If you are in any doubt as to the action you should take in relation to this document you should immediately

consult with your banker, attorney, stockbroker, accountant or other professional advisor.

(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); Mr Craig Fitzgerald (Non- Executive Director); Mr Douglas Mboweni (Executive Director Chief Executive Officer); Mr Roy Chimanikire (Executive Director Finance Director);
Mrs Tracy Mpofu ( Non Executive Director); Mr Krison Chirairo ( Executive Director); Ms Beatrice Mtetwa (Non Executive Director); Mrs Sherree Shereni (Non Executive Director); Mr Godfrey Gomwe (Non Executive Director); and Mr Martin Edge (Non Executive Director).

A B R I DG E D C I RC U L A R TO SH A RE H O LD E R S

This Abridged Circular relates to the proposed capital raise of approximately US$130 Million (the capital raise) by Econet Wireless Zimbabwe Limited through an offer to members of the company, pro rata to their respective existing shareholdings, of 1,082,088,944 ordinary shares plus 263,050,614
Class A Shares at a subscription price of 5.00 US Cents per share, on the basis of circa 82 ordinary shares for every 100 shares already held. Each rights offer share shall be Linked to a redeemable accrual Debenture with a subscription price of 4.665 US Cents at a coupon rate of 5% per annum.
The amount due on both the shares and the Linked Debentures shall be payable in full on acceptance of the offer.
This Abridged version should be read in conjunction with the full Circular to the shareholders of Econet Wireless Zimbabwe Limited (Econet Wireless or the Company) dated 17 January 2017 and the definitions set out therein. The electronic version of the full Circular is available on the Company
website www.econet.co.zw. This Abridged Circular, does not purport to be a prospectus or an offer to sell, or the solicitation of an offer to buy shares in Zimbabwe or in any country other than Zimbabwe.

This Abridged Circular Incorporates

THE NOTICE CONVENING AN EXTRAORDINARY GENERAL MEETING (EGM) TO APPROVE THE CAPITAL RAISE

NOTICE OF AN EXTRAORDINARY GENERAL MEETING

The notice of an Extraordinary General Meeting of the shareholders of Econet Wireless Zimbabwe Limited to be held at 10:00 am on Friday 3 February 2017 at Econet Park, 2 Old Mutare Road, Msasa, Harare is set out at the end of this document. Shareholders are asked to complete and return the
enclosed proxy form in accordance with the instructions printed thereon as soon as possible, but in any event so as to be received by no later than 10:00 am on Wednesday 1 February 2017.
Shareholders will find as part of this Circular a Form of Proxy for use at the Extraordinary General Meeting of the Econet Wireless Zimbabwe Limiteds shareholders. To be valid, a Form of Proxy and any authority under which it is executed, or a copy of the authority certificate notarially executed or in
some other way approved by Econet Wireless Zimbabwe Limited Directors, must be completed and returned in accordance with the instructions printed thereon by post or (during normal business hours only) by hand to the Group Company Secretary of Econet Wireless Zimbabwe Limited or the
Transfer Secretaries, but in any event so as to arrive not less than forty-eight (48) hours before the time for the Extraordinary General Meeting or adjourned meeting at which the person named in the instrument proposes to vote. When you do not wish to attend in person, please complete and
return the Form of Proxy which is part of this document. The completion and return of the Form of Proxy will not prevent you from attending and voting at the meeting or any adjournment thereof, in person if you wish to do so.

Lead - Financial
Advisors

Co-Financial Advisors

Sponsoring Broker

Transfer Secretaries

Reporting Accountants
and Auditors

Receiving Bank

Independent Financial
Advisors

Legal Advisors

Exchange Control
Advisor

Debenture
Trustees

Underwriter

Econet Global Limited

1 INTRODUCTION
The Board of Directors is proposing that, subject to certain conditions precedent, your Company engages in a capital raise of circa
US$130,007,739 by way of a Rights Offer of ordinary shares and Linked Debentures in order to facilitate the servicing of obligations to its
foreign Lenders. Collectively, the Directors proposals will be referred to herein as the capital raise or Rights Offer.
2.
PURPOSE OF THIS CIRCULAR
The purpose of this abridged version of this Circular is to provide information to Shareholders with regard to the proposed capital raise in
order to enable Shareholders to make an informed decision at the Extraordinary General Meeting (EGM). The Notice of the EGM containing
the Resolutions required to implement the Capital Raise is set out at the end of this document.

