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MTN GROUP LIMITED - Reviewed Condensed Consolidated Interim Financial Results for the Six Months ended 30 June 2015

Release Date: 05/08/2015 07:05
Code(s): MTN     PDF:  
Wrap Text
Reviewed Condensed Consolidated Interim Financial Results for the Six Months ended 30 June 2015

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

Reviewed condensed consolidated interim financial results 
for the six months ended 30 June 2015 

MTN is a leading emerging markets mobile operator, connecting over 230 million people in 
22 countries across Africa and the Middle East. We are committed to continuously improving our 
customers' experience and delivering a bold, new Digital World to them. 

Financial results snapshot  

-   Group subscribers increased 3,4% to 231,0 million 
-   Revenue decreased 4,9% (increased 0,7%*)to R69 210 million 
-   Data revenue increased 21,3% to R15 412 million 
-   Voice traffic and data traffic increased 11,2% and 87,0% respectively 
-   EBITDA decreased 10,1% (decreased 4,2%*) to R30 274 million 
-   EBITDA margin decreased 2,6 percentage points to 43,7% 
-   HEPS decreased 10,3%** to 654 cents** 
-   Interim dividend of 480 cents per share 
-   Capex increased 18,0% to R10 852 million 

Note: Certain financial information presented in these results constitutes pro forma financial information.  The pro forma financial 
information is the responsibility of the Group's board of directors and is presented for illustrative purposes only. Because of its nature, the 
pro forma financial information may not fairly present MTN's financial position, changes in equity, results of operations or cash flows. 

The financial information presented in these results has been prepared excluding the impact of hyperinflation, tower profits and related 
movements and constitutes pro forma financial information to the extent that it is not extracted from the segment disclosure included in 
the reviewed condensed consolidated financial results for the six months ended 30 June 2015. This pro forma financial information has 
been presented to eliminate the impact of hyperinflation and tower profits and related movements from the financial results in order to 
achieve a comparable analysis year on year. Hyperinflation adjustments and tower profits and related movements have been calculated in 
terms of the Group accounting policies disclosed in the previous consolidated annual financial statements for the year ended 31 December 
2014. The pro forma financial information including constant currency information incorparated in these condensed consolidated 
interim financial results have not been audited or reviewed by our external auditors. 

1.     Constant currency ("organic") information has been presented to illustrate the impact of changes in currency rates on the Group's 
       results. In determining the change in constant currency terms, the current financial reporting period's results have been adjusted to 
       the prior period's average exchange rates determined as the average of the monthly exchange rates which can be found on 
       www.mtn.com/investors. The measurement has been performed for each of the Group's currencies, materially being that of the US 
       dollar and Nigerian naira. The organic growth percentage has been calculated by utilising the constant currency results compared to 
       the prior period results. In addition, in respect of MTN Irancell, MTN Sudan and MTN Syria, the constant currency information has 
       been prepared excluding the impact of hyperinflation.

* Constant currency ("organic") information. 
** Reported - includes hyperinflation and/or tower profits and related movements

OVERVIEW          

MTN Group's results for the six months are reflective of a challenging operating environment and 
lower than expected performance in parts of the business. A difficult regulatory environment and 
weak macro-economic conditions continue to impact the Group's performance. Reported financial 
results were further impacted by unfavourable exchange rate movements. 

Notwithstanding the challenging environment, MTN remains well positioned in a rapidly evolving 
market, growing its subscriber base by 3,4% to 231,0 million. Despite a 62,5% decline in US dollar 
data tariffs year-on-year (YoY), the Group continued to benefit from increased demand for data 
services, increasing data revenue by 21,3%. This was attributable to an 87,0% YoY increase in data 
traffic as well as encouraging growth in digital and mobile financial services. 

Lower voice tariffs (average price per a minute (APPM) declined 25,3% in US dollar terms), drove a 
11,2% increase in billable minutes. The lower tariffs together with lower termination rates and 
pressure on consumer spending negatively impacted voice revenue growth resulting in a 4,9% 
decline in total revenue for the period.  

MTN South Africa's performance was hampered by handset supply chain challenges and industrial 
strike action during the period.  Despite this, the operation continued to show encouraging growth 
in service revenue, driven mainly by data revenue. MTN Nigeria experienced a difficult six months 
impacted largely by unfavourable macro-economic conditions and operational execution challenges 
resulting in declining revenue and higher costs.  MTN Irancell delivered a strong performance 
supported by data growth.  

The Group earnings before interest, tax, depreciation and amortisation (EBITDA) margin declined by 
2,6 percentage points (pp) to 43,7% mainly as a result of lower revenue and weaker local currencies 
impacting costs. The sale and lease back of towers, which were largely earnings neutral due to lower 
depreciation costs, were a drag on the EBITDA margin. However, good progress in transforming our 
operating model, maintaining cost growth below inflation and optimising resources, partly offset the 
decline in margin.  

Capital expenditure (capex) was R10 852 million, 18,0% higher than the previous period. 

MTN continued to focus on improving network quality, increasing capacity and expanding the 
footprint of our 3G, LTE and fibre networks.  During the period, the Group's operations rolled out 1 
335 2G, 5 048 largely co-located 3G and 2 475 LTE sites as well as 722km of long distance fibre.  

Cash inflows generated by operations decreased by 12,6%** to R26 289 million**.   

PROSPECTS 

As we move into the second half of the year there will be an increased focus on building staff 
engagement and improving customer service in the South African operation. The operation will also 
accelerate its capex plans to support medium term growth prospects, particularly in the data area. 
Corrective measures have been implemented to improve handset sales.  

We expect the balance of the year to remain challenging for MTN Nigeria. Notwithstanding tough 
operating conditions, there will be a strong focus on active subscriber management and providing 
more competitive voice and data offerings to high value customers. We expect the large and small 
opco clusters to maintain the growth trajectory of the past six months. 

We will continue to increase data revenue by encouraging uptake through increased smartphone 
penetration and new pricing strategies.  We will also continue to create a distinct customer 
experience through investing in our networks to support data growth and improving value and 
segmentation offers.  
 
The continued rollout of MTN Mobile Money and broader financial services remains a priority as well 
as developing our digital offering with our partner Rocket Internet AG through the investment in 
Africa Internet Holdings GmbH (AIH) and Middle East Internet Holdings S.A.R.L (MEIH). We will drive 
our strategy of becoming the ICT partner of choice and continue to transform our operating 
model through cost optimisation, operational efficiencies and commercialising our tower infrastructure.  

We will continue to create shareholder value through our progressive dividend policy of growing 
dividends between 5% and 15% a year. 
 
SANCTIONS 

MTN continues to work closely with all relevant authorities with regards to US and EU sanctions 
against Iran, Syria and Sudan. Our international legal advisors continue to assist the Group in 
remaining compliant with all applicable sanctions. 

