Access Bank Botswana : AMENDED NOTICE OF THE 2023 ANNUAL GENERAL MEETING OF ACCESS BANK BOTSWANA LIMITED

AMMENDED NOTICE OF THE 2023

NOTICE OF THE 2022 ANNUAL

ANNUAL GENERAL MEETING OF

GENERAL MEETING OF ACCESS

ACCESSBANK (BOTSWANA)BANK BOTSWANALIMITED LIMITED

Notice is hereby given that a virtual Annual General Meeting of the Shareholders of ACCESS BANK (BOTSWANA) LIMITED NOTICE IS HEREBY GIVEN that a virtual Annual General Meeting of the Shareholders of ACCESS BANK (BOTSWANA)

('the Bank') will be held through Microsoft Teams on, Thursday June 29, 2023, at 10:00AM, or anytime thereafter for the LIMITED ('the Bank') will be held through Microsoft Teams on September 16, 2022, at 9:00AM, or anytime thereafter for

purpose of transacting the following business:

the purpose of transacting the following business:

AGENDA

To readAGENDAthe Notice of the AGM and ascertain the presence of a quorum required in terms of Constitution.

Resoluti1. Tonsreceive,to beconsideradopted:and adopt the Chairperson's report;

2. To receive, consider and adopt the Managing Director's report;

1. To receive, consider and approve the Consolidated and Separate Financial Statements for the year ended December 31, 3. To receive, consider and approve the Audited Financial Statements for the year ended December 31, 2021, together

2022, together with the Auditor's report.

with the Directors, and Auditors' report herein;

1. 1. To ratify the appointment of, PricewaterhouseCoopers Botswana as the Bank's Statutory Auditors;
2. To approve the appointment of PricewaterhouseCoopers Botswana as the Bank's Statutory Auditors for the ensuing year.
3. 1. To authorise the Directors to fix the remuneration of the Auditors, for the year ended December 31, 2021;
4. To6.approveTo ratifythetheremunerationofpaidthetoauditors,the DirectorsPricewaterhouseCoopersof the Bank for the yearBotswana,ended Decemberfor the 31,financial2021; year ended December
   31,7. 2022,To re-inelectthetheamountf llowingof BWP3,130,023Directors who are.00retiring. by rotation in accordance with Clause 25.9.1. of the Constitution and

who, all being eligible, are offering themselves for re-election:

4. To approve the remuneration paid to the Directors of Access Bank Botswana Limited for the financial year ended December 7.1. Mrs. Ntoti Mosetlhe;

31, 2022, in the amount of BWP3,006,000.00. 7.2. Mr. Boiki Matema Wabo Tema; and,

7.3. Mr. Joshua Benjamin Galeforolwe.

5. To ratify the total dividends declared during the financial year ended December 31, 2022, and paid out as follows:

The brief profiles of the Directors are attached herein.

5.1. A dividend of 2.2 Thebe per ordinary share declared from the profits of the audited financials for the

8. To increaseperiodboardendedcompositionDecemberto a31,total2021of 15andboardpaidmembersout in Mayin terms2022ofasclauserecommended25.9.4 of thebyCompanythe Directors;Constitutionand,.

9. 5To.2ratify. A specialthe appointmentdividendofofthe20following.7 ThebeDirperctordinaryrs who wereshareappointeddeclaredsinceduringthe lasttheAnfinancialual Generyearl Meeting;2022 and paid out in November 2022 as recommended by the Directors.

9.1. Mr. Oluseyi Kumapayi; and,

9.2. Mr. Robert Michael Yorwerth Giles.

6. To re-elect the following Directors who are retiring by rotation in accordance with Clause 25.9.1. of the Constitution and who,The allprofilesbeingofeligible,the Directorsare offeringare attachedthemselvhereins .for re-election:

10. To approve the appointment of Mrs. Lynda Mataka as an Independent Non-Executive Director. 6.1. Mrs. Lorato Nthando Mosetlhanyane;

The profile of the Director is attached herein. 6.2. Mr. Jacob Motlhabane; and,

11. 11. To transact any other business which may be transacted at an Annual General Meeting. 6.3. Mr. John Basco Sebabi.

All shareholders are entitled to attend and vote at the above-mentioned meeting and are entitled to appoint a proxy to The brief profiles of the Directors are attached.

attend, speak and to vote in his/her/their stead. A proxy need not also be a Shareholder. A proxy form is available at the end

of the Annual Report. The instrument appointing such a proxy must be lodged at or posted to the Transfer Secretaries

7. To ratify the appointment of Ms Musonda Chishimba Musakanya as Acting Managing Director for the interim at the below stated address not less than 48 hours before the meeting. Central Securities Depository Company of

period pending the recruitment of the substantive Managing Director, in accordance with Clauses 15.2.5 and 25.4 Botswana are authorized to receive and count postal votes.

of the Constitution.

