MTN Nigeria Communications PLC (NGX:MTNN)
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820.00
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At close: Apr 24, 2026
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AGM 2025

Apr 30, 2025

Operator

Welcome, ladies and gentlemen. We appreciate your attention as we go through a few health and safety guidelines. For your well-being and comfort, please note there is no smoking in this hall. For your convenience, the restrooms are located by the security post at the entrance to the floor. This hall is equipped with nine emergency exits. The muster point is located by the jetty under the bridge. In the unlikely event of a fire, please do not panic. Call the attention of any of our officials and sound the fire alarm to notify others. Evacuate the hall using the nearest exit. Do not use the lift. Get to the muster point and wait for further instructions. Do not take risks or return to the hall for any reason until authorized to do so. Emergency medical support is in place, and our hosts are on hand to assist as needed. Watch out for trip hazards, and please be safety conscious while you move around. If you have any questions, please do not hesitate to ask one of our hosts and report any incident to the MTN control room at 0803-200-1630. Thank you for your time and attention, and do have a lovely day.

Please rise for the national anthem.

Nigeria, we hail thee our own dear native land. Your tribes and tongues may differ in brotherhood we stand. Nigeria's honored princess of sovereign motherland.

Ernest Ndukwe
Chairman, MTN Nigeria Communications PLC

Distinguished ladies and gentlemen, it is with great pleasure that I welcome you to the annual general meeting of our company, MTN Nigeria Communications PLC. Section 240, subsection 2 of the Companies and Allied Matters Act, 2020, as amended, allows companies to hold their general meetings virtually. Clause 19 of the Articles of Association of the company also provides for a virtual meeting of shareholders. We have provided virtual access and streaming services to ensure that shareholders and directors can participate in this meeting. The registrar has circulated the link to shareholders who have provided email addresses. The link can also be found on our website. I request that all participants remain muted for the duration of the meeting, except when called upon to speak. The quorum required by Article 16 of the company's articles is shareholders holding 75% of the shareholding in the company present in person or by proxy, or if a shareholder is a company duly represented. I hereby request that the registrar present the proxy report. Mrs. Mary Adeleye, please.

Mary Arit Adeleye
Head of Client Services, Coronation Registrars Limited

Good morning, Mr. Chairman, directors, regulatory officers present, and esteemed shareholders. My name is Mary Adeleye, and I represent Coronation Registrars Limited, the registrars to MTN Nigeria Communications PLC. We confirm that at the start of this meeting, we have 217 shareholders joining us virtually and 21 shareholders represented by proxy, and this represents 84.37% of the capital of the company's issued share capital. With this information, we hereby confirm that a quorum has been formed. Thank you, Mr. Chairman.

Ernest Ndukwe
Chairman, MTN Nigeria Communications PLC

Thank you, Mrs. Adeleye. The meeting is therefore duly convened and properly constituted. Accordingly, I hereby declare the meeting open. Distinguished shareholders, Dr. Pascal Dozie, our founding chairman, passed on on April 8, 2025. I would like us all to rise and observe a moment's silence in honor of Dr. Dozie. May his noble soul rest in peace.

As we proceed to the formal aspect of this meeting, I wish to inform our esteemed shareholders that the notice was published in the Business Day and the Nation newspapers on the 9th of April, 2025. The electronic version of the annual report was also circulated via email to shareholders who provided their email addresses to the company's registrar. In addition, SMS notifications were sent to shareholders whose phone numbers are in the records. It is also available online for viewing and can be downloaded from our website at mtnonline.com. and on the registrar's self-service platform, the Shareholder Live by Coronation. We urge shareholders to ensure that their current contact details are provided to Coronation Registrars Limited. Esteemed shareholders, I wish to introduce members of the Board of Directors of MTN Nigeria Communications PLC.

The biographical details of all directors can be found on pages 90 to 98 of the annual report. Some are seated here, while others are joining us online. First, I introduce our Managing Director and Chief Executive Officer, Dr. Karl Toriola. Next, our CFO, Mr. Modupe Kadri. Mr. Mohammed K. Ahmed, Independent Non-Executive Director. Mr. Michael Ajukwu, Independent Non-Executive Director, who joins online. Mrs. Eyitope Kola-Oyeneyin, Independent Non-Executive Director. Mr. Udemezuo Nwuneli, Independent Non-Executive Director. Mr. Andrew Alli, Non-Executive Director. Dr. Omobola Johnson, Non-Executive Director. Dr. Abubakar B. Mahmoud, Non-Executive Director. Mr. Tsholofelo Molefe, Non-Executive Director. Mr. Ralph Mupita, Non-Executive Director. Mrs. Ifueko Omoigui Okauru, Non-Executive Director. Mr. Timothy Pennington, Non-Executive Director. Mr. Jens Schulte-Bockum, Non-Executive Director. Mr. Ferdinand Moolman, Non-Executive Director. And Dr. Ernest Ndukwe, the chairman of your company. To my left is Mrs. Uto Ukpanah, our company secretary.

We have also representatives on the Statutory Audit Committee who are also present at this meeting. We have Mr. Nona Awoh, Mrs. Josephine Ewitat, and Colonel Peters, who is still to become. His author is joining virtually. The firm of Ernst & Young, our external auditor, is represented by Mrs. Funmi Gbogun. Mr. Sorry. Mr. Gbogun. You see here? It's online? Okay. And Mr. Suryakant Alani, also online. Our registrar, Coronation Registrars Limited, is represented by Mrs. Mary Adewale, who I believe introduced earlier. The firm of PricewaterhouseCoopers, PWC, Independent Consultant on Board Evaluation, is represented by Ms. Uduchi Moagilim and Ms. Temilola Addo. We also have representatives of the Nigerian Communications Commission, Securities and Exchange Commission, Corporate Affairs Commission, and the Nigerian Exchange Limited in addendums. Here with us is Mrs. Tizua White of the Nigerian Communications Commission. Mr. Graham Omenka. It's online. Ms. Brenda Duke of the Nigerian Exchange Limited online. Mr. Abdul Razak Shehu of the Corporate Affairs Commission, also online. Please be informed that the information on directors' shareholding is available on page 131 of the annual report. The record of directors' attendance at meetings can be found on pages 109 to 112 of the annual report. I now call on the Company Secretary to read the notice of the meeting. Mrs. Ukpanah, please.

Uto Ukpanah
Company Secretary, MTN Nigeria Communications Plc

Thank you, Mr. Chairman. The notice of annual general meeting. Notice is hereby given that the annual general meeting of MTN Nigeria Communications PLC, the company, will hold virtually via the link provided on Wednesday, 30th April 2025, at 11:00 A.M. to transact the following business. One, to lay before the members of the company the audited financial statements of the company for the financial year ended 31st December 2024, and the reports of the directors, auditors, board evaluation consultant, and the audit committee thereof. Two, to elect the following directors who were appointed by the board of directors since the last annual general meeting of the company. Mrs. Eyitope Kola-Oyeneyin, Independent Non-Executive Director. Mr. Udemezuo Nwuneli, Independent Non-Executive Director. Mr. Timothy Pennington, Non-Executive Director. Three, to re-elect the following directors retiring by rotation. Mr. Andrew Alli, Mr. Michael Ajukwu, Dr. Omobola Johnson, Mr. Abubakar B. Mahmoud SAN OON. Mr.

