1. POLICY APPROVAL

This MTN Rwandacell Limited (MTN R) Anti-Bribery and Corruption Policy is a Governance Policy as defined in section 7.3 of the MTN R Master Policy. Thus, the applicable Policy approval process, as set out in section 5.6 and Annexure B of the MTN R Master Policy, must be applied.

2.  DEFINITIONS AND ABBREVIATIONS

The definitions contained in this MTN R Anti-Bribery and Corruption Policy must be read with the definitions in the MTN R Master Policy. General definitions and abbreviations which are applicable across all MTN R Policies are provided for in the MTN R Master Policy and only Policy specific definitions provided for in this Policy.

3.  INTRODUCTION

• MTN R understands that Corruption severely damages fair market competition and is a threat to the development of our society, economy and
• In recent years we have seen an unprecedented increase in the number of fines imposed, imprisonment of senior executives and big corporate names making the headlines due to Bribery and
• MTN R is committed to conducting its business in an ethical, transparent, accountable and fair manner, in compliance with the legislation and regulations of the jurisdictions in which MTN R operates and the rules and requirements of the stock exchanges that it is listed

4. PURPOSE OF THIS POLICY

The purpose of this Policy is to formally communicate MTN R’s stance towards the prevention of Bribery and Corruption and to provide guidance on recognising and dealing with Bribery and Corruption issues.

5. SCOPE AND APPLICABILITY

• This Policy applies to all Employees .
• This Policy also applies to Third Parties.
• Where appropriate the provisions of this Policy should be included within the relevant Third Party contracts.

6.POLICY STATEMENTS

• MTN R is committed to fair dealing when conducting its business and strives to always act with due skill, care and diligence. MTN R adopts a zero tolerance attitude towards Bribery and Corruption or any other associated act within the public or private
• MTN R shall apply its best efforts to prevent Bribery and Corruption. The term “best efforts” means taking, in good faith, all reasonable steps to achieve a culture of
• EXCO and the Board acknowledge that they set the tone at the top and maintain the overarching responsibility for ensuring that an entrenched value system exists within MTN R when it comes to Bribery and
• In order to prevent Bribery and Corruption, MTN R must ensure that the appropriate due diligence procedures are applied to any prospective Third Party and a risk based approach should be considered in order to ensure compliance with the relevant
• At no time will MTN R require a Third Party to make payments on or behalf of MTN
• Any non-compliance or breach will be managed in terms of the MTN R Risk Escalation and Acceptance Policy and/or subject to MTN R’s consequence management, as documented in the MTN R Master

7. KEY PRINCIPLES

The key principles below articulate the general prohibition in respect of Gifts, Hospitality and Corporate Expenses, Facilitation Payments, Political Donations, Charitable Donations and Sponsorship, Third Party due diligence and procurement practices.

7.1.General Prohibition

• MTN R prohibits the offering or receiving of a financial or other advantage, either directly or indirectly for the purpose of an undue benefit or to bring about or reward improper or tainted decisions, from any person or company, regardless of whether they are a Government or Public Official, private person, company or anyone acting on MTN R’s behalf.

7.2.Gifts, Hospitality and Corporate Expenses

• All Gifts or Entertainment must be granted or accepted according to the principles set out in the MTN R Gifts, Hospitality and Entertainment Policy which makes provision for limits, approval requirements and requires all gifts to be declared within a Gift The onus rests with Employees to familiarise themselves with the MTN R Gifts, Hospitality and Entertainment Policy.
• Special care must be taken when dealing with such Government or Public Officials. Government or Public Officials are likely to be subjected to strict internal requirements from the organisation to which they
• MTN R shall:
• avoid one-on-one engagements with any Government or Public Official;
• ensure that engagements take place at official places of business and that minutes are documented; and
• ensure that any Gifts or form of Entertainment provided, is appropriate, declared and authorised by the relevant

7.3. Facilitation Payments

• MTN R operates in an ethical manner and prohibits any type of Facilitation or
• In the event that an Employee is directed to make a Facilitation Payment due to the immediate threat of physical harm, the payment should be made and the details surrounding the payment should immediately be reported to senior management and Risk and

7.4. Political Donations

• All Political Donations made by MTN R must be in line with MTN R’s ethical principles and standards as set out in the MTN Political Donations
• All Political Donations made must be reported to the Remunerations Committee on a quarterly