2.1 The Share Offer
In terms of the Rights Offer, shareholders shall be offered, pro rata to their shareholdings, 1,082,088,944 ordinary shares plus 263,050,614
Class A shares at a subscription price of 5.00 US Cents each on the basis of circa 82 ordinary shares for every 100 shares already held. Each
share shall be Linked to a Redeemable Debenture 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 inclusive of the cumulative interest coupon for the 6 year period. The
subscription price for the Shares and the Debentures shall be payable in full on acceptance of the offer.
Each class of shareholders will be entitled to follow their rights and contribute the capital required pro-rata to their existing shareholding in
Econet Wireless. If a shareholder decides not to follow their rights, the Rights Offer shall be renounceable in terms of the Zimbabwe Stock
Exchange Listings Requirements.

2.2 The Linked Debenture Offer
Each Debenture shall be linked to a Rights Offer share on a ratio of 1:1. Each Debenture shall have an issue price of 4.665 US Cents, a coupon
rate of 5% per annum payable upon redemption, and a redemption value of 6.252 US Cents inclusive of the accumulated interest, and shall
be redeemable after 6 years or earlier as determined by the Company at its absolute discretion. The Linked Debentures shall be issued on an
accrual basis, with no periodic payments of interest but carry embedded value which is realisable upon maturity. It shall not be possible to
subscribe for Rights Offer shares alone without subscribing for the Debentures nor shall it be possible to subscribe for the Debentures alone
without subscribing for the Rights Offer shares. The rest of the terms and conditions of the Debentures are set out in the Debenture Trust
Deed a copy of which shall be available for inspection, provided that in the event of any inconsistency between the terms of the Debenture
Trust Deed and Abridged Circular , the terms of Abridged Circular shall prevail.

2.3 Rationale for a Capital Raise
In recent months it has become clear that there is a critical shortage of foreign currency in the overseas nostro accounts of Zimbabwes
banks, and that the flow of local USD cash that those banks can export to fund their nostro accounts has diminished materially. This
has made it extremely difficult for the Company and its Subsidiaries to service their financial obligations to Lenders and Creditors outside
Zimbabwe. To avoid defaulting on its loan obligations, the Company intends to raise foreign currency from its members by way of a Rights
Offer of shares and Linked Debentures.

2.4 Pricing of the Rights Offer Shares
The Rights Offer shares are priced at a discount to the current trading market price in order to provide an incentive for shareholders to invest
capital in a deflationary and illiquid environment where it is extremely difficult to withdraw cash in United States Dollars, or to make foreign
payments. The Debentures are intended to mitigate the dilutive impact of the Rights Offer.
Both the Rights Offer shares and the Linked Redeemable Debentures have been designed to alleviate the burden on the Company of having
to make mandatory annual foreign currency payments in the short-term, in an illiquid environment where such foreign currency is not
available.
Ernst & Young acting as an Independent Financial Advisor to the Board has issued a fair and reasonableness opinion on the pricing of the
Shares and the Debentures. The opinion is part of the full Circular and is also available for inspection at the Companys registered offices.
2.5 Pricing of Debenture
Shareholders are being given the opportunity to earn a fixed US Dollar return of 5% per annum by subscribing to the Linked Debentures.
The Debentures allow the Company to defer a debt settlement, which is due and payable within the next 12 18 months by a further 4 5
years. This will afford the Company an opportunity to accumulate foreign currency resources to fund the redemption of these Debentures
at maturity. It also provides an important incentive for shareholders to participate in the Rights Offer and the Linked Debentures while
mitigating the dilutive impact of the Rights Offer on those shareholders who may not have access to external US Dollar resources with
which to follow their rights. Subject to the availability of United States Dollars with which to make external payments, it is the opinion of the
Directors that the Company will be able to mobilise sufficient resources over the 6-year period to redeem the Linked Debentures.

