EW Circular To Shareholders 25 Jan 2017 WITH SIGNATURES FINAL PDF

This Document is not and, does not purport to be a Prospectus or an oer to sell, or the solicitation of an oer to buy shares
in Zimbabwe or in any country other than

Zimbabwe. The distribution of this Document outside Zimbabwe may constitute a violation of the laws of other countries. This Document contains an oer to the existing
shareholders of Econet Wireless Zimbabwe Limited to purchase additional shares in Econet Wireless Zimbabwe Limited that shall in all respects rank pari passu with, and be
uniform to shares already in issue. The terms and conditions of the proposed Rights Oer and the Debentures are set out herein.
No person has been authorised to give any information, or make any representations in connection with the Rights Oer, or the Company other than as contained in this
Document and, if given or made, such information or representation must not be relied upon as having been authorised by the Company, its Directors, or its advisors. The
Advisors are acting as advisors to the Company only, in connection with the Rights Oer, and will not be responsible to any other person for providing the protection oered
to their clients.
If you are in any doubt as to the action you should take, you should immediately seek advice from your stockbroker, bank manager, legal practitioner, accountant or other
professional advisor. If you no longer hold any shares in Econet Wireless Zimbabwe Limited, you should send this Document and the accompanying proxy form as soon as
possible to the stockbroker or other agent through whom the sale or disposal of your shares was eected for onward transmission to the purchaser or transferee.
(Incorporated in Zimbabwe on 4 August 1998 under Company registration number 7548/98)

ZSE alpha code: ECO
ISIN: ZW 000 901 212 2
CIRCULAR TO SHAREHOLDERS OF ECONET WIRELESS ZIMBABWE LIMITED

regarding approvals for:
The proposed Capital Raise of US$130 Million (the Capital raise) by Econet Wireless Zimbabwe Limited through an oer to members of the Company, pro rata to their
respective existing shareholdings, of 1,082,088,944 Ordinary Shares plus 263,050,614 Class A Shares at a subscription price of 5.00 US Cents per share, on the basis of
circa 82 ordinary shares for every 100 shares already held. Each Rights Oer share shall be linked to a redeemable accrual Debenture with a subscription price of 4.665
US Cents at a coupon rate of 5% per annum. The amount due on both the shares and the Linked Debentures shall be payable in full on acceptance of the oer.
This Circular Incorporates

THE NOTICE CONVENING AN EXTRAORDINARY GENERAL MEETING (EGM) TO APPROVE THE CAPITAL RAISE
NOTICE OF AN EXTRAORDINARY GENERAL MEETING

The Notice of an Extraordinary General Meeting of the shareholders of Econet Wireless Zimbabwe Limited to be held at 10:00 am on Friday 3 February
2017 at Econet Park, 2 Old Mutare Road, Msasa, Harare is set out at the end of this document. Shareholders are asked to complete and return the enclosed
proxy form in accordance with the instructions printed thereon as soon as possible, but in any event so as to be received by no later than 10:00 am on
Wednesday 1 February 2017.
Shareholders will find as part of this Circular a Form of Proxy for use at the Extraordinary General Meeting of the Econet Wireless Zimbabwe Limiteds
shareholders. To be valid, a Form of Proxy and any authority under which it is executed, or a copy of the authority certificate notarially executed or in
some other way approved by Econet Wireless Zimbabwe Limited Directors, must be completed and returned in accordance with the instructions printed
thereon by post or (during normal business hours only) by hand to the Group Company Secretary of Econet Wireless Zimbabwe Limited or the Transfer
Secretaries, but in any event so as to arrive not less than forty-eight (48) hours before the time for the Extraordinary General Meeting or adjourned meeting
at which the person named in the instrument proposes to vote. When you do not wish to attend in person, please complete and return the Form of Proxy
which is part of this document. The completion and return of the Form of Proxy will not prevent you from attending and voting at the meeting or any
adjournment thereof, in person if you wish to do so.
Lead-Financial Advisors
Co-Financial Advisors
Independent Financial
Advisors
Sponsoring Broker
Legal Advisors
Transfer Secretaries
Exchange Control
Advisor
Reporting Accountants
and Auditors
Debenture
Trustees
Receiving Bank
Underwriter
Econet Global Limited
DATE OF ISSUE: TUESDAY 17 JANUARY 2017
ECONET WIRELESS ZIMBABWE LIMITED - CIRCULAR TO SHAREHOLDERS OF THE COMPANY
CORPORATE INFORMATION
Directors
The Group Company Secretary and Registered Oce
Dr James Myers (Non Executive Chairman)

Mr Strive Masiyiwa (Executive Director)
Mr Craig Fitzgerald (Non- Executive Director)
Mrs Tracy Mpofu (Non Executive Director)
Ms Beatrice Mtetwa (Non Executive Director)
Mrs Sherree Shereni (Independent Non Executive Director)
Mr Godfrey Gomwe (Independent Non Executive Director)
Mr Martin Edge (Independent Non Executive Director)
Mr Douglas Mboweni (Executive Director Chief Executive Ocer)
Mr Roy Chimanikire (Executive Director Finance Director)
Mr Krison Chirairo (Executive Director)
Charles. A Banda
Econet Wireless Zimbabwe Limited
2 Old Mutare road
Harare, Zimbabwe
Lead- Financial Advisors
TN Financial Services (Pvt) Limited

10 Brighton Road
Avondale
Harare, Zimbabwe
Co- Financial Advisors
MBCA Bank Limited

14th Floor, Old Mutual Centre
Cnr 3rd Street/Jason Moyo Avenue
Harare, Zimbabwe
Independent Financial Advisor
Ernst & Young Associates (Private) Limited

1st Floor Angwa City,
Kwame Nkrumah/Julius Nyerere
Harare, Zimbabwe
Sponsoring Brokers
Bethel Equities (Private) Limited

23 Boundary Road
Eastlea
Harare, Zimbabwe
Transfer Secretaries
First Transfer Secretaries (Private) Limited

1 Armagh Avenue,
Eastlea
Harare, Zimbabwe
Reporting Accountants and Auditors
Deloitte & Touche

West Block
Borrowdale Oce Park, Borrowdale Road
Harare,Zimbabwe
Legal Advisors
Mhishi Legal Practice

9th Floor Old Mutual Centre
Cnr Jason Moyo Avenue/3rd Street
Harare, Zimbabwe
Exchange Control Advisor
Steward Bank Limited

2nd Floor, 101 Union Avenue Building,
Kwame Nkrumah Avenue,
Harare, Zimbabwe
Receiving Bankers
African Export-Import Bank

72 (B) El-Maahad El-Eshteraky Street Heliopolis,
Cairo 11341, Egypt.
Underwriter

Anslow Oce Park
8 Anslow Lane, Bryanston
South Africa
Debenture Trustees
CBZ Bank Headquarters

3rd Floor, Union House,
60 Kwame Nkrumah,
Harare, Zimbabwe
HELP LINE
If you have any questions relating to this Circular or the completion of the Form of Proxy, please telephone the Group Company
Secretary, Mr. C.A. Banda on Tel: +263 772555144 or Transfer Secretaries, First Transfer Secretaries on 04-782869/72.
i
TABLE OF CONTENTS
CORPORATE INFORMATION
TABLE OF CONTENTS
DEFINITIONS
ACTION REQUIRED BY SHAREHOLDERS
IMPORTANT DATES AND TIMES
PART I: SALIENT FEATURES OF THE RIGHTS OFFER
PART II: CHAIRMANS LETTER
2.1
Introduction
2.2
Purpose of this Circular
2.3
The Proposed Capital Raise
2.4
Mechanics of the Capital Raise
2.5
Application of Proceeds of the Capital Raise
2.6
Expenses of the Capital Raise
2.7
Conditions Precedent
2.8
Underwriting
2.9
Related Party Statement
2.10
Listing on the ZSE
2.11
Eects of the Rights Oer
2.12
Rights Attaching to Shares And Debentures
2.13
Options and Preferential Rights in Respect of the Rights Oer Shares
2.14
Repayment, Redemption and Purchase of Debentures
2.15
Consequences of Not Raising Additional Capital
2.16
Prospects
2.17
Documents Available For Inspection
2.18
Experts and Other Consents
2.19
Opinions and Voting Recommendations
PART III: TERMS AND CONDITIONS OF THE RIGHTS OFFER
3.1
Terms of the Rights Oer
3.2
Date of Opening and Closing of Rights Oer
3.3
Courses of Action
3.4
Payment
3.5
Exchange Control
3.6
Dividends
3.7
Fractional Rights
3.8
Listing and Registration of Rights Oer Shares
3.9
Rights Oer Share Certificates
PART IV: TERMS AND CONDITIONS OF THE DEBENTURES
PART V: SUMMARY INFORMATION ON ECONET WIRELESS ZIMBABWE LIMITED
5.1
History
5.2
Business Structure
5.3
Historical Financial Information of Econet
5.4
Performance Review
5.5
Shareholders
5.6
Corporate Governance
5.7
Directorate
5.8
Statement of Indebtedness
5.9
Litigation
5.10
Significant Contracts
5.11
Material Changes
5.12
Directors Interests in Shares
5.13
Directors Interests in the Rights Oer
5.14
Directors Interests Other
PART VI: INDEPENDENT FINANCIAL ADVISORS REPORT
PART VII: ACCOUNTANTS REPORT ON THE HISTORICAL FINANCIAL INFORMATION
PART VIII: HISTORICAL FINANCIAL INFORMATION OF ECONET WIRELESS ZIMBABWE LIMITED
PART IX: REPORTING ACCOUNTANTS REPORT ON THE UNAUDITED PRO-FORMA FINANCIAL INFORMATION
PART X: ECONET WIRELESS ZIMBABWE LIMITED PRO-FORMA STATEMENT OF FINANCIAL POSITION
PART XI: TABLE OF ENTITLEMENT FOR ECONET WIRELESS ZIMBABWE LIMITED SHAREHOLDERS
PART XII: SHARE PRICE INFORMATION
PART XIII: DETAILS OF THE UNDERWRITER
PART XIV: ECONET WIRELESS ZIMBABWES ACCOUNTING POLICIES
PART XV: DIRECTORS RESPONSIBILITY STATEMENT
ANNEXURE A: NOTICE OF EXTRAORDINARY GENERAL MEETING
ANNEXURE B: PROXY FORM EGM
ANNEXURE C: LETTER OF ALLOCATION
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DEFINITIONS
In this circular, unless otherwise indicated, the words or phrases shown below bear the meanings ascribed to them. Words importing
natural persons shall include juristic persons (whether corporate or unincorporated and vice versa) and words in the masculine shall
import both the feminine and neuter.
AFREXIM Bank
African ExportImport Bank, a multi-lateral financial institution headquartered in Egypt

that has been nominated as designated receiving bank for Econet Wireless Zimbabwe
Limited for the rights issue proceeds;
Articles of Association
The Articles of Association of Econet Wireless Zimbabwe Limited;
Board, Board of Directors or Directors
The Board of Directors of Econet Wireless Zimbabwe Limited;
Broker
A Company registered as a broking member (equities) by the ZSE;
Certificated shares
Shares which have not been dematerialised, title to which is represented by documents
of title;
CSD
Central securities depository, an electronic platform for dematerialised shares, operated

by Chengetedzai Depository Company;
CDC
Chengetedzai Depository Company, a licensed entity to operate central securities

depository;
Class A shares
Class A shares with a nominal value of US$0.001 each in the share capital of Econet Wireless,
each of which ranks pari passu in every respect with the Ordinary Shares except that the
Class A Shares are not traded on the Zimbabwe Stock Exchange;
Closing Date
The date on which the Rights Oer closes, being Friday 10 March 2017;
Companies Act
The Companies Act [Chapter 24:03] of Zimbabwe, as amended;
Conditions Precedent
The conditions precedent to the Rights Oer set out in section 2.7 of the Chairmans letter
in this Circular;
Debentures
A Debenture is a debt instrument issued out of the stock of the Company in terms of
section 106 of the Companies Act (Chapter 24:03) that is not secured by physical assets or
collateral but is backed only by the general creditworthiness and reputation of the issuer.
Redeemable, Debentures with an issue price of 4.665 US Cents each, and a coupon rate of
5% per annum payable upon redemption. The redemption value inclusive of the interest
coupon shall be of 6.252 US Cents each to be issued by Econet Wireless, each of which
shall be linked to a single Share in Econet Wireless to be issued pursuant to the Rights
Oer and to be immediately delinked from the Rights Oer Shares upon closure of the
Rights Oer;
Debenture trust deed or the deed
The Debenture trust deed to be entered into between Econet Wireless and the Trustees for
Debenture holders recording the terms and conditions of the Debentures;
Dematerialisation
The process by which certificated shares are converted to or held in an electronic form as
uncertificated securities and recorded in the sub-register of security holders maintained
by the central securities depository;
Dematerialised shares
Shares which have been dematerialised;
Documents of title
Share certificates, certified transfer deeds, balance receipts or any other documents of title
to certificated shares acceptable to Econet Wireless;
Econet Wireless or the Company
Econet Wireless Zimbabwe Limited is Zimbabwe's largest provider of telecommunications

services, providing solutions in mobile and fixed wireless telephone, public payphones,
internet access and payment solutions. The Company is listed on the ZSE under alpha
code ECO and ISIN ZW 000 901 212 2;
Econet Wireless Debenture holders or

Debenture holders
The registered holders of Econet Wireless Debentures to be issued pursuant to the Rights
Oer;
EGM
The Extraordinary General Meeting of the Company which shall be held at 10:00 am on
Friday 3 February 2017 at Econet Park, 2 Old Mutare Road, Msasa, Harare to approve the
resolutions shown in the Notice of the meeting and to give eect to the Rights Issue and
Debenture Issue;
EPS
Earnings Per Share;
Form of Proxy, or Proxy Form
The form, included in this circular, which enables Econet Wireless Zimbabwe Limited
Shareholders to appoint a proxy to attend and vote on their behalf and on the Resolutions;
HEPS
Headline Earnings Per Share;
Last Practicable Date
30 November 2016, being the date before the issue of this circular that was used for
purposes of determining the Rights Oer price;
Letter of Allocation, or LA
NAV
The letter of allocation that sets out the entitlement of the shareholder to whom this
circular is addressed with respect to the Rights Oer;
Net Asset Value;
NTAV
Net Tangible Asset Value;
Opening Date
The date the Rights Oer opens, being Monday 20 February 2017;
Ordinary Shares
The ordinary shares of Econet Wireless Zimbabwe Limited with a nominal value of US$0.001
each in the share capital of Econet Wireless Zimbabwe Limited;
Record Date
The date on which the Econet Wireless Zimbabwe Limited share register was closed for
purposes of determining the eligibility of Shareholders to participate in the Rights Oer
which date was the close of business on Friday 17 February 2017;
Rights Oer Shares
The approximately 1,345,139,558 Econet Wireless Zimbabwe Limited Shares (comprising

of 1,082,088,944 Ordinary Shares and 263,050,614 Class A Shares), each of which shall be
linked to a Debenture, to be oered by Econet Wireless Zimbabwe Limited to Econet
Wireless Zimbabwe Limiteds shareholders registered as such on the Record Date in terms
of Rights Oer and at an oer price of 5 US Cents per share;
Rights Oer
The oer of the Rights Oer Shares described in this circular;
Shareholder or Econet Wireless Zimbabwe

Limited Shareholder
A holder of Econet Wireless Zimbabwe Limited Shares registered in the Econet Wireless
Zimbabwe Limited share register as at the Record Date;
Sponsoring broker
Sponsoring broker on the proposed Rights Oer, namely Bethel Equities (Private) Limited;
Subscription Price
The amount of 5 US Cents per Rights Oer Share and 4.665 US Cents per Debenture
payable at the same time, in full, into the designated account outside Zimbabwe, in USD,
on acceptance;
The circular
This circular, dated Tuesday 17 January 2017;
TNFS
TN Financial Services (Private) Limited, a Company incorporated in Zimbabwe under

registration 5548/97 and that is duly registered with the Zimbabwe Securities Exchange
Commission to conduct financial advisory services;
Transfer Secretaries or FTS)
Transfer Secretaries to Econet Wireless Zimbabwe Limited, namely first Transfer Secretaries
(Private) Limited;
USD or US$
The United States Dollar, the lawful currency of the United States of America, being a legal
currency in Zimbabwe as well;
Zimbabwe
The Republic of Zimbabwe;
ZSE
Zimbabwe Stock Exchange;
ACTION REQUIRED BY SHAREHOLDERS

The definitions and interpretations set out on pages 2 to 3 of this circular apply to this section.
Please take careful note of the following provisions regarding the action required to be taken by shareholders. If you are in any doubt as to
what action to take, consult your broker, lawyer, banker or other professional advisor immediately.
ACTION TO BE TAKEN BY SHAREHOLDERS REGARDING THE EXTRAORDINARY GENERAL MEETING
An EGM of shareholders will be held at 10:00 Hours on Friday 3 February 2017, at the registered oce of the Company to consider and, if
deemed fit, pass the resolutions required to implement the Rights Oer. A Notice convening the extraordinary general meeting is attached
to and forms part of this circular.
Please take careful note of the following provisions relating to the actions required to be taken by shareholders regarding the EGM:
1
If you have not dematerialised your shares
1.1
Voting and attendance at the EGM
You may attend the EGM in person and may vote at the EGM.
Alternatively, you may appoint a proxy to represent you at the EGM by completing the attached form of proxy (Annexure B)
in accordance with the instructions it contains and return it to the Group Company Secretary or the Transfer Secretaries to be
received by no later than 10:00 am on Wednesday 1 February 2017.
If you have dematerialised your shares
2.1
Voting at the EGM
Your broker or custodian should contact you to ascertain how you wish to cast your vote at the EGM and thereafter to cast
your vote in accordance with your instructions.
If you have not been contacted by your broker or custodian, it is advisable for you to contact your broker or custodian and
furnish them with your voting instructions.
If your broker or custodian does not obtain voting instructions from you, they will be obliged to vote in accordance with the
instructions contained in the custody agreement concluded between you and your broker or custodian.
You must NOT complete the attached form of proxy (Annexure B).
2.2
Attendance and representation at the EGM

In accordance with the mandate between you and your broker or custodian, you must advise your broker or custodian if you wish
to attend the EGM and your broker or custodian will issue the necessary letter of representation to you to attend the EGM.
If you wish to dematerialise your shares, please contact your broker.

If you have disposed of all of your shares, this circular should be handed to the purchaser of such shares or broker, banker
or other agent who disposed of your shares for you.
Additional copies of this circular, printed in English, will be made available at the Companys registered oce.
IMPORTANT DATES AND TIMES

Event
Date
Press Announcement in the form of an Abridged version of the Rights Oer Circular
incorporating the EGM notice and the Rights Oer time table
Tuesday 17 January 2017
Rights Oer Circular posted to shareholders
Friday 20 January 2017
Last day for receipt of proxies for the general meeting by 10:00 am
Wednesday 1 February 2017
EGM to be held at 10:00am. The Rights Oer to be approved by members subject to

Exchange Control Approval.
Friday 3 February 2017
Submission of EGM Shareholder Approvals as directed by Exchange Control for purposes of

obtaining final Exchange Control Approval
Monday 6 February 2017
Last day to register for participation in the Rights Oer
Securities listed ex rights
Last day for receipt of postal registrations
Wednesday 15 February 2017
Date of expected receipt of Exchange Control Approval
Record date
Rights Oer Opens
Letters of Allocation listed
Monday, 20 February 2017
Last day for dealing in Letters of Allocation
Wednesday, 8 March 2017
Last day for splitting Letters of Allocation (14h30).
Thursday, 9 March 2017
Rights Oer closes (14h30) (earliest date).
Friday, 10 March 2017
Securities listed
Monday, 20 March 2017
Date of receipt of Rights Oer proceeds
Wednesday, 22 March 2017
Publication of the Rights Oer results
Monday 27 March 2017
Notes:
The above dates are subject to change. Any amendments to the above timetable will be published in the press.
Existing share certificates in respect of issued and fully paid up shares in the share capital of Econet Wireless will remain good for
delivery regarding interests in the issued share capital of the Company. New share certificates, to be issued in terms of the Rights
Offer shares subscribed for shall be distributed, at the risk of the subscribing member of the Company, to the address indicated in
the Letter of Allocation.
Rights Offer, shall rank pari passu in all respects with all other shares of the same class, including but not limited to the right to
receive all dividends or other distributions declared, made or paid on the issued share capital of Econet Wireless, except that Class
A Shares shall not be listed on the Zimbabwe Stock Exchange.
The Debentures will not be listed on the Zimbabwe Stock Exchange.
PART I: SALIENT FEATURES OF THE RIGHTS OFFER

This summary presents the salient information in relation to the Rights Oer, the detailed terms and conditions of which are more fully set
out in this document. The Circular should accordingly be read in its entirety for a full appreciation of the rationale for, and the implications of,
the Rights Oer, as well as the action required to be taken by each shareholder with respect to the Rights Oer.
THE RIGHTS OFFER
The Rights Oer is an oer to members of the Company, pro rata to each members existing shareholding. It comprises of 1,082,088,944
ordinary shares plus 263,050,614 Class A Shares at a subscription price of 5.00 US Cents per share on the basis of circa 82 ordinary shares
for every 100 shares already held. Each Rights Oer share shall be linked to a Debenture with an issue price of 4.665 US Cents each and, a
coupon rate of 5% per annum thus giving a redemption value of 6.252 US Cents each. The amount due on both the shares and the Linked
Debentures shall be payable in full on acceptance of the oer. The Rights Oer is expected to raise an aggregate of US$130,007,739 before
expenses.
CAPITAL RAISE STATISTICS
ORDINARY
SHARES
CLASS A SHARES
TOTAL
Rights Oer
US$0.05
US$0.05
Issued and fully paid up shares of US$0.001 each before Rights Oer
Subscription price per Rights Oer Share
909,318,440
730,696,150
Rights Oer Shares available to Ordinary Shareholders
745,822,758
Rights Oer Shares available to Class A Shareholders
1,640,014,590
745,822,758
336,266,186
263,050,614
599,316,800
1,991,407,384
993,746,764
2,985,154,148
Gross Rights Oer proceeds (US$)
US$37,291,138
US$29,965,840
US$67,256,978
Debenture Oer
Subscription price per Debenture
Total number of Debentures post subscription
Gross Debenture Oer proceeds (US$)
US$0.05
745,822,758
US$34,792,632
US$0.05
599,316,800
US$27,958,129
1,345,139,558
US$62,750,761
Total Funds Raised
US$72,083,770
US$57,923,969
US$130,007,739
Total number of Issued shares post the Rights Oer

Percentage of enlarged share capital available under the Rights Oer
45%
SHARE CAPITAL OF ECONET WIRELESS BEFORE AND AFTER THE RIGHTS OFFER
The eects of the Rights Oer on the authorised and issued share capital of Econet Wireless are shown in the table below.
BEFORE
2,000,000,000
1,000,000,000
3,000,000,000
Issued Share Capital

Ordinary shares of US$0.001 each
Class A Shares of US$0.001 each
Total
909,318,440
730,696,150
1,640,014,590
Authorised But Unissued Shares

Total
1,090,681,560
269,303,850
1,359,985,410
Debentures
Issued Debentures of 4.665 US Cents each
Rights Oer
Authorised Share Capital

Total
After
2,000,000,000
1,000,000,000
3,000,000,000
1,082,088,944
263,050,614
1,345,139,558
1,991,407,384
993,746,764
2,985,154,148
8,592,616
6,253,236
14,845,852
1,345,139,558
1,345,139,558
FEATURES OF THE DEBENTURES
Number of Debentures to be issued
1,345,139,558
Redemption value per Debenture at end of the term

inclusive of the interest coupon for the six year period
6.252 US Cents
Subscription price
4.665 US Cents
Gross proceeds
US$62,750,761
Term
6 years
Coupon rate
5% per annum payable on redemption.
Coupon payment
The Debentures shall be issued on an accrual basis, with the coupon being
payable on redemption.
Redemption
The Debentures shall be redeemable at the end of 6 years from the date
of issue, or earlier at the discretion of the Board. In the case of earlier
redemption, the Debentures shall be redeemed at a price determined
by adding the cumulative interest calculated at a coupon rate of 5% per
annum and compounded annually up to the date of redemption to the
subscription price.
Security
Unsecured
Tradability
The Debentures shall not be listed on the Zimbabwe Stock Exchange. The
transfer of the Debentures from one member to another shall require the
approval of the Trustees. A banking institution has been selected to hold the
oce of Trustees as they will be required to perform standard Know Your
Customer (KYC) verification, which is required under banking legislation as
well as the Money Laundering and Proceeds of Crime Act (Chapter 9:24).
Approval of transfer of the debentures between debenture holders is
subject to these standard due diligence procedures.
Other features
Each Debenture shall be linked to a Rights Oer Share on a ratio of 1:1.

