MTN : Consolidated and Separate AFS

Mobile Telephone Networks Holdings Limited and its subsidiaries

(Registration number: 1993/001411/06)

Annual Financial Statements

for the year ended 31 December 2021

Mobile Telephone Networks Holdings Limited
Annual Financial Statements
for the year ended 31 December 2021
Contents	Page
Statement of directors' responsibility	2
Certificate by the Company Secretary	4
Report of the Audit Committee	5
Directors' report	16
Independent auditors' report to the	23
shareholder of Mobile Telephone Networks
Holdings Limited
GROUP FINANCIAL STATEMENTS
Group income statement	28
Group statement of comprehensive income	29
Group statement of financial position	30
Group statement of changes in equity	31
Group statement of cash flows	32
Index to the notes to the Group financial statements	33
Notes to the Group financial statements	35
COMPANY FINANCIAL STATEMENTS
Company income statement	161
Company statement of comprehensive income	161
Company statement of financial position	162
Company statement of changes in equity	163
Company statement of cash flows	164
Notes to the Company financial statements	165
Financial definitions	189

The Group and Company financial statements were audited in terms of the Companies Act, No 71 of 2008 as amended.

The Group and Company Annual Financial Statements have been prepared by the MTN Finance staff under the guidance of the Group Finance Executive, S Perumal CA(SA) and was supervised by the Group Chief Financial Officer, TBL Molefe CA(SA).

These Annual Financial Statements were authorised on 26 April 2022 by the Board of Directors.

Statement of directors' responsibility

for the year ended 31 December 2021

The directors are responsible for the integrity, preparation and fair presentation of the annual separate and consolidated financial statements of Mobile Telephone Networks Holdings Limited (the Company), its subsidiaries, joint ventures, associates and structured entities (together, the Group) in accordance with International Financial Reporting Standards (IFRS) and International Accounting Standards (IAS) as issued by the International Accounting Standards Board (IASB) and Interpretations as issued by the IFRS Interpretations Committee (IFRIC), the South African Institute of Chartered Accountants (SAICA) Financial Reporting Guides as issued by the Accounting Practices Committee (APC), Financial Reporting Pronouncements as issued by the Financial Reporting Standards Council (FRSC), the Johannesburg Stock Exchange (JSE) Listings Requirements and the requirements of the South African Companies Act, No 71 of 2008 as amended and the Company's memorandum of incorporation.

The Company also subscribes in all its activities to principles of best practice and corporate governance, as set out in the King IV Report on Corporate Governance for South Africa 2016 (King IV*).

The preparation of financial statements in conformity with IFRS requires management to consistently apply appropriate accounting policies, supported by reasonable judgements and estimates. The directors are of the opinion that the information contained in the Annual Financial Statements fairly present, in all material respects, the financial position at year-end and the financial performance and cash flows of the Group and the Company for the year then ended.

The directors have taken the responsibility for ensuring that accurate and complete accounting records are kept to enable the Group and the Company to satisfy their obligation with respect to the preparation of financial statements. The directors confirm that no facts have been omitted or untrue statements made that would make the financial statements false or misleading.

The directors are also responsible for the oversight of the Group's system of internal controls. This responsibility includes designing, implementing and maintaining internal controls relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.

The Group operates in an established control environment, which is documented and regularly reviewed. The Group Risk Management and Compliance Committee plays an integral role in risk management. Risk management and internal control procedures are designed to provide reasonable, assurance that assets are safeguarded and that the risks facing the business are controlled.

Internal financial controls have been put in place to ensure that material information relating to the Company and the Group has been provided to effectively prepare the Annual Financial Statements. The internal financial controls are considered adequate and effective and can be relied upon in compiling the Annual Financial Statements. Where deficiencies in the design and operational effectiveness of internal financial controls have been identified, remedial actions have been initiated.

The directors are responsible for the controls over, and the security of, the website and where applicable, for establishing and controlling the process for electronically distributing Annual Financial Statements and other financial information to shareholder and to the Companies and Intellectual Property Commission.

The MTN Group Limited's (which is the same function for the Group) internal audit function, which operates unimpeded by operational management, and has unrestricted access to the Group's Audit Committee, assesses and, when necessary, recommends improvements in the system of internal control and accounting practices, based on audit plans that take cognisance of the relative degrees of risk of each function or aspect of the business.

* Copyright and trademarks are owned by the Institute of Directors Southern Africa NPC and all of its rights are reserved.

Statement of directors' responsibility (continued)

for the year ended 31 December 2021

The directors have reviewed the Group and the Company budgets and cash flow forecasts for the year to 31 December 2022. In light of this review, the current financial position and existing borrowing facilities, the going concern basis has been adopted in preparing the Group and the Company Annual Financial Statements. The directors have no reason to believe that the Company or its subsidiaries will not be going concerns in the year ahead. These financial statements support the viability of the Group and the Company.

The Group's external auditor, Ernst & Young Inc. (EY) audited the Group and the Company Annual Financial

Statements and their unqualified audit report is presented on pages 23 to 27.

The external auditor was given unrestricted access to all financial records and related data, including minutes of all meetings of shareholders, the Board of Directors and committees of the Board. The directors believe that all representations made to the independent auditor during their audit are valid and appropriate.

The Group and the Company Annual Financial Statements which appear on pages 1 to 191 were approved for issue by the Board of Directors on 26 April 2022 and are signed on its behalf by:

TBL Molefe

Group President and Chief Executive Officer (CEO)

Group Chief Finance Officer (GCFO)

Fairland

Fairland

Certificate by the Company Secretary

for the year ended 31 December 2021

I certify that, to the best of my knowledge and belief, Mobile Telephone Networks Holdings Limited has filed all its returns and notices with the Registrar of Companies and Intellectual Property Commission for the year ended 31 December 2021, as required of a public company in terms of section 88(2)(e) of the Companies Act, No 71 of 2008 as amended and that such returns and notices are true, correct and up to date.

PT Sishuba-Bonoyi

Group secretary

Fairland

26 April 2022