ENERGY COMMERCIAL BANK LIMITED (ECBL) INITIAL PUBLIC OFFERING FREQUENTLY ASKED QUESTIONS

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Scarlett King
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1 ENERGY COMMERCIAL BANK LIMITED (ECBL) INITIAL PUBLIC OFFERING FREQUENTLY ASKED QUESTIONS 1. What are the details of this Transaction? An offer for subscription for 261,538,462 newly issued ordinary shares of no par value at GHS 1.30 per share issued and fully paid and a listing of 261,538,462 newly issued ordinary shares and 60,000,000 existing issued ordinary shares on the main board of the Ghana Stock Exchange. 2. Why is ECBL undertaking this Transaction? ECBL is undertaking this offer and subsequent listing on the GSE to raise additional capital to meet the GHS 400 million minimum capital requirement set by the Bank of Ghana. This Offer is also meant to support the Bank s growth strategy and finance future expansion and growth. ECBL wishes to open up participation in the Bank and share its success with the investing public and Ghanaians in general. 3. What is an Initial Public Offering (IPO)? An IPO is the first time the shares of a private company are offered to the general public. 4. What is a share? A share represents a portion of ownership in a company. In context, a share of ECBL represents a portion of ownership in ECBL. 5. Who is a Shareholder? An individual or company that owns shares in a company, in this case, an individual or company that owns shares in ECBL 6. Why should I buy shares during this IPO? Kindly contact a licensed stock broker of the Ghana Stock Exchange 7. Are there any risks associated with buying ECBL Shares? Kindly refer to the Offer Prospectus for a summary of all the risks associated with the Offer 8. Where can I get the Offer Prospectus? Copies of the Offer Prospectus are available at the approved Receiving Banks and all Receiving Agents (Licensed Dealing Members) as stated in the Offer Prospectus Electronic versions can also be downloaded on ECBL s website ( 9. Who are the Advisers to the Transaction? IC Securities (Ghana) Limited ( IC Securities ) is acting as Transaction Adviser and Sponsoring Broker

2 Steele & Co. Legal Practitioners ( Steele & Co. ) is acting as Legal Adviser EY Ghana ( EY ) is acting as Reporting Accountant 10. Who can buy shares? A person who completes and submits an application form in accordance with the terms hereunder and provided such person is: a natural person who is 18 years or older (applying on his/her own behalf or on behalf of a minor) and is resident in Ghana or any other jurisdiction; or is a corporation, partnership or other unincorporated association which is incorporated, set up, established or resident in Ghana or any other jurisdiction, provided that such Qualifying Applicant (by applying for the Offer Shares) is not in contravention of any Applicable Law 11. How long is the Offer period? The Offer will open from 02 October 2018 to 02 November What is the Offer Share price? An Offer Share is priced at GHS 1.30 (One Ghana Cedi, thirty pesewas) 13. How many shares can a Qualifying Applicant apply for during the Offer? A qualifying Applicant can apply for a minimum of 100 Offer Shares amounting to GHS and subsequently in multiples of 10 during the Offer Period 14. What is the maximum number of shares I can buy? There is no limit to the number of shares a Qualifying Applicant can apply for. However, all subscriptions must be in multiples of Where can I buy my ECBL shares? ECBL Shares can be purchased at IC Securities, any ECBL branch, approved Receiving Banks and any Licensed Dealing Member (Receiving Agent) of the GSE as stated in the Offer Prospectus 16. Who can subscribe via Receiving Banks or Receiving Agents (LDMs)? Individuals Companies Institutions

3 17. Who are the Receiving Banks? Any branch of Energy Commercial Bank, United Bank for Africa (Ghana) Limited, Zenith Bank Ghana Limited, Universal Merchant Bank, and Ecobank Ghana Limited 18. Who are the Receiving Agents (Brokers)? IC Securities or any Licensed Dealing Member (LDM) of the GSE appointed by ECBL to receive applications and payments from Qualifying Applicants under the Offer Full contact details of the Receiving Agents (LDMs) can be found in the Offer Prospectus 19. What are the supporting documents required for an application? Individuals - Valid Identification Card - Valid Identification Card details for Next of Kin Companies - Valid Identification Cards for at least two (2) authorized persons - Certificate of Incorporation or registration - Letter of Authorisation Joint - Valid Identification Cards for both applicants - Valid Identification Card details for each applicants Next of Kin In Trust For (ITF) - Valid Identification Card of trustee - Valid Identification Card details for Next of Kin for Trustee - Valid Identification Card of the beneficiary - Valid Identification Card details for Next of Kin for beneficiary Institutional or Pension Funds - CSD Account Number

