ACCESS BANK : SCHEME OF ARRANGEMENT BETWEEN ACCESS BANK PLC AND HOLDERS OF ITS PAID ORDINARY SHARES OF 50 KOBO EACH IN CONNECTION WITH THE PROPOSED RESTRUCTURING OF ACCESS BANK PLC AND RELATED GROUP COMPANIES

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt about the contents of this document or any action to be taken, please consult your Banker, Solicitor, Accountant or any other independent professional adviser duly registered under the Investments and Securities Act (No. 29 of 2007) immediately.

If you have sold or otherwise transferred all your shares in Access Bank Plc (''Access Bank'' or ''Access'' or ''the Bank''), please give this document and any accompanying documents to the purchaser or transferee or other agent through whom the sale or transfer was effected, for transmission to the purchaser or transferee. In the alternative, kindly return this document to the Registrar.

The receipt of this document or any information contained in it or supplied with it or subsequently communicated to any other person does not constitute investment advice to a shareholder from Access Bank or to any other person by the Bank or its directors and the Bank does not commit to providing shareholders with any other information, updates or corrections to this document or the information contained herein.

The release, publication or distribution of this document and/or any accompanying documents (in whole or in part) in, or into, jurisdictions other than the Federal Republic of Nigeria may be restricted by laws of those jurisdictions and therefore this document and/or the accompanying documents may not be distributed or published in any jurisdiction except in compliance with any applicable laws and regulations. Persons into whose possession this document and/or any accompanying documents come should inform themselves about, and observe any such restrictions. Any failure to comply with any such restrictions may constitute a violation of the securities laws of any such jurisdiction.

SCHEME OF ARRANGEMENT

(Under Section 715 of the Companies and Allied Matters Act, 2020)

between

ACCESS BANK PLC

RC125384

and

THE HOLDERS OF ITS FULLY PAID ORDINARY SHARES OF 50 KOBO EACH IN CONNECTION WITH THE PROPOSED RESTRUCTURING OF ACCESS BANK PLC AND RELATED GROUP COMPANIES WHICH WILL RESULT IN A NEW NON- OPERATING HOLDING COMPANY - ACCESS HOLDINGS PLC - BECOMING THE LISTED PARENT ENTITY OF THE BANK AND RELATED GROUP COMPANIES

Incorporating an Explanatory Statement on the Proposed Scheme of Arrangement (in compliance with Section 716 of the Companies & Allied Matters Act, 2020)

Chapel Hill Denham Advisory Limited ("Chapel Hill Denham") is acting as the Financial Adviser in respect of the proposed Scheme of Arrangement ("the Scheme"). Chapel Hill Denham will not be responsible to any person, individual or corporate body other than Access Bank Plc ("Access Bank" or the "Bank") in relation to the contents of this document or any transactions or arrangements referred to herein.

The notice convening the Court-Ordered Meeting of Access Bank is set out on pages 52 to 54 of this document. A Proxy Form is also attached. To be valid, the attached Proxy Form must be completed, signed and duly stamped together with the Power of Attorney or other authority- if any - under which they are signed and in accordance with the instructions printed thereon) and must be returned to the Bank's Registrars (Coronation Registrars Limited at 9, Amodu Ojikutu Street, Victoria Island, Lagos) not later than 24 hours before the date of the scheduled Court-Ordered Meeting.

The proposals, which are the subject of the Scheme set out in this document, have been cleared with the Securities and Exchange Commission and issued pursuant to the Approval-in-principle granted by the Central Bank of Nigeria in relation to the proposed restructuring. The actions that you are required to take are set out in the proxy on page 57 of this scheme document.

THIS DOCUMENT IS NOT A PROSPECTUS AND DOES NOT CONSTITUTE AN INVITATION OR OFFER TO SELL OR THE SOLICITATION OF AN INVITATION OR OFFER TO BUY ANY SECURITY. NONE OF THE SECURITIES REFERRED TO IN THIS DOCUMENT SHALL BE SOLD, ISSUED, SUBSCRIBED FOR, PURCHASED, EXCHANGED OR TRANSFERRED IN ANY JURISDICTION IN CONTRAVENTION OF APPLICABLE LAW.

