Access Finance B.V.

Managing directors report and Financial statements for the year 2015

ADDRESS: Herikerbergweg 238 1101 CM Amsterdam Chamber of Commerce: File number 53972139

Contents

Managing Directors report

3-6

Balance sheet as at 31 December 2015

7

Profit and loss account for the year end 31 December 2015

8

Cash flow statement for the year ended 31 December 2015

9

Notes to the 2015 financial statements

10

Other information

21

Provisions in the Articles of Association governing the appropriation of profit Proposal for profit appropriation Subsequent events Independent auditor’s report

21 21 21 22

2

Managing Directors report

The Managing Directors of Access Finance B.V. (hereinafter “the Company”) herewith present its Managing Directors report and financial statements for the financial year ended 31 December 2015.

General Access Finance B.V. (“the Company”) was incorporated on 17 November 2011, by Access Bank Plc., which continued since as its sole shareholder. Its main purpose is to attract funding for onlending to Access Bank Plc.

Overview of activities On 25 July 2012, the Company issued for a total principal amount of USD 350,000,000 Guaranteed Notes at par and these were admitted to the official list of the UK Listing Authority (the “Official List”) and to the London Stock Exchange Plc (the “London Stock Exchange”) and to trading on the London Stock Exchange’s regulated market. These notes are guaranteed by Access Bank Plc. The proceeds of these Notes were used by the Company to enter into an Onloan Agreement with the shareholder for the same principal amount of USD 350,000,000. The interest rate for this loan is fixed at 7.34 per cent per annum, 7.25 % as coupon interest on notes plus a margin of 0.09%. The interest on both the loan and Notes is semi-annually due on the business day prior to the earlier of the date on which the Coupon payments become due for payment in principle 25 January and 25 July. The final maturity date of the loan is at the discretion of the Company and will be called upon not later than the maturity date of the issued Guaranteed Notes being 25 July 2017. The Company granted a loan of USD 2,462,800 to its shareholder on 31 July 2012, as settlement of the shareholder’s non-mandatory share premium contribution in the amount of EUR 2,000,000 on 31 July 2012. The interest rate for this loan is fixed at 7.34 per cent per annum and the interest is due on the last day of each one year anniversary after the 31st of July 2012. The final maturity date of this loan is 31 July 2032. At such date the loan will be repaid in full. Earlier repayment is possible if both parties will agree to earlier repayment. This loan was provided to the shareholder enabling the shareholder to apply such funds for general business purposes, while the Company does not require these funds for its normal activities.

Financial information The profit for the year before taxation is EUR 153,035 (previous year: profit EUR 336,503). The profit results for EUR 162,762 (calculated at average exchange rate) from interest on the loan to the shareholder which was funded by share premium. The remainder results from the margin between the notes issued and the related loans to the shareholder of 0.09% less incurred costs. The achieved results further increased the positive working capital of the Company to EUR 928,901. The solvency of the Company mainly depends on the solvency of the parent company. We refer to the published annual reports of the parent company revealing its financial position.

Liquidity and capital resources The Management is satisfied that the Company has adequate resources to meet its operational needs for the foreseeable future and accordingly it continues to adopt the going concern basis in preparing the financial statements.

3

Significant risks and uncertainties Strategic risks, operational risks, financial risks are all related to the specific purpose of this Company being limited to provide funding to the parent company with funds attracted from the public via the London Stock Exchange. Risks related to the financial reporting are related to the requirements to provide adequate disclosures to the public and the relevant authorities in accordance with the applicable laws and regulations as will be in force from time to time. During the normal course of business, the Company makes use of various (primary) financial instruments. These financial statements contain the following financial instruments: loans granted to the shareholder including interest receivable, listed notes at the London Stock Exchange including interest payable, other receivables, cash at banks and other payables or financial commitments. These financial instruments are not being held for trading and or speculating purposes and the Company makes no use of derivative financial instruments (derivatives) or other complex financial instruments. These financial instruments expose the Company to various risks, which are described below.

Credit risk The credit risk associated with the obligations under the notes issued is considered equal to the credit risk of the parent company as the proceeds of the notes have been applied in accordance with the prospectus to provide loans which are due from shareholder and as the shareholder has guaranteed payment of the notes. We refer to the audited consolidated accounts of the parent company which reflect continuation of its profitability and an increased positive consolidated equity. No specific measures have been taken to mitigate the risk that the parent company may not fulfil its obligations.

Currency risk Foreign exchange exposure is minimized by the fact that the main USD loan provided to the shareholder is funded by corresponding USD denominated notes issued. Consequently currency risk is limited to the USD 2,462,800 loan to the shareholder and the local balance on the USD bank account of USD 1,102,298.