The Debentures shall be automatically delinked from the Rights Oer
Shares immediately after the shares and the Debentures have been issued
and allotted. The subscription price for the Debentures shall be payable
on acceptance of the Rights Oer. It shall not be possible to subscribe for
Rights Oer Shares alone without subscribing for the Debentures nor shall
it be possible to subscribe for the Debentures alone without subscribing for
the Rights Oer Shares.
RATIONALE OF THE CAPITAL RAISE

In recent months it has become clear that there is a critical shortage of foreign currency in the overseas nostro accounts of Zimbabwes
banks, and that the flow of local USD cash that those banks can export to fund their nostro accounts has diminished materially. This
has made it extremely dicult for the Company and its subsidiaries to service their financial obligations to lenders and creditors outside
Zimbabwe. To avoid defaulting on its loan obligations, the Company intends to raise foreign currency from its members by way of a Rights
Oer of shares and Linked Debentures.
It is a condition of the proposed Rights Oer that the members shall follow their rights by paying the proceeds of the oer in United
States Dollars directly outside Zimbabwe into the Companys debt service account with AFREXIM Bank outside Zimbabwe, (the designated
account). The Companys locally available resources, which cannot be used to service external obligations because of the reasons cited
above, will be applied to meet local working capital requirements and as much as possible to return value to shareholders.
The Rights Oer shares are priced at a discount to market in order to provide an incentive for members to invest capital into a deflationary
and illiquid environment where it is extremely dicult to withdraw cash in United States Dollars, or to make foreign payments. The Linked
Debentures are being issued in order to mitigate the dilutive impact of the Rights Oer. Both the shares and the Debentures alleviate the
burden on the Company of having to make mandatory annual foreign currency payments in the short-term, in an illiquid environment
where such foreign currency is not available.
READ THE WHOLE OF THIS DOCUMENT
This document should be read in its entirety, and not just these salient features.
PART II: CHAIRMANS LETTER

ECONET WIRELESS ZIMBABWE LIMITED
(Incorporated in Zimbabwe on 4 August 1998 under Company registration number 7548/98)

ZSE alpha code: ECO
ISIN: ZW 000 901 212 2
Directors: Dr James Myers (Non Executive Chairman); Mr Strive Masiyiwa ( Executive Director); Mr Craig Fitzgerald (Non- Executive Director); Mr Douglas
Mboweni (Executive Director Chief Executive Ocer); Mr Roy Chimanikire (Executive Director Finance Director); Mrs Tracy Mpofu ( Non Executive
Director); Mr Krison Chirairo ( Executive Director); Ms Beatrice Mtetwa (Non Executive Director); Mrs Sherree Shereni (Non Executive Director); Mr Godfrey
Gomwe (Non Executive Director); and Mr Martin Edge (Non Executive Director).
Address: Econet Wireless Zimbabwe Limited, 2 Old Mutare Road, Harare, Zimbabwe
17 January 2017
Dear Shareholder
PROPOSED RIGHTS ISSUE FOR ECONET WIRELESS LIMITED
2.1
INTRODUCTION
The Board of Directors is proposing that, subject to certain conditions precedent, your Company engages in a capital raise of
US$130,007,739 by way of a Right Oers of ordinary shares and Linked Debentures in order to facilitate the servicing of obligations
to its foreign lenders. Collectively, the Directors proposals will be referred to herein as the capital raise or Rights Oer.
2.2
PURPOSE OF THIS CIRCULAR

The principal purpose of the full version of the Circular, in addition to that of the Abridged Version of this Circular is to furnish
members with the terms and conditions of the Rights Oer and to provide them with the Letters of Allocation that they shall use
in participating in the Rights Oer. Any members not registered to participate in the Rights Oer shall be entitled to a copy of the
full version of this Circular free of charge within seven days of requesting such copy in writing and delivering the letter to the Group
Company Secretary at the Registered Address of the Company.
2.3
THE PROPOSED CAPITAL RAISE
2.3.1
The Share Oer

In terms of the Rights Oer, shareholders shall be oered, pro rata to their shareholdings, 1,082,088,944 ordinary shares plus
263,050,614 Class A shares at a subscription price of 5.00 US Cents each on the basis of circa 82 ordinary shares for every 100 shares
already held. Each share shall be linked to a Redeemable Debenture with an issue price of 4.665 US Cents each, a coupon rate of 5%
per annum payable upon redemption, and a redemption value of 6.252 US Cents each inclusive of the cumulative interest coupon
for the 6 year period. The subscription price for the Shares and the Debentures shall be payable in full on acceptance of the oer.
Each class of shareholders will be entitled to follow their rights and contribute the capital required pro-rata to their existing
shareholding in Econet Wireless. If a shareholder decides not to follow their rights, the Rights Oer shall be renounceable in terms
of ZSE listings requirements only in favour of an existing shareholder with capacity to take up the Rights Oer Shares and the Linked
Debentures.
2.3.2
The Linked Debenture Oer

Each Debenture shall be linked to a Rights Oer share on a ratio of 1:1. Each Debenture shall have an issue price of 4.665 US
Cents, a coupon rate of 5% per annum payable upon redemption, and a redemption value of 6.252 US Cents inclusive of the
accumulated interest, and shall be redeemable after 6 years or earlier as determined by the Company at its absolute discretion. The
Linked Debentures shall be issued on an accrual basis, with no periodic payments of interest but carry embedded value which is
realisable upon maturity. It shall not be possible to subscribe for Rights Oer Shares alone without subscribing for the Debentures
nor shall it be possible to subscribe for the Debentures alone without subscribing for the Rights Oer Shares. The rest of the terms
and conditions of the Debentures shall be set out in the Debenture Trust Deed a copy of which shall be available for inspection,
provided that in the event of any inconsistency between the terms of the Debenture Trust Deed and this Circular, the terms of this
Circular shall prevail.
2.3.3
Rationale For The Capital Raise

In recent months it has become clear that there is a critical shortage of foreign currency in the overseas nostro accounts of
Zimbabwes banks, and that the flow of local USD cash that those banks can export to fund their nostro accounts has diminished
materially. This has made it extremely dicult for the Company and its subsidiaries to service their financial obligations to lenders
and creditors outside Zimbabwe. To avoid defaulting on its loan obligations, the Company intends to raise foreign currency from
its members by way of a Rights Oer of shares and Linked Debentures.
2.3.4
Pricing of the Rights Oer Shares

The Rights Oer shares are priced at a discount to the current trading market price in order to provide an incentive for shareholders
to invest capital in a deflationary and illiquid environment where it is extremely dicult to withdraw cash in United States Dollars,
or to make foreign payments. The Debentures are intended to mitigate the dilutive impact of the Rights Oer.
Both the Rights Oer shares and the Linked redeemable Debentures have been designed to alleviate the burden on the Company
of having to make mandatory annual foreign currency payments in the short-term, in an illiquid environment where such foreign
currency is not available.
Ernst & Young acting as an Independent Financial Advisor to the Board has issued a fair and reasonableness opinion on the pricing
of the shares and the Debentures. The opinion is part of this Circular.
2.3.5
Pricing of Debenture
Shareholders are being given the opportunity to earn a fixed US Dollar return of 5% per annum by subscribing to the Linked
Debentures. The Debentures allow the Company to defer a debt settlement, which is due and payable within the next 12 18
months by a further 4 5 years. This will aord the Company an opportunity to accumulate foreign currency resources to fund the
redemption of these Debentures at maturity. It also provides an important incentive for shareholders to participate in the Rights
Oer and the Linked Debentures while mitigating the dilutive impact of the Rights Oer on those shareholders who may not have
access to external US Dollar resources with which to follow their rights. Subject to the availability of United States Dollars with
which to make external payments, it is the opinion of the Directors, that the Company will be able to mobilise sucient resources
over the 6-year period to redeem the Linked Debentures.
2.3.6
Payment Modalities
It is a condition of the proposed Rights Oer that the members shall follow their rights by paying the subscription price
of the shares and Linked Debentures in United States Dollars directly outside Zimbabwe into the Companys debt service
account with AFREXIM Bank, (the designated account). Payment will be recognised in cleared funds reflecting in the
designated account on or before Wednesday 22 March 2017. AFREXIM Bank is the Security Trustee and Facility Agent, selected
by the syndicate of lenders under the Companys existing loan facilities and is responsible for receiving and allocating payments
to all the lenders. It is for this reason that AFREXIM Bank has been selected as the receiving bank in this Rights Oer Proposal. The
existing loan obligations of the Company are tabulated below:
The Companys Loan Obligations
Financier
China Development Bank
China Development Bank
Ericsson Credit AB
African Export and Import Bank
Industrial Development Corporation
Total Capital Obligation
Initial
Facility
(US$)
135,000,000
93,000,000
50,562,449
28,000,000
20,000,000
Capital
Balance
(US$)
13,238,648
75,096,719
15,190,091
18,666,667
6,000,000
128,192,125
Eective
Interest rate
(EIR)
6.4%
5.7%
4.4%
9.0%
6.4%
Projected
Date of Last
Payment
12-Apr-17
21-Aug-19
15-Apr-18
05-Jul-17
15-Dec-17
The weighted average interest rate on long-term borrowings for the Company as at 29 February 2016 was 7.1% (2015: 7.3%). In
addition to the all inclusive rate of borrowing of 7.1% the Group pays guarantee fees of 6% per annum to Econet Global Limited for
the guarantee provided on the multi-creditor loan facilities.
2.4
MECHANICS OF THE CAPITAL RAISE
2.4.1
The Rights Oer

The terms of the Rights Oer are as tabulated below.
ORDINARY SHARES
CLASS A SHARES
TOTAL
US$0.05
US$0.05
Issued and fully paid up shares of US$0.001 each before

Rights Oer
909,318,440
730,696,150
Rights Oer Shares available to Ordinary Shareholders
745,822,758
Rights Oer Shares available to Class A Shareholders
336,266,186
263,050,614
599,316,800
1,991,407,384
993,746,764
2,985,154,148
Rights Oer
Subscription price per Rights Oer Share
Total number of Issued shares post the Rights Oer
745,822,758
Percentage of enlarged share capital available under

the Rights Oer
Gross Rights Oer proceeds (US$)
1,640,014,590
45%
US$37,291,138
US$29,965,840
US$0.05
US$0.05
US$67,256,978
Debenture Oer
Subscription price per Debenture
Total number of Debentures post subscription
745,822,758
599,316,800
1,345,139,558
Gross Debenture Oer proceeds (US$)
US$34,792,632
US$27,958,129
US$62,750,761
Total funds raised
US$72,083,770
US$57,923,969
US$130,007,739
The Rights Oer Shares will rank pari passu in every respect with all existing Econet Wireless shares including the right to receive
all dividends and other distributions thereafter declared, made or paid on the issued share capital of Econet Wireless with eect
from the date of issue, except that the Class A shares shall not be listed on the Zimbabwe Stock Exchange. PART III of this document
commencing on page 15 provides further information regarding the Rights Oer.
2.4.2
Features of the Debentures

1,345,139,558
Redemption value per Debenture at end of
the term inclusive of the interest coupon for
the six year period
6.252 US Cents
10
Subscription price
Gross proceeds
Term
Coupon rate
4.665 US Cents
US$62,750,761
6 years
5% per annum payable on redemption.
Coupon payment
Redemption
The Debentures shall be redeemable at the end of 6 years from the date of issue,
or earlier at the discretion of the Board. In the case of earlier redemption, the
Debentures shall be redeemed at a price determined by adding the cumulative
interest calculated at a coupon rate of 5% per annum and compounded
annually up to the date of redemption to the subscription price.
Security
Unsecured
Tradability
Customer (KYC) verification, which is required under banking legislation as well
as the Money Laundering and Proceeds of Crime Act (Chapter 9:24). Approval
of transfer of the debentures between debenture holders is subject to these
standard due diligence procedures.
Other features
Each Debenture shall be linked to a Rights Oer Share on a ratio of 1:1. The
Debentures shall be automatically delinked from the Rights Oer Shares
immediately after the shares and the Debentures have been issued and allotted.
The subscription price for the Debentures shall be payable on acceptance of the
Rights Oer. It shall not be possible to subscribe for Rights Oer Shares alone
without subscribing for the Debentures nor shall it be possible to subscribe for
the Debentures alone without subscribing for the Rights Oer Shares.
2.5
APPLICATION OF PROCEEDS OF THE CAPITAL RAISE

The Board intends to use the proceeds of the Rights Oer, amounting to approximately US$ 130 million to repay all the Companys
secured term loan obligations tabulated on page 9 of this Circular together with the expenses of this Rights Oer. As the debt
is being retired in full before its due date, lenders normally impose prepayment penalties because they will be deprived of the
interest that would have been earned over the full term of the loan instrument. The Company has made an application for the
waiver of these penalties and indications so far are that the request will be favourably considered by the lenders.
2.6
EXPENSES OF THE RIGHTS OFFER

The costs of implementing the Rights Oer are estimated at 3.1% (2% being Underwriting Fees) of the amount to be raised, or
US$4,030,000 which relates to underwriting fees, advisory fees, printing, regulatory fees and other professional charges. These
expenses will be paid by the Company out of the proceeds of the Oer.
In the opinion of the Directors, the costs of the Rights Oer are in line with other Rights Oers recently concluded in Zimbabwe
and are justified in light of the critical importance of this Capital Raise in securing the Companys future.
2.7
CONDITIONS PRECEDENT
The following constitute the conditions precedent to the current Rights Oer:
Approval by shareholders of the resolutions at the EGM to be held on Friday 3 February 2017 in terms of the EGM notice
incorporated herein;
Approval by the ZSEs Listings Committee of the listing of the new Econet Wireless ordinary shares to be issued to shareholders
who meet the terms of the Rights Oer as outlined in this Circular;
The Underwriting Agreement entered between Econet Global Limited (EGL) and Econet Wireless remaining in full force and
eect; and
The approval of the Reserve Bank of Zimbabwe for the proceeds of the Rights oer to be paid by each participating shareholder
into the debt service account held by the Company with AFREXIM Bank outside Zimbabwe and for the proceeds of the Rights
Oer to be applied by the Company to repay its secured loan obligations.
2.8
UNDERWRITING
The Rights Oer will be fully underwritten by Econet Global Limited. Econet Global Limited is a shareholder of the Company
currently holding 30.02% of the issued share capital of Econet Wireless Zimbabwe Limited. A copy of the Underwriting Agreement
is available for inspection at the registered oces of Econet Wireless Zimbabwe limited.
The Directors have made due and careful enquiry to confirm that the Underwriter is able to meet its commitments in terms of the
Rights Oer. Further particulars of the Underwriter are set out in PART XIII of this document.
2.9
RELATED PARTY STATEMENT

Steward Bank Limited, a wholly owned Subsidiary of Econet Wireless Zimbabwe Limited, has been retained as the Exchange Control
Advisor and will receive a fixed fee of US$40,000 (Forty Thousand United States Dollars) for the services provided in connection
with the proposed capital raise. The Underwriter, EGL is a material security holder by general definition under ZSE Rule 10.1 with a
30.02% shareholding. However in this Capital Raise, EGL is not contemplated as a contra-party whatsoever but rather as an ordinary
shareholder acting in concert with others in pursuance of their rights that have been oered to all shareholders of the Company on
the same terms.
In recognition of the foregoing, the ZSE Rules provide for the exclusion of EGL as a related party under Transactions not regarded
as Related Party Transaction Rule 10.7(c) (ii).
In addition, a fair and reasonable opinion by a professional independent expert has been given as part of this Circular under Rule
10.6(a).
In its role as an Underwriter of this Rights Oer, EGL is also not regarded as a related party for the purposes of Underwriting under
Rule 10.7(g).
11
2.10.
LISTING ON THE ZSE

It is not the desire of the Company to delist from the Zimbabwe Stock Exchange. Should the Underwriter hold 35% or more of the
issued share capital of the Company after it takes up the unsubscribed shares pursuant to the Rights Oer, the underwriter shall
either make an oer of its shareholding to minorities in accordance with Part 9 of the listing rules within six (6) months or seek an
exemption.
2.11.
EFFECTS OF THE RIGHTS OFFER
2.11.1 Directors and Management

The Rights Oer will not have any impact on the composition of the Board of Directors and the management team. The Directors
and management believe that the proposed Rights Oer is in the best interests of the Company and its Shareholders in that it
averts a possible default by the Company on its foreign secured loan obligations.
2.11.2 Financial Eects of the Capital Raise
2.11.2.1 Pro Forma Balance Sheet and Income Statement
The pro forma financial information is set out in PART X of this circular.
2.11.2.2 Reporting Accountants Report on Pro Forma Financial Eects of the Rights Oer
The reporting accountants report on the pro forma financial information is set out in PART IX of this circular.
2.112.3 Impact on Share Capital of Econet Wireless
The impact of the capital raise on the share capital of Econet Wireless is set out below.
BEFORE
Authorised share capital
Ordinary shares of US$0.01each
Total
2,000,000,000
1,000,000,000
3,000,000,000
Issued share capital

Total
909,318,440
730,696,150
1,640,014,590
Authorised but unissued shares

Total
1,090,681,560
269,303,850
1,359,985,410
Debentures
Issued Debentures of 4.665 US cents each
2.12
RIGHTS OFFER
AFTER
2,000,000,000
1,000,000,000
3,000,000,000
1,082,088,944
263,050,614
1,345,139,558
1,991,407,384
993,746,764
2,985,154,148
8,592,616
6,253,236
14,845,852
1,345,139,558
1,345,139,558
RIGHTS ATTACHING TO SHARES AND DEBENTURES

Save for the fact that the Class A shares shall not be listed on the Zimbabwe Stock Exchange, all the authorised and issued shares
will rank pari passu in every respect and accordingly, no shares have any special right to dividends, capital or profits or any other
right, including redemption rights and rights on liquidation or distribution of capital assets.
Any variation in rights attaching to shares will require the consent of shareholders in a general meeting in accordance with the
companys Memorandum of Incorporation.
Only such members that are registered in the Companys register on the day when a distribution is declared or on such other day
12
2.13
as may be determined by the Board as the record date for the distribution, will be entitled to receive the distribution so declared.
OPTIONS AND PREFERENTIAL RIGHTS IN RESPECT OF THE RIGHTS OFFER SHARES
There are no preferential conversions and/or exchange rights in respect of any of the Rights Oer Share.
No options or preferential rights of any kind was or is proposed to be given to any person to subscribe for the shares of the
Company.
There are no contracts or arrangements, either actual or proposed, whereby any option or preferential right of any kind has been
or will be given to any person to subscribe for any shares in the Company.
2.14
REPAYMENT, REDEMPTION AND PURCHASE OF DEBENTURES

The Debentures shall become redeemable at nominal value at the end of a period of six years or on an earlier date determined by
the Board of the Company at its discretion.
2.15
CONSEQUENCES OF NOT RAISING ADDITIONAL CAPITAL

In the event that the proposed Rights Oer is not implemented the Company will be faced with the risk of defaulting on its foreign
obligations which could lead to the secured creditors exercising their collateral against the Company and would also damage the
Companys future prospects of accessing international capital markets to finance its business.
2.16
PROSPECTS
The ongoing foreign currency shortages and general liquidity constraints have made it dicult for customers to spend on goods
and services. The stagnation of the economy and the consequent impact on consumers will continue to put a strain on all
businesses operating in Zimbabwe.
A challenging regulatory environment and the Governments need to raise additional taxes from a shrinking tax base also pose a
challenge to the Companys business.
In spite of these challenging operating circumstances, the Company continues to tailor its products and services to remain
relevant to its customers, understanding that they are under financial strain and so are demanding even greater value for money.
Consequently, the Company will continue to review its product pricing, bundle composition, marketing and selling strategies to
oer solutions based on clearly understood customer segments and markets. The Board and management continue to seek cost
eciencies, wherever possible, in order to deliver a lean and agile operation.
The Companys operating model remains the foundation on which it will deliver sustainable performance in the future. Through
relentlessly pursuing innovation, the Company will continue to roll out products and services that are customer centric and
technologically relevant.
2.17
DOCUMENTS AVAILABLE FOR INSPECTION

The following documents or copies thereof are available for inspection at the registered oce of Econet Wireless during normal
business hours:
Memorandum and Articles of Association of the Econet Wireless;
The Audited financial statements of Econet Wireless for the years ended February 2013, 2014, 2015 and 2016;
Notice of Shareholders Extraordinary General Meeting (EGM);
The experts consents referred to in this Circular;
The original copy of the signed Circular to shareholders;
Underwriting Agreement;
The Debenture Trust Deed; and
Accounting policies
13
2.18
EXPERTS AND OTHER CONSENTS

Each of the advisors, whose names appear in the Corporate Information and Advisors section of this circular have consented and
have not, prior to the date of publication of this circular withdrawn their written consent to the inclusion of their names and, where
applicable, reports in the form and context in which they appear in this circular.
2.19
OPINIONS AND VOTING RECOMMENDATIONS

The Directors consider the terms and conditions of the Rights Oer to be fair and reasonable so far as all the Shareholders as a
collective are concerned and to be in the best interests of the Company and its Shareholders.
Consequently, the Directors unanimously recommend that Shareholders follow their rights.
Yours faithfully,
For and behalf of the Board of Directors of Econet Wireless Zimbabwe Limited
Dr J Myers
Chairman
14
PART III: TERMS AND CONDITIONS OF THE RIGHTS OFFER

3.1
TERMS OF THE RIGHTS OFFER

The Board of Directors have resolved to oer to the Shareholders of the Company, registered as such at the close of business on
Friday 17 February 2017, being the Record Date 1,082,088,944 ordinary shares plus 263,050,614 Class A Shares at a subscription
price of 5.00 US Cents per share on the basis of circa 82 ordinary shares for every 100 shares already held. Each Rights Oer share
shall be linked to a Debenture redeemable 6 years from the date of issue, or earlier at the Companys sole discretion, with an issue
price of 4.665 US Cents each, a coupon rate of 5% per annum and a redemption value of 6.252 US Cents each inclusive of the
interest. The amount due on both the shares and the Linked Debentures shall be payable in full on acceptance of the oer. The
Debentures shall be delinked from the shares automatically upon issue.
3.2
DATE OF OPENING AND CLOSING OF RIGHTS OFFER

The Rights Oer will open on Monday 20 February 2017 and close on Friday 10 March 2017.
3.3
COURSES OF ACTION
Set out below are the options available to Econet Wireless Zimbabwe Limiteds Shareholders with respect to their rights in terms of
the Rights Oer:
3.3.1
ACCEPTANCE SUBSCRIBE FOR ALL THE RIGHTS OFFER SHARES

A shareholder who wishes to take up their rights in terms of the Rights Oer is required to complete the renounceable Letter of
Allocation FORM A.
3.3.2
SPLITTING
A shareholder who wants to take up some but not all of their rights should complete FORM B as set out in the Letter of Allocation,
and return it by hand only (during normal business hours) to Econet Wireless Zimbabwe Limited, 2 Old Mutare Road, Harare,
Zimbabwe to be received on or before Thursday 9 March 2017.
The rights to the oer shares that the shareholder does not wish to follow will be forfeited to the other shareholders in Econet
Wireless Zimbabwe Limited.
3.3.3
RENUNCIATION ELECT NOT TO FOLLOW RIGHTS

The right to subscribe for the Rights Oer Shares in Econet Wireless Zimbabwe Limited, as detailed in this Document, may be
renounced (nil paid) in accordance with the ZSE Listing Requirements.
In the event that the Company does not receive a duly completed Letter of Allocation from a Shareholder on or before Wednesday
8 March 2017, it will be presumed that the particular Shareholder has waived his rights and the Rights Oer Shares oered to that
Shareholder will automatically lapse and the Board will forthwith oer them to the Underwriter.
3.4
PAYMENT
The amount due on acceptance is payable in the currency of the United States of America in an account held by the Company at
AFREXIM Bank outside Zimbabwe. The cash shall be payable into the designated account whose details are given below before
Wednesday 22 March 2017.
Account Currency:
USD
Correspondent Bank:
Standard Chartered Bank - London
Correspondent Bank BIC:
SCBLGB2L
Beneficiary Account Name:
African Export Import Bank
Beneficiary Account Number: 01270797750
Beneficiary IBAN:
GB94 SCBL 6091 0412 7079 77
Beneficiary Swift Code:
AFXMEGCA
Reference:
EWZ Rights Oer
Intermediary Bank:
Standard Chartered Bank, New York
Intermediary Bank BIC:
SCBLUS33
Payment will be recognised in cleared funds reflecting in the designated account on or before Wednesday 22 March 2017.
Any shareholder making a payment from Zimbabwe should consult their Exchange Control Advisors to establish whether
or not they require individual Exchange Control Approvals to make the payments.
15
3.5
EXCHANGE CONTROL
The Company shall procure the Exchange Control Approvals necessary to:
Keep the Rights Oer proceeds outside Zimbabwe;
Utilise the Rights Oer proceeds for the purposes of paying its secured loan obligations; and
Ensure that the payments received from non-resident shareholders or underwriter to be deemed as foreign currency received
in Zimbabwe through normal banking channels for purposes of the Exchange Control Regulations, and that the securities
that the Company will issue to non-residents pursuant to the Rights Oer be designated non- resident so as to provide any
non-resident holder with full rights of repatriation of Capital, Dividend and any Interest thereon.
The Company Shall Seek Exchange Control approval for members to follow their rights in compliance with the Exchange Control
Regulations.
3.6
DIVIDENDS
The Rights Oer Shares issued in accordance with the Rights Oer will be issued as fully paid and will rank pari passu in every respect
from the date of issue with the other shares of the Company.
3.7
FRACTIONAL RIGHTS
Only whole numbers of Rights Oer shares will be issued and qualifying shareholders will be entitled to subscribe for rounded
numbers of Rights Oer shares once the ratio of entitlement has been applied. Fractional rights of 0.5 or greater will be rounded
up and fractional rights of less than 0.5 will be rounded down.
3.8
LISTING AND REGISTRATION OF RIGHTS OFFER SHARES

The listing committee of the ZSE has granted a primary listing for, and permission to deal in, all renounceable letters of Allocation
(nil paid) relating to the new Rights Oer Shares, between Monday 20 February 2017 and Wednesday 8 March 2017.
Application has been made for the Rights Oer shares oered in term of the Rights Oer to be listed on the ZSE from Monday 20
March 2017.
Persons becoming shareholders as a result of the Rights Oer will be placed on Econet Wireless Zimbabwe Limiteds share register.
The transfer secretaries in respect of the Rights Oer Shares are First Transfer Secretaries, whose details are set out in the Advisors
section.
3.9
RIGHTS OFFER SHARE CERTIFICATES
The share certificates in respect of the Rights Oer will be distributed to Shareholders from Monday 27 March 2017.
16
PART IV: TERMS AND CONDITIONS OF THE DEBENTURES

The salient features of the Debentures are tabulated below:
1,345,139,558
Redemption value per Debenture at end of the term

inclusive of the interest coupon for the six year period
6.252 US Cents
Subscription price
4.665 US Cents
Gross proceeds
US$62,750,761
Term
6 years
Coupon rate
5% per annum compounded annually and payable on redemption.
Coupon payment
Redemption
The Debentures shall be redeemable at the end of 6 years from the date of issue,
or earlier at the discretion of the Board. In the case of earlier redemption, the
Debentures shall be redeemed at a price determined by adding the cumulative
interest calculated at a coupon rate of 5% per annum and compounded
annually on the subscription price up to date of redemption.
Security
Unsecured
Tradability
Customer (KYC) verification, which is required under banking legislation as well
as the Money Laundering and Proceeds of Crime Act (Chapter 9:24). Approval
of transfer of the debentures between debenture holders is subject to these
standard due diligence procedures.
Other features
Each Debenture shall be linked to a Rights Oer Share on a ratio of 1:1. The
Debentures shall be automatically delinked from the Rights Oer Shares
immediately after the shares and the Debentures have been issued and allotted.
The Debentures shall be payable on acceptance of the Rights Oer. It shall not
be possible to subscribe for Rights Oer Shares alone without subscribing for
the Debentures nor shall it be possible to subscribe for the Debentures alone
without subscribing for the Rights Oer Shares.
The rest of the terms and conditions of the Debentures shall be set out in the Debenture Trust Deed a copy of which shall be available for
inspection, provided that in the event of any inconsistency between the terms of the Debenture trust deed and this circular, the terms of
this circular shall prevail.
17
PART V: SUMMARY INFORMATION ON ECONET WIRELESS ZIMBABWE LIMITED

