BD-#29184946-v13

LISTING PARTICULARS

Ecobank Transnational Incorporated

(Incorporated in Togo on 3 October 1985 as a public limited liability company with registration number: 1986B1575)

Issue of

U.S.$150,000,000 Floating Rate Reset Convertible Notes due 2022

The U.S.$150,000,000 Floating Rate Reset Convertible Notes due 2022 (the “Notes”) will be issued by Ecobank Transnational Incorporated (the “Issuer”, the “Company” or “ETI”). The Notes will bear interest at a rate, reset semi-annually, equal to three month U.S. dollar London Interbank Offered Rate plus 6.46% per annum. The Issuer will pay interest on the Notes semi-annually in arrear on 5 January and 5 July in each year. The first payment (for the period from and including 19 October 2017 (the “Issue Date”) to but excluding 5 January 2018) shall be made on 5 January 2018, and the last payment (for the period from and including 5 July 2022 to but excluding 19 October 2022 (the “Maturity Date”)) shall be made on the Maturity Date. Unless previously purchased and cancelled, redeemed or converted, the Notes will be redeemed at 110% of their principal amount on the Maturity Date.

The Notes will constitute the direct, unconditional, unsubordinated and unsecured obligations of the Issuer and will rank pari passu among themselves and (save for certain obligations required to be preferred by law) equally with all other unsecured obligations (other than subordinated obligations, if any) of the Issuer, from time to time outstanding. The Notes will be obligations of the Issuer only and will not be obligations or responsibilities of, or guaranteed by, any of the other parties to the transactions described in these Listing Particulars and any suggestion otherwise, express or implied, is expressly excluded.

Application has been made to the London Stock Exchange for the Notes to be admitted to the London Stock Exchange’s International Securities Market (“ISM”). The ISM is not a regulated market for the purposes of Directive 2004/39/EC.

The ISM is a market designated for professional investors. Notes admitted to trading on the ISM are not admitted to the Official List of the UKLA. The London Stock Exchange has not approved or verified the contents of these Listing Particulars.

The requirements to publish a prospectus under Directive 2003/71/EC, (as amended, including by Directive 2010/73/EU and includes any relevant implementing measures in a relevant Member State of the European Economic Area) (the “Prospectus Directive”) do not apply to the Notes which are only offered in circumstances where an exemption is available under Article 3.2 of the Prospectus Directive (as implemented in the relevant Member State(s)).

The Notes have not been approved or disapproved by the United States Securities and Exchange Commission (the SEC), any state securities commission in the United States or any other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of this offering or the accuracy or adequacy of these Listing Particulars. Any representation to the contrary is a criminal offence in the United States. The Issuer has not been registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”) and the Notes have not been and will not be registered under the United States Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws. The Notes are being offered and sold outside the United States to non-U.S. persons in reliance on Regulation S under the Securities

Act (“Regulation S”) and the Notes may not at any time be offered or sold within the United States or to U.S. Persons as defined in Regulation S. See “Subscription and Sale”.

These Listing Particulars and the Notes have not and will not be registered under the securities laws of any state or jurisdiction and have not been approved or recommended by any securities or exchange regulatory body. These Listing Particulars do not constitute an offer to sell or the solicitation of an offer to buy the Notes in any jurisdiction to any person to whom it is unlawful to make the offer or solicitation in such jurisdiction. The distribution of these Listing Particulars and the offer or sale of Notes may be restricted by law in certain jurisdictions. For a description of certain restrictions on offers and sales of Notes and on distribution of these Listing Particulars and any other offering material relating to the Notes in the United States, the European Economic Area (including the United Kingdom), Ghana, Nigeria and the UEMOA (as defined below), see “Subscription and Sale”.

Notes will be offered and sold in denominations of U.S.$200,000 and integral multiples of U.S.$1,000 in excess thereof. The Notes will be issued in definitive registered form, without interest coupons. On the Issue Date, the Notes to be purchased by a Purchaser will be deposited with such Purchaser and will be registered in such Purchaser’s name (or in the name of its nominee), against delivery by or on behalf of such Purchaser to the Issuer or its order of immediately available funds in the amount of the purchase price therefor by wire transfer of immediately available funds for the account of the Issuer.

As at 10 August 2017, Fitch Ratings Ltd affirmed the Issuer’s Long-Term Issuer Default Rating at ‘B’ with a stable outlook. The Notes have not been and will not be specifically rated by any rating agency. There can be no assurance that, if the Notes were specifically rated by any rating agency, they would have the same ratings as the Issuer’s Long-Term Issuer Default Rating. A rating is not a recommendation to buy, sell or hold securities in the Issuer and may be subject to suspension, reduction or withdrawal at any time by the assigning rating agency. A suspension, reduction or withdrawal of the default rating could result in a reduction in the trading value of securities in the Issuer, including the Notes.

In these Listing Particulars, unless otherwise specified, all references to “dollars” “USD”, “US$”, “U.S.$”, “$”, “c” or “cents” are to the lawful currency of the United States of America, all references to “Naira” are to the lawful currency of Nigeria, all references to “cedi” are to the lawful currency of Ghana and all references to the “CFA” are to the lawful currency of countries of the Francophone West African Countries of the Union Economique et Monétaire Ouest Africaine (“UEMOA”).

Investing in the Notes involves certain risks. The principal risk factors that may affect the ability of the Issuer to fulfil its obligations under the Notes are discussed under “Risk Factors” below. In particular only a Noteholder who is an existing Shareholder of the Issuer can exercise Conversion Rights. See “Risk Factors – Limitation on exercising Conversion Rights”.

The date of these Listing Particulars is 19 October 2017

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Contents

Clause Page

Overview .................................................................................................................................................5

Definitions..............................................................................................................................................11

Risk Factors ..........................................................................................................................................16

Documents Incorporated by Reference ................................................................................................25

Use of Proceeds....................................................................................................................................26

Description of the Issuer and the Group ...............................................................................................27

Subscription and Sale ...........................................................................................................................35

General Information...............................................................................................................................37

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ABOUT THIS DOCUMENT

The Issuer accepts responsibility for the information contained in these Listing Particulars. Having taken all reasonable care to ensure that such is the case, the information contained in these Listing Particulars is, to the best of the issuer’s knowledge, in accordance with the facts and contains no omission likely to affect its import.

As at the date of these Listing Particulars, there are no potential conflicts of interest between any duties owed to the Issuer by the Directors (as defined below under “Description of the Issuer and the Group - Administrative, Management and Supervisory Bodies”) and the private interests and/or other duties owed by these individuals and there are no arrangements, known to the Issuer, the operation of which may at a subsequent date result in a change in control of the Issuer.

Furthermore, as of the date of these Listing Particulars, there are no material contracts that have been entered into outside the ordinary course of the Issuer’s business, which could result in any member of the Group being under an obligation or entitlement that would be material to the Issuer’s ability to meet its obligation to the Noteholders.

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OVERVIEW

This overview must be read as an introduction to these Listing Particulars. This overview is a summary of the terms of the Notes only and is subject to the detailed provisions of the Note Purchase Agreement. Any decision to invest in the Notes should be based on a consideration of the Listing Particulars as a whole, including any information incorporated by reference and the detailed provisions of the Note Purchase Agreement.

Words and expressions defined elsewhere in these Listing Particulars have the same meanings in this overview.

The Issuer will issue the Notes pursuant to the Note Purchase Agreement. A copy of the Note Purchase Agreement including the form of the Notes is available for inspection during normal business hours at the office of the Issuer set forth on the last page of these Listing Particulars.

PARTIES

Issuer / Company / ETI Ecobank Transnational Incorporated, a public limited liability company with its registered office at 2365 Boulevard du Mono, Lomé, Togo and registered number 1986 B 1575.

Joint Auditors Akintola Williams Deloitte, Nigeria.

Grant Thornton, Côte d’Ivoire.

PRINCIPAL TERMS OF THE NOTES

Issue U.S.$150,000,000 Floating Rate Reset Convertible Notes due 2022, convertible into Ordinary Shares in the Issuer.

Issue Date 19 October 2017.

Issue Price 100% of the principal amount of the Notes.

Maturity Date 19 October 2022.

Redemption Amount Unless previously repaid, redeemed, converted or otherwise cancelled prior to the Maturity Date, the Issuershall pay 110% of the principal amount of the Notes then outstanding on the Maturity Date.

Status of the Notes The Notes constitute direct, unsubordinated, unsecured and, upon issue, unconditional obligations of the Issuer subject to the Note Purchase Agreement. The Notes are the obligations solely of the Issuer and not obligations of, or guaranteed by, any other person. The Notes rank pari passu without preference among themselves.

Interest Rate The Interest Rate for the initial Interest Period from and including the Issue Date to but excluding the first Interest Payment Date is the three-month LIBOR, as determined by the Issuer as of 13 February 2017 (being 1.03900%) plus 6.46% per annum. Thereafter, the Interest Rate for any Interest Period will be the three-month LIBOR, as determined by the Issuer (rounded to the nearest 5 decimal places) as of the applicable Interest Determination Date, plus 6.46% per annum.

