Botswana Telecommunications : Notice of AGM for the year ended March 2022

NOTICE OF THE2022

ANNUALGENERAL MEETING

For the year ended 31st March 2022

Notice ishereby given that the 2022 Annual General Meeting of BOTSWANA TELECOMMUNICATIONS CORPORATION LIMITED ("BTC") will be held by means of audio or audio and visualcommunication in Gaborone, Botswana on Tuesday, 27th September 2022 at09:00hrs, to transact the following business:

Agenda:

ORDINARY BUSINESS

1. To read the notice convening the meeting.

2. Ordinary Resolution No.1 Presentationof Annual Financial Statements and report

To receive, consider and adopt the Audited Financial Statements for the year ended 31st March 2022, together with the Report of the Auditors and Report of the Audit Commiee as contained in the

annual report.

3. Ordinary Resolution No.2

Dividends

To approve a full and final dividend of 8.71 thebe per share that was declared by the Directorsand paid by the Com- pany.

4. Ordinary Resolution No.3

Re- election of directors of the Company

To re-electby way of separate vote the following Directors of the company, who retire by rotationin terms of Clause 17.4.1 of the Constitution and, being eligible, oer themselves for re-election.

4.1 Mr. Ranjith Priyalal De Silva

4.2 Mr. Andrew Johnson

Brief CVs in respect of each director oering themselves for re-election are containedin the annual report.

The Board recommends the re-election of these directors.

5. Ordinary Resolution No.4 Retirement of a director To note the retirement of the following Director from the company.

5.1Ms. Gaone Macholo

6. Ordinary Resolution No.5

Remuneration of Non-Executive Directors

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

March2022 as reectedon page79 of the Annual Report.

6.2 To approve the proposed remunerationof Non-Executive Directors for the ensuing year as set in the table below:

Role	Current Fees per meeting (BWP)	Proposed Fees per meeting (BWP)
Board Chairperson	15,000	19,000
Board Member	10,000	13,000
Sub-Commiee Chairperson	12,000	15,000
Sub-Commiee Member	10,000	13,000

BOTSWANA TELECOMMUNICATIONS CORPORATION LIMITED

ANNUAL REPORT 2022

NOTICE OF THE2022 ANNUALGENERAL MEETING (continued)

For the year ended 31st March 2022

7. Ordinary Resolution No.6

Appointment of External Auditors

To appoint Deloie & Touché, on recommendation of the Audit and Risk Commiee, as the independent registered auditors of the company for the ensuing year.

8. Ordinary Resolution No.7 Remuneration of external auditors

To approve the remuneration paid to the external auditors, Deloie & Touchéfor the year ended 31st March 2022 as reected on page 184 of the Annual Report.

9. Ordinary Resolution No.8 Re-electionof the members of the Audit and RiskCommiee

To appoint or re-elect by way of separate vote, the following Non-Executive Directors as members of the Audit and RiskCommiee:

9.1. Mr. Ranjith Priyalal De Silva

9.2. Mr. Bafana Molomo 9.3. Mr. Thari Pheko

9.4. Mr. Andrew Johnson

The members' appointment or re-election shall be eective 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.

Brief CVs in respect of each director oering themselves for appointment or re-election are contained in the annual report. The Board recommends the appointment and re-election of these directors to the Audit and Risk Commiee.

10. Any Other Business

To answer any questions put by shareholders in respect of the aairs and the business of the company.

11. To close the meeting Voting and Proxies

A member entitled to aend and vote may appoint a proxy (who need not be amember of the company) to aend and vote for him/her on his/her behalf. The instrument appointing such a proxy must be lodged at or postedto 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.

