MTN - ALLOCATION/AWARD OF MTN GROUP SHARES IN ACCORDANCE WITH THE PERFOMANCE SHARE PLAN 2010 MTN Group Limited (Incorporated in the Republic of South Africa) Registration Number 1994/009584/06 Share code: MTN ISIN: ZAE000042164 (“MTN”) ALLOCATION/AWARD OF MTN GROUP SHARES IN ACCORDANCE WITH THE PERFOMANCE SHARE PLAN 2010 (“MTN PERFOMANCE SHARE PLAN”) In accordance with paragraph 3.63 of the JSE Limited Listings Requirements ("Listings Requirements"), shareholders are advised that the following directors of MTN as well as directors of major subsidiaries of MTN were awarded and accepted shares in terms of the MTN Performance Share Plan, the salient details of which are set out below : 1. Name of director RA Shuter Name of the company MTN Date of transaction 20 December 2019 Number of shares awarded 457 100 shares Class of security MTN ordinary shares of 0.01 cents each Market price per share at R86.88 which shares were awarded Total value of shares R39 712 848 Vesting period Three years from award date Nature of transaction Off-market award of shares to employee, which are subject to performance conditions, in accordance with the MTN Performance Share Plan Nature of interest Direct beneficial Clearance Yes 2. Name of director RT Mupita Name of the company MTN Date of transaction 20 December 2019 Number of shares awarded 223 300 shares Class of security MTN ordinary shares of 0.01 cents each Market price per share at R86.88 which shares were awarded Total value of shares R19 400 304 Vesting period Three years from award date Nature of transaction Off-market award of shares to employee, which are subject to performance conditions, in accordance with the MTN Performance Share Plan Nature of interest Direct beneficial Clearance Yes 3. Name of director J Schulte - Bockum Name of the company Mobile Telephone Networks Proprietary Limited and MTN Nigeria Communications Limited Date of transaction 20 December 2019 Number of shares awarded 216 400 shares Class of security MTN ordinary shares of 0.01 cents each Market price per share at R86.88 which shares were awarded Total value of shares R18 800 832 Vesting period Three years from award date Nature of transaction Off-market award of shares to employee, which are subject to performance conditions, in accordance with the MTN Performance Share Plan Nature of interest Direct beneficial Clearance Yes 4. Name of director PD Norman Name of the company Mobile Telephone Networks Proprietary Limited and MTN Nigeria Communications Limited Date of transaction 20 December 2019 Number of shares awarded 100 900 shares Class of security MTN ordinary shares of 0.01 cents each Market price per share at R86.88 which shares were awarded Total value of shares R8 766 192 Vesting period Three years from award date Nature of transaction Off-market award of shares to employee, which are subject to performance conditions, in accordance with the MTN Performance Share Plan Nature of interest Direct beneficial Clearance Yes 5. Name of director K Toriola Name of the company MTN Nigeria Communications Limited Date of transaction 20 December 2019 Number of shares awarded 120 800 shares Class of security MTN ordinary shares of 0.01 cents each Market price per share at R86.88 which shares were awarded Total value of shares R10 495 104 Vesting period Three years from award date Nature of transaction Off-market award of shares to employee, which are subject to performance conditions, in accordance with the MTN Performance Share Plan Nature of interest Direct beneficial Clearance Yes 6. Name of director FJ Moolman Name of the company MTN Nigeria Communications Limited Date of transaction 20 December 2019 Number of shares awarded 117 300 shares Class of security MTN ordinary shares of 0.01 cents each Market price per share at R86.88 which shares were awarded Total value of shares R10 191 024 Vesting period Three years from award date Nature of transaction Off-market award of shares to employee, which are subject to performance conditions, in accordance with the MTN Performance Share Plan Nature of interest Direct beneficial Clearance Yes 7. Name of director GN Motsa Name of the company Mobile Telephone Networks Proprietary Limited Date of transaction 20 December 2019 Number of shares awarded 121 800 shares Class of security MTN ordinary shares of 0.01 cents each Market price per share at R86.88 which shares were awarded Total value of shares R10 581 984 Vesting period Three years from award date Nature of transaction Off-market award of shares to employee, which are subject to performance conditions, in accordance with the MTN Performance Share Plan Nature of interest Direct beneficial Clearance Yes 8. Name of director S Perumal Name of the company Mobile Telephone Networks Proprietary Limited Date of transaction 20 December 2019 Number of shares awarded 56 200 shares Class of security MTN ordinary shares of 0.01 cents each Market price per share at R86.88 which shares were awarded Total value of shares R4 882 656 Vesting period Three years from award date Nature of transaction Off-market award of shares to employee, which are subject to performance conditions, in accordance with the MTN Performance Share Plan Nature of interest Direct beneficial Clearance Yes 9. Name of Company Secretary PT Sishuba-Bonoyi Name of the company MTN Date of transaction 20 December 2019 Number of shares awarded 36 800 shares Class of security MTN ordinary shares of 0.01 cents each Market price per share at R86.88 which shares were awarded Total value of shares R3 197 184 Vesting period Three years from award date Nature of transaction Off-market award of shares to employee, which are subject to performance conditions, in accordance with the MTN Performance Share Plan Nature of interest Direct beneficial Clearance Yes Prior clearances to deal in these shares were obtained in accordance with MTN`s policy with regard to director`s dealings as well as the Listings Requirements of the JSE Limited. Fairland 23 December 2019 Lead sponsor Tamela Holdings Proprietary Limited Joint sponsor J.P. Morgan Equities Proprietary Limited Date: 23-12-2019 02:51:00 Produced by the JSE SENS Department. 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