MTN Group Limited
(Incorporated in the Republic of South Africa)
(Registration number 1994/009584/06)
(Share code MTN)
(ISIN: ZAE000042164)
(MTN or Company or the MTN Group or the Group)

Summary audited Group financial statements for the year ended 31 December
2022, dividend declaration and changes to the board

MTN is a pan-Africa mobile operator with the strategic intent of Leading
digital solutions for Africa’s progress. We have 289.1 million customers in
19 markets and are inspired by our belief that everyone deserves the
benefits of a modern connected life.

Highlights
● Group service revenue grew by 14.4% (15.3%*) to R196.5bn (2021: R171.8bn)
      o Group data revenue up by 30.4% (32.2%*) to R73.7bn (2021: R56.5bn)
      o Group fintech revenue up by 8.6% (14.3%*) to R17.3bn (2021: R15.9bn)
● EBITDA (before once-off items) grew by 12.4% (14.3%*) to R90.8bn (2021:
   R80.8bn)
● EBITDA margin marginally lower by 0.6 percentage points (pp) to 43.9%
   (0.2pp* lower to 44.0%*)
● Basic earnings per share (EPS) increased by 40.4% to 1 071cps
   (2021: 763cps)
● Reported headline earnings per share (HEPS) up by 16.9% to 1 154cps; non-
   operational impacts decreased HEPS by 159cps
● Holding company (Holdco) leverage improved to 0.8x (December 2021: 1.0x)
● Return on equity (ROE) improved by 3.8pp to 23.4%
● Subscribers increased by 6.1% year-on-year (YoY) to 289.1 million
● Final dividend declared of 330cps (2021: 300cps)

* Constant currency information after accounting for the impact of the pro forma
adjustments as defined and included throughout this Stock Exchange News Service of
the JSE Limited (JSE) (SENS) announcement.

Any forward-looking financial information disclosed in this results announcement is
the directors’ responsibility and has not been reviewed or audited or otherwise
reported on by our external joint auditors.

Certain information presented in these results, including constant currency financial
information, constitutes pro forma financial information. The responsibility for
preparing and presenting the pro forma financial information as well as the
completeness and accuracy of such information is that of the directors of the Company.
This is presented for illustrative purposes only. Because of its nature, the pro
forma financial information may not fairly present MTN’s financial position, changes
in equity, and results of operations or cash flows. The pro forma financial
information and selected constant currency financial information contained in this
announcement has been reported on by the Group’s joint auditor (Ernst & Young Inc)
who has issued reporting accountants’ report thereon and their unmodified reports
prepared in terms of ISAE 3420 are available for inspection at the Company’s
registered office on weekdays from 09:00 to 16:00.
Group President and CEO Ralph Mupita comments:
Operating resilience and growth in challenging macroeconomic conditions
“MTN delivered a solid operating and financial performance in 2022, as we
continued to execute on our Ambition 2025 strategy. We are pleased with the
business’ continued resilience under challenging global and regional
macroeconomic conditions.

Macroeconomic conditions across the markets were mostly impacted by rising
and elevated inflation as well as broad-based weakening of local currencies
against the US$. The average blended inflation rate in our markets was
15.1% in 2022 compared to 11.5% in 2021. Coupled with higher interest
rates, consumers felt pressure on disposable incomes while enterprises
optimised expenditure and capital investment during the period.

In South Africa, operating conditions were significantly impacted by the
national grid power availability that worsened in the second half of the
year. Globally, ongoing geopolitical volatility, supply chain constraints
driven by China’s zero COVID-19 policy and exchange rate volatility also
added pressure to operating margins.

Against this backdrop, we are pleased that the structurally higher demand
for data and fintech was sustained, with data traffic and fintech
transactions volume through our ecosystem increasing by 32.6% and 33.9%
respectively. To support this growth, we invested R38.2 billion in our
networks and platforms in 2022 – with a capex intensity of 18.5% – as we
also accelerated capex in key markets in order to mitigate supply chain and
foreign currency risks.

Alongside this continued investment, we put in place proactive commercial,
expense efficiency, supply chain, network and financial resilience
interventions to mitigate the increased volatility in our operating
environment. This enabled us to achieve mid-teen service revenue growth in
line with guidance, stable EBITDA margin, ROE expansion and reduced Holdco
leverage that remains well within guidance.

Outlook and medium-term guidance
In the context of the ongoing macroeconomic and geopolitical volatility, we
remain focused on executing our Ambition 2025 strategy. We will continue to
implement our measures to navigate inflationary pressures and drive
accelerated growth, further deleveraging the Holdco balance sheet and
unlocking value for our stakeholders.

Although the macroeconomic conditions are anticipated to remain challenging
in the near-term and risks remain elevated in our key markets of South Africa,
Nigeria and Ghana, we maintain our medium-term (three to five year) guidance.

However, given the higher-than-expected power and network security costs as
well as a re-assessment of the management fee agreement with the Group, we
are revising the targeted range for MTN SA’s EBITDA margin to 37-39%
(previously 39-42%).
We target capex of R37.4 billion for FY 23 to be invested in coverage,
capacity and the resilience of our networks, as well as driving the growth
of our platforms over the medium-term. Our target for capex intensity over
the medium term remains in the 15-18% range.”

