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Annual finanacial statements - Contents


Report of the independent auditors

for the nine months ended 31 December 2005

to the members of MTN Group Limited

We have audited the annual financial statements and Group annual financial statements of MTN Group Limited set out on pages 126 to 226 for the period ended 31 December 2005. These financial statements are the responsibility of the company’s directors. Our responsibility is to express an opinion on these financial statements based on our audit.


We conducted our audit in accordance with statements of International Standards of Auditing. Those standards require that we plan and perform the audit to obtain reasonable assurance that the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management; and evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

Audit opinion

In our opinion, the financial statements fairly present, in all material respects, the financial position of the Group and the company at 31 December 2005 and the results of their operations and cash flows for the period then ended in accordance with International Financial Reporting Standards, and in the manner required by the Companies Act in South Africa.

PricewaterhouseCoopers Inc.
Registered Accountants and Auditors
Chartered Accountants (SA)

22 March 2006

SizweNtsaluba VSP
Registered Accountants and Auditors
Chartered Accountants (SA)

22 March 2006