#1MTN MTN Rwanda Investor presentation April 2021 Leading Digital solutions for Africa's progress#2Welcome & Introduction Teta Mpyisi | Facilitator MTN#3Today's speakers Mitwa Ng'ambi Mark Nkurunziza Yolanda Cuba Carine Umutoni MTN Rwandacell CEO MTN Rwandacell CFO MTN Group VP, SEA Region BK Capital CEO Joined MTN Rwanda in 2019 • Formerly CEO of Airtel-Tigo Ghana • Was also CEO of Tigo Senegal . She is a seasoned leader with a career spanning more than 10 years in the telecom sector. She also has extensive experience in commercial, technology and developing growth strategies. Joined MTN Rwanda in 2019 Formerly CFO of Rwanda Development Board • Has over 20 years of experience in financial and risk management He also had a stint in the aviation industry when he served at the National Airline, RwandAir as Finance Manager. Joined MTN Group in 2020 • As Vice President of Southern & East Africa (SEA), she oversees Uganda, Zambia, Rwanda, South Sudan & Eswatini Formerly Vodacom Group Chief Strategy Officer and also CEO of Vodafone Ghana •Wealth of experience in telecoms, financial services and FMCG. ⚫ Joined BK Group PLC in 2012 • She is a seasoned Banker, and is the CEO of BK Capital, which is the Lead Transaction Advisor for the MTN Listing on the RSE . She has 17 years experience in Treasury & Global Banking, Trade Finance, Investment Banking and Asset Management. 3 MTN#4Agenda 000000000 MTN Group at a glance MTN Rwanda at a glance An overview of Rwanda Corporate Governance & Regulatory Context Evolution of MTN Rwanda Strategy & Growth Opportunities Conclusion Listing Details Q&A MTN#5MTN MTN Group at a glance Yolanda Cuba | MTN Group Vice President, Southern & East Africa (SEA) Region Leading digital solutions for Africa's progress#6The journey of progress over the last 4 years A foundation of commercial and operational excellence Growing subscribers ing 280m 251m 233m 217m 114m Total 95m 79m 46m Data users 69m 35m #Largest market share in 27m MoMo users 22m 13 countries 2017 2018 2019 2020 Financial performance Holdco leverage progression 0 0 Expanding data coverage 504m 481m 436m 375m 2017 2018 2019 2020 ROE progression R57,5bn 11,9% 17,0% 10,7% R55,3bn 9,8% R51,7bn 42,7% 51,6% 12,7% 13,0% Service revenue* 7,2% 11,5% 50,0% USD/EUR 54,4% R43,3bn 35,3% 35,2% 48,0% EBITDA margins 33,5% ZAR 45,6% 48,4% 50,0% 52,0% 2017 2018 2019 2020 2017 2018 2019 2020 *Constant currency, "constant currency on IAS 17 basis for 2017-2019 Leverage 2,7x 2,3x 2,2x 2,2x 2017 2018 2019 2020 6 MTN#7MTN Group | Ambition 2025 Belief statement Strategic intent "Everybody deserves the benefits of a modern connected life" Ambition 2025: "Leading digital solutions for Africa's progress" 20 25 strategic priorities Build the largest & most valuable platforms Drive industry-leading connectivity operations Create shared value Vital enablers Leading customer experience Best talent, culture & future skills Value based capital allocation ESG at the core Values Leadership Integrity 7 Accelerate portfolio transformation Technology platforms second to none Relationships Innovation Can-Do MTN#8Environment, Social and Governance Good progress in ESG, but more to achieve | Commitment to net zero emissions by 2040 | Driving digital & financial inclusion Eco- responsibility 7 AFFORDABLE AND CLEAN ENERGY 12 RESPONSIBLE CONSUMPTION AND PRODUCTION 13 CLIMATE ACTION Sustainable 0 Societies Governance LO 5 GENDER EQUALITY 8 DECENT WORK AND ECONOMIC GROWTH 16 PEACE, JUSTICE AND STRONG INSTITUTIONS CO₂ 47% average reduction in absolute emissions (tCO2e) for scope 1, 2 and 3 by 2030 and net-zero by 2040 32,9% average reduction in data tariff, bringing down the cost to communicate 77,6% average reduction in energy consumption per subscriber by 2030 1 330 sites powered by renewable energy US$152 billion value of MoMo transactions, advancing financial inclusion 33% female representation at Board and 29% at senior management level^ *Based on annual Reputation Index Survey 8 Stakeholders 79%* increase in reputation and trust with stakeholders || $ โกก Economic value-added 8 DECENT WORK AND ECONOMIC GROWTH 10 REDUCED INEQUALITIES 17 PARTNERSHIPS FOR THE GOALS % >R50 billion expenditure on networks in support of fixed investment in our markets Ranked 7th of telecommunications companies on 2020 Ranking Digital Rights Index - greatest overall improvement >R30 billion tax contribution to host nations fiscus (10 284 ethics e-learning modules completed by staff ~5 million strong distribution agent network, promoting enterprise and employment MTN#9MTN MTN Rwanda at a glance Mitwa Kaemba Ng'ambi Chief Executive Officer Leading Digital solutions for Africa's progress#10MTN Rwanda | Leading mobile operator in Rwanda Growing subscribers 6.1m 5.2m 4.5m Total isi #Largest Customer Market share in Data users 0.9m 1.3m 1.6m Rwanda MoMo users 2.1m 2.7m 3.2m MTNR defines Data & MoMo users as those active in 30 days 2018 2019 2020 Capex intensity Technology investment Network Sites Financial performance 152 125 62% Total revenue (Frw bn) 103 EBITDA margins 29.2% 40.6% 49.0% 2018 2019 2020 Digital subscribers 22% 15% 22% 27 Population coverage 94% 95% 89% 23 23 @yoba Enjoy free 917 849 chats all day 239K ayoba Users 763 everyday 2018 2019 2020 Total # of sites 2018 2019 2020 10 +1K Homes Connected(Fibre) MTN#11MTN An overview of Rwanda Mitwa Kaemba Ng'ambi Chief Executive Officer Leading Digital solutions for Africa's progress#12Rwanda | Economic overview Rwanda has demonstrated strong economic growth... Real GDP Growth % 15 10 10 5 0 8.9 6.0 4.0 9.4 8.6 ...supported by stable macro-economics variables 10 9.4 Average inflation Average USD/FRw depreciation 8 60 6.9 5.5 5.5 4.5 4.8 3.6 5.5 5.7 5.6 5.7 4 2.5 -3.4 -5 2015 2016 2017 2018 2019 2020 2021 2 6.2 6.9 7.7 8.3 9.1 9.9 10.6 Nominal GDP FRw'T 2.4 1.4 1.0 0 2015 2016 2017 2018 2019 2020 2021 11.3 11.5 11.8 12.1 12.3 12.7 13.0 Population (Millions) Commentary Historical real GDP growth in Rwanda was primarily driven by private consumption and fixed investment. Rwanda's Real GDP in 2020 experienced a recession due to the Covid-19 pandemic, declining by -3.4%. Going forward, economic growth is projected to start recovering from early 2021, led by the industrial sector and a rebound in private investment and consumption. The National Bank of Rwanda (BNR) has successfully maintained average inflation and exchange rate depreciation within single digits. Source: BNR and IMF WEO 12 22 MTN#13Rwanda | Impact of COVID-19 GDP growth 2019-2022 (Projected) 9.4% 9.4% 8.0% 8.0% 8.0% 6.8% 379 5.7% 2019 Act. 2020 Act. 2021 Proj. 2022 Proj. -3.4% ■GDP growth GDP growth without covid 19 Commentary 2019 # of Mobile Money Transactions 2019-2020 701 2020 Value of Mobile Money Transactions (Frw billion) 2 349 2019 2019-2020 7 177 