Access Holdings Rights Circular

This document is important and should be read carefully.
If you are in any doubt about its contents or the action to take, please consult your
Stockbroker, Accountant, Banker, Solicitor, or any other professional adviser for guidance immediately. Investors are advised to note that
liability for false or misleading statements or acts in connection with this Rights Circular is provided in sections 85 and 86 of the Investments
and Securities Act (No 29 of 2007)
FOR INFORMATION CONCERNING CERTAIN RISK FACTORS WHICH SHOULD BE CONSIDERED BY SHAREHOLDERS, SEE “RISK FACTORS”
COMMENCING ON PAGE 34
RC 1755118
ACCESS HOLDINGS PLC
RIGHTS ISSUE
OF
17,772,612,811 ORDINARY SHARES OF N0.50 EACH
AT
N19.75 PER SHARE
ON THE BASIS OF 1 (ONE) NEW ORDINARY SHARE FOR EVERY 2 (TWO) ORDINARY SHARES
HELD AS AT JUNE 7, 2024
PAYABLE IN FULL ON ACCEPTANCE
ACCEPTANCE LIST OPENS: JULY 8, 2024
ACCEPTANCE LIST CLOSES: AUGUST 14, 2024
LEAD ISSUING HOUSE
CHAPEL HILL DENHAM ADVISORY LIMITED
RC 1381308
JOINT ISSUING HOUSES
THE RIGHTS BEING OFFERED IN THIS CIRCULAR ARE TRADEABLE ON THE FLOOR OF THE NIGERIAN EXCHANGE FOR THE DURATION OF THE RIGHTS ISSUE.
This Rights Circular and the Securities which it offers have been cleared and registered by the Securities and Exchange Commission. It is a civil wrong and a
criminal offence under the Investments and Securities Act (No. 29 of 2007) to issue a Rights Circular which contains false or misleading information. Clearance
and Registration of this Rights Circular and the Securities which it offers do not relieve the parties from any liability arising under the Act for false and misleading
statements contained herein or for any omission of a material fact.
This Rights Circular is dated JULY 2, 2024

IMPORTANT NOTICE
Notice to Shareholders outside Nigeria
The distribution of this Rights Circular and the offer of the Shares in certain jurisdictions may be restricted by
law. No action has been taken by the Issuer or the Issuing Houses that would permit a public offer of shares or
possession, publication, or distribution of this Rights Circular (or any other offer or publicity material or
application form relating to the Issue) in any jurisdiction where action for the purpose is required, other than in
Nigeria. Persons into whose possession this Rights Circular comes should inform themselves about and observe
such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws
of any such jurisdiction. This Rights Circular does not constitute an offer or an invitation to subscribe or purchase
any shares being offered in any jurisdiction in which such an offer would be unlawful.
Notice to Residents of the United States
The securities to be offered have not been, and will not be, registered with the U.S. Securities and Exchange
Commission under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”), or with any securities
regulatory authority of any state or other jurisdiction in the United States, in reliance upon the exemption from
the registration requirements of the U.S. Securities Act provided by Rule 801 thereunder. Neither the U.S.
Securities and Exchange Commission nor any U.S. State Securities Commission has approved or disapproved of
the securities to be offered or passed upon the adequacy or accuracy of this Rights Circular. Any representation
to the contrary is a criminal offence in the United States.
The offer will be made for the securities of a limited liability company incorporated under the laws of the Federal
Republic of Nigeria. The offer is subject to the disclosure requirements of the Federal Republic of Nigeria which
are different from those of the United States. The financial statements included in this Rights Circular have been
prepared in accordance with accounting standards applicable in Nigeria and thus may not be comparable to
financial statements of United States companies.
It may be difficult for you to enforce your rights and any claim you may have arising under the U.S. federal
securities laws since Access Holdings Plc is located outside the United States and some or all of its officers and
directors may be residents outside the United States. You may not be able to sue a non-U.S. company or its
officers or directors in a non-U.S. court for violations of U.S. securities laws. Further, it may be difficult to compel
a non-U.S. company and its affiliates to subject themselves to a U.S. court’s judgment.
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RIGHTS ISSUE OF 17,772,612,811 ORDINARY SHARES OF N0.50 EACH
AT N19.75 PER SHARE
ACCEPTANCE LIST OPENS ON JULY 8, 2024 AND CLOSES ON AUGUST 14, 2024
This Rights Circular is issued in connection with the Rights Issue by Access Holdings Plc (“the Corporation” or
“the Issuer” or “Access Holdings” or “Access Corporation”) of 17,772,612,811 Ordinary Shares of N0.50 each
(“the Shares”) at an issue price of N19.75 per share.
The Rights Circular and the Shares being offered have been cleared and registered in Nigeria with the Securities
and Exchange Commission (‘’the SEC” or ‘’the Commission”). An application has been made to NGX Regulation
Limited for the admission of the Shares now being offered on the Daily Official List of Nigerian Exchange Limited
(“NGX”). Dealing in the Shares is expected to commence immediately after admission to the Daily Official List.
The Directors collectively and individually accept full responsibility for the information contained in this Rights
Circular. To the best of the knowledge and belief of the Directors (having made all reasonable enquiries to ensure
that such is the case), the information contained in this Rights Circular is in accordance with the facts and
contains no omission likely to affect its import. Chapel Hill Denham Advisory Limited, Coronation Merchant Bank
Limited, Stanbic IBTC Capital Limited, Vetiva Advisory Services Limited, Greenwich Merchant Bank Limited, FCSL
Asset Management Company Limited, CardinalStone Partners Limited, First Ally Capital Limited, FCMB Capital
Markets Limited, Renaissance Securities (Nigeria) Limited, and Meristem Capital Limited (collectively referred to
as “the Issuing Houses”) are duly registered with the SEC and are acting exclusively for the Corporation and no
one else in connection with the Rights Issue.
Investors are advised to note that liability for false or misleading statements made, or acts done in connection
with the Rights Circular is provided in sections 85 and 86 of the Investments and Securities Act (No. 29 of 2007)
(“ISA”). This Rights Circular relates to the Corporation’s Rights Issue and has been prepared in accordance with
the ISA and the Rules and Regulations of the SEC.
The Issuing Houses and any of their affiliates, as shareholders for their own accounts, may take up shares in the
Issue and in that capacity may retain, purchase, sell, offer to sell, or otherwise deal in such Shares for their own
account and any other securities of the Corporation or related investments and may offer or sell such Shares or
other investments other than in connection with the Issue.
No person has been authorised to give any information or make any representations other than those contained
in this Rights Circular and if given or made, such information or representations must not be relied on as having
been authorised by the Corporation and/or the Issuing Houses or any of their respective subsidiaries or affiliates.
The information contained in this Rights Circular has either been provided by the Corporation or obtained from
other sources duly identified herein. The Issuing Houses make no representation, express or implied, or accepts
any responsibility, concerning the accuracy or completeness of any information in this Rights Circular. Each
Shareholder should read this Rights Circular in its entirety and determine by himself/herself the relevance of the
information contained herein and each Shareholder’s acceptance of his/her rights should be based upon such
investigation as is deemed necessary. In making an investment decision, Shareholders and investors must rely
upon their own examination of the Corporation and the terms of this Rights Circular, including the risks involved.
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TABLE OF CONTENTS
IMPORTANT NOTICE............................................................................................................................... 2
TABLE OF CONTENTS .............................................................................................................................. 4
1. DEFINITIONS .............................................................................................................................. 6
2. THE RIGHTS ISSUE...................................................................................................................... 9
3. SUMMARY OF THE ISSUE ........................................................................................................ 10
4. DIRECTORS, COMPANY SECRETARY AND PARTIES TO THE ISSUE ........................................... 14
5. LETTER FROM THE CHAIRMAN ............................................................................................... 17
6. CORPORATE DIRECTORY .......................................................................................................... 19
6.1 HEAD OFFICE AND REGISTERED ADDRESS ...................................................................................... 19
6.2 SUBSIDIARIES ........................................................................................................................... 19
7. DESCRIPTION OF THE GROUP ................................................................................................. 20
7.1 OVERVIEW ............................................................................................................................... 20
7.2 KEY STRENGTHS .................................................................................................................... 22
7.3 PROFILES OF DIRECTORS & COMPANY SECRETARY ............................................................. 22
7.4 OTHER SENIOR MANAGEMENT PERSONNEL .................................................................................. 25
8. LETTER FROM THE DIRECTORS ON THE ISSUER’S GOING CONCERN STATUS ........................ 27
9. LETTER FROM THE AUDITORS ON THE ISSUER’S GOING CONCERN STATUS ......................... 29
10. HISTORICAL FINANCIAL INFORMATION .................................................................................. 30
10.1 STATEMENT OF COMPREHENSIVE INCOME OF THE GROUP .............................................................. 30
10.2 STATEMENT OF FINANCIAL POSITION OF THE GROUP...................................................................... 31
10.3 STATEMENT OF CASH FLOWS OF THE GROUP ................................................................................ 32
11. RISK FACTORS .......................................................................................................................... 34
11.1 COUNTRY RISKS .................................................................................................................... 34
11.2 BUSINESS RISKS .................................................................................................................... 35
11.3 CREDIT RISKS......................................................................................................................... 36
11.4 INTEREST RATE RISKS............................................................................................................ 36
11.5 INDUSTRY RISKS.................................................................................................................... 37
11.6 CURRENCY RISKS................................................................................................................... 37
11.7 LEGAL RISK ............................................................................................................................ 37
11.8 ENVIRONMENTAL RISKS ....................................................................................................... 37
11.9 OPERATIONAL RISKS INHERENT IN BANKING ...................................................................... 38
11.10 FORCE MAJEURE ................................................................................................................... 38
12. USE OF PROCEEDS ................................................................................................................... 39
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13. MARKET PRICE INFORMATION ............................................................................................... 40
14. STATUTORY AND GENERAL INFORMATION ............................................................................ 41
14.1 INCORPORATION & SHARE CAPITAL HISTORY ................................................................................. 41
14.2 SHAREHOLDING STRUCTURE........................................................................................................ 41
14.3 DIRECTORS’ INTERESTS ............................................................................................................... 41
14.4 STATEMENT OF INDEBTEDNESS .................................................................................................... 42
14.5 OFF-BALANCE SHEET ITEMS ........................................................................................................ 42
14.6 RELATIONSHIP BETWEEN THE CORPORATION AND ITS ADVISERS ....................................................... 42
14.7 COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE ............................................. 42
14.8 RELATED PARTY TRANSACTIONS ................................................................................................... 44
14.9 RESEARCH AND DEVELOPMENT.................................................................................................... 44

14.10 COSTS AND EXPENSES ................................................................................................................ 44
14.11 MATERIAL CONTRACTS ............................................................................................................... 44
14.12 DOCUMENTS AVAILABLE FOR INSPECTION ..................................................................................... 44
14.13 CONSENTS................................................................................................................................ 45
14.14 MERGERS AND TAKEOVERS ......................................................................................................... 46
14.15 UNCLAIMED DIVIDENDS ............................................................................................................. 47
14.16 CLAIMS AND LITIGATION ............................................................................................................ 47
14.17 DECLARATION ........................................................................................................................... 47
14.19 ADDITIONAL INFORMATION ........................................................................................................ 52
15. PROVISIONAL ALLOTMENT LETTER ......................................................................................... 54
16. RECEIVING AGENTS ................................................................................................................. 57
17. ACCEPTANCE/RENUNCIATION FORM ..................................................................................... 58
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1. DEFINITIONS
The following definitions apply throughout this document except where otherwise stated:
“Acceptance List” The list of shareholders who subscribe to the offer
“Access Bank” or “the
Access Bank Plc
Bank”
“Access Holdings” or the
“Corporation” or the Access Holdings Plc
“Issuer”
“AGM” Annual General Meeting
“Auditors” KPMG Professional Services
“Board” The Board of Directors of Access Holdings Plc
“BOFIA” Banks and Other Financial Institutions Act 2020
Fees payable to Receiving Agents in respect of returns bearing their stamps
“Brokerage Commission”
and duly allotted
Any day, other than a Saturday, Sunday or Public Holiday declared by the
“Business Day” Federal Government of Nigeria, on which banks are open for business in
Nigeria
“CAMA” Companies and Allied Matters Act 2020 (as amended)
“CBN” Central Bank of Nigeria
CBN Circular dated March 28, 2024, with reference number
“CBN March 2024 Circular” FPR/DIR/PUB/CIR/002/009, entitled “Review of Minimum Capital
Requirements for Commercial, Merchant, and Non-Interest Banks in Nigeria”.
“CET 1” Common Equity Tier 1
“CHN” Clearing House Number
Central Securities Clearing System, the securities depository operated by
“CSCS”
Central Securities Clearing System Plc
“Daily Official List” Daily Official List of NGX
“DPS” Dividend Per Share
“EPS” Earnings Per Share
“Existing Shareholders” or Shareholders of the Corporation whose names appear on the Register of
“Shareholders” Members as of the Qualification Date (as defined in the Rights Circular)
“FGN” or the
Federal Government of Nigeria
“Government”
“Group” The Corporation and its consolidated subsidiaries
“ISA” Investments and Securities Act (No. 29 of 2007)
Chapel Hill Denham Advisory Limited, Coronation Merchant Bank Limited,
Stanbic IBTC Capital Limited, Vetiva Advisory Services Limited, Greenwich
Merchant Bank Limited, FCSL Asset Management Company Limited,
“Issuing Houses”
CardinalStone Partners Limited, First Ally Capital Limited, FCMB Capital
Markets Limited, Renaissance Securities (Nigeria) Limited, and Meristem
Capital Limited.
“MPR” Monetary Policy Rate
“Naira” or “N” The Nigerian Naira, the official currency of the Federal Republic of Nigeria
“NEFT” Nigeria Electronic Funds Transfer
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“NGX” or the “Exchange” Nigerian Exchange Limited
“Nigeria” The Federal Republic of Nigeria
“Ordinary Shares” Ordinary shares of N0.50 each in the share capital of the Corporation
“Pari Passu” Equally
Includes (a) an individual (b) a legal entity, including a partnership (whether or
“Person” not a legal entity), a joint venture, a corporation, a trust, a limited liability
company, or a limited liability partnership
“PAT” Profit After Tax
The Issuing Houses, the Auditors, the Solicitors to the Issue, the Stockbrokers,
“Professional Parties” the Registrars, and the Receiving Banks engaged by the Issuer to facilitate the
rights issue and its registration
“PBT” Profit Before Tax
“Qualification Date” June 7, 2024, the date of filing the application with the NGX
“Receiving Agent(s)” Institutions listed on Page 57
“Receiving Bank(s)” Coronation Merchant Bank Limited and Guaranty Trust Bank Limited
The register maintained by the Registrars that details the names and
“Register of Members”
addresses of the shareholders of the Corporation
“Registrar” Atlas Registrars Limited
This document which is issued in accordance with the Rules and Regulations
“Rights Circular” of the Commission to provide information on Access Holdings Plc's Rights
Issue of 17,772,612,811 Ordinary Shares of N0.50 each
The offer by the Corporation to Existing Shareholders to subscribe for ordinary
“Rights Issue”, “Rights”, or shares that have been provisionally allotted in proportion to their existing
the “Issue” shareholding, in the ratio of 1 new share for every 2 shares held in the
Corporation as at the Qualification Date
Registrar Identification Number allocated by the Registrar to shareholders
“RIN” who do not have CSCS accounts, for the warehousing of their shareholding in
public companies as held under the Registrar’s custody at the CSCS
“RTGS” Real Time Gross Settlement
“SEC” or the “Commission” Securities and Exchange Commission
The rules and regulations of the SEC made pursuant to the ISA, as may be
“SEC Rules”
amended from time to time
“Shares” 17,772,612,811 new Ordinary Shares being offered in this Rights Issue
Aluko & Oyebode, Wigwe & Partners, Templars, Banwo & Ighodalo and Paul
“Solicitors”
Usoro & Co.
Chapel Hill Denham Securities Limited, Coronation Securities Limited,
Compass Investments & Securities Limited, FSDH Capital Limited, Cowry
Securities Limited, Cordros Securities Limited, First Integrated Capital
“Stockbrokers”
Management Limited, Network Capital Limited, CSL Stockbrokers Limited, PAC
Securities Limited, Dynamic Portfolio Limited, Tiddo Securities Limited,
Chartwell Securities Limited, and Futureview Securities Limited
“VWAP” Volume-Weighted Average Price
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INDICATIVE ABRIDGED TIMETABLE
DATE ACTIVITY RESPONSIBILITY
July 8, 2024 Acceptance List opens / Trading in Rights

Issuing Houses / Stockbrokers
commences
August 14, 2024 Acceptance List closes / Trading in Rights closes Issuing Houses / Stockbrokers
August 27, 2024 Receiving Agents Render Returns Receiving Agents/ Registrars
August 29, 2024 Submit allotment proposal and draft

Issuing Houses
newspaper announcement to SEC
September 9, 2024 Receive SEC clearance of allotment proposal

Issuing Houses
and newspaper announcement
September 10, 2024 Remit net proceeds of the Rights Issue to

Issuing Houses/Receiving Banks
Access Holdings Plc
September 10, 2024 Publish Allotment Announcement Issuing Houses
September 16, 2024 Forward return monies (rejected applications / Issuing Houses/
excess monies) Registrars/Receiving Banks
September 17, 2024 Credit CSCS accounts Registrars
September 17, 2024 Forward declaration of compliance to NGX Stockbrokers
September 17, 2024 Listing of new Shares/trading commences Issuing Houses/ Stockbrokers
September 19, 2024 Forward Post Completion Report to SEC Issuing Houses
Important Notice: The dates given above are indicative only and are subject to possible changes without prior notice. If any changes occur, the
dates of key events in the timetable may be subject to corresponding adjustments.
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2. THE RIGHTS ISSUE
The Board of Directors of Access Holdings individually and collectively accept full responsibility for the accuracy of the information contained
in this Rights Circular. The Board of Directors have taken reasonable care to ensure that the facts contained herein are true and accurate in
all respects and confirm, having made all reasonable enquiries that to the best of their knowledge and belief, there are no material facts,
the omission of which would make any statement herein misleading or untrue.
ISSUING HOUSES
ON BEHALF OF
RC 1755118
ACCESS HOLDINGS PLC
ARE AUTHORIZED TO RECEIVE ACCEPTANCE FOR THE
RIGHT ISSUE
OF
17,772,612,811 ORDINARY SHARES OF N0.50 EACH
AT
N19.75 PER SHARE
ON THE BASIS OF ONE (1) ORDINARY SHARE FOR EVERY TWO (2) ORDINARY SHARES
The Acceptance List for the Ordinary Shares now being offered will open on July 8, 2024, and close on August 14, 2024
SHARE CAPITAL AND RESERVES OF THE CORPORATION AS OF DECEMBER 31, 2023 N (MILLIONS)
Issued and Fully Paid Share Capital: 35,545,225,622 Ordinary Shares of N0.50 each 17,773
Share Premium 234,038
Additional Tier 1 Capital 206,355
Other Reserves 437,954
Foreign Currency Translation Reserve 498,834
Retained Earnings 715,131
Non-Controlling Interest 75,549
TOTAL EQUITY 2,185,634
As of the date of this Rights Circular, the issued and fully paid-up share capital of the Corporation is N17,772,612,811
(Seventeen Billion, Seven Hundred and Seventy-Two Million, Six Hundred and Twelve Thousand, Eight Hundred and Eleven
Naira) comprising of 35,545,225,622 (Thirty-Five Billion, Five Hundred and Forty-Five Million, Two Hundred and Twenty-Five
Thousand, Six Hundred and Twenty-Two) Ordinary Shares of N0.50 each.
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3. SUMMARY OF THE ISSUE
The following information is a summary of the terms and conditions of Access Holdings Plc’s Rights Issue and
does not contain all the information a prospective investor should consider in order to make an investment
decision. The following information should be read in conjunction with the full text of this Rights Circular, from
which it has been extracted:
Terms Definitions
17,772,612,811 Ordinary Shares of N0.50 each on the basis of 1 new Ordinary

