Access Bank Abridged Prospectus

1. SUMMARY OF THE OFFER The Summary of the Offer is not intended as a substitute to the Prospectus; it should be read in conjunction with the full text of this Prospectus, from which it is derived:

1. The Offer: Offer for Subscription of 4,721,839,130 Ordinary Shares of 50 kobo each in Access Bank Plc at N14.90.

2. Issuer: Access Bank Plc, a universal bank registered in Nigeria and quoted on the NSE.

3. Joint Issuing Houses Chapel Hill Advisory Partners Limited, IBTC Chartered Bank Plc, FBN Capital Limited, Intercontinental Capital Markets Limited, FCMB Capital Markets Limited, Sterling Capital Markets Limited, BGL Securities Limited, Greenwich Trust Limited and ICMG Securities Limited.

4. Share Capital: Authorised: N10,000,000,000.00 comprising 18,000,000,000 Ordinary shares of 50 kobo

each and 2,000,000,000 Preference Shares of 50 kobo each. Issued and fully paid: N3,489,080,431.00 comprising 6,978,160,862 Ordinary shares of 50 kobo each. Now being offered: Offer for Subscription of 4,721,839,130 Ordinary Shares of 50 Kobo each at

N14.90.

5. Purpose: To provide funding for the Bank’s growth objectives, including financing the Bank’s branch expansion which includes domestic and international branch rollout, ICT and E-Channel Development, and ATM roll-out and providing additional working capital to support the Bank’s enlarged operations.

6. Use of Proceeds: The estimated net Offer proceeds of N66,591,663,711.51 from the Offer, after deducting the total costs of the Offer estimated at N3,763,739,325.49 (representing 5.35% of gross issue proceeds), will be applied as follows:

Use of Proceeds Purpose N' M % Estimated Completion

Period

Expansion of Branch Network 1 21,975 33% 36 months

Strategic Business Development (ATM Rollout, Call Centres & E-Banking) 6,658 10% 24 months

Equity Investment in subsidiaries 2 14,720 22% 36 monthsIncrease in Working Capital 18,331 28% ContinuousExpansion & Upgrade of I.T. Infrastructure 4,907 7% 18 months

TOTAL 66,592 100%Source: Access Bank

Details of Branch Expansion 1 Lagos 90, Abuja 11, Edo 10, Oyo 10, Kano 8, Delta 8, Rivers 7, Ogun 6, Anambra 6, Cross Rivers 6, Kogi 5, Akwa Ibom 4, Benue 4, Ebonyi 4, Imo 4, Kaduna 4, Ondo 4, Plateau 4, Sokoto 4,Osun 3, Niger 3, Enugu 3, Bayelsa 3, Abia 3, Bauchi 2, Borno 2, Ekiti 2, Katsina 2, Kwara 2, Adamawa 1, Jigawa 1, Nassarawa 1, Taraba 1, Yobe 1, Zamfara 1 2 Access Gambia, Access Sierra Leone, Access Registrars etc.

7. Method of Offer: By way of an Offer for Subscription.

8. Offer Price: N14.90 per share

9. Offer Size: N70,355,403,037

1. SUMMARY OF THE OFFER

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10. Subscription Amounts: Minimum of 1,000 Ordinary shares and in multiples of 100 Ordinary shares thereafter.

11. Target Investors: The Offer is open to both Nigerian and International investors.

12. Payment Terms: In full on application.

13. Preferential Allotment: 2,200,000,000 shares, representing 46.59% of the Offer, may be offered to identified foreign and local institutional and individual investors.

14. Conversion of shares into GDR:

Access Bank commenced the process of opening a Global Depository Receipt (GDR) Programme in July 2007 wherein the Bank of New York will act as the Global Depository. In the event that the approvals are obtained, Foreign Institutional Investors and other High Net Worth Individuals, who have subscribed to the Offer may convert their allotted shares to GDRs subject to the SEC’s approval.

15. Currency: Nigerian Naira (N).

16. Foreign Investors: Foreign investors can participate in the Offer in accordance with Section 15 of the Foreign Exchange (Monitoring and Miscellaneous Provision) Act Cap F34 LFN 2004 and Section 17 of the Nigerian Investment Promotion Commission Act, Cap N.117 LFN 2004, relevant sections of Part F of the rules and regulations of the SEC and in compliance with the guidelines on foreign investment in the Nigerian stock market. Payment which must be made by bank transfers or by the issuance cheques and will be domiciled with the Receiving Bank. The applicable Exchange Rate will be the ruling autonomous rate at the time of subscription. The Receiving Bank and Access Bank shall arrange for Certificates of Capital Importation for valid subscribers at the conclusion of the Offer.

17. Market Capitalization at Offer Price (Pre Offer):

N103,974,596,843.80

18. Market Capitalization at Offer Price (Post Offer):

N174,329,999,880.80

19.. Indebtedness As at the date of this Prospectus, Access Bank had no outstanding debentures, mortgages, loans, charges or similar indebtedness other than those incurred in the ordinary course of business. However Access Bank had contingent liabilities of approximately N80 billion as at March 31, 2007 arising from Acceptances, Guarantees and Letter of Credit related contingencies

20. Quotation: An application has been made to the Council of the Nigerian Stock Exchange for the admission of 4,721,839,130 Ordinary Shares of 50 kobo each (representing the total number of shares offered) of Access Bank to its Daily Official List.

21. Status: All the Shares to be issued shall rank pari passu in all respects with the issued ordinary shares of the Bank except that it does not qualify for dividend or bonus for the year ended March 2007.

22. Opening Date: July 23, 2007.

23. Closing Date: August 29, 2007.

24. Underwriting: N57,500,000,034.50 representing 81.73% of the Offer will be underwritten on a firm basis, in accordance with the SEC’s requirements.


3

ACCESS BANK PLC

ValuCard

Nigeria Automated Clearing System

Marina Securities Limited

IBTC Investment Managers Limited

Central Securities Clearing System

Access Bank (Gambia) Limited

Consolidated Discount House

3.85%

10.18%

15%

29%

5%

10%

100%

Access Investments & Securities

Ltd.

100%

25. Company Structure: Please find below Access Bank’s subsidiaries, affiliates and associates:

26. Share Certificate: Share certificates in respect of the shares allotted will be sent by registered post no later than 15 working days from the date of allotment. Any investor who does not want to receive a physical share certificate should state the name of his/her stockbroker and his/her CSCS account number in the space provided on the Application Form.

27. Over Subscription/ Supplementary Allotment:

The Directors of the Bank have been mandated subject to the SEC’s approval to capitalise excess subscription up to the extent of its authorised and un-issued share capital.

28. Financial Summary: (Extract from the Reporting Accountants Report)

Financial Summary for the 5 Years Ending March 31, 2007

For the year ended March 31 2007 2006 2005 2004 2003

N'M N'M N'M N'M N'MGross earnings 27,881 13,360 7,495 5,515 4,368Profit before taxation 8,044 1,119 751 952 1,011Exceptional items - - - (200)Taxation (1,961) (382) (249) (315) (254)Profit after taxation 6,083 737 502 637 557Share capital 3,489 6,978 4,056 1,500 1,350Shareholders' Funds 28,385 28,894 14,072 2,703 2,366Earnings per share - basic 87.0k 7k 12k 21k 21kDividend per share 40k - - 10k 5k


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14. Offer Price: N14.90 per share

15. Offer Size: N70,355,403,037

16. Subscription Amounts: Minimum of 1,000 Ordinary shares and in multiples of 100 Ordinary shares thereafter.

17. Target Investors: The Offer is open to both Nigerian and International investors.

18. Payment Terms: In full on application.

19. Preferential Allotment: 2,200,000,000 shares, representing 46.59% of the Offer, may be offered to identified foreign and local institutional and individual investors.

14. Conversion of shares into GDR:

Access Bank commenced the process of opening a Global Depository Receipt (GDR) Programme in July 2007 wherein the Bank of New York will act as the Global Depository. In the event that the approvals are obtained, Foreign Institutional Investors and other High Net Worth Individuals, who have subscribed to the Offer may convert their allotted shares to GDRs subject to the SEC’s approval.

15. Currency: Nigerian Naira (N).

16. Foreign Investors: Foreign investors can participate in the Offer in accordance with Section 15 of the Foreign Exchange (Monitoring and Miscellaneous Provision) Act Cap F34 LFN 2004 and Section 17 of the Nigerian Investment Promotion Commission Act, Cap N.117 LFN 2004, relevant sections of Part F of the rules and regulations of the SEC and in compliance with the guidelines on foreign investment in the Nigerian stock market. Payment which must be made by bank transfers or by the issuance cheques and will be domiciled with the Receiving Bank. The applicable Exchange Rate will be the ruling autonomous rate at the time of subscription. The Receiving Bank and Access Bank shall arrange for Certificates of Capital Importation for valid subscribers at the conclusion of the Offer.

