Welcome to the New World

1 Welcome to the New WorldMTN Group Limited Integrated Report for the year ended 31 December 2012 Driven by its pioneering approach, MTN is a leading emerging markets mobile operator which is at the forefront of the technological changes sweeping the World . We invest significantly in advanced communications networks, connecting more than 189 million people in 22* countries across Africa and the Middle East. In the past five years alone, our capital expenditure has exceeded R100 pursuit of our vision to lead the delivery of a bold, new Digital World to our customers, and our mission to make our customers lives a whole lot brighter, we leverage the talent of our nearly 27 000 employees to offer innovative products and a quality customer experience.

2 We recognise the value of diversity within a group with a solid organisational with integrity, we value our relationships with the communities in which we work, our customers and employees, our shareholders and the media, governments and regulators, as well as suppliers and business and industry partners. We recognise the importance of these stakeholders, among others, in the sustainability of our s brand is the most valuable in Africa, and is ranked in the top 100 brands worldwide**. MTN s shares constitute the biggest primary listing on the JSE Africa s largest stock exchange. * This includes 21 countries in which we have an operating licence. The 22nd country is South Sudan, where we operate, but where we await the issuing of our licence.

3 ** Millward Brown s 2012 BrandZ Top 100 Most Valuable Global Brands study. MTN was ranked 88th in the World and was the first and only African brand to make the BrandZ Global Top 100 to the New WorldWe operate at the heart of nations bursting with innovation, creativity and new ideas. We will continue to champion positive change. We are not First World or Third World : Welcome to the New World . 01 Group overview 04 Our footprint 06 Our strategy 08 Our key performance indicators 09 Our material issues 10 Our top risks and what we are doing to mitigate them 14 Our engagement with stakeholders 16 Our value added statement 17 Our core offerings 18 A statement from our chairman 22 Our board of directors 26 Our executive committee 02 Performance review 32 Group president and chief executive officer s report 36 Group chief financial officer s report 03 Operational and financial review 42 Five-year financial review Operational and financial performance reviews.

4 48 MTN South Africa 50 MTN Nigeria 52 MTN Irancell 54 MTN Ghana 56 MTN Cameroon 58 MTN Ivory Coast 60 MTN Uganda 62 MTN Syria 64 MTN Sudan 04 Governance 68 Corporate governance highlights 76 Our people and their remuneration 96 Social and ethics report 99 Our environmental performance100 Independent assurance report 05 Annual financial statements107 Statement of directors responsibility and certificate by the company secretary108 Report of the audit committee110 Directors report113 Independent auditors report114 Group annual financial statements201 Company annual financial statements212 Annexure 1 Interests in subsidiary companies and joint ventures 06 Shareholder information216 Notice of the eighteenth annual general meeting235 Shareholder informationContentsThis integrated report is MTN Group Limited s (MTN, the Group or Company ) principal report to stakeholders and includes information on our governance, strategy, performance and prospects, seeking to provide a balanced account of key developments in the period 1 January to 31 December 2012.

5 We have endeavoured to provide a clear and concise story of how MTN creates value over time, and have taken into account the latest prototype framework of the International Integrated Reporting report also gives information on how we are addressing social, economic, environmental and governance issues that are important to our stakeholders and have a material impact on the long-term sustainability of our business. To define the report content, we followed a structured approach, which included input from a broad range of key MTN representatives. This included representatives of the board, the executive committee and departments including Group strategy, company secretary, stakeholder management, investor relations, sustainability management, risk management, finance, marketing, human resources and corporate affairs.

6 The report endeavours to address issues that are material to the Company s sustainability. We determine which these are by reviewing the issues that are of most importance to our stakeholders, and our ability to influence these issues, as well as by taking into account our strategic objectives. These issues impact on our ability to remain commercially viable and socially relevant. These material issues have a strong bearing on our stakeholders assessment and decisions about MTN s commitment to their needs. Details of MTN Group s key stakeholders and our engagement appear on page 14. For more details of our process to determine materiality, please see page this report, we provide commentary on the performance of the Group s businesses across 22 markets in the Middle East and Africa, and focus our more detailed reporting on the performance of the top nine operating companies (opcos) as they contribute the largest share to revenues, and have the most material impact on the Group s overall performance.

7 This report also includes the Group s annual financial statements (AFS) as well as material activities undertaken through Group functions located in South Africa and Dubai. All figures are reported on a comparable basis, with no restatements, excluding the segment report (note 3) and statement of cash flows (note 45). A copy of this report is also available at this reportKey improvements in this year s reportThis year we have made a number of refinements to our report. These include more detailed disclosure of our strategic objectives and MTN s delivery against these at Group level. We have also provided better alignment of our governance to our strategic objectives, and in turn to our key performance indicators as well as to the risks the Group faces.

8 We have reintroduced a value added statement and have endeavoured to provide more forward looking and strategic commentary. Following the organisational restructuring in early 2012, we now provide more comprehensive reporting on our operations: we have included detailed reports on the top nine operating companies, compared to five in the 2011 report shows that we are maturing in our integration of sustainability matters into the business, but we acknowledge that we still have much to do. We Welcome feedback at While we have included our financial, environmental, social and socio-economic performance in this report, we recognise the need for more detailed reporting to certain stakeholders. The 2012 MTN Group sustainability and GRI reports are available at Similarly, we provide highlights of governance develop-ments in this report, but a full governance report can be found at MTN s Carbon Disclosure Project standard report is at integrated report has been approved by the board.

9 It is dated 28 March principles In compiling its AFS, the Group applies International Financial Reporting Standards (IFRS) and complies with the SAICA Financial Reporting Guides, the JSE Listings Requirements and the Companies use local and global sustainability standards, protocols and guidelines to report our responsible business performance. The key standards of reference are the JSE Social Responsibility Index (SRI), the King Code of Corporate Governance, the United Nations Global Reporting Initiative (GRI) G3 Sustainability Reporting Guidelines, the Telecommunications sector supplement and the Carbon Disclosure Project standard. We lodge a detailed report with the JSE SRI annually, and maintained our listing in The audit committee oversees the drafting of the integrated report with recommendations from joint auditors PricewaterhouseCoopers Inc and SizweNtsalubaGobodo Inc, where considered necessary.

10 The audit committee approves the AFS which have been prepared under the supervision of the Group CFO, Mr NI Patel. This is the first year that we have undertaken external assurance on aspects of our sustainability performance. The full assurance statement is on page Group Limited Integrated Report for the year ended 31 December 2012 Page 1An overview of our performance20122011% changeCountries in which MTN has largest market share1515 Capital expenditure (Rbn)30,117,769,9 PeopleNumber of employees26 71624 25210,2 Investment in employee development (Rm)38326544,5 Employee turnover (%)5,37,1 Gender diversity (% women to total employees)3632 Employee culture survey (%)69*69 MTN CSI (Rm)193*128**50,8 Network activityCall setup success rate 2G (%)98,87*N/A 3G (%)98,57*N/ADropped call rate 2G (%)0,79*N/A 3G (%)0,48*N/ANetwork availability 2G (%)99,14*N/A 3G (%)98,53*N/AGovernanceOperations with fraud management framework (%)