Econet Wireless Zimbabwe : ECO.zw | Circular to shareholders and notice of Extraordinary General Meeting

The proposed Capital Raise of US$130 Million (the Capital raise) by Econet Wireless Zimbabwe Limited through an offer to members of the Company, pro rata to their respective existing shareholdings, of 1,082,088,944 Ordinary Shares plus 263,050,614 Class A Shares at a subscription price of 5.00 US Cents per share, on the basis of circa 82 ordinary shares for every 100 shares already held. Each Rights Offer share shall be linked to a redeemable accrual Debenture with a subscription price of 4.665 US Cents at a coupon rate of 5% per annum. The amount due on both the shares and the Linked Debentures shall be payable in full on acceptance of the offer.

This Circular Incorporates

THE NOTICE CONVENING AN EXTRAORDINARY GENERAL MEETING ('EGM') TO APPROVE THE CAPITAL RAISE

The Notice of an Extraordinary General Meeting of the shareholders of Econet Wireless Zimbabwe Limited to be held at 10:00 am on Friday 3 February 2017 at Econet Park, 2 Old Mutare Road, Msasa, Harare is set out at the end of this document. Shareholders are asked to complete and return the enclosed proxy form in accordance with the instructions printed thereon as soon as possible, but in any event so as to be received by no later than 10:00 am on Wednesday 1 February 2017.

Shareholders will find as part of this Circular a Form of Proxy for use at the Extraordinary General Meeting of the Econet Wireless Zimbabwe Limited's shareholders. To be valid, a Form of Proxy and any authority under which it is executed, or a copy of the authority certificate notarially executed or in some other way approved by Econet Wireless Zimbabwe Limited Directors, must be completed and returned in accordance with the instructions printed thereon by post or (during normal business hours only) by hand to the Group Company Secretary of Econet Wireless Zimbabwe Limited or the Transfer Secretaries, but in any event so as to arrive not less than forty-eight (48) hours before the time for the Extraordinary General Meeting or adjourned meeting at which the person named in the instrument proposes to vote. When you do not wish to attend in person, please complete and return the Form of Proxy which is part of this document. The completion and return of the Form of Proxy will not prevent you from attending and voting at the meeting or any adjournment thereof, in person if you wish to do so.