17. Market Capitalization at Offer Price (Pre Offer):

N103,974,596,843.80

18. Market Capitalization at Offer Price (Post Offer):

N174,329,999,880.80

19.. Indebtedness As at the date of this Prospectus, Access Bank had no outstanding debentures, mortgages, loans, charges or similar indebtedness other than those incurred in the ordinary course of business. However Access Bank had contingent liabilities of approximately N80 billion as at March 31, 2007 arising from Acceptances, Guarantees and Letter of Credit related contingencies

20. Quotation: An application has been made to the Council of the Nigerian Stock Exchange for the admission of 4,721,839,130 Ordinary Shares of 50 kobo each (representing the total number of shares offered) of Access Bank to its Daily Official List.

21. Status: All the Shares to be issued shall rank pari passu in all respects with the issued ordinary shares of the Bank except that it does not qualify for dividend or bonus for the year ended March 2007.

22. Opening Date: July 23, 2007.


5

ACCESS BANK PLC

ValuCard

Nigeria Automated Clearing System

Marina Securities Limited

IBTC Investment Managers Limited

Central Securities Clearing System

Access Bank (Gambia) Limited

Consolidated Discount House

3.85%

10.18%

15%

29%

5%

10%

100%

Access Investments & Securities

Ltd.

100%

23. Closing Date: August 29, 2007.

24. Underwriting: N57,500,000,034.50 representing 81.73% of the Offer will be underwritten on a firm basis, in accordance with the SEC’s requirements.

25. Company Structure: Please find below Access Bank’s subsidiaries, affiliates and associates:

26. Share Certificate: Share certificates in respect of the shares allotted will be sent by registered post no later than 15 working days from the date of allotment. Any investor who does not want to receive a physical share certificate should state the name of his/her stockbroker and his/her CSCS account number in the space provided on the Application Form.

27. Over Subscription/ Supplementary Allotment:

The Directors of the Bank have been mandated subject to the SEC’s approval to capitalise excess subscription up to the extent of its authorised and un-issued share capital.

28. Financial Summary: (Extract from the Reporting Accountants Report)

Financial Summary for the 5 Years Ending March 31, 2007

For the year ended March 31 2007 2006 2005 2004 2003

N'M N'M N'M N'M N'MGross earnings 27,881 13,360 7,495 5,515 4,368Profit before taxation 8,044 1,119 751 952 1,011Exceptional items - - - - (200)Taxation (1,961) (382) (249) (315) (254)Profit after taxation 6,083 737 502 637 557Share capital 3,489 6,978 4,056 1,500 1,350Shareholders' Funds 28,385 28,894 14,072 2,703 2,366Earnings per share - basic 87.0k 7k 12k 21k 21kDividend per share 40k - - 10k 5k


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29. Forecast Offer Statistics: (Extract from the Reporting Accountants Report)

Forecast - Assuming Full Subscription For the year ended March 31 2010 2009 2008

N'M N'M N'MGross earnings 118,393 92,145 66,963Profit before Tax 30,904 23,865 17,432Tax (7,417) (5,728) (4,184)Profit after Tax 23,487 18,137 13,248Dividend (16,406) (11,702) (7,663)Transfer to statutory reserve (5,872) (4,534) (5,299)Earnings per share 1.95 1.51 1.12Dividend per share 1.36 0.97 0.65Earnings yield at offer price 13% 10% 8%Dividend yield at offer 9% 7% 4%P/E ratio at offer price 7.64 9.87 13.30

NOTE Forecasts are based on total number of shares in issue at the end of each financial year of the forecast period, arising from this offer for subscription and conversion of portions of debts in issue to equity are as follows: 2008 (11.79billion), 2009 (12.06billion) and 2010 (12.06billion). Forecast - Assuming Over Subscription and Supplementary Allotment For the year ending March 31 2010 2009 2008

N'M N'M N'MGross earnings 125,158 96,794 69,434Profit before Tax 37,355 28,302 19,813Tax (8,965) (6,793) (4,755)Profit after Tax 28,390 21,509 15,058Dividend (18,012) (12,846) (8,430)Transfer to statutory reserve (7,097) (5,377) (6,023)Earnings per share 2.14 1.62 1.16Dividend per share 1.36 0.97 0.65Earnings yield at offer price 14% 11% 8%Dividend yield at offer price 9% 7% 4%P/E ratio at offer price 6.96 9.20 12.84 NOTE Forecasts are based on total number of shares in issue at the end of each financial year of the forecast period, arising from this offer for subscription and conversion of portions of debts in issue to equity are as follows: 2008 (12.97billion), 2009 (13.24billion) and 2010 (13.24billion).

30. Central Bank of Nigeria Status Report:

The accounts for the year ended March 31, 2007 have been approved by the CBN and there has not been any material change in the accounts of the Bank since its last audited accounts.

.

31. Claims and Litigations: The Bank in its ordinary course of business is presently involved in 149 cases. The Solicitors to the Bank are of the opinion that the contingent liability arising from the cases pending against the Bank is not likely to exceed an estimate of N545 million. The list of claims and litigation against and for the Bank is available for inspection at the offices of the Joint Issuing Houses.


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32. Disclosures Convertible Loan Agreement The Bank has existing Convertible Loan Agreements with the International Finance Corporation (“IFC”), Belgian Investment Company for Developing Countries (“BIO”) and the Finnish Fund for Industrial Corporation (“FinnFund”) for US$15m, US$3m and US$5m respectively. Under the terms of the agreements with all three institutions, 25% of the loan amounts are convertible to ordinary shares in Access Bank Plc. Bond Issue Last year the Bank issued a N13.5 Billion Naira Denominated Redeemable Convertible Bond which was listed on the Nigerian Stock Exchange on June 19, 2007. Under the Trust Deed, 25% of the Bond principal is convertible to ordinary shares in Access bank Plc.

2. DIRECTORS, COMPANY SECRETARY AND OTHER PARTIES TO THE OFFER

DIRECTORS: JOINT ISSUING HOUSES: Mr. Gbenga Oyebode, MFR – Chairman 35 Moloney Street Lagos

Chapel Hill Advisory Partners Limited 1st Floor, 45 Saka Tinubu Street Victoria Island Lagos

Mr. Aigboje Aig-Imoukhuede - Group Managing Director/CEO Plot 1665 Oyin Jolayemi Street Victoria Island Lagos

IBTC Chartered Bank Plc I.B.T.C. Place, Walter Carrington Crescent Victoria Island Lagos

Mr. Herbert Wigwe – Group Deputy Managing Director Plot 1665 Oyin Jolayemi Street Victoria Island Lagos

FBN Capital Limited 16 Keffi Street South-West Ikoyi Lagos

Dr. Cosmas M. Maduka 8 Milverton Road Ikoyi Lagos

Intercontinental Capital Markets Limited Wesley House No. 21/22 Marina Lagos

Mr. Tunde Folawiyo 38 Folawiyo Avenue Apapa Lagos

FCMB Capital Markets Limited Primrose Tower 17A Tinubu Street Lagos

Dr. Adewunmi Desalu 1E Ligali Ayorinde Street Victoria Island Extension Lagos

Sterling Capital Markets Limited No. 67 Marina Lagos

Mr. Oritsedere Samuel Otubu Plot 1501 Bishop Aboyade Cole Street Victoria Island Lagos

BGL Securities Limited Plot 1061B Abagbon Close Victoria Island Lagos

Mr. Mahmoud Isa-Dutse 4 Surveyor Street NNDC Estate Sharada Kano

Greenwich Trust Limited Plot 1698A Oyin Jolayemi Street Victoria Island Lagos

Mr. Emmanuel Chiejina 34 Forces Avenue GRA Port Harcourt Rivers State

ICMG Securities Limited 8B Ademola Street South-West Ikoyi Lagos

Mr. Taukeme Koroye – Executive Plot 1665 Oyin Jolayemi Street Victoria Island Lagos

SOLICITORS TO THE ISSUER: Banwo & Ighodalo 98 Awolowo Road South-West Ikoyi Lagos


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Mr. Okey Nwuke – Executive Plot 1665 Oyin Jolayemi Street Victoria Island Lagos

SOLICITORS TO THE OFFER: Paul Usoro & Co Plot 1668B Oyin Jolayemi Street Victoria Island Lagos

Mr. O. Ohiwerei – Executive Plot 1665, Oyin Jolayemi Street Victoria Island Lagos

AUDITORS: KPMG Professional Services 22A Gerrard Road Ikoyi Lagos

Mr. Ebenezer Olufowose - Executive Plot 1665, Oyin Jolayemi Street Victoria Island Lagos

REPORTING ACCOUNTANTS: PriceWaterhouseCoopers Plot 252E Muri Okunola Street Victoria Island Lagos

Company Secretary and Registered Address: Mr. Fatai Oladipo Plot 1665, Oyin Jolayemi Street Victoria Island Lagos

REGISTRARS: Wema Registrars Limited 2nd Floor, AG Leventis Building 42/43 Marina Lagos

