We consider the offer price of GH 0.75 per share to be a fair value of MTN Ghana and recommend that interested investors participate in the IPO.

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1 ANALYST OPINION We consider the offer price of GH 0.75 per share to be a fair value of MTN Ghana and recommend that interested investors participate in the IPO. Our valuation of the equity of MTN Ghana using a combination of the Discounted Cash Flow and multiples approach gave us a target price of GH 0.78 per share. Currently, bullish sentiments on the market which have resulted in high valuations of stocks has the potential of pushing MTN share prices above intrinsic value. We consider the offer price of GH 0.75 per share to be a fair value of MTN Ghana and recommend that interested investors participate in the IPO. MTN Ghana, the largest telecommunication service provider in Ghana with a market share of approximately 55% as at December 2017 is undertaking an IPO. The company intends to raise GH 3.48bn (4.64bn shares) which will make up 35% of the issued shares of MTN Ghana. The Telco over the last five years has recorded a compound annual growth rate (CAGR) of 8% and 15% in net operating income and net profit respectively. Over this period, topline has grown by 14% (CAGR) as the company s client base has increased by an average of 12% year-on-year over the period. Average Revenue Per User (ARPU) on the other hand, dipped marginally by 4% at the close of 2017 compared to ARPU five years earlier on the back of increased competition in the industry which led to a reduction in tariffs to retain market share. We however expect competition to heat up in the sector due to increase prospects for market players but MTN Ghana will be able to weather the storm given its dominant position in the market.

2 The company has seven main revenue lines namely; the airtime and subscription, interconnect and roaming, SMS, data, handset and accessories, mobile money and value added services. Data and mobile money is expected to drive revenues going forward due to increased internet use and an increasing reliance on mobile money to make payments. On the cost side, the company s OPEX has grown by 13% (CAGR), mainly due to 30% (CAGR) and 15% (CAGR) uptick in general and administrative expenses as well as depreciation expenses respectively. The company has added GH 2bn of CAPEX over the last five years in preparation for the expected upsurge in demand for business solution, data and mobile money. The company has limited the use of debt in its capital structure by limiting it to 14% of total invested capital, resulting in a debt-to-equity ratio averaging 17% over the past five years. Total borrowings by the company have seen a compound annual growth rate of 9% from 2013 to date. Earnings per share over the last five years has grown by 15% (CAGR) and the company has been able to maintain a dividend payout ratio of over 60%, with the exception of 2016 when it paid out only 20% due to heavy investment in capital expenditure. We are very optimistic the company will continue to maintain a payout ratio of 60% as stated in the prospectus. 1.1 MTN Ghana Limited (MTN) Offer Summary The Offer comprises 4,637,394,533 Offer Shares, representing 35% of MTN Ghana s issued shares after the Offer. Up to 2,489,698,667 of the Offer Shares will be new MTN Ghana Shares to be issued by MTN Ghana to the successful Qualifying Applicants. Up to 2,147,695,867 of the Offer Shares will be Existing Shares to be transferred from the Selling Shareholder to the successful Qualifying Applicants. Each Offer Share shall carry the right to vote and to participate in any future dividends to be declared and paid on the MTN Ghana Shares. Each Offer Share shall rank pari-passu with the Existing Shares, is freely transferable and is not subject to any restrictions on marketability or any pre-emptive rights on transfer.

3 1.2 Use of Funds The Offer is expected to raise GHS 3,478,045,900 through the sale of 4,637,394,533 ordinary shares. Expected Use of Funds Amount in GHS Payment to the Selling Shareholder for the Sale Shares 1,563,968,324 Payment of dividends to the Existing Shareholders 1,826,899,697 Transaction Costs 87,177,879 - Cost to be borne by selling shareholder 46,803,576 - Cost to be borne by MTN Ghana 40,374,303 Total Consideration 3,478,045, Details of the Offer The Offer consists of 4,637,394,533 shares and is being made to resident and nonresident individuals and companies who are eligible to participate under their applicable laws. A breakdown of the terms of the Offer is as follows:

4 Details of Pre-Offer & Post-Offer Shareholding if Fully Subscribed Pre-Offer Shareholding Number of Shares Percentage of Shares Investcom Consortium 10,496,380, % MTN Dubai Limited 10,760, % Zent International Limited 252,860, % Existing Shares (Pre-Offer) 10,760,000, % Offer Details Number of Shares Percentage of Shares Offer Shares (Total) 4,637,394, % Subscription Shares (Offer Shares by subscription) 2,489,698, % Sale Shares (Offer Shares by transfer from Selling Shareholder) 2,147,695, % Price per Share GHS 0.75 Expected Proceeds from the Offer GHS 3,478,045,900 Post-Offer Shareholding Number of Shares Percentage of Shares Investcom Consortium 8,348,684, % MTN Dubai Limited 10,760, % Zent International Limited 252,860, % Aggregate holders of Offer Shares 4,637,394, % Total Issued Shares (Post-Offer) 13,249,698, % 1.4 Applying for Shares The minimum subscription of each Qualifying Applicant under the Offer must be for a minimum of 10 Offer Shares amounting to GHS 7.50 and, thereafter, any additional Offer Shares subscribed for must be in multiples of 10 amounting to GHS 7.50, with no maximum on subscriptions.the latest time for receipt of Application Forms is 17:00 hrs. GMT on 31 st July, Oversubscription Should MTN Ghana receive applications for Offer Shares in excess of 4,637,394,533 ordinary shares or 35% of the issued shares of MTN Ghana, the Directors shall not issue additional ordinary shares of MTN Ghana to satisfy the extra demand. Any monies

5 received in respect of applications, and for which Offer Shares are not allotted, will be returned to the Qualifying Applicants within ten (10) days of the allotments. Refunds after this period will attract interest at the BoG policy rate until the refund is made unless the Company can prove that the default in the repayment was not due to any misconduct or negligence on its part. In the event of an oversubscription, the allotment of Offer Shares will be conducted at the discretion of the MTN Ghana Board and in the following order of priority: (a) First, satisfy all duly completed applications from Ghanaian Investors; and (b) Second, satisfy all duly completed applications from other Qualified Applicants who are not Ghanaian Investors. 1.5 Minimum amount to be raised The minimum aggregate amount to be raised for the Offer to be declared successful and implemented is GHS 347,804,590 (the Minimum Amount ). If MTN Ghana only raises the Minimum Amount under the Offer, then MTN Ghana shall utilise the amount raised as follows: Expected Use of Funds Amount in GHS Payment of dividends to the Existing Shareholders 293,912,559 Transaction cost 53,892,031 Total Consideration 347,804,590 In the event that the Minimum Amount is not obtained, then MTN Ghana shall in its sole and absolute discretion be entitled to regard the Offer as being null and void, in which event the transactions contemplated by this Prospectus will not be implemented and all monies paid for the Offer Shares and deposited into the Escrow Account will be returned (without interest) to the Receiving Agents immediately after the Offer Closure Date for onward distribution to the Qualifying Applicants. 1.6 Payment Payment must be made in full on application. Payment may be made by cash or cheque which should be presented at the offices of FirstBanC where the Application Form is lodged.

6 KEY MILESTONES AND TIMETABLE Activity Date Time Offer Commencement Date 29 May :30pm Offer Closure Date 31 July :00pm Application Review and Allotment Begins 01 August :00am Refund Commencement Date 08 August :00am End of Allotment 15 August :00pm SEC Approval of Offer Results 27 August :00pm Crediting of Offer Shares to Successful Qualifying Applicants 28 August September :00pm Commencement of Trading 05 September :00am Listing Date 05 September :00am Refund Final Date 06 September :00am