1. The Issue:
Share for every 2 existing shares held, at N19.75 per share
2. Issuer: Access Holdings Plc
3. Lead Issuing House: Chapel Hill Denham Advisory Limited

Coronation Merchant Bank Limited, Stanbic IBTC Capital Limited, Vetiva
Advisory Services Limited, Greenwich Merchant Bank Limited, FCSL Asset
4. Joint Issuing Houses: Management Company Limited, CardinalStone Partners Limited, First Ally
Capital Limited, FCMB Capital Markets Limited, Renaissance Securities
(Nigeria) Limited, and Meristem Capital Limited.
5. Share Capital:
Issued and fully paid: N17,772,612,811 comprising 35,545,225,622 Ordinary Shares of N0.50 each
Being Issued: 17,772,612,811 Ordinary Shares of N0.50 each at N19.75 per share
The Rights Issue is being undertaken by the Corporation to enable it to
enhance the CET 1 capital and capital adequacy ratio of its flagship subsidiary,
Access Bank. Additional rationale include ensuring an adequate capital buffer
6. Purpose: that is compliant with Basel III regulatory capital requirements; strengthening
the Bank's balance sheet, providing sufficient capital to withstand economic
shocks; and supporting the Group’s growth objectives.
The estimated net proceeds of N343,091,495,029.73 - following the

deduction of the estimated offer costs of N7,917,607987.52, representing
2.26% of gross proceeds - will be utilized to support growth need for Access
Bank Plc as stated below:
Completion
Use of Proceeds Amount (N) %
Period
Investments in
enhancing distribution 51,463,724,254.46 15.0% 24 months
and product channels
7. Use of Proceeds: Investment in IT

Infrastructure upgrades 68,618,299,005.95 20.0% 36 months
and development
Local and international 223,009,471,769.32 65.0% 36 months

business expansion
Net Proceeds 343,091,495,029.73 100.0%
A more detailed breakdown of the use of proceeds is provided on page 39
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8. Method of Issue: By way of a Rights Issue to Existing Shareholders
1 new Ordinary Share for every 2 Ordinary Shares of N0.50 each held as of
9. Provisional Allotment: the Qualification Date, to shareholders whose names appear on the Register
of Members as of that date
10. Issue Price: N19.75

11. Issue Size: N351,009,103,017.25
12. Payment Terms: Payment in full on acceptance
13. Currency of Issue: Nigerian Naira (N)
14. Qualification Date: June 7, 2024
All the Shares to be issued shall rank pari-passu in all respects with the issued
15. Status:
Ordinary Shares of the Company
16. Opening Date: July 8, 2024
17. Closing Date: August 14, 2024
18. Market Capitalisation
at Issue Price (pre- N613,155,141,979.50
issue):
19. Market Capitalisation
at Issue Price (post- N964,164,244,996.75
issue):
Shares that are not subscribed by the date on which the Acceptance Lists
20. Application for
close will be allotted on a pro-rata (proportional) basis in line with SEC Rules
Additional Shares:
and Regulations, to Shareholders who have applied and paid for additional
shares over and above their provisional allotment
Shareholders who renounce their rights or do not accept their allotment in
21. Dilution:
full may have their shareholding in the Corporation diluted
22. Underwriting: By the Issuer’s preference, this Issue will not be underwritten
N ’billion Dec 23 Dec 22 Dec 21 Dec 20 Dec 19
Gross Earnings 2,594 1,387 971 764 666
PBT 729 168 177 126 112
PAT 619 152 160 106 94
23. Financial Summary1:
Total Assets 26,689 14,998 11,732 8,680 7,143
Net Assets 2,185 1,231 1,050 751 607
EPS (N) 17.23 4.44 4.58 3.01 2.79
DPS (N) 2.1 1.5 1.0 0.8 0.65
Access Holdings Plc's entire issued and paid-up share capital is listed on the
NGX. An application has been made to NGX Regulations Limited for the
24. Quotation:
admission of the 17,772,612,811 Shares - being offered by way of the Rights
Issue - to NGX’s Daily Official List.
As of December 31, 2023, the Corporation’s total indebtedness stood at
N2,481,141,000,000.00. Apart from the foregoing, the Corporation had no
25. Indebtedness:
outstanding debenture, mortgage, charges, or other similar indebtedness
other than in the ordinary course of business.
As at the date of this Rights Circular, the Corporation in the ordinary course
of business is currently involved in 2 (two) cases. The details of the total
26. Claims and Litigation:
amounts claimed in the cases instituted by and against the Corporation can
be found on page 47 of this Rights Circular.
1 Figures before 2021, when Access Holdings Plc was incorporated, relate exclusively to Access Bank Plc.
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The Rights are tradable on the floor of the NGX between July 8, 2024 and
27. Trading in Rights:
August 14, 2024
The CSCS accounts of Shareholders (for those who have such accounts and
have provided the details in the Rights Circular) will be credited no later than
15 Business Days following the SEC’s clearance of the allotment proposal.
Shareholders are advised to ensure that the names of their respective
stockbrokers and their CHN are indicated in the relevant spaces on the
Acceptance Form.
Per the SEC Directive on Dematerialisation of Share Certificates and CSCS

account numbers, shareholders who do not provide valid CHN and CSCS
28. Settlement: account numbers will have their shares warehoused at the CSCS using a
Registrar Identification Number (“RIN”). A RIN is a number allocated to
shareholders who do not have valid CHN and CSCS account numbers, which
is used to warehouse their shareholding in public companies under the
Registrar’s custody at the CSCS. The allotted shares will be transferred to the
stockbroking account of the shareholder once valid CHN and CSCS account
numbers are provided. Any shareholder who does not have a CHN and CSCS
account number is advised to open a stockbroking account with a
stockbroker and obtain a valid CHN and CSCS account number from the
stockbroker.
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Group Structure:
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4. DIRECTORS, COMPANY SECRETARY AND PARTIES TO THE ISSUE
THE ISSUER
ACCESS HOLDINGS PLC
Plot 14/15 Prince Alaba Oniru Street
Oniru Estate
Victoria Island
Lagos
DIRECTORS AND COMPANY SECRETARY
Mr. Aigboje Aig-Imoukhuede, CFR Ms. Bolaji Olaitan Agbede

(Chairman) (Acting Group Chief Executive Officer)
Plot 14/15 Prince Alaba Oniru Street Plot 14/15 Prince Alaba Oniru Street
Oniru Estate Oniru Estate
Victoria Island Victoria Island
Lagos Lagos
Mr. Olanrewaju Babatunde Bamisebi Mr. Oluseyi Kolawaole Kumapayi, FCA

(Executive Director) (Non-executive Director)
Lagos Lagos
Mr. Roosevelt Michael Ogbonna, FCIB, FCA, CFA Mrs. Ojinika Nkechinyelu Olaghere, FCA
(Non-executive Director) (Non-executive Director)
Lagos Lagos
Mr. Olusegun Babalola Ogbonnewo Mr. Abubakar Aribidesi Jimoh, CFA

(Non-executive Director) (Independent Non-executive Director)
Lagos Lagos
Mrs. Fatimah Bintah Bello-Ismail Mr. Sunday Ekwochi, HCIB

(Independent Non-executive Director) (Company Secretary)
Lagos Lagos
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PROFESSIONAL PARTIES
LEAD ISSUING HOUSE
Chapel Hill Denham Advisory Limited

10 Bankole Oki Street
Ikoyi
Lagos
JOINT ISSUING HOUSES

Greenwich Merchant Bank Limited
Coronation Merchant Bank Limited Plot 1698A, Jolayemi Street
10 Amodu Ojikutu Street Victoria Island
Victoria Island Lagos
Lagos
FCSL Asset Management Company Limited
CardinalStone Partners Limited 15 Ribadu Road
5 Okotie Eboh Street Off Awolowo Road
Ikoyi Ikoyi
Lagos Lagos
FCMB Capital Markets Limited First Ally Capital Limited

First City Plaza (6th Floor) Plot 287, Ajose Adeogun Street
44 Marina Victoria Island
Lagos Lagos
Meristem Capital Limited Renaissance Securities (Nigeria) Limited

20 Gerrard Road 6th Floor, The Wings Complex
Ikoyi East Tower
Lagos 17A Ozumba Mbadiwe Avenue
Victoria Island
Stanbic IBTC Capital Limited Lagos
I.B.T.C Place, Walter Carrington Crescent
Victoria Island Vetiva Advisory Services Limited
Lagos Plot 266B, Kofo Abayomi Street
Victoria Island
Lagos
SOLICITORS TO THE ISSUE
Aluko & Oyebode Banwo & Ighodalo
1 Murtala Muhammed Drive 48 Awolowo Road
(formerly Bank Road) Ikoyi
Ikoyi Lagos
Lagos
Wigwe & Partners Paul Usoro & Co

The Triangle, 7th Floor, Plot 999C Danmole Street
Plot 9, Canal Point Estate Victoria Island
Kayode Animashaun Street, Lagos
Off Admiralty Way
Lekki Phase 1
Lagos
Templars
5th Floor, The Octagon
13A A.J. Marinho Drive
Victoria Island
Lagos
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STOCKBROKERS
Coronation Securities Limited Chapel Hill Denham Securities Limited

10 Amodu Ojikutu Street 10 Bankole Oki Street
Victoria Island Ikoyi
Lagos Lagos
Cordros Securities Limited Cowry Securities Limited

70 Norman Williams Street 1319 Karimu Kotun Street
Ikoyi Victoria Island
Lagos Lagos
Compass Investment & Securities Limited CSL Stockbrokers Limited

42 Leventis Building, 1st Floor First City Plaza (2nd Floor)
43 Marina Road 44 Marina
Lagos Lagos
Dynamic Portfolio Limited First Integrated Capital Management Limited

20 Campbel Street Kruger Plaza, 27 Amore Street
Lagos Island Ikeja
Lagos Lagos
FSDH Capital Limited Network Capital Limited

1-5 Odunlami Street 13 Maitama Sule Street
Lagos Island Ikoyi
Lagos Lagos
PAC Securities Limited Tiddo Securities Limited

8A Elsie Femi Pearse Street First Floor, Left Wing, Labour House Central Area
Victoria Island Garki
Lagos Abuja
Chartwell Securities Limited Futureview Securities Limited

13 IPM Avenue Futureview Plaza
Central Business District Plot 22, Oju Olobun Close
Alausa, Ikeja Victoria Island
Lagos Lagos
RECEIVING BANKS AUDITORS

Coronation Merchant Bank Limited KPMG Professional Services
10 Amodu Ojikutu Street KPMG Tower, Bishop Aboyade Cole Street
Lagos Lagos
Guaranty Trust Bank Limited REGISTRARS

Plot 635, Akin Adesola Street Atlas Registrars Limited
Victoria Island Bagco Building (3rd Floor)
Lagos 34 Eric Moore Road
Surulere
Lagos
+234 817 542 5054, +234 810 872 4445
www.atlasregistrars.com
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5. LETTER FROM THE CHAIRMAN
The following is the text of a letter received by the Issuing Houses from Mr. Aigboje Aig-Imoukhuede, CFR the
Chairman of Access Holdings Plc.
Access Holdings Plc

Oniru Estate
Victoria Island
Lagos
July 2, 2024
To: All Shareholders of Access Holdings Plc
Dear Sir/Madam,
RIGHTS ISSUE OF 17,772,612,811 ORDINARY SHARES OF N0.50 EACH AT N19.75 PER SHARE
1. Introduction
At the Annual General Meeting ("AGM") of the Corporation, which was duly convened and held on April 19,
2024 - the Shareholders authorised the Board of Directors to raise equity capital for the Corporation by way of
a Rights Issue on such terms and conditions as may be determined by the Board, subject to obtaining the
approvals of the relevant regulatory authorities (“Rights Issue”).
Following your authorisation to raise capital and after careful deliberations by the Directors, I am delighted to
inform you that the Board of Directors - pursuant to the board resolution dated June 4, 2024 - approved the
issuance of additional 17,772,612,811 Ordinary Shares of N0.50 each by way of a Rights Issue to Existing
Shareholders on the basis of 1 new Ordinary Share for every 2 Ordinary Shares held as at the close of business
on June 7, 2024, at a price of N19.75 per share.
The requisite approvals have been sought and obtained from the Central Bank of Nigeria, Securities and
Exchange Commission and NGX Regulation Limited for opening the Issue. The Acceptance List for the Rights
Issue will open on July 8, 2024 and close on August 14, 2024. Instructions for taking up your rights are contained
in the provisional allotment letter by the Company Secretary on page 54 of this Rights Circular.
This letter sets out the strategic rationale for the Rights Issue and outlines the Board’s view that the transaction
is in the best interest of Access Holdings Plc and therefore, the Shareholders. Access Holdings continues to
improve on its strong foundation of operational and financial excellence. I am pleased to inform you that the
results from the Group’s recently release year-end 2023 audited financials show a robust 307% growth in profit
after tax to N619.32 billion, despite the challenging economic and regulatory operating environment. This
positive indicator signals the success of our African expansion strategy, as we continue our journey to building
a globally connected community and ecosystem inspired by Africa for the world.
Despite the challenging macroeconomic environment and unprecedented macroeconomic pressures, gross
earnings increased 87% year-on-year for the period ended December 2023. I am confident that management is
on track to drive the business aggressively for the benefit of all stakeholders, particularly the Shareholders.
Further supporting this view is the proposed Rights Issue, the proceeds of which will be applied to strengthen
Access Bank’s fortress balance sheet and support its growth in Nigeria, and across the sub-Saharan African
region.
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2. Rationale for the Rights Issue
Access Holdings continues to anticipate the possible risks and headwinds that it may face in the near to mid-
term. These are split into risks to the entire banking and financial services sector and risks specific to Access
Holdings. Risks to the banking and financial services sector include the global trend of rising interest rates
resulting from ever-tightening monetary policy, increased loan defaults, and falling securities prices. Foreign
currency risks remain a key potential risk specific to Access Holdings. Having identified these potential risks and
in line with its 5-year capital plan, the Corporation seeks to strengthen its capital comfort buffers above
regulatory limits to reduce the impact of any unexpected macroeconomic and regulatory changes. The
Corporation has strong risk management teams dedicated to monitoring all its identified risks and exposures.
In addition, as we pursue our strategic objectives, we will continue to work with the regulators in the markets
where we operate. As you may be aware, the CBN through its March 2024 Circular increased the capital (sum of
paid-up ordinary share capital and share premium) requirements for different categories of banks in Nigeria. The
capital base of banks with international authorization was increased to N500 billion. Access Holdings solely
intends that the Bank would meet the capital requirement as stipulated by the CBN.
3. Use of Proceeds
The proceeds from the Issue will be used to (i) enhance Access Bank’s capital adequacy, in compliance with the
regulatory capital requirements, thereby deepening the Bank’s ability to withstand systemic shocks, and (ii)
strengthen the Bank’s fortress balance sheet, allowing it to meet its and other banking subsidiaries’ growth
needs, in line with the Group’s medium-term strategic objectives.
4. Principal terms of the Rights Issue

The Corporation is offering 17,772,612,811 new Ordinary Shares by way of a Rights Issue at N19.75 per share
and based on a ratio of 1 new Ordinary Share for every 2 Ordinary Shares as of the Qualification Date. These
shares are being offered to Shareholders only and are expected to raise N343,091,495,029.73 (net of expenses).
The Issue Price represents a:

 discount of approximately 19% to the Closing Price of N24.50 on March 28, 2024.
 discount of approximately 21% to the 90-day VWAP of N25.03 on March 28, 2024.
The Rights Issue will result in 17,772,612,811 new Ordinary Shares being issued, which will rank pari passu
(equally) with existing Ordinary Shares of the Corporation in all respects, including the right to receive dividends
declared after the date of issue, provided that the qualification date for the dividend (or any other distribution)
declared is after the allotment of the Shares issued under this Rights Issue.
The Shares issued will also be tradable by Shareholders on the floor of the Nigerian Exchange during the Offer
period. Shareholders who wish to trade their Rights should seek advice from their respective stockbrokers, who
will guide the process.
5. Conclusion
By accepting your Rights, you will be making a strong statement regarding your commitment to ensuring that
Access Holdings is well-positioned to achieve its strategic growth objectives. I therefore strongly recommend
that you take advantage of the opportunities presented by this Rights Issue.
The Board of Directors strongly recommends that Shareholders take up their Rights in full.
Yours faithfully,
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6. CORPORATE DIRECTORY
6.1 HEAD OFFICE AND REGISTERED ADDRESS

Oniru Estate
Victoria Island, Lagos
+234 (01) 4619264 – 9,
+234 (01) 2773300 – 99
https://www.theaccesscorporation.com
6.2 SUBSIDIARIES
Company Address
Hydrogen Payment Services
Plot 1618, Danmole Street, Victoria Island, Lagos, Nigeria.
Company Limited
339 Cadastral Zone, Tarkwa Crescent, off Adetokunbo Ademola
Access Pensions Limited
Crescent, Wuse 2, Abuja, Nigeria.
Access Tower, Plot 14/15, Prince Alaba Oniru Street, Oniru Estate,
Access Insurance Brokers Limited
Victoria Island, Lagos, Nigeria.
Access Tower, Plot 14/15, Prince Alaba Oniru Street, Oniru Estate,
Access Bank Plc
Victoria Island, Lagos, Nigeria.
Access Investors Services Nominees Access Tower, Plot 14/15, Prince Alaba Oniru Street, Oniru Estate,
Limited Victoria Island, Lagos, Nigeria.
47 Kairaba Avenue, Fajara, K.S.M.D. P.O Box 3177, Serrekunda, The
Access Bank (Gambia) Limited
Gambia.
Access Bank (Sierra Leone) Limited 30 Siaka Stevens Street, Freetown, Sierra Leone.
Access Bank (Guinea) S.A. Avenue de la Republique, Almamya Kaloum, Conakry, Guinea.
Access Bank (Rwanda) Limited 3rd Floor KIC Building (formerly known as UTC Building), Kigali, Rwanda.
Access Bank (Zambia) Limited Plot 682, Cairo Road Northend. P. O. Box 35273, Lusaka, Zambia.
Access Bank (D.R. Congo) SARL 158, Avenue de la Démocratie, Kinshasa, Gombe, DRC.
Starlets '91 Road, Opposite Accra Sports Stadium. P.O.Box GP 353, Osu,
Access Bank (Ghana) Plc
Accra, Ghana.
Access Bank (Cameroon) Plc Rue 1178 Boulevard de la Liberte, Akwa Litoral.
Access Bank (Mozambique) S.A. Maputo Business Tower Desportistas Road, no. 480, 17/18°.
Access Bank (Kenya) Plc The Address, Off Muthangari drive, 11th floor, Nairobi, Kenya.
Building No. 3, Inanda Greens Business Park, 54 Wierda Road West,

Access Bank (South Africa) Limited
Wierda Valley, Sandton, 2196.
Access Bank (Botswana) Limited Access House, Plot 62433 Fairground Office Park, Gaborone, Botswana.
Av. Gamal Abdel Nasser, Torre Victoria Premium, Piso 0 – Kinaxxi -

