1. POLICY APPROVAL

This is a Governance Policy as defined in the MTN Rwanda Master Policy. Thus, the applicable Policy approval process, as set out in Annexure B of the MTN Rwanda Master Policy, must be applied. Furthermore, as a subsidiary of MTN Group Ltd, MTN Rwandacell Plc (“MTN Rwanda” or “MTN”) is party to a Management Support Services Agreement with MTN Group, under which MTN Rwanda receives various services and support from MTN Group. Through this arrangement, MTN Rwanda received MTN Group’s Whistleblowing Policy for purposes of localising.

2. DEFINITIONS AND ABBREVIATIONS

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

PREAMBLE

To the rest of the world, each of our actions represent MTN and we do our best to
conduct our business ethically to uphold the reputation of our brand. Our
sustainability depends on each of us accepting personal responsibility for doing the
right thing.
MTNer’s and associated parties are often in a good position to identify concerns
regarding misconduct or breaches of any MTN related policies and procedures or any
applicable law. Share your concerns promptly and honestly. We know it takes courage
to come forward and share your concerns.
MTN provides a conducive environment for confidential and anonymous reporting to
ensure no retaliation of any kind against anyone who makes a good faith report about
possible misconduct or legal violations. Regardless of who you report to, you can be
confident that you are doing the right thing, and that your concerns will be handled
promptly and appropriately.

3. INTRODUCTION

Speaking up and reporting concerns

• MTN is committed to the highest levels of ethics and integrity. MTN is also, committed
  to conducting its business in an ethical, transparent, accountable and fair manner, in
  line with our values and mission, and in compliance with the legislation and
  regulations of the jurisdictions in which MTN operates, including the rules and
  requirements of our stock exchange listings.
• We have a zero tolerance for bribery and corruption and are committed to ethical
  conduct. As such employees and as associated parties are encouraged to speak up
  when they see any conduct that violates laws, regulations or internal processes.

4. PURPOSE OF THIS POLICY

• The purpose of this policy is to encourage employees and associated parties to speak
  up and report conduct which they, in good faith, believe violates laws, regulations, or
  internal processes.

This policy aims to:

• encourage you to feel confident in raising serious concerns at the earliest
  opportunity and to question and act upon concerns about any unethical work
  practices;
• ensure that you understand your responsibility for reporting concerns;
• provide avenues for you to raise those concerns and receive feedback on any
  action taken;
• ensure that you receive a response to your concerns and that you are aware
  of how to pursue them if you are not satisfied;
• reassure you that you will be protected from possible reprisals or victimization,
  if you with reasonable belief have made any disclosure in good faith.

5. SCOPE AND APPLICABILITY

This policy applies to MTN Rwanda, all MTN OPCOs, all MTN staff and relevant
stakeholders including the following:

• all operations and subsidiaries in which the MTN Rwanda owns majority share
  or has management control;
• all officers, directors, employees and representatives of the entities referred
  to above, whether permanent, temporary or on contract, in all territories,
  regions and functions;
• service providers, suppliers and contractors acting on behalf of MTN and/or
  supporting MTN services;
• entities with a minority shareholding and joint ventures where management
  services are provided;
• All engagement with stakeholders irrespective of the context or objective.

The scope of this policy:

• is intended to cover concerns that fall outside the scope of other procedures
  and therefore does not replace a procedure that enable you to lodge a grievance
  relating to your own employment.
• does not relate to any customer queries that should be directed via the
  customer care channels, unless these customer queries directly relate to
• disclosures of any transgression by an MTN employee impacting MTN.

6. POLICY STATEMENTS

• MTN encourages employees and associated parties to speak up and report conduct
  which they, in good faith, believe violates laws, regulations, or internal processes.
  Employees and associated parties may report concerns anonymously. No concern is
  too small to report. We encourage you to speak up promptly and raise questions and
  issues honestly, no matter how difficult or sensitive.
• MTN acknowledges the courage it takes to come forward and share your concerns
  and therefore applies a no retaliation policy nor permit retaliation against anyone
  who raises questions or concerns about possible misconduct or legal violations to us
  or a government authority in good faith.
• MTN is committed to ensure confidentiality regardless of who you report to. There are
  several ways to raise issues, if you believe that a law may have been or could be
  violated, consult with the Rwanda Risk and Compliance or Rwanda Legal immediately.
  For other matters, you can talk to your direct line manager or another member of
  management or contact Human Resources.

