Resolution agreement with the Central Bank of Nigeria concludes

As previously communicated, the Central Bank of Nigeria has alleged improper repatriation by MTN Nigeria Communications Limited (“MTN Nigeria”) of US$8,1 billion between 2007 and 2015.

MTN Nigeria has held various engagements in order to find an equitable resolution to the matter. In particular, a series of meetings were held in Lagos with CBN officials during November 2018. At these meetings MTN Nigeria provided additional material documentation which satisfactorily clarified its remittances. The CBN upon review of the additional documentation concluded that MTN Nigeria is no longer required to reverse the historical dividend payments made to MTN Nigeria shareholders. However, the CBN maintains that the proceeds from the preference shares in MTN Nigeria’s private placement remittances of 2008 of circa USD$ 1 billion were irregular having been based on CCIs that only had an approval-in-principle, but not final regulatory approval of CBN.

The CBN instructed MTN Nigeria to implement a notional reversal of the 2008 private placement of shares in MTN Nigeria at a net cost of circa N19.2 billion – equivalent to US$52.6m (the notional reversal amount). This is on the basis that certain certificates of capital importation (CCIs) utilised in the private placement were not properly issued.

MTN Nigeria and the CBN have agreed that they will resolve the matter on the basis that MTN Nigeria will pay the notional reversal amount without admission of liability. In terms of the resolution agreement, the CBN will regularise all the CCIs issued on the investment by shareholders of MTN Nigeria of circa $402,625,419 without regard to any historical disputes relating to those CCIs, thereby bringing to a final resolution all incidental disputes arising from this matter.

MTN Nigeria relied on certain commercial banks to ensure all approvals had been obtained prior to the CCIs being issued and to ensure the CCIs were properly utilised in the private placement. MTN Nigeria will be engaging with the banks in relation to the issues dealt with in the resolution agreement.

Shareholders are advised that the legal process initiated by MTN Nigeria for injunctive relief restraining the AGF from taking further action in respect of its orders for back taxes is continuing. The AGF matter came up for initial mention before the Federal High Court of Nigeria Lagos Judicial Division on 8 November 2018 and has been adjourned to 7 February 2019. MTN Nigeria continues to maintain that its tax matters are up to date and no additional payment, as claimed by the AGF, is due, and consequently no provisions or contingent liabilities are being raised in the accounts of MTN Nigeria for the AGF back taxes claim.

As a result of the above, shareholders are no longer required to exercise caution in dealing with the Company securities.

MTN Group announces executive appointments

Johannesburg – MTN Group is pleased to announce several new executive appointments, including the position of Chief Technology & Information Officer and Executive for Corporate Services & Sustainability.

Charles Molapisi has been appointed as the company’s Group Chief Technology and Information Officer, effective 1 January 2019. His appointment follows Babak Fouladi’s resignation from the company to take up another opportunity in Europe.

Charles is a seasoned professional, with more than 16 years of experience in both fixed and mobile telephony. He worked for Telkom and Liberty Life prior to joining MTN, and held various senior management positions in MTN Nigeria, including that of Chief Information Officer (CIO). His current role is that of CEO of MTN Zambia where his championing of a pro-customer positioning resulted in the company leading all competitors in customer experience metrics.

He holds a Master’s Degree in Business Leadership from the University of South Africa, a post-graduate Diploma in Business Management from the University of KwaZulu-Natal and a Bachelor of Commerce Degree from the University of the Witwatersrand. Additionally, he has completed courses on strategy and talent with Harvard Business School, Columbia Business School and the Institute for Management Development in Switzerland.

In light of Charles’s move to MTN Group, former MTN Cyprus CEO, Philip van Dalsen, has been appointed MTN Zambia CEO. Philip will also take up his new role on 1 January 2019.

Nikos Angelopoulos recently joined MTN as Group CIO, accountable for Information Technology Design and Delivery. In his role, he is responsible for managing and maintaining the standard IT architecture across the Group, and, in line with the strategy, ensure that the company leads innovation and customer experience.

Nikos has 25 years of experience in management consulting and working for telecommunications service providers. He started his career with Accenture in the UK where he spent 15 years helping clients in different industries to start their digital journeys. His first engagements were in the financial services industry where he worked on the digital transformation of the London Stock Exchange. He later moved to telecommunications, working with cable operators and telcos in Europe, Asia and the United States focussing on launching digital television platforms and services. After Accenture, Nikos joined Vodafone where he held various senior management positions including CIO for Vodafone Italy and South Europe region and member of the Group IT Board. He joins MTN from UAE’s Emirates Integrated Telecommunications Company where he was the Executive Vice President for IT & Product Engineering.

Nikos holds a BSc in Physics from the University of Athens and MSc in Digital Communications and Signal Processing from Imperial College, University of London. He also has an Executive MBA from London Business School.

David Gilarranz has been appointed as the CEO for MTN Digital. He is a seasoned leader with more than 28 years of experience in telecommunications and digital services. David spent his early career in companies such as Verizon and Convergys, in strategic planning and sales management, and later co-founded the company Cyclelogic, one of America’s early movers in the texting and mobile internet services space. David joined MTN from Millicom where he was the VP: Digital and Innovation. The recent Simfy acquisition will report directly to David as part of his portfolio.

David has completed an executive leadership programme with Stanford University Graduate School of Business, USA, and holds a Bachelor of Arts degree in Business Management from Universidad Metropolitana (Metropolitan University) in Venezuela.

Motselisi Molapo, the new executive for Group Internal Audi and Forensics will join MTN on 14 January 2019 from Liberty Holdings, where she was the Chief Audit Executive reporting to the Audit Committee. Prior to this, she held senior roles at AngloGold Ashanti and PwC. She has more than 18 years of experience in the audit environment across multiple industries, having worked in South Africa and the USA.

Motselisi is a Chartered Accountant and has a Bachelor of Commerce Honours Degree from the University of Natal and a Bachelor of Commerce, Accounting and Commercial Law Degree from Rhodes University. As Executive for Internal Audit and Forensics, Motselisi will be responsible for delivering independent third line assurance to the MTN Group Executives and Board, focussing on the adequacy and effectiveness of the MTN Group’s governance, risk management and system of internal control.

Nompilo Morafo has been appointed as Executive for Group Corporate Services and Sustainability, effective 1 February 2019. Nompilo joins MTN from LafargeHolcim, where she was the Country Director for Communications and Public Affairs. Prior to joining LafargeHolcim, she held the role of Vice President for Country Management and Public Affairs for Sasol’s International Exploration and Production. As the Executive for Corporate Services and Sustainability, Nompilo will be responsible for managing MTN’s reputation in the marketplace, through the coordination of the corporate communication, public affairs, sustainability, events and sponsorship, and Corporate Social Investment (CSI) functions across the company’s footprint.

She holds a Bachelor of Technology (BTech) Degree in Business Communication from Tshwane University of Technology, a National Diploma in Business Communication from Pretoria Technikon and a Post Graduate Diploma in Business Management from Henley Business School.

Commenting on the appointments, MTN Group President and CEO, Rob Shuter said, “Charles, Nikos, David, Motselisi and Nompilo bring valuable skills and experience to their new roles, which will stand them in good stead to lead their respective business units and support the delivery of our BRIGHT strategy.”

– Issued by MTN Group Regulatory and Corporate Affairs

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