Supplier code of conduct

The Supplier Code of Conduct (hereinafter referred to as the 'Code') defines minimum standards that our suppliers and their employees and subcontractors must respect and adhere to when conducting business with MTN.

The objective of this Code is to provide summarised information detailing the required minimum standards expected of every supplier in their interaction with MTN and its employees.

They are not intended to change or replace any specific contractual requirements. Rather, this Code establishes the basic principles for business conduct which we expect from suppliers. Irrespective of this document, if a contract between us or local laws and regulations contains stricter or more detailed requirements than this Code, then we expect you to meet those stricter requirements.

This document helps the continued implementation of our commitment to international standards such as the OECD Guidelines for Multinational Enterprises, the UN Guiding Principles on Business and Human Rights, the United Nations Global Compact, the Carbon Disclosure Project standard and the Core Conventions of the International Labour Organisation (ILO).

Therefore, MTN strives to conduct business with suppliers who share our commitment to high ethical standards, and operate in a responsible and ethical manner

MTN may verify your compliance with this Code by performing audits or other assessments of your facilities, records and business processes. Violation of the code of conduct may result in your disqualification and the termination of our business relationship.

This Code encompasses key requirements in four different areas:

I. Ethics
II. Labour and human rights
III. Health, safety and environment
IV. Management systems

Acknowledgement of this Code is a prerequisite for working with MTN.

1. Ethics

MTN suppliers are expected to conduct their business in an ethical manner and to act with integrity.

Ethical requirements include the following aspects:

Act ethically: Anti-fraud and zero tolerance

The supplier shall conduct business in accordance with the highest ethical standards, and require the same compliance throughout the entire supply chain. Demonstrate a zero-tolerance policy prohibiting any and all forms of corruption and bribery. All business dealings should be transparently performed and accurately reflected within the business books and records. Choose your business partners carefully and only after conducting a thorough background check.

View the Group’s Social and Ethics Statement at https://www.mtn.com/en/mtn-group/about-us/ethics/Pages/Ethics-policy-positions.aspx

Anti-bribery and corruption policy

The supplier must never, directly or through intermediaries, offer or promise any personal or improper advantage in order to obtain or retain a business, or other advantage from a third party, whether public or private. The supplier will not pay or accept bribes and facilitation payments, arrange or accept kickbacks and shall not take any actions to violate, or cause its business partners to violate, any applicable anti-bribery laws and regulations. The supplier must ensure compliance with MTN Group Anti-bribery and Corruption Policy at all times.

View MTN Group's position on anti-bribery, corruption and gifts at: https://www.mtn.com/en/mtn-group/about-us/ethics/Pages/Ethics-policy-positions.aspx

Conflict of interest

The supplier shall avoid the appearance of or actual improprieties or conflicts of interests. The supplier must not deal directly with any MTN employee whose spouse, domestic partner or other family member or relative holds a significant financial interest in the supplier. In the course of negotiating the supplier agreement or performing the supplier's obligations, dealing directly with a spouse, domestic partner or other family member or relative employed by MTN is also prohibited.

View MTN Group's position on the management of conflicts of interest at: https://www.mtn.com/en/mtn-group/about-us/ethics/Pages/Ethics-policy-positions.aspx

Receiving of gifts and benefits

The supplier shall avoid giving gifts to MTN employees because even a well-intentioned gift might constitute a bribe under certain circumstances, or create conflicts of interest. Do not offer anything of value to obtain or retain a benefit or advantage for the giver, and do not offer anything that might appear to influence, compromise judgement or obligate the employee. If offering a gift, meal or entertainment to MTN employees, always use good judgement, discretion and moderation.

View MTN Group's position on anti-bribery, corruption and gifts:https://www.mtn.com/en/mtn-group/about-us/ethics/Pages/Ethics-policy-positions.aspx

Monitoring and reporting

We also expect you to truthfully and accurately disclose information regarding your business activities, structure, financial situation and performance in accordance with applicable laws, regulations and prevailing industry practices.

View the MTN Group Code of Ethics at https://www.mtn.com/en/mtn-group/about-us/ethics/Pages/our-code-of-ethics.aspx

2. Labour and human rights

MTN suppliers are expected to protect the human rights of their employees, and to treat them with dignity and respect.

This includes the following aspects:

Freely chosen employment

Forced, bonded or indentured labour or involuntary prison labour will not be utilised by the supplier.

Child labour and young workers

The supplier shall not use child labour; the employment of young workers below the age of 18 shall only occur in non-hazardous work, and when young workers are above a country's legal age for employment or the age established for completing compulsory education.

Non-discrimination and fair treatment

The supplier shall provide their employees with a workplace free of harsh and inhumane treatment and without any sexual harassment, sexual abuse, corporal punishment or torture, mental or physical coercion or verbal abuse of employees, or the threat of any such treatment.

The supplier is expected not to unfairly terminate any employment contract or without clear evidence specify that the termination of an employment contract, in relation to the working performance of an employee, is permitted by law.

Respect and dignity

The supplier shall treat all employees with respect and dignity and ensure that they are protected from physical, sexual, verbal or other forms of abuse, coercion or harassment.