APPOINTMENT OF NEW BOARD MEMBER  

During the period, the board appointed Dr Shaygan Kheradpir (54) as an Independent Non-Executive 
Director to the Group board of directors, effective on 8 July 2015. Shaygan is a business and 
technology executive based in the United States of America and holds a doctorate in electrical 
engineering from Cornell University College of Engineering.  Prior to this, he held various leadership 
roles including, Executive Vice President and Chief Information Officer at Verizon, Group Chief 
Operations & Technology Officer at Barclays Bank PLC in the United Kingdom and Chief Executive 
Officer of Juniper Networks.                                      

LEADING THE DELIVERY OF A "BOLD, NEW DIGITAL WORLD" 

We continue working towards our Group vision to lead the delivery of a "bold, new Digital World" to 
our customers. Over the past six months the Group focused on improving its business structure to 
facilitate non-voice revenue growth. Dedicated Group Consumer and Group Digital functions have 
been established to ensure MTN is well positioned to participate in a rapidly evolving industry, 
effectively meeting our customers' needs through digital, financial and enterprise services. 

Group Consumer  

The Group Consumer function has been established to focus on supporting MTN's traditional voice, 
data and SMS revenue while also enabling operations to effectively package these offerings to meet 
our consumer segment needs. Customer analytics are central to understanding and segmenting our 
offerings. Driving smartphone penetration, positioning MTN as a digital brand and creating synergies 
across the Group for agile rollout of services are also key priorities.   

Group Digital Services 

MTN is well positioned to tap into the digital space on the African continent and in the Middle East. 
The Group's Digital function aims to leverage our brand, customer base and distribution network to 
accelerate growth in e-commerce, financial services, media and entertainment and lifestyle services. 
Through our investments with Rocket Internet AG we continue to rollout a range of e-commerce and 
lifestyle offerings with 128 operations across 30 markets.  

During the period, we grew Mobile Money subscribers by 45,8% to 32,4 million. This performance 
was underpinned by expanding our distribution base and product range to include international 
remittances, savings, lending and insurance and retail payments.  

Enterprise Business Unit 

Our enterprise business unit (EBU) continued to work towards its vision of becoming the ICT partner 
of choice to corporate, SME, public sector and financial services customers. 

The key focus during the period was aligning the organisational structure and appointing industry 
leaders in key markets to support this vision. The EBU has established strategic partnerships with 
Amazon Web Services and Azuri Microsoft to enable the Group to effectively take products and 
services to the market. 

Transforming our operating model 

The continued transformation of our operating model remains a key focus and has supported the 
EBITDA margin for the period.  

Key initiatives include: 

-   The continued rollout of Project Next!, with the completion in Cameroon expected 
    September 2015 and Benin and Management companies to be completed by year end;  
-   Implementation of an integrated charging system under a managed services platform, 
    enabling access to skilled resources and end-to-end accountability; 
-   Leveraging global procurement and expediting time to market. 

FINANCIAL REVIEW  

REVENUE 
Group revenue declined by 4,9% to R69 210 million. Movements in the majority of the Group's 
operational currencies against the rand negatively impacted performance. The rand strengthened by 
8,7% against the Nigerian naira, 23,1% against the Ghanaian cedi, 10,6% against the Central African 
Franc, 5,8% against the Ugandan shilling, 36,9% against the Syrian pound and weakened 5,7% 
against the Sudanese pound.  
 
Constant currency revenue grew marginally by 0,7%*. Growth was impacted by a 1,1%* decline in 
MTN Nigeria's revenue due to a challenging operating environment and a 1,4% decline in MTN South 
Africa's revenue following lower handset sales during the period. 

The large opco cluster's revenue decreased by 6,3% on a reported basis while organic revenue grew 
6,1%* supported by healthy double digit growth in Ghana and Sudan. This was, however, offset by 
challenging financial performance in Cameroon as a result of growing competition. The small opco 
cluster grew revenue marginally by 0,8%* supported by healthy double digit growth in Congo-
Brazzaville, Zambia, Guinea Bissau and South Sudan. 
 
Outgoing voice revenue declined by 9,8% (4,0%*) and contributed 59,2% to total revenue. 
Performance was negatively affected by price competition in key markets resulting in lower voice 
tariffs. Across our operations APPM declined by 25,3% in US dollar terms. 
 
Group data revenue (excluding SMS) increased by 21,3% (28,3%*), supported by an increase in 
smartphone penetration and an expanded 3G and LTE network. Data usage increased 87,0% 
following the strong uptake in data services and reduced tariffs. Data's contribution to total revenue 
was 22,3%. Digital services and mobile financial services showed encouraging growth, increasing 
their contribution to data revenue. MTN South Africa and MTN Nigeria were the largest 
contributors, together accounting for 69,7% of MTN Group's total data revenue.  
 
Group interconnect revenue declined by 7,9% (1,9%*) following a reduction in termination rates in 
our Nigerian and South African operations in line with the glide paths.  
 
EBITDA 
EBITDA decreased by 10,1% (4,2%*) to R30 274 million. The Group EBITDA margin contracted by 2,6 
pp to 43,7%, mainly as a result of lower EBITDA margins in Nigeria, Cameroon, Ivory Coast and 
Uganda. This was partly offset by expansion in the EBITDA margin in MTN South Africa. While 
operations continued to focus on cost optimisation, exchange rate movements against the US dollar 
and high inflation had an unfavourable impact on margins.  
 
DEPRECIATION AND AMORTISATION 

Depreciation decreased by 4,3% ( increased 0,7%*) to R8 879 million as a result of the sale of towers 
in Nigeria as well as the depreciation of the naira against the rand. Amortisation costs increased by 
13,9% (20,8%*), driven by increased spending on software in South Africa and Cameroon as well the 
licence acquisition in Syria. 

NET FINANCE COSTS 

Net finance costs of R2 320 million increased sharply from the R1 668 million recorded in the prior 
comparable period. This was largely due to foreign currency losses in 2015 of R1 481 million, which 
were mainly the result of:  

-   Mauritius functional currency losses of R253 million as a result of US dollar denominated 
    borrowings and foreign denominated intercompany receivables; 
-   Nigeria forex losses of R769 million incurred on US dollar borrowings as a result of the 
    devaluation of the naira; 
-   Ghana forex losses of R81 million as a result of the depreciation of the cedi; 
    Zambia forex losses of R93 million due to the weakening of the kwacha during the period;  
-   Head office forex losses of R172 million relating to foreign denominated receivables from 
    tower companies; and 
-   South Africa forex loss of R77 million due to the weakening of the rand during the period 

TAXATION 

The Group's taxation charge decreased by 14,2% (10.5%*) to R6 223 million and the effective tax 
rate increased to 32,9% from 31,5%. The effective tax rate increase is largely a result of the end of 
the tax holiday in Sudan in 2014, reversal of the deferred tax asset in Cameroon due to changes in 
the corporate income tax rate and a lower Group profit before tax balance due to a decrease in 
equity income from joint ventures and associates. 

EARNINGS 

Basic headline earnings per share (HEPS) decreased by 10,3%** to 654 cents** and attributable 
earnings per share (EPS) decreased by 10,7%** to 653 cents**.  

CASHFLOW 

Cash inflows generated by operations decreased by 12,6%** to R26 289 million**. Cash generated 
by operating activities decreased 77,0%** to R1 432 million** mainly as a result of a 19,6%** 
increase in dividends paid of R2 413 million** and lower EBITDA. 

CAPITAL EXPENDITURE 

Capex increased by 18,0% (21,0%*) to R10 852 million, of which R283 million related to foreign 
currency movements. 

