MTN : FY 21 Governance Report

Social, Ethics and Sustainability Committee Chair's review

Previously known as the Social and Ethics Committee

"MTN has demonstrated a step change in managing its environmental, social and governance (ESG) impacts as evidenced by the improvement in our ESG performance across multiple ESG raters and rankers. In 2021, the committee fulfilled its mandate as prescribed by the Companies Regulations to the Companies Act, with no material non-compliance."

Key features of 2021

Nkululeko Sowazi Noluthando Gosa^ Stan Miller Khotso Mokhele Lamido Sanusi

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By invitation: Group President and CEO, Group Chief Regulatory and Corporate Affairs Officer, Group Chief Human Resources Officer, Group Chief Risk Officer, Group Chief Legal Officer

^Member effective 1 April 2021

• • Approved our Sustainability Strategic Framework, outlining KPIs and driving executive remuneration for LTIs linked to ESG.

• • Signed pledge with the Science-Based Target initiative to commit to our target of Net Zero by 2040; achieved ~16% reduction in scope 1 and 2 GHG emissions.

• • Entrenched diversity and inclusion; reported incremental increase to 39% women in the workforce.

• • Continued to close coverage gap in rural areas by rolling out 912 more rural sites (2020: 684), covering more than 23 million people.

• • Embedded ethical behaviour through our ethics strategy, using the results of our ethics risk assessment.

• • Donated US$25m to support the African Union's COVID-19 vaccination programme.

• • Supported the livelihoods of communities, including job creation and skills development, of some six million people.

• • Addressed material stakeholder issues and improved both our reputation index survey score and stakeholder relationship score from 72 to 78.

  > Drive digital skills for digital jobs to reach one million people by 2025.

  > Incrementally improve our reputation by addressing stakeholder needs.

  > Introduce an ethical culture maturity 'pulse-check' to supplement the Group-wide ethics risk assessment conducted every three years.

  > Improve MTN Group B-BBEE contributor status to level 1.

  Key focus areas for 2022

  > Ensure operating companies develop country-specific action plans to align with our Net Zero goal.

  > Focus on increasing women in the workforce to 50% by 2030.

  > Expand rural broadband population coverage to 95% by 2025.

• • Enhanced our response to socioeconomic challenges through our B-BBEE strategy: improved MTN Group contributor status from level 3 (2019) to level 2 (2020).

• • More details of the activities overseen by the committee are available in the Sustainability Report online SR .

Mandate: The Committee performs an oversight and monitoring role to ensure that MTN's business is conducted in an ethical and properly governed manner. The Committee assists the Board with creating shared value in a sustainable manner through responsible environmental, social and governance business practices across MTN's operating markets.

Risk Management and Compliance Committee Chair's review

"Despite external volatility, outcomes of our robust risk management and compliance approach continue to demonstrate and confirm MTN's agility and strong risk culture. Amid the broad economic and social risk impact of COVID-19, MTN's risk response measures helped ensure the stability of the organisation and achievement of results. As we advance the execution of Ambition 2025, there is enhanced risk focus on areas such as cybersecurity, fintech operations, supply chain and data privacy."

and effectiveness of compliance controls.

By invitation: Chairman of the Audit Committee, Group President and CEO, Group CFO, Group Chief Risk Officer, joint external auditors. ^Appointed 1 April 2021 # No longer a member of the committee since Q2

Key activities in 2021

Enterprise risk management (ERM)

• • Continued monitoring of key risks and facilitation of discussion across the organisation, including embedding sub-committees of Exco focused on risk and compliance matters.

• • Enhanced timely flow of risk issues from operating companies to the Group using features of existing crisis management tools.

• • Enhanced our maturity model to improve risk culture and processes across Opcos.

• • Applied risk management focus on strategic separation initiatives such as the fintech and fibre businesses.

• • Adopted performance metrics for risk and compliance in line with Ambition 2025.

Compliance

• • Rolled out an improved compliance maturity model.

• • Conducted risk-based, independent compliance monitoring and testing to assess the adequacy

• • Played an active role in providing assurance on fintech compliance project to enhance the AML system.

Business resilience

• • Refreshed our Group business resilience approach and roadmap to align with Ambition 2025, aiming to accelerate resilience of critical services to protect against potential shocks, disruptive events and sophisticated cyber-attacks.

