This document is important and should be read carefully

This Programme Memorandum has been prepared in accordance with the guidelines of the Central Bank of Nigeria and the FMDQ Commercial Paper Quotation Rules in force as at the date hereof. The document is important and should be read carefully. If you are in any doubt about its content or the action to take, kindly consult your Stockbroker, Accountant, Banker, Solicitor or any other professional adviser for guidance immediately. This Programme Memorandum has been seen and approved by the Executive Management of Access Bank Plc who jointly and individually accepts full responsibility for the accuracy of all information given.

RC: 125384

ACCESS BANK PLC

N100,000,000,000 COMMERCIAL PAPER ISSUANCE PROGRAMME

Access Bank Plc (“Access Bank” or “the Issuer”), a public limited liability company incorporated in Nigeria and listed on The Nigerian Stock Exchange (the “Exchange”), has established this N100,000,000,000 Commercial Paper Issuance Programme (the “CP Programme”), under which Access Bank may from time to time issue Commercial Paper notes (“CP Notes” or “Notes”), denominated in NGN (“Naira”) as may be agreed between the Issuer and each relevant Dealer and or the Joint Lead Arrangers (as defined in the section entitled, “Summary of the Programme”, in separate series or tranches subject to the terms and conditions (“Terms and Conditions”) contained in this Programme Memorandum.

Each Series or Tranche (as defined under the Terms and Conditions) will be issued in such amounts, and will have such discounts, period of maturity and other terms and conditions as set out in the Pricing Supplement applicable to such series or tranche (the “Applicable Pricing Supplement”). The maximum aggregate nominal amount of all CP Notes from time to time outstanding under the CP Programme shall not exceed N100,000,000,000 over a three-year period that this Programme Memorandum, including any amendments thereto, shall remain valid.

This Programme Memorandum is to be read and construed in conjunction with any supplement hereto and all documents which are incorporated herein by reference and, in relation to any Series or Tranche (as defined herein), together with the Applicable Pricing Supplement. This Programme Memorandum shall be read and construed on the basis that such documents are incorporated and form part of this Programme Memorandum.

The CP Notes will be issued in dematerialised form and may be registered, quoted and traded over the counter (“OTC”) via the FMDQ OTC PLC (“FMDQ”) Platform in accordance with the rules, guidelines and such other regulation as may be prescribed by FMDQ from time to time, or any other recognized trading platform, and securities will settle via the Central Securities Clearing System Plc (“CSCS”), acting as Registrars and Clearing Agent for the Notes.

This Programme Memorandum and the Applicable Pricing Supplement shall be the sole concern of the Issuer and the party to whom this Programme Memorandum and the Applicable Pricing Supplement is delivered (the “Recipient”) and shall not be capable of distribution and should not be distributed by the Recipient to any other parties nor shall any offer made on behalf of the Issuer to the Recipient be capable of renunciation and assignment by the Recipient in favour of any other party. In the event of any occurrence of a significant factor, material mistake or inaccuracy relating to the information included in this Programme Memorandum, the Issuer will prepare a supplement to this Programme Memorandum or publish a new Programme Memorandum for use in connection with any subsequent issue of CP Notes.

JOINT LEAD ARRANGERS

RC207138

RC622258

DEALERS

RC207138

RC626551

ISSUING, PLACING, PAYING AND COLLECTING AGENT ISSUING AND PLACING AGENT

RC207138

RC622258

This Programme Memorandum is dated 6th of September, 2016

Access Bank Plc | Commercial Paper Programme Memorandum 2

TABLE OF CONTENTS

GLOSSARY OF DEFINED TERMS 3

IMPORTANT NOTICES 5

INCORPORATION OF DOCUMENTS BY REFERENCE 6

ACCESS BANK PLC 9

USE OF PROCEEDS 21

TERMS AND CONDITIONS OF THE NOTES 22

1. Issuance Of Notes 22

2. Form, Denomination And Title 22

3. Status Of The Notes 23

4. Redemption 23

5. Payments 23

6. Event Of Default 24

7. Register 25

8. Notices 25

9. Modification 26

10. Meeting Of Noteholders 26

11. Further Issues 27

12. Governing Law 27

TAX CONSIDERATIONS 28

RISK FACTORS 29

SETTLEMENT, CLEARING AND TRANSFER OF NOTES 33

PRO FORMA APPLICABLE PRICING SUPPLEMENT 35

AUDITOR’S COMFORT LETTER 39

EXTRACT OF THE ISSUER’S RATING REPORT 40

LEGAL OPINION ON THE NOTES [PLACEHOLDER] 43

GENERAL INFORMATION 45

PARTIES TO THE TRANSACTION 46


GLOSSARY OF DEFINED TERMS

Except where expressed otherwise, the following definitions apply throughout this document.

“Access Bank”, “Issuer”, or the “Company”

Access Bank Plc

“AMCON” Asset Management Corporation of Nigeria

“Board” or “Directors” Board of Directors of Access Bank Plc

"Business Day" Any day except Saturdays, Sundays and public holidays declared by the Federal Government of Nigeria

"CBN" Central Bank of Nigeria

"CSCS" or the "Clearing System"

Central Securities Clearing Systems Plc

“CBN Guidelines” CBN’s Guidelines on the Issuance and Treatment of Bankers Acceptances and Commercial Papers, issued on 18th November 2009, as amended or supplemented from time to time

“CGT” Capital Gains Tax as provided for under the Capital Gains Tax Act Cap C1, LFN 2004

“CITA” Companies Income Tax Act Cap C21, LFN 2004 (as amended by the Companies Income Tax Act No 11 of 2007)

“Commercial Paper”, “CP”, “CP Notes” or “Notes”

Unsecured Commercial Paper Notes to be issued by the Issuer under the CP Programme in form of short term zero-coupon notes

“Conditions” or “Terms and Conditions”

Terms and conditions, in accordance with which the Notes will be issued, set out in the section of this Programme Memorandum headed “Terms and Conditions of the Notes”

“CP Programme” or “Programme”

The CP Programme described in this Programme Memorandum pursuant to which the Issuer may issue several separate Series or Tranches of Notes from time to time with varying maturities and discount rates provided, however, that the aggregate Face Value of Notes in issue does not exceed N100,000,000,000

“Day Count Fraction” The method of calculating the discount/interest in respect of a Note as specified in the Applicable Pricing Supplement

“Dealers” Coronation Merchant Bank Limited and Chapel Hill Denham Securities Limited, and any other additional Dealer appointed under the Programme from time to time, which appointment may be for a specific issue or on an ongoing basis, subject to the Issuer’s right to terminate the appointment of any Dealer

“Default Date” The date on which the written notice of the Event of Default is served to the Issuer

“Face Value” The par value of the Notes

"FGN" Federal Government of Nigeria

"FIRS" Federal Inland Revenue Service

“FMDQ Rules” The FMDQ Commercial Paper Quotation Rules (as may be amended from time to time)

“FMDQ” or “FMDQ OTC PLC”

means an over-the-counter securities exchange self-regulatory organisation licensed by the SEC, Nigeria to provide a platform for the listing, quotation, registration and trading of securities inter alia

“Holder” or “Noteholder” The holder of a Note as recorded in the Register kept by the CSCS in accordance with the Terms and Conditions

GLOSSARY OF DEFINED TERMS


“Implied Yield” The yield accruing on the Issue Price of a Note, as specified in the Applicable Pricing Supplement

“Issue Date” The date upon which the relevant Series/Tranche of the Notes is issued as specified in the Applicable Pricing Supplement

“Issue Price” The price at which the relevant Series/Tranche of the Notes is issued, as specified in the Applicable Pricing Supplement

“Issue Rate” The Discount Rate at Issuance

“Issuing, Placing, Paying And Collecting Agent” or “IPCA”

Coronation Merchant Bank Limited or any other CBN-licensed deposit money bank or discount house sponsoring the issuance of the CPs on FMDQ platform, placement of the CPs with the primary investors, as well as collecting and paying funds to investors and Issuers. The IPCA must be a FMDQ Registration Member (Quotations).

“Issuing And Placing Agent” or “IPA”

Chapel Hill Advisory Partners Limited or any other a non-bank financial institution sponsoring the issuance of the CP on FMDQ platform and the placement of CPs with the primary investors. The IPA must be a FMDQ Registration Member (Quotations).

“Joint Lead Arrangers” Coronation Merchant Bank Limited

Chapel Hill Advisory Partners Limited

"LFN" Laws of the Federation of Nigeria

"Redemption Date" The date as specified in each Applicable Pricing Supplement on which the Principal Amount is due

“Material Adverse Change” Means a material adverse effect on the ability of the Issuer to perform and comply with its payment obligations under the CP Programme

"Naira", "NGN" or "N" The Nigerian Naira

“OTC” Over The Counter

“PITA” Personal Income Tax Act Cap P8, LFN 2004 (as amended by the Personal Income Tax (Amendment) Act No 20 of 2011)

“Pricing Supplement” or “Applicable Pricing Supplement”

The Pricing Supplement applicable to a particular Series or Tranche of Notes issued under the CP Programme

“Principal Amount” The nominal amount of each Note, as specified in the Applicable Pricing Supplement

“Programme Memorandum” This information memorandum dated 6th of September, 2016 which sets out the aggregate size and broad terms and conditions of the CP Programme

"Register" A register or such registers as shall be maintained by the CSCS in which are recorded details of Note holders

“Relevant Date” The payment date of any obligation due on the Notes

“Relevant Last Date” The date stipulated by CSCS and specified in the Applicable Pricing Supplement, after which transfer of the Notes will not be registered

“SEC” The Securities and Exchange Commission

“Series” A Tranche of Notes together with any further Tranche or Tranches of Notes which are (i) expressed to be consolidated and form a single series and (ii) are identical in all respects except for their respective Issue Dates, and/or Issue Prices

“The NSE” The Nigerian Stock Exchange

“Tranche” Notes which are identical in all respects

“VAT” Value Added Tax as provided for in the Value Added Tax Act, CAP VI, LFN 2004 (as amended by the Value Added Tax Act No 12 of 2007)

“WHT” Withholding Tax as provided for in section 78(2) of CITA and section 70 of PITA

“Zero Coupon Note” A Note which will be offered and sold at a discount to its Face Value and which will not bear interest, other than in the case of late payment


IMPORTANT NOTICES

This Programme Memorandum contains information provided by the Issuer in connection with the CP Programme under which the Issuer may issue and have outstanding at any time Notes up to a maximum aggregate amount of N100,000,000,000. The Notes shall be issued subject to the Terms and Conditions contained in this Programme Memorandum.

The Issuer shall not require the consent of the Note holders for the issue of Notes under the Programme.

The Issuer accepts responsibility for the information contained in this Programme Memorandum. To the best of its knowledge and belief of the Issuer (who has taken all reasonable care to ensure that such is the case) the information contained or incorporated in this Programme Memorandum is correct and does not omit any material fact that is likely to affect the import of such information.

The Issuer, having made all reasonable enquiries, confirms that this Programme Memorandum contains or incorporates all information which is reasonably material in the context of the CP Programme and the offering of the Notes, that the information contained in this Programme Memorandum and the Applicable Pricing Supplement is true and accurate in all material respects and is not misleading and that there are no other facts the omission of which would make this document or any of such information misleading in any material respect.

