Aiico Insurance PlcAiico Insurance PlcAiico Insurance Plc 5 KEY TERMS AND ABBREVIATIONS “Aiico “ or “ the Company” or “ the Issuer” Aiico Insurance Plc “Greenwich”

This document is important and should be read carefully. If you are in any doubt about its contents or the action to take,

please consult your stockbroker, accountant, banker, solicitor or any other professional adviser for guidance immediately.

“For information concerning certain risk factors which should be considered by prospective investor, see “Risk Factors” on

pages 23 & 24”

Aiico Insurance PlcAiico Insurance PlcAiico Insurance PlcAiico Insurance Plc RC. 7340

PUBLIC OFFER FOR SUBSCRIPTION

of

2,500,000,000 Ordinary Shares of 50 kobo each

AT N2.20 PER SHARE

payable in full on application

ISSUING HOUSE

RC: 189502

APPLICATION LIST OPENS ON DECEMBER 10, 2007

APPLICATION LIST CLOSES ON DECEMBER 31, 2007

This Prospectus and the securities which it offers have been cleared and registered by the Securities & Exchange

Commission. It is a civil wrong and a criminal offence under the Investments and Securities Act Cap I24 Laws of the

Federation of Nigeria 2004 to issue a Prospectus which contains false or misleading information. Clearance and registration

of this Prospectus and the securities which it offers do not relieve the parties from any liability arising under the Act for

false and misleading statements contained herein or for any omission of a material fact.

This Prospectus is dated the 6th day of December, 2007

OFFER FOR SUBSCRIPTION OF 2,500,000,000 ORDINARY SHARES OF 50 KOBO EACH AT AN ISSUE PRICE OF

N2.20 PER SHARE PAYABLE IN FULL ON APPLICATION, APPLICATION LIST OPENS 26th November, 2007 AND

CLOSES 31st DECEMBER, 2007

This Prospectus relates to an Offer for Subscription (“the Offer”) by Aiico Insurance Plc (“Aiico” or “the Company”), of an

aggregate of 2,500,000,000 ordinary shares of 50kobo each in the capital of Aiico Insurance Plc at an offer price (“the Offer

Price”) of N2.20 per share. The Shares being offered under the Offer are hereinafter referred to as “the Shares”.

The Shares have been cleared and registered with the Securities and Exchange Commission (“the SEC” or “the

Commission”). It is expected that admission of the Shares to the Daily Official List of the Nigerian Stock Exchange will

become effective on 3rd March 2008 and that unconditional dealings in the shares on the Nigerian Stock Exchange (“NSE”

or “the Exchange”) will commence immediately thereafter. This date is subject to change. The Shares on Offer will only be

tradable on the floor of the Nigerian Stock Exchange upon listing on the NSE (see summary of Offer). Under the Offer, A

maximum of 800,000,000 shares, representing Forty Percent (40%) of the Offer will be preferentially allotted to Aiico

Bahamas Limited from the 2,000,000,000 ordinary shares underwritten by the joint-underwriters.

Aiico accepts responsibility for the information contained in this Prospectus. To the best of the knowledge and belief of the

Company (which has taken all reasonable care to ensure that such is the case) the information contained in this Prospectus

is in accordance with the facts and contains no omission likely to affect its import. Greenwich Trust Limited a company

registered with the Securities and Exchange Commission in Nigeria, is acting exclusively for the Company, and no-one else

in connection with the Offer and will not be responsible to any other person for providing the protections afforded to their

respective clients or for providing advice in relation to the Offer.

This document comprises a prospectus relating to the Company in respect of the Offer prepared in accordance with the ISA

and the Rules and Regulations of the Securities and Exchange Commission.

The Issuing House and any of its affiliates, acting as investors for their own accounts, may take up shares in the Offer and

in that capacity may retain, purchase, sell, offer to sell or otherwise deal in for their own account such securities and any

other securities of the Company or related investments and may offer or sell such securities or other investments other than

in connection with the Offer. Accordingly, references in this Prospectus to the Offer being issued, offered, subscribed,

placed or otherwise dealt in should be read as including any issue or offer to, or subscription, dealing or placing by the

Issuing House and any of its affiliates acting as investors or underwriters for their own account. The Issuing House does

not intend to disclose the extent of any such investments or transactions other than in accordance with any legal or

regulatory obligation to do so.

The shares will rank pari passu in all respects with all other existing shares of the Company, including the right to receive

dividends or other distributions declared, made or paid on the shares. Investors should rely only on the information in this

Prospectus and then only to the extent applicable. No person has been authorized to give any information or make any

representations other than those contained in this Prospectus and, if given or made, such information or representations

must not be relied on as having been authorized by the Company and/or the Issuing House or any affiliate of any thereof.

The Issuing House is not making any representation to any offeree or purchaser of the shares regarding the legality of an

investment by such offeree or purchaser. The information contained in this Prospectus has been provided by the Company

and other sources identified herein. The Issuing House does not make any representation, express or implied, or accepts

any responsibility, with respect to the accuracy or completeness of any of the information in this Prospectus. Each potential

investor in the Offer should read this Prospectus in its entirety and determine for itself the relevance of the information

contained herein and its subscription of the Offer should be based upon such investigation as it deems necessary. In making

an investment decision, prospective investors must rely upon their own examination of the Company and the terms of this

Prospectus, including the risks involved.

The distribution of this Prospectus and the Offer of the shares in certain jurisdiction may be restricted by law. No action has

been taken by the Company or the Issuing House that would permit a public offer of shares or possession, publication or

distribution of this Prospectus (or any other offer or publicity material or application form relating to the Offer) in any

jurisdiction where action for that purpose is required, other than in Nigeria. Persons into whose possession this prospectus

comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may

constitute a violation of the securities laws of any such jurisdiction. This Prospectus does not constitute an offer of or

invitation to subscribe or purchase, any shares being offered in any jurisdiction in which such an offer would be unlawful.

2

TABLE OF CONTENTS PAGES

1. CORPORATE DIRECTORY 4

2. KEY TERMS AND ABBREVIATIONS 5

3. ABRIDGED TIMETABLE 6

4. SUMMARY OF THE OFFER 7

5. HISTORICAL FINANCIAL SUMMARY 8

6. THE OFFER 10

7. DIRECTORS AND OTHER PARTIES TO THE OFFER 11

8. CHAIRMAN’S LETTER 14

8.1 Economic Environment 14

8.2 Political Environment 14

8.3 History 15

8.4 Business 15

8.5 Overview of Aiico Subsidiaries 16

8.6 Board of Directors 17

8.7 Management Staff 19

8.8 Premises & Properties 21

8.9 Purpose of the Offer 22

8.10 Working Capital 23

8.11 Risk Factors and Mitigants 23

8.12 Unclaimed Dividend 24

8.10 Training, Research & Development 24

8.11 Corporate Governance 24

8.12 Future Plans 25

8.13 Conclusion 26

9. THE PROFIT FORECAST 27

9.1 Letter from the Reporting Accountants 27

9.2 Forecast Profit Assuming full subscription 28

9.3 Basis and Assumptions underlying forecasted Financial Statements 34

9.4 Letter from the Issuing House 36

10. REPORTING ACCOUNTANTS’ REPORT ON THE AUDITED FINANCIAL INFORMATION 37

10.1 Reporting Accountants’ Report 37

10.2 Statement of Significant Accounting Policies 38

10.3 Balance Sheets 40

10.4 Profit & Loss Accounts 42

10.5 Cashflow Statements 45

10.6 Notes to the Financial Statements 46

11. STATUTORY AND GENERAL INFORMATION 60

11.1 Incorporation & Share Capital History 60

11.2 Shareholding Structure 60

11.3 Directors’ Beneficial Interests 61

11.4 Subsidiaries & Investments 61

11.5 Statement of Indebtedness 61

11.6 Extracts From The Articles Of Association 62

11.7 Claims & Litigation 71

11.8 Material Contracts 71

11.9 Merger & Acquisition 72

11.10Off Balance Sheet items 72

11.11Cost & Expenses 72

11.12Declarations 72

11.13Relationship Between the Issuer, Issuing House and other Parties 72

11.14Consents 73

11.15Documents Available For Inspection 73

PROCEDURE FOR APPLICATION AND ALLOTMENT 74

RECEIVING AGENTS 75

APPLICATION FORM 76

INSTRUCTIONS FOR COMPLETING APPLICATION FORM 77

3

Aiico Insurance Plc

ORPORATE DIRECTORY

Aiico Insurance Plc has branches and area offices in 18 locations within Nigeria. The Corporate Head

Office and Regional Offices are listed below with their respective addresses and telephone numbers.

Head Office

Aiico Plaza, Plot PC 12, Afribank Street

Victoria Island, P.O. Box 2577, Lagos

Tel: 234-01-2614699, 2617593, 4753360-3

08022921804

E-mail: [email protected]

Website: http://www.aiicoplc.com

Regional Offices

Abuja (B/A) Kano State (A)

Reinsurance Plaza 8, Post Office Road, Kano

Plot 784A, Herbert Macaulay Way Tel.: 08028338804

Central Business District, Abuja

Tel.: 09-5237613, 08056174975 Kaduna State (A)

1, Constitution Road

Abia State (A) Kaduna

7, Factory Road, Aba

P.M.B. 7249, Aba Lagos State (A)

Tel.: 082-221134, 08036665695 143/146, Broad Street, Lagos

Tel.: 01-2664232

2A, Library Avenue, Umuahia (A)

Tel.: 082-221134, 08036665695 Aiico House (A)

36/38, Industrial Avenue, Ilupeju

Anambra State (A) Tel.: 01-4963890, 4976589,

NIPOST Building, Old Market Road, Onitsha 4960427, 4931993

Tel.: 046-212830

Aiico House (B/A)

Cross River State (A) Plot 2, Oba Akran Avenue,

17, Harcourt Bassey Duke Street, Calabar Opposite Dunlop, Ikeja, Lagos

Tel.: 087-238223 Tel.: 01-4970537-8

Delta State (A) Osun State (A)

11, Efurun – Sapele Road, Warri 10, Obafemi Awolowo Road

Tel.: 053-254987 Igbona, Oshogbo

Edo State (B/A) Oyo State (A)

40, Uselu-Lagos Road, 12, Ring Road,

P.O. Box 795, Akpakpava Street, Ibadan

Benin City Tel.: 08033038527

Tel.: 052-253019, 252680

08035027683 Plateau State (A)

4, Beach Road, Jos

Enugu State Tel.: 073-453997, 459529-30

39/35, Chime Avenue Fax: 073-459531

New Haven, Enugu

Tel.: 042-254443 Rivers State (B/A)

112E, Aba Road,

Imo State (A) Port Harcourt

65/67, Douglas Road, Owerri Tel.: 084-231251-2, 579572,

Tel.: 082-221134, 08036665695 08023235371

Note: (A) Agency Office

(B) Branch Office

4

Aiico Insurance Plc 5

KEY TERMS AND ABBREVIATIONS

“Aiico “ or “ the Company” or “ the

Issuer”

Aiico Insurance Plc

“Greenwich” or “Issuing House” Greenwich Trust Limited

“ISA” Investments and Securities Act Cap I24 LFN 2004

“NAICOM” National Insurance Commission

“NSE” or the “The Exchange The Nigerian Stock Exchange

“Pari Passu” Equally

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

of the Offer

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

Subscription

“Receiving Agent” Market Operators authorized to receive Application

Forms/monies from investors

“Registrars” United Securities Limited

“Related Parties” Any body corporate, which is the Company’s subsidiary or

holding company

“SEC” or “the Commission” Securities and Exchange Commission

“The Offer” Offer for Subscription of 2,500,000,000 Ordinary shares of

50 kobo each at N2.20 per share

“Underwriting” An Undertaking to buy unsubscribed shares


ABRIDGED TIMETABLE

DATE ACTIVITY RESPONSIBILITY

10/12/07 Application list Opens Issuing House

31/12/07 Application list Closes Issuing House

15/01/08 Receiving Agents make returns Receiving Agents

17/01/08 Lifting the technical suspension on existing shares of Aiico Stockbrokers

17/01/08 Submit allotment proposal and draft newspaper

announcement to SEC

Issuing House

30/01/08 Receive SEC Clearance of allotment Issuing House

31/01/08 Pay net proceeds of the Offer to Aiico Issuing House

04/02/08 Allotment announcement Issuing House

04/02/08 Return rejected/excess application monies Receiving Banker/Issuing

House

18/02/08 Distribute share certificates Registrars

29/02/08 Forward Declaration of compliance to The Nigerian Stock

Exchange

Stockbrokers

03/03/08 Listing of the newly issued Aiico shares on the floor of the

NSE

Stockbrokers

05/03/08 Forward Summary of Post Completion Report to SEC Issuing House

The dates assigned for above activities may change or be extended upon application by the issuer and approval of the regulatory authorities.


SUMMARY OF THE OFFER

This summary draws attention to information contained elsewhere in the Prospectus, it does not contain all of the

information you need in making your investment decision. It should be read in conjunction with more detailed

information in the full text of the prospectus from which it is derived: -

Issuer: Aiico Insurance Plc (“Aiico”)

Issuing House: Greenwich Trust Limited (“Greenwich”)

Share Capital:

Authorised N5,000,000,000 divided into 10,000,000,000 Ordinary Shares of 50k each

Issued and Fully paid N1,554,893,143 divided into 3,109,786,287 Ordinary Shares of 50k each.

Now being offered N1,250,000,000 divided into 2,500,000,000 Ordinary Shares of 50k each .

Purpose: The Offer is being undertaken to increase the Company’s Shareholders’ Funds and

strengthen its capital base, expand retail infrastructure and branch network, and

deepen capacity to underwrite risks within the Power, Oil & Gas, Real Estate and

Telecommunications sectors.

Utilisation of Proceeds: The net proceeds of the total Offer of N5,275,630,700.00 (after deducting the total

cost of the Offer, which is estimated at N224,369,300 representing 4.08% of the

gross offer proceeds) will be utilized for upgrading and expansion of branches,

Information Technology and enhancement of the Company’s working capital. The

net proceeds is expected to be utilized as follows:

Estimated

completion

-N’ Billion %tage period

Upgrading and Expansion

of Branches* 2,005 38.0 26months

Upgrading of IT Systems 1,055 20.0 12months

Working Capital 2,215 42.0 Ongoing

5,275 100.0

*Abuja, Ibadan, Port Harcourt, Kano, Kaduna, Calabar, Onitsha, Enugu, Benin,

Aba, Umuahia, Imo, Isolo (Lagos)

Method of Offer: Offer for Subscription of 2,500,000,000 ordinary shares of 50 kobo each.

Units of sale: Minimum of 5,000 Ordinary Shares and multiples of 500 Ordinary Shares

thereafter

Offer Price: N2.20 per share

Total Offer Size: N5,500,000,000

Market capitalization at

Offer price (Pre-Offer): N6,841,527,404.80

Market capitalization at

Offer price (Post-Offer): N12,341,527,404.80

Underwriting: The offer is 80% underwritten on a firm basis in line with regulatory stipulations.

Below is table showing the list of Underwriters and the amount underwritten:

Payment Terms: In full on application.

Opening Date: December 10, 2007

Closing Date: December 31, 2007

Underwriters Underwriting Exposure (N)

Greenwich Trust Limited 3,650,000,000.00

Spring Capital Limited 750,000,000.00

Total 4,400,000,000.00



Historical Financial Summary:

(Extracted from the Reporting Accountants’ Report)

Forecast Statistics

(Extracted from the Reporting Accountants’ Report)

Assuming Full Subscription

Year ending December 31 2008

N’000

2009

N’000

2010

N’000

Gross Earnings 5,684,919 7,173,292 8,680,338

Profit Before Tax 1,322,560 2,487,448 3,399,939

Profit After Tax 1,204,352 2,331,114 3,210,686

Dividend 454,979 670,979 1,006,468

Forecast earnings per share (Kobo)* 21 42 57

Forecast dividend per share (Kobo)* 8 12 18

Forecast earnings yield at the Offer Price (%) 10 19 26

Forecast dividend Yield at the Offer Price (%) 4 5 8

Forecast Price/Earning Ratio at the Offer Price 10.48 5.24 3.86

*The earnings and dividend per share for year 2008 to 2010 are based on 5,609,786,287 ordinary shares of 50 kobo

each (being the post offer shares expected to be in use).

The National Insurance Commission Status Report as at September 5th 2007, confirmed that, from records

available to them there has been no adverse material change in the Company’s key financial indicators from the

Company’s audited financial statements for the 3 months ended March 31st, 2007.

Quotation: Aiico’s existing issued and paid up share capital comprising 3,109,786,287

Ordinary Shares of 50 kobo each are listed on The Nigerian Stock Exchange.

An application has been made to The Nigerian Stock Exchange for admission

to its Daily Official list the 2,500,000,000 Ordinary Shares now being offered

for subscription.

Status: The new shares will rank pari- passu in all respects with the existing Ordinary

Shares of Aiico. The shares also qualify as securities in which Trustees may

invest under the Trustees Investment Act cap T22 LFN 2004

Supplementary Allotment: In the event of oversubscription, shares in amount not exceeding 25% in

excess of the Issue proceed in line with SEC’s Rules and Regulation, subject to

the approval of the Board of Aiico Insurance Plc and the subsequent approval

of the Securities & Exchange Commission will be absorbed. The proceeds of

the supplementary allotment will be utilized in the same proportion as earlier

stated and a revised forecast and Supplementary information shall be filed

with SEC.

Preferential Allotment: A maximum of 800,000,000 shares, representing Forty Percent (40%) of the

Offer will be preferentially allotted to Aiico Bahamas Limited from the

2,000,000,000 ordinary shares underwritten by the joint-underwriters.

Year ending December 31 3months

31/3/2007

N’000

2006

N’000

2005

N’000

2004

N’000

2003

N’000

2002

N’000

Gross Premium 1,039,477 3,030,487 2,931,822 2,356,794 1,723,200 1,454,046

Profit Before Tax 62,394 348,799 86,947 74,789 204,221 150,210

Profit After Tax 42,428 483,702 81,810 72,519 183,221 133,089

Dividend - - 51,469 41,728 70,000 30,000

Earnings per share (Kobo)* 2 13 6 11 26 44

Dividend per share (Kobo)* - - 0.04 0.06 0.10 0.10

Earnings yield (%) 0.8 5.2 2.4 4.4 10.4 17.6

Dividend Yield (%) - - 0.01 0.02 0.04 0.04



Group Structure: The Aiico Group comprise of Aiico Insurance Plc and two subsidiaries

namely: Aiico General Company Limited and Aiico Asset Managers Limited.

AIICO Insurance Plc

AIICO General Ins. Co. Ltd

(100% Subsidiary)

AIICO Asset Managers Ltd

(100% Subsidiary)


THE OFFER

A copy of this Prospectus and the documents specified herein have been delivered to the Securities and Exchange Commission

(“SEC” or “the Commission”) for clearance and registration.

This Prospectus is being issued in compliance with the provisions of the Investments and Securities Act Cap I24 LFN 2004, the

Rules and Regulations of the Commission and the Listing Requirements of The Nigerian Stock Exchange (“The Exchange”) and

contains particulars in compliance with the requirements of the Commission and The Exchange, for the purpose of giving

information to the public with regard to the Offer for Subscription of 2,500,000,000 Ordinary Shares of Aiico Insurance Plc by

Greenwich Trust Limited. An application has been made to the Council of The Exchange for the admission to its Daily Official

List of the 2,500,000,000 Ordinary Shares now being offered for subscription.

The Directors of Aiico Insurance Plc individually and collectively accept full responsibility for the accuracy of the information

contained in this Prospectus. The Directors have taken reasonable care to ensure that the facts contained herein are true and

accurate in all respects and confirm, having made all reasonable enquiries that, to the best of their knowledge and belief, there

are no material facts, the omission of which would make any statements herein misleading or untrue.

ISSUING HOUSE

Greenwich Trust Limited

RC 189502

On behalf of

Aiico Insurance Plc

RC 7340

Offer for Subscription

is authorized to receive applications for

2,500,000,000 Ordinary Shares of 50 kobo each

at N2.20 per share

Payable in full on Application

The Application List for the shares now being offered will Open on December 10, 2007 and Close on

December 31, 2007 .

