Notice of the seventeenth annual general meeting

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

This document is important and requires your immediate attention

If you are in any doubt about what action you should take, consult your broker, Central Securities Depository Participant (CSDP), legal adviser, banker, financial adviser, accountant or other professional adviser immediately.

If you have disposed of all your shares in MTN Group, please forward this document, together with the enclosed form of proxy, to the purchaser of such shares or the broker, banker or other agent through whom you disposed of such shares.

Included in this document are:

	The notice of meeting, setting out the resolutions to be proposed thereat, together with explanatory notes. There are also guidance notes if you wish to attend the meeting (for which purpose the meeting location map is included) or to vote by proxy.
	A proxy form for use by shareholders holding MTN Group ordinary shares in certificated form or recorded in sub-registered electronic form in “own name”.

Shareholders on the MTN Group share register who have dematerialised their ordinary shares through STRATE, other than those whose shareholding is recorded in their “own name” in the sub-register maintained by their CSDP, and who wish to attend the meeting in person, will need to request their CSDP or broker to provide them with the necessary authority to do so in terms of the custody agreement entered into between the dematerialised shareholders and their CSDP or broker.

A shareholder (including certificated shareholders and dematerialised shareholders who hold their shares with “own name” registration) who is entitled to attend and vote at the meeting is entitled to appoint a proxy to attend, participate in and vote at the meeting in the place of the shareholder. A proxy does not have to be a shareholder of the Company but must be an individual.

The appointment of a proxy will not preclude the shareholder who appointed that proxy from attending the annual general meeting and participating and voting in person thereat to the exclusion of any such proxy. A form of proxy for use at the meeting is attached.

NOTICE TO SHAREHOLDERS: ANNUAL GENERAL MEETING (AGM)

Notice is hereby given to shareholders as at the record date of 13 April 2012, that the seventeenth annual general meeting of shareholders of the MTN Group will be held in the Auditorium, Phase II, Level 0, 216 – 14th Avenue, Fairland, Gauteng, on Tuesday, 29 May 2012 at 14:30 (South African time), to (i) deal with such other business as may lawfully be dealt with at the meeting and (ii) consider and, if deemed fit, to pass, with or without modification, the following ordinary and special resolutions, in the manner required by the Companies Act, 71 of 2008, as amended (“Companies Act”), as read with the JSE Limited Listings Requirements (“JSE Listings Requirements”), which meeting is to be participated in and voted at by shareholders as at the record date of 18 May 2012 (as contemplated in section 62(3)(a), read with section 59 of the Companies Act); and (ii) deal with such other business as may be lawfully dealt with at the meeting:

NB: Section 63(1) of the Companies Act – Identification of meeting participants

Kindly note that meeting participants (including proxies) are required to provide reasonably satisfactory identification and evidence of authority (where applicable) before being entitled to attend or participate in a shareholders’ meeting. Forms of identification include valid identity documents, driver’s licences and passports.

When reading the resolutions below, please refer to the explanatory notes for AGM resolutions on pages 224 to 226.

For the purposes hereof “Group” shall bear the meaning assigned to it by the JSE Listings Requirements, which defines “Group” as a holding company, not itself being a wholly owned subsidiary, together with all companies which are its subsidiaries.

Presentation of annual financial statements

The consolidated audited annual financial statements of the Company and its subsidiaries (as approved by the board of directors of the Company), including the directors’ report, the audit committee report and the external auditors’ report for the year ended 31 December 2011, have been distributed as required and will be presented to shareholders.

The complete annual financial statements are set out on pages 88 to 207 of the integrated business report.

