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MTN Group Limited Interim Results for the six months ended 30 June 2016

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Page 1: MTN Group Limitedmtn-investor.com/reporting/interims_2016/pdf/booklet-2016.pdf · years in a full and final settlement. This was agreed in addition to complying with certain other

MTN Group LimitedInterim Results

for the six months ended 30 June 2016

Page 2: MTN Group Limitedmtn-investor.com/reporting/interims_2016/pdf/booklet-2016.pdf · years in a full and final settlement. This was agreed in addition to complying with certain other

Contents

CONTENTSRESULTS OVERVIEW 01

Highlights 01Results overview 02Reviewed condensed consolidated interim financial statements 27Independent auditors’ report on condensed consolidated interim financial statements 28Condensed consolidated income statement 29Condensed consolidated statement of comprehensive income 30Condensed consolidated statement of financial position 31Condensed consolidated statement of changes in equity 32Condensed consolidated statement of cash flows 33Notes to the condensed consolidated interim financial statements 34Administration 42

RESULTS PRESENTATION 44

APPENDICES 78

DATA SHEETS 98

Note: Certain financial information presented in these interim financial results constitutes pro forma financial information. The pro forma

financial information is the responsibility of the Group’s board of directors and 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, results of operations or cash flows.

1. Certain financial information presented in these interim financial results has been prepared excluding the impact of hyperinflation and the

relating goodwill impairment, tower profits and the Nigerian regulatory fine and constitutes pro forma financial information to the extent

that it is not extracted from the segment disclosure included in the reviewed condensed consolidated interim financial results for the six

months ended 30 June 2016. This pro forma financial information has been presented to eliminate the impact of hyperinflation and the

relating goodwill impairment, tower profits and the Nigerian regulatory fine from the financial results in order to achieve a comparable

analysis year on year. Hyperinflation adjustments and the relating goodwill impairment, tower profits and the Nigerian regulatory fine have

been calculated in terms of the Group accounting policies disclosed in the previous consolidated financial statements for the year ended

31 December 2015. The pro forma financial information including the constant currency information (refer below) incorporated in these

condensed consolidated interim financial results has not been audited or reviewed by our external auditors.

2. Constant currency (“organic”) information has been presented to illustrate the impact of changes in currency rates on the Group’s results. In

determining the change in constant currency terms, the current financial reporting period’s results have been adjusted to the prior period’s

average exchange rates determined as the average of the monthly exchange rates which can be found on www.mtn.com/investors.

The measurement has been performed for each of the Group’s currencies, materially being that of the US dollar and Nigerian naira.

The organic growth percentage has been calculated based on the current period constant currency results compared to the prior period

results. In addition, in respect of Irancell, MTN Sudan and MTN Syria, the constant currency information has been prepared excluding the

impact of hyperinflation. In 2015, the Iranian economy was assessed to no longer be a hyperinflationary environment. MTN therefore

discontinued hyperinflation accounting in that operation effective 1 July 2015.

* Constant currency (“organic”) information.

** Reported – includes hyperinflation and the relating goodwill impairment, tower profits and the Nigerian regulatory fine.

The Group’s results are presented on a regional basis in line with the Group’s new operational structure. This is comprised of South and East Africa

(SEA), West and Central Africa (WECA) and Middle East and North Africa (MENA).

The SEA region includes: South Africa, Uganda, Zambia, Rwanda, South Sudan, Botswana (joint venture – equity accounted) and Swaziland

(joint venture – equity accounted). The WECA region includes: Nigeria, Ghana, Cameroon, Ivory Coast, Benin, Congo Brazzaville, Liberia, Guinea

Conakry and Guinea Bissau. The MENA region includes: Iran (joint venture– equity accounted), Syria, Sudan, Yemen, Afghanistan and Cyprus.

Although Iran, Botswana and Swaziland form part of their respective regions geographically and operationally, they are excluded from their

respective regional results due to being equity accounted for by the Group.

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1MTN Group Limited

Results overview for the six months ended 30 June 2016

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Page 5: MTN Group Limitedmtn-investor.com/reporting/interims_2016/pdf/booklet-2016.pdf · years in a full and final settlement. This was agreed in addition to complying with certain other

1

MTN Group Limited

Group subscribers reported

232,6million

Data revenue increased by

32,2% to R19 849 million

EBITDA margin decreased

6,6 percentage

points

to 37,1%

Headline loss per share of

271**cents per share

Interim dividend of

250cents per share

Revenue increased by

14,0% to R78 878 million

Data traffic increased by

135,3%

EBITDA decreased by

3,3% to R29 273 million

* Constant currency (“organic”) information.

** Reported – includes hyperinflation and the relating goodwill impairment, tower profits and the Nigerian regulatory fine.

Capex increased by

26,9%to R13 772 million

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MTN Group Limited

Results overview

OVERVIEWMTN continued to operate in a challenging environment for the six months ended 30 June 2016. The financial

performance for the period reflects the confluence of a number of material issues, which created the “perfect

storm”. The Group has made strides towards resolving these challenges although many of these factors fall

outside of its control.

The Group’s reported results were significantly impacted by the Nigerian regulatory fine. On 10 June MTN

Nigeria resolved this matter with the Federal Government of Nigeria (FGN) and agreed to pay the FGN a total cash

amount of 330 billion Nigerian naira (US$1,671 billion, using the exchange rate prevailing at the time) over three

years in a full and final settlement. This was agreed in addition to complying with certain other regulatory

conditions imposed as part of the settlement reached. The 50 billion naira (US$250 million) paid in good faith and

without prejudice by MTN Nigeria on 24 February 2016 forms part of the monetary component of the settlement,

leaving a balance of 280 billion naira (US$1,418 billion, using the exchange rate prevailing at the time) outstanding.

In June 2016 the first scheduled payment of 30 billion naira (US$124 million) was made. The remaining cash

payable at 30 June 2016 amounted to 250 billion naira (US$882 million).

The Group has accrued the present value of 280 billion naira (US$1,418 billion, using the exchange rate prevailing

at the time), which in total had a negative impact of R10 499 million on reported earnings before interest, tax,

depreciation and amortisation and impairment of goodwill (EBITDA) and a R8 632 million negative impact on the

Group’s reported headline losses, or 474 cents on reported headline losses per share. The reported impact on the

Group’s statement of cash flow for the period amounted to R5 870 million, which equates to the 80 billion naira

paid during the period.

During the period, R1 324 million costs were incurred on a range of professional services relating to

the negotiations that led to a reduction of R34 billion in the Nigerian regulatory fine to 330 billion naira

(US$1,671 billion, using the exchange rate prevailing at the time). The board has exercised its judgement and

approved the quantum of the professional fees incurred taking into account global benchmarks and the value

delivered culminating in the final settlement of the Nigerian fine.

Apart from the Nigerian regulatory fine, the depreciation of local currencies against the US dollar had a

substantial impact on the Group’s results. This resulted in foreign exchange losses amounting to R3 606 million

during the period. MTN South Sudan reported an impairment on property, plant and equipment (PPE) of

R259 million** (using a rand/sudanese pound exchange rate of 0,376). When the impairment write-off is

presented on an organic basis the impairment amounts to R2 632 million* (using a rand/sudanese pound

exchange rate of 3,837). This organic impairment write-off had a significant negative impact on organic EBITDA.

The Group’s underlying performance was impacted by weak macro-economic conditions affecting consumer

spending, the withdrawal of regulatory services in MTN Nigeria from July 2015 until May 2016 and

disconnections of subscribers related to subscriber registration requirements, mainly in Nigeria. MTN Nigeria

disconnected the last batch of 4,5 million subscribers in February 2016. MTN Uganda and MTN Cameroon were

also impacted by subscriber registration requirements. This resulted in significant free minutes provided for

subscriber re-registration campaigns, contributing to a 12,2%* decline in the effective voice tariff. The Group’s

performance was further impacted by aggressive price competition and under-performance of MTN South

Africa.

MTN Irancell (joint venture – equity accounted), MTN Ghana and MTN Cyprus delivered strong operational and

financial performances for the period.

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MTN Group Limited

Results overview (continued)

EBITDA RECONCILIATION

EBITDA (ZAR ‘million) H1 16 Change %

Reported 18 882 (38,4)

Nigeria regulatory fine 10 499

Hyperinflation (90)

Towers (18)

Operational 29 273 (3,3)

Organic 22 434 (25,9)

Impairment of PPE in South Sudan 2 632

Professional fees relating to Nigerian regulatory fine 1 324

Organic excluding above costs 26 390 (12,8)

EBITDA, excluding the impact of the Nigerian regulatory fine (R10 499 million), hyperinflation (R90 million) and the

realisation of the deferred profit from the sale of towers in Ghana (R18 million), declined 3,3%. This was positively

impacted by foreign exchange movements (23%). Organic EBITDA declined 25,9%*, negatively impacted by

R1 324 million in costs incurred on a range of professional services relating to the negotiations that led to a

reduction of R34 billion in the Nigerian regulatory fine and the impairment of PPE in South Sudan of

R2 632 million*. The impairment for PPE of South Sudan impacted organic EBITDA by 8,7%*. MTN South Sudan’s

full results impacted organic EBITDA by 9,8%*. Excluding the impact of professional fees relating to the Nigerian

regulatory fine negotiations and the MTN South Sudan impairment, EBITDA declined 12,8%*.

The Group EBITDA margin declined 6,6 percentage points (pp) to 37,1%. This excludes the impact of the

Nigerian regulatory fine, hyperinflation and the realisation of the deferred profit from the sale of towers in Ghana.

Losses from joint ventures and associates amounted to R1 692 million**. This included a charge of

R1 039 million** incurred by MTN Irancell, mainly relating to the depreciation and amortisation of hyper-inflated

assets that were historically written up under hyperinflation reporting. Upon the discontinuation of hyperinflation

accounting in Iran, effective 1 July 2015, hyperinflation adjustments are limited to the depreciation and

amortisation charges on previously hyper-inflated assets until 2033. The Group reported losses of R2 463 million

in relation to MTN’s share of Nigerian TowerCo losses, which were mainly as a result of foreign exchange losses

incurred on US dollar-denominated loans. In addition, the Group also reported short-term losses on MTN’s share

in Africa Internet Holdings (AIH), Middle East Internet Holdings (MEIH) and Iran Internet Group (IIG) (R494 million).

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MTN Group Limited

Results overview (continued)

HEPS RECONCILIATION

ZAR (cents) H1 16 Change %

Reported attributable earnings/(loss) per share (301) (146)

Profit on disposal of non-current assets (including tower profits) (2) (100)

Profit on dilution of investment in joint venture (15) (100)

Impairment of goodwill, PPE and non-current assets 47 NM

Reported basic headline earnings/(loss) per share (271) (141)

Nigeria regulatory fine 474

Basic headline earnings/(loss) per share excluding Nigeria regulatory fine 203 (69)

Hyperinflation 20 150

Operational basic headline earnings/(loss) per share excluding Nigeria regulatory fine, hyperinflation and tower profits 223 (63)

Losses from AIH, MEIH, IIG 27 50

Losses from tower companies 136 NM

Net forex losses 135 160

Professional fees related to the Nigerian regulatory fine negotiation 73 NM

Basic headline earnings per share excluding Nigeria regulatory fine, hyperinflation, tower profits, losses from AIH, MEIH, IIG, tower companies, net forex losses and professional fees related to the Nigerian regulatory fine 594 (12)

The Group reported a headline loss per share of 271 cents**, which was mainly as a result of the Nigerian

regulatory fine (474 cents**). Excluding the impact of the Nigerian fine, headline earnings per share (HEPS)

declined 69% to 203 cents. In addition, the headline number was negatively impacted by losses from joint

ventures and associates, which were negatively affected by hyperinflation of 20 cents** (positive impact of

40 cents** in 2015), losses from the TowerCo’s of 136 cents** (3,5 cents** in 2015), AIH, MEIH and IIG of

27 cents** (18 cents** in 2015) and net forex losses of 135 cents** (52 cents** in 2015). This was further

negatively impacted by a range of professional services relating to the negotiations that led to the reduction

in the Nigeria regulatory fine (73 cents**). Excluding the impact of the fine, hyperinflation, losses from the

TowerCo’s, AIH, MEIH and IIG, forex losses and a range of professional fees relating to the fine negotiations,

basic HEPS declined 11,7% to 594 cents.

FINANCIAL PERFORMANCE SUMMARY The Group continued to benefit from its significant scale and footprint, maintaining its leadership position in 15

markets. Group subscriber numbers remained flat at 232,6 million following 6,6 million subscriber disconnections

over the six-month period in Nigeria, Uganda and Cameroon. Since October 2015 approximately 18 million

subscribers across the Group were disconnected to ensure compliance with the subscriber registration processes.

MTN South Africa reported a decline in subscriber numbers mainly as a result of strong competition and economic

pressure in a highly penetrated market.

Group revenue increased by 14,0% to R78 878 million, benefiting from the average exchange rate movement of

the rand against the naira. On an organic basis, Group revenue increased by 1,5%*, impacted by a decline in

outgoing voice and data revenue in Nigeria following the withdrawal of regulatory services from MTN Nigeria

until May 2016. This had a significant negative impact on MTN Nigeria’s revenue growth for the first four months

of the period. This was partly offset by higher revenue growth by MTN South Africa, supported by strong device

sales and an increase in data revenue during the period.

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MTN Group Limited

Results overview (continued)

The Group benefited from healthy double digit data revenue growth in the majority of the markets in which it

operates. Group data revenue increased by 32,2% (19,7%*) and contributed 25,2% to total revenue despite a

46,9% decline in the effective data tariff (in constant currency US dollar terms). Digital revenue, including Mobile

Financial Services revenue, contributed 32,1% to data revenue. This was supported by a 135% increase in data

traffic and the increased take up of digital lifestyle services.

Outgoing voice revenue increased by 8,0% and decreased by 5,4%* on an organic basis. This was negatively

impacted by a 12,2%* decline in the effective voice tariff (average price per minute, in constant currency US dollar

terms) as a result of continued price competition, subscriber disconnections and free minutes used for subscriber

re-registration campaigns. The use of multiple SIM cards, increased substitution for data services and increased

pressure on consumer spending also negatively impacted outgoing voice revenue.

MTN Nigeria’s competitiveness was compromised by the mandatory disconnection of subscribers and the

suspension of regulatory services until May 2016 when the operation attained the necessary approvals to

introduce market-related pricing plans and promotions. In addition, the introduction of regulatory restrictions on

“out-of-bundle” data tariffs impacted MTN Nigeria’s data revenue growth.

MTN South Africa’s revenue increased mainly as a result of higher device sales and data revenue. These were

supported by our continued investment in our 3G and LTE network as well as attractive data and digital value

propositions. Growth in outgoing voice revenue remained a challenge, impacted by a 48 hour network outage

affecting approximately one million subscribers in February 2016 and higher churn in the post-paid segment.

Excluding the impact of the Nigerian regulatory fine, hyperinflation and tower profits, the Group EBITDA margin

declined by 6,6 pp to 37,1%. This was a result of the lower EBITDA margins in Nigeria and South Africa. The EBITDA

margin in Nigeria was impacted by the 4,8%* decline in revenue and an 11,3%* increase in costs mainly as a result

of the transfer of the second tranche of the previously sold passive infrastructure into the TowerCo as well as US

dollar-denominated expenses associated with the TowerCo and build-to-suit sites. Costs were further impacted

by increased marketing and commission spend related to re-connecting subscribers affected by the subscriber

registration process. MTN South Africa’s EBITDA margin was negatively impacted by lower handset margins

following aggressive handset sales and increased network-related costs associated with the expansion of 3G and

LTE sites.

Cash inflows generated by operations decreased by 9,2%** to R23 870 million** mainly as a result of the down

payment of R5 870 million** relating to the Nigerian regulatory fine during the period.

The Group continued to increase investment in the network with a focus on increasing coverage, speed and

quality of 3G and LTE in prime areas to support the increasing demand for data services. Capital expenditure

(capex) increased by 26,9% (15,4%*) to R13 772 million. MTN South Africa’s capex amounted to R4 773 million,

representing 34,7% of total capex. Capex in Nigeria amounted to R2 534 million and was impacted by delays in

network re-planning. More recently, our capex in Nigeria was impacted by the limited availability of US dollars.

During the period, the Group rolled out 873 2G sites, 3 660 co-located 3G sites and 2 691 LTE sites. The Group also

rolled out 1 132 km of long-distance fibre and connected a total of 422 sites to fibre. Capex spend included the

purchase of LTE spectrum and licences in various markets to enable better quality data networks across its

operations.

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MTN Group Limited

Results overview (continued)

LEADERSHIP CHANGES During the period the Group announced the appointment of new executives and additional independent non-

executive directors to the board with the objective of strengthening management, enhancing governance and

aiding the strategy of the Group.

MANAGEMENT

Following a widespread executive search, MTN announced the appointment of Rob Shuter as the new Group

president and CEO. Rob will join MTN as soon as is practically possible in 2017 but no later than 1 July 2017. Rob

has extensive experience in telecoms and banking across Africa and Europe, including holding the position of

CEO, Vodafone Europe cluster. The Group also welcomes the newly appointed vice presidents (VPs):

Stephen van Coller, VP for M&A and Strategy, effective 1 October 2016, who brings with him commercial and

banking experience, and will help broaden MTN’s skill set as the Company evolves beyond

telecommunications.

Godfrey Motsa, VP for the South and East Africa region (excluding South Africa), who brings vast experience in

telecoms and operating within sub-saharan Africa.

Kholekile Ndamase was appointed as deputy head of mergers and acquisitions, with effect from

10 September 2016. Kholekile joins MTN from Rand Merchant Bank (RMB), where he led the equity-based

financing business.

The Group appointed Babak Fouladi as Group chief technology and information officer, effective 1 June 2016.

Babak will spend 12 months as chief and technology officer for the South African operation until the network is

operating at an optimum level and higher quality before taking on the Group role. Babak brings with him global

expertise and experience to build and lead strong teams to drive and implement on large-scale converged

networks, complex systems and applications.

Brett Goschen, the Group chief financial officer (CFO), will be leaving MTN after 14 years of service to MTN,

effective 30 September 2016. At the same time he will be stepping down from the board of directors of the Group.

The board of directors and management would like to thank Brett for his valuable contribution to the Group.

Gunter Engling, currently CEO of MTN Rwanda and previously Group finance executive, will assume the position

of Acting Group CFO on Brett’s departure until a permanent CFO is appointed. The Group hopes to appoint a new

CFO before the year-end.

After completing his two key mandates of settling the Nigerian fine and appointing the new Group CEO,

Phuthuma Nhleko will revert to his role as non-executive chairman as soon as Rob Shuter assumes his position as

Group president and CEO. In the interim, Phuthuma will hand over more operational responsibility to Stephen

van Coller and Gunter Engling and will continue to provide the necessary leadership as non-executive chairman

for a maximum period of two years (until no later than December 2018) when he plans to step down from this

position.

Board of directors (appointments and resignations)

The Group also refreshed the composition of the board of directors for MTN Group and MTN South Africa,

providing more in-depth commercial, risk and governance skills and experience.

Specifically, the following individuals have been appointed to the Group board of directors as independent non-

executive directors effective 1 August 2016:

Stan Miller has global experience in expanding businesses into new markets, exposure to convergence, as well

as strong business and operational acumen. His telecoms experience ranges from co-founding subscription

television channel M-Net to leading the growth of Dutch telecoms company KPN in the Netherlands. He is the

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MTN Group Limited

Results overview (continued)

executive chairman of AINMT A.B. Sweden and non-executive member of the board of MTS JSC. Russia, a

telecommunications operator in Russia.

Paul Hanratty brings a wealth of experience in financial services in the UK, US, Africa, Asia and Latin America.

He has worked at Old Mutual for over 30 years and has sat on the boards of various other financial services

companies. Paul has extensive M&A experience and has devised and implemented growth strategies for

businesses in many countries.

Nkululeko “Nkunku” Sowazi is the chairman of Kagiso Tiso Holdings, a leading South African investment holding

company, with significant interests in the media, financial and industrial sectors. Nkunku was the executive

chairman and co-founder of the Tiso Group and is currently a director of Grindrod Limited, a JSE listed company,

and a non-executive director of listed and unlisted organisations spanning Ghana, the UK, the US and South

Africa. Nkunku has had significant exposure to listed and non-listed boards and has extensive experience in

M&A and management transformation. He sat on the Nominations Committee, Audit & Risk Committees at

Exxaro and Aveng.

MJN Njeke and JHN Strydom, who served on the board of directors of the Group as independent non-executive

directors for an aggregate period in excess of nine years, retired as directors of the Group at the Annual General

Meeting held on 25 May 2016. The board of directors of the Group thanks them for their valuable contribution

over the years.

Mike Harper, Mike Bosman, Lerato Phalatse and Trudi Makhaya have been appointed as independent non-

executive directors to the board of directors of MTN South Africa, effective 1 July 2016. The commercial experience

of these additional directors will greatly benefit MTN South Africa. These directors collectively have extensive

experience in the media, insurance, retail banking and FMCG sectors as well as in-depth knowledge of stakeholder

engagement.

PROSPECTS The MTN Group continues to work towards achieving its vision of “leading the delivery of a bold, new Digital

World to our customers”. The Group is in the process of undertaking, with external assistance, a deep and

fundamental strategic review of its operations and processes to ensure it is operating far more optimally given

the pressure on voice revenues, evolving customer needs for high quality data and more complex and competitive

market environments. This will reset and position the business for future growth in a rapidly evolving sector.

As part of the review, the following key areas will be addressed:

An advanced analytics unit will be established to support the business to drive network quality and high-

speed data connectivity especially in key locations with high demand, provide compelling segmented

offerings to consumers and enterprises, improve customer service and increase targeted smartphone uptake.

Operating efficiencies and improving customer service remain a priority with a focus on the service channels

productivity through digitisation and leveraging Mobile Money as a distribution channel. Continued network

optimisation and improved opex management, including the implementation of zero-based budgeting, will

also contribute to improving efficiencies.

The Group will continue to explore opportunities to create value through leveraging its extensive infrastructure

across Africa and the Middle East.

Improving the way of work through increased coordination between different parts of the business is key to

the success of this strategy.

The Group will embark on a process of housing new revenue streams, particularly Digital Services, outside the

core business. This will allow for more agility and greater flexibility to accelerate growth in these areas. New

revenue streams are expected to increase their contribution to revenue over the next 12 to 18 months.

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MTN Group Limited

Results overview (continued)

The Group will also continue to seek value-accretive expansion opportunities in selected geographies across

Africa and the Middle East.

