MTN : FY 23 Notice of AGM

MTN Group Limited

Notice of AGM for the year ended 31 December 2023

Leading digital solutions for Africa's progress

Notice of Annual General Meeting 2024

Our purpose is to enable the benefits of a modern connected life for everyone

01

Inside this notice

01 To the shareholders

03 Letter from our Chairman

04 Notice of the 29th Annual General Meeting

11 Directors to be presented for re-election

1. Summary of applicable rights established in section 58 of the Companies Act
2. Appendix to the Notice of Annual General Meeting
3. Online shareholders' guide

19 Form of proxy

1. Notes to the form of proxy
2. Stock exchange performance

1. Shareholders' diary
2. Administration

This document is important and requires your immediate attention

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 Limited (MTN Group or the Company) with the Johannesburg Stock Exchange Limited (JSE), 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.

Notice of the 29th Annual General Meeting

Notice of the 29th Annual General Meeting

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:

• The Notice of the 29th Annual General Meeting (AGM) to be held virtually on Friday, 24 May 2024 at 14h30, 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.
• 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 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 holding MTN Group shares as at the voting record date are entitled to vote. Every holder of shares present, virtually or by proxy at the meeting shall, on a poll, be entitled to one vote for every share held. Shareholders who arrive after the commencement of the AGM will be entitled to vote only on matters voted on after the point in time at which they attend the meeting.

Voting and proxies

Every shareholder who is entitled to attend and vote at the AGM is entitled to appoint a proxy.

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 the 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 of shares 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 who attend and are eligible to vote before the start of the meeting. 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 that each shareholder will be able to exercise at the meeting. Shareholders who have completed and returned forms of proxy indicating their required votes 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 page 15. Shareholders are encouraged to participate and use the form of proxy to ensure that their votes form part of the decisions of the Company's shareholders.

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 at https://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 page 15 of this booklet to assist and provide meeting participation guidelines.

Notice of Annual General Meeting for the year ended 31 December 2023

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Notice of the 29th Annual General Meeting

Notice of the 29th Annual General Meeting continued

Shareholder questions

Shareholders are invited to submit their questions in advance by sending an email to [e-mail] by 14:00 on Friday, 17 May 2024. Additionally, an online platform will be set up to enable you to ask questions during the meeting. Further details on how to ask a question virtually (verbally or by messaging) are set out on page 17 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.

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), ordinary resolution 6 (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 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.

Notice of Annual General Meeting for the year ended 31 December 2023

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Notice of the 29th Annual General Meeting

Letter from our Chairman

As we celebrate MTN's 30th anniversary, we reflect on our remarkable journey of growth and we remain resolute on our belief that everyone deserves the benefits of a connected life. Your unwavering support has been instrumental in shaping us into the industry leader we are today. Here's to thirty years of resilience, progress, and commitment to excellence, with many more milestones yet to come. Thank you for being part of our story.

Mcebisi Jonas

Group Chairman

DEAR VALUED SHAREHOLDER

29th Annual General Meeting

I hope this message finds you well.

As we approach the 29th AGM of our Company, I am delighted to extend a warm invitation to all of you to join us for this momentous occasion. This year is particularly special as our Company is celebrating its 30th year in operation, making this AGM an even more significant milestone.

We continue to embrace digital connectivity; therefore, we have taken the decision to host a virtual AGM to ensure that you can participate and vote from wherever you are. We understand the importance of your involvement and value your contributions and holding a virtual AGM allows us to engage with each of you in a safe and efficient manner.

The AGM provides a great platform for us to interact, communicate and discuss the various resolutions that will be presented. Your participation and input are not only valued but essential in ensuring that we continue to make informed decisions that drive the growth and success of MTN.

Your feedback with regards to the resolutions being presented are of utmost importance to us.

As we have committed to being an environmentally responsible citizen, we have printed limited copies of the Notice of our AGM (available in English only), integrated report and annual financial statements (AFS). We have made the documents available electronically on our website: https://www.mtn.com/annual-

reports/; alternatively you may request a physical copy of the documents from ourregistered office, situated at216 14thAvenue, Fairland, Gauteng, South Africa, 2195 or by contacting [e-mail] to obtain a secure electronic copy.

Please take the time to read the shareholders' guide for online participation provided on page 15 of this notice. It will give you the details of the virtual meeting and also useful information in respect of the registration process to prepare you for the meeting. If in doubt, please contact our Group secretariat office as provided on page 14 of this notice for further guidance.