Liquidity risk As due dates of interest due and receivable and the maturity dates of corresponding debts and receivables have been determined to allow timely payment of the amounts due, such liquidity risk has been mitigated. If funding would not be provided in time to the Company, the obligation to pay amounts due to the note holders becomes a direct obligation of the parent company. With regard to coverage of operational costs, the realised further increase of the funding on the Dutch bank accounts provides sufficient liquidity for payment of operational expenses in the foreseeable future.

Interest rate risk The interest rate risk is considered minimal as the risk is addressed and mitigated by a fixed positive margin between the rates on borrowing and lending.

Market risk Due to the limited operations of the Company, management is of the opinion that the market risk is negligible. The Company is not subject to externally imposed capital requirements.

4

Rating of notes The notes are rated by Standard & Poor’s and Fitch. The ratings as at 31 December 2015 are respectively B+ and B (compared to last year BB- and B). The Standard & Poor’s rating is now higher than the B rating expected as disclosed in the prospectus. No consequences are detailed in the prospectus with regard to any changes in the ratings as long as there is no change in control as defined in the prospectus and no relevant rating downgrade occurred in such period of change in control as defined in the prospectus.

The Supervisory Board The following changes were made to The Supervisory Board throughout the year and to the date of approval of this report: Tamramat Mosunmola Belo-Olusoga

(resigned 30 July 2015)

Mohammed Mahmoud Isa-Dutse

(resigned 16 November 2015)

Grace Titilayo Osuntoki

(appointed 17 March 2016)

Roosevelt Michael Ogbonna

(appointed 17 March 2016)

Audit committee Based on Article 1, par 1, sub 1 “Wet toezicht accountantsorganisaties” the Company is considered as an “Organisatie van Openbaar Belang” (organisation of public interest) and following the Royal Decree of 26 July 2008, concerning the implementation of Article 41 of EC directive 2006/43 the Company is required to have an Audit Committee. The Company makes use of the exemption to the requirement to establish its own audit committee based upon article 3a of the Royal Degree of 26 July 2008 implementing article 41 of the EU Directive 2006/43EG, as the Audit Committee of the parent company fulfils the required tasks.

Employees The Company does not employ any staff (2014: nil) and hence incurred no salary, related social security charges or pension costs in 2014 and 2015. The Board of Management and Supervisory Board of Access Finance B.V. are in favor of diversity. Currently, Access Finance B.V. has one woman on the Board of Management and Supervisory Board. Access Finance B.V. has no policy regarding the minimum desirable distribution men and women on the Board of Management and Supervisory Board. In the future appointment of Board members, Access Finance B.V. will focus on the mutual added value of individuals to each other, diversity is part thereof.

Subsequent information No events occurred which require any additional reporting in the financial statements.

5

Future outlook It is intended to refinance the bonds via the issue of new bonds in order to repay the guaranteed notes issued by the Company which have a scheduled maturity date on 25 July 2017. The refinancing would be completed before the maturity date of the current guaranteed notes. The shareholder indicated that it has performed well financially and therefore management expects no problems with arranging refinancing. Also external financing might not be needed for settlement of the bonds due to the Company.

Amsterdam, 29 June 2016

The Board of Management:

The Supervisory Board:

TMF Management B.V.

Grace Titilayo Osuntoki

represented by:

Oluseyi Kolawole Kumapayi

Roosevelt Michael Ogbonna

6

Balance sheet as at 31 December 2015 (Before profit appropriation and in Euro)

FIXED ASSETS Financial fixed assets

CURRENT ASSETS Interest receivable on loans to shareholder Other receivable Cash at bank

CURRENT LIABILITIES Interest payable on Guaranteed Notes Payables to shareholder Corporate income tax Interest accrued regarding taxes Accrued expenses

Note s

31 De c. 2015

31 Dec. 2014

3

322,279,711 322,279,711

288,680,700 288,680,700

4

10,275,177 36,377 1,036,398 11,347,952

9,219,640 25,787 688,667 9,934,094

10,080,980 55,782 238,647 5,352 38,290 10,419,051

9,045,392 55,782 132,241 131,000 9,364,415

928,901

569,679

323,208,612

289,250,379

320,021,815 320,021,815

286,654,751 286,654,751

3,186,797

2,595,628

18,000 2,000,000 512,536 533,833 122,428 3,186,797

18,000 2,000,000 43,795 329,571 204,262 2,595,628

5

6 7 8 9

NET CURRENT ASSETS/(LIABILITIES) TOTAL ASSETS LESS CURRENT LIABILITIES LESS: LONG-TERM LIABILITIES Guaranteed Notes

10

TOTAL ASSETS LESS LIABILITIES CAPITAL AND RESERVES Issued share capital Share premium Translation reserve Retained earnings Result for the year

