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 twentieth annual general meeting held on Wednesday, 27 May 2015 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 10 April 2015, 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 1 105 975 447 or 59.87 % of MTN’s issued share capital as at Friday, 22 May 2015, being the Voting Record Date. The voting results were as follows: SHARES TOTAL SHARES VOTED ABSTAINED FOR AGAINST NUMBER %* %* RESOLUTION (%) (%) Ordinary resolution number 1 1.1 Re-election of A Harper as a director 99.66 0.34 1 105 975 386 59.87 0.11 1.2 Re-election of NP Mageza 96.10 3.90 1 105 975 268 59.87 0.11 as a director 1.3 Re-election of MLD Marole 99.83 0.17 1 105 975 386 59.87 0.11 as a director 1.4 Re-election of JHN 65.25 34.75 1 105 975 268 59.82 0.30 Strydom as a director 1.5 Re-election of AF van 93.59 6.41 1 105 929 069 59.86 0.11 Biljon as a director 1.6 Re-election of KC Ramon 97.07 2.93 1 105 975 415 59.87 0.40 as a director Ordinary resolution number 2 2.1 Election of KC Ramon as a member of the audit 97.93 2.07 1 105 975 357 59.87 0.40 committee 2.2 Election of NP Mageza as a member of the audit 95.62 4.38 1 105 975 415 59.87 0.22 committee 2.3 Election of MJN Njeke as a member of the audit 96.52 3.48 1 105 975 386 59.87 0.11 committee 2.4 Election of J van Rooyen as a member of the audit 99.91 0.09 1 105 975 415 59.87 0.11 committee Ordinary resolution number 3 Re-appointment of PricewaterhouseCoopers Inc. 99.67 0.33 1 105 975 357 59.87 0.11 and SizweNtsalubaGobodo Inc. as joint independent auditors Ordinary resolution number 4 General authority for directors to 88.47 11.57 1 105 975 357 59.87 0.11 allot and issue ordinary shares Ordinary resolution number 5 General authority for directors to 86.22 13.78 1 105 974 613 59.87 0.46 allot and issue ordinary shares for cash Advisory endorsement Endorsement of the 94.27 5.73 1 105 975 415 59.87 0.48 remuneration philosophy (policy) Special resolution number 1 Approval of the remuneration 93.75 6.25 1 105 975 386 59.87 0.18 payable to non-executive directors Special resolution number 2 Approval of a general authority for MTN and/or any of its 99.79 0.21 1 105 975 386 59.87 0.14 subsidiaries to repurchase or purchase, as the case may be, shares in the Company Special resolution number 3 Approval to grant financial 75.55 24.45 1 105 975 409 59.87 0.54 assistance by the Company Special resolution number 4 Approval to amend the MTN 98.00 2.00 1 105 972 544 59.87 0.48 Performance Share Plan 2010 Rules *Expressed as a percentage of 1 847 410 539 MTN ordinary shares in issue as at the Voting Record Date. Fairland 29 May 2015 Sponsor Deutsche Securities (SA) Proprietary Limited Date: 29/05/2015 04:38:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.