Obligation Nigeriana 8.5% ( NGFG6B2029B8 ) en NGN

Nigeriana

100 % ⇌

Nigeria

NGFG6B2029B8 ( en NGN )

8.5% par an ( paiement semestriel )

19/11/2029

Prospectus brochure de l'obligation Nigeria NGFG6B2029B8 en NGN 8.5%, échéance 19/11/2029

1 000 NGN

200 000 000 000 NGN

20/05/2026 ( Dans 88 jours )

Le Nigeria est le pays le plus peuplé d'Afrique, une république fédérale d'une grande diversité ethnique et linguistique, riche en ressources naturelles comme le pétrole, mais confrontée à des défis importants en matière de développement, de corruption et d'insécurité.

L'Obligation émise par Nigeriana ( Nigeria ) , en NGN, avec le code ISIN NGFG6B2029B8, paye un coupon de 8.5% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 19/11/2029

GDN LISTING MEMORANDUM DATED AUGUST 18, 2017

THE FEDERAL GOVERNMENT OF NIGERIA

Global Depositary Notes Representing FGN Bonds
GDN Listing Memorandum

This GDN Listing Memorandum (the "GDN Listing Memorandum") relates to Global Depositary Notes ("GDNs") issued, or to
be issued, by Citibank, N.A. ("Citibank'), in its capacity as GDN Depositary (the "Depositary"), and representing the FGN Bonds ("FGN
Bonds") previously issued, or to be issued, by the Federal Government (the "Federal Government") of the Federal Republic of Nigeria
("Nigeria"), as more fully described in a GDN Listing Memorandum Supplement (each, a "Supplement"). The GDNs represent FGN Bonds
denominated in Naira. Each GDN represents N1.00 in principal amount of corresponding FGN Bonds deposited with Citibank Nigeria
Limited, as custodian (the "Custodian") for the Depositary. The GDNs are evidenced by certificates that are commonly known as Global
Depositary Receipts (the "GDRs"). The GDRs contain the terms and conditions of the GDNs they evidence, which terms and conditions
form the agreement between the Depositary and the holders and beneficial owners of the GDNs. Each holder and each beneficial owner,
upon acceptance of any GDNs (or any interest therein) issued in accordance with the terms and conditions set forth in the corresponding
GDRs, shall be deemed for all purposes to be a party to, and bound by, such terms and conditions. All amounts due in respect of principal,
interest or additional amounts to GDN holders will be distributed by the Depositary (after deduction of the Depositary's fees and expenses
as set forth in the terms and conditions of the GDNs) in U.S. dollars after converting the payment amounts received by the Depositary from
the Federal Government in Naira into U.S. dollars at the Payment Rate (as defined herein) determined as soon as practicable after the
Depositary receives the Naira-denominated payments, subject to laws limiting conversion and repatriation. The Federal Government is not a
party to the GDRs, has not entered into any agreement with the Depositary for the issuance of GDNs (other than its consent to the
incorporation of certain information pertaining to the FGN Bonds and the Federal Government in the GDN Listing Memorandum), and the
Federal Government shall not be deemed to be offering or issuing the GDNs. All references herein to the GDNs, unless otherwise provided,
mean and include the GDRs evidencing such GDNs.
Each FGN Bond is more fully described, including maturity date, interest rate, CUSIP and ISIN numbers, and interest payment
date, in the applicable Supplement.
The FGN Bonds and the GDNs have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the
"Securities Act"), or the securities laws of any other jurisdiction (including Nigeria). The FGN Bonds were offered only in Nigeria. The
GDNs are being issued only outside Nigeria, to "Qualified Institutional Buyers" (as defined in Rule 144A under the Securities Act
("Rule144A")) in the United States, and to non-U.S. persons outside the United States under Regulation S under the Securities Act
("Regulation S"). See "Description of Global Depositary Notes--Transfer Restrictions" in this GDN Listing Memorandum.
The GDNs have not been registered with the Securities and Exchange Commission of Nigeria and may not be offered or sold in
Nigeria or to any Nigerian person or entity or any person or entity residing or located in Nigeria.
Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved these
securities or determined that this GDN Listing Memorandum or the incorporated information is truthful or complete. Any representation to
the contrary is a criminal offense.
Application has been made to the Irish Stock Exchange plc (the "Irish Stock Exchange") for the approval of this GDN Listing
Memorandum and each applicable Supplement as "Listing Particulars" (collectively, the "Listing Particulars").
Application has been made to the Irish Stock Exchange for the approval of this GDN Listing Memorandum as part of the Listing
Particulars for the GDNs to be specified in the Supplements, and for such GDNs to be admitted to the Official List and to trading on the
Global Exchange Market of the Irish Stock Exchange, which is an exchange regulated market of the Irish Stock Exchange. However no
assurances can be given that the application will be approved. The Global Exchange Market is not a regulated market for the purposes of
Directive 2004/39/EC and is aimed at professional investors.
Neither the FGN Bonds nor the GDNs were offered to the public within the meaning of Directive 2003/71/EC of the European
Union, and the Depositary and the Federal Government are not subject to the obligation to publish a prospectus under that Directive with
respect to the GDNs or the FGN Bonds.
Subject as set out below, Citibank, N.A., solely in its capacity as Depositary and GDN issuer, accepts responsibility for the
information contained in this GDN Listing Memorandum. To the best of the knowledge and belief of the Depositary (having taken all
reasonable care to ensure that such is the case), the information contained in this GDN Listing Memorandum (other than the "Nigeria
Information" as hereinafter defined) is in accordance with the facts and does not omit anything likely to affect the import of such
information. The information contained in this GDN Listing Memorandum with regard to Nigeria, the Federal Government and the FGN
Bonds (collectively, the "Nigeria Information") consists of extracts from, or summaries of, information contained in the Base Prospectus,
dated February 6, 2017 (the "Base Prospectus"), for the Nigerian Global Medium Term Note Programme, which is available on the website
of the Debt Management Office of the Federal Government (https://dmo.gov.ng). The Federal Government is solely responsible for the
Nigeria Information, subject to the qualifications and limitations contained therein. The Depositary accepts responsibility for accurately
reproducing such extracts or summaries of the Nigeria Information. The Depositary accepts no further or other responsibility in respect of
the information contained, or referred to, in this GDN Listing Memorandum.
You should not assume that the information contained in this GDN Listing Memorandum (other than the Nigeria Information) is
accurate as of any date other than the date on the front of this GDN Listing Memorandum, nor that the Nigeria Information is correct as of
the date other than the date of the Base Prospectus.

