Zwzz eco-2018-cr-q4 (1)

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
The deﬁnitions and interpretations commencing on page 4 of this circular apply, mutatis mutandis, to this whole circular.
This Document is not and does not purport to be a prospectus or an offer to sell, or solicitation of an offer to buy shares in Zimbabwe
or any Country other than Zimbabwe. The distribution of this Document outside Zimbabwe may constitute the violation of the laws of
other Countries. This Document incorporates listing particulars and is issued in compliance with the listing requirements of the Zimbabwe
Stock Exchange (ZSE), for the purpose of giving information to the public with regard to the Transactions whose terms and conditions
are fully set out in this Circular.
No person has been authorised to give any information or make any representations in connection with the proposed Transactions 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 Transactions, and will not be responsible to any other person for providing the protection offered to their clients.
If you have any questions relating to this Circular or the completion of the Form of Proxy, please email to the Company Secretary, Mr. C.
A. Banda on Companysecretary@econet.co.zw or contact the transfer secretaries, First Transfer Secretaries on 04-782869/72 or info@
fts.net.com.
(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
This Circular relates to:
a) the disposal of the 51% stake the Company holds in Data Control and Systems (1996) (Private) Limited trading as Liquid
Telecommunications Zimbabwe in exchange for shares in Liquid Telecommunications Holdings Limited worth US$135,000,000.00;
b) the proposed conversion of 1,166,906,618 debentures in issue into ordinary shares on the basis of ninety three point three (93.3)
new ordinary shares for every one hundred (100) debentures held, the termination of the Econet Wireless Zimbabwe Limited
Debenture Trust Deed in relation to those debenture holders who accept the offer of conversion, and the listing and admission of
the shares issued pursuant to the debenture conversion;
c) the demerger from Econet Wireless Zimbabwe Limited (the mobile network operations business), of the Company’s Technology
business under a new holding company called Cassava SmarTech Zimbabwe Limited; and
d) the listing and admission of the issued ordinary shares in Cassava SmarTech Zimbabwe Limited on the Zimbabwe Stock Exchange
separately from the Listing of Econet Wireless Zimbabwe Limited shares.
This Circular is split into six Parts as Follows:
Part A: This part contains introductory informaton of a general nature that is applicable to the whole Circular and to the three Transactions
under consideration.
Part B: This part contains information relating to the disposal of 51% of Data Control and Systems (1996) (Private) Limited trading as Liquid
Telecommunications Zimbabwe.
Part C: This part contains information relating to the proposed conversion of debentures to equity.
Part D: This part contains the prelisting statement relating to the listing of additional Econet Wireless Zimbabwe Limited’s shares to be
issued pursuant to conversion of debentures to equity.
Part E: This part contains information relating to the proposed demerger from Econet Wireless Zimbabwe Limited (the mobile network
operations business), of the Company’s smart technology businesses under a new holding company called Cassava SmarTech
Zimbabwe Limited.
Part F: This part contains the prelisting statement relating to the listing of Cassava SmarTech Zimbabwe Limited on the Zimbabwe Stock
Exchange Limited.
Lead - Financial Advisors
Transfer SecretariesReporting Accountants and Auditors
Independent Advisor – Disposal of
LiquidTelecommunications
Zimbabwe
Exchange Control Advisor
Independent Advisor –
Conversion of Debentures
to equity
Sponsoring Broker Legal Advisor
Date of issue: 8 November 2018
This Circular is available in English only and copies thereof may be obtained from 8 November 2018 to 29 November 2018 from the registered ofﬁce of
Econet and the transfer secretary at the addresses set out in the ‘Corporate information’ section of this Circular and can be downloaded from www.econet.co.zw

1 CORPORATE INFORMATION
Directors Dr James Myers (Non – Executive Chairman)
Mr Strive Masiyiwa (Founder & Executive Director)
Mr Michael Bennett (Independent Non – Executive Director)
Mr Roy Chimanikire (Executive Director – Finance Director)
Mr Krison Chirairo (Executive Director)
Mr Martin Edge (Independent Non – Executive Director)
Mr Godfrey Gomwe (Independent Non – Executive Director)
Mr Douglas Mboweni (Executive Director – Chief Executive Officer)
Mrs Tracy Mpofu (Non – Executive Director)
Ms Beatrice Mtetwa (Independent Non – Executive Director)
Mr Hardy Pemhiwa (Non- Executive Director)
Mrs Sherree Shereni (Independent Non – 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 (Private) Limited
17 Collins Avenue,
Chisipite,
Harare,
Zimbabwe.
Sponsoring Brokers Bethel Equities (Private) Limited
23 Boundary Road,
Eastlea,
Harare,
Zimbabwe.
Reporting Accountants and Auditors Deloitte & Touche
West Block,
Borrowdale Office Park, Borrowdale Road,
Harare,
Zimbabwe.
Legal Advisors Mtetwa & Nyambirai
Legal Practitioners, Conveyancers, Notaries Public,
Estate Administrators,
No. 2 Meredith Drive, Eastlea,
Harare,
Zimbabwe.
Exchange Control Advisor Steward Bank Limited
2nd Floor, 101 Union Avenue Building,
Kwame Nkrumah Avenue,
Harare,
Zimbabwe.
Transfer Secretaries First Transfer Secretaries
1 Armagh Avenue,
Eastlea
Harare,
Zimbabwe
Independent Financial Advisor - disposal of
LiquidTelecommunications Zimbabwe
Ernst & Young
1st Floor,
Angwa City Angwa/K Nkrumah
CBD,
Harare,
Zimbabwe
Independent Financial Advisor - conversion of
Debentures to Equity
Grant Thornton
Camelsa Business Park
135 Enterprise road,
Highlands,
Harare,
Zimbabwe.
ECONET WIRELESS ZIMBABWE LIMITED - CIRCULARTO SHAREHOLDERS

1ECONET WIRELESS ZIMBABWE LIMITED - CIRCULARTO SHAREHOLDERS
2 TABLE OF CONTENTS
PART A: GENERAL INFORMATION 4
1 Definitions 4
2 Forward Looking Statements 6
3 Action to be taken by Shareholders 7
4 Notice of Extraordinary General Meeting 8
5 Proxy Form 9
6 Time Table of Events 11
7 Directors’ Responsibility Statement 12
8 Documents Available for Inspection 13
PART B: THE DISPOSAL OF 51% OF LIQUID TELECOMMUNICATIONS ZIMBABWE 14
PART B – INDEX PAGE 15
CHAIRMAN’S LETTER: RELATING TO THE DISPOSAL OF THE 51% STAKE IN LTZ 16
1 Introduction 16
2 Purpose of this part of the Circular 16
3 Background 16
4 Rationale 17
5 Details of the Disposal 17
6 Regulatory Requirements in Respect of Disposal 17
7 Financial Effects of the Disposal 17
8 Effects of the disposal on the Company’s Structure 20
9 Litigation 21
10 Significant Contracts 21
11 Conditions Precedent 21
12 Costs 21
13 Other Related Party Disclosures 21
14 Experts and other Consents 22
15 Directors Interest in Shares 22
16 Special Arrangement 22
17 Best interests of EWZL and its Shareholders 22
INDEPENDENT ADVISORS REPORT 23
INFORMATION ON LTH 27
1 Introduction 27
2 Corporate Structure 27
3 Board & Management 30
PART C: PROPOSED CONVERSION OF DEBENTURES IN ISSUE INTO ORDINARY SHARES 35
PART C – INDEX PAGE 36
CHAIRMAN’S LETTER RELATING TO THE PROPOSED CONVERSION OF DEBENTURES INTO ORDINARY SHARES 37
1 Introduction 37
3 Background 37
4 Rationale 38
5 Mechanics of the Conversion 39
6 Effects of the Conversion on Share Capital 39
7 Effects of the Conversion on Shareholding 40
8 Effects of the Conversion on NAV Per Share 40
9 Pricing 40
10 Resolutions 41
11 Share Certificates 41
12 Entitlements and fractional entitlements 41
14 Tax Impact of the Conversion 41
15 Exchange Control Approvals 42
16 Costs 42
18 Experts and Other Consents 42
19 Directors Interest in Shares and Debentures 42
20 Directors’ Recommendations 43

2 ECONET WIRELESS ZIMBABWE LIMITED - CIRCULARTO SHAREHOLDERS
PART D: PRELISTING STATEMENT OF ECONET WIRELESS ZIMBABWE LIMITED 50
INDEX PAGE – PART D 51
LISTING PARTICULARS FOR ECONET WIRELESS ZIMBABWE LIMITED 52
SECTION ONE – INFORMATION ON EWZL 52
1 History 52
3 Product Portfolio 53
4 Sustainable Community Development Goals as Strategic Business Enablers 54
5 Prospects for the Company 54
6 Management of the Company 55
7 Directors 56
8 Details of the Company Secretary 59
9 Professional Advisors 59
SECTION TWO – CAPITAL 60
10 Capital 60
11 Major and Controlling Shareholders 61
SECTION THREE – FINANCIAL INFORMATION 62
12 Financial Information 62
13 Material Matters 67
14 Promoters’ and other interests 67
15 Royalties 68
16 Dividend Policy 68
SECTION FOUR – ADDITIONAL MATERIAL INFORMATION 69
17 Corporate Governance 69
18 Share dealing policy and guidelines 69
19 Government Protection and Investment Encouragement Law 70
20 Litigation 70
21 Material Contracts 70
SECTION FIVE – LIST OF ANNEXURES 71
Annexure D1: Share Price Information 71
Annexure D2: Relevant Provisions of the Memorandum and Articles of Association 73
Annexure D3: Director Proﬁles 76
Annexure D4: Directors of Major Subsidiaries 78
Annexure D5: Details of Subsidiaries of the Company 81
Annexure D6: Management Proﬁles 82
Annexure D7: Details Regarding Principal Properties Occupied 85
Annexure D8: Intergroup Loans 88
PART E: THE PROPOSED DEMERGER OF THE SMART TECHNOLOGY BUSINESS FROM THE MOBILE
TELECOMMUNICATIONS BUSINESS 89
PART E - INDEX PAGE 90
CHAIRMAN’S LETTER RELATING TO THE PROPOSED DEMERGER 91
1 Introduction 91
3 Background 92
4 Rationale 92
5 The Demerger Process 92
6 Financial effects of the demerger 95
7 NAV of the Company before and after the Unbundling 97
8 Effects of the demerger on Share Capital Structure 97
9 Effects of the demerger on Shareholding Structure 98
10 Effect of the demerger on EWZL’s structure 99
11 Effects of the demerger on EWZL’s Business model 101
12 Effects of the demerger on EWZL’s Board 102
13 Effects of the demerger on EWZL’s Management 103
14 Effects of the demerger on Technical Service Support Services 103
15 Resolutions 103
17 Costs of the unbundling 103

