First National Bank of Botswana : AMENDED AND RESTATED PRICING SUPPLEMENT DATED 12TH JULY 2022 IN RESPECT OF ISSUE OF UP TO BWP 196,802,000 TIER II SUBORDINATED UNSECURED FLOATING RATE NOTES FNBB010 NOTES UNDER ITS BWP 3,000,000,000 MEDIUM TERM NOTE PROGRAMME

FNBB010

DESCRIPTION OF THE NOTES

1. Issuer
2. Status of Notes

1. Date Board Approval for issuance of Notes obtained
2. Date Bank of Botswana approval for issue of the Notes obtained
3. Series No.
4. Tranche No.
5. Aggregate Nominal Amount
6. Interest/Payment Basis
7. Automatic/Optional Conversion from one Interest/ Payment Basis to another
8. Form of Notes
9. Issue Date
10. Business Centre
11. Additional Business Centre
12. Minimum Denomination
13. Minimum Subscription
14. Issue Price
15. Interest Commencement Date
16. Maturity Date
17. Specified Currency
18. Applicable Business Day Convention
19. Final Redemption Amount
20. Interest Payment Dates
21. Last Date to Register

First National Bank of Botswana Limited Tier II qualifying capital

Unsecured and subordinated to depositors and general creditors of the Bank. Not Guaranteed by the Issuer, related entities, or other arrangement that legally or economically enhances the seniority of the claim of the Noteholders vis-à-vis depositors and general Bank creditors

16 August 2019

24 September 2019

FNBB010

1

BWP 196,802,000 Floating Rate N/A

Listed Notes

29 November 2019 Gaborone Johannesburg

In multiples of BWP 1,000 BWP 100,000

100%

29 November 2019

02 December 2029

BWP

Modified Following Business Day 100% of the Nominal Amount

02 March, 02 June, 02 September, 02 December of each year commencing on the Interest Commencement Date to the Maturity Date

10 Business Days prior to each Interest Payment Date

FNBB010

24. Books Closed Period(s)

FLOATING RATE NOTES

1. Floating Interest Payment Date(s)
2. Interest Period(s)

1. Definition of Business Day (if different from that set out in Condition 8.2)
2. Minimum Rate of Interest
3. Maximum Rate of Interest
4. Other terms relating to the method of calculating interest (e.g; day count fraction, rounding up provision)
5. Manner in which the Rate of Interest is to be determined
6. Margin
7. 1. Original Margin at Issue Date
   2. additional Margin required as a result of structural changes
   3. Final Margin to apply as from Reset Date
   4. Reset Date
8. If ISDA Determination;

1. Floating Rate
2. Floating Rate Option
3. Designated Maturity
4. Reset Date(s)

The Register will be closed as from 17h00 on the Last Date to Register up to and including the Interest Payment Date in respect of each Interest Period

02 March, 02 June, 02 September, 02 December

Each period from and including one Interest Payment Date to, but excluding the next Interest Payment Date provided that the first Interest Period shall commence on the Interest Commencement Date (29 November 2019) and end on the 02 March 2020, each Interest Payment Date as adjusted in accordance with the applicable Business Day Convention

N/A

N/A

N/A

Actual/365

Screen Rate Determination

200 basis points to be added to the Reference Rate (where the Reference Rate was previously the Bank Rate)

261 basis points to be added to the relevant Reference Rate (where the Reference Rate is now MoPR)

461 basis points to be added to the relevant Reference Rate

2 June 2022 N/A

FNBB010

1. 1. ISDA Definitions to apply
2. If Screen Determination;
3. 1. Reference Rate (including releveant period by reference to which the Rate of Interest is to be calculated)
   2. Interest Rate Determination Date(s)
   3. Relevant Screen Page and Reference Code
4. If Rate of Interest to be calculated otherwise than by ISDA Determination, insert basis for determining Rate Interest/Margin/Fallback provisons
5. Calculation Agent, responsible for calculating amount of principal and interest

PROVISIONS REGARDING

REDEMPTION/MATURITY

1. Prior consent of Central Bank, Bank of Botswana required for any redemption prior to Maturity Date
2. Issuer's Optional Redemption:
   If yes:
3. 1. Optional Redemption Date(s)
   2. Optional Redemption Amount(s) and method, if any, of calculation of such amount
   3. Minimum Period of Notice (if different from Condition 10.3)
   4. If redeemable in part:
      Minimum Redemption Amount(s) Higher Redemption Amount(s)
   5. Other terms applicable on Redemption

MoPR (Monetary Policy Rate)

Quarterly in arrears on 02 March, 02 June, 02 September, 02 December of each year, being the rate equal to the Rate of Interest payable in arrears on the Interest Payment Date in respect of each Interest Period up to the Maturity Date or Optional Redemption Date.

Bank of Botswana Reuters Page "PULE"

N/A

Calculating Agent (being the Issuer)

Yes

Yes

02 December 2024 or any other Interest Payment Date thereafter.

N/A

N/A

N/A

N/A

N/A

The Issuer is entitled to redeem all or some of the Notes at the Optional Redemption Amount on the Optional Redemption Date.

FNBB010

1. Redemption at the Option of the Noteholders: If yes:
2. 1. Optional Redemption Date(s)
   2. Optional Redemption Amount(s)
   3. Minimum Period of Notice (if different from Condition 10.4)
   4. If redeemable in part:
      Minimum Redemption Amount(s) Higher Redemption Amount(s)
   5. Other terms applicable on Redemption
   6. Attach pro forma put notice(s)
3. Early Redemption Amount(s) payable on redemption by Issuer for taxation reasons or on Event of Default (if required)
4. 1. Amount payable; or
   2. Method of calculation of amount payable
5. Early Redemption Amount(s) payable on redemption by Issuer for regulatory reasons
6. 1. Amount payable; or
   2. Method of calculation of amount payable

GENERAL

1. Nature of Offer
2. Offer to the public
3. Date offer open
4. Date offer closed
5. Settlement Date
6. Exchange
7. Calculation Agent
8. Paying Agent
9. Specified office of the Paying Agent

No

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

Yes

100% of Nominal Amount plus any accrued interest

N/A

N/A

N/A

N/A

Private Placement

No

26 November 2019 (9.00am)

26 November 2019 (11.00am)

29 November 2019 (T+3)

BSE

Issuer

Issuer

First Place

Plot 54362

Gaborone CBD