MTN Group Limited Integrated Report for the year ended 31 December 2015

Our people and their remuneration

Review of 2015

Outlook for 2016

Revised Group operating structure and key leadership changes

Overview of our people

Engagement and culture

A diverse African and Middle Eastern company

Building an organisation for the future

Talent and learning

People performance management

Best practices

Our remuneration philosophy

Our remuneration policy

Our reward principles

The remuneration and human resources committee

Our remuneration structure

Annual fixed package

Executive pay composition

Performance-based incentives

Short-term incentives

Long-term incentive schemes (LTIs)

Non-executive director remuneration

Employment contracts

Restraint of trade and notice period

Directors’ emoluments

Remuneration committee chairman’s report

Our people

Remuneration report

Local employees

Expatriate employees

Annual performance bonus

Description of performance criteria

2015 performance bonus reviews

Minimum guaranteed payment

Case studies for three levels at Group

Executive bonus parameters

Executive directors’ bonus calculations

MTN operations’ bonus declarations

Share Option Scheme (SOS)

Share Appreciation Rights Scheme (SARS) and Share Rights Plan (SRP)

Performance Share Plan (PSP)

Employee Share Ownership (ESOP)

MTN non-equity schemes for employees in non-listed operations outside South Africa

Group president and CEO (executive director)

Chief financial officer (executive director)

Prescribed officers

Emoluments, equity compensation and dealings in ordinary shares

It is my pleasure to present our people and their remuneration report for 2015. This year, we have included a section on our people as part of the remuneration report to provide more detail on how we manage our people and the context for the remuneration decisions we took given some of the challenges we faced in the year.

In 2015, the remuneration committee felt the impact of the challenging operating environment across our markets. A key challenge in the year was the industrial strike action in MTN South Africa related to employees not receiving bonuses as a result of the operation not meeting its bonus criteria for the 2014 financial year.

Unfavourable economic conditions, continued price competition, a tough regulatory environment and a rapidly evolving sector required a comprehensive review of our people management. The key initiatives taken in light of these challenges in 2015 included:

A reduction in the pool of funds for incentive schemes as a result of lower returns from our investments coupled with cost pressures;
For the first time, most of our operations did not meet their minimum financial targets resulting in no incentives being paid;
A review of compliance and regulatory requirements across our operations; and
Impactful, transparent and simplified engagements with various stakeholders including employees, governments and social partners.

Despite these challenges, we achieved a moderate year-on-year improvement in people management indicators including voluntary staff turnover rates, engagement scores, and positive signs of culture change. We also made progress in the development and investment commitments to our talent. To drive accountability at key managerial levels, we reviewed our performance management rules to better align the setting and measurement of performance with the corresponding reward to include other levels below the executive line.

Delivering on our new digital plans required revised governance and we made a number of executive appointments to enable optimum governance across our operations.

We expect to feel the impact of decisions taken in the year in 2016 and the years ahead. Some of the planned initiatives which will redefine how we work, where we work, and – more importantly – how we drive productivity, incentivise employees and boost staff morale include:

Reviewing our incentives for robustness to foster higher performance and filter poor performance through the appropriate exit channels;
We will continue to emphasise to our entire workforce the importance of customer service delivery as a non‑negotiable expectation in all customer dealings;
We will look into alternative sourcing tactics to bolster our talent pipeline with those skills necessary to execute business strategy;
Effective cost-saving measures will remain a priority; and
We will engage in regular and honest communication with our people on pertinent business topics, including regular company performance updates, incentive model reviews, and regulatory changes, and a holistic employee value proposition for talent attraction and retention.

Critical to our success will be to keep employee morale high in 2016 and beyond, while we transform our operating model. As we execute on our 2016 people plans, the wellbeing of our employees will remain critical.

I wish to thank all executives, the management team and all employees for their efforts during a challenging year.

Alan Harper
2 March 2016

At MTN we believe that the investment we make in our people is fundamental to achieving our strategy and improving our competitive edge. Employee engagement and development is essential to ensure that we deliver the best customer experience and increase our business performance.

2015 was a challenging year for MTN with regards to people. The year began with the continuation of the Ebola outbreak in West Africa and the civil strife across the Middle East. The strike at MTN South Africa and the changes in leadership following the imposition of the fine on MTN Nigeria caused further people challenges that required us to respond quickly and effectively to ensure that our people remained engaged and focused on our strategy.

Following the fine in Nigeria, we reviewed the Group’s operating structure with a view to strengthening operational oversight, leadership, governance and regulatory compliance across our 22 country operations in Africa and the Middle East. To this end, we re-implemented our previous reporting structure, effective 1 January 2016. The key changes to the Group operating structure is on 10.

At the end of December 2015, MTN employed 15 202 permanent employees and a total of 5 882 contractors. The number of people in the business declined 5% from 2014, mainly due to ongoing initiatives to simplify the business. Below is a summary of our key people indicators:

Achieving high levels of employee engagement and fostering the right culture is fundamental to achieving our strategic imperatives. Every year we invite staff to participate in our global culture audit survey in order to measure our employee engagement and culture across 15 people dimensions.

Our sustainable engagement score improved by two points from 2014 to a score of 72. The improvement depicts the combined efforts of staff and management to prioritise the people agenda amidst the challenging operating environment. MTN South Africa’s engagement increased by one point from 2014, the initial sign of the rebuilding of staff engagement activities following the strike in mid-2014.

Our ongoing culture operating system (COS) programme to instil the MTN vital behaviours also increased by two points from 2014 after a decline in 2013. The vital behaviours are the foundation of our social engine in order to ensure that our people work in a way that is commensurate with the Company’s values of integrity, honesty and innovation.

Our employee voluntary turnover rate, which measures the rate at which employees voluntarily exit MTN, decreased from 8,3% in 2014 to 7,8% in 2015. Retaining our top talent was a key focus for 2015 and yielded positive results, with the voluntary turnover rate of high performers at 5,5%.

Key to ensuring customer centricity is a diverse workforce that understands the varied needs of our subscribers. By the end of December 2015, MTN employed over 59 different nationalities.

Gender diversity is also a key metric. By the end of December 2015, 37% of staff were female and 63% were male. With regard to management positions, 27% of managers were female and 73% were male.

Our focus is to improve our gender diversity in important leadership positions and during 2015 we employed women in the following key posts:

Jyoti Desai – Group chief operating officer; and
Philisiwe Sibiya – CEO of MTN Cameroon.

During 2015, we continued our organisational transformation to achieve our vision. We continued to streamline our back-office operations through the expansion of our shared services models while building the pillars for future growth. In 2015, we continued to embed the structure for our enterprise business unit and introduced a new operating model for digital services.

In addition, we developed a strategic workforce plan to identify the skills required over the next three years to achieve our strategy, as well as the gaps. We focused on closing the gaps relating to digital, commercial and technical skills required for the future. During the course of the year, 40% of the gaps were closed:

41% were external appointments, of which 20% were from telecommunications competitors, 31% from ICT organisations, 11% from FMCG organisations, 6% from financial services organisations and 32% from other; and
59% were internal placements of which 25% were from talent succession pools.