SHARE CAPITAL AND RESERVES OF THE COMPANY AS AT 31 MARCH 2007

(EXTRACTED FROM THE REPORTING ACCOUNTANTS’ REPORT)

N000

AUTHORISED 10,000,000,000 Ordinary Shares of 50kobo each 5,000,000

========

ISSUED AND FULLY PAID 3,109,786,287 Ordinary shares of 50kobo each 1,554,893

Contigency reserve 368,619

Fixed assets revaluation reserve 2,323,454

Quoted Investment revaluation reserve 645,170

General reserve 583,878

Share Premium 674,177

-------------

SHAREHOLDERS’ FUNDS 6,150,191

=========

INDEBTEDNESS:

As at the 31st of March 2007, the Company has no outstanding debentures, mortgages, charges or

similar indebtedness or material contingent liabilities other than in the ordinary course of business.

However, contingent liabilities in respect of the 15 pending litigations involving the company is

approximately N206,425,510.54.


DIRECTORS AND PARTIES TO THE OFFER

Directors Chief (Dr.) Oladele Fajemirokun (Chairman)

34, Onikoyi Street

Ikoyi,

Lagos

Mr. Sobandele D. A. Sobanjo (Managing Director)

Plot PC 12, Afribank Street

Victoria Island

Lagos

Mr. Egejuru Emmanuel Uzoma (Executive Director)


Victoria Island

Lagos

Chief (Dr.) Rasheed Gbadamosi

3rd Floor, 13 Biadou Street

Off Keffi Street

South West Ikoyi

Lagos

Dr. Rilwanu Lukman

2, Jagal Close

Oregun

Lagos

Prince (Dr.) Omoregie Akenzua

10-12, Omoregie Akenzua Way

Off Textile Mill Road

By Capitol Cinema

Benin City

Mr. Haresh Aswani

Lagoon View Plaza

Plot A4, Ozumba Mbadiwe Street

Victoria Island, Lagos

Senator Tokunbo Ogunbanjo

2, Ilabere Avenue

Ikoyi

Lagos

Mr. Eugene Okwor

23A, HFP Way

Dolphin Estate

Lagos

Mr. Olatunji Simeon Oyedokun (Executive Director)


Victoria Island,

Lagos


DIRECTORS AND PARTIES TO THE OFFER (CONTD)

Company Secretary & Mr. Olatunji Simeon Oyedokun

Registered Office Plot PC 12, Afribank Street

Victoria Island

Lagos

Issuing House: Greenwich Trust Limited

Plot 1698A Oyin Jolayemi Street

Victoria Island

Lagos

Joint Stockbrokers: Magnartis Finance & Investment Limited

16, Boyle Street

Onikan

Lagos

Compass Investments & Securities Limited

16th floor, Stock Exchange House

2/4, Customs Street, Lagos

Falcon Securities Limited

31, Marina

Lagos

Independent Securities Limited

42/43 Marina

Lagos

Signet Investment & Securities Limited

Church House

29, Marina

Lagos

Auditors Ernst & Young

(Chartered Accountants)

325, Ikorodu Road

Lagos

Reporting Accountants: SIAO

(Chartered Accountants)

18B, Temple Road

Ikoyi

Lagos

Solicitors to the Company Rickey Tarfa & Co.

53B, Mainland Way

Dolphin Estate, Ikoyi

Lagos

Solicitors to the Offer: Banwo & Ighodalo

98, Awolowo Road

South-West Ikoyi

Lagos


DIRECTORS AND PARTIES TO THE OFFER (CONTD)

Registrar & Transfer Office: United Securities Limited

5th Floor, Niger House

3/5 Odunlami Street

Lagos

Joint Underwriters Greenwich Trust Limited


Victoria Island

Lagos

Spring Capital Markets Limited

Plot 1611, Adeola Hopewell Street

Victoria Island

Lagos

Receiving Bankers: Skye Bank Plc

3, Akin Adesola Street

Victoria Island

Lagos

Intercontinental Bank Plc

Plot 999c, Danmole Street

Victoria Island

Lagos


CHAIRMAN’S LETTER

The following is the text of a letter received by the Issuing House from Chief (Dr.) Oladele

Fajemirokun, Chairman, Board of Directors of the Company on the Offer:-

Aiico Insurance Plc Aiico Plaza plot Pc 12, Afribank Street, Vicoria Island P. O. Box 2577, Lagos. Nigeria

November 20, 2007

The Directors



Victoria Island

Lagos

Gentlemen,

OFFER FOR SUBSCRIPTION OF 2,500,000,000 ORDINARY SHARES OF 50 KOBO EACH AT

N2.20 PER SHARE IN AIICO INSURANCE PLC

On behalf of the Directors of Aiico Insurance Plc (“Aiico”), I am pleased to provide you with the

following information in connection with our Offer for subscription of 2,500,000,000 Ordinary Shares

of 50k each in Aiico at N2.20 per share, which you are making on our behalf.

Economic Environment:

Nigeria has witnessed substantial economic and political reform activities since the restoration of

democratic rule in 1999. The Federal Government has embarked on a series of reforms over the past 6

years to spur economic growth. Examples include the financial sector recapitalization, privatization &

liberalization, promotion of agriculture and anti-corruption campaigns. These reforms were enacted

with a special focus on monetary and fiscal policies to achieve and sustain a low inflation and stable

exchange rate as well as strengthening the exchange rate and encouraging lower rates of interest.

Consequently, the national currency has continued to record appreciation against the dollar and a

number of other major currencies to the extent that exchange rate which, as at end of 2006 stood at

N129 to the US$, declining further to N127 to the US$ in June, 2007.Similarly, year-on-year inflation

rate dropped from as high as 17.80% as at December 2005 to as low as 8.20% as at the same period in

2006. It has further dropped to about 6.40% as at June, 2007.

Finally, the introduction of Monetary Policy Rate (MPR) in December 2006, interest rate volatility has

been dampened considerably. A combination of all of these accounts for the relative current economic

stability.

Political Environment:

The country just witnessed a peaceful transition from one civilian administration to another. Although

there are cases of post election petitions and electoral tribunals revisiting certain cases of alleged

electoral malpractices, the respect for the rule of law under present administration in Nigeria, is an

indication that the nation is moving towards sustainable political stability, making the economy

conducive for investment. In addition, the present administration is also a stern advocate of anti-

corruption which indicates that the government intends to be transparent in order to make the

economy a choice of investors.


CHAIRMAN’S LETTER (CONTD)

History

Aiico commenced operations in Nigeria as an Agency office of American Life Insurance Company

(ALICO), Wilmington Delaware USA in 1963. ALICO was granted operational licence in Nigeria as a

private limited liability company and a full subsidiary of its parent company in 1970 to offer Life and

Pension products and insurance services as American Life Insurance Company Limited. However,

following the Indigenization Decree, which affected all foreign owned companies in Nigeria at that

time, 60% of the Foreign Shareholding of ALICO was acquired by the Federal Government of Nigeria

and the name of the company subsequently changed to American International Insurance Company

Limited (Aiico). It converted to a public liability company in 1989, and quoted its shares on the floor of

the Nigerian Stock Exchange in December 1990. The Federal Government of Nigeria subsequently

divested its 60% holding in the company while ALICO retained its 40% interest.

Aiico which recently concluded a merger arrangement with two medium sized insurance companies

(NFI Insurance Plc and Lamda Insurance Company Limited) currently has Shareholder’s Funds in

excess of N6 billion and an Asset Base in excess of N10 Billion.

Following the conclusion of the financial sector reforms embarked upon by the Federal Government of

Nigeria, AIICO has been re-certified as both a General Insurance and a Life Assurance company and

has thus been duly licensed by the regulatory body - National Insurance Commission (NAICOM).

In terms of recognition, Aiico Insurance Plc was given an International Certification of A+ by Global

Credit Rating Company (GCR) of South Africa. Also in 2004, Agusto & Company rated Aiico

Insurance Plc as second in Nigeria in all the performance indices among other 114 Insurers.

In order to boost its management competence, Aiico signed a Technical Assistance Agreement with

Aiico Bahamas limited, paving the way to the privilege of tapping from the knowledge and expertise

of seasoned insurance professionals with multinational experience.

Aiico Insurance Plc also maintains a first class pool of Re-insurers, such as Munich Re, Swiss Re, Africa

Re, Continental Re, etc.

Backed up by a technically-sound professional and vibrant board, management and professionally

qualified staff with wide experience as well as a strong field force to fortify its operations. Aiico in

addition enjoys the confidence and loyalty of its customers, brokers and the insuring public.

With branches and agency offices spread all over Nigeria, Aiico is well positioned to achieve its future

growth potentials, through investible assets and income in the coming years.

Business

Aiico’s range of products/services are tailored to meet clients’ specific needs, at competitive rates that

are commensurate with the risk presented. They include:

LIFE Products

• Group Life Insurance

• Ordinary Life Insurance

• Annuity



GENERAL Products

• Fire and Special Perils

• Consequential Loss

• Householders/House owners

• Burglary/House Breaking

• All Risk

• Cash-In-Transit

• Goods-In-Transit

• Workmen’s Compensation

• Public Liability/Product Liability

• Marine

• Contractor’s-All-Risk

• Industrial-All-Risk Insurance

• Automobile Insurance

• Fidelity Guarantee

• Health Insurance

• Personal Accident Insurance

• Combined Workmen’s Compensation/Group Personal Accident

• Travel Insurance

• Machinery Breakdown

• Plant-All-Risk

• Bond Insurance

• Electronic Equipment Insurance

• Professional Indemnity

• Oil & Gas

Overview of Aiico Subsidiaries

Aiico has incorporated the following subsidiaries to increase its visibility and add value for its clients:

AIICO General Insurance Limited

Aiico General Insurance Company Limited (“Aiico General”) is the General Insurance arm of Aiico

Insurance Plc. This new addition into the Aiico Insurance family is in response to the directive of the

National Insurance Commission (NAICOM) on the separation of Insurance business, and the resolve

of Aiico Insurance Plc to align with global best practice. Aiico General will therefore leverage on the

Federal Government’s directive on the Nigerian Content Policy in growing its Oil and Energy business

because of its international affiliation and partnership in this regard as the leading Oil and Gas

insurance company within the sub-region.

AIICO Asset Management Limited

AIICO Asset Management Company Limited (“Aiico Asset”) was recently incorporated to optimize

the asset management practices within the AIICO Group and to offer world class services to

individuals, corporate and institutional investors in the following areas:

• Portfolio Management Services

• Equity & Fixed income

• Private Equity; and

• Real Estate



DIRECTORS AND KEY MANAGEMENT

The Board of Directors is headed by me, as the Chairman. I have over 30 years of extensive experience

in, building and growing Companies as well as in wealth creation within and outside Nigeria.

I have cultivated and invested in a number of best-in-class companies in Nigeria, amassing a forte of

high-performance enterprises in key sectors of the economy including Telecommunications, Oil & Gas,

Agriculture, Manufacturing and Financial Services. I am currently serving as the Chairman on the

Board of these companies which include Henry Stephens & Sons Ltd, Nigerian Maritime Services Ltd,

Food Concept and Entertainment Ltd, Logic Science Ltd, FSS Gases Ltd, Blue-Chip Communications

Ltd and Kings Guards Securities Group Ltd.

Furthermore, I am also a core investor in several renowned international companies (including Xerox

Nigeria and Johnson Wax Nigeria), where I am currently Chairman and Director respectively.

I obtained a Bachelor of Science degree in Economics from the University of Ife in 1974. I have also

received various awards and international honors such as a Honorary Doctorate Degree in Business

Administration from City University, Los-Angeles (USA). I am a Fellow of the Institute of

Administrative Management of Nigeria and the Institute of Directors respectively.

CHIEF (DR.) RASHEED GBADAMOSI, OFR - DIRECTOR

Chief (Dr.) Rasheed Gbadamosi graduated with a Bachelor of Arts (Honours) degree in Economics

from the University of Manchester, England in 1966. He obtained an Advanced Diploma in Economic

Development, also from the same University in 1967, and thereafter proceeded to the University of

New Hampshire, USA where he obtained his Masters degree in Economics (1969). In 2005, he was

awarded an Honorary Doctorate degree by Lagos State University.

He is currently the chairman of the board of these Companies - Ragolis Waters Ltd, Vono Products

Nigeria Plc, BHN Plc, and Lucky Fibers Plc. He was the chairman of the board of directors of Nigerian

Industrial Development Bank (now Bank of Industry) between 1986 and 1994. He is a director of

many companies, including Commercial and Scientific Computing of Nigeria Limited, Syndicated

Metal Industries Limited, Cappa & D’Alberto Plc and Sparnoon Nigeria Limited.

Chief Gbadamosi has an outstanding record of public service. He served as the Commissioner for

Economic Development and Establishment in Lagos State between 1967 and 1969 and was the

Honourable Minister for National Planning between 1988 and 1989. He is the current Chairman of

Petroleum Products Pricing Regulatory Agency (PPPRA). A trustee of the Musical Society of Nigeria,

Chief Gbadamosi was conferred with the National Merit Award of the Order of the Federal Republic

(OFR) In 1995.

DR. RILWANU LUKMAN, CFR - DIRECTOR

Dr. Rilwanu Lukman attended the Royal School of Mines, Imperial College of Science & Technology,

University of London, where he bagged a Bachelors degree in Engineering (Mining), and also an

Associateship Diploma in the same discipline in 1962.

He then proceeded on to the Institute of Prospecting & Mineral Deposits, University of Mining &

Metallurgy Leoben, Austria, where he obtained a Postgraduate Certificate in Mining & Mineral

Exploration (1968). Thereafter he attended McGill University, Montreal, where he studied Mineral

Economics between 1977 to 1978. He obtained his Doctorate (Ph.D) degree in Chemical Engineering

from University of Bologna, Italy in 1988.



His working career which spanned over 40 years began at AB Statsgruvor, Sweden in 1962. He was

employed at the Mines Division of the Federal Ministry of Mines & Power, Jos, Plateau State in 1964,

as an Assistant Mining Engineer. He later rose to become an Assistant Chief Inspector. In 1970, he

became the General Manager, Cement Company of Northern Nigeria Limited Sokoto, and later, the

General Manager/Chief Executive, Nigerian Mining Corporation, Jos. Between 1984 and 1990, he was

appointed at various times as the Honourable Minister of Mines, Power and Steel, Petroleum

Resources, and Foreign Affairs. He was the President of the Organization of Petroleum Exporting

Countries (OPEC) Conference for eight consecutive times, from 1986 to 1989. He also became the

Chairman Board of Directors, NEPA between 1993 and 1994.

In 1995, his enviable profile both locally and internationally, (especially in International Diplomacy),

earned him the exalted position of the Secretary-General, Organization of Petroleum Exporting

Countries (OPEC). He however bowed out in 2001 after 15 years of meritorious service to the

Organization. He was again invited by the government of former President Olusegun Obasanjo to

become the Presidential Adviser on Petroleum & Energy.

A distinguished academia, Dr. Lukman is a Fellow of the Imperial College, University of London (the

first African to be so honored), he also has two Honorary Doctorate Degrees from Moore House

College, Atlanta USA and University of Benin. He is a Knight of the British Empire (KBE), an Officer

of the legion d’Honneur of France, and a First Class Citizen of the Republic of Venezuela. At home,

was conferred with the National Award of Commander of the Federal Republic of Nigeria (CFR). He

is widely traveled and is happily married with children.

PRINCE (DR.) OMOREGIE AKENZUA - DIRECTOR

Prince O. Akenzua was born on 1st April 1941. He obtained a B.Sc (Hons) from the University of

Keele, U.K in 1972. He was appointed to the board of Aiico on the 28th of September, 1992. Before

joining the Board of AIICO, he worked with Marex Industries (Nig.) Ltd. He is a seasoned

businessman, and a director of several companies amongst which are Presco Oil Plc, Hal Christie

Investment Ltd, Bencrof Ltd, Catech Plant & Engineering Ltd and Marex Industries (Nig.) Ltd.

MR HARESH ASWANI - DIRECTOR

Mr. Haresh Aswani, a successful businessman, is a member of the famous Aswani family which

operates a large business empire in Asia and Africa. He obtained a Bachelor of Business

Administration (BBA) from the University of Houston in 1981. He is a director in Tolaram Group of

Companies which was established in the 1960s in Indonesia. The group’s business activities range

from Manufacturing to Trading in all sectors of the economy, including telecommunication, consumer

electronics, chemicals and dyestuffs, paper, foodstuffs, furnishings and carpets, household products,

textiles, capital goods and sundries.

Mr. Aswani is also a director in companies where Tolam Group has substantial investments in Nigeria;

these include - Horizon Fibres (Nig) Plc, Lucky Fibres (Nig) Ltd., Multichem Industries Ltd, Nikko

Industries (Nig) Ltd, De-United Foods Industries Ltd, BHN Plc, Panabiz International Ltd, and Multi-

Pro Enterprises Ltd. Mr. Aswani also has investments in East European countries and USA.

CHIEF EUGENE AMECHI OKWOR - DIRECTOR

Chief Eugene Amechi Okwor had his elementary education at St. Patrick’s Catholic School, Oke Padi,

Ibadan. His Secondary education at St. John’s College Eleta Ibadan between 1957 and 1958. He

completed his Secondary education at St. Leo’s College, Abeokuta, Ogun State in 1960.

He proceeded to Holborn College of Law, London England from 1963 to 1966 and later to Inner

Temple London from 1967 to 1969. In 1982 Chief Eugene Okwor was called to Bar in Nigerian Law

School, Lagos.



He started his working career in 1963 as a clerk with Fire Auto & Marine Insurance Co. Ltd, London.

Between 1968 to 1970 he worked as an Underwriting Assistant with Sun Alliance & London Insurance

Group, London. Between 1971 – 1972, he moved on to Co-operative Insurance Society, London as the

Claims Superintendent.

On arrival in Nigeria, Chief Okwor was the Claims Manager for NEM Insurance Co. Ltd, Lagos (1973 –

1974). In 1974, Chief Eugene was Registrar of Insurance, Federal Ministry of Trade, Lagos. He was

later appointed Director of Insurance, Federal Ministry of Finance Lagos from 1977 to 1992. To crown

it all, Chief Eugene Okwor became the Commissioner for Insurance, National Insurance Supervisory

Board, the capacity in which he served meritoriously from 1993 – 1997 when he voluntarily retired.

Chief Eugene is a Chairman of five Companies and on the Board of seven other companies among

which are Chairman Firstlink Insurance Brokers Ltd, Chairman Secure Loss Adjusters Ltd.

SENATOR OLATOKUNBO OGUNBANJO - DIRECTOR

He was educated at St. Saviours School, Ebute Metta, Lagos (1961-1963), Corona School Apapa (1963-

1966), International School Ibadan, (1966 – 1972). Between 1972 and 1976, he attended Trent College,

Long Eaton, Notts England and Cherwell Tutorial College, Oxford England where he had his GCE

Ordinary and Advance levels.

He also attended the University of Buckingham in England where he bagged LLB (Bucks) between

1980 – 1982. He was in the Nigerian Law School in 1983.

Before his appointment as a Director of Aiico Insurance Plc in 2007, he has been a member of Board of

Directors of the following Companies; BNL (formerly) Bouygues Nigeria Limited, Dragages

Engineering Company Limited, Johnson Wax Nigeria Limited, NFI Insurance Plc, IPI Plc and IDEaS

(Information Display Exhibit and Systems Ltd).

Senator Tokunbo Ogunbajo became a Senator of the National Assembly representing Ogun East

Senitorial District in April 2003.

SOBANDELE DAVID AYODEJI SOBANJO – MANAGING DIRECTOR/CEO

He obtained a B.Sc (Hons) in Actuarial Science (1981) and M.Sc Business Administration (General

Management 1995) both from the University of Lagos. He also holds an MBA (Marketing) from Enugu

State University of Science and Technology (ESUT). Mr. Sobanjo is a Chartered Insurer, a fellow of the

Chartered Insurance Institute of London and Nigeria and a member Nigeria Institute of Management.