JOINT STOCKBROKERS: Marina Securities Limited 2nd Floor, 45 Saka Tinubu Street Victoria Island Lagos

APT Securities & Funds Limited Church House (5th Floor) 29 Marina Lagos

BGL Securities Limited Plot 1061B Abagbon Close Victoria Island Lagos

Calyx Securities Limited Stock Exchange House (17th Floor) 2/4 Customs Street Lagos

Camry Securities Limited Wesley House Annex 21/22 Marina Lagos

Cashcraft Asset Management Limited Foreshore Towers 2a Osborne Road Ikoyi Lagos

Clearview Investment Company Limited NCR Building (6th Floor) 6 Broad Street Marina Lagos

CSL Stockbrokers Limited Primrose Towers (3rd Floor) 17A Tinubu Street Lagos

Compass Investment & Securities Limited Stock Exchange House (16th Floor) 2-4 Customs Street Lagos

Denham Management Limited New Africa House 31 Marina Lagos

F&C Securities Limited 13 Ribadu Road South-West Ikoyi Lagos

FSDH Securities Limited Niger House (8th Floor) 1/5 Odunlami Street Lagos


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Greenwich Trust Limited Plot 1698A Oyin Jolayemi Street Victoria Island Lagos

IBTC Asset Management Limited I.B.T.C Place Walter Carrington Crescent Victoria Island Lagos

ICMG Securities Limited 8B Ademola Street South-West Ikoyi Lagos

Integrated Trust & Investments Limited NICON House (3rd Floor) 5 Customs Street Lagos

Intercontinental Securities Limited 16th Floor, Bull Plaza 38/39 Marina Lagos

Kinley Securities Limited 47 Marina (1st Floor) Lagos

Lambeth Trust & Investment Company Limited 1st Floor, 4/6 Mobolaji Bank Anthony Street Off Broad Street Lagos

Nigerian Stockbrokers Limited 24 Campbell Street Lagos

Peninsula Asset Mgt. & Inv. Company Limited 1E Ligali Ayorinde Street Radmed House (3rd Floor) Victoria Island Annex Lagos

Premium Securities Limited 16 Keffi Street S-West Ikoyi Lagos

Reward Investments & Securities Limited Royal Exchange Building 31 Marina Lagos

Santrust Securities Limited 314B Akin Ogunlewe Street Victoria Island Lagos

Spring Stockbrokers Limited Plot 1611, Adeola Hopewell Street Victoria Island Lagos

UNEX Securities & Investment Limited 3 Biaduo Street, Off Keffi Road South-West Ikoyi Lagos

RECEIVING BANKS: First Bank of Nigeria Plc 35 Marina Lagos

IBTC Chartered Bank Plc I.B.T.C. Place, Walter Carrington Crescent Victoria Island Lagos

Intercontinental Bank Plc Plot 999C Danmole Street Victoria Island Lagos

First City Monument Bank Plc Primrose Towers 17A Tinubu Street Lagos

Sterling Bank Plc 20 Marina Lagos

3. STATUTORY AND GENERAL INFORMATION 3.1 HISTORY AND BUSINESS OF THE BANK Access Bank Plc was incorporated on February 8, 1989 as a privately owned commercial bank. It obtained a banking license in December 1988 and commenced business on May 11, 1989. The Bank converted to a public limited liability company on March 24, 1998 and was listed on the Nigerian Stock Exchange on November 18, 1998. In March 2002, Access Bank successfully re-capitalized and consequently came under its current leadership. The current executive management team have been tasked with a clear mandate to reposition the Bank as one of Nigeria's top 3 financial banking groups by the year 2012, with a presence in at least one key international financial centre. Since the new team led by Mr. Aigboje Aig-Imoukhuede (Group Managing Director/CEO) and Mr. Herbert Wigwe (Group Deputy Managing Director) assumed office in March 2002, the Bank has witnessed significant changes in all facets of its operations. The strength of the Bank’s transformation strategy and the quality of its staff has allowed the new team reinvent Access Bank as a leading brand within the Nigerian banking industry. Both its principals have combined experience in the Nigerian banking sector of over 35 years. They have a proven track record of managing strong performing banks, the acquisition and restructuring of financial institutions and successful change management. As a team, they were instrumental in the growth of Guaranty Trust Bank Plc (“GT Bank”) and the emergence of GT Bank as one of the top 5 banks in Nigeria. Access Bank is a full service commercial bank operating through a network of 80 branches and service outlets located in all major commercial centres and cities across Nigeria. The Bank has undergone a transformation process which has positively impacted every area of its culture, operations and financial performance, and propelled it into one of Nigeria's leading banks. The Bank has all major licenses and regulatory approvals required by major financial services providers to operate in all financial services areas in the domestic market. These include:

• Settlement banking license; • Primary dealer/ market maker in government securities; • Issuing House License; • Primary Dealer in Foreign Exchange; • Custom Duty Collections; • Federal and State Government tax collections.

Access Bank is a beneficiary of foreign currency lines of up to US$450 million as a result of the confidence the international finance community has in the Bank. The Bank has been selected as one of the managers of the Federal Government of Nigeria’s external reserves, leveraging its strong alliances with international development and commercial institutions. Access Bank has been able to position itself as the partner of choice in Nigeria for major International Development Finance Institutions and Financial Institutions investing in emerging markets. These include the Nederlandse Financierings- Maatschappij voor Ontwikkelingslanden N.V. (“FMO”), the International Finance Corporation (“IFC”), European Investment Bank (“EIB”), African Development Bank (“ADB”), German Investment and Development Company (“DEG”), Belgian Investment Company for Development (“BIO”), Export-Import Bank of United States (“Ex-Im Bank”) and African Export Import Bank (“Afrexim Bank”) for project finance and several international correspondent banks such as Citibank, UBS, BNP Paribas, ANZ, HSBC, Commerzbank etc for trade finance. Access Bank’s relationship with these foreign institutions has enhanced its corporate governance and global risk management framework. Access Bank Plc was one of the first to successfully comply with the CBN’s banking consolidation policy through the strategic acquisition of Capital Bank International Plc (Formerly Commercial Bank Credit Lyonnaise Ltd) and Marina International Bank Ltd in August 2005. The three banks were seamlessly integrated in a record time of 60 days. The Access Bank Plc integration model is a good benchmark for integration in the Nigerian banking industry.

3. STATUTORY AND GENERAL INFORMATION

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3.2 PRODUCTS AND SERVICES Access Bank’s extensive range of products and services are tailored to provide the Bank’s corporate, commercial and individual clients with value added banking solutions ranging from day-to-day transactional banking services to complex financing structures. Access Bank works with its customers to help them achieve their goals, offering all the products and services they need to obtain appropriate liquidity, diversification of funding sources, reduced capital costs and stronger balance sheets. The Bank’s products and services include:

• Cash Management • Electronic Banking • Trade Services • Account Services • Loans • Investment Banking • Treasury

3.3 AWARDS AND RATINGS The Bank has also made considerable achievements within the banking industry, some of which include:

• Access Bank is currently ranked one of the Top 10 banks in Nigeria by total assets1. • Access Bank has positioned itself as the partner of choice for multilaterals and DFIs, evidenced by the

Bank’s partnerships and investments from the Nederlandse Financierings – Maatschappij voor Ontwikkelingslanden N.V. (“FMO”), the International Finance Corporation (“IFC”), Belgian Investment Company for Development Countries (“BIO”) and the Finnish Fund for Industrial Corporation (“FinnFund”).

• Access Bank has an experienced management team with a proven track record. The Bank’s management has consistently demonstrated its ability to deliver on its strategic objectives.

• Access Bank is currently one of the most profitable banks, able to successfully leverage its capital base.

• Access Bank was one of the first Banks to implement Flexcube version 6.2 (IT solution creating on-line connection between all the Bank’s branches).

• The Bank was assigned its “A” rating by Global Credit Rating Company, South Africa, in October 2006.

• Access Bank was rated amongst the top 3 banks on Service Delivery and Customer Care by KPMG Financial Services, 2007.

