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Executive directors’ bonus calculations

For 2016, the executive directors’ bonuses were calculated in line with the approved bonus principles.

Full actual amounts of the bonuses paid can be found on

87.

MTN operations’ bonus declarations

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 2016 MTN Group employees

did not receive a bonus. A summary of the bonuses declared to the MTN Group operations is as follows:

Bonus declared

Bonus declared

2015

2016

2015

2016

Botswana

Yes

No

Afghanistan

Yes

No

South Africa

Yes

No

Congo-Brazzaville

Yes

No

Nigeria

No

No

Rwanda

Yes

No

Ghana

Yes

Yes

Zambia

Yes

No

Cameroon

No

No

Liberia

No

No

Ivory Coast

No

No

Guinea-Conakry

No

No

Uganda

No

No

Cyprus

Yes

Yes

Syria

Yes

Yes

South Sudan

Yes

No

Sudan

Yes

Yes

Iran

Yes

Yes

Benin

Yes

No

Swaziland

Yes

Yes

Yemen

No

Yes

Guinea-Bissau

No

No

Long-term incentive schemes (LTIs)

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

MTN 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.

MTN Group Limited

Integrated Report 2016

79

GOVERNANCE,

PEOPLE AND

REMUNERATION