aD “IT Gnour Manacemenr Services (Pry) Lure Human Resources Document Name 1 Inter-Opco Job Rotation Policy HR Discipline Group Human Resources Operations HR Domain + Group Human Resources Author : Group HR Operations Date + August 2011, File Reference + Inter-Opco Job Rotation Policy INTER-OPCO JOB ROTATION POLICY FINAL Copy) May 23 2012 ae Page 1 of 16ED TN Grour Mawacentenr Senvices (Pry) Limite Human REsouRcES 1, TABLE oF Contents s 2 - POLICY AND PROGRAMME BENEFITS CURRENT PRACTICES «ss. . LEADERSHIP TALENT MANAGEMENT. |. SELECTION GUIDELINES. /. ROTATION Cosr, |. RETURNING TO HOME OPCO .. ). RESPONSIBILITIES , MONITORING.. ‘TABLE OF ConTENTS. Document Histor) AUTHORISATION. APPROVAL sevsssssse DISTRIBUTION LiST. POLICY MAINTENANCE Pouicy ComPLIANCE INFORMATION CLASSIFICATION Purpose POLICY AND PROGRAMME OBJECTIVES Done RREON seine srosssseeneee © 7 8 10 it 13 14 15 15 15 16 16 ROTATION PROCESSES ROTATION CATEGORIES AND GUIDELINES PERFORMANCE MANAGEMENT. REFERENCE DOCUMENTS AND DEPENDENCIES .. ANNEXURES .. TNTER-OPCO JB ROTATION POLICY FINAL (implementation Copy) May 23 2012 Page 2 of 16p> MTN Group ManaGemenrT Services (PTY) LIMITED Human Resources 2. DOCUMENT HistorY Prepared Prepared by Date Remarks Donald Khumalo | August 2011 Changed Changed by Date Reason For Change Reviewed Reviewed by Date Remarks Approved Approved by Date Remarks Document Status FINAL COPY FOR IMPLEMENTATION INTER-OPCO JOB ROTATION POLICY FINAL. (implementation zi Copy) May 23 2012 Page 3 of 16ap MTN Group MANAGEMENT SERVICES (PTY) LIMITED Human Resources 3. 6. AUTHORISATION This document is authorised by: Name Title Date Signature Sifiso Dabengwa | MTN Group President APPROVAL This document is approved by: &CEO A Name Title Date Signature Group Chief HR & Paul Norman Corporate Affairs Officer | Group Chief Financial Nazir Patel ofitet Distripuri This document is to be distributed as follows: Name Department Group Executives MTN Group and Dubai Vice President Chief Executive Officer (CEO) All Regions, All Operations HR Heads All Operations Compensation Practitioners All Operations —! Pouicy MAINTENANCE 61 Apolicy is a broad set of principles or rules, which shape human behaviour towards a well defined-purpose or end. A policy may refer to specific processes, standards and roles required to ensure compliance. INTER-OPCO JOB ROTATION POLICY FINAL (implementation Copy) 24th October 2011 Page 4 of 16CD MTN Group Manacemenr Senvices (Pry) Limrtep HuMaN Resources AutHorisation This document is authorised by: Title Date Signature MIN Group President &CEO Sifiso Dabengwa This document is approved by: Title Date Signature Group Chief HR & Paul Norman Corporate Affairs Officer Group Chief Financial Officer Nazir Patel 5. DISTRIBUTION List This document is to be distributed as follows: Department Group Executives MTN Group and Dubai “Group Chief Operations Executive (GCOE) | All Operations Chief Executive Officer (CEO) All Operations HR Heads All Operations Compensation Practitioners All Operations “the distribution list hos been revised to tnclude the Group Operations (GCOE) structure 6. POLICY MAINTENANCE 61, A policy is a broad set of principles or rules, which shape human behaviour towards a well defined-purpose or end. A policy may refer to specific processes, standards and roles required to ensure compliance. INTER-OPCO 0B ROTATION POLICY FINAL. (implementation Copy) May 232012 PeeteED MTN Group Manacemenr Senvices (Pry) Limite Human Resources 6.2. This policy is required to be reviewed on an annual basis in order to maintain its relevance and applicability. However, business requirements may necessitate more frequent or ad hoc review. 63, ‘This policy is to be reviewed by the domain owner. 7. Pouicy Compurance 7A. Policy compliance is not an abstract concept but Is a code of behaviour that requires all employees to act with integrity and within the framework of the policy. Through policy compliance MTN is able to preserve the legitimate interests of all stakeholders; including customers, suppliers, employees, and shareholders. 72. This policy presents principles that govern our business activities and business relationships and all relevant stakeholders are required to act in accordance with its ‘ules and implement them fully within their field of work. 73. ‘Accountability for compliance in respect of this policy lies with the individual who oversees the Group Chief HR officer; with ultimate accountability and enforcement resting with the Operating Company (OpCo) Chief Executive Officer (CEO) and Head ‘of Human Resources (HR). 74, ‘The responsibility for monitoring compliance to this policy lies with the HR Executive/HR Head, General Managers (GM), CEOs and GCOE (Group Chief Operation Executive's office) 75, Providing assurance on compliance of this policy will be performed by Internal Audit or their elected assurance firm on an annual basis. 