. It is built
on a land plot size of 120 m by 100 m in OML 41. Gas is metered and exported to the Sapele NGC
manifold from which it is let into the local NGC network. The condensate stream from the process flows
under process pressure to the nearby Sapele flow station. There are also facilities for the direct export of
the condensate to the trunk line. The plant currently has two modules functional at 60 MMscfd with no
plans to rehabilitate the remaining modules.

(d) Wells, Wellheads and Flowlines

A total of 19 oil wells have been drilled to date in the Sapele field. Some of the wells have multiple strings
hence there are 33 strings in all. New flowlines were laid by SPDC in 2008 to connect the strings to the
station. Well strings are connected to the flow stations via 4’’ or 6’’ carbon steel flowlines. All the flowlines
were changed out in 1995 and 1996.

(e) Field Logistics Base

Accommodation for the field-based staff that operate the Sapele and Ovhor fields and facilities is provided
at the Sapele field logistics base. The field logistics base is designed to accommodate 28 men with
supporting facilities including a restaurant, recreation room, laundry and a powerhouse.

(f) Pipelines
Liquids (oil and water) from the Sapele flowstation and from the Sapele gas plant are evacuated to the
Forcados Terminal where the water is separated from the oil and the dry crude is exported. Evacuation
from Sapele is via the 10’’ Sapele-Amukpe delivery line, the 24’’ Amukpe-Rapele trunk line and the
28’’ Rapele-Forcados trunk line.
The Sapele-Amukpe delivery line was originally commissioned in 1972. The pipeline has a design pressure
of 75 bar and a maximum operating pressure of 60 bar. The pipeline is constructed from carbon steel X52.
The line has a pig launcher at the Sapele flowstation end and a pig receiver at the Amukpe manifold.

79
8.5.5 Operations update for OML 41
Total working interest oil production for the year ended 31 December 2013 was 3.9 MMbbl and working
interest gas production was 2.8 bcf, equivalent to average daily production of 10.7 Mbpd and 7.7 MMscfd,
respectively.
In December 2013, there were eight wells producing oil including four wells producing from the heavy oil
reservoirs and four wells from the light oil reservoirs. Two wells were producing NAG. Nine additional
strings have been added to Sapele production from a combination of four work-overs and three new line
replacements and one infill well was completed in 2013.

8.5.6 Field development plan and outlook for OML 41

(a) Sapele Shallow
The reservoirs between 3,000 ft—6,000 ft in the Sapele field are designated as ‘‘Sapele Shallow’’ and are
estimated by DMCL to contain 29,092 Mbbl gross 2C contingent resources and 37,004 Mbbl gross 3C
contingent resources, of which the Company aims to convert a significant portion into reserves to meet its
2016 production target. The Company has engaged DMCL to commence studies leading to a field
development plan for this relatively undeveloped resource.
DMCL has identified a development path and it is expected that the development of the resources in the
Sapele Shallow will be achieved via a combination of the field’s strong aquifer support, gas lift, water
flooding and ESPs. The Company intends to implement a three-phase field development strategy
commencing in 2014 to enable the Company to realise value in a staged manner.
Phase 1 of the proposed field development is intended to target the opportunities in the field which do not
require the installation of new process facilities. Based on the outcome of the Phase 1 study, the Company
intends to drill two wells during the course of 2014 to evaluate the importance of gaslift and ESP. Phases 2
and 3 are expected to follow in 2015 and 2016 and Phase 1 data and production results will be used in the
field development models to optimise further development of the fields (in terms of new producers, water
injector wells and the further deployment of recovery enhancement technologies such as gas lift, ESP and
separators).
The Company has access to a concrete barge which was originally meant to be used as part of the field
development strategy for the Ovhor field. The Company is considering using the barge to provide
additional liquid capacity handling in the Sapele Shallow. The barge has two 45,000 bbl per day capacity
oil/gas separation trains. Each train includes an HP separator, an LP separator and a surge vessel. Two
multi-phase meters provide a well test facility. There are three 30-kbpd flowserve centrifugal pumps and an
extra bay for a fourth pump. The barge also includes a 6 MMscfd AG compression and treatment package
to provide an associated gas solution.
The Company’s five-year business plan includes approximately US$225 million of capital expenditure for
production wells and modifications to facilities in the Sapele Shallow. The Company is considering
modifying an existing dormant production facility to handle Phase 2 of the development, which the
Company believes will lead to reduced capital expenditure and project delivery time. For risks relating to
the conversion of contingent resources, see section 1.1 of Part II: ‘‘Risk Factors’’ in this Prospectus.
(b) Sapele new field logistics base
The new field logistics base comprises blocks of accommodation, offices and other utilities. The field
logistics base, when complete, will serve as a logistics hub and as accommodation for Sapele and Amukpe
field operation staff and, due to its proximity to the Company’s jetty in Sapele, it will also support marine
operations required for existing and new swamp field operations. Phase one of the project has been
completed.

8.6 Umuseti/Igbuku Fields

8.6.1 The Umuseti and Igbuku Fields
The Umuseti/Igbuku Fields are located in the northern onshore depo belt of the Niger Delta. The Umuseti
field came on stream in May 2012 and is currently producing approximately 2,750 bopd from the
Umuseti-2 well. There are 14 oil-bearing reservoirs in Umuseti with an average sand thickness of 30 feet.
Production currently comes from two of these reservoirs and more wells will be needed to drain the
remaining reservoirs. No production has so far come out of the Igbuku field. The marginal field area also

80
contains four identified satellite prospects, Umuseti-North East, Umuseti-East, Igbuku-West and Igbuku-
North. The Group intends to carry out further studies with a view to drilling one of these additional
prospects in 2015.
The following map shows the location of the fields (with discovered oil and gas resources shaded in green
and red respectively).

OML 39
(NAOC)

Midwest
Umusadege
Energia
Umuseti-4 Umusati NE-1 OML 60
Umusati-1
Umuseti-3
Umuseti_East-1
(NAOC)

Umusati East
Obodogwa-3
Ashaka
Field
OPL 283
(NewCross) Igbuku North
Kwale

Igbuku-1 Asemoke
Field

Ase River-1
Pillar
20JAN201405224291

8.6.2 Infrastructure
The existing infrastructure consists of a 5,000 bopd early production facility (EPF), two 3.5 km 4’’ oil flow
lines to convey produced fluids to the EPF, eight 500 bbl capacity crude storage tanks and a LACT unit.
Pillar Oil plans to build and install an additional separator train of 10,000 bopd capacity, which is intended
to increase the EPF’s capacity to 15,000 bopd by the end of 2014 in order to accommodate additional oil,
condensate and gas production from the Igbuku field when this comes on stream. It also plans to increase
the existing storage capacity from 4,000 bbl to 44,000 bbl by building two 20,000 bbl capacity storage tanks
in addition to the existing tanks. These work activities are scheduled to take place during the course of
2015.

8.6.3 Field Development

The Group expects a minimum of two more development wells to be drilled in the Umuseti field. Further
field development will entail drilling two new gas wells in Igbuku, laying in-field gas and oil flow lines, and
laying a 42 km gas line from Umutu to Oben for processing the produced gas. The Group intends that the
new pipeline from Umutu to Oben will be operated by the Company and the Umuseti/Igbuku JV will pay a
tariff for the use of this pipeline.
First oil from the new oil wells, Umuseti-3 and 4, is expected in Q2 2014. First gas from Igbuku is expected
in Q2 2015.
Pillar Oil has an exploration programme for the Umuseti and Igbuku fields. If additional appraisal
determines that economically recoverable reserves exist in Umuseti East and North-East, Pillar Oil intends
to ultimately tie these pools into the Umuseti main development.

81
The below map shows the planned route of the new gas line from Igbuku to Oben (via Umutu).

OML98
PANOCEAN

OBEN FS
OML4
SEPLAT

12"
SAPELE FS
TP1 X4
2K CHORUS

M IGBOLO

OML38
10"
SEPLAT
SAPE
LE W
EST
TP2
DL
PLATFORM
UMUTU
AMUKPE FS

OML41 OROGHO
SEPLAT

6"
CHORUS

X
24" AMUKPE-RAPELE TL

37
KM
OML57

OML56
NEWCROSS

OML34

UMUSATI

IGBUKU OML0
OML30 PILLAR AGIP
HERITAGE

OML42

20JAN201405224724
8.7 OML 53 (Jisike Field and Ohaji South oil and gas fields)
8.7.1 Overview of OML 53
Licence type . . . . . . . . . . . . . . . . . . . Exploration, Development and Production
Hydrocarbon classification . . . . . . . . . Contingent resources and prospective resources
Product . . . . . . . . . . . . . . . . . . . . . . Oil, condensate and gas
Area . . . . . . . . . . . . . . . . . . . . . . . . 1,556 km2
Licence expiry . . . . . . . . . . . . . . . . . 14 June 2027
Reservoir . . . . . . . . . . . . . . . . . . . . . Eocene/Miocene, Agbada Formation
Technical data available . . . . . . . . . . 2D & 3D seismic data, production data, test data and well logs
Wells . . . . . . . . . . . . . . . . . . . . . . . . 39 development, appraisal and exploration wells

8.7.2 Background of OML 53

OML 53 is located onshore in Imo State, in the north-eastern Niger Delta approximately 60 km north of
Port Harcourt. It comprises one producing area (Jisike), two undeveloped field areas (Ohaji South gas and
Ohaji South oil), seven unappraised discoveries (Apani, Alaoma, Emeabiam, Iheoma, Odinma, Omerelu
and Owu), four exploration prospects (Aku-A, Manu-A, Onyinye-A and Owu South) and numerous
exploration leads.
Two of the unappraised discoveries (Iheoma and Alaoma) have been included by Nigerian authorities in
the recently announced marginal field bid round and as such are to be carved out of the OML 53 licence
area and farmed out to a local operating company via a bidding process. The owners of the block will
receive a royalty interest from the new marginal field operator. Iheoma and Alaoma have been excluded
from the OML 53 CPR.

8.7.3 Field Technical Background for OML 53

(a) Jisike field
Jisike was discovered in 1975, and first oil was achieved in March 1979 from the JS-01 well. By May 1980,
three additional wells (JS-02, JS-03 and JS-04) were producing from the field. The JS-05 well was
subsequently drilled into an adjacent fault block, but the reservoir sections were found to be water-bearing.
Peak oil rate was achieved shortly after bringing on wells JS-06, JS-07 and JS-08 at approximately 10 Mbpd
between 1992 and 1994. A total of eight wells (with eleven completions) have been drilled into the Jisike
field.

82
The five major hydrocarbon sands in the Jisike field are the A-01, A-01.1, A-02, AA3 and the B-01. To date
there has been no production from the B-01 sand.
There has been limited work-over activity in the field with the only major work-overs being two
recompletions (of the JS-02 and JS-04 to the A-01.1 and AA3 reservoirs respectively), two through-tubing
work-overs (adding perforations to the JS-02D and JS-08 wells), and the conversion of JS-02D, JS-06 and
JS-08 to a ‘‘Poorboy’’ Gas lift system using a gas-liquid cylindrical cyclone (GLCC) and 3 MMscf/d from
the JS-01 well.
Typical producing depth in Jisike is 5,342 ft-tvdss. As at mid-2013 there were five producing completions
(JS-01, JS-02D, JS-06, JS-07 and JS-08), three intermittent producers (JS-02, JS03 and JS-04) and a gas
supply string (JS-01D). The water-cut is currently estimated to be 44 per cent. The cumulative production
as of 31 May 2013 was estimated to be 48 MMbbl of oil, 42 bcf of gas and 8 MMbbl of water. The average
production rate as of 31 May 2013 was 3.5 Mbpd of oil and 7,000 Mcf of gas per day.

(b) Ohaji South Gas Development

The Ohaji South gas reservoirs straddle the OML 53 block border and extend into SPDC’s OML 21 where
the field is named Assa North. The combined area is called the Assa North-Ohaji South (ANOS)
development area. A pre-unitisation agreement was signed by SPDC and CNL in 2006 that allowed field
development activities to proceed. SPDC were nominated as the operator and the equity split agreed on a
50:50 basis. On 11 December 2013, SPDC and CNL signed a unitisation and unit operating agreement,
which outlines the principles of co-operation and establishes the basis for cost sharing, joint appraisal
development and production from the hydrocarbon-bearing geological structures that straddle the
common boundary of OML 53 and OML 21. SPDC issued a field development plan in June 2012 giving an
estimated first gas production date of 2018.
Six exploration and appraisal wells have been drilled into the ANOS development area: Assa-01, Assa
North-01, Assa North-02 and Agga-01 by SPDC, and Ohaji South-01 and Ohaji South-02 by CNL. In 2005
the Assa North-01 well was re-entered and the H1000 and H4000 reservoirs were production tested by
SPDC.

(c) Ohaji South Oil Development

Wells Ohaji-South-3, Ohaji-South-4, $4ST1 and $4ST2 encountered oil in the A-01, B-17 and B-18
reservoirs. These reservoirs lie entirely in OML 53 and are not part of the unitised Ohaji South gas
development area. The typical depths of the reservoirs is 4500-6500 ft. DSTs have been carried out on the
three main reservoirs in the Ohaji South-3 and $4ST2 wells.

8.7.4 Infrastructure Located in OML 53

The only infrastructure currently in place in OML 53 is associated with the Jisike development. Flow-lines
tie the production wells back to a production/test manifold. A production separator and heater-treater
separate the produced fluids with all three phases being handled by Addax at its Izombe flow station.
Crude from the heater-treater is metered and sent to the Izombe flow station where it is combined with
Addax production. The Izombe flow station processes oil to a 0.5 per cent. BSW. It is then transported
through a 23 km NAOC-operated pipeline to the Ebocha flow station. From Ebocha it is pumped to the
NAOC Brass oil terminal for export.
Produced water from the Izombe flow station is treated and disposed of by Addax.
The gas produced from Jisike operations is used for gas-lift, fuel and instrument gas. Addax has installed
gas compression and currently its gas production is compressed and used for gas-lift and a gas injection
project. Once third-party infrastructure is in place the compressed gas will be supplied to the Egbema IPP.
SEPLAT is considering its options for a flare-out project. Amongst options being considered are using
Addax’s compression and injection/future export system, installation of compression to allow produced gas
to be used for gas-lift and gas injection within Jisike, or tying into a compressed natural gas project.

83
9. INVESTMENT PROGRAMME
9.1 Principal investments made by the Company since its incorporation
9.1.1 Acquisition of a 45 per cent. participating interest in OMLs 4, 38 and 41
The acquisition by the Company of its 45 per cent. participating interest in OMLs 4, 38 and 41 was
concluded on 31 July 2010 for a total price of US$340 million. An additional consideration of
US$33 million was paid by the Company on 22 October 2012 in line with the provisions of the Agreement
for Assignment, which stated that if the Brent price per barrel was greater than or equal to the average
price of US$80, as calculated over a period of 731 consecutive calendar days starting from 30 July 2010,
such additional consideration would become payable to the assignor.

9.1.2 Umuseti/Igbuku Fields Investment

On 1 June 2013, Newton Energy, a wholly-owned subsidiary of the Company, entered into an agreement
with Pillar Oil to acquire (subject to the consent of the Minister and receipt of any other necessary
governmental approvals) a 40 per cent. participating interest for total consideration of up to US$60 million
in the Umuseti/Igbuku Fields and in doing so has added approximately 10 MMbbl to the Group’s proved
plus probable (2P) oil and condensate reserves and 91 bcf of gas. The remaining 60 per cent. participating
interest in the field area is held by Pillar Oil.
Under the terms of the Umuseti/Igbuku Joint Operating Agreement, Pillar Oil and Newton Energy bear
all development costs for the Umuseti and Igbuku fields on a pro rata equity basis, so that Newton Energy
bears 40 per cent. of the development costs and operating expenditure. Newton Energy is still working with
Pillar Oil, its JV partner and operator of the field area, to agree its definitive capital expenditure plans but
currently anticipates that it will spend approximately US$59 million in aggregate as its contribution in
respect of the development costs over the next two years.

9.1.3 CNL Assets Acquisition

On 29 November 2013, the Company, AMNI and BelemaOil entered into a sale and purchase agreement
with CNL to acquire a 40 per cent. participating interest in OMLs 52, 53 and 55 for total cash
consideration of US$800 million. In addition, the Company, AMNI and BelemaOil have entered into a
consortium agreement pursuant to which they have agreed to allocate OMLs 52, 53 and 55 between them
and the consideration owing to CNL between them so that: (i) the Company acquires a 40 per cent.
participating interest in OML 53 for total cash consideration of US$300 million; (ii) AMNI acquires a
40 per cent. participating interest in OML 52 for total cash consideration of US$170 million; and
(iii) BelemaOil acquires a 40 per cent. participating interest in OML 55 for total cash consideration of
US$330 million. The CNL Assets Acquisition is subject to the satisfaction of a number of conditions
precedent, which include the consent of the Minister, and will, assuming satisfaction of the conditions
precedent, have an effective date of 1 July 2013. The CNL Assets Acquisition is currently the subject of
legal proceedings brought by Brittania U, an unsuccessful bidder for the CNL Assets, and the parties are
currently unable to proceed further with the transaction as a result of an injunction obtained by Brittania
U from the Nigerian Federal High Court in Lagos.

9.2 Principal non-field specific investments

9.2.1 LACT Unit
On 29 October 2011, the Company installed a LACT Unit to validate production data for SPDC and the
Nigerian authorities, representing an investment of about US$9 million, 45 per cent. of the cost of which
was borne by the Company.

9.2.2 Water treatment facility

The Company has constructed and is in the process of commissioning a water treatment plant with a
capacity of 100,000 barrels of liquid per day. The aim of the water treatment plant is to enable compliance
with the terms stipulated in the Crude Handling Agreement regarding the water content of the crude oil
injected by the Company and also to increase liquid export capacity in the pipeline in line with the
Company’s projected production. The Company estimates that the total projected capital expenditure for
the water treatment plant will be approximately US$106 million.

84
9.2.3 New storage tanks
The Company has budgeted US$18 million to build a 100,000-barrel storage facility at Amukpe in order to
store crude oil in case of production interruption. The plan is to build two 50,000-barrel storage tanks on
the Amukpe flow station site and have the facility operational by end of 2014. The storage tanks will
provide storage during periods of pipeline disruption to avoid having to shut in production. Permits to
build and operate the storage tanks have been sought from the appropriate regulatory bodies.

9.3 Financing of the investments

The Company intends to finance the investments described above in section 8.3.6, 8.4.6 and 8.5.6, as well as
in this section 9, first from available cash flows generated by the Company’s business. Any additional funds
for investments would then come from third parties, in particular by entering into bank loans such as the
Afrexim Facility and the FBN Facility, described in Part XVII: ‘‘Additional Information’’, section 10 of this
Prospectus, and/or from the proceeds of the Global Offer, as described in Part XV: ‘‘Details of the Global
Offer’’, section 2 of this Prospectus.

10. COMPETITION
SEPLAT operates in a highly competitive environment for acquiring assets and securing trained personnel
and services. There are currently approximately six international oil companies and numerous independent
oil and gas companies operating in the Niger Delta region. SEPLAT’s competitors include other
independent upstream oil and gas exploration, development and production companies and large
international oil and gas companies (as described at Part IX: ‘‘Industry Overview’’, section 2.3 of this
Prospectus).

11. THIRD-PARTY CONTRACTS

11.1 Crude Handling Agreement
The Crude Handling Agreement covers a five-year timeframe from 31 July 2010 to 31 July 2015. Crude
handling services provided by SPDC include the delivery of the Company’s crude oil (including that
transported by the Company for PanOcean and NPDC between Amukpe and Rapele manifolds under a
crude transportation agreement) to the Forcados Terminal, the treatment, processing and storage of the
crude oil and the delivery of processed crude oil to a nominated tanker where it can be exported.
Under the terms of the Crude Handling Agreement, the Company has agreed to set its nominal daily
volume entitlement at 50,000 bbls of liquid. This nominal capacity can be exceeded by 20 per cent. for a
higher tariff. The Company’s reserve storage capacity at the Forcados Terminal is limited to the higher of
10 days’ reserved production capacity or 400,000 bbl. These limits are agreed on an annual basis.
The tariff structure under the Crude Handling Agreement includes both a capital and an operating charge,
referred to as capacity and production charge under the contract terms. The Company is obliged to make
the following payments:
• capacity charge for the use of the Forcados Terminal of US$1.58/bbl where the transported crude oil
for the month includes wet crude. For dry crude the charge drops to US$1.46/bbl;
• capacity charge for the use of the Trans-Forcados Pipeline of US$0.46/bbl where the transported
crude oil for the month includes wet crude. For dry crude the charge drops to US$0.34/bbl;
• production charge for the use of the Forcados Terminal of US$0.22/bbl where the transported crude
oil for the month includes wet crude. For dry crude the charge drops to US$0.12/bbl;
• production charge for the use of the Trans-Forcados Pipeline of US$0.32/bbl where the transported
crude oil for the month includes wet crude. For dry crude the charge drops to US$0.17/bbl;
• where the average daily transported crude oil is in excess of the Company’s reserved production
capacity of 50,000 bbls per day, an additional fee of US$0.58/bbl; and
• where the Company exceeds its reserved storage capacity, a storage charge of US$0.47/bbl per day for
the volume of export crude oil in excess of the reserved storage capacity (until such time as the volume
of export crude oil is reduced below that).

85
11.2 Off-take Agreements
11.2.1 Shell Trading
All Forcados crude oil allocated to the Company under the Crude Handling Agreement is sold to Shell
Trading under the terms of the Off-take Agreement which commenced on 31 July 2010 and expires on
31 July 2015. After the initial five-year term the contract renews automatically for a period of 12 months,
unless either the Company or Shell Trading terminates the contract. Under the terms of the Off-take
Agreement, Shell Trading has agreed to purchase 100 per cent. of the Company’s production entitlement
delivered to the Forcados Terminal, with delivery of crude taking place FOB from the Forcados Terminal
to Shell Trading’s nominated tanker.
The contract price is determined according to the average of the mean dated Brent quotations as published
in Platts Crude Oil Marketwire plus a differential to the dated Brent quotation established by the official
selling price for Forcados blend crude oil prompt option as published by NNPC for the month of loading.
Title and the risk of loss or damage to the oil supplied shall pass to Shell Trading at the loading port as the
oil passes the loading vessel’s permanent hose connection and neither company is liable for indirect,
special or consequential damages. In the event that the Company fails to supply or experiences a delay in
supplying the crude oil agreed upon, Shell Trading’s damages are limited to the agreed selling price for the
oil.

11.2.2 Mercuria Energy

The Company has entered into an off-take agreement with Mercuria Energy in relation to a long-term
crude off-take arrangement for a period of five years, beginning on the earlier of 1 August 2015 and the
date on which the parties agree that SEPLAT is able to deliver its first cargo in excess of 500,000 barrels.
The Mercuria Off-take Agreement is more fully described at Part XVII: ‘‘Additional Information’’,
section 10.7.18 of this Prospectus.

11.3 Agreements with Cardinal

11.3.1 Background
Cardinal was incorporated on 8 November 2010 and is owned by Shebah and Platform Petroleum (60 per
cent.) and MPI, consistent with Nigerian indigenous ownership requirements for oil field services.
The creation of a separate drilling company capable of providing drilling rigs to the Group originated from
the Group seeking to avoid the delays which it had experienced in relation to its first work programme for
the half year of its operations to December 2010. These delays meant that the first full work programme
could not be completed due to the unavailability of necessary drilling rigs.
The availability of drilling rigs is a common problem faced by exploration and production companies
operating in Nigeria and in other parts of the world and is critical to the fulfilment of production growth
and reserves replacement targets.
The Company considered that, given the constraints on rig availability through alternative providers, the
fulfilment of the Company’s production growth and reserve replacement targets required a solution that
guaranteed rig availability for an extended period. The Company considered the available options, which
included:
(i) establishing a subsidiary of the Company to engage in drilling services; and
(ii) establishing a sister company of the Company that would acquire drilling rigs and subsequently
provide drilling services on an arm’s length basis.
After due consideration, the Company agreed that establishing Cardinal as a sister company and agreeing
an exclusivity arrangement with Cardinal to secure rig availability for the Company would be the most
appropriate option.
This option allowed the Company to remain as a pure upstream oil and gas company which contracts out
drilling services, thereby enabling it to concentrate on its core business, an approach that is consistent with
the practice adopted by most upstream oil and gas companies globally.

86
11.3.2 Exclusivity agreement
The Company paid US$20 million in exchange for the exclusive use of two of Cardinal’s drilling rigs for a
period of five years (the ‘‘Exclusivity Payment’’) pursuant to the terms of an exclusivity agreement between
the Company and Cardinal dated 17 May 2012.
Details of the Exclusivity Agreement are summarised in Part XVII: ‘‘Additional Information’’,
section 10.7.10 and the Exclusivity Payment is noted in Part XII: ‘‘Financial Information on the Group’’ of
this Prospectus.

11.3.3 Rig contracts

Since Cardinal’s establishment, three drilling rigs: (i) Cardinal Rig 101 750 HP; (ii) Cardinal Rig 201 2,000
HP; and (iii) Cardinal Rig 202 2,000 HP have been contracted, built and received by Cardinal and
committed exclusively for the Company’s operations. It is anticipated that Cardinal will have a fourth
drilling rig (Cardinal Rig 203) delivered to the Company and available for the Company’s use in the first
half of 2014.
The Company has entered into separate drilling rig contracts with Cardinal in respect of each of the
drilling rigs referred to above. These have been negotiated on an arm’s-length basis and on international
standard terms and conditions. Details of these agreements are summarised in Part XVII: ‘‘Additional
Information’’, section 10.7.10 of this Prospectus.
All payments made by the Company to Cardinal under the drilling rig contracts are based on invoices
submitted in line with the relevant drilling rig contract and are also approved by the Company’s joint
venture partner, NPDC (which has a 55 per cent. participating interest in OMLs 4, 38 and 41), through the
Operations Committee.

12. ENVIRONMENT, HEALTH AND SAFETY AND SOCIAL RESPONSIBILITIES

12.1 Environment
The Group business impacts the local area and the country’s natural resources, which impact must be
measured, controlled and minimised. Any potential environmental disturbance or damage could expose
the Group to various risks which are likely to generate additional costs and could adversely affect its image
and reputation. The key measures established by the Group to prevent environmental damage are
described in this section, while the specific environmental risks are described in Part II: ‘‘Risk Factors’’ of
this Prospectus.

12.1.1 General
The environmental practices of the Company are aimed at protecting the environment and ensuring
compliance with applicable regulations and best practices. Furthermore, the Company has voluntarily
pledged to tackle certain practices threatening the environment, such as oil spills, and is a member of
Clean Nigeria Associates, a non-profit co-operative of international oil companies and indigenous oil and
gas operators focused on remediation of Tier 2 and 3 spill incidents in Nigeria. The Company has
introduced environmental management systems and risk management plans. Staff training, particularly for
manual workers, is a contributing factor to the operational control of such risks. The Company’s
environmental practices and policies are monitored by the Risk Management, HSE and Communities
Committee, further details of which are set out in Part VII: ‘‘Directors, Senior Management, Corporate
Governance and Dividend Policy’’.
The Company and its operations are subject to various stringent and complex international and domestic
environmental, health and safety laws and regulations governing matters including: the emission and
discharge of pollutants into the ground, air or water; the generation, storage, handling, use and
transportation of regulated materials; and the health and safety of the Company’s employees. These laws
and regulations, among other things:
• require the acquisition of various permits before drilling commences;
• prohibit some or all of the operations of facilities deemed not in compliance with permits;
• restrict the types, quantities and concentration of various substances that can be released into the
environment in connection with oil and natural gas drilling, production and transportation activities;

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• limit or prohibit drilling activities in certain locations lying within protected or otherwise sensitive
areas; and
• require remedial measures to mitigate or remediate pollution from the Company’s operations.

12.1.2 Provision of Training

On 27 January 2014, the Company entered into a contract with Petrofac International (Nigeria) Limited
(‘‘Petrofac’’), an internationally recognised oil field service company, for the provision of a wide-ranging
training programme covering safe systems at work and HSE training. The scope of work also includes
carrying out an assessment and rating of the Group’s contractors based on robustness and HSE
competency of their key personnel.

12.1.3 Environmental Impact Assessments (‘‘EIA’’)

Under the applicable Nigerian regulations, the Company is required to conduct an EIA to study the impact
of its activities and facilities on the environment. In February 2011, the Company commissioned reports on
the consequences of its activities on environmental matters in accordance with the rules laid down by the
DPR for OMLs 4, 38 and 41, in order to ascertain the potential consequences of its activities on the
environment. The EIA for OML 4 was issued in November 2012, for OML 38 in May 2012 and for
OML 41 in June 2012. The Company has notified the DPR of the scope of these assessments and the DPR
has approved the process and methods used to produce the reports. The reports will be based on studies,
sampling and analysis. Sampling will be carried out over two seasons (dry and wet) in order to precisely
evaluate during those periods the condition of the groundwater, surface water, sediment, soil, air, noise
and vegetation. The assessments will also take into consideration the socioeconomic context and health of
the local community. Lastly, all plans for expansion, such as the drilling of new wells, the work-over on
existing wells and the proposed water treatment plant at the Amukpe pumping station, will also be
included in these assessments.

12.1.4 Material incidents since 2010

(a) Ovhor-Sapele spill
On 23 December 2013, approximately 30 barrels of crude oil were spilled from the Ovhor-Sapele bulk line
in OML 41. The incident flowline was immediately shut-in, containment measures were effected to
minimise the environmental impact and applicable statutory notifications were filed. The clean-up
assessment determined that the leak was due to the failure of a repair clamp on the flowline. The failed
clamp was replaced and clean-up of the impacted area is ongoing.

(b) Iriama spill

A small oil spill of approximately 55 litres (equal to less than one barrel) occurred at Iriama (located in
OML 38) in May 2011, which was caused by the failure of a repair clamp on the main 24’’ pipeline.
A post clean-up assessment of the oil spill site at Iriama was carried out with regulatory oversight from the
DPR, the National Oil Spill Detection and Response Agency (‘‘NOSDRA’’), and the Delta State Ministry
of Environment with results from the laboratory analysis confirming that the residual oil contaminant was
minimal and re-vegetation of the affected area had been accomplished naturally. The report submitted to
the DPR included recommendations to further improve the Iriama spill site, such as periodic inspections
and checks of the pipelines for possible aging, corrosion and sabotage. The Company is already conducting
these activities as part of its pipeline monitoring and inspection programme.

(c) Mosogar spill

An oil spill occurred at Mosogar in April 2011. It was caused by an illegal crude bunkering operation by
crude oil thieves on the Oben to Amukpe pipeline at the Ethiope River crossing. The spillage of an
estimated 100 bbls of crude oil was discovered quickly by the Company’s surveillance crew and then
contained using booms.
The statutory spill incident report has been submitted to DPR and a close-out certificate has been received
by the Company following completion of remediation of the Mosogar spill area.

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12.2 Health and Safety
12.2.1 General
The Company seeks to protect the health and safety of all persons involved in its activities and persons who
come into contact with the Company’s operations and the health and sustainability of the environments in
which the Company operates.
The Company aims to provide a secure working environment through the adoption of certain international
industry standards to protect employees and contractors, physical assets and operations against risks of
injury, loss, damage or impairment from criminal, hostile or malicious acts. To achieve this, the Company
has adopted occupational health and safety standards with which all of its employees, contractors and
service providers are required to comply. In addition, the Company has:
• developed a management system (including a corporate HSE plan) which formalises SEPLAT’s
business processes to international standards;
• developed an integrated incident response plan to ensure effective command and control during
responses to all levels of emergency situations;
• put in place an HSE manual to guide employee conduct;
• upgraded safety equipment at its sites; and
• established regular health and safety campaigns to create awareness among its employees.
The Company works with the communities under the terms of the Global Memorandum of Understanding
between the Company and local communities (the ‘‘GMOU’’) to promote the security of its facilities and
employees and where necessary liaises through third-party contractors with government security forces to
provide security or surveillance as required.
Responsibility for compliance with the HSE policies lies with the Company’s Risk Management and HSE
Committee.

12.2.2 Material incidents since 2010

Following a required shutdown of the Trans-Forcados Pipeline by Shell Nigeria on 7 October 2012 for
repairs and maintenance as a result of a leak, SEPLAT took the opportunity to undertake routine
maintenance, repair and enhancement work at the Ovhor manifold, including basic plant modifications.
On 15 October 2012, a contractor was engaged to replace the isolation valves on the Ovhor bulk-lines of
Manifold I with pig injector valves. Having safely completed this task, whilst the shutdown continued, the
same contractor work crew was directed to execute similar replacements on the bulk-lines of the adjacent
Manifold II.
On 20 October 2012, whilst the contractors were working on this subsequent task, the contractor crew
unilaterally took the decision to break the flange on the isolation valve to hasten drainage of the bulk-line,
thereby flooding the work area with crude oil. In order to evacuate the pool of spilled crude oil into storage
tanks, the work crew mobilised and deployed a diesel powered water pump into the work area. After
running for a while, this pump sputtered, sparking a flash-fire that engulfed 10 of the 11 contractors on
site. This tragic accident resulted in five fatalities and five other men suffering various degrees of burns. In
addition, damage was caused to the Ovhor facilities, which required 40 days to repair.
All the injured persons were immediately evacuated to Company-retained clinics and hospitals for the
treatment of burns suffered. One man died of his injuries the following day, while five of the most critically
injured persons were transferred by air-ambulance to South Africa. Four of the five died from their injuries
at the South African facility due to pre-admission infection.
Amounts of compensation have been paid to the respective next-of-kin and all survivors discharged from
hospital. Costs incurred by the Company as a result of the incident were approximately US$1.36 million, all
of which have been paid in full. The Company has submitted an insurance claim and is currently awaiting
assessment of any amount due to the Company by the loss assessor.
Following the incident, the Company’s management immediately instituted a health and safety
investigation to determine the causes of the accident and injuries, as well as lessons to be learnt in order to

89
 avert similar incidents in the future. The investigation identified the following causes of the incident
amongst others:
• the Company’s contractor selection process and project planning failed to identify that the contractors
were insufficiently qualified to work on, or within, hydrocarbon installations;
• the contractor work crew failed to adhere to the established work procedure (control permit) that
enabled safe accomplishment of the earlier similar task on the adjacent Manifold I;
• inexperience of both the contractor’s supervisor and the Company-assigned third-party quality
assurance/quality control supervisor on the job;
• workmen on site apparently lacked the confidence to intervene and stop the work activity, even when
witnessing unsafe conditions or actions; and
• inadequate emergency response plan, including inadequate communication channels, lack of
appropriate fire extinguishers, lack of first-aid providers on-site and insufficient number of facility
exits.
Following the accident and findings of the report, the Company has taken several steps to seek to tighten
contracting and health and safety procedures when engaging contractors, through a number of measures,
including:
• reiterating endorsement of the ‘‘Stop-work Authority’’;
• reinforcing training in the field regarding the importance of health and safety and compliance with the
Company’s HSE policy, including quarterly performance reviews for the Company and also for its
contractors;
• implementing an expanded training and performance review initiative with the production, launch and
issuance of ‘‘Stop-work Authority’’ cards signed by the CEO to all workmen at Company locations and
regular field visits by members of Senior Management;
• establishing an incident review board set up to evaluate all incidents and implement learning across
the Company and its third-party contractors and monthly meetings in the field to discuss heath and
safety initiatives, training and compliance;
• review and enforcement of contractor’s technical capability as the primary consideration and
re-evaluation of quality assurance/quality control personnel competency are being implemented, along
with more stringent assessment of the contractor’s health and safety record and processes at the
tender stage; and
• a critical review of the permit-to-work system has been implemented to ensure that work method
statements are adequate, job hazard analysis is comprehensive and the work permit for each activity
details the critical risk factors and corresponding mitigation requirements including evidence of their
enforcement at site.
Since the conclusion of the report, these recommendations have been implemented and part of work
authorisation process.

12.3 Corporate Social Responsibility

12.3.1 Overview
The Company recognises the importance of seeking to integrate with local communities and maintaining
good community relations with the host communities in the areas in which it operates. As a measure of its
commitment to the host communities the Company entered into a GMOU with the communities in Edo
State (in which OML 4 is situated) and Delta State (in which OML 38 and 41 are located). The GMOU
provides a framework within which the Company and the host communities work together to encourage
sustainable community development by improving essential infrastructure, such as health centres, schools
and water projects.
Under the GMOU, the communities have set up a Community Development Committee (‘‘CDC’’) which
is made up of representatives from each of the host communities. The CDC is responsible for the
coordination and implementation of the development programmes. The CDC and the Company have also
set up a trust fund account through which development projects are funded. The Company has set aside
20JAN201405225537300,000,000 per annum, which is to be disbursed for such projects on a quarterly basis. Under the

90
GMOU, SEPLAT allocates funds for community projects on a bi-annual basis, based on levels of
production and time without incidents of vandalism or sabotage to the pipeline.
In addition the GMOU is aimed at promoting cordial relations between the Company and the local
communities based on securing mutual benefits from achieving certain objectives, and specifically from the
promotion of sustainable development, peaceful coexistence and security. Under the GMOU, the local
communities have undertaken to provide a peaceful environment enabling the Company and its
employees, contractors, subcontractors and agents to work and have access to the Company’s facilities free
from any disturbance, interruption, threat, violence or invasions.
SEPLAT’s Community Relations and Corporate Affairs Departments drive the formulation and
implementation of all its various CSR policies and activities. These departments hold regular meetings
with various stakeholder groups to strengthen relationships with them, listen to their mutual concerns and
find ways to address them. The Company also produces a CSR report card at the end of every financial
year, which shows details of all the Company’s social responsibility programmes, initiatives and impacts on
the communities where the Company operates, which is an important component of the Company’s
oversight functions.
In addition, the Company has in place a Community Relations Policy which applies to its entire staff and is
designed to promote the Company’s philosophy of sustainable development through various guiding
principles, including the promotion of dialogue with local communities, supporting local businesses,
community outreach schemes and improving environment management policies. The Company’s CSR
Committee is responsible for overseeing the implementation of the community relations policy.

12.3.2 Healthcare Programmes

In July 2011 the Company and the Edo State government partnered in operating the Oben Cottage
Hospital which provides healthcare services to communities in and around Oben. In addition, the
Company has also initiated the following CSR programmes:
• Safe Motherhood Programme: This programme is aimed at expectant women to promote their
wellbeing during pregnancy and child-birth. The programme focuses on selected themes aimed to
inform and educate participants, while creating awareness on crucial pre-natal care for safe delivery.
The programme started in 2011 and has addressed ‘‘Nutrition in Pregnancy’’, ‘‘Hygiene in Pregnancy’’
and ‘‘Danger Signs in Pregnancy’’. Since the programme began, over 6,500 expectant women in the
areas of the Company’s operation have received pre-natal screening, mosquito nets, nutritional
supplements and ‘‘Safe Motherhood Delivery Bags’’ which contained items required for child delivery.
The Company has also donated maternity drugs to the health centres and clinics in the area to ensure
the continued wellbeing of the women.
• Eye Can See Programme: This programme provides optical screening and treatment, including surgery,
to members of the host communities. The Eye Can See Programme began in 2012. Over the course of
the programme, over 10,000 patients have been tested and screened, over 6,000 spectacles have been
provided and over 850 cataract surgeries and over 60 corrective surgeries have been carried out.

12.3.3 Education Programme

Under the terms of the GMOU, SEPLAT provides educational assistance in the forms of scholarships and
grants to qualified members of the host community for secondary and tertiary study at recognised
educational institutions in Nigeria. The number of beneficiaries and amounts to be disbursed is to be
discussed between the Company and the CDC subject to the availability of funds from the 22 per cent. of
the trust fund account reserved for capacity building projects.

12.3.4 Scholarship Scheme

In 2011, 548 scholarships were awarded at20JAN201405225537
a cost of 13.7 million, in 2012, 146 scholarships were awarded
at 20JAN201405225537
a cost of 3.56 million, and in 2013, 772 scholarships were awarded at 20JAN201405225537
a cost of 19.3 million. In
addition, the Company also provided skills acquisition training, namely welding and fabrication, tailoring
and computer studies for 90 persons at20JAN201405225537 20JAN201405225537
a cost of 6 million in 2010, 10 million in20JAN201405225537
2011 and 26 million in
2012. The Company has also donated computers to the University of Benin, Department of Petroleum
Engineering.

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12.3.5 Pearls Quiz Programme
The Group introduced a special state-wide educational programme known as SEPLAT PEARLS Quiz.
PEARLS stands for Promoting Exceptional and Respectable Leaders. The PEARLS Quiz Programme is
designed to raise awareness of and interest in academic excellence in private and public schools in the
Delta and Edo states. It rewards participating schools and students who excel in the quiz. The programme
was launched in 2012 with the participation of 1,741 secondary schools in the Delta and Edo States.
Rewards for the winners included a scholarship for the top 15 students, a school bus for the winning school
and cash awards for the top three schools to help fund school projects. In 2013, over 1,700 schools
participated in the programme, 15 students were awarded a scholarship and the winning school was
presented with a 16-seater school bus, while the schools in second and third place were given project-based
cash awards.

12.3.6 Other Initiatives

Donations have been made to other organisations, for example, Advocacy for Widows Empowerment
20JAN201405225537
which provides equipment and tools to start up small businesses for widows. 2 million has been donated
to the Sickle Cell Foundation to aid the screening process for people living with the condition.

12.3.7 CSR Infrastructure Programmes

The Group has also funded CSR infrastructure projects, which include the following:
• Drilling boreholes and completing water projects in Japkpa Mereje, Mosogar, Elume, Ogume,
Okueka, Iriama, Itiru, Oben and other areas;
• Renovation of Sapele Central Hospital Female and Paediatric Ward;
• Installing electric transformers and street lighting at Ugborhen and Amukpe;
• Renovation of market stalls in Sapele and Oben;
• Renovation of the town halls in Oben and Okpe;
• Construction of 4km road to Ugborhen;
• Completion of Cottage Hospital in Ugborhen; and
• Construction and handover of a guest house in one of the communities in the Oben axis.

13. ANTI-CORRUPTION POLICIES

The Group has recently adopted an anti-corruption and bribery policy applicable across all of the Group’s
business activities. The Group has developed its anti-corruption and bribery policy consistent with the UK
Bribery Act 2010, as well as the laws (described below) that are applicable in Nigeria. The Group is
currently in the process of carrying out applicable training for its staff and implementing corresponding
procedures.
The policy specifically addresses facilitation payments or ‘‘kickbacks’’, gifts and hospitality, dealing with
public officials, political donations, lobbying and advocacy and charitable donations, and includes
notification and whistle-blowing provisions, as well as provisions regarding disciplinary action following a
breach of the policy. The policy requires that new and existing staff be trained and that the Group’s
approach to anti-bribery and corruption is communicated to business partners.
Further, in order to prevent bribery, fraud and corruption, the Group has implemented due diligence
procedures across the Group when entering into agreements with third parties for ensuring compliance
with applicable anti-corruption legislation.
Doing business in Nigeria brings with it inherent risks associated with fraud, bribery and corruption.
Nigerian anti-corruption legislation, including the Criminal Code, Penal Code, Economic and Financial
Crimes Commission Act, Corrupt Practices and Other Related Offences Act, contain requirements similar
to those contained in international anti-corruption laws.
Offences under Nigerian anti-bribery legislation include:
• corruptly giving or agreeing to give or offer a gift or consideration as an inducement or reward;

92
• corruptly accepting or obtaining, agreeing to accept, or attempting to obtain a gift or consideration as
an inducement or reward;
• the giving of, asking for, offering of, agreeing to, promising of, attempting to and receiving of bribes by
public officers;
• providing false information to a public officer;
• retention of the proceeds of economic or financial crime;
• possession, use or acquisition of property derived from an offence;
• conversion or transfer of property derived from an offence;
• concealment of the nature, source, location or rights with respect to, or ownership of property derived
from, an offence;
• gratification of a public official (gratification is defined to include money, donations, gifts, property
given or promised to a person with the intent to influence such a person in the performance or
non-performance of his duties; any agreement to give employment; any valuable consideration of any
kind; any offer, undertaking or promise whether conditional or unconditional; any service or favour
such as protection from any penalty or disability; any payment, release, discharge or liquidation of any
loans or other obligation; and any offer, undertaking or promise of any of the aforementioned);
• failure to report any of the above; and
• counselling or procuring any of the above.

14. INSURANCE
The Group’s operations are subject to numerous operating risks normally associated with oil and gas
exploration and production activities in Nigeria. The Group believes that its existing insurance coverage is
consistent with industry standards and is reasonable to cover all general material risks associated with the
Group’s operations (and that of the operators of assets in which it has an interest).

15. LITIGATION
The CNL Assets Acquisition is currently the subject of legal proceedings brought by Brittania U Nigeria
Limited (‘‘Brittania U’’), an unsuccessful bidder for the CNL Assets, and the parties are currently unable
to proceed further with the transaction as a result of an injunction obtained by Brittania U from the
Nigerian Federal High Court in Lagos in December 2013.
By a writ of summons and statement of claim, both dated 12 December 2013, Brittania U, which is a
marginal field development company in Nigeria, commenced legal proceedings against five defendants,
including CNL and SEPLAT. Brittania U has claimed that there exists a contract between it and CNL for
the acquisition of CNL’s 40 per cent. participating interest in OMLs 52, 53 and 55, which pre-dates
SEPLAT and CNL entering into the CNL Assets SPA. In addition to claims against all five defendants for
declarations, specific performance of the contract claimed to be in existence by Brittania U and an
injunction preventing the defendants from proceeding with the CNL Assets Acquisition, there is a claim
for exemplary damages of US$1 billion against the four defendants other than CNL, including SEPLAT.
These claims have been denied by CNL and SEPLAT. Management believes that the claims against
SEPLAT are without merit. Accordingly, SEPLAT has made no provision related to the Brittania U claim,
including in relation to the exemplary damages claim, in its audited financial statements as of and for the
year ended 31 December 2013.
The Group, in the ordinary course of its business, is, from time to time, named, and threatened with being
named, as a defendant in claims in the Nigerian courts or arbitral proceedings, mostly in connection with
disputes over real property rights. The Group is of the opinion that, even if such claims were to be
substantiated and be successful, none of such claims would, either individually or in the aggregate, be likely
to have any material adverse effect on the Group. The legal advisers to the Group as to Nigerian law
(listed on page 37 of this Prospectus) are of the opinion that the contingent liability that may arise from all
outstanding claims pending against the Group is not expected to exceed the sum of US$50 million. There
can be no assurances that, in the event of a successful claim against the Group, liability will not be
significantly higher than this amount.

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16. EMPLOYEES
The number of employees of the Group as at 31 December 2011, 2012 and 2013 is set out below. As at the
Latest Practicable Date, the number of employees of the Group in administration, management, engineers
and exploration/operations was 81, 34, 46 and 214 respectively. Currently, none of the Group’s workforce is
unionised.

As at As at As at
31 December 31 December 31 December
2011 2012 2013

Administration . . . . . . . . . . . . . . . . . . . . . . . . . . 55 68 79
Management . . . . . . . . . . . . . . . . . . . . . . . . . . . 15 18 28
Engineers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18 35 45
Exploration/operations . . . . . . . . . . . . . . . . . . . . 109 163 201
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 187 284 353

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 PART VII
DIRECTORS, SENIOR MANAGEMENT, CORPORATE GOVERNANCE AND DIVIDEND POLICY
Directors and Senior Management
Board of Directors
The Board is responsible for, and has the authority to determine, all matters relating to the strategic
direction, policies and practices of the Group and establishing goals for Senior Management and the
operation of the Group.
The Directors are as follows:

Name Position

Ambrosie Bryant Chukwueloka Orjiako . . . . . . . . . . Chairman

Ojunekwu Augustine Avuru . . . . . . . . . . . . . . . . . . . Chief Executive Officer
William Stuart Connal . . . . . . . . . . . . . . . . . . . . . . . Chief Operating Officer
Roger Thompson Brown . . . . . . . . . . . . . . . . . . . . . Chief Financial Officer
Michel Hochard . . . . . . . . . . . . . . . . . . . . . . . . . . . Non-Executive Director
Macaulay Agbada Ofurhie . . . . . . . . . . . . . . . . . . . . Non-Executive Director
Michael Richard Alexander . . . . . . . . . . . . . . . . . . . Senior Independent Non-Executive Director
Lord Mark Malloch-Brown . . . . . . . . . . . . . . . . . . . Independent Non-Executive Director
Charles Okeahalam . . . . . . . . . . . . . . . . . . . . . . . . . Independent Non-Executive Director
Basil Omiyi . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Independent Non-Executive Director
Ifueko Omoigui-Okauru . . . . . . . . . . . . . . . . . . . . . Independent Non-Executive Director

Director Profiles
Chairman
Ambrosie Bryant Chukwueloka (A.B.C.) Orjiako (Chairman) (53 years old)
A.B.C. Orjiako, a co-founder of SEPLAT, was appointed as a director on 14 December 2009 and as
Chairman on 3 March 2010.
After obtaining an M.B.B.Ch. degree in 1985 from the College of Medical Sciences, University of Calabar,
Nigeria, he trained as a General Surgeon at the Lagos University Teaching Hospital, Lagos, and later
sub-specialised in orthopaedic and trauma surgery and became a fellow of the West African College of
Surgeons in 1996.
Whilst still practicing at the National Orthopaedic Hospital, Igbobi, Lagos, he established and managed
various companies in the upstream, downstream and services sectors of the oil and gas industry in Nigeria.
These include Abbeycourt Trading Company Limited (with which he traded crude oil and refined
petroleum products with, amongst others, Glencore UK Limited), Abbeycourt Energy Services Limited,
Zebbra Energy Limited and Shebah Exploration and Production Company Limited.
He also has other business interests in construction, real estate development, pharmaceuticals and
shipping.
He went into full-time business in 1996 after eleven years of active medical practice. He co-founded
SEPLAT in 2009 and became the Chairman, spearheading new business development and fundraising as
well as providing leadership on strategy and stakeholder relationships.
He is also the chairman of Neimeth Pharmaceutical International plc, which is listed on the NSE, and a
director of MPI, which is listed on NYSE Euronext Paris.
Consolidating his firm commitment to philanthropy, he founded the Daniel Orjiako Memorial Foundation
(‘‘DOMF’’) in 1996 in honour of his late father, Chief Daniel O. Orjiako. The DOMF is committed to
breaking the poverty cycle in rural Nigerian communities through education, healthcare services and
economic empowerment through agriculture. The DOMF runs scholarship schemes for indigent students
across the spectrum of education in Nigeria and has to date assisted towards the education of over 10,000
pupils in primary schools, over 200 in science education in post-primary schools and over 200 university
graduates especially in medicine, engineering, pharmacy and geology. The DOMF also provides free care
services to the elderly and micro-credits to rural farmers, especially rural women. He further supports

95
education and medical research through an endowment of a professorial chair in orthopaedics and trauma
at the University of Calabar, Nigeria.
Between 2004 and 2006, he attended Harvard Business School’s Owner’s and President’s Management
Course and obtained a Certificate in Business Management in 2006.
In recognition of his services to humanity and the Roman Catholic church, Pope John Paul II in 2003
bestowed on him a Knighthood of the Order of St. Gregory the Great (KSGG), an award which earned
him the title ‘‘Sir’’. In addition to receiving a KSGG from Pope John Paul II in 2003, he has also received
numerous other awards including Paul Harris Fellow of Rotary International for Philanthropy,
Distinguished Alumnus Award and Doctor of Sciences (D.Sc. Honoris Causa) by the University of
Calabar, Nigeria (2001), Doctor of Business Administration (DBA Honoris Causa) for entrepreneurship,
Anambra State University, Nigeria (2006), Life Member National Association of Resident Doctors of
Nigeria which he led in 1994/95 and Platinum Award of the West African College of Surgeons for Support
of Medical Research and Training. In 2012, the President of Nigeria conferred on him National Honours as
an Officer of the Federal Republic (‘‘OFR’’).

Executive Directors
(a) Ojunekwu Augustine (Austin) Avuru (Chief Executive Officer) (55 years old)
Austin Avuru, a co-founder of SEPLAT, was appointed Chief Executive Officer on 1 May 2010. He
obtained a Geology degree from the University of Nigeria, Nsukka in 1980 and a post-graduate
diploma in Petroleum Engineering from the University of Ibadan, Nigeria in 1992.
Prior to joining SEPLAT, Mr. Avuru spent twelve years at NNPC beginning in 1980, where he held
various positions including wellsite geologist, production seismologist and reservoir engineer. In 1992,
he joined Allied Energy Resources in Nigeria, a pioneer deepwater operator, where he worked for the
next ten years as exploration manager and technical manager. In 2002, Mr. Avuru established
Platform Petroleum Limited and held the role of managing director until 2010, when he left to take up
the CEO position at SEPLAT. He is also a director of MPI, which is listed on NYSE Euronext Paris.
Mr. Avuru has served the oil and gas industry in various capacities including his work as the technical
co-ordinator for the review of the industry’s memorandum of understanding, membership of the
ministerial committee on the restructuring of the DPR and his role as a consultant to the Senate
committee on petroleum resources between 2000 and 2003. He also chaired the technical sub-
committee that drafted the policy blueprint that formed the basis of the Nigerian Content Act of 2010.
(b) William Stuart Connal (Chief Operating Officer) (57 years old)
Mr. Connal was appointed Chief Operating Officer in August 2010 and as an Executive Director of
the Company in March 2013. He is a chartered engineer with over 30 years’ experience in major oil
and gas companies in the United Kingdom and Nigeria. Prior to joining SEPLAT, he spent 10 years at
Centrica Energy where he held various positions including project manager for a number of offshore
gas field developments and the Langeled gas receiving and conditioning terminal, for pipeline gas
from Norway to the UK. In 2006, he was one of the founders of Centrica Resources’ first ever
international office in Nigeria where he held the position of managing director of Centrica Resources
Nigeria for four years between 2006 and 2010 and was a member of Centrica Energy’s upstream
leadership team in London.
Prior to joining Centrica, from 1980 to 2006, Mr. Connal held a number of senior positions including
engineering and construction manager for the Deutag Drilling Group in Norway, working on new
field developments for Norsk Hydro, Statoil and Esso Norge. Prior to this, he worked with Shell on
the implementation of the long-term field development strategy for the Brent field. His early
engineering experience was gained working with some of the major engineering companies including
Aker, Kvaerner, Amec, Brown and Root and McDermott.
Mr. Connal graduated from Glasgow College of Technology (now Glasgow Caledonian University)
with an HNC in Civil/Structural Engineering in 1978. He became a chartered engineer of the
Institution of Marine Engineers and the Institution of Structural Engineers in 1995 and 1996
respectively.

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(c) Roger Thompson Brown (Chief Financial Officer) (44 years old)
Mr. Brown joined SEPLAT on 22 July 2013 as the Chief Financial Officer and as an Executive
Director.
Mr. Brown has over eighteen years’ experience in the energy industry primarily focused on emerging
markets with extensive experience in structuring transactions on the African continent. Prior to joining
the Company he held the position of managing director of Oil and Gas EMEA for Standard Bank
Group.
During his time at Standard Bank he originated and closed a number of large transactions in the
emerging markets working across the entire oil value chain from upstream oil companies to
midstream infrastructure and downstream refining and distribution. His client base was made up of
national oil companies, super majors, independents, indigenous oil companies and trading companies.
In particular he was heavily focused on the Nigerian oil sector where under his leadership the bank led
and completed over US$1 billion of investment in the acquisition of on-shore oil blocks from the
super majors, in particular Shell.
Between 2001 and 2005, he was also a director of the power, infrastructure and utilities teams at
Standard Bank.
Prior to joining Standard Bank, Mr. Brown held positions in the corporate finance and business
assurance departments of PricewaterhouseCoopers, focusing on providing advice to governments and
private sector developers in the UK and the Middle East.
Mr. Brown graduated from the University of Dundee with a B.Sc. in Finance in 1992 and an M.Sc. in
Finance from the University of Ulster in 1993. He is also a qualified Chartered Accountant with the
Institute of Chartered Accountants in Scotland.

Non-Executive Directors
(a) Michel Hochard (Non-Executive Director) (64 years old)
M. Hochard was appointed as a Non-Executive Director on 14 December 2009 as a nominee of MPI.
M. Hochard is the chief executive officer of MPI and has held the position of administrative and
finance manager of Etablissements Maurel et Prom since September 2007. He is a chartered
accountant whose experience includes serving as the internal auditor for the Department of Finance
of ELF Aquitaine; head of the finance division for Africa and the Middle East; and director of finance
of the SNEAP, then of ELF Aquitaine production. He was also appointed a director of operations at
PricewaterhouseCoopers.
M. Hochard was a member of the management committee of GEOS, a leading international provider
of risk prevention and management in Europe.
M. Hochard graduated from the Commercial Institute of Nancy, France with an ICN Diploma in
1977. In 1985, he graduated as a certified public accountant.
(b) Macaulay Agbada Ofurhie (Non-Executive Director) (68 years old)
Chief Ofurhie was appointed as a Non-Executive Director on 14 December 2009 as a nominee of
Shebah. He has worked in the oil and gas industry for over three decades and retired after 34 years of
an extensive career at NNPC and the DPR where he served in various executive positions.
During his time at NNPC, Chief Ofurhie was the managing director of NPDC and NGC, both
subsidiaries of NNPC. Prior to his retirement, he held the position of director at the DPR.
Chief Ofurhie graduated with a B.Sc. in geology in 1971 from the University of Ibadan, Nigeria and in
1973 he obtained a diploma in petroleum technology from the Centre Formation Boussens in France.

Senior Independent Non-Executive Director

Michael Richard Alexander (Senior Independent Non-Executive Director) (66 years old)
Mr. Alexander was appointed as Senior Independent Non-Executive Director on 1 June 2013.

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He currently holds a number of senior board positions including the position of independent non-executive
director at the Payments Council Limited and senior board advisor at EGS Limited. He is also a member
of the European Advisory Board of Landis & Gyr Limited.
From 2007 until 31 March 2014, Mr. Alexander served on the board of directors of Costain Plc, where he
held the position of independent non-executive director and chairman of the remuneration committee. He
also served as a non-executive independent director of The Energy Savings Trust Ltd and Associated
British Foods Plc and as senior independent non-executive director and chairman of the remuneration
committee at Russian Platinum Plc. Mr. Alexander’s previous chairmanships include executive chairman of
ATOC Ltd and non-executive chairman at TGE AG, GT Solar Limited and Goldfish Bank Limited.
He held the position of chief executive officer of British Energy Group Plc between 2003 and 2005 and
executive director of Centrica Plc prior to that, having held a number of senior positions within British
Gas Plc including managing director of British Gas Trading and commercial director of British Gas
Exploration & Production. Before joining British Gas Plc in 1991, he spent 25 years at BP Plc in various
roles.
He also served as a non-executive independent director of The Energy Savings Trust Ltd and Associated
British Foods Plc, while his previous chairmanships include executive chairman of ATOC Ltd and
non-executive chairman at TGE AG, GT Solar Limited and Goldfish Bank Limited.
Mr. Alexander graduated from the University of Manchester, UK, with a B.Sc. in Chemical Engineering in
1969 and an M.Sc. in Computer Control of Process Plants in 1970. In the UK, he is a fellow of the
Institution of Engineering and Technology, the Institution of Chemical Engineers, the Institution of Gas
Engineers and Managers and the Institute of Directors.

Independent Non-Executive Directors

(a) Lord Mark Malloch-Brown (Independent Non-Executive Director) (60 years old)
Lord Malloch-Brown was appointed as an Independent Non-Executive Director on 19 February 2014.
Lord Malloch-Brown served as a minister of the UK government under Prime Minister Gordon
Brown from 2007 to 2009 where he had particular responsibility for strengthening relationships with
Africa and Asia. He served as the Chief of Staff of the United Nations and then as the Deputy
Secretary General under Kofi Annan from 2005 to 2006. During the six years prior to that, he was an
administrator of the United Nations Development Programme. Between 1994 and 1999, he was
Vice-President for External Affairs at the World Bank and, during the early years of his career, he
worked as a journalist for The Economist. Lord Malloch-Brown joined FTI Consulting in September
2010 and currently serves in the role of chairman of EMEA.
Lord Malloch-Brown is chair of the Royal Africa Society and sits on a number of non-profit and
advisory boards, including the International Crisis Group and the Open Society Foundation. His
Honours include being made a Life Peer and Privy Counsellor when he joined the UK Cabinet in
2007. He is a member of the House of Lords and was knighted by Queen Elizabeth II for his
international service in January 2007. Lord Malloch-Brown has honorary degrees from Michigan State
University, Pace University and Walden University in the United States and the Catholic University in
Lima, Peru and he is an Honorary Fellow of Magdalene College, Cambridge.
Lord Malloch-Brown graduated in 1975 with a B.A. and a subsequent M.A. in history from
Magdalene College, Cambridge University. He also holds an M.A. in political science from the
University of Michigan, USA, which he received in 1977.
(b) Dr. Charles Okeahalam (Independent Non-Executive Director) (51 years old)
Dr. Charles Okeahalam was appointed as an Independent Non-Executive Director on 22 March 2013.
Dr. Okeahalam is the co-founder of AGH Capital Group, a private equity and diversified investment
holding company based in Johannesburg, with assets in several African countries.
He has significant expertise and strategic and operational experience in a number of areas of banking,
central banking, development finance and financial sector reform.
Dr. Okeahalam has extensive board experience. Previous board appointments include Cadiz Holdings
(1999 - 2001), ABSA Corporate and Merchant Bank (2001 - 2006), the Bond Exchange of South
Africa (2003 - 2009), Sun International South Africa (2003 - 2005), National Discount House,

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 Zimbabwe (2001 - 2004), and South African Airways, where he was the chairman of the audit
committee and chairman of the investment committee (2003 - 2006). In 2004, he served as the project
director for a major review of the operations of the African Development Bank. From 2006 to 2007,
he served as chairman of the steering committee establishing the Pan-African Infrastructure
Development Bank. His other roles include advising a number of African central banks and
government ministries, the World Bank and the United Nations. Dr. Okeahalam has recently
completed a two-year term as the non-executive chairman of Société Générale Bank Nigeria (now
called Heritage Bank). Dr. Okeahalam has previously served as a member of the council of the
University of Cape Town and the governing council of the United Nations Institute for Development,
Economics and Planning in Dakar, Senegal. He was awarded a senior fellowship of the Bank of
England in 2000 and a future leader fellowship of the United Nations Leadership Academy in 1997.
Prior to co-founding AGH Capital Group in 2002, he was a Professor of Financial Economics and
Banking at the University of the Witwatersrand in Johannesburg. He obtained a PhD in Econometrics
from the University of London in 1991 and a higher doctorate (D.Sc. in Financial Economics) from
the University of Exeter in 2010 for contributions to banking and finance in Africa. His qualifications
also include an M.Sc. in International Shipping from the Plymouth Polytechnic/University of
Plymouth in 1986, an M.A. in Manpower Studies from the Polytechnic of Central London/University
of Westminster in 1985 and a Higher National Diploma in Business and Finance from Hammersmith
and West London College in 1984.
(c) Basil Omiyi (Independent Non-Executive Director) (68 years old)
Mr. Omiyi was appointed as an Independent Non Executive Director on 22 March 2013.
He has held the position of chairman and managing director of Michael-Philips Nigeria Limited since
2011. Most of his career was at Royal Dutch Shell where he spend 40 years in various roles both in
Nigeria and Europe, including Head of Production Technology, Chief Petroleum Engineer, managing
director of Shell Petroleum Development Company of Nigeria Limited, and ultimately country
chairman of Shell Companies, Nigeria.
Mr. Omiyi has held a number of board memberships and senior advisory positions including as
chairman of Greenacres Energy Limited, chairman of the Nigerian Upstream Industry Group, board
member of the Nigerian Business Group of New Partnership for Africa’s Development (NEPAD),
board member of the Nigerian Extractive Industry Transparency Initiative (NEITI), chairman of the
Oil and Gas Commission of the Nigerian Economic Summit Group (NESG), and member of the
Presidential Advisory Council, amongst others.
In 2011, Mr. Omiyi was awarded the National Honour of Commander of the Order of the Niger by
the President of Nigeria for pioneering Nigerian leadership in the oil and gas sector.
Mr. Omiyi graduated with a B.Sc. in Chemistry in 1969 and a post-graduate diploma in Petroleum
Technology in 1970 from the University of Ibadan.
(d) Mrs. Ifueko M. Omoigui-Okauru (Independent Non-Executive Director) (51 years old)
Mrs. Ifueko M. Omoigui-Okauru was appointed as an Independent Non-Executive Director on
22 March 2013. She is a Fellow of the Institute of Chartered Accountants of Nigeria (FCA), 2001 and
a Fellow of the Chartered Institute of Taxation of Nigeria (FCTI), 2007, having been awarded a
Master of Science, Management Science from Imperial College, University of London in 1986 and a
Bachelor of Science (First Class), Accounting from the University of Lagos in 1983.
Mrs. Omoigui-Okauru is the managing partner of Compliance Professionals Plc., a management
consulting firm; non-executive director on the boards of ReStraL Ltd (which she founded in 1996) and
Nigerian Breweries Plc.; independent non-executive director on the boards of Diamond Bank Plc. and
Central Securities Clearing System Plc.; a member of the Executive Council of Women in
Management, Business and Public Service (WIMBIZ), a non-governmental organisation; and a
founding member of the Board of Trustees of DAGOMO Foundation Nigeria, a family-based
non-governmental organisation geared to community development.
Between 2009 and 2013, Mrs. Omoigui-Okauru served as a part-time member of the United Nations
Committee of Experts on International Cooperation in Tax Matters. Between 2004 and 2012,
Mrs. Omoigui-Okauru held several positions within the Nigerian Federal Inland Revenue Service,
including appointments as the first female Executive Chairman of the Federal Inland Revenue Service
of Nigeria, the first female Chairman of the Joint Tax Board, and member of the Nigerian President’s

99
 Economic Management Team charged with responsibility for tax reform in Nigeria. Before that she
was Chief Responsibility Officer of ReStraL Ltd (1996 - 2004) and left the services of Arthur
Andersen & Co. in 1996 as National Partner of the firm’s strategy practice after having spent twelve
years in the firm.
Mrs. Omoigui-Okauru has won numerous awards in Nigeria, including recognition as a Member of
the Order of the Niger (2000), a Global Leader for Tomorrow by the World Economic Forum, Davos,
Switzerland (2000) and a Member of the Nigerian Federal Republic (MFR) (2006).

Senior Management Team

Senior management is responsible for the day to day running of the business and the implementation of
the Board’s strategies and policies. The senior management includes the following:

Name Position

Leadership Team
Ojunekwu Augustine (Austin) Avuru . . . . . . . . . . Chief Executive Officer
William Stuart Connal . . . . . . . . . . . . . . . . . . . . Chief Operating Officer
Roger Thompson Brown . . . . . . . . . . . . . . . . . . . Chief Financial Officer
N. Edward Skene . . . . . . . . . . . . . . . . . . . . . . . . Vice-President, Finance and Business Support
Dr. Chioma Nwachuku . . . . . . . . . . . . . . . . . . . . General Manager, Corporate Affairs and New
Business Development
Isaiah Adesola Odeleye . . . . . . . . . . . . . . . . . . . . Company Secretary and General Manager, Legal
Bryte Oghenovo Oghor . . . . . . . . . . . . . . . . . . . . General Manager, Health, Safety, Security,
Environment and Community Relations—HSSE &
CR
Moses Johnson Onuwe . . . . . . . . . . . . . . . . . . . . General Manager, Corporate Services
Extended Management Team
Mason Oghenejobo . . . . . . . . . . . . . . . . . . . . . . . Strategy and Portfolio Adviser
Fidelis Onichabor . . . . . . . . . . . . . . . . . . . . . . . . Technical Manager
Faustinus Alakwe . . . . . . . . . . . . . . . . . . . . . . . . Operations Manager
Ganiyu Bolaji . . . . . . . . . . . . . . . . . . . . . . . . . . . Production and Field Operations Manager
Yusuf Audu . . . . . . . . . . . . . . . . . . . . . . . . . . . . Head of Department, Drilling and Completion
Charles Akhigbe . . . . . . . . . . . . . . . . . . . . . . . . . Capital Project Performance and Compliance
Manager
Olubusola Ogunbanwo . . . . . . . . . . . . . . . . . . . . Head of Asset Development
Okechukwu Mba . . . . . . . . . . . . . . . . . . . . . . . . Commercial and Tax Manager
Taiye Eyewuoma . . . . . . . . . . . . . . . . . . . . . . . . . Chief Accountant
Joe Ebinum . . . . . . . . . . . . . . . . . . . . . . . . . . . . Treasury and Insurance Manager
Kikelomo Asuelime . . . . . . . . . . . . . . . . . . . . . . Business Control Manager
Afolabi Foloruso Abiodun . . . . . . . . . . . . . . . . . . Principal Production Technologist
Jonah Amedu . . . . . . . . . . . . . . . . . . . . . . . . . . . Principal Reservoir Engineer and Head of
Petroleum Engineering

Senior Management Profiles

Leadership Team (non-Board)
The profiles of Messrs. Avuru, Connal and Brown are set out above under ‘‘Director Profiles.’’
(a) N. Edward Skene (Vice-President, Finance and Business Support) (57 years old)
Mr. Skene joined SEPLAT from Addax Petroleum Development (Nigeria) Limited (‘‘Addax’’) in
March 2010.
He has over 30 years of experience working in the oil and gas industry in exploration and production,
as well as in the service sector. He has a global range of experience gained from working in Europe,
Africa and the Middle East.
Mr. Skene’s career began with Schlumberger (Dowell and Sedco Forex). He has held key positions in
other organisations, such as general manager of business services at Addax from 2006 to 2009 and

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 chief financial officer at Willbros Nigeria Limited from 2005 to 2006. He has also previously held the
role of finance and administration manager (Eastern Hemisphere) for Dril-Quip (Europe) Limited
from 1987 to 2005, based in the UK, where he we was appointed as a director for Dril-Quip Nigeria
and Angola.
Mr. Skene obtained an M.A. in Accountancy and Political Economy from the University of Aberdeen
in 1978.
(b) Moses Johnson Onuwe (General Manager, Corporate Services) (44 years old)
Mr. Onuwe joined SEPLAT in 2010 from Coca-Cola Hellenic Bottling Company Nigeria, where he
held the position of head of human resources for the commercial division.
Mr. Onuwe has over 16 years of experience in human resources management within major
multinational corporations, based in Nigeria and abroad. He began his career with Intecon
Engineering Services Nigeria, as human resources/administrative officer. He has also held positions at
Procter & Gamble as assistant human resources manager from 1996 to 1999, at British American
Tobacco Company as human resources manager for Nigeria and with Renaissance Capital as director
of human resources for Africa from 2007 to 2008.
Mr. Onuwe obtained a B.A. degree from the Obafemi Awolowo University, Ile-Ife in 1995 and
completed an Executive MBA in Leadership Development at Harvard Business School in 2012.
(c) Bryte Oghenovo Oghor (General Manager, Health, Safety, Security, Environment and Community
Relations—HSSE & CR) (59 years old)
Mr. Oghor joined SEPLAT from Addax where he held the position of general manager of health,
safety and environment from 2005 to 2010. Mr. Oghor has over 30 years of experience in both the
downstream and upstream sectors of the oil and gas industry. He worked in NNPC Kaduna Refinery
and Petrochemicals Complex from 1983 to 1989, Ashland Oil (Nigeria) Company Limited from 1989
to 1998 and Addax from 1998 to 2010.
He has held various positions within the oil and gas industry’s cooperatives in Nigeria, which include
the chairmanship of the DPR search and rescue committee and serving on the board of directors of
Clean Nigeria Associates Ltd., a not-for-profit second-tier oil spill response co-operative formed by
some of the key oil producers in Nigeria. He is a fellow of the Nigeria Environmental Society.
Mr. Oghor obtained a B.Sc. (Hons.) degree in Biochemistry from the University of Benin, Nigeria in
1979 and an M.Sc. degree in Petrochemicals and Hydrocarbon Chemistry from the University of
Manchester, Institute of Science and Technology, UK in 1982.
(d) Dr. Chioma Nwachuku (General Manager, Corporate Affairs and New Business Development) (50 years
old)
Dr. Nwachuku joined SEPLAT from Zain Telecommunications Group, based in Bahrain, where she
worked from 2008 to 2010 in the Corporate Communications and Human Resources Management
divisions responsible for implementing key company policies and projects across the company’s
24 countries of operation.
She began her career as a lecturer at Lagos State University and the University of Lagos.
Dr. Nwachuku left this career for the banking sector, holding positions in corporate affairs and
communications, product and service development and human resources management. During her
banking career she worked for Diamond Bank from 1998 to 2001, Continental Trust Bank Ltd from
2001 to 2003 and MBC International Bank Ltd from 2003 to 2006, along with various roles at Zain
Telecommunications Nigeria and Zain Telecommunications Group from 2006 to 2010.
Dr. Nwachuku holds a doctorate, received in 1991, and an M.A. degree in Communications Arts,
received in 1987, both from the University of Ibadan, and also a B.A. degree from the University of
Ife (now Obafemi Awolowo University), received in 1985. She is an alumna of Harvard Business
School where she completed the General Management Programme in 2012.
(e) Isaiah Adesola Odeleye (Company Secretary and General Manager, Legal) (63 years old)
Mr. Odeleye was called to the Nigerian Bar in 1980 and began his legal career with the Lagos State
Ministry of Justice, working within the Civil Litigation Division. He held various positions at SPDC
from 1984 to 2004, including as legal adviser in the western division of SPDC and also as legal

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 manager and company secretary of SPDC. As senior partner of the law firm T.J. Onomigbo Okpoko
and Company (now Thompson, Okpoko and Partners) from 2005 to 2011, Mr. Odeleye worked on
commercial natural resource matters including energy and oil and gas.
He has over 30 years of experience as a legal practitioner and over 20 years of experience in the oil
and gas industry. This experience includes advising on joint ventures, dispute resolution, compliance,
oil and gas agreements, legal due diligence, acquisitions, corporate management and commercial
negotiations.
Mr. Odeleye graduated in 1979 with a Bachelor of Laws degree from the University of Lagos, Nigeria.
He also obtained a Master of Laws in 1983 from the University of Ife (now Obafemi Awolowo
University).

Extended Management Team

(a) Mason Oghenejobo (Strategy and Portfolio Adviser) (61 years old)
Dr. Oghenejobo joined SEPLAT in June 2012 as Strategy and Portfolio Adviser following 32 years
with SPDC in Nigeria and Shell International in The Netherlands, where he held various positions
including General Manager, Commercial; Area Manager, Land-East and General Manager, Non
Operated Ventures and Portfolio. Prior to joining Shell, he worked for approximately 2 years with
Schlumberger in Nigeria and overseas, including time working in Algeria and Libya.
Dr. Oghenejobo graduated from the University of Ibadan with a Bachelor of Science degree in
Petroleum Engineering in 1977. He also obtained a Masters degree in Business Administration
(MBA) from Webster University in Leiden, Netherlands in 1987 and a Doctorate in Strategic
Leadership (DSL) in 2011 from Regent University, Virginia Beach, USA.
(b) Fidelis Onichabor (Technical Manager) (57 years old)
Mr. Onichabor joined SEPLAT in 2010 as the Head of Asset Development and additionally assumed
the responsibility for the Drilling and Completions group under the title of Technical Manager in July
2012.
He began his career at SPDC where he spent over 27 years in various technical leadership positions
both in Nigeria and in Shell Sarawak Berhad, Malaysia.
In 2008, Mr. Onichabor left Shell to join Sahara Energy Field Limited (‘‘Sahara’’) as General
Manager of Exploration. He left Sahara in 2010 to join the Company.
Mr. Onichabor graduated with a Bachelor of Science degree in Geology from the University of
Ibadan, Nigeria in 1979.
(c) Faustinus Alakwe (Operations Manager) (41 years old)
Mr. Alakwe joined SEPLAT in March 2011 as Transition Manager and later Head of Production
Operations from Shebah Petroleum Development Company Limited where he has been a director
since 2007 and also held the positions of chief operating officer from 2007 to 2009 and acting
managing director from 2009 to 2010. His previous experience includes working for SEPCOL as Asset
Manager between 2004 and 2007. Prior to that, he worked with Abbeycourt Energy, Berwick Nigeria
Limited and Schlumberger Nigeria Limited between 1993 and 2000.
Mr. Alakwe obtained a Bachelor of Engineering in Electronic Engineering from the University of
Nigeria, Nsukka in 1992 and a Post Graduate Diploma in Petroleum Technology from the University
of Port Harcourt in 1999. He is an alumnus of JMW UK’s Leader of the Future Programme and
completed the General Management Programme at Harvard Business School in 2013.
(d) Ganiyu Bolaji (Production and Field Operations Manager) (53 years old)
Mr. Bolaji joined SEPLAT in July 2010 as Production Manager from SPDC where he held the
position of Production Superintendent from 2008 to 2010. He also held the role of Head of
Maintenance, Northern Swamp District at SPDC from 2006 to 2008.
Mr. Bolaji holds a Bachelor of Science degree in Electrical Engineering which he obtained in 1984
from the University of Lagos.

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(e) Yusuf Audu (Head of Department, Drilling and Completions) (43 years old)
Mr. Audu joined SEPLAT in February 2011 as Head of Department, Drilling and Completions from
SPDC where he held the positions of Wells, Contract and Procurement Manager and Rigs Category
Manager since 2009.
His previous experience includes working for Shell Asia as Offshore Installation Manager from 2006
to 2009.
Mr. Audu graduated from Ahmadu Bello University Zaria with a Bachelor of Engineering (Chemical
Engineering) in 1992 and a Master of Science in Chemical Engineering in 1996.
(f) Charles Akhigbe (Capital Project Performance and Compliance Manager) (45 years old)
Mr. Akhigbe joined SEPLAT in 2010 as Head of Operation Support from CNL where he held the
position Senior Deep Water Drilling Advisor from 2009 to 2010. He has held the role of Capital
Project Performance and Compliance Manager since 2012. His other previous experience includes
working for SPDC as Senior Well Engineer, Drilling, Fluids and Field Logistics from 2003 to 2009 and
for Baroid-Halliburton of Nigeria Limited as Field Operations Engineer and Business Development
and Operations Coordinator from 1996 to 2001 and as Service Coordinator from 2001 to 2003.
Mr. Akhigbe graduated in 1994 with a B.Eng (Hons) in Mechanical and Production Engineering from
the Tafawa Balewa University of Technology, Bauchi. He also obtained an Executive MBA from the
Canadian Management Institute in Toronto, Canada in 2012.
(g) Olubusola Ogunbanwo (Head of Asset Development) (53 years old)
Mr. Ogunbanwo joined SEPLAT in December 2010 as Deputy Head of Asset Development and was
appointed Head of Asset Development on 2 July 2012. He previously spent 20 years with Shell
International E&P where he had held the positions of Principal Reservoir Engineer and Production
Forecasting Lead for the Africa region since 2008. His experience in Shell includes assignments in
Nigeria, The Netherlands, Oman and the United States of America as Senior Reservoir Engineer and
Project Manager from 1990 to 2008. Prior to joining Shell, he worked for Nigerian Breweries Plc in
1987 as a Mechanical Engineer and rose to the position of Technical Purchasing Manager in 1990.
Mr. Ogunbanwo graduated from the University of Lagos with a B.Sc. in Mechanical Engineering in
1987 and received an MBA from the University of Benin in 1998.
(h) Okechukwu Mba (Commercial and Tax Manager) (38 years old)
Mr. Mba joined SEPLAT in 2010 as Commercial and Tax Manager from BG E&P Nigeria Limited
where he held the positions of Internal Controls Manager from 2006 to 2008 and Planning and Budget
Manager from 2008 to 2010. His other previous experience includes working for ExxonMobil Nigeria
as a Senior Accounting Analyst from 2002 to 2006 and Arthur Andersen from 1999 to 2002.
Mr. Mba graduated with a B.Sc. in Accounting from the Imo State University, Owerri, Nigeria in
1998. He is also a Fellow of the Institute of Chartered Accountants, Nigeria and an Associate of the
Chartered Institute of Taxation, Nigeria.
(i) Taiye Eyewuoma (Chief Accountant) (43 years old)
Mr. Eyewuoma joined SEPLAT in December 2010 as Chief Accountant from BG Exploration and
Production Nigeria Limited where he held the positions of Chief Accountant and Lead Accountant
from 2008 to 2010. His previous experience includes working for Schlumberger Nigeria Limited as
Operations Controller, Management Accountant, Assistant Treasury Manager and Subsystems
Accountant from 1996 to 2008.
Mr. Eyewuoma holds a Bachelor’s degree in Accounting from the Edo State University, graduating in
1995. He is also a Fellow of the Institute of Chartered Accountants of Nigeria.
(j) Joseph Ebinum (Treasury and Insurance Manager) (59 years old)
Mr. Ebinum joined SEPLAT in July 2010 as Treasury and Insurance Manager, having performed a
similar role with Shebah Exploration and Production Company Limited in Nigeria between 2004 and
2010. Prior to joining Shebah Exploration and Production Company Limited, Mr. Ebinum worked as
the Group General Manager of Fymak Marine Services Limited in Nigeria between 2000 and 2004,
having joined them from the Oil Mineral Producing Areas Development Commission of Nigeria

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 (OMPADEC), where he spent two years from 1998 to 2000, following six years at Mars Home
Savings & Loans Limited in Nigeria from 1992 to 1998. From 1987 to 1989, Mr. Ebinum worked as a
Senior Consultant at Coopers & Lybrand in Nigeria and from 1980 to 1986 he was the Chief
Accountant at Dumex Industrial Limited.
Mr. Ebinum is a Fellow of the Chartered Institute of Certified Accountants in the United Kingdom
and a Fellow of The Institute of Chartered Accountants of Nigeria, having graduated from the
Aberdeen College of Commerce in 1976 and Norwich City College in 1979. He obtained an MBA in
Financial Management from the University of Lagos in 2006.
(k) Kikelomo Asuelime (Business Control Manager) (41 years old)
Ms. Asuelime joined SEPLAT in April 2012 in the role of Business Control Manager from Sahara
Group Limited where she had held the position of Business Controller since 2009. Her previous
experience includes working for Aerocontractors Company of Nigeria as Head of Finance from 2007
to 2009 as well as over 11 years’ experience with PricewaterhouseCoopers (PwC) where she worked
from 1996 to 2007, including in a manager’s role for two years with PwC in London. Her final role at
PwC was as a Senior Manager in the Energy and Mining Service Department.
Ms. Asuelime graduated in 1995 with a B.Sc. in Mathematics/Statistics from the University of Lagos
and is an associate of The Institute of Chartered Accountants of Nigeria.
(l) Afolabi Foloruso Abiodun (Principal Production Technologist) (45 years old)
Mr. Abiodun joined SEPLAT in June 2012 in the role of Principal Production Technologist. His
previous experience includes working for SPDC, where he held the positions of Production
Technologist and Senior Production Technologist from 2003 to 2012. He also worked for BJ Pumping
Company Nigeria Limited as District Engineer from 1994 to 2003. He graduated in 1992 with a B.Sc.
(Hons) in Chemical Engineering from Obafemi Awolowo University.
(m) Jonah Amedu (Principal Reservoir Engineer and Head of Petroleum Engineering) (52 years old)
Mr. Amedu joined SEPLAT in March 2011 in the role of Principal Reservoir Engineer. His previous
experience includes working for Canadian Natural Resources International (UK) Ltd in Aberdeen
where he held the position of Senior Exploitation Engineer from 2006 to 2011. He also worked as a
Senior Reservoir Engineer for both Petroleum Development in Oman from 2003 to 2006 and
ConocoPhillips Inc. in Houston from 2001 to 2002.
Mr. Amedu holds both a B.Sc. and M.Sc. in Petroleum Engineering from the University of Ibadan,
Nigeria from which he graduated in 1988 and 1993 respectively.

Corporate Governance
Overview
The Board is committed to high standards of corporate governance. On and following Admission, the
Board will comply with the requirements of the Nigerian Code of Corporate Governance and CAMA.
The Company intends to observe the requirements of the UK Corporate Governance Code as applicable
to a company outside of the FTSE-350, save as set out below. Compliance with the UK Corporate
Governance Code is being undertaken on a voluntary basis. As at the date of this Prospectus, the Company
is, and as at the date of Admission will be, in compliance with the UK Corporate Governance Code with
the exception of the following:
• The Chairman, upon appointment, did not meet the independence criteria set out in the UK
Corporate Governance Code, in particular as he is, through Shebah, a substantial shareholder in the
Company (UK Corporate Governance Code provision A.3.1);
• The Executive Directors or any director appointed by any of the Founders will not be subject to
retirement by rotation or taken into account in determining the number of directors to retire each
year (UK Corporate Governance Code provision B.7.1);
• Remuneration for certain Non-Executive Directors may include performance-related elements (UK
Corporate Governance Code provision D.1.3); and
• Certain Executive Directors’ service contracts may include an initial fixed term of more than one year
(UK Corporate Governance Code provision D.1.5).

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In addition, the Board has decided to adopt the Model Code for directors’ dealings contained in the
Listing Rules. The Board will be responsible for taking appropriate steps to ensure compliance with the
Model Code by the Directors. Compliance with the Model Code is being undertaken on a voluntary basis
and the FCA will not have the authority to monitor the Company’s voluntary compliance with the Model
Code or to impose sanctions in respect of any breaches.
Consistent with the rules applicable to companies with a Standard Listing, unless required by law or other
regulatory process, shareholder approval is not required for the Company to complete an acquisition of or
a disposal of assets or shares. The Company will obtain the approval of the Board before entering into any
such transaction.
In accordance with the Codes, the Board has established guidelines requiring specific matters to be subject
to decision by the full Board, including material acquisitions and disposals, investment and capital projects.
The Group has a technical operations committee and an establishment committee which oversees the
Group’s human capital development policy and the recruitment, promotion or disciplinary measures
affecting its senior staff and management.
In addition, the Board has established the following committees: Audit Committee, Finance Committee,
Nomination and Establishment Committee, Remuneration Committee, Risk Management and HSE
Committee and CSR Committee, with formally delegated duties and responsibilities within written terms
of reference. If the need should arise, the Board may set up additional committees as appropriate. The
Group has also adopted a code of business conduct and policies covering anti-corruption and bribery,
community relations, share dealing, whistleblowing, conflicts of interest and related party transactions and
electronic information and communications systems. The Group’s legal and compliance departments assist
the Board in monitoring the application of the Group’s Code of Business Conduct and other policies.
In addition, the Company recently appointed Gerald Rohan, on a consultancy basis, as a special adviser to
the Board to assist it in implementing and monitoring compliance with the Company’s corporate
governance policies. Mr. Rohan is a former director in the Energy, Utilities and Mining group of
PricewaterhouseCoopers in Moscow. He is a member of the International Corporate Governance Network
and is a visiting professor at Moscow State University Higher School of Business, lecturing on courses
including Business Ethics, Corporate Governance and Corporate Social Responsibility. He is co-author of
‘‘Business Ethics’’, a text for teaching business ethics published by the International Business Leaders
Forum in 2012. Mr. Rohan has been an independent director of a number of energy companies, holding
various roles, including chair of the audit and corporate governance committees.

Relationship Agreement
The Company has entered into a relationship agreement with the Founders to regulate their degree of
control over the Company. Please see Part XVII: ‘‘Additional Information’’, section 10.3 of this Prospectus
for further details.

Anti-Corruption
The Group has recently adopted an anti-corruption and bribery policy, details of which are set out in
Part VI: ‘‘Letter from the Chairman and Information on the Group’’, section 13 of this Prospectus.

Board Charter
The Board has formally adopted a board charter to assist directors in fulfilling their responsibilities. It
details the functions and responsibilities of the Board and the Board committees and the matters
specifically reserved for the Board. It covers the scope of the Board’s authority, strategy and management.
Other matters covered include the structure, capital and financial reporting and controls of the Group.

Audit Committee
The Audit Committee’s current members are Charles Okeahalam and Ifueko M. Omoigui-Okauru and
three representatives to be selected at a general meeting of shareholders. It is currently intended that an
additional member of the Board will be appointed to the Audit Committee at the next meeting of the
Board. Appointments to the Audit Committee shall be made by the Board, on the recommendation of the
Nomination and Establishment Committee. The Audit Committee is established in accordance with
Section 359(3) and (4) of CAMA. Under Nigerian law, the Audit Committee is required to be comprised
of not more than six members consisting of an equal number of representatives of shareholders and the

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Board. In accordance with CAMA at least half of the members are shareholder representatives and two of
the members are Independent Non-Executive Directors in line with the requirements of the Nigerian Code
of Corporate Governance and consistent with the UK Corporate Governance Code. The Audit Committee
meets at least four times a year at appropriate times in the reporting and audit cycle and senior
management, including the chief financial officer, may be invited to attend for all or part of the meetings.
The external auditors of the Company are invited to attend the meetings on a regular basis.
The purpose of the Audit Committee is to monitor the integrity of the financial statements of the Group
and any formal announcements relating to the Group’s financial performance, by reviewing significant
financial reports and the auditor’s report made pursuant to Section 359 of CAMA.

Finance Committee
The Finance Committee is chaired by Charles Okeahalam and its other current members are Michael
Alexander, Lord Mark Malloch-Brown and Ifueko M. Omoigui-Okauru. The Finance Committee was
established by the Board to assist it in overseeing financial strategy policy and treasury matters, and in
reviewing and approving major capital expenditures. It is required to be comprised of at least three
directors, two of whom shall be Independent Non-Executive Directors. The Finance Committee meets at
least four times a year at appropriate times in the reporting and audit cycle and otherwise as required. In
addition, the Finance Committee is responsible for overseeing and evaluating the Group’s corporate
governance policies, conflicts of interest and related-party transactions and compliance.

Nomination and Establishment Committee

The Nomination and Establishment Committee is chaired by A.B.C. Orjiako and its other current
members are Michael Alexander and Basil Omiyi. In accordance with the Nigerian Code of Corporate
Governance and the UK Corporate Governance Code, the majority of members of the Nomination and
Establishment Committee are Independent Non-Executive Directors. The Nomination and Establishment
Committee meets not less than twice per year and otherwise as may be necessary from time to time and
following any resignation or removal of a Director. Other Senior Management and external advisers may
be invited to attend meetings as the Nomination and Establishment Committee considers appropriate.
The Nomination and Establishment Committee has responsibility for considering the size, composition
and balance of the Board and its committees, retirement and appointment of additional and replacement
Directors and making appropriate recommendations to the Board. The purpose of the Nomination and
Establishment Committee is to advise the Board on its composition, evaluate the performance of directors
and make recommendations on succession planning and the addition or replacement of executive and
non-executive directors and the Chairman. It is required to regularly review the structure, size and
composition (including skills, knowledge, experience and diversity) of the Board, with particular regard to
the balance of executive and non-executive directors. The Nomination and Establishment Committee is
also responsible for preparing a description of the role and capabilities required for a particular
appointment and ascertaining whether nominees for the position of director are fit and proper and are not
disqualified from being directors including whether any real or potential conflict of interest would exist in
relation to a candidate’s appointment. In addition, the Nomination and Establishment Committee oversees
management’s implementation of human capital development policies and procedures and management’s
recommendations for the recruitment, promotion, training, development, succession planning or
disciplinary measures affecting the Chief Executive Officer, Executive Directors and general managers for
the Group. The Committee also oversees the implementation of the Company’s Code of Business Conduct
and is responsible for reporting lapses and recommending appropriate review to the Board from time to
time.

Remuneration Committee
The Remuneration Committee consists of three Non-Executive Directors, at least two of whom are
independent (including the chairman of the Remuneration Committee). The Remuneration Committee is
chaired by Michael Alexander and its other current members are Basil Omiyi and Charles Okeahalam. The
Chairman of the Board may attend meetings of the committee and will support the committee and provide
such information, advice and guidance as may from time to time be requested by the committee.
The Remuneration Committee is responsible for considering and ensuring that remuneration
arrangements for the Company’s chairman, executive directors and senior management support the

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strategic aims of the business and enable the recruitment, motivation and retention of relevant skilled
labour while satisfying the expectations of shareholders.
The Board is responsible for approval of the remuneration framework recommended by the Remuneration
Committee and agreeing the remuneration packages, through the Remuneration Committee.
An Executive Director of the Company is not permitted, under the terms of reference, to vote on his own
terms and conditions of remuneration, and will not be entitled to the sitting allowances and/or fees payable
to the Non-Executive Directors. Non-Executive Directors’ fees will be determined by the Board.

Risk Management and HSE Committee

The Risk Management and HSE Committee is chaired by Basil Omiyi and its other current members are
Ifueko M. Omoigui-Okauru, Austin Avuru, Macaulay Ofurhie and Stuart Connal, two of whom are
Independent Non-Executive Directors. The Chairman, the CEO, the CFO, the Executive Directors and
the head of the internal audit unit may attend the meetings of the Risk Management and HSE Committee.
Specialists with appropriate technical expertise may also be invited to attend meetings of the Risk
Management and HSE Committee. The Company’s CEO provides overall leadership for the Group’s risk
management framework, risk management function and risk governance policies.
The purpose of the Committee is to assist the Board in fulfilling its responsibilities with respect to
oversight and monitoring of the Company’s risk management framework, including the significant policies
and procedures used in managing credit, market, operational and health, safety and environmental risks.
The Risk Management and HSE Committee meets at least four times each year. In accordance with the
Nigerian Code of Corporate Governance, the Risk Management and HSE Committee assists the Board
and has oversight over the Company’s risk management framework, profile and the risk-reward strategy
determined by the Board. Its responsibilities also include evaluating the effectiveness of the Company’s
HSE policy and overseeing all health, safety and environmental issues.

CSR Committee
The CSR Committee is chaired by Lord Mark Malloch-Brown (Independent Non-Executive Director) and
its other current members are Ifueko Omoigui-Okauru (Independent Non-Executive Director) and
Macaulay Agbada Ofurhie (Non-Executive Director). Its responsibilities include advising the Board on
community and broader societal related matters, implementing the Company’s Community Relations
policy and assessing the Company’s performance with regard to the impact of CSR decisions upon
employees, communities and other third parties.

Dividend Policy
Since its formation the Company has substantially increased oil production and generated strong revenue
growth. The Board believes that this enables the Group to continue to fund its strategy of further growth as
well as pay dividends to shareholders.
The Company intends to establish a core ordinary dividend based on conservative assumptions regarding
production and long-term oil prices, which should allow the Company to progressively increase dividends,
in the absence of adverse macroeconomic conditions. In addition, the Company also intends to pay special
dividends when it considers these appropriate after taking into account the level of profits earned by the
Group in the period under review, the then-existing cash position of the Group and significant known or
expected funding commitments of the Group.
For the year ended 31 December 2013, the Company declared and paid a dividend of US$40 million, which
was paid in February 2014. The dividend was composed of:
• a core dividend of US$0.05 per Ordinary Share; and
• a special dividend of US$0.05 per Ordinary Share.
For the year ending 31 December 2014, the core dividend is expected to be not less than US$0.10 per
Ordinary Share, reflecting the strong growth and cash flow prospects of the Group. From the year ending
31 December 2014 onwards, the core dividend will comprise an interim dividend, expected to be paid in
November, and a final dividend, expected to be paid in June following approval by shareholders at the
annual general meeting. The Board may revise the Company’s dividend policy from time to time. Please
also see Part II: ‘‘Risk Factors’’, section 3.9 of this Prospectus.

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 PART VIII
REGULATORY AND LEGISLATIVE FRAMEWORK IN NIGERIA
The legal framework for the regulation of the oil industry in Nigeria is governed by many statutes and
subsidiary legislation. Nigeria’s current most specific petroleum legislation is the Petroleum Act (as
amended). The Petroleum Act and regulations made pursuant to this act have established the legal
framework for the regulation of the petroleum industry in Nigeria. Under the 1999 Constitution, as
amended, petroleum is under the exclusive legislative list and as such within the exclusive legislative
competence of the National Assembly. The Nigerian government legislates through laws passed by the
National Assembly. The various relevant acts as well as the pending bill relating to regulation of the
petroleum industry are summarised below.

1. CURRENT OIL INDUSTRY LEGISLATION

1.1 Oil Pipelines Act 1956, Cap 07, LFN 2004 (‘‘OPA’’)
OPA empowers the Minister of Petroleum Resources in Nigeria to grant permits to survey routes for oil
pipelines and licences in order to construct, operate and maintain pipelines. Each licence may only be
issued in respect of the construction, operation and maintenance of one pipeline. Any person may apply to
the Minister for the grant of a permit to survey, and the Minister may make the grant following the
payment of the required fees. A person who holds a permit to survey may thereafter apply for the grant of
an oil pipeline licence. An oil pipeline licence may be granted for a period not exceeding 20 years.
OPA provides that no person other than the holder of a licence shall construct, maintain or operate an oil
pipeline, and anyone who acts in contravention of this is guilty of an offence and liable to imprisonment or
a fine or both. The Minister may also require any person convicted of such an offence to remove the
pipeline in respect of which the offence was committed, and any ancillary installation, to the extent that the
Minister does not elect to purchase such pipeline, with the offender to ensure that any damage done to the
land by such removal is remediated.

1.2 Petroleum Act 1969, as amended, Cap P10, LFN 2004 (the ‘‘Petroleum Act’’)
The Petroleum Act covers the definition of petroleum, title to petroleum, licencing of upstream and
downstream operations and other issues relating to the Nigerian petroleum industry.
The Petroleum Act provides for the different licences and leases that must be obtained in order to carry
out petroleum operations in Nigeria, including oil exploration licences (‘‘OEL’’), oil prospecting licences
(‘‘OPL’’) and OMLs.
An OEL confers on the grantee the non-exclusive right to undertake petroleum exploration activities in
the specified OEL area. An OEL terminates on the 31 December following the date it was granted and
may be renewed for one year subject to the fulfillment of conditions imposed. It is granted for an initial
period of a maximum of one year, subject to renewal for another year. An OPL confers on the grantee the
exclusive right to prospect for, carry away and dispose of hydrocarbons in the specified OPL area. The
duration of an OPL is five years, inclusive of any period of renewal. An OML confers on the grantee the
exclusive right to search for, win, work, carry away and dispose of all petroleum in, under or throughout
the area covered by the OML. In essence, this translates as having the title to the oil or gas produced in the
concession or the proceeds thereof. An OML confers essentially the same rights as an OPL but the
duration of an OML is 20 years and may be renewed. The applicant for an OML must be a holder of an
OPL who has discovered crude oil in commercial quantity. Commercial quantity is deemed to have been
achieved if the OPL holder can satisfy the authorities that a production of 10,000 barrels per day of crude
oil can be obtained from the OPL area. The rights granted to the holder of an OPL or OML apply both to
crude oil as well as gas.
The act empowers the Minister with the right to exercise general supervision over all operations carried on
under licences and leases granted under the act. The Minister exercises these rights in conjunction with the
DPR. The DPR is charged with the responsibility of supervising, regulating and monitoring petroleum
activities in Nigeria through the enforcement of policies relating to all petroleum matters, licensing of all
petroleum operations, including issuance of permits, and setting standards and guidelines for safe, efficient
and effective control of such operations.

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In the event of a state of national emergency or war, the Minister shall have the right of pre-emption of all
petroleum and petroleum products obtained, marketed or otherwise dealt with under any licence or lease
granted under the Petroleum Act.
The Minister is empowered to revoke an OML where the lessee is controlled directly or indirectly by a
citizen of, or a company organised in, a country that does not permit Nigerians to acquire, hold or operate
petroleum concessions.
The Minister also has the power to revoke any OML where the lessee is not conducting operations:
• continuously;
• in accordance with the approved basic work programme or good oil field practices;
• where the lessee has failed to comply with the provisions of the Petroleum Act;
• where the lessee has failed to pay his royalties; or
• where the lessee has failed to furnish the Minister with the necessary reports of its operations.

1.3 Petroleum Technology Development Fund Act 1973, Cap P15, LFN 2004
This act established the Petroleum Technology Development Fund (‘‘PTDF’’), the objective of which is to
train Nigerian students, graduates, professionals, technicians and craftsmen in the fields of engineering,
geology, science and management in the petroleum sector in Nigeria or abroad. The fund is financed by
monies which accrue to the government from exploration works and production activities. In addition, oil
firms may voluntarily donate sums to the fund for the training and education of Nigerians in the sector as
directed by the Minister.
The fund is utilised for the following purposes:
• to provide scholarships in universities, colleges and institutions;
• to maintain, supplement or subsidise such training or education; and
• to finance the participation of Nigerians in seminars and conferences which are connected with the
petroleum industry in Nigeria or abroad.

1.4 Petroleum Equalisation Fund (Management Board, etc.) Act 1975, Cap P11, LFN 2004
This act established the Petroleum Equalisation Fund (the ‘‘PEF’’). The Fund is to be applied towards
reimbursement of petroleum marketing companies for losses suffered or additional expenses incurred (for
instance, additional transportation or energy costs) from the sale of petroleum products at uniform prices
thoughought Nigeria. The reimbursement is a form of subsidy provided for such petroleum marketing
companies, for selling the products at uniform prices fixed by the Minister. This legislation operates to
govern the downstream sector of the Nigerian petroleum industry, particularly oil marketing companies. In
summary, the act provides for bridging of the transportation cost of refined petroleum from the ports of
importation or refinery to place of sale so as to maintain uniform pricing of petroleum products across
Nigeria. Any net surplus revenue recovered from oil marketing companies pursuant to this act and such
sums as may be provided for that purpose by the Nigerian government are expected to be paid into the
Fund.
The secretary to the PEF Management Board may, with the approval of this Board, require any oil
marketing company to furnish such returns and keep such records and produce them for examination as
and when is deemed necessary. Failure to comply with this directive makes such oil marketing companies
liable for20JAN201405225537
a fine of 50,000.

1.5 Nigerian National Petroleum Corporation Act 1977, Cap N123, LFN 2004
The Nigerian National Petroleum Corporation Act established NNPC, which is authorised to engage in
commercial activities pertaining to the petroleum industry and also to enforce general control over the
sector. The Minister is the chairman of NNPC and charged with overseeing the affairs of NNPC.
The duties of NNPC include:
• Exploring and prospecting for, working, winning or otherwise acquiring, possessing and disposing of
petroleum;

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• Purchasing and marketing petroleum, its products and by-products; and
• Engaging in activities that enhance the petroleum industry in the overall interest of Nigeria.

1.6 Associated Gas Re-injection Act 1979, Cap A25, LFN 2004 (‘‘AGRA’’)
AGRA requires every company producing oil and gas in Nigeria to submit preliminary programmes for gas
re-injection and detailed plans for implementation of gas re-injection. The act addresses gas flaring
activities of oil and gas companies in Nigeria. It prohibits, without lawful permission, any oil and gas
company from flaring gas in Nigeria and stipulates the penalty for breach of permit conditions. This
includes the forfeiture of the concessions granted in the particular field or fields in relation to which the
offence was committed. Also, the Minister may order the withholding of all or part of any entitlements of
any offending person towards the cost of completion or implementation of a desirable re-injection scheme,
or the repair or restoration of any reservoir in the field.

1.7 Petroleum Products Pricing Regulatory Agency Act (Establishment) No. 8 (2003)
This act established the Petroleum Products Pricing Regulatory Agency (‘‘PPPRA’’), which is charged with
the primary responsibility of determining the pricing policy of petroleum products and regulating the
supply and distribution of these products for downstream oil firms. In addition, the PPPRA is expected to:
• moderate volatility in petroleum products pricing, while ensuring reasonable returns to operators;
• establish an information data bank through liaisons with all relevant agencies to facilitate informed
and realistic decisions on pricing policies; and
• prevent collusion and restrictive trade practices harmful to the sector.

1.8 Nigerian Gas Master Plan 2008

The GMP came into effect in 2008 as an aggregate policy framework that includes the Gas Infrastructure
Blueprint, Gas Pricing Policy and Domestic Gas Supply Obligation. Nigeria holds the seventh largest
natural gas reserves in the world and with the GMP, the Nigerian government aims to leverage this
resource base to meet the target of growing the economy at 10 per cent. per annum.
The GMP is expected to drive the monetisation of gas, in order to substantially reduce gas flaring, provide
a more efficient and cheaper source of fuel for power and industrial production, and provide an alternative
revenue source for the Nigerian government.
The main objectives of the GMP include:
• Developing and entrenching a sustainable commercial framework for the Nigerian domestic gas
market;
• Maximising the multiplier effect of gas in the domestic economy through the facilitation of gas
utilisation in the domestic economy and the stimulation of broad gas-based industrialisation;
• Optimising Nigeria’s share and competitiveness in high-value export markets, through selective
participation in high-value markets and strategic positioning for growth; and
• Assuring long-term gas security for Nigeria.
Following the approval of the GMP, the Nigerian government issued the National Gas Supply and Pricing
Policy and the National Domestic Gas Supply and Pricing Regulation 2008. Both provide for the
imposition of a domestic gas supply obligation on all upstream companies and require a pre-determined
portion of their gas production to be set aside for supply to the domestic market. The GMP also has the
goal of creating an integrated gas gathering, processing and distribution network in the Niger Delta and
across Nigeria through the implementation of a ‘‘gas infrastructure blueprint’’ in an attempt to significantly
increase the amount of gas used domestically, to in turn promote private sector participation and to
standardise gas specification.
Alongside the GMP, the Nigerian government is also implementing an accelerated gas development and
utilisation programme to enable domestic investors to take advantage of the opportunities in Nigeria’s gas
industry. It involves the installation of supplementary gas treatment and processing plants between existing
gas plants and power plants.

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1.9 Nigerian Oil and Gas Industry Content Development Act 2010 (the ‘‘Nigerian Content Act’’)
The Nigerian Content Act introduced significant reforms in the Nigerian oil and gas industry. The act aims
to increase the level of indigenous participation in the oil and gas industry. Oil and gas arrangements,
contracts and operations are now required to comply with minimum Nigerian content standards and
thresholds. All oil and gas agreements, contracts or memoranda of understanding relating to any operation
or transaction in the Nigerian oil and gas industry entered into after the enactment of the Local Content
Act are required to comply with the provisions of the act.
The scope of this act is extensive and all operators, contractors, sub-contractors and other entities carrying
out projects, operations, activities or transactions in the Nigerian oil and gas industry are required to
adhere to the provisions of the act as an essential factor in their project conceptualisation, development
and management. Nigerian independent contractors shall be given first consideration in the award of oil
blocks, oil field licences, oil lifting licences and all projects for which contracts are to be awarded in the
Nigerian oil and gas industry. In addition, indigenous Nigerian persons shall be given first consideration
for employment and training in any project executed by any operator or project promoter in the Nigerian
oil and gas industry. The act also requires that exclusive consideration is given to Nigerian indigenous
service companies that demonstrate ownership of equipment, Nigerian personnel and capacity to execute
such work, or to bid on land or swamp operating areas of the Nigerian oil and gas industry for specific
contracts and services.
The promotion of ‘‘Nigerian Content’’ as provided by the Nigerian Content Act is required to be a major
consideration for the award of licenses, permits and any other interest or operation in the Nigerian oil and
gas industry. The ‘‘Nigerian Content’’ of a company is defined as the quantum of composite value added to
or created in the Nigerian economy by a systematic development of capacity and capabilities through the
deliberate utilisation of Nigerian human, material resources and services in the Nigerian oil and gas
industry. The minimum ‘‘Nigerian Content’’ in any project to be executed in the industry is required to be
consistent with the levels set out in a schedule attached to the Local Content Act showing the proposed
rates and measured units for listed activities (the ‘‘Schedule’’). The Schedule shows the required
percentages of Nigerian resources to be utilised, expressed in terms such as manpower, industry spend,
tonnage or volume for each specified project item.
Although the Nigerian Content Act does not appear to place emphasis on the nationality of the
shareholders of a company operating in the Nigerian oil and gas industry as the basis of local content, it
does stipulate an ownership threshold to determine what constitutes a ‘‘Nigerian company’’. Section 106 of
the Nigerian Content Act defines a ‘‘Nigerian company’’ as a company formed and registered in Nigeria in
accordance with the provisions of the CAMA with not less than 51 per cent. of its shares held by Nigerians.

2. THE PETROLEUM INDUSTRY BILL

The PIB was initially introduced to the National Assembly of Nigeria in 2008 and has been in continuous
deliberation since then. Different deadlines had been set for the passage of the PIB and there is still
uncertainty as to whether and when it will be enacted. The PIB, if enacted, will repeal most of the current
petroleum industry legislation and become the principal petroleum law for the Nigerian petroleum
industry.
Under the PIB it is expected that the regulatory, policy and commercial functions (currently performed by
NNPC) will be split between different institutions and organisations which will be created by the PIB.
Accordingly, the PIB is expected to provide for the commercialisation and unbundling of the NNPC. The
draft PIB proposes to break the NNPC into two companies, one of which will be a self-financing National
Oil Company (‘‘NOC’’), while the other will be the Nigerian Petroleum Assets Management Company
Limited (‘‘NPAMC’’). The NOC is proposed to operate as a fully integrated upstream crude oil and gas
company capable of competing with the international oil companies, while the NPAMC Ltd will be an asset
management company vested with government’s interests in the unincorporated joint ventures. The
National Gas Company plc is proposed to also be incorporated, and it appears to be intended that this
company will take over the assets and liabilities of the Nigerian Gas Company Limited (‘‘NGC’’). In
addition, the existing regulatory institutions would undergo significant restructuring as follows: (a) it is
proposed that the ministry in charge of petroleum resources in Nigeria will remain a ministry under the
federal civil service structure, headed by the Minister, who will continue to oversee all activities in the
industry; (b) the creation of the Upstream Petroleum Inspectorate (‘‘UPI’’) to replace the DPR in its role
as the regulator of the upstream crude oil and gas sector; (c) the Petroleum Products Pricing and

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Regulatory Agency, which currently acts as the pricing regulator for downstream products, would be
replaced with the Downstream Petroleum Regulatory Agency (‘‘DPRA’’) to serve as the regulator of the
downstream crude oil and gas sector. The UPI and DPRA will, together, regulate the gas market in
accordance with the prevailing GMP.
Under the current draft PIB, two funds would be re-established: (1) the PEF, into which is placed any
surplus revenue recovered from petroleum products, marketing companies and funds from the government
provided for this purpose; and (2) the PTDF, for the training of technical and management personnel for
the industry. In addition to the PTDF, the draft PIB retains the Petroleum Training Institute, which is an
institution that provides education and technological manpower to the petroleum industries of Nigeria and
other African countries. The current draft PIB also proposes to establish a third fund, which will be called
the Petroleum Host Communities Fund (‘‘PHCF’’), into which all upstream petroleum producing
companies in Nigeria will be required to pay on a monthly basis 10 per cent. of the net profits that they
receive from the sale of crude oil and gas derived from their onshore, shallow offshore and deep offshore
petroleum operations. It is intended that the proceeds of the PHCF will be applied for the benefit of host
communities within petroleum producing areas towards the development of their economic and social
infrastructure. The administration of the fund will, however, be in accordance with regulations that will be
made by the Minister if or after the PIB becomes law.
Licences issued under the PIB will be renamed and these include:
• The petroleum exploration licence: issued for exploration on a non-exclusive basis. Under the
Petroleum Act, this type of licence is referred to as an OEL.
• The petroleum prospecting licence: issued to prospect for either crude oil or gas. Under the
Petroleum Act, this type of licence is referred to as an OPL.
• The petroleum mining lease (‘‘PML’’): issued to search for, win work, carry away and dispose of crude
oil or gas. The duration of this is for a term of 20 years, renewable for a further term of not more than
10 years. Under the Petroleum Act, this type of licence is referred to as an OML.
The PIB is expected to provide that PMLs will be revoked where there is no ‘‘commercial discovery’’ after
5 years. Similarly, PMLs will also be relinquished where there is no ‘‘commercial production’’ after
10 years.
Under the PIB, two layers of tax will be introduced, namely the Nigerian Hydrocarbons Tax (‘‘NHT’’) and
Companies Income Tax. NHT replaces the Petroleum Profit Tax (‘‘PPT’’) while the Companies Income Tax
will be introduced for all oil companies at the rate of 30 per cent. on net profits. The NHT will not be
deductible for corporate income tax purposes and is therefore an additional tax.

3. ENVIRONMENTAL LAWS
3.1 Oil Pipelines Act 1956, Cap 07, LFN 2004
This act imposes civil liability on the person who owns or is in charge of an oil pipeline for physical or
economic injury as a result of a break or leak in his pipelines. The act establishes that the grant of a licence
is subject to regulations concerning public safety and prevention of land and water pollution.

3.2 Mineral Oils (Safety) Regulations 1963, as amended and Crude Oil (Transportation and
Shipment) Regulations 1984
These regulations prescribe precautions to be taken in the production, loading, transfer and storage of
petroleum products to prevent environmental pollution. They provide that where no specific provision is
made in the regulations for drilling, production, and handling of oil and gas, such operations shall conform
with ‘‘good oilfield practice’’ considered to be adequately covered by the appropriate Institute of
Petroleum Safety Codes, the American Petroleum Institute and the Society of Mechanical Engineers
Codes. Another requirement is for an abstract of the Mineral Oils (Safety) Regulations 1963 to be
prominently displayed at all times at every well being drilled for oil or gas and in every installation handling
petroleum.

3.3 Petroleum (Drilling and Production) Regulations 1969

As one of the key regulations for upstream operations, these regulations provide for, among other things,
weights and measures, standards and inspection by the DPR. They state that a licensee or lessee shall take

112
all practicable precautions, including the provision of up-to-date equipment approved by the DPR, to
prevent the pollution of inland waters, rivers, shoreline, watercourses and territorial waters by oil, mud,
fluids or other substances. The regulations require such licensee or lessee to take prompt steps to control
such pollution. The director of the DPR may give directions as may be necessary, from time to time, to
ensure proper upstream operations and to encourage good conservation practices in any licensed or leased
lands. The licensee or lessee also bears the responsibility for securing the health and safety of persons
engaged on or in connection with operations under its licence or lease. The licensee or lessee is expected to
submit to the Minister, not later than five years after the commencement of production, a feasibility study,
programme or proposal for the utilisation of any natural gas, whether associated with oil or not.

3.4 Petroleum Refining Regulations 1974

The regulations govern the construction and operation of refineries. They stipulate that a manager shall be
appointed to take charge over all operations under the licence being operated and ensure that all the
provisions of the regulations are fully complied with. Competent persons who will have the role of general
supervision of all operations in the refinery shall be appointed by the manager. These regulations provide,
among other things, that a licensee shall take all practicable precautions to prevent pollution and create
offences for any licensee who contravenes any provisions of the regulations.

3.5 Petroleum Products and Distribution (Anti-Sabotage) Act 1975, Cap P12, LFN 2004
Under this act, anyone who engages in any of the activities listed below is guilty of an offence if, to a
significant extent, he causes or contributes to any interruption in the production or distribution of
petroleum products:
• Willfully does anything with intent to obstruct or prevent the production or distribution of petroleum
products in any part of Nigeria;
• Willfully does anything with intent to obstruct or prevent the procurement of petroleum products for
distribution in any part of Nigeria; or
• Willfully does anything in respect of any vehicle or any public highway with intent to obstruct or
prevent the use of that vehicle or that public highway for the distribution of petroleum products.
The offence of sabotage which could result in environmental pollution is punishable with a death sentence
or an imprisonment term not exceeding 21 years.

3.6 Constitution of the Federal Republic of Nigeria 1999, Cap C23, LFN 2004
The constitution recognises the importance of improving and protecting the environment and makes
provision for it, including by making it an objective of the Nigerian government to improve and protect the
air, land, water, forest and wildlife of Nigeria.

3.7 The Environmental Guidelines and Standards for the Petroleum Industry in Nigeria
(‘‘EGASPIN’’) (2002)
The EGASPIN is a set of regulations that was initiated by the DPR to govern health, safety and
environmental activities in the industry. The objectives of the EGASPIN are as follows:
(a) establish guidelines and standards for the environmental quality control of the industry taking into
account existing local conditions and planned monitoring programmes;
(b) provide, in one volume, for the operator and other interested persons a comprehensive integrated
user-friendly document on pollution abatement technology, guidelines and standards for the
industry; and
(c) standardise the environmental pollution abatement and monitoring procedures, including the
analytical methods for various parameters.

3.8 Environmental Impact Assessment Act CAP E12.LFN 2004 (‘‘EIA Act’’)
The EIA Act (as well as various State laws on environmental protection) requires companies intending to
undertake any activity that may adversely affect the environment to undertake mandatory environmental
impact assessments of the activity and adopt practicable precautions prior to and in the course of their
activities, in order to ensure that the adverse environmental effects of such activities are minimised.

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 Reports, which are generated after such environmental impact assessments are carried out, are required to
be evaluated and approved by the Federal Ministry of Environment and the state Ministry of Environment
of the relevant state where the company’s activities are undertaken.
Failure to comply with the provisions of the EIA Act is punishable, in the case of an individual, with a fine
20JAN201405225537
of 100,000 or five years imprisonment, and in the case of a firm or corporation, with a fine of not less
20JAN201405225537 20JAN201405225537
than 50,000 and not more than 1,000,000.

3.9 National Oil Spill Detection and Response Agency Act 2006
The National Oil Spill Detection and Response Agency (‘‘NOSDRA’’) was established in 2006 by an act of
the National Assembly. It was vested with the responsibility of co-ordinating the implementation of the
National Oil Spill Contingency Plan for Nigeria in accordance with the International Convention on Oil
Pollution Preparedness, Response and Co-operation 1990, to which Nigeria is a signatory. NOSDRA is
also mandated to play the lead role in ensuring timely, effective and appropriate response to oil spills, as
well as ensuring clean up and remediation of all impacted sites to all best practical extent. The agency is
also expected to identify high risk/priority areas in the oil-producing environment for protection as well as
ensuring compliance of oil industry operators with all existing environmental legislations in the petroleum
sector.

3.10 National Environmental Standards and Regulation Enforcement Agency (Establishment) Act 2007
The National Environmental Standards and Regulations Enforcement Agency (‘‘NESREA’’) is charged
with enforcing environmental laws, regulations and standards in deterring people, industries and
organisations from polluting and degrading the environment.
NESREA was established in 2007 to enforce compliance with Nigeria’s environmental laws, guidelines,
policies and standards. It is charged with protecting and developing the environment, biodiversity
conservation and sustainable development of Nigeria’s natural resources in general and environmental
technology, including coordination and liaison with relevant stakeholders within and outside Nigeria on
matters of enforcement of environmental standards, regulations, rules, laws, policies and guidelines.

4. BUSINESS REGULATORY ENVIRONMENT

The law governing the formation and regulation of companies in Nigeria is set out in CAMA. Where a
company intends to undertake a public offering of its securities, such offering will be regulated by the
provisions of the ISA and the rules and regulations of the Nigerian SEC. All companies, both local and
foreign, intending to carry on business in Nigeria must be registered with the Corporate Affairs
Commission, which is the body responsible for the registration and regulation of companies. The principal
laws regulating foreign investment in Nigeria are the Nigerian Investment Promotion Commission Act
1995, Cap N117, Laws of the Federation 2004 (‘‘NIPC’’) and the Foreign Exchange (Monitoring and
Miscellaneous Provisions) Act 1995, Cap F34 LFN 2004 (‘‘Nigerian Forex Act’’).
The Nigerian Forex Act establishes an Autonomous Foreign Exchange Market and provides for the
monitoring and supervision of the transactions conducted in the market. Transactions in foreign exchange
are therefore expected to be conducted in accordance with the provisions of this act.
The Nigerian Forex Act allows any person to invest in any enterprise or security, with foreign currency or
capital imported into Nigeria through an authorised dealer (i.e. a bank licensed by the Central Bank of
Nigeria to deal in foreign currencies) either by telegraphic transfer, cheques or other negotiable
instruments and converted into Naira in the market in accordance with the provisions of the Nigerian
Forex Act. The Nigerian Forex Act guarantees unconditional transferability of funds that have been
imported into Nigeria. The transferability, which does not require any further approval, could be by way of
dividends or profits attributable to the investment; payment in respect of loan servicing where a foreign
loan has been obtained; and the remittance of proceeds and other obligations in the event of sale or
liquidation of the enterprise or any interest attributable to the investment under section 15(4).
NIPC provides that any enterprise in which there is foreign participation must be registered with NIPC.
NIPC permits foreign participation in any business enterprise with the exception of enterprises on the
‘‘negative list’’ of the act. The negative list includes enterprises involved in the production of and dealing in
arms, ammunition, narcotic drugs and psychotropic substances.

114
The combined effect of NIPC and The Nigerian Forex Act is to guarantee the unconditional transferability
of dividends from equity investments and interest on foreign loans as well as capital repatriation in the
event of liquidation or divestiture, or repayment of foreign loans. However, this is subject to complying
with applicable foreign exchange regulations, specifically obtaining a Certificate of Capital Importation
(‘‘CCI’’) as evidence of capital inflow into the country. A CCI will form the basis for eventual repatriation
upon divestment. NIPC gives every foreign investor whose shares are registered under the Act access to
arbitration at the International Centre for Settlement of Investment Disputes (‘‘ICSID’’).

5. TAX STRUCTURE
Nigerian federal, state and local governments levy taxes. The Federal Inland Revenue Service (‘‘FIRS’’)
administers federal taxes under the supervision of the Federal Inland Revenue Service Board. State taxes
are administered by the internal revenue boards of the respective Nigerian states, while the various
councils administer local government taxes.

5.1 Industrial Development (Income Tax Relief) Act 2004 (‘‘IDITRA’’)

IDITRA is the principal legislation governing the ‘‘pioneer’’ status scheme in Nigeria. This law provides
that the President of Nigeria may, at his discretion, direct the publication of a list of pioneer industries and
products in the official gazette, for the purpose of qualifying companies upon due application (in relation
to those designated products or industries) to become entitled to certain income tax relief. Such a list has
since been published and presently includes ‘‘mineral oil prospecting and production’’. The powers of the
President under IDITRA are, in practice, exercised through NIPC.
A company qualifies for ‘‘pioneer’’ status because either it is operating in a pioneer industry or it is
producing a pioneer product and has incurred an amount of capital expenditure acceptable to NIPC. A
pioneer certificate issued by NIPC exempts qualifying companies from payment of income taxes for a
period not exceeding five years. It also grants accelerated capital allowances after the expiration of the tax
holiday and tax-exempt dividends, amongst other benefits. For an oil and gas company, if its application to
NIPC for ‘‘pioneer’’ tax status is accepted, such a company would ordinarily be exempt from petroleum
profits tax on crude oil profits and corporate income tax on natural gas profits for a period not exceeding
five years.

5.2 Petroleum Profits Tax Act 1958, Cap P13, LFN 2004 (‘‘PPTA’’)
Nigerian law by virtue of the PPTA requires all companies engaged in the extraction and transportation of
petroleum to pay tax. The taxable income of a petroleum company comprises proceeds from the sale of oil
and related substances used by the company in its own refineries plus any other income of the company
incidental to and arising from its petroleum operations.
The taxable income of a petroleum company is subject to tax at 85 per cent., but this percentage is lowered
to 65.75 per cent. during the first five years of pre-production. Where oil companies operate under
production-sharing contracts they will be liable to tax at a rate of 50 per cent.
An additional chargeable tax is payable in certain circumstances under Section 23 of the PPTA. The
implication of this is that any company engaged in upstream oil and gas activities will be liable to pay the
petroleum profits tax, in addition to other taxes imposed by other acts, namely:
• Education Tax Act 1993 (which imposes a tax chargeable on all companies registered in Nigeria at
two per cent. of chargeable profits as contribution to the Education Tax Fund);
• Companies Income Tax Act 1979, as amended;
• Value Added Tax Act, chapter VI, LFN 2004;
• Niger Delta Development Commission (Establishment) Act 2000 (which requires every oil producing
company and gas processing company operating onshore and offshore, in the Niger Delta area, to
contribute three per cent. of its total annual budget to the NDDC established by this act); and
• Nigerian Oil and Gas Industry Content Development Act 2010 (which requires that one per cent of
the sum of every contract awarded to any operator, contractor, subcontractor, alliance partner or any
other entity involved in any project, operation, activity or transaction in the upstream sector of the
Nigerian oil and gas industry shall be deducted at source and paid into the Nigerian Content
Development Fund).

115
5.3 Companies Income Tax Act 1979, Cap C21, LFN 2004
Aimed at gas utilisation and disincentivising of gas flaring, Section 39 provides that a company engaged in
gas utilisation (i.e. the marketing and distribution of natural gas for commercial purposes such as for power
plant, liquefied natural gas, gas to liquid plant, fertiliser plant, gas transmission and distribution pipelines)
shall be granted the following incentives:
• an initial tax-free period of three years which may, subject to the satisfactory performance of the
business, be renewed for an additional period of two years; or
• as an alternative to the initial tax-free period, the company is entitled to an additional investment
allowance of 35 per cent. and accelerated capital allowances after the tax free period, which includes
(i) an annual allowance of 90 per cent. with 10 per cent. retention, for investment in plant and
machinery, and (ii) an additional investment allowance of 15 per cent., which shall not reduce the
value of the asset.
Other incentives include a tax-free dividend during the tax-free period, where:
• the investment for the business was in foreign currency; or
• the introduction of imported plant and machinery during the period was not less than 30 per cent. of
the equity share capital of the company.
Furthermore, interest payable on any loan obtained with the prior approval of the Minister for a gas
project shall be deductible for tax purposes. The tax-free period of a company shall start on the day the
company commences production as certified by the Minister.

5.4 Other taxes

5.4.1 NDDC Levy
Section 14(2) (b) of the NDDC Act provides for an NDDC levy to be paid by the Company which is three
per cent. of the total annual budget of any oil-producing company operating on shore and offshore in the
Niger Delta area, including gas processing companies.

5.4.2 Nigerian Content Development Fund

Section 104 (2) of the Nigerian Content Act provides that one per cent. of every contract awarded in the
upstream sector of the Nigerian oil and gas industry shall be paid into the Nigerian Content Development
Fund. The proceeds of the fund are applied towards increasing Nigerian content in the Nigerian oil and gas
industry.

5.4.3 Withholding tax

Taxes are to be withheld from corporate bodies and individuals/firms at the rate of 10 per cent. and five per
cent. respectvely and remitted to the relevant tax authority within 30 days from the date the amount was
deducted, or from the time the duty to deduct arose, whichever is earlier. The currency in which the tax is
to be deducted is the currency of the transaction. However, payments to governmental agencies and
authorities are exempt from withholding taxes.

5.4.4 Value Added Tax

VAT is imposed in accordance with the Value Added Tax Act chapter VI, LFN 2004 and is charged and
payable on the supply of all goods and services listed in the first schedule to the VAT act. Since the
Company operates in the upstream side of the oil and gas sector and there is no output on oil, no VAT is
paid. However, companies that provide VAT-chargeable goods and services to the Company have the
obligation to charge VAT on their invoices and and remit to the government. VAT is payable at the rate of
five per cent.

116
 PART IX
INDUSTRY OVERVIEW
Unless stated otherwise, all information, figures, tables and charts in this Part IX have been obtained from the
BP Statistical Review of World Energy, June 2013 (‘‘BP Statistical Review’’).

1. THE GLOBAL OIL AND GAS MARKET

1.1 Oil Production
In 2012, global oil production increased by 2.2 per cent. or 1.9 MMbpd to 86.2 MMbpd. About three-
quarters of this net growth was accounted for by OPEC countries, as increased output in Saudi Arabia, the
UAE, Kuwait, Iraq and Libya more than offset the decline in Iranian output due to international sanctions.
Oil production by OPEC member states increased by 1.45 MMbpd in 2012 to 37.4 MMbpd or 43.2 per
cent. of global production.
Non-OPEC output, which accounted for 40.5 per cent. of global production, grew by 1.2 per cent. in 2012.
Increases in production in the US, Canada, Russia and China were offset by unexpected outages in Sudan/
South Sudan and Syria, as well as continued declines in mature regions such as the UK and Norway.
The table below shows the geographical distribution of oil production in 2012:

YoY Change
Region Mbpd (2011-2012)
Africa . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9,442 7.7%
Asia Pacific . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8,313 0.7%
Europe & Eurasia . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17,211 $1.4%
Middle East . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28,270 0.9%
North America . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15,557 8.9%
South & Central America . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,359 $1.2%
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 86,152 2.2%

Nigeria is the top producer of crude oil in Africa, with an average production of 2.4 MMbpd. The chart
below shows the top 10 oil producing countries in Africa in 2012:
2.4

1.8
1.7
1.5

0.7

0.3 0.3
0.2
0.1 0.1

Nigeria Angola Algeria Libya Egypt Rep. of Equatorial Gabon Chad Sudan
Congo Guinea 20JAN201405233894

1.2 Oil Consumption

World oil consumption in 2012 averaged 89.8 MMbpd, which represented a 0.9 per cent. growth from 2011.
Consumption in the OECD declined by 1.3 per cent. or 0.5 MMbpd, the sixth decrease in the past
seven years, reaching the lowest level since 1995. The OECD now accounts for just 50.2 per cent. of global
consumption, the smallest share since records began. Outside the OECD, consumption grew by
1.4 MMbpd or 3.3 per cent. to 44.2 MMbpd in 2012, with China representing the largest share of the
increase in global consumption (0.4 MMbpd).

117
The geographical distribution of world oil consumption as at the end of 2012 was as follows:

YoY Change
Region Mbpd (2010-2011)

Africa . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,523 5.1%

Asia Pacific . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29,781 3.7%
Europe & Eurasia . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18,543 $2.5%
Middle East . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8,354 4.5%
North America . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23,040 $1.8%
South & Central America . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,533 2.0%
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 89,774 0.9%

1.3 Major Oil Trade Movements

According to the BP Statistical Review, total crude oil exports for 2012 amounted to 55.3 MMbpd. The
Middle East accounted for the majority of crude oil exports, with 19.7 MMbpd flowing through its export
terminals. The former Soviet Union was the second largest exporter of crude oil, with 8.6 MMbpd, and
Asia Pacific (excluding Japan) was in third position with 6.4 MMbpd in exports. West Africa exported
4.6 MMbpd of crude oil in the same period, making it the fourth largest crude oil exporting region in the
world.
On the demand side, Europe remains the largest destination for crude, importing 12.5 MMbpd in 2012.
The major importing nations include the United States (10.6 MMbpd), the People’s Republic of China
(7.1 MMbpd) and Japan (4.7 MMbpd).
The chart below shows the major oil trade movements (in million tonnes) in 2012:

20JAN201405230434

1.4 Oil Reserves

At the end of 2011, proved oil reserves amounted to 1,669 billion bbls, of which 1,212 billion bbls were held
by OPEC member states. It is estimated that the global proved reserves at the end of 2012 would be
sufficient to meet approximately 50 years of global production.

118
The geographical distribution of proved reserves at the end of 2012 is as follows:

Global Proved Oil Reserves (billion bbls)

297.6
265.9

173.9
157.0 150.0

101.5 97.8 87.2

48.0
37.2

Venezula Saudi Canada Iran Iraq Kuwait UAE Russia Libya Nigeria
Arabia 20JAN201405225022

1.5 Oil Prices

Dated Brent crude oil averaged US$108.7 per barrel in 2013, compared to US$111.7 per barrel in 2012 and
US$111.3 per barrel in 2011. The loss of Iranian supplies, combined with smaller disruptions in a number
of other countries, kept prices stable despite growth in the United States, the recovery of Libyan
production and increases in Saudi Arabia and elsewhere in OPEC.

1.6 Gas Production and Reserves

According to the BP Statistical Review, global natural gas production grew by 1.9 per cent. in 2012 to 324.6
billion cubic feet per day. The United States once again recorded the largest volume increase and
remained the world’s largest producer of natural gas. High growth rates were experienced in countries such
as Norway (13 per cent.), Qatar (8 per cent.) and Saudi Arabia (11 per cent.). Global natural gas trade was
very weak, growing by 0.1 per cent. in 2012. Global LNG trade fell by 0.9 per cent., the first decrease on
record, as the net increase in Asia was not sufficient to cover the decline in net European LNG imports.
As at the end of 2012, the world’s total proved natural gas reserves amounted to 6,614 tcf with the Russian
Federation, Turkmenistan, Iran and Qatar combined accounting for 58 per cent. of global reserves.
Nigeria’s natural gas reserves are estimated at 182 tcf, making it the largest proved natural gas reserve in
Africa and the ninth largest globally.

Global Gas Reserves (tcf)

1,187 1,163
885
618

300 291
215 196 182 159
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20JAN201405224893
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2. OVERVIEW OF THE NIGERIAN OIL AND GAS INDUSTRY

The Nigerian economy is highly dependent on the production and export of its oil and gas resources.
According to the US Department of Energy, Nigeria’s oil sector currently provides 95 per cent. of its
export earnings and about 75 per cent. of the Nigerian government’s revenue. The light, sweet quality of
Nigerian crude oil makes it a preferred gasoline feedstock and as a result most Nigerian crudes trade at a
premium to the price of Brent, the North Sea benchmark crude oil. As of the end of 2012, Nigeria had an
estimated 37.2 billion bbls of proved oil reserves, making it home to the tenth largest oil reserve in the
world and the second largest in Africa (according to the BP Statistical Review). The majority of Nigeria’s

119
reserves and resources are found in the Niger Delta and offshore in the Bight of Benin, the Gulf of Guinea
and the Bight of Bonny.

Nigeria’s Proved Reserves (billion bbls)

35.9 37.2 37.2 37.2 37.2

34.3
29.0

22.5
21.0 21.0 20.8
17.1

1990 1992 1994 1996 1998 2000 2002 2004 2006 2008 20JAN201405230107
2010 2012

Nigeria’s Gas Reserves (tcf)

184.6 183.8 186.8 181.9
176.4 180.4

144.9
131.2
121.8 122.7 124.0
100.3

1990 1992 1994 1996 1998 2000 2002 2004 2006 2008 20JAN201405225835
2010 2012

Among the large number of hydrocarbon basins in Nigeria, the Niger Delta is by far the most prolific and
important. The Niger Delta is situated in the Gulf of Guinea, in south-central Nigeria, and covers an area
of about 75,000 square kilometres.
Nigeria’s oil industry began in 1956, when Shell D’Arcy (a Shell/BP joint venture) made the first
commercial oil discovery in Nigeria at Oloibiri (in the present day state of Bayelsa). In the 1950s and
1960s, other international oil companies such as Gulf Oil and Texaco (now Chevron Corporation), Mobil
(now ExxonMobil), Elf Petroleum (now TOTAL) and AGIP joined Shell D’Arcy in exploration across the
Niger Delta. These E&P companies were later joined by other international companies such as Addax
Petroleum (which was acquired by Sinopec in 2009), ConocoPhillips, Petrobras and others.
By the early 1970s, Nigeria had attained a production level of over two MMbpd, and was granted OPEC
membership in 1971. NNPC was established in 1977, as a state-owned oil company with the primary aim of
taking firmer control of the country’s oil and gas resources. As of the date of this Prospectus, NNPC holds
a majority interest in all joint venture operations in the Niger Delta.
The Nigerian oil industry has been a target for militant and criminal activity in the Niger Delta, mainly
from militant groups that oppose the activities of the oil companies in the area. These activities had
previously led to significant disruptions in the production of oil, the most significant of which was the
shut-in of 450 Mbpd at Shell’s Forcados oil terminal and offshore EA fields in 2006. As part of measures to
curtail the escalating violence in the region, the Nigerian government, in 2009, declared a country-wide
amnesty. Under the amnesty, various militant groups came to an agreement with the government to hand
over their arms in exchange for a pardon, training opportunities, a commitment by the government towards
developmental initiatives in the Niger Delta, and other incentives. The operating environment has been
helped by the amnesty, and there was a significant increase in Nigeria’s oil production in 2010.
However, despite the amnesty programme, criminal activity remains common in the Niger Delta. The theft
of crude oil from pipelines and tank farms has been on the increase. According to the Nigeria Country
Overview by Wood Mackenzie (January 2013), it is estimated that Nigeria could be losing over 150 Mbpd
as a result of these illegal activities.

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The Nigerian government, in partnership with the international oil companies, has embarked on number
of initiatives targeted at addressing oil theft in the Niger Delta. These initiatives include:
• increasing the joint task force patrol in the Niger Delta creeks;
• improving community relations between the oil companies and their host communities;
• educating host communities on the environmental impact caused by oil spills from damaged pipelines;
and
• using technology for early detection of breaches in the pipelines.
In addition to these initiatives the Nigerian government passed the Nigerian Content Act, which, among
other things, aims to create more jobs for Nigerians in the petroleum sector by mandating a minimum level
of local participation in the award of oil-related contracts. See Part VIII: ‘‘Regulatory and Legislative
Framework in Nigeria,’’ section 1.9 of this Prospectus for a more detailed overview of the Nigerian
Content Act.
As of the date of this Prospectus, the Nigerian government is pursuing a number of other reforms targeted
at restructuring its oil and gas industry. Amongst these is the PIB, which is aimed at reforming the entire
hydrocarbon sector.
The principal objectives of the proposed PIB are to:
• Enhance exploration and exploitation of petroleum resources in Nigeria;
• Create a conducive business environment for petroleum operations;
• Establish a commercially oriented and profit-driven NOC;
• De-regulate and liberalise the downstream petroleum sector;
• Promote transparency in the petroleum sector;
• Promote the development of Nigerian content in the petroleum industry;
• Protect health, safety and the environment; and
• Optimise domestic gas supplies, in particular for power generation and industrial development.
The PIB is also expected to provide for a greater share of oil revenues to the producing communities. See
Part VIII: ‘‘Regulatory and Legislative Framework in Nigeria’’, section 2 of this Prospectus for a more
detailed overview of the PIB.

2.1 Operating Framework

There are five primary legal arrangements for crude oil production currently in force in Nigeria:
• Concession/sole risk—an independent company with a concession bears the full risk and costs of
exploration, development and production, has interests over the crude oil produced and is liable for
all royalties and PPT payments. Currently, concessions in respect of OMLs are only awarded to
Nigerian companies that have at least 51 per cent. of their shares held by Nigerian citizens.
• Joint ventures—an arrangement that was formed when the Nigerian government acquired
participation interests in OMLs held by the Nigerian subsidiaries of the international oil companies.
In a joint venture, the government holds a majority interest in the OMLs and the relationship between
the Nigerian government and the international oil companies is governed by the Joint Operating
Agreement. Currently, NNPC directly participates in six joint ventures with Shell, ExxonMobil,
Chevron, TOTAL, AGIP and Pan Ocean and currently participates in five joint ventures through
NPDC, its operating subsidiary.
• Production sharing contracts (‘‘PSC’’)—an arrangement pursuant to which the company bears the risk
of exploration and, when oil is found in commercial quantities, the company is entitled to recoup its
costs. Thereafter crude oil is produced and shared by the company and the Nigerian government. In
respect of PSCs involving the Nigerian government, the OMLs are held by the NNPC.
• Marginal fields—an arrangement pursuant to which the private industry or non-governmental OML
holder farms out certain fields within its licence. In 2003, international oil companies were made to
farm out to indigenous companies fields that had remained unproduced for more than 10 years. In

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 2003, many fallow fields were awarded to indigenous companies, although only 7 out of 24 such fields
have begun production due to lack of access to capital or other obstacles.
• Service contracts—an arrangement pursuant to which the OML holder enters into a contract with a
contractor that provides risk capital for exploration and production. If no commercial discovery is
made, the contract is then terminated with no further obligation on either party. If a commercial
discovery is made, the contractor is entitled to recover its costs and receive some additional
remuneration.

2.2 Oil Production

Nigerian oil production comes from over 220 fields, most of which are relatively small with average
production of less than 10 Mbpd. In 2011, Nigeria’s total oil production averaged 2.5 MMbpd, making the
country the largest oil producer in Africa.

Nigeria’s Daily Oil Production (MMbpd)

2.5 2.5 2.5
2.4 2.4 2.4
2.3
2.2 2.2
2.1 2.1

2002 2003 2004 2005 2006 2007 2008 2009 2010 20JAN201405225973
2011 2012

According to NNPC, joint venture arrangements with NNPC/NPDC accounted for 69.9 per cent. of
Nigeria’s total crude oil production in 2012. PSC and service contract arrangements (which are more
common in Nigeria’s deep offshore acreage) accounted for 26.3 per cent. and 0.48 per cent. of the
country’s 2012 crude oil production respectively, whilst independents/sole risk and marginal field operators
(which include Nigerian companies) accounted for 3.32 per cent. of total production in 2012.
The majority of Nigeria’s oil production comes from onshore fields. However, in recent times, there has
been significant production coming from the shallow water and deep water areas from projects such as
TOTAL’s 180 Mbpd Usan field, which was commissioned in February 2012.
Nigeria is a member of OPEC and subject to the organisation’s production quota. However, the
application of the OPEC quota system is limited to oil produced by NNPC and its joint venture partners,
and does not apply to oil produced by Nigerian companies.
In 2011, the United States was the largest importer of Nigerian crude oil accounting for 33.0 per cent. of
Nigeria’s oil production. Other major buyers of Nigerian crude oil include India (12.0 per cent.), Brazil
(7.7 per cent.) and The Netherlands (7.1 per cent.). Nigeria’s export blends are light, sweet crude oils, with
gravities ranging from API 29! - 47! and low sulphur contents of 0.05-0.3 per cent. These characteristics
allow Nigerian crude oils to trade at a premium to Brent, the North Sea benchmark for crude oil.

2.3 Key Participants in Nigeria’s Oil Industry

2.3.1 NOC, international oil companies and independents
NNPC/NPDC
The Nigerian National Oil Company (‘‘NOC’’) was formed in 1971. NOC was mandated to acquire, on
behalf of the Nigerian government, assets and liabilities in the existing foreign oil companies and to
participate in oil and gas exploration. In 1977, the NNPC was formed by the merger of NOC and the
Ministry of Petroleum Resources. NNPC then had responsibility for enforcing upstream laws and
regulations.
NNPC is the majority shareholder of all joint ventures (60 per cent., except for 55 per cent. in the
SPDC JV), and is allocated an annual funding budget from the federal government, from which it meets its

122
joint venture cash calls. In recent years, NNPC’s annual budget allocation has been between US$4.5 billion
and US$5.5 billion.
The NPDC was established in 1986 as a wholly-owned subsidiary of the NNPC with responsibility for the
NNPC’s exploration and production activities. The NPDC currently operates a number of assets located
both onshore and offshore. These assets include the OMLs divested by the SPDC joint venture between
2010 and 2011, OML 65, OML 11 and a non-operated interest in nine deepwater acreages.

Shell
Shell is the largest international oil company producer in Nigeria. It operates the deepwater Bonga field
with a 55 per cent. interest, and it also has 43.75 per cent. in the deepwater Erha field. The bulk of future
growth for Shell is expected to come from the development of Bonga satellite fields. Shell is also a key
shareholder in Nigeria LNG, the only LNG project operating in the country.

ExxonMobil
ExxonMobil is the second largest producer in Nigeria. Its production is evenly split between its joint
venture with NNPC and deepwater fields. The NNPC/ExxonMobil joint venture is unique in having no
onshore interests.

Chevron
Chevron’s joint venture assets are focused in the Escravos region, and Chevron also has interests in the
deepwater Agbami (44.79-64 per cent.) and Usan (30 per cent.) projects. Chevron has also been a key
player in gas developments in Nigeria via its Escravos Gas Project and many of its current investments are
aimed at increasing supply to the domestic market. Chevron’s production has grown steadily from 2007 to
2012 and is positioned to continue on this trajectory as production from Usan increases.

TOTAL
TOTAL has a strong position in Nigeria as a result of its 40 per cent. interest in its joint venture with
NNPC and a 10 per cent. interest in its SPDC joint venture. TOTAL has been among the most active of the
international oil companies in recent years, launching the Akpo deepwater development in 2009, and
started production from the deepwater Usan field in February 2012. However, in November 2012, TOTAL
announced the sale of its stake in OML 138, which holds the Usan field, to China Petrochemical Corp.
(‘‘Sinopec’’).

ENI
ENI is the smallest international oil company in Nigeria by levels of production. The company relies on its
legacy joint venture assets (20 per cent.) and its 5 per cent. interest in the SPDC JV. ENI’s only deepwater
participation is a 12.5 per cent. interest in Bonga and an 85 per cent. interest in the small Abo field. ENI’s
portfolio has particularly strong gas resources and it is focused on monetising these reserves to supply
Brass LNG and the domestic market.

Petrobras
Petrobras’ operation in Nigeria is limited to offshore acreages. The company holds a non-operated interest
in the deep water Agbami field (13 per cent.) and the Akpo field (16 per cent.), and is the operator of
OPL 315.

Statoil
Statoil holds a 20.21 per cent. unitised interest in the Agbami field, and is involved in a number of deep
water exploration activities including OML 129 and the Nnwa discovery.

CNOOC
CNOOC holds a 45 per cent. non-operated interest in the Akpo field, located in OML 130, which it
acquired in 2006 from South Atlantic Petroleum Limited, a Nigerian company.

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2.3.2 Independents

Afren
Afren is involved in a number of E&P activities through its various partnerships with Nigerian companies.
Afren’s portfolio includes a 50 per cent. working interest in the Okoro-Setu and Ebok fields, and working
interests in various exploration fields.

Addax Petroleum / Sinopec

Sinopec through its subsidiary Addax Petroleum holds a 100 per cent. interest in 1 onshore asset (OML
124) and various levels of interest in 6 offshore assets located in shallow waters. In November 2012,
Sinopec announced its acquisition of a 20 per cent. interest in OML 138.

Eland Oil & Gas

Eland holds a 45 per cent. participating interest in a Nigerian joint venture company, Elcrest, which has a
45 per cent. interest in OML 40, an onshore area within the Niger Delta, which it acquired as part of the
IOC divestments from the SPDC JV in August 2012.

Heritage
Heritage is involved in, and focuses on, a number of E&P activities in Africa, the Middle East and Russia.
The majority of Heritage’s production comes from its equity interest in Shoreline Natural Resources
Limited (a joint venture with a Nigerian company) that holds a 45 per cent. interest in the producing
OML 30, an onshore Nigeria area within the Niger Delta, which it acquired as part of the IOC divestments
from the SPDC JV in November 2012. Heritage also has exploration interests in Libya, Malta, Pakistan,
Papua New Guinea and Tanzania.

Mart Resources
Mart Resources is focused on production and development opportunities within the Niger Delta. Mart’s
current production and reserve base is through its interest in the Umusadege marginal field as a result of
its partnership with two indigenous oil companies, Midwestern Oil and Gas plc and Suntrust Oil.

2.3.3 Nigerian Companies

Since the 1990s, the Nigerian government has favoured the allocation of acreage to indigenous companies,
and there are over 100 such companies in Nigeria, including Famfa, South Atlantic Petroleum
(SAPETRO), Amni International, Oriental, Niger Delta Petroleum and Consolidated Oil.
Separately, other Nigerian companies such as Lekoil and Oando plc (and its TSX-listed, majority-owned
subsidiary, Oando Energy Resources) have been able to build upstream portfolios through M&A
transactions and partnerships with other companies.

2.3.4 International Oil Company (IOC) Asset Divestitures

Since 2010, some of the IOCs have initiated portfolio optimisation processes for various strategic reasons,
including the desire to focus on deep-water assets/wells where they have a distinct technological and capital
intensity advantage.
The current wave of divestitures began with SPDC JV’s sale of interests in OMLs 4, 38 and 41 and has
continued with other assets through a combination of negotiated sales and competitive auctions.
Subsequent to the start of the SPDC JV divestitures, ConocoPhillips, for strategic reasons, also started the
process of exiting its business in Nigeria (amongst other countries) and CNL is also in the process of
divesting its interest in five Nigerian assets.

SPDC JV Divestiture
The SPDC JV divestiture process brought about a new class of Nigerian companies, all of which acquired
producing acreage and as such are exposed to lower exploration risk than their counterparts that hold

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OPLs. This has allowed them better access to large amounts of capital which might otherwise have proved
challenging. The companies that have thus far benefited from the SPDC JV divesture are:

Transaction Date Acquirer Target

July 2010 SEPLAT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . OMLs 4, 38 and 41

November 2011 Neconde Energy Ltd . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . OML 42
December 2011 First Hydrocarbon Limited . . . . . . . . . . . . . . . . . . . . . . . . . . OML 26
August 2012 Elcrest E&P Nigeria Ltd . . . . . . . . . . . . . . . . . . . . . . . . . . . . OML 40
September 2012 Niger Delta Western . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . OML 34
November 2012 Shoreline / Heritage Oil . . . . . . . . . . . . . . . . . . . . . . . . . . . . OML 30

ConocoPhillips Divestiture
In 2012, ConocoPhillips announced its intention to divest its Nigerian business unit and, in December
2012, ConocoPhillips entered into an agreement to sell its Nigerian business to Oando Energy Resources,
an affiliate of Oando Plc. The Nigerian business unit includes two offshore properties consisting of a 95 per
cent. operating interest in OML 131 (Chota field) and a 20 per cent. non-operated interest in OPL 214
(Uge field), as well as a 20 per cent. non-operated interest in onshore OMLs 60, 61, 62 and 63, a 20 per
cent. non-operated interest in the Kwale-Okpai Independent Power Plant and a 17 per cent. non-operated
interest in the Brass LNG project.

CNL Divestitures
Similar to the SPDC JV divestiture process, CNL is also in the process of rationalising its portfolio and is
seeking to divest its 40 per cent. interest from the onshore blocks OMLs 52, 53, and 55 and the offshore
blocks OMLs 83 and 85. Please see Part XVII: ‘‘Additional Information’’, section 10.7.21 for a description
of the CNL Assets SPA pursuant to which CNL is divesting its interests in OMLs 52, 53 and 55.

2.3.5 Marginal Field Operators

See section 3.1 below on the marginal fields development programme.

2.4 Gas Production

As of December 2012, Nigeria had an estimated 182 tcf of proved natural gas reserves, making it the
ninth largest gas reserve holder in the world and the largest in Africa. Most of the country’s gas reserves
are of an associated nature, extracted as a result of oil production.

Nigeria’s Daily Gas Production (Bcf per day)

4.2
3.9
3.5 3.6
3.4
2.9
2.4 2.4 2.5
2.2
1.7

2002 2003 2004 2005 2006 2007 2008 2009 2010 20JAN201405225685
2011 2012

Commercial gas production in Nigeria commenced in 1976, although the volumes produced have been
negligible when compared to oil volumes. The absence of adequate gas infrastructure and limited, but
growing, domestic markets have been major obstacles to gas utilisation. As a result, gas has been routinely
flared for decades. Although commercial production has risen significantly since 1997, it is still very low
compared to Nigeria’s production potential.
In 2012, Nigeria produced 4.2 billion cubic feet per day and, according to NNPC, 26 per cent. of the gas
produced during the year was flared. Approximately 20 per cent. of gas sales are into the domestic market
with the rest sent to the Nigeria LNG (‘‘NLNG’’) terminal at Bonny Island where it is liquefied and

125
subsequently exported to Europe, Asia and the United States. NLNG is Nigeria’s most significant natural
gas project to date. The plant, which has six processing trains, has an annual production capacity of
22.5MT of LNG and 4MT of LPG. A seventh train is under construction, which, when completed, would
increase NLNG’s total production capacity to 30MT per annum.
Major gas infrastructure in Nigeria also includes:
• The western system, which includes the 700km Escravos Lagos Pipeline System that has a capacity of
1,100 mcf;
• The export system, consisting of an onshore Gas Transmission System and an Offshore Gas Gathering
System, both of which transport gas to NLNG for export;
• The eastern system, which supplies gas to domestic industrial and power users in eastern Nigeria; and
• The West African Gas Pipeline, a 678km pipeline designed to transport natural gas from Escravos in
Nigeria to Ghana via Togo and Benin Republic. The pipeline has an initial capacity of 170 mscf/day,
and there are plans to expand, in a second phase, to 450 mscf/day and extend the pipeline westwards
to Ivory Coast and Senegal.
Nigeria introduced no-flaring legislation during the 1980s, but this has been challenging to enforce due to
the associated nature of its natural gas, as well as a lack of adequate gas infrastructure. Since the early
1990s, the environmental and economic costs of flaring have attracted global attention and operators were
strongly encouraged to develop gas utilisation projects. Since 2005, absolute flared volumes have fallen, but
some of this can be attributed to attacks on oil infrastructure, which shut in many onshore fields.
The GMP is geared towards creating a framework for domestic gas pricing, introducing a domestic gas
supply obligation for oil companies, and providing a blueprint for the development of gas infrastructure in
Nigeria. It is expected that these initiatives would significantly enhance domestic gas-to-power utilisation,
alongside its application in the production of by-products such as fertilisers, urea and methanol.
Several projects have been announced as part of the effort to maximise the use of Nigeria’s gas reserves.
Some of these projects include:
• The two-train, 10MT per annum capacity Brass LNG project being sponsored by NNPC,
ConocoPhillips, AGIP and TOTAL;
• The four-train 22MT per annum capacity Olokola LNG project being sponsored by NNPC, Chevron,
Shell and BG Group;
• The Escravos gas-to-liquids project being sponsored by Chevron and Sasol, which upon completion is
expected to process 0.33 bscf/day of natural gas;
• The Trans-Saharan Gas Pipeline which is intended to supply up to 2-3bcf of gas to Algeria and
onwards to European markets;
• A 750,000MT per annum ammonia and urea fertiliser plant expansion by Notore Chemicals Industry;
• A 2,800,00MT per annum Greenfield ammonia and urea fertiliser plant by Dangote Industries;
• A US$1.8 billion methanol and fertiliser plant being sponsored by the Indorama Corporation of
Indonesia; and
• A US$12 billion gas industrial park project in Delta State which will include a 1.3MT per
annum/400KT per annum polyethylene and polypropylene plant and a 2.6MT per annum urea/
ammonia fertiliser plant.
To further promote investment in gas infrastructure, the Nigerian government has commenced a phased
increase in the price of domestic gas from its artificially low levels towards the global market benchmark.

3. LOCAL SECTOR GROWTH AND ASSET OPPORTUNITIES

A large portion of Nigeria’s onshore, commercially recoverable resources are dispersed across a wide
range of small fields. A number of these fields were drilled and tested decades ago, and logged
hydrocarbons within a range usually considered less attractive by the majority of the international oil
companies. Most of these discovered resources have been lying undeveloped for years and are deemed
non-material by most of the international oil companies. This presents an opportunity for Nigerian

126
companies that have the willingness and ability to commercially exploit these discoveries thanks to their
lower overhead costs and flexible personnel allocation.
Since 1996, the Nigerian government has engaged in a resource-optimisation exercise which is aimed both
at the development of a sustainable, Nigerian upstream industry and the full monetisation of the country’s
resources. A key driving objective was to establish a more stringent relinquishment policy, by which
international oil companies (and other non-Nigerian licence holders) were pushed either to accelerate the
development of ‘‘marginal’’ assets or to return them back to the Nigerian government, an alternative being
to farm them out or to dispose to Nigerian oil companies.

3.1 Marginal Fields Development Programme and bidding rounds

In 1996, the Petroleum Act 1969 was amended to give the Nigerian government the power to order the
farm-out of marginal fields to Nigerian companies in exchange for farm-out fees and royalty payments.
This amendment was part of measures/initiatives by the Nigerian government to encourage local
participation in the full and efficient monetisation of the country’s natural resources. The new rule also
sought to reduce the rate of abandonment of mature fields that, whilst not commercially attractive to the
international oil companies, would instead constitute the core of Nigerian companies’ portfolios.
Marginal fields are defined in the Guidelines for Farm-out and Operation of Marginal Fields issued by the
Ministry of Petroleum Resources in November 2013 as fields that have reserves reported annually to the
DPR and have remained unproduced for over 10 years. Specified marginal fields have some or all of the
following characteristics:
• are not considered by licence holders for development because of assumed economics under
prevailing fiscal and market conditions;
• have had at least one successful exploratory well drilled on the structure and have been reported as oil
and gas discoveries for more than 10 years, with no follow-up appraisal or development effort;
• have crude oil characteristics different from current streams, which cannot be profitably produced
through conventional methods or current technology;
• have high gas and low oil reserves;
• have been abandoned by the leaseholders for upwards of three years for economic reasons; and
• the present leaseholders may consider farming out due to portfolio rationalisation.
The initial bidding-round for marginal fields was held in 2003, under the Guidelines on Farm-out and
Operation of Marginal Fields (August 2001), where 24 ‘‘marginal’’ licences were awarded to 31 Nigerian
companies. Whilst these companies were permitted to enter into agreements with international oil and gas
companies for assistance with financing and technical support, such international companies are not
permitted to hold more than a 40 per cent. participating interest in the marginal fields.
Notwithstanding a decade-long effort by the Nigerian government, only seven out of the 24 fields have
been brought onstream and they contribute little to overall production. It is estimated that, at the end of
2012, indigenous companies accounted for less than 5 per cent. of Nigeria’s total oil production. Given the
Nigerian government’s declared commitment to increase Nigerian operated production at a faster and
more effective scale, the number and the frequency of marginal licences up for sale is expected to increase
in the upcoming years.
Nigeria is the only country in sub-Saharan Africa with a home-grown E&P industry. Since 2003, successive
licencing rounds in Nigeria have witnessed an increased participation from Nigerian companies. The last
licencing round in 2007 was characterised by a large number of Nigerian companies bidding for the 41
blocks on offer. The Nigerian government continues to remain committed to promoting Nigerian
participation in the sector through policies such as the Nigerian Content Act and the proposed PIB, as
such Nigerian companies are viewed as being pivotal to the development of Nigeria’s oil sector. On
28 November 2013, the Nigerian government announced the opening of a second marginal oil field
licensing round which is aimed at deepening the participation of indigenous oil companies in the upstream
sector of the oil and gas industry. A total of 31 fields were announced to be on offer with 16 of them
located onshore and the remaining 15 located on the continental shelf.

127
3.2 International oil companies’ assets divestment processes
Alongside the marginal field development programme noted in section 3.1 above, it is expected that
international oil companies will continue with the process of divesting oil blocks, particularly those located
onshore, in swampland or in shallow waters. In an effort to rationalise portfolios and achieve economies of
scale, most of the large international oil companies have gradually shifted their operational focus to larger
discoveries, often taking them further offshore and in deeper water ranges where they still possess
technological and capital advantages over domestic oil companies. Examples of such potential divestitures
currently in progress include those by Chevron Nigeria, an affiliate of Chevron Corporation, and by Shell,
which, following a strategic review of its portfolio in the eastern Niger Delta, announced its intention to
divest its interests in four additional onshore blocks in Nigeria, namely OMLs 18, 24, 25 and 29.
These developing trends may provide attractive opportunities for Nigerian companies to gain access to
ready-to-drill discoveries located onshore, in swamp land or in shallow waters and achieve material
increases in scale.

128
 PART X
SELECTED FINANCIAL INFORMATION AND LETTERS REGARDING THE GOING CONCERN
STATUS OF THE GROUP
Section A — Selected financial information
The tables below set forth selected financial information of the Group for the periods indicated. The
selected financial information for the three years ended 31 December 2013, 2012 and 2011 has been
extracted without material adjustment from Part XII: ‘‘Financial Information on the Group’’, Section B of
this Prospectus.
The selected financial information should be read in conjunction with the financial statements referred to
above and the notes thereto and with Part XI: Operating and Financial Review of this Prospectus.
Investors are advised to read the whole Prospectus and not to rely on this selected financial information.

Consolidated statements of comprehensive income

Year ended
31 December
2013 2012 2011
(US$ millions)
Revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 880.2 624.5 451.3
Cost of sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (330.9) (250.3) (206.4)
Gross profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 549.3 374.2 245.0
General and administrative expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (72.0) (48.3) (56.9)
Other operating income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.4 2.2 —
(Loss)/gain on foreign exchange . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.5 1.9 (0.2)
Fair value movement in contingent consideration . . . . . . . . . . . . . . . . . . . . . (0.5) (0.1) (8.6)
Operating profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 478.7 329.9 179.3
Finance income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.7 1.8 —
Finance charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (21.8) (36.0) (24.9)
Profit before taxation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 457.5 295.7 154.5
Taxation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 92.7 (186.6) (101.0)
Profit for the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 550.3 109.1 53.4
Other comprehensive income
Other comprehensive income to be reclassified to profit or loss in subsequent
periods:
Foreign translation difference . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.1 — —
TOTAL COMPREHENSIVE INCOME FOR THE YEAR . . . . . . . . . . . . . . . 550.3 109.1 53.4

Consolidated statements of financial position

As at
31 December
2013 2012 2011
(US$ millions)
Assets
Non-current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 694.6 426.6 358.4
Current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 623.0 473.6 312.8
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,317.6 900.2 671.2
Equity
Share capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.3 0.7 0.7
Capital contribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40.0 40.0 40.0
Retained earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 690.8 141.2 66.1
Foreign translation reserve . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.1 — —
Total equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 732.2 181.9 106.8
Liabilities
Non-current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 144.3 281.5 311.9
Current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 441.1 436.8 252.5
Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 585.4 718.3 564.4
Total equity and liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,317.6 900.2 671.2

129
Consolidated statements of cash flows
Year ended
31 December
2013 2012 2011
(US$ millions)
Net cash flows from operating activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . 291.2 51.0 218.0
Net cash flows from investing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (220.0) (76.0) (4.5)
Net cash flows from financing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42.1 (120.1) (42.3)
Net change in cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . 113.4 (145.1) 171.2
Cash and cash equivalents — beginning of year . . . . . . . . . . . . . . . . . . . . . . . 56.3 201.8 30.4
Net foreign exchange difference . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (0.2) (0.3) 0.2
Cash and cash equivalents — end of year . . . . . . . . . . . . . . . . . . . . . . . . . . . 169.5 56.3(1) 201.8

Note:

(1) As at 31 December 2012, cash and cash equivalents of US$56.3 million excludes US$98 million of restricted cash received from
one of the Company’s shareholders (MPI), which was to have been used for the purposes of a potential acquisition. During
January 2013, this amount was returned to MPI as the transaction did not occur.

Other financial data

Year ended
31 December
2013 2012 2011
(US$ millions)
EBITDA(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 509.6 364.8 243.3
Adjusted EBITDA(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 511.6 366.9 251.7
Funds Flow From Operations(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 402.0 249.2 219.6

Notes:

(1) ‘‘EBITDA’’ is defined as net profit before taxation, finance income, finance charges, depreciation and amortisation, and
impairment of property, plant and equipment. ‘‘Adjusted EBITDA’’ is defined as EBITDA adjusted to exclude gains or losses on
foreign exchange and fair value movement in contingent consideration. The Company believes that EBITDA is useful for
investors to evaluate its operating performance compared to that of other companies in the same industry as EBITDA eliminates
the effects of factors unrelated to overall operating performance, including financing, income taxes and the accounting effects of
capital spending. The Company believes Adjusted EBITDA and the adjustments made in calculating Adjusted EBITDA provide
useful information to investors in evaluating its operating performance because Adjusted EBITDA provides additional
information regarding the Company’s ability to service and/or incur debt and eliminates the effect of gains or losses on foreign
exchange, which are not indicative of operating performance on an ongoing basis. EBITDA and Adjusted EBITDA are not IFRS
measures and the Company’s calculations of these measures may not be comparable to those of other similarly titled measures
provided by other companies. Accordingly, when analysing the Company’s operating performance, investors should not consider
EBITDA and Adjusted EBITDA in isolation or as substitutes for net profit, cash flows from operating activities or other
statement of comprehensive income or statement of cash flow data prepared in accordance with IFRS. Set forth below is a
reconciliation of EBITDA and Adjusted EBITDA to net profit, which is the most closely related IFRS measure.

Year Ended
31 December
2013 2012 2011
(US$ millions)
Net profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 550.3 109.1 53.4
Adjustments:
Taxation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (92.7) 186.6 101.0
Finance income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (0.7) (1.8) —
Finance charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21.8 36.0 24.9
Depreciation and amortisation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31.0 35.0 64.0
EBITDA(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 509.6 364.8 243.3
(Loss)/gain on foreign exchange . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.5 1.9 (0.2)
Fair value movement in contingent consideration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.5 0.1 8.6
Adjusted EBITDA(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 511.6 366.9 251.7

(2) ‘‘Funds Flow From Operations’’ or ‘‘FFFO’’ is defined as net cash flows from operating activities before changes in working capital.
The Company believes that FFFO is useful to investors in evaluating the Company’s operating performance compared to that of
other companies in the same industry, as it demonstrates the Company’s ability to generate the cash necessary to repay debt or
fund future growth through capital investment. FFFO is not an IFRS measure. Accordingly, when analysing the Company’s
operating performance, investors should not consider FFFO in isolation or as a substitute for net profit, net cash flows from

130
operating activities or other statement of comprehensive income or statement of cash flow data prepared in accordance with
IFRS. The Company’s calculation of FFFO is not necessarily comparable to that of other similarly titled measures provided by
other companies. Set forth below is a reconciliation of FFFO to net cash flows from operating activities, which is the most closely
related IFRS measure.

Year ended
31 December
2013 2012 2011
(US$ millions)
Net cash flows from operating activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 291.2 51.0 218.0
Changes in working capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 110.8 198.2 1.6
Funds Flow From Operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 402.0 249.2 219.6

131
Section B — Letter from Ernst & Young Nigeria regarding the going concern status of the Group

Ernst & Young Nigeria Tel: +234 (01) 844 996 2/3
1Oth Floor Fax: +234 (01) 463 0481
UBA House Email: services@ng.ey.com
57, Marina ey.com
Lagos, Nigeria
25MAR201411450540
The Directors
SEPLAT Petroleum Development Company Plc
25a Lugard Avenue
Ikoyi
Lagos, Nigeria
The Directors
Renaissance Securities (Nigeria) Limited
5th Floor
Plot 1B, Keystone Bank Crescent
Off Adeyemo Alakija Street
Victoria Island
Lagos, Nigeria
Stanbic IBTC Capital Limited
I.B.T.C. Place
Walter Carrington Crescent
Victoria Island
Lagos, Nigeria
9 April 2014
Dear Sirs,

CONFIRMATION OF GOING CONCERN STATUS OF SEPLAT PETROLEUM DEVELOPMENT

COMPANY PLC AND ITS SUBSIDIARIES (THE ‘‘GROUP’’)
SEPLAT Petroleum Development Company Plc is in the process of seeking admission of its ordinary
shares to trading on the Official Trading List of the Nigerian Stock Exchange. It is also seeking admission
of its ordinary shares to the Official List of the Financial Conduct Authority of the United Kingdom (by
way of a Standard Listing under chapter 14 of the UK Listing Rules) and to trading on the London Stock
Exchange’s main market for listed securities.
Based on our audit of the financial statements of the Group for the year ended 31 December 2013, we
confirm that nothing has come to our attention that causes us to believe that the Group will not continue
as a going concern in the foreseeable future and therefore consider it appropriate that the directors of the
Company have prepared the financial statements for the year ended 31 December 2013 on a going concern
basis.
This letter has been prepared only for the purposes of compliance with the rules and regulations of the
Nigerian Securities and Exchange Commission.

Yours faithfully,

Ernst & Young

Lagos, Nigeria

A member firm of Ernst & Young Global Limited.

132
Section C — Letter from the Board of Directors regarding the going concern status of
the Group

26APR201316491881
SEPLAT Petroleum Development Company Plc
25a Lugard Avenue
Ikoyi, Lagos
Nigeria
The Directors
Renaissance Securities (Nigeria) Limited
5th Floor
Plot 1B, Keystone Bank Crescent
Off Adeyemo Alakija Street
Victoria Island
Lagos, Nigeria
Stanbic IBTC Capital Limited
I.B.T.C. Place
Walter Carrington Crescent
Victoria Island
Lagos, Nigeria
9 April 2014
Dear Sirs,

CONFIRMATION OF GOING CONCERN STATUS OF SEPLAT PETROLEUM DEVELOPMENT

COMPANY PLC AND ITS SUBSIDIARIES (THE ‘‘GROUP’’)
SEPLAT Petroleum Development Company Plc is in the process of seeking admission of its ordinary
shares to trading on the Official Trading List of the Nigerian Stock Exchange. It is also seeking
admission of its ordinary shares to the Official List of the Financial Conduct Authority of the United
Kingdom (by way of a Standard Listing under chapter 14 of the UK Listing Rules) and to trading on the
London Stock Exchange’s main market for listed securities.
Based on our review of the financial statements of the Group for the year ended 31 December 2013,
we have a reasonable expectation that the Group has adequate resources to continue as a going
concern in the foreseeable future.
This letter has been prepared only for the purposes of compliance with the rules and regulations of the
Nigerian Securities and Exchange Commission.

Yours faithfully,

21MAR201418452197
A.B.C. Orjiako
Chairman
for and on behalf of
the Directors of SEPLAT Petroleum Development Company Plc

Incorporated in the Federal Republic of Nigeria and registered with the Corporate Affairs Commission of Nigeria under number RC 824838.

133
 PART XI
OPERATING AND FINANCIAL REVIEW
The following discussion and analysis of the financial condition and results of operations of the Group is
derived from and should be read in conjunction with Part XII: ‘‘Financial Information on the Group’’ of this
Prospectus and with the information relating to the business of the Group included elsewhere in this Prospectus.
The discussion and analysis contains forward-looking statements that reflect the current view of the Group’s
management and are subject to risks and uncertainties. The Group’s actual results could differ materially from
those expressed or implied by such forward-looking statements as a result of factors discussed below and
elsewhere in this Prospectus, particularly in Part II: ‘‘Risk Factors’’ of this Prospectus.

1. OVERVIEW
SEPLAT is an independent oil and gas exploration and production company incorporated in and with a
strategic focus on Nigeria. On 31 July 2010, it acquired a 45 per cent. interest in, and was appointed
operator of, a portfolio of three onshore producing oil and gas assets located within the Niger Delta.
Under each of OMLs 4, 38 and 41, the Company and NPDC bear joint development and exploration risk
for the properties and fund the operating and capital expenditures proportionately to each party’s
percentage ownership.
Within OMLs 4, 38 and 41, there are six producing fields called Amukpe, Oben, Ovhor, Orogho, Sapele
and Okporhuru. Gross (100 per cent.) operated crude oil production increased from a monthly average of
13.9 Mbpd in August 2010 to 55.1 Mbpd in December 2013 and the Company has increased its 45 per cent.
share of operated crude oil production from a monthly average of 6.3 Mbpd in August 2010 to 24.8 Mbpd
in December 2013. All of the oil currently produced by OMLs 4, 38 and 41 is light quality crude oil known
as the ‘‘Forcados Blend’’ that currently attracts a premium to Brent crude oil prices.
DMCL estimates that as at 31 October 2013 the Company had from OMLs 4, 38 and 41 total working
interest proved plus probable (2P) oil and condensate reserves of 101,756 Mbbl and total working interest
best estimate oil and condensate 2C contingent resources of 60,467 Mbbl. The Company also has total
working interest 2P gas reserves of 573,469 MMcf and total working interest gas 2C contingent resources
of 104,693 MMcf from OMLs 4, 38 and 41.
On 1 June 2013, Newton Energy, a wholly-owned subsidiary of the Company, entered into an agreement
with Pillar Oil to acquire (subject to the consent of the Minister and receipt of other necessary
governmental approvals) a 40 per cent. participating interest in the Umuseti/Igbuku Fields and in doing so
has added approximately 9,723 Mbbl to the Group’s 2P oil and condensate reserves and 89,800 MMcf of
gas.
The key trends in the financial statements of the Group during the years ended 31 December 2013,
31 December 2012 and 31 December 2011 are as follows:
• Revenues increased by US$255.7 million to US$880.2 million for the year ended 31 December 2013
from US$624.5 million for the year ended 31 December 2012 due to sustained growth in crude oil
production. Annual revenues increased by US$173.2 million to US$624.5 million in 2012 from
US$451.3 million in 2011 primarily as a result of rising production levels of crude oil and, to a lesser
extent, natural gas;
• Operating profit increased by US$148.8 million to US$478.7 million for the year ended 31 December
2013 from US$329.9 million for the year ended 31 December 2012 as revenues outpaced the costs of
production. Annual operating profit increased by US$150.6 million to US$329.9 million in 2012 from
US$179.3 million in 2011 as sales increased at a significantly greater rate than the associated operating
and depreciation expenses;
• Profit for the year increased by US$441.2 million to US$550.3 million for the year ended 31 December
2013 from US$109.1 million for the year ended 31 December 2012. Profit for the year grew by
US$55.7 million to US$109.1 million in 2012 compared to US$53.4 million in 2011;
• Cash flows from operating activities increased by US$240.2 million to US$291.2 million for the year
ended 31 December 2013 from US$51.0 million for the year ended 31 December 2012. Cash flows
from operating activities decreased by US$167.0 million to US$51.0 million in 2012 compared to
US$218.0 million in 2011;

134
• Total capital expenditures were US$230.3 million for 2013, US$116.3 million for 2012 and
US$12.0 million for 2011. See section 6 of this Part XI below for further details;
• Net financial indebtedness was US$141.1 million at 31 December 2013, US$191.3 million at
31 December 2012 and US$99.8 million at 31 December 2011. See section 7 of this Part XI below for
further details; and
• As at 31 December 2013, cash and cash equivalents were US$169.5 million. Debt is currently drawn
under a US$550 million senior secured credit facility.