He has been holding top Management Positions for well over 15 (fifteen) years. His wealth of

experience cut across Pension Management, Group Life, Life Assurance, General Insurance and

Special Risks. He served as Managing Director, Highgate Insurance Brokers Ltd from 1993 to 2000,

from where he moved to Aiico, Lagos as Deputy General Manager – Life Operations. In January 2005,

he was appointed managing Director, African Alliance Insurance Co. Ltd, a position he held till his

appointment as Managing Director Aiico.

Currently he is the chairman of the Executive Management Committee of Aiico Insurance Plc, whose

responsibilities includes policy formulation, policy implementation, marketing strategy, underwriting

guide lives Reinsurance, prompt claim payment and corporate affairs management.

Mr. Sobanjo has attended several courses both locally and abroad including “Managing the People” at

Missenden Abbey Management Centre at Buckinghamshire in the United Kingdom. “Fit for Executive

Decision” by Swiss Reinsurance Corporation.



SIMEON OLATUNJI OYEDOKUN - EXECUTIVE DIRECTOR/COMPANY SECRETARY

Mr. Oyedokun is the Company Secretary / Legal Adviser. He was appointed Acting Managing

Director on 5th October, 2005. Before his appointment he was the General Manager, Human

Resources and Administration/Company Secretary/Legal Adviser. He is a 1981 Sociology graduate of

University of Lagos. He has a Masters degree in Industrial Relations and Personnel Management from

the same University (1985).

A Barrister at Law, Mr. Oyedokun completed his law programme at the University of Lagos in 2001

and was called to Bar in 2002. He is a Fellow of the Institute of Personnel Management of Nigeria and

a member of Nigerian Institute of Management and Institute of Directors of Nigeria. He has attended

Management courses at University of Michigan Ann Arbor USA. He has over 21 years working

experience.

EMMANUEL UZOMA EGEJURU - EXECUTIVE DIRECTOR – FINANCIAL SERVICES

Mr. Emmanuel Egejuru joined AIICO in 1990 as a Senior Manager in the Finance Division. He holds a

Bachelor of Science (Honours) degree from the University of Nigeria (1979). He became a Fellow of

the Institute of Chartered Accountants of Nigeria (FCA) in 1986. He has over 23 years working

experience. He has attended several Management development courses both locally and abroad and

also attended Technical and Reinsurance Accounting courses both locally and abroad. He is an

Alumnus of the Executive Management Programme (AMP) of the Lagos Business School. He has

responsibilities for all Finance, Investment and Information Technology functions of Aiico Insurance

Plc.

He was appointed a member of the Board of Directors of the Company on the 29th of November, 2006.

MANAGEMENT

The management of the Company is headed by the Managing Director/Chief Executive Officer, Mr.

David Sobanjo.

OLUSEGUN OMOSEHIN - MANAGING DIRECTOR/CEO-AIICO GENERAL

Segun is currently the Managing Director and Chief Executive Officer of Aiico General Insurance

Company Limited, the general insurance arm of Aiico Insurance Plc. He is one of the very few multi-

disciplinary professionals in the insurance industry. He holds a 1989 Bachelor of Science (Honours)

degree in Political Science (Second Class Upper Division) from the Ondo State University (now

University of Ado-Ekiti) and a Masters degree in International Law and Diplomacy (MILD) from the

University of Lagos (1991). He also holds a Master of Science (M.Sc) degree in Economics from

University of Lagos (1996) and a Post Graduate Diploma in Manpower Economics & Planning from

the same University (1999).

Segun is an Associate of the Chartered Insurance Institute of Nigeria where he left a record of

completing all the levels of the professional examinations at only two sittings. He is a member of the

Nigerian Institute of Management. He is also a member of the Nigerian Society of International

Law, as well as a member of the Institute of Directors (IoD). Segun is equally an Alumnus of the

prestigious Lagos Business School.

He has attended several local and International courses on strategic planning, marketing, Management

and Insurance. His wealth of experience and versatile background stand him in good stead in the

strategic repositioning of Aiico Insurance Plc.



FESTUS IDOWU OLABIYI - DEPUTY GENERAL MANAGER (LIFE OPERATIONS)

Mr. Olabiyi joined the Company as a Deputy General Manager on the 1st March, 2006. An Associate of the

Chartered Insurance Institute of Nigeria, he holds a 1983 Bachelor of Science (Honours) and 1985 Masters of

Science in Mathematics from the University of Lagos. He has a Post Graduate Diploma in Actuarial Science

from Heriot Watt University, Edinburgh U.K. He worked with Crusader Insurance Plc before joining the

Company.

OMOTAYO OLATUYI – ASSISTANT GENERAL MANAGER (LIFE OPERATIONS)

Mr. Olatuyi was employed in 1979, promoted a Senior Manager in 1997 and Assistant General Manager

in January, 2001. He obtained a Higher National Diploma in Business Administration (1992) from Yaba

College of Technology and a 1999 Masters in Business Administration (MBA) from the University of

Ado Ekiti. He became an Associate member of the Chartered Institute of Insurance, (ACII) London in

1990. He is an Alumnus of the Advance Management programme of the Lagos Business School and has

attended several Management Conferences both at home and abroad.

OLALEKAN OLADIMEJI OTUSANYA – ASSISTANT GENERAL MANAGER (FINANCIAL

SERVICES)

Olalekan Oladimeji Otusanya the Assistant General Manager Finance Division attended the University

of Warwick, England where he obtained a B.A (Combined Honours) in Politics/Sociology (Second Class

Upper) 1982. On his return to Nigeria he had his NYSC scheme with Union Bank of Nigeria, Agodi

Branch Ibadan. He later joined the firm of Chartered Accountants, Peat Marwick Ani Ogunde & Co. as a

trainee accountant in 1985 and qualified as a Chartered Account (ACA) in 1990. He was promoted

Audit Senior in 1991.

Between 1992 and 1994 he worked with Home Foundation & Investment Mortgage Limited and Refuge

Savings & Loans Limited where he was the Head of Finance & Treasury. He joined the Aiico Insurance Plc

in 1995 as a deputy Manager in the Audit department of the Company and was later transferred to the

Budget and Financial Reporting section of the Company in 1986. He was again moved to the Investment

department in April 2005. Presently, he supervises both the Budget and Financial Reporting and

Investment departments.

Financial Performance

Aiico Insurance Plc is positioning itself as a customer-centric and flexible financial institution capable of

providing one stop financial solutions to its customers. In line with the Company’s vision of capturing 10%

market share of the insurance industry and doubling profits in the next 3 years, Aiico has positioned itself

in the high growth areas of General Insurance and Group Life Assurance businesses.

Premises

The Company’s Head Office is at Aiico Plaza, Plot PC 12, Afribank Street, Victoria Island, Lagos. It also has

premises held on lease of varying duration in different parts of the country. The details of the premises are

given hereunder:

LOCATION ADDRESS TITLE EXPIRATION DATE

Lagos Island

Mciver House 143/145 Broad Street

Lagos

Leasehold 30 November 2007

Ibadan 59, Oyo Road Sango, Ibadan, Oyo State Leasehold 30th November, 2007

Jos 4, Beach Road Jos Plateau State Leasehold 14 December 2007

Aba 7 Factorv Road Aba Abia State

Leasehold 28 February. 2008

Warri 11 Effurun Road Warri Delta State

Leasehold 31 December 2007

Onitsha Nipost Building, Old Market Rd,

Onisha.Anambra State Leasehold 31 December, 2007



Enugu

39/35 Chiwe Avenue, New Haven,

Enugu

Leasehold 31 July, 2008

Port-Harcourt

112E, Aba Road Port-Harcourt (New

Office)

Leasehold 30 April, 2009

Calabar 17, Harcourt Street, Calabar

Leasehold 30 April,2008

Port-Harcourt

26B King Amachkree Road Port-

Harcourt

Leasehold 30 April 2008

Owerri 65/67 Douala Road Owerri Imo State

Leasehold 1 December. 2007

Benin 40. Uselu-Lagos Road Benin

Leasehold 31 June 2008

Kaduna 1, Constitution Road, Kaduna

Leasehold 31st January 2009

Abuja Plot 784A Herbert Macaulav Abuia

Leasehold 28 February. 2008

Abuja 235" Cadestral Zone, Havista Close

Asokoro Leasehold 19 June, 2008

Isolo 203/205 Anana Oshodi Expressway lsolo

Leasehold 31st December 2007

Properties

The Company owns 7 properties. The details of these properties are stated below:

LOCATION ADDRESS TITLE

Victoria Island Aiico Plaza, Afribank Street, Victoria

Island Deed of Assignment

Ilupeju Aiico Hose, 36/38 Industrial Avenue,

Ilupeju, Lagos Deed of Assignment

Ikeja Oba Akran Avenue, Ikeja, Lagos Certificate of Occupancy

Lekki Seagate Estate Property, Lekki Deed of Sub-Lease

Victoria Island 42, Balarabe Muse Crescent, Victoria

Island Land Certificate

Lagos Island 200/206 Broad Street, Lagos Deed of Sub-Lease

Ibadan 12, Ring Road, Ibadan, Oyo Deed of Conveyance

Purpose of the Offer

The Offer is being undertaken to increase the Company’s Shareholders’ Funds and strengthen its capital

base, expand retail infrastructure and branch network, and deepen participation in Power, Oil & Gas, Real

Estate and Telecommunications sectors.

The net proceeds of the total Offer of N5,275,630,700 (after deducting the total cost of the Offer, which is

estimated at N224,369,300 or 4.08% of the offer proceeds) will be utilized for upgrading and expansion of

branches, Information Technology and enhancement of the Company’s working capital. The net proceeds is

expected to be utilized as follows:

Estimated

completion

N’ Billion % periods

Upgrading and Expansion of Branch* 2,005 38.0 26months

Upgrading of IT Systems 1,055 20.0 12months

Working Capital 2,215 42.0 Ongoing

5,275 100.0

*Abuja, Ibadan, Port Harcourt, Kano, Kaduna, Calabar, Onitsha, Enugu, Benin, Aba, Umuahia, Imo, Isolo (Lagos)



Working Capital, Profits and Dividend Forecast

The Directors of Aiico are of the opinion that having regard to the Company’s liquidity position and

the proceeds of this Offer, the Company has adequate working capital to meet its immediate and

future obligations as and when due.

The Directors estimate that, subject to unforeseen circumstances, the profit after taxation for the three

years ending 31 December, 2008, 2009 and 2010 will not be less than N1.204bn, N2.33bn and N3.21bn

respectively.

Risk Factors and Mitigants

1. Political Risk

Nigeria being an emerging democracy is not completely immuned from such uncertainties

like frequent changes in government policies, religious instability, ethnic disturbances, etc.

However, the Nigerian government over the past six years has instituted reforms which we

expect should outlive the present regime. The country has obtained sovereign rating BB- by

Fitch. Aiico is an enduring business concern with diversified portfolio of customers. Adverse

changes in macro-economic, socio-political and regulatory environment may therefore only

have minimum effect on the risk attributed to further exposure to the company.

2. Macroeconomic Risk

Nigeria has had a history of sub-optimal fiscal management with obvious negative economic

consequences. This was largely changed by the last government with measured doses of

economic reforms in almost every sector of the economy. The current administration is an

extension of the previous and has shown a commitment for continuity.

In this regard, the economic reforms encapsulated in the National Economic Empowerment

and Development Strategy (NEEDS), the favourable BB- sovereign rating by Fitch, an

International Rating Agency, and the delisting of Nigeria by the Financial Action Task Force

(FATF) from the list of Non Cooperating Countries and Territories (NCCTs) on money

laundering and narcotics trade will continue to boost the investment climate with continuous

inflow of Foreign Direct Investment (FDI). Aiico Insurance Plc expects this trend to continue

into the foreseeable future.

3. Industry Risk

Insurance industry consolidation has created bigger companies with a redefined and keener

competitive landscape. This has further given rise to the need for insurance companies to have

deep pockets in order to partake in the big deals that the opportunities created by the various

economic reforms have continued to present. However, we envisage that with this Public

Offer, Aiico will emerge as a stronger company in the insurance industry.

4. Currency Risk

Nigeria has continued to reap the benefits of prudent monetary and fiscal management in the

very recent past in terms of stability in exchange rates despite its exposure to serious

fluctuations in dollar receipts owing to its overdependence on oil exports.

The continuous favourable crude oil price which has boosted Nigeria’s foreign reserve has

helped to maintain stable exchange rate over the past three years. This trend is expected to



continue and any material and sudden adverse occurrences are largely unforeseeable.

Notwithstanding, Aiico Insurance Plc has, as part of its internal policy, an exchange risk

modulation mechanism which minimises currency risks through constant monitoring of

economic and market dynamics in the local and global currency markets.

5. Environmental Risk

Aiico complies with and would continue to adhere to all international environmental

standards and procedure and is adequately equipped to deal with any environmental

threat/incidence that may arise in the ordinary course of business.

In addition, Aiico operates in compliance with all environmental standards and procedure

and has adequate safety devices to combat fire and other environmental threats like flooding

that could arise in the normal course of business.

Unclaimed Dividend

As at 31st March, 2007, the Company has unclaimed dividend totaling N10.19 million. Monies

representing the unclaimed dividend are maintained in a separate interest yielding account by the

Company.

The company intends to publish on an ongoing basis procedure/mechanism for the settlement of

dividends.

Training, Research and Development

The Company currently has devoted enormous resources to training, researching and continuous

development of its manpower and processes. This is to ensure that the company provides unrivalled

service delivery given the increased competition in the industry.

Corporate Governance

Aiico’s operations have always been guided by time-honoured principles of good corporate

governance, with the objective of achieving improved corporate performance, whilst ensuring

adherence to the highest ethical standards. The core values of our abiding corporate governance

philosophy are accountability, fairness, transparency, responsibility and achievement of the

overall corporate strategy.

The Company’s corporate governance strategy is hinged on its internal governance framework,

which is executed through the following organs:

(a) The Board of Directors

(b) Board Committees and the Shareholders Audit Committee

(c) Management Committees

As a public quoted company, Aiico also complies with the Code of Corporate Governance for

Public Companies in Nigeria issued by the Securities & Exchange Commission Committee on

Corporate Governance

At Aiico, all Board Members participate in various training programmes and periodic Board

Retreats aimed at engendering the development of an effective Board.



Board Independence and Effectiveness

Aiico currently operates a unitary board system in which the Board has both Supervisory and

Management functions. These functions are split between the Executive Board, which comprises three

(3) Executive Directors and the Supervisory Board or full Board, which comprises ten Directors (i.e.

the three Executive Directors and seven Non Executive Directors).

Aiico currently has three (3) Board Committees, as detailed below:

1. Board Real Estate Committee

2. Board Investment Committee

3. Board Audit Committee

The Board non-executive members serve in various capacities in the sub-committee mentioned above

and involved in setting emoluments of the Managing Director and other Directors of the company.

Future Plans

Being one of the leaders in Life Assurance business in Nigeria, Aiico plans to significantly deepen its

hold on the individual Life segment of the market through a thoroughly thought out programme of

expansion of its Agency and Field Workforce in all major cities and state capitals of the federation.

The group will also take full advantage of the compulsory Group Life policies to be taken by all

employers of labour with five employees and above.

Various annuity products have been developed to enable the company compete favourably in that

segment in view of the Pension Reform Act.

The resurgence of the middle class in Nigeria has also brought about the need for very vibrant

products in the area of mortgage protection insurance in view of the increasing housing needs of the

populace.

In the area of short term insurance, that is Non-Life, Aiico General has mapped out strategies aimed at

significantly capturing the Personal lines and the Retail segment of the market.

The company has also concluded plans to dominate the Oil and Energy insurance market through its

strategic alliance with reputable Oil and Energy insurance specialists leveraging on the Nigerian

content directive of the Federal Government.

In the same vein, the group will also leverage on the huge opportunities presented in the consumer

finance segment through appropriate tailor-made products and policies targeted at the emerging

middle class.

Aiico general has also positioned itself for the massive infrastructure roll out which will attract

reasonable insurance elements in the area of construction as well as the operational policies in view of

its rich experience and solid reinsurance backing.



CONCLUSION

The Board of Directors, Management and Staff are committed to continuous improvement in the

performance of the Company. The current capital raising exercise will expand the Company’s branch

network, increase its retention capacity and participation in high risk and large premium insurance

businesses from the Power, Oil & Gas, Real Estate and Telecommunications sectors. The Company is

thus poised to consolidate its position in the industry with a dependable and stable resource base, thus

ensuring growth and good returns on your investment in Aiico.

Yours Sincerely,

Chief (Dr.) Oladele Fajemirokun

Chairman


THE PROFIT FORECAST

LETTER FROM THE REPORTING ACCOUNTANTS ON THE PROFIT FORECASTS

October 11, 2007

The Directors

AIICO Insurance Plc

AIICO Plaza

Afribank Street

Lagos

And

The Directors,



P.M.B. 80074, Victoria Island

Lagos, Nigeria.

Dear Sirs,

RE: OFFER FOR SUBSCRIPTION OF 2,500,000,000 ORDINARY SHARES OF 50 KOBO EACH AT

N2.20 PER SHARE BY AIICO INSURANCE PLC

We have reviewed the accounting policies and calculations of the financial forecast of AIICO

Insurance Plc (for which the Directors of AIICO Insurance Plc are solely responsible) for the years

ending December 31, 2008, 2009, and 2010.

In our opinion, the financial forecast, so far as the accounting policies and calculations are concerned,

have been properly compiled on the footing of the assumptions made by the Directors and are

presented on a basis consistent with the accounting policies normally adopted by the Company.

However, there will usually be differences between forecast and actual results, because events and

circumstances frequently do not occur as expected, and those differences may be material.

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

of this report.

