ANNEX D

PERFORMANCE STANDARDS

CONTENTS

1. DEFINITIONS.......................................................................................................................................2

2. GENERAL..............................................................................................................................................2

3. SERVICE LEVEL/KPI PERFORMANCE............................................................................................3

4. SERVICE CREDITS/KPIs.....................................................................................................................4

5. CHANGES TO SERVICE LEVELS......................................................................................................6

6. SERVICE LEVELS................................................................................................................................6

7. KPI AND SERVICE LEVEL DEFINITIONS.......................................................................................6

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 ANNEX D:

PERFORMANCE STANDARDS

1. DEFINITIONS

Unless specified otherwise, the definitions set out in this Agreement apply to this Annex
(performance standards).

2. GENERAL

2.1. The following provisions of this Annex D (performance standards) shall apply to each Managed
Services Supply Agreement.

2.2. This Annex D (performance standards) sets out the service levels against which a service credit
will be payable for any performance of the Services that falls below the required service level/KPI
(“Performance Default”).

2.3. in addition to the service levels/KPIs, the Supplier Company will perform the Services in
accordance with each of the following (provided that for those Services that have associated
service levels/KPIs, the following will not be deemed to increase such service levels/KPIs):

(a) At least to the same degree of accuracy, completeness, efficiency, quality, responsiveness
and timeliness as:

(i) Was provided prior to the Service Commencement Date by, or for the Customer;
and

(ii) Is provided by well managed suppliers providing services similar to the Services;

(b) Promptly, using reasonable skill and care and in a professional and diligent manner; and

(c) in accordance with any other performance standards specified in the Agreement and/or the
relevant Managed Services Supply Agreement.

2.4. the Supplier Company will, throughout the Term, use proven and current technology, processes
and procedures that enable MTN or Customer to take advantage of technological advancement in
the Supplier Company’s industry and support MTN’s or Customer’s efforts to maintain
competitiveness.

2.5. the achievement of the service levels/KPIs by the Supplier Company may require the coordinated,
collaborative effort of the Supplier Company with third party service providers. The Supplier
Company will provide a single point of contact for the prompt resolution of all Performance
Defaults and all failures to provide high quality services to Customer regardless of whether such
failures are caused by the Supplier Company.

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3. SERVICE LEVEL/KPI PERFORMANCE

3.1. Measurements

(a) the Supplier Company will use appropriate measurement and monitoring tools and
procedures to measure and report on compliance with service levels/KPIs (“service level
performance”), and such tools and procedures:

(i) will report at a level of detail sufficient to verify compliance with the service
levels/KPIs; and

(ii) may be the subject of an audit by Customer or its appointed auditors.

(b) any changes to the measurement and monitoring tools and procedures will be made
through the change management procedure and will be subject to MTN’s or Customer’s
approval.

(c) if the Supplier Company fails to measure service level performance for a service
level/KPI so that it is not possible to confirm whether the service level/KPI has been
achieved for a particular month then, in the absence of MTN’s or Customer’s written
consent to the failure to measure, the service level performance for the relevant service
level/KPI will be deemed to be a Performance Default.

3.2. Failure to perform

(a) In respect of any Performance Default, Supplier Company will:

(i) investigate, assemble and preserve pertinent information with respect to, and
report on the causes of, the incidents which led to the Performance Default or
failure, including performing an appropriate root cause analysis of the underlying
problems;

(ii) otherwise advise Customer, as requested, of the status of remedial efforts being
undertaken with respect to such incidents and problems;

(iii) minimize the impact of the incidents and problems, correct them and promptly
resume meeting the service level/KPI; and

(iv) take appropriate preventive measures so that the incidents and problems do not
recur.

(b) If the Supplier Company or Customer identifies a trend in service level performance
which reasonably indicates that there will be a future Performance Default, then the
Supplier Company will perform a root cause analysis of the trend, report to MTN or
Customer on its findings and take any necessary steps to prevent an actual Performance
Default indicated by such root cause analysis.

(c) Performance failure for Service Level of O&M and critical KPIs (as defined in Annex B-
1) as follows shall be deemed to be a material breach of Managed Service Supply
Agreement that is incapable of remedy:

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 (i) Failure to meet the minimum level defined for any two (2) of the same Service
Level of O&M and/or Critical KPI in any three (3) consecutive months.

(ii) Failure to meet the minimum level defined for any five (5) of the Service Level
of O&M and/or Critical KPI in any three (3) consecutive months.