2020 In 2020, Rwanda recorded a negative GDP growth for the first time in the last two decades due to the effects of the covid-19 pandemic on Rwanda's economic activity. These effects included the implementation of lockdown restrictions critical to slowing the spread of the virus, which curtailed economic activity. The Government of Rwanda initiated a swift and robust response to the pandemic, with the adoption of the Economic Recovery Plan (ERP) estimated to grow to FRw 350Billion over the two fiscal years 2019/20 and 2020/21. The recovery plan aims to scale up social safety net programs for the most vulnerable, build key infrastructure and support strategic enterprises, including small- and medium-size enterprises. The Government's swift and efficient response to the pandemic has largely mitigated the potentially significant negative impact on essential health and nutrition services with mass testing of the population and distribution of vaccines across most vulnerable groups and society in general. Current vaccinations stand at 389K. The Mobile financial services sector benefited from various policies as cash based transactions as a percentage of overall transactions significantly reduced in 2020 as a consequence of various policies taken to encourage digital payments and slow down progression of the covid-19 pandemic. Source: BNR, NISR, World Bank 13 MTN#14Rwanda | National Strategy & Vision 2050 Modern agriculture/ food sector Future growth drivers Trade and regional integration Drivers of growth Highly developed human capital Competitive domestic enterprises Commentary National Strategy for Transformation (NST1) seeks to implement an economic, social and transformational governance progress by 2024. The NST1 Government priority projects that are likely to positively impact the Telecommunication Sector, and are In line with the Economic Transformation pillar, include: A drive for digital penetration and literacy; Promotion of the 'Made in Rwanda' brand working with the private sector; Development of Business process outsourcing (BPO); Leveraging Kigali Innovation City as a mechanism to spur ICT services. Capable and accountable institutions Well managed urbanization Vision 2050 objectives cutting across the telecoms sector Rwanda's long-term development goals are defined in "Vision 2050," a strategy that seeks to transform the country from a low-income, agriculture-based economy to a knowledge-based, service-oriented economy with high-income country status by 2050. Indicator Percentage of public services rendered fully online Years Government Programme: National Strategy for Transformation (NST1) 2017-2024 Vision 2050 Targets Baseline 2018 - 14 14 40% Target 2035 100% Target 2050 100% MTN#15Rwanda | Industry overview Rwanda has a high mobile phone penetration rate... Mobile phone subscription (millions) ...with internet penetration rapidly growing Internet subscriptions (millions) 9,7 9,6 10.6 7,9 10 8,9 8,8 8 7,4 6,2 8 6 5,3 6 4,1 4 4 2 2 0 0 2016 2017 2018 2019 2020 2016 2017 2018 2019 2020 79.2% 76.5% 82.1% 78.1% 83.8% 36.6% 45.5% 52.1% 60.4% 63.1% Penetration rate Commentary Penetration rate • • Mobile subscriber growth has been driven by favourable economic conditions, robust distribution, expanding population coverage, lower tariffs and product innovation. A high mobile penetration rate has enabled the use of mobile phones for digitization of other services, such as mobile banking services and government services. Internet penetration rapidly increasing mainly due to growing incomes, improved access, flexible pricing of Internet bundles and smartphones in the country. Source: RURA Quarterly Telecoms Statistics Report 15 MTN#16Rwanda | Market Landscape Market share by mobile subscribers(%) Rwanda is a two-player mobile operator market. MTN has grown its market share by 16pp in the last 5 years. 46% 42% 18% 19% 36% 39% 2016 2017 48% 52% 2018 Competitor 1 ■Competitor 2 MTN Rwandacell 55% 62% 45% 38% 2019 2020 Commentary MTN Rwanda is the leading mobile network operator in Rwanda with 6.1m MTN Rwanda subscribers and about 62% of mobile subscriber market share as of December 2020. MTN Rwanda had 5.1 million Internet subscriptions for data (internet) services, the highest number of subscribers held by a telecoms service provider in Rwanda. In 2018, two of MTN Rwanda's competitors consolidated to form a single entity with the leading market share. By 2019, MTN Rwanda was able to recover its position as market leader. Source: RURA Quarterly Telecoms Statistics Report 16 MTN#17MTN Corporate Governance & Regulatory Context Mitwa Kaemba Ng'ambi Chief Executive Officer Leading Digital solutions for Africa's progress#18Board Diverse knowledge & experience | Board of Directors (1) Evelyn Rutagwenda Non-Executive Chairperson Since 2017 Ricardo Varzielas Non-Executive Director Nosipho Molope Independent, Non-Executive Director Since 2018 Regis Rugemanshuro Non-Executive Director Since 2020 Since 2014 Mitwa Ng'ambi Executive Director Since 2019 Audit, Risk Management and Compliance Committee Board Committees Yolanda Cuba Non-Executive Director Since 2020 Mark Nkurunziza Executive Director Since 2019 Remuneration, Human Resources and Social and Ethics Committee Source: Company information Notes: (1) Within 6 months of conclusion of the listing, the Board of MTN Rwandacell PLC will be reconstituted in order to comply with all Listing Rules and Regulations pertaining to corporate governance 18 Commentary • • The Board has broad experience across geographies and sectors, well-placed to provide guidance and oversight. MTN Group representation affirms commitment to MTN Rwanda and reflects the importance of MTN Rwanda to MTN Group. Highly respected local directors bring substantial experience. On an ongoing basis Directors undergo specific and relevant corporate governance training. MTN#19Stakeholders | Key government agencies & regulators Irura RWANDA UTILITIES REGULATORY AUTHORITY National Bank of Rwanda • Responsible for Monetary Policy to create price stability, issue legal tender currency in Rwanda, promote a sound financial system and act as Banker and provide economic and financial advice to the Rwanda Government. • Also regulates the mobile money industry. NATIONAL BANK OF BANKI NKURU YUNDA BNR Rwanda Utilities Regulatory Authority Inspiring development • Responsible for regulating telecommunications, information & communication technology, and broadcasting. Also oversees converging electronic technologies, including the internet and any other audio-visual information and communication technology. • Also regulates Transport and Utilities. Ministry of ICT & Innovation Republic of Rwanda Ministry of Information Technology and Communications • Addresses national priorities relating to economic growth and poverty reduction through development and coordination of national policies and programs related to information, technology, communication and innovation as well as citizens' empowerment. Rwanda Information Society Authority • Has the mission of digitizing the Rwandan society through an increased usage of ICT as a crosscutting enabler for the development of other sectors "Championing Rwanda's Digital Transformation". 