SENS Note - 29 December 2017

MTN GROUP LIMITED - Allocation of MTN Group Shares in Accordance with the Performance Share Plan 2015

MTN 201712290016A Allocation of MTN Group Shares in Accordance with the Performance Share Plan 2015 MTN Group Limited Incorporated in the Republic of South Africa) Registration number 1994/009584/06 Share code: MTN ISIN code: ZAE000042164 ("MTN" or "MTN Group") ALLOCATION OF MTN GROUP SHARES IN ACCORDANCE WITH THE PERFORMANCE SHARE PLAN 2015 (“MTN Performance Share Plan”) 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 were awarded shares in terms of the MTN Performance Share Plan, the salient details of which are set out below: 1. Name of Director RA Shuter Name of the company MTN Date of transaction 28 December 2017 Number of shares awarded 200 200 shares (subject to performance conditions) Class of security MTN ordinary shares of 0.01 cents each Market price per share at which R133.14 shares were awarded Total value of shares R26 654 628.00 Vesting period Three years from award date Nature of transaction Off-market award of shares to employee in accordance with MTN Performance Share Plan Nature of interest Direct beneficial Clearance Yes 2. Name of Director RT Mupita Name of the company MTN Date of transaction 28 December 2017 Number of shares awarded 118 300 shares (subject to performance conditions) Class of security MTN ordinary shares of 0.01 cents each Market price per share at which R133.14 shares were awarded Total value of shares R15 750 462.00 Vesting period Three years from award date Nature of transaction Off-market 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 2017 Number of shares awarded 12 600 shares (subject to performance conditions) Class of security MTN ordinary shares of 0.01 cents each Market price per share at which R133.14 shares were awarded Total value of shares R1 677 564.00 Vesting period Three years from award date Nature of transaction Off-market award of shares to employee in accordance with MTN Performance Share Plan Nature of interest Direct beneficial Clearance Yes 4. Name of director PD Norman Name of the subsidiary company Mobile Telephone Networks (Pty) Limited and MTN Nigeria Communications Limited Date of transaction 28 December 2017 Number of shares awarded 57 700 shares (subject to performance conditions) Class of security MTN ordinary shares of 0.01 cents each Market price per share at which R133.14 options were awarded Total value of shares R 7 682 178.00 Vesting period Three years from award date Nature of transaction Off-market award of shares to employee in accordance with MTN Performance Share Plan Nature of interest Direct beneficial Clearance Yes 5. Name of director G Motsa Name of the subsidiary company Mobile Telephone Networks (Pty) Limited Date of transaction 28 December 2017 Number of shares awarded 69 700 shares (subject to performance conditions) Class of security MTN ordinary shares of 0.01 cents each Market price per share at which R133.14 options were awarded Total value of shares R 9 279 858.00 Vesting period Three years from award date Nature of transaction Off-market award of shares to employee in accordance with MTN Performance Share Plan Nature of interest Direct beneficial Clearance Yes 6. Name of director SB Ntsele Name of the subsidiary company Mobile Telephone Networks (Pty) Limited Date of transaction 28 December 2017 Number of shares awarded 30 700 shares (subject to performance conditions) Class of security MTN ordinary shares of 0.01 cents each Market price per share at which R133.14 shares were awarded Total value of shares R4 087 398.00 Vesting period Three years from award date Nature of transaction Off-market award of shares to employee in accordance with MTN Performance Share Plan Nature of interest Direct beneficial Clearance Yes 7. Name of director J Schulte-Bockum Name of the subsidiary company Mobile Telephones Networks (Pty) Limited and MTN Nigeria Communications Limited Date of transaction 28 December 2017 Number of shares awarded 125 500 shares (subject to performance conditions) Class of security MTN ordinary shares of 0.01 cents each Market price per share at which R133.14 shares were awarded Total value of shares R16 709 070.00 Vesting period Three years from award date Nature of transaction Off-market award of shares to employee in accordance with MTN Performance Share Plan Nature of interest Direct beneficial Clearance Yes 8. Name of director K Toriola Name of the subsidiary company MTN Nigeria Communications Limited Date of transaction 28 December 2017 Number of shares awarded 69 100 shares (subject to performance conditions) Class of security MTN ordinary shares of 0.01 cents each Market price per share at which R133.14 options were awarded Total value of shares R9 199 974.00 Vesting period Three years from award date Nature of transaction Off-market award of shares to employee in accordance with MTN Performance Share Plan Nature of interest Direct beneficial Clearance Yes 9. Name of director FJ Moolman Name of the subsidiary company MTN Nigeria Communications Limited Date of transaction 28 December 2017 Number of shares awarded 66 100 shares (subject to performance conditions) Class of security MTN ordinary shares of 0.01 cents each Market price per share at which R133.14 shares were awarded Total value of shares R8 800 554.00 Vesting period Three years from award date Nature of transaction Off-market award of shares to employee in accordance with MTN Performance Share Plan Nature of interest Direct beneficial Clearance Yes Fairland 29 December 2017 Sponsor Deutsche Securities (SA) Proprietary Limited Date: 29/12/2017 11:15:00 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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