MTN : Conflicts of Interest Register - April 2024

APRIL 2024

MTN GROUP

CONFLICTS OF INTEREST REGISTER:

APRIL 2024

In terms of paragraph 7.6 of the JSE Debt Listings Requirements, the actual and/or potential conflicts of interests and personal financial interests declared by Mobile Telephone Networks Holdings Limited's board members and management.

Mobile Telephone Networks Holdings Limited ("MTN Holdings") is a wholly owned subsidiary of MTN Group Limited ("MTN"). MTN's conflicts of interest policy applies to MTN Holdings and other members of the MTN group of companies (the "Group").

The Group's conflicts of interest management framework guides operations on implementing processes, procedures and internal controls to ensure all employees and directors are aware of their duties and responsibilities to avoid any imminent conflict of interest, identify present conflicts of interest, and to ensure disclosure and management of existing or potential conflicts of interest.

All actual or potential conflicts of interest in respect of an individual must be disclosed to the Group in writing and must include the disclosure of all relevant ownership or financial interests that the representative has or is eligible for, and the nature of any relationship or arrangement with a third party that gives rise to a conflict of interest within the context of their employment with the Group. The framework also deals with the issues around human resources and employment procedures to guard against nepotism and favouritism. To manage conflict of interest matters, all directors and employees are required to declare their interests on an annual basis. Records will be stored and maintained accordingly. Senior leadership authorisation and approval processes are followed when conflicts of interest are declared. All breaches are dealt with through internal disciplinary processes.

The conflicts of interest policy is available on MTN's corporate website at https://www.mtn.com/investors-shareholders/?tablink=debt-and-funding-updates

CONFLICTS OF INTEREST REGISTER: MTN GROUP

as of April 2024

Full Name

Capacity

Directorships

Declared Conflicts

Description of Nature and

Extent of Conflict

Shaygan

Director

Group entities:

- A director of various Group companies, who are

- Group companies

Kheradpir

-

MTN Group Limited

related, or interrelated persons as

may have a

contemplated in section 75 of the Companies

'personal financial

-

Mobile Telephone

Act, 2008.

interest' in matters

Networks Holdings Ltd

approved or to be

-

MTN International (Pty)

approved by the

relevant board.

Ltd

Other directorships:

• Aura Networks US
• Live Earth
• Pivotal Commware
• Federated Wireless
• Eliyan
• Untether AI
• Source Code
• Red River
• Cerberus Capital

2

Sensitivity: MTN Internal

Full Name	Capacity		Directorships			Declared Conflicts		Description of Nature and
										Extent of Conflict
							- Restrictions related to sanctioned countries	-	As an American
										citizen and in
										accordance to the
										laws of his
										country, Shaygan
										cannot consider
										matters relating to
										sanctioned
										countries. Iran is
										one of MTN's
										OPCOs and
										therefore, he
										cannot be part of
										any discussions
										relating to MTN
										Irancell.
Nkululeko Sowazi	Director		Group entities:			- A director of various Group companies, who are		-	Group companies
			-	MTN Group Limited			related, or interrelated persons as			may have a
					contemplated in section 75 of the Companies			'personal financial
			-	Mobile Telephone			Act, 2008.			interest' in matters
				Networks Holdings Ltd						approved or to be
			- MTN International Pty Ltd						approved by the
								relevant board.
			Other directorships:
			-	TIH Africa Ltd
			-	Grindrod Limited
			-	Home Loan Guarantee
				Company NP
										3

Sensitivity: MTN Internal

Full Name	Capacity	Directorships	Declared Conflicts	Description of Nature and
				Extent of Conflict

• Housing for HIV
• HFGAre
• HFGA
• YomanE Inc Bahamas
• YomanE
• YomanE Mauritius
• HFGA Investment Limited Seychelles
• AGTS Bahamas
• Idwala Industrial Holdings Pty Ltd
• IQ Business
• Bayport Financial Services 2010 (Pty) Ltd
• The One SP
• EWF Partners
• Westrate Trade and Investment
• Immunotek
• Kahma Group
• Botswana Ash
• Main Street 1388
• TCI Tiso

4

Sensitivity: MTN Internal

Full Name	Capacity		Directorships		Declared Conflicts		Description of Nature and
								Extent of Conflict
			-	Tiso Skills Fund
			-	Tiso Investments
				Holdings (Pty) Ltd (RF)
			-	Sappi Limited
			-	Bud Chemicals and
				Minerals
			-	The Foschini Group
Stanley Miller	Director		Group entities:		- A director of various Group companies, who are		- Group companies
		-	MTN Group Ltd		related, or interrelated persons as		may have a
			contemplated in section 75 of the Companies		'personal financial
		-	Mobile Telephone		Act, 2008		interest' in matters
				Networks Holdings Ltd				approved or to be
			- MTN International Pty Ltd				approved by the
						relevant board.
			Other directorships:
		-	Leaderman NV Belgium
				Ltd
		-	Leaderman Luxembourg
				SARL
			- ULS BVBA Belgium Ltd
			- AIH SPF S.A Luxemburg