FINANCIAL ADVISER

RC 1381308

This Scheme Document is dated November 19, 2021

Contents
1.	DEFINITIONS .........................................................................................................................................................	3
2.	IMPORTANT NOTICES...........................................................................................................................................	6
3.	INDICATIVE TIMELINE...........................................................................................................................................	8
4.	DIRECTORS AND PARTIES TO THE SCHEME ..........................................................................................................	9
5.	LETTER FROM THE CHAIRMAN OF ACCESS BANK PLC ........................................................................................	11
6.	EXPLANATORY STATEMENT FROM THE FINANCIAL ADVISER............................................................................	13
7.	SCHEME OF ARRANGEMENT ..............................................................................................................................	19
APPENDIX A - FURTHER INFORMATION REGARDING ACCESS BANK PLC ..................................................................	23
APPENDIX B - FURTHER INFORMATION REGARDING ACCESS HOLDINGS PLC ..........................................................	38
APPENDIX C - FAIRNESS OPINION ..............................................................................................................................	42
APPENDIX D - TAX OPINION.......................................................................................................................................	46
APPENDIX E - STATUTORY AND GENERAL INFORMATION.........................................................................................	49
APPENDIX F - DOCUMENTS AVAILABLE FOR INSPECTION .........................................................................................	51
NOTICE OF COURT ORDERED MEETING ......................................................................................................................	52
ANNEXURE TO THE SCHEME DOCUMENT...................................................................................................................	55
PROXY FORM...............................................................................................................................................................	57

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1. DEFINITIONS

The following definitions apply throughout this document except where otherwise stated:

	Approval-in-Principleor AIP	The Approval-in-Principle in relation to the proposed Restructure granted by
		the CBN to the Bank pursuant to the FHC Guidelines
	Act or ISA	Investments and Securities Act (No. 29 of 2007)
	Access Bank or The Bank	Access Bank Plc, a public limited liability company incorporated under the laws
		of the Federal Republic of Nigeria with registration number 125384 and
		licensed to carry on business as a commercial bank with international
		authorization under the CBN Regulation
	Banking Subsidiaries	The banking subsidiaries of Access Bank as of the date of this Scheme
		Document as listed below and such other banking subsidiary as may be
		included at a future date:
		Access Bank (Gambia) Limited;
		Access Bank (Sierra Leone) Limited;
		Access Bank (Rwanda) Plc;
		Access Bank (Zambia) Limited;
		Access Bank (R.D Congo) S.A.R.L
		Access Bank (Ghana) Plc;
		Access Bank (Guinea) S.A;
		The Access Bank (UK )Limited;
		Access Bank (Mozambique) S.A;
		Access Bank Kenya Plc;
		Access Bank (South Africa) Limited; and
		African Banking Corporation of Botswana Limited
	Board of Directors or the Board	The Board of Directors of Access Bank or Holdco, as the context may require
	Business Day	Any day other than a Saturday, Sunday or public holiday declared by the
		Federal Government of Nigeria, on which banks are open for business in
		Nigeria
	CAC	Corporate Affairs Commission
	CAMA	Companies and Allied Matters Act (No 3 of 2020)
	CBN	Central Bank of Nigeria

	CITA	Companies Income Tax Act (as amended), Cap C21, LFN 2004
	Conditions	The conditions of the Scheme as set out in Part III of this Scheme Document
	Court Ordered Meeting, Meeting	The meeting of the Shareholders of Access Bank convened by Order of the
	or CoM	Court, notice of which is set out on pages 52 to 54 of the Scheme Document,
		or any reconvened meeting following any adjournment thereof
	Court Sanction	The Order of the Court pursuant to the provisions of Section 715(3) of the
		CAMA, sanctioning the Scheme
	CSCS	An electronic clearing and depositary system for securities transactions in
		Nigeria operated by Central Securities Clearing System Plc


		3 \| P a g e

CTC	Certified True Copy
Daily Official List	The official list for listed securities that is maintained by NGX, displaying trade
	and price information relating to listed and traded securities
Directors	The Directors of Access Bank, who, at the date of this document, comprise
	those persons whose names are set out on pages 9 and 50 of this Scheme
	Document
Effective Date	The date on which the CTC of the Court Sanction is delivered to the CAC for
	registration
Explanatory Statement	The statement issued by the Financial Adviser to the shareholders of Access
	Bank, for the purposes of explaining the terms, conditions and effects of the
	Scheme, which is set out on pages 13 to 18 of the Scheme Document.

