2009 nigeria annual reports

RC 89773ECOBANK NIGERIA PLC

ANNUAL REPORT 2009

Ecobank Nigeria PlcPlot 21, Ahmadu Bello Way - P.o. Box 72688Victoria Island - Lagos - NigeriaPhone: (+234) 1 2710391-5 Fax: (234) 1 271 0111Email: [email protected] – www.ecobank.com

1.2009 ANNUAL REPORT

PARENT COMPANY AND AFFILIATES

BENIN

BURKINA-FASO

BURUNDI

CAMEROON

CENTRAL AFRICAN REPUBLIC

CHAD

CONGO (BRAZZAVILLE)

CONGO (DEMOCRATIC REPUBLIC OF)

COTE D'IVOIRE

GABON

GAMBIA

GHANA

Rue du Gouverneur Bayol01 B.P. 1280 - Cotonou - BÉNIN Phone: (229) 21 31 3069/21 31 4023 Fax: (229) 21 31 33 85

633, Rue IIboudo Waogyandé01 B.P 145 - Ouagadougou 01 BURKINA-FASO Phone: (226) 50 328 328 Fax: (226) 50 318 981

6, rue de la Science B.P 270 -Bujumbura - BURUNDI Phone: (257) 22 22 63 51 Fax: (257) 22 22 54 37

Boulevard de la libertéB.P 582 - Douala - CAMEROUN Phone: (237) 33 43 82 51-53

(237) 33 43 84 88 / 89 Fax: (237) 33 43 86 09

Place de la République -B.P 910 Bangui - RÉPUBLIQUE CENTRAFRICAINE Phone: (236) 21 61 0042 Fax: (236) 21 61 61 36

Avenue Charles de Gaulle - B.P 87N'Djamena - TCHAD Phone: (235) 252 43 14/2524321 Fax: (235) 253 23 45

Rond point de la coupole B.P 2485 Brazzaville - CONGO Phone: (242) 621 09 09/622 01 01

(242) 569 54 54

Immeuble Future Tower 3642 Blvd du 30 juin - B.P. 7515 Kinshasa - Gombe - RD CONGO Phone: (243) 99 60 16 000 Fax: (243) 99 60 17 070

Immeuble Alliance , Avenue Terrasson de Fougeres 01 B.P 4107 Abidjan 01 COTE D'IVOIRE Phone: (225) 20 31 92 00

(225) 20 21 10 41 Fax: (225) 20 21 88 16

214, Avenue BOUET-9 ETAGES BP: 12111 Libreville - Gabon Phone: (241)44 21 75 Fax: (241) 44 21 76

42'Kairaba Avenue - P.O. Box 3466 Serrekunda - THE GAMBIA Phone: (220) 43 9 90 31-33 Fax: (220) 43 9 90 34

19th, Seventh Avenue Ridge West P.O. Box 16746 - Accra North Ridge, GHANA Phone: (233) 21 68 11 66/67 Fax: (233) 21 68 04 28

GROUP OFF CE (ECOBANK TRANSNATIONAL INCORPORATED)I : 2, Avenue Sylvanus Olympio - BP 3261 - Lome (TOGO) - Phone: (228) 221 0303/221 31 68 - Fax: (228) 221 51 19

GUINEA

GUINEA BISSAU

KENYA

LIBERIA

MALAWI

MALI

NIGER

NIGERIA

RWANDA

SAO TOME E PRINCIPE

SENEGAL

SIERRA LEONE

Immeuble Al lman Avenue de la République B.P 5687 - Conakry - GUINEE Phone: (224) 30 45 57 77

(224) 30 45 57 76 Fax: (224) 30 45 42 41

Avenue Amilcar Cabral . B.P 126 - Bissau - GUINÉE BISSAU Phone: (245) 320 73 60/61 Fax: (245) 320 73 63

Fedha Towers - PO. Box 49584 Code 00100 Nairobi - KENYA Phone: (254) 20 288 30 00 Fax: (254) 20 288 33 04 / 288 38 15

Ashmun & Randall Street - PO. Box 4825 1000 Monrovia 10 - LIBERIA Phone: (231) 727 72 77 / 697 44 94-6 Fax: (231) 701 22 90

Loita House Corner Victoria Avenue & Henderson Street, Private Bag 389, Chichiri Blantyre 3 - MALAWI Phone: (265) 01 822 808 / 099 Fax: (265) 01 822 683 / 820 583

Place de la Nation Quartier du Fleuve - B.PE. 1272 Bamako - MALI Phone: (223) 20 70 06 00Fax: (223) 20 23 33 05

Angle Boulevard de la liberté et Rue des Batisseurs - B.P. 13804 Niamey - NIGER Phone: (227) 20 73 71 81-83Fax: (227) 20 73 72 03-04

Plot 21, Ahmadu Bello WayP.O. Box 72688 Victoria Island - Lagos - NIGERIA Phone: (234) 1 2710391-95Fax: (234) 1 2710111

Plot 314, Avenue de la Paix P.O. Box 3268 - Kigali - RWANDA Phone: (250) 503580-8 Fax: (250) 501319-20/571633

Edificio HB, Travessa do Pelourinho C.P. 316 - São ToméDEMOCRATIC REPUBLIC OF SÃO TOME E PRINCIPE Phone: (239) 22 21 41/22 50 02 Fax: (239) 22 26 72

8, Avenue Léopold Sédar Senghor B.P. 9095.- Centre Douanes (CD) Dakar - SÉNÉGAL Phone: (221) 33 849 20 00 Fax: (221) 33 823 47 07

7, Lightfoot Boston Street P.O. Box 1007 Freetown - SIERRA LEONE Phone: (232) 22 221 704 /227801 Fax: (232) 22 290 450

TANZANIA

TOGO

UGANDA

ZAMBIA

EBI S.A. FRANCE

ECOBANK DEVELOPMENT CORPORATION (EDC)

EDC INVESTMENT CORPORATION

EDC STOCKBROKERS LIMITED

EDC SECURITIES LIMITED

ECOBANK ASSET MANAGEMENT (EAM)

ECV SERVICOS FINANCEIROS - CAPE VERDE

EPROCESS INTERNATIONAL SA

Plot No. 502/157 & 971/157 Uhuru Street, Mnazi Mmoja Central Area, Dar es Salaam TANZANIAPhone: (255) 222 668 365 Fax: (255) 222 667 220

20, Avenue Sylvanus Olympio B.P 3302 - Lomé - TOGO Phone: (228) 221 72 14 Fax: (228) 221 42 37

Plot 4, Parliament Avenue P.O. Box 7368 - Kampala UGANDAPhone: (256) 417 700 100/102Fax: (256) 312 266 079

22768 Thabo Mbeki Road P.O.Box 30705 - Lusaka - ZAMBIA Phone: (260) 211 250 056-7 (260) 211 250 202-4 Fax: (260) 211 250 171

éméTour Atlantique 1, Place de la Pyramide, 12 Etage92911 Paris la Défense Cedex FRANCEPhone: (33) (0)1 55 23 23 40 Fax: (33) (0) 1 47 76 42 41

2, Avenue Sylvanus Olympio BP 3261 Lome - TOGO Phone: (233) 21 251723 Fax: (233) 21 25 17 34

éméImmeuble Alliance, 4 Etage Avenue Terrasson de Fougéres 01 B.P 4107 - Abidjan 01 - COTE D'IVOIREPhone: (225) 20 21 10 44 / 20 31 92 24Fax: (225) 20 21 10 46

S, Second Ridge link, North Ridge P.O.Box 16746 - Accra North GHANAPhone: (233) 21 25 17 23 / 24 Fax: (233) 21 25 17 20

Plot 21, Ahmadu Bello Way P. O. Box 72688 - Victoria Island Lagos - NIGERIA Phone: (234) 1 7 61 38 33/761 3703Fax: (234) 1 2 71 48 60

éméImmeuble Alliance, 4 Etage Avenue Terrassons de Fougères 01 B.P 4107 - Abidjan 01 - COTE D'IVOIRETel: (225) 20 22 26 68 Fax: (225) 20 21 1046

Agencia de' cambios 43A Avenida Amilcar Cabral Praia Santiago - CABO VERDE Phone: (238) 261 7849 Fax: (238) 261 78 60

20, Avenue Sylvanus Olympio B.P 4385 - Lomé - TOGO Phone: (228) 222 23 70 Fax: (228) 222 24 34 Ghana Office:

ON . 556/4 Cola Avenue, Kokomleme Accra - GHANA Phone: (233) 21 213 999 Fax: (233) 21 234 457

ABIA

Ekeoha

Factory Road, Aba.

Faulks Road, Aba

Govt. Station Layout, Umuahia

Ngwa Road

Old GRA, Aba

Umuahia 1, Akanu Ibiam road

Osisioma, Aba

ABIA CASH CENTERAriaria Cash Centre

Eziukwu Cash Center

Cash Office

NBC Implant, Aba

Netpost

Umuahia Netpost

Ekeoha Shopping Complex, Ehi/Asa Road, AbaPhone: (234) 802 969 2187;

1 Factory Road, AbaPhone: (234) 82 290 475; (234) 802 052 3405

187 Faulks Road, Aba

Plot 110 Govt. Station Layout UmuahiaPhone: (234) 88 290 421; (234) 803 311 6150

22A Ngwa Road, AbaPhone: (234) 82 290 478 (234) 808 718 0248;

Plot 44, Old GRA, Aba-Owerri Road, AbaPhone: (234) 82 290 477 ; (234) 802 052 3495

1, Eze, Akanu Ibiam road Umuahia, Abia statePhone: (234) 88 290 422; (234) 703 066 7790

Ipman Secretariat, PPMC, AbaPhone: (234) 82 290 474; (234) 803 327 3029

205 Faulks Road AbaPhone: (234) 82 290 476 ; (234) 802 052 3407

1 Eziukwu Cemetary MarketPhone: (234) 704 145 0389; (234) 803 330 1287

PPMC Depot, OsisiomaPPMC Depot, Osisioma, AbaPhone: (234) 82 290 474; (234) 803 327 3029

NBC, Port Harcourt Road, AbaPhone: (234) 82 290 475; (234) 802 052 3405

Ohafia Netpost, UmuahiaNipost Along Arochukwu Road, Elu OhafiaPhone: (234) 802 723 5761; (234) 803 385 8636

Nipost Aba Road, UmuahiaPhone: (234) 704 145 0392; (234) 704 145 0101

BUSINESS OUTLETS

HEAD OFFICE:Plot 21, Ahmadu Bello Way, P. O. Box 72688, Victoria Island, Lagos NIGERIAPhone: (+234) 1 2710391-5 - Fax: (234) 1 2702076 - E-mail: [email protected]

ABUJA

Area III

Asokoro

Deidei

LEMERIDIEN

Office of the Accountant General of the Federation - OAGF

ECOWAS Branch

Area 8 Garki

Garki II

Gwagwalada

Maina Court

National Assembly

Nyanya Branch

Tofa House

Plot 9, Kontagora Close, Area 3, GarkiPhone: (234) 805 696 9139; (234) 9 291 0257

Plot 67 Yakubu Gowon Crescent, Asokoro DistrictPhone: (234) 803 705 1101; (234) 9 291 0258;

C3 802 Int'l Building Materials Market, DeideiPhone: (234) 803 616 3397; (234) 9 291 0259

Nicon Luxury Hotel, Plot 903, Tafawa Balewa Way, Area 11, Garki, FCT, AbujaPhone: (234) 704 1415 0352; (234) 803 6776 770

Treasury House, Samuel Ladoke Akintola Boulevard, Garki, Abuja Phone: (234) 704 145 0359; (234) 803 326 2810; 09-291 0249

101 Yakubu Gowon Crescent, Asokoro District Phone: (234) 808 643 5898; (234) 9 291 0260

No 4 Ogbomosho Street Off Tafawa Balewa WayArea 8 Garki AbujaPhone: (234) 803 633 4522; (234) 9 291 0250

Plot 796 Oka Akoko Close, Off Ahmadu Bello Way, Garki IIPhone: (234) 802 052 3557; (234) 9 291 0252

7A Secretariat Road, GwagwaladaPhone: (234) 803 450 3908; (234) 9 290 7348

Plot 252A, Herbert Macaulay Way, Central Business DistrictPhone: (234) 802 307 6082; (234) 9 291 0262

Basement, House of Representatives Wing, White House, National Assembly Complex, 3 Arms ZonesPhone: (234) 802 052 3564; (234) 805 517 2143; (234) 9 780 4934; (234) 9 290 3985

22 Hospital Road, Area B, Nyanya Phone: (234) 802 052 3481 ; (234) 9 291 0255

Plot 770, Tofa House, Central Business District AreaPhone: (234) 9 291 0251

Wuse II

Zone IV

NACA Centre

Abuja Netpost

AKWA IBOM

Eket-Q.I.T

Barracks Road

Nung Udoe

Oron

Uyo Main

Wellington Bassey Way

Eket Cash Center

Celtel Implant

Abak Netpost

NACA Center

Plot 212A Adetokunbo Ademola Crescent, Wuse IIPhone: (234) 704 145 0341-3

Plot 2306 Suez Crescent,Off Herbert Macaulay Way, Wuse Zone 4(234) 704 145 0341-3 (234) 803 788 2493; (234) 9 291 0254; (234) 9 870 2771

University of Abuja, NACA Centre, GwagwaladaPhone: (234) 803 450 3908

Area 1 Shopping Centre, Garki Opposite Police HospitalPhone: (234) 704 145 0341-3

Opp Mobil, Qua Iboe, Terminal Eket Phone: (234) 802 351 2886

No. 74 Barracks Road, UyoPhone: (234) 802 320 6148; (234) 805 694 0248;

12 Uyo Road, Nung Udoe, IbesikpoPhone: (234) 802 457 5600; (234) 805 340 6397

No. 104 Oron Road, OronPhone: (234) 802 312 2308; (234) 85 480 160

92, Oron Road, UyoPhone: (234) 803 449 0618

78 Wellington Bassey Way, UyoPhone: (234) 87 290 472; (234) 802 336 0916

56 Hospital Road, Eket Phone: (234) 802 351 2886 ; (234) 808 536 0009

80 Eket-Oron RoadPhone:(234) 802 351 2886

Abak Post OfficePhone: (234)802 919 1752

University of Uyo, UyoPhone: (234) 803 673 3806



ANAMBRA

Awka

Fegge

Nkpor

Nnewi I

Nnewi II

Ogboefere

Old Market Road

ANAMBRA CASH CENTER

Awka Netpost

Bridge Head, Onitsha

Williams Street

Iweka Cash Centre

BAUCHI

Murtala Mohammed Way

Bauchi

Azare

BORNO

Maiduguri

Abuja Estate, Opp Anambra State Government House, Onitsha-Enugu Expressway, AwkaPhone: (234) 808 718 0309; (234) 806 040 8548; (234) 48 290 323

27 New Market Road, OnitshaPhone: (234) 808 718 0355

No. 33/35 Uga Street, Fegge, Onitsha Phone:(234) 808 583 9651;(234) 46 280 477

42 New Market Road, NkporPhone: (234) 803 779 5298; (234) 46 280 478

2 Edo Ezemewui Road, Uruagu, Nnewi Phone: (234) 803 705 5767; (234) 805 279 2221; (234) 46 871 106

3, Edo Ezemewi Road, NnewiPhone: (234) 803 396 4248

Ogboefere Industrial Market, OnitshaPhone: (234) 803 387 1772; (234) 808 718 0338; (234) 808 718 0338

24 Old Market Road, OnitshaPhone: (234) 803 301 7229; (234) 46 280 479

209 Zik's Avenue, NIPOST Building, AwkaPhone: (234) 704 145 0369, (234) 803 674 6031

24 Port Harcourt Road, Onitsha Phone: (234) 803 345 6113; (234) 808 718 0311; (234) 46 280 473

No 7 New Market Road OnitshaPhone: (234) 803 335 7444; 046-280475

90b Iweka Road, OnitshaPhone: (234) 803 301 7229, (234) 808 718 0249; (234) 46 280 479

No 7 Murtala Mohammed WayPhone: (234) 8035893929

Abdulkadir Ahmed RoadPhone: (234) 8034500740

Old Kano RoadPhone: (234) 803 450 0740

No. 1, Ahmadu Bello Way, MaiduguriPhone: 076-290 522; (234) 704 145 0857

Maiduguri Sir Kashim Ibrahim wayPhone: (234) 806 293 6945; (234) 812 637 4457; (234) 704 145 0856

Maiduguri No2, Kirikasanma Rd, adjacent CBN, MaiduguriPhone: (234) 704 145 0856; (234) 704 145 0878

106, Mbiama Yenagoa Road, OvomPhone: (234) 802 052 3578; (234) 808 895 2112

204B Mbiama Yenagoa Road, AmarataPhone: (234) 708 645 8032, (234) 808 870 3695

19 MLA Hospital Road, Igoli-OgojaPhone: (234) 803 713 4913; (234) 708 604 2283

Line Shop B9 Tinapa Business Resort, CalabarPhone: (234) 807 595 3088; (234) 87 290 473

14 Murtala Mohammed Highway, CalabarPhone: (234) 803 720 4656

No. 2 Govt Station, Ranch Road, ObuduPhone: (234) 803 418 6012; (234) 708 987 7826

12 Mary Slessor Avenue, CalabarPhone: (234) 803 713 4935; (234) 802 676 8273; (234) 87 290 474

Michael Ani Secretariat, Old Secretariat, CalabarPhone: (234) 803 401 2913

72, Calabar Road, IkomPhone: 234) 803 709 8522

DELSU AbrakaDelta State University, Campus 2, AbrakaPhone: (234) 803 334 4850; (234) 704 145 0517

45 Anwai Dual Carriage Way, AsabaPhone: (234) 802 052 3404; (234) 46 870 5229

39 Deco Road, Warri Phone: (234) 802 052 3746 ;

35, Enerhen Road, Enerhen,Phone: (234) 802 328 0080

102 Effurun Sapele Road, EffurunPhone: (234) 802 292 3667; (234) 704 145 0509

258 Nnebisi RdPhone: (234) 704 1450 528; (234) 806 238 5571

BAYELSA

Yenogoa 1

Yenagoa II

CROSS RIVER

Ogoja

Tinapa

Calabar

Obudu

Mary Slessor

Michael Ani Secretariat Cash Center

Ikom

DELTA

Abraka

Asaba

Deco Road

Enerhen

Warri-Effurun

Asaba-Nnebisi Road

Sapele-Amikpe

Aladja DSC

Eku House

EBONYI

Abakaliki II

Abakaliki I

EDO

Akpakpava I

Akpakpava II

Auchi

New Lagos Road

Ramat Park

Uselu Lagos Road

Ambrose Alli University, Ekpoma

Sakponba Dedicated Center

Ugbowo Netpost

EKITI

Ado-Ekiti

ENUGU

Kenyatta

Okpara Avenue I

129, Sapele/warri Road, Ajagodo, Sapele.Phone: (234) 0808 718 0235; (234) 0802 923 3235; (234) 0709 201 9307

Delta Steel Company Complex Phone: (234) 803 757 3473 ; (234) 704 145 0503

6, Effurun/Sapele Road, Warri.Phone: (234) 704 1450 504; (234) 704 145 0073

13 Ogoja Road, AbakalikiPhone: (234) 808 718 0307; (234) 803 779 0317; (234) 808 718 0307

11 Sam Egwu Way, AbakalikiPhone: (234) 704 145 0143; (234) 802 052 3482

55, Akpakpava Road, Benin City. Phone: (234) 803 560 1160

49, Akpakpava Road, Benin CityPhone: (234) 52 895 044

35 Polytechnic Road, AuchiPhone: (234) 703 864 5204;; (234) 802 052 3762

3 New Lagos Road, Benin CityPhone: (234) 702 954 8800; (234) 52 291 536

3, Ikpoba Hill Layout, Ramat Park, Benin CityPhone: (234) 803 716 4747; (234) 52 291 535;

No. 94 Uselu Lagos Road, Benin City Phone: (234) 808 718 0204; (234) 52 291 537

62, Royal Market Road, EkpomaPhone: (234) 803 362 5883 ; (234) 704 145 0520

24 Sakponba Road, Benin CityPhone: (234) 702 954 8800

Ugbowo Post Office, Benin CityPhone: (234) 702 954 8800;

33, New Secretariat Road, Ado-EkitiPhone: (234) 808 718 0308; (234) 803 423 8470

21 Amawbia Street, Uwani Phone: (234) 808 718 0339; (234) 42 290 576

31A Okpara Avenue, EnuguPhone: (234) 803 340 8760 ;(234) 42 290 578


Okpara Avenue II

Ogbete Cash Centre

NACA UNEC

GOMBE

Gombe

IMO

Douglas Road 1

Douglas Road 2

Okigwe

Okigwe Road

Concorde cash center,

Zain Implant

JIGAWA

Jigawa

KADUNA

Junction Road

Ahmadu Bello Way

Ahmadu Bello Way II

KRPC

20B Okpara Avenue, EnuguPhone: (234) 803 312 2061; (234) 42 290 577

Ogbete main MarketPhone: (234) 803 312 2061 (234) 704 145 0368

University of Nigeria, Enugu CampusPhone: (234) 803 340 8760(234) 42 290 578

No. 20/21, New Market Road, Commercial Area, GombeMohammed Inuwa (234) 803 313 9220; (234) 805 417 2931

