Quarter 5 - financial statement for 2025

MTN Nigeria Communications Plc

Audited consolidated and separate financial statements for the year ended 31 December 2025

Together with Directors' and Sustainability Reports

* Resigned 31 October 2025

** Appointed effective 2 January 2025.

Registered office 4 Aromire road, Off Alfred Rewane Ikoyi Lagos

Holding company MTN International (Mauritius) Limited incorporated in the Republic of Mauritius

Independent auditor Ernst & Young Nigeria 10th & 13th floors UBA House

Marina Lagos

Company secretary Uto Ukpanah

Registrar Coronation Registrars Limited 9 Amodu Ojikutu Street Victoria Island, Lagos

Tax Identification Number 00969009-001

FRC registration number FRC/2012/00000000114

Contents

Page

Financial highlights 3

Directors' report 4

Sustainability-related financial disclosures (abridged) 10

Corporate governance report 22

Statement of directors' responsibilities in relation to the preparation of the 49

consolidated and separate financial statements

Statement of corporate responsibility for the consolidated and separate financial 50

statements

Statutory audit committee report 51

Certification on management assessment on internal controls over financial reporting 52

Management's annual assessment of, and report on the entity's internal control over 53

financial reporting

Independent auditor's attestation report on management's assessment of internal 54

control over financial reporting

Independent auditor's report 57

Consolidated and separate statements of profit or loss 63

Consolidated and separate statements of other comprehensive income 64

Consolidated and separate statements of financial position 65

Consolidated and separate statements of changes in equity 67

Consolidated and separate statements of cash flows 69

Notes to the consolidated and separate financial statements 70

Other national disclosures:

Value added statements 177

Five-year financial summaries 179

We, the directors, present our report on the affairs of MTN Nigeria Communications Plc (MTN Nigeria or the Company) and its subsidiaries (the Group), together with the audited and consolidated financial statements and the independent auditors' report for the year ended 31 December 2025.

Principal activities of the Group

MTN Nigeria Communications Plc (MTN Nigeria or the Company) was incorporated on 08 November 2000 as a private limited liability company. The Company was granted a licence by the Nigerian Communications Commission on 09 February 2001 to undertake the business of building and operating GSM Cellular Network Systems and provide related services across Nigeria. The Company commenced operations on 08 August 2001 (commercial launch date). Currently, the Company holds a Unified Access Service License (UASL) and other licences as detailed in note 20.7.

The Company re-registered as a public limited company, MTN Nigeria Communications Plc on 18 April 2019 and listed by introduction on the Premium Board of the Nigerian Stock Exchange on 16 May 2019.

The registered office address of the Company is 4, Aromire Road, Off Alfred Rewane, Ikoyi Lagos. The principal place of business is MTN Plaza, Falomo, Ikoyi, Lagos.

The Group's subsidiaries are MoMo Payment Service Bank Limited, Yello Digital Financial Services Limited and XS Broadband Limited. MoMo Payment Service Bank Limited and Yello Digital Financial Services Limited, provide mobile and digital financial services (fintech) and operated actively during the year under review, while XS Broadband Limited remained dormant, its principal activity is provision of broadband fixed wireless telecommunication services.

Business review

The Group recorded revenue of N5.20 trillion (2024: N3.36 trillion) and a profit after tax of N1.11 trillion (2024: loss after tax of N400.44 billion) for the year.

Dividends

During the year ended 31 December 2025, dividends were paid and proposed as follows:

1. 30 September 2025 interim dividend paid: N104.98 billion

2. 31 December 2025 proposed final dividend: N314.93 billion

   Interim dividend

   On 28 November 2025, the Board of Directors paid an interim dividend of N5.00 (2024: Nil) per share on the 20,995,560,103 ordinary shares of 2 kobo each for the period ended 30 September 2025 to shareholders on the register of shareholding as of the qualification date. Withholding Tax was deducted at the time of payment.

   Proposed final dividend

   The Board of Directors proposed a final dividend of N15.00 (31 December 2024: Nil) per ordinary share on the 20,995,560,103 (31 December 2024: 20,995,560,103) ordinary shares of 2 kobo each for the year ended 31 December 2025 to shareholders' for approval at the forthcoming Annual General Meeting (AGM). If the proposed final dividend is approved, the total dividend for the financial year ended 31 December 2025 will be N20.00 per share of 2 kobo each. The proposed dividend, if approved, will be paid net of applicable withholding tax.

   Unclaimed dividends

   In accordance with the Securities and Exchange Commission (SEC) guidelines, no returned unclaimed dividends were received by the Group during the year ended 31 December 2025 (2024: N287.7 million). However, Coronation Registrars Limited issued funding request notices totaling N66.95 million to the Company during the year, which were duly honoured (2024: N525.9 million). The total unclaimed dividend liability outstanding as at 31 December 2025 is N1.67 billion (2024: N612.5 million).

   Tariff increase

   On 20th January 2025, the Nigerian Communication Commission (NCC) approved a 50 percent tariff adjustment for telecoms operations in Nigeria. This development is a significant milestone in ensuring the long-term sustainability of the telecoms industry, supporting the country's critical infrastructure and services, while empowering millions of people and businesses and contributing to the country's overall economic development. This tariff adjustment represents an important step towards addressing the impacts of the prevailing economic challenges on our business and industry. It will enable us to maintain the critical investments required to deliver reliable, high-quality services to Nigerians. We remain committed to supporting Nigeria's digital transformation agenda and driving inclusive growth for all stakeholders. Implementation of this change resulted in a tariff adjustment across its service offerings. The company remains committed to balancing affordability with the need to maintain service excellence and financial sustainability.

   National roaming

   During the year Nigerian Communications Commission (NCC) approved a three-year national roaming agreement between MTN Nigeria and Emerging Markets Telecommunications Services Limited (9Mobile) now T2 Mobile Limited. The agreement allows 9Mobile subscribers to roam seamlessly on MTN Nigeria's network, fostering collaborative telecom ecosystem and enhancing operational efficiencies. By leveraging our extensive coverage, 9Mobile can provide mobile communication services to its customers. This strategic collaboration is yet another first in the country by MTN Nigeria and marks a significant milestone for the sustainability of the telecommunications industry. By enabling national roaming, MTN Nigeria is contributing to a more effective use of telecommunications resources, accelerating efforts to expand connectivity across the country, improving customer experience, and supporting the NCC's vision of a fully connected Nigeria. This initiative aligns with MTN Nigeria's strategic objective of creating shared value, fostering industry sustainability and advancing digital and financial inclusion nationwide.

   MTN Nigeria continues to onboard Mobile Virtual Network Operators (MVNOs) as part of its strategic efforts to drive industry innovation and promote long-term sustainability.

   Spectrum

   T2 mobile limited spectrum lease

   On 9th September 2025, the Nigerian Communications Commission (NCC) granted approval for MTN Nigeria Communications Plc to lease frequency spectrum from T2 Mobile Limited (formerly 9Mobile). The approval allows MTN Nigeria to lease 5MHz frequency division duplex (FDD) in the 900MHz band and 15MHz FDD in the 1800MHz band from T2 Mobile for a period of three years, with the arrangement effective 1 October 2025. This integrated approach, combining spectrum trade and national roaming, underscores our commitment to industry collaboration, infrastructure sharing, and the broader goal of advancing digital inclusion across Nigeria. It reaffirms our unwavering commitment to delivering reliable, high-quality connectivity to our customers. By leveraging additional spectrum resources, we are enhancing network capacity in a cost-efficient and environmentally sustainable way.