1.	ORDINARY RESOLUTION NUMBER 1.1 to 1.4:
	Re-election of directors To elect by separate resolutions directors of the Company in accordance with the Companies Act and the Company’s memorandum of incorporation which provides that at least one-third of the directors, being those longest in office at the date of the annual general meeting, should retire, but that such directors may offer themselves for re-election.
1.1	Ordinary resolution number 1.1
	“Resolved that AP Harper, who retires by rotation in terms of the memorandum of incorporation of the Company and who is eligible and available for re-election, is re-elected as a director of the Company”; and
1.2	Ordinary resolution number 1.2
	“Resolved that MLD Marole, who retires by rotation in terms of the memorandum of incorporation of the Company and who is eligible and available for re-election, is re-elected as a director of the Company”; and
1.3	Ordinary resolution number 1.3
	“Resolved that NP Mageza, who retires by rotation in terms of the memorandum of incorporation of the Company and who is eligible and available for re-election, is re-elected as a director of the Company”; and
1.4	Ordinary resolution number 1.4
	“Resolved that AF van Biljon, who retires by rotation in terms of the memorandum of incorporation of the Company and who is eligible and available for re-election, is re-elected as a director of the Company.” A brief CV in respect of each director standing for re-election appears on pages 16 and 19 of the integrated business report.
2.	ORDINARY RESOLUTION NUMBER 2.1 to 2.4:
	Appointment of audit committee
2.1	Ordinary resolution number 2.1
	“Resolved that AF van Biljon be elected a member and chairperson of the audit committee, with effect from the end of this meeting in terms of section 94(2) of the Companies Act, subject to his re-election as a director pursuant to ordinary resolution number 1.4”; and
2.2	Ordinary resolution number 2.2
	“Resolved that J van Rooyen be elected a member of the audit committee, with effect from the end of this meeting in terms of section 94(2) of the Companies Act”; and
2.3	Ordinary resolution number 2.3
	“Resolved that NP Mageza be elected a member of the audit committee, with effect from the end of this meeting in terms of section 94(2) of the Companies Act, subject to his re-election as a director pursuant to ordinary resolution number 1.3”; and
2.4	Ordinary resolution number 2.4
	“Resolved that MJN Njeke be elected a member of the audit committee, with effect from the end of this meeting in terms of section 94(2) of the Companies Act.”
3.	ORDINARY RESOLUTION NUMBER 3:
	Reappointment of joint independent auditors “Resolved that PricewaterhouseCoopers Inc. and SizweNtsalubaGobodo Inc are reappointed as joint auditors of the Company (for the financial year ending 31 December 2012) until the conclusion of the next annual general meeting.”
4.	ORDINARY RESOLUTION NUMBER 4:
	General authority to directors to allot and issue ordinary shares “Resolved that, as required by and subject to the Company’s memorandum of incorporation, and subject to the provisions of the Companies Act and the JSE Listings Requirements, each as presently constituted and as amended from time to time, the directors are authorised, as they in their discretion think fit, to allot, issue and grant options over shares and to undertake to allot, issue and grant options over shares
	representing not more than 10% of the number of ordinary shares in issue as at 31 December 2011 (i.e. 188 481 157 ordinary shares); separately, such shares as have been reserved to be allotted and issued by the Company in terms of its share and other employee incentive schemes (i.e. 5% of the unissued ordinary shares), from the authorised but unissued ordinary shares of 0,01 cent each in the share capital of the Company, such authority to endure until the forthcoming annual general meeting of the Company (whereupon this authority shall lapse, unless it is renewed at the aforementioned annual general meeting), provided that it shall not extend beyond 15 months of the date of this meeting.”

ADVISORY ENDORSEMENT
Endorsement of the remuneration philosophy (policy)

To endorse, through a non-binding advisory vote, the Company’s remuneration policy (excluding the remuneration of the non-executive directors and the members of board and statutory committees for their services as directors and members of committees), as set out in the Remuneration Report contained in the integrated business report on pages 58 and 73.

SPECIAL RESOLUTIONS

Special resolution number 1 is proposed in order to comply with the requirements of the Companies Act and the Company’s memorandum of incorporation. The above rates have been determined to ensure that the remuneration of non-executive directors remains competitive in order to enable the Company to retain and attract persons of the calibre, appropriate capabilities, skills and experience required in order to make meaningful contributions to the Company, given its global footprint and growth rate.

In arriving at the proposal set out in special resolution number 1, the Group president and CEO, in consultation with the Group chief human resources and corporate affairs officer, conducted a review of the remuneration paid to non-executive directors and other non-executive office bearers, based on data provided by independent remuneration specialists and benchmarked against comparable South African companies with international operations. The remuneration and human resources committee considered the revised remuneration proposal in detail and, after consensus, recommended the remuneration proposal to the board, which sanctioned the proposal for recommendation to shareholders.

The proposed remuneration is considered to be fair and reasonable and in the best interests of the Company.

After considering the effects of such maximum repurchase:

	the Company and the Group will be able in the ordinary course of business to pay its debts for a period of 12 months after the date of the notice of the annual general meeting;
	the assets of the Company and the Group will be in excess of the liabilities of the Company and the Group for a period of 12 months after the date of the notice of the annual general meeting. For this purpose, the assets and liabilities should be recognised and measured in accordance with the accounting policies used in the latest audited group annual financial statements;
	the share capital and reserves of the Company and the Group will be adequate for ordinary business purposes for a period of 12 months after the date of the notice of the annual general meeting; and
	the working capital of the Company and the Group will be adequate for ordinary business purposes for a period of 12 months after the date of the notice of the annual general meeting.

For the purpose of considering the special resolution number 2 and in compliance with paragraph 11.26 of the JSE Listings Requirements, the information listed below has been included in the integrated business report, in which this notice of annual general meeting is included, at the places indicated:

	directors and management – refer to pages 16 to 19 and pages 20 and 21 of this report;
	major shareholders – refer to page 207 of this report;
	directors’ interests in securities – refer to page 72 of this report;
	share capital of the Company – refer to page 141 of this report.

The directors, whose names are set out on pages 16 to 19 of this report, collectively and individually accept full responsibility for the accuracy of the information contained in this special resolution and certify that to the best of their knowledge and belief, there are no other facts, the omission of which would make any statement false or misleading, and that they have made all reasonable enquiries in this regard.