Yours faithfully,

SIAO


FINANCIAL FORECAST AIICO INSURANCE PLC

3 - YEAR CONSOLIDATED INCOME STATEMENT FORECAST

2008 2009 2010

N'000 N'000 N'000

Premium - General Insurance 2,118,276 2,584,297 3,101,157

Oil & Gas 130,418 172,152 206,582

Premium - Individual Life 2,907,848 3,692,966 4,431,560

Group Life 528,377 723,877 941,040

Pension Deposit -

5,684,919 7,173,292 8,680,338

Investment Income & Other Income 482,574 874,545 1,202,614

Commission Received 253,081 346,721 468,074

profit on sale of investment 26,158 76,124 21,749

Profit on sale of Fixed Asset 165 182 200

(A) 6,446,897 8,470,865 10,372,975

Reinsurance 724,420 830,403 996,483

Claims Paid 617,539 677,967 805,934

Commissions Paid 1,006,968 1,277,206 1,548,341

Other Direct Expenses 281,728 286,303 291,644

Overhead Expenses 1,067,292 1,247,380 1,453,472

Depreciation 255,638 251,342 197,995

Increase/ (Decrease) in unexpired premium/Ins Funds 303,639 395,255 475,563

Increase/ (Decrease) in Claims Reserve 49,149 52,366 64,673

Maturities, Surrenders and Bonuses 817,963 965,196 1,138,931

Withdrawals -

Guaranteed Interest on Group Pension -

(B) 5,124,337 5,983,417 6,973,036

Profit before Taxation (A) - (B) 1,322,560 2,487,448 3,399,939

Taxation (118,208) (156,334) (189,254)

Profit after Taxation 1,204,352 2,331,114 3,210,686

Appropriation:

Dividend 454,979 670,979 1,006,468

Transfer to Contingency Reserve 209,850 376,445 513,290

Bonus Reserve - - -

Transfer to General Reserve 539,523 1,283,691 1,690,928

Retained Profit 1,204,352 2,331,114 3,210,686



3- YEAR CONSOLIDATED BALANCE SHEET FORECAST

2008 2009 2010

ASSETS N'000 N'000 N'000

Cash & Bank 1,108,467 958,140 1,124,609

Short - Term Investments 4,005,666 4,154,916 4,876,801

Debtors & Prepayments 1,453,571 1,772,378 2,811,030

Loans To Policy Holders 1,653,658 1,984,390 2,944,757

Long Term Investments 5,290,661 8,200,524 9,674,860

Statutory Deposit 570,000 570,000 570,000

Fixed Assets 4,086,054 3,144,899 2,548,248

TOTAL ASSETS 18,168,076 20,785,246 24,550,305

LIABILITIES

Creditors & Accruals 3,087,444 2,903,066 2,855,783

Outstanding Claims 198,281 225,647 290,320

Taxation 118,208 156,334 190,959

Dividend 410,979 560,979 841,468

Insurance Funds 1,966,826 2,240,483 2,634,819

TOTAL LIABILITIES 5,781,738 6,086,509 6,813,349

NET ASSETS 12,386,338 14,698,737 17,736,956

CAPITAL AND RESERVES

Called - Up Share Capital 2,804,893 2,804,893 2,804,893

Contingency Reserve 703,460 824,616 993,844

Fixed Assets Revaluation Reserve 2,323,454 2,323,454 2,323,454

Quoted Investment Revaluation

Reserve 553,111 1,349,666 2,341,665

Bonus issue reserve - - -

General Reserve 1,352,243 2,746,931 4,623,923

Share Premium 4,649,177 4,649,177 4,649,177

12,386,338 14,698,737 17,736,956



3 - YEAR GENERAL BUSINESS INCOME STATEMENT FORECAST

2008 2009 2010

N'000 N'000 N'000

Premium - General Insurance 2,118,276 2,584,297 3,101,157

Oil & Gas 130,418 172,152 206,582

Investment Income & Other Income 209,360 393,527 529,189

Commission Received 253,081 346,721 468,074

profit on sale of investment 15,760 18,912 21,749

profit on sale of fixed asset 165 182 199.65

2,727,061 3,515,791 4,326,951

Reinsurance 384,596 398,826 478,592

Claims Paid 502,131 612,599 735,119

Commissions Paid 261,987 319,624 383,549


Overhead Expenses (less depreciation) 400,803 460,923 525,453

Depreciation 54,996 60,842 33,598

Increase/ (Decrease) in unexpired

premium 160,211 203,800 244,560


1,951,123 2,238,792 2,593,992

775,938 1,277,000 1,732,959

Appropriation

Dividend (164,932) (380,932) (571,398)

Taxation (101,191) - (124,040) - (148,848)

Transfer to Contingency Reserve (155,188) (255,400) (346,592)

Transfer to Bonus Issue Reserve

- -

Transfer to Revenue Reserve (354,627) (516,628) (666,121)

(775,938) (1,277,000) (1,732,959)



3 - YEAR GENERAL BUSINESS BALANCE SHEET FORECAST

2008 2009 2010

=N=000 =N=000 =N=000

ASSETS

Cash & Bank 554,233 383,256 449,844


Debtors & Prepayments 1,156,333 1,445,416 1,951,372

Loans To Policy Holders - - -



Fixed Assets 1,171,052 539,940 445,230

7,571,808 8,674,959 10,450,414

LIABILITIES

Creditors & Accruals 621,786 488,531 610,664


Taxation 101,191 124,040 148,848

Dividend 164,932 314,932 472,398

Insurance Funds 415,826 499,136 659,347

1,374,923 1,487,064 1,966,788

NET ASSETS 6,196,886 7,187,895 8,483,626




Fixed Assets Revaluation Reserve 413,507 413,507 413,507

Quoted Investment Revaluation Reserve 157,602 565,985 1,096,595

Bonus Issue - -

General Reserve 599,084 1,181,712 1,946,833

Share Premium 2,924,397 2,924,397 2,924,397

6,196,885 7,187,895 8,483,626




3 - YEAR LIFE INCOME STATEMENT FORECAST

2008 2009 2010

=N=000 =N=000 =N=000

Premium - Individual Life 2,907,848 3,692,966 4,431,560

Group Life 528,377 723,877 941,040

Pension Deposit -

Investment Income & Other Income 273,213 481,018 673,426

profit on sale of investment 10,397 57,212 -

3,719,836 4,955,073 6,046,025

Reinsurance 339,824 431,576 517,891

Maturities, Surrenders and Bonuses 817,963 965,196 1,138,931

Withdrawals -

Claims Paid 115,409 65,367 70,815

Commissions Paid 744,981 957,581 1,164,791

Guaranteed Interest on Group Pension -


Overhead Expenses (less depreciation) 666,489 786,457 928,019

Depreciation 200,643 190,500 164,397

Increase/ (Decrease) in Insurance Funds 143,428 191,455 231,003


3,173,214 3,744,625 4,379,044

Profit/(Loss) 546,622 1,210,449 1,666,980

Appropriation

Dividend (290,047) (290,047) (435,070)

Taxation (17,017) (32,294) (40,406)

T ransfer to Contingency Reserve (54,662) (121,045) (166,698)

T ransfer to Bonus Issue Reserve - - -

T ransfer to Revenue Reserve (184,896) (767,063) (1,024,807)



3 -YEAR LIFE BALANCE SHEET FORECAST

2008 2009 2010

=N=000 =N=000 =N=000

ASSETS

Cash & Bank 554,233 574,884 674,765


Debtors & Prepayments 297,239 326,962 859,658

Loans To Policy Holders 1,653,658 1,984,390 2,944,757



Fixed Assets 2,915,002 2,604,958 2,103,018

10,596,270 12,110,288 14,099,889

LIABILITIES

Creditors & Accruals 2,465,658 2,414,535 2,245,119


Taxation 17,017 32,294 42,111

Dividend 246,047 246,047 369,070

Insurance Funds 1,551,000 1,741,347 1,975,471

4,406,816 4,599,446 4,846,561

NET ASSETS 6,189,454 7,510,842 9,253,329




Fixed Assets Revaluation Reserve 1,909,947 1,909,947 1,909,947


Reserve 395,509 783,682 1,245,070

Bonus issue reserve - - -

General Reserve 753,159 1,565,219 2,677,090

Share Premium 1,724,780 1,724,780 1,724,780

6,189,454 7,510,842 9,253,329


Bases and Assumptions for the Profit Forecasts of Aiico Insurance Plc

i. The total earnings for the years ending 31 December 2008, 2009 and 2010 will be N 6.447, N

8.471 and N 10.372 respectively.

ii. Gross income will grow by 21.5% in 2008 while 26.2% and 21% for the ending 31 December

2009 and 2010 respectively, is expected.

iii. Premium written is expected to grow by 21.5% for both life and non life business for the year

ending 31 December 2008 over 2007. While in years ending 31 December, 2009 and 2010, life

and non life premiums are expected to grow by 26.2% and 21.0% respectively.

iv. Expenses are projected to be 79.5% during the year ending 31 December 2008, while growth of

70.6% and 67.2% for 2009 and 2010 respectively is expected. It is expected that planned

improvement of skills, Staff efficiency and the strategic cost reduction scheme embarked upon

by the company will reduce operating expenses considerably.

v. The Company income tax and education tax will remain at 30% and 2% respectively. The

company’s effective tax rate will be at an average rate of 25% for 2008, 28% for 2009 and 31%

for 2010 because of deferred tax assets carried forward from the previous years. The effective

tax rate has incorporated the effect of tax on dividend.

vi. Projected investments in fixed assets between 2008 and 2010 will be skewed towards assets

that have high depreciation rates e.g. motor vehicles for marketing as against investment in

land and buildings that are as low as 2%.

vii. The company made a bonus issue in the year ending 31st Dec 2006, while the dividend

payment will be approximately 34%, 26%, and 29% of profit after tax for 2008, 2009, and 2010

respectively.

viii. The short-term investment is expected to grow by 45% for both life and non-life business for

year ending 31st December 2008 over 2007.A decline of 18% in 2009 is expected due to increase

in long-term investment. Thereafter, this will grow by 15% in 2010.

ix. Long term investment is expected to grow by 203% for both life and non-life business for the

year ending 31 December 2008 from a 6% declined experienced in 2007. The drastic increase in

2008 occurred as a result of additional capital raised in the capital market. While in years

ending 2009 and 2010, life and non-life business are expected to grow by 55% and 18%

respectively.

x. The company is having 244 employees and no substantial change is expected during the

forecast period.

xi. That the new increase in capital base of insurance company will boost the earning capacity of

the industry due to public confidence in the company and that the recapitalization will put it

in a better position to underwrite larger volumes of insurance and increase its retention

contracts resulting to an increase in premium income.

xii. The government policies on the domestication of insurance business cum the local content in

the energy sector will further enhance the generation of more premium income for the

indigenous insurance companies.

xiii. That the Federal Government anti-corruption crusade through the activities of EFCC and

ICPC will continue and restore fully public confidence in the economy.


Bases and Assumptions for the Profit Forecasts of Aiico Insurance Plc (cont’d)

xiv. That the diversification of power source and advent of independent power project by state

will result in drastic improvement in electricity supply.

xv. That the projected inflation rate will be 7% for year 2008,7%,5%, for years 2009, and 2010

respectively.

xvi. The quality of the company management will be sustained during the forecast period.

xvii. There will be no litigation with adverse material consequence to the company.

xviii. That there will be no legislation materially affecting the Insurance industry.

xix. The company will continue to enjoy the goodwill of its present and potential customers.


LETTER FROM THE ISSUING HOUSE

Letter from the Issuing House

November 27, 2007

The Directors

Aiico Insurance Plc


Victoria Island

Lagos

Dear Sir,

OFFER FOR SUBSCRIPTION OF 2,500,000,000 ORDINARY SHARES OF 50 KOBO EACH AT

N2.20.00 PER SHARE BY AIICO INSURANCE PLC

We write with reference to the Prospectus dated November 26, 2007 issued in respect of the Offer for

Subscription of 2,500,000,000 Ordinary Shares of 50 kobo each at N2.20 per share in Aiico Insurance

Plc for which we have the privilege of acting as Issuing House. The Prospectus contains forecast of the

profit of the Company for the years ended 31, December 2008, 2009 and 2010 respectively.

We have discussed with you the assumptions upon which the forecasts were made. We have also

considered the letter from SIAO, the Reporting Accountants, regarding the accounting basis and

calculations upon which the forecasts were compiled.

Having considered the assumptions made by you, as well as the accounting basis and calculations

reviewed by the Reporting Accountants, we consider that the forecast (for which you as Directors are

solely responsible) have been made by you after due and careful enquiry.

Yours faithfully,

KAYODE FALOWO

Managing Director


Advisors Issuing House Stockbrokers Asset Managers Management Consultants


REPORTING ACCOUNTANTS REPORT ON THE AUDITED FINANCIAL STATEMENTS

October 11, 2007

The Directors

AIICO Insurance Plc

AIICO Plaza

Afribank Street

Lagos

And

The Directors,

Greenwich Trust Limited.

Plot 1698a Oyin Jolayemi Street

P.M.B. 800074, Victoria Island

Lagos, Nigeria.

Dear Sirs,

ACCOUNTANTS' REPORT ON THE AUDITED FINANCIAL STATEMENTS OF AIICO INSURANCE PLC

FOR FIVE YEARS ENDED 31ST DECEMBER 2006

We have reviewed the audited Financial Statements of AIICO Insurance Plc for the five years ended 31st

December 2006. The Financial Statements were prepared under the Historical Cost Convention. It is our

understanding that this report will be included in the prospectus to be issued in connection with the proposed

public offer of AIICO Insurance Plc.

The Financial information is based on the Audited Financial Statements of the Company for the five years ended

31st December 2006, and 3 months ended 31st March 2007 and has been prepared in accordance with the

Accounting Policies set out on page 3 of this report. The Financial Statements on which the financial information

is based are the responsibility of the Directors of the Company who approved their issue. The Directors of the

Company are responsible for the contents of the prospectus in which this report is included.

Our review of the Financial Statements has been limited primarily to the work papers of the External Auditors

(Ernst & Young) of the Company and enquiries of the Company’s personnel and analytical procedures applied to

the financial data. We have not performed an audit and thus our assignment provides less assurance than an

Audit: as such we are not expressing an Audit Opinion.

Our review was conducted in accordance with International Auditing Standards applicable to review

engagements. This Standard requires that we plan and perform the review to obtain moderate assurance as to

whether the Financial Statements are free of material misstatement. As stated earlier, we have not performed an

Audit and, accordingly, we do not express an Audit Opinion.

In our opinion, the Financial Statements prepared on the basis of Accounting Policies normally adopted by the

Company give a True and Fair View of the state of affairs of AIICO Insurance Plc. for each of the years ended

December 31,2002,2003,2004, 2005, 2006 and 3 months ended 31st March, 2007.

Yours faithfully,

SIAO (Chartered Accountants)


STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES

For the year ended December 31, 2006

The following is a summary of the significant Accounting Policies adopted by the company in the

preparation of these Financial Statements.

a) Basis of accounting

The Financial Statements are prepared under the Historical Cost Convention as modified by

the revaluation of land and buildings.

b) Depreciation

Depreciation of Fixed Assets is provided on a straight-line basis at such rates that will

amortize cost over the period of the estimated useful lives as follows:

Leasehold land and building 2 or over the unexpired period of the lease

Furniture, Fixtures and equipment 20 %

Motor Vehicles 20 %

Assets in progress not depreciated

c) Fixed Assets

Fixed Assets are stated at cost or valuation less depreciation.

d) Long term investments

• Quoted investments-These are stated at market value. Differences between the cost

and the market value are transferred to a quoted investment revaluation reserve

account.

• Unquoted investments-These are stated at cost less provisions for doubtful

investments.

• Investment in Associated Company-Investment in the Associated Company is stated

at cost.

• The accounts of the Associated Company are not consolidated in view of the

insignificant amount involved.

e) Income from investments

Interest income is shown gross and is recognized on an accrual basis. Dividends are accounted

for on the basis of the amounts actually received during the year.

f) Debtors

Debtors are stated after deductions of specific provisions for debts considered doubtful of

collection

g) Premium

Premium represents total amount invoiced to policy holders. The annual basis of accounting

for non-life was adopted.

h) Provisions for unexpired risks

Provisions for Unexpired Risks are based on time apportionment in accordance with the

Insurance Act, No. 1 of 2003.


STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES

i) Claims incurred but not reported

Provisions are made for Claims Incurred But not Reported to the company at the balance sheet

date in accordance with Section 20(1) (b) of the Insurance Act, 2003 on the basis of 10% of net

outstanding claims.

j) Contingency Reserve

Contingency reserve is calculated, in the case of Non-Life business, at the rate of the higher of

3% of total premium receivable during the year or 20% of net profits in accordance with

Section 21(2) of Insurance Act, 2003 and, in respect of Life Insurance business, at the rate of the

higher of 1% of the gross premium and 10% of net profits, in accordance with Sections 22(1)

(b) of the Insurance Act, 2003.

k) Retirement benefit scheme

The company has a non-contributory pension scheme for the benefit of its employees. These

benefits are based on the employees’ years of service.

l) Deferred taxation

Deferred Income Tax is provided using the liability method for all temporary differences

arising between the tax bases of assets and liabilities and their carrying values for financial

reporting purpose. Current tax rates are used to determine differed tax.

m) Foreign currencies

Transactions in foreign currencies are recorded at the rates of exchange ruling at the respective

dates of the transactions. Assets and Liabilities in foreign currencies are translated to Naira at

rates of exchange ruling at the Balance sheet date. Profits or losses arising from the translation

are included in the Profit and Loss Account

n) Management expenses

Except for the expenses directly related to Life and General businesses, all other management

expenses are shared between Life and Non-Life businesses in the proportion of their contribution to

the overall retained premium.


COMPANY BALANCE SHEET

FOR THE YEAR ENDED 31ST DECEMBER

3 Months

Notes 31/03/07 2006 2005 2004 2003 2002

N'000 N'000 N'000 N'000 N'000 N'000

ASSETS

Cash and bank 360,705 474,922 316,427 150,111 275,703 552,480

Short-term Investment 1 1,797,927 2,259,037 1,523,325 2,037,130 2,266,224 1,360,227

Debtors and Prepayments 2 385,816 588,815 959,319 686,262 1,309,112 544,208

Loans to Policy Holder 455,721 425,651 332,111 241,622 206,704 211,696

Long-term Investments 3 1,984,932 1,754,758 4,474,866 4,975,351 2,996,257 2,342,460

Statutory Deposit 4 445,000 35,000 35,000 35,000 13,500 13,500

Fixed Assets 5 2,965,847 2,982,081 3,088,640 1,541,446 1,468,990 1,207,374

Pre-Incorporation expenses 6a 115,057 - - - - -

Deferred Tax 6b 183,891 183,891 - - - -

Total 8,694,896 8,704,155 10,729,688 9,666,922 8,536,490 6,231,945

Less: Current Liabilities:

Creditors and Accruals 7 1,421,122 1,637,344 1,157,347 1,146,298 838,854 689,231

Outstanding Claims 8 196,383 165,944 172,533 200,213 167,223 117,240

Taxation 9 70,084 51,008 6,253 3,931 22,451 11,048

Dividend 10 10,194 10,199 3,788 10,349 73,986 30,846

Insurance Funds 11 1,553,663 1,500,358 1,354,269 1,086,927 4,782,510 3,859,396

Deposit Admin & Pension Fund 11 (686,775) (530,662) 3,765,427 4,256,344 - -

2,564,671 2,834,191 6,459,617 6,704,062 5,885,024 4,707,761

6,130,225 5,869,964 4,270,071 2,962,860 2,651,466 1,524,184

CAPITAL AND RESERVES:

Called-up Share Capital 12 1,554,893 1,332,765 700,000 350,000 350,000 150,000

Contingency Reserve 13 387,974 368,619 299,654 248,185 206,457 175,136

Fixed Assets Revaluation

Reserve 14 2,323,454 2,323,454 2,323,454 731,912 731,912 731,912


Reserve 15 645,170 427,337 661,180 1,011,974 773,098 317,541

Bonus Issue Reserve 16 - 222,128 175,000 350,000 - 50,000

General Reserve 17 544,557 521,484 106,747 212,286 181,495 99,595

Share Premium 18 674,177 674,177 4,036 58,503 408,503 -

Share Holders' Funds 6,130,225 5,869,964 4,270,071 2,962,860 2,651,465 1,524,184


BALANCE SHEET FOR LIFE BUSINESS


3months

Notes 31/3/07 2006 2005 2004 2003 2002

N'000 N'000 N'000 N'000 N'000 N'000

ASSETS

Cash and bank 116,593 244,169 316,427 150,111 189,817 325,871

Short-term Investment 1 1,738,433 2,204,424 1,403,613 1,834,689 2,170,966 1,236,542

Debtors and Prepayments 2 102,573 257,349 569,239 475,847 1,079,266 366,575

Loans to Policy Holder 455,721 425,652 332,111 241,622 206,704 211,696

Long-term Investments 3 1,094,738 914,302 3,744,690 4,516,050 2,736,574 2,166,333

Statutory Deposit 4 183,000 13,000 13,000 13,000 3,000 3,000

Fixed Assets 5 2,446,474 2,458,149 2,551,042 1,247,792 1,161,249 984,038

Deferred Tax 6 183,891 183,891 - - - -

Total 6,321,423 6,700,936 8,930,122 8,479,111 7,547,576 5,294,055

Less: Current Liabilities:

Creditors and Accruals 7 1,632,057 2,157,808 669,677 862,351 715,518 66,514

Outstanding Claims 8 103,962 88,260 124,873 86,877 56,193 43,700

Taxation 9 37,541 17,575 1,116 3,931 22,451 11,048

Dividend 10 10,194 10,199 3,788 10,349 73,986 30,846

Insurance Funds 11 1,369,305 1,291,298 1,213,826 970,382 4,592,700 3,711,686

Deposit Admin & Pension Fund 11 (686,775) (530,662) 3,765,427 4,256,344 - -

2,466,284 3,034,478 5,778,707 6,190,234 5,460,848 3,863,794

3,855,139 3,666,458 3,151,415 2,288,877 2,086,728 1,430,261

CAPITAL AND RESERVES:

Called-up Share Capital 12 730,234 508,106 150,000 150,000 150,000 80,000

Contingency Reserve 13 94,699 89,731 71,557 56,000 43,943 35,799

Fixed Assets Revaluation Reserve 14 1,909,947 1,909,947 1,909,947 573,677 573,677 573,677