Wages, benefits and working hours

The supplier must ensure that its employees work in compliance with all applicable laws and mandatory industry standards pertaining to regular working hours, and overtime hours, including for breaks, rest periods, holidays and maternity and paternity leaves. Also ensure that your employees receive at least the minimum compensation, benefits and overtime payments required by law.

Freedom of association

The supplier shall grant its employees the right to freedom of association and shall respect the rights of workers, as set forth in local laws, to associate freely, join or not join labour unions, seek representation and join workers' councils. Workers shall be able to communicate openly with management regarding working conditions without threat of reprisal, intimidation or harassment.

Freedom of expression, privacy and security

The supplier shall respect all the principles of the UN Basic Declaration of Human Rights; with respect to freedom of expression, privacy and security, the supplier shall ensure that employees, customers and other stakeholders enjoy their rights freely and safely express their views, while the confidentiality of their information is securely maintained by the supplier.

3. Health, safety and environment

MTN suppliers are expected to provide their employees with a safe and healthy working environment in compliance with all applicable laws and regulations.

This includes the following aspects:

Workplace environment

The supplier shall provide its employees with a safe and healthy working environment. As a minimum, potable drinking water, adequate lighting, temperature, ventilation, sanitation and personal protective equipment must be provided together with equipped work stations. In addition, facilities must be constructed and maintained in accordance with the standards set by applicable laws and regulations.

Emergency preparedness and response

The supplier shall identify, assess and be prepared for emergency situations. This includes worker notification and evacuation procedures, emergency training and drills, appropriate first-aid supplies, appropriate fire detection and suppression equipment, and adequate exit facilities. The supplier shall regularly train employees on emergency planning, responsiveness, as well as medical care.

Environmental authorisations, permits and reporting

The supplier shall obtain, maintain, keep current and follow the reporting guidelines of all applicable environmental permits, approvals and registrations. Where required by MTN, the supplier will be required to provide proof of environmental certification, authorisations or permits.

Resource consumption, pollution prevention and waste minimisation

The supplier shall optimise its consumption of natural resources, including energy and water. The supplier shall implement and demonstrate sound measures to prevent pollution and minimise generation of solid waste, wastewater and air emissions. Any waste, wastewater or emissions with the potential to adversely impact human or environmental health shall be appropriately managed, controlled and treated prior to release into the environment. Where required by MTN, the supplier shall support MTN in its efforts to reduce its environmental impact, through joint programmes, reporting, packaging and raw material optimisation, and similar collaborative requirements.

Hazardous materials and product safety

The supplier shall identify hazardous materials, chemicals and substances and ensure their safe handling, movement, storage, recycling, reuse and disposal. All the applicable laws and regulations related to hazardous materials, chemicals and substances shall be strictly followed. The supplier shall comply with material restrictions and product safety requirements set by applicable laws and regulations. The supplier shall ensure that key employees are aware of and trained in product safety practices, environmental hazards and risks and impacts management.

4. Management systems

MTN suppliers are expected to implement management systems to facilitate compliance, and to ensure conformance with this Code.

This includes the following aspects:

Protect MTN confidential and personal information

The supplier may have access to MTN confidential information and personal information that belongs to our employees, customers and others. You should recognise that information and take appropriate actions to protect it from misuse and improper disclosure. The supplier shall also ensure that it is, at all times, in compliance with local laws and regulations regarding data confidentiality and any associated consumer protection regulations/laws.

Risk management

The supplier shall have adequate processes in place for identifying the environmental, health and safety, labour and human rights, ethics and legal compliance risks associated with operations and have appropriate procedural and physical controls to control such risks and ensure regulatory compliance.

Commitment and accountability

The supplier is encouraged to have corporate social and environmental responsibility statements, endorsed by executive management. These should affirm your commitment to fulfil the expectations set forth in this Code by allocating appropriate resources.

Documentation and record management

The supplier shall ensure adequate process for the creation and maintenance of documents and records designed to ensure conformity to this Code. This documentation may be reviewed by MTN upon mutual agreement. Also, ensure your suppliers have adequate documentation to demonstrate that they share the same principles and values.

Continuous improvement

The supplier shall periodically evaluate conformity to the standards set forth in this Code, and shall maintain and continuously improve its sustainability performance by implementing appropriate measures.

5. Violations

All MTN suppliers, their employees and extended supply chain must comply with this Code and any additional requirements set forth by MTN. If you come across any violations of this Code, let us know immediately by one of the following reporting mechanisms, with total anonymity guaranteed as the line is operated by Deloitte.

Call: +27 (0)83 123 7867

Furthermore, suppliers are encouraged to contact our internal investigations team directly, should they have any concerns at Group.FRM@MTN.com.

All reports are investigated, and we guarantee that no supplier will be prejudiced in any business dealings should reports be made in good faith.

Be informed. Be aware. Be the voice!

Failure to comply with this Code, or any applicable laws and regulations, may result in the termination of any agreement as an MTN supplier and referral of the matter to local authorities.