Director Dealing - 29 December 2016

MTN GROUP LIMITED - Allocation of MTN Group shares

MTN 201612290020A 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: ZAE000042164 ("MTN" or "the MTN Group") ALLOCATION OF MTN GROUP SHARES IN ACCORDANCE WITH THE PERFORMANCE SHARE PLAN 2010 (MTN PERFORMANCE SHARE PLAN) In accordance with paragraph 3.63 of the JSE Limited Listings Requirements, shareholders are advised that the company secretary of MTN as well as directors of major subsidiaries of MTN were awarded and accepted shares in terms of the MTN Performance Share Plan, the salient details of which are set out below: 1. Name of Company Secretary SB Mtshali Name of the company MTN Date of transaction 28 December 2016 Number of shares awarded 12 800 shares Class of security MTN ordinary shares of 0.01 cents each Market price per share at R120.22 which shares were awarded Total value of shares R1 538 816.00 Vesting period Three years from award date Nature of transaction Off-market award of shares to employee, which are subject to performance conditions, in accordance with the MTN Performance Share Plan Nature of interest Direct beneficial Clearance Yes 2. Name of director PD Norman Name of the subsidiary Mobile Telephone Networks (Pty) company Ltd and MTN Nigeria Communications Limited Date of transaction: 28 December 2016 Number of shares awarded 56 300 shares Class of security MTN ordinary shares of 0.01 cents each Market price per share at R120.22 which shares were awarded Total value of shares R6 768 386.00 Vesting period Three years from award date Nature of transaction Off-market award of shares to employee, which are subject to performance conditions, in accordance with the MTN Performance Share Plan Nature of interest Direct beneficial Clearance Yes 3. Name of director M Nyati Name of the subsidiary Mobile Telephone Networks (Pty) company Ltd Date of transaction 28 December 2016 Number of shares awarded 45 800 shares Class of security MTN ordinary shares of 0.01 cents each Market price per share at R120.22 which shares were awarded Total value of shares R5 506 076.00 Vesting period Three years from award date Nature of transaction Off-market award of shares to employee, which are subject to performance conditions, in accordance with the MTN Performance Share Plan Nature of interest Direct beneficial Clearance Yes 4. Name of director SB Ntsele Name of the subsidiary Mobile Telephone Networks (Pty) company Ltd Date of transaction 28 December 2016 Number of shares awarded 31 400 shares Class of security MTN ordinary shares of 0.01 cents each Market price per share at R120.22 which shares were awarded Total value of shares R3 774 908.00 Vesting period Three years from award date Nature of transaction Off-market award of shares to employee, which are subject to performance conditions, in accordance with the MTN Performance Share Plan Nature of interest Direct beneficial Clearance Yes 5. Name of director JA Desai Name of the subsidiary Mobile Telephones Networks (Pty) company Ltd and MTN Nigeria Communications Limited Date of transaction 28 December 2016 Number of shares awarded 107 300 shares Class of security MTN ordinary shares of 0.01 cents each Market price per share at R120.22 which shares were awarded Total value of shares R12 899 606.00 Vesting period Three years from award date Nature of transaction Off-market award of shares to employee, which are subject to performance conditions, in accordance with the MTN Performance Share Plan Nature of Interest Direct beneficial Clearance Yes 6. Name of director FJ Moolman Name of the subsidiary MTN Nigeria Communications company Limited Date of transaction 28 December 2016 Number of shares awarded 66 400 shares Class of security MTN ordinary shares of 0.01 cents each Market price per share at R120.22 which shares were awarded Total value of shares R7 982 608.00 Vesting period Three years from award date Nature of transaction Off-market award of shares to employee, which are subject to performance conditions, in accordance with the MTN Performance Share Plan Nature of interest Direct beneficial Clearance Yes 7. Name of director K Toriola Name of the subsidiary MTN Nigeria Communications company Limited Date of transaction 28 December 2016 Number of shares awarded 55 900 shares Class of security MTN ordinary shares of 0.01 cents each Market price per share at R120.22 which shares were awarded Total value of shares R6 720 298.00 Vesting period Three years from award date Nature of transaction Off-market award of shares to employee, which are subject to performance conditions, in accordance with the MTN Performance Share Plan Nature of interest Direct beneficial Clearance Yes Fairland 29 December 2016 Sponsor Deutsche Securities (SA) Proprietary Limited Date: 29/12/2016 04:54:00 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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