The Board is dedicated to fostering meaningful engagement with all our shareholders and firmly believes that the proposed resolutions are in the best interests of the Company. We highly encourage you to support these resolutions by casting your 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

Group Chairman

25 April 2024

Notice of Annual General Meeting for the year ended 31 December 2023

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Notice of the 29th Annual General Meeting

Notice of the 29th Annual General Meeting

Notice is hereby given that the 29th AGM of shareholders of the Company will be held by electronic participation on Friday, 24 May 2024 at 14:30 (South African time). The Board of the Company have determined the salient dates of the AGM as follows:

Activity		Date
Record date to determine shareholders eligible to receive this notice	Friday, 19 April 2024
Date of posting and electronic communication of this notice	Thursday, 25 April 2024
Last date to trade in order to be eligible to participate and vote at the AGM	Tuesday, 14	May 2024
Record date to participate in and vote at the AGM	Friday, 17	May 2024
Last date for lodging forms of proxy (requested for administrative purposes only)	Wednesday, 22 May 2024 at 14:30

No share certificates may be dematerialised or rematerialised between Wednesday, 15 May 2024 and Friday, 17 May 2024, both days inclusive.

Ordinary resolution number 2.2

"Resolved that CWN Molope is elected as a member of the Audit Committee, with effect from the end of this meeting."

1 ORDER OF BUSINESS

To present and consider the following documents, which have been distributed and are available online:

• The consolidated audited AFS of the Group and the AFS of the Company for the year ended 31 December 2023, such AFS having been approved by the Board as required by section 30(3)(c) of the Companies Act.The consolidated AFS and the AFS of the Company are available on the website: www.mtn.com.

•	The directors' report (see page 9 of the AFS	).
•	The Audit Committee report (see page 3 of the	AFS ).

• The report of the Social, Ethics and Sustainability Committee, is available on the website:www.mtn.com
  as well as the .

2 ORDINARY RESOLUTIONS

Ordinary resolutions number 1.1 to 1.4

To consider the re-election of directors by separate resolutions in accordance with the Companies Act, JSE Listings Requirements and the MOI of the Company. Brief profiles of the directors standing for election and re-election are set out on pages 12 and 13 of this notice.

Ordinary resolution number 1.1

"Resolved that SN Mabaso-Koyana who retires in terms of the MOI of the Company and who is eligible and available for re-election, is re-elected as a director of the Company."

Ordinary resolution number 1.2

"Resolved that SP Miller who retires in terms of the MOI of the Company and who is eligible and available for re-election, is re-elected as a director of the Company."

Ordinary resolution number 1.3

"Resolved that NL Sowazi who retires in terms of the MOI of the Company and who is eligible and available for re-election is re-elected as a director of the Company."

Ordinary resolution number 1.4

"Resolved that TB Molefe who retires in terms of the MOI of the Company and who is eligible and available for re-election, is re-elected as a director of the Company."

Explanatory Note: Through the Directors Affairs and Governance Committee, a committee of the Board, the directors have satisfied themselves with the independence and performance of the directors presented for re-election, including their contribution to the sub-committees of the Board.

Ordinary resolutions number 2.1 to 2.5

To consider the election of the Audit Committee members in accordance with section 94(2) of the Companies Act.

Ordinary resolution number 2.3

"Resolved that NP Gosa is elected as a member of the Audit Committee, with effect from the end of this meeting."

Ordinary resolution number 2.4

"Resolved that VM Rague is elected as a member of the Audit Committee, with effect from the end of this meeting."

Ordinary resolution number 2.5

"Resolved that T Pennington is elected as a member of the Audit Committee, with effect from the end of this meeting."

Explanatory note: The Board has assessed the composition of the Audit Committee and confirmed satisfactorily that the members have the necessary knowledge and skills to perform its duties as contemplated in the Companies Act. A brief summary of the profiles of each of the proposed members of the committee appear on pages 11 and 12 of this notice.

Ordinary resolutions number 3.1 to 3.5

Non-binding advisory vote on the election of the Social, Ethics and Sustainability Committee members. Brief profiles of the directors standing for election are set out on pages 12 and 13 of this notice.

Ordinary resolution number 3.1

"Resolved that NL Sowazi is elected as a member of the Social, Ethics and Sustainability Committee, with effect from the end of this meeting subject to approval of his re-election under ordinary resolution 1.3 as a director of the Company."