MTN provides talent management and learning solutions through the Global Talent and Learning Centre of Excellence. In order to ensure that we continue to attract, retain and build the best talent, we introduced two key initiatives to strengthen our talent pools during 2015:

Global talent standards were introduced to provide the minimum technical and behavioural requirements for each position and level of work within the organisation. The standard is complemented by a battery of psychometric assessments to ensure a suitable cultural fit based on the seniority of leadership.
To supplement the global talent standards, talent development standards (TDS) were defined to clearly articulate the learning and development priorities per functional area within the business. The defined TDS align with career goals and inform promotion/succession decisions across segments and functions.

Our 2015 talent review cycle was successfully concluded based on the above revisions and we remain stable at a succession bench strength of 2:1 (two successors for every one incumbent) for leadership positions across the Group.

From a training perspective, the expenditure on training activities declined from 2014 mainly due to operating expenditure pressures. Nonetheless, 13 240 people were trained across 889 unique courses across the Group. In order to ensure that the key business priorities are catered for in 2016, we undertook the following key learning and development initiatives:

We completed a new pilot for customer service behaviours for rollout in 2016. In addition, core customer experience training continued across the opcos;
We rolled out enterprise business sales training to 208 sales staff;
We completed social media training of all required staff, which had been launched in 2014; and
We launched a pilot programme for a Digital BSc Honours degree focusing on technology, design and innovation. The initial group of 12 individuals completed the course.

We successfully completed our 2015 integrated performance cycle ensuring that our pay-for-performance framework is cascaded throughout the organisation. In addition, we enhanced our performance framework for lower level staff and introduced additional mechanisms to align goals for management. The improvements to the framework were positively received and resulted in a two-point increase in the performance management dimension of our Group culture audit.

The Global Investor in People (IiP) standard is a people management best practice accreditation that defines what it takes to lead, support and manage people well for sustainable results.

As at December 2015, a total of 15 MTN operating companies had achieved varying levels of accreditation, up from 12 in 2014. It is important to note that MTN Cameroon, MTN Ghana, MTN’s head office and MTN Nigeria all achieved gold accreditation – the highest level of accreditation available.

In further developing a culture of recognition, in 2015 MTN launched a new global social recognition programme called “MTN Shine”. The platform provides opportunities for leaders and staff to recognise each other through the allocation of recognition points (or a recognition wallet) which can be redeemed as vouchers. The new platform recorded over 100 000 recognition messages and achieved the South African Rewards Association (SARA) “project of the year” award.

MTN’s remuneration philosophy is part of our interlinked, holistic people and talent approach, aiming to support current and evolving business priorities. The philosophy aims to attract, motivate and retain desired talent to execute business strategy in a sustainable manner over the longer term. Given the competitive talent landscape, this philosophy is underpinned by the following key objectives:

Presenting a competitive yet affordable reward proposition;
Fairly differentiating pay by relevant performance indicators; and
Presenting a flexible and fully compliant reward system.

In our efforts to achieve the optimal attraction, retention and motivation of talent, we apply various approaches, including the following:

For competitiveness and affordability

Market benchmarking of reward components on a regular basis.
Linking both short-term and long-term incentives to various performance indicators.

For differentiation and flexibility

Establishing performance as the basis for employee reward.
Offering the ability to customise reward, taking into account the varied needs and lifestyles of employees.

For compliance and sustainability

Continuously applying full regulatory and legislative compliance in the various markets in which we operate.
Regularly auditing and assessing risks, benefits and compliance of reward.

Maintaining a competitive advantage over those companies we source from and lose talent to, is imperative. To achieve this, we regularly conduct benchmarking exercises in order to design our pay policy to target the market median at minimum.

We never deliver reward that is either:

Below minimum legislative requirements; or
Below our internally approved pay scales.

As an example, South African legislation establishes that remuneration may not be less than a predefined hourly sectoral minimum rate. We calculated this rate to be a minimum average of R14,15 per hour. As at December 2015, the lowest paid hourly rate for a full-time employee was R34 per hour, higher than the average legislated threshold.

Where applicable and depending on specific job requirements, we provide opportunities for people to progress through the pay scales over time based on performance and individual factors weighted against job requirements. Overall, employee packages differ based on performance and job requirements analysis against individual employee skills, including job-related competencies, abilities and behaviours.

In delivering on our remuneration policy, we apply the principles of:

Fair pay based on the value of the job relative to other jobs of similar worth i.e. internal equity;
Ongoing benchmarking to remain a competitive offering to employees i.e. external equity;
Performance-based culture for both our short-term and long-term incentives;
Transparent and simplified communication across all levels including external stakeholders;
Consistency across all our operating units, however, acknowledging differentiation and customisation;
Empowerment of line managers to deliver effective pay decisions;
Flexibility, taking into account the diversity of our employees across all our operating companies;
Company affordability so as to support the performance expectations of our shareholders;
Optimal pay structure between fixed and variable remuneration so as to drive the right focus both in the long and short term;
Values-based and output-driven recognition of actions aligned to our vital behaviours; and
Recognising entrepreneurship and innovativeness.

Our remuneration practices meet the minimum related compliance requirements. For example, against King III principles, our compliance scorecard is as follows:

King III principle			Comply

Remuneration policies and practices are aligned to company strategy and linked to individual performance			Yes

Policies address a fair mix of fixed to variable remuneration			Yes

Incentives are based on stretched and verifiable targets related to both financial and non-financial indicators			Yes

Both long and short-term incentives comprise more than one measure and measures are fairly balanced			Yes

There is no automatic entitlement of incentive for both long and short-term incentive plans			Yes

There is no automatic entitlement to bonus or share-based payments on early termination of employment			Yes

The value of incentives is significant relative to base pay. Participation in share schemes is limited to management staff only			Yes

All strategic reward decisions are prepared and guided by our executive management team for approval by the remuneration and human resources committee. This committee is delegated approval authority at various levels with its roles and responsibilities listed below.

MTN’s remuneration and human resources (R&HR) committee is delegated responsibility by the board of directors to make sound remuneration decisions that are aligned with the Company’s strategy and acceptable governance principles.

In executing its duties, the committee consults external experts as and when necessary, although the committee makes the final decision with regard to the interests of stakeholders. The committee ensures that:

Effective governance structures are implemented within the remuneration framework, supported by a strong and fully compliant reward system;
Adequate and sound risk controls are implemented across the Group to mitigate any potentially negative remuneration exposure;
The pay structures for executive members and that of all other employees are aligned with the market and internal pay policies, taking into account the availability of skills in the market as well as executive competency levels; and
The Company’s pay-for-performance objective is effective and justified in accordance with set performance criteria.

The committee constantly reviews the remuneration strategy to ensure that its policies and principles remain applicable to the dynamics of the business and in accordance with legislative stipulations.

Full details of the committee’s terms of reference and key focus for the year under review are outlined in the corporate governance report on 47.

Although MTN applies a fixed remuneration package approach across its operations, variations exist where we adopt the “base plus benefits” approach due to local market conditions. The fixed remuneration approach includes cash and benefits in kind which, when combined with incentive payments and other non-quantifiable elements, make up what we term “Total Reward”.

Our fixed-pay component reflects general worth of skills compared against job worth, while incentive payments are based on short and long-term performance.