No person has been authorised by the Issuer to give any information or to make any representation not contained or not consistent with this Programme Memorandum or any information supplied in connection with the CP Programme and if given or made, such information or representation must not be relied upon as having been authorised by the Issuer.

Neither this Programme Memorandum nor any other information supplied in connection with the CP Programme is intended to provide a basis for any credit or other evaluation, or should be considered as a recommendation or the rendering of investment advice by the Issuer, the Dealers, or the Joint Lead Arrangers that any recipient of this Programme Memorandum should purchase any Notes.

No representation, warranty or undertaking, express or implied is made and no responsibility is accepted by the Joint Lead Arrangers, the Dealers, or other professional advisers as to the accuracy or completeness of the information contained in this Programme Memorandum or any other information provided by the Issuer. The Joint Lead Arrangers, the Dealers and other professional advisers do not accept any liability in relation to the information contained in this Programme Memorandum or any other information provided by the Issues in connection with the Programme.

Specifically, the FMDQ OTC PLC takes no responsibility for the contents of this Programme Memorandum, nor any other information supplied in connection with this CP Programme, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this Programme Memorandum

Each person contemplating purchasing any Commercial Paper should make its own independent investigation of the financial condition and affairs, and its own appraisal of the credit worthiness, of the Issuer. Neither this Programme Memorandum nor any other information supplied in connection with the CP Programme constitutes an offer or invitation by or on behalf of the Issuer to any person to subscribe for or to purchase any Notes.

The delivery of this Programme Memorandum does not at any time imply that the information contained herein concerning the Issuer is correct at any time subsequent to the date hereof. Investors should review, among other things, the most recent audited annual financial statements of the Issuer prior to taking any investment decision.


INCORPORATION OF DOCUMENTS BY REFERENCE

This Programme Memorandum should be read and construed in conjunction with:

1. Each Applicable Pricing Supplement relating to any Series or Tranche of Notes issued under the Programme; and

2. The audited annual financial statements of the Issuer for the financial years prior to each issue of Notes under this Programme.

which shall be deemed to be incorporated into, and to form part of, this Programme Memorandum and which shall be deemed to modify and supersede the contents of this Programme Memorandum as appropriate.

The audited financial statements and documents incorporated by reference shall be available on the website of the Issuer, www.accessbankplc.com, unless such documents have been modified or superseded (and which documents may at the Issuer’s option be provided electronically). Requests for such documents shall be directed to the Issuer or Joint Lead Arrangers at their specified offices as set out in this Programme Memorandum.

http://www.accessbankplc.com/

SUMMARY OF THE PROGRAMME


This summary information should be read in conjunction with the full text of this Programme Memorandum, from where it is derived. The information below is a brief summary of the key features and summarized terms and conditions of the proposed CP Programme:

Auditors: PricewaterhouseCoopers

Currency of Issue: Nigerian Naira

Dealers:

Coronation Merchant Bank Limited and Chapel Hill Denham Securities Limited, and any other additional Dealer appointed under the Programme from time to time, which appointment may be for a specific issue or on an ongoing basis, subject to the Issuer’s right to terminate the appointment of any Dealer

Default Date: The date on which the written notice of the Event of Default is served to the Issuer

Default Rate: Interest rate equivalent to the daily overnight NIBOR + 5% per annum or Discount Rate at issuance + 5% per annum (whichever is higher)

Governing Law: The Notes issued under the Programme and all related contractual documentation will be governed by, and construed in accordance with Nigerian law

Interest Payments: Notes shall be issued at a discount and in the form of zero-coupon notes. Thus, the Notes will not bear interest, other than in the case of late payment

Issuance in Series:

The Notes will be issued in Series or Tranches, and each Series may comprise one or more Tranches issued on different dates. The Notes in each Series, each a Tranche, will have the same maturity date and identical terms (except that the Issue Dates and Issue Price may be different). Details applicable to each Series or Tranche will be specified in the Applicable Pricing Supplement

Issue Price: The price at which the relevant Series/Tranche of the Notes is issued, as specified in the Applicable Pricing Supplement

Issue Rate: The Discount Rate at Issuance

Issue Size: As specified in the Applicable Pricing Supplement, subject to a minimum value of N5million and multiples of N1million thereafter

Issuer Rating: The Issuer has been assigned ‘A+’ rating from Agusto & Co. Limited and a long term rating of A+ from GCR

Issuer: Access Bank Plc

Issuing and Paying Agent or IPA Chapel Hill Advisory Partners Limited

Issuing, Placing, Paying and Collecting and Agent or ICPA:

Coronation Merchant Bank Limited

Joint Lead Arrangers: Coronation Merchant Bank Limited Chapel Hill Advisory Partners Limited

Programme Size: N100,000,000,000 (One Hundred Billion Naira)

Programme: The commercial paper issuance programme established by the Issuer which allows for the multiple issuance of Notes from time to time under a standardized documentation framework

SUMMARY OF THE PROGRAMME


Quotation:

The Issuer may elect at its discretion to have any Series or Tranche of Notes quoted on the FMDQ Platform or any other recognized trading platform. All secondary market trading of the Notes shall be done in accordance with the rules in relation to the quotation or listing of any Series or Tranche of Notes quoted or listed on the relevant trading platform

Redemption: As stated in the Applicable Pricing Supplement, subject to the CBN Guidelines

Registrars/Custodian: Central Securities Clearing System Plc

Settlement Procedures:

Purchases will be settled via Direct Debit, Electronic Funds Transfers , NIBBS Instant Payment (NIP), NIBBS Electronic Funds Transfer (“NEFT”) or Real Time Gross Settlement (“RTGS”)

Solicitors: Aluko & Oyebode

Status of Notes:

Each Note constitutes a senior unsecured obligation of the Issuer and save for certain debts mandatorily preferred by law, the Notes rank pari passu among themselves, and save for certain debts mandatorily preferred by law, with other present and future senior unsecured obligations of the Issuer outstanding from time to time

Taxation:

The Notes issued under the Programme will be zero-coupon notes and as such, will be offered and sold at a discount to Face Value. The Notes will thus not bear interest, and the Issuer will not be required to withhold or deduct tax from payments in respect of the Notes to the Note holders. However, the discount on the Notes may be taxed in accordance with applicable Nigerian tax laws.

Tenor: As specified in the Applicable Pricing Supplement, subject to a minimum tenor of 15 days and a maximum of 270 days, including roll-over from the date of issue

Use of Proceeds:

The net proceeds from each issue of Notes under the Programme will be used solely to support the Issuer’s short term funding requirements, or as may otherwise be specified in the Applicable Pricing Supplement


ACCESS BANK PLC

BACKGROUND

Access Bank is a full service commercial bank operating through branches and service outlets located in major centres primarily across Nigeria and sub-Saharan Africa, as well as the United Kingdom, with representative offices in China, Lebanon, India and the United Arab Emirates (Dubai). The Group provides a wide range of banking and other financial services to over 6.5 million customers from 374 branches and service centres with total assets of ₦3.3 trillion, all as at 30 June 2016. According to The Banker Magazine in February 2016, Access Bank is one of the five largest banks in Nigeria in terms of assets, loans and deposits, and is ranked as one of Africa’s top 20 banks by total assets and capital. The Group's strategy focuses on the pursuit of building sustainable practices, innovation, superior service delivery and employee empowerment. As at 30 June 2016, the Group has over 800,000 shareholders comprising Nigerian and international institutional investors, and more than 5,000 staff. The Group's debt instruments are listed on the London Stock Exchange and the Irish Stock Exchange, and, as at 30 June 2016, the Bank has a credit rating of B+ from Standard & Poor’s, B from Fitch and B1 from Moody’s as well as a local credit rating of A+ from Agusto and a long term rating of A+ from GCR. The Group's financial products and services include corporate and trade finance operations, treasury and investment services, retail banking products and services (including current and savings accounts, credit cards, automated teller machine ("ATM") services, electronic banking and retail lending), money market activities and private banking services/wealth management. The Group applies a Value Chain Model ("VCM") which the Group views as a key competitive differentiator to acquire and retain market share, by aiming to develop and align its products and services to the activities of its corporate clients and various stakeholders who participate in creating value for these corporate clients, such as suppliers, distributors, customers, employees (including their family members) and shareholders of such corporate clients, as well as government authorities and regulators who interact with those corporate clients. In 2015, the Group adopted the use of data analytics and technology to support its VCM and grow its share of top corporate and commercial banking customers. In addition, in 2015 the Group re-engineered certain existing processes across the Group to enable enhanced collaboration amongst the Group’s Strategic Business Units ("SBUs") in an effort to drive sustainability throughout the entire value chain. Under these new processes, each SBU is encouraged to seek to extend the VCM to stakeholders who may not be its immediate customers in partnership with other SBUs. For example, the Commercial Banking SBU, which primarily serves private and public sector business, would be encouraged to collaborate with the Personal Banking SBU to build relationships with potential new clients who may be employees of the private and public sector businesses. This collaboration has permitted the continued development and launch of products tailored to customers across the value chain and which are offered in key growth sectors and markets for Access Bank. The Group's main business activities are served by the following SBUs: Corporate and Investment Banking: Access Bank believes that the Corporate and Investment Banking SBU has become one of the largest support bases for institutional clients that are driving change in Nigeria through infrastructure development projects, construction of improved transportation links and other commercial and real estate developments. The Corporate and Investment Banking SBU primarily serves multinational, large local and foreign-owned companies with minimum annual turnover of ₦10 billion. The Corporate and Investment Banking SBU continues to seek long-term partnerships with such clients across key growth sectors of the Nigerian economy, particularly oil and gas, telecommunications, power and infrastructure, food and beverages, as well as transport and household utilities. In addition, the Corporate and Investment Banking SBU's treasury team provides solutions to address corporate client needs across funding, foreign exchange, liquidity, investment, hedging and other risks. This SBU also provides customised financial solutions to complex funding challenges of large corporate clients in key sectors of the Nigerian economy and is responsible for the

ACCESS BANK PLC


Group's relationships with domestic and international financial institutions (including Development Finance Institutions ("DFIs"). Commercial Banking: As at 30 June 2016, the Commercial Banking SBU is the largest market-facing business that operates within the Group. This SBU offers specialised business solutions and bespoke financial services to support the needs of its target markets, namely general commerce/trading, manufacturing, construction, hospitality and lifestyle (such as hotels and restaurants), the public sector and the Asian market. The Commercial Banking SBU primarily serves:

private sector businesses, consisting of local and foreign-owned institutions operating within the Group's identified market segments with a minimum annual business turnover of ₦1 billion (excluding companies that meet the Corporate and Investment Banking SBU customer criteria), and

public sector, federal, state and local government (including ministries, departments and agencies) and government-affiliated businesses.

