MTN : FY 21 Notice of AGM

• 01 To the shareholders

• 03 Letter from our Chairman

• 04 Notice of the 27th Annual General Meeting

• 12 Directors to be presented for election

• 13 Summary of applicable rights established in section 58 of the Companies Act

• 14 Appendix to the notice of Annual General Meeting

• 15 Online shareholders' guide

• 19 Form of proxy

• 22 Stock exchange performance

• 22 Shareholders' diary

IBC Administration

This document is important and requires your immediate attention

Shareholders are advised that the health and wellbeing of MTN Group Limited (MTN Group or Company) employees and shareholders is paramount. Notwithstanding that on 22 March 2022 the South African Government eased the COVID-19 related restrictions around social gatherings as part of the Adjusted Alert Level 1, scientists have predicted that South Africa will experience the start of the fifth wave of cases towards the end of April or early May. As a precautionary measure, the Annual General Meeting (AGM) scheduled for Wednesday 25 May 2022 at 14:30 will be conducted in full electronic format in accordance with section 63(2)(a) of the Companies Act, 2008, as amended, and the Company's memorandum of incorporation (MOI).

If you are in any doubt as to any aspect of the proposals referred to in this document or as to the action you should take, please consult your broker, Central Securities Depository Participant (CSDP), legal adviser, banker, financial adviser, accountant or other professional adviser immediately.

If you have disposed or otherwise transferred all your shares in MTN Group with Johannesburg Stock Exchange Limited (JSE) code MTN, please forward the proposals, together with the accompanying documents, to the purchaser or transferee of such shares or the broker, banker or other agent through whom the sale or transfer was effected, for transmission to the purchaser or transferee.

MTN GROUP LIMITED

Incorporated in the Republic of South Africa (Registration number 1994/009584/06) JSE share code: MTN

ISIN: ZAE000042164

(MTN Group or the Company)

TO THE SHAREHOLDERS This document contains:

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The notice of the 27th Annual General Meeting (AGM) to be held virtually on Wednesday, 25 May 2022 at 14:30, setting out the resolutions to be proposed thereat, together with explanatory notes. There are also guidance notes to vote by proxy or to participate virtually.

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A form of proxy for use by shareholders holding MTN Group ordinary shares in certificated form or recorded in sub-registered electronic form in 'own-name'.

Who may attend?

Shareholders on the MTN Group share register who have dematerialised their ordinary shares through STRATE, other than those whose shareholding is recorded in their 'own-name' in the sub-register maintained by their Central Securities Depository Participant (CSDP), and who wish to attend the meeting electronically, will need to request their CSDP, broker or nominee to provide them with the necessary letter of authority to do so in terms of the custody agreement entered into between the dematerialised shareholders and their CSDP, broker or nominee.

A shareholder (including certificated shareholders and dematerialised shareholders who hold their shares with 'own-name' registration) who is entitled to attend and vote at the meeting is entitled to appoint one or more proxies to attend, participate in and vote at the meeting in his/her/its stead. A proxy does not have to be a shareholder of the Company but must be an individual.

Who may vote?

All shareholders of MTN Group shares recorded in the shareholder register on the voting record date are entitled to vote. Every holder of shares present, virtually or by proxy at the meeting shall be entitled to one vote on a show of hands (irrespective of the number of shares held) and on a poll shall be entitled to one vote for every share held. Shareholders who arrive after the commencement of the AGM will be entitled to vote prospectively only.

Voting and proxies

Every shareholder who is entitled to attend and vote at the AGM is entitled to appoint a proxy. The appointment of a proxy will not preclude the shareholder who appointed that proxy from attending the AGM and participating and voting in person thereat. The proxy will only be able to participate but not vote.

It is requested that duly completed forms of proxy be lodged at the registered office of the Company or with the Company's South African transfer secretaries (Computershare Investor Services), preferably not less than 48 hours before the time appointed for holding the meeting to allow for effective administration. The name and address of the transfer secretaries are given on the back of the form of proxy. Shareholders also have option of returning their proxy by email to:[e-mail].

All beneficial owners of shares who have dematerialised their shares through a CSDP or broker, other than those shareholders who have dematerialised their shares in 'own-name' registration, and all beneficial owners ofshares who hold certificated shares through a nominee, must provide their CSDP, broker or nominee with their voting instructions. Voting instructions must reach the CSDP, broker or nominee in sufficient time and in accordance with the agreement between the beneficial owner and the CSDP, broker or nominee, as the case may be, to allow the CSDP, broker or nominee to carry out the instructions and lodge the requisite authority immediately before the meeting.

Should such beneficial owners, however, wish to attend the meeting in person, they may do so by requesting their CSDP, broker or nominee to issue them with appropriate authority in terms of the agreement entered into between the beneficial owner and the CSDP, broker or nominee, as the case may be.

MTN Group has a large number of shareholders and it is not possible for all of them to attend the meeting. In view of this fact and because voting on resolutions at AGMs of the MTN Group is regarded as of high importance, putting all resolutions to a vote on a poll takes account of the wishes of those shareholders who are unable to attend the meeting in person, but have completed a form of proxy. A vote on a poll also takes into account the number of shares held by each shareholder, which the MTN Group Board (the Board) believes is a more democratic procedure. This year, all resolutions will again be proposed to be put to vote on a poll.