11

7

Profit and loss account for the year ended 31 December 2015 (Expressed in Euro)

INCOME Interest on loans to shareholder Other interest income/(expenses) Total income

EXPENSES Interest on Guaranteed Notes Interest expenses taxes Management and administration expenses Total expenses

Notes

Year 2015

Year 2014

3&4

24,698,252 24,698,252

20,626,506 (767) 20,625,739

24,462,683 5,352 77,182 24,545,217

20,185,000 104,236 20,289,236

153,035

336,503

-

6 & 10 12

Profit before taxation Corporate income tax Profit after taxation

8

(30,607) 122,428

(132,241) 204,262

8

Cash flow statement for the year ended 31 December 2015 2015 EUR

2014 EUR

EUR

EUR

Cash flow from operating activities Interest received from loans to shareholder Interest paid to Noteholders Payments relating to management, domiciliation and accounting services Payments to auditor for services provided Payments to tax advisor for services provided Payments to other parties for services provided Payments to tax authorities Receipts from tax authorities (VAT)

23,103,469 (22,887,849)

19,096,426 (18,675,323)

(147,786)

(11,510)

(37,510)

(29,645)

(17,961)

(14,970)

(1,912) -

(1,367) (29,490)

24,686

-

Cash flow from operating activities Loans granted to shareholder

35,137 -

Cash flow from investing activities Issued notes

334,121 -

-

-

-

-

Cash flows from financing activities Net cash flow

35,137

334,121

Exchange rate and translation differences on cash and cash equivalents

312,594

21,194

Changes in cash and cash equivale nts

347,731

355,315

9

Notes to the 2015 financial statements 1

General

Relationship with parent company and principal activities Access Finance B.V. (“the Company”), having its statutory seat in Amsterdam, and its Registered address at Luna ArenA, Herikerbergweg 238, Amsterdam in the Netherlands, is a private limited liability company under Dutch law, with 100% of its shares held by Access Bank Plc, a company listed on the Nigeria Stock Exchange on 18 November 1998 and domiciled in Nigeria. The Company was incorporated on 17 November 2011. On 25 July 2012, the Company issued for a total principal amount of USD 350,000,000 Guaranteed Notes at par admitted to trading at the London Stock Exchange. These notes are guaranteed by Access Bank Plc. The proceeds of these Notes were used by the Company to enter into an On-loan Agreement with the shareholder on 25 July 2012 for the same principle amount of USD 350,000,000. In addition, the Company granted a loan of USD 2,462,800 to its shareholder on 31 July 2012, as settlement of the shareholder’s non-mandatory share premium contribution in the amount of EUR 2,000,000 on 31 July 2012.

Basis of preparation The financial statements have been prepared in accordance with Title 9, Book 2 of the Netherlands Civil Code. The applied accounting policies are based on the historical cost convention. The financial statements are presented in Euro which is the Company’s presentation currency. The functional currency of the Company is United States Dollars (USD).

Going concern These financial statements have been prepared on the basis of the going concern assumption.

2

Accounting policies

General Unless stated otherwise, assets and liabilities are shown at nominal value. An asset is disclosed in the balance sheet when it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the cost of the asset can be measured reliably. A liability is recognised in the balance sheet when it is expected to result in an outflow from the entity of resources embodying economic benefits and the amount of the obligation can be measured with sufficient reliability. Income is recognised in the profit and loss account when an increase in future economic potential related to an increase in an asset or a decrease of a liability has arisen, the size of which can be measured reliably. Expenses are recognised when a decrease in the economic potential related to a decrease in an asset or an increase of a liability has arisen, the size of which can be measured with sufficient reliability.

10

If a transaction results in a transfer of future economic benefits and or when all risks relating to assets or liabilities transfer to a third party, the asset or liability is no longer included in the balance sheet. Assets and liabilities are not included in the balance sheet if economic benefits are not probable and/or cannot be measured with sufficient reliability. The revenue and expenses are allocated to the period to which they relate.

Use of estimates The preparation of the financial statements requires the management to form opinions and to make estimates and assumptions that influence the application of principles and the reported values of assets and liabilities and of income and expenditure. Actual results may differ from these estimates. The estimates and the underlying assumptions are constantly assessed. Revisions of estimates are recognised in the period in which the estimate is revised and in future periods for which the revision has consequences.

