MTN : International Proprietary Limited AFS 2023

MTN International Proprietary Limited

(Registration number: 1998/002351/07)

Annual Financial Statements

for the year ended 31 December 2023

MTN International Proprietary Limited

(Reg. No. 1998/002351/07)

Annual financial statements

for the year ended 31 December 2023

Contents	Page
Statement of directors' responsibility	2
Certificate by the Company secretary	4
Directors' report	5
Independent auditor's report	8
Statement of profit and loss and other comprehensive income	10
Statement of financial position	11
Statement of changes in equity	12
Statement of cash flows	13
Notes to the annual financial statements	14

Consolidated financial statements are not presented as MTN International Proprietary Limited (the Company) is a wholly owned subsidiary of Mobile Telephone Networks Holdings Limited (MTN Holdings), a Company incorporated in the Republic of South Africa. The ultimate holding Company is MTN Group Limited (the Group), a Company also incorporated in the Republic of South Africa. The consolidated financial statements of the Group are available for inspection at its registered address which is 216 14th Avenue, Fairland, Roodepoort, Gauteng, 2195.

The financial statements of the Company have been audited in terms of the South African Companies Act, No 71 of 2008.

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

These Annual Financial Statements were approved for issue on 29 April 2024 by the Board of Directors.

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MTN International Proprietary Limited

(Reg. No. 1998/002351/07)

Statement of directors' responsibility

for the year ended 31 December 2023

The directors are responsible for the integrity, preparation and fair presentation of the annual financial statements of the Company 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 requirements of the South African Companies Act, No 71 of 2008, as amended, (The Companies Act) and the company's memorandum of incorporation (MOI).

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 aspects, the financial position at year end and the financial performance and cash flows of 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 Company'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 Company operates in an established control environment, which is documented and regularly reviewed. The Group Risk Management and Compliance Committee, which performs a risk function for the Company, 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 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 shareholders and to the Companies and Intellectual Property Commission.

The Group's internal audit function, which performs the internal audit function for the Company and operates unimpeded by operational management, and has unrestricted access to the Group Audit Committee, which performs this function for the Company, 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. The Group's internal audit function operates within the Group's combined assurance framework.

The directors have reviewed the Company budgets and cash flow forecasts for the year to 31 December 2023. In light of this review, the current financial position and existing borrowing facilities, the going concern basis has been adopted in preparing the Company Annual Financial Statements. The directors have no reason to believe that the Company will not be a going concern in the year ahead. These financial statements support the viability of the Company.

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

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MTN International Proprietary Limited

(Reg. No. 1998/002351/07)

Statement of directors' responsibility (continued)

for the year ended 31 December 2023

The Company's external auditor, Ernst & Young Inc (EY) audited the Company Annual Financial Statements and their unqualified audit report is presented on pages 8 to 9.

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 Company annual financial statements which appear on pages 1 to 43 were approved for issue by the board of directors on 29 April 2024 and are signed on its behalf by:

RT Mupita	TBL Molefe
Group President and Chief Executive Officer (CEO)	Group Chief Finance Officer (GCFO)
Fairland	Fairland

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MTN International Proprietary Limited

(Reg. No. 1998/002351/07)

Certificate by the Company secretary

for the year ended 31 December 2023

I certify that to the best of my knowledge and belief, MTN International Proprietary Limited has filed all its returns and notices with the Registrar of Companies and Intellectual Property Commission for the year ended 31 December 2023, as required 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

Company Secretary

Fairland

29 April 2024

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MTN International Proprietary Limited

(Reg. No. 1998/002351/07)

Directors' report

for the year ended 31 December 2023

Nature of business

MTN International Proprietary Limited (the Company) is a wholly owned subsidiary of MTN Holdings, incorporated in the Republic of South Africa on 10 February 1998 and carries on the business of an investment holding Company. The ultimate holding Company is the Group.

The Company's registered address is 216 14th Avenue, Fairland, Roodepoort, Gauteng, 2195.

Compliance with financial reporting standards

The Company's annual financial statements were prepared in accordance with IFRS as issued by the IASB and Interpretations as issued by the IFRIC and comply with the SAICA Financial Reporting Guides as issued by the APC and Financial Reporting Pronouncements as issued by the FRSC, and the requirements of the Companies Act.

Financial results

The Company recorded a profit after tax for the year ended 31 December 2023 of R392 million ( 2022: R4 812 million).

Full details of the financial results of the Company are set out on pages 10 to 43 of these annual financial statements and accompanying notes for the year ended 31 December 2023.

Related party transactions

Details of related party transactions are set out in note 14 of these annual financial statements.

Borrowing powers

In terms of the memorandum of incorporation (MOI), the borrowing powers of the Company are unlimited. However, all borrowings by the Company are subject to limitations set out in the treasury policy of the Group. No borrowings were outstanding at the end of the current or prior year.

Going concern

The directors have reviewed the Company's budget and cash flow forecast for the twelve months following the date of approval of these annual financial statements. On the basis of this review, and in light of the current financial position and existing borrowing facilities, the directors are satisfied that the Company has access to adequate resources to continue in operational existence for the foreseeable future, is a going concern, and has continued to adopt the going concern basis in preparing the annual financial statements.

Subsidiary companies and joint ventures

Details of the subsidiary and joint venture in which the Company has a direct interest are set out in note 6 of these Annual Financial Statements.

Dividend

Dividends of Rnil million (2022: R4 700 million) were declared during the current financial year. Dividends of

R4 000 million (2022: Rnil million) were declared subsequent to year end.