Access Bank (Angola) S.A.
Ingombota, Luanda, Angola.
4 Royal Court, Gadbrook Way, Gadbrook Park, Northwich, Cheshire,
The Access Bank (UK) Limited
CW9 7UT.
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7. DESCRIPTION OF THE GROUP
7.1 OVERVIEW
Access Holdings Plc is a financial holding company licensed by the CBN and headquartered in Lagos, Nigeria.
It was incorporated as a public limited liability company on 10 February 2021. The Corporation is a Nigerian
Exchange Premium-Board listed parent non-operating financial holding company for Access Bank and the related
group companies that emerged from its court-sanctioned Scheme of Arrangement between the Bank and
holders of its fully paid Ordinary Shares of 50 kobo each. Access Holdings’ business segments include banking,
consumer lending, payment services, insurance brokerage, and pension fund administration. The banking
business, payment services, insurance brokerage and pension fund administration are currently in operation
while the consumer lending is at an advanced stage of licencing and operational readiness. Access Holdings
serves its various markets through four (4) business groups: Access Bank Plc, Hydrogen Payment Services
Company Limited, Access Pensions Limited, and Access Insurance Brokers Limited. The Corporation was listed
on the NGX via listing by introduction on March 28, 2022.
Its vision is to create a globally connected community and ecosystem; inspired by Africa, for the world.
Access Holdings operates through a network of more than 700 branches and service outlets, spanning three
continents, 22 countries, 4 representative offices, and 59 million customers. As at December 31, 2023, the Group
had assets totalling N26,688,831,000,000.00 (Twenty-Six Trillion, Six Hundred and Eighty-Eight Billion, and Eight
Hundred and Thirty-One Million Naira).
ACCESS BANK PLC
The entity from which the Group was founded – Access Bank Plc - was incorporated as a private limited liability
company on 8 February 1989 with registration number RC 125384 and commenced business on May 11, 1989.
Access Bank became a public limited liability company on 24 March 1998 and its shares were listed on the NGX
on November 18, 1998. Access Bank was issued a universal banking licence by the CBN on February 5, 2001, and
applied for and received an approval from the CBN on February 5, 2014, for an international commercial banking
licence under the then existing CBN licensing regime.
Access Bank serves its various markets through four (4) business segments – corporate banking, investment
banking, commercial banking, and retail banking. The Bank has enjoyed what is arguably Africa’s most
successful banking growth trajectory in the last twenty-two (22) years. Following its merger with Diamond Bank
in March 2019, Access Bank Plc became one of Africa’s largest retail banks by customer base and Nigeria's largest
bank by total assets. Access Bank’s gross earnings for the year ended December 31, 2023, was N2.06 Trillion and
profits for the same period were N535.68 billion. The Bank operates under the following segments:
i. Corporate Banking and Investment Banking: The division provides bespoke comprehensive banking
products and a full range of services to multinationals, large domestic corporates, and other institutional
clients. The division focuses on customers in key industry sectors with a minimum annual turnover of N20
billion. It also provides innovative finance solutions to meet the short, medium and long-term financing
needs for the Bank’s clients as well as relationship banking services to the Bank's financial institutions
customers.
ii. Commercial Banking: The commercial banking division has presence in all major cities in the country. It
provides commercial banking products and services to the non-institutional clients, medium and small
corporate segments of the Nigerian market whose annual turnover is above N1 billion. The division also
provides financial services to the public sector, commercial institutions, and oriental corporates.
iii. Retail Banking: The retail banking division is the retail arm of the Bank which provides financial products
and services to individuals (personal and inclusive segments) and the private banking segment. The private
banking segment focuses on offering bespoke services to High-Net-worth Individuals and Ultra-High- Net
worth Individuals by handling their wealth portfolio needs both locally and abroad.
Access Bank has presence in the United Kingdom and in countries across Africa, including Ghana, Cameroon,
Gambia, Sierra Leone, Guinea, Rwanda, Congo, Kenya, Zambia, Mozambique, South Africa, Botswana, and
Angola.
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ACCESS PENSIONS LIMITED
Access Pensions Limited (“Access Pensions”) is a licensed Pension Fund Administrator (PFA), which resulted from
the business combination of First Guarantee Pension Limited and Sigma Pensions Limited in late 2022. The
merger created the fourth largest PFA in Nigeria. As at the date of the Rights Circular, Access Pensions has assets
under management of over ₦1.1 trillion and over 1 million Retirement Savings Accounts. It aims to become the
second largest PFA within a few years by leveraging Access Holdings Plc’s expanding footprint and large customer
franchise. As part of the expansion strategy, Access Pensions recently announced its proposed acquisition of a
majority stake in ARM Pensions Managers Limited. The proposed combination between Access Pensions and
ARM Pensions managers Limited will create sustainable stakeholder value and contribute positively to the
growth and development of the pension industry.
ACCESS INSURANCE BROKERS LIMITED

Access Insurance Brokers Limited (“Access Insurance”) is a licensed insurance broker that provides professional
insurance services for individuals, corporations, and government agencies, ensuring the arrangement of optimal
coverage for all insurable risks. Access Insurance is the result of Access Holding’s acquisition of Megatech
Insurance Brokers Limited. The range of services offered includes: Insurance Audits, Risk Management
Evaluation, Specialised Claims and Uninsured Loss Recoveries, Research and Market Reviews, and Risk Retention
Fund. Access Insurance Brokers will establish presence in all geopolitical zones in Nigeria and key African market
leveraging the footprint of Access Bank Plc.
HYDROGEN PAYMENT SERVICES COMPANY LIMITED

Hydrogen Payment Services Company Limited (“Hydrogen”), a company focused on payment and switching
services, leverages the strong suite of Access Bank’s existing assets and customer base, creating a super fintech
that will be Africa’s most powerful business services network. Hydrogen, being a company of African heritage,
has a clear understanding of the unique payment challenges across the continent and is positioned to solve
these concerns with its offerings. The company’s range of products and services, such as InstantPay, payment
gateway, POS services, and card and switch processing have started gaining traction in the industry as these
services are designed to meet clients’ unique needs. Hydrogen processes over ₦11 trillion in transactions on its
switching platform and its services are available in all of Nigeria’s thirty-six (36) states and the Federal Capital
Territory.
Access Holdings – a journey of growth, resilience and market leadership
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7.2 KEY STRENGTHS
Strong brand equity and awareness

Access Holdings is a leading multinational financial services group that offers commercial banking, lending,
payment, pensions management, insurance, and asset management services. Access Holdings is a well-
recognised and trusted brand in Nigeria built on the core values of excellence, curiosity, and empathy. The
Corporation strives to deliver sustainable economic growth that is profitable, environmentally responsible, and
socially relevant. Its subsidiaries have been accorded recognition by reputable domestic and global
organizations. Some of these recognitions include:
 “Best Environmental and Social Performance Award” at the International Investors Award (2022)
 “Best Sustainable Bank, Africa” at the Finance Derivative Award (2022)
 “Best Bank in Nigeria” at the Euromoney Awards (2022)
 “Outstanding Leadership in ESG Related Loans, Africa” at the Global Sustainable Finance Awards (2022)
 “Financial Leadership in Sustaining Communities, Africa” at the Global Sustainable Finance Awards (2022)
 “Best Digital Bank in Nigeria” at the World Finance Award (2019)
 “Best Mobile App in Nigeria” at the World Finance Award (2019)
 “Outstanding Business Sustainability Achievement” at the Karlsruhe Sustainable Finance Awards (2019)
 “Best Commercial Banking Capabilities” at Euromoney Private Banking Awards (2018)
Strong and Experienced Management

Access Holdings’ senior management team has extensive experience within the financial services sector, with an
average of more than twenty-five (25) years of experience gained in leading local and international banks across
various economic sectors and a combined experience of approximately one hundred and fifty (150) years of
executive management. The Group’s Acting Chief Executive Officer, Ms. Bolaji Agbede has over twenty-seven
(27) years of professional experience. The senior management team has a proven record of implementing
innovative and industry-leading initiatives. These include guiding the Corporation in focusing on best business
practices and customer service and helping it to achieve its strategic transformation agenda that saw the
Corporation grow into being one of the largest financial institutions in Africa, and Access Bank being Nigeria’s
largest bank by total assets.
7.3 PROFILES OF DIRECTORS & COMPANY SECRETARY
Mr. Aigboje Aig-Imoukhuede, CFR - Chairman

Mr. Aigboje Aig-Imoukhuede, CFR is an investor, banker, and philanthropist with a track record of major
accomplishments in both for-profit and not-for-profit initiatives within Nigeria and beyond. He co-founded
Tengen Family Office and oversees a significant portfolio of investments and businesses in banking, finance,
insurance, technology, real estate and energy. Through the Aig-Imoukhuede Foundation and its subsidiaries, the
Africa Initiative for Governance and the Aig-Imoukhuede Institute, he is focused on building Nigeria’s next
generation of government leaders, helping transform public sector effectiveness, and improving access to
quality primary health care.
His career in banking and finance which spans over three decades in financial markets, investment banking, risk
management, strategy and commercial banking has earned him international recognition. He was the Group
Managing Director of Access Bank Plc between 2002 and 2013 where he led its transformation to a top five bank
in Nigeria. Mr. Aig-Imoukhuede was a member of Nigeria’s Banker’s Committee and in 2012, he led the banking
sector’s voluntary adoption of the Nigerian Sustainable Banking Principles, an initiative that has since been
emulated by several countries across the world. As Chairman of the Presidential Committee on Fuel Subsidies,
he is credited with saving Nigeria more than US$6 billion in fraudulent petroleum subsidy claims.
He is the founding Chairman of the Board of Trustees of the Financial Market Dealers Association and led the
establishment of the FMDQ Securities Exchange. He was elected President of the Nigerian Stock Exchange
Council in 2013, becoming the first African to earn the privilege of chairing two national exchange platforms. As
president of the Exchange, he championed its demutualisation, which was successfully completed in 2021. He
holds an Executive MBA jointly awarded by the London School of Economics, New York University and HEC Paris
(2016). He also holds a Bachelor of Laws Degree from the University of Benin (1986) and was called to the
Nigerian Bar in 1987.
He received an honorary degree from Olabisi Onabanjo University. He is a member of the Nigerian Bar
Association and a Fellow of the Chartered Institute of Bankers of Nigeria.
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Mr. Aig-Imoukhuede serves as Chairman of Enterprise NGR, a Nigerian financial and related professional services
advocacy group. He was appointed a member of Oxford University’s Blavatnik School of Government
International Advisory Board in 2017. His contributions towards universal health care for all Africans led to his
appointment in 2011 as the first African co-chairman of the New York- based GBC Health, a private-sector
coalition against HIV, malaria and tuberculosis. He is a Board Member of the Aliko Dangote Foundation.
Mr. Abubakar Aribidesi Jimoh, CFA - Independent Non-executive Director

Mr. Abubakar Aribidesi Jimoh is a versatile professional with over twenty-five (25) years’ experience in the
financial services sector covering client relationship management, treasury, market risk, credit risk management,
operational risk management, project and portfolio management. He is the Group Managing Director of
Trustbanc Group, a leading investment management firm. Prior to his current role, Mr. Jimoh led the
transformation of Associated Discount House (ADH) from a failing Discount House to a Merchant Bank
(Coronation Merchant Bank Limited).
Before joining ADH, he was a General Manager and Divisional Head at the UBA Group with responsibility for
Balance Sheet Management, Market Risk and Investors Relations. He was also the Chief Risk Officer for various
business segments including UBA Africa and UBA Capital. Mr. Jimoh worked with the Royal Bank of Canada
Financial Group between 1999 and 2005 in various capacities and was the Divisional Chief in charge of Private
Sector Portfolio Management with the African Development Bank between 2005 and 2008. Mr. Jimoh was
appointed as an Independent Non-Executive Director on the Board of Shelter Afrique between 2012 and 2013.
He has a robust professional cum academic pedigree with a Bachelor of Science (1988) and a Master of Science
in Finance from University of Lagos, Nigeria (1990). He is a Chartered Financial Analyst and an Associate of the
Institute of Chartered Accounts of Nigeria and Chartered Institute of Bankers of Nigeria. Mr. Jimoh is a Chartered
Internal Auditor and Certified General Accountant of Ontario and Canada. He has attended several Executive
Management Development Programmes in leading institutions including London Business School, Canadian
Securities Institute and Lagos Business School.
Mrs. Fatimah Bello-Ismail - Independent Non-executive Director

Mrs. Fatimah Bello-Ismail is a thoroughbred professional with over twenty-five (25) years’ experience cutting
across legal practice and financial services obtained from leading institutions. Ms. Bello- Ismail is the Managing
Partner Universal Chambers, a firm of Barristers, Solicitors and Notary Public and currently serves as a director
of Nigerian Exchange Group Plc and Katsina State Investment and Properties Development Company.
She served as a panelist on WIMBIZ’s 10th Anniversary Lecturer Series “Women on Board” in March 2012 and
participated in the W20 (Women 20) Summit- a sub-group and initiative of the Turkey G20 in October 2015. She
previously served on the Board of National Insurance Company of Nigeria. She obtained her Bachelor of Law
degree from Ahmadu Bello University Zaria (1984) and was called to the Nigerian Bar in 1985. She obtained a
certificate in Legal Drafting from the Nigerian Institute of Advanced Legal Studies in 1991 and is a member of
the Nigerian Bar Association and International Bar Association.
Mrs. Ojinika Olaghere - Non-executive Director

Mrs. Ojinika Olaghere is the Managing Director of Rickela Consulting Limited, a management consultancy
business involved in training, capacity building, coaching and advisory services. She is a seasoned professional
with over thirty-three (33) years’ experience in banking, administration and consulting. She joined Access Bank
Plc in 2007 as a General Manager in the Enterprise Resource Support Group where she spearheaded the
seamless rationalisation of the Bank’s assets following the acquisition of Intercontinental Bank.
She retired from Access Bank Plc in June 2018 as Executive Director, Operations and Information Technology.
As Executive Director, Mrs Olaghere ensured the seamless upgrade of the Bank’s major IT infrastructure as well
as the Operations Transformation Programme which resulted in the Bank being ranked amongst the top 5 in
KPMG’S 2018 Banking Industry Customer Service Survey. Prior to joining Access Bank, she spent sixteen (16)
years with EcoBank Nigeria, where she worked in the Operations and Consumer Banking Groups. As a multi-
skilled and valuable resource, she was involved in the implementation of several critical projects. She has played
key roles in the shaping and development of strategies that have led to the success of multiple businesses across
different industries through her role as a Non-Executive Director in several companies including First Ally Asset
Management Limited, Coscharis Technologies and Intercontinental Properties amongst others.
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She holds a Bachelor of Arts in French Language from the University of Nigeria, Nsukka (1984) and is a Fellow of
the Institute of Chartered Accountants of Nigeria (ICAN). She has attended several Executive Management
Development programs in leading institutions including INSEAD, London Business School, Lagos Business School
and Massachusetts Institute of Technology.
Mr. Olusegun Ogbonnewo - Non-executive Director

Mr. Olusegun Babalola Ogbonnewo has over thirty (30) years’ experience spanning across banking, human
capital development, operations and technology, payment systems and fintech. He is currently the Operating
Director, Tengen Family Office. Prior to this, he occupied several roles in Access Bank Plc between 2006 and
2017 including Group Head, Channels Services; Head, Transaction Services Division; Group Head, Domestic
Payments; Group Head, Central Processing Centre Group; and Group Head, Settlements and Payments. He also
served in various capacities in Guaranty Trust Bank between 1993 and 2006 including Head, International
Settlements, and Divisional Head, Banking Operations and Information Technology. He was Human Resources
Officer, Branch Manager and Programme Officer in Peoples Bank Nigeria Limited between 1990 and 1992.
He has attended several renowned leadership and professional development programs including the High-
Performance Leadership Program organised by Institute of Management and Development (‘IMD’); Corporate
Restructuring Program organised by Harvard Business School; Achieving Outstanding Performance by INSEAD
and several global payments and systems processing courses organised by VISA, MasterCard, Verve and Entrust
amongst others. He holds a Bachelor of Arts in Education (1985) and a Master’s in Public Administration from
University of Ilorin (1989). He also holds a Master’s in business administration from IESE, University of Navarra
Barcelona Spain/Lagos Business School (2000). He is an Honorary Member of the Chartered Institute of Bankers
of Nigeria.
Mr. Oluseyi Kumapayi, FCA - Non-executive Director

Mr. Oluseyi Kumapayi was the Group Chief Financial Officer of Access Bank Plc, a position he held from 2008 till
2020. In November 2020, he was appointed as the Executive Director, African Subsidiaries in Access Bank Plc.
He joined Access Bank in 2002 as the Head of Financial Control and Credit Risk Management. Prior to joining
Access Bank, he held controller and analyst positions in First City Monument Bank Limited and Guaranty Trust
Bank Plc respectively. He has played significant roles in the creation of the largest retail bank in Nigeria and
specific corporate actions that have supported the Bank’s growth objectives and enhanced its capacity to play
in key local and international markets.
Mr. Kumapayi is a graduate of Harvard Business School (2015). He holds a Master’s degree in Mechanical
Engineering from the University of Lagos (1997), and a Bachelor of Science degree in Agricultural Engineering
from the University of Ibadan, Nigeria (1994). He has also attended several Executive Management Development
programs in leading institutions including INSEAD, IMD and London Business School. He is a Fellow of the
Institute of Chartered Accountants of Nigeria (ICAN) and a member of the Global Association of Risk
Professionals (GARP), the Chartered Institute of Taxation of Nigeria (CITN) and the Chartered Institution of
Bankers of Nigeria (CIBN). He is also a board member of the Ogun State Security Trust Fund.
Mr. Roosevelt Ogbonna, FCIB, FCA, CFA - Non-executive Director

Mr. Roosevelt Ogbonna was Access Bank’s Deputy Managing Director since 2017. In 2013, he was appointed
Executive Director, Commercial Banking Division. He was recently appointed the Managing Director of the Bank
with effect from May 2, 2022. He is a through-bred and consummate professional with over 2 decades of banking
experience having joined Access Bank in 2002 from Guaranty Trust Bank.
Mr. Ogbonna has a rich professional cum academic background. He is a Fellow of the Institute of Chartered
Accountants of Nigeria (FCA), an Honorary Member of the Chartered Institute of Bankers (HCIB), a graduate of
the Harvard Kennedy School of Government’s Senior Executive Fellow programme, a graduate of Harvard
Business School and a CFA charter holder. He has robust corporate board experience and currently serves as a
Non-Executive Director of the Bank’s subsidiaries in UK and South Africa. He also represents the Bank on the
Boards of its investee companies – African Finance Corporation and CSCS.
Mr. Ogbonna holds a Masters degree in Business Administration from IMD Business School, Switzerland (2017);
a Masters degree (LL.M) in International Corporate and Commercial Law from King’s College, London (2021); an
Executive Master’s degree in Business Administration from Cheung Kong Graduate School of Business (2017);
and a Bachelor’s degree in Banking and Finance from University of Nigeria, Nsukka (1996). In 2015, he was
selected as one of the Institute of International Finance (IIF) Future Global Leaders. Roosevelt has attended
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Executive Management Development Programmes on diverse areas of banking and management in world
leading institutions.
Ms. Bolaji Agbede - Acting Group Chief Executive Officer

Ms. Bolaji Agbede is a versatile professional with over twenty-seven (27) years of experience in human resources
(HR) management, customer relationship management and banking operations. She has a proven record of
successful people integration during mergers and acquisitions, culture transformation and execution of
corporate strategies. She commenced her professional career in Guaranty Trust Bank and served in various
capacities including Relationship Manager and Vault Custodian. She diligently distinguished herself and swiftly
rose from the grade of Executive Trainee in 1992 to Manager in 2001. Ms. Agbede subsequently served as the
Chief Executive Officer of JKG Limited in 2003 a business consulting outfit.
Ms. Agbede joined Access Bank in 2003 as an Assistant General Manager and was responsible for managing the
Bank’s portfolio of chemical trading companies. She has occupied the role of Head, HR for the Access Bank Group
since 2010 wherein she oversees the human capital development of the Group. Ms. Agbede holds a bachelor’s
degree in Mathematics and Statistics from the University of Lagos (1990) and subsequently obtained a Master
of Business Administration degree from Cranfield University in 2002. She is a member of the Chartered Institute
of Management UK and the Chartered Institute of Personnel Management of Nigeria. She has attended several
renowned leadership and professional development programs including the High-Performance Leadership
Programme organised by the IMD and the Strategic Talent Management Programme organised by the London
Business School.
Mr. Olanrewaju Bamisebi - Executive Director, IT and Digitalisation

