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 Date: 26/05/2016 05:34:00 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.