2.6 Payment Modalities
It is a condition of the proposed Rights Offer that the members shall follow their rights by paying the subscription price of the
shares and Linked Debentures in United States Dollars directly outside Zimbabwe into the Companys debt service account with
AFREXIM Bank, (the designated account). Payment will be recognised in cleared funds reflecting in the designated account on or
before Wednesday 22 March 2017. AFREXIM Bank is the Security Trustee and Facility Agent, selected by the syndicate of Lenders under the
Companys existing loan facilities and is responsible for receiving and allocating payments to all the Lenders. It is for this reason that AFREXIM
Bank has been selected as the receiving bank in this Rights Offer Proposal.
3
EXCHANGE CONTROL
The Company shall procure the Exchange Control Approvals necessary to:

Keep the Rights Offer proceeds outside Zimbabwe

Utilise the Rights Offer proceeds for the purposes of paying its secured loan obligations
Ensure that the payments received from non-resident shareholders or Underwriter are deemed as foreign currency received in
Zimbabwe through normal banking channels for purposes of the Exchange Control Regulations, and that the securities that the
Company will issue to non-residents pursuant to the Rights Offer be designated non- resident so as to provide any non-resident holder
with full rights of repatriation of Capital, dividend and any interest thereon.
The Company Shall Seek Exchange Control approval for members to follow their rights in compliance with the Exchange Control Regulations.

4
APPLICATION OF PROCEEDS OF THE CAPITAL RAISE
The Board intends to use the proceeds of the Rights Offer, amounting to approximately US$ 130 million to repay all the Companys secured
term loan obligations tabulated below together with the expenses of this Rights Offer. As the debt is being retired in full before its due date,
lenders normally impose prepayment penalties because they will be deprived of the interest that would have been earned over the full term
of the loan instrument. The Company has made an application for the waiver of these penalties and indications so far are that the request
will be favourably considered by the lenders.
The Companys Loan Obligations
Financier
China Development Bank
China Development Bank
Ericsson Credit AB
African Export and Import Bank
Industrial Development Corporation
Total Capital Obligation

Initial
Facility
(US$)
135,000,000
93,000,000
50,562,449
28,000,000
20,000,000

Capital
Balance
(US$)
13,238,648
75,096,719
15,190,091
18,666,667
6,000,000
128,192,125

Effective
Interest rate
(EIR)
6.4%
5.7%
4.4%
9.0%
6.4%

Projected Date
of Last
Payment
12-Apr-17
21-Aug-19
15-Apr-18
05-Jul-17
15-Dec-17

The weighted average interest rate on long-term borrowings for the Company as at 29 February 2016 was 7.1% (2015: 7.3%). In addition to the
all inclusive rate of borrowing of 7.1% the Group pays guarantee fees of 6% per annum to Econet Global Limited for the guarantee provided
on the multi-creditor loan facilities.
5

MECHANICS OF THE CAPITAL RAISE

5.1 The Rights Offer

The terms of the rights offer are as tabulated below.

Rights Offer Shares

Subscription price per Rights Offer Share
Issued and fully paid up shares of US$0.001 each before Rights Offer
Rights Offer Shares available to Ordinary Shareholders
Rights Offer Shares available to Class A Shareholders
Total number of Issued Shares post the Rights Offer
Percentage of enlarged share capital available under the Rights Offer
Gross Rights Offer proceeds (US$)
Debenture Offer
Subscription price per Debenture
Total number of Debentures post subscription
Gross Debenture Offer Proceeds (US$)

ORDINARY
SHARES

CLASS A SHARES

TOTAL

US$0.05
909,318,440
745,822,758
336,266,186
1,991,407,384

US$0.05
730,696,150
263,050,614
993,746,764

US$37,291,138

US$29,965,840

1,640,014,590
745,822,758
599,316,800
2,985,154,148
45%
US$67,256,978

US$0.05
745,822,758
US$34,792,632

US$0.05
599,316,800
US$27,958,129

1,345,139,558
US$62,750,761

Total funds raised

US$72,083,770
US$57,923,969
US$130,007,739


The Rights Offer Shares will rank pari passu in every respect with all existing Econet Wireless shares including the right to receive all dividends
and other distributions thereafter declared, made or paid on the issued share capital of Econet Wireless with effect from the date of issue,
except that the Class A shares shall not be listed on the Zimbabwe Stock Exchange.

