MTN POSITION STATEMENT

Fraud

Introduction

MTN is committed to high ethical, moral, and legal standards, including accountability, transparency, fairness, responsibility, and integrity. We avoid the negative effect of fraud in relation to revenue and profits, retention of customers, MTN’s reputation, and operational efficiency of the business, and we create a zero-tolerance fraud culture and environment within MTN by identifying potential fraud risks and effectively responding to reported fraud incidents.

Purpose

• Encourage employees and associated parties to speak up and report conduct that they, in good faith, believe violates laws, regulations, or internal policies, processes and procedures.
• Encourage employees and associated parties to raise serious concerns at the earliest opportunity and question and act upon concerns about unethical work practices. Ensure employees and associated parties understand their responsibility for reporting concerns.
• Provide a secure platform where employees and associated third parties may anonymously report concerns.
• Forbids retaliation against and victimisation of whistle-blowers.

MTN’s approach

The following globally defined standards guide MTN:

• King IV Code of Corporate Governance
• United Nations Global Reporting Initiative (GRI) Universal Standards – GRI 205: Anti- corruption.

MTN’s approach to fraud

Our expectations and requirements for the prohibition, recognition, reporting and investigation of suspected fraud, corruption, misappropriation, and other similar irregularities are clearly defined.

Employees are encouraged and required to raise their concerns and report wrongdoing within the workplace. The whistle-blowing facility provides a safe facility for employees and other stakeholders to report fraud, misconduct, illegal activities, or other irregularities. It is operated independently by an outsourced service provider accredited by the Ethics Institute and is governed by the MTN Group Whistle-blowing Policy. The MTN Group Whistle-blowing Policy forbids retaliation against and victimisation of whistle- blowers.

In all reasonable circumstances, we expect each employee to assist and co-operate in all investigative processes and other procedures to prevent, detect, and eradicate fraud. We further view it as the responsibility of all employees to carry out their work in such a way as to prevent fraud from occurring in the workplace. Employees must also be alert for occurrences of fraud, be aware that unusual transactions or behaviours could be indications of fraud and report potential incidences of fraud. We expect our employees to always be guided by our Conduct Passport to remain ethical.

MTN’s key fraud principles

• All employees are obliged to act in the best interests of MTN.
• There are internal controls and mechanisms in place to address fraud and other acts of wrongdoing perpetrated by any employee, suppliers, vendors, contractors, consultants and agents acting on behalf of MTN.
• Maladministration, corruption, fraud, theft, cybercrime, money laundering, financing of terrorism or other dishonest activities of similar nature are not tolerated.
• We do not tolerate any dishonest, fraudulent, or corrupt act; theft of funds, supplies, or other assets; maladministration or financial misconduct in handling or reporting of money, financial transactions, or other assets; making a profit from insider knowledge; disclosing confidential or proprietary information to outside parties.
• We do not permit the unauthorised accepting, requesting, offering, or giving of anything of material value to or from contractors, suppliers or other persons providing services/goods to the department.
• Irregular destruction, removal or abuse of records, furniture and equipment is unacceptable.
• Blackmail or extortion; money laundering and terrorist financing; criminal activities carried out using computers or the internet specifically targeted at MTN (cybercrime); any similar or related irregularity; and deliberately omitting or refusing to report or act upon reports of any such irregular or dishonest conduct are not permitted.
• We strive to protect whistle-blowers against retaliation and victimisation.

Roles and responsibilities

• Our Board, through the Group Audit Committee, oversees the Group’s actions and performance regarding fraud.
• The Group's Executive Committee is responsible for policy implementation and identifying, addressing, and remedying fraud risks, driven by the Group Internal Audit and Forensic Function, in line with the MTN’s policy.

Applicability and transparent reporting

• Our fraud policy applies to all our directors, officers, employees, and representatives of the Company, whether permanent, temporary or on contract.
• We expect our intermediaries, agents, contractors, suppliers, and business partners to uphold the same standards.
• Our Supplier Code of Conduct outlines the minimum standards, including fraud, that each supplier of products or services must comply with.
• We are committed to transparency and disclosure regarding fraud at MTN.

Communication and training

• MTN’s Fraud Policy is shared with all employees of MTN’s operating entities, subsidiaries and partners. The policy is translated into local languages as required. Detailed training is provided to employees and partners on an annual basis.