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Our people and their remuneration

continued

Remuneration report

continued

The Group has implemented the following schemes:

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

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 2016 and are exercisable. Refer to

AFS

for the full reconciliation

of 2016 trading.

Performance Share Plan (PSP)

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 if the respective employee instructs the Company to dispose of their shares on the employee’s

behalf.

MTN Group Limited

Integrated Report 2016

80