Mr. Olanrewaju Bamisebi is a seasoned professional with over two decades of experience spanning across
information technology, consultancy, project management, talent management and development, application
development as well as strategy and automation. He has robust Pan-African experience having managed IT
across twenty-two (22) African countries in consulting, telecom, oil and gas, banking and fintech sectors. Prior
to his appointment as an Executive Director of the Corporation, he was Managing Director of Finserve Africa
(Fintech Arm of Equity Bank). He was also the Group Director for IT & Operations for Equity Group Holding
Limited (EGHL), Kenya. Before joining EGHL in April 2019, he was the Group Chief Information Officer at the
defunct Diamond Bank Plc and resigned as a Deputy General Manager.
Mr. Bamisebi holds a Higher National Diploma in Computer Science from The Polytechnic Ibadan (2000) and two
bachelor’s degrees – one in Accounting from Olabisi Onabanjo University (2006) and the other in Computing and
Information Technology from the University of Derby, UK (2018). He also obtained a master’s degree in business
administration from Durham Business School, UK (2014) and is currently undertaking a PhD in Global Strategy.
Mr. Sunday Ekwochi – Company Secretary

Mr. Sunday Ekwochi was appointed the Company Secretary of the Bank in March 2010. He graduated as a top
student in Law from the University of Jos with a second-class upper degree in 1996 and from the Nigerian Law
School in February 1998 with a second-class upper degree. He has over two (2) decades of banking experience
from the then African Express Bank, Fidelity Bank and Access Bank Pic.
Mr. Ekwochi qualified as a Chartered Secretary with the Institute of Chartered Secretaries and Administrators,
London in 2003. He has attended Management Development Programmes at London Business School,
Euromoney, Wharton Business School and IMD. He is an Honorary Senior Member of the Chartered Institute of
Bankers of Nigeria.
Mr. Ekwochi served as the Vice-Chair of the Association of Banks Legal Advisers and Company Secretaries and
currently serves and the Chairman of the Capacity Building Committee of the Association.
7.4 OTHER SENIOR MANAGEMENT PERSONNEL
Mrs. Morounke Olufemi - Group Chief Finance Officer

Mrs. Morounke Olufemi has two (2) decades of experience cutting across various areas of Finance and Strategy
from multinational organisations. She commenced her professional career with the UK Home Office before
joining Lehman Brothers Investment Bank Europe in 2006 working as the Emerging Markets Finance Manager
for Fixed Income. She later joined Barclays Corporate and Investment Bank in 2011 where she worked as the
Senior Finance Business Partner covering the Barclays Corporate business across Western Europe.
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She subsequently worked as the Regional Chief Financial Officer for West Africa at Old Mutual from 2014 – 2017
as the business expanded. She was the Global Head of Financial Planning, Analysis and Control at AXA XL, before
joining Access Holdings Plc as the Group Chief Financial Officer in 2022. Mrs Olufemi graduated with a Second-
Class Upper Bachelor’s Degree in Economics and Accounting from CASS Business School London (2002). She
qualified as a Chartered Accountant in 2005 and obtained an MBA from Durham Business School UK. She’s
currently undertaking a Doctorate in Business Administration (DBA) with a focus on Leadership. She is a Fellow
of the Association of Chartered & Certified Accountants (FCCA), an alumnus of the University of Oxford Saïd
Business School UK and the Centre for Creative Leadership, Switzerland, where she has completed various
Executive Management Programmes in Leadership.
Mr. Amaechi Okobi - Chief Brand and Communication Officer

Mr. Amaechi Okobi is the Chief Brand and Communications Officer for Access Corporation. In this role, he
oversees the positioning of the Access Corporation brand, including all banking and non-banking subsidiaries,
across various markets. Prior to this role, Mr. Amaechi Okobi served as the Group Head of Corporate
Communications for Access Bank, a position he held since joining the organisation in 2014. Mr. Amaechi Okobi
is a marketing and communications professional with over twenty-five (25) years of experience with global and
Nigerian retail brands such as Revlon Inc., Nigerian Breweries Plc, Globacom Ltd, and Diageo Plc. His experience
cuts across marketing; communications; brand management; market growth strategy; reputation management;
and public relations.
Mr. Amaechi Okobi recently led the communications and media relations efforts for CACOVID (the Coalition
Against COVID-19), a special task force comprising leadership from the CBN; Deposit Money Banks and key
stakeholders in Nigeria’s private sector, which was established to support Nigeria’s private and public
healthcare’s efforts towards alleviating the effects of the pandemic. Mr. Amaechi Okobi obtained a Bachelor of
Arts degree in Business Administration from the George Washington University, Washington DC (1995), and has
attended several professional development programs. He is a fellow of the National Institute of Marketing of
Nigeria (NIMN) and an Honorary Senior Member of the Chartered Institute of Bankers of Nigeria (CIBN).
He has received other recognitions, including ‘Corporate Communications Professional of the Year Award’ at the
Corporate Communications Awards, 2017; ‘Most Outstanding Corporate Communications Professional
(Financial Services)’ at the 2021 Brandcom Awards; and ‘COVID-19 Response Banker of the Year’ at the 2021
CIBN Annual Bankers’ Dinner.
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8. LETTER FROM THE DIRECTORS ON THE ISSUER’S GOING CONCERN STATUS
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9. LETTER FROM THE AUDITORS ON THE ISSUER’S GOING CONCERN STATUS
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10. HISTORICAL FINANCIAL INFORMATION
Financial Statements
10.1 STATEMENT OF COMPREHENSIVE INCOME OF THE GROUP

2023 2022 2021 2020 2019
in millions of Naira
Interest income calculated using effective interest rate 1,564,281 769,960 519,466 425,666 453,550
Interest income on financial assets at FVTPL 90,067 57,506 82,234 63,551 83,297
Interest expense (958,988) (467,834) (300,243) (226,267) (259,618)
Net interest income/(expenses) 695,360 359,632 301,458 262,950 277,229
Net impairment charge on financial assets (139,528) (197,790) (83,213) (62,893) (20,189)
Net interest income after impairment charges 555,832 161,842 218,245 200,057 257,040
Fee and commission income 277,472 197,586 158,916 116,700 91,845

Fee and commission expense (69,691) (51,851) (40,589) (23,127) (17,798)
Net fee and commission income 207,781 145,735 118,596 93,573 74,047
Net gains on financial instruments at fair value 512,362 281,304 44,780 122,690 66,102
Net foreign exchange gain/(loss) 17,254 34,500 101,101 (7,568) (83,876)
Net gain/(loss) on fair value hedge (Hedging
99,314 19,742 (872) (795) -
ineffectiveness)
Other operating income 33,074 26,800 63,412 44,474 55,836
Profit/(Loss) on disposal of subsidiaries - (397) - - -
Bargain purchase from acquisition - - 2,484 - -
Personnel expenses (167,903) (116,621) (96,707) (73,173) (76,964)
Depreciation (45,159) (30,584) (29,171) (27,615) (21,233)
Amortisation and impairment (18,804) (13,839) (12,974) (9,913) (7,928)
Other operating expenses (465,665) (341,315) (232,287) (215,807) (151,098)
Share of profit of investment in associate 914 513 93 - -
Profit before tax 729,001 167,680 176,700 125,922 111,926
Income tax (109,677) (14,778) (16,485) (19,912) (17,869)
Profit for the Period from Continuing Operations 619,324 152,902 160,215 106,010 94,057
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10.2 STATEMENT OF FINANCIAL POSITION OF THE GROUP
2023 2022 2021 2020 2019
Assets
Cash and balances with banks 3,059,186 1,969,783 1,487,665 723,873 723,064
Investment under management 51,218 39,502 34,942 30,451 28,292
Non pledged trading assets 209,208 102,690 892,508 207,952 129,819
Derivative financial assets 2,191,511 402,497 171,332 251,113 143,521
Loans and advances to banks 880,535 455,709 284,548 392,821 152,825
Loans and advances to customers 8,037,723 5,100,807 4,161,363 3,218,107 2,911,580
Pledged assets 1,211,643 1,265,279 344,537 228,546 605,556
Investment securities 5,342,157 2,761,072 2,270,338 1,749,549 1,084,604
Investment properties 437 217 217 217 927
Restricted deposit and other assets 4,977,550 2,424,597 1,707,290 1,548,891 1,055,510
Statutory reserve investment 4,156 3,515 - - -
Pension protection fund investment 1,264 651 - - -
Investment in associates 8,424 7,510 2,641 - -
Property and equipment 424,702 298,351 247,734 226,479 211,214
Intangible assets 170,724 109,087 70,332 69,190 62,480
Deferred tax assets 42,976 15,095 13,781 4,240 8,808
26,613,414 14,956,362 11,689,228 8,651,429 7,118,200
Asset classified as held for sale
75,417 42,039 42,737 28,319 24,958
Total assets 26,688,831 14,998,402 11,731,965 8,679,748 7,143,158
Liabilities
Deposits from financial institutions 4,437,187 2,005,316 1,696,521 958,397 1,186,356
Deposits from customers 15,322,753 9,251,238 6,954,828 5,587,418 4,255,837
Derivative financial liabilities 475,999 32,737 13,953 20,881 6,886
Current tax liabilities 24,518 5,594 4,643 2,160 3,531
Other liabilities 1,727,312 769,694 560,708 379,417 324,334
Deferred tax liabilities 25,710 1,872 11,652 14,877 11,273
Debt securities issued 585,024 307,253 264,495 169,160 157,988
Interest-bearing borrowings 1,896,117 1,390,029 1,171,260 791,455 586,603
Retirement benefit obligation 8,577 3,277 3,877 4,941 3,609
Total liabilities 24,503,197 13,767,010 10,681,937 7,928,706 6,536,417
Equity
Share capital and share premium 251,811 251,811 251,811 251,811 251,811
Additional Tier 1 Capital 206,355 206,355 206,355 - -
Retained earnings/(Accumulated
deficit) 715,131 408,702 397,272 252,397 221,666
Other components of equity 936,788 341,716 171,112 239,494 124,734
Total equity attributable to owners of
the parent entity 2,110,085 1,208,584 1,026,550 743,703 598,211
Non controlling interest 75,549 22,807 23,478 7,339 8,529
Total equity 2,185,634 1,231,391 1,050,028 751,042 606,740
Total liabilities and equity 26,688,831 14,998,402 11,731,965 8,679,748 7,143,157
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10.3 STATEMENT OF CASH FLOWS OF THE GROUP
2023 2022 2021 2020 2019
Cash flows from operating activities

Profit before income tax including
discontinued operations 729,001 166,980 176,700 125,922 111,926
Adjustments for:
Depreciation 45,159 30,583 29,139 27,615 21,233
Amortisation 18,804 13,838 12,974 9,913 7,928
Fair value gain on investment property (220) - - - (25)
Gain on disposal of property and equipment (371) (1,123) (107) (1,987) (595)
Loss on lease modification 45 329 410 522 63
Fair value gain on financial assets at FVPL (193,175) (3,628) (12,791) (36,778) (11,237)
Gain on disposal of investment securities (93,675) (111,380) (168,413) (34,270) (2,266)
Impairment of FVOCI debt 139,528 - - - -
Impairment on financial assets 687 197,790 83,213 62,893 20,164
Additional gratuity provision 1,713 5,769 434 948 775
Restricted share performance plan expense 444 1,871 1,722 818 1,092
Write-off of property and equipment 135 204 59 117 167
Write-off of intangible assets (914) 1,040 (146) - -
Share of profit from associate - (513) (93) - -
Non-cash recoveries - - (32,764) - -
Bargain purchase from acquisition (695,360) - (2,484) - -
Net interest (income)/expenses (3,569) (359,631) (301,219) (262,950) (278,117)
Write-off of non-current asset held for sale - - (87) - -
Foreign exchange loss/(gain) on revaluation (17,254) (34,500) (101,101) 52,234 19,053
Profit/(Loss) on disposal of assets held for - - - 199
-
sale
Loss on de-recognition of ROU assets - 5,661 356 363 -
Fair value of derivative instruments excl.
(225,512)
hedged portion (166,296) 136,424 - -
Dividend income (5,223) (3,672) (3,043) (2,320) (2,576)
Net gain on fair value hedge (Hedging (19,742) 872 (93,597) -
(99,178)
ineffectiveness)
Loss from discontinued operations - 700 (120) - -
Change arising from goodwill reassessment 7,848 (83) - - -
(Loss)/Gain on disposal of investment - - (40) 154
-
property
Profit/(Loss) on disposal of subsidiaries - 397 - - -
(391,087) (275,406) (180,065) (150,596) (112,062)
Changes in operating assets
Changes in non-pledged trading assets (147,102) 714,467 188,277 (75,618) (71,290)
Changes in pledged assets 56,992 (630,837) (39,536) (56,998) 476,528
Changes in other restricted deposits with (372,138) (153,538) 44,916 (44,514)
476,693
central banks
Changes in loans and advances to banks and (1,131,541) (478,148) (738,763) (282,896)
(3,758,610)
customers
Changes in restricted deposits and other (443,057) (24,359) (514,858) (62,625)
(3,572,252)
assets
Fair value of derivative financial instruments - - - - (13,083)
Changes in operating liabilities

Changes in deposits from banks 2,366,907 238,422 409,786 (233,369) 129,335
Changes in deposits from customers 5,919,894 2,279,298 944,676 1,309,403 653,012
Changes in other liabilities 948,099 461,695 141,511 45,992 18,524
Interest paid on deposits to banks and (357,958) (222,811) (181,995) (226,143)
customers (720,581)
Interest received on loans and advances and 481,231 398,937 468,468 331,479
1,219,456
non-pledged trading assets
Payment to gratuity benefit holders (120) - - - (415)
2,398,290 964,177 984,730 (83,417) 794,294
Payment out of retirement benefit (8,029) - - -

-
obligation
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Income tax paid (69,462) (20,512) (22,838) (12,166) (14,687)
Net cash generated from operating 935,636 961,892 (95,583) 779,607
activities 2,328,828
Cash flows from investing activities

Net acquisition of investment securities (1,981,645) (2,219,566) (1,480,360) (6,043,120
(3,675,797)
)
Interest received on investment securities 764,151 279,436 125,319 101,587 89,683
Transfer from/additional investment in fund (2,945) (79) (2,174) (1,363)
(3,681)
manager
Dividend received 5,223 3,672 3,043 2,320 2,576
Acquisition of property and equipment (152,082) (77,421) (40,837) (33,069) (37,506)
Proceeds from the sale of property and 16,747 5,001 13,039 994
29,684
equipment
Capital expenditure on investment property - - - - (2)
Acquisition of intangible assets (51,957) (18,307) (8,031) (10,219) (7,793)
Proceeds from disposal of asset held for sale 1,957 8,384 995 2,010 1,746
Proceeds from sale of investment properties - - - 750 200
Acquisition of assets held for sale - - - - -
Proceeds from matured/disposed 1,189,922 1,263,372 957,704 449,279
2,200,202
investment securities
Proceeds from sale of investment securities - - - - 5,212,067
Proceeds from disposal of subsidiary - 2,000 - - 10,619
Additional investment in associate - (4,356) (2,032) - -
Additional investment in subsidiaries - - - - -
Net cash acquired on business combinations - - 59,062 3,392 30,262
Net cash paid to acquire new subsidiary 39,121 (38,764) - - -
Pension Protection Fund Investment - (1,995) - - -
Net cash generated from investing activities (843,179) (625,271) (813,753) (445,020) (292,357)
Cash flows from financing activities

Interest paid on interest bearing borrowings
and debt securities issued (114,218) (68,961) (55,857) (40,061) (44,940)
Net proceeds from interest bearing - - 256,016 103,231
-
borrowings
Proceeds from interest bearing borrowings 310,975 682,981 429,362 - -
Proceeds from Additional Tier 1 capital - 206,355 - -
140,675
issued
Payments on Issuing cost of Additional Tier 1 (14,441) (2,607) - -
(57,884)
capital
Repayment of interest bearing borrowings (776,917) (509,479) (114,479) (75,582) -
Net proceeds of debt securities issued - - - - (216,208)
Repayment of debt securities issued - (123,972) - -
Repayment of debt securities issued - - - -
Increase in borrowings - - - - -
Lease payments 139,692 (32,106) - - -
Proceeds from debt securities issued (7,378) 21,887 208,961 - -
Lease payments - - (6,532) (2,194) -
Purchase of own shares (310) (4,700) (2,016) (2,234) (2,331)
Equity cost of share transfer - (692) - - -
Debt securities issued - - - - 45,000
Dividends paid to owners (57,417) (33,322) (30,213) (23,104) (17,773)
Net cash generated from/(used in) 41,167 509,002 112,841 (133,020)
(422,783)
financing activities
Net increase in cash and cash equivalents 1,062,866 351,530 657,141 (427,762) 354,230
Cash and cash equivalents at beginning of 1,528,924 837,847 1,226,031 864,565
1,933,428
period
Net increase in cash and cash equivalents 1,062,866 351,529 657,144 (426,106) 354,230
Effect of exchange rate fluctuations on cash 52,974 33,933 37,922 7,236
656,631
held
Cash and cash equivalents at end of period 3,652,924 1,933,427 1,528,924 837,847 1,226,031
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11. RISK FACTORS
Accepting shareholders should consider all the information in this Rights Circular, including the following risk
factors, before deciding to accept delivery of the new shares. If the risks described below materialise, the Issuer's
business, results of operations, financial condition and/or prospects could be materially adversely affected, which
could cause the value and trading price of its ordinary shares to decline, resulting in a loss of all or part of any
investment in the ordinary shares of Access Holdings Plc.
The following risk factors do not purport to be an exhaustive list or explanation of all the risk factors involved in
investing in Access Holdings Plc and they are not set out in any order of priority. In particular, the Issuer’s
performance might be affected by changes in market and economic conditions and legal, regulatory, or tax
requirements. If such changes were to occur, the price of the shares may decline and investors could lose all or
part of their investment. Additionally, there may be further risks of which the Issuer is not aware of or believes
to be immaterial which may, in the future, adversely affect the Issuer’s business and the market price of its shares.
Investment in the shares will involve risks. The shares may not be suitable for all recipients or be appropriate for
their circumstances. You should carefully consider, bearing in mind your financial resources, whether investing in
Access Holdings Plc is suitable for you. An investment in the shares is only suitable for financially sophisticated
investors who can evaluate the merits and risks of such an investment and who have sufficient resources to be
able to bear any losses, which may arise (which may be equal to the whole amount invested).
11.1 COUNTRY RISKS

The Issuer’s operations are predominantly conducted in Nigeria, where most of its customers also reside.
Accordingly, the Issuer’s business, the result of operations, and/or financial condition depend significantly on the
economic and political conditions prevailing in Nigeria. There is a risk that changes in the macroeconomic and
political climate of the country may adversely affect the value of the Issuer’s securities.
There are risks related to political instability, security, religious differences, ethnicity and regionalism in
Nigeria.
In recent times, Nigeria has witnessed considerable unrest, terrorism, and political and religious conflicts.
Divisions based on geography can be magnified by religious differences, particularly between the North, which
has a predominantly Muslim population, and the South, which has a predominantly Christian population. These
regional affiliations have in the past contributed to and may continue to contribute to political and religious
tension. Tribalism has also been a major issue in Nigeria for decades as the country is home to over two hundred
and fifty (250) ethnic groups, each with its unique culture and traditions. Insecurity is another challenge that
Nigeria is grappling with. Sectarian conflicts in the Middle Belt and Northern Nigeria continue to pose a threat to
Nigeria’s security.
Additionally, there is a growing sense of discontent, particularly among the youth, who are frustrated with the
government’s inability to address the country’s numerous challenges. This could manifest in the form of protests
or violence, which could threaten the country’s stability. Until the Federal Government can address the root of
the problems that contribute to these challenges (such as poverty, low level of education, religious intolerance,
weak enforcement of law and order, and insecurity), these risks are expected to remain prominent in the country.
Macroeconomic risks may result in the decline in Issuer’s performance.

