This Document is not and, does not purport to be a Prospectus or an offer to sell, or the solicitation of an offer to buy shares in Zimbabwe or in any country other than Zimbabwe. The distribution of this Document outside Zimbabwe may constitute a violation of the laws of other countries. This Document contains an offer to the existing shareholders of Econet Wireless Zimbabwe Limited to purchase additional shares in Econet Wireless Zimbabwe Limited that shall in all respects rank pari passu with, and be uniform to shares already in issue. The terms and conditions of the proposed Rights Offer and the Debentures are set out herein. No person has been authorised to give any information, or make any representations in connection with the Rights Offer, or the Company other than as contained in this Document and, if given or made, such information or representation must not be relied upon as having been authorised by the Company, its Directors, or its advisors. The Advisors are acting as advisors to the Company only, in connection with the Rights Offer, and will not be responsible to any other person for providing the protection offered to their clients. If you are in any doubt as to the action you should take, you should immediately seek advice from your stockbroker, bank manager, legal practitioner, accountant or other professional advisor. If you no longer hold any shares in Econet Wireless Zimbabwe Limited, you should send this Document and the accompanying proxy form as soon as possible to the stockbroker or other agent through whom the sale or disposal of your shares was effected for onward transmission to the purchaser or transferee. (Incorporated in Zimbabwe on 4 August 1998 under Company registration number 7548/98) ZSE alpha code: ECO ISIN: ZW 000 901 212 2 CIRCULAR TO SHAREHOLDERS OF ECONET WIRELESS ZIMBABWE LIMITED regarding approvals for: 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 NOTICE OF AN EXTRAORDINARY GENERAL MEETING 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. Lead-Financial Advisors Co-Financial Advisors Sponsoring Broker Transfer Secretaries Reporting Accountants Receiving Bank and Auditors Independent Financial Legal Advisors Exchange Control Debenture Underwriter Advisors Advisor Trustees Econet Global Limited DATE OF ISSUE: TUESDAY 17 JANUARY 2017 ECONET WIRELESS ZIMBABWE LIMITED - CIRCULAR TO SHAREHOLDERS OF THE COMPANY CORPORATE INFORMATION Directors Dr James Myers (Non – Executive Chairman) Mr Strive Masiyiwa (Executive Director) Mr Craig Fitzgerald (Non- Executive Director) Mrs Tracy Mpofu (Non – Executive Director) Ms Beatrice Mtetwa (Non – Executive Director) Mrs Sherree Shereni (Independent Non – Executive Director) Mr Godfrey Gomwe (Independent Non – Executive Director) Mr Martin Edge (Independent Non – Executive Director) Mr Douglas Mboweni (Executive Director – Chief Executive Officer) Mr Roy Chimanikire (Executive Director – Finance Director) Mr Krison Chirairo (Executive Director) The Group Company Secretary and Registered Office Charles. A Banda Econet Wireless Zimbabwe Limited 2 Old Mutare road Harare, Zimbabwe Lead- Financial Advisors TN Financial Services (Pvt) Limited 10 Brighton Road Avondale Harare, Zimbabwe Co- Financial Advisors MBCA Bank Limited 14th Floor, Old Mutual Centre Cnr 3rd Street/Jason Moyo Avenue Harare, Zimbabwe Independent Financial Advisor Ernst & Young Associates (Private) Limited 1st Floor Angwa City, Kwame Nkrumah/Julius Nyerere Harare, Zimbabwe Sponsoring Brokers Bethel Equities (Private) Limited 23 Boundary Road Eastlea Harare, Zimbabwe Transfer Secretaries First Transfer Secretaries (Private) Limited 1 Armagh Avenue, Eastlea Harare, Zimbabwe Reporting Accountants and Auditors Deloitte & Touche West Block Borrowdale Office Park, Borrowdale Road Harare,Zimbabwe Legal