Dear Investor,
On behalf of the Board, it is my pleasure to present this
Prospectus to you in relation to the initial public offer of MTN.

Our journey in Uganda

MTN has had an incredibly positive journey in Uganda during
which time it has contributed immensely to the country’s
economic and social development. According to the World
Bank’s Telecommunications Reform in Uganda Working
Paper 2002, in 1998 when MTN was awarded the 20-year
second national operator License, there were approximately
6,000 mobile phone subscribers in Uganda. That figure grew
to 8,553,840 by the end of 2008.

The Company continues to directly contribute to Uganda’s growth in telephone density and according to the UCC Market Report Q2 2021, seven out of every ten persons in Uganda hold a telephone subscription as of 30th March 2021. MTN is inspired by the belief that everyone deserves the
benefits of a modern connected life and is committed to changing lives by improving digital access, driving financial inclusion and broad community development under the theme #We’re Good Together.

In 2009, MTN introduced MTN Mobile Money, the first mobile network operator in the country to do so. The social, cultural and economic impact of MTN Mobile Money has been profound. In addition to peer-to-peer mobile money transfers, MTN Mobile Money has provided a sector-wide payment ecosystem, facilitating trade, credit, remittances, economic growth and financial inclusion in the process.

Overall, mobile telephony has not just had broad infrastructural impact in Uganda, it has revolutionized the livelihoods of ordinary people and MTN is proud to have both pioneered and powered this journey through the company’s own product initiatives and various industry collaborations. MTN has also grown to be the leading taxpayer and business brand in Uganda.

According to official annual revenue performance reports released by the Uganda Revenue Authority, MTN has been the leading taxpayer in Uganda for the past decade. MTN is also recognized as the most admired African brand in Uganda based on spontaneous consumer responses in the Brand Africa 100: Africa’s Best Brands 2020 survey carried out across 27 African countries; with the awards seeking to recognize brands that create a positive image for Africa, showcase the continent’s diversity and drive
the continent’s competitiveness.

On the social impact front, MTN has through the MTN Uganda
Foundation improved the quality of life in communities across the country by supporting and implementing sustainable projects in youth empowerment, education, health and other national priorities. As of the date of this Prospectus, a total of UGX 20 billion has been invested in community projects around the country since the inception of the Foundation in 2007.

The Offer and Listing

The Offer and the Listing are being undertaken to comply with the requirements of the National Broadband Policy, NTO License and regulations issued by the UCC, and could not have come at a more opportune moment for the Company. The offer is also being undertaken by MTN Group in pursuance of its objective to broaden Ugandan shareholding in MTN and provide an opportunity to Ugandan investors, including
MTN’s loyal customers, to own a stake in the Company and
participate in its future growth.

The Listing will have several benefits for all stakeholders. MTN will have broader local ownership consistent with its philosophy of local stakeholder participation thereby enabling Ugandans to own part of and share in the success of the Company and will benefit from enhanced governance standards and a higher profile.

Investors will benefit from dividends (when declared by the Company) and a capital gain per share depending on the performance of the Company over time and its trading activity. The capital markets on the whole will be strengthened with the USE benefitting from an increased market capitalization and share liquidity, giving the Ugandan investing public the opportunity to transact in the shares of the Company and to realize the value of their investment.

Our commitment and outlook

Having received a renewed mandate to continue providing market-leading telecommunications services and solutions to the people of Uganda through the NTO License, we are excited about the future prospects and growth potential of MTN and the opportunity to make an even greater contribution to the country’s transformation by extending digital and financial inclusion to all areas of Uganda.

The Company has had a 23-year legacy of investment in Uganda and we are committed to doing even more. We have been, and continue to be, a development partner of GOU and over the years we have invested significantly in infrastructure development that has provided a robust foundation for the country’s economic growth. Additional investments will
continue to be made in the medium and long-term.

The Company has also established a sustainable platform for growth, from which we are able to meet the growing and dynamic needs of our customers, the communities in which we operate and our country. This platform has been built through a sustained focus on customer-centric delivery, striving to ensure that every subscriber gets as much value for their money as possible.

We are grateful to our customers for their loyalty, and to our people, our partners and our regulators for the opportunity to continue to contribute to
Uganda’s growth story.

The Company will also continue to grow its value-added services offering to meet the ever-changing demands of our customers. We recommit to ensure that we provide each and every one of our customers with the best service and value for-money propositions that will ensure that our customers are well-equipped for their ever changing and dynamic lives.

This is consistent with MTN Group’s Ambition 2025 strategy and #We’re Good Together objective, by which MTN Group aspires to change lives by improving digital access, driving financial inclusion and broad community development.

Concluding remarks

The Board takes responsibility for the information contained in this Prospectus which has been prepared in accordance with the CMA Act and the USE Listing Rules with the support of our advisers. The details of the Offer are set out in Section 18 (Terms and Conditions of the Offer) of this Prospectus.

We implore you to also review the risk factors in Section 8 (Risk Factors) of this Prospectus in order to appreciate the risks and uncertainties associated with MTN, the telecommunications industry and its regulatory environment, Uganda’s political and economic risk profile and the Offer itself.

On behalf of the Board, I look forward to welcoming you as a shareholder of MTN.

Charles Mbire
MTN Board Chairperson