MTN : South Africa - FY23 - AFS

Mobile Telephone Networks Proprietary Limited

(Registration number: 1993/001436/07)

Company Annual Financial Statements

For the year ended 31 December 2023

The Company annual financial statements were audited in terms of the Companies Act 71 of 2008.

The Company's annual financial statements were prepared by the Company's Finance team under the guidance of the acting General Manager - Financial Operations, Vim Zama CA (SA) and under the supervision of the Chief Financial Officer, Dineo Molefe CA (SA).

Mobile Telephone Networks Proprietary Limited

Table of Contents

Company information	2
Statement of directors' responsibility	3-4
Certificate by the company secretary	5
Audit committee report	6-9
Directors' report	10-11
Independent auditor's report	12-14
Statement of comprehensive income	15
Statement of financial position	16
Statement of changes in equity	17
Statement of cash flows	18
Notes to the annual financial statements	19-116

1

Mobile Telephone Networks Proprietary Limited

Company information

		Date of appointment
Directors	: MJ Harper (Chairman)	01 July 2016
	CS Molapisi (Chief Executive Officer)	01 January 2022
	D Molefe (Chief Financial Officer)	01 November 2020
	MJ Bosman	01 July 2016
	SA Fakie	11 April 2013
	N Khan	11 February 2021
	T Leoka1	01 October 2019
	TBL Molefe	01 October 2021
	FJ Moolman	01 April 2021
	RT Mupita2	03 April 2017
	PD Norman	08 March 2016
	R Ramashia	01 April 2021
	J Schulte-Bockum3	28 February 2017
	SA Zinn	01 July 2018

1. Director resigned on 23 January 2024.
2. Zimbabwean
3. German

Company Secretary	: MMF Rantofi	01 August 2022
Registered office	:	216 14th Avenue
		Fairland
		2195
Registered Auditor	: Ernst & Young Inc. (EY)
Bankers	: Standard Bank Limited of South Africa
		Barclays Bank
		ABSA Bank Limited
		Barclays Bank Plc
		First National Bank
		African Bank Limited
		Nedbank Limited
		Stanlib Asset Management Limited
		Investec Bank Limited
		Rand Merchant Bank
Legal service providers	: Bowman Gilfillan Inc.
		Edward Nathan Sonnenbergs Inc.
		Kgokong Nameng Tumagole Inc.
		Knowles Husain Lindsay Inc.
		Ledwaba Mazwai Attorneys Inc.
		SB Wotshela Attorneys
		Mashiane Moodley & Monama Inc.
		Mkhabela Huntley Adekeye Attorneys
		Webber Wentzel
		Werksmans Attorneys Incorporated
Issued date	:	05 April 2024

2

Mobile Telephone Networks Proprietary Limited

Statement of directors' responsibility

For the year ended 31 December 2023

The directors are responsible for the preparation, integrity, and fair representation of the annual financial statements of Mobile Telephone Networks Proprietary Limited ("the Company") in accordance with International Financial Reporting Standards (IFRS) and in accordance with the requirements of the Companies Act of South Africa. The annual financial statements of the Company presented on pages 1-116 have been prepared in accordance with the requirements of IFRS and the Companies Act and include amounts based on judgements and estimates made by management.

The directors consider that having applied IFRS in preparing the annual financial statements, they have used the most appropriate accounting policies, consistently applied, and supported by reasonable and prudent judgement and estimates, and that all IFRS that they consider to be applicable have been followed. The directors are satisfied that the information contained in the annual financial statements fairly presents the results of the operations for the year and financial position of the Company at year- end in accordance with IFRS and the requirements of the Companies Act of South Africa.

The directors have the responsibility for ensuring that all accounting records are kept. The accounting records disclose, with reasonable accuracy, the financial position, and results of the Company and enable the directors to ensure that the annual financial statements comply with relevant legislation.

The Company operates in an established control environment, which is documented and regularly reviewed. This incorporates risk management and internal control procedures, which are designed to provide reasonable, but not absolute assurance that assets are safeguarded and the risks facing the business are controlled. Nothing has come to the attention of the directors to indicate that any material breakdown in the functioning of these controls, procedures and systems has occurred during the year under review.

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 going concern basis has been adopted in preparing the annual financial statements. The directors have no reason to believe that the Company will not be a going concern in the foreseeable future, based on forecasts and available cash resources. These annual financial statements support the viability of the Company.