5

Sensitivity: MTN Internal

Full Name	Capacity		Directorships			Declared Conflicts			Description of Nature and
										Extent of Conflict
Ralph Mupita	Director		Group entities:			- A director of various Group companies, who are			- Group companies
			-	MTN Group Ltd			related, or interrelated persons as			may have a
					contemplated in section 75 of the Companies			'personal financial
			-	Mobile Telephone			Act, 2008			interest' in matters
				Networks Holdings Ltd						approved or to be
			- MTN International Pty Ltd						approved by the
								relevant board.
			-	Mobile Telephone
				Networks (MTN SA) (Pty)
				Ltd
			-	MTN Group Management
				Services (Pty) Ltd
			-	MTN Nigeria
				Communications Ltd
			-	MTN Dubai Limited
			-	Mobile Telephone
				Networks (NIC) B.V Pty
				Ltd
			- Group Fintech B.V (14th
				Avenue Holdings B. V)
			-	Mobile Telephone
				Networks Business
				Solutions Propriety
				Limited
			-	Mobile Telephone
				Network Netherlands B.V
				Ltd

6

Sensitivity: MTN Internal

Full Name	Capacity	Directorships		Declared Conflicts		Description of Nature and
							Extent of Conflict
		-	MTN Group Fintech
			Proprietary Limited
		-	AYO Holdings
		Other directorships:
		-	Rupinda Family Trust
		-	Rupinda Properties (Pty)
			Ltd
		-	Principals Academy Trust
		-	Harvard Business School
			Africa Advisory Board
		-	UCT Engineering and
			Built Environment
			Advisory Board
		-	World Economic Forum
			Edison Alliance
		-	Broadband Commission
			for Sustainable
			Development
Mcebisi Jonas	Director	Group entities:		- A director of various Group companies, who are		- Group companies
		-	MTN Group Ltd		related, or interrelated persons as		may have a
			contemplated in section 75 of the Companies		'personal financial
		-	Mobile Telephone		Act, 2008		interest' in matters
			Networks Holdings Ltd				approved or to be

7

Sensitivity: MTN Internal

Full Name	Capacity		Directorships			Declared Conflicts			Description of Nature and
										Extent of Conflict
		-	MTN International Pty Ltd					approved by the
										relevant board.
			Other directorships:
		-	Northam Platinum Ltd
			- RAM Hand Couriers Pty
				Ltd
		-	Ntiso Investment
				Holdings Pty Ltd
		-	Centre for Change
		-	Khwela Capital
			- Nimble Group Pty (Ltd)
		-	APEX Fund Services
				HoldCo SA
Khotso Mokhele	Director		Group entities:			- A director of various Group companies, who are			- Group companies
			-	MTN Group Ltd			related, or interrelated persons as			may have a
					contemplated in section 75 of the Companies			'personal financial
			-	Mobile Telephone			Act, 2008			interest' in matters
				Networks Holdings Ltd						approved or to be
			- MTN International Pty Ltd						approved by the
								relevant board.
			Other directorships:
			-	Delta Zero Corporation
				(Pty) Ltd

8

Sensitivity: MTN Internal

Full Name	Capacity	Directorships		Declared Conflicts		Description of Nature and
							Extent of Conflict
		-	Kenosi Investment
			Holdings
		-	Seasoned Capital
		-	AECI Limited
		-	Hans Merensky Holdings
			1
		-	Hans Merensky Legacy
			Foundation
		-	Westfalia Fruit
			International Limited
		-	Hans Merensky
			Foundation SPBV
		-	Merensky Timber
		- 821 Wendywood Ext 2 CC
		-	Industrial Marketing
			Corporation of South
			Africa (Currently Non-
			Operating)
Vincent Rague	Director	Group entities:		- A director of various Group companies, who are		- Group companies
		-	MTN Group Ltd		related, or interrelated persons as contemplated		may have a
			in section 75 of the Companies Act, 2008		'personal financial
		-	Mobile Telephone				interest' in matters
			Networks Holdings Ltd				approved or to be
							approved by the
							relevant board.

9

Sensitivity: MTN Internal

Full Name	Capacity	Directorships	Declared Conflicts	Description of Nature and
				Extent of Conflict

Other directorships:

• UAP/Old Mutual Holdings Ltd
• Jambojet Limited

				-	Restrictions related to sanctioned countries.	-	As an American
					(US Citizen)		citizen and in
							accordance to the
							laws of his
							country, Vincent
							cannot consider
							matters relating to
							sanctioned
							countries. Iran is
							one of MTN's
							OPCOs and
							therefore, he
							cannot be part of
							any discussions
							relating to MTN
							Irancell.
Lamido Sanusi	Director	Group entities:	-	A director of various Group companies, who are	-	Group companies
		-	MTN Group Ltd		related, or interrelated persons as contemplated		may have a
			in section 75 of the Companies Act, 2008		'personal financial
		-	Mobile Telephone				interest' in matters
			Networks Holdings Ltd				approved or to be

10

Sensitivity: MTN Internal