Ladies and gentlemen, it is my pleasure to welcome you to the 31st annual general meeting of the shareholders of MTN Group Limited. Thank you for taking the time to be here today. It is always a pleasure to have our shareholders join the AGM. Our AGM will be held entirely in electronic format as permitted by Section 63 (2) of the Companies Act of 2008. Following the success of our previous virtual AGMs, we worked carefully to ensure that this AGM is conducted in a similarly rigorous and orderly manner. We believe that the electronic participation continues to provide a meaningful opportunity for constructive engagement, allowing participants to interact with us from anywhere in the world, and making participation easy and effective. I'm pleased to introduce the members of the board and acting company secretary who are present here today. Seated on the left is Ralph, the Group President and CEO. Nosipho Molope, Chairman of the Audit Committee. Seated on the right is Lucy Mokoka, Acting Group Company Secretary. Tsholofelo Molefe, Chief Financial Officer. Lastly, Nicky Newton-King, the incoming Chairperson of Social, Ethics and Sustainability Committee. On the front row, from left is Mr. Nkululeko Sowazi, Ms. Sindi Mabaso-Koyana, Ms. Noluthando Gosa, Mr. Tim Pennington, and Mr. Herman Bosman, Ms. Ouma Rasethaba, Mr. Stéphane Richard. Continuing on the second from my right, Mr. Sandile Gwala, Mr. Vincent Rague, and Mr. Stan Miller. The directors joining us online are Saf Yeboah-Amankwah, and Dr. Khotso Mokhele, and Mr. Lamido Sanusi, and Mr. Ignatius Sehoole. I also extend warm welcome to our group executives, transfer secretaries, external legal advisors, and our sponsors and external auditors who have joined us today. Shareholders may refer to pages zero nine and 10 of the notice of the AGM, which contains the photographs and brief biographies of directors standing for election or reelection. Today provides shareholders with opportunities to engage with the board on overall management and performance of the company. Shareholders' questions and comments pertaining to the proceedings of the meeting today will be addressed during the question and answer session later in the meeting. We will now play a short video explaining how the voting platform works. The tutorial was sent together with the meeting link to shareholders registered to attend, as well as to proxy holders. Today's event is about to begin. Please listen to these instructions on how to use the platform. The home screen displays important meeting information. From the sidebar, you can see account information, language selection, and a log-out button. Authorised participants can ask both text and verbal questions during the call. To ask a text question, select the messaging tab, choose your category if required, and type your question in the box towards the top of the screen. Simply press the arrow symbol to send. To ask a verbal question, click the Request to speak button on the right-hand side of the screen underneath the main broadcast. Your name and shareholding will show in the panel. When ready, click the green Call button to join the question queue. If prompted, allow the browser to access your microphone. When you enter the queue you will be greeted by a moderator who will check the functionality of your microphone and about your topic of discussion. When called upon, the moderator will send you through to the broadcast to ask your question. Once finished, you will be disconnected. You can then press Return to broadcast to continue watching the meeting. To vote at the meeting, simply select from the list of options. You can change your mind anytime the poll is open. An instant vote confirmation is received to confirm your selection. Meeting documents can be opened from the Documents tab and displayed on the platform. Participants can scroll through the document or download it to their device. Finally, the broadcast window can be maximized to enhance viewing or minimized to return to the feature window. Thank you for listening, and we hope you enjoy your meeting. Now that the video has been played, voting is open, and shareholders may cast their votes and amend them during the meeting. Following the conclusion of the question and answer session, voting will be closed, and the results of the votes will be shared thereafter. If you are registered to vote but have not yet received your voting link via email or SMS, please inform the moderator via the question and answer mechanism. We shall now proceed with the ordinary business of the meeting. I confirm that five members are present at this meeting, either personally or representing 1,063 ordinary shares, being 0.0006% of the company's issued ordinary shares. I further confirm that I hold proxies and letters of representation in respect of 1,482,380,692 ordinary shares, being 80.84% of the company's issued shares. As the necessary quorum is present, I declare the meeting duly constituted. The notice convening this meeting, as set out in the notice of the AGM booklet, was sent to all registered shareholders as at the record date of 28th April 2026, and I will take the notice as read. Before we proceed with the ordinary business of the meeting, I confirm that the company has ensured that all applicable provisions of the Companies Act, the JSE Listings Requirements, the Memorandum of Incorporation, and the company's relevant policies in relation to this meeting and the resolution to be considered have been complied with. In