69 Douglas Road, OwerriPhone: (234) 708 645 8021; (234) 83 430 474

59 Douglas Road OwerriPhone: (234) 83 230 271; (234) 806 876 1990; (234) 83 430 473

92, Owerri Road, OkigwePhone: (234) 808 838 9252

13C Okigwe Road, Owerri Phone: (234) 802 052 3412; (234) 83 430 472

Concorde Hotel ltd, Owerri Phone no is 07041450397

92 Wetheral Road, OwerriPhone: (234) 803 313 5834

Plot C2-RD/UD/SSU2 Layout, Sani Abacha Way, Dutse Phone: (234) 803 470 2091

No. 4 Junction Road, Kaduna South, Kaduna State.Phone: (234) 802 052 3486; (234) 62 290 774

6A, Ahmadu Bello Way, Leventis Stores Building, KadunaPhone: (234) 805 230 9174; (234) 803 300 1933; (234) 62 290 773

22 Ahmadu Bello Way, Opp. 10 Storey, Kaduna.Phone: (234) 803 406 7823; (234) 62 290 776, (234) 704 145 0319-20

KRPC Complex, Km 16 Kachia Road, KadunaPhone: (234) 802 392 8400; (234) 062-290775

NACA Center

KANO

France Road I

France Road II

Ibrahim Taiwo Road

Kano Main

Murtala Mohammed Way

KATSINA

Kofar-Kaura

KEBBI

Birinin kebbi

KOGI

Ajaokuta netpost

LAGOS

Adeniyi Jones

Adeola Odeku

Agudosi

Ahmadu Bello Victoria Island

Airport Road

Ajose Adeogun

Akin Adesola

Ahmadu Bello University,Kongo Compus, ZariaPhone: (234) (234) 805 230 9174; (234) 803 300 1933

No. 5, France Road Sabon Gari I Phone: (234) 805 782 2606; (234) 802 327 3117

36, France Road, Sabon-GariPhone: (234) 704 145 0080; (234) 704 145 0324

NO. 18 Ibrahim Taiwo Road, KanoPhone: (234) 805 471 6463; (234) 702 858 4502

11E Bello Road, Kano, Nigeria. Phone: (234) 808 718 0340; (234) 805 441 7895

13c, Murtala Mohammed Way, KanoPhone (234) 805 782 2606; (234) 802 327 3117

IBB Way, Kofar-Kaura, KatsinaPhone: (234) 65 290 123; (234) 65 290 123;

71, Ahmadu Bello Way, Birnin Kebbi 08037878037

Post Office Building, Township Ajaokuta Kogi StatePhone: (234) 704 145 0083; (234) 708 645 8015; (234) 803 612 9019; (234) 708 956 7218

84, Adeniyi Jones Avenue, IkejaPhone: (234) 802 304 4477; (234) 1 454 4695

54 Adeola Odeku Street, Victoria IslandPhone: (234) 802 357 8911; (234) 1 271 4170-3

No. 1, Agudosi Street, Alaba International Market, Ojo AlabaPhone: (234) 808 718 0202; (234) 1 454 6531, (234) 1 850 4046-7

21, Ahmadu Bello Way, Victoria IslandPhone: (234) 802 290 5809; 01 270 6987

14 International Airport Road, Mafoluku, OshodiPhone: (234) 802 305 1395; 01-4545844

2 Ajose Adeogun Street, Victoria Island Phone: (234) 802 052 3779 ; (234) 1 271 9374

25, Akin Adesola Street, Victoria IslandPhone: (234) 1 279 8053 - 4, (234) 1 271 3366

Allen

Allen II

Ashogbon

Aspamda

Awolowo Road

Balogun

Bishop Aboyade Cole

Broad Street I

Broad Street 2

Chevron

ORILE

Creek Road

Daleko

Eleganza

Enu-Owa

Festac Branch

Gbagada

94 Allen Avenue, IkejaPhone: (234) 802 536 7958; (234) 1 271 9664

Buffalo House, 2, Allen Avenue, Ikeja Phone: (234) 802 561 1711, (234) 805 802 2761; (234) 1 454 4696

No10 Ashogbon Street Idumota LagosPhone: (234) 803 305 9035; 01-8113765

Aspamda, Olusegun Obasanjo Hall, Trade Fair ComplexPhone: (234) 802 052 3542; (234) 1 454 6489

67 Awolowo Road, IkoyiPhone: (234) 01-2805775, 01-2700787

Atiku Abubakar Hall, Trade Fair ComplexPhone: (234) 802 052 3418; (234) 1 4547033

Plot 3, Bishop Aboyade Cole, Victoria Island Phone: (234) 803 303 8084; (234) 1 454 7075, (234) 1 740 6710

130 Broad Street, Lagos IslandPhone: (234) 802 501 2993, (234) 01 271 9569; (234) 01 4544848

137/139 Broad Street, Apongbon, Lagos IslandPhone: (234) 802 313 6340; 01-454-4789

KM 18 Lekki-Epe Expressway, LekkiPhone: (234) 808 718 0275; (234) 1 730 0872-3

KM 85, Lagos Badagry Exp., Coker OrilePhone: (234) 704 145 0268; (234) 802 052 3568; (234) 01 454 6534

No. 4 Creek Road, ApapaPhone: (234) 803 327 0510; (234) 1 454 4790

812/813 Bank Road, Daleko, MushinPhone: (234) 805 455 3716; (234) 1 454 4750

Eleganza Gardens, Shopping Mall, Km 22, Lekki Epe Expressway, AjahPhone: (234) 808 7180 205; 01-7401185

37/43 Enu Owa Street, Idumota, Lagos IslandPhone: (234) 802 300 0663; (234) 1 454 4845

House 22, 2nd Avenue, Festac Town Phone: (234) 1-454 7076, (234) 704 145 0106, (234) 808 718 0285

Plot 228 Gbagada Residential Scheme, Gbagada-Oshodi ExpresswayPhone: (234) 708 645 0864; (234) 1 454 5845


Herbert Macaulay, Sabo

Idi Oro

Idumagbo

Ijaiye

Ikota

Ikorodu Road, Ketu

Ikorodu Road, Anthony

Ikeja GRA

Ilupeju

Ire Akari

Isheri

Ladipo

Point Road

Ligali Ayorinde

Matori

Maza-Maza

MMIA

302, Herbert Macaulay, Sabo, YabaPhone: (234) 808 718 0232, (234) 803 397 9569; (234) 704 145 0633, (234) 1 454 4844

118, Agege Motor Road, MushinPhone: (234) 704 145 0671 2; (234) 803 321 8816; (234) 708 645 8037

74, Iga-Idunganran Street, Lagos IslandPhone: (234) 802 302 7063; (234) 1 454 6485; (234) 1 739 1692

572, Lagos-Abeokuta Expressway, Ajala Bus Stop, IjaiyePhone: (234) 802 313 0572, (234) 8087180352; 01-4548363

Shop F1-F5, Ikota Shopping Complex, AjahPhone: (234) 802 318 7019; (234) 1 738 4462

487 Ikorodu Road, KetuPhone: (234) 808 7180 390; 01-4545900

322A, Ikorodu Road, Elizade/ Toyota Plaza, Anthony Phone: (234) 708 834 2358; 01-4545840

8 Joel Ogunaike Street, Gra, IkejaPhone: (234) 802 052 3483; (234) 01 4545172

1, Bank Lane, IlupejuPhone: (234) 802 340 8475; (234) 01 454 4752

No.1A Ire Akari Estate Road, Ire Akari, Isolo Phone: (234) 803 330 6008 ; (234) 01 454 4996

420 Oba Ogunnusi Road, IsheriPhone: (234) 802 052 3549; (234) 1 454 4992

21, Akinwunmi StreetAguyi Ironsi Shopping Complex, Mushin, LagosPhone: (234) 803 712 4519 ; (234) 1 454 8359

1B Point Road, Polysonic Mall Apapa,Phone: (234) 01-454 6520; (234) 704 145 0608, (234) 704 145 0193

2B Ligali Ayorinde Street, Victoria IslandPhone: (234) 808 718 0284; 01-2805035

97, Ladipo Street, Off Fatai Atere Way, MatoriPhone: (234) 808 717 0283; (234) 1 454 4420

13, Old Ojo Road, Maza-MazaPhone: (234) 802 052 3562,; (234) 1 474 7070

Murtala Muhammed International Airport, IkejaPhone: (234) 708 645 8027; 014545003, 014482022

Oba Akran I

Oba Akran II

Oke-Afa

Nnamdi Azikwe

Ogba

Ogudu

Ojuelegba

Okota

Oke-Arin

OlodiApapa

Oyingbo

Oyin Jolayemi

Seme Border

St Patricks Junction Alaba

St Patrick II Alaba

Ojo Igbede, Alaba

Surulere

19A, Oba Akran Avenue, Ikeja Phone: (234) 802 312 5739; (234) 1 454 4698

19A Oba Akran Avenue, IkejaPhone: (234) 803 328 0611; (234) 704 145 0796

6 Egbe Road, Oke-Afa, Opp. Jakande Housing Estate, IsoloPhone:, (234) 803 330 4595; (234) 704 145 0679, (234) 1 454 5839

100, Nnamdi Azikwe Street, Idumota, lagos IslandPhone: (234) 1 454 4788, (234) 1 815 0422, (234) 704 145 0220

21, Ijaiye Road, Ogba Phone: (234) 704 145 0270, (234) 808 718 0274; (234) 1 454 5837

114 Ogudu GRA RoadPhone: (234) 704 145 0211, (234) 802 346 7449; (234) 01-454 4699

30/32 Ojuelegba Road, YabaPhone: (234) 803 304 2624; (234) 1 454 4930

99B Okota Road, Isolo, OkotaPhone: (234) 802 263 5292; (234) 454 5841, (234) 1 730 2341

No. 7 Sanusi Olusi Street, Oke-ArinPhone: 080-23241737; 01-4544664

17 Apapa Oshodi Expressway, Olodi-Apapa Phone: 0802 321 32 60

22 Herbert Macaulay Street, OyingboPhone: (234) 808 718 0386; (234) 1 454 5476

Plot 1675 Oyin Jolayemi Street, Victoria IslandPhone: (234) 802 312 5317; (234) 1 270 880, (234) 1 270 881

3 Bank Avenue, Seme Border, BadagryPhone: (234) 803 604 5208; (234) 1 454 6907

St. Patricks Junction, Alaba International Market, OjoPhone: (234) 802 223 6919, (234) 803 321 8142; (234) 1 418 2989

3A Ojo-Igbede Road, AlabaPhone: (234) 803 327 5054; (234) 1 454 7031

No 2 Ojo Igbede Road, Alaba Int'l Market, OjoPhone: (234) 704 145 0147, (234) 803 715 1716; (234) 01 4546 535, (234) 01 743 2574

60 Adeniran Ogunsanya, Surulere.Phone234) 802 052 3565; 01-4544763

Tafawa Balewa Square (TBS)

Unilag

Warehouse Road

Warehouse II, Apapa

Wharf Road

Agege Netpost

Berger Cash Centre

Bonny Camp Implant

Festac Dedicated Centre

Herbert Macaulay-Sabo-CAC Implant

Implant

Implant

Multilinks Implant

Multilinks Implant

NAHCO Cash Center

Ogba Cash Center

39B/40 Tafawa Balewa Square (TBS) Complex, Onikan Phone: (234) 808 718 0200; (234) 1 454 4950

Bookshop Building, University of Lagos, AkokaPhone: (234) 802 306 0629; (01-4545836)

2, Warehouse Road, Apapa Phone: (234) 802 052 3745; 01-4544795, (234) 704 145 0621-2,

42/44 Warehouse Road, ApapaPhone: (234) 704 1450 092, (234) 803 300 7893; 014545005

13/15 Wharf Road, ApapaPhone: (234) 808 718 0231; (234) 1 454 4849

Agege Post Office, Old Abeokuta RoadPhone: (234) 704 145 0187, (234) 802 536 7958

MC1 Park, Berger Car Yard, Apapa Oshodi ExpresswayPhone: (234) 704 145 0483

Bonny Cantonment, Victoria IslandPhone: (234) 704 145 0587; 08022905809

Suite 1, 5th Avenue, Between E & G Closes, Festac Town, Lagos Phone: (234) 704 145 0106; (234) 808 718 0285; (234) 704 145 0481

17 Aje Street, Sabo, YabaPhone: (234) 803 397 9569; (234) 704 145 0634

Five Star Hotel, Falomo Shopping Complex, IkoyiPhone: (234) 704 145 0157, (234) 808 718 0208; 01-2805775 / 01-2700787

Royal Air Maroc, Tetrazzini Building, 2 Akin Adesola Street, Victoria IslandPhone: 07041450190, 0802357891101-2714170, 01-2714171, 01-2714172, 01-2714173

Multilinks, Adeola Odeku, Victoria IslandPhone: (234) 704 154 0082, (234) 802 052 3779

Multilinks, Wharehouse Road, ApapaPhone: (234) 704 154 0082, (234) 802 052 3779

NAHCO Cargo Complex, Murtala Mohammed Int'l Airport RoadPhone: (234) 704 145 0154; (234) 802 305 1395

Ogba Shopping ArcadePhone: (234) 704 145 0187, (234) 802 536 7958; (234) 704 145 0647


Ojota Cash Centre

Ojuelegba Implant

SIFAX Teller Implant

TINCAN Cash Centre

OGUN

Agbara

Idiroko

Ita-Eko, Abeokuta

Omida, Abeokuta

Implant

ONDO

Akure

OSUN

OAU NACA

Oshogbo

OYO

Lebanon

Bodija Estate

Agodi

Ojota New Garage, OjotaPhone: (234) 704 145 0211, (234) 802 346 7449

Outpatient block, Psychiatric Hospital, 8 Harvey Road, Yaba

Customs House, Tincan Island Port, ApapaPhone: (234) 704 145 0166, (234) 808 718 0231

TINCAN Island Port, Apapa LagosPhone: (234) 704 145 0166, (234) 808 718 0231

No. 3 Ilaro Road, AgbaraPhone: (234) 704 145 0194; (234) 805 675 0265; (234) 1 872 3434; (234) 1 737 9847

237 Idiroko Road, Opp De United Foods, OtaPhone: (234) 704 145 0643; (234) 708 645 8022; (234) 1 454 4962

Plot 4, Tinubu Street, Ita-Eko, AbeokutaPhone: (234) 803 337 7373;, (234) 704 145 0549-0(234) 39 290 473

No. 75, Awolowo Avenue, Omida, AbeokutaPhone: (234) 704 145 0212; (234) 806 850 4520; (234) 39 290 472

Otta NetpostOta Post Office, Iganmode Road, OtaPhone: (234) 708 645 8022; (234) 704 145 0645

9 Ado/Owo Road, Alagbaka, AkurePhone: (234) 704 145 0218; (234) 708 645 8039; (234) 2 200 1135

Obafemi Awolowo University, Ile-IfePhone: (234) 803 321 9468 (234) 36 220 472; (234) 704 145 0531

KM 4, Gbokan/Ibadan Road, Onward Area, OsogboPhone: (234) 704 145 0066; (234) 803 371 2219

43, Lebanon Street, Old Gbagi, Dugbe, IbadanPhone: (234) 704 146 50133, (234) 802 052 3494; (234) 2 291 1525

No. 2, Odeku Close, Opp. S.S. Peter & Paul Seminary, Bodija, IbadanPhone: (234) 704 145 0246; (234) 802 303 1313; (234) 2 291 1529

Beside Inaolaji Shopping Complex, Agodi Gate, IbadanPhone: (234) 704 145 0257; (234) 805 302 5323; (234) 2 873 6587

New Court Road

Okebola Branch

Iwo road Branch

Bodija Cash Centre

PLATEAU

NACA UNIJOS

Jos I

Jos II

Jos III (AIB)

RIVERS

Ahoada

Asei World Centre

Bonny Mission Road I

Bonny Mission Road II

Bonny King Jaja

Eleme Petrochemical

Fleethouse

Ikwerre Road I

Mothercat

24, New Court Road, Old Gbagi, Dugbe, IbadanPhone: (234) 704 145 0200; (234) 802 352 8420; (234) 2 291 1526

SW8/95A Obafemi Awolowo Way, Okebola, IbadanPhone: (234) 704 145 0245: (234) 802 338 6540; (234) 2 201 3155

122, Abayomi Bus-Stop, Iwo road, IbadanPhone: (234) 808 718 0351 ; (234) 803 201 3561

No. 8, Orisunmbare Street,J.M.R. Motor Building Complex,Bodija Market, Ibadan.Phone: (234) 704 145 0534; (234) 8035786728;

Naraguta Hostel, University Of JosPhone: (234) 803 337 1360; (234) 805 753 9245

No. 17/19 Ahmadu Bello Way, JosPhone: (234) 803 337 1360; (234) 805 753 9245; (234) 73 290 724

46, Ahmadu Bello Way, JosPhone: (234) 704 145 0081; (234) 802 052 3775

No. 35, Ahmadu Bello Way, Jos Phone: (234) 805 776 5322; (234) 803 652 8412

3, Abua Road, AhoadaPhone: (234) 803 547 4074; (234) 812 607 7398 (234) 84 749 849

57, Aba Road, Port HarcourtPhone: (234) 704 145 0161; (234) 808 718 0224

68 Mission Road, Bonny IslandPhone: (234) 802 052 3574

10, New Road, Bonny Island Phone: (234) 803 531 0965

4 King Jaja/Hospital RoadPhone: (234) 802 052 3574

Eleme Express Way, By EPCLPhone: (234) 808 718 0319; (234) 803 313 4754(234) 84 300 584; (234) 84 772 436

Plot 105 Olu Obasanjo Road, Port HarcourtPhone: (234) 802 308 3576; (234) 84 300 588

42, Ikwerre Road, Mile 1, Port HarcourtPhone: (234) 802 052 3416; (234) 84 300 582

Plot 8 Trans-Amadi Industrial Layout, Port HarcourtPhone: (234) 808 718 0226; (234) 84 300 579

Okporo Road

Omoku

Oyigbo I

Oyigbo 2

PRPC, Refinery Eleme 2

Rebisi

Trans Amadi

UNIPORT

Hotel Presidential Cash Center

Onne Cash Center

PPMC Cash Center

NACA Centre

RSUST

Aguma Branch

Azikiwe Branch

Ikwerre Road 2

Aba Road 2 Branch

SOKOTO

Sokoto Main

Sokoto Netpost

53, Okporo Road, By Artillery Bus Stop, Port HarcourtPhone: (234) 704 145 0250; (234) 708 645 8033; (234) 84 300 583

78, Ahoada Road, Onelga, OmokuPhone: (234) 708 645 8034; (234) 703 603 0284

206 Old Aba Road, Oyigbo , Port HarcourtPhone: (234) 808 718 0229; (234) 84 300 575

No. 19 Umuebule Road, Etche Phone: (234) 808 718 0230; (234) 84 300 577

Opp PPMC Depot, Alesa ElemePhone: (234) 802 052 3576; (234) 84 300 585

21B Amaigbo Street, Mile 3, Port HarcourtPhone: (234) 803 323 0212; (234) 84 300 587

13/15 Trans Amadi Layout Port HarcourtPhone: (234) 802 052 3403;

University of Port Harcourt Shopping Complex, Choba Park, Port Harcourt Phone: (234) 84 499 960; (234) 84 485 871

Presidential Hotel, Port HarcourtPhone: (234) 803 539 8615; (234) 704 145 0421

Federal Light Terminal Port, OnnePhone: (234) 704 145 0422; (234) 704 145 0422

PPMC Depot, Alesa-ElemePhone: (234) 704 145 0432

Delta Park, University Of Port HarcourtPhone: (234) 703 122 0954; (234) 704 145 0432

Rivers State University of Science & Technology, SUG ComplexPhone: (234) 808 718 0228; (234) 84 300 586

C/O 142 Ikwerre Road, Port HarcourtPhone: (234) 803 312 3782, (234) 708 336 4917

C/O 142 Ikwerre Road, Port HarcourtPhone: (234) 803 312 8289; (234) 808 586 7883

No 146 Ikwerre Road, Port Harcourt Phone: (234)8051287218, (234)7041450231

27 Aba Road, Port Harcourt, Phone: (234) 803 339 4764

41 Kano Road, Sokoto Phone: (234) 802 890 6478

General Post Office Building, Maiduguri Road, SokotoPhone: (234) 803 300 1933; (234) 805 230 9174; (234) 805 805 8696(234) 802 900 7851; (234) 803 959 1923


OUR VISION

To build a world class Pan-African Bank and to contribute to the economic and financial development of Africa.

OUR MISSION

To provide our Retail and Wholesale customerswith convenient, accessible and reliable banking

and financial products and services.