5.1
HISTORY
Econet launched its business on the 10th of July 1998 and listed on the Zimbabwe Stock Exchange on the 17th of September
1998. It is one of the largest companies on the Zimbabwe Stock Exchange in terms of market capitalisation and profitability. The
Company has over 10 million subscribers and continues to grow its subscriber base.
Pioneering remains a key value at Econet. In 2009, the network became the first operator in Zimbabwe to launch data services
under 3 G technologies, and in 2010, Econet launched the countrys first mobile broadband network.
5.2
BUSINESS MODEL
5.2.1
Econet Wireless Zimbabwe Limited - Zimbabwe Holding Company

Econet Wireless Zimbabwe Limited, which is listed on the Zimbabwe Stock Exchange (ZSE), is the holding Company of businesses
involved in various sectors of the economy as detailed below.
SUBSIDIARY COMPANIES
18
Econet Wireless (Private) Limited
Cellular network operator.
EW Capital Holdings (Private) Limited
An investment vehicle through which the Group holds a variety of investments

carefully selected with the twin objectives of growing earnings and preserving
value for shareholders.
Transaction Payment Solutions (Private)

Limited
The Company is a leading provider of financial transaction, switching, point-of-sale

and overlay services that benefits from the convergence of banking, information
technology and telecommunications. The Company provides local and international
financial institutions and telecommunications operators access to cutting-edge
technology to enhance customer service, in partnership with one of the worlds
leading manufacturers of smart card-based point-of-sale systems.
Steward Bank Limited oers commercial banking services in Zimbabwe. It plays a

pivotal role in the Group, especially for EcoCash.
Pentamed Investments (Private) Limited
The group, through wholly-owned Pentamed Investments (Private) Limited, holds

63% of the ordinary shares of Mutare Bottling Company (Private) Limited. It also
holds 6% in the form of convertible instruments. Mutare Bottling Company operates
the Coca Cola Companys bottling franchise in the eastern region of Zimbabwe.
Steward Health (Private) Limited
Steward Health is a leading provider in tailor made insurance solutions.
Econet Life (Private) Limited
Econet Life (Private) Limited is an underwriter to EcoSure Funeral Cover. EcoSure is

a product focused on providing funeral cover that guarantees a promised amount
and/or benefit, depending on the Policy Package to be paid out in the event of
death of the Insured.
ASSOCIATE COMPANY
Data Control And Systems (1996) (Private) Liquid Zimbabwe is the leading provider of fibre optic infrastructure in Zimbabwe
Limited T/A Liquid Telecom Zimbabwe
and to date has laid over 10,000 km of fibre optic cable. An extensive fibre network
which has linkages within the major cities and towns as well as long distance links
to the EASSy and Seacom cables has been established. The fibre network has been
developed to provide alternative routes for connection to allow easy recovery
in failure events which makes it a robust network. This fibre is used to provide
backhaul infrastructure for the mobile network operators base stations and acts
as a link to the outside world by providing a reliable transmission for internet trac
outside Zimbabwe.
5.2.2
Associates And Subsidiaries

The Group has associates and subsidiaries in diverse industry sectors which complement the overall Group strategy. These include
subsidiaries and associates in financial services, fibre optic transmission delivery, financial transaction processing and switching.
The launch of EcoCash, mobile financial services and subsequent acquisition of bank has been one of the groups major initiatives
of recent years. The bank provides the licensing and regulatory framework for the group to provide mobile financial services and to
launch certain savings and credit products. Significant progress has been made in restructuring the banks balance sheet and rightsizing the business. The restoration of profitability of the bank via the development of new income streams is now key to delivering
shareholder value.
Liquid Zimbabwe, provides the group with fibre transmission and backhaul infrastructure. This investment is now contributing
profitably to the Group. Its continued network expansion and the stable platform that it provides are critical as the Group continues
to grow its data and voice trac. The Company has also rolled out the most extensive Wi-Fi system throughout the country. Many
of these Wi-Fi sites have the unique capability for seamless transition from mobile broadband.
5.3
HISTORICAL FINANCIAL INFORMATION OF ECONET

The Historical financial information is set out in PART VIII of this circular.
5.4
PERFORMANCE REVIEW FOR THE 6MONTHS ENDED 31 AUGUST 2016

Revenue for the half year ended 31 August 2016 was $302 million compared to $323 million for the same period last year. Profit
after taxation (PAT) was $15.0 million compared to $23.8 million for the year. Profitability was aected by the decline in revenues
as a result of the dicult economic environment. The Company therefore continues to focus on cost reduction in order to protect
margins and profitability. Although the cash position continues to be healthy, the NOSTRO funding constraints being experienced
by all local banks have adversely aected our ability to meet US Dollar den.
The business continued its focus on growing revenue, particularly from data and mobile financial services, which registered double
digit growth of 11% and 22% respectively. Financial services revenue contribution constituted 34% of total Group revenue, and
this validates our strategy, which we commenced a few years ago, to grow non-voice revenues. The Company has successfully
concluded the network modernization project, which resulted in the deployment of over 400 new LTE sites and upgrades to over
250 3G sites. An additional 88 new Wi-Fi coverage sites were made country wide. In terms of coverage, speeds and user experience,
the Econet network remains unrivalled in its performance. Customers can now enjoy enhanced Internet experience through
increased data capacity and performance. Data billing capacity was upgraded to cater for increased data trac and complexity as
well as to oer quality user experience and value for money to our customers.
Partnerships are key to the growth imperatives of EcoCash. In view of the need to increase remittances and complement eorts
by Government to generate foreign currency for the country, the Company entered into partnerships with various Mobile Transfer
Agencies (MTAs) including MoneyGram, Western Union and WorldRemit. EcoCash now has 9 partnerships with various MTAs. The
EcoCash platform continues to grow supported by a wide network of agents and merchants that accept EcoCash as a mode of
payment.
The micro insurance product, EcoSure, oers the most aordable funeral cover, is widely acknowledged as the fastest growing
insurance product in Zimbabwe. EcoSure won an award for being the most innovative product (Life assurance) in Southern
Africa. The system that it runs on earned Econet the best technical Company award at the Micro insurance forum held in July
2016. EcoSures subscribers have surpassed the 1 million mark spurred by the newly introduced burial society product, which is
transforming communities.
19
5.5
SHAREHOLDERS
Econet Wireless Zimbabwe Limited has 9,177 shareholders. As at Wednesday 30 November 2016, being the last practicable date,
the top twenty Econet Wireless Zimbabwe Limited shareholders holding 91.25% of the issued share capital of the Company
comprised of.
Account Name
Total Shares
% of Total
ECONET WIRELESS GLOBAL LIMITED
492,325,748
30.02
STANBIC NOMINEES (PRIVATE) LIMITED (NNR)
304,681,312
18.58
ECONET WIRELESS ZIMBABWE LIMITED,
161,715,191
9.86
STANBIC NOMINEES (PRIVATE) LIMITED
110,888,435
6.76
AUSTIN ECO HOLDINGS LIMITED - NNR
89,872,460
5.48
OLD MUTUAL LIFE ASSURANCE COMPANY OF ZIMBABWE LIMITED
83,187,752
5.07
ECONET WIRELESS ZIMBABWE SPV LIMITED,
48,475,095
2.96
EBENEZER TRUST,
28,959,972
1.77
STANDARD CHARTERED NOMINEES (PRIVATE) LIMITED,
23,928,080
1.46
10
NORTHUNDERLAND INVESTMENTS (PVT) LTD
22,020,090
1.34
11
STANDARD CHARTERED NOMINEES (PVT)LTD - NNR
21,354,857
1.30
12
AMRO INTERNATIONAL HOLDINGS LTD (NNR),
15,033,962
0.92
13
MINING INDUSTRY PENSION FUND
11,318,349
0.69
14
HELLIKOP INVESTMENTS (PVT) LTD-NNR,
10,699,010
0.65
15
NATIONAL SOCIAL SECURITY AUTHORITY
10,454,285
0.64
16
PRESSFORTH INVESTMENTS (PRIVATE) LIMITED
10,317,570
0.63
17
ECONET EMPLOYEES BENEFICIARY TRUST
9,936,300
0.61
18
LOCAL AUTHORITIES PENSION FUND
8,430,062
0.51
19
COVERSITE (PRIVATE) LIMITED
7,014,684
0.43
20
CAPERNAUM TRUST ENDOWMENT FUND
6,218,472
0.38
1,476,831,686
90.05
163,182,904
9.95
1,640,014,590
100.00
TOTAL TOP 20
OTHERS
TOTAL ISSUED SHARES
Assuming all shareholders follow their rights, there will be no change in the shareholding structure of the Company.
Part XI of this Document contains an illustrative table of entitlements for Econet Wireless Zimbabwe Limited Shareholders with
respect to the Rights Oer and share repurchase on the basis of full subscription in United States Dollars.
5.6
CORPORATE GOVERNANCE
The Board has eleven members made up of four executive Directors, seven non-executive Directors. A non-executive director
chairs the Board. The oces of the Chairman and Chief Executive Ocer are separate. The Company recognises how it is essential
to separate the two oces. Apart from the good corporate governance aspect, the separation ensures that the Chief Executive
Ocer and the executive Directors focus on operational issues while the Chairman and the non-executive Directors concentrate
on the oversight role. In particular, this clear division of responsibilities enables the Board Chairman to exercise eective leadership
of the Board.
The non-executive Directors are drawn from a wide range of fields, thus ensuring that the Board has the right balance of skills and
experience. The election to the Board of non-executive Directors is subject to confirmation by shareholders.
In terms of the Companys Articles of Association and the Companies Act (Chapter 24:03) at least one third of the Directors must
retire at every annual general meeting and, if eligible, can stand for re-election. At the last annual general meeting, held on 31 July
2015, the following Directors were re-elected: Dr J Myers, Mr M Edge and Mrs T Mpofu. The Information pertaining to the directors
of Econet Wireless Zimbabwe Limited is set out below.
20
5.7
DIRECTORATE
Name of Director
Dr James Myers
ID/Passport
Number
710989272
Mr Strive Masiyiwa
63-705953A68
Zimbabwean
58 Alpes Road, Vainona, Harare
Mr Craig Fitzgerald
761100905
Zimbabwean
107 Katherine Street, Sandton, Johannesburg
Mr Douglas Mboweni
54-025284J54
Zimbabwean
853 Riverton Road, Mandara, Harare
Mr Roy Chimanikire
63-959740F71
Zimbabwean
5 Princecam Princess Road, Highlands, Harare
Mrs Tracy Mpofu
08-169810C77
Zimbabwean
3 Dacomb Drive, Chisipite, Harare
Mr Krison Chirairo
63-174220E12
Zimbabwean
25 Dover Road, Chisipite, Harare
Ms Beatrice Mtetwa
63-677202Z13
Swazi
6th Chatsworth Road, Mount Pleasant, Harare
Mrs Sherree Shereni
42-060998A42
Zimbabwean
Topaz Building 30 The Chase, Emerald Hill, Oce

Park, Harare
Mr Godfrey Gomwe
70-092220V70
Zimbabwean
1693 Axmisnster Drive, Dainfern 2055, South Africa
Mr Martin Edge
500932905
British
76 Waterfall Avenue. Craighall 2196, South Africa
Nationality
Address
American
232 Shady Hill Richardson, Texas, USA
Profile of each of the directors of Econet Wireless Zimbabwe Limited, are provide below:
Dr James Myers - Chairman
Dr. Myers is a former Executive Vice President of South Western Bell International (SBC, Inc., now AT&T), the largest telecoms
operators in the world. He has considerable experience in Africa, having led the team that acquired a controlling stake in MTN in
the early nineties. He went on to lead a consortium of SBC and Malaysia Telekom that for a while controlled Telkom SA. Dr Myers
also sits on the Board of EWG, the parent Company of Econet Wireless Zimbabwe Limited. He holds a BA in Mathematics from Texas
A&M University, MA in Mathematics from University of Arizona and a PhD in Industrial Engineering/Operations Research from Texas
Tech University.
Mr Strive Masiyiwa Director
Strive Masiyiwa is the founder of Econet Wireless Zimbabwe Limited and Executive Chairman of Econet Global Limited.
He serves on a number of international Boards, including the Rockefeller Foundation, the Africa Against Ebola Solidarity Trust,
the Council on Foreign Relations Global Advisory Board, the Africa Progress Panel, the UN Secretary Generals Advisory Board for
Sustainable Energy, Morehouse College and the Hilton Foundations Humanitarian Prize Jury. He is one of the founders of the global
think tank, the Carbon War Room, and a founding member of the Global Business Coalition on Education.
Mr. Masiyiwa currently co-chairs the AU/WEF platform for investment in African agriculture, known as Grow Africa, and recently took
over the Chairmanship of the Alliance for a Green Revolution in Africa (AGRA) from Kofi Annan. In 2012, Mr. Masiyiwa addressed
leaders at the Camp David G-8 Summit on how to increase food production and end hunger in parts of Africa.
In 2014, the Chair of the African Union (AU), Dr Nkosazana Dlamini-Zuma, asked Masiyiwa to help mobilise resources for Africas
response to the EBOLA outbreak. Together with other business leaders, he set up the first ever Pan African fund raising campaign
known as the Africa Against Ebola Solidarity Fund.
In 2014 Mr. Masiyiwa was selected by CNN Fortune Magazine as one of the worlds 50 greatest leaders whilst Forbes Magazine
named him amongst the 10 Most Powerful Men in Africa list for 2015.
As a philanthropist, Strive Masiyiwa and his wife Tsitsi Masiyiwa, are members of the Giving Pledge and finance the Higher Life
Foundation, which provides scholarships to over 42,000 African orphans.
21
5.7
DIRECTORATE CONTINUED
Mr Douglas Mboweni - Chief Executive Ocer
Douglas joined Econet (Pvt) Ltd in 1996. He was part of the team that launched the Mascom Wireless network in Botswana and
Econet Wireless Nigeria (EWN) in Nigeria. He assumed various positions in Econet Wireless International before his appointment
as Chief Executive Ocer of Econet (Pvt) Ltd in March 2002. Among other qualifications, Douglas holds a Masters in Business
Leadership (UNISA) and a BSc Maths and Computer Science degree from the University of Zimbabwe (UZ).
Mr Roy Chimanikire
Roy joined the Group in 2009 from Deloitte, where he was a Partner. He is a Chartered Accountant (Zimbabwe) and is an Immediate
Past President of the Institute of Chartered Accountants of Zimbabwe. He was appointed to the Board in February 2016 as the
Groups Finance Director.
Mr Krison Chirairo Executive Director
Mr. Chirairo joined the Group in 1998. He was appointed to the Board in February 2007. He has an MBA and is a fellow member of
both the Chartered Institute of Management Accountants and the Institute of Chartered Secretaries and Administrators. He also
heads some of the Companys subsidiaries.
Mr Craig Fitzgerald - Non-Executive Director
Craig Fitzgerald is the former Group Chief Executive Ocer of Econet Global Limited. He joined Econet Global Limited as Chief
Financial Ocer in 2000. In this position Craig was responsible for financial reporting as well as all Corporate Finance and Merger
& Acquisition activity for the Group. Craig was appointed Econet Group Chief Executive Ocer in 2009. Craig is a Chartered
Accountant, and holds a Corporate Finance qualification issued by the ICAEW.
Mr Godfrey Gomwe - Non-Executive Director
Godfrey, a businessman, has extensive experience as an executive in metals and mining industries. He is the former Chief Executive
Ocer of Anglo American plc.s global Thermal Coal business, whose responsibilities included oversight over Anglos Manganese
interests in the joint venture with BHP. Previously Executive Director of Anglo American South Africa until August 2012, his career
included roles as Head of Group Business Development, Africa, Finance Director and Chief Operating Ocer of Anglo American
South Africa. Previously, Godfrey was Chairman and Chief Executive of Anglo American Zimbabwe Limited. He also served on a
number of Anglo American Operating Boards and Executive Committees including Kumba Iron Ore, Anglo American Platinum,
Highveld Steel & Vanadium and Mondi South Africa, the latter two in the capacity of Chairman. Prior to joining Anglo American in
1999, Godfrey held many Leadership positions and directorships in listed and unlisted companies.
Godfrey is currently non- executive Chairman of Tshikululu Social Investments NPC and also sits on the Boards of AECI Limited and
Thebe Investment Corporation Pty Ltd.
He is past President of Institute of Chartered Accountants of Zimbabwe, past Senior Vice-President of the Chamber of Mines of
Zimbabwe in addition to serving on the Executive Council of the Chamber of Mines of South Africa.
Godfrey is a Chartered Accountant (Zimbabwe) who holds a Masters degree in Business Leadership, from the University of South
Africa(Unisa) as well as a Bachelor of Accountancy (Honours) Degree from the University of Zimbabwe (UZ).
Mrs Sherree Gladys Shereni - Non-Executive Director
Sherree brings a wealth of expertise from The Coca-Cola Company which she joined in 2002 and has gained experience in public
aairs and communication, managing functions in eight countries across Central Africa. She was also Chairperson of the Womens
Leadership Council for the 39-country Coca-Coca Central, East and West Africa Business Unit. As Program Director of The CocaCola Africa Foundation, she was responsible for formulating community intervention strategies and managing implementation of
over 200 projects by 15 international partners of The Coca -Cola Africa Foundation across the continent. She joined The Coca-Cola
Company in October 2002. She has previously held senior positions at the Reserve Bank of Zimbabwe.
She holds a Bachelor of Science (Economics) Hons Degree (UZ), a Diploma in Business Administration (University of Manchester, UK),
leadership training from The Coca-Cola Company and a host of other top qualifications, among them from, the Bank of Englands
Centre for Central Banking Studies; the University of Pennsylvanias Wharton International Housing Finance School, the International
Monetary Fund Institute, the World Bank, and the Macro-Economic and Finance Management Institute.
22
Mrs Tracy Mpofu - Non-Executive Director

Tracy joined Econet in February 2001 as Finance Director from Coca-Cola Central Africa, where she occupied the positions of
Regional Finance Manager, Region & Budget Planning Manager and Regional Finance Director, responsible for all accounting
functions for the region of 10 countries. Before then Tracy worked for Ernst & Young and the Comptroller and Auditor-General. She
holds a Bachelor of Accountancy Degree and an MBA, both from the University of Zimbabwe. Tracy is a Chartered Accountant and
a Chartered Management Accountant.
Ms Beatrice Mtetwa - Non-Executive Director
Beatrice is one of Zimbabwes most recognised lawyers, and brings over two decades worth of legal experience to the Group. She
is a partner at Mtetwa and Nyambirai Legal Practitioners, and is a past president of the Law Society of Zimbabwe.
Mr Martin Edge -Non-Executive Director
Martin brings a wealth of experience gained from a financial career focused on both Africa and the telecommunications sector.
Martin has practiced as a corporate finance advisor since 1985, working in London and Johannesburg. Martin has advised on some
of the largest corporate finance transactions in Africa and served on many private Company Boards in Africa. Martin graduated with
an Honours Degree in PPE from the University of Oxford, and is a UK Chartered Accountant.
5.8
STATEMENT OF INDEBTEDNESS
5.8.1
Borrowing Powers
In terms of the existing Articles of Association, the Directors shall be entitled to exercise all the powers of the Company including , to
borrow money and to mortgage or change all or any of its undertaking, property, assets (present and future) and uncalled capital,
and, subject to the provisions of the statutes, to create and issue Debenture and other loan stock, and to borrow from time to time,
to secure payment for the purpose of the Company and Debentures and other securities, whether outright as collateral security for
any debt, liability or obligation of the Company or of any third party. Provided that the amount of the loan liabilities outstanding
at any one time shall not, without the authority of an ordinary resolution of the members, exceed two hundred percent of the
aggregate of:
a) The issued share capital and share premium
b) The total of distributable and non-distributable reserves.
As at the last Practicable Date, the Company had not exceeded its borrowing limits.
5.8.2
Borrowings
Details of these Agreements are set out in the schedule The Company Loan Obligations on section 2.3.6.
All other contracts were entered into in the normal course of business.
5.8.3
Solvency, Liquidity and working capital statement

The Directors are of the opinion that the working capital (including the amount to be raised in pursuance of this issue) is adequate
for the purposes of the business of the Company and of its subsidiaries for at least the next 12 months.
5.9
LITIGATION
The Directors of the Company hereby confirm that they aware of legal proceedings involving the Company. However, it is the
opinion of the Companys lawyers that although the amounts involved in some of the legal cases are significant, the Companys
prospects of success are good and it is highly unlikely that the cases outcome will have a material or adverse eect on the Capital
Raise contemplated in this Circular or on the prospects of the Company at large.
The Company is regularly subject to an evaluation by tax authorities on its direct and indirect tax filings. The consequence of such
reviews is that disagreements can arise with tax authorities over the interpretation or application of certain tax rules applicable
to the Companys business. Such disagreements may not necessarily be resolved in a manner that is favourable to the Company.
Additionally, the resolution of the disputes could result in an obligation to the Company.
23
5.10
SIGNIFICANT CONTRACTS
Save for the underwriting agreement between Econet Global Limited and the Company, dated 12 January 2017, no material
contracts have been entered into by the Company or its subsidiaries, other than in the normal course of business.
5.11
MATERIAL CHANGES
Save as disclosed in this Circular, there have been no material changes in the financial or trading position of the Company since the
last publication date of its Full Year Financial Results.
5.12
DIRECTORS INTERESTS IN SHARES

As at 29 February 2016, there were no outstanding share options granted to the Directors. At that date, the following Directors held
directly and indirectly the following number of ordinary shares in the Company.
Name of Director
Total
Dr James Myers
20,851
Mr Strive Masiyiwa*
13,277
Mr Craig Fitzgerald
10,699,010
Mr Douglas Mboweni
Mrs Tracy Mpofu
Mr Krison Chirairo
7,014,684
10,380,580
4,080
Ms Beatrice Mtetwa
Mrs Sherree Shereni
2,200
Mr Godfrey Gomwe
Mr Martin Edge
Mr Roy Chimanikire
Total
28,134,682
*Mr. S.T. Masiyiwa is a beneficial shareholder of Econet Global Limited. Econet Global Limited holds directly or indirectly 630,673,303
shares (2015: 630 579 551 shares) in Econet Wireless Zimbabwe Limited.
5.13
DIRECTORS INTERESTS IN THE RIGHTS OFFER

Directors of Econet Wireless Zimbabwe Limited who have shares in the Company are as indicated in section 5.12 above. Like all the
shareholders in Econet Wireless Zimbabwe Limited they will be oered shares under this Rights Oer in the Company pro-rata to
their current shareholding.
5.14
DIRECTORS INTERESTS OTHER

Save as disclosed in this Document, neither the Directors of Econet Wireless Zimbabwe Limited nor any member of their immediate
families nor any person acting in concert with the Company, controls or is interested, beneficially or otherwise, in any Econet
Wireless Zimbabwe Limited Shares.
24
PART VI: INDEPENDENT FINANCIAL ADVISORS REPORT
Reliance Restricted
The Directors
Econet Wireless Limited
Econet Park
2 Old Mutare Road
Msasa
Harare
17 January 2017
Dear Messrs,
Independent Financial Advisor report on the Proposed Capital Raise by Econet Wireless Zimbabwe Limited (Econet Wireless)
through a Rights Oer to members of shares at a subscription price of 5.00 US Cents per share, and each of which shall be
linked to a redeemable 5% coupon Debenture with a subscription price of 4.665 US Cents each.
This letter is prepared for the purpose of inclusion in the circular to shareholders of Econet Wireless, to be dated 17 January 2017 (Circular).
Words and phrases used in this letter shall have the same meaning as ascribed to them in the Circular.
Introduction
The Directors of Econet Wireless wish to raise US$130 million through an oer to members of the Company. The Board will oer shareholders
of the Company shares at a subscription price of 5.00 US cents each, and each share shall be linked to a redeemable Debenture with a
subscription value of 4.665 cents each. The Debentures shall be redeemable at 6.252 US cents at the end of six years from the date of issue,
or earlier at the discretion of the Board.
Econet Wireless has two classes of shares, ordinary and class A shares. Each class of shareholders will be entitled to follow their rights prorata to their existing shareholdings. If a shareholder decides not to follow their rights, the Rights Oer shall be renounceable in terms of ZSE
listings requirements. The Company shall not accept local payments as these are required to be made oshore into a designated account.
Full details of the Proposed Capital Raise are contained in the Circular.
Scope
EY has been retained by the Directors of Econet Wireless to provide an independent opinion as to the fairness and reasonableness of the
terms of the Capital Raise in terms of Schedule 5 (Independent fairness opinions) of the ZSE Listings Requirements.
Definition of fairness and reasonableness for the purposes of our opinion
For the purposes of our opinion, fairness is based primarily on quantitative factors. Therefore, the price would be considered fair to
Shareholders if the Capital Raise is oered to all shareholders on the same basis.
Reasonableness is based primarily on qualitative factors such as sensibility or appropriateness to the given situation.
Our approach in considering the Proposed Capital Raise
In considering the price and terms, we took into consideration:
The rationale for the Capital Raise;