   Natcom Development and Investment Ltd ("Ntel") spectrum

   The one year spectrum lease agreement with Natcom Development and Investment Ltd ("Ntel"), which covered 5MHz FDD in the 900MHz band and 10MHz FDD in the 1800MHz band across 17 states and the Federal Capital Territory, expired on 29 November 2025 and was not renewed pursuant to its terms.

   Spectrum renewal

   Nigerian Communications Commission (NCC) approved the renewal of MTN Nigeria first 800MHz Spectrum band licence (Channel 1) for an additional ten years, effective from 1 January 2025 to 31 December 2034. The NCC also approved the extension of the second 800MHz spectrum band licence (Channel 2), which initially is to expire on 31 December 2030, for an additional four years, with a new end date of 31 December 2034. The extension aims to harmonise the tenure of the Company's 800MHz spectrum licences so that they jointly expire on 31 December 2034 for ease of subsequent renewals.

   This spectrum renewal lays a solid foundation for the ongoing delivery of 4G services to our customers. This enables us to continue to meet the demand for data and is integral to our broader strategy for enhancing connectivity

   Taxation

   The Nigerian Tax Act

   The Directors confirm that the provisions of the Nigeria Tax Act 2025 have been applied in preparing the audited consolidated and separate financial statements for the year ended 31 December 2025. The Act, which was signed into law on 26 June 2025, consolidates, modernizes, and replaces fragmented federal tax statutes by providing a single, coherent framework governing taxable persons, taxable income, transactions, and tax bases in Nigeria.

   Key provisions introduced by the Act include the following:

   1. 4% Development Levy on assessable profits, replacing several sector specific levies.

   2. 15% minimum effective tax rate for companies meeting the prescribed turnover and group threshold criteria.

   3. Revised rules governing capital gains tax, including the taxation of indirect share transfers.

   4. Simplified Stamp Duty requirements, including a mandatory 30 day stamping timeline with accompanying penalties for noncompliance; and

   5. Strengthened administrative and penalty frameworks to promote timely filing, remittances and adherence to tax obligations. In accordance with IAS 12 - Income Taxes, the Group has assessed the impact of the Act on both current and deferred tax and has appropriately reflected these effects in the 2025 Audited Financial Statements (see note 41).

Accordingly, the income tax expense reported for the year has been determined in line with the requirements of the Act. This includes the application of updated tax rates, revised definitions of assessable profits, adjustments to allowable deductions and other obligations introduced under NTA 2025 and guidelines provided by the Nigeria Revenue Service (see note 41). An aggregate tax charge of N583.18 billion (2024: tax credit of N149.89 billion) has been recognised in the consolidated statement of profit or loss covering the period January to December 2025.

Repealed Tax Acts

In prior years the Group complied with the provisions of the Companies Income Tax Act (CITA), as amended by the Finance Act 2023, National Agency for Science and Engineering infrastructure Act (NASENI), Tetiary Education Trust Fund Act and Nigeria Police Trust Fund Act. The Company Income Tax, Education Tax, Police Trust fund and National Information Technology Development Fund Levy due in the prior years under the Repealed Tax Acts have been duly settled in line with the provisions of the respective relevant tax laws.

Directors and their interests

The directors who served during the year and their direct/ indirect interests in the Group's equity were as follows:

* Mr. Andrew Alli disposed of all his shareholding in the company.

** Resigned 31 October 2025.

*** Appointed effective 2 January 2025. The Board and key management changes

1. Mrs. Eyitope Kola-Oyeneyin was appointed as a member of the Board on 2 January 2025.

2. Mr. Udemezuo Nwuneli was appointed as a member of the Board on 2 January 2025.

3. Mr. Tim Pennington was appointed as a member of the Board on 2 January 2025.

4. Mr. Ferdinand Moolman resigned as a member of the Board on 31 October 2025.

5. Mr. Egerton Idehen was appointed as Chief Broadband Officer effective April 2025 to drive the company's broadband expansion, specifically focusing on fibre penetration (FibreX) and digital transformation.

Directors' interests in contracts

In accordance with the provisions of section 303 of the Companies and Allied Matters Act of Nigeria (CAMA) 2020, the Directors have disclosed all direct and indirect interests in contracts and arrangements involving the Company and its subsidiaries ("the Group").

The transactions were undertaken in the ordinary course of business, on arm's length terms, and in compliance with the Company's governance framework and regulatory requirements. The Board is satisfied that the transactions were fair, reasonable, and in the best interests of the Company and the Group. Information relating to related parties transactions are contained in Note 45 to the financial statements.

Shareholders and their interest as at 31 December 2025

As at 31 December 2025, MTN International (Mauritius) Limited with total interest of 73.39% shareholding (2024: 73.39%) held more than 5% of the issued share capital of the Company.

Property and equipment

Information relating to changes in property and equipment is given in Note 18 to the audited consolidated and separate financial statements.

Charitable gifts

There was an accrual of N10.52 billion made in the year for donations to MTN Foundation Limited by Guarantee (2024: Nil). The Foundation, a duly registered charitable entity separate and distinct from the Group has two major portfolios namely National Priority and Youth development that covers: Education, Economic Empowerment and Health.

The Group made no donations to other charitable organisations during the year (2024: Nil). In compliance with S.43(2) of Companies and Allied Matters Act of Nigeria 2020, the Group did not make any donations to any political party, political association or for any political purpose.

Employment of differently abled persons

The Group has a policy of fair consideration of job applications by differently abled persons having regard to their abilities and aptitude. The Group's policy prohibits discrimination against differently abled persons in the recruitment, training and career development of its employees. As at the end of the reporting period, the Group had forty six (46) differently abled persons in employment (2024: forty four (44)).

Employee consultation and training

The Group has a vibrant platform called "Employee Council" through which it engages with its employees on a regular basis and also leverages all communication channels to keep employees informed on business performance.

MTN Nigeria is committed to employee development as a key value proposition through its investment in learning and development opportunities to drive personal development and achievement of business targets. This is achieved by identifying skills gaps and sourcing learning interventions to address them. There are also opportunities for professional development and the pursuit of postgraduate studies for eligible employees.

Health, safety and welfare at work

The Group places a high premium on the health, safety and welfare of its employees in their place of work. To this end, the Group has various forms of insurance policies, including employee compensation scheme (NSITF), employer's liability and group life insurance policies, to adequately secure and protect its employees. The Group also has Safety, Health and Environment (SHE) policies that employees are required to adhere to

Statutory audit committee

In accordance with the provisions of Section 404(3) of the Companies and Allied Matters Act (CAMA) 2020, the Company's Statutory Audit Committee consist of five (5) members comprising of three (3) shareholders and two (2) non-executive directors as follows:

• Mr. Nornah Awoh Shareholders' Representative Chairman

• Chief Michael Odili Shareholders' Representative Member

• Mrs. Josephine Ewitat Shareholders' Representative Member

• Mr. Tim Pennington Non-Executive Director Member

• Mrs. Ifueko M Omoigui Okauru, MFR Non-Executive Director Member All members of the Statutory Audit Committee are financially literate.