Fixed pay

Benefit
programmes

Short-term incentives
(STIs)

Long-term
incentives (LTIs)

Recognition

Other

Annual fixed package^

Performance-based incentives

Fixed basic salary delivered on a monthly basis.

Based on scope and nature of the role and generally determined around the market median, but can expand or contract based on market dynamics and business goals.

Reviewed on an annual basis and, where applicable, benchmarked on an off-cycle basis to ensure competitiveness and relevance.

Company provided benefits delivered on a monthly basis.

Provides economic security for employees and act as an incentive to attract and retain skills.

Contractually agreed and will differ across operations.

Commonly include retirement, health, death and disability insurance.

Variable Company- provided incentives aligned with the short-term goals of the Company, delivered on an annual basis.

Performances up to one year are assessed and rewarded for achieving minimum, stretch-target and above-target performances.

Aligns with financial and strategic key performance.

Individual, team and Company performance is taken into consideration, with executive performance weighted towards Company performance.

At an operational level, certain sales positions participate in a commission-based incentive scheme.

Variable incentives in the form of share allocations. The allocation of shares is meant to drive long-term sustainability and performance of the Group.

Potential payments are attributed to the financial performance of the Company.

Share incentive payments make up a larger portion of total executive remuneration relative to short-term and fixed pay.

Formal and informal platform designed to drive recognition between employees and departments, both within and across MTN’s operations

MTN offers other benefits. These include lifestyle benefits, leave of absence, and additional insurance products.

Although some of these benefits are not prevalent in all operations, there are country-specific programmes approved and aligned with equivalent South African benefits.

Please note the term “fixed package” as used should not promote a sense of entitlement or non-adjustability of the package, should MTN deem this appropriate. The term, however, must be defined within the context and used synonymously with “annual fixed package”, meaning that certain benefits such as contribution arrangements to medical aid, although fixed annually, may be adjusted as and when the Company needs to.

Generally, employees based in South Africa are remunerated on an annual fixed package (AFP) approach, which includes a combination of base remuneration and benefit provisions, commonly referred to as fixed remuneration. The Group has implemented this approach subject to labour regulations and remuneration practices. Non-South Africa-based operations have adopted and customised this approach in accordance with local practices and regulations.

MTN deploys international talent (expatriates) among our operations where this is of value and as part of our talent mobility efforts. Although expatriate employees are employed on a full-time basis and with access to other benefits provided to local employees, their contracts are, however, limited to a fixed duration, typically two years.

In line with the frequency of talent mobility across operations, during 2015, we reviewed the expatriate pay model to introduce a greater degree of relative internal pay equity across the various operations.

The choice of the United Arab Emirates as the global employment company for the purpose of expatriate compensation management allows us to standardise expatriate base-pay levels in all countries within one pay structure in a global reserve/hard currency. This base-pay foundation is consistent for all assignees with only country-specific dynamics being added on, resulting in an MTN framework which represents a balance between relative equity across the Group, and local relevance.

MTN continues to prefer the employment of local talent in operating companies. Notwithstanding the above base-pay structure, the standardisation and optimisation process for expatriate benefits remains a priority. Where possible, within regulatory requirements, MTN continues to standardise expatriate employment contract conditions with the goal of adopting one framework across operations. This initiative is a gradual process due to legislation.

Executives are remunerated in line with short-term and long-term business objectives using an optimal mix of fixed pay, short-term and long-term incentives. This supports the alignment of strategy and desired individual behaviour. The mix is aimed at ensuring that executives proportionately achieve an optimal balance of remuneration when executing their duties. The following graphs illustrate the mix of minimum, on-target and potential maximum compensation for the two director positions: group president and CEO, and the group chief financial officer.




AFP is minimum.

As illustrated above, the proportion of fixed to performance-based incentives varies between the Group president and CEO and the Group CFO. Both roles comprise a higher weighting on performance incentives “risk pay” and less on fixed package. While the fixed package does not vary based on individual performance, the variable portion does. The Group’s integrated performance framework (IPF) guides the execution of business strategy by providing a framework through which the day-to-day and annual performance levels are set, cascaded and measured according to the business’s strategic themes. The IPF outcomes are translated into incentive payments under the performance bonus plan.

We provide different incentives to employees to reward performance on a short-term and long-term basis:

¹ Both the SARS and SRP are active but no longer issuing new awards. They were substituted with the PSP.
² Once-off award of 400 shares made in 2010 to lower level employees under the Broad Based Employee Equity Scheme (BBEE).

General staff and executives participate in an annual performance-based bonus plan. The principles of the bonus plan are aligned with the performance achievements of the Company, teams as well as individual priorities.

Company priorities are derived from the yearly business plan and budgets. The business plan and budgets are aligned with the Group’s strategic themes which get delegated to the members of the executive team responsible for driving, supporting and facilitating execution of priorities.

Details of the Group’s strategic priorities are on 23. The strategic analysis section on 28 provides executive responsibilities and how each executive performed against strategic priorities assigned to them.

Assigned priorities are further cascaded into functional teams and individual key performance indicators (KPIs). These KPIs are contracted and agreed at the beginning of the year, and measured at the end of it.

The resultant performance score of the Company, team and individual contracts is used as an input factor when calculating bonuses for employees. Selected KPIs measured are set out on 28.

The process of determining the incentive award pools from which performance bonuses are paid is illustrated on the following page.

Company performance (CP)

•	MTN Group: attributable earnings
•	Opco: revenue, cash flow, EBITDA

•	The financial performance targets of the Company are determined in accordance with the five strategic themes at the beginning of the year.
•	A factual findings engagement is performed on these results by an independent body.
•	The percentage performance achievement against target is translated into a nominal performance linked scale, adjusted to allow for maximum earning potential.
•	Group attributable earnings are used at Group level and EBITDA, revenue and cash flow are used at operational level to measure Company performance.

Team performance (TP)

•	Strategic themes are translated into priorities
•	Team priorities are further cascaded down

•	The strategic themes are translated into priorities to be executed at executive member levels. Details on strategic priorities are on page 23.
•	Depending on the size of the function, and where applicable, team performance scorecards are further cascaded to below executive levels.
•	Achievement of each KPI is proportionate and weighted; however, cumulatively they add up to 100%.

Employee performance (EP)

•	Alignment of individual performance contracts with the departmental targets
•	Each KPI set within the IPF principles

•	At the beginning of each financial period, every employee enters into a contractual performance agreement.
•	The performance agreement stipulates the performance expectations to be measured at year-end.
•	Performance agreements ensure alignment between Company, team and individual levels.
•	This is not applicable to executives.

MTN’s operations faced many challenges during 2014 and this trend continued, and even accelerated in 2015. Among these challenges were (i) fierce competition from non-traditional telecommunications operators, (ii) greater regulatory and compliance requirements, (iii) industrial action, and various other external factors related to social unrest and economic volatility.

These challenges collectively resulted in many of our operations not meeting the minimum performance levels required for a bonus to be declared, and resultantly, did not qualify for a performance bonus. Among the operations which missed the qualifying criteria for 2014 was MTN South Africa. In accordance with the then bonus rules, a minimum 4% of annual remuneration was paid to employees in lower levels. However, employees were dissatisfied with the payment. This led to a prolonged strike in South Africa, based on the argument from union-affiliated employees that the 4% payment was insufficient and did not adequately recognise their contributions to the business.