Principles for the translation of foreign currency Transactions in foreign currencies Transactions denominated in foreign currency are translated into the functional currency (US dollars) of the Company at the exchange rate applying on the transaction date. Monetary assets and liabilities denominated in foreign currency are translated at the balance sheet date into to the functional currency at the exchange rate applying on that date. Non-monetary assets and liabilities in foreign currency that are stated at historical cost are translated into US dollars at the applicable exchange rates applying on the transaction date. Translation gains and losses are taken to the profit and loss account in so far as these do not relate to the conversion of the functional currency (US dollars) to the reporting currency (Euro). Translation gains and losses regarding the conversion of the functional currency to the reporting currency are recorded on the translation reserve. The following rate has been applied as at 31 December 2015: 1 EUR = USD 1.09075 (2014: USD 1.215628)

Financial instruments These financial statements contain the following financial instruments: loans granted to the shareholder including interest receivable, listed notes at the London Stock Exchange including interest payable, other receivables, cash at banks and other payables or financial commitments. Financial instruments are initially recognised at fair value, including discount or premium and directly attributable transaction costs. After initial recognition, financial instruments are valued in the manner described under financial fixed assets, receivables, long-term liabilities and current liabilities.

Financial fixed assets The financial fixed assets consist of two loans granted to the shareholder. These loans are initially recognised at fair value, including discount or premium and directly attributable transaction costs. The loans are subsequently measured at amortised cost on the basis of the effective interest method, less impairment losses.

11

Impairment of financial assets The financial assets are assessed at each reporting date to determine whether there is objective evidence that they are impaired. A financial asset is impaired if there is objective evidence of impairment as a result of one or more events that occurred after the initial recognition of the asset, with negative impact on the estimated future cash flows of that asset, which can be estimated reliably. An impairment loss in respect of a financial asset stated at amortised cost is calculated as the difference between its carrying amount and the present value of the estimated future cash flows discounted at the asset’s original effective interest rate. Losses are recognised in the profit and loss account. Interest on the impaired asset continues to be recognised by using the asset's original effective interest rate. When, in a subsequent period, the amount of an impairment loss decreases, and the decrease can be related objectively to an event occurring after the impairment was recognised, the decrease in impairment loss is reversed through profit or loss (up to the amount of the original cost).

Receivables Receivables are initially recognised at fair value and subsequently measured at amortised cost on the basis of the effective interest method.

Long-term liabilities Long-term liabilities consist of listed notes. The notes are initially recognised at fair value, including discount or premium and directly attributable transaction costs. The notes are subsequently measured at amortised cost on the basis of the effective interest method.

Current liabilities Current liabilities are initially recognised at fair value and subsequently measured at amortised cost on the basis of the effective interest method.

Interest income and interest expenses Interest income and interest expenses are recognised in the period to which it relates, using the effective interest method.

Corporate income tax Corporate income tax comprises the current and deferred corporate income tax payable and deductible for the reporting period. Corporate income tax is recognised in the profit and loss account. Current tax comprises the expected tax payable or receivable on the taxable profit or loss for the financial year, using tax rates enacted or substantively enacted at the reporting date, and any adjustment to the tax payable in respect of previous years. Deferred tax is provided for temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be available against which the temporary difference can be utilised. Deferred tax assets are

12

reviewed at each reporting date and reduced to the extent that it is no longer probable that the related tax benefit will be realised.

Cash flow statement The cash flow statement is prepared using the direct method. Cash flows in foreign currency are translated into euros using the weighted average exchange rates at the dates of the transactions.

Determination of fair value The fair value of a financial instrument is the amount for which an asset can be sold or a liability settled, involving parties who are well informed regarding the matter, willing to enter into a transaction and are independent from each other. For measurement and disclosure purposes, fair value is determined on the following methods:

Loans granted and other receivables The fair value of non-derivative financial assets is calculated of the net present value of future repayments and interest payments, discounted at the market interest rate at the reporting date. The fair value of other receivables is estimated at the present value of future cash flows.

Other financial liabilities or commitments The fair value of Notes is determined on the basis of the listed closing (bid price) at the reporting date. The fair value of other financial commitments is calculated on the basis of the net present value of future repayments and interest payments, discounted at the market interest rate at the reporting date. Detailed information concerning the principles for determining fair value is included in the section that specifically relates to the relevant asset and liability.

3

Financial fixed assets a) Loan to shareholder financed by bond issue On 25 July 2012 the Company entered into an On-loan Agreement with the shareholder for the principal amount of USD 350,000,000. The interest rate for this loan is fixed at 7.34 per cent per annum, 7.25 % as coupon interest on notes plus a margin of 0.09%. The interest is semi-annually due on the business day prior to the earlier of the date on which the Coupon payments become due for payment in principle 25 January and 25 July. The final maturity date of the loan is at the discretion of the Company and will be called upon not later than the maturity date of the issued Guaranteed Notes being 25 July 2017. The carrying value of this loan amounts to EUR 320,880,000, exclusive costs to be amortised, as at 31 December 2015. The fair value of this loan, excluding costs to be amortised, is EUR 308,103,796 (USD 336,064,350) on 31 December 2015, which is EUR 12,776,204 (USD 13,935,650) lower than the book value. The fair value of the loan is based upon the market value of the notes issued less accrued interest and taking into account the higher interest rate. No collateral was pledged as security taken into account the guarantee issued by the shareholder and as such was not required under the prospectus. b) Other loan to shareholder The Company granted a loan of USD 2,462,800 to its shareholder on 31 July 2012. The interest rate for this loan is fixed at 7.34 per cent per annum and the interest is due on the last day of each one year anniversary after the 31st of July 2012. The final maturity date of