18 EWZL prospects 104
19 CSZL prospects 104
20 Entitlements and fractional entitlements 105
21 Working capital adequacy statement 105
22 Litigation 106
23 Experts and Other Consents 106
24 Directors’ Recommendations 106
PART F: PRELISTING STATEMENT OF CASSAVA SMARTECH ZIMBABWE LIMITED 107
PART F – INDEX PAGE 108
PRE – LISTING STATEMENT FOR CASSAVA SMARTECH ZIMBABWE LIMITED 109
SECTION ONE – INFORMATION ON CSZL 109
1 Introduction 109
2 History and Awards 109
3 Group structure 111
4 Business Strategy 112
5 Product and Services Portfolio 112
6 Sustainable Community Development Goals as a Strategic Business Enabler 114
7 Prospects of CSZL 114
8 Management of the Company 115
9 Directors 116
10 Details of the Company Secretary 119
11 Professional Advisors 119
SECTION TWO – CAPITAL 120
12 Authorised and Issued Share Capital 120
13 Major and Controlling Shareholders 121
SECTION THREE – FINANCIAL INFORMATION 122
14 Historical financial information of CSZL 122
15 Material changes 122
16 Material commitments, lease payments and contingent liabilities 122
17 Material borrowings and loans receivable 122
18 Principal immovable property owned and leased 122
19 Intercompany financial and other transactions 122
20 Material Acquisitions 122
21 Material Property Acquired or to be Acquired 122
22 Material Property Disposed of or to be Disposed of 123
23 Promoters’ and other Interests 123
24 Royalties 123
25 Dividend Policy 123
25 SECTION FOUR – ADDITIONAL MATERIAL INFORMATION 124
26 Corporate Governance 124
27 Share dealing policy and guidelines 124
28 Government protection and investment encouragement law 124
29 Litigation 124
30 Material Contracts 124
31 Experts’ Consents 125
32 Expenses relating to the listing 125
SECTION FIVE – LIST OF ANNEXURES. 126
Annexure F1: Historical Financial Information of CSZL for the five Financial Periods to 28 February 2018 126
Annexure F2: Independent Reporting Accountant’s Report on the Historical Financial Information of CSZL for the five
Financial Periods to 28 February 2018 130
Annexure F3: Relevant Provisions of the Memorandum and Articles of Association 132
Annexure F4: Director Profiles 135
Annexure F5: Directors of Major Subsidiaries 137
Annexure F6: Details of Subsidiaries of the Company 139
Annexure F7: Management Profiles 140
Annexure F8: Details Regarding Principal Properties Occupied 141
Annexure F9: Awards 143

PART A: GENERAL INFORMATION
1 Definitions
In this circular, unless the context indicates a contrary intention, the words in the first column shall have the meanings
assigned to them in the second column; the singular includes the plural and vice versa; an expression which denotes one
gender includes the other gender; a natural person includes a juristic person and vice versa and cognate expressions shall
bear corresponding meanings:
“Board”, “Board of Directors” or
“Directors”
the Board of Directors of Econet Wireless Zimbabwe Limited;
“Broker” A person registered as a “Broking Member” by the ZSE and licensed by the
Securities Exchange Commission of Zimbabwe to trade in financial securities;
“Certificated shares” Shares which have not been dematerialised, title to which is represented by a
physical share certificate;
“Circular” or “Document” This Circular dated, 8 November 2018 to Shareholders of EWZL;
“Class A Shares” The Class A shares of EWZL with a nominal value of US$0.001 each in the
share capital of EWZL. Class A Shares rank pari passu in every respect with
Ordinary shares of EWZL including the right to receive all dividends and other
distributions thereafter declared, made or paid on the issued share capital of
EWZL;
“Companies Act” The Companies Act [Chapter 24:03] of Zimbabwe, as amended;
“Conditions Precedent” The conditions precedent to the Transactions set out in Part B, Part C and Part
E of this Circular;
“CSDP” Central securities depository participant;
“CSZL” or “Cassava” Cassava SmarTech Zimbabwe Limited, a public company incorporated in
Zimbabwe under company registration number 2487 / 2012 and will become
the holding company of the EWZL’s SmarTech businesses pursuant to the
restructuring of EWZL;
“Debentures” Redeemable, debentures with an issue price of 4.665 US cents each, a coupon
rate of 5% per annum payable upon redemption, and a redemption value of
6.252 US Cents each, that were issued on 3 May 2017;
“Dematerialisation” Is the process of converting physical shares into electronic format;
“EcoCash” EcoCash is a mobile payment solution for Econet subscribers that allows them
to perform simple financial transactions, like sending money, buying prepaid
airtime or data, paying for goods and services, all using the mobile phone;
“Econet” or “EWZL” Econet Wireless Zimbabwe Limited (registration number 7548/1998), a
company duly incorporated in accordance with the laws of Zimbabwe. The
company is listed on the ZSE under alpha code ECO and ISIN ZW 000 901 212
2;
“EGM” The Extraordinary General Meeting of shareholders of the Company which
shall be held, at 10:00 am on 29 November 2018 at Econet Park, 2 Old Mutare
Road, Msasa, Harare to approve, amongst others, the resolutions to give effect
to the transactions;
“EPS” Earnings per share;
“EWZL Debenture holder” A holder of EWZL debentures registered in the EWZL debenture register as at
the record date;
“EWZL Shareholder” A holder of EWZL shares registered in the EWZL share register as at the record
date;
“Exchange Control Regulations” The Exchange Control Regulations currently in force in Zimbabwe;
“Form of Proxy” or “Proxy Form” The form, accompanying this document, which provides for Econet Wireless
Zimbabwe Limited shareholders and debenture holders to appoint a proxy to
attend the EGM and vote on their behalf;
“IPO” Initial public offering of shares on an internationally recognized stock exchange;
“LTH” Liquid Telecommunications Holdings Limited, a Company duly incorporated as
Company Registration Number 068355 C2/GBL in accordance with the laws of
Mauritius and which holds 49% of the issued share capital of LTZ;

“LTZ” Data Control and Systems (1996) (Private) Limited trading as Liquid Telecom
Zimbabwe, a company duly incorporated as Registration Number 7695/96 with
Limited Liability according to the laws of Zimbabwe;
“Member” EWZL shareholder;
“Memo & Articles” or “M&A” the Memorandum and Articles of Association of Econet Wireless Zimbabwe
Limited;
“Ordinary Shares” The ordinary shares of EWZL with a nominal value of US$0.001 each in the
share capital of EWZL;
“POTRAZ” Postal and Telecommunications Regulatory Authority of Zimbabwe.
“Qualifying Shareholders” Econet Shareholders registered as such on the register of the Company on the
Record Date.
“RBZ” Reserve Bank of Zimbabwe;
“Record Date” The date on which the EWZL share register and debenture register will be
closed for purposes of determining the eligibility of shareholders to participate
in the proposed transaction which date is the close of business on 22 November
2018;
“Registrar” The Zimbabwean Registrar of Companies;
“SmarTech Businesses” Encompasses: Ecocash (Pvt) Limited, Econet Life (Pvt) Ltd, Econet Insurance
(Pvt) Ltd, and Steward Bank Ltd;
“the Bank” Steward Bank Limited offers commercial banking services in Zimbabwe. It
plays a pivotal role in the EWZL Group, especially for EcoCash, as the bank
holds the banking licence necessary for money transfer services;
“The Transactions” • disposal of the 51% stake EWZL holds in LTZ in exchange for shares in
LTH or in any holding company of Liquid Telecommunications Holdings
or in any company established for the purpose of the IPO of Liquid
Telecommunications Holdings and its business;
• the proposed conversion of 1,166,906,618 debentures in issue into
ordinary shares on the basis of ninety three point three (93.3) new
ordinary shares for every one hundred (100) debentures held, the
termination of the Econet Wireless Zimbabwe Limited Debenture Trust
Deed in relation to those debenture holders who accept the offer of
conversion, and the listing and admission of the shares issued pursuant
to the debenture conversion;
• the demerger from Econet Wireless Zimbabwe Limited (the mobile
network operations business), of the Company’s smart technology
business under a new holding company called Cassava SmarTech
Zimbabwe Limited, the listing and admission of the issued ordinary
shares in Cassava SmarTech Zimbabwe Limited on the Zimbabwe
Stock Exchange separately from the Listing of Econet Wireless
Zimbabwe Limited shares.
“USD” or “US$” The United States Dollar, the lawful currency of the United States of America,
being a legal currency in Zimbabwe as well;
“ZAR” South African Rand, the lawful currency of South Africa;
“Zimbabwe” The Republic of Zimbabwe; and
“ZSE” Zimbabwe Stock Exchange Limited;

2 Forward Looking Statements
Certain statements in this Document are forward-looking, not historical facts. Forward looking statements appear in various
locations. Forward looking statements may be made in either written or oral communication to Shareholders. Forward looking
statements include statements concerning future plans, expectations, projections, objectives, targets, goals, strategies, future
events, future revenues or performance, capital expenditures, financing needs, plans or intentions relating to acquisitions,
competitive strengths and weaknesses, plans or goals relating to forecasted development plans, financial position and future
operations and development, the business strategy and the trends anticipated in the industries and the political and legal
environment in which the Company operates and other information that is not historical information. The forward-looking
statements include but are not limited to statements about development targets, plans, costs, future prices for the Company’s
products and services. Words such as believe, anticipate, estimate, target, expect, intend, potential, predict, project, could,
should, may, will, plan, aim, seek and similar expressions are intended to identify forward-looking statements but are not the
exclusive means of identifying such statements.
The forward-looking statements contained in this Document are largely based on the Company’s expectations which reflect
estimates and assumptions made by management. These estimates and assumptions reflect management’s judgment based
on existing market conditions. Although management believes such estimates and assumptions to be reasonable, they are
inherently uncertain, particularly under macroeconomic conditions that are highly susceptible to sudden and unpredictable
socio-political changes and involve a number of risks and uncertainties that are beyond management control. We caution all
readers and shareholders that the forward-looking statements contained in this Document are not guarantees of the future
performance of the Company and management cannot assure any reader or potential investor that such statements will be
realized or that the forward –looking events and circumstances will occur.
Forward-looking statements, by their very nature, involve general and specific inherent risks and uncertainties, many of
which are beyond management control and risks exist that the predictions, forecasts, projections and other forward-looking
statements will not be achieved. Investors should be aware that a number of important factors could cause actual results
to differ materially from the plans, objectives, expectations, estimates and intentions expressed in such forward-looking
statements. These factors include:
• the changes in political, social, legal and economic conditions in Zimbabwe;
• the effects of international economic developments on the socio-political and economic conditions in Zimbabwe;
• the effects of socio-political changes to industrial, mining and agricultural capacity utilization and productivity;
• the Company’s ability to successfully implement any of its business strategies or plans;
• the effects of macroeconomic changes to capital expenditure and projections on major projects;
• changes to project schedules and estimated completion dates;
• the Company’s ability to identify and manage risks emanating from changes in major elements of the operating
environment;
• the ability of the Company to obtain necessary regulatory approvals for its major projects; and
• the impact of inflation, exchange rates and exchange rate fluctuations, foreign currency, fuel and food supplies,
balance of payments and budget deficit.
The list of important factors is not exhaustive. Shareholders are advised to consider carefully these factors and other
uncertainties and events in the context of the social, political, economic and legal environment obtaining in and affecting
Zimbabwe. The Company does not undertake any obligation to update or revise any of them, whether as a result of new
information, future events or otherwise. The Company does not make any representation, warranty or prediction that the
results anticipated by such forward-looking statements will be achieved and such forward-looking statements represent, in
each case, only one of many possible scenarios and should not be viewed as the most likely or standard scenario. These
cautionary statements qualify all forward-looking statements attributable.