Business Banking: The Business Banking SBU primarily serves companies and small and medium enterprises ("SMEs") that are seeking to grow their business with annual turnover of not more than ₦1 billion. This SBU has recorded considerable growth in its customer base, with over 200,000 customers spread across key market segments including imports and exports, commerce/distributive trade, educational institutions, contractors and healthcare providers as at 30 June 2016 (as compared to over 150,000 customers as at 30 June 2015). Personal Banking: With a retail banking focus, the Personal Banking SBU offers integrated products and services to ultra-high and high net worth individuals, affluent professionals, employees in the value chain of the Group’s corporate clients, as well as students, pensioners and informal traders. This SBU also provides international money transfer services through the Group’s franchise business primarily for remittance services, utilities and government revenue collection, as well as development banking with emphasis on non-governmental organisations. Digital Banking: The Digital Banking SBU provides solutions to enable consumers to make purchases and payments conveniently and allow businesses to sell and accept payment in their preferred manner while seeking to connect businesses and their customers in a way that adds value to both parties. Through the Group's digital banking solutions, Access Bank seeks to provide its customers with the ability to access these payment services across various devices or channels in an effort to enable the Group to deliver a seamless customer experience. The following table lists each SBU and their relevant share of the Group's total net revenue, outstanding customer loans and deposits all as at 30 June 2016:

(N millions except %)

Strategic Business Unit Revenue

% of the Group's

Revenue Loans

% of the Group's Outstan

ding Loans

Deposits

% of the Group's

Deposits

Corporate and Investment Banking SBU 51,627 29.7% 662,335 36.5% 542,036 27.5%

Commercial Banking SBU 71,092 40.8% 1,031,108 56.8% 823,896 41.8%

Business Banking SBU 15,688 9.0% 64,252 3.5% 226,776 11.5% Personal and Private Banking SBU 35,662 20.5% 58,227 3.2% 377,714 19.2%

Total 174,069 100% 1,815,923 100% 1,970,425 100%

ACCESS BANK PLC


The Group's core business segments are supported by its Operations and Information Technology division which provides transaction processing services and technical support and infrastructure for the rest of the Group's divisions. Services provided include, amongst other things, payment and collections services and trade finance services.

Access Bank was incorporated as a private limited liability company on 8 February 1989, with registration number RC 125384 and commenced business on 11 May 1989. Access Bank was converted to a public limited liability company on 24 March 1998 and its shares were listed on the NSE on 18 November 1998. Access Bank was issued a universal banking licence by the CBN on 5 February 2001, and applied for and received an approval from the CBN on 5 February 2014, under the new CBN licensing regime.

As at the date of this Programme Memorandum, Access Bank has seven banking subsidiaries and a special purpose vehicle (SPV). As described below;

Banking subsidiaries

As at the date of this Programme Memorandum, the Group has seven banking subsidiaries: Access Bank (Ghana) Limited, Access Bank Rwanda, Access Bank (Gambia) Limited, Access Bank (Sierra Leone) Limited, Access Bank Zambia Limited, Access Bank (R.D. Congo) and The Access Bank UK Limited.

Special Purpose Vehicle

As at the date of this Programme Memorandum, the Group has one non-banking subsidiary: Access Finance BV. (Netherlands).

Disposal of subsidiaries

In line with the Group's strategy to focus on Nigeria as its primary market and extend its operations only to select African economies, the Group disposed of its interests in Access Bank Cote d'Ivoire and Access Bank Burundi and reduced its interests in Access Bank (Gambia) Limited, Access Bank (Sierra Leone) Limited and Access Bank (R.D. Congo). The Group also completed the liquidation of Flexmore Technologies Limited, following the approval of the Corporate Affairs Commission.

Equity Interests

As at 30 June 2016, the Group also held a 17.7 per cent. equity interest in IBTC Pension Managers, a 17.7 per cent. equity interest in Unified Payment Services Limited, a 7.2 per cent. equity interest in Nigeria Interbank Settlement System, a 7.5 per cent. equity interest in Central Securities Clearing System Limited, a 13.6 per cent. equity interest in Credit Bureau Limited, a 7.0 per cent. equity interest in E-Transact and a 10.2 per cent. equity interest in Africa Finance Corporation.

ACCESS BANK PLC


Corporate Structure

The following chart shows the corporate structure of the Group as at 30 June 2016.

Access Bank's registered office is located at Plot 999C, Danmole Street, Victoria Island, Lagos, Nigeria and its telephone number is +234 1 461 9264-9.

History

The Group commenced operations in Nigeria as a privately held bank in 1989. In November 1998, Access Bank was listed on the Nigerian Stock Exchange through an initial public offering of its shares through which it raised over ₦715 million. Access Bank used the proceeds of the initial public offering, as well as a further ₦2.1 billion raised through a combination of public offerings and bonus issues between 2001 and 2005, to fund its branch expansion, invest in working capital and upgrade its information technology systems.

Access Bank obtained a universal banking licence from the CBN on 5 February 2001, and was appointed a settlement bank by the CBN in February 2006, as well as a primary dealer/market maker for FGN Bonds by the Nigerian Debt Management Office ("DMO") in June 2006.

From 2001 to August 2005, Access Bank undertook a series of capital raisings and recapitalisation processes aimed at meeting the then minimum capital requirements of ₦2 billion and then ₦25 billion set by the CBN (including as part of its recapitalisation and consolidation plan for the Nigerian banking industry in 2004), through a combination of public issues and bonus issues of approximately ₦15.0 billion in aggregate.

In 2002, Access Bank embarked upon a plan of rapid growth (its "Strategic Transformation Agenda") in order to reposition itself in line with its strategy to become one of Nigeria's leading financial institutions and top three banks by 2012. Access Bank's current Managing Director and former Managing Director were appointed to the Board of Directors in 2002 in order to progress this mandated strategy for the Group, recruiting additional members from leading local and international banks to form part of their management team.

In December 2005, Access Bank acquired Capital Bank International Plc (formerly Commercial Bank Credit Lyonnaise Limited) and Marina International Bank Limited, raising approximately ₦12.1 billion of capital in connection with these acquisitions.

From 2006, Access Bank proceeded to further expand its branch network (in particular, expanding its retail division through opening more branches), invested in its subsidiaries and pursued business strategies such as acquiring the assets (such as branches and deposits) and liabilities of selected financial institutions which did not meet the ₦25 billion minimum capital requirements imposed by the CBN. In order to further fund its strategic growth objectives, Access Bank made a public offer by way of subscription and raised over ₦136 billion, including by means of a U.S$300 million global depository receipt issuance in 2007.

ACCESS BANK PLC


In October 2010, the CBN issued the Regulation on the Scope of Banking Activities and Ancillary Matters (the "CBN Banking Activities Regulation") which repealed the Guidelines for the Practice of Universal Banking in Nigeria (the "Universal Banking Guidelines") issued on 22 December 2000. The Universal Banking Guidelines had authorised banks to engage in non-core banking activities, directly as part of banking operations, or indirectly through designated subsidiaries. Pursuant to the CBN Banking Activities Regulation, banks previously operating under the license of the Universal Banking Guidelines were subsequently required to submit a compliance plan to the CBN in relation to the bank’s proposal to comply with the provisions of the CBN Banking Activities Regulation. In addition, the categories of banks permitted to carry on banking business were limited to commercial banks, merchant banks and specialised banks (including non-interest banks, microfinance banks, development banks and mortgage banks). Commercial banks are required to be authorised by the CBN to carry on banking business on a regional, national or international basis. The CBN Banking Activities Regulation also required Nigerian banks to divest all non-core banking businesses and apply for a new type of banking licence or to adopt a non-operating holding company structure in compliance with the regime if they wished to engage in non-core banking activities. See "The Nigerian Banking Sector—Banking Sector Reform—2009 to present" below. Access Bank applied for and received an approval from the CBN on 5 February 2014, for an international commercial banking licence.

On 14 October 2011, Access Bank acquired an initial 75% equity stake in Intercontinental Bank (the "Acquisition"). The subsequent Merger of the Intercontinental Bank Group's assets, liabilities and undertakings was completed on 23 January 2012 (the "Merger"). Prior to the Acquisition, the focus of the Group had been on corporate clients (institutional and commercial). Through the addition of the Intercontinental Bank Group's extensive retail branch and customer network, the Acquisition and subsequent Merger allowed the Group to expand its retail banking business and provided the Group with an increased and diversified funding base.

Market Position and Competition

In July 2004, the CBN embarked on a recapitalisation and consolidation plan for the Nigerian banking sector, increasing the minimum capital requirement from ₦2.0 billion to ₦25.0 billion, which led to numerous capital raisings and consolidation within the industry, ultimately reducing the number of banks operating in Nigeria from 89 in July 2004 to 24 in September 2007. The subsequent global financial and economic crisis and the resulting decline in the Nigerian equities market in 2009 resulted in significant provisions and high non-performing loans in a number of Nigerian banks, and this result, coupled with the declining oil price in the international markets, led to a number of Nigerian banks experiencing liquidity challenges. The CBN conducted a Special Examination of all banks operating in Nigeria in 2009, which revealed that ten Nigerian banks had large non-performing loan portfolios and nine Nigerian banks were in a high-risk situation due to deficiencies in capital adequacy, liquidity, risk management practices and corporate governance. The CBN and AMCON intervened by providing bail-out funds to enable such banks to meet their minimum capital adequacy ratios and continue operations. This created opportunities for further sector consolidation, including acquisitions of some of the "intervened banks" by stronger banks. In addition to the Acquisition and Merger of Intercontinental Bank and Access Bank, other strategic transactions included the acquisition of a majority shareholding in Finbank by First City Monument Bank Plc, the acquisition of a majority shareholding in Oceanic Bank by Ecobank Transnational Incorporated, the merger of Equitorial Trust Bank and Sterling Bank (following which Sterling Bank is expected to be the majority shareholder of the combined group) and the acquisition of a majority shareholding in Union Bank by the African Capital Alliance Consortium. See also "The Nigerian Banking Sector".

Notwithstanding the significant changes in the competitive landscape of the Nigerian banking sector, the Group has continued to perform well, moving from being amongst the top 10 Nigerian banks in 2008 to the fifth-largest Nigerian bank in terms of assets, equity and deposits holdings following the Acquisition, according to the published audited financial statements of Nigerian banks as at and for the period ended 30 June 2016, prepared in accordance with IFRS. As at 30 June 2016, the Group also had the fourth largest branch network (according to the published audited financial statements of Nigerian banks as at and for the six months ended 30 June 2016, prepared in accordance with IFRS), the third largest number of POS terminals in Nigeria (according to Interswitch, the largest integrated payment

ACCESS BANK PLC


processing service provider in Nigeria), and the fourth largest number of ATMs in Nigeria (according to Nigeria Interbank Settlement Systems). The Group considers its main competitors to be FBN, Zenith Bank, GT Bank and UBA in the retail market segment, where it competes on the basis of distribution network, number of customers and the range of retail products and services offered, while it also faces competition in the corporate customer segment from FBN, Zenith Bank, GT Bank, Standard Chartered Nigeria and Stanbic IBTC Bank plc, where it competes on the provision of structured financial products, services and price in key industry sectors such as oil and gas, telecommunications, power and manufacturing. Access Bank believes it has maintained its competitive position as a result of a number of factors, including its product expertise and innovation in a number of areas, growing its customer base through implementation of the VCM, and providing high standards of customer service.