19 ORİSA Rwanda Information Society Authority MTN#20MTN Rwanda | Licenses Licensed by both BNR and RURA, MTN Rwandacell PLC holds the following licenses Type Date of Issue Duration Expiry Date Option for Renewal Mobile Cellular Licence and Second Operator License 8 November 2008 • 13 Years 30 Jun 20213 15 Years 1. (2G, 3G)¹ Radio Frequency License² 17 March 2008 . 13 Years 30 Jun 20213 15 Years Payment Service Provider 29 January 2016 • Until revoked • N/A N/A MTN Rwandacell's operating license does not permit it to directly operate a 4G network. KT Rwanda Networks Ltd holds a 25 year license to operate as a wholesaler of this technology till 2039. 2. MTN is assigned spectrum in the 900mhz (15.8), 1800mhz (25), 2100mhz (20) and 3500mhz (88) bands. 3. MTN Rwanda currently undergoing License Renewal process. 20 20 MTN#21MTN Rwanda | Regulatory Matters MTN Rwanda has a strong professional working relationship with its' Regulators which is maintained through regular and transparent engagement. Key Matter Description Regulatory Annual Fees Prime Minister's Order on Community- Based Health Insurance Key Engagements (GSM) Key Engagements (Mobile Money) Anticipated Regulations/Laws MTN Rwanda pays to the Rwanda Utilities Regulatory Authority the following annual fees: ■ Regulatory Fees Universal Access Fund contribution Spectrum Fees Numbering Fees Under this Order, Telecommunication Companies are required to pay 2.5% of the Company's annual turnover into the community based health subsidy scheme. This will increase to 3% in 2023. MTN Rwanda is in constant engagement with the Rwanda Utilities Regulatory Authority on matters arising, including; Network Coverage and Quality of Service Cyber Security Strengthening MTN Rwanda is in constant engagement with the National Bank of Rwanda on matters arising, including; ■ Interoperability for e-money payments Mobile Money Fraud Management Current Regulations & Laws that are in draft form or in process of promulgation Π Regulation Governing Electronic Communication Licensing Framework Regulation Governing Use of Personal Data Law on Data Protection and Privacy Revised e-Money Regulations 21 MTN#22MTN Evolution of MTN Rwanda Mitwa Kaemba Ng'ambi | Chief Executive Officer Leading Digital solutions for Africa's progress#23MTN Rwanda | The journey from inception Key milestones in MTN Rwanda's journey Tristar Investments Invited MTN Group to partner in establishing its first Investment outside South Africa in the establishment of MTN Rwandacell 1998 MTN Rwandacell Registered its one millionth mobile phone subscriber. MTN Rwandacell launched Mobile Money and the MTN Foundation in February 2010 Crystal Ventures listed its shareholding in MTN Rwandacell (20%) to the investing public through an initial public offer (IPO) on the Rwanda Stock Exchange in the form of an SPV, Crystal Telecom PLC MTN Rwandacell launches a campaign "ConnectRwanda" aimed to connect 2.9 million households with Smart phones and Improving smart phone penetration in Rwanda MTN Rwandacell receives approval to List by Introduction on the Rwanda Stock Exchange following CTL's resolution to cease business and distribute its surplus assets in specie to its shareholders 2010 2008 23 23 2015 2019 2021 MTN#24Investment Case | A compelling growth story Strong position in an attractive market Exciting demographic opportunity 62% customer market share with 6.1m subscribers, 3.2m mobile money users and 1.6m data users. 0 Enterprise, home connectivity, wholesale and infrastructure sharing opportunities. * MTNR defines Data & MoMo subs as those active in 30 days ΑΡΙ Well-positioned for the long-term market place Platforms accelerating growth Fintech ayoba G A growing youthful population. Low data, fintech and digital adoption. Partner in socioeconomic development of Rwanda. Attractive return profile Wide network coverage with 907 2G sites, 917 3G sites & 1,487 Km of fibre. Robust Distribution Network with over 30,000 agents. Strong cash-flow and revenue generation track record. Healthy EBITDA margins. Strategic support and economies of scale 088 NaaS Enterprise Dividend policy pay-out ratio of 50% of through MTN Group. distributable net income in the medium term. Strong management team and brand. A 14 24 MTN#25Strong position in an attractive market | Consistent growth Subscribers ('m) Strong growth YoY 5.2 4.5 6.1 Active data users ('m) Accelerated shift to data MoMo users ('m) "Cashless"-strong momentum 3.2 1.6 2.7 1.3 2.1 0.9 2018 2019 2020 2018 2019 2020 2018 2019 2020 Voice ARPU (FRW) Relatively stable ARPU 2 010 2 061 2018 2019 1979 Data ARPU (FRW) Affordability driving uptake 1 534 1 436 1 438 Value Market Share Value leadership 65% 59% 56% 2020 2018 2019 2020 2018 2019 2020 This is calculated as MTN's revenue over the Total Telecommunication revenue as reported by RURA. 25 25 MTN#26Mobile Penetration Exciting Demographic Opportunity | Young Population & Penetration Upside Av. population growth rate (2016- 2020) 1,14% Rapid population growth 3,58% 2,94% 2,58% 2,32% world est. Uganda Rwanda Tanzania Kenya 42% 68% 60% 63% 59% % of population under 25 Relatively High Mobile Penetration rates 83,8% 85,4% 66,7% 129,1% Internet Penetration Africa Uganda Rwanda Tanzania Kenya No data 0 1 million 10 million 50 million 100 million 250 million >500 million 27.7M 10.6M 51.2M 61.4M Subscribers 26 MTN#27Exciting Demographic Opportunity | Socioeconomic development partner The MTN Foundation, through 1% of MTN Rwanda's profit, has over the last 10 years invested more than Frw1.5 billion in Community Projects 1 Government Priorities 3 Economic empowerment Children Nutrition: MTN supports the government initiative of preventing malnutrition in children age. under 5 years of Genocide Commemoration: Every year MTN joins Rwandans and friends of Rwanda to commemorate the 1994 Genocide Against the Tutsi and contribute to Socio economic empowerment of Genocide Survivors in collaboration with Avega. Emergency assistance: Support to victims of excessive floods in Communities living in high risks zone across the country with rehabilitation materials and equipment. Women empowerment: MTN supports women cooperatives with income-generating projects: in agriculture, Art, innovation and digital Initiatives. Youth empowerment: Donation of tools of work and equipment to youth across Rwanda. Entrepreneurship: Support Young entrepreneurs with start-up cash flow and Networking through the MTN Yolo Hackathon. 