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Report Independent Special Committee REPORT of the INDEPENDENT SPECIAL COMMITTEE appointed by the Board of MTN Group Ltd to investigate allegations in United States proceedings by Turkcell Iletisim Hitzmetleri AS 1 February 2013 1 To the Board of MTN Group Ltd 216 14th Avenue, Fairlands 2195 Johannesburg South Africa. We, the undersigned members of an Independent Special Committee which you appointed on 1 February 2012 to investigate allegations made by Turkcell Iletisim Hitzmetleri AS in a draft complaint intended to be filed in the United States District Court for the District of Columbia, now have the honour to submit our report. Leonard Hoffmann N Peter Mageza Jeff van Rooyen (Chairman) 1 February 2013. 2 Letter from Lord Hoffmann to the Chairman of the Board of MTN Group Ltd Brick Court Chambers London SW1A 0PW 31 January 2013. Independent Special Committee to Investigate Turkcell Complaint The Independent Special Committee (the ³Committee´) of which I have the honour to be chairman was established by resolution of the Board of MTN Group Ltd on 1 February 2012 and asked to conduct an inquiry in accordance with terms of reference which will be found in Appendix 1 of our Report. The terms of reference stipulated that I should personally notify the Board of the Committee¶s view that it ³has received full cooperation from the Company and access to all individuals, information, documents and facilities as requested and provided for in this charter, and that its investigation has not been the subject of improper interference, influence, or obstruction or impediment´ and that I approve the Report. I have pleasure in being able to state that the Committee is of the opinion that it has received full cooperation from the company and has been given unrestricted access to all individuals, information, documents and facilities which it requested. There has likewise been not the slightest attempt by the company or its management to influence the Committee in its deliberations or Report. This Report has the full concurrence of all three of us. We recommend that, subject to legal advice in relation to the proceedings in the United States, the Report be published. Yours sincerely, Lord Hoffmann 3 EXECUTIVE SUMMARY 1. On 27 November 2005 the Iranian Ministry of Communications and Information Technology (³MCIT´) issued a licence to operate a GSM cellphone system to a company now known as MTN Irancell (³Irancell´). Irancell is controlled by two Iranian public bodies (³Sairan´ and ³the Bonyad´), which hold 51% of the shares through their joint ownership of Iran Electronic Development Company, and MTN holds the remaining 49%. MCIT had earlier been in negotiation for some 18 months for the grant of the licence to a consortium consisting of the same two Iranian bodies and a subsidiary of Turkcell Iletisim Hitzmetleri AS (³Turkcell´), which had first been chosen as provisional licensees, but negotiations had been broken off by 4 September 2005. 2. On 28 March 2012 Turkcell filed a complaint in the United States District Court in Washington DC in which it alleged that MTN had conspired with Iranian officials to oust Turkcell from the successful consortium and take its place by ± (a) promising to use its influence with the South African government to procure the supply of defence equipment to Iran and to support the Iranian nuclear development programme at meetings of the International Atomic Energy Agency ³IAEA´); (b) bribing Sairan and the Bonyad with payments disguised as sham loans; (c) bribing an Iranian official, Mr Javid Ghorbanoghli, with a payment of US$400,000 through a sham consultancy arrangement; and (d) bribing the then South African ambassador to Iran, Mr Yusuf Saloojee, with a payment of US$200,000. 3. These allegations rest entirely upon the evidence of Mr Christian Kilowan, who worked for MTN in Iran between May 2004 and November 2007. He has given two statements in arbitration proceedings brought by Turkcell against the Islamic Republic of Iran and a deposition in the United States proceedings against MTN. We have also received evidence in the form of statements by other current and former officers and employees of MTN and South African and Iranian officials. 4 4. We have not found it necessary to decide whether to prefer the evidence of other witnesses to that of Mr Kilowan because a comparison of his evidence with contemporary documents (mostly written by himself) is sufficient to show that all the allegations are a fabric of lies, distortions and inventions. Most of this report consists of a comparison of what he now says and what he was saying and doing at the time. It shows him to be a fantasist and a conspiracy theorist. 5. We have tried to distinguish clearly in our report between those matters on which we are entirely satisfied and those which we regard as no more than probabilities or possibilities. As will become evident, Mr Kilowan¶s activities have left many murky areas and loose threads in the story. 6. We are entirely satisfied that there was no conspiracy between MTN and Iranian officials to remove Turkcell from the successful consortium, no promise to procure the South African government to supply defence equipment or support Iran¶s nuclear policy at the IAEA, and no sham loans. 7. We find that on 4 April 2007 a subsidiary of MTN made a payment of US$400,000 into the personal account of Mr Mousa Hosseinzadeh, a business partner of Mr Kilowan who had been introduced to him by Mr Ghorbanoghli. We do not know what happened to this money because the evidence of neither Mr Kilowan nor Mr Hosseinzadeh is reliable. The payment was made on an invoice from Aristo Oil International Limited, of which Mr Hosseinzadeh is a director, for consultancy services, apparently countersigned by Mr Phuthuma Nhleko, then Chief Executive Officer of MTN, but there is evidence (including handwriting evidence) to suggest that the signature was a forgery. We are satisfied that neither Mr Nhleko nor Mrs Irene Charnley (until March 2007 the MTN Director with responsibility for Iran), approved a payment which they knew to be intended for Mr Ghorbanoghli. 8. We are entirely satisfied that MTN paid nothing to Ambassador Saloojee and that neither Mr Nhleko nor Mrs Charnley authorised Mr Kilowan to promise him anything. 9. The complaint does not allege any specific acts of corrupt practices against the chairman or members of the Board or senior management of MTN other than participation in the acts alleged against Mr Nhleko and Mrs Charnley. Since we have 5 found the latter to be false, we find that there is equally no substance in the allegations of participation. 6 CONTENTS Page No. EXECUTIVE SUMMARY ........................................................................................4 Chapter 1 Introduction ...........................................................................................9 Terms of Reference.........................................................................................9 Summary of background events in Iran.........................................................10 The Turkcell allegations................................................................................11 Other litigation..............................................................................................12 Evidence available to the Committee ............................................................13 Our approach to the evidence........................................................................15 Membership and Meetings of the Committee ................................................16 Thanks..........................................................................................................17 Chapter 2 Iran.......................................................................................................18 Chapter 3 Narrative ..............................................................................................21 October 2003: the invitation to tender ...........................................................21 November ± December 2003: the MTN tender..............................................22 Turkcell successful .......................................................................................26 20 February 2004: General election..............................................................28 MTN in defeat ..............................................................................................29 Waiting in the wings .....................................................................................33 August 2004: Minister Lekota¶s Visit to Iran ................................................47 Nuclear Interlude ..........................................................................................49 26 September 2004: The Single Article Act .................................................50 February to June 2005: The Irancell Consortium divided.............................54 May ± June 2005: MTN Returns ..................................................................55 August ± September 2005: Turkcell excluded ..............................................64 September ± November 2005: Negotiating the Terms ..................................66 The Vote in Vienna.......................................................................................71 October ± November 2005: Final Negotiations.............................................72 Completion ...................................................................................................77 Chapter 4 Christian Kilowan................................................................................79
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