3 Action to be taken by Shareholders
This Circular is important and requires your immediate attention. Please take careful note of the following provisions regarding
the action required by shareholders. If you are in any doubt as to what action to take, please consult your broker, CSDP,
banker, attorney, accountant or other professional advisor immediately.
A form of proxy is attached for the convenience of certiﬁcated shareholders and own-name dematerialised shareholders
who are unable to attend the EGM, but who wish to be represented thereat. To ensure validity, it is recommended that duly
completed forms of proxy should be returned to the transfer secretaries, so as to reach them by no later than the relevant
time.
If the shareholder is a dematerialised shareholder other than with own-name registration, then the CSDP or broker, as the
case may be, should contact the dematerialised shareholder to ascertain how they wish to cast their vote at the EGM, and
thereafter cast the vote in accordance with the instructions. This should be done in terms of the agreement entered into
between the dematerialised shareholder and the CSDP or broker. If the dematerialised shareholder wishes to attend the EGM
in person, or wishes to be represented thereat, they should inform their CSDP or broker, as the case may be, of their intention
to attend and vote at the EGM or to be represented by proxy thereat in order for their CSDP or broker to issue them with the
necessary letter of representation to do so. If a dematerialised shareholder has not been contacted by their CSDP or broker, it
would be advisable for them to contact their CSDP or broker, as the case may be, as soon as possible and furnish them with
their instructions in the manner and by the cut-off time stipulated in the aforesaid agreement between the dematerialised
shareholder and the CSDP or broker.
If the shareholder is a certiﬁcated shareholder or an own-name dematerialised shareholder, you may attend the EGM in
person and may vote at the EGM. Alternatively, you may appoint a proxy to represent you at the EGM by completing the
attached form of proxy and returning to the transfer secretaries so as to reach them by no later than the recommended time.

4 Notice of Extraordinary General Meeting
ECONET WIRELESS ZIMBABWE LIMITED
Econet Wireless Zimbabwe Limited, 2 Old Mutare Road, Harare, Zimbabwe
In terms of the Company’s Memorandum and Articles of Association, notice is hereby given that an Extraordinary General Meeting
of shareholders of Econet Wireless Zimbabwe Limited will be held at 10:00am on the 29th of November 2018 at 2 Old Mutare Road,
Msasa, Harare to consider, and, if deemed fit, to pass, with or without modification, the following resolutions:
AS A SPECIAL RESOLUTION – INCREASE IN AUTHORISED ORDINARY SHARE CAPITAL
“that subject to the approval of the Registrar of Companies the authorised share capital of the Company be increased from
US$3,000,000 comprising 3,000,000,000 ordinary shares of a nominal value of US$0.001 each to US$4,200,000 comprising of
4,200,000,000 ordinary shares of a nominal value of US$0.001 each.”
AS A SPECIAL RESOLUTION – CONVERSION OF DEBENTURES TO EQUITY
“that subject to Regulatory Approval the directors are authorised to convert debentures into equity in terms of this resolution:
1. the 1,166,906,618 debentures in issue be and are hereby converted into ordinary shares at the same discount at which shares
were issued pursuant to the rights offer, on the basis of ninety three point three (93.3) new ordinary shares for every one
hundred (100) debentures held, to put the debenture holders in same position they would have been in had the Company not
compelled them to take debentures in the place of shares;
2. the Econet Wireless Zimbabwe Limited Debenture Trust Deed be and is hereby terminated in relation to those debenture
holders who accept the offer of conversion; and
3. the Board of the Company be and is hereby authorized to apply for the listing and admission of the shares issued pursuant to
the debenture conversion on the Zimbabwe Stock Exchange Limited.”
AS AN ORDINARY RESOLUTION – DEMERGER AND SUBSEQUENT LISTING OF CASSAVA SMARTECH ZIMBABWE LIMITED
(“CSZL”)
“that the scheme of reconstruction of the Company involving the following steps be and is hereby approved:
1. The establishment of a new Company to be called CSZL.
2. The issue and allotment on credit of 750,000,000 new CSZL shares (the initial issue shares), at par value, to the members of
the Company pro rata to their shareholdings on the record date;
3. Further issue and allotment on credit of 200,000,000; 30,000,000 and 20,000,000 Cassava SmarTech Zimbabwe Limited
shares, at par value, to Econet Wireless Zimbabwe Limited, to an Employee Share Trust for the benefit of employees of the
Group as at the record date and to the founder Director respectively;
4. The transfer of 100% of the shares held by Econet Wireless Zimbabwe Limited in EcoCash (Pvt) Limited, Econet Life (Pvt)
Ltd, Econet Insurance (Pvt) Ltd, and Steward Bank Ltd for consideration that will be equivalent to any allowable deductions
for Capital Gains Tax purposes on such transfer and in accordance with the Scheme of Reconstruction outlined in Part E of
the circular and duly approved by the Board of the Company;
5. The creation by CSZL of a distributable reserve from its earnings received from its subsidiaries, and the capitalization of such
a reserve through a bonus issue of 2,679,300,707 Ordinary Shares of a nominal value of US$0.001 per share to the members
of CSZL pro rata to their shareholdings;
6. Declaration of a cash dividend to clear the members’ liabilities to the Company on the initial issue of shares; and
7. The Listing and Admission of all the issued shares of CSZL on the Zimbabwe Stock Exchange Limited separately from the
Listing of the Econet Wireless Zimbabwe Limited shares.”
AS AN ORDINARY RESOLUTION - DIRECTORS’ AUTHORITY TO GIVE EFFECT TO THE ABOVE RESOLUTIONS
“That the Directors of the Company be and are hereby authorised to do any and all such things as may generally be required or
necessary to give effect to the above Resolutions.”
By Order of the Board
C Banda
Group Company Secretary
Date: 8 November 2018

5 Proxy Form
Econet Wireless Zimbabwe Limited, 2 Old Mutare Road, Harare, Zimbabwe
I/We…………………………………………………………………… of……………………………………………………………………………
being the registered holders of ………..…………………………………………………………………………………………………………..
Ordinary shares / Class A Shares in Econet Wireless Zimbabwe Limited hereby appoint: …………………………………………..………
………………………………………………………… or failing him/her …………………………………………………………………………
or failing him/her The Chairman of the Meeting, as my proxy to act for me/us at the Extraordinary General Meeting of the Company
to be held at 2 Old Mutare Road, Msasa, Harare 10am on the 29th of November 2018 and at any adjournment thereof, and vote for
me/us on my/our behalf or to abstain from voting.
Do hereby record my votes for the resolutions to be submitted as follows:
Tick “√” or place an “X”:
inside the BOX. Please note
that alterations made to your in-
itial response should be signed
for.
In Favour Not in
favour
Absten-
tion
AS A SPECIAL RESOLUTION – INCREASE IN AUTHORISED ORDINARY SHARE CAPITAL
“that subject to the approval of the Registrar of Companies the authorised share capital of
the Company be increased from US$3,000,000 comprising 3,000,000,000 ordinary shares of a
nominal value of US$0.001 each to US$4,200,000 comprising of 4,200,000,000 ordinary shares
of a nominal value of US$0.001 each.”
AS A SPECIAL RESOLUTION – CONVERSION OF DEBENTURESTO EQUITY
“that subject to Regulatory Approval the Directors are authorised to convert debentures into
equity in terms of this resolution:
1. the 1,166,906,618 debentures in issue be and are hereby converted into ordinary shares
at the same discount at which shares were issued pursuant to the rights offer, on the
basis of ninety three point three (93.3) new ordinary shares for every one hundred (100)
debentures held, to put the debenture holders in same position they would have been in
had the Company not compelled them to take debentures in the place of shares;
2. the Econet Wireless Zimbabwe Limited Debenture Trust Deed be and is hereby terminated
in relation to those debenture holders who accept the offer of conversion, and
3. the Board of the Company be and is hereby authorized to apply for the listing and admission
of the shares issued pursuant to the debenture conversion on the Zimbabwe Stock
Exchange Limited.

Do hereby record my votes for the resolutions to be submitted as follows:
Tick “√” or place an “X”:
inside the BOX. Please note
that alterations made to your in-
itial response should be signed
for.
In Favour Not in
favour
Absten-
tion
AS AN ORDINARY RESOLUTION – DEMERGER AND SUBSEQUENT LISTING OF CASSAVA
SMARTECH ZIMBABWE LIMITED (“CSZL”)
“that the scheme of reconstruction of the Company involving the following steps be and is
hereby approved:
1. The establishment of a new Company to be called CSZL;
2. The issue and allotment on credit of 750,000,000 new Cassava SmarTech Zimbabwe
Limited shares (the initial issue shares), at par value, to the members of the Company pro
rata to their shareholdings on the record date;
3. Further issue and allotment on credit of 200,000,000; 30,000,000 and 20,000,000 Cassava
SmarTech Zimbabwe Limited shares, at par value, to Econet Wireless Zimbabwe Limited,
to an Employee ShareTrust for the benefit of employees of the Group as at the record date
and to the founder Director respectively;
4. The transfer of 100% of the shares held by Econet Wireless Zimbabwe Limited in EcoCash
(Pvt) Limited, Econet Life (Pvt) Ltd, Econet Insurance (Pvt) Ltd, and Steward Bank Ltd
for consideration that will be equivalent to any allowable deductions for Capital Gains Tax
purposes on such transfer and in accordance with the Scheme of Reconstruction outlined
in Part E of the circular and duly approved by the Board of the Company;
5. The creation by CSZL of a distributable reserve from its earnings received from its
subsidiaries, and the capitalization of such a reserve through a bonus issue of 2,679,300,707
Ordinary Shares of a nominal value of US$0.001 per share to the members of CSZL pro rata
to their shareholdings;
6. Declaration of a cash dividend to clear the members’ liabilities to the Company on the initial
issue of shares; and
7. The Listing and Admission of all the issued shares of CSZL on the Zimbabwe Stock Exchange
Limited separately from the Listing of the Econet Wireless Zimbabwe Limited shares.”
AS AN ORDINARY RESOLUTION - DIRECTORS’ AUTHORITY TO GIVE EFFECT TO THE
ABOVE RESOLUTIONS
“That the Directors of the Company be and are hereby authorised to do any and all such things
as may generally be required or necessary to give effect to the above Resolutions.”
Signature of Shareholder ……………………………………………………………………………………………………………………………
PLEASE NOTE
If the address on the envelope of this letter is incorrect, please fill in the correct details below and return to the Company Secretary.
Name ………………………………………………………………………………………..……………………………………….………………
Address:..…………………………………………………………………………………………………………………………………………
Please read the notes below:
NOTES:
1) Shareholders may insert the name of a proxy or the name of two alternative proxies of the shareholder’s choice in the space
provided, with or without deleting “the Chairman of the Extraordinary General Meeting”, but such deletion must be initialed
by the shareholder. The person whose name appears first on the form of proxy and whose name has not been deleted shall
be entitled to act as proxy to the exclusion of those whose names follow.
2) The authority of the person signing a proxy or representing an institutional shareholder should be attached to the proxy
form in the form of a Board resolution confirming that the proxy has been appointed to represent the shareholder at the
Company’s Extraordinary General Meeting.
3) Forms of proxy must be lodged at or posted to be received at the registered office of the Company Secretary, Econet Park,
2 Old Mutare Road, Msasa, Harare, Zimbabwe, not less than 48 hours before the time of the meeting.
4) The completion and lodging of this form of proxy shall not preclude the relevant shareholder from attending the Extraordinary
General Meeting and speaking and voting in person thereat to the exclusion of any proxy appointed in terms thereof should
the shareholder wish to do so.
5) The Chairman of the Extraordinary General Meeting may accept a proxy form which is completed and /or received other than
in accordance with these instructions, provided that he is satisfied as to the manner in which a shareholder wishes to vote.
6) Any alteration or correction to this form must be initialed by the signatory/signatories.

