MTN GROUP LIMITED - Award and acceptance of MTN Group shares in accordance with the Performance Share Plan

Award and acceptance of 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")

AWARD AND ACCEPTANCE OF MTN GROUP SHARES IN ACCORDANCE WITH THE
PERFORMANCE SHARE PLAN

In accordance with paragraph 3.63 of the JSE Limited Listings Requirements ("Listings
Requirements"), shareholders are advised that the following director, of a major subsidiary
was awarded shares in terms of the MTN’s performance share plan, the salient details of
which are set out below:

1.    Name of director                      Godfrey Nkosingiphile Motsa

      Name of the Company                   Mobile Telephone Networks Proprietary
                                            Limited

      Date of transaction                   09 March 2017

      Number of shares awarded              66 500 shares are subject to performance
                                            conditions

      Class of security                     MTN ordinary shares of 0.01 cents each

      Market price at which shares were     R120.22
      awarded

      Total value of shares                 R 7 994 630.00

      Vesting date                          28 June 2019

      Nature of transaction                 Award and acceptance of shares by
                                            employee in accordance with the MTN
                                            Performance Share Plan

      Nature of interest                    Direct beneficial

      Clearance                             Yes


Prior clearance to deal in the above-mentioned transactions was obtained in accordance
with MTN`s policy as well as the Listings Requirements of the JSE Limited.

Fairland

09 March 2017

Sponsor: Deutsche Securities (SA) Proprietary Limited

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