2. RECENT DEVELOPMENTS
SPDC Assets Bid
SPDC is currently managing a disposal process in which it is seeking to dispose of the 45 per cent.
participating interest held by SPDC (30 per cent.), TOTAL (10 per cent.) and AGIP (5 per cent.) in a
number of shallow swamp oil mining licences in the Niger Delta and the 100 km long Nembe Creek trunk
line in the Niger Delta (the ‘‘NCTL’’). Two of these oil mining licences are OML 24 and OML 29.
The Group is part of a consortium which has bid to acquire the above-mentioned 45 per cent. participating
interest in OML 24 (the ‘‘OML 24 Bid’’). It is also part of a different consortium which has bid to acquire
the above-mentioned participating interest in OML 29 (the ‘‘OML 29 Bid’’) and the NCTL (the ‘‘NCTL
Bid’’). Both OML 24 and OML 29 have an expiry date of 30 June 2019. Details of the consortium
arrangements are set out in Part XVII ‘‘Additional Information’’, sections 10.7.23 and 10.7.24 of this
Prospectus.
On 25 February 2014, the OML 24 Consortium and the OML 29 Consortium submitted final bids to SPDC
to acquire the 45 per cent. participating interest held by SPDC, TOTAL and AGIP in OML 24 and OML
29 respectively. The OML 29 Consortium also at the same time submitted a final bid to SPDC to acquire
the 45 per cent. participating interest held by SPDC, TOTAL and AGIP in the NCTL. In accordance with
the bidding procedures laid down by SPDC, the OML 24 Consortium (in respect of the OML 24 Bid) and
the OML 29 Consortium (in respect of the OML 29 Bid and the NCTL Bid) have paid a deposit into an
escrow account held at a nominated bank in the names of each member of the relevant consortium, SPDC,
TOTAL and AGIP. The Group’s aggregate share of the deposit amount for the OML 24 Bid, the OML 29
Bid and the NCTL Bid was between US$150 million and US$175 million. The Group is unable to disclose
the bid prices (including the exact deposit amounts) of the OML 24 Consortium (in respect of OML 24)
and the OML 29 Consortium (in respect of OML 29 and the NCTL), due to confidentiality restrictions
imposed on the Group and the strong likelihood that such disclosure would place its bids for these assets at
a material competitive disadvantage.
If the OML 24 Consortium (in respect of OML 24) signs definitive legal documentation to acquire the
45 per cent. participating interest held by SPDC, TOTAL and AGIP and/or the OML 29 Consortium (in
respect of OML 29 and/or the NCTL) signs definitive legal documentation to acquire the 45 per cent.
participating interest held by SPDC, TOTAL and AGIP then the relevant portion of the aggregate deposit
amount will be released to SPDC, TOTAL and AGIP and will form part of the applicable purchase price.
If the OML 24 Consortium (in respect of OML 24) and/or the OML 29 Consortium (in respect of OML 29
and/or the NCTL) does not sign definitive legal documentation or SPDC does not select them as preferred
bidders then the relevant portion of the aggregate deposit amount will be returned to the members of the
OML 24 Consortium and/or the OML 29 Consortium (as applicable).
SPDC (together with TOTAL and AGIP) is currently in the process of evaluating the OML 24 Bid, the
OML 29 Bid and the NCTL Bid, together with all other bids received from other parties for OML 24,
OML 29 and the NCTL. The Company anticipates that selected preferred and reserve bidders will be
decided shortly as the next stage in the bid process. If the OML 24 Consortium (in respect of the OML 24
Bid) and the OML 29 Consortium (in respect of the OML 29 Bid and the NCTL Bid) are selected as
preferred bidders then the Company expects that the relevant consortium will be asked to conclude final
negotiations with SPDC, TOTAL and AGIP expeditiously. The Company understands that it is currently
envisaged by SPDC that signature of definitive legal documentation in respect of the sale of these assets
and closing will occur prior to 30 June 2014. Any definitive legal documentation to acquire the 45 per cent.
participating interest held by SPDC, TOTAL and AGIP in respect of OML 24, OML 29 and/or the NCTL
will be subject to, amongst other things, the consent of NNPC and the Minister and would likely require
the Company to indemnify the sellers against environmental and other liabilities relating to the period
prior to closing. SPDC is currently the operator of both OML 24 and OML 29. Any decision regarding a

135
new operator to replace SPDC following a successful disposal of its interests would be subject to
negotiation and agreement between the relevant parties, including NNPC.
The Company understands that the reserves and resources of OMLs 24 and 29 are substantial. A successful
acquisition of the 45 per cent. participating interest held by SPDC, TOTAL and AGIP in OML 24 and/or
OML 29 could result in the Group enlarging its oil and gas resources by up to 300 per cent. If the
Company is successful in the SPDC Assets Bid, it (or one of its subsidiaries) would be required to enter
into significant new debt facilities. The probable amount of such debt facilities required to fund the
Group’s aggregate share of the consideration payable in respect of the SPDC Assets Bid (if successful)
would be up to US$1 billion, dependent on any final purchase price agreed with SPDC, TOTAL and AGIP.
Any final decision to sell their 45 per cent. participating interest or to select a preferred bidder in respect
of OML 24, OML 29 and/or the NCTL will be at the discretion of SPDC, TOTAL and AGIP and the
Group cannot be certain that the OML 24 Consortium (in respect of the OML 24 Bid) and the OML 29
Consortium (in respect of the OML 29 Bid and the NCTL Bid) will be selected as the preferred or reserve
bidder or that any transaction between the OML 24 Consortium and/or the OML 29 Consortium and
SPDC, TOTAL and AGIP will be executed.

CNL Assets Acquisition

On 29 November 2013, the Company, AMNI and BelemaOil entered into the CNL Assets SPA to acquire
a 40 per cent. participating interest in the CNL Assets for total cash consideration of US$800 million. In
addition, the Company, AMNI and BelemaOil have entered into the CNL Assets Consortium Agreement
pursuant to which they have agreed to allocate OMLs 52, 53 and 55 and the consideration owing to CNL
between them so that: (i) the Company acquires a 40 per cent. participating interest in OML 53 for total
cash consideration of US$300 million; (ii) AMNI acquires a 40 per cent. participating interest in OML 52
for total cash consideration of US$170 million; and (iii) BelemaOil acquires a 40 per cent. participating
interest in OML 55 for total cash consideration of US$330 million. The CNL Assets Acquisition is subject
to the satisfaction of a number of conditions precedent, which include the consent of the Minister, and will,
assuming satisfaction of the conditions precedent, have an effective date of 1 July 2013. The CNL Assets
Acquisition is currently the subject of legal proceedings brought by Brittania U, an unsuccessful bidder for
the CNL Assets, and the parties are currently unable to proceed further with the transaction as a result of
an injunction obtained by Brittania U from the Nigerian Federal High Court in Lagos. Further details in
respect of these legal proceedings are set out in Part VI: ‘‘Letter from the Chairman and Information on
the Group’’, section 15.

Afrexim Facility draw-down

On 19 February 2014, the Company utilised the remaining available commitment of US$215 million under
the Afrexim Facility, with the intention that such funds be available for the SPDC Assets Bid or the CNL
Assets Acquisition. For a more detailed description of the Afrexim Facility, please see Part XVII:
‘‘Additional Information’’, section 10.6.1 of this Prospectus.

Zenith Facility Agreement

On 27 February 2014, the Company agreed the terms of a five-year facility agreement with Zenith
Bank Plc (the ‘‘Zenith Facility Agreement’’). The total commitment under the facility, US$200 million, was
drawn on 27 February 2014 in order to partially finance the Group’s aggregate share of the deposit amount
for the OML 24 Bid, the OML 29 Bid and the NCTL Bid. The Company has agreed to grant security over
substantially all of its assets to secure amounts owed under the Zenith Facility Agreement. For a more
detailed description of the Zenith Facility Agreement, please see Part XVII: ‘‘Additional Information’’,
section 10.6.4 of this Prospectus.

Pioneer tax status

In February 2014, but with effect from 1 January 2013 and reflected in the Group’s consolidated financial
statements as at and for the year ended 31 December 2013, the Company was granted the pioneer tax
status incentive by the Nigerian Investment Promotion Commission for a five-year period, during which
time the Company is exempt from petroleum profits tax on crude oil profits, corporate income tax on
natural gas profits and education tax. The applicable crude oil tax rate for the Company under the
Petroleum Profits Tax Act will increase to 85 per cent. on 1 January 2018. Newton Energy was also granted

136
pioneer tax status for a five-year term effective 1 June 2013. For further details on the pioneer tax status,
see Part VI: ‘‘Letter from the Chairman and Information on the Group’’, section 7.5 of this Prospectus.

3. KEY FACTORS AFFECTING THE GROUP’S RESULTS OF OPERATIONS AND FINANCIAL

CONDITION
The results of the Group’s operations and financial condition have been, and will continue to be, affected
by many factors, some of which are beyond the Group’s control. This section sets out certain key factors
that affected the Group’s results of operations and financial condition in the periods under review and
could affect its results of operations and financial condition in the future.

Price of crude oil

The Group’s results of operations are influenced significantly by crude oil prices. Prices for oil are based
on world supply and demand and a number of other factors, including government regulation, social and
political conditions and the weather. Crude oil prices have historically been highly volatile and are likely to
be volatile in the future.
The prices for oil produced by the Company are related to the price of Brent crude oil in world markets
and the Company does not hedge its exposure to such fluctuations. According to Thomson Reuters
Datastream, Brent crude prices increased from an average price of US$111.40 per barrel in 2011 to an
average price of US$111.66 per barrel in 2012 and subsequently decreased to an average price of
US$108.69 per barrel in 2013. These changes reflect, among other factors, an increase in worldwide
demand, particularly in the United States and Asia, heightened geopolitical uncertainty in many areas of
the world and supply concerns in the Middle East and other key producing regions.
The Company currently sells all oil that it produces to Shell Trading at market prices calculated in
accordance with the terms of the Off-take Agreement. The following chart presents historical information
on Brent and Forcados crude oil prices, and illustrates that Forcados crude oil prices have remained above
those of Brent for the entire period from 1 January 2011 to 31 December 2013:
140

130

120
Crude Oil Price (US$/bbl)

110

100

90

80

70

60
Jan-11 May-11 Sep-11 Jan-12 May-12 Sep-12 Jan-13 May-13 Sep-13 Jan-14

Brent price Forcados price 11MAR201416095662

Source: Thomson Reuters Datastream

137
The following chart presents historical information on the Forcados crude oil price premium relative to
Brent crude oil prices, illustrating an average premium of approximately 3 per cent. over the period from
1 January 2011 to 31 December 2013:
5.00 5%

4.50

4.00 4%

Forcados Premium (%)

Forcados Premium (US$/bbl)

3.50

3.00 3%

2.50

2.00 2%

1.50

1.00 1%

0.50

0.00 0%
Jan-11 Apr-11 Jul-11 Oct-11 Jan-12 Apr-12 Jul-12 Oct-12 Jan-13 Apr-13 Jul-13 Oct-13 Jan-14

Forcados Premium to Brent (US$/bbl) Forcados Premium to Brent (%) 11MAR201416100501

Source: Thomson Reuters Datastream

For the year ended 31 December 2013, 100 per cent. of the Company’s crude oil production was Forcados
blend, which sold at an average premium to Brent crude of US$3.95 per barrel in the year ended
31 December 2013 and US$3.11 in the year ended 31 December 2012. Prices for Forcados blend have
decreased to an average of US$112.64 per barrel for the year ended 31 December 2013 from US$114.77
per barrel for the year ended 31 December 2012, which has had a modestly adverse impact on the
Company’s net revenue, net cash flows from operating activities and net income.

Production
Since acquiring a 45 per cent. participating interest in OMLs 4, 38 and 41 on 31 July 2010, the Company
has increased crude oil production volumes by drilling additional wells on its existing properties and by
employing advanced and proven technologies to increase production even further. The Company’s
revenues and net income depend upon its crude oil production levels, which may be affected by factors
including pipeline sabotage, recognition of oil production volumes by SPDC and production downtime due
to planned maintenance.
Natural gas production has been sold into the local gas market in accordance with a domestic supply
obligation. For the years ended 31 December 2011 and 2012, the Company was paid a weighted average of
US$0.84/Mscf for its domestic supply obligation. For the year ended 31 December 2013, the Company was
paid a weighted average of US$0.91/Mscf for its domestic supply obligation.

138
The following table presents the oil and gas production from OMLs 4, 38 and 41 for the periods indicated:

Year ended 31 December

2013 2012 2011

CRUDE OIL PRODUCTION

100% Joint Venture (OMLs 4, 38 and 41)
Operated Production(1)
Production for the period (MMbbl) . . . . . . . . . . . . . . .............. 18.8 12.1 11.5
Average daily production for the period (Mbpd) . . . . . .............. 51.4 33.1 31.4
Reconciled Production(2)
Production for the period (MMbbl) . . . . . . . . . . . . . . .............. 16.9 10.8 9.4
Average daily production for the period (Mbpd) . . . . . .............. 46.2 29.4 25.7
Deductions: Operated and Reconciled Production (%) . .............. 10.1% 11.0% 18.0%
45% Working Interest
Operated Production(1)
Production for the period (MMbbl) . . . . . . . . . . . . . . .............. 8.4 5.4 5.2
Average daily production for the period (Mbpd) . . . . . .............. 23.1 14.9 14.1
Reconciled Production(2)
Production for the period (MMbbl) . . . . . . . . . . . . . . .............. 7.6 4.8 4.2
Average daily production for the period (Mbpd) . . . . . .............. 20.8 13.2 11.6
NATURAL GAS PRODUCTION
100% Joint Venture (OMLs 4, 38 and 41)
Production for the period (bcf) . . . . . . . . . . . . . . . ................. 36.2 36.3 41.9
Average daily production for the period (MMscfd) . . ................. 99 99 115
45% Working Interest
Production for the period (bcf) . . . . . . . . . . . . . . . ................. 16.3 16.3 18.9
Average daily production for the period (MMscfd) ................. 45 45 52
Notes:

(1) ‘‘Operated Production’’ means production volumes measured at the flow station for the period from 1 January 2011 to
31 October 2011 and production volumes measured at the LACT Unit for the period from 1 November 2011 to 31 December
2013, following the installation of the LACT Unit at the Rapele injection point into the Trans-Forcados Pipeline.

(2) ‘‘Reconciled Production’’ means production volumes recognised by SPDC as crude oil received at the Forcados Terminal after
processing, which accounts for losses occurring during transportation along the Trans-Forcados Pipeline due to vandalism, theft
and sabotage.

The Company had a working interest share of Operated Production of 8.4 MMbbl for the year ended
31 December 2013, 5.4 MMbbl for the year ended 31 December 2012 and 5.2 MMbbl for the year ended
31 December 2011, equivalent to an average daily share of Operated Production of 23.1 Mbpd for 2013,
14.9 Mbpd for 2012 and 14.1 Mbpd for 2011. The Company had a working interest share of Reconciled
Production of 7.6 MMbbl for the year ended 31 December 2013, 4.8 MMbbl for the year ended
31 December 2012 and 4.2 MMbbl for the year ended 31 December 2011, equivalent to an average daily
share of Reconciled Production of 20.8 Mbpd for 2013, 13.2 Mbpd for 2012 and 11.6 Mbpd for 2011.
Working interest gas production from the assets was 16.3 bcf for the year ended 31 December 2013,
16.3 bcf for the year ended 31 December 2012 and 18.9 bcf for the year ended 31 December 2011.
The following chart presents historical data on the crude oil volumes deducted from the Company’s share
of Operated Production to reach its share of the working interest Reconciled Production, equating to an
average monthly deduction of 18.0 per cent. over the period from 1 January 2011 to 31 December 2011. As

139
a result of an agreement signed with SPDC on 27 February 2013, the average monthly deduction was
approximately 10.5 per cent. over the period from 1 January 2012 to 31 December 2013.
5.0 25%
4.5
4.0 20%

Deduction Percentage
3.5
3.0 15%
Mbpd

2.5
2.0 10%
1.5
1.0 5%
0.5
0.0 0%
Jan-11 May-11 Sep-11 Jan-12 May-12 Sep-12 Jan-13 May-13 Sep-13 Jan-14

Deductions Deductions % Linear (Deductions %) 12MAR201421515071

Oil and gas reserves

As at 31 October 2013, DMCL estimates the Company’s 45 per cent. working interest crude oil proved
reserves from OMLs 4, 38 and 41 to be 68,063 Mbbl, working interest proved plus probable (2P) reserves
to be 101,756 Mbbl and working interest proved plus probable plus possible (3P) reserves to be
132,210 Mbbl. DMCL further estimates the Company’s 45 per cent. working interest natural gas proved
reserves from OMLs 4, 38 and 41 to be 315,291 MMcf, working interest 2P reserves to be 573,469 MMcf
and working interest 3P reserves to be 670,469 MMcf. The Company’s goal is to replace its crude oil and
gas reserves base on a 1:1 basis going forward.
On 1 June 2013, Newton Energy, a wholly-owned subsidiary of the Company, entered into an agreement
with Pillar Oil Limited to acquire a 40 per cent. participating interest in the Umuseti/Igbuku Fields for
total consideration of up to US$60 million, including the US$50 million payment made in the first half of
2013, and in doing so has added approximately 9,723 Mbbl to the Group’s 2P oil and condensate reserves
and 89,800 MMcf of gas.
The Company’s ongoing strategy to increase its reserves is to build on the significant growth and profit
enhancement opportunities within OMLs 4, 38 and 41—as demonstrated by the 43 MMbbl increase in
working interest 2P reserves from the Okporhuru development—while also pursuing acquisition
opportunities. The Company has achieved its growth to date and will seek to continue to grow by acquiring
non-core assets from international oil companies, while using its strong in-house technical and operational
expertise to grow reserves and production in a cost-effective manner.
The Company’s ability to increase its oil and gas reserves will depend upon a number of factors including
the availability and cost of capital, availability of suitable assets for acquisition, ability to convert the
Company’s current contingent resources into reserves, current and projected oil and gas prices, receipt of
government approvals, access to the property, the costs and availability of drilling rigs and other
equipment, supplies and personnel necessary to conduct these operations, success or failure of activities in
similar areas and changes in the estimates to complete the projects.

Exploration, appraisal and development activities

The Company intends to continue development of its existing properties by improving operational
efficiencies, investing in facilities and infrastructure to increase oil production and positioning itself to
further monetise natural gas resources. New developments for recent discoveries and the completion of
identified development projects will also ensure that the Company is well-positioned to grow both reserves
and production by converting contingent and prospective resources into commercial reserves.
As at 31 October 2013, the Company’s 45 per cent. working interest 2C contingent resources were 60
MMbbl of oil and condensate and 105 bcf of natural gas.

140
SEPLAT’s exploration strategy includes pursuing identified exploration prospects on existing properties
and the acquisition of seismic data where necessary for prospect identification and evaluation. To date, the
Company has identified numerous prospects and leads across OMLs 4, 38 and 41, of which nine have been
selected for further maturation in accordance with the Company’s five-year plan. As at 31 October 2013,
the working interest (statistical aggregate of best estimate) unrisked prospective resources of crude oil
from these nine prospects was 19.7 MMbbl.

Royalties and taxes

Royalties are 20 per cent. of crude oil produced, calculated on a field-by-field basis in accordance with the
Company’s concession agreements, while royalties are 7 per cent. of natural gas revenues. Royalties are
recorded as part of the cost of sales in the Company’s statement of comprehensive income.
From its formation until 31 December 2012, the Company benefited from the new entrant tax rate of
65.75 per cent. of taxable crude oil profits under the Petroleum Profits Tax Act, calculated as revenues less
royalties, non-capital costs, capital depreciation and an investment tax allowance. Taxable profits on
natural gas production were taxed at a corporate income tax rate of 30 per cent. and an education tax was
paid at a rate of 2 per cent. of the Company’s assessable profits.
Effective 1 January 2013, the Company was granted the pioneer tax status incentive by the Nigerian
Investment Promotion Commission for a five-year period, during which time the Company is exempt from
petroleum profits tax on crude oil profits, corporate income tax on natural gas profits and education tax.
The applicable crude oil tax rate for the Company under the Petroleum Profits Tax Act will increase to
85 per cent. on 1 January 2018. Newton Energy was also granted pioneer tax status for a five-year term
effective 1 June 2013. Should the Company acquire additional assets in Nigeria and structure the
acquisition in an appropriate manner, the reduced tax rate of 65.75 per cent. may apply to the taxable
profit generated by such additional assets.
Net qualifying expenditures on capital expenditures incurred during the pioneer period are accumulated
and qualify for initial and annual allowances effective 1 January 2018, while any losses incurred by the
Group during the pioneer period, when certified, may be utilised after the pioneer period. The Group may
have unutilised capital investment allowances in any year after the pioneer period which it can use to offset
future taxes up to an annual limit. Capital expenditure is claimed back over a five-year period. The annual
capital allowance rate is 20 per cent. for the first four years and 19 per cent. for the fifth year. As at
31 December 2013, the Company had approximately US$256.0 million of unutilised capital allowances that
are available to offset future taxes. In addition, taxation instalments paid during 2013 of US$28.7 million
shall be carried forward as a tax credit and utilised in 2018.
The Company is required to pay the NDDC levy currently set at 3 per cent. of budgeted expenditures. The
Company also remits other levies, the most significant of which include OML rents.

4. RESULTS OF OPERATIONS
Revenue
Revenue is principally comprised of revenue from the sale of oil and gas. Revenue from the sale of oil is
recognised when the significant risks and rewards of ownership have been transferred to the customer, as
crude products are lifted by a third party ‘‘free on board’’ at the designated loading facility or lifting
terminals. Gas revenue is recognised when gas passes through the custody transfer point.
Crude oil sales exclude volumes held as inventory at the end of the period. The Company does not hedge
against fluctuations in crude oil prices and revenues are recognised under the ‘‘entitlements’’ method
based on the Company’s 45 per cent. working interest under the relevant licence areas.
During a given period, the excess of the product sold over the Company’s working interest share of
production is termed an overlift and is accounted for as a liability and deducted from crude oil sales
invoiced when recording revenue. Conversely, an underlift is recognised as an asset and the corresponding
revenue is also recorded.
Overlifts and underlifts are initially measured at the market price of oil at the date of lifting, consistent
with the measurement of the sale and purchase. Please see Part XII: ‘‘Financial information on the Group’’
of this Prospectus, note 2.6 for a description of the Company’s accounting policy in respect of overlifts and
underlifts.

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The following table sets forth sales revenues, volumes and pricing information for the periods indicated:

Year ended 31 December

2013 2012 2011
(US$ millions unless otherwise noted)
Revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 880.2 624.5 451.3
Crude oil
Sales revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 862.1 598.3 449.6
Sales volumes (MMbbl)(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.3 5.2 4.2
Average Realised Sales Price (US$/bbl)(2) . . . . . . . . . . . . . . . . . . . . . . . . . 111.10 112.89 114.15
Average Premium (Discount) to Brent Crude (US$/bbl)(3) . . . . . . . . . . . . . 3.93 3.35 3.43
Average Brent Crude Price (US$/bbl) . . . . . . . . . . . . . . . . . . . . . . . . . . . . 108.7 111.7 111.4
Natural Gas
Sales revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ............. 18.1 26.2 1.8
Sales volumes (bcf) . . . . . . . . . . . . . . . . . . . . . . . . . . . . ............. 19.8 31.1 12.7
Average Realised Sales Price (US$/Mscf)(2) . . . . . . . . . . . ............. 0.91 0.84 0.14

Notes:

(1) Sales volumes shown are actual volumes lifted before adjusting for an overlift or underlift. See Part XII: ‘‘Financial Information
on the Group’’ of this Prospectus, note 2.6 for a description of the Company’s accounting policy in respect of overlifts and
underlifts.

(2) Average Realised Sales Price is calculated on sales revenues before adjustments for overlifts or underlifts divided by actual
volumes lifted.

(3) Average Premium (Discount) to Brent crude as published by NNPC for the relevant period.

Year Ended 31 December 2013 Compared with Year Ended 31 December 2012
Total revenues increased by US$255.7 million (41 per cent.) to US$880.2 million in the year ended
31 December 2013 from US$624.5 million in the year ended 31 December 2012, principally due to a
US$263.8 million increase in crude oil revenues that was partially offset by a US$8.2 million decrease in
natural gas revenues, the reasons for which are set out below.
Crude oil revenues increased by US$263.8 million (44 per cent.) to US$862.1 million in the year ended
31 December 2013 from US$598.3 million in the year ended 31 December 2012, principally due to a 41 per
cent. increase in crude oil volumes sold and the recognition in revenue for 2013 of a US$46.8 million
change in lifting position. This increase was partially offset by a US$1.79 per barrel decrease in the average
realised price of crude oil in the year ended 31 December 2013 compared to the year ended 31 December
2012. Working interest Reconciled Production increased by 57 per cent. to 7.6 MMbbl in the year ended
31 December 2013 from 4.8 MMbbl in the year ended 31 December 2012. Five production wells, including
two in OML 41 and three in OML 38, were drilled and completed during 2013. Four of these wells, along
with two wells previously completed in a prior year, were brought into production during the year ended
31 December 2013. Work continued throughout 2013 to optimise production from existing wells by
performing workovers on two natural gas wells, one crude oil well in OML 4 and two crude oil wells in the
Ovhor field, which straddles OML 38 and OML 41. SEPLAT’s share of average daily crude oil Reconciled
Production increased by 57 per cent. to 20.8 Mbpd for the year ended 31 December 2013, compared to
13.2 Mbpd for the year ended 31 December 2012.
The number of barrels sold increased by 41 per cent. to 7.3 MMbbl in the year ended 31 December 2013
from 5.2 MMbbl in the year ended 31 December 2012. The average realised oil price for the year ended
31 December 2013 decreased to US$111.10 per barrel from US$112.89 per barrel for the year ended
31 December 2012.
Natural gas revenues decreased by US$8.2 million (31 per cent.) to US$18.1 million in the year ended
31 December 2013 from US$26.2 million in the year ended 31 December 2012, largely due to a 36 per cent.
decline in natural gas volumes sold.

Year Ended 31 December 2012 Compared with Year Ended 31 December 2011
Total revenues increased by US$173.2 million (38 per cent.) to US$624.5 million in 2012 from
US$451.3 million in 2011, principally due to a US$148.7 million increase in crude oil revenues and a
US$24.5 million increase in natural gas revenues, the reasons for which are set out below.

142
Crude oil revenues increased by US$148.7 million (33 per cent.) to US$598.3 million in 2012 from
US$449.6 million in 2011, principally due to a 25 per cent. increase in crude oil volumes sold and the
recognition in revenue for 2012 of a US$12.7 million change in lifting position. This increase was partially
offset by a US$1.26 per barrel decrease in the average realised price of crude oil in 2012 compared to 2011.
In 2012, working interest Reconciled Production increased by 15 per cent. to 4.8 MMbbl in 2012 from 4.2
MMbbl in 2011. Two production wells in OML 38 and one production well in OML 4 were drilled and
completed during 2012. All of these wells were brought on production during 2012. Work continued
throughout the year to optimise production from existing wells by performing workovers on five wells in
OML 4 and three wells in OML 41. SEPLAT’s share of average daily crude oil Reconciled Production
increased by 14 per cent. to 13.2 Mbpd in 2012 from 11.6 Mbpd in 2011.
The number of barrels sold increased by 25 per cent. to 5.2 MMbbl in 2012 from 4.2 MMbbl in 2011. The
average realised oil price in 2012 decreased by 1 per cent. to US$112.89 per barrel from US$114.15 per
barrel in 2011.
Natural gas revenues increased by US$24.5 million to US$26.2 million in 2012 from US$1.8 million in
2011, largely due to a US$12.6 million increase in natural gas revenues and the recognition of sales
amounting to US$9.4 million for 2011 and US$2.5 million for 2010 following the finalisation of the sales
and pricing agreement in June 2012.

Cost of Sales
Cost of sales is comprised of costs directly attributable to the production of oil and associated gas,
including royalties, insurance, power and fuel oil costs, facilities maintenance and other third-party
contracts related to drilling rig maintenance. Cost of sales also includes the depreciation on producing
assets, which is charged on a unit of production basis based on proved reserves.
The following table sets out a summary of the Company’s cost of sales for the periods indicated:

Year ended
31 December
2013 2012 2011
(US$ millions)
Crude handling fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32.0 23.6 23.6
Royalties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 191.9 108.5 86.4
Niger Delta Development Commission (‘‘NDDC’’) levy . . . . . . . . . . . . . . . . . . 12.7 6.1 3.9
Depreciation on producing assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27.9 32.8 62.6
Rig related costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27.0 44.8 9.1
Other field expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39.5 34.6 20.9
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 330.9 250.3 206.4

Year Ended 31 December 2013 Compared with Year Ended 31 December 2012
Cost of sales increased by US$80.6 million (32 per cent.) to US$330.9 million in the year ended
31 December 2013 from US$250.3 million in the year ended 31 December 2012. The change is primarily
due to: (i) an increase in royalties of US$83.4 million that corresponds to the rise in oil production in 2013;
(ii) an increase in crude handling fees of US$8.4 million due to improved production volumes; (iii) an
increase in the levy imposed by the NDDC of US$6.6 million due to higher budgeted capital expenditures
associated with ongoing field development; and (iv) an increase in other field expenses of US$4.9 million,
partially offset by a decrease in rig expenditures of US$17.8 million.
Direct operating costs are those relating to crude handling fees, rig-related costs (including payments to
Cardinal, a related party) and other field expenses. The direct operating cost per barrel of working interest
Operated Production decreased to US$11.66 per barrel in the year ended 31 December 2013 from
US$18.90 per barrel in the year ended 31 December 2012, principally due to reduced work-over activity
and a development programme targeting new production wells during 2013.
Depreciation on producing assets decreased by US$4.9 million (15 per cent.) to US$27.9 million in the
year ended 31 December 2013 from US$32.8 million in the year ended 31 December 2012. Depreciation
expense per barrel of working interest Operated Production decreased to US$3.30 per barrel in the year
ended 31 December 2013 from US$6.02 per barrel in the year ended 31 December 2012.

143
Year Ended 31 December 2012 Compared with Year Ended 31 December 2011
Cost of sales increased by US$43.9 million (21 per cent.) to US$250.3 million in 2012 from
US$206.4 million in 2011. The change is primarily due to: (i) an increase in royalties of US$22.1 million
that corresponds to the rise in oil production and gas revenues in 2012; (ii) an increase in rig expenditures
of US$35.7 million due to significant production and maintenance workover activity that occurred
throughout 2012; (iii) an increase in other field expenses of US$13.7 million due to support ongoing
operations and development of OML 38; and (iv) an increase in the levy imposed by the NDDC of
US$2.2 million due to an increase in budgeted capital expenditures associated with ongoing field
development. The direct operating cost per barrel of working interest Operated Production increased to
US$18.90 per barrel in 2012 from US$10.38 per barrel in 2011 due to planned work-over activity on
existing wells in 2012.
Depreciation on producing assets decreased by US$29.8 million (48 per cent.) to US$32.8 million in 2012
from US$62.6 million in 2011. During 2012, an independent reserve engineer determined that proved plus
probable reserves increased substantially, including the 23 MMbbl increase from the approval of the
Okporhuru field development plan, leading to a significant decrease in the depreciation rate per barrel
used for financial statement purposes. Depreciation expense per barrel of working interest Operated
Production decreased to US$6.02 per barrel in 2012 from US$12.13 per barrel in 2011.

General and administrative expenses

General and administrative expenses primarily consist of staff costs, consultant fees, professional fees,
directors’ emoluments, business development expenses, depreciation of property, plant and equipment for
non-oil and gas assets and other administrative expenses. Professional fees represent payments made to
third-party consultants, advisers and auditors. Other general and administrative expenses include office
costs, IT consumables and travel costs. Certain staff costs, such as wages, are not recorded as
administrative expenses, but are capitalised where they are deemed to be directly attributable to
development activities.
The following table sets out a summary of the Company’s general and administrative expenses for periods
indicated: Year ended
31 December
(US$ millions) 2013 2012 2011

Depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3.0 2.1 1.3

Amortisation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.1 0.1 0.1
Professional fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25.5 10.9 0.8
Directors emoluments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.5 4.0 2.1
Donations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 0.3 0.1
Rental expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.3 0.7 0.8
Employee benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13.2 12.3 10.4
Business development . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.1 1.0 31.8
Other general expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21.4 17.0 9.4
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 72.0 48.3 56.9

Year Ended 31 December 2013 Compared with Year Ended 31 December 2012
General and administrative expenses increased by US$23.7 million (49 per cent.) to US$72.0 million in the
year ended 31 December 2013 from US$48.3 million in the year ended 31 December 2012. The change is
principally due to an increase in professional fees of US$14.6 million principally related to the Company’s
preparation for the Global Offer, an increase in directors’ emoluments of US$3.5 million and an increase
in other general expenses of US$4.4 million relating to miscellaneous costs including office maintenance,
telecommunications and logistics.

Year Ended 31 December 2012 Compared with Year Ended 31 December 2011
General and administrative expenses decreased by US$8.5 million (15 per cent.) to US$48.3 million in
2012 from US$56.9 million in 2011. The change is principally due to a decrease in business development
activities of US$30.8 million caused largely by the 2011 expenses including the one-off payment to
Abbeycourt Petroleum Company Limited. This was partially offset by an increase in external adviser fees
of US$10.0 million, including some costs incurred in connection with acquisition opportunities and related

144
to the Company’s preparation for the Global Offer. There was also an increase in other general expenses
of US$7.6 million.

Other operating income

Other income primarily consists of royalty income from a shareholder for producing and lifting from a
marginal field within OMLs 4, 38 and 41. In 2013, the Company recorded US$0.4 million of other income,
compared to US$2.2 million in 2012 and nil in 2011.

(Loss)/gain on foreign exchange

(Loss)/gain on foreign exchange represents the (loss)/gain resulting from exchange rate fluctuations in
respect of transactions entered into in Naira relative to the US dollar. In 2013, the Company recorded a
net gain on foreign exchange of US$1.5 million, compared to a net gain of US$1.9 million in 2012 and a net
loss of US$0.2 million in 2011.

Fair value movement in contingent consideration

Fair value movement in contingent consideration for 2013 relates to the revaluation of the US$10.0 million
contingent consideration payable by Newton Energy upon reaching certain production milestones in the
Umuseti/Igbuku Fields.
Fair value movement in contingent consideration for 2012 and 2011 relates to the revaluation of the
US$33.0 million contingent consideration paid by the Company in July 2012 pursuant to the Agreement
for Assignment in relation to OMLs 4, 38 and 41. Fair value movement in contingent consideration
decreased by US$8.5 million to US$0.1 million in 2012 from US$8.6 million in 2011 as the Company had
largely revalued the contingent consideration to the amount of the anticipated US$33.0 million payment at
31 December 2011.

Finance income and finance charges

Finance income relates to interest income on short term deposits and cash at bank. In 2013, the Company
recorded finance income of US$0.7 million, compared to US$1.8 million in 2012 and nil finance income in
2011. Finance charges primarily consist of interest on bank and shareholder loans and unwinding the
discount to the future value of provisions for decommissioning liabilities. The following table sets out a
summary of the Company’s finance charges for the periods indicated:
Year ended
31 December
(US$ millions) 2013 2012 2011

Shareholder loan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.2 3.4 7.6

Bank loan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15.8 31.1 15.9
Unwinding of discount provision for decommissioning(1) . . . . . . . . . . . . . . . . . . . . 1.8 1.5 1.3
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21.8 36.0 24.9

Note:

(1) See ‘‘Asset Retirement Obligation’’ in section 8 of this Part XI for further details.

Year Ended 31 December 2013 Compared with Year Ended 31 December 2012
In 2013, the Company’s finance charges decreased by US$14.2 million (39 per cent.) to US$21.8 million
from US$36.0 million in 2012. In 2013, interest charges on the bank loan decreased by US$15.2 million
compared to 2012, largely due to lower financing fees payable under the Afrexim Facility since the
outstanding debt under the facility was lower in 2013 compared to 2012.

Year Ended 31 December 2012 Compared with Year Ended 31 December 2011
In 2012, the Company’s finance charges increased by US$11.1 million (45 per cent.) to US$36.0 million in
2012 from US$24.9 million in 2011. In 2012, interest charges on the bank loan increased by
US$15.1 million compared to 2011, largely due to higher financing fees payable under the Afrexim Facility
since the outstanding debt under the facility was higher in 2012 compared to 2011. This increase in bank

145
loan interest was offset by a decrease in interest on the MPI Shareholder Loan of US$4.2 million as the
2012 outstanding debt was lower than 2011 as a result of principal repayments.
A more detailed description of the Company’s debt financing is set out in section 7 below under the
heading ‘‘Liquidity and Financing’’.

Taxation
Income tax expense reflects the sum of current income tax and deferred income tax. Current income tax is
provided at amounts expected to be paid pursuant to Nigerian taxation law. Deferred tax is recognised on
temporary differences arising between the tax base of assets and liabilities and their carrying amounts in
the financial statements. The Company earns capital investment allowances on capital expenditures in
Nigeria and these are charged to deferred income tax in the statement of comprehensive income as tax
benefits are realised. The following table sets out a summary of the Company’s income tax expense for the
periods indicated:
Year ended
31 December
(US$ millions) 2013 2012 2011

Current Tax
Current tax charge for the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 95.4 69.4
Adjustment in respect of prior year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.6 — —
0.6 95.4 69.4
Deferred Tax
Origination and reversal of temporary differences . . . . . . . . . . . . . . . . . . . . . . (93.4) 91.1 31.6
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (92.7) 186.6 101.0

Year Ended 31 December 2013 Compared with Year Ended 31 December 2012
Current tax charge for the year decreased by US$95.4 million to nil in 2013 from US$95.4 million in 2012
as the Company was granted the pioneer status incentive by the Nigerian Investment Promotion
Commission for a five-year period effective 1 January 2013, whereby the Company is exempt from
petroleum profits tax on crude oil profits, corporate income tax on natural gas profits and education tax.
Newton Energy was also granted pioneer tax status for a five-year period from 1 June 2013. Adjustment in
respect of prior year of US$0.6 million relates to a supplemental provision for income taxes relating to
2012.
Origination and reversal of temporary differences changed by US$184.5 million to a US$93.4 million
deferred tax credit in 2013 from a US$91.1 million deferred tax expense in 2012. The deferred tax assets
and liabilities were remeasured to reflect the Group’s new tax status effective 1 January 2013. This
remeasurement has resulted in a nil deferred tax position in the consolidated statement of financial
position and a US$93.4 million deferred tax credit in the consolidated statement of comprehensive income.

Year Ended 31 December 2012 Compared with Year Ended 31 December 2011
Current tax charge for the year increased by US$26.0 million (37 per cent.) to US$95.4 million in 2012
from US$69.4 million in 2011, primarily due to an increase in oil and gas sales, which generated a higher
taxable base for the year, and lower unutilised capital allowances available to reduce taxes.
Origination and reversal of temporary differences increased by US$59.5 million to US$91.1 million in 2012
from US$31.6 million in 2011. The increase was due to temporary differences arising from additional
unutilised capital expenditures since the intangible drilling costs are depreciated at a lower rate for
accounting purposes compared to capital allowances applied for tax purposes.

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5. CASH FLOWS
The following table sets out selected cash flow information for the periods indicated:
Year ended
31 December
2013 2012 2011
(US$ millions)
Net cash flows from operating activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . 291.2 51.0 218.0
Net cash flows from investing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (220.0) (76.0) (4.5)
Net cash flows from financing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42.1 (120.1) (42.3)
Net change in cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . 113.4 (145.1) 171.2
Cash and cash equivalents — beginning of year . . . . . . . . . . . . . . . . . . . . . . . 56.3 201.8 30.4
Net foreign exchange difference . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (0.2) (0.3) 0.2
Cash and cash equivalents — end of year . . . . . . . . . . . . . . . . . . . . . . . . . . . 169.5 56.3 201.8

Note:

As at 31 December 2012, cash and cash equivalents of US$56.3 million excluded US$98 million of restricted cash received from one
of the Company’s shareholders (MPI), which was to have been used for the purposes of a potential acquisition. During January 2013,
this amount was returned to MPI as the transaction did not occur.

Net cash flows from operating activities

Net cash flows from operating activities increased by US$240.2 million to US$291.2 million in 2013
compared to US$51.0 million in 2012. While profit before tax was US$457.5 million in 2013 compared to
US$295.7 million in 2012, the increase was offset by a change in working capital of US$110.8 million in
2013 compared to US$198.2 million in 2012, principally due to an increase in the receivable from the joint
venture partner, NPDC, the recognition of a crude oil underlift position and an increase in advances to
suppliers. Additionally, income taxes paid were US$106.6 million in 2013 compared to US$81.2 million in
2012.
Net cash flows from operating activities decreased by US$167.0 million to US$51.0 million in 2012
compared to US$218.0 million in 2011. While profit before tax was US$295.7 million in 2012 compared to
US$154.5 million in 2011, this increase was offset by a change in working capital of $198.2 million in 2012
compared to US$1.6 million in 2011, largely due to a significant increase in receivables caused mainly by a
timing difference in the receipt of funds from the joint venture partner, NPDC, under the Joint Operating
Agreement during 2012. Additionally, income taxes paid were US$81.2 million in 2012 compared to
US$32.3 million in 2011 and the payment of US$33.0 million in contingent consideration was made in 2012
pursuant to the Agreement for Assignment of the licence areas.

Net cash flows from investing activities

Net cash used in investing activities consists principally of the purchase of producing assets and other
property, plant and equipment. Net cash flows used in investing activities increased by US$144.0 million to
US$220.0 million in 2013 compared to US$76.0 million in 2012.
On 1 June 2013, Newton Energy, a wholly-owned subsidiary of the Company, entered into an agreement
with Pillar Oil to acquire a 40 per cent. participating interest in the Umuseti/Igbuku Fields for total
consideration of up to US$60 million, including the US$50 million payment made in 2013.
Net cash flows used in investing activities increased by US$71.4 million to US$76.0 million in 2012
compared to US$4.5 million in 2011 in connection with the Company’s capital expenditure programme as
described in more detail in section 6 below.

Net cash flows from financing activities

Net cash flows from financing activities changed by US$162.3 million to US$42.1 million in 2013 compared
to net cash flows used in financing activities of US$120.1 million in 2012. Repayments under the Afrexim
Facility were US$68.1 million in 2013 compared to US$54.3 million in 2012. Drawdowns of
US$129.0 million were made in 2013, of which US$60.0 million was drawn under the Afrexim Facility to
finance the acquisition of a 40 per cent. participating interest in the Umuseti/Igbuku Fields and
US$69.0 million was drawn under the FBN Letter of Credit to finance the CNL Assets Acquisition
Deposit. Interest payments of US$18.8 million were made in 2013 compared to US$31.9 million in 2012.

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Net cash flows used in financing activities changed by US$77.9 million to US$120.1 million in 2012
compared to net cash flows used in financing activities of US$42.3 million in 2011. The repayment of funds
drawn under the Afrexim Facility was US$54.3 million in 2012 compared to US$184.3 million in 2011 and
no repayments were made under the MPI Shareholder Loan in 2012 compared to US$106.0 million in
2011. No funds were drawn under the Afrexim Facility in 2012 compared to US$275.0 million in 2011.
Interest payments of US$31.9 million were made in 2012 compared to US$27.0 million in 2011. The
Company also paid dividends of US$34.0 million in 2012 (2011—nil).
A more detailed description of the Company’s recent financing activities is set out in section 7 under the
heading ‘‘Liquidity and Capital Resources’’.

6. CAPITAL EXPENDITURES
The following table sets out the Company’s capital expenditures for the periods indicated:
Year ended
31 December
(US$ millions) 2013 2012 2011

Production and field facilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55.4 4.7 1.8

Plant and machinery . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.8 1.1 0.1
Motor vehicles . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.7 0.8 0.8
Office, IT equipment and fittings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.9 2.3 1.6
Leasehold improvements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.1 0.8 0.1
Assets under construction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 170.4 106.7 7.6
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 230.3 116.3 12.0

Principal work during the year ended 31 December 2013

Total capital expenditures in 2013 were US$230.3 million, including US$57.7 million for the acquisition of
a 40 per cent. participating interest in the Umuseti/Igbuku Fields, partially offset by a US$2.9 million
change in estimate on the decommissioning expenditure. Capital expenditures included drilling costs of
US$98.0 million, largely due to US$61.1 million for the drilling of six appraisal and development wells, two
water injection wells and one exploration well on OML 38 and US$34.0 million for the drilling of three
appraisal and development wells on OML 41. Facilities costs were US$65.1 million, which included
US$38.4 million for the assembly of natural gas facilities, US$19.7 million for manifold construction and
the installation of new flow lines and US$6.9 million relating to the construction of a liquid treatment
facility to extract water from the crude oil produced by the Company.

Principal work during the year ended 31 December 2012

Total capital expenditures in 2012 were US$116.3 million. Capital expenditures included drilling costs of
US$83.4 million, comprised of US$24.7 million for the drilling of two appraisal wells and two water
injection wells on OML 38, US$16.2 million for the drilling of two development wells on OML 4,
US$40.5 million for four appraisal and development wells on OML 41 and US$2.0 million of site
preparation expenditures for future wells. Facilities costs were US$23.5 million, which included
US$10.7 million for the continued construction of a liquid treatment facility to extract water to meet crude
oil export quality standards and US$12.8 million in infrastructure improvements relating to flow line
replacement and wellhead repairs to enhance productive capacity.

Principal work during the year ended 31 December 2011

Total capital expenditures in 2011 were US$12.0 million. Total expenditures relating to production and
field facilities and assets under construction totalled US$9.4 million. These expenditures relate to
development drilling costs of US$0.7 million and facilities costs of US$8.7 million for facility and
infrastructure upgrades to extract basic sediment and water from produced oil.

7. LIQUIDITY AND FINANCING

Liquidity
Liquidity requirements arise principally from the Company’s capital expenditure and working capital
requirements. The Company’s principal source of liquidity has been cash generated from operations and

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liquidity is further bolstered through cash on hand of US$584 million as at 28 February 2014. Cash on hand
includes the Group’s share of the deposit amount for the OML 24 Bid, the OML 29 Bid and the NCTL Bid
referred to in section 2 of this Part XI: ‘‘Operating and Financial Review’’ which is currently held in a
restricted escrow account. It also includes US$215 million drawn by the Company under the Afrexim
Facility on 19 February 2014 with the intention that such funds remain available for the SPDC Assets Bid
or the CNL Assets Acquisition. Net financial indebtedness fluctuates over time due to the variability of
cash receipts, including overdue cash calls relating to NPDC’s share of the annual work programme and
budget in relation to OMLs 4, 38 and 41.
SEPLAT manages its liquidity risk by regularly monitoring its cash flows from operating activities, holding
adequate amounts of cash and cash equivalents and utilising its long-term debt facilities. The Company
transacts with major national banks and does not anticipate any difficulty in accessing cash and cash
equivalents or drawing against committed facilities as and when required. The Company’s financial
strategy has been to fund its liquidity requirements by reinvesting funds from operations and to use existing
credit facilities to fund development and production activities under its five-year business plan.
The following table sets out the Company’s net financial indebtedness as at the dates indicated:

As at
As at 31 December
28 February
2014 2013 2012 2011
(US$ millions)
(1) (2)
Cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 584.3 169.5 56.3 201.8
MPI Shareholder loan—current . . . . . . . . . . . . . . . . . . . . . (48.6) (48.0) (47.0) —
FBN Letter of Credit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (100.9) (69.0) — —
Credit facilities—current . . . . . . . . . . . . . . . . . . . . . . . . . . . (161.6) (72.7) (54.3) (54.3)
Current financial indebtedness . . . . . . . . . . . . . . . . . . . . . . (311.2) (189.7) (101.2) (54.3)
MPI Shareholder loan—non-current . . . . . . . . . . . . . . . . . . — — — (47.3)
Zenith Facility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (200.1) — — —
Credit facilities—non-current . . . . . . . . . . . . . . . . . . . . . . . (251.4) (120.9) (146.4) (200.0)
Non-current financial indebtedness . . . . . . . . . . . . . . . . . . . (451.5) (120.9) (146.4) (247.3)
Net financial indebtedness . . . . . . . . . . . . . . . . . . . . . . . . . (178.3) (141.1) (191.3) (99.8)

Notes:

(1) Includes the Group’s share of the deposit amount for the OML 24 Bid, the OML 29 Bid and the NCTL Bid referred to in
section 2 of this Part XI: ‘‘Operating and Financial Review’’ which is currently held in a restricted escrow account. It also includes
US$215 million which was drawn by the Company under the Afrexim Facility with the intention that such funds remain available
for the SPDC Assets Bid or the CNL Assets Acquisition.

(2) Excludes US$98 million of restricted cash received from one of the Company’s shareholders (MPI), which was to have been used
for the purposes of a potential acquisition. During January 2013, this amount was returned to MPI as the transaction did not
occur.

Financing
Afrexim Facility
On 12 June 2012, the Company and a banking syndicate led by Afrexim entered into a facility agreement
whereby the lenders thereunder agreed to make available to the Company a term loan facility of up to
US$550 million, on the terms and conditions described below. The Afrexim Facility was used to refinance
US$275 million drawn under an Afrexim bridge facility dated 22 July 2011, which in turn was arranged to
refinance US$187 million granted by BNP Paribas pursuant to a bridge loan facility agreement dated
25 June 2010.
As at 31 December 2013, the remaining undrawn capacity under the Afrexim Facility was US$215 million.
The Company must repay the amounts drawn under the Afrexim Facility in instalments by repaying on the
first day of January, April, July and October in each year an amount that reduces the amount of the
outstanding loans by an amount equal to one-twentieth of all loans borrowed and outstanding on the
preceding day. In any event, all amounts must be repaid by 25 August 2016. Amounts drawn under the
Afrexim Facility are subject to interest at a rate equal to the sum of: (i) the applicable margin ranging from
5.00 per cent. to 7.50 per cent.; (ii) LIBOR; and (iii) an additional per annum interest rate, calculated in
accordance with the terms of the Afrexim Facility Agreement, to compensate the lenders under the

149
Afrexim Facility for the cost of complying with the requirements of the Bank of England and/or the FCA
and the requirements of the European Central Bank (if any). Further details of the Afrexim Facility are set
out in Part XVII: ‘‘Additional Information’’, section 10.6.1 of this Prospectus.

FBN Letter of Credit

On 27 September 2013, FBN issued a letter of credit in favour of the Company and US$94.5 million was
drawn under the FBN Letter of Credit for the CNL Assets Acquisition Deposit. Subsequently, AMNI, one
of the Company’s CNL Assets Consortium partners, repaid US$25.5 million (as part of its share of the
CNL Assets Acquisition Deposit), leaving the Company with an outstanding commitment of
US$69 million.
The Company expects to agree a facility agreement with FBN (which will replace the FBN Letter of
Credit) whereby FBN will make available to the Company a revolving loan facility of up to US$100 million,
on the terms and conditions described below.
Any remaining undrawn capacity under the FBN Facility will be available for the Company’s general
corporate and working capital purposes. The Company must repay each loan drawn under the FBN
Facility Agreement on the last day of the interest period for that loan. Each interest period is for one
month. In any event all amounts borrowed must be repaid by the termination date of two years from the
date of signature.
Amounts drawn under the FBN Facility will be subject to interest at a rate equal to the sum of: (i) the
applicable margin of 8.00 per cent. per annum; (ii) LIBOR; and (iii) an additional per annum interest rate,
calculated in accordance with the terms of the FBN Facility Agreement, to compensate the lender for the
cost (if any) of complying with the requirements of the Bank of England and/or the FCA, the requirements
of the European Central Bank or any equivalent requirements in the Federal Republic of Nigeria or any
other country. Further details of the FBN Facility are set out in Part XVII: ‘‘Additional Information’’,
section 10.6.3 of this Prospectus.

Zenith Facility
On 27 February 2014, the Company and Zenith entered into a facility agreement whereby Zenith agreed to
make available to the Company a term loan facility of US$200 million, on the terms and conditions
described below.
The loan is repayable over the course of a five-year term ending on 11 February 2019. The Company must
make quarterly interest payments on the loan amount, whilst repayment of principal only begins after a
twelve-month moratorium commencing on the date of first drawdown.
On 27 February 2014, Zenith waived the conditions precedent to drawdown and the Company utilised the
full available amount of the Zenith Facility (US$200 million) for the SPDC Assets Bid. Further details of
the Zenith Facility are set out in Part XVII: ‘‘Additional Information’’, section 10.6.4 of this Prospectus.

MPI Shareholder Loan

As part of the acquisition financing of OMLs 4, 38 and 41, the Company borrowed US$153 million from
MPI, of which US$48 million remains outstanding as at 31 December 2013. Interest accrues monthly on
the principal amount outstanding at LIBOR plus 5 per cent. or the interest rate incurred by MPI on its
borrowings if different from LIBOR plus 5 per cent. (whether higher or lower) and is repayable from the
oil revenues generated from OMLs 4, 38 and 41. The loan is scheduled to mature on 25 June 2014 and will
be fully repaid out of the net proceeds of the Global Offer.

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Commitments
The following tables set forth the Group’s remaining contractual maturity for its non-derivative financial
liabilities with agreed maturity periods. The table has been drawn based on the undiscounted cash flows of
the financial liabilities based on the earliest date on which the Group can be required to pay.
From From From
Effective interest Less than 1 to 2 2 to 3 3 to 5
(US$ millions unless otherwise noted) per cent. 1 year years years years Total

31 December 2013
Variable interest rate borrowings
Shareholder loan . . . . . . . . . . . . . . . . 7.125% 48.0 — — — 48.0
7.5%+LIBOR
Afrexim Facility . . . . . . . . . . . . . . . . . to 8.0% 138.3 80.9 71.0 — 290.2
Contingent consideration . . . . . . . . . . . . — 10.0 — — 10.0
Trade and other payables . . . . . . . . . . . . 136.9 — — — 136.9
323.2 90.9 71.0 — 485.1

The Group also has lease commitments pursuant to non-cancellable operating leases, which were
US$32.2 million as of 31 December 2013.
The Group did not enter into any off-balance sheet arrangements during the financial years ended
31 December 2013, 2012 and 2011.

8. CRITICAL ACCOUNTING POLICIES

The Group has identified below the IFRS accounting policies that are most critical to the Group’s business
operations and the understanding of its results. In each case, the application of these policies requires
management to make complex judgments based on information and financial data that may change in
future periods, the results of which can have a significant effect on the Group’s results of operations. As a
result, determinations regarding these items necessarily involve the use of assumptions and judgments as to
future events and are subject to change. Different assumptions or judgments could lead to materially
different results.

Oil and gas accounting

Oil and natural gas exploration, evaluation and development expenditures are accounted for using the full
cost method of accounting. Costs incurred in the exploration, evaluation and development of oil and gas
properties are capitalised on a cost pool basis accordingly. Capitalised costs include land acquisition,
exploration and development wells, both successful and unsuccessful, related plant and equipment, directly
attributable interest costs, overhead charges directly related to exploration and development and the
estimated discounted cost of the asset retirement obligations.

Exploration and evaluation expenditure

Geological and geophysical exploration costs are charged against income as incurred. Exploration and
evaluation expenditure incurred by the entity is accumulated separately for each area of interest and is
limited to a size related to a known or probable hydrocarbon resource capable of supporting an oil
operation.
Costs directly associated with exploration wells, exploratory stratigraphic test wells and delineation wells
are capitalised until the drilling of the well is complete and the results have been evaluated. If proved
reserves are not found, the exploration expenditure is written off as a dry hole and charged against income.
If hydrocarbons are found, the costs continue to be capitalised.
In the event that an area is subsequently abandoned or exploration activities do not lead to the discovery of
proved or probable reserves, or if the directors consider the expenditure to be of no value, any
accumulated costs carried forward relating to the specified areas of interest are written off in the year in
which the decision is made. While an area of interest is in the development phase, amortisation of
development costs is not charged pending the commencement of production.

151
Development expenditure
Development expenditure incurred by the entity is accumulated separately for each area of interest in
which economically recoverable reserves have been identified to the satisfaction of the directors. Such
expenditure comprises net direct costs and an appropriate portion of related overhead expenditure directly
related to the development property.
All expenditure incurred prior to the commencement of commercial levels of production from each
development property is carried forward to the extent to which recoupment is expected out of revenue to
be derived from the sale of production from the relevant development property.

Impairment of intangible assets and property, plant and equipment

The Group assesses assets or a group of assets for impairment whenever events or changes in
circumstances indicate that the carrying value of an asset may not be recoverable. The assessment for
impairment entails comparing the carrying value of the cash-generating unit with its recoverable amount,
determined as the discounted estimated future net cash flows over the life of the field rather than the
period until the Company’s licences expire in June 2019. An impairment loss will be recognised in the
statement of comprehensive income when the carrying value exceeds the recoverable amount.
The recoverable amount is the higher of an asset’s fair value less costs of disposal and its value in use. The
value in use calculations, for the purpose of impairment testing, require the use of estimates and
assumptions such as discount rates, exchange rates, commodity prices, future capital requirements, future
operating performance, production profiles and the outlook for regional market supply-and-demand
conditions for crude oil and natural gas.

Estimated oil and gas reserves

Reserve estimates have a significant impact on earnings due to their impact on depletion rates and asset
impairment. The Group’s reservoir engineers perform an internal evaluation on an annual basis of all of its
crude oil reserves. The estimation of reserves is based on engineering data, projected future prices,
expected future rates of production and the timing of future capital expenditures, all of which are subject
to numerous uncertainties and interpretations. The Group expects over time that its reserves will change,
upwards or downwards, as a result of the results of future drilling, testing, production levels, changes in
future price estimates and economics of recovery based on cash flow forecasts. A change in the reserves
estimate may result in a higher or lower depletion charge to the statement of comprehensive income and
affect the deferred tax charge. A lower reserve estimate could result in a write-down of an oil property
under the ceiling test.
Independent petroleum engineering consultants evaluate 100 per cent. of the oil properties on an annual
basis and a reconciliation is performed between the Group’s reserves estimates and that of the
independent consultants.

Asset retirement obligation

The Group currently records asset retirement obligations of fixed assets at the fair value of the
expenditures expected to settle the obligation using a pre-tax rate, updated at each reporting date to reflect
current market assessments of the time value of money and the risks specific to the obligation. Any
adjustment arising from the estimated cost of the restoration and abandonment cost is capitalised, while
the charge arising from the accretion of the discount applied to the expected expenditure is treated as a
component of finance costs. Estimates of the fair value of the retirement obligations can change over time
due to legislation, current costs, technology, interest rates and field life, which can affect the rate of
amortisation. Differences between the estimated and actual costs to settle the retirement obligation could
result in gains or losses in the settlement of the obligation.

Income taxes
The Group follows the liability method of accounting for income taxes under which deferred tax
consequences are recognised for temporary differences between the tax bases of assets and liabilities and
their carrying amounts for financial reporting purposes. Deferred income tax assets and liabilities are
measured using enacted or substantially enacted income tax rates expected to apply in the years in which
those temporary differences are expected to reverse. The effect of a change in income tax rates on deferred
income tax assets and liabilities is recognised in the period in which the change occurs.

152
Management is required to assess the ability of the Group to generate future taxable economic earnings
that will be used to recover all deferred tax assets. The estimates are based on the future cash flow from
operations taking into consideration the oil and gas prices, volumes produced, operational and capital
expenditure.

9. FINANCIAL RISK MANAGEMENT

The Group’s activities expose it to a variety of financial risks such as market and credit risk, including
foreign exchange risk, interest rate risk and commodity price risk. The Group’s risk management
programme focuses on the unpredictability of financial markets and seeks to minimise potential adverse
effects on the Group’s financial performance.
The Board provides principles for overall risk management, as well as written policies covering specific
areas, such as foreign exchange risk, interest rate risk, credit risk and investment of excess liquidity.

Foreign exchange risk

The Group is exposed to foreign exchange risks resulting from fluctuations in Naira against the US Dollar.
While the Group holds the majority of its cash and cash equivalents in US Dollars, the Group does
maintain deposits in Naira in order to fund ongoing general and administrative expenditures incurred in
this currency.

Commodity price risk

Commodity price risk arises from the effect that fluctuations of future commodity prices may have on the
price received for sales of crude oil and natural gas. As the Group does not participate in hedging
contracts, the marketability and price of oil and gas that is produced and may be discovered by the Group
will be affected by numerous factors that are beyond the control of the Group.

Interest rate risk

The Group’s exposure to changes in interest rates relates primarily to long-term borrowings. Borrowings
issued at variable rates expose the Group to interest rate risk, which is partially offset by cash held at
variable rates.
The following table demonstrates the sensitivity of the Group’s profit before tax to changes in the LIBOR
rate, defined as the British Bankers’ Association Interest Settlement Rate for dollars, with all other
variables held constant:
Change in Effect on
interest profits before
(US$ millions) rate tax

31 December 2013
Interest payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1% 4.5

Credit risk

The Group’s trade with Shell Trading is as specified within the terms of the Off-take Agreement on 30-day
payment terms. The Group is exposed to credit risk in relation to its trade with NGC, a subsidiary of
NNPC, which was, at 31 December 2013, the Group’s sole gas customer. In addition, the Group plans to
enter into three natural gas sales agreements with commercial off-takers to market any surplus above its
minimum DSO obligations, which will also expose the Group to potential credit risk.
Counterparty risk also arises with the Company’s joint venture partner, NPDC. The joint venture
relationship is governed by the terms of the Joint Operating Agreement, which sets out the basis of the
relationship between NPDC and the Company. As the Company is the operator, it employs a policy of cash
calling NPDC in advance and placing the cash into a bank account of OMLs 4, 38 and 41 JV in order to be
able to pay invoices as they are received.

153
 PART XII
FINANCIAL INFORMATION ON THE GROUP
Section A — Accountant’s report on the consolidated historical financial information of the Company

Ernst & Young LLP Tel: + 44 207 951 2000

1 More London Place Fax: + 44 207 951 1345
London ey.com
SE1 2AF

25MAR201408283094
The Directors
SEPLAT Petroleum Development Company Plc
25a Lugard Avenue
Ikoyi
Lagos
Nigeria
9 April 2014
Dear Sirs

SEPLAT Petroleum Development Company Plc

We report on the financial information set out in Section B of this Part XII of the Prospectus for the years
ended 31 December, 2011, 2012 and 2013 (the ‘‘Financial Information’’). This Financial Information has
been prepared for inclusion in the Prospectus dated 9 April 2014 of SEPLAT Petroleum Development
Company Plc on the basis of the accounting policies set out in Note 2. This report is required by item 20.1
of Annex I of Commission Regulation (EC) 809/2004 and is given for the purpose of complying with that
item and for no other purpose.
Save for any responsibility arising under Prospectus Rule 5.5.3R(2)(f) to any person as and to the extent
there provided, to the fullest extent permitted by law we do not assume any responsibility and will not
accept any liability to any other person for any loss suffered by any such other person as a result of, arising
out of, or in connection with this report or our statement, required by and given solely for the purposes of
complying with item 23.1 of Annex I to Commission Regulation (EC) 809/2004, consenting to its inclusion
in the Prospectus.

Responsibilities
The Directors of SEPLAT Petroleum Development Company Plc are responsible for preparing the
Financial Information in accordance with International Financial Reporting Standards.
It is our responsibility to form an opinion on the Financial Information and to report our opinion to you.

Basis of opinion
We conducted our work in accordance with Standards for Investment Reporting issued by the Auditing
Practices Board in the United Kingdom. Our work included an assessment of evidence relevant to the
amounts and disclosures in the financial information. It also included an assessment of significant
estimates and judgments made by those responsible for the preparation of the Financial Information and
whether the accounting policies are appropriate to the entity’s circumstances, consistently applied and
adequately disclosed.
We planned and performed our work so as to obtain all the information and explanations which we
considered necessary in order to provide us with sufficient evidence to give reasonable assurance that the
Financial Information is free from material misstatement whether caused by fraud or other irregularity or
error.

The UK firm Ernst & Young LLP is a limited liability partnership registered in England and Wales with registered number
OC300001 and is a member firm of Ernst & Young Global Limited. A list of members’ names is available for inspection at
1 More London Place, London SE1 2AF, the firm’s principal place of business and registered office.

154
Our work has not been carried out in accordance with auditing or other standards and practices generally
accepted in other jurisdictions and accordingly should not be relied upon as if it had been carried out in
accordance with those standards and practices.

Opinion
In our opinion, the Financial Information gives, for the purposes of the Prospectus dated 9 April 2014, a
true and fair view of the state of affairs of SEPLAT Petroleum Development Company Plc as at the dates
stated and of its profits, cash flows and changes in equity for the periods then ended in accordance with
International Financial Reporting Standards.

Declaration
For the purposes of Prospectus Rule 5.5.3R(2)(f) we are responsible for this report as part of the
Prospectus and declare that we have taken all reasonable care to ensure that the information contained in
this report is, to the best of our knowledge, in accordance with the facts and contains no omission likely to
affect its import. This declaration is included in the Prospectus in compliance with item 1.2 of annex 1 of
Commission Regulation (EC) 809/2004.

Yours faithfully

Ernst & Young LLP

155
Section B Consolidated historical financial information
Consolidated statements of comprehensive income
For the year ended 31 December

$000 $000 $000

Note 2013 2012 2011

Revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 880,227 624,546 451,320

Cost of sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 (330,943) (250,302) (206,356)
Gross profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 549,284 374,244 244,964
General and administrative expenses . . . . . . . . . . . . . . . . . . . . 6 (71,977) (48,326) (56,857)
Other operating income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 404 2,183 —
(Loss)/gain on foreign exchange . . . . . . . . . . . . . . . . . . . . . . . . 1,473 1,894 (165)
Fair value movement in contingent consideration . . . . . . . . . . . 20 (514) (142) (8,618)
Operating profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 478,670 329,853 179,324
Finance income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 658 1,788 —
Finance charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 (21,805) (35,986) (24,866)
Profit before taxation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 457,523 295,655 154,458
Taxation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 92,745 (186,556) (101,034)
Profit for the year . . . . . . . . . . . . . . . . . . . . . ............. 550,268 109,099 53,424
Other comprehensive income
Other comprehensive income to be reclassified to profit or loss
in subsequent periods:
Foreign translation difference . . . . . . . . . . . . ............. 25 58 — —
Total comprehensive income for the year . . . . ............. 550,326 109,099 53,424
Earnings per share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24 1.38 0.27 0.13

The accompanying notes are an integral part of this financial information.

156
 Consolidated statements of financial position

$000 $000 $000

31 December 31 December 31 December
Note 2013 2012 2011

Assets
Non-current assets
Property, plant and equipment . . . . . . . . . . . . . . . . . . . . 10 585,507 386,115 304,745
Intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 141 234 324
Deferred tax assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 — 26,042 52,298
Prepayments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 108,910 14,208 1,000
Total non-current assets . . . . . . . . . . . . . . . . . . . . . . . . . 694,558 426,599 358,367
Current assets
Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 43,112 24,949 10,903
Trade and other receivables . . . . . . . . . . . . . . . . . . . . . . 14 410,430 294,302 100,136
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . 15 169,461 154,332 201,777
Total non-current assets . . . . . . . . . . . . . . . . . . . . . . . . . 623,003 473,583 312,816
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,317,561 900,182 671,183
Equity and liabilities
Equity attributable to shareholders
Share capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16 1,334 690 690
Capital contribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17 40,000 40,000 40,000
Retained earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18 690,807 141,183 66,084
Foreign translation reserve . . . . . . . . . . . . . . . . . . . . . . . 58 — —
Total equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 732,199 181,873 106,774
Non-current liabilities
Borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19 120,850 146,358 247,281
Deferred tax liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . 9 — 119,404 54,521
Contingent consideration . . . . . . . . . . . . . . . . . . . . . . . . 20 8,245 — —
Provision for decommissioning . . . . . . . . . . . . . . . . . . . . 21 15,176 15,727 10,112
Total non-current liabilities . . . . . . . . . . . . . . . . . . . . . . 144,271 281,489 311,914
Current liabilities
Trade and other payables . . . . . . . . . . . . . . . . . . . . . . . . 22 251,338 258,355 102,386
Borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19 189,753 101,247 54,250
Contingent consideration . . . . . . . . . . . . . . . . . . . . . . . . 20 — — 32,858
Current taxation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 — 77,218 63,001
Total current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . 441,091 436,820 252,495
Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 585,362 718,309 564,409
Total equity and liabilities . . . . . . . . . . . . . . . . . . . . . . . 1,317,561 900,182 671,183

The accompanying notes are an integral part of this financial information.

157
 Consolidated statements of changes in equity

$000
$000 $000 $000 Foreign $000
Share Capital Retained Currency Total
Capital Contribution Earnings Translation Equity

At 1 January 2011 . . . . . . . . . . . . . . . . . . . . . . . 690 40,000 12,660 — 53,350

Total comprehensive income for the year . . . . . . — — 53,424 — 53,424
At 31 December 2011 . . . . . . . . . . . . . . . . . . . . . 690 40,000 66,084 — 106,774
At 1 January 2012 . . . . . . . . . . . . . . . . . . . . . . . 690 40,000 66,084 — 106,774
Total comprehensive income for the year . . . . . . — — 109,099 — 109,099
Dividends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — (34,000) — (34,000)
At 31 December 2012 . . . . . . . . . . . . . . . . . . . . . 690 40,000 141,183 — 181,873
At 1 January 2013 . . . . . . . . . . . . . . . . . . . . . . . 690 40,000 141,183 — 181,873
Total comprehensive income for the year . . . . . . — — 550,268 58 550,326
Bonus issue . . . . . . . . . . . . . . . . . . . . . . . . . . . . 644 — (644) — —
At 31 December 2013 . . . . . . . . . . . . . . . . . . . . . 1,334 40,000 690,807 58 732,199

The accompanying notes are an integral part of this financial information.

158
 Consolidated statements of cash flows
For the year ended 31 December

$000 $000 $000

Note 2013 2012 2011

CASH FLOWS FROM OPERATING ACTIVITIES

Cash generated from operations . . . . . . . . . . . . . . . . . . . . . . . 23 397,793 165,165 250,300
Income taxes paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 (106,584) (81,199) (32,258)
Payment of contingent consideration . . . . . . . . . . . . . . . . . . . . — (33,000) —
Net cash flows from operating activities . . . . . . . . . . . . . . . . . . 291,209 50,966 218,042
CASH FLOWS FROM INVESTING ACTIVITIES
Investment in producing asset . . . . . . . . . . . . . . . . . . . . . . . . . (216,200) (72,680) (1,888)
Investment in other property, plant and equipment . . . . . . . . . . (4,503) (4,931) (2,652)
Proceeds from sale of assets . . . . . . . . . . . . . . . . . . . . . . . . . . 85 72 —
Interest received . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 658 1,568 —
Net cash flows from investing activities . . . . . . . . . . . . . . . . . . (219,960) (75,971) (4,540)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from bank financing . . . . . . . . . . . . . . . . . . . . . . . . . 129,000 — 275,000
Repayments of shareholder financing . . . . . . . . . . . . . . . . . . . . — — (105,960)
Repayments of bank financing . . . . . . . . . . . . . . . . . . . . . . . . . (68,096) (54,250) (184,313)
Dividends paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — (34,000) —
Interest paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (18,776) (31,894) (26,983)
Net cash flows from financing activities . . . . . . . . . . . . . . . . . . 42,128 (120,144) (42,256)
Net increase/(decrease) in cash and cash equivalents . . . . . . . . . 113,377 (145,149) 171,246
Cash and cash equivalents at beginning of year . . . . . . . . . . . . . 56,332 201,777 30,368
Net foreign exchange difference . . . . . . . . . . . . . . . . . . . . . . . . (248) (296) 163
Cash and cash equivalents at end of year . . . . . . . . . . . . . . . . . 169,461 56,332(1) 201,777

(1) In 2012, cash and cash equivalents exclude $98 million of restricted cash (note 15).

The accompanying notes are an integral part of this financial information.

159
 Notes to the historical financial information

1. CORPORATE STRUCTURE AND BUSINESS

SEPLAT Petroleum Development Company Plc (‘‘SEPLAT’’ or the ‘‘Company’’), the parent of the Group,
was incorporated on 17 June 2009 as a private limited liability company and re-registered as a public
company on 3 October 2013, under the Company and Allied Matters Act 2004. The Company commenced
operations on 1 August 2010. The Company is principally engaged in oil and gas exploration and
production.
The significant shareholders of the Group have been disclosed in the related party transactions note
(note 26).
The Company acquired, pursuant to an agreement for assignment dated 31 January 2010 between the
Company, SPDC, TOTAL and AGIP, a 45 per cent. participating interest in the following producing assets:
OML 4, OML 38 and OML 41 located in Nigeria. The total purchase price for these assets was
$340 million paid at the completion of the acquisition on 31 July 2010 and a contingent payment of
$33 million payable 30 days after the second anniversary, 31 July 2012, if the average price per barrel of
Brent Crude oil over the period from acquisition up to 31 July 2012 exceeds $80 per barrel.
$358.6 million was allocated to the producing assets including $18.6 million as the fair value of the
contingent consideration as calculated on acquisition date. The contingent consideration of $33 million was
paid on 22 October 2012.
During 2013, Newton Energy Limited (‘‘Newton Energy’’), an entity previously beneficially owned by the
same shareholders as SEPLAT, became a subsidiary of the Company. On 1 June 2013, Newton Energy
acquired from Pillar Oil Limited (‘‘Pillar Oil’’) a 40 per cent. participant interest in producing assets: the
Umuseti/Igbuku marginal field area located within OPL 283 (the ‘‘Umuseti/Igbuku Fields’’). The total
purchase price for these assets was $50 million paid at the completion of the acquisition in June 2013 and a
contingent payment of $10 million payable upon reaching certain production milestones.
$57.7 million was allocated to the producing assets including $7.7 million as the fair value of the contingent
consideration as calculated on acquisition date.
The Company’s registered address is: 25a Lugard Avenue, Ikoyi, Lagos, Nigeria.
The Company together with its subsidiary, Newton Energy, and four new wholly owned subsidiaries,
namely, SEPLAT Petroleum Development Company UK Limited (‘‘SEPLAT UK’’), which was
incorporated on 21 August 2013, SEPLAT East Onshore Limited (‘‘SEPLAT East’’), which was
incorporated on 12 December 2013, SEPLAT East Swamp Company Limited (‘‘SEPLAT Swamp’’), which
was incorporated on 12 December 2013, and SEPLAT Gas Company Limited (‘‘SEPLAT GAS’’), which
was incorporated on 12 December 2013, is referred to as the Group.

2. BASIS OF PREPARATION AND SIGNIFICANT ACCOUNTING POLICIES

The basis of preparation and significant accounting policies applied in the preparation of the financial
information for the years ended 31 December 2011, 2012 and 2013 are set out below. These policies have
been consistently applied to all years presented.

2.1 Basis of preparation and basis of consolidation

The consolidated financial information of the Group has been prepared in accordance with the
requirements of Commission Regulation (EC) 809/2004 and the UK Listing Rules and in accordance with
this basis of preparation. The basis of preparation describes how the financial information has been
prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the
International Accounting Standards Board (‘‘IASB’’). References to IFRS hereafter should be construed
as references to IFRS as issued by the IASB.
The consolidated financial information does not constitute a set of general purpose financial statements
under paragraph 3 of IFRS 1. The consolidated financial information herein has been prepared as if the
date to transition to IFRS is 1 January 2011, the beginning of the first period presented, and the
requirements of IFRS 1 have been applied as of that date (refer to note 30).

160
 Notes to the historical financial information (Continued)

2. BASIS OF PREPARATION AND SIGNIFICANT ACCOUNTING POLICIES (Continued)

The financial information has been prepared under the going concern assumption and historical cost
convention, except for contingent consideration and borrowings on initial recognition that have been
measured at fair value. The consolidated historical financial information is presented in US dollars.

Basis of consolidation
The consolidated financial information consolidates the financial information of the Company and its
subsidiaries drawn up to 31 December each year. Control is achieved when the Group is exposed, or has
rights, to variable returns from its involvement with the investee and has the ability to affect those returns
through its power over the investee.
Specifically, the Group controls an investee if and only if the Group has:
• Power over the investee (i.e. existing rights that give it the current ability to direct the relevant
activities of the investee);
• Exposure, or rights, to variable returns from its involvement with the investee; and
• The ability to use its power over the investee to affect its returns.
The Group re-assesses whether or not it controls an investee if facts and circumstances indicate that there
are changes to one or more of the three elements of control. Consolidation of a subsidiary begins when the
Group obtains control over the subsidiary and ceases when the Group loses control of the subsidiary.
Assets, liabilities, income and expenses of a subsidiary acquired or disposed of during the year are included
in the statement of comprehensive income from the date the Group gains control until the date the Group
ceases to control the subsidiary.
The financial statements of the subsidiaries are prepared for the same reporting periods as the parent
company using consistent accounting policies.
All intra-group balances, transactions and unrealised gains and losses resulting from intra-group
transactions and dividends are eliminated in full.
A change in the ownership interest of a subsidiary, without a loss of control, is accounted for as an equity
transaction. If the Group loses control over a subsidiary, it:
• Derecognises the assets (including goodwill) and liabilities of the subsidiary;
• Derecognises the carrying amount of any non-controlling interests;
• Derecognises the cumulative translation differences recorded in equity;
• Recognises the fair value of the consideration received;
• Recognises the fair value of any investment retained;
• Recognises any surplus or deficit in profit or loss; and
• Reclassifies the parent’s share of components previously recognised in OCI to profit or loss or
retained earnings, as appropriate, as would be required if the Group had directly disposed of the
related assets or liabilities.

2.2 Segment reporting

The Group operates one segment, being the exploration, development and production of oil and gas
related projects located in Nigeria. Therefore, no segment reporting has been prepared.

2.3 Standards issued but not yet adopted

The following pronouncements from the IASB will become effective for future financial reporting periods
and have not yet been adopted by the Group.
As part of the IASB’s project to replace IAS 39 ‘‘Financial Instruments: Recognition and Measurement’’,
in November 2009, the IASB issued the first phase of IFRS 9 ‘‘Financial Instruments’’, dealing with the

161
 Notes to the historical financial information (Continued)

2. BASIS OF PREPARATION AND SIGNIFICANT ACCOUNTING POLICIES (Continued)

classification and measurement of financial assets. In October 2010, the IASB updated IFRS 9 by
incorporating the requirements for the accounting for financial liabilities, and in November 2013, the IASB
published revised guidance for hedge accounting. The remaining phase of IFRS 9, dealing with
impairment, and further changes to the classification and measurement requirements are still to be
completed. In November 2013, the IASB also removed the effective date from IFRS 9.
In December 2011, the IASB issued an amendment to IAS 32 ‘‘Offsetting Financial Assets and Financial
Liabilities’’. This amendment clarifies the presentation requirements in relation to offsetting financial
assets and financial liabilities on an entity’s balance sheet. The amendment to IAS 32 is effective for annual
periods beginning on or after 1 January 2014. The adoption of this standard is not expected to have a
material impact on the profit or net assets of the Group.

2.4 Foreign currency translation

Functional and presentation currency
The Group’s consolidated financial statements are presented in United States Dollars, which is also the
Company’s functional currency. For each entity the Group determines the functional currency and items
included in the financial statements of each entity are measured using that functional currency.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the exchange rates
prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement
of foreign currency transactions and from the translation at year-end exchange rates of monetary assets
and liabilities denominated in foreign currencies are recognised in the statement of comprehensive income
within the line item gain/(loss) on foreign exchange, net.

Group companies
On consolidation, the assets and liabilities of foreign operations are translated into US$ at the rate of
exchange prevailing at the reporting date and their income statements are translated at exchange rates
prevailing at the dates of the transactions. The exchange differences arising on translation for
consolidation are recognised in other comprehensive income. On disposal of a foreign operation, the
component of other comprehensive income relating to that particular foreign operation is recognised in
profit or loss.

2.5 Oil and gas accounting

Pre-licence costs
Pre-licence costs are expensed in the period in which they are incurred.

Exploration licence costs

Exploration licence costs are capitalised within intangible assets. Licence costs paid in connection with a
right to explore in an existing exploration area are capitalised and amortised on a straight-line basis over
the life of the permit.
Licence costs are reviewed at each reporting date to confirm that there is no indication that the carrying
amount exceeds the recoverable amount. This review includes confirming that exploration drilling is still
under way or firmly planned, or that it has been determined, or work is under way to determine that the
discovery is economically viable based on a range of technical and commercial considerations and
sufficient progress is being made on establishing development plans and timing.
If no future activity is planned or the licence has been relinquished or has expired, the carrying value of the
licence is written off through the statement of comprehensive income.

162
 Notes to the historical financial information (Continued)

2. BASIS OF PREPARATION AND SIGNIFICANT ACCOUNTING POLICIES (Continued)

Acquisition of producing assets
Upon acquisition of producing assets which does not constitute a business combination, the Group
identifies and recognises the individual identifiable assets acquired (including those assets that meet the
definition of, and recognition criteria for, intangible assets in IAS 38 Intangible Assets) and liabilities
assumed. The purchase price paid for the group of assets is allocated to the individual identifiable assets
and liabilities on the basis of their relative fair values at the date of purchase.
If the acquisition is determined to be a business combination, then the acquisition is treated as an
acquisition of a business and the excess of purchase price over fair value of the assets is recorded as
goodwill.

Exploration and evaluation expenditures

Geological and geophysical exploration costs are charged against income as incurred.
Exploration and evaluation expenditures incurred by the entity are accumulated separately for each area of
interest. Such expenditures comprise net direct costs and an appropriate portion of related overhead
expenditure, but do not include general overheads or administrative expenditure that is not directly related
to a particular area of interest. Each area of interest is limited to a size related to a known or probable
hydrocarbon resource capable of supporting an oil operation.
Costs directly associated with an exploration well, exploratory stratigraphic test well and delineation wells
are temporarily suspended (capitalised) until the drilling of the well is complete and the results have been
evaluated. These costs include employee remuneration, materials and fuel used, rig costs, delay rentals and
payments made to contractors. If hydrocarbons (‘proved reserves’) are not found, the exploration
expenditure is written off as a dry hole and charged against income. If hydrocarbons are found, the costs
continue to be capitalised.
Suspended exploration and evaluation expenditure in relation to each area of interest is carried forward as
an asset provided that one of the following conditions is met:
• the costs are expected to be recouped through successful development and exploitation of the area of
interest or alternatively, by its sale; and
• exploration and/or evaluation activities in the area of interest have not, at the reporting date, reached
a stage which permits a reasonable assessment of the existence or otherwise of economically
recoverable reserves, and active and significant operations in, or in relation to, the area of interest are
continuing.
Exploration and/or evaluation expenditures which fails to meet at least one of the conditions outlined
above is written off. In the event that an area is subsequently abandoned or exploration activities do not
lead to the discovery of proved or probable reserves, or if the directors consider the expenditure to be of
no value, any accumulated costs carried forward relating to the specified areas of interest are written off in
the year in which the decision is made. While an area of interest is in the development phase, amortisation
of development costs is not charged pending the commencement of production. Exploration and
evaluation costs are transferred from the exploration and/or evaluation phase to the development phase
upon commitment to a commercial development.

Development expenditures
Development expenditures incurred by the entity is accumulated separately for each area of interest in
which economically recoverable reserves have been identified to the satisfaction of the directors. Such
expenditure comprises net direct costs and, in the same manner as for exploration and evaluation
expenditure, an appropriate portion of related overhead expenditure directly related to the development
property.
All expenditure incurred prior to the commencement of commercial levels of production from each
development property is carried forward to the extent to which recoupment is expected out of revenue to
be derived from the sale of production from the relevant development property.

163
 Notes to the historical financial information (Continued)

2. BASIS OF PREPARATION AND SIGNIFICANT ACCOUNTING POLICIES (Continued)

Joint arrangements
SEPLAT is the operator of the assets relating to OML 4, OML 38 and OML 41. The Nigerian Petroleum
Development Company Limited (‘‘NPDC’’), a subsidiary of the Nigerian National Petroleum Corporation
(‘‘NNPC’’), is the other venturer. SEPLAT holds a 45 per cent. interest, while NPDC holds 55 per cent.
interest in the jointly controlled assets.
The Group also holds a 40 per cent. interest in the joint operations relating to OPL 283 (the Umuseti/
Igbuku Fields). Pillar Oil is the other venturer and the operator.
The accounting method specified for a joint operation apportions to each venturer its share of revenues,
expenses, assets and liabilities. The Group recognises its share in its own accounting records as follows:
a. Its share of the mineral properties is shown within property, plant and equipment.
b. Any liabilities that it has incurred including those incurred to finance its share of the asset.
c. Its share of any liabilities incurred jointly with other venturers, including the decommissioning liability
of production and field facilities.
d. Any income from its sale or use of its share of the output, together with its share of any expenses
incurred by the joint operation.
e. Any expenses that it has incurred in respect of its interest in the venture.
In addition to joint costs, the Group also incurs exclusive costs, which are fully borne by the Group.

2.6 Revenue recognition

Revenue arises from the sale of crude oil and gas. Revenue comprises the realised value of crude oil lifted
by customers. Revenue is recognised when crude products are lifted by a third party (buyer) Free on Board
(FOB) at the Group’s designated loading facility or lifting terminals. At the point of lifting, all risks and
rewards are transferred to the buyer. Gas revenue is recognised when gas passes through the custody
transfer point.

Overlift and underlift

The excess of the product sold during the period over the participant’s ownership share of production is
termed as an overlift and is accrued for as a liability and not as revenue. Conversely, an underlift is
recognised as an asset and the corresponding revenue is also reported.
Overlifts and underlifts are initially measured at the market price of oil at the date of lifting, consistent
with the measurement of the sale and purchase.

2.7 Borrowing costs

Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets,
which are assets that necessarily take a substantial period of time to get ready for their intended use or
sale, are added to the cost of those assets, until such time as the assets are substantially ready for their
intended use or sale. Borrowing costs consist of interest and other costs that an entity incurs in connection
with the borrowing of funds.
All other borrowing costs are recognised in profit and loss in the period in which they are incurred.

2.8 Property, Plant and Equipment

Property, plant and equipment is stated at cost, less accumulated depreciation and accumulated
impairment losses.
The initial cost of an asset comprises its purchase price or construction cost, any costs directly attributable
to bringing the asset into operation, the initial estimate of any decommissioning obligation and, for
qualifying assets, borrowing costs. The purchase price or construction cost is the aggregate amount paid

164
 Notes to the historical financial information (Continued)

2. BASIS OF PREPARATION AND SIGNIFICANT ACCOUNTING POLICIES (Continued)

and the fair value of any other consideration given to acquire the asset. Where parts of an item of property,
plant and equipment have different useful lives, they are accounted for as separate items of property, plant
and equipment.
Expenditure on major maintenance refits or repairs comprises the cost of replacement assets or parts of
assets, inspection costs and overhaul costs. Where an asset or part of an asset that was separately
depreciated and is now written off is replaced and it is probable that future economic benefits associated
with the item will flow to the entity, the expenditure is capitalised. Inspection costs associated with major
maintenance programmes are capitalised and amortised over the period to the next inspection. Overhaul
costs for major maintenance programmes are capitalised as incurred as long as these costs increase the
efficiency of the unit or extend the useful life of the asset. All other maintenance costs are expensed as
incurred.

Depreciation
Production and field facilities are depreciated/amortised on a unit-of-production basis over the estimated
proved developed reserves.
Other property, plant and equipment is depreciated on a straight-line basis over their estimated useful
lives. Depreciation commences when an asset is available for use. The depreciation rate for each class is as
follows:

Leasehold improvements . . . . . . . . . . . . . . . . . . . . . . . . . . . Over the unexpired portion of the lease

Plant and machinery . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20%
Office furniture and equipment . . . . . . . . . . . . . . . . . . . . . . 33.33%
Motor vehicles . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25%
Computer equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33.33%
The expected useful lives and residual values of property, plant and equipment are reviewed on an annual
basis and, if necessary, changes in useful lives are accounted for prospectively.

2.9 Impairment of non-financial assets

The entity assesses assets or group of assets for impairment whenever events or changes in circumstances
indicate that the carrying value of an asset may not be recoverable. Individual assets are grouped for
impairment assessment purposes at the lowest level at which there are identifiable cash flows that are
largely independent of the cash flows of other groups of assets. If any such indication of impairment exists
or when annual impairment testing for an asset group is required, the entity makes an estimate of its
recoverable amount.
The recoverable amount is the higher of an asset’s fair value less costs of disposal (FVLCD) and value in
use (VIU). The recoverable amount is determined for an individual asset, unless the asset does not
generate cash inflows that are largely independent of those from other assets or group of assets, in which
case, the asset is tested as part of a larger cash generating unit to it belongs. Where the carrying amount of
an asset group exceeds its recoverable amount, the asset group is considered impaired and is written down
to its recoverable amount.
In calculating VIU, the estimated future cash flows are discounted to their present value using a pre-tax
discount rate that reflects current market assessments of the time value of money and the risks specific to
the asset/CGU. In determining FVLCD, recent market transactions are taken into account. If no such
transactions can be identified, an appropriate valuation model is used. These calculations are corroborated
by valuation multiples, quoted share prices for publicly traded companies or other available fair value
indicators.
A previously recognised impairment loss is reversed only if there has been a change in the estimates used
to determine the asset’s recoverable amount since the last impairment loss was recognised. If that is the
case, the carrying amount of the asset is increased to the recoverable amount. That increased amount
cannot exceed the carrying amount that would have been determined, net of depreciation, had no

165
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2. BASIS OF PREPARATION AND SIGNIFICANT ACCOUNTING POLICIES (Continued)

impairment loss been recognised for the asset in prior years. Such reversal is recognised in the statement of
comprehensive income after such a reversal and the depreciation charge is adjusted in future periods to
allocate the asset’s revised carrying amount, less any residual value, on a systematic basis over its remaining
useful life.

2.10 Cash and cash equivalents

Cash and cash equivalents comprise cash at banks and at hand and short-term deposits with an original
maturity of three months or less.

2.11 Inventories
Inventories represent the value of tubulars, casing and wellheads. These are stated at the lower of cost and
net realisable value. Cost is determined using the invoice value and all other directly attributable costs to
bringing the inventory to the point of use.

2.12 Financial instruments

(i) Financial assets
Financial assets initial recognition and measurement
Financial assets in the scope of IAS 39 Financial Instruments: Recognition and Measurement are classified
as financial assets at fair value through the statement of comprehensive income, loans and receivables, held
to maturity investments, available-for-sale financial assets, or derivatives designated as hedging
instruments in an effective hedge, as appropriate.
The Group determines the classification of its financial assets at initial recognition.
All financial assets are recognised initially at fair value plus transaction costs, except in the case of financial
assets recorded at fair value through the statement of comprehensive income which do not include
transaction costs.
The Group’s financial assets include cash and short-term deposits, trade and other receivables and loan
and other receivables.

Subsequent measurement
The subsequent measurement of financial assets depends on their classification, as follows:

Trade receivables, loans and other receivables

Trade receivables, loans and other receivables, which are non-derivative financial assets that have fixed or
determinable payments that are not quoted in an active market, are classified as loans and receivables.
They are included in the current assets, except for maturities greater than 12 months after the reporting
date. The Group’s loan and receivables comprise trade and other receivables in the consolidated historical
financial information.
Loans and receivables are recognised initially at fair value and subsequently measured at amortised cost
using the effective interest rate method net of any impairment.
A provision for impairment of trade receivables is established when there is objective evidence that the
Group will not be able to collect all the amounts due according to the original terms of the receivable.
Significant financial difficulties of the debtor, probability that the debtor will enter bankruptcy or financial
reorganisation and default or delinquency in payments are considered as indicators that the trade
receivable is impaired. The amount of the provision is the difference between the asset’s carrying amount
and the present value of estimated future cash flows, discounted at the original effective interest rate.

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2. BASIS OF PREPARATION AND SIGNIFICANT ACCOUNTING POLICIES (Continued)

The carrying amount of the asset is reduced through the use of an allowance account, and the amount of
the loss is recognised in the statement of comprehensive income. When a trade is uncollectable, it is
written off against the allowance account for trade receivables.

Impairment of financial assets

The Group assesses at each reporting date whether there is objective evidence that a financial asset or a
group of financial assets is impaired. A financial asset or a group of financial assets is deemed to be
impaired if there is objective evidence of impairment as a result of one or more events that has occurred
since the initial recognition of the asset (an incurred loss event) and that loss event has an impact on the
estimated future cash flows of the financial asset or the group of financial assets that can be reliably
estimated. Evidence of impairment may include indications that the debtor or a group of debtors is
experiencing significant financial difficulty, default or delinquency in interest or principal payments, the
probability that they will enter bankruptcy or other financial reorganisation and observable data indicating
that there is a measurable decrease in the estimated future cash flows, such as changes in arrears or
economic conditions that correlate with defaults.

(ii) Financial liabilities

Financial liabilities in the scope of IAS 39 are classified as financial liabilities at fair value through the
statement of comprehensive income, loans and borrowings, or as derivatives designated as hedging
instruments in an effective hedge, as appropriate. The Group determines the classification of its financial
liabilities at initial recognition.
All financial liabilities are recognised initially at fair value and, in the case of loans and borrowings, net of
directly attributable transaction costs.
The Group’s financial liabilities include trade and other payables, bank overdrafts and loans and
borrowings.

Subsequent measurement
The measurement of financial liabilities depends on their classification as described below.

Trade payables, loans and other receivables

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

Borrowings
Borrowings are recognised initially at fair value, net of transaction costs incurred. Borrowings are
subsequently carried at amortised cost while any difference between the proceeds (net of transaction costs)
and the redemption value is recognised in the statement of comprehensive income over the period of
borrowings using the effective interest method.
Fees paid on establishment of loan facilities are recognised as transaction costs of the loan to the extent
that it is probable that some or all of the facility will be drawn. In this case, the fee is deferred until the
draw down occurs. To the extent that there is no evidence that it is probable that some or all of the facility
will be drawn, the fee is capitalised as a pre-payment for liquidity services and amortised over the period of
the facility to which it relates.

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 Notes to the historical financial information (Continued)

2. BASIS OF PREPARATION AND SIGNIFICANT ACCOUNTING POLICIES (Continued)

Derecognition of financial liabilities
A financial liability is derecognised when the associated obligation is discharged or cancelled or expires.
When an existing financial liability is replaced by another from the same lender on substantially different
terms, or the terms of an existing liability are substantially modified, such an exchange or modification is
treated as a derecognition of the original liability and the recognition of a new liability. The difference in
the respective carrying amounts is recognised in the statement of comprehensive income.

2.13 Fair value of financial instruments

The fair value of financial instruments that are traded in active markets at each reporting date is
determined by reference to quoted market prices or dealer price quotations (bid price for long positions
and ask price for short positions), without any deduction for transaction costs.
For financial instruments not traded in an active market, the fair value is determined using appropriate
valuation techniques. Such techniques may include using recent arm’s length market transactions;
reference to the current fair value of another instrument that is substantially the same; a discounted cash
flow analysis or other valuation models.

2.14 Contingent consideration

A contingent consideration is recognised where payment is dependent on future events. On initial
recognition, the fair value of the contingent consideration is calculated. The fair value is recognised as a
liability (note 20) and the also capitalised to the producing facilities (note 10). Subsequently, the liability is
tested for changes in fair value and the differences recorded in the liability and the statement of
comprehensive income.

2.15 Share capital, earnings and dividends per share

Issued share capital has been translated at the exchange rate prevailing at the date of the transaction and is
not retranslated subsequent to initial recognition.
Earnings and dividends per share are computed based on the number of shares outstanding at the balance
sheet date. Dividends on ordinary shares are recognised as a liability in the period in which they are
approved.

2.16 Employee benefits—Defined contribution scheme

The Group contributes to a defined contribution scheme for its employees in compliance with the
provisions of the Pension Reform Act 2004. The scheme is fully funded and is managed by licensed Pension
Fund Administrators. Membership of the scheme is automatic upon commencement of duties at the
Group. The Group’s contributions to the defined contribution schemes are charged to the profit and loss
account in the year to which they relate.
A defined contribution plan is a pension plan under which the Group pays fixed contributions.
Contribution to the scheme is 15 per cent of each employee’s annual basic salary, housing and transport
allowances which is paid wholly by the employer. The contributions to the defined contribution schemes
are charged to the profit and loss account in the year to which they relate.

2.17 Provisions
Provisions are recognised when (i) the Group has a present legal or constructive obligation as a result of
past events; (ii) it is probable that an outflow of economic resources will be required to settle the obligation
as a whole; and (iii) the amount can be reliably estimated. Provisions are not recognised for future
operating losses.
In measuring the provision:
• risks and uncertainties are taken into account;
• the provisions are discounted where the effects of the time value of money is considered to be
material;

168
 Notes to the historical financial information (Continued)

2. BASIS OF PREPARATION AND SIGNIFICANT ACCOUNTING POLICIES (Continued)

• when discounting is used, the increase of the provision over time is recognised as an interest expense;
• future events such as changes in law and technology, are taken into account where there is subjective
audit evidence that they will occur; and
• gains from expected disposal of assets are not taken into account, even if the expected disposal is
closely linked to the event giving rise to the provision.

Decommissioning
Liabilities for decommissioning costs are recognised as a result of the constructive obligation as a result of
past practise in the oil and gas industry, when it is possible that an outflow of economic resources will be
required to settle the liability and a reliable estimate can be made. The estimated costs, based on current
requirements, technology and price levels, prevailing at the reporting date, are computed based on the
latest assumptions as to the scope and method of abandonment.
Provisions are measured at the fair value of the expenditures expected to be required to settle the
obligation using a pre-tax rate, updated at each reporting date that reflects current market assessments of
the time value of money and the risks specific to the obligation. The corresponding amount is capitalised as
part of the oil and gas properties and is amortised on a unit-of-production basis as part of the depreciation,
depletion and amortisation charge. Any adjustment arising from the estimated cost of the restoration and
abandonment cost is capitalised, while the charge arising from the accretion of the discount applied to the
expected expenditure is treated as a component of finance charges.
If the change in estimate results in an increase in the decommissioning provision and, therefore, an
addition to the carrying value of the asset, the Group considers whether this is an indication of impairment
of the asset as a whole, and if so, tests for impairment in accordance with IAS 36. If, for mature fields, the
revised oil and gas assets net of decommissioning provisions exceed the recoverable value, that portion of
the increase is charged directly to expense.

2.18 Contingencies
A contingent asset or contingent liability is a possible asset or obligation that arises from past events and
whose existence will be confirmed by the occurrence or non-occurrence of uncertain future events. The
assessment of the existence of the contingencies will involve management judgment regarding the outcome
of future events.

2.19 Income taxation

Current income tax
The tax expense for the period comprises current and deferred tax. Tax is recognised in the statement of
comprehensive income, except to the extent that it relates to items recognised in other comprehensive
income or directly in equity. In this case, the tax is also recognised in other comprehensive income or
directly in equity.
The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at
the balance sheet date in the country where the Group operates and generates taxable income.
Management periodically evaluates positions taken in tax returns with respect to situations in which
applicable tax regulations are subject to interpretation. It establishes provisions where appropriate on the
basis of amounts expected to be paid to the tax authorities.
Taxation on crude oil activities is provided in accordance with the Petroleum Profits Tax Act (PPTA)
CAP. P13 Vol. 13 LFN 2004 and on its gas operations in accordance with the Companies Income Tax Act
(CITA) CAP. C21 Vol. 3 LFN 2004. Education tax is assessed at 2 per cent. of the assessable profits.

169
 Notes to the historical financial information (Continued)

2. BASIS OF PREPARATION AND SIGNIFICANT ACCOUNTING POLICIES (Continued)

Deferred tax
Deferred tax is recognised, using the liability method, on temporary differences arising between the
carrying amounts of assets and liabilities in the consolidated historical financial information and the
corresponding tax bases used in the computation of taxable profit.
A deferred income tax charge is determined using tax rates (and laws) that have been enacted or
substantively enacted by the balance sheet date and are expected to apply when the related deferred
income tax asset is realised or the deferred income tax liability is settled.
Deferred tax liabilities are generally recognised for all taxable temporary differences. Deferred tax assets
are generally recognised for all deductible temporary differences to the extent that it is probable that
taxable profits will be available against which those deductible temporary differences can be utilised. Such
deferred tax assets and liabilities are not recognised if the temporary difference arises from goodwill or
from the initial recognition (other than a business combination) of other assets and liabilities in a
transaction that affects neither the taxable profit nor the accounting profit.
Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset
current tax assets against current tax liabilities and when the deferred income tax assets and liabilities
relate to income taxes levied by the same taxation authority on either the same taxable entity or different
taxable entities where there is an intention to settle the balances on a net basis.

2.20 Leases
The determination of whether an arrangement is, or contains, a lease is based on the substance of the
arrangement at the inception date. The arrangement is assessed for whether fulfilment of the arrangement
is dependent on the use of a specific asset or assets or the arrangement conveys a right to use the asset or
assets, even if that right is not explicitly specified in an arrangement.
Operating lease payments and capitalised prepaid operating leases are recognised as an operating expense
in the statement of comprehensive income on a straight-line basis over the lease term.

3. JUDGMENTS, ESTIMATES AND ASSUMPTIONS

The preparation of the Group’s consolidated historical financial information requires management to
make judgments, estimates and assumptions that affect the reported amounts of revenues, expenses, assets
and liabilities, and the accompanying disclosures, and the disclosure of contingent liabilities. Uncertainty
about these assumptions and estimates could result in outcomes that require a material adjustment to the
carrying amount of assets or liabilities affected in future periods.

Judgments
In the process of applying the Group’s accounting policies, management has made the following
judgments, which have the most significant effect on the amounts recognised in the consolidated historical
financial information:

(i) Acquisition of a 45 per cent. participating interest in producing assets (note 10)
The acquisition of a 45 per cent. participating interest in OMLs 4, 38 and 41 included an acquisition of
assets and certain processes, which would imply that the acquisition is that of a business. However, based
on the fact that NNPC has a 55 per cent. interest in the acquired assets, the Group does not have control.
As a result, the Group has determined that the most appropriate accounting treatment is to adopt the
principles of IFRS 11, Joint arrangements, with the exception of adopting IFRS 3, Business combinations,
when accounting for the contingent consideration.

(ii) Acquisition of a 40 per cent. participating interest in producing assets (note 10)
The acquisition of a 40 per cent. participating interest in OPL 283 (the Umuseti/Igbuku Fields), in 2013,
has been accounted for as an acquisition of assets, with the exception of adopting IFRS 3, Business

170
 Notes to the historical financial information (Continued)

3. JUDGMENTS, ESTIMATES AND ASSUMPTIONS (Continued)

combinations, when accounting for the contingent consideration. This is on the basis that the Group does
not have control.

(iii) Capital Contribution (note 17)

Pursuant to the shareholders agreement in respect of the Company dated 22 December 2009 (the
‘‘Shareholders Agreement’’), Etablissements Maurel et Prom S.A. (‘‘Etablissements Maurel et Prom’’) (was
to pay the Group $40 million for acquisition-related sunk costs. This was separate from the payments
received for shares in the Group. The absence of other terms and conditions attached to the funds is an
indication that SEPLAT does not have a contractual obligation to pay back the amount received from
Etablissements Maurel et Prom in cash or with another financial asset since the terms and conditions
which exist in the Shareholders Agreement do not have repayment terms.
By applying the expanded definition of an equity instrument, it can be concluded that the transfer of funds
is an equity instrument because:
(a) The Group does not have a contractual obligation to deliver cash or another financial asset to
Etablissements Maurel et Prom settle the amount received from it. The Group also does not have a
contractual obligation to exchange financial assets or financial liabilities with Etablissements Maurel
et Prom under conditions that are potentially unfavourable; and
(b) The Group does not have a contractual obligation to settle the amount received from Etablissements
Maurel et Prom by issuing equity instruments.
Furthermore, the Group has not issued shares to Etablissements Maurel et Prom after receiving the funds,
and therefore this cannot be classified as share capital or share premium. As a result, treatment as a capital
contribution was deemed most appropriate.

Estimates and assumptions

The key assumptions concerning the future and other key sources of estimation uncertainty at the
reporting date that have a significant risk of causing a material adjustment to the carrying amounts of
assets and liabilities within the next financial year are described below. The Group based its assumptions
and estimates on parameters available when the consolidated financial statements were prepared. Existing
circumstances and assumptions about future developments may change due to market changes or
circumstances arising that are beyond the control of the Group. Such changes are reflected in the
assumptions when they occur.

(i) Contingent consideration (note 20)

In 2013, the Group recognised the contingent consideration in relation to its acquisition of a participating
interest in assets within OPL 283 (the Umuseti/Igbuku Fields). The contingency criteria are the
achievement of certain production milestones. The Group expects these to be met in 2015. At inception,
the present value was capitalised to the cost of the asset and a corresponding liability was recorded.
An additional consideration of $33 million was paid by SEPLAT on 22 October 2012 in connection with
the acquisition agreement relating to OMLs 4, 38 and 41, which stated that if Brent price per barrel was
greater than or equal to the average price of $80, as calculated over a period of 731 consecutive calendar
days starting 30 July 2010, such additional consideration would become payable to the assignor.
At inception, the amount was capitalised to the cost of the asset and a corresponding liability was recorded
based on the probability of the oil price being above $80 per barrel. A swap of $79.80 per barrel, which
reflects the average price of Brent dated on the period from 26 August 2010 to 26 August 2012 was used in
the calculation of the fair value of the liability and benchmarked against prices used by other industry
experts.

171
 Notes to the historical financial information (Continued)

3. JUDGMENTS, ESTIMATES AND ASSUMPTIONS (Continued)

(ii) Oil and gas reserves (note 10)
Proved oil and gas reserves are used in the units of production calculation for depletion as well as the
determination of the timing of well closure and impairment analysis. There are numerous uncertainties
inherent in estimating oil and gas reserves. Assumptions that are valid at the time of estimation may
change significantly when new information becomes available. Changes in the forecast prices of
commodities, exchange rates, production costs or recovery rates may change the economic status of
reserves and may ultimately result in the reserves being restated.
The Group makes estimates and assumptions concerning the future. The resulting accounting estimates
will, by definition, seldom equal the related actual results. Such estimates and assumptions are continually
evaluated and are based on historical experience and other factors, including expectations of future events
that are believed to be reasonable under the circumstances.

(iii) Provision for decommissioning (note 21)

Provisions for environmental clean-up and remediation costs associated with the Group’s drilling
operations are based on current constructions, technology, price levels and expected plans for remediation.
Actual costs and cash outflows can differ from estimates because of changes in public expectations, prices,
discovery and analysis of site conditions and changes in clean-up technology.

(iv) Recoverability of assets carrying amount (note 10)

The Group assesses its property, plant and equipment, including exploration and evaluation assets, for
possible impairment if there are events or changes in circumstances that indicate that carrying values of the
assets may not be recoverable, or at least at every reporting date. Such indicators include changes in the
Group’s business plans, changes in commodity prices, evidence of physical damage and, for oil and gas
properties, significant downward revisions of estimated recoverable volumes or increases in estimated
future development expenditure.
If there are low oil prices or natural gas prices during an extended period the Group may need to recognise
significant impairment charges. The assessment for impairment entails comparing the carrying value of the
cash-generating unit with its recoverable amount, that is, value in use. Value in use is usually determined
on the basis of discounted estimated future net cash flows. Determination as to whether and how much an
asset is impaired involves management estimates on highly uncertain matters such as future commodity
prices, the effects of inflation on operating expenses, discount rates, production profiles and the outlook
for regional market supply-and-demand conditions for crude oil and natural gas.

(v) Contingencies (note 28)

By their nature, contingencies will only be resolved when one or more uncertain future events occur or fail
to occur. The assessment of the existence, and potential quantum, of contingencies inherently involves the
exercise of significant judgment and the use of estimates regarding the outcome of future events.

(vi) Income taxes (note 8)

The Group is subject to income taxes only by the Nigerian tax authority, which does not require much
judgment in terms of provision for income taxes, but a certain level of judgment is required for recognition
of the deferred tax assets. Management is required to assess the ability of the Group to generate future
taxable economic earnings that will be used to recover all deferred tax assets. Assumptions about the
generation of future taxable profits depend on management’s estimates of future cash flows. The estimates
are based on the future cash flow from operations taking into consideration the oil and gas prices, volumes
produced, operational and capital expenditure.

4. FINANCIAL RISK MANAGEMENT

The Group’s activities expose it to a variety of financial risks such as market risk (including currency risk,
interest rate risk and price risk), credit risk and liquidity risk. The Group’s risk management programme

172
 Notes to the historical financial information (Continued)

4. FINANCIAL RISK MANAGEMENT (Continued)

focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the
Group’s financial performance.
Risk management is carried out by the treasury department under policies approved by the board of
directors. The board provides written principles for overall risk management, as well as written policies
covering specific areas, such as foreign exchange risk, interest rate risk, credit risk and investment of excess
liquidity.

4.1 Liquidity risk

Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due.
The Group manages liquidity risk by ensuring that sufficient funds are available to meet its commitments
as they fall due.
The Group uses both long-term and short-term cash flow projections to monitor funding requirements for
activities and to ensure there are sufficient cash resources to meet operational needs. Cash flow
projections take into consideration the Group’s debt financing plans and covenant compliance.
Surplus cash held is transferred to the treasury department which invests in deposit bearing current
accounts, time deposits and money market deposits.
The following table details the Group’s remaining contractual maturity for its non-derivative financial
liabilities with agreed maturity periods. The table has been drawn based on the undiscounted cash flows of
the financial liabilities based on the earliest date on which the Group can be required to pay.
$000
As at
$000 31 December
Effective Less than $000 $000 $000 2013
interest rate % 1 year 1-2 years 2-3 years 3-5 years Total

Shareholders loan . . . . . . ... 7.125% 48,041 — — — 48,041

Bank loans:
Skye Bank Plc . . . . . . . . . . . . 8% 11,971 15,025 13,118 — 40,114
United Bank for Africa Plc . . . 7.5%+Libor 14,310 17,965 16,271 — 48,546
First Bank of Nigeria Plc . . . . 7.5%+Libor 95,113 26,265 22,295 — 143,673
Africa Export-Import Bank . . . 7.5%+Libor 16,857 21,600 19,339 — 57,796
Contingent consideration . . . . — 10,000 — — 10,000
Trade and other payables . . . . 136,934 — — — 136,934
323,226 90,855 71,023 485,104

$000
As at
31 December
Effective Less than 2012
interest rate % 1 year 1-2 years 2-3 years 3-5 years Total
Shareholders loan . . . . . . . ..... 7.125% 49,286 — — — 49,286
Bank loans:
Skye Bank Plc . . . . . . . . . . . . . . . 8% 9,600 12,100 11,300 7,950 40,950
United Bank for Africa Plc . . . . . 7.5%+ Libor 13,722 17,339 16,156 14,983 62,200
First Bank of Nigeria Plc . . . . . . . 7.5%+ Libor 14,454 18,256 17,021 12,026 61,757
Africa Export Import Bank . . . . . 7.5%+ Libor 13,457 17,272 16,406 11,791 58,926
Trade and other payables . . . . . . . 129,025 — — — 129,025
229,544 64,967 60,883 46,750 402,144

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 Notes to the historical financial information (Continued)

4. FINANCIAL RISK MANAGEMENT (Continued)

$000
31 December
Effective Less than 2011
interest rate % 1 year 1-2 years 2-3 years 3-5 years Total

Shareholders loan . . . . . . . ..... 7.125% 3,729 49,286 — — 53,015

Bank loans:
Skye Bank Plc . . . . . . . . . . . . . . 8% 13,536 9,600 12,100 19,267 54,503
United Bank for Africa Plc . . . . . 7.5%+ Libor 19,270 13,722 17,339 31,139 81,470
First Bank of Nigeria Plc . . . . . . . 7.5%+ Libor 20,284 14,454 18,256 29,047 82,041
Africa Export-Import Bank . . . . . 7.5%+ Libor 18,627 13,457 17,272 28,197 77,553
Contingent consideration . . . . . . . 33,000 — — — 33,000
Trade and other payables . . . . . . 26,034 — — — 26,034
134,480 100,519 64,967 107,650 407,616
4.2 Market Risk
Market risk is the risk of loss that may arise from changes in market factors such as commodity prices,
interest rates and foreign exchange rates.

Commodity price risk

The Group is exposed to the risk of fluctuations on crude oil prices. The Group does not hedge against this
risk but currently sells all oil that it produces to Shell Trading at market prices calculated in accordance
with the terms of the Off-take Agreement.
The following table summarises the impact on the Group’s profit before tax of a 10 per cent. change in
crude oil prices, with all other variables held constant:
$000
Change in Effect on
crude oil profit before
prices tax

2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $10.9 / bbl 67

2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $11.2 / bbl 49
2011 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $11.2 / bbl 36

Interest rate risk

The Group’s exposure to interest rate risk relates primarily to long-term borrowings. Borrowings issued at
variable rates expose the Group to cash flow interest rate risk which is partially offset by cash held at
variable rates. Borrowings issued at fixed rates do not expose the Group to market interest rate risk. Most
of the Group’s borrowings are denominated in US dollars.
The Group is exposed to cash flow interest rate risk on short-term deposits to the extent that the
significant reductions in market interest rates would result in a decrease in the interest earned by the
Group.
The following table demonstrates the sensitivity to changes in LIBOR rate, with all other variables held
constant, of the Group’s profit before tax.

$000
Effect on
Change in profit before
interest rate tax

2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1% 4,525
2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1% 2,835
2011 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1% 3,222

174
 Notes to the historical financial information (Continued)

4. FINANCIAL RISK MANAGEMENT (Continued)

Foreign exchange risk
The Group has transactional currency exposures that arise from sales or purchases in currencies other than
the respective functional currency. The Group is exposed to exchange rate risk to the extent that balances
and transactions are denominated in a currency other than the US dollar.
The Group holds the majority of its cash and cash equivalents in US dollars. However, the Group does
maintain deposits in Naira in order to fund ongoing general and administrative activity and other
expenditure incurred in this currency.
As at 31 December 2013, the Group held $1.9 million equivalent in Nigerian Naira (31 December 2012:
$6.0 million, 31 December 2011: $9.0 million).
The following table demonstrates the sensitivity to a reasonably possible change in the foreign exchange
rate, with all other variables held constant, of the Group’s profit before tax due to changes in the carrying
value of monetary assets and liabilities at the reporting date:

$000
Change in Effect on
foreign exchange profit before
rate tax

2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5% 4,893
2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5% 4,810
2011 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5% 851

4.3 Credit risk

Credit risk refers to the risk of a counterparty defaulting on its contractual obligations resulting in financial
loss to the Group. Credit risk arises from the Group’s cash at banks and accounts receivable balances.
The Group’s trade with Shell Western Supply and Trading Limited (‘‘Shell Trading’’), is as specified within
the terms of the crude off-take agreement and will run for 5 years until 30 July 2015 with 30-day payment
terms. In addition, the Group is exposed to credit risk in relation to its trade with Nigerian Gas Group
Limited, a subsidiary of NNPC, the sole customer during the period. The Group monitors receivable
balances on an ongoing basis and there has been no significant history of late collections.
The credit risk on cash is limited because the majority of deposits are with a bank that has an acceptable
credit rating assigned by an international credit agency. The Group’s maximum exposure to credit risk due
to default of the counter party is equal to the carrying value of its financial assets.
The accounts receivable balance includes the following related party receivables:

Percentage of total receivables

31 December 31 December 31 December
Related parties Payment terms 2013 2012 2011

NPDC 14 days 69% 69% 32%

Shebah Exploration and Advance expected to be 0% 4% 15%
Production Company Limited refunded
(‘‘SEPCOL’’)
Cardinal Drilling Services Limited Advance which will be 5% 8% 44%
(‘‘Cardinal’’) amortised over the life of
the contract

175
 Notes to the historical financial information (Continued)

4. FINANCIAL RISK MANAGEMENT (Continued)

The maximum exposure to credit risk as at the reporting date is:

$000 $000 $000

31 December 31 December 31 December
2013 2012 2011

Trade and other receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . 410,430 294,302 100,136

Cash and cash at banks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 169,461 154,332 201,777
579,891 448,634 301,913

4.4 Fair value

Set out below is a comparison by category of carrying amounts and fair value of all the Group’s financial
instruments:

Carrying amount Fair value

$000 $000 $000 $000 $000 $000
31 December 31 December 31 December 31 December 31 December 31 December
2013 2012 2011 2013 2012 2011

Financial liabilities
Liabilities for which fair value are
disclosed:
Borrowings—Shareholder loan . . 48,041 46,997 47,329 48,041 46,997 47,329
Borrowings—Bank loans . . . . . . . 262,562 200,606 254,202 262,562 200,606 254,202
Liabilities measured at fair value:
Contingent consideration . . . . . . 8,245 — 32,858 8,245 — 32,858
318,848 247,603 334,389 318,848 247,603 334,389

The loans are all LIBOR loans which are re-priced on a pre-determined basis as defined in the loan
agreement. As a result, the loans are always carried at market rate and there is no indication of credit
spread change or change in credit risk for the Group. The fair value equals the carrying amount of the
loans using market rates without taking transaction costs into consideration.

Fair value hierarchy

The Group uses the following hierarchy for determining and disclosing the fair value of financial
instruments which are measured at fair value by valuation techniques:
• Level 1—Quoted (unadjusted) market prices in active markets for identical assets or liabilities
• Level 2—Valuation techniques for which the lowest level input that is significant to the fair value
measurement is directly or indirectly observable
• Level 3—Valuation techniques for which the lowest level input that is significant to the fair value
measurement is unobservable
Information relating to the fair value of contingent consideration and borrowings is based on Level 3
valuation techniques.
There were no transfers between fair value levels during the periods presented.
The following methods and assumptions were used to estimate the fair values:
• Fair values of the Group’s interest-bearing loans and borrowings are determined by using discounted
cash flow models that use effective interest rates that reflect the borrowing rate as at the end of the
reporting period.
• The fair value of the Group’s contingent consideration is determined using the discounted cash flow
model. The estimated future cash flow was discounted to present value.

176
 Notes to the historical financial information (Continued)

4. FINANCIAL RISK MANAGEMENT (Continued)

Reconciliation of fair value measurements of Level 3 financial instruments:

Contingent consideration $000

At 1 January 2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . —
Additions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,731
Movement through the income statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 514
At 31 December 2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8,245

4.5 Capital management

The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a going
concern in order to provide returns for shareholders and benefits for other stakeholders, to maintain
optimal capital structure and to reduce the cost of capital. The net debt ratio is calculated as net debt
divided by total capital. Net debt is calculated as total borrowings less cash and cash equivalents.

$000 $000 $000

31 December 31 December 31 December
2013 2012 2011

Borrowings: . . . . . . . . . . . . . . . .... . . . . . . . . . . . . . . . . . . . . 310,603 247,605 301,531

Less: cash and cash equivalents .... . . . . . . . . . . . . . . . . . . . . (169,461) (56,332) (201,777)
Net debt . . . . . . . . . . . . . . . . . .... . . . . . . . . . . . . . . . . . . . . 141,142 191,273 99,754
Total equity . . . . . . . . . . . . . . . .... . . . . . . . . . . . . . . . . . . . . 732,199 181,873 106,774
Total capital . . . . . . . . . . . . . . .... . . . . . . . . . . . . . . . . . . . . 873,341 373,146 206,528
Net debt (net debt/total capital) ratio . . . . . . . . . . . . . . . . . . . . 16% 51% 48%
As at 31 December 2013, the Group’s net debt ratio was 16 per cent. in accordance with Group policy.

5. REVENUE
$000 $000 $000
2013 2012 2011

Crude oil sales as invoiced . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 815,354 585,612 475,470

Changes in lifting (in line with participating interests of both parties) . . . 46,795 12,689 (25,910)
862,149 598,301 449,560
Gas sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18,078 26,245 1,760
Total revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 880,227 624,546 451,320

The sole off-taker for crude oil is Shell Trading.

6. COST OF SALES, GENERAL AND ADMINISTRATIVE EXPENSES AND OTHER OPERATING

INCOME
$000 $000 $000
2013 2012 2011

Cost of sales
Crude handling fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31,968 23,564 23,605
Royalties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 191,856 108,480 86,375
Niger Delta Development Commission levy . . . . . . . . . . . . . . . . . . . . . . 12,690 6,086 3,888
Depreciation on producing assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27,898 32,788 62,550
Rig related costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27,037 44,788 9,081
Other field expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39,494 34,596 20,857
330,943 250,302 206,356

177
 Notes to the historical financial information (Continued)

6. COST OF SALES, GENERAL AND ADMINISTRATIVE EXPENSES AND OTHER OPERATING

INCOME (Continued)
Other field expenses includes costs relating to operational expenditures that do not specifically relate to
rigs such as minor clean-up cost, repair and maintenance of field equipment and field insurance.

$000 $000 $000

2013 2012 2011

General and administrative expenses

Depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,976 2,099 1,303
Amortisation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 93 90 90
Professional fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25,469 10,852 822
Directors emoluments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,518 4,037 2,121
Donations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 255 59
Rental expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,272 744 807
Employee benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13,219 12,299 10,445
Business development . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53 962 31,776
Other general expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21,367 16,988 9,434
71,977 48,326 56,857

The business development expense in 2011 is related to expenses incurred during the year to acquire new
blocks. The effort was not successful.
Other general expenses relate to costs such as office maintenance costs, telecommunication costs, and
logistics costs.

$000 $000 $000

2013 2012 2011

Other operating income

Royalty income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 1,709 —
Crude transportation income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 461 —
Profit/loss on sale of fixed assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 84 13 —
Sale of scraps . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 320 — —
404 2,183 —

Royalty income represents the income from a shareholder for producing and lifting from a marginal field
within the Group’s OMLs (note 26).
Sale of scraps represents the sale value of scrapped tubings from work-over wells.

7. FINANCE INCOME AND FINANCE CHARGES

$000 $000 $000

2013 2012 2011
Finance income
Interest income . . . . . . . . . . . . .............................. 658 1,788 —
Finance charges
Shareholder loan . . . . . . . . . . . .............................. 4,206 3,398 7,615
Bank loan . . . . . . . . . . . . . . . . .............................. 15,845 31,071 15,932
Unwinding of discount provision for decommissioning (note 21) . . . . . . . 1,754 1,517 1,319
21,805 35,986 24,866

178
 Notes to the historical financial information (Continued)

8. TAXATION
Tax on profit

$000 $000 $000

2013 2012 2011

Current tax:
Current tax charge for the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 95,416 69,430
Adjustment in respect of prior year . . . . . . . . . . . . . . . . . . . . . . . . . . . . 617 — —
617 95,416 69,430
Deferred tax:
Origination and reversal of temporary differences . . . . . . . . . . . . . . . . . (93,362) 91,140 31,604
Total tax (credit)/expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (92,745) 186,556 101,034
Effective tax rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (20%) 63% 65%

Reconciliation of effective tax rate

The applicable tax rates for 2013 were 0 per cent. (PPT: 2012: 65.75 per cent., 2011: 65.75 per cent.; income
tax: 2012: 30 per cent., 2011: 30 per cent.).
During 2013, applications were made by SEPLAT and its wholly owned subsidiary, Newton Energy, for the
tax incentives available under the provisions of the Industrial Development (Income Tax Relief) Act. In
February 2014, SEPLAT was granted the incentives in respect of the tax treatment of OMLs 4, 38 and 41.
Newton Energy was also granted similar incentives in respect of the tax treatment of OPL 283. Under
these incentives, the companies’ profits are subject to a tax rate of 0% with effect from 1 January 2013 to
31 December 2017 for SEPLAT and 1 June 2013 to 31 May 2018 for Newton Energy. The new incentives
form the basis of the Group’s current and deferred taxation in the financial statements.
A reconciliation between income tax expense and accounting profit before income tax multiplied by the
applicable statutory tax rate is as follows:

$000 $000 $000

2013 2012 2011

Profit before tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 457,523 295,655 154,458

Expected tax change based on statutory rates . . . . . . . . . . . . . . . . . . . . . — 194,393 101,556
Enhanced relief on drilling expenditure . . . . . . . . . . . . . . . . . . . . . . . . . — (2,294) (409)
Impact of different tax rates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — (4,273) 1,134
Impact of tax incentive on deferred tax balances . . . . . . . . . . . . . . . . . . (93,362) — —
Other permanent differences . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — (1,270) (1,246)
Adjustment in respect of prior periods . . . . . . . . . . . . . . . . . . . . . . . . . . 617 — —
(92,745) 186,556 101,035

The movement in the current income tax (prepayment)/liability is as follows:

$000 $000 $000
2013 2012 2011

Balance at the beginning of the year . . . . . . . . . . . . . . . . . . . . . . . . . 77,218 63,001 25,829

Tax paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (106,584) (81,199) (32,258)
Income tax charge . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 95,416 69,430
Adjustment in respect of prior year . . . . . . . . . . . . . . . . . . . . . . . . . . 617 — —
Balance at the end of the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (28,749) 77,218 63,001

179
 Notes to the historical financial information (Continued)

9. DEFERRED TAX
The movement in deferred tax assets and deferred tax liabilities is as follows:

Deferred tax assets

$000
$000 $000 Other
Fixed Provision for temporary $000
assets abandonment differences Total

At 1 January 2011 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 654 5,781 22,947 29,382

(Charged)/credited to the statement of comprehensive
income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (654) 868 22,702 22,916
At 31 December 2011 . . . . . . . . . . . . . . . . . . . . . . . . . . — 6,649 45,649 52,298
(Charged)/credited to the statement of comprehensive
income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 3,691 (29,947) (26,256)
At 31 December 2012 . . . . . . . . . . . . . . . . . . . . . . . . . . — 10,340 15,702 26,042
(Charged)/credited to the statement of comprehensive
income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — (1,090) (15,702) (16,792)
At 31 December 2013 . . . . . . . . . . . . . . . . . . . . . . . . . . — 9,250 — 9,250

Deferred tax liabilities

$000
Fixed $000
assets Total

At 1 January 2011 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — —
(Charged)/credited to the statement of comprehensive income . . . . . . . . . . . . . . (54,521) (54,521)
At 31 December 2011 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (54,521) (54,521)
(Charged)/credited to the statement of comprehensive income . . . . . . . . . . . . . . (64,883) (64,883)
At 31 December 2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (119,404) (119,404)
(Charged)/credited to the statement of comprehensive income . . . . . . . . . . . . . . 110,154 110,154
At 31 December 2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (9,250) (9,250)

Net deferred tax liability at 31 December 2013 is nil (2012: US$93.4 million, 2011: US$2.2 million).
Deferred tax has not been recognised on deductible temporary differences of US$3.7 million as
management does not consider there to be sufficient evidence to support the recoverability of these assets.

180
 Notes to the historical financial information (Continued)

10. PROPERTY, PLANT AND EQUIPMENT

$000 $000 $000

Production $000 $000 Office, IT $000 Assets
and field Plant and Motor equipment Leasehold under $000
facilities machinery vehicles and fittings improvements construction Total

At 1 January 2011 . . . . . . . . . 351,540 2,984 745 1,117 170 356,556

Additions . . . . . . . . . . . . . . . 1,821 107 811 1,589 145 7,569 12,042
Reclassification . . . . . . . . . . . 2,954 (2,954) — — — — —
Depreciation . . . . . . . . . . . . . (62,550) (14) (352) (873) (64) — (63,853)
Net book value . . . . . . . . . . . . 293,765 123 1,204 1,833 251 7,569 304,745
At 31 December 2011
Cost . . . . . . . . . . . . . . . . . . . 371,448 138 1,606 2,849 315 7,569 383,925
Accumulated depreciation . . . (77,683) (15) (402) (1,016) (64) — (79,180)
Net book value . . . . . . . . . . . . 293,765 123 1,204 1,833 251 7,569 304,745
At 1 January 2012 . . . . . . . . . 293,765 123 1,204 1,833 251 7,569 304,745
Additions . . . . . . . . . . . . . . . 4,725 1,125 752 2,298 756 106,660 116,316
Disposals . . . . . . . . . . . . . . . . — — (59) — — — (59)
Depreciation . . . . . . . . . . . . . (32,788) (121) (446) (1,336) (196) (34,887)
Net book value . . . . . . . . . . . . 265,702 1,127 1,451 2,795 811 114,229 386,115
At 31 December 2012
Cost . . . . . . . . . . . . . . . . . . . 376,173 1,263 2,299 5,147 1,071 114,229 500,182
Accumulated depreciation . . . (110,471) (136) (848) (2,352) (260) — (114,067)
Net book value . . . . . . . . . . . . 265,702 1,127 1,451 2,795 811 114,229 386,115
At 1 January 2013 . . . . . . . . . 265,702 1,127 1,451 2,795 811 114,229 386,115
Additions . . . . . . . . . . . . . . . 55,427 752 699 2,902 86 170,401 230,267
Transfers . . . . . . . . . . . . . . . . 49,347 — — — — (49,347) —
Disposal . . . . . . . . . . . . . . . . — — (1) — — — (1)
Depreciation . . . . . . . . . . . . . (27,805) (382) (583) (1,920) (184) — (30,874)
Net book value . . . . . . . . . . . . 342,671 1,497 1,566 3,777 713 235,283 585,507
At 31 December 2013
Cost . . . . . . . . . . . . . . . . . . . 480,947 2,015 2,997 8,049 1,157 235,283 730,448
Accumulated depreciation . . . (138,276) (518) (1,431) (4,272) (444) — (144,941)
Net book value . . . . . . . . . . . . 342,671 1,497 1,566 3,777 713 235,283 585,507

Assets under construction represent costs capitalised in connection with the development of Group’s oil
fields and other fixed assets not yet ready for their intended use.
As of 31 December 2013, 2012 and 2011, the Group did not recognise any asset impairment and
management believes that there are no indications of asset impairment.
Production and field facilities additions in 2013 included $57.7 million for the 40 per cent. participating
interest in the Umuseti/Igbuku Fields including $7.7 million contingent consideration (Note 20).
As of 31 December 2013, management has estimated decommissioning expenditure to be incurred in 2027
(2012: 2025, 2011: 2025). The change in estimate, a decrease of $2.9 million, is included in the 2013
movement in ‘‘production and field facilities’’. Similarly, a change in estimate of discount rate to 12.4 per
cent. from 15 per cent. in 2012 resulted in an increase of $4.1 million which has been included in additions
to ‘‘production and field facilities’’ in 2012.
The Group’s present and future assets (except those jointly owned with NNPC/NPDC) are pledged as
security for the FBN letter of credit of $94.5 million while all equipment, machinery and immovable
property of the Group is pledged as security for the syndicate credit facility.

181
 Notes to the historical financial information (Continued)

11. INTANGIBLE ASSETS

$000 $000 $000

2013 2012 2011

At beginning of the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 234 324 414

Amortisation for the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (93) (90) (90)
At end of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 141 234 324
At end of year
Cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 452 452 452
Accumulated amortisation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (311) (218) (128)
Net book value . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 141 234 324

Intangible assets relate to an oil mining license granted to the Group that is expected to expire in 2019.

12. NON-CURRENT PREPAYMENTS

$000 $000 $000

31 December 31 December 31 December
2013 2012 2011

Rent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,829 875 1,000

Drilling services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9,333 13,333 —
Deposit for producing asset . . . . . . . . . . . . . . . . . . . . . . . . . . . 69,000 — —
Tax paid in advance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28,748 — —
108,910 14,208 1,000

Deposit for producing assets:

During 2013, SEPLAT executed a sale and purchase agreement with Chevron Nigeria Limited (‘‘CNL’’)
in relation to producing assets in OML 53, subject to conditions precedent being met (the
‘‘CNL Assets SPA’’).
The conditions precedent are yet to be met.
Part of the requirements of the bid was to put in place a letter of credit with a commercial bank for a
portion of the bid price, which is non-refundable once the CNL Assets SPA has been signed. SEPLAT
placed $69 million on deposit, which has been called by CNL upon the signing of the CNL Assets SPA.
On the basis that SEPLAT is pursuing completion of the transaction, the deposit has been treated as a
prepayment.

Tax paid in advance:

SEPLAT paid a total installment sum of $28 million for 2013. This was accounted for as a tax credit under
non-current prepayment until 2018 when the Company will be expected to offset it against its tax liability.

Drilling services:
In 2012, SEPLAT signed an agreement with Cardinal with respect to the exclusive use of 2 rigs for 5 years.
SEPLAT agreed to pay a $20 million advance in relation to the exclusive use of these rigs. This $20 million
has been recognised as a prepayment and amortised over the life of the agreement (5 years). The long-
term portion as at 31 December 2013 is $9.3 million.

Rent:
As at 31 December 2013, the Group has entered into two commercial leases in relation to the two
buildings that it occupies in Lagos, one of which is with a related party (note 26). The Group has prepaid
the rent. The two leases are non-cancellable.

182
 Notes to the historical financial information (Continued)

13. INVENTORIES
Inventories represent the value of tubulars, casing and wellheads. The inventory is carried at the lower of
cost and net realisable value.

$000 $000 $000

31 December 31 December 31 December
2013 2012 2011

Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43,112 24,949 10,903

43,112 24,949 10,903

14. TRADE AND OTHER RECEIVABLES

$000 $000 $000

31 December 31 December 31 December
2013 2012 2011

Trade receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 68,747 60,232 1,976

Nigerian Petroleum Development Company (NPDC) . . . . . . . . . 283,628 202,772 32,527
Advances to related parties (note 26) . . . . . . . . . . . . . . . . . . . . 10,159 21,399 59,177
Underlift . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26,387 — —
Prepayments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,079 4,280 4,155
Advances to suppliers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14,917 5,188 —
Other receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 513 431 2,301
410,430 294,302 100,136

Trade receivables are non-interest bearing and are generally on 30-day terms.
The amount due from NPDC includes outstanding cash calls, of which $247.7 million is overdue as at
31 December 2013 (31 December 2012: $48.9 million, 31 December 2011: Nil).
The ageing analysis of the trade receivables and amounts due from NPDC is as follows:
Neither
past due Past due but not impaired
nor
Total impaired <30 days 30-60 days 60-90 days 90-120 days >120 days
$000 $000 $000 $000 $000 $000 $000
Trade receivables
31 December 2011 . . . . 1,976 1,976 — — — — —
31 December 2012 . . . . 60,232 51,553 70 1,864 6,745 — —
31 December 2013 . . . . 68,747 51,670 6,983 1,247 903 1,283 6,661
NPDC
31 December 2011 . . . . 32,527 32,527 — — — — —
31 December 2012 . . . . 202,772 153,854 — — 14,780 34,138 —
31 December 2013 . . . . 283,628 35,954 — 101,038 15,408 18,127 113,101
Shell Trading has subsequently settled the outstanding balance of $47.5 million in January 2014. NPDC has
paid a total of $97 million from the outstanding balance and has also given an assurance letter on the
payment of the 2011 and 2012 outstanding cash calls.

15. CASH AND CASH EQUIVALENTS

$000 $000 $000
As at As at As at
31 December 31 December 31 December
2013 2012 2011

Cash on hand . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38 36 83
Cash at bank . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 169,423 154,296 201,694
169,461 154,332 201,777

183
 Notes to the historical financial information (Continued)

15. CASH AND CASH EQUIVALENTS (Continued)

At 31 December 2013, cash at bank included the debt service reserve of $22.3 million (2012: $17.6 million,
2011: Nil) deposited pursuant to the covenant in relation to the bank syndicated loan. The debt service
reserve account balance is the amount equal to at least the aggregate of the amounts of principal and
interest projected to fall due on the next successive principal payment dates and dates for the payment of
interest on the Loans.
At 31 December 2012, cash at bank included $98 million of restricted cash received from one of the
Company’s shareholders, MPI S.A. (‘‘MPI’’), which was to have been used for the purposes of a potential
acquisition. During January 2013 this amount was returned to MPI as the transaction did not occur.

16. SHARE CAPITAL

The amount of issued and paid up capital for each year is as follows:
Share
capital
Number US$000

Authorised ordinary share capital

At 31 December 2011(i) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100,000,000 690
At 31 December 2012(i) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100,000,000 690
Ordinary shares denominated in Nigerian20JAN201405225537
Naira of 0.50 per share . . . . . . . . 900,000,000 2,645
At 31 December 2013(i) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,000,000,000 3,335
Ordinary shares issued and fully paid
At 31 December 2011(i) . . . ..................................... 100,000,000 690
At 31 December 2012(i) . . . ..................................... 100,000,000 690
Issued in July 2013(ii) . . . . . ..................................... 300,000,000 644
At 31 December 2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 400,000,000 1,334

(i) 20JAN201405225537
100,000,000 shares denominated in Nigerian Naira of 1 per share.
(ii) 20JAN201405225537
300,000,000 ordinary shares denominated in Nigerian Naira of 0.50 per share.

Fully paid ordinary shares carry one vote per share and carry the right to dividends.
During the year, the Company sub-divided its shares 20JAN201405225537
20JAN201405225537
from 1 to 0.50 per share resulting in an increase in
the number of shares issued from 100 million to 200 million ordinary shares. On 31 July 2013, the number
of ordinary shares was increased to 400 million by way of a bonus issue to existing shareholders; these were
issued from the revenue reserve. In August 2013 the authorised share capital was increased from
20JAN201405225537400 million
20JAN201405225537 20JAN201405225537
to 1 billion denominated in 0.50 per share.

17. CAPITAL CONTRIBUTION

$000 $000 $000

2013 2012 2011
Additional contribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40,000 40,000 40,000

This represents Etablissements Maurel et Prom’s additional cash contribution to the Company. In
accordance with the Shareholders Agreement, the amount was used by the Company to pay off acquisition
costs and for working capital as was required at the commencement of operations. Subsequently, the
interest held by Etablissements Maurel et Prom was transferred to MPI. All terms and conditions
previously held by Etablissements Maurel et Prom were re-assigned to MPI.

184
 Notes to the historical financial information (Continued)

18. RETAINED EARNINGS/(LOSS)

$000 $000 $000

2013 2012 2011

At beginning of year . . . . . .......... . . . . . . . . . . . . . . . . . . . . . . . . 141,183 66,084 12,660

Bonus issue . . . . . . . . . . . . .......... . . . . . . . . . . . . . . . . . . . . . . . . (644) — —
Total comprehensive income for the year . . . . . . . . . . . . . . . . . . . . . . . . . 550,268 109,099 53,424
Dividends declared . . . . . . .......... . . . . . . . . . . . . . . . . . . . . . . . . — (34,000) —
At end of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 690,807 141,183 66,084

Dividends of $1.4 million ($0.004 per share), $12.6 million ($0.032 per share) and $20 million ($0.050 per
share) for 2010, 2011 and 2012, respectively, were approved and paid in 2012. A dividend of $40 million
($0.10 per share) for 2013 was approved and paid in 2014.

19. BORROWINGS

$000 $000 $000

31 December 31 December 31 December
2013 2012 2011

Non-current
$153m shareholder loan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — 47,329
$550m syndicate credit facility (2012: $550m, 2011: $275m) . . . . 120,850 146,356 199,952
120,850 146,356 247,281
Current
$153m shareholder loan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48,041 46,997 —
$550m syndicate credit facility (2012: $550m, 2011: $275m) . . . . 72,712 54,250 54,250
$94.5m FBN letter of credit . . . . . . . . . . . . . . . . . . . . . . . . . . . 69,000 — —
189,753 101,247 54,250

Shareholder loan
The shareholder loan represents the remaining amount (principal plus interest less repayment) due on the
$153 million shareholder loan obtained from MPI. Interest accrues monthly on the principal amount
outstanding at the higher of 5 per cent. above LIBOR or the interest rate incurred by MPI on its
borrowings and is repayable from the oil revenues generated from OMLs 4, 38 and 41 after deductions of
operational and capital expenditures. The principal is repayable at regular intervals and is required to be
fully repaid by July 2014. The loan was classified as short-term as at 31 December 2012 on the basis that
management expected to repay the loan in 2013.

Syndicate credit facility

The long-term bank loan represents a five-year senior, secured credit facility obtained from a syndicate of
lenders led by Afrexim. SEPLAT has a facility to drawdown up to $550 million until 2016. SEPLAT has
drawn $335 million of this facility and has made principal repayments in 2011, 2012 and 2013. Interest
accrues monthly on the principal amount outstanding at the LIBOR rate plus a margin ranging 5.00 per
cent to 7.50 per cent depending on the bank, subject to an interest rate floor of 8 per cent with one of the
banks. The Company has undrawn facilities of $215 million as at 31 December 2013 (31 December 2012

185
 Notes to the historical financial information (Continued)

19. BORROWINGS (Continued)

and 31 December 2011: $275 million). The loan is due to be fully repaid by August 2016, with the principal
repayment schedule as follows:
2011-2012 2013-2016
Principal payment cycle for Principal payment cycle for
Loan facility by bank $275 million $335 million

Afrexim . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $15,000,000 per annum $20,034,965 per annum

Skye Bank . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $10,000,000 per annum $13,356,643 per annum
First Bank . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $15,000,000 per annum $23,391,608 per annum
UBA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $14,250,000 per annum $15,928,322 per annum

FBN letter of credit

The current bank borrowings include $69 million drawn from a letter of credit obtained from FBN.
Interest accrues monthly at LIBOR plus 8.00 per cent.

20. CONTINGENT CONSIDERATION

$000 $000 $000

2013 2012 2011
At beginning of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 32,858 24,240
Additions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,731 — —
Fair value movements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 514 142 8,618
Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — (33,000) —
At end of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8,245 — 32,858

In 2013, the Group entered into an agreement with Pillar Oil to acquire a 40 per cent. participating interest
in the Umuseti/Igbuku Fields. The total consideration payable is $50 million upon signing of the
agreement and $10 million payable upon reaching certain production milestones ($5 million when average
daily production of 10,500 bopd of liquid hydrocarbon sustained over a period of one month is achieved
and another $5 million when cumulative production of 10 million barrels of liquid hydrocarbons from all
fields within OPL 283 is achieved). The fair value of $7.731 million (note 10) was capitalised to the cost of
the asset and a corresponding liability recorded based on the probability that the milestones will be met in
2015.
In 2010, the Company acquired a 45 per cent. participating interest in OML 4, OML 38 and OML 41
located in Nigeria. The fair value of the contingent consideration was recognised at the acquisition date
with subsequent fair value movements recorded through the income statement. The contingent
consideration of $33 million was paid in 2012.

21. PROVISION FOR DECOMMISSIONING

$000 $000 $000

2013 2012 2011

At beginning of year . . . . . . . . . . . . . . . . . . . .................. . . . . 15,727 10,112 8,793

Arising during the year as a result of acquiring an interest in OPL 283 . . . . . 598 — —
Unwinding of discount . . . . . . . . . . . . . . . . . . .................. . . . . 1,754 1,517 1,319
Change in discount rate . . . . . . . . . . . . . . . . . .................. . . . . — 4,098 —
Change in estimate . . . . . . . . . . . . . . . . . . . . .................. . . . . (2,903) — —
At end of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15,176 15,727 10,112

The Group makes full provision for the future cost of decommissioning oil production facilities on a
discounted basis at the commencement of production.

186
 Notes to the historical financial information (Continued)

21. PROVISION FOR DECOMMISSIONING (Continued)

The provision represents the present value of the expenditure expected to be incurred up to 2027 which is
the current expectation as to when the producing facilities are expected to cease operations. Management
engaged a third party to assist with an estimate of the expenditure to be incurred in 2027.
The discount rate used in the calculation of unwinding of the provision in 2013 was 12.4 per cent. (2012:
15 per cent., 2011: 15 per cent.).

22. TRADE AND OTHER PAYABLES

$000 $000 $000

31 December 31 December 31 December
2013 2012 2011

Trade payables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 68,924 1,722 256

Accruals and other payables . . . . . . . . . . . . . . . . . . . . . . . . . . . 109,511 104,029 37,806
Overlift . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,473 23,881 36,570
Advance from related party . . . . . . . . . . . . . . . . . . . . . . . . . . . — 98,000 —
NDDC levy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9,328 11,492 8,662
Royalties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58,682 17,811 17,116
Deferred revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,420 1,420 1,976
251,338 258,355 102,386

The $98 million in 2012 was an advance from MPI to the Company, which was to be used to bid for
additional OMLs. The bid was cancelled and the funds were returned in January 2013.
The accruals balance is composed of other field-related accruals (2013: $95.23 million, 2012: $84.8 million,
2011: $27.0 million).

23. RECONCILIATION OF NET PROFIT TO NET CASH FROM OPERATING ACTIVITIES

$000 $000 $000

2013 2012 2011

Profit before tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 457,523 295,655 154,458

Adjusted for:
Depletion, depreciation and amortisation . . . . . . . . . . . . . . . . . 30,967 34,977 63,943
Interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (658) (1,788) —
Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21,805 35,986 24,866
Fair value movement on contingent consideration . . . . . . . . . . . 514 142 8,618
Gain on disposal of property, plant and equipment . . . . . . . . . . (84) (13) —
Foreign exchange loss/(gain) . . . . . . . . . . . . . . . . . . . . . . . . . . . (1,473) (1,599) 22
Changes in working capital:
Trade and other receivables . . . . . . . . . . . . . . . . . .......... (113,081) (207,619) 11,699
Trade and other payable . . . . . . . . . . . . . . . . . . . .......... 20,443 23,470 (2,403)
Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .......... (18,163) (14,046) (10,903)
(110,801) (198,195) (1,607)
Net cash from operating activities . . . . . . . . . . . . . . . . . . . . . 397,793 165,165 250,300

187
 Notes to the historical financial information (Continued)

24. EARNINGS PER SHARE

2013 2012 2011

Basic
Basic earnings per share is calculated on the Company’s profit after
taxation and on the basis of 400 million issued and fully paid ordinary
shares at the end of the year.
Profit for the year attributable to shareholders ($000) . . . . . . . . . . . . . . 550,268 109,099 53,424
Weighted average number of ordinary shares in issue (in 000) . . . . . . . . . 400,000 400,000 400,000
Basic earnings per share (in $) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.38 0.27 0.13

The basic and diluted earnings per share are the same as there are no instruments that have a dilutive
effect on earnings.
There have been no other transactions involving ordinary shares or potential ordinary shares between the
reporting date and the issue date of this consolidated historical financial information.

25. FOREIGN TRANSLATION RESERVE

Cumulative exchange difference arising from translation of foreign subsidiary is taken to foreign
translation reserve through other comprehensive income. The Group’s foreign subsidiary was incorporated
in 2013.

26. RELATED PARTY TRANSACTIONS

As at 31 December 2013, SEPLAT is held by:

Number
of shares

120,400,000
MPI S.A. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
A.B.C. Orjiako(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 85,737,200
Austin Avuru and Platform Petroleum Limited(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 73,137,913
Mercuria Capital Partners Limited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24,000,000
Quantum Power International Holdings Limited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19,600,000
Quantum Capital Partners Fund I LP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19,996,000
The Blakeney Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16,000,000
Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41,128,887
400,000,000

(1) 72,737,200 Ordinary Shares are held by Shebah Petroleum Development Company Limited (‘‘Shebah’’), which is an entity
controlled by A.B.C. Orjiako and members of his family, and 13,000,000 Ordinary Shares are held directly by Mr. Orjiako’s
siblings.

(2) 19,200,000 Ordinary Shares are held by Professional Support Limited and 1,920,000 Ordinary Shares are held by Abtrust
Integrated Services Limited, each of which is an entity controlled by Austin Avuru. 44,160,000 Ordinary Shares, are held by
Platform Petroleum Limited (‘‘Platform Petroleum’’), which is an entity in which Austin Avuru has a 23.28 per cent. equity
interest.

The following companies are common control entities as the companies are controlled by close family
members of the directors or are subsidiaries of the Company’s shareholders:
Abbeycourt Trading Company Limited
Abbeycourt Petroleum Company Limited
Cardinal
Abtrust Integrated Services
Charismond Nigeria Limited
Keco Nigeria Enterprises
Ndosumili Ventures Limited

188
 Notes to the historical financial information (Continued)

26. RELATED PARTY TRANSACTIONS (Continued)

Oriental Catering Services Limited
ResourcePro Inter Solutions Limited
Berwick Nigeria Limited
Montego Upstream Services Limited
Neimeth International Pharmaceutical Plc
Helko Nigeria Limited
Nerine Support Services Limited
Nabila Resources & Investment Ltd
SEPCOL

Services provided by or provided to the related parties:

Shareholders
MPI: MPI has provided SEPLAT with a loan (note 19). In addition, MPI provides SEPLAT with technical
services.
Platform Petroleum: SEPLAT charges Platform Petroleum a royalty fee. In addition, Platform Petroleum
seconds certain personnel to SEPLAT.
Shebah: The Chairman is a director and controlling shareholder. Shebah seconds certain personnel to
SEPLAT.

Entities under common control

Abbeycourt Petroleum Company Limited: the Chairman is a director and shareholder. In 2011, the
company provided consultancy services in relation to business development opportunities and new
acquisitions.
Abbeycourt Trading Company Limited: the Chairman is a director and shareholder. The company provides
diesel supplies to SEPLAT in respect of SEPLAT’s rig operations.
Abtrust Integrated Services: The CEO’s spouse is shareholder and director. The company provides
Christmas gift hampers to SEPLAT.
Cardinal is a company under common control. The company provides drilling rigs and drilling services to
SEPLAT.
Charismond Nigeria Limited. The CEO’s sister works at Charismond as a general manager. The company
provides Christmas gift hampers to SEPLAT.
Keco Nigeria Enterprises: The CEO’s sister is shareholder and director. The company provides diesel
supplies to SEPLAT in respect of its rig operations.
Ndosumili Ventures Limited is a subsidiary of Platform Petroleum Limited. The company supplies field
operations vehicles to SEPLAT.
Oriental Catering Services Limited: The CEO’s spouse is shareholder and director. The company provides
catering services to SEPLAT.
ResourcePro Inter Solutions Limited: The CEO’s in-law is its UK representative. The company supplies
furniture to SEPLAT.
Berwick Nigeria Limited: The Chairman is a shareholder and director. The company provides construction
services to SEPLAT.
Montego Upstream Services Limited: The Chairman’s nephew is shareholder and director. The company
provides drilling and engineering services to SEPLAT.

189
 Notes to the historical financial information (Continued)

26. RELATED PARTY TRANSACTIONS (Continued)

Neimeth International Pharmaceutical Plc: The Chairman is also the chairman of this company. The
company provides medical supplies to SEPLAT, which are used in connection with SEPLAT, corporate
social responsibility and community healthcare programs.
Helko Nigeria Limited: The Chairman is shareholder and director. The company owns the lease to
SEPLAT’s main office at 25A Lugard Avenue, Lagos, Nigeria.
Nerine Support Services Limited is a company under common control. The company provides agency and
contract workers to SEPLAT.
Nabila Resources & Investment Ltd: The Chairman’s in-law is a shareholder and director. The company
provides lubricants to SEPLAT.
SEPCOL: The Chairman is a shareholder and director. SEPCOL and SEPLAT entered into an agreement
in 2010 in relation to a potential lease or purchase of a floating production, storage and offloading unit
(FPSO) and as a result SEPLAT prepaid $15 million. In 2012, the agreement was nullified and SEPCOL
was required to refund the amount, which was fully repaid on 27 August 2013. In addition, SEPCOL
seconds certain personnel to SEPLAT.
The following transactions were carried out by related parties on behalf of SEPLAT. All transactions
between SEPLAT and related parties were carried under SEPLAT’s normal business terms and conditions.
No preferential terms and conditions were given to related parties.

(a) Transactions
(i) Purchases of goods and services

$000 $000 $000

2013 2012 2011

Shareholders
MPI . . . . . . . . . . . . . . . . . . . . . . . . . . . . ......................... 216 785 —
Platform Petroleum . . . . . . . . . . . . . . . . . ......................... 1,222 1,077 575
Shebah . . . . . . . . . . . . . . . . . . . . . . . . . . ......................... 1,174 — —
Entities under common control
Abbeycourt Trading Company Limited . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,408 2,309 —
Abbeycourt Petroleum Company Limited . . . . . . . . . . . . . . . . . . . . . . . . . . — — 26,651
Abtrust Integrated Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 34 79
Charismond Nigeria Limited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 161 56 94
Cardinal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32,225 23,700 —
Keco Nigeria Enterprises . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,931 2,332 267
Ndosumili Ventures Limited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 897 1,839 773
Oriental Catering Services Limited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 629 489 240
ResourcePro Inter Solutions Limited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 867 441 96
Berwick Nigeria Limited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 870 1,497 —
Montego Upstream Services Limited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8,878 5,161 1,639
Neimeth International Pharmaceutical Plc . . . . . . . . . . . . . . . . . . . . . . . . . — 83 70
Nerine Support Services Limited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12,180 5,821 —
SEPCOL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 750 —
Nabila Resources & Investment Ltd . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 377 141 —
Helko Nigeria Limited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 256 2,036 220
61,679 46,689 30,129

SEPLAT and Abbeycourt Petroleum Company Limited entered into a Memorandum of Understanding in
2010 in relation to technical assistance in evaluating potential acquisition opportunities. SEPLAT prepaid
$25 million in 2010 but the services were received and completed in 2011 and the amount was expensed in
2011.

190
 Notes to the historical financial information (Continued)

26. RELATED PARTY TRANSACTIONS (Continued)

(ii) Interest expense

$000 $000 $000

2013 2012 2011

Shareholders
MPI . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,206 3,398 7,615

(iii) Royalty sales

$000 $000 $000

2013 2012 2011

Shareholders
Platform Petroleum . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 1,709 —

(b) Year-end balances arising from related party transactions

(i) Prepayments/receivables

$000 $000 $000

2013 2012 2011

Entities under common control

SEPCOL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 12,000 15,000
Cardinal—current portion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10,159 9,034 44,177
Cardinal—non-current portion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9,333 13,333 —
Newton Energy (until 1 June 2013) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 365 —
19,492 34,732 59,177

Outstanding balances at the year-end are unsecured and interest free and settlement occurs in cash. There
have been no guarantees provided or received for any third-party payables or receivables. For the year
ended 31 December 2013, the Group has not recorded any impairment of receivables relating to amounts
owed by related parties (2012: Nil, 2011: Nil). This assessment is undertaken each financial year by
examining the financial position of the related party and the market in which the related party operates.
The receivable from Cardinal relates to an advance paid for exclusive use of drilling rigs and a prepayment
for the use of the rigs. The advance for exclusive use is to be amortised over 5 years and the prepayment
for the use of the rigs will be amortised in line with the use of the rigs.
The receivable from SEPCOL is a deposit for the potential lease or purchase of FPSO. The agreement was
nullified and SEPCOL has paid back the amount. As at 31 December 2012, $3 million had been paid back.
The outstanding $12 million balance was received in 2013.
The Newton Energy receivable was paid in 2013 and is related to expenses paid by SEPLAT on behalf of
Newton Energy prior to Newton Energy becoming a subsidiary of SEPLAT. Newton Energy did not have a
bank account in 2012.

(ii) Payables

$000 $000 $000

31 December 31 December 31 December
2013 2012 2011
Shareholders
Loan from MPI (note 19) . . . . . . . . . . . . . . . . . . . . . . . . . . . . (48,041) (46,997) (47,329)
Advance from MPI (note 15) . . . . . . . . . . . . . . . . . . . . . . . . . . — (98,000) —
Other payables to MPI . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (798) — —
(48,839) (144,997) (47,329)

191
 Notes to the historical financial information (Continued)

26. RELATED PARTY TRANSACTIONS (Continued)

(c) Key management compensation
Key management includes executive directors and members of the executive committee. The
compensation paid or payable to key management for employee services is shown below:
$000 $000 $000
2013 2012 2011

Salaries and other short-term employee benefits . . . . . . . . . . . . . . . . . . . . . . . . 5,301 2,980 2,219

27. EMPLOYMENT BENEFITS—DEFINED CONTRIBUTION

The Company contributes to various defined contribution schemes and the contribution is charged to the
statement of comprehensive income in the year to which it relates. The amount accrued as at 31 December
2013 was $406,000 (31 December 2012: $323,000, 31 December 2011: $350,000).

28. COMMITMENTS AND CONTINGENCIES

OPERATING LEASE COMMITMENTS—GROUP AS LESSEE
The Group has entered into operating leases for the use of drilling rigs.
Future minimum rentals payable under non-cancellable operating leases as at the end of each reporting
period are as follows:
$000 $000 $000
31 December 31 December 31 December
2013 2012 2011

Within one year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31,741 32,521 10,379

After one year but not more than five years . . . . . . . . . . . . . . . 500 18,113 1,264
32,241 50,634 11,643

The table below shows the expense for the year in respect of operating leases:

$000 $000 $000

2013 2012 2011

Minimum lease payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23,371 19,274 3,094

There were no additional lease payments.

COMMITMENTS
On 29 November 2013, the Company, AMNI International Petroleum Development Company Limited
(‘‘AMNI’’) and BelemaOil Producing Limited (‘‘BelemaOil’’) entered into a sale and purchase agreement
with Chevron Nigeria Limited (‘‘CNL’’) to acquire a 40 per cent. participating interest in OMLs 52, 53 and
55 (the ‘‘CNL Assets’’) for total cash consideration of US$800 million (the ‘‘CNL Assets Acquisition’’). In
addition, the Company, AMNI and BelemaOil have entered into a consortium agreement pursuant to
which they have agreed to allocate OMLs 52, 53 and 55 and the consideration owing to CNL between them
so that: (i) the Company acquires a 40 per cent. participating interest in OML 53 for total cash
consideration of US$300 million; (ii) AMNI acquires a 40 per cent. participating interest in OML 52 for
total cash consideration of US$170 million; and (iii) BelemaOil acquires a 40 per cent. participating
interest in OML 55 for total cash consideration of US$330 million. The CNL Assets Acquisition is subject
to the satisfaction of a number of conditions precedent, which include the consent of the Minister, and will,
assuming satisfaction of the conditions precedent, have an effective date of 1 July 2013. The CNL Assets
Acquisition is currently the subject of legal proceedings brought by Brittania U Nigeria Limited
(‘‘Brittania U’’), an unsuccessful bidder for the CNL Assets, and the parties are currently unable to proceed
further with the transaction as a result of an injunction obtained by Brittania U from the Nigerian Federal
High Court in Lagos.

192
 Notes to the historical financial information (Continued)

28. COMMITMENTS AND CONTINGENCIES (Continued)

CONTINGENT LIABILITIES
The Group is involved in a number of legal suits as defendant. The possible liabilities arising from these
court proceedings amount to $650,000. No provision has been made for this potential liability in this
consolidated historical financial information. Management is of the opinion that the Group will suffer no
loss from these claims.

29. EVENTS AFTER THE REPORTING PERIOD

In February 2014, the Group as part of two separate consortiums submitted separate bids to SPDC to
acquire: (i) a 45 per cent. participating interest in OML 24; (ii) a 45 per cent. participating interest in
OML 29; and (iii) the 100 km long Nembe Creek trunk line in the Niger Delta.
The Group utilised a $200 million loan facility with Zenith Bank to partially finance its share of the
deposit. The deposit is refundable if the consortiums are not successful.
If successful, a sale and purchase agreement is expected to be signed before 30 June 2014. The Group
expects a successful acquisition to increase its oil and gas resources significantly.

30. FIRST-TIME ADOPTION OF IFRS

The historical financial information herein is the first the Company has prepared in accordance with IFRS.
For periods up to and including the year ended 31 December 2012, the Company prepared its financial
statements in accordance with standards issued by the Nigerian Accounting Standards Board (Nigerian
GAAP).
The Group has prepared financial statements that comply with IFRS applicable for periods ending on or
after 1 January 2013, together with the comparative period data as described in the summary of significant
accounting policies. In preparing this historical financial information, the Company’s opening statement of
financial position was prepared as at 1 January 2011, the Company’s date of transition to IFRS. This note
explains the principal adjustments made by the Company in restating its Nigerian GAAP financial
statements, including the statements of financial position as at 1 January 2011 and the historical financial
information as at and for the years ended 31 December 2011 and 2012.

Exemptions applied
IFRS 1 allows first-time adopters certain exemptions from the retrospective application of certain
requirements under IFRS; however, the Group has not applied any exemptions allowed.

Estimates
The estimates at 1 January 2011 and at 31 December 2011 and 2012 are consistent with those made for the
same dates in accordance with Nigerian GAAP (after adjustments to reflect any differences in accounting
policies) and reflect conditions at those dates.

193
 Notes to the historical financial information (Continued)

30. FIRST-TIME ADOPTION OF IFRS (Continued)

Reconciliation of equity as at 1 January 2011

$000
Nigerian $000 $000 $000
GAAP Remeasurements Reclassifications IFRS

Assets F
Non-current assets
Property, plant and equipment . . . . . . . . . . . . . . 214,836 C 20,573 121,147 356,556
Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 121,147 — (121,147) —
Intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . 6,764 A (3,792) (2,558) 414
Deferred tax assets . . . . . . . . . . . . . . . . . . . . . . . —B 29,382 — 29,382
Prepayments . . . . . . . . . . . . . . . . . . . . . . . . . . . — — 314 314
Total non-current assets . . . . . . . . . . . . . . . . . . . 342,747 46,163 (2,244) 386,666
Current assets
Trade and other receivables . . . . . . . . . . . . . . . . 112,835 — (314) 112,521
Cash and cash at banks . . . . . . . . . . . . . . . . . . . 30,368 — — 30,368
Total current assets . . . . . . . . . . . . . . . . . . . . . . 143,203 — (314) 142,889
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . 485,950 46,163 (2,558) 529,555
Equity and liabilities
Equity attributable to shareholders
Share capital . . . . . . . . . . . . . . . . . . . . . . . . . . . 690 — — 690
Capital contribution . . . . . . . . . . . . . . . . . . . . . . 40,000 — — 40,000
Retained earnings . . . . . . . . . . . . . . . . . . . . . . . 7,114 5,546 — 12,660
Total equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47,804 5,546 — 53,350
Non-current liabilities
Borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — 47,979 47,979
Deferred tax liabilities . . . . . . . . . . . . . . . . . . . . 3,519 B (3,519) —
Contingent consideration . . . . . . . . . . . . . . . . . . —C 24,240 — 24,240
Asset retirement obligation / provision for
decommissioning . . . . . . . . . . . . . . . . . . . . . . . —D 8,793 — 8,793
Total non-current liabilities . . . . . . . . . . . . . . . . 3,519 33,033 44,460 81,012
Current liabilities
Trade and other payables . . . . . . . . . . . . . . . . . . 417,412 — (320,144) 97,268
Borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — 272,096 272,096
Current taxation . . . . . . . . . . . . . . . . . . . . . . . . 17,215 B 7,584 1,030 25,829
Total current liabilities . . . . . . . . . . . . . . . . . . . . 434,627 7,584 (47,018) 395,193
Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . 438,146 40,617 (2,558) 476,205
Total equity and liabilities . . . . . . . . . . . . . . . . . 485,950 46,163 (2,558) 529,555

194
 Notes to the historical financial information (Continued)

30. FIRST-TIME ADOPTION OF IFRS (Continued)

Reconciliation of equity as at 31 December 2011

$000
Nigerian $000 $000 $000
GAAP Remeasurements Reclassifications IFRS

Assets F
Non-current assets
Property, plant and equipment . . . . . . . . . . . . . . 182,163 C 1,435 121,147 304,745
Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 121,147 — (121,147) —
Intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . 5,086 A (4,762) — 324
Deferred tax assets . . . . . . . . . . . . . . . . . . . . . . . —B 52,298 — 52,298
Prepayments . . . . . . . . . . . . . . . . . . . . . . . . . . . 686 — 314 1,000
Total non-current assets . . . . . . . . . . . . . . . . . . . 309,082 48,971 314 358,367
Current assets
Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10,903 — — 10,903
Trade and other receivables . . . . . . . . . . . . . . . . 100,450 — (314) 100,136
Cash and cash at banks . . . . . . . . . . . . . . . . . . . 201,777 — — 201,777
Total non-current assets . . . . . . . . . . . . . . . . . . . 313,130 — (314) 312,816
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . 622,212 48,971 — 671,183
Equity and liabilities
Equity attributable to shareholders
Share capital . . . . . . . . . . . . . . . . . . . . . . . . . . . 690 — — 690
Capital contribution . . . . . . . . . . . . . . . . . . . . . . 40,000 — — 40,000
Retained earnings . . . . . . . . . . . . . . . . . . . . . . . 70,271 (4,187) — 66,084
Total equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . 110,961 (4,187) — 106,774
Non-current liabilities
Borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . 161,438 — 85,843 247,281
Deferred tax liabilities . . . . . . . . . . . . . . . . . . . . 6,980 B 47,541 — 54,521
Provision for decommissioning . . . . . . . . . . . . . . 2,792 D 7,320 — 10,112
Total non-current liabilities . . . . . . . . . . . . . . . . 171,210 54,861 85,843 311,914
Current liabilities
Trade and other payables . . . . . . . . . . . . . . . . . . 243,011 E (532) (140,093) 102,386
Borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — 54,250 54,250
Contingent consideration . . . . . . . . . . . . . . . . . . —C 32,858 — 32,858
Current taxation . . . . . . . . . . . . . . . . . . . . . . . . 97,030 B (34,029) — 63,001
Total current liabilities . . . . . . . . . . . . . . . . . . . . 340,041 (1,703) (85,843) 252,495
Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . 511,251 53,158 — 564,409
Total equity and liabilities . . . . . . . . . . . . . . . . . 622,212 48,971 — 671,183

195
 Notes to the historical financial information (Continued)

30. FIRST-TIME ADOPTION OF IFRS (Continued)

Reconciliation of equity as at 31 December 2012

$000
Nigerian $000 $000 $000
GAAP Remeasurements Reclassifications IFRS

Assets F
Non-current assets
Property, plant and equipment . . . . . . . . . . . . . 282,599 C (49,701) 153,217 386,115
Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 153,217 — (153,217) —
Intangible assets . . . . . . . . . . . . . . . . . . . . . . . 3,391 A (3,157) — 234
Deferred tax assets . . . . . . . . . . . . . . . . . . . . . —B 6,140 19,902 26,042
Prepayments . . . . . . . . . . . . . . . . . . . . . . . . . . 18,212 — (4,004) 14,208
Total non-current assets . . . . . . . . . . . . . . . . . 457,419 (46,718) 15,898 426,599
Current assets
Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . 24,949 — — 24,949
Trade and other receivables . . . . . . . . . . . . . . . 290,297 — 4,005 294,302
Cash and cash at banks . . . . . . . . . . . . . . . . . . 154,332 — — 154,332
Total non-current assets . . . . . . . . . . . . . . . . . 469,578 — 4,005 473,583
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . 926,997 (46,718) 19,903 900,182
Equity and liabilities
Equity attributable to shareholders
Share capital . . . . . . . . . . . . . . . . . . . . . . . . . . 690 — — 690
Capital contribution . . . . . . . . . . . . . . . . . . . . . 40,000 — — 40,000
Retained earnings . . . . . . . . . . . . . . . . . . . . . . 150,789 (9,606) — 141,183
Total equity . . . . . . . . . . . . . . . . . . . . . . . . . . . 191,479 (9,606) — 181,873
Non-current liabilities
Borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . 149,188 (796) (2,034) 146,358
Deferred tax liabilities . . . . . . . . . . . . . . . . . . . 103,426 B (3,925) 19,903 119,404
Contingent consideration . . . . . . . . . . . . . . . . . — — — —
Provision for decommissioning . . . . . . . . . . . . . 15,727 D — — 15,727
Total non-current liabilities . . . . . . . . . . . . . . . 268,341 (4,721) 17,869 281,489
Current liabilities
Trade and other payables . . . . . . . . . . . . . . . . . 356,139 E 2,028 (99,812) 258,355
Dividends payable . . . . . . . . . . . . . . . . . . . . . . — — — —
Borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . — E (599) 101,846 101,247
Contingent consideration . . . . . . . . . . . . . . . . . — C — — —
Current taxation . . . . . . . . . . . . . . . . . . . . . . . 111,038 B (33,820) — 77,218
Total current liabilities . . . . . . . . . . . . . . . . . . 467,177 (32,391) 2,034 436,820
Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . 735,518 (37,112) 19,903 718,309
Total equity and liabilities . . . . . . . . . . . . . . . . 926,997 (46,718) 19,903 900,182

196
 Notes to the historical financial information (Continued)

30. FIRST-TIME ADOPTION OF IFRS (Continued)

Reconciliation of total comprehensive income for the year ended 31 December 2011

$000
Nigerian $000 $000 $000
GAAP Remeasurements Reclassifications IFRS

Revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 452,596 (1,276) — 451,320

Cost of sales . . . . . . . . . . . . . . . . . . . . . . . . . . — — (206,356) (206,356)
Gross profit . . . . . . . . . . . . . . . . . . ........ 452,596 (1,276) (206,356) 244,964
General and administrative expenses . ........ (249,294) A (12,816) 205,253 (56,857)
(Loss)/gain on foreign exchange . . . . ........ — — (165) (165)
Fair value movement in contingent
consideration . . . . . . . . . . . . . . . . ........ —C (8,618) — (8,618)
Operating profit . . . . . . . . . . . . . . . . . . . . . . . 203,302 (22,710) (1,268) 179,324
Finance charges . . . . . . . . . . . . . . . . . . . . . . . . (24,646) D,E (1,488) 1,268 (24,866)
Profit before taxation . . . . . . . . . . . . . . . . . . . 178,656 (24,198) — 154,458
Taxation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (115,500) B 14,566 — (101,034)
Profit for the year . . . . . . . . . . . . . . . . . . . . . . 63,156 (9,632) — 53,424

Reconciliation of total comprehensive income for the year ended 31 December 2012

$000
Nigerian $000 $000 $000
GAAP Remeasurements Reclassifications IFRS

Revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 623,270 1,276 — 624,546

Cost of sales . . . . . . . . . . . . . . . . . . . . . . . . . . — (11,216) (239,086) (250,302)
Gross profit . . . . . . . . . . . . . . . . . . . . . . . . . . 623,270 (9,940) (239,086) 374,244
General and administrative expenses . . . . . . . . . (285,299) — 236,973 (48,326)
Other income . . . . . . . . . . . . . . . . . . . . . . . . . 3,752 — (1,569) 2,183
(Loss)/gain on foreign exchange . . . . . . . . . . . . — — 1,894 1,894
Fair value movement in contingent
consideration . . . . . . . . . . . . . . . . ........ — (142) (142)
Operating profit . . . . . . . . . . . . . . . . . . . . . . . 341,723 (10,082) (1,788) 329,853
Finance income . . . . . . . . . . . . . . . . . . . . . . . . — — 1,788 1,788
Finance charges . . . . . . . . . . . . . . . . . . . . . . . . (36,171) 185 — (35,986)
Profit before taxation . . . . . . . . . . . . . . . . . . . 305,552 (9,897) — 295,655
Taxation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (191,034) 4,478 (186,556)
Profit for the year . . . . . . . . . . . . . . . . . . . . . . 114,518 (5,419) — 109,009

Notes to the reconciliations of equity as at 1 January 2011 and 31 December 2011 and 2012 and total
comprehensive income for the years ended 31 December 2011 and 2012

A. Intangible assets
Under Nigerian GAAP, the Group capitalised pre-operational expenditures and depreciated these on a
straight-line basis over five years from the date of initial production. The pre-operational expenditures
consist of licence costs, prepaid transaction costs related to borrowings and other costs which do not meet
the asset recognition criteria under IFRS.
Under IFRS, licence costs are amortised straight line over the life of the period.
Under IFRS, borrowings are recognised initially at fair value, net of transaction costs incurred. Borrowings
are subsequently carried at amortised cost while any difference between the proceeds (net of transaction
costs) and the redemption value is recognised in the statement of comprehensive income over the period

197
 Notes to the historical financial information (Continued)

30. FIRST-TIME ADOPTION OF IFRS (Continued)

of borrowings using the effective interest method. At the date of transition to IFRS, the carrying amount of
unamortised transaction costs which were reclassified to borrowings was $2.6 million (31 December 2011:
Nil; 31 December 2012: Nil).
As the date of transition to IFRS, the carrying amount of preoperational expenditure which did not qualify
for asset recognition and which was derecognised against retained earnings was $3.8 million (31 December
2011: $4.8 million; 31 December 2012: $3.1 million).

B. Taxation
There are no differences between Nigerian GAAP and IFRS in the recognition and measurement criteria.
However, the adjustments to the taxation balances are consequential to the other Nigerian GAAP to IFRS
adjustments as explained below.

Reclassification and amortisation of loan transaction fees to the income statement

As at 31 December 2012 there is no temporary difference associated with capitalised transaction fees as
the book and tax bases are equal. For transaction fees amortised prior to 31 December 2012 a temporary
difference exists (as book base exceeds tax base). However, the Initial Recognition Exception (‘‘IRE’’)
applies to the initial capitalisation of these fees and therefore no deferred tax is recognised. Amortisation
recorded in the IFRS accounts from 1 January 2011–31 December 2012 is therefore treated as a
permanent difference in the tax reconciliation.

Adjustments to the interest charge on loans

The adjustments are to differences in interest calculation between NGAAP and IFRS accounts. Some of
these differences are purely reclassifications (i.e. interest was previously recorded within operating
expenses rather than within finance costs), whereas others are absolute differences which affect the
Company’s profit for the period. As interest is deductible for Nigerian tax when it is recorded in the
income statement, the adjustments to interest charges prior to 31 December 2012 have no tax consequence
and are reflected in the tax reconciliation as permanent differences. There is no temporary difference in
the balance sheet at 31 December 2012 as book and tax bases are equal.

Contingent consideration
The IFRS accounts record a provision for contingent consideration in relation to the acquisition of oil and
gas assets in 2010 (see note 20). For Nigerian tax purposes, this expenditure will attract tax relief (via the
capital allowance mechanism) once it is incurred. Contingent consideration of $18 million was recorded
upon acquisition of the assets; this did not give rise to a net deferred tax position as a deferred tax liability
was recorded on the amount booked as fixed assets and a deferred tax asset was recorded on the provision.
A deferred tax asset has been recorded in the IFRS accounts on the subsequent fair value movements in
the value of contingent consideration.

Provision for decommissioning

The value of the decommissioning liability under IFRS differs from the amounts booked under NGAAP.
Decommissioning expenditure attracts tax relief when incurred. No net deferred tax is recorded on the
initial recognition of the provision as equal and opposite deferred tax assets and liabilities are recorded on
the provision and fixed asset book value. However, the accretion of the liability gives rise to a temporary
difference on which a deferred tax asset is recorded and the depreciation of the fixed asset book value
reduces the deferred tax liability which is recorded in relation to tangible fixed assets.

C. Property, plant and equipment and contingent consideration

Under Nigerian GAAP, the Group did not recognise contingent consideration upon its acquisition of a
45% interest in OMLs 4, 38 and 41. Under IFRS, the Group has recognised the fair value of the contingent
consideration on acquisition and recognised any movements in the fair value of the contingent
consideration in profit and loss. As the acquisition was not a business combination as defined under

198
 Notes to the historical financial information (Continued)

30. FIRST-TIME ADOPTION OF IFRS (Continued)

IFRS 3, Business combinations, the initial amount of the contingent consideration liability is recognised
against property, plant and equipment. At the date of transition to IFRS, the fair value of the contingent
consideration was $24.2 million (31 December 2011: $32.9 million; 31 December 2012: Nil).
The IFRS remeasurement of $20.6 million at the date of transition is comprised of $18.6 million as the fair
value of contingent consideration and $8.1 million of decommissioning asset offset by accumulated
depreciation of $6.1 million.

D. Provision for decommissioning

Under Nigerian GAAP, the Group did not recognise an asset retirement obligation in 2010; however,
under IFRS, the recognition criteria for the decommissioning provision were met when the Group
acquired its interest in OMLs 4, 38 and 41. Under both Nigerian GAAP and IFRS, the discount rate is a
discount rate that reflects the current market assumptions of the time value of money and risks associated
with the liability; however, the estimate of settlement of the liability under Nigerian GAAP reflected the
end of licence term whereas under IFRS the estimate of settlement of the liability reflects the expected
cessation of production, a date later than the expiration of the licence. Increases to the asset retirement
obligation/decommissioning provision related to the time value of money are recognised as finance costs
under both Nigerian GAAP and IFRS. All other changes would have been recognised as an increase or
decrease to the property, plant and equipment to which they relate.
At the date of transition, the net present value under IFRS of expected decommissioning costs was
$8.8 million (31 December 2011: $10.1 million; 31 December 2012: $15.7 million). As at 31 December
2011, the remeasurement adjustment related to the decommissioning liability is net of $2.4 million
(31 December 2012: Nil) being the derecognition of the initial recognition or change in estimate of the
asset retirement obligation under Nigerian GAAP which was derecognised against property, plant and
equipment.

E. Trade and other payables

Under Nigerian GAAP, borrowings were recognised as part of trade and other payables. Due to the
remeasurements on initial recognition of borrowings with regard to transaction costs, the Group has
adjusted the subsequent carrying amounts of borrowings. At the date of transition to IFRS, the difference
between the carrying amount of loans under Nigerian GAAP and IFRS was $(2.6) million (31 December
2011: $(532,000); 31 December 2012: $(599,000)).

F. Reclassifications
Certain balances have been reclassified in order to be consistent with accounting policies and presentation
under IFRS.

Goodwill reclassification
The acquisition of a 45 per cent. participating interest in OMLs 4, 38 and 41 has been accounted for as an
acquisition of assets under IFRS (see note 3). The Group has determined that the most appropriate
accounting treatment is to adopt the principles of IAS 11, Joint Arrangements, with the exception of
adopting IFRS 3, Business combinations, when accounting for the contingent consideration.
Under Nigerian GAAP, the acquisition is also treated as an acquisition of an asset but the difference
between the consideration ($340 million) and the independent valuation was treated as goodwill of
$121 million as at 1 January 2011.