7.6. Non-compliance, breaches and/or contravention of this policy must be reported to Management, the HR Heads and the OpCo CEO, in accordance with the internal escalation process. The OpCo CEO will then elect to escalate it to the sub-committees of the board based on the severity of non-compliance. The policy owner at Group level should also be notified. 7. MTN adopts a zero tolerance stance with regards to non-compliance and failure to ‘comply with this policy or any of the supporting and related policies, standards and/or processes will be viewed as a breach of the policy. In the event of a policy breach, the appropriate disciplinary action will be initiated and individual employees ‘who violate the principles of this policy may be subjected to a disciplinary action or hearing under labour law of the country. 78. All exceptions to this policy are to be fully motivated and documented by those seeking the exception and agreed to by the relevant affected parties. All exceptions are required to be reviewed on an annual basis by the relevant individual/s. The policy owner at Group level should be advised of such exceptions. Page 5 of 16 INTER-OPCO 308 ROTATION POLICY FINAL Ganplementation Copy) May 23 2012ip MTN Group MANAGEMENT SERVICES (PTY) LIMITED Human Resources s 11. 1 CLassiFicaTion 81, Purpose 9.1. The Inter-Opco Job Rotation Policy is available to all CEOs, Group Executives, GMs and HR Heads and Compensation Practitioners. ‘The purpose of the Inter-OPCO Job Rotation Policy is to provide guidelines on talent and skills rotation across MTN Operating Companies. POLICY AND PROGRAMME OBJECTIVES 10.1, 10.2. 103. 105. 106. To ensure MTN operations have the required skills to deliver on their strategic ‘mandate through the cross-sharing of skills across OpCos. To provide a formal platform to rotate and capitalize on specialist knowledge in the Group to meet on-demand stills requirements in OpCos where such skills are lacking or requires development. To provide employees with rotation opportunities to acquire new skills and exposure to different functions, geographies, work situations and environments as envisaged through the Employer Value Proposition (EVP). ‘To promote skills transfer, knowledge share and to increase MTW's capacity to deliver, on its strategic objectives. To foster talent mobility across MTN operations and positively influence talent retention. To promote talent exchange between MTN and key suppliers, where possible. To provide a platform which will enable and provide structured short-term, medium- term and project related assignments between Opcos. 10.8. To integrate with MTN Group Succession Planning Framework . POLICY AND PROGRAMME BENEFITS 11.1. Effective talent development, retention and motivation through exposure to new environments, assignments and challenges. 11.2, Sustainable and cost effective learning and knowledge exchange through decreased reliance on external recruitment, use of consultants and contractors. 11.3, Increased innovation and productivity stimulated through exposure of diverse talent to new challenges, learning and growth opportunities. 11.4, _Inter-Opco Job Rotation will facilitate adoption of best practice processes, whilst increasing the skills pool, TNTER-OPCO 308 ROTATION POLICY FINAL (Implementation eseae Copy) May 23 2012 PeeED TN Group Manacettenr Senvices (Pry) Limite Human Resources i 11.5. Business continuity by ensuring that a sufficient, updated, recorded/documented, and working skills poo! exists within the organisation, which also provides an enabling platform for effective succession planning , skills transfer to countries with. skills shortages or short-term resources capacity challenges. 11.6. Rapid response to resolving operational crises through the provision of appropriate specialist skills 11.7, Cost reduction through decreased recruitment, as well as savings through reduced training costs. 11.8. Promote and leverage the MIN global diverse talent pool. 12. Current. Inter-OpCo Job Rotation will further integrate with the current practices listed below: 12.1, MTN formal expatriate management programme, 12.2. OpCo specifi formal functional talent pools support outside of Group guidelines. 12.3. Leadership Talent Management (LTM) programme and succession pools are developed at Group and OpCos level through the tatent review boards. 12.4. Strategic Talent Investment Board which make deci business and facilitates c-suite level rotation. ns about future leaders of the 13, LEADERSHIP TALENT. MENT ‘The Leadership Talent Management (LTM) strategy will serve as a foundation for the Inter-OpCo Job Rotation programme. The current LTM participants are from level 2 to level 5 at MTN Group, | which is the target audience for the programme. 13.1. Specialists talent who want to participate in or have been identified for the rotation programme must have an updated LTM profile, 13.2. _ Participating employees must be in the lea talent investment matrix. and leveraging zones as per the MTN 13.3. Specialists who are not in either of the two zones must be classified under the mission critical skills category. 