The Company's external auditor, Ernst & Young Inc, (EY) have audited the annual financial statements and their unqualified audit report is presented on pages 12 to 14.

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Mobile Telephone Networks Proprietary Limited

Statement of directors' responsibility (continued)

For the year ended 31 December 2023

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 the audit are valid and appropriate.

The Company's annual financial statements were prepared by the Company's Finance team under the guidance of the acting General Manager - Financial Operations, Vim Zama CA (SA) and under the supervision of the Chief Financial Officer, Dineo Molefe CA (SA).

The annual financial statements of the Company which appear on pages 1-116 were approved by the board of directors and are signed on its behalf by:

pp
___________________________	___________________________
CS Molapisi	D Molefe
Chief Executive Officer	Chief Financial Officer
05 April 2024	05 April 2024

4

Mobile Telephone Networks Proprietary Limited

Certificate by the company secretary

For the year ended 31 December 2023

In terms of the section 88(2)(e) of the Companies Act of 2008, I certify that, to the best of my knowledge, the Company has lodged with the Companies and Intellectual Property Commission (CIPC) for the year ended 31 December 2023, all such returns as are required of a private Company in terms of the Companies Act of 2008 and such returns are true, correct and up to date.

pp

___________________________

MMF Rantofi

Company Secretary

Fairland

05 April 2024

5

Mobile Telephone Networks Proprietary Limited

Audit committee report

For the year ended 31 December 2023

Report in terms of the Companies Act

The report provides an overview of the audit committee ("the committee") and its activities as well as appropriate information on how the committee has discharged its responsibilities. The committee is a statutory committee and performs duties as prescribed by the Companies Act as well as any other duties delegated by the board of directors. The committee has a majority of independent non-executive directors who are financially literate as recommended by the Companies Act.

The committee met four times during the year.

The Company's head of internal audit and forensics, head of risk and compliance and external auditor have unrestricted access to the committee and its chairman. The performance of the internal audit function is reviewed annually by the committee.

The performance and independence of the external auditors is regularly monitored by the committee and formally assessed annually. The audit partner is rotated every five years. The Company's auditor is appointed by the shareholders on the recommendation of the board and the audit committee. Both internal and external auditors attend all committee meetings. The executive directors attend committee meetings as permanent invitees.

Where required, the meetings of the committee are preceded by a session of the non-executive directors only and are concluded by a separate session with management and a separate session with the external auditors.

The committee has conducted its work over the year and discharged its responsibilities in terms of its terms of reference. The committee is pleased to present below its report in terms of section 94(7)(f) of the Companies Act of 2008 as amended, for the financial year ended 31 December 2023.

Execution of the functions of the audit committee

The committee has executed its duties and responsibilities in accordance with its terms of reference as they relate to the Company's accounting, internal auditing, internal control, and financial reporting practices. The committee performed the following activities during the year under review:

1.1 External audit

• Considered and satisfied itself with the independence and objectivity of the external auditor and designated registered auditor and ensured that the scope of non-audit services rendered did not impair their independence.
• Approved the non-audit-related services performed by the external auditor during the year in accordance with the policy established and approved by the board.
• Satisfied itself with the performance of the external auditor and designated registered auditor and further that they are accredited by the Independent Regulatory Board for Auditors (IRBA).

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Mobile Telephone Networks Proprietary Limited

Audit committee report (continued)

For the year ended 31 December 2023

Execution of the functions of the audit committee (continued)

1.1 External audit (continued)

• Satisfied itself that the designated registered auditor is within their tenure and rotation requirements.

The Company's external auditor for the year ended 2023 is Ernst & Young Inc. (EY). Fees paid to the auditor for the year under review are disclosed under Note 8 to the annual financial statements.

After assessing the requirements set out in section 94(8) of the Companies Act, the committee is satisfied with the independence and objectivity of the external auditor. The committee will recommend the appointment of Ernst & Young Inc. (EY) as external auditor in accordance with the MTN Group Limited rotation requirements at the next annual general meeting.