Trade payables and borrowings reclassification

Under Nigerian GAAP, shareholder loan, capital repayments and interest repayments were included as
part of trade payables and accruals. These balances have been disclosed separately as current and
non-current borrowings under IFRS.

199
 Notes to the historical financial information (Continued)

30. FIRST-TIME ADOPTION OF IFRS (Continued)

Prepayment reclassification
Under Nigerian GAAP, the prepayments are all in trade and other receivables. The non-current portion
has been reclassified to non-current prepayments.

G. Statements of cash flows

The transition from Nigerian GAAP to IFRS has not had a material impact on the statements of cash
flows.

200
 PART XIII
UNAUDITED PRO FORMA FINANCIAL INFORMATION
Section A — Accountant’s report on unaudited pro forma financial information

Ernst & Young LLP Tel: + 44 207 951 2000

1 More London Place Fax: + 44 207 951 1345
London ey.com
SE1 2AF

25MAR201408283094
The Directors
SEPLAT Petroleum Development Company Plc
25a Lugard Avenue
Ikoyi
Lagos
Nigeria
9 April 2014
Dear Sirs
We report on the pro forma financial information (the ‘‘Pro Forma Financial Information’’) set out in this
Part XIII, which has been prepared on the basis described in the notes to the Pro Forma Financial
Information, for illustrative purposes only, to provide information about how the Group’s acquisition of a
40 per cent. participating interest in OML 53 from CNL and the Global Offer might have affected the
financial information presented on the basis of the accounting policies adopted by SEPLAT Petroleum
Development Company Plc in preparing the financial information for the year ended 31 December 2013.
This report is required by item 7 of Annex II of Commission Regulation (EC) No 809/2004 and is given for
the purpose of complying with that item and for no other purpose.
Save for any responsibility arising under Prospectus Rule 5.5.3R(2)(f) to any person as and to the extent
there provided, to the fullest extent permitted by law we do not assume any responsibility and will not
accept any liability to any other person for any loss suffered by any such other person as a result of, arising
out of, or in connection with this report or our statement, required by and given solely for the purposes of
complying with item 23.1 of Annex I to Commission Regulation (EC) No 809/2004, consenting to its
inclusion in the Prospectus.

Responsibilities
It is the responsibility of the directors of SEPLAT Petroleum Development Plc to prepare the Pro Forma
Financial Information in accordance with items 1 to 6 of Annex II of Commission Regulation (EC)
No 809/2004.
It is our responsibility to form an opinion, as required by item 7 of Annex II of the Commission Regulation
(EC) No 809/2004, as to the proper compilation of the Pro Forma Financial Information and to report that
opinion to you.
In providing this opinion we are not updating or refreshing any reports or opinions previously made by us
on any financial information used in the compilation of the Pro Forma Financial Information, nor do we
accept responsibility for such reports or opinions beyond that owed to those to whom those reports or
opinions were addressed by us at the dates of their issue.

The UK firm Ernst & Young LLP is a limited liabilty partnership registered in England and Wales with registered number
OC300001 and is a member firm of Ernst & Young Global Limited. A list of members’ names is available for inspection at
1 More London Place, London SE1 2AF, the firm’s principal place of business and registered office.

201
Basis of opinion
We conducted our work in accordance with the Standards for Investment Reporting issued by the Auditing
Practices Board in the United Kingdom. The work that we performed for the purpose of making this
report, which involved no independent examination of any of the underlying financial information,
consisted primarily of comparing the unadjusted financial information with the source documents,
considering the evidence supporting the adjustments and discussing the Pro Forma Financial Information
with the directors of SEPLAT Petroleum Development Company Plc.
We planned and performed our work so as to obtain the information and explanations we considered
necessary in order to provide us with reasonable assurance that the Pro Forma Financial Information has
been properly compiled on the basis stated and that such basis is consistent with the accounting policies of
SEPLAT Petroleum Development Company Plc.
Our work has not been carried out in accordance with auditing or other standards and practices generally
accepted in other jurisdictions and accordingly should not be relied upon as if it had been carried out in
accordance with those standards and practices.

Opinion
In our opinion:
• the Pro Forma Financial Information has been properly compiled on the basis stated; and
• such basis is consistent with the accounting policies of SEPLAT Petroleum Development
Company Plc.

Declaration
For the purposes of Prospectus Rule 5.5.3R(2)(f) we are responsible for this report as part of the
Prospectus and declare that we have taken all reasonable care to ensure that the information contained in
this report is, to the best of our knowledge, in accordance with the facts and contains no omission likely to
affect its import. This declaration is included in the Prospectus in compliance with item 1.2 of Annex I of
Commission Regulation (EC) No 809/2004.

Yours faithfully

Ernst & Young LLP

202
Section B — Unaudited pro forma financial information
The unaudited consolidated pro forma statement of financial position set out below has been prepared to
illustrate the effect of: (i) the net proceeds of the Global Offer on the financial position of the Group; and
(ii) the CNL Assets Acquisition as if both had occurred on 31 December 2013. The unaudited information,
which has been prepared for illustrative purposes only, by its nature addresses a hypothetical situation and,
therefore, does not represent the Group’s actual financial position or results. The unaudited pro forma
statement of financial position has been prepared on the basis set out in the notes below and in accordance
with the requirements of items 1 to 6 of Annex II of Commission Regulation (EC) No 809/2004.

Adjustments
Acquisition of
40 per cent
As at participating Unaudited
31 December Global interest in Pro Forma
2013(1) Offer(2)(3) OML 53(4) Total(5)
US$’000 US$’000 US$’000 US$’000
ASSETS
Non-current assets
Property, plant and equipment . . . . . . . . . 585,507 — 300,000 885,507
Intangible assets . . . . . . . . . . . . . . . . . . . 141 — — 141
Deferred tax assets . . . . . . . . . . . . . . . . . — — — —
Prepayments . . . . . . . . . . . . . . . . . . . . . . 108,910 — (69,000) 39,910
Total non-current assets . . . . . . . . . . . . . 694,558 — 231,000 925,558
Current assets
Inventories . . . . . . . . . . . . . . . . . . . . . . . 43,112 — — 43,112
Trade and other receivables . . . . . . . . . . . 410,430 — — 410,430
Cash and cash at banks . . . . . . . . . . . . . . 169,461 427,233 (16,000) 580,694
Total current assets . . . . . . . . . . . . . . . . . 623,003 427,233 (16,000) 1,034,236
Total assets . . . . . . . . . . . . . . . . . . . . . . . 1,317,561 427,233 215,000 1,959,794
Equity and liabilities
Equity attributable to shareholders
Share capital . . . . . . . . . . . . . . . . . . . . . . 1,334 437 — 1,771
Share premium . . . . . . . . . . . . . . . . . . . . — 474,837 — 474,837
Capital contribution . . . . . . . . . . . . . . . . . 40,000 — — 40,000
Retained earnings . . . . . . . . . . . . . . . . . . 690,807 — — 690,807
Foreign translation reserve . . . . . . . . . . . . 58 — — 58
Total equity . . . . . . . . . . . . . . . . . . . . . . . 732,199 475,274 — 1,207,473
Non-current liabilities
Borrowings . . . . . . . . . . . . . . . . . . . . . . . 120,850 — 137,400 258,250
Deferred tax liabilities . . . . . . . . . . . . . . . — — — —
Contingent consideration . . . . . . . . . . . . . 8,245 — — 8,245
Provision for decommissioning . . . . . . . . . 15,176 — — 15,176
Total non-current liabilities . . . . . . . . . . . 144,271 — 137,400 281,671
Current liabilities
Trade and other payables . . . . . . . . . . . . . 251,338 — — 251,338
Borrowings . . . . . . . . . . . . . . . . . . . . . . . 189,753 (48,041) 77,600 219,312
Total current liabilities . . . . . . . . . . . . . . 441,091 (48,041) 77,600 470,650
Total liabilities . . . . . . . . . . . . . . . . . . . . 585,362 (48,041) 215,000 752,321
Total equity and liabilities . . . . . . . . . . . . 1,317,561 427,233 215,000 1,959,794

(1) The consolidated statement of financial position of the Group as at 31 December 2013 has been extracted without material
adjustment from Part XII: ‘‘Financial Information on the Group’’, section B of this Prospectus.

203
(2) Adjustments to the pro forma statement of financial position of the Group reflect:
$’000
Global Offer proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 503,774
Global Offer expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (28,500)
Estimated net proceeds of the Global Offer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 475,274
Use of proceeds to repay the MPI Shareholder Loan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (48,041)
Residual net proceeds of Global Offer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 427,233

The Global Offer proceeds (which assume the Over-allotment Option is not exercised) of US$504 million are based on
143,284,130 Ordinary Shares being issued by the Company at an Offer Price of 210 pence per Ordinary Share for the
International Offering and 576 Naira per Ordinary Share for the Nigerian Offering. Global Offer costs and expenses are the
estimated costs and fees incurred in respect of the Global Offer (excluding any incentive fee or any fees associated with the
Over-allotment Option and excluding any expenses incurred prior to 1 January 2014) relating principally to investment banking,
underwriting, legal, competent person’s and accounting fees. The exchange rate used of £:US$ equals 1.6748 on 8 April 2014
and the exchange rate 20JAN201405225537
used of US$: equals 163.80 on 8 April 2014.
(3) The Global Offer proceeds will be used in part to repay the MPI Shareholder Loan.

(4) The Group has signed a sale and purchase agreement with CNL to acquire a 40 per cent. participating interest in OML 53 for
consideration of US$300 million (as described at Part XVII: ‘‘Additional Information’’, section 10.7.21 of this Prospectus). As
part of the bidding process the Group pre-paid US$69 million as of 31 December 2013. The transaction is still subject to
conditions precedent being met. In addition, an unsuccessful bidder has obtained an injunction and the transaction is unable to
proceed further. Consequently the Group is unable to obtain information necessary to calculate the decommissioning cost
relating to OML 53 and accordingly no adjustment has been made to reflect this. If an adjustment had been made, the same
amount would have been added to property, plant and equipment and provision for decommissioning, with no effect on total
net assets.

Furthermore, financial information in respect of the trading results of OML 53 is not currently available and it is therefore not
possible to present pro forma financial information illustrating the effect of the acquisition of OML 53 on the earnings of the
Group in accordance with Annex II Commission Regulation (EC) 809/2004.

(5) No account has been taken of any trading or other transactions since 31 December 2013.

Impact on earnings
The Group believes that had the Global Offer and the acquisition of a 40 per cent. participating interest in
OML 53 occurred on 1 January 2013 the income statement for the year ended 31 December 2013 would
have been impacted. The profit for the year would have increased as a result of:
(a) a reduction in interest expense, partially offset by a credit to taxation charges, as a result of using a
portion of the Global Offer proceeds to repay the MPI Shareholder Loan;
(b) an increase in gross profit due to the trading activities in respect of OML 53 offset by an increase in
the depreciation charge for the related property, plant and equipment; and
(c) additional interest income, net of associated taxation charges, earned from unused net proceeds of the
Global Offer being placed on deposit until further acquisition opportunities are executed.
This statement should not be taken to mean that the results of the Group will necessarily match or exceed
the historical reported results of the Group and no forecast is intended or implied.

204
 PART XIV
CAPITALISATION AND INDEBTEDNESS STATEMENT
The following table shows the capitalisation of the Group as at 31 December 2013 extracted without
material adjustment from the financial information set out in Part XII: ‘‘Financial Information on the
Group’’, Section B.

As at
31 December 2013
$000
Current debt
Guaranteed . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . —
Secured . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 189,753
Unguaranteed/unsecured . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . —
Total current debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 189,753
Non-current debt (excluding current portion of the long-term debt)
Guaranteed . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . —
Secured . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 120,850
Unguaranteed/unsecured . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . —
Total non-current debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 120,850
Shareholders’ equity (excluding retained earnings):
Share capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .............. 1,334
Capital contribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .............. 40,000
Other reserves . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .............. 58
Total shareholders’ equity (excluding retained earnings) . . . . . . . . . . . . . . . . . . . . . . 41,392
Total capitalisation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 351,995

On 19 February 2014, the Company drew down the remaining commitment of US$215 million under the
Afrexim Facility, with the intention that the drawn funds remain available for the SPDC Assets Bid or the
CNL Assets Acquisition. On 27 February 2014, the Company utilised the full available commitment of
US$200 million under the Zenith Facility in order to partially fund its aggregate share of the deposit
amount for the OML 24 Bid, the OML 29 Bid and the NCTL Bid. The Zenith Facility is currently
unsecured. As at 4 April 2014, the Group’s total non-current borrowings were US$413.2 million.
The following table shows the net indebtedness of the Group as at 31 January 2014, which has been
extracted without material adjustment from the Group’s accounting records.

As at
31 January 2014
(unaudited)
$000
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 145,352
Liquidity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 145,352
Current bank borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 69,000
Current related party borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48,329
Current portion of non-current related party borrowings . . . . . . . . . . . . . . . . . . . . . . . —
Current portion of non-current bank borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 74,100
Current financial indebtedness . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 191,429
Net current financial indebtedness . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46,077
Non-current bank borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 120,850
Non-current related party borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . —
Non-current financial indebtedness . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 120,850
Total financial indebtedness . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 166,927

205
 PART XV
DETAILS OF THE GLOBAL OFFER
1. SUMMARY OF THE GLOBAL OFFER
The Global Offer will comprise an issue by the Company of 143,284,130 Ordinary Shares representing
26.37 per cent. of the expected issued ordinary share capital of the Company immediately following
Admission assuming that the Over-allotment Option is not exercised. In addition, a further 10,336,183
Ordinary Shares are being made available by the Company pursuant to the Over-allotment Option to cover
short positions arising from over-allotments made (if any) in connection with the International Offering
and sales made during the stabilisation period. Pursuant to the Global Offer, the Company will raise net
proceeds of approximately US$475.3 million, net of underwriting commissions and other estimated fees
and expenses of approximately US$28.5 million, by the issue of 143,284,130 Ordinary Shares.
The Global Offer will be effected by means of: (i) an offering of Ordinary Shares (a) to qualified investors
in certain Member States, including to certain institutional investors in the United Kingdom and elsewhere
outside the United States, and (b) in the United States only to QIBs in reliance on an exemption from, or
in a transaction not subject to, the registration requirements of the US Securities Act; and (ii) an offering
of Ordinary Shares with Qualified Institutional Investors and High Networth Investors as defined in
Rule 321 of the Rules and Regulations of the Nigerian SEC. The Global Offer will not be split into
separate tranches.
Certain restrictions that apply to the distribution of this Prospectus and the Ordinary Shares being issued
and sold under the Global Offer in jurisdictions are described below.
The International Offering is fully underwritten by the Joint Bookrunners and is subject to satisfaction of
the conditions set out in the International Underwriting Agreement, including Admission occurring and
becoming effective by no later than 8.00 a.m. (London time) on 14 April 2014 or such later time and/or
date as the Company and the Joint Global Coordinators on behalf of the Joint Bookrunners may agree,
and to the International Underwriting Agreement not having been terminated in accordance with its
terms. The Nigerian Offering will not be underwritten but all investors who take part in the Nigerian
Offering will be required to have placed funds in full with the Joint Bookrunners on 9 April 2014, being the
date on which the Offer Price is announced.
The Joint Bookrunners’ underwriting commitments in connection with the International Offering are as
follows:

Number of
Ordinary Shares
(excluding Maximum Number
Over-allotment of Over-allotment
Name Shares) Shares

BNP Paribas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18,784,289 2,817,643

Renaissance Securities (Cyprus) Limited . . . . . . . . . . . . . . . . . . . . . . 10,735,848 1,610,377
Standard Bank plc . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24,145,323 3,621,799
Citigroup Global Markets Limited . . . . . . . . . . . . . . . . . . . . . . . . . . 7,621,212 1,143,182
RBC Europe Limited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,621,212 1,143,182
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 68,907,884 10,336,183

When admitted to trading on the London Stock Exchange, the Ordinary Shares will be registered with
ISIN number NGSEPLAT0008 and SEDOL number BDFMDD5, and when admitted to trading on the
NSE, the Ordinary Shares will be registered with ISIN number NGSEPLAT0008 and SEDOL number
BDFMDB3.
The Ordinary Shares to be made available pursuant to the Global Offer will, on Admission, rank pari passu
in all respects with the existing Ordinary Shares in issue and will rank in full for all dividends and other
distributions thereafter declared, made or paid on the share capital of the Company.
Immediately following Admission, a minimum of 28.7 per cent. of the Company’s issued Ordinary Share
capital will be held in public hands (within the meaning of paragraph 14.2.2R of the UK Listing Rules).

206
2. REASONS FOR THE OFFER AND USE OF PROCEEDS
The Company’s net proceeds from the Global Offer are estimated to be US$475.3 million after deduction
of underwriting commissions and estimated fees and expenses in connection with the Global Offer.
The Company intends to use the net proceeds of the Global Offer as follows: (i) up to US$48 million to
repay in full all outstanding amounts under its shareholder loan from MPI; and (ii) the remainder of the
net proceeds to acquire and develop new acquisitions (and/or pay down any additional debt raised in
connection therewith) of both onshore and shallow offshore acreage, assets or joint venture farm-ins,
which may include (if successful) the SPDC Assets Bid. The main source of acquisitions is expected to
come from divestitures by various international oil companies.

3. STABILISATION AND OVER-ALLOTMENT

There will not be any stabilisation in respect of the Nigerian Offering. In connection with the International
Offering, Standard Bank, as Stabilising Manager, or any of its agents on behalf of itself and the other Joint
Bookrunners, may (but will be under no obligation to), to the extent permitted by applicable law, over-allot
Ordinary Shares or effect stabilisation transactions with a view to supporting the market price of the
Ordinary Shares at a higher level than that which might otherwise prevail in the open market. The
Stabilising Manager is not required to enter into such transactions and such stabilisation transactions may
be effected on any securities market, over-the-counter market, stock exchange or otherwise and may be
undertaken at any time during the period commencing on the date of the commencement of conditional
dealings in the Ordinary Shares on the London Stock Exchange and ending no later than 30 calendar days
thereafter. However, there will be no obligation on the Stabilising Manager or any of its agents to effect
stabilising transactions and there is no assurance that stabilising transactions will be undertaken. Such
stabilisation, if commenced, may be discontinued at any time without prior notice. In no event will
measures be taken to stabilise the market price of the Ordinary Shares above the Offer Price. Except as
required by law or regulation, neither the Stabilising Manager nor any of its agents intends to disclose the
extent of any over-allotments made and/or stabilisation transactions conducted in relation to the Global
Offer.
In connection with the International Offering, the Stabilising Manager may, for stabilisation purposes,
over-allot Ordinary Shares up to a maximum of 15 per cent. of the total number of Ordinary Shares
comprised in the International Offering. For the purposes of allowing the Stabilising Manager to cover
short positions resulting from any such over-allotments and/or from sales of Ordinary Shares effected by it
during the stabilising period, the Company has granted to it the Over-allotment Option, pursuant to which
the Stabilising Manager may procure purchasers for or purchase additional Ordinary Shares up to a
maximum of 15 per cent. of the total number of Ordinary Shares comprised in the International Offering
(the ‘‘Over-allotment Shares’’) at the Offer Price. The Over-allotment Option shall be exercisable in whole
or in part on one or more occasions, upon notice by the Stabilising Manager (on behalf of the Joint
Bookrunners), at any time on or before the 30th calendar day after the commencement of conditional
dealings of the Ordinary Shares on the London Stock Exchange. Any Over-allotment Shares made
available pursuant to the Over-allotment Option will rank pari passu in all respects with all other Ordinary
Shares, including for all dividends and other distributions declared, made or paid on the Ordinary Shares,
will be purchased on the same terms and conditions as the Ordinary Shares being issued in the
International Offering and will form a single class for all purposes with the Company’s other Ordinary
Shares.
It is expected that the sale of additional Ordinary Shares by the Company to purchasers procured by the
Stabilising Manager or to the Stabilising Manager pursuant to the exercise of the Over-allotment Option
will be effected by means of an ‘‘on-exchange’’ transaction for the purposes of the rules of the London
Stock Exchange.
In connection with the Over-allotment Option and any stabilisation transactions, Standard Bank (as
Stabilising Manager) will enter into the Stock Lending Agreement pursuant to which the Stabilising
Manager will be able to borrow up to 10,336,183 Ordinary Shares, equivalent to 15 per cent. of the
International Offering, from Mercuria Capital for the purposes, among other things, of allowing the
Stabilising Manager to settle, at Admission, over-allotments, if any, made in connection with the
International Offer. If the Stabilising Manager borrows any Ordinary Shares pursuant to the Stock
Lending Agreement, it will be required to return equivalent shares to Mercuria Capital in accordance with
the terms of the Stock Lending Agreement.

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4. CONSEQUENCES OF A STANDARD LISTING
Application will be made for the Ordinary Shares to be admitted to listing on the Official List of the FCA
pursuant to Chapter 14 of the UK Listing Rules, which sets out the requirements for Standard Listings.
The Company intends to comply with the Listing Principles set out in Chapter 7 of the UK Listing Rules
notwithstanding that they only apply to companies which obtain a Premium Listing on the Official List of
the FCA. The Company is not, however, formally subject to such Listing Principles and will not be required
to comply with them by the UK Listing Authority.
In addition, while the Company has a Standard Listing, it is not required to comply with the provisions of,
among other things:
• Chapter 8 of the UK Listing Rules regarding the appointment of a listing sponsor to guide the
Company in understanding and meeting its responsibilities under the UK Listing Rules in connection
with certain matters. The Company has not and does not intend to appoint such a sponsor in
connection with the Global Offer;
• Chapter 10 of the UK Listing Rules relating to significant transactions;
• Chapter 11 of the UK Listing Rules regarding related party transactions;
• Chapter 12 of the UK Listing Rules regarding purchases by the Company of its Ordinary Shares
(please see note below regarding Nigerian rules to this effect); and
• Chapter 13 of the UK Listing Rules regarding the form and content of circulars to be sent to
Shareholders.
It should be noted that the UK Listing Authority will not have the authority to (and will not) monitor the
Company’s compliance with any of the UK Listing Rules which the Company has indicated herein that it
intends to comply with on a voluntary basis, nor to impose sanctions in respect of any failure by the
Company so to comply.
A Nigerian company is generally prohibited from purchasing its shares and may only do in the following
circumstances: (a) settling or compromising a debt or claim asserted by or against the company;
(b) eliminating fractional shares; (c) fulfilling the terms of a non-assignable agreement under which the
company has an option or is obliged to purchase shares owned by an officer or an employee of the
company; (d) satisfying the claim of a dissenting shareholder; or (e) complying with a court order.

5. INTERNATIONAL UNDERWRITING AGREEMENT

On 9 April 2014, the Company, the Executive Directors and the Chairman entered into the International
Underwriting Agreement with the Joint Bookrunners. Pursuant to the International Underwriting
Agreement, each Joint Bookrunner has agreed severally and not jointly, subject to certain conditions, to
procure subscribers for the Ordinary Shares, failing which, to subscribe for the Ordinary Shares itself. All
such subscriptions will be at the Offer Price. The Joint Bookrunners may terminate the International
Underwriting Agreement (and the arrangements associated with it) at any time prior to Admission in
certain circumstances. If this right is exercised, the Global Offer and these arrangements will lapse and any
moneys received in respect of the Global Offer will be returned to applicants without interest. The
International Underwriting Agreement provides for the Joint Bookrunners to be paid commissions in
respect of the Ordinary Shares sold pursuant to the Global Offer and any Over-allotment Shares sold
following exercise of the Over-allotment Option. Any commissions received by the Joint Bookrunners may
be retained, and any Ordinary Shares acquired by them may be retained or dealt in by them, for their own
benefit. The Global Offer is conditional upon Admission becoming effective and the International
Underwriting Agreement becoming unconditional in accordance with its terms. Further details of the
terms of the International Underwriting Agreement are set out in Part XVII: ‘‘Additional Information’’,
section 10.1 of this Prospectus.

6. NIGERIAN VENDING AGREEMENT

The Company and the Nigerian Joint Issuing Houses have entered into a vending agreement dated 9 April
2014 (the ‘‘Nigerian Vending Agreement’’) to the following effect:
The Nigerian Joint Issuing Houses have agreed, on behalf of the Company, to conduct the Nigerian
aspects of the Global Offer and in particular the Nigerian Admission and the Nigerian Offering. The
Nigerian Joint Issuing Houses have agreed to undertake all standard obligations required of them in line

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with the provisions of the Nigerian SEC Rules and Regulations and in particular to structure the Nigerian
Offering and assist in ensuring that the Company is of good corporate standing to successfully effect the
Nigerian Offering. The Nigerian Offering will not be underwritten.
The Company and the Nigerian Joint Issuing Houses have made standard representations, warranties,
undertakings and indemnities to each other as required by Nigerian law. The Company and the Nigerian
Joint Issuing Houses have also entered into covenants with each other regarding compliance with Nigerian
laws and regulations.
The Nigerian Vending Agreement may be terminated: (i) by either party upon the occurrence of certain
events such as the liquidation or insolvency of either of the parties to the agreement; (ii) in the event of a
breach or failure of any party to comply with the provisions of the agreement if such breach and/or failure
is not remedied (if capable of remedy) for a period of 14 days after notification of the breach; and (iii) with
14 days’ written notice by either party of its inability to perform any of its obligations under the agreement
due to a force majeure event.

7. DEALING ARRANGEMENTS
Application has been made to the FCA for the Ordinary Shares to be admitted to the Official List of the
FCA and to the London Stock Exchange for such Ordinary Shares to be admitted to trading on the
London Stock Exchange’s main market for listed securities.
Application has been made to the Council of the NSE for such Ordinary Shares to be admitted to the
official list of the NSE. An application for the Ordinary Shares of the Company to be listed on the official
list will be done pursuant to the general requirements and specific listing requirements of the NSE. The
Company intends to comply with Chapter 3 of the listing requirements primarily because it is a new
company whose shares have not been previously listed on the NSE.
Prior to the UK Admission, it is expected that dealings in the Ordinary Shares will commence on a
conditional basis on the London Stock Exchange at 8.00 a.m. on 9 April 2014. All dealings between the
commencement of conditional dealings and the commencement of unconditional dealings will be on a
‘‘when issued basis’’ and at the risk of the parties concerned. If the UK Admission does not become
unconditional, these dealings will be of no effect.
The UK Admission is expected to take place and unconditional dealings in the Ordinary Shares are
expected to commence on the London Stock Exchange at 8.00 a.m. on 14 April 2014. It is expected that the
Nigerian Admission will become effective on 14 April 2014 and that unconditional dealings will commence
in the Ordinary Shares on the NSE at 10.15 a.m. (Nigerian time), on 14 April 2014.
It is expected that Ordinary Shares allocated to investors in the Global Offer who wish to hold shares in
uncertificated form will take place through CREST on the UK Admission. All Ordinary Shares issued or
sold pursuant to the Global Offer will be issued or sold payable in full at the Offer Price. It is intended that
settlement of Ordinary Shares allocated to investors will take place by means of crediting Depositary
Interests to relevant CREST stock accounts on the UK Admission. No temporary documents of title will
be issued. Dealings in advance of the crediting of the relevant CREST stock account shall be at the risk of
the person concerned.
The Ordinary Shares allocated to investors located in Nigeria will be credited to the CSCS accounts of
such investors on Admission. Investors are thereby advised to state the name of their respective
stockbrokers and their CHN Numbers in the relevant spaces on the Commitment Form (a copy of which is
set out at Part XXIX: ‘‘Nigerian Offering Commitment Form’’ of this Prospectus). Share certificates of
investors who do not provide their CSCS account details will be dispatched by registered post not later
than 15 business days from the allotment.

8. CREST
CREST is a paperless settlement system enabling securities to be evidenced otherwise than by a certificate
and to be transferred otherwise than by a written instrument.
Application has been made for the Depositary Interests to be admitted to CREST with effect from the UK
Admission. Accordingly, settlement of transactions in the Depositary Interests following the UK
Admission may take place within the CREST System if any shareholder so wishes.

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CREST is a voluntary system and holders of Ordinary Shares who wish to receive and retain share
certificates will be able to do so. An investor applying for Ordinary Shares in the Global Offer may,
however, elect to receive Ordinary Shares in uncertificated form in the form of Depositary Interests if that
investor is a system-member (as defined in the Uncertificated Securities Regulations) in relation to
CREST.

9. CSCS
CSCS is the agent for the central depository, clearing and settlement of trading in debt and equity
securities listed on the NSE. CSCS uses a settlement period for trades on the NSE of T+3 by utilising an
electronic book entry system to record and register the transfer of securities. This allows CSCS to exchange
ownership of securities without any movement or endorsement of physical certificates or transfer
instruments.
As the central depository of the NSE, all trading on the NSE is cleared and settled through the CSCS
system. Investors holding physical share certificates are required to convert these into dematerialised units
which may then be traded on the NSE and thereafter cleared and settled through the CSCS system.

10. LOCK-UP ARRANGEMENTS

Pursuant to the International Underwriting Agreement, the Company has agreed that, subject to certain
exceptions, during a period expiring 180 days after the date of Admission, neither it nor any of its
subsidiaries, without the prior written consent of the Joint Global Co-ordinators (on behalf of the Joint
Bookrunners), will issue, offer, sell or contract to sell, or otherwise transfer or dispose of, directly or
indirectly, any Ordinary Shares (or any interest therein) or enter into any transaction with the same
economic effect, or agree to, or publicly announce any intention to enter into, as any of the foregoing.
Pursuant to stand-alone Lock-up Deeds, the Locked-up Persons have each agreed that, subject to certain
exceptions, during a period expiring 365 days after the date of Admission (except (i) in the case of the
Lock-up Deeds entered into by Mercuria Capital, the Blakeney Group, Quantum Power and Quantum
Capital, which expire 180 days from the date of Admission, and (ii) in the case of the Lock-up Deed
entered into by MPI, which expires 365 days from the date of Admission in respect of 50 per cent. of its
shareholding immediately prior to Admission and 180 days from the date of Admission in respect of the
other 50 per cent. of its shareholding immediately prior to Admission), they will not, without the prior
written consent of the Joint Global Co-ordinators (on behalf of the Joint Bookrunners), directly or
indirectly, offer, sell, contract to sell, grant or sell any options over, purchase any option or contract to sell,
transfer, charge, mortgage, assign, pledge, grant any right or warrant to purchase, lend or otherwise
transfer or dispose of any Ordinary Shares or any securities convertible or exchangeable into or exercisable
for, or substantially similar to, Ordinary Shares or any security or financial product whose value is
determined directly or indirectly by reference to the price of the Ordinary Shares, or enter into any swap or
other agreement that transfers, in whole or in part, directly or indirectly, any of the economic
consequences of ownership of Ordinary Shares, or any transaction with the same economic effect as, or
agree to, or publicly announce any intention to do, any of such things. MPI’s Lock-up Deed provides it
with the right to charge, mortgage or pledge its Ordinary Shares as security to a bank or financial
institution to secure any debt facilities it may enter into during the period of restriction, subject to prior
notice being given to the Joint Global Co-ordinators and provided that such chargee, mortgagee or
pledgee agrees to adhere to the MPI Lock-up Deed at the time of such charge, mortgage or pledge.
Further details of the International Underwriting Agreement and the Lock-up Deeds are set out in
Part XVII: ‘‘Additional Information’’, section 10 of this Prospectus.

11. SELLING AND TRANSFER RESTRICTIONS

The distribution of this Prospectus and the Global Offer of Ordinary Shares in certain jurisdictions may be
restricted by law and therefore persons into whose possession this Prospectus comes should inform
themselves about and observe any such restrictions, including those that follow. Any failure to comply with
these restrictions may constitute a violation of the securities laws of any such jurisdiction.
No action has been taken or will be taken by the Company or the Managers in any jurisdiction that would
permit a public offering or sale of the Ordinary Shares, or possession or distribution of this Prospectus (or
any other offering or publicity material relating to Ordinary Shares), in any country or jurisdiction where
action for that purpose is required or doing so may be restricted by law.

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None of the Ordinary Shares may be offered for subscription, sale or purchase or be delivered, and this
Prospectus and any other offering material in relation to the Ordinary Shares may not be circulated, in any
jurisdiction where to do so would breach any securities laws or regulations of any such jurisdiction or give
rise to an obligation to obtain any consent, approval or permission or to make any application, filing or
registration.
Persons into whose possession this Prospectus comes should inform themselves about and observe any
restrictions on the distribution of this Prospectus and the Global Offer contained in this Prospectus. Any
failure to comply with these restrictions may constitute a violation of the securities laws of any such
jurisdiction.
No Ordinary Shares have been marketed to, nor are they available for purchase in whole or in part by, the
public in the United Kingdom or elsewhere in conjunction with the Global Offer. This Prospectus does not
constitute a public offer or the solicitation of a public offer in the United Kingdom to subscribe for or buy
any securities in the Company or any other entity.

11.1 European Economic Area

In relation to each Member State of the EEA which has implemented the Prospectus
Directive (2003/71/EC) (each, a ‘‘Relevant Member State’’) an offer to the public of any new Ordinary
Shares may not be made in that Relevant Member State, except that the new Ordinary Shares may be
offered to the public in that Relevant Member State at any time under the following exemptions under the
Prospectus Directive, if they have been implemented in that Relevant Member State:
(a) to any legal entity which is a qualified investor as defined under the Prospectus Directive;
(b) by the Managers to fewer than 100 or, if the Relevant Member State has implemented the relevant
provision of the 2010 PD Amending Directive, 150 natural or legal persons (other than qualified
investors as defined in the Prospectus Directive) subject to obtaining the prior consent of the
Managers for any such offer; or
(c) in any other circumstances falling within Article 3(2) of the Prospectus Directive,
provided that no such offer of new Ordinary Shares shall result in a requirement for the publication by the
Company or any Manager of a Prospectus pursuant to Article 3 of the Prospectus Directive and each
person who initially acquires new Ordinary Shares or to whom any offer is made will be deemed to have
represented, warranted and agreed to and with the Managers and the Company that it is a ‘‘qualified
investor’’ within the meaning of the law in that Relevant Member State implementing Article 2(1)(e) of the
Prospectus Directive.
For the purposes of this provision, the expression ‘‘an offer to the public of any new Ordinary Shares’’ in
relation to any new Ordinary Shares in any Relevant Member State means the communication in any form
and by any means of sufficient information on the terms of the Global Offer and the new Ordinary Shares
to be offered so as to enable an investor to decide to purchase or subscribe for the new Ordinary Shares, as
the same may be varied in that Member State by any measure implementing the Prospectus Directive in
that Member State. The expression ‘‘Prospectus Directive’’ means Directive 2003/71/EC (and any
amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the
Relevant Member State) and includes any relevant implementing measure in each Relevant Member State
and the expression ‘‘2010 PD Amending Directive’’ means Directive 2010/73/EU.
In the case of any Ordinary Shares being offered to a financial intermediary as that term is used in
Article 3(2) of the Prospectus Directive each financial intermediary will be deemed to have represented,
warranted and agreed that the new Ordinary Shares acquired by it in the Global Offer have not been
acquired on a non-discretionary basis on behalf of, nor have they been acquired with a view to their offer
or resale to, persons in circumstances which may give rise to an offer of any new Ordinary Shares to the
public other than their offer or resale in a Relevant Member State to qualified investors as so defined or in
circumstances in which the prior consent of the Managers has been obtained to each such proposed offer
or resale.
The Company, the Managers and their affiliates, and others will rely upon the truth and accuracy of the
foregoing representation, acknowledgement and agreement. Notwithstanding the above, a person who is
not a qualified investor and who has notified the Managers of such fact in writing may, with the consent of
the Managers, be permitted to subscribe for or purchase Ordinary Shares in the Global Offer.

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11.2 United States
The Ordinary Shares have not been and will not be registered under the US Securities Act or under any
applicable state securities laws of the United States, and, subject to certain exceptions, may not be offered
or sold within the United States. Accordingly, the Managers may offer the Ordinary Shares: (A) only
through their US registered broker-dealer affiliates to persons reasonably believed to be QIBs in reliance
on the exemption from the registration requirements of the US Securities Act provided by Rule 144A or
another exemption from, or a transaction not subject to, the registration requirements of the US Securities
Act; and (B) in compliance with Regulation S.
In addition, until 40 days after the commencement of the Global Offer, an offer of Ordinary Shares within
the United States by a dealer (whether or not participating in the Global Offer) may violate the
registration requirements of the US Securities Act if such offer or sale is made otherewise than in
accordance with Rule 144A.
Each purchaser of Ordinary Shares in the United States will be deemed to have represented and agreed
that:
(a) it is (i) a QIB, (ii) acquiring the Ordinary Shares for its own account or for the account of one or
more QIBs with respect to whom it has the authority to make, and does make, the representations
and warranties set forth in paragraphs (a) through (g), (iii) acquiring the Ordinary Shares for
investment purposes, and not with a view to further distribution of such Ordinary Shares, and
(iv) aware, and each beneficial owner of the Ordinary Shares has been advised, that the sale of the
Ordinary Shares to it is being made in reliance on Rule 144A or in reliance on another exemption
from, or in a transaction not subject to, the registration requirements of the US Securities Act;
(b) it understands and agrees that the Ordinary Shares have not been and will not be registered under
the US Securities Act or with any securities regulatory authority of any state, territory or other
jurisdiction of the United States and may not be offered, resold, pledged or otherwise transferred
except (A) (i) to a person whom the purchaser and any person acting on its behalf reasonably
believes is a QIB purchasing for its own account or for the account of a QIB in a transaction
meeting the requirements of Rule 144A, (ii) in an offshore transaction complying with Rule 903 or
Rule 904 of Regulation S, (iii) pursuant to an exemption from the registration requirements of the
US Securities Act provided by Rule 144 thereunder (if available), or (iv) pursuant to an effective
registration statement under the US Securities Act and (B) in accordance with all applicable
securities laws of any state, territory or other jurisdiction of the United States;
(c) it acknowledges that the Ordinary Shares (whether in physical, certificated form or in
uncertificated form held in CREST) are ‘‘restricted securities’’ within the meaning of
Rule 144(a)(3) under the US Securities Act, that the Ordinary Shares are being offered and sold
in a transaction not involving any public offering in the United States within the meaning of the
US Securities Act and that no representation is made as to the availability of the exemption
provided by Rule 144 for resales of Ordinary Shares;
(d) it understands that in the event Ordinary Shares are held in certificated form, such certificated
Ordinary Shares will bear a legend substantially to the following effect:
‘‘THE SECURITY EVIDENCED HEREBY HAS NOT BEEN AND WILL NOT BE
REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED
(THE ‘‘US SECURITIES ACT’’), ANY STATE SECURITIES LAWS IN THE UNITED STATES
OR THE SECURITIES LAWS OF ANY OTHER JURISDICTION AND MAY NOT BE
OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) IN A
TRANSACTION IN ACCORDANCE WITH RULE 144A UNDER THE US SECURITIES
ACT TO A PERSON THAT THE HOLDER AND ANY PERSON ACTING ON ITS BEHALF
REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER, (B) IN AN
OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 OF
REGULATION S UNDER THE US SECURITIES ACT, (C) PURSUANT TO AN
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE US SECURITIES
ACT PROVIDED BY RULE 144 UNDER THE US SECURITIES ACT (IF AVAILABLE) OR
(D) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE US
SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE
SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. NO REPRESENTATION
CAN BE MADE AS TO THE AVAILABILITY OF THE EXEMPTION PROVIDED BY

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 RULE 144 UNDER THE US SECURITIES ACT FOR RESALES OF THIS SECURITY.
EACH PURCHASER OF THIS SECURITY IS HEREBY NOTIFIED THAT THE SELLER
OF THIS SECURITY MAY BE RELYING ON THE EXEMPTION FROM THE
PROVISIONS OF SECTION 5 OF THE US SECURITIES ACT PROVIDED BY RULE 144A
THEREUNDER AND EACH PURCHASER WILL, AND EACH SUBSEQUENT HOLDER
IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS SECURITY FROM IT OF THE
RESALE RESTRICTIONS REFERRED TO ABOVE. EACH HOLDER, BY ITS
ACCEPTANCE OF THIS SECURITY, REPRESENTS THAT IT UNDERSTANDS AND
AGREES TO THE FOREGOING RESTRICTIONS.’’;
(e) notwithstanding anything to the contrary in the foregoing, it understands that Ordinary Shares
may not be deposited into an unrestricted depositary receipt facility in respect of Ordinary Shares
established or maintained by a depositary bank unless and until such time as such Ordinary Shares
are no longer ‘‘restricted securities’’ within the meaning of Rule 144(a)(3) under the US Securities
Act;
(f) it acknowledges that the Company, the Managers and others will rely upon the truth and accuracy
of the foregoing acknowledgements, representations and agreements and agrees that, if any of
such acknowledgements, representations or agreements deemed to have been made by virtue of its
purchase of Ordinary Shares are no longer accurate, it will promptly notify the Company, and if it
is acquiring any Ordinary Shares as a fiduciary or agent for one or more QIBs, it represents that it
has sole investment discretion with respect to each such account and that it has full power to make
the foregoing acknowledgements, representations and agreements on behalf of each such account;
and
(g) it agrees that it will give to each person to whom it transfers Ordinary Shares notice of any
restrictions on transfer of such Ordinary Shares. Prospective purchasers are hereby notified that
the Company and the sellers of the Ordinary Shares may be relying on the exemption from the
provisions of Section 5 of the US Securities Act provided for by Rule 144A or another exemption
from the registration requirements of the US Securities Act.
The Company, the Registrar, the Managers and their affiliates, and others will rely upon the truth and
accuracy of the foregoing acknowledgments, representations and agreements.

11.3 Nigeria
The ISA places restrictions on any invitation to the public to acquire or dispose of any securities of a body
corporate except where such company is a public company whether quoted or unquoted and has complied
with the provisions of the ISA on issuing a prospectus which has been registered with the Nigerian SEC.
The Nigerian SEC Rules and Regulations further provide that it is an unlawful act for any person to offer
for sale or to buy or sell securities which are subject to the provisions of the ISA or these rules and
regulations: (i) before the issuer has filed a registration statement with the Nigerian SEC; or (ii) after the
registration statement has been filed but before it is cleared by the Nigerian SEC; or (iii) after the
completion board meeting but before the issue is authorised to open except where (a) there are
preliminary negotiations or an actual agreement between the issuer and the underwriter, or (b) oral offers
have been made (not to the public), or (c) notices of the proposed offering have been issued.
The Ordinary Shares will be offered in Nigeria through a book building exercise pursuant to Rules 320 to
323 of the Nigerian SEC Rules. Each purchaser of Ordinary Shares in Nigeria will be deemed to have
represented and agreed that it is either a ‘‘High Networth Investor’’ or a ‘‘Qualified Institutional Investor’’
as such terms are defined in Rule 321 of the Nigerian SEC Rules.

11.4 Hong Kong

WARNING
The contents of this Prospectus have not been reviewed by any regulatory authority in Hong Kong.
Prospective investors are advised to exercise caution in relation to the offer. If you are in any doubt about
any of the contents of this Prospectus, you should obtain independent professional advice.
(i) Ordinary Shares have not been offered or sold and will not be offered or sold in Hong Kong by
means of any document, other than (a) to ‘‘professional investors’’ as defined in the Securities and
Futures Ordinance (Cap. 571) of Hong Kong and any rules made under that Ordinance; or (b) in

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 other circumstances which do not result in the document being a ‘‘prospectus’’ as defined in the
Companies Ordinance (Cap. 32) of Hong Kong or which do not constitute an offer to the public
within the meaning of that Ordinance; and
(ii) No advertisement, invitation or document relating to the Ordinary Shares has been issued or will
be issued, whether in Hong Kong or elsewhere, which is directed at, or the contents of which are
likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the
securities laws of Hong Kong) other than with respect to Ordinary Shares which are or are
intended to be disposed of only to persons outside Hong Kong or only to ‘‘professional investors’’
as defined in the Securities and Futures Ordinance and any rules made under that Ordinance.

11.5 Singapore
This Prospectus has not been registered as a prospectus with the Monetary Authority of Singapore.
Ordinary Shares have not been offered or sold and will not be offered or sold, or be made the subject of an
invitation for subscription or purchase, nor will this Prospectus or any other document or material in
connection with the offer or sale, or invitation for subscription or purchase, of such Ordinary Shares, be
circulated or distributed, whether directly or indirectly, to persons in Singapore other than (i) to an
institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore (the
‘‘SFA’’), (ii) to a relevant person pursuant to Section 275(1), or any person pursuant to Section 275(1A),
and in accordance with the conditions specified in Section 275, of the SFA, or (iii) otherwise pursuant to,
and in accordance with the conditions of, any other applicable provision of the SFA.
Where Ordinary Shares are subscribed or purchased under Section 275 of the SFA by a relevant person
which is:
(a) a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole
business of which is to hold investments and the entire share capital of which is owned by one or
more individuals, each of whom is an accredited investor; or
(b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments
and each beneficiary of the trust is an individual who is an accredited investor,
securities (as defined in Section 239(1) of the SFA) of that corporation or the beneficiaries’ rights and
interest (howsoever described) in that trust shall not be transferred within six months after that
corporation or that trust has acquired the Ordinary Shares pursuant to an offer made under Section 275 of
the SFA except:
(i) to an institutional investor or to a relevant person defined in Section 275(2) of the SFA, or to any
person arising from an offer referred to in Section 275(1A) or Section 276(4)(i)(B) of the SFA;
(ii) where no consideration is or will be given for the transfer;
(iii) where the transfer is by operation of law;
(iv) as specified in Section 276(7) of the SFA; or
(v) as specified in Regulation 32 of the Securities and Futures (Offer of Investments)(Shares and
Debentures) Regulations 2005 of Singapore.

11.6 Lebanon
This Prospectus is not intended, nor should it be used, for solicitation of investments in Lebanon by any
person. The Managers do not conduct sales or marketing in Lebanon, nor do they have any agents, or any
authorised sales persons therein. No information appearing in this Prospectus shall be deemed as an offer
for products, as defined in the applicable Lebanese laws and regulations (hereinafter referred to as
‘‘Products’’), in Lebanon, from the Managers, their branches or their subsidiaries, or as an offer or the
solicitation for a purchase or sale offer of securities or any other investment product in Lebanon other
than in compliance with the laws and regulations of Lebanon governing the issue, offering and sale of
Products. The Managers disclaim all liabilities regarding the content of these pages and the use that could
be made by anyone of such content. Any person willing to be supplied with one of the Products presented
herein should contact the Managers outside Lebanon in order to obtain information on the availability of
the Product in question, as well as the contractual conditions and prices applicable thereto. Access to the
Products described herein may be subject to restrictions vis-à-vis certain persons or in certain countries.
None of the Products presented herein shall be supplied by the Managers to a person in the event that the

214
law of his/her country of origin, or any other country concerning him/her, prohibits it. The reader of this
message should ensure that he/she is legally authorized to receive and read this Prospectus. The
information and opinions included in this Prospectus are supplied by the Managers for information
purposes. Information appearing in this Prospectus does not constitute, in any way, investment advice or
legal, tax or other advice. Any investment decision must rely on relevant, specific and professional advice.

11.7 Kuwait
This Prospectus is not for general circulation to the public in Kuwait. The Ordinary Shares have not been
licensed for offering in Kuwait by the Kuwait Capital Markets Authority or any other relevant Kuwaiti
government agency. The offering of the Ordinary Shares in Kuwait on the basis of a private placement or
public offering is, therefore, restricted in accordance with Decree Law No. 31 of 1990 and the
implementing regulations thereto (as amended) and Law No. 7 of 2010 and the bylaws thereto (as
amended). No private or public offering of the Ordinary Shares is being made in Kuwait, and no
agreement relating to the sale of the Ordinary Shares will be concluded in Kuwait. No marketing or
solicitation or inducement activities are being used to offer or market the Ordinary Shares in Kuwait.

11.8 Qatar
The Global Offer described in this Prospectus has not been offered, sold or delivered, and will not be
offered, sold or delivered at any time, directly or indirectly in the State of Qatar in a manner that will
constitute a public offering.
This Prospectus has not been, and will not be, registered with nor approved by Qatar Central Bank, the
Qatar Financial Markets Authority, the Qatar Financial Centre Regulatory Authority nor any other
authority in Qatar and may not be publicly distributed. This Prospectus is intended only for the original
recipient and must not be provided to any other person. It is not for general circulation in the State of
Qatar and may not be reproduced or used for any other purpose.

11.9 UAE
The Ordinary Shares have not been and will not be offered, sold or publicly promoted or advertised in the
United Arab Emirates other than in compliance with any laws applicable in the United Arab Emirates
governing the issue, offering and sale of securities.

11.10 Dubai International Financial Centre

This Prospectus relates to an Exempt Offer in accordance with the Markets Rules Module of the Dubai
Financial Services Authority (the ‘‘DFSA’’) Rulebook. This Prospectus is intended for distribution only to
Professional Clients that are not natural persons. It must not be delivered to, or relied on by, any other
person.
The DFSA has no responsibility for reviewing or verifying any documents in connection with Exempt
Offers. The DFSA has not approved this Prospectus nor taken steps to verify the information set out in it,
and has no responsibility for it. The Ordinary Shares to which this Prospectus relates may be illiquid and/or
subject to restrictions on their resale. Prospective purchasers of the Ordinary Shares offered should
conduct their own due diligence on the Ordinary Shares.
If you do not understand the contents of this Prospectus you should consult an authorised financial adviser.
The Ordinary Shares have not been offered and will not be offered to any person in the Dubai
International Financial Centre unless such offer is:
(a) an ‘‘Exempt Offer’’ in accordance with the Markets Rules Module of the DFSA Rulebook; and
(b) made only to persons that meet the Professional Client criteria set out in Rule 2.3.2 of the
Conduct of Business Module of the DFSA Rulebook.

11.11 South Africa

The Global Offer does not constitute an ‘‘offer to the public’’ (as such expression is defined in the South
African Companies Act, No. 71 of 2008 (as amended)) (‘‘South African Companies Act’’) in South Africa
and this Prospectus does not, nor is it intended to, constitute a ‘‘registered prospectus’’ (as that term is

215
defined in the South African Companies Act) prepared and registered under the South African Companies
Act.
To the extent that the Ordinary Shares are offered for subscription or sale in South Africa, such Global
Offer is made: (i) only to persons described in section 96(1)(a) of the South African Companies Act;
and/or (ii) in terms of section 96(1)(b) of the South African Companies Act such that the total acquisition
cost of the shares for any single addressee acting as principal is equal to or greater than South African
Rand 1,000,000.
Accordingly, the Global Offer made in terms of this Prospectus does not constitute an ‘‘offer to the public
or any section of the public’’ within the meaning of the South African Companies Act.

11.12 Australia
This Prospectus has not been lodged with the Australian Securities and Investments Commission (‘‘ASIC’’)
in relation to the Global Offer. This Prospectus does not constitute a prospectus, product disclosure
statement or other disclosure document under the Corporations Act 2001 (Cth) (the ‘‘Corporations Act’’),
and does not purport to include the information required for a prospectus, product disclosure statement or
other disclosure document under the Corporations Act.
Any offer in Australia of the Ordinary Shares may only be made to persons who are ‘‘sophisticated
investors’’ (within the meaning of section 708(8) of the Corporations Act), to ‘‘professional investors’’
(within the meaning of section 708(11) of the Corporations Act) or otherwise pursuant to one or more
exemptions contained in section 708 of the Corporations Act so that it is lawful to offer the Ordinary
Shares without disclosure to investors under Chapter 6D of the Corporations Act.
In addition, the Ordinary Shares will not be offered for sale in Australia in the period of 12 months after
the date of allotment under the Global Offer, except in circumstances where disclosure to investors under
Chapter 6D of the Corporations Act would not be required pursuant to an exemption under section 708 of
the Corporations Act or otherwise or where the offer is pursuant to a disclosure document which complies
with Chapter 6D of the Corporations Act. Any person acquiring Ordinary Shares must observe such
Australian on-sale restrictions.
This Prospectus contains general information only and does not take account of the investment objectives,
financial situation or particular needs of any particular person. It does not contain any securities
recommendations or financial product advice. Before making an investment decision, investors need to
consider whether the information in this Prospectus is appropriate to their needs, objectives and
circumstances, and, if necessary, seek expert advice on those matters.

12. OTHER RELATIONSHIPS

The Managers and their respective affiliates have engaged in transactions with, and have performed
various investment banking, lending, financial advisory and other services for, the Group and its affiliates,
for which they received customary fees, and they and their respective affiliates may provide such services
for the Group and its affiliates in the future. For example, BNP Paribas and Standard Bank, two of the
Managers, have (either directly or through affiliates) provided bank financing to the Group in the past, and
BNP Paribas and Standard Bank have provided and continue to provide certain M&A advisory services to
the Group. Moreover, in the ordinary course of their business activities, the Managers and their respective
affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or
related derivative securities) and financial instruments (which may include bank loans and/or credit default
swaps) for their own account and for the accounts of their customers and may at any time hold long and
short positions in such securities and instruments. Such investment and securities activities may involve
securities and instruments, including corporate debt facilities, of the Group.

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 PART XVI
TAXATION
1. Overview
The statements set out below are intended only as a general guide to current tax law and what is
understood to be the current published practice in Nigeria, the UK and the US, which is subject to change
at any time, possibly with retrospective effect. They are intended as a general guide only for holders of
Ordinary Shares who hold their Ordinary Shares as investments and not as trading stock and who are the
beneficial owners of those Ordinary Shares. This summary does not purport to be a complete analysis or
listing of all of the potential tax consequences of acquiring, holding and disposing of Ordinary Shares and
is not intended to be, nor should it be considered, legal or tax advice.
The statements are not applicable to all categories of holders of Ordinary Shares and, in particular, are not
addressed to: (i) special classes of holders, such as (but not limited to) dealers in securities, insurance
companies, collective investment schemes and tax exempt organisations; (ii) persons connected with the
Company; (iii) holders who hold Ordinary Shares as part of hedging or conversion transactions;
(iv) holders who have (or are deemed to have) acquired their Ordinary Shares by virtue of an office or
employment and holders who are or have been officers or employees of the Company; or (v) holders that
do not acquire the shares as initial shareholders in the Offering.
Prospective investors in Ordinary Shares who are in any doubt about their tax position, or who are resident
or may otherwise be subject to taxation in a jurisdiction other than Nigeria, the UK or the US should
consult their own professional advisers.

2. Nigerian taxation
2.1 Taxation of capital gains
The Nigerian Capital Gains Tax Act exempts the gains from the sale of shares in Nigeria from taxation.
Consequently there will be no capital gains tax on the sale of the shares irrespective of the residence of the
seller or buyer of the shares.
2.2 Taxation of dividends paid on the shares
Nigerian withholding tax is paid on dividends and the Company is expected by virtue of Section 80 of the
Companies Income Tax Act (‘‘CITA’’) to withhold 10 per cent. on the sum to be distributed as dividends to
its shareholders and remit to the Federal Inland Revenue Service. Dividends received by a foreign investor
from its investment in shares in a Nigerian company will be subject to the withholding of tax under
Nigerian law, at the rate of 10 per cent. Where the recipient is not resident in Nigeria, the tax withheld will
be the final tax. Where the recipient of the dividends is a national or company from a country with which
Nigeria has a double taxation agreement, the applicable withholding tax rate is reduced from 10 per cent.
to 7.5 per cent. Nigeria has entered into double taxation treaties with Belgium, Canada, France, The
Netherlands, Pakistan, the Philippines, Romania, South Africa and the United Kingdom. Investors from
double tax treaty countries are advised to consult their tax advisers on how to claim this status for purposes
for their dividends. Dividends paid out of profits derived from petroleum operations which have been
taken into account under the PPT in the calculation of any chargeable profits upon which tax is charged,
assessed and paid are not liable to any further tax (including withholding tax). Therefore, under current
Nigerian laws, any dividend received by the investor from its investment would not be liable to any further
tax other than the PPT payable by the Company.
2.3 Stamp Duty
The Nigerian Stamp Duties Act specifies that duties shall be charged on certain instruments including
deeds of assignment, mortgages (including their ‘‘transfer, assignment and disposition’’), ‘‘conveyance or
transfer on sale of any property’’ and powers of attorney.
Usually, in Nigeria, stamping is a prerequisite to registration of any document recording a change in the
title to a chargeable instrument. All documents/instruments/conveyances submitted for stamping in
execution of any planned sale of shares would be liable to stamp duties.
However, if the documents (for example, instruments of transfer) are executed abroad (outside Nigeria),
stamp duties would become payable within 30 days of being brought into Nigeria. In practice, this
requirement for stamp duty only arises where the parties have agreed to stamp the document as future
evidence to be used in a court of law.

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3. United Kingdom taxation
The statements set out below in relation to certain UK taxes are not applicable to all categories of holders
of Ordinary Shares and in particular are not addressed to: (i) UK non-resident holders who hold Ordinary
Shares in connection with a trade, profession or vocation carried on in the UK (whether through a branch
or agency or, in the case of a corporate holder, through a permanent establishment or otherwise);
(ii) holders of Ordinary Shares who own (or are deemed to own) five per cent. or more of the Ordinary
Shares and/or voting power of the Company; or (iii) UK resident holders who are not domiciled in the UK.

3.1 Taxation of dividends

Dividends may be paid by the Company without withholding or deducting for or on account of UK income
tax. Liability for UK tax on dividends paid by the Company will depend on the individual circumstances of
the relevant shareholder.
UK resident shareholders will, subject to their individual circumstances, be subject to UK income tax or, as
the case may be, corporation tax on dividends paid to them by the Company.
UK resident individual shareholders will be entitled (subject to certain conditions, including that the
Company is not a ‘‘bond fund’’ as referred to below) to a UK tax credit equal to one-ninth of the amount
of the cash dividend (without any reduction to reflect any Nigerian tax which may have been withheld from
the dividend), equivalent to 10 per cent. of the gross dividend (without any reduction to reflect any
Nigerian tax which may have been withheld from the dividend), which may be deducted from the
shareholder’s total UK income tax liability. To the extent that the tax credit exceeds the shareholders’ total
UK income tax liability the tax credit will not be repaid. When dividends are paid subject to Nigerian
withholding tax, UK tax resident individuals will generally be entitled to claim a credit for that Nigerian
withholding tax, which will be given by reducing what would otherwise be their UK income tax liability for
the tax year in question. When such credit is claimed in respect of the Nigerian tax, no deduction is to be
made for the Nigerian tax in working out the amount of the taxable income arising in respect of the
dividend.
A UK resident individual shareholder who is not liable to UK income tax in respect of the gross dividend
and other UK resident taxpayers who are not liable to UK tax on dividends, including pension funds and
charities, will not be entitled to claim repayment of the UK tax credit attaching to dividends paid by the
Company.
Shareholders who are within the charge to UK corporation tax will generally not be subject to corporation
tax on dividends paid by the Company, unless (subject to special rules for such shareholders that are small
companies) the dividends fall outside an exempt class and certain other conditions are not met.
Shareholders who are not resident for tax purposes in the UK should obtain their own tax advice
concerning tax liabilities on dividends received from the Company.
The statements contained under the heading ‘‘Taxation of dividends’’ in this section 3.1 reflect the
Company’s understanding of the correct interpretation of current UK tax law. However, where
distributions are made following a reduction of capital or similar transaction, there is a risk that such a
distribution may not be taxed under the rules for income distributions, but is instead within the charge to
tax on chargeable gains. In such circumstances, shareholders are advised to consult their own professional
advisers in relation to the implications of distributions from the Company.

3.2 Taxation of capital gains

A disposal or deemed disposal of Ordinary Shares by an individual shareholder who is (at any time in the
relevant UK tax year) resident in the UK for tax purposes may, depending upon the shareholder’s
circumstances and subject to any available exemption or relief (such as the annual exempt amount), give
rise to a chargeable gain or an allowable loss for the purposes of UK capital gains tax. An individual
shareholder who ceases to be resident in the UK for a period of five years or less and who disposes of (or is
deemed to dispose of) the shares during that period of temporary non-residence may, depending on his or
her circumstances, be liable to capital gains tax on his or her return to the UK (subject to available
exemptions or reliefs).
A disposal or deemed disposal of Ordinary Shares by a corporate shareholder which is resident in the UK
for tax purposes may, depending upon the shareholder’s circumstances, give rise to a chargeable gain or an
allowable loss for the purposes of corporation tax (subject to any available exemptions or reliefs).

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A shareholder who is not resident in the UK for tax purposes will not be liable for UK taxation of capital
gains on the disposal or deemed disposal of Ordinary Shares unless that shareholder carries on a trade,
profession or vocation in the UK through a branch or agency in the UK or, in the case of a corporate
shareholder, carries on a trade in the UK through a permanent establishment or otherwise and the
Ordinary Shares were acquired for use by or for the purposes of, or used or held for the purposes of, the
branch, agency or permanent establishment, as the case may be, or used in or for the purposes of the trade,
profession or vocation carried on by the shareholder through the branch, agency or permanent
establishment, as the case may be.
The Taxation (International and Other Provisions) Act 2010 and the Offshore Funds (Tax)
Regulations 2009 contain provisions (the ‘‘offshore fund rules’’) which apply to persons who hold an
interest in an entity which is an ‘‘offshore fund’’ for the purposes of those provisions. Under the offshore
fund rules, any gain accruing to a person upon the sale or other disposal of an interest in an offshore fund
can, in certain circumstances, be chargeable to UK tax as income, rather than as a capital gain.
The offshore fund rules will only apply to an investment in Ordinary Shares if a reasonable investor
acquiring those Ordinary Shares in the Company would expect to be able to realise all or part of his
investment on a basis calculated entirely, or almost entirely, by reference to the net asset value of assets
that are attributable to the Ordinary Shares or by reference to an index of any description. An exception to
the offshore fund rules exists where such an expectation to realise an investment in Ordinary Shares arises
only upon the winding-up of the Ordinary Share class and the Ordinary Share class has an indefinite life. In
view of this exception, the Company is of the view that the Ordinary Share class would not constitute an
offshore fund for such an investor. On that basis, the offshore fund rules should not apply to such investors
and any gain realised by an investor who is within the scope of UK taxation on a disposal of Ordinary
Shares should not be taxable under the offshore fund rules. For similar reasons, the ‘‘bond fund rules’’ in
Chapter 2 of Part 6 of the Corporation Tax Act 2009 should not apply to such an investor. Therefore any
gains on such disposals will generally be taxable as capital gains.

3.3 Certain other provisions of UK tax legislation

The attention of shareholders who are individuals resident in the UK for tax purposes is drawn to the
provisions set out in Chapter 2 of Part 13 of the UK Income Tax Act 2007, which may render those
individuals liable to UK income tax in respect of undistributed income and profits (but not capital gains) of
the Company.
The attention of shareholders (whether corporate or individuals) within the scope of UK taxation is drawn
to the provisions set out in, respectively, Part 15 of the Corporation Tax Act 2010 and Chapter 1 of Part 13
of Income Tax Act 2007, which (in each case) give powers to HM Revenue and Customs to raise tax
assessments so as to cancel ‘‘tax advantages’’ derived from certain prescribed ‘‘transactions in securities’’.

3.4 Stamp Duty/Stamp Duty Reserve Tax (‘‘SDRT’’)

No UK stamp duty or SDRT will arise on the issue of Ordinary Shares by the Company. No UK stamp
duty will be required to be paid on the transfer of the Ordinary Shares or Depositary Interests, provided
that any instrument of transfer is not executed in the UK and does not relate to any property situate, or to
any matter or thing done, or to be done, in the UK. Any agreement to transfer Ordinary Shares or
Depositary Interests should not be subject to UK SDRT, provided that the Ordinary Shares are not
registered in any register maintained in the UK by or on behalf of the Company and, in the case of
Depositary Interests, provided further that the Company is not centrally managed and controlled in the
UK and that the Ordinary Shares are listed on a recognised stock exchange (within the meaning given by
Section 1137(l) of the Corporation Tax Act 2010). The Company does not intend that any such register will
be maintained in the UK and intends to maintain its central management and control outside the UK.
Any person who is in doubt as to his or her taxation position should consult his or her professional tax
adviser.

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4. Certain US federal income tax considerations
TO ENSURE COMPLIANCE WITH TREASURY DEPARTMENT CIRCULAR 230, HOLDERS ARE
HEREBY NOTIFIED THAT: (A) ANY DISCUSSION OF US FEDERAL TAX ISSUES IN THIS
PROSPECTUS IS NOT INTENDED OR WRITTEN TO BE RELIED UPON, AND CANNOT BE
RELIED UPON, BY HOLDERS FOR THE PURPOSE OF AVOIDING PENALTIES THAT MAY BE
IMPOSED ON HOLDERS UNDER THE INTERNAL REVENUE CODE; (B) SUCH DISCUSSION
IS INCLUDED HEREIN BY THE ISSUER IN CONNECTION WITH THE PROMOTION OR
MARKETING (WITHIN THE MEANING OF CIRCULAR 230) BY THE ISSUER OF THE
TRANSACTIONS OR MATTERS ADDRESSED HEREIN; AND (C) HOLDERS SHOULD SEEK
ADVICE BASED ON THEIR PARTICULAR CIRCUMSTANCES FROM AN INDEPENDENT TAX
ADVISER.
*****
The following is a summary of certain material US federal income tax consequences of the acquisition,
ownership and disposition of Ordinary Shares by a US Holder (as defined below). This summary deals only
with initial purchasers of Ordinary Shares that are US Holders and that will hold the Ordinary Shares as
capital assets. The discussion does not cover all aspects of US federal income taxation that may be relevant
to, or the actual tax effect that any of the matters described herein will have on, the acquisition, ownership
or disposition of Ordinary Shares by particular investors. Further, this summary does not address any
alternative minimum tax consequences, US federal estate or gift tax laws or any state, local, foreign or
other tax laws. This summary also does not address tax considerations applicable to investors that own
(directly or indirectly) 10 per cent. or more of the voting stock of the Company, nor does this summary
discuss all of the tax considerations that may be relevant to certain types of investors subject to special
treatment under the US federal income tax laws (such as financial institutions, insurance companies,
partnerships or other pass-through entities for US federal income tax purposes or investors in such entities,
individual retirement accounts and other tax-deferred accounts, tax-exempt organisations, dealers in
securities or currencies, investors that will hold the Ordinary Shares as part of straddles, hedging
transactions or conversion transactions for US federal income tax purposes, investors subject to tax on net
investment income or investors whose functional currency is not the US Dollar).
As used herein, the term ‘‘US Holder’’ means a beneficial owner of Ordinary Shares that is, for US federal
income tax purposes:
(i) an individual citizen or resident of the United States;
(ii) a corporation created or organised under the laws of the United States or any State thereof;
(iii) an estate the income of which is subject to US federal income tax without regard to its source; or
(iv) a trust if (A) a court within the United States is able to exercise primary supervision over the
administration of the trust and one or more US persons have the authority to control all
substantial decisions of the trust, or (B) the trust has elected to be treated as a domestic trust for
US federal income tax purposes.
The US federal income tax treatment of a partner in an entity treated as a partnership for US federal
income tax purposes that holds Ordinary Shares will depend on the status of the partner and the activities
of the partnership. Prospective purchasers that are entities treated as partnerships for US federal income
tax purposes should consult their tax advisers concerning the US federal income tax consequences to their
partners of the acquisition, ownership and disposition of Ordinary Shares by the partnership.
The summary is based on the tax laws of the United States, including the Internal Revenue Code of 1986,
as amended, its legislative history, existing and proposed regulations thereunder, published rulings and
court decisions, all as of the date hereof and all subject to change at any time, possibly with retroactive
effect. The authorities on which this summary is based are subject to various interpretations, and any views
in this summary are not binding on the Internal Revenue Service (the ‘‘IRS’’) or the courts. No assurances
can be given that the IRS or the courts will agree with the tax consequences as described in this Prospectus.
THE SUMMARY OF US FEDERAL INCOME TAX CONSEQUENCES SET OUT BELOW IS FOR
GENERAL INFORMATION ONLY. ALL PROSPECTIVE PURCHASERS SHOULD CONSULT THEIR
TAX ADVISERS AS TO THE PARTICULAR TAX CONSEQUENCES TO THEM OF OWNING THE
ORDINARY SHARES, INCLUDING THE APPLICABILITY AND EFFECT OF STATE, LOCAL,
FOREIGN AND OTHER TAX LAWS AND POSSIBLE CHANGES IN TAX LAW.

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4.1 Dividends
Subject to the PFIC rules discussed below, distributions paid by the Company out of current or
accumulated earnings and profits (as determined for US federal income tax purposes) will generally be
taxable to a US Holder as foreign source dividend income, and will not be eligible for the dividends
received deduction allowed to corporations. Such dividends also will not be eligible for the reduced rate of
tax generally available for dividends paid by US corporations and certain qualified foreign corporations.
Distributions in excess of current and accumulated earnings and profits will be treated as a non-taxable
return of capital to the extent of the US Holder’s basis in the Ordinary Shares and thereafter as capital
gain. However, the Company does not maintain calculations of its earnings and profits in accordance with
US federal income tax accounting principles. US Holders should therefore assume that any distribution by
the Company with respect to Ordinary Shares will constitute ordinary dividend income. US Holders should
consult their own tax advisers with respect to the appropriate US federal income tax treatment of any
distribution received from the Company.
Prospective purchasers should consult their tax advisers concerning the applicability of the foreign tax
credit and source of income rules to dividends on the Ordinary Shares.
Dividends paid in Pounds Sterling will be included in income in a US Dollar amount calculated by
reference to the exchange rate in effect on the day the dividends are received by the US Holder, regardless
of whether the Pounds Sterling are converted into US Dollars at that time. If dividends received in Pounds
Sterling are converted into US Dollars on the day they are received, the US Holder generally will not be
required to recognise foreign currency gain or loss in respect of the dividend income.

4.2 Sale or Other Disposition

Subject to the PFIC rules discussed below, upon a sale or other disposition of Ordinary Shares, a US
Holder generally will recognise capital gain or loss for US federal income tax purposes equal to the
difference, if any, between the amount realised on the sale or other disposition and the US Holder’s
adjusted tax basis in the Ordinary Shares. This capital gain or loss will be long-term capital gain or loss if
the US Holder’s holding period in the Ordinary Shares exceeds one year. Any gain or loss will generally be
US source.
A US Holder’s tax basis in an Ordinary Share will generally be its US Dollar cost. The US Dollar cost of an
Ordinary Share purchased with foreign currency will generally be the US Dollar value of the purchase
price on the date of purchase, or the settlement date for the purchase, in the case of Ordinary Shares
traded on an established securities market, within the meaning of the applicable Treasury Regulations, that
are purchased by a cash-basis US Holder (or an accrual-basis US Holder that so elects). Such an election
by an accrual-basis US Holder must be applied consistently from year to year and cannot be revoked
without the consent of the IRS.
The amount realised on a sale or other disposition of Ordinary Shares for an amount in foreign currency
will be the US Dollar value of this amount on the date of sale or disposition. On the settlement date, the
US Holder will recognise US source foreign currency gain or loss (taxable as ordinary income or loss)
equal to the difference (if any) between the US Dollar value of the amount received based on the exchange
rates in effect on the date of sale or other disposition and the settlement date. However, in the case of
Ordinary Shares traded on an established securities market that are sold by a cash-basis US Holder (or an
accrual-basis US Holder that so elects), the amount realised will be based on the exchange rate in effect on
the settlement date for the sale, and no exchange gain or loss will be recognised at that time.

4.3 Disposition of Foreign Currency

Foreign currency received on the sale or other disposition of an Ordinary Share will have a tax basis equal
to its US Dollar value on the settlement date. Foreign currency that is purchased will generally have a tax
basis equal to the US Dollar value of the foreign currency on the date of purchase. Any gain or loss
recognised on a sale or other disposition of a foreign currency (including its use to purchase Ordinary
Shares or upon exchange for US Dollars) will be US source ordinary income or loss.

4.4 Passive Foreign Investment Company Considerations

A foreign corporation will be a PFIC in any taxable year in which, after taking into account the income and
assets of the corporation and certain subsidiaries pursuant to applicable ‘‘look-through rules,’’ either (i) at
least 75 per cent. of its gross income is ‘‘passive income’’ or (ii) at least 50 per cent. of the average value of

221
its assets is attributable to assets which produce passive income or are held for the production of passive
income. Although income from the sales of commodities is generally passive income, a special rule treats
active business gains from the sales of commodities as non-passive income provided certain requirements
are met. To the extent that the Company derives income from the sale of commodities, the Company
believes that it currently meets these requirements.
Based on the nature of the Company’s business and assets, the Company believes that it was not a PFIC in
the last taxable year and that it will not be a PFIC for the foreseeable future. However, the Company’s
possible status as a PFIC must be determined annually and therefore it is possible that the Company may
become a PFIC in the future.
If the Company is a PFIC in any year during which a US Holder owns Ordinary Shares, and the US Holder
has not made a mark to market or qualified electing fund election the US Holder would be required (i) to
pay tax on any gain from the sale of Ordinary Shares at ordinary income (rather than capital gains) rates
and (ii) to pay a special addition to US federal income tax on such gain and on certain distributions with
respect to Ordinary Shares. Prospective purchasers should consult their tax advisers regarding the potential
application of the PFIC regime.

4.5 Backup Withholding and Information Reporting

Payments of dividends and other proceeds with respect to Ordinary Shares by a US paying agent or other
US intermediary will be reported to the IRS and to the US Holder as may be required under applicable
regulations. Backup withholding may apply to these payments if the US Holder fails to provide an accurate
taxpayer identification number, establish an exemption from backup withholding or report all interest and
dividends required to be shown on its US federal income tax returns. Certain US Holders are not subject
to backup withholding. US Holders should consult their tax advisers as to their qualification for exemption
from backup withholding and the procedure for obtaining an exemption.

4.6 Foreign Financial Asset Reporting

US taxpayers generally are required to report, on IRS Form 8938, their ownership of certain foreign
financial assets, including equity of foreign entities, if the aggregate value of such assets exceeds US$50,000
at the end of the taxable year or US$75,000 at any time during the taxable year. The Ordinary Shares will
constitute foreign financial assets subject to these requirements unless the Ordinary Shares are held in an
account at a domestic financial institution. US Holders should consult their tax advisers regarding the
application of this reporting requirement.

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 PART XVII
ADDITIONAL INFORMATION

1. RESPONSIBILITY
The Directors, whose names appear on page 95, and the Company accept responsibility for the
information contained in this Prospectus. To the best of the knowledge and belief of the Directors and the
Company (each of whom has taken all reasonable care to ensure that such is the case), the information
contained in this Prospectus is in accordance with the facts and contains no omissions likely to affect its
import.
DMCL accepts responsibility only for the information contained in the CPRs, as are set out in Part XVIII:
‘‘Competent Person’s Report on OMLs 4, 38 and 41’’, Part XIX: ‘‘Competent Person’s Report on the
Umuseti/Igbuku Fields’’ and Part XX: ‘‘Competent Person’s Report on OML 53’’. To the best of the
knowledge of DMCL (which has taken reasonable care to ensure that such is the case), the information
contained in the CPRs is in accordance with the facts and does not omit anything likely to affect the import
of such information.

2. THE COMPANY
2.1 The Company was incorporated and registered on 17 June 2009 for an unlimited term with the
Corporate Affairs Commission of Nigeria with RC number 824838.
2.2 The Company is a public limited company under Nigerian law whose registered office is located at
25a Lugard Avenue, Ikoyi, Lagos, Nigeria and whose telephone number is +234 12770400.
2.3 On 3 October 2013, the Company was re-registered as a public limited company and changed its
name to ‘‘SEPLAT Petroleum Development Company Plc’’.
2.4 The Company is domiciled in Nigeria.

3. SHARE CAPITAL
3.1 Since incorporation of the Company, there have been the following changes to its authorised and
issued share capital:
3.1.1 20JAN201405225537
on incorporation on 17 June 2009, the authorised share capital was 1,000,000 divided
into 1,000,000 Ordinary Shares of one Naira each;
3.1.2 the subscribers to the Company’s share capital at incorporation were Anthony Anyavgo
and Raymond Okolo, each of whom held 500,000 Ordinary Shares;
3.1.3 on 10 December 2009, Anthony Anyavgo and Raymond Okolo transferred their
respective shareholdings in the Company to Shebah Nigeria and Platform Nigeria
respectively;
3.1.4 on 22 December 2009, the Company increased its authorised share capital to
20JAN201405225537100,000,000 and issued 99,000,000 new Ordinary Shares as follows:
(a) 32,500,000 Ordinary Shares were issued to Shebah Nigeria credited as fully paid
by means of a contribution in services;
(b) 21,500,000 Ordinary Shares were issued to Platform Nigeria credited as fully paid
by means of a contribution in services; and
(c) 45,000,000 Ordinary Shares were issued to Etablissements Maurel et Prom
credited as fully paid by cash at par value;
3.1.5 on 29 January 2010, Etablissements Maurel et Prom transferred its entire shareholding in
the Company to MPI;
3.1.6 on 29 March 2010,
(a) Shebah Nigeria transferred its entire shareholding in the Company to Shebah;
and
(b) Platform Nigeria transferred its entire shareholding in the Company to Platform;

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 3.1.7 on 20 February 2012, Shebah transferred 2,000,000 Ordinary Shares to Platform;
3.1.8 on 26 July 2013, the Company subdivided its issued share capital of 100,000,000 Ordinary
Shares of one Naira each into 200,000,000 Ordinary Shares of 50 kobo each. The new
Ordinary Shares were issued and allotted, as a bonus issue (dividend in specie), pro rata
to the existing shareholders at the time as follows:
(a) 31,000,000 Ordinary Shares of 50 kobo each to Shebah credited as fully paid,
which increased Shebah’s aggregate shareholding to 62,000,000 Ordinary Shares;
(b) 24,000,000 Ordinary Shares of 50 kobo each to Platform credited as fully paid,
which increased Platform’s aggregate shareholding to 48,000,000 Ordinary
Shares; and
(c) 45,000,000 Ordinary Shares of 50 kobo each to MPI credited as fully paid, which
increased MPI’s aggregate shareholding to 90,000,000 Ordinary Shares;
3.1.9 on 26 July 2013, the Company increased its authorised share 20JAN201405225537
capital by 100,000,000 to
20JAN201405225537200,000,000 comprised of 400,000,000 new Ordinary Shares of 50 kobo each.
200,000,000 Ordinary Shares of 50 kobo each were issued and allotted, as a bonus issue
(dividend in specie), pro rata to the existing shareholders as follows:
(a) 62,000,000 Ordinary Shares of 50 kobo each to Shebah credited as fully paid,
which increased Shebah’s aggregate shareholding to 124,000,000 Ordinary
Shares;
(b) 48,000,000 Ordinary Shares of 50 kobo each to Platform credited as fully paid,
which increased Platform’s aggregate shareholding to 96,000,000 Ordinary
Shares; and
(c) 90,000,000 Ordinary Shares of 50 kobo each to MPI credited as fully paid, which
increased MPI’s aggregate shareholding to 180,000,000 Ordinary Shares;
3.1.10 on 31 July 2013, the Company further increased its authorised share capital by
20JAN201405225537100,000,000
20JAN201405225537
to 300,000,000 comprised of 600,000,000 Ordinary Shares of 50 kobo
each, of which 400,000,000 had been issued and 200,000,000 remained unissued; and
3.1.11 on 31 July 2013, the Company further increased its authorised share capital by
20JAN201405225537200,000,000
20JAN201405225537
to 500,000,000 comprised of 1,000,000,000 Ordinary Shares of 50 kobo
each, of which 400,000,000 had been issued and 600,000,000 remained unissued.
3.2 The Ordinary Shares’ nominal value is denominated in Naira.
3.3 The Ordinary Shares are in registered form and are capable of being held in certificated and
uncertificated form.
3.4 The Company has applied for the Depositary Interests to be admitted to CREST with effect from
Admission and it is therefore expected that the Depositary Interests will also be capable of being
traded in CREST from Admission. The records in respect of Depositary Interests held in
uncertificated form will be maintained by Euroclear and the Depositary.
3.5 The issued and fully paid share capital of the Company as at the Latest Practicable Date is as
follows:
Class of shares Number Amount

Ordinary Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20JAN201405225537200,000,000

400,000,000
The major shareholders do not have different voting rights from those of any other holders of Ordinary
Shares.
3.6 On 22 August 2013, MPI sold 10 per cent. of its then 45 per cent. shareholding in the Company for
an aggregate cash consideration of US$98,000,000, as follows:
(a) 24,000,000 Ordinary Shares, equivalent to 6.00 per cent. of the total issued share capital of
the Company (at that date), to Mercuria Capital pursuant to a sale and purchase
agreement between MPI and Mercuria Capital; and

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 (b) 16,000,000 Ordinary Shares, equivalent to 4.00 per cent. of the total issued share capital of
the Company (at that date), to the Blakeney Group pursuant to a sale and purchase
agreement between MPI and the Blakeney Group.
Pursuant to a mandate given to the Company by MPI, the Company assisted in organising a sale
process that resulted in the above-mentioned sales of Ordinary Shares by MPI to Mercuria Capital
and the Blakeney Group. As part of this mandate, an amount of US$4,100,000 was paid to the
Company by MPI.
3.7 On 20 August 2013, Shebah sold 19,996,000 Ordinary Shares, equivalent to 4.99 per cent. of the
total issued share capital of the Company (at that date), for cash consideration of US$49,000,000
to Quantum Capital pursuant to a sale and purchase agreement between Quantum Capital and
Shebah.
3.8 On 24 December 2013, MPI sold 19,600,000 Ordinary Shares, equivalent to 4.90 per cent. of the
total issued share capital of the Company (at that date), for cash consideration of US$49,000,000
to Quantum Power pursuant to a sale and purchase agreement between Quantum Power and MPI.

4. CORPORATE STEPS TAKEN PRIOR TO THE PUBLICATION OF THIS DOCUMENT

4.1 On 31 July 2013, the Company resolved to amend its Articles of Association to reflect its status as
a public company whose shares are to be listed on the London Stock Exchange and the NSE.
4.2 By a series of special resolutions of the Company on 8 October 2013, it was resolved that: (i) the
Company authorised the issue of the Ordinary Shares in connection with the Global Offer; and
(ii) an application be made for the Ordinary Shares to be admitted to the Official List of the FCA
by way of a standard listing and to trading on the London Stock Exchange’s main market and for
the Ordinary Shares to also be listed by way of introduction for trading on the official list of the
NSE.

5. MEMORANDUM OF ASSOCIATION
The Company’s memorandum of association states the Company’s objects and purpose at Article 3 as
follows:
• To carry on the business of exploration, development, production, storage and transportation of
petroleum products including carrying on such business onshore, within territorial waters, coastal
loading and discharging ports, and to acquire or own oil fields, equipment or facilities and oil wells
through licenses and payment of oil royalties and to install and operate machineries and other
facilities for drilling oil and petroleum gas, and all other petroleum and allied minerals from oil wells;
• To carry on the business of oil and gas industrial materials for clients and carry on the business either
as independent marketers or otherwise for sales of all varieties of petroleum products and erect
structures for the purpose;
• To prospect for and to develop petroleum resources and to carry on all ancillary business related to
petroleum development;
• To construct and maintain pipelines for the transportation of liquid and gases by means of such
pipelines and to utilise and to sell and supply liquids and gases to others; to store the same in tanks or
otherwise and to lay, buy, lease, sell and operate such pipelines, tanks and other storage facilities;
• To purchase, take on lease or in exchange, or otherwise acquire, any lands and to lay out, improve and
prepare the same for building or commercial purposes; to sell, mortgage, or let the same; to construct,
alter, repair, pull down, decorate, maintain, furnish, fit up and improve buildings; to lay out, construct
and pave roads, street, alleys, paths and walks, to drain, improve and landscape grounds, and to
advance money to, and enter into contracts and arrangements of all kinds with, builders, property
owners, tenants and others;
• To own, acquire, construct, establish, install, lay out, improve, maintain, work, manage, operate, carry
out or control, or aid in, contribute or subscribe to the construction, erection, maintenance and
improvement or working of, any roads, ways, aerodromes and landing fields, docks, wharves, piers,
bridges, jetties, dredging facilities, mooring, harbour abutments, viaducts, aqueducts, canals, water
courses, tanks, wells, reservoirs, hydraulic works, stations and pumps services, storage installations,
accumulation services and telephones, wireless, gas works, steam works, electric lighting and power

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 works, power houses, laboratories, workshops, machine shops, warehouses, garages, fuel stations,
guard towers, machinery and other appliances, guest houses, clubs, restaurants, hospitals,
dispensaries, places of amusement, pleasure grounds, parks, gardens, reading rooms, dwelling-houses,
office and other buildings, works and conveniences which may be calculated directly or indirectly, to
advance the Company’s interests and to contribute to, or assist or take part in, the construction,
improvement, maintenance working, management, carrying out or control thereof, and to take any
lease or enter into any working agreement in respect thereof;
• To amalgamate, consolidate or merge, with a view to effecting a union of interests, either in whole or
in part, with or into any other companies, associations, firms or persons carrying on any trade or
business of a similar nature to that which the Company is authorised to carry on;
• To borrow or raise money in such manner as the Company shall think fit, and in particular by the issue
of debentures or debenture stock (perpetual or otherwise), and to secure the repayment of any money
borrowed, raised or owning, by mortgage charge or lien upon the whole or any part of the Company’s
property or assets (whether present or future) including its uncalled capital, and also by similar
mortgage, charge, lien to secure and guarantee the performance by the Company of any obligations or
liability it may undertake; and
• To do all such other things as may be considered to be incidental or conducive to the attainment of the
above objects or any of them.

6. ARTICLES OF ASSOCIATION SUMMARY

The Articles, which were adopted by special resolution passed on 31 July 2013, contain, among others,
provisions to the following effect:

6.1 Share rights

Without prejudice to special rights previously conferred on the holders of any shares or class of shares, any
share in the Company may be issued with or have attached to it 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 in a general meeting determine.
Subject to the provisions of CAMA, any preference shares may by special 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 may by special resolution determine.
The Company may exercise the powers of paying commissions conferred by Section 131 of CAMA,
provided that the rate or amount of the commission paid or agreed to be paid and the number of shares
agreed for commission shall be disclosed in the manner required by the said section, and that such
commission shall not exceed 10 per cent. of the price at which the shares are issued. The Company may
also on any issue of shares pay such brokerage as may be lawful. Any such commission or brokerage may
be satisfied by the payment of cash or by the allotment of fully or partly paid shares or other securities or
the grant of an option to call for an allotment of shares or any combination of such methods.
If any shares of the Company are issued for the purpose of raising money to settle the expenses of the
construction of any works or buildings or the provisions of any plant which cannot be made profitable for a
lengthened period, the Company may, subject to the conditions and restrictions mentioned in Section 113
of CAMA, pay interest on the amount of such share capital as may for the time being be paid up and may
charge the same to capital as part of the cost of construction of the works or buildings or the provisions of
the plant.
Except as ordered by a court of competent jurisdiction or as by law required, no person shall be recognised
by the Company as a shareholder unless their name appears on the register of members 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 fractional part of a share
or (except only as by the Articles or by law otherwise provided) any other right in respect of any share
except an absolute right of the registered holder of the whole of the share.

226
The Directors shall, subject always to any applicable laws and regulations (including the uncertificated
securities rules) and facilities and the requirements of any relevant system, have power to implement
and/or approve any arrangement they may think fit in relation to the evidencing of title to and transfer of
interests in shares in the capital of the Company in the form of depositary interests or similar interests,
instruments or securities.

6.2 Modification of Share Rights

If at any time the share capital is divided into different classes of shares, the rights attached to any class
(unless otherwise provided by the terms of issue of the shares of that class) may from time to time be
modified, varied or surrendered with the consent in writing of the holders of not less than three-quarters of
the issued shares of that class or with the sanction of a special resolution passed at a separate general
meeting of all the holders of the shares of the class. To every such separate general meeting, the provisions
of the Articles relating to general meetings of the Company shall apply, however the necessary quorum
shall be two members at least holding or representing by proxy not less than one-third of the paid up shares
of the class, provided that, if any such separate general meeting shall be adjourned by reason of there being
no quorum present and at the adjourned meeting a quorum shall not be present within thirty minutes from
the time appointed for such adjourned meeting, the holders of the class of shares in question who are
present shall be a quorum. Any holder of shares of the class present in person or by proxy may demand a
poll.
The special rights conferred upon the holders of any shares or class of shares issued with preferred or
other rights shall not, unless otherwise expressly provided by the conditions of issue of such shares, be
deemed to be altered by the creation or issue of further shares ranking pari passu with them.

6.3 Transfer of Shares

The transfer of any share in the Company shall be by instrument of transfer in the usual common form
signed by the transferor and the transferee or any other form which the Directors may approve. The
transferor shall be deemed to remain the holder of the shares until the name of the transferee is entered in
the register of members in respect of those shares.
The transfer of any share in uncertificated form can be by means of a relevant system in such manner
provided for, and subject as provided in, the uncertificated securities rules.
The Board may, at its discretion and without assigning any reason, refuse to register any transfer of shares
on which the Company has a lien and the Board may refuse to register a transfer of uncertificated shares in
any circumstances that are allowed or required by the uncertificated securities rules and the relevant
system. The Company reserves the right to refuse to register more than three persons as joint holders of a
share. However, such right shall not apply to executors or trustees of a deceased holder.
If the Board refuses to register a transfer of any share, it shall, within two months after the date on which
the transfer was lodged with the Company, send to the transferee notice of the refusal.
The Directors may also decline to recognise any instrument of transfer unless the instrument of transfer is
accompanied by the certificate of the shares to which it relates and such other evidence as the Directors
may reasonably require to show the right of the transferor to make the transfer, the instrument of transfer
is in respect of only one class of shares, and the instrument of transfer is accompanied by one or other of
the declarations set out in the Articles signed by the transferee.
Under Nigerian law, a company is entitled to refuse to recognise the instrument of transfer if: (i) any
prerequisite fees for the instrument is unpaid; (ii) the instrument is not accompanied by the share
certificate or other acceptable evidence of ownership of shares by the transferor; or (iii) one instrument is
executed in respect of more than one class of shares. As a result of the Company being a Nigerian public
listed company, certain regulatory requirements will need to be met regarding the ownership and transfer
of its shares, including: (i) notification to the SEC must be made by the Company’s registrar if an
individual’s shareholding in a listed company is 5 per cent. or over, or of any transaction which relates to a
5 per cent. shareholding; (ii) transfer of its shares has to be crossed on the floor of the NSE through a duly
licensed stockbroker in Nigeria; (iii) prior to transfer, any shares held in certificated form must be
delivered to the Registrar so that the certificate may be dematerialised and held in electronic form in the
Central Securities Clearing System Plc; (iv) disclosure to the Nigerian SEC of any sales and purchases of
shares by insiders (as defined under the ISA and the Nigerian SEC Rules) of the Company (Directors,
officers, and employees of the Company and any beneficial holder of more than 5 per cent. of the equity of

227
the Company); and (v) disclosure to the Company of the ownership of shares which entitle a shareholder
to exercise at least 10 per cent. of the unrestricted voting rights at any of its general meetings.
The Nigerian Forex Act governs the importation of foreign currency into Nigeria. Under this law, any
person may invest in securities in Nigeria with capital imported through an authorised dealer by
telegraphic transfer, cheques or other negotiable instruments, and converted into Naira. The authorised
dealer is required by statute to issue a CCI, evidencing receipt of the imported capital within 24 hours of
receipt of imported funds.
Any capital imported into Nigeria, including capital imported for the acquisition of shares, must be
evidenced by a CCI issued by an authorised dealer through which the capital was imported. The CCIs
guarantee the unconditional transferability and remittance of dividends and/or proceeds of sale of the
shares abroad through authorised dealers.
It is expected that a master CCI will be issued in relation to the proceeds of the Global Offer from the
London Stock Exchange, whereby holders and/or purchasers of shares on the London Stock Exchange will
benefit from their respective portions of such CCI in respect of the unconditional transferability and
remittance of dividends and/or proceeds of sale of the Ordinary Shares abroad. Any foreign investor
wishing to invest in the Nigerian Offer would be required to arrange for its own individual CCI from an
authorised dealer under the provisions of the law as stated above.

6.4 Share Certificates

Every person whose name is entered in the register of shareholders shall be entitled, upon written request,
without payment, to receive within three months of allotment or lodgment of transfer or within such other
period as the conditions of issue shall provide one certificate under seal for all his shares of any one class,
or several certificates each for one or more of his shares of such class. In the case of a share held jointly by
several persons, delivery of a certificate to the person first named in the register shall be sufficient delivery
to all. Every share certificate sent in accordance with the Articles will be sent at the risk of the shareholder
or other person entitled to the certificate. The Company will not be responsible for any share certificate
lost or delayed in the course of delivery.

6.5 Issue of New Shares

Unless otherwise agreed by special resolution, if the Company proposes to allot any new shares (other than
any shares to be held under an employees’ share scheme), those shares shall not be allotted to any person
unless the Company has first offered them to all shareholders on the same terms, and at the same price, as
those shares are being offered to other persons on a pari passu and pro rata basis to the number of shares
held by those holders (as nearly as possible without including fractions). Any such new shares not accepted
by shareholders pursuant to the offer made to them in accordance with the above shall be offered to any
other person as the directors may determine, at the same price and on the same terms as the offer to the
shareholders, provided that nothing in this provision shall prevent or restrict the free transferability of
already-issued shares of the Company.

6.6 Lien and Forfeiture

The Company shall have a first and paramount lien and charge on all shares (not being fully paid shares) for
all amounts payable to the Company (whether currently payable or not) or payable at a fixed time in respect
of such shares. The Company shall also have a first and paramount lien on all shares (other than fully paid
shares) standing registered in the name of each shareholder (whether solely or jointly with others) for all
debts, liabilities and engagements of such shareholder or his estate to the Company, whether the same shall
have been incurred or entered into before or after his notice to the Company of any equitable or other
interest of any person other than such shareholder and whether the period for the payment or discharge of
the same shall have actually arrived or not and notwithstanding that the same are joint debts or liabilities or
engagements of such shareholder or his estate and any other person, whether as a shareholder or not. The
Company’s lien, if any, on a share shall extend to all dividends payable thereon. The Directors may at any
time declare any shares to be wholly or in part exempt from the provisions of the Articles.
If a shareholder fails to pay any call or installment on a call on the day appointed for payment, the Board
may at any time during such time as any part of such call or installment remains unpaid serve a notice on
him requiring payment of so much of the call or installment as is unpaid, together with any interest and
expenses which may have accrued.

228
When any share has been forfeited, notice of the forfeiture shall forthwith be given to the holder of the
share or the person entitled to the share by reason of the death or bankruptcy of the holder but no
forfeiture shall be in any manner invalidated by any omission or neglect to give such notice.
A forfeited share shall be deemed to be the property of the Company and may be sold, re-allotted or
otherwise disposed of, either to the person who was, before forfeiture, the holder or entitled or to any
person, upon such terms and in such manner as the Board shall think fit and, at any time before a sale or
disposition, the forfeiture may be cancelled on such terms as the Board may think fit. A person whose
shares have been forfeited shall cease to be a shareholder in respect of the forfeited shares but shall
notwithstanding remain liable to pay to the Company all moneys which at the date of forfeiture were
payable by him to the Company in respect of the shares, but this liability shall cease if and when the
Company receives payment in full of all such moneys in respect of the shares.

6.7 Calls on Shares

The Board may from time to time make calls upon the shareholders in respect of any amount 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 or in accordance with the terms of the issue,
provided that no call shall exceed one quarter of the nominal value of the shares or be payable at less than
one month from the date fixed for the payment of the last preceding call, and each shareholder shall
(subject to receiving at least 21 clear days’ notice specifying the time and place of payment), pay to the
Company, at the time and place so specified, the amount called on his shares.

6.8 Alteration of Capital

The Company may from time to time by ordinary resolution at a general meeting increase its share capital
by such sum and to be divided into shares of such amount as the resolution shall prescribe.
The Company may, by special resolution, reduce its share capital and any capital redemption reserve fund
or any share premium account in any manner permitted by law, but with and subject to any incident
authorised or consent required by law.

6.9 Votes of Shareholders

On a show of hands every shareholder shall have one vote and on a poll every shareholder present shall
have one vote for every share of which he is the holder. No shareholder 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 or the Board determines otherwise.

6.10 Dividends
The Company may, from time to time, in a general meeting, declare dividends to be paid to the
shareholders according to their rights and interests in the distributable profits of the Company in respect of
any year or other period, but no dividend shall be declared in excess of the amount recommended by the
Board.
The Board may, from time to time, pay to the shareholders such interim dividends as appear to the Board
to be justified by the position of the Company.

6.11 General Meetings

The Company shall in each year hold a general meeting as its annual general meeting in addition to any
other meetings in that year, and shall specify the meeting as such in the notice and shall be held not more
than fifteen months after the holding of the last annual general meeting.
The annual general meeting shall be held at such time and place as the Directors shall appoint provided
that all statutory and annual general meetings shall be held in Nigeria.
An annual general meeting and all general meetings shall be called by 21 days’ notice in writing at least
and all documents required to be delivered to shareholders for consideration may be delivered at the
discretion of the Company by hand, post, courier or electronic means of communication.

229
No business shall be transacted at any general meeting unless a quorum is present. The quorum for the
meeting of the Company shall be 10 shareholders of the Company present in person or by proxy and
holding at least 10 per cent. of the fully paid share capital of the Company.

6.12 Directors
6.12.1 Number of Directors
Until otherwise determined by the Company in a general meeting the number of Directors shall not be less
than six, and shall not exceed 15.

6.12.2 Appointment of Directors

The Company may by ordinary resolution appoint a person who is willing to act to be a Director, either to
fill a vacancy or as an addition to the existing Board, but the total number of Directors shall not exceed any
maximum number fixed in accordance with the Articles.
Any Director may, in writing, appoint another Director or any person who is approved by the Board to be
his alternate to act in his place at any meeting of the Directors at which he is unable to be present.
The Chairman of the Company shall always be a Nigerian citizen and a majority of the Directors shall also
always be Nigerian citizens.
For so long as each of Shebah, Platform and MPI and their respective associates or affiliates hold not less
than 7.5 per cent. of the issued shares from time to time (in the case of Shebah and Platform) and not less
than 15 per cent. of the issued shares from time to time (in the case of MPI) (the ‘‘Minimum Shareholder
Percentage’’), then they shall each be entitled to appoint one person to the Board. For so long as each of
Shebah, Platform and MPI and their respective associates or affiliates hold not less than 15 per cent. of the
issued shares from time to time (in the case of Shebah and Platform) and not less than 30 per cent. of the
issued shares from time to time (in the case of MPI) (the ‘‘Major Shareholder Percentage’’), then they
shall each be entitled to appoint two persons to the Board.
If Shebah, Platform and MPI and their respective associates or affiliates shall at any time hold less than the
Minimum Shareholder Percentage or Major Shareholder Percentage, Shebah, Platform and MPI (as the
case may be) shall procure the removal of their appointed Director.
For the purposes of the Articles, references to ‘‘Shebah’’ mean Shebah and A.B.C. Orjiako and their
respective ‘‘associates’’ and references to ‘‘Platform’’ mean Platform and Austin Avuru and their respective
‘‘associates’’. An ‘‘associate’’ includes, without limitation, in the case of an individual, family members and
trusts and, in the case of a business entity, another business entity or person that directly or indirectly
controls or is controlled by such entity, and, in relation to Shebah and Platform, any person deemed an
‘‘associate’’ for the purposes of any agreement amongst the Founders and the Company.

6.12.3 Retirement of Directors

Every Director shall remain in office until removed by an ordinary resolution of the Company or until his
office is vacated as a result of retirement by rotation. At the annual general meeting in every year, one-
third of the Directors for the time being, or if their number is not three or a multiple of three, then the
number nearest to one-third, shall retire from office, provided that no Director who is also an executive
director, a Shebah Director, a Platform Director or an MPI Director shall be subject to retirement by
rotation or taken into account in determining the number of Directors to retire each year.
The Directors to retire shall be those who have been longest in office since their last election, but as
between persons who became Directors on the same day those to retire shall (unless they otherwise agree
among themselves) be determined by lot.

6.12.4 Remuneration of Directors

The salary or remuneration of any Director appointed to hold any employment or executive office may be
either a fixed sum of money, or may altogether or in part be governed by business done or profits made or
otherwise determined by the Board, and may be in addition to or in lieu of any fee payable to him for his
services as Director.
Any Director who, by request, performs special or professional services which in the opinion of the
Directors are outside the scope of the ordinary duties of a Director or goes or resides outside Nigeria for

230
any purposes of the Company may be paid such extra remuneration by way of salary, percentage of profits
or otherwise as the Board may determine.

6.12.5 Interests of Directors

A Director who is in any way, whether directly or indirectly, interested in a contract or arrangement or
proposed contract or arrangement with the Company shall declare each time the nature and extent of his
interest at the meeting of the Board. Any Director may act by himself or his firm in a professional capacity
for the Company (otherwise than as auditor) and he or his firm shall be entitled to remuneration for
professional services as if he were not a Director. A Director of the Company shall be excused and abstain
from discussions and shall not vote on any contract, arrangement or proposal in which he is interested and,
if he does vote, the vote shall not be counted nor shall he be counted in the quorum present at the meeting.

6.12.6 Powers and Duties of Directors

The Board may establish any Board committees or other committees or agencies for managing any of the
affairs of the Company, either in Nigeria or elsewhere, and may appoint any persons to be members of
such committees or agencies and may fix their remuneration and may delegate to any committees,
agencies, managers or agents any of the powers, authorities and discretions vested in the Board, with
power to sub-delegate, and may authorise the members of any committee or agency or any of them to fill
any vacancies.
The Board may exercise all the powers of the Company to borrow or raise money and to mortgage or
charge its undertaking, property and uncalled capital or any part thereof and to issue debentures and other
securities whether outright or as security for any debt, liability or obligation of the Company or of any third
party, provided that the amount for the time being remaining discharged of moneys borrowed or secured
by the Directors as aforesaid (apart from temporary loans obtained from the Company’s bankers in the
ordinary course of business) shall not at any time, without the previous sanction of the Company in a
general meeting, exceed the nominal amount of the share capital of the Company for the time being
issued, but no debt incurred or security given in excess of such limit shall be invalid or ineffectual.

6.13 Disclosure of shareholding ownership

The Company may by notice in writing (a ‘‘Disclosure Notice’’) require any shareholder or any other
person with a confirmed or apparent, interest in the shares of the Company to disclose to the Company in
writing such information as the Company shall require relating to the beneficial ownership of or any
interest in the shares in question as lies within the knowledge of such shareholder or other person
(supported if the Company so requires by a statutory or notarial declaration and/or by independent
evidence).
If any shareholder or any other person with a confirmed or apparent interest in the shares of the Company
has been duly served with a Disclosure Notice and is in default in supplying to the Company the
information required for a period of 28 days after service of the Disclosure Notice (or 14 days if the shares
concerned represent 0.25 per cent. or more of the number of issued shares of the relevant class) or, in
purported compliance, has made a statement which is false or inadequate, then the Board may agree at any
time thereafter to issue a notice (a ‘‘Direction Notice’’) to such shareholder directing that the relevant
shareholder will not be entitled to exercise any voting rights in respect of the shares in relation to which the
default has occurred.
The shareholder disclosure obligations provided herein are in addition to the Nigerian law obligations set
out in Part VIII: ‘‘Regulatory and Legislative Framework in Nigeria’’ of this Prospectus.

6.14 Winding Up
If the Company shall be wound up, the liquidator may, with the sanction of a special resolution of the
Company, divide among the shareholders, in specific or in kind, the whole or any part of the assets of the
Company and may for such purpose set such value as he deems fair upon any property to be divided as
aforesaid and may determine how such division shall be carried out as between the shareholders or
different classes of shareholders.

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7. DIRECTORS’, SENIOR MANAGEMENT’S AND OTHER INTERESTS
7.1 Directors’ and Senior Management’s interests
7.1.1 The Directors and members of Senior Management, their functions within the Company and brief
biographies are set out in Part VII: ‘‘Directors, Senior Management, Corporate Governance and Dividend
Policy’’ of this Prospectus.
7.1.2 The interests of the Directors and of members of Senior Management (and of persons connected
with them) in the share capital of the Company (all of which are beneficial unless otherwise stated) as at
the Latest Practicable Date and as they are expected to be immediately following Admission are as follows,
assuming that the Over-allotment Option is not exercised (not including options disclosed below):

As at the
Latest Practicable Immediately following
Date Admission
As a As a
percentage of percentage of
No. of total Ordinary No. of total Ordinary
Ordinary Shares in Ordinary Shares in
Name Shares issue Shares issue

Ambrosie Bryant Chukwueloka Orjiako(1) . . . . . . 84,736,913 21.18 84,736,913 15.60

Ojunekwu Augustine Avuru(2) . . . . . . . . . . . . . . 73,297,011 18.32 73,297,011 13.49
(4) (4)
William Stuart Connal . . . . . . . . . . . . . . . . . . . . 1 1
(4) (4)
Roger Thompson Brown . . . . . . . . . . . . . . . . . . 1 1
Michel Hochard . . . . . . . . . . . . . . . . . . . . . . . . — — — —
Macaulay Agbada Ofurhie(3) . . . . . . . . . . . . . . . 4,806,373 1.20 4,806,373 0.88
Michael Richard Alexander . . . . . . . . . . . . . . . . — — — —
(4)
Charles Okeahalam . . . . . . . . . . . . . . . . . . . . . . 400,000 0.10 400,000
(4)
Basil Omiyi . . . . . . . . . . . . . . . . . . . . . . . . . . . 400,000 0.10 400,000
Lord Mark Malloch-Brown . . . . . . . . . . . . . . . . — — — —
Ifueko Omoigui-Okauru . . . . . . . . . . . . . . . . . . — — — —
(4) (4)
N. Edward Skene . . . . . . . . . . . . . . . . . . . . . . . 1 1
(4) (4)
Dr. Chioma Nwachuku . . . . . . . . . . . . . . . . . . . 1 1
(4) (4)
Isaiah Adesola Odeleye . . . . . . . . . . . . . . . . . . . 1 1
(4) (4)
Bryte Oghenovo Oghor . . . . . . . . . . . . . . . . . . . 1 1
(4) (4)
Moses Johnson Onuwe . . . . . . . . . . . . . . . . . . . 1 1
Mason Oghenejobo . . . . . . . . . . . . . . . . . . . . . . — — — —
(4) (4)
Fidel Onichabor . . . . . . . . . . . . . . . . . . . . . . . . 1 1
(4) (4)
Fausta Alakwe . . . . . . . . . . . . . . . . . . . . . . . . . 1 1
(4) (4)
Ganiyu Bolaji . . . . . . . . . . . . . . . . . . . . . . . . . . 1 1
(4) (4)
Yusuf Audu . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 1
(4) (4)
Charles Akhigbe . . . . . . . . . . . . . . . . . . . . . . . . 1 1
Olubusola Ogunbanwo . . . . . . . . . . . . . . . . . . . — — — —
(4) (4)
Okechukwu Mba . . . . . . . . . . . . . . . . . . . . . . . 1 1
(4) (4)
Joe Ebinum . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 1
(4) (4)
Kikelomo Asuelime . . . . . . . . . . . . . . . . . . . . . 1 1
Afolabi Foloruso Abiodun . . . . . . . . . . . . . . . . . — — — —
Jonah Amedu . . . . . . . . . . . . . . . . . . . . . . . . . . — — — —

Notes:
(1) 72,036,912 Ordinary Shares are held by Shebah Petroleum Development Company Limited, which is an entity controlled by
A.B.C. Orjiako and members of his family, and 12,700,000 Ordinary Shares are held directly by Mr. Orjiako’s siblings. In
addition, 13,506,800 Ordinary Shares, representing approximately 3.38 per cent. of the Ordinary Shares (as at the Latest
Practicable Date), are held by Vazon Investments Limited (7,366,800 Ordinary Shares) and Hautguard Limited (6,140,000
Ordinary Shares). Both Vazon Investments Limited and Hautguard Limited are controlled by individuals who are also
shareholders in Shebah Exploration and Production Company Limited, an entity controlled by A.B.C. Orjiako.

(2) 19,200,000 Ordinary Shares are held by Professional Support Limited and 1,920,000 Ordinary Shares are held by Abtrust
Integrated Services Limited, each of which is an entity controlled by Austin Avuru. 44,160,000 Ordinary Shares are held by
Platform Petroleum Limited, an entity in which Mr. Avuru holds 23.28 per cent. of the issued share capital.

(3) Macaulay Agbada Ofurhie also owns 7.28 per cent. of Platform Petroleum Limited, an entity which holds 44,160,000 Ordinary
Shares (approximately 11.04 per cent. as at the Latest Practicable Date).

(4) Denotes a shareholding of less than 0.10 per cent.

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The interests of the Directors and the Senior Management and their connected persons together
represented approximately 40.91 per cent. of the issued share capital of the Company, as at the Latest
Practicable Date, and are expected to represent approximately 30.12 per cent. immediately following
Admission (assuming that the Over-allotment Option is not exercised).
7.1.3 As at the Latest Practicable Date, there were no outstanding loans granted by the Company to any
Director or member of Senior Management, nor by any Director or member of Senior Management to the
Company, nor was any guarantee which had been provided by the Company for the benefit of any Director
or member of Senior Management, or by any Director or member of Senior Management for the benefit
of the Company, outstanding.

7.2 Directors’ Remuneration and Emoluments

7.2.1 Chairman
Service agreement
Consistent with the recommendations of the Nigerian Code of Corporate Governance and the UK
Corporate Governance Code, with effect from 1 January 2014, A.B.C. Orjiako has assumed the role of
non-executive Chairman. The letter of appointment from the Company to the Chairman outlining the
terms of his appointment with effect from 1 January 2014 states that his appointment shall be for an initial
term of three years or, if earlier, until the conclusion of the Company’s annual general meeting in 2017,
unless terminated earlier by either party on giving the other not less than 12 months’ prior written notice.
It is expected that the Chairman will serve two three-year terms, but may be invited by the Board to serve
for an additional period.
The fees payable to A.B.C. Orjiako as non-executive Chairman and as chairman of the Nomination and
Establishment Committee for 2014 are as follows:

Basic fee Additional fee Total Fees

Name (£) (£) Details (£)

A.B.C. Orjiako . . . 550,000 30,000 Chairman and Nomination and Establishment 580,000
Committee Chair
The service agreement also provides for an annual fee of £20,000 per committee for service on any other
committee, as well as benefits in kind including maintenance of primary residence and security services up
to an agreed amount and consistent with prior years.
The Chairman will also participate in the Company’s Global Offer Bonus plan (described at section
7.2.2(g) of this Part XVII below) and will receive an award of Ordinary Shares with an aggregate value
equal to 300 per cent. of his 2013 salary which will be subject to similar terms and performance conditions
as those of the Executive Directors.

Consultancy agreement
The Company has also entered into a consultancy agreement with Shebah (an entity controlled by A.B.C.
Orjiako and through which he provides personal services) pursuant to which A.B.C. Orjiako, through
Shebah, has agreed to provide external affairs consultancy services to the Group, including in relation to:
• external relations management, including leading SEPLAT’s: (i) high-level government and societal
relations; and (ii) relations with Nigerian and overseas banks/financial institutions;
• new business acquisitions, including, without limitation: (i) identification and analysis of new business
acquisitions and opportunities; (ii) oversight of the acquisition/bidding process and negotiation of the
terms of new acquisitions; (iii) implementation and integration of new acquisitions; and (iv) assisting
with managing relationships with banks and raising acquisition funding; and
• corporate social responsibility, working together with the CSR Committee to supervise the continuous
update and formulation of the Group’s corporate social responsibility policy and programs.
The agreement is for an initial term of four years with effect from 1 January 2014 and continues thereafter
until terminated by either party on not less than 12 months’ notice. Prior to the expiry of the initial four-
year term, the parties shall discuss the renewal of the agreement for a further four-year term. The annual
retainer fee of £895,000 is paid monthly by the Company together with travel, accommodation and security
expenses incurred by A.B.C. Orjiako in connection with the services he provides under this agreement. In

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accordance with the Group’s corporate governance policies (including its conflicts of interest and related
party transactions policies), this agreement was considered by the Remuneration Committee and was
approved by the Board.
7.2.2 Executive Directors
(a) Summary of remuneration and benefits
The remuneration (including salary, other benefits and any contingent deferred compensation granted)
payable by the Group to the Executive Directors of the Company for services in all capabilities to the
Group for the financial year ended 31 December 2013 is set out below.
Discretionary
Base Bonus (£) or Benefits Pension Other
salary or other in kind contributions remuneration 2013 Total
Name Position fees (£) payments (£) (£) (£) (£)

A.B.C. Orjiako(1) . . Chairman 614,251 661,548 197,388 0 0 1,473,187

Austin Avuru . . . . CEO 537,469 564,343 143,763 58,260 0 1,303,835
Stuart Connal . . . COO 450,000 300,737 79,987 39,826 0 870,550
Roger Brown . . . . CFO 199,597 199,597(2) 0 28,100 121,080(3) 520,273

(1) In anticipation of listing and consistent with the recommendations set out in the Codes, A.B.C. Orjiako transitioned to being a
non-executive director, with effect from 1 January 2014.
(2) As part of his recruitment, Roger Brown was entitled to a bonus of 100 per cent. of initial salary (£450,000) which would be paid
on the first anniversary of the commencement of his appointment (22 August 2013). The pro-rated amount attributable to the
financial year ended 31 December 2013 is included above.
(3) Other remuneration relates to the terms of a fixed cash payment agreed with Roger Brown relating to the value of share awards
foregone from his previous employer.

(b) Summary of Service Contracts

A summary of the service contracts of the Executive Directors is set out below:
Notice by Notice by
Name the Company Executive Director

Austin Avuru . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 months 12 months

Stuart Connal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 months 12 months
Roger Brown . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 months 12 months
The Company may also terminate the appointment with immediate effect if the Executive Director: (i) is
disqualified from acting as a director under the articles of association of the Company and/or applicable
law or resigns as a director from the Company without the prior written approval of the Board; (ii) is guilty
of a serious breach of the rules or regulations as amended from time to time of the UK Listing Authority
(including the Model Code), the FCA or any regulatory authorities relevant to any Group company or any
code of practice issued by the Company; (iii) fails or ceases to meet the requirements of any regulatory
body whose consent is required to enable him to undertake all or any of his duties under the appointment
or is guilty of a serious breach of the rules and regulations of such regulatory body or of any compliance
manual of the Group; (iv) is in breach of the Company’s anti-corruption and bribery policy and related
procedures; (v) is guilty of any gross misconduct affecting the business of any Group company;
(vi) commits any serious or repeated breach or non-observance of any of the provisions of the service
contract or refuses or neglects to comply with any reasonable and lawful directions of the Board; (vii) is, in
the reasonable opinion of the Board, negligent and incompetent in the performance of his duties; (viii) is
declared bankrupt or makes any arrangement with or for the benefit of his creditors; (ix) is convicted of
any criminal offence (other than an offence under any road traffic legislation in the United Kingdom or
elsewhere for which a fine or non-custodial penalty is imposed) or any offence under any regulation or
legislation relating to insider dealing; (x) becomes of unsound mind or a patient under any statute relating
to mental health; (xi) ceases to be eligible to work in the United Kingdom and/or Nigeria; (xii) is guilty of
any fraud or dishonesty or acts in any manner which in the opinion of the Board brings or is likely to bring
the Executive Director or the Company into disrepute or is materially adverse to the interests of the
Company; (xiii) is guilty of a serious breach of any rules issued by the Company from time to time
regarding its electronic communications systems; or (xiv) is unable by reason of incapacity to perform his
duties under the service contract for an aggregate period of 26 weeks in any 52-week period.
Roger Brown’s service contract contains a payment in lieu of notice provision. The service contracts for the
Executive Directors contain a provision enabling the Company to put the Executive Director on garden

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leave for the whole or part of the remainder of the appointment at any time after notice to terminate the
service contract has been given by the Executive Director or the Company or the Executive Director has
resigned without giving due notice.

(c) Remuneration Strategy and Aim

Overall Aim
The aim of the Company’s remuneration policy for its Executive Directors is to provide a reward
framework which ensures that key value drivers are appropriately attracted, retained and motivated and
which is fit for purpose in the markets in which the Company operates and where it and its peer group are
listed.

Remuneration Strategy
The Company’s remuneration strategy for its Executive Directors is to provide a remuneration package
which rewards them fairly and responsibly for their contributions and aims to deliver superior
remuneration for superior performance. It is essential that the remuneration package for an Executive
Director incorporates appropriate compensation for the business and economic issues faced in the
discharge of duties which come as a natural consequence of operating in the Company’s environment.
The Executive Directors’ total reward package will consist of elements such as base salary, annual
performance bonuses, long-term incentives, pension contributions and other benefits as set out below.
The Remuneration Committee will review on an annual basis whether its remuneration policy remains
appropriate for the relevant financial year. Factors taken into account by the Remuneration Committee
will include:
• business strategy over the period;
• overall corporate performance;
• the geographic and economic challenges facing a company operating in Nigeria;
• market conditions affecting the Company;
• the recruitment market;
• changing practice in the international and Nigerian markets; and
• changing views of institutional shareholders and their representative bodies.
The Remuneration Committee obtains, and will continue to obtain, professional advice from an
internationally recognised remuneration consultant when designing and structuring remuneration policy
and packages.

(d) Base Salary

The Remuneration Committee’s policy is to provide a base salary relative to an appropriate benchmark,
considering organisations of broadly similar size and complexity in the exploration and production sector
on appointment to the Board.
Any subsequent salary increases will take into account factors such as:
• the levels of base salary for similar positions with comparable status, responsibility and skills in
organisations of broadly similar size and complexity in the UK and international exploration and
production sector;
• inflation/cost of living in jurisdictions where Executive Directors reside;
• the performance of the Executive Director; and
• pay and conditions throughout the Company.

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Base salaries for the Executive Directors for 2014 are as follows:
Name Position Base salary (£)

Austin Avuru . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . CEO 625,000

Stuart Connal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . COO 475,000
Roger Brown . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . CFO 475,000
Salaries will be reviewed on an annual basis and implemented from 1 January in the relevant year.

(e) Annual Bonus

Executive Directors will participate in an annual bonus arrangement which focuses on the delivery of the
short-term business/strategic objectives across the following key areas:
• strategic and individual milestones;
• production and operational efficiency;
• financial management and performance;
• health and safety; and
• corporate governance alignment with UK practice.
These targets will be approved and assessed by the Remuneration Committee each year.
25 per cent. of any bonus payment will be deferred into Ordinary Shares for three years for Executive
Directors under the terms of the Long-Term Incentive Plan (‘‘LTIP’’) as set out below. The maximum
annual bonus which could be earned in 2014 by an Executive Director is 150 per cent. of salary.
Maximum bonus pay-outs will only be earned by Executive Directors for achieving exceptional levels of
annual performance.

(f) Long-Term Incentives

The Remuneration Committee believes that a key component of the remuneration package is the
provision of equity. Equity awards will be granted to the Executive Directors principally through the LTIP.

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The LTIP was adopted by the Board on 12 March 2014 and a summary of the LTIP is set out below. The
key terms of the LTIP are also set out in section 7.6 of this Part XVII below.

Terms Detail

Overview • Annual grant of awards which give the participant a right to receive shares
in the future subject to continued employment and achievement of
performance conditions.
• One-third of vested shares must then be retained for a holding period as
set out below.
Award levels • Maximum annual LTIP Award of 250 per cent. of base salary (excluding
Global Offer Bonus awards).
• 2014 CEO award of 200 per cent. of base salary.
• 2014 CFO and COO award of 150 per cent. of base salary.
Performance conditions • 100 per cent. of awards are subject to a relative Total Shareholder Return
condition against a peer group of UK-listed exploration and production
companies.
• 50 per cent. of awards are subject to a 2P total hydrocarbon reserve growth
underpin target.
• Additionally, for the 2014 annual LTIP Award, vesting is conditional on a
listing on the London Stock Exchange.
Holding period • 2/3 of vested annual LTIP Awards released immediately after three years.
• ‘‘Holding period’’ of two years following vesting for the remaining 1/3 of
annual LTIP Awards restricting the sale of these shares. The awards
remain subject to the continued operation of the malus clause (see below)
although they are no longer subject to forfeiture through cessation of
employment.
Malus and clawback • Malus can be enacted at any point prior to vesting in exceptional
circumstances. This would enable the Remuneration Committee to reduce
the number of shares which vest (including to nil).
• Clawback can be enacted after vesting has occurred in exceptional
circumstances. This would enable the Remuneration Committee to require
the participant to transfer all or some the value of vested awards by way of
reducing the value of any future bonus, the vesting of any subsisting/future
awards or requiring the participant to make a cash payment.
• Such exceptional circumstances may include a material misstatement in the
published results of the Group, gross misconduct on the part of the
participant or where, as a result of an appropriate review of accountability,
the Remuneration Committee determines that the participant has caused
wholly or in part a material loss for the Group as a result of:
(i) reckless, negligent or wilful actions; or
(ii) inappropriate values or behaviour.
Cessation of • Good leavers’ LTIP awards will not lapse automatically.
employment • Vesting is based on pro-rating for time and performance achieved at the
discretion of the Remuneration Committee. Any payment in lieu of notice
in excess of 12 months’ salary (in accordance with the individual’s service
contract) will be offset against the value of vesting for a good leaver. Good
leaver provisions can include retirement, ill-health, death or other reasons
at the discretion of the Remuneration Committee.
• All other leavers’ LTIP Awards will lapse in full.
Change of control Shares vest at the discretion of the Remuneration Committee which will take
into account time elapsed from award and performance against targets at date
of change of control.

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(g) Global Offer Bonus
Under the terms of the LTIP, the Company also operates a Global Offer Bonus plan which rewards
contribution in the period leading up to the Global Offer. The Remuneration Committee approved the
awards prior to listing to enable retention of the Executive Directors and senior management in the two
years post-Global Offer but contingent on a successful listing. The key features of this arrangement are as
follows:
• Awards will be granted in Ordinary Shares to Executive Directors and the Chairman with a value of
up to 300 per cent. of base salary:
• A.B.C. Orjiako—300 per cent. of 2013 salary
• Austin Avuru and Stuart Connal—300 per cent. of 2013 salary
• Roger Brown—250 per cent. of 2013 salary
• The Company’s share price must not fall below the 30-day post-Global Offer level as compared to the
30-day average share price before vesting on the first and second anniversaries of awards and total
production for 30 days post-Global Offer must increase by at least 10 per cent. per annum on a
compounded basis compared with 30-day total production before vesting on the first and second
anniversaries of awards; and
• For Executive Directors, 50 per cent. of awards vest on the first anniversary of the Global Offer with
the remainder vesting on the second anniversary depending on the satisfaction of these performance
conditions.

(h) Buy-out awards

When recruiting an Executive Director or a member of senior management, the Company will seek to
structure any buy-out awards such that overall they are no more generous in terms of quantum or vesting
timeframe than the awards due to be forfeited by the individual upon leaving their previous employer.
Any previous outstanding share awards which the individual holds will be valued using a recognised
valuation methodology and the equivalent fair value will be awarded in shares, cash or a combination of
cash and shares. A buy-out award was granted to Roger Brown on recruitment which was equivalent in
value to approximately 150 per cent. of his 2013 base salary and related share awards foregone on joining
the Company. The payment is being made in six cash installments over a three-year period ending in 2016.

(i) Shareholding guidelines

The Remuneration Committee will establish formal shareholding guidelines that will encourage the
Executive Directors to build up a significant shareholding in the Company according to a predetermined
requirement. Adherence to these guidelines is a condition of continued participation in the long-term
incentive arrangements. This policy ensures that the interests of Executive Directors and those of
shareholders are closely aligned.

(j) Additional benefits

In addition to base salary, annual bonus and the long-term incentives, the Company, where appropriate,
will also provide pension contributions of up to 20 per cent. of salary and other benefits in line with typical
practice in the local market in which individuals reside.

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7.2.3 Non-Executive Directors
(a) Overview
There are seven Non-Executive Directors as follows:
Appointment
Name Title date

Michael Alexander . . . . . . . . . . . . . Senior Independent Non-Executive Director 1 June 2013

Michel Hochard . . . . . . . . . . . . . . . Non-Executive Director 14 December 2009
Macaulay Ofurhie . . . . . . . . . . . . . . Non-Executive Director 14 December 2009
Basil Omiyi . . . . . . . . . . . . . . . . . . Independent Non-Executive Director 1 March 2013
Ifueko Omoigui-Okauru . . . . . . . . . Independent Non-Executive Director 1 March 2013
Charles Okeahalam . . . . . . . . . . . . Independent Non-Executive Director 1 March 2013
Lord Mark Malloch-Brown . . . . . . . Independent Non-Executive Director 1 February 2014

Each Non-Executive Director is expected to serve an initial term of two years after his appointment
commences or, if later, until the conclusion of the Company’s annual general meeting in 2015 (unless
terminated earlier by either party on not less than six months’ notice).
The Company may terminate the appointment under each letter of appointment if a Non-Executive
Director has committed any serious or repeated breach or non-observance of his obligations to the
Company. In order for the Company to remove a director, it would also need to comply with the
requirements of Section 262 of CAMA which sets out the procedure and formalities for the removal of a
director.

(b) Remuneration
The Board as a whole is responsible for setting the remuneration of the Non-Executive Directors, other
than the Chairman whose remuneration is determined by the Remuneration Committee and
recommended to the Board.
Fee levels are reviewed annually and reflect market conditions and the complex nature of the Company’s
business and geographic environment and are intended to be sufficient to attract individuals with
appropriate knowledge and experience.
Non-Executive Directors are paid a base fee of £100,000 and additional fees for chairmanship (£30,000)
and membership (£20,000) of committees (however there is no fee for chairmanship or membership of the
Audit Committee). The Senior Independent Non-Executive Director is paid an additional fee of £150,000.

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Fees may also be paid for additional time spent on the Company’s business outside of the normal duties.
Fees for 2014 are as follows:
Name Basic fee (£) Additional fees (£) Details Total Fees (£)

Michael Alexander . . . . . . . . . . 100,000 220,000 Senior Independent 320,000

Director, Remuneration
Committee Chair,
Finance and
Nominations Committee
member
Basil Omiyi . . . . . . . . . . . . . . . 100,000 70,000 Risk and Health & 170,000
Safety Committee
Chair, Remuneration
and Nominations
Committee member
Charles Okeahalam . . . . . . . . . 100,000 50,000 Finance Committee 150,000
Chair, Remuneration
and Audit Committee
member
Ifueko Imoigui-Okauru . . . . . . . 100,000 40,000 Finance, Audit and Risk 140,000
and Health & Safety
Committee member
Michel Hochard . . . . . . . . . . . . 100,000 — n/a 100,000
Macaulay Ofurhie . . . . . . . . . . 100,000 — n/a 100,000
Lord Mark Malloch-Brown . . . . 100,000 50,000 Corporate Social 150,000
Responsibility
Committee Chair,
Finance Committee
member
All Non-Executive Directors who have served on the Board for at least nine months as at the date of the
Global Offer are eligible to subscribe for Ordinary Shares with an equivalent value of £200,000 (based on
the Offer Price) at the nominal value of an Ordinary Share based on the Global Offer share price.
In order to ensure consistency with the structure of the Global Offer bonuses awarded to the Executive
Directors, there will be a restriction on the sale of Ordinary Shares so that 50 per cent. of the Ordinary
Shares cannot be sold until the first anniversary of the Global Offer and the remaining 50 per cent. cannot
be sold until the second anniversary of the Global Offer.
On subscription, the Non-Executive Directors will hold the legal and beneficial ownership of the Ordinary
Shares. They will be liable for their own tax issues, if any, arising from the subscription.
The Non-Executive Directors are otherwise not entitled to participate in the Company’s executive
remuneration programmes or pension arrangements.
7.2.4 Indemnification of directors and officers
The Company’s memorandum and articles of association provide that, to the extent permitted by law,
every director, officer, manager, company secretary and auditor shall be indemnified out of the funds of
the Company against all liabilities incurred by him in the execution and discharge of the duties of his
office.
In addition, the Company has obtained directors’ and officers’ insurance for the benefit of itself as well as
for past, present and future directors, officers and certain employees of the Company acting in a
managerial, supervisory or legal capacity, providing coverage for damages, judgments, defence and other
costs, penalties, fines and settlement amounts incurred by such director, officer or covered employee in
connection with: (a) any alleged or actual negligence, default, breach of duty, breach of statutory duty,
breach of trust or warranty of authority, misstatement, misleading statement or other wrong acts or
omissions of such director, officer or covered employee; and (b) any claim, action or proceeding, including

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civil penalties assessed under the US Foreign Corrupt Practices Act of 1977 and claims brought under the
UK Financial Services and Markets Act 2000 and the US Securities Act and the US Securities Exchange
Act, in the case of (a) and (b), while acting in their respective capacities on behalf of the Company, other
than certain excluded liabilities, including to the extent that such an indemnity is not permitted by law.

7.3 Major shareholders

7.3.1 Other than the interests of the Directors and members of the Senior Management disclosed in
section 7.1.2 of this Part XVII above, in so far as the Directors are aware, the following persons as at the
Latest Practicable Date were interested, and will immediately following Admission be interested (assuming
that the Over-allotment Option is not exercised), in 3 per cent. or more of the Company’s issued share
capital:
As at the
Latest Practicable Immediately following
Date Admission
As a As a
percentage of percentage of
No. of total Ordinary No. of total Ordinary
Ordinary Shares in Ordinary Shares in
Name Shares issue Shares issue

MPI S.A. . . . . . . . . . . . . . . . . . . . . . ... 120,400,000 30.10 120,400,000 22.16

Mercuria Capital Partners Limited . . . . ... 24,000,000 6.00 24,000,000 4.42
Quantum Power International Holdings
Limited(1) . . . . . . . . . . . . . . . . . . . . ... 19,600,000 4.90 19,600,000 3.61
Quantum Capital Partners Fund I LP(1) ... 19,996,000 4.99 19,996,000 3.68
The Blakeney Group . . . . . . . . . . . . . ... 16,000,000 4.00 16,000,000 2.95
Note:
(1) Quantum Capital Partners Fund I LP and Quantum Power International Holdings Limited are separate organisations and are
not related parties. The use of ‘‘Quantum’’ in the name of each entity is coincidental.

7.3.2 Save as disclosed above, the Company and the Directors are not aware of any person who directly
or indirectly, jointly or severally, exercises or could exercise control over the Company.
7.3.3 The Company and the Directors are not aware of any arrangements the operation of which may at
a subsequent date result in a change in control of the Company.
7.3.4 The persons referred to in section 7.3.1 of this Part XVII above do not have voting rights in respect
of the share capital of the Company (issued or to be issued) which differ from those of any other
shareholder of the Company.

7.4 Other interests

7.4.1 During the five years preceding the date of this Prospectus the Directors and members of Senior
Management have been directors or partners of the following companies and partnerships (excluding the
Company and any funds managed or advised by the Company):

Directors
Name Current Former
Ambrosie Bryant Chukwueloka Abbeycourt Energy BVI Limited, Etablissements Maurel et Prom
Orjiako . . . . . . . . . . . . . . . . . . . . Abbeycourt Trading BVI Limited,
Allenne Limited, Barrassie Holdings
Limited, Berwick Nigeria Limited,
Helko Marine Services Limited,
Helko Nigeria Limited, MPI,
Neimeth International
Pharmaceuticals Plc, Neville
Investment Management Limited,
Ordrec Holdings Limited, Plumage
Management Limited, Quantum
Power Limited, Rook Investments
Limited, Shebah Exploration and
Production Company Limited and
Zebbra Energy Limited

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Name Current Former
Ojunekwu Augustine Avuru . . . . . . Platform Petroleum Limited, —
Platform Petroleum BVI Limited,
Professional Support Limited and
MPI
William Stuart Connal . . . . . . . . . . — Centrica Resources Nigeria Limited
Roger Thompson Brown . . . . . . . . — —
Michel Hochard . . . . . . . . . . . . . . MPI S.A., SCI Hochard, Maurel & —
Prom Iraq, Maurel & Prom—
Assistance Technique
International S.A, Quartier General,
Maurel & Prom Gabon, MPNATI,
Newton Energy Limited, Maurel &
Prom Exploration Production
Tanzania Ltd, Cardinal and
Maurel & Prom Tanzania Ltd
Macaulay Agbada Ofurhie . . . . . . . Afren Energy Resources Limited, Income Electrix Limited and Kaego/
Shebah Exploration and Production Virile JV
Company Limited and Virile
Petroleum Limited
Michael Richard Alexander . . . . . . Costain Group Plc, Lexican TGE Holdings GmbH, ATOC
Limited, Lexican Associates Limited and Russian Platinum Plc
Limited, Payments Council Limited
and Sandbourne Management
Company Limited
Lord Mark Malloch-Brown . . . . . . Marlborough College (Overseas) The Save the Children Alliance
Limited, Thomson Reuters Founders Trading Limited
Share Company, Shell Foundation,
The Children’s Investment Fund
Foundation (UK), FTI
Consulting LLP, St. Leonards
Partners, Open Society Foundation,
South West Energy, DPI Advisory
Board, GADCO and Kerogen
Charles Okeahalam . . . . . . . . . . . AGH Group and African Union African Monitor NGO, Re-Action
Foundation Health Limited, BGL Nigeria
Limited, Société Generale Bank
Nigeria Limited (Heritage Bank)
and University of Cape Town
Basil Omiyi . . . . . . . . . . . . . . . . . Greenacres Energy Limited, Shell Pension Fund Administrators
Newton Energy Limited, Michael Limited and Shell Petroleum
Phillips Nigeria Limited, RIV-TAF Development Company Limited
Nigeria Limited and TAF Nigeria
Limited
Ifueko Omoigui-Okauru . . . . . . . . Central Securities Clearing Federal Inland Revenue Service and
System Plc, Compliance Joint Tax Board, Nigeria
Professionals Plc, DAGOMO
Foundation, Diamond Bank Plc,
ReStraL Ltd and Nigeria
Breweries Plc and Women in
Management, Business and Public
Service

Senior Management
Norman Edward Skene . . . . . . . . . — —
Dr. Chioma Nwachuku . . . . . . . . . — Zain Telecommunications
Isaiah Odeleye . . . . . . . . . . . . . . . — Thompson Okpoko & Partners
Bryte Oghor . . . . . . . . . . . . . . . . — Addax Petroleum Development
Nigeria Limited
Moses Onuwe . . . . . . . . . . . . . . . — —

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Name Current Former
Mason Oghenejobo . . . . . . . . . . . Right Child Marine Limited, Igbunu Shell Nigeria Gas Limited
Energy Limited and Better Than
Gold Institute
Fidelis Onichabor . . . . . . . . . . . . . — Sahara Energy Field Limited
Faustinus Alakwe . . . . . . . . . . . . . Ace Alliance Farms Limited, Ace —
Alliance Trading and Development
Company Limited, Atlantic Knights
Limited, Olsif Properties Limited,
Shebah Exploration and Production
Company Limited, Transcore
Geosciences Limited and Questor
Alliance and Investment Company
Limited
Ganiyu Bolaji . . . . . . . . . . . . . . . Rainbow Industries Limited —
Yusuf Audu . . . . . . . . . . . . . . . . . Dynasmart Resources Limited and —
Neo Construction Works Limited
Charles Akhigbe . . . . . . . . . . . . . Atlantique Marine and Engineering Atlantic Fluids and Integrated
Services Limited Services Limited
Olubusola Ogunbanwo . . . . . . . . . — —
Okechukwu Mba . . . . . . . . . . . . . — —
Taiye Eyewuoma . . . . . . . . . . . . . — —
Joe Ebinum . . . . . . . . . . . . . . . . . Prime Innovation Institute of —
Technology and Utagba Uno
Vocational Enterprises
Kikelomo Asuelime . . . . . . . . . . . — Aerocontractors Company of
Nigeria and Sahara Group Limited
Afolabi Folorunso Abiodun . . . . . . — —
Jonah Amedu . . . . . . . . . . . . . . . Jonire Petroleum Services Limited —
7.4.2 As at the date of this Prospectus none of the Directors or members of Senior Management has at
any time within the last five years:
(a) any convictions in relation to fraudulent offences; or
(b) been adjudged bankrupt or been the subject of any form of individual voluntary arrangement; or
(c) been a director of a company at the time of, or within the 12 months preceding the date of, its
receivership, compulsory liquidation, creditors’ voluntary liquidation, administration, company
voluntary arrangement or composition or arrangement with its creditors generally or any class of
creditors; or
(d) been a partner in a partnership at the time of, or within the 12 months preceding the date of, its
compulsory liquidation, administration or partnership voluntary arrangement; or
(e) owned any asset which has been placed in receivership or been a partner of any partnership at the
time at which, or within the 12 months preceding the date on which, any asset of that partnership
has been placed in receivership; or
(f) been subject to any public criticism by any statutory or regulatory authority (including a designated
professional body); or
(g) been disqualified by a court from acting as a director of a company or from acting in the
management or conduct of the affairs of any company.
7.4.3 Except as set out below, none of the Directors nor any of the Senior Management has any
potential conflicts of interest between his/her duties to the Company and his/her private interests or other
duties and there are no arrangements or understandings with major shareholders, customers, suppliers or
others pursuant to which any person was selected as a member of the administrative, management or
supervisory bodies or as a member of Senior Management. A.B.C. Orjiako, Austin Avuru and Michel
Hochard are all directors of MPI, which is a significant shareholder in the Company. A.B.C. Orjiako is also
a director of Shebah, which is a significant shareholder in the Company. Austin Avuru is also a director of

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Platform Petroleum Limited. Michel Hochard (a director of the Company) is chief financial officer of
Etablissements Maurel et Prom and a director of Cardinal.
7.5 Senior Management
The aggregate remuneration paid and benefits in kind granted to Senior Management by the Company for
the financial year ended 31 December 2013 was US$16,021,220.
7.6 Share plans and employee incentive schemes
Following Admission, the Company intends to operate a discretionary executive share plan in the form of
the LTIP as adopted on 12 March 2014. It is intended that any deferred shares awarded under the Annual
Bonus framework and the Global Offer Bonus awards will also be granted under the terms of this LTIP.
A reference in this section 7.6 to the Board includes any designated committee of the Board.
The principal features of the LTIP are summarised below.
(a) Status
Under the LTIP, the Board may, within certain limits and subject to any applicable performance
conditions, grant to eligible employees, under the annual LTIP cycle, deferred bonus awards or Global
Offer Bonus awards, which may take the form of (i) nil cost options over Ordinary Shares (‘‘LTIP
Options’’) and/or (ii) conditional awards (i.e. a conditional right to acquire Ordinary Shares) (‘‘LTIP
Conditional Awards’’) and/or (iii) Ordinary Shares which are subject to restrictions and the risk of forfeiture
(‘‘LTIP Restricted Shares’’ and, together with LTIP Options and LTIP Conditional Awards, ‘‘LTIP
Awards’’).
No payment is required for the grant of an LTIP Award.
(b) Eligibility
All employees (including Executive Directors) are eligible for selection to participate in the LTIP at the
discretion of the Board.
(c) Limits
In any period of 10 calendar years, not more than 10 per cent. of the Company’s issued ordinary share
capital may be issued under the LTIP and under any other employees’ share scheme adopted by the
Company.
In addition, the rules of the LTIP provide that, in any period of 10 calendar years, not more than 5 per
cent. of the Company’s issued ordinary share capital may be issued under the LTIP and under any other
executive share scheme adopted by the Company. Global Offer Bonus awards will be excluded from this
limit given the wide level of participation.
Ordinary Shares issued out of treasury under the LTIP will count towards these limits for so long as this is
required under institutional shareholder guidelines. Ordinary Shares issued or to be issued pursuant to
awards granted before the Company was listed on the London Stock Exchange will not count towards
these limits.
(d) Grant of LTIP Awards
The Board may grant annual LTIP Awards to eligible employees with a maximum total market value in any
financial year of up to 250 per cent. of the relevant individual’s annual base salary (exclusive of deferred
annual bonus awards). In the financial year of the Global Offer, the maximum aggregate market value of
LTIP Awards will not exceed 500 per cent. of annual base salary (being a 200 per cent. annual LTIP award
and a 300 per cent. Global Offer Bonus award). The maximum aggregate market value of deferred annual
bonus awards will not exceed 100 per cent. of an eligible employee’s annual bonus.
LTIP Awards may be granted during the 42 days beginning on: (i) the adoption date of the plan; (ii) the
date of the Global Offer; (iii) the day after the announcement of the Company’s results for any period;
(iv) any day on which the Board determines that circumstances justify the making of the LTIP Award at
that time; or (v) the day after the lifting of any dealing restrictions.
However, no LTIP Awards may be granted more than 10 years after the date when the LTIP was adopted.
LTIP Awards are not transferable other than to the participant’s personal representatives in the event of
their death. The benefits received under the LTIP are not pensionable.

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(e) Holding period
At its discretion, the Board may grant LTIP Awards subject to a holding period following vesting. During
this period, the sale of vested shared is restricted although there is no risk of forfeiture through cessation
of employment. After satisfaction of any such holding period, LTIP Awards will be released to the
participant and they may be sold.
(f) Performance and other conditions
The Board may impose performance conditions on the vesting of LTIP Awards. Any performance
conditions applying to LTIP Awards may be varied, substituted or waived if the Board considers it
appropriate, provided the Board considers that the new performance conditions are fair and reasonable
and are not materially less or more difficult to satisfy than the original conditions (except in the case of
waiver).
Where performance conditions are specified for LTIP Awards, the underlying measurement period for
such conditions will ordinarily be three financial years beginning on 1 January of the financial year in which
the LTIP Award is granted, although may be shorter in exceptional circumstances (for example, for Global
Offer Bonus awards—see section 7.2.2(g) of this Part XVII above). The performance conditions are set
out in section 7.2.2(g).
The Board may also impose other conditions on the vesting of LTIP Awards.
(g) Malus
The Board may decide, at any time prior to release, that the number of Ordinary Shares subject to an LTIP
Award shall be reduced in whole or in part on such basis that the Board in its discretion considers to be
fair, reasonable and proportionate where, in its opinion, there are exceptional circumstances. Such
exceptional circumstances may include, but are not limited to:
• material misstatement in the published results of the Group;
• discovery of an error in assessing any applicable performance condition;
• fraud or gross misconduct on the part of the LTIP Award holder; or
• the Board determining, as a result of an appropriate review of accountability, that the LTIP Award
holder has caused wholly or in part a material loss for the Group as a result of: (i) reckless, negligent
or wilful actions; or (ii) inappropriate values or behaviour.
(h) Clawback
The Board may, following the release of an LTIP Award, require the participant to transfer to the
Company some or all of the Ordinary Shares acquired following the release of an LTIP Award, reduce the
amount of any future annual bonus or the vesting of any subsisting or future LTIP Awards and/or require
the participant to make a cash payment in exceptional circumstances. Such exceptional circumstances may
include, but are not limited to:
• material misstatement in the published results of the Group;
• discovery of an error in assessing any applicable performance condition;
• fraud or gross misconduct on the part of the LTIP Award holder; or
• the Board determining, as a result of an appropriate review of accountability, that the LTIP Award
holder has caused wholly or in part a material loss for the Group as a result of (i) reckless, negligent
or wilful actions; or (ii) inappropriate values or behaviour.
(i) Vesting and exercise
LTIP Awards will normally vest, and LTIP Options will normally become exercisable, on the third
anniversary of the date of grant of the LTIP Award (although sale of LTIP Awards may still be subject to
the completion of any imposed holding period before being released to the participant) to the extent that
any applicable performance conditions have been satisfied and to the extent permitted under any
operation of malus or clawback. For the Global Offer Bonus awards, vesting will occur one and two years
post-Global Offer subject to satisfaction of specific performance targets as set out in section 7.2.2(g). LTIP
Options will normally remain exercisable until the tenth anniversary (or a shorter period at the discretion
of the Remuneration Committee) of the date of granting the LTIP Option.

245
(j) Cessation of employment
Except in certain circumstances, set out below, an unvested LTIP Award will lapse immediately upon a
participant ceasing to be employed by or holding office with the Group.
However, if a participant so ceases employment because of his death, ill health, injury, disability,
redundancy, retirement with the agreement of his employer, the participant being employed by a company
which ceases to be a Group company or being employed in an undertaking which is transferred to a person
that is not a Group company or in other circumstances at the discretion of the Board (each an ‘‘LTIP Good
Leaver Reason’’), his LTIP Award will ordinarily vest on the date when it would have vested and any retained
portion will remain subject to the holding period originally agreed. Vesting will be subject to the
satisfaction of any applicable performance conditions measured over the original performance period and
the operation of malus or clawback. In addition, unless the Board decides otherwise, vesting will be
pro-rated to reflect the reduced period of time between grant and the participant’s cessation of
employment as a proportion of the normal vesting period.
If a participant ceases to be a Group employee or Director for an LTIP Good Leaver Reason, the Board
can alternatively decide that his LTIP Award will vest on the date of cessation of employment rather than
on the scheduled vesting date. If a participant dies, a proportion of his LTIP Award will vest on the date of
his death (unless the Remuneration Committee decides, in exceptional circumstances, that his LTIP Award
will vest on the date when it would have vested if he had not died, in which case the normal vesting
provisions for leavers (above) will apply). The extent to which an LTIP Award will vest in these situations
will be determined by the Board at its absolute discretion taking into account, among other factors, the
period of time the LTIP Award has been held and the extent to which any applicable performance
conditions have been satisfied at the date of cessation of employment and the operation of malus or
clawback. In addition, unless the Board decides otherwise, vesting will be pro-rated to reflect the reduced
period of time between grant and the participant’s cessation of employment as a proportion of the normal
vesting period.
To the extent that LTIP Options vest for an LTIP Good Leaver Reason, they may be exercised during a
period of 6 months following vesting (or such longer period as the Board determines) and will otherwise
lapse at the end of that period. To the extent that LTIP Options vest following death of a participant, they
may be exercised during a period of 12 months following death and will otherwise lapse at the end of that
period. Any payment in lieu of notice in excess of 12 months’ salary (in accordance with the individual’s
service contract where applicable) will be offset against the value of vesting for a Good Leaver.
(k) Corporate events
In the event of a takeover, reconstruction, amalgamation or winding-up of the Company, the LTIP Awards
will vest on the date that this event occurs. The proportion of the LTIP Awards which vest shall be
determined by the Remuneration Committee taking into account, among other factors, the period of time
the LTIP Award has been held by the participant and the extent to which any applicable performance
conditions have been satisfied at that time.
To the extent that LTIP Options vest in the event of a takeover, winding-up or reconstruction or
amalgamation of the Company they may be exercised during a period of 6 months measured from the
relevant event (or in the case of takeover such longer period as the Remuneration Committee determines)
and will otherwise lapse at the end of that period.
In the event of a demerger, distribution or any other corporate event, the Remuneration Committee may
determine that LTIP Awards shall vest. The proportion of the LTIP Awards which vest shall be determined
by the Remuneration Committee taking into account, among other factors, the period of time the LTIP
Award has been held by the participant and the extent to which any applicable performance conditions
have been satisfied at that time. LTIP Options that vest in these circumstances may be exercised during
such period as the Remuneration Committee determines and will otherwise lapse at the end of that period.
To the extent that LTIP Options vest in accordance with the above provisions, they may be exercised during
a period of one month and will otherwise lapse at the end of that period. To the extent that a participant
already holds vested LTIP Options, they may be exercised during a period of one month from the relevant
event and will otherwise lapse at the end of that period.
If there is a corporate event resulting in a new person or company acquiring control of the Company, the
Remuneration Committee may (with the consent of the acquiring company) alternatively decide that LTIP

246
Awards will not vest or lapse but will be replaced by equivalent new awards over shares in the new
acquiring company.
(l) Variation of share capital
In the event of a variation of the Company’s share capital (for example, a rights/bonus issue), the number
of shares subject to an LTIP Award and the terms and conditions of the LTIP Award shall be adjusted in
such manner as the Board, where relevant, shall determine as being fair and reasonable.
(m) Amendments
Amendments to the rules of the LTIP may be made at the discretion of the Board. However, the provisions
governing eligibility requirements, equity dilution, share utilisation, individual participation limits and the
adjustments that may be made following a rights issue or any other variation of capital together with the
limitations on the number of shares that may be issued cannot be altered to the advantage of participants
without prior shareholder approval. This requirement does not apply to minor amendments to benefit the
administration of the LTIP, to take account of a change in legislation or to obtain or maintain favourable
tax, exchange control or regulatory treatment for participants or for the Company.

8. PENSIONS
The Executive Directors receive a pension contribution of up to 20 per cent. of their base salary. The
Company does not operate defined benefit pension arrangements. The total contributed by the Company
to pension, retirement or similar benefits in respect of the Directors and Senior Management in the year
ended 31 December 2013 was US$617,115.

9. RELATED PARTY TRANSACTIONS

Save for the related party transactions set out in note 26 to the financial statements contained in Part XII:
‘‘Financial Information on the Group’’ of this Prospectus and in sections 7.2.1, 10.6.2, 10.7.10 to 10.7.14,
10.7.17, 10.7.18 and 10.7.25 of this Part XVII below, there are no related party transactions that were
entered into during the period covered by such financial statements and during the period from 1 January
2014 to the Latest Practicable Date.

10. MATERIAL CONTRACTS

The following are the only contracts (not being contracts entered into in the ordinary course of business)
which have been entered into by the Company within two years immediately preceding the date of this
Prospectus or which are expected to be entered into on the date of this Prospectus and which are, or may
be, material or which have been entered into by the Company and which contain any provision under
which the Company has any obligation or entitlement which is, or may be, material to the Company as at
the date of this Prospectus:

10.1 International Underwriting Agreement

The Company, the Joint Bookrunners, the Chairman and the Executive Directors entered into the
International Underwriting Agreement on 9 April 2014. Pursuant to the International Underwriting
Agreement:
10.1.1 the Company has agreed, subject to certain conditions, to allot and issue, at the Offer Price, the
Ordinary Shares to be issued in connection with the International Offering;
10.1.2 the Joint Bookrunners have agreed, subject to certain conditions, to procure subscribers for (or to
the extent that subscribers fail to be procured, or to the extent such subscribers fail to subscribe for all of
the Ordinary Shares in connection with the International Offering, to severally and not jointly subscribe for
themselves in their agreed proportions) the Ordinary Shares offered pursuant to the International Offering
at the Offer Price;
10.1.3 the Offer Price was determined by negotiation between the Company and the Joint Bookrunners;
10.1.4 the Company has agreed that the Joint Bookrunners may deduct from the proceeds of the
International Offering aggregate fees and commissions of US$18,750,000 (assuming no exercise of the
Over-allotment Option). The Company may also pay the Joint Bookrunners, in its sole discretion, an
additional aggregate discretionary incentive fee of up to 1.25 per cent. of the gross proceeds from the

247
Global Offer (including from any Ordinary Shares sold pursuant to the Over-allotment Option), to be
apportioned among the Joint Bookrunners by the Company in its absolute discretion;
10.1.5 the obligations of the Joint Bookrunners to procure subscribers for, or, failing which, to subscribe
themselves, Ordinary Shares on the terms of the International Underwriting Agreement are subject to
certain conditions that are customary for an agreement of this nature. These conditions include, amongst
other things, delivery of customary comfort packages, the absence of a material adverse change in relation
to the Company and approval of various offering documents having been received. In addition the
obligations of the Joint Bookrunners are conditional upon the conditions precedent of the Nigerian
Vending Agreement being satisfied;
10.1.6 The Joint Global Coordinators (on behalf of the Joint Bookrunners) may terminate the
International Underwriting Agreement on the basis of their assessment of the state of the financial
markets and upon the occurrence of certain stated events, such as any breach of representation or warranty
under the International Underwriting Agreement or the application for Admission being refused. In
addition, the Joint Global Coordinators have the right to terminate the International Underwriting
Agreement, exercisable in certain circumstances prior to Admission;
10.1.7 Standard Bank (the ‘‘Stabilising Manager’’) has been granted an Over-allotment Option,
pursuant to which the Stabilising Manager may require the Company to make available additional
Ordinary Shares of up to 15 per cent. of the aggregate number of Ordinary Shares available in the
International Offering (before the exercise of the Over-allotment Option) at the Offer Price to cover
over-allotments, if any, made in connection with the International Offering. The Over-allotment Option
may be exercised, in whole or in part, at any time during the period from the commencement of
conditional dealings of Ordinary Shares on the London Stock Exchange and ending 30 calendar days
thereafter. Save as required by law, the Stabilising Manager does not intend to disclose the extent of any
over-allotments made and/or any stabilisation transactions carried out. If any Over-allotment Shares are
acquired pursuant to the Over-allotment Option, the Stabilising Manager will be committed to pay to the
Company, or procure payment is made to them of, an amount equal to the Offer Price multiplied by the
number of Over-allotment Shares sold by the Company, less commissions and expenses;
10.1.8 the Company has agreed to pay or cause to be paid (together with any applicable VAT) all costs,
charges, fees and expenses of or arising in connection with, or incidental to, the International Offering;
10.1.9 the Company has given customary representations, warranties, undertakings and indemnities to
the Joint Global Co-ordinators and the Joint Bookrunners;
10.1.10 the Executive Directors and the Chairman have given certain representations, warranties and
undertakings to the Joint Global Co-ordinators and the Joint Bookrunners; and
10.1.11 the parties to the International Underwriting Agreement have given certain covenants to each
other regarding compliance with laws and regulations affecting the making of the International Offering in
relevant jurisdictions.

10.2 Nigerian Vending Agreement

The Company and the Nigerian Joint Issuing Houses have entered into a vending agreement dated 9 April
2014 (the ‘‘Nigerian Vending Agreement’’) to the following effect:
The Nigerian Joint Issuing Houses have agreed, on behalf of the Company, to conduct the Nigerian
aspects of the Global Offer and in particular the Nigerian Admission and the Nigerian Offering. The
Nigerian Joint Issuing Houses have agreed to undertake all standard obligations required of them in line
with the provisions of the Nigerian SEC Rules and Regulations and in particular to structure the Nigerian
Offering and assist in ensuring that the Company is of good corporate standing to successfully effect the
Nigerian Offering. The Nigerian Offering will not be underwritten.
The Nigerian Joint Issuing Houses have agreed to liaise with the Nigerian SEC with a view to securing the
requisite approvals for the Nigerian Offering and in particular to ensure harmonisation of documentation
for a cross-border offering acceptable to applicable regulators in the national markets where the Global
Offer is to be marketed and sold. The Nigerian Joint Issuing Houses have agreed to render all necessary
support and co-operate with the local and foreign professional advisers to ensure compliance with the rules
and regulations applicable in all countries where the Global Offer is to be marketed and sold, and that the
requisite approvals are obtained from the appropriate regulatory authorities in these countries.

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The Company has agreed that all charges, statutory fees and reasonable costs and expenses that may arise
from or be incidental to the Nigerian Offering, including, but not limited to, the professional fees and
registration, legal, advertising and printing costs and expenses, are to be paid from the proceeds of the
Nigerian Offering.
The Company and the Nigerian Joint Issuing Houses have made standard representations, warranties,
undertakings and indemnities to each other as required by Nigerian law. The Company and the Nigerian
Joint Issuing Houses have also entered into covenants with each other regarding compliance with Nigerian
laws and regulations.
The Nigerian Vending Agreement may be terminated: (i) by either party upon the occurrence of certain
events such as the liquidation or insolvency of either of the parties to the agreement; (ii) in the event of a
breach or failure of any party to comply with the provisions of the agreement if such breach and/or failure
is not remedied (if capable of remedy) for a period of 14 days after notification of the breach; and (iii) with
14 days’ written notice by either party of its inability to perform any of its obligations under the agreement
due to a force majeure event. Please see Part XV: ‘‘Details of the Global Offer’’, section 6 of this
Prospectus for a full description of the Nigerian Vending Agreement.

10.3 Relationship Agreement

On 25 March 2014, the Company entered into a relationship agreement (the ‘‘Relationship Agreement’’)
with the Founders, which will, conditional upon Admission, regulate the degree of control that the
Founders and their respective associates may exercise over the management of the Company. Accordingly,
the Founders have entered into a deed of termination that provides that, conditional upon Admission, the
shareholders’ agreement currently in place to regulate their relationship will terminate.
Under the Relationship Agreement, each of the Founders has undertaken, for so long as it is a Minimum
Shareholder, amongst other things:
(a) to conduct all transactions and relationships with any member of the Group at arm’s length and on
normal commercial terms;
(b) not to conduct itself in such a way as will preclude or inhibit the Company or any subsidiary from
carrying on its business independently of it and its respective associates;
(c) not to take any action (or omit to take any action) that would have the effect of preventing the
Company from complying with its obligations under the Listing Rules, the Disclosure and
Transparency Rules or the rules of the Nigerian SEC;
(d) not to take any action (or omit to take any action) that would have the effect of preventing the
Company from complying with its memorandum and Articles;
(e) not to take any action which precludes or inhibits the Company from operating and making
decisions for the benefit of its shareholders as a whole, and independently of the other parties to
the Relationship Agreement at all times;
(f) not to propose or procure the proposal of a shareholder resolution which is intended or appears to
be intended to circumvent the proper application of the Listing Rules;
(g) not to enter into any transaction or relationship with any member of the Group other than in
accordance with the Company’s conflicts of interest and related party transactions policy;
(h) to abstain from voting in respect of any shareholder or board resolution concerning any
transaction or relationship of any type between it and/or its associates and any member of the
Group;
(i) not to exercise its voting rights to procure any amendment to the Articles which would be
inconsistent with, undermine or breach any of the provisions of the Relationship Agreement; and
(j) to exercise its voting rights, so far as it is reasonably able, so that the Company discloses in its
annual report and accounts the matters set out in Listing Rule 9.8.4 (as such rule is proposed to be
amended by FCA Consultation Paper CP13/15).
In addition, each of Shebah, the Platform Group and MPI has undertaken:
(a) to exercise its voting rights to ensure, so far as it is reasonably able, that the Board always
comprises at least three directors who are, having regard to the criteria set out in the UK

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 Corporate Governance Code and the Nigerian Code of Corporate Governance, independent of it
and its respective associates; and
(b) to exercise its voting rights to ensure, so far as it is reasonably able, that at least one Independent
Non-Executive Director will have prior experience of sitting on the board of a company whose
ordinary shares were, at the time such Independent Non-Executive Director held such position,
listed on the main market of the London Stock Exchange and admitted to the Official List of the
FCA.
Each of the Founders has undertaken that until: (i) it ceases to be a Minimum Shareholder; or
(ii) 24 months from the date of the Relationship Agreement (whichever is the earlier to occur), each of
them will, subject to any legally binding confidentiality restrictions, (A) inform the Company of any
possible acquisition, investment or farm-in opportunities that are offered to it or any of its associates,
whether directly or indirectly, in respect of on-shore or shallow off-shore OMLs or OPLs in Nigeria, (B) if
made actually aware that the Company has been offered an opportunity referred to in (A), which it (or its
associates) has not been offered, then it (and it shall procure that its associates) shall not participate in any
such opportunity until the Company has decided not to pursue such opportunity and (C) use reasonable
endeavours to procure (so far as it is able and if acceptable to the seller) that a co-investment right in at
least equal shares and on equivalent terms is offered to the Company in respect of any such opportunities.
The Relationship Agreement will continue until the earlier to occur of:
(a) all of the Founders ceasing to be Minimum Shareholders (provided that in the event that any one
of the Founders ceases to be a Minimum Shareholder, the Relationship Agreement shall
terminate in respect of such Founder only); or
(b) the Ordinary Shares ceasing to be listed on the Official List and to trading on the London Stock
Exchange.
The Relationship Agreement may also be terminated at the option of the Company following approval by
all of the Independent Non-Executive Directors, a majority of the Independent Non-Executive Directors
(including the senior Independent Non-Executive Director) or by a majority of the Company’s
shareholders (including a majority of the Company’s independent shareholders, being those shareholders
who are not the Founders or any of their respective associates).
If the Relationship Agreement is not terminated earlier in accordance with its terms, then, at any time
following the fifth anniversary of the Relationship Agreement, following the request of any party to the
Relationship Agreement, the parties to the Relationship Agreement will review the agreement and
consider mutually acceptable terms for its continuation.
Under the terms of the Relationship Agreement, for so long as each of Shebah, the Platform Group and
MPI remains a Major Shareholder then it shall have the right to nominate two directors of the Company
and for so long as it remains a Minimum Shareholder then it shall have the right to nominate one director
of the Company.
‘‘Major Shareholder’’ is defined in the Relationship Agreement as meaning any Founder that, together with
any of its associates, has a legal or beneficial interest (direct or indirect) or is able to exercise, or procure
the exercise of, voting rights attaching to 17.5 per cent. or more (in the case of Shebah, Mr. Orjiako and
the Platform Group), or 30 per cent. or more (in the case of MPI), of the issued Ordinary Shares from time
to time. ‘‘Minimum Shareholder’’ is defined in the Relationship Agreement as meaning any Founder that,
together with any of its associates, has an interest (direct or indirect) or is able to exercise, or procure the
exercise of, voting rights attaching to 7.5 per cent. or more (in the case of Shebah, Mr. Orjiako and the
Platform Group), or 15 per cent. or more (in the case of MPI), of the issued Ordinary Shares from time to
time. The Relationship Agreement specifies certain parties who are considered to be associates of the
Founders for the purposes of the Relationship Agreement, in particular for the purposes of determining
the Minimum Shareholder and Maximum Shareholder requirements. These include, amongst others,
Quantum Capital, as an associate of Mr. Orjiako, and Platform Petroleum Limited and Abtrust Integrated
Services Limited, as associates of Mr. Avuru.

10.4 Depositary agreement

On 8 April 2014, the Company entered into a depositary agreement with the Depositary, as described in
Part XXI: ‘‘Depositary Interests’’ of this Prospectus.

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10.5 Lock-up arrangements
10.5.1 Company lock-up
Pursuant to the International Underwriting Agreement the Company has agreed that during a period
expiring 180 days after the date of Admission neither it, nor any of its subsidiaries or other affiliates
(without the prior written consent of the Joint Global Co-ordinators on behalf of the Joint Bookrunners),
will, directly or indirectly, issue, offer, sell, mortgage, assign, pledge, charge, contract to sell or issue, issue
or sell any option or contract to purchase, purchase any option or contract to issue or sell, grant any option,
right or warrant to purchase, lend or otherwise transfer or dispose of any Ordinary Shares or securities
convertible or exchangeable into or exercisable for, or substantially similar to, any Ordinary Shares or any
security or financial product whose value is determined directly or indirectly by reference to the price of
the underlying Ordinary Shares or enter into any swap or other agreement that transfers, directly or
indirectly, any of the economic consequences of ownership of Ordinary Shares or enter into any
transaction with the same economic effect as, or agree to do or publicly announce any intention to do, any
of such things, except that the foregoing provisions shall not apply to the issue by the Company of any
Ordinary Shares pursuant to the International Underwriting Agreement.

10.5.2 Shareholder lock-up

The Locked-up Persons have each executed a Lock-up Deed, pursuant to which they have agreed that,
subject to certain exceptions, during a period expiring 365 days from the date of Admission (except (i) in
the case of the Lock-up Deeds entered into by Quantum Power, Quantum Capital, Mercuria Capital and
the Blakeney Group, which expire 180 days from the date of Admission, and (ii) in the case of the Lock-up
Deed entered into by MPI, which expires 365 days from the date of Admission in respect of 50 per cent. of
its shareholding immediately prior to Admission and 180 days from the date of Admission in respect of the
other 50 per cent. of its shareholding immediately prior to Admission), they shall not, without the prior
written consent of the Joint Global Co-ordinators (on behalf of the Joint Bookrunners), directly or
indirectly, offer, sell, contract to sell, grant or sell any options over, purchase any option or contract to sell,
transfer, charge, mortgage, assign, pledge, grant any right or warrant to purchase, lend or otherwise
transfer or dispose of any Ordinary Shares or any securities convertible or exchangeable into or exercisable
for, or substantially similar to, Ordinary Shares or any security or financial product whose value is
determined directly or indirectly by reference to the price of the Ordinary Shares, or enter into any swap or
other agreement that transfers, in whole or in part, directly or indirectly, any of the economic
consequences of ownership of Ordinary Shares, or any transaction with the same economic effect as, or
agree to do or publicly announce any intention to do, any of such things. MPI’s Lock-up Deed provides it
with the right to charge, mortgage or pledge its Ordinary Shares as security to a bank or financial
institution to secure any debt facilities it may enter into during the period of restriction, subject to prior
notice being given to the Joint Global Co-ordinators and provided that such chargee, mortgagee or
pledgee agrees to adhere to the MPI Lock-up Deed at the time of such charge, mortgage or pledge.

10.6 Financing Arrangements

The Company has entered into financing arrangements which are summarised below.

10.6.1 Afrexim Facility

On 12 June 2012, the Company and Afrexim, amongst others, entered into a facility agreement (the
‘‘Afrexim Facility Agreement’’) whereby the lenders thereunder agreed to make available to the Company a
term loan facility of up to US$550 million, on the terms and conditions described below (the ‘‘Afrexim
Facility’’). Currently, the Afrexim Facility is fully drawn. Prior to 12 June 2012, the Company had drawn
US$275 million under an amended and restated bridge loan facility made available by, amongst others,
Afrexim (the ‘‘Afrexim Bridge’’).
Under the Afrexim Facility, the US$275 million already drawn under the Afrexim Bridge was
re-characterised as a five-year term loan to be used for the acquisition of new assets, repayment of the
balance of certain shareholder loans and for the Company’s general corporate and working capital
purposes. The Company must repay loans drawn under the Afrexim Facility Agreement in instalments by
repaying on the first day of January, April, July and October in each year an amount which reduces the
amount of the outstanding loans by an amount equal to one-twentieth of all loans borrowed and
outstanding on the preceding day. In any event all amounts must be repaid by 25 August 2016. Amounts
drawn under the Afrexim Facility are subject to interest at a rate equal to the sum of: (i) the applicable

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margin; (ii) LIBOR; and (iii) an additional per annum interest rate, calculated in accordance with the
terms of the Afrexim Facility Agreement, to compensate the lenders under the Afrexim Facility for the cost
of complying with the requirements of the Bank of England and/or the FCA and the requirements of the
European Central Bank (if any).
In order to secure the Company’s obligations under the Afrexim Facility, the Company has granted
Afrexim, as security trustee for the other lenders: (i) a first-ranking fixed and floating charge over certain
of the Company’s assets; (ii) an assignment of its rights under the Off-take Agreement; (iii) a first-ranking
floating charge over its offshore debt service reserve account; and (iv) a first-ranking floating charge over
certain of the Company’s bank accounts, including its onshore operating and collection accounts.
The Company provides a number of customary representations, certain of which will be repeated at
various stages during the term of the Afrexim Facility Agreement, including but not limited to due
incorporation and valid existence, authority, good title to assets, no continuing or reasonably expected
event of default and no proceedings, pending or threatened, which might have a material adverse effect.
The Company has given certain standard information undertakings to Afrexim, as agent for the lenders,
including providing a bi-annual borrowing base certificate (to include confirmation of the Company’s total
2P reserves projected to be recovered during the next 18 months), copies of all documents dispatched to
shareholders or creditors, details of litigation, arbitration or related claims and proceedings that could
result in a material adverse effect, details of any potential or actual default under its project documents
and details of any proposed amendment to the project documents, details of any actual or proposed
material amendment of, waiver, consent, default or breach under the project documents. Further, the
Company has provided certain general undertakings typical for a facility similar to that provided under the
Afrexim Facility Agreement, including but not limited to compliance with laws, settlement of claims,
negative pledge, payment of taxes, restrictions on acquisitions and disposals, mergers and changes in
business, maintenance of industry standard insurance, restrictions on financial indebtedness, loans and
credits and guarantees, and restrictions on any declaration of dividends by the Company.
Events of default under the Afrexim Facility Agreement are typical for a term loan facility similar to that
provided thereunder, including but not limited to: non-payment (unless failure is caused by a technical or
administrative failure and payment is made within three business days of its due date); failure to comply
with the provisions of the Afrexim Facility Agreement; misrepresentation; insolvency; ineffectiveness of
security granted under the Afrexim Facility Agreement; or a change in shareholding of the Company.
Further, pursuant to the terms of the Afrexim Facility Agreement, the lenders have certain standard
cancellation rights in respect thereof in cases where it becomes unlawful for such lender to perform its
obligations under the Afrexim Facility Agreement or where there is a change in control of the Company, in
which case the other lenders under the applicable facility may also cancel their loans.
The Company may voluntarily cancel all or part of the Afrexim Facility upon 10 days’ prior notice,
provided that such cancelled amount is not less than US$5 million. Any voluntary cancellation by the
Company will reduce the commitments of the lenders under the Facility Agreement ratably.
In addition to the foregoing, the Afrexim Facility will be subject to a mandatory prepayment if the total
amount outstanding under the Afrexim Facility Agreement is greater than the borrowing base amount (as
set out in the most recent borrowing base certificate). In such case, the Company must, to the extent it has
available funds in the collection account or debt service reserve account, repay the loans to bring the total
outstanding amount under the borrowing base amount.
The Company is currently negotiating the final form of an amendment and restatement of the Afrexim
Facility Agreement to update the documentation to reflect consents previously given by the lenders
thereunder, to include certain of the Company’s subsidiaries as obligors under the facility, and to provide
for intercreditor arrangements relating to the Company’s other debt facilities. The Company expects to
finalise this amendment and restatement in the near future. In the event that any such updates or
intercreditor arrangements are not satisfactorily agreed, the Company may be deemed to be in default
under the Afrexim Facility Agreement and Afrexim may declare all amounts outstanding to be
immediately due and payable as a result of such default.
As of the Latest Practicable Date, US$370 million was outstanding under the Afrexim Facility.

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10.6.2 MPI Shareholder Loan
On 25 June 2010, the Company and MPI entered into a loan agreement whereby MPI, in its capacity as a
shareholder in the Company and lender thereunder, agreed to make available to the Company a
shareholder term loan of US$153 million (the ‘‘MPI Shareholder Loan’’). The MPI Shareholder Loan was
used by the Company for the acquisition of its 45 per cent. participating interest in OMLs 4, 38 and 41. The
Company pays interest on outstanding amounts of the MPI Shareholder Loan at a rate of five per cent.
above LIBOR or the interest rate incurred by MPI on its borrowings and must repay the balance of the
loan on or before the end of the four-year term. The outstanding balance of the MPI Shareholder Loan
will be repaid in full out of the proceeds of the Global Offer.

10.6.3 Letter of Credit and Revolving Credit Facility with FBN

On 27 September 2013, FBN issued a letter of credit in favour of the Company (the ‘‘FBN Letter of
Credit’’) and US$94.5 million was drawn under that letter of credit for payment by the Company of the
CNL Assets Acquisition Deposit. Subsequently, AMNI, one of the Company’s CNL Assets Consortium
partners, repaid US$25.5 million (as part of its share of the CNL Assets Acquisition Deposit), leaving
US$69 million outstanding under the FBN Letter of Credit.
The Company expects to agree a facility agreement with FBN (which will replace the FBN Letter of
Credit, the ‘‘FBN Facility Agreement’’) whereby FBN will make available to the Company a revolving loan
facility of up to US$100 million, on the terms and conditions described below (the ‘‘FBN Facility’’).
Any remaining undrawn capacity under the FBN Facility will be available for the Company’s general
corporate and working capital purposes. The Company must repay each loan drawn under the FBN
Facility Agreement on the last day of the interest period for that loan. Each interest period is for one
month. In any event all amounts borrowed must be repaid by the termination date of two years from the
date of signature. Amounts drawn under the FBN Facility will be subject to interest at a rate equal to the
sum of: (i) the applicable margin of 8.00 per cent. per annum; (ii) LIBOR; and (iii) an additional per
annum interest rate, calculated in accordance with the terms of the FBN Facility Agreement, to
compensate the lender for the cost (if any) of complying with the requirements of the Bank of England
and/or the FCA, the requirements of the European Central Bank or any equivalent requirements in the
Federal Republic of Nigeria or any other country. In addition, an up-front fee is payable under the FBN
Facility Agreement, as described in the related fee letter.
In order to secure the Company’s obligations under the FBN Facility, each of the Company and its
subsidiaries Newton Energy and SEPLAT East will grant FBN second-ranking security over the assets
subject to security granted in respect of the obligations of the Company under the Afrexim Facility
Agreement.
The drawdown of funds by the Company is subject to certain customary conditions to drawdown, including
the continued correctness of customary representations provided under the Afrexim Facility Agreement.
The Company will provide a number of standard representations about itself and its subsidiaries, certain of
which will be repeated at various stages during the term of the FBN Facility Agreement, including but not
limited to due incorporation and valid existence, no continuing or reasonably expected event of default and
no proceedings, pending or threatened, which might have a material adverse effect.
In addition to the covenant provided by the Company to the lender to comply in all respects with the terms
of the Afrexim Facility Agreement, the Company will give certain standard general undertakings to FBN in
respect of itself and the other members of its group typical for a facility similar to that provided under the
FBN Facility Agreement, including but not limited to compliance with laws, settlement of claims, negative
pledge, payment of taxes, restrictions on acquisitions and disposals, mergers and changes in business,
restrictions on financial indebtedness, loans and credits and guarantees, and restrictions on any declaration
of dividends by the Company.
Events of default under the FBN Facility Agreement are typical for a revolving loan facility similar to that
provided thereunder, including but not limited to: non-payment by the Company (unless payment is made
within five business days); failure by any member of the Company’s group to comply with the provisions of
the FBN Facility Agreement (unless the failure is remedied within 21 business days); misrepresentation;
cross-default of more than US$5 million; or occurrence of a material adverse change.

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Further, pursuant to the terms of the FBN Facility Agreement, the lender has certain customary
cancellation rights in respect thereof in cases where it becomes unlawful for it to perform its obligations
under the FBN Facility Agreement.
As of the Latest Practicable Date, the principal amount of US$100 million was outstanding under the FBN
Facility.

10.6.4 Zenith Facility

On 27 February 2014, the Company and Zenith entered into a facility agreement (the ‘‘Zenith Facility
Agreement’’) whereby Zenith agreed to make available to the Company a term loan facility of
US$200 million, on the terms and conditions described below (the ‘‘Zenith Facility’’).
The loan is repayable over the course of a five-year term ending on 11 February 2019. Amounts drawn
under the Zenith Facility incur interest at a rate equal to the sum of LIBOR and 7.5 per cent. per annum,
subject to a floor of 8.0 per cent. per annum. The Company must make quarterly interest payments on the
loan amount, whilst repayment of principal only begins after a twelve-month moratorium commencing on
the date of first drawdown.
The Company must route all dividend payments and other proceeds from any SPV incorporated for the
purposes of making the SPDC Assets Bid through its accounts with Zenith. The Company provides a
number of customary representations, including but not limited to due incorporation and valid existence,
authority, non-conflict and borrowing limits. The Company has agreed to deliver to Zenith copies of its
audited accounts within 120 days of the end of its financial year.
The Zenith Facility is currently unsecured. There are provisions requiring the Company to assign its rights
and interests in OMLs 4, 38 and 41 to Zenith and grant security over substantially all its assets in order to
secure its borrowings under the Zenith Facility. However, any such grant of security remains subject to the
consent and agreement of Afrexim, the other lenders under the Afrexim Facility Agreement, FBN and the
Company in respect of intercreditor arrangements between those entities. In the event such consents are
not obtained or intercreditor agreements satisfactorily agreed, the Company may be deemed to be in
default under the Zenith Facility and Zenith may declare all amounts outstanding to be immediately due
and payable as a result of such default.
Events of default are typical for a term loan facility and include: non-payment within 30 days of the due
date; breach of a material provision of the Zenith Facility Agreement; insolvency; and misrepresentation.
On 27 February 2014, Zenith waived the conditions precedent to drawdown and the Company utilised the
full available amount of the Zenith Facility (US$200 million) for the SPDC Assets Bid. As at the Latest
Practicable Date this amount of principal remained outstanding.

