PROPOSED ACQUISITION OF 100% OF THE ISSUED SHARE CAPITAL OF THE SHELL PETROLEUM DEVELOPMENT COMPANY OF NIGERIA LIMITED BY RENAISSANCE AFRICA ENERGY HOLDING LIMITED

This notification to the Federal Competition and Consumer Protection Commission (FCCPC) relates to the proposed acquisition of 100% of the issued share capital of The Shell Petroleum Development Company of Nigeria Limited (SPDC Ltd or the Target) by Renaissance Africa Energy Holding Limited (RAEH or Acquirer) (the Proposed Transaction). The Acquirer is a consortium buyer incorporated under the laws of the British Virgin Islands and set up by five (5) energy companies (collectively the Consortium), two (2) of which have exploration and production activities in Nigeria, another two (2) are affiliated to companies that have exploration and production activities in Nigeria and one international energy group. The Proposed Transaction is to be implemented in accordance with the terms of a Share Purchase Agreement dated January 15, 2024, and entered into between the Acquirer and the shareholder of the Target.

The Target is a limited liability company, incorporated and registered under the laws of the Federal Republic of Nigeria. The Target holds a 30% interest in SPDC JV, which is an unincorporated joint venture comprised of the Target (30%), Nigeria National Petroleum Company Limited (NNPC 55%), TotalEnergies EP Nigeria Limited (TEPNG 10%) and Nigeria AGIP Oil Company Ltd (NAOC, an ENI subsidiary 5%). The business of SPDC JV involves the exploration of oil and gas reserves; development, production and upstream wholesale supply of crude oil and gas; downstream wholesale supply of gas; and the operation of associated oil and gas infrastructure. The Acquirer being a special purpose vehicle, has no activity in Nigeria. However, two (2) of the Consortium are active in the oil and gas sector in Nigeria; and two (2) other members of the Consortium are affiliated to companies that are active in the oil and gas sector in Nigeria.

With respect to the economic and strategic rationale for the Proposed Transaction, the Acquirer (and the Consortium) will leverage their aggregate proven technical and operational strengths in the Nigerian Oil and Gas business environment, through best-in class governance processes, coupled with a strong focus on ethics, to operate the acquired assets to word-class standards and to develop SPDC JVs oil and gas reserves to support the growth in the production of oil and gas aspired by the Federal Government of Nigeria, for the benefit of all stakeholders.