FINANCIAL POSITION 

The Group reported net debt of R17 161 million** at the end of June 2015 compared to net debt of 
R4 543 million** at 31 December 2014. This increase was due to the Group dividend payment of 
R14 697 million** during the period, payment to minorities relating to the Nigeria tower sale of 
R1 453 million and the additional investment in IHS Holdings Limited. This excludes R4 963 million 
(49%) of net cash in MTN Irancell, which is accounted for on an equity basis. 

BUSINESS COMBINATIONS/ACQUISITION OF JOINT VENTURES 

Africa Internet Holding Gmbh (AIH) 
Subsequent to the period end the Group exercised its rights to increase its investment in Africa 
Internet Holding GmbH (AIH) to 41%. The Group continues to retain joint control over AIH.  

OPERATIONAL REVIEW 

SOUTH AFRICA 

-   Reported revenue declined 1,4% 
-   Data revenue increased 26,6% 
-   Revenue excluding handset and other revenue increased by 4,6% 
-   EBITDA margin expanded 2,3 pp to 35,6% 

MTN South Africa delivered an improved performance despite disruptions caused by industrial strike 
action, which took place between 20 May 2015 and 16 July 2015.  The operation increased its 
subscriber base by 1,8% to 28,5 million supported by attractive promotions and below-the-line 
campaigns in the pre-paid segment. As a result, the prepaid subscriber base increased 2,7% to 23,2 
million for the period.  The post-paid segment declined its subscriber base 1,7% to 5,3 million largely 
impacted by handset supply chain challenges.   

Total revenue declined by 1,4% to R18 882 million. This was mainly due to a 27,5% reduction in 
handset revenue although management expects this to improve in the second half supported by the 
changes in the logistics process. Outgoing voice revenue decreased marginally by 0,4% while data 
revenue delivered a meaningful improvement, growing by 26,6% for the period and now contributes 
30,1% to total revenue. The number of smartphones on MTN's network increased by 9,1% to 5,8 
million, and the number of data users increased by 18,1% to 17,3 million. Growth in smartphones 
and data users was constrained by low handset availability.  
 
MTN South Africa EBU and digital services showed positive momentum with the launch of "Internet 
of Things" in the EBU space and more than 9 000 users taking up music+ in the digital area. 
 
The EBITDA margin expanded by 2,3 pp. The operation benefited from lower handset and 
commission costs, reduced roaming costs as well as a reduction in staff costs following 
retrenchments made in 2014.  
 
Capex for the period was R4 678 million, 133,9% higher than the comparable period. During the six 
months, we added 267 new 2G sites and 1 939 largely co-located 3G sites and 1 891 LTE sites. The 
key focus during the first half was the expansion of 3G and LTE coverage and improved network 
quality in key cities. Rollout is expected to ramp up in the second half of the year.  
 
We continue to have discussions with the authorities regarding the planned auction of 2.6 GHz and 
3.5 GHz spectrum frequency and allocations. 

NIGERIA 

-   Subscribers increased 4,9% to 62,8 million 
-   Revenue declined 1,1%* 
-   Data revenue increased 21,3%* 
-   Interconnect revenue increased by 10,6%* 
-   EBITDA margin decreased to 57,3% 

MTN Nigeria's results were constrained by the weak macro-economic environment, aggressive 
competition and operational execution challenges. Despite this, the operation grew its subscriber 
base by 4,9%, increasing total subscribers to 62,8 million and maintained market share for the 
period. Subscriber growth was underpinned by improved segmented offerings, churn management 
and attractive promotions. 

Total revenue declined 9,0% or 1,1%* in constant-currency terms. This was mainly impacted by a fall 
in outgoing voice revenue as a result of lower competitor voice tariffs, increased pressure on 
consumer spending and the use of multiple SIM cards, which is estimated to be almost 50% of the 
subscriber base. The decline in the effective tariff translated into lower than expected minutes of 
use for the period. Data revenue continued to show healthy growth, increasing 21,3%* despite a 
decline in data tariffs and contributed 20,5% to total revenue. This was mainly attributable to the 
growth in 3G device penetration, which increased 84,6% to 14,9 million and a 19,2% increase in data 
users for the period. Digital revenue showed positive growth supported by the continued success of 
the MTN music+ and other lifestyle services.   
 
MTN Nigeria's Mobile Money offering, Diamond Yellow, continued to gain traction with 3 500 
merchants now in place and approximately 4,3 million accounts registered at the end of June 2015.  
 
The MTN Nigeria EBU continued to rollout offerings targeted at the SME segment.  At the end of the 
period the operation had more than 600 000 SMEs added to its MTN yellow directory. 
 
The EBITDA margin declined by 2,8 pp to 57,3%. This was largely due to higher lease costs from the 
sale of towers, the impact of a weaker naira on US dollar expenditure, an increase in dealer 
commissions, digital services revenue share, higher interconnect costs and an increase in marketing 
spend.  Despite this, effective cost management enabled operational costs to be maintained below 
inflation. The transfer of the final tranche of 4 696 towers was completed on 1 July 2015.  

MTN Nigeria continued to expand 3G coverage and increase capacity of its 3G network. During the 
period 286 new 2G sites and 744 co-located 3G sites were added. Capex declined by 63,2% in the 
period to R1 172 million due to utilising existing inventory. MTN Nigeria continues to maintain sufficient 
quality and headroom on its 2G radio network and the broader operation remains flexible to rollout 
as required. 

IRANCELL (Joint venture, equity accounted) 

-   Subscribers increased 0,5% to 44,1 million 
-   Revenue increased 13,9%* 
-   Data revenue increased 84,7%* 
-   EBITDA margin decreased to 40,1% 
     
MTN Irancell delivered sound performance in a highly penetrated market. The operation grew its 
subscriber base 0,5% to 44,1 million subscribers.  The slower growth in net additions was largely due 
to a delay in obtaining a new number range and regulatory requirements on registration.  

Total revenue increased by 13,9%* compared to the prior year, supported by attractive promotions 
and the adoption of 3G services. Data revenue increased by 84,7%* and now contributes 26,7% of 
total revenue. This was mainly driven by an increase in the adoption of 3G enabled devices, which 
grew 59,4% to 21,4 million. Data users increased 22,3% to 15,5 million for the period. 

MTN Irancell's EBITDA margin declined by 4,3 pp to 40,1%, mainly as a result of costs associated with 
the rollout of 3G and LTE as well as an increase in 2G regulatory fees.  

MTN Irancell invested R3 783 million (100%) of capex during the period. It rolled out 117 LTE sites 
and 1 401 3G sites to support 3G adoption. The operation continued to focus on network 
modernisation and fibre rollout. 

LARGE OPCO CLUSTER 

-   Subscribers increased 4,7% to 59,4 million 
-   Revenue increased 6,1%* 
-   Data revenue increased 44,1%* 
-   EBITDA margin contracted 1.0 pp to 35,3% 

MTN Ghana increased its subscriber base by 7,5% to 14,9 million in a weak macro-economic 
environment and against tough competition. The growth in net additions was attributable to an 
expanded distribution network and a strong churn management programme focusing on below the 
line offers. 

 
Total revenue increased by 13,4%*, supported by a 75,9%* growth in data revenue. Data 
contributed 27,2% to total revenue, underpinned by an expansion in the 3G network as well as a 
focus on network quality. A significant uptake of mobile financial services and digital services also 
contributed to data growth. MTN Mobile Money delivered a strong performance with 4,6 million 
registered customers.  This was attributable to an expansion in the agent network and 
improvements in customer awareness. 

