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1 MTN Group LimitedIntegrated Business Report for the year ended 31 December to possibilityAbout this reportThis year, MTN Group Limited (MTN, the Group or the Company) has moved further in its journey towards providing a more integrated report to its stakeholders. This incorporates the recommendations of the revised King Code of Governance Principles for South Africa (King III) and the latest work of the International Integrated Reporting Committee. A structured approach was implemented to define material report content and provide a more holistic picture incorporating the Group s financial , economic, social and environmental performance. This approach was achieved through workshops and input from key representatives of various disciplines, including risk management, stakeholder management, financial reporting, investor relations, company secretariat, sustainability and human resources. Consideration was given to feedback from key stakeholders in compiling this report.

2 The key improvement made to the 2011 report is the inclusion of the Group opportunities as part of its risk assessment. This forms the thread through the report, providing insight into the most material aspects of the business across MTN s markets. MTN has also better incorporated its social, economic and environmental contributions to the countries and societies in which it operates. The board has recently enhanced its committee structure, details of which appear in governance more detailed information on the Group s sustainability initiatives, stakeholders are directed to the separate sustainable development report, available at A separate governance report is also available at We welcome feedback on this report, which is dated March 2012, at Reporting principlesMTN is a company incorporated in South Africa under the provisions of the Companies Act, 71 of 2008, as amended (Companies Act), and has adopted many principles of King III, the Companies Act, the JSE Listings Requirements and other legislative requirements.

3 The Group subscribes to high ethical standards and principles of corporate governance and is in the process of ensuring full compliance with King III as far as is practical and feasible and with the provisions of the new Companies Act. For more details, please see the corporate governance section on pages 50 to Group follows International financial Reporting Standards (IFRS) to compile its annual financial statements (AFS). MTN discloses the basis for reporting on joint ventures, subsidiaries, associates and leases in its AFS. For reporting on sustainability issues, it also follows the Global Reporting Initiative s (GRI) guidelines. MTN assesses itself as level B GRI audit committee oversees the drafting of the integrated report. On the basis of the recommendations from the joint auditors (PricewaterhouseCoopers Inc and SizweNtsalubaGobodo (Inc), the audit committee provides assurance on the annual financial statements which have been prepared under the supervision of the Group CFO, Nazir Patel.)

4 While good progress has been made to comply with sustainability assurance in the current year, MTN Group is working towards achieving full compliance on sustainability assurance in responsibilityThe board of directors acknowledges its responsibility to ensure the integrity of the integrated report. The board has accordingly applied its mind to the integrated report and in its opinion, the report fairly presents the integrated performance of the Group. Cyril Ramaphosa Sifiso DabengwaChairman Group president and CEON avigation aidWebsite linkCase studyMTN Group Limited Integrated Business Report for the year ended 31 December 20111 Group overviewPerformance reviewOperational and financial reviewSustainabilityFinancial statementsShareholder informationContents03 Group overview04 Profile06 Structure and footprint08 Strategy09 Key statistics10 Interacting with stakeholders11 Risk and opportunities summary14 Chairman s statement16 Board of directors20 Executive committee23 Performance review24 Group president and chief executive officer s report28 Group chief financial officer s report33 Operational and financial review34 Five-year financial review38 Operational performance: South Africa40 Operational performance: Nigeria42 Operational performance: Iran44 Operational performance: Ghana46 Operational performance.

5 Syria49 Sustainability50 Governance highlights58 People and remuneration report74 Social and environmental report81 Annual financial statements83 Statutory certificates and reports88 Directors report92 Annual financial statements210 Glossary terms and acronyms213 Notice of the AGM and shareholders informationScope and boundary of this reportMTN s integrated business report is available annually, at least 15 business days ahead of its AGM, which is scheduled to be held on 29 May 2012. The 2011 report covers the period from 1 January 2011 to 31 December 2011. It provides a general narrative on the performance of the Group s businesses across 21 markets in the Middle East and Africa, but focuses its more detailed commentary on the performance of its main businesses in South Africa, Nigeria, Iran, Ghana and Syria. This report also includes the Group s consolidated annual financial statements. The 2010 report was posted to shareholders on 27 May subscribers up 16,2%164,5 millionEBITDA margin up by 3,4 percentage points 44,9%Adjusted HEPS up 43,2%1 070,0 cents Including profit from sale of Ghana towersFinal dividend per share476 centsDividend payout ratio increased to70%Share buyback completedR927,3 millionMTN Group Limited Integrated Business Report for the year ended 31 December 201122 MTN Group Limited Integrated Business Report for the year ended 31 December 2011 BackgroundAs part of its transformation agenda, the Nigerian government committed to accelerating economic growth in rural areas, where citizens comprise 50% of the country s population.