Voting at the AGM

Voting at the AGM will be undertaken electronically. An electronic virtual voting mechanism will be enabled for all shareholders voting before the start of the meeting to all shareholders who attend and are eligible to vote. The registrars will identify each shareholder's individual shareholding so that the number of votes that each shareholder has at the meeting will be linked to the number of votes which each shareholder will be able to exercise at the meeting. Shareholders who have completed and returned forms of proxy will not need to vote at the meeting unless they wish to change their vote. The voting process for shareholders who elect to participate electronically has been detailed in the online shareholders' guide on pages 17 to 18. Shareholders are encouraged to participate and use the form of proxy to ensure all shareholders votes are counted.

Electronic participation

This meeting will be conducted by electronic communication as contemplated in section 63(2)(b) of the Companies Act and shareholders can access the meeting platform athttps://web.lumiagm.com. As part of the registration process, a unique meeting ID, username and password will be sent either via SMS or email to each shareholder who has pre-registered and is entitled to participate at the meeting. A shareholders' guide is available on pages 17 to 18 of this booklet to assist and provide meeting participation guidelines.

Shareholder questions

Shareholders are invited to submit their questions in advance by sending an email [e-mail] 14:00 on Tuesday, 24 May 2022. Additionally, an online platform will be set up to enable shareholders to ask questions during the meeting. Further details on how to ask a question virtually are set out on pages 17 to 18 of this notice. We would like to respond to as many shareholders' questions as possible and therefore we will answer questions during the meeting in a way that aims to best recognise the interests of all shareholders. To assist with this, we ask that you help us to facilitate access from as many shareholders as possible by limiting the number of questions and keeping your questions succinct, focused on and relevant to the business of the meeting. In the interests of transparency for all shareholders, responses to questions not able to be addressed during the meeting will be available on our website as soon as practicable following the AGM.

Voting percentage required to pass resolutions

In principle all ordinary resolutions require the support of more than 50% (fifty per cent) of the voting rights exercised on each of them by the shareholders, whether present in person, or represented by proxy.

However, in terms of the JSE Limited Listings Requirements (JSE Listings Requirements), resolution number 7 (general authority for directors to allot and issue ordinary shares for cash) requires the support of at least 75% (seventy-five percent) of the voting rights exercised on this resolution by the shareholders, whether present in person, or represented by proxy.

All special resolutions require the support of at least 75% (seventy-five percent) of the voting rights exercised on each of them by the shareholders, whether present in person, or represented by proxy. Endorsement of the Company's remuneration policy and remuneration implementation report and the election of the Social, Ethics and Sustainability Committee requires a non-binding advisory vote.

Identification of meeting participants

Section 63(1) of the Companies Act stipulates that meeting participants (including proxies) are required to provide reasonably satisfactory identification and evidence of authority (where applicable) before being entitled to attend or participate in the AGM. Forms of identification include valid identity documents, drivers' licences and passports.

Letter from our Chairman

Chairman Mcebisi Jonas

DEAR VALUED SHAREHOLDER

27th Annual General Meeting

I am pleased to inform you that our 27th Annual General Meeting (AGM) is scheduled to take place on 25 May 2022. The Company has determined that the forthcoming AGM will be conducted as a virtual meeting (i.e. entirely by electronic communication) as permitted by the Companies Act 71 of 2008 (Companies Act) and the Company's Memorandum of Incorporation (MOI) with shareholder participation and voting expected to be online through the use of the Lumi virtual meeting platform. Enclosed herewith is the notice of the Annual General Meeting together with the proxy form (also available on the website) for MTN Group.

As we have committed to being an environmentally responsible citizen, we have printed limited copies of the notice of our AGM, Integrated report (IR) and or annual financial statements (AFS). We have made the documents available on our MTN Group website alternatively you may request the documents from the Company Secretary at the MTN Group registered office, situated at 216 - 14th Avenue, Fairland, Gauteng, South Africa, 2195 or [e-mail].

Shareholder questions and voting

We appreciate that the AGM is your opportunity to receive an update on the Company and put questions to the Board most relevant to issues on AGM and if essential on consolidated annual financial statements and the Social, Ethics and Sustainability reports. To support engagement with our shareholders, it is our intention to live stream the meeting by webcast and to enable instantaneous response to questions relating to the AGM resolutions to be submitted in advance of and during the meeting.

It is therefore imperative that you take the time to read the online shareholders' guide that we have provided on page 16 of this notice, it will give you the details of the virtual meeting and also very useful information in respect of the registration process to prepare yourselves for the virtual meeting. If in doubt, please contact our Group secretariat office as outlined below for further guidance.

We have limited time to go through the business of the AGM and wish to encourage you to forward any questions you would like to be addressed by the members of the Board in advance or if you are unable to attend the AGM. We request that any such questions be succinct and focused on and relevant to the business of the meeting, and sent to the Company Secretary [e-mail]. These questions will be responded to on the day of the meeting or emailed to you directly. Should you wish to use this channel, kindly send your questions through by 14:00 (South African time) on Tuesday, 24 May 2022.

The Board continues to strive for effective engagement with all our shareholders and considers that the resolutions that are recommended to you as a shareholder are in the best interest of the Company and encourage you to vote in favour of them.

I wish to take this opportunity to express our thanks to all our shareholders for their continued support and look forward to your participation at the AGM.

Yours sincerely

Mcebisi Jonas Chairman

25 April 2022