Auditor

Messrs Ernst & Young (EY) acted as the Company's independent auditor during the financial year ended 31 December 2025. The independent auditor's report was signed by Williams I. Erimona, a partner in the firm, with Financial Reporting Council (FRC) membership number FRC/2013/PRO/ICAN/004/00000002190.

Messrs Ernst & Young (EY) has indicated its willingness to continue in office as auditor in accordance with S.401(2) of the Companies and Allied Matters Act 2020, Laws of the Federation of Nigeria.

By Order of the Board

Uto Ukpanah Company Secretary

FRC/2014/NBA/00000005748

25 February 2026

1. Group structure and reporting boundary

   1. Group and Group structure

      These sustainability-related financial disclosures of MTN Nigeria Communications Plc and its subsidiaries, MoMo Payment Service Bank Limited and Yello Digital Financial Services Limited (together, "the Group"), are extracted from the Group's Sustainability Report for the year ended 31 December 2025. They are prepared for the same reporting period as the Group's consolidated financial statements and are intended to provide decision-useful information to the Group's primary users of its general-purpose financial reports.

   2. Basis of statement of compliance with IFRS Sustainability Disclosure Standards

      These sustainability-related financial disclosures comply with IFRS Sustainability Disclosure Standards issued by the International Sustainability Standards Board (ISSB), specifically IFRS S1 General Requirements for Disclosure of Sustainability-related Financial Information and IFRS S2 Climate-related Disclosures.

   3. Use of other standards and frameworks

      In accordance with IFRS S1, the Group referred to relevant standards and frameworks to identify material sustainability topics, determine appropriate metrics, and inform entity-specific disclosures. Sources consulted include the Sustainability Accounting Standards Board (SASB) Standards, the GHG Protocol Corporate Accounting and Reporting Standard, the GHG Protocol Corporate Value Chain (Scope 3) Standard, and the IFRS Sustainability Disclosure Standards Adoption Roadmap issued by the Financial Reporting Council of Nigeria.

   4. Connectivity to the Financial Statements

      These sustainability-related financial disclosures should be read in conjunction with the Group's consolidated financial statements, prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board and adopted by the Financial Reporting Council of Nigeria. The disclosures cover the 12-month period ended 31 December 2025, consistent with the financial reporting period.

   5. Definition of time horizons

      Management defines time horizons based on the Group's strategic planning cycle (annual budget and a rolling medium-term planning horizon) and the expected timing of when sustainability-related and climate-related risks and opportunities could reasonably be expected to affect the Group's cash flows, access to finance or cost of capital:

      • Short term (ST): 0 to 12 months

      • Medium term (MT): 1 to 3 years

      • Long term (LT): Beyond 3 years

   6. Meeting primary users' information needs

      The objective of these disclosures is to provide information about sustainability-related risks and opportunities that is useful to primary users of the Group's general-purpose financial reports in making decisions relating to providing resources to the Group. Primary users include:

      • Investors: information affecting enterprise value, resilience and governance quality;

      • Lenders: information affecting cash flow resilience, asset quality and capacity to meet obligations; and

      • Other creditors: information affecting operational continuity and payment capacity.

   7. Comparative information

      Comparative information is provided where available and practicable. Where data is newly introduced or still being strengthened (including parts of the value chain), the Group will enhance comparability over subsequent reporting periods through ongoing improvements to data systems and controls.

2. Business Model and Value Chain

   The Group's primary business activity is providing nationwide digital connectivity and technology-enabled solutions, offering telecommunications and digital infrastructure services to consumer, commercial, and institutional customers across Nigeria. Services include mobile telephony, broadband internet, and messaging delivered via mobile networks, fibre connectivity, data centres, and related infrastructure. Through its subsidiaries, the Group also offers mobile-based payment, savings, and commerce solutions that deepen financial inclusion and enable secure digital transactions.

   The Group's value chain depends on spectrum and energy access, operational cash flows, debt and equity funding, technology assets, a skilled and diverse workforce, telecommunications infrastructure, fibre networks, data centres, electronic devices, and partnerships with customers, communities, regulators, government institutions, and trade unions.

   1. Reporting Boundaries

      The reporting boundary for these disclosures is aligned with the financial reporting boundary. The disclosures cover sustainability-related and climate-related risks and opportunities that could reasonably be expected to affect the Group's prospects. Where value chain information is not yet of sufficient quality, estimates are applied and data quality will be strengthened over subsequent reporting periods.

   2. GHG Emissions Boundary

      The Group measures and reports its greenhouse gas (GHG) emissions in accordance with the GHG Protocol Corporate Accounting and Reporting Standard and the GHG Protocol Scope 3 Standard. Using the operational control approach, the Group accounts for 100% of emissions from operations it controls, covering Scope 1, Scope 2, and relevant Scope 3 categories.

3. Materiality Assessment

   The Group conducted a materiality assessment to identify sustainability-related risks and opportunities that could reasonably be expected to affect the Group's cash flows, access to finance, or cost of capital over the short, medium and long term, and therefore be material to the primary users of the Group's general-purpose financial reports.

   The Group also monitors a wider set of impact-related topics within its broader sustainability disclosures; however, the basis for inclusion in these IFRS sustainability-related financial disclosures is financial materiality, consistent with IFRS S1's objective and audience.

   1. Materiality Assessment Process

      The Group applied a structured five-step materiality assessment methodology:

      Topic and Scope Definition: Fifteen sustainability topics were identified based on a review of the 2023 material topics, emerging sustainability trends, and issues specific to the Group's operating context. Topics were aligned to the Group's sustainability strategic themes: "Doing for Planet", "Doing for People", "Doing it Right", and "Doing for Growth".

      Stakeholder Mapping and Engagement: Eight stakeholder groups were identified and engaged through an online survey over a six-week period: employees, customers, suppliers, investors and shareholders, government and regulators, civil society, trade partners, and media. A total of 639 responses were received and analysed. Investor responses (137 respondents, 21.4%) were weighted more heavily in the assessment of financial materiality.

      Data Analysis: Topics were assessed using the Maximum Difference (MaxDiff) ranking methodology and scored quantitatively across both financial and impact materiality dimensions. Results were plotted on a materiality matrix. Topics exceeding the defined threshold on either dimension were classified as material.

      Validation: The materiality assessment process and outcomes were reviewed and approved by the Board Social, Ethics and Sustainability Committee.

      Disclosure: Sustainability-related financial disclosures are prepared in accordance with the IFRS Sustainability Disclosure Standards.

   2. Material Topics Identified

      Fifteen material sustainability topics were identified and ranked by relevance to the Group's financial performance and impact on society and the environment. Investor priorities align broadly with the overall assessment, supporting the provision of decision-useful information to providers of capital while also capturing impact-related topics that may evolve into financial risks or opportunities over time.

