Statement of directors' responsibility and certificate by the company secretary

for the year ended 31 December 2012

The directors are responsible for the integrity of the integrated report as a whole, as well as for the preparation and fair presentation of the annual consolidated financial statements of MTN Group Limited (the Company), its subsidiaries, joint ventures, associates and special purpose entities (together the Group) in accordance with International Financial Reporting Standards (IFRS), and the South African Companies Act, No 71 of 2008 (the Companies Act), which form an integral part of the integrated report.

The preparation of financial statements in conformity with IFRS requires management to consistently apply appropriate accounting policies, supported by reasonable and prudent judgements and estimates.

The directors are of the opinion that the information contained in the annual financial statements fairly presents the financial position at year end and the financial performance and cash flows of the Group and Company.

The directors have responsibility for ensuring that accurate and complete accounting records are kept to enable the Group and Company to satisfy their obligation with respect to the preparation of financial statements.

The Group operates in an established controlled 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 that 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 Group audit committee plays an integral role in risk management as well as in overseeing the Group’s integrated reporting and internal audit function.

The Group’s internal audit function, which operates unimpeded and independently from operational management, and has unrestricted access to the Group’s audit committee, assesses and, when necessary, recommends improvements in the system of internal controls and accounting practices, based on audit plans that take cognisance of the relative degrees of risk of each function or aspect of the business.

The going concern basis has been adopted in preparing the Group and Company annual financial statements. The directors have no reason to believe that the Group or any company within the Group will not be a going concern in the year ahead based on forecasts and available cash resources. These annual financial statements support the viability of the Group and the Company.

The Group’s external auditors, PricewaterhouseCoopers Incorporated and SizweNtsalubaGobodo Incorporated, jointly audited the Group and Company annual financial statements and their unqualified audit report is presented on page 113.

The external auditors were 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 Group annual financial statements and Company annual financial statements which appear on pages 114 to 211 were approved for issue by the board of directors on 5 March 2013 and are signed on its behalf by:

MC Ramaphosa
Chairman

RS Dabengwa
Group president and chief executive officer
Fairland
5 March 2013

Certificate by the company secretary

I certify that MTN Group Limited has filed all its returns and notices for the year ended 31 December 2012, as are required of a public company in terms of section 88(2)(e) of the Companies Act, No 71 of 2008, and that such returns and notices are, to the best of my knowledge and belief, true, correct and up to date.

SB Mtshali
Company secretary

Fairland
5 March 2013