Notice is hereby given that the 27th Annual General Meeting of the Shareholders of Letshego Africa Holdings Limited (‘the Company’) will be held virtually via Conference Call on the 19th of June 2026 at 09h30 GMT+2 (Botswana Time).
The meeting will be convened for the following purposes:
Ordinary business – ordinary resolutions
To consider and pass the following resolutions:
1. Resolution 1
1.1 To approve the proposed sale of 100% of the issued share capital in Letshego Ghana Savings and Loans PLC, Letshego Faidika Bank Tanzania Limited, Letshego Microfinance Bank Nigeria Limited, Letshego Rwanda Limited and Letshego Uganda Limited (the Proposed Transaction) on the terms and conditions set out in the Framework Agreement and related share purchase agreements and ancillary documents, subject to the fulfilment or waiver of the applicable conditions precedent.
1.2 To approve that the Directors and/or designated officers of the Company are authorised to finalise, negotiate, execute and deliver the Framework Agreement, the share purchase agreements and all ancillary, related or consequential agreements and documents necessary to give effect to the Proposed Transaction, including making such amendments thereto as may be required, provided that such amendments are not materially adverse to the Company.
1.3 To authorise the Company to enter into the following agreements in connection with the Proposed Transaction, in such form and substance as may be approved by Management:
- Framework Agreement;
- Share Purchase Agreements (to be executed separately in respect of each Target Entity);
- Transitional Service Agreements (to be executed separately in respect of each Target Entity); and
- Digital Mall Licence & Service Agreement.
1.4 To authorise the Company to enter into Transitional Services Agreements with each Target Entity for a period of up to eighteen (18) months from the closing date of the sale transaction in respect of each Target Entity, on terms acceptable to Management.
1.5 To authorise the Company to engage with the relevant regulators in respect of each of the Target Entities, and to obtain all required regulatory approvals and consents in connection with the Proposed Transaction.
1.6 To authorise the Group Chief Executive Officer and either the Group Chief Financial Officer or the Group Chief Products Officer, on behalf of the Company, to:
1.6.1 negotiate, finalise, execute and deliver all transaction agreements and ancillary documents contemplated under this resolution;
1.6.2 agree to such amendments, variations, waivers, or extensions as may be necessary or desirable to give effect to the Proposed Transaction; and
1.6.3 take all such steps and perform all such acts as may be required or incidental to the implementation and completion of the Proposed Transaction, including the fulfilment of conditions precedent and engagement with regulators and counterparties.
1.7 To authorise the Company to:
1.7.1 make all required announcements to the market in accordance with the Botswana Stock Exchange Listings Requirements;
1.7.2 submit all necessary documentation to the Botswana Stock Exchange and any other relevant regulatory authorities; and
1.7.3 obtain all approvals required for the implementation of the Proposed Transaction.
1.8 To approve and ratify all actions lawfully taken by Management in furtherance of the Proposed Transaction prior to the adoption of this resolution.
The Transaction Circular are available here.
2. Resolution 2
To receive, consider and adopt the Annual Financial Statements for the financial year ended 31 December 2025 together with the Directors and Independent External Auditors’ reports thereon.
The Annual Financial Statements for the financial year ended 31 December 2025 are available here.
3. Resolution 3
To re-elect (by way of separate vote) the following Directors of the Company, who retire in terms of Article 20.9 of the Constitution and, being eligible, offer themselves for re-election:
3.1 Abiodun Odubola, who is an Independent Non-executive Director of the Company.
Biography on page 26 of Letshego Africa Holdings Limited’s Integrated Annual Report 2025 available here.
3.2 Tebogo Tomango, who is a Non-executive Director of the Company.
Biography on page 26 of Letshego Africa Holdings Limited’s Integrated Annual Report 2025 available here.
4. Resolution 4
To ratify the appointment of the Group Chief Executive Officer, Reinette van der Merwe, as an Executive Director of the Company.
5. Resolution 5
To confirm the appointment (by way of separate vote) of the following Directors of the Company:
5.1 Tshephang Loeto, as a Non-executive Director of the Company.
Biography on page 25 of Letshego Africa Holdings Limited’s Integrated Annual Report 2025 available here.
5.2 Michael Viljoen, as a Non-executive Director of the Company.
Biography on page 27 of Letshego Africa Holdings Limited’s Integrated Annual Report 2025 available here.
5.3 Rubin Japhta, as an Independent Non-executive Director of the Company.
Biography on page 27 of Letshego Africa Holdings Limited’s Integrated Annual Report 2025 available here.
6. Resolution 6
To approve the remuneration of the Directors for the financial year ending 31 December 2025 as disclosed in Note 30 to the Annual Financial Statements in the Annual Report.
The Board attendance and remuneration for each Director is disclosed in the Corporate Governance section of the Annual Report.
7. Resolution 7
To ratify the remuneration of the Independent External Auditors for the financial year ending 31 December 2025 as disclosed in Note 30 to the Annual Financial Statements in the Annual Report.
8. Resolution 8
8.1 To ratify and confirm the appointment of Ernst and Young, as external auditors for the ensuing year.
8.2 To approve the remuneration of the Auditors for the next financial year ending 31 December 2026 estimated at BWP 15.25 million.
Proxies
A Shareholder entitled to attend and vote is entitled to appoint a proxy to attend, speak and vote in his/her stead. The person so appointed need not be a shareholder. Proxy forms should be delivered for the attention of the ‘Group Company Secretary’, address: Letshego Africa Holdings Limited, 7th Floor, Letshego Place, Tower C, Zambezi Towers, Plot 54352, Central Business District, Gaborone, Botswana. Or proxy forms may be emailed to the Group Company Secretary at [email protected] not less than 48 hours before the meeting.
By order of the Board
G.T. DIBOTELO
Group Company Secretary
29 May 2026
Download Full Notice:
Letshego Africa Holdings Limited | Notice of AGM and Proxy 2026.pdf