MTN Ghana continued to focus on cost optimisation as the weakening of the cedi against the US 
dollar resulted in significant pressure on US dollar-denominated expenses. Despite this, 
MTN Ghana's EBITDA margin grew 1,0 pp* to 39,7%, also supported by the expiration of the 
management fee agreement on 31 March 2014.  

During the period, MTN Ghana invested R355 million in the network, adding 18 2G sites and 
136 3G sites. The low spend was largely due to transition challenges associated with the 
implementation of managed services. Capex is expected to accelerate during the second half of the 
year. 

MTN Cameroon's performance was below expectations mainly due to aggressive competition 
resulting in lower effective tariffs. The operation was also impacted by the third operator's 
exclusivity on 3G, which ended on 31 March 2015. Despite this MTN Cameroon increased its 
subscriber base by 7,3% to 10,4 million and maintained its market share. 

Total revenue declined by 0,4%*, largely impacted by a 7,7%* decrease in outgoing voice revenue. 
This was due to a 15,7% fall in the effective tariff, which resulted in a marginal increase in billable 
minutes of 7,4%.  Data revenue increased by 45,7%*, contributing 11,5% to total revenue following 
the finalisation of its 3G licence on 11 March 2015. Attractive 3G promotions and encouraging 
growth in digital services and MTN Mobile Money contributed to data growth. At the end of June, 
the operation had 1,7 million registered MTN Mobile Money customers. 

MTN Cameroon's EBITDA margin decreased 4,6 pp to 37,8% as a result of an increase in rent and 
utilities and transmission costs associated with significant 3G rollout and lower revenue.  

Capex increased by 153% to R943 million largely due to an extensive 3G network rollout. During the 
period the operation rolled out 95 2G and 282 largely co-located 3G sites.  

MTN Ivory Coast delivered a satisfactory performance for the period increasing its subscribers by 
5,9% to 8,5 million. This was attributable to successful retention promotions and penetration in 
lower segments of the market. 

Total revenue increased by 5,5%* supported by outgoing voice revenue and strong growth in data 
revenue. Data revenue increased by 58,7%* and now contributes 14,5% of total revenue. 3G 
network expansion and an increased uptake of digital and MTN Mobile Money offerings were key 
contributors to data growth. MTN Mobile Money showed healthy growth, ending the period with 2,8 
million customers, underpinned by remittances between Ivory Coast and Burkina Faso. 
 
The operation's EBITDA margin declined by 1,0 pp to 36,5%. This was a result of high transmission 
costs associated with 3G rollout and international transmission costs. MTN Ivory Coast spent 
R422 million on its capex programme and rolled out 75 2G sites and 211 co-located 3G sites during 
the period. 
 
MTN Uganda increased its subscriber base by 7,2% to 11,1 million driven by attractive bundled 
propositions, improved 3G coverage and increased take up of MTN Mobile Money. The operation 
increased market share to 57,6% despite operating in a highly competitive market.  

Total revenue increased by 2,6%* supported by outgoing voice revenue which was underpinned by a 
12,5% increase in billable minutes. Data revenue grew only  8,5%* mainly as a result of low 3G 
handset penetration and cancelled contracts with third party content providers. Total revenue was 
further impacted by a 12,8%* decline in incoming voice revenue following the implementation of 
the One Area Network in Eastern Africa resulting in reduced international and national roaming 
revenue. MTN Mobile Money recorded a 12,8% increase in registered subscribers to 8,2 million.  

MTN Uganda's EBITDA margin decreased by 0,9 pp to 36,0% impacted by higher commission costs 
and US dollar denominated expenses.  

Capex in the year amounted to R556 million, with 110 new 2G sites and 57 co-located 3G sites rolled 
out, improving quality and capacity on the network. 

MTN Syria recorded a 1,6% decline in its subscriber base to 5,8 million, operating under extremely 
challenging conditions. Despite this, the operation marginally increased total revenue supported by 
strong growth in data revenue. Data revenue increased 23,9%*  and now contributes 27,2% of total 
revenue. MTN Syria's EBITDA margin declined by 2,6 pp to 16,2%. High inflation and costs related to 
maintaining the network were key contributing factors. 

MTN Sudan showed encouraging progress despite a 2,2% decline in subscribers to 8,8 million 
impacted by subscriber registration requirements. Total revenue increased by 17,2%* supported by 
a 76,1%* increase in data revenue, contributing 18,0% to total revenue. The EBITDA margin declined 
slightly to 33,5 % despite high inflation. Capex in the year amounted to R337 million. 

SMALL OPCO CLUSTER 

-   Subscribers increased 3,9% to 33,5 million 
-   Revenue increased 0,8%* 
-   Data revenue increased 29,2%* 
-   EBITDA margin decreased 2,8 pp to 34,9% 
     
The small opco cluster increased subscribers by 3,9% in a tough operating environment and weak 
macro-economic conditions. Revenue was supported by solid growth in Zambia, Benin, Guinea 
Bissau, Congo-Brazzaville and South Sudan, with Liberia continuing to show improvement from the 
second half of 2014. Yemen continues to operate under challenging conditions with the majority of 
the management team now based in Jordan, and Guinea Conakry's results were impacted by the 
Ebola crisis.   Data revenue increased 29,2%*, constrained largely by slow 3G device penetration. The 
EBITDA margin declined by 2,8 pp to 34,9%. This was largely due to high inflation impacting costs. 
Capex for the year amounted to R1 761 million with 288 2G and 210 co-located 3G sites added in the 
period. 

ANNEXURE 

Pro forma financial information for the period ended 30 June: 

                                                                       Actual H1-15                                         Actual H1-14              
                                                    (1)      (2)               excl                      (1)      (2)               excl              
                                     Actual      Hyper-    Tower     hyperinflation   Actual H1-      Hyper-    Tower     hyperinflation   Adjusted   
ZAR (million)                         H1-15   inflation   profit   and tower profit           14   inflation   profit   and tower profit   change %   
Revenue                              69 304          94        -             69 210       72 759           -        -             72 759        (5)   
Other income                            411           -      352                 59          303           -       99                204       (71)   
EBITDA                               30 675          49      352             30 274       33 762                   99             33 663       (10)   
Depreciation, amortisation and                                                                                                                        
impairment of goodwill               10 750          35        -             10 715       10 886           -        -             10 886          2   
Profit from operations               19 925          14      352             19 559       22 876                   99             22 777       (14)   
Net finance cost                      2 319         (1)        -              2 320        1 668           -        -              1 668       (39)   
Share of results of joint ventures                                                                                                                    
and associates after tax              2 027         362        -              1 665        1 691       (197)        -              1 888       (12)   
Monetary gain/(loss)                    496         496        -                  -            -           -        -                  -         NM   
Profit before tax                    20 129         873      352             18 904       22 899       (197)       99             22 997       (18)   
Income tax expense                    6 249          26        -              6 223        7 261           -        8              7 253         14   
Profit after tax                     13 880         847      352             12 681       15 638       (197)       91             15 744       (19)   
Non-controlling interests             1 980         105       75              1 800        2 248           -        1              2 247         20   
Attributable profit                  11 900         742      277             10 881       13 390       (197)       90             13 497       (19)   
EBITDA margin                         44.3%                                   43.7%        46.4%                                   46.3%    (2.6)pp   
Effective tax rate                    31.0%                                   32.9%        31.7%                                   31.5%      1.4pp   