By Order of the Board,

Her brief profile is attached.

Thato Mmile

8. To transact any other business which may be transacted at an Annual General Meeting. Company Secretary

All shareholders are entitled to attend and vote at the above-mentioned meeting and are entitled to appoint a proxy to attend,
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speak and to vote in his/her/their stead. A proxy need not also be a Shareholder. A proxy form is available at the end of the
Central Securities Depository Company of Botswana
Annual Report. The instrument appointing such a proxy must be lodged at or posted to the Transfer Secretaries at the below
Contact details:	3674400 /09/11/12
stated address not less than 48 hours before the meeting. Central Securities Depository Company of Botswana are
Contact person:	Nonofo Phalatse or Ambrosia Khupe
authorized to receive and count postal votes.
Postal address:	Private Bag 00417, Gaborone

By Order of the Board

___________________________________________

Thato Mmile

Company Secretary

Africa | Asia | Europe | Middle East https://botswana.accessbankplc.com/

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Central Securities Depository Company of Botswana

Contact details:	3674400 /09/11/12
NOTICE OF THE 2022 ANNUAL
Contact person:	Nonofo Phalatse /or Ambrosia Khupe
Postal address:	Private Bag 00417, Gaborone Botswana.

1. GENERALPROFILES FOR DIRECTORS UPMEETINGFOR RE-ELECTIONOF ACCESS

1.1 BANKMRS. LORATO NTHANDO(BOTSWANA)MOSETLHANYANELIMITED She is a

Mrs. Mosetlhanyane holds a Bachelor of Commerce from the University of Botswana and an MBA from Oxford Brookes University in the UK. Member of the UK Association of Certified Chartered Accountants and Botswana Institute of Chartered Accountants. She worked at Botswana Life Insurance Limited for 12 years, serving as its Chief Finance Officer from 2010 to 2013. She currently serves on the Board of

G4S, a security company listed on the Botswana Stock Exchange.

NOTICE IS HEREBY GIVEN that a virtual Annual General Meeting of the Shareholders of ACCESS BANK (BOTSWANA)

HavingLIMITEDworked as('thean Bank')Accountantwill beat helddifferentthroughlevels,Microsoftin differentTeamsindustrieson Septemberfor over 17 years,16, 2022,Mrs. Mosetlhanyaneat 9:00AM, or bringsanytimewealththereaftof experiencefor

to thetheBoardpurpose. Havingofsuccessfullytransactingcompletedthe followingthe Professionalbusiness: Coaching Course (PCC) through the Centre for Coaching which is in partnership with the University of Cape Town's Graduate School of Business and New Ventures West (NVW), she left the corporate world, resigning from her position as Chief Finance Officer of a leading life Insurance company in Botswana to set up private practice as a Certified Professional IntegralAGENDACoach, coaching and training young and mature leaders, locally and internationally. Prior to forming PinnaLead, Mrs. Mosetlhanyane had amassed 17 years working experience in the corporate world within the accounting space.

1. To receive, consider and adopt the Chairperson's report;

Mrs Mosetlhanyane was first appointed to the Board of the Bank on July 01, 2014. On March 19, 2019, she was appointed Chairperson of the 2. To receive, consider and adopt the Managing Director's report;

Board and remains in same position to date. She is a member of the Risk Management and Compliance Committee as well as the Governance, Nomination3. To andreceive,Remunerationconsider Committeeand approve. Mrsthe. MosetlhanyaneAudited Financiis algedStatements51 years. for the year ended December 31, 2021, together

with the Directors, and Auditors' report herein;

1.2 4. MR. JACOB MOTLHABANE

To ratify the appointment of, PricewaterhouseCoopers Botswana as the Bank's Statutory Auditors;

Mr. Motlhabane holds a Bachelor of Commerce in Accounting from the University of Botswana. He is currently pursuing a Masters of Business Administration5. To authoriseat Mancosathe Directorsin Botswanato fixandtheholdsremunerationCertificateof thein ManagementAuditors, forAccountingthe year endedfrom Decemberthe Chartered31,Institute2021; of Management

Accounting6. To.ratifyMr. Motlhabanethe remunerationis the formerpaid toChiefthe ExecutiveDirectorsOfficerof the Bankof Turnstarfor theHoldings,year endeda propertyDecembercompany31, 2021;listed on the Botswana Stock Exchange, and has also served as Group Strategic Business Development Manager for Letshego Holdings Limited, a microfinance company 7. To re-elect the following Directors who are retiring by rotation in accordance with Clause 25.9.1. of the Constitution and

with operations in 11 countries.

who, all being eligible, are offering themselves for re-election:

He has excelled at various senior management positions as a member of executive management charged with various responsibilities including 7.1. Mrs. Ntoti Mosetlhe;

driving strategic directions, preparing business plans, pioneering new business opportunities throughout Africa, as well as facilitating mergers 7.2. Mr. Boiki Matema Wabo Tema; and,

and acquisitions. Mr. Motlhabane is aged 51 years.