7. KEY PRINCIPLES

SAFEGUARDS

Protection and Confidentiality

MTN undertakes to protect its employees and associated parties against any
occupational detriment or retaliation where:

• the disclosure was made in good faith, and employees and associated parties
  believed, at the time of the disclosure, that the information or allegation
  contained therein was substantially true;
• the disclosure was not made for the purposes of personal gain or malicious
  intent; and
• the disclosure was made in accordance with the reporting procedures
  prescribed in this policy.

MTN endeavours to take all necessary steps and precautions to protect and keep
confidential:

• all disclosures or transgressions reported to the MANCO/OpCo IAFS, direct line
  management, executive management or the whistleblowing facility; and
• the identity of employees and associated parties reporting conduct or
  concerns, including implicated individuals and/or third parties.

MTN offers reasonable personal protection to employees and associated parties and
persons living in the same household of the reporting employee/associated party,
should the need arise. This will be determined and authorised by the MTN Rwanda
Executive Internal Audit and Forensic Services.

As required by MTN, and where no other legal permissible prohibition exists, any
employee or associated party reporting conduct or concerns are required to abide to
confidentiality of information in terms of any disclosure or transgression reported to
MTN and via the whistleblowing facility.

Non-retaliation policy

• MTN strictly prohibits retaliation of any kind against anyone for reporting or
  supplying information about violations or potential violations of MTN’s related
  policies or procedures. As an MTN employee, you are safe from retaliation.

Protection against retaliation

• MTN strictly prohibits retaliation of any kind directed against an employee who
  reports an issue or concerning conduct. In turn, an employee who know or suspects
  that retaliation has taken place must report this information immediately. All
  occupational detriment or reprisals in breach of this policy, detected or reported, will
  be investigated by MANCO/OpCo IAFS. Acts of retaliation against a whistleblower in
  violation of this policy will be subject to disciplinary action, up to and including
  termination of employment
• Any investigation into allegations of potentially unethical, unlawful or unsafe conduct
  and practices will not influence or be influenced by any disciplinary or redundancy
  procedures that may already affect you. Neither will any of these procedures be
  stopped, temporarily or otherwise, as a result of reporting concerns.

Untrue / false reporting

Any concerns reported should be made in good faith. In the event that it is determined
that allegations have been made frivolously, maliciously or for personal gain,
disciplinary action may be taken. Any of the following actions will result in disciplinary
action, up to and including termination of employment:

• filing a report that is knowingly false;
• filing a report that is intended to threaten or damage an employee’s reputation;
  or
• taking any action against another employee that is considered retaliation.

Reporting – People support

When you have a question, problem or a concern, in most cases, your line manager
should be the first point of contact.

Whistleblowing Facility

• To ensure anonymity and confidentiality, MTN has acquired the services of an
  independent external service provider in the provision of a whistleblowing facility on
  behalf of MTN.
• This provides a secure platform in which employees and associated parties may
  report concerns anonymously. All reports are treated anonymously and confidentially
  unless the reporting employee or associated party provides express consent of their
  identity to made known.

What to report?

Employees and associated parties are encouraged report or receive information
about conduct or concerns which they, in good faith, believe violates laws,
regulations, or internal processes. Any serious concerns on or about any aspect of
MTN business or conduct of employees and associated parties can thus be reported
under this policy. This may include conduct that is:

• unlawful, fraudulent, corrupt; or
• against, or fails to comply with MTN guidelines, procedures, values, policies,
  codes of conduct, legal obligations; or
• falls below established standards of work practice; or
• amounts to improper conduct; or
• constitutes sexual, physical or emotional abuse of employees/associated third
  parties as defined in the MTN Rwanda Anti – Harassment and Discrimination
  Policy; or
• endangers the health and safety of any individual; or
• a miscarriage of justice; or
• unfair discrimination as defined in the Employment Equity Act and Promotion
  of Equality and Prevention of Unfair Discrimination Act; or
• an attempt to cover up any of the above.

