Telekom Malawi : TNM plc Annual Report 2022

Notice of the 28th Annual General Meeting

Financial Statements for the year ended 31st December 2022

• Minutes of the 27th Annual General Meeting

NOTICE IS HEREBY GIVEN THAT THE 28TH ANNUAL GENERAL MEETING OF THE SHAREHOLDERS OF TELEKOM NETWORKS MALAWI PLC WILL BE HELD AT MOUNT SOCHE HOTEL ON MONDAY, 24th JULY 2023 AT 14:00HRS AT WHICH THE FOLLOWING BUSINESS SHALL BE TRANSACTED:

AS ORDINARY BUSINESS:

1. MINUTES
   To note and approve the minutes of the 27th Annual General Meeting held on Friday 1st July 2022.
2. FINANCIAL STATEMENTS
   To receive and consider for adoption the audited annual Financial Statements of the Company for the year ended 31st December 2022, together with the report of the Directors and the Auditors thereon.
3. DIVIDEND
   To declare a nil final dividend for the year ended 31st December 2022, upon the Directors' recommendation.
   No interim dividends were declared by the Directors in respect of the year ended 31st December 2022.
4. APPOINTMENT OF AUDITORS
   To re-appoint Deloitte, Chartered Accountants, as Auditors of the Company for the ensuing year and to authorize the Directors to determine their remuneration.
5. DIRECTORS'APPOINTMENT, RE-ELECTION AND RETIREMENT

5.1. To confirm the appointment of Mr. Tobias Jack (60) who was co-opted during the year to fill a casual vacancy.

Mr. Tobias Jack holds a Bachelor of Technology (B-Tech) in Electronics and Communications Engineering from Indian Institute of Technology (IIT)-BHU. He joins the board with over 30 years of wide experience in ICT industries having worked at senior level with various multinational companies including Tigo Tanzania, Ericsson South Africa and Vodafone in Zambia. As CTO/ COO, his primary role was implementing strategies that focused on business growth and

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profit turn around. His career in Telecoms has taken him to several countries including South Africa, Zambia, Zimbabwe and Tanzania working with dynamic teams in a global and multi- cultural environment.

1. To confirm the appointment of Dr. Ronald Mangani (55) who was co-opted during the year to fill a casual vacancy.
   Dr. Ronald Mangani studied economics, finance and investment at theUniversities of Malawi,
   York and Cape Town, and held visiting scholar positions at the International Monetary
   Fund Institute. Until his appointment as Chief Executive Officer of Press Corporation PLC, he was an associate professor of economics at the University of Malawi, Chairman of Board at
   Old Mutual Malawi Limited,and a director at First Capital Bank Malawi. He was also Secretary to the Treasury of the Government of Malawi between 2014 and 2017. He has also served as an independent director on the boards ofthe Reserve Bank of Malawi, the Malawi Stock Exchange, the Malawi Development Corporation, and the Malawi Institute of Management, among others. He also sat on the Monetary Policy Committee of the Reserve Bank of Malawi.
   He is a founding member of the Economics Association of Malawi, a network member of the African Economic Research Consortium of Kenya, and part of the global faculty of the Tanzania-based Trade Policy Training Centre in Africa. In addition to policy-focused research, he has undertaken numerous consultancies and technical advisory assignments for governments, the private sector, non-governmental organizations and international development agencies on the continent.
2. To re-elect Dr. Lyton Chithambo (44) who retires by rotation in terms of Article 21 of the Articles of Association, but being eligible has offered himself for re-election.
3. To re-elect Mr. Khumbo Phiri (43) who retires by rotation in terms of Article 21 of the Articles of Association, but being eligible has offered himself for re-election.

6. NON-EXECUTIVE DIRECTORS' REMUNERATION (Amounts in MK)

6.1 To maintain the remuneration of the Chairman and Non-Executive Directors with effect from

1st July 2023 as follows:

1. Annual Retainer Fee
   Chairman of Board of Directors: 10,164,000 (2022: 10,164,000) per annum
   Chairman of Board Committees: 8,954,000 (2022: 8,954,000) per annum
   Other Non-Executive Directors: 8,119,100 (2022: 8,119,100) per annum
2. Meeting Attendance Fee
   Chairman of the Board of Directors: 850,300 (2022: 850,300) per sitting
   Chairman of the Board Committees: 774,400 (2022: 774,400) per sitting
   Other Non-Executive Directors: 689,700 (2022: 689,700) per sitting

7. OTHER BUSINESS

7.1 To transact such other business as may be transacted at an Annual General Meeting of members of which prior notice should have been given to the Company Secretary not less than 21 days before the date of the Annual General Meeting.