Declaration of final ordinary dividend
Notice is hereby given that a gross final dividend of 330 cents per share
for the period to 31 December 2022 has been declared and will be paid out
of revenue reserves. The number of ordinary shares in issue at the date of
this declaration is 1 884 269 758 (including 2 775 926 treasury shares held
by MTN Holdings, the 1 434 152 shares held by the 2016 MTN ESOP trust and
76 835 378 shares held by MTN Zakhele Futhi).

The dividend will be subject to a maximum local dividend tax rate of 20%
which will result in a net dividend of 264 cents per share to those
shareholders who bear the maximum rate of dividend withholding tax of 66
cents per share. The net dividend per share for the respective categories
of shareholders for the different dividend tax rates is as follows:

■   0%             330.00   cents   per   share
■   5%             313.50   cents   per   share
■   7.5%           305.25   cents   per   share
■   10%            297.00   cents   per   share
■   12.5%          288.75   cents   per   share
■   15%            280.50   cents   per   share

These different dividend tax rates are a result of the application of tax
rates in various double taxation agreements as well as exemptions from
dividend tax.

MTN’s tax reference number is 9692/942/71/8. In compliance with the
requirements of Strate, the electronic settlement and custody system used
by the JSE Limited, the salient dates relating to the payment of the
dividend are as follows:


Declaration date:                                 Monday, 13 March 2023
Last day to trade cum dividend:                   Monday, 3 April 2023
First trading day ex dividend:                    Tuesday, 4 April 2023
Record date:                                      Thursday, 6 April 2023
Payment date:                                     Tuesday, 11 April 2023

No share certificates may be dematerialised or re-materialised between
Tuesday, 4 April 2023 and Thursday, 6 April 2023, both days inclusive. On
Tuesday, 11 April 2023 the dividend will be transferred electronically to
the bank accounts of certificated shareholders who make use of this
facility. Shareholders who hold dematerialised shares will have their
accounts held by the Central Securities Depository Participant or broker
credited on Tuesday, 11 April 2023.
Board changes
We previously announced    the   following   change   to   the   Board   during   the
reporting period:
•   Swazi Tshabalala resigned    as   an   independent     non-executive   director
    effective 25 May 2022.
•   Tim Pennington was appointed as an independent non-executive director
    effective 1 August 2022.
•   Nicky Newton-King was appointed as an independent non-executive director
    effective 1 January 2023.

In addition, Paul Hanratty will step down as an independent non-executive
director on 30 April 2023, to focus on his executive responsibilities. Paul
has been an independent non-executive director since 2016 and has served as
the Chairman of the Finance and Investment Committee. He has also served
on the Audit and the Risk and Compliance Committees. His contribution to
the Company's M&A transactions, its funding strategies, as well as
enhancing the execution of Ambition 2025, has been invaluable.

Evolution from the Independent Advisory Board (IAB) to an open-architected
stakeholder forum
In light of the evolution and strengthening of the Board since 2019, and
the 3-year term of the IAB coming to an end, MTN has made the decision to
evolve the structure of the IAB into an open-architected stakeholder
engagement forum.

The evolution to this forum will support and build on the external
stakeholder engagements already undertaken by the Group Chairman, Group
President & CEO and the Board, with former members of the IAB and other
experts remaining available to provide counsel on nation states issues as
and when required.

For and on behalf of the board

MH Jonas                RT Mupita                                  TBL Molefe
Group Chairman          Group President                            CEO Group CFO

Short-form announcement
This short-form announcement is the responsibility of the directors and
represents only a summary of the information contained in the full annual
financial results announcement (financial results). Consequently, it does
not contain full or complete details.

Any investment decisions made by investors and/or shareholders should be
based on consideration of the financial results as a whole and investors
and/or shareholders are encouraged to review the financial results as
follows:

On       MTNs        website       at:       https://www.mtn.com/financial-
results/?report_cat=annual-results   and on SENS on the JSEs website at:
https://senspdf.jse.co.za/documents/2023/JSE/ISSE/MTN/MTNFY22.pdf .
The financial results are the responsibility of the directors and have been
extracted from the audited annual financial statements. The annual financial
statements have been audited by the Company’s joint external auditors,
PricewaterhouseCoopers Inc. and Ernst & Young Inc., who have expressed an
unqualified audit opinion. The audit opinion containing key audit matters,
together with the underlying annual financial statements, can be found on
MTN’s website [Link mtn.com/investors/financialreporting/annual-results].
The financial results are also available for inspection at our registered
offices, at no charge, and at the offices of our sponsors from 09:00 to 16:00
weekdays. Copies of the financials results may also be requested by emailing
investor.relations@mtn.com or calling 083 912 2300.

13 March 2023
Fairland

Lead sponsor:
J.P. Morgan Equities (SA) Proprietary Limited

Joint sponsor:
Tamela Holdings Proprietary Limited