MTN POSITION STATEMENT

Whistle-blowing

Introduction

At MTN, we conduct business ethically to uphold our brand’s reputation. Our sustainability depends on each of us accepting personal responsibility and behaving ethically. MTN employees and associated parties are often in a good position to identify concerns regarding misconduct or breaches of any MTN-related policies, processes and procedures or any applicable law. We encourage our employees and partners to share your concerns promptly and in good faith. We know it takes courage to come forward and share concerns.

Purpose

• Encourage employees and associated parties to speak up and report conduct that they, in good faith, believe violates laws, regulations or internal processes.
• 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 avenues for employees and associated parties to raise those concerns and receive feedback on any action taken.

MTN’s approach

The following globally defined standards guide MTN:

• United Nations Global Compact Principles.
• The United Nations Universal Declaration on Human Rights.
• International Covenant on Civil and Political Rights United Nations.
• International Covenant on Economic, Social and Cultural Rights United Nations.
• Declaration on Fundamental Principles and Rights at Work - International Labour Organization.
• King IV Code on Corporate Governance.
• Global Reporting Initiative Sustainability Reporting Standards.

MTN’s whistle-blowing approach

• MTN is committed to conducting its business in an ethical, transparent, accountable, and fair manner, in line with our values and mission, and in compliance with the legislation and regulations of the jurisdictions in which MTN operates, including the rules and requirements of our stock exchange listings
• We have zero tolerance towards bribery and corruption and are committed to ethical conduct. As such, employees and associated parties are encouraged to report any conduct that violates laws, regulations, or internal policies/processes.
• Our Code of Conduct encourages employees and suppliers to report suspicions of misconduct or impropriety as long as it is done in good faith. We will ensure the environment is conducive for employees to report by creating trusted, transparent and confidential channels.
• MTN provides a conducive environment for confidential and anonymous reporting to ensure no retaliation of any kind against anyone who makes a good-faith report about possible misconduct or legal violations. Regardless of whom our employees and associates report misconduct to, they can be confident that their concerns will be handled promptly and appropriately.
• MTN adheres to the Protected Disclosures Act of 2000, which protects whistle-blowers. The Act outlines the responsibility of the employer and employees to disclose criminal and other irregular conduct in the workplace. Every employer is responsible for taking all necessary steps to ensure that employees who disclose such information are protected from any reprisals because of such disclosure.

Key principles of MTN’s Whistle-blowing Policy

• We undertake to protect our employees and associated parties against any occupational detriment or retaliation where disclosure was made in good faith, in accordance with the reporting procedures and was not made for personal gain or malicious intent.
• We endeavour to take all necessary steps and precautions to protect and keep all disclosures or transgressions confidential, as well as the identity of employees and associated parties reporting conduct or concerns, including implicated individuals and/or third parties.
• We offer reasonable personal protection to employees and associated parties and persons living in the same household of the reporting employee or associated party, should the need arise, as determined and authorised by the MTN Group Executive Internal Audit and Forensic Services.
• As required by MTN, and where no other legally permissible prohibition exists, any employee or associated party reporting conduct or concerns is required to abide by the confidentiality of information in terms of any disclosure or transgression reported to MTN and via the whistle-blowing facility.
• We strictly prohibit retaliation of any kind against anyone for reporting or supplying information about violations or potential violations of MTN’s related policies or procedures.
• We understand the importance of having proper procedures and facilities to report misconduct or impropriety. We view this as a proactive step in limiting the risk to our organisation.
• Employees and partners who wish to report or disclose any information relating to any transgression anonymously may do so using the whistle-blowing facility, which allows reporting or disclosure via email, phone, free post or the website.

Reporting misconduct

• All disclosures or transgressions are reported to the Management Committee’s Internal Audit and Forensic Services or the operating company’s Internal Audit and Forensic Services, direct line management, executive management, or the whistle-blowing facility.
• MTN acquired the services of an independent external service provider to facilitate the whistle-blowing line on behalf of MTN. The whistle-blowing facility is known and advertised internally as the MTN whistle-blowing hotline Tip-offs Anonymous.
• Disclosures can be made to Tip-offs Anonymous by utilising any of the following methods of communication, 24 hours a day, seven days a week, 365 days a year:
  Email address: anonymous@tip-offs.net
  Website: https://www.tip-offs.com
  Free post: Tip-offs Anonymous, Free Post, KZN 138, Umhlanga Rocks, 4320, KwaZulu-Natal, South Africa
  Call number: +27 83 123 7867 (SA only) complemented by country-specific numbers outside of South Africa
  Languages: Available in multiple languages across our footprint

What should be reported?

Any serious concerns on or about any aspect of MTN business or the conduct of employees and associated parties can be reported under this policy. This may include conduct that is:

• Unlawful, fraudulent, or corrupt.
• Against, or fails to comply with, MTN guidelines, procedures, values, policies, codes of conduct and legal obligations.
• Improper conduct.
• Constitutes sexual, physical, or emotional abuse of employees/associated third parties.
• Endangers the health and safety of any individual.
• Unfair discrimination, as defined in the Employment Equity Act and Promotion of Equality and Prevention of Unfair Discrimination Act.
• An attempt to cover up any of the above.

Whistle-blowing procedure for MTN employees and associated parties

1. Although people who report are not expected to prove beyond doubt the truth of an allegation, we request them to demonstrate that there are reasonable grounds for their concern raised. Include evidence to support the allegation (e.g., documentation, communication records, invoices, etc.). If the person possesses any evidence – or is aware of any other evidence and where it can be located – the details should be provided to assist with the investigation.

Roles and responsibilities

• Our Board, through the Audit Committee, oversees the Group’s actions and performance regarding whistle-blowing.
• The Group's Executive Committee implementation and identifying, addressing, and remedying whistle-blowing matters, driven by the Group Internal Audit and Forensic function, in line with the MTN’s policy.

Applicability and transparent reporting

• Our Whistle-Blowing 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 whistle-blowing, that each supplier of products or services must comply with.
• We are committed to transparency and disclosure regarding whistle-blowing at MTN.

Communication and training

MTN’s Whistle-blowing 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.