As part of our ongoing review commitments, management reviewed the bonus rules. All revisions led to extensive engagements with staff and social partners.

As applicable to lower level employees at level 1 and level 2, the following was approved:

A guaranteed 4% of annual remuneration payment in December, subject to approval of each opco board. This payment was in lieu of shares which level 1 and level 2 do not participate in.
This payment was however conditional on minimum individual performance as approved by the respective boards.

Furthermore, management approved that for each financial period, two computations would apply:

Computation if the board declares bonuses based of achievement of minimum Company performance levels being met; and
Computations if the board does not declare bonuses, i.e. minimum Company performance levels are not met.

These three scenarios are summarised as follows:

Description	Minimum 4% payment in lieu of shares¹	Requirements if a bonus is declared by the board	Requirements if a bonus is not declared by the board

Individual performance applies	Yes, an individual minimum performance score is required	Yes, an individual minimum performance score is required	Yes, an individual minimum performance score is required

Earning range as a % of applicable annual salary	Exactly 4%	From 0% to 12%	From 0% to 6%

Percentage payable at target achievement	Not applicable	9%	4,5%

¹ The 4% minimum was payable with effect from December 2015, subject to approval of each opco board. The changes as applicable to the performance bonus were effective for the 2015 financial year.

Where bonuses were paid, the following example illustrates the calculation methodology:

1.	Three elements are used as inputs to a bonus calculation, namely company performance (CP), team performance (TP) and employee performance (EP). Each element has a weighting (a), with all elements combined adding up to 100%.
2.	Targets for each element are set at the beginning of the performance cycle and measured at the end of the performance cycle where a corresponding “nominal % (b)” is determined from a standard translation table.
3.	Company performance as a “qualifier” for bonus declaration is first assessed for each operation.
4.	For each weighted element, there is a job level related on-target (c) and maximum (d) earning potential.

Upon assessment of Company performance by the board, a bonus is either declared or not. If declared:

Step 1:	The weighting of each element (a) is multiplied by the achieved nominal (b) and the results of the three added together.
Step 2:	Then the sum of the three is multiplied by the on-target % (c) to derive the bonus percentage.
Step 3:	As a validation, a check is done against the maximum % for each job. If the calculated amount does not exceed the maximum, the final bonus percentage is multiplied by annual incentive salary to arrive at the final bonus payment.

	(CP + TP + EP) x on-target percentage = bonus percentage
	The bonus percentage (validated against the minimum and maximum) x annual salary = total bonus payable

At the beginning of the year, the Group’s attributable earnings (GAE) target for calculating bonuses at the end of the year was R10 billion. For bonus purposes, a 90% minimum achievement of R9 billion was required, and a maximum of R12 billion applicable. Using the following assumptions, the bonuses for the three employee levels: executive director, senior manager and employee level 2 will be as follows:

Assumptions

Executive
director

Senior manager
employee

General staff
level 2
(bonus declared)

General staff
level 2
(bonus not
declared)

Annual salary

R2 000 000

R1 000 000

R400 000

Bonus elements

Company¹
Team²
Employee³

100% (50% weighting)

75%^(2a) (50% weighting)

Not applicable

100% (20% weighting)

100%^(2b) (50% weighting)

150%^(3a) (30% weighting)

Not applicable

100%^(2b) (50% weighting)

133%^(3b) (50% weightin)

Not applicable

100%^(2b) (50% weighting)

133%^(3b) (50% weighting

On-target bonus (%)

80%

20%

4,5%

Maximum bonus (%)

160%

30%

12%

Calculation formula

(100% x 50%)
plus
(75% x 50%)
plus
zero
equals 87,5%

(100% x 20%)
plus
(100% x 50%)
plus
(150% x 30%)
equals 115%

Zero plus
(100% x 50%)
plus
(133% x 50%)
equals 66,5%

Final bonus (%)⁴

87,5% x 80%
equals 70%

115% x 20%
equals 23%

66,5% x 9%
equals 6%

66,5% x 4,5%
equals 3%

Final bonus payable

R1 400 000

R230 000

R24 000

R12 000

1 It is assumed that the Company performance was achieved 100%.
2 It is assumed that the team performance was achieved as follows:
   2a 75% for executive director.
   2b 100% for senior management and general staff level 2.
   3 It is assumed that employee performance was as follows:
   3a 150% for senior management.
   3b 133% for general staff level 2.
4 On target bonus is respectively:
   – 80% for executive director;
   – 20% for senior management;
   – 9% for general staff where a bonus is declared; and
   – 4,5% for general staff where a bonus is not declared.

Refer to the next section for parameters applicable to executive committee members.

The executive bonus parameters governing the bonus plan are summarised below:

Group category	Designation	Company performance	Team performance	Minimum bonus	On target	Maximum bonus

Group president and CEO	Group president and CEO	70%	30%	0%	100%	200%

Group executive director	Group CFO	70%	30%	0%	80%	160%

Group chief officers	Group chief human resources and corporate affairs officer	50%	50%	0%	70%	140%
	Group chief technology and information officer	50%	50%	0%	70%	140%
	Group chief commercial officer	50%	50%	0%	70%	140%
	Group chief operations executive	60% – Top 7 Large opcos	40%	0%	70%	140%
	Group chief business risk officer	50%	50%	0%	70%	140%
	Group chief strategy, mergers and acquisition officer	50%	50%	0%	70%	140%
	Group chief legal counsel	50%	50%	0%	70%	140%
	Group chief enterprise officer	50%	50%	0%	70%	140%
	Group chief digital officer	50%	50%	0%	70%	140%

Operating company CEOs (on the Group exco)	CEO: MTN South Africa	60% – MTN South Africa	40%	0%	70%	140%
Operating company CEOs (on the Group exco)	CEO: MTN Nigeria	60% – MTN Nigeria	40%	0%	70%	140%

For 2015, the executive directors’ bonuses were calculated in line with the approved bonus principles. Full actual amounts of the bonuses paid can also be found on 88.

In line with the performance bonus rules, bonuses become payable within an operation once the committee is satisfied that the minimum performance thresholds have been achieved. For the 2015 financial year, a summary of the bonuses declared to the MTN Group operations is as follows:

	Bonus declared		Bonus declared

MTN Group	No	Afghanistan	Yes

South Africa	Yes	Congo-Brazzaville	Yes

Nigeria	No	Rwanda	Yes

Ghana	Yes	Zambia	Yes

Cameroon	No	Liberia	No

Ivory Coast	No	Conakry	No

Uganda	No	Cyprus	Yes

Syria	Yes	South Sudan	Yes

Sudan	Yes	Iran	Yes

Benin	Yes	Swaziland	Yes

Yemen	No	Guinea-Bissau	No

Long-term incentives to managerial and senior employees are aimed at aligning their contributions to shareholders’ expectations by sharing in the long-term growth of the Company. Due to the fact that our operations are spread across 22 African and Middle Eastern countries, it is not always feasible to issue Company stock to all employees as we are only listed on the Johannesburg Stock Exchange. For this reason, the Company operates a combination of equity and cash-settled schemes.

