MTN : FY 23 Integrated Report

Inside this report

1. How the Board transformed our values into actions

1. Our Executive Committee

1. Remuneration Report

1. Independent assurance practitioner's limited assurance report

1. Glossary
2. Administration

Our primary communication to stakeholders aims to help them make informed assessments of our performance and prospects, strategic direction and the value we create through our activities. It provides a forward looking perspective on MTN's financial and non-financial performance, encompassing strategy, risks and opportunities, targets and governance.

Sustainability reporting

The following suite of reports provides information on MTN's strategy and performance related to sustainability issues with potential impact on our organisation, society and the environment. The reports detail MTN's environmental and social policies, governance, strategies, risks and opportunities. The reports also provide detailed performance data on a wide range of ESG metrics and targets. MTN's sustainability disclosures are structured and informed by the voluntary Global Reporting Initiative (GRI) Standards (2021) and the International Financial Reporting Standards (IFRS) Sustainability Disclosure Standards (IFRS S1 and IFRS S2), which have fully integrated the Task Force on Climate-Related Financial Disclosures (TCFD) guidance. The reports detail MTN's policies, governance strategies, risks and opportunities relating to sustainability considerations.

These reports include an analysis of the Group's financial results, a five-year review, and MTN's approach to handling uncertain tax positions. They provide insight for current and prospective investors, employees, creditors, analysts and other stakeholders. They disclose details of MTN's income statement, financial position, cash flows, performance per share, as well as key non-financial information.

AFR

Information for shareholders

Regulatory and reporting frameworks used:†

The Notice of AGM and form of proxy give information to shareholders who want to participate in the Group's Annual General Meeting (AGM).

This provides a summary of the application of the King IVTM principles by MTN Group Limited and Mobile Telephone Networks Holdings Limited.

About this report

This Integrated Report is MTN Group Limited's primary communication to all stakeholders and provides a comprehensive yet concise view of the Group.

It endeavours to enable readers to make an informed assessment of our performance, prospects and the value we seek to create and preserve through our activities.

Reporting boundary for this report (risks and opportunities, outcomes)

The structure of this report, dated 29 April 2024, draws on the Integrated Reporting Framework. The 2022 Integrated Report was published on 26 April 2023.

Certain information presented in this report, including constant currency financial information, constitutes pro forma financial information. Certain non-financial information has been assured by Ernst & Young and is identified by LA . The Limited Assurance Report is on page 146.

Supplementary information is on our website in associated reports, the icons of which are on page 02.

Changes in reporting and enhancements

For this report, we made the following enhancements:

• Additional context on our enhanced materiality determination process.
• Further detail on our performance against the constituents of our strategic priorities.
• More granular background of specific market context information on our three regions.
• Our milestones over the last 30 years.
• Streamlined the duplication and enhanced cross referencing throughout the reports, including embedding hyperlinks to the website.
• Provided more information on how the Board transformed our refreshed values into action.

Basis for preparation

Our report reflects integrated thinking at MTN: it is prepared by the Investor Relations team, reporting to the MTN Group Chief Financial Officer. In determining its content, we assess the annual business plan, Ambition 2025, the issues that materially impact our ability to create and preserve value, as well as those that could erode value.

We also draw on monthly standardised reports prepared by management across the Group and submitted to the Board of Directors. These comprehensive updates include details of our operating context, our strategic performance, our stakeholder

engagements, as well as risks and opportunities. The is reviewed by the Executive Committee and then presented to the Audit Committee for review, before being recommended to the Board of Directors.

In line with our commitment to comprehensive, reliable and transparent reporting, the process we follow in the preparation of our IR is robust - and encompasses numerous checks and balances, in consultation with our Board, our senior management, our sponsors and our auditors. We also obtain limited assurance on selected non-financial data.

Financial reporting entity (control and significant influence)

MTN Group Limited

(see our portfolio, page 09)

Stakeholders (see page 35)

Scope and boundary

The material matters and our Ambition 2025 strategy form the anchor of the report, which explains who we are and where we operate, the context in which we work, our governance and business model, our strategy and investment case, our risks and opportunities, as well as our operational and financial performance for the period 1 January to 31 December 2023. Financial data from our subsidiaries and non-financial data from subsidiaries, associates, and joint ventures are fully consolidated.