Notice of Annual General Meeting (AGM) 10

Results at a Glance 11

Chairman’s Address 12

Directors, Professionals, Address etc. 16

Report of the Directors 17

Board of Directors 22

Corporate Governance 27

Statement of Directors’ Responsibilities 31

Auditor’s Report 32

Report of the Audit Committee 34

Statement of Significant Accounting Policies 35

Profit and Loss Account 40

Balance Sheet 41

Statement of Cash Flows 42

Notes to the Financial Statements 43

Financial Risk Analysis 61

Statement of Value Added 76

Five-Year Financial Summary 77

Proposed Resolutions 79

Report of the External Consultant on the Board Appraisal 80

Share Capital History 81

CONTENTS

NOTICE OF AGM


NOTICE IS HEREBY GIVEN that the Twenty Second Annual General Meeting of Ecobank Nigeria Plc will be held at the Shell Hall, Muson Centre Onikan Lagos, on Wednesday June 30, 2010 at the hour of 11a. m. to transact the following business:

1. To receive and consider the Report of the Directors, the Audited Financial Statements as at 31st December 2009, the Auditor’s Report thereon and the Audit Committee's Report.

2. To re-elect Director(s) retiring by rotation.

3. To renew the appointment of the auditors, PricewaterhouseCoopers for a term of one (1) year only from the date of this Annual General Meeting and to authorise the Directors to fix the remuneration of the auditors.

4. To elect members of the Audit Committee for the ensuing year.

To consider and if thought fit to pass the following resolutions:

1. To approve the remuneration of non-Executive Directors not exceeding the sum of N60,000,000 for the 2010 financial year.

2. To appoint Directors in accordance with Article 95(2) of the Company's Articles of Association and Section 249(2) of the Companies and Allied Matters Act.

AGENDA

ORDINARY BUSINESS:

SPECIAL BUSINESS

By Order of the Board

Adenike LaoyeCompany Secretary

Dated this 1st day of June 2010.

PROXY:

CLOSURE OF REGISTER

AUDIT COMMITTEE

A member entitled to attend and vote at the meeting is entitled to appoint one or more proxies to attend and vote in his place. A proxy need not be a member of the company.

A form of proxy is attached and if it is to be valid for the purpose of the meeting, it must be duly executed and deposited at the office of the Secretary, Plot 21 Ahmadu Bello Way, Victoria Island, Lagos not less than 48 hours before the meeting.

For the purpose of attendance at the meeting the register shall close on June 7, 2010.

The Audit Committee usually consists of 3 shareholders and 3 directors. In accordance with Section 359 (5) of the Companies and Allied Matters Act 1990, any shareholder may nominate a shareholder for appointment to the Audit Committee. Such nomination should be in writing and should reach the Company Secretary at least 21 days before the Annual General Meeting.

The Central Bank of Nigeria in its Code of Corporate Governance for banks stipulates that some of the members of the Audit Committee should be knowledgeable in internal control processes, accounting and financial matters.

RESULTS AT A GLANCE

2009 2008 Change

N'million N’million %

At year end

Deposits 243,831 310,714 (22%)

Loans, Leases and Advances 189,719 153,819 23%

Shareholders Funds (Including Deposit for Shares) 73,534 76,826 (4%)

Total Assets 355,662 432,466 (18%)

Total Assets (Plus Contingents) 449,385 605,832 (26%)

For the year

Gross Earnings 59,864 55,156 9%

Interest Income 42,299 33,811 25%

Interest Expense (19,042) (15,419) 23%

Diminution in Assets Values (16,094) (12,497) 29%

Overhead Expenses (30,614) (25,974) 18%

Loss before tax and extra-ordinary item (5,944) (898) (562%)

(Loss)/Profit after tax and extra-ordinary item (4,588) 2,130 (315%)

Other data

Loss Per Share (Basic) (0.64k) (0.03k) (2,033%)

Loss Per Share (Diluted) (0.33k) (0.03k) (1,000%)

Number of Employees (Average) 3,052 2,868 6%

Branches/Business Outlets 256 240 7%



CHAIRMAN’S ADDRESS

Distinguished shareholders, Ladies and Gentlemen. I welcome you to the 22nd Annual General Meeting of our bank and present to you the Financial Statements for the year ended December 31st , 2009.

2009 was a difficult year for the banking industry in Nigeria. The prevailing macro-economic and policy environment resulted in enormous challenges in the financial sector. The Central Bank of Nigeria embarked on significant reforms geared towards sanitization and long term stability in the industry. These reforms, which commenced with a Stress Test on all 24 banks in the country, led to the need for early and prudent recognition of potential loan losses, which consequently impacted on the performance of Banks generally. The Central Bank of Nigeria had to rescue 8 banks. Our bank was certified as healthy.

Financial Results

The Stress Test indeed led to difficulties in the industry with a general lull in the banking industry and attendant aggressive focus on some impaired assets.

Our bank has made significant progress in recovery and we continue to focus aggressively in this respect. To emphasize the importance, we have set up an initiative called TRAC (Troubled Risk Assets Committee) to solely focus on impaired assets. We are to date, pleased with the efforts made and believe that even much more will be achieved.

Despite the significant challenges, our gross earnings grew by 9% from N55.16billion recorded in 2008.

A loss was however recorded for the year due to the need to be prudent in making provisions for non-performing loans.


In spite of the foregoing and very importantly, our Bank is in very good financial health and we continue to be in line with all regulatory indices.

Our staff strength remained stable during the year and we continue to invest significantly in training and developing our people, in order to ensure the best quality of service to our customers and general better performance for the Bank. We also continue to enhance our processes.

You may recall that Ecobank Transnational Incorporated (ETI) our parent company, had placed a Deposit for Shares of about N46 billion with the Bank since December 2008. During the financial year, pursuant to shareholders approval obtained at the last Annual General Meeting authorizing the directors to raise capital by any or a combination of means, the Directors offered 6,661,876,000 shares by way of Special Placing of Shares to Ecobank Transnational Incorporated. The Deposit for shares was accordingly applied and the shares have been allotted with the approval of the Securities & Exchange Commission.

The Special Placing resulted in ETI now holding 85% of the equity of the Bank. In line with its commitment to shareholders at the last Annual General Meeting, the Board applied to the Nigerian Stock Exchange (NSE) for a waiver/deferral of the rule which stipulates that a listed company must make available to the general public shares representing at least 25% of its issued capital. I am pleased to inform you that the NSE graciously granted a deferral of two years within which the Bank may revert to a maximum of 75% holding by one shareholder or comply with the NSE Rule.

People and Processes

Capital

With the Special Placing, our shareholders funds grew to N73.5billion from N31.8billion. This improved the bank's capital adequacy ratio from 10% to 24% while also allowing the bank to do additional business to enhance performance.

Since the last Annual General Meeting, the Board appointed three new Executive Directors namely, Mrs. Ibironke Wilson as Executive Director, Finance and Administration, Mrs. Morenike Adepoju as Executive Director & Regional Head Lagos and West and Ms. Esijolone Okorodudu as Executive Director & Regional Head South-East/South-South. These appointments confirm our determination to focus very closely on performance.

Mr. Oladisun Holloway, who was the Managing Director of the Bank from 1994-2001 was also appointed as a non-Executive Director together with Ms. Evelyne Tall (Group Executive Director, Ecobank Transnational Incorporated, Domestic Business) to enhance the experience of the Board.

Please join me in welcoming them all to the Board.

Chief (Dr.) J. A. Odeyemi, MFR, FCA who was Chairman of the Board from September 2006 retired in March 2010, having attained the age of 70 years in line with our Group Corporate Governance Charter. Mr. Offong Ambah, our Managing Director from March 2006 also stepped down from the Board in March 2010 together with Mr. Arnold Ekpe pursuant to a corporate restructure of the Ecobank Group. We are most thankful for their respective positive contributions to our bank. Mr. Jibril Aku who has been on the Board as Executive Director since April 2006 was appointed as Managing Director to succeed Mr. Offong Ambah.

In March 2010, I was appointed by the Directors as Chairman of the Board to succeed Chief (Dr.) Odeyemi.

Corporate Governance

Corporate Social Responsibility

The Future

Our bank continued to support the empowerment of people within its operating environment. We supported the Season 2 of the Entrepreneur TV Series as a lead sponsor. A total sum of N15million was awarded to 23 persons from various regions of the country to support their entrepreneurial business ideas.

We also extended our support to some State Governments and the Federal Government in the area of enhanced security and other infrastructure.

An initiative - The Ecobank Cares Project was launched primarily to focus on the underprivileged amongst us. It involves staff members' engagement and participation in caring for the underprivileged.

The Ecobank Foundation, the corporate philanthropic arm of the Ecobank Group also partnered with, and supported various communities in Nigeria and across West, Central and East Africa.

For 2010, we are committed to enhanced efficiency which will bring about customer satisfaction while also striving to ensure improved shareholder value.

Our parent company, Ecobank Transnational Incorporated carried out a general corporate restructure across the Ecobank Group, having significantly achieved its strategy of geographical spread across Africa. Indeed we are now the true Pan African Bank.

Further to the new strategy, the Group is now structured along business lines to ensure clear focus and drive on business and consequently improved performance. We are repositioning ourselves for significant improvement in our overall performance and accordingly we are simplifying our processes, repackaging and developing new products and focusing on improved efficiency to surpass the expectations of our customers.

Our brand transformation which commenced in 2009 will be completed in 2010. The transformation is epitomised in a new corporate logo embodying the history of the Ecobank Group as a pioneering institution in West Africa and reflects our commitment to our ideals.

Dear Shareholders, I must extend the sincere appreciation of the Board to you our shareholders, our customers and regulators for continued support, understanding and co-operation.

I would also like to thank our management and staff for their contributions and urge them to continue to focus on prosperity for our bank.

The future, I believe is bright. I am encouraged by the positive reforms in the industry and the renewed and re-vigorated direction of our Bank. I am assured that we will transform our bank to an enviable position.

Thank you all.

The Olor'ogun (Dr.) Sonny Kuku, OFR

Conclusion



DIRECTORS

COMPANY SECRETARY

REGISTERED OFFICE

REGISTRARS

INDEPENDENT AUDITORS

The Olor ogun Sonny F Kuku OFR – Chairman (with effect from March 2010)

Alhaj Mua zu Anache – Non Executive DirectorChief Michael Ade.Ojo OON – Non Executive Director Chief Wilfred Belonwu – Independent DirectorGiwa BisiRodipe – Non Executive DirectorDr (Mrs.) E Nadu Denloye – Independent DirectorMr. Edouard Dossou-Yovo – Non Executive DirectorMr. Oladisun Holloway – Non Executive Director Ms. Evelyne Tall – Non Executive Director (Designate)Jibril Aku – Managing DirectorFoluke Aboderin – Executive DirectorOluwagbemiga Kuye – Executive DirectorIbironke Wilson – Executive DirectorMorenike Adepoju – Executive DirectorEsijolone Okorodudu – Executive Director

Adenike Laoye

Plot 21 Ahmadu Bello Way Victoria Island Lagos Nigeria

EDC Secur ties Limited 137 139 Broad Street Lagos Nigeria T 2983 7738284, 4610347,7301260 7301261 Fax 01-461 0345

PricewaterhouseCoopers Chartered Accountants)

Plot 252E Mur Okunola Street V ctoria Is and Lagos Nigeria

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DIRECTORS, PROFESSIONALS, ADDRESS


The Directors are pleased to submit their report together with the financial statements for the year ended 31 December 2009.

2008N'million

The (Loss)/Profit of the Companyafter providing for Taxation was 2,130Transfer to Statutory Reserve 639

Transfer to retained Earnings 1,491

The Company, which was incorporated on October 7, 1986 as a Public Limited Liability Company, commenced business on April 24, 1989.

The Company is engaged in the business of Universal Banking.

1. The names of the current directors are listed on page 16 of this Annual Report.

2. Since the last Annual General Meeting (AGM), the following changes took place on the Board of Directors:

Chief (Dr.) J. A. Odeyemi, MFR, FCA, who was Chairman of the Board, voluntarily retired from the Board and Olor'ogun (Dr.) Sonny Kuku, OFR was appointed as the Chairman of the Board. Mr. Arnold Ekpe and Mr. Offong Ambah also stepped down from the Board pursuant to a new corporate structure by the Ecobank Group.

Mr. Oladisun Holloway and Ms. Evelyne Tall (Group Executive Director, Ecobank Transnational Incorporated) were appointed as non-Executive Directors.

1. RESULTS 2009N'million

(4,588)–

(4,588)

2. LEGAL FORM

3. PRINCIPAL ACTIVITIES

4. DIRECTORS

The following Executive Directors were also appointed: Mrs. Ibironke Wilson, Mrs. Morenike Adepoju and Ms. Esijolone Okorodudu.

Mr. Jibril Aku who had been an Executive Director since 2006 was elevated to the position of Managing Director to replace Mr. Offong Ambah, who was elevated to Group Executive Director, Ecobank Transnational Incorporated, responsible for Ecobank Capital.

3. In accordance with Article 93 of the Bank's Articles of Association, Chief Wilfred Belonwu and Dr. (Mrs.) Nadu Denloye retire by rotation and being eligible, offer themselves for re-election.

Chief Michael Ade.Ojo, OON and Giwa BisiRodipe who are 70 years and above will be retiring from the Board at the Annual General Meeting.

31 March 2010 27 April 2009

Direct Indirect Direct IndirectChief (Dr.) J. A. Odeyemi, MFR, FCA 4,166,933 - 4,166,933 -

Olor'ogun S. F. Kuku, OFR 3,469,221 - 3,469,221 -

Chief Michael Ade.Ojo, OON 25,447,328 - 25,447,328 -Alhaji Mua'zu Anache 167,237 - 167,237 -

Chief Wilfred Belonwu 100,000 666,666 100,000 666,666

Dr. (Mrs.) Nadu Denloye - - - -

Mr. Edouard Dossou-Yovo - - - -Mr. Oladisun Holloway 8,740,854 - 8,740,854 -

Giwa BisiRodipe 66,666 - 66,666 -Arnold Ekpe - - - -

Offong Ambah - - - -

Jibril Aku 375,000 - 375,000 -Foluke Aboderin - - - -

Morenike Adepoju - - - -Oluwagbemiga Kuye - - - -

Esijolone Okorodudu - - - -Ibironke Wilson - - - -

CURRENT HOLDINGS OF DIRECTORS/IMMEDIATE FORMER DIRECTORS

REPORT OF THE DIRECTORS

5. DIRECTORS’ RESPONSIBILITIES

6. ANALYSIS OF SHAREHOLDING

Share Range Number of Shareholders % of Shareholder Number of Holdings % Shareholding

1 - 1,000 15,704 17.9976 7,582,553 0.05461,001 - 10,000 53,172 60.9379 223,145,519 1.6077

10,001 - 100,000 16,492 18.9008 460,715,941 3.3193100,001 - 1,000,000 1,690 1.9368 421,457,838 3.0365

1,000,001 - 10,000,000 176 0.2017 499,258,482 3.597010,000,001 - 100,000,000 21 0.0241 459,703,513 3.3120

100,000,001 - 1,000,000,000 1 0.0011 11,808,087,796 85.0730 TOTAL : 87,256 100.0000 13,879,951,642 100.0000

These figures are as at 31 March 2010.

In accordance with the provisions of sections 334 and 335 of the Companies and Allied Matters Act (CAMA) 1990 and Sections 24 and 28 of the Banks and Other Financial Institutions Act 1991 as amended, the Directors are responsible for the preparation of Annual Financial Statements.

These responsibilities include ensuring that:

(a) adequate internal control procedures are instituted to safeguard assets, prevent and detect fraud and other irregularities;

(b) proper accounting records are maintained;

(c) applicable accounting standards are followed;

(d) suitable accounting policies are used and consistently applied;

(e) the financial statements are prepared on a going concern basis, unless it is inappropriate to presume that the company will continue in business.

Authorized Capital: 30,000,000,000Quantity Issued : 13,879,951,642


7. SUBSTANTIAL INTEREST IN SHARES 31 December 2009 31 December 2008% %

Ecobank Transnational Inc. 5,146,211,796 71 5,146,211,796 71Nigerian Citizens and Associations 2,071,863,846 29 2,071,863,846 29

7,218,075,642 100 7,218,075,642 100

During the financial year, the Directors pursuant to shareholders approval authorizing the directors to raise capital by any or a combination of means offered 6,661,876,000 shares by way of Special Placing of Shares to Ecobank Transnational Incorporated (ETI). The shares were allotted with the approval of the Securities & Exchange Commission on February 2, 2010. In view of the fact that ETI now holds 85% of the equity of the Bank, the Board applied to the Nigerian Stock Exchange (NSE)for a waiver/deferral of the rule which stipulates that a listed company must make available to the general public shares representing at least 25% of its issued capital. The NSE graciously granted a deferral of two years within which the Bank may revert to a maximum of 75% holding by one shareholder or comply with the NSE Rule.


The present shareholding structure as at March 31, 2010:Ecobank Transnational Inc 11,808,087,796Nigerian Citizens & Associates 2,071,863,846

13,879,951,642

Movements in fixed assets during the year are shown in note 18 on page 51. In the opinion of the Directors, the market value of the Company's properties is not less than the value shown in the Financial Statements.

On January 6 2010, the Board of Directors approved the allotment proposal of the Joint Issuing houses for 6,661,876,000 ordinary shares of N0.50k each arising from the Special Placing in favour of Ecobank Transnational Incorporated.

8. Donations and contributions made by the Bank during the year amounted to N10,912,255.33

DESCRIPTION AMOUNT (N)

9. FIXED ASSETS

10. POST BALANCE SHEET EVENTS

11. EMPLOYMENT AND EMPLOYEES

Employment of Disabled Persons

Employee Involvement and Training

1 ECOBANK CARES PROJECT 4,614,555.33 2 KULA COMMUNITY (CHOLERA OUTBREAK) 1,500,000.00 3 UNIVERSAL MEDICAL FOUNDATION 1,000,000.00 4 KINGS COLLEGE OLD BOYS ASSOC 1,000,000.00 5 IFEOLUWA ADEYEMI FOR KIDNEY TRANSPLANT 1,000,000.00 6 ADETOYE ADEBAYO ADELEYE FOR IDIOPATHIC THORACIC SCOLIOSIS 697,700.00 7 THE COMMITTEE OF CHIEF INSPECTORS OF BANKS 650,000.00 8 ST SAVIOURS SCHOOL IKOYI 250,000.00 9 BAPTIST MISSION SCHOOLS 200,000.00

10,912,255.33

It is the policy of the Company that there should be no discrimination in considering applications for employment including those from disabled persons. All employees are given equal opportunities for self development. As at December 31, 2009, one disabled person was in the employment of the Company.

The Company is committed to keeping employees fully informed as much as possible regarding the Company’s performance and progress, and seeking their views wherever practicable on matters, which particularly affect them as employees.

Management, professional and technical expertise are the Company's major assets and investment in their further development continues.

Training is carried out from entry level through various levels with both in-house and external courses.


Health and safety regulations are in force within the Company's premises and employees are aware of safety regulations. The Company provides subsidies for all employees for medical, transportation, housing and lunch. Incentive schemes designed to meet the circumstances of each individual are implemented wherever appropriate, and some of these include bonuses, salary review, promotion, use of health management organizations for medical and gratuity for long service.

Pursuant to Section 359(4) of the Companies and Allied Matters Act, 1990, the Company had in place an Audit Committee comprising three shareholders and three directors as follows:

Pastor Oyelakin Awobode (Chairman)Ms. Bosede BensonMr. Ayodele OgundejiAlhaji Mua'zu AnacheChief Wilfred BelonwuMr. Oladisun Holloway

The functions of the Audit Committee are as contained in Section 359(6) of the Companies and Allied Matters Act 1990.

BY ORDER OF THE BOARD

ADENIKE LAOYECOMPANY SECRETARYLAGOS, NIGERIAMAY 2010

Health, safety at work and welfare of employees

12. AUDIT COMMITTEE


The Olor' ogun (Dr.) Sonny Folorunsho Kuku, OFRChairman since March 2010, Non Executive Director since 2004

Born 1944, Dr. Kuku is a renowned Physician, Scholar and Administrator. He has been Joint Chief Medical Director and Chairman at EKO Hospital (Ekocorp Plc) which he co-founded in 1978.

Dr. Kuku has also been a Trustee and a Distinguished Fellow of the National Postgraduate Medical College of Nigeria, President and Trustee West African College of Physicians. A past Chairman of the Committee of Pro-Chancellors of State Universities and Committee of Chairmen of the Federal Tertiary Hospitals, he was a recipient of the First Distinguished Alumnus Award University of Lagos and Ambassador of Goodwill Award, City of Freetown. The first African Master of the American College of Physicians, he is a Fellow of the prestigious Nigerian Academy of Science. He was a Director of Midas Merchant Bank and is Chairman of Midas Stockbrokers Limited. He was the Chairman of the Human Capital Policy Commission of the Nigerian Economic Summit Group. He is an Officer of the Order of the Federal Republic (OFR).

