NOTICE OF THE 2024 ANNUAL GENERAL MEETING OF SHAREHOLDERS

AGENDA

1.CONSTITUTION OF THE MEETING

To read the notice convening the meeting and determine if a quorum is present.

2.ORDINARY BUSINESS

2.1 Reports and Financial Statements for the Year ending 31 December 2023.

To receive, consider and, if thought fit, adopt the Audited Consolidated Financial Statements for the year ending 31 December 2023, together with the Directors’ Report and the Independent Auditor Report. 

Pursuant to the Law N° 007/2021 of 05/02/2021 Governing Companies, Article 88, the Directors must disclose to the Shareholders at the Annual General Meeting (AGM), the Financial Statements, alongside a Directors’ Report and the Independent Auditor’s report of the Financial Statements for the year ending December 31, 2023. 

The Shareholders are required to receive and consider the audited and signed financial statements, together with the Director’s Report and Independent Auditor’s report, for the year ending December 31, 2023. 

The electronic version of the Audited Financial Statements is available online for viewing and download from our website at www.mtn.co.rw/investors. 

2.2Integrated Annual Report 2023

Pursuant to the Law N° 007/2021 of 05/02/2021 Governing Companies, Articles 164 and 165, the Directors must disclose to the Shareholders at the Annual General Meeting (AGM), the total compensation received by Directors and the other Directorships held by the Directors, working experience and occupations, respectively. These disclosures are included in the MTN Rwandacell PLC Annual Integrated Report 2023. 

The Shareholders are required to receive and consider the Integrated Annual Report 2023. 

The electronic version of the Integrated Annual Report is available online for viewing and download from our website at www.mtn.co.rw/investors. 

2.3 Dividend

To declare a final dividend for the year ended 31 December 2023 of Rwf 4.24 per share totaling Rwf 5,724,860,000 (Five Billion Seven Hundred Twenty-Four Million Eight Hundred Sixty Thousand Rwandese Francs) only. 

The Dividend will be paid out on 3 July 2024, subject to Shareholder approval, to those shareholders recorded in the Share Register as of 7 June 2024.

 2.4Election of Directors

To submit the following Directors for re-election: 

i) Faustin K Mbundu 

ii) Julien Kavaruganda

iii) Karabo Nondumo

iv) Michael Fleischer

v) Yolanda Cuba

vi) Peace Uwase- for ratification (appointed through Shareholder resolution on 1 January 2024)

vii) Wanda Matandela - for ratification (appointed through Shareholder resolution on 1 January 2024)

viii) Mark Nkurunziza

2.5 Appointment of Auditors

To consider and approve the re-appointment of Ernst and Young Rwanda Limited as the External Auditors of the Company until the conclusion of the next Annual General Meeting (AGM) in accordance with Article 132 of the Law N° 007/2021 of 05/02/2021 Governing Companies, and to authorize the Board of Directors to fix their remuneration for the ensuing financial year. 

DATED THIS 29 May 2024 

By order of the Board MTN 

Rwandacell Plc

Sharon Mazimhaka 

Company Secretary