Potential dilution eect of the Capital Raise;
Prevailing economic and market conditions;
The impact of various risk factors such as country and liquidity risks;
An assessment of share price trends;
Underwriting arrangements;
Principal terms of the Capital Raise,
the terms and conditions of relevant loan and guarantee arrangements;
The acquittal of Econet Wirelesss independent directors of their responsibilities to the aected shareholders; and
General compliance with ZSE Independent Financial Advisor related Listing Requirements to changes in control and related
party transactions.
25
Information utilised
In the course of our analysis, we relied upon financial and other information, including prospective financial information, obtained from
Econet Wireless management, together with industry-related and other information in the public domain. Our conclusion is dependent on
such information being complete and accurate in all material respects.
The principal sources of information used in formulating our opinion regarding the terms and conditions of the oer include:
The draft Circular to Shareholders dated 17 January 2017 with the terms and conditions of the oer;
Representations and assumptions made available by, and discussions held with, the representatives of Econet Wireless
management;
Certain agreements relating to loan financing and guarantees;
Econet unaudited results for the half year ended 31 August 2016
Econet audited results for the year ended 29 February 2016
Econet loan balances and repayment schedule as at 05 November 2016
Board presentation for the proposed rights oer;
A document entitled Zimbabwe Guarantee Mandate Agreement, together with its addendum, which outlines the terms of
the loans guarantee;
Discussions with the Lead advisors of Econet Wireless;
Rights oer valuation report prepared by TN Financial Services (Private) Limited (the lead financial advisors);
Share prices, market capitalisations and ZSE volumes from 30 November 2015 to 30 November 2016 as captured by Standard
& Poors CapitalIQ; and
Various analysts reports.
Where practical, we have corroborated the reasonableness of the information provided to us for the purpose of our opinion, obtained
through discussions with the representatives of the management of Econet Wireless.
We have relied upon without independent verification, the accuracy and completeness of the information provided to us whether in writing
or obtained in discussions, and we have not assumed and we do not assume any responsibility or liability therefore.
In addition, we have placed reliance upon the Directors commercial assessment of the prospects of Econet Wireless after the Capital Raise,
as disclosed in the circular for the proposed Rights Oer.
We have further assumed that:
In legal proceedings involving Econet Wireless, the Companys prospects of success are good and the Companys lawyers are
of the opinion that it is highly unlikely that the cases out comes will have a material or adverse eect on the Company;
As advised by the Legal Practitioners and contained in the circular, that the Companys prospects of success in the disclosed
litigation regarding disputes with the revenue authorities are good; and
there are no other contingencies that could materially aect the value of Econet Wireless Zimbabwe Limited.
Procedures performed
In arriving at our opinion, we have undertaken the following procedures in evaluating the fairness of the Price:
Setting up initial meetings with representatives of Econet Wireless, to agree the terms and scope of our mandate;
Obtaining an understanding of Econet Wireless through:
discussions with the Econet Wireless management representatives;
an analysis of publicly available historical and forecast financial information;
a review of recent reports and/or comments by independent investment analysts and other market commentators; and
a review of other publicly available information;

Having meetings with the Lead Advisors to gain an understating of the Proposed Capital Raise terms and conditions;
Considering whether (and what quantum) of liquidity and/or marketability discounts may be applicable to the Econet Wireless
shares for the specifics of the Proposed Capital Raise;
Considering the theoretical ex-rights price;
Reviewing the terms and conditions relating to the Proposed Capital Raise outlined in the and circular;
Reviewing information relating to loans and guarantees;
Considering other capital raise options available to Econet Wireless;
Interviews with independent directors;
Interviews with Econet Wireless legal advisors to verify the legal advice given on this Capital Raise;
Considering any other/qualitative aspects which we believe are of importance; and
Analysing the possible dilutive eect if the Proposed Capital Raise.
We did not carry out an independent valuation of Econet Wireless. We reviewed the valuation computations carried out by the Lead
Advisor and carried out corroborative computations. We note that valuations by their nature are subjective, and we have considered such
subjective factors in our corroborative computations. Based on the results of the procedures listed above, we determined the fairness and
reasonableness of the pricing of the Proposed Capital Raise as it concerns Shareholders. We believe that the above considerations justify the
conclusion outlined below.
26
Principal factors and reasons considered

Rationale for the Capital Raise
As stated in the Chairmans Letter to Shareholders dated 17 January 2017, the shortage of foreign currency in bank nostro accounts has
made it dicult for the Company to make payments to lenders outside of Zimbabwe. To avoid defaulting on its international obligations,
the Company intends to raise foreign currency from its members through a rights oer. The shortage of foreign currency in the market has
been confirmed by the Reserve Bank of Zimbabwe and various commercial banks operating in Zimbabwe.
Existing loan obligations
As at 5 November, loan obligations were US$158million of which US$32million is payable within four months.
Rights Oer shares linked to an issue of redeemable Debentures
The inclusion of the Debentures in the capital raise reduces the dilutive eect for those members who do not follow their rights and allows
shareholders a guaranteed return, which is an incentive for them to follow their rights.
Overview of the share market in Zimbabwe
The Company would like to convince members to provide foreign currency. We therefore considered performance of the ZSE from a foreign
investor perspective, the risk that foreign investors would be taking and alternative investment options for foreign investors. The oer to
foreign shareholders, therefore, has to be compelling in order for them to follow their rights.
Financing alternatives
We have been advised by representatives of management that other financing alternatives were discussed but not considered to be in
the best interests of the Company and its shareholders given the liquidity shortage is Zimbabwe as well as cost of such finance when the
Company is faced with the risk of default. Any financing alternative that requires payment in foreign currency renders such a financing
option uncertain.
Rights issue price discount
We considered amongst other things the eect of the Linked Debenture issue, the shortage of nostro account balances in the country, the
eect of dilution, recent share price trends, the cost of debt, loan covenants and underwriting arrangements.
Our indicative computations took into account factors such as:
30 day, 60 day and 90 day volume weighted average prices;
Equity risk premium according to Damodaran;
Liquidity challenges and the shortage of foreign currency in Zimbabwe;
Discounted value of the Debenture; and
Expected discounts on rights issues.

Using our indicative calculations, we have calculated discount levels of between 39% and 47% of volume weighted average prices. It is
normal for rights issues to be carried out at a discount and we note from our analysis of discounts oered in recent rights issues in Zimbabwe
and South Africa, there has been a wide range on the level of discount.
Dilutive eect
Shareholders who take up their pro rata entitlement in full under the Rights Issue will not suer any dilution to their interests on the
Company. The new shares will rank pari pasu with the existing ones.
Related Party
We considered the relationship between EGL and Econet Wireless in terms of the ZSE Listing Requirements. These rules state that the
following are not regarded as related party transactions:
Issues of new securities pursuant to an opportunity which is made available to all shareholders on the same terms or pursuant
to the exercise of subscription rights approved by shareholders in a general meeting.
The transaction is an underwriting by the related party of all or part of an issue of securities by the listed Company (or any of its
subsidiaries) and the consideration to be paid by the listed Company (or any of its subsidiaries) in respect of such underwriting
is no more than the usual commercial underwriting consideration and is the same as that to be paid to the other underwriters
In addition, we considered the terms of the guarantee agreement with EGL which terms are not aected by the Capital Raise.
27
Opinion
We have considered the terms of the Proposed Capital Raise and reviewed various scenarios. Based upon and subject to the conditions set
out herein, we are of the opinion that the terms of the Proposed Rights Oer are fair and reasonable to Shareholders.
This opinion does not purport to cater for each individual shareholders circumstances and/or risk profile, but rather that of the general
body of Shareholders taken as a whole. Each shareholders decision will be influenced by such shareholders particular circumstances and,
accordingly, Shareholders should consult with an independent advisor if they are in any doubt as to the merits or otherwise of the Proposed
Capital Raise.
Use of this opinion
This opinion is provided solely for the use of the Board and Shareholders in connection with and for the purpose of their consideration of
the Proposed Capital Raise.
This opinion does not purport to contain all the information required for an investment or disposal decision, and the content may not be
relied upon by any third party.
This opinion shall not, in whole or in part, be disclosed, reproduced, disseminated, quoted, summarised or referred to at any time, in any
manner or for any purpose, save for inclusion in this Circular, without the prior consent of EY.
Limiting conditions
We have relied upon the accuracy of the information used by us in deriving our opinion albeit that, where practicable, we have corroborated
the reasonableness of such information through, amongst other things, reference to work performed by independent third party/ies, historic
precedent or our own knowledge and understanding. While our work has involved an analysis of the annual financial statements and other
information provided to us, our engagement does not constitute, nor does it include, an audit conducted in accordance with generally
accepted auditing standards. Accordingly, we assume no responsibility and make no representations with respect to the accuracy of any
information provided to us in respect of Econet Wireless.
We were not availed any forecast information relating to Econet Wireless.
The opinion expressed herein is necessarily based upon the information available to us, the financial, regulatory, securities market and other
conditions and circumstances existing and disclosed to us as at the date hereof. We have assumed that all conditions precedent in the
Capital Raise agreements, including any material regulatory and other approvals required in connection with the proposed Capital Raise
have been or will be properly fulfilled or obtained.
Subsequent developments may aect our opinion. However, we are under no obligation to update, revise or re-arm such.
Independence
We have been retained as an independent advisor to the independent directors and we will receive a fixed fee for the services provided
in connection herewith, which fee is payable upon delivery of this opinion. We confirm that, other than the aforementioned, we have no
interest, direct or indirect, beneficial or non-beneficial, in Econet Wireless or in the success or failure of the proposed oer which forms the
subject matter hereof.
Sincerely,
Ernst & Young Associates (Private) Limited
28
PART VII: ACCOUNTANTS REPORT ON THE HISTORICAL FINANCIAL INFORMATION

OF ECONET WIRELESS ZIMBABWE
P O Box 267
Harare
Zimbabwe
17 January 2017
Deloitte & Touche

West Block
Borrowdale Office Park
Borrowdale Road
Harare
Tel: +263 (0)8677 000261
+263 (0)8644 041005
Fax:
+263 (0)4 852130
www.deloitte.com
The Directors
2 Old Mutare Road
Msasa
Harare
Dear Messrs,
ACCOUNTANTS REPORT ON THE HISTORICAL FINANCIAL INFORMATION OF ECONET WIRELESS ZIMBABWE LIMITED FOR THE
YEARS ENDED 29 FEBRUARY 2012 TO 29 FEBRUARY 2016
Introduction
The Directors of Econet Wireless Zimbabwe Limited are proposing a capital raise of approximately US$130 million (the Capital raise) by
Econet Wireless Zimbabwe Limited (hereafter referred to as Econet) through an oer to members of the Company, pro rata to their respective
existing shareholdings of 1,082,088,944 ordinary shares plus 263,050,614 Class A Shares at a subscription price of 5.00 US Cents each on the
basis of circa 82 ordinary share for every 100 shares already held. Each share shall be linked to a redeemable accrual Debenture at coupon
rate of 5% with a subscription price of 4.665 US Cents each (1,345,139,558 Debentures). The amount due on both the shares and the Linked
Debentures shall be payable in full on acceptance of the oer.
Responsibility
The Directors are responsible for the preparation of the circular to which this report relates and the information contained therein.
Our report is prepared in terms of the Listing Requirements of the Zimbabwe Stock Exchange (ZSE) for the purposes of inclusion in the
Circular to Econet shareholders dated 17 January 2017. We do not accept any responsibilities for any reports given by us on any financial
information to any third parties who may choose to rely on the reports.
In terms of the ZSE Listing Requirements we refer below to Econets annual financial statements for the years ended 29 February 2012 to 29
February 2016, set out on pages 34 to 39 in the Circular (as extracts). We were appointed as the auditors for the financial period ended 29
February 2016 and have reported in accordance with guidance on standard audit reports as issued by the Public Accountants and Auditors
Board. Prior to our appointment, the auditors for Econet were Ernst & Young Chartered Accountants (Zimbabwe).
Scope of audits of annual financial statements
The audits were conducted in accordance with International Standards on Auditing. Those standards require that the auditor comply with
ethical requirements and plan and perform the audit to obtain reasonable assurance whether the financial statements are free from material
misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial
statements. The procedures selected depend on the auditors judgment, including the assessment of the risks of material misstatement
of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant
to the entitys preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the eectiveness of the entitys internal control. An audit also includes
evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the directors, as well
as evaluating the overall presentation of the financial statements.
Prior year audited financial statements
Independent Auditors Ernst & Young Chartered Accountants (Zimbabwe) reported on the annual financial statements for the years ended
29 February 2012 to 28 February 2015, and the extracts of their audit opinions for those financial periods are as follows:
29
Audited financial statements for the year ended 29 February 2012

In their opinion, the financial statements presented fairly, in all material respects, the Company and consolidated financial position of Econet
Wireless Zimbabwe Limited as at 29 February 2012, and its financial performance and its cash flows for the year then ended in accordance
with International Financial Reporting Standards.
Wireless Zimbabwe Limited as at 28 February 2013 and its financial performance and its cash flows for the year then ended in accordance
As mentioned above, we were appointed as the auditors for the financial period ended 29 February 2016 and our opinion was as shown
below:
In our report, we stated that in our opinion the financial statements presented fairly, in all material respects, the financial position of the Group
as at 29 February 2016 and its consolidated financial performance and its consolidated cash flows for the year then ended in accordance
with International Financial Reporting Standards and in the manner required by the Companies Act (Chapter 24:03).
30
INDEPENDENT AUDITORS REVIEW REPORT

ON CONSOLIDATED INTERIM FINANCIAL INFORMATION OF ECONET WIRELESS ZIMBABWE LIMITED.
We have reviewed the accompanying consolidated interim financial information of Econet Wireless Zimbabwe Limited and its subsidiaries
(the Company), comprising the consolidated condensed statement of financial position as of 31 August 2016 and the consolidated
condensed statement of comprehensive income, consolidated condensed statement of changes in equity and consolidated condensed
statement of cash flows for the six months then ended.
Directors responsibility for the interim financial statements
The directors are responsible for the preparation and presentation of this interim financial information in accordance with International
Financial Reporting Standard (IAS 34), Interim Financial Reporting and the requirements of the Zimbabwe Companies Act (Chapter 24:03),
and for such internal control as the directors determine is necessary to enable the preparation of interim financial statements that are free
from material misstatement, whether due to fraud or error.
Auditors responsibility
Our responsibility is to express a conclusion on these consolidated interim financial statements based on our review. We conducted our
review in accordance with International Standard on Review Engagements (ISRE) 2410, Review of Interim Financial Information Performed
by the Independent Auditor of the Entity. This standard requires us to conclude whether anything has come to our attention that causes us
to believe that the interim financial statements are not prepared in all material respects in accordance with the applicable financial reporting
framework. This standard also requires us to comply with relevant ethical requirements.
A review of interim financial statements in accordance with this standard consists of making inquiries, primarily of persons responsible for
financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit
conducted in accordance with International Standards on Auditing and consequently does not enable the auditor to obtain assurance that
the auditor would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit
opinion.
We believe that the evidence we have obtained in our review is sucient and appropriate to provide a basis for our conclusion.
Conclusion
Based on our review, nothing has come to our attention that causes us to believe that the accompanying consolidated interim financial
information of the Group for the six months ended 31 August 2016 are not prepared, in all material respects, in accordance with International
Financial Reporting Standard (IAS 34), Interim Financial Reporting and the requirements of the Zimbabwe Companies Act (Chapter 24:03).
Key financial information as required by Section 8.12 as extracted from historical audited annual reports
29 Feb 12
28 Feb 13
28 Feb 14
28 Feb 15
29 Feb 16
Earnings per share (US cents)
9.8
9.0
7.6
4.5
2.6
Dividend per share (US cents)
2.97
n/a
1.29
0.92
0.91
Net assets per share (US cents)
22.31
30.05
36.81
40.57
40.36
Basis of calculation of financial information

Earnings per share
Earnings per share is calculated in accordance with the requirements of IFRS as the earnings attributable to ordinary equity holders divided
by the weighted average number of shares in issue.
Dividend per share
Dividends per share is calculated as the total dividend divided by the number of shares in issue at the time of declaration of the dividend.
Net assets per share
Net assets per share is calculated by dividing the net assets by the number of shares in issue at each respective balance sheet date as
adjusted for the eects of share splits, share consolidations, rights issues and capitalisation issues.
Corporate information
Corporate information for the Econet Wireless Zimbabwe Limited Group has been shown per Appendix VII - A.
31
Material contingent liabilities and commitments

There are no material changes to contingencies from those that were communicated in the last annual financial statements.
Subsequent events
The shortage of foreign currency in bank nostro accounts and the local shortage of cash that could be exported by banks to fund their
nostro accounts has made it dicult for the Company to make payments to its lenders outside Zimbabwe.
Other than the matter noted above, there have been no significant events after the reporting date. We continue to monitor the impact of
the changing economic conditions on the business.
Scope
As the purpose of the appended financial information as set out on pages 34 to 39 diers from the purpose of the financial statements
prepared for members, the appended financial information is not intended to comply with the full presentation and disclosure requirements
of the Companies Act (Chapter 24:03) and International Financial reporting Standards.
Our reporting shall not in any way constitute recommendations regarding the completion of the Capital Raise or the issue of the Circular to
the Shareholders.
Yours faithfully
Deloitte & Touche Chartered Accountants (Zimbabwe)

Harare, Zimbabwe
32
APPENDIX VII A: CORPORATE INFORMATION

Name of Company
Country of Incorporation
Zimbabwe
Registration Number
7548/98
Companies in which Econet Wireless Zimbabwe Limited (the Company) has an eective equity interest of 20% or more, which have any
material value to the Company are as follows:
Name of Company
Equity interest
Econet Wireless (Private) Limited
100%
Transaction Payment Solutions (Private) Limited
100%
Econet Wireless Capital Holdings (Private) Limited
100%
Pentamed Investments (Private) Limited
100%
100%
Econet Life (Private) Limited
85%
Steward Health (Private) Limited
100%
Data Control and Systems (1996) t/a Liquid Telecom Zimbabwe
51%
33
PART VIII: HISTORICAL FINANCIAL INFORMATION OF ECONET WIRELESS

ZIMBABWE LIMITED
Below are extracts from the audited financial statements of Econet Wireless for the five years ended 28 February 2012 to 29 February 2016
and the half year ended 31 August 2016. The information in this paragraph should be read in conjunction with PART VI Report of the
Independent Reporting Accountants on the historical financial information of Econet Wireless Zimbabwe Limited.
CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME EXTRACTED FROM ECONET
WIRELESS ZIMBABWE LIMITED FINANCIAL STATEMENTS
(All amounts in US$ 000)
Revenue
Audited
Full Year
29 Feb. 2012
Audited
Full Year
28 Feb. 2013
Audited
Audited
Full Year
Full Year
28 Feb. 2014 28 Feb. 2015
Audited
Full Year
29 Feb. 2016
Reviewed
Half Year
31 Aug. 2016
611,116
695,791
752,678
746,183
640,989
301,513
EBITDA
293,724
302,413
332,174
285,644
238,420
105,854
Depreciation, amortisation & impairment
(46,497)
(71,563)
(101,724)
(126,289)
(136,556)
(63,753)
247,227
230,850
230,450
159,355
101,864
42,101
2,105
2,653
596
1,065
2,827
506
(10,202)
(28,600)
(37,037)
(37,076)
(36,230)
(15,225)
239,130
204,903
194,009
123,344
68,461
27,382
(73,389)
(64,965)
(74,612)
(53,136)
(28,261)
(12,417)
165,741
139,938
119,397
70,208
40,200
14,965
Other comprehensive (loss)/income net of tax
(4,423)
(774)
(106)
208
(723)
(231)
Total comprehensive income for the

period
161,318
139,164
119,291
70,416
39,477
14,734
165,734
139,593
119,282
70,256
40,363
15,283
345
115
(49)
(163)
(318)
165,741
139,938
119,397
70,209
40,200
14,965
161,311
138,819
119,176
70,465
39,640
15,052
345
115
(49)
(163)
(318)
161,318
139,164
119,291
70,416
39,477
14,734
9.8
9.0
7.6
4.5
2.6
1.1
Number of shares in issue
1,715,542,020 1,640,021,430 1,640,021,430 1,640,021,430 1,640,021,430
1,640,021,430
Weighted average number of shares in issue
1,651,513,490 1,545,324,020 1,563,868,999 1,581,784,694 1,551,431,509
1,423,677,054
Profit from operations

Finance income
Finance costs
Profit before taxation
Taxation
Profit for the period
Other comprehensive income
Profit for the period attributable to:Equity holders of the parent

Non-controlling interest
Profit for the period
period attributable to:Equity holders of the parent
Non-controlling interest
period
Earnings per share
Basic and diluted earnings per share (cents)
Dividend declared
Outstanding shares
Dividend per share (USc)
34
50,696,670
12,940,042
1,704,987,589 1,564,040,380 1,550,347,181 1,606,859,321 1,422,436,994
1,423,677,054
2.97
n/a
20,029,762
1.29
14,787,251
0.92
0.91
n/a
STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME REVIEW

Econet Wireless Zimbabwe Limiteds main line of business is the provision of telecommunications services and related value added services.
The Companys commitment to innovation has seen the business expanding into new areas and diversifying its services to boost revenue.
Through its subsidiaries and associates, the Company introduced a number of new products over the years. The most significant of these
innovations relate to the investment in and growth of broadband data services as well as mobile financial services such as EcoCash and
EcoSure.
In line with Global trends, the local telecom industry is experiencing a decline in voice revenues. The decline in revenues observed between
the financial years 2014 (US$753 million) and 2016 (US$640 million) is a result of the regulatory price reductions on voice and SMS revenues,
increased levies as well as the deterioration in the economic environment. Management anticipated this trend, hence over the years invested
in new infrastructure and created a new innovation pipeline to create new revenue streams.
Whilst these new innovations have been able to mitigate against some revenue losses, they have lower margins compared to voice margins
and cannot mitigate against charges such as depreciation and amortisation. The new revenue streams, however, contribute to overall
profitability in a meaningful way as they have been developed largely using the existing cost base.
The Companys profit after tax declined from a peak of US$139 million in the 2013 financial year to US$39 million in the 2016 financial year.
In an eort to survive and grow in an increasingly volatile and complex economic environment, the Company has increased its focus on cost
optimisation over the years in order to protect margins and profitability. The decline in profit after tax is in spite of the growth in EcoCash and
Data revenues as well as the aggressive cost containment measures implemented over the years.
35
ECONET WIRELESS ZIMBABWE LIMITED FINANCIAL INFORMATION

CONSOLIDATED STATEMENT OF FINANCIAL POSITION EXTRACTED FROM ECONET WIRELESS ZIMBABWE LIMITED
FINANCIAL STATEMENTS
Audited
Audited
29 Feb. 2012 28 Feb. 2013
Audited
28 Feb.
2014
Audited
28 Feb.
2015
Audited
29 Feb.
2016
Reviewed
31 Aug.
2016
ASSETS
Property, plant and equipment
605,847
690,806
734,664
736,320
695,555
652,333
Intangible assets and goodwill
7,991
15,583
149,486
146,867
139,315
133,443
Other non-current assets
9,385
15,013
24,425
33,984
44,751
48,611
Deferred taxation
2,686
5,643
19,238
19,001
10,897
9,136
Financial instruments - long term
18,854
12,906
15,065
76,983
65,625
55,019
Financial instruments - short term
155,609
260,715
204,884
183,982
228,396
285,022
12,055
14,444
25,902
59,354
12,365
6,766
812,427
1,015,110
1,173,664
1,256,491
1,196,904
1,190,330
33,125
35,698
37,449
40,764
40,764
40,764
345,478
453,138
561,883
614,112
614,225
615,637
Other current assets

Total assets
EQUITY AND LIABILITIES
EQUITY
Share capital and share premium
Retained earnings
Other reserves
1,343
569
463
5,894
2,546
3,246
379,946
489,405
599,795
660,770
657,535
659,647
2,847
3,478
3,924
4,525
4,362
4,044
382,793
492,883
603,719
665,295
661,897
663,691
70,667
85,493
109,838
120,459
112,221
103,387
1,386
3,487
3,190
Long-term interest-bearing debt
103,338
202,800
134,852
165,758
112,343
77,585
Short-term interest-bearing debt
145,800
61,771
105,428
98,176
110,735
103,609
Other financial instruments - short term
97,017
155,222
188,352
175,129
165,389
210,068
Other current liabilities
12,812
16,941
31,475
30,288
30,832
28,800
Total liabilities
429,634
522,227
569,945
591,196
535,007
526,639
Total equity and liabilities
812,427
1,015,110
1,173,664
1,256,491
1,196,904
1,190,330
NAV (incl. intangible assets)
382,793
492,883
603,719
665,295
661,897
663,691
NAV (excl. intangible assets)
374,802
477,300
454,233
518,428
522,582
530,248
NAV per share (incl. intangible assets) (USc)
22.45
31.51
38.94
41.40
46.53
46.62
NAV per share (excl. intangible assets) (Usc)
21.98
30.52
29.30
32.26
36.74
37.24
Attributable to equity holders of the parent

Non-controlling interests
Total equity
LIABILITIES
Deferred taxation
Other non-current liabilities
Financial Instruments:
Net Asset Value (NAV)
36
STATEMENT OF CONSOLIDATED FINANCIAL POSITION REVIEW

a)
Property, plant & equipment, Intangible assets and Goodwill (US$785,776)

Primary non-current assets relate to cellular network equipment and the cellular operating license. The ongoing liquidity
challenges have hampered the Groups investment eorts. Consequently, the capital expenditure intensity has decreased from
16.6% to 5.1%.
Commitments for capital expenditure as at 31 August 2016
Authorised by the Directors and contracted

Authorised by the Directors but not contracted
31 Aug. 2016
31 Aug. 2015
US$6.1 million
US$31.4 million
US$27.2 million
The capital expenditure is to be financed out of the Groups own resources and existing facilities
b)
Financial Instruments- short term assets (US$285,022)

Financial instruments short term consist:
Inventories consist merchandise, spares, stationery and other inventories at net realisable value.
Trade receivables are non-interest bearing and are generally on terms of 30 to 90 days.
Loans and advances to bank customers
c)
Interest Bearing Borrowings (US$181,194)

The Group secured loan facilities to fund the cellular network expansion. The Company and its subsidiaries were in compliance
with all requirements arising from the multi-creditor facility as at 31 August 2016.
d)
Financial Instruments- short term liabilities (US$210,068)

Trade payables and accruals principally comprise amounts outstanding for trade purchases and ongoing costs together with
credit granted on equipment purchases. The average credit period on purchases is between 7 and 30 days.
Rights Oer Circular considerations

No dividends were paid out on any class of shares in FY 2016.
The debtors and creditors do not include any accounts other than trade accounts;
The provisions for doubtful debts are adequate.
Adequate provision has been made for obsolete, damaged or defective goods and for supplies purchased at prices in excess of
current market prices.
Inter Company profits in the group have been eliminated.
37

COMPANY STATEMENT OF FINANCIAL POSITION EXTRACTED FROM ECONET WIRELESS ZIMBABWE LIMITED AUDITED

ASSETS
Investment in subsidiaries
Interest in associated companies
Audited
29 Feb.
2012
Audited
28 Feb.
2013
Audited
28 Feb.
2014
Audited
28 Feb.
2015
Audited
29 Feb.
2016
Reviewed
31 Aug.
2016
631
630
623
623
623
623
34,555
101,177
124,470
127,881
127,881
128,020
6,144
14,061
20,768
29,816
39,332
43,192
2,786
2,921
2,252
1,886
1,886
1,886
4,434
9,447
17,178
4,798
4,864
29,228
48,550
128,236
165,291
165,004
174,586
202,949
15,840
(3,389)
(7,342)
(12,655)
(52,452)
(62,164)
15,840
(3,389)
(7,342)
(12,655)
(52,452)
(62,164)
128,313
154,110
177,243
226,207
240,093
32,710
3,312
2,137
416
831
450
16,386
18,544
Total liabilities
32,710
131,624
172,633
177,659
227,038
265,113
48,550
128,236
165,291
165,004
174,586
202,949
Total assets
EQUITY
Share capital and reserves
Total equity
LIABILITIES
Non-current financial instruments
38