10.7 Agreements Relating to the Company’s Assets

The Company has entered into agreements relating to its assets which are summarised below.

10.7.1 OMLs 4, 38 and 41 Joint Operating Agreement

General
On 11 July 1991, SPDC, AGIP, TOTAL and NNPC entered into a joint operating agreement to govern the
joint venture relationship between the parties in the exploration, development and operation of certain
OMLs in Nigeria, including OMLs 4, 38 and 41. Under the terms of this original joint operating
agreement, SPDC was designated as operator of the fields.
The parties to the original joint operating agreement executed a new joint operating agreement on 31 July
2010 (the ‘‘OMLs 4, 38 and 41 Joint Operating Agreement’’) in respect of the OMLs 4, 38 and 41 joint
venture exclusively, on identical terms and conditions to the original. On 31 July 2010, by deed of novation,
the Company replaced SPDC, AGIP and TOTAL as party to the OMLs 4, 38 and 41 Joint Operating
Agreement.

Operator Responsibilities
Under the terms of the OMLs 4, 38 and 41 Joint Operating Agreement, the Company is designated as
operator of OMLs 4, 38 and 41. As operator, the Company may enter into agreements with third parties
relating to (i) the provision of the facilities used within the context of the OMLs 4, 38 and 41 Joint

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Operating Agreement (after written consent from NPDC) and (ii) the supply of goods or services, within
certain monetary limits and subject to any limitations on such authority decided by the operating
committee. The operator is also in charge of preparing the timetable for the work schedules and required
budgets and it is responsible, amongst other matters, for hiring and assigning employees, preparing the
financial statements, managing joint bank accounts with NPDC and obtaining titles of ownership or leases
for the land necessary to conduct operations as well as any surface rights and easements needed.

Operating committee
The powers of the operating committee include the management, control and supervision of all matters
pertaining to joint operations. In particular, the operating committee has the power:
• to approve, revise or reject programmes and budgets;
• to study and approve the recommendations from subcommittees relating to programmes and budgets;
• to study and make decisions, subject to approval by the parties to the OMLs 4, 38 and 41 Joint
Operating Agreement, concerning the expansion or reduction of the contract area;
• 20JAN201405225537
to settle any dispute over 500,000 in value;
• to ensure that the operator applies the decisions of the operating committee; and
• more generally, to make any decisions on joint operations that do not fall within the operator’s remit
and exclusive control.
The operating committee is composed of 12 members, comprising six representatives from NPDC and six
from the Company. For the committee’s decisions to be adopted: (i) a quorum of two-thirds of the
members of the operating committee, including a minimum of four representatives from NPDC and four
from the Company, must be met; and (ii) such decisions must be approved unanimously by the members
present, unless otherwise provided for in the OMLs 4, 38 and 41 Joint Operating Agreement.

Financing Joint Operations

Each party contributes to the financing of joint operations in proportion to its participating interest in the
OMLs. All costs and expenses in respect of programmes and budgets and all income from the operations
are determined, placed into accounts and authorised according to specific procedures set out in the OMLs
4, 38 and 41 Joint Operating Agreement.
Each party shares in all expenses incurred for the joint account in proportion to its participating interest.
NPDC is entitled to pay its share of expenses in crude oil, on condition that the operator is given 60 days’
prior notice.
If a party fails to make payment further to a call for funds, it will be given notice by the operator and, if
necessary, an emergency meeting of the operating committee will be convened to examine the situation. As
long as a payment default persists, the defaulting party’s portion of the joint account may be used to
reimburse the party that has advanced the funds. The non-defaulting party may take recourse against the
defaulting party after four months by any legal means, or may suspend joint operations related to the
interest held by the defaulting party.

Sole Risk Operations

A party to the OMLs 4, 38 and 41 Joint Operating Agreement may decide to undertake performance of a
sole-risk operation after the operating committee and other parties have decided not to pursue or to
abandon a given joint operation. Such party will then assume the risks and costs. If one or more other
parties wish to participate, the operator must perform the operation even if it is not a participant.
However, the risks, costs, investments and supervision of the sole risk operations are the responsibility of
the participating parties. A sole risk operation cannot be carried out if it may have a significant negative
impact on joint operations or if it is contrary to the existing work programmes.
A non-participating party may subsequently choose to participate in the sole risk operation by paying the
participating parties a penalty for its late participation in the operation, in an amount equal to the expenses
and costs committed to the sole risk operation on the date on which the former decided to contribute, in
proportion to its participating interest plus 200 per cent. If another party participates in a sole risk
operation, the operation then continues as a joint operation.

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The joint assets and the operator’s personnel may be used for the completion of a sole risk operation.
Nevertheless, the implementation and execution of joint operations take priority over sole risk operations.
In addition, any property acquired as part of a sole-risk operation is the exclusive property of the party or
parties participating in the sole-risk operation. Facilities for a sole risk operation as well as the resulting oil
production are the property of the participating parties until such time as any non-participating parties
decide to participate.

10.7.2 Crude Handling Agreement

A full description of the Crude Handling Agreement between the Company and SPDC is set out in
Part VI: ‘‘Letter from the Chairman and Information on the Group’’, section 11.1 of this Prospectus.

10.7.3 Off-take Agreement

A full description of the Off-take Agreement between the Company and Shell Trading is set out in Part VI:
‘‘Letter from the Chairman and Information on the Group’’, section 11.2 of this Prospectus.

10.7.4 Agency and Contract Services provided by Nerine Support Services Limited
Under a personnel outsourcing services agreement between the Company and Nerine Support Services
Limited (‘‘Nerine’’) dated 9 April 2012, Nerine agreed to provide the Company with agency and contract
workers. The duration of the agreement is for a period of two years with a one-year extension to cover any
period of re-negotiation or renewal. Either party is entitled to terminate the agreement on ninety days’
prior written notice.

10.7.5 Sapele Gas Sale and Purchase Agreement

On 20 August 1997 SPDC (as operator on behalf of the SPDC JV) and NGC entered into a gas sale and
purchase agreement, which was subsequently novated to the Company by SPDC. Under this agreement the
Company is required to deliver gas to NGC at the National Electric Power Authority at Sapele (now
known as Sapele Power plc). The unit price (in Naira per 1,000 scf) paid by NGC for the gas was US$0.14
for the 2011 calendar year. The agreement was amended and extended by side agreement on 14 June 2012
until such time as the GSAA for Sapele referred to in section 10.7.7 of this Part XVII below comes into
effect. The prices payable under the original agreement were revised upwards resulting in a weighted
average of US$0.84 per 1,000 scf with effect from August 2010. During the course of 2013 the average price
paid by NGC was US$0.91 per 1,000 scf.

10.7.6 Oben Gas Sale and Purchase Agreement

On 11 July 1994 SPDC (as operator on behalf of the SPDC JV) and NGC entered into a gas sale and
purchase ageeement, which was subsequently novated to the Company by SPDC. Under this agreement
the Company is requied to deliver gas to NGC for onward sale. The unit price (in Naira per 1,000 scf) paid
by NGC for the gas was US$0.14 for the 2011 calendar year. The agreement was amended and extended by
side agreement on 14 June 2012 until the GSAA for Oben referred to in section 10.7.7 of this Part XVII
below comes into effect. The prices payable under the original agreement were revised upwards resulting
in a weighted average of US$0.84 per 1,000 scf with effect from August 2010. During the course of 2013 the
average price paid by NGC was US$0.91 per 1,000 scf.

10.7.7 New Gas Sale and Purchase Agreements

On 21 February 2013, SEPLAT entered in two GSAAs with, amongst others, Sapele Power and Geregu
Power, each for a term of 10 years (or until the required amounts have been delivered) on standard
industry terms. Under these agreements, SEPLAT has agreed to supply Sapele Power with 182,500,000
mmBtu of gas and Geregu Power with 292,000,000 mmBtu of gas on a take or pay basis, over the course of
the 10-year terms. The minimum contract price for gas supplied under each agreement is US$1.5 mmBtu
for 2013, then rising to US$2.0 mmBtu for 2014. The minimum contract price for gas supplied under each
agreement from 1 January 2015 shall be calculated and adjusted from US$2.0 mmBtu in accordance with a
power sector price formula which takes into consideration the Organisation for Economic Co-operation
and Development (OECD) consumer price index.

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10.7.8 General memorandum of understanding with local communities
A full description of the GMOU entered into between the Company and the local host communities is set
out in Part VI: ‘‘Letter from the Chairman and Information on the Group’’, section 12.3 of this Prospectus.

10.7.9 Crude Transportation Agreement with PanOcean

As part of its acquisition of OMLs 4, 38 and 41, the Company acquired a portion of the Trans-Forcados
Pipeline between the Amukpe manifold and Rapele manifold. PanOcean routes its crude oil production
from certain of its fields via this section of the Trans-Forcados Pipeline, and consequently requires the
Company to provide crude transportation services. The Crude Transportation Agreement between the
Company and PanOcean is for a term of two years from 31 July 2011 to 31 July 2013 and provides that its
terms shall continue to apply until a new crude transportation agreement is executed by the parties. The
Company is in the process of negotiating a new agreement with PanOcean on substantially the same terms.
Under the terms of the Crude Transportation Agreement, PanOcean is entitled to inject a maximum
production capacity of an amount notified by the Company on the 28th day of each month. The tariff
structure under the Crude Transportation Agreement is as follows:
• Transportation charge for the use of the Pipeline of US$0.51/bbl where the transported crude oil for
the month includes wet crude. For dry crude the charge drops to US$0.36/bbl.
• Where the average daily transported crude oil is in excess of PanOcean’s maximum production
capacity (which is notified by the Company to PanOcean each month), the transportation charge will
apply plus an excess charge of 140 per cent. of the transportation charge on injected volumes
exceeding 120 per cent. of the advised limit.

10.7.10 Cardinal
(a) Exclusivity Agreement
On 17 May 2012, the Company entered into an exclusivity agreement with Cardinal, for the purpose of
securing exclusive use of two drilling rigs owned by Cardinal for a period of five years in exchange for a fee
of US$20 million. Cardinal is controlled by Platform, Shebah and MPI, shareholders in the Company.
Cardinal is a Nigerian company specialising in the provision of drilling rigs for oil and gas exploration and
production.

(b) Rig Agreement regarding rig 101

On 13 March 2013, the Company entered into a two-year contract with Cardinal for the use of drilling rig
101 to conduct well operations in OMLs 4, 38 and 41. The Company has the option to extend the contract
period for another year by giving 90 days’ notice to Cardinal. The Company has made an advance payment
of US$5,000,000 (in aggregate for rig 101 and rig 201, described below) to Cardinal which will be set-off
against the net outstanding fees at the date of termination of the contract. Payment by the Company is
within 30 days of presentation of the monthly invoice by Cardinal at the rates set out in the contract (which
are subject to an annual 7.5 per cent. increase). The Company can terminate the agreement for
convenience on 30 days’ written notice.

(c) Rig Agreement regarding rig 201

On 13 March 2013, the Company entered into a two-year contract with Cardinal for the use of drilling rig
201 to conduct well operations in OMLs 4, 38 and 41. The Company has the option to extend the contract
period for another year by giving 90 days’ notice to Cardinal. The Company has made an advance payment
of US$5,000,000 (in aggregate for rig 101 and rig 201, described above) to Cardinal which will be set-off
against the net outstanding fees at the date of termination of the contract. Payment by the Company is
within 30 days of presentation of the monthly invoice by Cardinal at the rates set out in the contract (which
are subject to an annual 10 per cent. increase). The Company can terminate the agreement for
convenience on 30 days’ written notice.

(d) Rig Agreement regarding rig 202

On 1 January 2013, the Company entered into a two-year contract with Cardinal for the use of drilling rig
202 to conduct well operations in OMLs 4, 38 and 41. The Company has the option to extend the contract
period for another year by giving 90 days’ notice to Cardinal. Payment by the Company is within 30 days of

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presentation of the monthly invoice by Cardinal at the rates set out in the contract. The Company can
terminate the agreement for convenience on 30 days’ written notice.

10.7.11 KCA Deutag/Lonestar rig agreements

(a) Rig Agreement regarding rig T-209
On 4 December 2013, the Company signed a letter of intent with KCA Deutag Nigeria Limited and KCA
Deutag Drilling GmbH (together ‘‘KCA Deutag’’) and on 30 December 2013 the Company signed a
drilling contract with KCA Deutag for the use of drilling rig T-209 to conduct drilling and workover
campaigns of two wells with the option to extend for an additional well by giving 45 days’ notice. Either
party can terminate the contract upon breach of contract by the other, and the Company can terminate for
convenience on 30 days’ written notice. If the Company decides to terminate the contract early in
accordance with the provisions thereof, it is required to pay US$1,000,000 per well not exercised within the
contract period plus a demobilization fee of US$1,750,000 plus an additional US$1,000,000 for each
committed extension well.

(b) Rig Agreement regarding rig T-41

On 1 August 2011, the Company entered into a one-year contract with KCA Deutag for the use of drilling
rig T-41 to conduct certain well operations in OMLs 4, 38 and 41. The Company has the option to extend
the contract period for another year by giving 90 days’ notice to KCA Deutag. The Company can terminate
the agreement for convenience on 30 days’ written notice.

(c) Rig Agreement regarding rig T-57

On 1 February 2012, the Company entered into a drilling contract assignment agreement with Septa and
KCA Deutag for the use of drilling rig T-57 to conduct well operations in OMLs 4, 38 and 41. Rig T-57 is
currently used by Pillar Oil under the terms of a drilling contract assignment agreement dated
10 September 2011 and, after the rig is released by Pillar Oil Limited, it has been agreed that the rig will be
assigned to the Company. The assignment period will begin when the rig is moved from the last location
drilled by Pillar Oil to the first of the Company’s locations and continue for 110 days or for as long as
necessary for the Company to drill, case and complete two wells in OMLs 4, 38 and 41. The Company may
request that the assignment period be extended by giving notice to Septa, which must be approved in
writing by Septa.

(d) Rig Agreement regarding rig 205

On 18 January 2012, with effect from 23 December 2011, the Company entered into an agreement with
Lonestar for the use of drilling rig 205. The agreement’s original term was for one year with the option to
extend for an additional six months. The Company and Lonestar continue to operate under the agreement
although it has formally expired.

10.7.12 APCO
On 22 March 2010, the Company entered into a two-year agreement with APCO, a firm specialising in the
oil and gas industry in Nigeria and elsewhere in West Africa and controlled by A.B.C. Orjiako, for the
purpose of identifying, structuring and negotiating potential investments in the rights to operate oil and gas
licences in Nigeria and in the rest of West Africa. Under the agreement, in consideration for: (i) APCO’s
services and the expenses incurred by it in identifying, analysing and reporting on certain investment
prospects that were identified in the reports that were delivered by APCO to the Company; and (ii) the
forfeiture of rights held by APCO in favour of SEPLAT relating to certain potential investment
opportunities in the Niger Delta which APCO had been exploring since 2005, the Company agreed to pay
a fee to APCO of US$25 million (excluding any withholding tax). Upon the direction of APCO, this fee
was paid to Helko Nigeria Limited in two instalments (US$14 million and US$11 million, on 14 June 2010
and 1 July 2010, respectively). Helko Nigeria Limited mainly utilised these proceeds on instruction from
APCO in a work programme for SEPCOL’s Ukpokiti oil field, which is located within OML 108 (a shallow
water area in the Niger Delta). Both Helko Nigeria Limited and SEPCOL are entities controlled by A.B.C.
Orjiako. In accordance with its terms, this agreement expired on 22 March 2012.

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10.7.13 Shebah FPSO Loan
Pursuant to a memorandum of understanding between the Company, SEPCOL and Allenne Limited dated
16 November 2010, the Company paid a cash deposit in the sum of US$15 million as a commitment
deposit to guarantee the Company an exclusive option to lease or purchase the FPSO ‘‘Trinity Spirit’’. The
FPSO is a 2 million bbls offshore facility equipped with a 20 Mbpd capacity crude oil processing unit. The
FPSO is owned by Allenne Limited and was leased on bareboat charter to SEPCOL for use as a floating
production storage, de-watering system and off-load facility for crude oil or any suitable petroleum
product. The memorandum of understanding further provided that the deposit amount is to be deducted
from any agreed sale price of the FPSO or amortised from crude handling or lease rates as may be agreed
between the parties and for the return of the deposit in full in certain circumstances, including should the
Company decide not to purchase or lease the FPSO. On 27 August 2013, SEPCOL repaid the entire
outstanding balance due to the Company. Accordingly, no further sums are payable by SEPCOL to the
Company.

10.7.14 Newton Energy Transfer

Pursuant to instruments of share transfer dated 1 June 2013, MPI, Platform Petroleum New Assets
Limited (an affiliate of Platform) and Shebah transferred their entire shareholdings in Newton Energy
(which together represented 100% of the issued share capital of Newton Energy) to the Company for nil
consideration. Prior to the date of this change of ownership, Newton Energy had not traded and did not
have any assets.

10.7.15 MPI Sale Process Mandate

In December 2012, MPI requested the other Founders to assist MPI on a non-exclusive basis in selecting
potential bidders for up to 20 per cent. of the Ordinary Shares held by MPI and to organise a bidding
process in respect thereof. Following completion of the sales by MPI of 24,000,000 Ordinary Shares and
16,000,000 Ordinary Shares on 22 August 2013 to Mercuria Capital and the Blakeney Group respectively,
MPI paid the sum of US$4,132,666 to the other Founders and, following a further sale of 19,600,000
Ordinary Shares on 24 December 2013 to Quantum Power, MPI paid a further US$1,308,880 to the other
Founders for their services in identifying and negotiating the above-mentioned sales on behalf of MPI,
allocated amongst the other Founders in respect of the net gain in valuation realised by MPI on the sale of
the shares.

10.7.16 Umuseti/Igbuku Fields Investment

On 1 June 2013, Newton Energy, a wholly-owned subsidiary of the Company, entered into an agreement
with Pillar Oil to acquire (subject to the consent of the Minister and receipt of any other necessary
approvals) a 40 per cent. participating interest in the Umuseti/Igbuku Fields. Until these conditions
precedent are satisfied, Newton Energy is entitled to receive the benefit of 40 per cent. of all oil and gas
produced from the Umuseti/Igbuku Fields. The completion of the acquisition will add approximately
10 MMbbl to the Group’s proved plus probable (2P) oil and condensate reserves and 91 bcf of gas.
The total consideration payable in respect of the Umuseti/Igbuku Fields Investment is US$60 million,
which includes future milestone payments of: (i) US$5 million when average daily production of
10,500 bopd of liquid hydrocarbons sustained over a period of one (1) month is achieved; and
(ii) US$5 million when cumulative production of 10 MMbbl of liquid hydrocarbons from the Umuseti/
Igbuku Fields is achieved.
Under the terms of the above agreement, Pillar Oil is obligated to submit the documentation necessary to
obtain government approval to the assignment, pay all costs, fees and taxes relating to such approval and
generally to procure such approval within the shortest time possible. In the event of refusal by the Minister
to approve the assignment, Pillar Oil is required to hold the participating interest in trust for Newton
Energy and Pillar Oil must fully consult with and hold discussions with Newton Energy in respect of all
operational issues on the fields.

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10.7.17 Umuseti/Igbuku Joint Operating Agreement
(a) General
On 1 June 2013, Newton Energy (as non-operator) and Pillar Oil (as operator) entered into a joint
operating agreement to govern the joint venture relationship between the parties in the exploration,
development and operation of the Umuseti/Igbuku Fields.

(b) Operator responsibilities

Under the terms of the Umuseti/Igbuku Joint Operating Agreement, Pillar Oil is designated as operator of
the Umuseti/Igbuku Fields. Pillar Oil’s duties as operator include conducting joint operations, executing
joint programmes and joint budgets which have been approved by the operating committee and keeping
accurate records and books of accounts. Pillar Oil is required to make certain data available to Newton
Energy, including without limitation information and data concerning reserves, drilling reports, production
reports, forecasts and financial data required for cash calls.

(c) Operating committee

The powers of the operating committee include the management, control and supervision of all matters
pertaining to joint operations. The operating committee is composed of six members, comprising three
representatives from Newton Energy (one of whom acts as the secretary of the operating committee) and
three from Pillar Oil (one of whom acts as the chairman of the operating committee). All committee
decisions must be made by unanimous vote of the members of the committee from time to time, unless
otherwise provided for in the Umuseti/Igbuku Joint Operating Agreement.

(d) Financing joint operations

Each party contributes to the financing of joint operations in proportion to its participating interest in the
marginal fields (i.e. 40 per cent. for Newton Energy and 60 per cent. for Pillar Oil). All costs and expenses
in respect of programmes and budgets and all income from the operations are determined, placed into
accounts and authorised according to specific procedures set out in the Umuseti/Igbuku Joint Operating
Agreement. Each party has the option of paying its share of expenses in crude oil, on condition that the
operator is given 30 days’ prior notice.

(e) Sole risk operations

A party may decide to undertake performance of a sole-risk operation after the operating committee and
the other party have decided not to pursue or to abandon a given joint operation. Such party will then
assume the risks and costs. If one or more other parties wish to participate, the operator must perform the
operation even if it is not a participant. However, the risks, costs, investments and supervision of the sole
risk operations are the responsibility of the participating parties.

10.7.18 Mercuria Off-Take Arrangements

On 17 December 2013, the Company signed an off-take agreement with Mercuria Energy (the ‘‘Mercuria
Off-take Agreement’’) in relation to a long-term crude off-take contract for a period of five years, beginning
on the earlier of 1 August 2015 and the date on which the parties agree that SEPLAT is able to deliver its
first cargo in excess of 500,000 barrels. The Mercuria Off-take Agreement relates to any crude oil which is
not purchased by Shell Trading under the Off-take Agreement between the Company and Shell Trading,
which expires on 31 July 2015.
Under the terms of the Mercuria Off-take Agreement, Mercuria Energy has agreed to purchase from the
Company the Company’s full entitlement to crude oil production from OMLs 4, 38 and 41 not purchased
by Shell Trading from the date the Company loads the first cargo of 500,000 barrels or more to Mercuria
Energy until 31 July 2015. Thereafter, Mercuria Energy has agreed to purchase the Company’s full
entitlement to crude oil production from OMLs 4, 38 and 41.
The contract price is determined according to the average of the mean dated Brent quotations as published
in Platt’s crude oil marketwire for the five consecutive published quotations in accordance with the NNPC
pricing formula plus a differential to the dated Brent quotation established by the official selling price for
Forcados blend crude oil prompt option as published by the NNPC. The contract price is subject to certain
adjustments.

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Mercuria Energy is an affiliate of Mercuria Capital, which, as at the Latest Practicable Date, holds a 6 per
cent. interest in the issued share capital of the Company.

10.7.19 Quantum Power LOI

The Company entered into a binding letter of intent with Quantum Power on 24 December 2013 (the
‘‘Quantum Power LOI’’). Under the terms of the Quantum Power LOI, the Company has granted Quantum
Power an exclusive right of first refusal with respect to the provision of equity financing for the
development of the Company’s proposed independent gas processing business (provided that such equity
financing is on mutually acceptable terms and provided in a timely manner). The parties have also agreed
to share details of any opportunities to bid for additional gas resources.
The Quantum Power LOI also grants Quantum Power an exclusive right of first refusal to acquire
SEPLAT’s uncommitted gas allocated for commercial supply on no worse terms than agreed with any
other third party (provided always that any such supply terms are on mutually acceptable terms and are
compliant with SEPLAT’s related party transaction and conflicts of interest policies).
Quantum Power, as at the Latest Practicable Date, holds a 4.9 per cent. interest in the issued share capital
of the Company.

10.7.20 CNL Assets Consortium Agreement

On 14 November 2013, the Company entered into an amended and restated consortium agreement (the
‘‘CNL Assets Consortium Agreement’’) with AMNI and BelemaOil (BelemaOil together with AMNI and
the Company, the ‘‘CNL Assets Consortium’’) in order to collaborate exclusively with each other and bid
as a consortium for the 40 per cent. participating interest in OMLs 52, 53 and 55 being divested by CNL.
Pursuant to the CNL Assets Consortium Agreement, the Company, AMNI and BelemaOil have agreed to
allocate the CNL Assets and the consideration owing from the CNL Assets Consortium to CNL between
them so that the Company acquires a 40 per cent. participating interest in OML 53 for total cash
consideration of US$300 million, AMNI acquires a 40 per cent. participating interest in OML 52 for total
cash consideration of US$170 million and BelemaOil acquires a 40 per cent. participating interest in OML
55 for total cash consideration of US$330 million. The Company agreed to lead the CNL Assets
Consortium in negotiations with CNL.
Under the CNL Assets Consortium Agreement, the parties have agreed, amongst other things: (1) to
cooperate on issues of government relations relating to the acquisition; (2) to pay fully any sum due in
connection with the CNL Assets Acquisition; and (3) that should a party fail to pay any amount due under
the CNL Assets Consortium Agreement or the CNL Assets SPA, the other party or parties that have
fulfilled their payment obligations have the option to pay the unpaid sum and/or introduce another party
(acceptable to CNL) to take over the unfulfilled obligations of the party that failed to pay.
The parties have agreed to share all benefits, costs, claims and liabilities (including, without limitation, any
adjustment to the purchase price for the CNL Assets) and indemnify each other party in respect of each
and every liability arising under the CNL Assets Consortium Agreement or the CNL Assets SPA or
otherwise howsoever arising in connection with the CNL Assets Acquisition according to the relevant
allocations set out above.
The Agreement will terminate on 1 January 2015 if the CNL Assets Acquisition does not close earlier or
upon a change of control.

10.7.21 CNL Assets SPA

On 29 November 2013, the CNL Assets Consortium entered into the CNL Assets SPA with CNL to
acquire a 40 per cent. participating interest in OMLs 52, 53 and 55 for total cash consideration of
US$800 million.
A deposit in the amount of US$147 million, equivalent to 18.375 per cent. of the total purchase price (the
‘‘CNL Assets Acquisition Deposit’’), was due to be paid upon the signing of the CNL Assets SPA in the form
of a standby letter of credit issued to the benefit of CNL. The Company’s portion of the CNL Assets
Acquisition Deposit (US$69 million) was paid upon signing of the CNL Assets SPA.
The balance of the total purchase price (US$653 million, subject to certain adjustments and exclusive of
any tax) is payable by the CNL Assets Consortium to CNL upon the CNL Assets Acquisition Completion.

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Each member of the CNL Assets Consortium has agreed to be jointly and severally liable to pay the
balance to CNL at the CNL Assets Acquisition Completion.
The outstanding conditions to the CNL Assets Acquisition Completion are as follows (together referred to
as the ‘‘CNL Assets Acquisition Conditions’’):
• The execution of the documents (by all parties thereto), which effect the carve out of OMLs 52, 53
and 55 from the existing NNPC/CNL joint operating agreement and establish a new joint operating
agreement in respect of OMLs 52, 53 and 55.
• The receipt of any consent or approval or waiver of pre-emption by NNPC under the existing joint
operating agreement in respect of OMLs 52, 53 and 55.
• The CNL Assets Consortium and CNL having performed and complied in all material respects with
the terms and conditions of the CNL Assets SPA required to be performed or complied with by it at or
prior to CNL Assets Acquisition Completion.
• The receipt of all material approvals, consents, waivers or the execution of any necessary agreement
or document which may be required under the CNL Assets SPA documents or by any applicable laws,
regulations or government entity prior to the transfer of the CNL Assets to the CNL Assets
Consortium, except for any consents and approvals of any governmental entity or authority
customarily obtained subsequent to transfer of title.
• No action or proceeding by or before any government entity shall have been instituted or threatened
(and not subsequently dismissed, settled or otherwise terminated) which might restrain, prohibit or
invalidate any of the transactions contemplated by the CNL Assets SPA, other than an action or
proceeding instituted or threatened by CNL or any of its affiliates or by the CNL Consortium or its
affiliates.
• The CNL Assets Consortium’s and CNL’s representations and warranties being true and correct in all
material respects at the CNL Assets Acquisition Completion.
• If applicable, the CNL Assets Consortium having delivered to CNL any certificate or document
reasonably requested by CNL to confirm the satisfaction of all the CNL Assets Acquisition
Conditions.
If the CNL Assets Acquisition Conditions are not fulfilled or waived by CNL on or before the Longstop
Date, CNL may terminate the CNL Assets SPA. If such failure to satisfy the Conditions is caused by the
CNL Assets Consortium, CNL will be under no obligation to repay the CNL Assets Acquisition Deposit to
the CNL Assets Consortium and will be entitled to keep the CNL Assets Acquisition Deposit. If CNL
refuses to complete or the Minister fails to give consent for the transaction, the CNL Assets Consortium is
entitled to reimbursement of the CNL Assets Acquisition Deposit.
Subject to the CNL Assets Acquisition Completion occurring, the effective date of the transaction will be
1 July 2013 (the ‘‘CNL Assets Acquisition Effective Date’’). The CNL Assets SPA provides that CNL shall
be liable for certain liabilities arising prior to the Effective Date (including certain taxes relating to the
CNL Assets and certain identified litigation). CNL has agreed to indemnify and hold harmless the CNL
Assets Consortium in respect of such pre-CNL Assets Acquisition Effective Date liabilities and for certain
environmental defects (subject to CNL having been notified of such liabilities at least 10 business days
prior to the CNL Assets Acquisition Completion and subject to certain monetary and time limitations).
Effective at the time of the CNL Assets Completion, the CNL Assets Consortium shall be liable for, and
indemnify and hold harmless CNL in respect of: (i) the CNL Assets Consortium’s or CNL’s ownership,
operations or activities related to the CNL Assets and the contracts and agreements pertaining thereto;
(ii) all other environmental and decommissioning liabilities; and (iii) all other liabilities attributable to the
period commencing from the CNL Assets Acquisition Effective Date.
Pursuant to the CNL Assets SPA, CNL has given various warranties in favour of the CNL Assets
Consortium in respect of certain key matters. It has also undertaken to observe certain customary positive
and negative covenants in the interim period between signing and the CNL Assets Acquisition Completion,
including in respect of payment of expenses due under the OMLs 52, 53 and 55 JOA, and keeping the CNL
Assets Consortium informed of all material acts, matters and things relating to the CNL Assets. The CNL
Assets Consortium has also given limited warranties relating to authority, corporate and financial standing,
solvency and compliance with applicable anti-corruption laws.

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Separate and apart from the liability apportionment described in the paragraph above, CNL has agreed to
retain liability in respect of certain on-going litigation disclosed in the CNL Assets SPA.

10.7.22 OML 24 Consortium Agreement

On 4 February 2014, Newton Energy entered into a consortium agreement with Sahara Field Production
Limited and DWC Exploration and Production Company Limited to acquire a 45 per cent. interest in
OML 24 as part of the Group’s OML 24 Bid. The agreement sets out the terms and conditions under
which the parties jointly submitted the OML 24 Bid and the terms that will govern their relationship as
members of the OML 24 Consortium. Sahara Field Production Limited has agreed to act as lead party for
the OML 24 Consortium. The parties have also agreed to form a steering committee which is responsible
for approving a budget for the consortium and establishing an SPV for the purposes of the OML 24 Bid.

10.7.23 OML 29 Consortium Agreement

On 20 February 2014, the Company entered into a consortium agreement with Vertex Energy Nigeria
Limited and VP Global Integrated Energy Limited to acquire a 45 per cent. interest in OML 29 as part of
the Group’s OML 29 Bid. The agreement sets out the terms which govern the parties’ participation in the
OML 29 Bid exercise and the principles to guide negotiation of any agreements necessary for operating the
target assets. The Company agreed to act as lead party for the OML 29 Consortium, including in respect of
leading and conducting negotiations with SPDC and all other parties including NNPC and any
governmental agencies in connection with the OML 29 Bid.

10.7.24 Deposit escrow agreements in respect of the OML 24 Bid, the OML 29 Bid and the NCTL Bid
In respect of the OML 24 Bid, the OML 29 Bid and the NCTL Bid, the Company entered into three
deposit escrow agreements each dated 21 February 2014 with SPDC, Total, AGIP and BNP Paribas
relating to the OML 24 Bid, the OML 29 Bid and the NCTL Bid, respectively. Under the terms of each
deposit escrow agreement, BNP Paribas is holding the Company’s share of the deposit payable by the
Company as a member of the OML 24 Consortium (in respect of the OML 24 Bid) and as a member of the
OML 29 Consortium (in respect of the OML 29 Bid and the NCTL Bid) in an escrow account in the names
of the Company, SPDC, Total and AGIP. The Company’s aggregate share of the respective deposit
amounts was between US$150 million and US$175 million.
Under the terms of each deposit escrow agreement, if the OML 24 Consortium signs (in respect of OML
24) definitive legal documentation to acquire the 45 per cent. participating interest held by SPDC, Total
and AGIP and/or the OML 29 Consortium signs (in respect of OML 29 and/or the NCTL) definitive legal
documentation to acquire the 45 per cent. participating interest held by SPDC, Total and AGIP then the
relevant portion of the aggregate deposit amount will be released to SPDC, Total and AGIP and will form
part of the applicable purchase price. If the OML 24 Consortium (in respect of OML 24) and/or the OML
29 Consortium (in respect of OML 29 and/or the NCTL) does not sign definitive legal documentation or
SPDC does not select them as preferred bidders then the relevant portion of the aggregate deposit amount
will be returned to the members of the OML 24 Consortium and/or the OML 29 Consortium (as
applicable).

10.7.25 KEL/VPL JV gas sale agreement

The Company is in the process of executing (subject to NPDC approval) a gas supply agreement with the
KEL/VPL JV to route sales-quality gas through the proposed KEL/VPL JV gas plant to enable it to extract
liquids. This liquid extraction will result in a sales gas volume of approximately 5 MMscfd. The Company
will be compensated at a unit price of US$4.00/MMBtu (index-linked) on the shrinkage volume only. The
agreement is for a term of 10 years with an option for KEL/VPL JV to request an extension of a further
period not exceeding 10 years. The obligation to purchase gas under this agreement will not commence
before 30 days from the date at which KEL/VPL completes construction and commissioning of gas
processing facilities ready to receive continuous deliveries from the Company. KEL/VPL must give not less
than 12 months’ but not more than 18 months’ notice to the Company specifying when the facilities will be
commissioned. While KEL/VPL agrees to make the commissioning period as short as possible, the
agreement provides for a construction period of up to 24 months from the effective date of the agreement.
Macaulay Ofhurie, a Non-Executive Director of the Company, is also a director of KEL/VPL JV.

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10.7.26 Southfield Petroleum gas sale agreement
On 17 December 2013, the Company entered into an agreement with Southfield Petroleum to route
sales-quality gas through the proposed Southfield Petroleum LPG plant to enable it to extract liquids. This
liquid extraction will result in a sales gas volume of approximately 9 MMscfd. The Company will be
compensated at a unit price of US$4.00/MMBtu (index-linked) on the shrinkage volume only. The
agreement is for a term of 10 years with an option for Southfield Petroleum to request an extension of a
further period not exceeding 10 years. The obligation to purchase gas under this agreement will not
commence before 30 days from the date at which SPL completes construction and commissioning of gas
processing facilities ready to receive continuous deliveries from the Company. SPL must give not less than
12 months’ but not more than 18 months’ notice to the Company specifying when the facilities will be
commissioned. While SPL agrees to make the commissioning period as short as possible, the agreement
provides for a construction period of up to 24 months from the effective date of the agreement.

10.7.27 Azura Power gas sale agreement

The Company has agreed and is in the process of executing (subject to NPDC approval) a gas sale and
purchase agreement with Azura Power to supply it with an annual quantity equal to 42,306,818 MMBtu of
gas at a unit price of US$3.00/MMBtu (index-linked) for a period of 15 years with an option to extend the
period by a further five years by written agreement between the parties. The agreement is subject to the
waiver or satisfaction of certain conditions precedent by a long stop date of 31 March 2014 or such other
later date as the parties may agree up to a maximum of six months. Assuming the agreement has not been
terminated for failure by either the Company to construct facilities for the extraction and delivery of gas, or
Azura to construct facilities to accept gas deliveries, then the obligation to purchase gas under this
agreement will commence no earlier than the 20th month and no later than the 26th month after satisfaction
of all other specified conditions precedent.

11. PROPERTY, PLANT AND DRILLING EQUIPMENT

The Group’s material assets are its participating interests in its OMLs and marginal fields, further details
of which are in Part XVIII: ‘‘Competent Person’s Report on OMLs 4, 38 and 41’’ and Part XIX:
‘‘Competent Person’s Report on the Umuseti/Igbuku Fields’’ of this Prospectus, and its facilities and
equipment, further details of which are in Part VI: ‘‘Letter from the Chairman and Information on the
Group’’, section 5 of this Prospectus. In addition, set out in Part XX: ‘‘Competent Person’s Report on
OML 53’’ of this Prospectus is a description of OML 53, in which, subject to the CNL Assets Acquisition
Completion, the Group will own a 40 per cent. participating interest.

12. LITIGATION
Save as set out below, there are no governmental, legal or arbitration proceedings (including any such
proceedings which are pending or threatened of which the Company is aware) during the 12 months
preceding the date of this Prospectus which may have, or have had, a significant effect on the Company’s
or the Group’s financial position or profitability.
The CNL Assets Acquisition is currently the subject of legal proceedings brought by Brittania U Nigeria
Limited (‘‘Brittania U’’), an unsuccessful bidder for the CNL Assets, and the parties are currently unable
to proceed further with the transaction as a result of an injunction obtained by Brittania U from the
Nigerian Federal High Court in Lagos in December 2013. By a writ of summons and statement of claim,
both dated 12 December 2013, Brittania U, which is a marginal field development company in Nigeria,
commenced legal proceedings against five defendants, including SEPLAT. Brittania U has claimed that
there exists a contract between it and CNL for the acquisition of CNL’s 40 per cent. participating interest
in OMLs 52, 53 and 55, which pre-dates SEPLAT and CNL entering into the CNL Assets SPA. In addition
to claims against all five defendants for declarations, specific performance of the contract claimed to be in
existence by Brittania U and an injunction preventing the defendants from proceeding with the CNL
Assets Acquisition, there is a claim for exemplary damages of US$1 billion against the four defendants
other than CNL, including SEPLAT. These claims have been denied by CNL and SEPLAT. Management
believes that the claims against SEPLAT are without merit. Accordingly, SEPLAT has made no provision
related to the Brittania U claim, including in relation to the exemplary damages claim, in its audited
financial statements as of and for the year ended 31 December 2013.

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13. NIGERIAN COMPANY AND SECURITIES LAWS
SEPLAT is a company registered under CAMA and is subject to Nigerian law. Certain key aspects of
Nigerian company and securities law are summarised below.

13.1 Shares and pre-emption rights

Nigerian law does not give an automatic pre-emption right to existing shareholders. It depends on the
provisions of the articles of association of the company. Section 117 of CAMA in this regard provides as
follows:
‘‘Subject to any limitations in the articles of a company with respect to the number of shares which maybe
unissued and any pre-emptive rights prescribed in the articles on relation to the shares, a company shall have the
power, at such times and for such consideration as it shall determine, to issue shares up to the total number
authorised in the memorandum.’’
Accordingly, the Company has given to shareholders in the Articles a pre-emption right in respect of
future share issues. See paragraph 6.5 of this Part XVII: ‘‘Additional Information’’ for a summary of the
relevant provision in the Articles.

13.2 Dividends and distributions

Under Nigerian law, the directors may recommend to the shareholders in a general meeting the
declaration of dividends and authorise payment of an interim dividend but it is only the company in a
general meeting that can in fact declare a dividend. Further, under Nigerian law, a general meeting cannot
declare a dividend if the directors did not recommend the payment of a dividend.
Also, dividends can only be declared from profits, revenue reserves or realised profits on the sale of a fixed
asset.

13.3 Protection of minority shareholders

CAMA makes extensive provisions for the protection of minority shareholders and permits personal
derivative actions by shareholders under section 300 of CAMA and other provisions of the law.

13.4 Management
CAMA provides a default article for the regulation or management of a company. However, where a
company has adopted its own memorandum and articles of association, these would regulate the
management of the company. Management of a company is vested in its board of directors and the
directors have authority to bind the company. Directors are required under Nigerian law to act honestly
and in good faith with a view to the best interests of the company, and to exercise the care, diligence and
skill that a reasonable director would exercise.
In addition, public companies are expected to comply with the Nigerian Code of Corporate Governance.

13.5 Accounting and audit

A Nigerian public company is obliged to keep financial records. There is a statutory requirement to
prepare and file audited annual financial statements and such financial statements must be first laid before
shareholders in general meeting before the filing with the Nigerian Corporate Affairs Commission and the
Nigerian SEC.

13.6 Inspection of corporate records

The corporate record of every Nigerian company is available for inspection by members of the public at
the Nigerian Corporate Affairs Commission. Information so available includes directors, shareholders,
registered office, registered charges and annual reports.
The shareholders of a Nigerian company do not have a right to inspect the books and records of the
company upon notice, save for when accounts are laid before them at general meeting.

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13.7 Insolvency
CAMA provides for a category of persons who may petition for winding up of a company. The usual
grounds for winding up are inability to pay debts or just and equitable grounds. Only the Federal High
Court has jurisdiction to wind up a company in Nigeria.

13.8 Mandatory takeover bids

Under the provisions of Section 131 of the ISA, any person who acquires (whether by a series of
transactions or otherwise) shares which carry 30 per cent. or more of the voting rights of a company is
obliged to make a takeover offer to the other shareholders of that company. Where any person holding
shares which carry between 30 per cent. and 50 per cent. of the voting rights of a company acquires
additional shares which increase his percentage of voting rights, such person is required to make a takeover
offer to the holder of any class of equity share capital in which such person holds shares. As a prerequisite
to making the takeover bid, the investor shall apply to the SEC for authority to proceed with the bid.

13.9 Squeeze-out
A party can exercise a squeeze-out where it has made an offer (not being a formal takeover offer) within
the previous four months to the shareholders of a company for the transfer of their shares in a company to
such party, and this offer has been accepted by at least three-quarters of the offerees who hold 90 per cent.
or more of the value of the shares of the company, excluding those already held by the offeror or its
nominee.
In the context of a takeover bid, an offeror can acquire the shares of dissenting shareholders where the
offer has been accepted by the holders of 90 per cent. or more of the shares subject to the offer. If the
oferror chooses to acquire the shares of dissenting shareholders, he must, within one month thereafter,
give notice to any dissenting offerees, giving such offeree the option to transfer their shares to the offeror
on the same terms as the original takeover offer or to demand payment of a fair value, as determined by a
court.

13.10 Sell-out
In the context of a takeover bid where, following the bid, the offeror, or parties acting in concert with such
offeror, hold 90 per cent. or more of the shares in that class, the offeror must give notice that it has crossed
the 90 per cent. threshold to the remaining shareholders. Any shareholder who receives such notice may
within two months thereafter, require that the offeror acquires its shares at the price at which the shares
were acquired under the takeover bid, or at a price as may be determined by the court.

14. WORKING CAPITAL

In the opinion of the Company, taking into account the net proceeds receivable by the Company from the
Ordinary Shares available in the Global Offer, the working capital available to the Group is sufficient for
the Group’s present requirements, that is, for at least the next 12 months following the date of this
Prospectus.

15. NO SIGNIFICANT CHANGE

There has been no significant change in the financial or trading position of the Group since 31 December
2013, the date to which the last audited financial information of the Company in Part XII: ‘‘Financial
Information on the Group’’ of this Prospectus was prepared.

16. CONSENTS
16.1 Ernst & Young LLP has given and has not withdrawn its written consent to the inclusion in this
Prospectus of its reports set out in Part XII: ‘‘Financial Information on the Group’’ and Part XIII:
‘‘Unaudited Pro Forma Financial Information’’ of this Prospectus in the form and context in which they
appear and has authorised the contents of those parts of this Prospectus which comprise its reports for the
purposes of Rule 5.5.3R(2)(f) of the Prospectus Rules. As the Ordinary Shares have not been and will not
be registered under the US Securities Act, Ernst & Young LLP has not filed and will not be required to
file a consent under the US Securities Act.

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16.2 DMCL, in its capacity as a Competent Person, has given and not withdrawn its written consent to
the inclusion in this Prospectus of its reports which are set out in Part XVII: ‘‘Competent Person’s Report
on OMLs 4, 38 and 41’’, Part XIX: ‘‘Competent Person’s Report on the Umuseti/Igbuku Fields’’ and
Part XX: ‘‘Competent Person’s Report on OML 53’’ of this Prospectus and references to it in the form and
context in which they appear and has authorised the contents of those parts of this Prospectus which
comprise its report for the purposes of Rule 5.5.3R(2)(f) of the Prospectus Rules.
16.3 For the purpose of admission to trading on the Official Trading List of the NSE, Ernst & Young
Nigeria, the Company’s auditors, Ernst & Young LLP, the Company’s reporting accountant, Udo
Udoma & Belo-Osagie, the legal advisers to the Managers as to Nigerian law, Punuka Attorneys &
Solicitors and Alliance Law Firm, the legal advisers to the Company as to Nigerian law, Stanbic IBTC
Capital Limited and Renaissance Securities (Nigeria) Limited, the Nigerian Joint Issuing Houses, and
Futureview Financial Services Limited, Vetiva Capital Management Limited, BGL Plc and CSL
Stockbrokers Limited have each consented in writing to act in their capacities stated and to their names
being stated in this Prospectus and none of these consents have been withdrawn prior to the approval of
this Prospectus by the SEC and NSE.

17. GENERAL
17.1 Ernst & Young Nigeria have audited the statutory accounts of the Company and have given
unqualified audit reports on the statutory accounts of the Company for the financial years ended
31 December 2011 and 31 December 2012 under Nigerian GAAP and 31 December 2013 under IFRS.
17.2 The expenses relating to the issue of the Ordinary Shares, including the Managers’ fees and
commissions, the UK Listing Authority listing fee, professional fees and expenses and the costs of printing
and distribution of documents, are estimated to amount to US$28.5 million (including applicable VAT)
and are payable by the Company.
17.3 No material changes have occurred since the respective effective dates of the CPRs the omission
of which would make the CPRs misleading.

18. DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents are available for inspection during usual business hours on any weekday
(Saturdays, Sundays and public holidays excepted) at the registered office of the Company, 25a Lugard
Avenue, Ikoyi, Lagos, Nigeria, at the offices of Winston & Strawn London LLP, One Ropemaker Street,
London EC2Y 9AW, United Kingdom, at the offices of Stanbic IBTC Capital Limited, IBTC Place, Walter
Carrington Crescent, Victoria Island, Lagos, Nigeria and Renaissance Securities (Nigeria) Limited,
5th Floor, Professional Centre, Plot 1B, Keystone Bank Crescent, Off Adeyemo Alakija Street, Victoria
Island, Lagos, Nigeria, for the duration of the Global Offer:
(a) the memorandum and articles of association of the Company;
(b) the reports by Ernst & Young LLP which are set out in Part XII: ‘‘Financial Information on the
Group’’ and Part XIII: ‘‘Unaudited Pro Forma Financial Information’’ of this Prospectus;
(c) the CPRs;
(d) the consent letters referred to in paragraphs 16.1 and 16.2 above;
(e) the certificate of incorporation of the Company;
(f) the shareholders’ resolutions authorising the Global Offer;
(g) the board resolutions recommending the Global Offer;
(h) the letter of approval of the book building from the SEC;
(i) the Nigerian Vending Agreement;
(j) the Depositary Agreement; and
(k) this Prospectus.

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268
 PART XVIII
COMPETENT PERSON’S REPORT ON OMLs 4, 38 AND 41

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 DeGolyer and MacNaughton Canada Limited
3 1 1 S i xth A v e n ue S . W., S u i t e 1 4 3 0
Int ac t P la ce , East T owe r
Calgary, Alberta, Canada, T2P 3H2

COMPETENT PERSON’S REPORT

as of
OCTOBER 31, 2013
on
CERTAIN PROPERTIES
in
OML-4, OML-38, AND OML-41
owned by
SEPLAT PETROLEUM DEVELOPMENT COMPANY PLC
in
NIGERIA

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TABLE OF CONTENTS
EXECUTIVE SUMMARY ............................................................................................. 5
DEFINITION OF RESERVES .................................................................................. 18
DEFINITION of CONTINGENT RESOURCES ..................................................... 21
DEFINITION OF PROSPECTIVE RESOURCES ................................................. 23
FIELD SUMMARIES .................................................................................................. 24
Regional Geology ........................................................................................................ 24
Reservoir Geology ....................................................................................................... 25
Production Performance............................................................................................. 27
Seplat Five-Year Development Plan ......................................................................... 29
Gas Strategy ............................................................................................................... 31
Facilities Infrastructure ............................................................................................. 31
OML-4 ......................................................................................................................... 33
OML-38 ....................................................................................................................... 34
OML-41 ....................................................................................................................... 34
OML-4, OML -38 and OML-41 .................................................................................. 34
Status .......................................................................................................................... 35
Valuation of Reserves ................................................................................................. 37
Reserves ...................................................................................................................... 43
OML-4 ...................................................................................................................... 43
OML-38 .................................................................................................................... 46
OML-41 .................................................................................................................... 56
Estimation of Reserves ........................................................................................... 64
Contingent Resources ................................................................................................. 68
OML-4 ...................................................................................................................... 68
OML-38 .................................................................................................................... 69
OML-41 .................................................................................................................... 75
Estimation of Contingent Resources ...................................................................... 77
Prospective Resources ................................................................................................ 82
OML-4 ...................................................................................................................... 82
OML-38 .................................................................................................................... 82
OML-41 .................................................................................................................... 85
Estimation of Prospective Resources ..................................................................... 85
ENVIRONMENT and FACILITY ............................................................................. 88
Introduction ................................................................................................................ 88
Facilities Visited ......................................................................................................... 91
Sapele Flowstation (SFS) ........................................................................................ 91
NGC Sapele Compressor Station (NSCS) .............................................................. 92
Sapele Gas Plant ..................................................................................................... 93
Amukpe Flowstation ............................................................................................... 94
Amukpe Liquid Treatment Facility ....................................................................... 95
Amukpe Manifold .................................................................................................... 95
Ovhor Oil Manifold (OOM1) ................................................................................... 95
Oben Gas Plant (OGP) ............................................................................................ 95
Oben Flowstation (OBS) ......................................................................................... 96
Oben Compressor Station (OCS) ............................................................................ 97
Rapele (LACT) Oil Manifold ................................................................................... 97
Conclusion ................................................................................................................... 98
SUMMARY AND CONCLUSIONS ........................................................................... 99
REFERENCES CITED ............................................................................................. 100
Professional Qualifications ...................................................................................... 101

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TABLE OF CONTENTS
CERTIFICATE of QUALIFICATION
TABLES
Table 1 – Seplat – Working Interest Summary
Table 2 – Reserves and Contingent Resource Fields Evaluated
Table 3 – Gross Reserves
Table 4 – Gross Reserves – Oil Equivalent
Table 5 – Working-Interest Reserves
Table 6 – Working-Interest Reserves – Oil Equivalent
Table 7 – Gross Contingent Resources
Table 8 – Gross Contingent Resources – Oil Equivalent
Table 9 – Working-Interest Contingent Resources
Table 10 – Working-Interest Contingent Resources – Oil Equivalent
Table 11 – Gross Prospective Oil Resources Summary
Table 12 – Working-Interest Prospective Oil Resources Summary
Table 13 – Five Year Development Plan - Reserves
Table 14 – Five Year Development Plan – Contingent Resources
Table 15 – Reserves – Working-Interest After Tax Net Present Values –
Sensitivity Cases
Table 16 – Gross Reserves
Table 17 – Gross Reserves – Oil Equivalent
Table 18 – Working-Interest Reserves
Table 19 – Working-Interest Reserves – Oil Equivalent
Table 20 – Reserves – Working-Interest After Tax Net Present Values
Discounted at 10%
Table 21 – Gross Contingent Resources
Table 22 – Gross Contingent Resources – Oil Equivalent
Table 23 – Working-Interest Contingent Resources
Table 24 – Working-Interest Contingent Resources – Oil Equivalent
Table 25 – Gross Prospective Oil Resources Summary
Table 26 – Working-Interest Prospective Oil Resources Summary
Table 27 – Working-Interest Reserves Summary
Table 28 – Working-Interest Contingent Resource Summary
FIGURES
Figure 1 – Property Index Map – Nigeria
Figure 2 – Property Index Map – Seplat Reserve and Contingent Resource
Fields, Nigeria
Figure 3 – Property Index Map – Seplat Prospective Resource Fields, Nigeria
Figure 4 – Stratigraphic Column Illustrating the Three Major Formations of
the Niger Delta
Figure 5 – Example of Niger Delta Oil Fields Structures and Associated Trap
Types
Figure 6 – Seplat Total Company Oil Profile
Figure 7 – Seplat Total Company Gas Profile
Figure 8 – Facilities and Pipeline Infrastructure
Figure 9 – Oben Field Structure Map – D7000 Reservoir

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TABLE OF CONTENTS
FIGURES (continued)
Figure 10 – Oben Field Structure Map – F7800 Reservoir
Figure 11 – Amukpe Field Structure Map – E1400 Reservoir
Figure 12 – Okporhuru Field Structure Map – U5000 Reservoir
Figure 13 – Okporhuru Field Structure Map – V2000 Reservoir
Figure 14 – Okporhuru Field – Schematic Cross-Section
Figure 15 – Ovhor Field Structure Map – I1000 Reservoir
Figure 16 – Ovhor Field – Schematic Cross-Section
Figure 17 – Ovhor Field – Geological Cross-Section
Figure 18 – Okoporo Field Structure Map – C3000 Reservoir
Figure 19 – Ubaleme Field Structure Map – D1000 Reservoir
Figure 20 – Okoporo Field – Schematic Cross-Section
Figure 21 – Sapele Field Shallow Structure Map – B3500 Reservoir
Figure 22 – Sapele Field Deep Structure Map – G4000 Reservoir
Figure 23 – Sapele Field Deep Reservoirs – Schematic Cross-Section
Figure 24 – Mosogar Field – Seismic Section of the Shallow Paralic Sequence
over Mosogar-002
Figure 25 – Mosogar Field Structure Map – U3000 Reservoir
Figure 26 – Okwefe Field Structure Map – U0700A Reservoir
Figure 27 – Orogho Field Structure Map – D1000 Reservoir
Figure 28 – Regional Seismic Cross-Section from Sapele Field to Jesse Field
Figure 29 – Schematic of Seplat Production Facilities
APPENDIX
TABLES
Table A - DeGolyer and MacNaughton Price Forecast
Table A-1 – Seplat Gas Contract Price
Table B – Seplat’s Working Interest Reserve Production Forecast – Total
Company
Table C – Seplat’s Working Interest Reserve Production Forecast – OML-4
Table D – Seplat’s Working Interest Reserve Production Forecast – OML-38
Table E – Seplat’s Working Interest Reserve Production Forecast – OML-41
Table F – Seplat’s Working Interest Reserve Cost Forecast – Total
Company
Table G – Seplat’s Working Interest Reserve Cost Forecast – OML-4
Table H – Seplat’s Working Interest Reserve Cost Forecast – OML-38
Table I – Seplat’s Working Interest Reserve Cost Forecast – OML-41
Table J – Seplat’s Working Interest Contingent Resource Production
Forecast – Total Company
Table K – Seplat’s Working Interest Contingent Resource Production
Forecast – OML-4
Table L – Seplat’s Working Interest Contingent Resource Production
Forecast – OML-38
Table M – Seplat’s Working Interest Contingent Resource Production
Forecast – OML-41

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TABLE OF CONTENTS
APPENDIX (continued)
Table N – Seplat’s Working Interest Contingent Resource Cost Forecast –
Total Company
Table O – Seplat’s Working Interest Contingent Resource Cost Forecast –
OML-4
Table P – Seplat’s Working Interest Contingent Resource Cost Forecast –
OML-38
Table Q – Seplat’s Working Interest Contingent Resource Cost Forecast –
OML-41
CORPORATE SUMMARIES – FORECAST PRICE CASE
RESERVES BASE CASE
Proved Developed Producing Reserves
Table 1A –Summary of Reserves and Net Present Values – Total Company
Table 1B –Summary of Production and Future Net Revenue – Total Light Oil
Table 1C –Summary of Production and Future Net Revenue – Total Heavy Oil
Table 1D –Summary of Production and Future Net Revenue – Total Non-
Associated Sales Gas
Table 1E –Summary of Production and Future Net Revenue – Total Solution
Gas
Table 1F –Summary of Production and Future Net Revenue – Total Condensate
Table 1G –Summary of Production and Future Net Revenue – Total Company
Table 1H –Income Tax Summary – Total Company
Total Proved Developed Reserves
Table 2A –Summary of Reserves and Net Present Values – Total Company
Table 2B –Summary of Production and Future Net Revenue – Total Light Oil
Table 2C –Summary of Production and Future Net Revenue – Total Heavy Oil
Table 2D –Summary of Production and Future Net Revenue – Total Non-
Associated Sales Gas
Table 2E –Summary of Production and Future Net Revenue – Total Solution
Gas
Table 2F –Summary of Production and Future Net Revenue – Total Condensate
Table 2G –Summary of Production and Future Net Revenue – Total Company
Table 2H –Income Tax Summary – Total Company
Total Proved Reserves
Table 3A –Summary of Reserves and Net Present Values – Total Company
Table 3B –Summary of Production and Future Net Revenue – Total Light Oil
Table 3C –Summary of Production and Future Net Revenue – Total Heavy Oil
Table 3D –Summary of Production and Future Net Revenue – Total Non-
Associated Sales Gas
Table 3E –Summary of Production and Future Net Revenue – Total Solution
Gas
Table 3F –Summary of Production and Future Net Revenue – Total Condensate
Table 3G –Summary of Production and Future Net Revenue – Total Company
Table 3H –Income Tax Summary – Total Company
Total Proved-plus-Probable Reserves
Table 4A –Summary of Reserves and Net Present Values – Total Company
Table 4B –Summary of Production and Future Net Revenue – Total Light Oil
Table 4C –Summary of Production and Future Net Revenue – Total Heavy Oil
Table 4D –Summary of Production and Future Net Revenue – Total Non-
Associated Sales Gas

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TABLE OF CONTENTS
APPENDIX (continued)
Table 4E –Summary of Production and Future Net Revenue – Total Solution
Gas
Table 4F –Summary of Production and Future Net Revenue – Total Condensate
Table 4G –Summary of Production and Future Net Revenue – Total Company
Table 4H –Income Tax Summary – Total Company
Total Proved-plus-Probable-plus-Possible Reserves
Table 5A –Summary of Reserves and Net Present Values – Total Company
Table 5B –Summary of Production and Future Net Revenue – Total Light Oil
Table 5C –Summary of Production and Future Net Revenue – Total Heavy Oil
Table 5D –Summary of Production and Future Net Revenue – Total Non-
Associated Sales Gas
Table 5E –Summary of Production and Future Net Revenue – Total Solution
Gas
Table 5F –Summary of Production and Future Net Revenue – Total Condensate
Table 5G –Summary of Production and Future Net Revenue – Total Company
Table 5H –Income Tax Summary – Total Company
CORPORATE SUMMARIES – FORECAST PRICE CASE
CONTINGENT RESOURCES BASE CASE
1C Contingent Resources
Table 1A –Summary of Resources– Total Company
Table 1G –Summary of Production and Future Net Costs – Total Company
2C Contingent Resources
Table 2A –Summary of Resources – Total Company
Table 2G –Summary of Production and Future Net Revenue – Total Company
3C Contingent Resources
Table 3A –Summary of Resources – Total Company
Table 3G –Summary of Production and Future Net Revenue – Total Company
CORPORATE SUMMARIES – FORECAST PRICE CASE
PROSPECTIVE RESOURCES BASE CASE
Table P1 –Prospect Portfolio Summary
Table 1 –Estimate of the Gross Prospective Oil Resources
Table 2 –Estimate of the Working-Interest Prospective Oil Resources
Table 3 –Probability Distributions
PROPERTIES EVALUATED
Reserves
Amukpe
Oben
Okoporo and Ubaleme
Okporhuru
Ovhor
Sapele
Contingent Resources
Amukpe Resource
Mosogar Resource
Oben Resource
Okoporo and Ubaleme Resource
Okwefe Resource
Orogho Resource
Ovhor Resource
Sapele Resource

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 DeGolyer and MacNaughton Canada Limited
3 1 1 S i xth A v e n ue S . W., S u i t e 1 4 3 0
Int ac t P la ce , East T owe r
Calgary, Alberta, Canada, T2P 3H2

March 6, 2014

Seplat Petroleum Development Company PLC

25a, Lugard Avenue, Ikoyi
Lagos, Nigeria

Dear Sir/Madam:

Pursuant to your request, we have prepared an appraisal of the estimates

as of October 31, 2013, of the extent of certain proved, probable, and possible
light/medium oil, moderately heavy oil, natural gas, and condensate reserves and
estimates of the value of the proved (1P), proved-plus-probable (2P), and proved-
plus-probable-plus-possible (3P) reserves, the extent of the 1C (Low), 2C (Best),
and 3C (High) contingent resources, and the extent of the Low, Best, and High
estimate prospective resources of three oil mining lease (OML) concessions (OML-
4, OML-38, and OML-41), located in the northern part of the Niger Delta region of
Nigeria, in which Seplat Petroleum Development Company PLC (Seplat) has
represented that it owns an interest and is the operator.

Estimated revenue and costs attributable to Seplat’s interests in the 1P, 2P,
and 3P reserves, after income tax, as of October 31, 2013, of the properties
appraised under the aforementioned assumptions concerning future prices and
costs for the Forecast Price Case are summarized as follows, expressed in millions
of U.S. dollars (MM U.S.$):

TOTAL COMPANY COMPANY SHARE - FORECAST PRICE CASE

Future Net Revenue After Income Tax as of October 31, 2013
Undis- Discounted
Reserve Category counted at 5% at 10% at 15% at 20%
MM U.S.$ MM U.S.$ MM U.S.$ MM U.S.$ MM U.S.$

Proved Developed
Producing 586 557 518 481 449
Non-Producing 380 292 239 203 177
Proved Undeveloped 203 133 87 57 36

Total Proved 1,169 982 844 741 662

Probable 769 515 355 252 184

Total Proved + Probable 1,938 1,497 1,199 993 846

Possible 541 315 198 135 99

Total Proved + Prob + Poss 2,479 1,812 1,397 1,128 945

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Estimates of proved, probable, and possible reserves, contingent resources,

and prospective resources have been prepared according to the Petroleum
Resources Management System (PRMS) approved in March 2007 by the Society of
Petroleum Engineers, the World Petroleum Council, the American Association of
Petroleum Geologists, and the Society of Petroleum Evaluation Engineers.

This Competent Person’s Report (CPR) has been prepared for the purpose
of assisting Seplat in its application for a main board listing on the London Stock
Exchange. In the preparation of this CPR, DeGolyer and MacNaughton Canada
Limited (DMCL) has followed the requirements of the “Prospectus Rules” as
published by the UK Financial Conduct Authority from time to time and governed
by the UK Listing Authority and the European Securities and Markets Authority
(ESMA) update of the Committee of European Securities Regulator’s
recommendations for the implementation of Commission Regulation No.809/2004
implementing the Prospectus Directive (ESMA/2013/319) dated March 20, 2013.

Reserves estimated in this report are expressed as gross and working-

interest reserves. Gross reserves are defined as the total estimated petroleum to be
produced from these properties after October 31, 2013. Working-interest reserves
are defined as Seplat’s working interest reserves before deduction of royalties.

Values for 1P, 2P, and 3P reserves in this report were estimated using the
DMCL Brent price forecast for oil and is subject to the Forcados Blend Premium of
3 percent (included as Table A in the Appendix section of this report) and price for
gas as specified by Seplat. An explanation of the future price and cost assumptions
is included in the Valuation of Reserves section of this report. Values shown in this
report are expressed in terms of future net revenue and net present worth. Future
net revenue is defined as the revenue attributable to the interests of Seplat after
deducting direct operating expenses, capital costs, and host country taxes,
including royalties. Operating expenses include field operating expenses,
transportation expenses, overhead costs, general and administrative expenses, and
compression charges. Capital costs include such items as platforms, pipelines,
drilling, well completion, gathering systems, plant/facility, and compressors.
Future income tax expenses were taken into account for the appropriate Nigerian
taxes to be paid. Net present worth is defined as the future net revenue derived
from proved, probable, and possible reserves discounted at a specified arbitrary
discount rate compounded monthly over the expected period of realization. Present
worth values estimated herein are included at a discount rate of 10 percent.

The contingent resources estimated herein are those quantities of

petroleum that are potentially recoverable from known accumulations but which

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are not currently considered to be commercially recoverable. The contingent

resources are not deemed to be commercially recoverable as there is no
development plan, the necessary capital is unavailable, the project has not received
government approval, facility capacity is unavailable, there is no established
market to sell the products, or the burden of environmental compliance is
uncertain. The relevant reason for contingency for each individual field is
summarized under the Field Summaries heading of this report. The contingent
resources estimates in this report are provided as a means of comparison to other
contingent resources and do not provide a means of direct comparison to reserves.

The contingent resources estimated in this report are expressed as gross

contingent resources and working-interest contingent resources. Gross contingent
resources are defined as the total estimated petroleum that is potentially
recoverable after October 31, 2013. Working-interest contingent resources are
defined as that portion of the gross contingent resources potentially to be produced
from the properties attributable to the interests owned by Seplat, as of
October 31, 2013, before deduction of royalties.

Contingent resources quantities should not be confused with those

quantities that are associated with reserves due to the additional risks involved.
The contingent resources quantities that might actually be recovered, should they
be developed, may differ significantly from the estimates presented herein. The
contingent resources estimated in this report have an economic status of
“Marginal” and a project maturity of “Development Pending.”

The prospective resources estimated herein are those quantities of

petroleum that are potentially recoverable from accumulations yet to be
discovered. Due to the uncertainty of commerciality and the lack of sufficient
exploration drilling, the prospective resources estimated herein cannot be
classified as contingent resources or reserves. The prospective resources estimates
in this report are not provided as a means of comparison to contingent resources or
reserves.

The prospective resources estimated in this report are expressed as gross

prospective resources and working-interest prospective resources. Gross
prospective resources are defined as the total estimated petroleum that is
potentially recoverable after October 31, 2013. Working-interest prospective
resources are defined as that portion of the gross prospective resources potentially
to be produced from the properties attributable to the interests owned by Seplat, as
of October 31, 2013, before deduction of royalties.

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DMCL prepared a model to estimate petroleum initially in place (PIIP) of

the prospective resources that might be realized should these prospective resources
be successfully discovered and developed. There is no certainty that any portion of
the prospective resources estimated herein will be discovered. If discovered, there
is no certainty that it will be commercially viable to produce any portion of the
prospective resources evaluated.

Prospective resources quantities estimates should not be confused with

those quantities that are associated with contingent resources or reserves due to
the additional risks involved. The quantities that might actually be recovered
should they be discovered and developed may differ significantly from the
estimates presented herein.

In this report, key information has been provided on the fields evaluated
herein. Insofar as DMCL is aware, there are no special factors which would affect
the production business of Seplat that would require additional information for the
proper evaluation of these fields. We have prepared estimates of Seplat’s reserves,
contingent resources, and prospective resources as of October 31, 2013. Reserves
estimated herein are, by definition, commercial. Economic limits are based on the
price and cost assumptions provided by Seplat and contained in the Valuation of
Reserves section of this report.

Estimates of petroleum reserves, future net revenue, contingent resources,

and prospective resources should be regarded only as estimates that may change
as additional information becomes available. Not only are such reserves,
contingent resources, revenue and potential revenue estimates based on that
information which is currently available, but such estimates are also subject to the
uncertainties inherent in the application of judgmental factors in interpreting such
information.

In the preparation of this report, reliance has been placed upon information
provided by Seplat with respect to the property interests to be evaluated,
production from such properties, current costs of operation and development,
current prices for production, agreements relating to current and future
operations, sales of production, concession expiration dates, and additional data
that were accepted as presented. Although we have not conducted an independent
verification, the information used in this report appears reasonable. The technical
staff of Seplat involved with the assessment and implementation of development of
Seplat’s petroleum assets adhere to the generally accepted practices of the
petroleum industry.

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EXECUTIVE SUMMARY

Seplat has represented that it holds a 45-percent interest in OML-4,

OML-38, and OML-41. The properties are illustrated on Figure 1. Twenty fields
located within these OMLs have been evaluated herein. The following table details
the working-interests in each OML block.

Table 1
Seplat - Working-Interest Summary
Area
Seplat WI
Block Operator (%) (km 2 ) Expiration Date

OML-4 Seplat 45% 267 July 1, 2019

OML-38 Seplat 45% 2,094 July 1, 2019
OML-41 Seplat 45% 291 July 1, 2019

Figure 1
Property Index Map - Nigeria

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Seplat is the operator of OML-4, OML-38, and OML-41, of which Seplat

holds a 45-percent interest, and the Nigerian Petroleum Development Company
(NPDC) holds the remaining 55-percent interest.

In 1960, OML-4 was awarded to the Shell Petroleum Development

Company (SPDC), Total E&P Nigeria Limited, and the Nigerian AGIP Oil
Company Limited. OML-38 and OML-41 were awarded in 1962. The OML licenses
were renewed in July 1989 for a 30-year term, expiring in July 2019. Seplat was
successful in taking over these licenses on July 30, 2010, under the original
contract terms. Under the Nigerian 1969 Petroleum Act, operators are able to
extend their licenses for a period of 30 years if they are in good standing with the
Government. Seplat has represented in a letter that it will apply for an extension
of the OML licenses and has also provided evidence of precedents set of renewal by
the Government for other operators. For the purposes of this report, it has been
considered that Seplat is likely to be granted an extension. A renewal fee will be
applied at that stage.

A site visit was undertaken on April 22, 2013, and on June 21, 2013.
DMCL’s observation and findings of the April 22, 2013, site visit are included
under the Environment and Facility heading of this report. The visit was
successful in examining the facilities and operations of Seplat and determined that
they complied with the normal international standards of operations, health,
safety, and environment. DMCL is of the opinion that the facility and its
operations in Nigeria are in good standing. The facility available is able to sustain
the production forecast in the 2P case; however, DMCL will be proposing
expansion to the Sapele facility in order to handle the forecast contingent
resources, which are scheduled to be placed on production by 2017.

Since Seplat has taken over the operatorship of OML-4, OML-38 and
OML-41, the production rate has increased from approximately 14 thousands of
barrels (Mbbl) of oil per day in August 2010 to approximately 50 Mbbl of oil per
day to April 2013. Seplat has exceeded its projected year-end 2013 production rate
60 Mbbl of oil per day as of May 2013 and has demonstrated competence and
expertise to operate and optimize the fields. Seplat has secured drilling and
completion rigs to continue increasing its projected production rates.

DMCL has reviewed 20 fields, of which only 5 fields (Amukpe, Oben,

Okporhuru, Ovhor, and Sapele) are currently producing. Reserves have been
assigned to the producing fields (Amukpe, Oben, Okporhuru, Ovhor, and Sapele)
and to the non-producing fields (Okoporo and Ubaleme).

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Contingent resources have been estimated for the following fields: Amukpe,
Mosogar, Oben, Okoporo and Ubaleme, Okwefe, Orogho, Ovhor, Sapele, and
Umuseti and Obodugwa. The principal contingencies are regulatory and internal
approvals, absence of the development in the next 2-year budget, facility capacity,
and production sales agreements. A property index map for reserves and
contingent resources fields is included on Figure 2.

In order to estimate barrels of oil equivalent (boe), marketable gas volumes

were converted using a conversion rate of 5,800 cubic feet of gas per boe. Listed in
the following table are the fields evaluated that contain reserves and contingent
resources.

Table 2
Reserves and Contingent Resource Fields Evaluated
Block Field Producing Status

OML-4 Oben Producing

OML-38 Amukpe Producing
OML-38 Mosogar Non-Producing
OML-38 Okporhuru Producing
OML-38 Okwefe Non-Producing
OML-38 Orogho Non-Producing
OML-38 Ovhor Producing
OML-41 Ovhor Producing
OML-41 Okoporo & Ubaleme Non-Producing
OML-41 Sapele Producing

Prospective resources have been given a geological chance of success, and

quantities were estimated for the following fields, as illustrated on Figure 3:
Abraka NE, Jesse North, Nugu East, Oben East, Ogegere, Ogume, Olukun North,
Onitcha South, and Ubaleme West.

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Figure 2
Property Index Map – Seplat Reserve and Contingent Resource Fields, Nigeria

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Figure 3
Property Index Map – Seplat Prospective Resource Fields, Nigeria

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Estimates of the gross total 1P, 2P, and 3P oil, natural gas, and condensate
reserves for the properties evaluated in this report are summarized as follows,
expressed in Mbbl and millions of cubic feet (MMcf):

Table 3
Gross Reserves
Oil and Condensate Marketable Gas
1P 2P 3P 1P 2P 3P
Block Field (Mbbl) (Mbbl) (Mbbl) (MMcf) (MMcf) (MMcf)

OML-4 Oben 45,904 68,209 84,756 431,096 918,938 1,065,651

OML-38 Amukpe 771 1,198 1,598 878 1,360 1,816

OML-38 Okporhuru 21,071 42,682 56,251 34,969 49,784 59,082

OML-38 Ovhor 27,950 35,273 43,457 6,333 7,999 9,962

OML-41 Ovhor 27,950 35,273 43,457 6,333 7,999 9,962

OML-41 Okoporo & Ubaleme - 2,453 3,762 - 338 520

OML-41 Sapele 27,604 41,036 60,520 221,038 287,958 342,938

Total 151,251 226,124 293,800 700,647 1,274,376 1,489,931

Notes:
1. Marketable gas has been converted to barrels of oil equivalent on a field-by-field basis.
2. Numbers in this table may not add exactly due to rounding.

Estimates of the gross total 1P, 2P, and 3P oil, natural gas, and condensate
reserves for the properties evaluated in this report are summarized as follows,
expressed in thousands of barrels of oil equivalent (Mboe):

Table 4
Gross Reserves
Oil Equivalent
1P 2P 3P
Block Field (Mboe) (Mboe) (Mboe)

OML-4 Oben 120,231 226,646 268,489

OML-38 Amukpe 922 1,432 1,911

OML-38 Okporhuru 27,100 51,266 66,438

OML-38 Ovhor 29,042 36,652 45,174

OML-41 Ovhor 29,042 36,652 45,174

OML-41 Okoporo & Ubaleme - 2,512 3,852

OML-41 Sapele 65,714 90,683 119,647

Total 272,052 445,844 550,685

Notes:
1. Marketable gas has been converted to barrels of oil equivalent on a field-by-field basis.
2. Numbers in this table may not add exactly due to rounding.

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Estimates of the working-interest total 1P, 2P, and 3P oil, natural gas, and
condensate reserves evaluated for this report are listed as follows, expressed in
Mbbl and MMcf:

Table 5
Working-Interest Reserves
Oil and Condensate Marketable Gas
1P 2P 3P 1P 2P 3P
Block Field (Mbbl) (Mbbl) (Mbbl) (MMcf) (MMcf) (MMcf)

OML-4 Oben 20,657 30,694 38,140 193,993 413,522 479,543

OML-38 Amukpe 347 539 719 395 612 817

OML-38 Okporhuru 9,482 19,207 25,313 15,736 22,403 26,587

OML-38 Ovhor 12,578 15,873 19,556 2,850 3,600 4,483

OML-41 Ovhor 12,578 15,873 19,556 2,850 3,600 4,483

OML-41 Okoporo & Ubaleme - 1,104 1,693 - 152 234

OML-41 Sapele 12,422 18,466 27,234 99,467 129,581 154,322

Total 68,063 101,756 132,210 315,291 573,469 670,469

Notes:
1. Marketable gas has been converted to barrels of oil equivalent on a field-by-field basis.
2. Numbers in this table may not add exactly due to rounding.

Estimates of the working-interest total 1P, 2P, and 3P oil, natural gas, and
condensate reserves evaluated for this report are listed as follows, expressed in
Mboe:

Table 6
Working-Interest Reserves
Oil Equivalent
1P 2P 3P
Block Field (Mboe) (Mboe) (Mboe)

OML-4 Oben 54,104 101,991 120,820

OML-38 Amukpe 415 645 860

OML-38 Okporhuru 12,195 23,070 29,897

OML-38 Ovhor 13,069 16,494 20,328

OML-41 Ovhor 13,069 16,494 20,328

OML-41 Okoporo & Ubaleme - 1,130 1,733

OML-41 Sapele 29,571 40,808 53,841

Total 122,424 200,630 247,808

Notes:
1. Marketable gas has been converted to barrels of oil equivalent on a field-by-field basis.
2. Numbers in this table may not add exactly due to rounding.

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Contingent resources have been estimated for certain properties owned by

Seplat in Nigeria. The contingent resources estimated for certain fields in Nigeria
reflect undeveloped discoveries where the development plan is not yet confirmed,
or requires further development to satisfy the break even test.

The estimated gross oil, natural gas, and condensate contingent resources
for the properties evaluated in this report are summarized as follows, expressed in
Mbbl and MMcf:

Table 7
Gross Contingent Resources
Oil and Condensate Marketable Gas
1C 2C 3C 1C 2C 3C
Block OML (Mbbl) (Mbbl) (Mbbl) (MMcf) (MMcf) (MMcf)

OML-4 Oben 9,567 12,689 15,736 11,533 63,509 72,622

OML-38 Amukpe - 2,624 2,958 - 46,436 52,311

OML-38 Mosogar - - 5,160 - - 2,451

OML-38 Okporhuru - - - - - -

OML-38 Okwefe - 25,724 45,427 - 22,978 54,267

OML-38 Orogho 16,489 22,131 27,747 32,638 73,687 109,558

OML-38 Ovhor - 604 729 - 91 109

OML-41 Ovhor - 604 729 - 91 109

OML-41 Okoporo & Ubaleme - 8,411 10,907 - 933 1,202

OML-41 Sapele 18,036 81,144 190,358 21,122 42,400 152,884

Total 44,091 153,932 299,749 65,293 250,124 445,514

Notes:
1. There is no certainty that it will be commercially viable to produce any portion of the contingent resources
evaluated herein.
2. Contingent resources have an economic status of "Marginal"
3. Okwefe gross pool values are not representitive of the entire pool only the portion that lies within OML-41. Seplat's
unitized interest applies to the entire pool and so actual gross pool volumes are larger than what is represented.
4. Okwefe Field is unitized at an estimated 10.8 percent working interest
5. Numbers in this table may not add exactly due to rounding.

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The estimated gross oil, natural gas, and condensate contingent resources
for the properties evaluated in this report are summarized as follows, expressed in
Mboe:

Table 8
Gross
Contingent Resources
Oil Equivalent
1C 2C 3C
Block OML (Mboe) (Mboe) (Mboe)

OML-4 Oben 11,555 23,639 28,257

OML-38 Amukpe - 10,631 11,977

OML-38 Mosogar - - 5,583

OML-38 Okporhuru - - -

OML-38 Okwefe - 29,685 54,783

OML-38 Orogho 22,116 34,836 46,636

OML-38 Ovhor - 620 748

OML-41 Ovhor - 620 748

OML-41 Okoporo & Ubaleme - 8,572 11,114

OML-41 Sapele 21,677 88,455 216,717

Total 55,349 197,057 376,562

Notes:
1. There is no certainty that it will be commercially viable to produce any portion of the
contingent resources evaluated herein.
2. Contingent resources have an economic status of "Marginal".
3. Okwefe gross pool values are not representitive of the entire pool only the portion that lies
within OML-41. Seplat's unitized interest applies to the entire pool and so actual gross pool
volumes are larger than what is represented.
4. Okwefe Field is unitized at an estimated 10.8 percent working interest.
5. Numbers in this table may not add exactly due to rounding.

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The estimated working-interest oil, natural gas, and condensate contingent

resources for the properties evaluated in this report are summarized as follows,
expressed in Mbbl and MMcf:

Table 9
Working-Interest Contingent Resources
Oil and Condensate Marketable Gas
1C 2C 3C 1C 2C 3C
Block OML (Mbbl) (Mbbl) (Mbbl) (MMcf) (MMcf) (MMcf)

OML-4 Oben 4,305 5,710 7,081 5,190 28,579 32,680

OML-38 Amukpe - 1,181 1,331 - 20,896 23,540

OML-38 Mosogar - - 2,322 - - 1,103

OML-38 Okporhuru - - - - - -

OML-38 Okwefe - 2,773 4,897 - 2,477 5,850

OML-38 Orogho 7,420 9,959 12,486 14,687 33,159 49,301

OML-38 Ovhor - 272 328 - 41 49

OML-41 Ovhor - 272 328 - 41 49

OML-41 Okoporo & Ubaleme - 3,785 4,908 - 420 541

OML-41 Sapele 8,116 36,515 85,661 9,505 19,080 68,798

Total 19,841 60,467 119,342 29,382 104,693 181,911

Notes:
1. There is no certainty that it will be commercially viable to produce any portion of the contingent resources
evaluated herein.
2. Contingent resources have an economic status of "Marginal".
3. Okwefe Field is unitized at an estimated 10.8 percent working interest.
4. Numbers in this table may not add exactly due to rounding.

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The estimated working-interest oil, natural gas, and condensate contingent

resources for the properties evaluated in this report are summarized as follows,
expressed in Mboe:

Table 10
Working-Interest
Contingent Resources
Oil Equivalent
1C 2C 3C
Block OML (Mboe) (Mboe) (Mboe)

OML-4 Oben 5,200 10,637 12,715

OML-38 Amukpe - 4,784 5,390

OML-38 Mosogar - - 2,512

OML-38 Okporhuru - - -

OML-38 Okwefe - 3,200 5,906

OML-38 Orogho 9,952 15,676 20,986

OML-38 Ovhor - 279 336

OML-41 Ovhor - 279 336

OML-41 Okoporo & Ubaleme - 3,857 5,001

OML-41 Sapele 9,755 39,805 97,523

Total 24,907 78,518 150,706

Notes:
1. There is no certainty that it will be commercially viable to produce any portion of the
contingent resources evaluated herein.
2. Contingent resources have an economic status of "Marginal".
3. Okwefe Field is unitized at an estimated 10.8 percent working interest.
4. Numbers in this table may not add exactly due to rounding.

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A probabilistic model was generated on the basis of an estimated success of

exploration of these prospects. The estimated gross prospective oil resources for the
properties evaluated in this report are summarized as followed, expressed in Mbbl:

Table 11
Gross Prospective Oil Resources Summary
Pg-
Probability
Adjusted
Low Best High Mean of Geologic Mean

License/ Estimate Estimate Estimate Estimate Success, Pg Estimate

Prospect Block (Mbbl) (Mbbl) (Mbbl) (Mbbl) (Mbbl) (Mbbl)

Abraka NE OML-38 2,152 3,996 7,279 4,453 0.464 2,065

Jesse North OML-38 4,197 7,813 13,838 8,581 0.417 3,579
Nugu East OML-38 2,169 3,936 6,862 4,293 0.379 1,625
Oben East OML-4 2,464 4,075 6,870 4,464 0.320 1,428
Ogegere OML-38 1,397 2,767 5,431 3,164 0.560 1,772
Ogume OML-38 576 1,661 4,147 2,083 0.455 948
Olokun North OML-38 4,761 9,094 16,594 10,081 0.412 4,156
Onitcha South OML-38 1,285 2,694 5,296 3,070 0.532 1,634
Ubaleme West OML-41 1,867 3,922 7,796 4,494 0.528 2,371

Statistical Aggregate 34,689 43,751 55,855 44,683 0.438 19,577

Arithmetic Summation 20,869 39,956 74,113 44,683 0.438 19,577

Notes:
1. Low, best, high, and mean estimates follow the PRMS guidelines for prospective resources.
2. Low, best, high, and mean estimates in this table are P90, P50, P10, and mean respectively.
3. Pg is defined as the probability of discovering reservoirs which flow petroleum at a measurable rate.
4. Pg has been rounded for presentation purposes. Multiplication using this presented Pg may yield
imprecise results. Dividing the Pg -adjusted mean estimate by the mean estimate yields the precise Pg .
5. Application of any geological and economic chance factor does not equate prospective resources to contingent resources or reserves.
6. Recovery efficiency is applied to prospective resources in this table.
7. Arithmetic summation of probabilistic estimates produces invalid results except for the mean estimate.
Arithmetic summation of probabilistic estimates is presented in this table in compliance with PRMS guidelines.
8. Summations may vary from those shown here due to rounding.
9. There is no certainty that any portion of the prospective resources estimated herein will be discovered.
If discovered, there is no certainty that it will be commercially viable to produce any portion of the prospective resources evaluated.

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The estimated working-interest prospective oil resources for the properties

evaluated in this report are summarized as follows, expressed in Mbbl:

Table 12
Working-Interest Prospective Oil Resources Summary
Pg-
Probability
Adjusted
Low Best High Mean of Geologic Mean
Estimate Estimate Estimate Estimate Success, Pg Estimate
License/
Prospect Block (Mbbl) (Mbbl) (Mbbl) (Mbbl) (decimal) (Mbbl)

Abraka NE OML-38 969 1,798 3,275 2,004 0.464 929

Jesse North OML-38 1,889 3,516 6,227 3,861 0.417 1,610
Nugu East OML-38 976 1,771 3,088 1,932 0.379 731
Oben East OML-4 1,109 1,834 3,092 2,009 0.320 642
Ogegere OML-38 629 1,245 2,444 1,424 0.560 797
Ogume OML-38 259 747 1,866 937 0.455 426
Olokun North OML-38 2,142 4,092 7,467 4,536 0.412 1,870
Onitcha South OML-38 578 1,212 2,383 1,381 0.532 735
Ubaleme West OML-41 840 1,765 3,508 2,022 0.528 1,067

Statistical Aggregate 15,610 19,688 25,135 20,107 0.438 8,809

Arithmetic Summation 9,391 17,980 33,351 20,107 0.438 8,809

Notes:
1. Low, best, high, and mean estimates follow the PRMS guidelines for prospective resources.
2. Low, best, high, and mean estimates in this table are P90, P50, P10, and mean respectively.
3. Pg is defined as the probability of discovering reservoirs which flow petroleum at a measurable rate.
4. Pg has been rounded for presentation purposes. Multiplication using this presented Pg may yield
imprecise results. Dividing the Pg-adjusted mean estimate by the mean estimate yields the precise Pg.
5. Application of any geological and economic chance factor does not equate prospective resources to contingent resources or reserves.
6. Recovery efficiency is applied to prospective resources in this table.
7. Arithmetic summation of probabilistic estimates produces invalid results except for the mean estimate.
Arithmetic summation of probabilistic estimates is presented in this table in compliance with PRMS guidelines.
8. Summations may vary from those shown here due to rounding.
9. There is no certainty that any portion of the prospective resources estimated herein will be discovered.
If discovered, there is no certainty that it will be commercially viable to produce any portion of the prospective resources evaluated.

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DEFINITION OF RESERVES

The proved, probable, and possible reserves presented in this report have
been prepared in accordance with the PRMS approved in March 2007 by the
Society of Petroleum Engineers, the World Petroleum Council, the American
Association of Petroleum Geologists, and the Society of Petroleum Evaluation
Engineers. The petroleum reserves are defined as follows:

Reserves are those quantities of petroleum anticipated to be commercially

recoverable by application of development projects to known accumulations from
a given date forward under defined conditions. Reserves must further satisfy four
criteria: they must be discovered, recoverable, commercial, and remaining (as of
the evaluation date) based on the development project(s) applied. Reserves are
further categorized in accordance with the level of certainty associated with the
estimates and may be sub-classified based on project maturity and/or
characterized by development and production status.

Proved Reserves – Proved Reserves are those quantities of

petroleum which, by analysis of geoscience and engineering data,
can be estimated with reasonable certainty to be commercially
recoverable, from a given date forward, from known reservoirs and
under defined economic conditions, operating methods, and
government regulations. If deterministic methods are used, the
term reasonable certainty is intended to express a high degree of
confidence that the quantities will be recovered. If probabilistic
methods are used, there should be at least a 90-percent probability
that the quantities actually recovered will equal or exceed the
estimate.

Unproved Reserves – Unproved Reserves are based on geoscience

and/or engineering data similar to that used in estimates of Proved
Reserves, but technical or other uncertainties preclude such
reserves being classified as Proved. Unproved Reserves may be
further categorized as Probable Reserves and Possible Reserves.

Probable Reserves – Probable Reserves are those additional

Reserves which analysis of geoscience and engineering data
indicate are less likely to be recovered than Proved Reserves
but more certain to be recovered than Possible Reserves. It
is equally likely that actual remaining quantities recovered
will be greater than or less than the sum of the estimated
Proved plus Probable Reserves (2P). In this context, when

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probabilistic methods are used, there should be at least a

50-percent probability that the actual quantities recovered
will equal or exceed the 2P estimate.

Possible Reserves – Possible Reserves are those additional

reserves which analysis of geoscience and engineering data
suggest are less likely to be recoverable than Probable
Reserves. The total quantities ultimately recovered from the
project have a low probability to exceed the sum of Proved
plus Probable plus Possible Reserves (3P), which is
equivalent to the high estimate scenario. In this context,
when probabilistic methods are used, there should be at
least a 10-percent probability that the actual quantities
recovered will equal or exceed the 3P estimate.

Reserves Status Categories – Reserves status categories define the development

and producing status of wells and reservoirs.

Developed Reserves – Developed Reserves are expected quantities

to be recovered from existing wells and facilities. Reserves are
considered developed only after the necessary equipment has been
installed, or when the costs to do so are relatively minor compared
to the cost of a well. Where required facilities become unavailable,
it may be necessary to reclassify Developed Reserves as
Undeveloped. Developed Reserves may be further sub-classified as
Producing or Non-Producing.

Developed Producing Reserves – Developed Producing

Reserves are expected to be recovered from completion
intervals that are open and producing at the time of the
estimate. Improved recovery reserves are considered
producing only after the improved recovery project is in
operation.

Developed Non-Producing Reserves – Developed Non-

Producing Reserves include shut-in and behind-pipe
Reserves. Shut-in Reserves are expected to be recovered
from (1) completion intervals which are open at the time of
the estimate but which have not yet started producing, (2)
wells which were shut-in for market conditions or pipeline
connections, or (3) wells not capable of production for
mechanical reasons. Behind-pipe Reserves are expected to

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be recovered from zones in existing wells which will require

additional completion work or future recompletion prior to
the start of production. In all cases, production can be
initiated or restored with relatively low expenditure
compared to the cost of drilling a new well.

Undeveloped Reserves – Undeveloped Reserves are quantities

expected to be recovered through future investments: (1) from new
wells on undrilled acreage in known accumulations, (2) from
deepening existing wells to a different (but known) reservoir, (3)
from infill wells that will increase recovery, or (4) where a
relatively large expenditure (e.g. when compared to the cost of
drilling a new well) is required to (a) recomplete an existing well or
(b) install production or transportation facilities for primary or
improved recovery projects.

The extent to which probable and possible reserves ultimately may be

reclassified as proved reserves is dependent upon future drilling, testing, and
well performance. The degree of risk to be applied in evaluating probable and
possible reserves is influenced by economic and technological factors as well as
the time element. Probable and possible reserves in this report have not been
adjusted in consideration of these additional risks to make them comparable to
proved reserves.

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DEFINITION of CONTINGENT RESOURCES

Petroleum resources included in this report are classified as contingent

resources and have been prepared in accordance with the PRMS approved in
March 2007 by the Society of Petroleum Engineers, the World Petroleum Council,
the American Association of Petroleum Geologists, and the Society of Petroleum
Evaluation Engineers. Because of the lack of commerciality or sufficient
development drilling, the contingent resources estimated herein cannot be
classified as reserves. The petroleum resources are classified as follows:

Contingent Resources – Those quantities of petroleum estimated,

as of a given date, to be potentially recoverable from known
accumulations by application of development projects, but which
are not currently considered to be commercially recoverable due to
one or more contingencies.

Based on assumptions regarding future conditions and their

impact on ultimate economic viability, projects currently classified
as Contingent Resources may be broadly divided into three
economic status groups:

Marginal Contingent Resources – Those quantities

associated with technically feasible projects that are either
currently economic or projected to be economic under
reasonably forecasted improvements in commercial
conditions but are not committed for development because
of one or more contingencies.

Sub-Marginal Contingent Resources – Those quantities

associated with discoveries for which analysis indicates that
technically feasible development projects would not be
economic and/or other contingencies would not be satisfied
under current or reasonably forecasted improvements in
commercial conditions. These projects nonetheless should be
retained in the inventory of discovered resources pending
unforeseen major changes in commercial conditions.

Undetermined Contingent Resources – Where evaluations

are incomplete such that it is premature to clearly define
ultimate chance of commerciality, it is acceptable to note
that project economic status is “undetermined.”

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The estimation of resources quantities for an accumulation is subject to

both technical and commercial uncertainties and, in general, may be quoted as a
range. The range of uncertainty reflects a reasonable range of estimated
potentially recoverable volumes. In all cases, the range of uncertainty is
dependent on the amount and quality of both technical and commercial data that
are available and may change as more data become available.

1C (Low), 2C (Best), and 3C (High) Estimates – Estimates of

petroleum resources in this report are expressed using the terms
1C (low) estimate, 2C (best) estimate, and 3C (high) estimate to
reflect the range of uncertainty.

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DEFINITION OF PROSPECTIVE RESOURCES

Petroleum resources included in this report are classified as prospective

resources and have been prepared in accordance with the PRMS approval in
March 2007 by the Society of Petroleum Engineers, the World Petroleum Council,
the American Association of Petroleum Geologists, and the Society of Petroleum
Evaluation Engineers. Because of the lack of commerciality or sufficient
development drilling, the prospective resources estimated herein cannot be
classified as contingent resources or reserves. The petroleum resources are
classified as follows:

Prospective Resources – Those quantities of petroleum that are

estimated, as of a given date, to be potentially recoverable from
undiscovered accumulations by application of future development
projects.

The estimation of resource quantities for a prospect is subject to both

technical and commercial uncertainties and, in general, may be quoted as a
range. The range of uncertainty reflects a reasonable range of estimated
potentially recoverable quantities. In all cases, the range of uncertainty is
dependent on the amount and quality of both technical and commercial data that
are available and may change as more data becomes available.

Low, Best, High, and Mean Estimates – Estimates of petroleum

resources in this report are expressed using the terms low
estimate, best estimate, high estimate, and mean estimate to
reflect the range of uncertainty.

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FIELD SUMMARIES

Regional Geology

OML-4, OML-38, and OML-41 are located in the Niger Delta Province
adjacent to the Gulf of Guinea. The delta covers more than 300,000 square
kilometers and is among the largest regressive deltas in the world with a
significant sediment volume of 500,000 cubic kilometers and a sediment
thickness of over 10 kilometers in the basin depocenter (Klett, 1997). The
development of the delta is associated with the rift triple junction related to the
opening of the southern Atlantic, during the late Jurassic and Cretaceous
Periods. The petroleum system identified in the Niger Delta Province is referred
to as the Tertiary Niger Delta (Akata-Agbada) Petroleum System.

The onshore portion of the Niger Delta Province is delineated by the

geology of southern Nigeria and southwestern Cameroon. The northern boundary
is the Benin flank controlled by an east-northeast-trending hinge line south of
the West Africa basement massif. The northeastern boundary is defined by the
outcrops of the Abakaliki High of Cretaceous age and further to the
east-southeast by the Calabar flank, a hinge line bordering the adjacent
Precambrian (Tuttle, 1999).

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Reservoir Geology

The Tertiary section of the Niger Delta is divided into three major
formations: the Akata Formation, the Agbada Formation, and the Benin
Formation (Figure 4). These formations represent a series of prograding
depositional facies that are identified mostly on the basis of sand-shale ratios
(Tuttle, 1999). The Akata Formation is generally situated at the base of the delta
and has a marine origin. It is composed of thick shale sequences, turbidite sand,
and minor amounts of clay and silt. The Akata Formation formed during
lowstands when terrestrial organic matter and clays were transported to the
deep water environment, characterized by low energy conditions and oxygen
deficiency. The Akata Formation underlies the entire delta and is often
overpressured.

Figure 4
Stratigraphic Column Illustrating the Three Major Formations of the Niger
Delta (Tuttle, 1999)

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The Agbada Formation overlies the Akata Formation, which is the major
petroleum-bearing unit. The formation consists of paralic siliciclastics and
represents the deltaic portion of the sequence (Tuttle, 1999). The formation can
subdivided into multiple zones, and each zone can range from 50 feet to over
100 feet in thickness. The Agbada Formation is generally associated with an
onshore deltaic depositional setting with vertical stacked sedimentary sequences,
coarse-grained multi-cycle fluvial channels, and shoreface deposits. The fluvial
channels are extensive and often associated with incised valley fill. The lower
Agbada Formation generally consists of shale and sandstone beds and the upper
portion consists mainly of sands with minor shale interbeds. The trapping
mechanism of the hydrocarbon reservoirs is dominated by extensional growth
faults and stratigraphy. The Agbada Formation is overlain by the Benin
Formation, which is generally associated with continental alluvial and coastal
plain sand deposits.

A diagram of sample Niger Delta field structures and associated trap

types is presented on Figure 5.

Figure 5
Example of Niger Delta Oil Fields Structures and Associated Trap Types
(Tuttle, 1999)

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Production Performance

Five fields (Oben, Okporhuru, Ovhor, Sapele, and Amukpe) are on

production as of October 31, 2013. The Amukpe and Sapele fields have been on
production since 1972, while the Oben and Ovhor fields were placed on production
in 1974 and 1993, respectively. Initially, the field’s production rate averaged
50 Mbbl of oil per day, and associated solution gas production has historically been
flared. Currently, the gas production is used to satisfy the domestic gas supply
obligation (DSO) and any additional gas is being flared. Seplat is in the process of
securing additional gas purchase contracts in order to eliminate the flaring of any
produced gas. Each producer is compelled to set aside a certain percentage of its
production to satisfy the DSO policy that the Government of Nigeria implemented
in 2008.

The water cut has been as high as 63.4 percent in July 2003 and is
currently at 36.3 percent. The cumulative production as of October 31, 2013, is
estimated to be 516 million barrels (MMbbl) of oil, 1,578 billion cubic feet (Bcf) of
gas, and 223 MMbbl of water. The production rate is at an average of 49.8 Mbbl of
oil per day and 95.7 MMcf of gas per day as at October 31, 2013.

Seplat has incorporated various strategies to deal with potential pipeline

incidents. These strategies include maintaining close relations with the
community, purchasing oil storage tanks with the capacity to handle one week’s
production (currently being installed), and constructing a new pipeline (alternate
to the Trans-Forcado pipeline) from Rapele to the Warri refinery. The Warri
refinery is currently at 70-percent capacity and is therefore capable of handling an
additional 37 Mbbl of oil per day.

Since Seplat took over the assets, there has been a significant reduction in
production interruption as compared to historical performance. The average
downtime for the past 12 months is estimated at a total of 30 days and is reflected
in the production forecast. This is a marked improvement over historical
production performance, due to an improved relationship with host communities,
improved security arrangements, pro-active replacement of old flowlines, and
implementing a more effective preventative maintenance system.

Seplat has proven to be a technically competent operator and an

organization that is capable of dealing with the various challenges and tapping
opportunities to optimize and rapidly grow the production and the reserves of the
assets. Seplat has been active in optimizing the production from its existing wells
by performing workovers on shut-in wells, water shut-off, and other coiled tubing
operations, installing gas lift on wells in Ovhor and Sapele, drilling new wells in

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Oben, Okporhuru, and Ovhor, and enhancing the existing facilities and installing
new facilities, including liquid treatment facilities for in-field de-watering
(expected to be operational in the third quarter of 2014), water disposal projects,
and additional bulk lines in Ovhor to reduce back pressure. Seplat has also
installed metering gauges in its facilities as well as a fiscal metering system in
Rapele (the Lease Automatic Custody Transfer (LACT) unit) in order to protect its
oil production proration at the Forcados custody transfer terminal from being
discounted. Seplat has also been active in new field development. The start-up of
the Okporhuru field began during the second quarter of 2013, following the initial
completion of well Okporhuru-1, the drilling of one new well (Okporhuru-6), and
the laying of a pipeline from the Okporhuru field to the Oben field. In addition,
Seplat is currently at an advanced stage in the implementation of its plan for
incorporating the Orogho field. Two existing Orogho wells have been re-entered
and will be completed. Seplat is also in the planning process of installing an
evacuation pipeline from the Orogho field to the Oben field.

The historical oil and gas production since inception, as well as the forecast
for all fields is illustrated on Figures 6 and 7, respectively.

Figure 6
Seplat Total Company Oil Profile

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Figure 7
Seplat Total Company Gas Profile

Seplat Five-Year Development Plan

In this evaluation, a five-year development plan was incorporated based on

the projected drilling and well recompletion of oil, gas, and water injection wells
provided by Seplat. Seplat has secured five drilling/completion rigs that will allow
for the successful and timely execution of its plan. This schedule includes the
drilling of appraisal wells in Orogho, Okoporo, Okwefe, and Ubaleme, the
development of the Sapele Shallow reservoirs, infill drilling in Oben, Ovhor, and
Sapele Deep, and the implementation of waterflooding of the Oben reservoir.

Additional new completions and drilling of development and exploration

wells were incorporated in this evaluation beyond the five-year development plan
based on full field developments of the OML-4, OML-38, and OML-41. DMCL is
confident with Seplat’s ability to execute this development plan and drilling

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schedule. A summary of the reserves and resources five-year development plan is

illustrated in the following tables.

Table 13
Five Year Development Plan - Reserves
OIL
2013 2014 2015 2016 2017
Amukpe
Oben 1 New Drills 9 New Drills, 5 Gas Lift, 2 Injectors 4 New Drills, 3 Injectors 1 Injector 1 Injector
Okoporo
Okporhuru 1 New Drill (2 Strings) 2 New Drills (4 Strings) 1 New Drill
Ovhor 3 New Drills (5 Strings)
Sapele 7 New Drills, 4 Injectors 1 Injector 2 Workovers
Ubaleme 1 New Drill

GAS
2013 2014 2015 2016 2017
Amukpe
Oben 1 Recompletions 2 New Drills, 3 Recompletion 2 New Drills 1 New Drill 1 New Drill
Okoporo
Okporhuru 1 New Drill (3 Strings) 1 New Drill
Ovhor
Sapele 4 Workovers (6 Strings) 1 Workover (2 Strings)
Ubaleme

Table 14
Five Year Development Plan - Contingent Resources
OIL
2013 2014 2015 2016 2017
Amukpe
Mosogar
Oben 1 New Drill
Okoporo
Okwefe 2 New Drill
Orogho 2 Workovers, 1 New Drill 2 New Drills 1 New Drill 2 New Drills
Ovhor
Sapele 1 New Drill, 2 Injectors 11 New Drills, 4 Injectors 8 New Drills, 4 Injectors 6 New Drills, 2 Injectors
Ubaleme

GAS
2013 2014 2015 2016 2017
Amukpe
Mosogar
Oben
Okoporo
Okwefe 1 Recompletion
Orogho
Ovhor
Sapele
Ubaleme

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Gas Strategy

Seplat’s natural gas reserves and resources were estimated to be 585.7 Bcf
and 104.3 Bcf of gas for the 2P reserves and 2C contingent resources, respectively.
This provides a platform for significant growth. Pursuant to the Gas Master Plan
(GMP), the implementation of which is ongoing, the Government of Nigeria is
currently undergoing significant changes in the domestic gas pricing environment
which has resulted in increased gas demand and improving pricing dynamics.

Seplat’s gas production was used to satisfy its on-going obligations to

provide their DSO on the local market; however, Seplat has recently signed two
new good management practice industry-standard gas supply agreements, under
which it has agreed to supply the Geregu (Oben) and Sapele power plants with
approximately 130 MMcf per day of gas (80 MMcf per day of gas to Geregu (Oben)
and 50 MMcf per day of gas to Sapele) at a cost of U.S.$1.50 per thousand cubic
feet (Mcf) of gas for 2013, and U.S.$2.00 per Mcf of gas thereafter. Seplat expects
that these two new gas supply agreements will commence during the second half of
2013.

The estimated gas production of the 2P reserves and 2C contingent

resources from the Oben field will fulfill and be capable of exceeding the gas
contracts and DSO for the next 10 years. Consequently, Seplat has begun targeting
other markets for any surplus gas in Oben and the eventual monetization at
commercial rates.

As part of its five-year development plan, Seplat intends to spend

approximately U.S.$100 million over the next 2 years to increase gross capacity in
order to deliver approximately 300 MMcf per day of sales gas to the domestic
market. In this respect, Seplat has entered into an agreement to acquire two newly
built gas plants at a cost of approximately U.S $30,000,000. The two gas plants are
located in Abu Dhabi, United Arab Emirates, and are in the process of being
reconfigured for Nigerian gas specifications. Seplat aims to achieve first
commercial gas from the new gas plants by the first quarter of 2015, for a total
processing capacity at Oben and Sapele of approximately 300 MMcf per day of gas
by 2016.

Facilities Infrastructure

Following the acquisition of a 45-percent interest in OML-4, OML-38, and

OML-41, Seplat took over the oil production, treatment, and transportation
facilities installed by the SPDC and have since undergone a continuous and

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significant system expansion and upgrade. There are a total of three flowstations
owned by Seplat. The flowstations are located in Oben (OML-4), Amukpe
(OML-38), and Sapele (OML-41), to which oil and gas production flows via in-field
manifolds. Each flowstation contains two phase separator, which separates gas
from liquid (oil and water). The gas is used as fuel, is flared, or is exported to the
Nigerian Gas Company (NGC), while the liquid is pumped to a central manifold at
Amukpe where the Pan Ocean-operated fields in the north, OML-98, connect. The
combined oil and water mix is then pumped via a 24-inch pipeline to Rapele where
it is metered into the 28-inch main trunk line to the SPDC-operated Forcados
terminal for further treatment and export.

Non-associated gas (NAG) is currently being produced from gas wells at the
Oben and Sapele fields to meet the DSO obligations. Two gas plants, located in the
Oben and Sapele fields, process the gas for hydrocarbon dew point control and
condensate recovery. The gas is compressed and sold into the NGC system, while
the condensate gets blended with the oil and sent to the Forcados terminal.
Solution gas recovered from the oil is used as fuel or flared. Currently,
approximately 30 MMcf per day is being flared. An upgrade in compression
capacity is planned to enable the flared gas to be exported.

Figure 8 illustrates a schematic of the existing oil and gas facilities and
transportation system.

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Figure 8
Facilities and Pipeline Infrastructure

A high level description of existing facilities is provided as follows:

OML-4

OML-4 contains the producing Oben field. The current infrastructure

consists of a flowstation at Oben with a name plate capacity of 60 Mbbl per day
and an oil pipeline to the Amukpe manifold. These facilities process production
from the Oben field and, in the future, will process production from the
Okporhuru and Orogho fields. The infrastructure includes a gas plant at Oben
with a gas capacity of 90 MMcf per day delivering to the NGC system
participants to PHCN Geregu plant and to the Ajaokuta steel plant and Obajana
cement plants.

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Commissioned in 1982, the Oben gas plant was originally designed to

handle 90 MMcf per day of gas for hydrocarbon and water dewpoint control prior
to supply to the NGC. It consists of two modules, each having a capacity of 45
MMcf per day. Condensate is piped to the low pressure separator at the Oben
flowstation where it is spiked into the oil.

The gas plant contains four compressors that are leased from the NGC,
each with a capacity of 32 MMcf per day. Only two compressors are currently
operational.

Seplat’s five-year development plan includes provisions to increase the

Oben gas plant handling capacity from 90 MMcf per day to 240 MMcf per day by
the end of 2014. In addition, there are plans to further upgrade Oben and Sapele
to 315 MMcf per day by 2016, depending on market demand for additional gas.

OML-38

The existing infrastructure is a flowstation located at Amukpe with a

name plate capacity of 45 Mbbl per day. These facilities process production from
both the Amukpe and Ovhor fields. The central Amukpe manifold combines oil
from Amukpe, Ovhor, Oben, and Sapele fields along with the third-party Pan
Ocean fields in OML-98.

OML-41

The current infrastructure consists of one single flowstation located in

Sapele with a nominal capacity of 60 Mbbl per day. Oil and condensate export
flows via the Sapele-Amukpe delivery line to the Amukpe manifold. The
infrastructure also includes a gas plant at Sapele with a capacity of 50 MMcf per
day of gas, which is delivered into the NGC system.

OML-4, OML -38 and OML-41

Following the acquisition of a 45-percent interest in OML-4, OML-38, and

OML-41 by Seplat in August 2010, which included several fields that were
collectively producing approximately 14,000 barrels of oil per day, Seplat
identified and screened options for development of additional reserves with a
view of increasing oil output to a target of approximately 100,000 barrels of oil
per day by the end of 2016.

A number of operational facilities (flowstations, gas compression stations,

and pipelines) existed but required significant improvement to allow not only for

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a predicted increase in production, but also to replace several kilometers of

missing flowlines especially within the land areas of the Oben and Sapele fields.

The three OMLs are either on ‘Land’ or in ‘Swamp’ fields. The Land fields,
comprising the Jesse, Mosogar, Okporhuru, and Orogho fields, and the Swamp
fields, comprising the Okoporo, Ovhor, and Ubaleme fields, were only partially
appraised and require accelerated appraisals and development.

Seplat’s plan has been to aggressively develop the fields in the Land and
Swamp fields, with production from the Swamp fields routed to the Sapele
flowstation and production from the Land fields routed to the Oben flowstation
for de-gassing before exporting the wet crude to the Amukpe manifold and
onward export through Rapele trunk line to Forcados. A Liquid Treatment
Facility (LTF) project was also initiated to remove and treat water from the crude
at Amukpe at a future date.

Status

In line with the plan to grow Seplat production to approximately 100,000

barrels of oil per day by the end of 2016, and following rapid workover of existing
wells, appraisals, drilling, and completion of new wells, several facility
improvement projects were initiated and executed over the period since
acquisition of the facilities within OML-4, OML-38, and OML-41.

The key projects include the following:

1. Construction of 4-inch flowlines for Oben wells 8, 15, and 22 to replace
missing/vandalized lines on completion of rig workover activities.
2. Construction of 6-inch and 4-inch flowlines for new wells, including Ovhor
wells 12, 13, and 14 and Oben wells 12 and 36.
3. Installation of a new set of three interlinked, 4-header by 6-ligment,
manifolds in the Ovhor field to bulk additional production from the Ovhor
field.
4. Construction of two additional 6-inch bulk lines to take increased
production from Ovhor field via the manifold to the Sapele flowstation.
5. Installation of an additional manifold at the Sapele flowstation to receive
addition inflow.
6. Construction of 4-inch flowlines, manifold, and 6-inch bulklines for the
new Okporhuru field, flowing into the Oben flowstation.
7. Oben gas plant upgrade to increase capacity to 90 MMcf per day.
8. Construction and installation of an LTF, which will extract water from the
crude produced from all of Seplat facilities (to achieve export quality

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crude) before transportation via the Trans-Forcados pipeline to the

Forcados terminal for export.

All of the above facilities with the exception of the LTF, were completed in
2012 and early 2013, giving significant increase in the overall oil and gas
production.

The LTF is scheduled to be completed in the third quarter of 2013. This

will significantly reduce the amount of wet crude being evacuated to Forcados
and hence lower handling charges.

In order to sustain the increased production now and in the future, the
three aged Seplat flowstations (Amukpe, Sapele, and Oben), which had
undergone some deterioration ranging from reduced capacity to breakdown, and
in certain cases missing equipment, were also earmarked for improvement or
upgrade.

The following flowstation improvement projects are currently on-going

and are expected to be completed in 2014:

1. Fabrication and installation of PD meter gantry cranes.

2. Periodical change-out of defective valves and fittings.

As part of the flowstation improvement/upgrade, the following work

packages are scheduled to be completed within the next 7 months:

1. Procurement and replacement of aged process control and safe guarding

instrumentation, including replacement of missing instrumentation of the
currently out-of-service second banks of the Sapele and Oben flowstations
in the second quarter of 2014.
2. Procurement and installation of electric pumps for saver pits, liquid knock
out vessel, and associated electrical improvement upgrades in the second
quarter of 2014.

Other projects scheduled for completion within the next 10 months

include the following:

1. Construction of pipelines and related facilities to aid in the evacuation of

crude from the Okoporo and Ubalame fields.
2. a) One hundred Mbbl of oil buffer storage tanks for storing production
when the Trans-Forcados pipeline is down for emergency repairs, to be
completed in the fourth quarter of 2014.

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b) Alternative evacuation route with a pipeline from the Rapele

manifold to the Warri Refinery & Petrochemicals Company (WRPC), to
be completed in the third quarter of 2014.
3. Ovhor gas lift project planned for the second quarter of 2014 to improve
production from the Ovhor and Amukpe fields.
4. Associated gas solution including the upgrade of the existing Sapele gas
plant and construction/installation of a new 150 MMcf per day gas plant
in the Oben field, planned for the fourth quarter of 2014.

Seplat’s historical performance in the areas of facility debottlenecking and

upgrading and new project execution amply demonstrates its capacity to plan
and execute projects within budget and on schedule. DMCL is confident of
Seplat’s ability to deliver the proposed projects as planned.

Seplat is diligently working on enhancing the health, safety, and

environment for all its fields. Seplat has plans to decrease the ground gas flaring
in all its facilities by securing gas purchase contracts for its gas. DMCL
recommends that the ground flaring of gas be eliminated in the next 2 years and
the movement to improve the quality of the gas being flared.

Valuation of Reserves

In this report, values for 1P, 2P, and 3P reserves were based on
projections of estimated future production and revenue prepared for these
properties. Revenue values for probable and possible reserves have not been
adjusted to account for such risks; this adjustment would be necessary in order to
make probable and possible reserves values comparable with values for proved
reserves.

Potential revenue values in this report have been prepared using initial
prices and costs estimates provided by Seplat. The assumptions used are not
consistent with the rules and regulations promulgated by the United States
Securities and Exchange Commission or statements promulgated by the
Financial Accounting Standards Board. Accordingly, reserves volumes and
revenues estimated herein should not be used or relied upon to meet the
requirements thereof.

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Economic Assumptions
Forecast Price Case The Forecast Price Case was
evaluated at the request of Seplat,
based on the assumptions as follows:

Oil and Condensate Prices

Oil and condensate prices in this report were based on

actual prices received by Seplat as presented in its lease
operating statements. These prices were forecast into the
future based on the DeGolyer and MacNaughton Canada
Limited Brent price forecast (Table A) as of
October 31, 2013. OML-4, OML-38, and OML-41 were
subject to the Forcados Blend premium of 3-percent.

Natural Gas Prices

The gas price forecast was generated based on

documentation provided by Seplat outlining the following
forecast delivery of raw gas: PHCN Geregu, Sapele Power,
and others. The incremental volumes contracted were based
on agreed upon rates to be provided and price to be paid.
The resulting price is weighted by the various contract
volumes and the price schedule, including escalation of
2 percent after August 2014, for each contract. The
aggregation of contracts for the total company 2P
production forecast of U.S.$1.68 per Mcf was used in
determining the resulting price forecast and was
subsequently used for the 1P, 2P, and 3P cases for each
property. For the 1C, 2C, and 3C cases, a price forecast
starting at U.S.$2.12 per Mcf in 2014 was used, with gas
prices escalating at 2-percent thereafter for each property.
Prices used are shown in Table A-1 found in the Appendix
to this report.

Operating and Capital Expenditures

Operating expenses and capital costs were based on

information provided by Seplat and were used in estimating
future expenditures required to operate the properties. In
certain cases, future expenditures, either higher or lower
than current expenditures, may have been used because of

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anticipated changes in operating conditions. The source of

information included:

• Seplat’s 2013 budget;

• Seplat’s 5-year work plan from 2013 to 2017; and
• Seplat’s historical costs for the 2012 year.

The average fixed cost is U.S.$154,500 per month per well,

the average general and administration cost was
U.S.$68,650,000 gross per year and the crude handling cost
was estimated to be U.S.$3.95 per barrel for wet oil and
U.S.$3.20 per barrel for dry. The wet oil crude handling
costs were used for the purposes of this evaluation. The
variable gas operating expense was estimated to be
U.S.$0.10 per cubic foot of raw gas. An inflation rate of
2-percent was applied to all expenditures, except for general
and administration costs for which an additional 7-percent
escalation was applied from 2014 to the end of 2016 on top
of the 2-percent. A full year forecast for operating expenses
and capital costs for the total 2P reserves can be found in
Tables F to I in the Appendix to this report.

The drilling cost was estimated between U.S.$13,000,000

per well to U.S.$22,000,000 per well, while recompletion
cost varied between U.S.$8,000,000 and U.S.$10,000,000.
The range of cost depended on whether the well is a
shallow, deep, Land, or Swamp well. The surface facilities
costs were estimated based on the costs incurred by Seplat
in past and on-going projects.

Oil Metering

Due to theft and the lack of a liquid custody transfer unit as

specified in the Crude Handling Agreement with SPDC,
Seplat incurred 20-percent deductions (“reconciliation
factor”) to its quantities of crude injected into the Trans-
Forcados pipeline. This was done in order to account for the
discrepancies between the third-party injectors’ own
production estimates and the actual quantity of crude oil
received by SPDC at the Forcados terminal.

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Seplat has signed an agreement with the SPDC dated

February 2013, accepting the LACT unit that was installed
by Seplat in Rapele. Deductions previously applied by the
SPDC linked to “measuring inaccuracies” will no longer be
applied. Accordingly, Seplat was credited with 2 million
barrels to compensate them for the misallocation of their oil
production for the period of November 2011 to December
2012.

Since January 2013, Seplat has observed a reconciliation

factor due to theft of approximately 8 percent.

This factor should be further reduced by the possibility to

sell the crude to the Warri refinery, located just
3 kilometers from the Rapele LACT unit as an alternative
export route. This is achievable based on a better
calibration process.

In this evaluation, the reconciliation factor was accounted

for as 8 percent for 2 years, decreasing to 5 percent for
2 years, and 3 percent thereafter. This reconciliation factor
was applied under the “pipe losses” category in this
evaluation.

Abandonment Costs

An abandonment of U.S.$1,000,000 per well has been

applied in this evaluation based on well location, depth, and
age. This abandonment liability does not include credit for
any salvage value and was forecast to occur at the end of
the respective field’s economic life for each reserves and
contingent resources category. A facility abandonment of
U.S.$4,200,000 was applied to the Oben gas plant,
U.S.$666,000 to Okporhuru, and U.S.$1,650,000 to Sapele
in 2035.

Royalties

All Nigerian properties evaluated herein are subject to

various applicable royalties. Royalties deducted were
evaluated based on the Joint Venture agreement with the

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Nigerian Government and are assessed at 20 percent of oil

volumes and 7 percent of gas volumes.

Taxes

All of the Nigerian properties evaluated herein are subject

to taxes less capital deductions. Seplat revenue is subject to
the Petroleum Profit Tax (PPT), which for oil field revenue
averages 65.75 percent for the first 5 years from the start of
the company’s operations. After the 5-year grace period has
passed, the tax rate escalates to 85-percent for the
remainder of the project. For Seplat, this change occurs in
2015. The corporate income tax rate for gas revenue is
30-percent. Seplat has represented that all capital and
operating expenditures from oil and gas operations are used
to offset the taxable income against oil revenues in
accordance with the Nigerian Petroleum Act. In addition,
Seplat pays the Niger Delta Development Tax of 3 percent
on total expenditure, an educational tax of 2 percent on
profit, a VAT of 5 percent applicable on all capital costs and
operating expenses, excluding general and administration
costs, and an import tax of 22.9 percent on all tangible
capital costs. Tax loss carry forwards were implemented as
a capital allowance pool starting in 2013 at
U.S.$88,460,182, in 2014 at U.S.$84,923,537, in 2015 at
U.S.$17,602,932, in 2016 at U.S.$14,630,422, and at
U.S.$2,890,926 in 2017 for OML-4, OML-38, and OML-41
(Seplat’s share). These balances were added to the capital
allowances gained through expenditures over the project
life. If the balance of the capital allowance pool was not
depleted in the year it was gained, the remainder was
estimated to be carried forward to the following year.

OML Extension

Seplat currently holds licenses that extend until July 2019

for OML-4, OML-38, and OML-41. This evaluation has been
based on Seplat’s successfully attaining a license that
extends for the life of the project. The renewal fee was
included in this evaluation.

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Revenue

Future Gross Revenue

Future gross revenue was that revenue which could accrue

to the appraised interests from the production and sale of
the estimated net reserves.

Future Net Revenue

Future net revenue was calculated by deducting royalties,

estimated production taxes, operating expenses, and capital
costs from the potential future gross revenue.

Net Present Value

Net present value is defined as future net revenue

discounted at a specified arbitrary discount rate
compounded monthly over the expected period of
realization. In this report, a net present value using a
discount rate of 10 percent is reported in detail.

Estimates of the net present value, discounted at a rate of 10 percent, of

the total 1P, 2P, and 3P reserves of the petroleum interests attributable to Seplat
under the conditions of various sensitivities, are expressed in millions of United
States dollars (MM U.S.$):

Table 15
Working-Interest After Tax Net Present Values Discounted at 10% - Sensitivity Cases
1P 2P 3P
Asset Type of Sensitivity (MM U.S.$) (MM U.S.$) (MM U.S.$)

OMLs -4, -38, and -41 Base Case 844 1,199 1,397

OMLs -4, -38, and -41 Brent Premium of $10 925 1,300 1,514

OMLs -4, -38, and -41 Brent Discount of $10 762 1,096 1,280

OMLs -4, -38, and -41 OPEX +10% 828 1,176 1,372

OMLs -4, -38, and -41 OPEX -10% 875 1,232 1,431

OMLs -4, -38, and -41 CAPEX +10% 839 1,188 1,381

OMLs -4, -38, and -41 CAPEX -10% 865 1,224 1,420

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Reserves

OML-4

Oben Field

The Oben field is approximately 24.3 square kilometers (6,000 acres) of

land in the OML-4 area of Delta State, Nigeria. The field was discovered in 1972
and commenced production in April 1974. Cumulative production as of October 31,
2013, is 210.1 MMbbl of oil and 791.1 Bcf of raw gas. There are currently
16 producing oil wells and 1 producing gas well on Seplat’s acreage. The field is
currently producing at combined rates of 7.6 Mbbl of oil per day and 55.6 MMcf per
day of raw gas.

The field is separated into two blocks; north (“A”) and south (“M”), by a
major northwest/southeast-trending fault. Three-dimensional seismic data were
acquired over the Oben field in 1998, which formed the basis of Seplat’s
understanding of the structural configuration of the blocks. Oben South is on the
downthrown side of the fault and is a simple elongated rollover structure. Oben
North is on the upthrown side with closure dipping toward the north.
Hydrocarbons are mainly identified in the shallower reservoirs (C, D, and E sands)
in the downthrown block, while the deeper reservoirs (F, G, and H) are mainly in
the upthrown block. These sand deposits were generally clean with occasional thin
shale streaks and are associated with fluvial channel, marginal marine, and
shoreface depositional environments. Examples of structural maps provided by
Seplat are included for the D7000 reservoir (M Block) and F7800 reservoir (A
Block) on Figures 9 and 10, respectively.

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Figure 9
Oben Field Structure Map – D7000 Reservoir

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Figure 10
Oben Field Structure Map – F7800 Reservoir

The Oben area is a multiple horizon field with the principal sands being
the D, E, F, and G Formations. There are several oil pools identified by Seplat for
drilling, gas lift, and water injection. There is numerous gas zones identified for
development and include behind-pipe opportunities, exploration of new pools and
gas cap blowdown of existing oil pools.

Additional development in the Oben field consists of eight infill locations

(14 strings) in various reservoirs, seven artificial gas lift installations, and 8
water injection wells for the testing and implementation of waterflooding. The 14
reservoirs were assigned undeveloped reserves based on volumetric calculations
and analogy to offsetting producers. Proved non-producing reserves were

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assigned to all wells requiring artificial gas lift. A total of seven water injectors in
six reservoirs were identified by Seplat and are scheduled to be implemented
from 2013 to 2017. Probable or possible reserves were assigned to the producing
wells in the pools with water injection based on volumetric calculations and
incremental recovery.

Produced gas from Oben consists of solution gas, gas cap, and NAG, which
has been obtained from three reservoirs and wells: D6500 (Oben-26T), D2000
(Oben-27T), and E8000 (Oben-28T). The OBEN034T well was brought on
production in April 2013 from the D5000 gas reservoir and is currently producing
at a rate of 46,575 Mcf per day. Producing reserves were assigned to this well
based on volumetric calculations.

There are 14 gas accumulations to be targeted by Seplat with a

combination of re-completions (4) and new drills (10). This development is
scheduled to occur between 2014 and 2020. There are also 12 gas caps to be
produced from eight re-completions and four new drills once the oil from these
pools has been depleted. The gas cap blowdown is estimated to occur between
2022 and 2030.

Seplat has identified the reservoirs and their respective scheduling;

however, some development was delayed by DMCL because the gas available was
sufficient to meet Seplat’s supply contracts and keep the plant at capacity. The
plant capacity in Oben is currently producing at 90 MMcf per day with an
expansion planned to produce an estimated 250 MMcf per day.

The total Oben non-associated gas rate was forecast as the difference
between the sales gas contracts and all other associated and non-associated gas
produced from all of Seplat’s properties.

Further development drilling is expected beyond Seplat’s five-year

development plan. The potential benefits from these activities are discussed
under the Contingent Resources heading of this report.

OML-38

Amukpe Field

The Amukpe field covers approximately 2.4 square kilometers of land in

the OML-38 area of Delta State, Nigeria. The Amukpe field was discovered in
1970 and is located approximately 40 kilometers northwest of Warri. There is
currently one producing oil well and one shut-in oil well. As of October 31, 2013,

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the field has produced a total of 18.7 Mbbl of oil and 7.9 Bcf of gas from three
reservoirs (D5100, E1400, and G5400). The on-producing well, AMUK-1, is
currently producing at a rate of approximately 249.0 barrels of oil per day and
341.3 Mcf of raw gas per day. Producing reserves were assigned based on
volumetric calculations.

The Amukpe structure is interpreted as an elongated northwest/

southeast-trending rollover structure, with bounding faults to the north and
south as shown on Figure 11. The sand deposits are generally clean with
occasional thin shale streaks and are associated with fluvial channel and
shoreface depositional environments.

Figure 11
Amukpe Field Structure Map – E1400 Reservoir

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There is one injection well planned for water disposal in the first quarter
of 2014. There are no other future development plans for the Amukpe field.

Okporhuru Field

The Okporhuru field is located in the OML-38 area of Delta State,

Nigeria. The field is surrounded by three fields: Olokun to the north, Jesse to the
west, and Orogho to the south. The field was discovered in 1982 and six wells
have been drilled.

Two-dimensional seismic data were acquired shortly after the field was
discovered. Three-dimensional seismic data were acquired in 1996 to form the
basis of the current structural definition of the field. The Okporhuru structure is
interpreted as a simple rollover anticline structure with a major bounding fault
to the north. The sand deposits are generally clean with occasional thin shale
streaks and are associated with fluvial channel and shoreface depositional
environments.

As of October 31, 2013, 19 reservoirs were recognized for development.

Initial completion on Okporhuru-1 took place in 2012 and is expected to come on
production in the second quarter of 2013. In Seplat’s five-year development plan,
four wells were scheduled to be drilled in 2013, one well in 2014, and two wells in
2015, for a total of an eight-well development plan. Five of the wells will be dual
completions, while the remaining three wells will be smart wells, with each
smart well targeting a minimum of three reservoirs. Two wells, Okporhuru-1 and
Okporhuru-6, have come on production over the second quarter of 2013. Reserves
were assigned to these reservoirs based on volumetric calculations. The field has
a cumulative production of 733.9 Mbbl of oil and 0.4 Bcf of gas. Okporhuru is
currently producing at a rate of 7.4 Mbbl of oil per day and 3.4 MMcf of raw gas
per day.

A simulation model was provided by Seplat for the U3000, U4000, U5000,
U7000, U8000, V1000, and V2000 reservoirs. The volumes in the model are
reasonable for the purposes of estimating reserves. Production profiles for these
reservoirs were adapted from the simulation model. Volumetric calculations were
used for the new wells on production.

The Seplat five-year development plan indicated construction of a pipeline

by the Seplat facility department to route production from the Okporhuru field to
Oben flowstation.

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Structure maps of the U5000 and V1000 reservoirs are illustrated on

Figures 12 and 13, respectively. Figure 14 shows a schematic cross-section of the
Okporhuru field.

Figure 12
Okporhuru Field Structure Map – U5000 Reservoir

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Figure 13
Okporhuru Field Structure Map – V2000 Reservoir

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Figure 14
Okporhuru Field – Schematic Cross-Section

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Ovhor Field

The Ovhor property covers approximately 9 square kilometers of land in

the OML-38 and OML-41 areas of Delta State, Nigeria. The Ovhor field is located
in a partial swamp region approximately 6 kilometers southwest of the Amukpe
field. The field was discovered in 1991 and was placed on production in
November 1993. The Ovhor field has produced approximately 98.2 MMbbl of oil
and 14.0 Bcf of gas as of October 31, 2013. There are currently 19 oil wells
producing in the Ovhor field at a rate of 27.9 Mbbl of oil per day and 6.5 MMcf of
raw gas per day.

The area is covered by 262 square kilometers of three-dimensional seismic

data that was acquired over the Ovhor, Ubaleme, and Okoporo fields in 1996.
The data quality is fair within the hydrocarbon-bearing zone down to
approximately 11,000 feet, after which the quality depreciates substantially with
depth. The Ovhor structure is interpreted as a simple northwest/southeast-
trending rollover structure with bounding faults to the north as shown on Figure
15. The sands deposits are generally clean with occasional thin shale streaks and
they are generally associated with fluvial channel, marginal marine, and
shoreface depositional environment. The reservoir sands are well developed with
thickness varying from 20 to 120 feet as shown on Figure 16. A geological cross-
section of the Ovhor field is included on Figure 17.

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Figure 15
Ovhor Field Structure Map – I1000 Reservoir

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Figure 16
Ovhor Field – Schematic Cross-Section

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H1000 H1000

H100B H100B
H1100 H1100

H110B H110B
H1200 H1200

H120B H120B
H2000 H2000

H200B
H200B
H3000
H3000

H300B H300B

H3100 H3100

H310B

H310B H4000
H4000

H400B

H400B
H5000

H5000

H500B

Figure 17
Ovhor Field – Geological Cross-Section

Well Ovhor-14 was drilled as a high angle well in the fourth quarter of
2012 and was completed in the H6000 and I2000 reservoirs. It is currently
producing at a rate of approximately 700 barrels per day and 1,980 barrels per
day, respectively.

Seplat’s field development plan outlines a schedule which consists of three

locations and a gas lift program. Seplat plans to drill three locations to target the
J1000 and J2000 reservoirs in 2014 and 2015. These wells have been assigned
1P, 2P, and 3P undeveloped reserves based on volumetric calculations and
analogy to offsetting producers. Seplat is also completing a gas lift program using
compression.

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OML-41

Okoporo and Ubaleme Field

The Okoporo and Ubaleme fields are located in the OML-41 area of Delta
State, Nigeria. The Okoporo and Ubaleme fields lie on the same structural trend
in the southern portion of OML-41. The Okoporo field was discovered in 1961 by
the drilling of well OKOP-1 and appraised by the drilling of well OKOP-2. The
most recently drilled well, OKOP-3, was spudded in June 2013. The Ubaleme
field was discovered in 1968 by the drilling of well UBLM-01 and appraised by
the drilling of wells UBLM-02 and UBLM-03. There has been no production,
testing, or PVT from either field.

Maps were generated in 1996 guided with three-dimensional seismic data.

Both structures are northwest/southeast-trending roll-over anticlines and
bounded on the downthrown side of faults. There is no indication of fluid
communication between Okoporo and Ubaleme. Based on log interpretation, well
OKOP-3 shows oil in the deeper C2000 to C8000 reservoirs and gas in the D1000
and D2000 reservoirs. Ubaleme shows oil in the D1000 and D5000 reservoirs
between 8,300 feet and 12,500 feet total vertical depth subsea (TVDSS), and gas
in the E1000 reservoir. The sands in the fields are generally associated with
marginal marine to shoreface settings with a few channel sands deposits. The
reservoir sands are well developed with thicknesses varying from 20 to 120 feet.

Structure maps for the Okoporo C3000 reservoir and the Ubaleme D1000
reservoir are included on Figures 18 and 19, respectively. Figure 20 illustrates a
schematic cross-section of the Okoporo Field.

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Figure 18
Okoporo Field Structure Map – C3000 Reservoir

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Figure 19
Ubaleme Field Structure Map – D1000 Reservoir

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Figure 20
Okoporo Field – Schematic Cross-Section

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Seplat drilled well OKOPORO-3 as a new well to appraise the C2000,

C3000, and C4000 sands. As of October 31, 2013, the development plan forecasts
the drilling of two wells in 2014 and two wells in 2015. Well UDP-1 is to be drilled
in the Ubaleme field in 2015. Infrastructure is to be built whereby oil will flow to
the Sapele flowstation.

Sapele Field

The Sapele field is located in block OML-41, approximately 40 kilometers

north of Warri with a total pool area of approximately 80 square kilometers. The
field was discovered in 1969 and production commenced in 1971. There have been
26 wells drilled in the field. As of October 31, 2013, there are 16 producing oil
wells and two producing gas wells on Seplat’s acreage. The field produced a total
of 187.8 MMbbl of oil and 765.1 Bcf of gas. Currently, the field produces oil at a
rate of approximately of 6.7 Mbbl per day and 29.9 Mcf of gas per day.

The field was covered by a 250-kilometer irregular grid of two-

dimensional seismic data between 1968 and 1972, and three-dimensional seismic
data were subsequently shot in the western part of the Sapele structure.
Hydrocarbon reservoirs consist of multiple stacked oil and gas-bearing reservoirs,
which are defined as “A,” “B,” “C,” “D,” “G,” and “H” sands, and range from
shallow to deep. The crude oil is undersaturated and moderately heavy in the
shallow channel, while the deep sands contain saturated light crudes with high
solution GORs. Below these, the H sands are gas-bearing.

The Sapele structure is interpreted as an elongated northwest/southeast-

trending rollover anticline structure with a major bounding fault to the north.
The major hydrocarbon reservoirs can be subdivided into two groups based on
their depth of occurrence and properties, with moderately heavy oil of gravity
lower than 20 degrees API accumulated in the shallow “A,” “B,” and “C” sands
and light oil and gas in the deep “D,” “G,” and “H” sands. The sand deposits
generally consist of coarsening-upward sequences and are overlain by a
transgressive sheet of sands. They are associated with fluvial channel and
shoreface depositional environment. Structure maps of the shallow B3500
reservoir and the deep G3000 reservoir are included on Figures 21 and 22,
respectively. Figure 23 illustrates a schematic cross-section of the Sapele deep
reservoirs.

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Figure 21
Sapele Field Shallow Structure Map – B3500 Reservoir

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Figure 22
Sapele Field Deep Structure Map – G4000 Reservoir

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Figure 23
Sapele Field Deep Reservoirs – Schematic Cross-Section

Proved, probable, and possible reserves were applied to the 19 currently

producing well strings using decline analysis.

Two appraisal wells for the D2700 and D3000 sands and one additional
well to further develop the shallow sands were included in the Seplat five-year
development plan. Reserves were estimated based on analogy to other wells in
the field. The wells in the B3500, B3600, D2700, and D3000 sands were forecast
to be placed on production in 2014.

In the Seplat five-year development plan, Seplat has indicated that it will
re-enter four wells to retrieve gas from two produced sands (H1000 and H8000)
and complete an additional six sands. Seplat has also indicated that the increase
in compression and integrity upgrades would occur in 2013 and 2014 to further
develop the field.

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Production forecasts have been updated for Sapele Shallow with

simulation results. Based on these results, proved reserves have been assigned to
the B7400 and C3000 sands, while probable reserves have been assigned to the
B35W and C5000 sands.

Estimation of Reserves

Summary

The estimated gross total 1P, 2P, and 3P oil, natural gas, and condensate
reserves for the properties evaluated in this report for Seplat are summarized as
follows, expressed in Mbbl and MMcf:

Table 16
Gross Reserves
Oil and Condensate Marketable Gas
1P 2P 3P 1P 2P 3P
Block Field (Mbbl) (Mbbl) (Mbbl) (MMcf) (MMcf) (MMcf)

OML-4 Oben 45,904 68,209 84,756 431,096 918,938 1,065,651

OML-38 Amukpe 771 1,198 1,598 878 1,360 1,816

OML-38 Okporhuru 21,071 42,682 56,251 34,969 49,784 59,082

OML-38 Ovhor 27,950 35,273 43,457 6,333 7,999 9,962

OML-41 Ovhor 27,950 35,273 43,457 6,333 7,999 9,962

OML-41 Okoporo & Ubaleme - 2,453 3,762 - 338 520

OML-41 Sapele 27,604 41,036 60,520 221,038 287,958 342,938

Total 151,251 226,124 293,800 700,647 1,274,376 1,489,931

Notes:
1. Marketable gas has been converted to barrels of oil equivalent on a field-by-field basis
2. Numbers in this table may not add exactly due to rounding.

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The estimated gross total proved, total 1P, 2P, and 3P oil, natural gas,
and condensate reserves for the properties evaluated in this report for Seplat are
summarized as follows, expressed in thousands of barrels of oil equivalent
(Mboe):

Table 17
Gross Reserves
Oil Equivalent
1P 2P 3P
Block Field (Mboe) (Mboe) (Mboe)

OML-4 Oben 120,231 226,646 268,489

OML-38 Amukpe 922 1,432 1,911

OML-38 Okporhuru 27,100 51,266 66,438

OML-38 Ovhor 29,042 36,652 45,174

OML-41 Ovhor 29,042 36,652 45,174

OML-41 Okoporo & Ubaleme - 2,512 3,852

OML-41 Sapele 65,714 90,683 119,647

Total 272,052 445,844 550,685

Notes:
1. Marketable gas has been converted to barrels of oil equivalent on a field-by-field basis.
2. Numbers in this table may not add exactly due to rounding.

Estimates of the working-interest total 1P, 2P, and 3P oil, natural gas,
and condensate reserves, evaluated herein are listed as follows, expressed in
Mbbl and MMcf:

Table 18
Working-Interest Reserves
Oil and Condensate Marketable Gas
1P 2P 3P 1P 2P 3P
Block Field (Mbbl) (Mbbl) (Mbbl) (MMcf) (MMcf) (MMcf)

OML-4 Oben 20,657 30,694 38,140 193,993 413,522 479,543

OML-38 Amukpe 347 539 719 395 612 817

OML-38 Okporhuru 9,482 19,207 25,313 15,736 22,403 26,587

OML-38 Ovhor 12,578 15,873 19,556 2,850 3,600 4,483

OML-41 Ovhor 12,578 15,873 19,556 2,850 3,600 4,483

OML-41 Okoporo & Ubaleme - 1,104 1,693 - 152 234

OML-41 Sapele 12,422 18,466 27,234 99,467 129,581 154,322

Total 68,063 101,756 132,210 315,291 573,469 670,469

Notes:
1. Marketable gas has been converted to barrels of oil equivalent on a field-by-field basis
2. Numbers in this table may not add exactly due to rounding.

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Estimates of the net total 1P, 2P, and 3P oil, natural gas, and condensate
reserves, evaluated herein are listed as follows, expressed in Mboe:

Table 19
Working-Interest Reserves
Oil Equivalent
1P 2P 3P
Block Field (Mboe) (Mboe) (Mboe)

OML-4 Oben 54,104 101,991 120,820

OML-38 Amukpe 415 645 860

OML-38 Okporhuru 12,195 23,070 29,897

OML-38 Ovhor 13,069 16,494 20,328

OML-41 Ovhor 13,069 16,494 20,328

OML-41 Okoporo & Ubaleme - 1,130 1,733

OML-41 Sapele 29,571 40,808 53,841

Total 122,424 200,630 247,808

Notes:
1. Marketable gas has been converted to barrels of oil equivalent on a field-by-field basis.
2. Numbers in this table may not add exactly due to rounding.

Procedure/Methodology

Estimates of reserves were prepared by the use of appropriate geologic,

petroleum engineering, and evaluation principles and techniques that are in
accordance with practices generally recognized by the petroleum industry and in
accordance with definitions established by the PRMS. The method or
combination of methods used in the analysis of each reservoir was tempered by
experience with similar reservoirs, stage of development, quality and
completeness of basic data, and production history.

When applicable, the volumetric method was used to estimate the original
oil in place (OOIP) and original gas in place (OGIP). Structure maps were
prepared to delineate each reservoir, and net pay maps were constructed to
estimate reservoir volume. Electrical logs, radioactivity logs, core analyses, and
other available data were used to prepare these maps as well as to estimate
representative values for porosity and water saturation.

Estimates of ultimate recovery were obtained after applying recovery

factors to OOIP or OGIP. These recovery factors were based on consideration of

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the type of energy inherent in the reservoirs, analyses of the petroleum, the
structural positions of the properties, and the production histories. When
applicable, material-balance and other engineering methods were used to
estimate recovery factors. An analysis of reservoir performance, including
production rate, reservoir pressure, and gas/oil ratio (GOR) behavior, was used in
the estimation of reserves.

In certain cases, when the previously named methods could not be used,
reserves were estimated by analogy with similar wells or reservoirs for which
more complete data were available.

Reserves estimates presented herein are based on data available through

October 31, 2013. Estimates of reserves were prepared by subtracting the
cumulative production from the gross ultimate recovery.

The reserves forecasts contained herein terminate at the technical limit of

approximately 50 barrels per day for oil and 100 Mcf per day for gas or at the end
of the concession life, whichever occurs first. If a concession expires before the
economic production limit is reached, production that could be obtained after the
concession expiration, which would otherwise be classified as reserves, has been
classified as contingent resources.

Reserves estimated in this report are supported by details of drilling

results through October 31, 2013, analyses of available geological data, well-test
results, pressures, available core data, and production performance. This report
takes into account all relevant information supplied to us by Seplat.

The oil, natural gas, and condensate reserves estimated in this report are
expressed in terms of 42 United States gallons per barrel. Crude oil reserves are
to be recovered by conventional field operations. Condensate reserves are to be
recovered from gas processing and include C5+ fractions.

Gas quantities included in this report are expressed as marketable gas at

a pressure base of 14.7 pounds per square inch absolute (psia) and a temperature
base of 60 degrees Fahrenheit (°F). Marketable gas is defined as wet gas after
reduction for shrinkage resulting from field separation; processing, including
removal of non-hydrocarbon gas to meet pipeline specifications and condensate
extraction; and flare and other losses but not from fuel usage. Fuel gas is
included as reserves. Wet gas is the total gas produced from the reservoir prior to
processing or separation and includes all non-hydrocarbon components and the
gas equivalent of condensate. The marketable gas is converted to boe by using a
ratio of 5,800 cubic feet per boe.

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Estimates of the net present worth, undiscounted and discounted at a rate

of 10 percent, of the total 1P, 2P, and 3P (non-risk adjusted) Forecast Price Case
scenario reserves of the petroleum interests attributable to Seplat, expressed in
millions of United States dollars (MM U.S.$), are presented in the following
table:

Table 20
Reserves - Working-Interest After Tax Net Present Values Discounted at 10%

1P 2P 3P
Asset (MM U.S.$) (MM U.S.$) (MM U.S.$)

OMLs-4, -38, and -41 844 1,199 1,397

Contingent Resources

OML-4

Oben Field

Seplat intends to drill five wells to further delineate existing oil pools: one
well in each of the D4000 and G4000 reservoirs and three wells in the G5000
reservoir. These locations were identified by DMCL based on the forecast
depletion from the pools and the potential for additional recovery. The timing
was estimated in the fourth quarter of 2017 and the first half of 2018. These
reservoirs were assigned contingent resources, pending development.

Seplat intends to drill three wells to explore gas potential in the F5000,
H3000, and H7000 Formations. The gas locations were identified by Seplat;
however, these locations were scheduled by DMCL to occur in the first quarter of
2018, 2022, and the fourth quarter of 2020, respectively. Due to the quantity of
gas to be produced by all of Seplat’s resource assets, an expansion to the Oben
gas plant of 40, 75, and 130 MMcf per day was used for the 1C, 2C, and 3C
contingent resource cases, respectively. The expansions were scheduled in stages
starting in the third quarter of 2013. Gas forecasting for non-associated gas was
based on available plant capacity remaining after solution gas was forecast.

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OML-38

Amukpe Field

Five gas reservoirs (G2000, G2200, G4000, G5000, and H1000) were
identified through structural closure and wellbore log interpretation to contain
potential commercial hydrocarbons. Reservoirs G2000, G2200, and G5000 were
forecast to be placed on production in 2021, while reservoirs G4000 and H1000
were forecast to be placed on production in 2020 and 2023, respectively. This
development plan was proposed by DMCL. These reservoirs were assigned
contingent gas resources, based on volumetric calculations and pending
development.

Mosogar Field

The Mosogar area covers approximately 3 square kilometers of land in the

OML-38 area of Delta State, Nigeria. There are currently no producing oil wells
and two shut-in wells on Seplat’s acreage.

The Mosogar field is located approximately 50 kilometers north of Warri

and is situated to the east and southeast of the Sapele and Amukpe fields,
respectively. There has not been any production from the Mosogar field. Future
production from this field can be manifolded and flowed to either the Amukpe or
Oben flowstations.

The area was covered by two-dimensional seismic data in 1968 to 1972

and 1980 to 1989 vintages and by three-dimensional seismic data in 1998 to
1999, as illustrated on Figure 24. The Mosogar structure is interpreted as a
simple rollover structure with a northwest/southeast-trending bounding fault to
the north as shown on Figure 25. The sands deposits are generally clean with
occasional thin shale streaks and are associated with coastal plan to shallow
marine environments.

These reservoirs were assigned contingent resources dependent on

satisfying the break even test.

Seplat provided a development plan to drill six wells targeting the U3000
reservoir. Development is expected to occur between 2016 and 2018. These wells
were assigned contingent resources based on volumetric calculations using well
MOSO-002 as an analogy.

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Figure 24
Mosogar Field – Seismic Section of the Shallow Paralic Sequence over Mosogar-002

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Figure 25
Mosogar Field Structure Map – U3000 Reservoir

Okwefe Field

The Okwefe field is located in the OML-38 and OML-49 areas of Delta
State, Nigeria. Seplat holds a 10.8-percent unitized working interest in the field.
There are currently three shut-in oil wells on Seplat’s acreage. No hydrocarbons
have been produced from the field to date.

The Okwefe discovery in OML-38 and OML-49 is approximately

40 kilometers east of Warri. The field was discovered by the drilling of well
OKW-1 in 1989 and further appraised by the drilling of wells OGH-1 in 1990 and
OGH-2 in 1992. The area is covered with 220 square kilometers of
three-dimensional seismic data. The Okwefe field is interpreted as a simple
rollover anticline against a major fault trending in an east-west direction. The

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Okwefe field is separated into two structures by crestal northeast-southwest

conjugate faults as shown on Figure 26. Wells Okwefe-1 and Oghareki-1 are
located on the downthrown fault block, while well Oghareki-2 is located on the
upthrown side. Well OKW-1 encountered multiple stacked oil and gas reservoirs
between 9,400 and 11,800 feet TVDSS. The sand deposits are generally clean
with occasional thin shale streaks and are associated with coastal plan
transgressive-regressive cycles and tidal bars.

Figure 26
Okwefe Field Structure Map – U0700A Reservoir

Four reservoirs (U2000, U3000, U6000, and U0700) were assigned

contingent resources based on volumetric calculations and satisfying the break
even test. Initial production rates and declines were estimated by analogy from
nearby fields as none of the suspended wells have been tested for commercial
production rates.

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Contingent resources were assigned to gas horizons sands U0100 and

U8000 and oil horizons sands U4100, U0300, and U0200. The U0300 and U0200
sands are thin but have potential as commingled producers. An additional well is
forecast for an appraisal of the D07 sand due to the casing string being changed at
the target depth, thereby causing reduced confidence in the logs.

Seplat’s five-year development plan includes the drilling of two wells in

2017. The remaining development is to occur in 2018. Well placement, depth,
staging, counts, and development scheduling was proposed by DMCL.

Orogho Field

The Orogho field lies on the south-central part of OML-38 and was
discovered by the drilling of well Orogho-1. There have been four wells drilled in
the field; currently, two are abandoned and two are shut in. There has been no
production from the Orogho field.

The Orogho structure is interpreted as a rollover anticline, bounded by a

northwest/southeast-trending fault that separates the Orogho field into two blocks,
the North and the South blocks. Wells Orogho-1 and Orogho-2 were drilled in the
North block, while wells Orogho-3 and Orogho-4 were drilled in the South block.
The wells encountered multiple stacked sands between 8,600 to 12,000 feet
TVDSS. The sand deposits are generally clean with occasional thin shale streaks
and are associated with coastal plan to shallow marine environments. Multiple
stacked reservoirs are apparent, in which Seplat has indicated production will be
commingled. The Orogho field D1000 structure map is shown on Figure 27.

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Figure 27
Orogho Field Structure Map – D1000 Reservoir

Seplat has indicated that well Orogho-3 had blown out during drilling and
will need to be side-tracked, while well Orogho-2 is dry. Seplat’s five-year
development plan indicates that wells Orogho-1 and Orogho-4 will be
re-completed along with one appraisal/development well in 2014, two new wells
in 2014, and one infill drilling well in 2015. DMCL has proposed that wells will
be drilled and completed in the D1000, D3000, and D7000 sands in 2018. For this
report, wells Orogho-4, Orogho-6, Orogho-9, Orogho-13, and Orogho-15 have been
anticipated to be re-completed as non-associated gas wells during 2030. These
reservoirs were assigned contingent resources based on satisfying the break even
test.

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Ovhor Field

There are two undeveloped oil reservoirs in the Ovhor field, F4100 and
G1000. Seplat intends to drill wells to evaluate the F4100N and G1000N horizons.
The F4100N horizon was assigned contingent resources based on volumetric
calculations and pending development. The G1000N horizon has been evaluated
and was found to be uneconomic. This development plan was provided by DMCL.

OML-41

Okoporo and Ubaleme Field

Seplat’s five-year development plan forecasts wells OKOP-2 and OKOP-3 to

be drilled and completed as horizontal wells in 2014 following the success of the
CQFF-1 well. Infrastructure is to be built whereby oil will flow to the Sapele
flowstation. The C2000 and C3000 reservoirs were assigned contingent resources
based on the satisfying the break even test.

Sapele Field

The recoverable oil, gas, and condensate not produced by the economic limit
of each planned well in the D2700, D3000, G4000, and G6100 sands were classified
as contingent resources. These contingent resources were demonstrated by well
logs and other data to contain potential commercial hydrocarbons.

Sapele Shallow Field

A project has been undertaken separately to evaluate the shallow reservoir

groupings from A3500 to C6300. In this interval, 22 moderately heavy oil
reservoirs have been identified for oil contingent resources potential. The oil
gravity is below 20 degrees API, these are considered moderately heavy oil
reservoirs compared to many established and producing fields elsewhere in the
world. Thirteen out of the 22 reservoirs have been simulated to determine the
impact of water flooding, polymer flooding, drilling of additional wells and
different thermal applications such as steam-assisted gravity drainage (SAGD) or
cyclic steam simulation (CSS). The results of the simulation study determines
the best enhanced oil recovery (EOR) method that will be applied to these
moderately heavy reservoirs in order to maximize the recovery of contingent
resources.

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DMCL’s extensive experience in the evaluation of heavy oil reservoirs in

North America and internationally has permitted a reasonable estimation of the
recovery factors and development of these heavy oil reservoirs. Eighteen of these
reservoirs have been evaluated for contingent resources. A total of 21 oil wells and
12 water injection wells have been proposed for drilling between 2014 and 2017 to
fully develop these contingent resources. In addition, a plant expansion is planned
for 2014 and 2015 to process the forecast production. These reservoirs were
assigned contingent resources based on development pending and management
approval.

1C contingent resources have been assigned to the B3500, B7400, and

C3000 sands, while 2C contingent resources have been assigned to the A3500,
B3000, B4000, B4300, B5600, B7000, B8000, C2100, C5000, and C5100 sands.
Additional Sapele Shallow contingent resources forecasts have not been
simulated.

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Estimation of Contingent Resources

Summary

The estimated gross oil, natural gas, and condensate contingent resources
are summarized as follows, expressed in Mbbl and MMcf.

Table 21
Gross Contingent Resources
Oil and Condensate Marketable Gas
1C 2C 3C 1C 2C 3C
Block OML (Mbbl) (Mbbl) (Mbbl) (MMcf) (MMcf) (MMcf)

OML-4 Oben 9,567 12,689 15,736 11,533 63,509 72,622

OML-38 Amukpe - 2,624 2,958 - 46,436 52,311

OML-38 Mosogar - - 5,160 - - 2,451

OML-38 Okporhuru - - - - - -

OML-38 Okwefe - 25,724 45,427 - 22,978 54,267

OML-38 Orogho 16,489 22,131 27,747 32,638 73,687 109,558

OML-38 Ovhor - 604 729 - 91 109

OML-41 Ovhor - 604 729 - 91 109

OML-41 Okoporo & Ubaleme - 8,411 10,907 - 933 1,202

OML-41 Sapele 18,036 81,144 190,358 21,122 42,400 152,884

Total 44,091 153,932 299,749 65,293 250,124 445,514

Notes:
1. There is no certainty that it will be commercially viable to produce any portion of the contingent resources
evaluated herein.
2. Contingent resources have an economic status of "Marginal".
3. Okwefe gross pool values are not representitive of the entire pool only the portion that lies within OML-41. Seplat's
unitized interest applies to the entire pool and so actual gross pool volumes are larger than what is represented.
4. Okwefe Field is unitized at an estimated 10.8 percent working interest.
5. Numbers in this table may not add exactly due to rounding.

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The estimated gross oil, natural gas, and condensate contingent resources
are summarized as follows, expressed in Mboe:

Table 22
Gross
Contingent Resources
Oil Equivalent
1C 2C 3C
Block OML (Mboe) (Mboe) (Mboe)

OML-4 Oben 11,555 23,639 28,257

OML-38 Amukpe - 10,631 11,977

OML-38 Mosogar - - 5,583

OML-38 Okporhuru - - -

OML-38 Okwefe - 29,685 54,783

OML-38 Orogho 22,116 34,836 46,636

OML-38 Ovhor - 620 748

OML-41 Ovhor - 620 748

OML-41 Okoporo & Ubaleme - 8,572 11,114

OML-41 Sapele 21,677 88,455 216,717

Total 55,349 197,057 376,562

Notes:
1. There is no certainty that it will be commercially viable to produce any portion of the
contingent resources evaluated herein.
2. Contingent resources have an economic status of "Marginal".
3. Okwefe gross pool values are not representitive of the entire pool only the portion that lies
within OML-41. Seplat's unitized interest applies to the entire pool and so actual gross pool
volumes are larger than what is represented.
4. Okwefe Field is unitized at an estimated 10.8 percent working interest.
5. Numbers in this table may not add exactly due to rounding.

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The estimated working-interest oil, natural gas, and condensate

contingent resources for the properties evaluated in this report are summarized
as follows, expressed in Mbbl and MMcf:

Table 23
Working-Interest Contingent Resources
Oil and Condensate Marketable Gas
1C 2C 3C 1C 2C 3C
Block OML (Mbbl) (Mbbl) (Mbbl) (MMcf) (MMcf) (MMcf)

OML-4 Oben 4,305 5,710 7,081 5,190 28,579 32,680

OML-38 Amukpe - 1,181 1,331 - 20,896 23,540

OML-38 Mosogar - - 2,322 - - 1,103

OML-38 Okporhuru - - - - - -

OML-38 Okwefe - 2,773 4,897 - 2,477 5,850

OML-38 Orogho 7,420 9,959 12,486 14,687 33,159 49,301

OML-38 Ovhor - 272 328 - 41 49

OML-41 Ovhor - 272 328 - 41 49

OML-41 Okoporo & Ubaleme - 3,785 4,908 - 420 541

OML-41 Sapele 8,116 36,515 85,661 9,505 19,080 68,798

Total 19,841 60,467 119,342 29,382 104,693 181,911

Notes:
1. There is no certainty that it will be commercially viable to produce any portion of the contingent resources
evaluated herein.
2. Contingent resources have an economic status of "Marginal".
3. Okwefe Field is unitized at an estimated 10.8 percent working interest.
4. Numbers in this table may not add exactly due to rounding.

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The estimated working-interest oil, natural gas, and condensate

contingent resources for the properties evaluated in this report are summarized
as follows, expressed in Mboe:

Table 24
Working-Interest
Contingent Resources
Oil Equivalent
1C 2C 3C
Block OML (Mboe) (Mboe) (Mboe)

OML-4 Oben 5,200 10,637 12,715

OML-38 Amukpe - 4,784 5,390

OML-38 Mosogar - - 2,512

OML-38 Okporhuru - - -

OML-38 Okwefe - 3,200 5,906

OML-38 Orogho 9,952 15,676 20,986

OML-38 Ovhor - 279 336

OML-41 Ovhor - 279 336

OML-41 Okoporo & Ubaleme - 3,857 5,001

OML-41 Sapele 9,755 39,805 97,523

Total 24,907 78,518 150,706

Notes:
1. There is no certainty that it will be commercially viable to produce any portion of the
contingent resources evaluated herein.
2. Contingent resources have an economic status of "Marginal".
3. Okwefe Field is unitized at an estimated 10.8 percent working interest.
4. Numbers in this table may not add exactly due to rounding.

Procedure/Methodology

Estimates of contingent resources were prepared by the use of appropriate

geologic, petroleum engineering, and evaluation principles and techniques that
are in accordance with practices generally recognized by the petroleum industry
and in accordance with definitions established by the PRMS. The method or
combination of methods used in the analysis of each reservoir was tempered by
experience with similar reservoirs, stage of development, quality and
completeness of basic data, and production history.

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When applicable, the volumetric method was used to estimate the OOIP
and OGIP. Structure maps were prepared to delineate each reservoir, and net
pay maps were constructed to estimate reservoir volume. Electrical logs,
radioactivity logs, core analyses, and other available data were used to prepare
these maps as well as to estimate representative values for porosity and water
saturation.

Estimates of ultimate recovery were obtained after applying recovery

factors to OOIP or OGIP. These recovery factors were based on consideration of
the type of energy inherent in the reservoirs, analyses of the petroleum, the
structural positions of the properties, and the production histories. When
applicable, material-balance and other engineering methods were used to
estimate recovery factors. An analysis of reservoir performance, including
production rate, reservoir pressure, and GOR behavior, was used in the
estimation of contingent resources.

In certain cases, when the previously named methods could not be used,
contingent resources were estimated by analogy with similar wells or reservoirs
for which more complete data were available.

Contingent resources estimates presented herein are based on data

available through October 31, 2013.

Quantities that may be produced after the expiration of concessions,

which would otherwise be classified as reserves, have been classified herein as
contingent resources.

Contingent resources estimated in this report are supported by details of

drilling results through October 31, 2013, analyses of available geological data,
well-test results, pressures, available core data, and production performance.
This report takes into account all relevant information supplied to us by Seplat.

The oil, natural gas, and condensate contingent resources estimated in

this report are expressed in terms of 42 United States gallons per barrel. Crude
oil contingent resources are to be recovered by conventional field operations.
Condensate contingent resources are to be recovered from gas processing, and
include C5+ fractions.

Gas quantities included in this report are expressed as marketable gas at

a pressure base of 14.7 psia and a temperature base of 60 °F. Marketable gas is
defined as wet gas after reduction for shrinkage resulting from field separation;
processing, including removal of non-hydrocarbon gas to meet pipeline

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specifications and condensate extraction; and flare and other losses but not from
fuel usage. Fuel gas is included as contingent resources. Wet gas is the total gas
produced from the reservoir prior to processing or separation and includes all
non-hydrocarbon components and the gas equivalent of condensate. The
marketable gas is converted to boe by using a ratio of 5,800 cubic feet per boe.

Estimates of contingent resources as presented herein are based on the

quantities of petroleum that may be produced after the expiration of an existing
license agreement, that are associated with satellite fields to existing production
operations for which a development plan has not been finalized or for which
sufficient commitment has not been obtained to proceed with development, or
that are currently identified from engineering and geological data to be
potentially recoverable but will require additional data acquisition, assessment,
or investigation.

Detailed field discussions of the contingent resources are contained in the

appendix to this letter report. Estimates of contingent resources were made using
the volumetric method.

Prospective Resources

OML-4

Oben East Field

The Oben East prospect is located in block OML-4, southeast of the Oben
field. The prospect is defined by a seismically interpreted dip-closed footwall
structural closure, with a major northeast/southwest-bounding fault to the north
and south. The structural closure is complex and it is defined by a combination of
dip and hanging wall closure. The structure at deeper horizons is associated with
a footwall closure against the crestal fault.

OML-38

Abraka NE Field

The Abraka NE prospect is located in block OML-38, south of the

Asuokpu-1 marginal oil discovery well. The prospect is defined by a seismically
interpreted dip-closed, hanging-wall structural closure, with a major
northeast/southwest-bounding fault to the north. The areal extent of the Abraka

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prospect is approximately 2 square kilometers with vertical relief between 100 to

200 feet.

Jesse North Field

The Jesse North prospect is located in block OML-38, west of the Ijomi-1
marginal gas discovery well, on trend with the Okwefe field. The prospect is
defined by a seismically interpreted hanging wall structural closure, with a
major northeast/southwest-bounding fault to the north. The areal extent of the
Jesse North prospect is approximately 2 square kilometers with vertical relief
between 100 to 150 feet. A regional seismic cross-section from the Sapele field to
the Jesse field is included on Figure 28.

Figure 28
Regional Seismic Cross-Section from Sapele Field to Jesse Field

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Nugu East Field

The Nugu East prospect is located in block OML-38, east of the Nugu-1
discovery well. The prospect is defined by a seismically interpreted footwall
structural closure, adjacent to a southeast-trending fault, with a major
northeast/southwest-bounding fault to the north. The areal extent of the Nugu
East prospect is approximately 2 square kilometers with vertical relief between
100 to 150 feet.

Ogegere Field

The Ogegere prospect is located in block OML-38, west of the Orogho field.
The prospect is defined by a seismically interpreted dip-closed structural closure,
in the same macrostructure as the Orogho field, with a major east/west-bounding
fault to the north.

Ogume Field

The Ogume prospect is located in block OML-38, updip of the Ogume-1

well. The prospect is defined by a seismically interpreted footwall structural
closure, bounded by a northeast/southwest-trending fault to the north and an
east/west-trending fault to the south. The areal extent of the Ogume prospect is
approximately 2 square kilometers with vertical relief between 200 to 300 feet.

Olokun North Field

The Olokun North prospect is located in block OML-38, east of the

Iguelaba-1 marginal oil discovery well. The prospect is defined by a seismically
interpreted hanging wall structural closure, bounded by a northeast/southwest-
trending fault to the west and an east/west-trending fault to the north. The areal
extent of the Olokun North prospect is approximately 2 square kilometers with
vertical relief between 100 to 200 feet.

Onitcha South Field

The Onitcha South prospect is located in block OML-38, south of the

Asuokpu-1 marginal oil discovery well. The prospect is defined by a seismically
interpreted dip-closed hanging wall structural closure, bounded by a northeast/
southwest-trending fault to the north. The areal extent of the Onitcha South

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prospect is approximately 2 square kilometers with vertical relief between 100 to

200 feet.

OML-41

Ubaleme West Field

The Ubaleme West prospect is located in block OML-41, west of the

Ubaleme field. The prospect structure is interpreted as a four-way dip closure
with a crestal fault at the shallow intervals and a major bounding
northeast/southwest-trending fault to the north. The areal extent of the Ubaleme
West prospect is approximately 3 square kilometers with vertical relief between
100 to 150 feet.

Estimation of Prospective Resources

Summary

The evaluation of prospective resources has been undertaken through the

preparation of several reports. The estimates of prospective resources quantities
are summarized below in two parts. The total prospective resources are identified
as the PIIP and the second part is that portion of the Discovered and
Undiscovered PIIP that is expected to be recovered.

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The estimated gross prospective oil resources for the properties evaluated
in this report are summarized as follows, expressed in Mbbl:

Table 25
Gross Prospective Oil Resources Summary
Pg-
Probability
Adjusted
Low Best High Mean of Geologic Mean

License/ Estimate Estimate Estimate Estimate Success, Pg Estimate

Prospect Block (Mbbl) (Mbbl) (Mbbl) (Mbbl) (Mbbl) (Mbbl)

Abraka NE OML-38 2,152 3,996 7,279 4,453 0.464 2,065

Jesse North OML-38 4,197 7,813 13,838 8,581 0.417 3,579
Nugu East OML-38 2,169 3,936 6,862 4,293 0.379 1,625
Oben East OML-4 2,464 4,075 6,870 4,464 0.320 1,428
Ogegere OML-38 1,397 2,767 5,431 3,164 0.560 1,772
Ogume OML-38 576 1,661 4,147 2,083 0.455 948
Olokun North OML-38 4,761 9,094 16,594 10,081 0.412 4,156
Onitcha South OML-38 1,285 2,694 5,296 3,070 0.532 1,634
Ubaleme West OML-41 1,867 3,922 7,796 4,494 0.528 2,371

Statistical Aggregate 34,689 43,751 55,855 44,683 0.438 19,577

Arithmetic Summation 20,869 39,956 74,113 44,683 0.438 19,577

Notes:
1. Low, best, high, and mean estimates follow the PRMS guidelines for prospective resources.
2. Low, best, high, and mean estimates in this table are P90, P50, P10, and mean respectively.
3. Pg is defined as the probability of discovering reservoirs which flow petroleum at a measurable rate.
4. Pg has been rounded for presentation purposes. Multiplication using this presented Pg may yield
imprecise results. Dividing the Pg -adjusted mean estimate by the mean estimate yields the precise Pg .
5. Application of any geological and economic chance factor does not equate prospective resources to contingent resources or reserves.
6. Recovery efficiency is applied to prospective resources in this table.
7. Arithmetic summation of probabilistic estimates produces invalid results except for the mean estimate.
Arithmetic summation of probabilistic estimates is presented in this table in compliance with PRMS guidelines.
8. Summations may vary from those shown here due to rounding.
9. There is no certainty that any portion of the prospective resources estimated herein will be discovered.
If discovered, there is no certainty that it will be commercially viable to produce any portion of the prospective resources evaluated.

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The estimated working-interest prospective oil resources for the

properties evaluated in this report are summarized as follows, expressed in Mbbl:

Table 26
Working-Interest Prospective Oil Resources Summary
Pg-
Probability
Adjusted
Low Best High Mean of Geologic Mean
Estimate Estimate Estimate Estimate Success, Pg Estimate
License/
Prospect Block (Mbbl) (Mbbl) (Mbbl) (Mbbl) (decimal) (Mbbl)

Abraka NE OML-38 969 1,798 3,275 2,004 0.464 929

Jesse North OML-38 1,889 3,516 6,227 3,861 0.417 1,610
Nugu East OML-38 976 1,771 3,088 1,932 0.379 731
Oben East OML-4 1,109 1,834 3,092 2,009 0.320 642
Ogegere OML-38 629 1,245 2,444 1,424 0.560 797
Ogume OML-38 259 747 1,866 937 0.455 426
Olokun North OML-38 2,142 4,092 7,467 4,536 0.412 1,870
Onitcha South OML-38 578 1,212 2,383 1,381 0.532 735
Ubaleme West OML-41 840 1,765 3,508 2,022 0.528 1,067

Statistical Aggregate 15,610 19,688 25,135 20,107 0.438 8,809

Arithmetic Summation 9,391 17,980 33,351 20,107 0.438 8,809

Notes:
1. Low, best, high, and mean estimates follow the PRMS guidelines for prospective resources.
2. Low, best, high, and mean estimates in this table are P90, P50, P10, and mean respectively.
3. Pg is defined as the probability of discovering reservoirs which flow petroleum at a measurable rate.
4. Pg has been rounded for presentation purposes. Multiplication using this presented Pg may yield
imprecise results. Dividing the Pg-adjusted mean estimate by the mean estimate yields the precise Pg.
5. Application of any geological and economic chance factor does not equate prospective resources to contingent resources or reserves.
6. Recovery efficiency is applied to prospective resources in this table.
7. Arithmetic summation of probabilistic estimates produces invalid results except for the mean estimate.
Arithmetic summation of probabilistic estimates is presented in this table in compliance with PRMS guidelines.
8. Summations may vary from those shown here due to rounding.
9. There is no certainty that any portion of the prospective resources estimated herein will be discovered.
If discovered, there is no certainty that it will be commercially viable to produce any portion of the prospective resources evaluated.

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ENVIRONMENT and FACILITY

Introduction

Seplat production facilities inspected in OML-4, OML-38, and OML-41

consisted of flowstations, gas plants, manifolds, and the NGC compressor station.
The compressor stations are leased and operated by Seplat from the NGC. Sapele
and Oben flowstations are located adjacent to associated gas compressor stations
and NAG gas plants in their respective OMLs. This enables the sharing of field
logistics bases, fire-fighting support, and armed security support. The Amukpe
flowstation is equipped to process liquids only; all associated gas produced is
flared.

Seplat flowstations carry out a two-phase separation: liquids and gas.

Produced liquids are transported to a central liquid treatment facility at
Forcados, owned and operated by Shell. The treatment attracts a tariff, which is
proportional to the water-cut of liquids received. A new treatment facility that
will equip Seplat to reduce the water content of produced liquids from
OML-4, -38, and -41 before transportation to Forcados will be operational in the
near future. It is located within the boundaries of Amukpe flowstation and owned
by Seplat. Development of facilities for re-injection of produced water extracted
at the treatment facility is also in progress.

As part of the upgrading of Oben gas plant by Seplat, a Distributed

Control System (DCS) was commissioned in 2012, moving the facility from
analog controls. Valve actuation is air-pneumatic operated. Upgrade of other
aspects of the plant are planned in order to increase production as demand for
gas increases. Other facilities are operated using analog controls and
instrumentation systems, while data acquisition is made partly through the
Supervisory Control and Data Acquisition (SCADA) and partly manually by
operators at defined intervals. Their actuators are gas-pneumatic driven. The
Sapele gas plant and Sapele compressor station meter and record sales gas using
separate Barton meters.

Seplat surface production facilities are powered using gas engine-driven

generators. Emergency electricity supply is provided by diesel generators.

The visit and inspection of production facilities at Seplat’s OML-38 and

OML-41 served to facilitate the development of an informed scope of work for the
evaluation of surface production facilities.

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Visual inspection was possible but was of a limited depth. Useful

information on the physical condition of the facilities visited was gathered.
Access to documented reports and records from Seplat facility operators was not
possible, though verbal reports were received. It may be possible to access records
after sorting and collation in the future.

The first facility visited was the Sapele flowstation (SFS), followed by an
inspection of NGC’s Sapele gas compression station. The compressor station is
fed with associated gas from the SFS and is operated by Seplat, based on an
agreement with its owners. Following Sapele, the Amukpe flowstation (AFS) and
Amukpe manifold (AM) were visited. The Liquid Treatment Facility (LTF), which
is to receive all liquids produced from OML-4, -38, and -41 is sited in AFS.
Construction of the LTF was at an advanced stage. Each facility visited made a
safety briefing to the site visit team before permitting access to the respective
facilities. All activities within the facilities were limited to visual inspections and
verbal discussions with operators and other personnel.

Aerial and satellite images were provided by Seplat and were expected to
show in detail all facilities owned by Seplat in the Sapele area. The resolution of
the images was rather poor and unusable, and hence did not serve any
meaningful purpose during the scope development exercise.

Personal protective equipment and clothing were provided by Seplat’s

HSE department stationed at the Seplat Base Station. Two engineers and a
driver served as interfaces between facility operators and the site visit team.
Each facility visited assigned a Seplat operator and safety personnel to brief and
lead the DMCL and Narag Energy Solutions team within the premises. At
Amukpe, the briefing included safety precautions to be observed in areas where
construction activity is in ongoing.

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Figure 29
Schematic of Seplat Production Facilities

Figure 29 provides a basic representation of Seplat surface facilities in

OML-4, OML-38, and OML-41. The following are easily identified:

OML-4:
1. Oben Flowstation
2. Oben Gas Manifold
3. Oben Gas Plant
4. NGC Oben Compressor Station
OML-38:
5. Amukpe Flowstation
6. Amukpe Oil Manifold
7. Okporhuru Oil Manifold
8. Liquid Treatment Facility (Under construction)

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9. Ovhor Oil Manifold (Shared by Amukpe and Sapele Flowstations)

OML-41:
10. Sapele Flowstation
11. Sapele Gas Manifold
12. Sapele Gas Plant
13. NGC Sapele Compressor Station

Facilities Visited

Sapele Flowstation (SFS)

• SFS has been in operation for approximately 40 years. Most of its
equipment has been in use since commissioning with regular
maintenance. All operating equipment is in good condition. Surface
coatings have been recently refreshed. No appreciable environmental
degradation nor other forms of significant corrosion were noticed during
the field visit.
• Good access control (in and out of the facility) is monitored with a visitor’s
log book, access control board, and tag system.
• Seplat personnel were provided with appropriate safety clothing and hard
hats, which were worn while working within plant boundaries.
• Fire truck, mobile foam generating equipment, and portable fire
fighting/fire protection gear/equipment stationed at the entrance to SFS
were in good working order. SFS has a well maintained firewater ring
main system.
• Equipment and piping arrangement concentrates the facility to within a
30 meter radius at the center of the plot as shown on the station plot plan.
Open saver pit, knockout vessel, flare, and metering skid are among the
few major items sited outside of the center.
• Continuous flaring of associated gas produced is being carried out. Some
gas is sold to the NGC Sapele gas compressor station which in turn
supplies a power generating station. Gas consumption by the power
station, even at peak production, is well below the associated gas
production capacity of SFS. Dirty flames, typical of gas-flare tips burning
liquid, were observed at moments; SFS operator personnel reported that
liquid entrainment into flare system was common.
• The flowstation is protected by metal wire-mesh fencing and armed
military personnel.
• An analog pressure monitoring and safeguarding system, inclusive of
pressure activated emergency shutdown valves, was installed on the
explosion-proof control panel (Robertshaw) and around the premises to
ensure that the risks to staff are within acceptable limits. Inlet pressures
to pieces of equipment and discharge from pumps to the trunk line are

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among parameters monitored and automatically responded to by set

controls.
• All piping is well secured with no evidence of significant leakage. The
locking of valves, open or closed, was observed as a practice. Positive
isolation piping arrangements and fittings noticed at appropriate
locations.
• All actuated valves are pneumatically operated with produced gas driving
the system.
• A SCADA is installed and used for data acquisition from flow or pressure
meters. The control features of the SCADA are not supported and are not
in use.
• Production through SFS currently utilises between 60 and 75 percent of
its installed capacity.
• Constant pressure pumps are used to evacuate the knockout vessel on the
flare line when the liquid levels exceed the high level set point. Liquid
fill-up rates were reported to significantly exceed the design drain rates of
the KO vessel, a little more often than expected.
• Adequate HSE monitoring and reporting of incidences and near misses
supported by the Seplat Hazard Identification and Control Scheme
(SHICS) cards are being implemented with the use of an HSE notice
board.
• An open drain system provided at the facility was clear of any produced or
polluted water.
• No human habitation was observed outside of the field logistics base
within 200 meters of the facility.
• The facility is supported with a health-centre and accommodation
quarters 100 meters from the SFS plant.
• Inadequate stormwater drainage was noticed in a few locations.