      The four highest-ranked topics by combined score were:

      Rank	Material topic	Financial material score	Impact material score	Combined score
      1.	Data privacy and security	26	28	54
      2.	Customer safety and satisfaction	29	19	48
      3.	Risk management and business resilience	23	5	28
      4.	Economic performance and market presence	22	-8	14

      Note: Climate-related Materiality: Climate and energy topics ranked lower in financial materiality (-23) than other topics, reflecting current stakeholder perceptions within the operating context. Notwithstanding this outcome, the Group recognises that climate-related disclosures are required under IFRS S2. Accordingly, climate-related risks and opportunities are disclosed in line with IFRS S2 and monitored through the enterprise risk management framework.

4. Governance

   The Board of Directors oversees the Group's sustainability-related and climate-related risks and opportunities in accordance with applicable laws, the Articles of Association, Board and committee charters, and recognised governance codes. The Board is the highest governance body responsible for overseeing sustainability-related matters.

   1. Board Oversight and Committee Structure

      Board oversight of sustainability and climate-related matters is delegated to specialised committees:

      Social, Ethics and Sustainability Committee: Oversees the sustainability strategy, targets, performance, and integration across the business, and reviews management updates quarterly or as required.

      Risk Management and Compliance Committee: Oversees enterprise-wide risk management, regulatory compliance, and information security and privacy, including the integration of sustainability and climate-related risks into the enterprise risk management framework.

      Remuneration and Human Resources Committee: Oversees remuneration and human capital policies, ensuring alignment with the Company's strategy, performance objectives, and organisational culture, including talent management and employment equity.

   2. Management Accountability

      Aligned with the Group's strategy, leadership accountability for the Group's environmental, social, and governance impacts is embedded at the executive level.

      • The Chief Executive Officer (CEO) and the Chief Corporate Services and Sustainability Officer (CCSSO) provide executive oversight and strategic direction, ensuring sustainability considerations are integrated into business strategy, operational planning, and decision-making.

      • The General Manager, Sustainability and Shared Value, coordinates sustainability activities, including monitoring performance against targets, consolidating sustainability-related data, and reporting progress to executive management and relevant stakeholders.

   3. Skills and Competencies

      The Board's collective skills and experience span sustainability, corporate governance, information technology and cybersecurity, risk management and regulatory compliance.

      During the year, the Board's capability was further strengthened through targeted development programmes. Sessions covered artificial intelligence, digital transformation, and cybersecurity, reinforcing the Board's oversight of technology, data protection, risk, and governance.

   4. Remuneration Linkage

      The Group's remuneration structures are designed to reinforce long-term value creation and are subject to Board oversight in line with IFRS S1 and IFRS S2 requirements. Sustainability and climate-related performance measures are embedded in both long-term and short-term incentive plans. ESG metrics account for 25% of long-term incentive weighting, reflecting the strategic importance of climate action, network expansion, diversity, and responsible business conduct.

      In addition, ESG targets account for at least 10% of annual performance scorecards, covering carbon emissions reduction, digital and financial inclusion, broadband expansion, reputation management, and governance outcomes. Variable remuneration outcomes are directly linked to performance against these metrics. This approach ensures senior management accountability for sustainability performance and reinforces the integration of ESG priorities into executive decision-making.

5. Risk Management

   The Group's risk management framework is designed to identify, assess, manage, and monitor risks that could affect the achievement of strategic objectives, business continuity, and long-term value creation. Sustainability-related and climate-related risks are assessed using the same criteria as all other enterprise risks, including impact, likelihood, and other relevant factors. This approach ensures consistency, comparability, and full integration into corporate risk processes, in line with defined risk appetite and tolerance.

   1. Three Lines Model

      The Three Lines Model is adopted to clarify roles and responsibilities for governance, risk management, and independent assurance across sustainability and climate-related matters:

      • Governance (Board and Committees): Provides strategic direction, approves risk appetite (including sustainability-related policies), and oversees sustainability and climaterelated risks, opportunities, and performance, ensuring accountability to stakeholders.

      • Management: Owns and manages risks across all business units, including first-line operational responsibility and second-line risk and compliance oversight. Management integrates sustainability and climate considerations into planning, controls, and day-to-day business operations.

      • Assurance: Internal Audit and external assurance providers assess the effectiveness of risk management processes and controls, providing objective assurance to the Board.

   2. Integration of Sustainability-related and Climate-related Risks

      Sustainability and climate-related risks are identified across business units using internal reporting, stakeholder engagement, industry benchmarking, emerging regulatory development, and materiality assessment, in line with the enterprise risk management framework.

      Climate scenario analysis assesses exposure to physical and transition climate risks under a range of plausible future conditions. Inputs to risk identification and monitoring include operational key performance indicators, ESG metrics, regulatory developments, and changes in market demand.

   3. Risk Prioritisation

      Sustainability-related and climate-related risks are assessed using the same impact and likelihood criteria applied to all enterprise risks, ensuring consistent evaluation across the Group's risk portfolio. Identified risks are categorised by potential impact severity and likelihood of occurrence, then prioritised to guide mitigation actions, capital allocation, regulatory compliance measures, and process improvements.

      The prioritisation process considers both current and emerging risks, including those arising from regulatory developments, stakeholder expectations, and climate-related physical and transition factors. Risks with the potential to affect operational continuity, regulatory standing, or stakeholder trust are assigned higher priority and subject to more frequent review.

      The risk assessment process also informs the identification of sustainability- and climate-related opportunities, enabling the Group to pursue initiatives that enhance operational efficiency, strengthen market positioning, and support long-term value creation.

      These risks are continuously monitored through established governance structures, with regular reporting to the Board and senior management on risk trends, mitigation progress, and changes in the Group's risk profile.

6. Strategy

   Sustainability is integral to the Group's strategy, supporting long-term value creation. The Group embeds environmental, social, and governance considerations across operations, governance systems, the value chain, and stakeholder engagement. Early adoption of the IFRS Sustainability Disclosure Standards (IFRS S1 and S2) enhances transparency and supports proactive monitoring of emerging sustainability and climate-related regulations. The Group advances its Net Zero ambition, aligned with the Science Based Targets initiative (SBTi), through actions to reduce Scope 1 and Scope 2 emissions and by engaging suppliers to support value chain decarbonisation.

   1. Sustainability-related and Climate-related Risks and Opportunities

      The Group's material sustainability-related and climate-related risks and opportunities influence strategic positioning, capital allocation, and operational resilience. The table below summarises (i) the time horizon, (ii) current and anticipated financial effects, and (iii) geographic concentration. Climate-related items (†) are disclosed in accordance with IFRS S2.