Dr. Kuku is currently the President, King’s College Old Boys Association and Chairman, Board of Management University College Hospital Ibadan. He joined the Board of Ecobank Nigeria Plc in 2004 ad was appointed Chairman in March 2010.

Alhaji Muazu AnacheNon-Executive Director since 2005

Born 1954, Alhaji Anache is a non-Executive Director. He obtained a National Certificate of Education from the Advanced Teachers College, Minna, Niger State in 1978 and a Higher National Certificate in Accounting from the Dundee College of Commerce, Scotland in 1982. He joined the Board of the Bank in March 2005. Alhaji Anache is a member of the Institute of Chartered Secretaries and Administrators and was for a long time with the Niger State Development Company Limited as the General Manager Administration/ Company Secretary. Alhaji Anache is a Director of the Niger State Supply Company Limited.

PROFILE OF DIRECTORS OF ECOBANK NIGERIA PLC as at April 2010

Jibril Aku (Managing Director)Director since 2006

Born 1960, Mr. Jibril Aku has over 24 years banking experience with 16 years spent in senior management level. His banking career has included key positions in Capital Markets, Foreign Exchange and Treasury Management. Mr Aku at one time served two terms as director of Nigeria Inter-bank Settlement Systems (NIBSS) and various subsidiaries of Afribank Group including Afribank International Limited (Merchant Bankers) and ANP International Finance, Dublin, Ireland. Mr . Aku is a former President of the Money Market Association of Nigeria (MMAN) and currently serves as Chairman of the NIBOR Committee of the Association. Prior to joining Ecobank in 2006, he worked for Nigeria International Bank Limited (Citibank) and later with Afribank Nigeria Plc as Executive Director in charge of Operations & Information Technology. He holds Bachelors and Masters Degrees in Business Administration.

Jibril Aku was Executive Director responsible for the Bank's Treasury & Financial Institutions Group amongst others from April 2006 to March 2010. He was elevated to the position of the Managing Director of the Bank in March 2010.


Chief Wilfred A. Belonwu Independent Director since 2006

Born 1942, Chief Belonwu is a distinguished accountant and graduate of the University of Nigeria, Enugu Campus. He is a fellow of the Association of National Accountants of Nigeria.

From 1974 to December 2005, Chief Belonwu worked in different positions in Mobil Producing Nigeria Unlimited (MPN) and Mobil Oil Corporation New York. He was Executive Director Finance/Chief Financial Officer and rose to the position of Vice-Chairman of MPN a position he held between January 2004 and December 2005 when he retired.

Chief Belonwu has had extensive experience in financial analysis, internal audit and financial control. He has brought over 31 years experience in a major international conglomerate to Ecobank.

Chief (Dr.) Michael Ade. Ojo, OON, FNIMNNon-Executive Director since 2006

Born 1938, Chief Ade. Ojo is a distinguished graduate of Business Administration. He founded the highly successful Elizade Group of Companies in 1971 of which he is the Executive Chairman. He is a director in Eterna Oil & Gas, Chairman of the Board of Custodian & Allied Insurance Co., Toyota (Nigeria) Limited, Baun Limited, Imperial Telecommunications Limited and Moorhouse Sofitel Hotel.

He is a recipient of a number of awards both at home and abroad. He was awarded the National Honour of Officer of the Order of the Niger (OON) in 2005.

Ms. Evelyne Tall Non-Executive Director since 2010

Born 1958, Evelyne Tall is the Executive Director, Ecobank Transnational Incorporated responsible for Domestic Business. She started her banking career in 1981 with Citibank in Dakar. She left Citibank to join Ecobank Mali as Deputy Managing Director in 1998, and was made Managing Director in 2000. She was later transferred to Ecobank Senegal as Managing Director in 2000. She was appointed Regional Head of the UEMOA Zone in October 2005. Evelyne Tall holds a Bachelor’s degree in English (Dakar) and a Diploma in International Trade, Distribution and Marketing from the Ecole d’Administration et de Direction des Affaires, Paris.


Giwa BisiRodipe, FNIMNon-Executive Director since 2006

Born 1939, Giwa BisiRodipe is the Chairman/Chief Executive of Bisrod Furniture Company Limited, a company which he set up since 1975. He was the President of the Ijebu Chambers of Commerce & Industry from 1985-1986 and before then was the Deputy President. He has also served as the President of the Ogun State Council of Chambers of Commerce, Industry, Mines & Agriculture, Chairman Board of Governors, Technical College, Ijebu-Ode. Giwa BisiRodipe served as a director on the Board of Ecobank Benin from 1996 to 2006, a past director of the National Fertiliser Company of Nigeria(NAFCON), Chairman of Ogun State Markets Development Board and Ogun State Agric Development Corporation. Giwa BisiRodipe is the Chairman of the Association of shareholders of Ecobank Transnational Incorporated (1996 to date). He is a highly respected businessman.

Dr. (Mrs.) Elizabeth Nadu Denloye Independent Director since 2006

Born 1956, Dr. Denloye is a PhD holder in Electronic Engineering from the University of Hull. She co-founded Telnet Nigeria Limited in 1987 and was Managing Director of Telnet Network Services in 1997 and later Group Managing Director of Telnet Group between 2000 December 2006. She still remains a non-Executive Director on the Board of Telnet Group.

She is a fellow of the Nigerian Society of Engineers and a member of the Association of Professional Women Engineers of Nigeria. She is a director on the Board of Techinvest Limited, LEAP Africa and a member of the Advisory Board of EDS of the LBS-Pan African University.

Mr. Oladisun Holloway Non-Executive Director since 2009

Born 1955, Mr. Oladisun Holloway is currently the Chairman and Chief Executive Officer of EOF Investments Nigeria Limited. He is an Economist and a Financial Consultant. Mr. Holloway was recently the Chairman of the Planning Committee of Inaugural Lagos Carnival, and was also the Chairman of the 2009 Eyo Festival Planning Committee.

Between 1993-1994, he was Deputy Managing Director of Ecobank Nigeria after which he became Managing Director from 1994-2001. He remained with the Ecobank Group as Managing Director of Ecobank Development Corporation, Togo between 2001-2005 after which he retired from the Group.

Mr. Holloway worked with International Merchant Bank (IMB), Mobil Oil Corporation, New York and Colgate Palmolive, New York before joining Ecobank Nigeria as one of the pioneer staff in 1989.

Mr. Holloway has a Bachelor Degree in Economics (Summa Cum Laude)from Morehouse College, Atlanta and an MBA Finance and International Business from Columbia University.

He is married with children.


Edouard Virgile Dossou-YovoNon-Executive Director since 2009

Born 1949, Mr. Dossou-Yovo has a Masters Degree and PHD in Commercial Law. He worked with Banque Paribas Group France for 10years as Investment Advisor and Legal Counsel.

Since leaving Banque Paribas Group, from 1990 to date, Mr. Dossou-Yovo has been operating his own Company, Cabinet International Ingenierie Financiere Assitance Juridique et Gestion (CIIFAG).

Mr. Dossou-Yovo has brought his wealth of experience in international banking as well as the Law to Ecobank Nigeria Plc as a non-Executive Director. He is from the Republic of Benin.

Foluke AboderinExecutive Director since 2007

Born 1961, Ms. Aboderin is a Chartered Accountant and also holds a first degree in Economics. She joined Ecobank in March 2007.

A seasoned banker, her banking experience spans 25 years, managing the relationships of Multinationals and Top-tier Local Corporates operating in key sectors of the economy. She has attended several Citibank courses locally and abroad and she performed a short-time assignment in Citibank South Africa. Before working with Citibank, she started her banking career at First City Merchant Bank (now First City Monument Bank) where she worked in the Corporate Finance and Corporate Banking Departments of the bank for over ten years.

Foluke Aboderin is also a Group Head, Corporate Banking, Ecobank Group.

Oluwagbemiga KuyeExecutive Director since 2009

Born 1967, 'Gbenga Kuye has over 19 years of local and international banking experience with over 10 years at senior management level. His banking career has included key positions in Human Resources, Trade Operations, Sales & Trading Operations, Branch Operations, Internal Control, Audit - Risks & Reviews, Customer Services, Process Improvement, Technology and overall Country supervision. Gbenga spent the bulk of his career in Citigroup where he rose to become the Vice President responsible for Central Africa Operations and Technology and Deputy Chief Executive Officer for Citigroup Cameroon. He left Citigroup in 2006 to join United Bank for Africa where he held several positions namely Head of Group Operations, Acting Head of Group Operations and Technology and Chief Operating Officer for about 75% of the UBA Group. Gbenga holds First Class honors degree in Chemical Engineering from University of Lagos and is also a graduate of the prestigious Citigroup Executive Leader program. He is a member of the Chartered Institute of Bankers and Nigerian Society of Chemical Engineers.Gbenga Kuye is responsible for the Bank's Operations and Technology Group.


Morenike Adepoju Executive Director since 2010

Born 1960, Morenike Adepoju is a graduate of the University of Ife, now Obafemi Awolowo University Ile Ife Nigeria (June 1981); she holds a Masters in Fine Arts Degree in Management from Brooklyn College of the City University of New York (June 1985) and a certificate in Advanced Management from the Lagos Business School (June 2004).

A banker with over 21 years experience, Morenike worked at Intercontinental Bank as a pioneer staff and joined Ecobank Nigeria in March 1996 serving in various capacities including Branch Manager, Head of Consumer and Cards Business, and Head of Branch Network in Ecobank Benin (April 2005). She also served as Regional Head of Retail Bank for 8 French Speaking West African Countries UEMOA Region prior to being posted to Ecobank Liberia as Managing Director in January 2007 for three years. She assumed responsibility as Regional Head Lagos and South West and Executive Director of Ecobank Nigeria in March 2010.

Morenike Adepoju is happily married with children.

Ibironke Wilson Executive Director since 2009

Born 1961, Ronke is a graduate of Economics and also holds a Masters Degree in Business Administration. She is a member of the Institutes of Chartered Accountants of Nigeria and Ghana. She started her career with Coopers and Lybrand, Lagos where she worked for more than 10 years. With over 14 years in the banking industry, Ronke has held key management positions including Finance, Investment Banking and Human Resources. She was the Ecobank Group Chief Human Resources Officer between 2006 and October 2009.

She was appointed as Executive Director, Finance & Administration in October 2009.

Esijolone Okorodudu Executive Director since 2010

Born 1962, a banker with 23 years of banking experience spanning many countries in the Pan African region. Currently the Executive Director, South-South and South-East, Ecobank Nigeria.

Before her current responsibility, she played significant executive roles in the Ecobank Group spanning West, Central, Eastern and Southern Africa. As part of her professional journey, Jolone held different executive positions amongst which were: Managing Director of Ecobank Liberia, Managing Director of the Retail Bank for the Group and Managing Director, Ecobank Gambia. She has also worked in Ghana, Togo, Niger, Mali and Cote-d' Ivoire. In addition, she played a significant role in being responsible for the Regional Rapid Transfer product which today is the Group's flagship product, facilitating trade in the Pan-African regional space.

Ms. Esijolone Okorodudu is one of the pioneer staff of Ecobank Nigeria. Before joining Ecobank in 1989, she worked with Citibank Nigeria.


COMMITMENT TO CORPORATE GOVERNANCE

1. Board Composition

2. Role of the Board

The Board continues to be fully committed to the Ecobank Group Corporate Governance Charter, all Regulatory Codes of Corporate Governance, the Bank's Articles of Association, the Companies & Allied Matters Act, as well as international corporate governance best practice.

As at December 31, 2009, the Board comprised fifteen (15) Directors: ten (10) non-executive, and five (5) executive directors.

The Bank is in compliance with the CBN Code of Corporate Governance regarding the appointment of a minimum of two (2) independent non-executive directors. The independent directors are Dr. (Mrs.) Nadu Denloye and Chief Wilfred Belonwu.

The Bank's Directors all have varied backgrounds in their respective successful professional fields, namely economics, accounting, banking, management, medicine, engineering, technology etc.

Fundamental to the guiding principles of Ecobank is that all power belong to the shareholders.

The role of the Board is well documented in the Ecobank Group Corporate Governance Charter.

The role however continues to evolve with the ever changing dynamics in the banking industry and corporate world with high expectations in terms of good corporate governance. The Board is well prepared in this regard and it receives continuous training on

corporate governance. The Board's oversight of the operations and activities of the Bank is carried out transparently without undue influence or over-bearance.

The Bank rendered monthly returns to the CBN on the status of its compliance with the CBN Code of Corporate Governance. The Bank is in compliance with the terms of the Code.

During the 2009 financial year, the Board delegated some of its responsibilities to the following Committees:

* Approval of credits outside management's limit* Approval of insider-related transactions/credits* Review of remedial accounts/past due

obligations/classified accounts* Approval of accounts to be written-off and any

other related matters* Approval of exceptions to credit policy* Review of periodic reports and assessment of

portfolio performance

Committee Composition: Chief Wilfred Belonwu - ChairmanGiwa BisiRodipeDr. (Mrs.) Nadu DenloyeOffong Ambah

3. Compliance with the Central Bank of Nigeria (CBN) Code of Corporate Governance

4. Board Committees

i. Board Credit Committee

Responsibilities

CORPORATE GOVERNANCE


ii. Board Governance Committee

Responsibilities

iii. Board Risk Committee

Responsibilities

* All Corporate governance issues and assessment of compliance

* Human Resources matters, including employment, termination of employment and review of performance appraisal of Assistant General Managers and above, staff salary changes and consideration of appointment of directors and their emoluments

* Information Technology* Board appointments/emoluments

Committee Composition:Olor'ogun S. F. Kuku, OFR Chairman (up to March

2010)

Chief Michael Ade.Ojo, OONDr. (Mrs.) Nadu Denloye

* Review and recommend changes to the Board as needed to ensure that the Bank has in place at all times, a Risk Management Policy

* Approve and recommend risk tolerance levels, limits and metrics.

* Review on an annual basis risk assessment prepared by management that identifies and evaluate all material risks.

* Provide oversight to ensure that the risk management monitoring and reporting functions in the Bank are independent of business line or risk-taking processes.

* Discuss and evaluate the Bank's risk exposures in light of current market conditions, established risk limits, operating performance and other relevant factors.

* Review report that monitor compliance with risk parameters established by regulation or Bank policy and measure the adequacy of risk monitoring, testing and governance.

* Inform the Board of the status of risk exposures and risk management processes in the Bank.

* Oversee the Bank's risk framework and controls, and monitor the activities of the management level risk committees.

* Periodically review and approve proposals regarding financial, investment, credit and operating risk management strategies and key decisions of the management level risk committees.

Committee Composition:

Dr. (Mrs. Nadu Denloye - Chairman Chief Wilfred Belonwu Giwa BisiRodipeOffong Ambah

* Review and assessment of all internal and external audit reports.

* Review and monitoring of internal control and ensuring effectiveness of controls

* Review of frauds and forgeries* Review of the Bank's compliance requirements* Liaising with auditors and management* Ensuring compliance with all applicable laws and

regulations, as well as operating standards* Review of the Bank's financial performance* Review of capital expenditure and operating

expenses

Committee Composition:

Alhaji Mua'zu Anache ChairmanChief Wilfred BelonwuOlor'ogun S. F. Kuku, OFR (up to March 2010)

Mr. Oladisun Holloway (from March 2010)

In compliance with Section 359 (6) of the Companies and Allied Matters Act (CAMA) 1990, an Audit Committee comprising three (3) representatives of shareholders elected annually at Annual General Meetings (AGM), and three (3) non-executive directors, is in place. The responsibilities of the Committee are as contained in the CAMA.

The members representing shareholders during the year are Pastor Oyelakin Awobode (Chairman), Ms. Bosede Benson and Mr. Ayodele Ogundeji. The other three (3) members, who are directors of the Bank are Alhaji Anache, Chief W. Belonwu and Mr. Oladisun Holloway. Mr. Holloway replaced Olor'ogun S. F. Kuku, OFR in March 2010 when Olor'ogun Kuku was appointed Chairman of the Board.

iv. Board Audit & Compliance Committee

Responsibilities

v. Statutory Audit Committee


5. Frequency of Meetings

Meetings of the Board and its Committees are usually held quarterly, but may be convened at any time whenever the need arises. The Statutory Audit Committee usually meets prior to the commencement of the audit and subsequently to review, consider and assess the audited accounts. Other meetings may also be held as necessary.

The Board and its Committees met as follows:

Board/Committees Meetings No. of Meetings

Board of Directors 4Board Credit 4Board Risk 3Board Governance 4Board Audit & Compliance 4Statutory Audit Committee 2

During the year under review, management was supported by the following Management Committees

i. Executive Management Committee, chaired by the Managing Director

ii. Human Resources Committee, chaired by an Executive Director

iii Assets and Liabilities Committee, chaired by the Managing Director

iv. Disciplinary Committee, chaired by an Executive Director

v. Doubtful Debt Recovery Committee, chaired by the Head of Risk Management Group

vi. Information Technology Steering Committee, chaired by an Executive Director

vii. Risk Management Committee chaired by the Managing Director

6. Attendance at Board and Committee Meetings

Attendance at Board Governance Committee Meetings

Attendance at Board Credit Committee Meetings

The Board of Directors convened four (4) times during the year

S/N Directors Total No.Attended

The Committee convened four (4) times during the year.




1. Chief (Dr.) J. A. Odeyemi, MFR, FCA 42. Olor'ogun S. F. Kuku, OFR 43. Alhaji M. Anache 44. Chief M. Ade.Ojo, OON 35. Chief W. Belonwu 46. Giwa BisiRodipe 47. Dr. (Mrs.) Nadu Denloye 48. Arnold Ekpe 49 Mr. Edouard Dossou-Yovo *Appointed April 2009 310 Mr. Oladisun Holloway *Appointed October 2009 111. Offong Ambah 412. Jibril Aku 413. Foluke Aboderin 414 Oluwagbemiga Kuye 415. Ibironke Wilson *Appointed October 2009 1

1. Olor'ogun S. F. Kuku, OFR 42. Dr. (Mrs.) Nadu Denloye 43. Chief M. Ade.Ojo, OON 1

1. Chief W. Belonwu 42. Dr. (Mrs.) Nadu Denloye 43. Giwa BisiRodipe 44. Offong Ambah 4



1. Alhaji Muazu Anache 42. Chief Wilfred Belonwu 43. Olor'ogun Sonny F. Kuku, OFR 3

The Committee convened three (3) times during the year

1. Dr. (Mrs.) Nadu Denloye 32. Chief Wilfred Belonwu 33. Giwa BisiRodipe 34. Offong Ambah 3

The Committee convened twice during the year. Effective 2010, the Committee will convene at least three (3) times.


1. Pastor (Dr.) Oyelakin Awobode 22. Ms Bose Benson 23. Mr. Ayodele Ogundeji 24. Alhaji Muazu Anache 25. Chief Wilfred Belonwu 26. Olor'ogun Sonny F. Kuku, OFR 2

The Bank in the ordinary course of business entered into contracts with some companies related to directors. All the contracts were done on arms-length basis and have been duly performed.

Attendance at Board Audit & Compliance Committee Meetings

Attendance at the Board Risk Committee Meetings

Attendance at the Statutory Audit Committee Meetings

7. Related Party Transactions



The contract relates to:

Purchase of Toyota brand of vehicles from Elizade Nigeria Limited (related to Chief Ade.Ojo). The director with whose company the contracts were entered into fully formally declared his interest in the said company.

The Bank is conscious of, and promotes shareholder rights. It continues to take necessary steps to ensure same. The benefits from contributions, advice and wisdom from shareholder members of the Statutory Audit Committee remain invaluable.

In line with our commitment to instilling best corporate governance practices in the institution and in compliance with regulatory requirements, all stake holders are i n v i ted t o repo r t any conce rn abou t a threatened/suspected or actual breach of any corporate governance requirement to this special e-mail address: [email protected] or telephone hotline number 234-1-7613792 for the attention of the Bank's Chief Compliance Officer or the Company Secretary.

Similarly, in order to ensure independence and integrity of our Whistle-Blowing process, the Bank currently subscribes to the KPMG Ethics Line, an independent Whistle-Blowing procedure which ensures anonymity of the whistle-blower and effective handling of issues reported. All stakeholders are enjoined to utilize the L i n e . T h e e - m a i l a d d r e s s i s [email protected]. Toll free hotlines: 07030000026, 0700000027, 08088118888, 08088228888

We shall continue to entrench best international standards on corporate governance in our operations and activities. Our commitment is firm and unyielding.

May 2010

8. Shareholder Participation

9. Whistle-Blowing


STATEMENT OF DIRECTORS’ RESPONSIBILITIES

The Companies and Allied Matters Act and the Banks and Other Financial Institutions Act, require the directors to prepare financial statements for each financial year that give a true and fair view of the state of financial affairs of the Bank at the end of the year and of its profit or loss. The responsibilities include ensuring that the Bank:

a keeps proper accounting records that disclose, with reasonable accuracy, the financial position of the Bank and comply with the requirements of the Companies and Allied Matters Act and the Banks and Other Financial Institutions Act;

b establishes adequate internal controls to safeguard its assets and to prevent and detect fraud and other irregularities; and

c prepares its financial statements using suitable accounting policies supported by reasonable and prudent judgements and estimates, and are consistently applied.