  > Ensure enhanced coordination and reporting from a combined assurance perspective.

  > Continue efforts to enhance compliance maturity and drive standardisation of compliance management across MTN.

  > Continued focus on AML monitoring.

  > Ongoing risk and compliance advisory.

  > Accelerate the data privacy programme to manage growing privacy challenges.

  > Drive implementation of a standardised internal controls programme.

  Key focus areas for 2022

  > Roll out new risk, audit, compliance and ethics scorecard as a performance gatekeeper to Opcos and functions.

  > Continue to enhance top-down and bottom-up risk assessments.

• • Improved cybersecurity crisis readiness, through embedding cybersecurity crisis simulation as an integral part of the Group's business resilience programme.

Insurance

• • Renewed insurance cover after challenging negotiations andmore onerous information requirements in a difficult market, particularly regarding cyber cover.

Mandate: The Committee's work includes providing oversight on the identification, monitoring and mitigation of existing and emerging risks and on compliance matters.

Audit Committee Chair's review

"The Group remained resolute in its drive for continuous enhancements to its control environment as it builds and grows new platform businesses and accelerates its portfolio transformation to create shared value."

fraud risks and revenue leakage.

By invitation: Group President and CEO, Group CFO, Group Business Risk Officer, Group Internal Audit and Forensics Officer and joint external auditors

#Member effective 1 April 2021

^Ceased being a member 31 March 2021

AFS The full Audit Committee report is in the AFS.

Key features of 2021

• • Evaluated progress of implementation of the Group's enterprise resource planning cloud process to improve the overall internal financial control environment. Numerous milestones achieved.

• • Monitored transition processes for audit firm rotation, with EY becoming joint auditors, as well as oversight and evaluation of external audit function.

• • Evaluated ongoing operational, financial and control risksposed by the pandemic and Group's response and mitigation processes, including deleveraging and response activities.

• • Considered financial impact and disclosure of corporate transactions in scope of Middle East exit plan, with Group exiting Syria and Yemen.

• • Considered impact of MoMo business on control environment and monitored separation of MoMo business from GSM business.

• • Evaluated progress on consolidation and standardisation of key controls to further enhance overall control environment.

• • Focused on enhancing controls to reduce cyber risks,

  > Assess progress on embedding internal control and compliance environment and governance and oversight functions resulting from separation of FinCo businesses.

  > Review progress on implementation of enterprise cloud solution across Group, including new FinCo businesses.

  > Consider initiatives to improve specific security key controls over data privacy, cyber and fraud.

  > Evaluate impact of anticipated tax changes in UAE as well as impact of Global Anti-Base Erosion Model Rules as part of

  OECD's Pillar Two solution.

  Key focus areas for 2022

  > Monitor progress on implementation and standardisation of key controls to further enhance overall control environment.

• • Reviewed the internal financial controls for the purposes of the CEO and CFO attestation on the Annual Financial Statements required by the JSE.

• • Executed its responsibilities in terms of the JSE Listings Requirements regarding corporate governance.

• • Ensured that MTN establishes appropriate financial reporting procedures which, include the consideration of all entities included in the consolidated Group IFRS financial statements and that those procedures are operating to ensure that it has access to all the financial information of MTN to allow MTN to effectively prepare and report on the financial statements.

• • Assessed the suitability of external auditors, internal audit, CFO and finance function.

  Mandate: The Committee's work includes monitoring the strength of the operational, financial and control processes. These include internal financial controls; ensuring that assurance services and functions enable an effective control environment; and supporting the integrity of information produced in compliance with legal and regulatory requirements.

Finance and Investment Committee Chair's review

"The committee had a busy year reviewing a large number of significant transactions and major contracts proposed by management. We remained comfortable with the quality of the input and proposals provided by management and were able to provide recommendations to the Board around the various matters considered, enabling the Board to fulfil its role in overseeing strategic execution."

Key features of 2021

• • Considered the extent and business implications of the Middle East exits:

  • › Syria

  • › Yemen

  • › Afghanistan

• • Considered and approved:

  • › The Nigeria, Ghana and Uganda localisation programmes

  • › The Ethiopia new licence opportunity approach

  • › The IHS Towers IPO

  • › The MTN Uganda IPO

• • Considered MTN Zakhele Futhi funding.

