Changes to the Board of MTN Group

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


Evolution of the Board of MTN Group

In recent years MTN Group has experienced challenging regulatory
environments and highly competitive trading conditions. The MTN Group
board of directors (the Board) has also managed the transition of
senior management during this period. The Board is of the view that
MTN Group has entered a more stable and settled phase, enabling it to
now affect an evolution of the Board.

Accordingly, in compliance with JSE Limited Listings Requirement 3.59,
MTN Group wishes to announce the following changes to the Board over
the next 12 months:

  1. The Chairman of MTN Group, Phuthuma Nhleko, who was anticipated
     to step down from his position at the Annual General Meeting to
     be held on 23 May 2019, will step down from the Board on 15
     December 2019 after overseeing an orderly transition of the Board
     including the establishment of the International Advisory Board.

  2. Mcebisi Jonas has been appointed Chairman-designate and will
     assume the position of Chairman of MTN Group effective on 15
     December 2019.

  3. Dr. Khotso Mokhele will assume the responsibilities of Lead
     Independent Director with effect from 15 December 2019.

  4. Further, Alan Harper, Jeff Van Rooyen and Koosum Kaylan will
     step down from the Board on 15 December 2019 after an orderly
     transition and handover to incoming directors.

  5. Peter Mageza and Dawn Marole will step down from the Board
     effective on 30 April 2020.

Further to the above, we are pleased to welcome onto the Board Lamido
Sanusi and Vincent Rague with effect from 1 July 2019.

  1. Lamido Sanusi is a Nigerian national, the Emir of Kano and a
     former Governor of the Central Bank of Nigeria.
    2. Vincent Rague is a Kenyan national who worked for the
       International Finance Corporation for 24 years in a number of
       senior positions.

We are confident that the incoming directors will bring a wealth of
experience, diversity of skills and geographical regional experience
to the Board.

Establishment of an International Advisory Board

The Board has resolved to establish an international advisory board
(IAB) of prominent persons of considerable and wide-ranging
experience. The primary purpose of the IAB will be to counsel, guide
and support the MTN Group from time to time in fulfilling its vision
and objective of being one of the premier African corporations with a
global footprint in telecommunications, contributing to increased
digital inclusion in Africa and the Middle East, a pivotal aspect of
the fourth industrial revolution.

Whilst the IAB will be non-statutory in nature and not have any
fiduciary responsibility, it will make an important contribution and
play a highly valued role in ensuring that the Board is guided and
assisted in achieving the companys vision in a technically complex
world with uncertain and shifting geopolitical interests. The IAB will
commence on 1 July 2019.

The IAB will be chaired by His Excellency former President of the
Republic of South Africa, President Mbeki and be constituted of the
following persons:

-   His Excellency President, John Kufuor, former President of Ghana

-   Dr. Aisha Abdullahi,    former   African   Union   Commissioner   for
    Political Affairs

-   Dr.   Mohammed  ElBaradei,   former   Director     General   of   the
    International Atomic Energy Agency

-   Dr. Momar Nguer, President of Marketing & Services Total S.A.

-   Phuthuma Nhleko, Chairman of MTN Group

MTN Group Chairman, Phuthuma Nhleko commented MTN Group highly
appreciates and thanks the Group directors who will be stepping down
after many years of valued service to the Group. We are confident that
the incoming directors of the Board will bring a depth of skills and
regional insights that will continue to enrich the experience of the
We are most privileged and honoured to have His Excellency former
President of the Republic of South Africa, Thabo Mbeki, agree to Chair
the IAB and are grateful to all the distinguished persons of the IAB
who have agreed to give of their valuable time to contribute to the
development of telecommunications and connectivity in Africa and the
Middle East.

3 May 2019

Lead Sponsor
JP Morgan Proprietary Limited

Joint Sponsor
Tamela Holdings Proprietary Limited

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