1) Represents the exclusion of the hyperinflation impact of certain of the Group's subsidiaries 
   (MTN Sudan and MTN Syria) and the Group's joint venture in Iran, being accounted for on a 
   hyperinflationary basis in accordance with IFRS on the respective financial statement line items 
   affected.                                                                           

2) Represents the exclusion of the financial impact relating to the sale of tower assets and related 
   movements during the financial period on the respective financial line items impacted, which 
   include: The re-measurement of the contingent consideration receivable relating to the Nigeria 
   tower transaction tranche 1 of R339 million and the Ghana release of deferred profit of R13 million 
   (H114: Zambia R60 million, Rwanda R5 million, Ghana R19 million and Ghana release of deferred 
   profit R15 million).                                                         

   As the Group will continue in its strategy to monetise its passive infrastructure, similar tower sale 
   transactions may continue going forward.  In addition, the impact of hyperinflation on the Group's 
   results will continue for as long as Syria, Sudan and Iran are considered to be hyperinflationary 
   economies. 

Subscriber net additions guidance for 2015.    

                      Mar 15 ('000)   Jun 15 ('000)   
South Africa                  2 400           1 800   
Nigeria                       4 750           5 000   
Iran                          1 750           1 600   
Large opco cluster            5 100           4 850   
Ghana                         1 100           1 500   
Cameroon                      1 500           1 150   
Ivory Coast                     800             800   
Sudan                           500               -   
Syria                             -               -   
Uganda                        1 200           1 400   
Small opco cluster            3 380           3 380   
Other JV's                      120             120   
Total                        17 500          16 750   

REVIEWED CONDENSED CONSOLIDATED INTERIM FINANCIAL
STATEMENTS IN ACCORDANCE WITH INTERNATIONAL FINANCIAL
REPORTING STANDARD (IAS) 34 INTERIM FINANCIAL REPORTING

The Group's reviewed condensed consolidated interim financial statements for the six months ended
30 June 2015 have been independently reviewed by the Group's external auditors. The preparation
of the Group's reviewed condensed consolidated interim financial statements was supervised by the
Group chief financial officer, BD Goschen, BCom, BCompt (Hons), CA(SA).
The results were made available on 5 August 2015.         

Condensed consolidated
income statement
for the
  
                                                         Six months   Six months     Financial   
                                                              ended        ended    year ended   
                                                            30 June      30 June   31 December   
                                                               2015         2014          2014   
                                                           Reviewed     Reviewed       Audited   
                                                  Note           Rm           Rm            Rm   
Revenue                                                      69 304       72 759       146 930   
Other income                                                    411          303         7 928   
Direct network operating costs                             (10 861)     (10 692)      (21 604)   
Costs of handsets and other accessories                     (5 540)      (5 667)      (11 957)   
Interconnect and roaming                                    (6 330)      (6 734)      (13 653)   
Staff costs                                                 (4 155)      (4 289)       (8 838)   
Selling, distribution and marketing expenses                (7 348)      (7 179)      (15 531)   
Other operating expenses                                    (4 806)      (4 739)      (10 084)   
EBITDA                                                       30 675       33 762        73 191   
Depreciation of property, plant and equipment               (8 905)      (9 274)      (18 262)   
Amortisation of intangible assets                           (1 845)      (1 612)       (3 251)   
Impairment of goodwill                                            –            –       (2 033)   
Operating profit                                             19 925       22 876        49 645   
Net finance costs                                           (2 319)      (1 668)       (3 668)   
Net monetary gain                                               496            –           878   
Share of results of joint ventures and                                                           
associates after tax                                 8        2 027        1 691         4 208   
Profit before tax                                            20 129       22 899        51 063   
Income tax expense                                          (6 249)      (7 261)      (13 361)   
Profit after tax                                             13 880       15 638        37 702   
Attributable to:                                                                                 
Equity holders of the Company                                11 900       13 390        32 079   
Non-controlling interests                                     1 980        2 248         5 623   
                                                             13 880       15 638        37 702   
Basic earnings per share (cents)                     7          653          731         1 752   
Diluted earnings per share (cents)                   7          650          727         1 742   

Condensed consolidated statement
of comprehensive income
for the

                                                         Six months   Six months     Financial   
                                                              ended        ended    year ended   
                                                            30 June      30 June   31 December   
                                                               2015         2014          2014   
                                                           Reviewed     Reviewed       Audited   
                                                                 Rm           Rm            Rm   
Profit after tax                                             13 880       15 638        37 702   
Other comprehensive (loss)/income after tax:                                                     
Exchange differences on translating foreign operations                                           
including the effect of hyperinflation°                     (3 273)      (1 955)         2 968   
– Equity holders of the Company                             (3 181)      (1 882)         2 960   
– Non-controlling interests                                    (92)         (73)             8   
Total comprehensive income                                   10 607       13 683        40 670   
Attributable to:                                                                                 
Equity holders of the Company                                 8 719       11 508        35 039   
Non-controlling interests                                     1 888        2 175         5 631   
                                                             10 607       13 683        40 670   

° This component of other comprehensive (loss)/income does not attract any tax and may subsequently be reclassified to profit or loss.

Condensed consolidated statement
of financial position
as at
     
                                                            30 June      30 June   31 December   
                                                               2015         2014          2014   
                                                           Reviewed     Reviewed       Audited   
                                                    Note         Rm           Rm            Rm   
Non-current assets                                          161 219      147 166       163 218   
Property, plant and equipment                                85 501       88 689        87 546   
Intangible assets and goodwill                               37 484       33 785        36 618   
Investments in joint ventures and associates                 24 978       15 859        25 514   
Deferred tax and other non-current assets                    13 256        8 833        13 540   
Current assets                                               85 269       75 493        90 467   
Non-current assets held for sale                      15      3 959          137         3 848   
                                                             81 310       75 356        86 619   
Other current assets#                                        49 295       37 028        42 628   
Restricted cash                                               1 001          745           893   
Cash and cash equivalents                                    31 014       37 583        43 098   
Total assets                                                246 488      222 659       253 685   
Total equity                                                127 420      120 445       133 442   
Attributable to equity holders of the Company               122 702      115 509       128 517   
Non-controlling interests                                     4 718        4 936         4 925   
Non-current liabilities                                      51 495       51 947        52 613   
Interest-bearing liabilities                          12     39 511       38 803        39 470   
Deferred tax and other non-current liabilities               11 984       13 144        13 143   
Current liabilities                                          67 573       50 267        67 630   
Interest-bearing liabilities                          12     16 548        8 973        13 809   
Other current liabilities                                    51 025       41 294        53 821   
Total equity and liabilities                                246 488      222 659       253 685   

#The increase in other current assets was mainly due to the increase in treasury bills, prepayments and the dividend receivable from Iran.