The Interest Rate will be reset semi-annually on each Interest Reset Date.

Interest Payment Dates Interest will be paid semi-annually in arrear on 5 January and 5 July in each year, commencing on 5 January 2018, and on the Maturity Date.

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Conversion Right Each holder which is also a Shareholder has the right to convert each Note (subject to a minimum principal amount of U.S.$200,000 and integral multiples of U.S.$1,000 in excess thereof being converted) at the Conversion Price into fully paid Ordinary Share(s) in accordance with the provisions of the Note Purchase Agreement.

The Conversion Date in respect of a Note shall be as soon as reasonably practicable after the date of delivery of the Conversion Notice and, if applicable, the making of any payment to be made by the holder in respect of any stamp, issue and registration taxes (in accordance with the terms of the Note Purchase Agreement).

Conversion Period Subject to, and upon compliance with, the provisions of the Note Purchase Agreement, the Conversion Right in respect of a Note may be exercised, at the option of the holder thereof which is also a Shareholder (subject to any applicable fiscal or other laws or regulations):

(i) at any time from 19 October 2019 to the close of business on the Business Day falling six days prior to the Maturity Date (both days inclusive); or

(ii) at any time before 19 October 2019, provided that a Change of Control has occurred, from but excluding the date on which the Change of Control occurs up to and including the date falling 60 days following the occurrence of the Change of Control (or, if later, 60 days following the date on which notice of such Change of Control is given to holders of the Notes by or on behalf of the Issuer) (the “Change of Control Period”).

Conversion Price The initial conversion price of U.S.$0.06 per Ordinary Share, or upon a Change of Control, the Change of Control Conversion Price. The Conversion Price is not subject to adjustment.

Listing of the Ordinary Shares

The Ordinary Shares issuable upon conversion shall beadmitted to listing on at least one of the following stock exchanges: the Ghana Stock Exchange, Nigerian Stock Exchange or on the Bourse Régionale des Valeurs Mobilières, the regional stock exchange in Abidjan (or any other stock exchange where the Ordinary Shares of the Issuer may be admitted to listing from time to time),provided that the Issuer shall endeavour to obtain listing of all the Relevant Stock Exchange(s) for such Ordinary Shares as soon as possible.

Taxation All payments in respect of the Notes by the Issuer shall be made free and clear of withholding or deduction for or on account of, any present or future taxes of whatever nature imposed or levied by or on behalf of any jurisdiction (or any political subdivision or taxing authority of or in such jurisdiction), unless the withholding or deduction of such tax is compelled by law. If any deduction or withholding for any tax shall at any time be required in respect of any amounts to be paid by the Issuer under the Notes, the Issuer will not be required to pay additional or further amounts in respect of such withholding or deduction.

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Events of Default Upon the occurrence of any of the following events which is continuing:

(a) the Issuer defaults in the payment of any principal on any Note for more than 14 days when the same becomes due and payable, whether at maturity or by declaration or otherwise; or

(b) the Issuer defaults in the payment of any interest on any Note for more than 14 days after the same becomes due and payable; or

(c) the Issuer defaults in the performance of or compliance with any term contained in Clause 7.1(b) of the Note Purchase Agreement; or

(d) the Issuer defaults in the performance of or compliance with any term contained in the Note Purchase Agreement (other than those referred to in paragraphs (a), (b) or (c)) and such default is not remedied within 30 days after the earlier of (i) a Responsible Officer obtaining actual knowledge of such default and (ii) the Issuer receiving written notice of such default from any holder (any such written notice to be identified as a “notice of default” and to refer specifically to (d)); or

(e) the Issuer is in default (as principal or as guarantor or other surety) in the payment of any principal of or premium or interest on any indebtedness that is outstanding in an aggregate principal amount of at least U.S.$25,000,000 (or its equivalent in the relevant currency of payment) beyond any period of grace provided with respect thereto, or (ii) the Issuer is in default in the performance of or compliance with any term of any evidence of any indebtedness in an aggregate outstanding principal amount of at least U.S.$25,000,000 (or its equivalent in the relevant currency of payment) or of any mortgage, indenture or other agreement relating thereto or any other condition exists, and as a consequence of such default or condition such indebtedness has become, or has been declared, due and payable before its stated maturity or before its regularly scheduled dates of payment.

(f) the Issuer:

(i) is generally not paying, or admits in writing its inability to pay, its debts as they become due;

(ii) files, or consents by answer or otherwise to the filing against it or, a petition for relief or reorganisation or arrangement or any other petition in bankruptcy, for liquidation or to take advantage of any bankruptcy, insolvency, reorganisation, moratorium or other similar law of any jurisdiction and any such event is not discharged or challenged in good faith by the Issuer within 60 days;

(iii) consents to the appointment of a custodian, receiver, trustee or other officer with similar powers with respect to it or with respect to any substantial part of its property;

(iv) is adjudicated as insolvent or to be liquidate;

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or

(v) takes corporate action for the purpose of any of the foregoing; or

(g) a court or other Governmental Authority of competent jurisdiction enters an order appointing, without consent by the Issuer, a custodian, receiver, trustee or other officer with similar powers with respect to it or with respect to the whole or substantially the whole of its property, or constituting an order for relief or approving a petition for relief or reorganisation or any other petition in bankruptcy or for liquidation or to take advantage of any bankruptcy or insolvency law of any jurisdiction, or ordering the dissolution, winding-up or liquidation of the Issuer, or any such petition shall be filed against the Issuer and such petition shall not be dismissed or challenged in good faith by the Issuer within 60 days; or

(h) any event occurs with respect to the Issuer which under the laws of any jurisdiction is analogous to any of the events described in paragraphs (f) or (g) above, provided that the applicable grace period, if any, which shall apply shall be the one applicable to the relevant proceeding which most closely corresponds to the proceeding described in paragraphs (f) or (g) above,

(x) then if any Event of Default described in paragraphs (a) or (b) has occurred and is continuing, any holder or holders of Notes at the time outstanding affected by such Event of Default may at any time, at its or their option, by notice or notices to the Issuer, declare all the Notes held by it or them to be immediately due and payable; and

(y) if any other Event of Default has occurred and is continuing, the Required Holders may at any time at its or their option, by notice or notices to the Issuer, declare all the Notes then outstanding to be immediately due and payable.

Negative Covenant The Issuer will not consolidate with or merge with any other Person or convey, transfer or lease all or substantially all of its assets in a single transaction or series of transactions to any Person, provided that, the Issuer may consolidate or merge or amalgamate with, or sell, lease or otherwise dispose of all or substantially all of its assets to, any other Person if:

(a) either

(i) the Issuer shall be the surviving or continuing Person; or

(ii) the surviving, continuing or resulting Person that purchases, leases or otherwise acquires all or substantially all of the assets of the Issuer:

(A) is a solvent corporation or limited liability company incorporated under the laws of

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any Permitted Jurisdiction; and

(B)expressly assumes the obligations of the Issuer hereunder and under the Notes, in writing which is in form and substance reasonably satisfactory to the Required Holders; and

(b) at the time of such transaction and after giving effect thereto no Default or Event of Default shall have occurred and be continuing.

No such conveyance, transfer or lease of substantially all of the assets of the Issuer shall have the effect of releasing the Issuer or any successor corporation or limited liability company that shall theretofore have become such in the manner prescribed above, from its liability under the Note Purchase Agreement or the Notes.

Form and Denomination Each of the Notes will be issued in definitive registered form, without interest coupons, in denominations of U.S.$200,000 and integral multiples of U.S.$1,000 in excess thereof.

Transfers Upon surrender of any Note certificate to the Issuer at the address and to the attention of the designated officer for registration of transfer or exchange (and in the case of a surrender for registration of transfer accompanied by a written instrument of transfer duly executed by the registered holder of such Note certificate or such holder’s attorney duly authorised in writing and accompanied by the relevant name, address and other information for notices of each transferee of such Note or part thereof) within 10 Business Days thereafter, the Issuer shall execute and deliver one or more new Note certificate(s) (as requested by the holder thereof) in exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of the surrendered Note certificate. Notes shall not be transferred in denominations of less than U.S.$200,000, provided that if necessary to enable the registration of transfer by a holder of its entire holding of Notes, one Note may be in a denomination of less than U.S.$200,000.

Modification The terms of the Notes may be amended or waived (either retroactively or prospectively) only with the written consent of the Issuer and the Required Holders.

Certain amendments and waivers may only be made with the written consent of the Issuer and the Super-majority Holders (and include the following):

(a) changing the amount or time of any payment of principal of, or reduce the rate or change the time of payment or method of computation of interest on the Notes;

(b) changing the percentage of the principal amount of the Notes the holders of which are required to consent to any amendment or waiver; and

(c) amending certain provisions relating to payments, the Conversion Right, Events of Default and acceleration, tax, confidentiality and currency ofpayment.

