MTN GROUP LIMITED - Results of Annual General Meeting

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 22nd Annual General Meeting (“AGM”) held on
Thursday, 25 May 2017 at 14:30 (South African time), all the ordinary and special resolutions,
as set out in the notice of Annual General Meeting dated 17 March 2017, 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
1 573 231 765 or 83.49% of MTN’s issued share capital as at Friday, 19 May 2017, 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 Election of PB Hanratty as a
                                      99.47       0.53     1 571 508 641   83.40         0.09
     director
1.2 Election of SP Miller as a
                                      99.44       0.56     1 568 196 863   83.23         0.26
     director
1.3 Election of RT Mupita as a
                                      99.78       0.22     1 568 742 723   83.25         0.23
     director
1.4 Election of RA Shuter as a
                                      99.91       0.09     1 572 060 164   83.43         0.06
     director
1.5 Election of NL Sowazi as a
                                      99.04       0.96     1 568 014 781   83.22         0.27
     director
1.6 Re-election of AF van Biljon
                                      77.64       22.36    1 571 508 731   83.40         0.09
     as a director
1.7 Re-election of KP Kalyan as
                                      97.75       2.25     1 563 810 113   82.99         0.50
     a director
1.8 Re-election of AT Mikati as a
                                      89.07       10.93    1 563 256 173   82.96         0.52
     director
1.9 Re-election of J van Rooyen
                                      91.88       8.12     1 568 535 004   83.24         0.24
     as a director

Ordinary resolution number 2
2.1 Election of KC Ramon as a         99.41       0.59     1 571 904 564   83.42         0.07
     member of the audit
     committee
2.2    Election of PB Hanratty as a   99.97   0.03    1 571 507 051    83.40   0.09
      member of the audit
      committee
2.3   Election of NP Mageza as a      97.18   2.82    1 565 383 540    83.08   0.41
      member of the audit
      committee
2.4   Election of J van Rooyen as     95.37   4.63    1 565 386 409    83.08   0.41
      a member of the audit
      committee

Ordinary resolution number 3
Re-appointment of
PricewaterhouseCoopers Inc. and       84.12   15.88   1 572 060 862    83.43   0.06
SizweNtsalubaGobodo Inc. as
joint independent auditors

Ordinary resolution number 4
General authority for directors to    94.43   5.57    1 572 057 906    83.43   0.06
allot and issue ordinary shares

Ordinary resolution number 5
General authority for directors to
                                      84.48   15.52   1 572 058 106    83.43   0.06
allot and issue ordinary shares for
cash

Advisory endorsement
Endorsement of the remuneration       62.64   37.36   1 486 715 0487   78.90   0.51
policy

Ordinary resolution number 6
Authority to implement special and    99.91   0.09    1 568 735 864    83.25   0.23
ordinary resolutions

Special resolution number 1
Proposed approval of
                                      99.28   0.72    1 568 637 895    83.25   0.24
remuneration payable to non-
executive directors

Special resolution number 2
Repurchase of the Company’s           99.90   0.10    1 571 711 971    83.41   0.08
shares

Special resolution number 3
Financial assistance to
                                      99.54   0.46    1 571 504 937    83.40   0.09
subsidiaries and other related and
interrelated entities

Special resolution number 4
Financial assistance to directors     98.35   1.65    1 571 279 829    83.39   0.10
and/or prescribed officers and
employee share scheme
beneficiaries

Special resolution number 5
Amendment to the memorandum
of incorporation (MOI) in
compliance with paragraph           99.58      0.42       1 572 057 271   83.43         0.06
18(1)(o) of Schedule 18 to the
Listings Requirements of the JSE
Limited

*Expressed as a percentage of 1 884 269 758 MTN ordinary shares in issue as at the Voting
 Record Date.

26 May 2017

Sponsor
Deutsche Securities (SA) Proprietary Limited

Date: 26/05/2017 05:16:00 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.