ByOrder of the Board

Company Secretary

Transfer Secretaries	Current Fees permeeting (BWP)	Proposed Fees per meeting (BWP)
		Role
		Board Chairperson	15,000	19,000
Central Securities	Depository Botswana	13,000
		Board Member	10,000
Private Bag 00417,	Gaborone
		Sub-Commiee Chairperson	12,000	15,000
Physical address: Plot	70667, 4th Floor,	Fairscape Precinct, Fairgrounds
		Sub-Commiee Member	10,000	13,000

Telephone: [phone]

BOTSWANA TELECOMMUNICATIONS CORPORATION LIMITED

ANNUAL REPORT 2022

PROXYFORM

For the year ended 31st March 2022

IMPORTANT INFORMATION REGARDING ATTENDANCE AND PARTICIPATION AT THE ANNUAL GENERAL MEETING OF BOTSWANA TELECOMMUNICATIONS CORPORATION THAT WILLHELD BYMEANS OF AUDIO OR AUDIO AND VISUAL COMMUNICATION IN GABORONE ON 27 SEPTEMBER 2022 AT 09H00

Shareholders are reminded that the AGM 2022 will be held by way of electronic communication through Microso Teams at BTC Megaleng Head Oice, Plot 50350, Gaborone, Botswana at 9am on Tuesday, 27 September 2022.

Persons who are registered as shareholders, in the registers of the Company at the Central Securities Depository Botswana shall be entitled to aend, participate and vote in person or by proxy at the AGM.

ELECTRONIC PARTICIPATION

The AnnualGeneral Meeting will be held entirely through electroniccommunication,being audio or audio and visual communication through Microso Teams by which all Shareholders participating in the meeting will be able to simultaneously hear each other throughout the meeting, as provided for in section 109 of the Companies Act and section 3(b) of the Second Schedule to the Companies Act. The Company's Constitution also permits such electronic communication at a meeting of shareholders.

Shareholders who choose not to aend in person but seek to appoint a proxy to aendthe meeting on their behalf can still submit their proxy forms. Proxy are to be delivered or sent by fax or by e-mailto the Transfer Secretaries, CentralSecurities Depository Botswana, Private Bag 00417, Gaborone, Plot 70667, 4th Floor, Fairscape Precinct, Fairgrounds, Telephone: [phone] or Fax: [phone] or e-mail: [e-mail] as provided for on the proxy form. Where a Shareholder has submied a proxy from, the person aending on the Shareholder's behalf shall be presumed to vote in accordance with the instructions of voting set out in the proxyform.

Shareholders and the proxy of any Shareholder who wish to participate in the AGM 2022, will be required to submit the relevant duly completed Electronic Participation Form, which is annexed to this Notice together with relevant documents to our Transfer Secretaries,Central Securities Depository Botswana, Private Bag 00417, Gaborone, Plot 70667, 4th Floor, Fairscape Precinct, Fairgrounds, Telephone: [phone] or Fax: [phone] or e-mail: [e-mail]. Shareholders are strongly encouraged to complete the Electronic Participation Form their verification well ahead of time.

Once the identity of a Shareholder seeking to aend the meeting and the due authority of any person representing such Shareholder has been verified by Central Securities Depository, the person seeking to aend the AGM will be provided with details on how to join the AGM 2022 viaMicroso Teams.

Voting and Proxies

A member entitled to aend and vote may appoint a proxy (who need not be a member of the company) to aend andvote for him/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 authorizedto receive and count postal votes.

	Role	Current Fees permeeting (BWP)	Proposed Fees per meeting (BWP)
	Board Chairperson	15,000	19,000
	Board Member	10,000	13,000
	Sub-Commiee Chairperson	12,000	15,000
By
Order of the Board
	Sub-Commiee Member	10,000	13,000

Company Secretary

Transfer Secretaries

Central Securities Depository Botswana

Private Bag 00417, Gaborone

Physical address: Plot 70667, 4th Floor, Fairscape Precinct, Fairgrounds

Telephone: [phone]

BOTSWANA TELECOMMUNICATIONS CORPORATION LIMITED

ANNUAL REPORT 2022

PROXYFORM (CONTINUED)

For the year ended 31st March 2022

ELECTRONIC PARTICIPATION FORM

Shareholders or their proxies who wish to participate in the AGM 2022 to be held at 9am on Tuesday, 27 September 2022 via electronic communication ("AGM Participant") must notify the Company by delivering this form to the oice of the Transfer Secretaries, Central Securities Depository Botswana, Private Bag 00417, Gaborone, Plot 70667, 4th Floor, Fairscape Precinct, Fairgrounds, Telephone: [phone] or Fax: [phone] or e-mail: [e-mail] as soon as possible but not later than close of business of business on Monday, 26 September 2022.

Shareholders are strongly encouraged to complete their verification well ahead of time.

