AMENDMENT No.

02 TO DISTRIBUTOR AGREEMENT

This Amendment No. 02 to the Distributor Agreement (hereinafter "Amendment No. 02") is made on this ______
day of January 2024 BETWEEN:

(1) SAFARICOM TELECOMMUNICATIONS ETHIOPIA PLC a limited liability company incorporated

in Ethiopia whose registered office is at Addis Ababa, Kirkos sub-city; Woreda 01, House No. New
(“Safaricom Ethiopia” which expression shall where the context so admits, include its successors and
assigns); and

(2) ________________________ a company incorporated under the laws of Ethiopia with its principal office
at _________, ______ Sub city, Woreda _____, House number ______ (the “Distributor” which
expression shall where the context so admit include its successors and permitted assigns).

Each referred to as a “Party” and collectively as “Parties.”

WHEREAS the Parties have signed a distributor agreement dated __________ (“Distributor Agreement”) for
distribution of Safaricom Ethiopia’s Products by the Distributor;

WHEREAS the Parties have signed an amendment to the Distributor Agreement or communication has been made
to the Distributor on governance issues related with SIM boxing ("Amendment No. 01”). The Parties have
acknowledged the criticality of the need to prevent SIM boxing and agreed to include and reemphasize terms to
govern consequences of SIM boxing and amend and supplement the Distributor Agreement in respect of SIM
boxing as Annex II.

WHEREAS the Parties intend to change to model of their partnership under the Distributor Agreement to
franchising model whereby Safaricom Ethiopia sets standards and minimum obligations the Distributor should
strictly adhere to and comply with;

WHEREAS the Parties agree to limit the Distributor’s operation to a certain geographical area (“Assigned
Territory”) and reach to mutual understanding that any violation/nonadherence to such Assigned Territory shall
entail serious consequences.

WHEREAS the Distributor commits to renew its strict adherence to price of Products as may be set or amended by
Safaricom Ethiopia as per clause 8 of the Distributor Agreement;

WHEREAS the Parties stress the need for introduction of and strict implementation of new performance
management system;

Now, therefore, in consideration of the aforementioned premises, the Parties hereto have agreed as follows.

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Unless otherwise defined in this Amendment, capitalized words and expressions used in this Amendment No. 2 shall
have the meaning ascribed to them under the Distributor Agreement.

1. Grant of Franchise
1.1. Safaricom Ethiopia hereby grants the Distributor a right to promote the Services and distribute the
Products (such as mobile telephone consumer products and services including airtime & SIM cards,
small and medium enterprise products and services (but excluding large enterprises and Key accounts
as solely determined by Safaricom Ethiopia)) only in the Assigned Territory defined in Annex 1 to this
Amendment No. 2 and as may be expanded or reduced by Safaricom Ethiopia from time to time.
1.2. Safaricom Ethiopia will set minimum standards and obligations the Distributor should adhere to and
comply with. Such standards may change from time to time and will be communicated to the
Distributor. Any nonadherence and noncompliance to the standards and obligations set as per this
Clause 1.2 shall have consequences to be determined by Safaricom Ethiopia and communicated to the
Distributor.
1.3. For avoidance of doubt and without prejudice to the change of the model to franchising, the Distributor
shall not be required to pay franchising fee to Safaricom Ethiopia. Except for such exception, the
elements of a franchising model will apply to this Amendment No. 02.

2. Assigned Territory
2.1. The Distributor is hereby allocated the Assigned Territory. Safaricom Ethiopia will have the right to
change the Assigned Territory from time to time. Any change to the Assigned Territory shall be
communicated by Safaricom Ethiopia to the Distributor at least thirty (30) days prior to the effective
date of change.

2.2. Without prejudice to Safaricom Ethiopia’s rights to amend or revoke exclusivity rights of the
Distributor for the Assigned Territory for reasons attributable to non-performance or non-compliance
to the terms of the Distributor Agreement, Amendment No. 01 and this Amendment No. 02, the Parties
agree that the Assigned Territory shall remain unchanged for a minimum period of one year from the
date of this Amendment No. 02. This minimum period of one year protection shall not extend to any
amendments to the Assigned Territory by Safaricom Ethiopia after the expiry of the minimum period.
3. Performance Management
3.1. In addition to its right to set performance goals as per the Distributor Agreement, Safaricom Ethiopia
shall have the right to set and amend performance goals with respect to matters such as gross adds
target, airtime primary sales target, device sales target, agent per site targets, DOSA and numeric
distribution targets.