13

the loan is 31 July 2032. At such date the loan will be repaid in full. Earlier repayment is possible if both parties will agree to earlier repayment. This loan was provided to the shareholder enabling the shareholder to apply such funds for general business purposes, while the Company does not require these funds for its normal activities. The counter value of this loan amounts to EUR 2,257,895. The fair value of this loan is EUR 2,146,506 (USD 2,341,302) on 31 December 2015, which is EUR 111,389 (USD 121,498) lower than the book value. The fair value of this loan is calculated using the same method as for the loan under a) above. The management considers the current negative differences between the fair values and recorded book values not to imply a permanent impairment of value considering the longterm character of the loans, the daily fluctuations of the fair values and the limited impact of such difference on the net financial position when taking into account the notes issued in USD. Movements in loans to shareholder during the year: Year 2015 in euro Opening balance at 1 January Transaction expenses on loans Amortisation capitalised transaction expenses Unrealised exchange difference Ending balance at 31 December

288,680,700 539,246 33,059,765 322,279,711

Ye ar 2014 in euro 254,444,690 450,559 33,785,451 288,680,700

(*) The loan of USD 350,000,000 is financed by the issuance of Guaranteed Notes and the funds were transferred to the shareholder on the 26th of July 2012.

On 25 July 2012 transaction expenses were incurred for USD 2,991,800 regarding the placement of the notes. These expenses were recharged to the shareholder and are annually amortised. The amortisation for the year 2015 amounts to EUR 539,246 (USD 598,360) and has been recognised as part of the interest on loans to shareholder. The financial assets of EUR 322,279,711 as per 31 December 2015 are not due within one year with the exception of the amortisation of the transaction expenses for the year 2015 which amounts to EUR 548,576 (USD 598,360).

4

Interest receivable on loans to shareholder

This item represents the interest receivable on the shareholders loan of USD 350,000,000 (see 3 a) of USD 11,132,333 (EUR 10,206,123) for the period 25 July 2015 until 31 December 2015, and an amount of USD 75,321 (EUR 69,054) on the shareholders loan of USD 2,462,800 (see 3 b) for the period 31 July 2015 until 31 December 2015.

5

Cash at bank

Cash at bank is available on demand.

14

6

Interest payable on Guaranteed Notes

This item represents the interest payable on the Guaranteed Notes (see 10) of USD 10,995,833 (EUR 10,080,980) for the period 25 July 2015 until 31 December 2015.

7

Payables to shareholder

The shareholder made advances in the preceding year to the Company in order to pay specific expenses, such as Upfront Transaction Acceptance fees and audit fees. So far these advances have not been repaid.

8

Corporate income tax

The Dutch corporate income tax rate is 20% for the first EUR 200,000 and 25% for the profit above the EUR 200,000 tranche. The profit before taxation amounts to EUR 153,035 for the year ended 31 December 2015. The Company has a fiscal taxable profit for the year ended 31 December 2015 of EUR 465,629. The reconciliation between the commercial and fiscal result is as follows: Commercial profit Translation reserve movement Fiscal translation difference Calculated fiscal result

153,035 544,540 (231,946) 465,629

Movements in tax liability:

Opening balance at 1 January Payment corporate income tax assessment 2013 Tax expenses current financial year Ending balance at 31 December

Ye ar 2015 in euro

Year 2014 in euro

132,241 106,406 238,647

28,738 (28,738) 132,241 132,241

Ye ar 2015 in euro

Year 2014 in euro

30,607 75,799 106,406

132,241 132,241

The components of the tax charge are as follows:

Tax expenses current financial year recognised in profit & loss Tax charge directly recognised in equity Total tax charge

The tax expense recognised in the profit and loss account for 2015 amounts to EUR 30,607 or 20 % of the result before taxation. The income tax amount directly recognised in equity amounts to EUR 75,799 and relates to movement of translation reserve in 2015.