Condensed consolidated statement
of changes in equity
for the

                                                         Six months   Six months     Financial   
                                                              ended        ended    year ended   
                                                            30 June      30 June   31 December   
                                                               2015         2014          2014   
                                                           Reviewed     Reviewed       Audited   
                                                                 Rm           Rm            Rm   
Opening balance at 1 January                                128 517      116 479       116 479   
Shares issued during the period                                   ^            ^             3   
Shares cancelled during the period                              (^)          (^)           (^)   
Share buy-back                                                  (^)            –       (2 422)   
Share-based payment transactions                                140           47           110   
Settlement of vested equity rights                                –            –         (209)   
Total comprehensive income                                    8 719       11 508        35 039   
Profit after tax                                             11 900       13 390        32 079   
Other comprehensive (loss)/income after tax                 (3 181)      (1 882)         2 960   
Dividends declared                                         (14 697)     (12 302)      (20 527)   
Other movements                                                  23        (223)            44   
Attributable to equity holders of the Company               122 702      115 509       128 517   
Non-controlling interests                                     4 718        4 936         4 925   
Closing balance                                             127 420      120 445       133 442   
Dividends declared during the period                                                             
(cents per share)                                               800          665         1 110   
Dividends declared after the period end                                                          
(cents per share)                                               480          445           800   
^Amount less than R1 million.                                                               

Condensed consolidated statement
of cash flows
for the

                                                         Six months   Six months     Financial   
                                                              ended        ended    year ended   
                                                            30 June      30 June   31 December   
                                                               2015         2014          2014   
                                                           Reviewed     Reviewed       Audited   
                                                                 Rm           Rm            Rm   
Net cash generated from operating activities                  1 432        6 234        27 132   
Cash generated by operations                                 26 289       30 078        64 628   
Dividends paid to equity holders of the Company            (14 697)     (12 284)      (20 527)   
Dividends paid to non-controlling interests                 (3 042)      (2 644)       (4 289)   
Dividends received from associates and joint ventures           285          349           508   
Other operating activities                                  (7 403)      (9 265)      (13 188)   
Net cash used in investing activities                      (14 471)      (8 607)      (25 991)   
Acquisition of property, plant and equipment and                                                 
intangible assets                                          (11 830)     (10 172)      (22 844)   
Movement in investments and other investing activities      (2 641)        1 565       (3 147)   
Net cash from financing activities                            1 558        1 439         2 639   
Net (decrease)/increase in cash and cash                                                         
equivalents                                                (11 481)        (934)         3 780   
Cash and cash equivalents at beginning of period             43 072       39 577        39 577   
Exchange losses on cash and cash equivalents                  (787)      (1 071)         (182)   
Net monetary gain/(loss) on cash and cash equivalents           134            –         (103)   
Net cash and cash equivalents at end of period               30 938       37 572        43 072   

Notes to the condensed consolidated
interim financial statements
for the six months ended 30 June 2015

1.   INDEPENDENT REVIEW
     The directors of the Company take full responsibility for the preparation of the condensed consolidated
     interim financial statements.

     The condensed consolidated interim financial statements have been reviewed by our joint independent
     auditors, PricewaterhouseCoopers Inc. and SizweNtsalubaGobodo Inc., who have expressed an
     unmodified conclusion. The joint external auditors have performed their review in accordance with
     International Standard on Review Engagements (ISRE) 2410. A copy of their report is available for 
     inspection at the registered office of the Company. Constant currency and other pro-forma
     disclosure have not been reviewed by our joint external auditors.

2.   GENERAL INFORMATION
     MTN Group Limited (the Company) carries on the business of investing in the telecommunications
     industry through its subsidiary companies, joint ventures and associates.

3.   BASIS OF PRESENTATION
     These condensed consolidated interim financial statements for the six months ended 30 June 2015 have
     been prepared in accordance with International Financial Reporting Standard (IAS) 34 Interim financial
     reporting, the SAICA Financial Reporting Guides as issued by the Accounting Practices Committee,
     Financial Pronouncements as issued by the Financial Reporting Standards Council (FRSC), the JSE Listings
     Requirements and the requirements of the South African Companies Act, No 71 of 2008. The condensed
     consolidated interim financial statements should be read in conjunction with the annual financial statements
     for the year ended 31 December 2014, which have been prepared in accordance with International Financial
     Reporting Standards (IFRS).

4.   PRINCIPAL ACCOUNTING POLICIES
     The Group has adopted all the new, revised or amended accounting pronouncements as issued by the
     International Accounting Standards Board (IASB) which were effective for the Group from 1 January 2015,
     none of which had a material impact on the Group.

     The accounting policies applied in the preparation of the condensed consolidated interim financial
     statements are in terms of IFRS and are consistent with those accounting policies applied in the
     preparation of the previous consolidated annual financial statements.

5.   FINANCIAL INSTRUMENTS
     The Group has not disclosed the fair values of all financial instruments measured at amortised cost, as their
     carrying amounts closely approximate their fair values. Other than investments, there were no financial
     instruments measured at fair value that were individually material at the end of the current reporting period.

     Investments

     Fair value measurement

     The Group holds an equity investment in IHS Holdings Limited (IHS) at fair value of R7 259 million at
     30 June 2015 (December 2014: R5 912 million). The investment is classified as available-for-sale and
     categorised within level 2 in the fair value hierarchy. The fair value is based on observable market inputs
     and the increase is mainly due to the additional investment in IHS.

6.   SEGMENT ANALYSIS
     The Group has identified reportable segments that are used by the Group executive committee (chief
     operating decision-maker (CODM)) to make key operating decisions, allocate resources and assess
     performance. The reportable segments are geographically differentiated regions and grouped by their
     relative size.

     Operating results are reported and reviewed regularly by the CODM and include items directly attributable
     to a segment as well as those that are attributed on a reasonable basis, whether from external transactions
     or from transactions with other Group segments. EBITDA is used as the measure of reporting profit or loss
     for each segment.

     During 2014, and as reported in the December 2014 annual financial statements, the CODM resolved
     to review segment results on a basis excluding profits realised in respect of the sale of towers and
     other related movements during the respective financial year. In addition, Irancell Telecommunication
     Company Services (PJSC), which previously formed part of the large opco cluster in terms of the segmental
     presentation of financial results, is now presented to the CODM on a standalone basis. The June 2014
     comparatives were adjusted accordingly.
     
                                                         Six months   Six months     Financial   
                                                              ended        ended    year ended   
                                                            30 June      30 June   31 December   
                                                               2015         2014          2014   
                                                           Reviewed     Reviewed       Audited   
                                                                 Rm           Rm            Rm   
     Revenue                                                                                     
     South Africa                                            18 882       19 157        38 922   
     Nigeria                                                 24 649       27 099        53 995   
     Large opco cluster                                      14 798       15 794        31 200   
     Ghana                                                    3 496        3 792         7 149   
     Cameroon                                                 2 742        3 048         6 194   
     Ivory Coast                                              3 081        3 232         6 418   
     Uganda                                                   2 540        2 624         5 289   
     Syria^^                                                  1 329        1 802         3 449   
     Sudan^^                                                  1 610        1 296         2 701   
     Small opco cluster                                      10 992       10 910        22 385   
     Major joint venture – Iran°°                             6 435        5 660        11 631   
     Head office companies and eliminations                   (111)        (201)         (348)   
     Hyperinflation impact                                       94            –           776   
     Iran revenue exclusion°°                               (6 435)      (5 660)      (11 631)   
                                                             69 304       72 759       146 930   

     ^^ Excludes the increase in revenue resulting from hyperinflation accounting of: Syria R28 million (June 2014: Nil, December 2014:
        R434 million), Sudan R66 million (June 2014: Nil, December 2014: R342 million).
     °° Irancell Telecommunication Company Services (PJSC) proportionate revenue is included in the segment analysis as reviewed
        by the CODM and excluded from IFRS reported revenue due to equity accounting for joint ventures and excludes the increase
        in revenue resulting from hyperinflation accounting of R271 million (June 2014: R215 million, December 2014: R1 655 million).
     