3.2. Safaricom Ethiopia shall have the right to set the performance targets described under Clause 3.1
above on a monthly basis or at a different interval it may deem appropriate.

3.3. Safaricom Ethiopia shall also have the right to evaluate the Distributor’s performance against the set
performance targets at an interval it deems appropriate. The Distributor acknowledges that failing to
meet any one or more of the performance targets set or amended by Safaricom Ethiopia, whether in a

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 single or repetitive occurrence, shall have consequences that may include termination of the Distributor
Agreement.

4. Consequences of Non-compliance
4.1. The Distributor’s right to promote the Services and distribute the Products shall be revoked for any
failure to comply with the Assigned Territory, pricing and performance targets as may be set or already
set per this Amendment No. 2 or the Distributor Agreement.

4.2. Without prejudice to Safaricom Ethiopia’s rights to terminate the Distributor Agreement or take any
other appropriate action it may deem necessary pursuant to the Distributor Agreement and this
Amendment No. 2; it shall claw back any commission earned or due to the Distributor with respect to
the latter’s activities outside of its Assigned Territory.

4.3. Failure to comply with any part of this Amendment No. 2 shall constitute a material breach of the
Distributor Agreement. In the event of such a breach, Safaricom Ethiopia may, at its discretion,
exercise any or all remedies available to it under the Distributor Agreement and the Applicable Law,
which may include but not limited to suspension or termination of the Distributor Agreement,
revocation of exclusivity rights, in whole or in part, for the Assigned Territory or for any one or more
of the Products or Services and/or bringing in another distributor. Safaricom Ethiopia may, among
other remedies, take an action to suspend or terminate the Distributor Agreement.
5. Miscellaneous
5.1. This Amendment No. 2 modifies the Distributor Agreement. Except as expressly modified herein, the
Distributor Agreement shall continue in full force and effect and shall govern this Amendment No. 2.

5.2. This Amendment No. 2 shall form part of the Distributor Agreement and termination of the Distributor
Agreement shall cause termination of this Amendment No. 2. However, termination of this
Amendment No. 2 shall not cause termination of the Distributor Agreement as much as the
implementation of the latter is not affected by the termination of this Amendment No. 2.

IN WITNESS WHEREOF this Amendment No. 2 has been duly executed by or on behalf of the Parties.

Signed by Safaricom Telecommunications Ethiopia Signed by the Distributor

Plc
Signature: ....................................................................
Signature: ....................................................................
Name: .........................................................................
Name: ........................................................................
Designation: ................................................................

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Designation: ...............................................................

Witness’s signature.................................................. Witness’s signature..................................................

Witness’s Name: ..................................................... Witness’s Name: .....................................................

Witness’s Address Witness’s Address

…………………………………………… ……………………………………………

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 Annex I

Assigned Territory

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 Annex II

Governance for Issues Related with SIM-boxing.

Part A- SIM Selling Agent / Outlet Onboarding

1. Notwithstanding what is stated under Clause 15.4 of the Distribution Agreement, the Distributor may
onboard and manage Sim Selling Agents (“SSAs”) and/or Outlets) by itself, without pre-approval by
Safaricom Ethiopia subject to strict compliance and responsibility of the Distributor to the terms of this
Annex II. The Distributor shall be fully responsible for onboarding, training, overall management,
obligations, services, and functions to be performed by SSAs/Outlets to the same extent as if such
obligations, services, and functions were performed by the Distributor’s employees and/or agents and for
purposes of the Distributor Agreement and this Amendment, such work will be deemed work performed by
the Distributor. As a result, in the event of any noncompliance by any SSAs /Outlets, the Distributor shall
be directly and wholly responsible for the noncompliance of its SSAs / Outlets and shall bear all
attributable costs.