15

9

Accrued expenses

The accrued expenses are comprised as follows:

Management fees Audit fees

10

Year 2015 in euro 12,290 26,000 38,290

Ye ar 2014 in euro 106,000 25,000 131,000

Guaranteed Notes

On 25 July 2012 the Company issued for a total principal amount of USD 350,000,000 Guaranteed Notes and these were admitted to the official list of the UK Listing Authority (the Official List”) and to the London Stock Exchange plc (the “London Stock Exchange”) and to trading on the London Stock Exchange’s regulated market. The final maturity date of the issued Guaranteed Notes is 25 July 2017. These notes are guaranteed by Access Bank Plc. Access Bank Plc. absorbed the cost of the placement being USD 2,991,800. Interest on the Notes is payable semi-annually in arrears on 25 January and 25 July in each year, commencing on 25 January 2013. Interest amounts are calculated at an interest percentage of 7.25 %. The loan is listed in two tranches. The first tranche decreased with USD 450,000 to nominal USD 1,750,000 and has a market valuation at 98.125% as per 31 December 2015. The second tranche increased with USD 450,000 to nominal USD 348,250,000 and has a market valuation at 97.982% as at 31 December 2015. The fair value of the Guaranteed Notes is EUR 304,325,957 (USD 331,943,670) on 31 December 2015, which is EUR 16,554,043 (USD 18,056,330) lower than the book value. The fair value of the notes is based upon the market value of the notes issued less accrued interest. No collateral was pledged as security taken into account the guarantee issued by the shareholder and as such was not required under the prospectus. With regard to these Guaranteed Notes, the documentation (prospectus) includes covenants for the Company and for the guarantor. The Company has been informed that the guarantor met its covenants. The covenants of the guarantor include negative pledge, restricted payments, capital adequacy, no consolidation or merger, disposals and transactions with affiliates. The only covenant for the Company to be met relates to a negative pledge as defined on page 46 under note 5 Covenants, which has been met by the Company.

Movements during the year: Year 2015 in euro

Ye ar 2014 in euro

Opening balance at 1 January Transaction expenses on notes issued Amortisation capitalised transaction expenses Unrealised exchange difference

286,654,751 539,246 32,827,818

252,655,958 450,559 33,548,234

Ending balance at 31 December

320,021,815

286,654,751

16

On 25 July 2012 transaction expenses were incurred for USD 2,991,800 regarding the placement of the notes, which were recharged to the shareholder and are annually amortised. The amortisation for the year 2015 amounts to EUR 539,246 (USD 598,360) and has been recognised as part of the interest on Guaranteed Notes. The Guaranteed Notes of EUR 320,021,815 as per 31 December 2015 are not due within one year with the exception of the amortisation of the transaction expenses for the year 2015 which amounts to EUR 548,576 (USD 598,360).

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Capital and reserves

Movements during the year:

Balance as at 1 January 2014 Allocation result preceding year Translation effect functional currency Result for the year Balance at 31 December 2014 Allocation result preceding year Translation effect functional currency Result for the year Balance at 31 December 2015

Issued share capital in euro

Share premium

Translation re serve

Retained earnings

Result for the ye ar in euro

Total amount

in euro

in euro

in euro

18,000

2,000,000

74,177

255,394

2,132,955

-

-

-

255,394

(255,394)

-

-

258,411 -

-

204,262

258,411 204,262

18,000

2,000,000

43,795

329,571

204,262

2,595,628

-

-

-

204,262

(204,262)

-

-

468,741 -

-

122,428

468,741 122,428

18,000

2,000,000

512,536

533,833

122,428

3,186,797

(214,616)

in euro

-

-

Issued share capital The Company’s authorised share capital, amounting to EUR 90,000, comprises 90,000 ordinary shares of EUR 1 each, of which 18,000 shares have been issued and paid up.

Share premium On 31 July 2012 the shareholder made a non-mandatory share premium contribution in the amount of EUR 2,000,000.

Result for the year At the General Meeting, it will be proposed to approve the appropriation of the result for the year to accumulated result.

17

12

Management and administration expenses

The management and administrative expenses are comprised as follows:

Management fees Audit fees Bank charges Other expenses

Year 2015 in euro 28,426 32,000 1,360 15,396 77,182

Ye ar 2015 in euro 65,018 25,000 1,156 13,062 104,236

The accrued audit fees for the year 2015 were EUR 26,000. The accrued management fees for the second half year 2015 were EUR 12,290.

13

Financial instruments

During the normal course of business, the company makes use of various (primary) financial instruments. These financial statements contain the following financial instruments: loans granted to the shareholder including interest receivable, listed notes at the London Stock Exchange including interest payable, other receivables, cash at banks and other payables or financial commitments. These financial instruments are not being held for trading and or speculating purposes and the Company makes no use of derivative financial instruments (derivatives) or other complex financial instruments. These financial instruments expose the Company to various risks, which are described below.

Credit risk The credit risk associated with the obligations under the notes issued is considered equal to those of the parent company as the proceeds of the notes have been applied in accordance with the prospectus to provide loans which are due from shareholder and as the shareholder has guaranteed payment of the notes. We refer to the audited consolidated accounts of the parent company which reflect continuation of its profitability and an increased positive consolidated equity. No specific measures have been taken to mitigate the risk that the parent company may not fulfil its obligations.