Although you are not expected to prove beyond doubt the truth of an allegation, you
will need to demonstrate that there are reasonable grounds for your concern raised.
Include any proof that you may have to support the allegation (e.g. communication
records, invoices, etc). If you are in possession or aware of any other evidence and
where it can be located, the details should be provided to assist with the investigation.

MTN is committed to ensuring that all complaints are managed in a confidential and
non-discriminatory manner. A guidance note in the form of a whistleblowing
procedure has been developed on the process and escalation protocol when dealing
with complaints or when an employee or associated party comes forward, whether
directly to MTN management or anonymously through the whistle blower facility. For
more details on the whistleblowing procedure, see “Annexure A” and “Annexure C”.

8. HOW MTN WILL RESPOND?

• The response of MTN will depend on the nature of the concern raised and taking in
  account the whistleblowing procedure (see “Annexure A” and “Annexure C”).
• Initial enquiries will be made to determine whether an investigation is appropriate and
  if so, what form the investigation should take. Some concerns may be resolved by agreed action without the need for investigation. If an allegation requires
  investigation, MTN will complete a full, fair, objective and prompt investigation.
  Investigations conducted by Rwanda Internal Audit and Forensic Services or relevant
  OpCo, or by independent third parties on behalf of MTN, will be performed in an
  ethical manner and in compliance with the law and applicable MTN policies.
• All employees of MTN are obligated to cooperate fully with investigations and to
  promptly, completely and honestly comply with all requests for information,
  interviews or documenting during the course of the investigation.

Where appropriate the matters raised may:

• be investigated be internally by Internal Audit and Forensic Services;
• be referred to the relevant police service;
• form the subject of an independent inquiry.

Precise action such as feedback and interaction with the whistle blower (either
through the whistleblowing facility or directly should you identify yourself) will be
determined on a case-by-case basis, especially if doing so would breach on a duty of
confidence that MTN owes to another party , or if it is necessary to avoid prejudice in
the prevention, detection or investigation of a criminal offence.

9. POLICY COMPLIANCE

• Any disciplinary proceedings emanating from a breach of this policy shall be dealt
  with in accordance with the MTN’s Rwanda Disciplinary Code and Procedure
• Where an employee is suspected of breaching the policy, an internal investigation
  may be undertaken and, depending on the outcome thereof, disciplinary proceedings,
  civil and/or criminal legal action may be taken against the offending employee(s).
• Any non-compliance or breach of this policy maybe subject to MTN’s consequence
  management, as documented in the MTN Rwanda Master Policy.
• In the event that the OpCo is unable to comply with the provisions set out in this
  Master Policy or in a particular Rwanda Policy, the Dispensation Template set out in
  Annexure (E) in the Master Policy should be completed and submitted for approval to
  the Rwanda Policy Owner.

10. DOCUMENT CONTROL

• This policy may be reviewed annually or as may be required for compliance purposes
  and to maintain its relevance and applicability. Business and/or legislative
• Any reviews to this policy shall accordingly be facilitated by the policy owner(s).
• It is the sole responsibility of the policy owner(s) to ensure that any approved policy
  changes are accordingly communicated to the various stakeholders using the
  applicable channels.
• If the policy is not reviewed, within the specified time frame, then the provisions of the
  policy shall remain operational and applicable until the policy is next reviewed.
  requirements may necessitate more frequent review(s).

11. REFERENCED DOCUMENTS/RELATED POLICIES

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

ANNEXURE A – ROLES AND RESPONSIBILITIES

1. CEO, Executive Management and Line Management

• It is the responsibility of the CEO, executive management and line management to
  ensure compliance and implementation of this Policy in their relevant OpCo’s or
  business areas.
• Executive and line management should familiarise themselves with the obligations
  contained within this Policy and ensure that they comply with this policy in respect of
  any disclosure or transgression, by a whistleblower, reported to themselves.
• Executive and line management are responsibility for taking steps to create and
  maintain an ethical organisational culture in which employees and workers can blow
  the whistle without fear of retaliation.