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Governing Law The Notes and any non-contractual obligations arising out of or in connection with them will be governed by and shall be construed in accordance with English law.

Selling Restrictions For a description of certain restrictions on offers, sales and deliveries of Notes and on the distribution of offering material, including distribution in the United States of America, Ghana, Nigeria, the UEMOA, the United Kingdom and the European Economic Area, see “Subscription and Sale” below.

Trading of the Notes Application has been made for the Notes to be admitted to trading on the ISM.

ISIN and SEDOL ISIN: CI0000002408

SEDOL: BF1G818

The Notes are issued in definitive registered form only, and will not be cleared or settled in any clearing systems (including Euroclear Bank SA/NV and Clearstream Banking, S.A.).

Risk Factors Investing in Notes involves certain risks. The principal risk factors that may affect the ability of the Issuer to fulfil its obligations under the Notes are discussed under “Risk Factors” below.

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DEFINITIONS

Unless otherwise defined in these Listing Particulars, capitalised words and expressions used in these Listing Particulars shall have the following meanings.

Affiliates Any other Person that at such time directly or indirectly through one or more intermediaries controls, or is controlled by, or is under common control with, the Issuer.

BRVM Bourse Régionale des Valeurs Mobilières, the regional stock exchange in Abidjan, Côte d'Ivoire.

Business Day Any day (other than a Saturday or a Sunday) on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealing in foreign exchange and foreign currency deposits) in London, New York City and Togo.

Change of Control An offer is made to all (or as nearly as may be practicable all) Shareholders (or all (or as nearly as may be practicable all) such Shareholders other than the offeror and/or any associate of the offeror), to acquire all or a majority of the issued Ordinary Shares of the Issuer or if any person proposes a scheme with regard to such acquisition (other than an Exempt Newco Scheme) and (such offer or scheme having become or been declared unconditional in all respects) the right to cast more than 50 per cent of the votes which may ordinarily be cast on a poll at a general meeting of the Issuer has become unconditionally vested in the offeror and/or such associate as aforesaid.

Change of Control

Conversion Price

The lower of U.S.$0.07 per Ordinary Share and the Change of Control Offered Price per Ordinary Share.

Change of Control Offered

Price

The price paid and offered to all (or as nearly as may be practicable all) such Shareholders other than the offeror and/or any associate of the offeror, to acquire all or a majority of the issued Ordinary Shares of the Issuer, or under the scheme with regard to such acquisition.

Conversion Date The conversion date in respect of a Note shall be as soon as reasonably practicable after the date of delivery of the Conversion Notice and, if applicable, the making of any payment to be made by the holder in respect of any stamp, issue and registration taxes (in accordance with the terms of the Note Purchase Agreement).

Exempt Newco Scheme A Newco Scheme where immediately after completion of the relevant scheme of arrangement or analogous proceeding the ordinary shares of Newco (as defined below) are (1) admitted to trading on the Relevant Stock Exchange(s) or (2) admitted to listing on such other regulated, regularly operating, recognised stock exchange or securities market as the Newco may determine.

Fallback Interest Period One (1) week.

Financial Adviser A financial adviser appointed by Issuer in its sole and absolute discretion and at its own expense.

Governmental Authority (a) The government of the Togo or any state or other political subdivision of either thereof; or

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(b) any entity exercising executive, legislative, judicial, regulatory or administrative functions of, or pertaining to, any such government.

GSE Ghana Stock Exchange.

Group The Issuer and its Subsidiaries.

Interest Determination Date The second Business Day immediately preceding the applicable Interest Reset Date.

Interest Reset Date Each date where the Interest Rate is reset semi-annually on 5 January and 5 July in each year, commencing on 5 January 2018; provided that if any Interest Reset Date would otherwise be a day that is not a Business Day, the Interest Reset Date will be postponed to the immediately succeeding day that is a Business Day, except that if that Business Day is in the immediately succeeding calendar month, the Interest Reset Date shall be the immediately preceding Business Day.

Interest Period The period from and including the Issue Date to but excluding the first Interest Reset Date, and subsequently, the period from and including an Interest Reset Date to but excluding the immediately succeeding Interest Reset Date; provided that the final interest period for the Notes will be the period from and including the Interest Reset Date immediately preceding the Maturity Date to but excluding the Maturity Date.

Interpolated Historic Screen Rate

In relation to any Note, the rate (rounded to the same number of decimal places as the two relevant LIBOR rates) which results from interpolating on a linear basis between:

(a) the most recent applicable LIBOR rate for the longest period (for which that LIBOR rate is available) which is less than the relevant Interest Period; and

(b) the most recent applicable LIBOR rate for the shortest period (for which that LIBOR rate is available) which exceeds the relevant Interest Period,

each for the currency of that Note and each of which is no more than five Business Days before the Interest Determination Date.

Interpolated Screen Rate In relation to any Note, the rate (rounded to the same number of decimal places as the two relevant LIBOR rates) which results from interpolating on a linear basis between:

(a) the applicable LIBOR rate for the longest period (for which that LIBOR rate is available) which is less than the relevant Interest Period; and

(b) the applicable LIBOR rate for the shortest period (for which that LIBOR rate is available) which exceeds the relevant Interest Period,

each as of 11:00 am (London time) on the Interest Determination Date for the currency of the Notes.

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LIBOR The applicable London interbank offered rate administered by ICE Benchmark Administration Limited (or any other person which takes over the administration of that rate) for the relevant currency and period displayed (before any correction, recalculation or republication by the administrator) on pages LIBOR01 or LIBOR02 of the Thomson Reuters screen (or any replacement Thomson Reuters page which displays that rate). If such page or service ceases to be available, the Issuer may specify another page or service displaying the relevant rate of 11:00 am (London time) on the Interest Determination Date for the currency of the Notes and for a period equal in length to the relevant Interest Period of the Notes.

(a) If no LIBOR rate is available for an Interest Period, the applicable LIBOR shall be the Interpolated Screen Rate for a period equal in length to the Interest Period.

(b) Shortened Interest Period: If no LIBOR rate is available for:

(i) the currency of the Notes; or

(ii) an Interest Period and it is not possible to calculate the Interpolated Screen Rate,

that Interest Period shall (if it is longer than the applicable Fall Back Interest Period) be shortened to the applicable Fallback Interest Period and the applicable LIBOR for that shortened Interest Period shall be determined pursuant to the definition of LIBOR.

(c) Shortened Interest Period and Historic Screen Rate: If the Interest Period of a Note is, after giving effect to (b) above, either the applicable Fallback Interest Period or shorter than the applicable Fallback Interest Period and, in either case, no LIBOR rate is available for:

(i) the currency of the Notes; or

(ii) an Interest Period and it is not possible to calculate the Interpolated Screen Rate,

the applicable LIBOR shall be the Historic Screen Rate for the Notes.

(d) Shortened Interest Period and Interpolated Historic Screen Rate: If (c) above applies but no Historic Screen Rate is available for the Interest Period of the Note, the applicable LIBOR shall be the Interpolated Historic Screen Rate for a period equal in length to the relevant Interest Period of the Note.

(e) Reference Bank Rate: If (d) above applies but it is not possible to calculate the Interpolated Historic Screen Rate, the Interest Period of the Note shall, if it has been shortened pursuant to paragraph (b)above, revert to its previous length and the applicable LIBOR shall be the Reference Bank Rate as of noon on the Interest Determination Date for the currency of the Note and for a period equal in length to the relevant Interest Period.

(f) Substitute Rate: If paragraph (e) applies but no

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Reference Bank Rate is available for the currency of the Notes or an Interest Period, then the applicable LIBOR shall be the rate which the market deems as a substitute or replacement (or closest substitute or replacement) for LIBOR, or failing which, such rate as determined to be a fair substitute or replacement rate as advised by a Financial Adviser.

Newco Scheme A scheme of arrangement which effects the interposition of a limited liability company (“Newco”) between the Shareholders of the Issuer immediately prior to the scheme of arrangement (the “Existing Shareholders”) and the Issuer; provided that only ordinary shares of Newco are issued to Existing Shareholders and that immediately after completion of the scheme of arrangement the only shareholders of Newco are the Existing Shareholders and that all Subsidiaries of the Issuer immediately prior to the scheme of arrangement (other than Newco, if Newco is then a Subsidiary of the Issuer) are Subsidiaries of the Issuer (or of Newco) immediately after the scheme of arrangement.

Noteholder / holder With respect to any Note, the Person in whose name such Note is registered in the register of Noteholders maintained by the Issuer provided, however, that if such Person is a nominee, then “Noteholder” or “holder” shall mean the beneficial owner of such Note whose name and address appears in such register.

Note Purchase Agreement The Note Purchase Agreement, dated 19 October 2017 (as from time to time amended), between the Issuer and the Purchasers.