Ferdinand Moolman. Four, to authorize the directors to fix the remuneration of the auditors of the company. Five, to disclose the remuneration of managers of the company. Six, to elect members of the Statutory Audit Committee. B. Special business. To consider and if fit to pass the following as an ordinary resolution of the company. Seven, that a general mandate be given—excuse me—that a general mandate be given to the company to enter into recurrent transactions with related parties for the company's day-to-day operations, including without limitation, the procurement of goods and services on normal commercial terms, and the indemnification of directors, whether directly by the company or by obtaining appropriate insurance in accordance with the company's articles, in compliance with the Nigerian Exchange Limited, NGX, rules governing transactions with related parties or interested persons and other applicable Nigerian statutory and/or regulatory requirements.

The directors be and are hereby authorized to take all steps and do all acts necessary to give effect to this resolution. I crave your indulgence to take the notes as read. This notice is dated the 7th day of April 2025 by order of the board signed by me, Uto Ukpanah, Company Secretary. My FRC number is reflected. Thank you very much, Mr. Chairman.

Ernest Ndukwe
Chairman, MTN Nigeria Communications PLC

Thank you, Mrs. Ukpana. Voting on items on the agenda at this meeting will be by poll. Except for item six, distinguished shareholders, I request your consent that agenda item six, which deals with the election of members to the Statutory Audit Committee, be taken after agenda item seven. There have been no objections. We'll take item six after agenda item number seven. Esteemed shareholders, please indicate your intention to speak by showing your virtual hands. If called upon to speak, turn on your camera or mute yourself and speak clearly, stating your name. We now proceed with item one on the agenda, which is to present the audited financial statement for the year ended December 31, 2024, and the reports of the directors, auditors, the board evaluation consultants, and the audit committee thereon. I now call on Mr. Funmi Ogunlowo of Ernst & Young to present the auditor's report on the financial statements of the company.

Funmi Ogunlowo
Company Representative, EY

Mr. Chairman. Good morning, distinguished shareholders and members of the board of directors of MTN Nigeria Communications PLC. My name is Funmi Ogunlowo, and I have with me virtually Mr. Suryakant Alani, who is the second partner on the engagement. The auditor's report is on page 140 of the financial report. Mr. Chairman, I will crave your indulgence to allow me to read the summarized version of the opinion in order to save the time of the AG.

Ernest Ndukwe
Chairman, MTN Nigeria Communications PLC

Please go ahead.

Funmi Ogunlowo
Company Representative, EY

Thank you, sir. I read. To the members of MTN Nigeria Communications PLC, report on the audit of the consolidated and separate financial statements. We have audited the consolidated and separate financial statements of MTN Nigeria Communications PLC, the company, and its subsidiaries, together the group, which comprised the consolidated and separate statement of financial position as of 31st December 2024, and the consolidated and separate statement of profit or loss and other comprehensive income, the consolidated and separate statement of changes in equity, and the consolidated and separate statement of cash flows for the year ended, and notes to the consolidated and separate financial statements, including material accounting policy information.

In our opinion, the accompanying consolidated and separate financial statements give a true and fair view of the consolidated and separate financial position of the group and the company as of 31 December 2024, and its consolidated and separate financial performance and consolidated and separate cash flows for the year they ended in accordance with IFRS accounting standards as issued by the International Accounting Standards Board, the provisions of the Companies and Allied Matters Act 2020, and in compliance with the Financial Reporting Council of Nigeria Amendment Act of 2023. Basis for opinion. We conducted our audits in accordance with international standards on auditing. Our responsibilities under those standards are further described in the auditor's responsibilities for the audit of the consolidated and separate financial statements section of our report.

We are independent of the group and the company in accordance with the International Ethics Standards Board for Accountants International Code of Ethics for Professional Accountants, including International Independent Standards, ISBA Code, together with the ethical requirements that are relevant to our audit of the consolidated and separate financial statements in Nigeria. We have fulfilled our other ethical responsibilities in accordance with these requirements and the IESBA Code . We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. I will now proceed to the conclusive part of the report. Report on other legal and regulatory requirements.

In accordance with the requirement of the fifth schedule of the Companies and Allied Matters Act 2020, we confirm that, one, we have obtained all the information and explanations which, to the best of our knowledge and belief, were necessary for the purpose of our audits. Two, in our opinion, proper books of accounts have been kept by the group and company insofar as it appears from our examination of those books. Three, the consolidated and separate statement of financial position, the consolidated and separate statement of profit or loss and other comprehensive income are in agreement with the books of accounts. Four, in our opinion, the consolidated and separate financial statements have been prepared in accordance with the provisions of the Companies and Allied Matters Act 2020, so as to give a true and fair view of the state of affairs and financial performance of the company and its subsidiaries.

In accordance with the requirement of the Financial Reporting Council of Nigeria FRC guidance on assurance engagement report on internal control over financial reporting, we performed a limited assurance engagement and reported on management assessment of the company's internal control over financial reporting as of 31st of December 2024. The work performed was done in accordance with the international standard for assurance engagements other than audit or reviews of historical financial information, ISA 3000 revised, and FRC guidance on assurance engagement report on internal control over financial reporting. We have issued a non-modified conclusion in our report dated 27th of February 2025. That report is included on page 138 to 139 of this report. This opinion is signed by my good self, Funmi Ogunlowo, FCA, on behalf of Ernst & Young, Nigeria, and is dated 27th of February 2025. Thank you, Mr. Chairman.

Ernest Ndukwe
Chairman, MTN Nigeria Communications PLC

Thank you very much, Mr. Ogunlowo . I will now invite Mr. Nornah Awoh, the Chairman of the Statutory Audit Committee, to read the audit committee's report, which can be found on page 136 of the annual report.

Nornah Awoh
Company Representative, Statutory Audit Committee

Thank you, Mr. Chairman. Members of the board, very distinguished fellow shareholders. Like the chairman has indicated, the account is on page 136, and I hereby read to the members of MTN Nigeria Communications PLC, in accordance with the provisions of section 404, subsection 7 of Companies and Allied Matters Act, 2020, the members of the committee, which is the Statutory Audit Committee of MTN Nigeria PLC, hereby reports as follows. We have exercised our committees. We are also of the opinion that the account and reporting policies of the group are in accordance with legal requirements and agreed ethical practices. The scope and planning of both the external and internal audits of the year ended 31st December 2024, we are satisfactory and reinforce the group's internal control systems.

We also considered the external auditor's management letter for the year ended 2024, and are satisfied with management responses to the external auditor's recommendations and that management has taken appropriate steps to address the issues raised by the auditor. The external auditors confirm that they received the necessary cooperation from management in the course of their statutory audit and that the scope of their work was not restricted in any way. Members of the committee for the year 2024 are as follows. With the permission of the chair, I will also request that members take a stand once they are mentioned for recognition. I'll start with board representative. We have Madame Ifueko Omoigui Okauru representing the board. We also have Mr. Mohammed K. Ahmed also representing the board. You may be seated, madam.

Because of the change on the side of the board, we had also had a member representing the board who left in the course of the year. That's a real one. On the side of the shareholders, we have Cornell Peters, who is unabsorbably absent, and we also have Josephine Ewitat. My humble self, Nornah Awoh, as chairman, and also Julie signed the report on behalf of the committee dated 27th of February 2025. Thank you, Mr. Chair.

Ernest Ndukwe
Chairman, MTN Nigeria Communications PLC

Thank you, Mr. Nona Awoh. Esteemed shareholders, with your permission, the director's report, which can be found on pages 130 to 133 of the annual report, will be taken as read. Thank you very much. At this point, we will be pleased to take questions if there are any from shareholders. Mrs. Adetutu Siyanbola has indicated she would like to ask questions online. Is she connected?

