4.5 SHARE CAPITAL BEFORE AND AFTER ISSuE PuRSuANT TO RIGHTS OFFER

Stated Capital before Rights Offer BWP316,592,000 Issued Shares before Rights Offer 149,472,131 Stated Capital after Rights Offer BWP673,259,000 Issued Shares after Rights Offer 232,805,464

4.6 FINANCIAL SuMMARY Profit forecast for the year ending 31 December 2012 www.bancabc.com Fresh Thinking. Smart Banking. Actual Forecast 31 December 31 December 2011 2012 BWP’000s BWP’000s For shareholders in Zimbabwe whose shares are listed on the ZSE Management and ADC have entered into an Option Agreement with the following APPENDIX I salient terms: Profit before tax 107,684 236,966 Bank BancABC Zimbabwe • ADC shall hold such number of Shares owned and registered in its name Profit after tax 87,698 152,322 Account name ABC HOLDINGS CAPITAL RAISING ACCOUNT equivalent to the number shares management would be entitled to pursuant to SuMMARY CONSOLIDATED FINANCIAL STATEMENTS Dividend (gross) 26,214 38,081 the Rights Offer (“the Option Shares”), pending exercise by members of Account no 11324283902004 management of the Options set forth below, for a period not exceeding three This represents summary consolidated financial statements derived in accordance Earnings per share (thebe) 56.56 79.69 years of the effective date of the Option Agreement. with Section 7.E.3 of the Botswana Stock Exchange Listing Requirements from the Dividend per share (thebe) 17.50 16.36 Branch name Head Office • ADC grants to members of management options to acquire Option Shares of: audited consolidated annual financial statements for the year ended 31 December * Refer to the profi t forecast presented in Appendix III and the Independent Branch sort code 21002 1. US$0.72 per Option Share, if the Option is exercised at any time between 2011, where the complete accounting policies and notes to the financial statements Auditors report thereon in Appendix IV. date of the Option Agreement and 31 May 2013; or can be found. Reference ABCH – unique reference number (will be printed on Form 2. US$0.86 per Option Share, if the Option is exercised at any time between of Instruction and available from the Transfer Secretaries). 4.7 OFFER 1 June 2013 and 31 May 2014; or 1. SUMMARY CONSOLIDATED INCOME STATEMENT 3. US$1.04 per Option Share, if the Option is exercised at any time between FOR THE YEAR ENDED 31 DECEMBER 4.7.1 Price Cheques must be in Pula drawn on a bank in Botswana or US$ drawn on a bank 1 June 2014 and 31 May 2015; in Zimbabwe, made payable to “ABCH Limited – Rights Offer” and not crossed BWP4.28 or US$0.60 per Offer Share which has taken into consideration the on condition that the members of Management remained in the employ of 2011 2010 “not negotiable”. Any person returning a Form of Instruction with a remittance in average price of a share in the Company traded on the BSE in the preceding ABCH for a minimum of two years from effective date of the Option Agreement. BWP’000s BWP’000s the form of a bank guaranteed cheque warrants that the cheque will be cleared three months from the Last Practicable Date and any discount to be offered in on first presentation. [In Botswana for entitlements exceeding BWP500,000 4.13.5 Options and Preferential Rights or Commissions accordance with market conventions and norms in respect of an offer of the size Net interest income 412,362 297,845 payment must be enacted via EFT transfer to the account details provided in the for Subscription of the Rights Offer relative to the existing issued share capital of the Company. Impairment of loans and advances (79,537) (15,826) Form of Instruction], using the unique reference number as noted on the Form of No options or preferential rights have been granted to procure subscriptions for Net interest income after 4.7.2 Entitlement Instruction. Direct deposits may also be made by the Qualifying Shareholder into shares in the Company in the three years preceding the Last Practicable Date. the same account. In this context, a Qualifying Shareholder should use his/her/its impairments 332,825 282,019 A shareholder’s entitlement to subscribe for new Shares in the Company shall be unique reference number noted on the Form of Instruction and send their bank 4.13.6 Controlling Shareholder Non-interest income 325,984 264,288 in the ratio of 1 Rights Offer Share for every 1.79 Shares held on the Record Date. stamped bank deposit slip to the Transfer Secretaries together with their As at the Last Practicable Date no shareholder controlled by way of ownership or Total income 658,809 546,307 completed Form of Instruction. agreements with others, more than 35% of the issued shares of the Company. 