Notice of the nineteenth annual general meeting

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:

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.

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 is hereby given to shareholders, as at the record date of Friday, 14 March 2014, that the nineteenth annual general meeting of shareholders of MTN Group will be held in the Auditorium, Phase II, Level 0, 216 – 14th Avenue, Fairland, Gauteng, on Tuesday, 27 May 2014 at 14:30 (South African time), to (i) consider and, if deemed fit, 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), and (ii) deal with such other business as may lawfully be dealt with at the meeting, which meeting is to be participated in and voted at by shareholders as at the record date of Friday, 16 May 2014 (as contemplated in section 62(3)(a), read with section 59 of the Companies Act). The last date to trade to be entitled to participate in and vote at the meeting is Friday, 9 May 2014.

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, driving licences and passports.

When reading the resolutions that follow, please refer to the explanatory notes for annual general meeting resolutions on pages 99 to 102 of this notice.

For the purposes hereof “Group” shall bear the meaning assigned to it by the JSE Limited Listings Requirements (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, if any.

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 2013, have been distributed as required and will be presented to shareholders.

The complete annual financial statements are available on .

The Company and its subsidiaries are pleased to present the social and ethics report, which details the activities of the social and ethics committee for the year ended
31 December 2013.

To re-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 and, subject to an evaluation by the nominations committee, may offer themselves for re-election.

“Resolved that KP Kalyan, 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”;

“Resolved that MJN Njeke, 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”;

“Resolved that J van Rooyen, 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”;

“Resolved that JHN Strydom, who has served on the board as a non-executive director for an aggregate period in excess of nine years, 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”;

“Resolved that AF van Biljon, who has served on the board as a independent non-executive director for an aggregate period in excess of nine years, 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”;

“Resolved that PF Nhleko, who retires by virtue of his appointment to fill a casual vacancy subsequent to the preceding annual general meeting in terms of the memorandum of incorporation of the Company and who is eligible and available for election, is elected as a director of the Company” ;

“Resolved that BD Goschen, who retires by virtue of his appointment to fill a casual vacancy subsequent to the preceding annual general meeting in terms of the memorandum of incorporation of the Company and who is eligible and available for election, is elected as a director of the Company.”

Biographical details in respect of each director standing for re-election and election are set out on pages 22 to 23 of the integrated report.

Ordinary resolutions number 2. 1 to 2. 4:
Election of audit committee

“Resolved that AF van Biljon is elected as 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. 5”;

“Resolved that J van Rooyen is elected as 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 1. 3”;

“Resolved that NP Mageza is elected as a member of the audit committee, with effect from the end of this meeting, in terms of section 94(2) of the Companies Act”;

“Resolved that MJN Njeke is elected as 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 1. 2.

“Resolved that PricewaterhouseCoopers Inc. and SizweNtsalubaGobodo Inc. are reappointed as joint auditors of the Company (for the financial year ending
31 December 2014) until the conclusion of the next annual general meeting. ”

“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 and issue shares and grant options over shares and to undertake to allot and issue shares and grant options over 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 next 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 trustees for their services as directors and members of committees), as set out in the remuneration report contained in the integrated report on  pages 36 and 37 .

“Resolved, in terms of article 73(b) of the memorandum of incorporation of the Company and subject to the terms thereof, that the non-executive directors’ remuneration, payable quarterly in arrears, be increased with immediate effect as set out below”:

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, exco, 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 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.

The board has considered the impact of a repurchase or purchase, as the case may be, of up to 10% of the Company’s shares, which falls within the amount permissible under a general authority in terms of the JSE Listings Requirements and, in respect of acquisitions by subsidiaries of the Company, the Companies Act.

Should the opportunity arise and should the directors deem it to be advantageous to the Company, or any of its subsidiaries, to repurchase or purchase, as the case may be, such shares, it is considered appropriate that the directors (and relevant subsidiaries) be authorised to repurchase or purchase, as the case may be, the Company’s shares.