The directors accept responsibility for the annual financial statements, which have been prepared using appropriate accounting policies supported by reasonable and prudent judgements and estimates, in conformity with the:

– Nigerian Statements of Accounting Standards; – Prudential guidelines for licensed banks; – Relevant circulars issued by the Central Bank of

Nigeria;– Requirements of the Banks and Other Financial

Institutions Act; and – Requirements of the Companies and Allied Matters

Act

The directors are of the opinion that the financial statements give a true and fair view of the state of the financial affairs of the Bank and of its profit and cash flows. The directors further accept responsibility for the maintenance of accounting records that may be relied upon in the preparation of financial statements, as well as adequate systems of internal financial control.

Nothing has come to the attention of the directors to indicate that the Bank will not remain a going concern for at least twelve months from the date of this statement.

Olor’ogun (Dr.) Sonny Kuku, OFR Jibril Aku(Chairman) (Chief Executive Officer)

12 April 2010


Report on the financial statementsWe have audited the accompanying financial statements of Ecobank Nigeria Plc which comprise the balance sheet as of 31 December 2009, the profit and loss account and the statement of cash flows for the year then ended and a summary of significant accounting policies and other explanatory notes.

Directors’ responsibility for the financial statementsThe directors are responsible for the preparation and fair presentation of these financial statements in accordance with Nigerian Statements of Accounting Standards and with the requirements of the Companies and Allied Matters Act and the Banks and Other Financial Institutions Act. This responsibility includes: designing, implementing and maintaining internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances.

Auditor’s responsibilityOur responsibility is to express an independent opinion on the financial statements based on our audit. We conducted our audit in accordance with International Standards on Auditing. Those standards require that we comply with ethical requirements and plan and perform our audit to obtain reasonable assurance that the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the directors, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

OpinionIn our opinion the accompanying financial statements give a true and fair view of the state of the financial affairs of the Bank as of 31 December 2009 and of its loss and cash flows for the year then ended in accordance with Nigerian Statements of Accounting Standards, the Companies and Allied Matters Act and the Banks and Other Financial Institutions Act.

AUDITOR’S REPORT

REPORT OF THE INDEPENDENT AUDITOR TO THE MEMBERS OF ECOBANK NIGERIA PLC

Plot 252E, Muri Okunola Street,Off Ajose Adeogun Street,Victoria Island, Lagos Nigeria.


AUDITOR’S REPORT cont’d

Report on other legal requirementsThe Companies and Allied Matters Act and the Banks and Other Financial Institutions Act require that in carrying out our audit we consider and report to you on the following matters. We confirm that:

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

ii) in our opinion, proper books of account have been kept by the bank, so far as appears from our examination of those books;

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

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

v) related party transactions and balances are disclosed in Note 32 to the financial statements in accordance with the Central Bank of Nigeria Circular BSD/1/2004;

vi) to the best of our information, the bank has not contravened any regulation of the Banks and Other Financial Institutions Act during the year;

vii) to the best of our information, the bank has complied with the requirements of the relevant circulars issued by the Central Bank of Nigeria.

Chartered Accountants 22 April, 2010 Lagos, Nigeria


REPORT OF THE AUDIT COMMITTEE

In compliance with provisions of Section 359(3) to (6) of the Companies and Allied Matters Act 1990, the Committee considered the Audited Financial Statements for the year ended 31 December, 2009 together with the Management Control Report from the Auditors and the Bank's Response thereto at its meeting held on April 13, 2010.

In our opinion, the scope and planning of the audit for the year ended 31 December 2009 were adequate.

After due consideration, the Committee accepted the Report of the Auditors that the Financial Statements were in accordance with ethical practice and generally accepted accounting principles and give a true and fair view of the state of affairs of the Bank's financial affairs.

The Committee reviewed management's response to the Auditors findings in respect of the Management Control Report and we and the Auditors are satisfied with the management's response thereto.

The Committee reviewed insider/related party transactions and took note of their status.

The Committee therefore recommended that the Audited Financial Statements of the Bank for the year ended 31 December 2009 and the Auditor's Report thereon be presented for adoption by the Company at the Annual General Meeting.

The Committee also approved the provision made in the Financial Statements for the remuneration of the Auditors.

Pastor (Dr.) Oyelakin AwobodeChairmanAudit Committee

Members of the Committee1. Pastor (Dr) Oyelakin Awobode - Chairman2. Ms. Bose Benson - Member3. Mr. Ayodele Ogundeji - Member4. Chief Wilfred Belonwu - Member5. Alhaji Muazu Anache - Member6. Mr. Oladisun Holloway - Member


The principal accounting policies adopted in the preparation of these financial statements are set out below. These policies have been consistently applied to all years presented, unless otherwise stated.

a. Basis of preparation

The financial statements are prepared in compliance with Nigerian Statements of Accounting Standards (SAS) issued by the Nigerian Accounting Standards Board (NASB). The financial statements are presented in the functional currency, Nigerian Naira (N), rounded to the nearest million and prepared under the historical cost convention as modified by revaluation of certain investment securities and property and equipment.

The preparation of financial statements in conformity with Generally Accepted Accounting Principles in Nigeria requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Although these estimates are based on the directors' best knowledge of current events and actions, actual results may differ from those estimates.

b. Segment reporting

A business segment is a group of assets and operations engaged in providing products or services that are subject to risks and returns that are different from those of other business segments. The bank is segmented along 3 main business segment viz: Wholesale banking group, Retail banking group and Treasury & financial institutions group.

c. Foreign currency transactions

Transactions denominated in foreign currency are converted into Naira at the rate of exchange ruling at the date of the

STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES

transaction. Assets and liabilities denominated in foreign currency at the balance sheet date are translated into Naira at the rates of exchange prevailing at year-end. Exchange gains or losses are included in the profit and loss account.

d. Recognition of interest income

i. Interest income is recognised on an accrual basis, except for interest overdue for more than 90 days, which is suspended and recognised only to the extent that cash is received. Recoveries made are credited to the profit and loss account as collected. Interest accruing on non-performing accounts is not taken to the profit and loss account until the debt is recovered.

ii. Interest income accruing on advances under finance lease is amortised over the lease period to achieve a constant rate of return on the outstanding net investment.

iii Interest earned on investment securities is reported as interest income. Dividends are recognized in the income statement when entity's right to receive payment is established.

e. Recognition of fees, commissions and other incomeFees and commissions, where material, are amortised over the life of the related service. Otherwise, fees, commissions and other income are recognised as earned upon completion of the related service.

f. Provision against credit riskProvision is made in accordance with the Statement of Accounting Standard for Banks and Non-Bank Financial Institutions, (SAS 10) issued by the Nigerian Accounting Standards Board (NASB), and Prudential Guidelines issued by the Central Bank of Nigeria (CBN). For each account that is not performing in accordance with the terms of the related facility, provision is made as follows:


Interest and/or principal Minimumoutstanding for over: Classification provision

90 days but less than 180 days Substandard 10%180 days but less than 360 days Doubtful 50%Over 360 days Lost 100%

The bank normally makes provisions of at least 1% for performing risk assets to recognize risk inherent in any credit portfolio. However, the Central Bank of Nigeria and the Nigerian Accounting Standards Board have permitted all Nigerian Banks to suspend this policy in respect of the reporting period ended 31 December 2009 only.

When a loan is deemed uncollectible, it is written off against the related provision for impairments. Subsequent recoveries are credited to the provision for loan losses in the profit and loss account. If the amount of the impairment subsequently decreases due to an event occurring after the write-down, the release of the provision is credited as a reduction of the provision for impairment in the profit and loss account.

Risk assets in respect of which a provision was not made are written directly to the profit and loss account when they are deemed to be non collectible.

g. Investment securitiesThe Bank categorises its investment securities into short and long term investment. Investment securities are initially recognised at cost and management determines the classification at intial investment.

i. Short-term investmentsShort term investments are investments held temporarily in place of cash and which can be converted into cash when current financing needs make such conversion desirable. In addition, it is management's intention to hold the investment for not more than one year. Short term investments are valued at the lower of cost and market value (quoted bid prices). The amount by which cost exceeds market value (unrealized loss) are charged to the income statement for the period.

Realised gains and losses on disposal of short term investments is taken to the income statement for the period of disposal.

ii. Long-term investmentsLong term investments are investments held by management over a long period of time to earn income. Long term investments may include debt and equity securities. Long-term investments are carried at cost or at a revalued amount. When there has been a permanent decline in value of an investment, the carrying amount of the investments are written down to recognize the loss. Such a reduction is charged to the income statement. Reductions in carrying amount are reversed when there is an increase, other than temporary, in the value of the investment, or if the reasons for the reduction no longer exist.

An increase in carrying amount arising from the revaluation of long-term investments is credited to owners' equity as revaluation surplus. To the extent that a decrease in carrying amount offsets a previous increase, for the same investment that has been credited to revaluation surplus and not subsequently reversed or utilised, it will be charged against that revaluation surplus rather than income. Interest earned whilst holding investment securities is reported as interest income. Dividends receivable are included separately in dividend income when a dividend is declared. A change in market value of investment securities is not taken into account unless it is considered to be permanent.

h. Property and equipmentAll property and equipment is initially recorded at cost. They are subsequently stated at historical costs less depreciation except where there is a permanent significant change in the value of the asset. Historical costs include expenditure that is directly attributable to the acquisition of assets. Costs relating to fixed asset under construction or in the course of implementation are disclosed as work in progress; the attributable cost of each asset is transferred to the relevant fixed assets category immediately the asset is put to use and depreciated accordingly.

Subsequent costs are included in the asset's carrying amount or are recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the asset will flow to the Bank and the cost of the asset can be measured reliably. All other repairs and maintenance are charged to the profit and loss account during the financial period in which they are incurred.



Construction cost in respect of offices is carried at cost as work in progress. On completion of construction, the related amounts are transferred to the appropriate category of property and equipment. Payments in advance for items of property and equipment are included as Prepayments in Other Assets and upon delivery are reclassified as additions in the appropriate category of property and equipment. No depreciation is charged until the assets are put into use.

Depreciation is calculated on a straight line basis to write-off fixed assets to their residual values at the following annual rates:

Leasehold improvements - Over the unexpired lease termLeasehold land & buildings - Over the unexpired lease termMotor vehicles - 25%Furniture & fittings - 20%Machinery & equipment - 20%Computer software - 33.33%Computer hardware - 33.33%

i. Advances under finance leasesFinance lease transactions are recorded in the books of the Bank at the net investment in the lease. Net investment in the lease is the gross investment in the lease discounted at the interest rate implicit in the lease. Gross investment in the lease is the sum of the minimum lease payments plus any residual value payable on the lease. The discount on the lease is defined as the difference between the gross investment in the lease and the present value of the asset under lease. This discount is recognised as unearned in the books of the Bank and amortised to income as earned over the life of the lease at a basis that reflects a constant rate of return on the Bank's net investment on lease.

Finance leases are treated as risk assets and the net investment in the lease are subject to the provisioning policy listed in (f).

j. Business combinationsThe purchase method of accounting is adopted in accounting for business combinations. The cost of an acquisition is measured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the acquisition. Identifiable assets and liabilities acquired and contingent liabilities assumed in a business combination are measured at their fair values at acquisition date. The excess of

the cost of acquisition over the fair value of the identifiable net assets acquired is recorded as goodwill. Goodwill is tested annually for impairment and losses recognised in the profit and loss account. If the cost of acquisition is less than the fair value of the net assets acquired, the difference is recognised directly in profit and loss.

k. Off-balance sheet transactions

Contingent liabilities arising from guaranteed commercial papers, letters of credit (clean line), performance bonds and guarantees issued on behalf of customers in the ordinary course of business are reported off-balance sheet in recognition of the risk inherent in those transactions. Income on these transactions is recognised as earned on issuance of the bond or guarantee.

l. Provisions, contingent liabilities and contingent assets

Provisions are liabilities that are uncertain in timing or amount. Provisions are recognised when: the Bank has a present legal or constructive obligation as a result of past events; it is more likely than not that an outflow of resources will be required to settle the obligation; and the amount has been reliably estimated.

Provisions are normally made for restructuring costs and legal claims. In addition, general provisions are made on performing risk assets balances in accordance with the Prudential Guidelines for Licensed Banks. Risk assets comprise of loans and advances, advances under finance leases, etc.

A contingent liability is a possible obligation that arises from past events and whose existence will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Bank or the Bank has a present obligation as a result of past events but is not recognised because it is not likely that an outflow of resources will be required to settle the obligation; or the amount cannot be reliably estimated.

Contingent liabilities normally comprise of legal claims under arbitration or court process in respect of which a liability is not likely to eventuate. A contingent asset is a possible asset that arises from past events and whose existence will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Bank.



A contingent asset is never recognised rather they are disclosed in the financial statements when they arise.

Forward exchange transactions are recognised as contingent when the commitment to deliver foreign exchange obligation at a latter date is contracted.

m. Retirement benefits

The Bank operates a defined contribution pension scheme in line with the provisions of the Pensions Act. Under the scheme the employees and the Bank each contribute 7.5% of pensionable emoluments consisting of employees basic salary, housing and transport allowance. The Bank's contributions are charged to the income statement as employee benefit expense in the period which they relate. Amounts deducted are transferred to the staff nominated Pension Fund Administrator. The employer’s liability is limited to any unremitted contributions under the scheme.

In addition to the contributory pension scheme, the Bank operates a defined benefit gratuity scheme for employees who have spent 10 years and above in its employment. Additional liability in any year is charged to the income statement.

n. Income and deferred taxation

Income tax expense is the aggregate of the charge to the profit and loss account in respect of current income tax, information technology (IT) tax, education tax and deferred income tax.

Current income tax is the amount of income tax payable on the taxable profit for the year determined in accordance with the Companies Income Tax Act (CITA). Education tax is assessed at 2% of the chargeable profits. Information Technology levy is assessed at 1% of profit before tax.

Deferred tax is provided using the liability method, and is based on timing differences resulting from the inclusion of items of income and expenditure in different periods for financial accounting and taxation purposes for all temporary differences arising between the tax bases of assets and liabilities and their

carrying values for financial reporting purposes. Currently enacted tax rates are used to determine deferred income tax. Deferred tax assets are recognised where it is probable that future taxable profit will be available against which the timing differences can be utilised.

o. Borrowed funds

Borrowed funds are recognised initially at their issue proceeds and subsequently stated at cost less any repayments.

Transaction costs where immaterial, are recognized immediately in the profit and loss account. Where transaction costs are material, they are capitalized and amortised over the life of the loan.

Interest paid on borrowings is recognised in the profit and loss account for the year.

p. Offsetting

Financial assets and liabilities are offset and the net amount reported in the balance sheet when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis, or realise the asset and settle the liability simultaneously.

q. Cash and cash equivalents

Cash comprises cash on hand and demand deposits denominated in Naira and to foreign currencies. Cash equivalents are short-term, highly liquid instruments which are:

(a) readily convertible into cash, whether in local or foreign currency; and

(b) so near to their maturity dates as to present insignificant risk of changes in value as a result of changes in interest rates.

r. Ordinary share capital

i. Share issue costsIncremental costs directly attributable to the issue of new




shares or to the acquisition of a business are shown in equity as a deduction, net of tax, from the proceeds.

ii. Dividends on ordinary sharesDividends on ordinary shares are appropriated from revenue reserve in the period they are approved by the Bank’s shareholders.

Dividends for the year that are approved by the shareholders after the balance sheet date are dealt with in the subsequent events note.

Dividends proposed by the Directors’ but not yet approved by members are disclosed in the financial statements in accordance with the requirements of the Company and Allied Matters Act.

s. Sales of loans or securities

A sale of loans or securities without recourse to the seller is accounted for as a disposal and the assets excluded from the balance sheet.

Profits or losses on sale of loans or securities without recourse to the seller is recognised by the seller when the transaction is completed.

The Bank regards a sale of loans or securities as without recourse, if it satisfies all the following conditions. Any sale not satisfying these conditions will be regarded as with recourse.- control over the economic benefits of the asset must be

passed on to the buyer;- the seller can reasonably estimate any outstanding cost;

and- there must not be any repurchase obligations

A sale or transfer of loans or securities with recourse where there is an obligation to, or an assumption of, repurchase is not treated as a sale, and the asset remains in the Bank’s balance sheet, with any related cash received recognised as a liability.

Profit arising from sale or transfer of loan or securities with recourse to the seller is amortised over the remaining life. However, losses are recognised as soon as they can be reasonably estimated.

Where there is no obligation to or assumption of repurchase, the sale should be treated as a disposal and the asset excluded from the balance sheet, and any contingent liability disclosed.


Profit and Loss AccountFor the Year Ended 31 December 2009

2009 2008Note N’million N’million

Gross earnings 59,864 55,156

Interest and similar income 3 42,299 33,811 Interest and similar expense 4 (19,042) (15,419)

Net interest income 23,257 18,392

Fee and commission income 5 10,228 17,307 Fee and commission expense (58) (29)Net fee and commission income 10,170 17,278

Foreign exchange income 7,287 1,807 Income from investments 6 44 85 Other income 6 11

Operating income 40,764 37,573

Operating expenses 7 (30,614) (25,974)Diminution in asset values 14 (16,094) (12,497)

Loss before tax and extra-ordinary item (5,944) (898)Tax credit 8 1,356 893 Loss after tax and before extra-ordinary item (4,588) (5)Extra-ordinary item - 2,135 (Loss)/profit after tax and extra-ordinary item (4,588) 2,130

Appropriated as follows:Statutory reserve 25 - 639 Transfer to retained earnings 25 (4,588) 1,491

(4,588) 2,130

Loss per share (basic) 28 (0.64k) (0.03k)Loss per share (diluted) 28 (0.33k) 0.03k)

The accounting policies on pages 35 to 39 and notes on pages 43 to 60 form an integral part of these financial statements.


Balance SheetAs of 31 December 2009

2009 2008Assets Note N’million N’million

Cash and balances with the Central Bank 9 9,524 18,768 Treasury bills 10 15,116 21,247 Due from other banks 11 73,490 162,467 Loans and advances to customers 12 183,719 144,917 Advances under finance lease 15 6,000 8,902 Investment securities 16 15,387 22,155 Other assets 17 29,971 35,192 Deferred income tax asset 23 1,073 - Property and equipment 18 21,382 18,818

355,662 432,466 Liabilities

Customer deposits 19 243,831 310,714 Due to other banks 20 17,147 23,913 Other borrowings 21 4,576 3,269 Deposit for shares 26 - 45,070 Other liabilities 22 16,361 16,709 Current income tax 8 213 752 Deferred income tax liabilities 23 - 283

282,128 400,710 Equity

Ordinary share capital 24 3,609 3,609 Share premium account 24 11,917 11,917 Deposit for shares 26 46,366 - Retained earnings 25 (2,861) 1,727 Other reserves 25 14,503 14,503 Total equity 73,534 31,756

Total equity and liabilities 355,662 432,466

Acceptances and guarantees 27 93,723 173,366

The financial statements and notes on pages 43 to 60 were approved by the Board of Directors on 12 April 2010 and signed on its behalf by:

Olor'ogun (Dr.) Sonny Kuku, OFR Jibril Aku(Chairman) (Chief Executive Officer)




2009 2008Note N’million N’million

OPERATING ACTIVITIES

Cash (used in)/generated from operations 35 (98,838) 26,234Tax paid 8 (527) (1,145)

Net cash (used in)/ generated from operating activities (99,365) 25,089

FINANCING ACTIVITIES

Dividend paid to shareholders – (5,197)Deposit for shares – 45,070Proceeds from long term loan 882 2,985Interest paid on long term borrowing 4 (178) (15)

Net cash from financing activities 704 42,843

INVESTING ACTIVITIESPurchase of long term investment securities (1,397) (9,801)Investment income 6 44 85Purchase consideration paid to acquiree – (531)Net cash and cash equivalent from acquiree – 1,931Purchase of property, plant and equipment (5,292) (4,302)Proceeds from sale of property and equipment 46 69Net cash used in investing activities (6,599) (12,549)

(Decrease)/increase in cash and cash equivalents (105,260) 55,383

Analysis of changes in cash and cash equivalents

At start of the year 36 199,846 144,463At end of the year 36 94,586 199,846

(Decrease)/increase in cash and cash equivalents (105,260) 55,383


Statement of Cash FlowsFor the Year Ended 31 December 2009

Notes to the Financial StatementsFor The Year Ended 31st December 2009

1 Ecobank Nigeria Plc (hereinafter referred to as "the Bank") was incorporated as a public limited liability company on October 7, 1986, and was granted banking licence on April 24, 1989. The Bank became listed on the Nigerian Stock Exchange by introduction on April 24, 2006. The Bank is a subsidiary of Ecobank Transnational Incorporated (ETI), Lome, incorporated in the Republic of Togo which holds 85.1% of its equity; while the balance is held by Nigerian individual and institutional investors.

