THE PROPOSED ACQUISITION OF 100% SHARE CAPITAL OF NIGERIAN AGIP OIL COMPANY LIMITED BY OANDO OIL II COOPERATIEF U.A AND ITS 19% PARTICIPATING INTEREST IN THE NEPL/NAOC/OOL JOINT VENTURE OF BY OANDO PETROLEUM AND NATURAL GAS COMPANY LIMITED

This notification to the Federal Competition and Consumer Protection Commission (the Commission) relates to the proposed acquisition of:

(i) 100% issued share capital of Nigerian Agip Oil Company Limited (NAOC or Target) by Oando Oil II Cooperatief U.A (Share Purchaser); and

(ii) 19% participating interest of Nigerian Agip Oil Company Limited in the NEPL/NAOC/OOL Joint Venture (the Asset) by Oando Petroleum and Natural Gas Company Limited (Asset Purchaser).

(iii) the Both the Asset Purchaser and the Share Purchaser are hereinafter jointly referred to as the Acquirers.

The acquisition of 19% participating interest in the NEPL/NAOC/OOL Joint Venture and 100% of the issued share capital of NAOC are hereinafter referred to as the Proposed Transaction. The Proposed Transaction is to be implemented in accordance with the terms of a Share Purchase Agreement dated 31st August 2023 and entered into between the Acquirers, Oando Plc and the shareholders of the Target - (together the Parties). The Target is a limited liability company, incorporated and registered under the laws of Nigeria. The business of the Target involves the exploration of oil and gas reserves; development, production and upstream wholesale supply of crude oil; development, production and upstream wholesale supply of gas; downstream wholesale supply of gas; production and supply of electricity in Nigeria.

The shareholders of the Target are - Eni International B.V and Eni Oil Holdings B.V. (the Sellers). The Asset Purchaser is a limited liability company, incorporated and registered under the laws of Nigeria and its primary activity includes oil and gas exploration and production, including operations and acquisition of oil and gas rights and assets. The Share Purchaser is a company established and registered under the laws of Netherlands and it is primarily set up as an investment company, with the power to incorporate, participate in, invest in and/or manage or take any other financial interest in other companies and businesses, including oil and gas businesses.

The Acquirers are both subsidiaries of Oando Plc. Both the Asset Purchaser and Target are Nigerian entities and operate in the Nigerian distinct market, while the Share Purchaser and Sellers are foreign entities in the Netherlands. Strategically, the Proposed Transaction represents a significant investment in Nigerias upstream sector and further presents an opportunity to the Acquirers to deepen local content participation in the Nigerian upstream oil and gas industry.

The Proposed Transaction constitutes a merger with a foreign component and would not lead to any substantial prevention or lessening of competition post-merger and there will be no negative impact on employment in Nigeria. On public interest consideration, this merger will lead to significant investment in Nigerias upstream sector and further local content participation in the Nigerian upstream oil and gas industry