5.2 Features of the Debentures

Number of Debentures to be issued
Redemption value per Debenture at
end of the term inclusive of the interest
coupon for the six year period
Subscription price
Gross proceeds
Term
Coupon rate
Coupon payment

1,345,139,558
6.252 US Cents
4.665 US Cents
US$62,750,761
6 years
5% per annum payable on redemption
The Debentures shall be issued on an accrual basis, with the coupon being payable on
redemption.

Redemption

The Debentures shall be redeemable at the end of 6 years from the date of issue, or earlier at the discretion of the Board.
In the case of earlier redemption, the Debentures shall be redeemed at a price determined by adding the cumulative
interest calculated at a coupon rate of 5% per annum and compounded annually up to the date of redemption to the
subscription price.
Security
Unsecured
Tradability
The Debentures shall not be listed on the Zimbabwe Stock Exchange. The transfer of the Debentures from one member to another shall require the approval of the Trustees. A banking institution has been selected to hold the office of
Trustees as they will be required to perform standard Know Your Customer (KYC) verification, which is required under
banking legislation as well as the Money Laundering and Proceeds of Crime Act (Chapter 9:24). Approval of transfer of
the debentures between debenture holders is subject to these standard due diligence procedures.
Other features Each Debenture shall be linked to a Rights Offer Share on a ratio of 1:1. The Debentures shall be automatically delinked
from the Rights Offer Shares immediately after the shares and the Debentures have been issued and allotted. The
subscription price for the Debentures shall be payable on acceptance of the Rights Offer. It shall not be possible to
subscribe for Rights Offer Shares alone without subscribing for the Debentures nor shall it be possible to subscribe for
the Debentures alone without subscribing for the Rights Offer Shares.
6

EFFECTS OF THE CAPITAL RAISE

6.1 Directors and Management

The Rights Offer will not have any impact on the composition of the Board of Directors and the management team. The Directors and
management believe that the proposed Capital Raise is in the best interests of the Company and its Shareholders in that it averts a possible
default by the Company on its foreign, secured loan obligations.
6.2 Shareholders
In the event that Shareholders approve the proposed Rights Offer at the EGM and if all Shareholders follow their rights, there shall be no
change in the shareholding structure of the Company.

6.3 Financial Effects Of The Capital Raise
Reviewed
Unaudited
31 August 2016
31 August 2016
(All amounts in US$ 000)
Pre-transaction
Post-transaction
ASSETS
Property, plant and equipment, intangible assets and goodwill
785,776
785,776
Other non-current assets
48,611
48,611
Deferred taxation
9,136
9,136
Financial instruments - long term
55,019
55,019
Financial instruments - short term
141,888
141,888
Other current assets
6,766
6,766
Cash and cash equivalents
143,134
139,104
Total assets
1,190,330
1,186,300
EQUITY AND LIABILITIES
EQUITY
Share capital
Share premium
Retained earnings
Other reserves
Attributable to equity holders of the parent
Non-controlling interests
Total equity
LIABILITIES
Deferred taxation
Other non-current liabilities
Financial Instruments:
Long-term interest-bearing debt
Short-term interest-bearing debt
Other financial instruments - short term
Other current liabilities
Total liabilities
Total equity and liabilities

1,640
39,124
615,637
3,246
659,647
4,044
663,691

2,985
102,951
614,599
3,246
723,781
4,044
727,825

103,387
3,190
77,585
103,609
210,068
28,800
526,639

104,425
3,190
111,992
210,068
28,800
458,475

1,190,330

1,186,300

Rights Offer

After

6.4 Impact On Share Capital Of Econet Wireless

The impact of the capital raise on the share capital of Econet Wireless is set out below.
Before
Authorised share capital
Ordinary Shares of US$0.001each
Class A Shares of US$0.001 each
Total