Definitions in the GDN Listing Memorandum apply equally to both the singular and plural forms of the defined terms.
Investing in the FGN Bonds and the GDNs involves risks. See "Risk Factors" on page 4 of the GDN Listing
Memorandum.
The date of this GDN Listing Memorandum is August 18, 2017.
(ii)

The Federal Government has not participated in the preparation of any part of this GDN Listing
Memorandum and makes no representations regarding the accuracy of the information contained
therein.

TABLE OF CONTENTS
GDN Listing Memorandum
Page
Summary of the GDNs ......................................................................................................................................... 1
Risk Factors .......................................................................................................................................................... 4
Description of Global Depositary Notes ............................................................................................................. 10
Nigeria Information ............................................................................................................................................ 27
Conflicts of Interest ............................................................................................................................................ 29
Ratings ................................................................................................................................................................ 30
FGN Governing Laws ........................................................................................................................................ 31

Investors should rely only on the information contained in this GDN Listing Memorandum and
in the Supplements. No person has been authorized to give any information or to make any
representations other than those contained in this GDN Listing Memorandum and the Supplements and,
if given or made, such information or representation must not be relied upon as having been authorized.
The distribution of this GDN Listing Memorandum and the Supplements, and the offer, sale and delivery
of the GDNs, in certain jurisdictions (including Nigeria) may be restricted by law.
(iii)

SUMMARY OF THE GDNS
The following summary is qualified in its entirety by reference to detailed information appearing elsewhere
in this GDN Listing Memorandum and in the applicable Supplement.
FGN Bonds

Issuer ........................................................ The Federal Government of Nigeria.

