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Performance conditions

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

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

31/12/13

0%

32,5%

29/12/11

29/06/14

39,4%

0%

28/12/12

28/12/15

0%

0%

20/12/13

19/12/16

0%

0%

19/12/14

18/12/17

–

–

29/06/16^

29/12/18

–

–

28/12/16

28/12/19

–

–

^ This allocation was in respect of December 2015 and had been deferred as the Company was trading under cautionary.

Please refer to

AFS

for additional information.

Employee Share Ownership (ESOP)

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, when the scheme matured. As the Company was trading under a cautionary at this time,

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 2016)

Number of shares

outstanding

(as at

31 December 2016)

3 461

1 384 400

1 December 2015

691 772

556 133

As at 31 December 2016, from a total of 3 461 participants:

•

1 588 allocated employees had left the employment of the Company for various reasons, voluntary and

involuntary; and

•

1 873 were still in the employ of the Company.

Thus the number of retained employees represents a retention rate of 54%.

•

Investec continued 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.

MTN Group Limited

Integrated Report 2016

81

GOVERNANCE,

PEOPLE AND

REMUNERATION