4.8 STATuS OF RIGHTS OFFER SHARES Operating expenses (545,948) (435,093) If a Qualifying Shareholder has a CSDB account he should also inform his/her/its The new ordinary no par value Shares the subject of the Rights Offer rank Pursuant to the Rights Offer and on the assumption that no Shares are taken up Share of associates loss (5,177) (20,134) broker of his/her /its acceptance of the Rights. equally with existing issued ordinary Shares with regard to participation in by existing shareholders other than the Underwriter – such situation shall change Profit before tax 107,684 91,080 distributed profits and capital, and rank equally with existing issued ordinary If payment in full is not received by Friday, 27 July 2012, the provisional allotment as follows: Taxation (19,986) (22,495) Shares with regard to voting. shall be deemed to have been declined and may be cancelled. The Underwriter, pursuant to the Underwriting Agreement will take up all the Rights Offer Shares % shareholding Profit after tax 87,698 68,585 4.9 ISSuE DATE not validly taken up pursuant to the Rights Offer. Name controlled Dividend declared (gross BWP’000s) 26,214 14,196 The date of issue of the Offer Shares issued pursuant to the Rights Offer is Physical certificates will be issued to Certificated Shareholders by the Transfer Gross dividend per share anticipated to be 3 August 2012. Secretaries on conclusion of the Rights Offer. ADC 50.84% – interim per share (Thebe) 7.0 – 4.12.4 Splitting – final per share (Thebe) 10.5 10 4.10 FRACTIONAL ALLOTMENT 4.13.7 Major Shareholders To take up the entitlement in part, a Shareholder must lodge his/her/its renounceable Weighted average number of shares The Company shall not issue fractions of Shares. If a Qualifying Shareholder Letter of Allocation in accordance with the instructions set out in the Form of As at the Last Practicable Date the following shareholders each held more than in issue (‘000) 146,760 143,956 becomes entitled to a fractional interest in Rights Offer Share, any fractional Instruction, together with a bank guaranteed cheque, cash, bank stamped deposit 5% of the issued share capital of the Company. Basic earnings per share (Thebe) 56.6 46.3 interest of 0.5 or greater of a Rights Offer Share will be rounded up to the nearest slip or other form of remittance for the full amount payable on acceptance, by post whole Rights Offer Share. If the fractional interest is less than 0.5 of an Offer Share or by hand, so as to reach the office of the Transfer Secretaries: % it will be rounded down to the nearest Whole Rights Offer Share. shareholding In the case of shareholders not in Zimbabwe 2. SUMMARY CONSOLIDATED STATEMENT OF COMPREHENSIVE Name controlled INCOME FOR THE YEAR ENDED 31 DECEMBER 4.11 WAIVER OF MANDATORY OFFER TO SHAREHOLDERS By hand to: By post to: ADC 23.43% The Rights Offer may result in the Underwriter acquiring a controlling interest in 2011 2010 ABCH – Rights Offer ABCH – Rights Offer MUNATSI, DOUGLAS 15.54% the issued share capital of ABCH. In terms of the BSE Listing Requirements, the BWP’000s BWP’000s ABC Share & Transfer Secretarial Services ABC Share & Transfer OLD MUTUAL 10.63% Underwriter is obliged, in the event that the Underwriter’s shareholding is in Echo House, Plot 183 Unit 5, 1st Floor Secretarial Services IFC 10.47% Profit for the year 87,698 68,585 excess of 35% of the issued Shares of ABCH, to make a mandatory offer to the Gaborone PO Box AD 520 ADD Other comprehensive income: other shareholders of ABCH at the Offer Price, unless the mandatory offer is Postnet Kgale View BIFM 6.67% – Exchange differences on waived by the BSE. Gaborone translating foreign operations 102,415 (48,834) The BSE has advised that it is willing to consider the application to grant an Following the Rights Offer, and assuming no Shares are taken up by existing – Other items of other exemption from the obligation to make a mandatory offer if the majority of In case of the shareholders in Zimbabwe whose shares are listed on the ZSE shareholders – the aforesaid position shall change: comprehensive income (200) 1,058 independent shareholders of ABCH waive their entitlement to receive the By hand to: By post to: % – Income tax relating to components mandatory offer from the Underwriter, in accordance with the requirements. At shareholding of other comprehensive income (369) 1,270 the Annual General Meeting of ABCH on 30 May 2012, shareholders excluding First Transfer Secretaries First Transfer Secretaries Name controlled the Underwriter and members of management will be requested to pass the 1 Armagh Avenue PO Box 11 Total comprehensive income 189,544 22,079 Eastlea, Harare Harare requisite