FHC	A Financial Holding Company as defined under the FHC Guidelines
FHC Guidelines	The Guidelines for Licensing and Regulation of Financial Holding Companies
	in Nigeria effective August 29, 2014 issued by the CBN and as may be amended
	from time to time
Final Licence	The final licence to be sought by the Holdco from the CBN subject to
	satisfaction of the relevant requirements of the FHC Guidelines
Financial Adviser	Chapel Hill Denham Advisory Limited
FIRS	Federal Inland Revenue Service
FGN	Federal Government of Nigeria
Form of Proxy or Proxy Form	The form of proxy for use in connection with the Court-Ordered Meeting,
	attached hereto on page 57
Group or Access Bank Group	The existing group as of the date of this Scheme Document, comprising the
	Bank and Subsidiaries of the Bank
Holdco or Access Group	Access Holdings Plc, a public limited liability company incorporated under the
	laws of the Federal Republic of Nigeria with registration number RC 1755118;
	which shall seek a Final Licence to operate as the FHC of the Bank and other
	non-banking subsidiaries, after the Scheme becomes Effective

Holdco Shares	The 35,545,225,622 ordinary shares of 50 Kobo each in the share capital of the
	Holdco which are proposed to be issued to the Scheme Shareholders in
	exchange for the Scheme Shares pursuant to the Scheme
LFN	Laws of the Federation of Nigeria
Listing Rules	The regulations issued by The NGX that are applicable to any company, as the
	context requires.
Nor Naira or NGN	The Nigerian Naira, the currency of the Federal Republic of Nigeria.
The NGX or The Exchange	Nigerian Exchange Limited
No-Objection	The No-Objection granted by SEC in respect of the Scheme.

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Qualification Date	December 6 2021 being the date on which the Register of Members of Access
	Bank shall be closed for purposes of determining the Shareholders who will be
	eligible to attend and vote at the Court-Ordered Meeting
Permissible Subsidiaries	Subsidiaries of Access Bank Group (other than the Banking Subsidiaries) that
	will undertake permissible activities as defined under the FHC Guidelines.
Register of Members	The register of members of Access Bank or the Holdco (as appropriate) that is
	required to be maintained by the Registrar pursuant to the provisions of CAMA
Registrar	Coronation Registrars Limited
Restructure	The proposed corporate reorganisation of the Access Bank Group by way of
	the Scheme, whereby the Holdco will become the listed entity owner of the
	Access Bank Group

Scheme	The Scheme of Arrangement between Access Bank and its Shareholders that
	is proposed to be executed under Section 715 of CAMA, the terms of which
	are as set out on pages 19 to 22 of this document
Scheme Document	This document setting out the Scheme, the Explanatory Statement, the
	Chairman's Statement, the Notice of the Court-Ordered Meeting and the
	various appendices contained therein in relation to the Scheme
Scheme Shares or Shares	The 35,545,225,622 ordinary shares of 50 Kobo each which constitute the
	entire issued share capital of Access Bank as at the date of this Scheme and
	which are listed on the Premium Board of Nigerian Exchange Limited
Scheme Resolution or Resolution	The sub-joined resolution to be proposed as a special resolution at the
	Meeting, and which will be voted on to approve and give effect to the Scheme
Scheme Shareholders or	The holders of the fully paid ordinary shares of Access Bank whose names
Shareholders	appear in the Register of Members as at the Qualification Date and who are
	eligible to attend and vote at the Court-Ordered Meeting
SEC or Commission	Securities and Exchange Commission, established under the ISA
SEC Rules and Regulations	The rules and regulations issued from time to time by the SEC pursuant to the
	ISA.
Terminal Date	The Business Day immediately preceding the Effective Date.
Trading Cessation Date	The date announced on NGX to be the last day for trading in Access Bank
	Shares.

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ACCESS HOLDINGS PLC

ACCESS BANK : SCHEME OF ARRANGEMENT BETWEEN ACCESS BANK PLC AND HOLDERS OF ITS PAID ORDINARY SHARES OF 50 KOBO EACH IN CONNECTION WITH THE PROPOSED RESTRUCTURING OF ACCESS BANK PLC AND RELATED GROUP COMPANIES

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