2,000,000,000
1,000,000,000
3,000,000,000

Issued share capital

Ordinary Shares of US$0.001 each
Class A Shares of US$0.001 each
Total

909,318,440
730,696,150
1,640,014,590

Authorised but unissued shares

Ordinary Shares of US$0.001 each
Class A Shares of US$0.001each
Total

1,090,681,560
269,303,850
1,359,985,410

Debentures
Issued Debentures of 4.665 US Cents each

2,000,000,000
1,000,000,000
3,000,000,000

1,082,088,944
263,050,614
1,345,139,558

1,991,407,384
993,746,764
2,985,154,148

8,592,616
6,253,236
14,845,852

1,345,139,558

1,345,139,558

7
CONDITIONS PRECEDENT
The following constitute the conditions precedent to the current Rights Offer:

Approval by shareholders of the resolutions at the EGM to be held on Friday 3 February 2017 in terms of the EGM notice

incorporated herein;

Approval by the ZSEs Listings Committee of the listing of the new Econet Wireless ordinary shares to be issued to shareholders who
meet the terms of the Rights Offer as outlined in this Circular;

The Underwriting Agreement entered between Econet Global Limited (EGL) and Econet Wireless remaining in full force and effect;
and

The approval of the Reserve Bank of Zimbabwe for the proceeds of the Rights Offer to be paid by each participating shareholder into
the debt service account held by the Company with AFREXIM Bank outside Zimbabwe and for the proceeds of the Rights Offer to be
applied by the Company to repay its secured loan obligations.

8 UNDERWRITING
The Rights Offer will be fully underwritten by Econet Global Limited. Econet Global Limited is a shareholder of the Company currently
holding 30.02% of the issued share capital of Econet Wireless Zimbabwe Limited. A copy of the Underwriting Agreement is available for
inspection at the registered offices of Econet Wireless Zimbabwe limited.
The Directors have made due and careful enquiry to confirm that the Underwriter is able to meet their commitments in terms of the Rights
Offer. Further particulars of the Underwriter is set out in PART XIII of the full circular.

If you are in any doubt as to the action you should take in relation to this document you should immediately consult with your banker, attorney, stockbroker, accountant or other professional advisor.

(Incorporated in Zimbabwe on 4 August 1998 under Company registration number 7854/98)

ZSE alpha code: ECO ISIN: ZW 000 901 212 2
Directors:
Dr James Myers (Non Executive Chairman); Mr Strive Masiyiwa ( Executive Director); Mr Craig Fitzgerald (Non- Executive Director); Mr Douglas Mboweni (Executive Director Chief Executive Officer); Mr Roy Chimanikire (Executive Director Finance Director);
Mrs Tracy Mpofu ( Non Executive Director); Mr Krison Chirairo ( Executive Director); Ms Beatrice Mtetwa (Non Executive Director); Mrs Sherree Shereni (Non Executive Director); Mr Godfrey Gomwe (Non Executive Director); and Mr Martin Edge (Non Executive Director).

A B R I DG E D C I RC U L A R TO SH A RE H O LD E R S
9
RELATED PARTY STATEMENT
Steward Bank Limited, a wholly owned Subsidiary of Econet Wireless Zimbabwe Limited, has been retained as the Exchange Control Advisor
and will receive a fixed fee of US$40,000 (Forty Thousand United States Dollars) for the services provided in connection with the proposed
capital raise. The Underwriter, EGL is a material security holder by general definition under ZSE Rule 10.1 with a 30.02% shareholding. However
in this Capital Raise, EGL is not contemplated as a contra-party whatsoever but rather as an ordinary shareholder acting in concert with others
in pursuance of their rights that have been offered to all shareholders of the Company on the same terms.
In recognition of the foregoing, the ZSE Rules provide for the exclusion of EGL as a related party under Transactions not regarded as Related
Party Transaction Rule 10.7(c) (ii).
In addition, a fair and reasonable opinion by a professional independent expert has been given as part of this Circular under Rule 10.6(a).
In its role as an Underwriter of this Rights Offer, EGL is also not regarded as a related party for the purposes of Underwriting under Rule 10.7(g).
10 RIGHTS ATTACHING TO SHARES AND DEBENTURES
Save for the fact that the Class A shares shall not be listed on the Zimbabwe Stock Exchange, all the authorised and issued shares will rank
pari passu in every respect and accordingly, no shares have any special right to dividends, capital or profits or any other right, including
redemption rights and rights on liquidation or distribution of capital assets.
Any variation in rights attaching to shares will require the consent of shareholders in a general meeting in accordance with the Companys
Memorandum of Incorporation.
Only such members that are registered in the Companys register on the day when a distribution is declared or on such other day as may be
determined by the Board as the record date for the distribution, will be entitled to receive the distribution so declared.
11 OPTIONS AND PREFERENTIAL RIGHTS IN RESPECT OF THE RIGHTS OFFER SHARES
There are no preferential conversions and/or exchange rights in respect of any of the Rights Offer Share.
No options or preferential rights of any kind was or is proposed to be given to any person to subscribe for the shares of the Company.
There are no contracts or arrangements, either actual or proposed, whereby any option or preferential right of any kind has been or will be
given to any person to subscribe for any shares in the Company.
12 REPAYMENT, REDEMPTION AND PURCHASE OF DEBENTURES
The Debentures shall become redeemable at the redemption value at the end of a period of six years or on an earlier date determined by
the board of the Company at its discretion.
13 CONSEQUENCES OF NOT RAISING ADDITIONAL CAPITAL
In the event that the proposed Rights Offer is not implemented the Company will be faced with the risk of defaulting on its foreign obligations
which could lead to the secured creditors exercising their collateral against the Company and would also damage the Companys future
prospects of accessing international capital markets to finance its business.
14 PROSPECTS
The ongoing foreign currency shortages and general liquidity constraints have made it difficult for customers to spend on goods and
services. The stagnation of the economy and the consequent impact on consumers will continue to put a strain on all businesses operating
in Zimbabwe.
A challenging regulatory environment and the Governments need to raise additional taxes from a shrinking tax base also pose a challenge
to the Companys business.