2. During onboarding of SSAs and/or Outlets, the Distributor shall strictly follow the process set out by
Safaricom Ethiopia. In particular, the Distributor shall only onboard agents in the Assigned Territory and
collect the following documents for onboarding SSAs and Outlets;

a) Full names and physical address

b) Contact information i.e., mobile number and email address

c) Consent forms and Authorization form,

d) Business license,

e) Tax Registration Number (TIN) and VAT Registration Certificate,

f) Physical location of the business including House Number, Kebele, Woreda, Zone, Sub-City and
Region (GPS if possible),

g) Identification card of contact person

In addition to obtaining the above document, the Distributor shall maintain all the SSAs and Outlet onboarding
documents in physical form which shall be available to Safaricom Ethiopia on request.

Part B – SIM Card Distribution to SSAs/Outlets

In performance of SIM Card distribution through SSAs/Outlets, the Distributor shall;

a) Only distribute Sim cards to sim selling agents within their Assigned Territory

b) Sell Sim Cards to authorized SSAs and Outlets only;

c) keep full records of all SIM Cards sold/provided to the SSAs/Outlets in a format to be provided by
Safaricom Ethiopia.

d) Remain exclusively accountable for the SIM Cards distributed to Sim Selling Agents.

e) conclude an agreement (or amendment to their existing agreement) with SSAs/Outlets which shall also
include the SIM Registration Guideline as mentioned under Schedule 6 of Distributor Agreement;

f) train the SIM Selling Agent/Outlets on the SIM Registration Guideline;

Part C- Customer Registration Guidelines

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The Distributor shall inform and train SSAs/Outlets and their personnel for the satisfactory completion of its
obligations under the Distribution Agreement. Among other things, the SSAs and Outlets shall be informed about
the following mandatory rules of subscriber onboarding.

a) Original Documents should be presented by Subscribers in person.

b) Subscribers’ document should be valid at the time of registration. In relation to use of ID Cards, the
Distributor shall make sure that the SSAs and Outlets shall comply with Safaricom Ethiopia’s Business
Process on the Acceptable Identification Documents required for registration of subscribers under the
Sim Card Registration Certificate as may be amended or supplemented from time to time.

c) Details filled in the EKYC app should match the details given in the supporting documents.

d) The photograph on the documents shall match the Subscriber photograph taken while onboarding.

e) A customer’s Identification document should only be used to register the same individual to whom the
document belongs. The document should not be used to register a sim card for a different customer.

f) If the subscriber requests more than one connection, then the “Existing Customer” option is to be used
and no more than 2 (two) SIM cards (or as may be separately be guided) may be issued to a single
subscriber under any circumstances.

Part D -Penalties & Sanctions for Distributors

1. The Distributor’s right to onboard SSAs and Outlets shall be revoked for any failure to comply with the
onboarding process and Rules for Document Acceptance and other requirements of this Annex II.

2. In the event of the Distributor failing to provide Safaricom Ethiopia with the required documentation or to
maintain records or be unable to produce same on request of Safaricom Ethiopia, without prejudice to other
remedies available under the Agreement and this Annex II, Safaricom Ethiopia shall have the full
discretion to claw back the commissions earned by the Distributor in relation to the non-compliant SSOs or
registration.

3. If the Distributor is found to have acted, participated, attempted, or concurred in corrupt practices including
but not limited to onboarding fraudulent SSAs or Outlets with invalid documents, without prejudice to
other remedies available under the law or the Distributor Agreement, Safaricom Ethiopia may terminate the
Distributor Agreement with immediate effect.

4. The Distributor Agreement may be terminated with immediate effect in the event that it and or its SSAs
and/or Outlets are found to be breaching the rules for onboarding including but not limited to exposing
Safaricom Ethiopia to loss of revenue through theft, fraud, sim-boxing and any other unethical incidents.
The Distributor takes full responsibility for the acts of its SSAs and Outlets and indemnifies Safaricom
Ethiopia from any and all losses and exposures relating to the acts of these third parties.

5. Failure to comply with any part of this annex II shall constitute a material breach of the Agreement. In the
event of such a breach, Safaricom Ethiopia may, at its discretion, exercise any or all remedies available
under the Agreement and at law. Safaricom Ethiopia may, among other things, take an action to Suspend or
Terminate the Distributor.

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