The general rule is that participants are allocated shares, options, or rights equivalent to a fraction of their annual salary. Depending on the performance of the Company measured using various indicators, participants proportionately either receive cash, equity or a combination of both. Although the eligibility of participants is defined in the rules of the schemes, MTN reserves the right to exclude participation by certain employees by virtue of their employment status, e.g. disciplinary, suspension, and dismissal.

Since 2001, the Group has implemented the following schemes:

Eligible participants

Date
implemented

Performance
conditions

Last vesting
date

Expiry period

All levels

2001

Share price
based

Unwound

2015

The share option plan fully vested and reached its expiry period in January 2015. At the time of expiry, 10 years after the last award, all options were exercised with no employee forfeiting unexercised shares.

Objective: To promote the achievement of MTN Group’s strategic objectives measured using the Company’s growth in share price. Participating employees share in the appreciation of the Company’s share price between grant and vest.

Eligible participants

Date
implemented

Performance
conditions

Last vesting
date

Expiry period

All employees at junior management level and above

2006 – SARS
2008 – SRP

Share price
based

2013
2015

2018
2020

Both the SARS and SRP were fully vested as at 2015 and are exercisable. Refer to 84. for the full reconciliation of 2015 trading.

The PSP scheme is the current active and allocating plan, and is summarised as follows:

Objective: To promote the achievement of MTN Group’s strategic objectives measured using the Company’s growth in share price and cash flow. Participating employees share in the Company’s achievement of the set financial indicators over three years.

Eligible participants

Date
implemented

Performance
conditions

Last vesting
date

Expiry period

All employees at junior management level and above

2010

Total
shareholder
return (TSR)
Adjusted free
cash flow
(AFCF)

2017

Not applicable

Details about the PSP

Share awards are at the discretion of the MTN Group board and the operating entities.
Participation is limited to managerial employees and those in more senior positions only.
Performance is measured using TSR and AFCF. An additional service element is applicable for non-executive participating employees.
Weightings are attached to each condition based on the seniority of the participant.
The scheme has a three-year vesting period. Once the shares are vested and the board is satisfied with the achievement of the performance conditions, participating employees receive either shares or the cash equivalent.

Performance conditions
The accrual of each award is subject to the fulfilment of the conditions as illustrated below:

Details
This condition is measured on a three-year cumulative average growth rate (CAGR).

This is calculated as the growth from the average AFCF in the three years preceding the grant date to the average AFCF during the three-year measurement period, using the following parameters:

100% vesting at 10% growth
20% vesting at 6% growth
0% vesting below 6% growth

There is a sliding linear scale between each point.

Weightings:

50% for executive employees
37,5% for general staff employees

Details
TSR measures the performance of the share price relative to the JSE Top 20 Industrial index.

Accrual of shares is based on the achievement of the set target:

100% vests if MTN is at the 75th percentile of the comparator group
25% vests if MTN is at the median of the comparator group
0% vests for ranking below the median of the comparator group

TSR will be measured by comparing the 30-day VWAP at the beginning and end of the three-year period plus re-invested dividends and must be positive.

Weightings:

50% for executive employees
37,5% for general staff employees

Historic performance of the scheme
A summary of the allocation is as follows:

		Condition achieved

Grant date	Vesting date	Adjusted free cash flow	Total shareholder return

29/06/11 29/12/11 28/12/12 20/12/13 19/12/14	31/12/13 29/06/14 28/12/15 19/12/16 18/12/17	0% 39,4% 0% – –	32,5% 0% 0% – –

Please refer to for additional information on 95.

During 2010, MTN approved the allocation of shares to its lower-level employees under the Company’s Broad-Based Employee Share Scheme – Employee Share Ownership Plan (ESOP).

The scheme was intended to incentivise the designated employees and to identify them more closely with the activities of the Company with the aim of promoting their continued growth by giving them shares. Participating employees under the ESOP scheme had to retain ownership of their shares for a period of five years until December 2015.

The scheme thus matured in December 2015. As the Company was in a cautionary period, only inactive participants had the right to trade in these shares. Active employees were restricted until such a time when the restriction was lifted.

A summary of the allocation is as follows:

Number of participants as at issue date	Number of shares allocated	Plan vesting date	Number of shares traded (as at 31 December 2015)	Number of shares outstanding (as at 31 December 2015)

3 461	1 384 400	1 December 2015	136 495	1 247 905

As at 31 December 2015, from a total of 3 461 participants:

1 358 allocated employees had left the employment of the Company for various reasons, voluntary and involuntary; and
2 103 were still in the employ of the Company.

Thus the number of retained employees represents a retention rate of 61%.

Investec was appointed as the Company’s preferred trading partner for employees who opted to trade their shares.
All share records will be held and administered internally by the Group company secretary department.
Unexercised shares will remain in the Company’s records until such time that participants exercise them.

A summary of all previous allocations and the vesting dates made under the long-term incentive scheme is presented below:

Equity share schemes vesting schedule

Vesting timelines per anniversary (cumulative)

Plan
type

Issue
period date

Year 0

> Year 1

> Year 2

> Year 3

> Year 4

> Year 5

> Year 10

Share
options

28 Sept 2001*

✓

✗

2 Sept 2002

✓

✗

2 Jan 2003

✓

✗

7 Jul 2003

✓

✗

1 Dec 2003

✓

✗

1 Nov 2004

✓

✗

1 Dec 2004

✓

✗

31 May 2006

✓

✗

31 May 2006*

✓

✗

21 Nov 2006

✓

✗

1 Jan 2007

✓

✗

SARS

2 Apr 2007

✓

✗

22 Jun 2007

✓

✗

19 Mar 2008

✓

✗

1 Sept 2008

✓

✗

28 Jun 2010^

✓

✗

PSPs

29 Jun 2011^^

✓

✗

29 Jun 2011

✓

✗

29 Dec 2011

✓

✗

28 Dec 2012

✓

✗

20 Dec 2013

✓

✗

19 Dec 2014

✓

✗

^ This offer includes an allocation with one year accelerated vesting.
^^ This offer was accelerated from 36 months to 30 months.

Key:

✓ Allocation date 20% tranche vested (cumulative) 30% tranche vested (cumulative)
Performance conditions evaluation Non-vested portion of award ✗ Expiry

Following the Company’s cautionary statement on trading after Nigerian regulators imposed a fine on MTN Nigeria, the annual PSP allocation (normally planned for December of each year) was suspended until further notice.

Further details on the performance measurement, assessment periods, and settlement criteria are available under the on 95.

MTN offers non-South Africa-based employees participation in the Group’s notional share option (NSO) scheme. This scheme enhances MTN’s commitment to the “One Group, One MTN” philosophy.

Qualifying employees own options and also participate in the growth of the Group and its operations, as applicable. The main objective of the NSO scheme is to encourage an alignment between the individual interests of senior employees and the long-term success of the Group. Thus, the scheme’s design rewards employees for the value gain derived from the NSO price per share appreciation between the allocation and vesting dates.