• • Provided oversight: › On the various Opco licence renewals

  • › On the execution of the SA towers disposal process

  • › Together with the Group Audit Committee on various loan facility agreements

  • › Together with the Group Risk and Compliance Committee on the MTN SA spectrum auction

• • Ensured all the opportunities considered followed a strict financial criteria and risk assessment in line with our disciplined capital allocation framework.

Key focus areas for 2022

• • Remain committed to our disciplined capital allocation framework

• • Consider selective M&A and business development opportunities, aligned to our investment case as well as strict risk and financial criteria

  • • Review and approve the Group funding plan

• • Oversee:

> The setup of the Group fintech holding company and its work to secure strategic partners to support the accelerated growth of the business

> The structural separation of the fibre and data centre businesses

> The planned Series 2 public offer of shares in

MTN Nigeria, should market conditions be conducive

> Further localisation of MTN Ghana > The case for new market expansion opportunities

> The planned exit of the Group from

Afghanistan

> Further Opco licence

renewals

^Retired

Mandate: The committee has over the last few years been in existence as an ad hoc committee. In 2021 it was formalised as a standing committee of the Board to assess all investment cases against a predetermined set of criteria to ensure the viability and feasibility of the investment. The focus is assessing the cost benefit analysis, considering key risks and the short and long-term environmental and social-economic impacts, ensuring the necessary mitigation controls are implemented. This includes requirements for capital expenditure, funding strategies and mergers and acquisition activities.

Directors Affairs and Governance Committee Chair's review

"In the year MTN worked to continue to build the capabilities of all directors, understanding the strengths and weaknesses of the Board and align them with the responsibilities and objectives to optimise performance and reinforce governance."

Key activities in 2021

• • Reviewed and approved the resolutions to be presented to the shareholders at the AGM and recommended them for approval by the Board.

• • Reviewed the IMD Board evaluation outcomes and recommendations. Considered the remedial actions and the implementation plan.

• • Evaluated the performance of the Group President and CEO.

• • Reviewed and evaluated the independence, performance and suitability of the directors to be presented for re-election and recommended the directors for approval by the Board.

• • Reviewed the competence and suitability of the Group Secretariat function. Satisfied itself that the

  Group Company Secretary is suitably qualified for the role.

• • Reviewed and approved the structure and composition of Board Committees for 2021, making the necessary changes where required.

• • Identified and approved the Group's Prescribed Officers for 2022.

  Key focus areas for 2022

  > Oversee the finalisation of the Group operating model.

  > Finalisation of the Group Board composition and evolution of the Board.

  > Review the outcomes of the governance maturity assessment, provide direction and monitor the implementation of the remedial actions.

  > Monitor and drive the progress of the ESG imperatives, specifically as they relate to the governance-related imperatives.

  > Continue to monitor and provide oversight on the entrenchment of governance practices across the Group.

• • Reviewed the Group operating model and made recommendations to management.

• • Considered the current status of governance of the Group and its subsidiaries and authorised the undertaking of a governance maturity assessment to be conducted by anindependent service provider on the Group and the operating companies.

• • Provided oversight on the succession planning process for the CEO and other Group key executives.

  > Continue to monitor the succession planning process in respect of the Group President and CEO, CFO and Group

  Company Secretary.

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• • Provided input on the 'governance strategy' as part of the ESG strategy.

• • Reviewed and provided oversight on the significant governance risks identified by IMD as part of the Board evaluation.

• • Reviewed the key insights and concerns arising from the governance roadshows in respect of matters on Board effectiveness, diversity, and succession.

Mandate:

Governance

The Committee assists the Board with discharging the corporate governance oversight and acts as a sounding board on governance practices. It provides an oversight on the effectiveness of governance processes and systems ensuring that these are appropriately implemented in accordance with relevant legislation, codes and governance policies.

Directors affairs

The Committee also assists the Board to ensure that the Board has the appropriate composition of skills to execute its duties effectively; the directors are appointed through a transparent and formal process that is free from undue influence and the induction and ongoing training and development of directors take place to align to the Company's strategy and changing environment.