Banking sector consolidation, aided by AMCON, has reduced the number of existing banks and, management believes that this has changed the Nigerian banking landscape. The concentration of capital among the non-intervened banks increased together with the share of the market in the hands of the stronger "large banks". Management believes that, in order to meet the competition driven by a more concentrated Nigerian banking industry, it will be critical for the Group to achieve economies of scale and be able to effectively offer the greater reach and financial capacity of larger banks.

Employees

As at 30 June 2016, the Group employed a total number of 4,038 staff, 315 Managerial and 3,723 Other staff. As a means to improve efficiencies, the Group conducts employee training sessions, and outsources its non-core positions with low skill requirements by hiring independent contractors to fill low skill positions. In order to maintain its standards of client service, the Group has implemented a training programme for the Intercontinental Bank employees that remained with the Group, and the efforts to enhance and establish further training facilities are ongoing. In addition, the Group also intends to set up a new training facility in Lagos to further enhance the range and depth of training offered to its employees.

Access Bank has established a performance bonus incentive scheme which seeks to attract and retain high performing employees. Awards to individuals are based on the job level, business unit performance and individual performance. In 2013, the Group established an Employee Performance Share Plan which will award Access Bank's shares to its employees, subject to such terms and conditions as the Board of Directors may determine from time to time. In addition, the Group has put in place a long-term incentive programme, which rewards senior and executive management for loyal service to the Group for a period in excess of 10 years.

EQUITY As at 16 August 2016, Access Bank’s market capitalization stood at over N156billion with over 28.9billion shares outstanding. As at 30 June 2016, the Authorised and Issued Share Capital of the Company were as follows:

N Authorised Share Capital: 38,000,000,000 @ 50k 19,000,000,000 Issued Share Capital: 28,927,971,631 @ 50K 14,463,986

LEADERSHIP TEAM

The Board comprises 15 members, which include the Chairman, the Group Managing Director/CEO, the Group Deputy Managing Director, five executive directors and seven non-executive directors, which includes two independent non-executive directors. In line with best practice and corporate governance standards of the CBN and the Nigerian SEC, there is a separation of powers between the Chairman of the Board and the Group Managing Director.

Responsibilities of the Board

ACCESS BANK PLC


The Board is responsible for ensuring the creation and delivery of sustainable value to the Bank's stakeholders by providing strategic direction and oversight for the Bank's business. The Board is accountable to the shareholders and is responsible for the management of the Bank's relationship with its various stakeholders. The Board ensures that the activities of the Bank are at all times executed within the applicable and regulatory framework. The Bank's Board Charter, a set of principles adopted by the Board as a definitive statement of corporate governance, defines matters which have been reserved for the Board. The matters reserved for the Board include, but are not limited to, defining the Bank's business strategy and objectives, formulating risk policies and making decisions on the establishment of foreign subsidiaries. Executive management is accountable to the Board for the development and implementation of these strategies and policies.

Core Duties of Executive and Non-Executive Directors

Both executive and non-executive directors owe fiduciary duties and general duties of skill and care to the Group as a whole. Under the CBN's Code of Corporate Governance and the Access Bank Board Charter, the core duties of the directors include:

exercising reasonable skill and care and observing proper standards of market conduct. Directors shall also act in good faith and honesty in carrying out their duties;

avoiding a conflict of interest between their personal interests and their duties to the Group;

at all times acting in the Group's best interests and not for any ulterior motive or to benefit themselves or others at the Group's expense;

having due regard to the interests of the Group's employees;

ensuring compliance by the Group with all laws and regulations guiding its operations;

acting with integrity at all times and not engaging in any act that would jeopardise the reputation of the Group; and

disclosing appropriately any information which requires notification to the statutory authorities.

Director Nomination Process

The Board Governance and Nomination Committee is responsible for the succession planning for both executive and non-executive directors, and recommends new appointments to the Board, by taking into account the existing range of skills, experience, background and diversity of members currently sitting on the Board, as well as the strategic direction of the Group. Nominations are then subject to regulatory approval by the CBN and appointment to the Board is made by shareholders at the annual general meeting, upon the recommendation of the Board.

ACCESS BANK PLC


Director Profiles

Mrs. Mosun Belo-Olusoga—Chairperson

Mrs. Belo-Olusoga was appointed to the Board in 2007. She graduated from the Department of Economics, University of Ibadan, in 1979. She qualified, top of her class, as a Chartered Accountant in 1983 and is a Fellow of the Institute of Chartered Accountants of Nigeria ("ICAN") and an Honorary Fellow of the Chartered Institute of Bankers of Nigeria.

Mrs. Belo-Olusoga served on the boards of the Asset and Resource Management Company and Magnum Trust Bank Limited. She was also the Chairperson of the Equipment and Leasing Association of Nigeria. Her banking career spans over three decades, beginning with Continental Merchant Bank. Mrs. Belo-Olusoga joined Guaranty Trust Bank in 1990 and retired in 2006 as Executive Director, South West Region. At various times, Mrs. Belo-Olusoga was responsible for risk management, corporate and commercial banking, transaction service and settlements. She also served as Acting Managing Director of Trust Bank of Africa Limited in 2003. Mrs. Belo-Olusoga sits on the board of Premium Pension Ltd, Actionaid Nigeria, MTN Nigeria Foundation and City of Knowledge Academy, among other organisations. She is the Principal Consultant and Programme Director of The KRC Limited.

Mr. Herbert Wigwe—Group Managing Director/CEO

Mr. Wigwe joined the Bank as the Group Deputy Managing Director in March 2002. Mr. Wigwe was appointed Group Managing Director/Chief Executive Officer Designate of the Bank by the Board on 25 April 2013. He assumed office as the Group Managing Director/Chief Executive Officer on 20 December 2013 following the retirement of Mr. Aigboje Aig-Imoukhuede.

Mr. Wigwe holds a Bachelor of Science degree (1987) in accountancy from the University of Nigeria, Nsukka and a master's degree (1991) in banking and international finance from the University College of North Wales (now University of Bangor, North Wales). He also obtained a master's degree in 1993 in financial economics from the University of London. He is an alumnus of the Harvard Business School Executive Management Programme, a Fellow of Institute of Chartered Accountants of Nigeria, a recipient of an honorary doctorate degree from the University of Port Harcourt and an Honorary Member of the Chartered Institute of Bankers of Nigeria.

Mr. Wigwe has approximately two decades of banking experience. He started his professional career with Coopers and Lybrand Associates, an international firm of chartered accountants. He spent over 10 years at Guarantee Trust Bank, where he managed several portfolios, including those of financial institutions, multinationals, local corporates and commercial banking. He left Guarantee Trust Bank as an executive director together with Mr. Aig-Imoukhuede to lead the implementation of the mandate to transform the Group into a leading Nigerian financial services provider. He is the Chairman of the Access Bank (UK) Ltd and Interim Chairman of Nigerian Mortgage Refinance Company Plc.

Mr. Obinna Nwosu—Group Deputy Managing Director/COO

Mr. Nwosu joined the Bank in 2002 and was appointed Group Deputy Managing Director and Chief Operating Officer in December 2013. He brings to the Board over two decades of banking experience garnered from the Bank, as well as Guaranty Trust Bank. His experience spans across transaction services, retail banking and commercial banking.

Mr. Nwosu holds a master's degree in public administration from Columbia University in New York City. He also holds an MBA and a second class upper degree in accounting from University of Nigeria, Nsukka. He has attended several executive and leadership development programmes at leading institutions across the globe.

Mr. Nwosu serves on the board of the six Access Bank subsidiaries in Africa, as well as The Access Bank (UK) Limited and Central Securities Clearing Systems Plc.

Dr. Ernest Ndukwe—Independent Non-Executive Director

ACCESS BANK PLC


Dr. Ndukwe was appointed to the Board in December 2012. He is an accomplished Electrical/Electronics Engineer, with more than 38 years of experience in the Telecommunications industry. A chartered electrical/electronics engineer, he was the Executive Vice Chairman of the Nigerian Communications Commission from 2000 to 2010.

Dr. Ndukwe's board-level experience dates back to 1988 when he was appointed Commercial Director at General Telecom Plc; he was later made Managing Director in 1989. He is a graduate of the University of Ife and an alumnus of Lagos Business School. He also holds the fellowship awards of the Nigerian Society of Engineers, Nigerian Institute of Management and Nigerian Academy of Engineering. He is on the faculty of Lagos Business School, where he heads the Centre for Infrastructure Policy, Regulation and Advancement. His area of teaching interest includes strategic leadership, with special focus on the character traits of chief executive officers that lead to business failures.

Mrs. Anthonia Olufeyikemi (Kemi) Ogunmefun—Non-Executive Director

Mrs. Ogunmefun was appointed to the Board in 2011. She is an experienced banker and a legal practitioner with dual jurisdiction practice licences, having been admitted to the Nigerian and the Canadian Bar. She obtained her Bachelor of Laws degree from the University of Lagos in 1974 and was called to the Nigerian Bar in 1975 and to the Ontario Bar in 2004.

Mrs. Ogunmefun has more than two decades of banking experience at the senior management level in several Nigerian banks, including Continental Merchant Bank (formerly Chase Manhattan Bank). She served as the Chairperson of the Governance Committee for Kinark Child and Family Services, a major Canadian Childcare Trust. Mrs. Ogunmefun is the Managing Partner of Kemi Ogunmefun Law Office, a Canadian-based private legal practice. She has attended various courses at Harvard University, Columbia University and the European Institute of Business Administration ("INSEAD") that have prepared her for duties as a Director.

Mr. Paul Usoro—Non-Executive Director

Mr. Usoro was appointed to the Board in December 2013. He is a Senior Advocate of Nigeria, Fellow of the Chartered Institute of Arbitrators, and the Founder and Senior Partner of the law firm of Paul Usoro and Co. He is a highly experienced litigator, an expert in Nigerian communications law, and has advised a wide range of blue chip Nigerian and foreign companies in project finance and development, equity raising, infrastructure development and management buy-outs.

Mr. Usoro is currently a director of Airtel Network Limited (where he chairs the Audit Committee) and PZ Cussons Nigeria Plc (where he chairs the Governance and People Committee), as well as the Chairman of Marina Securities Limited. He holds a Bachelor of Law degree from the University of Ife (1981) and was called to the Nigerian Bar in 1982. Mr. Usoro previously represented Access Bank as a non-executive director on the Board of Intercontinental Bank Plc.

Mr. Emmanuel Chiejina—Non-Executive Director

Mr. Chiejina was appointed to the Board in June 2005. He is the Chairman and CEO of AshBard Energy Company Limited and a non-executive director of F & C Group Ltd. Mr. Chiejina spent 27 years with Total (exploration and production) and retired as Deputy Managing Director in 2007. He has a strong background in corporate planning and human resources.

Mr. Chiejina is a graduate of Law from the University of Lagos (1975) and was called to the Nigerian Bar in 1976. He has attended professional development programmes at Columbia University, the Cranfield Institute of Technology, INSEAD, the University of London and Harvard Business School.