this regard, I should note that on Friday 22nd May, the Companies Act amendment relating to the remuneration policy and the remuneration reports of the South African public companies were brought into force. MTN notice of the meeting convening the AGM was issued on the 28th of April, together with the company's remuneration report. As required by JSE Listings Requirements, the AGM notice includes non-binding advisory resolutions in respect of the company's remuneration policy and report being ordinary resolution seven and eight. The AGM must be conducted in accordance with the law and the provisions of the listing requirements at the time that the AGM notice was issued, and thus the resolution tabled at the meeting are those set out in the AGM notice. You will have received the shareholders' users guide on page 13, the notice that explains how the voting platform works. Shareholders will have logged into the platform using their prearranged usernames and passwords. This will enable you to submit your votes electronically during the meeting. For shareholders who have already submitted proxies, these proxies will be implemented, and no further action is required. At this point, I appoint a representative of the transfer secretaries, Computershare, represented by [Avela Yelo], to scrutinize the voting process. I request that representative of the company's external auditors and EY to certify the result. May I confirm that the representative is present in the meeting? Present, Chair. Thank you, Sfiso. We now proceed to the business of the meeting and voting. You will now see on your screen all the resolutions tabled at this AGM. We have 25 ordinary resolutions and four special resolutions to be considered at this AGM. Special resolution number two has been individually separated and split into 38 individual resolution. Shareholders can vote electronically during the meeting and amend their votes until the voting is closed following the conclusion of the question and answer questions. Voting will be conducted by way of a poll. Voting will remain open until it is closed at the end of the proceeding. Other resolution there. We will now continue the business of the meeting. I now call upon Group President and CEO, Ralph Mupita, to give us an update on the performance of the business. Thank you, Chair, and to all the stakeholders joining us today. We appreciate you joining us at this 31st AGM. I am going to give a business update as we communicated to investors at the end of Q1, starting with some of the key messages that we shared with them. We spoke to shareholders about five key areas of performance update. The first was that we'd seen sustained commercial performance of the business coming through from the strong Q3 and Q4 that we saw in 2025, where Nigeria and Ghana continued their momentum. We're also pleased to see progress coming through some of the other markets, Cameroon and Côte d'Ivoire in particular. This strong commercial momentum, supported by a relatively benign macro environment, resulted in very strong financial delivery service revenue growing at 21.1% on a constant currency basis, and we saw the EBITDA margin up 3 percentage points to 47.3%. Very strong performance commercial rolling into the financials. The balance sheet for the company strengthened during the period. Group leverage fell to 0.2 times, and we had ample liquidity headroom within the balance sheet, so just under ZAR 43 billion of cash and available near-term financial resources. At a strategy level, we continue to progress with the work that we have, particularly around the fintech structural separations. These are a key part of our strategy that we end up with the three platforms of connectivity, fintech, and digital infrastructure. We're pleased with the progress that we've made there. Shareholders would be aware of our offer to acquire all outstanding shares in IHS, and that process is ongoing, engaging with all the regulatory approvals. We are working towards, ultimately, the EGM of the shareholders to support that transaction, which we believe will happen in quarter three. Obviously, during the period, there's been geopolitical macroeconomic uncertainty, and as a business, we've focused on ensuring our resilience to weather some of those challenging macro impacts. Just turning into the commercial momentum. As I mentioned, we saw strong commercial momentum. What are some of the evidence and proof points of that? The subscriber base of the company has grown quite strongly, just over 5% to shy of 313 million subscribers across the markets. Strong data subscriber growth just shy of 9%, and then data traffic growing quite strongly at just over 20% across our markets. Our fintech business, again, continues to show pleasing growth, where we saw our monthly active users just over 67 million. In particular, fintech transaction value grew constant currency 32% to $163 billion. In reported currency, it's actually about 71% growth in the period and strong growth in a market like Ghana. Moving to the financial highlights, as I mentioned, service revenue, constant currency above our medium-term guidance at 21.1%. Data driving the growth, just slightly over 35%. Fintech revenue growth at 20%, slightly impacted by the internet shutdown that we saw in Uganda. As I mentioned, the EBITDA margins are very pleasing, 47.6% recorded at the end of the quarter. If I talk about the focus areas for 2026, we have five. The first is to maintain resilience in a challenging