MTN’s investments in towers with IHS Holding Limited are evidenced by our substantial ownership interest in INT

Towers Limited and our direct investment in IHS. IHS continues to grow and develop its business with leading

market positions in five markets and has recently led in-market consolidation in Africa through its acquisition of

Helios Towers Nigeria. IHS is now the largest independent tower operator in EMEA by tower count and the tenth

largest independent tower company in the world, with more than 24 000 towers. IHS is extremely well positioned

for future growth and build-out from 3G upgrades and the move to LTE across its key markets. MTN will benefit

from IHS’ strong growth, IHS will also help us accelerate our network expansion in markets such as Nigeria further

improving the benefits and services for our customers.

MTN aims to list MTN Nigeria on The Nigerian Stock Exchange during 2017 and has established a management

task team with the responsibility to guide the company towards such a listing. The proposed listing is subject to

suitable market prevailing circumstances and conditions and the appropriate approvals from relevant regulators

and other stakeholders.

MTN Ghana will proceed with the localisation of 35% of its shares during the course of 2016. This is a requirement

of winning the auction for a 4G/LTE licence earlier this year.

We are confident that by year-end we would have successfully completed our proposed management changes.

In 2017, we will have a permanent and refreshed senior management team to take the Group forward.

In Nigeria, following the reinstatement of regulatory services, we expect to improve our competitiveness in this

market and anticipate an improved performance for the remainder of the year. Data growth will also benefit from

the increased investment in 3G and LTE networks in key cities and the utilisation of the recently acquired

spectrum.

We anticipate a positive growth trend in South Africa, supported by a strong focus on customer service and

improving the network quality, capacity and speed. Data growth will continue to be underpinned by our ongoing

significant investment in 3G and LTE.

The continued easing of sanctions in Iran and its related economic uplift offers significant opportunities to

expand services particularly in the digital space, benefiting from MTN’s strong position and a youthful population.

MTN continues to work towards remitting some of its cash amounting to approximately R15,4 billion from MTN

Irancell, although this a complex process.

In November 2016, MTN’s Broad-Based Black Economic Empowerment (BBBEE) vehicle, MTN Zakhele will unwind.

Upon unwinding, MTN Zakhele shareholders will be given the option to receive cash, MTN shares or potentially

reinvest into a new scheme. MTN is currently reviewing various options to create a new scheme to maintain its

BBBEE ownership credentials in line with the BBBEE codes.

The Group has declared an interim dividend of 250 cps. The FY 2016 minimum dividend, as previously noted at

the Group’s FY2015 results, is anticipated to be 700 cps. This takes into consideration the impact of the Nigerian

regulatory fine and the limited US dollar liquidity in Nigeria. The minimum dividend remains at the discretion of

the board. Should operating conditions improve materially, we would look to declare a higher dividend than

advised.

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MTN Group Limited

Results overview (continued)

NET SUBSCRIBER ADDITIONS AND CAPEX GUIDANCE 2016

NET SUBSCRIBER ADDITIONS

Country

Guidance provided

March 2016

Updatedguidance

Actual

SEA 3 515 1 850

South Africa 1 100 1 100

Uganda 1 800 950

Other 615 (200)

WECA 6 825 4 725

Nigeria 3 500 800

Ghana 1 100 1 800

Cameroon 1 000 1 000

Ivory Coast 400 475

Other 825 650

MENA 1 610 1 500

Iran 1 100 1 500

Syria – (100)

Sudan 350 400

Other 160 (300)

Total 11 950 8 075

CAPEX

Authorised Capitalised

ZAR (million) (Rm) June 2016 June 2015

SEA 13 548 5 626 5 896

South Africa 11 280 4 773 4 678

Uganda 807 364 556

Other 1 461 489 662

WECA 16 162 6 975 3 652

Nigeria 11 130 2 534 1 172

Ghana 1 258 1 646 355

Cameroon 1 157 1 121 943

Ivory Coast 815 842 422

Other 1 802 832 760

MENA 3 539 1 064 732

SyriaΔ 1 543 191 56

SudanΔ 1 280 549 337

Other 716 324 339

Head office companies and eliminations 1 865 107 572

Total 35 114 13 772 10 852

Hyperinflation – 78 17

Total reported 35 114 13 850 10 869

Iran (49%)Δ 3 518 2 313 1 854

Δ Excluding hyperinflation

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MTN Group Limited

Results overview (continued)

TO LEAD THE DELIVERY OF A BOLD, NEW DIGITAL WORLD TO OUR CUSTOMERSThe Group continues to focus on growing non-voice revenue given the rapid evolution of telecommunications

into a data-led industry. Revenue is no longer driven by subscriber numbers but rather by consumer spending

patterns towards data and digital services. MTN is more agile and innovative and has a deeper understanding of

customer needs, enabling it to compete effectively.

GROUP CONSUMER

The Group Consumer division’s focus for the period was to integrate customer analytics across the operations to

meet customers’ changing needs. Improving analytics is a key priority for the Group with substantial room for

improvement and will form part of the strategic review the Group is currently undergoing.

During the period a number of global value propositions were introduced. “MTN Go”, a bundle plan focusing on

driving the transition to data, was launched in six markets and “MTN Hello World”, a global roaming proposition,

was launched in ten markets.

The Group’s net promoter score (NPS) improved from 24% in December 2015 to 27% in June 2016, closing the

gap with its competitors. This was mainly driven by improvement on the network, value offerings and brand

image. Improving NPS remains a key focus.

GROUP DIGITAL SERVICES

Group Digital Services continued to expand its e-commerce, digital media and mobile financial services across

Africa and the Middle East, leveraging MTN’s core competencies of a strong brand, knowledge of and access to

customers, scale and distribution. MTN recorded strong growth in digital services revenue, supported by lifestyle

and Mobile Financial Services. MTN recently launched Games Club, our premium gaming proposition and

continued to gain strong momentum on its music offerings as one of the major distributors of digital music in

Africa.

MTN Mobile Money registered customers increased by 5,0% to 36,5 million across 15 countries and increased

revenue by 40,8%* to R1 289 million when compared to June 2015. Active customers increased by 18,0%,

supported by a strong performance from MTN Uganda, MTN Ghana, MTN Rwanda and MTN Benin. Revenue

growth was supported by focused customer engagement and a common, more agile platform enabling

converged campaigns and incentives. MTN continues to focus on advanced financial services such as remittance

services, micro-lending and saving offerings and recorded 160 000 agents.

AIH and MEIH, MTN’s e-commerce joint ventures, continue to deliver good growth. While performance in the AIH

business was negatively impacted by the macro-economic slowdown in Nigeria, MEIH continued to gain strong

momentum. Unit economics in both businesses continued to improve. AIH recorded approximately three million

customers, and approximately 2,5 million transactions and 1,3 million leads on its classified business in the

six-month period. In addition, MEIH comprises seven companies in the Middle East, with approximately

600 000 customers and 3,3 million transactions during the period. IIG, our Iranian e-commerce business, gained

strong momentum, supported by its taxi-hailing business benefiting from a youthful population and high

smartphone penetration.

The TravelStart business, in which MTN acquired a 37,3% indirect interest through Amadeus, recorded

259 000 bookings during the period.

ENTERPRISE BUSINESS UNIT (EBU)

In the six-month period, EBU continued to align operations to become the ICT partner of choice for corporate,

multinational, SME and public sector customers. While there is a clear opportunity in this market, the EBU function

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MTN Group Limited

Results overview (continued)

continues to operate in a competitive environment with little traction gained. The Group, as part of its strategic

review, will embark on a process aimed at accelerating growth in this area.

We continued to focus on the MTN Business Cloud, a hybrid platform using Windows Azure Pack, which is

available across all MTN operating companies offering infrastructure, platforms and databases as services. MTN

Business has also extended its Cloud Delivery Platform to provide various independent software vendor solutions,

particularly to SMEs in four markets. MTN Business invested in the rollout of Global MPLS (multiple protocol label

switching) across 27 points of presence together with centralised global monitoring and reporting services. In

addition, MTN Business has launched dedicated internet services to its clients in 11 markets. It also extended its

Pan African Internet of Things platform to Ghana and Cameroon during the period.

FINANCIAL REVIEWREVENUE

Table 1: Group revenue by country

Actual

(Rm)

Prior

(Rm)

Reported

% change

Organic

% change

Contribution

to revenue

%

South and East Africa 25 156 24 456 2,9 7,6 31,8

South Africa 19 841 18 882 5,1 5,1 25,2

Uganda 2 804 2 540 10,4 (2,3) 3,5

Other 2 511 3 034 (17,2) 31,9 3,1

West and Central Africa 46 347 38 296 21,0 (2,5) 58,8

Nigeria 28 941 24 649 17,4 (4,8) 36,7

Ghana 5 165 3 496 47,7 18,9 6,5

Cameroon 3 202 2 742 16,8 (8,7) 4,1

Ivory Coast 3 751 3 081 21,7 (3,9) 4,8

Other 5 288 4 328 22,2 (2,0) 6,7

Middle East and North

Africa 7 402 6 569 12,7 1,9 9,4

Syria 1 068 1 329 (19,6) 10,5 1,3

Sudan 2 345 1 610 45,7 15,7 3,0

Other 3 989 3 630 9,9 (7,4) 5,1

Head office companies

and eliminations (27) (111) – – –

Total 78 878 69 210 14,0 1,5 100,0

Hyperinflation 237 94 – – –

Total reported 79 115 69 304 14,2 1,7 100,0

Group revenue increased 14,0% to R78 878 million for the six-month period. This was positively impacted by the

average exchange rate movement of the rand against the naira when compared to the previous corresponding

period. Over the period, the average rand weakened against all our major revenue contributing currencies,

declining 22,3% against the US dollar and 18,5% against the naira. In addition, the rand weakened 16,0% against

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MTN Group Limited

Results overview (continued)

the Iranian rial, 21,9% against the Ghanaian cedi, 21,8% against the Central African franc, 11,7% against the

Ugandan shilling and 20,0% against the Sudanese pound. The rand strengthened 36,6% against the Syrian pound.

On an organic basis, Group revenue increased by 1,5%*. WECA revenue decreased by 2,5%* and remains the

largest contributor to total Group revenue at 59% at the end of June 2016. SEA grew revenue by 7,6%* and

contributed 32% to total Group revenue while MENA increased revenue by 1,9%* and contributed 9% to total

Group revenue.

The lower-than-expected revenue growth was negatively impacted by a decline in revenue growth in Nigeria

(down 4,8%*), Cameroon (down 8,7%*), Ivory Coast (down 3,9%*) and Uganda (down 2,3%*). Regulatory

challenges and aggressive competition negatively impacted revenue growth in these markets. This was partly

offset by higher revenue growth in South Africa and Ghana, which increased by 5,1% and 18,9%* respectively.

South Africa’s increase in revenue was driven by higher handset sales and data revenue growth during the period

while Ghana’s healthy revenue growth was attributable to competitive voice and data offerings. Sudan and Syria

also supported growth in total Group revenue and increased revenue by 15,7%* and 10,5%*, respectively.

Table 2: Group revenue analysis

Actual

(Rm)

Prior

(Rm)

Reported

% change

Organic

% change

Contribution

to revenue

%

Outgoing voice 44 690 41 392 8,0 (5,4) 56,7

Incoming voice 7 777 6 889 12,9 (2,7) 9,9

Data 19 849 15 013 32,2 19,7 25,2

SMS 1 735 2 042 (15,0) (22,0) 2,2

Devices 3 885 2 905 33,7 36,5 4,9

Other 942 969 (2,8) (12,1) 1,1

Total 78 878 69 210 14,0 1,5 100,0

Hyperinflation 237 94 – – –

Total reported 79 115 69 304 14,2 1,7 100,0

Total outgoing voice revenue declined by 5,4%* and contributed 57% to total Group revenue while data revenue

increased by 19,7%* and contributed 25% to total Group revenue. Incoming voice revenue declined by 2,7%* and

contributed 10% to total Group revenue. Device revenue increased 36,5%* and contributed 5% to total Group

revenue. SMS and other revenue comprise the remaining 3% of total Group revenue. SMS revenue decreased

22,0%*.

Outgoing voice revenue was negatively impacted by a decline in Nigeria (down 5,6%*) and South Africa (down

6,1%). Nigeria was impacted by the subscriber disconnections related to the subscriber registration process and

the withdrawal of regulatory services until the beginning of May 2016. The decline in South African revenue was

negatively impacted by a 48 hour network outage in February 2016 and increased churn in the post-paid segment

due to competition. While average voice traffic increased 7,9%, the Group US dollar effective voice tariff in

constant currency terms declined 12,2%*. This was largely due to free minutes offered as an incentive to win back

disconnected subscribers and price competition in the majority of the key markets.

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MTN Group Limited

Results overview (continued)

Table 3: Data revenue by country

Actual

(Rm)

Prior

(Rm)

Reported

% change

Organic

% change

South and East Africa 8 545 7 140 19,7 21,8

South Africa 6 766 5 677 19,2 19,2

Uganda 920 664 38,6 22,7

Other 859 799 7,5 39,8

West and Central Africa 9 708 6 869 41,3 13,8

Nigeria 5 587 4 661 19,9 (2,7)

Ghana 1 991 952 109,1 68,0

Cameroon 603 315 91,4 49,5

Ivory Coast 642 447 43,6 13,4

Other 885 494 79,1 42,1

Middle East and North Africa 1 652 1 045 58,1 44,5

Syria 308 362 (14,9) 16,9

Sudan 649 290 123,8 78,3

Other 695 393 76,8 45,0

Head office companies and eliminations (56) (41) – –

Total 19 849 15 013 32,2 19,7

Hyperinflation 66 20 – –

Total reported 19 915 15 033 32,5 20,0

Data revenue growth was supported by healthy double-digit growth in the majority of operations despite a

continued reduction in data pricing as a result of competition. Data traffic increased 135,3% while the effective

data tariff declined 46,9%* (in constant currency US dollar terms). This was partly offset by a decline in data

revenue in Nigeria (down 2,7%*) as a result of stringent regulatory restrictions when charging “out-of-bundle” data

rates.

Digital revenue contributed 32,1% to total Group data revenue, supported by healthy growth in Mobile Financial

Services and an increased uptake of content services. These include entertainment, religious and educational

services.

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MTN Group Limited

Results overview (continued)

COSTS

Table 4: Cost analysis

Actual

(Rm)

Prior

(Rm)

Reported

% change

Organic

% change

%

of revenue

Handsets 6 036 4 440 35,9 33,5 7,7

Interconnect 6 868 5 930 15,8 1,5 8,7

Roaming 476 394 20,8 14,7 0,6

Commissions 4 689 4 800 (2,3) (13,5) 5,9

Government and regulatory costs 2 955 2 834 4,3 (5,3) 3,7

VAS/Digital revenue share 2 143 1 091 96,4 66,3 2,7

Service provider discount 987 902 9,4 9,5 1,3

Network 12 257 8 314 47,4 33,3 15,5

Marketing 1 789 1 639 9,2 (2,1) 2,3

Staff costs 4 770 4 153 14,9 7,6 6,0

Other OPEX 6 635 4 439 49,5 93,9 8,4

Total 49 605 38 936 27,4 22,8 62,9

Regulatory fine 10 499 – – – –

Hyperinflation 147 45 – – –

Total reported 60 251 38 981 54,6 44,6 76,2

Group operating costs excluding the impact of the Nigerian regulatory fine, hyperinflation and tower profits

increased by 27,4% to R49 605 million. This was impacted by average exchange rate movements of the rand

against the operating currencies, which had a negative impact of R1,8 billion.

On an organic basis, total Group costs increased by 22,8%*. WECA increased its costs by 9,1%* and contributed

52% to total Group costs while SEA increased its costs by 37,2%* and contributed 36% to total Group costs. MENA

increased costs by 1,9%* and contributed 10% to total Group costs. Head office costs contributed 2% to total

Group costs.

Once-off costs included professional fees of R1 324 million and PPE impairment in South Sudan of R2 632 million*.

Excluding these costs incurred, costs increased by 12,6%*. During the period R1 324 million* costs were incurred

on a range of professional services relating to the negotiations that led to a reduction of R34 billion in the Nigerian

regulatory fine.

The increase in total costs was mainly as a result of higher costs in Nigeria (up 11,3%*). This was largely impacted

by US dollar-denominated exposure mainly associated with the previously concluded tower transactions, rent

and utilities related to build-to-suit sites, as well as marketing and distribution costs related to the subscriber

registration process. MTN South Africa costs were higher by 14,0%, impacted by the increase in network-related

costs associated with the network expansion during the period. In South Sudan, the impairment on PPE of

R259 million had a significant impact on SEA costs.

Total direct network operating costs increased 33,3%* and contributed 25% to total costs while device costs

increased by 33,5%* and contributed 12% to total costs. Interconnect and roaming costs increased 2,3%* and

contributed 15% to total costs while staff costs increased 7,6%* and contributed 10% to total Group costs. Selling,

distribution and marketing costs increased marginally and contributed 19% to total Group costs. Government

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15

MTN Group Limited

Results overview (continued)

and regulatory costs declined 5,3%* and contributed 6% to total Group costs while other operating costs

increased 93,9%* and contributed 13% to total Group costs.

The increase in direct network operating costs was due to aggressive 3G and LTE network expansion in key

markets, higher rent and utilities costs and foreign-denominated expenses mainly in Nigeria. The increase in

device costs was mainly a result of higher volumes of smartphones sold in South Africa.

EBITDA

Table 5: Group EBITDA by country

Actual

(Rm)

Prior

(Rm)

Reported

% change

Organic

% change

South and East Africa 7 213 8 555 (15,7) (47,3)

South Africa 5 979 6 724 (11,1) (11,1)

Uganda 842 915 (8,0) (18,6)

Other 392 916 (57,2) (342,1)

West and Central Africa 20 574 19 303 6,6 (14,0)

Nigeria 14 421 14 132 2,0 (16,9)

Ghana 2 004 1 387 44,5 16,3

Cameroon 1 218 1 036 17,6 (8,0)

Ivory Coast 1 349 1 126 19,8 (5,2)

Other 1 582 1 622 (2,5) (24,4)

Middle East and North Africa 2 359 2 051 15,0 1,9

Syria 305 215 41,9 94,9

Sudan 829 539 53,8 23,0

Other 1 225 1 297 (5,6) (22,3)

Head office companies and eliminations (873) 365 – –

Total 29 273 30 274 (3,3) (25,9)

Regulatory fine (10 499) – – –

Hyperinflation 90 49 – –

Tower profits 18 352 – –

Total reported 18 882 30 675 (38,4) (59,0)

Reported Group EBITDA decreased 38,4%** to R18 882 million**. This was negatively impacted by the accrual for

the Nigerian regulatory fine (R10 499 million**) following the agreed settlement on 10 June 2016. The deferred

profit from the sale of towers in Ghana (R18 million**) and an adjustment for hyperinflation (R90 million**)

positively impacted Group EBITDA.

Excluding these, EBITDA decreased by 3,3% to R29 273 million. This was positively impacted by foreign exchange

movements of 23% of which South Sudan made up 8,7%.

On an organic basis, EBITDA declined by 25,9%*. WECA EBITDA declined by 14,0%* and contributed 70% to total

EBITDA. SEA’s EBITDA decreased by 47,3%* and contributed 25% to EBITDA while MENA increased EBITDA by

1,9%* and contributed 8% to total EBITDA. Head office negatively impacted EBITDA by 3%.

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MTN Group Limited

Results overview (continued)

Organic EBITDA was negatively impacted by once-off costs in the period. In addition, organic EBITDA was

negatively impacted by a decline in Nigeria (down 16,9%*) and South Africa (down 11,1%). MTN Nigeria’s decline

in EBITDA was as a result of the second tranche transfer of passive infrastructure into the TowerCo as well as US

dollar-denominated expenses associated with the TowerCo and build-to-suit sites. MTN South Africa’s EBITDA was

negatively impacted by higher device costs and an increase in network-related costs following aggressive

expansion of its 3G and LTE rollout. MTN Ghana (up 16,3%*), MTN Syria (up 94,9%*) and MTN Sudan (up 23,0%*)

supported total Group EBITDA. This was attributable to efficient cost control in Ghana, Cameroon and Sudan

despite the depreciation of local currencies against the US dollar. The growth in MTN Syria’s EBITDA was mainly

due to the decrease in revenue share to 30% from 50% following the conversion of the build-operate-transfer

(BOT) licence into a full licence.

Excluding the impact of the Nigerian regulatory fine, tower profits and hyperinflation, the Group recorded a 6,6

pp decline in its EBITDA margin to 37,1%, largely impacted by lower margins in Nigeria and South Africa and the

once-off costs reported in the period.

DEPRECIATION AND AMORTISATION

Table 6: Group depreciation and amortisation

Depreciation Amortisation

Actual

(Rm)

Prior

(Rm)

Reported

% change

Organic

% change

Actual

(Rm)

Prior

(Rm)

Reported

% change

Organic

% change

South and

East Africa 3 230 2 637 22,5 26,6 616 533 15,6 15,4

South Africa 2 667 2 016 32,3 32,3 467 424 10,1 10,1

Uganda 300 256 17,2 3,5 100 65 53,8 37,0

Other 263 365 (27,9) 11,2 49 44 11,4 34,1

West and

Central Africa 6 342 5 231 21,2 (2,0) 1 188 944 25,8 1,7

Nigeria 4 284 3 775 13,5 (8,1) 768 477 61,0 30,6

Ghana 379 359 5,6 (15,6) 60 53 13,2 (9,4)

Cameroon 508 233 118,0 70,4 72 180 (60,0) (68,9)

Ivory Coast 403 281 43,4 13,2 107 80 33,8 5,0

Other 768 583 31,7 9,4 181 154 17,5 (3,2)

Middle East

and North Africa 1 083 859 26,1 13,4 198 199 (0,5) (6,0)

Syria 137 110 24,5 70,9 38 63 (39,7) (17,5)

Sudan 435 311 39,9 10,9 33 26 26,9 –

Other 511 438 16,7 0,7 127 110 15,5 (0,9)

Head office

companies and

eliminations 203 152 – – 150 160 – –

Total 10 858 8 879 22,3 8,1 2 152 1 836 17,2 3,9

Hyperinflation 55 26 – – 22 9 – –

Total reported 10 913 8 905 22,5 7,4 2 174 1 845 17,8 4,7

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MTN Group Limited

Results overview (continued)

Depreciation increased by 22,3% (8,1%*) to R10 858 million impacted by higher depreciation charges in South

Africa as a result of higher capex in 2015. Amortisation costs increased by 17,2% (3,9%*) to R2 152 million, driven

by higher spend on software in previous years and the goodwill impairments in Guinea Conakry (R402 million)

and Afrihost (R202 million).

