MTN GROUP LIMITED - Results of Annual General Meeting

Results of Annual General Meeting

MTN Group Limited
(Incorporated in the Republic of South Africa)
Registration Number 1994/009584/06
Share code: MTN
ISIN: ZAE000042164
("MTN" or the “Company”)


RESULTS OF ANNUAL GENERAL MEETING

Shareholders of MTN are advised that at the twenty first annual general meeting held on
Wednesday, 25 May 2016 at 14:30 (South African time) (“Annual General Meeting”), all the
ordinary and special resolutions, as set out in the notice of Annual General Meeting dated 25
April 2016, were passed by the requisite majority of votes of shareholders present in person or
represented by proxy.

The total number of shares present/represented, including proxies, at the meeting was
1 507 376 915 or 82.68% of MTN’s issued share capital as at Friday, 20 May 2016, being the
Voting Record Date.

The voting results were as follows:

                                                 TOTAL SHARES VOTED                   SHARES
                                                                                     ABSTAINED
                                       FOR       AGAINST
                                                              NUMBER           %*        %*
RESOLUTION                             (%)         (%)

Ordinary resolution number 1
1.1 Re-election of A T Mikati as
                                       81.47      18.52     1 489 789 552    80.73       0.95
     a director
1.2 Re-election of KP Kalyan as
                                       80.53      19.46     1 500 813 377    81.32       0.35
     a director
1.3 Re-election of AF van Biljon
                                       75.95      24.04     1 504 450 411    81.52       0.15
     as a director
1.4 Re-election of J van Rooyen
                                       80.11      19.88     1 500 208 634    81.29       0.38
     as a director
1.5 Election of S Kheradpir as a
                                       99.84       0.15     1 506 487 266    81.63       0.04
     director

Ordinary resolution number 2
2.1 Election of KC Ramon as a
     member and chairperson of         99.10       0.89     1 506 121 760    81.61       0.06
     the audit committee
2.2 Election of NP Mageza as a
     member of the audit               96.78       3.21     1 485 644 809    80.50       1.17
     committee
2.3 Election of AT Mikati as a
     member of the audit                                                                 0.77
                                       66.65      33.34     1 493 092 970    80.90
     committee
2.4   Election of J van Rooyen as
      a member of the audit           80.21   19.78     1 500 113 680    81.29     0.39
      committee

Ordinary resolution number 3
Re-appointment of
PricewaterhouseCoopers Inc. and       99.49   0.50      1 506 755 250    81.65     0.03
SizweNtsalubaGobodo Inc. as
joint independent auditors

Ordinary resolution number 4
General authority for directors to    86.11   13.88     1 506 729 908    81.64     0.03
allot and issue ordinary shares

Ordinary resolution number 5
General authority for directors to
                                      90.12   9.87      1 506 729 983    81.64     0.03
allot and issue ordinary shares for
cash

Advisory endorsement
Endorsement of the remuneration       67.81   32.18     1 448 810 291    78.51     3.17
philosophy (policy)


Special resolution number 1
Approval of a general authority for
MTN and/or any of its subsidiaries
                                      99.77   0.22      1 505 955 572    81.60     0.06
to repurchase or purchase, as the
case may be, shares in the
Company

Special resolution number 2
Approval to the Company to grant
financial assistance to its           99.51   0.48      1 504 861 468    81.54     0.13
subsidiaries and other related and
interrelated companies

Special resolution number 3
Approval to the Company to grant
financial assistance to directors
                                      93.98   6.01      1 503 407 133    81.46     0.21
and/or prescribed officers and
employee share scheme
beneficiaries

*Expressed as a percentage of 1 845 493 245 MTN ordinary shares in issue as at the Voting
Record Date.
RETIREMENT OF NON-EXECUTIVE DIRECTORS AT THE ANNUAL GENERAL MEETING

Shareholders are also advised that Messrs. MJN Njeke and JHN Strydom, who have served on
the board as independent non-executive directors for an aggregate period in excess of nine
years, retired as directors of the Company at the Annual General Meeting held on Wednesday
25 May 2016.

The Board thanks the directors for their valuable contribution over the years.

26 May 2016

Sponsor
Deutsche Securities (SA) Proprietary Limited

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