NOTICE TO SHAREHOLDERS OF THE COMPANY
Dear Sir/Madam,
PROPOSED SALE OF CERTAIN EAST AND WEST AFRICA SUBSIDIARIES
(“PROPOSED TRANSACTION”)
1. INTRODUCTION
1.1. Shareholders are referred to the cautionary announcements released by the Company, including the announcement dated 7 May 2026, wherein shareholders were advised that the Company and its wholly-owned subsidiary, Letshego Mauritius Limited (together, the “Sellers”), have entered into a binding framework agreement (the “Framework Agreement”) with Axian Digital Venture Holding and Management Limited (the “Purchaser” or “ADVHM”) and the Share Purchase Agreements for the sale of 100% of the issued share capital in certain of the Group’s East and West African subsidiaries, being Letshego Ghana Savings and Loans PLC, Letshego Faidika Bank Tanzania Limited, Letshego Microfinance Bank Nigeria Limited, Letshego Rwanda Limited and Letshego Uganda Limited (collectively, the “Target Companies”).
1.2. The subsidiaries listed above are licensed financial services institutions operating in their respective jurisdictions, primarily providing inclusive finance solutions, including micro-lending, savings products and related financial services to individuals, salaried employees and small to medium enterprises. These businesses form part of the Group’s broader pan-African consumer financial services operations.
1.3. The Purchaser is Axian Group’s pan-African investment and operating platform for digital banking and financial services. It invests in, acquires, and scales regulated financial institutions across high-growth African markets, with a focus on building market-leading, technologyenabled banking businesses.
1.4. ADVHM combines disciplined capital deployment with strong operational execution to unlock value in financial institutions, strengthening their capabilities across credit, payments, and digital banking. Backed by advanced data, risk management, and scalable technology platforms, the company drives performance, accelerates growth, and enhances customer access to modern financial services. Through its portfolio, ADVHM is committed to expanding financial inclusion and delivering sustainable, long-term value by transforming how individuals and businesses access and use financial services across Africa.
1.5. The proposed sale of the Target Companies (the “Proposed Transaction”) constitutes a category 1 transaction in terms of the Botswana Stock Exchange Equity Listings Requirements (the “Listings Requirements”). Accordingly, shareholder approval by ordinary resolution is required.
1.6. The Proposed Transaction forms part of the Group’s strategic portfolio optimisation and capital allocation initiatives, enabling management to focus on priority markets, improving capital efficiency and supporting long-term shareholder value creation.
1.7. The purpose of this Circular is to provide shareholders with comprehensive information relating to the Proposed Transaction to enable them to make an informed decision regarding the resolution set out in the attached Notice of General Meeting.
