SENS Note - 20 December 2013

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

MTN 201312200055A 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 MTN directors, the group secretary, directors of major subsidiaries as well as 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 20 December 2013 Number of options awarded 87 800 shares are subject to performance conditions Class of security MTN ordinary shares of 0.01 cents each Market price at which R203.40 options were awarded Total value of shares R17 858 520 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 BD Goschen Name of the company MTN Date of transaction 20 December 2013 Number of options awarded 43 700 shares are subject to performance conditions Class of security MTN ordinary shares of 0.01 cents each Market price at which R203.40 options were awarded Total value of shares R8 888 580 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 20 December 2013 Number of options awarded 6 000 shares are subject to performance conditions Class of security MTN ordinary shares of 0.01 cents each Market price at which R203.40 options were awarded Total value of shares R 1 220 400 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 (Pty) company Ltd Date of transaction: 20 December 2013 Number of options awarded 28 400 shares are subject to performance conditions Class of security MTN ordinary shares of 0.01 cents each Market price at which R203.40 options were awarded Total value of shares R5 776 560 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 KW Pienaar Name of the subsidiary Mobile Telephones Networks (Pty) company Ltd Date of transaction 20 December 2013 Number of options awarded 30 600 shares are subject to performance conditions Class of security MTN ordinary shares of 0.01 cents each Market price at which R203.40 options were awarded Total value of shares R6 224 040 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 Z Bulbulia Name of the subsidiary Mobile Telephones Networks (Pty) company Ltd Date of transaction 20 December 2013 Number of options awarded 24 500 shares are subject to performance conditions Class of security MTN ordinary shares of 0.01 cents each Market price at which R203.40 options were awarded Total value of shares R4 983 300 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 director PG Sibiya Name of the subsidiary Mobile Telephones Networks (Pty) company Ltd Date of transaction 20 December 2013 Number of options awarded 14 700 shares are subject to performance conditions Class of security MTN ordinary shares of 0.01 cents each Market price at which R203.40 options were awarded Total value of shares R2 989 980 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 company secretary MML Mokoka Name of the subsidiary Mobile Telephones Networks (Pty) company Ltd Date of transaction 20 December 2013 Number of options awarded 5 500 shares are subject to performance conditions Class of security MTN ordinary shares of 0.01 cents each Market price at which R203.40 options were awarded Total value of shares R1 118 700 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 M Ikpoki Name of the subsidiary MTN Nigeria Communications company Limited Date of transaction 20 December 2013 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 R203.40 options were awarded Total value of shares R7 505 460 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 20 December 2013 Number of options awarded 16 000 shares are subject to performance conditions Class of security MTN ordinary shares of 0.01 cents each Market price at which R203.40 options were awarded Total value of shares R3 254 400 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 20 December 2013 Number of options awarded 44 400 shares are subject to performance conditions Class of security MTN ordinary shares of 0.01 cents each Market price at which R203.40 options were awarded Total value of shares R9 030 960 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 20 December 2013 Sponsor Deutsche Securities (SA) Proprietary Limited Date: 20/12/2013 01:30:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 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