Shareholders are referred to the cautionary announcements previously published by the Company on X-News, with the most recent being dated 24 April 2026, stating that the Company has entered into a binding framework agreement with Axian Digital Venture Holding and Management Limited for the proposed sale of its assets in Ghana, Tanzania, Nigeria, Rwanda and Uganda (the “Transaction”).

Axian Digital Venture Holding and Management Limited (ADVHM) is Axian Group’s pan-African investment and operating platform for digital banking and financial services. The company invests in, acquires, and scales regulated financial institutions across high-growth African markets, with a focus on building market-leading, technology-enabled banking businesses.

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.

The proposed sale is in respect of 100% of the issued share capital in the following subsidiaries of the Company:

1. Letshego Ghana Savings and Loans PLC;
2. Letshego Faidika Bank Tanzania Limited;
3. Letshego Microfinance Bank Nigeria Limited;
4. Letshego Rwanda Limited; and
5. Uganda Limited.

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.

The 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.

The expected benefits to the Company include:

1. Focused Capital allocation on sustainable growth opportunities;
2. Increased management attention to support value creation in core operations;
3. Increased investment capacity into core operations from sale proceeds;
4. Balance sheet optimisation potential in core operations from sale proceeds;
5. Leaner head office and reduced operational overheads.

The aggregate value of the Transaction, as agreed between the parties, is USD 62,656,000, subject to customary adjustments in accordance with the terms of the transaction agreements.

The consideration was negotiated on an arm’s length basis taking into account, inter alia:

1. Historic and forecast earnings;
2. Regulatory capital requirements;
3. Net asset value;
4. Country and sovereign risk;
5. Strategic value of the operations; and
6. Prevailing market conditions.

Net proceeds from the disposal are expected to be applied towards:

1. Optimisation of the Group’s balance sheet;
2. Reduction of debt;
3. Reinvestment into core and higher-return markets; and
4. General corporate purposes.

As at the latest practicable date, the aggregate asset value attributable to the subsidiaries being sold is BWP 3,818,986,000.

As at the date of this announcement, further details are as follows:

1. The book value of the net assets being disposed of is BWP819,854,000;
2. The net tangible asset value is BWP25,195,000; and
3. The market value of the assets is BWP823,906,000.

Any independent valuation details, including value placed on the assets, commissioning party, basis and valuation date, will be disclosed in the Circular detailing the Transaction.

The net profits attributable to the subsidiaries and any gain or loss arising on disposal are as follows:

1. Net loss attributable to the subsidiaries (latest financial year): BWP(519,515,000);
2. Net loss attributable to the subsidiaries (previous financial year): BWP(154,778,000)

Disposal impact:

Profit/(loss) on disposal: BWP(281,071,000)

The value of the net assets subject to the transaction, together with the pro forma effect on net assets per share and net tangible assets per share of the Company, are expected to be as follows:

Pro forma effects on the Company:

Net asset value of the subsidiaries: BWP819,854,000

Metric	Before Transaction	After Transaction	% Change
Net asset value per share (thebe)	218.96	219.14[●]	0.09%
Net tangible asset value per share (thebe)	4	4	0%

Pro forma effects:

Loss attributable to the net assets: BWP(281,071,000)

Metric	Before Transaction	After Transaction	% Change
Headline earnings per share (thebe)	11.3	11.3	0%
Diluted headline earnings per share (thebe)	11.0	11.0	0%

 

The loss attributable to the net assets subject to the transaction, together with the pro forma effect on headline earnings per share and diluted headline earnings per share (where applicable), will be disclosed in the circular. The base headline and diluted earnings remain unchanged, as the calculation excludes the once-off impact of the disposal transactions.

The financial impact of the transaction has been prepared using the Group’s latest published Audited Financial Statements as at 31 December 2025. The reported financial effect, including the resultant loss attributable to the parent, assumes that the transaction is effected as at 31 December 2025. However, the transaction will be implemented once the relevant conditions precedent for each subsidiary have been satisfied, and on the respective dates on which control of those subsidiaries is relinquished.

To the extent required under the Botswana Stock Exchange Listing Requirements, the circular will include the requisite Reporting Accountant’ report.

Transaction has been categorized as a Category 1 transaction in terms of the BSE Equity Listings Requirements.

The Transaction remains subject to the fulfilment (or waiver, where applicable) of certain conditions precedent, including but not limited to:

1. Approval by the shareholders of the Company by way of ordinary resolution;
2. Receipt of all required regulatory approvals in the relevant jurisdictions; and
3. Fulfilment of customary closing conditions typical for a transaction of this nature.

As the Transaction may have a material effect on the price of the Company’s securities, shareholders are advised to continue to exercise caution when dealing in the Company’s securities until a circular containing full details on the Transaction is published.

There are presently no service contracts of directors proposed to be appointed to the Company in connection with the transaction, save as may be disclosed in the circular if this position changes.

The Board accepts responsibility for the information contained in this announcement and confirms that, to the best of its knowledge and belief, the information contained herein is true and correct and does not omit any material fact.

Where any information above has not been finalised at the date of announcement, shareholders are advised to continue exercising caution when dealing in the Company’s securities. The Company will publish further announcements once such details have been established.

A circular containing full details of the Transaction, including all information required in terms of
the Botswana Stock Exchange Listings Requirements, and incorporating a notice convening a general meeting of shareholders, will be distributed to shareholders within 28 days of this announcement.

The Board wishes to remind shareholders that all Group and subsidiary businesses remain uninterrupted by the Transaction and continue to operate as usual.

For any enquiries, please email [email protected]

By order of the Board
7 May 2026