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Independent assurance report

Independent assurance report to the directors of MTN Group Limited

We have been engaged by the directors of MTN Group Limited (the Company) to perform an independent limited assurance engagement in respect of selected sustainability information reported in the Company’s integrated annual report for the year ending 31 December 2013 (the report). This report is produced in accordance with the terms of our contract with the Company dated 23 October 2013.

We have complied with the International Federation of Accountants’ (IFAC) Code of Ethics for Professional Accountants, which includes comprehensive independence and other requirements founded on fundamental principles of integrity, objectivity, professional competence, due care, confidentiality and professional behaviour. Our engagement was conducted by a multi-disciplinary team of health, safety, environmental and assurance specialists with extensive experience in sustainability reporting.

The subject matter of our engagement and the related level of assurance that we are required to provide are as follows:

Limited assurance

The following selected sustainability information in the report was selected for an expression of limited assurance:

a) MTN Group risk fraud management framework (FRM) implementation – percentage of opcos that have implemented the proactive and reactive reporting requirements of MTN Group Limited in their audit committee packs during the course of the 2013 reporting period (page 5)
b) MTN Group whistle-blower hotline data – number of incidents reported (page 5)
c) MTN Group employee culture survey result – overall performance (page 5)
d) MTN Group foundation spend (ZAR) (page 5)
e) Energy spend (ZAR) in MTN Nigeria (page 5)
f) Energy use (kWh for electricity and kL for diesel) in MTN Nigeria (page 5)
g) Carbon emissions – Scope 1 and 2 (tCO2e) in MTN Nigeria (page 5).

We refer to this information as the selected sustainability information for limited assurance.

We have not carried out any work on data reported for prior reporting periods, nor have we performed work in respect of future projections and targets. We have not conducted any work outside of the agreed scope and therefore restrict our opinion to the selected sustainability information for limited assurance.

Respective responsibilities of the directors and PricewaterhouseCoopers Inc.

The directors are responsible for the selection, preparation and presentation of the selected sustainability information for limited assurance in accordance with the criteria set out in the definitions for assured sustainability key performance indicators on page 75 of the report, referred to as the reporting criteria, and for the development of the reporting criteria. The directors are also responsible for designing, implementing and maintaining internal controls as the directors determine is necessary to enable the preparation of the selected sustainability information for limited assurance that are free from material misstatements, whether due to fraud or error.

Our responsibility is to form an independent conclusion, based on our limited assurance procedures, on whether anything has come to our attention to indicate that selected sustainability information for limited assurance has not been prepared, in all material respects, in accordance with the reporting criteria.

This report, including the conclusion, has been prepared solely for the directors of the Company as a body, to assist the directors in reporting on the Company’s sustainable development performance and activities. We permit the disclosure of this report within the report for the year ended 31 December 2013, to enable the directors to demonstrate they have discharged their governance responsibilities by commissioning an independent assurance report in connection with the report. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the directors as a body and the Company for our work or this report save where terms are expressly agreed and with our prior consent in writing.

Assurance work performed

We conducted our limited assurance engagement in accordance with International Standard on Assurance Engagements 3000: Assurance Engagements’ other than Audits and Reviews of Historical Financial Information (ISAE 3000), also taking into consideration International Standard on Assurance Engagements 3410: Assurance Engagements on Greenhouse Gas Statements (ISAE 3410), issued by the International Auditing and Assurance Standards Board. These standards require that we comply with ethical requirements and that we plan and perform the assurance engagement to obtain limited assurance on the selected sustainability information for limited assurance as per the terms of our engagement.

Our work included examination, on a test basis, of evidence relevant to the selected sustainability information for limited assurance. It also included an assessment of the significant estimates and judgements made by the directors in the preparation of the selected sustainability information for limited assurance. We planned and performed our work so as to obtain all the information and explanations that we considered necessary in order to provide us with sufficient evidence on which to base our conclusion in respect of the selected sustainability information for limited assurance.

Our limited assurance procedures primarily comprised:

• Reviewing the processes that MTN Group Limited has in place for determining the subject matter selected for limited assurance included in the report.
• Obtaining an understanding of the systems used to generate, aggregate and report the subject matter selected for limited assurance.
• Conducting interviews with management at corporate head office and selected opcos.
• Evaluating the data generation and reporting processes against the reporting criteria.
• Performing key controls testing and testing the accuracy of data reported on a sample basis at three opcos material to Group reported data for the subject matter selected for limited assurance.
• Reviewing the consistency between the subject matter selected for limited assurance and related statements in MTN Group Limited’s report.

A limited assurance engagement is substantially less in scope than a reasonable assurance engagement under ISAE 3000. Consequently, the nature, timing and extent of procedures for gathering sufficient appropriate evidence are deliberately limited relative to a reasonable assurance engagement, and therefore less assurance is obtained with a limited assurance engagement than for a reasonable assurance engagement.

The procedures selected depend on our judgement, including the assessment of the risk of material misstatement of the selected sustainability information for limited assurance, whether due to fraud or error. In making those risk assessments, we consider internal control relevant to the Company’s preparation of the selected sustainability information for limited assurance in order to design procedures that are appropriate in the circumstances.

We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our conclusion.

Inherent limitations

Non-financial performance information is subject to more inherent limitations than financial information, given the characteristics of the subject matter and the methods used for determining, calculating, sampling and estimating such information. The absence of a significant body of established practice on which to draw allows for the selection of different but acceptable measurement techniques which can result in materially different measurements and can impact comparability. Qualitative interpretations of relevance, materiality and the accuracy of data are subject to individual assumptions and judgements. The precision of different measurement techniques may also vary. Furthermore, the nature and methods used to determine such information, as well as the measurement criteria and the precision thereof, may change over time. It is important to read the report in the context of the reporting criteria set out on page 75.

In particular, where the information relies on factors derived by independent third parties, our assurance work has not included examination of the derivation of those factors and other third-party information.

Conclusion

Based on the results of our limited assurance procedures, nothing has come to our attention that causes us to believe that the selected sustainability information for limited assurance for the year ended 31 December 2013 has not been prepared, in all material respects, in accordance with the reporting criteria.

Other matters

The maintenance and integrity of MTN Group Limited’s website is the responsibility of MTN Group Limited’s directors. Our procedures did not involve consideration of these matters and accordingly, we accept no responsibility for any changes to either the information in the report or our independent assurance report that may have occurred since the initial date of presentation on MTN Group Limited’s website.

PricewaterhouseCoopers Inc.
Director: Jayne Mammatt
Registered auditor
Johannesburg

11 March 2014