ASSET MANAGEMENT CORPORATION OF NIGERIA

DEBT ISSUANCE PROGRAMME: FAQs

1.

What is the background to the proposed Issuance Programme?

The Programme will be constituted by a Programme Trust Deed (Trust Deed) to be
executed between the Asset Management Corporation of Nigeria (AMCON) and the
Programme Trustee. Bondholders will be entitled to the benefit of, are bound by, and are
deemed to have notice of, all the provisions of the Trust Deed.

2.

How will the Programme be structured?

The Programme will be registered with the Securities Exchange Commission and listed
on the Nigerian Stock Exchange, to ensure maximum tradability and liquidity and to
promote the deepening of the capital market. The Programme Bonds will be issued in
Series, with detailed terms and conditions for each Series specified by a Pricing
Supplement with respect thereto.

3.

What is the purpose of the Programme?

One of AMCONs main objectives is to acquire eligible bank assets (EBAs) from eligible
financial institutions (EFIs) towards assisting the EFIs to resume lending activities.
Accordingly, AMCON issued Initial Consideration Bonds (ICBs) for a total value of
c.N1.15trn on December 31, 2010; in exchange for EBAs. In order to ensure the full
tradability of the bonds held by the EFIs, AMCON will, imminently, issue Series 1 Bonds
in order to swap/ exchange the Initial Consideration Bonds (ICBs) with the Programme
Bonds. In addition to this, the Programme will enable AMCON to acquire additional
EBAs from the EFIs and provide financial accommodation to aid the restoration of Net
Asset Value (NAV) to zero in the Intervened Banks. The Bonds will also raise working
capital for AMCON.

4.

What is the size of the proposed Debt Issuance Programme?

AMCON is issuing bonds in a programme with a limit of N3, 000,000,000,000.
AMCONs immediate plan is to issue the Series 1 Bonds (by February 2011), with a total
size of N1, 500,000,000,000. The size of subsequent issuances will be as stipulated in the
relevant Pricing Supplement.

5.

How will the Issuance Programme be sequenced?

AMCON intends to complete the Series 1 Issuance (N1.5trn) in February 2011.
Subsequent Issuances will be carried out as determined by the Corporation.

6.

What is the minimum level of subscription to the Programme Bonds? In what

Currency will the Bonds be denominated?
The minimum level of subscription for any eligible Bondholder will be as specified in
the Pricing Supplement. The Programme Bonds will be denominated in Nigerian Naira
or such other currency as specified in the applicable Pricing Supplement.

7.

What groups of individuals/ institutions are eligible to subscribe to the Programme?

The Programme shall be open to EFIs, High Net worth Individuals and Qualified
Institutional Investors as defined by Section 78(C) of the SEC Rules and Regulations and
the Investment and Securities Act No 29, 2007.

8.

In what form will the Bonds be issued to Bondholders?

The Bonds may be issued in registered form, represented by Bond Certificates or in
uncertificated form (e-allotment), registered with the Central Securities Clearing System
(CSCS).

9.

What is the status of the Initial Consideration Bonds following the Issuance of
Programme Bonds?
The Initial Consideration Bonds issued to the EFIs on December 31, 2010 are to be
mandatorily swapped/ exchanged for the Programme Bonds. EFIs will exchange the
ICBs with the Programme Bonds and return the ICBs to AMCON for cancellation. The
newly issued Bonds will bear the same characteristics as the Consideration bonds (yield
to maturity, tenor etc). The ICBs will be cancelled following this exchange.

10.

Will the Programme Bonds pay interest to Bondholders?

Payment of interest to Bondholders will be as indicated in the relevant Pricing
Supplement.

11.

Will the Programme Bonds be Tax exempt?

It is expected that the Programme Bonds will enjoy the same tax treatment as Federal
Government securities and so be tax neutral.

12.

Are there any provisions for Seniority/ Subordination with respect to the Bonds to be
issued?
The Bonds, when issued, shall rank pari passu among themselves in all respects without
discrimination or any preference whatsoever.

13.

How does AMCON propose to redeem the Bonds at maturity?

AMCON will redeem bonds through funds obtained from its operations; capital gains,
divestment/ sale of assets, asset returns, recoveries, sale of loans and investments in
Intervened Banks.

14.

Are the Bonds guaranteed?

The Bonds have been guaranteed in full by the Federal Government of Nigeria and will
bear the full faith and credit of the FGN in accordance with the provisions of Section
26(I) and 27 of the AMCON Act, 2010 and Section 47 of the Fiscal Responsibility Act,
2007.

15.

Can title to the Bonds be transferred prior to the maturity date?

The transfer of title to Bonds issued in registered form shall be made in accordance with
the provisions of the Programme Trust Deed on registration of transfers, whilst transfer
of bonds issued in uncertificated form shall be effected in accordance with the rules
governing transfer of title in securities held by CSCS.

16.

How will the bonds be redeemed?

Subject to the terms of the applicable Pricing Supplement, each Bond will be redeemed
by the Issuer on the maturity date at its final redemption amount (par value).