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MTN International Proprietary Limited

(Reg. No. 1998/002351/07)

Directors' report (continued)

for the year ended 31 December 2023

Share capital

Authorised share capital

There was no change in the authorised share capital of the Company during the year under review. The authorised ordinary share capital of the Company is 10 000 shares of R1 each.

Issued share capital

The issued share capital of the Company is R1 000 (2022: R1 000) comprising 1 000 (2022: 1 000) ordinary shares of R1 each.

Control of unissued share capital

The unissued ordinary shares are the subject of a general authority granted to the directors in terms of section 38 of the Companies Act. As this general authority remains valid only until the next AGM, shareholders will be asked at that meeting to consider an ordinary resolution placing the said unissued ordinary shares, to a maximum of 10% of the Company's issued share capital, under the control of the directors until the next AGM.

The Company did not exercise this authority during the current or prior financial year.

Directorate

Details of directors' remuneration and shareholding are set out in note 18 of these annual financial statements.

Retirement of directors

There were no retirement of directors during the year under review.

Retirement by rotation of directors

There were no director retirements by rotation during the year under review.

Appointments and resignations

There were no director appointments and resignations during the year under review.

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MTN International Proprietary Limited

(Reg. No. 1998/002351/07)

Directors' report (continued)

for the year ended 31 December 2023

Company indemnity disclosure

In accordance with paragraph 28.1 of the Company's MOI, every director of the Company shall be indemnified by the Company against all costs, losses and expenses which such director may incur in the discharge of his duties. The extent of the indemnity is stated below:

The directors of the Company including the prescribed officers (whom fall within the definition of director in terms of Section 78 of the Companies Act) (directors), are hereby indemnified in respect of any liability arising other than contemplated in Section 78(6) of the Companies Act, and the Company will advance the director's reasonable expenses to defend litigation in any proceedings arising out of the director's service to the Company and hereby indemnify the directors in respect of such expenses subject to the provisions of Section 78(8) of the Companies Act.

Interests of directors and prescribed officers

Details of the interests of directors and prescribed officers are provided in note 18 of these annual financial statements.

Internal financial controls

During the year under review, the Board, through the Audit Committee, assessed the results of the formal documented review of the Company's system of internal controls and risk management, including the design, implementation and effectiveness of the internal financial controls conducted by internal audit and considered information and explanations given by management and discussions with the external auditor on the results of their audit. Although certain weaknesses in financial controls, whether in design, implementation or execution were identified, 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.

Auditors

EY served as the auditors in accordance with section 90 of the Companies Act for the 2023 financial year. The audit committee reviewed the independence of the auditors during the period under review and satisfied itself that the auditors were independent of the Company.

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EY	Ernst & Young Incorporated
102 Rivonia Road	Co. Reg. No. 2005/002308/21
Sandton	Tel: [phone]
Private Ba X14	Fax: [phone]
Sandton	Docex 123 Randburg
2146	ey.com

INDEPENDENT AUDITOR'S REPORT TO THE SHAREHOLDERS OF MTN INTERNATIONAL PROPRIETARY LIMITED

Opinion

We have audited the financial statements of MTN International Proprietary Limited ('the Company') set out on pages 10 to 43, which comprise the Statement of Financial Position as at 31 December 2023, and the Statement of Profit or Loss and Other Comprehensive Income, Statement of Changes in Equity and Statement of Cash Flows for the year then ended, and Notes to the Financial Statements, including a summary of significant Accounting Policies.

In our opinion, the financial statements present fairly, in all material respects, the financial position of MTN International Proprietary Limited as at 31 December 2023, and its financial performance and cash flows for the year then ended in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board and the requirements of the Companies Act of South Africa.

Basis for Opinion

We conducted our audit in accordance with International Standards on Auditing (ISAs). Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Separate Financial Statements section of our report. We are independent of the company in accordance with the Independent Regulatory Board for Auditors' Code of Professional Conduct for Registered Auditors (IRBA Code) and other independence requirements applicable to performing audits of financial statements in South Africa. We have fulfilled our other ethical responsibilities in accordance with the IRBA Code and in accordance with other ethical requirements applicable to performing audits in South Africa. The IRBA Code is consistent with the corresponding sections of the International Ethics Standards Board for Accountants' International Code of Ethics for Professional Accountants (including International Independence Standards). We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Other Information

The directors are responsible for the other information. The other information comprises the information included in the 43- page document titled Annual financial statement for the year ended 31 December 2023, which includes the Directors' Report as required by the Companies Act of South Africa. The other information does not include the financial statements and our auditor's report thereon.

Our opinion on the financial statements does not cover the other information and we do not express an audit opinion or any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements, or our knowledge obtained in the audit, or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of the Directors for Financial Statements

The directors are responsible for the preparation and fair presentation of the financial statements in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board and the requirements of the Companies Act of South Africa, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

A member firm of Ernst & Young Global Limited.

A comprehensive list of all Directors is available on the company website or registered office.

Chief Executive: Ajen Sita

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Auditor's Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with ISAs, we exercise professional judgement and maintain professional scepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company's internal control.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors.
• Conclude on the appropriateness of the directors' use of the going concern basis of accounting and based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the company to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with the directors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

Ernst and Young Inc.

Director: Morkel Pienaar

Registered Auditor

Chartered Accountant (SA)

29 April 2024

Johannesburg, South Africa

A member firm of Ernst & Young Global Limited.

A comprehensive list of all Directors is available on the company website or registered office.

Chief Executive: Ajen Sita

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