6 Notionally less than 30% of energy is supplied via grid power. MTN Nigeria set itself a target to increase rural mobile communication coverage and reduce dependency on diesel by over 50% by 2020. MTN Nigeria recognised that it could deepen its service offering while helping the government realise its undertook to provide telecommunication access to 850 villages across Nigeria. Phase 1 is complete: 280 base transceiver sites provide telecommunication services to 350 villages. MTN is implementing network sites using an architecture methodology called fully meshed satellite networks which reduces the need to hop across connection points or networks at the last mile, thereby reducing communication costs and improving the quality of voice calls. Solar and hybrid solutions displaced the traditional use of diesel to provide power to both sites and network and community power to close the digital divideMTN Group Limited Integrated Business Report for the year ended 31 December 20113 Group overviewPerformance reviewOperational and financial reviewSustainabilityFinancial statementsShareholder informationGroup overviewProfileStructure and footprintStrategyKey statisticsInteracting with stakeholdersRisk and opportunities summaryChairman s statementBoard of directorsExecutive committeeMTN Group Limited Integrated Business Report for the year ended 31 December 20114 ProfileBotswana, Namibia and Kenya.

7 In 2011, MTN SEA made up 37% of Group revenue and 29% of Group EBITDA.*t MTN WECA, comprising MTN Nigeria, MTN Ghana, MTN Cameroon, MTN C te d Ivoire, MTN Congo-Brazzaville, MTN Benin, MTN Guinea-Bissau, MTN Guinea Conakry (trading under the Areeba brand) and MTN Liberia (trading under Lonestar Cell brand). The Group has GSM licences in all these countries. It also has ISP businesses in Nigeria, Cameroon, C te d Ivoire and Ghana. In 2011, MTN WECA contributed 43% to Group revenue and 54% to Group EBITDA.*t MTN MENA, consisting of MTN Irancell, MTN Syria, MTN Sudan, MTN Afghanistan, MTN Yemen and MTN Cyprus. The Group has GSM licences in all these countries. MTN also has ISP businesses in Syria and Cyprus. In 2011, MTN MENA made up 20% of Group revenue and 15% of Group EBITDA.** Note: difference in EBITDA percentage calculation is due to head office aomprising MTN Ghana, MTNon, MTN C te d Ivoire, Congo-Brazzaville, N Benin, MTN Guinea-Bissau, MTN GuundeMTmade uue and 29% TDA.

8 *and Ke37% of andade up 37% of A.*sing MTN Until recently, the Group organised its operations into three regions: South and East Africa (SEA), West and Central Africa (WECA), and the Middle East and North Africa (MENA). It currently discloses detailed information on its five largest markets: South Africa, Nigeria, Iran, Ghana and Syria. From April 2012, a new organisational structure will be in place, better reflecting the contribution of the various markets and helping to optimise the business at a Group level. This replaces the three regional vice presidents reporting to the Group President and CEO, with the CEOs of South Africa and Nigeria and a chief operations executive, supported by an operations executive. For the purposes of the 2011 financial year, the three regions were the following: t MTN SEA, made up of MTN South Africa, MTN Zambia, MTN Uganda, MTN Rwanda, MTN Swaziland and Mascom Botswana. The Group has GSM licences in all these countries.

9 It also has ISP businesses in South Africa, Zambia, Uganda, Rwanda, investments in metropolitan and long-distance fibre optic cables. MTN continues accessing more broadband capacity on undersea cables. MTN s vision is to be the leader in telecommunications in emerging has 24 252 permanent employees representing around 55 nationalities and conducts its business in five different languages. In 2011, MTN invested R265 million in developing its employees, mainly through the MTN Academies established in Johannesburg, Accra and Dubai. MTN s head office is in Johannesburg, South Africa, where the Group is listed on the JSE Limited under the share code MTN . MTN is the largest primary listing on the JSE. Incorporated in 1994, MTN Group Limited is a multinational telecommunications company offering mobile communication and related products and services to individuals and businesses on three continents. MTN has mobile licences in 21 countries and internet service provider (ISP) businesses in 13 countries, mostly in Africa and the Middle East.

10 Recently, in addition to its mobile communications business, it has also established partnerships, associates and joint ventures to grow revenue and maintain costs. MTN is also invested in tower management companies in Ghana and Uganda. At the end of December 2011, MTN had 164,5 million subscribers. In 2011, total revenues reached R121,9 billion and during the year the Group invested R17,7 billion in developing its network infrastructure. Included in capital expenditure are MTN Group Limited Integrated Business Report for the year ended 31 December 20115 Group overviewPerformance reviewOperational and financial reviewSustainabilityFinancial statementsShareholder informationMTN s core offerings include:Voice services Voice services via 2G and 3G networks, including prepaid and postpaid airtime. Although the majority of MTN customers are on prepaid packages, South Africa, Syria and Cyprus have a relatively large postpaid base. MTN Zone is a dynamic tariffing service pioneered successfully by MTN.