NET FINANCE COSTSTable 7: Net finance cost

Actual

(Rm)

Prior

(Rm)

Reported

% change

Organic

% change

%

of revenue

Net interest paid 1 855 839 121,1 171,2 2,4

Net forex losses 3 606 1 481 143,5 304,9 4,6

Total 5 461 2 320 135,4 256,5 7,0

Nigeria regulatory fine 452 – – – –

Hyperinflation 32 (1) – – –

Total reported 5 945 2 319 156,4 254,2 7,5

Net finance costs amounted to R5 461 million compared to R2 320 million recorded in the previous comparable

period. This was due to an increase in net foreign exchange losses to R3 606 million from R1 481 million in the

prior period, impacted by unfavourable exchange rates at the end of the period, in particular the depreciation of

the Nigerian naira against the US dollar and the Iranian rial against the rand. An increase in net interest paid to

R1 855 million from R839 million paid in the previous comparable period also contributed to the increase in net

finance costs. The increase in the net interest expense is due to the higher net debt of R49 257 million** compared

to R17 161 million** reported in the comparable period.

Net foreign exchange losses include:

Forex losses in Mauritius of R1 078 million relating mainly to the Iran receivables;

Forex losses in Nigeria of R1 124 million incurred on US dollar-denominated intercompany loans and third

party payables (R2 034 million of the losses on third party US dollar loans have been deferred in equity

following the application of net investment hedge accounting);

Forex losses of R408 million in South Sudan on third party US dollar payables;

Forex losses of R395 million in Sudan mainly on settlement of third party trade payables; and

Forex losses of R178 million in South Africa on foreign exchange contracts relating to foreign payables in

respect of the purchase of handsets.

Following the significant depreciation of the Sudanese pound, MTN South Sudan’s foreign currency translation

reserves included in equity amounted to approximately R3 billion at 30 June 2016. Should the Group decide to

exit this operation, this amount will be recycled to the income statement as a loss.

SHARE OF RESULTS OF JOINT VENTURES AND ASSOCIATES AFTER TAX

Joint ventures and associates reported a loss of R1 692 million** compared to a gain of R2 027 million** in the

previous comparable period. This included a charge of R1 039 million** incurred by Iran mainly relating to the

subsequent depreciation and amortisation of previously hyper-inflated assets that were historically written up

under hyperinflation reporting. Iran hyperinflation accounting was discontinued effective 1 July 2015. Losses of

R2 463 million** from the Nigerian TowerCo were mainly as a result of foreign exchange losses (R2 282 million**)

on US dollar-denominated loans and short-term losses from AIH, MEIH and IIG (R494 million**).

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MTN Group Limited

Results overview (continued)

TAXATION

Table 8: Taxation

Actual

(Rm)

Prior

(Rm)

Reported

% change

Organic

% change

Contribution

to taxation

%

Normal tax 5 661 5 672 (0,2) (14,1) 120,6

Deferred tax (1 573) (472) 233,3 62,7 (33,5)

Capital gains tax – – – – –

Foreign income and

withholding taxes 606 1 023 (40,8) (45,0) 12,9

Total 4 694 6 223 (24,6) (25,0) 100,0

Hyperinflation 32 26 – – –

Total reported 4 726 6 249 (24,4) (36,7) 100,0

The Group’s reported effective tax rate decreased to negative 309,5%** from 31,0%** in the previous comparable

period, impacted by the Nigeria regulatory fine and hyperinflation. Excluding this impact, the effective tax rate

increased to 49,2% from 32,9% in the previous comparable period. Lower profit before tax was due to the reported

losses in joint ventures and associates, which impacted profit before tax, the higher ratio of withholding tax and

denied assessed losses in Guinea Conakry and South Sudan as well as by a range of professional services relating

to the negotiations that led to a reduction of R34 billion in the Nigerian regulatory fine. If the loss before tax is

further analysed and adjusted for the effects of losses from joint ventures and associates, South Sudan unrealised

forex losses, the Guinea Conakry goodwill impairment, the South Sudan PPE impairment and a range of

professional fees relating to the Nigerian regulatory fine, the Group effective tax rate decreases to 33,0%.

The Group’s taxation charge decreased by 24,6% (25,0%*) to R4 694 million for the period. This was a result of

lower profit before tax and a higher deferred tax credit due to increased unrealised foreign exchange losses on US

dollar-denominated intercompany loans and third party payables in Nigeria.

EARNINGS/LOSSES

The Group reported a basic headline loss per share of 271 cents** largely impacted by the Nigerian regulatory fine

expense (474 cents**), hyperinflation (20 cents**), and losses incurred on the Group’s investments in Rocket

(27 cents**) and tower companies (136 cents**). The headline figure was further impacted by forex losses

(135 cents**) and by a range of professional services relating to the negotiations that led to a reduction in the

Nigerian regulatory fine (73 cents**). Excluding these impacts, HEPS declined 11,7% to 594 cents. The attributable

loss per share was 301 cents** from attributable earnings per share of 653 cents in the comparative period.

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19

MTN Group Limited

Results overview (continued)

CASH FLOW

Cash inflows generated from operations decreased by 9,2%** to R23 870 million** mainly as a result of the

Nigerian regulatory fine payments of R5,9 billion** during the period. Cash capex of R14 024 million** included

the purchase of 4G spectrum in Ghana (R973 million**), Nigeria licence spectrum (R1 billion**) and the LTE and

fibre licence in Congo Brazzaville (R289 million**).

CAPITAL EXPENDITURE

Table 9: Capital expenditure

Actual (Rm)

Prior(Rm)

Reported% change

Organic% change

South and East Africa 5 626 5 896 (4,6) (3,2)

South Africa 4 773 4 678 2,0 2,0

Uganda 364 556 (34,5) (42,1)

Other 489 662 (26,1) (6,9)

West and Central Africa 6 975 3 652 90,9 57,2

Nigeria 2 534 1 172 116,2 78,9

Ghana 1 646 355 363,7 296,6

Cameroon 1 121 943 18,9 (6,9)

Ivory Coast 842 422 99,5 57,1

Other 832 760 9,5 (8,6)

Middle East and North Africa 1 064 732 45,4 33,9

Syria 191 56 241,1 360,7

Sudan 549 337 62,9 29,7

Other 324 339 (4,4) (15,9)

Head office companies and eliminations 107 572 – –

Total 13 772 10 852 26,9 15,4

Hyperinflation 78 17 – –

Total reported 13 850 10 869 27,4 15,3

Capex increased 27,4%** to R13 850 million**, of which R1 241 million was related to foreign currency movements.

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MTN Group Limited

Results overview (continued)

FINANCIAL POSITION

Table 10: Net debt analysis (Rm)

Cash

and cash

equivalents*

Interest-

bearing

liabilities

Net debt/

(cash)

Net debt/

(cash)

Dec 2015

South and East Africa 4 161 2 107 (2 054) (1 652)

South Africa 3 457 – (3 457) (1 507)

Uganda 81 1 279 1 198 (86)

Other 623 828 205 (59)

West and Central Africa 18 548 24 587 6 039 3 956

Nigeria 14 785 16 922 2 137 1 695

Ghana 223 1 141 918 15

Cameroon 745 1 483 738 118

Ivory Coast 810 2 842 2 032 2 399

Other 1 985 2 199 214 (271)

Middle East and North Africa 2 981 3 188 207 (585)

Syria 736 – (736) (1 525)

Sudan 323 2 131 1 808 1 889

Other 1 922 1 057 (865) (949)

Head office companies and

eliminations 7 000 52 065 45 065 29 916

Total reported 32 690 81 947 49 257 31 635

*includes restricted cash and current investments.

Net debt increased to R49 257 million** compared to net debt of R31 635 million** reported at the end of

December 2015. The Group reported a net debt/EBITDA ratio of 0,83 excluding the Nigerian regulatory fine. The

net debt position at the end of the period was mainly impacted by the following:

Nigerian regulatory fine payment R5 870 million**;

Group dividend paid to shareholders of R15 212 million**;

Dividends paid to minority shareholders of R790 million**;

An increase in capital expenditure and licences to R16 112 million**;

Investments made in Amadeus (TravelStart), the Autopage acquisition and cash paid to AIH on capital calls of

R1 702 million**;

Net interest of R2 313 million**; and

Lower cash generated from operations.

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21

MTN Group Limited

Results overview (continued)

OPERATIONAL REVIEW SEA

Subscribers remained flat at 52,8 million

Revenue increased by 7,6%*

Data revenue increased by 21,8%*

SOUTH AFRICA

Subscribers decreased by 2,6% to 29,8 million

Revenue increased by 5,1%

Service revenue increased by 0,7%

Data revenue increased by 19,2%

EBITDA margin declined by 5,5 pp to 30,1%

MTN South Africa reported a lower-than-expected performance, negatively impacted by network outages in

some areas, competition and economic pressure impacting consumer spending. The result was supported by

good growth in data usage benefiting from aggressive smartphone device sales and continued efforts to improve

3G and LTE network quality. The operation’s subscriber base declined 2,6% to 29,8 million. The pre-paid and post-

paid segments declined by 2,7% to 24,7 million and 2,1% to 5,1 million, respectively.

Total revenue increased by 5,1% to R19 841 million mainly as a result of higher data and device revenue growth.

This was partly offset by a 6,1% decline in outgoing voice revenue. Service revenue, which excludes device

revenue, remained relatively flat. Data revenue increased by 19,2%, contributing 34,1% to total revenue. The

number of smartphones on the network increased by 18,4% to 9,3 million (restated to align with the Group

definition) while megabytes per user increased 53,8% for the period. Device sales in the previous comparable

period were impacted by the industrial strike action and supply chain challenges.

Digital revenue gained momentum and contributed 13,5% to data revenue. This was attributable to additional

services being offered, including international content. EBU continued to operate in a competitive environment.

During the period the operation entered into a sales agreement to dispose of its 50,02% stake in Afrihost

(Proprietary) Ltd.

The EBITDA margin declined by 5,5 pp to 30,1% mainly as a result of increased device costs relating to higher

volumes sold and the impact of network-related costs as a result of the continued rollout of 3G and LTE sites.

Capex for the six months amounted to R4 773 million with the rollout of 369 co-located 3G sites and 284 LTE sites.

The operation continued to improve quality and capacity of the network in key cities to cater for increased data

traffic. In addition, 175 sites were connected to fibre. Fibre to the home connections remain a priority with

approximately 10 000 homes passed, of which 40% were rolled out during the period.

On 15 July 2016, the national regulator, Independent Communications Authority of South Africa (ICASA)

published an invitation to apply for high demand spectrum, in the 700MHz, 800Mhz and 2,6GHz spectrum bands.

ICASA expects to conclude the licensing by the end of March 2017. There are four lots on offer with a reserve price

of R3 billion. MTN has been analysing the invitation and is actively preparing documentation to meet the deadline

for enquiries relating to the Invitation to Apply (ITA). MTN has noted, with interest, media reports that the Minister

of Telecommunications and Postal Services intends to challenge ICASA regarding the abovementioned ITA and

MTN will continue to monitor the developments.

Other SEA – across the rest of the region subscribers increased by 3,6% to 23,1 million for the period. This was

mainly underpinned by good growth in Uganda.

MTN Uganda increased its subscriber base by 10,8% for the six months to 9,9 million following the disconnection

of subscribers reported in the second half of 2015. This was supported by customer acquisitions through voice

bundle propositions and the continued success of MTN Zone, resulting in market share growth to 52,7%.

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22

MTN Group Limited

Results overview (continued)

Total revenue declined by 2,3%* mainly as a result of a decline in both outgoing and incoming voice revenue

impacted by the implementation of the One Network Area, the decline in mobile termination rates and the

impact of the disconnections in the second half of 2015. Data revenue increased by 22,7%* and contributed

32,8% to total revenue. This was supported by data bundles, including successful shorter-duration bundles.

Digital revenue contributed 70,5% to data revenue, supported by local content services including MTN Play. MTN

Mobile Money customers decreased 24,4% to 7,2 million mainly as a result of the disconnections during the

subscriber registration process in the second half of 2015.

MTN Uganda’s EBITDA margin decreased by 6,0 pp to 30,0%, impacted by higher network operating costs and

associated US dollar-denominated expenses, as well as higher transmission costs following the rollout of a 3G and

LTE network. Higher marketing and distribution costs were incurred mainly as a result of the launch of 3G and 4G

services.

Capex decreased by 42,1%* to R364 million, impacted by a delay in the supply chain process. During the period,

195 co-located 3G and 100 LTE sites were rolled out.

WECA

Subscribers decreased by 1,0% to 105,5 million

Revenue decreased by 2,5%*

Data revenue increased by 13,8%*

NIGERIA

Subscribers decreased by 3,7% to 58,9 million

Revenue decreased by 4,8%*

Data revenue decreased by 2,7%*

EBITDA margin declined by 7,5 pp to 49,8%

MTN Nigeria continued to experience a challenging operating environment impacted by the disconnection of

the final batch of subscribers in compliance with the subscriber registration process during the period. The

operation was also impacted by the inability to offer competitive prices as a result of the suspension of regulatory

services until May 2016, when the operation obtained the necessary approval to offer competitive pricing plans

and promotions. Tough economic conditions further negatively impacted consumer spending. MTN Nigeria

increased market share to 46,2%, despite the decline in its subscriber base by 3,7% to 58,9 million (including

568 000 Visafone subscribers).

Total revenue declined by 4,8%* as a result of lower outgoing voice revenue and lower data revenue. These were

impacted by regulatory requirements to seek permission to charge “out-of-bundle” data rates, multi-SIMs and

delays in competitive offerings. Data revenue declined by 2,7%* and contributed 19,3% to total revenue. The

number of smartphones on the network increased by 11,2% to 16,0 million.

Digital revenue continued to gain momentum and contributed 51,7% to data revenue. This was supported by

good growth in music and other lifestyle content services.

The number of registered accounts on MTN Nigeria’s Mobile Money offering, Diamond Yellow, increased by

5,0% to 6,5 million.

The EBITDA margin declined by 7,5 pp to 49,8%, impacted by the transfer of the second tranche of passive

infrastructure into the TowerCo as well as US dollar-denominated expenses associated with the TowerCo and

build-to-suit sites. This was further impacted by a 13,8%* increase in marketing costs relating to the subscriber

registration process as well as a range of professional services fees incurred to the settlement of the regulatory

fine.

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23

MTN Group Limited

Results overview (continued)

Over the six-month period, 428 3G sites and 507 LTE sites were rolled out. The operation experienced some delays

in the network re-planning and a delay with equipment purchases as a result of foreign exchange limitations.

Capex for the period increased by 78,9%* to R2 534 million. Improving the quality of the 3G co-located network

and the rollout of LTE remains a priority. During the period, the operation purchased additional LTE spectrum for

a consideration of R1 billion.

Other WECA – the remainder of the region increased its subscriber base by 2,8% to 46,6 million driven by solid

growth in Ghana and satisfactory growth in Cameroon.

MTN Ghana delivered a strong performance and grew its subscriber base by 8,1% to 17,6 million. This was

supported by the launch of LTE services, the first operator to do so, as well as attractive value propositions, which

contributed to market share growth to 53,8%.

Total revenue increased by 18,9%*, supported by strong growth in data and outgoing voice revenue. Data

revenue grew by 68,0%* and contributed 38,5% to total revenue supported by data bundles, including 4G data

bundles, benefiting from superior data network quality and increased smartphone penetration. Smartphones on

the network increased by 21,7% to 3,6 million.

Digital revenue showed healthy growth, underpinned by attractive lifestyle content bundles and good

momentum gained in mobile financial services. Digital revenue contributed 47,9% to data revenue. MTN Mobile

Money subscribers increased by 23,3% to 7,0 million, supported by international remittances.

The EBITDA margin declined 0,9 pp to 38,8% mainly as a result of higher transmission costs and the impact of

foreign-denominated expenses following the depreciation of the cedi, as well as high inflation.

Capex increased by more than 100%* to R1 646 million with a key focus on the rollout of LTE sites. The operation

added 110 co-located 3G and 435 LTE sites during the period. Capex includes the 4G licence acquired in H2 15.

MTN Cameroon increased its subscriber base by 5,0% to 9,6 million despite the subscriber registration process,

which was relatively well managed and supported by aggressive subscriber registration campaigns. Market share

grew to 57,4% as a result of improved network quality, expansion of the LTE footprint and increased smartphone

penetration.

Total revenue declined by 8,7%* mainly as a result of a decline in outgoing voice revenue impacted by price

competition and free minutes used in relation to the subscriber registration process. However, data revenue

increased by 49,5%* and contributed 18,8% to total revenue. This was supported by increased 3G device

penetration and the rollout of 3G and LTE networks. Smartphones on the network increased by 34,1% to

2,6 million.

Digital revenue contributed 21,7% to data revenue. MTN Mobile Money registered subscribers increased by

21,1% to 2,4 million while active subscribers increased by more than 100%, supported by a Mobile Money brand

campaign to increase activity.

MTN Cameroon’s EBITDA margin increased by 0,2 pp to 38,0%. This was supported by strong cost optimisation

and a substantial reduction in transmission costs due to the use of the WACS cable.

Capex decreased 6,9%* to R1 121 million with a focus on 3G and LTE network rollout and quality. During the

period the operation rolled out 189 co-located 3G sites and 64 LTE sites.

MTN Ivory Coast reported a decline in its subscriber base of 1,3% to 8,2 million, negatively impacted by the

subscriber registration requirements and aggressive competition.

Total revenue decreased by 3,9%* mainly due to lower outgoing voice revenue impacted by a decrease in

minutes from a lower subscriber base. This was partially offset by a 13,4%* increase in data revenue, which

contributed 17,1% to total revenue. This was supported by the introduction of new segmented data bundles and

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24

MTN Group Limited

Results overview (continued)

an increase in 3G and LTE coverage. Growth in data revenue was also attributable to a switch from WiMax devices

to LTE TDD devices.

Digital revenue contributed 50,2% to data revenue, driven by an increase in digital services offered. MTN Mobile

Money continued to make good progress and increased registered subscribers by 10,4% to 3,2 million.

The EBITDA margin decreased by 0,6 pp to 36,0%.

Capex increased 57,1%* to R842 million with a strong focus on 3G and LTE network rollout. During the period, the

operation rolled out 151 co-located 3G sites and 343 LTE sites.

MENA

Subscribers increased by 1,1% to 74,1 million

Revenue increased by 1,9%* (excluding Iran)

Data revenue increased 44,5%*(excluding Iran)

Other MENA – in the remainder of the region, the subscriber base declined marginally by 0,4% to 26,8 million.

MTN Sudan increased its subscriber base by 4,2% to 8,8 million driven by targeted marketing campaigns. Total

revenue increased by 15,7%* mainly as a result of strong data revenue growth. Data revenue increased by 78,3%*

and contributed 27,7% to total revenue as a result of increased data users. Data users increased 4,8% to 4,4 million.

Digital revenue contributed 19,4% to data revenue. The EBITDA margin decreased by 1,9 pp to 35,4%. Capex

amounted to R549 million for the six-month period.

MTN Syria reported a 2,4% decrease in its subscriber base to 5,8 million despite operating in a very challenging

environment. Total revenue increased by 10,5%* mainly supported by outgoing voice and data revenue. Data

revenue increased by 16,9%* and contributed 28,8% to total revenue. The EBITDA margin increased by 12,3 pp to

28,6% mainly supported by the decrease in revenue share to 30% from 50% following the conversion of the BOT

licence and cost optimisation. Capex in the six-month period amounted to R191 million.

IRAN (JOINT VENTURE, EQUITY ACCOUNTED, 49%)

Subscribers increased by 2,0% to 47,3 million

Revenue increased by 8,7%*

Data revenue increased 65,3%*

EBITDA margin decreased by 2,4 pp to 37,7%

MTN Irancell delivered a sound performance despite a highly competitive environment and regulatory pressure

on data tariffs. Subscribers increased by 2,0% to 47,3 million mainly as a result of attractive segmented voice and

data offerings, data bundles and a quality 3G and LTE network experience.

Total revenue increased by 8,7%* driven by increased data revenue growth partly offset by a decline in outgoing

voice revenue of 4,6%*. Outgoing voice revenue was negatively impacted by the continuous substitution of data

services. Data revenue increased by 65,3%* underpinned by increased smartphone penetration, a strong 3G and

LTE network as well as improved customer experience. The number of smartphones on the network increased

25,8% to 25,8 million. At the end of the period, data revenue contributed 40,6% to total revenue while outgoing

voice revenue contributed 38,5%.

Digital revenue contributed 32,6% to data revenue, supported by strong growth in local lifestyle content-based

usage.

The EBITDA margin decreased by 2,4 pp to 37,7% as a result of increased transmission costs associated with the

data network expansion, rent and utilities as well as marketing costs related to 3G and LTE campaigns.

The operation increased capex by 24,8% to R4 721 million. During the period it added 1 783 co-located 3G sites

and 851 LTE sites.

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25

MTN Group Limited

Results overview (continued)

ANNEXURE

ZAR (million)

Actual

H1-16

(1)

Hyper-

inflation

(2)

Tower

profit

(3)

Nigeria

regula-

tory

fine

Actual

2016

adjusted

Actual

H1-15

(1)

Hyper-

inflation

(2)

Tower

profit

Actual

2015

adjusted

Adjusted

change %

Revenue 79 115 237 – – 78 878 69 304 94 – 69 210 14

Other income 367 – 18 – 349 411 – 352 59 492

EBITDA 18 882 90 18 (10 499) 29 273 30 675 49 352 30 274 (3)

Depreciation, amortisation

and impairment of goodwill 13 691 77 – – 13 614 10 750 35 – 10 715 27

Profit from operations 5 191 13 18 (10 499) 15 659 19 925 14 352 19 559 (20)

Net finance cost 5 945 32 – 452 5 461 2 319 (1) – 2 320 135

Share of results of joint

ventures and associates

after tax (1 692) (1 039) – – (653) 2 027 362 – 1 665 (139)

Net monetary gain 919 919 – – – 496 496 – – NM

(Loss)/profit before tax (1 527) (139) 18 (10 951) 9 545 20 129 873 352 18 904 (50)

Income tax expense 4 726 32 – – 4 694 6 249 26 – 6 223 (25)

(Loss)/profit after tax (6 253) (171) 18 (10 951) 4 851 13 880 847 352 12 681 (62)

Non-controlling interests (764) 204 – (2 319) 1 351 1 980 105 75 1 800 (25)

Attributable (loss)/profit (5 489) (375) 18 (8 632) 3 500 11 900 742 277 10 881 (68)

EBITDA margin 23,9% 37,1% 44,3% 43,7% (6,6) pp

Effective tax rate (309,6%) 49,2% 31,0% 32,9% 16,3 pp

(1) Represents the exclusion of the impact of hyperinflation and the relating goodwill impairment of certain of the Group’s subsidiaries (MTN Sudan and MTN Syria) and the Group’s joint venture in Iran, being accounted for on a hyperinflationary basis in accordance with International Financial Reporting Standards (IFRS) on the respective financial statement line items affected. During 2015, the Iranian economy was assessed to no longer be hyperinflationary and hyperinflation accounting was discontinued effective 1 July 2015.