The report gives commentary, performance and prospects for our material subsidiaries: MTN South Africa and MTN Nigeria, as well as for our three operating regions:

• SEA - Southern and East Africa.
• WECA - West and Central Africa.
• MENA - Middle East and North Africa.

Details of listed operating companies (Opcos) MTN Nigeria, MTN Ghana, MTN Uganda and MTN Rwanda are in their separate integrated reports online . The reports for MTN Nigeria and MTN Ghana have been released. MTN Uganda's report will be published before end-April 2024, and MTN Rwanda's is due for release by end-May 2024.

We consider the outlook over three time horizons:

• The short term (less than three years).
• The medium term (three to five years).
• The long term (beyond five years).

Materiality

Material matters are those factors that could substantially affect the delivery of our strategy, our profitability and our sustainability and therefore influence our ability to create and sustain value for our stakeholders. Informed by recent developments in global disclosure standards and frameworks, we have adopted 'double materiality' across our suite of annual reports.

Material matters which meet the criteria for double materiality are those that fall within the impact materiality and financial materiality. These matters are likely to influence the value, timing and certainty of MTN's future cash flows across the short, medium

and long term. Our also unpacks financially material impacts resulting from ESG risks and opportunities.

• Impact materiality: refers to significant impacts on individuals, society and the environment.
• Financial materiality: captures the impacts on the Group's value and cash flow, including events during the financial year and those that are integrated into prospective cash flow projections.

We have sought to ensure that all the information in

this will help readers assess MTN's value creation.

The outcomes of our 2023 materiality determination process are on page 23.

We report with reference to the following standards and frameworks

The Integrated Reporting Framework

Companies Act, No 71 of 2008 (as amended)

JSE Listings Requirements

FTSE/JSE Responsible Investment Index

King IV™^ Principles

International Financial Reporting Standards (IFRS)

UN GRI

JSE Sustainability Disclosure Guidance

Global System for Mobile Communications

Association (GSMA) ESG Metrics

Sustainability Accounting Standards Board (SASB) Telecommunication Services industry

UNSDGs

UN Global Compact (UNGC)

UN Guiding Principles on Business and

Human Rights

CDP

IFRS® Sustainability Disclosure Standard

IFRS® Climate-related Disclosures

30 years

of value creation

1994

After securing one of South Africa's two 'national cellular radio telephony service' licences in September 1993, MTN began building a network in January, eight months after the state-owned competitor. Within six months the two were on par. Launched commercial operations on 1 June.



1997

Began our international expansion.

Introduced SIM-only packages.

1998

Created MTN International in February.

Acquired licences in Uganda, Rwanda and Swaziland, HM King Mswati III making the first cellular call in the kingdom, on his birthday.

Became the first cellular network in Africa to get ISO 14001 rating for environmental management and ISO 9002 for customer service.

1999

Reached 2m subscriber mark in South Africa.

Network quality tests confirmed that MTN was best in SA.

2000

Launched the 'Call Me' concept and 'MyChoice TopUp'.

Acquired Camtel Mobile in Cameroon, rebranding it MTN Cameroon.

Became first in Africa to launch High Speed Circuit Switched Data technology (allowing data transfer at up to six times the normal rate).

2001

Won a licence in January in Nigeria, which at the time had just 700 000 fixed and 22 500 cellular lines for its 120m people. Launched commercial services in August.

Launched MTN SA Foundation to manage social investment projects. Foundation inaugurated by former President Nelson Mandela.

2003

Group subscribers topped 7m - a 42% year-on-year increase.

Reached 1m active subscribers in Nigeria.

Launched MTN special greeting Y'ello

2004

Revenue of R29bn

- a 21% increase.

MTN International contribution to turnover topped 35% (from 18.9% in 2002).

2005

Bought 49% of Irancell.

Bought 44% of Mascom in Botswana.

Acquired licence in

Côte d'Ivoire.

Bought 100% of Libertis in

Congo-Brazzaville.

Completed purchase of Telecel in Zambia.

Became one of first operators in Africa to offer 3G.