CONSOLIDATED STATEMENT OF CASH FLOWS EXTRACTED FROM ECONET WIRELESS ZIMBABWE LIMITED AUDITED

Cash generated from operations
Income tax paid
Net cash generated from operations
Audited
Audited
Audited
Audited
Audited
Reviewed
29 Feb.
2012
28 Feb.
2013
28 Feb.
2014
28 Feb.
2015
29 Feb.
2016
31 Aug.
2016
315,327
216,177
401,086
226,962
244,681
130,227
(36,465)
(53,097)
(53,311)
(51,421)
(25,566)
(16,336)
278,862
163,080
347,775
175,541
219,116
113,891
(216,014)
(147,610)
(20,000)
(281,326)
(125,387)
(82,848)
(15,361)
Investing activities
Acquisition of property, plant and equipment and
intangible assets
Acquisition of associate
Net cash inflow on acquisition of subsidiary
Net acquisition/ (disposal) of financial instruments
16,598
121
1,600
646
(2,117)
(17,850)
(8,984)
5,342
(214,414)
(150,366)
(283,443)
(143,116)
(91,832)
(10,019)
Financing costs paid
(10,203)
(33,360)
(34,340)
(36,594)
(36,437)
(12,214)
Dividend paid
(36,372)
(29,815)
(4,834)
(7,093)
Share buy-back
(28,450)
(22,109)
(9,903)
34,721
(40,066)
Net cash used in investing activities

Cash flows from financing activities
Proceeds from borrowings
132,911
52,000
48,385
120,964
45,268
27,044
Repayment of borrowings
(56,231)
(31,808)
(75,373)
(97,793)
(86,737)
(68,190)
Net cash flows from/(used in) financing activities
1,655
(35,277)
(71,231)
(8,517)
(122,807)
(60,453)
Net increase/(decrease) in cash and cash equivalents
66,102
(22,563)
(6,899)
23,908
4,476
43,419
Cash and cash equivalents at the beginning of the

year
Cash and cash equivalents as at end of period
34,691
100,793
100,793
78,230
78,230
71,331
71,331
95,239
99,716
99,715
143,134
8,751
65
875
520
95,239
Comprising:
Short-term investments
Bank balances and cash
Cash and cash equivalents as at end of period
92,042
78,165
71,331
94,364
99,195
143,134
100,793
78,230
71,331
95,239
99,716
143,134
39
PART IX: REPORTING ACCOUNTANTS REPORT ON THE UNAUDITED PRO-FORMA

FINANCIAL INFORMATION OF ECONET WIRELESS ZIMBABWE AS AT 31 AUGUST 2016
P O Box 267
Harare
Zimbabwe
17 January 2017
Deloitte & Touche

West Block
Borrowdale Office Park
Borrowdale Road
Harare
Tel: +263 (0)8677 000261
+263 (0)8644 041005
Fax:
+263 (0)4 852130
www.deloitte.com
The Directors
2 Old Mutare Road
Msasa
Harare
Dear Messrs,
REPORTING ACCOUNTANTS REPORT ON THE UNAUDITED PRO-FORMA FINANCIAL INFORMATION OF ECONET WIRELESS
ZIMBABWE LIMITED AS AT 31 AUGUST 2016
Introduction
The Directors of Econet Wireless Zimbabwe Limited are proposing a capital raise of approximately US$130 million (the Capital raise) by
Econet Wireless Zimbabwe Limited through an oer to members of the Company, pro rata to their respective existing shareholdings of
1,082,088,944 ordinary shares plus 263,050,614 Class A Shares at a subscription price of 5.00 US Cents per share, and each of which shall be
linked to a redeemable accrual Debenture with a subscription value of 4.665US Cents each. The amount due on both the shares and the
Linked Debentures shall be payable in full on acceptance of the oer.
The terms of the proposals or (the capital raise) are more fully described in the Circular to Shareholders dated 17 January 2017. A pro-forma
statement of financial position showing the impact of the Proposed Capital Raise to Econet Wireless Zimbabwe Limited (Econet), has been
set out in PART X of this Circular.
Responsibility
The Directors are solely responsible for the preparation of the unaudited pro-forma information to which this independent reporting
accountants report relates. They are also responsible for the preparation of the information from which the unaudited financial information
has been prepared. Our responsibility as independent reporting accountants is to form an opinion on the basis used to compile the
unaudited pro-forma financial information. We do not accept any responsibility for any reports previously given by us on any financial
information used in the compilation of the unaudited pro forma financial information beyond that owed to those to whom those reports
were addressed at their dates of issue.
The Directors are responsible for the preparation of the circular to which this report relates and the financial information contained therein.
This report is prepared in terms of the Listing Requirements of the Zimbabwe Stock Exchange for the purpose of inclusion in the Circular to
Shareholders dated 23 December 2016.
Unaudited Pro-forma Financial Information
The pro-forma financial information has been prepared for illustrative purposes only to provide information demonstrating how the Capital
Raise would have impacted on the financial position of Econet had the Proposed Capital Raise been undertaken on 31 August 2016. Because
of its nature, the unaudited pro-forma financial information may not give a fair reflection of Econets financial position going forward.
Our work consisted primarily of reviewing the unaudited pro-forma financial information, considering the evidence supporting the
adjustments and discussing the unaudited pro-forma financial information with directors. We were not involved in the independent
examination of the underlying information.
Because the above procedures conducted by us do not constitute either an audit or a review performed in accordance with statements of
International Standards on Auditing, we do not express assurance on the fair presentation of the unaudited pro forma financial information.
Had we conducted additional procedures, or had we performed an audit in accordance with the International Standards on Auditing, other
matters might have come to our attention that would have been reported to you.
In a limited assurance engagement, the evidence- gathering procedures are more limited than for a reasonable assurance engagement
and therefore less assurance is obtained than in a reasonable assurance engagement. We believe our evidence obtained is sucient and
appropriate to provide a basis for our conclusion.
Conclusion
Based on our examination of the evidence obtained, nothing has come to our attention that causes us to believe that, in terms of section
8.3 of the ZSE Listing Requirements:
The pro forma financial information has not been properly compiled on the basis stated;
Such basis is inconsistent with the accounting policies of the Company; and
The adjustments are not appropriate for the purposes of the pro forma information as disclosed.
Yours faithfully,
Deloitte & Touche Chartered Accountants (Zimbabwe)

Harare, Zimbabwe
40
PART X: ECONET WIRELESS ZIMBABWE LIMITED PRO-FORMA STATEMENT

OF FINANCIAL POSITION
UNAUDITED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
For the half year ended 31 August 2016

ASSETS
Property, plant and equipment, intangible
assets and goodwill
Audited
31 August 2016
Pre-Capital Raise
31 August 2016
Other non-current assets

Deferred taxation
Effect of Proposed Capital Raise

Note 1
Note 2
Note 3
Unaudited
31 August 2015
Note 4 Post-Capital Raise
29 February 2016
785,776
785,776
48,611
48,611
9,136
9,136
55,019
55,019
141,888
141,888
Other current assets

Cash and cash equivalents
Total assets
6,766
143,134
6,766
67,257
62,751
(4,030)
(130,008)
1,190,330
139,104
1,186,300

EQUITY
Share capital
Share premium
Retained earnings
Other reserves
Attributable to equity holders of the parent
Non-controlling interests
Total equity
1,640
39,124
1,345
2,985
65,912
(2,085)
102,951
(1,038)
614,599
615,637
3,246
3,246
659,647
723,781
4,044
4,044
663,691
727,825
LIABILITIES
Deferred taxation
103,387
104,425
1,038
3,190
3,190
Long-term interest-bearing debt
77,585
111,992
103,609
Other non-current liabilities

Other current liabilities
Total liabilities
62,751
(1,945)
(26,399)
(103,609)
210,068
210,068
28,800
28,800
526,639
458,475
1,190,330
1,186,300
Notes to the un-Audited Consolidated Pro-forma Statement of Financial Position

Note 1 Being shares issued under the rights issue.
Note 2 Debentures issued.
Note 3 Being advisory fees and regulatory costs.
Note 4 Being repayment of borrowings funded by Debenture & rights issue proceeds.
41
PART XI: TABLE OF ENTITLEMENT FOR ECONET WIRELESS ZIMBABWE LIMITED

SHAREHOLDERS
Set out below is the table of entitlement of Econet Wireless Zimbabwe Limited Shareholders to Rights Oer and Debenture Shares, based
on the subscription for listed securities and for USD cash.
Table of entitlements for subscription in USD cash.
For subscription in USD cash, the shares are oered at a price of US$0.05 each payable in full on acceptance on the basis of circa 82 new
Rights Oer Shares for every 100 ordinary share held.
Shares currently
held by
Shareholder
Rights Oer Shares
Subscription price
At 5 US Cents per
Share
Indivisibly Linked
Debentures
Subscription price
At 5 US cents per
Debenture
Total Amount
(US$)
100
82
US$4
82
US$4
US$8
500
410
US$21
410
US$19
US$40
1,000
820
US$41
820
US$38
US$79
2,500
2,050
US$103
2,050
US$96
US$199
5,000
4,101
US$205
4,101
US$191
US$396
10,000
8,202
US$410
8,202
US$383
US$793
25,000
20,505
US$1,025
20,505
US$957
US$1,982
50,000
41,010
US$2,051
41,010
US$1,913
US$3,964
100,000
82,020
US$4,101
82,020
US$3,826
US$7,927
250,000
205,050
US$10,253
205,050
US$9,566
US$19,819
500,000
410,100
US$20,505
410,100
US$19,131
US$39,636
750,000
615,150
US$30,758
615,150
US$28,697
US$59,455
1,000,000
820,200
US$41,010
820,200
US$38,262
US$79,272
5,000,000
4,100,999
US$205,050
4,100,999
US$191,312
US$396,362
10,000,000
8,201,998
US$410,100
8,201,998
US$382,623
US$792,723
50,000,000
41,009,988
US$2,050,499
41,009,988
US$1,913,116
US$3,963,615
100,000,000
82,019,975
US$4,100,999
82,019,975
US$3,826,232
US$7,927,231
42
PART XII: SHARE PRICE INFORMATION

The table below provides statistical information on Econet Wireless Zimbabwe Limited share price and the volumes traded for each month
from 1 January 2015 to 30 November 2016
MONTH
HIGH (US CENTS)
LOW (US CENTS)
VOLUME
January
60.001
50
8,371,812
February
55.02
50
16,262,060
March
52
50
6,615,159
April
50
49
7,663,405
May
50
45
13,456,341
June
45
40
6,160,736
July
37.99
32.01
13,206,428
August
31.75
28
18,811,268
28
26.65
16,289,214
October
27.04
26.75
12,123,009
November
26.75
16.01
9,333,044
December
21.09
17.24
22,621,399
January
22.97
19.55
26,194,554
February
24.95
22
25,193,947
March
25
22.56
9,814,930
April
26
25
3,622,237
May
25.49
21.62
3,558,106
June
23.05
20
14,264,622
21
19.5
9,649,135
2015
September
2016
July
August
September
October
November
20
19.8
3,175,989
19.9
19.6
5,072,075
30
19.5
11,722,823
31.73
27
14,031,381
The volume weighted average share prices determined based on the trading days immediately preceding and including the last practicable
date of 30 November 2016 are set out below:
a)
b)
c)
30 trading day volume weighted average share price 28.33 US Cents

43
PART XIII: DETAILS OF THE UNDERWRITER

Set out hereunder are details relating to the underwriter of the Rights Oer:
Name:
Registered Oce:
10th Floor, Standard Chartered Tower, 19 Cybercity, Ebene, Mauritius
Date of Incorporation:
9th July 2008
Company registration number:
88185
Company Directors
Tracy Mpofu, Eric Venpin, Gaetan Lan, Strive Masiyiwa, James Myers,
Nicholas Rudnick, Craig Fitzgerald
Company secretary
DTOS Ltd
Issued share capital of the Company.
17,253
44
PART XIV: ECONET WIRELESS ZIMBABWES ACCOUNTING POLICIES

1.
Accounting Policies
There Groups policy notes that were applicable for the financial year ended 29 February 2016, which are detailed below, are the
same policies that were applicable for the half year ended 31 August 2016.
Policy note
IFRS/IAS reference
Content
IAS 1(revised)
Presentation of financial statements: General information

and functional currency
IAS 1(revised)
Basis of preparation
IAS 8
Change in accounting policy, adoption of new and revised

Standards
IAS 21
Effects of changes in foreign exchange rates
IFRS 3, 10
Business combinations and goodwill
IAS 28
Investment in associates and joint ventures
IAS 38
Intangible assets
IAS 23
Borrowing costs
IAS 16
IAS 40
Investment properties
IAS 36
Impairment of property, plant and equipment and

intangible assets
IAS 17
Leases
IAS 2
Inventories
IAS 18
Revenue
Other Income
IAS 12
Income taxes
IAS 19
Employee benefits and retirement benefits
IAS 1(revised)
Current versus non-current classification
IFRS 13
Fair value measurements
IFRIC 17
Cash dividend and non-cash distribution to equity holders

of the parent
IAS 39, IFRS 7
Financial instruments initial recognition, subsequent

measurement and disclosure
IAS 7
Cash and short term deposits
IAS 32
Treasury shares
IAS 37
Provisions
Fiduciary assets
IFRS 8
Operating segments
AA
IFRS 2
Share based payments
AB
IAS 1 (Revised)
Significant assumptions and key sources of estimation

uncertainty
45
GENERAL INFORMATION
A.1
THE COMPANY
Econet Wireless Zimbabwe Limited (the Company) was incorporated in Zimbabwe on 4 August 1998 and its main operating
subsidiary, Econet Wireless Zimbabwe Limited (Private) Limited, on 23 August 1994. The address of its registered oce and principal
place of business is Econet Park, 2 Old Mutare Road, Msasa, Harare. The main business of the Group is mobile telecommunications
and related overlay services. The ultimate holding Company for the Group is Econet Global Limited (previously reported as Econet
Wireless Group Limited) which is incorporated in Mauritius. Except where specific reference is made to the Company, the notes
disclosed in these financial statements pertain to the Group.
A.2
Currency of Account
These consolidated financial statements are presented in United States Dollars (US$) being the functional and presentation
currency of the primary economic environment in which the Company operates.
BASIS OF PREPARATION
B.1
Statement of compliance
The Companys financial statements have been prepared in accordance with International Financial Reporting
Standards (IFRS); International Accounting Standards (IAS); the International Financial Reporting Interpretations
Committee (IFRIC). With the exceptions noted below in policy Note C1 New and Revised Standards and
Interpretations- Adopted, the accounting policies set out below have been consistently applied from the previous
year and through the current year.
B.2
Compliance with legal and regulatory requirements

These Companys financial statements have been prepared in accordance with the accounting policies set out
below, and comply with the modified disclosure requirements of the Companies Act (Chapter 24:03) and the
relevant statutory instrument (SI33/99 and SI 62 /96) and the Banking Act (Chapter 24:20).
B.3
Use of estimates and judgments

The preparation of the consolidated financial statements in conformity with IFRS requires management to make
judgments, estimates and assumptions that aect the application of accounting policies and the reported amounts
of assets, liabilities, income and expenses. Actual results may dier from these estimates.
Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates
are recognised in the period in which the estimates are revised and in any future periods aected. Information
about the significant areas of accounting judgment; estimations and assumptions in applying accounting policies
that have the most significant eect on the amounts recognised in these consolidated financial statements are
described in Note AB.
B.4
Basis of consolidation
The consolidated financial statements comprise of the financial statements of the Company and its subsidiaries as
at 29 February 2016. Control is achieved when the Company is exposed, or has rights, to variable returns from its
involvement with the investee and has the ability to aect those returns through its power over the investee if,
and only if, the Company has:
Power over the investee (i.e. existing rights that give it the current ability to direct the relevant activities of the
investee);
Exposure, or rights, to variable returns from its involvement with the investee; and
The ability to use its power over the investee to aect its returns.
When the Company has less than a majority of the voting or similar rights of an investee, the Company considers
all relevant facts and circumstances in assessing whether it has power over an investee, including:
The contractual arrangement with the other vote holders of the investee;
Rights arising from other contractual arrangements;
The Company voting rights and potential voting rights; and
Any additional facts and circumstances that indicate that the Company has, or does not have, the current ability
to direct the relevant activities at the time that decisions need to be made, including voting patterns at previous
shareholders meetings.
46
The Company re-assesses whether or not it controls an investee if facts and circumstances indicate that there are
changes to one or more of the three elements of control.
Consolidation of a subsidiary begins when the Company obtains control over the subsidiary and ceases when
the Company loses control of the subsidiary. Assets, liabilities, income and expenses of a subsidiary acquired or
disposed of during the year are included in the consolidated financial statements from the date the Company
gains control until the date the Company ceases to control the subsidiary.
Profit or loss and each component of Other Comprehensive Income (OCI) are attributed to the equity holders
of the parent of the Company and to the non-controlling interests, even if this results in the non- controlling
interests having a deficit balance. When necessary, adjustments are made to the financial statements of subsidiaries
to bring their accounting policies into line with the Companys accounting policies. All intra-Company assets and
liabilities, equity, income, expenses and cash flows relating to transactions between members of the Company are
eliminated in full on consolidation.
A change in the ownership interest of a subsidiary, without a loss of control, is accounted for as an equity transaction.
If the Company loses control over a subsidiary, it derecognises the related assets (including goodwill), liabilities,
non-controlling interest and components of equity while any resultant gain or loss is recognised in profit or loss.
Any investment retained is recognised at fair value.
C
ADOPTION OF NEW AND REVISED STANDARDS AND INTERPRETATIONS
C.1
Application of new and revised standards and interpretations Adopted

In the current year, the Company adopted the following new and revised IFRSs and annual improvements to IFRSs.
The nature and the impact of each new standard and amendment is described below:
Amendments to IFRSs that are mandatory eective for the year ended 31 December 2015.
Amendments to IAS 19 Defined Benefit Plans: Employee Contributions
IAS 19 requires an entity to consider contributions from employees or third parties when accounting for defined
benefit plans. Where the contributions are linked to service, they should be attributed to periods of service as a
negative benefit. These amendments clarify that, if the amount of the contributions is independent of the number
of years of service, an entity is permitted to recognise such contributions as a reduction in the service cost in the
period in which the service is rendered, instead of allocating the contributions to the periods of service. This
amendment is eective for annual periods beginning on or after 1 July 2014. This amendment is not relevant to
the Company, since none of the entities within the Company has defined benefit plans with contributions from
employees or third parties.
Annual improvements 2010 2012 cycle
IFRS 2 Share-based Payment
This improvement is applied prospectively and clarifies various issues relating to the definitions of performance
and service conditions which are vesting conditions. The clarifications are consistent with how the Company has
identified any performance and service conditions which are vesting conditions in previous periods. Thus, these
amendments did not impact the Companys financial statements or accounting policies.
IFRS 3 Business Combinations
The amendment is applied prospectively and clarifies that all contingent consideration arrangements classified as
liabilities (or assets) arising from a business combination should be subsequently measured at fair value through
profit or loss whether or not they fall within the scope of IAS 39. This is consistent with the Companys current
accounting policy and, thus, this amendment did not impact the Companyps accounting policy.
47
ADOPTION OF NEW AND REVISED STANDARDS AND INTERPRETATIONS (CONTINUED)
C.1
Application of new and revised standards and interpretations Adopted (continued)

IFRS 8 Operating Segments
The amendments are applied retrospectively and clarify that:
An entity must disclose the judgments made by management in applying the aggregation criteria in paragraph
12 of IFRS 8, including a brief description of operating segments that have been aggregated and the economic
characteristics (e.g., sales and gross margins) used to assess whether the segments are similar
The reconciliation of segment assets to total assets is only required to be disclosed if the reconciliation is reported
to the chief operating decision maker, similar to the required disclosure for segment liabilities
The Company has not applied the aggregation criteria in IFRS 8.12. The Company has presented the reconciliation
of segment assets to total assets in previous periods and continues to disclose the same in Note 1 in this periods
financial statements as the reconciliation is reported to the chief operating decision maker for the purpose of his
decision making.
IAS 16 Property, Plant and Equipment and IAS 38
Intangible Assets
The amendment is applied retrospectively and clarifies in IAS 16 and IAS 38 that the asset may be revalued by
reference to observable data by either adjusting the gross carrying amount of the asset to market value or by
determining the market value of the carrying value and adjusting the gross carrying amount proportionately
so that the resulting carrying amount equals the market value. In addition, the accumulated depreciation or
amortisation is the dierence between the gross and carrying amounts of the asset. This amendment did not have
any impact to the revaluation adjustments recorded by the Company during the current period.
IAS 24 Related Party Disclosures
The amendment is applied retrospectively and clarifies that a management entity (an entity that provides key
management personnel services) is a related party subject to the related party disclosures. In addition, an entity
that uses a management entity is required to disclose the expenses incurred for management services. This
amendment is not relevant for the Company as it does not receive any management services from other entities.
IFRS 13 Fair Value Measurement Portfolio exception
The amendment is applied prospectively and clarifies that the portfolio exception in IFRS 13 can be applied not
only to financial assets and financial liabilities, but also to other contracts within the scope of IAS 39. The Company
does not have financial assets, financial liabilities and other contracts that meet this criteria.
Annual improvements to IFRSs 2011 2013 Cycle.
IFRS 3 Business Combinations
The amendment is applied prospectively and clarifies that all contingent consideration arrangements classified as
liabilities (or assets) arising from a business combination should be subsequently measured at fair value through
profit or loss whether or not they fall within the scope of IAS 39. This is consistent with the Companys current
accounting policy and, thus, this amendment did not impact the Companys accounting policy.
IAS 40 Investment property - Clarifying the interrelationship of IFRS 3 and IAS 40 when classifying
investment property or owner occupied property - Amendment to IAS 40
The description of ancillary services in IAS 40 dierentiates between investment property and owner occupied
property. IFRS 3 is used to determine if the transaction is the purchase of an asset or a business combination. The
Company will consider the amendment when it enters into business combination transactions where judgment
needs to be applied to determine whether the transaction is a purchase of a business or an asset.
48
C.2
New and revised IFRSs that are not mandatory effective (but allow for early adoption) for the year
ended 31 December 2015.
The standards and interpretations that are issued, but not yet eective, up to the date of issuance of the Companys
financial statements are disclosed below. The Company intends to adopt these standards, if applicable, when they
become eective.
IFRS 9 Financial Instruments classification and measurement
On 24 July 2014, the International Accounting Standards Board (IASB) issued the final version of IFRS 9 -Financial
Instruments bringing together the classification and measurement, impairment and hedge accounting phases of
the IASBs project to replace IAS 39 Financial Instruments: Recognition and Measurement and all previous versions
of IFRS 9. The classification and measurement requirements address specific application issues arising in IFRS 9
(2009) that were raised by preparers, mainly from the financial services industry. The expected credit loss model
addresses concerns expressed following the financial crisis that entities recorded losses too late under IAS 39.
IFRS 9 stipulates that financial assets are measured at amortised cost, fair value through profit or loss, or fair value
through other comprehensive income, based on both the entitys business model for managing the financial
assets and the financial assets contractual cash flow characteristics.
Apart from the own credit risk requirements, classification and measurement of financial liabilities is unchanged
from existing requirements. IFRS 9 is applicable for annual periods beginning on or after 1 January 2018, but early
adoption is permitted. The Group is still assessing the impact of IFRS 9.
IFRS 15 Revenue from Contracts with Customers
IFRS 15 was issued in May 2014 and establishes a five- step model to account for revenue arising from contracts
with customers. Under IFRS 15, revenue is recognised at an amount that reflects the consideration to which an
entity expects to be entitled in exchange for transferring goods or services to a customer.
IFRS 15 establishes a five-step model that will apply to revenue earned from a contract with a customer (with
limited exceptions), regardless of the type of revenue transaction or the industry. The standards requirements will
also apply to the recognition and measurement of gains and losses on the sale of some non-financial assets that
are not an output of the entitys ordinary activities (e.g., sales of property, plant and equipment or intangibles).
Extensive disclosures will be required, including disaggregation of total revenue; information about performance
obligations; changes in contract asset and liability account balances between periods and key judgments and
estimates.
The new revenue standard will supersede all current revenue recognition requirements under IFRS. Either a full
retrospective application or a modified retrospective application is required for annual periods beginning on or
after 1 January 2018, when the IASB finalises their amendments to defer the eective date of IFRS 15 by one year.
Early adoption is permitted. The Company plans to adopt the new standard on the required eective date using
the full retrospective method. During 2015, the Company performed a preliminary assessment of IFRS 15, which is
subject to changes arising from a more detailed ongoing analysis. Furthermore, the Company is considering the
clarifications issued by the IASB in an exposure draft in July 2015 and will monitor any further developments.
Amendments to IFRS 11 Joint Arrangements: Accounting for Acquisitions of Interests
The amendments to IFRS 11 require that a joint operator accounting for the acquisition of an interest in a joint
operation, in which the activity of the joint operation constitutes a business, must apply the relevant IFRS 3
principles for business combinations accounting. The amendments also clarify that a previously held interest in a
joint operation is not re-measured on the acquisition of an additional interest in the same joint operation while
joint control is retained. In addition, a scope exclusion has been added to IFRS 11 to specify that the amendments
do not apply when the parties sharing joint control, including the reporting entity, are under common control of
the same ultimate controlling party.
The amendments apply to both the acquisition of the initial interest in a joint operation and the acquisition of any
additional interests in the same joint operation and are prospectively eective for annual periods beginning on or
after 1 January 2016, with early adoption permitted. These amendments are not expected to have any impact on
the Company.
49
ADOPTION OF NEW AND REVISED STANDARDS AND INTERPRETATIONS (CONTINUED)
C.2
New and revised IFRSs that are not mandatory effective (but allow for early adoption) for the year
ended 31 December 2015. (continued)
Amendments to IAS 16 and IAS 38: Clarification of Acceptable Methods of Depreciation and
Amortisation
The amendments clarify the principle in IAS 16 and IAS 38 that revenue reflects a pattern of economic benefits
that are generated from operating a business (of which the asset is part) rather than the economic benefits that
are consumed through use of the asset. As a result, a revenue-based method cannot be used to depreciate
property, plant and equipment and may only be used in very limited circumstances to amortise intangible assets.
The amendments are eective prospectively for annual periods beginning on or after 1 January 2016, with early
adoption permitted. These amendments are not expected to have any impact to the Company given that the
Company has not used a revenue-based method to depreciate its non-current assets.
Amendments to IAS 27: Equity Method in Separate
Financial Statements
The amendments will allow entities to use the equity method to account for investments in subsidiaries, joint
ventures and associates in their separate financial statements. Entities already applying IFRS and electing to
change to the equity method in its separate financial statements will have to apply that change retrospectively.
For first-time adopters of IFRS electing to use the equity method in its separate financial statements, they will be
required to apply this method from the date of transition to IFRS. The amendments are eective for annual periods
beginning on or after 1 January 2016, with early adoption permitted. These amendments will not have any impact
on the Companys consolidated financial statements.
Amendments to IFRS 10 and IAS 28: Sale or Contribution of Assets between an Investor and its
Associate or Joint Venture
The amendments address the conflict between IFRS10 and IAS 28 in dealing with the loss of control of a subsidiary
that is sold or contributed to an associate or joint venture. The amendments clarify that the gain or loss resulting
from the sale or contribution of assets that constitute a business, as defined in IFRS 3, between an investor and
its associate or joint venture, is recognised in full. Any gain or loss resulting from the sale or contribution of assets
that do not constitute a business, however, is recognised only to the extent of unrelated investors interests in the
associate or joint venture. These amendments must be applied prospectively and are eective for annual periods
beginning on or after 1 January 2016, with early adoption permitted. These amendments are not expected to have
any impact on the Company.
Amendments to IFRS 10, IFRS 12 and IAS 28
Investment Entities: Applying the Consolidation Exception
The amendments address issues that have arisen in applying the investment entities exception under IFRS 10. The
amendments to IFRS 10 clarify that the exemption from presenting consolidated financial statements applies to a
parent entity that is a subsidiary of an investment entity, when the investment entity measures all of its subsidiaries
at fair value.
Furthermore, the amendments to IFRS 10 clarify that only a subsidiary of an investment entity that is not an
investment entity itself and that provides support services to the investment entity is consolidated. All other
subsidiaries of an investment entity are measured at fair value. The amendments to IAS 28 allow the investor, when
applying the equity method, to retain the fair value measurement applied by the investment entity associate or
joint venture to its interests in subsidiaries.
Annual Improvements 2012-2014 Cycle
These improvements are eective for annual periods beginning on or after 1 January 2016. They include:
IFRS 5 Non-current Assets Held for Sale and Discontinued Operations
Assets (or disposal groups) are generally disposed of either through sale or distribution to owners. The amendment
clarifies that changing from one of these disposal methods to the other would not be considered a new plan of
disposal, rather it is a continuation of the original plan. There is, therefore, no interruption of the application of the
requirements in IFRS 5. This amendment must be applied prospectively.
50
IFRS 7 Financial Instruments: Disclosures