2 Education ICT School-Connect: MTN has built computer labs in all the 30 districts of Rwanda by the provision of laptop computers and internet connectivity to secondary schools. 4 Community and Health Health Insurance: Supports Vulnerable families across the country with Community Based Health Insurance (CBHI). Scholarship Program: MTN pays school fees to 100 disadvantaged students with the highest grades in National exams since 2012. Autism disease: MTN donated learning materials and equipment to AUTISME RWANDA to support the growing number of Autistic children. 21 Days of Y'ello Care: MTN involves its employees from 1st - 21st of June to volunteer in social initiatives including: Building schools, Installation of Water tanks, etc. Operation Smile: 589 Rwandese benefited from free cleft lip/palate surgery and 174 Health care professionals and 26 medical staff were medically trained powered by MTN. Source: Company information 27 MTN#28Exciting Demographic Opportunity | Socioeconomic development partner COVID-19 Response - Prioritising our people, customers & network Impacts Managing the crisis Social (our people & communities) Economic slowdown • Lockdowns •Health & wellbeing Y'ello Hope Work from home Safety measures Future focus Agile working Support to staff & communities $25m donated by MTN Group in support of AU's vaccination programme Commercial (including our customers) Affordability pressure ⚫ Lower transactions • Shift from voice to data ⚫ Digital channels ramped up ⚫ Zero-rated sites & discounts on MFS ⚫ Innovative offerings - University deals ⚫ Accelerated digitalisation • Stimulate usage ⚫ Home connectivity Network & supply chain Site rollout challenges • Data payload surges Supply chain disruption Focus on resilience & capacity O Capacity investments • Built 12-month buffer Resumption of rollout Supply chain management 28 MTN#29Well positioned for the long term | Wide network coverage Wide Network Coverage GSM coverage prediction: 95.1% <-100 dBm (no coverage) [-100, -95 dBm (-95,-85[dBm >=-85 dBm Technology Site count 2G 907 3G 917 Expanding Fibre Footprint 99 Leased MTN Owned Technology Size In country Fibre 1,487 Km International Capacity 15.3Mbps 29 Broad Spectrum Holding Total Spectrum Frequency Band in MHz 900MHz 1800MHz 2100MHz 3500MHz 15.8 25 20 20 888 88 MTN#30Well positioned for the long term | Leading commercial position 30,000 MoMo & Airtime Agents Largest Distribution Nationwide 60,000 MoMoPay Merchants Rwanda's only "GSMA Mobile Money Certified" Operator MTN Rwanda is 1 out of 14 operators worldwide with the GSMA MOBILE MONEY CERTIFICATION Organization PSF FSP NEWS WHINNICY SAFEGUARDING OF FUNDS AML/CFT/ FRAUD STAFF AND PARTNER MANAGEMENT QUALITY OF OPERATIONS PROVATE SECTOR FEDERATION Fully Digitized Distribution Channel 100% of airtime is electronic (with 50% via MoMo) Recognized as Innovation Leader in the Industry Year Award 2017 Best Exhibitor ICT/Annual PSF Expo. 2018 Best Digitization/Annual PSF Expo A a © IRDBI IRWANDA DEVELOPMENT BOARD 2019 SECURITY OF TRANSPARENCY SYSTEMS CUSTOMER SERVICE DATA PRIVACY 30 2019 Rwanda Business Excellence Awards (RDB): Innovator of the year category. MTN#31Well positioned for the long term | Strong management team Mitwa Ng'ambi Mark Nkurunziza Yaw Agyapong Chantal Kagame Cliff Muligande Sharon Mazimhaka VAVAV JSGL CULL 62541 Chief Executive Officer Joined in 2019 Formerly CEO of Airtel-Tigo Ghana • Was also CEO of Tigo Senegal • She is a seasoned leader with a career spanning more than 10 years in the telecom sector. She also has extensive experience in commercial, technology and developing growth strategies. Chief Finance Officer Joined in 2019 ⚫ Formerly CFO of Rwanda Development Board for 6 years Has over 20 years of experience in financial and risk management . He also had a stint in the aviation industry when he served at the National Airline, RwandAir as Finance Manager. Chief Consumer Officer Joined in 2021 • Formerly CMO of MTN Liberia • Was also CCO of Liquid Financial Services Ghana and CCO at Tigo Rwanda • Solid commercial experience spanning Strategy, Marketing, Digital, Pricing & Products. Chief Business Officer ⚫ Joined in 2018 ⚫ She is a senior Telecom Executive with over 19 years of experience in Multinational Telecommunications Previously held the Deputy CEO position at Tigo Rwanda. Chief Information Officer Joined in 2006 Cliff has over 15 years' experience in the Information Technology sector both in the private and public sectors. He holds a bachelor's degree in Information Technology and an on-going MBA in project management. GM, Legal & Regulatory ⚫ Joined in 2009 Appointed as GM Legal & Regulatory, and Company Secretary in 2015 • Between 2011 and 2014, she was the Legal and Regulatory Affairs Supervisor and from 2009 to 2011 she was a Legal Officer at MTN Rwandacell PLC. 31 MTN#32Well positioned for the long term | Strong management team Eugen Gakwerere Norman Munyampundu ΧΟΧΟΧΟΧΟΧΟΧΟ AVAVA Enock Luyenzi VAVAVA George Kagabo Oscar Oboma Chief Technology Officer Joined in 2018 • Eugene has 13 years experience in Network Design, Planning and Optimization, Operational Management and Implementation ⚫ Eugene holds a Bachelor of Science in Engineering Electronics and Telecommunication Engineering. Chief S&D Officer Joined in 1998 • Norman has served in different Senior positions at MTN Rwandacell PLC since its inception in 1998. • With Over 20 years' experience in the Telcom industry, Norman has a vast experience in Strategy, Corporate Business, Sales and Distribution Operations, Mobile Financial Services & Customer Care Operations. GM, Human Resources ⚫ Joined in 2017 • Enock is a Chartered Human Resources Analyst (CHRA). He holds an MBA in International Strategic Management from Mt. Kenya University. Enock has a passion for Strategic Management with solid Human Resources and Administration skills in the Banking, the Public Sector and the Telecommunication Industry. GM, Internal Audit Joined in 2008 • Formerly Director of Finance at Crysta Ventures Ltd • Seasoned finance and audit experience. Having held various roles at NPD and Rwanda Social Security Board as well. In this role, George oversees Internal and External Audit as well as Forensic Investigations. GM, Risk & Compliance Joined in 2015 • Oscar has held various senior managerial roles within MTN Rwandacell PLC Finance department as Senior Manager Financial Planning and Analysis, Senior Accountant Fixed Assets. • Formerly also Head of Strategy in the CEO's office. 