Adetutu Siyanbola
Chairperson, Highly Favoured Shareholders Association

Hello, Mr. Chairman. Are you hearing me? I'm connected.

Ernest Ndukwe
Chairman, MTN Nigeria Communications PLC

Yes, very well. Go ahead.

Adetutu Siyanbola
Chairperson, Highly Favoured Shareholders Association

Thank you. Good morning, Mr. Chairman, other board members, the regulatory authorities, my fellow distinguished shareholders. Ladies and gentlemen, my name is Barrister Adetutu Siyanbola . I am the president of Eileen Favorite Shareholders Association. Mr. Chairman, I have some observations, comments, questions, and suggestions on MTN Nigeria Communications 2024 annual report. With your kind permission, I will quickly run through them. On page 20 and 21, recent awards and recognition. I observe that we have several prestigious awards or credits in the year under review. This is highly commendable. Please keep it up. On page 88 and 89, the good photograph of the board of directors. I observe that we have only four ladies in the board of 17 directors, which amounts to 23.5%. This is unacceptable on gender balancing. We have to improve on it going forward.

From page 101 to 114, attendance at board meetings and board committee meetings is good but can be excellent. We have to improve on our attendance going forward. On page 120 and 121, the beautiful faces of the executive management. I observe that we have seven ladies in the management team of 17 members, which amounts to 41%. This is commendable. Please keep it up. On page 130, operating results. I observe that our revenue grew from NGN 2.47 trillion to NGN 3.36 trillion in the year under review. Our loss before taxation grew from NGN 477.9 billion to NGN 550.3 billion in the year under review. Our loss for the year grew from NGN 137.02 billion to NGN 400.44 billion in the year under review. Going through the indices above, I observe a growth in our turnover and our losses in the year under review.

I want to seize this opportunity to encourage the board and the management team for their efforts and implore them to do more to return our company back to profitability. On page 131, directors and their interest. I observe that only five directors out of 17 listed have our shares attached to their names directly in the year under review. I want to know why. I also observe that there is no disclosure of indirect holdings in the year under review. I want to know why as well. On page 132, the board and the key management changes. I observe that Mr. Ridwan Ghazani retired from our board on the 31st of May 2024, and Adia Sowu resigned as Chief Marketing Officer on the 27th of May 2024.

I want to seize this opportunity to thank them both for their meritorious service to our company and wish them the very best in their present and future endeavor to fill the vacuum created by their exits. Three new members of the management team were appointed late last year, and three new board members were also appointed on the 2nd of January 2025. I want to seize this opportunity to congratulate all of them on their appointments and wish them a fruitful tenure in office. On the same page 132, substantial interest in shares. I observe that we have two major shareholders with the minority shareholders in our company in the year under review. I would like to seize this opportunity to request a seat for the minority shareholders on our board. On page 145, consolidated and separate statements of financial position. Permit me to limit myself to group position.

Trade and other receivables under current assets went up from NGN 215.4 billion to NGN 367.7 billion in the year under review. What are the modalities in place to collect this debt from our customers to the PRS minimum so that it will not end up as bad debt that will be written off? Trade and other payables under current liabilities also went up from NGN 699.5 billion to NGN 1.2 trillion in the year under review. How do we intend to pay this debt to our creditors? Thanks and God bless you richly for this opportunity, Mr. Chairman. I appreciate it. I'm done, Mr. Chairman.

Ernest Ndukwe
Chairman, MTN Nigeria Communications PLC

Thank you very much. Thank you very much. Well done. We'll take orders, and subsequently, the CEO will respond to all the questions. Now I'd like to call Boniface Okezie. If he's connected. Boniface. While we are waiting for him, is Akeme Tosing online?

Boniface Okezie
National Coordinator, Progressive Shareholders Association

Mr. Chairman, are you hearing me?

Ernest Ndukwe
Chairman, MTN Nigeria Communications PLC

Yeah. Is that Boniface?

Boniface Okezie
National Coordinator, Progressive Shareholders Association

Oh, Boniface online. Mr. Chairman.

Ernest Ndukwe
Chairman, MTN Nigeria Communications PLC

Okay. Please go ahead.

Boniface Okezie
National Coordinator, Progressive Shareholders Association

Mr. Chairman, good morning and good morning, other directors of the great company, fellow distinguished shareholders. Good morning. My name is Boniface Okezie, the national chairman, Progressive Shareholders Association of Nigeria. Mr. Chairman, I want to commend the board and management for working tirelessly to return this company to profitability. I know it's not been easy, but I think the loss has been reduced drastically. This 2024, as far as I'm concerned, it will come historical, but what is most important is the resilience and the hard work put in place to make sure the company comes back to pay dividend, which they have been paying in the past. For this year, last year, that even though it was not forthcoming, everybody has referred to the impact of MTN not paying dividend. Mr.

Chairman, I want to also commend the revenue growth, which we can see on page 26 on key financial highlights. The revenue is up in this year under consideration, NGN 3.3 trillion, as against NGN 2.4 trillion in 2023. Service revenue has also grown up, NGN 2.349 trillion, as against NGN 2.4547 trillion in the previous year. Mr. Chairman, the gross revenue also has been also increased. Total revenue also went up, as against the previous year. Digital revenue also has an increase. That means we're doing well in that area. Fintech also revenue was up, NGN 106.5 billion, as against NGN 86.4 billion, to 23.2% up. Other service revenue has also went up, 108.0%, NGN 258.9 billion in previous year in this year, as against NGN 124.4 billion. Mr. Chairman, a lot of distance. I think the board management has worked hard to make sure they return this company.

You can see on that, the return on equity, ROE, was not available, which was zero there. Mr. Chairman, my happiness is that if we are going to first quarter, or I can't just release, it can do hope for shareholders to be optimism that come next year or thereabout, this company will be able to wipe out those previous losses that resulted on the forex volatility. That's the statement. I want to commend the management on the key financial highlight in the first quarter. Mr. Chairman, I can see the revenue is also up there, NGN 1.47657 trillion, as against NGN 782 billion in previous year. I want to commend the result of Dr. Karl for what we've been able to do to turn this company around. Mr.

Chairman, and I believe also we need to work on our area, on our areas of card drops, letting nobody like old Nitel what we used to experience. A lot of people may not have to put up some futures, and they'll be debited, and they will say, "We didn't borrow the money." I've got a lot of reports from a lot of people who say they did not even ask or borrow from MTN to make calls, but they were being charged as debited. When they recharge, software recharge, their money will be cutting off. They say, "We didn't borrow for that." We need to work those areas. Mr. Chairman, with the digital agreement today that we can use the facility of MTN or Etisalat or the other competitors, that arrangement is working because in many areas, MTN presence is not felt.

Like why we do not have the mask to have a clear signal to make your calls. With other people who have presence in that locality also have. MTN, which is one of the fastest growing telecoms, also in every nook and corner of this country, I must commend them for that. People are also, their competitors are also making use of their facilities to be able to reach their customers to make their calls and what have you. Those performances are very, very commendable. They are capital intensive, but we need to also watch how we raise commercial papers and bond because at the end of the day, we need to service it. That also will take off from shareholder take-home pay because we need to work hard to be able to service those commercial papers, what have you.