Ordinary resolution number 3.2

"Resolved that SP Miller is elected as a member of the Social, Ethics and Sustainability Committee, with effect from the end of this meeting subject to approval of his reelection under ordinary resolution 1.2 as a director of the Company.

Ordinary resolution number 3.3

"Resolved that SLA Sanusi is elected as a member of the Social, Ethics and Sustainability Committee, with effect

from the end of this meeting."

Ordinary resolution number 3.4

"Resolved that KDK Mokhele is elected as a member of the Social, Ethics and Sustainability Committee, with effect from the end of this meeting."

Ordinary resolution number 3.5

"Resolved that N Newton-King is elected as a member of the Social, Ethics and Sustainability Committee, with effect from the end of this meeting."

Ordinary resolution number 2.1

"Resolved that SN Mabaso - Koyana is elected as a member of the Audit Committee, with effect from the end of this meeting subject to approval of her re-election under ordinary resolution 1.1 as a director of the Company."

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Notice of the 29th Annual General Meeting continued

Information pertaining to ordinary resolution number 3

The Social, Ethics and Sustainability Committee is constituted as a statutory committee of the Company in respect of those statutory duties assigned to it in terms of section 72(4) of the Companies Act of 2008, as amended (read in conjunction with Regulation 43 of the Companies Regulations, 2011), and as a committee of the Board in respect of all other duties assigned to it by the Board. The Companies Act Bill 2023, if introduced in its current form, proposes that at each AGM, a public company, state-owned, or other company that is required only by its memorandum of incorporation to have a Social and Ethics Committee must elect a Social and Ethics Committee comprising of at least three members. In the spirit of promoting good governance, the Company continues to proactively adopt this proposed amendment for a fourth year and the directors, having confirmed that they are available for election, at the AGM, are presented for election.

The Company is satisfied that the committee has fulfilled its duties.

Ordinary resolution number 4

Appointment of Ernst and Young Inc.

"Resolved that Ernst and Young Inc. upon the recommendation of the Audit Committee is re-appointed as an auditor of the Company for the audit relating to the financial year ending 31 December 2024 and until the conclusion of the next AGM with Wickus Botha as the designated auditor."

The Board and the Audit Committee are satisfied that Ernst and Young Inc. and the designated auditor meet the provisions of the Companies Act and have complied with the JSE Listings Requirements and the Audit Committee has fulfilled their responsibilities in terms of 3.84(g)(iii)

and 3.86.

Ordinary resolution number 5

General authority for directors to allot and issue authorised but unissued ordinary shares

Resolved that, as required by and subject to the Company's MOI, and subject to the provisions of the Companies Act and the JSE Listings Requirements, each as presently constituted and as amended from time to time, the directors are authorised, as they in their discretion deem fit, to allot and issue authorised but unissued ordinary shares (or convertible securities that are convertible into ordinary shares) and grant options over ordinary shares and to undertake to allot and issue shares (or convertible securities that are convertible into ordinary shares) and grant options over shares from the authorised but unissued ordinary shares of 0.01 cents each in the share capital of the Company and/or shares that may be held from time to time by any member of the MTN Group (subject to the necessary authority being obtained and procedures being followed by that entity):

• Representing not more than 5% (five percent) of the number of ordinary shares in issue as at the date of the notice of the AGM (93 695 398 ordinary shares) (excluding treasury shares); and
• Separate to the foregoing in respect of the shares which have been approved to be allotted and issued by the Company in terms of its share and other employee incentive schemes, such authority to endure until the next AGM of the Company (whereupon this authority shall lapse, unless it is renewed at the aforementioned AGM), provided that it shall not extend beyond 15 (fifteen) months of the date of this meeting."

Information pertinent to ordinary resolution number 5

In terms of the Company's MOI, shareholders of the Company may authorise the directors to, inter alia, issue any authorised but unissued ordinary shares and/or grant options over them, as the directors in their discretion deem fit.

The existing authority granted by the shareholders at the previous AGM held on 26 May 2023, is proposed to be renewed at this AGM. The authority will be subject to the Companies Act and the JSE Listings Requirements. The aggregate number of ordinary shares able to be allotted and issued in terms of this resolution, excluding the Company's share or other employee incentive schemes and treasury shares, shall be limited to 5% (five percent) of the number of ordinary shares in issue as at the date of the Notice of AGM.