NGC Sapele Compressor Station (NSCS)

• The Sapele compressor station, Sapele flowstation, and Sapele gas plant
form a contiguous plot layout of separate facilities. The Sapele compressor
station is situated between the gas plant and flowstation.
• The gas compressor station delivers sale gas to a third party power station
at 30 bar. Gas from the XHP separator of SFS discharged at 50 bar does
not go through the compressor station; rather, it goes directly to the power
station. LP and HP gas output are received, compressed, metered, and
sold through a pipeline.
• Metal fencing and armed military personnel from SFS compliment
security and monitoring were provided by unarmed personnel from Seplat
and the NGC.

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• Good access control (in and out of the facility) is monitored with a visitor’s
logbook, access control board, and tag system.
• Operating equipment appeared to be in fair working condition. An easily
noticeable degree of environmental degradation and corrosion had affected
the externals of the equipment, and protective paint coatings were in need
of redoing. Not all compressors were functional.
• Gas flaring is employed during cases of downtime; either downtime by the
compressor station or the gas consumer (third party power plant).
• Fire fighting equipment of SFS are also available to the compressor
station.

Sapele Gas Plant

• Evidence of HSE compliance – well conducted HSE briefing, muster point,
proper solid waste disposal, HSE signs. Operators with adequate PPE.
• Availability of fire protection systems such as fire hydrants, fire hose box
(fire hut).
• Good access control (in and out of the facility) is monitored with a visitor’s
log book, access control board, and tag system.
• Good housekeeping. Solid waste bins available and waste adequately
segregated.
• Fire water available and pressurized and the fire pump is fully functional.
• SHICS cards sighted and confirmed in use.
• Fire drill and emergency drill – once per crew, twice per month.
• Maintenance reports/records are prepared daily and sent for archiving to
the base.
• The plant has four gas lines, but only two are in operation. Two wellheads
are not flowing (subsurface safety valve is stuck closed).
• The two flowing flowlines (17T and 18T) operate at 170 bar and 145 bar,
respectively.
• Four gas processing modules were installed, though only two modules are
in working order.
• Sales gas leaves at 29 bar, 15 dew point complying with customer
specifications.
• A chemical injection (corrosion inhibitor) skid was previously in use, but
not in recent times.
• Cathodic protection is provided on the flowlines and buried piping within
the plant. Transformer system in good order.
• Saver pit skimmer is damaged and pit not separating liquids as intended.
The isolation wall is cracked and recirculating oil back to water.
• No LTI in the last 6 months.
• Dedicated and regularly trained fire personnel.

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• Two gas generators sighted, but only one working, while the second was
undergoing repair.
• The facility always has one operations and one operations support staff on
duty.
• Surface protective painting on equipment and pipes in need of additional
coating, rust noticed on spots.
• Small puddles of water noticed at a few locations but otherwise the facility
is adequately drained.
• Chemical storage shed is used for storage of chemicals and consumables
used by gas plant and of the Sapele facilities. Shed is undersized, leaving
some of the consumables outside under tarpaulin cover.
• Three hot water heaters installed with only one is use.
• Four additional Emergency Shutdown Device (ESD) buttons, excluding
any buttons in the control room, were located considerably apart with the
plant boundaries at strategic locations.

Amukpe Flowstation
• All operating equipment is in good working condition. Surface coating
appears to have been recently refreshed; neither appreciable
environmental degradation nor other forms of corrosion were noticed.
• Good access control (in and out of the facility) is monitored with a visitor’s
log book, access control board, and tag system.
• Seplat personnel were provided with appropriate safety clothing and hard
hats, which were worn while working within plant boundaries. This
includes the area where the LTF is under construction.
• Firewater ring main system provides primary fire fighting protection
while a fire truck stationed at the Sapele base station is relied on for
support.
• Portable fire fighting and fire protection gear and equipment are stationed
at entrance to AFS and are in good working order.
• Changes to process flow were underway in order to realign the flowstation
with the LTF. Fluids from Sapele flowstation going to the Amukpe
manifold were rerouted through AFS to the LTF.
• Analog pressure monitoring and safeguarding system on the plant and
control panel was in place to ensure that the risks to staff are within
acceptable limit.
• All piping is well secured with no evidence of leakages, vandalism, or
cannibalisation.
• Adequate HSE monitoring and reporting of incidents and near misses
supported by Seplat Hazard Identification and Control Scheme (SHICS)
cards are being implemented with the use of an HSE notice board.

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• An open drain system provided at the facility was clear of any produced or
polluted water. Low points in the drain system retain some stormwater
and the area surrounding the flare is frequently flooded. Poor drainage
makes water to rise to low piping levels during rainfall.
• Significant public population was observed living within 50 metres of the
facility.

Amukpe Liquid Treatment Facility

• Adequate cordon served to limit access to the site while construction is
underway.
• Construction was at an advanced stage; long-lead items such as water
treatment units, separators, and storage tanks had been installed while
piping spools were being fitted.

Amukpe Manifold
• All equipment appears to be in good condition with very minimal
environmental degradation/weathering noticed.
• Fire protection gear and maintenance schedule/workplan support is
provided from the Amukpe flowstation.
• The personnel were provided with appropriate safety gear, clothing, and
hard hats, which were worn whilst on site.
• Good access control (in and out of the facility) is monitored with a visitor’s
logbook, access control, board, and tag system, with metal fencing
providing security. An unarmed security personnel shed is within a few
meters of the manifold.
• All piping is well secured with no evidence of leakages or vandalism.

Ovhor Oil Manifold (OOM1)

• The facility is protected by armed security personnel.
• Access to OOM2 from Sapele includes the use of a swamp boat over the
Mayuku river.
• Most of Ovhor production goes to Amukpe but six wells are produced to
Sapele flowstation.

Oben Gas Plant (OGP)

• Evidence of HSE compliance – well conducted HSE briefing, muster point,
proper solid waste disposal, presence of access control board, safety board,
and HSE signs. Operators with adequate PPE.

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• Availability of fire protection systems such as fire hydrants, fire hut, and
fire truck.
• Presence of separate full-time fire-fighting crew stationed outside the
facilities. The fire-fighting crew provides protection for the OGP and other
Seplat facilities in the Oben area.
• The fire fighting team is made up of six adequately trained and certified
personnel.
• Operation and maintenance staff undergo fire safety training at least once
in 3 years. Fire drill is held monthly.
• Emergency shower and eye bath outside the chemical shed is under
repair.
• Material safety data sheets were sighted for chemicals stored. Glycol,
servo, and lube oil are stored in the shed.
• SHOC cards available at chemical shed of OGP.
• The draining valve of the bund wall of the diesel tank need to be replaced.
• Presence of discarded wood pallets around process area.
• Line and equipment protective painting significantly compromised.
Urgent maintenance required.
• Jockey pump not included in fire water system.
• Vacuum pump truck used to evacuate condensate from saver pit of OGP to
surge tank of Oben flowstation.
• Cathodic protection equipment not observed nor reported to be in use.
• Two operators and two operations support staff present, all fire trained.
• The newly installed DCS controls the operations of live wells, process
modules, fuel system, instrument air, HP flare, LP flare, start-up and
shutdown.
• Metering is monitored from control room and records transmitted to
Lagos.
• Glycol is injected before the fluid enters Low Temperature Separator for
dehydration.

Oben Flowstation (OBS)

• Evidence of HSE compliance – well conducted HSE briefing, proper solid
waste disposal, presence of access control board, muster point, HSE signs,
wall paper displaying emergency call numbers. Operators with adequate
PPE.
• Availability of fire protection systems such as fire hydrants, foam
generating equipment, and fire hut.
• Cathodic protection ground bed sighted and adequate safety signage;
• No chemical injection for corrosion inhibition; hence, no chemicals stored
on site.
• Eleven personnel on duty of which six are operators.

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• SCADA available but minimal use for well testing only. SCADA is
susceptible to lightning interference.
• Only uses instrument gas.
• Have nine pumping units, but only four are currently running.
• HSE board not sighted. Operator reported that the HSE information is
displayed centrally at the base office.
• Fire incident last year but was fire stopped immediately. Source of flame
was burning bush distant from flowstation.
• Maintenance records kept at the base office.

Oben Compressor Station (OCS)

• Evidence of HSE compliance – well conducted HSE briefing, muster point,
proper solid waste disposal and HSE signs. Operators with adequate PPE.
• Access control board and safety board not sighted. Tag system not used.
• Alternative ESD buttons outside control room not functional.
• LP & HP lines feed the station. Each line has inlet scrubber before
entering compressor.
• Dewpoint control unit and dehydrating units installed and functioning but
not used till gas falls outside customer specifications.
• One out of four compressors functioning.
• Gas venting to atmosphere is used as an alternative to flaring for small
volumes.

Rapele (LACT) Oil Manifold

• Access control board sighted and used.
• Good HSE briefing and HSE signage adequate.
• Number of staff – two operators and two maintenance personnel.
• Muster point outside plant boundaries.
• Solid waste disposal bin sighted.
• Liquid and oily waste evacuated by third party company.
• Control room sighted. It has well displayed procedure for LACT
(shutdown, sampling instruction, emergency telephone number).
• Inadequate drain of liquid spills from sampling equipment and metering
skid sump. Manual cleaning of crude oil and liquid spill required.
• Fire water system lacking jockey pump.
• Diesel for emergency generator is not bounded by a bund wall.
• ESD system operational and adequately maintained.
• Facility is powered by diesel generators. 100 percent spared.
• Turbine meters using for recording fluid flow rates.

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• Operator not permanently at the control room but monitored conditions at

the operation building. They come to effect change only when needed at
the control room.
• Sample taken daily for laboratory testing by Seplat and other users of
Rapele manifold.

Conclusion

All plants are functioning well within installed capacities, delivering

adequately and safely. Improvement in maintenance will further enhance
sustainability of the Seplat surface production facilities.

It is recommended that Seplat commission a project to look at the

technical details of identifying cost effective ways of improving on operational
efficiency. This would include the utilization of cleaner flaring at SFS, which will
reduce the impact of the flare on the environment and minimize liquid losses.
Crude loss through liquid carry-over into the flare system is undesirable and
unprofitable.

In light of the age of most of the facilities, optimization of instrumentation

and controls should be explored. Controls for liquid holding equipment, pressure
control devices on lines, and pneumatic controls (lines and actuators) in general
may benefit from an optimization study and refurbishing exercise. Operational
procedures are likely to also benefit as the system is optimized leading to a
reduction in maintenance cost and use of consumables.

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SUMMARY AND CONCLUSIONS

Estimates of proved, probable, and possible oil, natural gas, and

condensate reserves attributable to the working interests owned by Seplat and
evaluated herein are listed as follows, expressed in Mbbl and MMcf:

Table 27
Working-Interest Reserves Summary
1P 2P 3P

Oil, Condensate, and NGL, Mbbl 68,063 101,756 132,210

Marketable Gas, MMcf 315,291 573,469 670,469

Estimates of contingent oil, natural gas, and condensate resources,

attributable to the working interests owned by Seplat and evaluated herein are
listed as follows, expressed in Mbbl and MMcf:

Table 28
Working-Interest Contingent Resource Summary
1C 2C 3C

Oil, Condensate, and NGL, Mbbl 19,841 60,467 119,342

Marketable Gas, MMcf 29,382 104,693 181,911

Notes:
1. There is no certainty that it will be commercially viable to produce any portion of the contingent resources
evaluated herein.
2. Contingent resources have an economic status of "Marginal"

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REFERENCES CITED

Klett, T.R., Ahlbrandt, T.S., Schmoker, J.W., and Dolton, G.L. (1997). Ranking
of the world’s oil and gas provinces by known petroleum volumes: U.S.
Geological Survey Open-File Report 97-463 (CD-ROM).

Tuttle, M.L.W., Charpentier, R.R., Brownfield M.E. (1999). The Niger Delta
Petroleum System: Niger Delta Province, Nigeria Cameroon, and
Equatorial Guinea, Africa: US Geological Survey Open-File Report 99-50-
H (pp. 4-14).

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Professional Qualifications DeGolyer and MacNaughton Canada

Limited is an Alberta Corporation with
offices at 311 – 6th Avenue S.W., Suite 1430, Calgary, Alberta T2P 3H2, Canada.
The firm is a subsidiary of DeGolyer and MacNaughton which has been providing
petroleum consulting services throughout the world since 1936. The firm’s
professional engineers, geologists, geophysicists, petrophysicists, and economists
are engaged in the independent appraisal of oil and gas properties, evaluation of
hydrocarbon and other mineral prospects, basin evaluations, comprehensive field
studies, equity studies, and studies of supply and economics related to the energy
industry. Except for the provision of professional services on a fee basis,
DeGolyer and MacNaughton Canada Limited has no commercial arrangement
with Seplat.

The evaluation has been supervised by Ms. Nahla Boury. Ms. Boury, Vice
President Engineering and Director with DeGolyer and MacNaughton Canada
Limited, a Registered Professional Engineer in the Province of Alberta, has
23 years of oil and gas industry experience and 19 years of applicable evaluation
experience.

Submitted,

DeGOLYER and MacNAUGHTON

CANADA LIMITED
SIGNED: March 6, 2014

_______________________________
Nahla R. Boury, P.Eng.

PERMIT TO PRACTICE
DeGolyer and MacNaughton
Canada Limited

Signature _________________________

Date ________March 6, 2014_________

PERMIT NUMBER: P 5568
The Association of Professional Engineers
and Geoscientists of Alberta

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DeGolyer and MacNaughton Canada Limited

CERTIFICATE of QUALIFICATION

I, Nahla R. Boury, Professional Engineer, of 1430, 311 Sixth Avenue S.W.,

Calgary, Alberta, Canada hereby certify:

1. I am an employee of DeGolyer and MacNaughton Canada Limited, which

prepared a competent person’s report of certain Nigerian oil and gas
properties of Seplat Petroleum Development Company PLC. The effective
date of this report is October 31, 2013.

2. I do not have, nor do I expect to receive, any direct or indirect interest in

the securities of Seplat Petroleum Development Company PLC or its
affiliated companies.

3. I attended the University of Calgary and I graduated with a Bachelor of

Science Degree in Chemical Engineering in 1990; I am a Registered
Professional Engineer in the Province of Alberta and that I have in excess
of twenty-three years’ experience in the Petroleum Industry of which
nineteen years’ experience are in the conduct of evaluation and
engineering studies relating to worldwide oil and gas fields.

4. A personal field inspection of the properties was not made; however, such
an inspection was not considered necessary in view of the information
available from public information and records, the files of Seplat
Petroleum Development Company PLC, and the appropriate provincial
regulatory authorities.

SIGNED: March 6, 2014

Nahla R. Boury, P.Eng.

Vice President Engineering and Director
DeGolyer and MacNaughton
Canada Limited

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INDEX

APPENDIX
TABLES
Table A - DeGolyer and MacNaughton Price Forecast
Table A-1 – Seplat Gas Contract Price
Table B – Seplat’s Working Interest Reserve Production Forecast – Total
Company
Table C – Seplat’s Working Interest Reserve Production Forecast – OML-4
Table D – Seplat’s Working Interest Reserve Production Forecast – OML-38
Table E – Seplat’s Working Interest Reserve Production Forecast – OML-41
Table F – Seplat’s Working Interest Reserve Cost Forecast – Total Company
Table G – Seplat’s Working Interest Reserve Cost Forecast – OML-4
Table H – Seplat’s Working Interest Reserve Cost Forecast – OML-38
Table I – Seplat’s Working Interest Reserve Cost Forecast – OML-41
Table J – Seplat’s Working Interest Contingent Resource Production Forecast
– Total Company
Table K – Seplat’s Working Interest Contingent Resource Production Forecast
– OML-4
Table L – Seplat’s Working Interest Contingent Resource Production Forecast
– OML-38
Table M – Seplat’s Working Interest Contingent Resource Production Forecast
– OML-41
Table N – Seplat’s Working Interest Contingent Resource Cost Forecast –
Total Company
Table O – Seplat’s Working Interest Contingent Resource Cost Forecast –
OML-4
Table P – Seplat’s Working Interest Contingent Resource Cost Forecast –
OML-38
Table Q – Seplat’s Working Interest Contingent Resource Cost Forecast –
OML-41
CORPORATE SUMMARIES – FORECAST PRICE CASE
RESERVES BASE CASE
Proved Developed Producing Reserves
Table 1A –Summary of Reserves and Net Present Values – Total Company
Table 1B –Summary of Production and Future Net Revenue – Total Light Oil
Table 1C –Summary of Production and Future Net Revenue – Total Heavy Oil
Table 1D –Summary of Production and Future Net Revenue – Total Non-
Associated Sales Gas
Table 1E –Summary of Production and Future Net Revenue – Total Solution
Gas
Table 1F –Summary of Production and Future Net Revenue – Total Condensate
Table 1G –Summary of Production and Future Net Revenue – Total Company
Table 1H –Income Tax Summary – Total Company
Total Proved Developed Reserves
Table 2A –Summary of Reserves and Net Present Values – Total Company
Table 2B –Summary of Production and Future Net Revenue – Total Light Oil
Table 2C –Summary of Production and Future Net Revenue – Total Heavy Oil

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APPENDIX (continued)
Table 2D –Summary of Production and Future Net Revenue – Total Non-
Associated Sales Gas
Table 2E –Summary of Production and Future Net Revenue – Total Solution
Gas
Table 2F –Summary of Production and Future Net Revenue – Total Condensate
Table 2G –Summary of Production and Future Net Revenue – Total Company
Table 2H –Income Tax Summary – Total Company
Total Proved Reserves
Table 3A –Summary of Reserves and Net Present Values – Total Company
Table 3B –Summary of Production and Future Net Revenue – Total Light Oil
Table 3C –Summary of Production and Future Net Revenue – Total Heavy Oil
Table 3D –Summary of Production and Future Net Revenue – Total Non-
Associated Sales Gas
Table 3E –Summary of Production and Future Net Revenue – Total Solution
Gas
Table 3F –Summary of Production and Future Net Revenue – Total Condensate
Table 3G –Summary of Production and Future Net Revenue – Total Company
Table 3H –Income Tax Summary – Total Company
Total Proved-plus-Probable Reserves
Table 4A –Summary of Reserves and Net Present Values – Total Company
Table 4B –Summary of Production and Future Net Revenue – Total Light Oil
Table 4C –Summary of Production and Future Net Revenue – Total Heavy Oil
Table 4D –Summary of Production and Future Net Revenue – Total Non-
Associated Sales Gas
Table 4E –Summary of Production and Future Net Revenue – Total Solution
Gas
Table 4F –Summary of Production and Future Net Revenue – Total Condensate
Table 4G –Summary of Production and Future Net Revenue – Total Company
Table 4H –Income Tax Summary – Total Company
Total Proved-plus-Probable-plus-Possible Reserves
Table 5A –Summary of Reserves and Net Present Values – Total Company
Table 5B –Summary of Production and Future Net Revenue – Total Light Oil
Table 5C –Summary of Production and Future Net Revenue – Total Heavy Oil
Table 5D –Summary of Production and Future Net Revenue – Total Non-
Associated Sales Gas
Table 5E –Summary of Production and Future Net Revenue – Total Solution
Gas
Table 5F –Summary of Production and Future Net Revenue – Total Condensate
Table 5G –Summary of Production and Future Net Revenue – Total Company
Table 5H –Income Tax Summary – Total Company
CORPORATE SUMMARIES – FORECAST PRICE CASE
CONTINGENT RESOURCES BASE CASE
1C Contingent Resources
Table 1A –Summary of Resources– Total Company
Table 1G –Summary of Production and Future Net Costs – Total Company
2C Contingent Resources
Table 2A –Summary of Resources – Total Company
Table 2G –Summary of Production and Future Net Revenue – Total Company
3C Contingent Resources
Table 3A –Summary of Resources – Total Company
Table 3G –Summary of Production and Future Net Revenue – Total Company

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APPENDIX (continued)
CORPORATE SUMMARIES – FORECAST PRICE CASE
PROSPECTIVE RESOURCES BASE CASE
Table P1 –Prospect Portfolio Summary
Table 1 –Estimate of the Gross Prospective Oil Resources
Table 2 –Estimate of the Working-Interest Prospective Oil Resources
Table 3 –Probability Distributions

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INDEX

TABLES
Table A - DeGolyer and MacNaughton Price Forecast
Table A-1 – Seplat Gas Contract Price
Table B – Seplat’s Working Interest Reserve Production Forecast – Total
Company
Table C – Seplat’s Working Interest Reserve Production Forecast – OML-4
Table D – Seplat’s Working Interest Reserve Production Forecast – OML-38
Table E – Seplat’s Working Interest Reserve Production Forecast – OML-41
Table F – Seplat’s Working Interest Reserve Cost Forecast – Total Company
Table G – Seplat’s Working Interest Reserve Cost Forecast – OML-4
Table H – Seplat’s Working Interest Reserve Cost Forecast – OML-38
Table I – Seplat’s Working Interest Reserve Cost Forecast – OML-41
Table J – Seplat’s Working Interest Contingent Resource Production Forecast
– Total Company
Table K – Seplat’s Working Interest Contingent Resource Production Forecast
– OML-4
Table L – Seplat’s Working Interest Contingent Resource Production Forecast
– OML-38
Table M – Seplat’s Working Interest Contingent Resource Production Forecast
– OML-41
Table N – Seplat’s Working Interest Contingent Resource Cost Forecast –
Total Company
Table O – Seplat’s Working Interest Contingent Resource Cost Forecast –
OML-4
Table P – Seplat’s Working Interest Contingent Resource Cost Forecast –
OML-38
Table Q – Seplat’s Working Interest Contingent Resource Cost Forecast –
OML-41

381
 TABLE 
DEGOLYER AND MACNAUGHTON CANADA LIMITED PRICE FORECAST
EFFECTIVE DATE: 30-Sep-2013

EDM. HEAVY HEAVY CRUDE CRUDE BC PLANT

OIL FIELD WTI OIL OIL OIL BITUMEN BITUMEN DILBIT @ NYMEX ALBERTA PLANTGATE CANWEST SASK EDMONTON GATE
COSTS EXCHANGE UNESC WTI EDMONTON 25 API 12 API 9 API 9 API 35% Henry Hub AECO AGGR. SPOT PLANT GAS ETHANE PROPANE BUTANE PENTANES SULPHUR
INFLATION RATE Constant @CUSHING Brent LIGHT HARDISTY HARDISTY Pipeline Plant Gate Condensate Reference Border GATE PRICE PRICE PRICE PLUS PRICE
YEAR % USD/CAD $US/bbl $US/bbl $US/bbl $/bbl $/bbl $/bbl $/bbl $/bbl $/bbl US$/Mcf Cdn$/Mcf $/Mcf $/Mcf $/Mcf $/Mcf $/bbl $/bbl $/bbl $/bbl $/ton

2001 2.4 0.646 - 25.82 24.61 39.48 25.09 17.62 - - - 4.10 - 5.32 5.52 6.16 6.13 - 30.39 29.53 42.60 - 10.47
2002 2.4 0.637 - 26.04 24.94 40.11 31.68 27.25 - - - 3.34 - 3.83 4.08 3.89 3.98 - 20.63 26.59 40.88 9.50
2003 2.5 0.716 - 30.99 28.93 43.52 33.06 27.02 - - - 5.49 - 6.05 6.67 6.27 6.54 - 31.89 34.60 44.44 40.71
2004 1.7 0.770 - 41.39 38.35 53.06 38.09 29.97 - - - 6.16 - 6.34 6.56 6.40 6.71 - 34.78 41.21 54.36 39.95
2005 2.0 0.826 - 56.48 55.15 69.28 45.66 34.26 - - - 8.98 - 8.45 8.77 8.17 8.52 - 42.03 50.37 70.75 38.67
2006 1.9 0.882 - 66.02 66.16 73.36 51.90 42.77 - - - 7.01 - 6.59 6.54 6.29 6.91 - 44.02 59.44 75.92 19.36
2007 2.1 0.936 - 72.19 72.46 76.87 54.00 44.27 36.72 33.48 52.49 7.13 - 6.28 6.47 6.22 6.51 - 49.58 62.16 78.43 39.46
2008 2.1 0.944 - 99.90 98.64 103.28 84.25 75.60 74.58 70.98 85.13 9.30 - 8.03 8.17 7.88 8.11 - 58.13 77.31 106.01 365.66
2009 1.2 0.880 - 61.68 61.87 66.21 59.94 55.14 50.27 47.50 58.69 4.16 - 3.90 3.99 3.84 4.08 - 37.37 50.76 68.51 4.84
2010 1.7 0.971 - 79.50 80.05 77.63 68.20 61.50 57.21 62.19 75.87 4.38 - 3.89 4.00 3.65 4.03 - 45.76 64.68 84.18 54.34
2011 2.3 1.012 - 95.15 110.88 95.18 77.71 68.21 65.20 61.31 73.71 4.04 - 3.55 3.64 3.01 3.52 - 52.85 77.23 104.45 117.67
2012 1.6 1.000 - 94.21 111.90 85.84 74.64 65.74 62.66 58.92 69.34 2.82 - 2.15 2.39 2.17 2.10 - 37.95 71.98 103.35 128.97
2013 9 mo. Act 1.2 0.992 - 107.01 111.63 104.88 90.63 - 76.08 71.55 84.36 3.68 - - 3.05 - - - - - - -

2013 3 mo. Fcst - 0.980 100.00 100.00 110.00 97.45 77.96 75.04 65.44 56.44 73.28 3.60 3.27 2.99 3.05 2.83 3.14 13.64 58.47 73.09 99.40 85.00
2014 2.0 0.980 96.00 97.92 105.92 95.23 80.00 73.33 67.15 59.64 75.20 4.00 3.67 3.39 3.45 3.21 3.55 15.24 57.14 71.43 97.14 86.70
2015 2.0 0.980 94.00 97.80 103.80 95.02 79.81 73.16 67.00 59.46 75.02 4.40 4.07 3.78 3.84 3.58 3.96 17.10 57.01 71.26 96.92 88.43
2016 2.0 0.980 96.00 101.88 105.88 99.08 83.23 76.29 69.87 62.05 78.24 4.75 4.42 4.13 4.19 3.90 4.31 19.82 59.45 74.31 101.06 90.20
2017 2.0 0.980 98.50 106.62 108.62 103.83 87.21 79.95 73.21 65.08 81.98 5.10 4.77 4.47 4.53 4.22 4.67 20.77 62.30 77.87 105.90 92.01

382
2018 2.0 0.980 99.00 109.30 111.51 106.46 89.43 81.98 75.07 66.75 84.06 5.45 5.12 4.88 4.88 4.54 5.02 21.29 63.88 79.85 108.59 93.85
2019 2.0 0.980 100.00 112.62 114.87 109.74 92.18 84.50 77.38 68.83 86.65 5.56 5.22 4.97 4.97 4.63 5.12 21.95 65.85 82.31 111.94 95.72
2020 2.0 0.980 100.00 114.87 117.17 111.94 94.03 86.19 78.93 70.21 88.39 5.67 5.33 5.07 5.07 4.72 5.23 22.39 67.16 83.95 114.18 97.64
2021 2.0 0.980 100.00 117.17 119.51 114.18 95.91 87.92 80.51 71.61 90.15 5.78 5.43 5.17 5.17 4.81 5.33 22.84 68.51 85.63 116.46 99.59
2022 2.0 0.980 100.00 119.51 121.90 116.46 97.83 89.67 82.12 73.05 91.96 5.90 5.54 5.28 5.28 4.91 5.44 23.29 69.88 87.35 118.79 101.58
2023 2.0 0.980 100.00 121.90 124.34 118.79 99.78 91.47 83.76 74.51 93.80 6.02 5.65 5.38 5.38 5.01 5.55 23.76 71.27 89.09 121.17 103.61
2024 2.0 0.980 100.00 124.34 126.82 121.17 101.78 93.30 85.44 76.00 95.67 6.14 5.77 5.49 5.49 5.11 5.66 24.23 72.70 90.87 123.59 105.69
2025+ 2.0 escalate oil, gas and product prices at 2.0% per year thereafter

Disclaimer: This price forecast is intended to be used by DMCL's professtionals. Any other persons using this price forecast should have the understanding that it is an estimate of future pricing and should be used at his/her own risk.
DMCL and its officers, directors and employees shall not be held responsible or liable for any use of the above information.
 Table A-1

Seplat Gas Contract Price

Seplat's Contract Price ($/MMBTU)

Year Reserves Contingent Resource
2013 1.50 2.14
2014 1.95 2.18
2015 1.96 2.22
2016 2.32 2.27
2017 2.37 2.30
2018 2.43 2.35
2019 2.48 2.40
2020 2.53 2.44
2021 2.59 2.49
2022 2.64 2.54
2023 2.70 2.59
2024 2.76 2.64
2025 2.82 2.70
2026 2.87 2.75
2027 2.93 2.81
2028 +2.0% Thereafter +2.0% Thereafter

383
 Table B
Total Company
Seplat's Working Interest Reserve Production Forecast
Total Proved + Probable

Light Oil Heavy Oil Condensate Sales Gas

Year (Mbbl) (Mbbl) (Mbbl) (MMcf)

2013 1,410 44 85 3,651

2014 11,189 568 824 28,720
2015 11,082 640 941 28,550
2016 10,068 437 933 39,037
2017 8,599 360 858 39,007
2018 7,336 321 801 39,069
2019 6,163 285 729 39,141
2020 5,166 245 645 39,327
2021 4,332 220 575 39,289
2022 3,645 196 518 39,308
2023 3,153 179 471 39,370
2024 2,731 161 436 39,358
2025 2,313 142 400 39,321
2026 1,951 128 374 39,355
2027 1,675 117 298 25,314
2028 1,436 108 246 16,243
2029 1,197 99 211 11,223
2030 995 93 190 9,908
2031 807 69 165 8,100
2032 597 66 135 4,028
2033 485 62 108 2,502
2034 381 59 88 2,034
2035 292 55 70 1,615

Total 87,003 4,654 10,098 573,469

384
 Table C
OML 4
Seplat's Working Interest Reserve Production Forecast
Total Proved + Probable

Light Oil Heavy Oil Condensate Sales Gas

Year (Mbbl) (Mbbl) (Mbbl) (MMcf)

2013 235 - 17 2,341

2014 2,642 - 153 15,896
2015 3,151 - 159 12,764
2016 3,046 - 197 23,642
2017 2,631 - 189 24,938
2018 2,282 - 182 26,022
2019 1,981 - 177 27,387
2020 1,720 - 176 29,148
2021 1,493 - 174 30,493
2022 1,296 - 172 31,653
2023 1,202 - 171 32,680
2024 1,126 - 171 33,602
2025 982 - 169 34,194
2026 836 - 166 34,710
2027 722 - 107 21,035
2028 618 - 68 12,238
2029 523 - 45 7,502
2030 434 - 39 6,494
2031 361 - 30 5,052
2032 278 - 12 1,247
2033 228 - 7 208
2034 181 - 5 163
2035 138 - 4 113

Total 28,107 - 2,587 413,522

385
 Table D
OML 38
Seplat's Working Interest Reserve Production Forecast
Total Proved + Probable

Light Oil Heavy Oil Condensate Sales Gas

Year (Mbbl) (Mbbl) (Mbbl) (MMcf)
2013 631 - 21 318
2014 4,617 - 209 2,967
2015 4,501 - 206 3,102
2016 4,172 - 200 3,485
2017 3,543 - 184 3,228
2018 2,979 - 171 3,004
2019 2,465 - 141 2,533
2020 2,022 - 107 2,004
2021 1,659 - 81 1,582
2022 1,373 - 62 1,237
2023 1,145 - 45 924
2024 932 - 33 505
2025 774 - 20 341
2026 654 - 15 277
2027 557 - 13 238
2028 477 - 11 206
2029 397 - 10 177
2030 328 - 8 147
2031 266 - 6 107
2032 194 - 4 73
2033 157 - 3 62
2034 122 - 3 52
2035 98 - 3 45

Total 34,062 - 1,556 26,614

386
 Table E
OML 41
Seplat's Working Interest Reserve Production Forecast
Total Proved + Probable

Light Oil Heavy Oil Condensate Sales Gas

Year (Mbbl) (Mbbl) (Mbbl) (MMcf)
2013 544 44 47 991
2014 3,929 568 462 9,858
2015 3,430 640 576 12,684
2016 2,850 437 536 11,910
2017 2,425 360 486 10,842
2018 2,074 321 448 10,044
2019 1,717 285 410 9,221
2020 1,424 245 363 8,175
2021 1,179 220 319 7,214
2022 975 196 284 6,418
2023 806 179 255 5,765
2024 673 161 232 5,252
2025 558 142 211 4,786
2026 462 128 193 4,369
2027 396 117 178 4,040
2028 341 108 167 3,799
2029 277 99 156 3,544
2030 233 93 143 3,267
2031 180 69 129 2,941
2032 125 66 118 2,708
2033 100 62 98 2,231
2034 77 59 80 1,818
2035 56 55 64 1,456

Total 24,834 4,654 5,955 133,333

387
 Table F
Total Company
Seplat's Working Interest Reserve Cost Forecast
Total Proved + Probable

Fixed OPEX Crude Handling Variable Gas Facilities Recompletion Drilling CAPEX Abandonment
Year (M$) G&A Costs OPEX (M$) OPEX CAPEX (M$) CAPEX (M$) (M$) Costs (M$)
2013 5,597 5,149 5,743 384 21,195 2,700 20,430 -
2014 50,555 33,413 46,942 3,089 16,793 36,092 216,287 -
2015 64,886 36,468 47,739 3,128 10,215 7,429 90,854 -
2016 71,725 39,801 43,638 4,319 - 1,238 13,584 -
2017 73,388 40,597 37,961 4,398 - 15,459 9,838 -
2018 75,460 41,409 33,093 4,485 - - 9,440 -
2019 76,036 42,237 28,424 4,575 - 1,493 9,502 505
2020 75,075 43,082 24,288 4,719 - - - -
2021 75,362 43,944 20,839 4,794 - - - -
2022 76,245 44,822 17,937 4,879 - - 16,691 -
2023 77,228 45,719 15,872 4,976 - 5,440 13,003 -
2024 77,837 46,633 14,056 5,062 - - 13,231 -
2025 77,709 47,566 12,171 5,151 - - 28,841 1,141
2026 77,150 48,517 10,530 5,235 - - 13,799 -

388
2027 75,449 49,488 9,256 3,439 - - - -
2028 71,861 50,477 8,134 2,262 - - - 607
2029 68,998 51,487 6,963 1,601 - - - -
2030 64,459 52,517 5,960 1,444 - - 12,106 619
2031 54,905 53,567 4,903 1,205 - - - 633
2032 36,577 40,104 3,771 627 - - - 14,210
2033 30,012 40,906 3,178 404 - - - 669
2034 26,534 41,725 2,601 334 - - - -
2035 22,719 42,559 2,097 271 - - - 71,305
2036 - - - - - - - 18,099

Total 1,405,765 982,188 406,095 70,782 48,203 69,852 467,606 107,788

 Table G
OML 4
Seplat's Working Interest Reserve Cost Forecast
Total Proved + Probable

Fixed OPEX Crude Handling Variable Gas Facilities Recompletion Drilling CAPEX Abandonment
Year (M$) G&A Costs OPEX (M$) OPEX CAPEX (M$) CAPEX (M$) (M$) Costs (M$)
2013 2,225 1,105 928 242 11,700 2,700 8,550 -
2014 22,423 7,170 10,549 1,672 - 9,666 126,137 -
2015 29,469 7,826 12,832 1,366 10,215 - 63,013 -
2016 34,148 8,541 12,654 2,569 - - 9,457 -
2017 36,022 8,712 11,148 2,763 - - 9,838 -
2018 36,817 8,886 9,864 2,940 - - 9,440 -
2019 36,621 9,064 8,732 3,155 - 498 9,502 505
2020 36,325 9,245 7,720 3,437 - - - -
2021 37,054 9,430 6,837 3,665 - - - -
2022 39,318 9,619 6,054 3,878 - - 16,691 -
2023 41,915 9,811 5,727 4,084 - 5,440 13,003 -
2024 44,974 10,007 5,473 4,280 - - 13,231 -
2025 46,579 10,207 4,865 4,441 - - 28,841 -
2026 47,740 10,411 4,232 4,589 - - 13,799 -

389
2027 45,721 10,620 3,727 2,832 - - - -
2028 41,539 10,832 3,255 1,683 - - - 607
2029 39,468 11,049 2,812 1,052 - - - -
2030 36,364 11,270 2,378 930 - - 12,106 619
2031 32,315 11,495 2,021 737 - - - 633
2032 17,737 11,725 1,584 187 - - - 14,210
2033 13,069 11,959 1,322 34 - - - 669
2034 11,555 12,199 1,074 27 - - - -
2035 9,442 12,443 834 19 - - - 44,649

Total 738,841 223,624 126,620 50,582 21,915 18,304 333,607 61,891

 Table H
OML 38
Seplat's Working Interest Reserve Cost Forecast
Total Proved + Probable

Fixed OPEX Crude Handling Variable Gas Facilities Recompletion Drilling CAPEX Abandonment
Year (M$) G&A Costs OPEX (M$) OPEX CAPEX (M$) CAPEX (M$) (M$) Costs (M$)
2013 1,321 1,370 2,492 35 4,995 - 11,880 -
2014 10,196 8,888 18,435 330 2,254 - 32,195 -
2015 12,332 9,700 18,331 347 - - 12,258 -
2016 14,111 10,587 17,330 394 - 1,238 4,127 -
2017 14,393 10,799 15,012 372 - - - -
2018 14,681 11,015 12,875 354 - - - -
2019 14,975 11,235 10,866 304 - 560 - -
2020 14,904 11,460 9,076 260 - - - -
2021 14,795 11,689 7,596 210 - - - -
2022 14,614 11,923 6,413 168 - - - -
2023 14,151 12,161 5,453 129 - - - -
2024 12,319 12,405 4,527 74 - - - -
2025 11,328 12,653 3,835 52 - - - -
2026 11,007 12,906 3,312 38 - - - -

390
2027 11,227 13,164 2,879 33 - - - -
2028 11,452 13,427 2,512 29 - - - -
2029 11,242 13,696 2,133 26 - - - -
2030 10,611 13,970 1,799 22 - - - -
2031 9,673 14,249 1,485 16 - - - -
2032 7,928 - 1,103 13 - - - -
2033 7,166 - 914 11 - - - -
2034 6,106 - 723 9 - - - -
2035 5,467 - 590 8 - - - 2,550
2036 - - - - - - - 12,534

Total 256,001 217,297 149,691 3,232 7,249 1,798 60,461 2,550

 Table I
OML 41
Seplat's Working Interest Reserve Cost Forecast
Total Proved + Probable

Fixed OPEX Crude Handling Variable Gas Facilities Recompletion Drilling CAPEX Abandonment
Year (M$) G&A Costs OPEX (M$) OPEX CAPEX (M$) CAPEX (M$) (M$) Costs (M$)
2013 2,051 2,674 2,323 108 4,500 - - -
2014 17,936 17,355 17,958 1,087 14,539 26,426 57,955 -
2015 23,085 18,942 16,576 1,415 - 7,429 15,583 -
2016 23,466 20,673 13,654 1,356 - - - -
2017 22,972 21,086 11,801 1,262 - 15,459 - -
2018 23,962 21,508 10,353 1,191 - - - -
2019 24,441 21,938 8,826 1,116 - 435 - -
2020 23,846 22,377 7,492 1,021 - - - -
2021 23,512 22,825 6,406 919 - - - -
2022 22,313 23,281 5,470 834 - - - -
2023 21,162 23,747 4,692 764 - - - -
2024 20,544 24,222 4,056 709 - - - -
2025 19,802 24,706 3,472 659 - - - 1,141
2026 18,403 25,200 2,986 608 - - - -

391
2027 18,500 25,704 2,650 574 - - - -
2028 18,870 26,218 2,367 550 - - - -
2029 18,288 26,743 2,018 524 - - - -
2030 17,484 27,277 1,784 492 - - - -
2031 12,917 27,823 1,397 452 - - - -
2032 10,912 28,379 1,084 426 - - - -
2033 9,777 28,947 942 358 - - - -
2034 8,872 29,526 804 298 - - - -
2035 7,809 30,116 673 243 - - - 24,106
2036 - - - - - - - 5,566

Total 410,922 541,267 129,784 16,967 19,039 49,750 73,538 25,247

 Table J
Total Company
Seplat's Working Interest Contingent Resource Production Forecast
2C Contingent Resource

Light Oil Heavy Oil Condensate Sales Gas

Year (Mbbl) (Mbbl) (Mbbl) (MMcf)

2013 - - - -
2014 482 - 33 1,021
2015 995 498 50 1,542
2016 1,308 1,734 61 1,854
2017 1,591 3,122 106 2,836
2018 3,252 3,673 231 8,725
2019 3,963 3,000 266 10,001
2020 3,270 2,623 235 8,619
2021 2,650 2,180 246 9,218
2022 2,159 1,784 274 9,801
2023 1,764 1,477 279 8,815
2024 1,445 1,213 264 7,286
2025 1,172 936 222 4,949
2026 955 783 184 3,856
2027 780 676 150 3,144
2028 623 584 121 2,530
2029 492 507 98 2,055
2030 378 433 85 4,498
2031 248 354 64 5,231
2032 182 292 47 3,484
2033 146 252 32 2,293
2034 108 225 21 1,451
2035 94 205 15 727
2036 74 196 8 374
2037 64 188 3 215
2038 53 180 3 77
2039 23 173 1 40
2040 1 168 0 6
2041 - 158 0 4
2042 - 146 0 4
2043 - 141 0 4
2044 - 137 0 4
2045 - 132 0 3
2046 - 128 0 3
2047 - 124 0 3
2048 - 120 0 3
2049 - 116 0 3
2050 - 113 0 3
2051 - 109 0 3
2052 - 107 0 3
2053 - 86 0 2
2054 - 20 0 1

Total 28,270 29,092 3,105 104,691

392
 Table K
OML 4
Seplat's Working Interest Contingent Resource Production Forecast
2C Contingent Resource

Light Oil Heavy Oil Condensate Sales Gas

Year (Mbbl) (Mbbl) (Mbbl) (MMcf)

2013 - - - -
2014 - - - -
2015 - - - -
2016 - - - -
2017 20 - 1 38
2018 422 - 31 3,479
2019 641 - 40 4,046
2020 566 - 35 3,451
2021 496 - 35 4,159
2022 437 - 35 4,490
2023 384 - 29 3,523
2024 339 - 22 2,296
2025 297 - 14 703
2026 262 - 11 348
2027 230 - 10 306
2028 203 - 9 271
2029 178 - 8 238
2030 157 - 7 209
2031 138 - 6 184
2032 122 - 5 163
2033 107 - 5 143
2034 94 - 4 126
2035 83 - 4 111
2036 73 - 3 98
2037 64 - 3 86
2038 53 - 2 72
2039 23 - 1 36

Total 5,392 - 318 28,579

393
 Table L
OML 38
Seplat's Working Interest Contingent Resource Production Forecast
2C Contingent Resource

Light Oil Heavy Oil Condensate Sales Gas

Year (Mbbl) (Mbbl) (Mbbl) (MMcf)

2013 - - - -
2014 482 - 33 1,021
2015 664 - 46 1,404
2016 670 - 46 1,418
2017 637 - 41 1,270
2018 1,323 - 75 2,295
2019 1,673 - 93 2,865
2020 1,396 - 91 2,633
2021 1,134 - 124 3,027
2022 926 - 171 3,710
2023 756 - 196 4,034
2024 617 - 200 3,999
2025 493 - 175 3,470
2026 394 - 147 2,897
2027 315 - 120 2,355
2028 235 - 96 1,878
2029 185 - 78 1,519
2030 136 - 69 4,056
2031 86 - 55 4,971
2032 47 - 40 3,293
2033 32 - 27 2,134
2034 14 - 17 1,319
2035 11 - 12 610
2036 1 - 4 271
2037 - - 1 124

Total 12,228 - 1,957 56,572

394
 Table M
OML 41
Seplat's Working Interest Contingent Resource Production Forecast
2C Contingent Resource

Light Oil Heavy Oil Condensate Sales Gas

Year (Mbbl) (Mbbl) (Mbbl) (MMcf)

2013 - - - -
2014 - - - -
2015 331 498 4 137
2016 637 1,734 15 436
2017 934 3,122 63 1,528
2018 1,507 3,673 126 2,950
2019 1,648 3,000 132 3,091
2020 1,309 2,623 109 2,535
2021 1,019 2,180 87 2,032
2022 797 1,784 69 1,601
2023 623 1,477 54 1,259
2024 489 1,213 43 992
2025 382 936 33 776
2026 299 783 26 611
2027 235 676 21 482
2028 185 584 16 381
2029 128 507 13 298
2030 84 433 10 233
2031 24 354 3 77
2032 13 292 1 29
2033 7 252 1 17
2034 - 225 0 6
2035 - 205 0 5
2036 - 196 0 5
2037 - 188 0 5
2038 - 180 0 5
2039 - 173 0 4
2040 - 168 0 4
2041 - 158 0 4
2042 - 146 0 4
2043 - 141 0 4
2044 - 137 0 4
2045 - 132 0 3
2046 - 128 0 3
2047 - 124 0 3
2048 - 120 0 3
2049 - 116 0 3
2050 - 113 0 3
2051 - 109 0 3
2052 - 107 0 3
2053 - 86 0 2
2054 - 20 0 1

Total 10,650 29,092 830 19,541

395
 Table N
Total Company
Seplat's Working Interest Contingent Resource Cost Forecast
2C Contingent Resource

Fixed OPEX Handling OPEX Variable Gas Facilities Recompletion Drilling CAPEX Abandonment
Year (M$) G&A Costs (M$) OPEX CAPEX (M$) CAPEX (M$) (M$) Costs (M$)
2013 - - - - - - - -
2014 1,687 - 1,905 133 4,534 - 37,731 -
2015 5,173 - 5,925 343 17,553 - 134,093 -
2016 12,736 - 12,199 660 - - 75,481 -
2017 21,865 - 19,249 1,070 21,739 - 97,775 -
2018 38,303 - 28,961 1,997 - 14,635 146,706 -
2019 50,110 - 29,766 2,111 - - 23,350 -
2020 55,385 - 25,695 1,845 - - 33,657 -
2021 57,864 - 21,475 1,809 - - 24,781 -
2022 61,157 - 17,868 1,805 - - 10,862 -
2023 62,467 - 14,984 1,611 - - 7,224 -
2024 63,366 - 12,541 1,353 - - - -
2025 58,104 - 10,150 984 - - - -
2026 53,896 - 8,540 794 - - - -
2027 54,064 - 7,302 663 - - - -
2028 51,955 - 6,183 544 - - - -
2029 49,265 - 5,213 452 - - - 3,691
2030 44,537 - 4,317 780 - 12,499 - 4,139
2031 35,370 - 3,274 860 - - - 14,095

396
2032 29,074 - 2,627 597 - - - -
2033 25,256 - 2,251 414 - - - -
2034 20,749 - 1,919 284 - - - 964
2035 18,762 - 1,755 169 - - - -
2036 16,727 - 1,618 111 - - - -
2037 16,327 - 1,538 84 - - - -
2038 15,822 - 1,453 60 - - - -
2039 12,675 - 1,240 53 - - - 5,955
2040 9,995 - 1,080 46 - - - -
2041 9,593 - 1,033 44 - - - 4,624
2042 8,809 - 972 42 - - - -
2043 8,986 - 961 41 - - - -
2044 9,165 - 950 41 - - - -
2045 9,349 - 935 40 - - - -
2046 9,536 - 931 30 - - - -
2047 9,726 - 920 29 - - - -
2048 9,921 - 910 29 - - - -
2049 10,119 - 900 29 - - - -
2050 10,322 - 890 28 - - - -
2051 10,528 - 882 28 - - - -
2052 10,739 - 877 28 - - - -
2053 9,119 - 718 22 - - - -
2054 1,853 - 169 4 - - - 53,538

Total 1,070,453 - 263,073 22,066 43,827 27,133 591,659 87,007

 Table O
OML 4
Seplat's Working Interest Contingent Resource Cost Forecast
2C Contingent Resource

Fixed OPEX Crude Handling Variable Gas Facilities Recompletion Drilling CAPEX Abandonment
Year (M$) G&A Costs OPEX (M$) OPEX CAPEX (M$) CAPEX (M$) (M$) Costs (M$)
2013 - - - - - - - -
2014 - - - - 2,731 - - -
2015 - - - - 8,358 - - -
2016 - - - - - - - -
2017 150 - 86 5 21,739 - 8,729 -
2018 3,658 - 1,824 400 - - 48,227 -
2019 5,587 - 2,828 468 - - - -
2020 5,937 - 2,539 412 - - 10,562 -
2021 6,781 - 2,272 504 - - - -
2022 7,741 - 2,039 554 - - 10,862 -
2023 8,063 - 1,830 443 - - - -
2024 8,224 - 1,646 296 - - - -
2025 6,023 - 1,473 95 - - - -
2026 5,348 - 1,325 47 - - - -

397
2027 5,455 - 1,189 42 - - - -
2028 5,564 - 1,070 38 - - - -
2029 5,675 - 958 34 - - - -
2030 5,788 - 860 31 - - - -
2031 5,904 - 772 28 - - - -
2032 6,022 - 694 26 - - - -
2033 6,143 - 622 23 - - - -
2034 6,266 - 558 21 - - - -
2035 6,391 - 502 19 - - - -
2036 6,519 - 452 17 - - - -
2037 6,649 - 405 15 - - - -
2038 6,327 - 342 13 - - - -
2039 2,990 - 149 6 - - - 5,955

Total 133,321 - 26,442 3,537 32,829 - 78,380 5,955

 Table P
OML 38
Seplat's Working Interest Contingent Resource Cost Forecast
2C Contingent Resource

Fixed OPEX Crude Handling Variable Gas Facilities Recompletion Drilling CAPEX Abandonment
Year (M$) G&A Costs OPEX (M$) OPEX CAPEX (M$) CAPEX (M$) (M$) Costs (M$)
2013 - - - - - - - -
2014 1,687 - 1,905 133 - - 16,023 -
2015 2,581 - 2,650 210 - - 8,172 -
2016 3,510 - 2,729 216 - - - -
2017 3,795 - 2,647 202 - - 5,430 -
2018 8,163 - 5,609 384 - 14,635 28,399 -
2019 12,007 - 7,235 487 - - - -
2020 12,961 - 6,156 444 - - 6,785 -
2021 14,677 - 5,094 489 - - 24,781 -
2022 16,694 - 4,240 566 - - - -
2023 17,618 - 3,535 604 - - 7,224 -
2024 18,052 - 2,943 597 - - - -
2025 17,482 - 2,398 524 - - - -
2026 15,751 - 1,952 444 - - - -

398
2027 15,337 - 1,596 365 - - - -
2028 13,474 - 1,217 295 - - - -
2029 12,767 - 977 243 - - - 3,385
2030 11,257 - 733 605 - 12,499 - -
2031 9,706 - 471 739 - - - 14,095
2032 8,099 - 263 499 - - - -
2033 6,737 - 180 330 - - - -
2034 4,459 - 80 208 - - - -
2035 3,318 - 64 99 - - - -
2036 1,082 - 5 44 - - - -
2037 369 - - 20 - - - -
2038 - - - - - - - -
2039 - - - - - - - -
2040 - - - - - - - -

Total 231,582 - 54,679 8,746 - 27,133 96,814 22,104

 Table Q
OML 41
Seplat's Working Interest Contingent Resource Cost Forecast
2C Contingent Resource

Fixed OPEX Handling OPEX Variable Gas Facilities Recompletion Drilling CAPEX Abandonment
Year (M$) G&A Costs (M$) OPEX CAPEX (M$) CAPEX (M$) (M$) Costs (M$)
2013 - - - - - - - -
2014 - - - - 1,803 - 21,707 -
2015 2,592 - 3,276 133 9,195 - 125,921 -
2016 9,227 - 9,470 444 - - 75,481 -
2017 17,920 - 16,516 863 - - 83,616 -
2018 26,482 - 21,528 1,213 - - 70,079 -
2019 32,516 - 19,704 1,156 - - 23,350 -
2020 36,487 - 16,999 990 - - 16,311 -
2021 36,406 - 14,109 816 - - - -
2022 36,721 - 11,588 686 - - - -
2023 36,786 - 9,619 564 - - - -
2024 37,090 - 7,952 461 - - - -
2025 34,599 - 6,278 366 - - - -
2026 32,797 - 5,263 303 - - - -
2027 33,273 - 4,516 256 - - - -
2028 32,917 - 3,896 210 - - - -
2029 30,823 - 3,277 174 - - - 306
2030 27,492 - 2,723 144 - - - 4,139
2031 19,759 - 2,031 92 - - - -

399
2032 14,952 - 1,669 72 - - - -
2033 12,376 - 1,449 61 - - - -
2034 10,025 - 1,281 55 - - - 964
2035 9,053 - 1,190 51 - - - -
2036 9,126 - 1,161 50 - - - -
2037 9,309 - 1,133 49 - - - -
2038 9,495 - 1,111 48 - - - -
2039 9,685 - 1,091 47 - - - -
2040 9,878 - 1,075 46 - - - -
2041 9,593 - 1,033 44 - - - -
2042 8,809 - 972 42 - - - -
2043 8,986 - 961 41 - - - -
2044 9,165 - 950 41 - - - -
2045 9,349 - 935 40 - - - -
2046 9,536 - 931 30 - - - -
2047 9,726 - 920 29 - - - -
2048 9,921 - 910 29 - - - -
2049 10,119 - 900 29 - - - -
2050 10,322 - 890 28 - - - -
2051 10,528 - 882 28 - - - -
2052 10,739 - 877 28 - - - -
2053 9,119 - 718 22 - - - -
2054 1,853 - 169 4 - - - 53,538

Total 705,550 - 181,952 9,783 10,998 - 416,465 58,948

DeGolyer and MacNaughton Canada Limited

INDEX

CORPORATE SUMMARIES – FORECAST PRICE CASE

RESERVES BASE CASE
Proved Developed Producing Reserves
Table 1A –Summary of Reserves and Net Present Values – Total Company
Table 1B –Summary of Production and Future Net Revenue – Total Light Oil
Table 1C –Summary of Production and Future Net Revenue – Total Heavy Oil
Table 1D –Summary of Production and Future Net Revenue – Total Non-
Associated Sales Gas
Table 1E –Summary of Production and Future Net Revenue – Total Solution
Gas
Table 1F –Summary of Production and Future Net Revenue – Total Condensate
Table 1G –Summary of Production and Future Net Revenue – Total Company
Table 1H –Income Tax Summary – Total Company
Total Proved Developed Reserves
Table 2A –Summary of Reserves and Net Present Values – Total Company
Table 2B –Summary of Production and Future Net Revenue – Total Light Oil
Table 2C –Summary of Production and Future Net Revenue – Total Heavy Oil
Table 2D –Summary of Production and Future Net Revenue – Total Non-
Associated Sales Gas
Table 2E –Summary of Production and Future Net Revenue – Total Solution
Gas
Table 2F –Summary of Production and Future Net Revenue – Total Condensate
Table 2G –Summary of Production and Future Net Revenue – Total Company
Table 2H –Income Tax Summary – Total Company
Total Proved Reserves
Table 3A –Summary of Reserves and Net Present Values – Total Company
Table 3B –Summary of Production and Future Net Revenue – Total Light Oil
Table 3C –Summary of Production and Future Net Revenue – Total Heavy Oil
Table 3D –Summary of Production and Future Net Revenue – Total Non-
Associated Sales Gas
Table 3E –Summary of Production and Future Net Revenue – Total Solution
Gas
Table 3F –Summary of Production and Future Net Revenue – Total Condensate
Table 3G –Summary of Production and Future Net Revenue – Total Company
Table 3H –Income Tax Summary – Total Company
Total Proved-plus-Probable Reserves
Table 4A –Summary of Reserves and Net Present Values – Total Company
Table 4B –Summary of Production and Future Net Revenue – Total Light Oil
Table 4C –Summary of Production and Future Net Revenue – Total Heavy Oil
Table 4D –Summary of Production and Future Net Revenue – Total Non-
Associated Sales Gas
Table 4E –Summary of Production and Future Net Revenue – Total Solution
Gas
Table 4F –Summary of Production and Future Net Revenue – Total Condensate
Table 4G –Summary of Production and Future Net Revenue – Total Company
Table 4H –Income Tax Summary – Total Company
Total Proved-plus-Probable-plus-Possible Reserves
Table 5A –Summary of Reserves and Net Present Values – Total Company
Table 5B –Summary of Production and Future Net Revenue – Total Light Oil
Table 5C –Summary of Production and Future Net Revenue – Total Heavy Oil

400
DeGolyer and MacNaughton Canada Limited

TABLES (continued)
Table 5D –Summary of Production and Future Net Revenue – Total Non-
Associated Sales Gas
Table 5E –Summary of Production and Future Net Revenue – Total Solution
Gas
Table 5F –Summary of Production and Future Net Revenue – Total Condensate
Table 5G –Summary of Production and Future Net Revenue – Total Company
Table 5H –Income Tax Summary – Total Company

401
 Table 1A
Summary of Reserves and Net Present Value - Total Company
Proved Developed Producing
Seplat Petroleum Development Company Plc
Effective as of October 31, 2013
Forecast Price Case

Value Navigator 6.1.4.53

Run Date : Jan 27, 14 16:38
Project : 021576
Current
Reserve Avg. Light&Med Oil Heavy Oil Sales Gas NGLs Total BOE NPV
Well Zone Cat. WI % Gross Net Gross Net Gross Net Gross Net Gross Net @ 0% @ 10%
Mbbl Mbbl Mbbl Mbbl MMcf MMcf Mbbl Mbbl Mbbl Mbbl MM$ MM$
Nigeria
OML-04 + 38 + 41
AMUKPE
1)Amukpe Oil
AMUK001L:E1400X E1400 PP 45.0 325 263 - - 395 367 22 18 415 344 16 11
AMUK001S:D5100X D5100 NRA - - - - - - - - - - - - -
AMUK002T:G5400X G5400 NRA - - - - - - - - - - - - -
Total 1)Amukpe Oil 325 263 - - 395 367 22 18 415 344 16 11
2) Amukpe Other Costs
Amukpe Abandonment PP - - - - - - - - - - - -2 0
Amukpe G&A Expense PP - - - - - - - - - - - -111 -69
Amukpe Licence Fee PP - - - - - - - - - - - 0 0
Amukpe Water Disposal PP - - - - - - - - - - - -10 -10
Total 2) Amukpe Other Costs - - - - - - - - - - -123 -79

Total AMUKPE 325 263 - - 395 367 22 18 415 344 -107 -69
OBEN
D
OBEN003L:D7000M D7000 NRA - - - - - - - - - - - - -
OBEN003S:D7000M D7000 NRA - - - - - - - - - - - - -
OBEN004S:D7000M D7000 NRA - - - - - - - - - - - - -
OBEN005S:D4000M D4000 NRA - - - - - - - - - - - - -
OBEN006S:D7000M D7000 NRA - - - - - - - - - - - - -
OBEN007S:D7000M D7000 NRA - - - - - - - - - - - - -
OBEN008S:D7000M D7000 NRA - - - - - - - - - - - - -
OBEN009S:D7000M D7000 NRA - - - - - - - - - - - - -
OBEN010L:D7000M D7000 NRA - - - - - - - - - - - - -
OBEN010S:D4000M D4000 NRA - - - - - - - - - - - - -
OBEN011L:D7000M D7000 PP 45.0 552 447 - - 367 342 12 9 627 515 44 27
OBEN011L:D7002M D7000 NRA - - - - - - - - - - - - -
OBEN011S:D7000M D7000 PP 45.0 317 256 - - 248 231 8 6 367 302 23 16
OBEN011S:D7001M D7000 NRA - - - - - - - - - - - - -
OBEN020L:D7000M D7000 NRA - - - - - - - - - - - - -
OBEN020S:D7000M D7000 NRA - - - - - - - - - - - - -
OBEN020T:D7000M D7000 PP 45.0 798 646 - - 1138 1058 36 29 1031 857 56 37
OBEN023S:D7000M D7000 NRA - - - - - - - - - - - - -
OBEN024L:D7000M D7000 PP 45.0 742 600 - - 564 524 18 14 857 704 49 31
OBEN024S:D7000M D7000 NRA - - - - - - - - - - - - -
OBEN025L:D4000M D4000 NRA - - - - - - - - - - - - -
OBEN025L:D7000M D7000 NRA - - - - - - - - - - - - -
OBEN025S:D4000M D4000 NRA - - - - - - - - - - - - -
OBEN029S:D4000M D4000 PP 45.0 213 173 - - 405 376 13 10 296 248 15 12
OBEN032S:D4000M D4000 PP 45.0 75 61 - - 215 200 7 5 119 101 2 2
Total D 2698 2181 - - 2936 2731 93 75 3297 2727 189 125
E
OBEN004L:E3000M E3000 NRA - - - - - - - - - - - - -
OBEN005L:E1500M E1500 PP 45.0 358 290 - - 1241 1154 39 32 611 520 32 22
OBEN006L:E3000M E3000 NRA - - - - - - - - - - - - -
OBEN007L:E3000M E3000 NRA - - - - - - - - - - - - -
OBEN008L:E3000M E3000 PP 45.0 399 323 - - 218 203 7 6 444 364 21 15
OBEN009L:E3000M E3000 NRA - - - - - - - - - - - - -
OBEN022T:E4000M E4000 PP 45.0 335 271 - - 748 696 24 19 488 410 19 14
OBEN023L:E3000M E3000 NRA - - - - - - - - - - - - -
OBEN029L:E4000M E4000 PP 45.0 257 208 - - 1223 1137 39 31 507 436 21 14
OBEN032L:E3000M E3000 NRA - - - - - - - - - - - - -
Total E 1350 1092 - - 3430 3190 108 88 2050 1729 93 65

These data accompany the report of DeGolyer and MacNaughton and are subject to its specific conditions.

402
 Table 1A
Summary of Reserves and Net Present Value - Total Company
Proved Developed Producing
Seplat Petroleum Development Company Plc
Effective as of October 31, 2013
Forecast Price Case

Value Navigator 6.1.4.53

Run Date : Jan 27, 14 16:38
Project : 021576
Current
Reserve Avg. Light&Med Oil Heavy Oil Sales Gas NGLs Total BOE NPV
Well Zone Cat. WI % Gross Net Gross Net Gross Net Gross Net Gross Net @ 0% @ 10%
Mbbl Mbbl Mbbl Mbbl MMcf MMcf Mbbl Mbbl Mbbl Mbbl MM$ MM$
F
OBEN003L:F1500M F1500 NRA - - - - - - - - - - - - -
OBEN012S:F7800 F7800 PP 45.0 510 412 - - 201 187 6 5 551 450 28 18
OBEN014S:F7800 F7800 PP 45.0 282 228 - - 308 286 10 8 344 285 14 10
OBEN015S:F7800C F7800 PP 45.0 986 797 - - 562 523 18 14 1101 901 83 48
OBEN017S:F7800 F7800 NRA - - - - - - - - - - - - -
OBEN018S:F7800 F7800 NRA - - - - - - - - - - - - -
OBEN019S:F7800 F7800 NRA - - - - - - - - - - - - -
OBEN020L:F1500M F1500 NRA - - - - - - - - - - - - -
OBEN024L:F1500M F1500 NRA - - - - - - - - - - - - -
OBEN031S:F7800 F7800 NRA - - - - - - - - - - - - -
Total F 1778 1437 - - 1071 996 34 27 1996 1636 125 76
G
OBEN005L:G8800N G8800 NRA - - - - - - - - - - - - -
OBEN012L:G5000A G5000 NRA - - - - - - - - - - - - -
OBEN012S:G4000B G4000 NRA - - - - - - - - - - - - -
OBEN014L:G1000I G1000 NRA - - - - - - - - - - - - -
OBEN014L:G4000B G4000 NRA - - - - - - - - - - - - -
OBEN015L:G4000B G4000 NRA - - - - - - - - - - - - -
OBEN017L:G3500A G3500 NRA - - - - - - - - - - - - -
OBEN017L:G4000B G4000 NRA - - - - - - - - - - - - -
OBEN018L:G4000B G4000 NRA - - - - - - - - - - - - -
OBEN019L:G4500A G4500 NRA - - - - - - - - - - - - -
OBEN019L:G5000A G5000 NRA - - - - - - - - - - - - -
OBEN019S:G4000B G4000 NRA - - - - - - - - - - - - -
OBEN019S:G4000M G4000 NRA - - - - - - - - - - - - -
OBEN030L:G4300A G4300 NRA - - - - - - - - - - - - -
OBEN030S:G1000G G1000 NRA - - - - - - - - - - - - -
OBEN031L:G4500A G4500 PP 45.0 673 545 - - 288 268 9 7 732 599 45 34
OBEN031L:G4500M G4500 NRA - - - - - - - - - - - - -
OBEN031S:G4000B G4000 PP 45.0 94 76 - - 257 239 8 7 147 124 3 3
OBEN036T:G3000 G3000 PP 45.0 1339 1082 - - 267 248 8 7 1393 1132 98 63
Total G 2106 1704 - - 812 755 26 21 2272 1854 146 99
H
OBEN016L:H5000A H5000 NRA - - - - - - - - - - - - -
OBEN016S:H2000A H2000 NRA - - - - - - - - - - - - -
Total H - - - - - - - - - - - -
OBEN - Gas
OBEN - NonAssociated PP 45.0 - - - - 41087 38211 169 137 7253 6725 87 67
Total OBEN - Gas - - - - 41087 38211 169 137 7253 6725 87 67
Oben Other Costs
Oben Abandonment PP - - - - - - - - - - - -19 -3
Oben G&A Expense PP - - - - - - - - - - - -174 -78
Oben Licence Fee PP - - - - - - - - - - - -1 0
Total Oben Other Costs - - - - - - - - - - -194 -82

Total OBEN 7931 6414 - - 49336 45883 430 348 16867 14672 446 350
OKOPORO AND UBALEME
Okoporo and Ubaleme Licence Fee
Okoporo and Ubaleme L PP - - - - - - - - - - - 0 0
Total Okoporo and Ubaleme Licence Fee - - - - - - - - - - 0 0

Total OKOPORO AND UBALEME - - - - - - - - - - 0 0

OKPORHURU
1) Okporhuru Oil
OKRU001L:V2000 V2000 PP 45.0 941 761 - - 1017 946 44 36 1161 960 79 47
OKRU001S:U5000 U5000 PP 45.0 1499 1212 - - 264 246 11 9 1556 1264 119 79
OKRU004L:V1000 V1000 PP 45.0 750 606 - - 835 776 36 29 931 770 61 37
OKRU004S:U5000 U5000 PP 45.0 1727 1399 - - 485 451 21 17 1832 1494 136 104
OKRU005L:U8000 U8000 PP 45.0 676 547 - - 337 313 15 12 749 613 49 34
OKRU005S:U7000 U7000 PP 45.0 1092 884 - - 249 232 11 9 1146 932 82 58
OKRU006L:V4000 V4000 PP 45.0 406 329 - - 207 193 9 7 450 369 29 23
OKRU006S:U3000 U3000 PP 45.0 493 398 - - 32 30 1 1 500 404 33 20
Total 1) Okporhuru Oil 7585 6136 - - 3426 3186 149 120 8324 6806 588 401

These data accompany the report of DeGolyer and MacNaughton and are subject to its specific conditions.

403
 Table 1A
Summary of Reserves and Net Present Value - Total Company
Proved Developed Producing
Seplat Petroleum Development Company Plc
Effective as of October 31, 2013
Forecast Price Case

Value Navigator 6.1.4.53

Run Date : Jan 27, 14 16:38
Project : 021576
Current
Reserve Avg. Light&Med Oil Heavy Oil Sales Gas NGLs Total BOE NPV
Well Zone Cat. WI % Gross Net Gross Net Gross Net Gross Net Gross Net @ 0% @ 10%
Mbbl Mbbl Mbbl Mbbl MMcf MMcf Mbbl Mbbl Mbbl Mbbl MM$ MM$
3) Existing Wells
Okporhuru-1 NRA - - - - - - - - - - - - -
Okporhuru-2 NRA - - - - - - - - - - - - -
Okporhuru-3 NRA - - - - - - - - - - - - -
Total 3) Existing Wells - - - - - - - - - - - -
4) OKRU Other Costs
Okporhuru Abandonment PP - - - - - - - - - - - -2 0
Total 4) OKRU Other Costs - - - - - - - - - - -2 0

Total OKPORHURU 7585 6136 - - 3426 3186 149 120 8324 6806 587 401
OVHOR
H
OVHO001S:H1000N H1000 NRA - - - - - - - - - - - - -
OVHO001S:H6000N H6000 PP 45.0 396 322 - - 28 26 3 2 404 328 30 26
OVHO002S:H5000N H5000 PP 45.0 2899 2345 - - 940 874 102 83 3163 2578 253 160
OVHO003L:H3000N H3000 PP 45.0 205 166 - - 189 176 5 4 243 201 15 11
OVHO003S:H1100N H1100 PP 45.0 292 237 - - 93 87 3 2 311 254 21 18
OVHO006T:H5000N H5000 NRA - - - - - - - - - - - - -
OVHO009L:H4000N H4000 PP 45.0 945 766 - - 122 113 3 3 969 788 73 55
OVHO009S:H1200N H1200 PP 45.0 161 130 - - 178 165 7 5 198 164 11 9
OVHO010S:H1000N H1000 NRA - - - - - - - - - - - - -
OVHO013L:H5000N H5000 PP 45.0 1676 1355 - - 231 215 25 20 1741 1413 140 89
OVHO013S:H1200N H1200 PP 45.0 1279 1035 - - 471 438 18 14 1378 1125 103 73
OVHO014S:H6000N H6000 PP 45.0 205 167 - - 169 157 18 15 253 209 16 14
Total H 8059 6523 - - 2420 2251 185 150 8661 7060 663 454
I
OVHO001L:I3000N I3000 PP 45.0 1105 895 - - 66 62 10 8 1127 914 88 65
OVHO002L:I3000N I3000 PP 45.0 454 369 - - 227 211 36 29 529 435 37 33
OVHO005S:I1000N I1000 PP 45.0 607 491 - - 99 92 10 8 634 515 47 33
OVHO007T:I1000N I1000 PP 45.0 4535 3670 - - 217 202 22 18 4595 3723 363 251
OVHO008T:I2000N I2000 PP 45.0 1900 1538 - - 48 44 7 6 1916 1552 142 102
OVHO009S:I1200N I1200 NRA - - - - - - - - - - - - -
OVHO012T:I1000N I1000 PP 45.0 2649 2144 - - 419 390 43 35 2765 2246 209 143
Total I 11251 9107 - - 1076 1000 130 105 11566 9385 886 625
J
OVHO001L:J1000N J1000 NRA - - - - - - - - - - - - -
OVHO005L:J1000N J1000 PP 45.0 414 335 - - 172 160 6 5 449 367 31 24
OVHO010L:J2000N J2000 PP 45.0 312 252 - - 206 192 7 5 354 291 23 18
Total J 725 587 - - 378 352 12 10 803 658 54 42
Ovhor Other Costs
Ovhor Abandonment PP - - - - - - - - - - - -8 -1
Ovhor License Fee PP - - - - - - - - - - - 0 0
Total Ovhor Other Costs - - - - - - - - - - -8 -2

Total OVHOR 20035 16217 - - 3874 3603 327 265 21029 17103 1595 1119
SAPELE
1) Sapele Shallow Oil
SAPL011T:C5000X C5000 PP 45.0 - - 337 273 1214 1129 53 43 599 510 21 14
SAPL021L:B7400X B7400 PP 45.0 - - 27 22 469 436 20 17 128 114 3 3
SAPL021S:B3500X B3500 PP 45.0 - - 174 141 684 636 30 24 322 275 14 10
SAPL023T:B3500X B3500 PP 45.0 - - 85 69 607 564 26 21 216 188 5 4
SAPL024T:C3000X C3000 PP 45.0 - - 765 619 919 855 40 32 963 799 55 39
Total 1) Sapele Shallow Oil - - 1388 1123 3893 3620 169 137 2229 1884 98 71

These data accompany the report of DeGolyer and MacNaughton and are subject to its specific conditions.

404
 Table 1A
Summary of Reserves and Net Present Value - Total Company
Proved Developed Producing
Seplat Petroleum Development Company Plc
Effective as of October 31, 2013
Forecast Price Case

Value Navigator 6.1.4.53

Run Date : Jan 27, 14 16:38
Project : 021576
Current
Reserve Avg. Light&Med Oil Heavy Oil Sales Gas NGLs Total BOE NPV
Well Zone Cat. WI % Gross Net Gross Net Gross Net Gross Net Gross Net @ 0% @ 10%
Mbbl Mbbl Mbbl Mbbl MMcf MMcf Mbbl Mbbl Mbbl Mbbl MM$ MM$
2) Sapele Deep Oil
SAPL002L:G3000X G3000 PP 45.0 670 542 - - 1508 1402 66 53 996 837 58 37
SAPL002S:G2000X G2000 PP 45.0 856 692 - - 390 363 17 14 941 769 67 41
SAPL006L:G5600X G5600 PP 45.0 639 517 - - 1440 1339 63 51 950 798 54 36
SAPL006S:G2000X G2000 PP 45.0 546 442 - - 1256 1168 55 44 818 688 46 32
SAPL009S:G2000X G2000 PP 45.0 450 364 - - 819 762 36 29 626 524 35 24
SAPL010L:G4000X G4000 PP 45.0 459 371 - - 4937 4592 215 174 1525 1336 52 33
SAPL012L:G3000X G3000 PP 45.0 575 465 - - 693 645 30 24 725 601 45 29
SAPL012S:G2000X G2000 PP 45.0 400 323 - - 1924 1789 84 68 815 699 38 25
SAPL013L:G3000X G3000 PP 45.0 573 463 - - 1576 1465 69 55 913 772 43 31
Total 2) Sapele Deep Oil 5169 4180 - - 14543 13525 632 511 8309 7023 438 288
3) Sapele Gas
SAPL017T:G6000X G6000 PP 45.0 - - - - 6293 5852 274 221 1359 1230 30 21
Total 3) Sapele Gas - - - - 6293 5852 274 221 1359 1230 30 21
4) Sapele NRA
SAPL001L:G5400X G5400 NRA - - - - - - - - - - - - -
SAPL004S:G2000X G2000 NRA - - - - - - - - - - - - -
SAPL005L:G3000X G3000 NRA - - - - - - - - - - - - -
SAPL005S:G2000X G2000 NRA - - - - - - - - - - - - -
SAPL010S:G2000X G2000 NRA - - - - - - - - - - - - -
SAPL013S:G2000X G2000 NRA - - - - - - - - - - - - -
SAPL015T:B4100X B4100 NRA - - - - - - - - - - - - -
Total 4) Sapele NRA - - - - - - - - - - - -
5) Sapele Other Costs
Sapele Abandonment PP - - - - - - - - - - - -15 -3
Sapele Compressors PP - - - - - - - - - - - -14 -13
Sapele G&A Expense PP - - - - - - - - - - - -422 -189
Sapele Integrity Upgr PP - - - - - - - - - - - -4 -4
Sapele License Fee PP - - - - - - - - - - - 0 0
Total 5) Sapele Other Costs - - - - - - - - - - -455 -209

Total SAPELE 5169 4180 1388 1123 24729 22998 1075 870 11896 10138 110 171

Total OML-04 + 38 + 41 41044 33209 1388 1123 81759 76036 2003 1621 58532 49062 2631 1972

Total Nigeria 41044 33209 1388 1123 81759 76036 2003 1621 58532 49062 2631 1972

Total Company 41044 33209 1388 1123 81759 76036 2003 1621 58532 49062 2631 1972

These data accompany the report of DeGolyer and MacNaughton and are subject to its specific conditions.

405
 Table 1B
Summary of Production and Future Net Revenue - Total Company Light Oil
Proved Developed Producing
Seplat Petroleum Development Company Plc
Effective as of October 31, 2013
Forecast Price Case

Value Navigator 6.1.4.53

Run Date : Jan 27, 14 16:40
Project : 021576

RESERVES AND PRODUCTION FORECAST

Light Oil
Mbbl
# of Price Pool Company Share
Year Wells $/bbl bbl/d Vol Gross Net
2013 51 113.11 47920 2923 1315 1073
2014 51 108.89 43102 15732 7080 5777
2015 51 106.70 35987 13135 5911 4788
2016 51 108.83 29760 10892 4901 3970
2017 51 111.66 24389 8902 4006 3229
2018 51 114.63 20074 7327 3297 2658
2019 49 118.09 16536 6036 2716 2189
2020 48 120.46 13663 5001 2250 1814
2021 45 122.87 11395 4159 1872 1509
2022 44 125.33 9496 3466 1560 1257
2023 42 127.85 7938 2898 1304 1051
2024 40 130.40 6647 2433 1095 882
2025 39 133.01 5610 2048 921 743
2026 38 135.67 4661 1701 766 617
2027 35 138.37 3766 1374 618 499
SUB 88027 39612 32055
REM 3182 1432 1154
TOT 91210 41044 33209

COMPANY SHARE FUTURE NET REVENUE

Working Interest Royalty FR After Future
Future Revenue (FR) Revenue Royalties Operating Costs Roy. & Proc & Net Revenue
Oper. Net Other Capital Aband
Oil Total Total Fixed Var Costs Back Income Costs Costs Undisc 10.0%
Year MM$ MM$ MM$ MM$ % MM$ MM$ $/bbl MM$ $/bbl MM$ MM$ MM$ MM$ MM$
2013 149 149 - 40 26.9 9 5 11.16 94 71.47 - 5 - 90 89
2014 771 771 - 208 27.0 59 29 12.41 475 67.14 - 22 - 453 426
2015 631 631 - 154 24.4 63 25 14.73 390 65.93 - - - 390 333
2016 533 533 - 130 24.4 66 21 17.78 316 64.47 - - - 316 246
2017 447 447 - 102 22.8 68 17 21.23 260 64.97 - - - 260 184
2018 378 378 - 86 22.8 69 15 25.32 208 63.14 - - - 208 134
2019 321 321 - 73 22.9 69 12 29.95 166 61.12 - 1 - 165 96
2020 271 271 - 62 22.9 69 10 35.34 130 57.53 - - - 130 69
2021 230 230 - 53 23.0 70 9 42.17 98 52.49 - - - 98 47
2022 196 196 - 45 23.0 71 8 50.12 72 46.36 - - - 72 32
2023 167 167 - 39 23.1 71 6 59.63 51 38.70 - - - 51 20
2024 143 143 - 33 23.2 60 6 59.60 44 40.60 - - - 44 16
2025 123 123 - 29 23.3 61 5 70.76 29 31.31 - - - 29 10
2026 104 104 - 24 23.3 60 4 83.54 16 20.46 - - - 16 5
2027 86 86 - 20 23.4 58 3 98.89 4 7.11 - - - 4 1
SUB 4548 4548 - 1098 24.1 923 174 27.68 2353 59.41 - 28 - 2326 1707
REM 207 207 - 49 23.5 211 8 153.03 -61 -42.46 - - 47 -107 -21
TOT 4755 4755 - 1147 24.1 1134 182 32.06 2293 55.85 - 28 47 2218 1686

NET PRESENT VALUE (MM$) - BT

Discount Rate 0.0% 5.0% 8.0% 10.0% 15.0% 20.0% 25.0%
FR After Roy & Oper . 2293 1968 1812 1721 1529 1378 1256
Proc & Other Income . - - - - - - -
Capital Costs . . . . 28 27 27 26 26 25 25
Abandonment Costs . . 47 19 12 9 4 2 1
Future Net Revenue. . 2218 1922 1774 1686 1499 1350 1230

These data accompany the report of DeGolyer and MacNaughton and are subject to its specific conditions.

406
 Table 1C
Summary of Production and Future Net Revenue - Total Company Heavy Oil
Proved Developed Producing
Seplat Petroleum Development Company Plc
Effective as of October 31, 2013
Forecast Price Case

Value Navigator 6.1.4.53

Run Date : Jan 27, 14 16:42
Project : 021576

RESERVES AND PRODUCTION FORECAST

Heavy Oil
Mbbl
# of Price Pool Company Share
Year Wells $/bbl bbl/d Vol Gross Net
2013 5 113.30 1594 97 44 36
2014 5 109.10 1448 529 238 194
2015 5 106.91 1223 446 201 163
2016 5 109.06 1013 371 167 135
2017 4 111.88 839 306 138 111
2018 4 114.86 713 260 117 94
2019 4 118.32 585 214 96 77
2020 3 120.69 480 176 79 64
2021 3 123.10 412 150 68 54
2022 3 125.56 353 129 58 47
2023 3 128.07 299 109 49 40
2024 2 130.62 219 80 36 29
2025 2 133.24 188 69 31 25
2026 2 135.90 162 59 27 21
2027 2 138.62 140 51 23 19
SUB 3046 1371 1109
REM 38 17 14
TOT 3085 1388 1123

COMPANY SHARE FUTURE NET REVENUE

Working Interest Royalty FR After Future
Future Revenue (FR) Revenue Royalties Operating Costs Roy. & Proc & Net Revenue
Oper. Net Other Capital Aband
Oil Total Total Fixed Var Costs Back Income Costs Costs Undisc 10.0%
Year MM$ MM$ MM$ MM$ % MM$ MM$ $/bbl MM$ $/bbl MM$ MM$ MM$ MM$ MM$
2013 5 5 - 1 28.0 1 0 17.03 3 64.53 - - - 3 3
2014 26 26 - 7 28.1 3 1 18.54 14 59.94 - - - 14 13
2015 22 22 - 5 25.3 3 1 21.57 12 58.28 - - - 12 10
2016 18 18 - 5 25.3 3 1 24.21 10 57.25 - - - 10 7
2017 15 15 - 4 23.5 3 1 27.26 8 58.36 - - - 8 6
2018 14 14 - 3 23.6 3 1 31.91 7 55.87 - - - 7 4
2019 11 11 - 3 23.6 3 1 33.75 5 56.68 - - - 5 3
2020 10 10 - 2 23.6 2 0 34.79 5 57.46 - - - 5 2
2021 8 8 - 2 23.7 2 0 40.70 4 53.22 - - - 4 2
2022 7 7 - 2 23.8 3 0 47.58 3 48.04 - - - 3 1
2023 6 6 - 2 24.0 3 0 55.47 2 41.85 - - - 2 1
2024 5 5 - 1 24.1 2 0 62.18 1 36.95 - - - 1 1
2025 4 4 - 1 24.3 2 0 73.09 1 27.73 - - - 1 0
2026 4 4 - 1 24.6 2 0 85.71 0 16.78 - - - 0 0
2027 3 3 - 1 24.9 2 0 100.53 0 3.62 - - - 0 0
SUB 158 158 - 40 25.0 38 6 32.35 74 54.04 - - - 74 54
REM 2 2 - 1 25.2 2 0 118.17 0 -12.38 - - - 0 0
TOT 160 160 - 40 25.0 40 6 33.42 74 53.21 - - - 74 54

NET PRESENT VALUE (MM$) - BT

Discount Rate 0.0% 5.0% 8.0% 10.0% 15.0% 20.0% 25.0%
FR After Roy & Oper . 74 62 57 54 47 42 39
Proc & Other Income . - - - - - - -
Capital Costs . . . . - - - - - - -
Abandonment Costs . . - - - - - - -
Future Net Revenue. . 74 62 57 54 47 42 39

These data accompany the report of DeGolyer and MacNaughton and are subject to its specific conditions.

407
 Table 1D
Summary of Production and Future Net Revenue - Total Company Non-Associated Sales Gas
Proved Developed Producing
Seplat Petroleum Development Company Plc
Effective as of October 31, 2013
Forecast Price Case

Value Navigator 6.1.4.53

Run Date : Jan 27, 14 16:42
Project : 021576

RESERVES AND PRODUCTION FORECAST

Non-Associated Sales Gas
MMcf
# of Price Pool Company Share
Year Wells $/Mcf Mcf/d Vol Gross Net
2013 2 1.50 53158 3243 1459 1357
2014 2 1.95 52293 19087 8589 7988
2015 2 1.96 51006 18617 8378 7791
2016 2 2.32 49951 18282 8227 7651
2017 2 2.37 49086 17917 8062 7498
2018 2 2.43 42109 15370 6916 6432
2019 2 2.48 18539 6767 3045 2832
2020 2 2.53 7941 2906 1308 1216
2021 2 2.59 2891 1055 475 442
2022 1 2.64 1441 526 237 220
2023 1 2.70 1180 431 194 180
2024 1 2.76 967 354 159 148
2025 1 2.82 792 289 130 121
2026 1 2.87 648 237 106 99
2027 1 2.93 531 194 87 81
SUB 105273 47373 44057
REM 15 7 6
TOT 105288 47380 44063

COMPANY SHARE FUTURE NET REVENUE

Working Interest Royalty FR After Future
Future Revenue (FR) Revenue Royalties Operating Costs Roy. & Proc & Net Revenue
Oper. Net Other Capital Aband
Gas Total Total Fixed Var Costs Back Income Costs Costs Undisc 10.0%
Year MM$ MM$ MM$ MM$ % MM$ MM$ $/Mcf MM$ $/Mcf MM$ MM$ MM$ MM$ MM$
2013 2 2 - 0 13.6 0 0 0.25 2 1.05 - - - 2 2
2014 17 17 - 2 11.6 1 1 0.25 13 1.47 - - - 13 12
2015 16 16 - 2 9.8 1 1 0.26 13 1.51 - - - 13 11
2016 19 19 - 2 9.2 1 1 0.27 15 1.84 - - - 15 12
2017 19 19 - 2 8.4 1 1 0.28 15 1.89 - - - 15 11
2018 17 17 - 1 8.4 1 1 0.31 13 1.91 - - - 13 9
2019 8 8 - 1 9.1 1 0 0.57 5 1.68 - - - 5 3
2020 3 3 - 0 10.5 1 0 1.21 1 1.05 - - - 1 1
2021 1 1 - 0 13.3 1 0 1.99 0 0.26 - - - 0 0
2022 1 1 - 0 15.7 1 0 2.22 0 0.01 - - - 0 0
2023 1 1 - 0 16.2 1 0 2.73 0 - - - - 0 0
2024 0 0 - 0 16.8 1 0 3.36 0 - - - - 0 0
2025 0 0 - 0 17.6 1 0 4.17 0 - - - - 0 0
2026 0 0 - 0 18.6 1 0 5.16 0 - - - - 0 0
2027 0 0 - 0 19.7 1 0 6.39 0 - - - - 0 0
SUB 105 105 - 10 9.8 14 5 0.40 76 1.60 - - - 76 59
REM 0 0 - 0 20.3 0 0 7.06 0 -4.68 - - - 0 0
TOT 105 105 - 10 9.8 14 5 0.40 76 1.60 - - - 76 59

NET PRESENT VALUE (MM$) - BT

Discount Rate 0.0% 5.0% 8.0% 10.0% 15.0% 20.0% 25.0%
FR After Roy & Oper . 76 66 62 59 52 47 43
Proc & Other Income . - - - - - - -
Capital Costs . . . . - - - - - - -
Abandonment Costs . . - - - - - - -
Future Net Revenue. . 76 66 62 59 52 47 43

These data accompany the report of DeGolyer and MacNaughton and are subject to its specific conditions.

408
 Table 1E
Summary of Production and Future Net Revenue - Total Company Solution Gas
Proved Developed Producing
Seplat Petroleum Development Company Plc
Effective as of October 31, 2013
Forecast Price Case

Value Navigator 6.1.4.53

Run Date : Jan 27, 14 16:42
Project : 021576

RESERVES AND PRODUCTION FORECAST

Solution Gas
MMcf
# of Price Pool Company Share
Year Wells $/Mcf Mcf/d Vol Gross Net
2013 - 1.51 - 2266 1020 948
2014 - 1.96 - 12318 5543 5155
2015 - 1.97 - 10442 4699 4370
2016 - 2.33 - 8729 3928 3653
2017 - 2.38 - 7252 3263 3035
2018 - 2.44 - 6159 2772 2578
2019 - 2.49 - 5147 2316 2154
2020 - 2.54 - 4325 1946 1810
2021 - 2.60 - 3707 1668 1551
2022 - 2.65 - 3166 1425 1325
2023 - 2.71 - 2717 1223 1137
2024 - 2.77 - 2295 1033 961
2025 - 2.83 - 1985 893 831
2026 - 2.88 - 1684 758 705
2027 - 2.94 - 1343 604 562
SUB 73534 33090 30774
REM 2865 1289 1199
TOT 76399 34380 31973

COMPANY SHARE FUTURE NET REVENUE

Working Interest Royalty FR After Future
Future Revenue (FR) Revenue Royalties Operating Costs Roy. & Proc & Net Revenue
Oper. Net Other Capital Aband
Gas Total Total Fixed Var Costs Back Income Costs Costs Undisc 10.0%
Year MM$ MM$ MM$ MM$ % MM$ MM$ $/Mcf MM$ $/Mcf MM$ MM$ MM$ MM$ MM$
2013 2 2 - 0 7.0 - - - 1 1.40 - - - 1 1
2014 11 11 - 1 7.0 - - - 10 1.82 - - - 10 10
2015 9 9 - 1 7.0 - - - 9 1.83 - - - 9 7
2016 9 9 - 1 7.0 - - - 9 2.17 - - - 9 7
2017 8 8 - 1 7.0 - - - 7 2.21 - - - 7 5
2018 7 7 - 1 7.0 - - - 6 2.27 - - - 6 4
2019 6 6 - 0 7.0 - - - 5 2.32 - - - 5 3
2020 5 5 - 0 7.0 - - - 5 2.36 - - - 5 2
2021 4 4 - 0 7.0 - - - 4 2.42 - - - 4 2
2022 4 4 - 0 7.0 - - - 4 2.47 - - - 4 2
2023 3 3 - 0 7.0 - - - 3 2.52 - - - 3 1
2024 3 3 - 0 7.0 - - - 3 2.58 - - - 3 1
2025 3 3 - 0 7.0 - - - 2 2.63 - - - 2 1
2026 2 2 - 0 7.0 - - - 2 2.68 - - - 2 1
2027 2 2 - 0 7.0 - - - 2 2.74 - - - 2 1
SUB 77 77 - 5 7.0 - - - 71 2.16 - - - 71 47
REM 4 4 - 0 7.0 - - - 4 2.86 - - - 4 1
TOT 81 81 - 6 7.0 - - - 75 2.19 - - - 75 48

NET PRESENT VALUE (MM$) - BT

Discount Rate 0.0% 5.0% 8.0% 10.0% 15.0% 20.0% 25.0%
FR After Roy & Oper . 75 59 52 48 41 35 31
Proc & Other Income . - - - - - - -
Capital Costs . . . . - - - - - - -
Abandonment Costs . . - - - - - - -
Future Net Revenue. . 75 59 52 48 41 35 31

These data accompany the report of DeGolyer and MacNaughton and are subject to its specific conditions.

409
 Table 1F
Summary of Production and Future Net Revenue - Total Company Condensate
Proved Developed Producing
Seplat Petroleum Development Company Plc
Effective as of October 31, 2013
Forecast Price Case

Value Navigator 6.1.4.53

Run Date : Jan 27, 14 16:43
Project : 021576

RESERVES AND PRODUCTION FORECAST

Condensate
Mbbl
# of Price Pool Company Share
Year Wells $/bbl bbl/d Vol Gross Net
2013 - 113.24 - 141 64 52
2014 - 109.04 - 762 343 280
2015 - 106.85 - 642 289 234
2016 - 108.99 - 540 243 197
2017 - 111.82 - 456 205 165
2018 - 114.80 - 384 173 139
2019 - 118.25 - 294 132 106
2020 - 120.62 - 234 105 85
2021 - 123.03 - 193 87 70
2022 - 125.50 - 163 73 59
2023 - 128.02 - 139 62 50
2024 - 130.57 - 117 53 42
2025 - 133.19 - 100 45 36
2026 - 135.85 - 85 38 31
2027 - 138.57 - 69 31 25
SUB 4320 1944 1573
REM 132 59 48
TOT 4451 2003 1621

COMPANY SHARE FUTURE NET REVENUE

Working Interest Royalty FR After Future
Future Revenue (FR) Revenue Royalties Operating Costs Roy. & Proc & Net Revenue
Oper. Net Other Capital Aband
Condensate Total Total Fixed Var Costs Back Income Costs Costs Undisc 10.0%
Year MM$ MM$ MM$ MM$ % MM$ MM$ $/bbl MM$ $/bbl MM$ MM$ MM$ MM$ MM$
2013 7 7 - 1 18.4 - - - 6 92.40 - - - 6 6
2014 37 37 - 7 18.4 - - - 31 88.97 - - - 31 29
2015 31 31 - 6 19.0 - - - 25 86.55 - - - 25 21
2016 27 27 - 5 19.0 - - - 22 88.29 - - - 22 17
2017 23 23 - 5 19.4 - - - 19 90.13 - - - 19 13
2018 20 20 - 4 19.4 - - - 16 92.53 - - - 16 10
2019 16 16 - 3 19.4 - - - 13 95.31 - - - 13 7
2020 13 13 - 3 19.4 - - - 10 97.22 - - - 10 5
2021 11 11 - 2 19.4 - - - 9 99.16 - - - 9 4
2022 9 9 - 2 19.4 - - - 7 101.15 - - - 7 3
2023 8 8 - 2 19.4 - - - 6 103.18 - - - 6 3
2024 7 7 - 1 19.4 - - - 6 105.24 - - - 6 2
2025 6 6 - 1 19.4 - - - 5 107.35 - - - 5 2
2026 5 5 - 1 19.4 - - - 4 109.50 - - - 4 1
2027 4 4 - 1 19.4 - - - 4 111.68 - - - 4 1
SUB 223 223 - 43 19.1 - - - 181 92.96 - - - 181 124
REM 9 9 - 2 19.4 - - - 7 116.59 - - - 7 2
TOT 232 232 - 44 19.1 - - - 188 93.66 - - - 188 126

NET PRESENT VALUE (MM$) - BT

Discount Rate 0.0% 5.0% 8.0% 10.0% 15.0% 20.0% 25.0%
FR After Roy & Oper . 188 151 135 126 109 96 86
Proc & Other Income . - - - - - - -
Capital Costs . . . . - - - - - - -
Abandonment Costs . . - - - - - - -
Future Net Revenue. . 188 151 135 126 109 96 86

These data accompany the report of DeGolyer and MacNaughton and are subject to its specific conditions.

410
 Table 1G
Summary of Production and Future Net Revenue - Total Company
Proved Developed Producing
Seplat Petroleum Development Company Plc
Effective as of October 31, 2013
Forecast Price Case
Avg. WI : 45.00%
Avg. Roy : 18.69% Value Navigator 6.1.4.53
Avg. Prod. Taxes : 4.70% Run Date : Jan 27, 14 16:45
Project : 021576

RESERVES AND PRODUCTION FORECAST

Light&Med Oil Heavy Oil Sales Gas
Mbbl Mbbl MMcf
# of Price Pool Company Share Price Pool Company Share Price Pool Company Share
Year Wells $/bbl bbl/d Vol Gross Net $/bbl bbl/d Vol Gross Net $/Mcf Mcf/d Vol Gross Net
2013 58 113.11 47920 2923 1315 1073 113.30 1594 97 44 36 1.50 90308 5509 2479 2305
2014 58 108.89 43102 15732 7080 5777 109.10 1448 529 238 194 1.95 86040 31404 14132 13143
2015 58 106.70 35987 13135 5911 4788 106.91 1223 446 201 163 1.96 79613 29059 13076 12161
2016 58 108.83 29760 10892 4901 3970 109.06 1013 371 167 135 2.32 73800 27011 12155 11304
2017 57 111.66 24389 8902 4006 3229 111.88 839 306 138 111 2.37 68954 25168 11326 10533
2018 57 114.63 20074 7327 3297 2658 114.86 713 260 117 94 2.43 58984 21529 9688 9010
2019 55 118.09 16536 6036 2716 2189 118.32 585 214 96 77 2.48 32641 11914 5361 4986
2020 53 120.46 13663 5001 2250 1814 120.69 480 176 79 64 2.54 19758 7232 3254 3026
2021 50 122.87 11395 4159 1872 1509 123.10 412 150 68 54 2.60 13046 4762 2143 1993
2022 48 125.33 9496 3466 1560 1257 125.56 353 129 58 47 2.65 10116 3692 1662 1545
2023 46 127.85 7938 2898 1304 1051 128.07 299 109 49 40 2.71 8625 3148 1417 1317
2024 43 130.40 6647 2433 1095 882 130.62 219 80 36 29 2.77 7237 2649 1192 1109
2025 42 133.01 5610 2048 921 743 133.24 188 69 31 25 2.83 6229 2273 1023 951
2026 41 135.67 4661 1701 766 617 135.90 162 59 27 21 2.88 5262 1921 864 804
2027 38 138.37 3766 1374 618 499 138.62 140 51 23 19 2.94 4210 1537 692 643
SUB 88027 39612 32055 3046 1371 1109 178807 80463 74831
REM 3182 1432 1154 38 17 14 2880 1296 1205
TOT 91210 41044 33209 3085 1388 1123 181687 81759 76036
Condensate Butane Propane Ethane Sulphur
Mbbl Mbbl Mbbl Mbbl LT
Price Company Share Price Company Share Price Company Share Price Company Share Price Company Share
Year $/bbl Gross Net $/bbl Gross Net $/bbl Gross Net $/bbl Gross Net $/LT Gross Net
2013 113.24 64 52 - - - - - - - - - - - -
2014 109.04 343 280 - - - - - - - - - - - -
2015 106.85 289 234 - - - - - - - - - - - -
2016 108.99 243 197 - - - - - - - - - - - -
2017 111.82 205 165 - - - - - - - - - - - -
2018 114.80 173 139 - - - - - - - - - - - -
2019 118.25 132 106 - - - - - - - - - - - -
2020 120.62 105 85 - - - - - - - - - - - -
2021 123.03 87 70 - - - - - - - - - - - -
2022 125.50 73 59 - - - - - - - - - - - -
2023 128.02 62 50 - - - - - - - - - - - -
2024 130.57 53 42 - - - - - - - - - - - -
2025 133.19 45 36 - - - - - - - - - - - -
2026 135.85 38 31 - - - - - - - - - - - -
2027 138.57 31 25 - - - - - - - - - - - -
SUB 1944 1573 - - - - - - - -
REM 59 48 - - - - - - - -
TOT 2003 1621 - - - - - - - -

COMPANY SHARE FUTURE NET REVENUE

Working Interest Royalty FR After Future
Future Revenue (FR) Revenue Royalties Prod. Taxes Oper Costs Roy. & Proc & Net Revenue
Sales Pipe NDDC Oper. Net Other Cap'l Aband
Oil Gas NGLs Total State Other Losses Levy Fixed Var Costs Back Income Costs Costs Undisc 10.0%
Year MM$ MM$ MM$ MM$ MM$ MM$ MM$ MM$ MM$ MM$ MM$ MM$ $/BOE MM$ MM$ MM$ MM$ MM$
2013 154 4 7 165 - 30 - 13 1 10 6 106 57.12 - 5 - 101 100
2014 797 28 37 862 - 155 - 67 3 64 31 543 53.76 - 22 - 521 489
2015 652 26 31 709 - 132 - 34 2 67 26 448 51.72 - - - 448 383
2016 552 28 27 606 - 112 - 29 2 71 22 371 50.04 - - - 371 288
2017 463 27 23 513 - 96 - 15 2 72 19 309 49.08 - - - 309 219
2018 391 24 20 435 - 81 - 12 1 74 16 250 47.60 - - - 250 161
2019 332 13 16 361 - 68 - 10 1 73 13 195 50.28 - 1 - 193 113
2020 281 8 13 302 - 58 - 9 1 73 11 150 50.14 - - - 150 80
2021 238 6 11 255 - 49 - 8 1 74 9 115 47.84 - - - 115 55
2022 203 4 9 216 - 41 - 6 1 74 8 86 43.50 - - - 86 38
2023 173 4 8 185 - 35 - 5 1 74 7 62 37.33 - - - 62 25
2024 148 3 7 158 - 30 - 5 1 62 6 54 38.74 - - - 54 20
2025 127 3 6 136 - 26 - 4 1 63 5 37 31.24 - - - 37 12
2026 108 3 5 115 - 22 - 3 1 63 4 22 22.50 - - - 22 7
2027 89 2 4 95 - 18 - 3 1 61 3 9 11.70 - - - 9 3
SUB 4706 182 223 5111 - 954 - 223 19 975 185 2755 48.50 - 28 - 2728 1991
REM 210 4 9 222 - 43 - 7 2 213 8 -51 - - - 47 -97 -19
TOT 4915 186 232 5333 - 997 - 229 21 1188 193 2705 46.20 - 28 47 2631 1972

NET PRESENT VALUE (MM$) - BT PROFITABILITY BT

Discount Rate 0.0% 5.0% 8.0% 10.0% 15.0% 20.0% 25.0%
Rate of Return (%) . . . . . -
FR After Roy & Oper . 2705 2306 2117 2007 1778 1598 1454 Profit Index (undisc). . . . 94.939
Proc & Other Income . - - - - - - - (disc @ 10.0%). 74.800
Capital Costs . . . . 28 27 27 26 26 25 25 Total Payout (years) . . . . 0.05
Abandonment Costs . . 47 19 12 9 4 2 1 Cost of Finding ($/BOE). . . 0.48
Future Net Revenue. . 2631 2260 2078 1972 1748 1571 1429 NPV @ 10% ($/BOE). . . . . . 33.96

These data accompany the report of DeGolyer and MacNaughton and are subject to its specific conditions.

411
 Table 1H
Income Tax Summary - Total Company
Proved Developed Producing
Seplat Petroleum Development Company Plc
Effective as of October 31, 2013
Forecast Price Case

Value Navigator 6.1.4.53

Run Date : Jan 27, 14 16:46
Project : 021576

Burdens & Expenses Taxable Capital Deductions

Gross Reserves Revenue Op.Costs, Income Cap.
Sales NDDC Pipe Aband& Before Ded.
Oil Gas NGLs WI Roy. Other Total Burdens Levy Losses Salv. Total Ded. G&G I.A. Annu. Other Avail
Year Mbbl MMcf Mbbl MM$ MM$ MM$ MM$ MM$ MM$ MM$ MM$ MM$ MM$ MM$ MM$ MM$ MM$ MM$
2013 1359 2479 64 165 - - 165 30 1 13 16 59 106 - 0 91 - 91
2014 7317 14132 343 862 - - 862 155 3 67 94 319 543 - 1 90 - 91
2015 6112 13076 289 709 - - 709 132 2 34 94 261 448 - - 23 - 23
2016 5068 12155 243 606 - - 606 112 2 29 93 236 371 - - 20 - 20
2017 4144 11326 205 513 - - 513 96 2 15 91 203 309 - - 8 - 8
2018 3414 9688 173 435 - - 435 81 1 12 89 185 250 - - 2 - 2
2019 2812 5361 132 361 - - 361 68 1 10 86 167 195 - - - - -
2020 2329 3254 105 302 - - 302 58 1 9 84 151 150 - - - - -
2021 1939 2143 87 255 - - 255 49 1 8 83 140 115 - - - - -
2022 1618 1662 73 216 - - 216 41 1 6 82 130 86 - - - - -
2023 1353 1417 62 185 - - 185 35 1 5 81 123 62 - - - - -
2024 1131 1192 53 158 - - 158 30 1 5 68 104 54 - - - - -
2025 952 1023 45 136 - - 136 26 1 4 68 99 37 - - - - -
2026 792 864 38 115 - - 115 22 1 3 67 93 22 - - - - -
2027 641 692 31 95 - - 95 18 1 3 64 86 9 - - - - -
SUB 40983 80463 1944 5111 - - 5111 954 19 223 1160 2355 2755 - 1 233 - 234
REM 1449 1296 59 222 - - 222 43 2 7 268 319 -97 - - - - -
TOT 42433 81759 2003 5333 - - 5333 997 21 229 1428 2675 2659 - 1 233 - 234

G&G Investment Allowance Annual Allowance Other Allowance

Initial Add- Depn. Expense Initial Add- Depn. Expense Initial Add- Depn. Expense Initial Add- Depn. Expense
Balance ition Rate Claim Balance ition Rate Claim Balance ition Rate Claim Balance ition Rate Claim
Year MM$ MM$ % MM$ MM$ MM$ % MM$ MM$ MM$ % MM$ MM$ MM$ % MM$
2013 - - - - - 0 100.0 0 303 5 29.6 91 - - - -
2014 - - - - - 1 100.0 1 217 12 39.3 90 - - - -
2015 - - - - - - - - 139 - 16.3 23 - - - -
2016 - - - - - - - - 116 - 16.9 20 - - - -
2017 - - - - - - - - 97 - 8.0 8 - - - -
2018 - - - - - - - - 89 - 2.6 2 - - - -
2019 - - - - - - - - 87 - - - - - - -
2020 - - - - - - - - 87 - - - - - - -
2021 - - - - - - - - 87 - - - - - - -
2022 - - - - - - - - 87 - - - - - - -
2023 - - - - - - - - 87 - - - - - - -
2024 - - - - - - - - 87 - - - - - - -
2025 - - - - - - - - 87 - - - - - - -
2026 - - - - - - - - 87 - - - - - - -
2027 - - - - - - - - 87 - - - - - - -
SUB - - 1 1 17 233 - -
REM - - - 1 - - - -
TOT - - 1 1 17 233 - -

Education Tax Petroleum Production Tax Regime Cash Flow

Cap. Tax Loss Tax Cap. Tax Loss Tax Total
Ded. Carry Ded. Taxable Tax Pay Ded. Carry Ded. Taxable Tax Pay- Other Tax Cum. NPV
Avail. Fwd Used Income Rate -able Avail. Fwd Used Income Rate able Taxes BTCF Payable ATCF ATCF @ 10 %
Year MM$ MM$ MM$ MM$ % MM$ MM$ MM$ MM$ MM$ % MM$ MM$ MM$ MM$ MM$ MM$ MM$
2013 - - - 106 2.0 2 91 81 14 90 65.8 59 1 101 62 39 39 43
2014 - - - 533 2.0 11 91 42 76 446 65.8 293 8 521 312 209 247 196
2015 - - - 448 2.0 9 23 - 48 391 85.0 332 8 448 349 99 347 85
2016 - - - 371 2.0 7 20 - 48 315 85.0 268 9 371 284 87 433 68
2017 - - - 309 2.0 6 8 - 35 269 85.0 228 8 309 243 67 500 48
2018 - - - 250 2.0 5 2 - 26 219 85.0 186 7 250 199 52 552 34
2019 - - - 195 2.0 4 - - 13 177 85.0 151 4 193 159 35 586 20
2020 - - - 150 2.0 3 - - 8 139 85.0 118 3 150 124 27 613 14
2021 - - - 115 2.0 2 - - 6 107 85.0 91 2 115 95 20 633 10
2022 - - - 86 2.0 2 - - 4 80 85.0 68 1 86 71 15 648 7
2023 - - - 62 2.0 1 - - 4 57 85.0 48 1 62 51 11 659 5
2024 - - - 54 2.0 1 - - 3 49 85.0 42 1 54 44 10 669 4
2025 - - - 37 2.0 1 - - 3 33 85.0 28 1 37 30 7 676 2
2026 - - - 22 2.0 0 - - 3 19 85.0 16 1 22 17 5 681 1
2027 - - - 9 2.0 0 - - 2 7 85.0 6 1 9 7 3 683 1
SUB - - 2746 2.0 55 234 293 2398 80.7 1935 55 2728 2045 683 537
REM - - -51 2.0 -1 - -49 - - - 1 -97 0 -97 -19
TOT - - 2695 2.0 54 234 243 2398 80.7 1935 56 2631 2045 586 518

NET PRESENT VALUE (MM$) - AT

Discount Rate 0.0% 5.0% 8.0% 10.0% 15.0% 20.0%
Before Tax Cash Flow. 2631 2260 2078 1972 1748 1571
Tax Payable . . . . . 2045 1702 1544 1454 1267 1122
After Tax Cash Flow . 586 557 534 518 481 449

These data accompany the report of DeGolyer and MacNaughton and are subject to its specific conditions.

412
 Table 2A
Summary of Reserves and Net Present Value - Total Company
Total Proved Developed
Seplat Petroleum Development Company Plc
Effective as of October 31, 2013
Forecast Price Case

Value Navigator 6.1.4.53

Run Date : Jan 27, 14 16:39
Project : 021576
Current
Reserve Avg. Light&Med Oil Heavy Oil Sales Gas NGLs Total BOE NPV
Well Zone Cat. WI % Gross Net Gross Net Gross Net Gross Net Gross Net @ 0% @ 10%
Mbbl Mbbl Mbbl Mbbl MMcf MMcf Mbbl Mbbl Mbbl Mbbl MM$ MM$
Nigeria
OML-04 + 38 + 41
AMUKPE
1)Amukpe Oil
AMUK001L:E1400X E1400 PP 45.0 325 263 - - 395 367 22 18 415 344 16 11
AMUK001S:D5100X D5100 NRA - - - - - - - - - - - - -
AMUK002T:G5400X G5400 NRA - - - - - - - - - - - - -
Total 1)Amukpe Oil 325 263 - - 395 367 22 18 415 344 16 11
2) Amukpe Other Costs
Amukpe Abandonment PP - - - - - - - - - - - -2 0
Amukpe G&A Expense PP - - - - - - - - - - - -111 -69
Amukpe Licence Fee PP - - - - - - - - - - - 0 0
Amukpe Water Disposal PP - - - - - - - - - - - -10 -10
Total 2) Amukpe Other Costs - - - - - - - - - - -123 -79

Total AMUKPE 325 263 - - 395 367 22 18 415 344 -107 -69
INFRASTRUCTURE
Pipeline
Pipeline Cost NP - - - - - - - - - - - -5 -5
Total Pipeline - - - - - - - - - - -5 -5

Total INFRASTRUCTURE - - - - - - - - - - -5 -5
OBEN
C
OBEN020S:C8000M C8000 NP 45.0 727 586 - - 138 129 4 4 756 612 59 17
Total C 727 586 - - 138 129 4 4 756 612 59 17
D
OBEN003L:D7000M D7000 NRA - - - - - - - - - - - - -
OBEN003S:D7000M D7000 NRA - - - - - - - - - - - - -
OBEN004S:D7000M D7000 NRA - - - - - - - - - - - - -
OBEN005L:D9000M D9000 NP 45.0 544 440 - - 1293 1202 41 33 808 680 48 30
OBEN005S:D4000M D4000 NRA - - - - - - - - - - - - -
OBEN006S:D7000M D7000 NRA - - - - - - - - - - - - -
OBEN007S:D7000M D7000 NRA - - - - - - - - - - - - -
OBEN008S:D7000M D7000 NRA - - - - - - - - - - - - -
OBEN009S:D7000M D7000 NRA - - - - - - - - - - - - -
OBEN010L:D7000M D7000 NRA - - - - - - - - - - - - -
OBEN010S:D4000M D4000 NRA - - - - - - - - - - - - -
OBEN011L:D7000M D7000 P+NP 45.0 558 452 - - 371 345 12 9 634 521 43 29
OBEN011L:D7002M D7000 NRA - - - - - - - - - - - - -
OBEN011S:D7000M D7000 P+NP 45.0 317 256 - - 248 231 8 6 367 302 24 17
OBEN011S:D7001M D7000 NRA - - - - - - - - - - - - -
OBEN020L:D7000M D7000 NRA - - - - - - - - - - - - -
OBEN020S:D7000M D7000 NRA - - - - - - - - - - - - -
OBEN020T:D7000M D7000 P+NP 45.0 808 654 - - 1151 1071 36 29 1043 868 57 40
OBEN023S:D7000M D7000 NRA - - - - - - - - - - - - -
OBEN024L:D7000M D7000 P+NP 45.0 764 618 - - 581 540 18 15 883 726 50 34
OBEN024S:D7000M D7000 NRA - - - - - - - - - - - - -
OBEN025L:D4000M D4000 NRA - - - - - - - - - - - - -
OBEN025L:D7000M D7000 NRA - - - - - - - - - - - - -
OBEN025S:D4000M D4000 NRA - - - - - - - - - - - - -
OBEN029S:D4000M D4000 P+NP 45.0 213 173 - - 405 376 13 10 296 248 16 13
OBEN032S:D4000M D4000 P+NP 45.0 85 69 - - 243 226 8 6 135 114 3 2
Total D 3290 2661 - - 4292 3991 136 110 4165 3458 240 164

These data accompany the report of DeGolyer and MacNaughton and are subject to its specific conditions.

413
 Table 2A
Summary of Reserves and Net Present Value - Total Company
Total Proved Developed
Seplat Petroleum Development Company Plc
Effective as of October 31, 2013
Forecast Price Case

Value Navigator 6.1.4.53

Run Date : Jan 27, 14 16:39
Project : 021576
Current
Reserve Avg. Light&Med Oil Heavy Oil Sales Gas NGLs Total BOE NPV
Well Zone Cat. WI % Gross Net Gross Net Gross Net Gross Net Gross Net @ 0% @ 10%
Mbbl Mbbl Mbbl Mbbl MMcf MMcf Mbbl Mbbl Mbbl Mbbl MM$ MM$
E
OBEN004L:E3000M E3000 NRA - - - - - - - - - - - - -
OBEN005L:E1500M E1500 P+NP 45.0 358 290 - - 1242 1155 39 32 611 521 32 23
OBEN005L:E3000M E3000 NP 45.0 603 487 - - 1572 1462 50 40 923 779 54 34
OBEN006L:E3000M E3000 NRA - - - - - - - - - - - - -
OBEN007L:E3000M E3000 NRA - - - - - - - - - - - - -
OBEN008L:E3000M E3000 P+NP 45.0 412 333 - - 225 209 7 6 457 375 23 17
OBEN009L:E3000M E3000 NRA - - - - - - - - - - - - -
OBEN011L:E3000M E3000 NP 45.0 548 443 - - 364 339 12 9 622 511 43 28
OBEN022T:E4000M E4000 P+NP 45.0 345 279 - - 771 717 24 20 502 423 21 15
OBEN023L:E3000M E3000 NRA - - - - - - - - - - - - -
OBEN029L:E4000M E4000 P+NP 45.0 276 223 - - 1309 1217 41 33 543 466 23 16
OBEN032L:E3000M E3000 NRA - - - - - - - - - - - - -
Total E 2541 2055 - - 5483 5099 173 140 3659 3074 195 133
F
OBEN003L:F1500M F1500 NRA - - - - - - - - - - - - -
OBEN012S:F7800 F7800 P+NP 45.0 528 427 - - 208 194 7 5 571 466 30 20
OBEN014S:F7800 F7800 P+NP 45.0 376 304 - - 411 382 13 10 460 380 20 14
OBEN015S:F7800C F7800 P+NP 45.0 1037 838 - - 591 550 19 15 1157 948 87 52
OBEN017S:F7800 F7800 NRA - - - - - - - - - - - - -
OBEN018S:F7800 F7800 NRA - - - - - - - - - - - - -
OBEN019S:F7800 F7800 NRA - - - - - - - - - - - - -
OBEN020L:F1500M F1500 NRA - - - - - - - - - - - - -
OBEN024L:F1500M F1500 NRA - - - - - - - - - - - - -
OBEN031S:F7800 F7800 NRA - - - - - - - - - - - - -
OBEN031S:F7800M F7800 NP 45.0 543 439 - - 774 720 24 20 701 583 47 27
Total F 2484 2008 - - 1984 1845 63 51 2889 2377 183 114
G
OBEN005L:G8800N G8800 NRA - - - - - - - - - - - - -
OBEN012L:G5000A G5000 NRA - - - - - - - - - - - - -
OBEN012S:G4000B G4000 NRA - - - - - - - - - - - - -
OBEN014L:G1000I G1000 NRA - - - - - - - - - - - - -
OBEN014L:G4000B G4000 NRA - - - - - - - - - - - - -
OBEN015L:G4000B G4000 NRA - - - - - - - - - - - - -
OBEN015L:G4500A G4500 NP 45.0 329 266 - - 375 348 12 10 405 336 26 18
OBEN017L:G3500A G3500 NRA - - - - - - - - - - - - -
OBEN017L:G4000B G4000 NRA - - - - - - - - - - - - -
OBEN018L:G4000B G4000 NRA - - - - - - - - - - - - -
OBEN019L:G4500A G4500 NRA - - - - - - - - - - - - -
OBEN019L:G5000A G5000 NRA - - - - - - - - - - - - -
OBEN019S:G4000B G4000 NRA - - - - - - - - - - - - -
OBEN019S:G4000M G4000 NRA - - - - - - - - - - - - -
OBEN030L:G4300A G4300 NRA - - - - - - - - - - - - -
OBEN030S:G1000G G1000 NRA - - - - - - - - - - - - -
OBEN031L:G4500A G4500 P+NP 45.0 680 550 - - 290 270 9 7 739 604 46 36
OBEN031L:G4500M G4500 NRA - - - - - - - - - - - - -
OBEN031L:G5000A G5000 NP 45.0 1021 826 - - 291 271 9 7 1081 880 85 53
OBEN031S:G4000B G4000 P+NP 45.0 113 91 - - 309 287 10 8 176 149 9 7
OBEN036T:G3000 G3000 P+NP 45.0 1382 1118 - - 276 256 9 7 1439 1169 100 67
Total G 3525 2851 - - 1541 1433 49 39 3839 3138 265 180
H
OBEN016L:H5000A H5000 NRA - - - - - - - - - - - - -
OBEN016S:H2000A H2000 NRA - - - - - - - - - - - - -
Total H - - - - - - - - - - - -
OBEN - Gas
OBEN - NonAssociated P+NP 45.0 - - - - 75714 70414 312 253 13366 12393 137 107
Total OBEN - Gas - - - - 75714 70414 312 253 13366 12393 137 107
Oben Other Costs
Oben Abandonment P+NP - - - - - - - - - - - -19 -3
Oben G&A Expense PP - - - - - - - - - - - -174 -78
Oben Licence Fee PP - - - - - - - - - - - -1 0
Total Oben Other Costs - - - - - - - - - - -194 -82

Total OBEN 12567 10161 - - 89151 82910 737 596 28675 25052 886 633

These data accompany the report of DeGolyer and MacNaughton and are subject to its specific conditions.

414
 Table 2A
Summary of Reserves and Net Present Value - Total Company
Total Proved Developed
Seplat Petroleum Development Company Plc
Effective as of October 31, 2013
Forecast Price Case

Value Navigator 6.1.4.53

Run Date : Jan 27, 14 16:39
Project : 021576
Current
Reserve Avg. Light&Med Oil Heavy Oil Sales Gas NGLs Total BOE NPV
Well Zone Cat. WI % Gross Net Gross Net Gross Net Gross Net Gross Net @ 0% @ 10%
Mbbl Mbbl Mbbl Mbbl MMcf MMcf Mbbl Mbbl Mbbl Mbbl MM$ MM$
OKOPORO AND UBALEME
Okoporo and Ubaleme Licence Fee
Okoporo and Ubaleme L PP - - - - - - - - - - - 0 0
Total Okoporo and Ubaleme Licence Fee - - - - - - - - - - 0 0

Total OKOPORO AND UBALEME - - - - - - - - - - 0 0

OKPORHURU
1) Okporhuru Oil
OKRU001L:V2000 V2000 P+NP 45.0 981 794 - - 1061 987 46 37 1211 1001 82 52
OKRU001S:U5000 U5000 PP 45.0 1499 1212 - - 264 246 11 9 1556 1264 119 79
OKRU004L:V1000 V1000 P+NP 45.0 775 627 - - 1021 949 44 36 995 827 63 47
OKRU004S:U5000 U5000 PP 45.0 1727 1399 - - 485 451 21 17 1832 1494 136 104
OKRU005L:U8000 U8000 PP 45.0 676 547 - - 337 313 15 12 749 613 49 34
OKRU005S:U7000 U7000 PP 45.0 1092 884 - - 249 232 11 9 1146 932 82 58
OKRU006L:V4000 V4000 P+NP 45.0 406 329 - - 207 193 9 7 450 369 29 24
OKRU006S:U3000 U3000 P+NP 45.0 513 415 - - 33 31 1 1 520 422 36 28
Total 1) Okporhuru Oil 7669 6207 - - 3656 3400 159 129 8458 6922 595 425
3) Existing Wells
Okporhuru-1 NRA - - - - - - - - - - - - -
Okporhuru-2 NRA - - - - - - - - - - - - -
Okporhuru-3 NRA - - - - - - - - - - - - -
Total 3) Existing Wells - - - - - - - - - - - -
4) OKRU Other Costs
Okporhuru Abandonment P+NP - - - - - - - - - - - -5 -1
Okporhuru License Fee NP - - - - - - - - - - - 0 0
OKRU Field Developmen NP - - - - - - - - - - - -6 -5
Total 4) OKRU Other Costs - - - - - - - - - - -10 -6

Total OKPORHURU 7669 6207 - - 3656 3400 159 129 8458 6922 585 419
OVHOR
H
OVHO001S:H1000N H1000 NRA - - - - - - - - - - - - -
OVHO001S:H6000N H6000 P+NP 45.0 396 322 - - 28 26 3 2 404 328 30 26
OVHO002S:H5000N H5000 P+NP 45.0 2950 2386 - - 956 890 104 84 3219 2624 256 166
OVHO003L:H3000N H3000 P+NP 45.0 205 166 - - 189 176 5 4 243 201 15 11
OVHO003S:H1100N H1100 P+NP 45.0 292 237 - - 93 87 3 2 311 255 21 18
OVHO006T:H5000N H5000 NRA - - - - - - - - - - - - -
OVHO009L:H4000N H4000 P+NP 45.0 1029 834 - - 133 123 4 3 1055 858 80 61
OVHO009S:H1200N H1200 P+NP 45.0 161 130 - - 178 165 7 5 198 164 12 9
OVHO010S:H1000N H1000 NRA - - - - - - - - - - - - -
OVHO011L:H5000N H5000 NP 45.0 822 664 - - 129 120 14 11 858 696 66 41
OVHO011S:H3000N H3000 NP 45.0 112 91 - - 38 35 1 1 120 98 7 5
OVHO013L:H5000N H5000 P+NP 45.0 1706 1380 - - 235 219 26 21 1772 1438 142 92
OVHO013S:H1200N H1200 P+NP 45.0 1279 1035 - - 471 438 18 14 1378 1125 103 74
OVHO014S:H6000N H6000 P+NP 45.0 205 167 - - 169 157 18 15 253 209 16 15
Total H 9158 7412 - - 2619 2436 202 164 9812 7996 747 519
I
OVHO001L:I3000N I3000 P+NP 45.0 1105 895 - - 66 62 10 8 1127 915 88 67
OVHO002L:I3000N I3000 P+NP 45.0 454 369 - - 227 211 36 29 529 435 37 33
OVHO002S:I3000N I3000 NP 45.0 458 372 - - 189 176 30 24 520 427 37 32
OVHO005S:I1000N I1000 P+NP 45.0 607 491 - - 99 92 10 8 634 515 47 34
OVHO006T:I2000N I2000 NP 45.0 367 297 - - 84 79 13 11 395 321 23 17
OVHO007T:I1000N I1000 P+NP 45.0 4572 3701 - - 219 204 23 18 4632 3755 364 258
OVHO008T:I2000N I2000 P+NP 45.0 1907 1544 - - 48 44 8 6 1923 1558 142 105
OVHO009S:I1200N I1200 NRA - - - - - - - - - - - - -
OVHO012T:I1000N I1000 P+NP 45.0 2678 2167 - - 423 394 44 35 2794 2270 210 147
OVHO014L:I2000N I2000 NP 45.0 1335 1081 - - 642 597 101 82 1547 1266 115 82
Total I 13483 10918 - - 1998 1858 275 223 14102 11461 1062 774
J
OVHO001L:J1000N J1000 NRA - - - - - - - - - - - - -
OVHO005L:J1000N J1000 P+NP 45.0 414 335 - - 172 160 6 5 449 367 31 24
OVHO010L:J2000N J2000 P+NP 45.0 312 253 - - 206 192 7 5 354 291 23 19
Total J 725 588 - - 379 352 12 10 803 659 54 43

These data accompany the report of DeGolyer and MacNaughton and are subject to its specific conditions.

415
 Table 2A
Summary of Reserves and Net Present Value - Total Company
Total Proved Developed
Seplat Petroleum Development Company Plc
Effective as of October 31, 2013
Forecast Price Case

Value Navigator 6.1.4.53

Run Date : Jan 27, 14 16:39
Project : 021576
Current
Reserve Avg. Light&Med Oil Heavy Oil Sales Gas NGLs Total BOE NPV
Well Zone Cat. WI % Gross Net Gross Net Gross Net Gross Net Gross Net @ 0% @ 10%
Mbbl Mbbl Mbbl Mbbl MMcf MMcf Mbbl Mbbl Mbbl Mbbl MM$ MM$
Ovhor Other Costs
Ovhor Abandonment P+NP - - - - - - - - - - - -8 -2
Ovhor License Fee PP - - - - - - - - - - - 0 0
Total Ovhor Other Costs - - - - - - - - - - -9 -2

Total OVHOR 23366 18918 - - 4995 4646 489 396 24717 20115 1855 1334
SAPELE
1) Sapele Shallow Oil
SAPL011T:C5000X C5000 P+NP 45.0 - - 345 279 1242 1155 54 44 613 522 23 16
SAPL021L:B7400X B7400 P+NP 45.0 - - 27 22 469 436 20 17 128 114 4 3
SAPL021S:B3500X B3500 P+NP 45.0 - - 174 141 686 638 30 24 322 275 14 10
SAPL023T:B3500X B3500 P+NP 45.0 - - 85 69 605 563 26 21 216 187 5 5
SAPL024T:C3000X C3000 P+NP 45.0 - - 772 624 927 862 40 33 972 806 56 41
Total 1) Sapele Shallow Oil - - 1403 1135 3928 3653 171 138 2251 1903 101 74
2) Sapele Deep Oil
SAPL001V:G3000X G3000 NP 45.0 767 620 - - 2391 2223 104 84 1283 1088 73 47
SAPL002L:G3000X G3000 P+NP 45.0 678 548 - - 1525 1419 66 54 1007 847 58 38
SAPL002S:G2000X G2000 P+NP 45.0 879 711 - - 400 372 17 14 965 789 69 43
SAPL006L:G5600X G5600 P+NP 45.0 639 517 - - 1440 1339 63 51 950 799 55 38
SAPL006S:G2000X G2000 P+NP 45.0 546 442 - - 1257 1169 55 44 818 688 46 33
SAPL009L:G3000X G3000 NP 45.0 100 81 - - 254 236 11 9 155 131 7 5
SAPL009S:G2000X G2000 P+NP 45.0 450 364 - - 819 762 36 29 626 524 36 25
SAPL010L:G4000X G4000 P+NP 45.0 471 381 - - 5067 4712 220 178 1565 1372 54 35
SAPL012L:G3000X G3000 P+NP 45.0 575 465 - - 693 644 30 24 724 600 45 30
SAPL012S:G2000X G2000 P+NP 45.0 400 323 - - 1924 1790 84 68 815 700 38 26
SAPL013L:G3000X G3000 P+NP 45.0 578 468 - - 1590 1479 69 56 921 779 44 33
Total 2) Sapele Deep Oil 6083 4921 - - 17360 16145 755 610 9831 8315 524 352
3) Sapele Gas
SAPL017: G400XX G4000 NP 45.0 - - - - 39508 36742 1718 1386 8529 7721 249 106
SAPL017T:G6000X G6000 P+NP 45.0 - - - - 6326 5883 275 223 1366 1237 30 22
SAPL018: H3500XX H3500 NP 45.0 - - - - 1037 965 45 36 224 203 -2 -2
SAPL018T:H5000X H5000 NP 45.0 - - - - 1819 1692 79 64 393 356 7 6
SAPL019: H1500XX H1500 NP 45.0 - - - - 4087 3801 178 144 882 799 16 9
SAPL019: H6000XX H6000 NP 45.0 - - - - 2341 2177 102 82 505 457 7 3
SAPL019: H7000XX H7000 NP 45.0 - - - - 2394 2226 104 84 517 468 7 4
SAPL019T:H8000X H8000 NP 45.0 - - - - 5891 5478 256 207 1272 1152 26 17
SAPL020: H2000XX H2000 NP 45.0 - - - - 6196 5763 269 218 1338 1211 25 15
SAPL020T:H1000X H1000 NP 45.0 - - - - 8564 7964 372 301 1849 1674 39 22
Total 3) Sapele Gas - - - - 78163 72692 3398 2744 16875 15277 404 201
4) Sapele NRA
SAPL001L:G5400X G5400 NRA - - - - - - - - - - - - -
SAPL004S:G2000X G2000 NRA - - - - - - - - - - - - -
SAPL005L:G3000X G3000 NRA - - - - - - - - - - - - -
SAPL005S:G2000X G2000 NRA - - - - - - - - - - - - -
SAPL010S:G2000X G2000 NRA - - - - - - - - - - - - -
SAPL013S:G2000X G2000 NRA - - - - - - - - - - - - -
SAPL015T:B4100X B4100 NRA - - - - - - - - - - - - -
Total 4) Sapele NRA - - - - - - - - - - - -
5) Sapele Other Costs
Sapele Abandonment P+NP - - - - - - - - - - - -15 -3
Sapele Compressors P+NP - - - - - - - - - - - -14 -13
Sapele G&A Expense P+NP - - - - - - - - - - - -422 -189
Sapele Integrity Upgr P+NP - - - - - - - - - - - -4 -4
Sapele License Fee P+NP - - - - - - - - - - - 0 0
Total 5) Sapele Other Costs - - - - - - - - - - -455 -209

Total SAPELE 6083 4921 1403 1135 99452 92491 4324 3493 28957 25496 574 419

Total OML-04 + 38 + 41 50010 40469 1403 1135 197650 183814 5731 4632 91222 77929 3789 2732

Total Nigeria 50010 40469 1403 1135 197650 183814 5731 4632 91222 77929 3789 2732

Total Company 50010 40469 1403 1135 197650 183814 5731 4632 91222 77929 3789 2732

These data accompany the report of DeGolyer and MacNaughton and are subject to its specific conditions.

416
 Table 2B
Summary of Production and Future Net Revenue - Total Company Light Oil
Total Proved Developed
Seplat Petroleum Development Company Plc
Effective as of October 31, 2013
Forecast Price Case

Value Navigator 6.1.4.53

Run Date : Jan 27, 14 16:40
Project : 021576

RESERVES AND PRODUCTION FORECAST

Light Oil
Mbbl
# of Price Pool Company Share
Year Wells $/bbl bbl/d Vol Gross Net
2013 53 113.09 49191 3001 1350 1102
2014 64 108.91 55996 20439 9197 7505
2015 64 106.72 46756 17066 7680 6221
2016 64 108.86 37598 13761 6192 5016
2017 64 111.69 30166 11011 4955 3994
2018 64 114.67 24354 8889 4000 3224
2019 63 118.13 19666 7178 3230 2603
2020 59 120.51 16019 5863 2638 2126
2021 57 122.93 12957 4729 2128 1715
2022 52 125.40 10645 3885 1748 1409
2023 50 127.92 9206 3360 1512 1219
2024 48 130.50 7944 2908 1308 1055
2025 46 133.11 6553 2392 1076 868
2026 45 135.77 5221 1906 857 691
2027 36 138.48 4119 1503 676 545
SUB 107891 48551 39293
REM 3244 1460 1176
TOT 111134 50010 40469

COMPANY SHARE FUTURE NET REVENUE

Working Interest Royalty FR After Future
Future Revenue (FR) Revenue Royalties Operating Costs Roy. & Proc & Net Revenue
Oper. Net Other Capital Aband
Oil Total Total Fixed Var Costs Back Income Costs Costs Undisc 10.0%
Year MM$ MM$ MM$ MM$ % MM$ MM$ $/bbl MM$ $/bbl MM$ MM$ MM$ MM$ MM$
2013 153 153 - 41 27.0 9 5 10.98 97 71.52 - 10 - 87 86
2014 1002 1002 - 270 27.0 62 37 10.78 632 68.76 - 27 - 606 568
2015 820 820 - 200 24.4 66 32 12.79 521 67.88 - - - 521 446
2016 674 674 - 165 24.4 70 26 15.59 413 66.67 - - - 413 321
2017 553 553 - 126 22.8 72 21 18.78 334 67.45 - - - 334 236
2018 459 459 - 105 22.8 73 18 22.62 264 65.87 - - - 264 169
2019 382 382 - 87 22.9 73 15 27.00 207 64.10 - 2 1 205 120
2020 318 318 - 73 22.9 73 12 32.39 160 60.50 - - - 160 85
2021 262 262 - 60 23.0 73 10 38.93 119 55.77 - - - 119 57
2022 219 219 - 51 23.0 74 8 47.00 87 49.51 - - - 87 38
2023 193 193 - 45 23.2 75 7 54.41 66 43.87 - 5 - 61 24
2024 171 171 - 40 23.1 63 7 52.88 62 47.44 - - - 62 23
2025 143 143 - 33 23.2 63 6 63.33 42 38.88 - - - 42 14
2026 116 116 - 27 23.3 61 4 75.89 24 28.28 - - 1 24 7
2027 94 94 - 22 23.3 58 4 91.16 10 15.01 - - 1 10 3
SUB 5558 5558 - 1344 24.2 964 213 24.23 3037 62.56 - 43 2 2992 2197
REM 211 211 - 50 23.5 207 8 147.34 -54 -36.75 - - 52 -106 -20
TOT 5769 5769 - 1394 24.2 1171 221 27.82 2984 59.66 - 43 54 2887 2177

NET PRESENT VALUE (MM$) - BT

Discount Rate 0.0% 5.0% 8.0% 10.0% 15.0% 20.0% 25.0%
FR After Roy & Oper . 2984 2551 2345 2225 1975 1779 1621
Proc & Other Income . - - - - - - -
Capital Costs . . . . 43 41 39 39 37 36 35
Abandonment Costs . . 54 23 14 10 5 2 1
Future Net Revenue. . 2887 2487 2292 2177 1933 1740 1585

These data accompany the report of DeGolyer and MacNaughton and are subject to its specific conditions.

417
 Table 2C
Summary of Production and Future Net Revenue - Total Company Heavy Oil
Total Proved Developed
Seplat Petroleum Development Company Plc
Effective as of October 31, 2013
Forecast Price Case

Value Navigator 6.1.4.53

Run Date : Jan 27, 14 16:42
Project : 021576

RESERVES AND PRODUCTION FORECAST

Heavy Oil
Mbbl
# of Price Pool Company Share
Year Wells $/bbl bbl/d Vol Gross Net
2013 5 113.30 1597 97 44 36
2014 5 109.10 1595 582 262 214
2015 5 106.91 1322 482 217 176
2016 5 109.06 1063 389 175 142
2017 4 111.88 875 320 144 116
2018 4 114.86 727 265 119 96
2019 3 118.32 567 207 93 75
2020 3 120.69 478 175 79 63
2021 3 123.10 402 147 66 53
2022 3 125.56 338 123 56 45
2023 2 128.07 241 88 40 32
2024 2 130.62 204 75 34 27
2025 2 133.24 173 63 28 23
2026 2 135.90 147 54 24 19
2027 2 138.62 115 42 19 15
SUB 3109 1399 1132
REM 8 4 3
TOT 3117 1403 1135

COMPANY SHARE FUTURE NET REVENUE

Working Interest Royalty FR After Future
Future Revenue (FR) Revenue Royalties Operating Costs Roy. & Proc & Net Revenue
Oper. Net Other Capital Aband
Oil Total Total Fixed Var Costs Back Income Costs Costs Undisc 10.0%
Year MM$ MM$ MM$ MM$ % MM$ MM$ $/bbl MM$ $/bbl MM$ MM$ MM$ MM$ MM$
2013 5 5 - 1 28.0 1 0 17.00 3 64.56 - - - 3 3
2014 29 29 - 8 28.0 3 1 17.24 16 61.28 - - - 16 15
2015 23 23 - 6 25.3 3 1 20.29 13 59.60 - - - 13 11
2016 19 19 - 5 25.2 3 1 22.63 10 58.91 - - - 10 8
2017 16 16 - 4 23.4 3 1 26.33 9 59.32 - - - 9 6
2018 14 14 - 3 23.5 3 1 30.76 7 57.06 - - - 7 4
2019 11 11 - 3 23.5 2 0 29.67 6 60.90 - - - 6 3
2020 10 10 - 2 23.6 2 0 34.97 5 57.26 - - - 5 2
2021 8 8 - 2 23.7 2 0 41.52 4 52.38 - - - 4 2
2022 7 7 - 2 23.9 3 0 49.48 3 46.08 - - - 3 1
2023 5 5 - 1 24.0 2 0 55.92 2 41.43 - - - 2 1
2024 4 4 - 1 24.2 2 0 66.34 1 32.66 - - - 1 0
2025 4 4 - 1 24.5 2 0 79.14 1 21.49 - - - 1 0
2026 3 3 - 1 24.8 2 0 94.18 0 8.05 - - - 0 0
2027 3 3 - 1 25.1 2 0 111.66 0 - - - - 0 0
SUB 160 160 - 40 25.0 37 7 30.84 77 55.08 - - - 77 57
REM 1 1 - 0 25.6 1 0 129.49 0 -24.32 - - - 0 0
TOT 161 161 - 40 25.1 37 7 31.11 77 54.87 - - - 77 57

NET PRESENT VALUE (MM$) - BT

Discount Rate 0.0% 5.0% 8.0% 10.0% 15.0% 20.0% 25.0%
FR After Roy & Oper . 77 66 60 57 51 46 42
Proc & Other Income . - - - - - - -
Capital Costs . . . . - - - - - - -
Abandonment Costs . . - - - - - - -
Future Net Revenue. . 77 66 60 57 51 46 42

These data accompany the report of DeGolyer and MacNaughton and are subject to its specific conditions.

418
 Table 2D
Summary of Production and Future Net Revenue - Total Company Non-Associated Sales Gas
Total Proved Developed
Seplat Petroleum Development Company Plc
Effective as of October 31, 2013
Forecast Price Case

Value Navigator 6.1.4.53

Run Date : Jan 27, 14 16:42
Project : 021576

RESERVES AND PRODUCTION FORECAST

Non-Associated Sales Gas
MMcf
# of Price Pool Company Share
Year Wells $/Mcf Mcf/d Vol Gross Net
2013 5 1.50 93323 5693 2562 2382
2014 13 1.95 129878 47406 21333 19839
2015 15 1.96 135751 49549 22297 20736
2016 15 2.32 158925 58166 26175 24343
2017 15 2.37 102130 37277 16775 15601
2018 15 2.43 84388 30802 13861 12890
2019 13 2.48 54649 19947 8976 8348
2020 12 2.53 39222 14355 6460 6008
2021 11 2.59 31444 11477 5165 4803
2022 10 2.64 23969 8749 3937 3661
2023 8 2.70 22018 8036 3616 3363
2024 8 2.76 20705 7578 3410 3171
2025 8 2.82 19612 7158 3221 2996
2026 8 2.87 18700 6826 3072 2857
2027 8 2.93 17542 6403 2881 2680
SUB 319422 143740 133678
REM 22527 10137 9428
TOT 341949 153877 143106

COMPANY SHARE FUTURE NET REVENUE

Working Interest Royalty FR After Future
Future Revenue (FR) Revenue Royalties Operating Costs Roy. & Proc & Net Revenue
Oper. Net Other Capital Aband
Gas Total Total Fixed Var Costs Back Income Costs Costs Undisc 10.0%
Year MM$ MM$ MM$ MM$ % MM$ MM$ $/Mcf MM$ $/Mcf MM$ MM$ MM$ MM$ MM$
2013 4 4 - 1 15.3 1 0 0.32 2 0.95 - 3 - 0 0
2014 42 42 - 7 16.0 6 2 0.39 27 1.25 - 29 - -3 -2
2015 44 44 - 6 13.3 8 2 0.45 28 1.25 - 7 - 21 18
2016 61 61 - 7 11.2 8 3 0.41 43 1.65 - - - 43 34
2017 40 40 - 4 10.5 8 2 0.59 26 1.53 - - - 26 18
2018 34 34 - 4 10.7 7 2 0.60 22 1.57 - - - 22 14
2019 22 22 - 3 11.8 6 1 0.81 12 1.38 - - - 12 7
2020 16 16 - 2 12.8 5 1 0.94 8 1.27 - - - 8 4
2021 13 13 - 2 13.4 5 1 1.07 6 1.17 - - - 6 3
2022 10 10 - 2 14.2 3 1 0.92 5 1.34 - - 1 4 2
2023 10 10 - 1 14.3 3 1 0.97 5 1.35 - - - 5 2
2024 9 9 - 1 14.3 3 1 1.04 5 1.33 - - - 5 2
2025 9 9 - 1 14.3 3 0 1.11 4 1.30 - - - 4 1
2026 9 9 - 1 14.4 3 0 1.18 4 1.27 - - - 4 1
2027 8 8 - 1 14.3 3 0 1.10 4 1.41 - - - 4 1
SUB 331 331 - 42 12.7 72 17 0.61 201 1.40 - 39 1 161 104
REM 31 31 - 4 14.1 8 2 0.92 18 1.73 - - - 18 4
TOT 362 362 - 47 12.8 79 18 0.63 218 1.42 - 39 1 178 108

NET PRESENT VALUE (MM$) - BT

Discount Rate 0.0% 5.0% 8.0% 10.0% 15.0% 20.0% 25.0%
FR After Roy & Oper . 218 174 155 145 125 109 98
Proc & Other Income . - - - - - - -
Capital Costs . . . . 39 38 37 36 35 34 33
Abandonment Costs . . 1 1 1 1 0 0 0
Future Net Revenue. . 178 136 118 108 89 75 65

These data accompany the report of DeGolyer and MacNaughton and are subject to its specific conditions.

419
 Table 2E
Summary of Production and Future Net Revenue - Total Company Solution Gas
Total Proved Developed
Seplat Petroleum Development Company Plc
Effective as of October 31, 2013
Forecast Price Case

Value Navigator 6.1.4.53

Run Date : Jan 27, 14 16:42
Project : 021576

RESERVES AND PRODUCTION FORECAST

Solution Gas
MMcf
# of Price Pool Company Share
Year Wells $/Mcf Mcf/d Vol Gross Net
2013 - 1.51 - 2437 1097 1020
2014 - 1.96 - 16694 7512 6987
2015 - 1.97 - 14330 6449 5997
2016 - 2.33 - 11658 5246 4879
2017 - 2.38 - 9588 4314 4012
2018 - 2.44 - 7989 3595 3343
2019 - 2.49 - 6533 2940 2734
2020 - 2.54 - 5500 2475 2302
2021 - 2.60 - 4523 2035 1893
2022 - 2.65 - 3822 1720 1600
2023 - 2.71 - 3206 1443 1342
2024 - 2.78 - 2732 1229 1143
2025 - 2.84 - 2290 1031 959
2026 - 2.89 - 1821 820 762
2027 - 2.95 - 1427 642 597
SUB 94551 42548 39570
REM 2721 1224 1139
TOT 97272 43772 40708

COMPANY SHARE FUTURE NET REVENUE

Working Interest Royalty FR After Future
Future Revenue (FR) Revenue Royalties Operating Costs Roy. & Proc & Net Revenue
Oper. Net Other Capital Aband
Gas Total Total Fixed Var Costs Back Income Costs Costs Undisc 10.0%
Year MM$ MM$ MM$ MM$ % MM$ MM$ $/Mcf MM$ $/Mcf MM$ MM$ MM$ MM$ MM$
2013 2 2 - 0 7.0 - - - 2 1.40 - - - 2 2
2014 15 15 - 1 7.0 - - - 14 1.82 - - - 14 13
2015 13 13 - 1 7.0 - - - 12 1.83 - - - 12 10
2016 12 12 - 1 7.0 - - - 11 2.17 - - - 11 9
2017 10 10 - 1 7.0 - - - 10 2.22 - - - 10 7
2018 9 9 - 1 7.0 - - - 8 2.27 - - - 8 5
2019 7 7 - 1 7.0 - - - 7 2.32 - - - 7 4
2020 6 6 - 0 7.0 - - - 6 2.37 - - - 6 3
2021 5 5 - 0 7.0 - - - 5 2.42 - - - 5 2
2022 5 5 - 0 7.0 - - - 4 2.47 - - - 4 2
2023 4 4 - 0 7.0 - - - 4 2.52 - - - 4 2
2024 3 3 - 0 7.0 - - - 3 2.58 - - - 3 1
2025 3 3 - 0 7.0 - - - 3 2.64 - - - 3 1
2026 2 2 - 0 7.0 - - - 2 2.68 - - - 2 1
2027 2 2 - 0 7.0 - - - 2 2.74 - - - 2 1
SUB 98 98 - 7 7.0 - - - 92 2.15 - - - 92 61
REM 4 4 - 0 7.0 - - - 4 2.86 - - - 4 1
TOT 102 102 - 7 7.0 - - - 95 2.17 - - - 95 62

NET PRESENT VALUE (MM$) - BT

Discount Rate 0.0% 5.0% 8.0% 10.0% 15.0% 20.0% 25.0%
FR After Roy & Oper . 95 75 67 62 53 46 41
Proc & Other Income . - - - - - - -
Capital Costs . . . . - - - - - - -
Abandonment Costs . . - - - - - - -
Future Net Revenue. . 95 75 67 62 53 46 41

These data accompany the report of DeGolyer and MacNaughton and are subject to its specific conditions.

420
 Table 2F
Summary of Production and Future Net Revenue - Total Company Condensate
Total Proved Developed
Seplat Petroleum Development Company Plc
Effective as of October 31, 2013
Forecast Price Case

Value Navigator 6.1.4.53

Run Date : Jan 27, 14 16:43
Project : 021576

RESERVES AND PRODUCTION FORECAST

Condensate
Mbbl
# of Price Pool Company Share
Year Wells $/bbl bbl/d Vol Gross Net
2013 - 113.25 - 168 76 62
2014 - 109.06 - 1487 669 546
2015 - 106.89 - 1601 720 583
2016 - 109.03 - 1441 648 525
2017 - 111.86 - 1168 526 424
2018 - 114.83 - 998 449 362
2019 - 118.30 - 831 374 301
2020 - 120.67 - 712 320 258
2021 - 123.08 - 615 277 223
2022 - 125.54 - 544 245 197
2023 - 128.06 - 491 221 178
2024 - 130.61 - 449 202 163
2025 - 133.23 - 412 185 149
2026 - 135.89 - 378 170 137
2027 - 138.61 - 342 154 124
SUB 11635 5236 4233
REM 1101 495 399
TOT 12736 5731 4632

COMPANY SHARE FUTURE NET REVENUE

Working Interest Royalty FR After Future
Future Revenue (FR) Revenue Royalties Operating Costs Roy. & Proc & Net Revenue
Oper. Net Other Capital Aband
Condensate Total Total Fixed Var Costs Back Income Costs Costs Undisc 10.0%
Year MM$ MM$ MM$ MM$ % MM$ MM$ $/bbl MM$ $/bbl MM$ MM$ MM$ MM$ MM$
2013 9 9 - 2 18.4 - - - 7 92.41 - - - 7 7
2014 73 73 - 13 18.4 - - - 60 89.00 - - - 60 56
2015 77 77 - 15 19.0 - - - 62 86.58 - - - 62 53
2016 71 71 - 13 19.0 - - - 57 88.32 - - - 57 45
2017 59 59 - 11 19.4 - - - 47 90.16 - - - 47 34
2018 52 52 - 10 19.4 - - - 42 92.56 - - - 42 27
2019 44 44 - 9 19.4 - - - 36 95.35 - - - 36 21
2020 39 39 - 8 19.4 - - - 31 97.26 - - - 31 17
2021 34 34 - 7 19.4 - - - 28 99.20 - - - 28 13
2022 31 31 - 6 19.4 - - - 25 101.19 - - - 25 11
2023 28 28 - 6 19.4 - - - 23 103.21 - - - 23 9
2024 26 26 - 5 19.4 - - - 21 105.27 - - - 21 8
2025 25 25 - 5 19.4 - - - 20 107.38 - - - 20 7
2026 23 23 - 5 19.4 - - - 19 109.53 - - - 19 6
2027 21 21 - 4 19.4 - - - 17 111.72 - - - 17 5
SUB 611 611 - 117 19.2 - - - 494 94.33 - - - 494 316
REM 72 72 - 14 19.4 - - - 58 117.12 - - - 58 13
TOT 683 683 - 131 19.2 - - - 552 96.30 - - - 552 328

NET PRESENT VALUE (MM$) - BT

Discount Rate 0.0% 5.0% 8.0% 10.0% 15.0% 20.0% 25.0%
FR After Roy & Oper . 552 413 358 328 272 233 204
Proc & Other Income . - - - - - - -
Capital Costs . . . . - - - - - - -
Abandonment Costs . . - - - - - - -
Future Net Revenue. . 552 413 358 328 272 233 204

These data accompany the report of DeGolyer and MacNaughton and are subject to its specific conditions.

421
 Table 2G
Summary of Production and Future Net Revenue - Total Company
Total Proved Developed
Seplat Petroleum Development Company Plc
Effective as of October 31, 2013
Forecast Price Case
Avg. WI : 45.00%
Avg. Roy : 18.31% Value Navigator 6.1.4.53
Avg. Prod. Taxes : 4.56% Run Date : Jan 27, 14 16:45
Project : 021576

RESERVES AND PRODUCTION FORECAST

Light&Med Oil Heavy Oil Sales Gas
Mbbl Mbbl MMcf
# of Price Pool Company Share Price Pool Company Share Price Pool Company Share
Year Wells $/bbl bbl/d Vol Gross Net $/bbl bbl/d Vol Gross Net $/Mcf Mcf/d Vol Gross Net
2013 63 113.09 49191 3001 1350 1102 113.30 1597 97 44 36 1.50 133276 8130 3658 3402
2014 82 108.91 55996 20439 9197 7505 109.10 1595 582 262 214 1.95 175616 64100 28845 26826
2015 84 106.72 46756 17066 7680 6221 106.91 1322 482 217 176 1.96 175012 63880 28746 26734
2016 84 108.86 37598 13761 6192 5016 109.06 1063 389 175 142 2.32 190776 69824 31421 29221
2017 83 111.69 30166 11011 4955 3994 111.88 875 320 144 116 2.37 128397 46865 21089 19613
2018 83 114.67 24354 8889 4000 3224 114.86 727 265 119 96 2.43 106275 38790 17456 16234
2019 79 118.13 19666 7178 3230 2603 118.32 567 207 93 75 2.48 72548 26480 11916 11082
2020 74 120.51 16019 5863 2638 2126 120.69 478 175 79 63 2.53 54250 19855 8935 8309
2021 71 122.93 12957 4729 2128 1715 123.10 402 147 66 53 2.59 43836 16000 7200 6696
2022 65 125.40 10645 3885 1748 1409 125.56 338 123 56 45 2.64 34440 12571 5657 5261
2023 60 127.92 9206 3360 1512 1219 128.07 241 88 40 32 2.70 30802 11243 5059 4705
2024 58 130.50 7944 2908 1308 1055 130.62 204 75 34 27 2.76 28169 10310 4640 4315
2025 56 133.11 6553 2392 1076 868 133.24 173 63 28 23 2.82 25887 9449 4252 3954
2026 55 135.77 5221 1906 857 691 135.90 147 54 24 19 2.87 23690 8647 3891 3619
2027 46 138.48 4119 1503 676 545 138.62 115 42 19 15 2.93 21451 7830 3523 3277
SUB 107891 48551 39293 3109 1399 1132 413973 186288 173248
REM 3244 1460 1176 8 4 3 25248 11362 10566
TOT 111134 50010 40469 3117 1403 1135 439221 197650 183814
Condensate Butane Propane Ethane Sulphur
Mbbl Mbbl Mbbl Mbbl LT
Price Company Share Price Company Share Price Company Share Price Company Share Price Company Share
Year $/bbl Gross Net $/bbl Gross Net $/bbl Gross Net $/bbl Gross Net $/LT Gross Net
2013 113.25 76 62 - - - - - - - - - - - -
2014 109.06 669 546 - - - - - - - - - - - -
2015 106.89 720 583 - - - - - - - - - - - -
2016 109.03 648 525 - - - - - - - - - - - -
2017 111.86 526 424 - - - - - - - - - - - -
2018 114.83 449 362 - - - - - - - - - - - -
2019 118.30 374 301 - - - - - - - - - - - -
2020 120.67 320 258 - - - - - - - - - - - -
2021 123.08 277 223 - - - - - - - - - - - -
2022 125.54 245 197 - - - - - - - - - - - -
2023 128.06 221 178 - - - - - - - - - - - -
2024 130.61 202 163 - - - - - - - - - - - -
2025 133.23 185 149 - - - - - - - - - - - -
2026 135.89 170 137 - - - - - - - - - - - -
2027 138.61 154 124 - - - - - - - - - - - -
SUB 5236 4233 - - - - - - - -
REM 495 399 - - - - - - - -
TOT 5731 4632 - - - - - - - -

COMPANY SHARE FUTURE NET REVENUE

Working Interest Royalty FR After Future
Future Revenue (FR) Revenue Royalties Prod. Taxes Oper Costs Roy. & Proc & Net Revenue
Sales Pipe NDDC Oper. Net Other Cap'l Aband
Oil Gas NGLs Total State Other Losses Levy Fixed Var Costs Back Income Costs Costs Undisc 10.0%
Year MM$ MM$ MM$ MM$ MM$ MM$ MM$ MM$ MM$ MM$ MM$ MM$ $/BOE MM$ MM$ MM$ MM$ MM$
2013 158 6 9 172 - 31 - 13 1 11 6 110 52.54 - 12 - 98 97
2014 1030 56 73 1160 - 207 - 88 4 71 41 748 49.55 - 56 - 692 649
2015 843 56 77 976 - 179 - 46 3 77 35 636 46.88 - 7 - 629 538
2016 693 73 71 837 - 150 - 38 2 81 30 535 43.03 - - - 535 416
2017 570 50 59 678 - 125 - 19 2 83 24 425 45.93 - - - 425 301
2018 472 43 52 567 - 105 - 16 2 83 20 342 45.09 - - - 342 220
2019 393 30 44 466 - 87 - 13 2 81 16 268 46.52 - 2 1 266 155
2020 327 23 39 389 - 73 - 11 2 81 13 209 45.73 - - - 209 111
2021 270 19 34 323 - 60 - 9 1 80 11 161 43.26 - - - 161 78
2022 226 15 31 272 - 51 - 8 1 79 9 123 40.82 - - 1 122 54
2023 199 14 28 241 - 45 - 7 1 80 8 99 37.54 - 5 - 94 37
2024 175 13 26 214 - 40 - 6 1 68 7 92 39.31 - - - 92 33
2025 147 12 25 184 - 34 - 5 1 68 6 69 34.23 - - - 69 23
2026 120 11 23 154 - 29 - 4 1 66 5 49 28.54 - - 1 49 15
2027 96 10 21 128 - 24 - 4 1 63 4 33 22.66 - - 1 32 9
SUB 5719 430 611 6759 - 1239 - 287 25 1072 236 3901 44.70 - 83 3 3816 2735
REM 211 35 72 318 - 57 - 9 2 215 10 25 6.50 - - 52 -27 -3
TOT 5930 465 683 7078 - 1296 - 296 27 1288 245 3926 43.00 - 83 55 3789 2732

NET PRESENT VALUE (MM$) - BT PROFITABILITY BT

Discount Rate 0.0% 5.0% 8.0% 10.0% 15.0% 20.0% 25.0%
Rate of Return (%) . . . . . -
FR After Roy & Oper . 3926 3279 2985 2817 2475 2213 2006 Profit Index (undisc). . . . 45.764
Proc & Other Income . - - - - - - - (disc @ 10.0%). 36.480
Capital Costs . . . . 83 78 76 75 72 70 68 Total Payout (years) . . . . 0.46
Abandonment Costs . . 55 23 15 11 5 3 1 Cost of Finding ($/BOE). . . 0.92
Future Net Revenue. . 3789 3177 2894 2732 2398 2140 1936 NPV @ 10% ($/BOE). . . . . . 30.33

These data accompany the report of DeGolyer and MacNaughton and are subject to its specific conditions.

422
 Table 2H
Income Tax Summary - Total Company
Total Proved Developed
Seplat Petroleum Development Company Plc
Effective as of October 31, 2013
Forecast Price Case

Value Navigator 6.1.4.53

Run Date : Jan 27, 14 16:46
Project : 021576

Burdens & Expenses Taxable Capital Deductions

Gross Reserves Revenue Op.Costs, Income Cap.
Sales NDDC Pipe Aband& Before Ded.
Oil Gas NGLs WI Roy. Other Total Burdens Levy Losses Salv. Total Ded. G&G I.A. Annu. Other Avail
Year Mbbl MMcf Mbbl MM$ MM$ MM$ MM$ MM$ MM$ MM$ MM$ MM$ MM$ MM$ MM$ MM$ MM$ MM$
2013 1394 3658 76 172 - - 172 31 1 13 16 61 110 - 1 92 - 93
2014 9459 28845 669 1160 - - 1160 207 4 88 112 411 748 - 2 95 - 97
2015 7897 28746 720 976 - - 976 179 3 46 113 340 636 - 0 29 - 29
2016 6367 31421 648 837 - - 837 150 2 38 111 302 535 - - 26 - 26
2017 5099 21089 526 678 - - 678 125 2 19 107 253 425 - - 14 - 14
2018 4120 17456 449 567 - - 567 105 2 16 103 225 342 - - 7 - 7
2019 3323 11916 374 466 - - 466 87 2 13 98 199 267 - - 1 - 1
2020 2717 8935 320 389 - - 389 73 2 11 94 179 209 - - - - -
2021 2194 7200 277 323 - - 323 60 1 9 91 162 161 - - - - -
2022 1804 5657 245 272 - - 272 51 1 8 90 150 122 - - - - -
2023 1552 5059 221 241 - - 241 45 1 7 88 141 99 - 0 1 - 1
2024 1342 4640 202 214 - - 214 40 1 6 75 122 92 - - 1 - 1
2025 1105 4252 185 184 - - 184 34 1 5 74 115 69 - - 1 - 1
2026 882 3891 170 154 - - 154 29 1 4 72 105 49 - - 1 - 1
2027 695 3523 154 128 - - 128 24 1 4 68 96 32 - - 1 - 1
SUB 49950 186288 5236 6759 - - 6759 1239 25 287 1311 2861 3898 - 2 265 - 267
REM 1463 11362 495 318 - - 318 57 2 9 277 345 -27 - - - - -
TOT 51413 197650 5731 7078 - - 7078 1296 27 296 1587 3206 3871 - 2 265 - 267

G&G Investment Allowance Annual Allowance Other Allowance

Initial Add- Depn. Expense Initial Add- Depn. Expense Initial Add- Depn. Expense Initial Add- Depn. Expense
Balance ition Rate Claim Balance ition Rate Claim Balance ition Rate Claim Balance ition Rate Claim
Year MM$ MM$ % MM$ MM$ MM$ % MM$ MM$ MM$ % MM$ MM$ MM$ % MM$
2013 - - - - - 1 100.0 1 303 11 29.4 92 - - - -
2014 - - - - - 2 100.0 2 222 31 37.6 95 - - - -
2015 - - - - - 0 100.0 0 158 4 17.6 29 - - - -
2016 - - - - - - - - 133 - 19.2 26 - - - -
2017 - - - - - - - - 108 - 12.6 14 - - - -
2018 - - - - - - - - 94 - 7.2 7 - - - -
2019 - - - - - - - - 87 - 0.8 1 - - - -
2020 - - - - - - - - 87 - - - - - - -
2021 - - - - - - - - 87 - - - - - - -
2022 - - - - - - - - 87 - - - - - - -
2023 - - - - - 0 100.0 0 87 3 0.6 1 - - - -
2024 - - - - - - - - 89 - 0.6 1 - - - -
2025 - - - - - - - - 88 - 0.6 1 - - - -
2026 - - - - - - - - 88 - 0.6 1 - - - -
2027 - - - - - - - - 87 - 0.6 1 - - - -
SUB - - 2 2 48 265 - -
REM - - - 2 - - - -
TOT - - 2 2 48 265 - -

Education Tax Petroleum Production Tax Regime Cash Flow

Cap. Tax Loss Tax Cap. Tax Loss Tax Total
Ded. Carry Ded. Taxable Tax Pay Ded. Carry Ded. Taxable Tax Pay- Other Tax Cum. NPV
Avail. Fwd Used Income Rate -able Avail. Fwd Used Income Rate able Taxes BTCF Payable ATCF ATCF @ 10 %
Year MM$ MM$ MM$ MM$ % MM$ MM$ MM$ MM$ MM$ % MM$ MM$ MM$ MM$ MM$ MM$ MM$
2013 - - - 109 2.0 2 93 83 16 91 65.8 60 2 98 64 34 34 39
2014 - - - 724 2.0 15 97 32 121 589 65.8 387 17 692 418 274 308 257
2015 - - - 633 2.0 13 29 - 85 535 85.0 455 17 629 484 145 453 124
2016 - - - 535 2.0 11 26 - 98 426 85.0 362 22 535 395 140 593 110
2017 - - - 425 2.0 9 14 - 64 353 85.0 300 15 425 324 102 695 72
2018 - - - 342 2.0 7 7 - 49 286 85.0 243 13 342 262 79 774 51
2019 - - - 268 2.0 5 1 - 30 232 85.0 197 9 266 211 54 828 32
2020 - - - 209 2.0 4 - - 23 183 85.0 155 7 209 166 43 872 23
2021 - - - 161 2.0 3 - - 19 139 85.0 118 6 161 127 34 905 17
2022 - - - 123 2.0 3 - - 15 106 85.0 90 5 122 97 25 931 11
2023 - - - 97 2.0 2 1 - 14 80 85.0 68 4 94 74 20 950 8
2024 - - - 92 2.0 2 1 - 13 77 85.0 65 4 92 71 21 971 8
2025 - - - 69 2.0 1 1 - 13 55 85.0 47 4 69 52 17 989 6
2026 - - - 49 2.0 1 1 - 12 37 85.0 31 3 49 35 13 1002 4
2027 - - - 33 2.0 1 1 - 11 22 85.0 18 3 32 22 10 1012 3
SUB - - 3869 2.0 77 267 582 3209 80.9 2597 129 3816 2803 1012 765
REM - - 25 2.0 1 - 14 11 85.0 9 11 -27 20 -47 -8
TOT - - 3894 2.0 78 267 596 3220 80.9 2606 139 3789 2823 966 757

NET PRESENT VALUE (MM$) - AT

Discount Rate 0.0% 5.0% 8.0% 10.0% 15.0% 20.0%
Before Tax Cash Flow. 3789 3177 2894 2732 2398 2140
Tax Payable . . . . . 2823 2328 2103 1975 1714 1514
After Tax Cash Flow . 966 849 791 757 684 626

These data accompany the report of DeGolyer and MacNaughton and are subject to its specific conditions.

423
 Table 3A
Summary of Reserves and Net Present Value - Total Company
Total Proved
Seplat Petroleum Development Company Plc
Effective as of October 31, 2013
Forecast Price Case

Value Navigator 6.1.4.53

Run Date : Jan 27, 14 16:39
Project : 021576
Current
Reserve Avg. Light&Med Oil Heavy Oil Sales Gas NGLs Total BOE NPV
Well Zone Cat. WI % Gross Net Gross Net Gross Net Gross Net Gross Net @ 0% @ 10%
Mbbl Mbbl Mbbl Mbbl MMcf MMcf Mbbl Mbbl Mbbl Mbbl MM$ MM$
Nigeria
OML-04 + 38 + 41
AMUKPE
1)Amukpe Oil
AMUK001L:E1400X E1400 PP 45.0 325 263 - - 395 367 22 18 415 344 16 11
AMUK001S:D5100X D5100 NRA - - - - - - - - - - - - -
AMUK002T:G5400X G5400 NRA - - - - - - - - - - - - -
Total 1)Amukpe Oil 325 263 - - 395 367 22 18 415 344 16 11
2) Amukpe Other Costs
Amukpe Abandonment PP - - - - - - - - - - - -2 0
Amukpe G&A Expense PP - - - - - - - - - - - -111 -69
Amukpe Licence Fee PP - - - - - - - - - - - 0 0
Amukpe Water Disposal PP - - - - - - - - - - - -10 -10
Total 2) Amukpe Other Costs - - - - - - - - - - -123 -79

Total AMUKPE 325 263 - - 395 367 22 18 415 344 -107 -69
INFRASTRUCTURE
Pipeline
Pipeline Cost NP - - - - - - - - - - - -5 -5
Total Pipeline - - - - - - - - - - -5 -5

Total INFRASTRUCTURE - - - - - - - - - - -5 -5
OBEN
C
OBEN020S:C8000M C8000 NP 45.0 727 586 - - 138 129 4 4 756 612 59 17
Total C 727 586 - - 138 129 4 4 756 612 59 17
D
OBEN-HZ:D9000 D9000 PU 45.0 1066 862 - - 1013 942 32 26 1273 1050 70 44
OBEN003L:D7000M D7000 NRA - - - - - - - - - - - - -
OBEN003S:D7000M D7000 NRA - - - - - - - - - - - - -
OBEN004S:D7000M D7000 NRA - - - - - - - - - - - - -
OBEN005L:D9000M D9000 NP 45.0 544 440 - - 1293 1202 41 33 808 680 48 30
OBEN005S:D4000M D4000 NRA - - - - - - - - - - - - -
OBEN006S:D7000M D7000 NRA - - - - - - - - - - - - -
OBEN007S:D7000M D7000 NRA - - - - - - - - - - - - -
OBEN008S:D7000M D7000 NRA - - - - - - - - - - - - -
OBEN009S:D7000M D7000 NRA - - - - - - - - - - - - -
OBEN010L:D7000M D7000 NRA - - - - - - - - - - - - -
OBEN010S:D4000M D4000 NRA - - - - - - - - - - - - -
OBEN011L:D7000M D7000 P+NP 45.0 558 452 - - 371 345 12 9 634 521 43 29
OBEN011L:D7002M D7000 NRA - - - - - - - - - - - - -
OBEN011S:D7000M D7000 P+NP 45.0 317 256 - - 248 231 8 6 367 302 24 17
OBEN011S:D7001M D7000 NRA - - - - - - - - - - - - -
OBEN020L:D7000M D7000 NRA - - - - - - - - - - - - -
OBEN020S:D7000M D7000 NRA - - - - - - - - - - - - -
OBEN020T:D7000M D7000 P+NP 45.0 808 654 - - 1151 1071 36 29 1043 868 57 40
OBEN023S:D7000M D7000 NRA - - - - - - - - - - - - -
OBEN024L:D7000M D7000 P+NP 45.0 764 618 - - 581 540 18 15 883 726 50 34
OBEN024S:D7000M D7000 NRA - - - - - - - - - - - - -
OBEN025L:D4000M D4000 NRA - - - - - - - - - - - - -
OBEN025L:D7000M D7000 NRA - - - - - - - - - - - - -
OBEN025S:D4000M D4000 NRA - - - - - - - - - - - - -
OBEN029S:D4000M D4000 P+NP 45.0 213 173 - - 405 376 13 10 296 248 16 13
OBEN032S:D4000M D4000 P+NP 45.0 85 69 - - 243 226 8 6 135 114 3 2
Total D 4356 3522 - - 5305 4933 168 135 5438 4508 310 207

These data accompany the report of DeGolyer and MacNaughton and are subject to its specific conditions.

424
 Table 3A
Summary of Reserves and Net Present Value - Total Company
Total Proved
Seplat Petroleum Development Company Plc
Effective as of October 31, 2013
Forecast Price Case

Value Navigator 6.1.4.53

Run Date : Jan 27, 14 16:39
Project : 021576
Current
Reserve Avg. Light&Med Oil Heavy Oil Sales Gas NGLs Total BOE NPV
Well Zone Cat. WI % Gross Net Gross Net Gross Net Gross Net Gross Net @ 0% @ 10%
Mbbl Mbbl Mbbl Mbbl MMcf MMcf Mbbl Mbbl Mbbl Mbbl MM$ MM$
E
OBEN-INF2:E4000 E4000 PU 45.0 808 652 - - 1152 1071 36 29 1043 866 50 28
OBEN-INF:E4000 E4000 PU 45.0 808 654 - - 1152 1071 36 29 1043 868 49 30
OBEN004L:E3000M E3000 NRA - - - - - - - - - - - - -
OBEN005L:E1500M E1500 P+NP 45.0 358 290 - - 1242 1155 39 32 611 521 32 23
OBEN005L:E3000M E3000 NP 45.0 603 487 - - 1572 1462 50 40 923 779 54 34
OBEN006L:E3000M E3000 NRA - - - - - - - - - - - - -
OBEN007L:E3000M E3000 NRA - - - - - - - - - - - - -
OBEN008L:E3000M E3000 P+NP 45.0 412 333 - - 225 209 7 6 457 375 23 17
OBEN009L:E3000M E3000 NRA - - - - - - - - - - - - -
OBEN011L:E3000M E3000 NP 45.0 548 443 - - 364 339 12 9 622 511 43 28
OBEN022T:E4000M E4000 P+NP 45.0 345 279 - - 771 717 24 20 502 423 21 15
OBEN023L:E3000M E3000 NRA - - - - - - - - - - - - -
OBEN029L:E4000M E4000 P+NP 45.0 276 223 - - 1309 1217 41 33 543 466 23 16
OBEN032L:E3000M E3000 NRA - - - - - - - - - - - - -
Total E 4157 3361 - - 7786 7241 246 199 5745 4808 293 191
F
OBEN-INF1:F7800 F7800 PU 45.0 804 650 - - 1145 1065 36 29 1037 863 52 38
OBEN003L:F1500M F1500 NRA - - - - - - - - - - - - -
OBEN012S:F7800 F7800 P+NP 45.0 528 427 - - 208 194 7 5 571 466 30 20
OBEN014S:F7800 F7800 P+NP 45.0 376 304 - - 411 382 13 10 460 380 20 14
OBEN015S:F7800C F7800 P+NP 45.0 1037 838 - - 591 550 19 15 1157 948 87 52
OBEN017S:F7800 F7800 NRA - - - - - - - - - - - - -
OBEN018S:F7800 F7800 NRA - - - - - - - - - - - - -
OBEN019S:F7800 F7800 NRA - - - - - - - - - - - - -
OBEN020L:F1500M F1500 NRA - - - - - - - - - - - - -
OBEN024L:F1500M F1500 NRA - - - - - - - - - - - - -
OBEN031S:F7800 F7800 NRA - - - - - - - - - - - - -
OBEN031S:F7800M F7800 NP 45.0 543 439 - - 774 720 24 20 701 583 47 27
Total F 3288 2658 - - 3129 2910 99 80 3926 3240 236 152
G
OBEN-INF:G1000 G1000 PU 45.0 888 717 - - 1266 1177 40 32 1147 952 59 32
OBEN-INF:G3000 G3000 PU 45.0 622 503 - - 887 825 28 23 803 668 35 23
OBEN-INF:G3500 G3500 PU 45.0 889 719 - - 1267 1178 40 32 1148 955 56 36
OBEN-INF:G4300 G4300 PU 45.0 350 283 - - 498 463 16 13 451 376 12 8
OBEN-INF:G4500 G4500 PU 45.0 441 357 - - 503 468 16 13 544 451 20 13
OBEN005L:G8800N G8800 NRA - - - - - - - - - - - - -
OBEN012L:G5000A G5000 NRA - - - - - - - - - - - - -
OBEN012S:G4000B G4000 NRA - - - - - - - - - - - - -
OBEN014L:G1000I G1000 NRA - - - - - - - - - - - - -
OBEN014L:G4000B G4000 NRA - - - - - - - - - - - - -
OBEN015L:G4000B G4000 NRA - - - - - - - - - - - - -
OBEN015L:G4500A G4500 NP 45.0 329 266 - - 375 348 12 10 405 336 26 18
OBEN017L:G3500A G3500 NRA - - - - - - - - - - - - -
OBEN017L:G4000B G4000 NRA - - - - - - - - - - - - -
OBEN018L:G4000B G4000 NRA - - - - - - - - - - - - -
OBEN019L:G4500A G4500 NRA - - - - - - - - - - - - -
OBEN019L:G5000A G5000 NRA - - - - - - - - - - - - -
OBEN019S:G4000B G4000 NRA - - - - - - - - - - - - -
OBEN019S:G4000M G4000 NRA - - - - - - - - - - - - -
OBEN030L:G4300A G4300 NRA - - - - - - - - - - - - -
OBEN030S:G1000G G1000 NRA - - - - - - - - - - - - -
OBEN031L:G4500A G4500 P+NP 45.0 680 550 - - 290 270 9 7 739 604 46 36
OBEN031L:G4500M G4500 NRA - - - - - - - - - - - - -
OBEN031L:G5000A G5000 NP 45.0 1021 826 - - 291 271 9 7 1081 880 85 53
OBEN031S:G4000B G4000 P+NP 45.0 113 91 - - 309 287 10 8 176 149 9 7
OBEN036T:G3000 G3000 P+NP 45.0 1382 1118 - - 276 256 9 7 1439 1169 100 67
Total G 6715 5430 - - 5961 5544 188 152 7931 6538 447 292
H
OBEN016L:H5000A H5000 NRA - - - - - - - - - - - - -
OBEN016S:H2000A H2000 NRA - - - - - - - - - - - - -
Total H - - - - - - - - - - - -
OBEN - Gas
Gas Plant Expansion PU - - - - - - - - - - - -25 -21
OBEN - NonAssociated P+PU 45.0 - - - - 171674 159657 708 572 30307 28099 215 127
Total OBEN - Gas - - - - 171674 159657 708 572 30307 28099 190 106

These data accompany the report of DeGolyer and MacNaughton and are subject to its specific conditions.

