MTN : and MTN Holdings Board Charter 2023 2024

MTN GROUP LIMITED

and subsidiary, Mobile Telephone Network Holdings Limited

BOARD CHARTER

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A. APPROVAL

This document has be approved by the Board on 30 November 2023.

1. ABBREVIATIONS

1. DOCUMENT CONTROL

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BOARD CHARTER

1. PREAMBLE

1.1.MTN Group Ltd ("Company") is committed to upholding good corporate governance in its dealings with shareholders and other stakeholders identified as being relevant to the business of the Company and its subsidiaries (collectively the "Group").

1. This board charter shall constitute and form an integral part of each board member's appointment letter to the board of directors.
2. The board is the focal point for, and custodian of, corporate governance, by managing its relationship with management, the shareholders and other relevant stakeholders of the Company and the Group along sound corporate governance principles.
3. The board is ultimately accountable and responsible for the performance and affairs of the Company and the Group and seeks to create enduring stakeholder value in a responsible and ethical manner.
4. Furthermore, this board charter forms part of the governance practices which are required under the King "Report on Corporate Governance for South Africa 2016" ("King") and describes some of the key powers and responsibilities assumed by the members of the board.
5. The Charter captures the principles of OECD and ISO 37000 on good corporate governance.
6. This board charter is subject to the provisions of the Companies Act, 2008
   ("2008 Act"), the Company's Memorandum of Incorporation, Johannesburg Stock Exchange Listings Rules, Financial Market Act, Group Delegation of Authority and any other applicable law or regulatory provision.
7. The Statutory Group Audit Committee ("GAC") and Group Social, Ethics, and Sustainability Committee (GSESCo) shall be the Statutory Committees for Mobile Telephone Networks Holdings Limited and MTN International Proprietary Limited. All other Group Committees shall provide oversight roles to Mobile Telephone Networks Holdings Limited and MTN International

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Proprietary Limited to the extent that we prevent personal financial conflicts of interest. The acceptance of directorship should follow the established protocol to mitigate the risks of over boarding, conflicts of interest, red flags, also avoid controversies, etc.

1. PURPOSE
   The purpose of this board charter is to provide guidance as to how business is to be conducted by the board in accordance with the international principles of good corporate governance. The board charter sets out the specific roles and responsibilities to be discharged by the board members collectively and individually with effective counsel from the Group Company Secretariat.
2. BELIEF
   MTN is a belief-driven organisation, in that, everyone deserves the benefit of a modern connected life.
3. STRATEGIC INTENT
   The Ambition 2025 Strategic Intent is to leading digital solutions for Africa's progress.
4. OBJECTIVES
   The objectives of this board charter are to ensure that all board members:
   5.1 are aware of their duties, roles and responsibilities, as well as the provisions of various legislation and regulations affecting their conduct.

5.2 take steps to ensure that the principles of good corporate governance are applied in all their dealings in respect of and on behalf of the Group.

1. take deliberate steps to ensure that the international principles of sound governance are considered and applied by all companies and subsidiaries in all the markets where MTN operates.
2. promote the pursuit of the Company's purpose of shared value within the confines of good corporate governance, the interest of communities which the company affects and the best interests of the Company's shareholders.
3. promotes the interest of the Company above their own and brings judgement and independence of the mind.

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1. 1. should foster high performing board, and is expected to prepare adequately for the meetings, to understand the complex issues of MTN Group, and add value through informed probing of the logic and decision-making.
   2. if the authority of the Board is not enunciated in any document, the Board reserves its powers until such authority is explicitly granted.
   3. If any conflict arises between any governance document and the provisions of this Charter, the provisions of the Charter ought to prevail.
2. AUTHORITY OF THE BOARD
   The board of directors is elected by the shareholders. The business and affairs of the Company shall be managed under the direction of and shall vest with the board, which has the authority to exercise all of the powers and perform any of the functions of the Company, except to the extent that the Memorandum of Incorporation of the Company or the 2008 Act provides otherwise. The Board has authority to delegate certain powers to the Group President and CEO through the Decision-Making Framework.
3. BOARD LEADERSHIP

1. There are two key tasks at the top of a company, namely the execution of its duties by the board and the executive responsibility for the running of the company's business. There should be a clear division of responsibilities at the head of the company to ensure a balance of power and authority, such that no one individual has unfettered powers of decision-making.
2. The board should provide effective and ethical leadership and vision to the Company in a responsible way that will enhance stakeholder value, embrace integrated thinking in a way that preserves the environment by placing focus on reducing carbon emissions, promote diversity, equity and inclusion, good governance and ensure the Company's long-term sustainability.
   13.2.1 Board members must be fully prepared for Committee meetings, to provide appropriate and constructive input on matters discussed.
3. The board should individually and collectively act in good faith and assume collective responsibility for steering the Company and setting its strategic direction.