(2) Represents the exclusion of the financial impact relating to the sale of tower assets during the financial period on the respective financial line items impacted, which include:

contingent consideration receivable from the Nigeria tower transaction (tranche 1) of R339 million and the Ghana release of deferred profit of R13 million).

(3) Represents the impact of the Nigerian regulatory fine subsequent to conclusion of the settlement agreement on the respective financial line items impacted, which include:

the balance of the provision recorded on this date (after taking into account interest accrued from the beginning of the financial period up to 9 June 2016) and the present value of the financial liability arising on this date in accordance with IFRS (included in the EBITDA line);

payments (included on the finance cost line);

As the Group will continue in its strategy to monetise its passive infrastructure, similar tower sale transactions may continue going forward. In addition, the impact of hyperinflation on the Group’s results will continue for as long as certain of Group’s operations are considered to be operating in hyperinflationary economies or the Group’s net assets include historic adjustments for hyperinflation that have not yet been fully depreciated or amortised through profit or loss. Going forward, the impact of the Nigerian regulatory fine will be limited to the unwinding of

the finance cost element of the future payments over the settlement period, net of minority interests.

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26

MTN Group Limited

Results overview (continued)

DECLARATION OF INTERIM ORDINARY DIVIDENDNotice is hereby given that a gross interim dividend of 250 cents per share for the period to 30 June 2016 has been declared payable to MTN shareholders. The number of ordinary shares in issue at the date of this declaration is 1 844 049 073 (including 10 206 255 treasury shares).

The dividend will be subject to a maximum local dividend tax rate of 15% which will result in a net dividend of 212,50 cents per share to those shareholders who bear the maximum rate of dividend withholding tax of 37,50 cents per share. The net dividend per share for the respective categories of shareholders for the different dividend tax rates is as follows:

0% 250 cents per share 5% 237,50 cents per share 7,5% 231,25 cents per share 10% 225,00 cents per share 12,5% 218,75 cents per share 15% 212,50 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 Group Limited’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:

Last day to trade cum dividend on the JSE Tuesday, 23 August 2016First trading day ex dividend on the JSE Wednesday, 24 August 2016Record date Friday, 26 August 2016Payment date Monday, 29 August 2016

No share certificates may be dematerialised or rematerialised between Wednesday, 24 August 2016, and Friday, 26 August 2016, both days inclusive. On Monday, 29 August 2016, the dividend will be transferred electronically to the bank accounts of certificated shareholders who make use of this facility.

In respect of those who do not use this facility, cheques dated Monday, 29 August 2016 will be posted on or about that date. Shareholders who hold dematerialised shares will have their accounts held by the Central Securities Depository Participant or broker credited on Monday, 29 August 2016.

The board of directors confirms that the Group will satisfy the solvency and liquidity test immediately after completion of the dividend distribution.

For and behalf of the Board

PF NhlekoExecutive Chairman

Fairland4 August 2016

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1MTN Group Limited

Reviewed condensed consolidated interim financial statements for the six months ended 30 June 2016

REVIEWED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

IN ACCORDANCE WITH INTERNATIONAL FINANCIAL REPORTING

STANDARD (IAS) 34 INTERIM FINANCIAL REPORTING

The Group’s reviewed condensed consolidated interim financial statements

for the six months ended 30 June 2016 have been independently reviewed

by the Group’s external auditors. The preparation of the condensed

consolidated interim financial statements was supervised by the Group

chief financial officer, BD Goschen, BCom, BCompt (Hons), CA(SA).

The results were made available on 5 August 2016.

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28

MTN Group Limited

Independent auditors’ review report on condensed consolidated interim financial statements

TO THE SHAREHOLDERS OF MTN GROUP LIMITED

We have reviewed the condensed consolidated interim financial statements of MTN Group Limited in the

accompanying interim report, which comprise the condensed consolidated statement of financial position as at

30 June 2016 and the related condensed consolidated income statement, statements of comprehensive income,

changes in equity and cash flows for the six months then ended, and selected explanatory notes.

Directors’ responsibility for the interim financial statements

The directors are responsible for the preparation and presentation of these condensed consolidated interim

financial statements in accordance with the International Financial Reporting Standard, (IAS) 34 Interim Financial

Reporting, the SAICA Financial Reporting Guides as issued by the Accounting Practices Committee and Financial

Pronouncements as issued by the Financial Reporting Standards Council and the requirements of the Companies

Act of South Africa, and for such internal control as the directors determine is necessary to enable the preparation

of interim financial statements that are free from material misstatement, whether due to fraud or error.

Auditors’ responsibility

Our responsibility is to express a conclusion on these interim financial statements. We conducted our review in

accordance with International Standard on Review Engagements 2410, Review of Interim Financial Information

Performed by the Independent Auditor of the Entity (ISRE 2410). ISRE 2410 requires us to conclude whether anything

has come to our attention that causes us to believe that the interim financial statements are not prepared in all

material respects in accordance with the applicable financial reporting framework. This standard also requires us

to comply with relevant ethical requirements.

A review of interim financial statements in accordance with ISRE 2410 is a limited assurance engagement. We

perform procedures, primarily consisting of making enquiries of management and others within the entity, as

appropriate, and applying analytical procedures, and evaluate the evidence obtained.

The procedures in a review are substantially less than and differ in nature from those performed in an audit

conducted in accordance with International Standards on Auditing. Accordingly, we do not express an audit

opinion on these interim financial statements.

Conclusion

Based on our review, nothing has come to our attention that causes us to believe that the accompanying

condensed consolidated interim financial statements of MTN Group Limited for the six months ended

30 June 2016 are not prepared, in all material respects, in accordance with the International Financial Reporting

Standard, (IAS) 34 Interim Financial Reporting, the SAICA Financial Reporting Guides as issued by the Accounting

Practices Committee and Financial Pronouncements as issued by the Financial Reporting Standards Council and

the requirements of the Companies Act of South Africa.

PricewaterhouseCoopers Inc. SizweNtsalubaGobodo Inc.

Director: JR van Huyssteen Director: SY Lockhat

Registered Auditor Registered Auditor

Sunninghill Woodmead

4 August 2016 4 August 2016

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29

MTN Group Limited

for the

Condensed consolidated income statement

Note

Six months

ended

30 June

2016

Reviewed

Rm

Six months

ended

30 June

20151

Reviewed

Rm

Financial

year ended

31 December

2015

Audited

Rm

Revenue 79 115 69 304 147 063

Other income 367 411 8 409

Direct network and technology operating costs2 (12 291) (8 327) (18 809)

Costs of handsets and other accessories (6 065) (4 449) (10 829)

Interconnect and roaming costs (7 358) (6 330) (13 102)

Staff costs (4 777) (4 155) (8 587)

Selling, distribution and marketing expenses (9 624) (8 439) (18 412)

Government and regulatory costs (2 982) (2 835) (5 888)

Other operating expenses3 (7 004) (4 505) (11 433)

EBITDA before Nigeria regulatory fine 29 381 30 675 68 412

Nigeria regulatory fine 17 (10 499) – (9 287)

EBITDA 18 882 30 675 59 125

Depreciation of property, plant and equipment (10 913) (8 905) (19 557)

Amortisation of intangible assets (2 174) (1 845) (3 736)

Impairment of goodwill 8 (604) – (504)

Operating profit 5 191 19 925 35 328

Net finance costs (5 945) (2 319) (3 010)

Net monetary gain 919 496 1 348

Share of results of joint ventures and associates

after tax 9 (1 692) 2 027 1 226

(Loss)/profit before tax (1 527) 20 129 34 892

Income tax expense (4 726) (6 249) (11 322)

(Loss)/profit after tax (6 253) 13 880 23 570

Attributable to:

Equity holders of the Company (5 489) 11 900 20 204

Non-controlling interests (764) 1 980 3 366

(6 253) 13 880 23 570

Basic (loss)/earnings per share (cents) 7 (301) 653 1 109

Diluted (loss)/earnings per share (cents) 7 (301) 650 1 106

1 Restated, refer note 16.

2 The increase in direct network and technology operating costs was mainly due to aggressive 3G and LTE network expansion in key

markets, higher rent and utilities cost and foreign denominated expenses mainly in Nigeria.

3 Including costs amounting to R1 324 million incurred on professional services relating to the negotiations that led to a reduction of

R34 billion in the Nigeria regulatory fine (note 17).

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30

MTN Group Limited

for the

Condensed consolidated statement of comprehensive income

Six months

ended

30 June

2016

Reviewed

Rm

Six months

ended

30 June

2015

Reviewed

Rm

Financial year

ended

31 December

2015

Audited

Rm

(Loss)/profit after tax (6 253) 13 880 23 570

Other comprehensive (loss)/income after tax:

Exchange differences on translating foreign operations

including the effect of hyperinflation1 (12 499) (3 273) 22 203

Equity holders of the Company (11 866) (3 181) 21 033

Non-controlling interests (633) (92) 1 170

Net change in fair value of available-for-sale investments1, 2 2 672 – –

Equity holders of the Company 2 672 – –

Non-controlling interests – – –

Total comprehensive (loss)/income (16 080) 10 607 45 773

Attributable to:

Equity holders of the Company (14 683) 8 719 41 237

Non-controlling interests (1 397) 1 888 4 536

(16 080) 10 607 45 773

1 This component of other comprehensive income does not attract any tax and may subsequently be reclassified to profit or loss.

2 The available-for-sale investment relates to the Group’s investment in IHS Holdings Limited (IHS).

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31

MTN Group Limited

as at

Note

30 June

2016

Reviewed

Rm

30 June

2015

Reviewed

Rm

31 December

2015

Audited

Rm

Non-current assets 200 447 161 219 218 435

Property, plant and equipment 93 462 85 501 106 702

Intangible assets and goodwill 52 172 37 484 55 887

Investment in joint ventures and associates1 32 169 24 978 35 552

Deferred tax and other non-current assets2 22 644 13 256 20 294

Current assets 82 468 85 269 95 432

Non-current assets held for sale 18 466 3 959 10

82 002 81 310 95 422

Other current assets 12 940 12 292 15 940

Trade and other receivables 41 470 37 003 43 570

Restricted cash 637 1 001 1 735

Cash and cash equivalents 26 955 31 014 34 177

Total assets 282 915 246 488 313 867

Total equity 119 796 127 420 151 838

Attributable to equity holders of the Company 116 669 122 702 146 369

Non-controlling interests 3 127 4 718 5 469

Non-current liabilities 84 000 51 495 72 510

Interest-bearing liabilities 12 64 190 39 511 52 661

Deferred tax and other non-current liabilities 19 810 11 984 19 849

Current liabilities 79 119 67 573 89 519

Non-current liabilities held for sale 18 208 15 –

78 911 67 558 89 519

Interest-bearing liabilities 12 17 757 16 548 22 510

Trade and other payables 43 602 31 896 40 484

Other current liabilities 17 552 19 114 26 525

Total equity and liabilities 282 915 246 488 313 867

1 The decrease in investment in joint ventures and associates since 31 December 2015 is mainly due to the Group’s share of the attributable

loss, amounting to R2,5 billion (note 9) and foreign currency translation loss amounting to R3,1 billion from its investment in Nigeria

Tower InterCo B.V., offset by its increase in investment of R2 312 million in Africa Internet Holding GmbH (AIH) (note 14) during the period.

2 Other non-current assets include the revaluation of the Group’s Investment in IHS amounting to R2,7 billion.

The strengthening of the rand, which is the presentation currency of the Group, against the functional currencies of the Group’s largest

operations contributed significantly to the decrease in assets and liabilities since 31 December 2015 which are translated into the Group’s

presentation currency at closing rates at the end of the reporting period.

Condensed consolidated statement of financial position

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32

MTN Group Limited

for the

Condensed consolidated statement of changes in equity

Six months

ended

30 June

2016

Reviewed

Rm

Six months

ended

30 June

2015

Reviewed

Rm

Financial year

ended

31 December

2015

Audited

Rm

Opening balance at 1 January 146 369 128 517 128 517

Total comprehensive (loss)/income (14 683) 8 719 41 237

(Loss)/profit after tax (5 489) 11 900 20 204

Other comprehensive (loss)/income after tax (9 194) (3 181) 21 033

Transactions with shareholders

Shares issued ^ ^ –

Shares cancelled – (^) (^)

Decrease in treasury shares (^) – 69

Share buy-back – (^) –

Share-based payment transactions 130 140 532

Settlement of vested equity rights – – (288)

Dividends declared (15 231) (14 697) (23 506)

Other movements 84 23 (192)

Attributable to equity holders of the Company 116 669 122 702 146 369

Non-controlling interests 3 127 4 718 5 469

Closing balance 119 796 127 420 151 838

Dividends declared during the period (cents per share) 830 800 1 280

Dividends declared after the period end (cents per share) 250 480 830

^ Amount less than R1 million.

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33

MTN Group Limited

for the

Six months

ended

30 June

2016

Reviewed

Rm

Six months

ended

30 June

20151

Reviewed

Rm

Financial year

ended

31 December

2015

Audited

Rm

Net cash (used in)/generated from operating activities (436) 1 432 13 122

Cash generated from operations 23 870 26 289 57 598

Dividends paid to equity holders of the Company (15 212) (14 697) (23 506)

Dividends paid to non-controlling interests (790) (3 042) (5 777)

Dividends received from associates and joint ventures 426 285 577

Other operating activities (8 730) (7 403) (15 770)

Net cash used in investing activities (14 209) (14 471) (34 290)

Acquisition of property, plant and equipment (10 134) (7 636) (21 612)

Acquisition of intangible assets (3 890) (4 194) (10 412)

Movement in investments and other investing activities (185) (2 641) (2 266)

Net cash from financing activities 13 608 1 558 8 101

Proceeds from borrowings 23 967 9 711 23 384

Repayment of borrowings (10 363) (8 100) (14 802)

Other financing activities 4 (53) (481)

Net decrease in cash and cash equivalents (1 037) (11 481) (13 067)

Cash and cash equivalents at beginning of the period 34 139 43 072 43 072

Exchange (losses)/gains on cash and cash equivalents (6 272) (787) 3 860

Net monetary gain on cash and cash equivalents                              107 134 274

Net cash and cash equivalents at end of the period 26 937 30 938 34 139

1 Restated, refer note 16.

Condensed consolidated statement of cash flows

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34

MTN Group Limited

for the six months ended 30 June 2016

Notes to the condensed consolidated interim financial statements

1. INDEPENDENT REVIEW

The directors of the Company take full responsibility for the preparation of the condensed consolidated

interim financial statements.

The condensed consolidated interim financial statements have been reviewed by our joint independent

auditors, PricewaterhouseCoopers Inc. and SizweNtsalubaGobodo Inc., who have expressed an

unmodified conclusion. The joint external auditors have performed their review in accordance with

International Standard on Review Engagements (ISRE) 2410. Constant currency and other pro forma

financial information disclosure have not been reviewed by our joint external auditors.

2. GENERAL INFORMATION

MTN Group Limited (the Company) carries on the business of investing in the telecommunications

industry through its subsidiary companies, joint ventures and associates.

3. BASIS OF PREPARATION

These condensed consolidated interim financial statements for the six months ended 30 June 2016 have

been prepared in accordance with International Financial Reporting Standard (IAS 34) Interim Financial

Reporting, the SAICA Financial Reporting Guides as issued by the Accounting Practices Committee,

Financial Pronouncements as issued by the Financial Reporting Standards Council (FRSC) and the

requirements of the Companies Act of South Africa. The condensed consolidated interim financial

statements should be read in conjunction with the annual financial statements for the year ended

31  December 2015, which have been prepared in accordance with International Financial Reporting

Standards (IFRS).

4. PRINCIPAL ACCOUNTING POLICIES

The Group has adopted all the new, revised or amended accounting pronouncements as issued by the

International Accounting Standards Board (IASB) which were effective for the Group from 1 January 2016,

none of which had a material impact on the Group.

The accounting policies applied in the preparation of the condensed consolidated interim financial

statements are in terms of IFRS and are consistent with those accounting policies applied in the

preparation of the consolidated financial statements for the year ended 31 December 2015.

5. FINANCIAL INSTRUMENTS

The Group has not disclosed the fair values of financial instruments measured at amortised cost except for

its loans and borrowings set out below, as their carrying amounts closely approximate their fair values.

Other than the equity investment in IHS, there were no financial instruments measured at fair value that

were individually material at the end of the current reporting period.

Listed long-term borrowings

The Group has listed long-term fixed interest rate senior unsecured notes in issue with a carrying

amount of R11 031 million (June 2015: R9 178 million, December 2015: R11 633 million) and a fair value of

R10 731 million (June 2015: R9 263 million, December 2015: R10 268 million) at 30 June 2016. The fair value

of these instruments is determined by reference to published market values on the relevant exchange.

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35

MTN Group Limited

for the six months ended 30 June 2016

Notes to the condensed consolidated interim financial statements (continued)

5. FINANCIAL INSTRUMENTS (continued)

Loan to Nigeria Tower InterCo B.V.

The Group has a loan to Nigeria Tower InterCo B.V. with a carrying amount of R2 877 million

(June 2015: R1 092 million, December 2015: R2 704 million) and a fair value of R3 373 million as at 30 June

2016. The fair value of this instrument is determined using a discounted cash flow model. An external

borrowing rate for funds advanced to the operating company, which has been adjusted for differences in

risk, has been used as a proxy for a market rate.

Fair value measurement of investments

The Group holds an equity investment in IHS at fair value of R11 354 million at 30 June 2016

(June 2015: R7 259 million, December 2015: R9 250 million). The investment is classified as available for

sale. The fair value of the investment at 30 June 2016 and 30 June 2015 was determined with reference to

recent transactions between market participants and has consequently been transferred from level 3 to

level 2 in the fair value hierarchy.

At 31 December 2015, the absence of transactions between market participants resulted in the fair value

being determined using models considered to be appropriate by management. The fair value was

calculated using an earnings multiple technique and was based on unobservable market inputs including

average tower industry earnings multiples of between 10 – 14. Consequently, the investment was

categorised within level 3 of the fair value hierarchy. An increase of one in the multiple would have

resulted in an increase in the fair value of R792 million and a one decrease in the multiple would have

resulted in a decrease in the fair value by R792 million as at 31 December 2015.

6. SEGMENT ANALYSIS

The Group has identified reportable segments that are used by the Group executive committee (chief

operating decision maker (CODM)) to make key operating decisions, allocate resources and assess

performance. The reportable segments are grouped according to their geographic regions/locations.

The Group has changed the composition and presentation of its segment analysis following the

announcement of a change in its operational structure subsequent to the 2015 year-end with a view to

strengthen operational oversight, leadership, governance and regulatory compliance across the

22 operations in Africa and the Middle East.

The MTN Group is now clustered into the following three regions based on the decision taken:

South and East Africa (SEA)

West and Central Africa (WECA)

Middle East and North Africa (MENA).

Comparative numbers for the segments have been restated accordingly.

Operating results are reported and reviewed regularly by the CODM and include items directly attributable

to a segment as well as those that are attributable on a reasonable basis, whether from external

transactions or from transactions with other Group segments.

EBITDA (earnings before interest, tax, depreciation, amortisation, goodwill impairment, tower sale profits

and the Nigeria regulatory fine) is used as the measure of reporting profit or loss for each segment and

has remained unchanged.

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36

MTN Group Limited

for the six months ended 30 June 2016

Notes to the condensed consolidated interim financial statements (continued)

Six months

ended

30 June

2016

Reviewed

Rm

Six months

ended

30 June

2015

Reviewed

Rm

Financial year

ended

31 December

2015

Audited

Rm

6. SEGMENT ANALYSIS (continued)

REVENUE

SEA 25 156 24 456 51 419

South Africa 19 841 18 882 40 038

Uganda 2 804 2 540 5 148

Other SEA 2 511 3 034 6 233

WECA 46 347 38 296 81 443

Nigeria 28 941 24 649 51 942

Ghana 5 165 3 496 7 903

Cameroon 3 202 2 742 5 806

Ivory Coast 3 751 3 081 6 424

Other WECA 5 288 4 328 9 368

MENA 7 402 6 569 13 766

Syria1 1 068 1 329 2 605

Sudan1 2 345 1 610 3 472

Other MENA 3 989 3 630 7 689

Major joint venture – Iran2 8 324 6 435 13 660

Head office companies and eliminations (27) (111) (275)

Hyperinflation impact 237 94 710

Iran revenue exclusion2 (8 324) (6 435) (13 660)

79 115 69 304 147 063

1 Excludes the increase in revenue resulting from hyperinflation accounting of: Syria R103 million (June 2015: R28 million,

December 2015: R391 million) and Sudan R134 million (June 2015: R66 million, December 2015: R319 million).2 Irancell Telecommunication Company Services (PJSC) proportionate revenue forms part of the MENA region but is reported

separately in the segment analysis as reviewed by the CODM and excluded from IFRS reported revenue due to equity accounting

for joint ventures and excludes the increase in revenue resulting from hyperinflation accounting (June 2015: R271 million and

December 2015: R287 million). In 2015, the Iranian economy was assessed to no longer be hyperinflationary and hyperinflation

accounting was discontinued effective 1 July 2015.

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37

MTN Group Limited

for the

Notes to the condensed consolidated interim financial statements (continued)

Six months

ended

30 June

2016

Reviewed

Rm

Six months

ended

30 June

2015

Reviewed

Rm

Financial year

ended

31 December

2015

Audited

Rm

6. SEGMENT ANALYSIS (continued)

EBITDA

SEA 7 213 8 555 16 903

South Africa 5 979 6 724 13 370

Uganda 842 915 1 775

Other SEA 392 916 1 758

WECA 20 574 19 303 38 116

Nigeria 14 421 14 132 27 504

Ghana 2 004 1 387 3 197

Cameroon 1 218 1 036 2 101

Ivory Coast 1 349 1 126 2 195

Other WECA 1 582 1 622 3 119

MENA 2 359 2 051 4 324

Syria1 305 215 460

Sudan1 829 539 1 216

Other MENA 1 225 1 297 2 648

Major joint venture – Iran2 3 139 2 582 5 665

Head office companies and eliminations (873) 365 575

Hyperinflation impact 90 49 231

Nigeria regulatory fine3 (10 499) – (9 287)

Tower sale profits3 18 352 8 263

Iran EBITDA exclusion2 (3 139) (2 582) (5 665)

EBITDA 18 882 30 675 59 125

Depreciation, amortisation and impairment of goodwill (13 691) (10 750) (23 797)

Net finance cost (5 945) (2 319) (3 010)

Net monetary gain 919 496 1 348

Share of results of joint ventures and associates after tax (1 692) 2 027 1 226

(Loss)/profit before tax (1 527) 20 129 34 892

1 Excludes the increase in EBITDA resulting from hyperinflation accounting of: Syria R41 million (June 2015: R25 million, December 2015: R106 million) and Sudan R49 million (June 2015: R24 million, December 2015: R125 million).