• Access Bank was voted “Most Improved Bank” by This Day, 2005 • One of six banks selected by The European Investment Bank to benefit from the €50 Million Nigerian

Small and Medium Enterprise (SME) Facility. Access Bank has strong corporate responsibility, actively supporting activities that have positively impacted education, health, the arts, the Nigerian economy and the environment 3.4 PURPOSE OF THE OFFER The purpose of the Offer is to raise capital to fund various initiatives which are designed to help Access Bank achieve its goal of becoming a top-3 player in Nigeria by 2012. Specifically, the proceeds will support the bank’s growth objectives which include a retail expansion strategy within Nigeria and the global market place, as well

1 Augusto & Co’s Banking Industry Report, 2007


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as plan to build a stronger brand. Furthermore, a key focus area will be the Bank’s technology infrastructure, with plans to accelerate ATM Rollout, facilitate ICT and E-Channel development and upgrade the network between branches. The estimated net proceeds of the Offer of N66,591,663,711.51, after deducting estimated Offer costs of N3,763,739,325.49 (representing 5.35% of gross Offer proceeds), will be applied as follows:

Use of Proceeds Purpose N'M % Estimated Completion

Period

Expansion of Branch Network 1 21,975 33% 36 monthsStrategic Business Development (ATM Rollout, Call Centres & E-Banking) 6,658 10% 24 monthsEquity Investment in subsidiaries 2 14,720 22% 36 monthsIncrease in Working Capital 18,331 28% ContinuousExpansion & Upgrade of I.T. Infrastructure 4,907 7% 18 monthsTOTAL 66,592 100% 1 Lagos 90, Abuja 11, Edo 10, Oyo 10, Kano 8, Delta 8, Rivers 7, Ogun 6, Anambra 6, Cross Rivers 6, Kogi 5, Akwa Ibom 4, Benue 4, Ebonyi 4, Imo 4, Kaduna 4, Ondo 4, Plateau 4, Sokoto 4,Osun 3, Niger 3, Enugu 3, Bayelsa 3, Abia 3, Bauchi 2, Borno 2, Ekiti 2, Katsina 2, Kwara 2, Adamawa 1, Jigawa 1, Nassarawa 1, Taraba 1, Yobe 1, Zamfara 1 2 Access Gambia, Access Sierra Leone, Access Registrars etc 3.5 WORKING CAPITAL, PROFIT FORECAST AND DIVIDEND Going forward, the Directors of Access Bank Plc, having considered the Bank’s present financial position and anticipated proceeds from the Offer, believe the Bank will have adequate working capital and sufficient liquidity to meet its immediate and foreseeable obligations and funding requirements. Furthermore, the Directors estimate that in the absence of unforeseen circumstances the Bank’s profit after tax for the years ending March 31 2008, 2009 and 2010 will be of the order of N13.2 billion, N18.1 billion and N23.5 billion respectively. If these estimates are achieved, the appropriations will be as follows:

Profit Forecast

2010 2009 2008N’M N’M N’M

Gross earnings 118,393 92,145 66,963Profit before tax 30,904 23,865 17,432Tax (7,417) (5,728) (4,184)Profit after tax 23,487 18,137 13,248Dividend (16,406) (11,701) (7,663)Transfer to statutory and SSI reserves (5,872) (4,534) (5,299)Earnings per share (Naira) - Basic 1.95 1.51 1.12Earnings per share (Naira) - Diluted 1.95 1.5 1.1Dividend per share (Naira) 1.36 0.97 0.65Earnings yield at offer price 13% 10% 8%Dividend yield at offer price 9% 7% 4%P/E ratio at offer price 7.64 9.87 13.3

For the year ended March 31

Forecasts are based on total number of shares in issue at the end of each financial year of the forecast period, arising from this offer for subscription and conversion of portions of debts in issue to equity are as follows: 2008 (11.79billion), 2009 (12.06billion) and 2010 (12.06billion). Going Concern Status: Based on the Bank’s current operating position and based on the review of past financial results and future plans and projections, the Directors are confident that the Bank will continue in operations in the foreseeable future.


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3.6 POTENTIAL RISKS AND MITIGATING FACTORS Below are certain risks associated with the Nigerian Banking industry, which each investor should be aware of. The material implications of the risks envisaged by the Bank’s management have been quantified as far as possible. Where such quantifications have not been made, it may be construed that the implication cannot be quantified. The following factors need to be taken into consideration by potential investors when making their investment decision. Economic Risks

I. Interest rate volatility

Alterations in market interest rates could affect the interest rates charged on the Bank’s interest-earning assets differently from the interest rates paid on its interest-bearing liabilities. Any volatility in interest rates could negatively affect the Bank’s business and its future financial performance.

Risk Mitigant: The Bank through its asset liability committee actively monitors interest rate

changes to assess the impact of change in interest rates and steps taken or required to be taken to minimize any adverse impact. The Bank also reviews the developments in the markets and the economy and their impact on balance sheet and business ensuring adherence to market risk limits and deciding on inter segment transfer pricing. The Bank always matches its funding and lending profiles. Finally, the ongoing expansion of the Bank’s commercial and retail banking business is helping to build stable and low cost deposits.

II. Systemic Risk and Banking Distress

The banking crisis, which emerged during the early 1990s, coupled with the recent collapse of certain banks, may result in systemic risk, given the level of inter-bank activity within the industry, thereby implying that the financial stability of the Nigerian banking system may not be guaranteed. Risk Mitigant: The CBN has significantly strengthened its monitoring, surveillance and oversight responsibilities and continues to implement various confidence-building measures in order to ensure the overall integrity of the banking sector. The new capitalization of banks has further strengthened the financial standing of banks in the country.

Operational Risks

III. The primary business of the Bank is lending which carries a risk of default by borrowers.

Risk Mitigant: The Bank is in compliance with the single obligor limit (20% of shareholders’ funds) imposed by the CBN and constantly monitors the risks associated with lending and ensures the integrity of its risk assets through a combination of conservatism, adequate provisioning and emphasis on recoveries. The Bank also has in place reliable risk management systems.

IV Resignations of our key managerial personnel and executive officers may have an impact on our operations. The bank is highly dependent on its management team, including the continued efforts of the Chairman, Managing Director, Deputy Managing Director and other executive officers. The future performance will be affected by the continued service of these persons. Competition for management and other skilled personnel in our industry is intense and may pose a challenge to attract and retain the personnel we need in the future. The loss of key personnel may have a material adverse effect on our business, results of operations, financial condition and ability to grow.


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Risk Mitigant: The Compensation Committee of the Bank and the Human Resources department take steps to ensure management continuity. The Bank has been able to identify, attract and retain talent internally and externally to ensure smooth business operations.

V Efficacy of Retail Strategy Access Bank appears to be slow to unwind its retail strategy around non-cash transaction opportunities surrounding Debit/Credit Cards, ATM machines, etc. With VISA and now MasterCard already in the Nigerian market and at least 8 banks offering their customers debit cards and/or ATM machines, there is the risk that Access Bank will loose its retail market share as its customers strive for convenience in executing their banking transactions. Risk Mitigant: Although Access Bank’s implementation of its retail strategy seems to be evolving gradually; the Bank has been working closely with ING Bank in formulating a retail strategy that encompasses non-cash transactions – the roll out of which began in January 2006 when the bank re-branded. Access Bank will penetrate the cards market through VISA and ride on the back of VISA’s significant credibility, experience and market knowledge before commencing issuance of VISA cards directly. The Bank has started to put in place the necessary processes, people and infrastructure in readiness for eventual entry into cards. In addition, Access Bank is strong in the area of transaction speed/turnaround.

VI Size/ Competition Access Bank is not perceived as big (balance sheet size and branch footprint) relative to the top 5 banks in the industry and operates in a highly competitive environment. Risk Mitigant: The Bank recognises that it needs to grow its balance sheet in order to compete at the same level as the top 5 banks and this capital raising is an integral part of the strategy.

Political Risks

VII Nigeria is an emerging democracy.

Risk Mitigant: The Nigerian government over the last eight years has instituted reforms, which will outlive the present administration. The country also recently obtained sovereign rating of BB- by Fitch and BB by Standard & Poor’s. In a recent re-appraisal Standard & Poor’s have also retained the BB rating. Adverse changes in macro-economic, socio-political and regulatory environment may therefore only have minimal effect on the risk attributed to further exposure to the Bank.

VIII Withdrawal of Public Sector Funds from the Banking System.

The CBN’s withdrawal of public sector funds from banks (particularly federal parastatals and ministries) may have significant implications for interest rates and the deposit liabilities of public-sector focused banks, thereby also affecting the ability of such banks to meet their respective obligations and creating systemic distress.

Risk Mitigant: By acquiring a strong retail base, the Bank will be adequately positioned to capture a significant share of the beneficiaries of government spending as well as monies currently outside of the banking sector.


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Legal and Regulatory Risks

IX Material changes in the BOFI Act or CBN policies could impact the Bank’s business.

The Nigeria Banking industry is highly regulated and recently emerged from a consolidation of 89 to 25 banks. The bank emerged as one of the first banks to achieve the minimum capital regulatory directive. However, its business will continue to be directly affected by any changes in policies for banks in respect of directed lending and reserve requirements. These could also be subject to other changes in laws and regulations such as those affecting the extent to which they can engage in specific businesses, as well as changes in other governmental policies.

Risk Mitigant: The FGN is institutionalising the economic and social reforms so that they are not specific to any Government Administration. The Bank continues to maintain a pro-active stance in anticipating changes in the regulatory environment.