(i) Servicing contracts
The amendment clarifies that a servicing contract that includes a fee can constitute continuing involvement
in a financial asset. An entity must assess the nature of the fee and the arrangement against the guidance for
continuing involvement in IFRS 7 in order to assess whether the disclosures are required. The assessment of
which servicing contracts constitute continuing involvement must be done retrospectively. However, the required
disclosures would not need to be provided for any period beginning before the annual period in which the entity
first applies the amendments.
(ii) Applicability of the amendments to IFRS 7 to condensed interim financial statements
The amendment clarifies that the osetting disclosure requirements do not apply to condensed interim financial
statements, unless such disclosures provide a significant update to the information reported in the most recent
annual report. This amendment must be applied retrospectively.
IAS 19 Employee Benefits
The amendment clarifies that market depth of high quality corporate bonds is assessed based on the currency
in which the obligation is denominated, rather than the country where the obligation is located. When there is
no deep market for high quality corporate bonds in that currency, government bond rates must be used. This
amendment must be applied prospectively.
IAS 34 Interim Financial Reporting
The amendment clarifies that the required interim disclosures must either be in the interim financial statements or
incorporated by cross-reference between the interim financial statements and wherever they are included within
the interim financial report (e.g. in the management commentary or risk report). The other information within the
interim financial report must be available to users on the same terms as the interim financial statements and at
the same time. This amendment must be applied retrospectively.
These amendments are not expected to have any impact on the Group.
Amendments to IAS 1 Disclosure Initiative
The amendments to IAS 1 Presentation of Financial Statements clarify, rather than significantly change, existing IAS
1 requirements. The amendments clarify:
The materiality requirements in IAS 1
That specific line items in the statement(s) of profit or loss and OCI and the statement of financial position may
be disaggregated
That entities have flexibility as to the order in which they present the notes to financial statements
That the share of OCI of associates and joint ventures accounted for using the equity method must be presented
in aggregate as a single line item, and classified between those items that will or will not be subsequently
reclassified to profit or loss
Furthermore, the amendments clarify the requirements that apply when additional subtotals are presented in the
statement of financial position and the statement(s) of profit or loss and OCI. These amendments are eective for
annual periods beginning on or after 1 January 2016, with early adoption permitted. These amendments are not
expected to have any impact on the Group.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
D
FOREIGN CURRENCY TRANSACTIONS AND BALANCES

The Companys consolidated financial statements are presented in United States dollars, which is also the parent
Companys functional currency. For each entity the Company determines the functional currency and items
included in the financial statements of each entity are measured using that functional currency.
Transactions in currencies other than Company entitys functional currency (foreign currencies) are initially
recorded by the Companys entities at their respective functional currency spot rates at the date the transaction
first qualifies for recognition. Monetary assets and liabilities denominated in foreign currencies are translated at the
functional currency spot rates of exchange at the reporting date. Dierences arising on settlement or translation of
monetary items are recognised in profit or loss.
51
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

D
FOREIGN CURRENCY TRANSACTIONS AND BALANCES (CONTINUED)

Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the
exchange rates as at the dates of the initial transactions. Non-monetary items measured at fair value in a foreign
currency are translated using the exchange rates at the date when the fair value is determined.
The gain or loss arising on re-translation of non-monetary items is treated in line with the recognition of the
gain or loss on change in fair value of the item i.e. translation dierences on items whose fair value gain or loss is
recognised in other comprehensive income or profit or loss is also recognised in other comprehensive income or
profit or loss.
BUSINESS COMBINATIONS AND GOODWILL

Business combinations are accounted for using the acquisition method. The cost of an acquisition is measured
as the aggregate of the consideration transferred measured at acquisition date fair value and the amount of any
non-controlling interests in the acquire. For each business combination, the Company elects whether to measure
the non-controlling interests in the acquire at fair value or at the proportionate share of the acquirers identifiable
net assets. Acquisition- related costs are expensed as incurred and included in administrative expenses.
When the Company acquires a business, it assesses the financial assets and liabilities assumed for appropriate
classification and designation in accordance with the contractual terms, economic circumstances and pertinent
conditions as at the acquisition date. This includes the separation of embedded derivatives in host contracts by the
acquiree.
If the business combination is achieved in stages, any previously held equity interest is re-measured at its acquisition
date fair value and any resulting gain or loss is recognised in profit or loss.
Any contingent consideration to be transferred by the acquirer will be recognised at fair value at the acquisition
date. Contingent consideration classified as an asset or liability that is a financial instrument and within the scope
of IAS 39 Financial Instruments: Recognition and Measurement, is measured at fair value with changes in fair value
recognised either in profit or loss or as a change to OCI. If the contingent consideration is not within the scope of
IAS 39, it is measured in accordance with the appropriate IFRS. Contingent consideration that is classified as equity
is not re-measured and subsequent settlement is accounted for within equity.
Goodwill is initially measured and recognised at cost as determined on the acquisition, being the excess of the
aggregate of the consideration transferred and the amount recognised for non-controlling interests, and any
previous interest held, over the net identifiable assets acquired and liabilities assumed. If the fair value of the net
assets acquired is in excess of the aggregate consideration transferred, the Company re-assesses whether it has
correctly identified all of the assets acquired and all of the liabilities assumed and reviews the procedures used to
measure the amounts to be recognised at the acquisition date. If the reassessment still results in an excess of the
fair value of net assets acquired over the aggregate consideration transferred, then the gain is recognised in profit
or loss.
After initial recognition, goodwill is measured at cost less any accumulated impairment losses. For the purpose
of impairment testing, goodwill acquired in a business combination is, from the acquisition date, allocated to
revise the Companys cash-generating units that are expected to benefit from the combination, irrespective of
whether other assets or liabilities of the acquire are assigned to those units. This goodwill is subsequently tested for
impairment at least on an annual basis and any resulting impairment is recognised immediately in the statement
comprehensive income.
Where goodwill has been allocated to a cash generating unit and part of the operation within that unit is disposed
of, the goodwill associated with the disposed operation is included in the carrying amount of the operation when
determining the gain or loss on disposal. Goodwill disposed in these circumstances is measured based on the
relative values of the disposed operation and the portion of the cash-generating unit retained.
52
INVESTMENTS IN ASSOCIATES
An associate is an entity over which the Company has significant influence. Significant influence is the power to
participate in the financial and operating policy decisions of the investee, but is not control or joint control over
those policies.
The considerations made in determining significant influence are similar to those necessary to determine control
over subsidiaries.
The Companys investment in its associate are accounted for using the equity method. Under the equity method,
the investment in an associate is initially recognised at cost. The carrying amount of the investment is adjusted
to recognise changes in the Companys share of net assets of the associate since the acquisition date. Goodwill
relating to the associate is included in the carrying amount of the investment and is not tested for impairment
individually.
The statement of comprehensive income reflects the Companys share of the results of operations of the associate.
Any change in OCI of those investees is presented as part of the Companys OCI. In addition, when there has been a
change recognised directly in the equity of the associate, the Company recognises its share of any changes, when
applicable, in the statement of changes in equity. Unrealised gains and losses resulting from transactions between
the Company and the associate are eliminated to the extent of the interest in the associate.
The aggregate of the Companys share of profit or loss of an associate is shown on the face of the statement of
comprehensive income and represents profit or loss after tax and non-controlling interests in the subsidiaries of
the associate.
The financial statements of the associate are prepared for the same reporting period as the Company.
After application of the equity method, the Company determines whether it is necessary to recognise an
impairment loss on its investment in its associate. At each reporting date, the Company determines whether there
is objective evidence that the investment in the associate is impaired. If there is such evidence, the Company
calculates the amount of impairment as the dierence between the recoverable amount of the associate and its
carrying value, and then recognises the loss in the statement of comprehensive income.
Upon loss of significant influence over the associate, the Company measures and recognises any retained
investment at its fair value. Any dierence between the carrying amount of the associate upon loss of significant
influence and the fair value of the retained investment and proceeds from disposal is recognised in profit or loss.
INTANGIBLE ASSETS
Intangible assets acquired separately are measured on initial recognition at cost. The cost of intangible assets
acquired in a business combination is their fair value at the date of acquisition. Following initial recognition,
intangible assets are carried at cost less accumulated amortisation and accumulated impairment losses.
Internally generated intangible assets, excluding capitalised development costs, are not capitalised and the related
expenditure is reflected in profit or loss in the period in which the expenditure is incurred.
The useful lives of intangible assets are assessed as either finite or indefinite.
Intangible assets with finite lives are amortised over the useful economic life and assessed for impairment whenever
there is an indication that the intangible asset may be impaired. The amortisation period and the amortisation
method for an intangible asset with a finite useful life are reviewed at least at the end of each reporting period.
Changes in the expected useful life or the expected pattern of consumption of future economic benefits embodied
in the asset are considered to modify the amortisation period or method, as appropriate, and are treated as changes
in accounting estimates. The amortisation expense on intangible assets with finite is recognised in the statement
of comprehensive income in the expense category that is consistent with the function of the intangible assets.
Intangible assets with indefinite useful lives are not amortised, but are tested for impairment annually, either
individually or at the cash-generating unit level. The assessment of indefinite life is reviewed annually to determine
whether the indefinite life continues to be supportable. If not, the change in useful life from indefinite to finite is
made on a prospective basis.
53
INTANGIBLE ASSETS (continued)

Derecognition
An intangible asset is derecognised:
(a) On disposal; or
(b) When no future economic benefits are expected from its use or disposal. Gains or losses arising from DE recognition of an
intangible asset are measured as the dierence between the net disposal proceeds and the carrying amount of the asset and
are recognised in the statement of comprehensive income when the asset is derecognised.
G.1
Research and development costs

Research costs are expensed as incurred. Development expenditures on an individual project are recognised as an
intangible asset when the Company can demonstrate:
The technical feasibility of completing the intangible asset so that the asset will be available for use or sale;
The intention to complete and its ability and intention to use or sell the asset;
How the asset will generate probable future economic benefits;
The availability of resources to complete the asset;
The ability to measure reliably the expenditure attributable to the intangible asset during development; and
Adequate technical, financial and other resources to complete the development and to use or sell the intangible
asset.
Subsequent to initial recognition of the development expenditure as an asset, the asset is carried at cost less
accumulated amortisation and accumulated impairment losses. Amortisation of the asset begins when
development is complete and the asset is available for use. It is amortised over the period of expected future
benefit. Amortisation is recorded in cost of sales. During the period of development, the asset is tested for
impairment annually.
G.2
License and Software

The Company made upfront payments for the renewal of its cellular operating license. The license was granted for
a period of 20 years by the relevant government agency with the option of renewal at the end of this period. As a
result, the license is assessed as having a finite useful life.
Software comprises software held by Transaction Payment Solutions (Private) Limited, software held by Econet
Wireless Zimbabwe (Private) Limited, and software held by Steward Bank Limited.
Software integral to an item of hardware equipment is classified as property, plant and equipment
The software and licenses are amortised as follows:
license held by Econet Wireless (Private) Limited amortised over 20 years;
software held by Transaction Payment Solutions (Private) Limited is amortised over 2 to 4 years;
software held by Econet Wireless (Private) Limited is amortised over 5 years; and
Software held by Steward Bank Limited is amortised over 4 years.
BORROWING COSTS
Borrowing costs consist of interest and other costs that an entity incurs in connection with the borrowing of funds.
Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are
assets that necessarily takes a substantial period of time to get ready for its intended use or sale are capitalised as
part of the cost of the assets, until such time as the assets are substantially ready for their intended use or sale.
Investment income earned on the temporary investment of specific borrowings pending their expenditure on
qualifying assets is deducted from the borrowing costs eligible for capitalisation.
All other borrowing costs are expensed in the period in which they are incurred.
54
PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment and land and buildings are stated at cost, less accumulated depreciation and
accumulated impairment losses, if any. Such cost includes the cost of replacing part of the plant and equipment
and borrowing costs for long-term construction projects if the recognition criteria are met. When significant parts
of plant and equipment are required to be replaced at intervals, the Company recognises such parts as individual
assets with specific useful lives and depreciates them accordingly.
Likewise, when a major inspection is performed, its cost is recognised in the carrying amount of the plant and
equipment as a replacement if the recognition criteria are satisfied. Software integral to an item of hardware
equipment is classified as property, plant and equipment.
All other repair and maintenance costs are recognised in profit or loss as incurred.
Assets in the course of construction for production or for other purposes not yet determined are carried at cost
less any recognised impairment loss. Costs include professional fees and, for qualifying assets, borrowing costs.
Depreciation of these assets, on the same basis as other property assets, commences when the assets are ready for
intended use.
Containers form part of fixed assets and comprise returnable bottles and crates which are sold and repurchased
at current deposit prices and are stated at net realisable value. Net realisable value represents the current deposit
price that is payable to customers when containers are repurchased from them.
Write downs of containers to net realisable value are expensed over four years. Container breakages and losses are
expensed in the period in which they occur. Any gains in net realisable value are recognised in the period in which
they occur.
The present value of the expected cost for the decommissioning of an asset after its use is included in the cost of
the respective asset if the recognition criteria for a provision are met.
Property, plant and equipment is subsequently measured at cost less subsequent depreciation and accumulated
impairment charges. (See Note K on Impairment of non- financial assets.)
Depreciation is recognised so as to write o the cost or valuation of assets (other than freehold land) less their
residual values over their useful lives, using the straight- line method. The estimated useful lives, residual values and
depreciation method are reviewed at the end of each reporting period, with the eect of any changes in estimate
accounted for on a prospective basis. Depreciation is charged to profit or loss.
Depreciation is not provided on freehold land and capital projects under development.
Other assets are depreciated on such bases as are deemed appropriate to reduce book values to estimated residual
values over their useful lives as follows:Buildings - 40 years
Network equipment - 3 to 25 years
Beverage plant and equipment - 25 years
Oce equipment - 4 to 10 years
Motor vehicles - 4 to 5 years
The residual values, useful lives and methods of depreciation of property, plant and equipment are reviewed at
each financial year end and adjusted prospectively, if appropriate.
Any item of property, plant and equipment and any significant part initially recognised is derecognised upon
disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss arising on DE
recognition of the asset, calculated as the dierence between the sales proceeds and the carrying amount of the
asset is included in profit or loss when the asset is derecognised.
55
INVESTMENT PROPERTIES
Investment properties are properties held to earn rentals and/or for capital appreciation (including property under
construction for such purposes). Investment properties are measured initially at cost, including transaction costs.
Subsequent to initial recognition, investment properties are stated at fair value, which reflects market conditions
at the reporting date. Gains or losses arising from changes in the fair values of investment properties are included
in profit or loss in the period in which they arise, including the corresponding tax eect.
Fair values are determined based on an annual evaluation performed by an accredited external independent
value.
Investment properties are derecognised either when they have been disposed or when they are permanently
withdrawn from use and no future economic benefit is expected from their disposal. The dierence between
the net disposal proceeds and the carrying amount of the asset is recognised in profit or loss in the period of DE
recognition.
Transfers are made to (or from) investment property only when there is a change in use. For a transfer from
investment property to owner-occupied property, the deemed cost for subsequent accounting is the fair value at
the date of change in use. If owner-occupied property becomes an investment property, the Company accounts
for such property in accordance with the policy stated under property, plant and equipment up to the date of
change in use.
IMPAIRMENT OF NON-FINANCIAL ASSETS

The Company assesses, at each reporting date, whether there is an indication that an asset may be impaired. If any
indication exists, or when annual impairment testing for an asset is required, the Company estimates the assets
recoverable amount. An assets recoverable amount is the higher of an assets or cash-generating units (CGU) fair
value less costs of disposal and its value in use. The recoverable amount is determined for an individual asset,
unless the asset does not generate cash inflows that are largely independent of those from other assets or groups
of assets. When the carrying amount of an asset or CGU exceeds its recoverable amount, the asset is considered
impaired and is written down to its recoverable amount.
In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax
discount rate that reflects current market assessments of the time value of money and the risks specific to the
asset. In determining fair value less costs of disposal, recent market transactions are taken into account. If no such
transactions can be identified, an appropriate valuation model is used. These calculations are corroborated by
valuation multiples, quoted share prices for publicly traded companies or other available fair value indicators.
The Company bases its impairment calculation on detailed budgets and forecast calculations, which are prepared
separately for each of the Companys CGUs to which the individual assets are allocated. These budgets and forecast
calculations generally cover a period of five years. For longer periods, a long-term growth rate is calculated and
applied to project future cash flows after the fifth year.
Impairment losses of continuing operations, including impairment on inventories, are recognised in the statement
of comprehensive income in expense categories consistent with the function of the impaired asset.
For assets excluding goodwill, an assessment is made at each reporting date to determine whether there is an
indication that previously recognised impairment losses no longer exist or have decreased. If such indication
exists, the Company estimates the assets or CGUs recoverable amount. A previously recognised impairment loss
is reversed only if there has been a change in the assumptions used to determine the assets recoverable amount
since the last impairment loss was recognised. The reversal is limited so that the carrying amount of the asset does
not exceed its recoverable amount, nor exceed the carrying amount that would have been determined, net of
depreciation, had no impairment loss been recognised for the asset in prior years. Such reversal is recognised in
the statement of comprehensive income.
56
IMPAIRMENT OF NON-FINANCIAL ASSETS (CONTINUED)

Goodwill is tested for impairment annually at the reporting date and when circumstances indicate that the carrying
value may be impaired.
Impairment is determined for goodwill by assessing the recoverable amount of each CGU (or group of CGUs)
to which the goodwill relates. When the recoverable amount of the CGU is less than its carrying amount, an
impairment loss is recognised in the statement of comprehensive income. Impairment losses relating to goodwill
cannot be reversed in future periods.
Intangible assets with indefinite useful lives are tested for impairment annually at the reporting date at the CGU
level, as appropriate, and when circumstances indicate that the carrying value may be impaired.
LEASES
A lease is an agreement in which the lessor conveys to the lessee, in return for payment, the right to use an asset
for an agreed period of time.
The determination of whether an arrangement is (or contains) a lease is based on the substance of the arrangement
at the inception of the lease. The arrangement is, or contains, a lease if fulfilment of the arrangement is dependent
on the use of a specific asset or assets and the arrangement conveys a right to use the asset or assets, even if that
right is not explicitly specified in an arrangement.
A lease is classified at the inception date as a finance lease or an operating lease.
Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards
of ownership to the lessee. All other leases are classified as operating leases. The Group does not have any finance
leases.
Operating lease payments are recognised as an expense on a straight-line basis over the lease term, except where
another systematic basis is more representative of the time pattern in which economic benefits from the leased
asset are consumed. Contingent rentals arising under operating leases are recognised as an expense in the period
in which they are incurred.
In the event that lease incentives are received to enter into operating leases, such incentives are recognised as a
liability. The aggregate benefit of incentives is recognised as a reduction of rental expense on a straight- line basis,
except where another systematic basis is more representative of the time pattern in which economic benefits from
the leased asset are consumed.
Company as a lessee
Assets held under finance leases are capitalised at the commencement of the lease at the inception date fair
value of the leased property or, if lower, at the present value of the minimum lease payments. Lease payments are
apportioned between finance charges and reduction of the lease liability so as to achieve a constant rate of interest
on the remaining balance of the liability. Finance charges are recognised in finance costs in the statement of
comprehensive income unless they are directly attributable to a qualifying asset in which case they are capitalised
in accordance with the Companys policy on borrowing costs.
A leased asset is depreciated over the useful life of the asset. However, if there is no reasonable certainty that the
Company will obtain ownership by the end of the lease term, the asset is depreciated over the shorter of the
estimated useful life of the asset and the lease term.
Operating lease payments are recognised as an operating expense in the statement of comprehensive income on
a straight-line basis over the lease term.
Company as a lessor
Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount
of the leased asset and recognised over the lease term on the same basis as rental income. Contingent rents are
recognised as revenue in the period in which they are earned.
57
INVENTORIES
Inventories are assets (a) held for sale in the ordinary course of business; (b) in the process of production for such
sale; or (c) to be consumed in the production process or the rendering of services. The main categories of inventory
recognised in the financial statements are (a) Merchandise comprising calling cards, handsets, accessories and
discards and (b) Spares, stationery and other inventory.
Measurement
Inventories are measured at the lower of cost or net realisable value.
Cost comprises all costs necessary to bring the inventories to their present location and condition.
Net realisable value represents the estimated selling price less all estimated costs incurred in the marketing, selling
or distribution, where applicable.
Merchandise, raw materials and consumable stores are valued at cost on a weighted average cost basis.
Manufactured finished products and products in process are valued at raw material cost, plus labor and a portion
of manufacturing overhead expenses, where appropriate.
Inventories are de-recognised when they are sold, and the carrying amount is recognised as an expense in the
period in which the related revenue is recognised.
Impairment
Write downs to net realisable value and inventory losses are expensed in the period in which they occur. Obsolete
and slow moving inventories are identified and written down to their estimated economic or realisable value.
The amount of any reversal of any write-down of inventories, arising from an increase in net realisable value, is
accounted for as a reduction in the amount of inventories recognised as an expense in the period in which the
reversal occurs.
REVENUE RECOGNITION
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and
the revenue can be reliably measured, regardless of when the payment is being made. Revenue is measured at the
fair value of the consideration received or receivable, taking into account contractually defined terms of payment
and excluding taxes or duty. The Company has concluded that it is the principal in all of its revenue arrangements
since it is the primary obligor in all the revenue arrangements, has pricing latitude and is also exposed to inventory
and credit risks.
The specific recognition criteria described below must also be met before revenue is recognised.
Telecommunications
N.1
Contract products
Connection fees
Revenue is recognised on the date of activation.
Access charges
Revenue from access charges is recognised as the customers are provided access to the network based on the
agreed fixed charges.
Airtime
Revenue is recognised on a usage basis.
58
N.2 Pre-paid products

Starter packs
Revenue is recognised on the date of purchase when all risks and rewards associated with the starter-packs are
transferred to the purchaser.
Airtime
Revenue is recognised when a customer utilises the airtime, at which point the risks and rewards have been
transferred. Upon purchase of an airtime voucher the customer receives the right to make outgoing voice calls, use
the short message service, download internet data and other overlay services to the value of the voucher. Revenue
is deferred until such a time as the customer uses the airtime.
N.3
Internet services
Subscriptions
Subscriptions revenue is recognised on a straight-line basis over the period of the subscription.
Data Services
Revenue is recognised on the basis of usage by the subscriber in accordance with the substance of the agreement.
N.4
Automated transaction services

Software and hardware sales
Revenue is recognised when goods are delivered and ownership has passed.
Service revenues
Revenue is recognised on the accrual basis in accordance with the substance of the agreement.
N.5
Interconnect services
Interconnect services revenue is recognised when the service is rendered.
N.6
Bundled products
Post-paid and prepaid products with multiple deliverables are defined as multiple element arrangements.
Post-paid products typically include the sale of a handset, activation fee and a service contract; and prepaid
products include a subscriber identification module (SIM) card and airtime.
These arrangements are divided into separate units of accounting, and revenue is recognised through application
of the residual value method. In applying the residual value method, an estimate of the stand-alone selling price
of a good or service is made by reference to the total transaction price less the sum of the observable stand-alone
selling prices of other goods or services promised in the contract (the residual value).
N.7
Other revenue
N.7.1
Sale of goods
Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods
have passed to the buyer, usually on delivery of the goods. Revenue from the sale of goods is measured at the
fair value of the consideration received or receivable, net of returns and allowances, trade discounts and volume
rebates.
The Company does not provide any extended warranties or maintenance contracts to its customers.
59
REVENUE RECOGNITION (CONTINUED)
N.7.2
Interest income and expense

