Shareholders of MobileMoney FinTech Limited (MMF) have overwhelmingly approved two critical resolutions required to advance the localisation and restructuring of MTN Ghana’s mobile money business.
The resolutions were passed at the company’s Extraordinary General Meeting (EGM) held in Accra on December 1, 2025.
The EGM, which was the first for MMF, sought approval to waive the fairness report ordinarily required for mergers under the Companies Act, and to approve the merger of MobileMoney Limited (MML) into MMF, the newly incorporated entity established to run the MoMo business once the restructuring is complete.
Both resolutions received strong backing.
2-stage voting process
Voting took place in two stages, in line with the governance structure of the MTN Ghana Fintech Trust.
Beneficiary Instruction Vote
Beneficiaries of the MTN Ghana Fintech Trust, who hold the 30% minority economic interest in the MoMo business, voted first to instruct the Trustees on how to vote the Trust’s shares.
Their instruction vote recorded 99.95% in favour of waiving the fairness report and 99.99% in favour of the merger.
Formal shareholder vote
Once the Trustees received these instructions, the two shareholders of MMF — MTN Dutch Holdings BV (70%) and the MTN Ghana Fintech Trust (30%) — together cast a unanimous 100% vote in favour of both resolutions.
The final legal outcome is 100% shareholder approval for the fairness report waiver and for the merger of MML into MMF.
This unanimous approval allows the transaction to advance to the next regulatory and legal steps.
Purpose and implications of the restructuring
The restructuring follows requirements under the Payment Systems and Services Act, 2019 (Act 987), which mandates at least 30% Ghanaian ownership for companies issuing electronic money.
MMF was incorporated earlier this year as the new operating entity for the MoMo business.
Ahead of the vote, shareholders sought clarity on how the merger and fairness report waiver would affect their holdings.
Both the Chairperson of MobileMoney FinTech Limited, Madam Victoria Bright, and the Chairman of Scancom PLC, Dr Ishmael Yamson, reiterated that no shareholder loses value under the structure.
They stressed that there is no dilution, no redistribution of rights and no loss of economic interest, as shareholders’ economic and voting rights remain the same before and after the merger.
They assured that a full valuation and fairness report will instead be conducted at the point of listing, when MMF becomes a separately traded company, and the MTN Ghana and MMF shares are decoupled.
Board Chairman reaffirms long-term vision
Delivering remarks at the EGM, Dr Ishmael Yamson emphasised that the restructuring reflects MTN Ghana’s commitment to compliance, transparency and long-term sustainability.
“We have engaged shareholders extensively, beginning in March and again in May,” he said.
“Localising the mobile money business is a regulatory requirement, but it also gives us the opportunity to strengthen governance and embed clearer accountability for this important line of business.”
He confirmed that the core transaction documents — including the merger agreement and trust instruments — have been executed, and that engagement with the Bank of Ghana (BoG) remains ongoing.
Dr. Yamson noted that the localisation process is “firmly on track,” with the court-sanctioned merger now the immediate next step.
The Securities and Exchange Commission (SEC) has already issued a conditional no-objection, which becomes final upon confirmation from BoG.
Listing of GSE
He added that the company intends to list the MoMo business on the Ghana Stock Exchange within the next three to five years.
MMF Chairperson offers additional clarity
Chairperson of MobileMoney FinTech Limited, Victoria Bright, explained that the merger simply transfers the existing MoMo business into the newly incorporated entity.
“Shareholders’ interests will be mirrored into MMF through the Fintech Trust, ensuring continuity and full protection of value,” she said.
She added that governance and leadership structures are being strengthened to prepare the company for listing.
MTN Ghana and MobileMoney LTD leaders engage shareholders
MTN Ghana Chief Executive Officer (CEO), Stephen Blewett, addressed consumer-related questions, including concerns about data consumption.
He explained that faster and higher-quality streaming naturally uses more data, and noted that MTN has offered “15% more value for data since April — higher than the 10% offered by competitors.”
Speaking to the media after the EGM, MobileMoney Limited CEO Shaibu Haruna described the shareholder endorsement as “a major milestone in aligning the MoMo business with regulatory requirements.”
He stressed that customers would continue to enjoy the same MoMo services, and highlighted that the new structure positions the company for even greater innovation and stronger governance.
Haruna reaffirmed support for BoG’s eCedi initiative, calling it an important step toward deeper digital financial inclusion.
Next steps
With unanimous shareholder approval secured, the transaction now proceeds to the court-sanctioned merger process.
In addition, engagement with BoG continues; finalisation of SEC’s conditional no-objection and operational transition of the MoMo business into MMF upon court approval would be completed.
Once completed, MobileMoney FinTech Limited will formally assume operations as the licensed entity responsible for the MoMo business.