1.2 Financial statements, accounting practices and other financial matters

• Reviewed and approved the accounting policies and the annual financial statements of the Company for the year ended 31 December 2023, and based on the information provided to it, the committee considered that, in all material respects, they are appropriate and comply with the provisions of the Companies Act, IFRS, the SAICA Financial Reporting Guides as issued by the Accounting Practices Committee (APC) and the Financial Reporting Pronouncements as issued by the Financial Reporting Standards Council (FRSC).
• Reviewed the processes in place for the reporting of concerns and complaints including reportable irregularities relating to financial reporting and accounting practices, internal audit, contents of the Company's annual financial statements, internal financial controls and any related matters.

1.3 Internal financial controls

• Reviewed the assessment prepared by internal audit, on the effectiveness of the Company's risk management, governance and system of internal financial controls. This assessment, together with the report on the overall control environment, formed the basis of the committee's recommendation to the board in this regard.
• Considered the reports and attestations from management related to internal financial controls.
• Reviewed the report from the Company's forensic services function on the result of any forensic investigations conducted in the period under review and their financial impact as they pertain to financial reporting.
• Considered the reports from management on fraud and information technology risks as they pertain to financial reporting.
• Reviewed the reports of the external auditor detailing the findings arising from their audit and considered the appropriateness of the responses from management.

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Mobile Telephone Networks Proprietary Limited

Audit committee report (continued)

For the year ended 31 December 2023

Execution of the functions of the audit committee (continued)

1.3 Internal financial controls (continued)

• Assessed the revenue assurance control environment and related revenue leakage exposure for the Company.
• Reviewed fraud and whistleblowing reports and ensured that appropriate management action is taken with regards to the control environment and consequence management.

1.4 Internal Audit and Forensics ("IAFS")

• Considered the effectiveness and independence of the internal audit function and monitored adherence to the annual internal audit plan.
• Reviewed the Company's system of internal controls and risk management.
• Reviewed the performance of the Executive: Internal Audit and Forensics ("EIAF") and confirmed that the EIAF had the requisite skill, experience, human resources and budgetary support from the organisation in order to successfully execute on their mandate in the year under review.
• Reviewed the reported results of internal audit work and forensic investigations in order to be satisfied that they appropriately supported the final annual assessment of governance, risk management and system of internal controls of the Company.
• Reviewed the critical matters raised by the IAFS function, obtained and evaluated management's responses and action plans to address those matters and assessed the adequacy of those actions to appropriately resolve those critical matters.
• Considered the effectiveness of the combined assurance provided by all the lines of assurance, through a review of management's representations and attestations, reports from the risk and compliance function and other similar second lines of assurance, together with an evaluation of the assurance of third lines, namely external and internal audit functions.

1.5 Risk and Compliance

The committee has confirmed that the Risk and Compliance committee executed its duties and responsibilities in accordance with its terms of reference and performed the following activities during the year under review:

• Reviewed the performance of the Chief Risk and Compliance Officer ("CRO"), to which the risk and compliance function reported to during the year and was satisfied that the CRO had the necessary expertise and experience to fulfil this role and had performed appropriately during the year under review.

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Mobile Telephone Networks Proprietary Limited

Audit committee report (continued)

For the year ended 31 December 2023

Execution of the functions of the audit committee (continued)

1.5 Risk and Compliance (continued)

• Reviewed the Company's policies on risk assessment and risk management for financial reporting and the going concern assessment.
• Reviewed the matters related to financial reporting presented on the risk registers, their impact and likelihood of occurrence.
• Reviewed the matters relating to non-compliance with applicable laws and regulations. The committee can confirm that there were no such matters of substance during the year under review.

1.6 Chief Financial Officer (CFO) and finance function

• Reviewed the performance of the Chief Financial Officer and was satisfied that the CFO had the necessary expertise and experience to fulfil this role and had performed appropriately during the year under review.
• Considered and satisfied itself of the appropriateness of the expertise and experience of the finance function and adequacy of resources employed in this function.

The chairman of the committee met separately with management and with both internal and external auditors over the course of the year.

The committee considered the information and explanations given by management and had discussions with both internal and external auditors on the outcome of their audits. Nothing has come to the attention of the committee that caused it to believe that the Company's system of internal controls and risk management is not effective and that the internal financial controls do not form a sound basis for the preparation of reliable financial statements.

The committee has evaluated the annual financial statements of the Company for the year ended 31 December 2023, and based on the information provided to it, considers that the Company complies with the requirements of the Companies Act of South Africa and International Financial Reporting Standards (IFRS).

_________________________

SA Fakie

Audit Committee Chairman

05 April 2024

9