NSE Nigerian Stock Exchange

Ordinary Shares The ordinary shares of the Issuer having a nominal value on the Issue Date of U.S.$0.025 each and having been admitted to listing on the GSE, NSE or BRVM, the regional stock exchange in Abidjan (and all other (if any) shares or stock resulting from any sub-division, consolidation or re-classification of such shares).

Person An individual, partnership, corporation, limited liability company, association, trust, unincorporated organisation, business entity or Governmental Authority.

Purchasers The initial purchasers of the Notes on the Issue Date.

Reference Bank Rate The arithmetic mean of the rates (rounded upwards to four decimal places) as supplied to the Issuer at its request by the Reference Banks:

(a) (other than where paragraph (b) below applies), as the rate at which the relevant Reference Bank could borrow funds in the London interbank market in the currency of the Notes and for the relevant period were it to do so by asking for and then accepting interbank offers for deposits in reasonably market size in that currency and for that period; or

(b) if different, as the rate (if any and applied to the relevant Reference Bank and the relevant

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currency and period) which contributors to the applicable LIBOR rate are asked to submit to the relevant administrator.

Reference Banks The principal offices in London of HSBC Bank plc and JPMorgan Chase & Co or such other entities as may be appointed by the Company, acting reasonably.

Relevant Stock Exchange(s) The principal stock exchange(s) or securities market(s) on which the Ordinary Shares are listed, admitted to trading or quoted or dealt in at the relevant time (being on the date of these Listing Particulars, the GSE, NSE and the BRVM).

Required Holders The holders of more than 50% in principal amount of the Notes at the time outstanding (exclusive of Notes then owned by the Issuer or any of its Affiliates).

Responsible Officer Any Senior Financial Officer and any other officer of the Issuer with responsibility for the administration of the relevant portion of the Note Purchase Agreement.

Senior Financial Officer The chief financial officer, principal accounting officer, treasurer or comptroller of the Issuer.

Shareholders The holders of Ordinary Shares, each a “Shareholder”.

Subsidiary As to any Person, any other Person in which such first Person or one or more of its Subsidiaries or such first Person and one or more of its Subsidiaries owns sufficient equity or voting interests to enable it or them (as a group) ordinarily, in the absence of contingencies, to elect a majority of the directors (or Persons performing similar functions) of such second Person, and any partnership or joint venture if more than a 50% interest in the profits or capital thereof is owned by such first Person or one or more of its Subsidiaries or such first Person and one or more of its Subsidiaries (unless such partnership or joint venture can and does ordinarily take major business actions without the prior approval of such Person or one or more of its Subsidiaries). Unless the context otherwise clearly requires, any reference to a “Subsidiary” is a reference to a Subsidiary of the Issuer.

Super-majority Holders The holders of more than 75% in principal amount of the Notes at the time outstanding (exclusive of Notes then owned by the Issuer or any of its Affiliates).

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RISK FACTORS

The Issuer believes that the following factors may affect its abilities to fulfil its obligations under Notes

because they may, directly or indirectly, adversely affect the Issuer’s financial results, businesses,

financial condition, prospects or liquidity. Most of these factors are contingencies which may or may

not occur and the Issuer is not in a position to express a view on the likelihood of any such

contingency occurring or the likelihood or extent to which any such contingencies may affect the price

of the Notes in the secondary market or an investor’s ability to sell its Notes in the secondary market

or the likelihood or extent to which any such contingencies may affect the ability of the Issuer to pay

interest, principal or other amounts on or in connection with any Notes.

In addition, certain factors, although not exhaustive, which could be material for the purpose of

assessing the market risks associated with the Notes are also described below.

The Issuer believes that the factors described below represent the principal risks inherent in investing

in Notes, but any change in the secondary market value of the Notes, the inability of an investor to sell

its Notes in the secondary market or the inability of the Issuer to pay interest, principal or other

amounts on or in connection with any Notes or to perform any of its obligations may occur for other

reasons and the Issuer does not represent that the statements below regarding the risks of holding

any Notes are exhaustive. The risks described below are not the only risks the Issuer faces.

Additional risks and uncertainties not presently known to the Issuer or that it currently believes to be

immaterial could also have a material impact on its business operations or affect the ability of the

Issuer to pay interest, principal or other amounts on or in connection with any Notes. Prospective

investors should also read the detailed information set out elsewhere in these Listing Particulars

(including the documents incorporated by reference) to reach their own views prior to making any

investment decisions.

Risks related to the Group

Sovereign Risk, Social and Terrorism Risks

Sovereign risk includes political, convertibility and cross-border risks. Such risks can arise from

actions of a sovereign state in which the Issuer operates or from unforeseen circumstances, such as

wars and civil unrest. Such occurrences could affect the ability of a party residing in one country to

meet their obligations to counterparties in other countries.

Nigeria, in which the Issuer has a major subsidiary, has experienced recurrent ethnic and religious

unrest and incidents of attacks resulting from ethnic or religious divides, particularly in the northern

part of the country. In December 2016, the Nigerian government claimed victory over Boko Haram, an

Islamic militant group operating predominantly in North-East Nigeria, which has been categorised as

an international terrorist group. Despite recent successes in combating insurgent groups, the risk of

insurgents regrouping remains and there have been recent reports of attacks by Boko Haram against

the Nigerian army. Future events such as these could have a direct impact on the Group. The Group

could suffer loss of properties in the regions affected by conflicts, and could incur additional expenses

in implementing extra security measures at branches in the affected areas. It might also have to limit

the operating hours of some branches at affected locations. Unless resolved by the Nigerian

Government, the conflicts described above may adversely affect Nigeria’s political and economic

17

stability which may, in turn, further affect the Group’s business, results of operations, financial

condition, prospects and share price.

Market Risks

The Issuer is exposed to the risk of loss arising from adverse changes in market conditions during the

period required to close out the Group’s on- and off-balance sheet positions. Losses may arise from

changes in interest rates, exchange rates, equity values and commodity prices. Most African

countries in which the Group operates are vulnerable to international oil and commodity price swings,

which can introduce, amongst others, liquidity risks, exchange rate fluctuations, interest rate and

commodity price volatilities. The Group is also exposed to both trading and non-trading risks. Trading

risk relates to positions that the Group holds as part of its trading or market-making activities, whilst

non-trading risk includes discretionary positions that the Group undertakes for liquidity or capital

hedging purposes. These economic parameters directly impact on the Issuer’s performance and

share price.

Equity and Commodity Price Risk

The Issuer is exposed to the risk of devaluation to its equity portfolio due to share price movements

and to commodity price risk from its portfolio of commodities being devaluated due to price

fluctuations.

Interest Rate and Liquidity Risk

The Issuer is exposed to interest rate risk and liquidity risk.

Interest rate risk can result from a variety of factors:

- Repricing risk - timing differences in the maturity or repricing of assets, liabilities and off-

balance sheet instruments.

- Yield curve risk - changes in market interest rates may have differing effects on prices of

similar instruments with different maturities.

- Basis risk - changes in market interest rates may have different effects on rates received or

paid on instruments with similar repricing characteristics (e.g. funding an adjustable rate loan

that is indexed to a 3-month Treasury bill with deposits that are indexed to the 3-month

LIBOR, as interest rates for various assets and liabilities may change at the same time, but

will not necessarily change by the same amount.

Liquidity risk that funds may not be available when needed to meet the Group’s financial

commitments and the risk that assets may not be able to be liquidated at reasonable market prices in

a short timeframe, which can occur when market liquidity disappears, making it difficult and/or costly

to close or modify positions without incurring significant losses. Liquidity risk arises from the general

funding needs of the Group and in the management of its assets and liabilities. The Group is exposed

to the risk that depositors’ demands for withdrawals outstrip its ability to realise longer-term assets in

cash. The Group, therefore, strikes a balance between its liquidity requirements and funding costs by

capturing stable, reliable and low-cost sources of funding in all of its markets. The interest rate and

18

liquidity risks described above could have a material impact on the Group’s business, results of

operations, financial condition, prospects and share price.

Currency Risk

The Issuer is exposed to foreign exchange risk to earnings and capital arising from sudden

fluctuations in currency exchange rates. This risk can arise directly through trading in foreign

currencies, through the making of loans in a currency other than the operational currencies of the

Issuer, buying foreign-issued securities or issuing foreign currency denominated debt as a source of

funds. It can also arise when assets and liabilities are denominated in foreign, as well as local,

currencies. The Group is also exposed to foreign exchange risk arising from adverse movements in

currency exchange rates used to translate carrying values and income streams in local currencies

relative to the U.S. dollar, the Issuer’s reporting currency.

A significant portion of the Group’s operations are concentrated in African economies and, as a

consequence, the Group’s income, operational results and the quality and growth of its assets

depends to a large extent on the performance of these economies. Any deterioration in economic

conditions could adversely affect the Group’s borrowers and contractual counterparties, which might

adversely affect the Group’s financial position. The Group may also suffer financial loss as a result of

adverse changes in market conditions in countries where it is present or in the global financial

markets in general.

