MTN Summary audited group financial statements for the year ended 31 December 2019 and dividend declaration:
MTN Summary audited group financial statements for the year ended 31 December 2019 and dividend declaration

MTN Group Limited
(Incorporated in the Republic of South Africa)
(Registration number 1994/009584/06)
(Share code MTN)
(ISIN: ZAE000042164)
("MTN" or "the group")

Summary audited group financial statements for the year ended 31 December
2019 and dividend declaration

MTN is an emerging market mobile operator with a clear vision to lead the delivery of a bold, new
digital world to our 251 million subscribers across 21 operations. We are inspired by our belief that
everyone deserves the benefits of a modern connected life.

-   Subscribers increased by 18,2 million to 251 million
-   Revenue grew by 9,7%*
-   Service revenue grew by 9,8%*
-   IFRS reported EBITDA margin improved by 6,4 percentage points (pp) to 42,3% (up 1,2 pp* to
-   IFRS reported EBITDA  (before once-off items) increased by 34,3% (up 13,6%*)
-   IFRS reported group HEPS at 468 cps, up 38,9% (up 61,7% under IAS 17)
-   Non-operational impacts (including IFRS 16 adoption) lowered HEPS by 209 cps
-   Holding company leverage stable at 2,2x
-   Final dividend of 355 cents per share in line with guidance
-   Medium-term targets enhanced

*Constant currency information is on an IAS 17 basis after accounting for the impact of the pro forma adjustments

Any forward-looking financial information disclosed in this results announcement has not been reviewed or audited or
otherwise reported on by our external joint auditors

Certain information presented in these results constitutes pro forma financial information. The responsibility for preparing
and presenting the pro forma financial information and for the completeness and accuracy of the pro forma financial
information is that of the directors of the company. This is presented for illustrative purposes only. Because of its nature, the
pro forma financial information may not fairly present MTN's financial position, changes in equity, and results of operations
or cash flows. The pro forma IAS 17 and constant currency financial information contained in this announcement has been
reviewed by the group's external auditors and their unmodified limited assurance report prepared in terms of ISAE 3420 is
available for inspection at the company's registered office on weekdays from 09:00 to 16:00.

1.        Certain financial information presented in these consolidated financial results has been prepared excluding the
          impact of hyperinflation and goodwill and asset impairments, tower profits, the Nigerian regulatory fine (consisting
          of the re-measurement impact when the settlement was entered into and the finance costs recognised as a result
          of the unwind of the initial discounting of the liability), gain on dilution of Jumia, impairment of investment in
          MEIH, gain on Travelstart disposal and impact of the adoption of IFRS 16 ("the pro forma adjustments") and
          constitutes pro forma financial information to the extent that it is not extracted from the segment disclosure
          included in the audited summary group financial statements for the year ended 31 December 2019. This pro forma
          financial information has been presented to eliminate the impact of the pro forma adjustments from the
          consolidated financial results to achieve a comparable YoY analysis. The pro forma adjustments have been
          calculated in terms of the group accounting policies disclosed in the consolidated financial statements for the year
          ended 31 December 2019, except for the changes in accounting policies as a result of the adoption of the
          accounting standards effective 1 January 2019.
     2.   Constant currency information has been presented to illustrate the impact of changes in currency rates on the
          group's results. In determining the change in constant currency terms, the prior financial reporting period's results
          have been adjusted to the current period average exchange rates determined as the weighted average of the
          monthly exchange rates. The measurement has been performed for each of the group's currencies, materially
          being that of the US dollar and Nigerian naira. The constant currency growth percentage has been calculated based
          on the prior year constant currency results compared to the current year results. In addition, in respect of MTN
          Irancell, MTN Sudan, MTN South Sudan and MTN Syria, the constant currency information has been prepared
          excluding the impact of hyperinflation. The economies of Sudan, South Sudan and Syria were assessed to be
          hyperinflationary for the period under review and hyperinflation accounting was applied.

The joint independent auditors' audit reports by PricewaterhouseCoopers Inc. and SizweNtsalubaGobodo Grant Thornton
Inc. do not report on all of the information contained in this announcement/financial results. Shareholders are therefore
advised that in order to obtain a full understanding of the nature of the joint independent auditors' engagement they should
obtain a copy of the unqualified joint independent auditors' audit reports on the summary group financial statements and
the group annual financial statements together with the accompanying financial information from MTN's registered office.
The directors of MTN take full responsibility for the preparation of this abridged report and the financial information has
been correctly extracted from the underlying audited financial statements.

This short-form announcement is the responsibility of the directors and represents only a summary of the information
contained in the full annual financial results. Consequently, it does not contain full or complete details. Any investment
decisions made by investors and/or shareholders should be based on consideration of the full annual financial results as a
whole and investors and/or shareholders are encouraged to review the full annual financial results as follows:

The full financial results are available on the company's website at:
and on SENS on the JSE's website at:

The full annual financial results are also available for inspection at our registered offices, at no charge, and at the offices of
our sponsors from 09:00 to 16:00 weekdays.

Copies of the detailed announcement may be requested by emailing or calling 083 912 2300.