3.7 BUSINESS PROSPECTS AND GOING CONCERN Access Bank intends to quickly accelerate its position in retail banking in Nigeria through its aggressive branch expansion, development of alternate channels to market and its innovative products. The Bank will also remain focused on growing its market share in project and structured finance and treasury. The Bank was assigned its “A” rating by Global Credit Rating Company, South Africa, in October 2006. The Bank currently has foreign credit lines of US$450 million. The Bank’s future capital raising objectives aside from this Offer includes a Bond issue of N13.5 billion, a subordinated debt of US$75 million and a loan of N9.75 billion from the African Development Bank. 3.8 TRAINING, RESEARCH & DEVELOPMENT Access Bank recognizes that as a service organization, its people are an essential element in its quest for excellence in banking services delivery. It has been identified that the Bank's success depends largely on the quality of its people. The Bank's focus is, thus, the recruitment, development and retention of high quality staff. The Bank recruits the top graduates from the best local and international universities and qualified people from the financial sector; the best people to provide the best services. These people undergo rigorous training and development in the Bank's training school (Access Bank School of Banking Excellence) that adequately covers the developmental needs of the staff and in leading business schools as part of an active learning and capacity building process. The Bank’s training school has evolved into a Learning Centre, which ensures that the staff develop into world-class professionals. Today Access Bank is known in the industry as “the University of Banking”. Staff have access to a full-scale business library. Training is an integral aspect of staff appraisal system. In its quest to recruit, develop and retain the best people, the bank offers a range of employee benefits that ranks with the best in the Industry. The Bank’s goal is to remain an employer of first choice to all existing and potential employees. Equally, staff welfare is very competitive and ranks among the best in the industry. In every sense, the Bank seeks to go beyond the ordinary, to deliver what is perceived as impossible in the quest for excellence and the Bank’s repository for incubating business initiatives through its Research & Development (“R&D”) function is no exception. Through the bank’s R&D functions, Access Bank seeks to maintain a sound basis for creating market driven products and services as well as provide offerings that truly stand out in today’s highly commoditized market place. In this regard, Access Bank has invested in the development of market driven products that meet the demands of the evolving industry. Specifically, the Bank’s extensive research around the development of its ATM roll-


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out strategy, addresses issues around optimization of location and has thus far resulted in the advancement of a cashless economy. Consequently, Access Bank sees value strictly from the view that its products and services must deliver cost savings to customers or increase their capacity to generate more revenues. The total effect is that Access Bank’s customers should become more value enhanced and/or profitable through their dealings with the Bank. Going forward and in line with financial service trends in advanced economies, Access Bank will continue to make conscious efforts to strengthen R&D as part of the Bank’s objective of becoming a top 3 financial banking group by 2012 and vision of becoming a world class financial services provider. 3.9 UNCLAIMED DIVIDEND As at March 31, 2007, there were 11,890 warrants (valued at N22,240,321.68) of Access Bank Members who had not claimed their dividends. Of this N3,126,346.86 is domiciled with Wema Bank Plc, Marina and the balance of N19,113,974.82 is in an account with Access Bank Plc, Victoria Island. A list of unclaimed dividend is published annually alongside the Notice of Annual General Meeting and sent to every member and Shareholders who have unclaimed dividend. 3.10 CORPORATE GOVERNANCE Access Bank has imbibed the highest standards of corporate governance and best practices. The Bank’s business and operations are conducted in an open and transparent manner in line with international best practices and in accordance with the provisions of the relevant laws. Access Bank Plc is in full compliance with the SEC’s code of corporate governance requirements. Below are some examples of the Bank’s compliance with the code: • In line with the Bank’s vision to maintain the highest standards and to ensure the independence of the

Internal Audit function, the Board approved a Charter on the Bank’s Internal Audit. This Charter isolates and insulates the Internal Audit Department from the control or influence of the Executive Management and also frees staff within the internal audit units from operational and management responsibilities that could impair their ability to make independent reviews of all aspects of the Bank’s operations thereby making the department independent. Under the Charter, the Internal Auditors report directly to the Board.

• There is a balance of power and authority so that no individual or coalition of individuals has unfettered powers of decision-making.

• The number of non-executive directors exceeds that of executive directors. • In compliance with Section 359 of the Companies and Allied Matters Act (1990), the Bank has a standing

Shareholders Audit Committee to protect the interest of the Bank’s shareholders. • In accordance with the provisions of section 259 of the Companies and Allied Matters Act 1990, one third

of the Directors of the Company retire annually. The Director to retire every year shall be those who have been longest in office since their last election.

• The responsibilities of the Chairman are clearly separated from that of the head of management (i.e. MD/CEO) such that no one individual/related party has unfettered powers of decision-making by occupying the two positions at the same time.

• A committee of non-executive directors determines the remuneration of executive directors. The Board of Directors consists of 12 members; a Chairman, Group Managing Director, Group Deputy Managing Director and 3 Executive Directors plus 6 Non-Executive Directors out of which 2 are independent Directors. Appointment to the Board is made by shareholders at the Annual General Meeting upon the recommendation of the Board of Directors. The oversight functions of the Board are performed through its various committees namely: The Board Credit Committee, Board Committee on Human Resources, Board Audit Committee and the Board Risk Management Committee.


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These Committees are constituted as follows: Board Credit Committee: The Committee considers and approves credits above the highest limit approved for management as well as has oversight responsibility for ensuring the quality of the Bank’s risk asset. The Committee meets quarterly. Board Committee on Human Resources: The Committee reviews the Bank’s human resources policy and is tasked with the management of the Bank’s staff welfare. The Committee meets quarterly. Board Audit Committee: This Committee is responsible for ensuring compliance with the Bank’s accounting and reporting policies; legal and ethical practices; reviewing the scope and planning of audit requirements; making recommendation to the Board on appointment, removal and remuneration of external auditors; regularly reviewing the effectiveness of the Bank’s system of accounting and internal control. Board Risk Management Committee: The Committee assists the Board in fulfilling its oversight responsibility relating to the establishment of policies, standards and guidelines for risk management, and compliance with legal and regulatory requirements in the Bank. Shareholders’ Audit Committee: In compliance with Section 359 of the Company and Allied Matters Act, 1990, the Bank has a standing Shareholders Audit Committee constituted by 5 members. Asset and Liability Committee (ALCO): ALCO is responsible for market and liquidity risk management. The member of the committee shall include the Group Managing Director, the Group Deputy Managing Director, all Executive Directors, all Group Heads, the Treasurer, The Chief Finance Officer, the Head of Risk Management and the Head of Market Risk Management. The Board Committees meet once every quarter and reports to the full Board on a quarterly basis. Access Bank remains committed to exercising good corporate governance and is constantly looking for ways to imbibe best practices across all its functions. 3.11 FUTURE DEVELOPMENT PLANS The Banks growth strategy culminates in being ranked as one of the top 3 financial services group in Nigeria by 2012. Access Bank has built a strong banking franchise over the years (formally re-branding in January 2006) and is now operating amongst the top 10 banks in the country. Access Bank has identified key business objectives for the next 5 years of operations that will drive its organic growth strategy aggressively. These strategies are around the Bank’s branch and regional expansion into Africa, the Bank’s E-Business offering and the strengthening of its IT platform. Access Bank will continue to focus on people development and training, recognising that its people are an essential element in its quest for excellence in banking services delivery and leverage additional capacity from its strong relationships with the international finance community.


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3.12 INCORPORATION AND SHARE CAPITAL HISTORY

Access Bank was incorporated as a public liability company in February 1989 and commenced banking operations in May 1989. It was listed on the NSE in 1998. At present, the authorized share capital of the Bank is N10 billion comprising 18,000,000,000 Ordinary shares of 50 kobo each and 2,000,000,000 of 50 kobo each, while its issued and paid-up share capital is N3,489,080,431 comprising 6,978,160,862 ordinary shares of 50 kobo each. The changes in the share capital of the Bank since the listing on the NSE are summarized below: Year Authorised Issued & Fully Paid up (N) Consideration

Increase Cumulative Increase Cumulative before 1998 - 600,000,000 163,205,000 163,205,000 N/A 1999 - 600,000,000 330,000,000 493,205,000 Cash 1999 - 600,000,000 106,795,000 600,000,000 Cash 2001 1,400,000,000 2,000,000,000 150,000,000 750,000,000 Bonus 2001 - 2,000,000,000 600,000,000 1,350,000,000 Cash 2003 - 2,000,000,000 150,000,000 1,500,000,000 Bonus 2004 4,000,000,000 6,000,000,000 500,000,000 2,000,000,000 Bonus 2005 - 6,000,000,000 1,977,632,500 3,977,632,500 Cash 2005 - 6,000,000,000 77,974,500 4,055,607,000 Cash 2005 1,500,000,000 7,500,000,000 579,372,500 4,634,979,500 Bonus 2005 - 7,500,000,000 249,678,663 4,884,658,163 Cash 2005 - 7,500,000,000 2,093,502,699 6,978,160,862 Scheme Shares 2006 2,500,000,000 10,000,000,000 (3,489,080,431) 3,489,080,431 Share Capital

Reconstruction 3.13 SHAREHOLDING STRUCTURE

The authorized share capital of the Bank is N10 billion comprising N10,000,000,000.00 comprising 18,000,000,000 Ordinary shares of 50 kobo each and 2,000,000,000 Preference shares of 50 kobo each, while its issued and paid-up share capital is N3,489,080,431 comprising 6,978,160,862 ordinary shares of 50 kobo each is beneficially held as follows:

Shareholder's Name No. of Shares Held

%

United Alliance Company of Nigeria Limited 724,942,623 10.39%

Access Bank Staff Investment Trust Scheme 467,821,575 6.70%

De Nederlandse Financierings Maatschappij voor Ontwikkelingsden 249,678,663 3.58% Others 5,535,717,941 79.33% Total 6,978,160,802 100%

Except as stated above, no shareholder holds more than 5% of the issued share capital of the Bank.