For more detail about the Federal Government of Nigeria, see the
Base Prospectus.
Titles ......................................................... For detailed information about a specific FGN Bond, see the
applicable Supplement.
Governing Law ......................................... The Debt Management Office (Establishment, etc.) Act (Chapter
D12) Laws of the Federation of Nigeria 2004. The Nigerian Local
Loans (Registered Stock and Securities) Act, and the implementing
Regulations and Directions.

For more detail about the Debt Management Office (Establishment,
etc.) Act (Chapter D12) Laws of the Federation of Nigeria 2004, the
Nigerian Local Loans (Registered Stock and Securities) Act, and
the implementing Regulations and Directions, see the Federal
Government Governing Law section.
GDNs

GDN Issuer and Depositary ......................... Citibank, N.A.
Deposited Securities represented by

GDNs ........................................................ FGN Bonds.
Custodian of FGN Bonds represented

by GDNs ................................................... Citibank Nigeria Limited.
Codes ........................................................... For GDN ISIN and CUSIP Numbers, see the applicable Supplements.
1

Terms and Conditions of the GDNs

Ratio ............................................................ One GDN represents N1.00 in principal amount of the corresponding
FGN Bonds deposited with the Depositary.
Payments of Principal and Interest .............. All amounts due in respect of principal or interest to GDN holders will
be paid (after deduction of applicable withholding taxes and the fees and
expenses of the Depositary as set forth in the terms and conditions of the
GDNs) in U.S. dollars by the Depositary after converting the payment
amounts received by the Depositary in respect of the corresponding FGN
Bonds from the Federal Government in Naira into U.S. dollars at the
Payment Rate, upon the terms and conditions of the GDNs, subject to
laws limiting conversion and repatriation.
Payment Rate ............................................... For detailed information about a specific FGN Bond, see the applicable
Supplement.
Benchmark Rate .......................................... For detailed information about a specific FGN Bond, see the applicable
Supplement.

2

Cancellation and Withdrawal of GDNs ....... Subject always to the withdrawal of deposited property being permitted
under Nigerian laws and regulations, as a holder, you will be entitled to
present your GDNs to the Depositary for cancellation and then receive
the corresponding number of underlying FGN Bonds at the Custodian's
offices, provided that you pay a GDN cancellation fee and related
expenses to the Depositary. See "Description of Global Depositary
Notes Fees and Charges." Your ability to withdraw the FGN Bonds
may be limited by U.S. and Nigerian law applicable at the time of
withdrawal.
Fees .............................................................. The Depositary will assess fees in connection with the cancellation of
GDNs and the distribution of payments on the GDNs and in other
circumstances. See "Description of Global Depositary Notes Fees and
Charges."
Governing Law ............................................ The terms and conditions of the GDNs are governed by New York state
law. The Federal Government's obligations under the FGN Bonds are
governed by Nigerian law, which may be different from the laws in the
United States.
Listing .......................................................... Application has been made to the Irish Stock Exchange for the approval
of this GDN Listing Memorandum and each applicable Supplement as
Listing Particulars. Application is being made, and will be made, to the
Irish Stock Exchange for the GDNs to be admitted to the Official List
and trading on the Global Exchange Market, which is an exchange
regulated market of the Irish Stock Exchange. However no assurances
can be given that any such application will be approved. The Global
Exchange Market is not a regulated market for the purposes of Directive
2004/39/EC.
Depositary.................................................... Citibank, N.A.
Custodian ..................................................... Citibank Nigeria Limited.
Clearing Systems ......................................... International GDNs are eligible for clearing and settlement, in book-
entry form only, through Euroclear Bank S.A./N.V. ("Euroclear"), as
operator of the Euroclear System, and Clearstream Banking, société
anonyme ("Clearstream").
Restricted GDNs are eligible for clearing and settlement, in book-entry
form only, through in The Depository Trust Company.
See "Description of Global Depositary Notes Settlement and
Safekeeping".
Tax ............................................................... Holders of GDNs generally should be treated for U.S. federal income tax
purposes as owning the FGN Bonds represented by the GDNs, and
holders and beneficial owners of GDNs agree to treat the GDNs as
beneficial interests in the FGN Bonds represented thereby for U.S.
federal income tax purposes.
For a more complete description of the GDNs, see "Description of Global Depositary Notes" in this GDN Listing
Memorandum as supplemented by the description of the underlying FGN Bond, and the corresponding GDNs, in the
applicable Supplement.