This short-form announcement does not include the information required pursuant to paragraph 16A(j) of IAS 34. This short-
form announcement is itself not reviewed or audited but is extracted from the underlying reviewed information.

The key audit matters (pursuant to IAS 701) can be viewed via the full joint independent auditors' audit report and the annual
financial statements at

The group's results are presented in line with the group's operational structure. This is South Africa, Nigeria, the Southern
and East Africa and Ghana (SEAGHA) region, the West and Central Africa (WECA) region and the Middle East and North Africa
(MENA) region and their respective underlying operations.

The SEAGHA region includes Ghana, Uganda, Zambia, Rwanda, South Sudan, Botswana (joint venture-equity accounted),
eSwatini (joint venture-equity accounted) and Business Group. The WECA region includes Cameroon, Ivory Coast, Benin,
Congo-Brazzaville, Liberia, Guinea Conakry and Guinea Bissau. The MENA region includes Iran (joint venture-equity
accounted), Syria, Sudan, Yemen, and Afghanistan. The operation in Cyprus was disposed of and is no longer included in the
results effective 4 September 2018.

Although Iran, Botswana and eSwatini form part of their respective regions geographically and operationally, they are
excluded from their respective regional results because they are equity accounted for by the group.

Group president and CEO, Rob Shuter comments:
"In 2019, the 25-year anniversary of MTN Group, we delivered solid operational execution and
commercial momentum across most of our operations as well as a number of innovations that support
greater digital and financial inclusion.

In challenging trading conditions, we maintained operating leverage with a 9,8%* increase in service
revenue and a 13,6%* increase in EBITDA. The group's EBITDA margin improved by 1,2 pp* to 35,5%*
on an IAS 17 basis, in line with our medium-term guidance. Our holding company leverage remained
stable at 2,2x and we reduced our capex intensity to 17,5%, from 19,3%, also on an IAS 17 basis.

The group's results were supported by double-digit growth in service revenue by both MTN Nigeria and
MTN Ghana, while economic pressure, new data usage rules and a reassessment of recognition criteria
for roaming revenue from Cell C impacted our performance in South Africa.

We advanced our work to build a digital operator, adding 18,2 million subscribers to reach a total base
of 251 million, and recording 95 million active data users and 35 million active MoMo users. This
growth is central to our belief that everyone deserves the benefits of a modern connected life. In
support of this, we launched a $20 smartphone during the year, following on from our $20 smart
feature phone developed in 2018.

To ensure Africa doesn't miss out on the instant messaging revolution, we launched our own instant
messaging platform, Ayoba, in March 2019. Ayoba is now live in 12 markets and has registered two
million monthly active users. Broadening our fintech offering remains a priority, and MoMo is now live
in South Africa. In Nigeria, we received our super-agent licence and by December 2019 had 108 000
registered agents.

We delivered approximately R14 billion of asset realisations within the first 12 months of our three-
year R15 billion asset realisation programme. We moved towards more localisation of operations,
most notably with the listing of MTN Nigeria, and recorded progress on various regulatory issues,
including the AGF matter on taxes in Nigeria. Relationships with stakeholders across our markets
improved, and we reported our highest employee engagement score yet.

Inspired to harness the pioneering spirit that has built MTN over the last 25 years we remain committed
to delivering on our strategy in a more agile way in close collaboration with our many partners, with
whom we are #GoodTogether.

Given the progress and momentum we are seeing in our commercial, financial and strategic initiatives,
we have enhanced our medium-term guidance framework. While we maintain our medium-term
service revenue, EBITDA, capex and ROE objectives, we are increasing our medium-term (3-5 years)
targets for our asset realisation programme to at least a further R25 billion and are reducing our
holding company leverage target ratio to below 2,0x."

Basic earnings per share increased to 499 cents from 485 cents. These were negatively impacted by
77 cents or 13,4% because of the adoption of IFRS 16.

The board has declared a gross final dividend of 355 cents per share, bringing the total dividend for
the year to 550 cents per share, up 10% from prior year.

Declaration of final ordinary cash dividend
Notice is hereby given that a gross final dividend of 355 cents per share for the period to 31 December
2019 has been declared and will be paid out of reserves. The number of ordinary shares in issue at the
date of this declaration is 1 884 269 758 (including 9 426 634 treasury shares held by MTN Holdings
and 76 835 378 shares held by MTN Zakhele Futhi).

The dividend will be subject to a maximum local dividend tax rate of 20% which will result in a net
dividend of 284 cents per share to those shareholders who bear the maximum rate of dividend
withholding tax of 71 cents per share. The net dividend per share for the respective categories of
shareholders for the different dividend tax rates is as follows:
    * 0%                 355,00 cents per share
    * 5%                 337,25 cents per share
    * 7,5%               328,38 cents per share
    * 10%                319,50 cents per share
    * 12,5%              310,63 cents per share
    * 15%                301,75 cents per share
These different dividend tax rates are a result of the application of tax rates in various double-taxation
agreements as well as exemptions from dividend tax.

