Botswana Telecommunications : NOTICE OF THE 2023 ANNUAL GENERAL MEETING

Integrated Repor t 2023

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Notice of the 2023 Annual

General Meeting

Notice is hereby given that the 2023 Annual General Meeting of BOTSWANA TELECOMMUNICATIONS CORPORATION LIMITED ("BTC") will be held at Boipuso Hall, Fairgrounds Holdings in Gaborone, Botswana on Tuesday, 26th September 2023 at 09:00hrs, to transact the following business:

Agenda:

ORDINARY BUSINESS

1To read the notice convening the meeting.

2 Ordinary Resolution No.1

Presentation of Annual Financial Statements and Auditors Report

To receive, consider and adopt the Audited Financial Statements for the year ended 31st March 2023, together with the Report

contained in the Integrated Annual Report.

3 Ordinary Resolution No.2

Dividends

To approve a full and final dividend of 6.71 thebe per share that was declared by the Directors and paid by the Company.

4 Ordinary Resolution No.3 Appointment of Directors

To re-elect by way of separate vote the following Directors of the company, who retire by rotation in terms of Clause 17.4.1 of the

1. Mr. Thari Pheko
2. Mr. Bafana Molomo

appointment are contained in the Integrated Annual Report. The Board recommends the re-electionof these directors.

5 Ordinary Resolution No.4

Remuneration of non-executive directors

To consider and approve the remuneration paid to Non-Executive Directors of the Company for the year ended 31st March 2023 as

6 Ordinary Resolution No.5 Appointment of External Auditors

To appoint , upon recommendation of the Audit the company for the ensuing year.

7 Ordinary Resolution No.6

Remuneration of external auditors

To approve the remuneration paid to the external auditors,

on page 125 of the Integrated Annual Report.

8 Ordinary Resolution No.7

To appoint or re-elect by way of separate vote, the following nonexecutive directors as members of the Audit and Risk

1. Mr. Ranjith Priyalal De Silva
2. Mr. Bafana Molomo
3. Mr. Thari Pheko
4. Mr. Andrew Johnson

from the conclusion of the annual general meeting at which this resolution is passed until the conclusion of the next annual general meeting of the Company.

appointment or re-election are contained in the annual report. The Board recommends the appointment and re-electionof

9 Any Other Business

To answer any questions put by shareholders in respect of the

10 To close the meeting

Voting and Proxies

her on his/her behalf. The instrument appointing such a proxy must be lodged at or posted to the Transfer Secretaries at the below stated address not less than 48 hours before the meeting. Central Securities Depository Botswana are authorized to receive and count postal votes.

By Order of the Board

Company Secretary

Transfer Secretaries

Central Securities Depository Botswana

Private Bag 00417, Gaborone

Physical address: Plot 70667, 4th Floor,

Fairscape Precinct, Fairgrounds

Telephone: [phone].

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Proxy form

Only for use and completion by holders of Ordinary shares of BTC in certificated or dematerialized "own name registered" form. Other dematerialized shareholders must inform the CSDP or broker of their intention to attend the annual general meeting to be held at Boipuso Hall, Fairgrounds Holdings, Gaborone, Botswana on Tuesday, 26th September 2023 at 09:00hrs, in order that the CSDP or broker may issue them with the necessary Letters of Representation to attend, or provide the CSDP or broker with their voting instructions should they wish not to attend the annual general meeting in person.

Please read the notes overleaf before completing this form.

I/We ..................................................................................................................................................................................................................................................................................

(Name in block letters)

of (Address) .....................................................................................................................................................................................................................................................................

Telephone(work)
being a shareholder of BTC and a holder of	number of ordinary shares, hereby appoint
1	or failing him/her

2. ................................................................................................................................................................................................................................................. or failing him/her

3. The Chairperson of annual general meeting as my /our proxy to act for me/us at the Annual General Meeting of the Company to be held held by means of audio or audio and visual communication in Gaborone, Botswana on Tuesday, 26th September 2023 at 09:00hrs, and at any adjournment thereof for the purpose of considering, and if deemed fit, passing with or without modification, the resolutions and/or abstain from voting as indicated in the resolution to be considered at the said meeting.

	For	Against	Abstain
Ordinary resolution 1	Agenda item No 2
Ordinary resolution 2	Agenda item No 3
Ordinary resolution 3	Agenda item No 4
	Mr. Thari Pheko
	Mr. Bafana Molomo
Ordinary resolution 4	Agenda item No 5
Ordinary resolution 5	Agenda item No 6
Ordinary resolution 6	Agenda item No 7
Ordinary resolution 7	Agenda item No 8
	Mr. Ranjith Priyalal De Silva
	Mr. Thari Pheko
	Mr. Bafana Molomo
	Mr. Andrew Johnson
Signed at:
Date:	Signature:
Assisted by (where applicable):

Full names of signatory/ies if signing in a representative capacity

Each shareholder who is entitled to attend and vote at a General Meeting is entitled to appoint one or more persons as proxy to attend speak and vote in place of the shareholder at the Annual General Meeting and the proxy so appointed need not be a member of the company.

Please read notes 1 - 11 on the reverse side hereof

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Inte grated Repor t 2023

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Proxy form

NOTES TO FORM OF PROXY

1. A BTC Shareholder must insert the name of a proxy or the name of two alternative proxies of the Shareholder's choice in the space provided with or without deleting "Chairperson of the Annual General Meeting". The person whose name appears first on the form of proxy and whose name has not been deleted shall be entitled to act as proxy to the exclusion of those whose names follow.
2. A shareholder's instruction to the proxy must be indicated by the insertion of the relevant number of votes exercisable by the Shareholder in the appropriate space provided. Failure to comply herewith will be deemed to authorize the proxy to vote at the General Meeting as he/she deems fit in respect of the Shareholders votes exercisable thereat, but where the proxy is the Chairperson, failure to comply will be deemed to authorize the proxy to vote in favour of the resolution. A Shareholder or his/her proxy is obliged to use all the votes exercisable by the Shareholder or by his/her proxy.
3. The completion and lodging of this form will not preclude the relevant Shareholder from attending the General Meeting and speaking and voting in person thereat to the exclusion of any proxy appointed in terms thereof.
4. The Chairperson of the Annual General Meeting may reject or accept any form of proxy not completed and/or received other than in accordance with these notes provided that he/she is satisfied as to the manner in which the Shareholder concerned wishes to vote.
5. The date must be filled on this proxy form when it is signed.
6. Any alterations or corrections made to this form of proxy must be initialled by the signatory/ies.
7. An instrument of proxy shall be valid for the Annual General Meeting as well as for any adjournment thereof, unless the contrary is stated thereon.
8. The authority of a person signing the form of proxy under power of attorney or on behalf of a company must be attached to the form of proxy.
9. Where Ordinary Shares are held jointly, all Shareholders must sign. A minor must be assisted by his/her guardian unless the relevant documents establishing his/her legal capacity are produced or have been registered with the transfer secretaries.
10. Forms of Proxy must be lodged or posted to the Transfer Secretaries, Central Securities Depository Company of Botswana (CSDB), Private Bag 00417, Gaborone
11. Dematerialized shareholders, other than with "own name registration", must NOT complete this form of proxy and must provide their CSDP or broker with their voting instructions in terms of the custody agreement entered into between such shareholders and CSDP or broker.

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