32 MTN#33MTN Attractive Return Profile Mark Nkurunziza Chief Finance Officer Leading Digital solutions for Africa's progress#34Attractive Return Profile | Financial Snapshot Revenue (FRw bn) Source: Notes: 103 2018 CAGR +21.6% 125 2019 Expenses (FRw bn) CAGR +2.8% 152 72 22 74 76 6 60 60 60 64 Opex EBITDA & Capex 29.2% 40.6% 49.0% EBITDA margin 21.9% 21.7% 14.9% Capex Intensity CAGR +57.4% (FRw bn) 74 EBITDA (1) 51 24 30 8 23 13 14 12 Cost of sales 2020 2018 2019 2020 Company information. (1) Defined as Earnings Before Interest, Tax, Depreciation and Amortisation (2) Defined as EBITDA less Capex 34 52 52 FCF(2) 27 27 Capex 23 2018 2019 2020 MTN#35Attractive Return Profile | Revenue mix Revenue Split Evolution (1) 2015 Source: Note 6% 20% 20% 20% 14% 18% 2020 Voice ■ Voice ■Mobile Data Mobile Data ■ MFS 54% Other Revenue MFS Key Drivers Voice still a great proportion of MTN Rwanda's revenue. Continued expansion of population coverage spurs growth as more of the population gets connected. In 2020, mobile phone penetration in Rwanda was 83.8%. Revenue driven by both growth in Subscribers and voice traffic. Increase in the subscriber base and data usage with affordability as an important factor. Due to the Covid-19 pandemic, demand for home connectivity led to a surge in internet traffic supported by the high internet penetration in Rwanda (62.5% in 2020). The 2020 data revenues increased by 36%. Growth in subscriber base where MFS penetration stands at 60.5%. Substantial growth on MFS driven by traditional person-to-person, cash-out and advanced service transactions. Advanced services contribute 16% of total MFS revenue ending 2020. Enterprise & Wholesale Fibre connectivity to offices and homes contributes to the increase in the ICT Revenue stream. Demand for smartphones is high as data subscribers continue to grow. Interconnect MTN subscriber base and market share is on the increase which leads to improvement in interconnect revenues from both local and international incoming calls. Overall, interconnect incoming traffic grew by 25% year on year with relatively stable interconnect rates. Affordable rates continue to stimulate healthy SMS revenues. SMS ■ Voice In general, SMS revenue growth is mainly driven by Bulk SMS agreements with Corporates; notably Banks. 48% ■Mobile Data ■ MFS Digital ■Other Revenue Digital and VAS revenues steadily increasing as MTN continues to onboard Partners for revenue sharing arrangements. Rich Media Subscription also increased year on year by over 500%. Company information (1) Other revenue comprises of Enterprise & Wholesale, Interconnect, SMS, Digital and Roaming Roaming Roaming revenues driven by increase in visitors entering the country as tourism (including meetings and conferences) become prevalent. However, Roaming Revenues for 2020 dropped by 51% due to limited in-country visits as a result of the Covid-19 situation. 35 MTN#36Attractive Return Profile | Revenue growth profile (FRw bn) Source: Note Voice ■Mobile Data MFS Other Revenue 125 21 103 20 23 16 20 14 62 32 53 CAGR 2018-20 21.6% 522 152 5.8% 31 (Frw bn) Understanding Revenue Growth 2019 125 37.2% 1 Voice 11 14 22 27 37.5% Mobile Data 7 73 17.4% 2018 2019 2020 Revenue Mix (%) Voice 51% 49% 48% Mobile Data 14% 16% 18% MFS 16% Other Revenue 19% Company information 18% 20% 17% 14% (1) Other revenue comprises of Enterprise & Wholesale, Interconnect, SMS, Digital and Roaming 36 MFS Other Revenue 2020 152 |0 8 MTN#37Attractive Return Profile | Cost base summary 2020 Split 84% . 16% Cost of Sales Cost of sales ■ Operating Expenses ("Opex") Source: Company information Composition Key Drivers • Government and regulatory costs. Costs of handsets and other accessories. Interconnection and roaming fees. Regulatory fees comprise of 3% of turnover. Handset cost of sales relates to the increase in device sales/revenues. Interconnection cost of sales driven by outgoing international traffic. . Direct network operating costs. • Employee benefits expenses. Operating Expenses • Sales, distribution and marketing costs ("Opex") . Other operating expenses. 37 . . With Network site rollout across the country, the corresponding operating costs increases. Employee benefits reflect the prevailing market conditions. Increase in the MTN footprint across the country impacts on sales, distribution and marketing expenses. A contribution to the health sector is provided by MTN by taking 2.5% of turnover and remitting to the social security fund. MTN#38Attractive Return Profile | Cost of sales Cost of Sales split (FRw bn) 13 7 2 3 2018 Government and regulatory costs Source: Company information CAGR 2018-20 14 12 (3.5%) 6 4 (27.3%) 13.0% 3 4 4 2019 25.7% 5 2020 Cost of handsets and other accessories ■Interconnection and roaming fees 38 Understanding Cost of Sales Government and regulatory costs rising in line with revenue growth. This includes license fees which is 1% of turnover. There is also 2% of turnover which is channelled to the Universal access fund. Handsets and accessories directly linked to the sales of devices including smartphones for which demand is high. Interconnect costs have reduced by 40% year on year with MTN Rwanda on-net traffic rising due to growth in the MTN subscriber base. MTN#39Attractive Return Profile | Opex Opex Split (FRw bn) 60 22 22 12 64 60 CAGR 2018-20 4.1% 12 (24.8%) 11 17 19.1% . 17 17 23 19 15 11 2018 Source: Company information Employee benefits expense Other operating expenses 13 2019 ■Sales, distribution and marketing costs Direct network operating costs 12 2020 39 Understanding Opex Employee benefit expenses increased in line with the inflation. Efficiencies in marketing costs as we leverage on digital channels. 23.0% Other operating costs includes 2.5% of turnover that is contributed to the Rwanda Social Security Board (RSSB) as a Community Health subsidy (Mutuelle de Sante). Amounts payable to MTN Group including royalties for use of the MTN Brand and management services ranges between 4-5% of revenue. 