These are things that are taking its toll on the revenue of the company. Mr. Chairman, I want to commend the efforts of the board. The way you have been tackling this issue since it came up last year, and now the board is now resting on the oars to make sure MTN remains number one communication in the country. Mr. Chairman, having said that, I also have to commend you on page 28, key operational highlights, like mobile subscriptions. 80.90 in this 2024, as against 79.7, which was 1.6% growth in mobile subscriptions. Data subscriptions also have gone up to 47.7 million. Home branded subscriptions, 30.2 million, as against 2.0 in previous year. MoMo PSB wallet. We have also subscriptions of 2.8 million. Mr. Chairman, that means people are stationing trust on that PSB, our banks, MoMo Microfinance.

I want to commend the management that MTN, in all of these things, all gear up to make more money, to grow the revenue, and so that there's the biggest cake to share at the end of the day. Mr. Chairman, on the board attendance, I want to also commend a few directors. In all of that, six directors did not complete their 15 attendance meetings. Some recorded 14, 15. I don't want to mention their names. Mr. Chairman, I commend you that you are not a defaulter, and so many other directors who attend the 15 attendance of board meetings. Because without full attendance board meetings, you cannot be able to articulate policy for management to drive the day-to-day running of the company. Mr.

Chairman, I am not also too happy for you to opt out today to do virtual because it will have been a bad wagon in Nigeria during virtual meetings. I know a few directors are converging whatever the hall because we have a bigger hall that saved us a lot of money in the past, even during the COVID. We did not be able to rent hall and hotel to do a meeting. We have a bigger hall there that can accommodate shareholders. All you need to do to tell them where we are presently and where we were last year. Nobody will kill you. Nobody will come there to box you that you must pay them dividend. Things are showing clearly that we are almost out of the wood, out of the dark tunnel. There is going to be a light.

Why do we opt out to do virtual meetings? This is not good for shareholders, Mr. Chairman, because seeing your face in Tirad with other board members and management, that gives you that hope. Yes, this is our company. This virtual bad wagon, the law said, but the law does not totally remove that you cannot do physical meetings. We did last year. That physical meeting did not end well. It ended well. Mr. Chairman, this bad wagon in Nigeria, we do not like it. We must change come next year. Let us all have physical meetings, discuss as a family, and put our problem behind us and move forward. Shareholders, we encourage you that, yes, seeing management hard work put in place, once you come to criticize and organize you, it is not easy to do business in Nigeria. We know what a lot of companies are passing through.

The banks today are carrying the weight of paying dividends, but most company manufacturers are not finding it easy to do business because they go to bank and borrow. Mr. Chairman, come this year, let us have a physical meeting for goodness' sake. The virtual meeting gives you if you are brought, and the chairman cannot miss that meeting. You're connected. That's the sense of it. That's why it was put in there. The law does not, I mean, overscribe that you should not do virtual meetings. Let's all begin to kill that, Mr. Chairman. By the time we understand that, it will be helpful for us because for everybody who are going this virtual doing meeting, it's not going to go well with our company, where we invested in. I want to commend the company secretariat or turner, have done very well.

At least you're reaching out that with the registrars that this annual report goes out, no matter the challenges. I think that's one of the glossed annual reports I've seen so far. And she doesn't miss out that every year, no matter the challenges the company is going through. A lot of companies are hiding the reports, sending electronically to the registrar, and that ends there. They don't print. But Uto has made sure that good corporate governance is entrenched in this company. I commend that woman and the corporate affairs department. People like him, they have done very well. We see them on day-to-day. Like MD, I don't last year, I don't think I saw my favorite car. Karl, congratulations for your doctorate award in Obafemi University. A lot of numerous awards, including the Uto, the company secretary, and etc., etc. That's very commendable.

That clearly shows that you are the leader in the industry. Do not relent. Do not relent, Mr. Chairman. I commend all the goal will keep us alive and we will enjoy this company. Shareholders, I think this is time for investors to come in, taking advantage of low price and buy. By the time we have to third quarter, I think the share will go to height that people cannot reach to buy. This is time now to key in, taking advantage of non-dividend this year. I know the company, God willing, we will have dividend come this year. God bless MTN and God bless Nigeria shareholders.

Ernest Ndukwe
Chairman, MTN Nigeria Communications PLC

Thank you very much, Boniface, for that long comment. You did well. Well done.

Boniface Okezie
National Coordinator, Progressive Shareholders Association

Thank you, Chairman.

Ernest Ndukwe
Chairman, MTN Nigeria Communications PLC

Adeyemi Tosin . Can we connect him? Please make it as brief as possible. Thank you.

Adeyemi Tosin
Unverified, Progressive Shareholders Association of Nigeria

Good morning. Good morning.

Ernest Ndukwe
Chairman, MTN Nigeria Communications PLC

Good morning. You are welcome.

Adeyemi Tosin
Unverified, Progressive Shareholders Association of Nigeria

Good morning. All right. My support work, Mr. Boniface Okezie said, that's my point already. Those who have no wisdom, they can move ahead. Okay. Thank you, Chairman. All right, sir.

Ernest Ndukwe
Chairman, MTN Nigeria Communications PLC

Thank you. Well done. You're a good man. All right. Is there a lady? Okay. The next person is Jibun or Godfrey Uche. It's possible that Boniface has covered all the points. Okay. It seems we are not connecting to Godfrey. I'll now call on the CEO to respond to the questions that have been raised.

Karl Toriola
CEO, MTN Nigeria Communications PLC

Thank you. Good morning, guys. Team shareholders, thank you for being present and to our board members as well. Before I address the questions, I would like to take an opportunity to refresh us that we communicated a five-point plan to the shareholders to restore our shareholder equity. And I'll go through the progress that we've made on them.

We're very pleased to say that we've successfully executed on that five-point plan in totality, with a lot of thanks to the management team and all the staff of MTN Nigeria who have been very heavily guided by the board of directors. We kept our capital expenditure down. One of the commitments was to reduce our CapEx. We actually reduced it marginally between 2023 and 2024 in spite of the drastic devaluation of the Naira. Our expense efficiency program delivered NGN 40 billion of savings versus an initially intended plan, NGN 17 billion of savings. We successfully renegotiated our IHS contract, which was one of the major drivers of provisions made for the Forex devaluation. We now have a contract which offers us a much better extent of stability to the volatility of the market.

We reduced our foreign exchange obligations on trade lines from $416 million to $21 million. That is effectively almost completely eliminating our foreign exchange exposure on trade lines. Of course, as I am sure you have been well informed in the news, we were successful in securing approval from the regulatory authorities for a 50% tariff increase, approval of which was given in January, and we started the execution in February all the way into April. We also had an additional upside with the closure of the USSD debt with the banking industry, which boosted our results in the financial year 2024. We are very pleased that we delivered on everything that we committed to the shareholders. To dear Barrister Mrs. Shinobo Ladelutu, I will address some of the questions which you highlighted. First of all, thank you for the kind words of support and encouragement.

We are committed to gender balance, but it's a process, and that includes the board. As term limits expire, we'll be looking towards achieving this. Of course, the first priority always remains the skills and competence of the directors, of which we are confident that we can secure. There are more than enough resources in the country and across the world, female resources to address that gender balance. Thank you for the comments on attendance of board meetings. It's a large board. It's sometimes challenging to get everybody's schedule to work at the same time. Occasionally, we have some absences, but by and large, we have very, very, very good attendance. I think on the issues around the financials, I've addressed that through the five-point plan, which I gave an update on.

On the item around directors having shares attached to their names, your provision is well noted. Under the law, it is not mandatory for company directors to hold shares in the company. Directors are appointed primarily based on their experience and competence to add value to the organization. That is the basis on which we appoint our directors. It is disclosed on page 131 of the annual report that none of the directors currently holds any indirect interest in the company. There is a question that you raised around the substantial interest in shares, around two major shareholders with the minority shareholders in our company under the year review. We note your observation. The board composition, once again, is focused on maintaining the balance of skills and experience and diversity to support our strategic directives. That will continue to be the focus going forward.