(iii) Failure to meet the minimum level defined for the same Service Level for O&M
and/or Critical KPI in any four (4) out of twelve (12) months.

3.3. Reporting

(a) the Supplier Company will report on the Supplier Company’s service level performance
against the applicable service levels/KPIs. Such report will:

(i) include a set of hard (if requested) and soft-copy reports to verify the Supplier
Company's performance and compliance with the applicable service levels/KPIs;

(ii) identify whether MTN or Customer is entitled to any service credits; and

(iii) include detailed supporting information in machine-readable form suitable for use
on a personal computer.

(b) the data and detailed supporting information will be Customer’s confidential information,
and Customer will be able to access such information online and in real-time, where
feasible, at any time during the Term.

3.4. Continuous Improvement

(a) the Supplier Company will strive to continuously improve service level performance with
the aim of exceeding the service levels/KPIs. Where practical, service levels/KPIs will be
increased under change management procedures where consistent performance over and
above service levels/KPIs is achieved or achievable.

4. SERVICE CREDITS/KPIs

4.1. Weighting factors

(a) subject to section 4.1.(c), Customer will apportion weighting factors against all or some of
the service levels/KPIs. Following the Services Commencement Date, Customer may
change the apportionment of weighting factors in accordance with section 4.1.(b).

(b) subject to section 4.1.(c), Customer may change the allocation of weighting factors
between service levels/KPIs subject to mutual agreement under the change control
procedure and provided that the weighting factor for a service level/KPI is changed at the
beginning of a new measurement period (beginning of a new quarter) by providing thirty
(30) days’ prior notice to Supplier Company.

(c) in no event will the aggregate weighting factors applied by Customer against all of the
service levels/KPIs exceed twenty percent (20%).

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4.2. Calculation of Service Credits

(a) for each Performance Default occurring during the Term that relates to a service level/KPI
that has an associated weighting factor at the relevant time, the applicable service credit
shall be calculated in accordance with section 4.2.(b).

(b) in respect of each Performance Default to which section 4.2.(a) applies, the applicable
service credit will be equal to an amount calculated by multiplying : the weighting factor
for such service level/KPI;

(c) Supplier Company will pay (or credit against a subsequent invoice) any service credits to
Customer on a quarterly basis following the agreement between the Supplier Company
and the Customer of the relevant performance reports, which shall show details of the
service level defaults and the amounts of the service credits.

(d) where Supplier Company has failed to provide a performance report in respect of one or
more of the service levels/KPIs in any period such failure will be deemed a Performance
Default and Customer will be entitled to a service credit in respect to each service
level/KPI as follows

(i) Service Level for O&M : equal to the service credit which would otherwise be
payable by Supplier Company in the event of a Performance Default in respect of
the relevant service level.

(ii) KPIs : equal to the service credit which would otherwise be payable by Supplier
Company in the event of a Performance Default in respect of the relevant KPI. For
the avoidance of doubt the count values for basic target, improvement target and
penalty target used for penalty calculation shall be set to zero (0) i.e. all cells shall
be set below penalty target.

(e) in no event will the total amount of service credits, in respect of Performance Defaults
occurring during any month in relation to the O&M Service, exceed an amount equal to
twenty percent (20%) of the O&M Service Charges for such quarter(excluding the fuel
cost, site security cost and the related management charge) (“At Risk Amount” for the
O&M Service).

(f) in no event will the total amount of service credits, in respect of Performance Defaults
occurring during any quarter in relation to the Optimisation Service, exceed an amount
equal to twenty percent (20%) of the Optimisation Service Charges for such month (“At
Risk Amount” for the Optimisation Service).

4.3. Exceptions

(a) if any events that are measured as part of a service level/KPI are not successfully achieved
in accordance with the relevant service level/KPI and Supplier Company demonstrates
that such failure is directly caused by any of the following then such events will be
disregarded (and will be excluded from both the numerator and the denominator) for the
purposes of calculating whether the service level/KPI has been achieved):

(i) a force majeure event to the extent that the Supplier Company is excused from
performing in accordance with the Managed Services Supply Agreement or

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 (ii) Customer exercising its rights of step-in in accordance with the Managed
Services Supply Agreement

(iii) any of the Exclusions listed under Appendix D-1 of this Annex D(Performance
Standards) (which exclusions shall be agreed between the relevant Supplier
Company and Customer under the applicable MSSA).