Sustained depreciation in the currencies of countries within which the Issuer operates could adversely

impact the Issuer’s revenues, which are reported in U.S. dollars.

Credit Risk

Credit facilities extended to customers may involve direct, contingent, or counterparty risk. Direct

credit risk is the probability of financial loss when a borrower is unable to repay a loan on the agreed

terms. Contingent credit risk occurs when a member of the Group has guaranteed contractual

obligations of a customer and suffers a loss when the customer fails to fulfil its primary obligation and

is also unable to repay secondary obligations. Credit risk also exists when the Group and a client

have mutual obligations to exchange or deliver financial instruments at a future date.

The risk of default before settlement, also known as pre-settlement risk, arises when the counterparty

defaults before a contract matures and the Group suffers a financial loss in the process of replacing

the unexecuted contract. Credit risk in relation to the migration of a customer borrower can arise

either because the borrower is unwilling to consent to such migration or because their ability to

migrate has been impaired.

Options Risk

Options risk is inherent in embedded options in assets and liabilities, such as provisions in

agreements entered into by the Group that give borrowers the right (but not the obligation) to prepay

their loans, or give depositors the right (but not the obligation) to withdraw funds at any time, with little

or no penalty. If such options are exercised, the Group’s net interest income could be affected, which

could in turn impact its business, results of operations, financial condition, prospects and share price.

19

Operational Risks

Operational risk also includes legal risk, the risk of loss resulting from the failure to comply with laws,

prudent ethical standards and contractual obligations. These events can potentially result in

reputational risk for the Group.

Strategic and franchise risks arise when the Group launches a new product or service, or when it

implements a new strategy. There is a risk that a certain strategy may fail, causing damage to the

Group’s image, which could impair the Group’s ability to generate or retain business.

Reputational Risk

Reputational risk is the current or prospective risk to earnings and capital arising from an adverse

perception of the Issuer’s brand among existing and potential transactional stakeholders, such as

clients, trading counterparties, employees, suppliers, regulators, governmental bodies and investors.

The perceptions of stakeholders, such as the media, non-governmental organisations, trade unions,

competitors and the general public, can influence the Group’s ability to maintain existing relationships,

generate new business and maintain access to sources of funding.

Compliance and Disclosure Risk

Compliance risks relate to the effect of changes in the regulatory and legal environment of

jurisdictions within which the Group operates, and violation of rules and regulations by the Group.

These risks could pose compliance challenges and introduce significant competition to the Group.

The banking sector in most African countries, where the Group’s operations are concentrated are at

their early stages of development, and are highly fragmented, inadequately capitalised and have

evolving banking regulations. As the regulatory environment evolves, the Group may suffer adverse

effects, including compliance risk which may arise in situations where the laws or rules governing

certain products or services are ambiguous or untested. Compliance risk exposes the Group to the

risk of sanctions or penalties being imposed, damages being payable and the voiding of contracts.

Disclosure risk is the risk of suffering a loss due to the presentation of inaccurate or incomplete

information to the general public, shareholders or regulatory bodies. Non-compliance with accounting

rules and requirements for rendition of reports to regulatory and supervision or fiscal authorities could

also give rise to franchise and strategic risks. The Issuer, in addition to having the Notes admitted to

trading on the ISM, also has its equity securities listed on the GSE, the NSE and the BRVM and must

comply with disclosure obligations imposed by all of these exchanges.

Borrower Risk

Borrowers, who could suffer major financial losses including business closure for non-compliance with

legal environmental protection standards could adversely impact the reputation of the Group and its

subsidiaries through their association with such borrowers.

Non-performing Loans

The Issuer’s may have both external and internal asset quality issues in the future, both those

resulting from the impact of the difficult macroeconomic environment on borrowers’ ability to service

20

their loans and poor credit origination procedures within the Group. This could lead to higher non-

performing loans as a percentage of gross loans. For example, Nigeria’s asset quality issues were

exacerbated by the country’s economic recession.

Nigeria accounts for around 30% of the Group’s business and assets. The Nigerian economy has

been adversely affected by the decrease in oil prices and bottlenecks in production, including the

Group’s clients in the public, manufacturing, construction and retail sectors, which account for a

significant proportion of the Group’s business.

Wholesale & Retail loans account for around 50% of the Group’s total assets. Retail customers

typically present greater credit risk than corporates. Negative developments in the Nigerian economy

could affect retail borrowers more significantly than corporates and could result in higher levels of

loans classified by the Group as sub-standard, doubtful or lost (based on the Central Bank of

Nigeria’s Prudential Guidelines) or non-performing loans for which an impairment has been or needs

to be made and as a result, requires higher levels of provisioning.

Structural subordination and dependencies

The Issuer is a holding company and therefore many of the Group’s risks reside in its subsidiaries and

affiliated companies. The Issuer’s ability to meet its financial obligations is dependent upon the

availability of cash flows from members of the Group through dividends, inter-company loans and

other payments. Claims by the creditors of the Issuer’s subsidiaries may adversely affect the ability of

those subsidiaries to support the Issuer in fulfilling its obligations. The unavailability of cash flows from

the subsidiaries of the Issuer through dividends, inter-company loans or other payments, or claims by

the creditors of the subsidiaries of the Issuer may adversely affect the ability of those subsidiaries to

support the Issuer in fulfilling its obligations under the Notes.

21

Risks Relating to the Notes

The Notes are new securities which will 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 prevailing interest rates, the market for similar securities,

general economic conditions, the Group’s results of operations and the market price of the Ordinary

Shares. Although applications have been made for the Notes to be admitted to trading on the ISM,

there is no assurance that an active trading market will develop, or that trading in the Notes will not be

suspended by the ISM. Accordingly, there is no assurance as to the development or liquidity of any

trading market for the Notes.

Suitability

Investors must determine the suitability of an investment in the Notes in light of their own

circumstances. In particular, each potential investor should:

- have sufficient knowledge and experience to make a meaningful evaluation of the Notes, the

merits and the risks of investing in the Notes and the information contained in these Listing

Particulars or any applicable supplement;

- have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of

its particular financial situation, an investment in the Notes and the impact the Notes will have

on its overall investment portfolio;

- have sufficient financial resources and liquidity to bear all of the risks of an investment in the

Notes, including where the currency for principal or interest payments is different from the

potential investor’s home currency;

- understand thoroughly the terms of the Notes and be familiar with the behaviour of any

relevant indices and financial markets; and

- be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for

economic, interest rate and other factors that may affect its investment and its ability to bear

the applicable risks.

A potential investor should not invest in Notes which are complex financial instruments unless it has

the expertise (either alone or with a financial adviser) to evaluate how the Notes will perform under

changing conditions, the resulting effects on the value of the Notes and the impact this investment will

have on the potential investor’s overall investment portfolio.

No Credit Ratings

A credit rating will not be assigned to the Notes on issue and no credit rating is intended to be sought

for the Notes.

22

No tax gross-up

The Issuer is not obliged to make any additional payments to the Noteholders in the event that any

payment in respect of the Notes is required to be withheld or deducted for taxation. The Issuer will not

have any right to require redemption of the Notes in the event of such withholding or deduction.

Noteholders have no shareholder rights before conversion

An investment in the Notes will not convey any voting rights, any right to receive dividends or other

distributions or any other rights with respect to any Ordinary Shares until such time, if any, as the

relevant Noteholder exercises its Conversion Right and becomes registered as the holder of Ordinary

Shares.

Risks attached to the exercise of Conversion Rights

At any point when the Notes are outstanding, depending on the performance of the Ordinary Shares,

the value of the Ordinary Shares may be substantially lower than when the Notes were initially issued

or purchased. In addition, because there will be a delay between when Conversion Rights are

exercised and when Ordinary Shares are delivered, the value of Ordinary Shares to be delivered may

vary substantially between the date on which the Conversion Rights are exercised and the date on

which such Ordinary Shares are delivered.

Limitation on exercising Conversion Rights

A Noteholder which is also a Shareholder will, subject as more fully described under the Note

Purchase Agreement, have the right to convert its Notes into Ordinary Shares. Generally, Conversion

Rights may only be exercised on or after 19 October 2019 up to the close of business on the

Business Day falling six business days prior to the Maturity Date. If a Noteholder is not an existing

Shareholder of the Issuer, such Noteholder will not be able to exercise Conversion Rights to convert

Notes into Ordinary Shares and will need to hold the Notes to maturity.

US Foreign Account Tax Compliance Act Withholding (FATCA)

FATCA may affect payment to any ultimate investor that is a financial institution that is not entitled to

receive payments free of withholding under FATCA. Investors should consult their own tax adviser to

obtain a more detailed explanation of FATCA and how FATCA may affect them.

