NOTICE OF THE 2023 ANNUAL GENERAL MEETING OF SHAREHOLDERS

Notice is hereby given that the 3^rd Annual General Meeting of Shareholders of MTN Rwandacell Plc will be held on Friday, 23 June 2023, as a virtual meeting, starting 14:00 (CAT) to transact the following business and, if thought fit, pass Resolutions 1 to 4 as ordinary resolutions.

A. ORDINARY BUSINESS

1) To receive, consider and if thought fit, adopt the Integrated Annual Report including the Chairperson, Chief Executive Officer and Chief Financial Officer’s Statements, and the signed Audited Financial Statements for the year ended 31 December 2022 together with the Directors’ and Independent Auditors’ reports thereon;

2) To declare a final dividend for the year ended 31 December 2022 of Rwf 7.04 per share totaling Rwf 9,512,100,616(Nine Billion, Five Hundred Twelve Million, One Hundred Thousand Six Hundred and Sixteen Rwandese Francs)only;

3) Election of Directors

3.1 To submit the following Directors for re-election:

i) Faustin K Mbundu

ii) Karabo Nondumo

iii) Adriaan Wessels

iv) Michael Fleischer

v) Julien Kavaruganda

vi) Yolanda Cuba

vii) Mapula Bodibe (appointed through Shareholder resolution on 1 September 2022)

viii) Mark Nkurunziza

4) To consider and approve appointment of Ernst and Young Rwanda Limited as the Company External Auditors and to authorize the board to fix their remuneration; and

5) Any other business of which notice will have been duly received.

DATED THIS 30 May 2023

By order of the Board

MTN Rwandacell Plc

Sharon Mazimhaka

Company Secretary

NOTES

1. Virtual Attendance, Accessing and Voting

The Annual General Meeting of Shareholders will be attended virtually, and attendance shall be by online participation. Details of accessing and voting within the virtual medium to participate in the AGM will be communicated directly to all the shareholders within the notice period.

2. Proxy

A member entitled to attend and vote at the meeting and who is unable to attend is entitled to appoint a proxy to attend and vote on his or her behalf. A proxy need not be a member of the Company.

To be valid, a proxy form attached at the end of this notice must be duly completed by the member and lodged with our registrars BK Capital KN 4 Ave, Street Ground Floor, Bank of Kigali Building P.O Box 175 Kigali, Rwanda or by email to (bkcapital@bk.rw & investorrelations.rw@mtn.com) not later than 10.00 a.m. (CAT) on the 21 June 2023, failing which it will be invalid. In the case of a corporate body the proxy must be under its common seal.

3. Audited Financial Statements for year ending December 31^st, 2022

Pursuant to the Law Governing Companies no4 of 08/02/2021, Article 88, the Directors must disclose to the Shareholders at the Annual General Meeting, the Financial Statements, alongside a Director’s Report and Auditor’s report of the financial statements for the year ending December 31^st, 2022.

The Shareholders are required to receive and consider the audited and signed financial statements, together with the Director’s Report and Auditor’s report, for the year ending December 31^st 2022.

The electronic version of the Integrated Annual Report and audited financial statements are available

online for viewing and download from our website atwww.mtn.co.rw/investors

4. Integrated Annual Report 2022

Pursuant to the Law Governing Companies no4 of 08/02/2021, Articles 164 and 165, the Directors must disclose to the Shareholders at the Annual General meeting, the total compensation received by Directors and the other Directorships held by the Directors in the past five (5) years, working experience and occupations, respectively. These disclosures are included in the MTN Rwandacell PLC Annual Integrated Report 2022.

The Shareholders are required to receive and consider the Integrated Annual Report 2022.

5. Dividend Payment

The Dividend will be paid out on 26 June 2023, subject to Shareholder approval, to those shareholders recorded in the Share Register as of 09 June, 2023.

MTN RWANDACELL PLC PROXY FORM

I/We ______________________________________________________________CSD A/C No______

of (address) ______________________________________________________ being member(s) of MTN RWANDACELL PLC, and holding _______________ ordinary shares, hereby appoint:

________________________________________________________________________________________

of (address) _____________________________________________________________ or, failing him/her, the duly appointed Chairman of the meeting to be my/our proxy, to vote on my/our behalf at the Annual General Meeting (“AGM”) of the Company to be held on Friday, 23 June 2023 at 2pm (CAT), or at any adjournment thereof.

As witness to my/our hands this __________ day of ________________________ 2023

Signature(s) _________________________________________________________________________

NOTES

1. A member entitled to attend and vote at the meeting and who is unable to attend is entitled to appoint a proxy to attend and vote on his or her behalf. A proxy need not be a member of the Company.

2. To be valid, this proxy form must be duly completed by the member and lodged with our registrars BK Capital KN 4 Ave, Street Ground Floor, Bank of Kigali Building P.O Box 175 Kigali, Rwanda or by email to BK Capital (bkcapital@bk.rw) or to the Company Secretary at MTN Rwandacell PLC (investorrelations.rw@mtn.com) not later than 10.00 a.m. on the 21 June 2023, failing which it will be invalid.

3. This proxy form must be in writing and in the case of an individual shall be signed by the shareholder or by his/her attorney, and in the case of a corporate body the proxy must be under its common seal or signed by its attorney or by an officer of the corporation.

NB: The details of accessing the virtual medium to participate in the AGM will be communicated directly to all the shareholders within the notice period.