Ordinary resolution number 6

General authority for directors to allot and issue ordinary shares for cash

"Resolved, as an ordinary resolution and subject to the passing of ordinary resolution number 5, that the directors of the Company be and are hereby authorised, in accordance with the Companies Act and the JSE Listings Requirements, to allot and issue for cash, on such terms and conditions as they may deem fit, all or any of the ordinary shares in the authorised but unissued share capital of the Company and/or any options/convertible securities that are convertible into ordinary shares, which they shall have been authorised to allot and issue in terms of ordinary resolution number 5. Pursuant to the JSE Listings Requirements, the exercise of this authority is subject to the following conditions:

• This authority is valid until the Company's next AGM, provided that it will not extend beyond 15 (fifteen) months from the date that this authority is given.
• The equity securities that are the subject of the issue for cash must be of a class already in issue, or where this is not the case, must be limited to such securities or rights that are convertible into or represent options in respect of a class already in issue.
• Any such issue will only be made to 'public shareholders' as defined in the JSE Listings Requirements and not to related parties except as permitted below in relation to a bookbuild process.
• The number of shares issued for cash will not in aggregate exceed 5% (five percent) of the Company's listed equity securities (excluding treasury shares) as at the date of the Notice of AGM, such number being 93 695 398 ordinary shares in the Company's issued share capital.
• Any equity securities issued under the authority during the period must be deducted from the 93 695 398 ordinary shares (excluding treasury shares).
• In the event of a subdivision or consolidation of issued equity securities during the period contemplated in the first bullet above, the existing authority must be adjusted accordingly to represent the same allocation ratio.

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Notice of the 29th Annual General Meeting continued

• An announcement giving full details to the extent applicable, including number of shares issued, average discount and in the case of options and convertible securities, effect on statement of financial position, net asset value per share, net tangible asset value per share, statement of comprehensive income, earnings per share, headline earnings per share, diluted earnings per share, diluted headline earnings per share, use of funds, will be published at the time of any issue representing, on a cumulative basis within the period contemplated in the first bullet above, 5% (five percent) or more of the number of shares in issue prior to the issue.
• The maximum discount permitted at which equity securities may be issued is 10% (ten percent) of the weighted average traded price on the JSE of those shares over the 30 (thirty) business days prior to the date that the price of the issue is agreed between the Company and the party subscribing for the securities.
• In the case of options/convertible securities, this is subject to the inclusion of a statement by the Board of Directors confirming whether the issue is fair based on a fairness opinion from an independent expert acceptable to the JSE, if the strike or conversion price of the options/ convertible securities are at a discount that exceeds a 10% (ten percent) discount to the weighted average traded price on the JSE of those shares over the 30 (thirty) business days prior to the date that the price of the issue is agreed between the Company and the party subscribing for the securities.
• The aggregate number of ordinary shares to be allotted in terms of this resolution and ordinary resolution number 5 is limited to 5% (five percent) of the ordinary shares in issue as at the date of the Notice of AGM (excluding treasury shares).
• Related parties may participate in the general issue for cash through a bookbuild process provided that they may only participate with a maximum bid price at which they are prepared to take-up shares or at book close price. In the event of a maximum bid price and the book closes at a higher price the relevant related party will be 'out of the book' and not be allocated shares. Equity securities must be allocated equitably 'in the book' through the bookbuild process and the measures to be applied must be disclosed in the Stock Exchange News Service announcement launching the bookbuild."

Information pertinent to ordinary resolution 6

The reason for proposing this resolution is that the directors consider it advantageous to have the authority to issue ordinary shares for cash in order to enable the Company to take advantage of any business opportunity that might arise in the future. At present, the directors have no specific intention to use this authority and the authority will only be used if circumstances are appropriate.

In terms of the JSE Listings Requirements, a Company may only undertake a general issue for cash where, among other things, such general issue for cash has been approved by ordinary resolution with a 75% (seventy-five percent) majority of the votes exercisable at the meeting being cast thereon.

Ordinary resolution number 7

Non-binding advisory vote on the Company's remuneration policy

"Resolved to endorse, through a non-binding advisory vote, the Company's remuneration policy as set out in the remuneration report contained in the IR."

Ordinary resolution number 8

Non-binding advisory vote on the Company's remuneration implementation report

"Resolved to endorse, through a non-binding advisory vote, the Company's remuneration implementation report as set

out on page 102 of the ."

Information pertinent to ordinary resolutions number 7 and 8

Shareholders are reminded that in terms of King IV and the JSE Listings Requirements, the passing of these ordinary resolutions is by way of a non-binding vote. Notwithstanding the above, should 25% (twenty-five percent) or more of the votes be cast against either ordinary resolution, MTN Group undertakes to engage with shareholders in the manner stipulated in the remuneration policy and governance report as set out in the IR.

