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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 2017, MTN

Group Management Services (Head Office) employees received a bonus. A summary of the bonuses

declared to the MTN Group operations is as follows:

Bonus declared

Bonus declared

2017

2016

2017

2016

Botswana

Yes

No Afghanistan

No

No

South Africa

Yes

No Congo-Brazzaville

No

No

Nigeria

Yes

No Rwanda

Yes

No

Ghana

Yes

Yes Zambia

Yes

No

Cameroon

No

No Liberia

No

No

Ivory Coast

Yes

No Guinea-Conakry

No

No

Uganda

Yes

No Cyprus

Yes

Yes

Syria

Yes

Yes South Sudan

Yes

No

Sudan

Yes

Yes Iran

Yes

Yes

Benin

No

No Swaziland

Yes

Yes

Yemen

No

Yes Guinea-Bissau

Yes

No

Long-term incentive (LTI) schemes

LTIs 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.

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 the grant and vesting dates.

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 2017 and are exercisable. Refer to   for the full

reconciliation of 2017 trading. No further grants are being made under the SARS and SRP.

AFS

MTN Group Limited

Integrated Report 2017

91

Governance, people

and remuneration