Independent auditors' report on the summary consolidated financial statements

TO THE SHAREHOLDERS OF MTN GROUP LIMITED

The summary consolidated financial statements of MTN Group Limited, set out on 100 to 111 of the MTN Group Limited integrated report for the year ended 31 December 2015, which comprise the summary consolidated statement of financial position as at 31 December 2015, the summary consolidated income statement, the summary consolidated statements of comprehensive income, changes in equity and cash flows for the year then ended and related notes, are derived from the audited consolidated financial statements of MTN Group Limited for the year ended 31 December 2015. We expressed an unmodified audit opinion on those consolidated financial statements in our report dated 2 March 2016. Our auditors’ report on the audited consolidated financial statements contained an Emphasis of Matter paragraph and an Other Matter paragraph: “Other reports required by the Companies Act” (refer below).

The summary consolidated financial statements do not contain all the disclosures required by International Financial Reporting Standards and the requirements of the Companies Act of South Africa as applicable to annual financial statements. Reading the summary consolidated financial statements, therefore, is not a substitute for reading the audited consolidated financial statements of MTN Group Limited.

DIRECTORS’ RESPONSIBILITY FOR THE SUMMARY CONSOLIDATED FINANCIAL STATEMENTS

The directors are responsible for the preparation of a summary of the audited consolidated financial statements in accordance with the JSE Limited’s (JSE) requirements for summary financial statements, set out in note 3 to the summary consolidated financial statements, and the requirements of the Companies Act of South Africa as applicable to summary financial statements, and for such internal control as the directors determine is necessary to enable the preparation of summary consolidated financial statements that are free from material misstatement, whether due to fraud or error.

AUDITORS’ RESPONSIBILITY

Our responsibility is to express an opinion on the summary consolidated financial statements based on our procedures, which were conducted in accordance with International Standard on Auditing (ISA) 810, “Engagements to Report on Summary Financial Statements”.

OPINION

In our opinion, the summary consolidated financial statements derived from the audited consolidated financial statements of MTN Group Limited for the year ended 31 December 2015 are consistent, in all material respects, with those consolidated financial statements, in accordance with the JSE’s requirements for summary financial statements, set out in note 3 to the summary consolidated financial statements, and the requirements of the Companies Act of South Africa as applicable to summary financial statements.

EMPHASIS OF MATTER

In our audit report dated 2 March 2016 we drew attention to note 6.3 to the audited consolidated financial statements which describes the circumstances, uncertainty and current status of the regulatory fine imposed by the Nigerian Communications Commission (NCC) against MTN Nigeria Communications Limited. The uncertainty regarding this matter, described in note 8 to the summary consolidated financial statements, is as inherent to the summary consolidated financial statements as it is to the audited consolidated financial statements. This matter did not result in us qualifying our opinion on the audited consolidated financial statements or our opinion on the summary consolidated financial statements.

OTHER REPORTS REQUIRED BY THE COMPANIES ACT

The “Other reports required by the Companies Act” paragraph in our audit report dated 2 March 2016 states that as part of our audit of the consolidated financial statements for the year ended 31 December 2015, we have read the Report of the audit committee, the Certificate by the Company Secretary and the Directors’ report for the purpose of identifying whether there are material inconsistencies between these reports and the audited consolidated financial statements. These reports are the responsibility of the respective preparers. The paragraph also states that, based on reading these reports, we have not identified material inconsistencies between these reports and the audited consolidated financial statements. The paragraph furthermore states that we have not audited these reports and accordingly do not express an opinion on these reports. The paragraph does not have an effect on the summary consolidated financial statements or our opinion thereon.