      Risk/ Opportunity	Category	Time horizon	Current financial effects	Anticipated financial effects	Operational concentration	Mitigation/ Strategy
      Data privacy breach	Digital rights - Risk	ST, MT	compliance costs		All operating locations	Zero-tolerance policy; continuous security upgrades, NDPR compliance
      Enhanced data governance	Digital rights - Opportunity	MT, LT		positioning	Nationwide customer base	Transparent data practices

      • IT and network security Capex

      • Revenue loss

      • Nigeria Data Protection Regulation (NDPR)

      • Additional IT and network security Capex

      • Potential penalties or liabilities

      • Revenue retention from reduced churn

      • Premium pricing potential

      • Enhanced market

      Risk/ Opportunity	Category	Time horizon	Current financial effects	Anticipated financial effects	Operational concentration	Mitigation/ Strategy
      Network infrastructure failure	Operational resilience - Risk	ST		impacts	Nationwide; high-traffic areas	Preventive maintenance, SLA management and optimisation
      ESG Regulatory compliance	Governance - Risk	ST, MT, LT	compliance costs		All operating locations, governance functions	Early adopter positioning, regulatory engagements
      Board diversity	Governance - Opportunity	MT, LT		confidence	Corporate governance	Succession planning, diversity targets, and board development programmes
      Enhanced governance	Governance - Opportunity	MT, LT		confidence	Corporate governance, investor relations	Continuous governance improvement, stakeholder engagement
      Emerging ESG regulations	Governance - Opportunity	MT, LT			All operations	IFRS S1/S2 implementation; regulatory leadership
      Supply chain disruption	Supply Chain - Risk	ST, MT			Supply chain networks, tower infrastructure providers	Supplier diversification, local procurement, supplier sustainability programmes

      • Outage-related revenue loss

      • Increased resilience Capex

      • Maintenance to reduce outage-related revenue-at-risk and service

      • Sustainability advisory costs

      • Nigeria Data Protection Regulation (NDPR)

      • Ongoing compliance obligations

      • Potential liabilities from regulatory changes

      • Board development costs

      • Enhanced strategic performance

      • Improved investor

      • Governance enhancement and training costs

      • Improved access to capital

      • Enhanced investor

      • Early adopter positioning costs

      • Access to sustainable financing

      • Supplier compliance monitoring costs

      • Increased costs of sustainable alternatives

      Risk/ Opportunity	Category	Time horizon	Current financial effects	Anticipated financial effects	Operational concentration	Mitigation/ Strategy
      Sustainable supply chain	Supply chain - Opportunity	MT, LT	costs		Nationwide supplier network	Supplier development, local content policy implementation
      Heat stress†	Climate - Physical Risk	MT, LT		replacement	Northern states; Lagos (urban heat island), Abuja	High-efficiency cooling deployment; site-level resilience assessment
      Flooding†	Climate - Physical Risk	ST, MT			Coastal regions (Lagos, Port Harcourt, Calabar), flood-prone areas	Elevated equipment platforms; drainage improvements, insurance coverage
      Carbon pricing†	Climate - Transition Risk	MT, LT		n costs	All operating locations, energy-intensive facilities	Emissions reduction programme, renewable energy transition
      Renewable energy deployment†	Climate - Opportunity	ST, MT, LT	and Electric Vehicle (EV) charging capex	financing	Nationwide network infrastructure, data centres.	Accelerated solar deployment, CNG transition, green financing strategy
      Green products and services†	Climate - Opportunity	MT, LT		differentiation	Enterprise customer segment, nationwide	Product development, sustainability positioning

      • Supplier capacity-building and development costs

      • Supplier compliance monitoring

      • Reduced unexpected cash outflows

      • Improved asset reliability

      • Cooling infrastructure Capex

      • Increased cooling costs

      • Accelerated asset

      • Repair and replacement costs for damaged sites

      • Resilience Capex

      • Potential asset impairment

      • No current financial impact until policy implementation

      • Annual carbon costs

      • Low-carbon technology upgrades

      • Supply chain decarbonisatio

      • Solar hybrid

      • Diesel savings

      • Long-term energy cost reduction

      • Access to green

      • No current financial impact for the year

      • Revenue growth from sustainable digital solutions, market

   2. Financial effects of the sustainability-related and climate-related risks and opportunities

      Sustainability-related and climate-related risks and opportunities increasingly influence the Group's financial position and cash flow resilience. In 2025, management directed capital and operating expenditure toward operational resilience, regulatory preparedness, and responsible growth.

      The table below links material topics to relevant financial statement line items and note references. Where quantitative information about current financial effects is not available without undue cost or effort, or remains subject to significant measurement uncertainty, the Group provides qualitative information and identifies the financial statement line items expected to be affected.

      Material topic	Financial statement line item	Note reference	Current period effect	Description
      Data Privacy and Security	Intangible assets	Note 20	N24.0 billion (capitalised under computer software)	IT and network security infrastructure
      	Property and equipment	Note 18	N4.5 billion (capitalised under Information systems, furniture and office equipment)
      Sustainable Supply Chain	Other operating expenses	Note 13	N134.6 million (included in professional fees)	Supplier capacity building costs
      Human Capital and Diversity	Employee costs	Note 44	N224.4 million (included in share-based expense)	ESG-linked remuneration
      	Other operating expenses	Note 13	N41.2 million (included in other expenses)	Diversity and inclusion program costs
      Governance and Compliance	Other operating expenses	Note 13	N50.6 million (included in professional fees	NDPR compliance costs
      	Other operating expenses	Note 13	N177.7 million (included in directors' emoluments)	Board development costs
      	Other operating expenses	Note 13	N53. 8 million (included in professional fees)	Sustainability advisory costs
      Physical Climate Risk - Heat Stress	Property and equipment	Note 18	N2.2 billion (capitalised under network infrastructure)	High-efficiency cooling units deployed at critical sites
      	Direct networking operating costs	Note 10.1	N352.6 million (savings -network maintenance)	Savings from the deployment of highly efficient cooling units and inverter solutions
      Physical Climate Risk - Flooding	Property and equipment	Note 18	N81.0 million (impairment)	Equipment damage from thunderstorms and flooding incidents
      	Other operating expenses	Note 13	N573 million (included in other expenses)	Insurance recovery for flood-related incidents
      Transition Climate Risk - Energy Transition	Property and equipment	Note 18	N7.9 billion (capitalised under network infrastructure)	BTS Solar installations and EV charging infrastructure
      	Direct networking operating costs	Note 10.1	N8.1 billion (savings -network maintenance)	Reduced diesel consumption from renewable energy deployment

   3. Climate Scenario Analysis

      In 2024, the Group conducted a climate scenario analysis for MTN Nigeria to assess exposure to physical and transition risks under a range of plausible future conditions. The analysis, prepared in accordance with IFRS S2, evaluated potential climate-related impacts on operations, infrastructure, and business resilience across key asset classes, including buildings, telecommunications towers, data centres, and vehicle fleets.

      The assessment leveraged Copernicus Climate Data and applied the Shared Socioeconomic Pathways (SSPs) framework, which models how global society, demographics, and economies may evolve under different climate futures. Temperature outcomes were modelled across three scenarios, ranging from approximately 1.3°C to above 2.8°C by mid-century.

      The table below summarises the temperature pathways, primary transmission mechanisms, directional financial impacts, and planning responses embedded in the Group's current and medium-term budgeting and capital allocation processes. These assessments inform (i) site-level resilience priorities, (ii) capital reinforcement sequencing, and (iii) stress-testing of operating cost exposure under higher-warming outcomes.