3

RISK FACTORS
This section describes certain risks associated with investing in the FGN Bonds and the GDNs. You should
consult your financial and legal advisors about the risk of investing in the FGN Bonds and the GDNs. Each of the
Federal Government and the Depositary disclaim any responsibility for advising you on these matters.
Risk Factors Relating to the Federal Republic
See "Risk Factors" relating to the Federal Republic in the Base Prospectus.
Risk Factors Relating to the FGN Bonds
The FGN Bonds may be negatively affected by events in other emerging markets, including those in sub Saharan
Africa.
Economic distress in any emerging market country may adversely affect prices of securities of, and the
level of investment in, other emerging market issuers as investors move their money to more stable, developed
markets. Financial problems or an increase in the perceived risks associated with investing in emerging market
economies could dampen foreign investment in Nigeria, adversely affect the Nigerian economy or adversely affect
the trading price of the FGN Bonds. Even if the Nigerian economy remains relatively stable, economic distress in
other emerging market countries could adversely affect the trading price of the FGN Bonds and the availability of
foreign funding sources for the Federal Government. Adverse developments in other countries in sub Saharan
Africa, in particular, may have a negative impact on Nigeria if investors perceive risk that such developments will
adversely affect Nigeria or that similar adverse developments may occur in Nigeria. Risks associated with sub
Saharan Africa include political uncertainty, civil unrest and conflict, corruption, the outbreak of diseases and poor
infrastructure. Investors' perceptions of certain risks may be compounded by incomplete, unreliable or unavailable
economic and statistical data on, and event occurring in, Nigeria.
The ability of holders to transfer FGN Bonds in the United States and certain other jurisdictions will be limited.
The FGN Bonds have not been and will not be registered under the Securities Act and therefore may not be
offered or sold in the United States except pursuant to an exemption from the registration requirements of the
Securities Act and applicable U.S. state securities laws. Offers and sales of the FGN Bonds may also be subject to
transfer restrictions in other jurisdictions. You should consult your financial or legal advisors for advice concerning
applicable transfer restrictions in respect of the FGN Bonds.
A depreciation in the value of the Naira will adversely affect the payments of principal of and interest on the
FGN Bonds in U.S. dollar terms.
Payments of principal and interest on the FGN Bonds will be made in Naira, as the FGN Bonds are
securities denominated in Naira. Currency exchange rates between the Naira and the U.S. dollar can be volatile and
unpredictable. A depreciation in the value of the Naira as compared to the U.S. dollar will decrease the U.S. dollar
value of the amounts payable, as principal or interest, in respect of the FGN Bonds and the market value of the FGN
Bonds in U.S. dollars.
The FGN Bonds do not have any restrictive covenants or any option for redemption by holders which may
adversely affect the ranking of the FGN Bonds.
Since the FGN Bonds have no restrictive covenants, the Federal Government may grant liens to third
parties that may adversely affect the ranking of the FGN Bonds. In addition, the only option for redemption of the
FGN Bonds will be by the Federal Government upon maturity, thereby allowing for no remedy or recourse to the
FGN Bonds holders in the case of any adverse change to the status of the FGN Bonds, including due to any tax
considerations, currency fluctuations, pricing conditions or general financial feasibility.
4