In spite of these challenging operating circumstances, the Company continues to tailor its products and services to remain relevant to
its customers, understanding that they are under financial strain and so are demanding even greater value for money. Consequently, the
Company will continue to review its product pricing, bundle composition, marketing and selling strategies to offer solutions based on clearly
understood customer segments and markets. The Board and management continue to seek cost efficiencies, wherever possible, in order to
deliver a lean and agile operation.

The Companys operating model remains the foundation on which it will deliver sustainable performance in the future. Through relentlessly
pursuing innovation, the Company will continue to roll out products and services that are customer centric and technologically relevant.
15 DOCUMENTS AVAILABLE FOR INSPECTION
The following documents or copies thereof are available for inspection at the registered office of Econet Wireless during normal business
hours:
Memorandum and Articles of Association of the Econet Wireless;
The Audited financial statements of Econet Wireless for the years ended February 2013, 2014, 2015 and 2016;
Notice of Shareholders Meeting;
The experts consents;
Underwriting Agreement;
The original copy of the signed full circular to shareholders;
The Debentures Trust Deed; and
Accounting policies

16 LISTING ON THE ZSE
It is not the desire of the Company to delist from the Zimbabwe Stock Exchange. Should the underwriter hold 35% or more of the issued
share capital of the Company after it takes up the unsubscribed shares pursuant to the Rights Offer, the underwriter shall either make an offer
of its shareholding to minorities in accordance with Part 9 of the listing rules within six (6) months or seek an exemption.
17 DIVIDENDS
The Rights Offer Shares issued in accordance with the Rights Offer will be issued as fully paid and will rank pari passu from the date of issue
with the other shares of the Company.

18 FRACTIONAL RIGHTS
Only whole numbers of Rights Offer shares will be issues and qualifying shareholders will be entitles to subscribe for rounded numbers of
Rights offer shares once the ratio of entitlement has been applies. Fractional rights of 0.5 or greater will be rounded up and fractional rights
of less than 0.5 will be rounded down.
19 STATEMENT OF INDEBTEDNESS
19.1 Borrowing Powers
In terms of the existing Articles of Association, the Directors shall be entitled to exercise all the powers of the Company including , to borrow
money and to mortgage or change all or any of its undertaking, property, assets (present and future) and uncalled capital, and, subject to
the provisions of the statutes, to create and issue Debenture and other loan stock, and to borrow from time to time, to secure payment for
the purpose of the Company and Debentures and other securities, whether outright as collateral security for any debt, liability or obligation
of the Company or of any third party. Provided that the amount of the loan liabilities outstanding at any one time shall not, without the
authority of an ordinary resolution of the members, exceed two hundred percent of the aggregate of:
a) The issued share capital and share premium
b) The total of distributable and non-distributable reserves.
As at the last Practicable Date, Econet had not exceeded its borrowing limits.

