Director Dealing - 27 June 2016

MTN GROUP LIMITED - Dealings in MTN Securities

MTN 201606270051A Dealings in MTN Securities MTN Group Limited (Incorporated in the Republic of South Africa) Registration Number 1994/009584/06 Share code: MTN ISIN: ZAE000042164 ("MTN ") DEALINGS IN MTN SECURITIES In compliance with paragraphs 3.63 to 3.66 of the JSE Limited Listings Requirements, MTN advises that it has been informed of the dealings in MTN securities by the MTN Group Limited Performance Share Plan 2010 (“the Scheme”). The salient details of the dealings are set out below: Name of Company holding the treasury Mobile Telephone Networks Holdings Limited 1. shares Acquirer Employer Companies eligible to participate in the MTN Group Limited Performance Share Plan 2010 Date of transaction 21 June 2016 Nature and details of transaction Off-market delivery of MTN shares held by Mobile Telephone Networks Holdings Limited as treasury shares to satisfy the Scheme’s settlement obligation towards its participants. Class of securities Ordinary shares Number of shares delivered 193 806 Price per share 147. 2660 Total value of transaction R 28 541 034. 40 2. Name of Share Scheme MTN Group Limited Performance Share Plan 2010 Date of transaction 21 June 2016 Nature and details of transaction On-market sale of MTN shares held by Mobile Telephone Networks Holdings Limited as treasury shares to satisfy the Scheme’s settlement obligation towards its participants. Class of securities Ordinary shares Number of shares sold for participants 173 409 who elected to sell their shares and receive cash Price per share R 147. 2660 Total value of transaction. R 25 537 249.79 Shareholders are also advised that the Company Secretary of MTN as well as a Director of major a subsidiary of MTN sold their shares in terms of the MTN Group Limited Performance Share Plan 2010, the salient details of which are set out below: 1. Name of Company Secretary SB Mtshali Name of the company MTN Date of transaction 21 June 2016 Number of shares 1600 shares are subject to performance conditions Class of security MTN ordinary shares of 0.01 cents each Market price per share at which R147.2660 options were awarded Total value of transaction R235 625.60 Nature of transaction On- market Sale of shares in accordance with the MTN Group Limited Performance Share Plan 2010. Vesting period Three years from award date Nature of transaction Settlement of shares to employees in accordance with the MTN Group Performance Share Plan 2010 Nature of interest Direct beneficial 2. Name of director SB Ntsele Name of the company Mobile Telephone Networks Proprietary Limited Date of transaction 21 June 2016 Number of shares 1125 shares are subject to performance conditions Class of security MTN ordinary shares of 0.01 cents each Market price per share at which R147.2660 options were awarded Total value of transaction R165 674.25 Nature of transaction On- market Sale of shares in accordance with the MTN Group Limited Performance Share Plan 2010 Nature of interest Direct beneficial Vesting period Three years from award date Nature of transaction Settlement of shares to employees in accordance with the MTN Group Limited Performance Share Plan 2010 Prior clearance to deal in the above-mentioned transactions was obtained in accordance with MTN`s policy as well as the Listings Requirements of the JSE Limited. Fairland 27 June 2016 Sponsor: Deutsche Securities (SA) Proprietary Limited Date: 27/06/2016 05:26:00 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.