7.5. Charitable Donations and Sponsorships

• As part MTN R’s role as a responsible corporate citizen, corporate sponsorships and charitable donations (including MTN Foundation) are encouraged to be
• Employees must take note of the following when it comes to dealing with charitable donations and sponsorships when acting on behalf of MTN R:
• a charitable donation or sponsorship is prohibited from being used to disguise any act or intended act of Bribery or Corruption. It may also not be paid directly, or in cash, to an individual or to any Third Party fundraisers;
• all potential charitable donations or sponsorships must be tested against the general principle, in that, it does not appear to place customers, Third Parties or Government or Public Officials under any obligations to provide a donation; and/or
• a register of all charitable donations and sponsorships contributed by or to MTN R must exist at MTNR and must be reported quarterly to the Board Audit and Risk Committee, where The Company Secretary, is to monitor and maintain this register.

7.6. Procurement Practices

• MTN R shall conduct all procurement in a fair and transparent manner. Where it is reasonably suspected that a specific Third Party offers or receives bribes, MTN R will avoid and discard any further dealings with such Third Party, and may terminate any agreement where bribes have been confirmed.
• Procurement documents will include a declaration of interest and anti-corruption

7.7. Third Party Due Diligence

• The engagement of Third Parties must be made on the basis of quality, service, price and availability, within the parameters of MTN R’s Policies, Procedures and any applicable laws and
• A due diligence initiative should be conducted, when the need arises, especially when engaging with a Third Party. MTN R must ensure the following information is obtained when performing a due diligence on a prospective Third Party:
• information relating to ownership, the corporate structure, the date and place of incorporation, the names of the officers and directors and a brief history surrounding the Third Party;
• information relating to the Third Parties ownership and interests in other organisations;
• any business, government or political affiliations of the Third Party;
• any business or financial references that are capable of verification;
• audited financial statements from the past two years, alternatively unaudited accounts certified by Senior Management;
• the standard terms of business, if any, should be requested together with instructions that will be required for payment of invoices;
• legal disclosures regarding any involvement by the Third Party in insolvency proceedings, criminal convictions or investigations and civil litigation (this includes any previous, pending or potential cases);
• local market rates should be obtained for the goods or services to be supplied and compared with the quoted rates from the Third Party;
• information relating to any PIP screening done on the Third Party;
• credit rating of the Third Party from a reputable commercial source;
• information debarred or restrictive parties lists to confirm if the Third Party or individual does not appear on any local, national or international listing of restricted parties (pursuant to trade regulations imposed by the US, UK or other nations) or of organisations debarred from bidding (e.g. Work Bank);
• media or internet search for feedback, testimonials, evidence or allegations of

previous illegal or unethical conduct; and/or

• searches on ABC
• The due diligence Process must be completed before the relationship with the Third Party is entered into and all stages of this Process must be documented and retained in accordance with applicable data protection laws and Policies.
• Due care and heightened vigilance must be applied when dealing with Government or Public Officials and Third Parties in highly volatile

8.  REPORTING OF BRIBERY AND CORRUPTION ISSUES

• All Employees and Third Parties who wish to remain anonymous, may call the MTN fraud hotline on 37283 or send an email to anonymous@tip-offs.net. (MTN Rwanda has its own internal reporting structure that they follow, please therefore refer to Risk and Compliance Department for further information).
• The fraud hotline is outsourced by MTN R to an external company to ensure anonymity of the caller. The external company is only obliged to report the incident MTN R and shall not divulge the identity or personal details of the caller unless the caller requests that his or her identity be made known.

9. REFERENCED DOCUMENTS/RELATED POLICIES

• In addition to the documents referenced below, this Policy must be read in conjunction with the MTN R Conduct Passport and Master Policy, which sets out the principles and related activities to provide guidance on minimum standards with which compliance is

ANNEXURE A – ROLES AND RESPONSIBILITIES

1. Board of Directors and CEO

The overall responsibility rests with the Board and the CEO to ensure that ABC control measures are implemented within MTN R.

2. EXCO

It is the responsibility of EXCO to ensure compliance with, and the execution of, this Policy within their relevant jurisdictions, operations and/or business units.

