SENS Note - 30 December 2011

MTN - MTN Group Limited - Allocation of MTN Group shares in accordance with the

MTN MTN MTN - MTN Group Limited - Allocation 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") ALLOCATION 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 executive directors, directors of major subsidiaries and the company secretaries of MTN and Mobile Telephone Networks (Pty) Ltd (major subsidiary company) were awarded shares in terms of the MTN`s employee share scheme, the salient details of which are set out below: 1. Name of director RS Dabengwa Name of the company MTN Date of transaction 29 December 2011 Number of options awarded 111,600 shares are subject to performance conditions Class of security MTN ordinary shares of 0.01 cents each Market price at which options R142.12 were awarded Total value of shares R15,865,263.41 Vesting period Three years from award date Nature of transaction Award of shares to employee in accordance with MTN Performance Share Plan Nature of interest Direct beneficial Clearance Yes 2. Name of director NI Patel Name of the company MTN Date of transaction 29 December 2011 Number of options awarded 57,000 shares are subject to performance conditions Class of security MTN ordinary shares of 0.01 cents each Market price at which options R142.12 were awarded Total value of shares R8,101,986.01 Vesting period Three years from award date Nature of transaction Award of shares to employee in accordance with MTN Performance Share Plan Nature of interest Direct beneficial Clearance Yes 3. Name of company secretary SB Mtshali Name of the company MTN Date of transaction 29 December 2011 Number of options awarded 9,005 shares are subject to performance conditions Class of security MTN ordinary shares of 0.01 cents each Market price at which options R142.12 were awarded Total value of shares R1,284,082.53 Vesting period Three years from award date Nature of transaction Award of shares to employee in accordance with MTN Nature of interest Direct beneficial Performance Share Plan Clearance Yes 4. Name of director PD Norman Name of the subsidiary company Mobile Telephones Networks (Pty) Ltd Date of transaction: 29 December 2011 Number of options awarded 36,100 shares are subject to performance conditions Class of security MTN ordinary shares of 0.01 cents each Market price at which options R142.12 were awarded Total value of shares R5,133,715.99 Vesting period Three years from award date Nature of transaction Award of shares to employee in accordance with MTN Performance Share Plan Nature of interest Direct beneficial Clearance Yes 5. Name of director KL Shuenyane Name of the subsidiary company Mobile Telephones Networks (Pty) Ltd Date of transaction: 29 December 2011 Number of options awarded 35,300 shares are subject to performance conditions Class of security MTN ordinary shares of 0.01 cents each Market price at which options R142.12 were awarded Total value of shares R5,015,380.25 Vesting period Three years from award date Nature of transaction Award of shares to employee in accordance with MTN Performance Share Plan Nature of interest Direct beneficial Clearance Yes 6. Name of director KW Pienaar Name of the subsidiary company Mobile Telephones Networks (Pty) Ltd Date of transaction 29 December 2011 Number of options awarded 24,200 shares are subject to performance conditions Class of security MTN ordinary shares of 0.01 cents each Market price at which options R142.12 were awarded Total value of shares R3,444,272.00 Vesting period Three years from award date Nature of transaction Award of shares to employee in accordance with MTN Performance Share Plan Nature of interest Direct beneficial Clearance Yes 7. Name of company secretary MML Mokoka Name of the subsidiary company Mobile Telephones Networks (Pty) Ltd Date of transaction 29 December 2011 Number of options awarded 6,400 shares are subject to performance conditions Class of security MTN ordinary shares of 0.01 cents each Market price at which options R142.12 were awarded Total value of shares R910,800.00 Vesting period Three years from award date Nature of transaction Award of shares to employee in accordance with MTN Performance Share Plan Nature of interest Direct beneficial Clearance Yes 8. Name of director IS Sehoole Name of the subsidiary company Mobile Telephones Networks (Pty) Ltd Date of transaction 29 December 2011 Number of options awarded 36,900 shares are subject to performance conditions Class of security MTN ordinary shares of 0.01 cents each Market price at which options R142.12 were awarded Total value of shares R5,246,360.01 Vesting period Three years from award date Nature of transaction Award of shares to employee in accordance with MTN Performance Share Plan Nature of interest Direct beneficial Clearance Yes 9. Name of director Z Bulbulia Name of the subsidiary company Mobile Telephones Networks (Pty) Ltd Date of transaction 29 December 2011 Number of options awarded 15,300 shares are subject to performance conditions Class of security MTN ordinary shares of 0.01 cents each Market price at which options R142.12 were awarded Total value of shares R2,173,305.00 Vesting period Three years from award date Nature of transaction Award of shares to employee in accordance with MTN Performance Share Plan Nature of interest Direct beneficial Clearance Yes 10. Name of director A Bing Name of the subsidiary company MTN Nigeria Communications Limited Date of transaction 29 December 2011 Number of options awarded 15,600 shares are subject to performance conditions Class of security MTN ordinary shares of 0.01 cents each Market price at which options R142.12 were awarded Total value of shares R2,220,440.75 Vesting period Three years from award date Nature of transaction Award of shares to employee in accordance with MTN Performance Share Plan Nature of interest Direct beneficial Clearance Yes 11. Name of director J Desai Name of the subsidiary company MTN Nigeria Communications Limited Date of transaction 29 December 2011 Number of options awarded 43,600 shares are subject to performance conditions Class of security MTN ordinary shares of 0.01 cents each Market price at which options R142.12 were awarded Total value of shares R6,191,654.25 Vesting period Three years from award date Nature of transaction Award of shares to employee in accordance with MTN Performance Share Plan Nature of interest Direct beneficial Clearance Yes 12. Name of director A Farroukh Name of the subsidiary company MTN Nigeria Communications Limited Date of transaction 29 December 2011 Number of options awarded 42,900 shares are subject to performance conditions Class of security MTN ordinary shares of 0.01 cents each Market price at which options R142.12 were awarded Total value of shares R6,099,241.50 Vesting period Three years from award date Nature of transaction Award of shares to employee in accordance with MTN Performance Share Plan Nature of interest Direct beneficial Clearance Yes 13. Name of director B Goschen Name of the subsidiary company MTN Nigeria Communications Limited Date of transaction 29 December 2011 Number of options awarded 22,300 shares are subject to performance conditions Class of security MTN ordinary shares of 0.01 cents each Market price at which options R142.12 were awarded Total value of shares R3,168,437.14 Vesting period Three years from award date Nature of transaction Award of shares to employee in accordance with MTN Performance Share Plan Nature of interest Direct beneficial Clearance Yes MTN confirms that the shares to be used for allocation will be purchased on the market. Fairland 30 December 2011 Sponsor Deutsche Securities (SA) (Pty) Limited Date: 30/12/2011 12:45:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited (`JSE`). 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