“Resolved that the Company, and/or a subsidiary of the Company, is authorised to repurchase or purchase, as the case may be, shares issued by the Company, from any person, upon such terms and conditions and in such number as the directors of the Company or the subsidiary may from time to time determine, including that such shares be repurchased or purchased from the capital redemption reserve fund, but subject to the applicable requirements of the Company’s memorandum of incorporation, the Companies Act and the JSE Listings Requirements, each as presently constituted and as amended from time to time; and subject further to the restriction that the repurchase or purchase, as the case may be, by the Company and/or any of its subsidiaries, of shares in the Company of any class under this authority shall not, in aggregate in any one financial year, exceed 10% of the shares in issue in such class as at the commencement of such financial year. ”

It is recorded that, as at the last practicable date, the JSE Listings Requirements provide, inter alia, that the Company or any subsidiary of the Company may only make a general repurchase of the shares in the Company if:

1.	any such repurchase of shares is effected through the order book operated by the trading system of the JSE Limited (JSE) and done without any prior understanding or arrangement between the Company and the counterparty (reported trades are prohibited);
2.	authorisation thereto is given by the Company’s memorandum of incorporation;
3.	at any point in time, the Company may only appoint one agent to effect any repurchase(s) on its behalf;
4.	the general authority shall be valid only until the Company’s next annual general meeting or 15 months from the date of passing of this special resolution, whichever is earlier;
5.	a resolution by the board that it authorises the repurchase, that the Company and its subsidiaries have passed the solvency and liquidity test and that from the time that the test was performed there have been no material changes to the financial position of the Group;
6.	when the Company or a subsidiary of the Company has cumulatively repurchased 3% of any class of the Company’s shares in issue on the date of passing of this special resolution (the initial number), and for each 3% in aggregate of that class of shares acquired thereafter, in each case in terms of this resolution, an announcement shall be published on Stock Exchange News Services (SENS) and in the press as soon as possible and not later than 08:30 on the second business day following the day on which the relevant threshold is reached or exceeded, and the announcement shall comply with the requirements of the JSE Listings Requirements in this regard;
7.	the Company or its subsidiaries may not repurchase any of the Company’s shares during a prohibited period as defined in the JSE Listings Requirements, unless they have in place a repurchase programme where the dates and quantities of securities to be traded during the relevant period are fixed (not subject to any variation) and full details of the programme have been disclosed in an announcement on SENS prior to the commencement of the prohibited period;
8.	no repurchases may be made at a price which is greater than 10% above the weighted average of the market value for the securities for the five business days immediately preceding the date on which the transaction is effected (the maximum price). The JSE will be consulted for a ruling if the Company’s securities have not traded in such a five-day period; and
9.	if the Company enters into derivative transactions that may or will result in the repurchase of shares in terms of this general authority, such transactions will be subject to the requirements in paragraphs 2, 3, 4 and 7 (subject to certain exceptions) above, and the following requirements: (a) The strike price of any put option written by the Company less the value of the premium received by the Company for that put option may not be greater than the fair value of a forward agreement based on a spot price not greater than the maximum price in paragraph 8 above. (b) The strike price of any call option may be greater than the maximum price in paragraph 8 at the time of entering into the derivative agreement, but the Company may not exercise the call option if it is more than 10% “out the money”. (c) The strike price of the forward agreement may be greater than the maximum price in paragraph 8 but limited to the fair value of a forward agreement calculated from a spot price not greater than such maximum price.
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 consolidated annual Group 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.
•	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 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 report, in which this notice of the annual general meeting is incorporated, at the places indicated:
•	Directors and management – refer to pages 22 and 23 of the integrated report.
•	Major shareholders – refer to page 136 of the .
•	Directors’ interests in securities – refer to pages 119 and 120 of the .
•	Share capital of the Company – refer to page 63 of the .