3.Board Audit and Risk Committee

The role of the Board Audit and Risk Committee is to:

• provide governance and oversight in terms of the execution of this Policy and ensure that the MTN R is compliant;
• review reports confirming any instances of Non-Compliance with this Policy; and
• escalate any reported issues concerning Bribery or Corruption to Group Fraud Risk Management and/or the GRC&CGC.

4.Risk and Compliance

It is the responsibility of Risk and Compliance to:

• implement and ensure that this Policy is annually reviewed and updated;
• implement and maintain a framework for reporting, recording and investigating occurrences of Bribery and Corruption;
• investigate, where necessary, reports of Bribery and Corruption in line with the MTN R Fraud Risk Management Framework;
• provide training and guidance on Bribery and Corruption and other high risk related matters; and
• report any issues of Non-Compliance to the Board Audit and Risk Committee, where appropriate.

5.Internal Audit and Forensic Services

It is the responsibility of Internal Audit and Forensic Services to serve as an assurance function on the execution of this Policy as well as to investigate any breaches received. Upon

conclusion of the investigation, the results will be distributed to the MTN R, CEO, Board Audit and Risk Committee, Risk and Compliance and the General Manager Risk and Compliance where appropriate and applicable.

6. Group Human Resources

Human Resources is responsible for:

• facilitating and supporting training on ABC; and
• ensuring that all new Employees receive ABC training which should include an introduction to the Just Say No Toolkit

7.Employees

Employees are required to raise their concerns and report any wrongdoing within the workplace to their immediate line manager, if their line manager is not available, they should escalate the report to the next level of management or to the Risk and Compliance Department. As a last resort, the matter should be escalated to the Forensic Audit Department or to any Executive.

Employees should also take note of the following when performing their duties, they should:

• exercise the highest standard of care, honesty and integrity in their daily duties;
• ensure that they are compliant with this Policy and that they adopt a zero tolerance approach towards Bribery and Corruption; and
• assist and co-operate in all investigations into Bribery and

8. Third Parties

It is the responsibility of every Third Party to:

• comply with this Policy; and
• assist and co-operate in all investigative and preventative actions surrounding Bribery and

ANNEXURE B: RED FLAGS

Below is a list of Red-flags relating to Bribery and Corruption that may be encountered at MTN Rwandacell which may raise concerns. This list is not exhaustive and is intended for illustrative purposes only. If any Employee encounters any of these Red-flags, the issue must be reported in conjunction with the reporting methods set out in the Whistleblowing Policy:

• an Employee becomes aware that a Third Party engages in, or has been accused of engaging in, improper or unethical business practices;
• an Employee learns that a Third Party has a reputation for paying bribes, require bribes to be paid to them, or has a reputation for having a “special relationship” with local or foreign Government or Public Officials’;
• a Third Party insists on receiving a commission or due payment before commencing with their duties (i.e. before committing to sign up for a contract with MTN or whilst carrying out a government function or process for MTN);
• a Third Party requests payment to be made in cash;
• a Third Party requests that payment is made to a geographic location which is different from where the Third Party resides or conducts business;
• a Third Party demands lavish Gifts or Entertainment prior to commencing with contractual negotiations or contractual provisions of service;
• a Third Party requests that a payment be made to ‘overlook’ potential legal violations;
• a Third Party requests some form of advantage to a friend or relative. Advantage may be an inducement or reward offered, promised or provided in order to gain any commercial, contractual, regulatory, monetary, financial or personal advantage;
• an invoice is received from a Third Party which appears to be non-standard or customised;
• a Third Party requests that a payment be made to a shell company and/or an offshore banking account;
• MTN has been invoiced for a commission or fee payment that appears larger when compared to the service provided;
• MTN R receives a request for commission which is larger than what is stipulated in the relevant MTN R contract;
• a Third Party requests or requires the use of an agent, intermediary, consultant or supplier that is not typically used by MTN R;
• an unusually generous Gift or lavish hospitality is offered by a Third Party;
• MTN R receives a payment request to be made in the name of someone who is different from the entity named in the relevant MTN R contract;
• a request is received for the backdating of documents; and/or
• it appears a situation is not transparent which may include improper payments, (e.g. where certain parties are involved in deals where roles are unclear, or where decision making appears to be illogical)