The principal activity of the Bank is the provision of universal banking services; which include retail, corporate and investment banking services.

The Bank's operations by major business segments during the year is contained below.

i Retail banking - incorporating private banking services, private customer current accounts, savings, deposits, investment savings products, custody, credit and debit cards, consumer loans and mortgages.

ii Wholesale banking - specializes in serving the public sector, multinational institutions and other major players in the private sector which constitute the wholesale banking segment of the market.

iii Treasury and Financial Institutions – which handles treasury, financial institutions and money market activities.

Wholesale Retail Treasury & Wholesale Retail Treasury &Banking Banking Financial Banking Banking FinancialGroup Group Institutions Total Group Group Institutions Total

Dec 2009 Dec 2008N’million N’million N’million N’million N’million N’million N’million N’million

Revenue : - Derived from external customers 27,789 5,002 27,073 59,864 21,396 8,895 22,730 53,021 - Derived from other business segments (13,235) 21,775 (8,540) - (6,063) 9,633 (3,570) –

Total revenue 14,554 26,777 18,533 59,864 15,333 18,528 19,160 53,021

Total cost - Interest expense (2,990) (7,147) (8,905) (19,042) (4,210) (2,676) (8,533) (15,419) - Risk and other asset provisions (5,990) (10,233) 129 (16,094) (1,869) (4,165) (6,463) (12,497) - Other operating expenses (5,325) (20,450) (4,897) (30,672) (6,748) (13,193) (6,062) (26,003)

Total cost (14,305) (37,830) (13,673) (65,808) (12,827) (20,034) (21,058) (53,919)

Profit/ (loss) before tax and extraordinary item 249 (11,053) 4,860 (5,944) 2,506 (1,506) (1,898) (898)Tax – – – 1,356 – – – 893Extraordinary item – – – – – – – 2,135

Profit/ (loss) after tax and extraordinary item 249 (11,053) 4,860 (4,588) 2,506 (1,506) (1,898) 2,130

Segment asset 141,720 60,275 153,667 355,662 109,851 160,246 162,369 432,466Segment liabilities 53,722 179,898 48,508 282,128 27,955 309,839 62,916 400,710

Net asset 87,998 (119,623) 105,159 73,534 81,896 (149,593) 99,453 31,756

All transactions between business units were conducted at an arms length basis. Internal charges and transfer pricing adjustments are reflected in the performance of each segment.

The bank operates in a single geographical location – Nigeria thus no segmentation based on geographical location is presented in this financial statement.

2 Segment analysis


2009 2008N’million N’million

Placements 5,280 2,141 Treasury bills and investment securities 3,662 6,653

Loans and advances 31,657 23,523 Advances under finance lease 1,700 1,494

42,299 33,811

Interest income earned in Nigeria 42,299 33,811

42,299 33,811

Current accounts 1,952 904 Savings accounts 511 314 Time deposits 10,932 6,811 Inter-bank takings 5,469 7,375 Borrowed funds 178 15

19,042 15,419

Interest expense paid outside Nigeria amounted to N0.75 billion (2008: N0.73 billion).

Credit related fees 2,183 5,320 Commission on turnover 2,686 2,704 Commission on off-balance sheet transaction 1,358 1,946 Remittance fees 31 36 Letters of credit commissions and fees 1,245 1,596 Facility management fees 114 205 Commission on transfers 1,116 893 Other fees and commissions 1,495 4,607

10,228 17,307

Dividend income 44 85

44 85

Staff costs (note 34) 13,195 13,907 Depreciation (note 18) 2,692 2,220 Auditors' remuneration 100 100 Directors' emoluments (note 34) 228 206 Other operating expenses (note 37) 14,399 9,541

30,614 25,974

3 Interest and similar income

4 Interest and similar expense

5 Fees and commission income

6 Income from investments

7 Operating expenses

Notes to the Financial StatementsFor the Year Ended 31 December 2009




ChargeCurrent tax - -Education tax - -Technology tax - 12

Income tax charge - 12Deferred tax charge (note 23) (1,356) (905)

Credit for the year (1,356) (893)Withholding tax charge - -

(1,356) (893)

Payable

At start of year 752 1,885Tax paid (527) (1,145)Income tax charge - 12Write back - prior year over provision (12) -

At end of year 213 752

Cash 5,953 9,380Operating account with Central Bank 27 6,752

Included in cash and cash equivalents 5,980 16,132

Mandatory reserve deposits with Central Bank 3,544 2,636

9,524 18,768

Mandatory deposits are not available for use in the Bank's day to day activities.

Treasury bills 15,116 21,247

Included in the treasury bills is N5.42 billion (2008: N2.04 billion) worth of treasury bills pledged as collateral to Federal Inland Revenue Service, eTransact, Nigeria Interbank Settlement System, Interswitch and Central Bank of Nigeria.

Treasury bills of N12.15 billion (2008: N16.75 billion) held by third parties as collateral for various transactions has been reclassified as other assets.

Current balances with banks within Nigeria 1,886 95,400 Current balances with banks outside Nigeria 27,848 36,395 Placements with banks and discount houses 43,756 30,672

73,490 162,467

Balances with banks outside Nigeria include N2.75 billion (2008: N1.81 billion) which represents the naira value of foreign currency bank balances held on behalf of customers in respect of letters of credit transactions. The corresponding liability is included in other liabilities. (See Note 22). The amount is not available for the day to day operations of the bank.

Included in placements with banks and discount houses are placements with banks within Nigeria of N43.59 billion (2008: N29.5 billion).

8 Taxation

9 Cash and balances with the Central Bank

10 Treasury bills

11 Due from other banks



Overdrafts 104,899 93,185 Term loans 113,062 58,623 Others 6,352 14,169

224,313 165,977 Loan loss provision (note 13a) (29,290) (14,645)Interest in suspense (note 13b) (11,304) (6,415)

183,719 144,917

Included in the gross loans and advances were total interest receivables from customers amounting to N2.67 billion (2008: N3.62 billion).

Analysis by performancePerforming 134,693 96,570 Non-performing:

- substandard 44,676 55,534 - doubtful 22,938 2,818 - lost 22,006 11,055

224,313 165,977

Analysis by maturity

0 – 30 days 93,089 40,472 1-3 months 17,626 56,987 3-6 months 1,709 18,247 6-12 months 5,243 42,998 Over 12 months 106,646 7,273

224,313 165,977

Analysis by security

Secured against real estate 17,324 21,373 Secured by shares 64,165 54,224 Otherwise secured 119,359 80,104 Unsecured 23,465 10,276

224,313 165,977

12 Loans and advances




At start of year: - Non-performing 13,672 1,434 - Performing 973 1,097

14,645 2,531

- Non-performing 15,049 12,737 - Performing - (124)Amounts written off (149) (6)Provision no longer required (255) (493)

14,645 12,114

At end of year: - Non-performing 29,290 13,672 - Performing - 973

29,290 14,645

At start of year: 6,414 2,312 Suspended during the year 5,142 5,176 Amounts written back (163) (1,038)Amounts written off (89) (35)

At end of year 11,304 6,415

The charge for the year is analysed as follows:Loans and advances – specific 15,049 12,737 Loans and advances – general – (124)Provision longer required (255) (493)Provision on advances under finance lease 158 69 Provsion for off-balance sheet items 15 –Bad debt written off 249 9 Provision for diminution of investments 114 86 Provision for other assets 764 213

16,094 12,497

13 Loan loss provision and interest in suspensea. Movement in loan loss provision

Additional provision:

b. Movement in interest-in-suspense

14 Dimunition in asset values




Gross investment 8,073 11,585 Less: Unearned income (1,729) (2,497)

Net investment 6,344 9,088 Less: Provision (344) (186)

6,000 8,902

Performing 5,626 8,789 Non-performing:

- substandard 219 268 - doubtful 287 10 - lost 212 21

6,344 9,088

0 – 30 days 7 370 1-3 months 77 89 3-6 months 159 185 6-12 months 787 1,144 Over 12 months 5,314 7,300

6,344 9,088

At start of year:- Non-performing 98 44 - Performing 88 73

186 117

Additional provision:

- Non-performing 158 54 - Performing – 15 Provision no longer required – –

Amounts written off – – 158 69

At end of year:

- Non-performing 344 98 - Performing – 88

344 186

No general provision of 1% on performing loans was made during the year as a result of the waiver from the Central Bank of Nigeria and Nigerian Accounting Standards Board.

15 Advances under finance lease





Debt Securities @ costFGN Bonds 1,379 -

Unlisted equity securities @ costExpress Discount House Limited 181 181 First Securities Discount House Limited 479 479 EDC Securities Limited 111 111 Afreximbank 32 32 Valucard Nigeria Plc 5 5 Central Securities Clearing System 125 125 Nigerian Automated Clearing System 60 60 Card Technology Limited 200 200 SME II Partnership 99 100 National e-Government Strategies 25 25 Tinapa Business Resort Limited 500 500 Accion Microfinance Limited 232 171 Aureos West Africa Fund 180 222

3,608 2,211 Provision for diminution in value (20) (18)

3,588 2,193

Listed equity securitiesCadbury Nigeria Plc (market value: N1.1 million) 3 3 Guaranty Trust Bank Plc (market value: N9.4 million) 8 8 Nigerian Breweries Plc (market value: N15.7 million) 11 11 Nig-German Chemicals Plc (market value: N8,000) 0 0 Oando Plc (market value: N15.9 million) 14 14 Union Bank Plc (market value: N66,000) 0 0 DAAR Communication Plc (market value: N24.5 million) 209 209 Provision for diminution in value (184) (72)

61 173

Debt securities @ costFGN Bonds 11,338 15,997Lagos State bond - 6 Crusader Insurance Plc bond 400 400 Promissory notes - 3,386

11,738 19,789

Total Investment securities 15,387 22,155

16 Investment securities

Long term investments

Short term investments




Movement in long term investmentsAt start of year 2,366 4,440 Additions 1,440 419 Redemption of long term bonds - (2,358)Provision for diminution in value (114) (86)Disposals (43) (49)

At end of year 3,649 2,366

i. Long term debt securities is investment in various Federal Government Bonds. The maturity date of these bonds range from May 2011 to August 2017 with interest rates ranging from 9% to 15%.

ii. The Bank makes investments under the Small and Medium Enterprises Equity Investment Scheme (SMEEIS) per the Policy Guidelines for 2001 Fiscal Year (Monetary Policy Circular No. 35). Included in unlisted long term investments are the bank's investment under the Small and Medium Industries Equity Investment Scheme (SMIEIS). A total of N1.23 billion (2008: N1.22 billion) have so far been invested under the scheme.

iii. A total of N14.55billion of FGN bonds was reclassified from long term investments to short term investment because of management's decision not to hold for more than one year.

Interest and fee receivable 1,543 1,749 Prepayments 1,452 1,908 Accounts receivable 11,465 10,692 Open buy back treasury bills 12,150 16,750 Other receivables 4,403 4,371 Provision for doubtful receivables (1,042) (278)

29,971 35,192

Treasury bills sold under repurchase agreements are classified as other asset balances in accordance with Central Bank of Nigeria circular BSD/8/2003. The corresponding liability is recognised in due to other banks (Note 20).

Movement in provision for doubtful receivables:

Beginning of the year 278 65 Provision 764 213

At end of the year 1,042 278

17 Other assets




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Current deposits 71,374 164,926 Savings deposits 25,676 20,684 Term deposits 93,012 90,759 Domiciliary deposit 53,769 34,345

243,831 310,714

Included in the customer deposits were total interest payable to customers amounting to N1.44 billion (2008: N683 million).


0 - 30 days 206,234 276,760 1-3 months 34,216 17,974 3-6 months 1,339 8,761 6-12 months 1,844 6,951 Over 12 months 198 268

243,831 310,714

Items in course of collection 2,488 2,679 Current balances with banks 2,509 1,961 Open buy back treasury bills (note 17) 12,150 16,750 Inter-bank taking - 2,523

17,147 23,913

International Finance Corporation (note 21(i)) 3,691 3,269 Deutsche Bank (note 21(ii)) 885 -

4,576 3,269

i. The amount represents dollar denominated on-lending credit obtained from the International Finance Corporation. The facility will expire on or after 24 November 2015 and has a rate of 2.75% above 3 month's LIBOR.

ii. The amount represents dollar denominated loan from Deutsche Bank with Sun and Sand Industries as the beneficiary. The facility will run for 3 years at 1.8% above LIBOR payable semi-annually.


Over 12 months 4,576 3,269

4,576 3,269

19 Customer deposits

20 Due to other banks

21 Other borrowings




Customers' deposit for letters of credit 2,754 1,811 Unearned income 1,415 4,115 Interest payable 7 751 Provision for staff gratuity (note 33) – 213 Account payables 8,466 5,862 Proceeds from public offers – 29 Unclaimed balances 1,363 1,020 Provision on losses for off balance sheet 18 - Other 2,338 2,908

16,361 16,709

Deferred tax liabilities (283) (283)Deferred tax assets 1,356 -

1,073 (283)

Movement in deferred taxes:At start of year (283) (1,188)(Charge)/abatement 1,356 905

At end of year 1,073 (283)

Authorised30 billion ordinary shares of 50kobo each(2008: 30 billion ordinary shares of 50kobo each) 15,000 15,000

Issued and fully paid

i. Ordinary shares

At period start 3,609 3,609

At period end 3,609 3,609

ii. Share premium

At period start 11,917 11,917

At period end 11,917 11,917

22 Other liabilities

23 Deferred taxes

24 Share capital



N’million N’million N’million N’million N’millionStatutory SMIEIS Capital Retained Total

reserve reserve reserve earnings

At prior period start - 1 January 2008 5,496 1,150 - 5,433 12,079 Transfer to share capital - - 7,218 - 7,218 Dividend paid - - - (5,197) (5,197)Transfer from profit and loss account 639 - - 1,491 2,130

At 31 December 2008/ 1 January 2009 6,135 1,150 7,218 1,727 16,230 Transfer from profit and loss account - - - (4,588) (4,588)

At period end 31 December 2009 6,135 1,150 7,218 (2,861) 11,642

2009 2008Analysis of other reserves N’million N’millionStatutory reserve 6,135 6,135 SMIEIS reserve 1,150 1,150 Capital reserve 7,218 7,218

14,503 14,503

Nigerian banking regulations require the bank to make an annual appropriation to a statutory reserve. As stipulated by S16(1) of the Banks and Other Financial Institutions Act of 1991 (amended), an appropriation of 30% of profit after tax is made if the statutory reserve is less than the paid-up share capital and 15% of profit after tax if the statutory reserve is greater than the paid up share capital.

Following the deposit of shares of N46.37 billion by Ecobank Transnational Incorporated, the Board of Directors of Ecobank Nigeria Plc at its meeting of 12 October 2009 agreed and resolved to apply to the Securities and Exchange Commission for the conversion of the deposit into equity (ordinary shares) via Special Placement. The application was for the Special Placing of 6,661,876,000 ordinary shares of 50kobo each at N7.00 per share.

On 6 January 2010, the Board of Ecobank Nigeria Plc approved the allotment proposal of the Joint Issuing houses for 6,661,876,000 ordinary shares of N0.50k each arising from the Special Placing in favour of Ecobank Transnational Incorporated.

The Securities and Exchange Commission cleared the offer documents filed by the Issuing houses to the Special Placing on 28 December 2009; registered the securities/shares and granted the approval for the commencement and termination of the placing on 6 January 2010 and cleared the allotment of the shares on 2 February 2010.

a) Legal proceedingsThere were a number of legal proceedings outstanding against the Bank as at 31 December 2009 with claims totalling N6.6 billion (2008: N6.51 billion). Apart from provisions of N14.6 million made in the accounts, no further provision has been made in these financial statements for outstanding legal claims because the directors, based on legal advice from the Bank's solicitors and legal advisors, are of the opinion that no significant liability will arise there from.

b) Capital commitmentsAs at the balance sheet date, the Bank had a capital commitment of N686 million (31 December 2008: N527 miIllion) in respect of buildings and equipment purchases.

c) Off balance sheet engagementsIn the normal course of business, the Bank is party to financial instruments with off-balance sheet risk. The instruments are used to meet the credit and other financial requirements of customers. The contractual amounts of the off-balance sheet financial instruments are:

25 Reserves

26 Deposit for shares

27 Contingent liabilities and commitments





Performance bonds and guarantees 37,914 53,559 Letters of credit 20,007 39,247 Guaranteed commercial papers 32,299 80,560 Forward exchange transaction 3,503 -

93,723 173,366

Earnings per share (actual) is calculated by dividing the profit after tax by the number of shares in issue during the period, while earnings per share (basic) is calculated by using the weighted average number of shares in issue during the period as the denominator. Earnings per share (adjusted) is calculated by using the number of shares outstanding as at the balance sheet date as a common denominator for all years, while earnings per share (diluted) is calculated by adjusting the number of shares in issue during the period with the effects of all potential ordinary shares.

2009 2008Loss after tax (N'million) (4,588) (5)Net (loss)/profit attributable to shareholders (N'000) (4,588,093) (4,975)Number of shares in issue during the year (in thousands) 7,218,076 7,218,076Weighted average number of shares (in thousands) 7,218,076 17,276,050Diluted number of shares (in thousands) 13,879,952 17,276,050Earnings per share (EPS) - basic (0.64k) (0.03k)

Earnings per share (EPS) - diluted (0.33k) (0.03k)

There was no change in the number of shares in issue during the period. Consequently, the weighted average number of shares is the same as absolute number of shares in issue, and outstanding at period 31 December 2009. However, the allotment of 6,661,876,000 ordinary shares done in January 2010 (see note 26) via Special Placement was considered in determining the EPS - diluted.

The Bank did not contravene any provision of the Banks and Other Financial Institution Act and relevant circulars issued by the Central Bank of Nigeria.

Where necessary, comparative figures have been adjusted to conform with changes in presentation in the current year. No adjustment made resulted from changes in the accounting policy during the year. However, there was reclassification between long and short term investments in prior year (see note 16).

On 6 January 2010, the Board of Ecobank Nigeria Plc approved the allotment proposal of the Joint Issuing houses for 6,661,876,000 ordinary shares of N0.50k each arising from the Special Placing in favour of Ecobank Transnational Incorporated.

28 Earnings/(loss) per share

29 Contravention with Banking Regulation

30 Comparatives

31 Post balance sheet events


32 Related party transactions

A number of banking transactions are entered into with related parties in the normal course of business. These include loans and deposits . The volume of related-party transactions and outstanding balances at the year-end are as follows:

a) Risk assets outstanding as at 31 December 2009

Direct credit assetsIncluded in loans and advances is an amount of N1.06 billion (2008: N0.45 billion) representing credit facilities to companies in which certain directors and shareholders have interests. The balances as at 31 December 2009 are as follows:

Name of company/individual Relationship Facility Type N’million Status Security

Rainbow Investcorp Chairman Overdraft 125 Performing Mortgage on VesselOsigwe Foods & Agro Industries Company Limited Joint / Ex-chairman Term Loan 10 Not Performing All asset DebentureOsigwe Foods & Agro Industries Company Limited Joint / Ex-chairman Term Loan 15 Not Performing All asset DebentureOsigwe Foods & Agro Industries Company Limited Joint / Ex-chairman Overdraft 496 Not Performing All asset DebentureR.T Briscoe Nigeria Limited Joint director Overdraft 228 Performing Negative PledgeChief John Agboola Odeyemi Ex-Chairman Master Card 0.1 Performing Cash collateralOffong and Hamda Ambah Ex-Director/Spouse Mortgage 87 Performing PropertyOffong and Hamda Ambah Ex-Director/Spouse Master Card 3 Performing Cash collateralHamda Abimbola Ambah Spouse of Ex-Director Master Card 1 Performing Cash collateralOluwagbemiga Kuye Director Mortgage 91 Performing Property

1,056.1

Off-balance engagementsThe Bank did not engage in any form of off-balance transactions with its related parties during the year

b) Deposits outstanding as at 31 December 20092009 2008

Name of company/individual Relationship Deposit Type N’million N’millionFoluke Aboderin Director Demand deposit 9.6 5.1Jibril Aku Director Demand deposit 3.2 4.2Offong and Hamda Ambah Ex Director/Spouse Demand deposit 0.5 8.0Anache Muazu Director Demand deposit 0.1 0.1Wilfred Belonwu Director Demand deposit 4.1 29.5Michael Ade.Ojo Director Demand deposit 53.5 16.8Nadu E. Denloye Director Demand deposit 0.3 0.3Edouard Virgile Dossou-Yovo Director Demand deposit 0.2 2.0Oladisun Holloway Director Demand/Time deposit 32.3 11.1Arnold Ekpe Ex Director Demand deposit 0.3 40.7Sonny Kuku Chairman Demand deposit 0.3 3.7Oluwagbemiga Kuye Director Demand deposit 5.3 0.0John Agboola Odeyemi Ex Chairman Demand deposit 0.9 3.6Bisi Rodipe Director Demand deposit 0.4 0.7

111.0 125.8




Intercompany balances

AffiliateLoans/ Takings/ Interest Interest

Placements Deposits Due To Due From Vostro Nostro Income ExpenseN’million N’million N’million N’million N’million N’million N’million N’million

Benin – – 3 13 (2) 71 – –Burkina Faso – – 2 – – 11 – –Cameroun – – 12 6 – 16 – –Congo Brazzaville – – – – – – – –Ivory Coast – – 1 1 – (5) – –EDC Ghana – – 229 5 12 – – – E-Process – – 916 571 – – – – ETI – – 968 2,642 – – – – Ghana – – 4 – 2 (128) – – Guinea – – – 4 – – – – Kenya – – 1 2 – – – 5 Liberia – 1,495 2 15 – – – 23 Mali - – – – – – – – – Malawi – – – – – – – – Niger – – – – – 4 – – Senegal – – 2 – – 17 – – Togo – 748 1 1 – 45 – 20 Chad – – – 1 – – – – Sierra Leone – – – - – – – 10 EDC Nigeria 4,824 276 – 6 679 – – – Sao Tome – – – – 3 – – – Rwanda – – – – – – – 6 Gambia – – – 3 – 3 – – Uganda – – – – – – – – EBI SA – – – – – – – –

As at 31 December 2009 4,824 2,519 2,141 3,270 694 34 – 64

As at 31 December 2008 868 2,224 601 2,498 776 851 47 365

Shared services agreement

The Bank has a shared service agreement with Ecobank Transnational Incorporated (ETI) under which the Bank contributes to the cost of receiving services from ETI and other subsidiaries.