425
 Table 3A
Summary of Reserves and Net Present Value - Total Company
Total Proved
Seplat Petroleum Development Company Plc
Effective as of October 31, 2013
Forecast Price Case

Value Navigator 6.1.4.53

Run Date : Jan 27, 14 16:39
Project : 021576
Current
Reserve Avg. Light&Med Oil Heavy Oil Sales Gas NGLs Total BOE NPV
Well Zone Cat. WI % Gross Net Gross Net Gross Net Gross Net Gross Net @ 0% @ 10%
Mbbl Mbbl Mbbl Mbbl MMcf MMcf Mbbl Mbbl Mbbl Mbbl MM$ MM$
Oben Other Costs
Oben Abandonment P+PU - - - - - - - - - - - -26 -5
Oben G&A Expense PP - - - - - - - - - - - -174 -78
Oben Licence Fee PP - - - - - - - - - - - -1 0
Total Oben Other Costs - - - - - - - - - - -201 -83

Total OBEN 19244 15558 - - 193993 180414 1413 1142 54104 47806 1334 882
OKOPORO AND UBALEME
Okoporo and Ubaleme Licence Fee
Okoporo and Ubaleme L PP - - - - - - - - - - - 0 0
Total Okoporo and Ubaleme Licence Fee - - - - - - - - - - 0 0

Total OKOPORO AND UBALEME - - - - - - - - - - 0 0

OKPORHURU
1) Okporhuru Oil
OKRU-10:U1.8 U1800 PU 45.0 703 567 - - 148 138 3 3 732 594 51 27
OKRU001L:V2000 V2000 P+NP 45.0 981 794 - - 1061 987 46 37 1211 1001 82 52
OKRU001S:U5000 U5000 PP 45.0 1499 1212 - - 264 246 11 9 1556 1264 119 79
OKRU004L:V1000 V1000 P+NP 45.0 775 627 - - 1021 949 44 36 995 827 63 47
OKRU004S:U5000 U5000 PP 45.0 1727 1399 - - 485 451 21 17 1832 1494 136 104
OKRU005L:U8000 U8000 PP 45.0 676 547 - - 337 313 15 12 749 613 49 34
OKRU005S:U7000 U7000 PP 45.0 1092 884 - - 249 232 11 9 1146 932 82 58
OKRU006L:V4000 V4000 P+NP 45.0 406 329 - - 207 193 9 7 450 369 29 24
OKRU006S:U3000 U3000 P+NP 45.0 513 415 - - 33 31 1 1 520 422 36 28
Total 1) Okporhuru Oil 8372 6774 - - 3805 3538 162 131 9190 7516 646 452
2) Okporhuru Gas
OKRU-06(Stg1-U4) U4000 PU 45.0 230 186 - - 4602 4280 200 162 1224 1086 37 26
OKRU-07(Stg1-V7.31) V7310 PU 45.0 - - - - 3117 2899 393 318 931 818 32 21
OKRU-07(Stg2-V7.32) V7320 PU 45.0 - - - - 1880 1748 125 101 449 402 7 4
OKRU-10:U9 U9000 PU 45.0 - - - - 2332 2169 - - 402 374 1 0
Total 2) Okporhuru Gas 230 186 - - 11931 11096 718 581 3005 2680 75 51
3) Existing Wells
Okporhuru-1 NRA - - - - - - - - - - - - -
Okporhuru-2 NRA - - - - - - - - - - - - -
Okporhuru-3 NRA - - - - - - - - - - - - -
Total 3) Existing Wells - - - - - - - - - - - -
4) OKRU Other Costs
Okporhuru Abandonment P+PU - - - - - - - - - - - -5 -1
Okporhuru License Fee P+PU - - - - - - - - - - - 0 0
OKRU Field Developmen P+PU - - - - - - - - - - - -6 -5
Total 4) OKRU Other Costs - - - - - - - - - - -10 -6

Total OKPORHURU 8602 6960 - - 15736 14634 880 712 12195 10196 711 498
OVHOR
H
OVHO001S:H1000N H1000 NRA - - - - - - - - - - - - -
OVHO001S:H6000N H6000 P+NP 45.0 396 322 - - 28 26 3 2 404 328 30 26
OVHO002S:H5000N H5000 P+NP 45.0 2950 2386 - - 956 890 104 84 3219 2624 256 166
OVHO003L:H3000N H3000 P+NP 45.0 205 166 - - 189 176 5 4 243 201 15 11
OVHO003S:H1100N H1100 P+NP 45.0 292 237 - - 93 87 3 2 311 255 21 18
OVHO006T:H5000N H5000 NRA - - - - - - - - - - - - -
OVHO009L:H4000N H4000 P+NP 45.0 1029 834 - - 133 123 4 3 1055 858 80 61
OVHO009S:H1200N H1200 P+NP 45.0 161 130 - - 178 165 7 5 198 164 12 9
OVHO010S:H1000N H1000 NRA - - - - - - - - - - - - -
OVHO011L:H5000N H5000 NP 45.0 822 664 - - 129 120 14 11 858 696 66 41
OVHO011S:H3000N H3000 NP 45.0 112 91 - - 38 35 1 1 120 98 7 5
OVHO013L:H5000N H5000 P+NP 45.0 1706 1380 - - 235 219 26 21 1772 1438 142 92
OVHO013S:H1200N H1200 P+NP 45.0 1279 1035 - - 471 438 18 14 1378 1125 103 74
OVHO014S:H6000N H6000 P+NP 45.0 205 167 - - 169 157 18 15 253 209 16 15
Total H 9158 7412 - - 2619 2436 202 164 9812 7996 747 519

These data accompany the report of DeGolyer and MacNaughton and are subject to its specific conditions.

426
 Table 3A
Summary of Reserves and Net Present Value - Total Company
Total Proved
Seplat Petroleum Development Company Plc
Effective as of October 31, 2013
Forecast Price Case

Value Navigator 6.1.4.53

Run Date : Jan 27, 14 16:39
Project : 021576
Current
Reserve Avg. Light&Med Oil Heavy Oil Sales Gas NGLs Total BOE NPV
Well Zone Cat. WI % Gross Net Gross Net Gross Net Gross Net Gross Net @ 0% @ 10%
Mbbl Mbbl Mbbl Mbbl MMcf MMcf Mbbl Mbbl Mbbl Mbbl MM$ MM$
I
OVHO001L:I3000N I3000 P+NP 45.0 1105 895 - - 66 62 10 8 1127 915 88 67
OVHO002L:I3000N I3000 P+NP 45.0 454 369 - - 227 211 36 29 529 435 37 33
OVHO002S:I3000N I3000 NP 45.0 458 372 - - 189 176 30 24 520 427 37 32
OVHO005S:I1000N I1000 P+NP 45.0 607 491 - - 99 92 10 8 634 515 47 34
OVHO006T:I2000N I2000 NP 45.0 367 297 - - 84 79 13 11 395 321 23 17
OVHO007T:I1000N I1000 P+NP 45.0 4572 3701 - - 219 204 23 18 4632 3755 364 258
OVHO008T:I2000N I2000 P+NP 45.0 1907 1544 - - 48 44 8 6 1923 1558 142 105
OVHO009S:I1200N I1200 NRA - - - - - - - - - - - - -
OVHO012T:I1000N I1000 P+NP 45.0 2678 2167 - - 423 394 44 35 2794 2270 210 147
OVHO014L:I2000N I2000 NP 45.0 1335 1081 - - 642 597 101 82 1547 1266 115 82
Total I 13483 10918 - - 1998 1858 275 223 14102 11461 1062 774
J
OVHO001L:J1000N J1000 NRA - - - - - - - - - - - - -
OVHO005L:J1000N J1000 P+NP 45.0 414 335 - - 172 160 6 5 449 367 31 24
OVHO010L:J2000N J2000 P+NP 45.0 312 253 - - 206 192 7 5 354 291 23 19
OVHO015X:J1000X New D J1000 PU 45.0 247 200 - - 136 127 4 4 275 225 4 2
OVHO016X:J1000X New D J1000 PU 45.0 128 103 - - 70 65 2 2 142 117 4 3
OVHO016X:J2000X New D J1000 PU 45.0 388 314 - - 214 199 7 6 431 354 25 17
OVHO017X:J1000X New D J1000 PU 45.0 128 103 - - 70 65 2 2 142 117 4 3
OVHO017X:J2000X New D J1000 PU 45.0 388 314 - - 214 199 7 6 431 354 25 17
Total J 2003 1622 - - 1083 1008 35 29 2225 1824 116 85
Ovhor Other Costs
Ovhor Abandonment P+PU - - - - - - - - - - - -10 -2
Ovhor License Fee PP - - - - - - - - - - - 0 0
Total Ovhor Other Costs - - - - - - - - - - -11 -2

Total OVHOR 24643 19952 - - 5700 5301 512 415 26138 21281 1914 1376
SAPELE
1) Sapele Shallow Oil
SAPL NEW-1 B7400X B3500 PU 45.0 - - 612 494 15 14 1 1 615 497 28 16
SAPL NEW-1 C3000X B3500 PU - - - - - - - - - - - - -
SAPL011T:C5000X C5000 P+NP 45.0 - - 345 279 1242 1155 54 44 613 522 23 16
SAPL021L:B7400X B7400 P+NP 45.0 - - 27 22 469 436 20 17 128 114 4 3
SAPL021S:B3500X B3500 P+NP 45.0 - - 174 141 686 638 30 24 322 275 14 10
SAPL023T:B3500X B3500 P+NP 45.0 - - 85 69 605 563 26 21 216 187 5 5
SAPL024T:C3000X C3000 P+NP 45.0 - - 772 624 927 862 40 33 972 806 56 41
Total 1) Sapele Shallow Oil - - 2014 1630 3944 3668 171 139 2866 2401 129 91
2) Sapele Deep Oil
SAPL001V:G3000X G3000 NP 45.0 767 620 - - 2391 2223 104 84 1283 1088 73 47
SAPL002L:G3000X G3000 P+NP 45.0 678 548 - - 1525 1419 66 54 1007 847 58 38
SAPL002S:G2000X G2000 P+NP 45.0 879 711 - - 400 372 17 14 965 789 69 43
SAPL006L:G5600X G5600 P+NP 45.0 639 517 - - 1440 1339 63 51 950 799 55 38
SAPL006S:G2000X G2000 P+NP 45.0 546 442 - - 1257 1169 55 44 818 688 46 33
SAPL009L:G3000X G3000 NP 45.0 100 81 - - 254 236 11 9 155 131 7 5
SAPL009S:G2000X G2000 P+NP 45.0 450 364 - - 819 762 36 29 626 524 36 25
SAPL010L:G4000X G4000 P+NP 45.0 471 381 - - 5067 4712 220 178 1565 1372 54 35
SAPL012L:G3000X G3000 P+NP 45.0 575 465 - - 693 644 30 24 724 600 45 30
SAPL012S:G2000X G2000 P+NP 45.0 400 323 - - 1924 1790 84 68 815 700 38 26
SAPL013L:G3000X G3000 P+NP 45.0 578 468 - - 1590 1479 69 56 921 779 44 33
Total 2) Sapele Deep Oil 6083 4921 - - 17360 16145 755 610 9831 8315 524 352
3) Sapele Gas
SAPL017: G400XX G4000 NP 45.0 - - - - 39508 36742 1718 1386 8529 7721 249 106
SAPL017T:G6000X G6000 P+NP 45.0 - - - - 6326 5883 275 223 1366 1237 30 22
SAPL018: H3500XX H3500 NP 45.0 - - - - 1037 965 45 36 224 203 -2 -2
SAPL018T:H5000X H5000 NP 45.0 - - - - 1819 1692 79 64 393 356 7 6
SAPL019: H1500XX H1500 NP 45.0 - - - - 4087 3801 178 144 882 799 16 9
SAPL019: H6000XX H6000 NP 45.0 - - - - 2341 2177 102 82 505 457 7 3
SAPL019: H7000XX H7000 NP 45.0 - - - - 2394 2226 104 84 517 468 7 4
SAPL019T:H8000X H8000 NP 45.0 - - - - 5891 5478 256 207 1272 1152 26 17
SAPL020: H2000XX H2000 NP 45.0 - - - - 6196 5763 269 218 1338 1211 25 15
SAPL020T:H1000X H1000 NP 45.0 - - - - 8564 7964 372 301 1849 1674 39 22
Total 3) Sapele Gas - - - - 78163 72692 3398 2744 16875 15277 404 201

These data accompany the report of DeGolyer and MacNaughton and are subject to its specific conditions.

427
 Table 3A
Summary of Reserves and Net Present Value - Total Company
Total Proved
Seplat Petroleum Development Company Plc
Effective as of October 31, 2013
Forecast Price Case

Value Navigator 6.1.4.53

Run Date : Jan 27, 14 16:39
Project : 021576
Current
Reserve Avg. Light&Med Oil Heavy Oil Sales Gas NGLs Total BOE NPV
Well Zone Cat. WI % Gross Net Gross Net Gross Net Gross Net Gross Net @ 0% @ 10%
Mbbl Mbbl Mbbl Mbbl MMcf MMcf Mbbl Mbbl Mbbl Mbbl MM$ MM$
4) Sapele NRA
SAPL001L:G5400X G5400 NRA - - - - - - - - - - - - -
SAPL004S:G2000X G2000 NRA - - - - - - - - - - - - -
SAPL005L:G3000X G3000 NRA - - - - - - - - - - - - -
SAPL005S:G2000X G2000 NRA - - - - - - - - - - - - -
SAPL010S:G2000X G2000 NRA - - - - - - - - - - - - -
SAPL013S:G2000X G2000 NRA - - - - - - - - - - - - -
SAPL015T:B4100X B4100 NRA - - - - - - - - - - - - -
Total 4) Sapele NRA - - - - - - - - - - - -
5) Sapele Other Costs
Sapele Abandonment P+PU - - - - - - - - - - - -16 -3
Sapele Compressors P+PU - - - - - - - - - - - -14 -13
Sapele G&A Expense P+PU - - - - - - - - - - - -422 -189
Sapele Integrity Upgr P+PU - - - - - - - - - - - -4 -4
Sapele License Fee P+PU - - - - - - - - - - - 0 0
Total 5) Sapele Other Costs - - - - - - - - - - -457 -209

Total SAPELE 6083 4921 2014 1630 99467 92505 4325 3494 29572 25993 601 435

Total OML-04 + 38 + 41 58898 47654 2014 1630 315291 293221 7152 5780 122425 105619 4448 3117

Total Nigeria 58898 47654 2014 1630 315291 293221 7152 5780 122425 105619 4448 3117

Total Company 58898 47654 2014 1630 315291 293221 7152 5780 122425 105619 4448 3117

These data accompany the report of DeGolyer and MacNaughton and are subject to its specific conditions.

428
 Table 3B
Summary of Production and Future Net Revenue - Total Company Light Oil
Total Proved
Seplat Petroleum Development Company Plc
Effective as of October 31, 2013
Forecast Price Case

Value Navigator 6.1.4.53

Run Date : Jan 27, 14 16:40
Project : 021576

RESERVES AND PRODUCTION FORECAST

Light Oil
Mbbl
# of Price Pool Company Share
Year Wells $/bbl bbl/d Vol Gross Net
2013 54 113.10 50098 3056 1375 1122
2014 77 108.93 62089 22663 10198 8322
2015 78 106.75 55447 20238 9107 7377
2016 79 108.90 45726 16736 7531 6100
2017 79 111.72 36681 13389 6025 4856
2018 79 114.70 29522 10775 4849 3908
2019 76 118.16 23786 8682 3907 3149
2020 72 120.54 19354 7084 3188 2569
2021 70 122.96 15645 5710 2570 2071
2022 64 125.42 12812 4676 2104 1696
2023 62 127.94 10918 3985 1793 1445
2024 58 130.52 9182 3360 1512 1219
2025 53 133.13 7573 2764 1244 1003
2026 52 135.79 6060 2212 995 802
2027 42 138.50 4792 1749 787 634
SUB 127079 57186 46274
REM 3804 1712 1380
TOT 130884 58898 47654

COMPANY SHARE FUTURE NET REVENUE

Working Interest Royalty FR After Future
Future Revenue (FR) Revenue Royalties Operating Costs Roy. & Proc & Net Revenue
Oper. Net Other Capital Aband
Oil Total Total Fixed Var Costs Back Income Costs Costs Undisc 10.0%
Year MM$ MM$ MM$ MM$ % MM$ MM$ $/bbl MM$ $/bbl MM$ MM$ MM$ MM$ MM$
2013 156 156 - 42 27.2 10 6 10.95 98 71.40 - 18 - 80 79
2014 1111 1111 - 302 27.2 67 41 10.67 700 68.66 - 118 - 583 545
2015 972 972 - 237 24.4 76 38 12.44 622 68.24 - 9 - 612 524
2016 820 820 - 200 24.4 81 32 14.94 507 67.35 - 4 - 503 391
2017 673 673 - 153 22.8 82 26 17.95 412 68.31 - - - 412 291
2018 556 556 - 127 22.8 83 21 21.58 325 66.93 - - - 325 209
2019 462 462 - 106 22.9 83 18 25.75 255 65.37 - 2 1 253 148
2020 384 384 - 88 22.9 84 15 30.92 198 61.97 - - - 198 105
2021 316 316 - 73 23.0 83 12 37.09 148 57.59 - - - 148 72
2022 264 264 - 61 23.1 84 10 44.63 109 51.86 - - - 109 48
2023 229 229 - 53 23.2 85 9 52.14 83 46.10 - 5 - 77 31
2024 197 197 - 46 23.2 70 8 51.13 74 49.15 - - - 74 27
2025 166 166 - 39 23.3 70 6 60.98 51 41.19 - - - 51 17
2026 135 135 - 32 23.3 67 5 72.72 31 31.39 - - 1 31 9
2027 109 109 - 26 23.4 64 4 86.72 15 19.38 - - 1 15 4
SUB 6550 6550 - 1584 24.2 1088 250 23.40 3628 63.44 - 156 2 3471 2499
REM 247 247 - 58 23.6 227 9 137.93 -47 -27.53 - - 63 -110 -21
TOT 6798 6798 - 1643 24.2 1315 259 26.73 3581 60.80 - 156 65 3360 2478

NET PRESENT VALUE (MM$) - BT

Discount Rate 0.0% 5.0% 8.0% 10.0% 15.0% 20.0% 25.0%
FR After Roy & Oper . 3581 3037 2782 2634 2326 2085 1893
Proc & Other Income . - - - - - - -
Capital Costs . . . . 156 149 146 144 139 136 132
Abandonment Costs . . 65 27 17 12 6 3 1
Future Net Revenue. . 3360 2861 2619 2478 2181 1947 1760

These data accompany the report of DeGolyer and MacNaughton and are subject to its specific conditions.

429
 Table 3C
Summary of Production and Future Net Revenue - Total Company Heavy Oil
Total Proved
Seplat Petroleum Development Company Plc
Effective as of October 31, 2013
Forecast Price Case

Value Navigator 6.1.4.53

Run Date : Jan 27, 14 16:42
Project : 021576

RESERVES AND PRODUCTION FORECAST

Heavy Oil
Mbbl
# of Price Pool Company Share
Year Wells $/bbl bbl/d Vol Gross Net
2013 5 113.30 1597 97 44 36
2014 6 109.10 1993 728 327 267
2015 6 106.91 2020 737 332 269
2016 6 109.06 1458 534 240 194
2017 5 111.88 1166 426 192 154
2018 5 114.86 961 351 158 127
2019 4 118.32 769 281 126 102
2020 4 120.69 657 240 108 87
2021 4 123.10 565 206 93 75
2022 4 125.56 486 178 80 64
2023 3 128.07 380 139 62 50
2024 3 130.62 334 122 55 44
2025 3 133.24 296 108 49 39
2026 3 135.90 263 96 43 35
2027 3 138.62 226 82 37 30
SUB 4325 1946 1575
REM 152 68 55
TOT 4476 2014 1630

COMPANY SHARE FUTURE NET REVENUE

Working Interest Royalty FR After Future
Future Revenue (FR) Revenue Royalties Operating Costs Roy. & Proc & Net Revenue
Oper. Net Other Capital Aband
Oil Total Total Fixed Var Costs Back Income Costs Costs Undisc 10.0%
Year MM$ MM$ MM$ MM$ % MM$ MM$ $/bbl MM$ $/bbl MM$ MM$ MM$ MM$ MM$
2013 5 5 - 1 28.0 1 0 17.00 3 64.56 - - - 3 3
2014 36 36 - 10 28.4 4 1 15.24 21 62.92 - 7 - 13 12
2015 36 36 - 9 25.0 4 1 17.27 21 62.96 - - - 21 18
2016 26 26 - 7 25.0 4 1 21.28 15 60.48 - - - 15 11
2017 21 21 - 5 23.3 4 1 25.49 12 60.27 - - - 12 8
2018 18 18 - 4 23.4 4 1 30.08 9 57.85 - - - 9 6
2019 15 15 - 4 23.4 3 1 30.40 8 60.24 - - - 8 4
2020 13 13 - 3 23.5 3 1 35.43 6 56.89 - - - 6 3
2021 11 11 - 3 23.6 3 0 41.35 5 52.67 - - - 5 2
2022 10 10 - 2 23.8 4 0 48.18 4 47.53 - - - 4 2
2023 8 8 - 2 23.8 3 0 53.45 3 44.10 - - - 3 1
2024 7 7 - 2 24.0 3 0 61.07 2 38.24 - - - 2 1
2025 7 7 - 2 24.1 3 0 69.91 2 31.16 - - - 2 1
2026 6 6 - 1 24.3 3 0 79.42 1 23.43 - - - 1 0
2027 5 5 - 1 24.5 3 0 88.61 1 16.07 - - - 1 0
SUB 224 224 - 56 24.9 50 9 30.00 110 56.50 - 7 - 103 73
REM 10 10 - 2 24.0 5 0 78.01 2 32.31 - - - 2 1
TOT 234 234 - 58 24.8 55 9 31.62 112 55.68 - 7 - 105 74

NET PRESENT VALUE (MM$) - BT

Discount Rate 0.0% 5.0% 8.0% 10.0% 15.0% 20.0% 25.0%
FR After Roy & Oper . 112 94 85 80 71 63 57
Proc & Other Income . - - - - - - -
Capital Costs . . . . 7 7 7 7 7 6 6
Abandonment Costs . . - - - - - - -
Future Net Revenue. . 105 87 78 74 64 57 51

These data accompany the report of DeGolyer and MacNaughton and are subject to its specific conditions.

430
 Table 3D
Summary of Production and Future Net Revenue - Total Company Non-Associated Sales Gas
Total Proved
Seplat Petroleum Development Company Plc
Effective as of October 31, 2013
Forecast Price Case

Value Navigator 6.1.4.53

Run Date : Jan 27, 14 16:42
Project : 021576

RESERVES AND PRODUCTION FORECAST

Non-Associated Sales Gas
MMcf
# of Price Pool Company Share
Year Wells $/Mcf Mcf/d Vol Gross Net
2013 8 1.50 87149 5316 2392 2225
2014 16 1.95 122529 44723 20125 18717
2015 18 1.96 125152 45680 20556 19117
2016 19 2.32 197333 72224 32501 30226
2017 19 2.37 127041 46370 20866 19406
2018 19 2.43 94147 34363 15464 14381
2019 17 2.48 62123 22675 10204 9489
2020 16 2.53 44912 16438 7397 6879
2021 15 2.59 35674 13021 5859 5449
2022 15 2.64 63942 23339 10502 9767
2023 15 2.70 86326 31509 14179 13186
2024 15 2.76 98504 36053 16224 15088
2025 18 2.82 109444 39947 17976 16718
2026 20 2.87 118786 43357 19511 18145
2027 20 2.93 102031 37241 16759 15586
SUB 512256 230515 214379
REM 69452 31253 29066
TOT 581708 261769 243445

COMPANY SHARE FUTURE NET REVENUE

Working Interest Royalty FR After Future
Future Revenue (FR) Revenue Royalties Operating Costs Roy. & Proc & Net Revenue
Oper. Net Other Capital Aband
Gas Total Total Fixed Var Costs Back Income Costs Costs Undisc 10.0%
Year MM$ MM$ MM$ MM$ % MM$ MM$ $/Mcf MM$ $/Mcf MM$ MM$ MM$ MM$ MM$
2013 4 4 - 1 38.5 1 0 0.39 1 0.54 - 26 - -25 -25
2014 39 39 - 8 20.1 7 2 0.48 22 1.08 - 35 - -13 -12
2015 40 40 - 7 16.4 9 2 0.55 23 1.09 - 18 - 5 4
2016 75 75 - 9 11.7 10 4 0.41 53 1.64 - 1 - 52 40
2017 50 50 - 6 11.0 10 3 0.59 32 1.52 - - - 32 23
2018 38 38 - 4 11.6 9 2 0.68 23 1.47 - - - 23 15
2019 25 25 - 3 12.7 8 1 0.92 13 1.25 - - - 13 8
2020 19 19 - 3 13.5 7 1 1.10 8 1.09 - - - 8 4
2021 15 15 - 2 14.0 7 1 1.30 6 0.93 - - - 6 3
2022 28 28 - 4 12.8 8 1 0.89 15 1.41 - 17 - -2 -1
2023 38 38 - 4 11.0 9 2 0.75 24 1.66 - 13 - 11 4
2024 45 45 - 5 10.5 10 2 0.74 28 1.73 - 13 - 15 5
2025 51 51 - 6 11.2 12 2 0.82 30 1.69 - 29 - 2 1
2026 56 56 - 6 10.2 15 3 0.92 32 1.65 - 14 - 19 6
2027 49 49 - 5 9.7 16 2 1.08 26 1.56 - - - 26 7
SUB 571 571 - 71 12.4 137 29 0.72 335 1.45 - 165 - 169 80
REM 96 96 - 11 11.6 51 5 1.76 30 0.95 - 12 10 7 2
TOT 667 667 - 82 12.3 188 33 0.84 364 1.39 - 177 10 176 83

NET PRESENT VALUE (MM$) - BT

Discount Rate 0.0% 5.0% 8.0% 10.0% 15.0% 20.0% 25.0%
FR After Roy & Oper . 364 257 215 193 153 126 108
Proc & Other Income . - - - - - - -
Capital Costs . . . . 177 134 117 109 94 84 78
Abandonment Costs . . 10 4 3 2 1 0 0
Future Net Revenue. . 176 119 95 83 59 42 30

These data accompany the report of DeGolyer and MacNaughton and are subject to its specific conditions.

431
 Table 3E
Summary of Production and Future Net Revenue - Total Company Solution Gas
Total Proved
Seplat Petroleum Development Company Plc
Effective as of October 31, 2013
Forecast Price Case

Value Navigator 6.1.4.53

Run Date : Jan 27, 14 16:42
Project : 021576

RESERVES AND PRODUCTION FORECAST

Solution Gas
MMcf
# of Price Pool Company Share
Year Wells $/Mcf Mcf/d Vol Gross Net
2013 - 1.51 - 2506 1128 1049
2014 - 1.96 - 19127 8607 8005
2015 - 1.97 - 17849 8032 7470
2016 - 2.33 - 14809 6664 6197
2017 - 2.38 - 12107 5448 5067
2018 - 2.44 - 10013 4506 4190
2019 - 2.49 - 8173 3678 3420
2020 - 2.55 - 6844 3080 2864
2021 - 2.61 - 5617 2528 2351
2022 - 2.66 - 4718 2123 1974
2023 - 2.72 - 3936 1771 1647
2024 - 2.78 - 3261 1468 1365
2025 - 2.84 - 2725 1226 1141
2026 - 2.89 - 2179 980 912
2027 - 2.95 - 1711 770 716
SUB 115574 52008 48368
REM 3366 1515 1409
TOT 118939 53523 49776

COMPANY SHARE FUTURE NET REVENUE

Working Interest Royalty FR After Future
Future Revenue (FR) Revenue Royalties Operating Costs Roy. & Proc & Net Revenue
Oper. Net Other Capital Aband
Gas Total Total Fixed Var Costs Back Income Costs Costs Undisc 10.0%
Year MM$ MM$ MM$ MM$ % MM$ MM$ $/Mcf MM$ $/Mcf MM$ MM$ MM$ MM$ MM$
2013 2 2 - 0 7.0 - - - 2 1.40 - - - 2 2
2014 17 17 - 1 7.0 - - - 16 1.82 - - - 16 15
2015 16 16 - 1 7.0 - - - 15 1.83 - - - 15 13
2016 16 16 - 1 7.0 - - - 15 2.17 - - - 15 11
2017 13 13 - 1 7.0 - - - 12 2.22 - - - 12 9
2018 11 11 - 1 7.0 - - - 10 2.27 - - - 10 7
2019 9 9 - 1 7.0 - - - 9 2.32 - - - 9 5
2020 8 8 - 1 7.0 - - - 7 2.37 - - - 7 4
2021 7 7 - 1 7.0 - - - 6 2.42 - - - 6 3
2022 6 6 - 0 7.0 - - - 5 2.47 - - - 5 2
2023 5 5 - 0 7.0 - - - 5 2.53 - - - 5 2
2024 4 4 - 0 7.0 - - - 4 2.58 - - - 4 1
2025 4 4 - 0 7.0 - - - 3 2.64 - - - 3 1
2026 3 3 - 0 7.0 - - - 3 2.69 - - - 3 1
2027 2 2 - 0 7.0 - - - 2 2.74 - - - 2 1
SUB 121 121 - 8 7.0 - - - 112 2.16 - - - 112 75
REM 5 5 - 0 7.0 - - - 4 2.86 - - - 4 1
TOT 125 125 - 9 7.0 - - - 117 2.18 - - - 117 76

NET PRESENT VALUE (MM$) - BT

Discount Rate 0.0% 5.0% 8.0% 10.0% 15.0% 20.0% 25.0%
FR After Roy & Oper . 117 92 82 76 65 56 50
Proc & Other Income . - - - - - - -
Capital Costs . . . . - - - - - - -
Abandonment Costs . . - - - - - - -
Future Net Revenue. . 117 92 82 76 65 56 50

These data accompany the report of DeGolyer and MacNaughton and are subject to its specific conditions.

432
 Table 3F
Summary of Production and Future Net Revenue - Total Company Condensate
Total Proved
Seplat Petroleum Development Company Plc
Effective as of October 31, 2013
Forecast Price Case

Value Navigator 6.1.4.53

Run Date : Jan 27, 14 16:43
Project : 021576

RESERVES AND PRODUCTION FORECAST

Condensate
Mbbl
# of Price Pool Company Share
Year Wells $/bbl bbl/d Vol Gross Net
2013 - 113.25 - 188 85 69
2014 - 109.07 - 1783 803 655
2015 - 106.89 - 1927 867 702
2016 - 109.04 - 1826 822 665
2017 - 111.86 - 1512 681 549
2018 - 114.84 - 1263 569 458
2019 - 118.30 - 1026 462 372
2020 - 120.67 - 858 386 311
2021 - 123.08 - 724 326 262
2022 - 125.54 - 673 303 244
2023 - 128.06 - 636 286 231
2024 - 130.62 - 585 263 212
2025 - 133.23 - 560 252 203
2026 - 135.89 - 539 243 196
2027 - 138.61 - 478 215 173
SUB 14579 6561 5304
REM 1314 591 477
TOT 15894 7152 5780

COMPANY SHARE FUTURE NET REVENUE

Working Interest Royalty FR After Future
Future Revenue (FR) Revenue Royalties Operating Costs Roy. & Proc & Net Revenue
Oper. Net Other Capital Aband
Condensate Total Total Fixed Var Costs Back Income Costs Costs Undisc 10.0%
Year MM$ MM$ MM$ MM$ % MM$ MM$ $/bbl MM$ $/bbl MM$ MM$ MM$ MM$ MM$
2013 10 10 - 2 18.4 - - - 8 92.41 - - - 8 8
2014 88 88 - 16 18.4 - - - 71 89.00 - - - 71 67
2015 93 93 - 18 19.0 - - - 75 86.58 - - - 75 64
2016 90 90 - 17 19.0 - - - 73 88.32 - - - 73 56
2017 76 76 - 15 19.4 - - - 61 90.16 - - - 61 43
2018 65 65 - 13 19.4 - - - 53 92.56 - - - 53 34
2019 55 55 - 11 19.4 - - - 44 95.35 - - - 44 26
2020 47 47 - 9 19.4 - - - 38 97.26 - - - 38 20
2021 40 40 - 8 19.4 - - - 32 99.20 - - - 32 16
2022 38 38 - 7 19.4 - - - 31 101.19 - - - 31 13
2023 37 37 - 7 19.4 - - - 30 103.22 - - - 30 12
2024 34 34 - 7 19.4 - - - 28 105.28 - - - 28 10
2025 34 34 - 7 19.4 - - - 27 107.38 - - - 27 9
2026 33 33 - 6 19.4 - - - 27 109.53 - - - 27 8
2027 30 30 - 6 19.4 - - - 24 111.72 - - - 24 7
SUB 768 768 - 147 19.2 - - - 620 94.55 - - - 620 392
REM 86 86 - 17 19.4 - - - 69 117.00 - - - 69 15
TOT 853 853 - 164 19.2 - - - 690 96.41 - - - 690 407

NET PRESENT VALUE (MM$) - BT

Discount Rate 0.0% 5.0% 8.0% 10.0% 15.0% 20.0% 25.0%
FR After Roy & Oper . 690 515 445 407 336 287 251
Proc & Other Income . - - - - - - -
Capital Costs . . . . - - - - - - -
Abandonment Costs . . - - - - - - -
Future Net Revenue. . 690 515 445 407 336 287 251

These data accompany the report of DeGolyer and MacNaughton and are subject to its specific conditions.

433
 Table 3G
Summary of Production and Future Net Revenue - Total Company
Total Proved
Seplat Petroleum Development Company Plc
Effective as of October 31, 2013
Forecast Price Case
Avg. WI : 45.00%
Avg. Roy : 18.01% Value Navigator 6.1.4.53
Avg. Prod. Taxes : 4.52% Run Date : Jan 27, 14 16:45
Project : 021576

RESERVES AND PRODUCTION FORECAST

Light&Med Oil Heavy Oil Sales Gas
Mbbl Mbbl MMcf
# of Price Pool Company Share Price Pool Company Share Price Pool Company Share
Year Wells $/bbl bbl/d Vol Gross Net $/bbl bbl/d Vol Gross Net $/Mcf Mcf/d Vol Gross Net
2013 67 113.10 50098 3056 1375 1122 113.30 1597 97 44 36 1.50 128227 7822 3520 3273
2014 99 108.93 62089 22663 10198 8322 109.10 1993 728 327 267 1.95 174932 63850 28733 26721
2015 102 106.75 55447 20238 9107 7377 106.91 2020 737 332 269 1.96 174052 63529 28588 26587
2016 104 108.90 45726 16736 7531 6100 109.06 1458 534 240 194 2.32 237793 87032 39165 36423
2017 103 111.72 36681 13389 6025 4856 111.88 1166 426 192 154 2.37 160211 58477 26315 24473
2018 103 114.70 29522 10775 4849 3908 114.86 961 351 158 127 2.43 121579 44376 19969 18572
2019 97 118.16 23786 8682 3907 3149 118.32 769 281 126 102 2.48 84514 30848 13881 12910
2020 92 120.54 19354 7084 3188 2569 120.69 657 240 108 87 2.54 63610 23281 10477 9743
2021 89 122.96 15645 5710 2570 2071 123.10 565 206 93 75 2.60 51064 18639 8387 7800
2022 83 125.42 12812 4676 2104 1696 125.56 486 178 80 64 2.64 76867 28056 12625 11742
2023 80 127.94 10918 3985 1793 1445 128.07 380 139 62 50 2.70 97108 35445 15950 14834
2024 75 130.52 9182 3360 1512 1219 130.62 334 122 55 44 2.76 107416 39314 17691 16453
2025 73 133.13 7573 2764 1244 1003 133.24 296 108 49 39 2.82 116911 42673 19203 17858
2026 73 135.79 6060 2212 995 802 135.90 263 96 43 35 2.87 124755 45536 20491 19057
2027 65 138.50 4792 1749 787 634 138.62 226 82 37 30 2.93 106719 38952 17529 16302
SUB 127079 57186 46274 4325 1946 1575 627830 282524 262747
REM 3804 1712 1380 152 68 55 72817 32768 30474
TOT 130884 58898 47654 4476 2014 1630 700648 315291 293221
Condensate Butane Propane Ethane Sulphur
Mbbl Mbbl Mbbl Mbbl LT
Price Company Share Price Company Share Price Company Share Price Company Share Price Company Share
Year $/bbl Gross Net $/bbl Gross Net $/bbl Gross Net $/bbl Gross Net $/LT Gross Net
2013 113.25 85 69 - - - - - - - - - - - -
2014 109.07 803 655 - - - - - - - - - - - -
2015 106.89 867 702 - - - - - - - - - - - -
2016 109.04 822 665 - - - - - - - - - - - -
2017 111.86 681 549 - - - - - - - - - - - -
2018 114.84 569 458 - - - - - - - - - - - -
2019 118.30 462 372 - - - - - - - - - - - -
2020 120.67 386 311 - - - - - - - - - - - -
2021 123.08 326 262 - - - - - - - - - - - -
2022 125.54 303 244 - - - - - - - - - - - -
2023 128.06 286 231 - - - - - - - - - - - -
2024 130.62 263 212 - - - - - - - - - - - -
2025 133.23 252 203 - - - - - - - - - - - -
2026 135.89 243 196 - - - - - - - - - - - -
2027 138.61 215 173 - - - - - - - - - - - -
SUB 6561 5304 - - - - - - - -
REM 591 477 - - - - - - - -
TOT 7152 5780 - - - - - - - -

COMPANY SHARE FUTURE NET REVENUE

Working Interest Royalty FR After Future
Future Revenue (FR) Revenue Royalties Prod. Taxes Oper Costs Roy. & Proc & Net Revenue
Sales Pipe NDDC Oper. Net Other Cap'l Aband
Oil Gas NGLs Total State Other Losses Levy Fixed Var Costs Back Income Costs Costs Undisc 10.0%
Year MM$ MM$ MM$ MM$ MM$ MM$ MM$ MM$ MM$ MM$ MM$ MM$ $/BOE MM$ MM$ MM$ MM$ MM$
2013 161 5 10 175 - 32 - 14 2 11 6 112 52.93 - 44 - 67 67
2014 1147 56 88 1290 - 231 - 99 8 78 45 830 50.95 - 160 - 670 627
2015 1008 56 93 1157 - 213 - 55 4 89 42 755 49.53 - 27 - 728 622
2016 846 91 90 1027 - 184 - 47 3 94 37 662 43.14 - 5 - 657 510
2017 695 63 76 833 - 154 - 23 3 96 29 528 46.19 - - - 528 373
2018 574 49 65 688 - 128 - 19 2 96 24 419 46.49 - - - 419 269
2019 477 35 55 566 - 106 - 16 2 94 19 328 47.66 - 2 1 326 191
2020 397 27 47 470 - 88 - 13 2 94 16 257 46.76 - - - 257 136
2021 327 22 40 389 - 73 - 11 2 94 13 197 44.37 - - - 197 95
2022 274 33 38 345 - 63 - 9 2 95 12 164 35.09 - 17 - 147 64
2023 237 43 37 317 - 56 - 8 2 97 11 143 29.22 - 18 - 125 50
2024 205 49 34 288 - 50 - 7 2 83 10 136 27.85 - 13 - 123 44
2025 172 54 34 260 - 44 - 6 3 85 9 113 23.36 - 29 - 85 28
2026 141 59 33 233 - 38 - 5 2 86 8 94 19.47 - 14 1 79 24
2027 114 51 30 195 - 32 - 4 2 83 7 68 16.79 - - 1 68 19
SUB 6774 692 768 8234 - 1489 - 337 40 1275 287 4805 42.00 - 328 2 4475 3119
REM 257 100 86 443 - 74 - 10 5 282 14 58 7.30 - 12 73 -27 -2
TOT 7032 792 853 8677 - 1563 - 348 45 1557 302 4863 39.70 - 341 75 4448 3117

NET PRESENT VALUE (MM$) - BT PROFITABILITY BT

Discount Rate 0.0% 5.0% 8.0% 10.0% 15.0% 20.0% 25.0%
Rate of Return (%) . . . . . -
FR After Roy & Oper . 4863 3994 3608 3390 2950 2618 2358 Profit Index (undisc). . . . 13.054
Proc & Other Income . - - - - - - - (disc @ 10.0%). 12.025
Capital Costs . . . . 341 290 270 259 239 226 216 Total Payout (years) . . . . 0.79
Abandonment Costs . . 75 32 19 14 7 3 2 Cost of Finding ($/BOE). . . 2.82
Future Net Revenue. . 4448 3673 3319 3117 2704 2389 2141 NPV @ 10% ($/BOE). . . . . . 25.84

These data accompany the report of DeGolyer and MacNaughton and are subject to its specific conditions.

434
 Table 3H
Income Tax Summary - Total Company
Total Proved
Seplat Petroleum Development Company Plc
Effective as of October 31, 2013
Forecast Price Case

Value Navigator 6.1.4.53

Run Date : Jan 27, 14 16:46
Project : 021576

Burdens & Expenses Taxable Capital Deductions

Gross Reserves Revenue Op.Costs, Income Cap.
Sales NDDC Pipe Aband& Before Ded.
Oil Gas NGLs WI Roy. Other Total Burdens Levy Losses Salv. Total Ded. G&G I.A. Annu. Other Avail
Year Mbbl MMcf Mbbl MM$ MM$ MM$ MM$ MM$ MM$ MM$ MM$ MM$ MM$ MM$ MM$ MM$ MM$ MM$
2013 1419 3520 85 175 - - 175 32 2 14 17 64 112 - 1 95 - 97
2014 10526 28733 803 1290 - - 1290 231 8 99 123 461 830 - 3 103 - 106
2015 9439 28588 867 1157 - - 1157 213 4 55 130 402 755 - 1 39 - 40
2016 7771 39165 822 1027 - - 1027 184 3 47 131 365 662 - 0 36 - 36
2017 6216 26315 681 833 - - 833 154 3 23 125 305 528 - - 24 - 24
2018 5007 19969 569 688 - - 688 128 2 19 120 269 419 - - 14 - 14
2019 4033 13881 462 566 - - 566 106 2 16 114 238 328 - - 3 - 3
2020 3296 10477 386 470 - - 470 88 2 13 111 214 257 - - 0 - 0
2021 2662 8387 326 389 - - 389 73 2 11 107 193 197 - - - - -
2022 2184 12625 303 345 - - 345 63 2 9 107 182 164 - 0 1 - 1
2023 1856 15950 286 317 - - 317 56 2 8 107 174 143 - 1 3 - 3
2024 1567 17691 263 288 - - 288 50 2 7 93 152 136 - 0 4 - 5
2025 1292 19203 252 260 - - 260 44 3 6 94 146 113 - 0 6 - 6
2026 1039 20491 243 233 - - 233 38 2 5 94 140 93 - 0 7 - 7
2027 824 17529 215 195 - - 195 32 2 4 90 128 68 - - 6 - 6
SUB 59132 282524 6561 8234 - - 8234 1489 40 337 1564 3431 4803 - 7 341 - 348
REM 1780 32768 591 443 - - 443 74 5 10 370 458 -15 - 0 9 - 9
TOT 60912 315291 7152 8677 - - 8677 1563 45 348 1934 3889 4788 - 7 350 - 357

G&G Investment Allowance Annual Allowance Other Allowance

Initial Add- Depn. Expense Initial Add- Depn. Expense Initial Add- Depn. Expense Initial Add- Depn. Expense
Balance ition Rate Claim Balance ition Rate Claim Balance ition Rate Claim Balance ition Rate Claim
Year MM$ MM$ % MM$ MM$ MM$ % MM$ MM$ MM$ % MM$ MM$ MM$ % MM$
2013 - - - - - 1 100.0 1 303 25 29.0 95 - - - -
2014 - - - - - 3 100.0 3 233 57 35.6 103 - - - -
2015 - - - - - 1 100.0 1 187 15 19.2 39 - - - -
2016 - - - - - 0 100.0 0 163 1 22.0 36 - - - -
2017 - - - - - - - - 128 - 18.8 24 - - - -
2018 - - - - - - - - 104 - 13.7 14 - - - -
2019 - - - - - - - - 90 - 3.5 3 - - - -
2020 - - - - - - - - 87 - 0.3 0 - - - -
2021 - - - - - - - - 87 - - - - - - -
2022 - - - - - 0 100.0 0 87 5 1.0 1 - - - -
2023 - - - - - 1 100.0 1 90 9 2.8 3 - - - -
2024 - - - - - 0 100.0 0 97 7 4.0 4 - - - -
2025 - - - - - 0 100.0 0 99 7 5.2 6 - - - -
2026 - - - - - 0 100.0 0 100 7 6.4 7 - - - -
2027 - - - - - - - - 100 - 5.8 6 - - - -
SUB - - 7 7 133 341 - -
REM - - 0 7 2 9 - -
TOT - - 7 7 135 350 - -

Education Tax Petroleum Production Tax Regime Cash Flow

Cap. Tax Loss Tax Cap. Tax Loss Tax Total
Ded. Carry Ded. Taxable Tax Pay Ded. Carry Ded. Taxable Tax Pay- Other Tax Cum. NPV
Avail. Fwd Used Income Rate -able Avail. Fwd Used Income Rate able Taxes BTCF Payable ATCF ATCF @ 10 %
Year MM$ MM$ MM$ MM$ % MM$ MM$ MM$ MM$ MM$ % MM$ MM$ MM$ MM$ MM$ MM$ MM$
2013 - - - 93 2.0 2 97 88 14 77 65.8 51 2 67 54 13 13 17
2014 - - - 728 2.0 15 106 41 121 592 65.8 389 17 670 421 249 262 232
2015 - - - 743 2.0 15 40 - 96 633 85.0 538 17 728 569 159 421 137
2016 - - - 658 2.0 13 36 - 127 518 85.0 440 27 657 480 176 597 138
2017 - - - 528 2.0 11 24 - 87 431 85.0 366 19 528 396 133 730 94
2018 - - - 419 2.0 8 14 - 63 348 85.0 296 15 419 319 101 830 65
2019 - - - 328 2.0 7 3 - 38 284 85.0 242 10 326 258 68 898 40
2020 - - - 257 2.0 5 0 - 27 225 85.0 191 8 257 204 53 951 28
2021 - - - 197 2.0 4 - - 22 171 85.0 145 7 197 156 41 992 20
2022 - - - 152 2.0 3 1 - 35 114 85.0 97 10 147 110 37 1028 16
2023 - - - 134 2.0 3 3 - 46 85 85.0 72 13 125 88 37 1065 15
2024 - - - 129 2.0 3 5 - 53 73 85.0 62 15 123 80 43 1108 16
2025 - - - 91 2.0 2 6 1 59 31 85.0 26 16 85 44 40 1149 13
2026 - - - 87 2.0 2 7 4 62 23 85.0 20 18 79 39 41 1189 12
2027 - - - 68 2.0 1 6 4 53 14 85.0 12 15 68 28 39 1229 11
SUB - - 4612 2.0 92 348 902 3618 81.4 2947 208 4475 3246 1229 853
REM - - 48 2.0 1 9 46 2 85.0 1 30 -27 32 -60 -9
TOT - - 4660 2.0 93 357 947 3620 81.4 2948 238 4448 3279 1169 844

NET PRESENT VALUE (MM$) - AT

Discount Rate 0.0% 5.0% 8.0% 10.0% 15.0% 20.0%
Before Tax Cash Flow. 4448 3673 3319 3117 2704 2389
Tax Payable . . . . . 3279 2691 2424 2273 1963 1727
After Tax Cash Flow . 1169 982 894 844 741 662

These data accompany the report of DeGolyer and MacNaughton and are subject to its specific conditions.

435
 Table 4A
Summary of Reserves and Net Present Value - Total Company
Total Proved + Probable
Seplat Petroleum Development Company Plc
Effective as of October 31, 2013
Forecast Price Case

Value Navigator 6.1.4.53

Run Date : Jan 27, 14 16:39
Project : 021576
Current
Reserve Avg. Light&Med Oil Heavy Oil Sales Gas NGLs Total BOE NPV
Well Zone Cat. WI % Gross Net Gross Net Gross Net Gross Net Gross Net @ 0% @ 10%
Mbbl Mbbl Mbbl Mbbl MMcf MMcf Mbbl Mbbl Mbbl Mbbl MM$ MM$
Nigeria
OML-04 + 38 + 41
AMUKPE
1)Amukpe Oil
AMUK001L:E1400X E1400 P+PBP 45.0 504 407 - - 612 569 35 28 644 533 28 15
AMUK001S:D5100X D5100 NRA - - - - - - - - - - - - -
AMUK002T:G5400X G5400 NRA - - - - - - - - - - - - -
Total 1)Amukpe Oil 504 407 - - 612 569 35 28 644 533 28 15
2) Amukpe Other Costs
Amukpe Abandonment P+PBP - - - - - - - - - - - -2 0
Amukpe G&A Expense P+PBP - - - - - - - - - - - -217 -97
Amukpe Licence Fee P+PBP - - - - - - - - - - - 0 0
Amukpe Water Disposal P+PBP - - - - - - - - - - - -10 -10
Total 2) Amukpe Other Costs - - - - - - - - - - -230 -107

Total AMUKPE 504 407 - - 612 569 35 28 644 533 -202 -92
INFRASTRUCTURE
Pipeline
Pipeline Cost P+PBN - - - - - - - - - - - -5 -5
Total Pipeline - - - - - - - - - - -5 -5

Total INFRASTRUCTURE - - - - - - - - - - -5 -5
OBEN
C
OBEN-INF:C8500 C8500 PBU 45.0 791 638 - - 150 140 5 4 822 666 45 23
OBEN020S:C8000M C8000 P+PBN 45.0 950 766 - - 181 168 6 5 987 800 79 21
Total C 1742 1404 - - 331 308 10 8 1809 1466 124 44
D
OBEN-HZ:D9000 D9000 P+PBU 45.0 1450 1171 - - 1378 1281 44 35 1731 1427 104 57
OBEN003L:D7000M D7000 NRA - - - - - - - - - - - - -
OBEN003S:D7000M D7000 NRA - - - - - - - - - - - - -
OBEN004S:D7000M D7000 NRA - - - - - - - - - - - - -
OBEN005L:D9000M D9000 P+PBN 45.0 619 500 - - 1469 1366 46 37 918 773 55 33
OBEN005S:D4000M D4000 NRA - - - - - - - - - - - - -
OBEN006S:D7000M D7000 NRA - - - - - - - - - - - - -
OBEN007S:D7000M D7000 NRA - - - - - - - - - - - - -
OBEN008S:D7000M D7000 NRA - - - - - - - - - - - - -
OBEN009S:D7000M D7000 NRA - - - - - - - - - - - - -
OBEN010L:D7000M D7000 NRA - - - - - - - - - - - - -
OBEN010S:D4000M D4000 NRA - - - - - - - - - - - - -
OBEN011L:D7000M D7000 P+PBN 45.0 699 565 - - 465 432 15 12 793 651 56 34
OBEN011L:D7002M D7000 NRA - - - - - - - - - - - - -
OBEN011S:D7000M D7000 P+PBN 45.0 394 318 - - 308 287 10 8 456 375 30 19
OBEN011S:D7001M D7000 NRA - - - - - - - - - - - - -
OBEN020L:D7000M D7000 NRA - - - - - - - - - - - - -
OBEN020S:D7000M D7000 NRA - - - - - - - - - - - - -
OBEN020T:D7000M D7000 P+PBN 45.0 1079 872 - - 1538 1430 49 39 1393 1158 79 49
OBEN023S:D7000M D7000 NRA - - - - - - - - - - - - -
OBEN024L:D7000M D7000 P+PBN 45.0 973 786 - - 740 688 23 19 1124 924 66 40
OBEN024S:D7000M D7000 NRA - - - - - - - - - - - - -
OBEN025L:D4000M D4000 NRA - - - - - - - - - - - - -
OBEN025L:D7000M D7000 NRA - - - - - - - - - - - - -
OBEN025S:D4000M D4000 NRA - - - - - - - - - - - - -
OBEN029S:D4000M D4000 P+PBN 45.0 255 207 - - 485 451 15 12 354 297 19 15
OBEN032S:D4000M D4000 P+PBN 45.0 99 80 - - 281 261 9 7 156 132 3 3
Total D 5567 4499 - - 6663 6197 210 170 6926 5737 412 250

These data accompany the report of DeGolyer and MacNaughton and are subject to its specific conditions.

436
 Table 4A
Summary of Reserves and Net Present Value - Total Company
Total Proved + Probable
Seplat Petroleum Development Company Plc
Effective as of October 31, 2013
Forecast Price Case

Value Navigator 6.1.4.53

Run Date : Jan 27, 14 16:39
Project : 021576
Current
Reserve Avg. Light&Med Oil Heavy Oil Sales Gas NGLs Total BOE NPV
Well Zone Cat. WI % Gross Net Gross Net Gross Net Gross Net Gross Net @ 0% @ 10%
Mbbl Mbbl Mbbl Mbbl MMcf MMcf Mbbl Mbbl Mbbl Mbbl MM$ MM$
E
OBEN-INF2:E4000 E4000 P+PBU 45.0 1127 909 - - 1605 1493 51 41 1454 1208 79 38
OBEN-INF:E2000 E2000 PBU 45.0 839 677 - - 797 741 25 20 1001 825 51 27
OBEN-INF:E4000 E4000 P+PBU 45.0 1123 908 - - 1601 1488 51 41 1450 1205 76 41
OBEN004L:E3000M E3000 NRA - - - - - - - - - - - - -
OBEN005L:E1500M E1500 P+PBN 45.0 407 330 - - 1413 1314 45 36 696 592 36 26
OBEN005L:E3000M E3000 P+PBN 45.0 753 609 - - 1965 1828 62 50 1154 974 69 39
OBEN006L:E3000M E3000 NRA - - - - - - - - - - - - -
OBEN007L:E3000M E3000 NRA - - - - - - - - - - - - -
OBEN008L:E3000M E3000 P+PBN 45.0 514 416 - - 281 261 9 7 571 468 30 20
OBEN009L:E3000M E3000 NRA - - - - - - - - - - - - -
OBEN011L:E3000M E3000 P+PBN 45.0 668 540 - - 444 413 14 11 759 622 54 32
OBEN022T:E4000M E4000 P+PBN 45.0 431 348 - - 962 895 30 25 627 527 26 18
OBEN023L:E3000M E3000 NRA - - - - - - - - - - - - -
OBEN029L:E4000M E4000 P+PBN 45.0 386 312 - - 1834 1706 58 47 760 653 34 21
OBEN032L:E3000M E3000 NRA - - - - - - - - - - - - -
Water Injector - E4 E4000 PBU - - - - - - - - - - - -10 -8
Total E 6249 5048 - - 10902 10139 344 278 8473 7074 445 254
F
OBEN-INF1:F7800 F7800 P+PBU 45.0 1250 1010 - - 1782 1657 56 45 1614 1342 90 58
OBEN-INF:F3000 F3000 PBU 45.0 529 427 - - 503 468 16 13 632 520 27 15
OBEN003L:F1500M F1500 NRA - - - - - - - - - - - - -
OBEN012S:F7800 F7800 P+PBU 45.0 600 485 - - 237 220 7 6 648 529 35 22
OBEN014S:F7800 F7800 P+PBU 45.0 432 349 - - 472 439 15 12 528 437 23 15
OBEN015S:F7800C F7800 P+PBU 45.0 1222 987 - - 689 641 22 18 1362 1115 105 57
OBEN017S:F7800 F7800 NRA - - - - - - - - - - - - -
OBEN018S:F7800 F7800 NRA - - - - - - - - - - - - -
OBEN019S:F7800 F7800 NRA - - - - - - - - - - - - -
OBEN020L:F1500M F1500 NRA - - - - - - - - - - - - -
OBEN024L:F1500M F1500 NRA - - - - - - - - - - - - -
OBEN031S:F7800 F7800 NRA - - - - - - - - - - - - -
OBEN031S:F7800M F7800 P+PBU 45.0 639 516 - - 911 847 29 23 825 686 56 30
Water Injectors - F78 F7800 PBU - - - - - - - - - - - -20 -19
Total F 4673 3775 - - 4593 4272 145 117 5610 4629 317 179
G
OBEN-INF:G1000 G1000 P+PBU 45.0 1110 896 - - 1582 1472 50 40 1433 1190 78 39
OBEN-INF:G2000 G2000 PBU 45.0 798 645 - - 1137 1058 36 29 1030 856 48 28
OBEN-INF:G3000 G3000 P+PBU 45.0 932 753 - - 1329 1236 42 34 1203 1000 60 35
OBEN-INF:G3500 G3500 P+PBU 45.0 1111 898 - - 1584 1473 50 40 1434 1193 74 44
OBEN-INF:G4300 G4300 P+PBU 45.0 438 354 - - 624 580 20 16 565 470 18 11
OBEN-INF:G4500 G4500 P+PBU 45.0 527 427 - - 601 559 19 15 650 538 26 17
OBEN-INF:G4700 G4700 PBU 45.0 797 644 - - 909 845 29 23 983 813 47 27
OBEN005L:G8800N G8800 NRA - - - - - - - - - - - - -
OBEN012L:G5000A G5000 NRA - - - - - - - - - - - - -
OBEN012S:G4000B G4000 NRA - - - - - - - - - - - - -
OBEN014L:G1000I G1000 NRA - - - - - - - - - - - - -
OBEN014L:G4000B G4000 NRA - - - - - - - - - - - - -
OBEN015L:G4000B G4000 NRA - - - - - - - - - - - - -
OBEN015L:G4500A G4500 P+PBN 45.0 411 332 - - 468 436 15 12 506 419 33 22
OBEN017L:G3500A G3500 NRA - - - - - - - - - - - - -
OBEN017L:G4000B G4000 NRA - - - - - - - - - - - - -
OBEN018L:G4000B G4000 NRA - - - - - - - - - - - - -
OBEN019L:G4500A G4500 NRA - - - - - - - - - - - - -
OBEN019L:G5000A G5000 NRA - - - - - - - - - - - - -
OBEN019S:G4000B G4000 NRA - - - - - - - - - - - - -
OBEN019S:G4000M G4000 NRA - - - - - - - - - - - - -
OBEN030L:G4300A G4300 NRA - - - - - - - - - - - - -
OBEN030S:G1000G G1000 NRA - - - - - - - - - - - - -
OBEN031L:G4500A G4500 P+PBN 45.0 851 689 - - 364 339 11 9 926 757 59 43
OBEN031L:G4500M G4500 NRA - - - - - - - - - - - - -
OBEN031L:G5000A G5000 P+PBN 45.0 1259 1017 - - 359 334 11 9 1332 1084 108 60
OBEN031S:G4000B G4000 P+PBN 45.0 139 113 - - 380 353 12 10 217 183 11 8
OBEN036T:G3000 G3000 P+PBN 45.0 1502 1214 - - 300 279 9 8 1563 1270 109 69
Total G 9877 7981 - - 9637 8962 304 246 11842 9772 670 402

These data accompany the report of DeGolyer and MacNaughton and are subject to its specific conditions.

437
 Table 4A
Summary of Reserves and Net Present Value - Total Company
Total Proved + Probable
Seplat Petroleum Development Company Plc
Effective as of October 31, 2013
Forecast Price Case

Value Navigator 6.1.4.53

Run Date : Jan 27, 14 16:39
Project : 021576
Current
Reserve Avg. Light&Med Oil Heavy Oil Sales Gas NGLs Total BOE NPV
Well Zone Cat. WI % Gross Net Gross Net Gross Net Gross Net Gross Net @ 0% @ 10%
Mbbl Mbbl Mbbl Mbbl MMcf MMcf Mbbl Mbbl Mbbl Mbbl MM$ MM$
H
OBEN016L:H5000A H5000 NRA - - - - - - - - - - - - -
OBEN016S:H2000A H2000 NRA - - - - - - - - - - - - -
Total H - - - - - - - - - - - -
OBEN - Gas
Gas Plant Expansion P+PBU - - - - - - - - - - - -26 -21
OBEN - NonAssociated P+PBU 45.0 - - - - 381397 354699 1573 1269 67331 62424 564 245
Total OBEN - Gas - - - - 381397 354699 1573 1269 67331 62424 538 224
Oben Other Costs
Oben Abandonment P+PBU - - - - - - - - - - - -40 -5
Oben G&A Expense P+PBP - - - - - - - - - - - -224 -86
Oben Licence Fee P+PBP - - - - - - - - - - - -1 0
Total Oben Other Costs - - - - - - - - - - -264 -91

Total OBEN 28107 22707 - - 413522 384576 2587 2089 101991 91102 2241 1262
OKOPORO AND UBALEME
C
OKOP03:C3000 C3000 PBU 45.0 438 354 - - 60 56 - - 448 364 27 18
OKOP03:C4000 C4000 PBU 45.0 426 345 - - 59 55 - - 436 354 26 18
Total C 864 699 - - 119 111 - - 884 718 53 37
D
UDP-1:D1000 D1000 PBU 45.0 240 194 - - 33 31 - - 246 199 -2 -4
Total D 240 194 - - 33 31 - - 246 199 -2 -4
Okoporo and Ubaleme Abandonment
Okoporo and Ubaleme A PBU - - - - - - - - - - - -1 0
Total Okoporo and Ubaleme Abandonment - - - - - - - - - - -1 0
Okoporo and Ubaleme Licence Fee
Okoporo and Ubaleme L P+PBP - - - - - - - - - - - 0 0
Total Okoporo and Ubaleme Licence Fee - - - - - - - - - - 0 0

Total OKOPORO AND UBALEME 1104 893 - - 152 142 - - 1130 917 49 32
OKPORHURU
1) Okporhuru Oil
OKRU-08(Stg1-U1.5) U1500 PBU 45.0 754 609 - - 159 148 7 6 788 640 53 32
OKRU-08(Stg2-U3.1) U3100 PBU 45.0 1418 1145 - - 299 278 13 10 1482 1204 110 66
OKRU-09(Stg1-U3.5) U3500 PBU 45.0 892 720 - - 188 175 8 7 932 756 66 36
OKRU-09(Stg2-V7s) V70-71-7200 PBU 45.0 642 518 - - 1299 1208 56 46 922 772 52 29
OKRU-10(Stg2-V6) V6000 PBU 45.0 488 393 - - 897 834 39 31 681 569 37 20
OKRU-10:U1.8 U1800 P+PBU 45.0 940 758 - - 198 184 9 7 982 797 72 37
OKRU001L:V2000 V2000 P+PBN 45.0 1500 1212 - - 1622 1508 71 57 1851 1529 131 75
OKRU001S:U5000 U5000 P+PBP 45.0 2196 1774 - - 387 360 17 14 2279 1849 186 103
OKRU004L:V1000 V1000 P+PBN 45.0 1181 955 - - 1556 1447 68 55 1517 1259 100 66
OKRU004S:U5000 U5000 P+PBP 45.0 2517 2036 - - 706 657 31 25 2670 2174 206 140
OKRU005L:U8000 U8000 P+PBP 45.0 1004 812 - - 500 465 22 18 1112 909 78 45
OKRU005S:U7000 U7000 P+PBP 45.0 1647 1331 - - 376 349 16 13 1728 1404 129 79
OKRU006L:V4000 V4000 P+PBN 45.0 614 497 - - 314 292 14 11 682 559 45 35
OKRU006S:U3000 U3000 P+PBN 45.0 772 624 - - 50 46 2 2 783 634 55 38
Total 1) Okporhuru Oil 16564 13384 - - 8549 7951 372 300 18410 15055 1319 799
2) Okporhuru Gas
OKRU-06(Stg1-U4) U4000 P+PBU 45.0 1443 1167 - - 5309 4937 231 187 2589 2205 141 98
OKRU-07(Stg1-V7.31) V7310 P+PBU 45.0 - - - - 3599 3347 454 367 1074 944 38 25
OKRU-07(Stg2-V7.32) V7320 P+PBU 45.0 - - - - 2169 2017 144 116 518 464 9 5
OKRU-10:U9 U9000 P+PBU 45.0 - - - - 2776 2582 - - 479 445 1 0
Total 2) Okporhuru Gas 1443 1167 - - 13853 12884 828 670 4660 4058 188 128
3) Existing Wells
Okporhuru-1 NRA - - - - - - - - - - - - -
Okporhuru-2 NRA - - - - - - - - - - - - -
Okporhuru-3 NRA - - - - - - - - - - - - -
Total 3) Existing Wells - - - - - - - - - - - -

These data accompany the report of DeGolyer and MacNaughton and are subject to its specific conditions.

438
 Table 4A
Summary of Reserves and Net Present Value - Total Company
Total Proved + Probable
Seplat Petroleum Development Company Plc
Effective as of October 31, 2013
Forecast Price Case

Value Navigator 6.1.4.53

Run Date : Jan 27, 14 16:39
Project : 021576
Current
Reserve Avg. Light&Med Oil Heavy Oil Sales Gas NGLs Total BOE NPV
Well Zone Cat. WI % Gross Net Gross Net Gross Net Gross Net Gross Net @ 0% @ 10%
Mbbl Mbbl Mbbl Mbbl MMcf MMcf Mbbl Mbbl Mbbl Mbbl MM$ MM$
4) OKRU Other Costs
Okporhuru Abandonment P+PBU - - - - - - - - - - - -7 -1
Okporhuru License Fee P+PBU - - - - - - - - - - - 0 0
OKRU Field Developmen P+PBU - - - - - - - - - - - -6 -5
Total 4) OKRU Other Costs - - - - - - - - - - -13 -6

Total OKPORHURU 18007 14551 - - 22403 20834 1200 970 23069 19113 1494 921
OVHOR
H
OVHO001S:H1000N H1000 NRA - - - - - - - - - - - - -
OVHO001S:H6000N H6000 P+PBN 45.0 528 428 - - 37 34 4 3 538 438 40 34
OVHO002S:H5000N H5000 P+PBN 45.0 3588 2900 - - 1163 1082 126 102 3915 3189 319 190
OVHO003L:H3000N H3000 P+PBN 45.0 242 196 - - 222 207 6 5 286 236 18 13
OVHO003S:H1100N H1100 P+PBN 45.0 375 304 - - 120 111 4 3 400 327 28 23
OVHO006T:H5000N H5000 NRA - - - - - - - - - - - - -
OVHO009L:H4000N H4000 P+PBN 45.0 1275 1032 - - 164 153 4 4 1307 1062 101 73
OVHO009S:H1200N H1200 P+PBN 45.0 200 162 - - 221 206 8 7 247 204 15 11
OVHO010S:H1000N H1000 NRA - - - - - - - - - - - - -
OVHO011L:H5000N H5000 P+PBN 45.0 1072 866 - - 169 157 18 15 1120 908 89 51
OVHO011S:H3000N H3000 P+PBN 45.0 133 108 - - 45 42 1 1 143 116 9 6
OVHO013L:H5000N H5000 P+PBN 45.0 2116 1710 - - 292 272 32 26 2198 1783 180 109
OVHO013S:H1200N H1200 P+PBN 45.0 1676 1356 - - 617 574 23 19 1806 1474 138 93
OVHO014S:H6000N H6000 P+PBN 45.0 274 222 - - 226 210 25 20 337 278 22 19
Total H 11479 9286 - - 3275 3046 253 204 12296 10015 958 622
I
OVHO001L:I3000N I3000 P+PBN 45.0 1335 1081 - - 80 75 13 10 1362 1104 108 77
OVHO002L:I3000N I3000 P+PBN 45.0 636 516 - - 318 295 50 41 741 608 52 45
OVHO002S:I3000N I3000 P+PBN 45.0 641 520 - - 265 247 42 34 729 597 52 44
OVHO005S:I1000N I1000 P+PBN 45.0 708 572 - - 115 107 12 10 739 601 56 38
OVHO006T:I2000N I2000 P+PBN 45.0 440 356 - - 101 94 16 13 474 385 27 20
OVHO007T:I1000N I1000 P+PBN 45.0 6116 4947 - - 293 272 30 24 6196 5019 500 328
OVHO008T:I2000N I2000 P+PBN 45.0 2497 2021 - - 62 58 10 8 2518 2039 191 132
OVHO009S:I1200N I1200 NRA - - - - - - - - - - - - -
OVHO012T:I1000N I1000 P+PBN 45.0 3137 2537 - - 496 461 51 41 3273 2658 249 165
OVHO014L:I2000N I2000 P+PBN 45.0 1602 1296 - - 770 716 121 98 1857 1518 141 94
Total I 17112 13848 - - 2501 2326 345 279 17889 14528 1375 942
J
OVHO001L:J1000N J1000 NRA - - - - - - - - - - - - -
OVHO005L:J1000N J1000 P+PBN 45.0 500 405 - - 208 194 7 6 543 444 38 29
OVHO010L:J2000N J2000 P+PBN 45.0 377 305 - - 249 232 8 7 428 352 29 22
OVHO015X:J1000X New D J1000 P+PBU 45.0 367 297 - - 203 188 7 5 409 335 12 7
OVHO016X:J1000X New D J1000 P+PBU 45.0 188 152 - - 113 105 3 3 211 173 9 6
OVHO016X:J2000X New D J1000 P+PBU 45.0 447 361 - - 268 249 8 7 501 411 30 20
OVHO017X:J1000X New D J1000 P+PBU 45.0 188 152 - - 113 105 3 3 211 173 9 6
OVHO017X:J2000X New D J1000 P+PBU 45.0 447 361 - - 268 249 8 7 501 411 30 20
Total J 2514 2034 - - 1422 1322 44 36 2803 2298 155 110
Ovhor Other Costs
Ovhor Abandonment P+PBU - - - - - - - - - - - -11 -1
Ovhor License Fee P+PBP - - - - - - - - - - - 0 0
Total Ovhor Other Costs - - - - - - - - - - -12 -2

Total OVHOR 31104 25168 - - 7199 6695 642 520 32987 26841 2477 1672

These data accompany the report of DeGolyer and MacNaughton and are subject to its specific conditions.

439
 Table 4A
Summary of Reserves and Net Present Value - Total Company
Total Proved + Probable
Seplat Petroleum Development Company Plc
Effective as of October 31, 2013
Forecast Price Case

Value Navigator 6.1.4.53

Run Date : Jan 27, 14 16:39
Project : 021576
Current
Reserve Avg. Light&Med Oil Heavy Oil Sales Gas NGLs Total BOE NPV
Well Zone Cat. WI % Gross Net Gross Net Gross Net Gross Net Gross Net @ 0% @ 10%
Mbbl Mbbl Mbbl Mbbl MMcf MMcf Mbbl Mbbl Mbbl Mbbl MM$ MM$
SAPELE
1) Sapele Shallow Oil
SAPL NEW-1 B3500X B3500 PBU 45.0 - - 1092 882 27 25 1 1 1098 887 69 33
SAPL NEW-1 B7400X B3500 P+PBU 45.0 - - 837 677 21 19 1 1 842 681 45 25
SAPL NEW-1 C3000X B3500 P+PBU 45.0 - - 99 80 6 6 - - 100 81 -2 -2
SAPL NEW-1 C5000X B3500 PBU 45.0 - - 97 79 6 6 - - 99 80 -2 -2
SAPL NEW-2 B3500X B3500 PBU 45.0 - - 794 641 20 18 1 1 798 644 43 19
SAPL011T:C5000X C5000 P+PBN 45.0 - - 412 333 1482 1378 64 52 732 623 28 18
SAPL021L:B7400X B7400 P+PBN 45.0 - - 33 27 575 534 25 20 157 139 4 4
SAPL021S:B3500X B3500 P+PBN 45.0 - - 221 179 531 494 23 19 336 283 16 11
SAPL023T:B3500X B3500 P+PBN 45.0 - - 107 87 760 707 33 27 271 235 7 6
SAPL024T:C3000X C3000 P+PBN 45.0 - - 962 778 1156 1075 50 41 1212 1004 71 48
Water Injector 1 - B3 B3500 PBU - - - - - - - - - - - - -
Water Injector 1 - B7 B3500 PBU - - - - - - - - - - - - -
Water Injector 1 - C3 B3500 PBU - - - - - - - - - - - - -
Water Injector 1 - C5 B3500 PBU - - - - - - - - - - - - -
Water Injector 2 - B3 B3500 PBU - - - - - - - - - - - - -
Total 1) Sapele Shallow Oil - - 4654 3761 4584 4263 199 161 5644 4658 279 160
2) Sapele Deep Oil
SAPL001S:G2000X G2000 PBN 45.0 370 298 - - 170 158 7 6 406 331 23 10
SAPL001V:G3000X G3000 P+PBN 45.0 955 772 - - 2977 2769 129 105 1598 1354 95 54
SAPL002L:G3000X G3000 P+PBN 45.0 856 692 - - 1925 1790 84 68 1271 1068 76 45
SAPL002S:G2000X G2000 P+PBN 45.0 1054 852 - - 480 446 21 17 1157 945 85 49
SAPL006L:G5600X G5600 P+PBN 45.0 767 620 - - 1727 1607 75 61 1140 958 67 43
SAPL006S:G2000X G2000 P+PBN 45.0 729 589 - - 1676 1559 73 59 1090 917 63 41
SAPL009L:G3000X G3000 P+PBN 45.0 139 112 - - 353 328 15 12 215 181 9 7
SAPL009S:G2000X G2000 P+PBN 45.0 546 441 - - 994 925 43 35 760 636 44 29
SAPL010L:G4000X G4000 P+PBN 45.0 553 447 - - 5948 5532 259 209 1837 1610 64 39
SAPL012L:G3000X G3000 P+PBN 45.0 719 581 - - 866 806 38 30 906 750 58 35
SAPL012S:G2000X G2000 P+PBN 45.0 500 404 - - 2405 2237 105 85 1019 874 49 30
SAPL013L:G3000X G3000 P+PBN 45.0 770 623 - - 2118 1970 92 74 1227 1037 61 41
SAPL026L:G6100X G6100 PBN 45.0 222 179 - - 408 380 18 14 310 259 8 4
Total 2) Sapele Deep Oil 8178 6610 - - 22048 20505 959 775 12938 10920 701 427
3) Sapele Gas
SAPL017: G400XX G4000 P+PBN 45.0 - - - - 46615 43352 2027 1635 10064 9109 304 114
SAPL017T:G6000X G6000 P+PBN 45.0 - - - - 7564 7034 329 266 1633 1479 36 26
SAPL018: H3500XX H3500 P+PBN 45.0 - - - - 1116 1038 49 39 241 218 -2 -2
SAPL018T:H5000X H5000 P+PBN 45.0 - - - - 3622 3368 157 127 782 708 15 11
SAPL019: H1500XX H1500 P+PBN 45.0 - - - - 4347 4042 189 153 938 850 17 10
SAPL019: H6000XX H6000 P+PBN 45.0 - - - - 2479 2306 108 87 535 485 8 4
SAPL019: H7000XX H7000 P+PBN 45.0 - - - - 2548 2370 111 89 550 498 8 4
SAPL019T:H8000X H8000 P+PBN 45.0 - - - - 16616 15452 722 583 3587 3247 95 49
SAPL020: H2000XX H2000 P+PBN 45.0 - - - - 6586 6125 286 231 1422 1287 27 16
SAPL020T:H1000X H1000 P+PBN 45.0 - - - - 11458 10656 498 402 2474 2240 57 32
Total 3) Sapele Gas - - - - 102949 95743 4476 3613 22226 20121 565 263
4) Sapele NRA
SAPL001L:G5400X G5400 NRA - - - - - - - - - - - - -
SAPL004S:G2000X G2000 NRA - - - - - - - - - - - - -
SAPL005L:G3000X G3000 NRA - - - - - - - - - - - - -
SAPL005S:G2000X G2000 NRA - - - - - - - - - - - - -
SAPL010S:G2000X G2000 NRA - - - - - - - - - - - - -
SAPL013S:G2000X G2000 NRA - - - - - - - - - - - - -
SAPL015T:B4100X B4100 NRA - - - - - - - - - - - - -
Total 4) Sapele NRA - - - - - - - - - - - -
5) Sapele Other Costs
Sapele Abandonment P+PBU - - - - - - - - - - - -23 -3
Sapele Compressors P+PBU - - - - - - - - - - - -14 -12
Sapele G&A Expense P+PBP - - - - - - - - - - - -541 -207
Sapele Integrity Upgr P+PBU - - - - - - - - - - - -4 -4
Sapele License Fee P+PBU - - - - - - - - - - - 0 0
Total 5) Sapele Other Costs - - - - - - - - - - -583 -227

Total SAPELE 8178 6610 4654 3761 129581 120510 5634 4549 40808 35698 962 623

Total OML-04 + 38 + 41 87003 70335 4654 3761 573469 533326 10098 8156 200629 174205 7017 4414

These data accompany the report of DeGolyer and MacNaughton and are subject to its specific conditions.

440
 Table 4A
Summary of Reserves and Net Present Value - Total Company
Total Proved + Probable
Seplat Petroleum Development Company Plc
Effective as of October 31, 2013
Forecast Price Case

Value Navigator 6.1.4.53

Run Date : Jan 27, 14 16:39
Project : 021576
Current
Reserve Avg. Light&Med Oil Heavy Oil Sales Gas NGLs Total BOE NPV
Well Zone Cat. WI % Gross Net Gross Net Gross Net Gross Net Gross Net @ 0% @ 10%
Mbbl Mbbl Mbbl Mbbl MMcf MMcf Mbbl Mbbl Mbbl Mbbl MM$ MM$

Total Nigeria 87003 70335 4654 3761 573469 533326 10098 8156 200629 174205 7017 4414

Total Company 87003 70335 4654 3761 573469 533326 10098 8156 200629 174205 7017 4414

These data accompany the report of DeGolyer and MacNaughton and are subject to its specific conditions.

441
 Table 4B
Summary of Production and Future Net Revenue - Total Company Light Oil
Total Proved + Probable
Seplat Petroleum Development Company Plc
Effective as of October 31, 2013
Forecast Price Case

Value Navigator 6.1.4.53

Run Date : Jan 27, 14 16:41
Project : 021576

RESERVES AND PRODUCTION FORECAST

Light Oil
Mbbl
# of Price Pool Company Share
Year Wells $/bbl bbl/d Vol Gross Net
2013 54 113.10 51367 3133 1410 1151
2014 83 108.94 68121 24864 11189 9130
2015 91 106.77 67473 24628 11082 8977
2016 92 108.91 61131 22374 10068 8155
2017 94 111.73 52356 19110 8599 6931
2018 94 114.70 44663 16302 7336 5913
2019 94 118.16 37520 13695 6163 4967
2020 92 120.53 31365 11480 5166 4164
2021 90 122.93 26371 9626 4332 3491
2022 86 125.39 22191 8100 3645 2938
2023 81 127.90 19197 7007 3153 2541
2024 79 130.46 16584 6070 2731 2202
2025 74 133.07 14085 5141 2313 1865
2026 71 135.73 11881 4337 1951 1573
2027 66 138.44 10196 3722 1675 1350
SUB 179587 80814 65347
REM 13754 6189 4988
TOT 193340 87003 70335

COMPANY SHARE FUTURE NET REVENUE

Working Interest Royalty FR After Future
Future Revenue (FR) Revenue Royalties Operating Costs Roy. & Proc & Net Revenue
Oper. Net Other Capital Aband
Oil Total Total Fixed Var Costs Back Income Costs Costs Undisc 10.0%
Year MM$ MM$ MM$ MM$ % MM$ MM$ $/bbl MM$ $/bbl MM$ MM$ MM$ MM$ MM$
2013 160 160 - 43 27.1 10 6 10.73 101 71.72 - 18 - 83 82
2014 1219 1219 - 331 27.1 69 45 10.18 774 69.19 - 170 - 605 565
2015 1183 1183 - 290 24.5 81 45 11.39 767 69.23 - 73 - 694 594
2016 1097 1097 - 267 24.3 89 42 13.00 699 69.42 - 4 - 695 540
2017 961 961 - 219 22.7 91 36 14.84 615 71.47 - 16 - 599 423
2018 842 842 - 191 22.7 94 32 17.06 525 71.58 - - - 525 337
2019 728 728 - 166 22.8 95 27 19.87 440 71.40 - 2 1 438 256
2020 623 623 - 142 22.8 96 23 23.05 362 69.99 - - - 362 192
2021 533 533 - 122 22.9 97 20 26.99 294 67.83 - - - 294 142
2022 457 457 - 105 22.9 97 17 31.27 238 65.37 - - - 238 105
2023 403 403 - 93 23.0 97 15 35.55 198 62.92 - 5 - 193 77
2024 356 356 - 82 23.0 97 14 40.51 164 59.89 - - - 164 59
2025 308 308 - 71 23.1 97 12 47.18 128 55.14 - - 1 126 42
2026 265 265 - 61 23.2 96 10 54.30 98 49.99 - - - 98 29
2027 232 232 - 54 23.2 97 9 63.01 73 43.26 - - - 73 20
SUB 9365 9365 - 2236 23.9 1302 353 20.48 5474 67.74 - 287 2 5185 3461
REM 917 917 - 215 23.5 634 35 108.04 33 5.31 - - 89 -56 3
TOT 10282 10282 - 2451 23.8 1936 388 26.70 5507 63.30 - 287 91 5129 3464

NET PRESENT VALUE (MM$) - BT

Discount Rate 0.0% 5.0% 8.0% 10.0% 15.0% 20.0% 25.0%
FR After Roy & Oper . 5507 4464 3997 3733 3203 2805 2497
Proc & Other Income . - - - - - - -
Capital Costs . . . . 287 271 263 258 246 236 227
Abandonment Costs . . 91 32 17 12 5 2 1
Future Net Revenue. . 5129 4161 3717 3464 2952 2567 2269

These data accompany the report of DeGolyer and MacNaughton and are subject to its specific conditions.

442
 Table 4C
Summary of Production and Future Net Revenue - Total Company Heavy Oil
Total Proved + Probable
Seplat Petroleum Development Company Plc
Effective as of October 31, 2013
Forecast Price Case

Value Navigator 6.1.4.53

Run Date : Jan 27, 14 16:42
Project : 021576

RESERVES AND PRODUCTION FORECAST

Heavy Oil
Mbbl
# of Price Pool Company Share
Year Wells $/bbl bbl/d Vol Gross Net
2013 5 113.30 1602 98 44 36
2014 9 109.10 3459 1263 568 464
2015 10 106.91 3896 1422 640 518
2016 10 109.06 2652 971 437 354
2017 7 111.88 2190 799 360 290
2018 7 114.86 1956 714 321 259
2019 7 118.32 1737 634 285 230
2020 7 120.69 1486 544 245 197
2021 6 123.10 1338 488 220 177
2022 6 125.56 1193 435 196 158
2023 6 128.07 1088 397 179 144
2024 6 130.62 980 359 161 130
2025 6 133.24 867 316 142 115
2026 5 135.90 779 284 128 103
2027 5 138.62 714 261 117 95
SUB 8985 4043 3269
REM 1357 611 492
TOT 10342 4654 3761

COMPANY SHARE FUTURE NET REVENUE

Working Interest Royalty FR After Future
Future Revenue (FR) Revenue Royalties Operating Costs Roy. & Proc & Net Revenue
Oper. Net Other Capital Aband
Oil Total Total Fixed Var Costs Back Income Costs Costs Undisc 10.0%
Year MM$ MM$ MM$ MM$ % MM$ MM$ $/bbl MM$ $/bbl MM$ MM$ MM$ MM$ MM$
2013 5 5 - 1 27.9 1 0 16.94 3 64.69 - - - 3 3
2014 62 62 - 18 29.1 6 2 13.82 36 63.58 - 36 - 0 -1
2015 68 68 - 17 24.7 8 3 16.30 41 64.21 - - - 41 35
2016 48 48 - 12 24.9 7 2 20.70 27 61.24 - - - 27 21
2017 40 40 - 9 23.1 6 2 20.54 24 65.51 - - - 24 17
2018 37 37 - 9 23.1 6 1 22.92 21 65.36 - - - 21 14
2019 34 34 - 8 23.2 6 1 25.75 19 65.13 - - - 19 11
2020 30 30 - 7 23.2 6 1 26.91 16 65.79 - - - 16 9
2021 27 27 - 6 23.2 5 1 28.93 14 65.60 - - - 14 7
2022 25 25 - 6 23.3 5 1 32.52 13 63.81 - - - 13 6
2023 23 23 - 5 23.3 6 1 35.90 11 62.28 - - - 11 4
2024 21 21 - 5 23.4 6 1 40.01 10 60.02 - - - 10 4
2025 19 19 - 5 23.5 6 1 43.40 8 58.57 - - - 8 3
2026 17 17 - 4 23.5 5 1 46.94 7 57.00 - - - 7 2
2027 16 16 - 4 23.6 6 1 51.75 6 54.16 - - - 6 2
SUB 472 472 - 115 24.4 82 18 24.88 256 63.26 - 36 - 219 135
REM 92 92 - 22 23.7 36 3 64.01 31 50.46 - - - 31 6
TOT 563 563 - 137 24.3 118 22 30.02 287 61.58 - 36 - 250 141

NET PRESENT VALUE (MM$) - BT

Discount Rate 0.0% 5.0% 8.0% 10.0% 15.0% 20.0% 25.0%
FR After Roy & Oper . 287 217 190 175 147 127 113
Proc & Other Income . - - - - - - -
Capital Costs . . . . 36 35 35 34 34 33 32
Abandonment Costs . . - - - - - - -
Future Net Revenue. . 250 182 155 141 113 94 81

These data accompany the report of DeGolyer and MacNaughton and are subject to its specific conditions.

443
 Table 4D
Summary of Production and Future Net Revenue - Total Company Non-Associated Sales Gas
Total Proved + Probable
Seplat Petroleum Development Company Plc
Effective as of October 31, 2013
Forecast Price Case

Value Navigator 6.1.4.53

Run Date : Jan 27, 14 16:42
Project : 021576

RESERVES AND PRODUCTION FORECAST

Non-Associated Sales Gas
MMcf
# of Price Pool Company Share
Year Wells $/Mcf Mcf/d Vol Gross Net
2013 8 1.50 92075 5617 2527 2351
2014 19 1.95 120288 43905 19757 18374
2015 23 1.96 117504 42889 19300 17949
2016 26 2.32 185891 68036 30616 28473
2017 27 2.37 193603 70665 31799 29573
2018 27 2.43 199758 72912 32810 30513
2019 27 2.48 205655 75064 33779 31414
2020 26 2.53 211135 77276 34774 32340
2021 26 2.59 215440 78636 35386 32909
2022 27 2.64 218836 79875 35944 33428
2023 28 2.70 222169 81092 36491 33937
2024 28 2.76 223740 81889 36850 34270
2025 28 2.82 226235 82576 37159 34558
2026 29 2.87 228403 83367 37515 34889
2027 28 2.93 144376 52697 23714 22054
SUB 996495 448423 417033
REM 110614 49776 46292
TOT 1107109 498199 463325

COMPANY SHARE FUTURE NET REVENUE

Working Interest Royalty FR After Future
Future Revenue (FR) Revenue Royalties Operating Costs Roy. & Proc & Net Revenue
Oper. Net Other Capital Aband
Gas Total Total Fixed Var Costs Back Income Costs Costs Undisc 10.0%
Year MM$ MM$ MM$ MM$ % MM$ MM$ $/Mcf MM$ $/Mcf MM$ MM$ MM$ MM$ MM$
2013 4 4 - 2 40.4 1 0 0.39 1 0.50 - 26 - -25 -25
2014 39 39 - 10 26.6 9 3 0.62 16 0.81 - 63 - -47 -45
2015 38 38 - 8 21.5 13 3 0.81 14 0.73 - 35 - -21 -18
2016 71 71 - 10 14.2 15 4 0.64 41 1.35 - 11 - 31 24
2017 75 75 - 9 11.6 17 4 0.67 45 1.43 - 10 - 36 25
2018 80 80 - 9 11.4 17 5 0.67 49 1.49 - 9 - 39 26
2019 84 84 - 9 10.9 17 5 0.64 53 1.57 - 10 - 44 25
2020 88 88 - 9 10.0 17 5 0.62 58 1.66 - - - 58 31
2021 92 92 - 9 9.6 17 5 0.61 61 1.73 - - - 61 29
2022 95 95 - 9 9.9 19 5 0.65 62 1.72 - 17 - 45 20
2023 99 99 - 10 9.6 21 5 0.69 64 1.75 - 13 - 51 20
2024 102 102 - 10 9.5 22 5 0.72 66 1.78 - 13 - 52 19
2025 105 105 - 10 9.8 22 5 0.73 67 1.81 - 29 - 38 13
2026 108 108 - 10 9.3 25 5 0.79 68 1.82 - 14 - 54 16
2027 70 70 - 7 9.5 23 3 1.10 37 1.55 - - - 37 10
SUB 1147 1147 - 130 11.4 254 60 0.70 702 1.57 - 250 - 453 169
REM 155 155 - 18 11.8 80 7 1.76 49 0.99 - 12 17 20 5
TOT 1302 1302 - 148 11.4 334 68 0.81 751 1.51 - 262 17 472 173

NET PRESENT VALUE (MM$) - BT

Discount Rate 0.0% 5.0% 8.0% 10.0% 15.0% 20.0% 25.0%
FR After Roy & Oper . 751 502 404 354 261 200 159
Proc & Other Income . - - - - - - -
Capital Costs . . . . 262 209 188 177 157 142 132
Abandonment Costs . . 17 7 4 3 1 1 0
Future Net Revenue. . 472 286 212 173 103 58 27

These data accompany the report of DeGolyer and MacNaughton and are subject to its specific conditions.

444
 Table 4E
Summary of Production and Future Net Revenue - Total Company Solution Gas
Total Proved + Probable
Seplat Petroleum Development Company Plc
Effective as of October 31, 2013
Forecast Price Case

Value Navigator 6.1.4.53

Run Date : Jan 27, 14 16:43
Project : 021576

RESERVES AND PRODUCTION FORECAST

Solution Gas
MMcf
# of Price Pool Company Share
Year Wells $/Mcf Mcf/d Vol Gross Net
2013 - 1.51 - 2496 1123 1045
2014 - 1.96 - 19917 8963 8335
2015 - 1.97 - 20556 9250 8603
2016 - 2.33 - 18713 8421 7831
2017 - 2.38 - 16017 7208 6703
2018 - 2.44 - 13909 6259 5821
2019 - 2.49 - 11916 5362 4987
2020 - 2.54 - 10118 4553 4234
2021 - 2.60 - 8674 3903 3630
2022 - 2.66 - 7475 3364 3128
2023 - 2.72 - 6397 2879 2677
2024 - 2.78 - 5574 2508 2333
2025 - 2.84 - 4804 2162 2010
2026 - 2.89 - 4090 1840 1711
2027 - 2.95 - 3556 1600 1488
SUB 154211 69395 64537
REM 13055 5875 5464
TOT 167266 75270 70001

COMPANY SHARE FUTURE NET REVENUE

Working Interest Royalty FR After Future
Future Revenue (FR) Revenue Royalties Operating Costs Roy. & Proc & Net Revenue
Oper. Net Other Capital Aband
Gas Total Total Fixed Var Costs Back Income Costs Costs Undisc 10.0%
Year MM$ MM$ MM$ MM$ % MM$ MM$ $/Mcf MM$ $/Mcf MM$ MM$ MM$ MM$ MM$
2013 2 2 - 0 7.0 - - - 2 1.40 - - - 2 2
2014 18 18 - 1 7.0 - - - 16 1.82 - - - 16 15
2015 18 18 - 1 7.0 - - - 17 1.83 - - - 17 15
2016 20 20 - 1 7.0 - - - 18 2.17 - - - 18 14
2017 17 17 - 1 7.0 - - - 16 2.22 - - - 16 11
2018 15 15 - 1 7.0 - - - 14 2.27 - - - 14 9
2019 13 13 - 1 7.0 - - - 12 2.32 - - - 12 7
2020 12 12 - 1 7.0 - - - 11 2.37 - - - 11 6
2021 10 10 - 1 7.0 - - - 10 2.42 - - - 10 5
2022 9 9 - 1 7.0 - - - 8 2.47 - - - 8 4
2023 8 8 - 1 7.0 - - - 7 2.53 - - - 7 3
2024 7 7 - 1 7.0 - - - 7 2.58 - - - 7 2
2025 6 6 - 0 7.0 - - - 6 2.64 - - - 6 2
2026 5 5 - 0 7.0 - - - 5 2.69 - - - 5 2
2027 5 5 - 0 7.0 - - - 4 2.74 - - - 4 1
SUB 165 165 - 12 7.0 - - - 153 2.21 - - - 153 97
REM 19 19 - 1 7.0 - - - 17 2.93 - - - 17 4
TOT 183 183 - 13 7.0 - - - 170 2.26 - - - 170 100

NET PRESENT VALUE (MM$) - BT

Discount Rate 0.0% 5.0% 8.0% 10.0% 15.0% 20.0% 25.0%
FR After Roy & Oper . 170 127 110 100 83 70 61
Proc & Other Income . - - - - - - -
Capital Costs . . . . - - - - - - -
Abandonment Costs . . - - - - - - -
Future Net Revenue. . 170 127 110 100 83 70 61

These data accompany the report of DeGolyer and MacNaughton and are subject to its specific conditions.

445
 Table 4F
Summary of Production and Future Net Revenue - Total Company Condensate
Total Proved + Probable
Seplat Petroleum Development Company Plc
Effective as of October 31, 2013
Forecast Price Case

Value Navigator 6.1.4.53

Run Date : Jan 27, 14 16:43
Project : 021576

RESERVES AND PRODUCTION FORECAST

Condensate
Mbbl
# of Price Pool Company Share
Year Wells $/bbl bbl/d Vol Gross Net
2013 - 113.25 - 189 85 70
2014 - 109.07 - 1830 824 672
2015 - 106.89 - 2090 941 762
2016 - 109.03 - 2073 933 756
2017 - 111.86 - 1907 858 692
2018 - 114.84 - 1779 801 645
2019 - 118.30 - 1619 729 587
2020 - 120.67 - 1434 645 520
2021 - 123.08 - 1277 575 463
2022 - 125.54 - 1152 518 418
2023 - 128.06 - 1046 471 379
2024 - 130.61 - 968 436 351
2025 - 133.23 - 889 400 322
2026 - 135.89 - 831 374 301
2027 - 138.61 - 661 298 240
SUB 19748 8886 7179
REM 2693 1212 977
TOT 22440 10098 8156

COMPANY SHARE FUTURE NET REVENUE

Working Interest Royalty FR After Future
Future Revenue (FR) Revenue Royalties Operating Costs Roy. & Proc & Net Revenue
Oper. Net Other Capital Aband
Condensate Total Total Fixed Var Costs Back Income Costs Costs Undisc 10.0%
Year MM$ MM$ MM$ MM$ % MM$ MM$ $/bbl MM$ $/bbl MM$ MM$ MM$ MM$ MM$
2013 10 10 - 2 18.4 - - - 8 92.41 - - - 8 8
2014 90 90 - 17 18.4 - - - 73 89.00 - - - 73 69
2015 101 101 - 19 19.0 - - - 81 86.58 - - - 81 70
2016 102 102 - 19 19.0 - - - 82 88.32 - - - 82 64
2017 96 96 - 19 19.4 - - - 77 90.16 - - - 77 55
2018 92 92 - 18 19.4 - - - 74 92.56 - - - 74 48
2019 86 86 - 17 19.4 - - - 70 95.35 - - - 70 41
2020 78 78 - 15 19.4 - - - 63 97.26 - - - 63 33
2021 71 71 - 14 19.4 - - - 57 99.20 - - - 57 28
2022 65 65 - 13 19.4 - - - 53 101.19 - - - 53 23
2023 60 60 - 12 19.4 - - - 49 103.21 - - - 49 19
2024 57 57 - 11 19.4 - - - 46 105.27 - - - 46 17
2025 53 53 - 10 19.4 - - - 43 107.38 - - - 43 14
2026 51 51 - 10 19.4 - - - 41 109.53 - - - 41 12
2027 41 41 - 8 19.4 - - - 33 111.72 - - - 33 9
SUB 1052 1052 - 202 19.2 - - - 850 95.63 - - - 850 508
REM 181 181 - 35 19.4 - - - 146 120.13 - - - 146 28
TOT 1233 1233 - 237 19.3 - - - 995 98.57 - - - 995 536

NET PRESENT VALUE (MM$) - BT

Discount Rate 0.0% 5.0% 8.0% 10.0% 15.0% 20.0% 25.0%
FR After Roy & Oper . 995 705 594 536 429 357 305
Proc & Other Income . - - - - - - -
Capital Costs . . . . - - - - - - -
Abandonment Costs . . - - - - - - -
Future Net Revenue. . 995 705 594 536 429 357 305

These data accompany the report of DeGolyer and MacNaughton and are subject to its specific conditions.

446
 Table 4G
Summary of Production and Future Net Revenue - Total Company
Total Proved + Probable
Seplat Petroleum Development Company Plc
Effective as of October 31, 2013
Forecast Price Case
Avg. WI : 45.00%
Avg. Roy : 17.85% Value Navigator 6.1.4.53
Avg. Prod. Taxes : 4.17% Run Date : Jan 27, 14 16:45
Project : 021576

RESERVES AND PRODUCTION FORECAST

Light&Med Oil Heavy Oil Sales Gas
Mbbl Mbbl Bcf
# of Price Pool Company Share Price Pool Company Share Price Pool Company Share
Year Wells $/bbl bbl/d Vol Gross Net $/bbl bbl/d Vol Gross Net $/Mcf Mcf/d Vol Gross Net
2013 67 113.10 51367 3133 1410 1151 113.30 1602 98 44 36 1.50 132997 8 4 3
2014 111 108.94 68121 24864 11189 9130 109.10 3459 1263 568 464 1.95 174856 64 29 27
2015 124 106.77 67473 24628 11082 8977 106.91 3896 1422 640 518 1.96 173821 63 29 27
2016 127 108.91 61131 22374 10068 8155 109.06 2652 971 437 354 2.32 237020 87 39 36
2017 128 111.73 52356 19110 8599 6931 111.88 2190 799 360 290 2.37 237485 87 39 36
2018 128 114.70 44663 16302 7336 5913 114.86 1956 714 321 259 2.43 237865 87 39 36
2019 128 118.16 37520 13695 6163 4967 118.32 1737 634 285 230 2.48 238302 87 39 36
2020 125 120.53 31365 11480 5166 4164 120.69 1486 544 245 197 2.53 238779 87 39 37
2021 122 122.93 26371 9626 4332 3491 123.10 1338 488 220 177 2.59 239205 87 39 37
2022 118 125.39 22191 8100 3645 2938 125.56 1193 435 196 158 2.64 239316 87 39 37
2023 114 127.90 19197 7007 3153 2541 128.07 1088 397 179 144 2.70 239695 87 39 37
2024 113 130.46 16584 6070 2731 2202 130.62 980 359 161 130 2.76 238968 87 39 37
2025 107 133.07 14085 5141 2313 1865 133.24 867 316 142 115 2.82 239396 87 39 37
2026 104 135.73 11881 4337 1951 1573 135.90 779 284 128 103 2.87 239607 87 39 37
2027 99 138.44 10196 3722 1675 1350 138.62 714 261 117 95 2.93 154118 56 25 24
SUB 179587 80814 65347 8985 4043 3269 1151 518 482
REM 13754 6189 4988 1357 611 492 124 56 52
TOT 193340 87003 70335 10342 4654 3761 1274 573 533
Condensate Butane Propane Ethane Sulphur
Mbbl Mbbl Mbbl Mbbl LT
Price Company Share Price Company Share Price Company Share Price Company Share Price Company Share
Year $/bbl Gross Net $/bbl Gross Net $/bbl Gross Net $/bbl Gross Net $/LT Gross Net
2013 113.25 85 70 - - - - - - - - - - - -
2014 109.07 824 672 - - - - - - - - - - - -
2015 106.89 941 762 - - - - - - - - - - - -
2016 109.03 933 756 - - - - - - - - - - - -
2017 111.86 858 692 - - - - - - - - - - - -
2018 114.84 801 645 - - - - - - - - - - - -
2019 118.30 729 587 - - - - - - - - - - - -
2020 120.67 645 520 - - - - - - - - - - - -
2021 123.08 575 463 - - - - - - - - - - - -
2022 125.54 518 418 - - - - - - - - - - - -
2023 128.06 471 379 - - - - - - - - - - - -
2024 130.61 436 351 - - - - - - - - - - - -
2025 133.23 400 322 - - - - - - - - - - - -
2026 135.89 374 301 - - - - - - - - - - - -
2027 138.61 298 240 - - - - - - - - - - - -
SUB 8886 7179 - - - - - - - -
REM 1212 977 - - - - - - - -
TOT 10098 8156 - - - - - - - -

COMPANY SHARE FUTURE NET REVENUE

Working Interest Royalty FR After Future
Future Revenue (FR) Revenue Royalties Prod. Taxes Oper Costs Roy. & Proc & Net Revenue
Sales Pipe NDDC Oper. Net Other Cap'l Aband
Oil Gas NGLs Total State Other Losses Levy Fixed Var Costs Back Income Costs Costs Undisc 10.0%
Year MM$ MM$ MM$ MM$ MM$ MM$ MM$ MM$ MM$ MM$ MM$ MM$ $/BOE MM$ MM$ MM$ MM$ MM$
2013 165 6 10 180 - 32 - 14 2 11 6 115 52.89 - 44 - 70 70
2014 1281 56 90 1427 - 256 - 110 11 84 50 916 52.24 - 269 - 647 603
2015 1252 56 101 1408 - 261 - 68 7 101 51 921 52.37 - 109 - 812 695
2016 1144 91 102 1337 - 243 - 62 4 112 48 868 47.76 - 15 - 853 662
2017 1001 93 96 1190 - 219 - 33 4 114 42 777 46.96 - 25 - 752 530
2018 878 95 92 1065 - 195 - 29 4 117 38 683 44.97 - 9 - 674 433
2019 762 97 86 945 - 171 - 25 4 118 33 594 42.63 - 11 1 582 340
2020 652 100 78 830 - 149 - 22 3 118 29 509 39.64 - - - 509 270
2021 560 102 71 732 - 129 - 19 3 119 26 436 36.62 - - - 436 210
2022 482 104 65 651 - 113 - 16 4 121 23 373 33.53 - 17 - 357 156
2023 426 106 60 593 - 102 - 15 4 123 21 329 31.07 - 18 - 311 124
2024 377 109 57 543 - 92 - 13 3 125 19 291 28.79 - 13 - 278 101
2025 327 111 53 491 - 82 - 11 4 125 17 252 26.13 - 29 1 222 73
2026 282 113 51 446 - 73 - 10 3 126 16 219 23.70 - 14 - 205 61
2027 248 74 41 364 - 61 - 9 3 125 13 153 23.75 - - - 153 42
SUB 9837 1311 1052 12200 - 2178 - 456 61 1639 431 7435 40.60 - 574 2 6860 4369
REM 1009 173 181 1362 - 243 - 36 13 749 46 276 15.60 - 12 106 157 45
TOT 10845 1485 1233 13563 - 2421 - 492 74 2388 477 7711 38.40 - 586 108 7017 4414

NET PRESENT VALUE (MM$) - BT PROFITABILITY BT

Discount Rate 0.0% 5.0% 8.0% 10.0% 15.0% 20.0% 25.0%
Rate of Return (%) . . . . . -
FR After Roy & Oper . 7711 6015 5294 4898 4122 3559 3135 Profit Index (undisc). . . . 11.978
Proc & Other Income . - - - - - - - (disc @ 10.0%). 9.406
Capital Costs . . . . 586 516 486 469 436 411 391 Total Payout (years) . . . . 1.05
Abandonment Costs . . 108 38 21 15 6 3 1 Cost of Finding ($/BOE). . . 2.97
Future Net Revenue. . 7017 5461 4787 4414 3680 3146 2743 NPV @ 10% ($/BOE). . . . . . 22.37

These data accompany the report of DeGolyer and MacNaughton and are subject to its specific conditions.

447
 Table 4H
Income Tax Summary - Total Company
Total Proved + Probable
Seplat Petroleum Development Company Plc
Effective as of October 31, 2013
Forecast Price Case

Value Navigator 6.1.4.53

Run Date : Jan 27, 14 16:46
Project : 021576

Burdens & Expenses Taxable Capital Deductions

Gross Reserves Revenue Op.Costs, Income Cap.
Sales NDDC Pipe Aband& Before Ded.
Oil Gas NGLs WI Roy. Other Total Burdens Levy Losses Salv. Total Ded. G&G I.A. Annu. Other Avail
Year Mbbl MMcf Mbbl MM$ MM$ MM$ MM$ MM$ MM$ MM$ MM$ MM$ MM$ MM$ MM$ MM$ MM$ MM$
2013 1454 3651 85 180 - - 180 32 2 14 17 65 115 - 1 95 - 97
2014 11757 28720 824 1427 - - 1427 256 11 110 134 511 916 - 4 108 - 113
2015 11722 28550 941 1408 - - 1408 261 7 68 152 487 921 - 1 47 - 48
2016 10505 39037 933 1337 - - 1337 243 4 62 160 469 868 - 0 44 - 44
2017 8959 39007 858 1190 - - 1190 219 4 33 156 413 777 - 1 34 - 35
2018 7657 39069 801 1065 - - 1065 195 4 29 154 382 683 - 0 24 - 24
2019 6448 39141 729 945 - - 945 171 4 25 152 352 593 - 0 8 - 8
2020 5411 39327 645 830 - - 830 149 3 22 147 321 509 - - 3 - 3
2021 4551 39289 575 732 - - 732 129 3 19 145 296 436 - - 2 - 2
2022 3841 39308 518 651 - - 651 113 4 16 144 277 373 - 0 2 - 2
2023 3332 39370 471 593 - - 593 102 4 15 144 264 329 - 1 3 - 4
2024 2893 39358 436 543 - - 543 92 3 13 144 252 291 - 0 4 - 5
2025 2456 39321 400 491 - - 491 82 4 11 144 240 251 - 0 6 - 6
2026 2079 39355 374 446 - - 446 73 3 10 141 227 219 - 0 7 - 7
2027 1792 25314 298 364 - - 364 61 3 9 138 210 153 - - 6 - 6
SUB 84857 517818 8886 12200 - - 12200 2178 61 456 2071 4767 7434 - 9 393 - 403
REM 6800 55651 1212 1362 - - 1362 243 13 36 901 1193 169 - 0 10 - 10
TOT 91657 573469 10098 13563 - - 13563 2421 74 492 2973 5960 7603 - 9 403 - 413

G&G Investment Allowance Annual Allowance Other Allowance

Initial Add- Depn. Expense Initial Add- Depn. Expense Initial Add- Depn. Expense Initial Add- Depn. Expense
Balance ition Rate Claim Balance ition Rate Claim Balance ition Rate Claim Balance ition Rate Claim
Year MM$ MM$ % MM$ MM$ MM$ % MM$ MM$ MM$ % MM$ MM$ MM$ % MM$
2013 - - - - - 1 100.0 1 303 25 29.0 95 - - - -
2014 - - - - - 4 100.0 4 233 83 34.3 108 - - - -
2015 - - - - - 1 100.0 1 208 28 19.8 47 - - - -
2016 - - - - - 0 100.0 0 189 3 23.1 44 - - - -
2017 - - - - - 1 100.0 1 147 9 21.8 34 - - - -
2018 - - - - - 0 100.0 0 122 2 19.6 24 - - - -
2019 - - - - - 0 100.0 0 100 2 8.2 8 - - - -
2020 - - - - - - - - 93 - 3.2 3 - - - -
2021 - - - - - - - - 90 - 2.6 2 - - - -
2022 - - - - - 0 100.0 0 87 5 1.7 2 - - - -
2023 - - - - - 1 100.0 1 91 9 3.1 3 - - - -
2024 - - - - - 0 100.0 0 97 7 4.0 4 - - - -
2025 - - - - - 0 100.0 0 99 7 5.2 6 - - - -
2026 - - - - - 0 100.0 0 100 7 6.4 7 - - - -
2027 - - - - - - - - 100 - 5.8 6 - - - -
SUB - - 9 9 185 393 - -
REM - - 0 9 2 10 - -
TOT - - 9 9 187 403 - -

Education Tax Petroleum Production Tax Regime Cash Flow

Cap. Tax Loss Tax Cap. Tax Loss Tax Total
Ded. Carry Ded. Taxable Tax Pay Ded. Carry Ded. Taxable Tax Pay- Other Tax Cum. NPV
Avail. Fwd Used Income Rate -able Avail. Fwd Used Income Rate able Taxes BTCF Payable ATCF ATCF @ 10 %
Year MM$ MM$ MM$ MM$ % MM$ MM$ MM$ MM$ MM$ % MM$ MM$ MM$ MM$ MM$ MM$ MM$
2013 - - - 96 2.0 2 97 88 14 80 65.8 53 2 70 56 14 14 18
2014 - - - 730 2.0 15 113 48 121 595 65.8 391 17 647 422 224 239 207
2015 - - - 841 2.0 17 48 - 104 720 85.0 612 17 812 645 167 406 144
2016 - - - 856 2.0 17 44 - 135 703 85.0 598 27 853 642 211 617 164
2017 - - - 761 2.0 15 35 - 127 618 85.0 526 28 752 569 183 799 130
2018 - - - 675 2.0 14 24 - 119 543 85.0 461 29 674 503 171 970 110
2019 - - - 586 2.0 12 8 - 106 468 85.0 398 29 582 439 143 1113 84
2020 - - - 509 2.0 10 3 - 103 396 85.0 337 30 509 377 132 1245 70
2021 - - - 436 2.0 9 2 - 104 323 85.0 275 31 436 314 122 1367 59
2022 - - - 362 2.0 7 2 - 106 249 85.0 211 31 357 250 107 1474 47
2023 - - - 320 2.0 6 4 - 110 204 85.0 173 32 311 211 99 1574 40
2024 - - - 285 2.0 6 5 - 113 166 85.0 141 33 278 179 99 1672 36
2025 - - - 230 2.0 5 6 - 117 108 85.0 92 33 222 130 92 1764 30
2026 - - - 212 2.0 4 7 - 120 88 85.0 75 34 205 113 93 1857 28
2027 - - - 153 2.0 3 6 - 80 70 85.0 60 22 153 85 68 1925 19
SUB - - 7050 2.0 141 403 1579 5330 82.6 4401 393 6860 4935 1925 1185
REM - - 265 2.0 5 10 158 102 85.0 87 52 157 144 13 13
TOT - - 7315 2.0 146 413 1737 5432 82.6 4488 445 7017 5079 1938 1199

NET PRESENT VALUE (MM$) - AT

Discount Rate 0.0% 5.0% 8.0% 10.0% 15.0% 20.0%
Before Tax Cash Flow. 7017 5461 4787 4414 3680 3146
Tax Payable . . . . . 5079 3964 3483 3216 2688 2300
After Tax Cash Flow . 1938 1497 1304 1199 993 846

These data accompany the report of DeGolyer and MacNaughton and are subject to its specific conditions.

448
 Table 5A
Summary of Reserves and Net Present Value - Total Company
Total Proved + Probable + Possible
Seplat Petroleum Development Company Plc
Effective as of October 31, 2013
Forecast Price Case

Value Navigator 6.1.4.53

Run Date : Jan 27, 14 16:39
Project : 021576
Current
Reserve Avg. Light&Med Oil Heavy Oil Sales Gas NGLs Total BOE NPV
Well Zone Cat. WI % Gross Net Gross Net Gross Net Gross Net Gross Net @ 0% @ 10%
Mbbl Mbbl Mbbl Mbbl MMcf MMcf Mbbl Mbbl Mbbl Mbbl MM$ MM$
Nigeria
OML-04 + 38 + 41
AMUKPE
1)Amukpe Oil
AMUK001L:E1400X E1400 P+PSP 45.0 673 543 - - 817 760 46 37 860 711 44 20
AMUK001S:D5100X D5100 NRA - - - - - - - - - - - - -
AMUK002T:G5400X G5400 NRA - - - - - - - - - - - - -
Total 1)Amukpe Oil 673 543 - - 817 760 46 37 860 711 44 20
2) Amukpe Other Costs
Amukpe Abandonment P+PSP - - - - - - - - - - - -2 0
Amukpe G&A Expense P+PSP - - - - - - - - - - - -325 -111
Amukpe Licence Fee P+PSP - - - - - - - - - - - 0 0
Amukpe Water Disposal P+PSP - - - - - - - - - - - -10 -10
Total 2) Amukpe Other Costs - - - - - - - - - - -338 -121

Total AMUKPE 673 543 - - 817 760 46 37 860 711 -294 -102
INFRASTRUCTURE
Pipeline
Pipeline Cost P+PSN - - - - - - - - - - - -5 -5
Total Pipeline - - - - - - - - - - -5 -5

Total INFRASTRUCTURE - - - - - - - - - - -5 -5
OBEN
C
OBEN-INF:C8500 C8500 P+PSU 45.0 968 781 - - 184 171 6 5 1006 815 59 28
OBEN020S:C8000M C8000 P+PSN 45.0 1185 955 - - 225 209 7 6 1230 997 102 25
Total C 2153 1736 - - 409 380 13 10 2236 1812 161 53
D
OBEN-HZ:D9000 D9000 P+PSU 45.0 1803 1456 - - 631 587 54 44 1966 1601 135 67
OBEN003L:D7000M D7000 NRA - - - - - - - - - - - - -
OBEN003S:D7000M D7000 NRA - - - - - - - - - - - - -
OBEN004S:D7000M D7000 NRA - - - - - - - - - - - - -
OBEN005L:D9000M D9000 P+PSN 45.0 717 579 - - 1702 1583 54 43 1064 895 65 37
OBEN005S:D4000M D4000 NRA - - - - - - - - - - - - -
OBEN006S:D7000M D7000 NRA - - - - - - - - - - - - -
OBEN007S:D7000M D7000 NRA - - - - - - - - - - - - -
OBEN008S:D7000M D7000 NRA - - - - - - - - - - - - -
OBEN009S:D7000M D7000 NRA - - - - - - - - - - - - -
OBEN010L:D7000M D7000 NRA - - - - - - - - - - - - -
OBEN010S:D4000M D4000 NRA - - - - - - - - - - - - -
OBEN011L:D7000M D7000 P+PSN 45.0 838 677 - - 557 518 18 14 952 781 69 38
OBEN011L:D7002M D7000 NRA - - - - - - - - - - - - -
OBEN011S:D7000M D7000 P+PSN 45.0 468 378 - - 367 341 12 9 543 447 37 22
OBEN011S:D7001M D7000 NRA - - - - - - - - - - - - -
OBEN020L:D7000M D7000 NRA - - - - - - - - - - - - -
OBEN020S:D7000M D7000 NRA - - - - - - - - - - - - -
OBEN020T:D7000M D7000 P+PSN 45.0 1284 1037 - - 1830 1702 58 47 1657 1377 97 55
OBEN023S:D7000M D7000 NRA - - - - - - - - - - - - -
OBEN024L:D7000M D7000 P+PSN 45.0 1272 1028 - - 967 899 31 25 1470 1207 94 49
OBEN024S:D7000M D7000 NRA - - - - - - - - - - - - -
OBEN025L:D4000M D4000 NRA - - - - - - - - - - - - -
OBEN025L:D7000M D7000 NRA - - - - - - - - - - - - -
OBEN025S:D4000M D4000 NRA - - - - - - - - - - - - -
OBEN029S:D4000M D4000 P+PSN 45.0 319 258 - - 606 564 19 15 443 371 24 18
OBEN032S:D4000M D4000 P+PSN 45.0 112 91 - - 320 297 10 8 177 150 4 3
Total D 6814 5504 - - 6980 6491 255 206 8272 6829 525 289

These data accompany the report of DeGolyer and MacNaughton and are subject to its specific conditions.

449
 Table 5A
Summary of Reserves and Net Present Value - Total Company
Total Proved + Probable + Possible
Seplat Petroleum Development Company Plc
Effective as of October 31, 2013
Forecast Price Case

Value Navigator 6.1.4.53

Run Date : Jan 27, 14 16:39
Project : 021576
Current
Reserve Avg. Light&Med Oil Heavy Oil Sales Gas NGLs Total BOE NPV
Well Zone Cat. WI % Gross Net Gross Net Gross Net Gross Net Gross Net @ 0% @ 10%
Mbbl Mbbl Mbbl Mbbl MMcf MMcf Mbbl Mbbl Mbbl Mbbl MM$ MM$
E
OBEN-INF2:E4000 E4000 P+PSU 45.0 1369 1105 - - 1951 1814 62 50 1767 1467 103 45
OBEN-INF:E2000 E2000 P+PSU 45.0 1101 887 - - 1046 972 33 27 1314 1082 75 32
OBEN-INF:E4000 E4000 P+PSU 45.0 1364 1102 - - 1944 1808 61 50 1760 1463 100 48
OBEN004L:E3000M E3000 NRA - - - - - - - - - - - - -
OBEN005L:E1500M E1500 P+PSN 45.0 425 344 - - 1473 1370 47 38 725 618 38 27
OBEN005L:E3000M E3000 P+PSN 45.0 904 730 - - 2358 2193 74 60 1385 1168 86 44
OBEN006L:E3000M E3000 NRA - - - - - - - - - - - - -
OBEN007L:E3000M E3000 NRA - - - - - - - - - - - - -
OBEN008L:E3000M E3000 P+PSN 45.0 617 499 - - 337 314 11 9 686 562 36 23
OBEN009L:E3000M E3000 NRA - - - - - - - - - - - - -
OBEN011L:E3000M E3000 P+PSN 45.0 798 645 - - 531 493 17 14 906 743 66 36
OBEN022T:E4000M E4000 P+PSN 45.0 520 420 - - 1161 1080 37 30 757 636 32 20
OBEN023L:E3000M E3000 NRA - - - - - - - - - - - - -
OBEN029L:E4000M E4000 P+PSN 45.0 483 390 - - 2292 2132 72 58 950 816 44 24
OBEN032L:E3000M E3000 NRA - - - - - - - - - - - - -
Water Injector - E2 E2000 PSU - - - - - - - - - - - -10 -8
Water Injector - E4 E4000 P+PSU - - - - - - - - - - - -10 -8
Total E 7580 6121 - - 13092 12175 413 334 10251 8554 559 282
F
OBEN-INF1:F7800 F7800 P+PSU 45.0 1921 1551 - - 2737 2545 86 70 2479 2059 150 82
OBEN-INF:F3000 F3000 P+PSU 45.0 705 569 - - 670 623 21 17 842 693 40 20
OBEN003L:F1500M F1500 NRA - - - - - - - - - - - - -
OBEN012S:F7800 F7800 P+PSU 45.0 734 593 - - 290 269 9 7 794 647 43 25
OBEN014S:F7800 F7800 P+PSU 45.0 557 450 - - 602 560 19 16 680 562 31 18
OBEN015S:F7800C F7800 P+PSU 45.0 1448 1170 - - 817 760 26 21 1615 1322 129 64
OBEN017S:F7800 F7800 NRA - - - - - - - - - - - - -
OBEN018S:F7800 F7800 NRA - - - - - - - - - - - - -
OBEN019S:F7800 F7800 NRA - - - - - - - - - - - - -
OBEN020L:F1500M F1500 NRA - - - - - - - - - - - - -
OBEN024L:F1500M F1500 NRA - - - - - - - - - - - - -
OBEN031S:F7800 F7800 NRA - - - - - - - - - - - - -
OBEN031S:F7800M F7800 P+PSU 45.0 759 613 - - 1081 1006 34 28 979 814 69 34
Water Injectors - F78 F7800 P+PSU - - - - - - - - - - - -20 -19
Total F 6124 4945 - - 6196 5763 196 158 7389 6097 443 224
G
OBEN-INF:G1000 G1000 P+PSU 45.0 1389 1121 - - 1980 1841 63 50 1793 1489 105 48
OBEN-INF:G2000 G2000 P+PSU 45.0 885 715 - - 1261 1173 40 32 1142 949 55 31
OBEN-INF:G3000 G3000 P+PSU 45.0 1325 1070 - - 1889 1757 60 48 1711 1421 95 47
OBEN-INF:G3500 G3500 P+PSU 45.0 1408 1138 - - 2007 1866 63 51 1818 1511 101 53
OBEN-INF:G4300 G4300 P+PSU 45.0 524 424 - - 747 694 24 19 676 562 24 14
OBEN-INF:G4500 G4500 P+PSU 45.0 663 536 - - 755 703 24 19 817 676 36 22
OBEN-INF:G4700 G4700 P+PSU 45.0 885 714 - - 1009 938 32 26 1090 902 55 30
OBEN005L:G8800N G8800 NRA - - - - - - - - - - - - -
OBEN012L:G5000A G5000 NRA - - - - - - - - - - - - -
OBEN012S:G4000B G4000 NRA - - - - - - - - - - - - -
OBEN014L:G1000I G1000 NRA - - - - - - - - - - - - -
OBEN014L:G4000B G4000 NRA - - - - - - - - - - - - -
OBEN015L:G4000B G4000 NRA - - - - - - - - - - - - -
OBEN015L:G4500A G4500 P+PSN 45.0 548 443 - - 625 581 20 16 675 559 45 28
OBEN017L:G3500A G3500 NRA - - - - - - - - - - - - -
OBEN017L:G4000B G4000 NRA - - - - - - - - - - - - -
OBEN018L:G4000B G4000 NRA - - - - - - - - - - - - -
OBEN019L:G4500A G4500 NRA - - - - - - - - - - - - -
OBEN019L:G5000A G5000 NRA - - - - - - - - - - - - -
OBEN019S:G4000B G4000 NRA - - - - - - - - - - - - -
OBEN019S:G4000M G4000 NRA - - - - - - - - - - - - -
OBEN030L:G4300A G4300 NRA - - - - - - - - - - - - -
OBEN030S:G1000G G1000 NRA - - - - - - - - - - - - -
OBEN031L:G4500A G4500 P+PSN 45.0 1134 917 - - 485 451 15 12 1232 1007 80 53
OBEN031L:G4500M G4500 NRA - - - - - - - - - - - - -
OBEN031L:G5000A G5000 P+PSN 45.0 1509 1219 - - 430 400 14 11 1596 1299 133 69
OBEN031S:G4000B G4000 P+PSN 45.0 181 146 - - 494 459 16 13 282 238 15 10
OBEN036T:G3000 G3000 P+PSN 45.0 1943 1569 - - 388 360 12 10 2022 1641 149 83
Water Injector - G1 G1000 PSU - - - - - - - - - - - -11 -7
Water Injector - G3 G3000 PSU - - - - - - - - - - - -10 -8
Water Injector - G3.5 G3500 PSU - - - - - - - - - - - -10 -8
Total G 12393 10010 - - 12067 11223 381 308 14854 12253 861 462

These data accompany the report of DeGolyer and MacNaughton and are subject to its specific conditions.

450
 Table 5A
Summary of Reserves and Net Present Value - Total Company
Total Proved + Probable + Possible
Seplat Petroleum Development Company Plc
Effective as of October 31, 2013
Forecast Price Case

Value Navigator 6.1.4.53

Run Date : Jan 27, 14 16:39
Project : 021576
Current
Reserve Avg. Light&Med Oil Heavy Oil Sales Gas NGLs Total BOE NPV
Well Zone Cat. WI % Gross Net Gross Net Gross Net Gross Net Gross Net @ 0% @ 10%
Mbbl Mbbl Mbbl Mbbl MMcf MMcf Mbbl Mbbl Mbbl Mbbl MM$ MM$
H
OBEN016L:H5000A H5000 NRA - - - - - - - - - - - - -
OBEN016S:H2000A H2000 NRA - - - - - - - - - - - - -
Total H - - - - - - - - - - - -
OBEN - Gas
Gas Plant Expansion P+PSU - - - - - - - - - - - -26 -21
OBEN - NonAssociated P+PSU 45.0 - - - - 440799 409943 1818 1466 77818 72146 695 246
Total OBEN - Gas - - - - 440799 409943 1818 1466 77818 72146 669 225
Oben Other Costs
Oben Abandonment P+PSU - - - - - - - - - - - -47 -4
Oben G&A Expense P+PSP - - - - - - - - - - - -263 -90
Oben Licence Fee P+PSP - - - - - - - - - - - -1 0
Total Oben Other Costs - - - - - - - - - - -310 -94

Total OBEN 35064 28316 - - 479543 445975 3076 2482 120820 107691 2908 1441
OKOPORO AND UBALEME
C
OKOP03:C3000 C3000 P+PSU 45.0 612 495 - - 84 79 - - 627 509 41 26
OKOP03:C4000 C4000 P+PSU 45.0 598 484 - - 83 77 - - 613 497 39 25
Total C 1211 979 - - 167 155 - - 1239 1005 80 50
D
UDP-1:D1000 D1000 P+PSU 45.0 483 390 - - 67 62 - - 494 400 14 6
Total D 483 390 - - 67 62 - - 494 400 14 6
Okoporo and Ubaleme Abandonment
Okoporo and Ubaleme A P+PSU - - - - - - - - - - - - -
Total Okoporo and Ubaleme Abandonment - - - - - - - - - - - -
Okoporo and Ubaleme Licence Fee
Okoporo and Ubaleme L P+PSP - - - - - - - - - - - 0 0
Total Okoporo and Ubaleme Licence Fee - - - - - - - - - - 0 0

Total OKOPORO AND UBALEME 1693 1368 - - 234 217 - - 1734 1406 94 56
OKPORHURU
1) Okporhuru Oil
OKRU-08(Stg1-U1.5) U1500 P+PSU 45.0 905 731 - - 191 177 8 7 946 768 66 37
OKRU-08(Stg2-U3.1) U3100 P+PSU 45.0 1701 1374 - - 358 333 16 13 1778 1444 136 76
OKRU-09(Stg1-U3.5) U3500 P+PSU 45.0 1070 864 - - 226 210 10 8 1119 908 82 41
OKRU-09(Stg2-V7s) V70-71-7200 P+PSU 45.0 770 621 - - 1559 1450 68 55 1107 926 65 34
OKRU-10(Stg2-V6) V6000 P+PSU 45.0 585 472 - - 1076 1001 47 38 817 682 46 23
OKRU-10:U1.8 U1800 P+PSU 45.0 1174 947 - - 247 230 11 9 1228 995 94 44
OKRU001L:V2000 V2000 P+PSN 45.0 1942 1568 - - 2099 1952 91 74 2395 1978 178 89
OKRU001S:U5000 U5000 P+PSP 45.0 2826 2281 - - 498 463 22 17 2933 2379 251 121
OKRU004L:V1000 V1000 P+PSN 45.0 1579 1276 - - 2081 1935 90 73 2028 1683 140 79
OKRU004S:U5000 U5000 P+PSP 45.0 3308 2673 - - 928 863 40 33 3508 2855 279 171
OKRU005L:U8000 U8000 P+PSP 45.0 1289 1041 - - 642 597 28 23 1427 1166 105 54
OKRU005S:U7000 U7000 P+PSP 45.0 2151 1738 - - 475 442 21 17 2254 1830 178 95
OKRU006L:V4000 V4000 P+PSN 45.0 823 665 - - 420 391 18 15 913 747 62 44
OKRU006S:U3000 U3000 P+PSN 45.0 1031 833 - - 66 62 3 2 1045 846 76 46
Total 1) Okporhuru Oil 21154 17084 - - 10865 10105 472 381 23500 19208 1757 952
2) Okporhuru Gas
OKRU-06(Stg1-U4) U4000 P+PSU 45.0 2748 2221 - - 6019 5597 262 212 4047 3398 255 172
OKRU-07(Stg1-V7.31) V7310 P+PSU 45.0 - - - - 4079 3794 514 416 1218 1070 44 27
OKRU-07(Stg2-V7.32) V7320 P+PSU 45.0 - - - - 2458 2286 163 132 587 526 11 6
OKRU-10:U9 U9000 P+PSU 45.0 - - - - 3166 2944 - - 546 508 1 1
Total 2) Okporhuru Gas 2748 2221 - - 15722 14621 939 759 6397 5501 311 206
3) Existing Wells
Okporhuru-1 NRA - - - - - - - - - - - - -
Okporhuru-2 NRA - - - - - - - - - - - - -
Okporhuru-3 NRA - - - - - - - - - - - - -
Total 3) Existing Wells - - - - - - - - - - - -

These data accompany the report of DeGolyer and MacNaughton and are subject to its specific conditions.

451
 Table 5A
Summary of Reserves and Net Present Value - Total Company
Total Proved + Probable + Possible
Seplat Petroleum Development Company Plc
Effective as of October 31, 2013
Forecast Price Case

Value Navigator 6.1.4.53

Run Date : Jan 27, 14 16:39
Project : 021576
Current
Reserve Avg. Light&Med Oil Heavy Oil Sales Gas NGLs Total BOE NPV
Well Zone Cat. WI % Gross Net Gross Net Gross Net Gross Net Gross Net @ 0% @ 10%
Mbbl Mbbl Mbbl Mbbl MMcf MMcf Mbbl Mbbl Mbbl Mbbl MM$ MM$
4) OKRU Other Costs
Okporhuru Abandonment P+PSU - - - - - - - - - - - - -
Okporhuru License Fee P+PSU - - - - - - - - - - - 0 0
OKRU Field Developmen P+PSU - - - - - - - - - - - -6 -5
Total 4) OKRU Other Costs - - - - - - - - - - -6 -5

Total OKPORHURU 23902 19305 - - 26587 24726 1411 1140 29897 24709 2062 1152
OVHOR
H
OVHO001S:H1000N H1000 NRA - - - - - - - - - - - - -
OVHO001S:H6000N H6000 P+PSN 45.0 679 550 - - 47 44 5 4 692 562 53 42
OVHO002S:H5000N H5000 P+PSN 45.0 4481 3620 - - 1453 1351 158 128 4889 3981 412 221
OVHO003L:H3000N H3000 P+PSN 45.0 293 237 - - 270 251 7 6 347 287 22 15
OVHO003S:H1100N H1100 P+PSN 45.0 487 394 - - 155 144 5 4 519 423 37 28
OVHO006T:H5000N H5000 NRA - - - - - - - - - - - - -
OVHO009L:H4000N H4000 P+PSN 45.0 1535 1242 - - 198 184 5 4 1574 1278 124 84
OVHO009S:H1200N H1200 P+PSN 45.0 288 233 - - 318 295 12 10 355 293 22 15
OVHO010S:H1000N H1000 NRA - - - - - - - - - - - - -
OVHO011L:H5000N H5000 P+PSN 45.0 1414 1142 - - 222 207 24 20 1477 1197 123 63
OVHO011S:H3000N H3000 P+PSN 45.0 158 128 - - 54 50 1 1 169 138 10 7
OVHO013L:H5000N H5000 P+PSN 45.0 2795 2258 - - 386 359 42 34 2903 2354 249 130
OVHO013S:H1200N H1200 P+PSN 45.0 2322 1877 - - 854 795 33 26 2502 2040 198 119
OVHO014S:H6000N H6000 P+PSN 45.0 352 285 - - 290 270 32 26 434 358 29 23
Total H 14803 11967 - - 4247 3949 324 262 15860 12910 1277 748
I
OVHO001L:I3000N I3000 P+PSN 45.0 1603 1297 - - 96 90 15 12 1634 1324 131 89
OVHO002L:I3000N I3000 P+PSN 45.0 795 645 - - 397 369 63 51 926 759 66 54
OVHO002S:I3000N I3000 P+PSN 45.0 801 650 - - 332 308 52 42 911 745 66 53
OVHO005S:I1000N I1000 P+PSN 45.0 849 687 - - 139 129 14 12 887 720 68 43
OVHO006T:I2000N I2000 P+PSN 45.0 534 432 - - 123 114 19 16 575 467 34 23
OVHO007T:I1000N I1000 P+PSN 45.0 7236 5851 - - 346 322 36 29 7332 5936 603 372
OVHO008T:I2000N I2000 P+PSN 45.0 3195 2583 - - 80 74 13 10 3221 2606 251 160
OVHO009S:I1200N I1200 NRA - - - - - - - - - - - - -
OVHO012T:I1000N I1000 P+PSN 45.0 3747 3029 - - 592 551 61 49 3910 3174 306 188
OVHO014L:I2000N I2000 P+PSN 45.0 1942 1570 - - 934 868 147 119 2250 1839 175 109
Total I 20703 16744 - - 3039 2826 420 340 21647 17572 1700 1092
J
OVHO001L:J1000N J1000 NRA - - - - - - - - - - - - -
OVHO005L:J1000N J1000 P+PSN 45.0 15 12 - - 6 6 - - 17 14 1 1
OVHO010L:J2000N J2000 P+PSN 45.0 476 385 - - 314 292 10 8 540 444 37 26
OVHO015X:J1000X New D J1000 P+PSU 45.0 635 514 - - 351 326 11 9 707 579 32 20
OVHO016X:J1000X New D J1000 P+PSU 45.0 324 262 - - 195 181 6 5 364 298 19 13
OVHO016X:J2000X New D J1000 P+PSU 45.0 517 418 - - 310 288 9 8 579 475 35 23
OVHO017X:J1000X New D J1000 P+PSU 45.0 324 262 - - 195 181 6 5 364 298 19 13
OVHO017X:J2000X New D J1000 P+PSU 45.0 517 418 - - 310 288 9 8 579 475 35 23
Total J 2808 2271 - - 1680 1563 52 42 3150 2582 180 119
Ovhor Other Costs
Ovhor Abandonment P+PSU - - - - - - - - - - - -12 -1
Ovhor License Fee P+PSP - - - - - - - - - - - 0 0
Total Ovhor Other Costs - - - - - - - - - - -12 -1

Total OVHOR 38314 30982 - - 8966 8338 797 645 40657 33064 3144 1957

These data accompany the report of DeGolyer and MacNaughton and are subject to its specific conditions.

452
 Table 5A
Summary of Reserves and Net Present Value - Total Company
Total Proved + Probable + Possible
Seplat Petroleum Development Company Plc
Effective as of October 31, 2013
Forecast Price Case

Value Navigator 6.1.4.53

Run Date : Jan 27, 14 16:39
Project : 021576
Current
Reserve Avg. Light&Med Oil Heavy Oil Sales Gas NGLs Total BOE NPV
Well Zone Cat. WI % Gross Net Gross Net Gross Net Gross Net Gross Net @ 0% @ 10%
Mbbl Mbbl Mbbl Mbbl MMcf MMcf Mbbl Mbbl Mbbl Mbbl MM$ MM$
SAPELE
1) Sapele Shallow Oil
SAPL NEW-1 B3500X B3500 P+PSU 45.0 - - 1439 1162 36 33 2 1 1447 1169 99 46
SAPL NEW-1 B7400X B3500 P+PSU 45.0 - - 1107 894 27 26 1 1 1113 900 67 35
SAPL NEW-1 C3000X B3500 P+PSU 45.0 - - 132 107 8 8 - - 134 109 0 0
SAPL NEW-1 C5000X B3500 P+PSU 45.0 - - 132 107 8 8 - - 134 109 0 0
SAPL NEW-2 B3500X B3500 P+PSU 45.0 - - 1049 847 26 24 1 1 1055 852 64 28
SAPL011T:C5000X C5000 P+PSN 45.0 - - 517 418 1861 1731 81 65 919 782 36 21
SAPL021L:B7400X B7400 P+PSN 45.0 - - 44 35 763 710 33 27 208 185 6 5
SAPL021S:B3500X B3500 P+PSN 45.0 - - 288 232 690 642 30 24 437 367 22 14
SAPL023T:B3500X B3500 P+PSN 45.0 - - 142 115 1011 940 44 36 360 313 9 7
SAPL024T:C3000X C3000 P+PSN 45.0 - - 1184 957 1423 1323 62 50 1492 1235 90 56
Water Injector 1 - B3 B3500 P+PSU - - - - - - - - - - - - -
Water Injector 1 - B7 B3500 P+PSU - - - - - - - - - - - - -
Water Injector 1 - C3 B3500 P+PSU - - - - - - - - - - - - -
Water Injector 1 - C5 B3500 P+PSU - - - - - - - - - - - - -
Water Injector 2 - B3 B3500 P+PSU - - - - - - - - - - - - -
Total 1) Sapele Shallow Oil - - 6034 4876 5855 5445 255 206 7298 6020 393 211
2) Sapele Deep Oil
SAPL D2700 XX D2700 PSU 45.0 1390 1123 - - 1663 1546 72 58 1749 1448 98 59
SAPL D3000 XX D3000 PSU 45.0 2921 2360 - - 3494 3249 152 123 3676 3043 238 140
SAPL001S:G2000X G2000 P+PSN 45.0 493 397 - - 227 211 10 8 542 442 34 14
SAPL001V:G3000X G3000 P+PSN 45.0 1133 915 - - 3532 3284 154 124 1895 1606 116 61
SAPL002L:G3000X G3000 P+PSN 45.0 1020 824 - - 2294 2133 100 81 1515 1272 93 50
SAPL002S:G2000X G2000 P+PSN 45.0 1209 976 - - 550 512 24 19 1327 1084 99 54
SAPL006L:G5600X G5600 P+PSN 45.0 959 775 - - 2159 2008 94 76 1425 1197 86 50
SAPL006S:G2000X G2000 P+PSN 45.0 1080 873 - - 2484 2310 108 87 1616 1358 100 54
SAPL009L:G3000X G3000 P+PSN 45.0 180 146 - - 458 426 20 16 279 235 12 8
SAPL009S:G2000X G2000 P+PSN 45.0 637 515 - - 1160 1078 50 41 887 741 53 32
SAPL010L:G4000X G4000 P+PSN 45.0 685 553 - - 7366 6850 320 259 2275 1993 83 45
SAPL012L:G3000X G3000 P+PSN 45.0 863 697 - - 1040 967 45 37 1087 900 71 39
SAPL012S:G2000X G2000 P+PSN 45.0 600 485 - - 2886 2684 125 101 1223 1049 60 34
SAPL013L:G3000X G3000 P+PSN 45.0 965 780 - - 2655 2469 115 93 1538 1299 78 48
SAPL026L:G6100X G6100 P+PSN 45.0 356 287 - - 655 610 28 23 498 415 18 9
Total 2) Sapele Deep Oil 14490 11706 - - 32622 30338 1418 1146 21533 18082 1239 698
3) Sapele Gas
SAPL017: G400XX G4000 P+PSN 45.0 - - - - 50211 46696 2183 1761 10840 9812 334 117
SAPL017T:G6000X G6000 P+PSN 45.0 - - - - 8814 8197 383 310 1903 1723 43 29
SAPL018: H3500XX H3500 P+PSN 45.0 - - - - 1181 1098 51 42 255 231 -1 -2
SAPL018T:H5000X H5000 P+PSN 45.0 - - - - 4806 4470 209 169 1038 940 21 14
SAPL019: H1500XX H1500 P+PSN 45.0 - - - - 4603 4281 200 162 994 900 19 10
SAPL019: H6000XX H6000 P+PSN 45.0 - - - - 2631 2447 114 92 568 514 9 4
SAPL019: H7000XX H7000 P+PSN 45.0 - - - - 2699 2510 117 95 583 527 9 4
SAPL019T:H8000X H8000 P+PSN 45.0 - - - - 20202 18788 878 709 4361 3948 121 56
SAPL020: H2000XX H2000 P+PSN 45.0 - - - - 6988 6499 304 245 1509 1366 29 17
SAPL020T:H1000X H1000 P+PSN 45.0 - - - - 13711 12752 596 481 2960 2680 71 37
Total 3) Sapele Gas - - - - 115846 107737 5037 4065 25010 22641 652 286
4) Sapele NRA
SAPL001L:G5400X G5400 NRA - - - - - - - - - - - - -
SAPL004S:G2000X G2000 NRA - - - - - - - - - - - - -
SAPL005L:G3000X G3000 NRA - - - - - - - - - - - - -
SAPL005S:G2000X G2000 NRA - - - - - - - - - - - - -
SAPL010S:G2000X G2000 NRA - - - - - - - - - - - - -
SAPL013S:G2000X G2000 NRA - - - - - - - - - - - - -
SAPL015T:B4100X B4100 NRA - - - - - - - - - - - - -
Total 4) Sapele NRA - - - - - - - - - - - -
5) Sapele Other Costs
Sapele Abandonment P+PSU - - - - - - - - - - - -26 -2
Sapele Compressors P+PSU - - - - - - - - - - - -14 -12
Sapele G&A Expense P+PSP - - - - - - - - - - - -635 -217
Sapele Integrity Upgr P+PSU - - - - - - - - - - - -4 -4
Sapele License Fee P+PSU - - - - - - - - - - - 0 0
Total 5) Sapele Other Costs - - - - - - - - - - -680 -236

Total SAPELE 14490 11706 6034 4876 154322 143520 6710 5417 53842 46743 1604 959

These data accompany the report of DeGolyer and MacNaughton and are subject to its specific conditions.

453
 Table 5A
Summary of Reserves and Net Present Value - Total Company
Total Proved + Probable + Possible
Seplat Petroleum Development Company Plc
Effective as of October 31, 2013
Forecast Price Case

Value Navigator 6.1.4.53

Run Date : Jan 27, 14 16:39
Project : 021576
Current
Reserve Avg. Light&Med Oil Heavy Oil Sales Gas NGLs Total BOE NPV
Well Zone Cat. WI % Gross Net Gross Net Gross Net Gross Net Gross Net @ 0% @ 10%
Mbbl Mbbl Mbbl Mbbl MMcf MMcf Mbbl Mbbl Mbbl Mbbl MM$ MM$

Total OML-04 + 38 + 41 114136 92221 6034 4876 670470 623537 12040 9722 247809 214325 9514 5458

Total Nigeria 114136 92221 6034 4876 670470 623537 12040 9722 247809 214325 9514 5458

Total Company 114136 92221 6034 4876 670470 623537 12040 9722 247809 214325 9514 5458

These data accompany the report of DeGolyer and MacNaughton and are subject to its specific conditions.

454
 Table 5B
Summary of Production and Future Net Revenue - Total Company Light Oil
Total Proved + Probable + Possible
Seplat Petroleum Development Company Plc
Effective as of October 31, 2013
Forecast Price Case

Value Navigator 6.1.4.53

Run Date : Jan 27, 14 16:41
Project : 021576

RESERVES AND PRODUCTION FORECAST

Light Oil
Mbbl
# of Price Pool Company Share
Year Wells $/bbl bbl/d Vol Gross Net
2013 54 113.10 51255 3127 1407 1148
2014 84 108.95 71877 26235 11806 9634
2015 91 106.78 74614 27234 12255 9927
2016 93 108.92 69840 25562 11503 9317
2017 95 111.73 62268 22728 10228 8243
2018 95 114.70 55138 20125 9056 7300
2019 95 118.16 48259 17615 7927 6389
2020 95 120.52 41818 15305 6887 5551
2021 94 122.93 36078 13169 5926 4776
2022 93 125.39 31300 11425 5141 4144
2023 93 127.90 27693 10108 4549 3666
2024 90 130.45 24530 8978 4040 3256
2025 86 133.05 21278 7767 3495 2817
2026 84 135.71 18584 6783 3052 2460
2027 77 138.43 16147 5894 2652 2138
SUB 222053 99924 80766
REM 31583 14212 11455
TOT 253636 114136 92221

COMPANY SHARE FUTURE NET REVENUE

Working Interest Royalty FR After Future
Future Revenue (FR) Revenue Royalties Operating Costs Roy. & Proc & Net Revenue
Oper. Net Other Capital Aband
Oil Total Total Fixed Var Costs Back Income Costs Costs Undisc 10.0%
Year MM$ MM$ MM$ MM$ % MM$ MM$ $/bbl MM$ $/bbl MM$ MM$ MM$ MM$ MM$
2013 159 159 - 43 27.0 10 6 10.72 101 71.82 - 18 - 83 82
2014 1286 1286 - 348 27.1 70 47 9.87 821 69.56 - 194 - 628 586
2015 1309 1309 - 320 24.5 82 50 10.71 857 69.95 - 93 - 764 654
2016 1253 1253 - 304 24.3 90 47 11.96 811 70.50 - 14 - 797 619
2017 1143 1143 - 260 22.7 93 43 13.26 748 73.09 - 26 - 722 510
2018 1039 1039 - 235 22.7 95 39 14.76 670 73.96 - - - 670 430
2019 937 937 - 212 22.7 97 34 16.56 593 74.82 - 2 - 592 345
2020 830 830 - 188 22.7 99 30 18.75 513 74.41 - - 1 512 272
2021 729 729 - 166 22.8 100 27 21.43 436 73.52 - - - 436 210
2022 645 645 - 147 22.8 102 24 24.47 372 72.30 - - - 372 163
2023 582 582 - 133 22.9 104 22 27.59 323 71.02 - 5 - 318 127
2024 527 527 - 121 22.9 105 20 30.89 281 69.66 - - - 281 102
2025 465 465 - 107 23.0 106 18 35.37 235 67.09 - - - 235 77
2026 414 414 - 95 23.0 106 16 39.99 197 64.46 - - - 197 59
2027 367 367 - 85 23.1 105 14 44.69 164 61.81 - - - 164 45
SUB 11683 11683 - 2766 23.7 1362 436 17.99 7120 71.26 - 351 1 6768 4280
REM 2159 2159 - 504 23.3 1115 83 84.25 458 32.24 - - 93 365 93
TOT 13843 13843 - 3269 23.6 2477 518 26.24 7579 66.40 - 351 94 7134 4372

NET PRESENT VALUE (MM$) - BT

Discount Rate 0.0% 5.0% 8.0% 10.0% 15.0% 20.0% 25.0%
FR After Roy & Oper . 7579 5825 5091 4692 3917 3361 2946
Proc & Other Income . - - - - - - -
Capital Costs . . . . 351 329 318 311 295 281 269
Abandonment Costs . . 94 28 14 9 3 1 1
Future Net Revenue. . 7134 5468 4760 4372 3619 3079 2676

These data accompany the report of DeGolyer and MacNaughton and are subject to its specific conditions.

455
 Table 5C
Summary of Production and Future Net Revenue - Total Company Heavy Oil
Total Proved + Probable + Possible
Seplat Petroleum Development Company Plc
Effective as of October 31, 2013
Forecast Price Case

Value Navigator 6.1.4.53

Run Date : Jan 27, 14 16:42
Project : 021576

RESERVES AND PRODUCTION FORECAST

Heavy Oil
Mbbl
# of Price Pool Company Share
Year Wells $/bbl bbl/d Vol Gross Net
2013 5 113.30 1605 98 44 36
2014 9 109.10 3949 1441 649 529
2015 10 106.91 4592 1676 754 611
2016 10 109.06 3190 1168 525 426
2017 10 111.88 2701 986 444 358
2018 7 114.86 2356 860 387 312
2019 7 118.32 2119 773 348 281
2020 7 120.69 1878 687 309 249
2021 7 123.10 1721 628 283 228
2022 7 125.56 1515 553 249 201
2023 6 128.07 1379 503 227 183
2024 6 130.62 1253 459 206 166
2025 6 133.24 1155 421 190 153
2026 6 135.90 1068 390 175 141
2027 6 138.62 984 359 162 130
SUB 11003 4951 4003
REM 2407 1083 873
TOT 13410 6034 4876

COMPANY SHARE FUTURE NET REVENUE

Working Interest Royalty FR After Future
Future Revenue (FR) Revenue Royalties Operating Costs Roy. & Proc & Net Revenue
Oper. Net Other Capital Aband
Oil Total Total Fixed Var Costs Back Income Costs Costs Undisc 10.0%
Year MM$ MM$ MM$ MM$ % MM$ MM$ $/bbl MM$ $/bbl MM$ MM$ MM$ MM$ MM$
2013 5 5 - 1 27.9 1 0 16.92 3 64.72 - - - 3 3
2014 71 71 - 20 28.8 6 3 12.61 42 65.12 - 36 - 6 5
2015 81 81 - 20 24.6 8 3 14.45 50 66.13 - - - 50 43
2016 57 57 - 14 24.8 8 2 19.33 33 62.67 - - - 33 26
2017 50 50 - 12 23.1 7 2 19.76 29 66.28 - - - 29 21
2018 44 44 - 10 23.1 6 2 19.78 27 68.60 - - - 27 17
2019 41 41 - 10 23.1 6 2 21.92 24 69.08 - - - 24 14
2020 37 37 - 9 23.1 6 1 24.58 21 68.17 - - - 21 11
2021 35 35 - 8 23.2 6 1 26.99 19 67.56 - - - 19 9
2022 31 31 - 7 23.2 6 1 27.94 17 68.51 - - - 17 8
2023 29 29 - 7 23.2 6 1 29.35 16 69.03 - - - 16 6
2024 27 27 - 6 23.2 6 1 32.36 14 67.90 - - - 14 5
2025 25 25 - 6 23.3 6 1 35.48 13 66.71 - - - 13 4
2026 24 24 - 6 23.4 6 1 38.69 12 65.48 - - - 12 3
2027 22 22 - 5 23.4 6 1 42.39 10 63.77 - - - 10 3
SUB 580 580 - 141 24.3 88 22 22.20 329 66.49 - 36 - 293 178
REM 167 167 - 39 23.6 59 6 59.92 62 57.44 - - - 62 11
TOT 746 746 - 180 24.1 146 29 28.97 391 64.87 - 36 - 355 189

NET PRESENT VALUE (MM$) - BT

Discount Rate 0.0% 5.0% 8.0% 10.0% 15.0% 20.0% 25.0%
FR After Roy & Oper . 391 284 244 223 184 157 138
Proc & Other Income . - - - - - - -
Capital Costs . . . . 36 35 35 34 34 33 32
Abandonment Costs . . - - - - - - -
Future Net Revenue. . 355 249 209 189 151 125 106

These data accompany the report of DeGolyer and MacNaughton and are subject to its specific conditions.

456
 Table 5D
Summary of Production and Future Net Revenue - Total Company Non-Associated Sales Gas
Total Proved + Probable + Possible
Seplat Petroleum Development Company Plc
Effective as of October 31, 2013
Forecast Price Case

Value Navigator 6.1.4.53

Run Date : Jan 27, 14 16:42
Project : 021576

RESERVES AND PRODUCTION FORECAST

Non-Associated Sales Gas
MMcf
# of Price Pool Company Share
Year Wells $/Mcf Mcf/d Vol Gross Net
2013 8 1.50 92134 5620 2529 2352
2014 19 1.95 116792 42629 19183 17840
2015 23 1.96 110918 40485 18218 16943
2016 26 2.32 178004 65150 29317 27265
2017 27 2.37 184564 67366 30315 28193
2018 29 2.43 191151 69770 31397 29199
2019 29 2.48 196946 71885 32348 30084
2020 29 2.53 202109 73972 33287 30957
2021 29 2.59 206800 75482 33967 31589
2022 29 2.64 210743 76921 34615 32192
2023 31 2.70 214295 78218 35198 32734
2024 32 2.76 217397 79567 35805 33299
2025 33 2.82 219161 79994 35997 33477
2026 34 2.87 222004 81031 36464 33912
2027 32 2.93 224544 81959 36881 34300
SUB 990048 445522 414335
REM 281879 126846 117966
TOT 1271927 572367 532302

COMPANY SHARE FUTURE NET REVENUE

Working Interest Royalty FR After Future
Future Revenue (FR) Revenue Royalties Operating Costs Roy. & Proc & Net Revenue
Oper. Net Other Capital Aband
Gas Total Total Fixed Var Costs Back Income Costs Costs Undisc 10.0%
Year MM$ MM$ MM$ MM$ % MM$ MM$ $/Mcf MM$ $/Mcf MM$ MM$ MM$ MM$ MM$
2013 4 4 - 2 43.3 1 0 0.41 1 0.44 - 26 - -25 -25
2014 37 37 - 11 30.5 9 3 0.66 13 0.69 - 63 - -50 -48
2015 36 36 - 9 24.4 13 3 0.88 11 0.60 - 35 - -24 -21
2016 68 68 - 11 15.7 15 5 0.68 37 1.27 - 11 - 27 21
2017 72 72 - 9 12.5 17 5 0.72 41 1.36 - 10 - 31 22
2018 76 76 - 10 12.7 18 5 0.74 43 1.38 - 19 - 24 16
2019 80 80 - 10 12.1 20 5 0.77 46 1.41 - 10 - 36 21
2020 84 84 - 10 11.5 19 5 0.73 50 1.51 - 10 - 40 21
2021 88 88 - 9 10.5 20 5 0.74 54 1.58 - - - 54 26
2022 91 91 - 10 10.5 21 5 0.75 56 1.62 - 17 - 39 17
2023 95 95 - 10 10.1 23 5 0.79 58 1.64 - 13 - 45 18
2024 99 99 - 10 9.9 25 5 0.84 59 1.65 - 13 - 46 16
2025 102 102 - 10 10.1 27 5 0.88 60 1.65 - 29 - 31 10
2026 105 105 - 10 9.6 30 5 0.95 60 1.64 - 14 - 46 14
2027 108 108 - 10 9.1 29 5 0.92 64 1.74 - - - 64 18
SUB 1145 1145 - 139 12.1 287 66 0.79 653 1.47 - 269 - 384 125
REM 392 392 - 39 9.9 104 18 0.96 231 1.82 - 12 18 201 44
TOT 1537 1537 - 178 11.6 391 84 0.83 885 1.55 - 281 18 585 169

NET PRESENT VALUE (MM$) - BT

Discount Rate 0.0% 5.0% 8.0% 10.0% 15.0% 20.0% 25.0%
FR After Roy & Oper . 885 545 423 362 255 189 146
Proc & Other Income . - - - - - - -
Capital Costs . . . . 281 224 201 189 166 150 138
Abandonment Costs . . 18 7 4 3 1 1 0
Future Net Revenue. . 585 314 217 169 88 39 8

These data accompany the report of DeGolyer and MacNaughton and are subject to its specific conditions.

457
 Table 5E
Summary of Production and Future Net Revenue - Total Company Solution Gas
Total Proved + Probable + Possible
Seplat Petroleum Development Company Plc
Effective as of October 31, 2013
Forecast Price Case

Value Navigator 6.1.4.53

Run Date : Jan 27, 14 16:43
Project : 021576

RESERVES AND PRODUCTION FORECAST

Solution Gas
MMcf
# of Price Pool Company Share
Year Wells $/Mcf Mcf/d Vol Gross Net
2013 - 1.51 - 2493 1122 1043
2014 - 1.96 - 20975 9439 8778
2015 - 1.97 - 22591 10166 9454
2016 - 2.33 - 21236 9556 8887
2017 - 2.38 - 18950 8527 7930
2018 - 2.44 - 16716 7522 6996
2019 - 2.49 - 14747 6636 6171
2020 - 2.54 - 13046 5871 5460
2021 - 2.60 - 11480 5166 4804
2022 - 2.65 - 10092 4541 4224
2023 - 2.71 - 8956 4030 3748
2024 - 2.78 - 8000 3600 3348
2025 - 2.84 - 7050 3172 2950
2026 - 2.89 - 6182 2782 2587
2027 - 2.95 - 5429 2443 2272
SUB 187942 84574 78654
REM 30064 13529 12582
TOT 218006 98103 91235

COMPANY SHARE FUTURE NET REVENUE

Working Interest Royalty FR After Future
Future Revenue (FR) Revenue Royalties Operating Costs Roy. & Proc & Net Revenue
Oper. Net Other Capital Aband
Gas Total Total Fixed Var Costs Back Income Costs Costs Undisc 10.0%
Year MM$ MM$ MM$ MM$ % MM$ MM$ $/Mcf MM$ $/Mcf MM$ MM$ MM$ MM$ MM$
2013 2 2 - 0 7.0 - - - 2 1.40 - - - 2 2
2014 19 19 - 1 7.0 - - - 17 1.82 - - - 17 16
2015 20 20 - 1 7.0 - - - 19 1.83 - - - 19 16
2016 22 22 - 2 7.0 - - - 21 2.17 - - - 21 16
2017 20 20 - 1 7.0 - - - 19 2.22 - - - 19 13
2018 18 18 - 1 7.0 - - - 17 2.27 - - - 17 11
2019 17 17 - 1 7.0 - - - 15 2.32 - - - 15 9
2020 15 15 - 1 7.0 - - - 14 2.37 - - - 14 7
2021 14 14 - 1 7.0 - - - 13 2.42 - - - 13 6
2022 12 12 - 1 7.0 - - - 11 2.47 - - - 11 5
2023 11 11 - 1 7.0 - - - 10 2.52 - - - 10 4
2024 10 10 - 1 7.0 - - - 9 2.58 - - - 9 3
2025 9 9 - 1 7.0 - - - 8 2.64 - - - 8 3
2026 8 8 - 1 7.0 - - - 8 2.68 - - - 8 2
2027 7 7 - 1 7.0 - - - 7 2.74 - - - 7 2
SUB 203 203 - 14 7.0 - - - 189 2.24 - - - 189 116
REM 44 44 - 3 7.0 - - - 41 3.01 - - - 41 7
TOT 247 247 - 17 7.0 - - - 230 2.34 - - - 230 123

NET PRESENT VALUE (MM$) - BT

Discount Rate 0.0% 5.0% 8.0% 10.0% 15.0% 20.0% 25.0%
FR After Roy & Oper . 230 162 136 123 99 82 71
Proc & Other Income . - - - - - - -
Capital Costs . . . . - - - - - - -
Abandonment Costs . . - - - - - - -
Future Net Revenue. . 230 162 136 123 99 82 71

These data accompany the report of DeGolyer and MacNaughton and are subject to its specific conditions.

458
 Table 5F
Summary of Production and Future Net Revenue - Total Company Condensate
Total Proved + Probable + Possible
Seplat Petroleum Development Company Plc
Effective as of October 31, 2013
Forecast Price Case

Value Navigator 6.1.4.53

Run Date : Jan 27, 14 16:43
Project : 021576

RESERVES AND PRODUCTION FORECAST

Condensate
Mbbl
# of Price Pool Company Share
Year Wells $/bbl bbl/d Vol Gross Net
2013 - 113.25 - 189 85 70
2014 - 109.07 - 1887 849 693
2015 - 106.89 - 2199 990 802
2016 - 109.03 - 2202 991 803
2017 - 111.86 - 2051 923 744
2018 - 114.83 - 1918 863 695
2019 - 118.30 - 1802 811 654
2020 - 120.67 - 1662 748 603
2021 - 123.08 - 1490 670 540
2022 - 125.54 - 1341 603 486
2023 - 128.05 - 1225 551 444
2024 - 130.61 - 1129 508 409
2025 - 133.22 - 1045 470 379
2026 - 135.89 - 968 435 351
2027 - 138.61 - 910 410 330
SUB 22017 9908 8003
REM 4738 2132 1719
TOT 26756 12040 9722

COMPANY SHARE FUTURE NET REVENUE

Working Interest Royalty FR After Future
Future Revenue (FR) Revenue Royalties Operating Costs Roy. & Proc & Net Revenue
Oper. Net Other Capital Aband
Condensate Total Total Fixed Var Costs Back Income Costs Costs Undisc 10.0%
Year MM$ MM$ MM$ MM$ % MM$ MM$ $/bbl MM$ $/bbl MM$ MM$ MM$ MM$ MM$
2013 10 10 - 2 18.4 - - - 8 92.41 - - - 8 8
2014 93 93 - 17 18.4 - - - 76 89.00 - - - 76 71
2015 106 106 - 20 19.0 - - - 86 86.58 - - - 86 73
2016 108 108 - 21 19.0 - - - 88 88.32 - - - 88 68
2017 103 103 - 20 19.4 - - - 83 90.16 - - - 83 59
2018 99 99 - 19 19.4 - - - 80 92.56 - - - 80 51
2019 96 96 - 19 19.4 - - - 77 95.35 - - - 77 45
2020 90 90 - 18 19.4 - - - 73 97.26 - - - 73 39
2021 83 83 - 16 19.4 - - - 67 99.20 - - - 67 32
2022 76 76 - 15 19.4 - - - 61 101.18 - - - 61 27
2023 71 71 - 14 19.4 - - - 57 103.21 - - - 57 23
2024 66 66 - 13 19.4 - - - 54 105.27 - - - 54 19
2025 63 63 - 12 19.4 - - - 51 107.38 - - - 51 17
2026 59 59 - 12 19.4 - - - 48 109.52 - - - 48 14
2027 57 57 - 11 19.4 - - - 46 111.72 - - - 46 12
SUB 1178 1178 - 227 19.2 - - - 952 96.05 - - - 952 557
REM 322 322 - 62 19.4 - - - 259 121.66 - - - 259 48
TOT 1500 1500 - 289 19.3 - - - 1211 100.59 - - - 1211 605

NET PRESENT VALUE (MM$) - BT

Discount Rate 0.0% 5.0% 8.0% 10.0% 15.0% 20.0% 25.0%
FR After Roy & Oper . 1211 821 678 605 475 390 330
Proc & Other Income . - - - - - - -
Capital Costs . . . . - - - - - - -
Abandonment Costs . . - - - - - - -
Future Net Revenue. . 1211 821 678 605 475 390 330

These data accompany the report of DeGolyer and MacNaughton and are subject to its specific conditions.

459
 Table 5G
Summary of Production and Future Net Revenue - Total Company
Total Proved + Probable + Possible
Seplat Petroleum Development Company Plc
Effective as of October 31, 2013
Forecast Price Case
Avg. WI : 45.00%
Avg. Roy : 18.01% Value Navigator 6.1.4.53
Avg. Prod. Taxes : 4.00% Run Date : Jan 27, 14 16:46
Project : 021576

RESERVES AND PRODUCTION FORECAST

Light&Med Oil Heavy Oil Sales Gas
Mbbl Mbbl Bcf
# of Price Pool Company Share Price Pool Company Share Price Pool Company Share
Year Wells $/bbl bbl/d Vol Gross Net $/bbl bbl/d Vol Gross Net $/Mcf Mcf/d Vol Gross Net
2013 67 113.10 51255 3127 1407 1148 113.30 1605 98 44 36 1.50 132996 8 4 3
2014 112 108.95 71877 26235 11806 9634 109.10 3949 1441 649 529 1.95 174256 64 29 27
2015 124 106.78 74614 27234 12255 9927 106.91 4592 1676 754 611 1.96 172811 63 28 26
2016 129 108.92 69840 25562 11503 9317 109.06 3190 1168 525 426 2.32 236027 86 39 36
2017 131 111.73 62268 22728 10228 8243 111.88 2701 986 444 358 2.37 236480 86 39 36
2018 131 114.70 55138 20125 9056 7300 114.86 2356 860 387 312 2.43 236949 86 39 36
2019 131 118.16 48259 17615 7927 6389 118.32 2119 773 348 281 2.48 237348 87 39 36
2020 131 120.52 41818 15305 6887 5551 120.69 1878 687 309 249 2.53 237754 87 39 36
2021 130 122.93 36078 13169 5926 4776 123.10 1721 628 283 228 2.59 238250 87 39 36
2022 129 125.39 31300 11425 5141 4144 125.56 1515 553 249 201 2.64 238393 87 39 36
2023 129 127.90 27693 10108 4549 3666 128.07 1379 503 227 183 2.70 238833 87 39 36
2024 128 130.45 24530 8978 4040 3256 130.62 1253 459 206 166 2.76 239255 88 39 37
2025 124 133.05 21278 7767 3495 2817 133.24 1155 421 190 153 2.82 238475 87 39 36
2026 123 135.71 18584 6783 3052 2460 135.90 1068 390 175 141 2.87 238940 87 39 36
2027 115 138.43 16147 5894 2652 2138 138.62 984 359 162 130 2.93 239418 87 39 37
SUB 222053 99924 80766 11003 4951 4003 1178 530 493
REM 31583 14212 11455 2407 1083 873 312 140 131
TOT 253636 114136 92221 13410 6034 4876 1490 670 624
Condensate Butane Propane Ethane Sulphur
Mbbl Mbbl Mbbl Mbbl LT
Price Company Share Price Company Share Price Company Share Price Company Share Price Company Share
Year $/bbl Gross Net $/bbl Gross Net $/bbl Gross Net $/bbl Gross Net $/LT Gross Net
2013 113.25 85 70 - - - - - - - - - - - -
2014 109.07 849 693 - - - - - - - - - - - -
2015 106.89 990 802 - - - - - - - - - - - -
2016 109.03 991 803 - - - - - - - - - - - -
2017 111.86 923 744 - - - - - - - - - - - -
2018 114.83 863 695 - - - - - - - - - - - -
2019 118.30 811 654 - - - - - - - - - - - -
2020 120.67 748 603 - - - - - - - - - - - -
2021 123.08 670 540 - - - - - - - - - - - -
2022 125.54 603 486 - - - - - - - - - - - -
2023 128.05 551 444 - - - - - - - - - - - -
2024 130.61 508 409 - - - - - - - - - - - -
2025 133.22 470 379 - - - - - - - - - - - -
2026 135.89 435 351 - - - - - - - - - - - -
2027 138.61 410 330 - - - - - - - - - - - -
SUB 9908 8003 - - - - - - - -
REM 2132 1719 - - - - - - - -
TOT 12040 9722 - - - - - - - -

COMPANY SHARE FUTURE NET REVENUE

Working Interest Royalty FR After Future
Future Revenue (FR) Revenue Royalties Prod. Taxes Oper Costs Roy. & Proc & Net Revenue
Sales Pipe NDDC Oper. Net Other Cap'l Aband
Oil Gas NGLs Total State Other Losses Levy Fixed Var Costs Back Income Costs Costs Undisc 10.0%
Year MM$ MM$ MM$ MM$ MM$ MM$ MM$ MM$ MM$ MM$ MM$ MM$ $/BOE MM$ MM$ MM$ MM$ MM$
2013 164 6 10 179 - 32 - 14 2 11 6 115 52.85 - 44 - 70 70
2014 1357 56 93 1506 - 271 - 116 12 85 53 970 53.16 - 293 - 676 630
2015 1389 56 106 1551 - 288 - 75 8 102 56 1022 54.11 - 128 - 894 765
2016 1310 90 108 1509 - 276 - 71 5 113 54 990 50.17 - 25 - 965 749
2017 1192 92 103 1388 - 258 - 39 5 117 50 920 50.31 - 36 - 885 625
2018 1083 95 99 1277 - 236 - 36 4 119 45 837 49.17 - 19 - 818 525
2019 978 97 96 1171 - 215 - 32 4 123 41 756 47.79 - 11 - 745 434
2020 867 99 90 1057 - 193 - 29 4 124 37 671 45.62 - 10 1 660 350
2021 763 101 83 947 - 171 - 25 4 126 33 588 43.12 - - - 588 283
2022 676 103 76 855 - 153 - 23 4 129 30 517 40.56 - 17 - 500 219
2023 611 106 71 787 - 140 - 20 4 132 28 463 38.33 - 18 - 445 177
2024 554 109 66 729 - 128 - 19 4 136 26 417 36.12 - 13 - 404 146
2025 490 111 63 663 - 115 - 17 4 139 23 366 33.50 - 29 - 337 111
2026 438 113 59 610 - 104 - 15 4 142 22 323 31.00 - 14 - 310 93
2027 390 115 57 562 - 95 - 13 3 139 20 291 29.09 - - - 291 79
SUB 12263 1348 1178 14790 - 2674 - 543 69 1736 524 9243 44.80 - 657 1 8586 5255
REM 2326 436 322 3083 - 544 - 79 24 1277 107 1052 25.30 - 12 112 928 203
TOT 14589 1784 1500 17873 - 3218 - 622 93 3013 631 10295 41.50 - 669 112 9514 5458

NET PRESENT VALUE (MM$) - BT PROFITABILITY BT

Discount Rate 0.0% 5.0% 8.0% 10.0% 15.0% 20.0% 25.0%
Rate of Return (%) . . . . . -
FR After Roy & Oper . 10295 7637 6572 6005 4930 4180 3631 Profit Index (undisc). . . . 14.214
Proc & Other Income . - - - - - - - (disc @ 10.0%). 10.218
Capital Costs . . . . 669 589 554 534 494 464 439 Total Payout (years) . . . . 1.12
Abandonment Costs . . 112 35 18 12 4 2 1 Cost of Finding ($/BOE). . . 2.74
Future Net Revenue. . 9514 7012 6000 5458 4431 3714 3191 NPV @ 10% ($/BOE). . . . . . 22.37

These data accompany the report of DeGolyer and MacNaughton and are subject to its specific conditions.

460
DeGolyer and MacNaughton Canada Limited

INDEX

CORPORATE SUMMARIES – FORECAST PRICE CASE

CONTINGENT RESOURCES BASE CASE
1C Contingent Resources
Table 1A –Summary of Resources – Total Company
Table 1G –Summary of Production and Future Net Costs – Total Company
2C Contingent Resources
Table 2A –Summary of Resources– Total Company
Table 2G –Summary of Production and Future Net Revenue – Total Company
3C Contingent Resources
Table 3A –Summary of Resources – Total Company
Table 3G –Summary of Production and Future Net Revenue – Total Company

461
 Table 1A
Summary of Resources - Total Company

1C Contingent Resources
Seplat Petroleum Development Compan

Effective as of October 31, 2013

Forecast Price Case

Value Navigator 6.1.4.53

Run Date : Jan 14, 14 19:42
Project : 021576
Current
Resource Avg. Light&Med Oil Heavy Oil Sales Gas NGLs Total BOE
Well Zone Cat. WI % Gross Net Gross Net Gross Net Gross Net Gross Net
Mbbl Mbbl Mbbl Mbbl MMcf MMcf Mbbl Mbbl Mbbl Mbbl
Nigeria

Delta State
4165 3357 - - 5190 4827 140 113 5199 4302
OBEN RESOURCE
- - - - - - - - - -
OKOPORO AND UBALEME RESOURCE

6941 5603 - - 14687 13659 479 387 9952 8345
OROGHO RESOURCE

OVHOR RESOURCE - - - - - - - - - -

SAPELE RESOURCE 4705 3792 2998 2420 9505 8840 413 333 9755 8069

Total Company 15810 12752 2998 2420 29382 27325 1032 832 24906 20715

These data accompany the report of DeGolyer and MacNaughton and are subject to its specific conditions.

462
 Table 1G
Summary of Production and Future Net - Total Company
1C
Contingent Resources
Seplat Petroleum Development Company
Effective as of October 31, 2013
Forecast Price Case
Avg. WI : 45.00%
Avg. Roy : 18.98% Value Navigator 6.1.4.53
Avg. Prod. Taxes : 3.90% Run Date : Jan 14, 14 19:45
Project : 021576

RESOURCES AND PRODUCTION FORECAST

Light&Med Oil Heavy Oil Sales Gas
Mbbl Mbbl MMcf
# of Price Pool Company Share Price Pool Company Share Price Pool Company Share
Year Wells $/bbl bbl/d Vol Gross Net $/bbl bbl/d Vol Gross Net $/Mcf Mcf/d Vol Gross Net
2013 - - - - - - - - - - - - - - - -
2014 6 109.10 2692 982 442 361 - - - - - 2.18 5696 2079 936 870
2015 12 106.91 3546 1294 582 472 106.91 1628 594 267 217 2.22 7562 2760 1242 1155
2016 15 109.06 3441 1260 567 459 109.06 3576 1309 589 477 2.27 7386 2703 1216 1131
2017 19 111.88 5321 1942 874 704 111.88 2880 1051 473 381 2.30 10699 3905 1757 1634
2018 28 114.86 12830 4683 2107 1699 114.86 2406 878 395 319 2.35 24210 8837 3977 3698
2019 31 118.32 15025 5484 2468 1989 118.32 1971 719 324 261 2.40 27983 10214 4596 4274
2020 31 120.69 11871 4345 1955 1576 120.69 1570 574 259 208 2.44 21972 8042 3619 3365
2021 30 123.10 9413 3436 1546 1246 123.10 1233 450 203 163 2.50 17308 6317 2843 2644
2022 30 125.56 7494 2735 1231 992 125.56 1044 381 171 138 2.55 13685 4995 2248 2090
2023 30 128.07 5919 2160 972 784 128.07 885 323 145 117 2.60 10712 3910 1759 1636
2024 27 130.62 4683 1714 771 622 130.62 574 210 95 76 2.65 8387 3070 1381 1285
2025 23 133.24 3604 1316 592 477 133.24 95 35 16 13 2.71 6371 2325 1046 973
2026 20 135.90 2840 1037 466 376 135.90 79 29 13 11 2.76 4985 1819 819 761
2027 19 138.62 2191 800 360 290 138.62 77 28 13 10 2.82 3766 1375 619 575
SUB 33188 14935 12046 6582 2962 2391 62351 28058 26094
REM 1946 876 706 80 36 29 2942 1324 1231
TOT 35134 15810 12752 6662 2998 2420 65293 29382 27325
Condensate Butane Propane Ethane Sulphur
Mbbl Mbbl Mbbl Mbbl LT
Price Company Share Price Company Share Price Company Share Price Company Share Price Company Share
Year $/bbl Gross Net $/bbl Gross Net $/bbl Gross Net $/bbl Gross Net $/LT Gross Net
2013 - - - - - - - - - - - - - - -
2014 109.10 31 25 - - - - - - - - - - - -
2015 106.91 41 33 - - - - - - - - - - - -
2016 109.06 40 32 - - - - - - - - - - - -
2017 111.88 65 52 - - - - - - - - - - - -
2018 114.86 145 117 - - - - - - - - - - - -
2019 118.32 167 134 - - - - - - - - - - - -
2020 120.69 130 105 - - - - - - - - - - - -
2021 123.10 101 82 - - - - - - - - - - - -
2022 125.56 79 64 - - - - - - - - - - - -
2023 128.07 61 50 - - - - - - - - - - - -
2024 130.62 48 39 - - - - - - - - - - - -
2025 133.24 36 29 - - - - - - - - - - - -
2026 135.90 28 22 - - - - - - - - - - - -
2027 138.62 21 17 - - - - - - - - - - - -
SUB 991 800 - - - - - - - -
REM 41 33 - - - - - - - -
TOT 1032 832 - - - - - - - -

COMPANY SHARE FUTURE NET

Prod. Taxes
Oper Costs

Pipe Cap'l Aband
Losses Fixed Var Costs Costs
Year MM$ MM$ MM$ MM$ MM$
2013 - - - - -
2014 4 2 2 16 -
2015 5 4 4 48 -
2016 7 8 5 - -
2017 5 10 6 55 -
2018 9 17 11 84 -
2019 11 23 13 - -
2020 9 23 10 - -
2021 7 23 8 - -
2022 6 24 7 - -
2023 5 23 6 - -
2024 4 22 4 - -
2025 3 18 3 - -
2026 2 17 3 - -
2027 2 16 2 - -
SUB 75 230 84 203 -
REM 4 61 5 - 14
TOT 79 291 89 203 14

These data accompany the report of DeGolyer and MacNaughton and are subject to its specific conditions.

463
 Table 2A
Summary of Resources - Total Company

2C Contingent Resources
Seplat Petroleum Development Company

Effective as of October 31, 2013

Forecast Price Case

Value Navigator 6.1.4.53

Run Date : Jan 14, 14 19:42
Project : 021576
Current
Resource Avg. Light&Med Oil Heavy Oil Sales Gas NGLs Total BOE
Well Zone Cat. WI % Gross Net Gross Net Gross Net Gross Net Gross Net
Mbbl Mbbl Mbbl Mbbl MMcf MMcf Mbbl Mbbl Mbbl Mbbl
Nigeria

Delta State
- - - - 20896 19433 1181 952 4784 4302
AMUKPE RESOURCE
5392 4346 - - 28579 26578 318 256 10637 9185
OBEN RESOURCE

OKOPORO AND UBALEME RESOURCE
3785 3055 - - 420 391 - - 3857 3122

OKWEFE RESOURCE 2692 2170 - - 2477 2303 81 65 3200 2632

OROGHO RESOURCE 9264 7477 - - 33159 30838 695 561 15676 13354

OVHOR RESOURCE 544 439 - - 82 76 - - 558 452

SAPELE RESOURCE 6593 5314 29092 23457 19080 17744 830 669 39804 32499

Total Company 28270 22800 29092 23457 104691 97363 3105 2503 78517 65547

These data accompany the report of DeGolyer and MacNaughton and are subject to its specific conditions.