resolution in favour of the waiver and ABCH will then apply to the BSE ADC 50.84% for a ruling in respect of the waiver of the requirement. In the case of shareholders not in Zimbabwe MUNATSI, DOUGLAS 9.98% 3. SUMMARY CONSOLIDATED BALANCE SHEET On 22 June 2012 ABCH will publish a Notice advising of the ruling and the fact OLD MUTUAL 6.83% AS AT 31 DECEMBER that any shareholder of ABCH who wishes to make representations relating to Bank BancABC Botswana IFC 6.72% the ruling shall have five business days of announcement i.e. until 29 June 2012 Account name ABCH CAPITAL RAISING ACCOUNT BIFM 4.28% Assets (BWP’000s) 2011 2010 to make such representations to the BSE before the final ruling is considered. Representations should be made in writing and delivered by hand, posted or Account no 1044986390701 Cash and cash equivalents 1,243,431 999,338 faxed to: Branch name Corporate 4.13.8 Expenses of the Offer Financial assets and investment securities 954,972 1,292,001 The Executive Officer Branch sort code 552067 The following are the anticipated expenses of the offer: Botswana Stock Exchange, Exchange House, Office Block 6, Plot 64511, Loans and advances 6,077,399 3,078,110 Fairgrounds, Private Bag 00417, Gaborone, Botswana Swift code FMBZBWGA BSE listing fees for listing of letters of allocation and Property, equipment Telephone: +267 367 4400 Reference ABCH – unique reference number (will be printed on Form the Rights Offer Shares BWP 120,000 and intangible assets 647,263 391,498 Other assets 260,823 250,492 Fax: +267 318 0175 of Instruction and available from the Transfer Secretaries). Reporting independent auditors ZAR 1,250,000 The final ruling is expected on or before 2 July 2012. If the ruling is favourable the Corporate Advisor BWP 300,000 Total assets 9,183,888 6,011,439 letters of allotment will be listed, Shares of ABCH go ex-rights and the Rights In case of the shareholders in Zimbabwe whose shares are listed on the ZSE Offer will open on 2 July 2012. Legal advisor BWP 40,000 Liabilities and equity (BWP’000s) Bank BancABC Zimbabwe Financial advisor US$ 500,000 4.12 ACTION REQUIRED OF SHAREHOLDERS IN RESPECT OF Deposits 7,374,700 4,907,045 Account name ABC HOLDINGS CAPITAL RAISING ACCOUNT RIGHTS OFFER Transfer Secretaries US$ 30,000 Borrowed funds 981,788 579,420 Creditors, accruals The rights that are represented by renounceable letters of allocation will be Account no 11324283902004 Printing Costs ZAR 31,220 and other liabilities 214,833 87,116 valuable and may be sold on the BSE. Letters of allocation can, however, only be Branch name Head Office Press Announcements Botswana BWP 37,000 Equity 612,567 437,858 traded in dematerialised form and, accordingly, all letters of allocation will be Branch sort code 21002 issued in dematerialised form. Press Announcements Zimbabwe US$ 8,950 Total liabilities and equity 9,183,888 6,011,439 Reference ABCH – unique reference number (will be printed on Form The electronic record for Qualifying Shareholders is being maintained by the Contingency BWP 1,900,000 of Instruction and available from the Transfer Secretaries). Transfer Secretaries. Total BWP 7,508,282 4. SUMMARY CONSOLIDATED STATEMENT OF CHANGES IN Shareholders applying for Shares in terms of the Rights Offer will have the option Payment can be enacted via EFT transfer. [In Botswana payment in respect of VAT @ 12% BWP 879,354 EQUITY FOR THE YEAR ENDED 31 DECEMBER to elect to receive their Shares in either certificated or dematerialised form as amounts less than BPW500,000 can be made in the form of cash or a guaranteed Total BWP 8,207,305 detailed below: cheque may also be deposited into the bank account of ABCH, using the Share- Distri- Certificated: holder’s unique reference number (printed on form of instruction) as reference]: Stated butable Other Minority Total For those Shareholders applying for Certificated Shares, ABCH Share certificates If a Qualifying Shareholder has a CSDB account his/her/it should also inform his/ 4.13.9 Litigation and Arbitration BWP’000s Capital reserves reserves interest Equity will be posted from Monday, 6 August 2012, following the announcement of the her/its broker or CSDB of his/her/its acceptance or renunciation of the Rights. As at the Last Practicable Date, the Group is not involved in any litigation or results of the Rights Offer. arbitration the result of which could materially affect the performance of any At 31 December 2009 307,586 246,189 (154,706) 16,710 415,779 Should you have any queries in these regards please contact the Transfer Profit for the year – 66,710 – 1,875 68,585 Dematerialised: Company within the Group and the Group as a whole. Secretaries on +267 71 881 634 (Botswana) or +263 4 782869 (Zimbabwe). Other comprehensive Those Shareholders applying for Dematerialised Shares will have their CSDB accounts 4.13.10 Resolution income – (13,296) (30,147) (3,063) (46,506) credited with the Shares they have been allocated in terms of the Rights Offer. 