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3.14 DIRECTORS’ INTERESTS

The interests of the Directors of Access Bank in the issued share capital of the Bank as recorded in the Register of Members and as notified by them for the purpose of Section 275 (1) of the Companies & Allied Maters Act, Cap 20 LFN 2004, as at March 31, 2007 are as follows:

S/No. Shareholder's Name Direct Holdings Indirect

Holdings Total

% 1 Gbenga Oyebode 33,740,898 - 33,740,898 0.48% 2 Aigboje Aig-Imoukhuede 44,256,614 362,681,828 406,938,442 5.83% 3 Herbert Wigwe 44,256,614 362,681,828 406,938,442 5.83% 4 Cosmas M. Maduka 514,286 200,719,003 201,233,289 2.88% 5 Oritsedere Samuel Otubu 37,305,333 5,611,056 42,916,389 0.62% 6 Taukeme Edwin Koroye 6,729,972 - 6,729,972 0.10% 7 Isa Dutse Mahmoud 1,066,214 - 1,066,214 0.02% 8 Okey Nwuke 5,696,377 - 5,696,377 0.08% 9 T.B. Folawiyo 3,377,342 157,283,350 160,660,692 2.30%

10 Emmanuel Chiejina 3,907,425 - 3,907,425 0.06% 11 Adewunmi Desalu 6,815,711 - 6,815,711 0.10% 12 Obeahon Ohiwerei - - - 0.00%

3.15 SUBSIDIARIES, ASSOCIATED COMPANIES & EQUITY INVESTMENTS Access Bank Plc maintains equity investments in the following institutions: 3.16 STATEMENT OF INDEBTEDNESS As at the date of this Prospectus, Access Bank had no outstanding debentures, mortgages, loans, charges or similar indebtedness other than those incurred in the ordinary course of business. However Access Bank had contingent liabilities of approximately N80 billion as at March 31, 2007 arising from Acceptances, Guarantees and Letter of Credit related contingencies. 3.17 MERGERS AND TAKEOVERS

The Bank merged with Capital Bank International Plc and Marina International Bank Limited in 2005.

Description %Holding Value (N'000)Access Investments & Securities Limited 100.00 4,490Access Bank Gambia Limited 75.00 206,531Marina Securities Limited 29.00 72,500Valucard Nigeria Plc 10.18 368,257Central Securities Clearing System 10.00 175,000IBTC Investment Managers 15.00 75,000Nigeria Automated Clearing System 3.85 46,588Consolidated Discount House 3.57 10,000


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3.18 CLAIMS AND LITIGATION Access Bank in the ordinary course of business is presently involved in 149 cases ranging from claims for damages (special, exemplary and general), for refund of alleged debit interests and charges and declaratory relief. The total amount claimed in the 110 cases instituted against the Bank is estimated at N6.4 billion while the total amount claimed in the 39 cases instituted by the Bank is estimated at N1.5 million. The Solicitors to the Bank are of the opinion that the contingent liability arising from the cases pending against the Bank is not likely to exceed N545 million. The list of claims and litigation against and for the Bank is available for inspection at the offices of the Joint Issuing Houses. The Directors of the Bank and the Solicitors to the Bank are of the opinion that none of the above mentioned cases is likely to have any material adverse effect on the Bank or the Offer and are not aware of any other threatened or pending claims or litigation which may have a material effect on the Bank or the Offer. 3.19 TRAINING, RESEARCH AND DEVELOPMENT The Bank recruits the top graduates from the best local and international universities and qualified people from the financial sector; the best people to provide the best services. These people undergo rigorous training and development in the Bank's training school (Access Bank School of Banking Excellence) that adequately covers the developmental needs of the staff and in leading business schools as part of an active learning and capacity building process. The Bank’s training school has evolved into a Learning Centre, which ensures that the staff develop into world-class professionals. Today Access Bank is known in the industry as “the University of Banking”. Staff have access to a full-scale business library. Through the bank’s R&D functions, Access Bank seeks to maintain a sound basis for creating market driven products and services as well as provide offerings that truly stand out in today’s highly commoditized market place. 3.20 MATERIAL CONTRACTS The following agreements have been entered into by Access Bank and are considered material to the Offer:

(a) A Vending Agreement dated July 9, 2007 between Access Bank Plc, Chapel Hill Advisory Partners

Limited, IBTC Chartered Bank Plc, FBN Capital Limited, Intercontinental Capital Markets Limited, FCMB Capital Markets Limited, Sterling Capital Markets Limited, BGL Securities Limited, Greenwich Trust Limited and ICMG Securities Limited agreed to offer 4,721,839,130 Ordinary shares of 50 kobo each at N14.90 per share on behalf of the Bank.

(b) An Underwriting Agreement dated July 9, 2007 between Access Bank Plc, Chapel Hill Advisory

Partners Limited, IBTC Chartered Bank Plc, FBN Capital Limited, Intercontinental Capital Markets Limited, FCMB Capital Markets Limited, Sterling Capital Markets Limited, BGL Securities Limited, Greenwich Trust Limited and ICMG Securities Limited under which Chapel Hill, IBTC, FBN Capital, ICML, FCMB, SCML, BGL GTL and ICMG agreed to underwrite the Bank’s offer for subscription of 4,721,839,130 Ordinary Shares of 50 kobo each at N14.90 per share.

(c) A GDR agreement dated July 9, 2007. (d) A Convertible Loan Agreement dated June 9, 2006 between Access Bank Plc and the International

Finance Corporation (“IFC”) under which the IFC loaned Access Bank US$15 million. Up to 25% of the amount is convertible to ordinary shares of Access Bank Plc.

(e) A Convertible Loan Agreement dated March 9, 2007 between Access Bank Plc and the Belgian


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Investment Company for Developing Countries (“BIO”) under which the BIO loaned Access Bank

US$3 million. Up to 25% of the amount is convertible to ordinary shares of Access Bank Plc.

(f) A Convertible Loan Agreement dated April 27, 2007 between Access Bank Plc and the Finnish Fund for Industrial Cooperation (“Finfund”) under which the Finfund loaned Access Bank US$5 million. Up to 25% of the amount is convertible to ordinary shares of Access Bank Plc.

(g) A Trust Deed dated October 19, 2006 between Access Bank Plc and Leadway Trustees Limited with

respect to the N13.5 billion naira denominated redeemable convertible bond. Other than as stated above, the Bank has not entered into any material contracts except in the ordinary course of business. 3.21 DECLARATION Except as otherwise disclosed herein: • No share of the Company is under option or agreed conditionally or unconditionally to be put under

option; • No commissions, discounts, brokerages or other special terms have been granted to any person in

connection with the issue or sale of any share of the Company; • Save as disclosed herein, the Directors of Access Bank have not been informed of any shareholding

representing 5% or more of the issued share capital of the Bank; • There are no founders, management or deferred shares or any options outstanding; • There are no material service agreements between Access Bank Plc and any of its Directors and

employees other than in the ordinary course of business; • There are no long-term service agreements between the Company and any of its Directors and

employees; • No Director of the Company has had any interest direct or indirect in any property purchased or to be

purchased by the Company. • No shareholder, director or key management personnel has been involved in any of the following (in or

outside Nigeria): i) A petition under any bankruptcy or insolvency laws filed (and not struck out) against such person

or any partnership in which he was a partner or any company of which he was a director or key personnel;

ii) A conviction in a criminal proceeding or is named subject of pending criminal proceedings relating

to fraud or dishonesty; iii) The subject of any order, judgement or ruling of any court of competent jurisdiction or regulatory

body relating to fraud or dishonesty, restraining him from acting as an investment adviser, dealer in securities, director or employee of a financial institution and engaging in any type of business practice or activity.