ACCESS BANK PLC


Mr. Abba Mamman Tor Habib—Non-Executive Director

Mr. Habib was appointed to the board on 28 January 2016. Mr. Habib has 20 years of banking experience, 15 of which were spent with Guaranty Trust Bank, where he voluntarily resigned in 2008 as an executive director. His experience in Guaranty Trust Bank spanned across commercial banking, corporate banking and risk management. Since 2008, Mr. Habib has served as the Managing Director of Gremcoh Services Limited, his family-owned agricultural and real estate enterprise. Mr. Habib holds a first-class Bachelor of Science degree in agricultural economics from University of Maiduguri and Master of Science degree in banking and finance from Bayero University Kano. Mr Habib has attended several executive development programmes at leading institutions, including the African Development Bank, Harvard University, the International Institute for Management Development ("IMD"), DC Gardner London and INSEAD.

Dr. (Mrs.) Ajoritsedere Josephine Awosika—Independent Non-Executive Director

Dr. Awosika was appointed to the Board in April 2013. She is an accomplished administrator with over three decades of experience in public sector governance. For the government of Nigeria, she has served as Permanent Secretary for the Federal Ministry of Internal Affairs, the Federal Ministry of Science and Technology and the Federal Ministry of Power.

Dr. Awosika is a distinguished fellow of several professional bodies, including the Pharmaceutical Society of Nigeria, where she served as the first female secretary, the West African Post Graduate College of Pharmacy and the National Institute of Directors. Dr. Awosika is a recipient of numerous awards, including the prestigious award of Member of the Federal Republic of Nigeria and the ECOWAS Community Service Gold Awards. She sits on the boards of Capital Express Assurance Ltd and Chams Plc.

Dr. Awosika holds a doctorate degree in pharmaceutical technology from University of Bradford, United Kingdom and graduated with a pharmacy degree from Ahmadu Bello University, Zaria. She is a member of the National Institute for Policy and Strategic Studies, Jos, Nigeria.

Mr. Victor Etuokwu—Executive Director (Personal Banking)

Victor Etuokwu is the Group Executive Director in charge of the Personal Banking SBU. He is responsible for the business operations, strategic development, stakeholder relations and business performance of the Group’s Personal Banking SBU.

Mr. Etuokwu’s banking career spans over 24 years, 11 of which were spent at Citibank Nigeria. His professional experience includes banking operations, cash management services, compliance, operational risk management, business development, credit and marketing, as well as mergers and acquisitions.

Mr. Etuokwu led the Bank's acquisition of Intercontinental Bank 2011, and this landmark transaction was awarded the Africa M&A Deal of the Year Award for 2012 by The Banker. Mr. Etuokwu later served as Managing Director and CEO of Intercontinental Bank from October 2011 to April 2012 and as Chairman of Intercontinental Bank, UK, from October 2011 to March 2013. He was first appointed Executive Director of Access Bank in January 2012 and currently oversees the Personal Banking SBU. Mr. Etuokwu is an Honorary Senior Member of the Chartered Institute of Bankers of Nigeria, as well as a director of E-Tranzact Plc and Unified Payments Systems Limited.

Mr. Etuokwu holds a bachelor’s degree from the University of Ibadan and an MBA of the University of Benin. He has attended several professional and leadership programmes, both locally and internationally, and is an alumnus of INSEAD and Harvard Business School.

ACCESS BANK PLC


Mr. Roosevelt Michael Ogbonna—Executive Director (Commercial Banking)

Mr. Ogbonna was appointed Executive Director of Commercial Banking in October 2013. He has approximately 20 years of experience in banking, cutting across treasury, commercial and corporate banking. He joined the Bank in 2002 from Guaranty Trust Bank. Prior to his appointment as an Executive Director, he was the head of Commercial Banking

Mr. Ogbonna is a Fellow of ICAN and holds a second-class upper degree in banking and finance from University of Nigeria Nsukka. He has attended various executive management development programmes on leadership, credit and risk management at world-leading institutions. Mr. Ogbonna is a director of Access Bank Zambia.

Mrs. Ojinika Nkechinyelu Olaghere—Executive Director (Operations and IT)

Mrs. Olaghere was appointed Executive Director of Operations and IT in October 2013. She has over 24 years of banking experience, 16 of which were with the Ecobank Group. She joined the Bank in August 2007 as a General Manager in charge of Enterprise Business Support. She was appointed Executive Director of Operations and IT in Intercontinental Bank in October 2011 upon its acquisition by the Bank. Her banking experience spans across operations, business development, general administration and information technology.

Mrs. Olaghere holds a second-class upper degree in French from University of Nigeria, Nsukka and is a Fellow of ICAN. She has attended several executive management development programmes at leading institutions.

Mr. Elias Igbinakenzua—Executive Director (Corporate and Investment Banking)

Mr. Igbinakenzua was appointed Executive Director of Corporate and Investment Banking in October 2013. He is a seasoned banker with over 24 years of banking experience from Zenith Bank Plc and four years of audit and investigation experience from PricewaterhouseCoopers. He joined Zenith Bank Plc in 1993 and served as Executive Director between March 2005 and July 2013. He is a Director of Access Bank Ghana Ltd.

Mr. Igbinakenzua qualified as a Chartered Accountant in 1992 and is a Fellow of ICAN, the Chartered Institute of Taxation of Nigeria ("CITN") and the Chartered Institute of Credit Administration of Nigeria. He holds a Bachelor of Science degree in Accounting from the University of Benin, an MBA from Enugu State University and a Master of Science degree in corporate finance from the University of Liverpool, UK. He has attended several executive management development programmes at leading training institutions across the globe.

Mrs. Titi Osuntoki—Executive Director (Business Banking)

Mrs. Osuntoki was appointed Executive Director of Business Banking in October 2013. She is an accomplished banker with over two and a half decade of experience across many facets of banking, including Commercial Banking, Investment Banking, Finance, Strategy and Risk Management. She joined Guaranty Trust Bank in 1991 and was appointed Executive Director in 2008. She resigned from Guaranty Trust Bank in October 2011. Until her appointment, she was an Independent non-executive director on the Board of Wapic Insurance Plc. Mrs. Osuntoki represents the Bank on the Board of Financial Institutions Training Centre.

Mrs. Osuntoki holds a second-class upper degree in civil engineering and an MBA from the University of Lagos. She is an alumnus of Cranfield University School of Management, UK and has attended various executive management programmes at world-leading business schools.

Business Address of the Board of Directors

The business address of each of the members of the Board is the Bank's registered office.

ACCESS BANK PLC


Save as set out below, there are no potential conflicts of interest between any duties of a member of the Group's Board towards the Group and the director's private interests and/or other duties.

Mr. Wigwe is a shareholder of United Alliance Company of Nigeria, which holds interest in Marina Securities Limited, a provider of stock broking services to the Group. Marina Securities Limited holds a proprietary position in listed companies, including the Bank and its subsidiary, Wapic Insurance Plc.

Mr. Usoro is partner of Paul Usoro & Co., a provider of legal services to the Group. He is also the chairman of Marina Securities Limited, a provider of stock broking services to the Group. Additionally, Mr. Usoro is a director of Airtel Networks Ltd, a provider of mobile telephone services to the Group.

Mrs. Belo-Olusoga is a director and shareholder of The KRC Limited, which provides human resources and training services to the Group.

The potential conflicts of interest listed above mean that, from time to time, a director may have a conflict of interest between his or her duties towards the Group and his or her private interest and other duties as a director and/or shareholder in those companies with which the Group has a business relationship. The Group has put in place arrangements to ensure that transactions between the Group and a counterparty in which a director is interested are concluded on an arm's-length basis.


USE OF PROCEEDS

The net proceeds from each issue of Notes will be used solely to support the Issuer’s short term funding requirements, or as may otherwise be specified in the Applicable Pricing Supplement.


TERMS AND CONDITIONS OF THE NOTES

The following are the Terms and Conditions of the Notes to be issued by the Issuer under the Programme. The provisions of the applicable Pricing Supplement to be issued in respect of any Note are incorporated by reference herein and will supplement these Terms and Conditions for the purposes of that Note. The applicable Pricing Supplement in relation to any series of Notes may specify other terms and conditions which shall, to the extent so specified or to the extent inconsistent with the Terms and Conditions contained herein, replace or modify the following Terms and Conditions for the purpose of such series of Notes.

1. Issuance of Notes

The Issuer may from time to time, subject to these Terms and Conditions, issue Notes in one or more Series on a continuous basis under the Programme in an aggregate principal amount not exceeding N100 Billion (One Hundred Billion Naira). Any Series of Notes issued under the Programme shall be constituted by, be subject to and benefit from the Deed of Covenant.

2. Form, Denomination and Title

2.1 Form and Denomination

2.1.1 Unless otherwise specified in any applicable Pricing Supplement, the Notes shall be registered electronically, serially numbered and denominated in a minimum amount of N1,000 (One Thousand Naira Only) and integral multiples of N1,000 thereafter; and will be sold at such discount from their face amounts as shall be agreed upon by the Dealer and the Issuer; and shall have a maturity not exceeding 270 (Two Hundred and Seventy) days including the roll over from the Issue Date.

2.1.2 The Notes issued under this Programme will be denominated in Naira..

2.1.3 Notes issued will be in the form of Zero Coupon Notes, and will not pay interest prior to final maturity.

2.1.4 The Notes will be delivered to the Dealer in dematerialised (uncertificated, book entry) form; shall be registered with the CSCS, which shall serve as the custodian and central depository of the Notes; and the Dealer may deal in the Notes in accordance with CSCS procedures and guidelines.

2.2 Title

2.2.1 Title to the Notes will pass upon credit to the CSCS account of the Noteholder.

2.2.2 Transfer of title to Notes shall be effected in accordance with the rules governing transfer of title in securities held by CSCS.

2.2.3 The Issuer may deem and treat the registered holder of any Note as indicated in the records of CSCS and the Register as the absolute owner thereof for all purposes, including but not limited to the payment of outstanding obligation in respect of the Notes



3. Status of the Notes

The Notes shall constitute a direct, unconditional, unsubordinated and unsecured obligation of the Issuer and the Notes rank pari passu among themselves and, save for certain debts preferred by law, pari passu with all other present and future unsecured and unsubordinated obligations of the Issuer outstanding from time to time.

4. Redemption

The Notes are only redeemable at maturity and will be redeemed at the face value specified in the Applicable Pricing Supplement.

5. Payments

The Face Value of the Notes will be paid to the Noteholders whose names are reflected in the Register as at the close of business on the Redemption Date. The registered Holder shall be the only person entitled to receive payments in respect of a Note and the Issuer will be discharged by payment to, or to the order of, the registered Holder in respect of each amount so paid.

5.1 Method of Payments

5.1.1 Payment of the outstanding obligation in respect of the Notes will be made by electronic funds transfer, in Naira, as specified in the applicable Pricing Supplement.

5.1.2 All monies payable in respect of the Notes shall be paid to or to the order of the

Noteholders by the Issuing, Placing, Paying and Collecting Agent. Noteholders shall not be required to present and/or surrender any documents of title to the Issuing, Placing, Paying and Collecting Agent.