Currency risk Foreign exchange exposure is minimized by fact that the main USD loan provided to the shareholder is funded by corresponding USD denominated notes issued. Consequently currency risk is limited to the USD 2,462,800 loan to the shareholder and the local balance on the USD bank account of USD 1,102,298.

18

Liquidity risk As due dates of interest due and receivable and the maturity dates of corresponding debts and receivables have been determined to allow timely payment of the amounts due, such liquidity risk has been mitigated. If funding would not be provided in time to the Company, the obligation to pay amounts due to the note holders becomes a direct obligation of the parent company. With regard to coverage of operational costs, the realized further increase of the funding on the Dutch bank accounts provides sufficient liquidity for payment of operational expenses in the foreseeable future. The shareholder guarantees the obligations of the Company and provides advances if necessary to fulfil the payment of any specific expenses.

Interest rate risk The interest rate risk is considered minimal as the risk is addressed and mitigated by a fixed positive margin between the rates on borrowing and lending.

Market risk Due to the limited operations of the Company, management is of the opinion that the market risk is negligible. The Company is not subject to externally imposed capital requirements.

14

Off-balance sheet assets and liabilities

The Company does not have any off-balance sheet assets and liabilities or any commitments or guarantees at 31 December 2015.

15

Transactions with related parties

Transactions with related parties occur when a relationship exists between the Company and its shareholder and their directors and key management personnel. There were no transactions during the year with related parties that were not on a commercial basis.

16

Remuneration of managing and supervisory directors

During the period, no remuneration was paid to the managing directors or the supervisory directors.

17

Staff numbers and employment costs

The Company does not employ any staff hence incurred no further salary and related social security expenses or pension costs in 2015. No remuneration was paid to the managing directors’ or to the members of the supervisory board.

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Auditor’s fees

The following fees were charged by KPMG Accountants N.V. to the Company as referred to in Section 2:382a(1) and (2) of the Netherlands Civil Code:

Audit of the financial statements Other audit engagements Tax-related advisory services Other non-audit services

KPMG Accountants N.V. Year 2015 in euro

KPMG Accountants N.V. Year 2014 in euro

32,000 32,000

25,000 25,000

Amsterdam, 29 June 2016

The Board of Management:

The Supervisory Board:

TMF Management B.V.

Grace Titilayo Osuntoki

represented by:

Oluseyi Kolawole Kumapayi

Roosevelt Michael Ogbonna

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Other information Provisions in the Articles of Association governing the appropriation of profit Under article 23 of the Company’s Articles of Association, the result for the year is at the disposal of the General Meeting, which can allocate said profit either wholly or partly to the formation of – or addition to – one or more general or special reserve funds. The Company can only make payments to the shareholders and other parties entitled to the distributable profit insofar as the shareholders’ equity exceeds the paid-up and called-up part of the capital plus the statutory reserves.

Proposal for profit appropriation The General Meeting will be asked to approve the appropriation of the result for the period ended 31 December 2015 to accumulated result. Distribution can only be made to the extent that the Shareholders’ equity exceeds the legal reserves and the reserves provided for by the Articles of Association. The Management Board must grant its approval which it can only withhold in the event that it knows or reasonably should have known that, following the distribution, the Company will not be able to continue with the payment of its debts becoming due and payable in the foreseeable future.

Subsequent events There are no events subsequent to balance date which would have an impact on the Company’s financial statements for the period ended 31 December 2015.

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Independent auditor’s report To: the General Meeting and the Supervisory Board of Access Finance B.V.

Report on the audit of the annual financial statements 2015 Opinion In our opinion the financial statements give a true and fair view of the financial position of Access Finance B.V. as at 31 December 2015, and of its result and its cash flows for the year ended 31 December 2015 in accordance with Part 9 of Book 2 of the Netherlands Civil Code. What we have audited We have audited the financial statements 2015 of Access Finance B.V., based in Amsterdam. The financial statements comprise: 1 the balance sheet as at 31 December 2015; 2 the following statements for 2015: profit and loss account, the cash flow statement; and 3 the notes comprising a summary of the significant accounting policies and other explanatory information. Basis for our opinion We conducted our audit in accordance with Dutch law, including the Dutch Standards on Auditing. Our responsibilities under those standards are further described in the ‘Our responsibilities for the audit of the financial statements’ section of our report. We are independent of Access Finance B.V. in accordance with the Verordening inzake de onafhankelijkheid van accountants bij assurance-opdrachten (ViO) and other relevant independence regulations in the Netherlands. Furthermore, we have complied with the Verordening gedrags- en beroepsregels accountants (VGBA). We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Audit approach Summary