The next question is around trade and receivables under current assets going up from $215 million to NGN 368 billion. Management has implemented various recovery initiatives. With this question and with the question around trade and payables under current liabilities, it's primarily driven by the 69% devaluation of the currency. That's affected our foreign exchange denominated liabilities. We still have, aside from trade loans, certain foreign exchange loans. The improvement in the market forex liquidity, along with the enhanced cash flow from our operations, are expected to support the timely settlement of trade payables going forward. We don't see the increase under receivables and liabilities to be a major issue to the company. This is in line with the change in our business and operating environment, and we have strategies to secure any exposures that we have in that area. To Mr.

Boniface Okezie, thank you once again for your kind words of resilience. We understand the desire for shareholders to have a dividend, and we're all aligned with that. MTN Group, the majority shareholder of MTN Nigeria, also hasn't received dividends. It is a focus area for the entire organization to restore our shareholder capital and our distributable reserves so we can return to declaration of dividends in the shortest time possible. Your observation is noted around the core drops. We were severely constricted in our ability to invest in this business as a result of the macroeconomic environment and delays in securing a tariff increase. With the tariff increase, which was approved in quarter one, we are going back to measured but aggressive capital investments to address the quality of service issues.

We have made commitments, and in quarter one, as you may have seen from our results, which were published last night on the Nigerian Exchange Limited, we spent effectively NGN 202 billion of CapEx. That is quarter one, 2025. Now, the process of addressing the quality of service challenges takes time. We procure the equipment, we ship it down, customs clearance. If we need to acquire sites, we have to acquire sites. We expect to see a significant improvement in quality of service at the end of quarter two and the beginning of quarter three, as the tariff increases have allowed us to continue to invest in the business. You can be assured that it is a rigorous focus of ours, but we had to ensure that we managed the challenges of the macro last year. Thank you to Mrs. Tosin Adeyemi for saving us some time.

I think, as the Chairman said, Mr. Boniface Okezie had covered pretty much all of the questions that anyone could ask. We continue to address the issues in the company and again reiterate that we fully executed the five-point plan. Thank you.

Ernest Ndukwe
Chairman, MTN Nigeria Communications PLC

Thank you very much, Karl, for those responses. It is now time to vote. As I stated before, voting on items on the agenda, except for item six, will be by poll. Item six will be by electronic voting. I now invite the registrar to explain the e-voting process.

Mary Arit Adeleye
Head of Client Services, Coronation Registrars Limited

Thank you, Mr. Chairman. Good morning. Mr. Chairman, standing on all existing protocol, esteemed shareholders, my name is Mary Adewale, and I represent Coronation Registrars Limited, registrar to MTN Nigeria Communications PLC. I will proceed to explain the procedure for casting your votes using the Coronation Virtual Platform accessible on your laptop and mobile phones.

Please be informed that we have captured voting details for 221 shareholders received by proxy and holding NGN 17,715,545,308 units of the issued share capital of MTN Nigeria Communications. In addition to the proxies received, we will be capturing the votes of the eligible shareholders who are virtually in attendance at this meeting to arrive at the final voting results. Your votes are configured to represent your shareholding in MTN Nigeria Communications. You have received an email containing your direct link and access to join the meeting. Ensure you accept the privacy policy. Once logged in, a green sign appears at the top right corner of your device to show attendance status. When voting begins, the resolution—sorry. When voting begins, the resolution will automatically pop up on your screen to cast your votes.

Once the voting session commences, the voting options for, against, and abstain will pop up on your device screen. Please click the options in accordance with your decision and choice. Please note that each shareholder can change their vote during the voting period. Once the voting period has ended, the last option you click will be recorded as your vote. The voting period shall last 60 seconds. For a pictorial explanation of the voting process, please watch the screen for a short video.

Welcome to the Coronation e-voting process. Please click on your personalized voting link sent to your email. This will direct you to the page shown below. Click the toggle button highlighted on the screen to accept your privacy policy. Step two. After clicking the toggle button, the following screen will appear. Please wait on this screen for the voting process to begin. Step three.

When the voting begins, the screen shown below will appear. As indicated by the on-screen buttons, you may choose to vote for, vote against, or abstain from the voting process. You will see a message on the screen confirming that you have selected a voting option, similar to the one shown below when you choose to vote in favor.

Thank you, Mr. Chairman.

Ernest Ndukwe
Chairman, MTN Nigeria Communications PLC

Thank you. I hereby move that the annual financial statements for the year ended 31st December 2024, together with the reports of the directors, auditors, and audit committee, as presented to the members at this annual general meeting, be received and adopted. Would someone please second the motion?

Boniface Okezie
National Coordinator, Progressive Shareholders Association

Mr. Chairman. I'll show you Boniface Okezie here. I support the motion. Yes. I support the motion. Boniface Okezie here.

Ernest Ndukwe
Chairman, MTN Nigeria Communications PLC

Thank you very much. We will now vote on the resolution.

Mary Arit Adeleye
Head of Client Services, Coronation Registrars Limited

Thank you. Thank you, Mr. Chairman. We will have the resolution on the screen. The timer is on. The countdown has begun. On your voting devices, please press four if in support of the resolution, press against, or abstain. Voting is in progress. We have 20 seconds to the end of the voting period. 10 seconds to the end of the voting period. The voting has ended, and we have 530 shareholders who voted in favor of this resolution, representing 17,718,768,449 units. We have two shareholders who voted against this resolution, with a total holding of 10,580 units. We have eight shareholders who abstained from participating in this resolution, and they represent 11,987 units. Thank you, Mr. Chairman.

Ernest Ndukwe
Chairman, MTN Nigeria Communications PLC

I hereby declare that the motion has been carried. Thank you very much. At this point, I wish to invite Ms. Udochi Mougilim , partner, Mrs. PwC, to read the report of the independent consultants to the board on their appraisal of the year ended 31st December 2024, which can be found on page 123 of the annual report.

Udochi Mougilim
Partner, PwC

Thank you very much, Mr. Chairman. I so read the board evaluation report dated 27th of February 2025. The Chairman, MTN Nigeria Communications PLC, Number One, Awolowo Road, Ikoyi, Lagos. Dear Sir, report on the outcome of the board and corporate governance evaluation exercise for the period ended 31st December 2024.

PricewaterhouseCoopers, PwC, was engaged to carry out an evaluation of the corporate governance practices of MTN Nigeria Communications PLC, the company, and the evaluation of the company's board of directors as required by principle 15.1 and 14.1 of the Nigerian Code of Corporate Governance, NCCG 2018, the SEC Corporate Governance Guidelines 2021, SCGG, and the Nigerian Communications Commission's Code of Corporate Governance 2016, NCC Code, for the period ended 31 December 2024. Our responsibility was to reach a conclusion on the corporate governance practices of the company and the board of directors' performance within the scope of our letter of engagement dated 24 December 2024. In carrying out our evaluation, we relied on the representation made by members of the board and the management of the company and on the documents provided for our review.

We also facilitated a self-impaired assessment of each director's performance in the year under review. The assessment covered each director's time commitment to the business of the company and continuous learning and development. Each individual's director's assessment report is prepared and made available to them respectively, while a consolidated report of the performance of all directors is submitted to the company's board chairman. The company and board of directors have complied significantly with the provisions of the codes. Areas of compliance include oversight over the activities of the members of senior management, the board's approval of policies, and the oversight of the implementation of the company's strategic objectives. Details of other findings and recommendations are contained in the full report. This was signed by my colleague, Rural Law Foyer for PricewaterhouseCoopers, and the FRC number is there stated. Thank you very much, Mr. Chairman.

