MTN GROUP LIMITED - Exercise of rights to acquire MTN Group shares in accordance with the Performance Share Plan

Exercise of rights to acquire MTN Group shares in accordance with the Performance Share Plan

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

EXERCISE OF RIGHTS TO ACQUIRE MTN GROUP SHARES IN ACCORDANCE WITH THE
PERFORMANCE SHARE PLAN 2010 (“PSP”)


In accordance with paragraph 3.63 of the JSE Limited Listings
Requirements ("Listings Requirements"), shareholders are advised that
the following executive directors and company secretary of MTN as well
as directors of major subsidiaries of MTN exercised their rights to
acquire shares granted in December 2011 in terms of the MTN’s
Performance Share Plan, the salient details of which are set out
below:

1.   Name of director             RS Dabengwa
     Name of the company          MTN
     Date of transaction          16 March 2015
     Number of shares exercised   21985

     Class of security            MTN ordinary shares of 0.01 cents
                                  each
     Price per share              R215.5000
     Total value of shares        R 4,737 767.50
     Vesting date                 31 December 2014
     Nature of transaction        Off market settlement of shares by
                                  the PSP to meet its obligations.

     Nature of interest           Direct beneficial
     Clearance                    Yes

2.   Name of director             BD Goschen
     Name of the company          MTN
     Date of transaction          16 March 2015
     Number of shares exercised   4393
     Class of security            MTN ordinary shares of 0.01 cents
                                  each
     Price per share              R215.5000
     Total value of transaction   R 946,691.50
     Vesting date                 31 December 2014
     Nature of transaction        Off market settlement of shares by
                                  the PSP to   meet its obligations.
     Nature of interest           Direct beneficial
     Clearance                    Yes


3.   Name of company secretary    SB Mtshali
     Name of the company          MTN
     Date of transaction          16 March 2015
     Number of shares exercised   3582
     Price per share:             R218.6199
     Class of security            MTN ordinary shares of 0.01 cents
                                  each
     Total value of shares        R 783,096.48
     Vesting date                 31 December 2014
     Nature of transaction        Sale of shares on-market after
                                  settlement by the PSP.

     Nature of interest           Direct beneficial
     Clearance                    Yes

4.   Name of director             PD Norman
     Name of the subsidiary       Mobile Telephone Networks (Pty) Ltd
     company
     Date of transaction:         16 March 2015
     Number of shares exercised   7112

     Class of security            MTN ordinary shares of 0.01 cents
                                  each
     Price per share              R215.5000
     Total value of shares        R 1, 532 636
     Vesting date                 31 December 2014
     Nature of transaction        Off market settlement of shares by
                                  the PSP to   meet its obligations.

     Nature of interest           Direct beneficial
     Clearance                    Yes

5.   Name of director             KW Pienaar
     Name of the subsidiary       Mobile Telephone Networks (Pty) Ltd
     company
     Date of transaction          16 March 2015
     Number of shares exercised   4767
     Class of security            MTN ordinary shares of 0.01 cents
                                  each
     Price per share              R218.6199
     Total value of shares        R 1,042,161.06
     Vesting date                 31 December 2014
     Nature of transaction        Sale of shares on-market after
                                  settlement by the PSP.

     Nature of interest           Direct beneficial
     Clearance                    Yes

6.   Name of director             A Farroukh
     Name of the subsidiary       Mobile Telephones Networks (Pty) Ltd
     company
     Date of transaction          16 March 2015
     Number of shares exercised   8451
     Class of security            MTN ordinary shares of 0.01 cents
                                  each
     Price per share              R218.6199
     Total value of shares        R 1,847,556.77
     Vesting date                 31 December 2014
     Nature of transaction        Sale of shares on-market after
                                  settlement by the PSP.

     Nature of Interest           Direct beneficial
     Clearance                    Yes


7.   Name of director             F Moolman
     Name of the subsidiary       MTN Nigeria Communications Limited
     company
     Date of transaction          16 March 2015
     Number of shares awarded     2994
     Class of security            MTN ordinary shares of 0.01 cents
                                  each
     Price per share              R218.6199
     Total value of shares        R 654, 547.98
     Vesting date                 31 December 2014
     Nature of transaction        Sale of shares on-market settlement
                                  by the PSP.

     Nature of interest           Direct beneficial
     Clearance                    Yes

8.   Name of director             JA Desai
     Name of the subsidiary       MTN Nigeria Communications Limited
     company
     Date of transaction          16 March 2015
     Number of shares exercised   8589
     Class of security            MTN ordinary shares of 0.01 cents
                                  each
     Price per share              R218.6199
     Total value of shares        R 1,877,726.32
     Vesting date                 31 December 2014
     Nature of transaction        Sale of shares on-market after
                                  settlement by the PSP.

     Nature of interest           Direct beneficial
     Clearance                    Yes
9.   Name of director             S Fakie
     Name of the subsidiary       Mobile Telephone Networks (Pty) Ltd
     company
     Date of transaction          16 March 2015
     Number of shares exercised   3666
     Class of security            MTN ordinary shares of 0.01 cents
                                  each
     Price per share              R218.6199
     Total value of shares        R 801,460.55
     Vesting date                 31 December 2014
     Nature of transaction        Sale of shares on-market after
                                  settlement by the PSP.

     Nature of interest           Direct beneficial
     Clearance                    Yes

Fairland

19 March 2015

Sponsor

Deutsche Securities (SA) Proprietary Limited

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