Reserve 15 459,217 291,534 592,411 958,183 732,742 307,170

Bonus Issue Reserve 16 - 222,128 175,000 - - 50,000

General Reserve 17 526,262 510,232 252,500 496,550 531,899 383,615

Share Premium 18 134,780 134,780 - 54,467 54,467 -

Share Holders' Funds 3,855,139 3,666,458 3,151,415 2,288,877 2,086,728 1,430,261


COMPANY PROFIT & LOSS ACCOUNT


3 Months

Notes 31/03/07 2006 2005 2004 2003 2002

N'000 N'000 N'000 N'000 N'000 N'000

Premium 19 1,039,477 3,030,487 2,931,822 2,356,794 1,723,200 1,454,046

Deposits - - - 1,301,025 1,216,641 1,084,179

1,039,477 3,030,487 2,931,822 3,657,819 2,939,841 2,538,225

Investment and Other Income 20 93,529 385,366 210,872 1,041,230 1,054,729 674,085

1,133,006 3,415,853 3,142,694 4,699,049 3,994,570 3,212,310

Reinsurance (63,122) (456,056) (658,426) (512,591) (431,356) (385,616)

Maturities, Surrenders and Bonuses (167,207) (545,816) (410,291) (1,607,818) (896,633) (613,996)

Claims Paid and Admitted (96,560) (320,859) (202,472) (252,145) (196,881) (147,948)

Net Commission (115,582) (460,318) (335,091) (321,450) (277,030) (164,666)

Guaranteed Interest on Group Pension - - - (448,313) (341,224) (316,575)

Other direct Expenses (77,657) (220,785) (229,624) (234,622) (208,230) (142,707)

Overhead Expenses (217,029) (884,915) (961,860) (1,089,747) (807,122) (623,077)

Increase in insurance Fund (163,029) (146,088) (267,343) (112,447) (581,890) (645,336)

Increase/(Decrease) in Claims Reserve (170,426) 7,009 27,760 (33,068) (49,983) (22,179)

Bad Debt Provision - (39,226) (18,400) (12,059) - -

Profit before Taxation 21 62,394 348,799 86,947 74,789 204,221 150,210

Taxation 9 (19,966) 134,903 (5,137) (2,270) (21,000) (17,121)

Profit after Taxation 42,428 483,702 81,810 72,519 183,221 133,089

Appropriation:

Dividend 13 - - 51,469 41,728 70,000 30,000

Transfer to Contingency Reserve 17 19,355 68,965 30,341 30,791 31,321 27,948

Bonus Reserve - - - - - 50,000

Transfer to General Reserve 23,073 414,737 - - 81,900 25,141

42,428 483,702 81,810 72,519 183,221 133,089

Earning per Share 2K 13K 6K 11K 26K 44K


LIFE REVENUE ACCOUNT


3 Months

31/03/07 2006 2005 2004 2003 2002

N'000 N'000 N'000 N'000 N'000 N'000

Premium 496,774 1,963,942 1,834,368 1,367,740 950,260 798,688

Life Reinsurance Ceded - (197,549) (209,492) (105,518) (93,514) (66,469)

496,774 1,766,393 1,624,876 1,262,222 857,106 732,219

Less Direct Expenses:

Claims Paid (26,877) (77,011) (13,442) (15,017) (54,409) (26,878)

Maturity Surrendered and Bonuses (167,205) (545,818) (410,291) (216,160) (155,560) (74,279)

Commission (108,020) (425,787) (372,971) (325,098) (239,443) (177,754)

Other direct Expenses (34,669) (133,784) (118,460) (103,077) (95,003) (67,207)

Increase in Insurance Funds 21,331 (77,471) (243,444) (234,108) (65,232) (129,785)

Increase in Outstanding Claims (78,008) 37,033 (37,916) (30,763) (12,493) (4,001)

103,326 543,555 428,352 337,999 234,966 252,315


NON-LIFE REVENUE ACCOUNT


3 Months

31/03/07 2006 2005 2004 2003 2002

N'000 N'000 N'000 N'000 N'000 N'000

Gross Premium 542,703 1,066,545 1,097,454 989,054 772,580 655,357

Outward Reinsurance (63,122) (258,505) (448,934) (407,073) (337,842) (319,147)

Net Premium 479,581 808,040 648,520 581,981 434,738 336,210

Commission Received 20,737 92,697 155,396 123,325 96,127 94,633

500,318 900,737 803,916 705,306 530,865 430,843

Direct Expenses

Claim Paid less Reinsurance 69,683 243,847 189,030 237,128 142,471 121,070

Increase/(Decrease) in Unexpired Premium 184,360 68,617 23,899 (73,266) 42,101 23,551

Increase/(Decrease) in Outstanding Claims

Reserves 92,420 30,024 (65,676) 2,305 37,490 18,177

Commission 28,299 127,228 117,516 69,590 91,770 41,352

Other direct Expenses 42,988 126,226 111,164 108,741 83,668 66,717

417,750 595,942 375,933 344,498 397,500 270,867

Transfer to Profit and Loss 82,568 304,795 427,983 360,808 133,365 159,976


STATEMENT OF CASH FLOWS


3 Months

31/03/07 2006 2005 2004 2003 2002

Notes N'000 N'000 N'000 N'000 N'000 N'000

Cash Flows From Operating Activities

Premium received from policy holders 1,039,477 3,030,487 2,931,822 3,657,819 1,723,200 1,454,046

Reinsurance receipts in respect of claims - 178,406 134,850 72,900

Cash paid to and on behalf of employees (70,003) (232,715) (237,222) (231,289)

Reinsurance Premium paid (63,122) (456,055) (658,426) (512,591) (431,356) (385,616)

Other operating cash payments (859,975) (5,388,128) (2,068,335) (1,185,733)

Claims paid (96,560) (320,859) (202,472) (252,145) (196,881) (147,948)

Company income tax paid (890) (4,233) (2,815) (20,790) (9,597) (3,000)

Net Cash Flow From Operating Activities 22 (51,073) (3,193,097) (102,598) 1,528,171 1,085,366 917,482

Cash Flows From Investing Activities

Purchase of Fixed Assets (22,786) (65,529) (109,976) (199,948) (360,283) (271,828)

Purchase of Liquid Investment (100,047) (415,268) (687,866) (2,578,818) (689,500) (378,248)

Sales of Liquid Investment 88,049 3,045,143 621,955 859,590 753,690 449,360

Statutory Deposit (410,000) - - 21,500 - -

Proceeds from sale of Fixed Assets 5,398 12,124 812 10,197 1,532 4,601

Net Cash Used In Investing Activities (439,386) 2,576,470 (175,075) (1,887,479) (294,561) (196,115)

Cash Flow From Financing Activities

Proceed from Right and Public Issue - 1,525,034

Dividend Paid (5) (2,590) (6,561) (63,637)

Bonus Issue - (175,000)

Net Cash Provided By Financing Activities (5) 1,347,444 (6,561) (63,637) - -

Net Decrease In Cash And Bank Equivalent (490,464) 730,817 (284,234) (422,945) 1,952,098 3,173,379

Cash and Bank Equivalent at Jan. 1. 2,544,519 1,813,702 2,097,936 2,520,881

Cash and Bank Equivalent At Dec. 31 23 2,054,055 2,544,519 1,813,702 2,097,936 1,952,098 3,173,379


NOTES TO THE FINANCIAL STATEMENTS


3 Months

31/03/07 2006 2005 2004 2003 2002

N'000 N'000 N'000 N'000 N'000 N'000

1 SHORT - TERM INVESTMENTS

Tresury Bill - - - 450,141 290,531 283,685

Term Deposit 1,437,984 1,898,309 61,601 194,257 263,938 172,835

Commercial Paper and Bankers Acceptance 378,180 378,965 1,479,961 1,410,969 1,720,610 912,563

1,816,164 2,277,274 1,541,562 2,055,367 2,275,079 1,369,083

Less Provision (18,237) (18,237) (18,237) (18,237) (8,856) (8,856)

1,797,927 2,259,037 1,523,325 2,037,130 2,266,223 1,360,227

2 DEBTORS AND PREPAYMENTS

Outstanding Premium 313,432 362,554 288,045 220,172 145,572 134,758

Other Debtors (16,418) 201,523 630,609 411,403 - -

Prepayment 88,802 24,738 40,665 54,687 1,163,540 409,450

385,816 588,815 959,319 686,262 1,309,112 544,208

Outstanding Premium represent Net Premium Due as advised by Hymans Robertson (HR) Limited (Actuary and

Consultants) during an evaluation of the company's life policies as at December 31.



3 Months

31/03/07 2006 2005 2004 2003 2002

N'000 N'000 N'000 N'000 N'000 N'000

3 LONG TERM INVESTMENT

A. Life

(i) Quoted Investments at market value

Debenture stock (cost: N188,969,000) - - 190,064 134,437 104,225 102,818

Ordinary share (cost: N1,009,699,978) 845,163 677,478 1,615,611 2,369,581 1,548,595 1,088,398

845163 677,478 1,805,675 2,504,018 1,652,820 1,191,216

(ii) Unquoted Investment at cost

Government Bond - - 40,760 44,295 10,000 -

Debenture Stock - - - 98,945 120,697 110,026

Ordinary Share 286,479 286,479 345,313 280,303 244,338 137,442

Preference Share 179,100 179,100 63,450 63,450 63,450 63,450

Mortgage Loan 153,223 140,472 269,527 63,390 56,480 70,023

Lease or Gurantee Stock - - 1,575,692 1,617,376 544,516 549,903

618,802 606,051 2,294,742 2,167,759 1,039,481 930,844

(iii) Investment in Associated Company at cost

Nigerian French Insurance Company Limited

36% holding of 75,187,226 ordinary shares of

N'1 each 44,773 44,773 44,773 44,773 44,773 44,773

663,575 650,824 2,339,515 2,212,532 1,084,254 957,617

Less: Provision for Diminution in Value (414,000) (414,000) (400,500) (200,500) (500) (500)

249,575 236,824 1,939,015 2,012,032 1,083,754 975,117

Total 1,094,738 914,302 3,744,690 4,516,050 2,736,574 2,166,333

B. Non-Life

(i) Quoted Investment at Market Price

Debenture Stock (cost: N1,250,094,000) - - 1,250 1,250 3,779 6,308

Ordinary Share (cost: N62,909,339.66) 263,678 213,527 131,679 103,205 70,447 32,834

263,678 213,527 132,929 104,455 74,226 39,142

(ii) Unquoted Investment at cost

Debenture Stock - - - 74 74 74

Ordinary Shares 469,927 470,178 420,227 118,850 113,597 91,275

Preference Share 88,512 88,512 113,865 86,955 62,655 32,100

Mortgage Loans 67,736 67,736 53,673 4,494 7,127 13,536

Lease or guarantee stock 341 503 9,482 144,473 2,004 -

626,516 626,929 597,247 354,846 185,457 136,985

890,194 840,456 730,176 459,301 259,683 176,127

Life 1,094,738 914,302 3,744,690 4,516,050 2,736,574 2,166,333

Non-Life 890,194 840,456 730,176 459,301 259,683 176,127

1,984,932 1,754,758 4,474,866 4,975,351 2,996,257 2,342,460



3 Months

31/03/07 2006 2005 2004 2003 2002

N'000 N'000 N'000 N'000 N'000 N'000

4 STATUTORY DEPOSIT

At December 31 445,000 35,000 35,000 35,000 13,500 13,500

This represent deposit with the Central Bank of Nigeria in accordance with section 10(3) of the insurance Act 2003

5 FIXED ASSETS

SUMMARY OF MOVEMENT

SCHEDULE

31/03/07

LEASEHOLD & BUILDING 2007 2006 2005 2004 2003 2002

N'000 N'000 N'000 N'000 N'000 N'000

COST/VALUATION

As at January 1 3,046,134 3,041,553 1,418,537 1,366,456 1,062,947 674,858

Revaluation - 3,347 1,591,542 282,277

Additions 118 1,234 31,474 60,971 303,509 109,419

Disposals - - - (8,890) (3,607)

As at December 31 3,046,252 3,046,134 3,041,553 1,418,537 1,366,456 1,062,947

DEPRECIATION

As at January 1 276,833 218,055 165,889 107,220 80,626 63,614

Charge for the year 14,730 58,778 52,166 59,334 26,594 17,846

Disposal - - - (665) - (834)

As at December 31 291,563 276,833 218,055 165,889 107,220 80,626

NET BOOK VALUE

As at December 31 2,754,689 2,769,301 2,823,498 1,252,648 1,259,236 982,321



3 Months

FURNITURE & EQUIPMENTS 31/03/07 2006 2005 2004 2003 2002

N'000 N'000 N'000 N'000 N'000 N'000

COST/VALUATION

As at January 1 597,816 598,769 537,255 449,720 405,357 292,933

Revaluation - (2,816) -

Additions 12,568 29,889 75,683 87,827 47,387 114,330

Disposals (426) (28,026) (14,169) (292) (3,024) (1,906)

As at December 31 609,958 597,816 598,769 537,255 449,720 405,357

DEPRECIATION

As at January 1 440,507 386,004 324,153 285,685 232,589 190,102


Disposal (197) (23,295) (14,019) (227) (2,554) (1,740)

As at December 31 458,653 440,507 386,004 324,153 285,685 232,589

NET BOOK VALUE

As at December 31 151,305 157,309 212,765 213,102 164,035 172,768

MOTOR 31/03/07 2006 2005 2004 2003 2002

VEHICLE N'000 N'000 N'000 N'000 N'000 N'000

COST/VALUATION

As at January 1 155,864 147,832 149,725 105,797 100,454 61,452

Revaluation - 1,582 -

Additions 10,100 32,293 2,819 51,150 9,387 48,079

Disposals (4,443) (25,843) (4,712) (7,222) (4,044) (9,077)

As at December 31 161,521 155,864 147,832 149,725 105,797 100,454

DEPRECIATION

As at January 1 100,393 95,455 74,029 60,078 48,169 42,332


Disposal (4,411) (17,749) (3,324) (7,210) (3,696) (8,258)

As at December 31 101,668 100,393 95,455 74,029 60,078 48,169

NET BOOK VALUE

As at December 31 59,853 55,471 52,377 75,696 45,719 52,285

TOTAL NET BOOK VALUE 2,965,847 2,982,081 3,088,640 1,541,446 1,468,990 1,207,374



5a.

MOVEMENT SCHEDULE (NON-

LIFE)

3 Months

LEASEHOLD & 31/03/07 2006 2005 2004 2003 2002

BUILDING N'000 N'000 N'000 N'000 N'000 N'000

COST/VALUATION

As at January 1 556,703 555,469 296841 303,106 208,251 150,576

Revaluation - 1,234 255272 57,675

Additions - - 3356 2,625 94,855 -

Disposals - - - (8,890) - -

As at December 31 556,703 556,703 555,469 296,841 303,106 208,251

DEPRECIATION

As at January 1 51,410 39,768 30,287 21,353 16,583 13,130


Disposal - - - (665) - -

As at December 31 54,321 51,410 39,768 30,287 21,353 16,583

NET BOOK VALUE

As at December 31 502,382 505,293 515,701 266,554 281,753 191,668

FURNITURE & 31/03/07 2006 2005 2,004 2003 2002

EQUIPMENTS N'000 N'000 N'000 N'000 N'000 N'000

COST/VALUATION

As at January 1 59,725 59,071 54263 48,119 44,921 31,655

Revaluation - (2,816) 0 -

Additions 277 4,282 5067 6,144 3,625 13,266

Disposals - (812) -259 (427) -

As at December 31 60,002 59,725 59,071 54,263 48,119 44,921

DEPRECIATION

As at January 1 45,653 40,047 34438 33,030 28,423 23,128

Charge for the year 1,141 6,418 5840 1,408 5,014 5,295

Disposal - (812) -231 (407) -

As at December 31 46,794 45,653 40,047 34,438 33,030 28,423

NET BOOK VALUE

As at December 31 13,208 14,072 19,024 19,825 15,089 16,498



5b. MOVEMENT SCHEDULE (LIFE) - CONTD

3 Months

FURNITURE & 31/03/07 2006 2005 2004 2003 2002

EQUIPMENTS N'000 N'000 N'000 N'000 N'000 N'000

COST/VALUATION

As at January 1 538,091 539,698 482,992 401,601 360,436 261,278

Revaluation - -

Additions 12,291 25,607 70,616 81,683 43,762 101,064

Disposals (426) (27,214) (13,910) (292) (2,597) (1,906)

As at December 31 549,956 538,091 539,698 482,992 401,601 360,436

DEPRECIATION

As at January 1 394,854 345,957 289,715 252,655 204,166 166,974


Disposal (197) (22,483) (13,788) (227) (2,147) (1,740)

As at December 31 411,859 394,854 345,957 289,715 252,655 204,166

NET BOOK VALUE

As at December 31 138,097 143,237 193,741 193,277 148,946 156,270

MOTOR 31/03/07 2006 2005 2004 2003 2002

VEHICLE N'000 N'000 N'000 N'000 N'000 N'000

COST/VALUATION

As at January 1 125,732 119,623 121,516 77,299 70,954 44,867

Revaluation - -

Additions 10,100 29,193 2,819 51,150 9,387 33,658

Disposals (2,497) (23,084) (4,712) (6,933) (3,042) (7,571)

As at December 31 133,335 125,732 119,623 121,516 77,299 70,954

DEPRECIATION

As at January 1 74,826 70,119 53,095 42,479 33,839 29,607


Disposal

(2,465)

(14,990)

(3,324)

(6,933)

(2,693)

(6,752)

As at December 31 77,263 74,828 70,119 53,095 42,479 33,839

NET BOOK VALUE

As at December 31 56,072 50,904 49,504 68,421 34,820 37,115

TOTAL NET BOOK VALUE 2,446,476 2,458,149 2,551,042 1,247,792 1,161,249 984,038



6a PRE OPERATIONAL EXPENSES

These are expenditure incurred prior to the commencement of operation of AIICO General Insurance Company

Limited which amounted to N115,057,000.00

3 Months

31/03/07 2006 2005 2004 2003 2002

N'000 N'000 N'000 N'000 N'000 N'000

6b DEFERRED TAX

Balance at January 1 183,891 - - - - -

Provision for the year Note 9 (i) - 183,891 - - - -

Balance at December 31 183,891 183,891 - - - -

Deferred tax as at March 31, 2007 as a result of reversible timing difference between the net book value of assets

qualifying for capital allowance and their corresponding income tax written down value amounting to

N183,890,973.00 (2006 - N183,890,973.00)

7 CREDITORS AND ACCRUALS

Due to reinsurance abroad 95,204 69,744 82,816 66,212 55,429 22,931

Due to policy holder 383,110 33,496 275,041 172,516 135,612 128,557

Sundry creditors and accruals 838,231 1,044,664 773,440 568,265 626,768 458,879

Current account - - - - - -

Bank Overdraft 104,577 189,440 26,050 89,305 21,045 78,864

Treasury bill - OBB - - - 250,000 - -

1,421,122 1,337,344 1,157,347 1,146,298 838,854 689,231

8 OUTSTANDING CLAIMS

(a) Life

Whole life and endowment 93,375 77,673 114,286 76,291 45,607 33,114

Group life 10,587 10,587 10,587 10,586 10,586 10,586

103,962 88,260 124,873 86,877 56,193 43,700

(b) Non - Life

Fire 7,395 4,169 2,737 21,414 29,230 18,457

Motor 40,407 19,320 5,401 13,543 16,991 11,326

Workmen Compensation 1,473 1,486 1,169 1,995 1,805 2,176

Marine 4,006 12,715 5,680 5,787 1,650 1,747

Personal Accident 8,536 11,070 3,961 14,123 21,020 6,616

Casualty Accident 30,604 28,924 28,712 56,474 40,334 33,218

92,421 77,684 47,660 113,336 111,030 73,540

196,383 165,944 172,533 200,213 167,223 117,240



3 Months

31/03/07 2006 2005 2004 2003 2002

N'000 N'000 N'000 N'000 N'000 N'000

9 TAXATION

(i) Per Profit and Loss Account

Income tax for the year 18,718 (43,704) 3,932 - 21,000 9,000

Education tax for the year 1,248 (5,284) 1,205 2,270 - -

19,966 (48,988) 5,137 2,270 21,000 9,000

Deferred Tax - 183,891 - - - 8,121

19,966 134,903 5,137 2,270 21,000 17,121

(ii) Per Balance Sheet

Balance as at January 1 51,008 6,253 3,931 22,451 11,048 5,048

Income tax for the year 19,966 48,988 5,137 2,270 21,000 9,000

Tax paid (890) (4,233) (2,815) (20,790) (9,597) (3,000)

70,084 51,008 6,253 3,931 22,451 11,048

(iii) The charge for taxation has been computed in accordance with the provision of the Companies

Income Tax Act as amended to date.