The Bank operates a defined contribution pension scheme in line with the provisions of the Pensions Reform Act 2004. Under the scheme, the employees and the bank each contribute 7.5% of pensionable emoluments. Amounts contributed during the year amounted to N576 million (2008: N562.3 million).

33 Retirement Benefits


In addition to the defined contribution pension scheme; the Bank operates a gratuity scheme for employees who have spent 10 years and above in its employment. During the year an amount of N361 million (2008: N389 million) was transferred to the fund administrator. The movement in the provision for the bank's liability under the gratuity scheme is as shown below:


At 1 January 213 350Charge for the year 201 271Payment to separating staff (53) (19)Transfer to fund administrator (361) (389)

At 31 December - 213

In line with the recommendation of National Pension Commission the Bank transferred funds under the gratuity scheme to an independent funds manager (AIICO Pension Managers Limited) to manage.

a) Employees

The average number of persons employed by the bank during the year by category:

Number NumberExecutive directors 5 3Management 130 138Non-management 2,917 2,727

3,052 2,868

Staff costs for the above persons (excluding executive directors):N’million N’million

Salaries and wages 11,807 11,701Pension cost - Defined contribution plan 576 607 Defined benefit plan 201 271Other employee costs and benefits 611 1,328

13,195 13,907

The number of employees of the bank, excluding executive directors, who received emoluments in the following ranges were ( excluding pension contributions):

Number Number

Below N1,000,001 308 250N1,000,001 - N2,000,000 474 353N2,000,001 - N3,000,000 995 961N3,000,001 - N4,000,000 382 399N4,000,001 - N5,000,000 249 248N5,000,001 - N6,000,000 274 292N6,000,001 and above 365 362

3,047 2,865

34 Employees and Directors



2009 2008b) Directors N’million N’millionThe remuneration paid to the directors of the bank was:

Fees and sitting allowances 42 43Executive compensation 184 142

226 185 Directors' other expenses 2 21

228 206

Fees and other emoluments disclosed above include amounts paid to:

(i) the chairman 4 6

(ii) the highest paid director (executive) 88 52

The number of directors who received fees and other emoluments (excluding pension contributions) in the following ranges were:

Number NumberBelow N3,000,001 3 - N3,000,001 - N4,000,000 1 4 N4,000,001 - N5,000,000 3 2 N5,000,001 and above 8 3

15 9

N’million N’million

NoteReconciliation of profit before tax to cash generated from operations

Operating loss (5,944) (898)

Provision - loans and advances 14 15,049 12,613 Provision - other assets and contingencies 14 764 213 Provision - finance leases 14 158 69 Provision - investment securities 14 114 86 Provision - off-balance sheet items 14 15 - Loans written off 14 249 9 Recoveries/provision no longer required 14 (255) (493)Increase in interest in suspense 4,889 4,103 Depreciation on fixed assets 7 2,692 2,220 (Gain)/loss on disposal of property and equipment (10) (12)Revaluation of long term loan – 284 Interest paid on long term loan 4 178 15 Investment income 6 (44) (85)

Operating profit before changes in operating assets and liabilities 17,855 18,124

35 Cash generated from operations




(Increase) / decrease in operating assets:

Loans to customers (58,336) (44,968)Advances under leases 2,744 (1,567)Short term investment 8,051 14,795 Interest receivable and prepayment 662 - Accounts receivable (773) - Cash reserve balance (908) (2,636)Other assets 4,568 (22,309)

(43,992) (56,685)

Increase / (decrease) in operating liabilities:

Customer deposits (66,883) 76,916 Due to other banks (6,766) 12,634 Customers' deposit for foreign currency denominated transactions 943 (6,641)Interest payable (744) (92)Unearned income (2,700) 2,697 Deposit for shares 1,296 –Other payables 2,153 (20,719)

(72,701) 64,795

Cash (used in) /generated from operations (98,838) 26,234

For the purposes of the cash flow statement, cash and cash equivalents include:Cash and balances with central bank (Less restricted cash) 5,980 16,132 Treasury bills (Note 10) 15,116 21,247 Due from banks (Note 11) 73,490 162,467

94,586 199,846

Advertisement and business promotion 930 695 Information, communication and technology 2,060 946 Insurance expenses 1,925 1,482 Consultancy and advisory expenses 2,046 528 Premises expenses 2,092 1,873 Equipment running costs 725 547 Motor vehicle running costs 554 486 Cash processing costs 1,298 566 Business travels 586 600 Office consumable expenses 406 429 Other operating expenses 1,777 1,389

14,399 9,541

36 Cash and cash equivalents

37 Other operating expenses



Financial Risk AnalysisFor The Year Ended 31st December 2009

Principal credit policies

Ecobank Nigeria Plc has adopted the “Principle for the Management of Credit Risk” and “Sound Credit Assessment and Validation for Loans” issued by the Bank for International Settlements.

The Board approved clearly defined policies and procedures necessary to manage credit risk within the Bank. Such policies and procedures include:

I. A credit evaluation /appraisalIi. A credit approval process, defining approval authority at various levels including authority for approval of

exceptions:iii. A process for target market and risk acceptance;iv. A process for risk measurement;v. A process to monitor and control credit exposures against approved limits;vi. Periodic examination of collateral and loan covenants;vii. A process for identification of problem loans ahead of time where there may be options available for remedial

measures;viii. A process for reviewing and if necessary reducing or canceling credit facility to a particular obligor where it is

known to be experiencing problems;ix. A process for approving changes in the terms and conditions of credit approvals, including request for temporary

increase in limits and a process to ensure such excesses are brought within the approved limits within a specific timeframe;

x. A process for reviewing credit facilities at least annually but more frequently if the obligor’s credit quality deteriorates;

xi. Credit origination, credit administration, and loan documentation procedures;xii. A management information system capable of aggregating credit exposures to a single obligor or group of related

obligors, client segment, credit product, industry, geography, currency , or maturity in a timely manner. A mechanism for independent, ongoing assessment of the credit risk management process; and

xiii. A process for reporting to the board and senior management any breaches of limits, large credit exposures, and other credit risk concentrations.

Methodology for risk ratingThe Bank utilizes an internal risk system rating based on a scale of 1 to 10. A risk rating of “1” identifies obligors or transactions of the highest quality or lowest risk. A risk rating of “10” is assigned to obligor’s or transactions of lowest quality or highest risk. The table below provides a grid showing comparisons between the risk rating system of Ecobank and the rating scale used by Standard & Poor’s.

Investment Quality Ecobank S & P DefinitionInvestment Grade 1 AAA Largely risk free

2 AA Exceptional credit/Minimal risk3 A Excellent credit/very low risk4 BBB Good credit quality/low risk

Non-Investment Grade 5 BB Satisfactory credit quality6 B Acceptable credit quality but less stable7 CCC Risk factors deteriorating8 CC Special mention9 C Substandard credit quality

10 D Doubtful/Loss


Obligors risk rated 1 to 4 are considered low risk (“investment grade”). Those risk rated 5 and 6 are considered as medium risk, while those risk rated 7 through 10 are considered high risk. Medium and high risk obligors are also commonly categorized as “non-investment grade”.

Risk rating are assigned to individual obligors (obligor risk ratings) and to individual credit facilities (facility risk rating). They are also assigned to total facilities extended to an obligor (approval risk rating), to all the facilities extended to a group or related obligors (economic group rating), or to an entire portfolio (portfolio risk rating).

Enterprise risk review

The Enterprise Risk Management structure of the Bank incorporates the effective participation of the Board and senior management at different levels to provide oversight functions and ensures proper risk management environment.

The Board of Directors exercises its oversight of risk management as a whole and through the Board’s Risk Committee and Audit Committee. The Board articulates the amount of risk that the Bank is willing to accept in the normal course of business (risk appetite) and sets the overall risk profile for the bank.

The Risk Management Committee proposes risk policies and the overall approach to risk management and monitors the adequacy of controls, compliance with risk policies and the bank’s risk profile. The Audit Committee ensures that the financial activities of the business are subject to independent review and external audit.

The Risk Management framework comprises a comprehensive set of policies, standards, procedures and processes designed to identify, measure, monitor, mitigate and report significant risk exposures in a consistent and effective manner across the Bank.

Credit risk

The direct credit risk is the probability of financial loss that the bank may suffer when a borrower is unable to repay a loan on the agreed terms. Indirect (or contingent) credit risk arises when the bank, having guaranteed contractual obligations of a client, suffers financial loss when the client is unable to perform his guaranteed obligations and his commitments to the bank. Credit risk also exists when the bank and its client have mutual obligations to exchange (deliver) financial instruments at a future date. The risk of default before settlements, also called Pre-settlement risk, arises when the counterparty defaults or goes bankrupt before the contract matures and the bank suffers a financial loss in the process of replacing the unexecuted contract. When the client defaults at the time of payment, the settlement risk converts to a direct credit risk.

Credit risk measurement

Credit risk measurement takes into account the actual credit exposure, the amount of loss in the event of default (also called “loss given default” or LGD), the probability of default (PD), and the severity of loss in the event of default.

To measure credit risk, the Bank estimates the level of the statistical expected economic loss in the event of default. This figure measures the net present value of credit costs that the Bank would face from the time of default until the end of the recovery process. Credit costs include all provisions taken against bad debts, write-offs, fully reserved interest earned not collected and possibly attorney fees incurred in the process of enforcing the Bank’s claims in court. Under the current methodology, the Bank proceeds by assigning risk ratings to credit facilities of all the obligors in the credit portfolio. Then, the amount of credit exposure with a given facility risk rating is multiplied by the corresponding loss norms to arrive at a measure of loss in the event of default on the exposure involved. The weighted average loss norm provides a measure of the portfolio risk profile and portfolio risk rating.

Financial Risk Analysis cont’d


Risk limit control and mitigation policies

The Bank manages, limits and controls concentrations of credit risk wherever they are identified – in particular, to individual counterparties and groups, and to industries and countries. The Bank structures the levels of credit risk it undertakes by placing limits on the amount of risk accepted in relation to one borrower or groups of borrowers (single obligor limits) and to geographical and industry segments.

Authorising level Approval limit (N)

Board/Board Credit Committee 2,250 million and aboveManagement Credit Committee Between 300 - 2,250 millionManaging Director 300 million Executive Director, Wholesale Banking 300 million Executive Director, Treasury and Financial Institution 300 million Group Head, Risk Management Group 300 million

Approval limits are set by the Board of Directors and reviewed from time to time as the circumstances of the Bank demand. Exposure to credit risk is also managed through regular analysis of the ability of borrowers and potential borrowers to meet interest and capital repayment obligations and by changing these lending limits where appropriate. It is worth noting that no individual approving officer/director of the bank can approve alone.

Some other specific control and mitigation measures are outlined below:

(a) Collateral

The bank ensures that the source of collateral for a transaction and of repayment, as well as the purpose of the loan, must be free of any reputational risk.

Realization of collateral should be regarded only as a secondary source of repayment, providing protection in case of default.

Medium and Long term loans should be priced, structured and secured in such a way that they can be sold to a third party, at the bank’s option.

Exposure to credit risk is also managed through regular analysis of the ability of borrowers and potential borrowers to meet interest and capital repayment obligations and by changing these lending limits where appropriate.

The Bank employs a range of policies and practices to mitigate credit risk. The most traditional of these is the taking of security for funds advances, which is common practice. The Bank implements guidelines on the acceptability of specific classes of collateral or credit risk mitigation. The principal collateral types for loans and advances are:

a. Mortgages over residential and commercial properties;b. Charges over business assets such as premises, inventory and accounts receivable;c. Charges over financial instruments such as debt securities and equities.



(b) Credit-related commitments

The primary purpose of these instruments is to ensure that funds are available to a customer as required. Guarantees and standby letters of credit carry the same credit risk as loans. Documentary and commercial letters of credit – which are written undertakings by the Bank on behalf of a customer authorising a third party to draw drafts on the Bank up to a stipulated amount under specific terms and conditions- are collaterised by the underlying shipments of goods to which they relate and therefore carry less risk than a direct loan.

Provisioning policies

The internal and external rating systems described above focus more on credit-quality mapping from the inception of the lending and investment activities. In contrast, loan loss provisions are recognised for financial reporting purposes only for losses that have been incurred at the balance sheet date based on criteria set out in the Prudential Guidelines for Licensed Bank by the CBN.

Risk Assets (Loans and Advances, Advances under Finance Leases, Off-balance sheet direct credit substitutes, etc)

Loans and advances are summarised as follows:2009 2008

N’ million N’ millionPerforming 140,319 105,359 Non-performing- substandard 44,895 55,802 - doubtful 23,225 2,828 - lost 22,218 11,076

230,657 175,065

Performing but past due loans

Loans and advances less than 90 days past due are considered performing, unless other information is available to indicate the contrary. Gross amount of loans and advances by class to customers that were past due but performing were as follows:

Financial At 31 December 2009 Retail Corporate SME Institutions Others Total

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

Past due up to 30 days 1,188 31 93 29 – 1,341

Past due up to 30 - 60 days 62 25 57 – – 144

Past due up to 60 - 90 days 80 – 20 1 14 115

1,330 56 170 30 14 1,600

FinancialAt 31 December 2008 Retail Corporate SME institutions Others Total

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

Past due up to 30 days 569 3,132 526 5,629 332 10,188

Past due up to 30 - 60 days 240 337 152 2 30 761

Past due up to 60 - 90 days 248 4 45 – 276 573

1,057 3,473 723 5,631 638 11,522



Non-performing loans by industry2009 2008

N’ million N’ million

Agriculture 11 5 Oil and gas 13,537 909 Capital market 36,437 48,215 Consumer credit 22,293 7,716 Manufacturing 9,040 1,343 Mining and quarrying 248 300 Mortgage 875 275 Real estate and construction 1,776 1,388 Finance and insurance 1,543 693 Government 16 1 Transportation 285 105 Communication 4,191 8,680 Education 86 76

90,338 69,706

Non-performing loans by Geography

South south 9,887 2,315 South west 68,370 56,259 South east 1,921 905 North west – – North central 9,729 10,089 North east 431 138

90,338 69,706

Concentration of risks of financial assets with credit risk exposure

(a) Geographical sectors

The following table breaks down the Bank’s main credit (due from banks, loans and advances, finance under lease) exposure at their carrying amounts, as categorised by geographical region as of 31 December 2009.

For this table, the Bank has allocated exposures to regions based on the region of domicile of our counterparties.



At 31 December 2009 Due from Loans Advances TotalBanks under finance

Nigeria leaseSouth south – 13,630 451 14,081 South west 45,481 183,374 5,062 233,917 South east – 3,169 80 3,249 North central – 23,578 725 24,303 North east – 562 26 588 Outside Nigeria 28,009 – – 28,009

73,490 224,313 6,344 304,147

At 31 December 2008 Due from Loans Advances TotalBanks under finance

NigeriaSouth south – 9,671 1,048 10,719 South west 124,870 132,299 6,889 264,058 South east – 4,156 131 4,287 North central – 19,328 975 20,303 North east – 523 45 568Outside Nigeria 37,597 – – 37,597

162,467 165,977 9,088 337,532

(b) Industry sectorsDue from Loans Advances under Total

banks finance leaseAt 31 December 2009

Agriculture – 9 2 11 Oil and gas – 52,990 258 53,248 Capital market – 63,953 – 63,953 Consumer credit – 44,942 4,514 49,456Manufacturing – 25,431 354 25,785 Mining and quarrying – 310 764 1,074 Mortgage – 5,325 – 5,325 Real estate and construction – 14,412 4 14,416 Finance and insurance 73,490 1,371 11 74,872 Government – 17 349 366 Power – – – – Other public utilities – – – – Transportation – 591 80 671 Communication – 14,853 8 14,861 Education – 109 – 109

73,490 224,313 6,344 304,147



At 31 December 2008 Due from Loans Advances under Total

banks finance leaseAgriculture – 5 3 8 Oil and gas – 19,879 245 20,124 Capital market – 51,801 – 51,801 Consumer credit – 42,143 6,672 48,815 Manufacturing – 14,515 551 15,066 Mining and quarrying – 132 1,158 1,290 Mortgage – 4,764 – 4,764 Real estate and construction – 17,553 29 17,582 Finance and insurance 162,467 4,077 37 166,581 Government – 2 – 2 Power – – – –Other public utilities – – – –Transportation – 701 355 1,056 Communication – 10,322 38 10,360 Education – 83 – 83

162,467 165,977 9,088 337,532

Analysis by portfolio distribution and risk rating

At 31 December 2009 AAA to AA- A+ to A- BBB+ to Below BB- UnratedBB-

2,864 1,121 123,794 102,878 – At 31 December 2008 AAA to AA- A+ to A- BBB+ to Below BB- Unrated

BB-

1,917 1,396 87,762 83,990 –

Foreign exchange risk

Foreign exchange risk (or currency risk) is the risk to earnings and capital arising from sudden changes in the relative prices of different currencies while a bank maintains an open position in one currency or another. It can arise directly through trading in foreign currencies, making loans in a currency other than the local currency of the obligor, buying foreign-issued securities, or issuing foreign-currency denominated debt as a source of funds. It can also arise when assets and liabilities are denominated in foreign currencies

The Bank takes on exposure to the effects of fluctuations in the prevailing foreign currency exchange rates on its financial position and cash flows. The Board sets limits on the level of exposure by currency and in aggregate for both overnight and intra day positions, which are monitored daily. The table below summarises the bank's exposure to foreign currency exchange risk at 31 December.



Concentrations of currency risk – on- and off-balance sheet financial instruments

At 31 December 2009 Naira Dollar GBP Euro Others TotalN’million

AssetsCash and balances with the Central Bank 8,629 557 87 156 95 9,524 Treasury bills 15,116 – – – – 15,116Due from other banks 44,258 14,823 1,299 12,920 190 73,490 Loans and advances to customers 146,404 37,305 2 7 1 183,719 Advances under finance lease 5,671 329 – – – 6,000 Investment securities 15,387 – – – – 15,387 Other assets 29,103 729 134 (36) 41 29,971

Total financial assets 264,568 53,743 1,522 13,047 327 333,207

LiabilitiesCustomer deposits 186,891 43,100 1,240 12,409 191 243,831 Due to other banks 16,400 747 – – – 17,147 Other borrowings – 4,576 – – – 4,576 Current income tax 213 – – – – 213 Other liabilities 11,341 4,465 62 463 30 16,361

214,845 52,888 1,302 12,872 221 282,128

Net on-balance sheet financial position 49,723 855 220 175 106 51,079

Off balance sheet (liabilities) 24,710 74,880 (499) (5,354) (14) 93,723

At 31 December 2008 Naira Dollar GBP Euro Others TotalN’million

Total financial assets 317,919 64,888 519 8,084 22,238 413,648

Total financial liabilities 346,521 40,449 976 9,000 3,764 400,710

Net on-balance sheet financial position (28,602) 24,439 (457) (916) 18,474 12,938

Off balance sheet 67,862 90,946 92 14,466 – 173,366



Liquidity risk

Liquidity risk is the risk to earnings or capital resulting from the inability to meet cash flow obligations in a timely and cost-effective manner. Banks are exposed to the risk that depositors’ demands for repayment (or withdrawals) outstrip their ability to realize longer-term assets in cash. The consequences of not being liquid can be severe and immediate. In the extreme case, it can lead to closure of the financial institution. There are two types of liquidity risk:

Funding liquidity risk is the risk that funds will not be available when needed to meet our financial commitments.