      Scenario/Temper ature Pathway	Affected Regions	Anticipated Temperature Increase/Key Impact	Directional Financial Impact	Planning Response
      Paris Ambition 1.3°C-1.5°C	Nationwide, with less impact on Northern regions			Embedded in operational budgets; Capex uplift is considered in reinforcement planning
      Stated Policies +1.5°C - +1.8°C	Northern and Southern regions			Risk-adjusted Capex allocation, operational resilience measures
      No mitigation, approximately >2.8°C	Coastal regions (Lagos, Rivers and Delta regions)			Forward-looking planning: potential reprioritization of growth vs protection Capex; additional resilience investments

      • Low to Moderate

      • Minor increase in cooling needs, manageable heat stress

      • Minor

      • Energy Opex and Maintenance Capex, within current budgets

      • Moderate

      • Increased cooling costs, potential for heat-induced equipment failure

      • Moderate

      • Energy Opex, Maintenance and Resilience Capex; minor revenue-at-risk

      • High

      • Significant overheating risks, increased operational and cooling costs

      • Non-linear

      • Energy Opex, Maintenance and Resilience Capex; higher revenue-at-risk from outages and QoS penalties

   4. Internal Carbon Pricing

      As at 31 December 2025, the Group has not adopted an internal carbon price. Management considers internal carbon pricing a potential tool to support capital stress testing, incentivise emissions reduction and enhance preparedness for emerging regulation and sustainable finance requirements. A feasibility assessment is planned for completion by Q4 2026, with outputs informing potential policy design, governance and future disclosure.

   5. Resilience Assessment

      Management concludes that the Group's strategy remains resilient under Paris Ambition and Stated Policies scenarios, supported by network efficiency initiatives, operational reinforcement and transition governance.

      Under No Mitigation (>2.8°C), additional resilience capital expenditure may be required over time to maintain service continuity. These insights will continue to inform long-term planning, risk management and capital allocation, including trade-offs between growth and resilience investment.

7. Metrics and Targets

   1. GHG Emissions Performance

      SBTI Near Term Target: The Group commits to reduce absolute scope 1 and 2 GHG emissions 50% by 2030 from a 2021 base year. The Group also commits to reduce absolute scope 3 GHG emissions from fuel and energy-related activities 50% by 2030 from a 2021 base year.

      Metric	Base Year (2021) (tCO2e)	2024 (tCO2e)	2025 (tCO2e)	Change vs. 2021 Base)
      Scope 1 emissions	65,899	55,190	53,060	-19%
      Scope 2 emissions	47,927	46,234	53,409	11%
      Scope 1 and 2 emissions	113,826	101,424*	106,469	-6%

      *Restated Scope 1 and 2 from 101,300 tCO2e to 101,424 tCO2e in 2025, to improve data accuracy, ensure methodological consistency, and align with updated emission factors.

      Note: 2025 Scope 3 emissions data are not yet available as at the reporting date due to ongoing consolidation of value chain activity data required for accurate measurement. In accordance with IFRS S1 transitional provisions, the results will be disclosed in the Group's full 2025 Sustainability Report.

   2. SBTi Target Rebaselining

      In 2022, MTN Group Limited, the ultimate parent company of MTN Nigeria Communications Plc, had its short-term greenhouse gas (GHG) reduction targets validated by the Science Based Targets initiative (SBTi), using 2021 as the baseline year. As an operating company within the MTN Group, the Group's emissions reduction pathway is aligned with these validated targets.

      According to the SBTi Near-term Target Criteria, companies must recalculate their baseline emissions if structural changes result in a cumulative change of more than 5% relative to the baseline. Between 2021 and 2024, MTN Group underwent significant structural changes, primarily through business divestments, resulting in a 9.18% deviation from the baseline and requiring a recalculation under the SBTi rules. Consequently, a re-baselining process was conducted in accordance with SBTi guidance. The year 2024 was set as the new baseline, and revised near-term targets were submitted to SBTi in September 2025. Validation began within the standard review window following submission. The SBTi then issued a validation statement confirming the revised near-term targets for Scopes 1, 2, and 3, with 2024 as the baseline year, effective from the 2026 financial year onwards.

      Implications for MTN Nigeria New Baseline Year: 2024

      SBTI Near Term Target: The Group commits to reduce absolute scope 1 and 2 GHG emissions 42.0% by 2030 from a 2024 base year. The Group also commits to reduce absolute scope 3 GHG emissions 25.0% within the same timeframe.

      Total Emissions (2024 Baseline): 334,361 tCO2e

      Scope	2024 Baseline (tCO2e)	2030 Target (tCO2e)	Reduction target
      Scope 1 and 2	101,424	58,825	42.0% absolute reduction by 2030
      Scope 3	232,937	174,703	25.0% absolute reduction by 2030
      Total	334,361	233,528

      Note: The targets for 2025 will not change, and the new baseline targets will apply from 2026 onwards for all scopes of emissions (Scope 1, 2, and 3).

      The Group's emissions reduction targets are expressed on a gross emissions basis unless explicitly stated otherwise. If the Group sets or is required to meet any net greenhouse gas emissions targets, it will disclose the extent to which carbon credits are planned to be used and the reliance placed on those credits to achieve the target, consistent with IFRS S2 requirements.

   3. Non-GHG Metrics

      Non-GHG metrics are monitored to track progress against strategic objectives across connectivity, inclusion, customer experience, and governance.

      Metrics	Target	2024	2025	Status
      Broadband coverage (% population)	95%	90.10%	91.17%	In progress
      Active MoMo wallets (million)	30- 40 million	2.30 million	3.70 million	In progress
      Female representation (%)	50% by 2030	41.40%	43.35%	In progress
      Data breaches	Zero	Zero	Zero	Achieved
      Monetary losses from privacy-related legal proceedings (N'million)	Zero	Zero	Zero	Achieved
      Net Promoter Score	Top position	1	1	Achieved
      Reputation Index	>75%	79%	80%	Achieved
      Local ownership	11%	3%	3%	In progress

8. Judgements and Measurement Uncertainties

   In preparing these sustainability-related financial disclosures, Management has exercised judgment in several areas and has used estimates for certain amounts which cannot be measured directly. Estimates have been made when sustainability information relates to an entity in the value chain and needs to be estimated, or when data limitations apply.

   1. Materiality Assessment Management applied significant judgment in:

      1. determining the scope of topics assessed (25 topics evaluated, of which 15 were determined to be material);

      2. applying equal weighting across stakeholder groups;

      3. setting materiality thresholds, whereby topics exceeding the defined threshold on either the financial or impact dimension were classified as material; and

      4. determining appropriate metrics for disclosure, with reference to industry-based standards, including the SASB Telecommunications Standards.

   2. GHG Emissions Boundary

      The Group applies the operational control approach to define its organisational boundary for GHG reporting. Under this approach, the Group accounts for 100% of emissions from operations over which it exercises operational control, reflecting management accountability and decision-making authority.

   3. GHG Emissions Calculation Methods

      GHG emissions are calculated in accordance with the GHG Protocol Corporate Accounting and Reporting Standard and the GHG Protocol Scope 3 Corporate Value Chain Standard. Scopes 1, 2 and 3 emissions are included within the Group's reported GHG footprint.