(iv) Income tax deferred as at December 31, as a result of reversible timing differences between the net book value of asset qualifying for capital allowance and their corresponding income tax written down value amounting to Nil (2004 - Nil)

3 Months

31/03/07 2006 2005 2004 2003 2002

10 N'000 N'000 N'000 N'000 N'000 N'000

DIVIDEND

Unclaimed in respect of previous year 10,199 3,788 3,788 10,349 3,986 846

Proposed for the year - - - - 70,000 30,000

Reclassification from creditors - 9,001 - - - -

Payments (5) (2,590) - - - -

10,194 10,199 3,788 10,349 73,986 30,846




3 Months

31/03/07 2006 2005 2004 2003 2002

N'000 N'000 N'000 N'000 N'000 N'000

11 INSURANCE FUNDS

a. Non - Life

Fire 21,531 24,740 10,196 5,993 27,781 25,290

Motor 50,184 50,524 57,690 50,538 69,528 60,500

Workman compensation 4,265 3,134 3,926 2,187 4,616 4,815

Marine 68,037 89,812 27,790 16,229 4,713 4,481

Personal accident 18,649 12,167 18,195 9,558 34,339 24,658

Casualty accident 21,692 28,683 22,646 32,040 48,833 27,966

184,358 209,060 140,443 116,545 189,810 147,710

b. Life

Whole life and endowment and group life 1,369,305 1,291,298 1,213,826 970,382 736,274 671,041

Group pension - - - - 3,162,853 2,480,498

AIICO managed invetment fund (AMIF) - - - - 693,573 560,147

1,369,305 1,291,298 1,213,826 970,382 4,592,700 3,711,686

Total 1,553,663 1,500,358 1,354,269 1,086,927 4,782,510 3,859,396

c. Deposit Admin & Pension Fund

AIICO Managed Investment Fund (AMIF) Reserve 571,097 586,181 3,869,932 3,474,815 - -

Deposit Administration (DA) Reserve 814,197 828,515 (104,505) - - -

1,385,294 1,414,696 3,765,427 3,474,815 - -

Group Pension Division Net Operations (2,072,069) (1,945,358) 60,183 781,529 - -

(686,775) (530,662) 3,825,610 4,256,344 - -

At the end of the financial year, the AIICO Management Investment Fund (AMIF), had a closing units of 224,142,032 valued at

N1,019,846,245 (N571,096,920.41 at cost) not yet provided for in these Financial Statements on June 7, 2007 in compliance with the

Pension Reform Act 2004 all Pension related liabilities have been transferred company to its Pension Administrators, AIICO Pension

Management Limited and the corresponding assets transferred to First Pension Custodian Limited.

12 SHARE CAPITAL

Authorised:

10,000,000,000 Ordinary Share of 50 kobo each 5,000,000 5,000,000 2,500,000 1,000,000 500,000 500,000

Issued and fully paid:

3,109,786,000 (2006: 2,665,530,000),

(2005: 1,400,000,000), (2004: 700,000,000)

(2003: 300,000,000), (2002: 200,000,000)

Ordinary Share of 50k each at January 1, 1,332,765 700,000 700,000 350,000 150,000 100,000

Transfer from Bonus Reserve 222,128 632,765

Bonus issued:

100,000 ordinary shares of 50 kobo each - - - - 50,000 50,000

Right issued:

300,000,000 ordinary shares of 50 kobo each - - - - 150,000 -

At March 31 1,554,893 1,332,765 700,000 350,000 350,000 150,000




3 Months

31/03/07 2006 2005 2004 2003 2002

N'000 N'000 N'000 N'000 N'000 N'000

13 CONTINGENCY RESERVE

At January 1 368,619 299,654 248,185 206,457 175,136 147,188

Transfer from profit & loss account 19,355 68,965 51,469 41,728 31,321 27,948

Balance at December 31, 387,974 368,619 299,654 248,185 206,457 175,136

14 FIXED ASSETS REVALUATION

At January 1 2,323,454 2,323,454 731,913 731,913 731,912 449,636

Revaluation surplus for the year - - 1,591,542 - - 282,276

At December 31, 2,323,454 2,323,454 2,323,455 731,913 731,912 731,912

15 QUOTED INVESTMENT

REVALUATION RESERVE

At January 1 427,337 661,180 1,011,974 773,098 317,541 293,956

(Decrese)/Increse during the year 217,853 (233,843) (350,794) 238,876 455,557 23,585

At December 31, 645,190 427,337 661,180 1,011,974 773,098 317,541

16 BONUS ISSUE RESERVE

At January 1 222,128 175,000 - 50,000 -

Transfer from Share Premium Account - 222,128 54,467 350,000 - -

Transfer (to)/from Share Capital and P& L (222,128) (175,000) 120,533 - (50,000) 50,000

- 222,128 175,000 350,000 - 50,000

17 GENERAL RESERVE

At January 1 521,484 106,747 212,286 181,495 99,595 74,454

Transfer from Profit &Loss 21,073 414,737 30,341 30,791 81,900 25,141

Prior year adjustment (15,347) - - -

Transfer to Bonus Issue Reserve (120,533) - - -

At December 31 542,557 521,484 106,747 212,286 181,495 99,595

18 SHARE PREMIUM

At January 1 674,177 4,036 58,503 408,503 - -

Transfer to Bonus Issue Reserve - (222,128) (54,467) (350,000) - -

Transfer from Right & Public Issues - 892,269 - - 600,000 -

Transfer to Share Capital - - - - (150,000) -

Expenses - - - - (41,497) -

674,177 674,177 4,036 58,503 408,503 -



FOR THE YEAR ENDED DECEMBER 31

3 Months

31/03/07 2006 2005 2004 2003 2002

N'000 N'000 N'000 N'000 N'000 N'000

19 ANALYSIS OF INCOME

The analysis of premium and profit by business

class are as follows:

PREMIUM

Life 496,774 1,963,942 1,834,368 1,367,740 950,620 798,688

Non-Life 542,703 1,066,545 1,097,454 989,054 772,580 655,358

Group Pension (Deposit) - - - 1,301,025 1,216,641 1,084,179

1,039,477 3,030,487 2,931,822 3,657,819 2,939,841 2,538,225

PROFIT/(LOSS)

Life 40,964 108,474 (92,613) (36,367) (67,364) 1,155

Non-Life 21,430 240,325 179,560 95,809 (43,204) 22

- 15,347 314,789 149,033

62,394 348,799 86,947 74,789 204,221 150,210

20 INVESTMENTS AND OTHER INCOME

Investments 88,049 230,809 178,453 759,920 756,048 591,001

Profit/(Loss) on sale of Investments 343 148,110 (256) 263,982 262,223 41,086

Others 5,137 6,447 32,675 17,328 36,251 41,998

93,529 385,366 210,872 1,041,230 1,054,522 674,085

21 PROFITS BEFORE TAXATION

This is stated after charging / (crediting):

Depreciation of Fixed assets 38,759 159,263 152,786 119,190 97,849 76,168

Auditors' remuneration 4,500 8,500 8,000 7,500 5,500 5,500

Directors' emoluments - 15,792 7,770 8,750 7,377 5,730

Profit on sale of investments (343) (148,110) 256 (263,982) (262,430) (41,086)

(Profit)/Loss on sale of Fixed Assets (5,137) 701 725 (1,903) (714) 844

(Income)/Loss from quoted investment - (27,145) (6,290) (22,866) (48,352) (59,015)

Pension contribution - 38,773 36,910 34,351 - -




3 Months

31/03/07 2006 2005 2004 2003 2002

N'000 N'000 N'000 N'000 N'000 N'000

22 Reconciliation Of Operating Profit

To Cash Provided By Operating Activities

Operating profit before tax 62,934 348,799 86,947 74,789 204,221 150,210

(Profit)/Loss on sale of fixed assets (5,137) 701 725 (1,903) (714) 844

Depreciation 38,759 159,263 152,786 119,190 97,849 76,168

Increase in Loan to Policy Holders (30,070) (93,540) (90,489) (34,918) (4,992) (15,468)

Decrease/(Increase) in Creditors (131,359) 316,607 74,304 239,184 (149,623) 39,707

Increase /(Decrease) in Outstanding claim 30,439 (6,589) (27,680) 32,990 49,983 22,178

(Increase)/Decrease in Debtors 202,999 370,504 (273,057) 622,850 (764,904) 23,581

Increase in Pre operational Expenses (115,057) - - - - -

Investments Provision - 13,500 200,000 200,000 500 500

(Decrease)/Increase in Insurance Fund (102,808) (4,149,999) (223,575) 560,761 923,114 961,909

Tax Paid (890) (4,233) (2,815) (20,790) (9,597) (3,000)

Profit/(Loss) on Disposal of Investment (343) (148,110) 256 (263,982) (262,430) (41,086)

Cash Provided by Operating Activities (50,533) (3,193,097) (102,598) 1,528,171 83,407 1,215,543

23 Cash And Cash Equivalent

Cash and Bank Balances 360,705 474,922 316,427 150,111 275,048 552,480

Short-term Investment 1,797,927 2,259,037 1,523,325 2,037,130 2,266,223 1,360,227

Bank Overdraft (104,577) (189,440) (26,050) (89,305) (21,045) (78,864)

2,054,055 2,544,519 1,813,702 2,097,936 2,520,226 1,833,843

24 Chairman's And Directors' Emoluments

i) Emolument 3,798 15,192 6,995 7,903 6,257 5,040

Fees 150 600 775 847 1,120 690

As Executive 3,948 15,792 7,770 8,750 7,377 5,730

Chairman 73 290 190 190 190 90

The Highest Paid Director 3,948 15,792 6,995 7,903 6,257 5,040

The Least Paid Director 39 155 155 155 155 75

ii) The number of Directors (including the Chairman) emoluments in the following ranges was:

Number Number Number Number Number Number

N50,001 - N155,000 4 4 5 7 9 9

N1,990,001 - N2,000,000 1 1 0 0 0 0

N4,790,001 - N4,800,000 0 0 0 0 0 0

N5,370,001 - N9,700,000 1 1 1 1 1 1




3 Months

31/03/07 2006 2005 2004 2003 2002

N'000 N'000 N'000 N'000 N'000 N'000

25 STAFF

The average number of persons employed by the Company during the year was:

Managerial 24 24 30 34 223 234

Senior Staff 197 197 203 209 - -

Junior Staff 60 60 65 84 88 111

281 281 298 327 311 345

The Staff costs for the above persons were:

Wages an Salaries 61,898 199,908 191,702 180,990 200,923 140,401

Other Staff Cost 8,150 32,807 45,520 50,299 39,375 29,225

70,048 232,715 237,222 231,289 240,298 169,626

The number of employees of the company in receipt of emoluments (excluding pensions and allowances)

above N60,000 in the year were:

Number Number Number Number Number Number

N60,001 - N70,000 - - - - 6 69

N70,001 - N80,000 - - - - 28 48

N80,001 - N90,000 1 1 - 12 40 43

N90,001 - N100,000 6 6 11 22 61 29

N100,001 - N110,000 22 22 19 46 24 26

N110,001 - N120,000 29 29 34 34 31 8

N120,001 - N130,000 28 28 34 55 21 9

N130,001 - N140,000 19 19 25 21 15 7

N140,001 - N150,000 47 47 39 22 13 3

N150,001 - N160,000 8 8 15 17 10 1

N160,001 - N170,000 16 16 13 - - -

N170,001 - N180,000 14 14 17 15 12 3

N180,001 - N190,000 10 10 14 - - -

N190,001 - N200,000 15 15 5 19 11 9

N200,001 - N210,000 7 7 9 13 2 -

N210,001 - N220,000 6 6 4 - - -

N220,001 - N230,000 5 5 9 2 8 5

N230,001 - N240,000 5 5 5 8 2 0

N240,001 - N250,000 7 7 3 - - -

N250,001 - N260,000 0 0 2 3 - 1

N260,001 - N270,000 2 2 4 1 - -

N270,001 - N280,000 1 1 2 9 2 5

N280,001 - N290,000 1 1 2 - - -

N290,001 - N300,000 5 5 5 2 4 -

N300,001 - N310,000 0 0 2 - -

N310,001 - N320,000 0 0 1 - - -

N320,001 - N330,000 0 0 - - - -

N330,001 - N350,000 0 0 - - - -

N350,001 - N360,000 0 0 - - - -

N360,001 - N370,000 0 0 - - - -

N370,001 - N380,000 0 0 - 3 - 9

N380,001 -N400,000 1 1 2 - - -

N400,001 - N410,000 0 0 - 1 8 2

N410,001 - above 20 20 20 20 9 8



26. GUARANTEES & OTHER FINANCIAL COMMITMENTS

1. Contingent Liabilities

Contingent liabilities in respect of pending litigations involving the company amounted to

N206,425,510.54 (2006 – N1,856,130,476). The Directors have been advised by counsel that no

liability will arise there from. This has not been provided for in these financial statements. The

actions are being defended and the directors are of the opinion that no material liability would

arise there from.

2. Financial Commitments

The Directors are of the opinion that all known liabilities and commitments relevant in

assessing the company’s state of affairs have been taken into account in the preparation of

these financial statements.

27. CAPITAL COMMITMENTS

There were no capital commitments at March 31, 2007 (2006- Nil)

28. RELATED PARTY TRANSACTION

AIICO Insurance Plc. has a Technical Service Agreement with AIICO Bahamas who owns

26.26% of the company’s equity.

29. RELATED PARTY TRANSACTION

AIICO Insurance Plc was hitherto a composite company, but in line with National Insurance

Commission (NAICOM) directives, incorporated a new company AIICO General insurance

Company Limited, which has now taken over the general insurance business.

.

30. APPROVAL OF FINANCIAL STATEMENTS

The board of directors of the company approved these financial statements on May 25, 2007.



VALUE ADDED STATEMENT


3 Months

31/03/07 2006 2005 2004 2003 2002

N'000 % N'000 % N'000 % N'000 % N'000 % N'000 %

Premium Earned 1,039,477 3,030,487 2,931,822 2,356,794 1,723,200 1,454,046

Deposit - - - 1,301,025 1,216,641 1,084,179

Investment and Other

Income 93,529 385,366 210,872 1,041,230 1,054,729 674,085

1,133,006 3,415,853 3,142,694 4,699,049 3,994,570 3,212,310

Reinsurances, claims,

maturities,

surrenders,

commission and

services (961,850) (2,675,076) (2,665,739) (4,273,781) (3,452,202) (2,816,236)

Value Added 171,156 100 740,777 100 476,955 100 425,268 100 542,368 100 396,074 100

VALUE ADDED IS APPLIED AS FOLLOWS:

In payment of

employees:

Salaries, wages and

other benefits 70,003 41 232,715 31 237,222 50 231,289 54 240,298 44 169,696 43

In payment of

provider of capital

Dividend - - - - 70,000 13 30,000 8

In payment of

Government

Taxation 19,966 12 (134,903) (18) 5,137 1 2,270 1 21,000 4 17,121 4

Retained for

replacement of asset

and

Expansion of the

business:

Depreciation 38,759 23 159,263 21 152,786 32 119,190 28 97,849 18 76,168 19

Contingency Reserve 19,355 11 68,965 9 51,469 11 41,728 10 31,321 6 27,948 7

Bonus issue reserve - - - - - 0 50,000 13

Retained Profit 23,073 13 414,737 56 30,341 6 30,791 7 81,900 15 25,141 6

171,156 100 740,777 99 476,955 100 425,268 100 542,368 100 396,074 100


STATUTORY & GENERAL INFORMATION

Incorporation and Share Capital History

AIICO was established in 1963 as an Agency office of American Life Insurance Company, Wilmington

Delaware USA and was incorporated in Nigeria on July 14, 1970 as a Private Limited Liability

Company. The Company’s principal activities are Life, General Insurance and Special Risks Business.

It became a Public Liability Company in 1989 and has its registered Head Office at Plot PC 12,

Afribank Street, Victoria Island, Lagos.

The initial authorized share capital of the Company at incorporation was N200, 000.00 divided into

100,000 ordinary shares of N2.00 each. The original foreign investment of American Life Insurance

Company (ALICO) capitalized as paid-up was N57,304 divided into 28,652 ordinary shares of N1.00

each. This was transferred to AIICO as its capital base. At present, the authorized share capital of the

company is N5,000,000,000 divided into 10,000,000,000 ordinary shares of 50 kobo each of which

N1,554,893,143 divided into 3,109,786,287 ordinary shares of 50 kobo each is fully paid.

The following changes have taken place in the Company’s authorized and issued capital:

Date Authorised

Share Capital

Cumulative Issued Share

Capital

Cumulative Consideratio

n

Increase Increase

N’000 N’000 N’000 N’000

1970 200,000 200,000 57,304 57,304 Cash

1976 400,000 600,000 394,212 451,516 Bonus

1977 1,400,000 2,000,000 748,484 1,200,000 Bonus

1987 - 2,000,000 800,000 2,000,000 Bonus

1989 8,000,000 10,000,000 2,000,000 4,000,000 Bonus

1993 15,000,000 25,000,000 6,000,000 10,000,000 Cash

1994 75,000,000 100,000,000 10,000,000 20,000,000 Bonus

1995 - 100,000,000 10,000,000 30,000,000 Bonus

1996 - 100,000,000 20,000,000 50,000,000 Bonus

1997 100,000,000 200,000,000 50,000,000 100,000,000 Bonus

2002 300,000,000 500,000,000 50,000,000 150,000,000 Bonus

2003 - 500,000,000 200,000,000 350,000,000 Bonus/Cash

2004 500,000,000 1,000,000,000 - 350,000,000 -

2005 1,500,000,000 2,500,000,000 350,000,000 700,000,000 Bonus

2005 2,500,000,000 5,000,000,000

2006 - 5,000,000,000 175,000,000 875,000,000 Bonus

2006 - 5,000,000,000 457,765,000 1,332,765,552 Cash

2007 - 5,000,000,000 222,127,592 1,554,893,143 Bonus

SHAREHOLDING STRUCTURE

As at the date of this Prospectus, the issued and fully paid up capital of Aiico were beneficially held by

Nigerians as follows:

Shareholder Shareholding % Holding

Aiico Bahamas Limited 816,666,667 26.26%

Ciscon Nigeria Limited 204,166,667 6.57%

DF Holdings Limited 396,316,667 12.74%

Other 1,692,636,287 54.43%

3,109,786,287 100.00%


STATUTORY & GENERAL INFORMATION (CONTD)

DIRECTORS’ BENEFICIAL INTEREST

As at the date of this Prospectus, the Directors who have interest in the issued Share capital of Aiico as

recorded in the register of members and/or as notified by them under section 275 of the Companies

and Allied Matters Act 1990 are as follows:

S/No Names

Direct

Holdings

Indirect

Holdings

Total

Holdings

%

Holding

1 Fajemirokun Oladele 88,921,936 396,317,487 485,239,423 15.60

2 Sobanjo Ayodeji 534,917 - 534,917 0.02

3 Akenzua Omoregie 1,461,443 - 1,461,443 0.05

4 Gbadamosi Rasheed Abiodun 1,954,313 - 1,954,313 0.06

5 Lukman Riwanu 9,718 - 9,718 0.00

6 Egejuru Emmanuel Uzoma 527,333 - 527,333 0.02

7 Oyedokun Olatunji Simeon 265,417 - 265,417 0.01

8 Okwor Eugene 29,167 - 29,167 0.00

9 Tokunbo Ogunbanjo - - - 0.00

10 Haresh Aswani - - - 0.00

93,704,244 396,317,487 490,021,731 15.76

Subsidiaries, Associated Companies & Equity Investments

Aiico Insurance Plc maintains equity investments in the following institutions:

� Aiico General Ins. Co Ltd 100%

� Aiico Asset Management Limited 100%

STATEMENT OF INDEBTEDNESS

As at the 31st of March 2007, the Company has no outstanding debentures, mortgages, charges or

similar indebtedness or material contingent liabilities other than in the ordinary course of business.