Nigeria's credit ratings are subject to revision or withdrawal, either of which could adversely affect the trading
price of the FGN Bonds.
Nigeria is rated B1 by Moody's, B+ by Fitch and B by S&P. A credit rating is not a recommendation to
buy, sell or hold securities and may be subject to revision, suspension or withdrawal at any time by the assigning
rating organisation. Nigeria has no obligation to inform holders of FGN Bonds any revision, downgrade or
withdrawal of its current or future sovereign credit ratings. A suspension, downgrade or withdrawal at any time of a
credit rating assigned to Nigeria may adversely affect the market price of the FGN Bonds.
Exchange and transfer controls, as well as the shortage in supply of U.S. dollars in the Nigerian foreign
exchange market, could affect the Naira/U.S. dollar exchange rate and the ability to transfer payments of
principal and interest on, or proceeds from sales of, the FGN Bonds outside of Nigeria.
Any imposition of exchange controls and transfer restrictions by the Federal Government may impair the
ability to exchange Naira for U.S. dollars and /or transfer either of them outside Nigeria as well as cause the value of
the Naira to depreciate against the U.S. dollar. The Central Bank of Nigeria ("Central Bank") historically has sought
to maintain the exchange rate between the Naira and the U.S. dollar within a narrow band with periodic adjustments.
In recent years, however, the Naira has depreciated significantly against the U.S. dollar. Although the Central Bank
expects to continue to direct exchange rate policy towards maintaining price stability, no assurance can be given that
the exchange rate will remain stable or that the Central Bank will or will not draw on external reserves to stabilize
the exchange rate or that inflation will be stable. Demand pressure continues to increase in the foreign exchange
market largely due to declines in international crude oil prices.

While the Nigerian foreign exchange market is generally deregulated, there are, however, exchange control
measures in relation to the ability of foreign investors to repatriate proceeds of their investments in Nigeria.
Investors are required to obtain a certificate of capital importation in respect of the capital brought into Nigeria for
investment and converted into Naira. That certificate will guarantee an investor unconditional repatriation of
proceeds from the investment by having access to the official foreign exchange market in Nigeria. Where an
investor has the certificate and, hence, access to the official foreign exchange market, the shortage of the supply of
foreign exchange in Nigeria may, nevertheless, preclude or delay the ability to exchange Naira into U.S. dollars.
The Central Bank has made efforts to manage this availability risk through various measures. One of such measures
is the recently introduced exporters and investors window in the Nigerian foreign exchange market in which
investors are able to buy and sell foreign exchange at a market determined exchange rate.

An investor that does not hold such a certificate in respect of its investment in Nigeria will not have access
to the foreign exchange market to repatriate proceeds from its investment.

The FGN Bonds may be subject to taxes.
Interest payments on the FGN Bonds are not currently subject to the withholding of tax under Nigerian law.
Under current Nigerian law as in effect as of the date hereof, holders of the FGN Bonds are not be subject to capital
gains tax, personal income tax, companies income tax and value added tax in Nigeria, in connection with their
disposal of the FGN Bonds.
If Nigerian tax law changes, payment of interest to FGN Bonds holders may be subject to a withholding of
tax and any capital gains realized on the sale or other disposition of the FGN Bonds may be subject to Nigerian
income tax. Each holder should consult its own tax advisors as needed to make its investment decision and to
determine the tax implications of an investment in the GDNs under applicable laws or regulations.
The FGN Bonds are governed by Nigerian law; the Federal Government of Nigeria has not submitted to the
jurisdiction of any courts; and may claim immunity in respect of the FGN Bonds, therefore your ability to sue or
recover may be limited.
The FGN Bonds are governed by Nigerian law and all payments on the FGN Bonds will be made in Naira.
The terms and conditions of the FGN Bonds confer limited rights on holders as the FGN Bonds do not contain
provisions regarding acceleration in the event of a default of payment, voting on amendments, modifications and
waivers. The application of Nigerian law in respect of the obligations of the issuer under the FGN Bonds may
5