Noteholders will bear the risk of fluctuation in the price of the Ordinary Shares

The market price of the Notes is expected to be affected by fluctuations in the market price of the

Ordinary Shares and it is impossible to predict whether the price of the Ordinary Shares will rise or

fall. Trading prices of the Ordinary Shares will be influenced by, among other things, the financial

position of the Group, results of operations and political, economic, financial and other factors. Any

decline in the market price of the Ordinary Shares may have a material adverse effect on the market

price of the Notes.

Future issues or sales of the Ordinary Shares may also significantly affect the market price of the

Notes and/or the Ordinary Shares. The future issue of Ordinary Shares by the Issuer or the

23

perception that such issues may occur may significantly affect the trading price of the Notes and/or

the Ordinary Shares. There can be no assurance that the Issuer will not issue Ordinary Shares or that

any substantial shareholder will not dispose of, encumber, or pledge its Ordinary Shares or related

securities.

The price at which the Notes may be converted into Ordinary Shares is not subject to adjustment

There is no requirement that the price at which the Notes may be converted into Ordinary Shares

should be adjusted for any corporate or other event that may affect the value of the Ordinary Shares.

Events in respect of which no adjustment is made may adversely affect the value of the Ordinary

Shares, and, therefore, adversely affect the value of the Notes.

Modification, waivers and substitution

The Note Purchase Agreement permits defined majorities of Noteholders to bind all Noteholders

including Noteholders who did not vote or who voted in a manner contrary to the majority.

Change of law

The Note Purchase Agreement is based on English law in effect as at the date of issue of the Notes.

No assurance can be given as to the impact of any possible judicial decision or change to English law

or administrative practice after the date of issue of the Notes.

Floating Rate Reset Convertible Notes and 6 month Reset of three-month LIBOR

The amount of interest payable on the Notes is set only semi-annually based on the three-month

LIBOR on the Interest Determination Date, which rate may fluctuate substantially. In the past, the

level of the three-month LIBOR has experienced significant fluctuations. Historical levels, fluctuations

and trends of the three-month LIBOR are not necessarily indicative of future levels. Any historical

upward or downward trend in the three-month LIBOR is not an indication that the three-month LIBOR

is more or less likely to increase or decrease at any time during a floating rate interest period. The

three-month LIBOR for the Notes is determined based on the rate applying on the applicable Interest

Determination Date regardless of whether the three-month LIBOR is higher or lower during the

interest period on other dates. As a result, changes in the three-month LIBOR may not result in a

comparable change in the market value of the Notes.

Uncertainty relating to the LIBOR calculation process and potential phasing out of LIBOR after 2021

may adversely affect the value of the Notes.

Since April 2013, the United Kingdom Financial Conduct Authority (FCA) has regulated LIBOR, the

“benchmark” to which certain interest payments on Notes issued may be linked. In July 2017, the FCA

announced that it does not intend to continue to encourage, or use its power to compel, panel banks

to provide rate submissions for the calculation of the LIBOR benchmark beyond the end of 2021 and

that, as a result, there can be no guarantee that LIBOR will be determined after 2021 on the same

basis at present, if at all. At this time, it is not possible to predict the effect of any such changes, any

establishment of alternative reference rates or any other reforms to LIBOR that may be implemented

in the United Kingdom or elsewhere. Any such consequences could adversely affect the value of and

return on any Notes that refer to calculate interest or other payments due on the Notes.

24

Any of the international, national or other proposals for reform or the general increased regulatory

scrutiny of “benchmarks” could increase the costs and risks of administering or otherwise participating

in the setting of a “benchmark” and complying with any such regulations or requirements. Such

factors may have the effect of discouraging market participants from continuing to administer or

contribute to certain “benchmarks,” trigger changes in the rules or methodologies used in certain

“benchmarks” or lead to the discontinuance or unavailability of quotes of certain “benchmarks”.

To the extent that LIBOR may be discontinued or no longer quoted, the applicable base rate will be

determined using the alternative methods as set out in the Note Purchase Agreement (including but

not limited to the determination of a rate deemed to be a fair substitute or replacement rate as advised

by a financial adviser). Any such alternative method may result in interest payments that are lower

than or that do not otherwise correlate over time with the payments that would have been made on

those Notes if LIBOR was available in its current form. Further, the same costs and risks that may

lead to the discontinuation or unavailability of LIBOR may make one or more of the alternative

methods impossible or impracticable to determine. Any of the foregoing may have an adverse effect

on the value of such Notes.

25

DOCUMENTS INCORPORATED BY REFERENCE

The following financial information is incorporated by reference in these Listing Particulars:

1. The audited consolidated financial statements of the Group for the financial years ended 31

December 2016 and 2015, together with the audit report for the years ended 31 December

2016 and 2015 from the Issuer’s annual reports for the financial years ended 31 December

2016 and 2015; and

2. The audited interim consolidated financial statements of the Group submitted to the NSE as of

and for the six months ended 30 June 2017.

Such documents shall be deemed to be incorporated in, and form part of, these Listing Particulars,

except that any statement contained in a document deemed to be incorporated by reference herein

shall be deemed to be modified or superseded for the purpose of these Listing Particulars to the

extent that a statement contained herein modifies or supersedes such earlier statement (whether

expressly, by implication or otherwise). Any statement so modified or superseded shall not be

deemed, except as so modified or superseded, to constitute a part of these Listing Particulars.

Any documents themselves incorporated by reference in the documents incorporated by reference in

these Listing Particulars shall not form part of these Listing Particulars. The parts of the above-

mentioned documents which are not incorporated by reference into these Listing Particulars are either

not relevant for investors or covered elsewhere in these Listing Particulars.

Copies of documents incorporated by reference in these Listing Particulars may be obtained (without

charge) from the registered office of the Issuer or from the Issuer’s website at

https://www.ecobank.com/group/investor-relations/key-figures/performance. Except for the documents

referred to herein as being incorporated by reference, none of the information contained on this

website shall form part of these Listing Particulars.

For further information on how copies of these financial statements can be obtained, see “General

Information – Documents Available for Inspection”.

26

USE OF PROCEEDS

The Issuer will use the net proceeds of the issue of the Notes to refinance existing obligations thereby

increasing the tenor of borrowings and for its general corporate purposes.

27

DESCRIPTION OF THE ISSUER AND THE GROUP

History and Incorporation

The Issuer, a public limited liability company, was established as a bank holding company in 1985.

In 1985 the Issuer was granted the status of an international organisation with the rights and

privileges necessary for it to operate as a regional institution, including the status of a non-resident

financial institution. The Issuer commenced operations with its first subsidiary in Togo in March 1988.

Today, the Group is a full-service regional banking institution employing over 20,000 staff in over

1,200 branches and offices in 36 countries across Africa.

The Issuer has two specialised subsidiaries: Ecobank Development Corporation (“EDC”) and

eProcess International (“eProcess”). EDC was incorporated to develop the Issuer’s investment

banking and advisory businesses throughout the countries where the Issuer operates. EDC operates

brokerage houses on the GSE, NSE, BRVM, the Douala Stock Exchange in Cameroon and the

Bourse des Valeurs Mobilières de l’Afrique Centrale (BVMAC), the regional exchange in Gabon.

eProcess manages the Group’s information technology function with a view to centralising the

Group’s middle and back office operations to improve efficiency, service standards and reduce costs.

Furthermore, the Issuer operates a pan-African research power house, dedicated to providing the

highest quality research for the Issuer’s clients in order to help them navigate the complex African

marketplace. Its team of seasoned analysts based across the Issuer’s 36-country footprint draws on

its extensive local knowledge to provide insights for clients and identify investment opportunities. Its

focus is on Middle Africa – the region between North Africa and the Rand Zone, which has the richest

potential for growth but is poorly understood. Ecobank Research produces regular market updates,

briefing notes and detailed studies on the region’s macroeconomics, currencies, fixed income,

equities, commodities and trade.

Business Objectives and Operations

The Issuer is a full-service bank providing a broad range of products and services to governments,

financial institutions, multinationals, international organisations, medium, small and micro businesses

and individuals. The Issuer is listed on the GSE, NSE and BRVM.

The Group has adopted International Financial Reporting Standards (“IFRS”) and its financial

statements are reported in U.S. dollars.

The Group operates as “One Bank” with a common brand and common standards, policies and

processes, which means that customers get a consistent and reliable service across its network of

branches, offices and alliance locations.

Through the Ecobank Foundation, the Issuer supports charitable projects relating to women, children,

health and culture. The Issuer invests substantially in developing African talent and is rolling out

microfinance units in Ghana, Sierra Leone and Nigeria.

28

Business Segments

Corporate and Investment Banking

The Group’s corporate and investment banking operations offer relevant financial solutions to global

and regional corporates, public corporates, financial institutions and international organisations. The

Group also leverages technology to assist clients. Its offerings include the following services:

Transaction Banking; Fixed Income Currencies and Commodities; Investment Banking; Security,

Wealth and Asset Management; Cards, Loans and Liquidity. The bank’s Treasury and Research

department supports the corporate and investment banking division.

