MTN Group Limited (JSE:MTN)
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20,655
+254 (1.25%)
Apr 24, 2026, 5:00 PM SAST
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AGM 2024

May 24, 2024

Khotso Mokhele
Lead Independent Director, MTN Group

Ladies and gentlemen, I have the pleasure in welcoming you to our 29th annual general meeting of the shareholders of MTN Group Limited. Thank you for taking time to be here with us today. It is always great pleasure to have our shareholders attending the AGM. Our AGM will be held entirely in electronic format, as permitted by section 63(2)(a) of the Companies Act of 2008. Following the success of our previous virtual AGMs, we've worked extensively to ensure that we follow a similar rigorous procedure for this AGM. We're certain that electronic participation will continue to provide us an opportunity to engage constructively, allowing participants to interact with us from anywhere in the world, making it both easy, efficient, and effective.

I'm pleased to introduce the members of the board who are present today. Ms. Noluthando Gosa, Dr. Hamid Akhavan, Ms. Nicky Newton-King, Ms. Sindi Mabaso-Koyana, Mr. Stan Miller, Ms. Nosipho Molope, Dr. Khotso Mokhele, Ms. Tsholofelo Molefe, Mr. Ralph Mupita, Mr. Tim Pennington, Mr. Vincent Rague, and Mr. Nkululeko Sowazi. We have only one apology from Mr. Lamido Sanusi. The Group Company Secretary, Thobeka Sishuba-Bonoyi. I also extend a warm welcome to our group executives, transfer secretaries, external legal advisors, our sponsors, and external auditors who have joined us today. Shareholders can refer to pages 11-12 of the notice of the AGM, which contains a picture and biography of all the directors. Today is an opportunity to interact with the board about the overall management and performance of the company. Where possible, we ask that this be within the limited time we have.

Shareholders' questions and comments pertaining to the proceedings of the meeting today will be addressed during the question and answer session later in the meeting. To enable you to ask questions, a video will be played to guide shareholders on how to... the platform works. The tutorial was sent with a link to all shareholders registered to attend with proxies.

Thobeka Sishuba-Bonoyi
Group Company Secretary, MTN Group

There is no audio in the room.

Khotso Mokhele
Lead Independent Director, MTN Group

Andre, is the video done?

Speaker 4

The video is done, Chair.

Khotso Mokhele
Lead Independent Director, MTN Group

Now that the video has been played, the voting process is open to the effect that shareholders can vote and will be able to amend their vote, their vote during the course of the meeting. Following the conclusion of the Q&A session, voting will be closed. The voting process is open to that, to that effect, the shareholders can vote and amend their vote during the course of the meeting, and following the conclusion of the Q&A, voting will be closed. This allows shareholders an opportunity to vote on resolutions during the proceedings. The results of the votes will be shared thereafter. We shall now proceed with the ordinary business of the meeting.

Having regard to the quorum, I should advise that 15 members are present at this meeting, either personally or by proxy, representing 152,392 ordinary shares, being 0.01% of the ordinary shares in the company. I should also advise that I am holding proxies and letters of representation in respect of 1,560,147,689 ordinary shares, being 82.80% of shares in the company. As the necessary quorum is present, I declare this meeting duly constituted. The notice convening this meeting, as set out in the notice of the AGM booklet, has been sent to all registered shareholders as at the record date of the April 19th 2024, and I shall take the notice as read.

Before we transact with the ordinary business of the meeting, I confirm that the company has ensured that all the provisions of the Companies Act, the JSE Listings Requirements, Memorandum of Incorporation, as well as company's policies in relation to this meeting and the resolutions being passed at this meeting have, have been adhered to. In order to reflect more accurately the views of all members and to comply with the best practice, we will be conducting the voting on all the resolutions proposed at this meeting by way of a poll. Shareholders would have logged into the platform with your pre-arranged username and passwords, which will enable you to submit your votes electronically during the meeting. You would have received shareholders' user guide that explains how the voting platform works.

For those shareholders that have previously submitted proxies, these proxies will be implemented, and no further action is required. At this point, I appoint a representative of transfer secretaries, Computershare, to scrutinize the voting process represented by Verna Ntlou , and would also like to request that a representative of the external auditors of the company certify the results, and I confirm that the representative is in the meeting. We will now proceed to the business of the meeting and voting. You will see all resolutions that are being tabled at this AGM on the screen now. We have 19 ordinary resolutions and 38 special resolutions to be considered at this AGM. Special resolution number 1 has been individually separated and split into 34 individual resolutions. We will now open the voting on all resolutions to be voted on at this meeting.

