Independent reporting accountants’ assurance report on the compilation of selected financial data of MTN Group Limited (“MTN” or “the Company”) on a pro forma basis

The Directors
MTN Group Limited
216 – 14th Avenue
Fairland, Roodepoort
2195

Introduction

MTN Group Limited (“MTN” or “the Company”) is including the presentation of selected financial data on a pro forma basis so as to separately present the impact of hyperinflation and relating goodwill impairment, tower profits and the MTN Nigeria regulatory fine on the results and to present certain financial information on a constant currency basis (collectively “the Pro Forma Financial Information”) within the Financial review and Appendix: Constant Currency, Hyperinflation and Tower Profit sections of its integrated report for the year ended 31 December 2015 (“the 2015 Integrated Report”).

At your request and for the purposes of the 2015 Integrated Report, we present our assurance report on the compilation of the Pro Forma Financial Information of MTN by the directors. The Pro Forma Financial Information, presented in the 2015 Integrated Report consists of separately presenting the impact of hyperinflation and relating goodwill impairment, tower profits and the MTN Nigeria regulatory fine on the results and to present selected financial data on a constant currency basis as part of the 2015 Integrated Report under the heading Financial review and as included in Appendix: Constant Currency, Hyperinflation and Tower Profit. The applicable criteria on the basis of which the directors have compiled the Pro Forma Financial Information are specified in the JSE Limited (“JSE”) Listings Requirements and in Appendix: Constant Currency, Hyperinflation and Tower Profit of the 2015 Integrated Report.

The Pro Forma Financial Information has been compiled by the directors to illustrate the impact of hyperinflation and relating goodwill impairment, tower profits, the MTN Nigeria regulatory fine and foreign currency movements on the Company’s reported financial performance for the year ended 31 December 2015. As part of this process, information about the Company’s financial position and financial performance has been extracted by the directors from the Company’s audited consolidated financial statements on which an audit report was issued on 2 March 2016 and has been published.

Directors’ responsibility

The directors of MTN are responsible for the compilation, contents and presentation of the Pro Forma Financial Information on the basis of the applicable criteria specified in the JSE Listings Requirements and in Appendix: Constant Currency, Hyperinflation and Tower Profit of the 2015 Integrated Report. The directors of MTN are also responsible for the financial information from which it has been prepared.

Reporting accountants’ responsibility

Our responsibility is to express an opinion about whether the Pro Forma Financial Information has been compiled, in all material respects, by the directors on the basis specified in the JSE Listings Requirements and described in Appendix: Constant Currency, Hyperinflation and Tower Profit of the 2015 Integrated Report based on our procedures performed. We conducted our engagement in accordance with the International Standard on Assurance Engagements (ISAE) 3420, Assurance Engagements to Report on the Compilation of Pro Forma Financial Information Included in a Prospectus. This standard requires that we comply with ethical requirements and plan and perform our procedures to obtain reasonable assurance about whether the Pro Forma Financial Information has been compiled, in all material respects, on the basis specified in the JSE Listings Requirements and described in Appendix: Constant Currency, Hyperinflation and Tower Profit of the 2015 Integrated Report.

For purposes of this engagement, we are not responsible for updating or re-issuing any reports or opinions on any historical financial information used in compiling the Pro Forma Financial Information, nor have we, in the course of this engagement, performed an audit or review of the financial information used in compiling the Pro Forma Financial Information.

As the purpose of Pro Forma Financial Information included in the 2015 Integrated Report is solely to illustrate the impact of eliminating hyperinflation and relating goodwill impairment, tower profits and the MTN Nigeria regulatory fine from the results in order to achieve a comparable analysis year-on-year and in respect of constant currency, to illustrate the impact of foreign currency movements on the Company’s financial performance for the period then ended, we do not provide any assurance that the actual financial information would have been as presented.

A reasonable assurance engagement to report on whether the Pro Forma Financial Information has been compiled, in all material respects, on the basis of the applicable criteria involves performing procedures to assess whether the applicable criteria used in the compilation of the Pro Forma Financial Information provides a reasonable basis for presenting the financial performance on a pro forma basis as defined, and to obtain sufficient appropriate evidence about whether:

• the related adjustments give appropriate effect to those criteria; and
• the Pro Forma Financial Information reflects the proper application of those adjustments to the unadjusted financial information.

Our procedures selected depend on our judgement, having regard to our understanding of the nature of the Company, the illustrative purpose in respect of which the Pro Forma Financial Information has been compiled, and other relevant engagement circumstances.

Our engagement also involves evaluating the overall presentation of the Pro Forma Financial Information.

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

Opinion

In our opinion, the Pro Forma Financial Information has been compiled, in all material respects, on the basis of the applicable criteria specified by the JSE Listings Requirements and described in Appendix: Constant Currency, Hyperinflation and Tower Profit of the 2015 Integrated Report.