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3.22 COSTS AND EXPENSES The costs and expenses of making this Offer including fees payable to the SEC, the NSE and professional parties, filing fees, stamp duties and legal fees and other expenses, brokerage commission and the costs of printing and advertising the Offer are estimated at N3,763,739,325.49 representing approximately 5.35% of the total amount to be raised. 3.23 CONSENTS The following have given and not withdrawn their written consents to the issue of this Prospectus with their names and reports (where applicable) included in the form and context in which they appear:

The Directors of Access Bank Plc The Company Secretary of Access Bank Plc Chapel Hill Advisory Partners Limited Joint Issuing House IBTC Chartered Bank Plc Joint Issuing House FBN Capital Limited Joint Issuing House Intercontinental Capital Markets Limited Joint Issuing House FCMB Capital Markets Limited Joint Issuing House Sterling Capital Markets Limited Joint Issuing House BGL Securities Limited Joint Issuing House Greenwich Trust Limited Joint Issuing House ICMG Securities Limited Joint Issuing House Paul Usoro & Co. Solicitors to the Offer Banwo & Ighodalo Solicitors to the Issuer KPMG Professional Services Auditors PriceWaterhouseCoopers Reporting Accountants Marina Securities Limited Stockbroker to the Offer APT Securities & Funds Limited Joint Stockbroker to the Offer BGL Securities Limited Joint Stockbroker to the Offer Calyx Securities Limited Joint Stockbroker to the Offer Cashcraft Asset Management Limited Joint Stockbroker to the Offer Camry Securities Limited Joint Stockbroker to the Offer Clearview Investment Company Limited Joint Stockbroker to the Offer Compass Investment & Securities Limited Joint Stockbroker to the Offer CSL Stockbrokers Limited Joint Stockbroker to the Offer Denham Management Limited Joint Stockbroker to the Offer F&C Securities Limited Joint Stockbroker to the Offer FSDH Securities Limited Joint Stockbroker to the Offer Greenwich Trust Limited Joint Stockbroker to the Offer IBTC Asset Management Limited Joint Stockbroker to the Offer ICMG Securities Limited Joint Stockbroker to the Offer Integrated Trust Investments Limited Joint Stockbroker to the Offer Intercontinental Securities Limited Joint Stockbroker to the Offer Kinley Securities Limited Joint Stockbroker to the Offer Lambeth Trust & Investments Company Limited Joint Stockbroker to the Offer Nigerian Stockbrokers Limited Joint Stockbroker to the Offer Peninsula Securities Limited Joint Stockbroker to the Offer Premium Securities Limited Joint Stockbroker to the Offer Reward Investments & Securities Limited Joint Stockbroker to the Offer Santrust Securities Limited Joint Stockbroker to the Offer Spring Stockbrokers Limited Joint Stockbroker to the Offer UNEX Securities & Investment Limited Joint Stockbroker to the Offer Wema Registrars Limited Registrars


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First Bank of Nigeria Plc Receiving Bank First City Monument Bank Plc Receiving Bank IBTC Chartered Bank Plc Receiving Bank Intercontinental Bank Plc Receiving Bank Sterling Bank Plc Receiving Bank

3.24 DOCUMENTS AVAILABLE FOR INSPECTION Copies of the following documents may be inspected at the offices of Chapel Hill Advisory Partners Limited, 1st Floor, 45 Saka Tinubu Street, Victoria Island, Lagos or IBTC Chartered Bank Plc, I.B.T.C. Place, Walter Carrington Crescent, Victoria Island Lagos or FBN Capital Markets Limited, 16 Keffi Street, South-West Ikoyi, Lagos, or Intercontinental Capital Markets Limited, No. 21/22 Marina, or FCMB Capital Markets Limited, Primrose Tower, 17A Tinubu Street, Lagos or Sterling Capital Markets Limited, No. 67 Marina, Lagos or BGL Securities Limited, Plot 1061B Abagbon Close, Off Ologun Agbaje Street, Victoria Island, Lagos or Greenwich Trust Limited, Plot 1698A Oyin Jolayemi Street, Victoria Island, Lagos or ICMG Securities Limited, 8B Ademola Street, South-West Ikoyi, Lagos during normal business hours on any weekday (except public holidays) from July 23, 2007 until August 29, 2007:

(a) Certificate of Incorporation of the Bank; (b) The Memorandum and Articles of Association of the Bank; (c) The Certified True Copy of the Board Resolution dated May 9, 2007 approving the Offer for

Subscription of 4,721,839,130 Ordinary Shares of 50 kobo each at N14.90 each; (d) The Certified True Copy of the Shareholders Resolution dated May 14, 2007 approving the Offer; (e) The certified True Copy of the Certificate of Increase in Share Capital; (f) The Audited Financial Statements of the Bank for each of the five years ended March 31, 2007; (g) The Reporting Accountants Report on Audited Accounts of the Bank for five years ended March

31, 2007; (h) The Reporting Accountants Report on the profit forecast of the Bank for the financial years ended

March 31, 2008, 2009 and 2010; (i) The schedule of Claims and Litigations referred to in Section 3.18 on page 21; (j) The material contracts referred to in Section 3.20 on page 21; (k) The written consents referred to above; (l) The Prospectus issued in respect of the Offer; (m) SEC Approval letter; and (n) NSE Approval letter.

3.25 RELATIONSHIP BETWEEN THE BANK AND ITS ADVISERS As at the date of this Prospectus and in compliance with SEC Rule 184(1) as amended, we hereby state that there is no shareholding relationship between Access Bank Plc and the Joint Issuing Houses/Financial Advisers. However, one of the Joint Stockbrokers, Marina Securities Limited, is a subsidiary of the Issuer. There is no other relationship between Access Bank Plc, its respective directors, major shareholders and principal officers and the Parties to the Offer, except in the ordinary course of business.

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4. PROCEDURE FOR APPLICATION AND ALLOTMENT The general investing public is hereby invited to apply for the shares through any of the Receiving Agents listed on Page 25. Applications for the Shares being offered must be made in accordance with the instructions set out at the back of the application form. Care must be taken to follow these instructions, as applications that do not comply will be rejected. The Application List for the Shares being offered will be open from July 23, 2007 and close on August 29, 2007. Applications must be for a minimum of 1,000 units and in multiples of 100 thereafter. The number of Shares for which an application is made and the value of the cheque or bank draft attached should be entered in the boxes provided. The Applicant should make only one application, whether in his name or in the name of a nominee. Multiple or suspected multiple applications will be rejected. A single applicant should sign the declaration and write his/her full name, address, daytime telephone number and occupation on the application form. Joint applicants must all sign the application form. A corporate applicant should affix its seal in the box and state its Incorporation (RC) Number or in the case of a corporate foreign subscriber its appropriate identification number in the jurisdiction in which it was constituted. Each application should be forwarded together with the cheque or bank draft for the full amount of the purchase price to any of the Receiving Agents listed on Page 25. The cheque or draft must be drawn on a bank in the same town or city in which the Receiving Agent is located and crossed “Access Bank Plc Offer” with the name, address and daytime telephone number of the applicant written on the back. All transfer charges to Lagos, if any, must be paid by the applicant and no application will be accepted unless this has been done. All cheques and drafts will be presented upon receipt and all applications in respect of which cheques are returned unpaid will be rejected and returned through the post at the applicant’s risk.

All returns must also include photocopies of the payment instruments as well as corresponding schedules containing particulars of applicants

ALLOTMENT

Chapel Hill Advisory Partners Limited, IBTC Chartered Bank Plc, FBN Capital Limited, Intercontinental Capital Markets Limited, FCMB Capital Markets Limited, Sterling Capital Markets Limited, BGL Securities Limited, Greenwich Trust Limited and ICMG Securities Limited and the Directors of the Bank reserve the right to accept or reject any application in whole or in part. All irregular or suspected multiple applications will be rejected. The allotment proposal will be subject to capital verification by the Central Bank of Nigeria and will require the clearance of the Securities & Exchange Commission.

APPLICATION MONIES

All application monies will be retained in a separate interest bearing bank account by the Receiving Bankers pending allotment. If any application is not accepted, or is accepted for fewer Shares than the number applied for, a crossed cheque for the full amount, accrued interest or the balance of the amount paid (as the case may be) will be returned by registered post within 5 working days of allotment. A share certificate will be sent by registered post to the applicants’ address not later than 15 working days from the date of allotment approval.

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5. RECEIVING AGENTS Application Forms may be obtained free of charge from any of the following Receiving Agents registered as market operators by SEC, to whom brokerage will be paid at the rate of N10 per N1000 worth of stock allotted in respect of applications bearing their official stamps.

