Notice is hereby given that the 2026 Annual General Meeting of BOTSWANA TELECOMMUNICATIONS CORPORATION LIMITED (“BTC”) will be held at Fairground Holdings Botswana in Gaborone, Botswana on Tuesday, 22nd September 2026 at 09:00hrs, to transact the following business:
Agenda:
ORDINARY BUSINESS
- To read the notice convening the
- Ordinary Resolution 1
Presentation of Annual Financial Statements and Auditors Report
To receive, consider and adopt the Audited Financial Statements for the year ended 31st March 2026, together with the Report of the Auditors and Report of the Audit Committee as contained in the Integrated Annual Report.
- Ordinary Resolution 2
Dividends
To approve a full and final dividend of 6.27 thebe per share that was declared by the Directors and paid by the Company.
- Ordinary Resolution 3
Appointment of Directors
To confirm the appointment by way of separate vote the following Directors in accordance with Clause 17.4 the Constitution:
- Lorato Mosetlhanyane
- Andries Delport
- Hilda Mocuminyane-Hlanti
- Mythri Sambasivan-George
- Ikanyeng Molemele
Brief CVs in respect of each Director offering themselves for appointment are attached herewith as an Annexure A. The Board recommends the appointment of these Directors.
- Ordinary Resolution 4
Re- election of directors of the Company
To re-elect by way of separate vote the following Directors of the Company, who retire by rotation in terms of Clause 17.4.1 of the Constitution and, being eligible, offer themselves for re-election.
- Mcedisi Rodger Solomon
- Itemogeng Basadi Pheto
Brief CVs in respect of each Director offering themselves for re-election are contained in the Integrated Annual Report. The Board recommends the re-election of these Directors.
- Ordinary Resolution 5
Remuneration of Non-Executive Directors
To consider and approve the remuneration paid to Non-Executive Directors of the Company for the year ended 31st March 2026 as reflected on page 129 of the Integrated Annual Report.
- Ordinary Resolution 6
Appointment of External Auditors
To appoint Ernst & Young, upon recommendation of the Finance and Audit Committee, as the independent registered Auditors of the Company for the ensuing year.
8. Ordinary Resolution No.7
Remuneration of External Auditors
To approve the remuneration paid to the External Auditors, Deloitte & Touche for the year ended 31st March 2026 as reflected on page 129 of the Integrated Annual Report.
9. Ordinary Resolution No.8
Re-election of the members of the Finance and Audit Committee
To appoint or re-elect by way of separate vote, the following Non-Executive Directors as members of the Finance and Audit Committee in line with the King Code of Corporate Governance:
- Lorato Mosetlhanyane
- Kgotso Bannalotlhe
- Itemogeng Basadi Pheto
- Mythri Sambasivan-George
The members’ appointment or re-election shall be effective from the conclusion of the Annual General Meeting at which this resolution is passed until the conclusion of the next Annual General Meeting of the Company.
Brief CVs in respect of each Director offering themselves for appointment or re-election are contained in the Integrated Annual Report.
The Board recommends the appointment and re-election of these Directors to the Finance and Audit Committee.
10. Special Resolution No.9
To consider and, if deemed fit, pass the following Special Resolution, to amend the Company’s Constitution in accordance with the Companies (Amendment) Act, 2025, which came into effect on 24 January 2025.
A copy of the proposed Constitution will be available for inspection and details of the proposed changes are overleaf marked Annexure “A”.
11. Special Resolution No.10
Substantial gifts made by the Company, details of which are available at the Company’s registered office for perusal as reflected on page 91 to 92 of the Integrated Annual Report.
12. Any Other Business
To answer any questions put by shareholders in respect of the affairs and the business of the Company.
13. To close the meeting
Voting and Proxies
A member entitled to attend, and vote may appoint a proxy (who need not be a member of the Company) to attend and vote for him/her on his/her behalf. The instrument appointing such a proxy must be lodged at or posted to the Transfer Secretaries at the below stated address not less than 48 hours before the meeting. Central Securities Depository Botswana is authorised to receive and count postal votes.
By Order of the Board
Company Secretary
Transfer Secretaries
Central Securities Depository Botswana Private Bag 00417, Gaborone
Physical address: Plot 70667, 4th Floor, Fairscape Precinct, Fairgrounds Telephone: +267 367 4400 /11/12