Commercial Banking

The commercial banking division provides commercial banking services to large and medium sized

corporates and small and medium enterprises, as well as the public sector.

Consumer Banking

The Group also has a consumer banking divisions which provides financial products and services to

individual customers.

Organisational Structure

The Issuer acts as the holding company of the Group. The Issuer has the following significant direct

and indirect subsidiary undertakings.

Name Country of

Incorporation

Proportion of

ownership

interest

Principal activity

Ecobank Cameroon Cameroon 80% Banking

Ecobank Chad Chad 74% Banking

Ecobank Sao Tomé Sao Tomé and

Principe

99% Banking

Ecobank Central Africa Central Africa 75% Banking

Ecobank Congo

Brazzaville

Congo Brazzaville 89% Banking

Ecobank Gabon Gabon 75% Banking

Ecobank Guinea

Equatoriale

Equatorial Guinea 60% Banking

29

Ecobank Benin Benin 79% Banking

Ecobank Burkina Faso Burkina Faso 85% Banking

Ecobank Côte d’Ivoire Côte d’Ivoire 94% Banking

Ecobank Mali Mali 93% Banking

Ecobank Niger Niger 100% Banking

Ecobank Sénégal Sénégal 80% Banking

Ecobank Togo Togo 82% Banking

Ecobank Guinea Bissau Guinea Bissau 100% Banking

Ecobank Cape Verde Cape Verde 99% Banking

Ecobank Ghana Ghana 69% Banking

Ecobank Guinea Guinea 83% Banking

Ecobank Liberia Ecobank 100% Banking

Ecobank Sierra Leone Sierra Leone 100% Banking

Ecobank Gambia Gambia 97% Banking

Ecobank Rwanda Rwanda 94% Banking

Ecobank Tanzania Tanzania 100% Banking

Ecobank Kenya Kenya 100% Banking

Ecobank Burundi Burundi 75% Banking

Ecobank Uganda Uganda 100% Banking

Ecobank South Sudan South Sudan 100% Banking

Ecobank Nigeria Nigeria 100% Banking

Ecobank Malawi Malawi 96% Banking

Ecobank Congo RDC Republic of the

Congo

100% Banking

30

Ecobank Zambia Zambia 100% Banking

Ecobank Zimbabwe Zimbabwe 99% Banking

Ecobank Mozambique Mozambique 96% Banking

SOFIPE Burkina Burkina Faso 85% SME financing

Ecobank Micro Finance

Sierra Leone

Sierra Leone 100% Micro finance

Ecobank Development

Holding Corporation

Togo 91% Investment banking and asset

management

EKE Property Limited

Kenya

Kenya 100% Property development

Treasury Bond Protected

Investment Company

Mauritius 100% Asset Management

ECB One Mauritius 100% Aircraft leasing

FCP Obligataire Côte d’Ivoire 80% Asset Management

eProcess international Togo 100% Technology Services

EBI SA (France) France 100% Banking

Bewcastle Nigeria 100% Property development

Administrative, Management and Supervisory Bodies

The Issuer’s registered office is located at 2365 Boulevard du Mono, Lomé, Togo.

The Directors of the Issuer are:

Name Title and principal activities outside the Group (if any)

Emmanuel Ikazoboh Chairman and Independent Non-Executive Director

Board representative of the International Institute for Sustainable Development

in Canada (Chairman of Audit and Risk Committee)

Ade Ayeyemi Group Chief Executive Officer and Executive Director

Abdulla M. Al Khalifa Non-Executive Director

31

Member of Finance & Regulatory Requirements Committee

Member of Risk Committee

Executive General Manager and Chief Business Officer of Qatar National

Bank Group

Executive Director of QNB Capital, Qatar

Executive Director of ANB Al Ahli, Eqypt

Executive Director of Housing Bank Trade & Finance, Jordan

Non-Executive Director of QNB Finansbank, Turkey

Alain F. Nkontchou Independent Non-Executive Director

Chairman of Nomination & Remuneration Committee

Member of Audit Committee

Managing Partner and Co-Founder, Enko Capital Management

Dolika E.S. Banda Independent Non-Executive Director

Chairperson of Social, Ethics & Reputation Committee

Member of Risk Committee

Chief Executive Officer of African Risk Capacity Insurance Company Limited

Non-Executive Director of Harith General Partners

Non-Executive Director of DFID/UK AID’s Financial Sector Deepening Africa

and Financial Sector Deepening Zambia

Chair of Focus Investment Group

Bashir M.Ifo Non-Executive Director

Member of Nomination & Remuneration Committee

Member of Governance Committee

President ECOWAS Bank for Investment and Development

32

Non-Executive Director of Asky Airlines

Tei Mante Independent Non-Executive Director

Chairman of Audit & Compliance Committee

Member of Governance Committee

Independent member of the Investment Committee of the West

Africa Emerging Markets Growth Fund

Dr Daniel M. Matjila Non-Executive Director

Member of Finance & Regulatory Requirements Committee

Member of Risk Committee

Chief Executive Officer and Executive Director for the Public Investment

Corporation

Mfundo Clement Nkuhlu Non-Executive Director

Member of Nomination & Remuneration Committee

Member of Finance & Regulatory Requirements Committee

Member of Social, Reputation & Ethics Committee

Chief Operating Officer and Executive Director of Nedbank Limited and

Nedbank Group Limited

Dr Catherine W. Ngahu Independent Non-Executive Director

Member of Nomination & Remuneration Committee

Member of Social, Ethics & Reputation Committee

Chair of Universal Service Advisory Council of the Communication Authority of

Kenya

Chair of Uchumi Supermarkets Limited

Member of board of AAR Insurance

33

Member of board of Eveready EA Limited

Greg Davis Group Executive Director, Chief Financial Officer

Brian Kennedy Non-Executive Director

Group Managing Executive: Nedbank Corporate and Investment Banking

David O’Sullivan Non-Executive Director

Director of the QNB Global Funds ICAV

The members of Executive Management are Mr. Ade Ayeyemi , Greg Davis and the following persons:

Julie Essiam Group Executive, HR & Corporate Affairs

Eddy Ogbobu Group Executive, Operations & Technology

Gary Taylor Group Head, Credit Risk

Madibinet Cisse Group Head, Legal & Company Secretary

Moustapha Fall Group Head, Internal Audit

Amin Manekia Group Executive, Corporate and Investment Bank

Patrick Akinwuntan Group Executive, Consumer Banking

Laurence do Rego Group Executive, Commercial Banking

34

Major Shareholders

As at 30 June 2017, the major shareholders of the Issuer are as shown below. These holdings

include, where applicable, the aggregate of investment management clients’ interests within the

respective asset management companies and may have since changed without triggering a further

notification.

Number of Shares held %

Nedbank 5,249,014,550 21.2

Qatar National Bank 4,970,904,524 20.18

IFC and IFC Funds 3,487,337,828 14.1

PIC (GEPF) 3,333,333,333 13.5

SSNIT 955,688,972 3.9

For further information on the Issuer’s historical financial information, please see “Documents

Incorporated by Reference” above.

35

SUBSCRIPTION AND SALE

Pursuant to the Note Purchase Agreement the Purchasers have agreed with the Issuer, subject to the

satisfaction of certain conditions, to purchase the Notes at the issue price of 100% of their principal

amount.

United States

The Notes have not been and will not be registered under the Securities Act and may not be offered,

sold or delivered within the United States or to, or for the account or benefit of U.S. persons except in

certain transactions exempt from the registration requirements of the Securities Act. Terms used in

this paragraph have the meanings given to them by Regulation S under the Securities Act.

The Notes are subject to United States tax law requirements and may not be offered, sold or

delivered within the United States or its possessions or to a U.S. person, except in certain

transactions permitted by United States Treasury regulations. Terms used in this paragraph have the

meanings given to them by the United States Internal Revenue Code of 1986 and regulations

thereunder.

United Kingdom

In connection with the Notes, there will not be communicated or caused to be communicated any

invitation or inducement to engage in investment activity (within the meaning of section 21 of the

FSMA) in connection with the issue or sale of any Notes except in circumstances in which section

21(1) of the FSMA does not apply to the Issuer; and (ii) all applicable provisions of the FSMA with

respect to anything done in relation to such Notes in, from or otherwise involving the UK will need to

be complied with.

These Listing Particulars are only being distributed to and is only directed at (i) persons who are

outside the United Kingdom or (ii) to investment professional failing within Article 19(5) of the

Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the

”Order”) or (iii) high net worth entities and other persons to whom it may lawfully be communication,

falling within Article 49(2)(a) to (d) of the Order (and such persons together being referred to as

“relevant persons”). The Notes are only available to, and any invitation, offer or agreement to

subscribe, purchase or otherwise acquire such Notes will be engaged in only with, relevant persons.

A person who is not a relevant person should not act or rely on these Listing Particulars or any of its

contents.