6 Time Table of Events
EVENT DATE
Notice of Shareholders Extraordinary General Meeting published Thursday, 08 November 2018
Abridged Circular to EWZL shareholders published Thursday, 08 November 2018
Full Circular posted to shareholders Wednesday, 14 November 2018
Transaction Record Date Thursday, 22 November 2018
Last day for lodging proxy forms Tuesday, 27 November 2018
Econet Shareholders EGM held at 10:00 hours Thursday, 29 November 2018
Publication of EGM results Friday, 30 November 2018
Issue and allotment of the conversion shares Thursday, 06 December 2018
Listing and Admission of the Conversion shares on the Zimbabwe Stock Exchange Friday, 07 December 2018
Posting of physical share certiﬁcates Monday, 10 December 2018
CSZL Shares Listed on the ZSE Tuesday, 11 December 2018
Notes:
• The abovementioned times and dates may be changed. Any such change will be published in the press in Zimbabwe.
• All times indicated above and elsewhere in this Circular, are Zimbabwean local times.

7 Directors’ Responsibility Statement
7.2 The Directors, whose names appear hereunder, collectively and individually accept full responsibility for the accuracy of the
information contained in this Circular and further confirm that they have made all reasonable enquiries and declare that to the
best of their knowledge and belief, there are no facts the omission of which would make any statement in this Circular false
or misleading.
7.3 The Directors also confirm that this Circular includes all such information within their knowledge (or which it would be
reasonable for them to obtain by making enquiries) that investors and their professional advisors would require and reasonably
expect to find for the purposes of making informed assessment of the assets and liabilities, financial position, profits or losses
and prospects of EWZL in order to vote from an informed position at the EGM.
Name of Director Signature
Dr James Myers Signed on original
Mr Strive Masiyiwa Signed on original
Mr Michael Bennett Signed on original
Mr Roy Chimanikire Signed on original
Mr Krison Chirairo Signed on original
Mr Martin Edge Signed on original
Mr Godfrey Gomwe Signed on original
Mr Douglas Mboweni Signed on original
Mrs Tracy Mpofu Signed on original
Ms Beatrice Mtetwa Signed on original
Mr Hardy Pemhiwa Signed on original
Mrs Sherree Shereni Signed on original

8 Documents Available for Inspection
The following documents, or copies thereof, will be available for inspection during normal business hours at the Company’s
registered office from the date of issue of this Circular 8 November 2018, up to the date of the EGM 29 November 2018:
• Memorandum and Articles of Association of EWZL;
• Memorandum and Articles of Association of CSZL;
• The Audited financial statements of EWZL for the years ended February 2014, 2015, 2016, 2017 and 2018;
• The Audited financial statements of LTH for the years ended February 2016,2017 and 2018
• Notice of Shareholders Extraordinary General Meeting;
• The experts’ consents referred to in this Circular;
• The original copy of the signed full Circular to shareholders;
• Board of Directors’ resolutions approving the Transactions;
• The Debenture Trust Deed; and
• Accounting policies for the year ended 28 February 2018.

PART B: THE DISPOSAL OF 51% OF LIQUID TELECOMMMUNICATIONS ZIMBABWE
(Incorporated in Zimbabwe on 4 August 1998 under company registration number 7548/98)
(ZSE alpha code: ECO, ISIN: ZW 000 901 212 2)
(Econet or the Company)
This part of the Circular relates to the disposal of the 51% stake the Company holds in Data Control and Systems (1996) (Private)
Limited trading as Liquid Telecom Zimbabwe in exchange for shares in Liquid Telecommunications Holdings Limited (“LTH”) or in
any holding company of LTH or in a company established for the purpose of an Initial Public Offering (“IPO”) of LTH on a reputable
Stock Exchange outside Zimbabwe.
This part of the circular contains the Chairman’s letter, Information on LTH, Independent Advisors’ report and the proforma balance
sheet of EWZL.
Lead - Financial Advisors
Independent
Financial Advisor Exchange Control AdvisorSponsoring BrokerLegal Advisor

PART B – INDEX PAGE
CHAIRMAN’S LETTER: RELATING TO THE DISPOSAL OF THE 51% STAKE IN LTZ 16
1 Introduction 16
3 Background 16
4 Rationale 17
5 Details of the Disposal 17
6 Regulatory Requirements in Respect of Disposal 17
7 Financial Effects of the Disposal 17
8 Effects of the disposal on the Company’s Structure 20
9 Litigation 21
10 Signiﬁcant Contracts 21
12 Costs 21
14 Experts and other Consents 22
15 Directors Interest in Shares 22
16 Special Arrangement 22
17 Best interests of EWZL and its Shareholders 22
INFORMATION ON LTH 27
1 Introduction 27
3 Board & Management 30

CHAIRMAN’S LETTER: RELATING TO THE DISPOSAL OF THE 51% STAKE IN LTZ
(Incorporated in Zimbabwe on 4 August 1998 under company registration number 7548/98)
ZSE alpha code: ECO / ISIN: ZW 000 901 212 2
Directors: Dr James Myers (Non – Executive Chairman); Mr Strive Masiyiwa (Executive Director); Michael Bennett (Independent Non
– Executive Director); Mr Roy Chimanikire (Executive Director – Finance Director); Mr Kris Chirairo (Executive Director); Mr Martin Edge
(Independent Non – Executive Director); Mr Godfrey Gomwe (Independent Non – Executive Director); Mr Douglas Mboweni (Executive
Director – Chief Executive Officer); Mrs Tracy Mpofu (Non – Executive Director); Ms Beatrice Mtetwa (Independent Non – Executive Director);
Mr Hardy Pemhiwa (Non- Executive Director); and Mrs Sherree Shereni (Independent Non – Executive Director).
Address: Econet Wireless Zimbabwe Limited, 2 Old Mutare Road, Harare, Zimbabwe
8 November 2018
DEAR SHAREHOLDER(S)
1 Introduction
The Directors hereby disclose that the Company has agreed to sell the 32,000 shares it holds in LTZ to LTH at a value of
US$135,000,000 in exchange for shares of equivalent value in LTH. The conditions of this transaction are more fully set out
in this letter (hereafter referred to as “the Disposal”). The Disposal is subject to Regulatory Approvals.
2 Purpose of this part of the Circular
This transaction does not require shareholder approval. The purpose of this part of the Circular is to make full disclosure
of all the details relating to the disposal for information purposes and to comply with disclosure requirements relating to
“insignificant” transactions, as defined by the ZSE Listing Requirements.
3 Background
3.1 LTZ has an authorized share capital of US$ 65,000 divided into 65,000 Ordinary Shares of US$ 1.00 each (62,745 of which are
issued), of which 32,000 shares equivalent to 51% of the issued shares of LTZ are held by EWZL with the balance 30,745
Ordinary Shares equivalent to 49% of LTZ held by LTH.
3.2 LTH is a leading communications solutions provider across 13 countries primarily in Eastern, Southern and South Africa that
serves carrier, enterprise and retail customers with high-speed, reliable connectivity and digital services. LTH has built Africa’s
first largest independent fibre network, approaching 70,000km, and operate state-of-the-art data centres in Johannesburg,
Cape Town and Nairobi, in addition to further data centres in Harare and Kigali, with a combined potential capacity of over
6,000 racks. LTH has recently concluded partnership agreements with Ethio Telecom, Sudatel and Telecom Egypt which
makes a Cape to Cairo terrestrial fibre connection a reality for the first time in Africa’s history. Following the successful
issuance and listing on the Dublin Stock Exchange of its maiden Eurobond in 2017, LTH is examining potential options for an
IPO of LTH and its business on an international securities exchange.
3.3 EWZL (as the seller) entered into an agreement with LTH (as the Purchaser) dated 1 October 2018 to dispose of 32,000 LTZ
shares to LTH at a value of US$ 135,000,000 in exchange for shares of equivalent value in LTH on terms and conditions more
fully set out below. The transaction is subject to Regulatory Approvals in Zimbabwe.
3.4 After considering the merits of the disposal of LTZ and the opinion of the Independent Financial Advisor, which forms part of
this section of this Circular, the Directors believe that the terms of the disposal of LTZ are fair and reasonable.

4 Rationale
4.1 The proposed Disposal presents a unique opportunity for EWZL to acquire a strategic interest in Africa’s largest open access
cross border fibre operator, Liquid Telecom. LTH provides services to wholesale carriers, enterprises, SMEs and individuals
via terrestrial and undersea fibre optic cable, satellite and wireless broadband technologies. LTH also owns and operates data
centres in South Africa, Kenya and other African countries in which it hosts major international software and cloud computing
companies. LTH is a pan-African Tier 1 and Tier 2 cloud service provider, providing Microsoft Azure and O365, as well as other
services, across the African continent.
4.2 The potential listing of LTH through an IPO on a reputable international exchange would raise further capital for its business
expansion and would also provide EWZL with an international asset that has prospects for capital growth. The LTZ local
operations, through LTH, will be able to leverage on the international presence of the LTH Group to obtain synergistic benefits.
4.3 The disposal of LTZ does not affect the cash position nor the value of investments held by EWZL but it will give EWZL an
opportunity to hold a foreign asset which has prospects for dividends and capital appreciation in offshore US Dollars.
4.4 Shareholders of EWZL will therefore benefit from future dividends and capital growth arising from the ownership of shares in
a growing business with a large and geographically diversified footprint currently covering 13 countries including South Africa,
the largest economy in Africa, Kenya, the largest economy in East Africa with further growth prospects into West and North
Africa.
4.5 The proposed Disposal will also simplify the ownership structure of LTZ to fulfil the undertaking made by LTZ to the Regulatory
Authorities during the renewal of its license.
5 Details of the Disposal
5.1 EWZL intends to dispose of 32,000 LTZ shares it currently holds to LTH at a value of US$135,000,000. The sale and purchase
of the Shares shall be on the terms of the Agreement that was concluded between EWZL and LTH. The agreement is subject
to Conditions Precedent set out below.
5.2 As consideration, EWZL shall receive new LTH shares (the Consideration Shares) that have a total value of US$ 135,000,000
at a price of US$ 12.61 per share.
6 Regulatory Requirements in Respect of Disposal
6.1 The proposed disposal is classified as an insignificant transaction in that the value of US$135,000,000 for the 32,000 LTZ
Shares, is less than 5% of Econet’s market capitalisation of US$5.3 billion, as at 31 October 2018, being the most practicable
date prior to the publication of this Circular. Therefore, the disposal, as proposed, is not classified as a related party transaction
in terms of section 10.7 (h) of the ZSE Listings Requirements despite Econet Global Limited being a material shareholder of
EWZL by virtue of holding 42.62% of the issued shares of EWZL and also holding 43.7% of the issued shares in LTH.
6.2 In terms of the ZSE Listings Requirements, the disposal therefore does not require shareholders’ approval. The disposal
is reported in this Circular for information purposes and to comply with the disclosure requirements relating to insignificant
transactions.
6.3 Exchange control approval is required in terms of section 16.27(i) of the ZSE Listings Requirements for EWZL to dispose of
it’s 51% interest in LTZ to LTH in exchange for shares in LTH.
7 Financial Effects of the Disposal
7.1 The table below shows the financial effects of the proposed disposal on the audited consolidated proforma annual financial
statements of EWZL for the year ended 28 February 2018. The proforma financial statements have been prepared for
illustrative purposes only and because of their proforma nature, they may not fairly present EWZL’s financial position, changes
in equity, results of operations or cash flows, nor the effect and impact of the proposed disposal going forward.
7.2 The directors of Econet are responsible for the compilation, contents and preparation of the proforma financial statements.
Their responsibility includes determining that the proforma financial statements have been properly compiled on the basis
stated, which is consistent with the accounting policies of Econet Group and that the proforma adjustments are appropriate
for purposes of the proforma financial information disclosed pursuant to the ZSE Listings Requirements. The proforma
financial statements are set out below.