5.1.3 In the case of joint Noteholders, payment by electronic transfers will be made to

the account of the Noteholder first named in the Register. Payment by electronic transfer to the Noteholder first named in the Register shall discharge the Issuer of its relevant payment obligations under the Notes to such joint Noteholders

5.1.4 In the case of joint Noteholders, payment by electronic transfers will be made to

the account of the Noteholder first named in the Register. Payment by electronic transfer to the Noteholder first named in the Register shall discharge the Issuer of its relevant payment obligations under the Notes to such joint Noteholders.

5.1.5 Neither the Issuer nor its agents shall be responsible for any loss in transmission

of funds paid in respect of each Note 5.1.6 If the Issuer is prevented or restricted directly or indirectly from making any

payment by electronic funds transfer (whether by reason of strike, lockout, fire explosion, floods, riot, war, accident, act of God, embargo, legislation, shortage of or breakdown in facilities, civil commotion, Government interference or control or any other cause or contingency beyond the control of the Issuer), the Issuer shall make such payment by cheque (or by such number of cheques as may be required in accordance with applicable banking law and practice). Such



payments by cheque shall be sent by post to the address of the Noteholder as set out in the Register.

5.1.7 Cheques may be posted by registered mail, provided that neither the Issuer nor

the Agent shall be responsible for any loss in transmission and the postal authority shall be deemed to be the agent of the Noteholders for the purposes of all cheques posted in terms of this condition.

5.2 Payment Day

Any payment in respect of the Notes shall be made on a Business Day. Where the day on or by which a payment of any amount in respect of the Notes is due to be made is not a Business Day, that payment shall be made on or by the next succeeding Business Day, unless that next succeeding Business Day falls in a different calendar month, in which case that payment shall be made or that event shall occur on or by the immediately preceding Business Day

6. Event of Default

6.1 Event of Default

An Event of Default in relation to the Notes shall arise if any one or more of the following events shall have occurred and be continuing:

6.1.1 If the Issuer fails to make payment by the Redemption Date; or 6.1.2 If the Issuer fails to perform or observe any of its other obligations under the

Notes and such failure has continued for a period of 7 (Seven) days following the service on the Issuer of a written notice requiring that breach to be remedied; or

6.1.3 Should any representation or warranty made in connection with any

documentation supplied by the Issuer be materially incorrect; or 6.1.4 If the Issuer initiates bankruptcy or insolvency proceedings or becomes

insolvent, or is provisionally or finally sequestrated, or is provisionally or finally wound up, or is unable to pay its debts as they become due, or is placed under provisional or final judicial management, or enters into a scheme of arrangement or compromise with its creditors; or

6.1.5 Should the members of the Issuer pass a resolution for the winding up of the

Issuer; or 6.1.6 If an attachment, execution or other legal process is levied, enforced upon, issued

on or against a material or substantial part of any assets of the Issuer and is not discharged or stayed within 30 (Thirty) days of service by the relevant officer of the court of such attachment, execution or other legal process; or

6.1.7 If a writ of execution is issued by any competent court attaching any material or

substantial part of assets belonging to the Issuer and such remains unsatisfied for more than 7 (Seven) days after the date on which it is issued.



6.2 Action upon Event of Default

Upon the occurrence of an Event of Default and where such Event of Defaultiscontinuing, any Noteholder may by written notice to the Issuer atitsspecifiedoffice(s), effective uponthe date of receipt thereof by the Issuer, declare the Notes held by that Noteholder to be forthwith due and payable, providedthat no such action shall be taken if the Issuer withholds or refuses to makeany payment in order to comply with any law or regulation of Nigeria or to comply with any order of a court of competent jurisdiction.

Where an Event of Default occurs prior to the Maturity Date,, the amount payable to the Noteholder shall be the Face Value of the Note discounted at the Issue Rate from the Maturity Date to the Default Date. Provided that the amount payable shall bear interest at the Default Rate from the Default Date to the date of payment thereof.

Where an Event of Default occurs on the Maturity Date, the amount payable to the Noteholdershall be the Face Value of the Note. Provided that the amount payableshall bear interest at the Default Rate from the Maturity Date to the date of payment thereof.

In addition, each Noteholder shall have the right to exercise all other remedies available to them under the laws of the Federal Republic of Nigeria.

REGISTER

7.1 The Register shall be maintained by the Issuing, Placing, Paying and Collecting Agent. The Register shall reflect the number of Notes issued and shall contain the name, address, and bank account details of the registered Noteholders. The Register shall set out the aggregate Principal Amount of the Notes issued to such Noteholder and the date of issue.

7.2 Statements issued by the CSCS as to the aggregate number of Notes standing to

the CSCS account of any person shall be conclusive and binding for all purposes save in the case of manifest error and such person shall be treated by the Issuer and the Agent as the legal and beneficial owner of such aggregate number of Notes for all purposes.

7.3 The Register shall be open for inspection during the normal business hours of the

Issuing, Placing, Paying and Collecting Agent to any Noteholder or any person authorised in writing by the Noteholder.

7.4 The Issuing, Placing, Paying and Collecting Agent shall alter the Register in

respect of any change of name, address or bank account number of any of the registered Noteholders of which it is notified in accordance with these Terms and Conditions

7. Notices

8.1 Notices to the Noteholders.

8.1.1 All notices to the Noteholders will be valid if mailed to them at their respective addresses of record in the relevant register of Notes of a Series maintained by the registrar. The Issuer shall also ensure that notices are duly given or published in a manner which complies with the rules and regulations of the CBN, the CSCS or such other regulatory authority as may be applicable to the Notes.

8.1.2 Any notice shall be deemed to have been given on the second day after being so mailed or on the date of publication in national newspapers, or if published more than once or on different dates, on the date of the first publication.



8.2 Notices from the Noteholders

8.2.1 Notices to be given by any Noteholder to the Issuer shall be in writing and given by lodging the same with the Issuing, Placing, Paying and Collecting Agent.

8.2.2 Any change of name or address on the part of the Noteholder shall forthwith be notified to the Issuer and subsequently, the Register shall be altered accordingly following notifications to the CSCS.

8. Modification

9.1 The Dealer and the Issuer may agree without the consent of the Noteholders, to any modification of the Terms and Conditions which is of a formal, minor or technical nature or is made to correct a manifest error or to comply with the mandatory provisions of any law in Nigeria and which is not prejudicial to the interest of the Noteholders. Notice of such modification shall be published in at least one daily newspaper of general circulation in Nigeria, and shall be deemed to have been given and received on the date of first publication.

9.2 Save as provided in condition 9.1 above, no amendment of the Terms and Conditions may be effected unless;

i. isuch amendment is in writing and signed by or on behalf of the Issuer; and

ii. such amendment:

- if it affects the rights, under the Terms and Conditions, of all the Noteholders, is signed by or on behalf of Noteholders, holding not less than 75% of the outstanding Principal Amount of all the Notes; or

- if it affects only the rights, under the Terms and Conditions, of a particular group (or groups) of Noteholders, is signed by or on behalf of the Noteholders in that group (or groups) holding not less than 75% of the outstanding Principal Amount of all the Notes held by that group.

9.3 Any such modification shall be binding on the Noteholders and shall be notified to the Noteholders in accordance with Condition 8 as practicable thereafter.

9. Meeting of Noteholders

10.1 The Issuer may at any time convene a meeting of all Noteholders upon at least 21 (Twenty One) days prior written notice to such Noteholders. The notice is required to be given in terms of Condition 8. Such Notice shall specify the date, place and time of the meeting to be held, which place shall be in Nigeria.

10.2 Every director or duly appointed representative of the Issuer may attend and speak at a meeting of the Noteholders but shall not be entitled to vote, other than as a proxy or representative of a Noteholder.



10.3 Noteholders holding not less than 10% in Principal Amount of the outstanding Notes shall be able to request the Issuer to convene a meeting of Noteholders. Should the Issuer fail to requisition such a meeting within 10 (Ten) Business Days of such a request being received by the Issuer, the Noteholders requesting the meeting may convene such a meeting.

10.4 A Noteholder may by an instrument in writing (a “Form of Proxy”) signed by the holder or, in the case of a corporation executed under its common seal or signed on its behalf by an attorney or a duly authorised officer of the corporation, appoint any person (a “Proxy”) to act on his or its behalf in connection with any meeting or proposed meeting of the Noteholders.

10.5 Any Noteholder which is a corporation may by resolution of its directors or other governing body authorise any person to act as its representative (a “Representative”) in connection with any meeting or proposed meeting of the Noteholders.

10.6 Any Proxy or Representative appointed shall, so long as the appointment remains in force, be deemed for all purposes in connection with any meeting or proposed meeting of the Noteholder specified in the appointment, to be the Holder of the Notes to which the appointment relates and the Holder of the Notes shall be deemed for such purposes not to be the Holder.

10.7 The chairman of the meeting shall be appointed by the Issuer. The procedures to be followed at the meeting shall be as determined by the chairman subject to the remaining provisions of this Condition 10. Should the Noteholders requisition a meeting, and the Issuer fail to call such a meeting within 10 (Ten) Business Days of the requisition, then the chairman of the meeting held at the instance of the Noteholders, shall be selected by a simple majority of Noteholders present in person or proxy.

10.8 At any meeting of Noteholders, two or more Noteholders present in person, by representative or by proxy, holding in aggregate not less than one third of the Principal Amount of outstanding Notes shall form a quorum. On a poll, each Noteholder present in person or by proxy at the time of the meeting shall have the number of votes equal to the number of Notes, by denomination held by the Noteholder.

10. Further Issues

The Issuer shall be at liberty from time to time without the consent of the Noteholders to issue further Notes under the Programme

11. Governing Law

The provisions of the Programme Memorandum and the Notes are governed by, and shall be construed in accordance with the laws of the Federal Republic of Nigeria.


TAX CONSIDERATIONS

Prior to the suspension of the use of Commercial Papers and Bankers Acceptances as off-balance-sheet

instruments by banks and discount houses, Commercial Papers were exempt from Withholding Tax

(“WHT”). Recent Commercial Papers have been issued in accordance with this position on the grounds

that a commercial paper is a discount instrument, for which no withholding tax is payable on the

discount income.

The taxation landscape in the country with regards to debt securities has undergone a major overhaul

with the approval by the Federal Government of certain tax exemptions on bonds and Government

securities, as part of the initiatives for the development of the domestic bond market in Nigeria.

To give effect to the above exemption, necessary legislative process has been undertaken with respect

to some of the exemptions. The Personal Income Tax Amendment Act 2011 ("PITA Amendment") was

gazetted as Government Notice No. 175 in June 2011. The waivers regarding Value Added Tax and

Companies Income Tax were also gazetted by the VAT (Exemption of Proceeds of the Disposal of

Government and Corporate Securities) Order, 2011 and the Companies Income Tax (Exemption of

Bonds and Short Term Government Securities) Order, 2011. Both exemption orders became effective on

2nd January 2012 and are applicable to bonds issued by the Federal Government as well as short-term

State, Local Government and corporate bonds (including supra-national bonds).