Each AGM Participant who has been successfully verifiedby Central Securities Depository will be provided details on how to join the AGM 2022 via Microso Teams. AGM Participantswho are a proxy for a shareholder will be presumed to vote at the meeting in accordance with the instructions for voting set out on the proxy form.

Reference is made to the Notice of AGM and the below important information whichmust be completed regarding participation and voting at the AGM 2022:

Name of registered shareholder

Omang/ID/Registrationnumber of registered shareholder

Name and Contact details of CSDP or broker (if shares are held in dematerialised form)

Shareholder CSD account number/broker account number or own name account number or custodian account number

Number of ordinary shares held

Full name of AGM 2022 Participant

Omang/ID number of AGM Participant

Email Address of AGM Participant

Cell phone number of AGM Participant

By signing this form/We agree and consent to the processing of my/our personal information above for purposes of participating in the AGM 2022 and acknowledge the following:

1. The cost of joining the AGM 2022 is for the expense of the AGM Participant. The AGM Participant is notpermied to share the link with a third party.

2. The Company, its agents and third party service providers cannot be held accountable and will not be obliged to make alternative arrangements in the vent of a loss or interruption of network activity or other network failure

dueto insuicient airtime, internet connectivity, internet bandwidth, power outages or any other circumstances which may prevent the AGM Participant or proxy holder from participating in theAGM 2022.

		Role	Current Fees permeeting (BWP)	Proposed Fees per meeting (BWP)
		Board Chairperson	15,000		19,000
Signed this	10,000	day of	September 2022
		Board Member		13,000
		Sub-Commiee Chairperson	12,000		15,000
Signature of Shareholder (s)
		Sub-Commiee Member	10,000		13,000

Assisted by (whereapplicable) ______________

Only foruse 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 aend the annual general meeting to be held by means of audio or audio and visual communication in Gaborone, Botswana on Tuesday, 27th September 2022 at 09:00hrs, in order that theCSDP or broker may issue them with the necessary Leers of Representation toaend, or provide the CSDP or brokerwith their voting instructions should they wish not to aend the annual general meeting in person.

BOTSWANA TELECOMMUNICATIONS CORPORATION LIMITED

ANNUAL REPORT 2022

PROXYFORM (CONTINUED)

For the year ended 31st March 2022

Please readthe notes overleaf before completing this form.

I/We___________________________________________________________________________

(Name in block leers) ______________________________________________________________

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 audioand visual communication in Gaborone, Botswana on Tuesday, 27th September 2022 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.

Signed at: _______________________________________________________________________

Date: __________________________________Signature: _________________________________

	For	Against	Abstain
Ordinaryresolution 1	Agenda item No 2
Ordinary resolution 2	Agenda item No 3
Ordinary resolution 3	Agenda item No 4
	Mr. Ranjith Priyalal De Silva
	Mr. Andrew Johnson
Ordinary resolution 4	Agenda item No 5
Ordinary resolution 5	Agenda itemNo 6
Ordinary resolution 6	Agenda item No 7
Ordinaryresolution 7	Agenda item No 8
Ordinary resolution 8	Agenda item No 9

Mr. Ranjith Priyalal De Silva

Mr. Bafana Molomo

Mr. Thari Pheko

Mr. Andrew Johnson

Signed at: _________________________________________________________________

Date: _____________________________________________________________________

Signature:	Current Fees permeeting (BWP)	Proposed Fees per meeting (BWP)
	Role
	Board Chairperson	15,000	19,000
	Board Member	10,000	13,000
Assisted by (where	applicable):	15,000
	Sub-Commiee Chairperson	12,000
Full	names of signatory/ies if signing	in a representative		capacity
	Sub-Commiee Member	10,000	13,000		a General Meeting is entitled to appoint one or more
Each shareholder who is entitledto aend and vote at

persons as proxy to aend 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 -12 on the reverse side hereof

1. A BTCShareholder must insert the name of a proxy or the name of two alternative proxies of the Shareholder's choice in the space provided with orwithout deleting "Chairperson ofthe Annual General Meeting". The person

whose name appears first on the form of proxy

2. and whose name has not been deleted shall be entitled to act as proxy to the exclusion of those whose names follow.

BOTSWANA TELECOMMUNICATIONS CORPORATION LIMITED

ANNUAL REPORT 2022