3 SPECIAL RESOLUTIONS Special resolution number 1

Approval of non-executive directors' remuneration for

the period from this AGM until the next AGM in 2025 "To grant the Company authority, by a separate vote in respect of each item, to remunerate its non-executivedirectors for their services as directors and/or pay any fees related thereto on the following basis provided that the aforementioned authority shall be valid with immediate effect (including to pay fees for the Strategy Execution Committee in respect of the preceding period) until the next AGM in 2025. Directors not registered for value added tax (VAT) will be entitled to the remuneration exclusive of VAT and registered VAT vendors to the remuneration plus VAT at the prevailing VAT rate payable per annum."

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Notice of the 29th Annual General Meeting continued

			Approved		Proposed
		Approved	attendance	Proposed	attendance
		retainer fee	fee	retainer fee		fee
		2023	2023	2024	2024
MTN Group Board
1.1	Chairman	R3 000 000	R173 500	R3 070 164	R177,558
1.2	International Chairman	€265 787	€15 371	€282 942	€16 363
1.3	Local member	R193 815	R72 644	R218,009	R81,712
1.4	International member	€78 863	€7 886	€78 863	€7 886
1.5	Lead Independent Director	R386 425	R96 565	R433,026	R108,211
1.6	International Lead Independent Director	€71 767	€17 934	€71 767	€17 934
Human Capital and Remuneration Committee
1.7	Local Chairman	R131 777	R49 391	R138 904	R52	062
1.8	International Chairman	€11 415	€4 285	€11 432	€4 285
1.9	Local member	R56 596	R26 561	R62 324	R29	249
1.10	International member	€5 199	€2 924	€5 199	€2 924
Social, Ethics and Sustainability Committee
1.11	Chairman	R101 774	R38 145	R117 281	R43 957
1.12	International Chairman	€9 792	€3 670	€9 792	€3 670
1.13	Local member	R54 983	R25 804	R56 610	R26 568
1.14	International Chairman	€4 549	€2 136	€4 549	€2 136
Audit Committee
1.15	Chairman	R174 437	R65 381	R186 705	R69 979
1.16	International Chairman	€15 678	€5 876	€15 678	€5 876
1.17	Local member	R79 937	R37 516	R85 906	R40 318
1.18	International member	€6 763	€3 174	€6 763	€3 174
Risk Management and Compliance Committee
1.19	Chairman	R153 384	R57 779	R181 112	R68 224
1.20	International Chairman	€14 656	€5 520	€14 656	€5 520
1.21	Local member	R69 081	R32 566	R79 062	R37 272
1.22	International member	€3 543	€3 543	€3 543	€3 543
Group Finance and Investment Committee
1.23	Chairman	R108 972	R51 133	R108 972	R51 133
1.24	International Chairman	€7 101	€3 332	€7 101	€3 332
1.25	Local member	R58 119	R27 270	R58 119	R27 270
1.26	International member	€4 581	€2 149	€4 581	€2 149
Ad hoc Strategy Execution Committee
1.27	Chairman	R108 972	R51,133	R108 972	R51 133
1.28	International Chairman	€8 046	€ 3 776	€8 046	€3 776
1.29	Local member	R58 119	R27 270	R58 119	R27 270
1.30	International member	€4 581	€2 149	€4 161	€1 953
Directors Affairs and Corporate Governance Committee
1.31	Chairman	R100 628	R37 736	R105 656	R39 622
1.32	International Chairman	€8 754	€3 284	€8 754	€3 284
1.33	Local member	R47 591	R22 335	R50 589	R23 742
1.34	International member	€3 764	€1 766	€4 141	€1 943

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Notice of the 29th Annual General Meeting continued

Information pertinent to special resolution number 1

The reason for special resolutions number 1.1 to 1.34 is to grant the Company the authority to pay remuneration to its non-executive directors for their services as directors in accordance with the provisions of the Companies Act. The effect of the special resolutions number 1.1 to 1.34 is that the Company will be able to pay its non-executive directors for the services they render to the Company as directors, until the next AGM. As the Strategy Execution Committee was only established after the 2023 AGM, the approval of remuneration for members of this committee is new and, accordingly, resolutions 1.27 to 1.30 thus incorporate both an approval of fees for the period until the Company's next AGM, as well as an approval for the fees for the period from its commencement to this AGM, with the fees paid or payable for this period being approved and, to the extent required, ratified. Percentage voting for each of special resolutions number 1.1 to 1.34 will be considered by way of a separate vote and, in order for each such resolution to be adopted, the support of at least 75% (seventy-five percent) of votes cast by shareholders present or represented by proxy at this AGM is required on such resolution.