4.4. Stabilisation Period

The Supplier Company shall be relieved of any liability for service credits during the period of
three (3) months commencing on the Service Commencement Date (“Stabilisation Period”).

5. CHANGES TO SERVICE LEVELS

During the Term, Customer may, on giving three (3) months’ notice, acting reasonably add, delete or
modify service levels so as to give an accurate measure of the services being performed by mutual
agreement under the change control procedure provided such change is made at the beginning of a new
measurement period.

6. SERVICE LEVELS

Some of the service levels will not attract service credits but may be promoted to KPIs by Customer
during the Term in accordance with section 5 provided such promotion is done at the beginning of a new
measurement period.

7. KPI AND SERVICE LEVEL DEFINITIONS

7.1. The KPIs/service levels applicable to the operations and maintenance Services are set out in
Appendix 2 to this Annex B-1 (O&M Scope of Work).

7.2. The KPIs/service levels applicable to the optimisation Services are set out in Section 3 of Annex
B-2 (Optimisation Scope of Work).

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ANNEX D-1: EXCLUSIONS

The following Exclusions shall apply in Supplier Company’s performance of it’s obligation under
this Annex D.

1. Force Majeure, e.g. an exceptional event or circumstance that is: unpredictable;

unforeseeable; beyond Supplier Company’s reasonable control; that Supplier Company
could not reasonably have provided against; and which having arisen that Supplier
Company could not reasonably have avoided or overcome, including but not limited to:

a. acts of God, natural disasters, earthquakes, fire, explosions, floods, hurricanes,

extreme weather, lightning or other catastrophes;

b. riots, wars (whether declared or not), hostilities, revolutions, civil disturbance or

usurped authority, accidents, terrorist acts, sabotage, nuclear incidents, epidemics
(whether declared or not), strikes, embargo, resolution or requisition;

c. acts (or failure to act) of government or governmental authority (including

Regulator), including but not limited to expropriation or confiscation of facilities;

d. strikes, lock-outs, stoppages of labor and other industrial disputes

2. Configuration changes from other Vendors or Operators without notification/approval

from Managed Service team and prior preparation.

3. KPI degradations during planned upgrades/updates of the network in accordance with the
Change Request procedure, e.g. software upgrades; hardware upgrades; software update.

4. Problems caused by faulty end-user (subscriber) equipment based on valid evidence

provided by Supplier Company.

5. KPI or SLA (frequent faults) degradation caused by hardware, software design and new
feature deployment based on the evidence provided by Supplier Company and approved
by Customer,

6. Change requests made by Customer which has a direct impact on SLA and KPI
performance measurements subject to Supplier Company having provided an impact
analysis as part of the change control process.

7. External interference problems (from other cellular systems or other external sources).

8. KPI degradations caused by failure to complete an approved change request in accordance

with the approved maintenance window, e.g. software upgrades/updates, hardware
upgrades etc not competed in time.

9. KPI degradations due to capacity limitation provided Supplier Company has made timely
advice to Customer of the required upgrades to the network.

10. Delivery failure of 3rd line support from 3rd party equipment vendors provided Supplier
Company has taken all available measures to ensure that the support was delivered.

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11. Regulatory related decisions provided Supplier Company has reported to Customer
immediately upon becoming aware of any regulatory decision which may impact the
performance of the network.

12. Problems caused by 3rd party (other than the Supplier Company's Sub-Contractors and
Sub-Contractors managed on behalf of MTN) and other operators (including leased line
supplier) that impacts KPI performance subject to evidence provided by Supplier
Company and approved by Customer.

13. Problems caused by other equipments not listed as part of MSSA & Object’s of Service
e.g. back office support for billing subject to evidence provided by Supplier Company and
approved by the Customer,

14. Problems due to declared fuel crisis or shortage provided Customer has not taken any
mitigation measures based on due notification provided by Supplier Company.

15. Problems due to spare part shortage attributed solely to other 3 rd party vendors and
beyond the control of Supplier Company subject to due notification provided to
Customer.

16. Site access restrictions due to lack of permissions, site owner payment disputes, etc
subject to evidence provided by Supplier Company.

17. Problems due to undeclared power outage caused by national power grid which exceeds
battery backup hours (for sites without backup generators).

18. Security related incidents including vandalism which results in KPI and SLA degradation
subject to evidence provided by Supplier Company.

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