Ernest Ndukwe
Chairman, MTN Nigeria Communications PLC

Thank you very much. The next item on the agenda is to elect directors. The following were appointed to the board of directors since the last annual general meeting of the company. They are Mrs. Eyitope Kola-Oyeneyin, independent non-executive director, Mr. Udemezuo Nwuneli, independent non-executive director, and Mr. Timothy Pennington, non-executive director. In accordance with the provision of CAMA, the appointment of a director by the board must be approved by members at the general meeting or annual general meeting following such director's appointment. I therefore wish to present the first director for election, Mrs. Eyitope Kola-Oyeneyin. I hereby move that the appointment of Mrs. Kola-Oyeneyin as an independent non-executive director be and is hereby approved. Would someone please second the motion?

Erinfolami Gafar
Electrical Superintendent, International Tobacco Company Plc

Mr. Chairman, I hereby rise to second that motion. My name is Erin Folami Gafao. Thank you. Thank you very much. We will now vote on the resolution.

Mary Arit Adeleye
Head of Client Services, Coronation Registrars Limited

Thank you, Mr. Chairman. We will have the resolution on display. The timer is on. You may now cast your vote. On your voting devices, you have the option four, which represents option one, which represents four. We have against and abstain. We have 30 seconds to the end of the voting period. Please cast your vote. Thank you. We have 10 seconds to the end of the voting period. Voting has ended, and we have 520 shareholders who voted in favor of the resolution with NGN 17,716,880,874 units. We have 13 shareholders who voted against the resolution with NGN 48,827 units. We have 11 shareholders who abstained from the resolution with NGN 54,581. Thank you, Mr. Chairman.

Ernest Ndukwe
Chairman, MTN Nigeria Communications PLC

Thank you very much. I hereby declare that Mrs. Eyitope Kola-Oyeneyin is duly elected. The second director presented for election is Mr. Udemezuo Nwuneli. I hereby move that the appointment of Mr. Munele as an independent non-executive director be and is hereby approved. Would someone please second the motion?

Igbrude Moses
MD and CEO, Decof Investments Ltd

Ebru de Moses rise to second that motion. Ebru de Moses. Moses. Igbude. Thank you very much, Moses. Igbude. Igbude. I-G-B-R-U-D-E. Moses.

Ernest Ndukwe
Chairman, MTN Nigeria Communications PLC

Okay. Thank you very much. We will now vote on the resolution.

Mary Arit Adeleye
Head of Client Services, Coronation Registrars Limited

Thank you, Mr. Chairman. We'll have the resolution up, and the timer is on. Please cast your votes accordingly. We have 30 seconds to the end of the voting period. 20 seconds to the end of the voting period. 10 seconds to the end of the voting period. The voting has ended, and we have 572 shareholders with a significant count of 17,717,165,267 units in support of the resolution. We have 13 shareholders representing 24,331 units who voted against, and we have 18 shareholders who abstained from the resolution with 56,420 units. Thank you, Mr. Chairman.

Ernest Ndukwe
Chairman, MTN Nigeria Communications PLC

I hereby declare that Mr. Udemezuo Nwuneli is duly elected. The third director presented for election is Mr. Timothy Pennington. I hereby move that the appointment of Mr. Pennington as Non-Executive Director be and is hereby approved. Would someone please second the motion?

Erinfolami Gafar
Electrical Superintendent, International Tobacco Company Plc

I second the motion. Gafa Eri Folami is the name. Thank you.

Ernest Ndukwe
Chairman, MTN Nigeria Communications PLC

Thank you very much. We will now vote on the resolution.

Mary Arit Adeleye
Head of Client Services, Coronation Registrars Limited

Thank you, Mr. Chairman. We'll have the resolution on, and the timer is up. You may now cast your vote. On your voting devices, for, you have the keypad for, against, and abstain. Please cast accordingly. We have 30 seconds to the end of the voting period. 20 seconds to the end of the voting period. 10 seconds left to the end of the voting period. The voting has ended, and we have 581 shareholders who voted in favor of this resolution representing 17,717,173,915 units. We have 20 shareholders who voted against the resolution with 65,888 units. We have 28 shareholders who abstained from the resolution representing some shareholding of 52,618 units. Thank you, Mr. Chairman.

Ernest Ndukwe
Chairman, MTN Nigeria Communications PLC

I hereby declare that Mr. Timothy Pennington is duly elected. Esteemed shareholders, the next item on the agenda is the re-election of retiring directors who have offered themselves for re-election. Five directors are retiring at this meeting in accordance with the articles of association, and being eligible, they have offered themselves for re-election. They are Mr. Andrew Alli, Mr. Michael Ajukwu, Dr. Omobola Johnson, Mr. Boubacar B. Mahmoud, and Mr. Ferdinand Moolman. The first director being presented for re-election is Mr. Andrew Alli. I hereby move that Mr. Andrew Ali be and is hereby re-elected a director of the company. Would someone please second the motion?

Erinfolami Gafar
Electrical Superintendent, International Tobacco Company Plc

I hereby rise and second the motion. Gafa Eri Folami is in name. Thank you.

Mary Arit Adeleye
Head of Client Services, Coronation Registrars Limited

Thank you very much. We will now vote on the resolution. Thank you, Mr. Chairman. The timer is up. Please cast your vote accordingly. On your voting devices, you have the pop-up button for against and abstain. Please cast your votes accordingly. Thank you. We have 30 seconds to the end of the voting period. 20 seconds to the end of the voting period. 10 seconds to the end of the voting period. The voting has ended, and we have 547 shareholders who voted in favor of this resolution representing 17,717,139,426 units, while we have 30 shareholders who voted against the resolution with a total holding of 117,543 units and 26 shareholders who abstained from the resolution with a total holding of 26,584 units. Thank you, Mr. Chairman.

Ernest Ndukwe
Chairman, MTN Nigeria Communications PLC

Thank you very much. I hereby declare that Mr. Andrew Alli is duly elected. The second director for re-election is Mr. Michael Ajukwu. I hereby move that Mr. Ajukwu be and is hereby re-elected a director of the company. Would someone please second the motion?

Emmanuel Ake
Corporate Campus Recruiting Manager, Baker Tilly US

Okay. I so do, Mr. Chairman. My name is AKE Chibuzo Emmanuel. It's not allowed enough. I so do, Mr. Chairman. My name is AKE Chibuzo Emmanuel. AKE Chibuzo Emmanuel. Thank you very much. I so do. Thank you, Chairman.

Boniface Okezie
National Coordinator, Progressive Shareholders Association

Thank you. We will now vote on the resolution.

Mary Arit Adeleye
Head of Client Services, Coronation Registrars Limited

Thank you, Mr. Chairman. We'll have the resolution on display, and the timer is on. You may now cast your vote. Thank you. Voting is still in progress. We have 30 seconds to the end of the voting period. 20 seconds to the end of the voting period. 10 seconds to the end of the voting period. The voting has ended, and we have 553 shareholders who voted in favor of the resolution representing 99.9% with a total holding of 17,716,813,550 units. And we have 25 shareholders who voted against with a total holding of 213,919 units, and 27 shareholders who abstained with a total holding of 152,181 units. Thank you, Mr. Chairman.