19.2 Borrowings
Details of these Agreements are set out in the schedule The Company Loan Obligations in section 4 of this Abridged Circular.
All other contracts were entered into in the normal course of business.

19.3 Solvency, Liquidity and working capital statement
The Directors are of the opinion that the working capital (including the amount to be raised in pursuance of this issue) is adequate for the
purposes of the business of the Company and of its subsidiaries for at least the next 12 months.

20 LITIGATION
The Directors of the Company hereby confirm that they aware of legal proceedings involving the Company. However, it is the opinion of the
Companys lawyers that although the amounts involved in some of the legal cases are significant, the Companys prospects of success are
good and it is highly unlikely that the cases outcome will have a material or adverse effect on the Capital Raise contemplated in this Circular
or on the prospects of the Company at large.

The Company is regularly subject to an evaluation by tax authorities on its direct and indirect tax filings. The consequence of such reviews
is that disagreements can arise with tax authorities over the interpretation or application of certain tax rules applicable to the Companys
business. Such disagreements may not necessarily be resolved in a manner that is favourable to the Company. Additionally, the resolution of
the disputes could result in an obligation to the Company.

21 SIGNIFICANT CONTRACTS
Save for the underwriting agreement between Econet Global Limited and the Company, dated 21 December 2016, no material contracts
have been entered into by the Company or its subsidiaries, other than in the normal course of business.

22 MATERIAL CHANGES
Saved as disclosed in this Abridged Circular, there have been no material changes in the financial or trading position of the Company since
the last publication date of its Full Year Financial Results.
23 EXPERTS AND OTHER CONSENTS
Each of the advisors, whose names appear in the Corporate Information and Advisors section of the Full Circular have consented and have
not, prior to the date of publication of this circular withdrawn their written consent to the inclusion of their names and, where applicable,
reports in the form and context in which they appear in Abridged Circular or the Full Circular.

24 DIRECTORS RESPONSIBILITY STATEMENT
The Directors whose names are given below, collectively and individually accept full responsibility for the accuracy of the information given,
and certify that to the best of their knowledge and belief there are no other facts the omission of which would make any statement false or
misleading, and that they made all reasonable inquiries to ascertain such facts.
The Directors also confirm that this Abridged 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 an informed assessment of the assets and liabilities, financial position, profits and losses and prospects of Econet Wireless
Zimbabwe Limited and of the rights attaching to the securities to which the Abridged Circular relates.
All the Directors of the Company signed on original circular available for inspection at the Companys offices.

25
IMPORTANT DATES AND TIMES
The following timetable spells out expected dates only and may be subject to change. Any significant changes to this timetable shall be
announced.
Event
Press Announcement in the form of an Abridged version of the Rights Offer Circular incorporating
the EGM notice and the Rights Offer time table
Rights Offer Circular posted to shareholders
Last day for receipt of proxies for the general meeting by 10:00 am
EGM to be held at 10:00am. The Rights Offer to be approved by members subject to Exchange
Control Approval.
Submission of EGM Shareholder Approvals as directed by Exchange Control for purposes of obtaining final Exchange Control Approval.
Last day to register for participation in the Rights Offer

Date
Tuesday 17 January 2017

Securities listed ex rights

Monday 13 February 2017

Last day for receipt of postal registrations

Wednesday 15 February 2017

Date of expected receipt of Exchange Control Approval

Friday 17 February 2017

Record date

Friday 17 February 2017

Rights Offer Opens

Monday 20 February 2017

Letters of Allocation listed

Monday, 20 February 2017

Last day for dealing in Letters of Allocation

Wednesday, 8 March 2017

Last day for splitting Letters of Allocation (14h30).

Thursday, 9 March 2017

Rights Offer closes (14h30) (earliest date).