Proforma Consolidated Statement of Financial Position as at 28 February 2018
(Amounts in US$’000)
Audited State-
ment of Financial
Position as at 28
February 2018
Effect of proposed
transaction
Proforma State-
ment of Financial
Position
after transaction
Disposal of LTZ
ASSETS
Non-current assets
Property, plant and equipment 565,154 565,154
Investment properties 8,471 8,471
Intangible assets 117,263 117,263
Deferred tax asset 2,334 2,334
Goodwill 6,091 6,091
Investment in associates 64,511 (64,511) -
Equity investments - 136,100 136,100
Financial instruments
- Held-to-maturity investments 176,917 176,917
- Loans and advances 29,358 29,358
Total non-current assets 970,099 71,589 1,041,688
Current assets
Assets classiﬁed as held for sale 131 131
Inventories 9,256 9,256
Held-to-maturity investments 81,748 81,748
Trade and other receivables 114,290 114,290
Taxation assets - -
Financial Assets at fair value through proﬁt & loss 8,881 8,881
Loans and advances 3,467 3,467
Cash and cash equivalents 350,191 (1,100) 349,091
Total current assets 567,964 (1,100) 566,864
Total assets 1,538,063 70,489 1,608,552

Proforma Consolidated Statement of Financial Position as at 28 February 2018 (continued)
(Amounts in US$’000)
Audited State-
ment of Financial
Position as at 28
February 2018
Effect of proposed
transaction
Proforma State-
ment of Financial
Position
after transaction
Disposal of LTZ
EQUITY AND LIABILITIES
Capital and reserves
Share capital and share premium 96,371 96,371
Retained earnings 661,684 70,206 731,890
Other reserves 8,862 8,862
Equity attributable to owners of Econet Wireless Zimbabwe
Limited 766,917 70,206 837,123
Non-controlling interest (4,923) - (4,923)
Total Equity 761,994 70,206 832,200
Non-current liabilities
Deferred income tax liabilities 80,089 283 80,372
Long-term interest-bearing debt 55,128 - 55,128
Non-current provisions 9,219 9,219
Total non-current liabilities 144,436 283 144,719
Current liabilities
Total deferred revenue 15,333 15,333
Provisions 2,616 2,616
Financial Instruments:
- Trade and other payables 243,031 - 243,031
- Short-term interest-bearing debt 3,677 - 3,677
- Deposits due to banks and customers 347,384 - 347,384
Income tax payable 19,592 19,592
Total current liabilities 631,633 - 631,633
Total liabilities 776,069 283 776,352
Total equity and liabilities 1,538,063 70,489 1,608,552
7.3 The disposal of 51% of LTZ will not have a material effect on the earnings per share and net asset value of EWZL. The
comparisons are as shown below:
Description
Before the Disposal
US Cents
After the Disposal
US Cents
Earnings per share 5.84 5.84
Net asset value per share 31.62 34.54

8 Effects of the disposal on the Company’s Structure
8.1 The EWZL group structure before and after the disposal of LTZ will look as shown below:
Before the disposal
100%
EW Capital Holdings
(Private) Limited
100%
Transaction Payment
Solutions
(Private) Limited
100%
Steward Health
(Private) Limited
51%
Data Control And Systems
(1996) (Private) Limited
45%
Econet Media
(Private) Limited
100%
EcoCash
(Private) Limited
100%
Steward Bank Limited
90%
Econet Insurance
(Private) Limited
85%
Econet Life
(Private) Limited
100% Pentamed
Investments (Private)
Limited (owns 63% of
Mutare Bottling Company)
100%
Econet Wireless
(Private) Limited
TMT Business Model

After the disposal
9 Litigation
As at the date of publication of this Document, there are no legal or arbitration proceedings, including any pending or threats
of such proceedings, that EWZL is aware of, which may have, or would have had in the last 12 months, a material effect on
the financial position of EWZL.
10 Significant Contracts
Save for what has been disclosed in this Chairman’s letter, EWZL has not entered into any significant contract, other than in
the normal course of business since the last general meeting of members.
11 Conditions Precedent
The proposed disposal is subject to Exchange Control approval and notification to POTRAZ.
12 Costs
The costs of implementing the disposal are estimated at US$1.10 million these costs relate to professional fees and printing
costs that the Company will incur.
13 Other Related Party Disclosures
Steward Bank, a wholly owned Subsidiary of EWZL has been retained as the Exchange Control Advisor and will receive a
fixed fee for services provided in connection with the proposed disposal. Beatrice Mtetwa, an Independent Non – Executive
Director of EWZL, is the founding partner for Mtetwa and Nyambirai Legal practitioners, a firm that has been retained as the
legal advisor to the proposed disposal and will receive a fixed fee.
100%
EW Capital Holdings
(Private) Limited
100%
Transaction Payment
Solutions
(Private) Limited
45%
Econet Media
(Private) Limited
(Circa 10%)
Liquid Telecoms
Holdings
FOREIGN INVESTMENT
100%
EcoCash
(Private) Limited
100%
Steward Bank Limited
90%
Econet Insurance
(Private) Limited
85%
Econet Life
(Private) Limited
100% Pentamed
Investments (Private)
Limited (owns 63% of
Mutare Bottling Company)
100%
Econet Wireless
(Private) Limited
TMT Business Model
100%
Steward Health
(Private) Limited

14 Experts and other Consents
Mtetwa and Nyambirai Legal Practitioners, Bethel Equities (Private) Limited, Steward Bank Limited and TN Financial Services
(Private) Limited have given and as at the date of issue of this Document, had not withdrawn their consents to its issue with
inclusion of their names and reports in the forms and context in which they appear.
15 Directors Interest in Shares
As at 31 October 2018, (being the last practicable date prior to the printing of this document) the direct and indirect interests
of the Directors of EWZL and LTH shares which had been notiﬁed to EWZL were as follows:
Name EWZL LTH LTZ
Dr James Myers 37,953 Nil Nil
Mr Strive Masiyiwa 1,206,541,677 * *
Mr Michael Bennett Nil Nil Nil
Mr Roy Chimanikire 6,542,717 Nil Nil
Mr Krison Chirairo 14,624 Nil Nil
Mr Martin Edge Nil Nil Nil
Mr Godfrey Gomwe Nil Nil Nil
Mr Douglas Mboweni 12,768,126 Nil Nil
Mrs Tracy Mpofu 18,894,729 Nil Nil
Ms Beatrice Mtetwa Nil Nil Nil
Mr Hardy Pemhiwa 850.000 Nil Nil
Mrs Sherree Shereni 2,200 Nil Nil
Note
*Mr Strive Masiyiwa has indirect shareholding through EGL which has a 43.7% interest in LTH.
16 Special Arrangement
Save as set out in this Chairman’s Letter, no arrangements, undertakings or agreements have been made between EWZL and
LTH, or any person acting in concert with LTH on the one hand and any director of LTH or any person who is or was a director
of EWZL regarding the proposed disposal, or any person who is or was a holder of EWZL shares on the other.
17 Best interests of EWZL and its Shareholders
After considering the opinion of the Independent Financial Advisor, Ernst & Young, and the terms and conditions of the
disposal, the Directors are unanimously of the opinion that the proposed disposal is in the best interests of EWZL and its
shareholders.
Yours faithfully,
For and on behalf of Econet Wireless Zimbabwe Limited
(Signed on original)
Dr James Myers
Chairman

INDEPENDENT ADVISORY REPORT
Reliance Restricted
The Directors
2 Old Mutare Road
Harare
Zimbabwe
8 November 2018
Dear Sirs,
Independent Financial Advisor report on the Proposed disposal of Data Control and Systems (1996) (Private) Limited trading
as Liquid Telecom Zimbabwe (LTZ) to Liquid Telecommunications Holdings Limited (LTH)
This letter is prepared for the purpose of inclusion in this Part of the Circular to Shareholders of Econet Wireless Zimbabwe Limited
(“EWZL”) to be dated 8 November 2018 (“Circular”). Words and phrases used in this letter shall have the same meaning as ascribed
to them in the Circular.
Introduction
Conditional upon regulatory approvals as more fully set out herein, EWZL (“as the seller”) entered into an agreement with LTH
(“as the Purchaser”) dated 1 October 2018, to dispose 32,000 LTZ shares to LTH at a value of 135,000,000.00 in exchange for a
equivalent value in LTH on terms and conditions more fully described in the Circular to Shareholders dated 8 November 2018.
Pursuant to the transaction, LTH is considering listing on a reputable international exchange.
Full details of the transaction are contained in this Circular.
Scope
EY has been retained by the Directors of EWZL to provide an independent opinion as to the fairness and reasonableness of the terms
of the acquisition of LTH in terms of Schedule 5 (Independent fairness opinions) of the ZSE Listings Requirements.
Deﬁnition of fairness and reasonableness for the purposes of our opinion
For the purposes of our opinion, “fairness” is based primarily on quantitative factors. Therefore, the proposed disposal of LTZ in
exchange for shares in LTH would be considered fair to Shareholders if the value of LTH is greater or equal to the value of LTZ.
“Reasonableness” is based primarily on qualitative factors such as sensibility or appropriateness to the given situation.
Our approach in considering the Proposed Acquisition
In considering the price and terms, we took into consideration:
• The rationale for the Proposed Acquisition;
• Potential dilution effect of the Proposed Acquisition;
• Prevailing economic and market conditions;
• The impact of various risk factors such as country and liquidity risks;
• The terms and conditions of relevant share purchase agreements;
• The acquittal of EWZL independent directors of their responsibilities to the affected shareholders; and
• General compliance with ZSE Independent Financial Advisor – related Listing Requirements to changes in control and related
party transactions.