13.4. High Potential employees in the leading and leveraging zones. 13.5. _ Strategic Talent Investment Board (STIB) approved succession nominees for C-suite and mission critical positions. INTER-OPCO JOB ROTATION POLICY FINAL. (impleme Copy) May 23 2012 rena]ED TN Grour Manacemenr Services (Pry) Limite Human Resources 14, SELECTION GuipELiNEs Drawing from the overarching LTM strategy, Talent Rotation at MTN is aimed at high performing employees with a proven performance track record and medium to high learning agility in the leveraging and leading zones, 14.1 Mdentified employees in the mission critical, core and scarce skills categories are eligible to participate in tatent rotation. 142 High Performing individuals with an aggregated IPF score of at least 2.5 (consistent performers) over a three year period. 14.3 High potential (HIPO) employees as outlined in the LTM guidelines. 14.4 ating employees must have been identified as potential successors to the ical, core and scarce positions, whereby rotation will give them exposure in preparation of replacement and or succession. 14.5 Candidates must be in the top 30% on the talent pool and must be in the leading and leveraging zones on the Talent Investment Matri 146 Employees at level 2 to level 5 at MTN Group in the Mission Critical category are eligible for rotation (please refer to table 1) 14.7 Employees at level 1 will only be considered for rotation if they possess highly specialized, scarce and critical skills. 14.8 _ Rotation requests that do not comply to the selection guidelines must be approved by the GCOE and Group Chief Human Resources and Corporate Affairs Officer. 14.8.1 The requesting/releasing OpCo must provide a full motivation why the job rotation should be considered outside the approved selection criteria and guidelines, MTN LEVEL DESCRIPTION 5 HE ‘| Executives 4 é General Managers 3H Senior Managers 3 Managers 2 Supervisors/Specialist T | Highly Specialised and scarce skis Table 1: MTN Levels TNTER-OPCO JB ROTATION POLICY FINAL (implementation Copy) May 23 2012 Page 8 of 16ip MTN Group MANAGEMENT SERVICES (PTY) LIMITED HumaN RESOURCES INTER-OPCO JOB ROTATION POLICY FINAL (implementation Copy) May 23.2012 Page 9 of 16

MTN Group MANAGEMENT Services (PTY) LIMITED HuMAN RESOURCES 19, RETURNING To Home OPco 19.1, The participant will return to the home Opco upon completion of the TDR, SER and or TER. 19.2, The employee will assume his/her previous role, 19.3. Where a successor was appointed to act in the participant's absence, the incumbent will be provided with a full handover from the successor. 19.4. The Manager will complete a performance management report for the successor which will be fled under LTM. The report will indicate the successor’s readiness and should be in line with the LTM matrix. 19.5. The returning employee must complete a detailed report (sharing his/her learning’s and rotation experience) and submit to Expat Management Services. 19.6. Line Manager will complete a rotation close out report. The purpose is to review the impact on the business (review learning’s) and submit to Group LTM and OpCo HR for record purposes. 20. Res ES 20.1 Group HR Expatriate Division ‘© Group HR Expat Division will manage inter-opco rotation. 20.2 Group Chief Human Resources and Corporate Affairs Officer ‘* Approve the policy and implementation guidelines. 20.3 Group Human Resources «Update the policy as and when required. 20.4 Opco Human Resources ‘* Implement the policy * Educate line managers and employees. 20.5 Line Management * Implement and support talent and specialist rotation. 21. Monrronins 24.1. Group and Opco Business Risk divisions. 21.2. Group and Opco Human Resources TINTER-OPCO JOB ROTATION POLICY FINAL (implementation Copy) May 23 2012 Page 15 of 16p> MTN Group MANAGEMENT SERviceEs (PTY) LimrITeD Human Resources 22, Ree TS AND DEPENDENCIES 22.1, Leadership Talent Management Policy. 22.2. Travel policy: The current policy Is silent on/not specific to short-term assignments. 22.3, Expatriation policy: While relevant for long-term assignments conducted by skilled professionals, itis not fully applicable to short-term and project assignments of less ‘than 7months 22.4, Acting Policy: The Group Acting Policy allows for an Acting period not greater than 31 weeks 22.5, Integrated Performance Framework (IPF): the policy promote the alignment of individual contracts to the business objectives and advocate for the achievement the set objectives, 22.6. Remuneration and bonus policies. The current policies are sitent on the ‘compensation of employee on rotation. 23, ANNEXURES Rotation Application Form Successor Performance Report Returnee Experience Report Returnee IPF report (to be captured and aggregated with the original one). Line Manager Rotation close up report (to avoid duplication, we can use the MT). INTER-OPCO JOB ROTATION POLICY FINAL (implementation Copy) May 23 2012 Page 16 of 16