The NSO scheme was reviewed in 2013 and a proposal was presented to the R&HR committee to change the mechanics of the scheme to align it with the Group equity schemes. The committee supported this recommendation and operations made NSO allocations under the new rules effective 1 April 2014. The key aspects and changes of the NSO scheme included:

NSO awards are divided into Group-aligned notional share scheme (GAN) NSO and locally aligned notional share scheme (LAN) NSO.
GAN NSO constitutes up to 30% of the total value of the award and LAN NSO constitutes up to 70% of the total value of the award.
Gains under GAN NSO are measured by the MTN Group’s share price movements between the allocation date and exercise date, i.e. the difference between the allocation and exercise prices represents the gain.
Gains under LAN NSO are based on the LAN price movement between allocation and exercise. The determination of the LAN price at allocation, and subsequently at each annual valuation, is as below:
– Allocation – LAN price valuation is reflective of the increase in value of an operation through alignment with the EBITDA financial indicator.
– Valuations – annual valuations of the LAN NSO price are based on the appreciation or depreciation with the LAN allocation price.

The R&HR committee is responsible for advising on the remuneration of non-executive directors (NEDs), including reviewing remuneration recommendations as put forward by executive management in consultation with external remuneration consultants. The committee also recommends remuneration for approval by the board and shareholders. The remuneration for NEDs is considered annually and is determined in light of market practice and with reference to the time, commitment and responsibilities associated with the roles.

The MTN Group’s non-executive directors receive an annual retainer and a meeting attendance fee. They do not participate in any type of incentive scheme nor do they receive any employee-related benefits. During 2015, the board requested a review of the non-executive director fees. An external benchmark exercise was conducted where industry trends and market rates were obtained from PricewaterhouseCoopers Inc. and The Hay Group (the Company’s preferred survey providers).

A gap analysis showed that certain directors required an adjustment to their fees payable. A motivation was submitted to the board and approved for implementation in 2015.

For the 2016 financial period, the board did not approve an increase to the NED fees.

	Annual retainer fee 2015	Meeting attendance fee 2014

MTN GROUP BOARD
Chairman	R2 518 081	R139 893
Member	R212 492	R53 123
International member	€76 928	€7 693

Special assignments or projects (per day)
Local non-executive director		R22 639
International non-executive director		€3 373

Ad hoc work performed by non-executive directors for special projects (hourly rate)		R3 985

Audit committee
Chairman	R112 901	R34 828
Member	R61 681	R23 997

Remuneration and human resources committee
Local chairman	R84 303	R31 757
International chairman	€5 625	€3 590
Local member	R49 401	R23 289
International member	€3 297	€3 297

Risk management, compliance committee and corporate governance committee
Chairman	R84 303	R31 757
Member	R49 401	R23 289
International member	€3 297	€3 297

Social and ethics committee
Chairman	R84 303	R31 757
Member	R49 401	R23 289

MTN Group Share Trust (trustees)
Chairman	R74 929	R28 226
Member	R32 943	R15 530

Tender committee
Chairman	R74 929	R28 226
Member	R43 783	R20 641

Following the resignation of the Group president and CEO, RS Dabengwa, the board appointed PF Nhleko to fulfil the role of executive chairman. To enlist the services of PF Nhleko, the board entered into a contract of employment with a service provider, Captrust Investments Proprietary Limited. PF Nhleko was appointed for a fixed term period of six months, effective from 9 November 2015 and ending on 9 May 2016.

In consideration for PF Nhleko’s services, the Company paid an agreed-upon service fee to the service provider. His contract further stipulates that the board, at its discretion at the end of the contract, may award PF Nhleko with a bonus. Full details of such payments to PF Nhleko in regard to this executive directorship role are provided on 88.

In addition to this fixed term contract as an executive, PF Nhleko continued to serve as chairman of the MTN Group Limited board of directors, and as such received all related director remuneration in this regard. Full details of remuneration paid to PF Nhleko in his capacity as director are provided on 88.

The chief financial officer, BD Goschen, was employed on a five-year fixed term contract which expires in August 2018. Full details of remuneration paid to BD Goschen in his capacity as director are provided on 88.

Other prescribed officers of the Company are employed on a full-time and permanent basis with no indication of their termination of employment.

To safeguard the shareholders of the Company and the proprietary, strategic, and confidential information to which executive directors and prescribed officers are privy to as a result of their employment, in 2014, management recommended a contractual restriction on the freedom of any executive director or prescribed officer to conduct business with a competitor. Under this agreement, new appointments were required to sign a “restraint of trade agreement” prohibiting them from taking employment with a competitor company within six months from termination of employment with MTN. For existing executive directors and prescribed officers however, given their current contracts excluded restraint clauses, management continued to engage with them in a bid to similarly agree to the restraint terms. Where engagements are successful, the executive director or prescribed officer is issued with an annexure to their contract. This process is ongoing and shall extend to 2016.

All appointments post-2014, both executive directors and prescribed officers, have a six-month notice period. Existing executive directors and prescribed officers employed prior to 2014 all have a one-month notice period, contractually agreed at their initial appointments. In total, including the six-month restraint period, this means that executive directors and prescribed officers have a total of 12 months, a period management believes is an adequate measure to protect the Company’s information.

Directors’ and prescribed officers’ emoluments and payments in the tables presented here have been audited. Full details on directors’ and prescribed officers’ emoluments and equity compensation benefits for executive directors and directors of major subsidiaries in respect of the share appreciation rights and share rights schemes on 88. This also includes shareholdings and dealings in MTN Group ordinary shares and MTN Zakhele shares by MTN Group directors, prescribed officers, Group secretary and directors and company secretaries of major subsidiaries.

Incentive category

Purpose

Incentive plan

• Short-Term Incentives (“STI” schemes)

• To reward the achievement of set goals up to one year

• Performance bonus plan (bonus plan)
• Sales commission plan (commission scheme)

• Long-Term Incentives (“LTI” schemes)

• To reward the achievement of set goals in the long run

• Share Appreciation Rights Scheme (SARS)¹
• Share Rights Plan (SRP)¹
• Performance Share Plan (PSP)
• Notional Share Option Scheme (NSO)
• Employee Share Ownership Plan (ESOP)²

Directors’ emoluments and related payments

2015	Date appointed	Salaries R000	Post-employment benefits R000	Other benefits^† R000	Compen-sation for loss of office^± R000	Sub-total R000	Share gains^# R000	Total R000

Executive directors
RS Dabengwa^	1/10/2001	8 426	1 080	2 882	23 664	36 052	4 529	40 581
BD Goschen	22/07/2013	7 567	970	292	–	8 829	427	9 256
PF Nhleko^^	9/11/2015	5 000	–	–	–	5 000	–	5 000

Total		20 993	2 050	3 174	23 664	49 881	4 956	54 837

^† Includes medical aid and unemployment insurance fund.
# Pre-tax gains on share-based payments.
^ Resigned 9 /11/2015.
^^ Fees paid to Captrust Investments Proprietary Limited.
± Compensation for loss of office comprises notice pay and a restraint of trade.