Special resolution number 2

Repurchase of the Company's shares

"Resolved that the Company and/or a subsidiary of the Company, is authorised to repurchase or purchase, as the case may be, shares issued by the Company, from any person, upon such terms and conditions and in such number as the directors of the Company or the subsidiary may from time to time determine, including that such shares be repurchased or purchased from the capital redemption reserve fund, but subject to the applicable requirements of the Company's MOI, the Companies Act and the JSE Listings Requirements, each as presently constituted and as amended from time to time; and subject further to the restriction that the repurchase or purchase, as the case may be, by the Company and/or any of its subsidiaries, of shares in the Company of any class under this authority shall not, in aggregate in any one financial year, exceed 10% (ten percent) of the shares in issue in such class as at the commencement of such financial year."

Explanatory note with pertinent information to special resolution number 2

The Board has considered the impact of a repurchase or purchase, as the case may be, of up to 10% (ten percent) of the Company's shares, which falls within the amount permissible under a general authority in terms of the JSE Listings Requirements and, in respect of acquisitions by subsidiaries of the Company, in terms of the Companies Act.

Should the opportunity arise and should the directors deem it to be advantageous to the Company, or any of its subsidiaries, to repurchase or purchase, as the case may be, such shares, it is considered appropriate that the directors (and relevant subsidiaries) be authorised to repurchase or purchase, as the case may be, the Company's shares.

Pursuant to the JSE Listings Requirements, the Company or any subsidiary of the Company may only make a general repurchase or purchase of the shares in the Company under the foregoing authority subject to the following:

1. The repurchase or purchase of securities being effected through the order book operated by the JSE Limited (JSE) trading system and done without any prior understanding or arrangement between the Company and the counterparty (reported trades are prohibited).
2. Authorisation thereto is given in terms of the MOI.
3. At any point in time, the Company may only appoint one agent to effect the general repurchase(s) on the Company's behalf.

1. Approval by shareholders in terms of a special resolution of the Company, in annual general/general meeting, which shall be valid only until the next AGM or for 15 (fifteen) months from the date of the resolution, whichever period is shorter.
2. A resolution by the Board that it authorises the repurchase, that the Company and its subsidiaries have passed the solvency and liquidity test as contemplated in S4 of the Companies Act and that since the test was performed there have been no material changes to the financial position of MTN Group.
3. The Company or its subsidiaries may not repurchase any of the Company's shares during a prohibited period as defined in the JSE Listings Requirements, unless they have in place a repurchase programme and the Company has submitted the repurchase programme to the JSE in writing prior to the commencement of a prohibited period, which will include the following details:
4. • The name of the independent agent.
   • The date the independent agent was appointed by the Company.
   • The commencement and termination date of the repurchase programme.
   • Where the quantities of securities to be traded during the relevant period are fixed (not subject to variation).

The Company will instruct only one independent third party, which makes its investment decisions in relation to the Company's securities independently of, and uninfluenced by, the Company, prior to commencement of the prohibited period to execute the repurchase programme submitted to the JSE.

7. No repurchases may be made at a price that is greater than 10% (ten percent) above the weighted average of the market value for the securities for the five business days immediately preceding the date on which the transaction is effected (the maximum price). The JSE will be consulted for a ruling if the Company's securities have not traded in such a five-day period.

After considering the effects of such maximum repurchase, the Board states that:

• The Company and the Group will be able to, in the ordinary course of business, pay its debts for a period of 12 months after the date of the Notice of AGM.
• The assets of the Company and the Group will be in excess of the liabilities of the Company and the Group for a period of 12 months after the date of the Notice of AGM. For this purpose, the assets and liabilities should be recognised and measured in accordance with the accounting policies used in the latest Audited Consolidated Annual Group Financial Statements.
• The share capital and reserves of the Company and the Group will be adequate for ordinary business purposes for a period of 12 months after the date of the Notice of AGM.
• The working capital of the Company and the Group will be adequate for ordinary business purposes for a period of 12 months after the date of the Notice of AGM.

Notice of Annual General Meeting for the year ended 31 December 2023

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