Director Dealing - 19 March 2015

MTN GROUP LIMITED - Exercise of rights to acquire

MTN 201503190039A Exercise of rights to acquire 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") EXERCISE OF RIGHTS TO ACQUIRE MTN GROUP SHARES IN ACCORDANCE WITH THE PERFORMANCE SHARE PLAN 2010 (“PSP”) In accordance with paragraph 3.63 of the JSE Limited Listings Requirements ("Listings Requirements"), shareholders are advised that the following executive directors and company secretary of MTN as well as directors of major subsidiaries of MTN exercised their rights to acquire shares granted in December 2011 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 16 March 2015 Number of shares exercised 21985 Class of security MTN ordinary shares of 0.01 cents each Price per share R215.5000 Total value of shares R 4,737 767.50 Vesting date 31 December 2014 Nature of transaction Off market settlement of shares by the PSP to meet its obligations. Nature of interest Direct beneficial Clearance Yes 2. Name of director BD Goschen Name of the company MTN Date of transaction 16 March 2015 Number of shares exercised 4393 Class of security MTN ordinary shares of 0.01 cents each Price per share R215.5000 Total value of transaction R 946,691.50 Vesting date 31 December 2014 Nature of transaction Off market settlement of shares by the PSP to meet its obligations. Nature of interest Direct beneficial Clearance Yes 3. Name of company secretary SB Mtshali Name of the company MTN Date of transaction 16 March 2015 Number of shares exercised 3582 Price per share: R218.6199 Class of security MTN ordinary shares of 0.01 cents each Total value of shares R 783,096.48 Vesting date 31 December 2014 Nature of transaction Sale of shares on-market after settlement by the PSP. Nature of interest Direct beneficial Clearance Yes 4. Name of director PD Norman Name of the subsidiary Mobile Telephone Networks (Pty) Ltd company Date of transaction: 16 March 2015 Number of shares exercised 7112 Class of security MTN ordinary shares of 0.01 cents each Price per share R215.5000 Total value of shares R 1, 532 636 Vesting date 31 December 2014 Nature of transaction Off market settlement of shares by the PSP to meet its obligations. Nature of interest Direct beneficial Clearance Yes 5. Name of director KW Pienaar Name of the subsidiary Mobile Telephone Networks (Pty) Ltd company Date of transaction 16 March 2015 Number of shares exercised 4767 Class of security MTN ordinary shares of 0.01 cents each Price per share R218.6199 Total value of shares R 1,042,161.06 Vesting date 31 December 2014 Nature of transaction Sale of shares on-market after settlement by the PSP. Nature of interest Direct beneficial Clearance Yes 6. Name of director A Farroukh Name of the subsidiary Mobile Telephones Networks (Pty) Ltd company Date of transaction 16 March 2015 Number of shares exercised 8451 Class of security MTN ordinary shares of 0.01 cents each Price per share R218.6199 Total value of shares R 1,847,556.77 Vesting date 31 December 2014 Nature of transaction Sale of shares on-market after settlement by the PSP. Nature of Interest Direct beneficial Clearance Yes 7. Name of director F Moolman Name of the subsidiary MTN Nigeria Communications Limited company Date of transaction 16 March 2015 Number of shares awarded 2994 Class of security MTN ordinary shares of 0.01 cents each Price per share R218.6199 Total value of shares R 654, 547.98 Vesting date 31 December 2014 Nature of transaction Sale of shares on-market settlement by the PSP. Nature of interest Direct beneficial Clearance Yes 8. Name of director JA Desai Name of the subsidiary MTN Nigeria Communications Limited company Date of transaction 16 March 2015 Number of shares exercised 8589 Class of security MTN ordinary shares of 0.01 cents each Price per share R218.6199 Total value of shares R 1,877,726.32 Vesting date 31 December 2014 Nature of transaction Sale of shares on-market after settlement by the PSP. Nature of interest Direct beneficial Clearance Yes 9. Name of director S Fakie Name of the subsidiary Mobile Telephone Networks (Pty) Ltd company Date of transaction 16 March 2015 Number of shares exercised 3666 Class of security MTN ordinary shares of 0.01 cents each Price per share R218.6199 Total value of shares R 801,460.55 Vesting date 31 December 2014 Nature of transaction Sale of shares on-market after settlement by the PSP. Nature of interest Direct beneficial Clearance Yes Fairland 19 March 2015 Sponsor Deutsche Securities (SA) Proprietary Limited Date: 19/03/2015 05:48:00 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. 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