	Date appointed	Retainer# R000	Attendance^# R000	Special board R000	Strategy session R000	Ad hoc work R000	Total R000

Non-executive directors
PF Nhleko^^	28/05/2013	1 976	1 021	60	371	57	3 485
KC Ramon^@	1/06/2014	322	661	52	154	96	1 285
KP Kalyan	13/06/2006	343	602	40	154	8	1 147
AT Mikati^◊†	18/07/2006	1 181	1 126	181	241	384	3 113
MJN Njeke	13/06/2006	331	442	56	106	20	955
JHN Strydom	11/03/2004	309	585	60	154	41	1 149
AF van Biljon	1/11/2002	212	480	60	154	73	979
J van Rooyen	18/07/2006	369	827	60	106	108	1 470
MLD Marole	1/01/2010	332	681	60	154	8	1 235
NP Mageza	1/01/2010	403	743	40	106	20	1 312
A Harper^◊	1/01/2010	1 215	1 358	181	241	104	3 099
F Titi^±	1/07/2012	260	397	52	154	–	863
S Kheradpir ^{^^^^◊}	8/07/2015	425	697	26	239	–	1 365

Total		7 678	9 598	928	2 334	919	21 457

◊ Fees have been paid in euro.
^† Fees are paid to M1 Limited.
^^^^ Appointed 8/07/2015.
± Resigned 31/12/2015.
# Retainer and attendance fees include fees for board and committee representation and meetings.
@ Fees paid to Anglogold Ashanti Limited.
^^ Fourth quarter fees paid to Captrust Investments Proprietary Limited.

2014	Date appointed	Salaries R000	Post- employment benefits R000	Other benefits^◊ R000	Bonuses R000	Sub-total R000	Share gains^◊^◊ R000	Total R000

Executive directors
RS Dabengwa	1/10/2001	9 334	1 197	858	13 257	24 646	3 482	28 128
BD Goschen	22/07/2013	5 567	714	286	6 777	13 344	–	13 344

Total		14 901	1 911	1 144	20 034	37 990	3 482	41 472

^◊ Includes medical aid and unemployment insurance fund.
^◊ ^◊ Pre-tax gains on share-based payments.

	Date appointed	Retainer^# R000	Attendance^# R000	Special projects R000	Strategy session R000	Ad hoc work R000	Total R000

Non-executive directors
PF Nhleko	28/05/2013	1 084	608	92	183	–	1 967
KC Ramon^	1/06/2014	123	187	–	96	21	427
KP Kalyan	13/06/2006	332	487	97	96	–	1 012
AT Mikati^◊†	18/07/2006	1 163	707	111	219	97	2 297
MJN Njeke	13/06/2006	311	388	20	96	–	815
JHN Strydom	11/03/2004	299	459	20	96	42	916
AF van Biljon	1/11/2002	312	401	68	96	63	940
J van Rooyen	18/07/2006	364	533	90	96	21	1 104
MLD Marole	1/01/2010	310	775	21	96	–	1 202
NP Mageza	1/01/2010	361	566	42	96	20	1 085
A Harper^◊	1/01/2010	1 177	852	–	219	–	2 248
F Titi	1/07/2012	253	352	–	48	–	653

Total		6 089	6 315	561	1 437	264	14 666

^◊ Fees have been paid in euro.
^† Fees are paid to M1 Limited.
^# Retainer and attendance fees include fees for board and committee representation and meetings.
^ Fourth quarter fees paid to Anglogold Ashanti Limited.

Prescribed officers’ emoluments and related payments

2015	Salaries R000	Post- employment benefits R000	Other benefits R000	Compen-sation for loss of office R000	Bonuses R000	Sub-total R000	Share gains R000	Total R000

Prescribed officers
JA Desai	9 490	949	2 586	–	–	13 025	295	13 320
PD Norman	4 473	573	60	–	–	5 106	1 465	6 571
A Farroukh¹	5 444	544	555	–	–	6 543	2 208	8 751
S Fakie²	331	44	1 209	–	–	1 584	755	2 339
KW Pienaar³	4 831	619	10 965	–	–	16 415	982	17 397
P Verkade⁴	1 021	102	21	–	–	1 144	345	1 489
Z Bulbulia⁵	3 691	473	785	13 254^@	1 475	19 678	621	20 299
M Ikpoki⁵	6 603	754	2 274	17 260^#	–	26 891		26 891
MD Fleischer	5 044	647	123	–	–	5 814	–	5 814
M Nyati	3 644	467	3 326	–	634	8 071	–	8 071
H Singh⁶	508	65	129	–	–	702	–	702
S Sooklal⁷	4 006	514	88	–	–	4 608	–	4 608
A Fernandez⁸	5 503	550	88	–	–	6 141	–	6 141

Total	54 589	6 301	22 209	30 514	2 109	115 722	6 671	122 393

¹ Resigned on 31/07/2015.
²Retired on 16/02/2015.
³ Retired on 31/12/2015.
⁴ Contract ended on 31/03/2015.
⁵ Mutual separation on 31/12/2015.
⁶ Appointed on 1/11/2015.
⁷ Appointed on 1/02/2015.
⁸ Appointed on 1/04/2015.
^@ Compensation for loss of office comprises severance, restraint of trade and gratuity pay.
^# Severance, leave and lifestyle benefits.

2014	Salaries R000	Post- employment benefits R000	Other benefits R000	Bonuses R000	Sub-total R000	Share gains R000	Total R000

Prescribed officers
JA Desai	7 865	786	2 230	9 217	20 098	1 460	21 558
PD Norman	4 233	543	256	3 634	8 666	1 179	9 845
A Farroukh	7 747	775	942	6 573	16 037	1 440	17 477
SA Fakie	3 161	412	402	2 991	6 966	911	7 877
KW Pienaar	4 570	586	363	5 309	10 828	1 018	11 846
P Verkade	4 144	414	1 067	3 515	9 140	–	9 140
Z Bulbulia	3 527	452	286	858	5 123	598	5 721
M Ikpoki	6 505	586	1 896	4 440	13 427	–	13 427
M Fleisher^	4 433	568	40	4 271	9 312	–	9 312
M Nyati^	871	112	18	837	1 838	–	1 838

Total	47 056	5 234	7 500	41 645	101 435	6 606	108 041

^ Appointed 1/02/2014.
^^ Appointed 1/10/2014.

Equity compensation benefits for executive directors and directors of major subsidiaries in respect of the share appreciation rights and share rights schemes

Offer
date

Strike
price
R000

Vesting
R000

Number
outstanding
as at
31 December
2014

Exercised
2015

Exercise
date

Exercise
price
R

Number
outstanding
as at
31 December
2015

RS Dabengwa^†

31/05/2006

56,83

30/11/2008

13 920

–

13 920

31/05/2006

56,83

30/11/2009

26 440

–

26 440

31/05/2006

56,83

30/11/2010

40 440

–

40 440

21/11/2006

71,00

21/11/2008

8 680

–

8 680

21/11/2006

71,00

21/11/2009

8 680

–

8 680

21/11/2006

71,00

21/11/2010

13 020

–

13 020

21/11/2006

71,00

21/11/2011

13 020

–

13 020

19/03/2008

126,99

19/03/2010

14 440

–

14 440

19/03/2008

126,99

19/03/2011

14 440

–

14 440

19/03/2008

126,99

19/03/2012

21 660

–

21 660

19/03/2008

126,99

19/03/2013

21 660

–

21 660

Total

196 400

–

196 400

† Resigned 9 November 2015.

