Director Dealing - 31 December 2018

MTN GROUP LIMITED - Dealings in securities

MTN 201812310013A Dealings in securities 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/AWARD 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 ("Listings Requirements"), shareholders are advised that the following directors of MTN as well as directors of major subsidiaries of MTN and an associate of a director of a major subsidiary 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 director RA Shuter Name of the company MTN Date of transaction: 28 December 2018 Number of shares awarded 436 600 Class of security MTN ordinary shares of 0.01 cents each Market price per share at R87.79 which shares were awarded Total value of shares R38 329 114.00 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 RT Mupita Name of the company MTN Date of transaction 28 December 2018 Number of shares awarded 190 200 shares Class of security MTN ordinary shares of 0.01 cents each Market price per share at R87.79 which shares were awarded Total value of shares R16 697 658.00 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 J Schulte-Bockum Name of the subsidiary Mobile Telephone Networks company Proprietary Limited and MTN Nigeria Communications Limited Date of transaction 28 December 2018 Number of shares awarded 205 500 Class of security MTN ordinary shares of 0.01 cents each Market price per share at R87.79 which shares were awarded Total value of shares R18 040 845.00 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 PD Norman Name of the subsidiary Mobile Telephones Networks company Proprietary Limited and MTN Nigeria Communications Limited Date of transaction 28 December 2018 Number of shares awarded 94 600 shares Class of security MTN ordinary shares of 0.01 cents each Market price per share at R87.79 which shares were awarded Total value of shares R8 304 934.00 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 K Toriola Name of the subsidiary MTN Nigeria Communications company Limited Date of transaction 28 December 2018 Number of shares awarded 114 000 shares Class of security MTN ordinary shares of 0.01 cents each Market price per share at R87.79 which shares were awarded Total value of shares R10 008 060.00 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 2018 Number of shares awarded 112 900 Class of security MTN ordinary shares of 0.01 cents each Market price per share at which shares were awarded R87.79 Total value of shares R9 911 491.00 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 GN Motsa Name of the subsidiary Mobile Telephone Networks company Proprietary Limited Date of transaction 28 December 2018 Number of shares awarded 114 100 shares Class of security MTN ordinary shares of 0.01 cents each Market price per share at R87.79 which shares were awarded Total value of shares R10 016 839.00 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 8. Name of director SB Ntsele Name of the subsidiary Mobile Telephone Networks company Proprietary Limited Date of transaction 28 December 2018 Number of shares awarded 57 000 shares Class of security MTN ordinary shares of 0.01 cents each Market price per share at R87.79 which shares were awarded Total value of shares R5 004 030.00 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 9. Name of Associate M Mothapo Relationship to Director Associate of SB Ntsele Date of transaction 28 December 2018 Number of shares awarded 6 200 shares Class of security MTN ordinary shares of 0.01 cents each Market price per share at R87.79 which shares were awarded Total value of shares R544 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 Not Applicable Fairland 31 December 2018 Lead Sponsor JP Morgan Proprietary Limited Joint Sponsor Tamela Holdings Proprietary Limited Date: 31/12/2018 10:55:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 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