2 Irancell Telecommunication Company Services (PJSC) proportionate EBITDA forms part of the MENA region but is reported separately in the segment analysis as reviewed by the CODM and excluded from IFRS reported EBITDA due to equity accounting for joint ventures and excludes the increase in EBITDA resulting from hyperinflation accounting (June 2015: R141 million and December 2015: R215 million). During 2015, the Iranian economy was assessed to no longer be hyperinflationary and hyperinflation accounting was discontinued effective 1  July 2015. The Group’s share of results from Irancell Telecommunication Company Services (PJSC) includes expenses resulting from discontinuation of hyperinflation accounting amounting to R1 039 million mainly relating to the subsequent depreciation and amortisation of previously hyper-inflated assets that were historically written up under hyperinflation reporting.

3 Tower sale profit and the expense relating to the regulatory fine imposed by the Nigerian Communications Commission (NCC) are excluded as the CODM reviews segment results on this basis.

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38

MTN Group Limited

for the

Notes to the condensed consolidated interim financial statements (continued)

Six months

ended

30 June

2016

Reviewed

Rm

Six months

ended

30 June

2015

Reviewed

Rm

Financial year

ended

31 December

2015

Audited

Rm

7. (LOSS)/EARNINGS PER ORDINARY SHARE

Number of ordinary shares in issue

At end of the period (excluding MTN Zakhele and treasury shares1) 1 822 711 720 1 822 473 178 1 822 517 914

Weighted average number of shares

Shares for (loss)/earnings per share 1 822 527 498 1 821 338 035 1 822 453 695

Add: Dilutive shares2

– MTN Zakhele shares issued – 7 685 193 3 791 878

– Share schemes – 1 333 429 965 612

Shares for dilutive (loss)/earnings per share 1 822 527 498 1 830 356 657 1 827 211 185

Reconciliation between (loss)/profit attributable to the equity holders of the Company and headline (loss)/earnings

(Loss)/profit after tax (5 489) 11 900 20 204

Net (profit)/loss on disposal of property, plant and equipment and intangible assets (IAS 16 and IAS 38) (15) 6 (2)

Profit on dilution of investment in joint venture (IAS 28) (277) – –

Net impairment loss on property, plant and equipment and intangible assets (IAS 36) 265 27 38

Impairment of goodwill (IAS 36) 604 – 504

Realisation of deferred gain on disposal of non-current assets held for sale (IFRS 5) (18) (13) (30)

Profit on disposal of non-current assets held for sale (IFRS 5) – – (8 264)

Total tax effect of adjustments 1 – (702)

Total non-controlling interest effect of adjustments (2) (6) 1 852

Basic headline (loss)/earnings3 (4 931) 11 914 13 600

(Loss)/earnings per share (cents)

– Basic (301) 653 1 109

– Basic headline (271) 654 746

Diluted (loss)/earnings per share (cents)

– Diluted (301) 650 1 106

– Diluted headline (271) 651 744 1 Treasury shares of 10 206 255 (June 2015: 10 444 797 and December 2015: 11 844 233) are held by the Group and 11 131 098

(June 2015: 12 575 270; December 2015: 11 131 098) shares are held by MTN Zakhele. Due to the call option over notional vendor finance shares, the MTN Zakhele shares, although legally issued to MTN Zakhele, are not deemed to be issued from a Group perspective. These shares are therefore excluded from this reconciliation.

2 The share options and share rights issued in terms of the Group’s share schemes, performance share plan and the MTN Zakhele transaction would not have a dilutive effect on loss per share for the period ended 30 June 2016 and have therefore not been treated as dilutive.

3 Headline (loss)/earnings is calculated in accordance with circular 2/2015 Headline Earnings as issued by the South African Institute of Chartered Accountants, as required by the JSE Limited.

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39

MTN Group Limited

for the six months ended 30 June 2016

Notes to the condensed consolidated interim financial statements (continued)

8. GOODWILL IMPAIRMENT

Areeba Guinea S.A.

Areeba Guinea S.A. (Conakry) experienced a decline in EBITDA since 2013 and Guinea-Conakry has experienced poor economic performance countrywide. Consequently, a review of the recoverable amount of Conakry was undertaken during the period ended 30 June 2016 subsequent to which an impairment loss amounting to R402 million (June 2015: Rnil, December 2015: R504 million) was recognised. As at 30 June 2016, the goodwill balance relating to Conakry is fully impaired.

Afrihost

Based on an agreement concluded by the Group to sell its 50,02% investment in Afrihost Proprietary Limited (Afrihost) for R320 million (note 18), a goodwill impairment loss of R202 million was recognised at 30 June 2016 on the remeasurement of the assets to fair value less cost to sell in accordance with IFRS 5 Non-current Assets Held for Sale and Discontinued Operations.

Six monthsended

30 June 2016

ReviewedRm

Six monthsended

30 June 2015

ReviewedRm

Financial year ended

31 December 2015

AuditedRm

9. SHARE OF RESULTS OF JOINT VENTURES AND ASSOCIATES AFTER TAX (1 692) 2 027 1 226

Irancell Telecommunication Company Services (PJSC) 936 2 099 1 903

Nigeria Tower InterCo. B.V. (2 463) 63 (545)

Others (165) (135) (132)

10. CAPITAL EXPENDITURE INCURRED 13 850 10 869 29 611

11. CONTINGENT LIABILITIES 1 308 287 875

12. INTEREST-BEARING LIABILITIES

Bank overdrafts 18 76 38

Current borrowings 17 739 16 472 22 472

Current liabilities 17 757 16 548 22 510

Non-current borrowings 64 190 39 511 52 661

81 947 56 059 75 171

13. ISSUE AND REPAYMENT OF DEBT AND EQUITY SECURITIES

During the period under review the following entities raised and repaid significant debt instruments: MTN Nigeria repaid R3,2 billion (June 2015: R1,3 billion) relating to long-term borrowings. MTN Mauritius raised R3,5 billion (June 2015: R5,9 billion) in debt. MTN Mauritius repaid R837 million in debt. MTN Holdings raised R9,7 billion additional debt relating to syndicated loan facilities, R2 billion (June 2015: R3 billion) relating to general banking facilities and R2 billion in terms of the Domestic Medium Term Programme. MTN Holdings repaid R800 million (December 2015: R500 million) relating to the syndicated loan facility and R1,2 billion (December 2015: R4,2 billion) relating to general banking facilities. MTN Uganda raised R1,2 billion relating to the draw down on a syndicated loan facility. Cameroon raised R775 million relating to the draw down on a syndicated loan facility.MTN Côte d’Ivoire raised R2,8 billion relating to a syndicated loan facility (December 2015: R1,8 billion relating to short-term borrowings).MTN Côte d’Ivoire repaid R1,8 billion relating to short-term borrowings and R992 million relating to a syndicated loan facility.

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40

MTN Group Limited

for the six months ended 30 June 2016

Notes to the condensed consolidated interim financial statements (continued)

14. BUSINESS COMBINATIONS AND ACQUISITION OF JOINT VENTURES AND OTHER INVESTMENTS

Investment in Africa Internet Holding GmbH (AIH)

The Group’s investment of R2 312 million in AIH became effective during March 2016. This investment

increased the Group’s interest in the joint venture from 33,3% to 41,4%. AIH received additional

investments from new investors which became effective during April, May and June 2016. These additional

investments diluted the Group’s investment in AIH to 31,28% and resulted in a profit on dilution of

R277 million recorded during the current reporting period. The Group retains joint control over AIH.

Travelstart

On 22 January 2016, the MTN Group made an investment in TravelLab Global AB (Travelstart) amounting

to US$27 million. Travelstart is an online travel agency focused on emerging markets. MTN Group jointly

controls Travelstart indirectly through funds managed by its venture capital fund manager, Amadeus

Capital Partners.

Altech Autopage subscriber base

In March 2016, the Group concluded the acquisition of its Altech Autopage subscriber base from Altron

TMT Proprietary Limited for R678 million. The acquisition of the subscriber base will enable the Group to

service and interact directly with its customers and will reduce future commission expenditure. The

purchase price allocation has been finalised and the fair value of net identifiable assets acquired of

R479 million resulted in goodwill of R199 million being recognised.

15. EVENTS AFTER REPORTING PERIOD

Dividends declared

Dividends declared at the board meeting held on 4 August 2016 amounted to 250 cents per share.

16. RESTATEMENTS

16.1 Reclassification of expenses

Following the restatement of expenses disclosed in the income statement for the year ended

31  December 2015, the expense categories included below have also been disclosed separately or

reclassified between expense categories for the June 2015 reporting period to present the expenses in

more appropriate categories in accordance with the classification in the current period.

Government and regulatory costs

Government and regulatory costs that had previously been included in direct network operating costs

(R2 534 million) and other operating expenses (R301 million) have now been disclosed as a significant

category of expense in the income statement.

Value-added services (VAS) costs

VAS costs amounting to R1 091 million were previously included in the costs of handsets and other

accessories. Based on the underlying nature of these costs, this has now been reclassified and included in

selling, distribution and marketing expenses.

16.2 Reclassification of cash used in investing activities

In line with the current year presentation, cash used in acquiring intangible assets of R4 194 million has

now been disclosed as a significant item separately from cash used in other investing activities.

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41

MTN Group Limited

for the six months ended 30 June 2016

Notes to the condensed consolidated interim financial statements (continued)

17. NIGERIA REGULATORY FINE

On 10 June 2016, MTN Nigeria Communication Limited (MTN Nigeria) resolved the matter relating to the

previously imposed regulatory fine with the Federal Government of Nigeria (FGN) after the completion of

an extensive negotiation process.

In terms of the settlement agreement reached on 10 June 2016, MTN Nigeria has agreed to pay a total

cash amount of Naira 330 billion over three years (the equivalent of R25,1 billion1) to the FGN as full and

final settlement of the matter.

In addition to the monetary settlement set out above:

MTN Nigeria subscribes to the voluntary observance of the Code of Corporate Governance for the

Telecommunications Industry in Nigeria and will ensure compulsory compliance when the said Code

is made mandatory for the Telecommunications Industry.

MTN Nigeria undertakes to take immediate steps to ensure the listing of its shares on the Nigerian

Stock Exchange as soon as commercially and legally possible after the date of execution of the

settlement agreement; and

MTN Nigeria shall always ensure full compliance with its licence terms and conditions as issued by

the NCC.

The Naira 50 billion in good faith payment which was paid without prejudice by MTN Nigeria on

24 February 2016 forms part of the monetary component of the settlement. A further payment of Naira

30 billion was made on 24  June 2016 resulting in a remaining cash balance of Naira 250 billion (the

equivalent of R12,9 billion2) outstanding at period end.

On 10 June 2016 the nature of the fine changed from a provision under IAS 37 Provisions, Contingent

Liabilities and Contingent Assets to that of a financial liability under IAS 39 Financial Instruments: Recognition

and Measurement. As from this date onwards MTN Nigeria was contractually obliged to settle the fine in

cash. Consequently, the outstanding balance ceased to be discounted at a pre-tax risk- free rate (in terms

of IAS 37) and is instead discounted at MTN Nigeria’s incremental borrowing rate for a liability with similar

cash flows (in terms of IAS 39), which approximated 14,71% at the re-measurement date.

Professional services

During the period R1 324 million costs were incurred on professional services relating to the negotiations

that led to a reduction of R34 billion in the Nigeria regulatory fine. The board has exercised its judgement

and approved the quantum of the professional fees incurred taking into account global benchmarks and

the value delivered culminating in the final settlement of the Nigeria fine.

1 Amount translated at the 10 June 2016 rate of R1 = N13,15.2 Amount translated at the 30 June 2016 closing rate of R1 = N19,33.

18 . NON-CURRENT ASSETS HELD FOR SALE

During the period under review, the Group concluded an agreement to sell its 50,02% investment in

Afrihost for R325 million. The transaction is subject to the fulfillment of applicable conditions relevant to

the transaction.

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42

MTN Group Limited

Registration number: 1994/009584/06

ISIN: ZAE000042164

Share code: MTN

Board of Directors

PF Nhleko*

BD Goschen*

PB Hanratty≈***

A Harper#***

KP Kalyan***

S Kheradpir††***

NP Mageza***

MLD Marole***

AT Mikati†**

SP Miller^***

KC Ramon***

NL Sowazi***

AF Van Biljon***

J Van Rooyen***

†† American

† Lebanese

# British

≈ Irish

^ Belgian

* Executive

** Non-executive

*** Independent non-executive director

Group secretary

SB Mtshali

Private Bag X9955, Cresta, 2118

Registered office

216 – 14th Avenue, Fairland, 2195

American Depository Receipt (ADR)

programme:

Cusip No. 62474M108 ADR to ordinary Share 1:1

Depository

The Bank of New York

101 Barclay Street, New York NY. 10286, USA

MTN Group sharecare line

Toll free: 0800 202 360 or +27 11 870 8206

if phoning from outside South Africa

Office of the Transfer Secretaries

Computershare Investor Services Proprietary Limited

Registration number 2004/003647/07

70 Marshall Street, Marshalltown

Johannesburg, 2001

PO Box 61051, Marshalltown, 2107

Joint auditors

PricewaterhouseCoopers Inc.

2 Eglin Road, Sunninghill, 2157

Private Bag X36, Sunninghill, 2157

SizweNtsalubaGobodo Inc.

20 Morris Street East

Woodmead, 2157

PO Box 2939, Saxonwold, 2132

Sponsor

Deutsche Securities (SA) Proprietary Limited

3 Exchange Square, 87 Maude Street, Sandton, 2196

Attorneys

Webber Wentzel

10 Fricker Road, Illovo Boulevard, Sandton, 2107

PO Box 61771, Marshalltown, 2107

Contact details

Telephone: National (011) 912 3000

International +27 11 912 3000

Facsimile: National (011) 912 4093

International +27 11 912 4093

E-mail: [email protected]

Internet: http://www.mtn.com

Administration

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2MTN Group Limitedresults presentation for the six months ended 30 June 2016

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MTN Group Limited

AGENDA

1 Strategic and operational update

2 Financial review

3 2016 Guidance

4 Key matters and immediate priorities

MTN Group LimitedResults presentation for the six month period ended 30 June 2016

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MTN Group Limited

Strategic and operational update

4

Performance reflects a confluence of material issues which created a ‘perfect storm’

Group financial results

On 10 June MTN settled Nigerian regulatory fine with Federal Government of Nigeria

MTN to pay 330 billion naira (USD 1.67 billion) over three years in full and final settlement, in addition to complying with certain other regulatory conditions

50 billion naira (USD 250 million) paid on 24 February 2016 forms part of the monetary component of the settlement

June 2016, first schedule of 30 billion naira paid (USD 124 million)

Accrued present value of remaining, 280 billion naira (USD 1.42 billion)

Impact- EBITDA: negative re-measurement impact of R10 499 million- Headline earnings: R8 632 million- HEPS: 474 cents- Cash flow: R 5 870 million

Nigeria fine settlement; significant negative impact on results

STRATEGIC AND OPERATIONAL UPDATE

STRATEGIC AND

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MTN Group Limited

A challenging operating environment

Source of GDP growth: IMF

Slowing reliant economies, regulatory pressure and tough competition

1.3 2.7 0.0 3.5

5.9 8.6

5.0

0.1

-1.8

4.0 4.5 4.9 8.5

5.3

-4

0

4

8

12

16

20

South Africa Nigeria Iran Ghana Cameroon Ivory Coast Uganda

2015 GDP 2016 GDP f/c Inflation 2016 f/c

Key challenges impacted growth

Depreciation in local currencies resulted in higher US dollar expenses

Forex losses of R3 606 million

Liquidity constraints impacting repatriation of funds from Nigeria

Weak macro economic conditions in most markets resulted in lower consumer spending

Negative GDP growth in South Africa and Nigeria expected in 2016, our two largest markets

Regulatory pressure, notably withdrawal of regulatory services in Nigeria until May 2016

7.5 million disconnected of subscribers – registration requirements in Nigeria, Uganda and Cameroon (approximately 18 million since October 15)

STRATEGIC AND OPERATIONAL UPDATE

Note: Results are presented based on operational performance (excluding hyperinflation, Nigerian regulatory fine and tower profits)

Despite challenges MTN declared an interim dividend of 250 cents for the period

Group financial results for the six months ended 30 June 16 STRATEGIC AND

OPERATIONAL UPDATE

7.5 million subscriber disconnections in Nigeria, Uganda and Cameroon to ensure regulatory compliance, approximately 18 million since October 2015

Competition and economic pressure in South Africa, negatively impacted growth Group subscribers flat

14.0%to Revenue (Organic growth of 1.5%)

32.2 % increase in data revenue despite 46.9% decline in effective data tariff

Effective voice tariff declined 12.2% (USD), negatively impacted by free minutes offered in subscriber registration campaigns, approximately 1bn free minutes offered in Nigeria

Nigeria: outgoing voice and data revenue impacted by withdrawal of regulatory services in Nigeria until May 2016

South Africa: revenue supported by strong device sales and increase in data revenue

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MTN Group Limited

Group financial results for the six months ended 30 June 16

Excluding once-off costs organic EBITDA declined 12.8%

Excluding once-off costs headline earnings declined 11.7%

STRATEGIC AND OPERATIONAL UPDATE

3.3%toEBITDA (Organic decline of 25.9%)

Headline loss per share (Adjusted HEPS declined 11.7%)

NIG fine Professional fees

Operational AdjustedReported Fx H1-16 CR

South Sudan imp

NIG fine Digital Group losses

Adjusted H1-16

Reported H1-16

TowerCo losses

Fx losses

Professional fees

Hyperinflation

Hyp and TowerCo

8

To lead the delivery of a bold, new Digital World to our customers

Strategic update

Group Consumer

Improving customer analytics is a key priority – forms part of strategic review

Introduced Global Value Propositions to drive transition to data and enable global roaming

Improved commission structure and retail experience

Net promoter score improved from 24% to 27%

Group Digital Services

Leveraging a strong brand, distribution, access to customer wallets and scale- Largest distributor of digital music in Africa and recently launched ‘Games Club’

Good progress made by e-commerce ventures AIH and MEIH- AIH recorded 3 million customers and 2.5 million transactions – impacted by macro-economic slow

down in Nigeria- MEIH recorded 600 000 customers and 3.3 million transactions- IIG gained strong momentum benefiting from youthful population and high internet penetration

MoMo customers increased 5.0% to 36.5 million, supported by Uganda, Ghana, Rwanda and Benin

Enterprise Business Unit

Aligned operations to become ‘ICT Partner of Choice’ to corporates, public sector and SMEs

The Group will embark on a process aimed to accelerate growth as part of the strategic group review

Continued focus on MTN Business Cloud now providing independent software vendor solutions

Expansion of MTN Global, multi protocol label switching (MPLS) bringing the footprint to 27 POPs

Launched dedicated internet services to clients in 11 markets and Internet of Things platform to Ghana and Cameroon

STRATEGIC AND OPERATIONAL UPDATE

STRATEGIC AND

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9

Operational performance

Performance compromised by the disconnection of subscribers and the suspension of regulatory services until May 2016Increased market share to 46.2% despite 3.7% decline in subscriber base Revenue impacted by lower data revenue given regulatory restrictions on ‘out-of-bundle’ data tariffs; multi-SIM’s and delays in competitive offerings and free minutes offeredEBITDA impacted by

- Transfer of tranche 2 passive infrastructure into TowerCo and USD expenses- Increased marketing costs related to subscriber registration- Nigeria fine professional fees

Capex increased by 78.9%* to R 2 534 million; rollout remains a priority

Performance impacted by network outages, competition and lower consumer spending

Subscriber base down 2.6%, negatively impacted by competition in highly penetrated market

Increased revenue by 5% supported by handset sales and data usage

Embarked on a deliberate project to drive 3G and LTE quality and high-speed data in key locations

EBITDA margin impacted by higher volumes of devices and network related costs

Capex of R 4 773 million; added 369 3G and 284 LTE sites; 175 sites connected to fibre

LTE spectrum critical for high-speed data connectivity – submitted application to ICASA

Entered into sales agreement to dispose of 50.02% stake in Afrihost (Proprietary) Ltd

Nigeria

South Africa

STRATEGIC AND OPERATIONAL UPDATE

STRATEGIC AND

10

Sound performance in Iran and Ghana; Cameroon well managed subscriber registration campaigns and Ivory Coast impacted by competition

Operational performance

Sound performance despite highly competitive environment and regulatory pressure on data tariffs

Subscribers up 2.0% due to attractive offerings

Revenue up 8.7%* supported by 65.3%* growth in data revenue contributing 40.6% to total revenue

Iran

Ghana

Cameroon

Ivory Coast

Strong subscriber growth of 8.1% due to uptake in value propositions

Revenue increased by 18.9%* supported by strong growth in voice and data revenue

Digital revenue underpinned by lifestyle and momentum gained in Mobile Financial Services

Launch of LTE services

Subscribers increased 5.0% supported by aggressive subscriber registration campaigns

Revenue declined 8.7%* while data revenue increased 49.5%*

Strong focus on 3G and LTE network quality and coverage and smartphone penetration

Subscribers down 1.3% impacted by subscriber registration requirements and competition

Revenue down 3.9%* impacted by lower outgoing voice revenue while data revenue up 13.4%*

Digital revenue contributed 50.2% to data revenue, driven by increased digital services

STRATEGIC AND OPERATIONAL UPDATE

STRATEGIC AND

Constant currency ('organic') information

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MTN Group Limited

Financial review

12Note: Results from slide 13 to 19 are presented based on operational performance (excluding hyperinflation, tower profits and Nigeria regulatory fine)

Group highlights

14%to R79 115m

38%to R18 882m

20.4ppto 23.9%

141ppto (271) cents

R237m R90m 0.1pp 20 cents

R18m

14%to R78 878m

3%to R29 273m

6.6ppto 37.1%

63ppto 223 cents

Revenue EBITDA EBITDA margin HEPS

Reported

Hyperinflation

Tower profit impact

Nigeriaregulatory fine

Operational

R10 499m 13.3pp 474 cents

Positive impact on reported results Negative impact on reported results

FINANCIAL REVIEW

FINANCIAL

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MTN Group Limited

13

* EBITDA less capex (approximates free cash flow)

Financial highlights

Organic revenue up 1%Negatively impacted by Nigeria due to regulatory challengesDisappointing service revenue growth in RSA impacted by network outage in February 2016Supported by healthy double digit data revenue growthUganda and Cameroon also faced regulatory challenges