2. Rwanda Risk and Compliance (or the OpCo equivalent)

2.1 It is the responsibility of Rwanda Risk and Compliance (or the OpCo equivalent) to:

• implement and ensure that this Policy is annually reviewed and updated;
• provide training and guidance on Whistleblowing related matters; and
• report any issues of non-compliance to the RC&CGC or the OpCo Audit and Risk
  Committee, where appropriate.

3. Whistleblowing Facility

• If you wish to speak up and report conduct which you, in good faith, believe violates
  laws, regulations, or internal processes, but given the seriousness and sensitivity of
  the issues involved and/or who is suspected, you do not want to report to your line
  manager or any other MTN representative, you are encouraged to use the
  whistleblowing facility.
• The whistleblowing facility shall receive and record as much information as possible
  relating to a disclosure made via a call, or review and record of any information
  provided via email or the website by an individual.
• The independent operator can field calls and/or written information supplied. The line operators will use an MTN-specific format that would address the needs of MTN.
  Specific questions related to complaint or information provided will be asked by the
  line operators. This will include (a) date of incident; (b) incident location; (c) description
  of incident; (d) nature/type of allegation; (e) how the incident observed or identified;
  (f) estimated loss or damage to MTN; (g) details of implicated individuals; (h)
  understanding if there is a threat to your personal safety, or do you fear victimisation/
  retaliation as a result of making this report; (i) did anyone attempt to conceal this
  incident. The line operators will prepare a confidential report detailing the information
  and provide it securely to MTN. You can use the unique reference number to follow up
  on the reported matter or to provide additional information
• The whistleblowing facility of the independent operator guarantees all callers
  anonymity, in that no caller identification exists, although calls are recorded and
  stored for quality purposes. This is a specific contractually bound relationship that no
  release of caller identification, including voice recordings, will be provided to MTN. The
  whistleblowing facility will receive calls and/or correspondence on an anonymous
  basis, or where the caller/information supplier wants to be identified on that basis,
  with specific reference to obtain information relevant to reporting fraudulent and
  unethical behaviour of MTN employees or associated parties.
• A report will be prepared, in a prescribed format, recounting the disclosure received.
  All personally identifiable information will be removed to ensure anonymity.
• The external service provider will issue a report relating to the disclosure to the
  authorised individuals of the MANCO / IAFS teams.

4. MTN Internal Audit and Forensic Services (IAFS)

• It is the responsibility of MANCO IAFS authorised individuals to evaluate the reports
  received from the external service provider and determine the path of MTN IAFS
  escalation in line with the MTN Anti-Fraud and Zero Tolerance Policy.
• It is the responsibility of MTN’s IAFS to inform the whistleblower (through the
  whistleblowing facility where relevant) within 21 days after the protected disclosure,
  of the decision
• to investigate the matter and, where possible, the timeframe of the investigation;
• not to investigate the matter and the reasons for the decision; or
• to refer the disclosure to another person or body.
• It is the responsibility of MTN’s IAFS to review the adequacy and effectiveness of
  internal control processes relating to functions governing Whistleblowing
  incorporated in this Policy.
• MTN’s IAFS is also responsible for the independent review, vetting and investigation
  of all Transgressions and disclosures received from line management, executive
  management or the Whistleblowing Facility.
• MTN’s IAFS must ensure that the identity of the whistleblower is protected at all times
  and in the event of reprisals against a whistleblower, investigate and recommend
  disciplinary actions against breach of this Policy.
• A quarterly report will be submitted to the MTN RC&GCC covering the number of
  reports received, the status of the investigation and/or action taken if so required by
  MANCO IAFS.
• Similarly, OpCo IAFS will submit a quarterly report to the respective OpCo Audit and
  Risk Committee covering the number of reports received, the status of the
  investigation and/or action taken if so required by the OpCo IAFS.