                                                         Six months   Six months     Financial   
                                                              ended        ended    year ended   
                                                            30 June      30 June   31 December   
                                                               2015         2014          2014   
                                                           Reviewed     Reviewed       Audited   
                                                                 Rm           Rm            Rm   
     EBITDA                                                                                      
     South Africa                                             6 724        6 382        12 509   
     Nigeria                                                 14 132       16 280        31 620   
     Large opco cluster                                       5 218        5 711        11 439   
     Ghana                                                    1 387        1 467         2 674   
     Cameroon                                                 1 036        1 291         2 651   
     Ivory Coast                                              1 126        1 213         2 475   
     Uganda                                                     915          967         2 074   
     Syria>>                                                    215          338           651   
     Sudan>>                                                    539          435           914   
     Small opco cluster                                       3 835        4 108         8 083   
     Major joint venture – Iran~                              2 582        2 514         4 982   
     Head office companies and eliminations                     365        1 182         1 869   
     Hyperinflation impact                                       49            –           241   
     Tower sale profits and other related                                                        
     movements                                                  352           99         7 430   
     Iran EBITDA exclusion~                                 (2 582)      (2 514)       (4 982)   
     EBITDA                                                  30 675       33 762        73 191   
     Depreciation, amortisation and impairment of                                                
     goodwill                                              (10 750)     (10 886)      (23 546)   
     Net finance cost                                       (2 319)      (1 668)       (3 668)   
     Net monetary gain                                          496            –           878   
     Share of results of joint ventures and associates                                           
     after tax                                                2 027        1 691         4 208   
     Profit before tax                                       20 129       22 899        51 063   

     >> Excludes the increase in EBITDA resulting from hyperinflation accounting of: Syria R25 million (June 2014: Nil, December 2014:
        R111 million), Sudan R24 million (June 2014: Nil, December 2014: R130 million).
     ~  Irancell Telecommunication Company Services (PJSC) proportionate EBITDA is included in the segment analysis as reviewed
        by the CODM and excluded from IFRS reported EBITDA due to equity accounting for joint ventures and excludes the increase
        in EBITDA resulting from hyperinflation accounting of R141 million (June 2014: R84 million, December 2014: R776 million).

                                                         Six months      Six months       Financial   
                                                              ended           ended      year ended   
                                                            30 June         30 June     31 December   
                                                               2015            2014            2014   
                                                           Reviewed        Reviewed         Audited   
7.   EARNINGS PER ORDINARY SHARE                                                                      
     Number of ordinary shares in issue                                                               
     At end of the period (excluding                                                                  
     MTN Zakhele and treasury shares##)               1 822 473 178   1 832 860 765   1 822 213 500   
     Weighted average number of shares                                                                
     Shares for earnings per share                    1 821 338 035   1 832 859 145   1 831 196 131   
     Add: dilutive shares                                                                             
     – MTN Zakhele shares issued                          7 685 193       7 050 704       7 192 687   
     – Share schemes                                      1 333 429       2 548 461       2 865 069   
     Shares for dilutive earnings per share           1 830 356 657   1 842 458 310   1 841 253 887   

     ## Treasury shares of 10 444 797 (June 2014: 1 592 211 and December 2014: 11 649 825) are held by MTN Holdings Proprietary
        Limited and are therefore excluded from this reconciliation.

                                                           Six months   Six months     Financial
                                                                ended        ended    year ended
                                                              30 June      30 June   31 December
                                                                 2015         2014          2014
                                                             Reviewed     Reviewed       Audited
                                                                   Rm           Rm            Rm  
     Reconciliation between profit attributable to the                                             
     equity holders of the Company and headline earnings                                           
     Profit after tax                                          11 900       13 390        32 079   
     Loss on disposal of property, plant and                                                       
     equipment and intangible assets (IAS 16 and                                                   
     IAS 38)                                                        6           49            69   
     Realisation of deferred gain (IAS 28)                          –        (197)         (364)   
     Loss on disposal of investment in joint venture                                               
     (IAS 28)                                                       –            –            15   
     Net impairment loss on property, plant and                                                    
     equipment and intangible assets (IAS 36)                      27          224           708   
     Impairment of goodwill (IAS 36)                                –            –         2 033   
     Realisation of deferred gain on disposal of non-                                              
     current assets held for sale (IFRS 5)                       (13)         (15)          (31)   
     Profit on disposal of non-current assets held for                                             
     sale (IFRS 5)                                                  –         (84)       (7 399)   
     Total tax effects of adjustments                               –            6         (326)   
     Total non-controlling interest effect of                                                      
     adjustments                                                  (6)         (19)         1 339   
     Basic headline earnings+                                  11 914       13 354        28 123   
     Earnings per share (cents)                                                                    
     – Basic                                                      653          731         1 752   
     – Basic headline                                             654          729         1 536   
     Diluted earnings per share (cents)                                                            
     – Diluted                                                    650          727         1 742   
     – Diluted headline                                           651          725         1 527   

     + Headline earnings is calculated in accordance with circular 2/2013 Headline Earnings as issued by the South African Institute of
       Chartered Accountants at the request of the JSE Limited.

                                          Six months   Six months     Financial   
                                               ended        ended    year ended   
                                             30 June      30 June   31 December   
                                                2015         2014          2014   
                                            Reviewed     Reviewed       Audited   
                                                  Rm           Rm            Rm   
8.   SHARE OF RESULTS OF JOINT VENTURES                                           
     AND ASSOCIATES AFTER TAX                  2 027        1 691         4 208   
     Irancell Telecommunication Company                                           
     Services (PJSC)                           2 099        1 547         4 113   
     Others                                     (72)          144            95   

9.   CAPITAL EXPENDITURE INCURRED             10 869        9 199        25 406   

10.  CONTINGENT LIABILITIES                      287          886           932   

11.  AUTHORISED CAPITAL EXPENDITURE                                               
     FOR PROPERTY, PLANT AND EQUIPMENT                                            
     AND SOFTWARE                             29 693       26 151        29 693   

12.  INTEREST-BEARING LIABILITIES                                                 
     Bank overdrafts                              76           11            26   
     Current borrowings                       16 472        8 962        13 783   
     Current liabilities                      16 548        8 973        13 809   
     Non-current borrowings                   39 511       38 803        39 470   
                                              56 059       47 776        53 279   

13.  ISSUE AND REPAYMENT OF DEBT AND EQUITY SECURITIES
     During the period under review the following entities raised and repaid significant debt instruments:
     – MTN Nigeria Communications Limited (MTN Nigeria) repaid R1,3 billion relating to long-term borrowings.
     – MTN Holdings Proprietary Limited (MTN Holdings) raised R3 billion additional debt through the General
       Banking Facilities, which are short term in nature.
     – MTN Holdings repaid R500 million relating to the Syndicated Loan Facility and R4,2 billion relating to
       General Banking Facilities.
     – MTN International (Mauritius) Limited (MTN Mauritius) raised R5,9 billion debt through a revolving credit
       facility.

