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In 2017, the board did not consider an increase to the NED fees. However, a benchmark exercise

conducted by management highlighted a need to review and align the fees paid to our chairman of

the board based on the peer benchmark criteria. All other committee members were granted an

inflation-linked increase. Thus, the fee structure for 2018 is as follows:

Annual

retainer

fee

Meeting

attendance

fee

Annual

retainer

fee

Meeting

attendance

fee

2017

2017

2018

2018

MTN GROUP BOARD

Chairman

R2 518 081 R139 893

R2 886 671 R160 370

Member

R212 492 R53 123

R225 242 R56 310

International member

€76 928

€7 693

€78 082

€7 808

Special assignments or projects (per day)

Local non-executive director

– R22 639

– R23 997

International non-executive director

–

€3 373

–

€3 424

Ad hoc

work performed by non-executive

directors for special projects (per hour)

–

R3 985

–

R4 224

Audit committee

Chairman

R112 901 R34 828

R119 675 R36 918

Member

R61 681 R23 997

R65 382 R25 437

Remuneration and human resources

committee

Local chairman

R84 303 R31 757

R89 361 R33 662

International chairman

€5 625

€3 590

€5 709

€3 644

Local member

R49 401 R23 289

R52 365 R24 686

International member

€3 297

€3 297

€3 346

€3 346

Risk management, compliance and

corporate governance committee

Chairman

R84 303 R31 757

R89 361 R33 662

Member

R49 401 R23 289

R52 365 R24 686

International member

€3 297

€3 297

€3 346

€3 346

Social and ethics committee

Chairman

R84 303 R31 757

R89 361 R33 662

Member

R49 401 R23 289

R52 365 R24 686

MTN Group Share Trust (trustees)

Chairman

R74 929 R28 226

R79 425 R29 920

Member

R32 943 R15 530

R34 920 R16 462

Sourcing committee

Chairman

R74 929 R28 226

R79 425 R29 920

Member

R43 783 R20 641

R46 410 R21 879

Remuneration report

continued

96

MTN Group Limited

Integrated Report 2017