Information utilised
In the course of our analysis, we relied upon financial and other information, including prospective financial information, obtained from
LTZ management, together with industry-related and other information in the public domain. Our conclusion is dependent on such
information being complete and accurate in all material respects.
The principal sources of information used in formulating our opinion regarding the terms and conditions of the offer include:
• The draft Circular to Shareholders dated 8 November 2018 with the terms and conditions of the transaction;
• Representations and assumptions made available by, and discussions held with, the representatives of EWZL, LTH and LTZ
management;
• Certain agreements relating to the acquisition;
• LTZ unaudited results for the 5 months ended July 2018;
• LTZ audited results for the years ended 2016, 2017 and 2018;
• Forecast financial information of LTZ;
• LTH audited results for the years ended 2016, 2017 and 2018;
• Discussions with the non-executive directors of EWZL; and
• Review details of market transactions relating to LTH.
Where practical, we have corroborated the reasonableness of the information provided to us for the purpose of our opinion, obtained
through discussions with the representatives of the management of LTZ.
We have relied upon without independent verification, the accuracy and completeness of the information provided to us whether in
writing or obtained in discussions, and we have not assumed and we do not assume any responsibility or liability therefore.
In addition, we have placed reliance upon the Directors’ commercial assessment of the prospects of LTH after the Proposed
Acquisition, as disclosed in the circular for the proposed transaction.
We have further assumed that:
• LTH is not involved in any material or legal proceedings save as highlighted in the circular; and
• there are no other contingencies that could materially affect the value of LTH
Procedures performed
In arriving at our opinion, we have undertaken the following procedures in evaluating the fairness of the Price:
• setting up initial meetings with representatives of EWZL, to agree the terms and scope of our mandate;
• obtaining an understanding of LTH through:
- discussions with the LTH management representatives;
- an analysis of publicly available historical financial information;
- a review of recent reports and/or comments by independent investment analysts and other market commentators;
and
- a review of other publicly available information;
• considering whether (and what quantum) of liquidity and/or marketability discounts may be applicable to the LTZ shares for
the specifics of the Proposed Acquisition;
• prepared an independent valuation of LTZ;
• considering various valuation approaches to test the reasonability of the issue price
• reviewing the terms and conditions relating to the Proposed Acquisition outlined in the circular;
• interviews with independent directors;
• the opportunity for EWZL to invest in a strategic foreign currency generating asset; and
• considering any other/qualitative aspects which we believe are of importance.

Based on the results of the procedures listed above, we determined the fairness and reasonableness of the pricing of the Proposed
Acquisition of LTH as it concerns Shareholders. We note that in our valuation consideration of LTH that there are arm’s length
transactions that can be compared with the proposed offer price and we have taken into account the rationale behind the proposed
transaction. We believe that the above considerations justify the conclusion outlined below.
Principal factors and reasons considered
Rationale for the transaction
As stated in the Circular the proposed transaction presents an opportunity for EWZL to acquire a strategic interest in a
significant telecommunications operator in Africa. LTH supplies fibre optic, satellite and international carrier services to
Africa’s largest mobile network operators, internet service providers and businesses as well as payment solutions and data
storage solutions.
The potential listing of LTH will provide EWZL with liquidity in an international asset with an ability to access foreign currency
for local operations.
LTH
Our procedures do not constitute an audit, due diligence or commercial assessment of LTH but rather focus on the valuation
of LTZ and the mechanism at which the price of a share in LTH will be determined and the reasonableness of the price of LTH
shares relative to other arms-length transactions.
Funding of LTZ
We have considered how the greater part of LTZ’s expansion was financed.
Indicative valuation of LTZ
Using our indicative calculations, we have noted that the implied earnings before interest, depreciation and amortisation
(“EBITDA”) multiple is within our expected range.
Related party transaction
As noted in the Circular, the proposed transaction is a related party transaction in terms of ZSE Listing Requirements. Econet
Global Limited is a material shareholder in EWZL and in LTH. The Zimbabwe Stock Exchange (“ZSE”) has accepted that the
LTZ transaction is not a significant transaction and therefore does not require shareholder approval.
Opinion
We have considered the terms of the Proposed Transaction and reviewed various scenarios. Based upon and subject to the conditions
set out herein, we are of the opinion that the terms of the Proposed Transaction are fair and reasonable to Shareholders of EWZL.
This opinion does not purport to cater for each individual shareholder’s circumstances and/or risk profile, but rather that of the general
body of Shareholders taken as a whole. Each shareholder’s decision will be influenced by such shareholder’s particular circumstances
and, accordingly, Shareholders should consult with an independent advisor if they are in any doubt as to the merits or otherwise of
the Proposed Transaction.
Use of this opinion
This opinion is provided solely for the use of the Board and Shareholders in connection with and for the purpose of their consideration
of the Proposed Transaction.
This opinion does not purport to contain all the information required for an investment or disposal decision, and the content may not
be relied upon by any third party.
This opinion shall not, in whole or in part, be disclosed, reproduced, disseminated, quoted, summarised or referred to at any time, in
any manner or for any purpose, save for inclusion in this Circular, without the prior consent of EY.

Limiting conditions
We have relied upon the accuracy of the information used by us in deriving our opinion albeit that, where practicable, we have
corroborated the reasonableness of such information through, amongst other things, reference to work performed by independent
third party/ies, historic precedent or our own knowledge and understanding. While our work has involved an analysis of the annual
financial statements and other information provided to us, our engagement does not constitute, nor does it include, an audit conducted
in accordance with generally accepted auditing standards. Accordingly, we assume no responsibility and make no representations
with respect to the accuracy of any information provided to us in respect of LTZ or LTH.
The opinion expressed herein is necessarily based upon the information available to us, the financial, regulatory, securities market
and other conditions and circumstances existing and disclosed to us as at the date hereof. We have assumed that all conditions
precedent in the Transaction agreements, including any material regulatory and other approvals required in connection with the
proposed Transaction have been or will be properly fulfilled or obtained.
Subsequent developments may affect our opinion. However, we are under no obligation to update, revise or re-affirm such.
Independence
We have been retained as an independent advisor to the independent directors and we will receive a fixed fee for the services
provided in connection herewith, which fee is payable upon delivery of this opinion. We confirm that, other than the aforementioned,
we have no interest, direct or indirect, beneficial or non-beneficial, in EWZL or in the success or failure of the proposed offer which
forms the subject matter hereof.
Sincerely,
(Signed on original)
Ernst & Young Associates (Private) Limited

INFORMATION ON LTH
1 Introduction
1.1 LTH began operating as the satellite and voice operator, Econet Satellite Services, which was founded in 1997. LTH went
onto launch a high-speed, cross-border ﬁbre network linking southern Africa to the rest of the world in 2009. And now it has
grown to provide services to more than 50 global wholesale carriers operating in eastern, central and southern Africa, Europe,
North America and Asia Paciﬁc, as well as the national and international enterprise market.
1.2 In addition to the Mauritius-based holding company, LTH has operating companies across the continent in Botswana, the
DRC, Kenya, Lesotho, Rwanda, South Africa, Tanzania, Uganda, Zambia, Zimbabwe and the UK as depicted in the corporate
structure below.
2 Corporate Structure
Liquid Telecommunications Holdings Limited Mauritius USD
Liquid
Telecommu-
nications
Holdings
South Africa
(Pty)
Limited
South Africa
ZAR
Liquid
Telecommu-
nications
International
FZE
UAE
USD
CEC Liquid
Telecommu-
nications
Limited
Zambia
USD
Data Control
& Systems
(1996)
(Private)
Limited
t/a Liquid
Telecommu-
nications
Zimbabwe
Zimbabwe
USD
Liquid
Telecommu-
nications
Limited
UK
GBP
Liquid
Telecommu-
nications
Rwanda
Limited
Rwanda
RWF
Liquid
Telecommu-
nications
Financing
PLC
UK
USD
Liquid
Telecommu-
nications
Kenya
Limited
Kenya
KES
Liquid
Telecommu-
nications
Tanzania
Limited
(DORMANT)
Tanzania
Tanzania
TZS
Liquid
Telecommu-
nications
DRC
S.A.R.L
DRC
USD
Liquid
Telecommu-
nications
Botswana
(Pty)
Limited
Botswana
BWP
Raha
Tanzania
Holding
Limited
Tanzania
TZS
Transaction
Payment
Solutions
International
Limited
Mauritius
USD
Liquid
Telecommu-
nications
Sahara
Holdings
Limited
Mauritius
USD
Liquid
Telecommu-
nications
Uganda
Limited
Uganda
OCX
Infocom
2013
Limited
African
Digital
Networks
S.A.R.L.
East Africa
Data Centre
Limited
Kenya
KES
Liquid
Telecommu-
nications
South Africa
(Pty) Limited
South Africa
ZAR
Liquid
Telecommu-
nications
Operations
South Africa
(Pty) Limited
South Africa
ZAR
Liquid Sea
Limited
Liquid Vision
Media
(Pty)
Limited
South Africa
ZAR
Ipidi Media
Mauritius
Transaction
Payment
Solutions
Botswana
(Pty) Limited
Botswana
BWP
Transaction
Payment
Solutions
Kenya
Limited
Kenya
KES
Transaction
Payment
Solutions
Zambia
Limited
Zambia
ZMW
Transaction
Payment
Solutions
Nigeria Limited
(DORMANT)
Nigeria
NGN
Transaction
Payment
Solutions
South Africa
(Pty)
Limited
South Africa
ZAR
70% 100% 100% 100% 40% 70% 100% 100% 70% 100% 100% 99% 67.5% 100%
100% 100% 100% 100% 100% 70% 100% 100% 97.5% 100%
20%
100% 100% 100% 100% 100% 100% 100% 100%
100% 90% 99.906% 100% 100% 100%
Number
Portability
Company
(Pty)
Limited
South Africa
ZAR
Hai
Telecommu-
nications
Limited
Zambia
ZMW
Zimbabwe
On Line
(Private)
Limited
Zimbabwe
Zimbabwe
USD
Raha
Limited
Tanzania
TZS
Zanlink
Limited
Zanzibar
TZS
Liquid
Telecommu-
nications
Operations
Mozambique
Limited
(DORMANT)
Mozambique
MZN
Liquid
Telecommu-
nications
Operations
Limited
Mauritius
USD
Liquid
Telecommu-
nications
Investments
Limited
UK
ZAR
Liquid
Telecommu-
nications
Operations
DRC
S.A.R.L.
DRC
USD
Transaction
Payment
Solutions
Indian Ocean
Limited
Mauritius
USD
African
Digital
Network
S.A.R.L.
DRC
USD
Liquid Sea
Limited
Mauritius
USD
Ipidi Media
Mauritius
USD
Liquid
Telecommu-
nications
West Africa
Data Centre
Ghana Limited
Ghana
GHS
Liquid
Telecommu-
nications
West Africa
Data Centre
Nigeria Limited
Nigeria
NGN