4 20. What type of Identification Cards (IDs) will be accepted? National Passport (only acceptable ID for foreign applicants; can be used by Ghanaians) National ID Card Voter s ID Driver s License Birth Certificate for Next of Kin only (below 18 years) 21. How can I pay for my shares? Applicants for ECBL Offer Shares can make payment via Cheques, bank transfers, cash, postal order, banker s draft or money order 22. Are there any additional charges besides the cost of the shares? Physical cash applications will not incur charges Any other method of payment including cheques will incur normal transaction charges as applicable 23. Can I buy shares for others during the Offer period? Yes. You may purchase shares jointly with another individual through a joint application or in trust for another person through an ITF application. Purchases can be made through any of the Receiving Banks or Receiving Agents (LDM) as stated in the Offer Prospectus 24. Can I purchase additional shares after the Offer? Yes. Contact IC Securities or your broker to buy additional shares on the secondary market 25. What is a CSD Account? An electronic account held with the Central Securities Depository (CSD) where a successful applicant s ECBL Shares will be uploaded to enable trading on the GSE platform The ECBL Shares will be held in dematerialized form and therefore no physical certificate will be issued under this Offer. All shares on the GSE are required to be held in electronic form 26. Who will act as Registrar and Depository Agent? The CSD is the Registrar and Depository Agent for ECBL Ghana

5 27. What does the Registrar do? The Registrar keeps records of shareholders. The records include, but are not limited to, the names of shareholders, percentage shareholding, addresses, bank account details etc. 28. Do I need a CSD account to trade my ECBL Shares? Yes, it is the only way you can trade your shares on the GSE 29. Do I need a CSD account to apply? No. However, you will need a CSD account to trade your shares 30. If I do not have a CSD account, what do I do? On application, IC Securities will create CSD accounts for all applicants without CSD accounts. This makes IC Securities the default broker 31. Can I change my default broker? Yes. Applicants are allowed to switch brokers after the Listing Date from their default broker (IC Securities) to their preferred broker 32. When will successful applicants be notified of their allotment? ECBL will publish an announcement in the national newspapers after the Securities and Exchange Commission approves the Offer results Once the announcement has been made, applicants may contact their brokers to confirm that their account has been credited with the shares 33. Who should I contact to confirm my allotment if I did not have a broker before the Offer? Kindly contact IC Securities 34. When does an applicant become a shareholder? An applicant s shareholding will only be confirmed after the SEC s approval of the Offer results A press release will be put out by ECBL once the Offer has been approved ECBL will put out media publications once the Offer results have been approved 35. What are my rights as a shareholder? Shareholders of ECBL are entitled to the following rights and obligations:

6 Voting Rights (only at shareholders Annual General Meeting) Rights to share in ECBL profits (when declared and paid) 36. What are Annual General Meetings (AGM)? Gatherings where management of the Bank give account to shareholders on the Bank s performance and future prospects and where shareholders get to exercise their voting rights 37. When will AGMs be held? An AGM will be held once every year The CSD will notify shareholders of any upcoming AGMs 38. What do I receive from ECBL as a shareholder? Shareholders will receive returns in the form of dividends (if declared and paid) and capital gains, if the share price rises 39. Can I withdraw my application for shares during the Offer period? No. However, you can trade your shares after the Listing Date 40. How do I check my shareholding after the Offer? Kindly contact IC Securities or your broker 41. Where will my shares be held? Will I get a share certificate? No. Physical shares certificates will not be issued. All shares will be held in electronic format at the CSD 42. How long will it take for shares to be listed after the Offer? Shares will be listed after the SEC has approved the Offer results and shares have been credited to respective CSD accounts 43. What can I expect after the Offer process? Shares will be allotted to successful applicants The SEC will approve the results and shares will be credited to the respective CSD accounts The Registrar will notify successful applicants of their share allocation Shares will be listed on the GSE

7 44. What can I expect if the Offer is unsuccessful? All monies will be returned to applicants within 10 days of the Refund Commencement Date (as defined in the Offer Prospectus) 45. How will ECBL communicate with shareholders after the Offer? ECBL will communicate through the CSD via text messages, addresses and postal addresses provided by applicants on the application form

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