8.0% • Direct network operating costs increased slightly as more network sites were rolled out across the Country. MTN#40Attractive Return Profile | EBITDA performance EBITDA (FRw bn) EBITDA Margin 29% 30 2018 41% 49% 74 CAGR: +57.4% 51 2019 EBITDA Margin Evolution 2020 EBITDA FY2020 grew year on year by 45% The main drivers of the strong year on year EBITDA growth from 2019 to 2020 were: • Overall year on year growth of Revenues by 21% with voice, data and Mobile Money revenue streams contributing 90% of the total revenues • Efficiencies in terms of costs as OPEX intensity decreased from 35% in 2019 to 26% in 2020. Source: Company information 40 40 EBITDA Drivers The EBITDA increase in FY2019 is partly attributed to the introduction of IFRS16 where lease costs were capitalized. The EBITDA margin for 2020 shows an increase of 8p.p mainly due to a 21% YoY Revenue increase and cost efficiencies. The eradication of physical vouchers also helped in reducing overall costs. OPEX also reduced with more adoption of digital channels for marketing activities. Travel costs were also affected by the general COVID-19 lockdown as staff embraced online platforms for meetings. MTN#41Attractive Return Profile | Capital Expenditure Capital Expenditure (FRw bn) CAGR 2018-20 Capital Expenditure 21.9% 21.7% 14.8% % of revenue 0.0% Capex Mix (%) Network IT Other Capex Source: Company information 27,2 22,5 22,5 27,2 22,5 22,5 2018 2019 2020 Network IT Other 72% 46% 20% 49% 8% 5% 41 Overview of Capex To continue driving mobile penetration and connectivity, MTNR's Investment program is averaging capital expenditure of close to FRw20.0 bn annually to push for: • better connectivity • quality operations and service delivery to our growing customer base improving and expanding its network • MTNR has invested about FRw 60.4bn over the last 3 years: • 2017: FRw10.7 bn • 2018: FRW22.5 bn 64% • 2019: FRw27.2 bn 30% 6% • 2020: FRW22.5 bn MTN#42Attractive Return Profile | Taxation (FRw bn) Effective Income Tax rate (%) 46.6% 6,8 FY 2018 Income Tax 45.6% 5.7 FY 2019 Reconciliation of Statutory Tax Rate (STR) and Effective Tax Rate (ETR) 38.0% 12.4 • FY 2020 Commentary • • • MTN has been ranked among the top 2 best taxpayers in Rwanda over the last 5 years. In addition to corporation tax, MTN also pays the following taxes: Excise tax which is 10% of Revenue • VAT 18% and Reverse VAT 18% Withholding tax at 15% The increase in the 2020 Corporation tax is commensurate with the increase in YoY profit before tax. The high effective tax rates for years 2018 and 2019 was partly due to tax penalties paid that were not allowable deductible expenses. Management fee allowable expense is capped at 2% of turnover. The rest is disallowed and added back for tax purposes. (FRw bn) Profit before Tax Statutory Tax Rate Standard Tax 2018 2019 2020 • 14.6 12.5 32.6 30% 30% 30% 4.4 3.7 9.8 Tax effects of: Income not subject to tax Depreciation 12.8 13.6 16.0 Penalties 2.0 3.2 0.0 Management fees dissallowed 2.0 3.0 4.0 Other expenses not deductible for tax purposes 5.6 1.3 2.6 Capital allowances -20.0 -19.1 -20.0 Total income tax expense 6.8 5.7 12.4 Effective tax rate 46.6% 45.6% 38.0% Source: Company information 42 MTN#43Source: Attractive Return Profile | Net Working Capital Change in Net Working Capital (FRw bn) FY 2018 FY 2019 FY 2020 (8,5) (11,9) (14,0) Commentary Increase in current assets in line with increased sales including Mobile Money. • Increase in intercompany payables as a result of delays in upstreaming due to pressures on foreign currency. (FRw bn) Decrease/(increase) in inventory 2018 2019 2020 (0.3) (0.2) (0.5) (Increase)/ decrease in trade and other receivables (7.8) 3.7 (9.4) Increase in IRU assets (0.5) 0.5 (3.2) Decrease in intercompany debtors (1.3) (0.4) (1.2) (Decrease) /increase in short term provisions (1.0) (1.7) (2.1) Decrease in trade and other payables (5.4) (8.8) (3.2) Increase in intercompany payables 4.5 (2.4) 5.1 (Decrease)/Increase in deferred income 0.0 Increase/(decrease) in unearned income (0.1) 0.9 Change in Net Working Capital (11.9) (8.5) (0.0) 0.0 0.4 (14.0) Company information 43 33 MTN#44Attractive Return Profile | Free cash-flow Source: Company information Strong EBITDA performance translated into healthy free cash flows for 2020 (FRw bn) EBITDA Capex FCF 2018 2019 2020 30.1 50.9 74.5 (22.5) (27.2) (22.5) 7.6 23.7 52.0 Change in Net Working Capital (11.9) (8.5) (14.0) Net Interest Paid (0.4) (4.7) (4.4) Income Tax Paid (3.7) (3.6) (6.3) Other Equity FCF 44 0.0 0.0 0.0 (8.5) 6.9 27.2 MTN#45Attractive Return Profile | Dividend Policy (FRw bn) Source: Company information 2,0 2018 25,8% Historical Dividends Declared 12,4 2019 Payout Ratio 182,1% 2018 2019 45 55 Dividends Outlook 6.9 2020 34.4% • MTNR will target a minimum dividend pay-out ratio of 50% of its distributable net income in the medium term. • Only exception is 2021 where a pay-out ratio of at least 30% will be targeted to take account of the renewal of MTNR's license. • • All dividend pay-out will be subject to board's recommendation and shareholder approval: • Pay-out will take into account MTNR's cash projections, business outlook, investment plans, capital market conditions, tax regulations and funding facility covenants. The company may by ordinary resolution of shareholders on recommendation by the Board of Directors declare dividends. 2020 MTN#46Attractive Return Profile | Capital Structure Overview and Financing Strategy Debt Evolution Net Debt(1) (FRw bn) • MTNR has historically maintained moderate leverage; remains in a comfortable position relative to covenants on current metrics: Total 40.04 34.96 29.02 Debt(1) Source: Notes: • • - Net Debt to EBITDA of 0.10x (1) Interest Coverage of 14.43x (2) The debt-equity ratio is at a comfortable level with room for future borrowing as needed. The weighted average cost of capital (WACC) is 16.2%. 5,68 2018 10,60 6,81 2019 2020 Leverage Evolution Net Debt/EBITDA (1) (x) Finance Costs Net Finance Cost (2) (FRw bn) Covenant < 2.5x 0,22x Interest Coverage(2) 0,21x 16.7x 9.0x 14.4x 5.57 5,16 2018 2019 0,10x 2020 1,79 2018 2019 Company information Based on current reporting standards. (1) Net Debt/ EBITDA based on Net Debt as at end of the financial year divided by EBITDA. Net Debt defined as Total Debt less Cash. (2) Interest Coverage defined as EBITDA divided by Net Finance Cost. 46 46 2020 MTN#47Attractive Return Profile | Capital Structure (As at 31 December 2020) Borrowings Non-current bank loans Tranche A Current bank loans Tranche B Capitalised transaction costs Total debt Cash Net debt Source: Company information Current Facilities Debt Maturity Schedule (FRw Millions, as at 31 December 2020) Currency FRw bn 40 000 35 000 FRw 29.45 30 000 FRw (0.43) 25 000 20 000 15 000 29.02 10 000 (22.21) 6.81 47 5 000 Maturity Profile - FRw' Millions 2019 2020 2021 2022 2023 2024 2025 MTN#48MTN Strategy & Growth Opportunities Mitwa Kaemba Ng'ambi Chief Executive Officer Leading Digital solutions for Africa's progress#49MTN Rwanda | Ambition 2025 Belief statement Strategic intent "Everybody deserves the benefits of a modern connected life" Ambition 2025: "Leading digital solutions for Rwanda's progress" 20 25 strategic priorities Build the largest & most valuable platforms Drive industry-leading connectivity operations Create shared value Vital enablers Leading customer experience Best talent, culture & future skills Value based capital allocation ESG at the core Values Leadership Integrity 49 Accelerate portfolio transformation Technology platforms second to none Relationships Innovation Can-Do MTN#50MTN Rwanda | Ambition 2025 Targets Priorities 2020 Actuals - Rwanda Build the largest & most valuable platforms 0.24m ayoba users 3.2 