With the exception of bonds issued by the Federal Government (for which the exemptions have an

unlimited duration), the above exemption orders are for a period of 10 years (the “Exemption Period”)

and are applicable to Companies Income Tax, Value Added Tax and Capital Gains Tax.

The PITA Amendment also exempts from taxation any income earned by an individual from bonds

issued by corporate bodies. There is no limitation period for this exemption. Thus, interest payments

on debt instruments, including corporate bonds, to individual bondholders would not be subject to

withholding tax even after the termination of the Exemption Period.

The Notes, not being a bond issued by the Federal Government or a corporate, or a short-term State,

Local Government (including supra-national bonds) may not be subject to the exemptions provided in

the above exemption orders. Consequently, holders of the Notes may be subject to withholding tax in

Nigeria on the income they earn from the Notes. However, in the instance that WHT should become

payable on the Notes, the Issuer agrees to gross up for any withholding taxes and pay such additional

amounts as shall be necessary to ensure that the net amounts received by the Noteholders after the

withholding or deduction shall equal the respective amounts which would have been receivable in

respect of the Notes in the absence of the withholding or deduction.

The summary is not intended to be, and should not be construed to be tax advice to any particular

subscriber. Any prospective investor who is in any doubt as to his/her tax position or who is subject to

taxation in any jurisdiction other than Nigeria should consult his/her own professional advisers

without delay as to the consequences of an investment in the Notes in view of his/her own personal

circumstances. Neither the Issuer nor its tax advisers shall be liable to any subscriber in any manner for

placing reliance upon the contents of this section.


RISK FACTORS

The following section does not describe all the risks (including those relating to each prospective investor’s particular circumstances) with respect to an investment in the Notes. The risks in the following section are provided as general information only. Prospective investors should refer to and carefully consider the risks described below and the information contained elsewhere in this Programme Memorandum, which may describe additional risks associated with the Notes. Investors should also seek professional advice before making investment decisions in respect of the Notes.

RISKS RELATING TO NIGERIA Nigeria experiences risks typical of an emerging market The Group’s operations are based in Nigeria and as such face the risks typical of an emerging market. These risks include greater political risk, changes to the economic environment and under-investment in infrastructure. Emerging markets are also more likely to experience higher instances of corruption, fraud, bribery and criminal activity. Failure to prevent any of the aforementioned risks may result in criminal penalties and reputational damage that may materially affect the Company’s financial condition or operations. Although the Group has a sound governance structure it may not be possible to detect or prevent all instances of fraud, criminal activity, bribery or corruption. Nigeria’s large dependence on oil The effect of the recent global shock in oil prices impacted Nigeria’s economy significantly, causing a substantial withdrawal of foreign portfolio capital and a corresponding decline in stock market performance and government revenues, a weakening of the currency and a substantial drop in foreign currency reserves. A further decline in global oil prices may have an adverse effect on the Nigerian economy which in turn might have an impact on the operations and profitability of the Group Instability in the Niger Delta as a result of militant attacks could further destabilise oil production in Nigeria, adversely affecting Nigeria's economy and the Group's business Despite continuous attempts by the government to halt militant activity in the Niger Delta, such as the 2009 amnesty programme, there continues to be instability in the region. Militant groups have been known to kidnap expatriates and vandalise pipelines, both of which have caused not only a decline in production but also a reduction in operations in the region by major international companies. Sustained unrest in the Niger Delta region may lead to lower oil production, deter foreign direct investment, lead international oil companies to curtail their operations in Nigeria or lead to increased political instability and unrest and could have a material adverse effect on Nigeria's economy and, as a result, on the Group's business, results of operations, financial condition, cash flows, liquidity and/or prospects.

RISKS RELATING TO THE NIGERIAN BANKING SECTOR

The banking sector is affected by changes in the Nigerian economy

The performance of the Nigerian banking sector is highly correlated with the performance of the Nigerian Economy. Nigeria's economy is currently in a state of stagflation with rapidly rising inflation combined with a negative GDP growth. Any further deterioration in economic conditions in Nigeria as a result of these or other factors, or any significant fluctuation in GDP, oil prices, inflation, the value of the Naira or interest rates could adversely affect Nigerian banks, including the Group.

RISK FACTORS


Industry regulation in the Nigerian banking sector is still developing and may change in a manner that is adverse to the Group

Given the uncertain nature of the regulatory environment in Nigeria, within the banking sector, there can be no guarantee that that there will be no changes in regulation. Furthermore, that such change will not have an adverse effect on the Group's ability to compete and thus on its business, results of operations, financial condition, cash flows, liquidity and/or prospects. Investors in the Nigerian banking sector are not afforded the same level of protection as compared to countries with highly developed regulatory regimes. This is mainly due to differences in regulatory standards, level of oversight and enforcement of rules.

The high credit risk of retail and wholesale borrowers and an inadequate central credit bureau in Nigeria may adversely affect the Group's retail loan portfolio

Adverse changes in the credit quality of the Group’s borrowers and counterparties could affect the recoverability and the value of the assets of the Group thus requiring an increase in the allowance for its impairment losses on credit exposures and other provisions. Furthermore, the Group is unlikely to be able to enforce any security interest or guarantee that it may have against such borrowers.

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.

A developed central credit bureau plays an important role in the development and smooth functioning of a country’s credit market assisting companies and the country grow. Without a fully developed credit bureau the likelihood of banks lending to borrowers with higher credit risk increases which may adversely affect the Groups financial performance and business operations

RISKS RELATING TO ACCESS BANK

If the Group is unable to control the level of non-performing or poor credit quality loans in the future, or if the Group’s loan loss reserves are insufficient to cover future loan losses, it could have a material adverse effect on the Group.

Risks arising from changes in credit quality and the recoverability of loans and amounts due from counterparties are inherent in a wide range of the Group’s businesses. Non-performing or low credit quality loans can continue to have a negative impact on the Group’s results of operations. The Group cannot assure that it will be able to effectively control the level of the impaired loans in its total loan portfolio. In particular, the amount of the Group’s reported non-performing loans may increase in the future as a result of growth in its total loan portfolio, including as a result of future acquired loan portfolios, or factors beyond the Group’s control, such as adverse changes in the credit quality of the Group’s borrowers and counterparties or a general deterioration in economic conditions in Nigeria or events affecting certain industries or events affecting financial markets and global economies. If the Group was unable to control or reduce the level of its non-performing or poor credit quality loans, this could have a material adverse effect on the Group.

RISK FACTORS


The financial problems faced by the Group’s customers could adversely affect the Group. Market turmoil and economic recession could materially and adversely affect the liquidity, businesses and/or financial conditions of the Group’s borrowers, which could in turn increase its non-performing loan ratios, impair its loan and other financial assets and result in decreased demand for borrowings in general. In addition, the Group’s customers may further significantly decrease their risk tolerance of non-deposit investments such as stocks, bonds and mutual funds, which would adversely affect the Group’s fee and commission income. Any of the conditions described above could have a material adverse effect on the Group’s business, financial condition and results of operations. The Group’s loan and investment portfolios are subject to risk of prepayment, which could have a material adverse effect on the Group. The Group’s fixed rate loan and investment portfolios are subject to prepayment risk, which results from the ability of a borrower or issuer to pay a debt obligation prior to maturity. Generally, in a declining interest rate environment, prepayment activity increases, which reduces the weighted average lives of the Group’s earning assets and could have a material adverse effect on the Group. Prepayment risk is inherent to the Group’s commercial activity and an increase in prepayments could have a material adverse effect on the Group Damage to the Group’s reputation could cause harm to its business prospects. Maintaining a positive reputation is critical to the Group’s attracting and maintaining customers, investors and employees. Damage to the Group’s reputation can therefore cause significant harm to its business and prospects. Harm to the Group’s reputation can arise from numerous sources, including, among others, employee misconduct, litigation or regulatory outcomes, failure to deliver minimum standards of service and quality, compliance failures, unethical behaviour, and the activities of customers and counterparties. Further, negative publicity regarding the Group, whether or not true, may result in harm to its prospects. Actions by the financial services industry generally or by certain members of, or individuals in, the industry can also affect the Group’s reputation. For example, regulatory infractions by other financial services firms and the subsequent increase in regulatory supervision and enforcement may cause public perception of the Group and others in the financial services industry to decline. The Group could suffer significant reputational harm if it fails to properly identify and manage potential conflicts of interest. Management of potential conflicts of interest has become increasingly complex as the Group expands its business activities through more numerous transactions, obligations and interests with and among its clients. The failure or perceived failure to adequately address conflicts of interest could affect the willingness of clients to deal with the Group, or give rise to litigation or enforcement actions against the Group. Therefore, there can be no assurance that conflicts of interest will not arise in the future that could cause material harm to the Group. Any failure to effectively improve or upgrade the Group’s information technology infrastructure and management information systems in a timely manner could have a material adverse effect on the Group. The Group’s ability to remain competitive depends in part on its ability to upgrade the Group’s information technology on a timely and cost-effective basis. The Group must continually make significant investments and improvements in its information technology infrastructure in order to remain competitive. The Group cannot assure that in the future it will be able to maintain the level of capital expenditures necessary to support the improvement or upgrading of its information technology infrastructure. Any failure to effectively improve or upgrade its information technology infrastructure and management information systems in a timely manner could have a material adverse effect on the Group

RISK FACTORS


RISKS RELATING TO THE COMMERCIAL PAPER NOTES Risk related to the liquidity of the Notes Notes issued under the Programme will be new securities which may not be widely distributed and for which there is currently no active trading market. If the Notes are traded after their initial issuance, they may trade at a discount to their initial offering price, depending upon the market for similar securities, general economic conditions and the financial condition of the Issuer and the Guarantor. Although applications will be made for Notes issued under the Program to be admitted and traded on the FMDQ platform, there is no assurance that such applications will be accepted, that any particular issue of Notes will be so admitted or that an active trading market will develop. Accordingly, there is no assurance as to the development or liquidity of any trading market for any particular issue of Notes. Risks related to the change in price of the Notes Changes in market price of Commercial Paper in the regulated market depends on supply and demand for Commercial Paper and changes in interest rates in the market. Excess demand for Commercial Paper could lead to a higher price, and excess supply could lead to a decrease in the price of Commercial Paper. In case of higher interest rates in the market, Commercial Paper holders could request higher return for Commercial Paper, which in turn could lead to a lower price of Commercial Paper in the regulated market. In case of lower interest rates in the market, Commercial Paper holders could expect lower return for Commercial Paper, which in turn could lead to a higher price of Commercial Paper in the regulated market


SETTLEMENT, CLEARING AND TRANSFER OF NOTES

Words used in this section shall bear the same meanings as used in the section headed “Definitions and Interpretations”, except to the extent that they are separately defined in this section or the meaning if applied, would be clearly inappropriate for the context.

Authorised Participants

CSCS will maintain a central securities account for Issuing, Placing, Paying & Collecting Agent/ Issuing & Placing Agent and Dealing Members (“Authorised Participants”) and each beneficial owner of the Notes is required to have a sub-account under the Authorised Participants. Note holders may exercise their rights in respect of the Notes held in the custody of CSCS only through the Authorised Participants.

For purposes of Notes issued under this Programme, the Authorised Participant is Coronation Merchant Bank Limited and Chapel Hill Advisory Partners Limited and any Dealer.