However, contingent liabilities in respect of 15 pending litigations involving the company is

approximately N206,425,510.54.



Extracts from the Memorandum and Articles of Association

3.(16) To borrow or raise money in such a manner as the Company shall think fit, and in

particular by the issue of debentures, or debenture stock (perpetual or otherwise) and

to secure the repayment of any money borrowed, raised or owing, by mortgage,

charge or lien upon the whole or any part of the Company’s property or assets

(whether present or future), including its uncalled capital and also similar mortgage,

charge or lien to secure and guarantee the performance by the Company of any

obligation or liability it may undertake.

SHARE CAPITAL AND VARIATION OF RIGHTS

4. Without prejudice to any special rights previously conferred on holders of any existing shares

or class of shares, any shares in the company may be issued with such preferred, deferred or

other special rights or such restrictions, whether in regard to dividend, voting or otherwise or

on the basis that the same is, or at the option of the Company liable, to be redeemed as the

Company may from time to time by ordinary resolution determine.

5. Subject to the provisions of Section 74 of the Decree or any amendments thereof, if at any time

the share capital is divided into different classes of shares, the rights attached to any class

(unless otherwise provided by the terms of issue of the shares of that class) may, whether or

not the Company is being wound up, be varied with the sanction of an extraordinary

resolution passed at a separate general meeting of the holders of the shares of that class. To

every such separate general meeting the provisions of these Articles relating to general

meetings shall apply but so that the necessary quorum shall be two persons at least holding or

representing by proxy one third of the issued shares or the class and that any holder of shares

of the class present in person or by proxy may demand a poll.

8. Except as required by law, no person shall be recognised by the Company as holding any

shares upon any trust, and the Company shall not be bound by or be compelled in any way to

recognise (even when having notice thereof) any equitable, contingent, future or partial

interest in any share or any interest in any fractional part of a share or (except only as by these

regulations or by law otherwise provided) any other rights in respect of any share except an

absolute right to the entirety thereof in the registered holder.

9. Every person whose name is entered as a member in the register of members shall be entitled

without payment to receive within one month after allotment or lodgment of transfer (or

within such other period as the conditions of issue shall provide) one certificate for all his

shares upon payment of ten kobo for every certificate after the first or such less sum as the

Directors shall from time to time determine. Every certificate shall specify the shares to which

it relates and the amount paid up thereon. Provided that in respect of a share or shares held

jointly by several persons the Company shall not be bound to issue more than one of

certificate, and delivery of a certificate for a share to one of several joint holders shall be

sufficient delivery to all such holders.

LIEN

12. The Company shall have first and paramount lien on every share (not being a fully paid

share) for all moneys (whether presently payable or not) called or payable at a fixed time

in respect of that share, and the Company shall also have a first and paramount lien on all

shares (other than a fully paid shares) standing registered in the name of a single person

for



all moneys presently payable by him or his estate to the Company. The Company’s lien, if any,

on a share shall extend to all dividends payable thereon.

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

Company has a lien, but no sale shall be made unless a sum in respect of which the lien exists

is presently payable, nor until the expiration of fourteen days after a notice in writing, stating

and demanding payment of such part of the amount in respect of which the lien exists as is

presently payable, has been given to the registered holder for the time being of the share, or

the persons entitled thereto by reason of his death or bankruptcy.

TRANSMISSION OF SHARES

30. In case of the death of a member the survivor where the deceased was a joint holder and the

legal personal representatives of the deceased where he was a sole holder, shall be the only

person recognized by the Company as having any title to his interest in the shares; but

nothing herein contained shall release the estate of a deceased joint holder from any liability in

respect of any share which had been held jointly by him with other persons.

ALTERATION OF CAPITAL

45. The Company may from time to time, in General Meeting, whether all the shares for the time

being authorized shall have been issued, or all the shares for the time being issued shall have

been fully called up or not, increase its capital by the creation of new shares, such aggregate

increase to be of such amount and to be divided into shares of such respective amounts as the

General Meeting resolving upon the creation thereof shall direct. Subject and without

prejudice to any rights for the time being attached to the shares of any special class, any shares

in such increased capital may have attached thereto such special rights or privileges as the

General Meeting resolving upon the creation thereof shall by resolution determine, and in

+particular any such shares may be issued with a preferential, deterred or qualified right to

dividends or in the distribution of assets and with a special or without any right of voting.

GENERAL MEETINGS

49. The Company shall in each calendar year hold a general meeting as its Annual General

Meeting in addition to any other meetings in that year, and shall specify the meeting as such

in the notice calling it; and not more than fifteen months shall elapse between the date of one

Annual General Meeting of the Company and that of the next. The Annual General Meeting

shall be held at such time and place as the Directors shall appoint.

50. All general meetings other than Annual General Meetings shall be called Extraordinary

General Meeting.

51. The Directors may whenever they think fit, convene an Extraordinary General Meetings, and

Extraordinary General Meetings shall also be convened on such requisition, or, in default may

be convened by such requisitionists, as provided by Section 125 of the Decree. If at any time

there are not available sufficient Directors capable of acting to form a quorum, any Director or

any two members of the Company may convene an Extraordinary General Meeting in the

same manner as nearly as possible as that in which meetings may be convened by the

Directors.



NOTICE OF GENERAL MEETINGS

52. An Annual General Meeting and a meeting called for the passing of a special resolution shall

be called by twenty-one days’ notice in writing at the least and a meeting of the Company

other than an Annual General Meeting or a meeting for passing of a special resolution shall be

called by fourteen days notice in writing at least. The notice shall be exclusive of the day on

which it is given and shall be exclusive of the day on which it is served or deemed to be

served and of the day for which it is given and shall specify the place and day and the hour of

meeting and, in case of special business the general nature of that business, and shall be given,

in manner hereinafter mentioned or in such other manner, if any, as may be prescribed by the

Company in general meeting, to such persons as are under the regulations of the Company,

entitled to receive such notice from the Company.

Provided that a meeting of the Company shall, notwithstanding that it is called by shorter

notice than that specified in the Article, be deemed to have been duly called if it is so agreed:

(a) in the case of a meeting called as the Annual General Meeting, by all the members

entitled to attend and vote thereat; and

(b) in the case of any other meeting, by a majority in number of the members having a

right to attend and vote at the meeting, being a majority together holding not less

than 95 per cent in nominal value of the shares giving that right.

PROCEEDINGS AT GENERAL MEETING

54. All business shall be deemed special that is transacted at an Extra-ordinary General Meeting,

and also all that is transacted at an Annual General Meeting with the exception of declaring a

dividend, the consideration of the accounts, balance sheets, and the reports of the Directors

and auditors, the election of Directors in the place of those retiring and the appointment of,

and the fixing of the remuneration of, the auditors.

55. Save as herein otherwise provided, three members present in person or by proxy and holding

at least 50% of the shares shall be a quorum; and no business shall be transacted at any general

meeting unless a quorum of members is present at the time when the meeting proceeds to

business.

60. At any general meeting a resolution put to the vote of the meeting shall be decided on a show

of hands unless a poll is demanded;

(a) by the Chairman, or

(b) by at least three members present in person or by proxy; or

(c) by any member or members holding shares in the company conferring a right to vote

at the meeting, being shares on which an aggregate sum has been paid up equal to not

less than one-tenth of the total sum paid up on all the shares conferring that right.

Unless a poll be so demanded a declaration by the Chairman, that a resolution has on a show

of hands been carried or carried unanimously, or by a particular majority, or lost, and an entry

to that effect in the book containing the minutes of the proceedings of the company shall be

conclusive evidence of the fact without proof of the number or proportion of the votes

recorded in favour of or against such resolution. The demand for a poll may be withdrawn

before or on the declaration of the result of the show of hands.



61. Except as provided in Article 63, if a poll is dully demanded it shall be taken in such manner

as the chairman directs, and the result of the poll shall be deemed to be the resolution of the

meeting at which the poll was demanded.

62. In the case of an equality of votes, whether on a show of hands or on a poll, the chairman of

the meeting at which the show of hands takes place or at which the poll is demanded, shall

not be entitled to a second or casting vote.

63. A poll demanded on the election of a chairman or on a question of adjournment shall be taken

forthwith. A poll demanded on any other question shall be taken at such time as the Chairman

of the meeting directs, and any business other than that upon which a poll has been

demanded may be proceeded with pending the taking of the poll.

VOTES OF MEMBERS

64. Subject to any rights or restrictions for the time being attached to any class or classes of shares,

on a show of hands every member present in person or by proxy shall have one vote, and on a

poll every member shall have one vote for each share of which he is the holder.

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

proxy shall be accepted to the exclusion of the votes of the other joint holders; and for this

purpose seniority shall be determined by the order in which the names stand in the Register of

Members.

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

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

70. The instrument appointing a proxy shall be in writing under the hand of the appointor or of

his attorney, duly authorized in writing, or, if the appointor is a corporation, either under seal,

or under the hand of an officer or attorney duly authorized. A proxy need not be a member of

the company.

71. The instrument appointing a proxy and the power of attorney or other authority, if any, under

which it is signed, a notarially certified copy of that power or authority shall be deposited at

the office or at such other place within Nigeria as may be specified for that purpose in the

notice convening the meeting, not less than 48 hours before the time for holding the meeting

or adjourned meeting, at which the person named in the instrument proposes to vote, or in the

case of a poll, not less than 48 hours before the time appointed for taking of the poll, and in

default the instrument of proxy shall not be treated as valid.

72. An instrument appointing a proxy shall be in the following form or a form as near thereto as

circumstances admit:

” AIICO INSURANCE PLC

I/We __________________________________________________________ of

_____________________________ being a member/members of the above-named Company,

hereby appoint _________________ of ___________ or failing him,

___________________________ of ____________________________ as my/or proxy to vote for

me/us on my/our behalf at the (Annual or Extraordinary, as the case may be) General Meeting

of the Company to be held on the ________________ day of _________________ 19

________________________ and at any adjournment thereof.

Signed this __________ day of _________________ 19 ____________”.



73. Where it is desired to afford members an opportunity of voting for or against a resolution the

instrument appointing a proxy shall be in the following form or as near thereto as

circumstances admit:

” AIICO INSURANCE PLC

I/We __________________________________________________________ of

_____________________________, being a member/members of the above-named Company,

hereby appoint _________________ of ___________________ as my/our proxy to vote for me/us

on my/our behalf at the (Annual or as my/our proxy to vote for me/us on my/our behalf at the

(Annual or Extraordinary, as the case may be) General Meeting of the Company to be held on

the ________________ day of __________ 19 ______________ and at any adjournment thereof.

Signed this __________ day of _________________ 19 ____________”.

This form is to be used *in favour of the resolution.

Against

Unless otherwise instructed, the proxy will note as it thinks fit or abstain from voting.

*Strike out whichever is not desired.

DIRECTORS

77. Unless and until otherwise determined by the Company in general meeting the number of

Directors shall not be less than four nor more than twelve.

78. The remuneration of the Directors shall from time to time be determined by the Company

in general meeting. Such remuneration shall be deemed to accrue from day to day. The

Directors may also be paid all traveling, hotel and other expenses properly incurred by them

in attending and returning from meetings of the Directors or any committee of the directors or

general meetings of the Company or in connection with the business of the Company.

79. A director shall not be required to hold any share qualification.

80. A Director of the Company may be or become a director or hold other office of, or

otherwise interested in, any company promoted by the Company or in which the Company

may be interested as shareholder or otherwise, and no such Director shall be accountable to

the Company for any remuneration or other benefit received by him as a director or officer of,

or from his interest in, such other company unless the Company otherwise directs.

BORROWING POWERS

81. The Directors may exercise all the powers of the Company to borrow money, and to

mortgage or charge its undertaking, property and uncalled capital, or any part thereof, and to

issue debentures, debenture stock and other securities whether outright or as security for any

debt, liability, or obligation of the Company or of any third party. Provided that the amount

for the time being remaining undischarged of moneys borrowed or secured by or on behalf of

the Company (apart from temporary loans obtained from the Company’s bankers in the

ordinary course of business) shall not at any time without the previous sanction of the

Company in general meeting exceed 1½ times the aggregate of the amount for the time being

paid up on the share capital of the Company and of its reserves so



however that no lender or other person dealing with the Company shall be concerned to see

or enquire whether this limit is observed.

POWERS AND DUTIES OF DIRECTORS

82. The business of the Company shall be managed by the Directors, who may pay all

expenses incurred in promoting and registering the Company, and may exercise all such

powers of the Company as are not, by the Decree or by these Articles, required to be exercised

by the Company in general meeting, subject, nevertheless, to any of these Articles, to the

provisions of the Decree and to such regulations being not inconsistent with the aforesaid

Articles or regulation made by the Company in general meeting shall invalidate any prior act

of the Directors which would have been valid if that regulation had not been made. Provided

that they shall lease or otherwise dispose of the whole or substantial part of the undertaking

or of the assets of the Company to any person or body corporate whether or not associated

with the Company.

DISQUALIFICATION OF DIRECTORS

89. The office of Director shall be vacated if the Director:

(a) ceases to be a Director by virtue of Section 176 of the Decree; or

(b) becomes bankrupt or makes any arrangement or composition with his creditors

generally;

(c) becomes prohibited from being a Director by reason of any order made under Section

179 of the Decree;

(d) becomes of unsound mind;

(e) resigns his office by notice in writing to the Company; and

(f) is removed from office pursuant to Article 96 hereof.

APPOINTMENT AND REMOVAL OF DIRECTORS

95. The Directors shall have power at any time, and from time to time to appoint any person to be

a Director, either to fill a casual vacancy or an addition to the existing Directors, but so that

total number of Directors shall not at any time exceed the number fixed in accordance with

these Articles. Any Director so appointed shall hold office only until the next following annual

general meeting, and shall then be eligible for re-election but shall not be taken into account in

determining the Directors who are to be retire by rotation at such meeting.

PROCEEDINGS OF DIRECTORS

98. The Directors may meet together for the despatch of business, adjourn, and otherwise regulate

their meetings, as they think fit. Questions arising at any meeting shall be decided by a

majority of votes.

99. The Chairman may, and the Secretary shall, on the requisition of the Chairman or any two

Directors, at anytime summons a meeting of the Directors, provided there shall be given

fourteen (14) days prior notice in writing to all directors, including any for the time being

absent from or not resident in Nigeria. Notice to any Directors outside Nigeria shall be sent

by courier or telex, telefax and e-mail through the address or telex, telefax and e-mail numbers

given by such absent or non-resident Directors.

An emergency or extra-ordinary meeting of the directors may however be convened by giving

seven (7) days notice in writing to all directors provided one-third of the total



number of directors which must include the Chairman and the Managing director agree in

writing that the matters to be considered are of such urgency to the Company that a shorter

notice period is necessary.

100. The quorum necessary for the transaction of the business of the Directors at any meeting

whatsoever shall be three-fourths of the total number of appointed Directors. Where the total

number of Directors is not a multiple of 4 then the quorum shall be three-fourths to the nearest

number.

DIVIDENDS AND RESERVE

114. The Company in general meeting may declare dividends, but no dividend shall exceed the

amount recommended by the Directors.

115. The Directors may from time to time pay to the members such interim dividends as appear to

the Directors to be justified by the profits of the Company.

116. No dividends shall be paid otherwise that out of profits

117 The Directors may, before recommending any dividend, set aside out of the profits of the

Company such sums as they think proper as a reserve or reserves which shall, at the

discretion of the Directors, be applicable for any purpose to which the profits of the Company

may be properly applied, and pending such application may, at the like discretion, either be

employed in the business of the Company or be invested in such investments (other than

shares of the Company) as the Directors may from time to time think fit. The Directors may

also without placing the same to reserve carry forward any profits which they may think

prudent not to distribute

118 Subject to the rights of persons, if any, entitled to shares with special rights as to

dividends, all dividends shall be declared and paid according to the amounts paid or credited

as paid on the shares in respect whereof the dividend is paid, but no amount paid or credited

as paid on a share in advance of calls shall be treated for the purpose of this regulation as paid

on the share. All dividends shall be apportioned and paid proportionately to the amounts

paid or credited as paid on the shares during any portion or portions of the period in respect

of which the dividend is paid; but if any share is issued on terms providing that it shall rank

for dividends as from a particular date, such share shall rank for dividend accordingly.

120 Any general meeting declaring a dividend or bonus may direct payment of such dividend or

bonus wholly or partly by the distribution of specific assets and in particular of paid shares,

debentures or debenture stock of any other company or in any one or more of such ways, and

the Directors shall give effect to such resolution, and where any difficulty arises in regard to

such distribution, the Directors may settle the same as they think expedient, and in particular

may fix the value for distribution of such specific assets or any part thereof, and may

determine that cash payments shall be made to any members upon the footing of the value so

fixed in order to adjust the rights of all parties, and may vest any such specific assets in

trustees as may seem expedient to the Directors.

121 Any dividend, interest or other moneys payable in cash in respect of shares may be paid by

cheque or warrant sent through the post directed to the registered address of the holder or, in

the case of joint holders, to the registered address of that one of the joint holders who is first

named on the Register or to such person and to such address as the holder or joint holders

may in writing direct. Every such cheque or warrant shall be made payable to the



order of the person to whom it is sent. Any one of two or more joint holders may give

effectual receipts for any dividends, bonuses or other moneys payable in respect of the shares

held by them as joint holders.

CAPITALISATION OF PROFITS

128. The Company in general meeting may upon the recommendation of the Directors resolve that

it is desirable to capitalize any part of the amount for the time being standing to the credit of

any of the Company’s reserve accounts or to the credit of the profit and loss account or

otherwise available for distribution, and accordingly that such sum be set free for distribution

amongst the members who would have been entitled thereto if distributed by way of dividend

and in who have been entitled thereto if distributed by way of dividend and in the same

proportions on condition that the same be not paid in cash but be applied either in or towards

paying up any amounts for the time being unpaid on any shares held by such members

respectively or paying up in full unissued shares or debentures of the Company to be allotted

and distributed credited as fully paid up to and amongst such members in the proportion

aforesaid or partly in the one way and partly in the other, and the Directors shall give effect to

such resolution.

Provided that a share premium account and a capital redemption reserve fund may, for the

purposes of this Article, only be applied in the paying up of unissued shares to be issued to

the members of the company as fully paid bonus shares.

NOTICES

131. A notice may be given by the Company to any member either personally or by sending it by

post to him at his last registered address.

132. Where a notice is sent by post, service of the notice shall be deemed to be effected by properly

addressing, prepaying, and posting a letter containing the notice, and to have been effected

on the third day following that on which the letter containing the same is put in the post.

133. A notice may be given by the Company to the joint holders of a share by giving the notice to

the joint holder first named in the Register in respect of the shares.

134. A notice may be given by the Company to the persons entitled to a share in consequence of

the death or bankruptcy of a member by sending it through the post in a prepaid letter

address to them by name, or by the title of representatives of the deceased, or trustees of the

bankrupt, or by any like description at the address, if any, supplied for the purpose by the

persons claiming to be so entitled, or (until such an address has been so supplied) by giving

the notice in any manner in which the same might have been given if the death or bankruptcy

had not occurred.

135. Notice of every general meeting shall be given in any manner hereinbefore authorized to:

(a) every member;

(b) every person upon whom the ownership of a share devolves by reason of his being a

legal personal representative or a trustee in bankruptcy of a member where the

member but for his death or bankruptcy would be entitled to receive notice of the

meeting; and

(c) the auditor for the time being of the Company.

No other person shall be entitled to receive notices of general meetings.



Claims and Litigation

The Company is, in the ordinary course of business is presently involved in a total of 16 (sixteen)

cases. The total amount claimed in the 6 (five) cases instituted against the Company is estimated at

N47,932,150.54 (Forty-Seven Million, Nine Hundred and Thirty-Two Thousand, One Hundred Fifty

Naira, Fifty Four Kobo). The total amount claimed in the 9 (nine) cases instituted against third parties

who are insured by the Company is N158,493,360 (One Hundred and Fifty Eight Million, Four

Hundred and Ninety Three Thousand, Three Hundred and Sixty Naira). However while the

Company’s contingent liability in these cases will be as determined by the court upon conclusion of

the matter, its contingent liability in cases against parties insured by it should not exceed the

respective limit of cover provided by the Company. The Company has instituted 1 (one) case against a

third party, with a claim of N346,524.33, (Three Hundred and Forty-Six Thousand, Five Hundred and

Twenty-Four Naira, Thirty-Three kobo).