Ernest Ndukwe
Chairman, MTN Nigeria Communications PLC

Thank you. I hereby declare that Mr. Michael Ajukwu is duly re-elected. The third director presented for re-election is Dr. Mobola Johnson. I hereby move that Dr. Johnson be and is hereby re-elected a director of the company. Would someone please second the motion?

Emmanuel Ake
Corporate Campus Recruiting Manager, Baker Tilly US

I acquiesce to second the motion.

Ernest Ndukwe
Chairman, MTN Nigeria Communications PLC

Thank you very much. We will now vote on the resolution.

Mary Arit Adeleye
Head of Client Services, Coronation Registrars Limited

Thank you, Mr. Chairman. The timer is on. Please cast your vote accordingly. We have 30 seconds to the end of the voting period. We have 20 seconds to the end of the voting period. We have 10 seconds to the end of the voting period. The voting has ended, and we have 564 shareholders who voted in favor of this resolution, which represents 17,716,981,591 units. And we have 16 shareholders who voted against this resolution with a total of 22,307 units and 10 shareholders who abstained from the resolution, with a total shareholding of 55,116 units. Thank you, Mr. Chairman.

Ernest Ndukwe
Chairman, MTN Nigeria Communications PLC

Thank you very much. I hereby declare that Dr. Mobola Johnson is duly re-elected. The fourth director presented for re-election is Mr. Boubacar Mahmoud. I hereby move that Mr. Boubacar Mahmoud be and is hereby re-elected a director of the company. Would someone please second the motion?

Erinfolami Gafar
Electrical Superintendent, International Tobacco Company Plc

I agree to the motion. I rise to second that motion.

Ernest Ndukwe
Chairman, MTN Nigeria Communications PLC

Thank you very much. We will now vote on the resolution.

Mary Arit Adeleye
Head of Client Services, Coronation Registrars Limited

Thank you, Mr. Chairman. The resolution is on up, and the timer is on. Thank you. You may cast your vote accordingly. On your voting devices, you have the buttons for, against, or abstain. Please cast your vote accordingly. We have 30 seconds to the end of the voting period. 10 seconds to the end of the voting period. The voting has ended, and we have 543 shareholders who voted in favor of the resolution by 100%, and this represents 17,716,709,231 units. We have 25 shareholders who voted against the resolution with a holding of 122,191 units, and 24 shareholders who abstained from the resolution with a holding of 42,919 units. Thank you, Mr. Chairman.

Ernest Ndukwe
Chairman, MTN Nigeria Communications PLC

I hereby declare that Mr. Boubacar Mahmoud is duly re-elected. The fifth director presented for re-election is Mr. Ferdinand Moolman. I hereby move that Mr. Moolman be and is hereby re-elected a director of the company. Would someone please second the motion?

Erinfolami Gafar
Electrical Superintendent, International Tobacco Company Plc

I acquiesce to second the motion. Thank you very much.

Mary Arit Adeleye
Head of Client Services, Coronation Registrars Limited

Thank you very much. We will now vote on the resolution. Thank you, Mr. Chairman. The resolution is on the screen, and the timer is on. Please cast your vote accordingly. On your voting device, you have three buttons. One represents for, the other against, and the third abstain. Please cast your vote accordingly. We have 30 seconds to the end of the voting period. Twenty seconds to the end of the voting period. We have 10 seconds to the end of the voting period. The voting has ended, and we have votes from 532 shareholders in favor of the resolution, and this represents 17,717,523 units. We have 24 shareholders who voted against the resolution with a total holding of 91,935 units, and 25 shareholders who abstained from the resolution with a holding of 215,174 units. Thank you, Mr. Chairman.

Ernest Ndukwe
Chairman, MTN Nigeria Communications PLC

I hereby declare that Mr. Ferdinand Moolman is duly elected. That marks the end of the voting on re-election of directors. I thank you, esteemed shareholders, for approving the re-election of the retiring directors. The next item on the agenda is to authorize directors to fix the remuneration of the auditors. Mr. Henson Young have indicated their willingness to continue in office. The requirement is that the remuneration be fixed by the company in general meeting or in such a manner as the company in general meeting may determine. I hereby move that the directors be and I hereby authorize to fix the remuneration of the auditors for the year ending 31 December 2025. Would someone please second the motion? Are we having a problem with the connection? Ms. Boniface, still there?

Boniface Okezie
National Coordinator, Progressive Shareholders Association

Hello? Can you hear me? Yes. I will attempt to record the second motion.

Mary Arit Adeleye
Head of Client Services, Coronation Registrars Limited

Thank you very much. We will now vote on the resolution. Thank you, Mr. Chairman. The resolution is on the screen, and the timer is on. Please cast your votes accordingly. On your voting devices, you have three buttons: for, against, and abstain. Please cast your votes accordingly. We have 30 seconds to the end of the voting period. We have 10 seconds to the end of the voting period. The voting has ended, and we have 526 shareholders who voted in favor of this resolution, representing 17,716,931,204 units. We have 18 shareholders who voted against the resolution with 27,343 units, and 19 shareholders who abstained from the resolution with 22,911 units. Thank you, Mr. Chairman.

Ernest Ndukwe
Chairman, MTN Nigeria Communications PLC

I hereby declare that the motion has been carried. Thank you very much. The next item on the agenda is to disclose the remuneration of managers of the company by Section 238 of CAMA. Every company shall, at each annual general meeting, disclose the remuneration of the managers of the company. The disclosure on the compensation of the managers of the company is contained on page 209 of the annual report.

The directors disclose that the remuneration for managers of the business for the 2024 financial year was NGN 15.72 billion. We will now go to the special resolution. The next item is to consider and, if thought fit, to pass the following as an ordinary resolution of the company: that a general mandate be given to the company to enter into recurrent transactions with related parties for the company's day-to-day operations, including without limitations, the procurement of goods and services on normal commercial terms, and the indemnification of directors, whether directly or by the company, or by obtaining appropriate insurance in accordance with the company's articles, in compliance with the Nigerian Exchange Limited Rules, covering transactions with related parties or interested persons and other applicable Nigerian statutory and/or regulatory requirements. The directors be and are hereby authorized to take all steps to do all acts necessary to give effect to this resolution. In line with the provisions of Rule 20.82H of the rules governing related party transactions of Nigerian Exchange Limited, interested persons have undertaken to abstain and ensure that their proxies, representatives, or associates shall abstain from voting in this resolution. Would someone please second the motion?

Emmanuel Ake
Corporate Campus Recruiting Manager, Baker Tilly US

AKE Tivuzo Emmanuel, Chairman. I second that motion. AKE Tivuzo Emmanuel. AKE Tivuzo Emmanuel.

Ernest Ndukwe
Chairman, MTN Nigeria Communications PLC

Thank you very much. We will now vote on the resolution.

Mary Arit Adeleye
Head of Client Services, Coronation Registrars Limited

Thank you, Mr. Chairman. We have the resolution on, and the timer is off. You may now cast your votes according to your decisions. We have 30 seconds to the end of the voting period. 20 seconds to the end of the voting period. 10 seconds to the end of the voting period. The voting has ended, and we have 498 shareholders who voted in favor of this resolution, representing 17,716,749,160 units. We have five shareholders who voted against this resolution, with a holding of 15,963 units, and nine shareholders who abstained from the resolution, with a holding of 364,608 units. Thank you, Mr. Chairman.