2.1 LTH is a leading communications solutions provider across 13 countries primarily in Eastern, Southern and South Africa
that serves carrier, enterprise and retail customers with high-speed, reliable connectivity and digital services. The company
has built Africa’s largest independent fibre network, approaching 70,000 km, and operate state-of-the-art data centres in
Johannesburg, Cape Town and Nairobi, in addition to further data centres in Harare and Kigali, with a combined potential
capacity of over 6,000 racks.
2.2 LTH’s network offers connectivity to the 5 main sub-sea cable systems (4 of which LTH has an ownership interest in) –
WACS, EASSy, SEACOM, SAT 3 and TEAMS – connecting Africa to the rest of the world.
2.3 LTH’s ground-breaking work was recognised at Capacity magazine’s annual telecoms industry awards when it has been
named Best African Wholesale Carrier an unprecedented seven years in a row. LTH has also gained recognition at the
AfricaCom Awards, SatCom Stars Awards and the Global Telecom Business awards.
2.4 LTH has 4 main product segments Wholesale data, Enterprise, Retail and Data Centres Cloud Services.
2.4.1 Wholesale data
Alongside this, LTH’s wholesale data division provides Global IP Transit and fibre connectivity to 2G, 3G and 4G mobile base
stations across its extensive independent and self-owned fibre network and international leased lines. LTH cover a wide range
of customers from international carriers to African mobile and public telecom operators and African Internet Service Providers
(ISPs). LTH also helps other ISPs reach more customers with attractive offers using its wholesale FTTH services, monetising
its open-access fibre network.
2.4.2 Enterprise
LTH’s enterprise segment provides solutions to large-scale corporate and governmental consumers of bandwidth with
complex, multi-country connectivity, colocation and hosting and cloud services. Here, in partnering with leading software,
content and ISPs to package business service offerings, supported by its fibre local access networks and data centre
facilities, LTH provide high-speed broadband, cloud and co-location services, Voice over Internet Protocol (“VoIP”) and global
connectivity to small and medium sized enterprises and non-governmental organizations, as well as payment solutions to
financial institutions through its Liquid Payments business. LTH also aims to expand our metro and “Fibre to the Business”
(FTTB) networks with a view to driving multi-tenancy growth in the buildings enabled to use the fibre network. Complementary
VSAT and fixed-wireless (point-to-point or point-to-multipoint) networks extend the reach of the network to connect remote
locations.
2.4.3 Retail
LTH’s retail business connects households and small businesses through the provision of its FTTH through GPON and
Fixed Wireless Access (FWA), primarily using 4G LTE technology. LTH’s believes that both FTTH and FWA, using its own
infrastructure deployed in carefully selected areas, represents an important development opportunity for retail revenue
growth with a focus on increasing its market share in the middle and top ends of the broadband internet service segment.
LTH’s retail customers now have access to a range of digital services and the Kwesé TV platform content across the LTH
network.
2.4.4 Data Centres and Cloud and Digital Services
LTH is well placed across Africa as a leader in Data Centres and Digital & Cloud services. Through its Data Centres LTH offers
co-location and interconnection services to some of the world’s largest software, OTT, carrier and cloud service providers.
LTH’s hosting provides direct connection to local and international exchanges via LTH’s own fibre network, with instant
access and full redundancy. LTH’s cloud services which are hosted at its data centres include virtual server / hybrid cloud
services on a VMWare platform, storage as a service and managed security. In additional Liquid is one of the only Tier 1
and Tier 2 Microsoft Cloud Service Providers on the African Continent providing direct connectivity to the Microsoft cloud
including Microsoft Azure and Microsoft Office 365 on a highly resilient and meshed network. Liquid provides the only hosting
service for Microsoft Azure Stack in a number of the countries in which it operates.

2.5 Network Coverage
EGYPT
SUDAN
ERITREA
DJIBOUTI
ETHIOPIA
KENYA
CONGO
GABON
CAMEROON
CHAD
NIGERIA
CENTRAL AFRICAN
REPUBLIC
UGANDA
RWANDA
BURUNDI
SOMALIA
TANZANIA
MALAWI
MOZAMBIQUE
MADAGASCAR
SOUTH AFRICA
LESOTHO
BOTSWANA
NAMIBIA
ZAMBIA
ZIMBABWE
ANGOLA
DEMOCRATIC
REPUBLIC
OF CONGO
Kabanga
MAURITIUS
SEEYCHELLES
SAFE
SEACOM
AESSY
SAT3
W
ACS
ACE
CAPE TOWN
Port Elizabeth
Kimberley
Beaufort WestYzerfontein
Polokwana
Richards Bay
Francis town
Phokoje
MorupuleSerowe
Livingstone
LUSAKA
Walvis Bay
Windhoek
BULAWAYO
DAR ES SALAAM
Victoria Falls
Plumtree
Gweru
Kariba
Zvishavane
Masvingo
Tzaneen
Johannesburg
LobatseKanye
Thamanga
Molepolole
Beitbridge
Mutare
Bindura
Chirundu
Lubumbashi
Kolwezi
Solwazi
Sesheke
Kasane
Kikwit
Kolwezi citu
Chililabombwe
Chingola
Kitwe
Ndola
Nyamapanda
Garissa
Iringa
Karuma
Mbale
Moyala
Nyala
Al Junaynah
MatemaEl Obeld
KHARTOUM
Port Sudan
Argeen
Cairo
ADDIS ABABA
DJIBOUTI
ABUJA
Lagos
Inga
Nakuru
LiboiMeru
KAMPALA Bungoma
BEldoret
Kisumu
Tanga
Manyavu
Mwazna
Isibania
Busia
MoshiArusha
Namanga
Shinyanga
Tunduma
Singida
Durban
Pretoria
SWAZILAND
MAPUTO
GABORONE
HARARE
GOMA
GOMA
MASAKA
KIGALI
Bujumbura
Rusumo
Gatuma
Kagitumba
Kinshasa
Luanda
Cacuaco
Muanda
Pointe Noire
Douala
Maldugurl Mongo
N’DAJMENA
Libreville
Brazzaville
Tororo
Mbarara
Masindi
Bukavu
Rusizi
Kananga
Thika Lamu
Malindi
Mombasa
Morogoro
Numule
Beitbridge
EQUI GUINEA

3 Board & Management
3.1 Directors
LTH Directors’ profiles are as follows:
Mr Strive Masiyiwa – Executive Chairman
Mr Masiyiwa is the founder and Chairman of the Econet Group, a pan-African telecommunications, media and technology
company with operations and investments in 29 countries. He serves on several international boards including Unilever Plc,
and the Global Advisory boards of the Council on Foreign Relations and Stanford University. A former board member of the
Rockefeller Foundation for 15 years, he also serves as Chairman of the Alliance for a Green Revolution in Africa (AGRA). He
previously served on the Africa Progress Panel, and as juror on the Hilton Humanitarian Prize. As a philanthropist, Mr Masiyiwa
is a member of the Giving Pledge, and his contributions to education, health and development have been widely recognized.
Mr Masiyiwa and his wife support the Higher Life Foundation, which has fascilitated the education of over 250,000 African
orphaned, vulnerable and gifted children across Africa over the past 20 years. Mr Masiyiwa has been selected twice, in 2014
and 2017, to Fortune Magazine’s list of the “World’s 50 Greatest Leaders”.
Mr Nicholas Rudnick – Chief Executive Officer
Mr Rudnick is the Chief Executive Officer of the Company and a member of the board of directors. Mr Rudnick became
the Company’s CEO in 2004. Mr Rudnick is also a director of Econet Global Limited. Mr Rudnick has been listed in Global
Telecom Business Magazine’s 100 most influential people in the telecommunications industry for the last five years and is a
very well-recognised entrepreneur and legal expert within the industry, helping develop the sector significantly in Africa. Mr
Rudnick is an England and Wales and Zimbabwean qualified attorney and holds a Master of Laws (Telecommunications) from
the University of Strathclyde and BA and LLB degrees from the University of Cape Town.
Mr Phil Moses – Chief Financial Officer
Mr Moses is the Chief Financial Officer of the Group and a member of the Group’s Board of Directors. Mr Moses became
the Group’s CFO in 2018 and has significant experience in the telecommunications industry, having most recently served as
CFO of Arqiva Group, a UK towers, media, TV and telecoms infrastructure company (“Arqiva”) for five years. Prior to Arqiva,
Mr Moses spent 19 years at BT Group PLC, culminating in his appointment as CFO for BT Openreach. Immediately prior
to joining the Group, Mr Moses served as Interim CFO of London City Airport for 8 months. Mr Moses holds a BSc (Hons)
degree in Mathematics from the University of Warwick and has been a member of the Association of Chartered Certified
Accountants since 1988.
Mr Eric Venpin – Independent Non-Executive Director
Mr Venpin is an Independent Non-Executive Director on our board. He is a fellow member of the Institute of Chartered
Accountants in England and Wales and is currently the Managing Director of The Lins Consulting Ltd and sits on the board
of several companies. Mr Venpin started his career in London, UK, where he was involved in international tax planning and
restructuring. He then became a partner at Deloitte, Mauritius in charge of fiscal services and information technology. He was
also one of the founder members of DTOS Ltd, one of the main service providers in the global business industry. In 2005,
he was appointed as managing director of Mauritian Eagle Insurance Co Ltd, a listed insurance company in Mauritius and a
year later became the chief operating officer of the financial services sector of IBL, one of the largest listed conglomerates in
Mauritius and was in charge of insurance, leasing and global business clusters.
Mr Gaetan Lan Hun Kuen – Independent Non-Executive Director
Gaetan Lan Hun Kuen is an Independent Non-Executive Director on our board. He was Chief Executive Officer of Mauritian
Eagle Insurance Company Limited before holding the position of Chief Finance Officer within IBL Group from 2005 to 2014.
Mr Lan was also Chairman of The Stock Exchange of Mauritius and member of the Financial Services Consultative Council.
Mr Lan became a member of the Institute of Chartered Accountants in England and Wales in 1977 and was made Fellow of
the same Institute in 1982. He also completed an Advanced Management Program at INSEAD, Fontainebleau, France and a
Management Information System Program in Boston, Massachusetts.

