SENS Note - 31 December 2012

MTN GROUP LIMITED - Allocation of MTN Group shares in accordance with the Performance Share Plan 2010

MTN 201212310011A Allocation of MTN Group shares in accordance with the Performance Share Plan 2010 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 2010 In accordance with paragraph 3.63 of the JSE Limited Listings Requirements ("Listings Requirements"), shareholders are advised that the following executive directors and the company secretary of MTN Group and directors and company secretaries of major subsidiaries were awarded shares in terms of the MTN’s performance share plan, the salient details of which are set out below: 1. Name of director :RS Dabengwa Name of the company :MTN Date of transaction :28 December 2012 Number of shares awarded :94 600 shares, subject to performance conditions Class of security :MTN ordinary shares of 0.01 cents each Market price at which shares :R178.02 were awarded Total value of shares :R16,836,926.76 Vesting period :Three years from award date Nature of transaction :Award of shares to employee in accordance with the 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 :28 December 2012 Number of shares awarded :48 500 shares, subject to performance conditions Class of security :MTN ordinary shares of 0.01 cents each Market price at which shares :R178.02 were awarded Total value of shares :R8,638,009.50 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 3. Name of company secretary :SB Mtshali Name of the company :MTN Date of transaction :28 December 2012 Number of shares awarded :6 400 shares, subject to performance conditions Class of security :MTN ordinary shares of 0.01 cents each Market price at which shares :R178.02 were awarded Total value of shares :R1,142,638.87 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 :Mobile Telephones Networks company (Pty) Ltd Date of transaction: :28 December 2012 Number of shares awarded :30 600 shares, subject to performance conditions Class of security :MTN ordinary shares of 0.01 cents each Market price at which shares :R178.02 were awarded Total value of shares :R5,450,402.51 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 :Mobile Telephones Networks company (Pty) Ltd Date of transaction :28 December 2012 Number of shares awarded : 33 000 shares, subject to performance conditions Class of security :MTN ordinary shares of 0.01 cents each Market price at which shares :R178.02 were awarded Total value of shares :R5,873,180.01 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 7. Name of company secretary :MML Mokoka Name of the subsidiary :Mobile Telephones Networks company (Pty) Ltd Date of transaction :28 December 2012 Number of shares awarded :5 800 shares, subject to performance conditions Class of security :MTN ordinary shares of 0.01 cents each Market price at which shares :R178.02 were awarded Total value of shares :R1,037,520.00 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 9. Name of director :Z Bulbulia Name of the subsidiary :Mobile Telephones Networks company (Pty) Ltd Date of transaction :28 December 2012 Number of shares awarded :15 500 shares, subject to performance conditions Class of security :MTN ordinary shares of 0.01 cents each Market price at which shares :R178.02 were awarded Total value of shares :R2,762,282.00 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 :MTN Nigeria Communications company Limited Date of transaction :28 December 2012 Number of shares awarded :14 900 shares, subject to performance conditions Class of security :MTN ordinary shares of 0.01 cents each Market price at which shares :R178.02 were awarded Total value of shares :R2,646,749.04 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 :JA Desai Name of the subsidiary :MTN Nigeria Communications company Limited Date of transaction :28 December 2012 Number of shares awarded :41 400 shares, subject to performance conditions Class of security :MTN ordinary shares of 0.01 cents each Market price at which shares :R178.02 were awarded Total value of shares :R7,366,106.17 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 :MTN Nigeria Communications company Limited Date of transaction :28 December 2012 Number of shares awarded :26 500 shares, subject to performance conditions Class of security :MTN ordinary shares of 0.01 cents each Market price at which shares :R178.02 were awarded Total value of shares :R4,711,794.99 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 In terms of the PSP Rules participants are not required to take any action in order to accept this Award and will be deemed to have accepted the PSP Award unless they advise MTN Group Compensation and Benefits in writing, by completing and delivering the Form of Non-Acceptance attached to the Award Certificate by close of business on Monday, 31 December 2012. MTN confirms that the shares to be used for allocation will be purchased on the market in due course. Fairland 31 December 2012 Sponsor Deutsche Securities (SA) (Pty) Limited Date: 31/12/2012 12:40:00 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.