produce different results than those expected by non-Nigerian investors in connection with investments in securities
placed internationally. For example, the Federal Government may pass legislation unilaterally amending the key
terms of the FGN Bonds such as the maturity date, interest rate and other payment terms without the consent of the
holders.
The issuer of the FGN Bonds has not submitted to the jurisdiction of any courts outside Nigeria with
respect to actions based upon the FGN Bonds, and has not waived any immunity to which it may be entitled as a
sovereign entity outside of Nigeria with respect to actions based on the FGN Bonds. Accordingly, as a holder of
FGN Bonds you may be able to bring an action for non-payment of, or related to, the FGN Bonds, only in the
Nigerian courts. Nigerian procedural rules are likely to be different from procedural rules applicable if an action
were brought in courts in other jurisdictions. Moreover, under the terms of the FGN Bonds there is no waiver of
sovereign immunity. The ability of a holder of FGN Bonds to recover from the issuer on the FGN Bonds may be
limited in Nigeria because of present or future limitations under Nigerian law on the ability to attach upon the assets
of the Federal Government prior to judgment or in aid of execution upon a judgment by Nigerian courts.
In addition, a holder of FGN Bonds may not be able to enforce in Nigeria any judgment against the Federal
Government obtained in a non-Nigerian court outside of Nigeria and may not be able to enforce a judgment of a
Nigerian court against any property of the Federal Government located outside of Nigeria.
Risk Factors Relating to the GDNs
The Depositary will not give you notice of communications from the Federal Government.
The Depositary will be under no obligation (except in the limited circumstances described in "Description
of Global Depositary Notes Notices; Voting; Default; Consent Rights") to give you notice of any communications
from the Federal Government or of any other matter concerning the affairs of the Federal Government. The
Depositary will make available for inspection by holders of the GDNs at its principal New York office certain
reports and communications received by the Depositary or the Custodian (as defined herein) from the Federal
Government which are made generally available to the holders of such FGN Bonds by the Federal Government.
Therefore, you will be responsible to keep yourself informed in respect of the FGN Bonds and the Federal
Government.
The Depositary will not take any action if a default occurs in respect of the FGN Bonds.
In the event a default occurs in respect of the FGN Bonds, the Depositary will not have any obligation to
take any action in respect of such default, except that, in the event the default continues, the Depositary will at the
request of DTC, Euroclear or Clearstream, as the case may be, arrange for the cancellation of the GDNs and the
registration of the corresponding FGN Bonds in the name of, and the delivery to, the applicable beneficial owners,
subject in each case to receipt by the Depositary of required documentation and payment from the applicable
beneficial owners of any transfer and registration fees and taxes, the applicable Depositary fees for the cancellation
of GDNs and any expenses incurred by the Depositary. Therefore, if a default in respect of the FGN Bonds occurs,
you will be responsible to enforce the FGN Bonds.
There is no established trading market for the GDNs and the price at which the GDNs will trade in the secondary
market is uncertain.
The GDNs are securities with no established trading market. Although an application is being made, and
will be made, to the Irish Stock Exchange for the GDNs to be admitted to the Official List and trading on the Global
Exchange Market, which is an exchange regulated market of the Irish Stock Exchange, no assurances can be given
that any application will be approved. The Global Exchange Market is not a regulated market for the purposes of
Directive 2004/39/EC. No one has committed to make a market in the GDNs. No assurance can be given as to the
liquidity of the trading market for the GDNs. The price at which the GDNs will trade in the secondary market is
uncertain.
6

A depreciation in the value of the Naira will adversely affect the payments of principal of, and interest on, the
GDNs in U.S. dollar terms.