4.13 GENERAL INFORMATION On the 7 March 2012 the Board, acting pursuant to the powers vested in it, At 31 December 2010 307,586 299,603 (184,853) 15,522 437,858 4.12.1 Procedure for acceptance, renunciation and payment 4.13.1 Directors approved the terms of the Rights Offer. Profit for the year – 83,002 – 4,696 87,698 The procedure for acceptance, renunciation and payment pursuant to the Rights The details of the directors of the Company are set out on page 4 of this Prelisting 4.13.11 Directors Statement of Responsibility Offer will be set out in a Form of Instruction that will be posted to all Qualifying Statement. Other comprehensive The Directors, whose names are set out on page 4 of this Prelisting Statement Shareholders on Friday 8 June 2012 and will set out the Shares on which each income – (18 256) 119 029 1,073 101,846 The remuneration paid to Directors in the 12 months to 31 December 2011 was: individually and collectively, accept full responsibility for the accuracy of the shareholder’s entitlement is based and the number of Rights Offer Shares which Dividend declared information given in relation to ABCH and certify that, to the best of their knowledge have been allotted to the shareholder and for which he/she/it is entitled to and paid Non-Executive Directors and belief, no facts have been omitted that would make any statement in this subscribe. The Form of Instruction will also contain full details regarding acceptance, – prior year (gross) – (14,196) – – (14,196) Prelisting Statement false or misleading and have made all reasonable enquiries to payment and registration. Salaries Fees Benefits Option Bonus Dividend declared BWP’000s BWP’000s BWP’000s BWP’000s BWP’000s ascertain such facts have been made and that this Prelisting Statement contains all and paid 4.12.2 Renunciation information required by law and the Listings Requirements. – 3,654 – – – – interim (gross) – (10,965) – – (10,965) If a shareholder does not wish to subscribe for any of the Rights Offer Shares 4.13.12 Material Changes Dividends paid by offered in terms of the Rights Offer he/she/it may renounce his/her/its rights by Executive Directors subsidiaries to The Directors report that there have been no material changes, other than in the signing “Form A” in the Form of Instruction. The Rights may then be negotiated Discounted minority shareholders – – – (5,535) (5,535) normal course of business, in the assets and liabilities of ABCH since the date of and sold on the BSE. Salaries Fees Benefits shares Bonus Share issues and the last audited financial statements. If a Qualifying Shareholder chooses to sell his/her/its letter of allocation by disposals 9,006 4,484 2,371 – 15,861 10,445 – 1,098 708 – signing “Form A” in the Form of Instruction, the Qualifying Shareholder must 4.13.13 Material Contracts At 31 December 2011 316,592 343,672 (63,453) 15,756 612,567 lodge “Form A” in the Form of Instruction with his/her/its Broker for the letters No material contracts (not being contracts entered into in the ordinary course of to be traded on the BSE. 4.13.2 Loans to Directors and Executive Management business) have been entered by the Group within the two-year period prior to the 5. SUMMARY CONSOLIDATED STATEMENT OF CASH FLOWS The following Loans have been made to Directors or Managers or associate of date of the Circular. 4.12.3 Acceptance such Director or Manager: FOR THE YEAR ENDED 31 DECEMBER To take up full entitlement, Shareholders must lodge their Form of Instruction in 4.13.14 Working Capital accordance with instructions in the Form of Instruction by signing “Form B”, The Directors are of the opinion that, after taking into account the net proceeds of Amount 2011 2010 together with a bank guaranteed cheque, bank stamped deposit slip or cash for the the Rights Issue, the Group will have sufficient working capital for its present of loan 31 December 2011 BWP’000s BWP’000s full amount payable on acceptance, by post or by hand so as to reach the office of requirements. Name Position BWP’000s Rate Period the Transfer Secretaries by Friday, 27 July, 2012: Cash flows from operating 4.13.15 Consents activities (175,580) 219,100 For shareholders other than those in Zimbabwe D Munatsi Group CEO 2,237 8.5% 12 months The Sponsoring Broker, Financial Adviser, Corporate Advisors, Legal Advisor and F Dzanya Group COO 7,079 8.5% 12 months Net