Advisors Mhishi Legal Practice 9th Floor Old Mutual Centre Cnr Jason Moyo Avenue/3rd Street Harare, Zimbabwe Exchange Control Advisor Steward Bank Limited 2nd Floor, 101 Union Avenue Building, Kwame Nkrumah Avenue, Harare, Zimbabwe Receiving Bankers African Export-Import Bank 72 (B) El-Maahad El-Eshteraky Street – Heliopolis, Cairo 11341, Egypt. Underwriter Econet Global Limited Anslow Office Park 8 Anslow Lane, Bryanston Econet Global Limited South Africa Debenture Trustees CBZ Bank Headquarters 3rd Floor, Union House, 60 Kwame Nkrumah, Harare, Zimbabwe HELP LINE If you have any questions relating to this Circular or the completion of the Form of Proxy, please telephone the Group Company Secretary, Mr. C.A. Banda on Tel: +263 772555144 or Transfer Secretaries, First Transfer Secretaries on 04-782869/72. i ECONET WIRELESS ZIMBABWE LIMITED - CIRCULAR TO SHAREHOLDERS OF THE COMPANY TABLE OF CONTENTS CORPORATE INFORMATION i TABLE OF CONTENTS 1 DEFINITIONS 2 ACTION REQUIRED BY SHAREHOLDERS 4 IMPORTANT DATES AND TIMES 5 PART I: SALIENT FEATURES OF THE RIGHTS OFFER 6 PART II: CHAIRMAN’S LETTER 8 2.1 Introduction 8 2.2 Purpose of this Circular 8 2.3 The Proposed Capital Raise 8 2.4 Mechanics of the Capital Raise 10 2.5 Application of Proceeds of the Capital Raise 11 2.6 Expenses of the Capital Raise 11 2.7 Conditions Precedent 11 2.8 Underwriting 11 2.9 Related Party Statement 11 2.10 Listing on the ZSE 12 2.11 Effects of the Rights Offer 12 2.12 Rights Attaching to Shares And Debentures 12 2.13 Options and Preferential Rights in Respect of the Rights Offer Shares 13 2.14 Repayment, Redemption and Purchase of Debentures 13 2.15 Consequences of Not Raising Additional Capital 13 2.16 Prospects 13 2.17 Documents Available For Inspection 13 2.18 Experts and Other Consents 14 2.19 Opinions and Voting Recommendations 14 PART III: TERMS AND CONDITIONS OF THE RIGHTS OFFER 15 3.1 Terms of the Rights Offer 15 3.2 Date of Opening and Closing of Rights Offer 15 3.3 Courses of Action 15 3.4 Acceptance - Subcribe for all Rights Offer Shares 15 3.5 Splitting 15 3.6 Renunciation – Elect not to follow rights 15 3.7 Payment 15 3.8 Exchange Control 15 3.9 Dividends 15 3.10 Fractional Rights 16 3.11 Listing and Registration of Rights Offer Shares 16 3.12 Rights Offer Share Certificates 16 PART IV: TERMS AND CONDITIONS OF THE DEBENTURES 17 PART V: SUMMARY INFORMATION ON ECONET WIRELESS ZIMBABWE LIMITED 18 5.1 History 18 5.2 Business Structure 18 5.3 Historical Financial Information of Econet 19 5.4 Performance Review 19 5.5 Shareholders 20 5.6 Corporate Governance 20 5.7 Directorate 21 5.8 Statement of Indebtedness 23 5.9 Litigation 23 5.10 Significant Contracts 23 5.11 Material Changes 24 5.12 Directors’ Interests in Shares 24 5.13 Directors’ Interests in the Rights Offer 24 5.14 Directors’ Interests – Other 24 PART VI: INDEPENDENT FINANCIAL ADVISORS’ REPORT 25 PART VII: ACCOUNTANTS’ REPORT ON THE HISTORICAL FINANCIAL INFORMATION 29 PART VIII: HISTORICAL FINANCIAL INFORMATION OF ECONET WIRELESS ZIMBABWE LIMITED 34 PART IX: REPORTING ACCOUNTANTS’ REPORT ON THE UNAUDITED PRO-FORMA FINANCIAL INFORMATION 40 PART X: ECONET WIRELESS ZIMBABWE LIMITED PRO-FORMA STATEMENT OF FINANCIAL POSITION 41 PART XI: TABLE OF ENTITLEMENT FOR ECONET WIRELESS ZIMBABWE LIMITED SHAREHOLDERS 42 PART XII: SHARE PRICE INFORMATION 43 PART XIII: DETAILS OF THE UNDERWRITER 44 PART XIV: ECONET WIRELESS ZIMBABWE’S ACCOUNTING POLICIES 45 PART XV: DIRECTORS’ RESPONSIBILITY STATEMENT 75 ANNEXURE A: NOTICE OF EXTRAORDINARY GENERAL MEETING 76 ANNEXURE B: PROXY FORM – EGM 77 ANNEXURE C: LETTER OF ALLOCATION 79 ECONET WIRELESS ZIMBABWE LIMITED - CIRCULAR TO SHAREHOLDERS OF THE COMPANY 1 DEFINITIONS In this circular, unless otherwise indicated, the words or phrases shown below bear the meanings ascribed to them.