   4. Measurement Uncertainty

      Certain metrics are subject to inherent measurement uncertainty due to reliance on third-party activity data and emission factors. Where complete or timely data is unavailable, estimates are applied. Where estimations are used, management applies consistent methodologies period-to-period and prioritises improvements to data quality and internal controls to enhance comparability and decision-usefulness over time.

      Metric	Primary source of uncertainty
      Scope 1 emissions	Fuel metering accuracy; generator runtime estimation; fleet tracking.
      Scope 2 emissions	Grid emission factor variability in Nigeria; electricity meter accuracy.

   5. Changes in Estimates

      During the 2025 financial year, the Group revised MTN Nigeria Communications Plc's 2024 Scope 3 emissions to improve data quality, ensure methodological consistency, and reflect updated recognised emission factors. In accordance with IFRS S1 transitional provisions, the results will be disclosed in the Group's full 2025 Sustainability Report.

   6. Material Errors

Prior period errors are omissions from and misstatements in the entity's sustainability-related financial disclosures for one or more prior periods. Such errors arise from a failure to use, or the misuse of, reliable information that was available when the disclosures were authorised for issue. No material errors in prior period sustainability disclosures were identified during the preparation of the 2025 disclosures.

Tobechukwu Okigbo

Chief Corporate Services and Sustainability Officer

FRC/2019/NBA/00000019355

25 February 2026

Corporate History

MTN Nigeria Communications Plc (MTN Nigeria or the Company) was incorporated as a private company on 8 November 2000. The first phone call on the network was made on 16 May 2001. The Company thereafter commenced commercial operations on 8 August 2001.

On 18 April 2019, MTN Nigeria re-registered as a Public Limited Company (PLC) and was listed on the Premium Board of Nigerian Exchange Limited (NGX) on 16 May 2019. MTN Nigeria subjects its operations to the highest standards of corporate governance and believes that good corporate governance is an essential foundation for sustainable corporate success.

Board of Directors

The Board of Directors is responsible for the governance of MTN Nigeria and accountable to shareholders for creating and delivering sustainable value. The Board provides effective and ethical leadership. It determines the Company's purpose and values and approves the strategy to achieve the organisational goal. The Board is set up to function effectively to align the interests of stakeholders and shareholders with management's actions and decisions. The Board ensures that stakeholders' interests are well represented and protected while enhancing shareholder value.

MTN Nigeria conducts its affairs with transparency, accountability, prudence, fairness, and social responsibility, which are value-based principles that ensure all deliberations and decisions are beneficial to the interests of the Company, all stakeholders, and the consuming public. Therefore, the board strives to achieve balance by establishing policies and structures that best reflect the objectives, goals, values, and interests of the stakeholders. These policies are regularly reviewed, taking into account the ever-changing dynamics of the operating and regulatory environment and leading practices.

The Board ensures that the Company's values are upheld to maintain its going concern status. In addition, the Board ensures that procedures and practices that protect the Company's assets and reputation are in place.

Overall, the Board of Directors oversees the Company's affairs and ensures in accordance with applicable laws, its Articles of Association, and sound corporate governance principles. Our corporate governance framework, and ensures compliance with the organisation's policies, board and committee charters, and the requirements and codes of corporate governance. This governance framework enables the board to strategically discharge its oversight duties, provide directions, make informed decisions, and ensure the organisation complies with regulatory requirements.

Board Composition

MTN Nigeria aspires to achieve a balanced mix of skills, gender, and knowledge on its Board by appointing and retaining competent, experienced, trustworthy, and reliable Directors who have the capacity and ability to lead the Company towards achieving its strategic objectives. It is important that the organisation is led by capable, effective and reliable individuals. The Nomination and Governance Committee ensures that the Board has broad representation from different fields of business and backgrounds. Collectively, they bring a wealth of knowledge, expertise, and diversity, which helps advance the Company's efforts to realise its organisational objectives and goals.

As at 31 December 2025, the Board comprised 16 members: 14 Non-Executive Directors (including 5 Independent Non-Executive Directors) and 2 Executive Directors. Four (4) of the Board members are female. For most of 2025, there were 17 Board members; one Director resigned on 31 October 2025.

The Chairman

The Chairman of the Board provides leadership and is responsible for the Board's overall operations and governance. He manages the Board's business and sets its agenda in consultation with the Group Managing Director/Chief Executive Officer and the Company Secretary, with contributions from other Board members. The Chairman also ensures that the Board's decisions strike the right balance between operational performance and strategic matters. In so doing, the Chairman ensures that Board meetings are properly conducted and that the Board is effective and functions cohesively.

The Chairman plays a leading role in ensuring that the Board and its committees are composed of the relevant skills, competencies, and desired experience. He facilitates and encourages Directors' active engagement by leveraging their skills, knowledge, and expertise. The Chairman does not serve as Chairman or a member of any Board Committee.

The Chairman and Chief Executive Officer positions are separate and held by different individuals. Non-Executive Directors

The Non-Executive Directors (NEDs) bring their knowledge and expertise to bear on Board strategy and performance issues. To enable them to contribute effectively, they are provided with comprehensive, relevant information in a timely manner. Non-Executive Directors are not involved in the day-to-day management of the Company but have unfettered access to the Company Secretary, the Internal Auditor, and other senior management staff.

Independent Non-Executive Directors

Independent Non-Executive Directors (INEDs) provide objective and independent advice and guidance to the Board on various issues. They ensure that the interests of all stakeholders, including minority shareholders, are well considered in Board decisions. They also serve as a sounding board for the business on various strategic matters. INEDs act as a check and balance on the acts of the Board and Management.

The Companies and Allied Matters Act (CAMA) 2020, as amended, provides that (1) A public company shall have at least one-third of the total number of its directors as independent directors.

The Group Managing Director/Chief Executive Officer

The Group Managing Director/Chief Executive Officer (GMD/CEO) is responsible for the execution of strategy and the day-to-day management of the MTN Nigeria Group, supported by the Executive Leadership Team. The GMD/CEO is responsible for providing the Board with complete, accurate, and timely information and documentation to enable sound decision-making.

Executive Directors

The Chief Financial Officer, an Executive Director, works with the GMD/CEO to manage the Group's day-to-day affairs. He has extensive operational knowledge and supports the achievement of the Company's overall business objectives.

The Company Secretary

The Company Secretary ensures the integrity of the governance framework and is responsible for the efficient administration of the Company, ensuring compliance with statutory and regulatory requirements and implementing the decisions made by the Board of Directors.

The Office of the Company Secretary provides support, governance advice, and detailed guidance to the Directors concerning their duties, responsibilities, and powers. The Office also ensures compliance with procedures, regulations, and recommended practices necessary to conduct the Board's affairs. The Company Secretariat provides secretarial support to the Board, its Committees, the Statutory Audit Committee, the Executive Management Committee, the Governance Steering Committee, the Management Credit Committee, the Road Infrastructure Tax Credit Committee and the Sourcing Committees.