464
 Table 2G
Summary of Production and Future Net - Total Company
2C
Contingent Resources
Seplat Petroleum Development Company
Effective as of October 31, 2013
Forecast Price Case
Avg. WI : 39.83%
Avg. Roy : 18.94% Value Navigator 6.1.4.53
Avg. Prod. Taxes : 3.78% Run Date : Jan 14, 14 19:45
Project : 021576

RESOURCES AND PRODUCTION FORECAST

Light&Med Oil Heavy Oil Sales Gas
Mbbl Mbbl MMcf
# of Price Pool Company Share Price Pool Company Share Price Pool Company Share
Year Wells $/bbl bbl/d Vol Gross Net $/bbl bbl/d Vol Gross Net $/Mcf Mcf/d Vol Gross Net
2013 - - - - - - - - - - - - - - - -
2014 6 109.10 2937 1072 482 394 - - - - - 2.18 6214 2268 1021 949
2015 15 106.91 6057 2211 995 806 106.91 3032 1107 498 403 2.22 9386 3426 1542 1434
2016 24 109.06 7939 2906 1308 1059 109.06 10531 3854 1734 1405 2.27 11258 4120 1854 1724
2017 38 111.88 10953 3998 1591 1283 111.88 19006 6937 3122 2516 2.30 18429 6727 2836 2637
2018 61 114.86 26163 9550 3252 2621 114.86 22364 8163 3673 2961 2.35 58975 21526 8725 8114
2019 69 118.32 33601 12265 3963 3194 118.32 18265 6667 3000 2418 2.40 69605 25406 10001 9301
2020 73 120.69 27529 10076 3270 2636 120.69 15926 5829 2623 2114 2.44 59390 21737 8619 8016
2021 75 123.10 22210 8107 2650 2136 123.10 13274 4845 2180 1757 2.49 61713 22525 9218 8573
2022 76 125.56 17960 6556 2159 1740 125.56 10861 3964 1784 1438 2.54 64106 23399 9801 9115
2023 76 128.07 14555 5313 1764 1421 128.07 8992 3282 1477 1190 2.59 57182 20871 8815 8198
2024 76 130.62 11799 4319 1445 1165 130.62 7366 2696 1213 978 2.64 47024 17211 7286 6776
2025 73 133.24 9535 3480 1172 945 133.24 5697 2079 936 754 2.70 32339 11804 4949 4603
2026 67 135.90 7712 2815 955 769 135.90 4770 1741 783 631 2.75 25223 9206 3856 3586
2027 63 138.62 6256 2284 780 629 138.62 4116 1502 676 545 2.81 20526 7492 3144 2924
SUB 74948 25785 20797 52667 23700 19111 197717 81666 75950
REM 6866 2485 2003 11982 5392 4346 52402 23025 21413
TOT 81814 28270 22800 64649 29092 23457 250119 104691 97363
Condensate Butane Propane Ethane Sulphur
Mbbl Mbbl Mbbl Mbbl LT
Price Company Share Price Company Share Price Company Share Price Company Share Price Company Share
Year $/bbl Gross Net $/bbl Gross Net $/bbl Gross Net $/bbl Gross Net $/LT Gross Net
2013 - - - - - - - - - - - - - - -
2014 109.10 33 27 - - - - - - - - - - - -
2015 106.91 50 40 - - - - - - - - - - - -
2016 109.06 61 50 - - - - - - - - - - - -
2017 111.88 106 85 - - - - - - - - - - - -
2018 114.86 231 186 - - - - - - - - - - - -
2019 118.32 266 214 - - - - - - - - - - - -
2020 120.69 235 189 - - - - - - - - - - - -
2021 123.10 246 199 - - - - - - - - - - - -
2022 125.56 274 221 - - - - - - - - - - - -
2023 128.07 279 225 - - - - - - - - - - - -
2024 130.62 264 213 - - - - - - - - - - - -
2025 133.24 222 179 - - - - - - - - - - - -
2026 135.90 184 149 - - - - - - - - - - - -
2027 138.62 150 121 - - - - - - - - - - - -
SUB 2603 2099 - - - - - - - -
REM 502 404 - - - - - - - -
TOT 3105 2503 - - - - - - - -

COMPANY SHARE FUTURE NET

Prod. Taxes
Oper Costs

Pipe Cap'l Aband
Losses Fixed Var Costs Costs
Year MM$ MM$ MM$ MM$ MM$
2013 - - - - -
2014 5 2 2 42 -
2015 8 5 6 152 -
2016 17 13 13 76 -
2017 16 22 20 120 -
2018 25 38 31 161 -
2019 26 50 32 23 -
2020 22 55 28 34 -
2021 19 58 23 25 -
2022 16 61 20 11 -
2023 14 63 17 7 -
2024 12 63 14 - -
2025 9 58 11 - -
2026 8 54 9 - -
2027 7 54 8 - -
SUB 202 596 234 650 -
REM 41 474 51 13 87
TOT 243 1071 285 663 87

These data accompany the report of DeGolyer and MacNaughton and are subject to its specific conditions.

465
 Table 3A
Summary of Resources - Total Company

3C Contingent Resources
Seplat Petroleum Development Company

Effective as of October 31, 2013

Forecast Price Case

Value Navigator 6.1.4.53

Run Date : Jan 14, 14 19:42
Project : 021576
Current
Resource Avg. Light&Med Oil Heavy Oil Sales Gas NGLs Total BOE
Well Zone Cat. WI % Gross Net Gross Net Gross Net Gross Net Gross Net
Mbbl Mbbl Mbbl Mbbl MMcf MMcf Mbbl Mbbl Mbbl Mbbl
Nigeria

Delta State
- - - - 23540 21893 1331 1072 5389 4847
AMUKPE RESOURCE
2322 1872 - - 1103 1026 - - 2512 2049
MOSOGAR RESOURCE
6697 5398 - - 32680 30392 384 309 12715 10947
OBEN RESOURCE

OKOPORO AND UBALEME RESOURCE
4908 3960 - - 541 503 - - 5001 4046

OKWEFE RESOURCE 4706 3793 - - 5850 5440 191 154 5905 4885

OROGHO RESOURCE 11584 9348 - - 49301 45850 902 727 20986 17980

OVHOR RESOURCE 656 529 - - 98 91 - - 673 544

SAPELE RESOURCE 45666 36806 37004 29836 68798 63982 2991 2411 97522 80084

Total Company 76539 61705 37004 29836 181911 169177 5798 4674 150704 125383

These data accompany the report of DeGolyer and MacNaughton and are subject to its specific conditions.

466
 Table 3G
Summary of Production and Future Net - Total Company
3C
Contingent Resources
Seplat Petroleum Development Company
Effective as of October 31, 2013
Forecast Price Case
Avg. WI : 40.02%
Avg. Roy : 19.00% Value Navigator 6.1.4.53
Avg. Prod. Taxes : 3.61% Run Date : Jan 14, 14 19:45
Project : 021576

RESOURCES AND PRODUCTION FORECAST

Light&Med Oil Heavy Oil Sales Gas
Mbbl Mbbl MMcf
# of Price Pool Company Share Price Pool Company Share Price Pool Company Share
Year Wells $/bbl bbl/d Vol Gross Net $/bbl bbl/d Vol Gross Net $/Mcf Mcf/d Vol Gross Net
2013 - - - - - - - - - - - - - - - -
2014 6 109.10 3000 1095 493 402 - - - - - 2.18 6348 2317 1043 970
2015 15 106.91 6331 2311 1040 842 106.91 3565 1301 585 474 2.22 9997 3649 1642 1527
2016 24 109.06 8494 3109 1399 1133 109.06 12325 4511 2030 1644 2.27 12277 4493 2022 1880
2017 38 111.88 12274 4480 1808 1457 111.88 22228 8113 3651 2943 2.30 19788 7223 3059 2845
2018 81 114.86 47745 17427 6599 5319 114.86 26136 9540 4293 3460 2.35 83855 30607 12629 11745
2019 93 118.32 73480 26820 10019 8075 118.32 21084 7696 3463 2791 2.40 114446 41773 16912 15728
2020 98 120.69 66146 24209 8935 7201 120.69 18695 6843 3079 2482 2.44 103339 37822 15217 14152
2021 101 123.10 56439 20600 7583 6112 123.10 16348 5967 2685 2164 2.49 101895 37192 15184 14121
2022 102 125.56 47614 17379 6424 5177 125.56 14052 5129 2308 1860 2.54 99736 36404 15096 14040
2023 100 128.07 38206 13945 5118 4125 128.07 11897 4342 1954 1575 2.59 88313 32234 13440 12499
2024 95 130.62 32188 11781 4338 3497 130.62 9970 3649 1642 1324 2.64 75804 27744 11599 10787
2025 94 133.24 27277 9956 3682 2968 133.24 7931 2895 1303 1050 2.70 61195 22336 9317 8665
2026 87 135.90 23123 8440 3134 2526 135.90 6864 2505 1127 909 2.75 46316 16905 6997 6507
2027 85 138.62 19584 7148 2664 2147 138.62 6014 2195 988 796 2.81 39435 14394 5969 5551
SUB 168701 63236 50983 64686 29109 23472 315093 130126 121017
REM 34581 13303 10722 17545 7895 6364 130419 51784 48159
TOT 203282 76539 61705 82231 37004 29836 445512 181911 169177
Condensate Butane Propane Ethane Sulphur
Mbbl Mbbl Mbbl Mbbl LT
Price Company Share Price Company Share Price Company Share Price Company Share Price Company Share
Year $/bbl Gross Net $/bbl Gross Net $/bbl Gross Net $/bbl Gross Net $/LT Gross Net
2013 - - - - - - - - - - - - - - -
2014 109.10 34 28 - - - - - - - - - - - -
2015 106.91 53 43 - - - - - - - - - - - -
2016 109.06 67 54 - - - - - - - - - - - -
2017 111.88 113 91 - - - - - - - - - - - -
2018 114.86 393 317 - - - - - - - - - - - -
2019 118.32 552 445 - - - - - - - - - - - -
2020 120.69 494 398 - - - - - - - - - - - -
2021 123.10 477 385 - - - - - - - - - - - -
2022 125.56 478 386 - - - - - - - - - - - -
2023 128.07 460 371 - - - - - - - - - - - -
2024 130.62 432 348 - - - - - - - - - - - -
2025 133.24 374 301 - - - - - - - - - - - -
2026 135.90 320 258 - - - - - - - - - - - -
2027 138.62 273 220 - - - - - - - - - - - -
SUB 4521 3644 - - - - - - - -
REM 1277 1029 - - - - - - - -
TOT 5798 4674 - - - - - - - -

COMPANY SHARE FUTURE NET

Prod. Taxes
Oper Costs

Pipe Cap'l Aband
Losses Fixed Var Costs Costs


Year MM$ MM$ MM$ MM$ MM$
2013 - - - - -
2014 5 2 2 42 -
2015 9 5 7 147 -
2016 19 13 15 87 -
2017 19 22 24 120 -
2018 39 51 49 401 -
2019 50 86 62 54 -
2020 45 106 56 41 -
2021 40 110 49 25 -
2022 35 114 43 11 -
2023 29 82 36 7 3
2024 25 81 31 - -
2025 21 79 26 - -
2026 19 76 23 - -
2027 16 76 20 - -
SUB 370 902 439 935 3
REM 107 953 133 16 90
TOT 477 1855 572 950 94

These data accompany the report of DeGolyer and MacNaughton and are subject to its specific conditions.

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INDEX

CORPORATE SUMMARIES – FORECAST PRICE CASE

PROSPECTIVE RESOURCES BASE CASE
Table P1 –Prospect Portfolio Summary
Table 1 –Estimate of the Gross Prospective Oil Resources
Table 2 –Estimate of the Working-Interest Prospective Oil Resources
Table 3 –Probability Distributions

468
 TABLE P1
PROSPECT PORTFOLIO SUMMARY
as of
2&72%(5
for
SEPLAT PETROLEUM DEVELOPMENT COMPANY 3/&
in
CERTAIN OIL PROSPECTS
VARIOUS LICENSE BLOCKS
NIGERIA

Prospect
Ownership Potential
Prospect Country Area/Basin License/Block (decimal) Fluid

469
 TABLE 1
ESTIMATE of the GROSS PROSPECTIVE OIL RESOURCES
as of
2&72%(5, 201
for
SEPLAT PETROLEUM DEVELOPMENT COMPANY 3/&
in
CERTAIN OIL PROSPECTS
VARIOUS LICENSE BLOCKS
NIGERIA

Gross Prospective Oil Resources Summary

Probability
Low Best High Mean of Geologic Pg-Adjusted
Estimate Estimate Estimate Estimate Success, Pg Mean Estimate
Prospect Country Area/Basin License/Block (103bbl) (103bbl) (103bbl) (103bbl) (decimal) (103bbl)

470
Statistical Aggregate 34,689 43,751 55,855 44,683 0.438 19,577

Notes:
 TABLE 2
ESTIMATE of the :25.,1*,17(5(67 PROSPECTIVE
OIL RESOURCES
as of
2&72%(5
for
SEPLAT PETROLEUM DEVELOPMENT COMPANY 3/&
in
CERTAIN OIL PROSPECTS
VARIOUS LICENSE BLOCKS
NIGERIA

Net Prospective Oil Resources Summary

Probability
Low Best High Mean of Geologic Pg-Adjusted
Estimate Estimate Estimate Estimate Success, Pg Mean Estimate
Prospect Country Area/Basin License/Block (103bbl) (103bbl) (103bbl) (103bbl) (decimal) (103bbl)

471
Statistical Aggregate 15,610 19,688 25,135 20,107 0.438 8,809

Notes:
 TABLE 3
PROBABILITY DISTRIBUTIONS
for
MONTE CARLO SIMULATION
as of
2&72%(5
for
SEPLAT PETROLEUM DEVELOPMENT COMPANY 3/&
in
CERTAIN OIL PROSPECTS
VARIOUS LICENSE BLOCKS
NIGERIA

Potential
Prospect Target Parameter P100 P90 P50 P10 P0 Mean

472
 TABLE 3 – PROBABILITY DISTRIBUTIONS – (Continued)

Potential
Prospect Target Parameter P100 P90 P50 P10 P0 Mean

473
 TABLE 3 – PROBABILITY DISTRIBUTIONS – (Continued)

Potential
Prospect Target Parameter P100 P90 P50 P10 P0 Mean

474
 TABLE 3 – PROBABILITY DISTRIBUTIONS – (Continued)

Potential
Prospect Target Parameter P100 P90 P50 P10 P0 Mean

475
 TABLE 3 – PROBABILITY DISTRIBUTIONS – (Continued)

Potential
Prospect Target Parameter P100 P90 P50 P10 P0 Mean

476
 TABLE 3 – PROBABILITY DISTRIBUTIONS – (Continued)

Potential
Prospect Target Parameter P100 P90 P50 P10 P0 Mean

477
(This page has been left blank intentionally.)

478
 PART XIX
COMPETENT PERSON’S REPORT ON THE UMUSETI/IGBUKU FIELDS

479
 DeGolyer and MacNaughton Canada Limited
3 1 1 S i x t h A v e n ue S . W., S u i t e 1 4 3 0
Int ac t P la ce , East T o we r
Calgary, Alberta, Canada, T2P 3H2

COMPETENT PERSON’S REPORT

as of
OCTOBER 31, 2013
on
CERTAIN PROPERTIES
in
OPL 283
owned by
SEPLAT PETROLEUM DEVELOPMENT COMPANY PLC
in
NIGERIA

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DeGolyer and MacNaughton Canada Limited

TABLE OF CONTENTS PAGE

EXECUTIVE SUMMARY ....................................................................................... 5
DEFINITION of RESERVES ............................................................................... 11
DEFINITION of CONTINGENT RESOURCES ............................................... 14
FIELD SUMMARIES ............................................................................................ 16
Regional Geology .................................................................................................. 16
Reservoir Geology ................................................................................................. 16
Seplat Five-Year Development Plan ................................................................... 18
Production Performance....................................................................................... 19
Infrastructure ....................................................................................................... 22
Valuation of Reserves ........................................................................................... 23
Reserves ................................................................................................................ 27
OPL 283 ............................................................................................................. 27
Summary............................................................................................................... 30
Procedure/Methodology ........................................................................................ 32
Contingent Resources ........................................................................................... 34
OPL 283 ............................................................................................................. 34
Estimation of Contingent Resources ................................................................... 35
Procedure/Methodology ........................................................................................ 35
Environmental Considerations ............................................................................ 36
SUMMARY AND CONCLUSIONS ..................................................................... 37!
REFERENCES CITED ......................................................................................... 38!
CERTIFICATE of QUALIFICATION
TABLES
Table 1 – Seplat – Working Interest Summary
Table 2 – Reserves and Contingent Resource Fields Evaluated
Table 3 – Gross Reserves
Table 4 – Gross Reserves – Oil Equivalent
Table 5 – Working-Interest Reserves
Table 6 – Working-Interest Reserves – Oil Equivalent
Table 7 – Working-Interest and Gross Contingent Resources
Table 8 – Five Year Development Plan - Reserves
Table 9 – Reserves – Working-Interest After Tax Net Present Values –
Sensitivity Cases
Table 10 – Gross Reserves
Table 11 – Gross Reserves – Oil Equivalent
Table 12 – Working-Interest Reserves
Table 13 – Working-Interest Reserves – Oil Equivalent
Table 14 – Reserves – Working-Interest After Tax Net Present Values
Discounted at 10%
Table 15 – Working-Interest and Gross Contingent Resources
Table 16 – Working-Interest Reserves Summary
Table 17 – Working-Interest Contingent Resource Summary

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TABLE OF CONTENTS (continued)

FIGURES
Figure 1 – Property Index Map – Nigeria
Figure 2 – Property Index Map – Seplat Reserve and Contingent Resource
Fields, Nigeria
Figure 3 – Stratigraphic Column Illustrating the Three Major Formations of
the Niger Delta
Figure 4 – Example of Niger Delta Oil Fields Structures and Associated Trap
Types
Figure 5 – Oil and Gas Production History, Total Proved Reserves
Figure 6 – Oil and Gas Production History, Total Proved-plus-Probable
Reserves
Figure 7 – Oil and Gas Production History, Total Proved-plus-Probable-plus-
Possible Reserves
Figure 8 – Structure Map, Top of VI Reservoir, Umuseti/Obodugwa Field
Figure 9 – Structure Map, Top of XXB Reservoir, Umuseti/Obodugwa Field
APPENDIX
TABLES
Table A - DeGolyer and MacNaughton Price Forecast
Table A-1 – Seplat Gas Contract Price
Table B – Seplat’s Working Interest Reserve Production Forecast – Total
Company
Table C – Seplat’s Working Interest Reserve Cost Forecast – Total
Company
CORPORATE SUMMARIES – FORECAST PRICE CASE
RESERVES BASE CASE
Total Proved Developed Producing Reserves
Table 1A –Summary of Reserves and Net Present Values – Total Company
Table 1B –Summary of Production and Future Net Revenue – Total Light Oil
Table 1D –Summary of Production and Future Net Revenue – Total Solution
Gas
Table 1F –Summary of Production and Future Net Revenue – Total Company
Table 1G –Income Tax Summary – Total Company
Total Proved Reserves
Table 2A –Summary of Reserves and Net Present Values – Total Company
Table 2B –Summary of Production and Future Net Revenue – Total Light Oil
Table 2C –Summary of Production and Future Net Revenue – Total Non-
Associated Sales Gas
Table 2D –Summary of Production and Future Net Revenue – Total Solution
Gas
Table 2E –Summary of Production and Future Net Revenue – Total Condensate
Table 2F –Summary of Production and Future Net Revenue – Total Company
Table 2G –Income Tax Summary – Total Company
Total Proved-plus-Probable Reserves
Table 3A –Summary of Reserves and Net Present Values – Total Company
Table 3B –Summary of Production and Future Net Revenue – Total Light Oil
Table 3C –Summary of Production and Future Net Revenue – Total Non-
Associated Sales Gas
Table 3D –Summary of Production and Future Net Revenue – Total Solution
Gas

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DeGolyer and MacNaughton Canada Limited

TABLE OF CONTENTS (continued)

Table 3E –Summary of Production and Future Net Revenue – Total Condensate
Table 3F –Summary of Production and Future Net Revenue – Total Company
Table 3G –Income Tax Summary – Total Company
Total Proved-plus-Probable-plus-Possible Reserves
Table 4A –Summary of Reserves and Net Present Values – Total Company
Table 4B –Summary of Production and Future Net Revenue – Total Light Oil
Table 4C –Summary of Production and Future Net Revenue – Total Non-
Associated Sales Gas
Table 4D –Summary of Production and Future Net Revenue – Total Solution
Gas
Table 4E –Summary of Production and Future Net Revenue – Total Condensate
Table 4F –Summary of Production and Future Net Revenue – Total Company
Table 4G –Income Tax Summary – Total Company
PROPERTIES EVALUATED
Reserves
Igbuku
Obodugwa and Umuseti
Contingent Resources
Obodugwa and Umuseti

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 DeGolyer and MacNaughton Canada Limited
3 1 1 S i x t h A v e n ue S . W., S u i t e 1 4 3 0
Int ac t P la ce , East T o we r
Calgary, Alberta, Canada, T2P 3H2

March 3, 2014

Seplat Petroleum Development Company PLC

25a, Lugard Avenue, Ikoyi
Lagos, Nigeria

Dear Sir/Madam:

Pursuant to your request, we have prepared estimates, as of

October 31, 2013, of the extent of the proved, probable, and possible oil,
condensate, and gas reserves, the value of the proved (1P), proved-plus-probable
(2P), and proved-plus-probable-plus-possible (3P) reserves, and the extent of the
1C, 2C, and 3C contingent resources of certain fields in oil prospecting license
(OPL) concession (OPL 283) located in Nigeria. Seplat Petroleum Development
Company PLC (Seplat) has represented that it owns interests as noted herein in
the fields.

Estimated revenue and costs attributable to Seplat’s interests in the 1P, 2P,
and 3P reserves, after income tax, as of October 31, 2013, of the properties
appraised under the aforementioned assumptions concerning future prices and
costs for the Forecast Price Case are summarized as follows, expressed in millions
of U.S. dollars (MM U.S.$):

TOTAL COMPANY COMPANY SHARE - FORECAST PRICE CASE

Future Net Revenue After Income Tax as of October 31, 2013
Undis- Discounted
Reserve Category counted at 5% at 10% at 15% at 20%
MM U.S.$ MM U.S.$ MM U.S.$ MM U.S.$ MM U.S.$

Proved Developed
Producing 1.4 1.6 1.8 1.9 2.0
Non-Producing - - - - -
Proved Undeveloped 80.5 63.7 49.9 38.8 29.8

Total Proved (1P) 81.9 65.3 51.7 40.7 31.8

Probable 165.0 122.4 94.2 75.0 61.5

Total Proved + Probable (2P) 246.9 187.7 145.9 115.7 93.3

Possible 226.9 136.8 90.1 64.2 49.0

Total Proved + Prob + Poss (3P) 473.8 324.5 236.0 179.9 142.3

Estimates of proved, probable, and possible reserves, and contingent

resources have been prepared according to the Petroleum Resources Management
System (PRMS) approved in March 2007 by the Society of Petroleum Engineers,
the World Petroleum Council, the American Association of Petroleum Geologists,
and the Society of Petroleum Evaluation Engineers. PRMS

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DeGolyer and MacNaughton Canada Limited

is a referenced standard in published guidance of the United Kingdom Listing

Authority. The reserves definitions are discussed in detail under the Definition of
Reserves heading of this report. The contingent resources definitions are
discussed in detail under the Definition of Contingent Resources heading of this
report.

This Competent Person’s Report (CPR) has been prepared for the purpose
of assisting Seplat in its application for a main board listing on the London Stock
Exchange. In the preparation of this CPR, DeGolyer and MacNaughton Canada
Limited (DMCL) has followed the requirements of the “Prospectus Rules” as
published by the UK Financial Conduct Authority from time to time and governed
by the UK Listing Authority and the European Securities and Markets Authority
(ESMA) update of the Committee of European Securities Regulator’s
recommendations for the implementation of Commission Regulation No.809/2004
implementing the Prospectus Directive (ESMA/2013/319) dated March 20, 2013.

Reserves estimated in this report are expressed as gross and working-

interest reserves. Gross reserves are defined as the total estimated petroleum to be
produced from these properties after October 31, 2013. Working-interest reserves
are defined as Seplat’s working-interest reserves before deduction of royalties.

This report presents values for proved, proved-plus-probable, and proved-

plus-probable-plus-possible reserves that were estimated using initial prices and
costs specified by Seplat. All monetary values shown in this report are expressed in
United States dollars (U.S.$). An explanation of the future price and cost
assumptions is discussed in detail under the Valuation of Reserves heading of this
report.

Values for reserves shown in this report are expressed in terms of future
gross revenue, future net revenue, and present worth. Future gross revenue is
defined as the revenue to be realized from the sale of the net reserves. Future net
revenue is defined as the future gross revenue less direct operating expenses,
capital costs, royalty, host government taxes, and abandonment costs where
applicable. Operating expenses are composed of field operating expenses and
transportation losses. Field operating expenses include compression charges and
an allocation of overhead that directly relates to production activities. Present
worth is defined as future net revenue discounted at a specified arbitrary discount
rate compounded monthly over the expected period of realization. In this report,
present worth values using discount rates of 5, 8, 10, 15, 20, and 25 percent are
reported as totals.

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DeGolyer and MacNaughton Canada Limited

The contingent resources estimated in this report are expressed as gross

contingent resources and working-interest contingent resources. Gross contingent
resources are defined as the total estimated petroleum that is potentially
recoverable from known accumulations after October 31, 2013. Working-interest
contingent resources are defined as that portion of the gross contingent resources
that might potentially be produced from the properties attributable to the interests
owned by Seplat as of October 31, 2013, before the deduction of royalties.

The contingent resources estimated herein are those quantities of oil or gas
that are potentially recoverable from known accumulations but which are not
currently considered to be commercially recoverable because of such contingencies
as lack of commitment to develop, lack of product sales agreements, and/or lack of
defined infrastructure, among other contingencies. The contingent resources
estimates in this report are provided as a means of comparison to other contingent
resources and do not provide a means of direct comparison to reserves. The
contingent resources estimated in this report have an economic status of
Undetermined, since the evaluations of those contingent resources are at a stage
such that it is premature to clearly define the ultimate chance of commerciality.

Contingent resources quantities should not be confused with those

quantities associated with reserves due to the additional risk involved. The
quantities that might actually be recovered should they be developed may differ
significantly from the estimates presented herein. There is no certainty that it will
be commercially viable to produce any portion of the contingent resources
evaluated herein.

Estimates of petroleum reserves, future net revenue, and contingent

resources should be regarded only as estimates that may change as additional
information becomes available. Not only are such reserves, revenue, and
contingent resources estimates based on that information which is currently
available, but such estimates are also subject to the uncertainties inherent in the
application of judgmental factors in interpreting such information.

In this report, key information has been provided by Seplat on the fields
evaluated herein. As far as we are aware, there are no special factors that would
affect the interests owned by Seplat that would require additional information for
the proper evaluation of these fields. All evaluations herein are considered in the
context of current agreements and regulations and do not consider uncertainties
that might be associated with political conditions.

Information used in the preparation of this report was obtained from

Seplat. In the preparation of this report we have relied upon information furnished

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DeGolyer and MacNaughton Canada Limited

by Seplat with respect to the property interests to be evaluated, production from

such properties, current costs of operation and development, current prices for
production, agreements relating to current and future operations and sales of
production, concession expiration dates, and various other information and data
that were accepted as represented. Although we have not had independent
verification, the information used in this report appears reasonable. The technical
staff of Seplat involved with the assessment and implementation of development of
Seplat’s petroleum assets are represented as adherent to the generally accepted
practices of the petroleum industry. The staff members appear to be experienced
and technically competent in their fields of expertise. No site visits to the
producing fields evaluated herein were made for this report. However, existing
production data, reports from third parties, and photographic evidence of the fields
were considered adequate because the fields are in an established producing
venue.

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DeGolyer and MacNaughton Canada Limited

EXECUTIVE SUMMARY

Seplat has represented that it holds a 40-percent interest in the two

marginal fields (Igbuku and Obodugwa and Umuseti) OPL 283 onshore Nigeria.
Pillar Oil Limited is currently the operator. Two fields located within this OPL
have been evaluated here and are illustrated on Figure 1. For this report,
technical and commercial uncertainties have been considered in each case
exclusive of ongoing political events in a given venue. All contracts, regulations,
and agreements in place on October 31, 2013, have been considered to be valid
for their stated terms, as represented by Seplat.

Table 1
Seplat - Working-Interest Summary
Area
Seplat WI
2
Block Operator (%) (km ) Expiration Date

OPL 283 Pillar 40% 1,226 October 28, 2028

Figure 1
Property Index Map

488
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DeGolyer and MacNaughton Canada Limited

The area that encompasses OPL 283 was originally part of Oil Mining
License (OML) 56. Seplat has represented that OPL 283 is subject to the same
license terms as OML-56. The production agreement for OML-56 and OPL 283 will
expire on October 28, 2028; however, the Nigerian Petroleum Act includes a
provision for automatic renewal of an OPL upon application by the operator,
provided that the operator has paid all rents and royalties due and has otherwise
performed all obligations under the terms of the lease. Additionally, the production
agreement contains provisions specifying that the agreement can be extended upon
the renewal of the OPL for the same length of term as the OPL extension. Certain
reserves included in this report are estimated to be produced beyond the current
expiration date of OPL 283 and have been included as reserves herein based on
Seplat’s representation that the operator will apply as necessary for renewal of the
OPL and expects to be in material compliance with all requirements for license
renewal.

DMCL has reviewed two fields, of which only Obodugwa and Umuseti is
currently producing. Proved non-producing reserves have been assigned to the
Igbuku field. The Igbuku field is forecast to commence production in 2015.

In addition, contingent resources have been estimated for the Obodugwa

and Umuseti fields for the undeveloped discoveries. The principal contingencies
are regulatory and internal approvals, absence of the development in the next
2-year budget, facility capacity, and production sales agreements. A property index
map for reserves and contingent resource fields is included on Figure 2.

In order to estimate barrels of oil equivalent (boe), marketable gas volumes

were converted using a conversion rate of 5,800 cubic feet per boe. Listed in the
following table are the fields evaluated that contain reserves and contingent
resources.
Table 2
Reserves and Contingent Resource Fields Evaluated
Block Field Producing Status

OPL 283 Igbuku Non-Producing

OPL 283 Umuseti & Obodugwa Producing

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DeGolyer and MacNaughton Canada Limited

Figure 2
Reserves and Contingent Resource Fields Evaluated

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DeGolyer and MacNaughton Canada Limited

Estimates of the gross total 1P, 2P, and 3P oil, natural gas, and condensate
reserves for the properties evaluated in this report are summarized as follows,
expressed in thousands of barrels (Mbbl) and millions of cubic feet (MMcf):

Table 3
Gross Reserves
Oil and Condensate Marketable Gas
1P 2P 3P 1P 2P 3P
Block Field (Mbbl) (Mbbl) (Mbbl) (MMcf) (MMcf) (MMcf)

OPL 283 Igbuku 3,823 8,785 12,855 11,590 32,793 44,130

OPL 283 Umuseti & Obodugwa 6,728 15,523 30,303 105,803 191,708 307,590

Total 10,550 24,308 43,158 117,393 224,500 351,720

Notes:
1. Marketable gas has been converted to barrels of oil equivalent on a field-by-field basis.
2. Numbers in this table may not add exactly due to rounding.

Estimates of the gross total 1P, 2P, and 3P oil, natural gas, and condensate
reserves for the properties evaluated in this report are summarized as follows,
expressed in thousands of barrels of oil equivalent (Mboe):

Table 4
Gross Reserves
Oil Equivalent
1P 2P 3P
Block Field (Mboe) (Mboe) (Mboe)

OPL 283 Igbuku 5,821 14,439 20,464

OPL 283 Umuseti & Obodugwa 24,969 48,576 83,335

Total 30,790 63,014 103,799

Notes:
1. Marketable gas has been converted to barrels of oil equivalent on a field-by-field basis.
2. Numbers in this table may not add exactly due to rounding.

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DeGolyer and MacNaughton Canada Limited

Estimates of the working-interest total 1P, 2P, and 3P oil, natural gas, and
condensate reserves evaluated for this report are listed as follows, expressed in
Mbbl and MMcf:

Table 5
Working-Interest Reserves
Oil and Condensate Marketable Gas
1P 2P 3P 1P 2P 3P
Block Field (Mbbl) (Mbbl) (Mbbl) (MMcf) (MMcf) (MMcf)

OPL 283 Igbuku 1,529 3,514 5,142 4,636 13,117 17,652

OPL 283 Umuseti & Obodugwa 2,691 6,209 12,121 42,321 76,683 123,036

Total 4,220 9,723 17,263 46,957 89,800 140,688

Notes:
1. Marketable gas has been converted to barrels of oil equivalent on a field-by-field basis.
2. Numbers in this table may not add exactly due to rounding.

Estimates of the working-interest total 1P, 2P, and 3P oil, natural gas, and
condensate reserves evaluated for this report are listed as follows, expressed in
Mboe:

Table 6
Working-Interest Reserves
Oil Equivalent
1P 2P 3P
Block Field (Mboe) (Mboe) (Mboe)

OPL 283 Igbuku 2,328 5,776 8,185

OPL 283 Umuseti & Obodugwa 9,988 19,430 33,334

Total 12,316 25,206 41,520

Notes:
1. Marketable gas has been converted to barrels of oil equivalent on a field-by-field basis.
2. Numbers in this table may not add exactly due to rounding.

Contingent resources have been estimated for certain properties owned by

Seplat in Nigeria. The contingent resources estimated for certain fields in
Nigeria reflect undeveloped discoveries where the development plan is not yet
confirmed, or requires further development to satisfy the break even test. None of
the contingent resources currently satisfy the break even test. The contingent
resources estimated in this report have an economic status of “Undetermined,”
since the evaluations of those contingent resources are at a stage such that it is
premature to clearly define the ultimate chance of commerciality.

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DeGolyer and MacNaughton Canada Limited

Estimates of the working-interest and gross 1C (low), 2C (best), and 3C

(high) oil, condensate, and gas contingent resources attributable to Seplat for the
fields evaluated herein, as of October 31, 2013, are summarized as follows,
expressed in thousands of barrels (Mbbl) and millions of cubic feet (MMcf):

Table 7
Working Interest and Gross Contingent
Resources
Oil and Condensate Marketable Gas
Gross WI Gross WI
(Mbbl) (Mbbl) (MMcf) (MMcf)

1C 68 27 176 72
2C 718 288 1,591 637
3C 1,977 790 4,348 1,739

Notes:
1. Application of any risk factor to contingent resources quantities
does not equate contingent resources with reserves.
2. There is no certainty that it will be commercially viable to
produce any portion of the contingent resources evaluated herein.
3. All contingent resources in this report have an economic status of
Undetermined, since the evaluations of those contingent resources
are at a stage such that it is premature to clearly define the
ultimate chance of commerciality.

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DEFINITION of RESERVES

Estimates of proved, probable, and possible reserves presented in this

report have been prepared in accordance with the PRMS approved in March 2007
by the Society of Petroleum Engineers, the World Petroleum Council, the
American Association of Petroleum Geologists, and the Society of Petroleum
Evaluation Engineers. The petroleum reserves are defined as follows:

Reserves are those quantities of petroleum anticipated to be commercially

recoverable by application of development projects to known accumulations from
a given date forward under defined conditions. Reserves must further satisfy four
criteria: they must be discovered, recoverable, commercial, and remaining (as of
the evaluation date) based on the development project(s) applied. Reserves are
further categorized in accordance with the level of certainty associated with the
estimates and may be sub-classified based on project maturity and/or
characterized by development and production status.

Proved Reserves – Proved Reserves are those quantities of

petroleum which, by analysis of geoscience and engineering data,
can be estimated with reasonable certainty to be commercially
recoverable, from a given date forward, from known reservoirs and
under defined economic conditions, operating methods, and
government regulations. If deterministic methods are used, the
term reasonable certainty is intended to express a high degree of
confidence that the quantities will be recovered. If probabilistic
methods are used, there should be at least a 90-percent probability
that the quantities actually recovered will equal or exceed the
estimate.

Unproved Reserves – Unproved Reserves are based on geoscience

and/or engineering data similar to that used in estimates of Proved
Reserves, but technical or other uncertainties preclude such
reserves being classified as Proved. Unproved Reserves may be
further categorized as Probable Reserves and Possible Reserves.

Probable Reserves – Probable Reserves are those additional

Reserves which analysis of geoscience and engineering data
indicate are less likely to be recovered than Proved Reserves
but more certain to be recovered than Possible Reserves. It
is equally likely that actual remaining quantities recovered
will be greater than or less than the sum of the estimated
Proved plus Probable Reserves (2P). In this context, when

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probabilistic methods are used, there should be at least a

50-percent probability that the actual quantities recovered
will equal or exceed the 2P estimate.

Possible Reserves – Possible Reserves are those additional

reserves which analysis of geoscience and engineering data
suggest are less likely to be recoverable than Probable
Reserves. The total quantities ultimately recovered from the
project have a low probability to exceed the sum of Proved
plus Probable plus Possible Reserves (3P), which is
equivalent to the high estimate scenario. In this context,
when probabilistic methods are used, there should be at
least a 10-percent probability that the actual quantities
recovered will equal or exceed the 3P estimate.

Reserves Status Categories – Reserves status categories define the development

and producing status of wells and reservoirs.

Developed Reserves – Developed Reserves are expected quantities

to be recovered from existing wells and facilities. Reserves are
considered developed only after the necessary equipment has been
installed, or when the costs to do so are relatively minor compared
to the cost of a well. Where required facilities become unavailable,
it may be necessary to reclassify Developed Reserves as
Undeveloped. Developed Reserves may be further sub-classified as
Producing or Non-Producing.

Developed Producing Reserves – Developed Producing

Reserves are expected to be recovered from completion
intervals that are open and producing at the time of the
estimate. Improved recovery reserves are considered
producing only after the improved recovery project is in
operation.

Developed Non-Producing Reserves – Developed Non-

Producing Reserves include shut-in and behind-pipe
Reserves. Shut-in Reserves are expected to be recovered
from (1) completion intervals which are open at the time of
the estimate but which have not yet started producing, (2)
wells which were shut-in for market conditions or pipeline
connections, or (3) wells not capable of production for
mechanical reasons. Behind-pipe Reserves are expected to

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be recovered from zones in existing wells which will require

additional completion work or future recompletion prior to
the start of production. In all cases, production can be
initiated or restored with relatively low expenditure
compared to the cost of drilling a new well.

Undeveloped Reserves – Undeveloped Reserves are quantities

expected to be recovered through future investments: (1) from new
wells on undrilled acreage in known accumulations, (2) from
deepening existing wells to a different (but known) reservoir, (3)
from infill wells that will increase recovery, or (4) where a
relatively large expenditure (e.g. when compared to the cost of
drilling a new well) is required to (a) recomplete an existing well or
(b) install production or transportation facilities for primary or
improved recovery projects.

The extent to which probable and possible reserves ultimately may be

reclassified as proved reserves is dependent upon future drilling, testing, and
well performance. The degree of risk to be applied in evaluating probable and
possible reserves is influenced by economic and technological factors as well as
the time element. Estimates of probable and possible reserves in this report have
not been adjusted in consideration of these additional risks to make them
comparable to proved reserves.

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DEFINITION of CONTINGENT RESOURCES

Estimates of contingent resources presented in this report have been

prepared in accordance with the PRMS approved in March 2007 by the Society of
Petroleum Engineers, the World Petroleum Council, the American Association of
Petroleum Geologists, and the Society of Petroleum Evaluation Engineers.
Because of the lack of commerciality or sufficient development drilling, the
contingent resources estimated herein cannot be classified as reserves. The
petroleum resources are classified as follows:

Contingent Resources – Those quantities of petroleum estimated,

as of a given date, to be potentially recoverable from known
accumulations by application of development projects, but which
are not currently considered to be commercially recoverable due to
one or more contingencies.

Based on assumptions regarding future conditions and their

impact on ultimate economic viability, projects currently classified
as Contingent Resources may be broadly divided into three
economic status groups:

Marginal Contingent Resources – Those quantities

associated with technically feasible projects that are either
currently economic or projected to be economic under
reasonably forecasted improvements in commercial
conditions but are not committed for development because
of one or more contingencies.

Sub-Marginal Contingent Resources – Those quantities

associated with discoveries for which analysis indicates that
technically feasible development projects would not be
economic and/or other contingencies would not be satisfied
under current or reasonably forecasted improvements in
commercial conditions. These projects nonetheless should be
retained in the inventory of discovered resources pending
unforeseen major changes in commercial conditions.

Undetermined Contingent Resources – Where evaluations

are incomplete such that it is premature to clearly define
ultimate chance of commerciality, it is acceptable to note
that project economic status is “undetermined.”

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The estimation of resources quantities for an accumulation is subject to

both technical and commercial uncertainties and, in general, may be quoted as a
range. The range of uncertainty reflects a reasonable range of estimated
potentially recoverable volumes. In all cases, the range of uncertainty is
dependent on the amount and quality of both technical and commercial data that
are available and may change as more data become available.

1C (Low), 2C (Best), and 3C (High) Estimates – Estimates of

petroleum resources in this report are expressed using the terms
1C (low) estimate, 2C (best) estimate, and 3C (high) estimate to
reflect the range of uncertainty.

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FIELD SUMMARIES

Regional Geology

OPL 283 is located in the Niger Delta province adjacent to the Gulf of
Guinea. The delta covers more than 300,000 square kilometers and is among the
largest regressive deltas in the world with a significant sediment volume of
500,000 cubic kilometers and a sediment thickness of over 10 kilometers in the
basin depocenter (Klett, 1997). The development of the delta is associated with
the rift triple junction related to the opening of the southern Atlantic, during the
late Jurassic and Cretaceous periods. The petroleum system identified in the
Niger Delta province is referred to as the Tertiary Niger Delta (Akata-Agbada)
Petroleum System.

The onshore portion of the Niger Delta province is delineated by the

geology of southern Nigeria and southwestern Cameroon. The northern boundary
is the Benin flank controlled by an east-northeast-trending hinge line south of
the West Africa basement massif. The northeastern boundary is defined by the
outcrops of the Abakaliki High of Cretaceous age and further to the
east-southeast by the Calabar flank, a hinge line bordering the adjacent
Precambrian (Tuttle, 1999).

Reservoir Geology

The Tertiary section of the Niger Delta is divided into three major
formations: the Akata Formation, the Agbada Formation, and the Benin
Formation (Figure 4). These formations represent a series of prograding
depositional facies that are identified mostly on the basis of sand-shale ratios
(Tuttle, 1999). The Akata Formation is generally situated at the base of the delta
and has a marine origin. It is composed of thick shale sequences, turbidite sand,
and minor amounts of clay and silt. The Akata Formation formed during
lowstands when terrestrial organic matter and clays were transported to the
deep water environment, characterized by low energy conditions and oxygen
deficiency. The Akata Formation underlies the entire delta and is often
overpressured.

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Figure 3
Stratigraphic Column illustrating the Three Major Formations of the Niger Delta

The Agbada Formation overlies the Akata Formation, which is the major
petroleum-bearing unit. The formation consists of paralic siliciclastics and
represents the deltaic portion of the sequence (Tuttle, 1999). The formation can
subdivided into multiple zones, and each zone can range from 50 feet to over
100 feet in thickness. The Agbada Formation is generally associated with an
onshore deltaic depositional setting with vertical stacked sedimentary sequences,
coarse-grained multi-cycle fluvial channels, and shoreface deposits. The fluvial
channels are extensive and often associated with incised valley fill. The lower

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Agbada Formation generally consists of shale and sandstone beds, and the upper
portion consists mainly of sands with minor shale interbeds. The trapping
mechanism of the hydrocarbon reservoirs are dominated by extensional growth
faults and stratigraphy. The Agbada Formation is overlain by the Benin
Formation, which is generally associated with continental alluvial and coastal
plain sand deposits.

A diagram of sample Niger Delta field structures and associated trap

types is presented on Figure 4.

Figure 4
Example of Niger Delta Oil Field Structures and Associated Trap Types

Seplat Five-Year Development Plan

Timing for the development and sale of the gas reserves of the Igbuku and
Obodugwa and Umuseti fields has been provided by Seplat. As part of this
development, Seplat plans to drill three wells, two on the Igbuku structure and one
on the Umuseti structure, to accelerate production. These new wells are projected
to be online by 2015. Seplat has represented that a gas sales line is anticipated to
be in service beginning January 1, 2015. Gas reserves were estimated in this

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report based on Seplat’s representation that sufficient demand for the utilization of
this gas exists, once the sales line is operational.

Additional new completions were incorporated in this evaluation beyond

the five-year development plan based on full field developments of the OPL 283.
DMCL is confident with Seplat’s ability to execute this development plan and
drilling schedule. A summary of the reserves and contingent resources five-year
development plan is illustrated in the following table.

Table 8
Five Year Development Plan - Reserves
OIL
2013 2014 2015 2016 2017
Igubuku 1 New Drill
Umuseti 1 New Drill 2 Recompletions 1 Recompletion

GAS
2013 2014 2015 2016 2017
Igubuku 1 New Drill
Umuseti

Production Performance

Future estimated drilling and completion schedules were based on

information supplied by Seplat. In all cases, the estimated future production
from the 1P (Figure 5), 2P (Figure 6), and 3P (Figure 7) reserves were estimated
to be within the capacity of the reservoirs to produce based on well test
information and anticipated development plans.

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Figure 5
Oil and Gas Production History – Total Proved Reserves

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Figure 6
Oil and Gas Production History – Total Proved-plus-Probable Reserves

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Figure 7
Oil and Gas Production History – Total Proved-plus-Probable-plus-Possible
Reserves

Infrastructure

The fields (Figure 1) are located in southern Nigeria, north of Port

Harcourt. The Obodugwa and Umuseti and Igbuku fields are land-locked assets,
which are located in the northern onshore depobelt of the Niger Delta. The fields
are easily accessible by roads and extend into both the Delta and Edo states, and
distribution lines for power are nearby.

Existing infrastructure consists of a 5,000-barrel-per-day processing

facility (EPF), two 3.5 kilometer 4-inch oil flow lines to convey produced fluids to
the EPF, eight 500-barrel-capacity crude storage tanks, and a lease automatic
custody transfer (LACT) unit. Produced gas is currently being flared. There is a

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Group Gathering Facility (GGF) at Midwestern’s Umusadege field, where

commingled crude from nearby fields is metered at the GGF then routed via a
16-kilometer pipeline to AGIP’s Kwale facilities before export to the Brass
Terminal. Production from the Obodugwa and Umuseti field is metered before
being delivered to the GGF.

To accommodate additional oil and condensate from future planned

development, Seplat is planning to upgrade the Umuseti production facility to
15,000 barrels of oil per day (BOPD) by the end of 2014. Seplat also plans to lay a
gas line from Umutu to Oben for gas processing, which is expected to be in
service by January 2015.

Valuation of Reserves

Revenue values in this report have been prepared using initial prices and
costs and future price and cost assumptions specified by Seplat. Estimates of
future net revenue and present worth of 1P, 2P, and 3P reserves have been
prepared in accordance with PRMS. A Base Case was evaluated with future
prices and costs that vary from current prices. Sensitivity cases comprised of a
High Case and Low Case were evaluated with future prices and costs that differ
from the Base Case. Gross and net reserves estimated herein are based on the
Base Case assumptions.

In this report, values for 1P, 2P, and 3P reserves are based on projections
of estimated future production and revenue prepared for these properties with no
risk adjustment applied to the probable or possible reserves. Probable and
possible reserves involve substantially higher risks than 1P reserves. In
particular, production of possible reserves is much less likely to be realized, and
any projection including possible reserves should be considered in that context.
Revenue values for 2P and 3P reserves have not been adjusted to account for
such risks; this adjustment would be necessary in order to make the values of the
probable and possible reserves comparable with the values for 1P reserves.

Revenue values of the 1P, 2P, and 3P reserves were developed utilizing
methods generally accepted by the petroleum industry. Production forecasts of
the 1P, 2P, and 3P reserves were based on development plan information
provided by Seplat for each field.

The following assumptions were used for estimating future prices and
costs under the Base Case:

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Oil, Condensate, and Gas Prices

Oil, condensate, and gas prices were furnished by Seplat

and are shown in the table below. The oil and condensate
prices used for this report were based on offsets to the Brent
marker oil price forecast. The oil and condensate price was
U.S.$1.00 per barrel less than the Brent oil marker price,
and the price was also reduced by an additional U.S.$3.50
per barrel to account for transportation costs. The gas price
used for this report was based on a local domestic sales
price forecast less a 7-percent transportation tariff. Prices
used are shown in Table A and A-1 in the Appendix to this
report.

Operating Expenses, Capital Costs, and Abandonment Costs

Current and historical field operating expenses and field

operating expense forecasts provided by Seplat were used in
estimating future expenses required to operate the fields.
The operating cost of OPL 283 is a fixed cost of
U.S.$2.6 million dollars per year, U.S.$3.5 per barrel of oil,
and U.S.$1.0 per cubic foot of sales gas. Also the general
and Administration cost is a fixed cost of U.S.$1.0 million
dollars per year. An inflation rate of 2 percent was applied
to all expenditures. In certain cases, future expenses, either
higher or lower than current expenses, may have been used
because of anticipated changes in operating conditions.

The drilling cost was estimated to be U.S.$20,000,000 per

well, while recompletion cost was U.S.$5,000,000. The
surface facilities costs were estimated based on the costs
incurred by on-going projects.

Oil Metering

Due to theft, Seplat has observed a reconciliation factor of

approximately 15 percent. This reconciliation factor was
applied to the entire production forecast under the “pipe
losses” category in this evaluation.

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Abandonment Costs

Abandonment costs for the fields evaluated were provided

by Seplat. Operating expenses, capital costs, and
abandonment costs were escalated at 2 percent per year
from January 2014.

Royalty and Bonuses

Oil and condensate sales incur a royalty of 2.5 percent,

which is the royalty rate for “marginal fields” (host country
designation). Gas sales incur a 7-percent royalty rate. No
gas flaring penalty was considered in revenue estimates
herein. No bonus payments are anticipated.

Niger Delta Development Commission Levy

The Niger Delta Development Commission Levy is paid to

the Niger Delta Development Commission (NDDC). The
NDDC levy is 3 percent of the budgeted expenditure for a
given year to allow for participation in the Niger Delta
development. This corresponds to 3 percent of all operating
expenses and capital costs incurred in the fields evaluated
herein.

Taxes

All of the Nigerian properties evaluated herein are subject

to taxes less capital deductions. Seplat revenue is subject to
the Petroleum Profit Tax (PPT), which for oil field revenue
averages 65.75 percent for the first 5 years from the start of
the company’s operations. After the five year grace period
has passed, the tax rate escalates to 85 percent for the
remainder of the project. The corporate income tax rate for
gas revenue is 30 percent. Seplat has represented that all
capital and operating expenditures from oil and gas
operations are used to offset the taxable income against oil
revenues in accordance with the Nigerian Petroleum Act. In
addition, Seplat pays the Niger Delta Development Tax of
3 percent on total expenditure, an educational tax of
2 percent on profit, a VAT of 5 percent applicable on all
capital costs and operating expenses, excluding general and

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administration costs and an import tax of 22.9 percent on

all tangible capital costs.

Revenue

Future Gross Revenue

Future gross revenue is that revenue which could accrue to

the appraised interests from the production and sale of the
estimated net reserves.

Future Net Revenue

Future net revenue was calculated by deducting royalties,

estimated production taxes, operating expenses, and capital
costs from the potential future gross revenue.

Net Present Value

Net present value is defined as future net revenue

discounted at a specified arbitrary discount rate
compounded monthly over the expected period of
realization. In this report, a net present value using a
discount rate of 10 percent is reported in detail.

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Estimates of the net present value, discounted at a rate of 10 percent, of

the total 1P, 2P, and 3P reserves of the petroleum interests attributable to Seplat
under the conditions of various sensitivities, are expressed in millions of United
States dollars (MM U.S.$):

Table 9
Working-Interest After Tax Net Present Values Discounted at 10% - Sensitivity Cases
1P 2P 3P
Asset Type of Sensitivity (MM U.S.$) (MM U.S.$) (MM U.S.$)

OPL 283 Base Case 51.7 145.9 236.0

OPL 283 Brent Premium of $10 58.9 158.1 253.0

OPL 283 Brent Discount of $10 44.5 133.2 218.8

OPL 283 OPEX +10% 49.8 143.5 233.1

OPL 283 OPEX -10% 53.6 148.3 238.9

OPL 283 CAPEX +10% 46.5 141.7 233.1

OPL 283 CAPEX -10% 56.9 149.9 238.8

Reserves

OPL 283

Igbuku Field

The Igbuku field was discovered in 1981 by the drilling of well Igbuku-1,
which encountered four hydrocarbon-bearing reservoirs. The reservoirs exhibit a
coarsening-upward character indicative of deltaic progradation. The top of the
shallowest reservoir was estimated at 10,879 feet true vertical depth subsea
(TVDSS). An estimated lowest known occurrence of gas (LKG) in the shallowest
reservoir was estimated at 10,911 feet TVDSS. This reservoir was not tested, but
a repeat formation tester (RFT) sample recovered gas and condensate. Two of the
other reservoirs recovered oil and gas in RFT samples, while the deepest
reservoir encountered gas and water from an RFT sample. The LKG of the
deepest reservoir (VII reservoir illustrated on Figure 8) was estimated at 12,632
feet TVDSS. The Igbuku field is defined by a fault-assisted dip closure with the
primary trapping mechanism consisting of an east/west-trending synthetic fault
to the south. Estimated porosities for these reservoirs range from 14 to
18 percent and estimated water saturations range from 20 to 40 percent.

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Figure 8
Structure Map, Top of VI Reservoir, Umuseti/Obodugwa Field

The Igbuku field will be developed by drilling two wells in 2014 and 2015,
which target two oil reservoirs and two gas reservoirs. Each well will be dually
completed. Estimated oil in-place for the field ranges from 7,025 Mbbl to
13,943 Mbbl and estimated gas in-place ranges from 186,729 MMcf to
477,147 MMcf. Estimated oil recovery factors range from 25 to 35 percent, while
estimated recovery gas factors range from 60 to 70 percent. Initial oil rates from
individual wells range from 1,000 to 2,000 BOPD, while initial gas rates range
from 3,000 thousand cubic feet (Mcf) per day to 50,000 Mcf per day.

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Obodugwa and Umuseti

The Obodugwa and Umuseti field is a combination of several separate

reservoirs and multiple structural closures. The field is primarily defined as a
roll-over anticlinal structure located on the hanging wall of a large southeast-
trending normal fault. Three wells, Umuseti-1, Umuseti-2, and Obodugwa-3,
have encountered stacked gas and oil pay in 21 reservoirs in the lower to middle
Tertiary system. The shallowest reservoir is gas with an estimated LKG of
7,620 feet TVDSS, and the deepest reservoir is oil with an estimated lowest
known oil (LKO) of 11,534 feet TVDSS. Fifteen reservoirs have confirmed
hydrocarbon producibility by testing or RFT or by analogy to reservoirs with
testing or RFT data. Six reservoirs, however, have not been tested, had no RFT
samples collected, or have reservoir characteristics such that no analogs are
available by which producibility of these zones could be inferred. Figure 9 is a
structure map on the XXB reservoir illustrating the general geological nature of
the field. In the gas zones, estimated porosities range from 5 to 19 percent and
estimated water saturations range from 12 to 29 percent. In the oil zones,
estimated porosities range from 17 to 23 percent and estimated water
saturations range from 23 to 43 percent.

Figure 9
Structure Map, Top of XXB Reservoir, Umuseti/Obodugwa Field

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The Obodugwa and Umuseti field development plan includes one

additional infill well, Umuseti-3, which will be drilled and completed in 2014.
The development well will be dually completed. Estimated oil in-place ranges
from 6,653 Mbbl to 23,386 Mbbl and estimated gas in-place ranges from
1,104 MMcf to 65,000 MMcf. Estimated oil recovery factors range from 20 to
40 percent, while estimated gas recovery factors range from 55 to 85 percent.
Initial oil rates from individual wells range from 580 BOPD to 2,600 BOPD,
while initial gas rates range from 1,750 Mcf per day to 29,000 Mcf per day.

The reserves of the Igbuku and Obodugwa and Umuseti fields have been
estimated using production-performance analysis and the volumetric method.
Recovery factors have been estimated based on performance of the producing
wells, where applicable, and on anticipated abandonment rates and pressures
applicable to the drive mechanism expected for each reservoir, as well as analogy
when applicable. Generally, 1P reserves are based on the lesser range of recovery
linked with current performance in areas of lesser uncertainty. The probable and
possible reserves include additional reservoir area that might be drained beyond
that estimated for the 1P reserves and also include the potential of better-than-
expected performance and improved recovery efficiency.

In the estimation of the solution gas reserves to be recovered in

conjunction with future oil production, an analysis of the gas-oil ratio behavior
was used to identify any trends that could be used in the projection of future gas-
oil ratios. In the absence of any reliable, observable trends on which to base an
estimate of future behavior, the gas-oil ratio was estimated to remain at current
levels for the lives of the wells.

Summary

The estimated gross total 1P, 2P, and 3P oil, natural gas, and condensate
reserves for the properties evaluated in this report for Seplat are summarized as
follows, expressed in thousands of barrels (Mbbl) and millions of cubic feet
(MMcf):
Table 10
Gross Reserves
Oil and Condensate Marketable Gas
1P 2P 3P 1P 2P 3P
Block Field (Mbbl) (Mbbl) (Mbbl) (MMcf) (MMcf) (MMcf)

OPL 283 Igbuku 3,823 8,785 12,855 11,590 32,793 44,130

OPL 283 Umuseti & Obodugwa 6,728 15,523 30,303 105,803 191,708 307,590

Total 10,550 24,308 43,158 117,393 224,500 351,720

Notes:
1. Marketable gas has been converted to barrels of oil equivalent on a field-by-field basis
2. Numbers in this table may not add exactly due to rounding.

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The estimated gross total 1P, total 1P, 2P, and 3P oil, natural gas, and
condensate reserves for the properties evaluated in this report for Seplat are
summarized as follows, expressed in thousands of barrels of oil equivalent
(Mboe):

Table 11
Gross Reserves
Oil Equivalent
1P 2P 3P
Block Field (Mboe) (Mboe) (Mboe)

OPL 283 Igbuku 5,821 14,439 20,464

OPL 283 Umuseti & Obodugwa 24,969 48,576 83,335

Total 30,790 63,014 103,799

Notes:
1. Marketable gas has been converted to barrels of oil equivalent on a field-by-field basis.
2. Numbers in this table may not add exactly due to rounding.

Estimates of the working-interest total 1P, 2P, and 3P oil, natural gas,
and condensate reserves, evaluated herein are listed as follows, expressed in
Mbbl and MMcf:

Table 12
Working-Interest Reserves
Oil and Condensate Marketable Gas
1P 2P 3P 1P 2P 3P
Block Field (Mbbl) (Mbbl) (Mbbl) (MMcf) (MMcf) (MMcf)

OPL 283 Igbuku 1,529 3,514 5,142 4,636 13,117 17,652

OPL 283 Umuseti & Obodugwa 2,691 6,209 12,121 42,321 76,683 123,036

Total 4,220 9,723 17,263 46,957 89,800 140,688

Notes:
1. Marketable gas has been converted to barrels of oil equivalent on a field-by-field basis
2. Numbers in this table may not add exactly due to rounding.

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Estimates of the net total 1P, 2P, and 3P oil, natural gas, and condensate
reserves, evaluated herein are listed as follows, expressed in Mboe:

Table 13
Working-Interest Reserves
Oil Equivalent
1P 2P 3P
Block Field (Mboe) (Mboe) (Mboe)

OPL 283 Igbuku 2,328 5,776 8,185

OPL 283 Umuseti & Obodugwa 9,988 19,430 33,334

Total 12,316 25,206 41,520

Notes:
1. Marketable gas has been converted to barrels of oil equivalent on a field-by-field basis.
2. Numbers in this table may not add exactly due to rounding.

Procedure/Methodology

Estimates of reserves were prepared by the use of appropriate geologic,

petroleum engineering, and evaluation principles and techniques that are in
accordance with practices generally recognized by the petroleum industry and in
accordance with definitions established by the PRMS. The method or
combination of methods used in the analysis of each reservoir was tempered by
experience with similar reservoirs, stage of development, quality and
completeness of basic data, and production history.

Where applicable, the volumetric method was used to determine the

original quantities of petroleum in-place. Estimates were made by using various
types of logs, core analyses, and other available data. Formation tops, gross
thickness, and representative values for net pay thickness, porosity, and
interstitial fluid saturations were used to prepare structural maps to delineate
each reservoir and isopachous maps to estimate reservoir volumes.

Estimates of ultimate recovery were obtained by applying recovery

efficiency factors to the original quantities of petroleum in-place. These factors
were based on consideration of the type of energy inherent in the reservoir,
analysis of the fluid and rock properties, the structural position of the properties,
and the production history.

Where adequate data were available and where circumstances justified,

material-balance and other engineering methods were used to estimate recovery
factors. In these instances, reservoir performance parameters such as cumulative

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DeGolyer and MacNaughton Canada Limited

production, producing rate, reservoir pressure, gas oil ratio behavior, and water
production were considered in estimating recovery efficiencies used in
determining gross ultimate recovery.

For depletion-type reservoirs or other reservoirs where performance has

disclosed a reliable decline in producing-rate trends or other diagnostic
characteristics, reserves were estimated by the application of appropriate decline
curves or other performance relationships. In analyzing decline curves, reserves
were estimated only to the limits of economic production.

In certain cases where the previously named methods could not be used,
reserves were estimated by analogy with similar reservoirs where more complete
data were available.

The reserves estimates presented herein were based on consideration of

production data through October 31, 2013. Other data available through October
31, 2013, were used to prepare estimates for this report. Where applicable,
estimated cumulative production through October 31, 2013, was deducted from
the gross ultimate recovery to determine the estimated gross reserves.

The reserves forecasts contained herein terminate at the technical limit of

approximately 30 barrels per day for oil and 100 Mcf per day for gas or at the end
of the concession life, whichever occurs first. If a concession expires before the
economic production limit is reached, production that could be obtained after the
concession expiration, which would otherwise be classified as reserves, has been
classified as contingent resources.

The oil, natural gas, and condensate reserves estimated in this report are
expressed in terms of 42 United States gallons per barrel. Crude oil reserves are
to be recovered by conventional field operations. Condensate reserves are to be
recovered from gas processing and include C5+ fractions.

Gas quantities included in this report are expressed as marketable gas at

a pressure base of 14.7 pounds per square inch absolute (psia) and a temperature
base of 60 degrees Fahrenheit (°F). Marketable gas is defined as wet gas after
reduction for shrinkage resulting from field separation; processing, including
removal of non-hydrocarbon gas to meet pipeline specifications and condensate
extraction; and flare and other losses but not from fuel usage. Fuel gas is
included as reserves. Wet gas is the total gas produced from the reservoir prior to
processing or separation and includes all non-hydrocarbon components and the
gas equivalent of condensate. The marketable gas is converted to boe by using a
ratio of 5,800 cubic feet per boe.

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DeGolyer and MacNaughton Canada Limited

Estimates of the net present worth, undiscounted and discounted at a rate

of 10 percent, of the total 1P, 2P, and 3P (non-risk adjusted) base case scenario
reserves of the petroleum interests attributable to Seplat, expressed in millions
of United States dollars (MM U.S.$), are presented in the following table:

Table 14
Reserves - Working-Interest After Tax Net Present Values Discounted at 10%

1P 2P 3P
Asset (MM U.S.$) (MM U.S.$) (MM U.S.$)

OPL 283 51.7 145.9 236.0

Contingent Resources

OPL 283

Obodugwa and Umuseti Field

Certain potentially recoverable quantities of oil, condensate, and

marketable gas attributable to certain reservoirs in the Obodugwa and Umuseti
field have been classified in this report as contingent resources because of such
contingencies as lack of commitment to develop, lack of product sales
agreements, and/or lack of defined infrastructure, among other contingencies.
The contingent resources estimated in this report have an economic status of
Undetermined, since the evaluations of those contingent resources are at a stage
such that it is premature to clearly define the ultimate chance of commerciality.

The contingent resources are included in those reservoirs in the

Obodugwa and Umuseti field that are not part of the current development plan,
and estimates are based on volumetric analysis, incorporating structural
mapping as well as recovery expectations based on the rock properties and
geological setting. Estimated gas in-place for the contingent resources in the
Obodugwa and Umuseti field ranges from 507 MMcf to 10,560 MMcf and
estimated oil in-place ranges from 311 Mbbl to 4,935 Mbbl. Estimated recovery
factors ranged from 35 to 40 percent of the original gas in-place and 20 to 40
percent of the original oil in-place. 1C contingent resources estimates are based
on the low case volume in-place and recovery factor, and 2C contingent resources
estimates are based on the mid-range estimate of original gas in-place and
recovery. 3C contingent resources estimates are based on the higher expectation
of recovery and hydrocarbon in-place quantities.

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DeGolyer and MacNaughton Canada Limited

Estimation of Contingent Resources

Estimates of contingent resources were prepared by the use of appropriate

geologic, petroleum engineering, and evaluation principles and techniques that
are in accordance with practices generally recognized by the petroleum industry
and in accordance with definitions established by the PRMS. The method or
combination of methods used in the analysis of each reservoir was tempered by
experience with similar reservoirs, stage of development, quality and
completeness of basic data, and production history.

The volumetric method was used to estimate the original quantities of

petroleum in-place. Structure maps were prepared to delineate each reservoir,
and isopach maps were constructed to estimate reservoir volume. Electrical logs,
radioactivity logs, core analyses, and other available data were used to prepare
these maps as well as to estimate representative values for porosity and water
saturation.

Estimates of the working-interest and gross 1C (low), 2C (best), and 3C

(high) oil, condensate, and gas contingent resources attributable to Seplat for the
fields evaluated herein, as of October 31, 2013, are summarized as follows,
expressed in thousands of barrels (Mbbl) and millions of cubic feet (MMcf):

Table 15
Working-Interest and Gross Contingent
Resources
Oil and Condensate Marketable Gas
Gross WI Gross WI
(Mbbl) (Mbbl) (MMcf) (MMcf)

1C 68 27 176 72
2C 718 288 1,591 637
3C 1,977 790 4,348 1,739

Notes:
1. Application of any risk factor to contingent resources quantities
does not equate contingent resources with reserves.
2. There is no certainty that it will be commercially viable to
produce any portion of the contingent resources evaluated herein.
3. All contingent resources in this report have an economic status of
Undetermined, since the evaluations of those contingent resources
are at a stage such that it is premature to clearly define the
ultimate chance of commerciality.

Procedure/Methodology

Estimates of ultimate recovery were obtained after applying recovery

factors to original quantities of petroleum in-place. These recovery factors were

518
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DeGolyer and MacNaughton Canada Limited

based on consideration of the type of energy inherent in the reservoir, analyses of

the fluid and rock properties, and the structural position of the properties.

In certain cases, when the previously named methods could not be used,
contingent resources were estimated by analogy with similar wells or reservoirs
for which more complete data were available.

The contingent resources estimates presented herein are generally based

on consideration of drilling results, analyses of available geological data, well test
results, pressures, and other data available to October 31, 2013. The
development and economic status represents the status applicable on
October 31, 2013.

The oil, natural gas, and condensate contingent resources estimated in

this report are expressed in terms of 42 United States gallons per barrel. Crude
oil contingent resources are to be recovered by conventional field operations.
Condensate contingent resources are to be recovered from gas processing, and
include C5+ fractions.

Gas quantities included in this report are expressed as marketable gas at

a pressure base of 14.7 psia and a temperature base of 60°F. Marketable gas is
defined as wet gas after reduction for shrinkage resulting from field separation;
processing, including removal of non-hydrocarbon gas to meet pipeline
specifications and condensate extraction; and flare and other losses but not from
fuel usage. Fuel gas is included as contingent resources. Wet gas is the total gas
produced from the reservoir prior to processing or separation and includes all
non-hydrocarbon components and the gas equivalent of condensate. The
marketable gas is converted to boe by using a ratio of 5,800 cubic feet per boe.

Environmental Considerations

There are certain environmental considerations in any venue of petroleum

production. We are not aware of any extraordinary environmental elements
associated with the properties evaluated herein. As such, we have included
abandonment costs, as appropriate, to accomplish routine and safe removal of
subsurface and surface equipment at a given field site. Reclamation costs, if any,
are not included in the evaluation herein, unless specifically referenced.

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DeGolyer and MacNaughton Canada Limited

SUMMARY AND CONCLUSIONS

Estimates of proved, probable, and possible oil, natural gas, and

condensate reserves attributable to the working interests owned by Seplat and
evaluated herein are listed as follows, expressed in Mbbl and MMcf:

Table 16
Working-Interest Reserves Summary
1P 2P 3P

Oil, Condensate, and NGL, Mbbl 4,220 9,723 17,263

Marketable Gas, MMcf 46,957 89,800 140,688

Estimates of contingent oil, natural gas, and condensate resources,

attributable to the working interests owned by Seplat and evaluated herein are
listed as follows, expressed in Mbbl and MMcf:

Table 17
Working-Interest Contingent Resource Summary
1C 2C 3C

Oil, Condensate, and NGL, Mbbl 27 288 790

Marketable Gas, MMcf 72 637 1,739

Notes:
1. There is no certainty that it will be commercially viable to produce any portion of the contingent resources
evaluated herein.
2. Contingent resources have an economic status of "Undetermined."

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DeGolyer and MacNaughton Canada Limited

REFERENCES CITED

Klett, T.R., Ahlbrandt, T.S., Schmoker, J.W., and Dolton, G.L. (1997). Ranking
of the world’s oil and gas provinces by known petroleum volumes: U.S.
Geological Survey Open-File Report 97-463 (CD-ROM).

Tuttle, M.L.W., Charpentier, R.R., Brownfield M.E. (1999). The Niger Delta
Petroleum System: Niger Delta Province, Nigeria Cameroon, and
Equatorial Guinea, Africa: US Geological Survey Open-File Report 99-50-
H (pp. 4-14).

521
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DeGolyer and MacNaughton Canada Limited

Professional Qualifications DeGolyer and MacNaughton Canada

Limited is an Alberta Corporation with
offices at 311 – 6th Avenue S.W., Suite 1430, Calgary, Alberta T2P 3H2, Canada.
The firm is a subsidiary of DeGolyer and MacNaughton which has been providing
petroleum consulting services throughout the world since 1936. The firm’s
professional engineers, geologists, geophysicists, petrophysicists, and economists
are engaged in the independent appraisal of oil and gas properties, evaluation of
hydrocarbon and other mineral prospects, basin evaluations, comprehensive field
studies, equity studies, and studies of supply and economics related to the energy
industry. Except for the provision of professional services on a fee basis,
DeGolyer and MacNaughton Canada Limited has no commercial arrangement
with Seplat.

The evaluation has been supervised by Ms. Nahla Boury. Ms. Boury, Vice
President Engineering and Director with DeGolyer and MacNaughton Canada
Limited, a Registered Professional Engineer in the Province of Alberta, has
23 years of oil and gas industry experience and 19 years of applicable evaluation
experience.

Submitted,

DeGOLYER and MacNAUGHTON

CANADA LIMITED
SIGNED: March 3, 2014

_______________________________
Nahla R. Boury, P.Eng.

PERMIT TO PRACTICE
DeGolyer and MacNaughton
Canada Limited

Signature ____________________________

Date __________March 3, 2014__________

PERMIT NUMBER: P 5568
The Association of Professional Engineers
and Geoscientists of Alberta

522
DeGolyer and MacNaughton Canada Limited

CERTIFICATE of QUALIFICATION

I, Nahla R. Boury, Professional Engineer, of 1430, 311 Sixth Avenue S.W.,

Calgary, Alberta, Canada hereby certify:

1. I am an employee of DeGolyer and MacNaughton Canada Limited, which

prepared a competent person’s report of certain Nigerian oil and gas
properties of Seplat Petroleum Development Company PLC. The effective
date of this report is October 31, 2013.

2. I do not have, nor do I expect to receive, any direct or indirect interest in

the securities of Seplat Petroleum Development Company PLC or its
affiliated companies.

3. I attended the University of Calgary and I graduated with a Bachelor of

Science Degree in Chemical Engineering in 1990; I am a Registered
Professional Engineer in the Province of Alberta and that I have in excess
of twenty-three years’ experience in the Petroleum Industry of which
nineteen years’ experience are in the conduct of evaluation and
engineering studies relating to worldwide oil and gas fields.

4. A personal field inspection of the properties was not made; however, such
an inspection was not considered necessary in view of the information
available from public information and records, the files of Seplat
Petroleum Development Company PLC, and the appropriate provincial
regulatory authorities.

SIGNED: March 3, 2014

Nahla R. Boury, P.Eng.

Vice President Engineering and Director
DeGolyer and MacNaughton
Canada Limited

523
DeGolyer and MacNaughton Canada Limited

INDEX

APPENDIX
TABLES
Table A - DeGolyer and MacNaughton Price Forecast
Table A-1 – Seplat Gas Contract Price
Table B – Seplat’s Working Interest Reserve Production Forecast – Total
Company
Table C – Seplat’s Working Interest Reserve Cost Forecast – Total Company
CORPORATE SUMMARIES – FORECAST PRICE CASE
RESERVES BASE CASE
Total Proved Developed Producing Reserves
Table 1A –Summary of Reserves and Net Present Values – Total Company
Table 1B –Summary of Production and Future Net Revenue – Total Light Oil
Table 1D –Summary of Production and Future Net Revenue – Total Solution
Gas
Table 1F –Summary of Production and Future Net Revenue – Total Company
Table 1G –Income Tax Summary – Total Company
Total Proved Reserves
Table 2A –Summary of Reserves and Net Present Values – Total Company
Table 2B –Summary of Production and Future Net Revenue – Total Light Oil
Table 2C –Summary of Production and Future Net Revenue – Total Non-
Associated Sales Gas
Table 2D –Summary of Production and Future Net Revenue – Total Solution
Gas
Table 2E –Summary of Production and Future Net Revenue – Total Condensate
Table 2F –Summary of Production and Future Net Revenue – Total Company
Table 2G –Income Tax Summary – Total Company
Total Proved-plus-Probable Reserves
Table 3A –Summary of Reserves and Net Present Values – Total Company
Table 3B –Summary of Production and Future Net Revenue – Total Light Oil
Table 3C –Summary of Production and Future Net Revenue – Total Non-
Associated Sales Gas
Table 3D –Summary of Production and Future Net Revenue – Total Solution
Gas
Table 3E –Summary of Production and Future Net Revenue – Total Condensate
Table 3F –Summary of Production and Future Net Revenue – Total Company
Table 3G –Income Tax Summary – Total Company
Total Proved-plus-Probable-plus-Possible Reserves
Table 4A –Summary of Reserves and Net Present Values – Total Company
Table 4B –Summary of Production and Future Net Revenue – Total Light Oil
Table 4C –Summary of Production and Future Net Revenue – Total Non-
Associated Sales Gas
Table 4D –Summary of Production and Future Net Revenue – Total Solution
Gas
Table 4E –Summary of Production and Future Net Revenue – Total Condensate
Table 4F –Summary of Production and Future Net Revenue – Total Company
Table 4G –Income Tax Summary – Total Company

524
DeGolyer and MacNaughton Canada Limited

INDEX

TABLES
Table A - DeGolyer and MacNaughton Price Forecast
Table A-1 – DeGolyer and MacNaughton Price Forecast – Seplat Gas Contract
Price
Table B – Seplat’s Working Interest Reserve Production Forecast – Total
Company
Table C – Seplat’s Working Interest Reserve Cost Forecast – Total Company

525
 TABLE 
DEGOLYER AND MACNAUGHTON CANADA LIMITED PRICE FORECAST
EFFECTIVE DATE: 30-Sep-2013

EDM. HEAVY HEAVY CRUDE CRUDE BC PLANT

OIL FIELD WTI OIL OIL OIL BITUMEN BITUMEN DILBIT @ NYMEX ALBERTA PLANTGATE CANWEST SASK EDMONTON GATE
COSTS EXCHANGE UNESC WTI EDMONTON 25 API 12 API 9 API 9 API 35% Henry Hub AECO AGGR. SPOT PLANT GAS ETHANE PROPANE BUTANE PENTANES SULPHUR
INFLATION RATE Constant @CUSHING Brent LIGHT HARDISTY HARDISTY Pipeline Plant Gate Condensate Reference Border GATE PRICE PRICE PRICE PLUS PRICE
YEAR % USD/CAD $US/bbl $US/bbl $US/bbl $/bbl $/bbl $/bbl $/bbl $/bbl $/bbl US$/Mcf Cdn$/Mcf $/Mcf $/Mcf $/Mcf $/Mcf $/bbl $/bbl $/bbl $/bbl $/ton

2001 2.4 0.646 - 25.82 24.61 39.48 25.09 17.62 - - - 4.10 - 5.32 5.52 6.16 6.13 - 30.39 29.53 42.60 - 10.47
2002 2.4 0.637 - 26.04 24.94 40.11 31.68 27.25 - - - 3.34 - 3.83 4.08 3.89 3.98 - 20.63 26.59 40.88 9.50
2003 2.5 0.716 - 30.99 28.93 43.52 33.06 27.02 - - - 5.49 - 6.05 6.67 6.27 6.54 - 31.89 34.60 44.44 40.71
2004 1.7 0.770 - 41.39 38.35 53.06 38.09 29.97 - - - 6.16 - 6.34 6.56 6.40 6.71 - 34.78 41.21 54.36 39.95
2005 2.0 0.826 - 56.48 55.15 69.28 45.66 34.26 - - - 8.98 - 8.45 8.77 8.17 8.52 - 42.03 50.37 70.75 38.67
2006 1.9 0.882 - 66.02 66.16 73.36 51.90 42.77 - - - 7.01 - 6.59 6.54 6.29 6.91 - 44.02 59.44 75.92 19.36
2007 2.1 0.936 - 72.19 72.46 76.87 54.00 44.27 36.72 33.48 52.49 7.13 - 6.28 6.47 6.22 6.51 - 49.58 62.16 78.43 39.46
2008 2.1 0.944 - 99.90 98.64 103.28 84.25 75.60 74.58 70.98 85.13 9.30 - 8.03 8.17 7.88 8.11 - 58.13 77.31 106.01 365.66
2009 1.2 0.880 - 61.68 61.87 66.21 59.94 55.14 50.27 47.50 58.69 4.16 - 3.90 3.99 3.84 4.08 - 37.37 50.76 68.51 4.84
2010 1.7 0.971 - 79.50 80.05 77.63 68.20 61.50 57.21 62.19 75.87 4.38 - 3.89 4.00 3.65 4.03 - 45.76 64.68 84.18 54.34
2011 2.3 1.012 - 95.15 110.88 95.18 77.71 68.21 65.20 61.31 73.71 4.04 - 3.55 3.64 3.01 3.52 - 52.85 77.23 104.45 117.67
2012 1.6 1.000 - 94.21 111.90 85.84 74.64 65.74 62.66 58.92 69.34 2.82 - 2.15 2.39 2.17 2.10 - 37.95 71.98 103.35 128.97
2013 9 mo. Act 1.2 0.992 - 107.01 111.63 104.88 90.63 - 76.08 71.55 84.36 3.68 - - 3.05 - - - - - - -

2013 3 mo. Fcst - 0.980 100.00 100.00 110.00 97.45 77.96 75.04 65.44 56.44 73.28 3.60 3.27 2.99 3.05 2.83 3.14 13.64 58.47 73.09 99.40 85.00
2014 2.0 0.980 96.00 97.92 105.92 95.23 80.00 73.33 67.15 59.64 75.20 4.00 3.67 3.39 3.45 3.21 3.55 15.24 57.14 71.43 97.14 86.70
2015 2.0 0.980 94.00 97.80 103.80 95.02 79.81 73.16 67.00 59.46 75.02 4.40 4.07 3.78 3.84 3.58 3.96 17.10 57.01 71.26 96.92 88.43
2016 2.0 0.980 96.00 101.88 105.88 99.08 83.23 76.29 69.87 62.05 78.24 4.75 4.42 4.13 4.19 3.90 4.31 19.82 59.45 74.31 101.06 90.20
2017 2.0 0.980 98.50 106.62 108.62 103.83 87.21 79.95 73.21 65.08 81.98 5.10 4.77 4.47 4.53 4.22 4.67 20.77 62.30 77.87 105.90 92.01

526
2018 2.0 0.980 99.00 109.30 111.51 106.46 89.43 81.98 75.07 66.75 84.06 5.45 5.12 4.88 4.88 4.54 5.02 21.29 63.88 79.85 108.59 93.85
2019 2.0 0.980 100.00 112.62 114.87 109.74 92.18 84.50 77.38 68.83 86.65 5.56 5.22 4.97 4.97 4.63 5.12 21.95 65.85 82.31 111.94 95.72
2020 2.0 0.980 100.00 114.87 117.17 111.94 94.03 86.19 78.93 70.21 88.39 5.67 5.33 5.07 5.07 4.72 5.23 22.39 67.16 83.95 114.18 97.64
2021 2.0 0.980 100.00 117.17 119.51 114.18 95.91 87.92 80.51 71.61 90.15 5.78 5.43 5.17 5.17 4.81 5.33 22.84 68.51 85.63 116.46 99.59
2022 2.0 0.980 100.00 119.51 121.90 116.46 97.83 89.67 82.12 73.05 91.96 5.90 5.54 5.28 5.28 4.91 5.44 23.29 69.88 87.35 118.79 101.58
2023 2.0 0.980 100.00 121.90 124.34 118.79 99.78 91.47 83.76 74.51 93.80 6.02 5.65 5.38 5.38 5.01 5.55 23.76 71.27 89.09 121.17 103.61
2024 2.0 0.980 100.00 124.34 126.82 121.17 101.78 93.30 85.44 76.00 95.67 6.14 5.77 5.49 5.49 5.11 5.66 24.23 72.70 90.87 123.59 105.69
2025+ 2.0 escalate oil, gas and product prices at 2.0% per year thereafter

Disclaimer: This price forecast is intended to be used by DMCL's professtionals. Any other persons using this price forecast should have the understanding that it is an estimate of future pricing and should be used at his/her own risk.
DMCL and its officers, directors and employees shall not be held responsible or liable for any use of the above information.
 Table A-1

DeGolyer and MacNaughton Canada Limited Price Forecast

Seplat Gas Contract Price

Seplat's Contract Price ($/MMBTU)

Year Reserves
2013 1.41
2014 1.90
2015 1.96
2016 2.22
2017 2.27
2018 2.32
2019 2.37
2020 2.42
2021 2.46
2022 2.51
2023 2.57
2024 2.61
2025 2.67
2026 2.72
2027 2.78
2028 +2.0% Thereafter

527
 Table B
Total Company
Seplat's Working Interest Gross Reserve Production Forecast
Total Proved + Probable

Light Oil Heavy Oil Condensate Sales Gas

Year (Mbbl) (Mbbl) (Mbbl) (MMcf)

2013 47 - - -
2014 186 - - -
2015 461 - 804 10,966
2016 264 - 712 9,683
2017 270 - 647 8,972
2018 206 - 609 8,459
2019 326 - 583 8,068
2020 228 - 608 8,255
2021 104 - 603 8,148
2022 313 - 570 7,804
2023 222 - 532 7,231
2024 87 - 346 4,623
2025 189 - 211 2,816
2026 108 - 125 1,677
2027 90 - 82 1,120
2028 26 - 85 1,034
2029 - - 54 639
2030 - - 26 304

Total 3,129 - 6,595 89,800

528
 Table C
Total Company
Seplat's Working Interest Reserve Cost Forecast
Total Proved + Probable

Fixed OPEX Crude Handling Variable Gas Facilities Recompletion Drilling CAPEX Abandonment
Year (M$) G&A Costs OPEX (M$) OPEX CAPEX (M$) CAPEX (M$) (M$) Costs (M$)
2013 106 67 164 - 5,200 - - -
2014 1,051 404 657 - - - 24,040 -
2015 454 1,031 4,565 11,307 - 6,539 - -
2016 463 1,052 3,596 10,184 - - - -
2017 472 1,073 3,444 9,625 - 3,402 - -
2018 481 1,094 3,120 9,256 - - - -
2019 491 1,116 3,551 9,004 - 3,539 - -
2020 503 1,136 3,323 9,402 - 3,610 - -
2021 513 1,159 2,868 9,466 - - - -
2022 523 1,182 3,652 9,249 - 7,511 - -
2023 534 1,206 3,182 8,741 - 3,831 - -
2024 544 1,230 1,864 5,700 - 3,907 - -
2025 555 1,255 1,758 3,542 - 3,985 - -
2026 564 1,282 1,046 2,150 - 8,130 - -

529
2027 575 1,308 790 1,464 - 4,146 - -
2028 587 1,334 514 1,379 - - - -
2029 599 1,360 255 870 - - - -
2030 611 1,388 129 422 - - - -
2031 623 1,415 - - - - - 11,220

Total 10,247 21,092 38,478 101,760 5,200 48,600 24,040 11,220

DeGolyer and MacNaughton Canada Limited

INDEX

CORPORATE SUMMARIES – FORECAST PRICE CASE

RESERVES BASE CASE
Total Proved Developed Reserves
Table 1A –Summary of Reserves and Net Present Values – Total Company
Table 1B –Summary of Production and Future Net Revenue – Total Light Oil
Table 1D –Summary of Production and Future Net Revenue – Total Solution
Gas
Table 1F –Summary of Production and Future Net Revenue – Total Company
Table 1G –Income Tax Summary – Total Company
Total Proved Reserves
Table 2A –Summary of Reserves and Net Present Values – Total Company
Table 2B –Summary of Production and Future Net Revenue – Total Light Oil
Table 2C –Summary of Production and Future Net Revenue – Total Non-
Associated Sales Gas
Table 2D –Summary of Production and Future Net Revenue – Total Solution
Gas
Table 2E –Summary of Production and Future Net Revenue – Total Condensate
Table 2F –Summary of Production and Future Net Revenue – Total Company
Table 2G –Income Tax Summary – Total Company
Total Proved-plus-Probable Reserves
Table 3A –Summary of Reserves and Net Present Values – Total Company
Table 3B –Summary of Production and Future Net Revenue – Total Light Oil
Table 3C –Summary of Production and Future Net Revenue – Total Non-
Associated Sales Gas
Table 3D –Summary of Production and Future Net Revenue – Total Solution
Gas
Table 3E –Summary of Production and Future Net Revenue – Total Condensate
Table 3F –Summary of Production and Future Net Revenue – Total Company
Table 3G –Income Tax Summary – Total Company
Total Proved-plus-Probable-plus-Possible Reserves
Table 4A –Summary of Reserves and Net Present Values – Total Company
Table 4B –Summary of Production and Future Net Revenue – Total Light Oil
Table 4C –Summary of Production and Future Net Revenue – Total Non-
Associated Sales Gas
Table 4D –Summary of Production and Future Net Revenue – Total Solution
Gas
Table 4E –Summary of Production and Future Net Revenue – Total Condensate
Table 4F –Summary of Production and Future Net Revenue – Total Company
Table 4G –Income Tax Summary – Total Company

530
 Table 1A
Summary of Reserves and Net Present Value - Total Company
Proved Developed Producing
Seplat Petroleum Development Company Plc
Effective as of October 31, 2013
Forecast Price Case

Value Navigator 6.1.4.53

Run Date : Jan 28, 14 08:44
Project : 021576
Current
Reserve Avg. Light&Med Oil Heavy Oil Sales Gas NGLs Total BOE NPV
Well Zone Cat. WI % Gross Net Gross Net Gross Net Gross Net Gross Net @ 0% @ 10%
bbl bbl bbl bbl Mcf Mcf bbl bbl bbl bbl MM$ MM$
Nigeria
Delta State

UMUSETI 196409 192235 - - 15417 14338 - - 199067 194707 7.8 7.6

Total Delta State 196409 192235 - - 15417 14338 - - 199067 194707 7.8 7.6

Total Nigeria 196409 192235 - - 15417 14338 - - 199067 194707 7.8 7.6

Total Company 196409 192235 - - 15417 14338 - - 199067 194707 7.8 7.6

These data accompany the report of DeGolyer and MacNaughton and are subject to its specific conditions.

531
 Table 1B
Summary of Production and Future Net Revenue - Total Company Light Oil
Proved Developed Producing
Seplat Petroleum Development Company Plc
Effective as of October 31, 2013
Forecast Price Case

Value Navigator 6.1.4.53

Run Date : Jan 28, 14 08:44
Project : 021576

RESERVES AND PRODUCTION FORECAST

Light Oil
bbl
# of Price Pool Company Share
Year Wells $/bbl bbl/d Vol Gross Net
2013 2 105.50 848 51699 20680 20240
2014 2 101.42 573 209218 83687 81909
2015 2 99.30 314 114501 45800 44827
2016 2 101.38 191 69906 27962 27368
2017 2 104.12 125 45698 18279 17891
2018 - - - - - -
SUB 491022 196409 192235
REM - - -
TOT 491022 196409 192235

COMPANY SHARE FUTURE NET REVENUE

Working Interest Royalty FR After Future
Future Revenue (FR) Revenue Royalties Operating Costs Roy. & Proc & Net Revenue
Oper. Net Other Capital Aband
Oil Total Total Fixed Var Costs Back Income Costs Costs Undisc 10.0%
Year MM$ MM$ MM$ MM$ % MM$ MM$ $/bbl MM$ $/bbl MM$ MM$ MM$ MM$ MM$
2013 2.2 2.2 - 0.4 17.2 0.2 0.1 15.11 1.5 72.22 - - - 1.5 1.5
2014 8.5 8.5 - 1.5 17.2 1.5 0.3 20.93 5.3 63.01 - - - 5.3 4.9
2015 4.5 4.5 - 0.8 17.2 1.5 0.2 36.20 2.1 45.98 - - - 2.1 1.8
2016 2.8 2.8 - 0.5 17.2 1.5 0.1 58.01 0.7 25.89 - - - 0.7 0.6
2017 1.9 1.9 - 0.3 17.2 1.5 0.1 88.44 0.0 - - - - 0.0 0.0
2018 - - - 0.1 - - - - -0.1 - - - 1.7 -1.8 -1.2
SUB 20.0 20.0 - 3.5 17.8 6.2 0.7 35.44 9.5 48.12 - - 1.7 7.8 7.6
REM - - - - 0 - - - - - - - - - -
TOT 20.0 20.0 - 3.5 17.5 6.2 0.7 35.44 9.5 48.39 - - 1.7 7.8 7.6

NET PRESENT VALUE (MM$) - BT

Discount Rate 0.0% 5.0% 8.0% 10.0% 15.0% 20.0% 25.0%
FR After Roy & Oper . 9.5 9.1 8.9 8.7 8.4 8.1 7.8
Proc & Other Income . - - - - - - -
Capital Costs . . . . - - - - - - -
Abandonment Costs . . 1.7 1.4 1.3 1.2 1.0 0.8 0.7
Future Net Revenue. . 7.8 7.7 7.6 7.6 7.4 7.3 7.2

These data accompany the report of DeGolyer and MacNaughton and are subject to its specific conditions.

532
 Table 1D
Summary of Production and Future Net Revenue - Total Company Solution Gas
Proved Developed Producing
Seplat Petroleum Development Company Plc
Effective as of October 31, 2013
Forecast Price Case

Value Navigator 6.1.4.53

Run Date : Jan 28, 14 08:44
Project : 021576

RESERVES AND PRODUCTION FORECAST

Solution Gas
Mcf
# of Price Pool Company Share
Year Wells $/Mcf Mcf/d Vol Gross Net
2013 - - - - - -
2014 - - - - - -
2015 - 1.98 - 19107 7643 7108
2016 - 2.24 - 11714 4686 4358
2017 - 2.29 - 7722 3089 2873
2018 - - - - - -
SUB 38543 15417 14338
REM - - -
TOT 38543 15417 14338

COMPANY SHARE FUTURE NET REVENUE

Working Interest Royalty FR After Future
Future Revenue (FR) Revenue Royalties Operating Costs Roy. & Proc & Net Revenue
Oper. Net Other Capital Aband
Gas Total Total Fixed Var Costs Back Income Costs Costs Undisc 10.0%
Year MM$ MM$ MM$ MM$ % MM$ MM$ $/Mcf MM$ $/Mcf MM$ MM$ MM$ MM$ MM$
2013 - - - - - - - - - - - - - - -
2014 - - - - - - - - - - - - - - -
2015 0.0 0.0 - 0.0 7.0 - - - 0.0 1.84 - - - 0.0 0.0
2016 0.0 0.0 - 0.0 7.0 - - - 0.0 2.08 - - - 0.0 0.0
2017 0.0 0.0 - 0.0 7.0 - - - 0.0 2.13 - - - 0.0 0.0
2018 - - - - - - - - - - - - - - -
SUB 0.0 0.0 - 0.0 7.0 - - - 0.0 1.97 - - - 0.0 0.0
REM - - - - 0 - - - - - - - - - -
TOT 0.0 0.0 - 0.0 7.0 - - - 0.0 1.97 - - - 0.0 0.0

NET PRESENT VALUE (MM$) - BT

Discount Rate 0.0% 5.0% 8.0% 10.0% 15.0% 20.0% 25.0%
FR After Roy & Oper . 0.0 0.0 0.0 0.0 0.0 0.0 0.0
Proc & Other Income . - - - - - - -
Capital Costs . . . . - - - - - - -
Abandonment Costs . . - - - - - - -
Future Net Revenue. . 0.0 0.0 0.0 0.0 0.0 0.0 0.0

These data accompany the report of DeGolyer and MacNaughton and are subject to its specific conditions.

533
 Table 1F
Summary of Production and Future Net Revenue - Total Company
Proved Developed Producing
Seplat Petroleum Development Company Plc
Effective as of October 31, 2013
Forecast Price Case
Avg. WI : 40.00%
Avg. Roy : 2.13% Value Navigator 6.1.4.53
Avg. Prod. Taxes : 15.34% Run Date : Jan 28, 14 08:45
Project : 021576

RESERVES AND PRODUCTION FORECAST

Light&Med Oil Heavy Oil Sales Gas
bbl bbl Mcf
# of Price Pool Company Share Price Pool Company Share Price Pool Company Share
Year Wells $/bbl bbl/d Vol Gross Net $/bbl bbl/d Vol Gross Net $/Mcf Mcf/d Vol Gross Net
2013 2 105.50 848 51699 20680 20240 - - - - - - - - - -
2014 2 101.42 573 209218 83687 81909 - - - - - - - - - -
2015 2 99.30 314 114501 45800 44827 - - - - - 1.98 52 19107 7643 7108
2016 2 101.38 191 69906 27962 27368 - - - - - 2.24 32 11714 4686 4358
2017 2 104.12 125 45698 18279 17891 - - - - - 2.29 21 7722 3089 2873
2018 - - - - - - - - - - - - - - - -
SUB 491022 196409 192235 - - - 38543 15417 14338
REM - - - - - - - - -
TOT 491022 196409 192235 - - - 38543 15417 14338
Condensate Butane Propane Ethane Sulphur
bbl bbl bbl bbl LT
Price Company Share Price Company Share Price Company Share Price Company Share Price Company Share
Year $/bbl Gross Net $/bbl Gross Net $/bbl Gross Net $/bbl Gross Net $/LT Gross Net
2013 - - - - - - - - - - - - - - -
2014 - - - - - - - - - - - - - - -
2015 - - - - - - - - - - - - - - -
2016 - - - - - - - - - - - - - - -
2017 - - - - - - - - - - - - - - -
2018 - - - - - - - - - - - - - - -
SUB - - - - - - - - - -
REM - - - - - - - - - -
TOT - - - - - - - - - -

COMPANY SHARE FUTURE NET REVENUE

Working Interest Royalty FR After Future
Future Revenue (FR) Revenue Royalties Prod. Taxes Oper Costs Roy. & Proc & Net Revenue
Sales Pipe NDDC Oper. Net Other Cap'l Aband
Oil Gas NGLs Total State Other Losses Levy Fixed Var Costs Back Income Costs Costs Undisc 10.0%
Year MM$ MM$ MM$ MM$ MM$ MM$ MM$ MM$ MM$ MM$ MM$ MM$ $/BOE MM$ MM$ MM$ MM$ MM$
2013 2.2 - - 2.2 - 0.0 - 0.3 0.0 0.2 0.1 1.5 72.22 - - - 1.5 1.5
2014 8.5 - - 8.5 - 0.2 - 1.3 0.0 1.5 0.3 5.3 63.01 - - - 5.3 4.9
2015 4.5 0.0 - 4.6 - 0.1 - 0.7 0.0 1.5 0.2 2.1 45.00 - - - 2.1 1.8
2016 2.8 0.0 - 2.8 - 0.1 - 0.4 0.0 1.5 0.1 0.7 25.50 - - - 0.7 0.6
2017 1.9 0.0 - 1.9 - 0.0 - 0.3 0.0 1.5 0.1 0.0 -1.85 - - - 0.0 0.0
2018 - - - - - - - - 0.1 - - -0.1 - - - 1.7 -1.8 -1.2
SUB 20.0 0.0 - 20.0 - 0.4 - 3.0 0.1 6.2 0.7 9.5 47.60 - - 1.7 7.8 7.6
REM - - - - - - - - - - - - - - - - - -
TOT 20.0 0.0 - 20.0 - 0.4 - 3.0 0.1 6.2 0.7 9.5 47.90 - - 1.7 7.8 7.6

NET PRESENT VALUE (MM$) - BT PROFITABILITY BT

Discount Rate 0.0% 5.0% 8.0% 10.0% 15.0% 20.0% 25.0%
Rate of Return (%) . . . . . -
FR After Roy & Oper . 9.5 9.1 8.9 8.8 8.4 8.1 7.9 Profit Index (undisc). . . . -
Proc & Other Income . - - - - - - - (disc @ 10.0%). -
Capital Costs . . . . - - - - - - - Total Payout (years) . . . . -
Abandonment Costs . . 1.7 1.4 1.3 1.2 1.0 0.8 0.7 Cost of Finding ($/BOE). . . -
Future Net Revenue. . 7.8 7.7 7.6 7.6 7.5 7.3 7.2 NPV @ 10% ($/BOE). . . . . . 38.14

These data accompany the report of DeGolyer and MacNaughton and are subject to its specific conditions.

534
 Table 1G
Income Tax Summary - Total Company
Proved Developed Producing
Seplat Petroleum Development Company Plc
Effective as of October 31, 2013
Forecast Price Case

Value Navigator 6.1.4.53

Run Date : Jan 28, 14 08:45
Project : 021576

Burdens & Expenses Taxable Capital Deductions

Gross Reserves Revenue Op.Costs, Income Cap.
Sales NDDC Pipe Aband& Before Ded.
Oil Gas NGLs WI Roy. Other Total Burdens Levy Losses Salv. Total Ded. G&G I.A. Annu. Other Avail
Year bbl Mcf bbl MM$ MM$ MM$ MM$ MM$ MM$ MM$ MM$ MM$ MM$ MM$ MM$ MM$ MM$ MM$
2013 20680 - - 2.2 - - 2.2 0.0 0.0 0.3 0.3 0.7 1.5 - - - - -
2014 83687 - - 8.5 - - 8.5 0.2 0.0 1.3 1.8 3.2 5.3 - - - - -
2015 45800 7643 - 4.6 - - 4.6 0.1 0.0 0.7 1.7 2.4 2.1 - - - - -
2016 27962 4686 - 2.8 - - 2.8 0.1 0.0 0.4 1.6 2.1 0.7 - - - - -
2017 18279 3089 - 1.9 - - 1.9 0.0 0.0 0.3 1.6 1.9 0.0 - - - - -
2018 - - - - - - - - 0.1 - 1.7 1.8 -1.8 - - - - -
SUB 196409 15417 - 20.0 - - 20.0 0.4 0.1 3.0 8.7 12.2 7.8 - - - - -
REM - - - - - - - - - - - - - - - - - -
TOT 196409 15417 - 20.0 - - 20.0 0.4 0.1 3.0 8.7 12.2 7.8 - - - - -

G&G Investment Allowance Annual Allowance Other Allowance

Initial Add- Depn. Expense Initial Add- Depn. Expense Initial Add- Depn. Expense Initial Add- Depn. Expense
Balance ition Rate Claim Balance ition Rate Claim Balance ition Rate Claim Balance ition Rate Claim
Year MM$ MM$ % MM$ MM$ MM$ % MM$ MM$ MM$ % MM$ MM$ MM$ % MM$
2013 - - - - - - - - - - - - - - - -
2014 - - - - - - - - - - - - - - - -
2015 - - - - - - - - - - - - - - - -
2016 - - - - - - - - - - - - - - - -
2017 - - - - - - - - - - - - - - - -
2018 - - - - - - - - - - - - - - - -
SUB - - - - - - - -
REM - - - - - - - -
TOT - - - - - - - -

Education Tax Petroleum Production Tax Regime Cash Flow

Cap. Tax Loss Tax Cap. Tax Loss Tax Total
Ded. Carry Ded. Taxable Tax Pay Ded. Carry Ded. Taxable Tax Pay- Other Tax Cum. NPV
Avail. Fwd Used Income Rate -able Avail. Fwd Used Income Rate able Taxes BTCF Payable ATCF ATCF @ 10 %
Year MM$ MM$ MM$ MM$ % MM$ MM$ MM$ MM$ MM$ % MM$ MM$ MM$ MM$ MM$ MM$ MM$
2013 - - - 1.5 2.0 0.0 - - - 1.5 65.8 1.0 - 1.5 1.0 0.5 0.5 0.6
2014 - - - 5.3 2.0 0.1 - - - 5.2 65.8 3.4 - 5.3 3.5 1.8 2.3 1.7
2015 - - - 2.1 2.0 0.0 - - 0.0 2.1 65.8 1.4 0.0 2.1 1.4 0.7 3.0 0.6
2016 - - - 0.7 2.0 0.0 - - 0.0 0.7 65.8 0.5 0.0 0.7 0.5 0.3 3.2 0.2
2017 - - - 0.0 2.0 0.0 - 0.0 0.0 - - - 0.0 0.0 0.0 0.0 3.2 0.0
2018 - - - -0.1 2.0 0.0 - 0.1 -0.1 - - - - -1.8 0.0 -1.8 1.4 -1.2
SUB - - 9.5 2.0 0.2 - -0.1 9.4 65.8 6.2 0.0 7.8 6.4 1.4 1.8
REM - - - - - - - - - - - - - - -
TOT - - 9.5 2.0 0.2 - -0.1 9.4 65.8 6.2 0.0 7.8 6.4 1.4 1.8

NET PRESENT VALUE (MM$) - AT

Discount Rate 0.0% 5.0% 8.0% 10.0% 15.0% 20.0%
Before Tax Cash Flow. 7.8 7.7 7.6 7.6 7.5 7.3
Tax Payable . . . . . 6.4 6.1 5.9 5.8 5.5 5.3
After Tax Cash Flow . 1.4 1.6 1.8 1.8 1.9 2.0

These data accompany the report of DeGolyer and MacNaughton and are subject to its specific conditions.

535
 FORECAST PRICE CASE

No Proved Non-Producing Reserves were

assigned in this report.

536
 Table 2A
Summary of Reserves and Net Present Value - Total Company
Total Proved
Seplat Petroleum Development Company Plc
Effective as of October 31, 2013
Forecast Price Case

Value Navigator 6.1.4.53

Run Date : Jan 28, 14 08:44
Project : 021576
Current
Reserve Avg. Light&Med Oil Heavy Oil Sales Gas NGLs Total BOE NPV
Well Zone Cat. WI % Gross Net Gross Net Gross Net Gross Net Gross Net @ 0% @ 10%
Mbbl Mbbl Mbbl Mbbl MMcf MMcf Mbbl Mbbl Mbbl Mbbl MM$ MM$
Nigeria
Delta State

IGBUKU - - - - 42321 39359 2691 2634 9988 9420 240.6 156.0

UMUSETI 1245 1219 - - 4636 4311 284 278 2329 2240 65.7 35.7

Total Delta State 1245 1219 - - 46957 43670 2975 2912 12316 11660 306.3 191.7

Total Nigeria 1245 1219 - - 46957 43670 2975 2912 12316 11660 306.3 191.7

Total Company 1245 1219 - - 46957 43670 2975 2912 12316 11660 306.3 191.7

These data accompany the report of DeGolyer and MacNaughton and are subject to its specific conditions.

537
 Table 2B
Summary of Production and Future Net Revenue - Total Company Light Oil
Total Proved
Seplat Petroleum Development Company Plc
Effective as of October 31, 2013
Forecast Price Case

Value Navigator 6.1.4.53

Run Date : Jan 28, 14 08:44
Project : 021576

RESERVES AND PRODUCTION FORECAST

Light Oil
Mbbl
# of Price Pool Company Share
Year Wells $/bbl bbl/d Vol Gross Net
2013 2 105.50 848 52 21 20
2014 2 101.42 573 209 84 82
2015 3 99.30 778 284 114 111
2016 3 101.38 347 127 51 50
2017 2 104.12 125 46 18 18
2018 1 107.01 322 118 47 46
2019 2 110.37 1527 557 223 218
2020 1 112.67 817 299 120 117
2021 1 115.01 257 94 37 37
2022 2 117.40 1585 578 231 226
2023 1 119.84 790 288 115 113
2024 1 122.32 208 76 30 30
2025 1 124.86 828 302 121 118
2026 1 127.44 227 83 33 32
2027 - - - - - -
SUB 3113 1245 1219
REM - - -
TOT 3113 1245 1219

COMPANY SHARE FUTURE NET REVENUE

Working Interest Royalty FR After Future
Future Revenue (FR) Revenue Royalties Operating Costs Roy. & Proc & Net Revenue
Oper. Net Other Capital Aband
Oil Total Total Fixed Var Costs Back Income Costs Costs Undisc 10.0%
Year MM$ MM$ MM$ MM$ % MM$ MM$ $/bbl MM$ $/bbl MM$ MM$ MM$ MM$ MM$
2013 2.2 2.2 - 0.5 24.4 0.2 0.1 15.11 1.3 64.68 - 5.2 - -3.9 -3.9
2014 8.5 8.5 - 2.2 25.7 1.5 0.3 20.93 4.6 54.40 - 24.0 - -19.5 -19.3
2015 11.3 11.3 - 2.1 19.0 1.5 0.5 17.66 7.1 62.77 - 6.5 - 0.6 0.3
2016 5.1 5.1 - 0.9 17.3 1.5 0.2 34.31 2.5 49.57 - - - 2.5 2.0
2017 1.9 1.9 - 0.4 22.6 1.5 0.1 88.44 -0.1 - - 3.4 - -3.5 -2.6
2018 5.0 5.0 - 1.1 21.4 1.6 0.2 38.38 2.2 45.73 - 6.9 - -4.8 -3.3
2019 24.6 24.6 - 4.3 17.7 1.6 0.9 11.38 17.7 79.48 - 3.5 - 14.2 8.2
2020 13.5 13.5 - 2.4 18.0 1.6 0.5 17.89 8.9 74.46 - 3.6 - 5.3 2.7
2021 4.3 4.3 - 0.7 17.2 1.7 0.2 48.86 1.7 46.33 - - - 1.7 0.8
2022 27.2 27.2 - 4.9 18.1 1.7 1.0 11.72 19.5 84.47 - 7.5 - 12.0 5.1
2023 13.8 13.8 - 2.4 17.2 1.7 0.5 19.53 9.2 79.66 - - - 9.2 3.7
2024 3.7 3.7 - 0.6 17.2 1.8 0.1 62.88 1.2 38.36 - - - 1.2 0.4
2025 15.1 15.1 - 2.7 18.0 1.8 0.6 19.59 10.0 82.76 - 4.0 - 6.0 1.9
2026 4.2 4.2 - 0.7 17.2 1.8 0.2 60.46 1.5 45.02 - - - 1.5 0.4
2027 - - - 0.3 - 1.9 - - -2.2 - - - 10.4 -12.6 -3.5
SUB 140.4 140.4 - 26.5 19.1 23.5 5.4 24.70 85.1 66.58 - 64.8 10.4 10.0 -7.1
REM - - - - 0 - - - - - - - - - -
TOT 140.4 140.4 - 26.5 18.8 23.5 5.4 23.19 85.1 68.35 - 64.8 10.4 10.0 -7.1

NET PRESENT VALUE (MM$) - BT

Discount Rate 0.0% 5.0% 8.0% 10.0% 15.0% 20.0% 25.0%
FR After Roy & Oper . 85.1 61.7 51.9 46.5 36.3 29.2 24.2
Proc & Other Income . - - - - - - -
Capital Costs . . . . 64.8 56.5 52.8 50.7 46.5 43.4 41.0
Abandonment Costs . . 10.4 5.4 3.8 2.9 1.6 0.9 0.5
Future Net Revenue. . 10.0 -0.2 -4.7 -7.1 -11.8 -15.1 -17.3

These data accompany the report of DeGolyer and MacNaughton and are subject to its specific conditions.

538
 Table 2C
Summary of Production and Future Net Revenue - Total Company Non-Associated Sales Gas
Total Proved
Seplat Petroleum Development Company Plc
Effective as of October 31, 2013
Forecast Price Case

Value Navigator 6.1.4.53

Run Date : Jan 28, 14 08:44
Project : 021576

RESERVES AND PRODUCTION FORECAST

Non-Associated Sales Gas
MMcf
# of Price Pool Company Share
Year Wells $/Mcf Mcf/d Vol Gross Net
2015 3 1.96 58402 21317 8527 7930
2016 3 2.22 55439 20291 8116 7548
2017 4 2.27 54990 20072 8029 7467
2018 5 2.32 53842 19652 7861 7311
2019 4 2.37 41059 14987 5995 5575
2020 5 2.42 23560 8623 3449 3208
2021 3 2.46 13952 5093 2037 1894
2022 3 2.51 8817 3218 1287 1197
2023 3 2.57 4710 1719 688 640
2024 2 2.61 2493 912 365 339
2025 2 2.67 1470 537 215 200
2026 2 2.72 131 48 19 18
SUB 116468 46587 43326
REM - - -
TOT 116468 46587 43326

COMPANY SHARE FUTURE NET REVENUE

Working Interest Royalty FR After Future
Future Revenue (FR) Revenue Royalties Operating Costs Roy. & Proc & Net Revenue
Oper. Net Other Capital Aband
Gas Total Total Fixed Var Costs Back Income Costs Costs Undisc 10.0%
Year MM$ MM$ MM$ MM$ % MM$ MM$ $/Mcf MM$ $/Mcf MM$ MM$ MM$ MM$ MM$
2015 16.7 16.7 - 9.6 57.6 - 10.8 1.26 -3.7 - - - - -3.7 -3.1
2016 18.0 18.0 - 9.5 52.5 - 10.4 1.29 -1.9 - - - - -1.9 -1.5
2017 18.2 18.2 - 9.6 52.7 - 10.5 1.31 -1.9 - - - - -1.9 -1.3
2018 18.2 18.2 - 9.6 52.9 - 10.5 1.34 -1.9 - - - - -1.9 -1.2
2019 14.2 14.2 - 7.6 53.3 - 8.2 1.37 -1.5 - - - - -1.5 -0.9
2020 8.3 8.3 - 4.4 53.3 - 4.8 1.39 -0.9 - - - - -0.9 -0.5
2021 5.0 5.0 - 2.7 53.5 - 2.9 1.42 -0.6 - - - - -0.6 -0.3
2022 3.2 3.2 - 1.7 53.7 - 1.9 1.45 -0.4 - - - - -0.4 -0.2
2023 1.8 1.8 - 0.9 53.4 - 1.0 1.48 -0.2 - - - - -0.2 -0.1
2024 1.0 1.0 - 0.5 53.4 - 0.5 1.51 -0.1 - - - - -0.1 0.0
2025 0.6 0.6 - 0.3 53.3 - 0.3 1.54 -0.1 - - - - -0.1 0.0
2026 0.1 0.1 - 0.0 53.4 - 0.0 1.57 0.0 - - - - 0.0 0.0
SUB 105.3 105.3 - 56.5 53.7 - 61.9 1.33 -13.1 -0.28 - - - -13.1 -9.1
REM - - - - 0 - - - - - - - - - -
TOT 105.3 105.3 - 56.5 53.7 - 61.9 1.33 -13.1 -0.28 - - - -13.1 -9.1

NET PRESENT VALUE (MM$) - BT

Discount Rate 0.0% 5.0% 8.0% 10.0% 15.0% 20.0% 25.0%
FR After Roy & Oper . -13.1 -10.8 -9.8 -9.1 -7.8 -6.8 -5.9
Proc & Other Income . - - - - - - -
Capital Costs . . . . - - - - - - -
Abandonment Costs . . - - - - - - -
Future Net Revenue. . -13.1 -10.8 -9.8 -9.1 -7.8 -6.8 -5.9

These data accompany the report of DeGolyer and MacNaughton and are subject to its specific conditions.

539
 Table 2D
Summary of Production and Future Net Revenue - Total Company Solution Gas
Total Proved
Seplat Petroleum Development Company Plc
Effective as of October 31, 2013
Forecast Price Case

Value Navigator 6.1.4.53

Run Date : Jan 28, 14 08:44
Project : 021576

RESERVES AND PRODUCTION FORECAST

Solution Gas
Mcf
# of Price Pool Company Share
Year Wells $/Mcf Mcf/d Vol Gross Net
2013 - - - - - -
2014 - - - - - -
2015 - 1.96 - 270878 108351 100766
2016 - 2.22 - 96339 38535 35838
2017 - 2.29 - 7722 3089 2873
2018 - 2.32 - 116499 46600 43338
2019 - 2.37 - 135663 54265 50467
2020 - 2.42 - 51799 20720 19269
2021 - 2.46 - 16239 6496 6041
2022 - 2.51 - 100210 40084 37278
2023 - 2.57 - 49931 19973 18574
2024 - 2.61 - 13170 5268 4899
2025 - 2.67 - 52353 20941 19475
2026 - 2.72 - 14342 5737 5335
2027 - - - - - -
SUB 925146 370059 344154
REM - - -
TOT 925146 370059 344154

COMPANY SHARE FUTURE NET REVENUE

Working Interest Royalty FR After Future
Future Revenue (FR) Revenue Royalties Operating Costs Roy. & Proc & Net Revenue
Oper. Net Other Capital Aband
Gas Total Total Fixed Var Costs Back Income Costs Costs Undisc 10.0%
Year MM$ MM$ MM$ MM$ % MM$ MM$ $/Mcf MM$ $/Mcf MM$ MM$ MM$ MM$ MM$
2013 - - - - - - - - - - - - - - -
2014 - - - - - - - - - - - - - - -
2015 0.2 0.2 - 0.0 7.0 - - - 0.2 1.82 - - - 0.2 0.2
2016 0.1 0.1 - 0.0 7.0 - - - 0.1 2.07 - - - 0.1 0.1
2017 0.0 0.0 - 0.0 7.0 - - - 0.0 2.13 - - - 0.0 0.0
2018 0.1 0.1 - 0.0 7.0 - - - 0.1 2.16 - - - 0.1 0.1
2019 0.1 0.1 - 0.0 7.0 - - - 0.1 2.20 - - - 0.1 0.1
2020 0.1 0.1 - 0.0 7.0 - - - 0.0 2.25 - - - 0.0 0.0
2021 0.0 0.0 - 0.0 7.0 - - - 0.0 2.29 - - - 0.0 0.0
2022 0.1 0.1 - 0.0 7.0 - - - 0.1 2.33 - - - 0.1 0.0
2023 0.1 0.1 - 0.0 7.0 - - - 0.0 2.39 - - - 0.0 0.0
2024 0.0 0.0 - 0.0 7.0 - - - 0.0 2.43 - - - 0.0 0.0
2025 0.1 0.1 - 0.0 7.0 - - - 0.1 2.48 - - - 0.1 0.0
2026 0.0 0.0 - 0.0 7.0 - - - 0.0 2.53 - - - 0.0 0.0
2027 - - - - - - - - - - - - - - -
SUB 0.8 0.8 - 0.1 7.0 - - - 0.8 2.12 - - - 0.8 0.5
REM - - - - 0 - - - - - - - - - -
TOT 0.8 0.8 - 0.1 7.0 - - - 0.8 2.12 - - - 0.8 0.5

NET PRESENT VALUE (MM$) - BT

Discount Rate 0.0% 5.0% 8.0% 10.0% 15.0% 20.0% 25.0%
FR After Roy & Oper . 0.8 0.6 0.5 0.5 0.4 0.3 0.3
Proc & Other Income . - - - - - - -
Capital Costs . . . . - - - - - - -
Abandonment Costs . . - - - - - - -
Future Net Revenue. . 0.8 0.6 0.5 0.5 0.4 0.3 0.3

These data accompany the report of DeGolyer and MacNaughton and are subject to its specific conditions.

540
 Table 2E
Summary of Production and Future Net Revenue - Total Company Condensate
Total Proved
Seplat Petroleum Development Company Plc
Effective as of October 31, 2013
Forecast Price Case

Value Navigator 6.1.4.53

Run Date : Jan 28, 14 08:45
Project : 021576

RESERVES AND PRODUCTION FORECAST

Condensate
Mbbl
# of Price Pool Company Share
Year Wells $/bbl bbl/d Vol Gross Net
2013 - - - - - -
2014 - - - - - -
2015 - 99.30 - 1364 546 534
2016 - 101.38 - 1296 518 507
2017 - 104.12 - 1282 513 502
2018 - 107.01 - 1254 502 491
2019 - 110.37 - 956 382 374
2020 - 112.67 - 550 220 215
2021 - 115.01 - 325 130 127
2022 - 117.40 - 206 82 81
2023 - 119.84 - 110 44 43
2024 - 122.32 - 58 23 23
2025 - 124.86 - 34 14 13
2026 - 127.44 - 3 1 1
2027 - - - - - -
SUB 7438 2975 2912
REM - - -
TOT 7438 2975 2912

COMPANY SHARE FUTURE NET REVENUE

Working Interest Royalty FR After Future
Future Revenue (FR) Revenue Royalties Operating Costs Roy. & Proc & Net Revenue
Oper. Net Other Capital Aband
Condensate Total Total Fixed Var Costs Back Income Costs Costs Undisc 10.0%
Year MM$ MM$ MM$ MM$ % MM$ MM$ $/bbl MM$ $/bbl MM$ MM$ MM$ MM$ MM$
2013 - - - - - - - - - - - - - - -
2014 - - - - - - - - - - - - - - -
2015 54.2 54.2 - 1.2 2.1 - - - 53.0 97.19 - - - 53.0 45.3
2016 52.6 52.6 - 1.1 2.1 - - - 51.4 99.23 - - - 51.4 39.9
2017 53.4 53.4 - 1.1 2.1 - - - 52.2 101.91 - - - 52.2 36.8
2018 53.7 53.7 - 1.1 2.1 - - - 52.5 104.74 - - - 52.5 33.7
2019 42.2 42.2 - 0.9 2.1 - - - 41.3 108.02 - - - 41.3 24.1
2020 24.8 24.8 - 0.5 2.1 - - - 24.3 110.28 - - - 24.3 12.9
2021 15.0 15.0 - 0.3 2.1 - - - 14.6 112.57 - - - 14.6 7.1
2022 9.7 9.7 - 0.2 2.1 - - - 9.5 114.91 - - - 9.5 4.2
2023 5.3 5.3 - 0.1 2.1 - - - 5.2 117.29 - - - 5.2 2.1
2024 2.8 2.8 - 0.1 2.1 - - - 2.8 119.72 - - - 2.8 1.0
2025 1.7 1.7 - 0.0 2.1 - - - 1.7 122.20 - - - 1.7 0.5
2026 0.2 0.2 - 0.0 2.1 - - - 0.2 124.74 - - - 0.2 0.0
2027 - - - - - - - - - - - - - - -
SUB 315.4 315.4 - 6.7 2.1 - - - 308.7 103.75 - - - 308.7 207.5
REM - - - - 0 - - - - - - - - - -
TOT 315.4 315.4 - 6.7 2.1 - - - 308.7 103.75 - - - 308.7 207.5

NET PRESENT VALUE (MM$) - BT

Discount Rate 0.0% 5.0% 8.0% 10.0% 15.0% 20.0% 25.0%
FR After Roy & Oper . 308.7 250.6 223.3 207.5 174.6 149.1 128.9
Proc & Other Income . - - - - - - -
Capital Costs . . . . - - - - - - -
Abandonment Costs . . - - - - - - -
Future Net Revenue. . 308.7 250.6 223.3 207.5 174.6 149.1 128.9

These data accompany the report of DeGolyer and MacNaughton and are subject to its specific conditions.

541
 Table 2F
Summary of Production and Future Net Revenue - Total Company
Total Proved
Seplat Petroleum Development Company Plc
Effective as of October 31, 2013
Forecast Price Case
Avg. WI : 40.00%
Avg. Roy : 3.05% Value Navigator 6.1.4.53
Avg. Prod. Taxes : 12.93% Run Date : Jan 28, 14 08:45
Project : 021576

RESERVES AND PRODUCTION FORECAST

Light&Med Oil Heavy Oil Sales Gas
Mbbl Mbbl MMcf
# of Price Pool Company Share Price Pool Company Share Price Pool Company Share
Year Wells $/bbl bbl/d Vol Gross Net $/bbl bbl/d Vol Gross Net $/Mcf Mcf/d Vol Gross Net
2013 2 105.50 848 52 21 20 - - - - - - - - - -
2014 2 101.42 573 209 84 82 - - - - - - - - - -
2015 6 99.30 778 284 114 111 - - - - - 1.96 59144 21588 8635 8031
2016 6 101.38 347 127 51 50 - - - - - 2.22 55702 20387 8155 7584
2017 6 104.12 125 46 18 18 - - - - - 2.27 55012 20079 8032 7469
2018 6 107.01 322 118 47 46 - - - - - 2.32 54161 19769 7908 7354
2019 6 110.37 1527 557 223 218 - - - - - 2.37 41431 15122 6049 5626
2020 6 112.67 817 299 120 117 - - - - - 2.42 23702 8675 3470 3227
2021 4 115.01 257 94 37 37 - - - - - 2.46 13997 5109 2044 1900
2022 5 117.40 1585 578 231 226 - - - - - 2.51 9091 3318 1327 1234
2023 4 119.84 790 288 115 113 - - - - - 2.57 4847 1769 708 658
2024 3 122.32 208 76 30 30 - - - - - 2.61 2529 926 370 344
2025 3 124.86 828 302 121 118 - - - - - 2.67 1613 589 236 219
2026 3 127.44 227 83 33 32 - - - - - 2.72 170 62 25 23
2027 - - - - - - - - - - - - - - - -
SUB 3113 1245 1219 - - - 117393 46957 43670
REM - - - - - - - - -
TOT 3113 1245 1219 - - - 117393 46957 43670
Condensate Butane Propane Ethane Sulphur
Mbbl Mbbl Mbbl Mbbl LT
Price Company Share Price Company Share Price Company Share Price Company Share Price Company Share
Year $/bbl Gross Net $/bbl Gross Net $/bbl Gross Net $/bbl Gross Net $/LT Gross Net
2013 - - - - - - - - - - - - - - -
2014 - - - - - - - - - - - - - - -
2015 99.30 546 534 - - - - - - - - - - - -
2016 101.38 518 507 - - - - - - - - - - - -
2017 104.12 513 502 - - - - - - - - - - - -
2018 107.01 502 491 - - - - - - - - - - - -
2019 110.37 382 374 - - - - - - - - - - - -
2020 112.67 220 215 - - - - - - - - - - - -
2021 115.01 130 127 - - - - - - - - - - - -
2022 117.40 82 81 - - - - - - - - - - - -
2023 119.84 44 43 - - - - - - - - - - - -
2024 122.32 23 23 - - - - - - - - - - - -
2025 124.86 14 13 - - - - - - - - - - - -
2026 127.44 1 1 - - - - - - - - - - - -
2027 - - - - - - - - - - - - - - -
SUB 2975 2912 - - - - - - - -
REM - - - - - - - - - -
TOT 2975 2912 - - - - - - - -

COMPANY SHARE FUTURE NET REVENUE

Working Interest Royalty FR After Future
Future Revenue (FR) Revenue Royalties Prod. Taxes Oper Costs Roy. & Proc & Net Revenue
Sales Pipe NDDC Oper. Net Other Cap'l Aband
Oil Gas NGLs Total State Other Losses Levy Fixed Var Costs Back Income Costs Costs Undisc 10.0%
Year MM$ MM$ MM$ MM$ MM$ MM$ MM$ MM$ MM$ MM$ MM$ MM$ $/BOE MM$ MM$ MM$ MM$ MM$
2013 2.2 - - 2.2 - 0.0 - 0.3 0.2 0.2 0.1 1.3 64.68 - 5.2 - -3.9 -3.9
2014 8.5 - - 8.5 - 0.2 - 1.3 0.7 1.5 0.3 4.6 54.40 - 24.0 - -19.5 -19.3
2015 11.3 16.9 54.2 82.4 - 2.6 - 9.8 0.5 1.5 11.3 56.7 26.39 - 6.5 - 50.2 42.5
2016 5.1 18.1 52.6 75.8 - 2.5 - 8.7 0.3 1.5 10.7 52.2 26.40 - - - 52.2 40.5
2017 1.9 18.2 53.4 73.5 - 2.5 - 8.3 0.4 1.5 10.6 50.2 26.20 - 3.4 - 46.8 32.9
2018 5.0 18.3 53.7 77.1 - 2.5 - 8.8 0.5 1.6 10.8 52.9 27.64 - 6.9 - 45.9 29.2
2019 24.6 14.3 42.2 81.1 - 2.4 - 10.0 0.4 1.6 9.1 57.6 34.95 - 3.5 - 54.1 31.4
2020 13.5 8.4 24.8 46.7 - 1.4 - 5.7 0.3 1.6 5.3 32.3 34.45 - 3.6 - 28.7 15.1
2021 4.3 5.0 15.0 24.3 - 0.8 - 2.9 0.1 1.7 3.1 15.8 30.44 - - - 15.8 7.6
2022 27.2 3.3 9.7 40.2 - 1.0 - 5.5 0.3 1.7 2.9 28.7 52.97 - 7.5 - 21.2 9.1
2023 13.8 1.8 5.3 20.9 - 0.5 - 2.9 0.0 1.7 1.5 14.2 50.46 - - - 14.2 5.6
2024 3.7 1.0 2.8 7.5 - 0.2 - 1.0 0.0 1.8 0.7 3.9 32.79 - - - 3.9 1.4
2025 15.1 0.6 1.7 17.4 - 0.4 - 2.5 0.1 1.8 0.9 11.7 66.58 - 4.0 - 7.7 2.5
2026 4.2 0.1 0.2 4.4 - 0.1 - 0.7 0.0 1.8 0.2 1.7 42.76 - - - 1.7 0.5
2027 - - - - - - - - 0.3 1.9 - -2.2 - - - 10.4 -12.6 -3.5
SUB 140.4 106.2 315.4 562.0 - 17.1 - 68.4 4.3 23.5 67.3 381.4 30.80 - 64.8 10.4 306.3 191.7
REM - - - - - - - - - - - - - - - - - -
TOT 140.4 106.2 315.4 562.0 - 17.1 - 68.4 4.3 23.5 67.3 381.4 31.00 - 64.8 10.4 306.3 191.7

NET PRESENT VALUE (MM$) - BT PROFITABILITY BT

Discount Rate 0.0% 5.0% 8.0% 10.0% 15.0% 20.0% 25.0%
Rate of Return (%) . . . . . 130.904
FR After Roy & Oper . 381.4 302.1 265.9 245.3 203.5 171.9 147.5 Profit Index (undisc). . . . 4.729
Proc & Other Income . - - - - - - - (disc @ 10.0%). 3.783
Capital Costs . . . . 64.8 56.5 52.8 50.7 46.5 43.4 41.0 Total Payout (years) . . . . 2.21
Abandonment Costs . . 10.4 5.4 3.8 2.9 1.6 0.9 0.5 Cost of Finding ($/BOE). . . 5.38
Future Net Revenue. . 306.3 240.2 209.4 191.7 155.4 127.6 105.9 NPV @ 10% ($/BOE). . . . . . 15.91

These data accompany the report of DeGolyer and MacNaughton and are subject to its specific conditions.

542
 Table 2G
Income Tax Summary - Total Company
Total Proved
Seplat Petroleum Development Company Plc
Effective as of October 31, 2013
Forecast Price Case

Value Navigator 6.1.4.53

Run Date : Jan 28, 14 08:45
Project : 021576

Burdens & Expenses Taxable Capital Deductions

Gross Reserves Revenue Op.Costs, Income Cap.
Sales NDDC Pipe Aband& Before Ded.
Oil Gas NGLs WI Roy. Other Total Burdens Levy Losses Salv. Total Ded. G&G I.A. Annu. Other Avail
Year Mbbl MMcf Mbbl MM$ MM$ MM$ MM$ MM$ MM$ MM$ MM$ MM$ MM$ MM$ MM$ MM$ MM$ MM$
2013 21 - - 2.2 - - 2.2 0.0 0.2 0.3 0.3 0.8 1.3 - 0.3 1.0 - 1.3
2014 84 - - 8.5 - - 8.5 0.2 0.7 1.3 1.8 3.9 4.6 - 1.2 5.8 - 7.0
2015 114 8635 546 82.4 - - 82.4 2.6 0.5 9.8 12.8 25.7 56.7 - 0.3 7.2 - 7.5
2016 51 8155 518 75.8 - - 75.8 2.5 0.3 8.7 12.2 23.7 52.2 - - 7.2 - 7.2
2017 18 8032 513 73.5 - - 73.5 2.5 0.4 8.3 12.2 23.3 50.2 - 0.2 7.8 - 8.0
2018 47 7908 502 77.1 - - 77.1 2.5 0.5 8.8 12.3 24.2 52.9 - 0.3 7.9 - 8.3
2019 223 6049 382 81.1 - - 81.1 2.4 0.4 10.0 10.7 23.5 57.6 - 0.2 4.0 - 4.2
2020 120 3470 220 46.7 - - 46.7 1.4 0.3 5.7 6.9 14.3 32.3 - 0.2 3.5 - 3.7
2021 37 2044 130 24.3 - - 24.3 0.8 0.1 2.9 4.7 8.5 15.8 - - 3.5 - 3.5
2022 231 1327 82 40.2 - - 40.2 1.0 0.3 5.5 4.6 11.4 28.7 - 0.4 4.3 - 4.6
2023 115 708 44 20.9 - - 20.9 0.5 0.0 2.9 3.3 6.7 14.2 - - 2.9 - 2.9
2024 30 370 23 7.5 - - 7.5 0.2 0.0 1.0 2.5 3.7 3.9 - - 2.2 - 2.2
2025 121 236 14 17.4 - - 17.4 0.4 0.1 2.5 2.7 5.8 11.7 - 0.2 2.3 - 2.5
2026 33 25 1 4.4 - - 4.4 0.1 0.0 0.7 2.0 2.8 1.7 - - 2.2 - 2.2
2027 - - - - - - - - 0.3 - 12.2 12.6 -12.6 - - 0.8 - 0.8
SUB 1245 46957 2975 562.0 - - 562.0 17.1 4.3 68.4 101.2 190.9 371.1 - 3.2 62.6 - 65.8
REM - - - - - - - - - - - - - - - - - -
TOT 1245 46957 2975 562.0 - - 562.0 17.1 4.3 68.4 101.2 190.9 371.1 - 3.2 62.6 - 65.8

G&G Investment Allowance Annual Allowance Other Allowance

Initial Add- Depn. Expense Initial Add- Depn. Expense Initial Add- Depn. Expense Initial Add- Depn. Expense
Balance ition Rate Claim Balance ition Rate Claim Balance ition Rate Claim Balance ition Rate Claim
Year MM$ MM$ % MM$ MM$ MM$ % MM$ MM$ MM$ % MM$ MM$ MM$ % MM$
2013 - - - - - 0.3 100.0 0.3 - 5.1 20.2 1.0 - - - -
2014 - - - - - 1.2 100.0 1.2 4.1 23.8 21.0 5.8 - - - -
2015 - - - - - 0.3 100.0 0.3 22.1 6.5 25.1 7.2 - - - -
2016 - - - - - - - - 21.4 - 33.5 7.2 - - - -
2017 - - - - - 0.2 100.0 0.2 14.2 3.4 44.3 7.8 - - - -
2018 - - - - - 0.3 100.0 0.3 9.8 6.9 47.6 7.9 - - - -
2019 - - - - - 0.2 100.0 0.2 8.7 3.5 32.8 4.0 - - - -
2020 - - - - - 0.2 100.0 0.2 8.2 3.6 29.7 3.5 - - - -
2021 - - - - - - - - 8.3 - 41.8 3.5 - - - -
2022 - - - - - 0.4 100.0 0.4 4.8 7.4 34.7 4.3 - - - -
2023 - - - - - - - - 8.0 - 36.1 2.9 - - - -
2024 - - - - - - - - 5.1 - 42.8 2.2 - - - -
2025 - - - - - 0.2 100.0 0.2 2.9 3.9 33.4 2.3 - - - -
2026 - - - - - - - - 4.6 - 48.6 2.2 - - - -
2027 - - - - - - - - 2.4 - 33.9 0.8 - - - -
SUB - - 3.2 3.2 64.1 62.6 - -
REM - - - - - - - -
TOT - - 3.2 3.2 64.1 62.6 - -

Education Tax Petroleum Production Tax Regime Cash Flow

Cap. Tax Loss Tax Cap. Tax Loss Tax Total
Ded. Carry Ded. Taxable Tax Pay Ded. Carry Ded. Taxable Tax Pay- Other Tax Cum. NPV
Avail. Fwd Used Income Rate -able Avail. Fwd Used Income Rate able Taxes BTCF Payable ATCF ATCF @ 10 %
Year MM$ MM$ MM$ MM$ % MM$ MM$ MM$ MM$ MM$ % MM$ MM$ MM$ MM$ MM$ MM$ MM$
2013 - - - 1.3 2.0 0.0 1.3 1.2 0.1 1.2 65.8 0.8 - -3.9 0.8 -4.7 -4.7 -4.6
2014 - - - 4.6 2.0 0.1 7.0 6.6 0.4 4.0 65.8 2.6 - -19.5 2.7 -22.2 -26.9 -21.9
2015 - - - 56.7 2.0 1.1 7.5 3.7 20.7 34.8 65.8 22.9 5.1 50.2 29.1 21.0 -5.8 17.7
2016 - - - 52.2 2.0 1.0 7.2 3.9 21.4 29.7 65.8 19.6 5.4 52.2 26.0 26.1 20.3 20.3
2017 - - - 50.2 2.0 1.0 8.0 4.9 21.3 27.9 65.8 18.3 5.5 46.8 24.8 22.0 42.2 15.4
2018 - - - 52.9 2.0 1.1 8.3 4.0 22.6 29.2 85.0 24.8 5.5 45.9 31.4 14.5 56.8 9.1
2019 - - - 57.6 2.0 1.2 4.2 - 18.5 37.9 85.0 32.2 4.3 54.1 37.7 16.4 73.2 9.5
2020 - - - 32.3 2.0 0.6 3.7 0.7 11.4 20.3 85.0 17.3 2.5 28.7 20.4 8.3 81.5 4.3
2021 - - - 15.8 2.0 0.3 3.5 2.1 6.4 9.1 85.0 7.8 1.5 15.8 9.6 6.2 87.7 3.0
2022 - - - 28.7 2.0 0.6 4.6 1.5 6.5 21.7 85.0 18.4 1.0 21.2 20.0 1.2 88.9 0.4
2023 - - - 14.2 2.0 0.3 2.9 1.4 3.4 10.5 85.0 9.0 0.5 14.2 9.8 4.4 93.3 1.8
2024 - - - 3.9 2.0 0.1 2.2 1.8 1.3 2.4 85.0 2.1 0.3 3.9 2.4 1.4 94.7 0.5
2025 - - - 11.7 2.0 0.2 2.5 1.1 2.0 9.4 85.0 8.0 0.2 7.7 8.4 -0.8 94.0 -0.3
2026 - - - 1.7 2.0 0.0 2.2 2.0 0.3 1.4 85.0 1.1 0.0 1.7 1.2 0.4 94.4 0.1
2027 - - - -2.2 2.0 0.0 0.8 2.9 -2.2 - - - - -12.6 0.0 -12.5 81.9 -3.5
SUB - - 381.4 2.0 7.6 65.8 134.1 239.7 77.2 184.9 31.9 306.3 224.4 81.9 51.7
REM - - - - - - - - - - - - - - -
TOT - - 381.4 2.0 7.6 65.8 134.1 239.7 77.2 184.9 31.9 306.3 224.4 81.9 51.7

NET PRESENT VALUE (MM$) - AT

Discount Rate 0.0% 5.0% 8.0% 10.0% 15.0% 20.0%
Before Tax Cash Flow. 306.3 240.2 209.4 191.7 155.4 127.6
Tax Payable . . . . . 224.4 174.8 152.6 140.0 114.7 95.8
After Tax Cash Flow . 81.9 65.3 56.8 51.7 40.7 31.8

These data accompany the report of DeGolyer and MacNaughton and are subject to its specific conditions.

543
 Table 3A
Summary of Reserves and Net Present Value - Total Company
Total Proved + Probable
Seplat Petroleum Development Company Plc
Effective as of October 31, 2013
Forecast Price Case

Value Navigator 6.1.4.53

Run Date : Jan 28, 14 08:44
Project : 021576
Current
Reserve Avg. Light&Med Oil Heavy Oil Sales Gas NGLs Total BOE NPV
Well Zone Cat. WI % Gross Net Gross Net Gross Net Gross Net Gross Net @ 0% @ 10%
Mbbl Mbbl Mbbl Mbbl MMcf MMcf Mbbl Mbbl Mbbl Mbbl MM$ MM$
Nigeria
Delta State

IGBUKU 703 688 - - 76683 71315 5506 5389 19431 18373 596.2 335.3

UMUSETI 2425 2374 - - 13117 12199 1089 1066 5776 5543 230.8 133.2

Total Delta State 3129 3062 - - 89800 83514 6595 6455 25206 23916 827.0 468.6

Total Nigeria 3129 3062 - - 89800 83514 6595 6455 25206 23916 827.0 468.6

Total Company 3129 3062 - - 89800 83514 6595 6455 25206 23916 827.0 468.6

These data accompany the report of DeGolyer and MacNaughton and are subject to its specific conditions.

544
 Table 3B
Summary of Production and Future Net Revenue - Total Company Light Oil
Total Proved + Probable
Seplat Petroleum Development Company Plc
Effective as of October 31, 2013
Forecast Price Case

Value Navigator 6.1.4.53

Run Date : Jan 28, 14 08:44
Project : 021576

RESERVES AND PRODUCTION FORECAST

Light Oil
Mbbl
# of Price Pool Company Share
Year Wells $/bbl bbl/d Vol Gross Net
2013 2 105.50 1920 117 47 46
2014 2 101.42 1272 464 186 182
2015 5 99.30 3160 1153 461 452
2016 5 101.38 1806 661 264 259
2017 6 104.12 1851 675 270 264
2018 5 107.01 1411 515 206 202
2019 6 110.37 2233 815 326 319
2020 5 112.67 1557 570 228 223
2021 4 115.01 712 260 104 102
2022 3 117.40 2142 782 313 306
2023 3 119.84 1522 556 222 218
2024 1 122.32 596 218 87 85
2025 2 124.86 1298 474 189 185
2026 3 127.44 743 271 108 106
2027 2 130.08 617 225 90 88
SUB 7757 3103 3037
REM 64 26 25
TOT 7821 3129 3062

COMPANY SHARE FUTURE NET REVENUE

Working Interest Royalty FR After Future
Future Revenue (FR) Revenue Royalties Operating Costs Roy. & Proc & Net Revenue
Oper. Net Other Capital Aband
Oil Total Total Fixed Var Costs Back Income Costs Costs Undisc 10.0%
Year MM$ MM$ MM$ MM$ % MM$ MM$ $/bbl MM$ $/bbl MM$ MM$ MM$ MM$ MM$
2013 4.9 4.9 - 1.0 20.4 0.2 0.2 8.62 3.5 75.37 - 5.2 - -1.7 -1.7
2014 18.8 18.8 - 4.0 21.1 1.5 0.7 11.37 12.8 68.69 - 24.0 - -11.3 -11.6
2015 45.8 45.8 - 8.1 17.7 1.5 2.3 8.21 33.9 73.51 - 6.5 - 27.4 23.1
2016 26.8 26.8 - 4.6 17.3 1.5 1.3 10.79 19.3 73.08 - - - 19.3 15.0
2017 28.1 28.1 - 5.0 17.6 1.5 1.4 10.94 20.2 74.81 - 3.4 - 16.8 11.7
2018 22.1 22.1 - 3.8 17.3 1.6 1.1 13.00 15.6 75.52 - - - 15.6 10.0
2019 36.0 36.0 - 6.3 17.5 1.6 1.5 9.47 26.6 81.54 - 3.5 - 23.0 13.3
2020 25.7 25.7 - 4.5 17.7 1.6 1.0 11.70 18.5 81.07 - 3.6 - 14.9 7.8
2021 12.0 12.0 - 2.1 17.2 1.7 0.5 20.78 7.7 74.39 - - - 7.7 3.7
2022 36.7 36.7 - 6.6 17.9 1.7 1.4 9.91 27.1 86.53 - 7.5 - 19.6 8.4
2023 26.6 26.6 - 4.7 17.7 1.7 1.0 12.37 19.2 86.30 - 3.8 - 15.3 6.0
2024 10.7 10.7 - 2.0 18.3 1.8 0.4 24.87 6.5 75.02 - 3.9 - 2.6 0.9
2025 23.7 23.7 - 4.2 17.7 1.8 0.9 14.17 16.8 88.54 - 4.0 - 12.8 4.1
2026 13.8 13.8 - 2.6 19.0 1.8 0.5 21.99 8.8 81.23 - 8.1 - 0.7 0.1
2027 11.7 11.7 - 2.1 18.3 1.9 0.5 26.39 7.2 79.87 - 4.1 - 3.1 0.8
SUB 343.4 343.4 - 61.6 17.9 23.5 14.7 12.30 243.7 78.53 - 77.8 - 165.8 91.7
REM 3.4 3.4 - 0.9 27.2 7.9 0.1 314.97 -5.6 -218.26 - - 11.2 -16.8 -3.3
TOT 346.8 346.8 - 62.5 18.0 31.4 14.8 14.78 238.1 76.10 - 77.8 11.2 149.0 88.4

NET PRESENT VALUE (MM$) - BT

Discount Rate 0.0% 5.0% 8.0% 10.0% 15.0% 20.0% 25.0%
FR After Roy & Oper . 238.1 181.3 156.9 143.4 117.3 98.6 84.7
Proc & Other Income . - - - - - - -
Capital Costs . . . . 77.8 62.3 56.1 52.8 46.8 42.7 39.9
Abandonment Costs . . 11.2 4.8 3.0 2.2 1.0 0.5 0.2
Future Net Revenue. . 149.0 114.1 97.8 88.4 69.5 55.3 44.6

These data accompany the report of DeGolyer and MacNaughton and are subject to its specific conditions.

545
 Table 3C
Summary of Production and Future Net Revenue - Total Company Non-Associated Sales Gas
Total Proved + Probable
Seplat Petroleum Development Company Plc
Effective as of October 31, 2013
Forecast Price Case

Value Navigator 6.1.4.53

Run Date : Jan 28, 14 08:44
Project : 021576

RESERVES AND PRODUCTION FORECAST

Non-Associated Sales Gas
MMcf
# of Price Pool Company Share
Year Wells $/Mcf Mcf/d Vol Gross Net
2015 4 1.96 70874 25869 10348 9623
2016 4 2.22 63769 23339 9336 8682
2017 3 2.27 58917 21505 8602 8000
2018 3 2.32 55973 20430 8172 7600
2019 3 2.37 53992 19707 7883 7331
2020 4 2.42 55675 20377 8151 7580
2021 4 2.46 55416 20227 8091 7524
2022 4 2.51 52895 19307 7723 7182
2023 4 2.57 49136 17935 7174 6672
2024 5 2.61 31475 11520 4608 4285
2025 4 2.67 19060 6957 2783 2588
2026 5 2.72 11203 4089 1636 1521
2027 4 2.78 7234 2640 1056 982
2028 3 2.83 6934 2538 1015 944
2029 3 2.89 4379 1598 639 595
SUB 218038 87215 81110
REM 761 304 283
TOT 218799 87520 81393

COMPANY SHARE FUTURE NET REVENUE

Working Interest Royalty FR After Future
Future Revenue (FR) Revenue Royalties Operating Costs Roy. & Proc & Net Revenue
Oper. Net Other Capital Aband
Gas Total Total Fixed Var Costs Back Income Costs Costs Undisc 10.0%
Year MM$ MM$ MM$ MM$ % MM$ MM$ $/Mcf MM$ $/Mcf MM$ MM$ MM$ MM$ MM$
2015 20.3 20.3 - 13.8 68.0 - 13.6 1.31 -7.1 - - - - -7.1 -6.0
2016 20.7 20.7 - 12.7 61.1 - 12.4 1.33 -4.4 - - - - -4.4 -3.4
2017 19.5 19.5 - 11.8 60.5 - 11.7 1.36 -4.0 - - - - -4.0 -2.8
2018 19.0 19.0 - 11.4 60.3 - 11.3 1.38 -3.7 - - - - -3.7 -2.4
2019 18.7 18.7 - 11.3 60.4 - 11.1 1.40 -3.7 - - - - -3.7 -2.1
2020 19.7 19.7 - 12.0 60.8 - 11.7 1.44 -4.0 - - - - -4.0 -2.1
2021 19.9 19.9 - 12.1 61.0 - 11.8 1.46 -4.1 - - - - -4.1 -2.0
2022 19.4 19.4 - 11.7 60.5 - 11.5 1.49 -3.9 - - - - -3.9 -1.7
2023 18.4 18.4 - 11.2 60.6 - 10.9 1.52 -3.7 - - - - -3.7 -1.5
2024 12.0 12.0 - 7.4 61.5 - 7.2 1.56 -2.5 - - - - -2.5 -0.9
2025 7.4 7.4 - 4.6 61.9 - 4.4 1.59 -1.6 - - - - -1.6 -0.5
2026 4.5 4.5 - 2.8 62.3 - 2.7 1.62 -1.0 - - - - -1.0 -0.3
2027 2.9 2.9 - 1.9 63.7 - 1.8 1.67 -0.7 - - - - -0.7 -0.2
2028 2.9 2.9 - 1.9 67.4 - 1.7 1.72 -0.8 - - - - -0.8 -0.2
2029 1.8 1.8 - 1.3 67.9 - 1.1 1.76 -0.5 - - - - -0.5 -0.1
SUB 207.2 207.2 - 127.9 61.7 - 124.9 1.43 -45.6 -0.52 - - - -45.6 -26.2
REM 0.9 0.9 - 0.6 70.1 - 0.6 1.81 -0.3 -0.93 - - - -0.3 -0.1
TOT 208.1 208.1 - 128.5 61.8 - 125.4 1.43 -45.9 -0.52 - - - -45.9 -26.3

NET PRESENT VALUE (MM$) - BT

Discount Rate 0.0% 5.0% 8.0% 10.0% 15.0% 20.0% 25.0%
FR After Roy & Oper . -45.9 -34.0 -29.0 -26.3 -21.0 -17.3 -14.5
Proc & Other Income . - - - - - - -
Capital Costs . . . . - - - - - - -
Abandonment Costs . . - - - - - - -
Future Net Revenue. . -45.9 -34.0 -29.0 -26.3 -21.0 -17.3 -14.5

These data accompany the report of DeGolyer and MacNaughton and are subject to its specific conditions.

546
 Table 3D
Summary of Production and Future Net Revenue - Total Company Solution Gas
Total Proved + Probable
Seplat Petroleum Development Company Plc
Effective as of October 31, 2013
Forecast Price Case

Value Navigator 6.1.4.53

Run Date : Jan 28, 14 08:45
Project : 021576

RESERVES AND PRODUCTION FORECAST

Solution Gas
MMcf
# of Price Pool Company Share
Year Wells $/Mcf Mcf/d Vol Gross Net
2013 - - - - - -
2014 - - - - - -
2015 - 1.96 - 1546 618 575
2016 - 2.22 - 869 348 323
2017 - 2.27 - 926 370 344
2018 - 2.32 - 718 287 267
2019 - 2.37 - 463 185 172
2020 - 2.42 - 260 104 97
2021 - 2.46 - 143 57 53
2022 - 2.51 - 204 82 76
2023 - 2.57 - 142 57 53
2024 - 2.61 - 38 15 14
2025 - 2.67 - 82 33 31
2026 - 2.72 - 103 41 38
2027 - 2.78 - 159 64 59
SUB 5653 2261 2103
REM 47 19 17
TOT 5700 2280 2120

COMPANY SHARE FUTURE NET REVENUE

Working Interest Royalty FR After Future
Future Revenue (FR) Revenue Royalties Operating Costs Roy. & Proc & Net Revenue
Oper. Net Other Capital Aband
Gas Total Total Fixed Var Costs Back Income Costs Costs Undisc 10.0%
Year MM$ MM$ MM$ MM$ % MM$ MM$ $/Mcf MM$ $/Mcf MM$ MM$ MM$ MM$ MM$
2013 - - - - - - - - - - - - - - -
2014 - - - - - - - - - - - - - - -
2015 1.2 1.2 - 0.1 7.0 - - - 1.1 1.82 - - - 1.1 1.0
2016 0.8 0.8 - 0.1 7.0 - - - 0.7 2.07 - - - 0.7 0.6
2017 0.8 0.8 - 0.1 7.0 - - - 0.8 2.11 - - - 0.8 0.6
2018 0.7 0.7 - 0.0 7.0 - - - 0.6 2.16 - - - 0.6 0.4
2019 0.4 0.4 - 0.0 7.0 - - - 0.4 2.20 - - - 0.4 0.2
2020 0.3 0.3 - 0.0 7.0 - - - 0.2 2.25 - - - 0.2 0.1
2021 0.1 0.1 - 0.0 7.0 - - - 0.1 2.29 - - - 0.1 0.1
2022 0.2 0.2 - 0.0 7.0 - - - 0.2 2.33 - - - 0.2 0.1
2023 0.1 0.1 - 0.0 7.0 - - - 0.1 2.39 - - - 0.1 0.1
2024 0.0 0.0 - 0.0 7.0 - - - 0.0 2.43 - - - 0.0 0.0
2025 0.1 0.1 - 0.0 7.0 - - - 0.1 2.48 - - - 0.1 0.0
2026 0.1 0.1 - 0.0 7.0 - - - 0.1 2.53 - - - 0.1 0.0
2027 0.2 0.2 - 0.0 7.0 - - - 0.2 2.58 - - - 0.2 0.0
SUB 5.1 5.1 - 0.4 7.0 - - - 4.7 2.09 - - - 4.7 3.1
REM 0.1 0.1 - 0.0 7.0 - - - 0.0 2.64 - - - 0.0 0.0
TOT 5.1 5.1 - 0.4 7.0 - - - 4.8 2.10 - - - 4.8 3.2

NET PRESENT VALUE (MM$) - BT

Discount Rate 0.0% 5.0% 8.0% 10.0% 15.0% 20.0% 25.0%
FR After Roy & Oper . 4.8 3.8 3.4 3.2 2.7 2.3 2.0
Proc & Other Income . - - - - - - -
Capital Costs . . . . - - - - - - -
Abandonment Costs . . - - - - - - -
Future Net Revenue. . 4.8 3.8 3.4 3.2 2.7 2.3 2.0

These data accompany the report of DeGolyer and MacNaughton and are subject to its specific conditions.

547
 Table 3E
Summary of Production and Future Net Revenue - Total Company Condensate
Total Proved + Probable
Seplat Petroleum Development Company Plc
Effective as of October 31, 2013
Forecast Price Case

Value Navigator 6.1.4.53

Run Date : Jan 28, 14 08:45
Project : 021576

RESERVES AND PRODUCTION FORECAST

Condensate
Mbbl
# of Price Pool Company Share
Year Wells $/bbl bbl/d Vol Gross Net
2013 - - - - - -
2014 - - - - - -
2015 - 99.30 - 2009 804 787
2016 - 101.38 - 1781 712 697
2017 - 104.12 - 1618 647 633
2018 - 107.01 - 1522 609 596
2019 - 110.37 - 1457 583 571
2020 - 112.67 - 1519 608 595
2021 - 115.01 - 1507 603 590
2022 - 117.40 - 1424 570 558
2023 - 119.84 - 1329 532 520
2024 - 122.32 - 864 346 338
2025 - 124.86 - 527 211 206
2026 - 127.44 - 312 125 122
2027 - 130.08 - 206 82 81
SUB 16076 6430 6294
REM 412 165 161
TOT 16488 6595 6455

COMPANY SHARE FUTURE NET REVENUE

Working Interest Royalty FR After Future
Future Revenue (FR) Revenue Royalties Operating Costs Roy. & Proc & Net Revenue
Oper. Net Other Capital Aband
Condensate Total Total Fixed Var Costs Back Income Costs Costs Undisc 10.0%
Year MM$ MM$ MM$ MM$ % MM$ MM$ $/bbl MM$ $/bbl MM$ MM$ MM$ MM$ MM$
2013 - - - - - - - - - - - - - - -
2014 - - - - - - - - - - - - - - -
2015 79.8 79.8 - 1.7 2.1 - - - 78.1 97.19 - - - 78.1 66.6
2016 72.2 72.2 - 1.5 2.1 - - - 70.7 99.23 - - - 70.7 54.8
2017 67.4 67.4 - 1.4 2.1 - - - 65.9 101.91 - - - 65.9 46.5
2018 65.1 65.1 - 1.4 2.1 - - - 63.8 104.74 - - - 63.8 40.9
2019 64.3 64.3 - 1.4 2.1 - - - 63.0 108.02 - - - 63.0 36.7
2020 68.5 68.5 - 1.5 2.1 - - - 67.0 110.28 - - - 67.0 35.5
2021 69.3 69.3 - 1.5 2.1 - - - 67.9 112.57 - - - 67.9 32.7
2022 66.9 66.9 - 1.4 2.1 - - - 65.5 114.91 - - - 65.5 28.7
2023 63.7 63.7 - 1.4 2.1 - - - 62.4 117.29 - - - 62.4 24.8
2024 42.3 42.3 - 0.9 2.1 - - - 41.4 119.72 - - - 41.4 15.0
2025 26.3 26.3 - 0.6 2.1 - - - 25.8 122.20 - - - 25.8 8.5
2026 15.9 15.9 - 0.3 2.1 - - - 15.6 124.74 - - - 15.6 4.7
2027 10.7 10.7 - 0.2 2.1 - - - 10.5 127.32 - - - 10.5 2.9
SUB 712.5 712.5 - 15.1 2.1 - - - 697.4 108.45 - - - 697.4 398.2
REM 22.2 22.2 - 0.5 2.1 - - - 21.7 131.70 - - - 21.7 5.0
TOT 734.7 734.7 - 15.6 2.1 - - - 719.1 109.03 - - - 719.1 403.2

NET PRESENT VALUE (MM$) - BT

Discount Rate 0.0% 5.0% 8.0% 10.0% 15.0% 20.0% 25.0%
FR After Roy & Oper . 719.1 527.9 447.2 403.2 318.4 258.4 214.5
Proc & Other Income . - - - - - - -
Capital Costs . . . . - - - - - - -
Abandonment Costs . . - - - - - - -
Future Net Revenue. . 719.1 527.9 447.2 403.2 318.4 258.4 214.5

These data accompany the report of DeGolyer and MacNaughton and are subject to its specific conditions.

548
 Table 3F
Summary of Production and Future Net Revenue - Total Company
Total Proved + Probable
Seplat Petroleum Development Company Plc
Effective as of October 31, 2013
Forecast Price Case
Avg. WI : 40.00%
Avg. Roy : 2.93% Value Navigator 6.1.4.53
Avg. Prod. Taxes : 13.06% Run Date : Jan 28, 14 08:45
Project : 021576

RESERVES AND PRODUCTION FORECAST

Light&Med Oil Heavy Oil Sales Gas
Mbbl Mbbl MMcf
# of Price Pool Company Share Price Pool Company Share Price Pool Company Share
Year Wells $/bbl bbl/d Vol Gross Net $/bbl bbl/d Vol Gross Net $/Mcf Mcf/d Vol Gross Net
2013 2 105.50 1920 117 47 46 - - - - - - - - - -
2014 2 101.42 1272 464 186 182 - - - - - - - - - -
2015 9 99.30 3160 1153 461 452 - - - - - 1.96 75109 27415 10966 10198
2016 9 101.38 1806 661 264 259 - - - - - 2.22 66143 24208 9683 9006
2017 9 104.12 1851 675 270 264 - - - - - 2.27 61455 22431 8972 8344
2018 8 107.01 1411 515 206 202 - - - - - 2.32 57941 21148 8459 7867
2019 9 110.37 2233 815 326 319 - - - - - 2.37 55260 20170 8068 7503
2020 9 112.67 1557 570 228 223 - - - - - 2.42 56386 20637 8255 7677
2021 8 115.01 712 260 104 102 - - - - - 2.46 55807 20370 8148 7578
2022 7 117.40 2142 782 313 306 - - - - - 2.51 53455 19511 7804 7258
2023 7 119.84 1522 556 222 218 - - - - - 2.57 49526 18077 7231 6725
2024 6 122.32 596 218 87 85 - - - - - 2.61 31578 11558 4623 4299
2025 6 124.86 1298 474 189 185 - - - - - 2.67 19285 7039 2816 2619
2026 8 127.44 743 271 108 106 - - - - - 2.72 11486 4192 1677 1560
2027 6 130.08 617 225 90 88 - - - - - 2.78 7669 2799 1120 1041
SUB 7757 3103 3037 - - - 219555 87822 81675
REM 64 26 25 - - - 4944 1978 1839
TOT 7821 3129 3062 - - - 224499 89800 83514
Condensate Butane Propane Ethane Sulphur
Mbbl Mbbl Mbbl Mbbl LT
Price Company Share Price Company Share Price Company Share Price Company Share Price Company Share
Year $/bbl Gross Net $/bbl Gross Net $/bbl Gross Net $/bbl Gross Net $/LT Gross Net
2013 - - - - - - - - - - - - - - -
2014 - - - - - - - - - - - - - - -
2015 99.30 804 787 - - - - - - - - - - - -
2016 101.38 712 697 - - - - - - - - - - - -
2017 104.12 647 633 - - - - - - - - - - - -
2018 107.01 609 596 - - - - - - - - - - - -
2019 110.37 583 571 - - - - - - - - - - - -
2020 112.67 608 595 - - - - - - - - - - - -
2021 115.01 603 590 - - - - - - - - - - - -
2022 117.40 570 558 - - - - - - - - - - - -
2023 119.84 532 520 - - - - - - - - - - - -
2024 122.32 346 338 - - - - - - - - - - - -
2025 124.86 211 206 - - - - - - - - - - - -
2026 127.44 125 122 - - - - - - - - - - - -
2027 130.08 82 81 - - - - - - - - - - - -
SUB 6430 6294 - - - - - - - -
REM 165 161 - - - - - - - -
TOT 6595 6455 - - - - - - - -

COMPANY SHARE FUTURE NET REVENUE

Working Interest Royalty FR After Future
Future Revenue (FR) Revenue Royalties Prod. Taxes Oper Costs Roy. & Proc & Net Revenue
Sales Pipe NDDC Oper. Net Other Cap'l Aband
Oil Gas NGLs Total State Other Losses Levy Fixed Var Costs Back Income Costs Costs Undisc 10.0%
Year MM$ MM$ MM$ MM$ MM$ MM$ MM$ MM$ MM$ MM$ MM$ MM$ $/BOE MM$ MM$ MM$ MM$ MM$
2013 4.9 - - 4.9 - 0.1 - 0.7 0.2 0.2 0.2 3.5 75.37 - 5.2 - -1.7 -1.7
2014 18.8 - - 18.8 - 0.4 - 2.8 0.7 1.5 0.7 12.8 68.69 - 24.0 - -11.3 -11.6
2015 45.8 21.5 79.8 147.1 - 4.2 - 18.8 0.7 1.5 15.9 106.1 33.61 - 6.5 - 99.5 84.7
2016 26.8 21.5 72.2 120.5 - 3.6 - 14.9 0.4 1.5 13.8 86.4 32.63 - - - 86.4 67.0
2017 28.1 20.4 67.4 115.9 - 3.5 - 14.3 0.5 1.5 13.1 83.0 33.68 - 3.4 - 79.6 56.0
2018 22.1 19.6 65.1 106.8 - 3.2 - 13.1 0.4 1.6 12.4 76.2 33.51 - - - 76.2 48.8
2019 36.0 19.1 64.3 119.4 - 3.5 - 15.0 0.5 1.6 12.6 86.3 37.51 - 3.5 - 82.7 48.1
2020 25.7 20.0 68.5 114.1 - 3.4 - 14.1 0.5 1.6 12.7 81.7 36.19 - 3.6 - 78.1 41.3
2021 12.0 20.0 69.3 101.3 - 3.1 - 12.2 0.4 1.7 12.3 71.6 33.93 - - - 71.6 34.5
2022 36.7 19.6 66.9 123.2 - 3.6 - 15.5 0.6 1.7 12.9 88.9 39.88 - 7.5 - 81.3 35.5
2023 26.6 18.6 63.7 108.9 - 3.2 - 13.6 0.5 1.7 11.9 78.0 39.00 - 3.8 - 74.2 29.5
2024 10.7 12.1 42.3 65.0 - 2.0 - 7.9 0.3 1.8 7.6 45.4 36.93 - 3.9 - 41.5 15.0
2025 23.7 7.5 26.3 57.5 - 1.6 - 7.5 0.3 1.8 5.3 41.0 46.31 - 4.0 - 37.0 12.1
2026 13.8 4.6 15.9 34.3 - 1.0 - 4.5 0.3 1.8 3.2 23.5 44.98 - 8.1 - 15.4 4.5
2027 11.7 3.1 10.7 25.6 - 0.7 - 3.4 0.2 1.9 2.3 17.2 46.96 - 4.1 - 13.0 3.5
SUB 343.4 207.6 712.5 1263.5 - 37.0 - 158.4 6.4 23.5 136.7 901.6 36.50 - 77.8 - 823.7 467.2
REM 3.4 5.7 22.2 31.2 - 0.9 - 3.8 0.4 7.9 3.6 14.5 27.40 - - 11.2 3.3 1.4
TOT 346.8 213.2 734.7 1294.7 - 37.9 - 162.2 6.9 31.4 140.2 916.1 36.30 - 77.8 11.2 827.0 468.6

NET PRESENT VALUE (MM$) - BT PROFITABILITY BT

Discount Rate 0.0% 5.0% 8.0% 10.0% 15.0% 20.0% 25.0%
Rate of Return (%) . . . . . 278.214
FR After Roy & Oper . 916.1 679.0 578.4 523.6 417.3 342.0 286.7 Profit Index (undisc). . . . 10.625
Proc & Other Income . - - - - - - - (disc @ 10.0%). 8.871
Capital Costs . . . . 77.8 62.3 56.1 52.8 46.8 42.7 39.9 Total Payout (years) . . . . 1.75
Abandonment Costs . . 11.2 4.8 3.0 2.2 1.0 0.5 0.2 Cost of Finding ($/BOE). . . 3.15
Future Net Revenue. . 827.0 611.8 519.4 468.6 369.5 298.7 246.6 NPV @ 10% ($/BOE). . . . . . 18.98

These data accompany the report of DeGolyer and MacNaughton and are subject to its specific conditions.

549
 Table 3G
Income Tax Summary - Total Company
Total Proved + Probable
Seplat Petroleum Development Company Plc
Effective as of October 31, 2013
Forecast Price Case

Value Navigator 6.1.4.53

Run Date : Jan 28, 14 08:46
Project : 021576

Burdens & Expenses Taxable Capital Deductions

Gross Reserves Revenue Op.Costs, Income Cap.
Sales NDDC Pipe Aband& Before Ded.
Oil Gas NGLs WI Roy. Other Total Burdens Levy Losses Salv. Total Ded. G&G I.A. Annu. Other Avail
Year Mbbl MMcf Mbbl MM$ MM$ MM$ MM$ MM$ MM$ MM$ MM$ MM$ MM$ MM$ MM$ MM$ MM$ MM$
2013 47 - - 4.9 - - 4.9 0.1 0.2 0.7 0.4 1.4 3.5 - 0.3 1.0 - 1.3
2014 186 - - 18.8 - - 18.8 0.4 0.7 2.8 2.1 6.1 12.8 - 1.2 5.8 - 7.0
2015 461 10966 804 147.1 - - 147.1 4.2 0.7 18.8 17.4 41.0 106.1 - 0.3 7.2 - 7.5
2016 264 9683 712 120.5 - - 120.5 3.6 0.4 14.9 15.3 34.2 86.4 - - 7.2 - 7.2
2017 270 8972 647 115.9 - - 115.9 3.5 0.5 14.3 14.6 32.9 83.0 - 0.2 7.8 - 8.0
2018 206 8459 609 106.8 - - 106.8 3.2 0.4 13.1 14.0 30.6 76.2 - - 6.6 - 6.6
2019 326 8068 583 119.4 - - 119.4 3.5 0.5 15.0 14.2 33.2 86.3 - 0.2 2.6 - 2.8
2020 228 8255 608 114.1 - - 114.1 3.4 0.5 14.1 14.4 32.4 81.7 - 0.2 2.1 - 2.3
2021 104 8148 603 101.3 - - 101.3 3.1 0.4 12.2 14.0 29.7 71.6 - - 2.1 - 2.1
2022 313 7804 570 123.2 - - 123.2 3.6 0.6 15.5 14.6 34.3 88.9 - 0.4 2.9 - 3.3
2023 222 7231 532 108.9 - - 108.9 3.2 0.5 13.6 13.7 30.9 78.0 - 0.2 3.7 - 3.9
2024 87 4623 346 65.0 - - 65.0 2.0 0.3 7.9 9.3 19.6 45.4 - 0.2 3.7 - 3.9
2025 189 2816 211 57.5 - - 57.5 1.6 0.3 7.5 7.1 16.5 41.0 - 0.2 3.8 - 4.0
2026 108 1677 125 34.3 - - 34.3 1.0 0.3 4.5 5.0 10.8 23.5 - 0.4 5.4 - 5.8
2027 90 1120 82 25.6 - - 25.6 0.7 0.2 3.4 4.1 8.4 17.2 - 0.2 4.8 - 5.0
SUB 3103 87822 6430 1263.5 - - 1263.5 37.0 6.4 158.4 160.2 362.0 901.6 - 3.9 66.7 - 70.6
REM 26 1978 165 31.2 - - 31.2 0.9 0.4 3.8 22.7 27.9 3.3 - - 10.4 - 10.4
TOT 3129 89800 6595 1294.7 - - 1294.7 37.9 6.9 162.2 182.9 389.9 904.9 - 3.9 77.1 - 81.0

G&G Investment Allowance Annual Allowance Other Allowance

Initial Add- Depn. Expense Initial Add- Depn. Expense Initial Add- Depn. Expense Initial Add- Depn. Expense
Balance ition Rate Claim Balance ition Rate Claim Balance ition Rate Claim Balance ition Rate Claim
Year MM$ MM$ % MM$ MM$ MM$ % MM$ MM$ MM$ % MM$ MM$ MM$ % MM$
2013 - - - - - 0.3 100.0 0.3 - 5.1 20.2 1.0 - - - -
2014 - - - - - 1.2 100.0 1.2 4.1 23.8 21.0 5.8 - - - -
2015 - - - - - 0.3 100.0 0.3 22.1 6.5 25.1 7.2 - - - -
2016 - - - - - - - - 21.4 - 33.5 7.2 - - - -
2017 - - - - - 0.2 100.0 0.2 14.2 3.4 44.3 7.8 - - - -
2018 - - - - - - - - 9.8 - 66.9 6.6 - - - -
2019 - - - - - 0.2 100.0 0.2 3.2 3.5 39.0 2.6 - - - -
2020 - - - - - 0.2 100.0 0.2 4.1 3.6 27.4 2.1 - - - -
2021 - - - - - - - - 5.6 - 37.2 2.1 - - - -
2022 - - - - - 0.4 100.0 0.4 3.5 7.4 26.8 2.9 - - - -
2023 - - - - - 0.2 100.0 0.2 8.0 3.8 31.0 3.7 - - - -
2024 - - - - - 0.2 100.0 0.2 8.1 3.9 31.1 3.7 - - - -
2025 - - - - - 0.2 100.0 0.2 8.3 3.9 31.5 3.8 - - - -
2026 - - - - - 0.4 100.0 0.4 8.4 8.0 32.9 5.4 - - - -
2027 - - - - - 0.2 100.0 0.2 11.0 4.1 31.5 4.8 - - - -
SUB - - 3.9 3.9 77.1 66.7 - -
REM - - - 3.9 - 10.4 - -
TOT - - 3.9 3.9 77.1 77.1 - -

Education Tax Petroleum Production Tax Regime Cash Flow

Cap. Tax Loss Tax Cap. Tax Loss Tax Total
Ded. Carry Ded. Taxable Tax Pay Ded. Carry Ded. Taxable Tax Pay- Other Tax Cum. NPV
Avail. Fwd Used Income Rate -able Avail. Fwd Used Income Rate able Taxes BTCF Payable ATCF ATCF @ 10 %
Year MM$ MM$ MM$ MM$ % MM$ MM$ MM$ MM$ MM$ % MM$ MM$ MM$ MM$ MM$ MM$ MM$
2013 - - - 3.5 2.0 0.1 1.3 1.0 0.3 3.1 65.8 2.1 - -1.7 2.1 -3.8 -3.8 -3.6
2014 - - - 12.8 2.0 0.3 7.0 5.8 1.2 11.3 65.8 7.4 - -11.3 7.7 -18.9 -22.7 -18.8
2015 - - - 106.1 2.0 2.1 7.5 - 29.0 75.0 65.8 49.3 6.4 99.5 57.9 41.7 18.9 35.3
2016 - - - 86.4 2.0 1.7 7.2 0.9 27.7 56.9 65.8 37.4 6.4 86.4 45.6 40.8 59.7 31.6
2017 - - - 83.0 2.0 1.7 8.0 1.9 26.4 54.9 65.8 36.1 6.1 79.6 43.9 35.7 95.4 25.1
2018 - - - 76.2 2.0 1.5 6.6 - 26.2 48.5 85.0 41.2 5.9 76.2 48.6 27.6 122.9 17.7
2019 - - - 86.3 2.0 1.7 2.8 - 21.9 62.6 85.0 53.2 5.7 82.7 60.7 22.0 145.0 12.8
2020 - - - 81.7 2.0 1.6 2.3 - 22.3 57.8 85.0 49.2 6.0 78.1 56.8 21.3 166.3 11.2
2021 - - - 71.6 2.0 1.4 2.1 - 22.1 48.1 85.0 40.9 6.0 71.6 48.3 23.3 189.7 11.2
2022 - - - 88.9 2.0 1.8 3.3 - 22.9 64.2 85.0 54.6 5.9 81.3 62.2 19.1 208.8 8.2
2023 - - - 78.0 2.0 1.6 3.9 - 22.4 54.0 85.0 45.9 5.6 74.2 53.1 21.1 229.9 8.3
2024 - - - 45.4 2.0 0.9 3.9 - 16.0 28.5 85.0 24.2 3.6 41.5 28.8 12.7 242.7 4.6
2025 - - - 41.0 2.0 0.8 4.0 - 11.6 28.6 85.0 24.3 2.3 37.0 27.4 9.6 252.3 3.1
2026 - - - 23.5 2.0 0.5 5.8 3.5 6.9 16.1 85.0 13.7 1.4 15.4 15.5 -0.2 252.1 -0.2
2027 - - - 17.2 2.0 0.3 5.0 3.2 4.9 12.0 85.0 10.2 0.9 13.0 11.5 1.6 253.7 0.4
SUB - - 901.6 2.0 18.0 70.6 261.8 621.7 78.8 489.7 62.3 823.7 570.0 253.7 146.9
REM - - 14.5 2.0 0.3 10.4 4.7 9.5 85.0 8.1 1.7 3.3 10.1 -6.8 -1.0
TOT - - 916.1 2.0 18.3 81.0 266.6 631.2 78.9 497.8 64.0 827.0 580.1 246.9 145.9

NET PRESENT VALUE (MM$) - AT

Discount Rate 0.0% 5.0% 8.0% 10.0% 15.0% 20.0%
Before Tax Cash Flow. 827.0 611.8 519.4 468.6 369.5 298.7
Tax Payable . . . . . 580.1 424.1 358.4 322.6 253.8 205.4
After Tax Cash Flow . 246.9 187.7 161.0 145.9 115.7 93.3

These data accompany the report of DeGolyer and MacNaughton and are subject to its specific conditions.

550
 Table 4A
Summary of Reserves and Net Present Value - Total Company
Total Proved + Probable + Possible
Seplat Petroleum Development Company Plc
Effective as of October 31, 2013
Forecast Price Case

Value Navigator 6.1.4.53

Run Date : Jan 28, 14 08:44
Project : 021576
Current
Reserve Avg. Light&Med Oil Heavy Oil Sales Gas NGLs Total BOE NPV
Well Zone Cat. WI % Gross Net Gross Net Gross Net Gross Net Gross Net @ 0% @ 10%
Mbbl Mbbl Mbbl Mbbl MMcf MMcf Mbbl Mbbl Mbbl Mbbl MM$ MM$
Nigeria
Delta State

IGBUKU 1954 1913 - - 123036 114423 10167 9951 33334 31592 1232.6 564.7

UMUSETI 3286 3216 - - 17652 16417 1856 1816 8185 7863 375.3 211.4

Total Delta State 5240 5128 - - 140688 130840 12022 11767 41519 39454 1607.9 776.1

Total Nigeria 5240 5128 - - 140688 130840 12022 11767 41519 39454 1607.9 776.1

Total Company 5240 5128 - - 140688 130840 12022 11767 41519 39454 1607.9 776.1

These data accompany the report of DeGolyer and MacNaughton and are subject to its specific conditions.