cash inflow from operating Reporting Accountants have consented in writing to act in their capacities and to By hand to: By post to: activities before changes in B Moyo Group CFO 3,849 8.5% 12 months their names being stated in this Prelisting Statement and have not withdrawn their operating funds 210,474 128,857 ABCH – Rights Offer ABCH – Rights Offer B Mudavanhu Group CRO 2,586 7.5% 30.10.2012 consent prior to the publication of this Prelisting Statement. ABC Share & Transfer Secretarial Services ABC Share & Transfer Linked to F Dzanya 435 18% 12 months Increases in operating assets (3,460,992) (1,671,299) Echo House, Plot 183 Unit 5, Secretarial Services P/L Clarson & 4.13.16 Documents Available for Inspection Increases in operating liabilities 3,074,938 1,761,542 1st Floor PO Box AD520 ADD The following documents or copies thereof will be available for inspection for the Company Linked to N Kudenga 4,604 15% 08.03.2013 Cash flows from investing Gaborone Postnet Kgale View period between the opening and closing of the Rights Offer during normal business activities (244,185) (79,350) Gaborone hours at the registered office of the Company and the Transfer Secretaries: 4.13.3 Executive Management a) signed copy of the Prelisting Statement; Purchase of property, equipment For shareholders in Zimbabwe whose shares are listed on the ZSE The following were members of Executive Management of the Group as at the b) audited financial statements of the Company for the years ended and intangible assets (255,054) (96,414) Last Practicable Date: 31 December 2009, 2010 and 2011; By hand to: By post to: Disposal of property and equipment 2,915 28,378 c) the Constitution of the Company; Proceeds on disposal of associate 9,619 – First Transfer Secretaries First Transfer Secretaries d) the Reports of the Independent Auditors on the: Name Nationality Position Qualifications Purchase of associates (1,665) (11,314) 1 Armagh Avenue PO Box 11 i. summary consolidated financial statements Eastlea, Harare Harare Douglas Zimbabwean CEO MBA Finance & Bachelor Business ii. profit forecast to 31 December 2012 Cash flows from financing Munatsi Studies (Honours) e) the Underwriting Agreement; and activities 392,795 40,075 Acceptances of the Rights Offer are irrevocable and may not be withdrawn. Bekithemba Zimbabwean CFO BAcc (Hons), MBA Banking and f) letters of consents of the advisors. Moyo Finance, CA (Zimbabwe) Issue of new shares 7,655 – Payment for Rights Offer Shares offered and accepted shall be by cheque, cash or Shareholders who hold shares on the Zimbabwean register may inspect these Francis Zimbabwean COO BA (Hons) Banking, Insurance and EFT. Payment may be deposited into the bank account of ABCH using your unique documents at: Disposal of treasury shares 5,827 – Dzanya Finance; Higher National Diploma reference number (printed on Form of Instruction and available from the Transfer 1 Endeavour Crescent, Dividend paid (25,161) – in Banking and Finance Secretaries) as a reference. Mt Pleasant Business Park Dividend paid by subsidiaries to Blessing Zimbabwean CRO PHD – MS Engin, MS Maths, Mt Pleasant minority shareholders (5,535) – For shareholders other than those in Zimbabwe Mudavanhu BSC Hon Maths Harare Increase in borrowed funds 410,009 40,075 Hashmon Zimbabwean MD Bsc (Hons) Economics; Masters’ Zimbabwe Bank BancABC Botswana Matemera – BancABC of Science in Economics (Decrease)/Increase in cash and Signed by, or on behalf of, each of the Directors, in terms of a power of attorney Account name ABCH CAPITAL RAISING ACCOUNT Zimbabwe cash equivalents (26,970) 179,825 granted by such Directors, at Gaborone on 16 May 2012 At the beginning of the year 788,026 701,766 Account no 1044986390701 4.13.4 Management Incentive Exchange adjustments 103,678 (93,565) Branch name Corporate ADC as a significant shareholder of the Company, in support of management, At the end of the year 864,734 788,026 Branch sort code 552067 comprising Messrs Munatsi, Moyo, Dzanya, Sibanda and Matemera, sought to Swift code FMBZBWGA retain management by providing management with incentives to continue to Cash and cash equivalents 864,733 788,026 grow the Company in line with the shared goals and objectives of management Statutory reserve 378,697 211,312 Reference ABCH – unique reference number (will be printed on Form and ADC and a mechanism to maintain management’s current level of shareholding Douglas Munatsi Beki Moyo of Instruction and available from the Transfer Secretaries). Cash and short-term funds 1,243,431 999,338 in ABCH, as management shall not be participating in the Rights Offer. Group Chief Executive Officer Group Chief Financial Officer