2006

Shareholders approved purchase of Dubai-based Investcom in US$5.5bn deal, expanding MTN's presence across Africa and the Middle East to 21 countries from 11.

Pledged US$65m for 2010 FIFA World Cup, making MTN the only African global sponsor.

Launched employee volunteer programme 21 days of Y'ello Care.

2002

Changed name to MTN Group Ltd from M-Cell Ltd

Became the first operator in Africa to offer General Packet Radio Services (GPRS).

MTN Nigeria subscribers hit

500 000 in the year after launch.

2007 

Revenue up 42% to

R73bn.

Subscriber

numbers

topped 54m.

2008 2009

2010

2011

2012

2013

Subscriber base reached 91m, up 48% from the previous year.

Revenue rose 40% to R102bn.

Subscribers topped 116m, grew market share in all but one of 21 operations.

Launched MTN

Mobile Money in Ghana and Côte d'Ivoire.

2010 FIFA World Cup in

South Africa.

At R8.1bn, MTN Zakhele transaction was the biggest broad-based black economic empowerment (B-BBEE) deal in SA telecoms.

Reached 164m subscribers.

Established Group Social and Ethics Committee.

Civil unrest in several markets and difficulties in repatriating cash.

The launch of the US$650m West Africa Cable System, increasing broadband capacity. MTN was its biggest investor.

Unveiled a new vision:

To lead the delivery of a bold new Digital World.



MTN Nigeria disconnected 3.2m as part of subscriber registration process.

R30bn capital expenditure (capex) included 4 400 3G sites and 5 161 2G sites.

2014

Voted the most

valuable and most

admired brand in Africa, for the first time.

Mobile Money (MoMo) subscribers up 50%.

2015

The Nigerian Communications Commission (NCC) imposed US$5.2bn fine on MTN Nigeria for not meeting the deadline to disconnect unregistered SIMs; 6.7m disconnections in Nigeria.

MTN Nigeria acquired 4G spectrum.

2016

Negotiated down to

US$1bn the MTN Nigeria fine for not disconnecting SIMs by deadline.

In Nigeria, MTN was classified as a "dominant operator".

2017

Launched BRIGHT strategy.

• Best customer experience
• Returns and efficiency focus
• Ignite commercial performance
• Growth through data and digital • Hearts and minds
• Technology excellence

Articulated our belief that everyone deserves the benefits of a modern connected life.

2018

Listed MTN Ghana.

Greater focus on fintech and digital

opportunities.

Launched CHASE framework to boost lower-income rural access to the internet.



2019

Listed MTN Nigeria.

Recorded US$96bn in mobile financial transactions - 9 200 per minute

Launched in 12 markets

2020

COVID-19 - MTN reported 10 staff deaths and launched the global staff emergency fund.

10% of staff were in the office.

Launched #WearItForMe campaign and Y'ello Hope with a R1.2bn value.

2021

Listed MTN

Rwanda and MTN Uganda

Launched the Ambition 2025 strategy.

Donated US$25m to AU's COVID-19 vaccination programme for health workers.

Launched #OneMorePush campaign.

Exited Yemen and Syria.

2022

We refreshed our brand Total subscribers topped

289m, with 137m active data users as usage rose by a third.

Economic value add up at R149bn from R119bn.

2023



Named #1 African brand doing good for people and the planet, with leading sustainability perceptions value.

Build the largest and most valuable platforms

Drive industry- leading connectivity operations

Create shared value

Accelerate portfolio transformation

MTN achieved an

10.9%^

reduction in Scope 1 and 2 emissions from base-year emissions (excluding MTN SA whose performance is impacted by the IHS transaction)

^Reflects quarter 4 adjustments.

28%

women in leadership

Enabled internet

access to

150m

(2022: 137m)

active data users

Maintained female

representation at

40%

Facilitated financial

inclusion to

72ms

(2022: 69m)

active MoMo users

Empowered

17 569

MTNers

Extended digital

inclusion to

36m

(2022: 22m)

ayoba users

Connected

295m

(2022: 289m)

subscribers

Provided broadband coverage to

89.2%

(2022: 88%)

of the population

Added economic value of

~R159bn

(2022: R149bn)

across our markets