Organic EBITDA down 26%, impacted bySouth Sudan impairment on PPE – R2 632mProfessional fees relating to fine settlement – R1 324mHigher costs in Nigeria and RSA

EBITDA margin declined 6.6pp to 37.1%

Capex up 27% Aggressive rollout of 3G & LTE sites in Nigeria and RSA

Reported revenue and EBITDA performance positively impacted by exchange rates

24 464 19 422 15 501

9 199 10 852 13 772

39 096 38 936

49 605

72 75969 210

78 878

33 66330 274 29 273

H1-14 H1-15 H1-16

46.3% 43.7% 37.1% EBITDA margin

12.6% 15.7% 17.5% Capex/Revenue

Rev

Opex

EBITDA

Capex

AFCF*

14%

27%

3%

27%

20%

1%

23%

26%

15%

49%

Reported15 - 16

Organic15 - 16

Group summary ZAR (million)

FINANCIAL REVIEW

FINANCIAL

14

H1-16 CR is at constant prior year FX rate HOE – Head office companies and eliminations

Revenue

Impacted by a decline in outgoing voice revenue growth

Outgoing revenue up 8% (organic down 5%), negatively impacted by

Muted subscriber growth to 232.6m – disconnections in Nigeria, Cameroon and Uganda impacted by registration requirementsWithdrawal of regulatory services in Nigeria until MayNetwork outages and increased post-paid churn in RSAEffective tariff down 21.7% (organic down 12.2%), impacted by competitionBillable MOU up 8% – driven by free minutes

Data revenue up 32% (organic up 20%)Healthy double digit growth in majority of the marketsNigeria impacted by restrictions on out-of-bundle rates

Devices revenue up 34% (organic up 36%)RSA contributes 86%, handset revenue up 33% Number of prepaid handsets sold 3.2m (up 33%) postpaid641k (up 41%)

Incoming voice revenue up 13% (organic down 3%)

Decline in MTRGroup incoming minutes remained flat

Revenue breakdownZAR (million)

69 210

FINANCIAL REVIEW

FINANCIAL

RSA H1-16CR

NIG FX H1-16H1-15 Other WECA

MENA HOEOtherSEA

959

909 1 190

215 125 12 70 240

8 638 78 878

+13%

Revenue breakdown per category(%) Data

25% Incoming voice10%

Outgoing57%

SMS2%

Devices5%

Other1%

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15

H1-16 CR is at constant prior year FX rate HOE – Head office companies and eliminations

Revenue – data

Increased data revenue contribution at 25%

Data revenue up 32% (organic up 20%)Strong data revenue growth despite 59% decline in data tariff (organic decline 47%) Continued improvements of 3G and LTE networks across operations (data traffic up 135%)Increased device penetration (no. of smartphones on network up 26%)Increased contribution from digital service revenue

Nigeria data revenueImpacted by regulatory restrictions on “out of bundle” data tariffs

Digital and MFS services revenue contributed 32% to data revenue

Increased up-take in lifestyle content Continued growth in MFS

Data revenueZAR (million)

FINANCIAL REVIEW

FINANCIAL

15 0131 089

469 1251 071

465 12 17 970

1 879 19 849

RSA H1-16CR

NIG FX H1-16H1-15 Other WECA

MENA HOEOtherSEA

+12.5%

Access data58%

VAS4%

ICT6%

Digital26%

MFS6%

Data breakdown per category(%)

16* Organic growth

Opex

Direct network and operating costs up 33%* impacted by

USD denominated exposure associated with the tower transaction and build-to-suit sites in NigeriaIncrease in network costs related to the significant rollout of 3G and LTE sites in key markets

Cost of handset and other accessories up 34%* Mainly driven by SA, up 46% – aggressive smartphone penetration drive, volumes 18% higher

Other operating expenses up 94%* impacted byImpairment of property, plant and equipment in South SudanProfessional fees associated with the Nigeria regulatory fineCosts associated with subscriber registration in Nigeria

Opex driven by rent and utilities, maintenance and professional fees

4 439 6 635 2 834

2 955 8 432

9 608 4 153

4 770 6 324

7 344 4 440

6 036 8 314

12 257 38 936

49 605

H1-15 H1-16

Direct network and technology operating costs

Cost of handsets and other accessories

Interconnect and roaming

Staff costs

Selling, distribution and marketing expenses

Other operating expenses

+27%

OpexZAR (million)

Government and regulatory costs

FINANCIAL REVIEW

FINANCIAL

33%

34%

2%

8%

1%

5%

94%

Organic15 - 16

25%

12%

15%

10%

19%

6%

13%

% share Reported

opex

47%

36%

16%

15%

14%

4%

50%

Reported15 - 16

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17

EBITDA margin

H1-16 CR is at constant prior year FX rate HOE – Head office companies and eliminations

Impacted by lower margins in South Africa and Nigeria

Organic EBITDA excluding South Sudan impairment of PPE and professional fees relating to the settlement of the Nigeria fine down 12.8%

Underlying EBITDA negatively impacted byHigher device and network related costs in SAForeign denominated expenses mainly in Nigeria and Uganda

EBITDA was supported byEfficient cost control in Ghana, Cameroon and Sudan, despite the depreciation of local currencies against the USDLower revenue share in Syria from 50% to 30%

EBITDA margin declined 6.6pp to 37.1%South Africa margin down 5.5pp to 30.1%Nigeria margin down 7.5pp to 49.8%

EBITDAZAR (million)

FINANCIAL REVIEW

FINANCIAL

RSA H1-16CR

NIG FX H1-16H1-15 Other WECA

MENA HOEOtherSEA

30 274 745 3 305

2 388

312 38 1 12822 434

6 839 29 273

EBITDA margin reconciliation(%)

43.7 1.42.7

2.7

0.6 0.0 4.2 32.15.0 37.1

RSA H1-16CR

NIG FX H1-16H1-15 Other WECA

MENA HOEOtherSEA

-11.6pp

18

Finance cost

Net interest paid more than doubled to ZAR 1 855m

Increase in net debt by 187%: ZAR 49.3bn (H1-15: ZAR 17.2bn)

Forex loss ZAR 3 606m impacted by fxmovements

Nigeria losses mainly due to USD denominated intercompany loans and third party payables Mauritius forex losses mainly on Iran receivables South Sudan forex losses mainly on USD third party trade payables Sudan forex losses on settlement of USD denominated third party trade payables RSA forex losses on derivatives hedging foreign payables

Impacted by higher net interest paid and fx losses

H1-16 H1-15 H1-14Net interest paid 1 855 839 932Net forex losses 3 606 1 481 736Total 5 461 2 320 1 668

H1-16 H1-15 H1-14Nigeria 1 124 769 129Mauritius 1 078 253 104South Sudan 408 - 19Sudan 395 (83) (4)RSA 178 77 54Manco 141 (4) (3)Other 282 469 437Total 3 606 1 481 736

Net finance costZAR (million)

Net forex losses/(gains)ZAR (million)

FINANCIAL REVIEW

FINANCIAL

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19

Taxation

(461) (472)(1 573)

6 6725 672 5 661

1 042

1 023 606

7 2536 223

4 694

H1-14 H1-15 H1-16

Normalised Group effective tax rate of 49.2% (H1-15: 32.9%)

Reported group effective tax rate impacted by the Nigeria regulatory fine and hyperinflationNormalised group effective tax rate impacted by lower PBT due to- Decrease in equity income from joint ventures and

associates- Nigeria professional fees- South Sudan unrealised forex losses and PPE

impairment and- Conakry goodwill impairment

Normalised withholding tax 6.3% (prior year 5.4%) – WHT is lower than prior year in absolute terms due to lower dividends up-streamed

Current tax Current tax largely unchanged

Deferred tax – income statementNigeria unrealised forex losses on USD denominated intercompany loans and third party payables

-14% -25%

TaxZAR (million)

Normal taxDef taxWHT31.5% 32.9% 49.2% Eff tax rate %

FINANCIAL REVIEW

FINANCIAL

Share ofresults JVsand assoc

ForexlossesS Sdn

Adj efftax rate

EffTax rate

Goodwillimpairment

PPEimpairment

S Sdn

Professionalfees NIG

49.2 9.6

3.41.3 1.2 0.7 33.0

-16.2pp

Group effective taxZAR (million)

20

ZAR (million) H1-16 H1-15 Change %

Revenue 79 115 69 304 14

Other income 367 411 (11)

COS and operating expenses 50 101 39 040 28

EBITDA before Nigeria regulatory fine 29 381 30 675 (4)Nigeria regulatory fine 10 499 - 100

EBITDA 18 882 30 675 (38)Depreciation, amortisation and impairment of goodwill 13 691 10 750 27

Profit from operations 5 191 19 925 (74)Net finance cost 5 945 2 319 156Share of results from joint ventures and associates after tax (1 692) 2 027 (184)Net monetary gain 919 496 85

(Loss)/profit before tax (1 527) 20 129 (108)Income tax expense 4 726 6 249 (24)

(Loss)/profit after tax (6 253) 13 880 (145)Non-controlling interests (764) 1 980 (139)

Attributable (loss)/profit (5 489) 11 900 (146)

Income statement (IFRS)

Impacted by losses from JV’s and fx

FINANCIAL REVIEW

FINANCIAL

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22

5 979 6 880 8 225 8 8084 585

9 362

12 302

14 694 15 2192 088

2 422

17 42919 182

25 34124 027

4 585

2012 2013 2014 2015 H1-16

H1 H2 Share buy back

Shareholder returns

DividendsInterim dividend 250cps, 48% decline

Share buy-backsH2-11 repurchased 6.8m shares (ZAR 930m)H1-12 repurchased 15.6m shares (ZAR 2.1bn)H2-14 repurchased 10.7m shares (ZAR 2.4bn)Total repurchase of 1.8% of issued shares since 2011

Dividends and share buy-backsZAR (million)

FINANCIAL REVIEW

FINANCIAL

21

669 729 654

(271)

402

474

1 4111 536

1 148

203

742807

92

2013 2014 2015 H1-16

Headline (loss)/earnings per share

H1-16 H1-15 Change %

Reported attributable (loss)/earnings per share (301) 653 (146)

Profit on disposal of non-current assets (including tower profits) (2) - (100)

Profit of dilution of investment in joint venture (15) - (100)

Impairment of goodwill, PPE and non-current assets 47 1 NM

Reported basic headline (loss)/earnings per share (271) 654 (141)

Nigeria regulatory fine 474 - 100

Basic headline earnings per share excluding Nigeria regulatory fine 203 654 (69)

Hyperinflation 20 (40) 150

Contingent consideration included in tower sale profits - (15) 100

Operational basic headline earnings per share (excluding Nigeria regulatory fine, hyperinflation, tower profits)

223 599 (63)

Headline (loss)/earnings per shareZAR (cents) ZAR (cents)

FINANCIAL REVIEW

FINANCIAL

Impact of Nigeria regulatory fineH1 H2

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23

ZAR (million) 2016 Dec 2015

Property, plant and equipment 93 462 106 702

Goodwill and other intangible assets 52 172 55 887

Other non-current assets 54 813 55 846

Cash 26 955 34 177

Current assets* 55 513 61 255

Total assets 282 915 313 867Total equity 119 796 151 838Interest-bearing liabilities 81 947 75 171Other liabilities 81 172 86 858Total liabilities 163 119 162 029Total equity and liabilities 282 915 313 867Net debt 49 257 31 635

Annualised net debt/EBITDA excluding Nigeria regulatory fine 0.83 0.46ZAR strengthened against most other African currencies (Naira 50%, Cedi 4%, Uganda Shilling 7% and Syrian pound 52%) since Dec 2015

*Includes foreign currency deposits of ZAR 1 123m (Dec 2015 ZAR 428m), treasury bills and commercial papers of ZAR 3 926m (Dec 2015 ZAR 7 196m) and bonds of ZAR 49m (Dec 2015 ZARnil)

Statement of financial position (IFRS)

Total assets impacted by FCTR

FINANCIAL REVIEW

FINANCIAL

24

ZAR (million) H1-16 H1-15 Change %

Cash generated from operations^ 23 870 26 289 (9)

Dividends paid to equity holders of the Company (15 212) (14 697) (4)

Dividends paid to non-controlling interests (790) (3 042) 74

Dividends received from associates and joint ventures 426 285 49

Net interest paid (2 143) (934) (129)

Tax paid (6 587) (6 469) (2)

Cash (used in)/generated from operating activities (436) 1 432 (130)Acquisition of property, plant and equipment and intangible assets (14 024) (11 830) (19)

Movement in investments and other investing activities (185) (2 641) 93 Cash used in investing activities (14 209) (14 471) 2 Cash generated by financing activities 13 608 1 558 NM Cash and cash equivalents at the beginning of the year 34 139 43 072 (21)

Effect of exchange rates on cash and equivalents (6 272) (787) NM

Net monetary gain on cash and cash equivalents 107 134 (20)

Cash and cash equivalents at the end of the year* 26 937 30 938 (13)

^Cash generated from operations decreased by R2.4bn mainly as a result of Nigeria payments on regulatory fine (R5.9bn)* Includes bank overdraft of R18m (H1-15: R76m)

Statement of cash flows (IFRS)

Impacted by R5.9bn payment made on Nigeria regulatory fine

FINANCIAL REVIEW

FINANCIAL

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2016 Guidance

26

(‘000)

Guidanceprovided

March 2016

Updated guidance

June 2016SEA 3 515 1 850South Africa 1 100 1 100Uganda 1 800 950Other 615 (200)WECA 6 825 4 725Nigeria 3 500 800Ghana 1 100 1 800Cameroon 1 000 1 000Ivory Coast 400 475Other 825 650MENA 1 610 1 500Iran 1 100 1 500Syria - (100)Sudan 350 400Other 160 (300)Total 11 950 8 075

Net additions guidance

Guidance 2016

2016 GUIDANCE

2016

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27

ZAR (million)Authorised

2016Capitalised June 2016

CapitalisedJune 2015

SEA 13 548 5 626 5 896South Africa 11 280 4 773 4 678Uganda 807 364 556Other 1 461 489 662WECA 16 162 6 975 3 652Nigeria 11 130 2 534 1 172Ghana 1 258 1 646 355Cameroon 1 157 1 121 943Ivory Coast 815 842 422Other 1 802 832 760MENA 3 539 1 064 732Syria* 1 543 191 56Sudan* 1 280 549 337Other 716 324 339Head office companies and eliminations 1 865 107 572Total 35 114 13 772 10 852Hyperinflation - 78 17Total reported 35 114 13 850 10 869Iran (49%)* 3 518 2 313 1 854

* Excluding hyperinflation

Capex guidance 2016

GUIDANCE2016

Key matters and immediate priorities

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29

Appointment of the right CEO to take MTN forward into new growth phase

Key matters and immediate priorities

New VP’s to strengthen management structure, changes to be completed by year-end

More in-depth commercial, risk and governance skills and experience

KEY MATTERS AND IMMEDIATE PRIORITIES

KEY MATTERS AND

New Group CEO

Appointment of Rob Shuter, new Group president and CEO, as soon as practically possible in 2017 (no later than July 2017)Brings extensive telecoms and banking experience in Africa and Europe – previously CEO Vodafone Europe clusterIn the interim, Phuthuma to hand over operational responsibility to Stephen and Gunter

High calibreManagement team

Stephen van Coller, VP for M&A and strategyGodfrey Motsa, VP for SEA regionGunter Engling to act as CFO, following the resignation of Brett GoschenBabak Fouladi, Group CTIO and CTO of South Africa for 12 months Phuthuma Nhleko to revert to non-executive Chairman role as soon as Rob Shuter joins the Group

Refreshed composition of the board

Stan Miller, Paul Hanratty and Nkululeko “Nkunku” Sowazi appointed to Group board

Mike Harper, Mike Bosman, Lerato Phalatse and Trudi Makhaya appointed to MTN South Africa board

30

Deep and fundamental strategic review of operations and processes to ensure the Group is operating far more optimally

Prospects

Advanced analytics will support network quality, high speed data connectivity, improved customer service and segmented offerings

Increased operating efficiencies and improving customer services focusing on improved service channels productivity and MoMo as a distribution channel

Creating value through leveraging its extensive infrastructure

Embark on a process of housing new revenue streams, particularly digital services, outside the core business enabling more agility and greater flexibility to accelerate growth

New revenue streams expected to increase contribution in next 12-18 months

Areas to be addressed

KEY MATTERS AND IMMEDIATE PRIORITIES

KEY MATTERS AND

Tower investments

Investments in towers with IHS evidenced by substantial ownership interest in INT and direct investments in IHS

IHS is well positioned for future growth and build-out from 3G upgrades and move to LTE across its key markets

IHS is now the largest independent tower operator in EMEA by tower count and tenth largest independent tower company in the world with 24 000 towers

Recently led in-country consolidation through its acquisition of Helios Towers Nigeria

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Prospects KEY MATTERS AND

IMMEDIATE PRIORITIES

Expect improved operating conditions supported by permanent and refreshed management team

Strong operational oversight ensuring regulatory compliance across operations Operating conditions

Nigeria

South Africa

Iran

Aims to list MTN Nigeria on Nigeria Stock Exchange during 2017, subject to prevailing market conditions and appropriate regulatory approval

Expect improved competitiveness and performance following reinstatement of regulatory services

Data performance to benefit from increased investment in 3G and LTE and recently acquired spectrum

Expect improved performance supported by strong focus on customer service and improving the network quality, capacity and speed

Data growth will benefit from significant investment and deliberate focus in 3G and LTE

Significant opportunities to expand digital services supported by easing of sanctions

Expect improvements in operating environment supported by a reduction in inflation and normalised exchange rate

Working towards remittance of approximately R15.4 billion

Questions

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thank you

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3MTN Group Limitedappendices for the six months ended 30 June 2016

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Appendices

35

South Africa

Revenue growth of 5.1%

Subscribers down 2.6% to 29.8 million Negatively impacted by network outages in some areas, competition and economic pressure affecting consumer spendingPre-paid and post-paid segments declined by 2.7% to 24.7 million and 2.1% to 5.1 million respectively

Strong data revenue growth, supported by smartphones

Strong data revenue growth, up 19.2%, contributing 34.1% to total revenue attributable to- Smartphones up 18.4% to 9.3 million- Improved 3G and LTE network quality - Additional services being offered in digital, including

international contentDevice sales in the previous comparable period were impacted by the industrial strike action and supply chain challenges

22 574 25 346 24 673

5 419 5 242 5 13227 993 30 588 29 805

Dec 14 Dec 15 Jun 16

Total subscribers ‘000

PostpaidPrepaid

19 157 18 882 19 841

19 765 21 156

38 922 40 038

19 841

Dec 14 Dec 15 Jun 16

Revenue ZAR (million)

H2H1

Launched Jun 1994 Market share 32.3% Population 55.7m Market size 2016 96m Penetration 162% Shareholding 100%

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Nigeria

* Constant currency ('organic') information

Challenging operating environment

Subscriber decline of 3.7% Market share increased by 46.2% despite the decline insubscriber base to 58.9 million (including 568 000Visafone subscribers)Inability to offer competitive prices as a result of thesuspension of regulatory services until May 2016, whenapproval was received

Revenue declined 4.8%* Lower outgoing voice and data revenue impacted byregulatory requirements, multi-SIMs and tough economicconditionsData revenue declined 2.7%*, contributing19.3% to total revenue- 11.2% increase in smartphones to 16 million- Digital revenue continued to gain momentum – music

and lifestyle - Diamond Yellow increased to 6.5 million registered

accounts

59 893

61 252

58 978

Dec 14 Dec 15 Jun 16

Total subscribers ‘000

413 611 408 999 389 345

411 195 398 450

824 806 807 449

389 345

Dec 14 Dec 15 Jun 16

Revenue NGN (million)

H2H1

Launched Aug 2001 Market share 46.2% Population 174.3 m Market size 2016 133m Penetration 72% Shareholding 78.8%

36

South Africa

Strong focus on network experience

EBITDA margin down 5.5ppMainly due to- Increased device costs relating to higher volumes sold- Impact of network related costs as a result of the rollout

of 3G and LTE sites

Focus on improving network quality and capacityCapex of R4 773 million Rollout of 369 co-located 3G sites and 284 LTE sites175 sites were connect to fibre 10 000 homes passed with fibre to the home, 40% rolled out over the six month periodInvitation to apply for high demand spectrum – 700MHz, 800MHz and 2.6GHz bands

12 775 12 158 13 862

13 638 14 510

26 413 26 668

13 862

Dec 14 Dec 15 Jun 16

Expenses ZAR (million)

H2H1

2 0004 678 4 773

3 676

6 2705 676

10 948

4 773

Dec 14 Dec 15 Jun 16

Capex ZAR (million)

H2H1

32.1% 33.4% 30.1% EBITDA margin

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39

Iran

*Constant currency ('organic') information **In ZAR terms***Excluding hyperinflation

Revenue growth of 8.7%* supported by increased data revenue growth

Subscriber growth of 2.0% to 47.3 millionAttractive segmented offerings, data bundles and improved network experience

Strong data revenueData revenue increased 65.3%*, contributing 40.6% to total revenue despite regulatory pressure on data tariffsSmartphones increased 25.8% to 25.8 millionDigital revenue contributed 32.6% to data revenue due to strong growth in local lifestyle content based usageOutgoing voice revenue negatively impacted by the continuous substitution of data services

EBITDA down 2.4pp Mainly due to increased transmission costs associated with the data network expansion, as well as marketing costs related to 3G and LTE campaigns

3G and LTE networks expansion Added 1 783 co-located 3G sites and 851 LTE sites

27 260 31 038 33 739

29 466 32 281

56 72663 319

33 739

Dec 14*** Dec 15*** Jun 16***

Revenue IRR (billion)(100%)

H2H1

8911 854 2 313

2 2212 326

3 1124 180

2 313

Dec 14*** Dec 15*** Jun 16***

Capex ZAR (million)(49%)

H2H1

42.8%** 41.5%** 37.7%** EBITDA margin

Launched Oct 2006 Market share 46.4% Population 80.6m Market size 2016 101m Penetration 126% Shareholding 49%

38

Nigeria

* Constant currency ('organic') information** In ZAR terms

Network quality and rollout of LTE remains a priority

EBITDA margin reduced 7.5pp impacted byTransfer of 2nd tranche of passive infrastructure into TowerCoUSD denominated expenses associated with TowerCoand build-to-suit suitesMarketing costs relating to subscriber registration processWide range of professional services in relation to the settlement of the regulatory fine

Improving network quality and customer experience

Capex increased 78.9%* to R2 534 millionDelays in network re-planning and equipment purchasesRolled out 428 3G co-located sites and 507 LTE sitesPurchase of additional LTE spectrum