European Economic Area

These Listing Particulars have not been reviewed or approved by the Financial Conduct Authority as

competent authority in the United Kingdom, nor has it been reviewed or approved by any competent

authority in any other member state of the European Economic Area and does not constitute a

Prospectus for the purposes of the Prospectus Directive. No approval, filing or registration has been

or will be made to offer the Notes to the public in any jurisdiction.

These Listing Particulars have been prepared on the basis that any offer of Notes in any EEA

Member State that has implemented the Prospectus Directive (a “Relevant Member State”) will be

36

made pursuant to an exemption under the Prospectus Directive, as implemented in that Relevant

Member State, from the requirement to publish a prospectus for offers of Notes. Accordingly, any

person making or intending to make an offer in that Relevant Member State of Notes which are the

subject of an offering contemplated in these Listing Particulars may only do so in circumstances in

which no obligation rises for the Issuer to publish a prospectus pursuant to Article 3 of the Prospectus

Directive, in each case, in relation to such offer. Neither the Issuer nor the Purchasers have

authorised, nor do they authorise, the making of any offer of Notes in circumstances in which an

obligation arises for the Issuer to publish or supplement a prospectus for such offer. In these Listing

Particulars, the expression “Prospectus Directive” means Directive 2003/71/EC (as amended,

including by Directive 2010/73/EU), and includes any relevant implementing measure in the Relevant

Member State.

Ghana

The offer for sale or selling of the Notes to the public in Ghana, and the distribution of these Listing

Particulars or any information related thereto to the public in Ghana, is restricted by the Securities

Industry Act of Ghana, 2016 (Act 929), the Securities and Exchange Commission Regulations of

Ghana, 2003 (LI 1728), the Foreign Exchange Act of Ghana, 2016 (Act 723) (“FEA”) and the

Operational Guidelines for the FEA issued by the Bank of Ghana in March 2007 under Notice No.

BG/GOV/SEC/2007/4. Persons who come into possession of these Listing Particulars in Ghana are

required to inform themselves about, and to observe, any such restriction. For these purposes, these

Listing Particulars do not constitute an offer to the public in Ghana and may not be used for the

purpose of an offer or solicitation to the public by any one in Ghana.

Nigeria

These Listing Particulars and the Notes have not been, and will not be, registered with the Nigerian

Securities and Exchange Commission, or under the Nigerian Investment Securities Act No. 29 of

2007 ("ISA"). Furthermore, neither these Listing Particulars nor any other offering material related to

the Notes will be distributed or utilised in connection with any offering or solicitation of an offer to the

public within Nigeria, and the Notes will not be offered or sold within Nigeria or to, or for the account

or benefit of the Nigerian public.

UEMOA

These Listing Particulars and the Notes have not and will not be registered with the applicable

regulators in the UEMOA. Accordingly, the Notes will not be offered or sold in the UEMOA.

General

Save for having obtained approval of this document by the London Stock Exchange pursuant to the

rules of the ISM, no action has been or will be taken by the Issuer or any of the Purchasers or any

other person that would permit a public offering of the Notes or possession or distribution of this

document or other offering material relating to the Notes in the United Kingdom or in any jurisdiction

where, or in any circumstances in which, action for those purposes is required. This document does

not constitute an offer and may not be used for the purposes of any offer or solicitation in or from any

jurisdiction where such an offer or solicitation is not authorised or would be unlawful.

37

GENERAL INFORMATION

Authorisation

1. The creation and issue of the Notes was authorised by resolutions of the board of directors of the Issuer on 18 January 2017.

ISIN and SEDOL

2. The ISIN for the Notes is CI0000002408 and the SEDOL is BF1G818. The Notes are in definitive registered form only, and will not be cleared or settled in any clearing systems (including Euroclear Bank SA/NV and Clearstream Banking, S.A.).

Legal and Arbitration Proceedings

3. There are no governmental, legal or arbitration proceedings (including any proceedings which are pending or threatened) of which the Issuer is aware in the 12 months preceding the date of this document which may have or have in such period had a significant effect on the financial position or profitability of the Issuer or of the Group.

Significant/Material Change

4. There has been no significant change in the financial or trading position of the Issuer and/or the Group since 30 June 2017 and no material adverse change in the prospects of the Issuer and/or the Group since 31 December 2016.

Documents Available for Inspection

5. So long as the Notes remain outstanding, physical copies of the following documents (together with English translations thereof) may be inspected by Noteholders during normal business hours on any weekday (Saturdays, Sundays and public holidays excepted) at the offices of the Issuer at 2365, Boulevard du Mono, Lomé Togo or at EBI SA, Representative Office, 2

ndFloor, 20 Old Broad Street, London, EC2N 1DP, United Kingdom:

(a) the constitutive documents of the Issuer;

(b) the form of the Note Purchase Agreement; and

(c) the annual report and financial statements of the Group for the year ended 31 December 2016 and the half yearly report of the Group for the six months ended 30 June 2017.

Statutory Auditors

6. Akintola Williams Deloitte, Nigeria, and Grant Thornton, Côte d’Ivoire, Joint Auditors of the Issuer, who are registered to carry out audit work by ICAEW in Nigeria and by ICAEW in Côte d’Ivoire respectively, have audited and rendered an unqualified audit report on, in accordance with IFRS issued by the International Accounting Standards Board (IASB), the accounts of the Issuer, which were prepared in accordance with IFRS and IFRS Interpretations Committee, for the years ended 31 December 2016 and 31 December 2015.

38

Information on the Ordinary Shares issuable upon conversion of the Notes

7. Information on the Ordinary Shares issuable upon conversion of the Notes, as well as information on the past and future performance of the Ordinary Shares and their volatility can be obtained at the following websites:

(a) BRVM – http://www.brvm.org;

(b) GSE – https://www.gse.com.gh; and

(c) NSE – http://www.nse.com.ng/.

Description of the markets on which the Ordinary Shares issuable upon conversion of the Notes are traded

8. The GSE was established in July 1989 as a private company limited by guarantee under the Companies Code of 1963. It was given recognition as an authorised stock exchange under the Stock Exchange Act of 1971 (Act 384) in 1990. The GSE changed its status to a public company limited by guarantee in 1994, and is the main securities market in Ghana. The GSE is regulated by the Securities and Exchange Commission. Price information of securities can be found published on the GSE’s website. An indication of the trading volumes and the frequency with which prices of the Ordinary Shares issuable upon conversion of the Notes can be obtained at: https://www.gse.com.gh.

9. The NSE is a registered company limited by guarantee founded in 1960 and it is licensed under the Investments and Securities Act and is regulated by the Securities and Exchange Commission of Nigeria. The NSE is the main securities market in Nigeria. Price information of securities can be found published on the NSE’s website. An indication of the trading volumes and the frequency with which prices of the Ordinary Shares issuable upon conversion of the Notes can be obtained at http://www.nse.com.ng/.

10. The BRVM was established in December 1996 as a private limited company with a community public service mission following a decision by the council of ministers of UEMOA in 1993 to create a financial market for the region. The BRVM is the regional stock exchange for the eight countries of the UEMOA region: Benin, Burkina Faso, Cote d’Ivoire, Guinee-Bissau, Mali, Niger, Senegal and Togo. It has its headquarters based in Abidjan and local antennas in each of the UEMOA countries. The BRVM is regulated by the Conseil Regional de l’Epargne Publique et des Marchés Financiers. Price information of securities can be found published on the BRVM’s website. An indication of the trading volumes and the frequency with which prices of the Ordinary Shares issuable upon conversion of the Notes can be obtained at: https://www.brvm.org.

39

ISSUER

Ecobank Transnational Incorporated

2365 Boulevard du Mono,

Lomé

Togo

To the Issuer as to English law: To the Issuer as to Nigerian law:

Norton Rose Fulbright LLP

3 More London Riverside

London SE1 2AQ

United Kingdom

Udo Udoma & Belo-Osagie

St. Nicholas House (10th & 13th Floors)

Catholic Mission Street

Lagos

Nigeria

To the Issuer as to Ghanaian law: To the Issuer as to UEMOA law:

Bentsi-Enchill, Letsa & Ankomah

4 Momotse Avenue, Adabraka - Accra

P. O. Box GP 1632

Accra

Ghana

Bile-Aka, Brizoua-Bi & Associés

République de Côte d'Ivoire

7 Boulevard Latrille, Abidjan-Cocody

25 BP 945 Abidjan 25

Côte d’Ivoire

AUDITORS TO THE ISSUER

Akintola Williams Deloitte, Nigeria

Civic Towers

Plot GA 1, Ozumba Mbadiwe Avenue

Victoria Island, Lagos

Nigeria

Grant Thornton, Côte d’Ivoire

Rue du commerce, Immeuble Nabil, 1er étage

BP 12721 Abidjan

Côte d'Ivoire

TRANSACTION ADVISORS TO THE ISSUER

Ecobank Development Corporation

2365, Boulevard du Mono, BP 3261

Lomé

Togo