Trading liquidity risk is the risk that assets cannot be liquidated quickly enough. This can happen when the liquidity of a market disappears making it difficult or costly to close or modify positions.

Liquidity risk management process

The Bank measures its liquidity risk by the degree of diversification of sources and maturity of deposits.

The Bank’s liquidity management process is primarily the responsibility of the Assets and Liabilities Committee (ALCO). Treasury is the executory arm of ALCO and its functions includes:

a. Day-to-day funding, managed by monitoring future cash flows to ensure that requirements can be met. This includes replenishment of funds as they mature or are borrowed by customers. The Bank maintains an active presence in money markets to enable this to happen.

b. Maintaining a portfolio of highly marketable assets that can easily be liquidated as protection against any unforeseen interruption to cash flow

c. Monitoring balance sheet liquidity ratios against internal and regulatory requirements (in conjunction with financial control unit); and

d. Managing the concentration and profile of debt maturities.

Funding approach

Sources of liquidity are regularly reviewed by Treasury to maintain a wide diversification by currency, geography, provider, product and term.



Maturity profile – on Balance Sheet

31 December 2009 Up to 1 1 – 3 3 – 6 6-12 1 – 5 Over 5

Liabilities: month months months months Years Years Total

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

Customer deposits 206,234 34,216 1,339 1,844 198 – 243,831

Due to other banks 2,509 12,150 2,488 – – – 17,147

Borrowings – – – – 885 3,691 4,576

Current income tax – – – 213 – – 213

Other liabilities 3,720 2,754 1,415 8,472 – – 16,361

Total liabilities 212,463 49,120 5,242 10,529 1,083 3,691 282,128

Assets:

Cash and balances with central banks 9,524 – – – – – 9,524

Treasury bills and other eligible bills 6,536 8,580 – – – – 15,116

Due from other banks 73,490 – – – – – 73,490

Loans and advances to customers 93,089 17,626 1,709 5,243 66,052 – 183,719

Advances under finance lease 7 77 159 787 4,970 – 6,000

Investment securities 3,256 – 1,100 652 5,244 5,135 15,387

Other assets 23,615 4,904 1,452 – – – 29,971

Deferred income tax assets – – – – 1,073 – 1,073

Property and equipment – – – – – 21,382 21,382

Total assets 209,517 31,187 4,420 6,682 77,339 26,517 355,662

Gap (2,946) (17,933) (822) (3,847) 76,256 22,826 73,534



Maturity profile – On-balance Sheet


Liabilities month months months months Years Years Total


Customer deposits 276,760 17,974 8,761 6,951 268 – 310,714

Due to other banks 23,913 – – – – – 23,913

Borrowings – – – – – 3,269 3,269

Current income tax – – – 752 – – 752

Other liabilities 3,183 3,929 4,732 4,865 – 45,070 61,779

Deferred income tax liabilities – – – 283 – – 283

Total liabilities (contractual dates) 303,856 21,903 13,493 12,851 268 48,339 400,710

Assets:

Cash and balances with central banks 18,768 – – – – – 18,768

Treasury bills and other eligible bills 2,601 9,170 6,954 802 1,720 – 21,247

Due from other banks 131,795 7,370 22,100 1,202 – – 162,467

Loans and advances to customers 19,412 56,987 18,247 42,998 3,952 3,321 144,917

Advances under finance lease 370 89 185 1,144 4,577 2,537 8,902

Investment securities – – 200 3,870 7,083 11,002 22,155

Other assets 15,840 16,749 694 1,305 604 - 35,192

Property and equipment – – – – 8,096 10,722 18,818

Total assets 188,786 90,365 48,380 51,321 26,032 27,582 432,466

Gap (115,070) 68,462 34,887 38,470 25,764 (20,757) 31,756



Maturity profile – Off Balance Sheet

(A) Financial guarantees and other financial facilities

Performance Bonds and financial guarantees (Note 27), are also included below based on the earliest contractual maturity date.

(B) Contingent letters of creditsUnfunded letters of credit (Note 27) are also included below based on the earliest contractual payment date.

(c) Capital commitmentsCapital commitments for the acquisition of buildings and equipment (Note 27) are also part of the summary in the table below:


month months months months Years Years Total


Performance bonds and financial guarantees 1,107 5,003 5,644 5,426 20,734 – 37,914

Contingent letters of credits 7,250 10,784 1,973 – – – 20,007

Bankers acceptances 2,951 4,623 88 – – – 7,662

Guaranteed commercial papers 7,312 16,108 1,217 – – – 24,637

Forward exchange contract 3,503 – – – – – 3,503

Capital commitments – – 686 – – – 686

22,123 36,518 9,608 5,426 20,734 – 94,409

31 December 2008

Performance bonds and financial guarantees 28,654 7,479 2,593 9,459 5,374 – 53,559

Contingent Letters of credits 20,707 10,615 5,731 2,193 – – 39,246

Bankers acceptances 164 176 – – – – 340

Guaranteed commercial papers 33,886 44,444 1,891 – – – 80,221

Capital commitments – – 527 – – – 527

83,411 62,714 10,742 11,652 5,374 – 173,893



Capital management

Capital adequacyThe Bank manages its capital base to achieve a prudent balance between maintaining capital ratios to support business growth and depositor confidence, and providing competitive returns to shareholders. The capital management process ensures that the Bank maintains sufficient capital levels for legal and regulatory compliance purposes. The Bank ensures that its actions do not compromise sound governance and appropriate business practices and it eliminates any negative effect on payment capacity, liquidity or profitability.

Capital adequacy and the use of regulatory capital are monitored daily by the Bank’s management, employing techniques based on the guidelines developed by the Central Bank of Nigeria (CBN), for supervisory purposes. The required information is filed with the CBN on a monthly basis. Auditors to the Bank are also required to render an annual certificate to the Nigeria Deposit Insurance Corporation (NDIC) that includes the computed capital adequacy ratio of the Bank.

The CBN requires each bank to:(a) hold the minimum level of the regulatory capital of N25 billion and(B) maintain a ratio of total regulatory capital to the risk-weighted asset at or above the minimum of 10%.

The capital adequacy ratio, which reflects the capital strength of an entity compared to the minimum regulatory requirement, is calculated by dividing the capital held by that entity by its risk-weighted assets. The Bank’s regulatory capital as managed by its Financial Control and Treasury Units is divided into two tiers:

! Tier I capital: (primary capital) represents permanent forms of capital such as share capital, retained earnings and reserves created by appropriations of retained earnings. The book value of goodwill is deducted in arriving at Tier 1 capital; and

! Tier II capital: (secondary capital) includes preference shares, minority interests arising on consolidation, qualifying debt stock, fixed assets revaluation reserves, foreign currency revaluation reserves, general provisions subject to maximum of 1.25% of risk assets and hybrid instruments - convertible bonds.

The risk-weighted assets are measured by means of a hierarchy of five risk weights classified according to the nature of credit/counterparty risk and reflecting an estimate of credit risks associated with each asset and counterparty. A similar treatment is adopted for off balance sheet exposures, with some adjustments to reflect the more contingent nature of the potential losses.

The table below summarises the composition of regulatory capital and the ratios of the Bank for the years ended 31 December 2009 and 31, December 2008. During those two years, the Bank complied with all of the externally imposed capital requirements to which they are subject.




2009 2008N'million N'million

Tier 1 capitalShare capital 3,609 3,609Share premium 11,917 11,917 Statutory reserves 6,135 6,135SMIEIS reserve 1,150 1,150Capital reserve 7,218 7,218Retained earnings (2,861) 1,727 Deposit for shares 46,366 –

Less: goodwill and intangible assets – –

Total qualifying Tier 1 capital 73,534 31,756

Tier 2 capital

General provision – 973

Total qualifying Tier 2 capital – 973

Total regulatory capital 73,534 32,729

Risk-weighted assets:

On-balance sheet 246,290 210,671 Off-balance sheet 58,760 115,189

Total risk-weighted assets 305,050 325,860

Risk weighted Capital Adequacy Ratio (CAR) 24% 10%



Operational risk:

Operational risk is the risk of loss resulting from inadequate or failed internal processes, people and systems or external events. It is inherent in every product and service that Ecobank provides. It manifests itself in a variety of ways, including internal fraud, external fraud, transaction processing errors, business interruption, and disputes with employees, clients and vendors. Operational risk also includes legal risk, the risk of loss resulting from the failure to comply with laws, prudent ethical standards and contractual obligations. These events can potentially result in reputational harm to the bank (reputational risk).

Ecobank has committed significant resources to develop a “risk-aware” culture and to ensure that all significant operational risks are identified, measured, assessed, prioritised, managed, monitored and treated in a consistent and effective manner across the bank.

Ecobank categorises operational risk into seven loss event categories based on their primary cause: internal fraud, external fraud, employment practices and workplace safety, disputes with clients, damage to physical assets, business disruptions and systems failure, and execution, delivery and process management.

Operational risk managers within each business unit ensure that all operational risk events are recorded and reported to the appropriate management levels. Internal loss events are categorised into actual loss (an incident that has resulted in a financial loss),potential loss (an incident that has been discovered, that may or may not ultimately result in a financial loss) and near miss events. A near miss event is an incident that was discovered through means other than normal operating practices and that, through good fortune or focused management action, resulted in no loss or a gain.

The bank monitors operational risk through risk and control self assessments, tracking of internal loss data, and monitoring of key risk indicators. Risk and control self assessments are a key components of Ecobank’s operational risk framework. It involves, on a quarterly basis, each business unit proactively identifying and assessing its significant operational risks and the controls in place to manage those risks. The bank uses OpRisk Manager, an operational risk management application developed by HSBC, to perform its risk and control self assessments. This application also enables the collection, analysis, and reporting of operational loss event data at both business and bank level and by Basel II categorization. Business units are thus able to monitor the key operational risk exposures and their underlying causes against the thresholds set by the bank. The bank analyses the impact of unlikely, but not impossible events by means of scenario analysis, which enable management to gain a better understanding of the risks that it faces under extreme conditions. Both historical and hypothetical events are tested.

Strategic and franchise risks:

Strategic and franchise risks arise whenever the bank launches a new product or a new service or when it implements a strategy. The risk is that the strategy may fail, causing damage to the bank’s image, which may impair the bank’s ability to generate or retain business. However, the bank always carefully assesses both the impact of external factors on its strategic choices (strategic risk) and the feed-back from clients, shareholders and regulators on its results and capital (franchise risk).


2009 2008

N'million % N'million %

Gross income 59,864 55,156

Interest paid:

Local (18,292) (14,689)

Foreign (750) (730)

Administrative overheads (12,073) (9,733)

Value added 28,749 100% 30,004 100%

Distribution

Employees

– Salaries and benefits 13,195 46% 14,050 47%

Government

– Taxation 1,356 5% (893) (3%)

The future

– Asset replacement (depreciation) 2,692 9% 2,220 7%

– Asset replacement (loan loss provision) 16,094 56% 12,497 42%

– Expansion (transfers to reserves) (4,588) (16%) 2,130 7%

28,749 100% 30,004 100%

Statement of Value Added


2009 2008 2007 2006 2005

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

Assets

Cash and balances with the central bank 9,524 18,768 12,927 8,764 1,426

Treasury bills and other eligible bills 15,116 21,247 47,393 2,436 9,712

Due from other banks 73,490 162,467 84,142 41,974 31,940

Loans and advances to customers 183,719 144,917 116,181 52,279 19,131

Advances under finance lease 6,000 8,902 7,404 2,108 –

Investment securities 15,387 22,155 24,261 13,889 959

Other assets 29,971 35,192 4,835 4,272 981

Assets on lease – – – – 1,138

Deferred income tax asset 1,073 – – – –

Property and equipment 21,382 18,818 14,253 6,370 2,366

355,662 432,466 311,396 132,092 67,653

Financed by:

Share capital 3,609 3,609 10,827 10,827 5,414

Share premium 11,917 11,917 11,917 11,917 11,917

Reserves 11,642 16,230 12,078 6,577 9,406

Customer deposits 243,831 310,714 222,885 84,041 32,452

Due to other banks 17,147 23,913 8,600 – –

Deposit for shares 46,366 45,070 – – –

Borrowed funds 4,576 3,269 – – –

Current income tax 213 752 1,885 1,440 478

Other liabilities 16,361 16,709 42,016 16,859 7,502

Deferred tax liabilities – 283 1,188 431 484

Retirement benefit obligations – – – – –

355,662 432,466 311,396 132,092 67,653

Acceptances and guarantees 93,723 173,366 88,088 68,878 30,371

Balance Sheet

Five Year Financial Summary


2009 2008 2007 2006 2005N'million N'million N'million -N'million N'million

Gross Earnings 59,864 55,156 32,710 17,258 9,303

Profit before taxation (5,944) (898) 10,096 5,012 2,265

Taxation 1,356 893 (2,646) (1,453) (597)

Profit after taxation (4,588) (5) 7,450 3,559 1,668

Proposed dividend — — 24k — 9k

Earnings per share (basic) (0.64k) (0.03k) 34k 27k 15k

Earnings per share (diluted) (0.33k) (0.03k) 34k 49k 23k

Number of business offices 256 240 200 131 46

Profit and loss Account:

Five Year Financial Summary


Resolution 1:

That the General Meeting approves and adopts the Report of the Directors, the Audited Accounts as at December 31, 2009, the Auditors Report thereon and the Audit Committee’s Report and that the Directors be discharged from their respective responsibilities to the Company in respect of the Audited Accounts.

Resolution 2a:

That the General Meeting approves that the resolution proposing the re-election of Chief Wilfred Belonwu and Dr. (Mrs.) Nadu Denloye, directors retiring by rotation be taken in one vote.

Resolution 2b:

That the General Meeting approves that the resolution proposing the re-election of Chief Wilfred Belonwu and Dr. (Mrs.) E. Nadu Denloye, independent directors retiring by rotation in accordance with Article 93, be re-elected as directors.

Resolution 3:

That the General Meeting renews the appointment of the Auditors, PricewaterhouseCoopers for a term of one year only from the date of this Annual General Meeting and that the directors be and are hereby authorized to fix the remuneration of the auditors.

Resolution 4:

That the General Meeting elects members of the Audit Committee for the ensuing year.

SPECIAL BUSINESS

Resolution 5:

That the General Meeting approves the remuneration of non-executive directors, not exceeding N60,000,000.00 for the 2010 financial year.

Resolution 6a:

That the General Meeting approves that the resolution proposing the ratification of appointment of Mr. Oladisun Holloway, Mrs. Evelyne Tall, Mr. Kola Karim, Mrs. Ibironke Wilson, Mrs. Morenike Adepoju and Ms. Esijolone Okorodudu, who were appointed since the last Annual General Meeting (AGM) be taken in one vote.

Resolution 6b:

That the appointments of Mr. Oladisun Holloway, Mr. Kola Karim, Mrs. Evelyne Tall, Mrs. Ibironke Wilson, Mrs. Morenike Adepoju and Ms. Esijolone Okorodudu as directors be ratified by the General Meeting.

By Order of the Board:

Adenike Laoye Company Secretary

Proposed Resolutions


Report of the External Consultant on the Board Appraisal

We conducted the appraisal of the Board of Directors (“the Board”) of Ecobank Nigeria Plc (“the Bank”) for the

year ended 31 December, 2009 in accordance with the standards set by the Central Bank of Nigeria (CBN) Code

of Corporate Governance for Banks in Nigeria Post Consolidation (“the CBN Code”). Corporate governance is the

system by which business corporations are directed and controlled to enhance performance and long-term

shareholder value.

We reviewed the Bank's corporate governance report included on pages 27 to 30 of the Annual Report for the

year ended 31 December 2009 as prepared by the Board, and assessed the level of compliance of the Board

with the CBN Code.

The principal recommendations arising from our appraisal of the Board of Ecobank Nigeria Plc, in accordance

with the CBN Code, were in the following areas: frequency of the statutory audit committee meetings and

induction training for new Directors.

Dimeji Salaudeen

Partner, KPMG Professional Services

27 May 2010


The following changes have taken place in the Bank's authorised and issued capital since incorporation:

Date Issued Authorised Issued Fully Paid Nominal Value Remarks

From To From To

N (000) N (000) N (000) N (000)

1986 25,000 25,000 – – N1.00

1989 25,000 50,000 25,000 25,000 N1.00 Cash

1991 – 50,000 7,500 32,500 N1.00 Bonus

1992 50,000 100,000 6,500 39,000 N1.00 Bonus

1994 – 100,000 50,000 89,000 N1.00 Cash

1996 150,000 250,000 44,500 133,500 N1.00 Bonus

1997 750,000 1,000,000 400,500 534,000 N1.00 Bonus

1999 – 1,000,000 118,667 652,667 N1.00 Cash

2001 1,000,000 2,000,000 435,110 1,087,778 N1.00 Bonus

2003 – 2,000,000 435,111 1,522,889 N1.00 Bonus

2004 – 2,000,000 217,556 1,740,445 N1.00 Bonus

2005 4,000,000 6,000,000 3,325,023 5,065,468 N0.50 Cash (STOCK SPLIT)

2005 – 6,000,000 348,089 5,413,557 N0.50 Bonus

2006 9,000,000 15,000,000 5,413,557 10,827,114 N0.50 Bonus

2007 – 15,000,000 – 10,827,114 N0.50

2008 – – – 3,609,037 N0.50 Reconstruction

2009 – – – 3,609,037 N0.50 Reconstruction

Share Capital History

22ND ANNUAL GENERAL MEETING TO BE HELD AT SHELL HALL, MUSON CENTRE, ONIKAN, LAGOS ON WEDNESDAY, JUNE 30TH, 2010 AT 11.OOA.M

I/VVE ____________________________________________ being a member/members of ECOBANK NIGERIA PLC, hereby appoint ___________________________________or failing him, the Chairman of the meeting as my/our proxy to act and vote for me/us and on my/our behalf at the 22nd Annual General Meeting of the Company to be held on Wednesday, June 30th 2010 or at any adjournment thereof.

Dated this ________________ day of ___________ 2010.

Shareholder’s Signature __________________________

IF YOU ARE UNABLE TO ATTEND THE MEETING

A member (Shareholder) who is unable to attend an Annual

General Meeting is allowed by law to vote by proxy. The above

proxy form has been prepared to enable you exercise your right

to vote, in case you cannot personally attend the meeting.

Please sign this proxy form and forward it, so as to reach the

office of the Secretary, 7th Floor, Plot 21 , Ahmadu Bello VVay,

Victoria Island, Lagos not later than 48 hours before the time

fixed for the meeting. If executed by a Corporation, the Proxy

Form should be duly executed by the appointor.

It is a requirement of the law under the Stamp Duties Act Cap 411

Laws of the Federation of Nigeria, 1990 that any instrument of

proxy to be used for the purpose of voting by any person entitled

to vote at any meeting of shareholders must be stamped by the

Commissioner for Stamp Duties.

The Proxy must produce the Admission Card below to obtain

entrance to the Meeting.

Please admit the Shareholder named on this card or his duly appointed proxy to the Annual General Meeting of the company to be held on June 30th, 2010 at the

22nd Annual General Meeting ADMISSION CARD

Proxy Form

To receive and consider the Report of the Directors, the Audited Financial Statements as at 31st December, 2009, the Auditors Report thereon and the Audit Committee's Report.

To re-elect Directors retiring by rotation.

To reappoint the auditors for a term of one year only and authorize Directors to fix the remuneration of the Auditors.

To elect members of the Audit Committee for the ensuing year.

To approve the remuneration of Non-Executive Directors.

To appoint new Directors.

Please indicate with “X" in the appropriate square how you wish your votes to be cast on the resolutions set out above. Unless otherwise instructed, the proxy will vote or abstain from voting at his discretion.

RESOLUTIONS FOR AGAINST

Name:

Address:

Signature:

Number of Shares:

Notes

It is our pleasure to inform you that you can henceforth, collect your dividend through DIRECT CREDIT into your Bank Account. Consequently, we hereby request you to provide the following information to enable us process direct payment of your dividend (when declared) into your bank account.

Date (DD/MM/YYY)Shareholder’s Account Number

Surname/Company’s Name

Other Names (for Individual Shareholder)

Present Poastal Address

City State

Email Address

Mobile (GSM) Phone Number

Bank Name

Branch Address

Bank Account Number

Bank Sort Code

SECURITIES LIMITED137/139, BROAD STREET, LAGOS.

01-7301260-1

MANDATE FOR e-DIVIDEND PAYMENT

I/WE hereby that from now, all dividend warrant(s) due to me/us from my/our holding(s) in all the companies you areRegistrars to be mandated to my/our Bank named above.

Shareholder’s Signature or Thumbprint Shareholder’s Signature or Thumbprint

AUTHORISED SIGNATURE & STAMP OF BANKERS

Company’s Seal/Incorporation Number (Corproate Shareholder)

EDCECOBANK NIGERIA PLCRC 89773

2009 nigeria annual reports

Documents