With oil revenues comprising a substantial portion of export income, Nigeria’s finances are impacted by
fluctuations in crude oil prices, a factor largely beyond its control. Another pressing macroeconomic risk is the
persistent rise in inflation, which rose to 31.7% in February 2024, driven by surging food and fuel prices. The
Issuer is directly affected by the concurrent challenges of elevated inflation and increasing interest rates, which
have a direct impact on both its operational and financial activities. Moreover, the continual depreciation of the
Naira exposes the Issuer to potential losses arising from its unhedged foreign currency positions.
In the fiscal year 2023, the USD/NGN Foreign Exchange (FX) rate exhibited notable volatility, attributed to
heightened demand for forex and supply shortages. The devaluation of the Naira amplifies the cost of meeting
the Issuer’s foreign currency obligations. Depending on the extent of exposure, the Issuer may be compelled to
seek alternative funding avenues to support its balance sheet, with potential implications on shareholder equity,
including the potential dilution of shareholdings. Further downgrades to Nigeria’s sovereign ratings or outlook
could impair the Group’s access to funding, increase its costs of capital and weaken its competitive position.
Following the CBN’s Monetary Policy Committee’s (the “Committee” or the “MPC”) meetings on the 25th and
26th of March 2024, the decision was taken to tighten monetary policy, in response to mounting inflationary
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pressure, by raising MPR from 22.75% to 24.75%. Additionally, the Cash Reserve Ratio (CRR) of commercial banks
was retained at 45%, and the liquidity ratio was maintained at 35%. In reaching its decision to raise MPR, the
MPC considered (i) the ongoing escalation in headline inflation to 31.70%, an increase of 180bps from the
January 2024 inflation results, primarily driven by soaring food prices due to supply shortages with high logistics
and distribution costs; and (ii) recent stability observed in the FX market, attributed to the intermittent
interventions by the CBN and the payment of verified foreign currency obligations.
The higher interest rate environment risks dampening economic growth in 2024, given that across the banking
sector commercial banks have raised their lending rates in line with the increase in MPR. A higher interest rate
environment will lead to a reduction in the availability of consumer credit. In such an environment the Group's
customers will need to adjust to higher borrowing costs by reducing their expenditures, resulting in lower
aggregate demand and contributing to slower economic growth in the short-to-medium term. The Group’s
growth prospects therefore remain sensitive to the extent the CBN is prepared to tighten monetary policy in the
coming years.
11.2 BUSINESS RISKS

These are risks associated with the business activities of companies operating in the financial services sector in
Nigeria.
The Issuer may not be successful in implementing its strategic plans.

There can be no assurance that Access Holdings will be able to achieve its major strategic objectives, which may
be affected by market conditions, potential legal and regulatory impediments and other factors, beyond its
reasonable control. Any failure by the Corporation to achieve its strategic objectives could have a negative impact
on the Corporation's ability to meet its future growth plans, as well as on its business, results of operations
and/or prospects.
The Issuer’s risk management and internal control policies and procedures may leave it exposed to unidentified
or unanticipated risks.
The Issuer's risk management techniques and internal control policies and procedures may not be fully effective
in mitigating its risk exposure in all market environments or against all types of risk, including risks that are
unidentified or unanticipated.
There are risks associated with corporate governance standards in Nigeria.

As a non-operating financial holding company in Nigeria, Access Holdings operates under a highly regulated
regime and is subject to the Banks and Other Financial Institutions Act 2020, CBN Prudential Guidelines, circulars
and other directives by the CBN. The Issuer is also required to comply with the Nigerian Code of Corporate
Governance, propagated by the Federal Ministry of Trade and Investment in January 2019. The Issuer is required
to adhere to the CBN’s regulations, failing which the Issuer risks incurring regulatory sanctions by the CBN or any
other regulators.
Changes in the regulatory landscape of Nigeria’s banking system could have a material adverse effect on the
Group’s performance.
In response to prevailing macroeconomic challenges resulting from external and domestic economic shocks, the
CBN issued a circular on 28 March 2024 to review the minimum capital requirement for commercial, merchant,
and non-interest banks in Nigeria. Accordingly, the minimum capital requirement for internationally licensed
commercial banks was revised upwards from N50 billion to N500 billion.
Under the new regulatory regime, this capital requirement can only be met by (i) the injection of fresh capital
through private placements, rights issues or offers for subscription; (i) mergers and acquisitions; or (iii) upgrading
or downgrading a bank’s operational license. Furthermore, the CBN mandated that any addition to a bank's
minimum capital shall not be based on shareholders’ funds, and additional tier 1 capital shall not be eligible for
the purpose of meeting the new requirement. All banks are required to meet the new minimum capital
requirements by March 31, 2026.
Following the new minimum capital requirements, the Group instantly found itself in a regulatory capital deficit
of N248.19 billion, without recourse to its N715.13 billion in retained earnings. Whilst the Group remains
confident that it would raise equity more than the amount required to meet the new regulatory minimum
requirements, these revisions to bank minimum capital requirements by the CBN highlight how susceptible the
Group remains to change in regulatory or government policy.
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Given that the Group is subject to extensive regulation and supervision in relation to the levels of capital in its
business, and how the regulatory capital is calculated, further changes could have a materially adverse effect on
the Group’s financial results and prospects.
The Group may make acquisitions and/or significantly expand its branch network
The Group may make acquisitions and/or significantly expand its branch network by opening new domestic and
foreign branches and by establishing foreign subsidiaries in the future. The Group intends to further expand its
network in other high-impact economies in Africa.
The degree of expansion of the Group’s activity may put new demands and pressures on its management and
systems. For instance, such activities in the past have required and, if this growth continues, will require, a
significant allocation of capital and management resources, further development of the Group’s financial,
internal controls and information technology systems, continued upgrading and streamlining of its risk
management systems and additional training and recruitment of management and other key personnel. In
addition, expansion into unfamiliar markets could expose the Group to further regulatory and/or market risks.
Management of the Group’s growth has required significant managerial and operational resources and has
increased the overall complexity of the Group’s business and such demands will continue to increase with the
expansion of the Group’s business.
11.3 CREDIT RISKS
The high credit risk of Nigerian borrowers and the lack of a fully developed central credit bureau in Nigeria
may adversely affect the Group's loan portfolio.
As a substantial portion of its activities and services are conducted in Nigeria, Access Holdings is subject to the
credit risk that Nigerian borrowers may not make payments of principal and interest on loans in a timely manner,
if at all. The credit risk of Nigerian borrowers is relatively high when compared to borrowers from developed
markets due to the stage of maturity of the Nigerian market and uncertainties inherent in the political, economic,
legal and regulatory environment and the higher risk of fraud. Additionally, the current legal and administrative
framework for ownership and transfer of land in Nigeria makes it difficult and expensive for landowners to
register land rights and therefore it is difficult for them to pledge their land ownership rights as collateral. The
risk inherent to Nigerian borrowers creates higher potential losses through Access Bank’s loan portfolio which
banks in more developed countries may be immune to. Such losses, if material, could have a severe adverse
effect on the Corporation's financial condition, liquidity and/or results of operations.
The Group’s main banking subsidiary has short-term deposits as its source of funding, which may result in
liquidity shortfalls.
The Issuer’s major subsidiary, Access Bank Plc, primarily relies on short-term deposits for its funding, which could
lead to liquidity shortfalls. Loss of consumer confidence in the Group’s business or in banking businesses
generally, among other things, could result in unexpectedly high levels of customer deposit withdrawals, which
could have a material adverse effect on the Group’s results, financial condition and liquidity prospects.
A common characteristic of banks is the disparity between the short maturities of their liabilities and the long-
term nature of their assets, known as maturity transformation. This discrepancy exposes the institution to
liquidity risk, inherent in banking operations and is exacerbated by various factors, including dependency on
specific funding sources, changes in credit ratings, and broader market instabilities such as financial turmoil or
natural disasters.
Current liquidity conditions may suffer due to unfavorable market situations and borrowers' inability to meet
loan obligations promptly. Unforeseen financial events or significant declines in asset values may render assets
held for liquidity purposes illiquid, necessitating the Bank to seek alternative funding avenues for its operations
and anticipated growth.
The Bank also faces the risk of sudden and substantial withdrawal of deposits by clients, particularly during
circumstances beyond its control, such as severe economic downturns, diminished consumer confidence,
distrust in financial institutions, or periods of socioeconomic or political turbulence.
11.4 INTEREST RATE RISKS
The Group’s banking operations is subject to interest rate risk in its banking and trading books
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The Issuer’s major subsidiary, Access Bank Plc, is susceptible to interest rate risk due to the presence of interest-
bearing assets and liabilities within its banking portfolio. Interest rate risk is a common challenge encountered
by all banks, capable of adversely affecting net interest income. This risk stems from the typical structure of
banks, wherein liabilities often possess short maturities while assets tend to be long-term, as discussed earlier.
Consequently, when short-term interest rates surge, the cost of funding escalates, thereby compressing banks'
profit margins. Fluctuations in interest rates exert influence over earnings, asset valuation, liability management,
off-balance sheet exposures, and cash flow dynamics. In addition, the Bank is subject to interest rate risk within
its trading book, representing the potential for losses stemming from fluctuations in equity prices, foreign
exchange rates, commodity prices, and other market-determined factors.
11.5 INDUSTRY RISKS
The Group faces increased levels of competition in the Nigerian banking and pension industries.
The Nigerian banking and financial services sector is characterised by intense competition, with Access Holdings
encountering rivalry from various institutions across different segments and regions of operation. Despite a track
record of sustained and profitable expansion, there remains the possibility that the Corporation might struggle
to sustain or enhance its market standing. Also, such increased competition may affect the implementation of
the Group’s strategies and their anticipated outcomes or require an adjustment of the Issuer’s current strategies
or business model to react to prevailing market conditions and the competitive landscape in Nigeria’s banking
industry.
The Nigerian entity operates in an environment where regulatory changes by the CBN may materially affect
its profitability.
Any forthcoming regulatory adjustments implemented by the Central Bank of Nigeria (CBN) hold the potential
to impact the entire Nigerian banking sector significantly and unfavourably, thereby exerting a material adverse
influence on the bank's business operations, financial performance, overall financial health, cash flows, and
liquidity position.
11.6 CURRENCY RISKS
This Issuer is subject to foreign exchange risk and is affected by changes in the value of the Naira against other
currencies.
The CBN has historically sought to maintain the exchange rate between the Naira and the United States Dollar
within a narrow band with periodic adjustments. However, in recent times, the Naira has depreciated
significantly against the US Dollar due to the removal of the fixed exchange rate regime by the CBN. The Issuer,
through its subsidiary Access Bank Plc, is exposed to foreign exchange risk, because of adverse movements in
exchange rates, primarily through its loan and deposit portfolios that are denominated in foreign currencies and
through acting as an intermediary in foreign exchange transactions between central and commercial banks. Such
risk, if material, would have a material adverse effect on the Issuer's financial condition, liquidity and/or results
of operations.
11.7 LEGAL RISK
The potential hazards stemming from the Group's contractual commitments

This encompasses the Group’s vulnerability to litigation that these contracts may entail. Failure to mitigate these
risks could lead to the gradual erosion of the Group's value. Additionally, the Group faces exposure to various
risks concerning its permits, licenses, and approvals necessary for its operations. Should any of its subsidiaries
fail to renew, obtain, or adhere to these permissions, or if they face suspension, termination, or amended
conditions, it could disrupt the operations of that subsidiary and impact the Group's financial standing.
11.8 ENVIRONMENTAL RISKS
These are losses that may arise due to significant natural occurrences in the environment.
The operations of the Issuer are exposed to certain environmental challenges, which include but are not limited
to pollution, environmental degradation, global warming, severe flooding and other natural hazards. The nature
of environmental risks is that they are often sudden, unpredictable and unforeseeable. While the Issuer feels
that it has sufficient process and safety measures in place to prevent and effectively respond to accidents that
may occur because of changes in the environment, there is no guarantee that such processes will prevent all
accidents, which may impose a variety of liabilities and adversely affect the Issuer’s business.
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11.9 OPERATIONAL RISKS INHERENT IN BANKING
Operational risk is the potential for loss resulting from inadequate or failed internal processes, people and
systems or from the impact of external events, including cyber security, legal risks or failure to comply with legal
or regulatory requirements, information technology failures or outages, cyber security breaches, external and
internal fraud, and risks concentrated in critical third-party vendors. Therefore, failures in the Group’s internal
processes and procedures including information technology or equipment failures and other operational risks
could have a material adverse effect on the Group’s results, financial condition and prospects and could result
in reputational damage. Given that the Corporation depends on information technology systems to process large
volumes of transactions, and to store and process significant volumes of operating data, any disruptions or
failures in these systems could severely impede the Corporation's ability to conduct its operations effectively
and efficiently.
11.10 FORCE MAJEURE

The Group’s business operations could be adversely affected or disrupted by natural disasters (such as floods,
fires, sandstorms or windstorms) or other catastrophic or otherwise disruptive events, including, but not limited
to:
 changes to predominant natural weather, hydrologic and climatic patterns;

 major accidents, including chemical or other material environmental contamination;
 acts of terrorism and communal violence;
 construction and repair work carried out by third parties without proper care; and
 Power loss or insufficient power supply.
The unfolding of any of these events, or similar occurrences, holds the potential to disrupt the Group’s business
operations partially or entirely. It may also escalate the expenses linked with service provision due to factors
such as remedial efforts. Additionally, such events may expose the Corporation to liabilities, tarnish its corporate
brand and reputation, and impede the smooth functioning of its operations, thereby substantially impacting its
financial standing and operational efficiency.
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12. USE OF PROCEEDS
The continued growth of Access Holdings Plc and its flagship subsidiary, Access Bank Plc is dependent on a
suitable capital base inclusive of robust capital buffers. The impact of the current macroeconomic headwinds
and the upcoming full implementation of Basel III, and the revision by the CBN to the minimum paid common
equity capital of banks has made it imperative for Access Bank to increase its capital base, with specific focus on
additional Common Equity Tier 1 Capital.
Consequently, Access Holdings will primarily deploy most of the net proceeds of the Rights Issue as additional
investment in Access Bank Plc in exchange for the issuance of ordinary shares by Access Bank Plc to Access
Holdings. The additional investment by Access Holdings in Access Bank will:
i) enhance Access Bank’s capital adequacy, in compliance with the regulatory capital requirements,
thereby deepening the Bank’s ability to withstand systemic shocks;
ii) strengthen the fortress balance sheet of the Bank, allowing it to meet the growth needs of the Bank
and its banking subsidiaries, in line with the Group’s medium-term strategic objectives.
The net issue proceeds estimated at N343,091,495,029.73 (after deducting issue costs of N7,917,607,987.52
representing 2.26% of the Issue) will be utilized to support growth need for Access Bank Plc as stated below:
Completion
Use of Proceeds Amount (N) %
Period
Investments in enhancing distribution and
product channels
1. Investments in new branches (Lagos, Port
24,016,404,652.08 7.0% 24 months
Harcourt, and Abuja)
2. Investments in ATMs and PoS Machines 17,154,574,751.49 5.0% 24 months
3. Branch and ATMs renovations and upgrade 10,292,744,850.89 3.0% 24 months
Sub-total 51,463,724,254.46 15.0%
Investment in IT Infrastructure upgrades and

development
1. Additional investment in network
41,170,979,403.57 12.0% 36 months
infrastructure
2. Investment in Cyber Security Capabilities 27,447,319,602.38 8.0% 36 months
Sub-total 68,618,299,005.95 20.0%
Local and international business expansion

1. Lending to Corporate and Commercial
154,391,172,763.37 45.0% 36 months
business segment
2. Lending to Retail business segment 51,463,724,254.46 15.0% 36 months
3. Lending to the SME Customers 17,154,574,751.49 5.0% 36 months
Sub-total 223,009,471,769.32 65.0%
Total Net Proceeds 343,091,495,029.73 100.0%
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13. MARKET PRICE INFORMATION
The Corporation’s shares are listed on the NGX. The annual high and low market prices of the Corporation’s
shares for the five years to December 31, 2023 are shown below2:
Year N High (date) N Low (date)
2019…………………………………………………………………………… 11.00 (Nov 15) 5.20 (Oct 1)
2020…………………………………………………………………………… 12.00 (Jan 8) 5.30 (Mar 23)
2021…………………………………………………………………………… 9.95 (Oct 13) 7.05 (Apr 27)
2022…………………………………………………………………………… 10.60 (Feb 11) 7.50 (Oct 26)
2023…………………………………………………………………………… 24.50 (Dec 27) 8.40 (Mar 17)
The monthly high and low market prices of the Corporation’s shares on NGX for each of the twelve months Year-
to-Date ending April 2024 are presented in the table below:
Month N High (date) N Low (date)
May 2023…………………………………………………………………. 12.75 (May 31) 9.60 (May 12)
June 2023…………………………………………………………………. 16.60 (Jun 30) 12.00 (Jun 1)
July 2023…………………………………………………………………… 19.85 (Jul 10) 14.50 (Jul 14)
August 2023……………………………………………………………… 17.95 (Aug 3) 15.85 (Aug 24)
September 2023………………………………………………………. 18.80 (Sep 4) 14.45 (Sep 12)
October 2023…………………………………………………………… 17.15 (Oct 31) 15.65 (Oct 11)
November 2023……………………………………………………….. 18.35 (Nov 27) 17.10 (Nov 7)
December 2023……………………………………………………….. 24.50 (Dec 27) 17.95 (Dec 1)
January 2024……………………………………………………………. 30.70 (Jan 18) 22.70 (Jan 31)
February 2024……………………………………………………………. 27.40 (Feb 2) 16.10 (Feb 29)
March 2024………………………………………………………………… 25.00 (Mar 26) 19.80 (Mar 8)
April 2024………………………………………………………………… 25.00 (Apr 2) 16.00 (Apr 25)
2 Share prices before 2021, when Access Holdings Plc was incorporated, relate exclusively to Access Bank Plc.
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14. STATUTORY AND GENERAL INFORMATION
14.1 INCORPORATION & SHARE CAPITAL HISTORY

Access Holdings Plc was incorporated on February 10, 2021 as a public limited company. The Company was listed
on the NGX in March 2022. The share capital of the Corporation as of the date of this Rights Circular is
N17,772,612,811 (Seventeen Billion, Seven Hundred and Seventy-Two Million, Six Hundred and Twelve
Thousand, Eight Hundred and Eleven Naira) comprising 35,545,225,622 (Thirty-Five Billion, Five hundred and
Forty-Five Million, Two Hundred and Twenty-Five Thousand, Six Hundred and Twenty-Two) Ordinary shares of
N0.50 each. The changes in the share capital of the Corporation since inception are summarised below:
Date Par Value of

No. of Shares Increase Cumulative Consideration/Method of Issue
Issued each share
Feb 10,
2,000,000 N1.00 - 2,000,000 Capital at incorporation
2021
Mar 4, Subdivision of shares from 2 million
2,000,000 N0.50 2,000,000 4,000,000
2021 ordinary shares of N0.50 kobo each
Migration from Access Bank Plc via a
Mar 10, Scheme of Arrangement and
35,545,225,622 N0.50 - 35,545,225,622
2022 surrendering of the 4 million
Company shares
2024 35,545,225,622 N0.50 - 35,545,225,622 No change
14.2 SHAREHOLDING STRUCTURE

As at the date of this Rights Circular, the Corporation’s issued and fully paid share capital was N17,772,612,811
comprising of 35,545,225,622 Ordinary Shares with a nominal value of N0.50 each.
As of the date of this Rights Circular, the Corporation had approximately 924,894 shareholders with two (2)
shareholders owning more than a 5.0% shareholding.
The following table indicates the shareholders of Access Holdings Plc that held 5% or more of the outstanding
Ordinary Shares of the Corporation – as stated on the Register of Members – as at the date of this Rights Circular.
All holders of the Corporation’s Ordinary Shares have the same voting rights. The Corporation is not aware of
any arrangements that may result in a change of control.
Particulars of Shareholders No. of shares % holding