The voting will stay open until the end of the formal proceedings, at which point I will declare the voting closed on all resolutions and then announce the results of all the resolutions. Kindly indicate your votes by selecting on your voting platform the appropriate choice to make on each of the resolution. We will now continue with the rest of the business of this meeting. I now call upon the Group President and CEO, Ralph Mupita, to give us an update on the business.

Ralph Mupita
Group President and CEO, MTN Group

Thank you, Chair, and good afternoon to all shareholders and stakeholders joining us for this AGM. Let me provide you with an update on our operating context, our Q1 trading update, as well as the priorities that we have for the year that lies ahead. Moving on to the next slide on our operating context. There are several factors that have impacted how we've operated, and many of these factors are, I believe, are ones that are familiar to you. Inflation, the currencies, regulatory developments, energy, power, and geopolitical conditions have been the major macro backdrop issues that we've had to navigate.

If I focus on just three of them, I think the major one has been inflation, and I think it's been encouraging to see that although inflation remains elevated, it has started to trend down, when we look at it relative to prior periods. On the currencies, the major issue that we faced obviously has been exchange rates in our markets, you know, devaluing against the dollar. Specifically, the Naira has devalued since the period end of 2023, which was occasioned by the liberalization of exchange rates in Nigeria, and I'll come back to that. That has been a key factor in our operating context. On the geopolitical and social side, I think, you know, two main call-outs.

We still continue to see geopolitical challenges across some of our markets, particularly those ones that are close to the Sahel. In particular, we've seen the Sudan civil war continuing as its anniversary; it is now over 12 months that that civil war has been ongoing. Just moving on to our Q1 financial results. Within that operating context, just to highlight a few areas. We're pleased that we still continue to see operational commercial momentum across our business, growing subscribers up to 288 million, and seeing very good traffic patterns within our data network, as well as fintech transaction volumes. We saw data traffic growing at 36% year-on-year, and fintech transaction volumes growing at 18%.

On the revenue side, constant currency revenue was up 11.3%, driven by the two main drivers of growth, which is data, where we saw data growing at 20%, and fintech beginning to accelerate and delivering a growth of 25% in the period. On the earnings side, some pressure we've seen on the margin, really driven by Nigeria, where we've seen the currency depreciation and network costs elevated, and we saw our EBITDA margins down 2.5% in the period. We are, however, continuing to remain focused on driving expense efficiencies. We have an expense efficiency target of ZAR 7-8 billion over the next three years and delivered ZAR 430 million during that period. On the balance sheet side, we saw cash generation. Seasonally, we have lower cash generation in the first half.

We still feel confident that we will see the cash-up streaming that we have communicated to the market that we anticipate in the year. And on the balance sheet strength side, we're still seeing the group net debt at 0.5%, and the holdco leverage slightly above our target range of 1.5 at 1.7. So under the macro conditions, a very solid set of results in the first quarter. Just moving on to the next slide. In the near term, we're very focused on resolving the negative equity position that we have in Nigeria. Shareholders will have seen with the Nigeria EGM that was taken up on the thirtieth of April, that we have a five-point plan that we're looking to execute over the near term.

The first is engaging with regulatory authorities around the tariff increase. This is an industry-wide, you know, initiative, not only at MTN, and these engagements are ongoing. The second is focusing on margin recovery, and the expense efficiency initiatives are important in that regard. Then on CapEx, we have a reduced CapEx, but not to the extent that we would see it impacting the network quality. We still feel very comfortable that we have sufficient spectrum radio planning to ensure we maintain our network leadership position. We've continued to reduce the USD exposures, closing out letters of credit. These would have been 243 odd at the end of last year, and they've come down quite substantially.

And the final area is continue to review our tower lease contracts, particularly the ones, you know, with IHS, and those discussions are ongoing. Just moving to our priorities for the year, and which we communicated with our Q1 trading update. These are really around, you know, firstly, sustaining operational momentum. The underlying, you know, structural growth opportunities that we see across our business remain compelling, and we want to sustain this momentum. For South Africa, a focus really on prepaid. The network investment that we've made has paid off. The network availability has been restored, and our network leadership position, you know, has also been reestablished. So, you know, really encouraged by those efforts in South Africa. And in Nigeria, as I mentioned, the priority there is to resolve the negative equity position.