The Federal Government will make payments of principal of, and interest on, the FGN Bonds in Naira, as
the FGN Bonds are securities denominated in Naira. Currency exchange rates between the Naira and the U.S.
dollar can be volatile and unpredictable. A depreciation in the value of the Naira as compared to the U.S. dollar
will decrease the U.S. dollar value of the amounts payable, as principal or interest, in respect of the FGN Bonds
and the market value of the FGN Bonds in U.S. dollars, which in turn could adversely affect holders of GDNs who
will receive payments in U.S. dollars pursuant to the foreign currency conversion mechanism described under
"Description of Global Depositary Notes Foreign Currency Conversion" in this GDN Listing Memorandum.

There are circumstances where it may be unlawful or impracticable to make distributions to the holders of
GDNs.

The Depositary may determine that it is unlawful or impracticable to convert amounts received in Naira to
U.S. dollars or to make a distribution to GDN holders that the Federal Government makes to holders of FGN
Bonds. This means that, under certain circumstances, GDN holders may not receive the same distributions the
Federal Government makes to holders of the corresponding FGN Bonds or receive the same value for their GDNs
if it is illegal or impracticable for the Depositary to convert amounts received in Naira or to make such
distributions. See "Description of Global Depositary Notes Distributions with Respect to the FGN Bonds" and
"Description of Global Depositary Notes Foreign Currency Conversion" in this GDN Listing Memorandum.

Exchange and transfer controls, as well as the shortage in supply of U.S. dollars in the Nigerian foreign
exchange market, could affect the Naira/U.S. dollar exchange rate and the ability of the Depositary to convert
amounts due to GDN holders from Naira to U.S. dollars on the GDNs.

Currently, the conversion by the Depositary of Naira received from the Federal Government into U.S.
dollars is permitted pursuant to a master Certificate of Capital Importation issued in favor of the Depositary.
However, any changes to Nigerian exchange controls in the future could impair the ability to exchange Naira for
U.S. dollars or other foreign currency and/or the ability to transfer Naira or foreign currency outside of Nigeria as
well as cause the value of the Naira to depreciate against the U.S. dollar or other currencies. If any such change to
Nigerian exchange controls becomes effective, the Depositary may not be able to convert, or may experience
delays in converting, any amounts due in respect of principal or interest to GDN holders into U.S. dollars, which
would have a material adverse effect on the investment made by the GDN holders and the value of the GDNs. In
addition, even with access to the official foreign exchange market in Nigeria, the shortage of the supply of foreign
exchange in Nigeria may preclude or delay the ability if he Depositary to exchange Naira into U.S. dollars.

The GDNs are subject to limitations on transfer and cancellation, and your ability to withdraw the FGN Bonds
may be limited by U.S. and Nigerian law and local requirements for holding a Nigerian security.
The GDNs are subject to the limitations on transfer noted in "Description of Global Depositary Notes
Legends." You will not be able to freely transfer your GDNs which may adversely affect your ability to dispose of
your investment in GDNs. In addition, your ability to withdraw the FGN Bonds upon presentation of the
corresponding GDNs for cancellation may be limited by U.S. and Nigerian law applicable at the time of
withdrawal and local requirements for holding a Nigerian security, including the requirement to appoint a local
custodian in Nigeria to hold the withdrawn FGN Bonds on your behalf. It is possible that certain holders of GDNs
may not have the requisite authority to appoint such a custodian in Nigeria. In addition, any FGN Bonds so
withdrawn will be cleared through the Scripless Securities Settlement System of the Central Bank, the mechanics
of which may be different from the clearing and settlement of GDNs through DTC, Euroclear or Clearstream.
Furthermore, the Depositary may close its books to transfers and cancellations of GDNs from time to time when it
deems expedient in connection with the performance of its duties because of any requirement of law or any
governmental body or for any other reason (i.e. in connection with a distribution being made in respect of the FGN
Bonds). As a result, during such closed book periods, you may not be able to present your GDNs for cancellation
and delivery of the corresponding FGN Bonds to your local custodian in Nigeria. The closure of the Depositary
books for cancellation of GDNs may further adversely affect your ability to dispose of the FGN Bonds represented
by your GDNs.
7