For all financial instruments measured at amortised cost, interest-bearing financial assets classified as available- forsale, and financial instruments designated at fair value through profit or loss, interest income or expense is recorded
using the eective interest (EIR) method. EIR is the rate that exactly discounts estimated future cash payments or
receipts through the expected life of the financial instrument or a shorter period, where appropriate, to the net
carrying amount of the financial asset or financial liability. The calculation takes into account all contractual terms
of the financial instrument (for example, prepayment options) and includes any fees or incremental costs that are
directly attributable to the instrument and are an integral part of the EIR, but not future credit losses.
The carrying amount of the financial asset or financial liability is adjusted if the Bank revises its estimates of
payments or receipts. The adjusted carrying amount is calculated based on the original EIR and the change in
carrying amount is recorded as Interest income for financial assets and Interest expense for financial liabilities.
However, for a reclassified financial asset for which the Bank subsequently increases its estimates of future cash
receipts as a result of increased recoverability of those cash receipts, the eect of that increase is recognised as an
adjustment to the EIR from the date of the change in estimate.
Once the recorded value of a financial asset or a group of similar financial assets has been written down due to an
impairment loss, interest income continues to be recognised using the rate of interest used to discount the future
cash flows for the purpose of measuring the impairment loss.
N7.3
Banking fee and commission income

The bank earns fee and commission income from a diverse range of services it provides to its customers. Fee
income can be divided into the following two categories:
Fee income earned from services that are provided over a certain period of time; and
Fees earned for the provision of services over a period of time are accrued over that period.
These fees include commission income and asset management, custody and other management and advisory
fees.
Loan commitment fees for loans that are likely to be drawn down and other credit related fees are deferred
(together with any incremental costs) and recognised as an adjustment to the EIR on the loan. When it is unlikely
that a loan will be drawn down, the loan commitment fees are recognised over the commitment period on a
straight line basis.
Fee income from providing transactions services
Fees arising from negotiating or participating in the negotiation of a transaction for a third party, such as the
arrangement of the acquisition of shares or other securities or the purchase or sale of businesses, are recognised on
completion of the underlying transaction. Fees or components of fees that are linked to a certain performance
are recognised after fulfilling the corresponding criteria.
N.7.4
Medical aid income

Contribution income
Contribution income is recognised in the accounting period in which contributions are received and membership
is granted.
Fees
Fees are recognised as revenue in the accounting period in which the services were rendered, by reference to the
completion of the specific transaction assessed on the basis of the actual service provided as a proportion of the
total services to be provided.
N.7.5
Insurance income
Premium income
Gross premiums comprise the premiums on contracts entered into during the year. Premiums written include
adjustments to premiums written in prior periods. Premium income arising from funeral cover is recognised when
paid.
60
OTHER INCOME
O.1
Net trading income from financial instruments

Results arising from trading activities include all gains and losses from changes in fair value and related interest
income or expense and dividends for financial assets and financial liabilities held for trading.
O.2
Dividend Income
Dividend income is recognised when the Companys right to receive the payment is established (provided that it
is probable that the economic benefits will flow to the Company), which is generally when shareholders approve
the dividend.
O.3
Rental income
Rental income arising from operating leases on investment properties is accounted for on a straight- line basis
over the lease terms and is included in other income in the statement of comprehensive income. Initial direct
costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased
asset and recognised on a straight-line basis over the lease term.
TAXATION
P.1
Current income tax

Current income tax assets and liabilities are measured at the amount expected to be recovered from or paid to
the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or
substantively enacted, at the reporting date in the country where the Company operates and generates taxable
income.
Current income tax relating to items recognised directly in equity is recognised in equity and not in the statement
of comprehensive income. Management periodically evaluates positions taken in the tax returns with respect
to situations in which applicable tax regulations are subject to interpretation and establishes provisions where
appropriate.
P.2
Deferred tax
Deferred tax is provided using the liability method on temporary dierences between the tax bases of assets and
liabilities and their carrying amounts for financial reporting purposes at the reporting date.
Deferred tax liabilities are recognised for all taxable temporary dierences, except:
When the deferred tax liability arises from the initial recognition of goodwill or an asset or liability in a transaction that is not a
business combination and, at the time of the transaction, aects neither the accounting profit nor taxable profit or loss and
In respect of taxable temporary dierences associated with investments in subsidiaries, associates and interests in joint
ventures, when the timing of the reversal of the temporary dierences can be controlled and it is probable that the temporary
dierences will not reverse in the foreseeable future
Deferred tax assets are recognised for all deductible temporary dierences, the carry forward of unused tax credits
and any unused tax losses. Deferred tax assets are recognised to the extent that it is probable that taxable profit
will be available against which the deductible temporary dierences, and the carry forward of unused tax credits
and unused tax losses can be utilised, except:
When the deferred tax asset relating to the deductible temporary dierence arises from the initial recognition of an asset or
liability in a transaction that is not a business combination and, at the time of the transaction, aects neither the accounting
profit nor taxable profit or loss and
In respect of deductible temporary dierences associated with investments in subsidiaries, associates and interests in joint
ventures, deferred tax assets are recognised only to the extent that it is probable that the temporary dierences will reverse in
the foreseeable future and taxable profit will be available against which the temporary dierences can be utilised.
61
TAXATION (CONTINUED)
P.2
Deferred tax (continued)

The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is
no longer probable that sucient taxable profit will be available to allow all or part of the deferred tax asset to be
utilised. Unrecognised deferred tax assets are reassessed at each reporting date and are recognised to the extent
that it has become probable that future taxable profits will allow the deferred tax asset to be recovered. Deferred
tax assets and liabilities are measured at the tax rates that are expected to apply in the year when the asset is
realised or the liability is settled, based on tax rates and tax laws that have been enacted or substantively enacted
at the reporting date.
Deferred tax relating to items recognised outside profit or loss is recognised outside profit or loss. Deferred tax
items are recognised in correlation to the underlying transaction either in OCI or directly in equity.
Deferred tax assets and deferred tax liabilities are oset if a legally enforceable right exists to set o current tax
assets against current tax liabilities and the deferred taxes relate to the same taxable entity and the same taxation
authority.
Tax benefits acquired as part of a business combination, but not satisfying the criteria for separate recognition at
that date, are recognised subsequently if new information about facts and circumstances change. The adjustment
is either treated as a reduction in goodwill (as long as it does not exceed goodwill) if it was incurred during the
measurement period or recognised in profit or loss.
Current and deferred tax for the period
Current and deferred tax are recognised as income or as an expense in profit or loss, except when they relate to
items that are recognised outside profit or loss (whether in other comprehensive income or directly in equity), in
which case the tax is also recognised outside profit or loss, or where they arise from the initial accounting for a
business combination. In the case of a business combination, the tax eect is included in the accounting for the
business combination.
P.3
Value Added Tax (VAT)

Expenses and assets are recognised net of the amount of VAT, except:
When the VAT incurred on a purchase of assets or services is not recoverable from the taxation authority, in which case, the tax
is recognised as part of the cost of acquisition of the asset or as part of the expense item, as applicable
When receivables and payables are stated with the amount of Value Added Tax included
The net amount of VAT recoverable from, or payable to, the taxation authority is included as part of receivables or
payables in the statement of financial position.
EMPLOYEE BENEFITS
Employee benefits are all forms of consideration given in exchange for services rendered by employees or for the
termination of employment.
The classification, recognition and measurement of these employee benefits is as follows;
a)
Short-term employee benefits

Short-term employee benefits are employee benefits (other than termination benefits) that are expected to be
settled wholly before twelve months after the end of the annual reporting period in which the employees render
the related service. The Companys short term employee benefits comprise remuneration in the form of salaries,
wages, bonuses, employee entitlement to leave pay and medical aid.
The undiscounted amount of all short-term employee benefits expected to be paid in exchange for service
rendered are recognised as an expense or as part of the cost of an asset during the period in which the employee
renders the related service. The Company recognises the expected cost of bonuses only when the Company has a
present legal or constructive obligation to make such payment and a reliable estimate can be made.
62
b)
Post-employment benefits
Post-employment benefits are employee benefits (other than termination benefits and short-term employee
benefits) that are payable after the completion of employment.
Post-employment benefits comprise retirement benefits that are provided for Company employees through an
independently administered defined contribution fund and by the National Social Security Authority (NSSA),
which is also a defined contribution fund from the Companys perspective. Payments to the defined contribution
fund and to the NSSA scheme are recognised as an expense when they fall due, which is when the employee
renders the service. The Company has no liability for Post- employment Retirement Benefit Funds once the current
contributions have been paid at the time the employees render service.
During the year the Company contributed to the Company defined contribution fund and to the NSSA scheme.
c)
Termination benefits
Termination benefits are employee benefits provided in exchange for the termination of an employees
employment as a result of either an entitys decision to terminate an employees employment before the normal
retirement date (or contractual date) or an employees decision to accept voluntary redundancy in exchange for
those benefits. The Company recognises termination benefits as a liability and an expense at the earlier of when
the oer of termination cannot be withdrawn or when the related restructuring costs are recognised under IAS 37
Provisions, Contingent Liabilities and Contingents Assets.
Termination benefits are measured according to the terms of the termination contract. Where termination benefits
are due more than 12 months after the reporting period, the present value of the benefits shall be determined. The
discount rate used to calculate the present value shall be determined by reference to market yields on high quality
corporate bonds at the end of the reporting period.
CURRENT AND NON CURRENT CLASSIFICATION

The Company presents assets and liabilities in statement of financial position based on current or non-current
classification.
An asset is current when it is:
Expected to be realised or intended to be sold or consumed in the normal operating cycle; or
Held primarily for the purpose of trading; or
Expected to be realised within twelve months after the reporting period; or
Cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelve
months after the reporting period
The Group classifies all other assets that do not meet the definition above are classified as non-current.
A liability is current when:
It is expected to be settled in the normal operating cycle or;
It is held primarily for the purpose of trading or;
It is due to be settled within twelve months after the reporting period or;
There is no unconditional right to defer the settlement of the liability for at least twelve months after the reporting
period
The Company classifies all other liabilities that do not meet the definition above as non-current. Deferred tax assets
and liabilities are classified as non- current assets and liabilities respectively.
63
FAIR VALUE MEASUREMENT

The Company measures financial instruments such as available for sale financial assets and financial assets at fair
value through profit or loss and non-financial assets such as investment properties, at fair value at each balance
sheet date. Fair value related disclosures for financial instruments and non-financial assets that are measured at fair
value.
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction
between market participants at the measurement date. The fair value measurement is based on the presumption
that the transaction to sell the asset or transfer the liability takes place either:
In the principal market for the asset or liability or;
In the absence of a principal market, in the most advantageous market for the asset or liability
The principal or the most advantageous market must be accessible by the Company. The fair value of an asset or a
liability is measured using the assumptions that market participants would use when pricing the asset or liability,
assuming that market participants act in their economic best interest.
A fair value measurement of a non-financial asset takes into account a market participants ability to generate
economic benefits by using the asset in its highest and best use or by selling it to another market participant that
would use the asset in its highest and best use.
The Company uses valuation techniques that are appropriate in the circumstances and for which sucient data
are available to measure fair value, maximising the use of relevant observable inputs and minimising the use of
unobservable inputs.
All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorised
within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair
value measurement as a whole:
Level 1 Quoted (unadjusted) market prices in active markets for identical assets or liabilities.
Level 2 Valuation techniques for which the lowest level input that is significant to the fair value measurement is
directly or indirectly observable.
Level 3 Valuation techniques for which the lowest level input that is significant to the fair value measurement is
unobservable.
For assets and liabilities that are recognised in the financial statements on a recurring basis, the Company
determines whether transfers have occurred between levels in the hierarchy by reassessing categorisation (based
on the lowest level input that is significant to the fair value measurement as a whole) at the end of each reporting
period.
The Board of Directors through management determines the policies and procedures for both recurring fair value
measurement, such as investment properties, and for non-recurring measurement, such as assets held for sale,
where applicable.
External values are involved for valuation of significant assets, such as investment properties. Involvement of
external values is decided upon annually by the Board of Directors. Selection criteria includes market knowledge,
reputation, independence and whether professional standards are maintained.
At each reporting date, management analyses the movements in the values of assets and liabilities which are
required to be re-measured or reassessed as per the Companys accounting policies. For this analysis, management
verifies the major inputs applied in the latest valuation by agreeing the information in the valuation computation
to contracts and other relevant documents.
For the purpose of fair value disclosures, the Company has determined classes of assets and liabilities on the basis
of the nature, characteristics and risks of the asset or liability and the level of the fair value hierarchy as explained
above.
CASH DIVIDEND AND NON-CASH DISTRIBUTION TO EQUITY HOLDERS OF THE PARENT

The Company recognises a liability to make cash or non-cash distributions to equity holders of the parent when the
distribution is authorised and the distribution is no longer at the discretion of the Company. As per the corporate
laws in Zimbabwe, a distribution is authorised when it is approved by the shareholders. A corresponding amount
is recognised directly in equity.
64
CASH DIVIDEND AND NON-CASH DISTRIBUTION TO EQUITY HOLDERS OF THE PARENT (CONTINUED)
Non-cash distributions are measured at the fair value of the assets to be distributed with fair value re- measurement
recognised directly in equity. Upon distribution of non-cash assets, any dierence between the carrying amount
of the liability and the carrying amount of the assets distributed is recognised in the statement of comprehensive
income.
FINANCIAL INSTRUMENTS INITIAL RECOGNITION AND SUBSEQUENT MEASUREMENT

A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or
equity instrument of another entity. Financial assets and financial liabilities are recognised when a Group entity
becomes party to the contractual provisions of the instrument.
U.1
Financial assets
Initial recognition and measurement
Financial assets are classified, at initial recognition, as financial assets at fair value through profit or loss, loans
and receivables, held-to-maturity investments, available for sale financial assets, or as derivatives designated as
hedging instruments in an eective hedge, as appropriate. The classification depends on the nature and purpose
of the financial assets and is determined at the time of initial recognition. All financial assets are recognised initially
at fair value plus, in the case of financial assets not recorded at fair value through profit or loss, transaction costs
that are attributable to the acquisition of the financial asset.
Purchases or sales of financial assets that require delivery of assets within a time frame established by regulation or
convention in the market place (regular way trades) are recognised on the trade date, i.e., the date that the Group
commits to purchase or sell the asset.
Subsequent measurement
For purposes of subsequent measurement financial assets are classified in four categories:
Financial assets at fair value through profit or loss;
Loans and receivables;
Held-to-maturity investments; and
Available for sale financial assets
U.1.1
Financial assets at fair value through profit or loss

Financial assets at fair value through profit or loss include financial assets held for trading and financial assets
designated upon initial recognition at fair value through profit or loss. Financial assets are classified as held for
trading if they are acquired for the purpose of selling or repurchasing in the near term. Financial assets at fair value
through profit or loss are carried in the statement of financial position at fair value with net changes in fair value
presented in the statement of comprehensive income.
U.1.2 Loans and receivables

Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted
in an active market. After initial measurement, such financial assets are subsequently measured at amortised cost
using the Eective Interest Rate (EIR) method, less any impairment. Interest income is recognised by applying the
eective interest rate, except for short- term receivables when the eect of discounting is immaterial. Amortised
cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an
integral part of the EIR. The EIR amortisation is included in finance income in the statement of comprehensive
income. The losses arising from impairment are recognised in profit or loss.
U.1.3
Held-to-maturity investments
Non-derivative financial assets with fixed or determinable payments and fixed maturities are classified as held
to maturity when the Company has the positive intention and ability to hold them to maturity. After initial
measurement, held to maturity investments are measured at amortised cost using the EIR, less impairment.
Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that
are an integral part of the EIR. The EIR amortisation is included as finance income in the statement of comprehensive
income. The losses arising from impairment are recognised in the statement of comprehensive income.
65
FINANCIAL INSTRUMENTS INITIAL RECOGNITION AND SUBSEQUENT MEASUREMENT (CONTINUED)
U.1.4
Available for Sale financial assets

Available for Sale (AFS) financial assets include equity investments and debt securities. Equity investments
classified as AFS are those that are neither classified as held for trading nor designated at fair value through profit
or loss.
Debt securities in this category are those that are intended to be held for an indefinite period of time and that
may be sold in response to needs for liquidity or in response to changes in market conditions.
After initial measurement, AFS financial assets are subsequently measured at fair value with unrealised gains or
losses recognised in OCI and credited in the AFS reserve until the investment is derecognised, at which time the
cumulative gain or loss is recognised in other operating income. If the investment is determined to be impaired,
the cumulative loss is reclassified from the AFS reserve to profit or loss.
Interest earned whilst holding AFS financial assets is reported as interest income using the EIR method.
The Company evaluates whether the ability and intention to sell its AFS financial assets in the near term is still
appropriate. When, in rare circumstances, the Company is unable to trade these financial assets due to inactive
markets, the Company may elect to reclassify these financial assets if management has the ability and intention to
hold the assets for foreseeable future or until maturity.
For a financial asset reclassified from the AFS category, the fair value carrying amount at the date of reclassification
becomes its new amortised cost and any previous gain or loss on the asset that has been recognised in equity
is amortised to profit or loss over the remaining life of the investment using the EIR. Any dierence between the
new amortised cost and the maturity amount is also amortised over the remaining life of the asset using the EIR.
If the asset is subsequently determined to be impaired, then the amount recorded in equity is reclassified to the
statement of comprehensive income.
Derecognition
A financial asset (or, where applicable, a part of a financial asset or part of a group of similar financial assets) is
primarily derecognised (i.e., removed from the Groups consolidated statement of financial position) when:
The rights to receive cash flows from the asset have expired or;
The Group has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the received cash
flows in full without material delay to a third party under a pass-through arrangement and either (a) the Group has transferred
substantially all the risks and rewards of the asset, or (b) the Group has neither transferred nor retained substantially all the risks
and rewards of the asset, but has transferred control of the asset.
When the Company has transferred its rights to receive cash flows from an asset or has entered into a pass-through
arrangement, it evaluates if and to what extent it has retained the risks and rewards of ownership. When it has
neither transferred nor retained substantially all of the risks and rewards of the asset, nor transferred control of
the asset, the Company continues to recognise the transferred asset to the extent of the Companys continuing
involvement. In that case, the Company also recognises an associated liability. The transferred asset and the
associated liability are measured on a basis that reflects the rights and obligations that the Company has retained.
Continuing involvement that takes the form of a guarantee over the transferred asset is measured at the lower of
the original carrying amount of the asset and the maximum amount of consideration that the Company could be
required to repay.
U.1.5
66
Impairment of financial assets

The Company assesses, at each reporting date, whether there is objective evidence that a financial asset or a
group of financial assets is impaired. An impairment exists if one or more events that has occurred since the initial
recognition of the asset (an incurred loss event), has an impact on the estimated future cash flows of the financial
asset or the group of financial assets that can be reliably estimated. Evidence of impairment may include indications
that the debtors or a group of debtors is experiencing significant financial diculty, default or delinquency in
interest or principal payments, the probability that they will enter bankruptcy or other financial reorganisation and
observable data indicating that there is a measurable decrease in the estimated future cash flows, such as changes
in arrears or economic conditions that correlate with defaults.
U.1.5.1 Financial assets carried at amortised cost

For financial assets carried at amortised cost, the Company first assesses whether impairment exists individually
for financial assets that are individually significant, or collectively for financial assets that are not individually
significant. If the Company determines that no objective evidence of impairment exists for an individually assessed
financial asset, whether significant or not, it includes the asset in a group of financial assets with similar credit risk
characteristics and collectively assesses them for impairment. Assets that are individually assessed for impairment
and for which an impairment loss is, or continues to be, recognised are not included in the collective assessment
of impairment.
The amount of any impairment loss identified is measured as the dierence between the assets carrying amount
and the present value of estimated future cash flows (excluding future expected credit losses that have not yet
been incurred). The present value of the estimated future cash flows is discounted at the financial assets original
eective interest rate.
The carrying amount of the asset is reduced through the use of an allowance account and the loss is recognised
in the statement of comprehensive income. Interest income (recorded as finance income in the statement of
comprehensive income) continues to be accrued on the reduced carrying amount and is accrued using the rate of
interest used to discount the future cash flows for the purpose of measuring the impairment loss. Loans together
with the associated allowance are written o when there is no realistic prospect of future recovery and all collateral
has been realised or has been transferred to the Company. If, in a subsequent year, the amount of the estimated
impairment loss increases or decreases because of an event occurring after the impairment was recognised, the
previously recognised impairment loss is increased or reduced by adjusting the allowance account. If a write-o is
later recovered, the recovery is credited to finance costs in the statement of comprehensive income.
U.1.5.2 AFS financial assets
For AFS financial assets, the Company assesses at each reporting date whether there is objective evidence that an
investment or a group of investments is impaired.
In the case of equity investments classified as AFS, objective evidence would include a significant or prolonged
decline in the fair value of the investment below its cost. The determination of what is significant or prolonged
requires judgment. Significant is evaluated against the original cost of the investment and Prolonged against the
period in which the fair value has been below its original cost. When there is evidence of impairment, the cumulative
loss measured as the dierence between the acquisition cost and the current fair value, less any impairment loss
on that investment previously recognised in the statement of comprehensive income is removed from OCI and
recognised in the statement of comprehensive income. Impairment losses on equity investments are not reversed
through profit or loss; increases in their fair value after impairment are recognised in OCI.
In the case of debt instruments classified as AFS, the impairment is assessed based on the same criteria as financial
assets carried at amortised cost. However, the amount recorded for impairment is the cumulative loss measured as
the dierence between the amortised cost and the current fair value, less any impairment loss on that investment
previously recognised in the statement of comprehensive income.
Future interest income continues to be accrued based on the reduced carrying amount of the asset, using the rate
of interest used to discount the future cash flows for the purpose of measuring the impairment loss. The interest
income is recorded as part of finance income.
If, in a subsequent year, the fair value of a debt instrument increases and the increase can be objectively related
to an event occurring after the impairment loss was recognised in the statement of comprehensive income, the
impairment loss is reversed through the statement of comprehensive income.
67
U.2
FINANCIAL LIABILITIES
Initial recognition and measurement
Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit or loss,
loans and borrowings, payables, or as derivatives designated as hedging instruments in an eective hedge, as
appropriate.
All financial liabilities are recognised initially at fair value and, in the case of loans and borrowings and payables, net
of directly attributable transaction costs. The Companys financial liabilities include trade and other payables, loans
and borrowings including bank overdrafts, financial guarantee contracts and derivative financial instruments.
Subsequent measurement
The measurement of financial liabilities depends on their classification, as described below:
U.2.1
L o a n s and borrowings
This is the category most relevant to the Company. After initial recognition, interest-bearing loans and borrowings
are subsequently measured at amortised cost using the EIR method. Gains and losses are recognised in profit or
loss when the liabilities are derecognised as well as through the EIR amortisation process.
Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that
are an integral part of the EIR. The EIR amortisation is included as finance costs in the statement of comprehensive
income.
This category generally applies to interest-bearing loans and borrowings. For more information refer Note 30.
U.2.2
Financial guarantee contracts

Financial guarantee contracts issued by the Company are those contracts that require a payment to be made
to reimburse the holder for a loss it incurs because the specified debtor fails to make a payment when due
in accordance with the terms of a debt instrument. Financial guarantee contracts are recognised initially as a
liability at fair value, adjusted for transaction costs that are directly attributable to the issuance of the guarantee.
Subsequently, the liability is measured at the higher of the best estimate of the expenditure required to settle the
present obligation at the reporting date and the amount recognised less cumulative amortisation.
Derecognition
A financial liability is derecognised when the obligation under the liability is discharged, cancelled or expires.
When an existing financial liability is replaced by another from the same lender on substantially dierent terms, or
the terms of an existing liability are substantially modified, such an exchange or modification is treated as the DE
recognition of the original liability and the recognition of a new liability. The dierence in the respective carrying
amounts is recognised in the statement of comprehensive income.
U.3
OFFSETTING OF FINANCIAL INSTRUMENTS

Financial assets and financial liabilities are oset and the net amount is reported in the consolidated statement
of financial position if there is a currently enforceable legal right to oset the recognised amounts and there is an
intention to settle on a net basis or to realise the assets and settle the liabilities simultaneously.
68
CASH AND SHORT-TERM DEPOSITS

Cash and short-term deposits in the statement of financial position comprise cash at banks and on hand and shortterm deposits with a maturity of three months or less, which are subject to an insignificant risk of changes in value.
For the purpose of the consolidated statement of cash flows, cash and cash equivalents consist of cash and shortterm deposits, as defined above.
TREASURY SHARES
Own equity instruments that are reacquired (treasury shares) are recognised at cost and deducted from equity.
No gain or loss is recognised in profit or loss on the purchase, sale, issue or cancellation of the Companys own
equity instruments. Any dierence between the carrying amount and the consideration, if reissued, is recognised
in share premium.
X.
PROVISIONS
General
Provisions are recognised when the Company has a present obligation (legal or constructive) as a result of a past
event, it is probable that an outflow of resources embodying economic benefits will be required to settle the
obligation and a reliable estimate can be made of the amount of the obligation. When the Company expects some
or all of a provision to be reimbursed, for example, under an insurance contract, the reimbursement is recognised
as a separate asset, but only when the reimbursement is virtually certain. The expense relating to a provision is
presented in the statement of comprehensive income net of any reimbursement.
If the eect of the time value of money is material, provisions are discounted using a current pre-tax rate that
reflects, when appropriate, the risks specific to the liability. When discounting is used, the increase in the provision
due to the passage of time is recognised as a finance cost.
FIDUCIARY ASSETS
To the extent that the Company provides trust and other fiduciary services that result in the holding or investing
of assets on behalf of its clients, the assets held in a fiduciary capacity are not reported in the financial statements,
as they are not the assets of the Company.
OPERATING SEGMENT INFORMATION