ANNEXURE B – METHODS OF COMMUNICATION – MTN WHISTLEBLOWING FACILITY

MTN acquired the services of an independent external service provider, to facilitate the
whistleblowing line on behalf of MTN. The whistleblowing facility will be known and advertised
internally as the MTN Whistleblowing Hotline “Tip-offs Anonymous”.
Disclosures can be made to Tip-offs Anonymous by utilising any of the following methods of
communication, 24 hours a day, 7 days a week, and 365 days a year:

Email Address:	anonymous@tip-offs.net
Website:	https://www.tip-offs.com
Free Post:	Tip-off Anonymous Free Post KZN 138 Umhlanga Rocks 4320 KwaZulu Natal South Africa
Call number:	37283 (For Rwanda)

Critical information to be considered when a disclosure is made, or a transgression is reported
to the whistleblowing facility:

• What is the suspicion or alleged wrongful acts?
• How is the whistleblower aware of this information?
• When did it occur?
• Where did it occur?
• How long has it been on-going?
• Is it still on-going?
• How often has it been occurring?
• Does the whistleblower have any documentary evidence related to the disclosure
  or transgression?
• Has the thistle-blower reported it before? If so, provide details.

If the whistleblower does not have all the relevant information as stated above, please
provide as much information as possible relating to the disclosure or transgression
reported as this will contribute greatly to the thorough investigation thereof.

ANNEXURE C – WHISTLEBLOWING REPORTING PROCEDURE

1. Reporting/disclosure of transgressions

1.1. If any employee, in good faith, reasonably believes or witnessed that there is, was, or
in future will be a transgression on the part of MTN or an employee then:

• the employee must, preferably, report the transgression to his/her direct line
  management;
• the employee can also report the transgression to:
• Employees, who wish to report or disclose any information relating to any
  transgression anonymously, may do so by means of the whistleblowing facility
  which allows reporting or disclosure via email, phone, free post or the website.

Managers are likely in the best position to understand your concern and take the
appropriate action. MTN management is committed to living up to high standards of
ethical behaviour. This means encouraging employees to ask questions, make
suggestions and report wrongdoing. Management must follow up on allegations of
wrongdoing that are brought to their attention and take appropriate corrective
action, including disciplinary and legal measures.

11.2. Additional people support resources for reporting concerns include:

• Human Resources
• OpCo Internal Audit and Forensic Services
• Manco Internal Audit and Forensic Services
• Rwanda Legal
• Rwanda Risk and Compliance

If any associated party seeks to report or disclose any information regarding any
transgression on the part of MTN itself or an Employee of MTN, they can directly
contact:

• the OpCo IAFS; or
• the MANCO IAFS; or
• the whistleblowing facility which allows reporting or disclosure via email, phone,
  free post or the website.

2. Whistleblowing facility

• A report will be prepared relating to the disclosure received and this will be forwarded
  to the authorised individuals within the related MANCO IAFS.
• In the event that a disclosure was made relating to one of the authorised recipients
  in the OpCo IAFS or an OpCo executive, the matter will be escalated to MANCO IAFS
  for perusal and review.

3. Acting on reported transgressions

• Any disclosure regarding a transgression made by an employee should be reported
  to the relevant OpCo IAFS for investigation, within 24 hours of the disclosure, and
  should not be investigated by direct line management or the OpCo executive.
• Direct line management or the OpCo executive should immediately escalate reported
  transgressions or disclosures to the MANCO IAFS, if such reports meet the following
  criteria:
• the incident implicates a member of EXCO;
  • the incident may cause serious reputational damage to the value of $100 000; or
  • the incident may involve or significantly affect other MTN operations
• Whenever a disclosure is made to the whistleblowing facility, a copy of the disclosure
  will be forwarded, in a report format, to the relevant OpCo IAFS for further
  examination or vetting after preliminary review by MANCO IAFS unless it implicates a
  member of OpCo IAFS
• It remains the responsibility of MTN’s IAFS to independently review and investigate
  all transgressions and disclosures received from direct line management, executive
  management and/or the Whistleblowing Facility.
• Any other concerns or transgressions, which do not fall within the scope of this Policy
  will be dealt with in accordance with all other relevant Policies or Procedures within
  the relevant MTN OpCo’s.
• MANCO IAFS reserves the right to escalate the transgression or disclosure, based on
  the nature and severity of the Transgression, to a reputable independent service provider or an independent commission after consultation with the functional Head
  of Forensics Services.