Across our platforms, the priorities, if I pick up on a couple, the first one is really around the fintech ecosystem. You'll have seen that we saw really good growth, off a low base, though, of our advanced services, which we are looking to accelerate and leverage the partnership with Mastercard, you know, particularly around payments, e-commerce and remittances. We're also looking to progress the work around our FibreCo , and we're focused on the east to west link, that will help us improve capacity as well as latency and resilience, you know, over the medium term. On expense and capital efficiencies, I mentioned we have our expense efficiency program, which we're executing against, and we are looking to have a focus on our target contracts, the Nigerian ones being in particular.

Then finally, on the balance sheet, you know, continuing to focus on cash and streaming... and managing the debt profile, looking to reduce dollar-denominated debts, you know, and focus at the holdco level on more ZAR debt. Finally, before I hand over to the chairman, if we look at the final slide on our medium-term guidance. Our medium-term guidance has been largely the same. I would highlight two areas. Nigeria, we have given a single year guidance, where we're looking at service revenue, high 20s to low 30s, as we navigate the current conditions. And that is before any tariff increase. And also on FinTech, we changed the guidance also to high 20s to low 30s. With those remarks, thank you, and I'll pass back to the chairman.

Khotso Mokhele
Lead Independent Director, MTN Group

Thank you, Ralph. We will now proceed to the presentation of audited annual financial statements, directors' report, audit committee report, social, ethics, and sustainability committee report. Consolidated audited annual statements of the company and its subsidiaries, as approved by the board of directors of the company, including the directors' report, the auditors' report, and the external auditors' report for the year ended December 31st 2023, have been distributed as required and are being presented to shareholders. Copies of the integrated report, which contain the abridged version of the annual financial statement, have also been distributed by registered post and by electronic means to shareholders present at this meeting.

The Social, Ethics, and Sustainability Committee report, which details the activities of the committee for the year ended 31 December 2023, has been distributed by registered post and by electronic means to shareholders and is presented to this meeting. All of these reports are also available on the company's website. Are there any questions regarding the business presentation, the annual financial statements, and the reports?

Thobeka Sishuba-Bonoyi
Group Company Secretary, MTN Group

There are no hands, Chair, and there are no questions coming through, Chair.

Khotso Mokhele
Lead Independent Director, MTN Group

So thank you. Thank you very much for your participation. I hope that we have all questions that might arise could still be submitted in some form or shape, and we will actually respond to them in writing in the, in our website, as it were. I would like to remind shareholders who have not completed the vote as yet to please cast your votes now. If you are registered to vote but have not received your voting link via email or SMS, please inform the moderator via the question and answer mechanism. Now is also the final opportunity for any shareholders who wishes to change any unfinalized vote. Andre, are there any shareholders who should still exercise their vote?

Ralph Mupita
Group President and CEO, MTN Group

Chair, all voting has been completed.

Khotso Mokhele
Lead Independent Director, MTN Group

Ladies and gentlemen, we have reached the end of the voting proceedings and are now declared the voting closed. Following a short period for scrutineer to finalize the counting of the votes, we will proceed to display the results for each resolution which has been tabled at this meeting.

Thobeka Sishuba-Bonoyi
Group Company Secretary, MTN Group

Chair, and the members, and the shareholders, the voting, as it's been closed, we are reflecting the voting results on the screen. Shareholders, Chair, and the members of the board, page 1 of the voting results represent Ordinary Resolution number 1.1 to Ordinary Resolution number five. Shareholders have voted in favor of all the resolution, Chair, and the members, and the shareholders. Thank you, Andre. Next page, please. The next page, shareholders and the Chair and the members, Ordinary Resolution number 6 to Special Resolution number 1.13, the resolutions have been voted in favor by the shareholders, Chair, and the members. Thank you very much. If we may proceed to the next page, please.

Page three of the voting results, shareholders, special resolution number 1.14 to special resolution number 1.29, all resolutions, the shareholders have voted in favor with the requisite majority. Thank you, Chair, and the members, and the shareholders. The last page of the voting results reflects special resolution number 1.30 to special resolution number five. All the resolution have been passed with the requisite majority. Chair, and the members, and the shareholders, I would like to reflect that all the resolution that have been presented to the shareholders through the notice of the AGM have been passed with the requisite majority. Thank you, Chair. Over to you.

Khotso Mokhele
Lead Independent Director, MTN Group

Thank you, Thobeka. Ladies and gentlemen, as all the business of the agenda has been dealt with, I now formally close the proceedings of the twenty-ninth annual general meeting of MTN Group Limited. As that concludes our discussions, I would like to take the opportunity to thank you once again for your attendance and urge you to continue to engage on our AGMs. Thank you.

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