The MoMo business, currently operated by MobileMoney Ltd (MML) and
wholly owned by Scancom PLC (MTN Ghana), will be transferred into a new
Ghanaian company called MobileMoney Fintech Ltd (“MMF”), which will
focus exclusively on mobile money and digital financial services. MMF will
no longer be a subsidiary of MTN Ghana, but will instead be owned by MTN
Ghana’s shareholders, namely MTN Group and the non-MTN Group
(minority) shareholders, through a Trust.

The Payment Systems and Services Act, 2019 (Act 987) requires all mobile
money operators, including MML, to have at least 30% Ghanaian ownership.
Beyond ensuring compliance, this restructuring positions the MoMo
business for faster growth, innovation, and long-term value creation for
shareholders.

Your MTN Ghana shareholding remains unchanged. As an MTN Ghana
shareholder, you will also become a beneficiary of the Trust that will own
MobileMoney Fintech Ltd (MMF). Through this Trust, you will enjoy
economic rights (such as dividends) and voting rights on MMF matters.

Shareholders will not be required to make any payment. Once the structure
is approved and completed, all MTN Ghana shareholders automatically
become beneficiaries of the Trust and will enjoy the associated benefits.

The Trust is being created because MMF will initially be a private company,
and under Ghanaian law, a private company cannot have more than 50
shareholders. Since MTN Ghana has over 100,000 shareholders, the Trust
will temporarily hold the MMF shares on behalf of all shareholders until
MMF lists on the Ghana Stock Exchange. This structure ensures that every
shareholder is represented and protected during the transition.

Even though the Trust will hold the shares on your behalf, you will still enjoy all economic rights (such as dividends) and voting rights on MMF matters. However, you cannot sell your MMF interest separately until the company lists. Your MoMo interest remains linked to your MTN Ghana shares until then.

The Trust is an interim arrangement until MMF lists on the Ghana Stock Exchange. Once approved and implemented, shareholders will continue to enjoy full benefits from both MTN Ghana and MMF.

Within 3–5 years, MobileMoney Fintech Ltd (MMF) is expected to list on the Ghana Stock Exchange. When that happens, the Trust will distribute the MMF shares directly to shareholders. You will then be able to hold, trade, or sell them, just like your MTN Ghana shares today. For every 1 MTN Ghana share you hold, you will receive 1 MMF share at no additional cost when the listing occurs.

Your MTN Ghana shares will remain listed and tradable on the Ghana Stock
Exchange throughout this process. Any change in your MTN Ghana
shareholding, whether through a purchase or sale, will automatically reflect
in your beneficial interest in MMF until MMF is listed.

The reorganisation aligns with MTN Group’s Ambition 2025 strategy to grow
digital and financial services across Africa, while meeting Ghana’s localisation requirements.

Your shares will not be diluted. In fact, you gain value for the same investment, as you will eventually hold two shares, MTN Ghana and MMF, for each share you own today.

An Extraordinary General Meeting (EGM) will be held in the coming days for
shareholders to approve the new structure. Those who do not wish to participate will have the opportunity to opt out and trade their MTN Ghana shares at fair market value.

Apart from approving the structure at the EGM, shareholders do not need to fill out any forms or take additional steps to participate. As long as you own MTN Ghana shares, your interest in the Mobile Money business will be automatically protected through the Trust, when this is completed.

For further details, please visit the MTN Ghana website (https://mtn.com.gh)
or contact our Transaction Advisers or the Central Securities Depository
(CSD).

Any additional questions or complex shareholder queries should be directed to the Investor Relations Team or the Transaction Advisers for prompt response.