global macro. There are a couple of areas as a business we're looking at. The balance sheet, as I mentioned, remains healthy, but we need to ensure that it's able to withstand any shocks that come from the geopolitics that we're seeing. Supply chain resilience, particularly around chipsets, servers. Some of the price points have gone up given global demand for chipsets for the mega data centers that are being built in the Global North. We're obviously watching expenditure to ensure that margins remain healthy. We are going to focus on sustaining the commercial momentum that we saw. In light of that, one of the areas that is of focus for us as a company is seeing the MTN SA prepaid recovery. As we've communicated to our shareholders, we still anticipate a challenging Q2, and to start to see green shoots of that recovery in Q3. We will focus on executing on the fintech commercial and strategic priorities and completing the IHS transaction in the balance of the year. We want to reiterate the medium-term guidance, the new medium-term guidance framework which we released in March. The main changes that we've made really is around returns, where we've moved from ROE to return on capital employed, where we are seeking high 20s to low 30s over the medium term. The leverage metric, we have simplified that to group leverage, no longer holdco leverage, and we're seeking net debt to EBITDA of less than 1 times over the medium term. Finally, we do have a capital markets day over two days, the 10th and the 11th of June. We will be sharing with investors and stakeholders more broadly. Ambition 2030, we are very excited about the strategy. We look to unpack that strategy over those two days. We trust many of you will join us here at 14th Avenue Innovation Centre in Johannesburg. Chairman, let me hand over back to you. Thank you. Thank you, Ralph, for your presentation. We will now proceed to the presentation of the audited financial statements, directors' report, audit committee report, Social, Ethics and Sustainability Report. The consolidated audit annual financial statements of the company and its subsidiaries, as approved by the board of directors of the company, including the directors' report, the audit committee report, and the external auditors' report for the year ended 31st December 2025, have been distributed as required and are hereby presented to shareholders. Copies of the abridged annual financial statements have been distributed by registered post and electronic means to shareholders as required. The Social, Ethics, and Sustainability Committee report, which sets out the activities of the committee for the year ended 31st December 2025, is available on the company's website at www.mtn.com and forms part of the suit of reports. Are there any questions regarding the business presentation, the annual financial statements, or the reports presented? Ladies and gentlemen, we'll now respond to the questions if there are any questions. Questions? No questions, Chair. Okay. Now that there are no questions, I think we should proceed. Those who have submitted questions through other means we will respond to them in that process. Thank you for your participation. Before I close the question and answer session, if any shareholders require specifically that I address any question now, please indicate by raising your hand or signaling. I would like to remind shareholders who have not yet completed their voting to please cast your votes. Jonathan, are there any shareholders who still need to cast their votes? Chair, there is one shareholder who must still cast their vote. One shareholder. Ladies and gentlemen, we have reached the end of the voting proceedings and I now declare the voting closed. We will allow the scrutineer a short period to finalize the count before proceeding displaying the results of the resolution table at this meeting. Okay. Jonathan, are all the results in? Please confirm. They are. We are displaying them on screen right now as we speak. We therefore ask the Acting Company Secretary to read out for confirmation purposes the results displayed on the screen. Lucy? Thank you very much, Chair. Very good afternoon to all the stakeholders and the shareholders on the line. The results of the resolutions passed at this meeting are as follows. With regard to ordinary resolution 1.1 to ordinary resolution number 2.6, these have passed with the requisite majority vote. Next page, Jonathan. Ordinary resolution number 3.1 to special resolution number 2.6 have passed with the requisite majority vote, as is reflected on our screens. Next slide, Jonathan. Special resolution number 2.7 to special resolution number 2.22 have passed with the requisite majority in favor of the resolutions. Next slide, Jonathan. Special resolution number 2.23 to special resolution number 2.38 have also passed with the requisite majority vote in favor of these resolutions. Special resolution number three and special resolution number four have also passed, Chair, with the requisite majority in favor of these resolutions. Thank you, Chair. Ladies and gentlemen, as all the business on the agenda has been dealt with, I now formally close the proceedings of the 31st annual general meeting of MTN Group Limited. As this concludes the business of the meeting, I would like to take the opportunity to thank you once more again for your attendance, and urge you to continue to attend our meetings. Thank you very much.
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