The Company identifies segments as components of the Company that engage in business activities from which
revenues are earned and expenses incurred (including revenues and expenses relating to transactions with other
components of the same entity), whose operating results are regularly reviewed by the entitys chief operating
decision maker to make decisions about resources to be allocated to the segment and assess its performance, and
for which discrete financial information is available.
The chief operating decision-maker has been identified as the Group Chief Executive Ocer.
Measurement of segment information
The accounting policies of the reportable segments are the same as the Companys accounting policies. Segment
information has been reconciled to the consolidated annual financial statements to take account of inter- segment
transactions and transactions and balances that are not allocated to reporting segments.
69
AA
SHARE-BASED PAYMENTS
Employees of the Company were oered termination benefits in the form of share-based payments, whereby
employees rendered the services as consideration for equity instruments (equity-settled transactions).
Equity-settled transactions
The cost of equity-settled transactions is determined byte fair value at the date when the grant is made using an
appropriate valuation model, further details of which are given in Note 24. That cost is recognised in employee
benefits expense (Note 4), together with a corresponding increase in equity (other capital reserves), over the
period in which the service and, where applicable, the performance conditions are fulfilled (the vesting period).
The cumulative expense recognised for equity-settled transactions at each reporting date until the vesting date
reflects the extent to which the vesting period has expired and the Companys best estimate of the number of
equity instruments that will ultimately vest. The expense or credit in the statement of comprehensive income for
a period represents the movement in cumulative expense recognised as at the beginning and end of that period.
Service and non-market performance conditions are not taken into account when determining the grant date fair
value of awards, but the likelihood of the conditions being met is assessed as part of the Companys best estimate
of the number of equity instruments that will ultimately vest. Market performance conditions are reflected within
the grant date fair value. Any other conditions attached to an award, but without an associated service requirement,
are considered to be non-vesting conditions. Non-vesting conditions are reflected in the fair value of an award and
lead to an immediate expensing of an award unless there are also service and/or performance conditions.
No expense is recognised for awards that do not ultimately vest because non-market performance and/or service
conditions have not been met. Where awards include a market or non-vesting condition, the transactions are
treated as vested irrespective of whether the market or non-vesting condition is satisfied, provided that all other
performance and/or service conditions are satisfied.
When the terms of an equity-settled award are modified, the minimum expense recognised is the grant date fair
value of the unmodified award, provided the original terms of the award are met. An additional expense, measured
as at the date of modification, is recognised for any modification that increases the total fair value of the sharebased payment transaction, or is otherwise beneficial to the employee.
Where an award is cancelled by the entity or by the counterparty, any remaining element of the fair value of the
award is expensed immediately through profit or loss.
The dilutive eect of outstanding options is reflected as additional share dilution in the computation of diluted
earnings per share (further details are given in Note 10.
AB
SIGNIFICANT ACCOUNTING JUDGEMENTS; ESTIMATES AND ASSUMPTIONS

The preparation of the Companys consolidated financial statements requires management to make judgments,
estimates and assumptions that aect the reported amounts of revenues, expenses, assets and liabilities, and the
accompanying disclosures, and the disclosure of contingent liabilities. Uncertainty about these assumptions and
estimates could result in outcomes that require a material adjustment to the carrying amount of assets or liabilities
aected in future periods.
Judgments
In the process of applying the Companys accounting policies, management has made the following judgments,
which have the most significant eect on the amounts recognised in the consolidated financial statements:
Capitalisation of borrowing costs
When capitalising borrowing costs that are directly attributable to the acquisition, construction or production of a
qualifying asset, the matter of determining whether an asset takes a substantial period of time to get ready for its
intended use, normally one year, is deemed to be a significant area of judgment.
In particular, as there are multiple financing sources for both general and specific use, allocation of borrowing costs
demands significant judgment.
70
Estimates and assumptions

The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date,
that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within
the next financial year, are described below. The Company based its assumptions and estimates on parameters
available when the consolidated financial statements were prepared. Existing circumstances and assumptions
about future developments, however, may change due to market changes or circumstances arising that are
beyond the control of the Company. Such changes are reflected in the assumptions when they occur.
AB. 1
Property, plant and equipment - IAS 16

Property, plant and equipment represent a significant proportion of the asset base of the Company, therefore,
the estimates and assumptions made to determine their carrying value and related depreciation are critical to the
Companys financial position and performance.
Residual values of property, plant and equipment
During the year management assessed the residual values of property, plant and equipment. Residual values
of each asset category have been assessed by considering the fair value of the assets after taking into account
age, usage and obsolescence. These residual values are reassessed each year and adjustments are made where
appropriate. The valuation methods adopted in this process involves significant judgment and estimation.
Useful lives of property, plant and equipment
A review of the estimated remaining lives of all network equipment was performed using the engineering expertise
within the business with reference to published industry benchmarks.
This review considered the following factors, at a minimum; the age of the equipment, technological advancements,
current use of the equipment, and planned network upgrade programmers. The determination of the remaining
estimated useful lives of the network equipment is deemed to be a significant area of judgment due to its highly
specialised nature. Refer to Note Me for the useful lives of property, plant and equipment.
Network modernisation
The network cellar segment embarked on a network modernisation project during the year. The transaction
involved the swap out of old equipment for new equipment.
Significant judgments are made by directors in determining the extent to which the exchange transactions impact
the future cash flows of the business, and thus if the transaction has commercial substance and the consequential
accounting treatment.
In determining if the transaction has commercial substance directors assesses if:
a)
The configuration (risk, timing and amount) of cash flows of the assets received diers from the
configuration of the cash flows of the assets transferred;
b)
The entity-specific value of the portion of the entitys operations aected by the transaction changes as
a result of the exchange; and
c)
The dierence in (a) or (b) is significant relative to the fair value of the assets exchanged.
The Directors therefore concluded that the swap had commercial substance, and thus the equipment acquired
was recognised at fair value.
The fair value of the new equipment was ascertained as the cash consideration that would have been exchanged
in an arms length and orderly transaction between willing market participants, had the new equipment been
acquired for a cash consideration only.
AB.2
Intangible assets - IAS 38

Intangible assets include licenses and development costs. These assets arise from both separate purchases and
from acquisition as part of business combinations. On the acquisition of mobile network operators, the identifiable
intangible assets may include licenses, customer bases and brands.
71
AB
SIGNIFICANT ACCOUNTING JUDGEMENTS; ESTIMATES AND ASSUMPTIONS (CONTINUED)
AB.2
Intangible assets - IAS 38 (continued)

The fair value of these assets is determined by discounting estimated future net cash flows generated by the asset,
where no active market for the assets exists. The use of dierent assumptions for the expectations of future cash
flows and the discount rate would change the valuation of the intangible assets.
Estimation of useful life
The useful life used to amortise intangible assets relates to the future performance of the assets acquired and
managements judgment of the period over which economic benefit will be derived from the asset.
The basis for determining the useful life for the most significant categories of intangible assets is as follows:
AB.2.1
Licenses
The estimated useful life is, generally, the term of the license, unless there is a presumption of renewal at negligible
cost. Using the license term reflects the period over which the Company will receive economic benefit. For
technology specific licenses with a presumption of renewal at negligible cost, the estimated useful economic
life reflects the Companys expectation of the period over which the Company will continue to receive economic
benefit from the license. The economic lives are periodically reviewed, taking into consideration such factors as
changes in technology. Historically, any changes to economic lives have not been material following these reviews.
AB.2.2
Capitalised software
The useful life is determined by management at the time the software is acquired and brought into use and is
regularly reviewed for appropriateness. For computer software licenses, the useful life represents managements
view of the period over which the Company will receive benefits from the software, but not exceeding the license
term.
For unique software products controlled by the Company, the useful life is based on historical experience with
similar products as well as anticipation of future events, which may impact their life, such as changes in technology.
Historically, changes in useful lives have not resulted in material changes to the Companys amortisation charge.
AB.3
Impairment reviews - IAS 36

Impairment exists when the carrying value of an asset or cash generating unit exceeds its recoverable amount,
which is the higher of its fair value less costs of disposal and its value in use. The fair value less costs of disposal
calculation is based on available data from binding sales transactions, conducted at arms length, for similar assets
or observable market prices less incremental costs for disposing of the asset. The value in use calculation is based
on a Discounted Cashflow (DCF) model. The cash flows are derived from the budget for the next five years and do
not include restructuring activities that the Company is not yet committed to or significant future investments that
will enhance the assets performance or the Cash Generating Unit (CGU) being tested. The recoverable amount
is sensitive to the discount rate used for the DCF model as well as the expected future cash-inflows and the
growth rate used for extrapolation purposes. These estimates are most relevant to the goodwill recognised by the
Company. The key assumptions used to determine the recoverable amount for the dierent CGUs are disclosed
and further explained in Note 43.
AB.4
Provisions
Provision for impairment of accounts receivable
The provision for impairment is based on an estimate of the recoverability of accounts receivable and subject to
estimation.
Provision for long service awards
In accordance with IAS 37 - Provisions, Contingent Liabilities and Contingent Assets, a constructive obligation
exists within the Company for the payment of long service awards. This obligation is derived from the past practice
of paying out awards and has thus created a constructive obligation.
IAS 19 - Employee Benefits, outlines the accounting treatment of long service awards payable to qualifying
employees. The standard provides guidance on the determination of provisions such as the long service awards.
72
The provision is determined by discounting to net present value the future cash flows for long service awards. In
computing the obligation, the Company management have made the following assumptions:
Sta retention period 15 years (This represents the expected period employees are likely to stay employed by the Company.
It takes into consideration past behaviours and external market research on behaviours patterns of certain age groups and
their employment trends); and
Discount rate 10% based on the computed weighted average cost of capital.
AB.5
Syndicated loans
Certain cash flows used in the calculation of amortised cost of the syndicated loans are based on forecast future
interest rates (LIBOR) which are subject to estimation. The interest is based on various interest arrangements on
facilities with various lenders.
AB.6
Deferred revenue
Revenue for cellular network services is recognised when the airtime is utilised by the customer. The unused air
time as at 29 February 2016 has been deferred from revenue until the airtime has been used by the customers. The
deferred revenue portion is determined by both information technology related checks and arithmetical formulae
to identify the portion of revenue to be deferred.
AB.7
Investment property - determination of fair value

Where the fair values of investment property cannot be derived from an active market, they are determined using
a variety of valuation techniques. Determining the valuation technique to use and the inputs requires significant
judgment.
AB.8
Impairment losses on loans and advances to bank customers

The Company reviews its individually significant loans and Advances to bank customers at each statement of
financial position date to assess whether an impairment loss should be recorded in the statement of comprehensive
income. In particular, managements judgment is required in the estimation of the amount and timing of future
cash flows when determining the impairment loss. These estimates are based on assumptions about a number of
factors and actual results may dier, resulting in future changes to the allowance.
AB 8.1 Impairment provision

a.
Specific and portfolio provisions

Loans and advances that have been assessed individually and found not to be impaired and all individually
insignificant loans and advances are then assessed collectively, in groups of assets with similar risk characteristics,
to determine whether provision should be made due to incurred loss events for which there is objective evidence,
but the eects of which are not yet evident. The collective assessment takes account of data from the loan
portfolio (such as levels of arrears, credit utilisation, loan-to-collateral ratios, etc.), and judgments on the eect of
concentrations of risks and economic data.
b.
Regulatory provision
The Reserve Bank of Zimbabwe requires the Bank to provide provisions for impairments on loans. Where the
regulatory provision is higher than the IAS 39, Financial Instruments: Recognition and Measurement the excess is
recognised as an appropriation of reserves.
c.
Past due but not impaired loans

Loans and advances where contractual interest or principal payments are past due but the Group believes that
impairment is not appropriate on the basis of the level of security/collateral available and/or the stage of collection
of amounts owed to the Company.
73
AB
SIGNIFICANT ACCOUNTING JUDGEMENTS; ESTIMATES AND ASSUMPTIONS (CONTINUED)
AB.9
Taxation
Deferred tax assets are recognised for unused tax losses to the extent that it is probable that taxable profit will be
available against which the losses can be utilised. Significant management judgment is required to determine the
amount of deferred tax assets that can be recognised, based upon the likely timing and the level of future taxable
profits together with future tax planning strategies.
These losses relate to subsidiaries that have a history of losses, and may not be used to oset taxable income
elsewhere in the Group.
AB.10 Share-based payments

Estimating fair value for share-based payment transactions requires determination of the most appropriate valuation
model, which depends on the terms and conditions of the grant. This estimate also requires determination of the
most appropriate inputs to the valuation model including the expected life of the share option or appreciation
right, volatility and dividend yield and making assumptions about them. The Company initially measures the cost
of cash-settled transactions with employees using a binomial model to determine the fair value of the liability
incurred. For cash-settled share-based payment transactions, the liability needs to be premeasured at the end of
each reporting period up to the date of settlement, with any changes in fair value recognised in the profit or loss.
This requires a reassessment of the estimates used at the end of each reporting period. For the measurement of
the fair value of equity-settled transactions with employees at the grant date, the Company uses the market price
of the share at the grant date or the fair value of the services rendered as determined by the employment benefits
contract.
74
PART XV: DIRECTORS RESPONSIBILITY STATEMENT

The Directors whose names are given below, collectively and individually accept full responsibility for the accuracy of the information given,
and certify that to the best of their knowledge and belief there are no other facts the omission of which would make any statement false or
misleading, and that they made all reasonable inquiries to ascertain such facts.
The Directors also confirm that this Circular includes all such information within their knowledge (or which it would be reasonable for them
to obtain by making enquiries) that investors and their professional advisors would require and reasonably expect to find for the purposes of
making an informed assessment of the assets and liabilities, financial position, profits and losses and prospects of Econet Wireless Zimbabwe
Limited and of the rights attaching to the securities to which the Circular relates.
Name of Director
Signature
Dr James Myers
Mr Strive Masiyiwa
Mr Craig Fitzgerald
Mr Douglas Mboweni
Mr Roy Chimanikire
Mrs Tracy Mpofu
Mr Krison Chirairo
Ms Beatrice Mtetwa
Mrs Sherree Shereni
Mr Godfrey Gomwe
Mr Martin Edge
75
ANNEXURE A: NOTICE OF EXTRAORDINARY GENERAL MEETING

2 Old Mutare Road
Harare,
Zimbabwe
In terms of the Companys Memorandum and Articles of Association, notice is hereby given that an Extraordinary General Meeting of
shareholders of Econet Wireless Zimbabwe Limited will be held at 10:00am on the 3rd of February 2017 at 2 Old Mutare Road, Msasa, Harare
to consider, and, if deemed fit, to pass, with or without modification, the following ordinary resolution.
As an Ordinary Resolution:
1.
That, the Directors of the Company be and hereby authorised to issue 1,082,088,944 ordinary shares plus
263,050,614 Class A shares at a subscription price of US 5 Cents each on the basis of circa 82 ordinary shares for
every 100 shares already held to such shareholders or their renouncees as may subscribe for them, or to the
underwriter as the case maybe.
2.
That, the Directors be and hereby authorised to issue and allot 1,345,139,558 Debentures out of the stock of
the Company at an issue price of 4.665 US Cents with a coupon of 5% per annum payable on redemption at the
redemption date that is six (6) years from the date of issue at the redemption value of 6.252 US Cents inclusive of
interest.
3.
That, each Debenture shall be linked to each Rights Oer share at the time of subscription but should be
automatically delinked upon issuing and allotment to enable the Debentures and shares to be tradeable
independent of each other.
4.
That, the Debenture shall be freely tradeable provided that the transfer of the Debenture from one holder to a
subsequent holder shall require the approval of the Debenture Trustee appointed by the Company.
5.
That, the Directors of the Company be and hereby authorised to issue renounceable letters of Allocation which
shall be tradeable as nil paid Rights with respect to the Rights Oer Shares to be listed on the Zimbabwe Stock
Exchange.
6.
That the Directors be and hereby authorised to use the entire Rights Oer and Debenture oer proceeds to pay
o the foreign debt set out in the Circular dated 17 January 2017.
By Order of the Board

C.A. Banda
Group Company Secretary
Date: 17 January 2017
76
ANNEXURE B: PROXY FORM EGM

2 Old Mutare Road
Harare, Zimbabwe
I/We of
being the registered holders of .... Ordinary shares in Econet Wireless Zimbabwe Limited hereby appoint:
..... or failing
him/her or failing him/her The Chairman of the Meeting, as my proxy to
act for me/us at the Extraordinary General Meeting of the Company which shall be held at 2 Old Mutare Road, Msasa, Harare 10:00am on
the 3rd of February 2017 and at any adjournment thereof, and vote for me/us on my/our behalf or to abstain from voting.
Do hereby record my votes for the resolutions to be submitted as follows:
Tick () or place an X: inside the BOX.

Please note that alterations made to your initial
response should be signed for.
In
Favour
Not in favour
Abstention
As an Ordinary Resolution 1:
That, the Directors of the Company be and hereby authorised to issue 1,082,088,944
ordinary shares plus 263,050,614 Class A shares at a subscription price of US 5 Cents
each on the basis of circa 82 ordinary shares for every 100 shares already held to such
shareholders or their renouncees as may subscribe for them, or to the underwriter
as the case maybe.
That, the Directors be and hereby authorised to issue and allot 1,345,139,558
Debentures out of the stock of the Company at an issue price of 4.665 US Cents
with a coupon of 5% per annum payable on redemption at the redemption date
that is six (6) years from the date of issue at the redemption value of 6.252 US Cents
inclusive of interest.
That, each Debenture shall be linked to each Rights Oer share at the time of
subscription but should be automatically delinked upon issuing and allotment to
enable the Debentures and shares to be tradeable independent of each other.
That, the Debenture shall be freely tradeable provided that the transfer of the
Debenture from one holder to a subsequent holder shall require the approval of the
Debenture Trustee appointed by the Company.
That, the Directors of the Company be and hereby authorised to issue renounceable
letters of Allocation which shall be tradeable as nil paid Rights with respect to the
Rights Oer Shares to be listed on the Zimbabwe Stock Exchange.
That the Directors be and hereby authorised to use the entire Rights Oer and
Debenture oer proceeds to pay o the foreign debt set out in the Circular dated
17 January 2017.
Signature of Shareholder
77
PLEASE NOTE
If the address on the envelope of this letter is incorrect, please fill in the correct details below and return to the Group Company Secretary.
Name ..
Address:
NOTES:
1)
Shareholders may insert the name of a proxy or the name of two alternative proxies of the shareholders choice in the space
provided, with or without deleting the Chairman of the Extraordinary General Meeting, but such deletion must be initialed by the
shareholder. The person whose name appears first on the form of proxy and whose name has not been deleted shall be entitled to
act as proxy to the exclusion of those whose names follow.
2)
The authority of the person signing a proxy or representing an institutional shareholder should be attached to the proxy form
in the form of a Board resolution confirming that the proxy has been appointed to represent the shareholder at the Companys
extraordinary General meeting.
3)
Forms of proxy must be lodged at or posted to be received at the registered oce of the Group Company Secretary, Econet Park,
2 Old Mutare Road, Msasa, Harare, Zimbabwe, not less than 48 hours before the time of the meeting.
4)
The completion and lodging of this form of proxy shall not preclude the relevant shareholder from attending the extraordinary
General meeting and speaking and voting in person thereat to the exclusion of any proxy appointed in terms therefor should the
shareholder wish to do so.
5)
The Chairman of the extraordinary General Meeting may accept a proxy form which is completed and /or received other than in
accordance with these instructions, provided that he is satisfied as to the manner in which a shareholder wishes to vote.
6)
Any alteration or correction to this form must be initialed by the signatory/signatories
78
ANNEXURE C: LETTER OF ALLOCATION

2 Old Mutare Road
Harare, Zimbabwe
RENOUNCEABLE LETTER OF ALLOCATION (LA)
An oer is hereby made to ordinary shareholders in ECONET WIRELESS ZIMBABWE LIMITED (Shareholders), who were registered as such as
at the close of business on Friday 17 February 2017, being the Record Date, and pro rata to their shareholdings 1,082,088,944 ordinary shares
plus 263,050,614 Class A shares at a subscription price of 5.00 US Cents each, and which shall be linked to a redeemable Debenture with a
face value of 6.252 US cents with a subscription price of 4.665 US Cents each.
This oer should be read in conjunction with the circular to Econet Wireless Zimbabwe Limited Shareholders detailing the terms and
conditions of the Rights Oer dated 17 January 2017 (Circular).
IF YOU HAVE RECENTLY SOLD ALL OR PART OF YOUR ECONET WIRELESS ZIMBABWE LIMITED SHARES, PLEASE SIGN SECTION B
OF THIS LA OVERLEAF AND DELIVER THIS DOCUMENT TO THE BROKER OR AGENT THROUGH WHOM YOU SOLD YOUR ECONET
WIRELESS ZIMBABWE LIMITED SHARES.
1.
General
The LA overleaf is a valuable document in that you can sell it via your stockbroker through the Zimbabwe Stock Exchange, even
though you have not paid any money for the Rights Oer Shares being oered to you.
2.
Allocation
In terms of the Circular, Econet Wireless Zimbabwe Limited has oered you the right to subscribe at US$0.05 per Rights Oer Share
for that number of Rights Oer Shares in Econet Wireless Zimbabwe Limited shown overleaf. The Rights Oer Shares you have been
allocated are based on the number of ordinary shares or class A shares registered in your name at the close of business on Friday
17 February 2017, in the ratio of circa 82 new shares for every 100 ordinary shares held in Econet Wireless Zimbabwe Limited.
3.
Courses of Action
3.1.
Subscribe for all the shares oered (ACCEPTANCE)

In this case you should return this document without endorsement to FIRST TRANSFER SECRETARIES (PRIVATE) LIMITED, Harare,
together with an authentic electronic transfer form or a bank certified deposit slip as proof of payment for the amount shown in
the relevant section overleaf. Kindly ensure that the LA Form number is quoted on the proof of payment.
3.2.
Sell your rights (RENUNCIATION)

In this case, you should renounce your right to accept the Rights Oer Shares oered to you and sell your rights, via a stockbroker.
This you can do by signing at the bottom of Section B of the form overleaf and by sending it to your stockbroker with your
instructions to sell the rights. Neither the Company nor its agents shall be obliged to investigate whether the LA has been properly
signed. If the rights are subsequently sold, and the person purchasing the rights wishes to subscribe for the Rights Oer Shares
shown overleaf, he, she or his or her agent must complete Section C of the form overleaf and the provisions of paragraph 3.1 shall
apply in the same way as it applies to the other sections.
3.3
Splitting your rights

In this case, you should accept a portion of the Rights Oer Shares and transfer your right to subscribe for the balance in favour of
a named or unnamed person, or simply take up a portion and not sell the other portion in which case the Shares will be taken up
by the underwriter.
4.
Timetable
Oer opens
Dealing in LAs commences
Last day for dealings in LAs
Wednesday 8 March 2017
Latest time for splitting LAs
Thursday 9 March 2017
Rights Oer closes
Friday 10 March 2017
79
5.
Signatures
All alterations on/to Sections B and C must be authenticated by a full signature of the Shareholder and joint renunciations must be
signed by all the Shareholders concerned.
6.
New share certificates

New share certificates will be posted from Monday 27 March 2017 to the appropriate address recorded overleaf, unless specific
instructions to the contrary are given in writing by the person(s) concerned.
7.
Discrepancy
If the payment you make is less than it should be, you will still be allotted that number of Rights Oer shares for which the payment
is sucient.
8.
Oshore/ Foreign Shareholders

Payments must be made through telegraphic transfer, cheque or bank draft, in favour of Econet Rights Issue drawn in the
currency of the United States dollars. Letters of Allocation accompanied by the proof of payment should be forwarded to FIRST
TRANSFER SECRETARIES (PRIVATE) LIMITED, 1 Armagh Avenue, Eastlea, or Box 11, Harare, soft copies can be emailed to info@fts-net.
com. LAs in favour of Shareholders whose registered addresses are outside Zimbabwe have been endorsed as required in terms
of the Exchange Control Regulations (1996). In the event of any queries, foreign Shareholders are requested to contact the Group
Company Secretary, Econet Wireless Zimbabwe Limited, on Tel: +263 772555144 or Email companysecretary@econet.co.zw
80

EW Circular To Shareholders 25 Jan 2017 WITH SIGNATURES FINAL PDF

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This Document is not and, does not purport to be a Prospectus or an oer to sell, or the solicitation of an oer to buy shares

in Zimbabwe or in any country other than

(Incorporated in Zimbabwe on 4 August 1998 under Company registration number 7548/98)

CIRCULAR TO SHAREHOLDERS OF ECONET WIRELESS ZIMBABWE LIMITED

This Circular Incorporates

NOTICE OF AN EXTRAORDINARY GENERAL MEETING

Econet Global Limited

DATE OF ISSUE: TUESDAY 17 JANUARY 2017

ECONET WIRELESS ZIMBABWE LIMITED - CIRCULAR TO SHAREHOLDERS OF THE COMPANY

The Group Company Secretary and Registered Oce

Dr James Myers (Non Executive Chairman)

Lead- Financial Advisors

TN Financial Services (Pvt) Limited

Co- Financial Advisors

MBCA Bank Limited

Independent Financial Advisor

Ernst & Young Associates (Private) Limited

Bethel Equities (Private) Limited

First Transfer Secretaries (Private) Limited

Reporting Accountants and Auditors

Deloitte & Touche

Mhishi Legal Practice

Exchange Control Advisor

Steward Bank Limited

African Export-Import Bank

Econet Global Limited

Econet Global Limited

CBZ Bank Headquarters

ECONET WIRELESS ZIMBABWE LIMITED - CIRCULAR TO SHAREHOLDERS OF THE COMPANY

ECONET WIRELESS ZIMBABWE LIMITED - CIRCULAR TO SHAREHOLDERS OF THE COMPANY

African ExportImport Bank, a multi-lateral financial institution headquartered in Egypt

The Articles of Association of Econet Wireless Zimbabwe Limited;

Board, Board of Directors or Directors

The Board of Directors of Econet Wireless Zimbabwe Limited;

A Company registered as a broking member (equities) by the ZSE;

Central securities depository, an electronic platform for dematerialised shares, operated

Chengetedzai Depository Company, a licensed entity to operate central securities

The Companies Act [Chapter 24:03] of Zimbabwe, as amended;

Debenture trust deed or the deed

Shares which have been dematerialised;

Econet Wireless or the Company

Econet Wireless Zimbabwe Limited is Zimbabwe's largest provider of telecommunications

Econet Wireless Debenture holders or

ECONET WIRELESS ZIMBABWE LIMITED - CIRCULAR TO SHAREHOLDERS OF THE COMPANY

Earnings Per Share;

Form of Proxy, or Proxy Form

Headline Earnings Per Share;

Last Practicable Date

Net Tangible Asset Value;

Rights Oer Shares

The approximately 1,345,139,558 Econet Wireless Zimbabwe Limited Shares (comprising

The oer of the Rights Oer Shares described in this circular;

Shareholder or Econet Wireless Zimbabwe

This circular, dated Tuesday 17 January 2017;

TN Financial Services (Private) Limited, a Company incorporated in Zimbabwe under

Transfer Secretaries or FTS)

The Republic of Zimbabwe;

Zimbabwe Stock Exchange;

ECONET WIRELESS ZIMBABWE LIMITED - CIRCULAR TO SHAREHOLDERS OF THE COMPANY

ACTION REQUIRED BY SHAREHOLDERS

If you have not dematerialised your shares

Voting and attendance at the EGM

If you have dematerialised your shares