Stanbic Nominees Nigeria Limited(1) 3,263,298,782 9.18
Coronation Trustees Tengen Mauritius 2,528,528,411 7.11
Other Shareholders 29,753,398,429 83.71
Grand Total 35,545,225,622 100.00
Stanbic Nominees held the shares as custodian for various investors. Stanbic Nominees does not exercise any right over the underlying shares.
All the rights reside with the various investors on behalf of whom Stanbic Nominees carries out the custodian services.
14.3 DIRECTORS’ INTERESTS

The interests of the Directors of Access Holdings Plc in the issued share capital of the Corporation as recorded in
the Register of Members and as notified by them for the purpose of Section 301 (1) of CAMA, as at the date of
this Rights Circular, are as follows:
Names of Directors Direct Indirect Total

A. Aig-Imoukhuede 119,231,715 2,386,055,403 2,505,287,118
B.O. Agbede 27,692,398 - 27,692,398
O.B. Bamisebi 1,194,639 - 1,194,639
O. Kumapayi 35,473,941 - 34,473,941
R.M. Ogbonna 57,228,766 - 57,228,766
N.O. Olaghere 16,398,695 - 16,398,695
O.B. Ogbonnewo 7,519,297 - 7,519,297
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A.A. Jimoh - - -
F.B. Bello-Ismail - - -
The indirect holdings of Aig Imokhuede relate to the holdings of the underlisted companies:
Company # of shares
Coronation Trustees Tengen Mauritius 1,264,264,206
United Alliance Company of Nigeria Limited 537,734,219
Trust And Capital Limited 584,056,979
Grand Total 2,386,055,403
14.4 STATEMENT OF INDEBTEDNESS

As of December 31, 2023, the Group’s total indebtedness stood at N2,481,141,000,000 and consisted of the
following components:
Total Indebtedness (N) Millions

Debt Securities Issued 585,024
Interest-bearing borrowings 1,896,117
TOTAL 2,481,141
14.5 OFF-BALANCE SHEET ITEMS

As of December 31, 2023, the Corporation had the following off-balance sheet liabilities:
Off Balance Sheet Exposure (N) Millions

Transaction related bonds and guarantees 744,454
Clean line facilities for letters of credit and other commitments 1,645,678
TOTAL 2,390,131
14.6 RELATIONSHIP BETWEEN THE CORPORATION AND ITS ADVISERS

As at the date of this Rights Circular and in compliance with Rule 288(9) of the SEC Rules, we hereby state that
there is no shareholding relationship between Access Holdings Plc and the professional parties. However, the
Chairman of Access Holdings Plc has a controlling equity interest in Coronation Merchant Bank Limited and
Coronation Securities Limited, through Tengen Holdings Mauritius, a company he co-founded. Chapel Hill
Denham Advisory Limited and Chapel Hill Denham Securities Limited have been appointed to act in a joint
capacity with Coronation Merchant Bank Limited and Coronation Securities Limited, respectively while Guaranty
Trust Bank Limited has been appointed to act as Joint Receiving Bank with Coronation Merchant Bank Limited to
mitigate any potential conflicts of interest brought about by their relationship with the Issuer.
Other than as disclosed in this Rights Circular, there is no other relationship between Access Holdings Plc, its
respective directors, major shareholders, principal officers and the parties to the Offer, except in the ordinary
course of business.
14.7 COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE

Access Holdings is committed to implementing best practice standards of corporate governance. The Corporation
and its subsidiaries are governed under a framework that enables the Board to discharge its oversight functions
while providing strategic direction to the Corporation in line with statutory requirements. The subsidiaries
comply with the statutory and regulatory requirements of their host countries and align their governance
framework to that of Access Holdings.
The primary obligation of the Board of Directors is to ensure the profitability of the Corporation by collectively
directing the Corporation’s affairs, whilst meeting the appropriate interests of shareholders and other
stakeholders. The Board is the Group’s highest decision-making body responsible for governance. It operates on
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the understanding that sound governance practices are fundamental to earning the trust of stakeholders, which
is critical to sustainable growth.
The Board is aware of the Nigerian Code of Corporate Governance 2018 and has commenced the application of
the twenty-eight (28) principles enshrined in the Code. The Corporation's conviction is that good corporate
governance practices should be accorded a more practical approach to enhancing company ideals and
management performance.
The Group has a unitary board structure, with a separation of powers between the Chairman and the Group
Managing Director, in line with global best practices. As of the time of this report, the Board was composed of
nine Directors consisting of seven Non-Executive Director (two of which are independent) and two Executive
Directors one of whom is the Acting Group Chief Executive. The Non-Executive: Executive ratio was therefore
7:2, which guarantees objectivity and independence in its supervision over Management in line with best
practices.
The Board carries out its oversight function through its standing committees, each of which has a charter that
clearly defines its purpose, composition structure, frequency of meetings, duties, tenure and reporting lines to
the Board. The Chairman of the Board does not sit on any of the committees, in line with global best practice.
The Board’s six standing committees are:
i) Risk Management Committee, which assists the Board in fulfilling its oversight responsibility relating to
the establishment of policies, standards and guidelines for risk management and compliance with legal
and regulatory requirements;
ii) Audit Committee, which supports the Board in meeting its responsibilities relating to integrity of the
Group’s financial statements and the financial reporting process and the independence and
performance of the Corporation’s internal and external auditors;
iii) Governance, Nomination and Remuneration Committee, which advises the Board on its oversight
responsibilities in relation to compensation, benefits and all other human resource matters affecting
the Corporation;
iv) Finance and Investment Committee, which assists in monitoring the Group's strategy formulation and
implementation process; and oversees the Group’s investment planning, execution and monitoring
process; and periodically review the financial performance of the Group;
v) Digital & Information Technology Committee, which oversees the end-to-end digital delivery of the
Group’s products and services and monitors investments in the Group’s IT infrastructure and support
systems to ensure effective delivery of products and services; and
vi) Human Resources and Sustainability Committee, which advises the Board on its oversight
responsibilities in relation to the Corporation’s human resource policies, plans, processes, and
procedures as well as its sustainability practices.
The makeup of the Board’s standing committees is set out below:
Board Member BAC BGNRC BRMC BFIC BDITC BHRSC

Mr. Aigboje Aig-Imoukhuede
Ms. Bolaji Olaitan Agbede M M M M
Mr. Olanrewaju Babatunde Bamisebi M
Mr. Oluseyi Kolawaole Kumapayi M M
Mr. Roosevelt Michael Ogbonna M M M M
Mrs. Ojinika Nkechinyelu Olaghere M M C C
Mr. Olusegun Babalola Ogbonnewo M C VC VC M
Mr. Abubakar Aribidesi Jimoh C VC VC C VC
Ms. Fatimah Bintah Bello-Ismail VC C M M M
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Key:
C Chairman
VC Vice Chairman
M Member
BAC Board Audit Committee
BGNRC Board Governance, Nomination and Remuneration Committee
BRMC Board Risk Management Committee
BFIC Board Finance and Investment Committee
BDITC Board Digital & Information Committee
BHRSC Board Human Resources and Sustainability Committee
Access Holdings expects all its employees and directors to observe the highest level of probity in their dealings
with the Corporation and its stakeholders. The Corporation’s whistle-blowing policy covers internal and external
whistle-blowers and extends to the conduct of the stakeholders including employees, vendors, and customers.
It provides the framework for reporting suspected breaches of Access Holdings Plc’s internal policies, and laws
and regulations.
14.8 RELATED PARTY TRANSACTIONS

Transactions between the Corporation and its related parties are conducted at arm’s length and disclosed in
accordance with IAS 24 (Related Party Disclosures).
14.9 RESEARCH AND DEVELOPMENT

Through the Group’s R&D functions, Access Holdings seeks to maintain a sound basis for creating market-driven
products and services as well as provide unique offerings, wherever the Group has a presence.
14.10 COSTS AND EXPENSES

The costs and expenses of the Rights Issue including fees payable to SEC, NGX and professional parties, filing
fees, stamp duties, brokerage commission, printing and advertising costs and miscellaneous expenses are
estimated at N7,917,607987.52, representing 2.26% of the total amount to be raised.
14.11 MATERIAL CONTRACTS

A Vending Agreement dated July 2, 2024 under the terms of which the Issuing Houses have agreed, on behalf of
the Corporation, to offer to Existing Shareholders - by way of a Rights Issue - 17,772,612,811 Ordinary Shares of
N0.50 each at N19.75 per share on the basis of 1 new Ordinary Share for every 2 Ordinary Shares held in the
Corporation.
Other than as stated above, Access Holdings has not entered into any material contracts except in the ordinary
course of business.
14.12 DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents may be inspected at the offices of the Issuing Houses during normal business
hours on any weekday (except public holidays):
(a) The Rights Circular issued in respect of the Rights Issue;

(b) The Shareholders Resolution passed at the AGM, dated April 19, 2024, authorising the Rights Issue;
(c) The Board Resolution authorising the Rights Issue, dated May 16, 2024 passed at a meeting of the
Board of Directors;
(d) The Material Contracts referred to on page 44;
(e) Certificate of Incorporation of the Corporation;
(f) Memorandum and Articles of Association of the Corporation;
(g) Certified True Copy of the Certificate of Increase in Share Capital;
(h) Access Holdings’ Audited Financial Statements for each of the two (2) financial years ended
December 31, 2022 to 2023, and Access Bank’s Audited Financial Statements for each of the three
(3) years ended December 31, 2019 to 2021;
(i) Schedule of Claims and Litigations referred on page 47;
(j) Written consents referred to on page 45;
(k) CBN letter of No Objection;
(l) SEC Approval letter; and
(m) NGX Approval letter.
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The documents may be inspected at 10, Bankole Oki Street, Ikoyi, Lagos; 10 Amodu Ojikutu Street, Victoria
Island, Lagos; Plot 1698A, Jolayemi Street, Victoria Island, Lagos; 5 Okotie Eboh Street, Ikoyi, Lagos; 20 Gerrard
Road, Ikoyi, Lagos; 15 Ribadu Road , Off Awolowo Road, Ikoyi, Lagos; 6th Floor, The Wings Complex, East Tower,
17A Ozumba Mbadiwe Avenue, Victoria Island, Lagos; First City Plaza (6th Floor), 44 Marina, Lagos; I.B.T.C Place,
Walter Carrington Crescent, Victoria Island, Lagos; Plot 287, Ajose Adeogun Street, Victoria Island, Lagos; and
Plot 266B, Kofo Abayomi Street, Victoria Island, Lagos.
14.13 CONSENTS
The following have given and have not withdrawn their written consents to the issue of the Rights Circular:
Directors and Company Secretary Role
Mr. Aigboje Aig-Imoukhuede Chairman
Ms. Bolaji Olaitan Agbede Acting Group Chief Executive Officer
Mr. Olanrewaju Babatunde Bamisebi Executive Director
Mr. Oluseyi Kolawaole Kumapayi Non-Executive Director
Mr. Roosevelt Michael Ogbonna Non-Executive Director
Mrs. Ojinika Nkechinyelu Olaghere Non-Executive Director
Mr. Olusegun Babalola Ogbonnewo Non-Executive Director
Mr. Abubakar Aribidesi Jimoh Independent Non-Executive Director
Ms. Fatimah Bintah Bello-Ismail Independent Non-Executive Director
Mr. Sunday Ekwochi Company Secretary
Professional Parties Role
Chapel Hill Denham Advisory Limited Lead Issuing House
Coronation Merchant Bank Limited Joint Issuing House
CardinalStone Partners Limited Joint Issuing House
FCSL Asset Management Company Limited Joint Issuing House
FCMB Capital Markets Limited Joint Issuing House
First Ally Capital Limited Joint Issuing House
Greenwich Merchant Bank Limited Joint Issuing House
Meristem Capital Limited Joint Issuing House
Renaissance Securities (Nigeria) Limited Joint Issuing House
Stanbic IBTC Capital Limited Joint Issuing House
Vetiva Advisory Services Limited Joint Issuing House
Aluko & Oyebode Solicitors
Wigwe & Partners Solicitors
Templars Solicitors
Banwo & Ighodalo Solicitors
Paul Usoro & Co Solicitors
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Coronation Securities Limited Stockbroker
Chapel Hill Denham Securities Limited Stockbroker
Network Capital Limited Stockbroker
PAC Securities Limited Stockbroker
Compass Investment & Securities Limited Stockbroker
CSL Stockbrokers Limited Stockbroker
First Integrated Capital Management Limited Stockbroker
Cowry Securities Limited Stockbroker
Cordros Capital Limited Stockbroker
Dynamic Portfolio Stockbroker
FSDH Capital Limited Stockbroker
Tiddo Securities Limited Stockbroker
Chartwell Securities Limited Stockbroker
Futureview Securities Limited Stockbroker
KPMG Professional Services Auditors
Atlas Registrars Limited Registrars
Coronation Merchant Bank Limited Receiving Bank
Guaranty Trust Bank Limited Receiving Bank
14.14 MERGERS AND TAKEOVERS

On January 8, 2024, the Corporation notified the NGX and the investing public that Access Bank (Zambia) Limited
(“Access Zambia”), a subsidiary of the Corporation’s wholly owned subsidiary, Access Bank Plc, had completed
the acquisition of African Banking Corporation Zambia Limited – trading under the name and style of Atlas Mara
Zambia (“Atlas Mara Zambia”). Access Zambia shall now proceed with merging Atlas Mara Zambia into its
operations. Upon completion of this planned merger with its newly acquired subsidiary, Access Zambia will
emerge as one of the top five banks in Zambia, by total assets.
On January 15, 2024, the Corporation notified the NGX and the investing public that it had obtained the
necessary approvals from the National Insurance Commission, for the acquisition of Megatech Insurance Brokers
Limited (“Megatech”). Following this acquisition, the Corporation announced on February 23 2024 that
Megatech, now a subsidiary of Access Holdings Plc, had changed its name to Access Insurance Brokers Limited.
On January 17, 2024, the Corporation notified the NGX and the investing public that its subsidiary, Access Bank
Plc, had entered into a definitive agreement with Ugandan-based Finance Trust Limited (“FTB”) and FTB’s
institutional shareholders, for the acquisition of a majority stake in FTB. The transaction is subject to regulatory
approval from the Central Bank of Nigeria and the Bank of Uganda. Following the closing of the transaction,
scheduled for the first half of 2024, Access Bank Plc will own an estimated 80% of FTB.
On January 24, 2024, the Corporation announced to the investing public that Access Golf Nigeria Limited (“Access
Golf”), a shareholder in Access Pensions Limited (“Access Pensions”), a subsidiary of Access Holdings Plc, had
received a “No-Objection” confirmation from the National Pension Commission, and approval from the Federal
Competition and Consumer Protection Commission, for the acquisition of an 81.82% stake in ARM Pension
Managers (PFA) Limited (“ARM Pensions”). Following this acquisition, Access Golf’s intention is to merge ARM
Pensions and Access Pensions into a single entity, through a scheme of merger. Under the terms of the Scheme,
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ARM Pensions will transfer all its assets, liabilities, and undertakings to Access Pensions. Culminating in the
creation of an enlarged Access Pensions with assets under management of approximately N2.22 trillion.
On March 20, 2024, the Corporation notified the NGX and the investing public that its subsidiary, Access Bank
Plc, had entered into a binding agreement with Kenyan-based KCB Group Plc (“KCB”) for the acquisition of the
entire issued share capital of National Bank of Kenya Limited (“NBK”) from KCB. The transaction is subject to the
regulatory approval of the Central Bank of Nigeria and the Central Bank of Kenya. Following the close of the
transaction, NBK will be combined with Access Bank Kenya Plc to create an enlarged footprint in the East African
markets.
On June 10, 2024, the Corporation notified the NGX that its wholly owned subsidiary, Access Bank Plc has
completed the acquisition of majority equity stake in African Banking Corporation of Tanzania (ABCT)
Limited, a subsidiary of Atlas Mara Limited, a London Stock Exchange listed entity
Access Holdings Plc is unaware of any investor trying to acquire a majority stake in the Corporation.
14.15 UNCLAIMED DIVIDENDS

The Group’s total unclaimed dividends as at December 31, 2023 stood at N21.396 billion.
To ensure adequate access to shareholders for dissemination of information, documentation and dividends, the
Registrar takes the following steps which ultimately reduce the level of unclaimed dividends:
 Maintains its depots as branches apart from its Lagos branch to serve as distribution points for
shareholders in the different parts of the country.
 Publishes a list of its branches, with the names and details of contact people in the national newspapers.
 Ensures effective communication with shareholders.
 Encourages shareholders to mandate their accounts for e-dividends.
 Makes the e-dividend forms readily available for shareholders to access at all its branches.
 Publishes the unclaimed dividend list periodically.
E-dividend forms are also available online on the Corporation’s website and in the published annual reports. This
ensures that dividends can be paid directly into shareholders’ accounts when due.
14.16 CLAIMS AND LITIGATION

As at the date of this Rights Circular, Access Holdings Plc, in its ordinary course of business, is presently involved
in two cases, both of which were instituted against it. The total monetary value of the claims against Access
Holdings is ₦1,054,087,099,184.00 (One Trillion, Fifty-Four Billion, Eighty-Seven Million, Ninety-Nine Thousand,
One Hundred and Eighty-Four Naira).
Out of the total claim, ₦137,099,184.00 (One Hundred and Thirty-Seven Million, Ninety-Nine Thousand, One
Hundred and Eighty-Four Naira) relate to special damages; ₦1,053,000,000,000.00 (One Trillion, Fifty-Three
Billion Naira) relate to both general and punitive damages; whilst N950,000,000.00 (Nine Hundred and Fifty
Million Naira) is the total claim for the cost of litigation.
Based on the Solicitors’ review of the cases, the Solicitors are of the opinion that it is unlikely that the legal claims
against the Corporation will have a material adverse effect on the Rights Issue or hinder its ability to fulfil its
obligations related to the Rights Issue.
14.17 DECLARATION
Except as otherwise disclosed herein:
 No share of the Corporation is under option or agreed conditionally or unconditionally to be put under
option;
 No commissions, discounts, brokerages or other special terms have been granted by the Corporation to
any person in connection with the issue or sale of any share of the Corporation;
 Save as disclosed herein, the Directors of Access Holdings Plc have not been informed of any shareholding
representing 5% or more of the issued share capital of the Corporation;
 There are no founders, management or deferred shares or any options outstanding;
 There are no material service agreements between Access Holdings Plc and any of its Directors and
employees other than in the ordinary course of business;
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 There are no long-term service agreements between the Corporation and any of its Directors and
employees;
 No Director of the Corporation has had any interest, direct or indirect in any property purchased or
proposed to be purchased by the Corporation in the three years prior to the date of this Rights Circular;
and
 No Director or key management personnel has been involved in any of the following (in or outside Nigeria):
i) A petition under any bankruptcy or insolvency laws filed (and not struck out) against such person
or any partnership in which he was a partner or any company of which he was a director or key
personnel;
ii) A conviction in a criminal proceeding or is named subject of pending criminal proceedings relating
to fraud or dishonesty; and
iii) The subject of any order, judgement or ruling of any court of competent jurisdiction or regulatory
body relating to fraud or dishonesty, restraining him from acting as an investment adviser, dealer
in securities, director or employee of a Nigerian company and engaging in any type of business
practice or activity.
14.18 EXTRACTS FROM THE MEMORANDUM AND ARTICLES OF ASSOCIATION