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1. In the execution of their duties, Board members must apply the "Standards of conduct of directors" as set out in section 76 of the Companies Act, 2008 ("the Act") and "Director's personal financial interests" as set out in section 75 of the Act.
2. Should consider cybersecurity risks in every business decision being taken.
3. Empower the company secretariat to maintain its independence, objectivity,

and arm's length relationship with management and the board.

1. 7.1. Foster protection of Board information by Group Company Secretary for the purposes of the Company and the Group, provided information is sought to deliver functional objectives, duties and responsibilities. The Company Secretary is empowered to assess the required Board information and release it only for the purposes of performance of such functional duties. The information to be released will be to facilitate the achievement of such objectives, scope, andduties.

2. SIZE OF THE BOARD
   The role of the board as the focal point of governance is essential to the success of the Company, therefore the Company should be led by a board that should direct, govern and be in effective control of the Company. The board must be large enough to ensure a wide range and balance of skills, competencies, professional, independence, diversity and industry knowledge in order to discharge its governance role and responsibilities objectively and effectively. The size of the board should however be such that the common purpose, involvement, participation, harmony and sense of responsibility of the board members are not jeopardised. Unless the Memorandum of Incorporation of the Company provides otherwise, the minimum number of directors shall be not less than four. There is no maximum limit on the number of directors that may be appointed to the board.
3. COMPOSITION OF THE BOARD
4. 1. The Company has a unitary board, consisting of executive and non-executive directors.
   2. The board must comprise a majority of non-executive directors, and of such directors, a majority must be independent non-executive directors in order to promote objectivity and to reduce the possibility of conflict of interests.

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1. Diversity should be upheld by the board in its membership in order to promote better decision- making and effective governance, among others, experience, age, culture, race, gender, skills and knowledge.
2. As a minimum, two executive directors should be appointed to the board being the Group President and CEO and the Group Chief Financial Officer.
3. An executive director is an individual who -
4. 1. is involved in the day-to-day management of the Company; and/or
   2. is a full-time salaried employee of the Company or its subsidiaries.
   3. A non-executive director is an individual who -
   4. is not involved in the day-to-day management of the Company; and/or
   5. is not a full-time salaried employee of the Company or its subsidiaries.
   6. An independent non-executive director is an individual who -
   7. is not a representative of a shareholder who has the ability to control or significantly influence management or the board;
   8. does not have a direct or indirect interest in the Company (including any holding company or subsidiary thereof) which exceeds five per cent of the
      Group's total number of shares in issue; if a direct or indirect interest in the Company exits, it is required to be less than five per cent of the Group's total number of shares in issue and the value of such should not be material to the director's personal wealth;
   9. has not been employed by the Company or the Group, in any executive capacity, or appointed as the designated auditor or partner in the Group's external audit firm, or senior legal adviser, for the preceding three financial years;
   10. is not a member of the immediate family of an individual who is, or was in any of the past three financial years, employed by the Company or the Group in an executive capacity;

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1. is not a professional advisor to the Company or the Group, other than as a director;
2. is free from any business or other relationship (contractual or statutory) which could be seen by an objective outsider to materially interfere with the individual's capacity to act in an independent manner, such as being a director of a material customer or supplier to the Company; or
3. does not receive remuneration contingent upon the performance of the Company.

1. Procedures for appointments to the board should be formal and transparent and be matters for the board as a whole to consider, assisted where appropriate by the Directors Affairs and Governance Committee in order to identify suitable candidates for election by shareholders.
2. The Group President and CEO and the Group Chief Financial Officer ("CFO") are executive members of the board.
3. There must be an appropriate division of duties and responsibilities on the board, identifying key roles and performance standards for board members and ensuring that board members clearly understand these functions.
4. Members of management can be board members. However, management should understand that board membership is not necessary or a prerequisite for any higher management position in the Company. Where management is appointed to the board, care must be taken to separate their managerial responsibilities from those as directors of the Company.
5. Qualifications for membership should include the following attributes -

1. a knowledge and understanding of the conduct of the business of the Group and of the laws and regulations that govern its activities;
2. knowledge of the responsibilities of a director;
3. the ability to make sensible and informed business decisions and recommendations;