Results of 25th Annual General Meeting held on 21 May 2020 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 25th ANNUAL GENERAL MEETING HELD ON 21 MAY 2020 Shareholders are advised that at the 25th Annual General Meeting (“AGM”) held on Thursday, 21 May 2020 at 14:30 (South African time), all the ordinary and special resolutions, as set out in the notice of AGM dated 24 April 2020, were presented to the shareholders entitled to vote being present in person/virtually and/or represented by proxy. The total number of shares present and represented, including proxies, at the meeting was 1 321 489 046 or 70.13% of MTN’s issued share capital as at Friday, 15 May 2020, 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 L Sanusi as a director 99.82 0.18 1 321 489 046 70.13 0.16 1.2 Election of V Rague as a 94.75 5.25 1 321 489 046 70.13 0.16 director 1.3 Re-election of S Miller as a 99.81 0.19 1 321 489 046 70.13 0.16 director 1.4 Re-election of P Hanratty as 96.90 3.10 1 321 489 046 70.13 0.13 a director 1.5 Re-election of N Sowazi as a 94.46 5.54 1 321 489 046 70.13 0.16 director 1.6 Re-election of AT Mikati as a director 85.04 14.96 1 321 489 046 70.13 0.16 TOTAL SHARES VOTED SHARES ABSTAINED FOR AGAINST (%) NUMBER %* %* RESOLUTION (%) Ordinary resolution number 2 2.1 Election of KC Ramon as a member of the audit 99.54 0.46 1 321 489 046 70.13 0.16 committee 2.2 Election of B Tshabalala as a member of the audit 96.20 3.80 1 321 489 046 70.13 0.16 committee 2.3 Election of V Rague as a member of the audit 99.27 0.73 1 321 489 046 70.13 0.16 committee 2.4 Election of PB Hanratty as a member of the audit 97.47 2.53 1 321 489 046 70.13 0.13 committee Ordinary resolution number 3 3.1 Election of L Sanusi as a member of the Social and 99.90 0.10 1 321 489 046 70.13 0.16 Ethics committee 3.2 Election of S Miller as a member of the Social and 99.89 0.11 1 321 489 046 70.13 0.16 Ethics committee 3.3 Election of N Sowazi as a member of the Social and 98.85 1.15 1 321 489 046 70.13 0.16 Ethics committee 3.4 Election of K Mokhele as a member of the Social and 94.61 5.39 1 321 489 046 70.13 0.16 Ethics committee Ordinary resolution number 4 Re-appointment of PricewaterhouseCoopers Inc. as an 68.01 31.99 1 321 489 046 70.13 0.28 auditor of the Company Ordinary resolution number 5 Re-appointment of SizweNtsalubaGobodo Grant 92.11 7.89 1 321 489 046 70.13 0.13 Thornton Inc. as an auditor of the Company Ordinary resolution number 6 Appointment of Ernst & Young as an auditor of the Company 99.48 0.52 1 321 489 046 70.13 0.13 Ordinary resolution number 7 General authority for directors to allot and issue ordinary shares 82.13 17.87 1 321 489 046 70.13 0.13 Ordinary resolution number 8 General authority for directors to allot and issue ordinary shares for 81.58 18.42 1 321 489 046 70.13 0.18 cash Ordinary resolution number 9 Non-binding advisory vote on the 59.70 40.30 1 321 489 046 70.13 0.13 Company’s remuneration policy Ordinary resolution number 10 Non-binding advisory vote on the Company’s remuneration 66.80 33.20 1 321 489 046 70.13 0.13 implementation report Special resolution number 1 Proposed approval of remuneration payable to non- 76.27 23.73 1 321 489 046 70.13 3.04 executive directors Special resolution number 2 Repurchase of the Company’s 99.30 0.70 1 321 489 046 70.13 0.14 shares Special resolution number 3 Financial assistance to subsidiaries and other related and interrelated 94.22 5.78 1 321 489 046 70.13 0.12 entities Special resolution number 4 Financial assistance to directors and/or prescribed officers and 95.49 4.51 1 321 489 046 70.13 0.12 employee share scheme beneficiaries *Expressed as a percentage of 1 884 269 758 MTN ordinary shares in issue as at the Voting Record Date. PriceWaterhouseCoopers Inc. issued a factual finding report on the results. Shareholders are further advised that due to ordinary resolutions numbers 9 and 10 relating to the non- binding advisory votes on the Company’s remuneration policy and implementation report being voted against by more than 25% of the voting rights exercised at the AGM held on Thursday, 21 May 2020, an invitation will be extended to such dissenting shareholders to engage with the Company. Further details on the shareholder engagements will be announced on SENS in due course. It is further noted, that a few shareholders have already engaged with the Company on their concerns regarding the remuneration policy and implementation report during the Governance Roadshows held on 7- 12 May 2020. Their concerns are being considered. Fairland 22 May 2020 3 Lead sponsor Tamela Holdings Proprietary Limited Joint sponsor JP Morgan Equities (SA) Proprietary Limited 4 Date: 22-05-2020 05:28:00 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.