     There have been no repayments (December 2014: R2,4 billion) in terms of the Domestic Medium-Term
     Programme previously established by MTN Holdings in the period.

     During the period, MTN Holdings acquired 309 shares (December 2014: 10 704 475 shares) in the ordinary
     share capital of the Company. The cumulative repurchase is 1.8% of issued shares since 2011. The shares
     so acquired are fully paid up and are held as treasury shares.

14.  BUSINESS COMBINATIONS, ACQUISITION OF JOINT VENTURES AND OTHER INVESTMENTS
     Nashua subscriber base, Afrihost Proprietary Limited, Middle East Internet Holdings S.A.R.L (MEIH)
     and Africa Internet Holding Gmbh (AIH)
     The net fair value of the assets and liabilities relating to the prior year acquisitions described in the heading
     above were finalised during the period and no material changes to the previously reported results
     were required.

     Conversion of loan to Ghana Tower Interco BV into equity
     During the period under review the Group accounted for the conversion of a portion of its loan to Ghana
     Tower Interco BV, a related party, into equity, for an amount of R1,3 billion.

15.  EVENTS AFTER REPORTING PERIOD
     Disposal of Base Transceiver Stations (BTS/Towers) in Nigeria classified as a non-current asset held
     for sale
     On 1 July 2015 the Group finalised the transaction with IHS Holdings Limited (IHS) for the disposal of
     mobile network towers by MTN Nigeria. Tranche 1 of the transaction constituting 4 154 towers was
     concluded during 2014 and tranche 2 constituting 4 696 towers closed independently on 1 July 2015.
     The Group retained an interest in the tower business and MTN Nigeria will be the anchor tenant on
     commercial terms on the towers for an initial term of 10 years. Tranche 2 of the transaction was closed on
     terms and conditions similar to tranche 1.

     Additional investment in AIH
     Subsequent to period end the Group exercised its rights to increase its investment in AIH to 41%. The
     Group continues to retain joint control over AIH.

     Changes in Liberia operating licence
     With effect from 1 July 2015, the Group entered into a new operating licence agreement in Liberia in
     accordance with the New Licence Regime of the Liberia Telecommunications Authority. The licence
     provides for a 15 year tenure from the effective date (previously 10 years), is technology neutral and
     allows MTN Liberia to operate under one licence for all of its operational services. The licence also includes
     certain amendments to the regulatory fee structure going forward.

     Dividends declared
     Dividends declared at the board meeting held on 4 August 2015 amounted to 480 cents per share.

Declaration of interim ordinary dividend 

Notice is hereby given that a gross interim dividend of 480 cents per share for the period to 30 June 
2015 has been declared payable to MTN shareholders. The dividend is declared out of retained earnings. The number of ordinary shares in issue at the date of this declaration is 1 845 493 245 
(including 10 444 797 treasury shares). 

The dividend will be subject to a maximum local dividend tax rate of 15% which will result in a net 
dividend of 408 cents per share to those shareholders that bear the maximum rate of dividend 
withholding tax of 72 cents per share. The net dividend per share for the respective categories of 
shareholders for the different dividend tax rates is as follows: 

0%      480 cents per share    

5%      456 cents per share    

7.5%    444 cents per share    

10%     432 cents per share    

12.5%   420 cents per share    

15%     408 cents per share    

These different dividend tax rates are a result of the application of tax rates in various double 
taxation agreements as well as exemptions from dividend tax. 

MTN Group Limited's tax reference number is 9692/942/71/8. In compliance with the requirements 
of Strate, the electronic settlement and custody system used by the JSE Limited, the salient dates 
relating to the payment of the dividend are as follows: 
 
Declaration Date                                                                      Wednesday, 5 August 2015 
Last day to trade cum dividend on the JSE                                              Friday, 21 August 2015  
First trading day ex dividend on the JSE                                               Monday, 24 August 2015  
Record date                                                                            Friday, 28 August 2015  
Payment date                                                                            Monday, 31 August 2015 
 
No share certificates may be dematerialised or re-materialised between Monday, 24 August 2015 
and Friday, 28 August 2015, both days inclusive. On Monday, 31 August 2015, the dividend will be 
transferred electronically to the bank accounts of certificated shareholders who make use of this 
facility. 
 

In respect of those who do not use this facility, cheques dated Monday, 31 August 2015 will be 
posted on or about that date. Shareholders who hold dematerialised shares will have their accounts 
held by the Central Securities Depository Participant or broker credited on Monday, 31 August 2015. 
 
The Board confirms that the Group will satisfy the solvency and liquidity test immediately after 
completion of the dividend distribution. 
 
For and on behalf of the Board 
 
PF Nhleko                                               RS Dabengwa 
Chairman                                                Group President and CEO 
 
Fairland 
 
4 August 2015 
 
Any forward-looking information contained in this announcement has not been audited or reported 
on/reviewed by the Company's external auditors. 

For further information on the MTN annual results please refer to the Investor Relations section on 
the Group's website: www.mtn.com/investors 

Administration

Registration number: 1994/009584/06                     MTN Group sharecare line
ISIN: ZAE000042164                                      Toll free: 0800 202 360 or +27 11 870 8206
Share code: MTN                                         if phoning from outside South Africa
Board of Directors        
PF Nhleko***                                            Office of the Transfer Secretaries
RS Dabengwa*                                            Computershare Investor Services Proprietary Limited
BD Goschen*                                             Registration number 2004/003647/07
A Harper#***                                            70 Marshall Street, Marshalltown
KP Kalyan***                                            Johannesburg, 2001
S Kheradpir++***                                        PO Box 61051, Marshalltown, 2107
NP Mageza***        
MLD Marole***                                           Joint Auditors
AT Mikati+**                                            PricewaterhouseCoopers Inc.
MJN Njeke***                                            2 Eglin Road, Sunninghill, 2157
KC Ramon***                                             Private Bag X36, Sunninghill, 2157
JHN Strydom**                                           SizweNtsalubaGobodo Inc.
F Titi***                                               20 Morris Street East
AF van Biljon***                                        Woodmead, 2157
J van Rooyen***                                         PO Box 2939, Saxonwold, 2132
        
++American                                              Sponsor
+Lebanese                                               Deutsche Securities (SA) Proprietary Limited
#British                                                3 Exchange Square, 87 Maude Street, Sandton, 2196
*Executive        
**Non-executive                                         Attorneys
***Independent non-executive director                   Webber Wentzel
                                                        10 Fricker Road, Illovo Boulevard, Sandton, 2107
Group Secretary                                         PO Box 61771, Marshalltown, 2107
SB Mtshali        
Private Bag X9955, Cresta, 2118                         Contact details
                                                        Telephone:   National (011) 912 3000
Registered Office                                                    International +27 11 912 3000
216 – 14th Avenue, Fairland, 2195                       Facsimile:   National (011) 912 4093
                                                                     International +27 11 912 4093
American Depository Receipt                             
(ADR) programme:                                        E-mail: investor_relations@mtn.co.za
Cusip No. 62474M108 ADR to ordinary Share 1:1           Internet: http://www.mtn.com

Depository
The Bank of New York
101 Barclay Street, New York NY. 10286, USA

Sponsor: Deutsche Securities (SA) Proprietary Limited  

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