Transfers of Certificated Shares
1) Certificated shares may be transferred by means of an instrument of transfer in any usual form or any
other form approved by the directors, which is executed by or on behalf of:
1. the transferor; and
2. (if any of the shares is partly paid) the transferee
2) No fee may be charged for registering any instrument of transfer or other document relating to or
affecting the title to any share.
3) The company may retain any instrument of transfer which is registered.
4) The transferor remains the holder of a certificated share until the transferee’s name is entered in the
register of members as holder of it.
5) The directors may refuse to register the transfer of a certificated share if:
1. the share is not fully paid;
2. the transfer is not lodged at the company’s registered office or such other place as the directors
have appointed;
3. the transfer is not accompanied by the certificate for the shares to which it relates, or such
other evidence as the directors may reasonably require to show the transferor’s right to make
the transfer, or evidence of the right of someone other than the transferor to make the transfer
on the transferor’s behalf;
4. the transfer is in respect of more than one class of share; or
6) If the directors refuse to register the transfer of a share, the instrument of transfer must be returned to
the transferee with the notice of refusal unless they suspect that the proposed transfer may be
fraudulent.
Transfer of Uncertificated Shares

A transfer of an uncertificated share must not be registered if it is in favour of more than four
transferees.
Transmission of Shares
1) If the title to a share passes to a transmittee, the company may only recognise the transmittee as having
any title to that share.
2) Nothing in these articles releases the estate of a deceased member from any liability in respect of a
share solely or jointly held by that member.
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Transmittees’ Rights
1) A transmittee who produces such evidence of entitlement to shares as the directors may properly
require:
1. may, subject to the articles, choose either to become the holder of those shares or to have
them transferred to another person, and
2. subject to the articles, and pending any transfer of the shares to another person, has the same
rights as the holder had.
2) But transmittees do not have the right to attend or vote at a general meeting in respect of shares to
which they are entitled, by reason of the holder’s death or bankruptcy or otherwise, unless they become
the holders of those shares.
Exercise of Transmitees’ Rights

1) Transmittees who wish to become the holders of shares to which they have become entitled must notify
the company in writing of that wish.
2) If the share is a certificated share and a transmittee wishes to have it transferred to another person, the
transmittee must execute an instrument of transfer in respect of it.
3) If the share is an uncertificated share and the transmittee wishes to have it transferred to another
person, the transmittee must—
1. procure that all appropriate instructions are given to effect the transfer, or
2. procure that the uncertificated share is changed into certificated form and then execute an
instrument of transfer in respect of it.
4) Any transfer made or executed under this article is to be treated as if it were made or executed by the
person from whom the transmittee has derived rights in respect of the share, and as if the event which
gave rise to the transmission had not occurred.
Transmitees bound by prior notices

If a notice is given to a member in respect of shares and a transmittee is entitled to those shares, the
transmittee is bound by the notice if it was given to the member before the transmittee’s name has
been entered in the register of members.
Alteration of Capital
1) The Company may from time by Ordinary Resolution of the shareholders or by resolution of the Board
of Directors (subject to the conditions or directions if any that may be imposed in the Articles or by the
shareholders) increase its issued share capital by the allotment of new shares of such amount, as it
considers expedient.
2) Except so far as otherwise provided by or pursuant to these Articles or by the conditions of issue any
new share capital shall be considered as part of and shall be subject to the same provisions with
reference to payment of calls, lien, transfer, transmission, forfeiture and otherwise, as the original share
capital.
3) Where the Company makes an allotment of its shares, it shall within 15 days deliver a Return of
Allotment to the Corporate Affairs Commission in the format prescribed by the Commission.
4) The Company may by Ordinary Resolution:
1. consolidate and divide all or any of its share capital into shares of larger amount than its
existing shares,
2. sub-divide its existing shares, or any of them, into shares of smaller amount than is fixed by its
Memorandum of Association subject, nevertheless, to the provisions of Section 125 (b) of the
Act. Subject to this Article, the resolution by which any shares are sub-divided may determine
that as between the holders of the shares resulting from such sub-division one or more of such
shares may be given any preference or advantage over any other such shares.
3. cancel any shares which, at the date of passing of the resolution, have not been taken or agreed
to be taken by any person, and diminish the amount of its share capital by the amount of the
shares so cancelled.
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5) The Company may by Special Resolution reduce its share capital (including the Capital Redemption
Reserve Fund, if any, or any Share Premium Account) in any manner authorized by law but within and
subject to any incident authorised, and consent required by law.
General Meetings
1) A General Meeting to be known as the Annual General Meeting shall be held once in every calendar
year at such time (not being more than fifteen months after the holding of the last preceding Annual
General Meeting) and place as may be determined by the Directors.
2) The Company may convene its General Meetings physically or electronically, provided that such
meetings are conducted in line with the Memorandum and Articles of Association.
3) All General Meetings other than Annual General Meetings shall be called Extraordinary General
Meetings.
4) The Directors may, whenever they think fit, convene an Extraordinary General Meeting, and
Extraordinary General Meetings shall also be convened on such requisition, or, in default, may be
convened by such requisitionists, as provided by Section 239 of the Act. If at any time, there are not
within Nigeria sufficient Directors capable of acting to form a quorum at a meeting of Directors any
Director within Nigeria or any two Members may convene an Extraordinary General Meeting in the
same manner as nearly as possible as that in which meetings may be convened by the Directors.
5) The time and place of any meeting shall be determined by the conveners of the meeting.
Notice of General Meetings

1) An Annual General Meeting and an Extraordinary General Meeting shall be called by twenty-one days’
notice in writing at the least. Provided that a meeting shall, notwithstanding that it is called by shorter
notice than that specified in this Article, be deemed to have been duly called if it is so agreed:
1. In the case of a meeting called as the Annual General Meeting by all the members entitled to
attend and vote thereat, and
2. In the case of any other meeting, by majority in number of the members having a right to
attend and vote at the meeting, being a majority together holding not less than 95 percent in
nominal value of the shares giving that right.
2) The notice shall be for clear 21 days, exclusive of the day on which it is served, and it shall specify the
place, the day and the hour of the meeting and, in case of special business, the general nature of that
business.
3) The notice convening an Annual General Meeting shall specify the meeting as such.
4) The notice convening a Meeting to consider a Special Resolution shall specify the intention to propose
the resolution as a Special Resolution
5) Notice of every General Meeting shall be given in any manner authorised by these Articles to:
1. Every Member;
2. Every Person upon whom the ownership of a Share devolves by reason of his being a legal
representative, receiver, or a trustee in bankruptcy of a member;
3. Every Director of the Company;
4. Every Auditor for the time being of the Company;
5. The Secretary; and
6. The Corporate Affairs Commission.
6) No other person shall be entitled to receive notice of General Meeting:
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1. Notwithstanding anything contained herein, no General Meeting of the Company shall be held
unless notice of such a meeting has been sent to each member at his registered address and
twenty-one days has elapsed from the date such a notice was sent.
2. For the purpose of these Articles, the registered address of a member shall be his address as
registered in the company’s register of members kept in accordance with the law.
3. The accidental omission to give notice of meeting to or the non-receipt of notice of a meeting
by any person entitled to receive notice shall not invalidate the proceedings at the meeting.
Service of Notice
A notice may be given by the Company to any member:
1. personally,
2. by electronically,
3. by sending it by post to him or to his registered address, or
4. where he has no registered address in Nigeria to the address supplied by him to the Company
for the purpose of giving notice to him.
Notice of Resolutions
1) The Directors shall circulate to all the members entitled to receive notice of meetings notice of any
resolution which may be properly moved and is intended to be moved at the meeting, or any statement
of not more than one thousand words with respect to the matter referred to in the proposed resolution
or the business to be dealt with at the meeting.
2) The resolution or statement shall be signed by members holding not less than one-tenth of the paid up
capital of the company and shall be deposited at the registered office of the company not less than
forty-two days before the meeting, provided that if a meeting is called for forty-two days or less after
the resolution or statement has been deposited, the resolution or statement shall be deemed to have
been properly deposited for the purposes thereof.
Special and Ordinary Business

All business shall be deemed special that is transacted at an Extraordinary General Meeting, and also
all that is transacted at an Annual General Meeting, with the exception of declaring a dividend, the
consideration of the accounts, balance sheets, and the reports of the Directors and Auditors, the
appointment of Auditors, the fixing of, or the determination of the manner of the fixing of, the
remuneration of the Auditors, the voting of additional remuneration to the Directors, and the election
of Directors in the place of those retiring, the appointment of the members of the Audit Committee,
and disclosure of remuneration of Managers of the Company, which are ordinary business.
Members can call general meeting if not enough Directors

If the Company has fewer than two directors, and the director (if any) is unable or unwilling to appoint
sufficient directors to make up a quorum or to call a general meeting to do so, then two or more
members may call a general meeting (or instruct the company secretary to do so) for the purpose of
appointing one or more directors.
Quorum for General Meeting

1) No business other than the appointment of the chairman of the meeting is to be transacted at a general
meeting if the persons attending it do not constitute a quorum.
2) No business shall be transacted at any General Meeting unless a quorum of Members is present at the
time when the meeting proceeds to business.
3) Save as herein otherwise provided, 3 members of the Company personally present shall be a quorum
for the choice of a Chairman, the declaration of a dividend and the adjournment of the meeting. For all
other purposes, the quorum shall be members personally present not being less than 50 and holding or
representing by proxy not less than one-tenth of the issued capital of the Company.
4) If within thirty minutes from the time appointed for the meeting, a quorum is not present, the meeting
if convened upon the requisition of members, shall be dissolved and in any other case it shall stand
adjourned to the same day in the next week, at the same time and place, or to such other day and at
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such other time and place as the Chairman of the meeting may determine, and if at the adjourned
meeting a quorum is not present within thirty minutes from the time appointed for the meeting, the
members present shall be a quorum.
Chairing General Meeting

1) If the directors have appointed a chairman, the chairman shall chair general meetings if present and
willing to do so.
2) If the directors have not appointed a chairman, or if the chairman is unwilling to chair the meeting or is
not present within five minutes of the time at which a meeting was due to start, the directors present,
or (if no directors are present), the meeting, must appoint a director or member to chair the meeting,
and the appointment of the chairman of the meeting must be the first business of the meeting.
3) The person chairing a meeting in accordance with this article is referred to as “the chairman of the
meeting.
Attendance and Speaking by Directors and Non-Members

1) Directors may attend and speak at general meetings, whether or not they are members.
2) The Chairman of the meeting may permit other persons who are not members of the company, or
otherwise entitled to exercise the rights of members in relation to general meetings, to attend and speak
at a general meeting.
Voting General
A resolution put to the vote of a general meeting must be decided on a show of hands or electronic
voting, unless a poll is duly demanded in accordance with the articles
Demanding a Poll
A poll on a resolution may be demanded:
i. in advance of the general meeting where it is to be put to the vote, or
ii. at a general meeting, either before a show of hands on that resolution or immediately after
iii. the result of a show of hands on that resolution is declared.
iv. by at least three members present in person,
v. by a member or members present in person or by proxy and representing at least one-tenth of

the total voting rights of all the members having the right to vote at the meeting; or
vi. by any member or members in the company conferring a right to vote at the meeting having
shares on which an aggregate sum has been paid up equal to at least one-tenth of the total
sum paid up on all the shares conferring that right.
14.19 ADDITIONAL INFORMATION
Nigerian Regulatory Environment
In relation to the issuance of securities by banks in Nigeria, the relevant laws and regulations are set
out in the Central Bank Act 2007, BOFIA, the ISA, the Nigerian SEC Rules and the CAMA. The principal
regulators are the CBN and the Nigerian SEC.
The CBN is charged with regulatory authority over banks and other financial institutions in Nigeria. The
Group, being subject to the regulatory oversight of the CBN, is required to procure the approval of the
CBN prior to undertaking the Rights Issue. The Nigerian SEC is the apex regulatory authority of the
Nigerian capital market and in that capacity regulates all public companies in Nigeria and oversees the
issuance of securities to the Nigerian investing public.
Capital Adequacy
Access Holdings must maintain minimum capital requirements under the CBN Guidance Notes on
Regulatory Capital 2015, which is the Basel II framework. These requirements are specific to each
institution and are decided by the supervisory authority. Various factors are assessed within the CBN
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Guidance Notes on Regulatory Capital 2015, such as liquidity risks, concentration risks, residual risks,
pension risk, interest rate risk in other operations, additional systemic risk needs, etc. The CBN also
calculates the need to hold a capital planning buffer under the Guidance Notes on Regulatory Capital
2015 and under the Guidelines on Regulatory Capital issued in September 2021, which seeks to
implement Basel III standards.
On 28 March 2024, the CBN announced an increase in the capital base (sum of paid-up ordinary share
capital and share premium) for different categories of banks in Nigeria. The capital base of banks with
international authorization was increased to N500 billion, and that of national banks was increased to
N200 billion. Also, the capital base of commercial banks with regional authorization, and merchant
banks was increased to N50 billion each respectively, while that of non-interest banks with national and
regional authorizations was increased to N20 billion and N10 billion, respectively. The CBN noted that
all banks are required to meet the capital requirement within 24 months, commencing from 1 April
2024 and ending on 31 March 2026.
With regard to its capital base, Access Holdings aims to exceed, under normal circumstances, the capital
base capital requirement communicated to the Corporation by the CBN.
In the table below, the Group has presented proforma capital adequacy position as at 31 December
2023. The purpose of the proforma capital adequacy metrics set out in the table below is to present
the regulatory capital adequacy position of the Group as at 31 December 2023 adjusted for the effect
of the net proceeds from the proposed Rights Issue of N343.09 billion. Adjusting for the effect of the
net proceeds raised from the Rights Issue, the Group’s proforma Equity Tier 1 Capital as at 31 December
2023 amounts to N1,710,865,000,000, representing an increase of 25.08% in the Group’s Tier 1 Equity
Capital from N1,367,773,000,000.
Access Holdings Plc's Summarized Capital Adequacy Ratios as at 31 December 2023

Proforma Access Holdings
Access Holdings Adjustment net of Rights Issue
31-December-23 Rights Issue 31-December-23
Capital Base (N ’billion) 251.81 343.09 594.90
Tier 1 Equity Capital (N ’billion) 1,367.77 343.09 1,710.87
Tier 1 Capital Ratio 14.26% 3.57% 17.83%
Total Capital Ratio 19.01% 4.77% 23.78%
Note: The Capital adequacy ratios contained in this table have been rounded to the nearest decimal place. Any
discrepancies in sum of the ratios in this table are due to rounding.
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15. PROVISIONAL ALLOTMENT LETTER
July 2, 2024
RIGHTS ISSUE OF 17,772,612,811 ORDINARY SHARES OF N0.50 EACH AT N19.75 PER SHARE PAYABLE IN FULL
ON ACCEPTANCE NOT LATER THAN AUGUST 14, 2024
Dear Sir/Madam,
1. Provisional Allotment
The Chairman’s letter dated May 17, 2024 on pages 17-18 of this Rights Circular, contains the particulars of the
Rights Issue of 17,772,612,811 Ordinary Shares of N0.50 each at N19.75 per share now being made. The
Directors of the Corporation have provisionally allotted to you the number of new Ordinary Shares set out on
the first page of the Acceptance/Renunciation Form in the proportion of 1 new Ordinary Share for every 2
Ordinary Shares of N0.50 each registered in your name as at June 7, 2024.
The new Ordinary Shares will rank pari passu with the existing Ordinary Shares of the Corporation. You may
accept all or some of the shares provisionally allotted to you or renounce your right to all or some of them
through completing the paper Acceptance/Renunciation Form or via a SEC-approved digital platform. The
Acceptance List opens on July 8, 2024 and closes on August 14, 2024. Care must be taken to follow these
instructions:
1.1 Conventional Paper Acceptance/Renunciation Form
1.1.1 Full Acceptance: Shareholders accepting their provisional allotment in full should
complete box A of the Acceptance/Renunciation Form. The completed
Acceptance/Renunciation Form should be submitted together with payment unless
payment is to be made electronically. The Acceptance/Remuneration form with a
bank cheque/draft for the full amount payable should be lodged with any of the
Receiving Agents listed on page 57 in this document not later than August 17, 2024.
The cheque or draft must be made payable to the Receiving Agent and crossed
[“CHDA/ACCESS HOLDINGS 2024 RIGHTS ISSUE”] with your name, address, mobile
number and email address written on the back of the cheque/draft. All cheques or
drafts will be presented upon receipt and all Acceptance/Renunciation Forms in
respect of which cheques are returned unpaid will be rejected and returned through
the registered post.
Any payment being made electronically or with a value exceeding Ten Million Naira
(N10 million) should be made via SWIFT, RTGS or NEFT into the designated Issue
Proceeds Account stated on the Acceptance/Renunciation Form. Such payments
must include the following narrative in the transfer instructions: “SHAREHOLDER’S
FULL NAME] -PAYMENT FOR ACCESS HOLDINGS PLC RIGHTS”.
1.1.2 Partial Acceptance: Shareholders renouncing their rights partially or in full should
complete box B of the Form. To accept your provisional allotment partially, please
complete item (1) of box B and submit your Acceptance/Renunciation Form to any of
the Receiving Agents listed on page 57 of this document together with a cheque or
bank draft made payable to the Receiving Agent for the full amount payable in respect
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of the number of shares you decide to accept; or evidence of the transfer of the full
amount to the offer account as detailed above
1.1.3 Applying for Additional Shares: Shareholders may also apply for additional shares
over and above their provisional allotment. An application for additional shares may
be done by completing item (ii) of box A of the Acceptance/Renunciation Form.
Payment should be made in accordance with paragraph 2 above. Shareholders who
apply for additional shares using the Acceptance/Renunciation Form will be subject
to the regulatory allotment process and may therefore be allotted less than the
number of additional shares they applied for.
1.2 SEC-approved Digital Platform
1.2.1 Acceptance/renunciation in respect of the Rights Issue may be made electronically

via the SEC-approved platforms, listed on the Issuer-provided websites, or
downloaded from the Google play store (for Android users) or Apple App store (for
iOS users).
1.2.2 On accessing the digital platform, allottees will register and log on with the details
sent to his/her email address or telephone number, depending on the platform.
1.2.3 Once logged on, the allottee should select “Access Holdings Rights Issue” and
“Buy/Accept Rights Issue”.
1.2.4 An allottee will have the option to make full or partial acceptance, renounce rights,
and apply for additional shares.
1.2.5 Payment for the shares being applied for can be made online through any of the
options listed below:
a. Bank debit or credit cards; and

b. Bank transfer
1.2.6 An acceptance under this Rights Issue will only be completed when the allottee makes
payment for the shares accepted and applied for and a confirmation is received on
the allottee’s phone number and/or email.
2. Acceptance and Payment

The receipt of payment with your Acceptance/Renunciation Form constitutes an acceptance of all or part of this
allotment on the terms of this letter, subject to the Memorandum and Articles of Association of the Corporation.
If payment and your Acceptance/Renunciation Form is not received by August 14, 2024, the provisional
allotment will be deemed to have been declined and will be cancelled.
3. Trading in Rights on the NGX

The approval of the NGX has been obtained for trading in the Rights of the Corporation. The Rights will be
tradable between July 8, 2024 and August 14, 2024 at the price at which the Rights are quoted on the NGX. If
you wish to trade your rights, you may do so on the floor of the NGX between July 8, 2024 and August 14, 2024.
Shareholders who wish to acquire additional shares over and above their provisional allotment may purchase
traded rights, and/or apply for additional shares by completing the e-Acceptance/Renunciation Form as detailed
above. If you wish to purchase traded rights, please contact your stockbroker who will guide you regarding the
procedure for purchasing Access Holdings Plc Rights. Shareholders who purchase rights on the floor of the
Exchange are guaranteed the number of shares purchased: they will not be subject to the allotment process in
respect of shares so purchased. Those that apply for additional shares by completing the e-
Acceptance/Renunciation Form will be subject to the allotment process i.e. they may be allotted a smaller
number of additional shares that what they applied for.
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4. Allotment of Additional Shares
All shares which are not taken up by August 14, 2024 will be allotted on a pro rata (proportional basis) to the
existing shareholders who have taken up their provisional allotment in full and have applied for additional shares
under the terms of the Issue and in accordance to the SEC Rules.
5. Subscription Monies
All completed e-Acceptance Forms must be supported with the full amount due on acceptance. All subscription
monies will be retained in an interest-yielding bank accounts by Coronation Merchant Bank Limited and
Guaranty Trust Bank Limited.
6. Surplus Application Monies