MoMo users ⚫ 62K MoMoPay merchants Drive Industry-leading connectivity operations Create shared value Accelerate portfolio transformation I - 2025 Rwanda I 2025 MTN Group I 4m ayoba users 6m MoMo users • NaaS platform & API marketplace I I 100m MoMo users 100m ayoba users #1 NaaS platform in Africa I 1.6m active data users +200m active data users 0 5m active data users I +10m home broadband users ° ° 1K home broadband users Neutral NPS 0 20K home broadband users I ° #1 NPS +$500m investment over medium-term R5bn of expense savings | #1 NPS ° Reputation Index ≥ 75% 0 Top quartile ESG ratings 9 Reputation Index ≥ 75% RSE Listing initiated Wholly owned FinCo Subsidiary initiated RSE Listed I I T I I I I I I FinCo subsidiary • FibreCo subsidiary I I 50 Top quartile ESG ratings ⚫ Broad-based ownership and inclusivity achieved Reputation Index ≥ 75% ARP proceeds >R25bn Holdco leverage between ≤ 1,5x ⚫ Structural separation of infrastructure assets and platforms MTN#51MTN Conclusion Mitwa Kaemba Ng'ambi Chief Executive Officer Leading Digital solutions for Africa's progress#52Medium-term guidance Continued commercial momentum, with an eye on efficiencies. ΚΡΙ Subscriber growth 9.9,0* Service Revenue Accelerate Fintech growth EBITDA Margin Target Maintain min. avg growth rate of ~5% Low- to mid-teen growth Double-digit growth in revenue Stable margins Dividend pay out Minimum 50% of Distributable Income *MTNR will target a minimum dividend pay-out ratio of 50% of its distributable net income with the exception of 2021 where a pay-out ratio of at least 30% will be targeted to take into account the renewal of MTNR's license. 52 52 MTN#532021 priorities as we continue to manage COVID-19 uncertainties Accelerate revenue growth and drive for efficiencies NO Position fintech for accelerated growth Coverage Expansion in Kigali and Upcountry Increase penetration in Home Segment NO Digital Transformation Solidify Customer Experience leadership MTN 53#54Conclusion Key take-aways Very strong operational and financial results solidified over the years 1 2 3 . 16% growth in mobile users and 20% growth in revenue in 2020 • EBITDA margin of 49% Solid market leadership position • 62% customer market share Strong brand, that serves the community Business resilience under COVID-19 pandemic pressures • Consistent investments in technology over the years, with US$ 23m invested in 2020 . Network quality & coverage remains key focus in 2021 and beyond 4 5 Largest and Most Valuable Platform Business • • Largest mobile money network with 3.2m users, >30K agents and >60K MoMoPay merchants Strong potential in Ayoba whose active users exceeded 200K within 8 months of launch Business Structure transformation Listing on RSE Wholly owned FinCo Business 54 54 MTN#55MTN Listing Details Carine Umutoni | Chief Executive Officer, BK Capital Leading Digital solutions for Africa's progress#56Rationale for the listing 1 Providing CTL Shareholders with direct ownership of MTN Rwandacell 2 Create access for broad based investors with a strong local ownership to participate in the growth of MTN Rwandacell 3 Create a stable and supportive long-term shareholder base to ensure a healthy and liquid aftermarket performance Contribute to the growth and deepening of the Capital Markets and Rwanda Stock Exchange (RSE) 5 The listing is an important milestone for the company and aligns with the Group overall strategy and growth ambition 56 MTN#57Details of Listing Company name Industry Sub-Industry ⚫ MTN Rwandacell PLC • Telecommunications • Mobile Telecommunications • Listing by Introduction of the issued and paid-up ordinary shares of MTN Rwandacell PLC on the Rwanda Stock Exchange. Transaction description CTL is currently a public company listed on main board of the RSE. Additionally, CTL's only investment and asset is its 20% shareholding in MTN Rwandacell PLC. CTL will cease to operate and thereafter distribute its surplus assets (i.e. the shares it holds in MTN Rwandacell PLC) in specie to its shareholders, including its shareholding in MTN Rwandacell PLC. Each shareholder shall receive MTN Rwandacell PLC shares on a 1:1 ratio basis i.e. One MTN Rwandacell PLC share for each share owned by the Shareholder in CTL. A shareholder will thus receive the same number of shares in MTN Rwandacell PLC as they previously held in CTL, upon successful listing by Introduction of MTN Rwandacell PLC. On conclusion of this Transaction the 20% held by CTL in MTN Rwandacell PLC will be held by the current shareholders in CTL. Listing mode Ticker Issued and paid-up share capital Listing price Market capitalization By way of Introduction MTNR 1,350,886,600 FRW 269 • FRW 363,388,495,400 Date of admission • May 4th, 2021 57 57 MTN#58Q&A MTN#59Thank You MTN#60Disclaimer This presentation has been prepared by MTN Group Limited ("MTN") and MTN Rwandacell PLC (the "Company"), and MTN together with its direct and indirect subsidiaries, the "Group") to provide an overview of the Group and MTN Rwandacell PLC specifically. "Presentation" means this document, its contents or any part of it, any oral presentation, any question or answer session and any written or oral material discussed or distributed during the presentation meeting or otherwise in connection with it. This document is being supplied to you solely for your information and for use at the Company's presentation. No information made available to you in connection with the presentation may be passed on, copied, reproduced, in whole or in part, or otherwise disseminated, directly or indirectly, to any other person. Neither this document nor the meeting at which it is presented constitute a recommendation regarding any loans or securities of the Company or any of its subsidiaries or joint venture companies. This presentation is not, and should not be construed as, a prospectus, is not intended for potential investors and does not constitute or form part of, and should not be construed as an offer or the solicitation of an offer to subscribe for or purchase securities of the Company, and nothing contained therein shall form the basis of or be relied on in connection with any contract or commitment whatsoever, in particular, it must not be used in making any investment decision. Any decision to purchase securities in any offering should be made solely on the basis of information contained in any prospectus or offering circular that may be published by the Company in final form in relation to any proposed offering. This document and its contents may not be viewed by persons within the United States (within the meaning of Regulation S under the Securities Act) other than (i) by QIBS or (ii) in "offshore transactions" within the meaning of Regulation S. The distribution of this Presentation in other jurisdictions