This is a report of the Independent Special Committee appointed by the Board of MTN Group Limited (“the board”) to investigate allegations by Turkcell against MTN (“the committee”).

The committee was established by resolution of the board on 1 February 2012 and asked to conduct an enquiry in accordance with the terms of reference.

The primary objective of the committee was to investigate the factual allegations of wrongdoing in the draft complaint that Turkcell raised in 2012 and advise and make recommendations to the board as to any actions to be taken in connection with those findings.

Irrespective of the validity of the claims which Turkcell sought to advance, the board felt that the nature and content of Turkcell’s allegations raised serious issues requiring thorough investigation and analysis. MTN has zero tolerance for corrupt and unethical business practices. To ensure the independence of the investigation the committee was comprised of three non-Executive Directors but importantly was chaired by Lord Hoffman a pre-eminent Jurist and member of the House of Lords in the United Kingdom.

Lord Hoffman confirmed that he received full cooperation from the company and was given unrestricted access to all individuals, information, documents and facilities which the committee requested. He said that there had not been the slightest attempt by the Company or its management to influence the committee in its deliberations or its report.

The committee exonerated MTN and found that Mr Kilowan who had given two statements in arbitration proceedings brought by Turkcell against the Islamic Republic of Iran and a deposition in the United States proceedings against MTN was in the words of the committee “shown to be a fantasist and a conspiracy theorist”.

The committee was entirely satisfied that there was no conspiracy between MTN and Iranian officials to remove Turkcell from the successful consortium, no promise to procure the South African government to supply defence equipment or support Iran’s nuclear policy at the IAEA, and no sham loans. The committee further found that MTN paid nothing to Ambassador Saloojee and that neither Mr Nhleko nor Ms Charnley authorised Mr Kilowan to promise him anything. Finally the committee found that there was no substance in the allegations of participation by Mr Nhleko or Mrs Charnley.