The Company Secretary is responsible for coordinating the induction and training of new Directors and the continuous education of Non-Executive Directors, supporting the director selection process and assisting the Chairman and GMD/CEO in formulating an annual Board Plan. The Company Secretary is also responsible for the administration of other strategic matters at the Board level, organising Board meetings, and ensuring that the minutes of Board meetings clearly and accurately capture Board discussions and decisions.

Members of the Board as at 31 December 2025

*Resigned October 31, 2025

Meetings of the Board of Directors

During the period under review, the Board met eleven (11) times. The record of attendance at Board meetings in the year ended 31 December 2025 is provided below:

*Resigned October 31, 2025

R -These directors were recused from the emergency meeting of 10 November, 2025

The Board receives regular reports from its committees and deliberates on their recommendations. Highlights of key matters deliberated upon by the Board during the reporting period include:

1. Approval of the audited Financial Statements for the year ended 31 December 2024.

2. Approval of unaudited Consolidated Financial Statements for 31 March 2025, 30 June 2025 and 30 September 2025

3. Interim Dividend note 34

4. Structural Separation Transaction

5. 2026 Budget/Business Plan

6. Directors who retired by Rotation and other Annual General Meeting Related Matters

7. Approval of various charters and policies recommended by the Board Committees, including but not limited to the following:

   1. Revised Board Charter

   2. Revised Board Audit Committee Charter

   3. Revised Finance and Investment Committee Charter

   4. Revised Remuneration and Human Resources Committee Charter

   5. Revised Social, Ethics and Sustainability Charter

   6. Revised Nominations and Governance Committee Charter

   7. Revised Digital and Innovations Committee Charter

   8. Revised Board Induction and Continuous Development Policy

   9. Localisation of Finance Policies

   10. Internal Control Framework

   11. Revised Master Policy

   12. Responsible Artificial Intelligence Policy

   13. Revised Local Content Policy

   14. Data Governance Policy

   15. Revised Information Security Policy

   16. Investor Relations Policy

8. 2024 Board Evaluation and Corporate Governance Assessment Report.

9. The Nigerian Communication Commission's Corporate Governance Guidelines 2025.

10. Regular Operational reports from Management via the Chief Executive Officer's Report.

11. Appointment of DCSL as Independent Consultant for the FY 2025 Board Evaluation and Corporate Governance Assessment

12. Approvals for Issuance of Letters of Credit

13. Approvals of Indefeasible Right of Use Fibre Leases

14. Appointment of Mr. Egerton Idehen, Chief Broadband Officer

15. Credit Limit Increase and Funding Updates

16. Financial Year 2025 Treasury Strategy

17. Bank Facilities and Related Matters xviii..2025 Board Development Plan

1. Board Committee Membership

2. Advance CAPEX Request

3. Employee-related benefits.

4. Retirement of fully depreciated assets that are not in use and retirement based on policy years.

5. . Regular macroeconomic updates.

6. . Updates on Related Party Transactions.

7. Resolutions which were recommended to shareholders at the Annual General Meetings held on 30 April 2025.

Director Appointment Process

The Board ensures that suitable candidates are identified based on the Company's needs and that appointment decisions take into account diversity across experience, knowledge, skills, and gender. The Board has put in place a robust Board Appointment and Succession Policy that ensures the following:

• A built-in balance of continuity and turnover.

• Regular infusion of fresh ideas and new perspectives to the Board.

• Composition of qualified individuals with appropriate skills and competencies.

• Improved Board performance and effectiveness.

• Defined skills and competencies profile that reflects the needs of the Board.

• Prevention of threats to Directors' independence.

• A broad framework for assessing prospective and existing Board members.

• Compliance with regulatory provision

The Nomination and Governance Committee is responsible for leading the process of identifying, screening, and recommending candidates for Board appointment. In addition, an external consultant is engaged to assist in identifying candidates who embody the highest standards of personal and professional integrity and ethics for nomination.

Keyboard Skills, Expertise and Competencies

The Board comprises qualified members who bring in the required skills, competence and expertise to contribute effectively to deliberations at Board and Committee meetings. The matrix below summarises the skills, expertise, and competencies of individual directors that contribute to corporate governance and Board effectiveness.

Retirement by Rotation

In accordance with the provisions of the Companies and Allied Matters Act (CAMA) 2020, the Directors retiring by rotation are:

1. Dr. Ernest Ndukwe OFR

2. Mrs. Ifueko M. Omoigui Okauru MFR

3. Mr. Mazen Mroue

4. Mr. Jens Schulte-Bockum

5. Ms. Tsholofelo Molefe

6. Mr Mohammad K. Ahmad OON

Being eligible, Dr. Ndukwe, Mrs. Omoigui Okauru, Mr. Schulte-Bockum, Ms. Molefe, and Mr. Ahmad have offered themselves for re-election. Their profiles and attendance records at Board and Committee meetings are provided in this report.

Directors' Remuneration

MTN Nigeria is committed to ensuring that fees payable to Non-Executive Directors (NEDs) reflect their roles and responsibilities and are subject to all applicable laws, Regulations and codes of corporate governance in Nigeria.

The fees paid to the Chairman and other non-executive directors are reviewed against fees paid to the non-executive directors of a comparable group of listed companies. Total remuneration for the Board Chairman is benchmarked against the 80th percentile for the market and the 75th percentile for other Non-Executive Directors. The skills, experience, and capabilities of the non-executive directors are also considered.

Executive Directors and Non-Executive Directors nominated for appointment by MTN Group Limited receive no fees or other remuneration for their services as Directors of MTN Nigeria.

Board Induction and Development

Upon appointment to the Board, all Directors receive an induction tailored to support a seamless onboarding experience. The induction, arranged by the Company Secretary, may include meetings with senior management and key external advisors to help Directors develop a detailed understanding of the Company's

operations, strategic plan, business environment, stakeholder ecosystem, and priority areas. The induction provides an opportunity to introduce Directors to their fiduciary duties and responsibilities, as well as to their committee roles.

The Company attaches great importance to the continuous development of its Directors to enhance their performance and effectiveness. During the year under review, members of the Board attended the development programmes detailed in the table below:

Directors also have access to MTN Learn, an e-learning platform with over 40,000 courses. Board Committees

The Board carries out its oversight responsibilities through its committees, which have clearly defined terms of reference that set out their roles, functions, and scope of authority. The Board has seven (7) substantive Committees, namely:

1. Board Audit

2. Risk Management and Compliance

3. Remuneration and Human Resources

4. Nomination and Governance

5. Social, Ethics and Sustainability

6. Finance and Investment

7. Digital and Innovation.

The Committees make recommendations to the Board, which has the ultimate responsibility for decision-making. In some instances, the Board delegates approval mandates to its Committees. Regular, timely reports on Committee deliberations are submitted to the Board, enabling it to make informed decisions as it carries out its roles and responsibilities.

A summary of the roles, responsibilities, composition, highlights of deliberations, and meeting frequency for each Committee is set out in the following sections.

Board Audit Committee

The Board Audit Committee is mandated to assist the Board in discharging its duties relating to the safeguarding of assets, the operation of adequate financial systems, and control processes. The Committee also ensures that financial statements and related financial reporting are prepared in compliance with all applicable statutory requirements and accounting standards.