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


RESULTS OF 28th ANNUAL GENERAL MEETING HELD ON 26 MAY 2023

Shareholders are advised that at the 28th Annual General Meeting (AGM) held on Friday, 26 May 2023 at
14:30 (South African time), all the ordinary and special resolutions, as set out in the notice of AGM dated
26 April 2023, were presented to the shareholders entitled to vote being present in person/virtually
and/or represented by proxy.

The total number of shares present and represented, including proxies, at the meeting was 1,559,981,547
or 82.79% of MTN’s issued share capital as of Friday, 19 May 2023, being the Voting Record Date.

The voting results were as follows:

                                                                                                        SHARES
                                                             TOTAL SHARES VOTED
                                                                                                       ABSTAINED
                                             FOR       AGAINST
                                                                          NUMBER              %*              %*
 RESOLUTION                                  (%)         (%)

 Ordinary resolution number 1
 1.1 Re-election of NP Gosa as a           99.74      0.26           1,557,189,249         82.64      0.15
      director
 1.2 Re-election of CWN Molope as a        95.76      4.24           1,557,193,460         82.64      0.15
      director
 1.3 Re-election of RT Mupita as a         99.15      0.85           1,557,195,360         82.64      0.15
      director
 1.4 Election of T Pennington as a         100.00     0.00           1,557,193,460         82.64      0.15
      director
 1.5 Election of N Newton-King as a        100.00     0.00           1,557,157,069         82.64      0.15
      director
 Ordinary resolution number 2
 2.1 To elect SN Mabaso - Koyana as        98.23      1.77           1,557,193,460         82.64      0.15
      a member of the Audit
      Committee
 2.2 To elect CWN Molope as a              97.35      2.65           1,557,193,460         82.64      0.15
      member of the Audit Committee
 2.3 To elect NP Gosa as a member          99.50      0.50           1,557,189,249         82.64      0.15
      of the Audit Committee
 2.4 To elect VM Rague as a member         98.83      1.17           1,557,188,499         82.64      0.15
      of the Audit Committee
 2.5 To elect T Pennington as a            100.00     0.00           1,557,193,660         82.64      0.15
      member of the Audit Committee
 Ordinary resolution number 3

                                                                                                         1
3.1 To elect SLA Sanusi as a member        99.99    0.01          1,557,156,569   82.64   0.15
      of the Social, Ethics and
      Sustainability Committee
3.2 To elect SP Miller as a member of      99.51    0.49          1,557,156,569   82.64   0.15
      the Social, Ethics and
      Sustainability Committee
3.3 To elect NL Sowazi as a member         98.90    1.10          1,557,156,569   82.64   0.15
      of the Social, Ethics and
      Sustainability Committee
3.4 To elect KDK Mokhele as a              99.24    0.76          1,557,156,569   82.64   0.15
      member of the Social, Ethics and
      Sustainability Committee
3.5 To elect N Newton-King as a            100.00   0.00          1,557,157,269   82.64   0.15
      member of the Social, Ethics and
      Sustainability Committee
Ordinary resolution number 4
Re-appointment of Ernst & Young Inc.       99.60    0.40          1,557,189,330   82.64   0.15
as an auditor of the Company
Ordinary resolution number 5
General authority for directors to allot   89.95    10.05         1,557,192,649   82.64   0.15
and issue authorised but unissued
ordinary shares
Ordinary resolution number 6
General authority for directors to allot   83.62    16.38         1,557,193,979   82.64   0.15
and issue ordinary shares for cash
Ordinary resolution number 7
Non-binding      advisory     vote     –   95.24    4.76          1,557,189,714   82.64   0.15
endorsement of the Company’s
remuneration policy
Ordinary resolution number 8
Non-binding advisory vote –                95.12    4.88          1,557,189,044   82.64   0.15
endorsement of the Company’s
remuneration implementation report
                                                                                            SHARES
                                                           TOTAL SHARES VOTED
                                                                                           ABSTAINED
                                            FOR      AGAINST
                                                                      NUMBER        %*           %*
RESOLUTION                                  (%)        (%)
Special resolution number 1
1.1 To approve remuneration                97.68    2.32          1,557,123,411   82.64   0.15
      payable to MTN Group Board
      Local Chairman
1.2 To approve remuneration                97.69    2.31          1,557,122,961   82.64   0.15
      payable to MTN Group Board
      International Chairman
1.3 To approve remuneration                99.97    0.03          1,557,123,411   82.64   0.15
      payable to MTN Group Board
      Local member