165 121 174 603 194 286

176 896 202 931

342 017377 534

194 286

Dec 14 Dec 15 Jun 16

Expenses NGN (million)

H2H1

3 1891 172

2 534

5 186

3 821

8 375

4 993

2 534

Dec 14 Dec 15 Jun 16

Capex ZAR (million)

H2H1

58.6%** 53.0%** 49.8%** EBITDA margin

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40

Ghana

*Constant currency ('organic') information**In ZAR terms

Voice and data delivered a strong performance

Subscriber growth of 8.1% to 17.6 millionSupported by the launch of LTE services and value propositions

Revenue up 18.9%* supported by data and outgoing voice

Data revenue up 68.0%* contributing 38.5% to total revenue supported by data bundles, including 4G data bundlesSmartphones increased by 21.7% to 3.6 millionDigital revenue underpinned by attractive lifestyle content bundlesMoMo subscribers increased by 23.3% to 7.0 million supported by international remittances

EBITDA margin declined 0.9pp, attributable to Higher transmission costs Impact of foreign denominated expenses following the depreciation of the cedi as well as high inflation

Superior data network qualityCapex increased by more than 100% to R1 646 millionKey focus on LTE rolloutAdded 110 co-located 3G sites and 435 LTE sitesCapex includes the 4G licence acquired in H2 15

961 1 091 1 297

1 0321 224

1 9932 315

1 297

Dec 14 Dec 15 Jun 16

Revenue Cedi (million)

H2H1

597 355

1 646803 1 476

1 400

1 8311 646

Dec 14 Dec 15 Jun 16

Capex ZAR (million)

H2H1

37.4%** 40.5%** 38.8%** EBITDA margin

Launched Nov 1996 Market share 53.8% Population 27.8m Market size 2016 31.8m Penetration 117% Shareholding 97.7%

41

Cameroon

*Constant currency ('organic') information**In ZAR terms

Aggressive subscriber registration campaigns

Subscribers up 5.0% to 9.6 million Market share growth attributable to improved network quality, expansion of LTE footprint and increased smartphone penetration

Revenue declined 8.7%*Decline in outgoing voice revenue impacted by price competition and free minutes used as part of subscriber registration processData revenue increased 49.5%* and contributes 18.8% to total revenue, supported by increased 3G device penetration and network rolloutSmartphones increased by 34.1% to 2.6 millionMobile Money brand campaign increased activity

EBITDA margin up 0.2ppSupported by strong cost optimisation Reduction in transmission costs due to WACS cable

Focus on 3G and LTE network rollout and quality6.9%* increase in capex to R1 121 million189 co-located 3G sites and 64 LTE sites rolled out

136 593 135 986 124 152

146 776 134 244

283 369 270 230

124 152

Dec 14 Dec 15 Jun 16

Revenue CFA (million)

H2H1

373943 1 121489

968862

1 911

1 121

Dec 14 Dec 15 Jun 16

Capex ZAR (million)

H2H1

42.8%** 36.2%** 38.0%** EBITDA margin

Launched Feb 2000 Market share 57.4% Population 23.6m Market size 2016 18.5m Penetration 71% Shareholding 70%

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42

Ivory Coast

*Constant currency ('organic') information**In ZAR terms

Data growth supported by strong focus on 3G and LTE network rollout

Subscribers down 1.3% to 8.2 million Negatively impacted by the subscriber registration requirements and aggressive competition

Revenue down 3.9%* mainly due to lower outgoing voice revenue

Data revenue up 13.4%* and now contributes 17.1% to total revenueIntroduction of new segmented data bundlesMoMo subscribers up 10.4% to 3.2 million

EBITDA margin decreased marginally by 0.6pp Supported by cost optimisation

Capex increased 57.1%* to R842 millionAdded 151 co-located 3G sites and 343 LTE sites

144 830 152 856 146 905

148 801 146 828

293 631 299 684

146 905

Dec 14 Dec 15 Jun 16

Revenue CFA (million)

H2H1

584 422842

601411

1 185

833 842

Dec 14 Dec 15 Jun 16

Capex ZAR (million)

H2H1

38.6%** 34.2%** 36.0%** EBITDA margin

Launched Apr 1996 Market share 32.8% Population 23.9m Market size 2016 20.6m Penetration 105% Shareholding 58.8%

43

Uganda

*Constant currency ('organic') information**In ZAR terms

Gaining momentum post subscriber registration process

Subscribers increased 10.8% to 9.9 million Supported by voice bundle propositions and continued success of MTN ZoneMoMo decreased registered subscribers by 24.4% to 7.2 million mainly due to H2 2015 disconnections during the subscriber registration process

Revenue decreased 2.3%*Voice revenue impacted by One Network Area, decline in mobile termination rates and disconnections Data revenue up 22.7%*, contributing 32.8% to total revenue – supported by data bundlesDigital revenue contributed 70.5% to data revenue supported by local content services including MTN Play.

EBITDA margin down 6.0ppHigher network operating costs and associated USD denominated expensesHigher transmission costs, marketing and distribution costs following the launch of 3G and 4G services.

Capex spend down 42.1%* to R364 millionDelay in supply chain processAdded 195 co-located 3G sites and 100 LTE sites

618 467 633 861 619 434

649 118 668 830

1 267 585 1 302 691

619 434

Dec 14 Dec 15 Jun 16

Revenue UGX (million)

H2H1

407 556364

260

395667

951

364

Dec 14 Dec 15 Jun 16

Capex ZAR (million)

H2H1

39.2%** 34.5%** 30.0%** EBITDA margin

Launched Oct 1998 Market share 52.7% Population 40.5m Market size 2016 20.3m Penetration 46% Shareholding 96%

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Syria

*Constant currency ('organic') information**In ZAR terms***Excluding hyperinftation

Operational growth despite a challenging environment

Subscribers decreased by 2.4%

Revenue increased 10.5%*Supported by 16.9%* increase in data revenue, contributing 28.8% to total revenue

EBITDA margin increased 12.3pp Supported by the conversion of the BOT licence and cost optimisation

Capex increased by 241.1% to R191 millionAdded 92 co-located 3G sites and 3 LTE sites

26 436 26 468 29 295

26 844 29 392

53 280 55 860

29 295

Dec 14*** Dec 15*** Jun 16***

Revenue SYP (million)

H2H1

38 56 191319

918357

974

191

Dec 14*** Dec 15*** Jun 16***

Capex ZAR (million)

H2H1

18.9%** 17.7%** 28.6%** EBITDA margin

Launched Jun 2002 Market share 40.9% Population 17.0m Market size 2016 14.8m Penetration 84% Shareholding 75%

45

Sudan

*Constant currency ('organic') information**In ZAR terms***Excluding hyperinflation

Progress in tough conditions

Subscribers increased 4.2% to 8.8 millionDriven by targeted marketing campaigns

Revenue increased by 15.7%*Data revenue increased 78.3%* and contributes 27.7% to total revenue as a result of increased data users

EBITDA margin down 1.9pp

Capex up 62.9% to R549 millionAdded 44 co-located 3G sites

692 811 938

738830

1 4301 641

938

Dec 14*** Dec 15*** Jun 16***

Revenue SDG (million)

H2H1

481 337 549

911

482

1 392

819549

Dec 14*** Dec 15*** Jun 16***

Capex ZAR (million)

H2H1

33.8%** 35.0%** 35.4%** EBITDA margin

Launched Sep 2005 Market share 33.8% Population 37.6m Market size 2016 30.3m Penetration 69% Shareholding 85%

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46

ZAR (million)Actual H1-16

Hyper-inflation

Tower profit*

Nigeria regulatory

fine

Actual 2016

adjustedActual H1-15

Hyper-inflation

Tower profit*

Actual 2015

adjustedAdjusted

change %

Revenue 79 115 237 - - 78 878 69 304 94 - 69 210 14

Other income 367 - 18 - 349 411 - 352 59 492

EBITDA 18 882 90 18 (10 499) 29 273 30 675 49 352 30 274 (3)Depreciation, amortisation and impairment of goodwill 13 691 77 - - 13 614 10 750 35 - 10 715 27

Profit from operations 5 191 13 18 (10 499) 15 659 19 925 14 352 19 559 (20)

Net finance cost 5 945 32 - 452 5 461 2 319 (1) - 2 320 135Share of results of joint ventures & associates after tax (1 692) (1 039) - - (653) 2 027 362 - 1 665 (139)

Net monetary gain 919 919 - - - 496 496 - - NM

(Loss)/profit before tax (1 527) (139) 18 (10 951) 9 545 20 129 873 352 18 904 (50)

Income tax expense 4 726 32 - - 4 694 6 249 26 - 6 223 (25)

(Loss)/profit after tax (6 253) (171) 18 (10 951) 4 851 13 880 847 352 12 681 (62)

Non-controlling interests (764) 204 - (2 319) 1 351 1 980 105 75 1 800 (25)

Attributable (loss)/profit (5 489) (375) 18 (8 632) 3 500 11 900 742 277 10 881 (68)

EBITDA margin 23.9% 37.1% 44.3% 43.7% (6.6)pp

Effective tax rate (309.6%) 49.2% 31.0% 32.9% 16.3pp

*Tower sale profits for the period relates to Ghana release of deferred profit of R18m (H1-15: The measurement of the contingent consideration receivable relating to Nigeria tower transaction tranche 1 of R339m and the Ghana release of deferred profit of R13m)

Income statement

Hyperinflation, Nigeria regulatory fine and tower sales impact

47

ZAR (million)Cash and cash

equivalents*Net interest-bearing

liabilitiesNet debt/(cash)

H1-16Net debt/(cash)

Dec 2015

South and East Africa 4 161 2 107 (2 054) (1 652)

South Africa 3 457 - (3 457) (1 507)

Uganda 81 1 279 1 198 (86)

Other 623 828 205 (59)

West and Central Africa 18 548 24 587 6 039 3 956

Nigeria 14 785 16 922 2 137 1 695

Ghana 223 1 141 918 15

Cameroon 745 1 483 738 118

Ivory Coast 810 2 842 2 032 2 399

Other 1 985 2 199 214 (271)

Middle East and North Africa 2 981 3 188 207 (585)

Syria 736 - (736) (1 525)

Sudan 323 2 131 1 808 1 889

Other 1 922 1 057 (865) (949)

Head office companies & eliminations 7 000 52 065 45 065 29 916

Total 32 690 81 947 49 257 31 635

* Includes restricted cash and current investments

Net debt

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Net debt composition

Nigeria and Head office

Naira denominated

USDdenominated

ZARdenominated

Eurodenominated

Nigeria borrowings 11 331 5 591 - -

Nigeria cash 12 832 1 941 - 12

Head office borrowings - 25 700 26 365 -

Head office cash - 3 996 2 284 720

Nigeria borrowings(%)

USD33%(26%)

Naira67%(74%)

Head office borrowings(%)

Nigeria cash(%)

Head office cash(%)

USD49%(57%)

ZAR51%(43%)

USD13%(6%)

ZAR33%(44%)

USD57%(45%)

Euro10%(11%)

Naira87%(94%)

Net debt compositionZAR (million)

49

Revenue – data

South Africa and Nigeria

23 6 11

1 7062 407

2 877

419

370

404

237

192

177

213

448

5212 063

2 0291 597

4 661

5 452 5 587

H1-15 H2-15 H1-16

279 391 288 715 745 914 469 466 509

4 214

5 430 5 055

5 677

7 0326 766

H1-15 H2-15 H1-16

South AfricaZAR (million)

NigeriaZAR (million)

ISP DigitalAccess data Afrihost Internet VAS BlackberryLeased line/ICT Mobile moneyDigital

+24% -4% +17% +2%

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50

ZAR (million) H1-16 H1-15 Change %Telco joint ventures 2 198 1 935 14Iran 1 975 1 737 14Swaziland 50 48 4Botswana 173 150 15

Tower companies (2 480) (64) NMGhana (17) 22 (177)Uganda - (149) (100)Nigeria * (2 463) 63 NM

BICS 123 118 4Share of results of telco joint ventures and associates after tax excluding hyperinflation (159) 1 989 (108)

Iran – Hyperinflation (H1-16: Mainly depreciation and amortisation of assets written up) (1 039) 362 NM

Share of results of telco joint ventures & associates after tax including hyperinflation (1 198) 2 351 (151)

Digital Group (494) (324) (52)AIH (370) (249) (49)MEIH (69) (42) (64)IME (55) (33) (67)

Share of results of joint ventures and associates after tax (1 692) 2 027 (183)

* Includes forex losses of R2 282m resulting from the devaluation of the Naira

Share of results of joint ventures and associates after tax (IFRS)

51

USD: Local currency H1-16 H2-15 H1-15

H2-15 - H1-16LC strengthening/

(weakening)ZAR 14.67 15.47 12.14 5 Naira 283.50 199.20 199.30 (30) Rial 30 527 30 118 29 160 (1) Cedi 3.77 3.79 4.35 1 Cameroon XAF 593.53 603.51 588.14 2 Ivory Coast CFA 593.53 615.87 588.14 4 Uganda shilling 3 405.00 3 367.00 3 295.00 (1) Syrian pound 485.00 336.65 276.36 (31) Sudanese pound 6.09 6.09 5.97 0

ZAR: Local currency H1-16 H2-15 H1-15H2-15 - H1-16

ZAR strengtheningNaira 19.33 12.88 16.42 50 Rial 2 081.00 1 947.05 2 402.17 7 Cedi 0.26 0.25 0.36 4 Cameroon XAF 40.46 39.02 48.45 4 Ivory Coast CFA 40.46 39.81 48.45 2 Uganda shilling 232.12 217.67 271.44 7 Syrian pound 33.06 21.76 22.77 52 Sudanese pound 0.42 0.39 0.49 7

FX trends

Closing rate

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USD: Local currency H1-16 H2-15 H1-15H1-15 - H1-16LC weakening

ZAR 15.26 12.77 11.85 (22)Naira 205.83 199.34 196.49 (5)Rial 30 271 29 831 28 024 (7)Cedi 3.83 3.80 3.76 (2)Cameroon XAF 590.97 596.62 587.24 (1)Ivory Coast CFA 597.32 598.87 587.07 (2)Uganda shilling 3 371.57 3 508.93 2 956.18 (12)Syrian pound 418.97 312.76 237.91 (43)Sudanese pound 6.09 6.08 5.97 (2)

ZAR: Local currency H1-16 H2-15 H1-15

H1-15 - H1-16ZAR strengthening/

(weakening)Naira 13.52 14.62 16.59 (19)Rial 1 984.95 2 184.00 2 364.16 (16)Cedi 0.25 0.28 0.32 (22)Cameroon XAF 38.79 43.83 49.58 (22)Ivory Coast CFA 39.18 44.08 49.58 (21)Uganda shilling 220.40 257.64 249.48 (12)Syrian pound 27.41 23.02 20.07 37 Sudanese pound 0.40 0.45 0.50 (20)

FX trends

Average rate

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4MTN Group Limiteddata sheets for the six months ended 30 June 2016

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MTN Group Limited

Results for the six months ended 30 June 2016

MTN Group Limited

ARPU

(US dollar)

Country 1Q16* 2Q16*

SEA

South Africa 5,32 5,51

Uganda 2,49 2,25

Rwanda 2,01 1,93

Zambia 2,45 2,63

South Sudan 2,06 1,50

Botswana (joint venture) 5,45 5,67

Swaziland (joint venture) 5,60 6,11

WECA

Nigeria 5,40 5,09**

Ghana 3,13 3,19

Cameroon 3,37 3,29

Ivory Coast 4,55 4,63

Benin 5,94 5,95

Conakry 1,70 1,83

Congo B 8,22 8,66

Liberia 3,73 3,51

Bissau 3,24 4,11

MENA

Iran (joint venture) 3,73 3,99

Syria 2,09 1,80

Sudan 2,83 2,90

Yemen 4,10 3,71

Afghanistan 1,92 1,84

Cyprus 18,51 19,33

* WiMax now included in Cameroon, Conakry, Iran, Syria and Cyprus.

** Visafone now included.

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99

MTN Group Limited

1Q15 2Q15 3Q15 4Q15

7,45 7,46 7,22 6,40

2,79 2,34 2,13 2,29

2,27 2,25 2,21 1,95

4,23 3,83 3,65 2,84

8,26 8,33 7,75 4,71

6,27 6,35 6,28 5,60

8,06 7,81 7,97 7,08

5,68 5,25 4,99 4,87

3,57 3,15 3,29 3,09

3,83 3,43 3,68 3,60

5,07 4,70 4,59 4,69

6,05 5,78 6,09 5,80

2,69 2,34 2,01 2,15

9,14 9,02 9,48 9,00

5,07 4,70 3,96 4,31

3,79 4,16 3,58 3,15

4,01 4,03 3,91 3,61

3,31 3,04 2,95 3,91

2,47 2,59 2,62 2,61

4,51 3,66 4,06 4,10

2,76 2,89 2,86 2,59

19,35 19,37 19,80 18,38

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100

MTN Group Limited

Results for the six months ended 30 June 2016

MTN Group Limited

ARPU

(Local currency)

Country 1Q16* 2Q16*

SEA

South Africa 83,10 81,95

Postpaid 154,70 152,98

Prepaid 68,30 67,15

Uganda 8 462,00 7 528,18

Rwanda 1 487,72 1 486,82

Zambia 27,47 26,89

South Sudan 55,11 55,05

Botswana (joint venture) 61,00 63,00

Swaziland (joint venture) 88,00 91,00

WECA

Nigeria 1 078,00 1 086,00**

Ghana 12,17 12,28

Cameroon 2 052,45 1 952,75

Ivory Coast 2 771,75 2 705,14

Benin 3 616,00 3 506,59

Conakry 14 791,78 16 409,98

Congo B 4 926,03 5 054,11

Liberia 3,73 3,51

Bissau 1 978,20 2 403,63

MENA

Iran (joint venture) 112 513,01 121 147,23

Syria 767,08 865,87

Sudan 17,23 17,69

Yemen 880,20 904,79

Afghanistan 131,93 126,34

Cyprus 16,93 17,15

* WiMax now included in Cameroon, Conakry, Iran, Syria and Cyprus.

** Visafone now included.

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101

MTN Group Limited

1Q15 2Q15 3Q15 4Q15

87,16 88,44 93,65 91,54

159,52 163,86 180,65 163,84

69,75 70,40 74,04 76,00

7 998,46 7 148,75 7 512,37 7 358,68

1 538,99 1 562,92 1 565,57 1 444,71

28,61 28,34 32,00 30,17

26,13 26,33 24,52 27,53

61,04 63,21 68,24 64,00

94,26 93,73 103,30 101,31

1 102,59 1 046,45 994,44 963,42

12,32 12,53 12,52 11,70

2 225,90 2 043,26 2 169,43 2 140,00

2 946,57 2 797,32 2 708,13 2 780,00

3 512,75 3 438,86 3 594,24 3 523,30

19 190,61 17 043,90 14 874,41 16 508,47

5 312,87 5 365,33 5 597,42 5 334,97

5,07 4,70 3,96 4,31

2 201,47 2 473,65 2 111,39 1 910,73

110 351,87 114 958,63 116 024,94 113 683,00

706,14 795,23 863,86 770,64

14,77 15,46 15,89 15,90

970,24 786,84 920,73 909,66

159,27 170,64 180,09 170,51

17,15 17,57 17,81 17,27

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102

MTN Group Limited

Results for the six months ended 30 June 2016

MTN Group Limited

Subscribers

(‘000)

Country 1Q16* 2Q16*

SEA 52 796 52 872

South Africa 30 077 29 805

Postpaid 5 198 5 132

Prepaid 24 879 24 673

Uganda 9 624 9 891

Rwanda 4 015 3 989

Zambia 5 197 5 417

South Sudan 1 126 1 055

Botswana (joint venture) 1 826 1 798

Swaziland (joint venture) 931 919

WECA 102 952 105 560

Nigeria 57 045 58 978**

Ghana 17 004 17 579

Cameroon 9 477 9 648

Ivory Coast 8 140 8 236

Benin 3 923 3 962

Conakry 3 075 2 748

Congo B 2 175 2 270

Liberia 1 409 1 443

Bissau 704 696

MENA 73 855 74 145

Iran (joint venture) 46 852 47 316

Syria 5 802 5 837

Sudan 8 800 8 814

Yemen 5 335 5 310

Afghanistan 6 702 6 482

Cyprus 363 386

Total subscribers 229 603 232 577

* WiMax now included in Cameroon, Conakry, Iran, Syria and Cyprus.