Boniface Okezie
National Coordinator, Progressive Shareholders Association

Chair, I hereby declare the motion has been carried. I'd like us to now go to the next item on the agenda, which is to elect members of the Statutory Audit Committee. In accordance with Section 404(3) of CAMA, the Audit Committee shall consist of five members comprising three shareholders and two non-executive directors. Consequently, the following directors will be representing the board on the Statutory Audit Committee: one, Mr. Timothy Pennington, and two, Mrs. Ifueko Omoigui Okauru. Nineteen valid nominations were received by the company secretary from shareholders, and about eleven have withdrawn their candidacy. There are eight nominees for election as members of the Audit Committee. They are: one, Ms. Nona Awoh; Ms. Josephine Ewitat; Mr. Michael Odili; Henrietta Oyebola; Ajani Musa Adekola; Moses Idou; Kemi Tope Kamoru; and Adeshina Oladeko. We will now proceed to vote for each nominated shareholder. I invite the representatives or representative of the registrar to conduct this session. This will be by electronic voting.

Thank you, Mr. Chairman. The Statutory Audit Committee voting will be done electronically. Shareholders can only vote for three candidates out of the eight shareholders nominated for this session. We will have the first nominee up, Mr. Nona Awoh. The timer is on. Please vote accordingly. Cast your vote accordingly. Please recall that you have only three options. Three. You can only vote for three candidates during this statutory audit election. Thank you. We have 10 seconds to the end of the voting period. Please cast your vote accordingly. Voting has ended, and we have 227 shareholders who voted in favor of Mr. Nonah Awoh. Thank you.

We'll have the next nominee, Mrs. Josephine Ewitat. Please vote. The screen is up, and the count is on. Please vote for Mrs. Josephine Ewitat. Give you any support of her nomination. Please cast your vote accordingly. We have 20 seconds to the end of this voting period. Please cast your vote, give you any support of Mrs. Josephine Ewitat. Voting has ended, and we have a total count of 265 shareholders who voted in support of Mrs. Josephine Ewitat. Thank you. Next, we have Mrs. Next, we have Mrs. Oyebode, Henrietta Olufoyi Shola. This one. Sorry. The next one is Mr. Michael Odili. Apologies. Mr. Michael Odili. The timer is off. Please cast your votes now. Cast your votes accordingly.

The timer is on. We have 30 seconds to the end of the voting period. Please cast your votes accordingly. 20 seconds to the end of the voting period. 10 seconds to the end of the voting period. The voting has ended, and we have 193 shareholders who voted in favor of Mr. Michael Odili. Thank you. Next for election is Mrs. Oyebode, Henrietta Olufoyi Shola. The timer is on. Please cast your votes accordingly. Voting is in progress. Please cast your vote in support of this nominee, Mrs. Oyebode, Henrietta Olufoyi Shola. We have 30 seconds to the end of the voting period. We have 20 seconds to the end of the voting period. We have 10 seconds to the end of the voting period. Please cast your vote in support of the nominee.

Voting has ended, and we have a total of 174 shareholders who voted in support of Mrs. Oyebode, Henrietta Olufoyi Shola. Thank you. Next on the list, the next nomination is for Mr. Ajani Musa Adekola. Please cast your vote. Please vote according to your decision for Mr. Ajani Musa Adekola. We have 30 seconds to the end of the voting period. We have 20 seconds to the end of the voting period. We have 10 seconds to the end of the voting period. Please cast your votes accordingly. Voting has ended, and we have 91 shareholders who voted in favor of Mr. Ajani Musa Adekola. Thank you. Next for nomination is Mr. Ajayi Kule Moses Idou. The timer is on. Please cast your votes according to your decision. We have 30 seconds to the end of this voting period.

We have 20 seconds to the end of this voting period. Please cast your vote in support of Mr. Ajayi Kule Moses Idou. We have 10 seconds to the end of the voting period. The voting has ended, and we have 51 shareholders who are in support of Mr. Ajayi Kule Moses Idou. Thank you. The next nominee is Mr. Oduni Timitope Kamoru. The timer is on. Please cast your votes accordingly. Press four, give your support of Mr. Oduni Timitope Kamoru. We have 30 seconds to the end of the voting period. We have 20 seconds to the end of the voting period. Please cast your vote in support of Mr. Oduni Timitope Kamoru. 10 seconds to the end of the voting period. The voting has ended, and we have 52 shareholders who voted in favor of Mr. Oduni Timitope Kamoru. Thank you. Next on the list is Mr.

Adeshinho Oladeko. The timer is on. Please vote in support of Mr. Adeshinho Oladeko. We have 30 seconds to the end of the voting period. 20 seconds to the end of the voting period. We have 10 seconds to the end of the voting period. The voting has ended, and we have 29 shareholders who voted in favor of Mr. Adeshinho Oladeko. Thank you. May we have the full screen? Thank you, Chairman and Board of Directors and our esteemed shareholders. I will read out the total result of our votes. First, we have Mrs. Josephine Ewitat with a total vote of 265. Second, we have Mr. Nornah Awoh with a total vote of 227. Third, we have Mr. Michael Odili with a total vote of 193. Fourth, we have Mrs. Oyebole Henrietta Olufoyi Shola with a total vote of 174. Next, we have Mr.

Oduni Timitope Kamoru with a total vote of 52, followed by Ajayi Kule Moses Idou with a total vote of 51. Last, Mr. Adeshino Oladepo with a total count of 29. Thank you, Mr. Chairman. Mr. Ajani? Ajani. Oh, apologies, Director and everyone. Mr. Ajani had a total count of 51, and that's the fifth position. 91 you announced before. 91, yes. Sorry. Mr. Ajani Moses Adiola. 91. Ajani Moses Adiola, 91 counts. Yeah, that's right. The first three are Mrs. Josephine Ewitat with 265 votes, Mr. Nornah Awoh with 227 votes, and Mr. Michael Odili with 293 votes. Thank you, Mr. Chairman.

Ernest Ndukwe
Chairman, MTN Nigeria Communications PLC

Thank you. Based on the votes announced by the registrar, I hereby declare that Mr. Nonah Awoh, Mrs. Josephine Ewitat, and Mr. Michael Odili are duly elected as representatives of shareholders in the Audit Committee of the company.

I hereby further declare that the following are members of the Statutory Audit Committee of the company: Mr. Timothy Pennington, Mrs. Ifueko Omoigui Okauru, Mr. Nornah Awoh, Mrs. Josephine Ewitat, and Mr. Michael Odili. Thank you very much. Ladies and gentlemen, that concludes the business of this annual general meeting. Thank you all for attending the meeting and for showing much interest in the affairs of the company, your company. Once again, I express my thanks to all persons who were able to attend the meeting. I now declare the meeting closed. I'd like Mr. Nornah Awoh to lead us in closing prayer. Any microphone? Can we pray?

Nornah Awoh
Company Representative, Statutory Audit Committee

In the name of the Father, and of the Son, and of the Holy Spirit. Amen. Father Lord, we want to thank you for our lives and the life of the organization that brought each and every one of us to this occasion. Father, we ask that you continually allow your blessings and mercies to remain in our lives. For the company that also brought us together, Father, may you also inspire us in our various roles and positions to work well for the future and the growth of this company. May we not have cause to regret this relationship, and more importantly, may we also continue to thank God for the goodness that will come our way as we work for the company. Father, we ask as we go to our various homes and countries and locations that you also lead us safely back home. You give us the opportunity to constantly thank you for the goodness and mercies that you have bestowed on the life of each and every one of us and the company. This and many more we ask through Christ our Lord. In the name of the Father, and of the Son, and of the Holy Spirit.

Thank you, Chair.

Shall we rise for the National Anthem?

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