MTN Group Limited's tax reference number is 9692/942/71/8. In compliance with the requirements
of Strate, the electronic settlement and custody system used by the JSE Limited, the salient dates
relating to the payment of the dividend are as follows:

 Declaration date                                           Wednesday, 11 March 2020

 Last day to trade cum dividend on the JSE                  Tuesday, 31 March 2020

 First trading day ex dividend on the JSE                   Wednesday, 1 April 2020

 Record date                                                Friday, 3 April 2020

 Payment date                                               Monday, 6 April 2020

No share certificates may be dematerialised or re-materialised between Wednesday, 1 April 2020
and Friday, 3 April 2020, both days inclusive. On Monday, 6 April 2020 the dividend will be
transferred electronically to the bank accounts of certificated shareholders who make use of this

In respect of those who do not use this facility, cheques dated Monday, 6 April 2020 will be posted
on or about this date. Shareholders who hold dematerialised shares will have their accounts held by
the Central Securities Depository Participant or broker credited on Monday, 6 April 2020.

Prospects and guidance

Well positioned to deliver growth
Our markets are growth markets. Our infrastructure and investments, our established leading position
as well as the characteristics of our markets - including significant population growth, low levels of
smartphone penetration and data and digital adoption as well as large unbanked populations - ensure
that we are well positioned for growth.

Guided by our well-defined BRIGHT strategy, we are optimising efficiencies, capex and cashflow as
well as creating sustainable economic value, enhancing sustainable societies and ensuring eco-
responsibility as we build a digital operator.

Following data price reductions in South Africa and Nigeria in 2019, we expect price elasticity to
improve data revenue growth in 2020. In Nigeria, expansion of our 4G network and migration of
incidental to active data users remain key priorities to drive data revenue growth.

We continue to work towards obtaining a payment service banking licence in Nigeria. We will further
scale the basic mobile financial services products, deepen advanced services as well as increase our
merchant base, as part of our plans to build a fintech ecosystem. Having met our initial milestone in
Nigeria, we will sustain this momentum to grow our network of agents to 300 000 in 2020.

We will further strengthen and grow our digital offerings. We plan to continue to roll out Ayoba into
our markets. We will also integrate payments into the Ayoba service as part of our broadening of the
fintech business, as well as integrating Ayoba into MTN segmented offers. After launching our time-
based music streaming service MusicTime! in six of our markets, we will expand market coverage and
improve the offerings as well as build our digital marketing business.

In 2020 we will continue to invest in our networks to ensure we are ready for the digital revolution
and plan to increase our capex spend by 13% to R28,5 billion.

Medium-term guidance
Given the pleasing progress and momentum we are seeing in our commercial, financial and strategic
initiatives, we have reviewed and enhanced our medium-term (3 - 5 years) guidance framework.

We will maintain our target of double-digit growth in group service revenue in constant currency
terms, MTN Nigeria's service revenue to grow above inflation with double-digit growth, and mid-
single-digit growth in service revenue from MTN South Africa.

Over this period, we expect to continue to improve our group EBITDA margin through our ongoing
efficiency programmes and delivering on our ROE target.

By leveraging historical investments, improved procurement processes and an increasing revenue
contribution from our digital businesses, we expect the group capex intensity to improve steadily over
the medium term on an IFRS reported basis.

Our asset realisation programme (ARP) has performed better than anticipated. We have therefore
revised our medium-term target to secure at least a further R25 billion in asset realisations over the
medium-term. This is within the context of our localisation ambitions, MTN's portfolio of assets that
have been identified as not long-term strategic and market conditions being conducive. We have
further revised our holdco leverage ratio to  below 2,0x' and remain focused on delivering on our
capital allocation priorities as previously communicated.

The board remains committed to targeting growth of 10% to 20% in the dividend.

We note the developments around the Coronavirus outbreak, which has been an unexpected shock
for China's economy, as well as the global economy. While we acknowledge its potential impact on
our supply chain, we continue to monitor developments and are developing contingency plans to
mitigate the impact. Having assessed the impact on our supply chain, and assuming current conditions
do not worsen, we do not currently anticipate a material impact on our near-term network rollout

Management succession
The MTN group president and CEO Rob Shuter will step down from his role at the end of his fixed four-
year contract in March 2021. Under his leadership significant progress has been made, including
establishing and effectively communicating a clear vision and strategy, driving the resolution of a
number of complex matters and delivering significant improvements in transformation, operational
performance and staff morale.

The MTN board thanks Rob for the contribution he has made, and continues to make, to MTN. The
board, led by the chairman, will manage the succession process and expects to conclude this during
the year, thus enabling a seamless handover.

In other changes, the group chief technology and IT officer Charles Molapisi has been appointed to
the group executive committee, reporting to the group president and CEO and the fixed contract of
the group chief operations officer, Jens Schulte-Bockum, has been extended until 31 March 2022.

10 March 2020

Date of Release 11 March 2020

Lead sponsor

Tamela Holdings Proprietary Limited

Joint sponsor

JP Morgan Equities South Africa Proprietary Limited

Date: 11-03-2020 07:05:00
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