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All about MTN
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Welcome to our 2025 Integrated Report
Our reporting suite
Our approach to integrated thinking and value creation
Our approach to materiality
About this report
An overview of MTN Group
Where we operate and how we perform
Views from our Chairman
Q&A with the Group President and CEO
Q&A with the Group CFO
Key financial tables
Our market context
Operational performance summary
Our outlook
Investment case – Transforming Africa's growth potential

How we create and preserve value
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Creating and preserving value through our business model
Outcomes and trade-offs
Material matters impacting value creation
Social, Ethics and Sustainability Committee Chair's review
Stakeholders with whom we partner to create value
Audit Committee Chair’s review
Risk Management and Compliance Committee Chair’s review
How we manage risk
Top risks to value creation
Delivering value through our strategy
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Finance and Investment Committee Chair’s review
Our Ambition 2030 strategy
Meaningful value delivered by Ambition 2025
Our strategic performance dashboard
Connectivity
Fintech
Digital infrastructure
Create shared value

Governance and remuneration
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Directors' Affairs and Governance Committee Chair’s review
Governance in support of value creation
Our Board of Directors
Governance in support of value creation
Our Executive Committee
Human Capital and Remuneration Committee Chair's review
Remuneration Report summary
Definitions for assured non-financial data
Independent assurance practitioner’s limited assurance report
Glossary
Administration
Delivering value through our strategy

Finance and Investment Committee Chair's review

The committee supported the Board in protecting and enhancing shareholder value through oversight of the Group's investment and capital allocation activities. We reviewed and approved material transactions, including selected mergers and acquisitions (M&A) exit opportunities, applying a consistent financial and risk framework to support strategic execution and sustainable long-term returns.

Tim Pennington
Chair

Group Chairman Message

Key features of 2025

  • Considered and approved
    • The acquisition of IHS and the funding strategy.
    • MTN Ghana’s new spectrum acquisition, extension and harmonisation.
    • MTN South Sudan’s licence renewal.
    • MTN Zakhele Futhi’s unwind.
    • Amendments to the Group treasury policy.
    • Localisation of MTN Congo-Brazzaville.
    • Funding approvals for various Opcos.
    • The CAF.
    • The 2025 Holdco’s funding plan.
    • Holdco interest rate swaps.
    • Exit investments in MTN Syria.
  • Provided oversight on
    • Minority investment into the Group Fintech structure.
    • Fintech structural separation process.
    • Exit process in Syria.
    • Exit process for MTN Guinea-Bissau and Guinea-Conakry.
    • Various localisation share transactions.
    • Various M&A opportunities.
  • Ensured all the opportunities that were considered followed the financial criteria and risk assessment, in line with our disciplined CAF.
  • In addition, ensured that all transactions and agreements were considered from a categorisation, aggregation and related party perspective.
Members Meetings
  Scheduled Special
Tim Pennington 4/4 3/3
Noluthando Gosa 4/4 3/3
Sandile Gwala 4/4 2/3
Sindi Mabaso-Koyana 4/4 3/3
Nosipho Molope 4/4 3/3
Lamido Sanusi 4/4 2/3
Nkululeko Sowazi^ 4/4 3/3
 

All members are independent non-executive directors. Herman Bosman appointed to the committee effective 31 March 2026.

^ Due to retire at AGM on 29 May 2026.

Special meetings are scheduled on an ad hoc basis and at short notice to address urgent matters. Due to the nature of these meetings, it is not always possible for all directors to attend.

By invitation: Group President and CEO, Group CFO, and the Group Chief Mergers and Acquisitions and Business Development Officer.

Key focus areas for 2026

  • Consider select M&A and business development opportunities within our strict capital allocation, financial and risk framework.
  • Assess and approve the Group’s funding plan, in particular with regard to the acquisition of IHS.
  • Post-investment reviews of business cases.
  • Oversee the structural separation of the Fintech business and secure additional investment to support its growth.
  • Potential new M&A to support the business strategy.
  • Opcos’ licence and spectrum renewals.
  • Opco localisations.

Mandate:

The committee was constituted to assess all investment cases against a predetermined set of criteria to ensure the viability and feasibility of each investment. The focus is on assessing key risks and returns, applying appropriate capital allocation, and ensuring that the necessary mitigation controls are implemented. This includes requirements for capex, funding strategies and M&A activities.

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