There are no legal or arbitration proceedings (including any such proceedings that are pending or threatened of which the Company is aware), which may have or have had a material effect on the Company’s financial position over the last 12 months.

At the date of completing this notice, being March 2012, there have been no material changes in the financial or trading position of the Company and its subsidiaries that have occurred since December 2011.

At the present time, the directors have no specific intention with regard to the utilisation of this authority, which will be used only if the circumstances are appropriate.

A general repurchase or purchase, as the case may be, of the Company’s shares shall only take place after the JSE has received written confirmation from the Company’s sponsor in respect of the directors’ working capital statement.

This authority includes an authority, by special resolution, to repurchase shares from a director or prescribed officer of the Company through the JSE’s order book, as required under section 48(8)(a) of the Companies Act.

Voting

All ordinary resolutions will, in terms of the Companies Act, require the support of more than 50% of the voting rights of shareholders exercised thereon to be approved.

In order for special resolution number 2 to be approved, the support of at least 75% of the votes cast by all equity securities holders present or represented by proxy at the annual general meeting convened to approve such resolution, is required in terms of the JSE Listings Requirements. The remaining special resolutions will, in terms of the Companies Act, require the support of at least 75% of the total voting rights exercised thereon at the meeting to be approved.

The directors of the Company decided in 2006 that in order to reflect more accurately the views of all shareholders and best practice, all resolutions and substantive decisions at the annual general meeting were to be put to a vote on a poll, rather than being determined simply on a show of hands. MTN Group has a large number of shareholders and it is not possible for them all to attend the meeting. In view of this and because voting on resolutions at annual general meetings of MTN Group is regarded as of high importance, putting all resolutions to a vote on a poll takes account of the wishes of those shareholders who are unable to attend the meeting in person, but who have completed a form of proxy. A vote on a poll also takes into account the number of shares held by each shareholder, which the board believes is a more democratic procedure. This year, all resolutions will again be proposed to be put to vote on a poll.

Voting at this year’s AGM will be undertaken electronically. An electronic voting handset will be distributed before the start of the meeting to all shareholders who attend in person and are eligible to vote. The registrars will identify each shareholder’s individual shareholding so that the number of votes that each shareholder has at the meeting will be linked to the number of votes which each shareholder will be able to exercise via the electronic handset. Shareholders who have completed and returned forms of proxy will not need to vote using a handset at the meeting unless they wish to change their vote.

Proxies

A shareholder entitled to attend and vote at the meeting is entitled to appoint a proxy to attend, participate in and vote at the meeting in the place of the shareholder. A proxy need not also be a shareholder of the Company.

A form of proxy, in which are set out the relevant instructions for its completion, is attached for use by certificated shareholders and dematerialised shareholders with “own name” registration of the Company who wish to appoint a proxy. The instrument appointing a proxy and the authority, if any, under which it is signed must be received by the Company or its South African transfer secretaries at the addresses given below by not later than 14:30 (South African time) on Friday, 25 May 2012.

All beneficial owners of shares who have dematerialised their shares through a CSDP or broker, other than those shareholders who have dematerialised their shares in “own name” registration, and all beneficial owners of shares who hold certificated shares through a nominee, must provide their CSDP, broker or nominee with their voting instructions. Voting instructions must reach the CSDP, broker or nominee in sufficient time and in accordance with the agreement between the beneficial owner and the CSDP, broker or nominee, as the case may be, to allow the CSDP, broker or nominee to carry out the instructions and lodge the requisite authority by 14:30 (South African time) on Friday, 25 May 2012.

Should such beneficial owners, however, wish to attend the meeting in person, they may do so by requesting their CSDP, broker or nominee to issue them with appropriate authority in terms of the agreement entered into between the beneficial owner and the CSDP, broker or nominee, as the case may be.

Shareholders who hold certificated shares in their own name and shareholders who have dematerialised their shares in “own name” registration must lodge their completed proxy forms at the registered office of the Company or with the Company’s South African transfer secretaries at the address below not later than 14:30 (South African time) on Friday, 25 May 2012.

By order of the board

SB Mtshali
Company secretary
March 2012

Business address and registered office
216 – 14th Avenue
Fairland, 2195
Private Bag X9955, Cresta, 2118

South African transfer secretaries
Computershare Investor Services (Proprietary) Limited
Registration number 2004/003647/07
70 Marshall Street, Johannesburg, 2001
PO Box 61051, Marshalltown, 2107
Fax number: +27 11 688 5238

Shareholder communication
Computershare Investor Services (Proprietary) Limited
Registration number 2004/003647/07
70 Marshall Street, Johannesburg, 2001
PO Box 61051, Marshalltown, 2107
Toll‑free: 0800 202 360
Tel: +27 11 870 8206 (International)
Fax number: +27 11 688 5238