AUDITORS' REPORT

P.O.Box 51204 Ikoyi, Lagos Nigeria

22a Gerrard Road Ikoyi, Lagos Nigeria

Telephone Fax www.kpmg.com

+ 234 (1) 2694660-4 + 234 (1) 2696040-4 + 234 (1) 2692635 + 234 (1) 2691248

To the Members of Express Discount Limited:

We have audited the balance sheet of Express Discount Limited ("the Company") as at 31 March 2004 and the related profit and loss account and statement of cash flows for the year then ended set out on pages 18 to 30, which have been prepared under the historical cost convention and on the basis of the accounting policies set out on page 17.

Respective responsibilities of directors and auditors
As described in the Statement of Directors' Responsibilities in relation to the financial statements, the directors are responsible for the preparation of the financial statements. It is our responsibility to express an independent opinion, based on our audit, on the financial statements prepared by the Directors.

Basis of opinion
We conducted our audit in accordance with international standards on auditing. An audit includes examination, on a test basis, of evidence relevant to the amounts and disclosures in the financial statements. It also includes an assessment of the significant estimates and judgements made by the directors in the preparation of the financial statements, and of whether the accounting policies are appropriate to the Company's circumstances, consistently applied and adequately disclosed.

We planned and performed our audit so as to obtain all the information and explanations which we considered necessary, including adequate returns from the branch not visited by us, in order to provide us with sufficient evidence to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or other irregularity or error. In forming our opinion, we also evaluated the overall adequacy of the presentation of information in the financial statements, and assessed whether the Company's books of account had been properly kept.

Banks and Other Financial Institutions Act, 1991
Based on our audit and the representations received, to the best of our knowledge and belief, the Company paid penalties in respect of prior year contravention of section 20(a) of the Banks and Other Financial Institutions Act, 1991 during the year ended 31st March 2003. This contravention, is more fully set out in Note 21 to the financial statements.

Opinion
In our opinion,
i. the Company's books of account have been properly kept;
ii. the financial statements referred to above, which are in agreement with the books of account, give a true and fair view of the state of affairs of the Company as at 31 March 2004 and of their profit and statements of cash flows for the year then ended, and comply with the Banks and Other Financial Institutions Act, 1991, relevant Statements of Accounting Standards in Nigeria, relevant Central Bank of Nigeria circulars, and the Companies and Allied Matters Act, 1990.

21 June, 2004

KPMG Professional Services, a partnership established under Nigerian law, is an affiliate of KPMG International, a Swiss association

Abayomi D Sanni Adetola P. Adeyemi Olufemi B Abegunde

Adebisi O. Lamikanra Ayodele H Otoluwa Oluseyi T Bickersteth

Adekunle A. Elebute Joseph O. Tegbe

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