Dated: 21st June 2023.

BY ORDER OF THE BOARD

CHRISTINA MWANSA COMPANY SECRETARY Registered Office.

Telekom Networks Malawi Plc, Fifth Floor, Livingstone Towers, Glyn Jones Road,

P.O Box 3039, Blantyre, Malawi.

A member entitled to attend and vote at the meeting is entitled to appoint a proxy (or more than one proxy) to attend, speak and vote in his/her stead. The proxy need not be a member of the company.

The instrument appointing a proxy and the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power of attorney or authority shall be deposited at the Company Secretary's office not later than forty-eight (48) hours before the time appointed for holding the meeting and in default the instrument of proxy shall not be treated as valid.

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TELEKOM NETWORKS MALAWI PLC

Consolidated and Company Financial Statements for the year ended

31 December 2022

TELEKOM NETWORKS MALAWI PLC

CONSOLIDATED AND COMPANY FINANCIAL STATEMENTS

For the year ended 31 December 2022

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TABLE OF CONTENTS	PAGE
Directors' report	1 - 3
Statement of directors' responsibilities	4
Independent auditor's report	5 - 8
Statements of comprehensive income	9
Statements of financial position	10
Statements of changes in equity	11
Statements of cash flows	12
Notes to the financial statements	13 - 59

TELEKOM NETWORKS MALAWI PLC

DIRECTORS' REPORT

For the year ended 31 December 2022

The Directors have pleasure in presenting their report and the audited consolidated and company financial statements of Telekom Networks Malawi plc and its subsidiary, TNM Mpamba Limited, "the group" for the year ended 31 December 2022.

NATURE OF BUSINESS

The company is engaged in providing telecommunication services in accordance with its licence issued by Malawi Communications Regulatory Authority (MACRA). The company has a wholly owned subsidiary, TNM Mpamba Limited, a company incorporated in Malawi and engaged in providing mobile money services.

REGISTERED OFFICE

Telekom Networks Malawi plc is a company incorporated in Malawi under the Malawi Companies Act, 2013. It was listed on the Malawi Stock Exchange on 3 November 2008.

The address of its registered office is, Fifth Floor, Livingstone Towers, Glyn Jones Road, P.O Box 3039, Blantyre, Malawi.

FINANCIAL PERFORMANCE

The results, state of affairs and cashflows of the group and company are set out in the accompanying consolidated and company statements of comprehensive income, the consolidated and company statements of financial position, the consolidated and company statements of changes in equity, the consolidated and company statements of cash flows and notes to the financial statements which include a summary of significant accounting policies.

SHAREHOLDING
The shareholding structure at year end was as follows:-	2022		2021
	%		%
Press Corporation plc	43.72		41.31
Old Mutual Life Assurance Company Malawi Limited #	23.65		23.65
Nico Life Insurance Company Limited #	5.63		5.63
Others	27.00		29.41
Total	100.00		100.00

• Public shareholder as defined by paragraph 2.32 of the Malawi Stock Exchange Listing Requirements.

DIRECTORATE AND COMPANY SECRETARY

Directors and Company Secretary who served during the year are listed below:

Mr. Ted Sauti Phiri*	- Chairman - Non-executive Director (From 30 March 2022)
Dr. George Partridge*	- Chairman - Non-executive Director (Up to 30 March 2022)
Mr. Dean Lungu****	- Non-executive Director (Up to 30 March 2022)
Mrs. Elizabeth Mafeni*	- Non-executive Director (Up to 30 March 2022)
Mr. Khumbo Phiri***	-	Non-executive Director
Dr. Isaac Nzyoka***	-	Non-executive Director
Mr. Lekani Katandula****	-	Non-executive Director
Mr. Willem Swart****	-	Non-executive Director
Dr. Lyton Chithambo *	-	Non-executive Director
Ms. Madalo Nyambose*	- Non-executive Director (From 30 March 2022)
Mrs. Christina Mwansa	-	Company Secretary

• Directors, nominees and/or Executives of Press Corporation plc.
• Executives of Old Mutual Group.
• Independent Director.

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