• Overall materiality of EUR 8,000

• 5% of profit before tax

• Valuation of loans to Access Bank Plc

• Coverage is 100% as the financial statements comprise one entity

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Materiality Misstatements can arise from fraud or error and are considered material if, individually or in aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. The materiality affects the nature, timing and extent of our audit procedures and the evaluation of the effect of identified misstatements on our opinion. Based on our professional judgment we determined the materiality for the financial statements as a whole at EUR 8,000 (2014: EUR 16,500). The materiality is determined with reference to the profit before tax (5%). We have also taken into account misstatements and/or possible misstatements that in our opinion are material for qualitative reasons for the users of the financial statements. We agreed with the Supervisory Board that misstatements in excess of EUR 400, which are identified during the audit, would be reported to them, as well as smaller misstatements that in our view must be reported on qualitative grounds. Our key audit matters Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements. We have communicated a key audit matter to the Supervisory Board. The key audit matter is not a comprehensive reflection of all matters discussed. This matter was addressed in the context of our audit of the financial statements as a whole and in forming our opinion thereon, and we do not provide a separate opinion on this matter.

Valuation of loans to Access Bank Plc Description Access Finance B.V. (‘the Company’) is a financing entity entering into financing arrangements with her sole shareholder Access Bank Plc. The Company has no substantial assets other than the loans to Access Bank Plc. The Company is therefore interrelated and dependent on the performance of the Access Bank Plc for repayment of its debt instruments and meeting its financial obligations. This is highlighted in Note 13 of the financial statements. Given this pervasive impact on the financial statements of the Company, we considered the valuation of these loans a key audit matter. Our response Our audit procedures included an assessment of the financial robustness of the financial position and liquidity of Access Bank Plc to assess whether it is able to meet its contractual obligations. To this end we performed, amongst others, the following procedures with respect to the exposure to Access Bank Plc: • Inspected the audited 2015 consolidated financial statements of Access Bank Plc. • Considered recent developments in the financial position and cash flows of Access Bank Plc and whether any conditions exist as at, or subsequent to the reporting date that may lead to the Access Bank Plc’s inability to meet its contractual obligations. • Inspected the recent ratings issued by credit agencies for Access Bank Plc. Our observation Based on the aforementioned procedures, we did not identify indications for impairment (impairment trigger) of the loans at the balance sheet date, which could lead to the necessity to recognise an impairment as at 31 December 2015.

Responsibilities of Board of Management and Supervisory Board for the financial statements The Board of Management is responsible for the preparation and fair presentation of the financial statements and for the preparation of the Managing Directors report, both in accordance with Part 9 of Book 2 of the Netherlands Civil Code. Furthermore, the Board of Management is responsible for such internal control as the Board of Management determines is necessary to enable the preparation of the financial statements that are free from material misstatement, whether due to errors or fraud.

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As part of the preparation of the financial statements, the Board of Management is responsible for assessing the company’s ability to continue as a going concern. Based on the financial reporting framework mentioned, the Board of Management should prepare the financial statements using the going concern basis of accounting unless the Board of Management either intends to liquidate the company or to cease operations, or has no realistic alternative but to do so. The Board of Management should disclose events and circumstances that may cast significant doubt on the company’s ability to continue as a going concern in the financial statements. The Supervisory Board is responsible for overseeing the company’s financial reporting process. Our responsibilities for the audit of financial statements Our objective is to plan and perform the audit to obtain sufficient and appropriate audit evidence for our opinion. Our audit has been performed with a high, but not absolute, level of assurance, which means we may not have detected all errors and fraud. For a further description of our responsibilities in respect of an audit of financial statements we refer to the website of the professional body for accountants in the Netherlands (NBA) www.nba.nl/standardtexts-auditorsreport.

Report on other legal and regulatory requirements Report on the Managing Directors report and the other information Pursuant to legal requirements of Part 9 of Book 2 of the Netherlands Civil Code (concerning our obligation to report about the Managing Directors report and other information):

•

•

We have no deficiencies to report as a result of our examination whether the Managing Directors report to the extent we can assess, has been prepared in accordance with Part 9 of Book 2 of the Netherlands Civil Code, and whether the information as required by Part 9 of Book 2 of the Netherlands Civil Code has been annexed. We report that the Managing Directors report, to the extent we can assess, is consistent with the financial statements.

Engagement We were engaged by the General Meeting as auditor of Access Finance B.V. on 21 June 2012, as of the audit for year 2012 and have operated as statutory auditor since then. Our re-appointment is yearly confirmed and documented by an engagement letter, for the year 2015 dated 6 January 2016. Amstelveen, 29 June 2016 KPMG Accountants N.V. A.P.A. Greebe RA

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