Friday, 10 March 2017

Securities listed

Monday, 20 March 2017

Date of receipt of Rights Offer proceeds

Wednesday, 22 March 2017

Publication of the Rights Offer results

Monday 27 March 2017

NOTICE OF EXTRAORDINARY GENERAL MEETING

Friday 20 January 2017

Wednesday 1 February 2017
Friday 3 February 2017
Monday 6 February 2017
Friday 10 February 2017

Econet Wireless Zimbabwe Limited

2 Old Mutare Road
Harare, Zimbabwe

In terms of the Companys 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 3rd of February 2017 at 2 Old Mutare Road, Msasa,
Harare to consider, and, if deemed fit, to pass, with or without modification, the following ordinary resolution.
As an Ordinary Resolution:
1.
That, the Directors of the Company be and hereby authorised to issue 1,082,088,944 ordinary shares plus
263,050,614 Class A shares at a subscription price of US 5 Cents each on the basis of circa 82 ordinary shares
for every 100 shares already held to such shareholders or their renouncees as may subscribe for them, or to
the Underwriter as the case maybe.
2.

That, the Directors be and hereby authorised to issue and allot 1,345,139,558 Debentures out of the stock
of the Company at an issue price of 4.665 US Cents with a coupon of 5% per annum payable on redemption
at the redemption date that is six (6) years from the date of issue at the redemption value of 6.252 US Cents
inclusive of interest.

3.

That, each Debenture shall be linked to each Rights Offer share at the time of subscription but should be
automatically delinked upon issuing and allotment to enable the Debentures and shares to be tradeable
independent of each other.

4.

That, the Debenture shall be freely tradeable provided that the transfer of the Debenture from one holder to
a subsequent holder shall require the approval of the Debenture Trustee appointed by the Company.

5.

That, the Directors of the Company be and hereby authorised to issue renounceable letters of Allocation
which shall be tradeable as nil paid Rights with respect to the Rights Offer Shares to be listed on the Zimbabwe
Stock Exchange.

6.

That the Directors be and hereby authorised to use the entire Rights Offer and Debenture offer proceeds to
pay off the foreign debt set out in the Circular dated 17 January 2017.

By Order of the Board

Econet Wireless Zimbabwe Limited
C.A. Banda
Group Company Secretary
Date: 17 January 2017

PROXY FORM EXTRAORDINARY GENERAL MEETING

Econet Wireless Zimbabwe Limited
2 Old Mutare Road
Harare, Zimbabwe
I/We ofbeing the registered holders of
.... Ordinary 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 which shall be held at 2 Old Mutare Road, Msasa, Harare 10:00 am on Friday
3rd of February 2017 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 initial
response should be signed for.
In Favour
Not in
Abstention
favour

As an Ordinary Resolution 1:
That, the Directors of the Company be and hereby authorised to issue 1,082,088,944
ordinary shares plus 263,050,614 Class A shares at a subscription price of US 5 Cents
each on the basis of circa 82 ordinary shares for every 100 shares already held to such
shareholders or their renouncees as may subscribe for them, or to the Underwriter as
the case maybe.
As an Ordinary Resolution 2:
That, the Directors be and hereby authorised to issue and allot 1,345,139,558
Debentures out of the stock of the Company at an issue price of 4.665 US Cents with
a coupon of 5% per annum payable on redemption at the redemption date that is six
(6) years from the date of issue at the redemption value of 6.252 US Cents inclusive of
interest.
As an Ordinary Resolution 3:
That, each Debenture shall be linked to each Rights Offer share at the time of
subscription but should be automatically delinked upon issuing and allotment to
enable the Debentures and shares to be tradeable independent of each other.
As an Ordinary Resolution 4:
That, the Debenture shall be freely tradeable provided that the transfer of the
Debenture from one holder to a subsequent holder shall require the approval of the
Debenture Trustee appointed by the Company.
As an Ordinary Resolution 5:
That, the Directors of the Company be and hereby authorised to issue renounceable
letters of Allocation which shall be tradeable as nil paid Rights with respect to the
Rights Offer Shares to be listed on the Zimbabwe Stock Exchange.
As an Ordinary Resolution 6:
That the Directors be and hereby authorised to use the entire Rights Offer and
Debenture offer proceeds to pay off the foreign debt set out in the Circular dated 17
January 2017.
Signature of Shareholder
NOTES:
1. Shareholders may insert the name of a proxy or the name of two alternative proxies of the shareholders 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 Companys extraordinary General meeting.
3. Forms of proxy must be lodged at or posted to be received at the registered office of the Group 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 therefor 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.