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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
Governance and remuneration

Human Capital and Remuneration Committee Chair's review

The committee remains satisfied that MTN Group’s remuneration framework is robust, well governed and appropriately aligned to strategy, performance and values. The committee will continue to support sustainable long-term value creation for shareholders and broader stakeholders.

Khotso Mokhele
Chair

Group Chairman Message

Key features of 2025

  • Enhanced pay-for-performance alignment:
    • Reviewed and approved a revised performance framework.
    • Introduced and refined financial performance measures, including Adjusted HEPS, PAT and EBITDA.
  • Strengthened long-term incentive design:
    • Approved changes to the performance share plan (PSP), replacing Return on Equity with Return on Capital Employed.
    • Reweighted long-term incentive (LTI) metrics to place emphasis on financial discipline, capital efficiency and long-term shareholder value.
    • Retained ESG as a core component of LTIs.
  • Constructive shareholder engagement:
    • Undertook extensive engagement with shareholders following the FY 2024 remuneration voting outcomes to better understand concerns and expectations.
    • Responded by enhancing disclosure, simplifying incentive scorecards and providing clearer articulation of the relationship between performance achieved and remuneration outcomes.
    • Strengthened transparency around KPI setting, incentive adjustments and benchmarking methodologies.
  • Robust governance and oversight:
    • Applied limited and exceptional incentive adjustments strictly in terms of a Board-approved governance framework.
  • Advancing fair and responsible pay:
    • Strengthened oversight of pay equity through improved data collection, analysis and monitoring.
    • Progressed work to ensure readiness for future regulatory and disclosure requirements relating to pay equity and transparency.
    • Continued to ensure that minimum remuneration levels remain well above statutory minimum wage thresholds.

Key focus areas for 2026

  • Refinement of incentive frameworks:
    • Further refine short- and long-term incentive structures to support Ambition 2030.
    • Ongoing evaluation of overall performance metrics.
    • Review of LTI parameters and performance conditions.
  • Future-fit and equitable reward structures.
  • Support an increasingly digital, platform-based and AI-enabled workforce:
    • Align reward structures to attract, retain and motivate scarce and critical digital and technology skills.
    • Integrating wellbeing, mental health and work-life balance considerations.
  • Pay equity, transparency and governance:
    • Continued proactive monitoring and benchmarking of pay equity, fairness and transparency across the Group.
    • Strengthening governance processes and disclosures in line with King V requirements.
    • Advancing automation and data-driven insights.
  • Shareholder and regulatory alignment:
    • Finalise enhancements to the Minimum Shareholding Requirements policy.
    • Maintain engagement with shareholders on remuneration-related matters.
Members Meetings
  Scheduled Special
Khotso Mokhele 4/4 2/2
Mcebisi Jonas 4/4 2/2
Sindi Mabaso-Koyana~ 4/4 2/2
Vincent Rague 4/4 2/2
Nkululeko Sowazi@ 4/4 2/2

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

~ Stepped down from committee on 31 March 2026.
@ Due to retire at AGM on 29 May 2026.

Mandate

The committee assists the Board in overseeing the design, implementation and governance of MTN Group’s remuneration framework. The mandate ensures that remuneration outcomes are fair, responsible and transparent to support the delivery of the Group’s strategy and align executive and employee reward with sustainable value creation for shareholders. In fulfilling this role, the committee ensures compliance with applicable legislation and governance standards, including alignment with the King Code of Governance.

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