                                                                                             2
1.4 To approve remuneration             98.15   1.85   1,557,123,411   82.64   0.15
      payable to MTN Group Board
      International member
1.5 To approve remuneration             99.97   0.03   1,557,123,411   82.64   0.15
      payable to MTN Group Board
      Local Lead Independent director
1.6 To approve remuneration             98.15   1.85   1,557,124,711   82.64   0.15
      payable to MTN Group Board
      International Lead Independent
      director
1.7 To approve remuneration             99.97   0.03   1,557,123,411   82.64   0.15
      payable to Human Capital and
      Remuneration Committee Local
      Chairman
1.8 To approve remuneration             98.15   1.85   1,557,124,261   82.64   0.15
      payable to Human Capital and
      Remuneration Committee
      International Chairman
1.9 To approve remuneration             99.94   0.06   1,557,122,411   82.64   0.15
      payable to Human Capital and
      Remuneration Committee Local
      member
1.10 To approve remuneration            98.15   1.85   1,557,123,711   82.64   0.15
      payable to Human Capital and
      Remuneration Committee
      International member
1.11 To approve remuneration            99.94   0.06   1,557,127,622   82.64   0.15
      payable to Social, Ethics and
      Sustainability Committee Local
      Chairman
1.12 To approve remuneration            98.12   1.88   1,557,128,922   82.64   0.15
      payable to Social, Ethics and
      Sustainability Committee
      International Chairman
1.13 To approve remuneration            99.97   0.03   1,557,127,622   82.64   0.15
      payable to Social, Ethics and
      Sustainability Committee Local
      member
1.14 To approve remuneration            98.12   1.88   1,557,128,922   82.64   0.15
      payable to Social, Ethics and
      Sustainability Committee
      International member
1.15 To approve remuneration            99.97   0.03   1,557,123,411   82.64   0.15
      payable to Audit Committee
      Local Chairman
1.16 To approve remuneration            97.65   2.35   1,557,124,261   82.64   0.15
      payable to Audit Committee
      International Chairman


                                                                                  3
1.17 To approve remuneration       99.97   0.03   1,557,123,411   82.64   0.15
      payable to Audit Committee
      Local member
1.18 To approve remuneration       98.15   1.85   1,557,124,711   82.64   0.15
      payable to Audit Committee
      International member
1.19 To approve remuneration       99.97   0.03   1,557,123,411   82.64   0.15
      payable to Risk Management
      and Compliance Committee
      Local Chairman
1.20 To approve remuneration       97.49   2.51   1,557,124,261   82.64   0.15
      payable to Risk Management
      and Compliance Committee
      International Chairman
1.21 To approve remuneration       99.97   0.03   1,557,122,411   82.64   0.15
      payable to Risk Management
      and Compliance Committee
      Local member
1.22 To approve remuneration       98.15   1.85   1,557,123,711   82.64   0.15
      payable to Risk Management
      and Compliance Committee
      International member
1.23 To approve remuneration       99.97   0.03   1,557,123,411   82.64   0.15
      payable to Finance and
      Investment Committee Local
      Chairman
1.24 To approve remuneration       99.97   0.03   1,557,124,261   82.64   0.15
      payable to Finance and
      Investment Committee
      International Chairman
1.25 To approve remuneration       99.97   0.03   1,557,123,411   82.64   0.15
      payable to Finance and
      Investment Committee Local
      member
1.26 To approve remuneration       99.97   0.03   1,557,124,711   82.64   0.15
      payable to Finance and
      Investment Committee
      International member
1.27 To approve remuneration       98,15   1.85   1,557,123,411   82.64   0.15
      payable to Ad Hoc Strategy
      Committee Local Chairman
1.28 To approve remuneration       98.15   1.85   1,557,124,411   82.64   0.15
      payable to Ad Hoc Strategy
      Committee International
      Chairman
1.29 To approve remuneration       98.15   1.85   1,557,123,411   82.64   0.15
      payable to Ad Hoc Strategy
      Committee Local member


                                                                             4
1.30 To approve remuneration             98.15   1.85   1,557,124,711   82.64   0.15
      payable to Ad Hoc Strategy
      Committee International
      member
1.31 To approve remuneration             99.97   0.03   1,557,123,561   82.64   0.15
      payable to Sourcing Committee
      Local Chairman
1.32 To approve remuneration             97.49   2.51   1,557,124,261   82.64   0.15
      payable to Sourcing Committee
      International Chairman
1.33 To approve remuneration             99.97   0.03   1,557,123,411   82.64   0.15
      payable to Sourcing Committee
      Local member
1.34 To approve remuneration             98.15   1.85   1,557,124,711   82.64   0.15
      payable to Sourcing Committee
      International member
1.35 To approve remuneration             99.97   0.03   1,557,123,411   82.64   0.15
      payable to Directors Affairs and
      Corporate Governance
      Committee Local Chairman
1.36 To approve remuneration             98.15   1.85   1,557,124,261   82.64   0.15
      payable to Directors Affairs and
      Corporate Governance
      Committee International
      Chairman
1.37 To approve remuneration             99.97   0.03   1,557,123,411   82.64   0.15
      payable to Directors Affairs and
      Corporate Governance
      Committee Local member
1.38 To approve remuneration             98.12   1.88   1,557,124,711   82.64   0.15
      payable to Directors Affairs and
      Corporate Governance
      Committee International
      member
Special resolution number 2
To approve the repurchase of the         99.58   0.42   1,556,567,995   82.61   0.18
Company’s shares
Special resolution number 3
To approve the granting of financial     98.25   1.75   1,557,191,849   82.64   0.15
assistance to subsidiaries and other
related and interrelated entities
Special resolution number 4
To approve the granting of financial     94,14   5.86   1,557,191,329   82.64   0.15
assistance to directors and/or
prescribed officers and employee
share scheme beneficiaries
Special resolution number 5




                                                                                   5
 To approve the granting of financial 99.81            0.19              1,556,600,621   82.61    0.18
 assistance to MTN Zakhele Futhi (RF)
 Limited

* Expressed as a percentage of 1,884,269,758 MTN ordinary shares in issue as at the Voting Record Date.

Ernst & Young Inc. has issued a factual finding report on the results.


Fairland
30 May 2023


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


Joint sponsor
Tamela Holdings Proprietary Limited




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