The directors, whose names are set out on pages 22 and 23 of the integrated 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 threatening 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 except for the legal action instituted by Turkcell Iletisim Hizmetleri AS and East Asian Consortium B. V ( The Plaintiffs). In November 2013, the Plaintiffs filed a lawsuit against the Company, MTN International (MTNI) and others in the South Gauteng High Court of South Africa, seeking damages of approximately US$4, 2 billion plus interest. Its claim arose from substantially the same allegations on which it founded US proceedings against MTN in early 2012. Those were related to Turkcell subsidiary East Asian Consortium’s (EAC) unsuccessful effort to obtain the second GSM licence in Iran during 2005. Turkcell had withdrawn its claims in the US proceedings on 1 May 2013. Turkcell’s allegations were investigated by a special committee appointed by the MTN board (the Hoffmann Committee) and its findings reported by MTN to stakeholders in February 2013. After a thorough examination of Turkcell’s allegations and consideration of the available evidence, the Hoffmann Committee concluded that the allegations were unfounded. MTN will continue to vigorously defend any proceedings instituted by Turkcell in respect of such matter.

At the date of completing this notice, there have been no material changes in the financial or trading position of the Company and its subsidiaries that have occurred since 31 December 2013.

The directors intend, should the proposed authority be granted to them under this resolution, to use such authority to continue, at appropriate times, to repurchase shares on the open market and thereby to more efficiently utilise cash on hand.

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, through the JSE’s order book, as contemplated in section 48(8)(a) of the Companies Act, shares disposed of by a director or prescribed officer of the Company or a person related to a director or prescribed officer of the Company.

“Resolved that, to the extent required by the Companies Act, the board of directors of the Company may, subject to compliance with the requirements of the Company’s memorandum of incorporation, the Companies Act, each as presently constituted and as amended from time to time, authorise the Company to provide direct or indirect financial assistance by way of loan, guarantee, the provision of security or otherwise, to:

Resolved that to the extent required by the provisions of the Companies Act, the JSE Listings Requirements and the memorandum of incorporation of the Company, the Company is hereby authorised by way of a specific authority, to repurchase its own ordinary shares by acquiring 22 337 752 ordinary shares which are held as treasury shares by Mobile Telephone Networks Holdings Proprietary Limited (MTN Holdings), a wholly owned subsidiary of the Company.

The acquisition of the Company’s shares will not exceed 5% of the issued shares of any class of the Company’s shares as at the commencement of such financial year.

It is recorded that, as at the last practicable date the JSE Listings Requirements provide, inter alia, that the Company or any subsidiary of the Company may only make the specific repurchase of the shares in the Company if:

The board of the Company, by resolution, has acknowledged that it has applied the solvency and liquidity test, as set out in section 4 of the Companies Act, and has reasonably concluded that the Company will satisfy the solvency and liquidity test immediately after completing the proposed distribution.

Section 4 of the Companies Act provides that a company satisfies the solvency and liquidity test at a particular time if, considering all reasonably foreseeable financial circumstances of the company at that time: (i) the assets of the company, as fairly valued, equal or exceed the liabilities of the company, as fairly valued; and (ii) it appears that the company will be able to pay its debts as they become due in the ordinary course of business for a period of 12 months following that distribution.

In applying the solvency and liquidity test, the board has assumed (i) that MTN Holdings will hold not more than 22 337 752 shares; and (ii) that the repurchase will be effected at a price per share of not more than R208, 73 per share.

Further information on the specific repurchase, in accordance with the JSE Listings Requirements, is given in the Appendix to the AGM notice.

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.

All the 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 all of them to attend the meeting. In view of this fact and because voting on resolutions at annual general meetings of the 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 the annual general meeting 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.

A shareholder entitled to attend and vote at the meeting is entitled to appoint one or more proxies 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 which sets out the relevant instructions for its completion is attached for use by certificated shareholders and dematerialised shareholders with “own name” registration 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 South African transfer secretaries at the addresses given below by not later than 14:30 (South African time) on Friday, 23 May 2014.

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, 23 May 2014.

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.

By order of the board

SB Mtshali
Group secretary

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