BD Goschen

19/03/2008

126,99

19/03/2010

12 260

–

12 260

19/03/2008

126,99

19/03/2011

12 260

–

12 260

19/03/2008

126,99

19/03/2012

18 390

–

18 390

19/03/2008

126,99

19/03/2013

18 390

–

18 390

Total

61 300

–

61 300

F Moolman

19/03/2008

126,99

19/03/2010

10 200

–

10 200

19/03/2008

126,99

19/03/2011

10 200

–

10 200

19/03/2008

126,99

19/03/2012

15 300

–

15 300

19/03/2008

126,99

19/03/2013

15 300

–

15 300

Total

51 000

–

51 000

Equity compensation benefits for executive directors, prescribed officers, Company secretary of MTN Group and directors of major subsidiaries in respect of the performance share plan

Offer date

Vesting
date

Number
outstanding
as at
31 December
2014

Exercised

Forfeited

Exercise
date

Exercise
price
R

Number
outstanding
as at
31 December
2015

RS Dabengwa^†

29/12/2011

29/12/2014

111 600

(21 985)

(89 615)

17/03/15

218,62

–

28/12/2012

28/12/2015

94 600

–

(94 600)

–

20/12/2013

19/12/2016

87 800

–

(87 800)

–

19/12/2014

18/12/2017

83 100

–

(83 100)

–

Total

377 100

(21 985)

(315 115)

–

† Resigned 9 November 2015.

BD Goschen

29/12/2011

29/12/2014

22 300

(4 393)

(17 907)

17/03/15

218,62

–

28/12/2012

28/12/2015

26 500

–

26 500

20/12/2013

19/12/2016

43 700

–

43 700

19/12/2014

18/12/2017

54 700

–

54 700

Total

147 200

(4 393)

(17 907)

–

124 900

PD Norman

29/12/2011

29/12/2014

36 100

(7 112)

(28 988)

17/03/15

218,62

–

28/12/2012

28/12/2015

30 600

–

30 600

20/12/2013

19/12/2016

28 400

–

28 400

19/12/2014

18/12/2017

27 000

–

27 000

Total

122 000

(7 112)

(28 988)

–

86 000

Z Bulbulia^

29/12/2011

29/12/2014

15 300

(3 014)

(12 286)

17/03/15

218,62

–

28/12/2012

28/12/2015

15 500

–

15 500

20/12/2013

19/12/2016

24 500

–

(7 914)

–

16 586

19/12/2014

18/12/2017

22 200

–

(14 544)

–

7 656

Total

77 500

(3 014)

(34 744)

–

39 742

^ Mutual separation on 31/12/2015.

KW Pienaar^#

29/12/2011

29/12/2014

24 200

(4 767)

(19 433)

17/03/15

218,62

–

28/12/2012

28/12/2015

33 000

–

33 000

20/12/2013

19/12/2016

30 600

–

(9 884)

–

20 716

19/12/2014

18/12/2017

29 100

–

(19 064)

–

10 036

Total

116 900

(4 767)

(48 381)

–

63 752

^# Retired on 31/12/2015.

M Nyati

19/12/2014

18/12/2017

21 900

–

21 900

Total

21 900

–

21 900

JA Desai

29/12/2011

29/12/2014

43 600

(8 589)

(35 011)

17/03/15

218,62

–

28/12/2012

28/12/2015

41 400

–

41 400

20/12/2013

19/12/2016

44 400

–

44 400

19/12/2014

18/12/2017

44 500

–

44 500

Total

173 900

(8 589)

(35 011)

–

130 300

M Ikpoki^†

20/12/2013

19/12/2016

36 900

–

(14 619)

–

22 281

19/12/2014

18/12/2017

37 400

–

(24 502)

–

12 898

Total

74 300

–

(39 121)

–

35 179

^† Mutual separation on 31/12/2015.

A Farroukh^

29/12/2011

29/12/2014

42 900

(8 451)

(34 449)

17/03/15

218,62

–

28/12/2012

28/12/2015

40 800

–

(40 800)

–

20/12/2013

19/12/2016

43 800

–

(43 800)

–

19/12/2014

18/12/2017

43 900

–

(43 900)

–

Total

171 400

(8 451)

(162 949)

–

^ Resigned on 31/07/2015.

M Fleischer

29/12/2011

18/12/2017

30 400

–

30 400

Total

30 400

–

30 400

F Moolman

29/12/2011

29/12/2014

15 200

(2 994)

(12 206)

17/03/15

218,62

–

28/12/2012

28/12/2015

14 600

–

14 600

20/12/2013

19/12/2016

15 700

–

15 700

19/12/2014

18/12/2017

15 700

–

15 700

Total

61 200

(2 994)

(12 206)

–

46 000

SB Mtshali

29/12/2011

29/12/2014

9 005

(3 582)

(5 423)

17/03/15

218,62

–

28/12/2012

28/12/2015

6 400

–

6 400

20/12/2013

19/12/2016

6 000

–

6 000

19/12/2014

18/12/2017

5 800

–

5 800

Total

27 205

(3 582)

(5 423)

–

18 200

S Fakie^^

29/12/2011

29/12/2014

18 609

(3 666)

(14 943)

17/03/15

218,62

–

Total

18 609

(3 666)

(14 943)

–

^^ Retired on 16/02/2015

S Ntsele^±

29/12/2011

29/12/2014

6 800

(2 705)

(4 095)

17/03/15

218,62

–

28/12/2012

28/12/2015

4 500

–

4 500

20/12/2013

19/12/2016

5 300

–

5 300

19/12/2014

18/12/2017

5 000

–

5 000

Total

21 600

(2 705)

(4 095)

–

14 800

± Appointed 1/04/2015.

Directors, prescribed officers, company secretary of the MTN Group and directors and company secretaries of major subsidiaries’ shareholding and dealings in ordinary shares

	December 2015	December 2014	Beneficial

RS Dabengwa^	1 473 552	1 473 552	Direct
NP Mageza	400	400	Indirect
PD Norman^#†	300 970	300 970	Direct
MJN Njeke	10	10	Direct
BD Goschen^#†	44 393	40 000	Direct
KW Pienaar^#@	455 261	455 261	Direct
S Ntsele^#	4 000	–	Direct
KC Ramon	3 244	–	Direct
KC Ramon	9 901	–	Indirect
KP Kalyan	1 373	–	Direct


Total	2 293 104	2 270 193

^{^} Resigned 9/11/2015.
^† Prescribed officer.
^# Major subsidiary director.
^@ Retired 31/12/2015.

Subsequent to the year end there were no changes in the directors’ beneficial interest in MTN Group.

Directors, prescribed officers, company secretary of the MTN Group and directors and Company secretaries of major subsidiaries relating to MTN Zakhele:

The following persons, being directors of MTN Group Limited and its major subsidiaries and the company secretary were allocated the following number of MTN Zakhele shares which has a shareholding in MTN Group Limited shares

Beneficiary\	Nature of interest	Shares

PF Nhleko	Direct beneficial	2 010 700
KP Kalyan	Direct beneficial	27 700
MLD Marole	Direct beneficial	15 700
MJN Njeke	Direct beneficial	6 700
NP Mageza	Indirect beneficial	51 420
SB Mtshali	Indirect beneficial	6 500
CWN Molope	Direct beneficial	1 000
F Titi	Indirect beneficial	15 500
SA Fakie^	Direct beneficial	1 000


Total		2 136 220

Resigned 31/12/2015.
^ Retired 16/02/2015.

Subsequent to the year end there were no changes in the directors’ beneficial interest in MTN Zakhele.