Mr Donald H. Gips - Independent Non-Executive Director
Mr Gips is an Independent Non-Executive Director on our board. He is a Principal of Albright Stonebridge Group, a global
strategic advisory and commercial diplomacy firm, also serving as Chair of the U.S.-South Africa Business Council, Senior
Advisor at Blackstone, and outside director on the boards of Zayo, Black Rhino, Nextnav and Omnispace. Over the course of
his career, Mr Gips served as the U.S. Ambassador to South Africa, ran the Office of Presidential Personnel for the Obama
Administration, served in the White House during the Clinton administration, and served as Chief of the International Bureau
at the Federal Communications Commission. In addition, from 1998 to 2008, Mr Gips was group vice president of global
corporate development at Level 3 Communications. He received an MBA from the Yale School of Management, where he
was honored as a Donaldson Fellow, and an undergraduate degree from Harvard University where he was presented with
the Ames Award and the Paul Revere Frothingham Prize.
Mr Hardy Pemhiwa - Non-Independent Non-Executive Director
Mr Pemhiwa is the Group Chief Executive Officer and Managing Director of Econet Global Limited. In addition, he is a director
of several of Econet’s subsidiaries. He is also co-founder and director of Amana Capital Limited, a licensed investment
management Company in Kenya. Mr Pemhiwa received a Bachelor’s degree in Computer Engineering from Queen Mary
College, University of London and holds a Master of Business Administration certificate in Finance from Edinburgh Business
School.
Mr Anil Dua - Non-Independent Non-Executive Director
Mr Dua is currently a Partner of Gateway Partners, a private equity firm focused on Africa, Middle East, South Asia and
Southeast Asia. Prior to Gateway, he was the Chief Executive Officer of Standard Chartered Bank, West Africa, after having
served in a number of senior positions with Standard Chartered Bank, including head of origination and client coverage for
Africa and global head of project export and structured trade finance. Mr Dua has been a non-executive Director at Forte
Oil plc since 2015, and a non-executive Director at African Export-Import Bank since 2010. He holds a Master’s degree in
Economics from Delhi School of Economics.
Mr David R. Wilson - Non-Independent Non-Executive Director
Mr Wilson is a chartered accountant by profession and is currently employed by Royal Bafokeng Holdings (“RBH”) as Head
of Portfolio. He is a director of Royal Bafokeng Platinum Limited, representing RBH and also serves as an alternate director on
the RMH and Rand Merchant Investment Holding Limited boards. Prior to joining RBH, Mr Wilson was a director and Head
of Mergers and Acquisitions for sub-Saharan Africa at Deutsche Bank, South Africa. Before joining Deutsche Bank in 2004,
Mr Wilson was an Associate Director, Corporate Finance at HSBC, South Africa and Vice President, Corporate Finance at ING
Barings, South Africa.
Mr Vassi Naidoo - Senior Independent Director
Mr Naidoo is currently the Chairman of Nedbank Group Limited and Nedbank Limited. He is also a Non-Executive Director
at Old Mutual plc and Old Mutual Group Holdings (SA) (Pty) Ltd. Previously, Mr Naidoo held several leadership roles with
Deloitte, including Vice Chairman of Deloitte UK for five years, deputy managing partner of Deloitte Europe Middle East Africa
region for three years, and Chief Executive Officer of Deloitte Southern Africa for eight years. He is a member of the South
African Institute of Chartered Accountants (SAICA), with an honorary life membership for his contribution to the development
of the profession in South Africa, and a member of the Institute of Chartered Accountants in England and Wales. Mr Naidoo
has a deep experience in the financial services industry.
Ms Cristina Duarte – Independent Director
Ms Duarte has 34 years of experience across the public and private sector, having served Cape Verde as Minister of Finance,
Planning and Public Administration from 2006 to 2016 and having acted as director of a reform program on private sector
development and competitiveness and was a Vice President at Citibank prior to assuming her role in the Ministry of Finance
and Planning. Ms Duarte currently serves many organisations in an advisory capacity, including the United Nations Committee
of Experts on Public Administration, established by the Economic and Social Council (ECOSOC), the United Nations High-
Level Advisory Board on Economic and Social Affairs and President Paul Kagame’s Advisory Committee on African Union
Reforms. Ms Duarte is also currently a visiting research fellow at the University of the Witwatersrand School of Governance
in South Africa.

Dr Omobola Johnson - Independent Director
Dr Johnson is a former Minister of Communication Technology, for the Federal Republic of Nigeria. She served in this
capacity between July 2011 and May 2015, under the Presidency of H.E. Goodluck Jonathan. Prior to serving in a public
sector role, Dr Johnson worked as a consultant with Accenture and Arthur Andersen for 25 years. She began her career with
Arthur Andersen in London in 1985, working on assignments ranging from installing an insurance underwriting system and
serving as Program Manager at the London Stock Exchange during a large trading systems replacement project. In 2000,
she was admitted into the Accenture partnership and assumed responsibilities for the Financial Services practice. In 2005,
she was appointed as Country Managing Director, with responsibility for implementing Accenture’s strategy in Nigeria and
the rest of West Africa. Dr Johnson is currently a Senior Partner at TLCom Capital LLP, a technology-focused venture capital
firm. Dr Johnson has previously served as an Independent Non-Executive Director of Diamond Bank, currently Chairs the
boards of Custodian and Allied Insurance, and Phoenix Africa Development Company, and sits on the Nigeria boards of
FBNQuest Merchant Bank and Guinness Nigeria plc. Since 2001, she is a Founding Chairperson and member of the Board of
Trustees of Women in Management and Business, an NGO whose mission is to elevate the profile and influence of women
in management, business and public service through annual conferences and mentoring programmes. She holds a BSc. in
Electrical and Electronic Engineering from the University of Manchester, an MSc. in Digital Electronics from Kings College
London, and a Doctorate in Business Administration from Cranfield University.
Dr Donald Kaberuka - Independent Director
Dr Kaberuka is chairman, managing partner and co-founder of SouthBridge, a pan-African financial and investment advisory
firm. He also serves as Special Envoy of the African Union on the Peace Fund and Sustainable Financing of the Union. He was
the seventh president of the African Development Bank Group and served as chairman of the African Development Bank’s
board of directors for two successive five year terms between 2005 and 2015. Prior to joining the African Development Bank,
Dr Kaberuka was Finance Minister of Rwanda between 1997 and 2005. He currently serves on the boards of several corporates,
global philanthropic foundations and think tanks, including as a board member of the Centre for Global Development, the
Brookings Institution, Centum Investment Company, and was formerly a Senior Adviser to the global private equity firm, TPG-
Satya, and the Boston Consulting Group (BCG). Dr Kaberuka is an alumnus of the University of Glasgow.
3.2 Management
Mr Ahmad Mokhles – Chief Operations Officer
Mr Mokhles joined Liquid Telecom as our first Group Chief Operating Officer in June 2018 to help drive operational excellence
across the group’s 13 countries of operation. He brings over 20 years of ICT experience to the role, having worked for some
of the Middle East and Africa’s largest telecoms groups, including Orascom, Etisalat, Ooredoo and Airtel Africa. Prior to
joining Liquid Telecom, Mr Mokhles served as COO for Airtel Nigeria for three years. Before that, he served as Executive Vice
President of Consumer and Digital Business for du, overseeing the company’s Smart City business, and has also served as
CCO for Asiacell Iraq, part of Ooredoo Group.
Mr David Eurin - Chief Strategy Officer
Mr Eurin has been the Company’s Chief Strategy Officer since 2013, and is responsible for leading the formulation of the
Group’s commercial strategy. Prior to joining the Company, he was a partner and head of Africa at Analysys Mason, a
management consultancy firm specializing in technology, media and telecommunications. Mr. Eurin has over 15 years of
consulting and management experience in the fixed and mobile telecommunications industries in Europe, North Africa,
the Middle East and Sub-Saharan Africa. He has been listed in Global Telecom Business Magazine’s 50 ‘‘Strategists To
Watch’’ in the telecommunications industry in 2017. He holds a Master’s degree in Business Administration from Collège
des Ingénieurs (France), a Master of Science degree from the University of British Columbia (Canada) and a Master of
Science degree in Applied Science from ENSTA ParisTech (France).
Mr Ben Roberts - Chief Technology Officer
Mr Roberts has been the Company’s Chief Technical Officer since 2006. With over 20 years of experience across technology
design, support, integration and operational management roles, Mr. Roberts led the Group’s networking and product strategy,
expanding its technology base and fiber network across Africa. He previously held a number of positions at Ericsson UK
Limited, Clarent Corporation, Newport Components, and Lotus Cars. Mr. Roberts received a Bachelor of Science with Honors
in Physics from the University of Bristol.

Ms Kate Hennessy – Chief Corporate Development Officer
Ms Hennessy was the Chief Financial Officer of the Company from 2007 to 2018. Following a short break, Ms Hennessy was
appointed as Chief of Corporate Development. Prior to initially joining the Company in 2007, Ms. Hennessy worked for Cable
and Wireless (London) and was as an assistant manager at KPMG Johannesburg, where she spent more than three years in
its auditing and advisory division. Ms. Hennessy has over 20 years of experience in the telecommunications industry in the
United Kingdom and South Africa. She is a chartered accountant in South Africa and holds a Bachelor of Business Science
with Honours from the University of Cape Town.
Ms Michelle Pirie – Chief Human Resources Officer
Ms Pirie is the Company’s Chief Human Resources Officer. She is a registered Industrial Psychologist who holds a Masters
degrees in industrial psychology, Masters in Research Psychology and an MBA from Bond University, Australia. Ms Pirie
has more than 10 years executive responsibility and implementation experience spanning across Africa (South Africa,
Zimbabwe, Ivory Coast, Cameroon, Lesotho, Burundi, Kenya, South-eastern Europe (Kosovo), Western Europe (UK), Central
Asia (Tajikistan), Middle East (Iraq) and UAE (Dubai), USA and Mauritius. Ms Pirie has been involved with the development
of programs for the Social Science Research Unit of the Institute of Education, University of London and has addressed the
South African Parliament regarding the amendment of a Mining Bill.
Miss Helen Marsh – Group Company Secretary
Ms Marsh is the Group Company Secretary, having joined in 2018. She is a Fellow of the Institute of Chartered Secretaries
and Administrators with over 18 years of experience in a listed company environment. Prior to joining the Group, Ms Marsh
was at HSBC where she headed up the team that supported the delivery of HSBC Holdings Board and Committees. She
was previously Deputy Company Secretary at Mitie Group; Company Secretary at Mouchel; Assistant Company Secretary
at Chemring Group; and trained as a Company Secretary at Burnett Swayne (now part of BDO UK). Ms Marsh holds a Post
Graduate Diploma in Business Law from the University of Portsmouth and a Bachelor’s degree in Biochemistry from Cardiff
University.
Mr Karl Delport – Head of Legal
Karl Delport is Group Head of Legal at the Company, and is responsible for ensuring legal and regulatory compliance across
the Group. Mr Delport has worked at Liquid Telecom since 2013 and before then for several years as its external legal advisor.
He has over 18 years’ telecommunications law and commercial experience. Eight of those years have been as in-house legal
counsel and the other ten have been in private legal practice at law firms, including in the telecommunications and technology
teams at the international law firms Bird & Bird and Clifford Chance. Mr Delport was admitted as a solicitor of the Senior
Courts of England and Wales in 2002. He is originally from Zimbabwe and obtained his B.A. and LL.B degrees from Rhodes
University, South Africa.
Mr Willem Marais – Chief Business Development Officer
Mr Marais initially joined the Group in 2015 as CEO for South Africa & Group Managing Executive, before becoming the Group
Chief Business Development Officer in 2017. Prior to joining the Group, Mr Marais served as chief commercial officer at
SEACOM where he led the sales, product, marketing and commercial teams responsible for global customer engagement and
strategic channel development. He also previously held numerous management positions in the information, communications
technology, media and telecoms industries, including with the Siemens Group. Mr. Marais received a Diploma in Business
Management from Damelin South Africa.
Mr Stephane Duproz – Chief Executive Officer, Africa Data Centres
Mr Duproz is the CEO of the Company’s Data Centre business and has worked for over 20 years in the sector, including
over 14 years at TelecityGroup. Prior to joining the Company, worked at Global Switch, where he served as Group Director
for Europe. During his time at TelecityGroup, Mr Duproz was Managing Director of its French subsidiary, establishing the
company as the most profitable data centre operator in the country. Mr Duproz has also served as Chairman of the Board for
the European Data Centre Association (EUDCA), and acted as Vice President Member of the French Data Centre Association
(CESIT).

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