The Joint Issuing Houses cannot accept responsibility for the conduct of any of the institutions listed below. Investors are therefore advised to conduct their own independent enquiries before choosing an agent to act on their behalf. Evidence of lodgement of funds at any of the Receiving Agents listed below, in the absence of corresponding evidence of receipt by any of the Joint Issuing Houses, cannot give rise to a liability on the part of the Issuing Houses under any circumstances

BANKS Access Bank Plc Guaranty Trust Bank Plc Stanbic Bank Nigeria Limited Afribank Nigeria Plc Intercontinental Bank Plc Standard Chartered Bank Limited Diamond Bank Ltd IBTC-Chartered Bank Plc Sterling Bank Plc Eco Bank Nigeria Plc Oceanic Bank International Plc United Bank for Africa Plc Equitorial Trust Bank Ltd Platinum Habib bank Plc Union Bank of Nigeria Plc Fidelity Bank Plc Nigeria International Bank Limited (Citigroup) Unity Bank Plc First Bank of Nigeria Plc Skye bank Plc Wema Bank Plc First City Monument Bank Plc Spring Bank Plc Zenith Bank Plc First Inland Bank Plc

STOCKBROKERS AND OTHERS AAA Stockbrokers Ltd Forte Asset Management Ltd Professional Stockbrokers Ltd Adamawa Securities Ltd Forthright Securities & Investments Ltd Pivot Trust & Investment Ltd AIL Securities Ltd Fountain Securities Ltd Profund Securities Ltd Alangrange Securities Limited FSDH Securities Limited PSL Securities Ltd Alliance Capital Mgt co. Ltd Future View Financial Services Ltd Pyramid Securities Ltd Altrade Securities Ltd Gidauniya Investments & Securities Ltd Quantum Securities Ltd AMYN Investments Ltd Global Assets & Management Ltd Reading Investments Ltd Anchoria Investment & Securities Ltd Golden Securities Ltd Regency Assets Management Ltd APT Securities & Funds Ltd Greenwich Trust Ltd Resano Securities Ltd Associated Asset Managers Ltd GTI Capital Ltd Resort Securities & Trust Ltd Atlas Portfolio Ltd Heartbeat Investments Ltd Reward Investments & Securities Ltd Belfry Investment & Sec. Ltd Hedge Securities & Investments Ltd Rivtrust Securities Ltd Best Link Investment Ltd Horizon Stockbrokers Ltd Rolex Securities Ltd Bestworth Assets & Trust Ltd IBTC Asset Management Ltd Rostrum Investments & Securities Ltd BFCL Assets & Securities Ltd ICMG Securities Ltd Royal Crest Finance Ltd BGL Securities Ltd ICON Stockbrokers Ltd Santrust & Securities Ltd BSD Securities Ltd Ideal Securities & Investments Ltd Securities Solutions Ltd Bytofel Trust & Securities Ltd Independent Securities Securities Trading & Investment Ltd Calyx Securities Limited Intercontinental Securities Ltd Securities Transaction & trust Co Ltd Cashcraft Asset Management Limited Integrated Trust & Investments Ltd Security Swaps Ltd Camry Securities Limited International Standard Securities Ltd Shelong Investment Ltd Capital Assets Ltd Interstate Securities Ltd Sigma Securities Ltd Capital Bancorp Ltd Investment Centre Ltd Signet Investments Securities Ltd Capital Express Securities Ltd Investment Masters & Trust Ltd SMADAC Securities Ltd Capital Trust Brokers Ltd Jenkins Investment Ltd Solid Rock Securities & Investment Ltd Calyx Securities Ltd. Kapital Care Trust & Securities Ltd Spring Stockbrokers Limited Centre Point Investment Ltd Kinley Securities Ltd Springboard Trust & Investment Ltd Century Securities Ltd Kundila Finance Services Ltd Stanbic Equities Nigeria Ltd Chapel Hill Advisory Partners Limited Lambeth Trust & Investment Co Ltd Stanwal Securities Ltd Clearview Investment Company Ltd. LB Securities Ltd Strategy & Arbitrage Ltd City-Code Trust & Investment Co Ltd Lead Capital Ltd Summa Guaranty & Trust Co Ltd Compass Investment & Securities Limited Lighthouse Asset Management Ltd Summit Finance Company Ltd Consolidated Investment Ltd Maclaize Trust & Securities Ltd Supra Commercial Trust Ltd Cooper Fleming Stockbrokers Ltd Mainland Trust Ltd TFS Securities Ltd Core Trust & Investment Ltd Maninvest Securities Ltd Tiddo Securities Ltd Counters Trust Securities Ltd Marimpex Finance & Investment Ltd Tomil Trust Ltd Cowry Asset Management Ltd Marina Securities Ltd Topmost Finance & Investment Ltd Crossworld Securities Ltd Maven Asset Management Ltd Tower Assets Management Ltd CSL Stockbrokers Ltd Maxifund Investments & Securities Ltd Tower Assets Management Ltd Davandy Finance & Sec. Ltd Mayfield Investment Ltd Tower Securities & Investment Co Ltd De-Canon Investment Ltd MBC Securities Ltd Traders Trust & Investment Co Ltd De-Lords Securities Ltd MBL Financial Services Ltd Trans Africa Financial Services Ltd Denham Management Ltd Mega Equities Ltd Transworld Investment Ltd Dependable Securities Ltd Mercov Securities Ltd Tropics Securities Ltd Dynamic Portfolio Ltd Meristem Securities Ltd Trust Yield Securities Ltd EBN Securities Ltd Metropolitan Trust Nigeria Ltd Trusthouse Investment Ltd Emerging Capital Ltd Midas Stockbrokers Ltd TRW Stockbrokers Ltd Empire Securities Ltd Mission Securities Ltd UBA Global Markets Ltd Enterprise Stockbroker Plc Molten Trust Ltd UIDC Securities limited ESL Securities Limited Mountain Investment & Securities Ltd UNEX Securities & Investment Ltd ESS Investment & Trust Ltd Newdevco Finance Securities Ltd Union Capital Markets Ltd Eurocomm Securities Ltd Nigerian International Securities Ltd Valmon Securities Ltd Excel Securities Ltd Nigerian Stockbrokers Ltd Valueline Securities & Investment Ltd Express Portfolio Services Ltd Omas Investments & Trust Ltd Vetiva Capital Management Limited F & C Securities Ltd OMF Securities & Finance Ltd Vision Trust & Investment Ltd Falcon Securities Ltd Options Securities Ltd Viva Securities Ltd FBN Capital Limited P.S.I. Securities Ltd Wizetrade Capital Asset Management Ltd Finmal Finance Services Ltd Partnership Investment Co Ltd WSTC Financial Services Ltd First Alstate Securities Peninsula Asset Management & Inv. Co. Ltd Yobe Investment & Securities Ltd First Equity Securities Ltd Perfecta Investment Trust Ltd Zenith Securities Limited First Stockbrokers Ltd Pilot Securities Limited FIS Securities Ltd Pinefields Investment Services Ltd Foresight Securities Investments Ltd Premium Securities Ltd

6. APPLICATION FORM

INSTRUCTIONS FOR COMPLETING THE APPLICATION FORM (1) Applications should be made only on the Application Form or Photocopy or scanned copies of the

Application Form (2) Applications must not be for less than the minimum number of shares stated on the Application Form.

Applications for more than the minimum number of shares must be in the multiples stated on the Application Form. The number of ordinary shares for which an application is made and the amount of the cheque or bank draft attached should be entered in the boxes provided.

(3) The Application Form when completed should be lodged with any of the Receiving Agents on Page 25.

The Application Form must be accompanied by a cheque or bank draft made payable to the Receiving Agent to whom the application is submitted for the full amount payable on application. The cheque must be drawn on a bank in the same town or city which the receiving agent is located and crossed “Access Bank Plc” with the name, address and daytime telephone number of the applicant written on the back. All bank commissions and transfer charges must be prepaid by the applicant. All cheques and drafts will be presented upon receipt and all applications in respect of which cheques are returned unpaid will be rejected and returned through the post.

(4) The applicant should make only one application, whether in his own name or in the name of a nominee.

Multiple or suspected multiple applications will be rejected. (5) Joint Applicants must all sign the Application Form. (6) An application from a group of individuals should be made in the names of those individuals with no

mention of the name of the group. An application by a firm, which is not registered under the Companies and Allied Matters Act Cap C 20 LFN 2004, should be made either in the name of the proprietor or in the names of the individual partners. In neither case should the name of the firm be mentioned.

(7) An application from a corporate body must bear the corporate body’s seal and be completed under the

hand of a duly authorised official. (8) An application from a pension or provident fund must be in the name of each individual trustee unless

the trustee is a limited liability company. (9) An application by an illiterate should bear his right thumbprint on the Application Form and be

witnessed by an official of the Bank or Receiving Agent at which the application is lodged who must first have explained the meaning and effect of the Application Form to the illiterate in his own language. Above the thumbprint of the illiterate, the witness must record in writing that he has given this explanation to the illiterate in a language understandable to him and that the illiterate appeared to have understood same before affixing his thumb impression.

(10) The applicant(s) should not print his/her signature. If he is unable in the normal manner, he should be

treated for the purpose of this offer as an illiterate and his right thumbprint should be clearly impressed on the Application Form.

APPLICATION FORM ACCESS BANK PLC

Access Bank Abridged Prospectus

Documents

certified

credit related

rank pari

reporting

consolidated

joint issuing

call centres

access sierra