7.3. Mr. Joshua Benjamin Galeforolwe.

1.3 MR. JOHN BASCO SEBABI

Mr. SebabiThe briefholdsprofilesan MScof intheInternationalDirectors areEconomics,attachedBankingherein.and Finance from Cardiff University, Cardiff, Wales (UK); a Bsc in Economics

and an associate degree in economics both completed with distinctions from the National University of Rwanda; and a certificate in Financial
8.	To increase board composition to	of 15 board members in terms of clause 25.9.4 of the Company Constitution.
Programming and Policy from the IMF. He is alsototalfellow of the Fletcher Leadership Program for Financial Inclusion of the Fletcher School,
9.	To ratify the appointment of the following Dir ctors who were appointed since the last Annual	Meeting;

Tufts University. He also holds an executive education certificate of the Advanced Management Program (AMP),Generalsandwich program from Strathmore, Lagos and IESE business schools.

9.1. Mr. Oluseyi Kumapayi; and,

9.2. Mr. Robert Michael Yorwerth Giles.

Mr. Sebabi has, in the 20 years of being in the financial services sector, amassed a wealth of experience as a seasoned banker, and through the process, has served as a key resource person on a number of Boards, Committees and Task Forces. He was a member of the G25 Panel of

The profiles of the Directors are attached herein.

experts that was constituted by the World Bank to set guidelines for successful regional integration of Financial Infrastructures. Between March 201310and. ToAprilapprove2014, thewasappointmentthe Chief Operatingof Mrs. LyndaOfficerMataka(COO) foras thean IndependentEast Africa CommodityNon-ExecutiveExchangeDirectorthat is.mandated to uplift national and regional economies by eliminating market barriers to trading, providing access to financing to farmers and traders in return for commodities,

The profile of the Director is attached herein.

and more broadly engaging in regional capital market development.

11. 11. To transact any other business which may be transacted at an Annual General Meeting.

Between July 2014 to October 2018, he served as the Deputy Director General of the Rwanda Social Security Board in charge of funds

management,All shareholdersmanagingareassetsentitledoverto$1attendBillion inandvaluevote. Mrat. Sebabithe aboveis aged-mentioned49 years. meeting and are entitled to appoint a proxy to attend, speak and to vote in his/her/their stead. A proxy need not also be a Shareholder. A proxy form is available at the end

2. PROFILE OF ACTING MANAGING DIRECTORSecretaries of the Annual Report. The instrument appointing such a proxy must be lodged at or posted to the Transfer

at the below stated address not less than 48 hours before the meeting. Central Securities Depository Company of

2.1 MS. MUSONDA CHISHIMBA MUSAKANYA

Botswana are authorized to receive and count postal votes.

Ms Musonda Chishimba Musakanya ("Musonda") was appointed Acting Managing Director with effect as from 18 March 2023. Musonda, is a seasoned professional with 22 years' experience as a Banker in various markets throughout Africa. From this period, 8 years were acquired in BotswanaBy OrderandofZambia,the Board,while 14 years were acquired with Citibank in Zambia, South Africa and Kenya. Out of the total period, 15 years' is experience in senior managerial roles which made her to develop first-hand knowledge and expertise in the management of Client Relations, Technology,Thato MmileRisk Management and overall Banking Operations.

Company Secretary

As part of her career accomplishments, during the period 2009 - 2011, Musonda played an instrumental role in the strategic direction of the banking sector in Zambia, when she served as Chairperson of the Bankers Association of Zambia Technical committee (to which she was

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only non-CEO member of the National Financial Switch steering committee). Her core strengths also derive from hands-on experience of implementingCentral Securitiesinnovative Depositoryfinancial products,Companycorporateof Botswanagovernance, managing corporate and retail operations, Strategy implementation, and ensuringContactzero auditdetails:fail environment3674400(Risk/09/11/12Management).

Contact person: Nonofo Phalatse or Ambrosia Khupe

Musonda, first joined Access Bank Botswana in her substantive appointment as Deputy Managing Director on 17 August 2022. Prior to this
Postal address:	Private Bag 00417, Gaborone

appointment she was part of the Access Bank PLC executive team, holding the position of Executive Director - Africa Subsidiaries.

She holds an MBA, specialising in Finance from Herriot Watt Business School, UK. She also holds a B.S.C Honours in Computing & Diploma in Industrial Studies from Loughborough University, UK.

Africa | Asia | Europe | Middle East https://botswana.accessbankplc.com/