may be restricted by law and persons into whose possession this Presentation comes should inform themselves about, and observe, any such restrictions. Any securities referred to herein have not been, and will not be, registered under the United States Securities Act of 1933 (the "Securities Act"), and may not be offered or sold in the United States absent registration under the Securities Act except to persons reasonably believed to be qualified institutional buyers ("QIBS") as defined in Rule 144A under the Securities Act or another exemption from, or in transactions not subject to, the registration requirements of the Securities Act. This presentation speaks as of the date hereof and has not been independently verified and no representation, warranty, or undertaking, express or implied, is made by MTN, the Company, its shareholders or any of their respective affiliates, directors, officers, employees or agents as to the fairness, accuracy, completeness or correctness of the information or the opinions contained in this document or provided at the presentation. No reliance should be placed on the accuracy, completeness or fairness of such information or opinions for any purpose whatsoever, including but not limited to any investment considerations. To the fullest extent permitted by law, none of MTN, the Company, its shareholders or any of their respective advisors, representatives, affiliates, directors, officers, employees or agents shall have any responsibility or liability whatsoever (in negligence or otherwise) for any loss howsoever arising from any use of this document or its contents, or from any use of any information provided at the presentation or otherwise arising in connection with this document or the presentation at which it was presented. No reliance should be placed on any communication (written or oral) as investment advice or as a recommendation regarding any loans or securities of the Company or any of its subsidiaries or joint venture companies. 60 MTN#61Disclaimer continued The presentation includes market share and industry data obtained by MTN and the Company from industry publications and surveys and internal surveys. MTN and the Company may not have access to the facts and assumptions underlying the numerical data, market data and other information extracted from publicly available sources. As a result, none of MTN, the Company, its shareholders, or any of its or their respective advisors, representatives, affiliates, directors, officers, employees or agents are able to verify such numerical data, market data and other information and assume no responsibility for the correctness of any market share or industry data or other information included in this document or provided at the presentation. Accordingly, undue reliance should not be placed on any of the industry, market or competitive position data contained in this presentation. All information in this document and provided at the presentation is subject to update, revision, verification, correction, completion, amendment and may change materially. Neither MTN and the Company nor any of its advisers, representatives, affiliates, directors, officers, employees or agents undertake any obligation to amend, correct or to provide the recipient with access to any additional information or to update this document or any information provided at the presentation or to correct any inaccuracies in any such information. Matters discussed in this document, at the presentation and any materials distributed in connection with the presentation may constitute or include forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as "believes", "expects", "anticipates", "intends", "estimates", "will", "may", "continues", "should" and similar expressions. These forward- looking statements reflect, at the time made, the Company's beliefs, intentions and current expectations concerning, among other things, MTN and the Company's results of operations, financial condition, liquidity, prospects, growth and strategies. Forward-looking statements include statements regarding: objectives, goals, strategies, outlook and growth prospects; future plans, events or performance and potential for future growth; liquidity, capital resources and capital expenditures; economic outlook and industry trends; developments of MTN and the Company's markets; the impact of regulatory initiatives; and the strength of MTN and the Company's competitors. Forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. The forward-looking statements in this document and the presentation are based upon various assumptions, many of which are based, in turn, upon further assumptions, including without limitation, management's examination of historical operating trends, data contained in MTN and the Company's records (and those of its affiliates) and other data available from third parties. Although MTN and the Company believes that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict and are beyond its control. Forward-looking statements are not guarantees of future performance and such risks, uncertainties, contingencies and other important factors could cause the actual results of operations, financial condition and liquidity of MTN and the Company and its affiliates or the industry to differ materially from those results expressed or implied in this document or the presentation by such forward-looking statements. No representation is made that any of these forward-looking statements or forecasts will come to pass or that any forecast result will be achieved. Forward-looking statements speak as of the date of this presentation and no one undertakes to release any update or revision of any such forward-looking statement, whether as a result of new information, future events or otherwise. Undue reliance should not be placed on any forward-looking statement. No statement in this presentation is intended to be nor may be construed as a profit forecast. Past performance is not indicative of future results. By attending the presentation and/or accepting a copy of this document, you agree to be bound by the foregoing limitations and conditions and, in particular, will be taken to have represented, warranted and undertaken that (i) you are a person to whom this presentation and the information contained in it may lawfully be communicated; (ii) you have read and agree to comply with the contents of this notice; and (iii) you will not at any time have any discussion, correspondence or contact concerning the information in this document with any of the directors or employees of MTN and the Company or its subsidiaries nor with any of their suppliers in respect of MTN and the Company or its subsidiaries without the prior written consent of MTN and the Company. 61 MTN