This Circular relates to the following inter-conditional corporate actions proposed by Econet:

1. The voluntary delisting of all 2,992,163,203 ordinary shares of Econet from the Official List of the ZSE, in accordance with the ZSE Listings Requirements, and the subsequent trading of the Company’s shares on the Over-The-Counter platform operated by the VFEX, subject to the application of the floor price;
2. a conditional Exit Offer to shareholders who elect not to remain invested in the Company following the delisting, pursuant to which the Company will acquire the Offer Shares for a single, indivisible consideration of United States Dollars fifty cents (US$0.50) per share, being the aggregate of a cash component and a share component, settled as follows:
   • thirty-four percent (34%), equivalent to approximately United States Dollars seventeen cents (US$0.17) per share, payable in cash, representing Econet’s implied market value determined with reference to the 90-day Volume Weighted Average Price; and
   • sixty-six percent (66%), equivalent to approximately United States Dollars thirty-three cents (US$0.33) per share, settled through the issuance of one (1) Econet InfraCo share for every Econet share tendered, representing the implied valuation of Econet InfraCo as determined by the independent financial advisor.
3. the proposed listing of Econet InfraCo, on the Victoria Falls Stock Exchange (“VFEX”) by way of introduction subject to shareholder approval of the voluntary delisting of Econet from the Official List of the ZSE. Econet InfraCo is a wholly owned subsidiary of the Company that owns real estate, passive telecommunications infrastructure and power assets.

Enclosed in this Circular are the following Documents

1. Notice of Extraordinary General Meeting – Notice is hereby given that an EGM of members of Econet will be held on Thursday, 26 February 2026, at 10:00 hours (Central Africa Time (“CAT”)) to consider and, if deemed fit, approve the resolutions set out in the Notice contained in Annexure B5 to this Circular. Shareholders are referred to the “Action Required by Shareholders” section (commencing on page 8) for guidance on the steps to be taken in relation to the EGM. Attendance may be in person or by electronic means, as further detailed in the Notice.
2. Form of Proxy – A Form of Proxy for use by Certificated Shareholders and Dematerialised Shareholders with own-name registration only, in respect of the EGM, is set out in Annexure B6 to this Circular.
3. Form of Election – A Form of Election, for use by Certificated Shareholders only who elect to dispose of all or part of their Econet shares pursuant to the Exit Offer, is set out in Annexure B7 to this Circular. Shareholders are referred to the section titled “Action Required by Shareholders” (commencing on page 8) for guidance on the steps to be taken in relation to the Exit Offer.

Related documents:

Circular to Econet Wireless Zimbabwe Limited Shareholders (Full)
Circular to Econet Wireless Zimbabwe Limited Shareholders (Abridged)
Notice of EGM to be held on 26 February 2026
Form of Election – Voluntary Delisting of Econet Wireless Zimbabwe Limited and Exit Offer
Proxy Form – EGM to be held on 26 February