The Company’s Solicitors are of the opinion that the liability that may accrue to the Company from the

cases instituted against it would not have any material adverse effect on the contemplated transaction.

The Directors of the Company are of the opinion that none of the aforementioned cases is likely to

have any material adverse effect on the Company and or the contemplated transaction, and are not

aware of any other pending and or threatened claims or litigation.

Material Contracts

The Company has entered into the following agreements considered material to the Offer:

1. A vending agreement dated December 6, 2007 with the Issuing House (Greenwich Trust

Limited) under which the Issuing House agreed to Offer for Subscription on behalf of the

Company a total of 2,500,000,000 ordinary shares of 50 kobo each by offer for subscription at

N2.20 per share.

2. An underwriting agreement dated December 6, 2007 with the Joint Underwriters under which

the Joint Underwriters agreed to underwrite 80% of the Company’s offer for subscription of

2,500,000,000 ordinary shares at N2.20 per share.

3. A Technical Agreement dated October 5, 2005 with Aiico Bahamas Limited (Technical

Consultant) under which Aiico Bahamas agreed to provide insurance consulting and training

services, and Management expertise to the Company.

Merger & Acquisition

The Company merged with Nfi Insurance Plc and Lamda Insurance Company Limited in 2007.

Off Balance Sheet items

As at the date of this Prospectus, the Company had no off balance sheet items.

Estimated Cost of Issue

The total costs and expenses of this Offer, including fees payable to SEC, The Nigerian Stock

Exchange, Issuing House fees, Stockbrokers, legal and accountancy fees, printing, etc. is estimated at

N224,369,300.00 being 4.08% of the gross proceeds of the Offer and is payable by Aiico.



Declarations

Except as otherwise disclosed in this Prospectus:

a) No share of Aiico Insurance Plc is under option or agreed conditionally or unconditionally to

be put under option;

b) No commissions, discounts, brokerages or other special terms have been granted by Aiico

Insurance Plc to any person in connection with the offer or sale of any share of the Company;

c) Save as disclosed herein, the Directors of Aiico Insurance Plc have not been informed of any

holding representing 10% or more of the issued share capital of the Company;

d) There are no founders’, management or deferred shares or any options outstanding in Aiico

Insurance Plc;

e) There are no material service agreements between Aiico Insurance Plc or any of its Directors

and employees other than in the ordinary course of business;

f) There are no long term service agreements between Aiico Insurance Plc and any of its

Directors and employees except Pension Agreements;

g) No Director of the Company has had any interest, direct or indirect, in any property purchased

or proposed to be acquired by the Company in the five years prior to the date of this

Prospectus.

Relationship with the Issuing House/Financial Advisers and other Parties

As at the date of this Prospectus, there is no relationship between the Company, the Issuing House

and other parties.

Consents

The following parties have given and not withdrawn their written consents to the Offer of this

Prospectus with their names and reports (where applicable) included in the form and context in which

they appear:

The Directors of the Company.

The Company Secretary/Legal Adviser (The Company)

Greenwich Trust Limited - Issuing House

Magnartis Finance & Investments Limited - Joint Stockbrokers

Compass Investments & Securities Ltd - Joint Stockbrokers

Falcon Securities Limited - Joint Stockbrokers

Independent Securities Limited - Joint Stockbrokers

Signet Investments & Securities Ltd - Joint Stockbrokers

SIAO Partners - Reporting Accountants to the Offer

Ernst & Young - Auditors to Aiico

Rickey Tarfa & Co. - Solicitors to the Company

Banwo & ighodalo - Solicitors to the Offer

United Securities Limited - Registrar

Greenwich Trust Limited - Underwriter

Spring Capital Markets Limited - Underwriter

Skye Bank Plc - Receiving Bankers.

Intercontinental Bank Plc - Receiving Bankers



Documents Available for Inspection

Copies of the following documents may be inspected at the office of Greenwich Trust Limited, Plot

1698A, Oyin Jolayemi Street, Victoria Island, Lagos during normal business hours on any week day

(except public holidays) while the Offer remains open.

1. Certificate of Incorporation of the Company.

2. The Memorandum & Articles of Association of the Company.

3. The Company’s License issued by the National Insurance Commission.

4. Shareholders and Board Resolutions authorizing the Offer

5. The Company’s Audited Accounts for the five years ended 31 December, 2006 and three months

to 31 March, 2007 and the Reporting Accountants’ report on the five years audited account to 31

December, 2006 and three months to 31 March, 2007.

6. Memorandum of profit forecast for year ended 31 December, 2007 and three years ending 31

December, 2008, 2009 and 2010 and the Reporting Accountants’ Report thereon.

7. SEC letter of approval of the Offer.

8. Letter from the Nigerian Stock Exchange approving the Total Offer and the listing of the shares.

9. Consents referred to above

10. Claims and litigation referred to above

11. The material contracts referred to in the Prospectus.

12. The Prospectus issued in connection with the Offer.

13. Certificate of increase in Share Capital

14. Vending Agreement and the Underwriting Agreement


PROCEDURE FOR APPLICATION AND ALLOTMENT

1. APPLICATION

1.1 The general investing public is hereby invited to apply for the shares through any of

the Receiving Agents listed on Page 75.

1.2 Applications for the shares must be made in accordance with the instructions set out

at the back of the application form. Care must be taken to follow these instructions, as

applications that do not comply will be rejected.

1.3 The Application List for the shares will be open from December 10, 2007 to December

31, 2007. Applications must be for a minimum of 5,000 shares and in multiples of 500

thereafter. The number of shares for which an application is made and the value of

the cheque or bank draft attached should be entered in the boxes provided.

1.4 A single applicant should sign the declaration and write his/her full names, address,

daytime telephone number and occupation in item “1” on the application form. Item

“2” should be used by joint applicants. A corporate applicant should affix its seal in

item “3” in the box and state its Incorporation (RC) Number or in the case of a

corporate foreign subscriber its appropriate identification number in the jurisdiction

in which it was constituted.

1.5 Each application should be forwarded together with the cheque or bank draft for the

full amount of the purchase price to any of the Receiving Agents listed on Page 75.

The cheque or draft must be drawn on a bank in the same town or city in which the

Receiving Agent is located and crossed “ Aiico Offer” with the name, address and

daytime telephone number of the applicant written on the back. All transfer charges

to Lagos, if any, must be paid by the applicant and no application will be accepted

unless this has been done. All cheques and drafts will be presented upon receipt and

all applications in respect of which cheques are returned unpaid will be rejected and

returned through the post at the applicant’s risk.

1.6 All returns must also include photocopies of the payment instruments as well as

corresponding schedules containing particulars of applicants

1.7 Foreign currency subscribers are advised to contact the receiving Bankers for the

applicable US Dollar exchange rate on the day the remittance is being effected.

2. ALLOTMENT

Greenwich Trust Limited and the Directors of the Company reserve the right to accept or

reject any application in whole or in part. All irregular or suspected multiple applications will

be rejected.

3. APPLICATION MONIES

All application monies will be retained in a separate interest bearing bank account by the

Receiving Bankers pending allotment. If any application is not accepted, or is accepted for

fewer shares than the number applied for, a crossed cheque for the full amount or the balance

of the amount paid (as the case may be) together with the accrued interest will be returned by

registered post within 5 working days of allotment. A share certificate will be sent by

registered post not later than 15 working days from the date of allotment. Any investor who

does not want to receive a physical certificate, should state the name of his/her stockbroker

and his/her CSCS account number in the space provided in the Application Form


RECEIVING AGENTS Application Forms may be obtained free of charge from any of the following Receiving Agents , to whom brokerage will be paid at the

rate of N0.75 per N100 worth of shares allotted in respect of applications bearing their official stamps.

The Issuing House cannot accept responsibility for the conduct of any of the institutions listed below. Investors are therefore advised to

conduct their own independent enquiries before choosing an agent to act on their behalf. Evidence of lodgement of funds at any of the Receiving

Agents listed below, in the absence of corresponding evidence of receipt by any of the Issuing House, cannot give rise to a liability on the part of

the Issuing House under any circumstances. BANKS

Access Bank Plc Guaranty Trust Bank Plc Stanbic Bank Nigeria Limited Afribank Nigeria Plc Intercontinental Bank Plc Standard Chartered Bank Limited Diamond Bank Ltd IBTC-Chartered Bank Plc Sterling Bank Plc Eco Bank Nigeria Plc Oceanic Bank International Plc United Bank for Africa Plc Equitorial Trust Bank Ltd Platinum Habib bank Plc Union Bank of Nigeria Plc Fidelity Bank Plc Nigeria International Bank Limited Unity Bank Plc First Bank of Nigeria Plc Skye bank Plc Wema Bank Plc First City Monument Bank Plc Spring Bank Plc Zenith Bank Plc First Inland Bank Plc

STOCKBROKERS AND OTHERS AAA Stockbrokers Ltd Forte Asset Management Ltd Professional Stockbrokers Ltd Adamawa Securities Ltd Forthright Securities & Investments Ltd Pivot Trust & Investment Ltd Afribank Capital Markets Limited Fountain Securities Ltd Profund Securities Ltd AIL Securities Ltd FSDH Securities Limited PSL Securities Ltd Alangrange Securities Limited Future View Financial Services Ltd Pyramid Securities Ltd Alliance Capital Mgt co. Ltd Gidauniya Investments & Securities Ltd Quantum Securities Ltd Altrade Securities Ltd Global Assets & Management Ltd Reading Investments Ltd AMYN Investments Ltd Golden Securities Ltd Regency Assets Management Ltd Anchoria Investment & Securities Ltd Greenwich Trust Ltd Resano Securities Ltd APT Securities & Funds Ltd GTI Capital Ltd Resort Securities & Trust Ltd Associated Asset Managers Ltd Heartbeat Investments Ltd Reward Investments & Securities Ltd Atlas Portfolio Ltd Hedge Securities & Investments Ltd Rivtrust Securities Ltd Belfry Investment & Sec. Ltd Horizon Stockbrokers Ltd Rolex Securities Ltd Best Link Investment Ltd IBTC Asset Management Ltd Rostrum Investments & Securities Ltd Bestworth Assets & Trust Ltd ICMG Securities Ltd Royal Crest Finance Ltd BFCL Assets & Securities Ltd ICON Stockbrokers Ltd Santrust & Securities Ltd BGL Securities Ltd Ideal Securities & Investments Ltd Securities Solutions Ltd BSD Securities Ltd Independent Securities Securities Trading & Investment Ltd Bytofel Trust & Securities Ltd Intercontinental Securities Ltd Securities Transaction & trust Co Ltd Calyx Securities Limited Integrated Trust & Investments Ltd Security Swaps Ltd Cashcraft Asset Management Limited International Standard Securities Ltd Shelong Investment Ltd Camry Securities Limited Interstate Securities Ltd Sigma Securities Ltd Capital Assets Ltd Investment Centre Ltd Signet Investments Securities Ltd Capital Bancorp Ltd Investment Masters & Trust Ltd SMADAC Securities Ltd Capital Express Securities Ltd Jenkins Investment Ltd Solid Rock Securities & Investment Ltd Capital Trust Brokers Ltd Kapital Care Trust & Securities Ltd Spring Stockbrokers Limited Calyx Securities Ltd. Kinley Securities Ltd Springboard Trust & Investment Ltd Centre Point Investment Ltd Kundila Finance Services Ltd Stanbic Equities Nigeria Ltd Century Securities Ltd Lambeth Trust & Investment Co Ltd Stanwal Securities Ltd Chapel Hill Advisory Partners Limited LB Securities Ltd Strategy & Arbitrage Ltd Clearview Investment Company Ltd. Lead Capital Ltd Summa Guaranty & Trust Co Ltd Citi Investment Capital Limited Lighthouse Asset Management Ltd Summit Finance Company Ltd City-Code Trust & Investment Co Ltd Lion Stockbrokers Limited Supra Commercial Trust Ltd Compass Investment & Securities Limited Maclaize Trust & Securities Ltd TFS Securities Ltd Consolidated Investment Ltd Magnartis Finance & Investment Limited Tiddo Securities Ltd Cooper Fleming Stockbrokers Ltd Mainland Trust Ltd Tomil Trust Ltd Core Trust & Investment Ltd Maninvest Securities Ltd Topmost Finance & Investment Ltd Counters Trust Securities Ltd Marimpex Finance & Investment Ltd Tower Assets Management Ltd Cowry Asset Management Ltd Marina Securities Ltd Tower Assets Management Ltd Crossworld Securities Ltd Maven Asset Management Ltd Tower Securities & Investment Co Ltd CSL Stockbrokers Ltd Maxifund Investments & Securities Ltd Traders Trust & Investment Co Ltd Davandy Finance & Sec. Ltd Mayfield Investment Ltd Trans Africa Financial Services Ltd De-Canon Investment Ltd MBC Securities Ltd Transworld Investment Ltd De-Lords Securities Ltd MBL Financial Services Ltd Tropics Securities Ltd Denham Management Ltd Mega Equities Ltd Trust Yield Securities Ltd Dependable Securities Ltd Mercov Securities Ltd Trusthouse Investment Ltd Dynamic Portfolio Ltd Meristem Securities Ltd TRW Stockbrokers Ltd EBN Securities Ltd Metropolitan Trust Nigeria Ltd UBA Global Markets Ltd Emerging Capital Ltd Midas Stockbrokers Ltd UIDC Securities limited Empire Securities Ltd Midland Capital Markets Limited UNEX Securities & Investment Ltd Enterprise Stockbroker Plc Mission Securities Ltd Union Capital Markets Ltd ESL Securities Limited Molten Trust Ltd Valmon Securities Ltd ESS Investment & Trust Ltd Mountain Investment & Securities Ltd Valueline Securities & Investment Ltd Eurocomm Securities Ltd Newdevco Finance Securities Ltd Vetiva Capital Management Limited Excel Securities Ltd Nigerian International Securities Ltd Vision Trust & Investment Ltd Express Portfolio Services Ltd Nigerian Stockbrokers Ltd Viva Securities Ltd F & C Securities Ltd Omas Investments & Trust Ltd Wizetrade Capital Asset Management Ltd Falcon Securities Ltd OMF Securities & Finance Ltd WSTC Financial Services Ltd FBN Capital Limited Options Securities Ltd Yobe Investment & Securities Ltd Finmal Finance Services Ltd P.S.I. Securities Ltd Zenith Securities Limited Fidelity Union Securities Ltd Partnership Investment Co Ltd First Alstate Securities Peninsula Asset Management & Inv. Co. Ltd First Equity Securities Ltd Perfecta Investment Trust Ltd First Stockbrokers Ltd Pilot Securities Limited FIS Securities Ltd Pinefields Investment Services Ltd Foresight Securities Investments Ltd Premium Securities Ltd


APPLICATION FORM

Aiico Insurance Plc RC. 7340

Offer for Subscription

of

2,500,000,000 Ordinary Shares of 50 kobo each at N2.20 per share

Payable in full on Application

Issuing House:

RC: 189502

Applications must be made in accordance with the instructions set out on the back of this application form. Care must be taken to follow these

instructions as applications that do not comply may be rejected.

To: Greenwich Trust Limited

DECLARATION

1 IN D I V ID U A L /F IR S T A P P L IC A N T

T itle : M r M rs M is s O th e r (p le a s e s p e c ify )

S u rn a m e / C o m p a n y N a m e

S u rn a m e

F irs t N a m e O th e r N a m e s

F u ll P o s ta l A d d re s s

S ta te T e l. N o

E m a il A d d r e s s

N e x t o f K in

C S C S N o .: N a m e o f S to c k b r o k e r

B a n k d e ta ils (fo r E -d iv id e n d s )

N a m e o f B a n k

B ra n c h A c c o u n t N u m b e r

2 JO IN T A P P L IC A N T ( IF A P P L IC A B L E )

T itle : M r M rs M is s O th e r (p le a s e s p e c ify )

S u rn a m e

F irs t N a m e O th e r N a m e s

3 B A N K D E T A IL S ( fo r E -D IV ID E N D )

N a m e o f B a n k

B ra n c h A c c o u n t N u m b e r

C o r p o ra te S e a l & In c o r p o ra tio n N u m b e r (C o rp o r a te A p p lic a n t )

S ig n a tu re o f T h u m b p r in t S ig n a tu re o f T h u m b p r in t

U n ite d S e c u r itie s L im te d S ta m p o f R e c e iv in g A g e n t

� I/We am/are 18 years of age and above.

� I/We attach the amount payable in full on application for the above number of shares in the above-mentioned Aiico

Insurance Plc Offer for Subscription of 2,500,000,000 ordinary shares of 50 kobo each at N2.20 each

� I/We agree to accept the same or any smaller number of shares of the Offer in respect of which allotment may be made upon

the terms of the Prospectus dated xxx x, 2006.

� I/We authorise you to send a Share certificate and/or cheque for any amount overpaid, by post to the address given below

and to procure registration in my/our name as the holder(s) of such number of Shares or such smaller number aforesaid.

� I/We declare that I/we have read a copy of the Prospectus for the Offer dated xxxx x, 2006 issued by Greenwich Trust

Limited, on behalf of Aiico Insurance Plc.

Number of shares applied for_____________________________

Value of shares applied for:N_____________________________

Value of cheque/bank draft:N_____________________________

Cheque details: - ________________________________

Name of bank/branch

_____________________________________________________

Cheque number:________________________________________

Account Number_______________________________________

GUIDE TO APPLICATION

Number of Shares applied for Amount Payable

5000 Minimum N11,000.00

Subsequent Multiples of 500 N1,100.00

Offer Opens

December 10, 2007

Offer closes

December 31, 2007


INSTRUCTIONS FOR COMPLETING APPLICATION FORM

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

Application Form.

2. Applications must not be for less than the minimum number of units and in the multiples stated

on the Application Form. The number of shares for which application is made and the value in

Naira of cheque or bank draft or cash attached should be entered in the boxes provided.

3. Application Forms when completed should be lodged with any of the Receiving Agents listed on

page 75. Applications must be accompanied by a cheque or draft made payable to the Receiving

Agent to whom the application is submitted, for the full amount payable on application. The

cheque or draft must be drawn on a bank in the same town or city in which the Receiving agent is

located and crossed “ Aiico Offer” with the name, address and daytime telephone number of the

applicant at the back. All cheques will be presented for payment on receipt and applications in

respect of which cheques are returned unpaid for any reason will be rejected.

4. Each applicant should make only one application, whether in his own name or in the name of a

nominee. Multiple or suspected multiple applications will be rejected.

5. Joint applicants must all sign the Application Form.

6. Applicants must be 18 years of age or over and must not be applying as nominees for persons who

do not meet this requirement.

7. Applications from corporations must bear the corporation’s seal and completed under the hand of

a duly authorised official who should also state his designation. The Corporate Applicant should

also state its RC number.

8. Application from a group of individuals which is not incorporated should be made in the names of

those individuals with no mention of the name of the group. An application by a firm which is not

registered in accordance with the Companies and Allied Matters Act. 1990, should be made

whether in the name of the proprietor or in the names of the individual partners. In neither case

should the name of the firm be mentioned.

9. Application from Pension or Provident Funds must be in the name of each individual trustee

unless the trustee is a limited liability company.

10. Applications by an illiterate should bear his/her right thumbprint on the Application Form and be

witnessed by an official of the Company or stockbroker at which the application is lodged. The

witness must record in writing that he has given this explanation to the illiterate in a language

understandable to them and that the illiterate appeared to have understood the same before

affixing his/her thumb impression. The witness should then sign below the thumb print and add

above his signature, the date and words “FREE OF CHARGE”.

11. An applicant should not print his signature. If he is unable to sign in the normal manner, he should

be treated for the purpose of the Offer as an illiterate and his right thumbprint should be clearly

impressed on the Application Form.