If any application for additional shares is not accepted or accepted for fewer shares than the number applied
for, the Registrar shall remit via RTGS or NEFT the balance of the amount paid together with the applicable
interest thereon to the bank detailed in the Acceptance/Renunciation Form; within five Business Days of the
approval of the allotment.
7. Rounding Principle
The allocation of Rights Issue shares will be such that shareholders will not be allocated a fraction of a Rights
Issue share and as such any shareholding giving rise to a fraction of less than one of a Rights Issue Share have
been rounded down to the nearest whole number (for the purposes of calculating your provisional allotment).
8. E-Allotment
The Shares will be credited to Shareholders’ CSCS accounts not later than fifteen (15) Business Days from the
date of receipt of the SEC’s approval of the Allotment. No share certificates will be issued and shareholders are
advised to ensure that they provide details of their CSCS accounts and stockbroker on the Acceptance.
In accordance with the SEC Directive on Dematerialisation of Share Certificates, shareholders who do not provide
valid CHN and CSCS account numbers will have their shares credited at the CSCS using a Registrar Identification
Number. A Registrars Identification Number is a number allocated to shareholders who do not have valid CHN
and CSCS account numbers to warehouse their units of shareholding in public companies under Registrars
custody at the CSCS. The allotted shares will be transferred to the stockbroking account of the shareholder once
valid CHN and CSCS account numbers are provided. Any shareholder who does not have a valid CHN and CSCS
account number, is advised to open a stockbroking account with a stockbroker and obtain a valid CHN and CSCS
account number from the stockbroker.
Yours faithfully,
FOR: ACCESS HOLDINGS PLC
Mr. Sunday Ekwochi

Company Secretary
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16. RECEIVING AGENTS
A copy of the Rights Circular has been forwarded to each of the shareholders whose names appeared in the Corporation’s Register of
Members as of June 7, 2024. The completed Acceptance Forms together with a cheque or bank draft or evidence payment if via bank transfer
for the full amount payable may be returned to any of the Receiving Agents listed below, who are duly registered as capital markets
operators by the SEC, and to whom brokerage will be paid at the rate of N0.50 per N100.00 worth of stock allotted in respect of acceptance
and applications through them.
The Corporation and Issuing Houses cannot accept responsibility for the conduct of any of the institutions listed below. Investors are therefore
advised to conduct their own independent enquiries before choosing an agent to act on their behalf. Evidence of lodgement of funds at any
of the Receiving Agents listed below, in the absence of corresponding evidence of receipt by the Issuing Houses, cannot give rise to a liability
on the part of the Issuing Houses under any circumstances.
BANKS
Access Bank PLC Heritage Bank PLC Standard Chartered Bank Limited
Citibank Nigeria Limited Keystone Bank Limited Sterling Bank Limited
Ecobank Nigeria Limited Optimus Bank Limited SunTrust Bank Nigeria Limited
Fidelity Bank PLC Parallex Bank Limited Signature Bank Limited
First Bank of Nigeria Limited Polaris Bank Limited Titan Trust Bank Limited
First City Monument Bank Limited Premium Trust Bank Limited Union Bank of Nigeria PLC
Globus Bank Limited Providus Bank Limited United Bank for Africa PLC
Guaranty Trust Bank Limited Stanbic IBTC Bank Limited Unity Bank PLC
Wema Bank PLC
Zenith Bank PLC
STOCKBROKERS AND OTHERS

Absa Securities Nigeria Limited Edgefield Capital Management Limited Kapital Care Trust & Securities Limited Resort Securities Limited
Adamawa Securities Limited EFG Hermes Nigeria Limited Kedari Capital Limited Reward Investments & Services Limited
Afrinvest Securities Limited El-Elyon Alliance & Securities Limited Kinley Securities Limited RMB Nigeria Stockbrokers Limited
Anchoria Investment & Securities Limited Enterprise Stockbrokers PLC Kofana Securities & Investment Limited Rostrum Investment & Securities Limited
Apel Asset Limited Equity Capital Solutions Limited Kundila Finance Services Limited Rowet Capital Management Limited
Apt Securities & Funds Limited Eurocomm Securities Limited Lambeth Capital Limited Royal Crest Finance Limited
Arm Securities Limited Express Portfolio Services Limited Lead Securities & Investment Limited Royal Guaranty & Trust Limited
Arthur Steven Asset Management Limited Falcon Securities Limited Lighthouse Assets Management Limited Sankore Securities Limited
Associated Asset Managers Limited FBC Trust & Securities Limited Magnartis Finance & Investment Limited Santrust Securities Limited
Atlas Portfolios Limited FBNQuest Securities Limited Mainstreet Bank Securities Limited Securities Africa Financial Limited
Ava Securities Limited FCSL Asset Management Company Limited Marimpex Finance & Investment Co. Limited Securities & Capital Management Company
Bauchi Investment Corporation Limited Fidelity Finance Company Limited MBC Securities Limited Limited
Belfry Investments & Securities Limited Financial & Analytics Capital Limited Mega Equities Limited Securities Africa Financial Limited
Bestworth Asset & Trust Limited Financial Trust Company Nigeria Limited Meristem Stockbrokers Limited Security Swaps Limited
Calyx Securities Limited Finmal Finance Services Limited Midas Stockbrokers Limited Shalom Investment & Securities Limited
Camry Securities Limited First Integrated Capital Management Limited Milestone Capital Management Limited Shelong Investment Limited
Capital Assets Limited FIS Securities Limited Mission Securities Limited Sigma Securities Limited
Capital Bancorp PLC Foresight Securities & Investment Limited Molten Trust Limited Signet Investments & Securities Limited
Capital Express Securities Limited Forte Financial Limited Morgan Capital Securities Limited Skyview Capital Limited
Capital Trust Brokers Limited Forthright Securities & Investments Limited Mountain Investment & Securities Limited Smadac Securities Limited
CardinalStone Securities Limited Fortress Capital Limited Network Capital Limited Solid Rock Securities & Investment PLC
Cashville Investments & Securities Limited FSDH Capital Limited Networth Securities & Finance Limited Spring Board Trust & Investment Limited
CDL Capital Markets Limited FSL Securities Limited Newdevco Investment & Securities Limited Spring Trust & Securities Limited
Centre Point Investments Limited Funds Matrix & Asset Management Limited Nigerian Stockbrokers Limited Stanbic IBTC Stockbrokers Limited
Century Securities Limited Fundvine Capital & Securities Limited Norrenberger Securities Limited Standard Union Securities Limited
Chapel Hill Denham Securities Limited Futureview Securities Limited Nova Finance & Securities Limited StoneX Financial Nigeria Limited
Chartwell Securities Limited GDL Stockbrokers Limited NOVAMBL Securities Limited The Bridge Securities Limited
Citi Investment Capital Limited Gem Assets Management Limited Osborne Capital Markets Limited Tiddo Securities Limited
City Code Trust & Investment Company Limited Gidauniya Investment & Securities Limited PAC Securities Limited Tomil Trust Limited
Compass Investments & Securities Limited Global Asset Management (Nig) Limited Parthian Partners Limited Topmost Securities Limited
Cordros Securities Limited Globalview Capital Limited Phronesis Securities Limited Tower Securities & Investment Company Limited
Core Securities Limited Golden Securities Limited Pilot Securities Limited Trade link Securities Limited
Coronation Securities Limited Greenwich Securities Limited Pinefields Investment Services Limited Traders Trust & Investment Company Limited
Cowry Securities Limited Gruene Capital Limited PIPC Securities Limited Transworld Investment & Securities Limited
Crossworld Securities Limited GTI Securities Limited Pivot Capital Limited Trustbanc Capital Management Limited
Crown Capital Limited Harmony Investment & Securities Limited Planet Capital Limited Trusthouse Investment Limited
CSL Stockbrokers Limited Heartbeat Investments Limited Portfolio Advisers Limited TRW Stockbrokers Limited
Deep Trust & Investment Limited Hedge Securities & Investments Company Premium Capital and Stockbrokers Limited Tyndale Securities Limited
De Lords Securities Limited Limited Primewealth Capital Limited UCML Capital Limited
Dependable Securities Limited Heritage Capital Market Limited Prominent Securities Limited UIDC Capital Limited
DLM Securities Limited ICMG Securities Limited PSL Capital Limited UNEX Capital Limited
Dominion Trust Limited Icon Stockbrokers Limited Pyramid Securities Limited United Capital Securities Limited
DSU Brokerage Services Limited Imperial Assets Managers Limited Quantum Zenith Securities & Investments Valmon Securities Limited
Dunbell Securities Limited Integrated Trust & Investments Limited Limited Valueline Securities & Investment Limited
Dynamic Portfolio Limited Interstate Securities Limited Rainbow Securities Limited Vetiva Securities Limited
ECL Asset Management Limited Investment One Stockbrokers Int’l Limited Readings Investments Limited WCM Capital Limited
EDC Securities Limited Investment Shark & Assets Management Limited Regency Assets Management Limited WSTC Securities Limited
Investors & Trust Company Limited Rencap Securities (Nig) Limited Zion Stock Brokers & Securities Limited
ITIS Securities Limited
57 | P a g e
17. ACCEPTANCE/RENUNCIATION FORM
ISSUING HOUSES
On behalf of
RC 1755118
Access Holdings Plc
Rights Issue of
Acceptance List Opens 17,772,612,811 Ordinary Shares of N0.50 each Acceptance List Closes
July 8, 2024 at N
= 19.75 per share August 14, 2024
on the basis of 1 (one) new Ordinary Shares
for every 2 (two) shares held as at June 7, 2024
INSTRUCTIONS FOR COMPLETING THE ACCEPTANCE/RENUNCIATION FORM

1. Acceptance and/or renunciation must be made on this Acceptance/Renunciation Form. Photocopies or scanned copies of the Form will be rejected.
2. Allottees should complete only ONE of the boxes marked A and B on the reverse of this form. Shareholders accepting the provisional allotment in full should complete box A and
submit their Acceptance/Renunciation Forms to any of the Receiving Agents listed on Page 57 of the Rights Circular together with a cheque or bank draft made payable to the
Receiving Agent for the full amount payable on acceptance. The cheque or draft must be crossed “ACCESS HOLDINGS RIGHTS”, with the name, address and mobile number of the
shareholder written on the back.
Any payment made electronically or with a value exceeding N= 10 million should be made via SWIFT, RTGS or NEFT into the designated Offer Proceeds Account stated below:
Bank Name: Coronation Merchant Bank Guaranty Trust Bank
Account Name: CHDA / ACCESS HOLDINGS 2024 RIGHTS ISSUE CHDA/ACCESS HOLDINGS 2024 RIGHTS ISSUE
Account Number: 1990038272 0916203523
Sort Code: 559159994 058152052
Foreign currency subscribers are advised to contact the Receiving Banks for the applicable US Dollar exchange rate on the day the remittance is being effected. Payment can be
made in US Dollars for credit to: [ ]
Evidence of such transfer must be submitted to the Receiving Agents and the Receiving Bank. If payment is not received by August 14, 2024, the provisional allotment will be
deemed to have been declined and will be cancelled.
3. Shareholders accepting their provisional allotment partially should complete box B and submit their Acceptance/Renunciation Forms to any of the Receiving Agents listed on Page
57 of the Rights Circular together with the evidence of payment transfer for partial acceptance in accordance with 2 above.
4. Shareholders renouncing the provisional allotment partially or in full, who also wish to trade their rights partially or in full on the floor of The Exchange should complete item (iii)
of box B. They should obtain a Transfer Form from their stockbroker, complete it in accordance with these instructions, and return it to the stockbroker together with the completed
Acceptance/Renunciation Form and the amount payable/evidence of transfer for any partial acceptance in accordance with 2 above.
5. Shareholders who wish to acquire additional shares over and above their provisional allotment may purchase traded rights by contacting their stockbroker, and/or apply for
additional shares by completing items (ii) and (iii) of box A.
6. All cheques or bank drafts for amounts below N10 million will be presented for payment on receipt and all acceptances in respect of which cheques are returned unpaid for any
reason will be rejected or cancelled. Shareholders are advised to obtain an acknowledgement of the amount paid from the Receiving Agent through which this
Acceptance/Renunciation is lodged. All amounts above N10 million must be remitted to the Receiving Bank Account via SWFT or NEFT
7. Joint allottees must sign on separate lines in the appropriate section of the Acceptance/Renunciation Form.
8. Acceptance/Renunciation Forms of corporate allottees must bear their incorporation numbers and corporate seals and must be completed under the hands of duly authorised
officials who should also state their designations.
FOR REGISTRAR’S USE ONLY
Ordinary Shares Ordinary Additional Ordinary Additional Total Ordinary Total amount Amount paid Amount to be Bank draft/
Provisionally Shares Ordinary Shares Ordinary Shares Allotted payable returned cheque
Allotted Accepted Shares applied Renounced Shares allotted number
for
N
= N
= N
=
STAMP OF RECEIVING AGENT
58 | P a g e
ACCEPTANCE/RENUNCIATION FORM
Care should be taken to comply with the instructions set out on the front of this form. Specifically, it is mandatory that all applicants state their account number
and Bank Verification Number (BVN). If you are in doubt as to what action to take, you should immediately consult your Stockbroker, Accountant, Banker, Solicitor,
Independent Investment Adviser or any other professional adviser for guidance.
Name of Stockbroker……………………………………………CHN Number………………………………………...............
Stockbroker Code………………………………………………….CSCS Number………………………………………..............

If you wish to trade in rights, please contact your stockbroker who will guide you regarding payment and the procedure for purchasing Access Holdings PLC’s
Rights.
A. FULL ACCEPTANCE/REQUEST FOR ADDITIONAL ORDINARY SHARES
i. I/We accept in full, the provisional allotment shown on the front of this form
ii. I/We also apply for additional Ordinary Shares:
Number of Additional Ordinary Shares applied for Additional amount payable at N
= 19.75 per share
N
=
I/We agree to accept the same or smaller number of additional shares in respect of which allotment may be made to me/us, in accordance with the Provisional Allotment
Letter contained in the Rights Circular.
iii. I/We enclose my/our evidence of payment transfer for N = ............................................................................................................................................. being the sum of the amount payable as shown on the
front of this form, and the additional amount payable as shown in item (ii) above.
B. RENUNCIATION OR PARTIAL ACCEPTANCE

1 2 3
Number of Ordinary Shares accepted Amount payable at N
= 19.75 per share Number of Ordinary Shares renounced
N
=
i. I/We accept only the number of Ordinary Shares shown in column (1) above and enclose my/our evidence of payment for the value shown in column (2) above.
ii. I/We hereby renounce my/our rights to the Ordinary shares shown in column (3) above, being the balance of the Ordinary Shares allocated to me/us
iii. I/We confirm that I/We wish to trade my/our rights of ....................................................................................... Ordinary Shares (being my/our renounced shares as shown in
Column (3) above) on the floor of The Exchange. I/We shall obtain a Transfer Form from my/our stockbroker, complete it in accordance with his instructions and return it to
the stockbroker with the form
MUST BE FULLY COMPLETED FOR BOTH A AND B

Name (s) (in block letters)
Next of Kin
Daytime Telephone Number Mobile (GSM) Telephone Number
Email Address
BANK DETAILS (FOR E-DIVIDEND)

Name of Bank
Branch
Incorporation Number and Seal of

Account Number Corporate Allottee
Bank Verification Number
Signature 2nd Signature (Joint only)
Name of Authorised Signatory (corporate only): Name of Authorised Signatory (corporate only):
Designation (corporate only): Designation (corporate only):
C. TRADING IN RIGHTS
i) Shareholders who wish to trade in their rights partially or in full may trade such rights on the floor of The Exchange. The rights will be traded actively on the floor of The
Exchange
ii) Shareholders who wish to acquire additional shares over and above their provisional allotment may purchase traded rights (see iv), and/or apply for additional shares by
completing item (ii) of box A above.
iii) Shareholders who purchase rights on the floor of The Exchange are guaranteed the number of shares purchased: they will not be subject to the allotment process in respect of
shares so purchased. Those that apply for additional shares by completing item (ii) of box A will be subject to the allotment process i.e. they may be allotted a smaller number
of additional shares than what they applied for.
iv) If you wish to purchase renounced rights, please contact your stockbroker who will guide you regarding payment and the procedure for purchasing Access Holdings PLC’s rights
STAMP OF RECEIVING AGENT
59 | P a g e

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ACCESS HOLDINGS PLC

PAYABLE IN FULL ON ACCEPTANCE

ACCEPTANCE LIST OPENS: JULY 8, 2024

ACCEPTANCE LIST CLOSES: AUGUST 14, 2024

LEAD ISSUING HOUSE

CHAPEL HILL DENHAM ADVISORY LIMITED

JOINT ISSUING HOUSES

This Rights Circular is dated JULY 2, 2024

Notice to Shareholders outside Nigeria

Notice to Residents of the United States

14.9 RESEARCH AND DEVELOPMENT.................................................................................................... 44

DATE ACTIVITY RESPONSIBILITY

July 8, 2024 Acceptance List opens / Trading in Rights

August 29, 2024 Submit allotment proposal and draft

September 9, 2024 Receive SEC clearance of allotment proposal

September 10, 2024 Remit net proceeds of the Rights Issue to

September 10, 2024 Publish Allotment Announcement Issuing Houses

September 17, 2024 Credit CSCS accounts Registrars

September 17, 2024 Forward declaration of compliance to NGX Stockbrokers

ACCESS HOLDINGS PLC

ARE AUTHORIZED TO RECEIVE ACCEPTANCE FOR THE

17,772,612,811 Ordinary Shares of N0.50 each on the basis of 1 new Ordinary

2. Issuer: Access Holdings Plc

3. Lead Issuing House: Chapel Hill Denham Advisory Limited

The estimated net proceeds of N343,091,495,029.73 - following the

7. Use of Proceeds: Investment in IT

Local and international 223,009,471,769.32 65.0% 36 months

Net Proceeds 343,091,495,029.73 100.0%

A more detailed breakdown of the use of proceeds is provided on page 39

10. Issue Price: N19.75

Per the SEC Directive on Dematerialisation of Share Certificates and CSCS

DIRECTORS AND COMPANY SECRETARY

Mr. Aigboje Aig-Imoukhuede, CFR Ms. Bolaji Olaitan Agbede

Mr. Olanrewaju Babatunde Bamisebi Mr. Oluseyi Kolawaole Kumapayi, FCA

Mr. Olusegun Babalola Ogbonnewo Mr. Abubakar Aribidesi Jimoh, CFA

Mrs. Fatimah Bintah Bello-Ismail Mr. Sunday Ekwochi, HCIB

Chapel Hill Denham Advisory Limited

JOINT ISSUING HOUSES

FCMB Capital Markets Limited First Ally Capital Limited

Meristem Capital Limited Renaissance Securities (Nigeria) Limited

Wigwe & Partners Paul Usoro & Co

Coronation Securities Limited Chapel Hill Denham Securities Limited

Cordros Securities Limited Cowry Securities Limited

Compass Investment & Securities Limited CSL Stockbrokers Limited

Dynamic Portfolio Limited First Integrated Capital Management Limited

FSDH Capital Limited Network Capital Limited

PAC Securities Limited Tiddo Securities Limited

Chartwell Securities Limited Futureview Securities Limited

RECEIVING BANKS AUDITORS

Guaranty Trust Bank Limited REGISTRARS

Access Holdings Plc

To: All Shareholders of Access Holdings Plc

4. Principal terms of the Rights Issue

The Issue Price represents a:

6.1 HEAD OFFICE AND REGISTERED ADDRESS

Building No. 3, Inanda Greens Business Park, 54 Wierda Road West,

Av. Gamal Abdel Nasser, Torre Victoria Premium, Piso 0 – Kinaxxi -

ACCESS BANK PLC

ACCESS INSURANCE BROKERS LIMITED