** Visafone now included.

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103

MTN Group Limited

1Q15 2Q15 3Q15 4Q15

51 625 52 168 53 439 52 853

27 958 28 504 29 077 30 588

5 402 5 328 5 190 5 242

22 555 23 176 23 888 25 346

10 791 11 146 11 524 8 929

3 889 3 958 4 010 4 119

5 386 4 901 5 026 5 264

904 982 1 084 1 200

1 783 1 784 1 794 1 758

915 892 923 995

104 798 108 082 107 952 106 576

61 149 62 813 62 494 61 252

14 208 14 886 15 493 16 255

10 097 10 363 9 949 9 178

8 295 8 488 8 461 8 346

3 782 3 913 3 989 4 012

3 272 3 485 3 362 3 244

2 038 2 128 2 216 2 250

1 319 1 300 1 300 1 357

636 705 689 682

71 080 70 747 71 663 73 071

44 421 44 146 45 464 46 142

5 747 5 765 5 769 5 972

8 595 8 757 8 315 8 462

5 595 5 239 5 255 5 351

6 390 6 487 6 503 6 785

331 354 356 359

227 503 230 997 233 054 232 500

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104

MTN Group Limited

Results for the six months ended 30 June 2016

MTN Group Limited

Revenue

(Rm)

Country 1H16

South and East Africa 25 156

South Africa 19 841

Uganda 2 804

Rwanda 775

Zambia 1 408

South Sudan 210

Business Group 118

West and Central Africa 46 347

Nigeria 28 941

Ghana 5 165

Cameroon 3 202

Ivory Coast 3 751

Bissau 246

Conakry 527

Congo B 1 815

Liberia 524

Benin 2 176

Middle East and North Africa 7 402

Syria 1 068

Sudan 2 345

Yemen 1 905

Afghanistan 1 204

Cyprus 880

Joint ventures

Iran 8 324

Botswana 518

Swaziland 174

Equity accounting exclusion (9 016)

Head office companies and eliminations (27)

Total 78 878

Hyperinflation 237

Total including hyperinflation 79 115

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105

MTN Group Limited

1H15 2H15 YTD15

Reported

%

Organic

%

24 456 26 963 51 419 2,9 7,6

18 882 21 156 40 038 5,1 5,1

2 540 2 608 5 148 10,4 (2,3)

712 787 1 499 8,8 (6,9)

1 632 1 499 3 131 (13,7) 1,7

591 798 1 389 (64,5) 166,3

99 115 214 19,2 7,1

38 296 43 147 81 443 21,0 (2,5)

24 649 27 293 51 942 17,4 (4,8)

3 496 4 407 7 903 47,7 18,9

2 742 3 064 5 806 16,8 (8,7)

3 081 3 343 6 424 21,7 (3,9)

197 200 397 24,9 (1,0)

619 584 1 203 (14,9) (19,1)

1 393 1 728 3 121 30,3 1,9

511 503 1 014 2,5 (20,4)

1 608 2 025 3 633 35,3 6,9

6 569 7 197 13 766 12,7 1,9

1 329 1 276 2 605 (19,6) 10,5

1 610 1 862 3 472 45,7 15,7

1 633 1 738 3 371 16,7 (3,6)

1 340 1 484 2 824 (10,1) (17,9)

657 837 1 494 33,9 4,7

6 435 7 225 13 660 29,4 8,7

457 488 945 13,3 –

165 179 344 5,5 5,5

(7 057) (7 892) (14 949) – –

(111) (164) (275) – –

69 210 77 143 146 353 14,0 1,5

94 616 710 – –

69 304 77 759 147 063 14,2 1,7

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106

MTN Group Limited

Results for the six months ended 30 June 2016

MTN Group Limited

Revenue breakdown

(Rm)

Country 1H16

South Africa

Outgoing voice 7 922

Incoming voice 753

Data 6 766

SMS 675

Devices 3 354

Other 371

Revenue 19 841

Uganda

Outgoing voice 1 526

Incoming voice 256

Data 920

SMS 29

Devices 71

Other 2

Revenue 2 804

Nigeria

Outgoing voice 19 600

Incoming voice 3 321

Data 5 587

SMS 377

Devices 17

Other 39

Revenue 28 941

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107

MTN Group Limited

1H15 2H15 YTD15

Reported

%

Organic

%

8 434 8 458 16 892 (6,1) (6,1)

951 896 1 847 (20,8) (20,8)

5 677 7 032 12 709 19,2 19,2

953 969 1 922 (29,2) (29,2)

2 513 3 414 5 927 33,5 33,5

354 387 741 4,8 4,8

18 882 21 156 40 038 5,1 5,1

1 497 1 431 2 928 1,9 (9,9)

257 309 566 (0,4) (11,7)

663 792 1 455 38,8 22,7

30 32 62 (3,3) (13,3)

38 102 140 86,8 65,8

55 (58) (3) (96,4) (98,6)

2 540 2 608 5 148 10,4 (2,3)

16 824 18 256 35 080 16,5 (5,6)

2 592 3 173 5 765 28,1 3,8

4 661 5 452 10 113 19,9 (2,7)

427 413 840 (11,7) (28,3)

8 6 14 112,5 75,0

137 (7) 130 (71,5) (76,6)

24 649 27 293 51 942 17,4 (4,8)

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108

MTN Group Limited

Results for the six months ended 30 June 2016

MTN Group Limited

Revenue breakdown (continued)

(Rm)

Country 1H16

Ghana

Outgoing voice 2 364

Incoming voice 713

Data 1 991

SMS 49

Devices 7

Other 41

Revenue 5 165

Cameroon

Outgoing voice 2 027

Incoming voice 390

Data 603

SMS 90

Devices 81

Other 11

Revenue 3 202

Ivory Coast

Outgoing voice 2 447

Incoming voice 555

Data 642

SMS 52

Devices 31

Other 24

Revenue 3 751

Syria

Outgoing voice 688

Incoming voice 20

Data 308

SMS 48

Devices 1

Other 3

Revenue 1 068

Hyperinflation 103

Revenue including hyperinflation 1 171

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109

MTN Group Limited

1H15 2H15 YTD15

Reported

%

Organic

%

1 830 2 226 4 056 29,2 4,0

622 658 1 280 14,6 (7,6)

952 1 466 2 418 109,1 68,0

40 38 78 22,5 (2,5)

19 6 25 (63,2) (73,7)

33 13 46 24,2 (3,0)

3 496 4 407 7 903 47,7 18,9

1 911 1 976 3 887 6,1 (17,1)

396 433 829 (1,5) (23,0)

315 508 823 91,4 49,5

87 95 182 3,4 (19,5)

26 58 84 211,5 146,2

7 (6) 1 57,1 14,3

2 742 3 064 5 806 16,8 (8,7)

2 029 2 186 4 215 20,6 (4,8)

507 527 1 034 9,5 (13,6)

447 556 1 003 43,6 13,4

57 50 107 (8,8) (28,1)

15 9 24 106,7 66,7

26 15 41 (7,7) (30,8)

3 081 3 343 6 424 21,7 (3,9)

854 820 1 674 (19,4) 10,9

36 29 65 (44,4) (25,0)

361 360 721 14,7 16,9

70 60 130 (31,4) (5,7)

– 1 1 100,0 100,0

8 6 14 (62,5) (50,0)

1 329 1 276 2 605 (19,6) 10,5

28 363 391 – –

1 357 1 639 2 996 (13,7) 17,6

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110

MTN Group Limited

Results for the six months ended 30 June 2016

MTN Group Limited

Revenue breakdown (continued)

(Rm)

Country 1H16

Sudan

Outgoing voice 1 207

Incoming voice 407

Data 649

SMS 41

Devices –

Other 41

Revenue 2 345

Hyperinflation 134

Revenue including hyperinflation 2 479

Iran (49%)

Outgoing voice 3 206

Incoming voice 963

Data 3 380

SMS 679

Devices 72

Other 24

Revenue 8 324

Hyperinflation –

Revenue including hyperinflation 8 324

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111

MTN Group Limited

1H15 2H15 YTD15

Reported

%

Organic

%

914 927 1 841 32,1 4,8

347 378 725 17,3 (6,9)

290 472 762 123,8 78,3

32 32 64 28,1 3,1

1 – 1 (100,0) (100,0)

26 53 79 57,7 23,1

1 610 1 862 3 472 45,7 15,7

66 253 319 – –

1 676 2 115 3 791 47,9 17,5

2 824 2 916 5 740 13,5 (4,6)

985 954 1 939 (2,2) (17,9)

1 719 2 406 4 125 96,6 65,3

795 727 1 522 (14,6) (28,3)

– – – 100,0 100,0

112 222 334 (78,6) (81,3)

6 435 7 225 13 660 29,4 8,7

271 16 287 – –

6 706 7 241 13 947 24,1 4,3

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112

MTN Group Limited

Results for the six months ended 30 June 2016

MTN Group Limited

Cost

(Rm)

Country 1H16

South and East Africa 17 943

South Africa 13 862

Uganda 1 962

Rwanda 562

Zambia 952

South Sudan 506

Business Group 99

West and Central Africa 25 773

Nigeria 14 520

Ghana 3 161

Cameroon 1 984

Ivory Coast 2 402

Bissau 176

Conakry 604

Congo B 973

Liberia 401

Benin 1 552

Middle East and North Africa 5 043

Syria 763

Sudan 1 516

Yemen 1 230

Afghanistan 934

Cyprus 600

Joint ventures

Iran 5 185

Botswana 231

Swaziland 80

Equity accounting exclusion (5 496)

Head office companies and eliminations 846

Total 49 605

Regulatory fine 10 499

Hyperinflation 147

Total reported 60 251

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113

MTN Group Limited

1H15 2H15 YTD15

Reported

%

Organic

%

15 901 18 615 34 516 12,8 37,2

12 158 14 510 26 668 14,0 14,0

1 625 1 748 3 373 20,7 6,8

480 561 1 041 17,1 0,4

989 963 1 952 (3,7) 13,7

558 755 1 313 (9,3) 711,1

91 78 169 8,8 (4,4)

18 993 24 334 43 327 35,7 9,1

10 517 13 921 24 438 38,1 11,3

2 109 2 597 4 706 49,9 20,6

1 706 1 999 3 705 16,3 (9,1)

1 955 2 274 4 229 22,9 (3,1)

125 143 268 40,8 11,2

481 601 1 082 25,6 19,8

782 982 1 764 24,4 (2,7)

362 420 782 10,8 (13,8)

956 1 397 2 353 62,3 28,3

4 518 4 924 9 442 11,6 1,9

1 114 1 031 2 145 (31,5) (5,7)

1 071 1 185 2 256 41,5 12,0

887 1 160 2 047 38,7 16,3

961 950 1 911 (2,8) (11,1)

485 598 1 083 23,7 (3,3)

3 853 4 142 7 995 34,6 13,1

206 185 391 12,1 (1,5)

76 86 162 5,3 5,3

(4 135) (4 413) (8 548) – –

(476) (374) (850) – –

38 936 47 499 86 435 27,4 22,8

– 9 287 9 287 – –

45 434 479 – –

38 981 57 220 96 201 54,6 44,6

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114

MTN Group Limited

Results for the six months ended 30 June 2016

MTN Group Limited

Cost breakdown

(Rm)

Country 1H16

South Africa

Handsets 4 796

Interconnect 1 415

Roaming 177

Commissions 815

Government and regulatory costs 110

VAS/Digital revenue share 234

Service provider discount 984

Network 2 018

Marketing 344

Staff costs 1 192

Other OPEX 1 777

Cost 13 862

Uganda

Handsets 114

Interconnect 197

Roaming 22

Commissions 457

Government and regulatory costs 92

VAS/Digital revenue share –

Service provider discount –

Network 565

Marketing 86

Staff costs 162

Other OPEX 267

Cost 1 962

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115

MTN Group Limited

1H15 2H15 YTD15

Reported

%

Organic

%

3 293 4 932 8 225 45,6 45,6

1 543 1 543 3 086 (8,3) (8,3)

147 138 285 20,4 20,4

1 175 1 122 2 297 (30,6) (30,6)

104 117 221 5,8 5,8

139 181 320 68,3 68,3

876 975 1 851 12,3 12,3

1 891 1 779 3 670 6,7 6,7

408 427 835 (15,7) (15,7)

1 005 943 1 948 18,6 18,6

1 577 2 353 3 930 12,7 12,7

12 158 14 510 26 668 14,0 14,0

88 143 231 29,5 15,9

175 179 354 12,6 (0,2)

26 16 42 (15,4) (23,1)

404 432 836 13,1 0,2

89 54 143 3,4 (9,0)

– – – – –

– – – – –

368 433 801 53,5 35,6

45 87 132 91,1 66,7

176 146 322 (8,0) (18,8)

254 258 512 5,1 (7,1)

1 625 1 748 3 373 20,7 6,8

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116

MTN Group Limited

Results for the six months ended 30 June 2016

MTN Group Limited

Cost breakdown (continued)

(Rm)

Country 1H16

Nigeria

Handsets 272

Interconnect 2 659

Roaming 82

Commissions 1 507

Government and regulatory costs 682

VAS/Digital revenue share 1 119

Service provider discount –

Network 5 288

Marketing 685

Staff costs 832

Other OPEX 1 394

Cost 14 520

Ghana

Handsets 140

Interconnect 535

Roaming 40

Commissions 346

Government and regulatory costs 114

VAS/Digital revenue share 448

Service provider discount –

Network 1 000

Marketing 87

Staff costs 246

Other OPEX 205

Cost 3 161

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117

MTN Group Limited

1H15 2H15 YTD15

Reported

%

Organic

%

400 361 761 (32,0) (45,3)

1 852 2 027 3 879 43,6 16,6

23 66 89 256,5 208,7

1 570 1 625 3 195 (4,0) (22,3)

848 831 1 679 (19,6) (38,2)

623 979 1 602 79,6 44,9

– – – – –

2 628 4 439 7 067 101,2 63,9

487 757 1 244 40,7 13,8

792 966 1 758 5,1 (15,0)

1 294 1 870 3 164 7,7 (16,6)

10 517 13 921 24 438 38,1 11,3

60 111 171 133,3 86,7

402 471 873 33,1 7,2

42 13 55 (4,8) (23,8)

220 240 460 57,3 26,4

85 93 178 34,1 8,2

235 302 537 90,6 53,2

– – – – –

643 819 1 462 55,5 25,5

53 137 190 64,2 30,2

158 235 393 55,7 25,3

211 176 387 (2,8) (21,8)

2 109 2 597 4 706 49,9 20,6

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118

MTN Group Limited

Results for the six months ended 30 June 2016

MTN Group Limited

Cost breakdown (continued)

(Rm)

Country 1H16

Cameroon

Handsets 104

Interconnect 215

Roaming 13

Commissions 229

Government and regulatory costs 167

VAS/Digital revenue share 42

Service provider discount –

Network 597

Marketing 112

Staff costs 245

Other OPEX 260

Cost 1 984

Ivory Coast

Handsets 85

Interconnect 487

Roaming 13

Commissions 292

Government and regulatory costs 348

VAS/Digital revenue share 75

Service provider discount –

Network 440

Marketing 95

Staff costs 249

Other OPEX 318

Cost 2 402

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119

MTN Group Limited

1H15 2H15 YTD15

Reported

%

Organic

%

69 92 161 50,7 17,4

211 247 458 1,9 (20,4)

39 4 43 (66,7) (71,8)

213 212 425 7,5 (16,0)

168 205 373 (0,6) (22,6)

– 78 78 100,0 100,0

– 5 5 – –

518 502 1 020 15,3 (9,8)

44 93 137 154,5 97,7

195 265 460 25,6 (1,5)

249 296 545 4,4 (18,9)

1 706 1 999 3 705 16,3 (9,1)

51 63 114 66,7 31,4

421 419 840 15,7 (8,6)

13 15 28 – (23,1)

264 334 598 10,6 (12,9)

309 257 566 12,6 (11,0)

5 82 87 NM NM

– – – – –

332 391 723 32,5 4,5

104 80 184 (8,7) (27,9)

216 264 480 15,3 (9,3)

240 369 609 32,5 4,6

1 955 2 274 4 229 22,9 (3,1)

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120

MTN Group Limited

Results for the six months ended 30 June 2016

MTN Group Limited

Cost breakdown (continued)

(Rm)

Country 1H16

Iran (49%)

Handsets 99

Interconnect 718

Roaming 41

Commissions 20

Government and regulatory costs 2 346

VAS/Digital revenue share 213

Service provider discount 240

Network 1 063

Marketing 170

Staff costs 138

Other OPEX 137

Cost 5 185

Hyperinflation 286

Cost including hyperinflation 5 471

Syria

Handsets 3

Interconnect 29

Roaming 14

Commissions 20

Government and regulatory costs 326

VAS/Digital revenue share 5

Service provider discount –

Network 175

Marketing 10

Staff costs 51

Other OPEX 130

Cost 763

Hyperinflation 62

Cost including hyperinflation 825

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121

MTN Group Limited

1H15 2H15 YTD15

Reported

%

Organic

%

56 76 132 76,8 50,0

717 698 1 415 0,1 (15,9)

14 29 43 192,9 157,1

25 15 40 (20,0) (32,0)

1 828 1 984 3 812 28,3 7,8

136 187 323 56,6 31,6

172 196 368 39,5 16,9

614 677 1 291 73,1 45,6

88 135 223 93,2 62,5

89 140 229 55,1 31,5

114 5 119 20,2 –

3 853 4 142 7 995 34,6 13,1

131 371 502 – –

3 984 4 513 8 497 37,3 15,6

5 5 10 (40,0) (20,0)

50 40 90 (42,0) (20,0)

13 1 14 7,7 46,2

25 25 50 (20,0) 8,0

639 617 1 256 (49,0) (29,9)

2 2 4 150,0 300,0

– – – – –

176 157 333 (0,6) 37,5

4 10 14 150,0 250,0

71 62 133 (28,2) (2,8)

129 112 241 0,8 37,2

1 114 1 031 2 145 (31,5) (5,7)

2 283 285 – –

1 116 1 314 2 430 (26,1) 0,7

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122

MTN Group Limited

Results for the six months ended 30 June 2016

MTN Group Limited

Cost breakdown (continued)

(Rm)

Country 1H16

Sudan

Handsets 93

Interconnect 253

Roaming 6

Commissions 171

Government and regulatory costs 113

VAS/Digital revenue share 36

Service provider discount –

Network 470

Marketing 80

Staff costs 110

Other OPEX 184

Cost 1 516

Hyperinflation 85

Cost including hyperinflation 1 601

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123

MTN Group Limited

1H15 2H15 YTD15

Reported

%

Organic

%

55 57 112 69,1 34,5

191 210 401 32,5 4,7

5 7 12 20,0 –

125 152 277 36,8 8,8

96 30 126 17,7 (6,3)

– 63 63 100,0 100,0

– – – – –

335 365 700 40,3 11,0

59 91 150 35,6 6,8

76 101 177 44,7 14,5

129 109 238 42,6 11,6

1 071 1 185 2 256 41,5 12,0

43 151 194 – –

1 114 1 336 2 450 43,7 13,9

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124

MTN Group Limited

Results for the six months ended 30 June 2016

MTN Group Limited

EBITDA excluding tower profits, hyperinflation and regulatory fine

(Rm)

Country 1H16

South and East Africa 7 213

South Africa 5 979

Uganda 842

Rwanda 213

Zambia 456

South Sudan (296)

Business Group 19

West and Central Africa 20 574

Nigeria 14 421

Ghana 2 004

Cameroon 1 218

Ivory Coast 1 349

Bissau 70

Conakry (77)

Congo B 842

Liberia 123

Benin 624

Middle East and North Africa 2 359

Syria 305

Sudan 829

Yemen 675

Afghanistan 270

Cyprus 280

Joint ventures

Iran 3 139

Botswana 287

Swaziland 94

Equity accounting exclusion (3 520)

Head office companies and eliminations (873)

Total 29 273

Regulatory fine (10 499)

Hyperinflation 90

Tower profit 18

Total including tower profit, hyperinflation and regulatory fine 18 882

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125

MTN Group Limited

1H15 2H15 YTD15

Reported

%

Organic

%

8 555 8 348 16 903 (15,7) (47,3)

6 724 6 646 13 370 (11,1) (11,1)

915 860 1 775 (8,0) (18,6)

232 226 458 (8,2) (22,0)

643 536 1 179 (29,1) (16,8)

33 43 76 NM NM

8 37 45 137,5 125,0

19 303 18 813 38 116 6,6 (14,0)

14 132 13 372 27 504 2,0 (16,9)

1 387 1 810 3 197 44,5 16,3

1 036 1 065 2 101 17,6 (8,0)

1 126 1 069 2 195 19,8 (5,2)

72 57 129 (2,8) (23,6)

138 (17) 121 (155,8) (155,1)

611 746 1 357 37,8 7,9

149 83 232 (17,4) (36,2)

652 628 1 280 (4,3) (24,4)

2 051 2 273 4 324 15,0 1,9

215 245 460 41,9 94,9

539 677 1 216 53,8 23,0

746 578 1 324 (9,5) (27,3)

379 534 913 (28,8) (34,8)

172 239 411 62,8 27,3

2 582 3 083 5 665 21,6 2,1

251 303 554 14,3 0,9

89 93 182 5,6 5,2

(2 922) (3 479) (6 401) – –

365 210 575 – –

30 274 29 644 59 918 (3,3) (25,9)

– (9 287) (9 287) – –

49 182 231 – –

352 7 911 8 263 – –

30 675 28 450 59 125 (38,4) (59,0)

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126

MTN Group Limited

Results for the six months ended 30 June 2016

MTN Group Limited

Operational information

Share-

holding (%)

Licence

period

(years)

Popula-

tion

(m)

Mobile

pene-

tration (%)

Market

position/

No of

operators

Market

share (%)

SEA

South Africa 100 20 55,7 162 2/4 32,3

Uganda 96 20 40,5 46 1/8 52,7

Rwanda 80 15 11,5 67 1/3 51,8

Zambia 86 15 15,5 69 1/3 50,3

South Sudan 100 20 11,0 25 2/4 36,0

Botswana (joint venture) 53 15 2,2 153 1/3 54,7

Swaziland (joint venture) 30 10 1,1 81 1/1 100,0

WECA

Nigeria 79 15 174,3 72 1/4 46,2

Ghana 97,7 15 27,8 117 1/9 53,8

Cameroon 70 15 23,6 71 1/3 57,4

Ivory Coast 59 20 23,9 105 1/3 32,8

Benin 75 20 11,1 71 1/5 50,4

Conakry 75 18 11,0 102 2/4 24,5

Congo B 100 15 4,7 88 1/3 54,7

Liberia 60 15 4,1 50 1/4 70,7

Bissau 100 10 1,8 66 1/3 58,6

MENA

Iran (joint venture) 49 15 80,6 126 2/6 46,4

Syria 75 20 17,0 84 2/2 40,9

Sudan 85 20 37,6 69 2/3 33,8

Yemen 83 15 27,1 46 1/4 42,8

Afghanistan 100 15 33,2 52 1/5 37,8

Cyprus 100 20 0,8 109 2/4 38,9

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127

MTN Group Limited

Outgoing

MOU

(minutes)

Tele-

metry

(m)

Data

users

(m)

Smart-

phones

(m) MB/user 2G sites

Co-

located

3G sites LTE sites

102 2 317 17 571 9 281 413 265 369 284

79 – 3 541 1 081 141 0 195 100

70 – 1 510 501 243 8 16 0

64 – 2 633 1 019 213 0 66 99

43 – 294 302 77 0 0 0

85 – n/a n/a n/a n/a n/a n/a

51 – 519 310 76 13 13 0

95 – 30 259 16 032 117 138 428 507

139 – 9 369 3 626 195 48 110 435

73 – 3 176 2 578 221 27 189 64

62 – 1 235 1 799 304 47 151 343

52 – 1 348 1 060 421 15 15 5

38 – 1 097 552 120 18 60 0

79 – 699 699 341 4 2 0

116 – 450 313 107 11 0 0

37 – 330 190 34 3 3 0

73 – 24 732 25 837 932 207 1 783 851

56 – 2 215 3 153 164 35 92 3

135 – 4 352 2 733 299 18 44 0

88 – 833 914 106 12 0 0

54 – 752 1 887 354 0 120 0

233 – 190 237 2 593 4 4 0

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128

MTN Group Limited

Results for the six months ended 30 June 2016

MTN Group Limited

NET SUBSCRIBER ADDITIONS

Country

Guidance provided

March 2016

Updatedguidance

Actual

SEA 3 515 1 850

South Africa 1 100 1 100

Uganda 1 800 950

Other 615 (200)

WECA 6 825 4 725

Nigeria 3 500 800

Ghana 1 100 1 800

Cameroon 1 000 1 000

Ivory Coast 400 475

Other 825 650

MENA 1 610 1 500

Iran 1 100 1 500

Syria – (100)

Sudan 350 400

Other 160 (300)

Total 11 950 8 075

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BASTION GRAPHICS

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