551
 Table 4B
Summary of Production and Future Net Revenue - Total Company Light Oil
Total Proved + Probable + Possible
Seplat Petroleum Development Company Plc
Effective as of October 31, 2013
Forecast Price Case

Value Navigator 6.1.4.53

Run Date : Jan 28, 14 08:44
Project : 021576

RESERVES AND PRODUCTION FORECAST

Light Oil
Mbbl
# of Price Pool Company Share
Year Wells $/bbl bbl/d Vol Gross Net
2013 2 105.50 2938 179 72 70
2014 2 101.42 1894 691 277 271
2015 5 99.30 4759 1737 695 680
2016 5 101.38 3138 1148 459 450
2017 6 104.12 2817 1028 411 403
2018 5 107.01 2894 1056 423 414
2019 6 110.37 3324 1213 485 475
2020 5 112.67 2638 966 386 378
2021 4 115.01 1612 588 235 230
2022 4 117.40 2993 1093 437 428
2023 4 119.84 2463 899 360 352
2024 4 122.32 1465 536 215 210
2025 5 124.86 1958 714 286 280
2026 4 127.44 1143 417 167 163
2027 5 130.08 861 314 126 123
SUB 12582 5033 4926
REM 518 207 203
TOT 13100 5240 5128

COMPANY SHARE FUTURE NET REVENUE

Working Interest Royalty FR After Future
Future Revenue (FR) Revenue Royalties Operating Costs Roy. & Proc & Net Revenue
Oper. Net Other Capital Aband
Oil Total Total Fixed Var Costs Back Income Costs Costs Undisc 10.0%
Year MM$ MM$ MM$ MM$ % MM$ MM$ $/bbl MM$ $/bbl MM$ MM$ MM$ MM$ MM$
2013 7.6 7.6 - 1.5 19.3 0.2 0.3 6.85 5.6 78.30 - 5.2 - 0.4 0.4
2014 28.0 28.0 - 5.6 19.8 1.5 1.0 8.80 20.1 72.54 - 24.0 - -4.0 -4.8
2015 69.0 69.0 - 12.1 17.6 1.5 3.6 7.29 51.8 74.56 - 6.5 - 45.3 38.4
2016 46.6 46.6 - 8.0 17.3 1.5 2.4 8.56 34.6 75.30 - - - 34.6 26.8
2017 42.8 42.8 - 7.5 17.5 1.5 2.2 9.13 31.6 76.75 - 3.4 - 28.2 19.8
2018 45.2 45.2 - 7.8 17.3 1.6 2.3 9.21 33.5 79.31 - - - 33.5 21.5
2019 53.6 53.6 - 9.4 17.5 1.6 2.4 8.21 40.2 82.90 - 3.5 - 36.7 21.3
2020 43.5 43.5 - 7.6 17.5 1.6 1.9 9.13 32.4 83.82 - 3.6 - 28.8 15.2
2021 27.1 27.1 - 4.7 17.3 1.7 1.2 12.20 19.5 82.96 - - - 19.5 9.4
2022 51.3 51.3 - 9.1 17.7 1.7 2.1 8.62 38.5 88.02 - 7.5 - 31.0 13.4
2023 43.1 43.1 - 7.4 17.2 1.7 1.7 9.64 32.2 89.54 - - - 32.2 12.8
2024 26.2 26.2 - 4.6 17.7 1.8 1.1 13.29 18.7 87.38 - 3.9 - 14.8 5.3
2025 35.7 35.7 - 6.4 17.9 1.8 1.4 11.25 26.1 91.24 - 8.0 - 18.1 5.8
2026 21.3 21.3 - 3.7 17.2 1.8 0.9 16.19 14.9 89.27 - - - 14.9 4.5
2027 16.3 16.3 - 2.9 18.0 1.9 0.7 20.45 10.8 86.20 - 4.1 - 6.7 1.8
SUB 557.3 557.3 - 98.3 17.6 23.5 25.0 9.64 410.5 81.57 - 69.9 - 340.6 191.5
REM 27.7 27.7 - 5.4 19.5 16.5 1.3 85.73 4.6 22.08 - 8.7 12.1 -16.3 -1.5
TOT 585.1 585.1 - 103.7 17.7 40.0 26.3 12.65 415.1 79.21 - 78.6 12.1 324.3 190.0

NET PRESENT VALUE (MM$) - BT

Discount Rate 0.0% 5.0% 8.0% 10.0% 15.0% 20.0% 25.0%
FR After Roy & Oper . 415.1 311.6 267.6 243.6 197.3 164.4 140.4
Proc & Other Income . - - - - - - -
Capital Costs . . . . 78.6 61.7 55.3 52.0 46.1 42.2 39.5
Abandonment Costs . . 12.1 4.3 2.4 1.6 0.6 0.3 0.1
Future Net Revenue. . 324.3 245.6 209.9 190.0 150.6 122.0 100.8

These data accompany the report of DeGolyer and MacNaughton and are subject to its specific conditions.

552
 Table 4C
Summary of Production and Future Net Revenue - Total Company Non-Associated Sales Gas
Total Proved + Probable + Possible
Seplat Petroleum Development Company Plc
Effective as of October 31, 2013
Forecast Price Case

Value Navigator 6.1.4.53

Run Date : Jan 28, 14 08:44
Project : 021576

RESERVES AND PRODUCTION FORECAST

Non-Associated Sales Gas
MMcf
# of Price Pool Company Share
Year Wells $/Mcf Mcf/d Vol Gross Net
2015 4 1.96 76933 28080 11232 10446
2016 4 2.22 69679 25502 10201 9487
2017 4 2.27 62915 22964 9186 8543
2018 3 2.32 58529 21363 8545 7947
2019 3 2.37 56011 20444 8178 7605
2020 4 2.42 54866 20081 8032 7470
2021 4 2.46 58385 21310 8524 7927
2022 4 2.51 55515 20263 8105 7538
2023 3 2.57 53209 19421 7768 7225
2024 4 2.61 54698 20019 8008 7447
2025 5 2.67 56751 20714 8286 7706
2026 4 2.72 55048 20092 8037 7474
2027 4 2.78 53177 19410 7764 7220
2028 4 2.83 51699 18922 7569 7039
2029 3 2.89 43344 15821 6328 5885
SUB 314407 125763 116960
REM 24930 9972 9274
TOT 339337 135735 126234

COMPANY SHARE FUTURE NET REVENUE

Working Interest Royalty FR After Future
Future Revenue (FR) Revenue Royalties Operating Costs Roy. & Proc & Net Revenue
Oper. Net Other Capital Aband
Gas Total Total Fixed Var Costs Back Income Costs Costs Undisc 10.0%
Year MM$ MM$ MM$ MM$ % MM$ MM$ $/Mcf MM$ $/Mcf MM$ MM$ MM$ MM$ MM$
2015 22.0 22.0 - 17.8 80.8 - 15.4 1.37 -11.2 - - - - -11.2 -9.5
2016 22.6 22.6 - 16.3 72.1 - 14.2 1.39 -7.9 - - - - -7.9 -6.1
2017 20.9 20.9 - 14.8 70.8 - 13.0 1.41 -6.9 - - - - -6.9 -4.8
2018 19.8 19.8 - 13.9 70.0 - 12.2 1.43 -6.3 - - - - -6.3 -4.0
2019 19.4 19.4 - 13.5 69.8 - 11.9 1.46 -6.1 - - - - -6.1 -3.5
2020 19.4 19.4 - 13.5 69.5 - 11.9 1.48 -6.0 - - - - -6.0 -3.2
2021 21.0 21.0 - 14.9 71.0 - 13.0 1.52 -6.9 - - - - -6.9 -3.3
2022 20.3 20.3 - 14.3 70.1 - 12.5 1.55 -6.5 - - - - -6.5 -2.8
2023 20.0 20.0 - 13.8 69.1 - 12.2 1.57 -6.1 - - - - -6.1 -2.4
2024 20.9 20.9 - 14.6 70.1 - 12.9 1.61 -6.6 - - - - -6.6 -2.4
2025 22.1 22.1 - 15.6 70.7 - 13.6 1.64 -7.1 - - - - -7.1 -2.3
2026 21.9 21.9 - 15.3 70.1 - 13.5 1.67 -6.9 - - - - -6.9 -2.1
2027 21.6 21.6 - 15.0 69.5 - 13.2 1.70 -6.6 - - - - -6.6 -1.8
2028 21.4 21.4 - 14.8 69.0 - 13.1 1.73 -6.5 - - - - -6.5 -1.6
2029 18.3 18.3 - 12.7 69.6 - 11.2 1.77 -5.7 - - - - -5.7 -1.3
SUB 311.6 311.6 - 220.9 70.9 - 193.9 1.54 -103.1 -0.82 - - - -103.1 -51.2
REM 30.2 30.2 - 21.9 72.6 - 18.7 1.88 -10.4 -1.05 - - - -10.4 -1.9
TOT 341.8 341.8 - 242.8 71.0 - 212.6 1.57 -113.5 -0.84 - - - -113.5 -53.1

NET PRESENT VALUE (MM$) - BT

Discount Rate 0.0% 5.0% 8.0% 10.0% 15.0% 20.0% 25.0%
FR After Roy & Oper . -113.5 -74.9 -60.5 -53.1 -40.0 -31.5 -25.7
Proc & Other Income . - - - - - - -
Capital Costs . . . . - - - - - - -
Abandonment Costs . . - - - - - - -
Future Net Revenue. . -113.5 -74.9 -60.5 -53.1 -40.0 -31.5 -25.7

These data accompany the report of DeGolyer and MacNaughton and are subject to its specific conditions.

553
 Table 4D
Summary of Production and Future Net Revenue - Total Company Solution Gas
Total Proved + Probable + Possible
Seplat Petroleum Development Company Plc
Effective as of October 31, 2013
Forecast Price Case

Value Navigator 6.1.4.53

Run Date : Jan 28, 14 08:45
Project : 021576

RESERVES AND PRODUCTION FORECAST

Solution Gas
MMcf
# of Price Pool Company Share
Year Wells $/Mcf Mcf/d Vol Gross Net
2013 - - - - - -
2014 - - - - - -
2015 - 1.96 - 2610 1044 971
2016 - 2.22 - 1731 692 644
2017 - 2.27 - 1551 620 577
2018 - 2.32 - 1594 638 593
2019 - 2.37 - 1076 431 400
2020 - 2.42 - 762 305 283
2021 - 2.46 - 524 210 195
2022 - 2.51 - 526 210 196
2023 - 2.57 - 426 170 158
2024 - 2.61 - 309 124 115
2025 - 2.67 - 296 118 110
2026 - 2.72 - 210 84 78
2027 - 2.78 - 215 86 80
SUB 11830 4732 4401
REM 552 221 205
TOT 12382 4953 4606

COMPANY SHARE FUTURE NET REVENUE

Working Interest Royalty FR After Future
Future Revenue (FR) Revenue Royalties Operating Costs Roy. & Proc & Net Revenue
Oper. Net Other Capital Aband
Gas Total Total Fixed Var Costs Back Income Costs Costs Undisc 10.0%
Year MM$ MM$ MM$ MM$ % MM$ MM$ $/Mcf MM$ $/Mcf MM$ MM$ MM$ MM$ MM$
2013 - - - - - - - - - - - - - - -
2014 - - - - - - - - - - - - - - -
2015 2.0 2.0 - 0.1 7.0 - - - 1.9 1.82 - - - 1.9 1.6
2016 1.5 1.5 - 0.1 7.0 - - - 1.4 2.07 - - - 1.4 1.1
2017 1.4 1.4 - 0.1 7.0 - - - 1.3 2.11 - - - 1.3 0.9
2018 1.5 1.5 - 0.1 7.0 - - - 1.4 2.16 - - - 1.4 0.9
2019 1.0 1.0 - 0.1 7.0 - - - 0.9 2.20 - - - 0.9 0.6
2020 0.7 0.7 - 0.1 7.0 - - - 0.7 2.25 - - - 0.7 0.4
2021 0.5 0.5 - 0.0 7.0 - - - 0.5 2.29 - - - 0.5 0.2
2022 0.5 0.5 - 0.0 7.0 - - - 0.5 2.33 - - - 0.5 0.2
2023 0.4 0.4 - 0.0 7.0 - - - 0.4 2.39 - - - 0.4 0.2
2024 0.3 0.3 - 0.0 7.0 - - - 0.3 2.43 - - - 0.3 0.1
2025 0.3 0.3 - 0.0 7.0 - - - 0.3 2.48 - - - 0.3 0.1
2026 0.2 0.2 - 0.0 7.0 - - - 0.2 2.53 - - - 0.2 0.1
2027 0.2 0.2 - 0.0 7.0 - - - 0.2 2.58 - - - 0.2 0.1
SUB 10.8 10.8 - 0.8 7.0 - - - 10.1 2.13 - - - 10.1 6.4
REM 0.6 0.6 - 0.0 7.0 - - - 0.6 2.67 - - - 0.6 0.1
TOT 11.5 11.5 - 0.8 7.0 - - - 10.6 2.15 - - - 10.6 6.5

NET PRESENT VALUE (MM$) - BT

Discount Rate 0.0% 5.0% 8.0% 10.0% 15.0% 20.0% 25.0%
FR After Roy & Oper . 10.6 8.2 7.1 6.5 5.4 4.5 3.9
Proc & Other Income . - - - - - - -
Capital Costs . . . . - - - - - - -
Abandonment Costs . . - - - - - - -
Future Net Revenue. . 10.6 8.2 7.1 6.5 5.4 4.5 3.9

These data accompany the report of DeGolyer and MacNaughton and are subject to its specific conditions.

554
 Table 4E
Summary of Production and Future Net Revenue - Total Company Condensate
Total Proved + Probable + Possible
Seplat Petroleum Development Company Plc
Effective as of October 31, 2013
Forecast Price Case

Value Navigator 6.1.4.53

Run Date : Jan 28, 14 08:45
Project : 021576

RESERVES AND PRODUCTION FORECAST

Condensate
Mbbl
# of Price Pool Company Share
Year Wells $/bbl bbl/d Vol Gross Net
2013 - - - - - -
2014 - - - - - -
2015 - 99.30 - 2648 1059 1037
2016 - 101.38 - 2354 942 922
2017 - 104.12 - 2068 827 810
2018 - 107.01 - 1887 755 739
2019 - 110.37 - 1784 714 698
2020 - 112.67 - 1743 697 682
2021 - 115.01 - 1888 755 739
2022 - 117.40 - 1769 708 693
2023 - 119.84 - 1674 670 655
2024 - 122.32 - 1743 697 683
2025 - 124.86 - 1825 730 715
2026 - 127.44 - 1754 702 687
2027 - 130.08 - 1677 671 656
SUB 24814 9926 9715
REM 5242 2097 2052
TOT 30056 12022 11767

COMPANY SHARE FUTURE NET REVENUE

Working Interest Royalty FR After Future
Future Revenue (FR) Revenue Royalties Operating Costs Roy. & Proc & Net Revenue
Oper. Net Other Capital Aband
Condensate Total Total Fixed Var Costs Back Income Costs Costs Undisc 10.0%
Year MM$ MM$ MM$ MM$ % MM$ MM$ $/bbl MM$ $/bbl MM$ MM$ MM$ MM$ MM$
2013 - - - - - - - - - - - - - - -
2014 - - - - - - - - - - - - - - -
2015 105.2 105.2 - 2.2 2.1 - - - 102.9 97.19 - - - 102.9 87.8
2016 95.5 95.5 - 2.0 2.1 - - - 93.4 99.23 - - - 93.4 72.5
2017 86.1 86.1 - 1.8 2.1 - - - 84.3 101.91 - - - 84.3 59.4
2018 80.8 80.8 - 1.7 2.1 - - - 79.1 104.74 - - - 79.1 50.7
2019 78.8 78.8 - 1.7 2.1 - - - 77.1 108.02 - - - 77.1 44.9
2020 78.6 78.6 - 1.7 2.1 - - - 76.9 110.28 - - - 76.9 40.7
2021 86.9 86.9 - 1.8 2.1 - - - 85.0 112.57 - - - 85.0 40.9
2022 83.1 83.1 - 1.8 2.1 - - - 81.3 114.91 - - - 81.3 35.6
2023 80.2 80.2 - 1.7 2.1 - - - 78.5 117.29 - - - 78.5 31.3
2024 85.3 85.3 - 1.8 2.1 - - - 83.5 119.72 - - - 83.5 30.2
2025 91.2 91.2 - 1.9 2.1 - - - 89.2 122.20 - - - 89.2 29.3
2026 89.4 89.4 - 1.9 2.1 - - - 87.5 124.74 - - - 87.5 26.2
2027 87.2 87.2 - 1.9 2.1 - - - 85.4 127.32 - - - 85.4 23.2
SUB 1128.1 1128.1 - 24.0 2.1 - - - 1104.2 111.24 - - - 1104.2 572.9
REM 288.4 288.4 - 6.1 2.1 - - - 282.3 134.62 - - - 282.3 59.8
TOT 1416.5 1416.5 - 30.1 2.1 - - - 1386.4 115.32 - - - 1386.4 632.7

NET PRESENT VALUE (MM$) - BT

Discount Rate 0.0% 5.0% 8.0% 10.0% 15.0% 20.0% 25.0%
FR After Roy & Oper . 1386.4 903.4 723.9 632.7 469.8 365.4 294.7
Proc & Other Income . - - - - - - -
Capital Costs . . . . - - - - - - -
Abandonment Costs . . - - - - - - -
Future Net Revenue. . 1386.4 903.4 723.9 632.7 469.8 365.4 294.7

These data accompany the report of DeGolyer and MacNaughton and are subject to its specific conditions.

555
 Table 4F
Summary of Production and Future Net Revenue - Total Company
Total Proved + Probable + Possible
Seplat Petroleum Development Company Plc
Effective as of October 31, 2013
Forecast Price Case
Avg. WI : 40.00%
Avg. Roy : 2.86% Value Navigator 6.1.4.53
Avg. Prod. Taxes : 13.17% Run Date : Jan 28, 14 08:45
Project : 021576

RESERVES AND PRODUCTION FORECAST

Light&Med Oil Heavy Oil Sales Gas
Mbbl Mbbl MMcf
# of Price Pool Company Share Price Pool Company Share Price Pool Company Share
Year Wells $/bbl bbl/d Vol Gross Net $/bbl bbl/d Vol Gross Net $/Mcf Mcf/d Vol Gross Net
2013 2 105.50 2938 179 72 70 - - - - - - - - - -
2014 2 101.42 1894 691 277 271 - - - - - - - - - -
2015 9 99.30 4759 1737 695 680 - - - - - 1.96 84084 30691 12276 11417
2016 9 101.38 3138 1148 459 450 - - - - - 2.22 74409 27234 10893 10131
2017 10 104.12 2817 1028 411 403 - - - - - 2.27 67164 24515 9806 9120
2018 8 107.01 2894 1056 423 414 - - - - - 2.32 62897 22958 9183 8540
2019 9 110.37 3324 1213 485 475 - - - - - 2.37 58960 21520 8608 8006
2020 9 112.67 2638 966 386 378 - - - - - 2.42 56947 20843 8337 7753
2021 8 115.01 1612 588 235 230 - - - - - 2.46 59821 21835 8734 8122
2022 8 117.40 2993 1093 437 428 - - - - - 2.51 56955 20789 8315 7733
2023 7 119.84 2463 899 360 352 - - - - - 2.57 54375 19847 7939 7383
2024 8 122.32 1465 536 215 210 - - - - - 2.61 55543 20329 8131 7562
2025 10 124.86 1958 714 286 280 - - - - - 2.67 57561 21010 8404 7816
2026 8 127.44 1143 417 167 163 - - - - - 2.72 55622 20302 8121 7552
2027 9 130.08 861 314 126 123 - - - - - 2.78 53765 19624 7850 7300
SUB 12582 5033 4926 - - - 291495 116598 108436
REM 518 207 203 - - - 60225 24090 22404
TOT 13100 5240 5128 - - - 351719 140688 130840
Condensate Butane Propane Ethane Sulphur
Mbbl Mbbl Mbbl Mbbl LT
Price Company Share Price Company Share Price Company Share Price Company Share Price Company Share
Year $/bbl Gross Net $/bbl Gross Net $/bbl Gross Net $/bbl Gross Net $/LT Gross Net
2013 - - - - - - - - - - - - - - -
2014 - - - - - - - - - - - - - - -
2015 99.30 1059 1037 - - - - - - - - - - - -
2016 101.38 942 922 - - - - - - - - - - - -
2017 104.12 827 810 - - - - - - - - - - - -
2018 107.01 755 739 - - - - - - - - - - - -
2019 110.37 714 698 - - - - - - - - - - - -
2020 112.67 697 682 - - - - - - - - - - - -
2021 115.01 755 739 - - - - - - - - - - - -
2022 117.40 708 693 - - - - - - - - - - - -
2023 119.84 670 655 - - - - - - - - - - - -
2024 122.32 697 683 - - - - - - - - - - - -
2025 124.86 730 715 - - - - - - - - - - - -
2026 127.44 702 687 - - - - - - - - - - - -
2027 130.08 671 656 - - - - - - - - - - - -
SUB 9926 9715 - - - - - - - -
REM 2097 2052 - - - - - - - -
TOT 12022 11767 - - - - - - - -

COMPANY SHARE FUTURE NET REVENUE

Working Interest Royalty FR After Future
Future Revenue (FR) Revenue Royalties Prod. Taxes Oper Costs Roy. & Proc & Net Revenue
Sales Pipe NDDC Oper. Net Other Cap'l Aband
Oil Gas NGLs Total State Other Losses Levy Fixed Var Costs Back Income Costs Costs Undisc 10.0%
Year MM$ MM$ MM$ MM$ MM$ MM$ MM$ MM$ MM$ MM$ MM$ MM$ $/BOE MM$ MM$ MM$ MM$ MM$
2013 7.6 - - 7.6 - 0.2 - 1.1 0.2 0.2 0.3 5.6 78.30 - 5.2 - 0.4 0.4
2014 28.0 - - 28.0 - 0.6 - 4.2 0.8 1.5 1.0 20.1 72.54 - 24.0 - -4.0 -4.8
2015 69.0 24.1 105.2 198.2 - 5.4 - 26.1 0.8 1.5 19.0 145.5 37.59 - 6.5 - 138.9 118.3
2016 46.6 24.2 95.5 166.2 - 4.7 - 21.3 0.5 1.5 16.6 121.6 37.08 - - - 121.6 94.3
2017 42.8 22.3 86.1 151.2 - 4.3 - 19.3 0.6 1.5 15.2 110.3 37.65 - 3.4 - 106.9 75.3
2018 45.2 21.3 80.8 147.3 - 4.2 - 18.9 0.4 1.6 14.6 107.7 39.00 - - - 107.7 69.0
2019 53.6 20.4 78.8 152.7 - 4.2 - 19.8 0.5 1.6 14.3 112.2 41.82 - 3.5 - 108.7 63.2
2020 43.5 20.2 78.6 142.2 - 4.0 - 18.3 0.5 1.6 13.8 104.0 41.24 - 3.6 - 100.4 53.1
2021 27.1 21.5 86.9 135.4 - 3.9 - 17.1 0.4 1.7 14.2 98.1 39.31 - - - 98.1 47.3
2022 51.3 20.9 83.1 155.3 - 4.3 - 20.2 0.7 1.7 14.6 113.8 44.15 - 7.5 - 106.3 46.4
2023 43.1 20.4 80.2 143.7 - 4.0 - 18.5 0.4 1.7 13.9 105.1 43.83 - - - 105.1 41.8
2024 26.2 21.2 85.3 132.8 - 3.9 - 16.7 0.5 1.8 14.0 95.9 41.45 - 3.9 - 92.0 33.2
2025 35.7 22.4 91.2 149.3 - 4.3 - 19.0 0.7 1.8 15.0 108.5 44.00 - 8.0 - 100.5 32.9
2026 21.3 22.1 89.4 132.8 - 3.9 - 16.6 0.4 1.8 14.3 95.7 42.19 - - - 95.7 28.6
2027 16.3 21.8 87.2 125.4 - 3.7 - 15.5 0.5 1.9 13.9 89.8 41.77 - 4.1 - 85.6 23.2
SUB 557.3 282.7 1128.1 1968.2 - 55.6 - 252.8 7.9 23.5 194.6 1433.8 40.90 - 69.9 - 1363.9 722.4
REM 27.7 70.5 288.4 386.7 - 11.7 - 47.4 2.0 16.5 44.3 264.9 41.00 - 8.7 12.1 244.0 53.7
TOT 585.1 353.3 1416.5 2354.9 - 67.3 - 300.2 9.9 40.0 238.9 1698.6 40.90 - 78.6 12.1 1607.9 776.1

NET PRESENT VALUE (MM$) - BT PROFITABILITY BT

Discount Rate 0.0% 5.0% 8.0% 10.0% 15.0% 20.0% 25.0%
Rate of Return (%) . . . . . 466.142
FR After Roy & Oper . 1698.6 1148.3 938.2 829.7 632.4 502.8 413.3 Profit Index (undisc). . . . 20.462
Proc & Other Income . - - - - - - - (disc @ 10.0%). 14.919
Capital Costs . . . . 78.6 61.7 55.3 52.0 46.1 42.2 39.5 Total Payout (years) . . . . 1.53
Abandonment Costs . . 12.1 4.3 2.4 1.6 0.6 0.3 0.1 Cost of Finding ($/BOE). . . 1.93
Future Net Revenue. . 1607.9 1082.3 880.5 776.1 585.7 460.4 373.7 NPV @ 10% ($/BOE). . . . . . 19.06

These data accompany the report of DeGolyer and MacNaughton and are subject to its specific conditions.

556
 Table 4G
Income Tax Summary - Total Company
Total Proved + Probable + Possible
Seplat Petroleum Development Company Plc
Effective as of October 31, 2013
Forecast Price Case

Value Navigator 6.1.4.53

Run Date : Jan 28, 14 08:46
Project : 021576

Burdens & Expenses Taxable Capital Deductions

Gross Reserves Revenue Op.Costs, Income Cap.
Sales NDDC Pipe Aband& Before Ded.
Oil Gas NGLs WI Roy. Other Total Burdens Levy Losses Salv. Total Ded. G&G I.A. Annu. Other Avail
Year Mbbl MMcf Mbbl MM$ MM$ MM$ MM$ MM$ MM$ MM$ MM$ MM$ MM$ MM$ MM$ MM$ MM$ MM$
2013 72 - - 7.6 - - 7.6 0.2 0.2 1.1 0.5 1.9 5.6 - 0.3 1.0 - 1.3
2014 277 - - 28.0 - - 28.0 0.6 0.8 4.2 2.4 8.0 20.1 - 1.2 5.8 - 7.0
2015 695 12276 1059 198.2 - - 198.2 5.4 0.8 26.1 20.5 52.7 145.5 - 0.3 7.2 - 7.5
2016 459 10893 942 166.2 - - 166.2 4.7 0.5 21.3 18.1 44.6 121.6 - - 7.2 - 7.2
2017 411 9806 827 151.2 - - 151.2 4.3 0.6 19.3 16.7 40.9 110.3 - 0.2 7.8 - 8.0
2018 423 9183 755 147.3 - - 147.3 4.2 0.4 18.9 16.1 39.6 107.7 - - 6.6 - 6.6
2019 485 8608 714 152.7 - - 152.7 4.2 0.5 19.8 15.9 40.5 112.2 - 0.2 2.6 - 2.8
2020 386 8337 697 142.2 - - 142.2 4.0 0.5 18.3 15.4 38.3 104.0 - 0.2 2.1 - 2.3
2021 235 8734 755 135.4 - - 135.4 3.9 0.4 17.1 15.8 37.3 98.1 - - 2.1 - 2.1
2022 437 8315 708 155.3 - - 155.3 4.3 0.7 20.2 16.3 41.4 113.8 - 0.4 2.9 - 3.3
2023 360 7939 670 143.7 - - 143.7 4.0 0.4 18.5 15.7 38.7 105.1 - - 2.9 - 2.9
2024 215 8131 697 132.8 - - 132.8 3.9 0.5 16.7 15.7 36.8 95.9 - 0.2 3.0 - 3.2
2025 286 8404 730 149.3 - - 149.3 4.3 0.7 19.0 16.8 40.8 108.5 - 0.4 3.9 - 4.3
2026 167 8121 702 132.8 - - 132.8 3.9 0.4 16.6 16.2 37.1 95.7 - - 3.8 - 3.8
2027 126 7850 671 125.4 - - 125.4 3.7 0.5 15.5 15.8 35.6 89.8 - 0.2 3.2 - 3.4
SUB 5033 116598 9926 1968.2 - - 1968.2 55.6 7.9 252.8 218.0 534.4 1433.8 - 3.5 62.0 - 65.5
REM 207 24090 2097 386.7 - - 386.7 11.7 2.0 47.4 72.9 134.0 252.7 - 0.4 15.8 - 16.2
TOT 5240 140688 12022 2354.9 - - 2354.9 67.3 9.9 300.2 291.0 668.4 1686.5 - 3.9 77.8 - 81.7

G&G Investment Allowance Annual Allowance Other Allowance

Initial Add- Depn. Expense Initial Add- Depn. Expense Initial Add- Depn. Expense Initial Add- Depn. Expense
Balance ition Rate Claim Balance ition Rate Claim Balance ition Rate Claim Balance ition Rate Claim
Year MM$ MM$ % MM$ MM$ MM$ % MM$ MM$ MM$ % MM$ MM$ MM$ % MM$
2013 - - - - - 0.3 100.0 0.3 - 5.1 20.2 1.0 - - - -
2014 - - - - - 1.2 100.0 1.2 4.1 23.8 21.0 5.8 - - - -
2015 - - - - - 0.3 100.0 0.3 22.1 6.5 25.1 7.2 - - - -
2016 - - - - - - - - 21.4 - 33.5 7.2 - - - -
2017 - - - - - 0.2 100.0 0.2 14.2 3.4 44.3 7.8 - - - -
2018 - - - - - - - - 9.8 - 66.9 6.6 - - - -
2019 - - - - - 0.2 100.0 0.2 3.2 3.5 39.0 2.6 - - - -
2020 - - - - - 0.2 100.0 0.2 4.1 3.6 27.4 2.1 - - - -
2021 - - - - - - - - 5.6 - 37.2 2.1 - - - -
2022 - - - - - 0.4 100.0 0.4 3.5 7.4 26.8 2.9 - - - -
2023 - - - - - - - - 8.0 - 36.1 2.9 - - - -
2024 - - - - - 0.2 100.0 0.2 5.1 3.9 33.0 3.0 - - - -
2025 - - - - - 0.4 100.0 0.4 6.0 7.9 27.9 3.9 - - - -
2026 - - - - - - - - 10.0 - 37.9 3.8 - - - -
2027 - - - - - 0.2 100.0 0.2 6.2 4.1 31.0 3.2 - - - -
SUB - - 3.5 3.9 69.2 62.0 - -
REM - - 0.4 3.9 8.6 15.8 - -
TOT - - 3.9 3.9 77.8 77.8 - -

Education Tax Petroleum Production Tax Regime Cash Flow

Cap. Tax Loss Tax Cap. Tax Loss Tax Total
Ded. Carry Ded. Taxable Tax Pay Ded. Carry Ded. Taxable Tax Pay- Other Tax Cum. NPV
Avail. Fwd Used Income Rate -able Avail. Fwd Used Income Rate able Taxes BTCF Payable ATCF ATCF @ 10 %
Year MM$ MM$ MM$ MM$ % MM$ MM$ MM$ MM$ MM$ % MM$ MM$ MM$ MM$ MM$ MM$ MM$
2013 - - - 5.6 2.0 0.1 1.3 0.8 0.5 5.0 65.8 3.3 - 0.4 3.4 -3.0 -3.0 -2.7
2014 - - - 20.1 2.0 0.4 7.0 5.1 1.9 17.7 65.8 11.6 - -4.0 12.1 -16.0 -19.0 -16.1
2015 - - - 145.5 2.0 2.9 7.5 - 31.5 111.0 65.8 73.0 7.2 138.9 83.1 55.8 36.8 47.4
2016 - - - 121.6 2.0 2.4 7.2 - 31.3 87.8 65.8 57.7 7.3 121.6 67.4 54.2 91.0 42.0
2017 - - - 110.3 2.0 2.2 8.0 - 30.2 77.9 65.8 51.2 6.7 106.9 60.1 46.8 137.8 32.9
2018 - - - 107.7 2.0 2.2 6.6 - 27.9 77.6 85.0 66.0 6.4 107.7 74.5 33.1 170.9 21.2
2019 - - - 112.2 2.0 2.2 2.8 - 23.2 86.8 85.0 73.7 6.1 108.7 82.1 26.6 197.5 15.4
2020 - - - 104.0 2.0 2.1 2.3 - 22.5 79.4 85.0 67.5 6.1 100.4 75.6 24.7 222.2 13.0
2021 - - - 98.1 2.0 2.0 2.1 - 23.6 72.6 85.0 61.7 6.4 98.1 70.1 28.0 250.2 13.5
2022 - - - 113.8 2.0 2.3 3.3 - 24.2 87.4 85.0 74.3 6.3 106.3 82.8 23.5 273.7 10.2
2023 - - - 105.1 2.0 2.1 2.9 - 23.3 79.7 85.0 67.7 6.1 105.1 76.0 29.1 302.8 11.6
2024 - - - 95.9 2.0 1.9 3.2 - 24.4 69.6 85.0 59.2 6.4 92.0 67.5 24.6 327.4 8.8
2025 - - - 108.5 2.0 2.2 4.3 - 26.7 79.6 85.0 67.6 6.7 100.5 76.5 23.9 351.3 7.8
2026 - - - 95.7 2.0 1.9 3.8 - 25.9 67.9 85.0 57.7 6.6 95.7 66.2 29.5 380.8 8.8
2027 - - - 89.8 2.0 1.8 3.4 - 25.2 62.8 85.0 53.4 6.5 85.6 61.7 23.9 404.7 6.5
SUB - - 1433.8 2.0 28.7 65.5 342.4 1062.7 79.6 845.7 84.8 1363.9 959.2 404.7 220.3
REM - - 264.9 2.0 5.3 16.2 84.9 174.7 85.0 148.5 21.2 244.0 174.9 69.1 15.7
TOT - - 1698.6 2.0 34.0 81.7 427.3 1237.4 80.3 994.1 106.0 1607.9 1134.1 473.8 236.0

NET PRESENT VALUE (MM$) - AT

Discount Rate 0.0% 5.0% 8.0% 10.0% 15.0% 20.0%
Before Tax Cash Flow. 1607.9 1082.3 880.5 776.1 585.7 460.4
Tax Payable . . . . . 1134.1 757.8 614.1 540.1 405.8 318.1
After Tax Cash Flow . 473.8 324.5 266.4 236.0 179.9 142.3

These data accompany the report of DeGolyer and MacNaughton and are subject to its specific conditions.

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558
 PART XX
COMPETENT PERSON’S REPORT ON OML 53

559
 DeGolyer and MacNaughton Canada Limited
311 Sixth Aven ue S.W., Suite 1430
Int act P lace, East T o wer
Calgary, Alberta, Canada, T2P 3H2

COMPETENT PERSON’S REPORT

as of
OCTOBER 31, 2013
on
CERTAIN PROPERTIES
owned by
CHEVRON NIGERIA LIMITED
prepared for
SEPLAT PETROLEUM DEVELOPMENT COMPANY PLC
in
OML-53, NIGERIA

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DeGolyer and MacNaughton Canada Limited

TABLE OF CONTENTS
PAGE
EXECUTIVE SUMMARY ...................................................................................4
DEFINITION of CONTINGENT RESOURCES ............................................. 9
FIELD SUMMARIES ........................................................................................11
Regional Geology ..............................................................................................11
Reservoir Geology .............................................................................................11
Production Performance...................................................................................13
Seplat Five-Year Development Plan ............................................................... 15
Gas Strategy .....................................................................................................16
Facilities Infrastructure ...................................................................................16
Status ................................................................................................................17
Cost Assumptions .............................................................................................18
Contingent Resources.......................................................................................20
OML-53 ..........................................................................................................20
Estimation of Contingent Resources ............................................................ 24
SUMMARY AND CONCLUSIONS ................................................................. 28
Professional Qualifications ..............................................................................30
CERTIFICATE of QUALIFICATION
TABLES
Table 1 – Seplat – Planned Working Interest Summary
Table 2 – Contingent Resource Fields Evaluated
Table 3 – Gross Contingent Resources
Table 4 – Gross Contingent Resources – Oil Equivalent
Table 5 – Working-Interest Contingent Resources
Table 6 – Working-Interest Contingent Resources – Oil Equivalent
Table 7 – Five Year Development Plan – Contingent Resources
Table 8 – Gross Contingent Resources
Table 9 – Gross Contingent Resources – Oil Equivalent
Table 10 – Working-Interest Contingent Resources
Table 11 – Working-Interest Contingent Resources – Oil Equivalent
Table 12 – Working-Interest Contingent Resource Summary
FIGURES
Figure 1 – Property Index Map – Seplat Contingent Resource Fields, Nigeria
Figure 2 – Stratigraphic Column Illustrating the Three Major Formations of
the Niger Delta
Figure 3 – Example of Niger Delta Oil Fields Structures and Associated Trap
Types
Figure 4 – OML-53 Oil Profile
Figure 5 – OML-53 Gas Profile
APPENDIX
TABLES
Table A – Seplat’s Working Interest Contingent Resource Production
Forecast – Total Company
Table B – Seplat’s Working Interest Contingent Resource Cost Forecast –
Total Company

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TABLE OF CONTENTS (continued)

TABLES (continued)
CORPORATE SUMMARIES – FORECAST PRICE CASE
CONTINGENT RESOURCES BASE CASE
1C Contingent Resources
Table 1A –Summary of Resources– Total Company
Table 1B –Summary of Production and Future Costs – Total Company
2C Contingent Resources
Table 2A –Summary of Resources– Total Company
Table 2B –Summary of Production and Future Costs– Total Company
3C Contingent Resources
Table 3A –Summary of Resources– Total Company
Table 3B –Summary of Production and Future Costs – Total Company
PROPERTIES EVALUATED
NIGERIA
Apani
Jisike
Ohaji South
Omerelu

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 DeGolyer and MacNaughton Canada Limited
311 Sixth Aven ue S.W., Suite 1430
Int act P lace, East T o wer
Calgary, Alberta, Canada, T2P 3H2

February 27, 2014

Seplat Petroleum Development Company Plc

25a, Lugard Avenue, Ikoyi
Lagos, Nigeria

Dear Sir/Madam:

Pursuant to your request, we have prepared an appraisal of the estimates

as of October 31, 2013, of the extent of certain 1C (Low), 2C (Best), and 3C (High)
oil and natural gas contingent resources, their respective volumes within the oil
mining lease (OML) concession (OML-53), located in the Niger Delta region of
Nigeria, in which Seplat Petroleum Development Company Plc (Seplat) has
represented that it has agreed to acquire an interest in the OML and has interest
in becoming the operator. This acquisition requires approval by the Minister of
Petroleum Resources in Nigeria. It is also the subject of legal proceedings initiated
in Nigeria against Chevron Nigeria Limited (CNL) by an unsuccessful bidder for
CNL’s 40-percent interest in OML-53.

Due to the ongoing litigation, Seplat has only been able to obtain and make
available to DeGolyer and MacNaughton Canada Limited (DMCL) a limited
dataset. Contingent resources estimates presented in this report may change as
further information becomes available. Due to the contingencies associated with
the litigation, DMCL is unable to classify any of the volumes associated with the
acquisition as reserves.

Estimates of contingent resources have been prepared according to the

Petroleum Resources Management System (PRMS) approved in March 2007 by the
Society of Petroleum Engineers, the World Petroleum Council, the American
Association of Petroleum Geologists, and the Society of Petroleum Evaluation
Engineers.

This Competent Person’s Report (CPR) has been prepared for the purpose
of assisting Seplat in its application for a main board listing on the London Stock
Exchange. In the preparation of this CPR, DMCL has followed the requirements of
the “Prospectus Rules” as published by the UK Financial Conduct Authority from
time to time and governed by the UK Listing Authority and the European
Securities and Markets Authority (ESMA) update of the Committee of European
Securities Regulator’s recommendations for the implementation of Commission

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DeGolyer and MacNaughton Canada Limited

Regulation No.809/2004 implementing the Prospectus Directive (ESMA/2013/319)

dated March 20, 2013.

The contingent resources estimated herein are those quantities of

petroleum that are potentially recoverable from known accumulations but which
are not currently considered to be commercially recoverable. The contingent
resources are not deemed to be commercially recoverable as there is no
development plan, the necessary capital is unavailable, the project has not received
government approval, facility capacity is unavailable, there is no established
market to sell the products, pending litigation or the burden of environmental
compliance is uncertain. The relevant reason for contingency for each individual
field is summarized under the Field Summaries heading of this report. The
contingent resource estimates in this report are provided as a means of comparison
to other contingent resources and do not provide a means of direct comparison to
reserves.

The contingent resources estimated in this report are expressed as gross

contingent resources and working-interest contingent resources. Gross contingent
resources are defined as the total estimated petroleum that is potentially
recoverable after October 31, 2013. Working-interest contingent resources are
defined as that portion of the gross contingent resources to be potentially produced
from the properties attributable to the interests in which Seplat is in the process of
acquiring, as of October 31, 2013, before deduction of royalties.

Estimates of petroleum contingent resources should be regarded only as

estimates that may change as additional information becomes available. Not only
are such contingent resources based on that information which is currently
available, but such estimates are also subject to the uncertainties inherent in the
application of judgmental factors in interpreting such information. Contingent
resources quantities should not be confused with those quantities that are
associated with reserves due to the additional risks involved. The contingent
resources quantities that might actually be recovered, should they be developed,
may differ significantly from the estimates presented herein. The contingent
resources estimated in this report have an economic status of “Marginal.”

In this report, key information has been provided on the fields evaluated
herein. Insofar as DMCL is aware, there are no special factors which would affect
the production business of Seplat that would require additional information for the
proper evaluation of these fields. We have prepared estimates of the contingent
resources in OML-53 as of October 31, 2013.

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DeGolyer and MacNaughton Canada Limited

In the preparation of this report, reliance has been placed upon information
provided by Seplat with respect to the property interests to be evaluated,
production from such properties, agreements relating to current and future
operations, sales of production, concession expiration dates, and additional data
that were accepted as presented. Although we have not conducted an independent
verification, the information used in this report appears reasonable. The technical
staff of Seplat involved with the assessment and implementation of development of
Seplat’s petroleum assets adhere to the generally accepted practices of the
petroleum industry. The staff members appear to be experienced and technically
competent in their fields of expertise. No site visits to the producing fields
evaluated herein were made for this report. However, existing production data and
reports from third parties were considered adequate because the fields are in an
established producing venue.

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DeGolyer and MacNaughton Canada Limited

EXECUTIVE SUMMARY

Seplat has represented that it has agreed to acquire a 40-percent interest in

OML-53 from CNL. This acquisition is subject to, among other things, the consent
of the Minister of Petroleum Resources in Nigeria. It is also the subject of legal
proceedings initiated in Nigeria against CNL by an unsuccessful bidder for CNL’s
40-percent interest in OML-53. The remaining 60-percent interest in OML-53 is
held by the Nigerian Petroleum Development Company (NPDC). The properties
are illustrated on Figure 1. Four fields located within this OML have been
evaluated herein. The following table details the working-interests in OML-53:

Table 1
Seplat - Planned Working-Interest Summary
Seplat Area
Planned WI
2
Block Operator (%) (km ) Expiration Date

OML-53 Chevron 40% 1,556 June 14, 2027

1. Ohaji South Field Deep Zone is unitized at an estimated 20 percent working interest,
based on the pre-unitization agreement signed by Shell and Chevron in 2006.

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DeGolyer and MacNaughton Canada Limited

Figure 1
Property Index Map – Nigeria

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DeGolyer and MacNaughton Canada Limited

The current license on OML-53 is set to expire on June 14, 2027. Under the
Nigerian 1969 Petroleum Act, operators are able to extend their licenses for a
period of 30 years if they are in good standing with the Government. Seplat has
represented in a letter that it will apply for an extension of the OML license and
has also provided evidence of precedents set of renewal by the Government for
other operators. For the purposes of this report, it is assumed that an extension is
likely to be granted. A renewal fee will be applied at that stage.

DMCL has reviewed four fields, of which only one field, Jisike, is currently
producing.

Contingent resources have been estimated for the Jisike, Ohaji South, and
Omerelu fields. No contingent resources were assigned to the Apani field due to a
lack of data. The principal contingencies include ongoing litigation against CNL for
the sale of its interests to Seplat, regulatory and internal approvals, absence of the
development in the next 2-year budget, facility capacity, and production sales
agreements.

In order to estimate barrels of oil equivalent (boe), marketable gas volumes

were converted using a conversion rate of 5,800 cubic feet per boe. Listed in the
following table are the fields evaluated that contain contingent resources.

Table 2
Contingent Resource Fields Evaluated
Block Field Producing Status

OML-53 Jisike Producing

OML-53 Ohaji South Non-Producing
OML-53 Omerelu Non-Producing

Contingent resources have been estimated for certain properties which

Seplat has agreed to acquire from CNL in Nigeria. The contingent resources
estimated for certain fields in Nigeria reflect undeveloped discoveries where the
development plan is not yet confirmed or requires further development to satisfy
the break-even test.

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DeGolyer and MacNaughton Canada Limited

The estimated gross oil and natural gas contingent resources for the
properties evaluated in this report are summarized as follows, expressed in
thousands of barrels (Mbbl) and millions of cubic feet (MMcf):

Table 3
Gross Contingent Resources
Oil Marketable Gas
1C 2C 3C 1C 2C 3C
Block OML (Mbbl) (Mbbl) (Mbbl) (MMcf) (MMcf) (MMcf)

OML-53 Jisike 2,850 6,465 10,175 - - -

OML-53 Ohaji South - Deep Zone 40,460 123,220 197,335 432,425 1,112,805 2,083,110

OML-53 Ohaji South - Shallow Zone 6,848 13,080 16,818 - - -

OML-53 Omerelu - 1,425 5,608 - - -

Total 50,158 144,190 229,935 432,425 1,112,805 2,083,110

Notes:
1. There is no certainty that it will be commercially viable to produce any portion of the contingent resources
evaluated herein.
2. Contingent resources have an economic status of "Marginal"
3. Ohaji South Field Deep Zone is unitized at an estimated 20 percent working interest, based on the pre-unitization
agreement signed by Shell and Chevron in 2006.
4. Ohaji South-Deep Zone Gross volumes includes the amount in OML-21
5. Numbers in this table may not add exactly due to rounding.

The estimated gross oil and natural gas contingent resources for the
properties evaluated in this report are summarized as follows, expressed in
thousands of barrels of oil equivalent (Mboe):

Table 4
Gross Contingent Resources
Oil Equivalent
1C 2C 3C
Block OML (Mboe) (Mboe) (Mboe)

OML-53 Jisike 2,850 6,465 10,175

OML-53 Ohaji South - Deep Zone 115,016 315,083 556,492

OML-53 Ohaji South - Shallow Zone 6,848 13,080 16,818

OML-53 Omerelu - 1,425 5,608

Total 124,714 336,053 589,092

Notes:
1. There is no certainty that it will be commercially viable to produce any portion of the
contingent resources evaluated herein.
2. Contingent resources have an economic status of "Marginal"
3. Ohaji South Field Deep Zone is unitized at an estimated 20 percent working interest,
based on the pre-unitization agreement signed by Shell and Chevron in 2006.
4. Ohaji South-Deep Zone Gross volumes includes the amount in OML-21
5. Numbers in this table may not add exactly due to rounding.

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DeGolyer and MacNaughton Canada Limited

The estimated working-interest oil and natural gas contingent resources for
the properties evaluated in this report are summarized as follows, expressed in
Mbbl and MMcf:

Table 5
Working-Interest Contingent Resources
Oil Marketable Gas
1C 2C 3C 1C 2C 3C
Block OML (Mbbl) (Mbbl) (Mbbl) (MMcf) (MMcf) (MMcf)

OML-53 Jisike 1,140 2,586 4,070 - - -

OML-53 Ohaji South - Deep Zone 8,092 24,644 39,467 86,485 222,561 416,622

OML-53 Ohaji South - Shallow Zone 2,739 5,232 6,727 - - -

OML-53 Omerelu - 570 2,243 - - -

Total 11,971 33,032 52,507 86,485 222,561 416,622

Notes:
1. There is no certainty that it will be commercially viable to produce any portion of the contingent resources
evaluated herein.
2. Contingent resources have an economic status of "Marginal"
3. Ohaji South Field Deep Zone is unitized at an estimated 20 percent working interest, based on the pre-unitization
agreement signed by Shell and Chevron in 2006.
4. Numbers in this table may not add exactly due to rounding.

The estimated working-interest oil and natural gas contingent resources for
the properties evaluated in this report are summarized as follows, expressed in
Mboe:

Table 6
Working-Interest
Contingent Resources
Oil Equivalent
1C 2C 3C
Block OML (Mboe) (Mboe) (Mboe)

OML-53 Jisike 1,140 2,586 4,070

OML-53 Ohaji South - Deep Zone 23,003 63,017 111,298

OML-53 Ohaji South - Shallow Zone 2,739 5,232 6,727

OML-53 Omerelu - 570 2,243

Total 26,882 71,405 124,338

Notes:
1. There is no certainty that it will be commercially viable to produce any portion of the
contingent resources evaluated herein.
2. Contingent resources have an economic status of "Marginal"
3. Ohaji South Field Deep Zone is unitized at an estimated 20 percent working interest,
based on the pre-unitization agreement signed by Shell and Chevron in 2006.
4. Numbers in this table may not add exactly due to rounding.

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DEFINITION of CONTINGENT RESOURCES

Petroleum resources included in this report are classified as contingent

resources and have been prepared in accordance with the PRMS approved in
March 2007 by the Society of Petroleum Engineers, the World Petroleum Council,
the American Association of Petroleum Geologists, and the Society of Petroleum
Evaluation Engineers. Because of the lack of commerciality or sufficient
development drilling, the contingent resources estimated herein cannot be
classified as reserves. The petroleum resources are classified as follows:

Contingent Resources – Those quantities of petroleum estimated,

as of a given date, to be potentially recoverable from known
accumulations by application of development projects, but which
are not currently considered to be commercially recoverable due to
one or more contingencies.

Based on assumptions regarding future conditions and their

impact on ultimate economic viability, projects currently classified
as Contingent Resources may be broadly divided into three
economic status groups:

Marginal Contingent Resources – Those quantities

associated with technically feasible projects that are either
currently economic or projected to be economic under
reasonably forecasted improvements in commercial
conditions but are not committed for development because
of one or more contingencies.

Sub-Marginal Contingent Resources – Those quantities

associated with discoveries for which analysis indicates that
technically feasible development projects would not be
economic and/or other contingencies would not be satisfied
under current or reasonably forecasted improvements in
commercial conditions. These projects nonetheless should be
retained in the inventory of discovered resources pending
unforeseen major changes in commercial conditions.

Undetermined Contingent Resources – Where evaluations

are incomplete such that it is premature to clearly define
ultimate chance of commerciality, it is acceptable to note
that project economic status is “undetermined.”

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The estimation of resources quantities for an accumulation is subject to

both technical and commercial uncertainties and, in general, may be quoted as a
range. The range of uncertainty reflects a reasonable range of estimated
potentially recoverable volumes. In all cases, the range of uncertainty is dependent
on the amount and quality of both technical and commercial data that are
available and may change as more data become available.

1C (Low), 2C (Best), and 3C (High) Estimates – Estimates of

petroleum resources in this report are expressed using the terms
1C (low) estimate, 2C (best) estimate, and 3C (high) estimate to
reflect the range of uncertainty.

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FIELD SUMMARIES

Regional Geology

OML-53 is located in the Niger Delta province adjacent to the Gulf of

Guinea. The delta covers more than 300,000 square kilometers and is among the
largest regressive deltas in the world with a significant sediment volume of
500,000 cubic kilometers and a sediment thickness of over 10 kilometers in the
basin depocenter (Klett, 1997). The development of the delta is associated with
the rift triple junction related to the opening of the southern Atlantic, during the
late Jurassic and Cretaceous periods. The petroleum system identified in the
Niger Delta Province is referred to as the Tertiary Niger Delta (Akata-Agbada)
petroleum system.

The onshore portion of the Niger Delta province is delineated by the

geology of southern Nigeria and southwestern Cameroon. The northern boundary
is the Benin Flank controlled by an east-northeast-trending hinge line south of
the West Africa basement massif. The northeastern boundary is defined by the
outcrops of the Abakaliki High of Cretaceous age and further to the
east-southeast by the Calabar flank, by a hinge line bordering the adjacent
Precambrian (Tuttle, 1999).

Reservoir Geology

The Tertiary section of the Niger Delta is divided into three major
formations: the Akata Formation, the Agbada Formation, and the Benin
Formation (Figure 2). These formations represent a series of prograding
depositional facies that are identified mostly on the basis of sand-shale ratios
(Tuttle, 1999). The Akata Formation is generally situated at the base of the delta
and has a marine origin. It is composed of thick shale sequences, turbidite sand,
and minor amounts of clay and silt. The Akata Formation formed during
lowstands when terrestrial organic matter and clays were transported to the
deepwater environment, characterized by low energy conditions and oxygen
deficiency. The Akata Formation underlies the entire delta and is often
over-pressured.

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Figure 2
Stratigraphic Column Illustrating the Three Major Formations of the Niger
Delta (Tuttle, 1999)

The Agbada Formation overlies the Akata Formation, which is the major
petroleum-bearing unit. The formation consists of paralic siliciclastics and
represents the deltaic portion of the sequence (Tuttle, 1999). The formation can
subdivided into multiple zones, and each zone can range from 50 feet to over
100 feet in thickness. The Agbada Formation is generally associated with an
onshore deltaic depositional setting with vertical stacked sedimentary sequences,
coarse-grained multi-cycle fluvial channels, and shoreface deposits. The fluvial
channels are extensive and often associated with incised valley fill. The lower

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Agbada Formation generally consists of shale and sandstone beds, and the upper
portion consists mainly of sands with minor shale interbeds. The trapping
mechanism of the hydrocarbon reservoirs are dominated by extensional growth
faults and stratigraphy. The Agbada Formation is overlain by the Benin
Formation, which is generally associated with continental alluvial and coastal
plain sand deposits.

A diagram of sample Niger Delta field structures and associated trap

types is presented on Figure 3.

Figure 3
Example of Niger Delta Oil Fields Structures and Associated Trap Types
(Tuttle, 1999)

Production Performance

Only one field, Jisike, has oil and gas production from OML-53 as of
May 31, 2013. The Jisike field has been on production since 1979. Initially, the
field’s production rate averaged 3,000 barrels of oil per day and peaked at a rate of
10,000 barrels of oil per day between 1992 and 1994. The gas production is
currently being flared. If successful in its acquisition, Seplat plans to sell the gas to
an electric power plant by 2018.

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The water cut is currently estimated to be 44 percent. The cumulative

production as of May 31, 2013, was estimated to be 48 million barrels (MMbbl) of
oil, 42 billion cubic feet (Bcf) of gas, and 8 MMbbl of water. The average production
rate as of May 31, 2013, was 3,500 barrels of oil per day and 7,000 thousand cubic
feet (Mcf) of gas per day.

The historical oil and gas production since inception, as well as the forecast
for all fields is illustrated on Figures 4 and 5, respectively.

Figure 4
OML-53 Oil Profile

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Figure 5
OML-53 Gas Profile

Seplat Five-Year Development Plan

In this evaluation, a five-year development plan was incorporated based on

the projected drilling and well recompletion of oil and gas wells provided by Seplat.
This schedule includes the re-activation of two wells in the Ohaji South field.

Additional new completions and drilling of development wells were

incorporated in this evaluation beyond the five-year development plan based on a
full field development of OML-53. DMCL is confident with Seplat’s ability to
execute this development plan and achieve the proposed drilling schedule. A
summary of the contingent resources five-year development plan is illustrated in
the following table.

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Table 7
Five Year Development Plan - Contingent Resources
OIL
2013 2014 2015 2016 2017
Jisike - - - - -
Ohaji South - - 2 Reactivations - -
Omerelu - - - - -

GAS
2013 2014 2015 2016 2017
Jisike - - - - -
Ohaji South - - - - 4, 9, 11 New drills (1C, 2C, 3C)
Omerelu - - - - -

Gas Strategy

The Ohaji South gas field straddles the border of OML-53 and extends into
OML-21 owned by Shell Petroleum Development Company of Nigeria Limited
(SPDC) where the field is defined as Assa North. The combined areas are known as
the Assa North-Ohaji South (ANOS) development area. Wells Ohaji South-1 and
Ohaji South-2 in OML-53 and wells Assa-1, Assa North-1, Assa North-2, and Agga-
01 within OML-21 encountered significant gas volumes in the H1000 and H4000
reservoirs. A pre-unitization agreement was signed by SPDC and CNL in 2006
which states that SPDC will operate the joint development based on a
50/50 percent equity split. A Unitization and Unit Operating Agreement was
signed by the two parties in 2013. SPDC issued a field development plan in
June 2012 forecasting an estimated first gas production to occur in mid-2018.

Wells Ohaji-South-3, Ohaji-South-4, -4ST1, and -4ST2 encountered oil and

gas in the A-01, B-17, and B-18 reservoirs. These reservoirs lie entirely within
OML-53 and are not part of the unitized Assa North-Ohaji South gas development
area. Typical depths of the reservoirs in the Ohaji South oil area range between
4,500 and 6,500 feet subsea.

Facilities Infrastructure

The only infrastructure currently in place in OML-53 is located in the

Jisike field. The currently producing wellheads are tied into the production
manifold (or test manifold when under test) through 4-inch and 6-inch flowlines at
the Jisike flowstation. A production separator and heater-treater separate the oil,
gas, and water which then pass into the adjacent Addax-operated Izombe
flowstation. The export quality crude is metered and transported with Addax crude

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through a 23-kilometer 6-inch pipeline, operated by Nigerian Agip Oil Company

Limited (NAOC), to the Ebocha flowstation. From the Ebocha flowstation, it is
transported to NAOC Brass oil terminal for export.

Produced water from the flowstation is treated and disposed of by Addax.

The gas produced is currently being used for fuel, gas lift, and instrument
gas, while the remaining gas is flared. If successful in its acquisition, Seplat
plans on using the gas that is produced until the end of 2017 for gas-lifting and
flaring. Starting in 2018, Seplat plans to sell the gas to an electric power plant.

Seplat’s plan for the Ohaji South deep reservoir includes the drilling of
new wells in 2017 and 2018. They also plan to place H1000 (C-6) and H4000
(C-10) on production in July 2018. There are no facilities currently in place for
the ANOS development. The field development plan envisages the phased
installation of a Primary Treatment Facility (PTF), with gas dehydration, oil
treatment, compression, and export facilities with a capacity for up to
1,000 million cubic feet of gas per day and 120 Mbbl of oil per day. The oil is
expected to be delivered via a new deep-buried pipeline covered with concrete
slabs from the Assa North PTF to the Rumuekpe manifold and then to Bonny
Crude Oil Terminal via Trans-Nigerian Pipeline.

Seplat is investigating a fast-track for early production system option for

the Ohaji South shallow reservoirs through the re-activation of two suspended
wells, Ohaji South-03 and Ohaji South-04ST2, which were drilled in 1996. The
wells are forecast to be placed on production from the B-17 and B-18 reservoirs in
January 2015. The production is expected to be transported by a 22-kilometer
pipeline to the Jisike field, which Seplat intends to finish constructing by the end
of 2014.

DMCL has identified potential oil contingent resources in the Omerelu

field. In order for the oil volume to be produced, DMCL has proposed construction
of a flowstation with a production separator to handle 8 Mbbl of oil per day and
4 MMcf gas per day. From the flowstation, a pipeline will need to be built to a
main trunk line for export. The infrastructure is forecast to be installed between
2019 and 2020. This project is not in Seplat’s plans, and in order for this to be
successful, other marginal oil fields needs to be connected to the flowstation.

Status

The following steps are required prior to commencing production on Phase

One of the project in the Ohaji South shallow zone in 2015:

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1) Re-entering and completing wells Ohaji South-3 and Ohaji

South-4ST2 in the B-17 and B-18 reservoirs.
2) Construction of a 22 kilometer flow line to the Jisike field for
transportation of the oil production from the B-17 and
B-18 reservoirs.

The following steps are required prior to commencing production on Phase

One of the project for the Ohaji South deep zone before 2018:

1) Drilling of four additional wells in the 1C contingent resources

category, five additional wells in the 2C contingent resources
category, and two additional wells in the 3C contingent
resources category, in the H1000 and H4000 reservoirs in the
Ohaji South field.
2) Installation of surface equipment such as surface control
panels, surface controls, subsurface safety valve control panels,
wet gas flow metering, and safety instrument system.
3) Installation of two inlet manifolds for the H1000 and
H4000 reservoirs with the nominal capacity of 1 Bcf of gas per
day and 120,000 barrels of oil per day; test manifold and
separator; two inlet separators; gas cooling and dehydration
facilities; gas and liquid fiscal metering; and multi stage
condensate stabilization trains.
4) Installation of oil storage tanks.
5) Installation of power generation.
6) Installation of fire-fighting equipment.

Cost Assumptions

Operating and Capital Expenditures

Operating expenses and capital costs were based on

information provided by Seplat and our experience in
similar operations and were used in estimating future
expenditures required to operate the properties. In certain
cases, future expenditures, either higher or lower than
current expenditures, may have been used because of
anticipated changes in operating conditions.

The average fixed cost is U.S.$150,000 per month per well

per zone, and the crude handling cost was estimated to be

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U.S.$8.50 per barrel of oil. The variable gas operating

expense was estimated to be U.S.$1.00 per cubic foot of raw
gas. An inflation rate of 2-percent was applied to all
expenditures. A full year forecast for operating expenses
and capital costs for the total 2C contingent resources can
be found in Tables B and C in the Appendix to this report.

The drilling cost was estimated to be U.S.$25,000,000 per

well, while the re-completion cost was estimated to be
U.S.$5,000,000. Surface facilities costs were estimated
based on the costs incurred by Seplat in past and on-going
projects.

Oil Metering

Due to theft in the Niger Delta, a reconciliation factor of

approximately 15-percent was applied. This reconciliation
factor was applied under the “pipe losses” category in this
evaluation.

Abandonment Costs

An abandonment of U.S.$1,000,000 per well was applied in

this evaluation based on well location, depth, and age. This
abandonment liability does not include credit for any
salvage value and was forecast to occur at the end of the
respective field’s economic life. A facility/pipeline
abandonment cost was charged at 6-percent of the initial
cost.

OML Extension

The OML-53 license currently extends until June 2027. This

evaluation has been based on Seplat successfully attaining a
license that extends for the life of the project.

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Contingent Resources

OML-53

Apani Field

The Apani field was discovered in 1980 and is located in the OML-53 area.
The Apani field is interpreted as a faulted rollover anticline into a bounding
structure-building fault. The primary trapping mechanism consists of a series of
east/west-trending synthetic faults to the north. The fault pattern is complex and
reservoir continuity is occasionally uncertain. There has been only one well
drilled to date in the Apani field.

There were insufficient data provided by Seplat to estimate the potential

contingent resources in the field. The field will be further reviewed when
additional data becomes available.

Jisike Field

The Jisike field was discovered with the drilling of well Jisike-1 in 1975 as
a vertical well to a total depth of 8,700 feet subsea. The field is located in OML-53,
adjacent to and east of the Izombe field. Cumulative production in the field as of
May 31, 2013 was estimated to be 48.4 MMbbl of oil and 42.0 Bcf of raw gas.
There are currently five producing oil wells and one producing gas well in the
Jisike field. As of May 31, 2013, the field was producing at an estimated
combined rate of 3.5 Mbbl of oil per day and 7.0 MMcf of raw gas per day. DMCL
has assumed the field is currently producing.

The Jisike field is interpreted as an elongated, faulted rollover anticline

into a bounding structure-building fault. The primary trapping mechanism
consists of a series of east/west-trending synthetic faults, with regional dip to the
south. The fault pattern is complex and reservoir continuity is occasionally
uncertain. The oldest stratigraphic unit encountered is of Eocene age. A total of
eight wells have been drilled to date, and hydrocarbons were encountered at
between approximately 4,300 feet subsea and 7,500 feet subsea, representing the
Miocene deltaic sands.

The Jisike field is a multiple horizon field with the principal sand being
the AA-03 reservoir, which accounts for more than 80-percent of the total
hydrocarbons in the field. The other reservoirs include A-01, A01.1, A-02, and B-
01. To date, there has been no production from the B-01 reservoir. The majority of
the wells produce from reservoir AA-03, with an initial reservoir pressure of 2,450

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pounds per square inch absolute (psia), a reservoir temperature 155 degrees
Fahrenheit, and an original oil/water contact located at 5,342 feet subsea. The
formation volume factor for oil for the field ranges between 1.236 and 1.589. The
field has an average API gravity of 40 degrees.

1C, 2C and 3C contingent resources were estimated for the six producing
wells based on decline analysis and were verified by volumetric analysis.

If successful in its acquisition, Seplat has indicated that the gas produced
until 2017 will be used for fuel and gas lift with the remainder being flared. Gas
produced from 2018 onwards will be sold by Seplat to an electric power plant.

Ohaji South Field

The Ohaji South field is located in the west-central sector of OML-53,

70 kilometers northwest of Port Harcourt. The field extends into the adjacent
OML-21, where it is known as the Assa North field. The Ohaji South field lies at
the apex of two converging major faults. The hydrocarbon trap is a four-way dip
closure structure at shallow depths and a fault-bounded three-way updip closure
at greater depths. The field consists of stacked sequence reservoirs, with
shoreface and channel deposits.

The Ohaji South field was discovered in September 1974 by the drilling of
well Ohaji South-01. A total of four wells have been drilled in the Ohaji South
field and none have been placed on production as of October 31, 2013. Wells
Ohaji-01 and Ohaji-02 were abandoned, while wells Ohaji-03 and Ohaji-04st2
were suspended. Three shallow reservoirs (A-3, B-17, and B-18) have been
identified. These reservoirs lie entirely in OML-53 and are not part of the
unitized Assa North-Ohaji South gas development area. Typical depths of the
reservoirs in the Ohaji South oil area range between 4,500 and 6,500 feet subsea.
Drill-stem tests were performed on the wells Ohaji South-03 and Ohaji
South-04ST2. Reservoir A-03 was tested a rate of 785 barrels of oil per day with a
gas-oil ratio (GOR) of 71 cubic feet per stock tank barrel (stb) on a 24/64-inch
choke in well Ohaji South-03. Reservoir B-17 was tested at a rate of 944 barrels
of oil per day with a GOR of 113 cubic feet per stb on a 20/64-inch choke in well
Ohaji South-4ST2. Reservoir B-18 was tested at a rate of 591 barrels of oil per
day with a GOR of 791 cubic feet per stb on a 16/64-inch choke in well Ohaji
South-03. Well Ohaji South-04ST2 tested at a rate of 1,024 barrels of oil per day
with a GOR of 372 cubic feet per stb on a 16/64-inch choke.

CNL has previously carried out simulation studies to evaluate the

potential of the B-17 and B-18 reservoirs. The results of these studies appear to

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be reasonable. The petroleum initially in-place was estimated for the A-03, B-17,
and B-18 reservoirs based on volumetric methods. If successful in its acquisition,
Seplat plans to re-activate wells Ohaji South-03 and Ohaji South-4ST2 and place
both wells on production in January 2015. Recovery factors of 19, 25, and
30 percent for the B-17 reservoir and 17, 22, and 30 percent for the
B-18 reservoir were estimated for 1C, 2C, and 3C contingent resources,
respectively. Recovery factors of 60, 70, and 80 percent were estimated for the
gas cap in the B-17 and B-18 reservoirs for 1C, 2C, and 3C contingent resources,
respectively. The initial rates of 1,400, 1,500, and 1,600 barrels of oil per day per
well were estimated for the 1C, 2C, and 3C cases, respectively. It was assumed
the wells will be dually completed. The gas was forecast to be recovered through
the oil production. There is only limited gas production associated with the Ohaji
South oil development. The base assumption was that the wells will be tied back
to the Jisike field. Therefore, the gas production will become part of the overall
Jisike Flare-Out project and was anticipated to be sold to an electric power plant
starting in 2018.

The B-17 and B-18 reservoirs have potential for increased recovery factor
by drilling more wells. A simulation study of these reservoirs is recommended in
order to maximize the recovery factor, which could be considered Phase two of
the project. At this stage, contingent resources volumes estimated by DMCL for
this competent person’s report are associated with the fast-track Phase One
development only.

There was no development plan for the A-3 reservoir; therefore no

contingent resources were assigned.

The petroleum initially in place was estimated for the H1000 (C-6) and
H4000 (C-10) reservoirs based on volumetric methods. Seplat plans to drill four
additional wells in the 1C contingent resources category, five additional wells in
the 2C contingent resources category, and two additional wells in the
3C contingent resources category. The wells are forecast to be placed on
production in July 2018. Recovery factors of 70, 80, and 90 percent were
estimated for 1C, 2C, and 3C contingent resources, respectively, with
compression. Recovery factors of 10, 15, and 20 percent were estimated for the oil
zone in the C-6 reservoir for 1C, 2C, and 3C contingent resources, respectively.
The oil was forecast to be recovered through gas production. The initial rates of
25, 30, and 35 MMcf of gas per day and per well were estimated for the
C-6 reservoir and for the 1C, 2C, and 3C contingent resources cases, respectively.
These rates were forecast to be on a flat plateau rate producing 70 percent of
recoverable resources, declining to the abandonment rate of 500 Mcf per day per
well. The initial rates of 50, 55 and 60 MMcf of gas per day per well were

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estimated for the C-10 reservoir for the 1C, 2C, and 3C contingent resource cases,
respectively. These rates were forecast to be a flat plateau rate producing
70 percent of recoverable resources, declining to the abandonment rate of 500 Mcf
per day per well. Seplat is expecting to sell the gas starting July 1, 2018.

Omerelu Field

The Omerelu field was discovered in 1975 by the drilling of well

Omerelu-01. The field is located in the southwest corner of OML-53 and extends
into the adjacent OML-17. The Omerelu field is defined by a fault-assisted
three-way dip closure with the primary trapping mechanism consisting of a
series of east-west trending synthetic faults. The fault pattern is complex and
reservoir continuity is occasionally uncertain. Only one well has been drilled in
the Omerelu field to date.

The Omerelu field consists of three oil reservoirs (AA04, A2, and A7) and
two gas reservoirs (A1 and A4). The oil reservoirs were evaluated with an oil
gravity of 33 degrees API. These reservoirs were assigned contingent resources
dependant on satisfying the break even test.

Seplat did not provide a development plan for the Omerelu field. DMCL
generated a development plan comprising of two infill locations to target the AA04,
A2, and A7 reservoirs. Development is expected to occur between 2019 and 2020.
These wells were assigned contingent resources based on volumetric analysis using
an analogy to well Omerelu-01. The A1 and A4 reservoirs did not satisfy the
break-even test due to the low gas price.

2C contingent resources were assigned only to the A2 reservoir, based on

the successful test in 1975. All other reservoirs were assigned 3C contingent
resources based on volumetric analysis.

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ESTIMATION of CONTINGENT RESOURCES

Summary

The estimated gross oil and natural gas contingent resources are
summarized as follows, expressed in Mbbl and MMcf.

Table 8
Gross Contingent Resources
Oil Marketable Gas
1C 2C 3C 1C 2C 3C
Block OML (Mbbl) (Mbbl) (Mbbl) (MMcf) (MMcf) (MMcf)

OML-53 Jisike 2,850 6,465 10,175 - - -

OML-53 Ohaji South - Deep Zone 40,460 123,220 197,335 432,425 1,112,805 2,083,110

OML-53 Ohaji South - Shallow Zone 6,848 13,080 16,818 - - -

OML-53 Omerelu - 1,425 5,608 - - -

Total 50,158 144,190 229,935 432,425 1,112,805 2,083,110

Notes:
1. There is no certainty that it will be commercially viable to produce any portion of the contingent resources
evaluated herein.
2. Contingent resources have an economic status of "Marginal"
3. Ohaji South Field Deep Zone is unitized at an estimated 20 percent working interest, based on the pre-unitization
agreement signed by Shell and Chevron in 2006.
4. Ohaji South-Deep Zone Gross volumes includes the amount in OML-21
5. Numbers in this table may not add exactly due to rounding.

The estimated gross oil and natural gas contingent resources are
summarized as follows, expressed in Mboe:

Table 9
Gross Contingent Resources
Oil Equivalent
1C 2C 3C
Block OML (Mboe) (Mboe) (Mboe)

OML-53 Jisike 2,850 6,465 10,175

OML-53 Ohaji South - Deep Zone 115,016 315,083 556,492

OML-53 Ohaji South - Shallow Zone 6,848 13,080 16,818

OML-53 Omerelu - 1,425 5,608

Total 124,714 336,053 589,092

Notes:
1. There is no certainty that it will be commercially viable to produce any portion of the
contingent resources evaluated herein.
2. Contingent resources have an economic status of "Marginal"
3. Ohaji South Field Deep Zone is unitized at an estimated 20 percent working interest,
based on the pre-unitization agreement signed by Shell and Chevron in 2006.
4. Ohaji South-Deep Zone Gross volumes includes the amount in OML-21
5. Numbers in this table may not add exactly due to rounding.

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The estimated working-interest oil and natural gas contingent resources

for the properties evaluated in this report are summarized as follows, expressed
in Mbbl and MMcf:

Table 10
Working-Interest Contingent Resources
Oil Marketable Gas
1C 2C 3C 1C 2C 3C
Block OML (Mbbl) (Mbbl) (Mbbl) (MMcf) (MMcf) (MMcf)

OML-53 Jisike 1,140 2,586 4,070 - - -

OML-53 Ohaji South - Deep Zone 8,092 24,644 39,467 86,485 222,561 416,622

OML-53 Ohaji South - Shallow Zone 2,739 5,232 6,727 - - -

OML-53 Omerelu - 570 2,243 - - -

Total 11,971 33,032 52,507 86,485 222,561 416,622

Notes:
1. There is no certainty that it will be commercially viable to produce any portion of the contingent resources
evaluated herein.
2. Contingent resources have an economic status of "Marginal"
3. Ohaji South Field Deep Zone is unitized at an estimated 20 percent working interest, based on the pre-unitization
agreement signed by Shell and Chevron in 2006.
4. Numbers in this table may not add exactly due to rounding.

The estimated net oil and natural gas contingent resources for the
properties evaluated in this report are summarized as follows, expressed in
Mboe:

Table 11
Working-Interest
Contingent Resources
Oil Equivalent
1C 2C 3C
Block OML (Mboe) (Mboe) (Mboe)

OML-53 Jisike 1,140 2,586 4,070

OML-53 Ohaji South - Deep Zone 23,003 63,017 111,298

OML-53 Ohaji South - Shallow Zone 2,739 5,232 6,727

OML-53 Omerelu - 570 2,243

Total 26,882 71,405 124,338

Notes:
1.There is no certainty that it will be commercially viable to produce any portion of the
contingent resources evaluated herein.
2. Contingent resources have an economic status of "Marginal"
3. Ohaji South Field Deep Zone is unitized at an estimated 20 percent working interest,
based on the pre-unitization agreement signed by Shell and Chevron in 2006.
4. Numbers in this table may not add exactly due to rounding.

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Procedure/Methodology

Estimates of contingent resources were prepared by the use of appropriate

geologic, petroleum engineering, and evaluation principles and techniques that
are in accordance with practices generally recognized by the petroleum industry
and in accordance with definitions established by the PRMS. The method or
combination of methods used in the analysis of each reservoir was tempered by
experience with similar reservoirs, stage of development, quality and
completeness of basic data, and production history.

When applicable, the volumetric method was used to estimate the OOIP
and OGIP. Structure maps were prepared to delineate each reservoir, and net
pay maps were constructed to estimate reservoir volume. Electrical logs,
radioactivity logs, core analyses, and other available data were used to prepare
these maps as well as to estimate representative values for porosity and water
saturation.

Estimates of ultimate recovery were obtained after applying recovery

factors to OOIP or OGIP. These recovery factors were based on consideration of
the type of energy inherent in the reservoirs, analyses of the petroleum, the
structural positions of the properties, and the production histories. When
applicable, material-balance and other engineering methods were used to
estimate recovery factors. An analysis of reservoir performance, including
production rate, reservoir pressure, and GOR behavior, was used in the
estimation of contingent resources.

In certain cases, when the previously named methods could not be used,
contingent resources were estimated by analogy with similar wells or reservoirs
for which more complete data were available.

Contingent resources estimates presented herein are based on data

available through October 31, 2013.

Contingent resources estimated in this report are supported by details of

drilling results through October 31, 2013, analyses of available geological data,
well-test results, pressures, available core data, and production performance.
This report takes into account all relevant information supplied to us by Seplat.

The oil, natural gas, and condensate contingent resources estimated in

this report are expressed in terms of 42 United States gallons per barrel. Crude
oil contingent resources are to be recovered by conventional field operations.

588
 27
DeGolyer and MacNaughton Canada Limited

Condensate contingent resources are to be recovered from gas processing, and

include C5+ fractions.

Gas quantities included in this report are expressed as marketable gas at

a pressure base of 14.7 psia and a temperature base of 60 °Fahrenheit.
Marketable gas is defined as wet gas after reduction for shrinkage resulting from
field separation; processing, including removal of non-hydrocarbon gas to meet
pipeline specifications and condensate extraction; and flare and other losses but
not from fuel usage. Fuel gas is included as contingent resources. Wet gas is the
total gas produced from the reservoir prior to processing or separation and
includes all non-hydrocarbon components and the gas equivalent of condensate.
The marketable gas is converted to boe by using a ratio of 5,800 cubic feet per
boe.

Estimates of contingent resources as presented herein are based on the

ongoing litigation against CNL for its interest in OML-53, the quantities of
petroleum that may be produced after the expiration of an existing license
agreement, that are associated with satellite fields to existing production
operations for which a development plan has not been finalized or for which
sufficient commitment has not been obtained to proceed with development, or
that are currently identified from engineering and geological data to be
potentially recoverable but will require additional data acquisition, assessment,
or investigation.

589
 28
DeGolyer and MacNaughton Canada Limited

SUMMARY AND CONCLUSIONS

Estimates of oil and natural gas contingent resources, attributable to the

working interests of 40-percent which Seplat has agreed to acquire from CNL,
and evaluated herein are listed as follows, expressed in Mbbl and MMcf:

Table 12
Working-Interest Contingent Resource Summary
1C 2C 3C

Oil, Mbbl 11,971 33,032 52,507

Marketable Gas, MMcf 86,485 222,561 416,622

Notes:
1. There is no certainty that it will be commercially viable to produce any portion of the contingent resources
evaluated herein.
2. Contingent resources have an economic status of "Marginal".

590
 29
DeGolyer and MacNaughton Canada Limited

REFERENCES CITED

Klett, T.R., Ahlbrandt, T.S., Schmoker, J.W., and Dolton, G.L. (1997). Ranking
of the world’s oil and gas provinces by known petroleum volumes: U.S.
Geological Survey Open-File Report 97-463 (CD-ROM).

Tuttle, M.L.W., Charpentier, R.R., Brownfield M.E. (1999). The Niger Delta
Petroleum System: Niger Delta Province, Nigeria Cameroon, and
Equatorial Guinea, Africa: US Geological Survey Open-File Report 99-50-
H (pp. 4-14).

591
 30
DeGolyer and MacNaughton Canada Limited

Professional Qualifications DeGolyer and MacNaughton Canada

Limited is an Alberta Corporation with
offices at 311 – 6th Avenue S.W., Suite 1430, Calgary, Alberta T2P 3H2, Canada.
The firm is a subsidiary of DeGolyer and MacNaughton which has been providing
petroleum consulting services throughout the world since 1936. The firm’s
professional engineers, geologists, geophysicists, petrophysicists, and economists
are engaged in the independent appraisal of oil and gas properties, evaluation of
hydrocarbon and other mineral prospects, basin evaluations, comprehensive field
studies, equity studies, and studies of supply and economics related to the energy
industry. Except for the provision of professional services on a fee basis,
DeGolyer and MacNaughton Canada Limited has no commercial arrangement
with Seplat.

The evaluation has been supervised by Ms. Nahla Boury. Ms. Boury, Vice
President Engineering and Director with DeGolyer and MacNaughton Canada
Limited, a Registered Professional Engineer in the Province of Alberta, has
23 years of oil and gas industry experience and 19 years of applicable evaluation
experience.

Submitted,

DeGOLYER and MacNAUGHTON

CANADA LIMITED
SIGNED: February 27, 2014

_______________________________
Nahla R. Boury, P.Eng.

PERMIT TO PRACTICE
DeGolyer and MacNaughton
Canada Limited

Signature _________________________

Date _______February 27, 2014______

PERMIT NUMBER: P 5568
The Association of Professional Engineers
and Geoscientists of Alberta

592
DeGolyer and MacNaughton Canada Limited

CERTIFICATE of QUALIFICATION

I, Nahla R. Boury, Professional Engineer, of 1430, 311 Sixth Avenue S.W.,

Calgary, Alberta, Canada hereby certify:

1. I am an employee of DeGolyer and MacNaughton Canada Limited, which

prepared a competent person’s report of certain Nigerian oil and gas
properties of Seplat Petroleum Development Company Plc. The effective
date of this report is October 31, 2013.

2. I do not have, nor do I expect to receive, any direct or indirect interest in

the securities of Seplat Petroleum Development Company Plc or its
affiliated companies.

3. I attended the University of Calgary and I graduated with a Bachelor of

Science Degree in Chemical Engineering in 1990; I am a Registered
Professional Engineer in the Province of Alberta and that I have in excess
of twenty-three years’ experience in the Petroleum Industry of which
nineteen years’ experience are in the conduct of evaluation and
engineering studies relating to worldwide oil and gas fields.

4. A personal field inspection of the properties was not made; however, such
an inspection was not considered necessary in view of the information
available from public information and records, the files of Seplat
Petroleum Development Company Plc, and the appropriate provincial
regulatory authorities.

SIGNED: February 27, 2014

Nahla R. Boury, P.Eng.

Vice President Engineering and Director
DeGolyer and MacNaughton
Canada Limited

593
DeGolyer and MacNaughton Canada Limited

INDEX

APPENDIX
TABLES
Table A – Seplat’s Working Interest Contingent Resource Production Forecast
– Total Company
Table B – Seplat’s Working Interest Contingent Resource Cost Forecast –
Total Company
CORPORATE SUMMARIES – FORECAST PRICE CASE
CONTINGENT RESOURCES BASE CASE
1C Contingent Resources
Table 1A –Summary of Resources– Total Company
Table 1B –Summary of Production and Future Costs – Total Company
2C Contingent Resources
Table 2A –Summary of Resources– Total Company
Table 2B –Summary of Production and Future Costs– Total Company
3C Contingent Resources
Table 3A –Summary of Resources– Total Company
Table 3B –Summary of Production and Future Costs – Total Company

594
DeGolyer and MacNaughton Canada Limited

INDEX

TABLES
Table A – Seplat’s Working Interest Contingent Resource Production Forecast
– Total Company
Table B – Seplat’s Working Interest Contingent Resource Cost Forecast –
Total Company

595
 Table A
Total Company
Seplat's Working Interest Contingent Resource Production Forecast
2C Contingent Resource

Light Oil Heavy Oil Condensate Sales Gas

Year (Mbbl) (Mbbl) (Mbbl) (MMcf)

2013 86 - - -
2014 465 - - -
2015 1,269 - - -
2016 1,211 - - -
2017 1,156 - - -
2018 2,396 - - 11,399
2019 3,527 - - 22,612
2020 3,449 - - 22,674
2021 3,102 - - 22,612
2022 2,903 - - 22,612
2023 2,783 - - 22,612
2024 2,696 - - 22,674
2025 2,344 - - 20,732
2026 1,678 - - 15,430
2027 1,173 - - 11,191
2028 840 - - 8,140
2029 599 - - 5,892
2030 429 - - 4,281
2031 307 - - 3,112
2032 221 - - 2,269
2033 158 - - 1,646
2034 113 - - 1,199
2035 81 - - 873
2036 43 - - 563
2037 2 - - 36

Total 33,031 - - 222,561

596
 Table B
Total Company
Seplat's Working Interest Contingent Resource Cost Forecast
2C Contingent Resource

Fixed OPEX Crude Handling Variable Gas Facilities Recompletion Drilling CAPEX Abandonment
Year (M$) G&A Costs OPEX (M$) OPEX CAPEX (M$) CAPEX (M$) (M$) Costs (M$)
2013 720 - 729 175 - - - -
2014 4,367 - 4,035 935 8,750 - - -
2015 7,423 - 11,221 758 - - - -
2016 7,572 - 10,923 664 - - - -
2017 7,723 - 10,636 578 350,990 - 51,660 -
2018 9,332 - 22,482 15,124 - - - -
2019 11,651 - 33,760 30,067 - - - -
2020 12,862 - 33,671 30,833 2,256 - 11,280 -
2021 12,679 - 30,893 31,307 - - - -
2022 12,933 - 29,485 31,897 - - - -
2023 12,899 - 28,840 32,506 - - - -
2024 10,347 - 28,495 33,225 - - - -
2025 9,599 - 25,270 30,822 - - - -
2026 7,530 - 18,446 23,311 - - - 1,169

597
2027 5,178 - 13,161 17,189 - - - 4,872
2028 5,282 - 9,615 12,734 - - - -
2029 5,387 - 6,991 9,388 - - - -
2030 5,495 - 5,103 6,947 - - - -
2031 5,605 - 3,727 5,144 - - - -
2032 5,717 - 2,731 3,820 - - - -
2033 5,831 - 1,991 2,823 - - - -
2034 5,948 - 1,458 2,094 - - - -
2035 6,067 - 1,068 1,554 - - - -
2036 4,541 - 582 1,006 - - - -
2037 284 - 30 63 - - - -
2038 - - - - - - - 39,999

Total 182,971 - 335,343 324,966 361,996 - 62,940 46,040

DeGolyer and MacNaughton Canada Limited

INDEX

CORPORATE SUMMARIES – FORECAST PRICE CASE

CONTINGENT RESOURCES BASE CASE
1C Contingent Resources
Table 1A –Summary of Resources– Total Company
Table 1B –Summary of Production and Future Costs – Total Company
2C Contingent Resources
Table 2A –Summary of Resources– Total Company
Table 2B –Summary of Production and Future Costs– Total Company
3C Contingent Resources
Table 3A –Summary of Resources– Total Company
Table 3B –Summary of Production and Future Costs – Total Company

598
 Table 1A
Summary of Resources - Total Company

1C Contingent Resources
Seplat Petroleum Development Company Plc
Effective as of October 31, 2013
Forecast Price Case

Value Navigator 6.1.4.53

Run Date : Feb 18, 14 16:14
Project : 021586
Current
Resource Avg. Light&Med Oil Heavy Oil Sales Gas NGLs Total BOE
Well Zone Cat. WI % Gross Net Gross Net Gross Net Gross Net Gross Net
Mbbl Mbbl Mbbl Mbbl MMcf MMcf bbl bbl Mbbl Mbbl
Nigeria
OML-53

JISIKE 1140 946 - - - - - - 1140 946

OHAJI SOUTH-Deep Zone 8092 6716 - - 86485 80431 - - 23003 20584

OHAJI SOUTH-Shallow Zone
2739 2273 - - - - - - 2739 2273

Total Company 11970 9935 - - 86485 80431 - - 26882 23803

These data accompany the report of DeGolyer and MacNaughton and are subject to its specific conditions.

599
 Table 1
Summary of Production and Future - Total Company

1C Contingent Resources
Seplat Petroleum Development Company Plc
Effective as of October 31, 2013
Forecast Price Case
Avg. WI : 21.59%
Value Navigator 6.1.4.53
Run Date : Feb 18, 14 16:14
Project : 021586

RESOURCES AND PRODUCTION FORECAST

Light&Med Oil Heavy Oil Sales Gas
Mbbl Mbbl MMcf
# of Price Pool Company Share Price Pool Company Share Price Pool Company Share
Year Wells $/bbl bbl/d Vol Gross Net $/bbl bbl/d Vol Gross Net $/Mcf Mcf/d Vol Gross Net
2013 6 111.93 3478 212 85 70 - - - - - - - - - -
2014 6 107.77 2785 1016 407 337 - - - - - - - - - -
2015 10 105.62 7490 2734 1094 908 - - - - - - - - - -
2016 10 107.73 6852 2508 1003 833 - - - - - - - - - -
2017 9 110.52 5190 1894 758 629 - - - - - - - - - -
2018 12 113.46 9158 3343 851 707 - - - - - 3.22 63921 23331 4666 4340
2019 12 116.88 14093 5144 1094 908 - - - - - 3.29 126800 46282 9256 8608
2020 8 119.22 13451 4923 1003 833 - - - - - 3.35 126800 46409 9282 8632
2021 4 121.60 13200 4818 964 800 - - - - - 3.42 126800 46282 9256 8608
2022 4 124.03 13200 4818 964 800 - - - - - 3.49 126800 46282 9256 8608
2023 4 126.52 12763 4658 932 773 - - - - - 3.56 124641 45494 9099 8462
2024 4 129.04 10268 3758 752 624 - - - - - 3.61 112330 41113 8223 7647
2025 4 131.62 8222 3001 600 498 - - - - - 3.67 100037 36514 7303 6792
2026 4 134.25 5905 2155 431 358 - - - - - 3.74 75226 27458 5492 5107
2027 4 136.94 4169 1522 304 253 - - - - - 3.81 54949 20056 4011 3730
SUB 46505 11240 9329 - - - 379220 75844 70535
REM 3651 730 606 - - - 53202 10640 9896
TOT 50156 11970 9935 - - - 432423 86485 80431
Condensate Butane Propane Ethane Sulphur
Mbbl Mbbl Mbbl Mbbl LT
Price Company Share Price Company Share Price Company Share Price Company Share Price Company Share
Year $/bbl Gross Net $/bbl Gross Net $/bbl Gross Net $/bbl Gross Net $/LT Gross Net
2013 - - - - - - - - - - - - - - -
2014 - - - - - - - - - - - - - - -
2015 - - - - - - - - - - - - - - -
2016 - - - - - - - - - - - - - - -
2017 - - - - - - - - - - - - - - -
2018 - - - - - - - - - - - - - - -
2019 - - - - - - - - - - - - - - -
2020 - - - - - - - - - - - - - - -
2021 - - - - - - - - - - - - - - -
2022 - - - - - - - - - - - - - - -
2023 - - - - - - - - - - - - - - -
2024 - - - - - - - - - - - - - - -
2025 - - - - - - - - - - - - - - -
2026 - - - - - - - - - - - - - - -
2027 - - - - - - - - - - - - - - -
SUB - - - - - - - - - -
REM - - - - - - - - - -
TOT - - - - - - - - - -

COMPANY SHARE FUTURE

Prod. Taxes
Oper Costs

Pipe Cap'l Aband
Losses Fixed Var Costs Costs


Year MM$ MM$ MM$ MM$ MM$
2013 1.4 0.7 0.9 - -
2014 6.6 4.4 4.4 8.8 -
2015 17.3 7.4 10.3 - -
2016 16.2 7.3 9.4 - -
2017 12.6 7.0 7.0 171.8 -

2018 14.5 7.4 14.1 - -
2019 19.2 5.1 22.6 - 3.1
2020 17.9 3.4 22.2 - -
2021 17.6 1.7 22.2 - -
2022 17.9 1.7 22.7 - -
2023 17.7 1.7 22.5 - -
2024 14.5 1.8 19.7 - -
2025 11.9 1.8 17.0 - -
2026 8.7 1.8 12.8 - -
2027 6.3 1.9 9.4 - 1.2
SUB 200.2 55.1 217.3 180.5 4.3
REM 16.0 14.8 25.6 - 17.0
TOT 216.2 69.9 242.9 180.5 21.4

These data accompany the report of DeGolyer and MacNaughton and are subject to its specific conditions.

600
 Table 2A
Summary of Resources - Total Company
2C Contingent Resources
Seplat Petroleum Development Company Plc
Effective as of October 31, 2013
Forecast Price Case

Value Navigator 6.1.4.53

Run Date : Feb 18, 14 16:14
Project : 021586
Current
Resource Avg. Light&Med Oil Heavy Oil Sales Gas NGLs Total BOE
Well Zone Cat. WI % Gross Net Gross Net Gross Net Gross Net Gross Net
Mbbl Mbbl Mbbl Mbbl MMcf MMcf bbl bbl Mbbl Mbbl
Nigeria
OML-53

JISIKE 2586 2146 - - - - - - 2586 2146

OHAJI SOUTH-Deep Zone
24644 20454 - - 222561 206982 - - 63016 56141

OHAJI SOUTH-Shallow Zone
5232 4342 - - - - - - 5232 4342

OMERELU 570 473 - - - - - - 570 473

Total Company 33031 27416 - - 222561 206982 - - 71403 63102

These data accompany the report of DeGolyer and MacNaughton and are subject to its specific conditions.

601
 Table 2
Summary of Production and Future - Total Company

2C Contingent Resources
Seplat Petroleum Development Company Plc
Effective as of October 31, 2013
Forecast Price Case
Avg. WI : 21.27%
Value Navigator 6.1.4.53
Run Date : Feb 18, 14 16:15
Project : 021586

RESOURCES AND PRODUCTION FORECAST

Light&Med Oil Heavy Oil Sales Gas
Mbbl Mbbl Bcf
# of Price Pool Company Share Price Pool Company Share Price Pool Company Share
Year Wells $/bbl bbl/d Vol Gross Net $/bbl bbl/d Vol Gross Net $/Mcf Mcf/d Vol Gross Net
2013 6 111.93 3515 214 86 71 - - - - - - - - - -
2014 6 107.77 3188 1164 465 386 - - - - - - - - - -
2015 10 105.62 8691 3172 1269 1053 - - - - - - - - - -
2016 10 107.73 8271 3027 1211 1005 - - - - - - - - - -
2017 10 110.52 7918 2890 1156 959 - - - - - - - - - -
2018 20 113.46 25301 9235 2396 1988 - - - - - 3.24 156153 57 11 11
2019 20 116.88 41797 15256 3527 2927 - - - - - 3.30 309760 113 23 21
2020 21 119.22 41196 15078 3449 2862 - - - - - 3.37 309760 113 23 21
2021 20 121.60 38887 14194 3102 2575 - - - - - 3.44 309760 113 23 21
2022 20 124.03 37520 13695 2903 2409 - - - - - 3.50 309760 113 23 21
2023 20 126.52 36705 13397 2783 2310 - - - - - 3.57 309760 113 23 21
2024 18 129.04 36056 13197 2696 2238 - - - - - 3.65 309759 113 23 21
2025 16 131.62 31593 11532 2344 1946 - - - - - 3.71 284001 104 21 19
2026 15 134.25 22745 8302 1678 1392 - - - - - 3.78 211370 77 15 14
2027 11 136.94 16074 5867 1173 974 - - - - - 3.85 153297 56 11 10
SUB 130218 30237 25097 - - - 973 195 181
REM 13968 2794 2319 - - - 140 28 26
TOT 144186 33031 27416 - - - 1113 223 207
Condensate Butane Propane Ethane Sulphur
Mbbl Mbbl Mbbl Mbbl LT
Price Company Share Price Company Share Price Company Share Price Company Share Price Company Share
Year $/bbl Gross Net $/bbl Gross Net $/bbl Gross Net $/bbl Gross Net $/LT Gross Net
2013 - - - - - - - - - - - - - - -
2014 - - - - - - - - - - - - - - -
2015 - - - - - - - - - - - - - - -
2016 - - - - - - - - - - - - - - -
2017 - - - - - - - - - - - - - - -
2018 - - - - - - - - - - - - - - -
2019 - - - - - - - - - - - - - - -
2020 - - - - - - - - - - - - - - -
2021 - - - - - - - - - - - - - - -
2022 - - - - - - - - - - - - - - -
2023 - - - - - - - - - - - - - - -
2024 - - - - - - - - - - - - - - -
2025 - - - - - - - - - - - - - - -
2026 - - - - - - - - - - - - - - -
2027 - - - - - - - - - - - - - - -
SUB - - - - - - - - - -
REM - - - - - - - - - -
TOT - - - - - - - - - -

COMPANY SHARE FUTURE

Prod. Taxes
Oper Costs

Pipe Cap'l Aband
Losses Fixed Var Costs Costs


Year MM$ MM$ MM$ MM$ MM$
2013 1.4 0.7 0.9 - -
2014 7.5 4.4 5.0 8.8 -
2015 20.1 7.4 12.0 - -
2016 19.6 7.6 11.6 - -
2017 19.2 7.7 11.2 402.6 -

2018 40.8 9.3 37.6 - -
2019 61.8 11.7 63.8 - -
2020 61.7 12.9 64.5 13.5 -
2021 56.6 12.7 62.2 - -
2022 54.0 12.9 61.4 - -
2023 52.8 12.9 61.3 - -
2024 52.2 10.3 61.7 - -
2025 46.3 9.6 56.1 - -
2026 33.8 7.5 41.8 - 1.2
2027 24.1 5.2 30.3 - 4.9
SUB 551.8 132.8 581.4 424.9 6.0
REM 61.0 50.2 78.9 - 40.0
TOT 612.8 183.0 660.3 424.9 46.0

These data accompany the report of DeGolyer and MacNaughton and are subject to its specific conditions.

602
 Table 3A
Summary of Resources - Total Company
3C Contingent Resources
Seplat Petroleum Development Company Plc
Effective as of October 31, 2013
Forecast Price Case

Value Navigator 6.1.4.53

Run Date : Feb 18, 14 16:14
Project : 021586
Current
Resource Avg. Light&Med Oil Heavy Oil Sales Gas NGLs Total BOE
Well Zone Cat. WI % Gross Net Gross Net Gross Net Gross Net Gross Net
Mbbl Mbbl Mbbl Mbbl MMcf MMcf bbl bbl Mbbl Mbbl
Nigeria
OML-53

JISIKE 4070 3378 - - - - - - 4070 3378

OHAJI SOUTH-Deep Zone
39467 32758 - - 416622 387459 - - 111299 99561

OHAJI SOUTH-Shallow Zone
6727 5584 - - - - - - 6727 5584

OMERELU 2243 1862 - - - - - - 2243 1862

Total Company 52507 43581 - - 416622 387459 - -
124338
110384

These data accompany the report of DeGolyer and MacNaughton and are subject to its specific conditions.

603
 Table 3
Summary of Production and Future Total Company

3C Contingent Resources
Seplat Petroleum Development Company Plc
Effective as of October 31, 2013
Forecast Price Case
Avg. WI : 21.13%
Value Navigator 6.1.4.53
Run Date : Feb 18, 14 16:15
Project : 021586

RESOURCES AND PRODUCTION FORECAST

Light&Med Oil Heavy Oil Sales Gas
Mbbl Mbbl Bcf
# of Price Pool Company Share Price Pool Company Share Price Pool Company Share
Year Wells $/bbl bbl/d Vol Gross Net $/bbl bbl/d Vol Gross Net $/Mcf Mcf/d Vol Gross Net
2013 6 111.93 3533 216 86 72 - - - - - - - - - -
2014 6 107.77 3319 1212 485 402 - - - - - - - - - -
2015 10 105.62 9380 3424 1369 1137 - - - - - - - - - -
2016 10 107.73 9075 3322 1329 1103 - - - - - - - - - -
2017 10 110.52 8801 3213 1285 1067 - - - - - - - - - -
2018 21 113.46 32300 11789 2982 2475 - - - - - 3.22 228175 83 17 15
2019 21 116.88 54808 20005 4564 3788 - - - - - 3.29 452630 165 33 31
2020 24 119.22 57438 21022 4961 4118 - - - - - 3.35 452630 166 33 31
2021 24 121.60 55658 20315 4688 3891 - - - - - 3.42 452630 165 33 31
2022 24 124.03 53095 19380 4314 3580 - - - - - 3.49 452630 165 33 31
2023 24 126.52 51369 18750 4062 3371 - - - - - 3.56 452630 165 33 31
2024 24 129.04 50148 18354 3894 3232 - - - - - 3.63 452630 166 33 31
2025 23 131.62 48157 17577 3677 3052 - - - - - 3.70 446904 163 33 30
2026 23 134.25 40953 14948 3129 2597 - - - - - 3.76 412837 151 30 28
2027 21 136.94 34909 12742 2665 2212 - - - - - 3.83 384565 140 28 26
SUB 186267 43490 36097 - - - 1530 306 285
REM 43667 9017 7484 - - - 553 111 103
TOT 229935 52507 43581 - - - 2083 417 387
Condensate Butane Propane Ethane Sulphur
Mbbl Mbbl Mbbl Mbbl LT
Price Company Share Price Company Share Price Company Share Price Company Share Price Company Share
Year $/bbl Gross Net $/bbl Gross Net $/bbl Gross Net $/bbl Gross Net $/LT Gross Net
2013 - - - - - - - - - - - - - - -
2014 - - - - - - - - - - - - - - -
2015 - - - - - - - - - - - - - - -
2016 - - - - - - - - - - - - - - -
2017 - - - - - - - - - - - - - - -
2018 - - - - - - - - - - - - - - -
2019 - - - - - - - - - - - - - - -
2020 - - - - - - - - - - - - - - -
2021 - - - - - - - - - - - - - - -
2022 - - - - - - - - - - - - - - -
2023 - - - - - - - - - - - - - - -
2024 - - - - - - - - - - - - - - -
2025 - - - - - - - - - - - - - - -
2026 - - - - - - - - - - - - - - -
2027 - - - - - - - - - - - - - - -
SUB - - - - - - - - - -
REM - - - - - - - - - -
TOT - - - - - - - - - -

COMPANY SHARE FUTURE

Prod. Taxes
Oper Costs

Pipe Cap'l Aband
Losses Fixed Var Costs Costs


Year MM$ MM$ MM$ MM$ MM$
2013 1.4 0.7 0.9 - -
2014 7.8 4.4 5.2 8.8 -
2015 21.7 7.4 12.9 - -
2016 21.5 7.6 12.7 - -
2017 21.3 7.7 12.5 536.8 -

2018 50.8 10.1 50.2 - -
2019 80.0 12.2 87.4 - -
2020 88.7 14.5 93.2 45.2 -
2021 85.5 15.5 92.2 - -
2022 80.3 15.8 90.1 - -
2023 77.1 16.1 89.2 - -
2024 75.4 15.9 89.3 - -
2025 72.6 15.8 87.9 - -
2026 63.0 14.2 79.5 5.1 -
2027 54.7 14.0 72.4 - 1.2
SUB 801.8 171.7 875.9 595.8 1.2

REM 201.2 116.3 291.4 - 61.1
TOT



1003.1 288.0 1167.2 595.8 62.3

These data accompany the report of DeGolyer and MacNaughton and are subject to its specific conditions.

604
 PART XXI
DEPOSITARY INTERESTS
The following section of this Prospectus only applies to Ordinary Shares traded through the London Stock
Exchange. The Company has entered into depositary arrangements to enable investors to settle and pay
for interests in the Ordinary Shares through the CREST system. Pursuant to arrangements put in place by
the Company, a depositary will hold the Ordinary Shares in trust for the shareholders and issue
dematerialised Depositary Interests to individual shareholders’ CREST accounts representing the
underlying Ordinary Shares.
The Depositary will issue the dematerialised Depositary Interests. The Depositary Interests will be
independent securities constituted under English law which may be held and transferred through the
CREST system.
The Depositary Interests will be created pursuant to and issued on the terms of a deed poll dated 4 April
2014 and executed by the Depositary in favour of the holders of the Depositary Interests from time to time
(the ‘‘Deed Poll’’). Prospective holders of Depositary Interests should note that they will have no rights
against Euroclear or its subsidiaries in respect of the underlying Ordinary Shares or the Depositary
Interests representing them.
Ordinary Shares will be transferred to the Custodian and the Depositary will issue Depositary Interests to
participating members and provide the necessary custodial services.
In relation to those Ordinary Shares held by shareholders in uncertificated form, although the Company’s
register shows the Custodian as the legal holder of the Ordinary Shares, the beneficial interest in the
Ordinary Shares remains with the holder of Depositary Interests, who has the benefit of all the rights
attaching to the Ordinary Shares as if the holder of Depositary Interests were named on the certificated
Ordinary Share register itself.
Each Depositary Interest will be treated as one Ordinary Share for the purposes of determining, for
example, eligibility for any dividends. The Depositary Interests will have the same ISIN number as the
underlying Ordinary Shares and will not require a separate listing on the Official List of the FCA. The
Depositary Interests can then be traded and settlement will be within the CREST system in the same way
as any other CREST securities.
Application has been made for the Depositary Interests to be admitted to CREST with effect from
Admission.

Deed Poll
In summary, the Deed Poll contains provisions to the following effect, which are binding on holder of
Depositary Interests:
Holders of Depositary Interests warrant, inter alia, that Ordinary Shares held by the Depositary or the
Custodian (on behalf of the Depositary) are free and clear of all liens, charges, encumbrances or third-
party interests and that such transfers or issues are not in contravention of the Company’s constitutional
documents or any contractual obligation, law or regulation. Each holder of Depositary Interests
indemnifies the Depositary for any losses the Depositary incurs as a result of a breach of this warranty.
The Depositary and any Custodian must pass on to holders of Depositary Interests and, so far as they are
reasonably able, exercise on behalf of holders of Depositary Interests all rights and entitlements received
or to which they are entitled in respect of the underlying Ordinary Shares which are capable of being
passed on or exercised. Rights and entitlements to cash distributions, to information, to make choices and
elections and to call for, attend and vote at meetings shall, subject to the Deed Poll, be passed on in the
form in which they are received together with amendments and additional documentation necessary to
effect such passing-on, or, as the case may be, exercised in accordance with the Deed Poll.
The Depositary will be entitled to cancel Depositary Interests and withdraw the underlying Ordinary
Shares in certain circumstances including where a holder of Depositary Interests has failed to perform any
obligation under the Deed Poll or any other agreement or instrument with respect to the Depositary
Interests.
The Deed Poll contains provisions excluding and limiting the Depositary’s liability. For example, the
Depositary shall not be liable to any holder of Depositary Interests or any other person for liabilities in
connection with the performance or non-performance of obligations under the Deed Poll or otherwise

605
except as may result from its negligence or wilful default or fraud. Furthermore, except in the case of
personal injury or death, the Depositary’s liability to a holder of Depositary Interests will be limited to the
lesser of:
(a) the value of the Ordinary Shares and other deposited property properly attributable to the
Depositary Interests to which the liability relates; and
(b) that proportion of £5 million which corresponds to the proportion which the amount the
Depositary would otherwise be liable to pay to the holder of Depositary Interests bears to the
aggregate of the amounts the Depositary would otherwise be liable to pay to all such holders in
respect of the same act, omission or event which gave rise to such liability or, if there are no such
amounts, £5 million.
The Depositary is not liable for any losses attributable to or resulting from the Company’s negligence or
wilful default or fraud or that of the CREST operator.
The Depositary is entitled to charge holders of Depositary Interests fees and expenses for the provision of
its services under the Deed Poll.
Each holder of Depositary Interests is liable to indemnify the Depositary and any Custodian (and their
respective agents, officers and employees) against all liabilities arising from or incurred in connection with,
or arising from any act related to, the Deed Poll so far as they relate to the property held for the account of
Depositary Interests held by that holder, other than those resulting from the wilful default, negligence or
fraud of the Depositary, or the Custodian or any agent, if such Custodian or agent is a member of the
Depositary’s group, or, if not being a member of the same group, the Depositary shall have failed to
exercise reasonable care in the appointment and continued use and supervision of such Custodian or
agent.
The Depositary may terminate the Deed Poll by giving not less than 30 days’ prior notice. During such
notice period holders may cancel their Depositary Interests and withdraw their deposited property and, if
any Depositary Interests remain outstanding after termination, the Depositary must as soon as reasonably
practicable, among other things, deliver the deposited property in respect of the Depositary Interests to the
relevant holder of Depositary Interests or, at its discretion, sell all or part of such deposited property. It
shall, as soon as reasonably practicable, deliver the net proceeds of any such sale, after deducting any sums
due to the Depositary, together with any other cash held by it under the Deed Poll pro rata to holders of
Depositary Interests in respect of their Depositary Interests.
The Depositary or the Custodian may require from any holder, or former or prospective holder,
information as to the capacity in which Depositary Interests are owned or held and the identity of any
other person with any interest of any kind in such Depositary Interests or the underlying Ordinary Shares
and holders are bound to provide such information requested. Furthermore, to the extent that the
Company’s constitutional documents require disclosure to the Company of, or limitations in relation to,
beneficial or other ownership of, or interests of any kind whatsoever in, the Ordinary Shares, the holders of
Depositary Interests are to comply with such provisions and with the Company’s instructions with respect
thereto.
It should also be noted that holders of Depositary Interests may not have the opportunity to exercise all of
the rights and entitlements available to holders of Ordinary Shares in the Company, including, for
example, the ability to vote on a show of hands. In relation to voting, it will be important for holders of
Depositary Interests to give prompt instructions to the Depositary or its nominated Custodian, in
accordance with any voting arrangements made available to them, to vote the underlying Ordinary Shares
on their behalf or, to the extent possible, to take advantage of any arrangements enabling holders of
Depositary Interests to vote such Ordinary Shares as a proxy of the Depositary or its nominated Custodian.
A copy of the Deed Poll can be obtained on request in writing to the Depositary.

Depositary Agreement
The terms of the depositary agreement dated 8 April 2014 between the Company and the Depositary (the
‘‘Depositary Agreement’’), under which the Company appoints the Depositary to constitute and issue from
time to time, upon the terms of the Deed Poll (as outlined above), a series of Depositary Interests
representing securities issued by the Company and to provide certain other services in connection with
such Depositary Interests are summarised below.

606
The Depositary agrees that it will comply, and will procure certain other persons comply, with the terms of
the Deed Poll and that it and they will perform their obligations in good faith and with all reasonable skill
and care. The Depositary assumes certain specific obligations, including the obligation to arrange for the
Depositary Interests to be admitted to CREST as participating securities and to provide copies of and
access to the register of Depositary Interests. The Depositary will either itself or through its appointed
Custodian hold the deposited property on trust (which includes the securities represented by the
Depositary Interests) for the benefit of the holders of the Depositary Interests as tenants in common,
subject to the terms of the Deed Poll. The Company agrees to provide such assistance, information and
documentation to the Depositary as is reasonably required by the Depositary for the purposes of
performing its duties, responsibilities and obligations under the Deed Poll and the Depositary Agreement.
In particular, the Company is to supply the Depositary with all documents it sends to its Shareholders so
that the Depositary can distribute the same to all holders of Depositary Interests. The agreement sets out
the procedures to be followed where the Company is to pay or make a dividend or other distribution.
The Company is to indemnify the Depositary for any loss it may suffer as a result of the performance of the
Depositary Agreement except to the extent that any losses result from the Depositary’s own negligence,
fraud or wilful default. The Depositary is to indemnify the Company for any loss the Company may suffer
as a result of or in connection with the Depositary’s fraud, negligence or wilful default save that the
aggregate liability of the Depositary to the Company over any 12-month period shall in no circumstances
whatsoever exceed twice the amount of the fees payable to the Depositary in any 12-month period in
respect of a single claim or in the aggregate.
Subject to earlier termination, the Depositary is appointed for a fixed term of one year and thereafter until
terminated by either party giving not less than six months’ notice.
In the event of termination, the parties agree to phase out the Depositary’s operations in an efficient
manner without adverse effect on the shareholders and the Depositary shall deliver to the Company (or as
it may direct) all documents, papers and other records relating to the Depositary Interests which are in its
possession and which is the property of the Company.
The Company is to pay certain fees and charges, including a set-up fee, an annual fee, a fee based on the
number of Depositary Interests per year and certain CREST-related fees. The Depositary is also entitled
to recover reasonable out of pocket fees and expenses.

607
 PART XXII
DEFINITIONS
In this Prospectus the following terms and abbreviations are used:

‘‘£’’ or ‘‘Pounds Sterling’’ . . . . . . the lawful currency of the United Kingdom

‘‘2010 PD Amending Directive’’ . . Directive 2003/73/EC which amends the Prospectus Directive
‘‘Admission’’ . . . . . . . . . . . . . . . the Nigerian Admission together with the UK Admission
‘‘Afrexim’’ . . . . . . . . . . . . . . . . . African Export-Import Bank, whose principal place of business is
located at 72(B) El Maahad El Eshteraky Street, Heliopolis,
Cairo 11341, Egypt
‘‘Afrexim Bridge’’ . . . . . . . . . . . . has the meaning given to it in Part XVII: ‘‘Additional Information’’,
section 10.6.1 of this Prospectus
‘‘Afrexim Facility’’ . . . . . . . . . . . the term loans made available to the Company under the Afrexim
Facility Agreement
‘‘Afrexim Facility Agreement’’ . . . the amended and restated term facility agreement dated 12 June
2012 between, amongst others, the Company and African Export-
Import Bank, as described in Part XVII: ‘‘Additional Information’’,
section 10.6.1 of this Prospectus
‘‘AGIP’’ . . . . . . . . . . . . . . . . . . . Nigerian AGIP Oil Company Limited, a company incorporated
under the laws of Nigeria, whose principal place of business is at
Churchgate Building, Plot 473 AO Constitution Avenue, Central
Business Area, Abuja, Nigeria
‘‘AGRA’’ . . . . . . . . . . . . . . . . . . Associated Gas Re-injection Act 1979
‘‘Agreement for Assignment’’ . . . the agreement for assignment of a 45 per cent. participating interest
in OMLs 4, 38 and 41 dated 31 January 2010 between the Company,
as assignee, and SPDC, TOTAL and AGIP, as assignors
‘‘AMNI’’ . . . . . . . . . . . . . . . . . . Amni International Petroleum Development Company Limited, a
company incorporated under the laws of Nigeria, whose principal
place of business is at Plot 1377, Tiamiyu Savage Street, Victoria
Island, Lagos, Nigeria
‘‘APCO’’ . . . . . . . . . . . . . . . . . . Abbeycourt Petroleum Company Limited, a company incorporated
under the laws of Nigeria, whose principal place of business is at
Plot 1034B, Ologun Agbaje Street, Victoria Island, Lagos, Nigeria
‘‘API’’ . . . . . . . . . . . . . . . . . . . . American Petroleum Institute, whose principal place of business is
located at 1220 L Street NW, Washington, DC 20005-4070 USA
‘‘Articles of Association’’ or
‘‘Articles’’ . . . . . . . . . . . . . . . . . the articles of association of the Company which were adopted by
special resolution passed on 31 July 2013
‘‘Assignors’’ . . . . . . . . . . . . . . . . SPDC, TOTAL and AGIP
‘‘Audit Committee’’ . . . . . . . . . . the audit committee of the Board from time to time
‘‘Azura Power’’ . . . . . . . . . . . . . . Azura Power West Africa Ltd, a company incorporated under the
laws of Nigeria, whose principal place of business is at St Nichols
House (13th Floor), Catholic Mission Street, Lagos, Nigeria
‘‘BelemaOil’’ . . . . . . . . . . . . . . . BelemaOil Producing Limited, a company incorporated under the
laws of Nigeria, whose principal place of business is at 315 Pira
Street, Port Harcourt, Nigeria

608
‘‘Blakeney Group’’ . . . . . . . . . . . the following funds managed by Blakeney LLP: Blakeney Investors
SICAV, Blakeney General Partners III Limited as General Partner of
CC Development Partners, Blakeney General Partners IV Limited as
General Partner of Blakeney LP, Blakeney General Partners III
Limited as General Partner of Ithaca LP, Blakeney General
Partners III Limited as General Partner of Austin Alpha LP,
Blakeney General Partners III Limited as General Partner of
Heviben LP, Blakeney General Partners III Limited as General
Partner of Palo Alto LP, Blakeney General Partners III Limited as
General Partner of Menafrika LP, Blakeney General Partners III
Limited as General Partner of Blakeney Sand Hill LP and Blakeney
General Partners III Limited as General Partner of Ron Stanley LP
‘‘Board of Directors’’ or ‘‘Board’’ the board of directors of the Company whose names appear on
page 95 of this Prospectus
‘‘BNP Paribas’’ . . . . . . . . . . . . . BNP Paribas, whose registered office is at 16, boulevard des Italiens,
75009 Paris, France
‘‘Brittania U’’ . . . . . . . . . . . . . . Brittania U Nigeria Limited, a company incorporated under the laws
of Nigeria, whose principal place of business is at 14 Saka Tinubu
Street, Victoria Island, Eti Osa, Lagos, Nigeria
‘‘Brittania U Litigation’’ . . . . . . . the litigation and proceedings described at Part VI: ‘‘Letter from the
Chairman and Information on the Group’’, section 15 of this
Prospectus
‘‘BP Statistical Review’’ . . . . . . . BP Statistical Review of World Energy, June 2013
‘‘Cardinal’’ . . . . . . . . . . . . . . . . Cardinal Drilling Services Limited, a company incorporated under
the laws of Nigeria, whose registered office is at 7, Second Avenue,
Ikoyi, Lagos, Nigeria
‘‘CAMA’’ . . . . . . . . . . . . . . . . . . the Nigerian Companies and Allied Matters Act 2004
‘‘CCI’’ . . . . . . . . . . . . . . . . . . . . certificate of capital importation
‘‘CEO’’ . . . . . . . . . . . . . . . . . . . chief executive officer of the Company
‘‘CFO’’ . . . . . . . . . . . . . . . . . . . chief financial officer of the Company
‘‘Chairman’’ . . . . . . . . . . . . . . . the chairman of the Board
‘‘CHN’’ . . . . . . . . . . . . . . . . . . . Clearing House Number
‘‘Chorus’’ . . . . . . . . . . . . . . . . . Chorus Energy Limited, a company incorporated under the laws of
Nigeria, whose principal place of business is at Regus, 3rd Floor
Mulliner Towers, 39 Alfred Rewane Road, Ikoyi, Lagos, Nigeria
‘‘CIT’’ . . . . . . . . . . . . . . . . . . . . Companies Income Tax
‘‘CITA’’ . . . . . . . . . . . . . . . . . . . Companies Income Tax Act 1990
‘‘Citi’’ . . . . . . . . . . . . . . . . . . . . Citigroup Global Markets Limited, a company incorporated under
the laws of England and Wales, whose registered office is at
Citigroup Centre, Canada Square, Canary Wharf, London E14 5LB,
United Kingdom
‘‘City Code’’ . . . . . . . . . . . . . . . . City Code on Takeovers and Mergers
‘‘CNL’’ . . . . . . . . . . . . . . . . . . . Chevron Nigeria Limited, a company incorporated under the laws of
Nigeria, whose principal place of business is at 2 Chevron Drive,
Lekki Peninsula, Lagos, Nigeria
‘‘CNL Assets’’ . . . . . . . . . . . . . . the 40 per cent. participating interest in OMLs 52, 53 and 55 and any
other assets being assigned to the CNL Assets Consortium pursuant
to the CNL Assets SPA

609
‘‘CNL Assets Acquisition’’ . . . . . the acquisition by the CNL Assets Consortium of the CNL Assets
described in Part I: ‘‘Summary Information’’, section B.3 of this
Prospectus
‘‘CNL Assets Acquisition
Completion’’ . . . . . . . . . . . . . . . completion of the CNL Assets Acquisition in accordance with the
terms of the CNL Assets SPA
‘‘CNL Assets Acquisition
Conditions’’ . . . . . . . . . . . . . . . . the conditions precedent to the CNL Assets Acquisition Completion,
the principal outstanding conditions being summarised in Part XVII:
‘‘Additional Information’’, section 10.7.21 of this Prospectus
‘‘CNL Assets Acquisition
Deposit’’ . . . . . . . . . . . . . . . . . . a deposit in the amount of US$147 million, equivalent to 18.375 per
cent. of the total purchase price, payable by the CNL Assets
Consortium under the terms of the CNL Assets SPA
‘‘CNL Assets Acquisition
Effective Date’’ . . . . . . . . . . . . . 1 July 2013, as set out in the CNL Assets SPA
‘‘CNL Assets Consortium’’ . . . . . the consortium formed of AMNI, BelemaOil and the Company
pursuant to the CNL Assets Consortium Agreement
‘‘CNL Assets Consortium
Agreement’’ . . . . . . . . . . . . . . . . the amended and restated consortium agreement dated 14 November
2013 between the Company, AMNI and BelemaOil as described in
Part XVII: ‘‘Additional Information’’, section 10.7.20
‘‘CNL Assets SPA’’ . . . . . . . . . . . the sale and purchase agreement dated 29 November 2013 between
the CNL Assets Consortium and CNL as described in Part XVII:
‘‘Additional Information’’, section 10.7.21
‘‘CNOOC’’ . . . . . . . . . . . . . . . . . China National Offshore Oil Corporation Limited, a company
incorporated under the laws of Hong Kong, whose registered office is
at 65/F, Bank of China Tower, 1 Garden Road, Hong Kong
‘‘Codes’’ . . . . . . . . . . . . . . . . . . the Nigerian Code of Corporate Governance and the UK Corporate
Governance Code
‘‘Company’’ . . . . . . . . . . . . . . . . SEPLAT Petroleum Development Company Plc, a company
registered under the laws of Nigeria, whose registered office is at
25a Lugard Avenue, Ikoyi, Lagos, Nigeria
‘‘ConocoPhillips’’ . . . . . . . . . . . . ConocoPhillips Company
‘‘Council of the NSE’’ . . . . . . . . . National Council of The Nigerian Stock Exchange
‘‘CPRs’’ . . . . . . . . . . . . . . . . . . . the OMLs 4, 38 and 41 CPR, the Umuseti/Igbuku Fields CPR and
the OML 53 CPR
‘‘CREST’’ . . . . . . . . . . . . . . . . . the electronic, paperless transfer and settlement mechanism to
facilitate the transfer of title of shares in uncertified form operated
by Euroclear
‘‘CREST Regulations’’ . . . . . . . . Uncertificated Securities Regulations 2001 (SI 2001/3755)
‘‘Crude Handling Agreement’’ . . . the crude handling agreement dated 31 July 2010 between SPDC and
the Company, as described in Part XVII, section 10.7.2 of this
Prospectus
‘‘Crude Transport Agreement’’ . . the crude transport agreement dated 5 July 2011 between PanOcean
and the Company, as described in Part XVII, section 10.7.9 of this
Prospectus
‘‘CSCS’’ . . . . . . . . . . . . . . . . . . Central Securities Clearing Systems Plc, a company incorporated
under the laws of Nigeria, whose registered office is at Stock
Exchange Building, 2/4 Customs Street, Lagos, Nigeria

610
‘‘CSR’’ . . . . . . . . . . . . . . . . . . . corporate social responsibility
‘‘Custodian’’ . . . . . . . . . . . . . . . the custodian nominated by the Depositary
‘‘Deed Poll’’ . . . . . . . . . . . . . . . . the deed poll dated 4 April 2014 and executed by the Depositary in
favour of the holders of the Depositary Interests from time to time
‘‘DMCL’’ . . . . . . . . . . . . . . . . . . DeGolyer and MacNaughton Canada Limited, 311 Sixth Avenue
S.W. Suite 1430, Intact Place, East Tower, Calgary, Alberta,
Canada T2P 3H2
‘‘Depositary’’ . . . . . . . . . . . . . . . Computershare Investor Services Plc, The Pavillions, Bridgewater
Road, Bristol BS96 6ZZ, United Kingdom
‘‘Depositary Agreement’’ . . . . . . . the depositary agreement between the Company and the Depositary
dated 8 April 2014
‘‘Depositary Interests’’ . . . . . . . . the dematerialised depositary interests in respect of the Ordinary
Shares issued or to be issued by the Depositary
‘‘Diamond Bank’’ . . . . . . . . . . . . Diamond Bank Plc, a company incorporated under the laws of
Nigeria whose principal place of business is at Plot 4, Block 5 BIS
Way, off Lekki-Epe Expressway, Lekki, Lagos, Nigeria
‘‘Directors’’ . . . . . . . . . . . . . . . . the Executive Directors, Independent Non-Executive Directors and
Non-Executive Directors of the Company
‘‘Disclosure Notice’’ . . . . . . . . . . notice in writing from the Company requiring any shareholder or any
other person with a confirmed or apparent interest in the shares of
the Company to disclose to the Company information relating to the
beneficial ownership of, or any interest in, the shares in question
‘‘Disclosure and Transparency
Rules’’ . . . . . . . . . . . . . . . . . . . . the disclosure and transparency rules made by the FCA under
Part VI of FSMA
‘‘DPR’’ . . . . . . . . . . . . . . . . . . . Department of Petroleum Resources in the Nigerian Federal
Ministry of Petroleum Resources
‘‘DPRA’’ . . . . . . . . . . . . . . . . . . Downstream Petroleum Regulatory Agency
‘‘DSO’’ . . . . . . . . . . . . . . . . . . . domestic supply obligations; the Company’s ongoing obligations to
supply gas to the local market in Nigeria
‘‘E&P’’ . . . . . . . . . . . . . . . . . . . exploration and production
‘‘EEA’’ . . . . . . . . . . . . . . . . . . . . European Economic Area
‘‘EIA’’ . . . . . . . . . . . . . . . . . . . . Environmental Impact Assessment
‘‘EIA Act’’ . . . . . . . . . . . . . . . . . Environmental Impact Assessment Act 2004
‘‘Energia’’ . . . . . . . . . . . . . . . . . Energia Limited, a company incorporated under the laws of Nigeria,
whose principal place of business is at Plot 29 Prof. Kiumi
Akingbehin Street, LEKKI Phase 1, Lekki Epe Expressway, Lagos,
Nigeria
‘‘Escravos Terminal’’ . . . . . . . . . the onshore terminal at Escravos belonging to and operated by
Chevron Nigeria
‘‘Etablissements Maurel et
Prom’’ . . . . . . . . . . . . . . . . . . . . Etablissements Maurel et Prom S.A., a company incorporated under
the laws of France, whose registered office is at 51, rue d’Anjou,
75008 Paris, France
‘‘Euroclear’’ . . . . . . . . . . . . . . . . Euroclear UK and Ireland Limited, a company incorporated under
the laws of England and Wales, whose principal place of business is at
33 Cannon Street, London EC4M 5SB, United Kingdom, the
operator (as defined in the CREST Regulations) of CREST

611
‘‘Exchange Act’’ . . . . . . . . . . . . . US Securities Exchange Act of 1934
‘‘Exclusivity Payment’’ . . . . . . . . the exclusivity payment as described in Part VI: ‘‘Letter from the
Chairman and Information on the Group’’, section 11.3.2
‘‘Executive Directors’’ . . . . . . . . . Austin Avuru, Roger Brown and Stuart Connal
‘‘FBN’’ . . . . . . . . . . . . . . . . . . . First Bank of Nigeria Limited, a company incorporated under the
laws of Nigeria, whose principal place of business is at Samuel Asabia
House, 35 Marina, Lagos, Nigeria
‘‘FBN Facility’’ . . . . . . . . . . . . . . the revolving loan facility of up to US$100 million to be made
available to the Company by FBN pursuant to the FBN Facility
Agreement
‘‘FBN Facility Agreement’’ . . . . . the facility agreement to be entered into between the Company and
FBN
‘‘FBN Letter of Credit’’ . . . . . . . the letter of credit issued by FBN in favour of the Company on
27 September 2013
‘‘FCA’’ . . . . . . . . . . . . . . . . . . . . Financial Conduct Authority
‘‘Finance Committee’’ . . . . . . . . . the finance committee of the Board from time to time
‘‘FIRS’’ . . . . . . . . . . . . . . . . . . . Federal Inland Revenue Service
‘‘Forcados Terminal’’ . . . . . . . . . the onshore terminal at Forcados belonging to and operated by
SPDC
‘‘Founders’’ . . . . . . . . . . . . . . . . MPI, Shebah, Mr. Orjiako, Professional Support, Platform
Petroleum and Mr. Avuru
‘‘FSMA’’ . . . . . . . . . . . . . . . . . . UK Financial Services and Markets Act 2000 (as amended)
‘‘Gas Master Plan’’ or ‘‘GMP’’ . . Nigerian Gas Master Plan 2008
‘‘GDP’’ . . . . . . . . . . . . . . . . . . . Gross Domestic Product
‘‘Global Offer’’ . . . . . . . . . . . . . . the issue of Ordinary Shares by the Company, comprising the
International Offering and the Nigerian Offering, as described in
Part XV: ‘‘Details of the Offer’’ of this Prospectus
‘‘Global Offer Bonus’’ . . . . . . . . the Company’s bonus plan to reward the contribution of Executive
Directors and senior management in the period leading up to the
Global Offer as set out under the LTIP
‘‘GMOU’’ . . . . . . . . . . . . . . . . . Global Memorandum of Understanding between the Company and
local communities
‘‘Group’’ . . . . . . . . . . . . . . . . . . the Company, its subsidiary undertakings and any other body
corporate, legal entity, partnership or unincorporated joint venture in
which the Company or any of its subsidiary undertakings holds a
participating interest (as such term is defined by Section 1162 of the
Companies Act 2006) from time to time and references to a
‘‘member of the Group’’ shall be construed accordingly
‘‘GSAA’’ . . . . . . . . . . . . . . . . . . Gas Supply and Aggregation Agreement
‘‘High Networth Investor’’ . . . . . has the meaning given to it in Rule 321 of the Nigerian SEC Rules
‘‘HMRC’’ . . . . . . . . . . . . . . . . . . HM Revenue & Customs
‘‘HSE’’ . . . . . . . . . . . . . . . . . . . health, safety and environment
‘‘ICSID’’ . . . . . . . . . . . . . . . . . . International Centre for Settlement of Investment Disputes
‘‘IFRS’’ . . . . . . . . . . . . . . . . . . . International Financial Reporting Standards, as adopted for use in
the EU

612
‘‘Independent Non-Executive
Director’’ . . . . . . . . . . . . . . . . . . the Senior Independent Non-Executive Director and each of the
other independent non-executive directors of the Company described
in Part VII: ‘‘Directors, Senior Management, Corporate Governance
and Dividend Policy’’ of this Prospectus
‘‘International Offering’’ . . . . . . . the offer of Ordinary Shares (i) to qualified investors in certain
Member States, including to certain institutional investors in the
United Kingdom and elsewhere outside the United States and (ii) in
the United States only to Qualified Institutional Buyers in reliance
on an exemption from, or in a transaction not subject to, the
registration requirements of the US Securities Act
‘‘International Underwriting
Agreement’’ . . . . . . . . . . . . . . . . the underwriting agreement entered into on 9 April 2014 between
the Company, the Executive Directors, the Chairman and the Joint
Bookrunners, as described in Part XVII: ‘‘Additional Information’’,
section 10.1 of this Prospectus
‘‘IRS’’ . . . . . . . . . . . . . . . . . . . . Internal Revenue Service
‘‘ISA’’ . . . . . . . . . . . . . . . . . . . . Nigerian Investments and Securities Act, No. 29, 2007
‘‘Joint Bookrunners’’ . . . . . . . . . BNP Paribas, Standard Bank, RenCap, Citi and RBC Capital
Markets
‘‘Joint Global Co-ordinators’’ . . . BNP Paribas and Standard Bank
‘‘JV’’ . . . . . . . . . . . . . . . . . . . . . joint venture
‘‘KCA Deutag’’ . . . . . . . . . . . . . . KCA Deutag Drilling GmbH and KCA Deutag Nigeria Limited,
together
‘‘KEL/VPL JV’’ . . . . . . . . . . . . . Kaego Energy Limited/Virile Petroleum Limited Joint Venture
‘‘LACT Unit’’ . . . . . . . . . . . . . . . Lease Automatic Custody Transfer Unit
‘‘Lock-up Deeds’’ . . . . . . . . . . . . the lock-up agreements entered into by the Locked-up Persons
relating to those Ordinary Shares held by the Locked-up Persons
immediately prior to Admission in favour of the Joint Bookrunners
and the Company in relation to the lock-up arrangements described
in Part XVII: ‘‘Additional Information’’, section 10.5 of this
Prospectus
‘‘Locked-up NEDs’’ . . . . . . . . . . Mr. Ofurhie, Mr. Okeahalam and Mr. Omiyi
‘‘Locked-up Persons’’ . . . . . . . . . each of MPI, Shebah, Professional Support Limited, Abtrust
Integrated Services Limited, Platform Petroleum Limited, Quantum
Capital, Quantum Power, Mercuria Capital, the Blakeney Group,
Mr. Orjiako, Mr. Avuru and the Locked-up NEDs
‘‘London Stock Exchange’’ . . . . . London Stock Exchange plc
‘‘Lonestar’’ . . . . . . . . . . . . . . . . Lonestar Drilling Nigeria Limited, a company incorporated under
the laws of Nigeria, whose corporate ofice is at Eneka/Igwuruta
Road, Opposite NNPC Housing Complex Rumuo Kwurushi,
Port Harcourt, Nigeria
‘‘Longstop Date’’ . . . . . . . . . . . . 28 November 2014, as set forth in the CNL Assets Acquisition SPA
‘‘LTIP’’ . . . . . . . . . . . . . . . . . . . Long-Term Incentive Plan
‘‘LTIP Awards’’ . . . . . . . . . . . . . LTIP Restricted Shares, LTIP Options and LTIP Conditional
Awards, collectively
‘‘LTIP Conditional Awards’’ . . . . conditional awards under the LTIP (i.e. a conditional right to acquire
Ordinary Shares)
‘‘LTIP Good Leaver Reason’’ . . . as set out in Part XVII: ‘‘Additional Information’’, section 7.6(j)

613
‘‘LTIP Options’’ . . . . . . . . . . . . . nil cost options over Ordinary Shares under the LTIP
‘‘LTIP Restricted Shares’’ . . . . . . Ordinary Shares which are subject to restrictions and the risk of
forfeiture under the LTIP
‘‘Managers’’ . . . . . . . . . . . . . . . . BNP Paribas, Standard Bank, RenCap, Renaissance Securities,
Stanbic IBTC and the Nigerian Receiving Agents
‘‘Member States’’ . . . . . . . . . . . . member states of the EEA
‘‘MEND’’ . . . . . . . . . . . . . . . . . . Movement for the Emancipation of the Niger Delta
‘‘Mercuria Capital’’ . . . . . . . . . . Mercuria Capital Partners Limited, a company incorporated under
the laws of the Republic of Cyprus, whose registered office is at
c/o Archiepiskopou Makariou III & Kalograion 4 Nicolaides Sea
View City, 4th Floor, Flat/Office D16016 Larnaca, Cyprus
‘‘Mercuria Energy’’ . . . . . . . . . . Mercuria Energy Trading S.A., a company incorporated under the
laws of Switzerland, whose registered office is at 50 Rue de Rhone,
Geneva 1204, Switzerland
‘‘Mercuria Off-take Agreement’’ . the off-take agreement dated 17 December 2013 between the
Company and Mercuria Energy
‘‘Midwestern’’ . . . . . . . . . . . . . . Midwestern Oil & Gas Company Limited, a company incorporated in
Nigeria, whose head office is at 11, Abimbola Awoniyi Close, Off
Kasumu Ekemode Street, Off Saka Tinubu Street, Victoria Island,
Lagos, Nigeria
‘‘Minister’’ . . . . . . . . . . . . . . . . . the Minister of Petroleum Resources of Nigeria
‘‘MPI’’ . . . . . . . . . . . . . . . . . . . . MPI S.A. (formerly Maurel et Prom Nigeria S.A.), a company
incorporated under the laws of France, whose registered office is at
51 rue d’Anjou, 75008 Paris, France
‘‘MPI Shareholder Loan’’ . . . . . . the loan from MPI to the Company described in Part XVII
‘‘Additional Information’’, section 10.6.2 of this Prospectus
‘‘Model Code’’ . . . . . . . . . . . . . . Model Code as published in the UK Listing Rules
‘‘Naira or NGN’’ . . . . . . . . . . . . the lawful currency of Nigeria
‘‘National Assembly’’ . . . . . . . . . the bicameral legislature and the highest elective law-making body of
Nigeria
‘‘NCTL’’ . . . . . . . . . . . . . . . . . . the Nembe Creek trunk line located in the Niger Delta
‘‘NCTL Bid’’ . . . . . . . . . . . . . . . the bid by the Group to acquire an interest in the NCTL described in
Part XI: ‘‘Operating and Financial Review,’’ section 2 of this
Prospectus
‘‘NDDC’’ . . . . . . . . . . . . . . . . . . Niger Delta Development Commission
‘‘Nerine’’ . . . . . . . . . . . . . . . . . . Nerine Support Services Limited, a company incorporated under the
laws of Nigeria, whose principal place of business is at 3rd Floor,
Bankers House, 19 Adeola Hopewell Street, Victoria Island, Lagos,
Nigeria
‘‘NESREA’’ . . . . . . . . . . . . . . . . National Environmental Standards and Regulations Enforcement
Agency
‘‘NESREA Act’’ . . . . . . . . . . . . . National Environmental Standards and Regulations Enforcement
Agency Act 2006
‘‘Newton Energy’’ . . . . . . . . . . . . Newton Energy Limited, a company incorporated under the laws of
Nigeria with registered number 920664, whose registered office is at
25a Lugard Avenue, Ikoyi, Lagos, Nigeria

614
‘‘NGC’’ . . . . . . . . . . . . . . . . . . . Nigerian Gas Company Limited, a company incorporated under the
laws of Nigeria, whose registered office is at 1 Odin Road, Ekpan
P.M.B. 1288 Warri, Delta State, Nigeria
‘‘NHT’’ . . . . . . . . . . . . . . . . . . . Nigerian Hydrocarbons Tax
‘‘Niger Delta’’ . . . . . . . . . . . . . . the oil-producing regional delta of the Niger River in Nigeria
‘‘Nigeria’’ . . . . . . . . . . . . . . . . . The Federal Republic of Nigeria
‘‘Nigerian Admission’’ . . . . . . . . the listing of the Ordinary Shares on the NSE
‘‘Nigerian Code of Corporate
Governance’’ . . . . . . . . . . . . . . . Nigerian Code of Corporate Governance for Public Companies 2003
published by the Nigerian SEC
‘‘Nigerian Content Act’’ . . . . . . . Nigerian Oil and Gas Industry Content Development Act 2010
‘‘Nigerian Forex Act’’ . . . . . . . . . Foreign Exchange (Monitoring and Miscellaneous) Provisions Act
1995, Cap F34 LFN 2004
‘‘Nigerian Joint Issuing Houses’’ . Renaissance Securities and Stanbic IBTC
‘‘Nigerian National Assembly’’ . . Nigeria’s Federal legislature
‘‘Nigerian Offering’’ . . . . . . . . . . the offer of Ordinary Shares to Qualified Institutional Investors and
High Networth Investors as defined in Rule 78C of the Rules and
Regulations of the Nigerian SEC
‘‘Nigerian Receiving Agents’’ . . . . Futureview Financial Services Limited, Vetiva Capital Management
Limited, BGL Plc and FCMB Capital Markets Limited, which are
capital market operators duly registered with the Nigerian SEC and
authorised to receive commitment forms/orders from Qualified
Institutional Investors in respect of the Global Offer
‘‘Nigerian SEC’’ . . . . . . . . . . . . . Nigerian Securities and Exchange Commission
‘‘Nigerian SEC Rules’’ . . . . . . . . the Rules and Regulations of the Nigerian SEC 2013 (SECRR 2013)
‘‘Nigerian Vending Agreement’’ . . the vending agreement dated 9 April 2014 between the Company and
the Nigerian Joint Issuing Houses, described in Part XVII:
‘‘Additional Information’’, section 10.2 of this Prospectus
‘‘NIPC’’ . . . . . . . . . . . . . . . . . . . Nigerian Investment Promotion Commission Act 1995
‘‘NLNG’’ . . . . . . . . . . . . . . . . . . Nigeria LNG Limited, a company incorporated under the laws of
Nigeria, whose head office is at Intels Camp, KM 16 Port Harcourt,
Aba Expressway, Port Harcourt, Rivers State, Nigeria
‘‘NNPC’’ . . . . . . . . . . . . . . . . . . Nigerian National Petroleum Corporation, a company incorporated
under the laws of Nigeria, whose registered office is at NNPC
Towers, Central Area, Herbert Macaulay Way, P.M.B. 190, Garki
Abuja, Nigeria
‘‘Nomination and Establishment
Committee’’ . . . . . . . . . . . . . . . . the nomination committee of the Board from time to time
‘‘Non-Executive Directors’’ . . . . . each of the non-executive directors of the Company described in
Part VII: ‘‘Directors, Senior Management, Corporate Governance
and Dividend Policy’’ of this Prospectus
‘‘NOC’’ . . . . . . . . . . . . . . . . . . . Nigerian Oil Company Plc
‘‘NPAMC Ltd’’ . . . . . . . . . . . . . . Nigerian Petroleum Assets Management Company Limited
‘‘NPDC’’ . . . . . . . . . . . . . . . . . . Nigerian Petroleum Development Company Limited, a company
incorporated under the laws of Nigeria, whose head office is at
62/64 Sapele Road, Benin City, Edo State, Nigeria
‘‘NSE’’ . . . . . . . . . . . . . . . . . . . . The Nigerian Stock Exchange

615
‘‘OECD’’ . . . . . . . . . . . . . . . . . . Organisation for Economic Co-operation and Development
‘‘OEL’’ . . . . . . . . . . . . . . . . . . . Oil Exploration Licence
‘‘Offer Price’’ . . . . . . . . . . . . . . . 210 pence per Ordinary Share in respect of the International
Offering and 576 Naira per Ordinary Share in respect of the Nigerian
Offering
‘‘Official List’’ . . . . . . . . . . . . . . the Official List of the UK Listing Authority
‘‘Off-take Agreement’’ . . . . . . . . . the crude oil purchase agreement dated 31 July 2010 between Shell
Trading and the Company, as described at Part VI: ‘‘Letter from the
Chairman and Information on the Group’’, section 11.2.1 and at
Part XVII: ‘‘Additional Information’’, section 10.7.3 of this
Prospectus
‘‘OML’’ or ‘‘Oil Mining Lease’’ . . a lease granted by the Minister under the Petroleum Act to a lessee
to search for, win, work, carry away and dispose petroleum from all
the area covered by such lease
‘‘OML 4’’ . . . . . . . . . . . . . . . . . the OML numbered 4 issued by the Nigerian government and in
which the Company has a 45 per cent. participating interest
‘‘OML 24’’ . . . . . . . . . . . . . . . . . the OML numbered 24 issued by the Nigerian government
‘‘OML 29’’ . . . . . . . . . . . . . . . . . the OML numbered 29 issued by the Nigerian government
‘‘OML 38’’ . . . . . . . . . . . . . . . . . the OML numbered 38 issued by the Nigerian government and in
which the Company has a 45 per cent. participating interest
‘‘OML 41’’ . . . . . . . . . . . . . . . . . the OML numbered 41 issued by the Nigerian government and in
which the Company has a 45 per cent. participating interest
‘‘OML 53’’ . . . . . . . . . . . . . . . . . the OML numbered 53 issued by the Nigerian government
‘‘OML 53 CPR’’ . . . . . . . . . . . . . the Competent Person’s Report prepared by DMCL in respect of
OML 53 set out in Part XX: ‘‘Competent Person’s Report on
OML 53’’
‘‘OMLs 4, 38 and 41 CPR’’ . . . . . the Competent Person’s Report prepared by DMCL in respect of
OMLs 4, 38 and 41 set out in Part XVIII: ‘‘Competent Person’s
Report on OMLs 4, 38 and 41’’
‘‘OMLs 4, 38 and 41 Joint
Operating Agreement’’ . . . . . . . . the joint operating agreement entered into between NNPC and
SPDC, AGIP and TOTAL dated 11 July 1991 (as assigned and
novated pursuant to the assignment and novation agreement entered
into between SPDC, AGIP, TOTAL, NNPC and the Company dated
30 July 2010)
‘‘OMLs 4, 38 and 41 JV’’ . . . . . . the unincorporated joint venture between NPDC and SEPLAT in
relation to OMLs 4, 38 and 41
‘‘OML 24 Bid’’ . . . . . . . . . . . . . . the bid by the Group, through the OML 24 Consortium, to acquire a
participating interest in OML 24 described in Part XI: ‘‘Operating
and Financial Review,’’ section 2 of this Prospectus
‘‘OML 24 Consortium’’ . . . . . . . the consortium formed of Newton Energy, Sahara Field Production
Limited and DWC Exploration and Production Company Limited
pursuant to the OML 24 Consortium Agreement
‘‘OML 24 Consortium
Agreement’’ . . . . . . . . . . . . . . . . the agreement dated 4 February 2014 between the OML 24
Consortium for the OML 24 Bid
‘‘OML 29 Bid’’ . . . . . . . . . . . . . . the bid by the Group, through the OML 29 Consortium, to acquire a
participating interest in OML 29 described in Part XI: ‘‘Operating
and Financial Review,’’ section 2 of this Prospectus

616
‘‘OML 29 Consortium’’ . . . . . . . the consortium formed of the Company, Vertex Energy Nigeria
Limited and VP Global Integrated Energy Limited pursuant to the
OML 29 Consortium Agreement and MPI
‘‘OML 29 Consortium
Agreement’’ . . . . . . . . . . . . . . . . the agreement dated 20 February 2014 between the OML 29
Consortium for the OML 29 Bid
‘‘OPA’’ . . . . . . . . . . . . . . . . . . . Oil Pipelines Act 1956
‘‘OPEC’’ . . . . . . . . . . . . . . . . . . Organisation of the Petroleum Exporting Countries
‘‘OPL’’ . . . . . . . . . . . . . . . . . . . Oil Prospecting Licence
‘‘OPL 283’’ . . . . . . . . . . . . . . . . the OPL numbered 283 issued by the Nigerian government
‘‘Order’’ . . . . . . . . . . . . . . . . . . Financial Services and Markets Act 2000 (Financial Promotion)
Order 2005, as amended
‘‘Ordinary Shares’’ . . . . . . . . . . . ordinary shares of 0.50 Naira each in the capital of the Company
‘‘Over-allotment Option’’ . . . . . . the over-allotment option granted by the Company to the Stabilising
Manager pursuant to the International Underwriting Agreement
‘‘Over-allotment Shares’’ . . . . . . the Ordinary Shares that are the subject of the Over-allotment
Option
‘‘Panel’’ . . . . . . . . . . . . . . . . . . . Panel on Takeovers and Mergers established under the City Code
‘‘PanOcean’’ . . . . . . . . . . . . . . . Pan Ocean Oil Corporation (Nigeria), a company incorporated
under the laws of Nigeria, whose registered office is at The Ark
Towers, Plot 17, Ligali Ayorinde Street, Victoria Island Extension,
Lagos, Nigeria
‘‘Petrofac’’ . . . . . . . . . . . . . . . . . Petrofac International (Nigeria) Limited
‘‘Petroleum Act’’ . . . . . . . . . . . . Petroleum Act 2004
‘‘Petroleum Industry Bill’’ or
‘‘PIB’’ . . . . . . . . . . . . . . . . . . . . an act to establish the legal and regulatory framework, institutions
and regulatory authorities for the Nigerian petroleum industry, to
establish guidelines for the operation of the upstream and
downstream sectors, and for purposes connected with the same
‘‘Petroleum Profits Tax Act’’ . . . . Petroleum Profits Tax Act 1990
‘‘PFIC’’ . . . . . . . . . . . . . . . . . . . Passive Foreign Investment Company
‘‘PHCF’’ . . . . . . . . . . . . . . . . . . Petroleum Host Communities Fund
‘‘Pillar Oil’’ . . . . . . . . . . . . . . . . Pillar Oil Limited, a company incorporated under the laws of
Nigeria, whose registered office is No. 10, Elsie Femi Pearse Street,
Victoria Island, Lagos, Nigeria
‘‘Platform’’ . . . . . . . . . . . . . . . . Platform Petroleum Joint Ventures Limited, a company incorporated
under the laws of the British Virgin Islands, whose principal place of
business is at Nerine Chambers, P.O. Box 905, Road Town, Tortola,
the British Virgin Islands
‘‘Platform Group’’ . . . . . . . . . . . Platform Petroleum, Professional Support and Mr. Avuru
‘‘Platform Nigeria’’ . . . . . . . . . . Platform Petroleum Joint Ventures Limited, a company incorporated
under the laws of Nigeria, whose principal place of business is at
30A Bankers House, 19 Adeola Hopewell Street, Victoria Island,
Lagos, Nigeria
‘‘Platform Petroleum’’ Platform Petroleum Limited, a company incorporated under the laws
of Nigeria, whose principal place of business is at 6 Lasode Crescent,
Off Ozumba Mbadiwe Road, Victoria Island, Lagos, Nigeria

617
‘‘PML’’ . . . . . . . . . . . . . . . . . . . petroleum mining lease
‘‘PPPRA’’ . . . . . . . . . . . . . . . . . Petroleum Products Pricing Regulatory Agency
‘‘PPT’’ . . . . . . . . . . . . . . . . . . . . Petroleum Profit Tax
‘‘PPTA’’ . . . . . . . . . . . . . . . . . . . Petroleum Profit Tax Act 1958
‘‘PRMS’’ . . . . . . . . . . . . . . . . . . 2007 Petroleum Resources Management System (as defined by the
Society of Petroleum Engineers, the American Association of
Petroleum Geologists, the World Petroleum Council and the Society
of Petroleum Evaluation Engineers)
‘‘Premium Listing’’ . . . . . . . . . . as defined by the London Stock Exchange in compliance with the
super-equivalent European standards
‘‘Professional Support’’ . . . . . . . Professional Support Limited, a company incorporated under the
laws of Nigeria, whose registered office is at Lasode Crescent,
Victoria Island, Lagos, Nigeria
‘‘Prospectus’’ . . . . . . . . . . . . . . . the Prospectus of the Company
‘‘Prospectus Directive’’ . . . . . . . . Directive 2003/71/EC
‘‘Prospectus Rules’’ . . . . . . . . . . the rules made for the purposes of Part VI of the FSMA in relation
to offers of securities to the public and admission of securities to
trading on a regulated market
‘‘PTDF’’ . . . . . . . . . . . . . . . . . . Petroleum Technology Development Fund Act 1973
‘‘PSC’’ . . . . . . . . . . . . . . . . . . . . Production Sharing Contracts
‘‘Qualified Institutional Buyer’’
or ‘‘QIB’’ . . . . . . . . . . . . . . . . . . has the meaning given to it in Rule 144A under the US Securities Act
‘‘Qualified Institutional
Investors’’ . . . . . . . . . . . . . . . . . as defined in Rule 78C of the Rules and Regulations of the Securities
and Exchange Commission, Nigeria
‘‘Qualified Investors’’ . . . . . . . . . as defined in Article 49(2)(a) to (d) of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005, as amended
‘‘Quantum Capital’’ . . . . . . . . . . Quantum Capital Partners Fund I LP, a company incorporated under
the laws of Bermuda, whose registered office is at Canon’s Court,
22 Victoria Street, Hamilton, Bermuda
‘‘Quantum Power’’ . . . . . . . . . . . Quantum Power International Holdings Limited, a company
incorporated under the laws of the British Virgin Islands, whose
registered office is at Trident Trust Company (B.V.I.) Limited,
Trident Chambers, P.O. Box 146, Road Town, Tortola, the British
Virgin Islands
‘‘Quantum Power LOI’’ . . . . . . . the letter of intent dated 24 December 2013 between the Company
and Quantum Power described in Part XVII: ‘‘Additional
Information’’, section 10.7.19 of this Prospectus
‘‘RBC Capital Markets’’ . . . . . . . RBC Europe Limited, a company incorporated under the laws of
England and Wales, whose registered office is at Riverbank House,
2 Swan Lake, London EC4R 3BF, United Kingdom
‘‘Reciprocal Enforcement Act’’ . . has the meaning given to it on page 45 of the Prospectus
‘‘Reciprocal Enforcement
Ordinance’’ . . . . . . . . . . . . . . . . has the meaning given to it on page 45 of the Prospectus
‘‘Regulation S’’ . . . . . . . . . . . . . Regulation S under the US Securities Act
‘‘Relationship Agreement’’ . . . . . the relationship agreement dated 25 March 2014 between the
Company and the Founders, as described in Part XVII: ‘‘Additional
Information’’, section 10.3 of this Prospectus

618
‘‘Relevant Member State’’ . . . . . . each Member State of the European Economic Area which has
implemented the Prospectus Directive
‘‘Remuneration Committee’’ . . . . the remuneration committee of the Board from time to time
‘‘Renaissance Securities’’ . . . . . . Renaissance Securities (Nigeria) Limited, a company incorporated
under the laws of Nigeria, whose principal place of business is at
5th Floor, Plot 1B, Keystone Bank Crescent, Victoria Island, Lagos,
Nigeria
‘‘RenCap’’ . . . . . . . . . . . . . . . . . Renaissance Securities (Cyprus) Limited, a company incorporated in
Cyprus, whose registered office is at 9th Floor, Capital Centre
2-4 Archbishop Makarios III Avenue, 1505 Nicosia, Cyprus
‘‘Risk Management, HSE and
Communities Committee’’ . . . . . . the risk management, health, safety and environment (HSE) and
communities committee of the Board from time to time
‘‘Rule 144A’’ . . . . . . . . . . . . . . . Rule 144A under the US Securities Act
‘‘Sapele Shallow’’ . . . . . . . . . . . . shallow reservoirs of circa 3,000 - 6,000 ft which are found in the
Sapele field
‘‘SDRT’’ . . . . . . . . . . . . . . . . . . Stamp Duty Reserve Tax
‘‘Senior Management’’ . . . . . . . . the persons named as senior managers in Part VII: ‘‘Directors,
Senior Management, Corporate Governance and Dividend Policy’’
‘‘SEPCOL’’ . . . . . . . . . . . . . . . . Shebah Exploration and Production Company Limited, a company
incorporated under the laws of Nigeria, whose principal place of
business is at 25a Lugard Avenue, Ikoyi, Lagos, Nigeria
‘‘SEPLAT’’ . . . . . . . . . . . . . . . . . SEPLAT Petroleum Development Company Plc
‘‘SEPLAT East’’ . . . . . . . . . . . . . SEPLAT East Onshore Limited, a company incorporated under the
laws of Nigeria with registered number RC1159289, whose principal
place of business is at 25a Lugard Avenue, Ikoyi, Lagos, Nigeria
‘‘SEPLAT East Swamp’’ . . . . . . . SEPLAT East Swamp Company Limited, a company incorporated
under the laws of Nigeria with registered number RC1159288, whose
principal place of business is at 25a Lugard Avenue, Ikoyi, Lagos,
Nigeria
‘‘SEPLAT Gas’’ . . . . . . . . . . . . . SEPLAT Gas Company Limited, a company incorporated under the
laws of Nigeria with registered number RC1159188, whose principal
place of business is at 25a Lugard Avenue, Ikoyi, Lagos, Nigeria
‘‘SEPLAT UK’’ . . . . . . . . . . . . . SEPLAT Petroleum Development Company UK Limited, a company
incorporated and registered under the laws of England and Wales
with company number 08658708, whose registered office is at 50 Pall
Mall, London SW1Y 5JH, United Kingdom
‘‘Septa’’ . . . . . . . . . . . . . . . . . . . Septa Energy Nigeria Limited, a company incorporated under the
laws of Nigeria, whose principal place of business is at 7 Anifowoshe
Street, Victoria Island, Lagos, Nigeria
‘‘Shebah’’ . . . . . . . . . . . . . . . . . Shebah Petroleum Development Company Limited, a company
incorporated under the laws of the British Virgin Islands with
registered number 1556775, whose registered office is at Nerine
Chambers, P.O. Box 905, Road Town, Tortola, the British Virgin
Islands
‘‘Shebah Nigeria’’ . . . . . . . . . . . . Shebah Petroleum Development Company Limited, a company
incorporated under the laws of Nigeria with registered
number RC 846369, whose principal place of business is at
25a Lugard Avenue, Ikoyi, Lagos, Nigeria
‘‘Shell Group’’ . . . . . . . . . . . . . . Royal Dutch Shell plc and any Affiliate thereof

619
‘‘Shell Trading’’ . . . . . . . . . . . . . Shell Western Supply and Trading Limited, a company incorporated
under the laws of Barbados, whose registered office is at
P.O. Box 1343, Mahogany Court, Wildey Business Park, St. Michael,
Barbados
‘‘Shoreline-NPDC Joint Venture’’ the joint venture between Shoreline Natural Resources Limited and
NPDC
‘‘Sinopec’’ . . . . . . . . . . . . . . . . . China Petrochemical Corporation, a company registered under the
laws of the People’s Republic of China, whose registered office is at
No. 22 Chaoyangmen North Street, Chaoyang district, Beijing, PRC
‘‘Southfield Petroleum’’ . . . . . . . Southfield Petroleum Limited
‘‘SPDC’’ . . . . . . . . . . . . . . . . . . Shell Petroleum Development Company of Nigeria Limited, a
company incorporated under the laws of Nigeria, whose registered
office is at Shell Industrial Estate, Rumuobikani, Port Harcourt,
Nigeria
‘‘SPDC Assets Bid’’ . . . . . . . . . . together, the OML 24 Bid, the OML 29 Bid and the NCTL Bid
‘‘SPDC JV’’ . . . . . . . . . . . . . . . . the joint venture between NPDC, SPDC, TOTAL and AGIP
‘‘Stabilisation Period’’ . . . . . . . . the period beginning on the date on which adequate public disclosure
of the price of the Ordinary Shares is made and ending at any time
but no later than 30 calendar days thereafter
‘‘Stabilising Manager’’ . . . . . . . . Standard Bank
‘‘Stanbic IBTC’’ . . . . . . . . . . . . . Stanbic IBTC Capital Limited, a company incorporated in Nigeria
with registered number 1031358
‘‘Standard Bank’’ . . . . . . . . . . . . Standard Bank plc, a company incorporated under the laws of
England and Wales, whose registered office is at 20 Gresham Street,
London EC2V 7JE, United Kingdom
‘‘Standard Listing’’ . . . . . . . . . . as defined by the London Stock Exchange in compliance with the
minimum European standards
‘‘Stock Lending Agreement’’ . . . . means the stock lending agreement to be dated the date of the
International Underwriting Agreement between Mercuria Capital
and the Stabilising Manager
‘‘Subsidiaries’’ . . . . . . . . . . . . . . the subsidiaries (construed in accordance with Section 1159 of the
Companies Act 2006) of the Company
‘‘TOTAL’’ . . . . . . . . . . . . . . . . . Total (E&P) Nigeria Limited, a company incorporated under the
laws of Nigeria, whose registered office is at 35 Kofo Abayomi Street,
Victoria Island, Lagos, Nigeria
‘‘Trans-Forcados Pipeline’’ . . . . . the 95-kilometre pipeline that starts at the Eriemu manifold located
in OML 30 and ends at the Forcados Terminal
‘‘Treasury Regulations’’ . . . . . . . the tax regulations issued by the IRS
‘‘UAE’’ . . . . . . . . . . . . . . . . . . . United Arab Emirates
‘‘UK’’ or ‘‘United Kingdom’’ . . . . United Kingdom of Great Britain and Northern Ireland
‘‘UK Admission’’ . . . . . . . . . . . . admission of the Ordinary Shares to the Official List of the FCA and
to trading on the London Stock Exchange’s main market for listed
securities becoming effective in accordance with, respectively, the
UK Listing Rules and the Admission and Disclosure Standards
‘‘UK Corporate Governance
Code’’ . . . . . . . . . . . . . . . . . . . . UK Corporate Governance Code published by the Financial
Reporting Council in September 2012

620
‘‘UK Listing Authority’’ . . . . . . . Financial Conduct Authority in its capacity as the competent
authority for the purposes of Part VI of the FSMA
‘‘UK Listing Rules’’ . . . . . . . . . . the rules relating to admission to the Official List of the FCA made
in accordance with section 73A(2) of the FSMA
‘‘Umuseti/Igbuku Fields’’ . . . . . . the Umuseti and Igbuku marginal field area in the Niger Delta
located in OPL 283
‘‘Umuseti/Igbuku Fields CPR’’ . . the Competent Person’s Report prepared by DMCL in respect of the
Umuseti/Igbuku Fields set out in Part XIX: ‘‘Competent Person’s
Report on the Umuseti/Igbuku Fields’’
‘‘Umuseti/Igbuku Fields
Investment’’ . . . . . . . . . . . . . . . . has the meaning given in Part VI: ‘‘Letter from the Chairman and
Information on the Group’’, section 1.1 of this Prospectus
‘‘Umuseti/Igbuku Joint Operating
Agreement’’ . . . . . . . . . . . . . . . . the joint operating agreement dated 1 June 2013 between Pillar Oil
and Newton Energy, as described in Part XVII: ‘‘Additional
Information’’, section 10.7.16 of this Prospectus
‘‘Umuseti/Igbuku JV’’ . . . . . . . . . the unincorporated joint venture between Pillar Oil and Newton
Energy in relation to the Umuseti/Igbuku fields
‘‘United States’’ or ‘‘US’’ . . . . . . the United States of America, its territories and possessions and the
District of Columbia
‘‘UPI’’ . . . . . . . . . . . . . . . . . . . . Upstream Petroleum Inspectorate
‘‘US Holder’’ . . . . . . . . . . . . . . . a beneficial owner of Ordinary Shares that is, for US federal income
tax purposes, (i) an individual citizen or resident of the United
States, a corporation created or organised under the laws of the
United States or any state thereof, (ii) an estate the income of which
is subject to US federal income tax without regard to its source or
(iii) a trust if a court within the United States is able to exercise
primary supervision over the administration of the trust and one or
more US persons have the authority to control all substantial
decisions of the trust, or the trust has elected to be treated as a
domestic trust for US federal income tax purposes
‘‘US SEC’’ . . . . . . . . . . . . . . . . . US Securities and Exchange Commission
‘‘US Securities Act’’ . . . . . . . . . . United States Securities Act of 1933, as amended
‘‘US$’’ or ‘‘US Dollars’’ . . . . . . . the lawful currency of the United States
‘‘VAT’’ . . . . . . . . . . . . . . . . . . . . value added tax
WAGP . . . . . . . . . . . . . . . . . . . . West African Gas Pipeline
‘‘working interest’’ . . . . . . . . . . . the Company’s 45 per cent. working interest (pre-royalty) share in
OMLs 4, 38 and 41
‘‘Zenith’’ . . . . . . . . . . . . . . . . . . Zenith Bank Plc, a company incorporated under the laws of Nigeria,
whose principal place of business is at Plot 84, Ajose Adeogun Street,
Victoria Island, Lagos, Nigeria
‘‘Zenith Facility’’ . . . . . . . . . . . . the term loan made available to the Company under the Zenith
Facility Agreement
‘‘Zenith Facility Agreement’’ . . . . the term facility agreement dated 27 February 2014 between the
Company and Zenith

621
 PART XXIII
GLOSSARY OF TECHNICAL TERMS
The following technical terms are used in this Prospectus. Grammatical variations of these terms should be
interpreted in the same way.

1C . . . . . . . . . . . . . . . . . . . . . . low estimate scenario of contingent resources

2C . . . . . . . . . . . . . . . . . . . . . . best estimate scenario of contingent resources
3C . . . . . . . . . . . . . . . . . . . . . . high estimate scenario of contingent resources
2D seismic . . . . . . . . . . . . . . . . . seismic data acquired in a single traverse or series of traverses. 2D
seismic data provides single cross sections through the subsurface
3D seismic . . . . . . . . . . . . . . . . . seismic data acquired as multiple, closely spaced traverses. 3D
seismic data typically provides a more detailed and accurate image of
the subsurface than 2D seismic data
1P . . . . . . . . . . . . . . . . . . . . . . . proved
2P . . . . . . . . . . . . . . . . . . . . . . . proved plus probable
3P . . . . . . . . . . . . . . . . . . . . . . . proved plus probable plus possible
AG . . . . . . . . . . . . . . . . . . . . . . associated gas
API . . . . . . . . . . . . . . . . . . . . . . American Petroleum Institute
appraisal . . . . . . . . . . . . . . . . . . the phase of petroleum operations immediately following a successful
discovery. Appraisal is carried out to determine size, production rate
and the most efficient development of a field
appraisal well . . . . . . . . . . . . . . well drilled in order to assess characteristics (such as flow rate or
volume) of a proven hydrocarbon accumulation
attic oil . . . . . . . . . . . . . . . . . . . the oil above the highest existing perforation in a reservoir
barrel or bbl . . . . . . . . . . . . . . . a unit of volume measurement used for petroleum and its products
one barrel of oil; one barrel = 35 Imperial gallons (approx.), or
159 litres (approx.); 7.5 barrels = one tonne (approximately
depending upon the oil density); 6.29 barrels = one cubic metre
bcf . . . . . . . . . . . . . . . . . . . . . . billion cubic feet
bscf . . . . . . . . . . . . . . . . . . . . . . billion standard cubic feet
block . . . . . . . . . . . . . . . . . . . . . term commonly used to describe areas over which there is a
petroleum or production licence
boe . . . . . . . . . . . . . . . . . . . . . . barrels of oil equivalent
boepd . . . . . . . . . . . . . . . . . . . . barrels of oil equivalent per day
boom . . . . . . . . . . . . . . . . . . . . . a temporary floating barrier used to contain an oil spill
bopd . . . . . . . . . . . . . . . . . . . . . barrels of oil per day
Brent crude . . . . . . . . . . . . . . . . a benchmark crude oil from the UK North Sea against which other
crude oils are priced. It is widely used as an indicator of the price of
oil beyond energy markets. It is traded on forward markets and is the
basis of futures and options contracts listed on the International
Petroleum Exchange in London
BSW . . . . . . . . . . . . . . . . . . . . . base sediment water
closure . . . . . . . . . . . . . . . . . . . the height from the apex of a reservoir structure to the lowest
contour that contains the reservoir structure (spill). Measurements of
both the areal closure and the distance from the apex to the lowest
closing contour are typically used for the calculations of the
estimated hydrocarbon content of a trap

622
commercial discovery . . . . . . . . . discovery of oil and gas which the Company determines to be
commercially viable for appraisal and development
condensate . . . . . . . . . . . . . . . . hydrocarbons which are in the gaseous state under reservoir
conditions and which become liquid when temperature or pressure is
reduced. A mixture of pentanes and higher hydrocarbons
contingent resources . . . . . . . . . those quantities of petroleum estimated, as of a given date, to be
potentially recoverable from known accumulations by application of
development projects, but which are not currently considered to be
commercially recoverable due to one or more contingencies
crude oil . . . . . . . . . . . . . . . . . . unrefined oil
decommission or
decommissioning . . . . . . . . . . . . the procedure or the process by which the facilities and the
infrastructure related to the production of hydrocarbon from an oil
field are demobilised and abandoned
deepwater . . . . . . . . . . . . . . . . . any area of water over 250m in depth
delta edge . . . . . . . . . . . . . . . . . the edge of the landform surrounding a delta
dip . . . . . . . . . . . . . . . . . . . . . . the angle at which a rock stratum or structure is inclined from the
horizontal
discovery . . . . . . . . . . . . . . . . . . an exploration well which has encountered oil and gas for the first
time in a structure
downthrown side . . . . . . . . . . . . the sequence found in front of a normal fault, which has been
displaced downwards as a result of movement along the fault
dry well . . . . . . . . . . . . . . . . . . . a well which does not encounter hydrocarbons in economically
producible quantities
E&P . . . . . . . . . . . . . . . . . . . . . exploration and production
ESP . . . . . . . . . . . . . . . . . . . . . electronic submersive pump
exploration . . . . . . . . . . . . . . . . the phase of operations which covers the search for oil or gas by
carrying out detailed geological and geophysical surveys followed up
where appropriate by exploratory drilling
exploration drilling . . . . . . . . . . drilling carried out to determine whether oil and gas are present in a
particular area or structure
exploration well . . . . . . . . . . . . . a well in an unproven area or prospect, may also be known as a
‘‘wildcat well’’
farm in . . . . . . . . . . . . . . . . . . . a term used to describe when an oil and gas company buys a portion
of the acreage in a block from another company, usually in return for
consideration and for taking on a portion of the selling company’s
work commitments
farm out . . . . . . . . . . . . . . . . . . a term used to describe when a company sells a portion of the
acreage in a block to another company, usually in return for
consideration and for the buying company taking on a portion of the
selling company’s work commitments
fault . . . . . . . . . . . . . . . . . . . . . a displacement (vertical, inclined or lateral) below the earth surface
that acts to offset rock layers relative to one another. Faulting can
create traps for hydrocarbons
field . . . . . . . . . . . . . . . . . . . . . a geographical area under which either a single oil or gas reservoir or
multiple oil or gas reservoirs lie, all grouped on or related to the
same individual geological structural feature and/or stratigraphic
condition
FOB . . . . . . . . . . . . . . . . . . . . . free on board

623
formation . . . . . . . . . . . . . . . . . a body of rock identified by lithic characteristics and stratigraphic
position which is mappable at the earth’s surface or traceable in the
subsurface
FPSO . . . . . . . . . . . . . . . . . . . . a floating production, storage and offloading unit which is a vessel
used for processing hydrocarbons
fluid content . . . . . . . . . . . . . . . fluid within the pore space of a rock
gas field . . . . . . . . . . . . . . . . . . a field containing natural gas but no oil
geophysical . . . . . . . . . . . . . . . . association with the earth science concerned with the physical
properties. Geophysical exploration is concerned with measuring the
earth’s physical properties to delineate structure, rock type and fluid
content; these measurements include electrical, seismic, gravity and
magnetics
GLCC . . . . . . . . . . . . . . . . . . . . gas-liquid cylindrical cyclone
GOR . . . . . . . . . . . . . . . . . . . . . gas to oil ratio
gross reserves . . . . . . . . . . . . . . the total estimated petroleum to be produced from a field
gross resources . . . . . . . . . . . . . the total estimated petroleum that is potentially recoverable
growth fault . . . . . . . . . . . . . . . . synsedimentary gravitational fault formed due to rapid sedimentation
along the delta edge, often characterised by thickening of the
sediments on the downthrown side of the fault
hydrocarbon . . . . . . . . . . . . . . . a compound containing only the elements hydrogen and carbon. May
exist as a solid, a liquid or a gas. The term is mainly used in a
catch-all sense for oil, gas and condensate
infrastructure . . . . . . . . . . . . . . oil and gas processing, transportation and off-take facilities
km . . . . . . . . . . . . . . . . . . . . . . kilometre
2
km . . . . . . . . . . . . . . . . . . . . . . square kilometre
licence . . . . . . . . . . . . . . . . . . . . an exclusive right to explore for petroleum, usually granted by a
national governing body
licence area . . . . . . . . . . . . . . . . the area covered by a licence
LNG . . . . . . . . . . . . . . . . . . . . . natural gas that has been liquefied under high pressure and low
temperature to reduce its volume to enable easier transportation
m ....................... metres
MM . . . . . . . . . . . . . . . . . . . . . millions
MMbbl . . . . . . . . . . . . . . . . . . . million barrels
MMbpd . . . . . . . . . . . . . . . . . . . million barrels per day
Mbpd . . . . . . . . . . . . . . . . . . . . thousand barrels per day
MMboe . . . . . . . . . . . . . . . . . . . million barrels of oil equivalent
MMBtu . . . . . . . . . . . . . . . . . . . million British thermal units
MMscfd . . . . . . . . . . . . . . . . . . million standard cubic feet per day
MMstb . . . . . . . . . . . . . . . . . . . million stock tank barrels
MMt/y . . . . . . . . . . . . . . . . . . . . million metric tonnes per year
NAG . . . . . . . . . . . . . . . . . . . . . non-associated gas
natural gas . . . . . . . . . . . . . . . . gas, predominantly methane, occurring naturally, and often found in
association with crude petroleum
offshore . . . . . . . . . . . . . . . . . . . that geographic area that lies seaward of the coastline

624
oil . . . . . . . . . . . . . . . . . . . . . . . a mixture of liquid hydrocarbons of different molecular weights
oil field . . . . . . . . . . . . . . . . . . . the mapped distribution of a proven oil-bearing reservoir or
reservoirs
onshore . . . . . . . . . . . . . . . . . . . geographic area that lies landward of the coastline
operator . . . . . . . . . . . . . . . . . . the company that has legal authority to drill wells and undertake
production of oil and gas. The operator is often part of a consortium
and acts on behalf of this consortium
participating interest . . . . . . . . . the proportion of exploration and production costs each party will
bear and the proportion of production each party will receive, as set
out in an operating agreement
petroleum . . . . . . . . . . . . . . . . . a generic name for oil and gas, including crude oil, natural gas
liquids, natural gas and their products
petroleum system . . . . . . . . . . . . geologic components and processes necessary to generate and store
hydrocarbons, including a mature source rock, migration pathway,
reservoir rock, trap and seal
phase . . . . . . . . . . . . . . . . . . . . a distinct state of matter in a system, e.g. liquid phase or gas phase
possible reserves . . . . . . . . . . . . those additional reserves which analysis of geoscience and
engineering data indicate are less likely to be recoverable than
proved reserves and probable reserves
probable reserves . . . . . . . . . . . . those additional reserves which analysis of geoscience and
engineering data indicate are less likely to be recovered than proved
reserves but more certain to be recovered than possible reserves
PRMS . . . . . . . . . . . . . . . . . . . . 2011 Petroleum Resources Management System (as defined by the
Society of Petroleum Engineers, American Association of Petroleum
Geologists, World Petroleum Council and the Society of Petroleum
Evaluation Engineers)
prospect . . . . . . . . . . . . . . . . . . an identified trap that may contain hydrocarbons. A potential
hydrocarbon accumulation may be described as a lead or prospect
depending on the degree of certainty in that accumulation. A
prospect generally is mature enough to be considered for drilling
prospective resources . . . . . . . . . those quantities of petroleum which are estimated, on a given date,
to be potentially recoverable from undiscovered accumulations
prospectivity . . . . . . . . . . . . . . . the likelihood of an area to contain potential hydrocarbon
accumulations, i.e. prospects
proved reserves . . . . . . . . . . . . . reserves which, based on the available evidence and taking into
account technical and economic factors, have at least a 90 per cent.
chance of being produced
reserves . . . . . . . . . . . . . . . . . . . those quantities of petroleum which are anticipated to be
commercially recoverable by application of development projects to
known accumulations from a given date forward under defined
conditions (reference should be made to the full PRMS definitions
for the complete definitions and guidelines)
reservoir . . . . . . . . . . . . . . . . . . an underground porous and permeable formation where oil and gas
has accumulated
resources . . . . . . . . . . . . . . . . . . contingent and prospective resources, unless otherwise specified
rig . . . . . . . . . . . . . . . . . . . . . . the machine used to drill a wellbore
royalty . . . . . . . . . . . . . . . . . . . . a percentage share of production, or the value derived from
production, paid from a producing well

625
seal . . . . . . . . . . . . . . . . . . . . . . a relatively impermeable rock, commonly shale, anhydrite or salt,
that forms a barrier or cap above and around reservoir rock such that
fluids cannot migrate beyond the reservoir. (A seal is a critical
component of a complete petroleum system.)
seismic survey . . . . . . . . . . . . . . a method by which an image of the earth’s subsurface is created
through the generation of shockwaves and analysis of their reflection
from rock strata
spud . . . . . . . . . . . . . . . . . . . . . to start the well drilling process by removing rock and sediment with
the drill bit
synsedimentary gravitational
fault . . . . . . . . . . . . . . . . . . . . . listric faults which are active for a limited period during sediment
deposition. Whilst active, the faults substantially influence
sedimentation and a thicker, generally sand-dominated succession
accumulates on the downthrown side of the fault
tcf . . . . . . . . . . . . . . . . . . . . . . . trillion cubic feet
Tertiary . . . . . . . . . . . . . . . . . . . the Tertiary Period is a geological period from approximately
65 million to 2.5 million years ago
trap . . . . . . . . . . . . . . . . . . . . . a trap is an essential component of a petroleum system and is a
configuration of rocks suitable for containing hydrocarbons and
sealed by a relatively impermeable formation through which
hydrocarbons will not migrate. Traps are described as structural traps
(in deformed strata such as folds and faults) or stratigraphic traps (in
areas where rock types change, such as unconformities, pinch outs
and reefs)
upstream . . . . . . . . . . . . . . . . . . operations stages in the oil and gas industry that involve exploration
and production
wellhead . . . . . . . . . . . . . . . . . . all connections, valves, nozzles, pressure gauges, thermometers,
installed at the exits from a production well

626
 PART XXIV
NIGERIAN OFFERING COMMITMENT FORM
THIS PART XXIV IS FOR THE PURPOSES OF THE NIGERIAN OFFERING ONLY AND SHOULD
NOT BE USED BY PARTICIPANTS IN THE INTERNATIONAL OFFERING

627
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
COMMITMENT FORM
Joint Global Co-ordinators and Joint Bookrunners
Book build Opens Book build closes
Frida y, 28 Ma rch 2014 Tuesda y, 08 April 2014

Joint Bookrunners Nigerian Joint Issuing Houses

Nigerian Receiving Agents

“Global offer of ordinary shares by SEPLAT Petroleum Development Company Plc (the “Company”) and admission of such ordinary shares to the Official List
of the Financial Conduct Authority of the United Kingdom (by way of a Standard Listing under Chapter 14 of the UK Listing Rules) and to trading on the
London Stock Exchange’s Main Market for listed securities and admission to the Official Trading List of The Nigerian Stock Exchange (the “Offer”)”.

Ord ers m ust b e m a d e in a c c ord a nc e w ith the instruc tions se t out in this d oc um ent. Ca re m ust b e ta ken to follow these instruc tions a s a p p lic a tions tha t d o
no t c om p ly m a y b e rejec ted . If you a re in a ny d oub t, p lea se c onsult your Stoc kb roker, Ac c ounta nt, Ba nker, Solic itor or a ny p rofessiona l a d viser for
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Merrill Corporation Ltd, London
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