Registration

i. The Authorized Participant is required to register with CSCS before dealing in CPs.

ii. Note holders are required to route their account opening applications and transactions through the Authorized Participant, who would then notify CSCS to create a relevant sub-account for the Noteholder.

iii. CSCS will assign a unique identification number (“Trade Member Code”) to the Authorized Participant and also open the account(s) requested by the Authorized Participant.

iv. CSCS will furnish the Authorized Participant with the following information:

a. Trade Member code;

b. Account Number(s), including sub-accounts for clients; and

c. CP Symbol and ISIN Codes (CSCS will re-open the existing ISIN code for all tranches with same maturity dates, however new ISIN codes will be issued for tranches with different maturity dates).

Lodgment

i. The Authorized Participant will electronically lodge CPs with CSCS and advise CSCS after lodgment to transfer the CPs to the sub-accounts, individual accounts or custodians accounts of the beneficial owners of the Notes.

ii. CSCS shall process same within 24 hours of receipt.

Redemption

i. No transactions or trades may be effected for any CPs five (5) working days prior to its maturity date as the Register closes two (2) working days before maturity date.

ii. The CSCS shall expunge matured CPs on the maturity date of the CPs.

iii. The Authorized Participant must notify CSCS to expunge (knock-off) matured CPs not later than 3.00pm on the maturity/redemption date of the CP.

iv. Maturity must be on a business day, however, where this falls on a public holiday, the ensuing working day shall be the maturity date of the CP.

Roll-Over

i. Every roll-over of a CP shall be treated or classified as a fresh/ separate CP and shall be registered with the CSCS who in turn shall furnish Issuing, Paying and Calculation Agent with the new CP Symbol and ISIN Codes, subject to the receipt of CP rollover fees.

ii. The new codes shall replace the existing CP Symbol and ISIN Codes in the system.

Default

i. In case of a default, the Issuing, Paying and Calculation Agent must notify CSCS latest two (2) days before the maturity date to make public the default status of the CP to the market, no later than 3.00pm. In this event, the CP holdings must remain with the CSCS until the Issuing,

SETTLEMENT, CLEARING AND TRANSFER OF NOTES


ii. Payment and Calculation Agent pays off the Note holders and notifies the CSCS with the evidence

The CSCS shall make public the default status latest one (1) day before the maturity date and expunge the CP from the depository accordingly.

Secondary Market Trading (OTC) Guidelines

i. The Authorized Participant will submit CP transaction instructions/details to CSCS via the CSCS data-exchange platform.

ii. CP transactions are to be submitted to CSCS not later than 3:00pm of Day T and the Authorized Participant is required to state the particular account number where the CP(s) should be traded from or deposited into.

iii. Flexible settlement cycle applies (T + 2, T + 1, T + 0 ...).

Reporting i. CSCS will affect the transfer of CPs on the settlement date as advised by the buyer and seller

(the “Transaction Parties”) and also keep records of consideration for each transaction. ii. CSCS will advise the Dealers of their position, successful and failed transactions on each

settlement day. iii. The Authorized Participant and Note holders can ascertain their CP balances after each day’s

trade via the CSCS website (www.cscsnigeriaplc.com).

Transfer of Notes Title to beneficial interest in the Notes will pass on transfer thereof by electronic book entry in the securities accounts maintained by CSCS and may be transferred only in accordance with rules and operating procedures of CSCS.

Cash Settlement

The Transaction Parties will be responsible for effecting the payment transfers either via Real Time Gross Settlement (“RTGS”), NIBSS Electronic Funds Transfer (“NEFT”) or any other transfer mode agreed by the Transaction Parties and recognised by the CBN.


PRO FORMA APPLICABLE PRICING SUPPLEMENT

RC: 125384

ACCESS BANK PLC

Issue of Up to N[●] (Series 1) Commercial Paper Notes Under its N100,000,000,000

Commercial Paper Issuance Programme

This Applicable Pricing Supplement must be read in conjunction with the Programme Memorandum, originally dated [●] prepared by Coronation Merchant Bank Limited and Chapel Hill Denham on behalf of Access Bank Plc in connection with its N100,000,000,000 Commercial Paper Issuance Programme, as amended and/or supplemented from time to time (the “Programme Memorandum”).

Any capitalised terms not defined in this Applicable Pricing Supplement shall have the meanings ascribed to them in the Programme Memorandum.

This document constitutes the Applicable Pricing Supplement relating to the issue of Commercial Paper Notes (“CP Notes” or “the Notes”) described herein. The Notes described herein are issued on and subject to the Terms and Conditions as amended and/or supplemented by the Terms and Conditions contained in this Applicable Pricing Supplement. To the extent that there is any conflict or inconsistency between the contents of this Applicable Pricing Supplement and the Programme Memorandum, the provisions of this Applicable Pricing Supplement shall prevail.

This document has been prepared in accordance with the Central Bank of Nigeria Guidelines on the Issuance and Treatment of Bankers Acceptances and Commercial Paper, issued on 18th November 2009 and the FMDQ Rules. The document is not required to be registered with the Nigerian Stock Exchange (“NSE”) or the Securities and Exchange Commission (“SEC”). This document is important and should be read carefully. If any recipient is in any doubt about its contents or the actions to be taken, such recipient should consult his/her Banker, Stockbroker, Accountant, Solicitor or any other professional adviser for guidance immediately.


RC207138

RC622258

DEALERS

RC207138

RC626551

ISSUING, PLACING, PAYING AND COLLECTING AGENT

ISSUING AND PLACING AGENT

RC207138

RC622258

This Pricing Supplement Is Dated 6th of September, 2016



Issuer Access Bank Plc

Joint Lead Arrangers Coronation Merchant Bank Limited and Chapel Hill

Advisory Partners Limited

Issuing, Calculation and Paying Agent Coronation Merchant Bank Limited

Auditors PricewaterhouseCoopers

Custodian Central Securities Clearing Systems Plc

Series Number []

Programme Size N100,000,000,000

Aggregate Nominal Amount []

a. Tranche []

b. Series []

Face Value []

Discounted Value []

Nominal Amount Per Note []

Issue Price []

Tenor []

Maturity Date []

Final Redemption Amount []

Minimum Subscription []

Specified Currency

Specified Denomination

[]

[]

Status Of Notes []

Form Of Notes []

Listing []

Taxation []

Method Of Offer []

Book Closed Period The Register will be closed from [] to [] until the Maturity

Date

Implied Yield []

Discount Rate []

Any Other Formula or basis For

Determining Amount(S) Payable

[]

Day Count Fraction []

Business Day Convention []

Redemption/Payment Basis [Redemption at par][other(specify)]

Issuer’s Early Redemption [Applicable/Not Applicable]

Issuer’s Optional Redemption Not Applicable



Other Terms Applicable On

Redemption

[]

Offer Opens []

Offer Closes

[]

Allotment Date []

Notification Of Allotment All applicants will be notified through an email and/or

telephone of their allotment by no later than [*]

Payment Date []

Details Of Bank Account(s) To Which

Payments Are To Be Made In Respect

Of The Notes

[]

Settlement Procedures And Settlement

Instructions

[]

Delivery Date []

MATERIAL ADVERSE CHANGE STATEMENT

Except as disclosed in this document, there has been no material adverse change in the financial position or prospects of the Issuer since Half Year 2016.

RESPONSIBILITY The Issuer and its Executive Management accept responsibility for the information contained in this Applicable Pricing Supplement which, when read together with the Programme Memorandum and supplemental Programme Memorandum, if any], contains all information that is material in the context of the issue of the Notes.

Signed at on this day of 20[●]

For and on behalf of

Access Bank Plc Name Name Capacity: Director Capacity: Director Who warrants his/her authority hereto Who warrants his/her authority hereto


AUDITOR’S COMFORT LETTER

Access Bank Plc: Commercial Paper Programme Memorandum 40

EXTRACT OF THE ISSUER’S RATING REPORT


LEGAL OPINION ON THE NOTES


GENERAL INFORMATION

o Authorisation

This CP Programme and Notes issued hereunder were approved by the resolution of the Board of Directors of Access Bank Plc dated 1st of September, 2016.

o Auditors

PricewaterhouseCoopers acted as auditors of the annual financial statements of the Issuer for the financial years ended 31 December 2013, 31 December 2014 and 31 December 2015 and was responsible for the audit, and issued unqualified report.

o Commercial Paper Outstanding

The Issuer has no commercial paper outstanding as at the date of this Programme Memorandum. Within the financial year ending 31 December 2016, the Issuer does not anticipate the amount of CPs to be issued to exceed the Programme Size.

o Going Concern

The Issuer is at the date hereof a going concern, and can be reasonably expected to meet all of its obligations as and when they fall due.

o Litigation

The Issuer is not engaged (whether as defendant or otherwise) in any legal, arbitration, administration or other proceedings, the result of which might have or have had a material effect on the financial position or the operations of the Issuer, nor is the Issuer aware of any such proceedings being threatened or pending.

o Material Contracts

The following agreements have been entered into and are considered material to this Programme:

i. the Deed of Covenant dated Tuesday 6th of September, 2016 executed by the Issuer as a deed poll in favour of the Note holders;

ii. the Dealer Agreement dated Tuesday 6th of September, 2016 executed by the Joint Lead Arrangers and the Issuer; and

iii. the Issuing, Calculation and Paying Agency Agreement dated Tuesday 6th of September, 2016 executed by the Issuer and the Issuing, Calculation and Paying Agents.

Other material contracts in respect of any issuance of Notes under the Programme will be disclosed in the Applicable Pricing Supplement issued in respect of that Series or Tranche.

o Ultimate Borrower

The Issuer is the borrower in respect of the Notes


PARTIES TO THE TRANSACTION

ISSUER

Access Bank Plc

999c, Danmole Street

Victoria Island

Lagos

Nigeria

Tel No: +234 1 461 9264-9


Chapel Hill Advisory Partners Limited

1st Floor, 45, Saka Tinubu Street

Victoria Island, Lagos

Nigeria

Tel No: +234 1 4610691


6th Floor, St Nicholas House

28A, Catholic Mission Street, Lagos

Nigeria

Tel No: +234 1 4622667

AUDITOR PricewaterhouseCoopers

Landmark Towers 5B, Water Corporation Road

Victoria Island, Lagos Nigeria

SOLICITORS

Aluko & Oyebode

1, Murtala Mohammed Drive

Ikoyi, Lagos

Nigeria Tel No: +234 1 4628360-71, 7925484

ISSUING, PLACING, PAYING AND COLLECTING AGENT Coronation Merchant Bank Limited


28A, Catholic Mission Street

Lagos

Nigeria

Tel: +234 1 4622667

ISSUING AND PLACING AGENT Chapel Hill Advisory Partners Limited



Nigeria

Tel No: +234 1 4610691


DEALERS

Chapel Hill Denham Securities Limited



Nigeria

Tel No: +234 1 4610691



28A, Catholic Mission Street, Lagos

Nigeria

Tel No: +234 1 4622667

This document is important and should be read carefully

Documents

Transcript of This document is important and should be read carefully