MTN Group results for the year ended 31 December 2012 reflect solid progress in growing subscribers, revenue and EBITDA

Highlights* Group subscribers increased 15.1% to 189.3 million* Revenue increased 10.9% to R135 112 million* Data revenues increased *58.5% to R14 574 million* EBITDA increased 7.0% to R58 564 million* EBITDA margin stable at ***42.9%* Capex of R30 101 million positions the Group for continued growth* HEPS increased to 1 089.1 cents (+1.9%)* Foreign exchange losses (Iran, Syria and Sudan) negatively impacted HEPS by 178.5cps* Final dividend per share of 503cps* Revised dividend policy to absolute growth

* We have broadened our definition of data, which results in 'Other' revenues from 2011 now included in the data category. (Using the prior period classification, Group data revenue growth would have been 80.0%).* Constant currency results have been determined by translating the local currency denominated results at the exchange rates for the comparable period in the prior year.* Excluding the impact of tower transactions

The presentation of the proforma constant currency information as disclosed in this announcement is the responsibility of the directors of MTN Group. The purpose of presenting this information is to assist the user in understanding organic growth. It has been prepared for illustrative purposes only and may not fairly present the financial position or changes in equity; results of information have been reviewed and reported on by the inspection at the company's registered office.

Overview

We are pleased to announce MTN's results for the year ended 31 December 2012, which, notwithstanding significant challenges, reflect solid progress in growing subscribers, revenue and EBITDA. The year was characterised by the continued global economic slowdown, increasingly competitive mobile markets, as well as regulatory and political challenges. The new MTN Group structure, put in place in early 2012, which sees the business split into key pillars, namely South Africa, Nigeria and the 'Large and Small Opco Cluster', has enabled more focused management and better execution of strategies across the various business units.

Over the past year, subscribers increased 15.1% to 189.3 million, a strong result in the face of the ongoing subscriber registration requirements and network challenges in key markets. The low levels of mobile penetration across our markets should support continued strong subscriber growth.

Revenue for the year increased 10.9% (**8.5%), with the majority of our operations delivering strong organic growth. Organic revenue growth for all operations excluding Nigeria increased **12.3%. Despite a challenging period for Nigeria (revenue **-0.8%) following significant tariff declines amid heightened competition, the last quarter of 2012 has delivered consistent month-on-month growth, highlighting the strong underlying demand that we expect to continue in 2013.

Group EBITDA increased 8.2% to ***R57 978 million with an EBITDA margin of ***42.9%. Encouragingly, we saw margin improvement across the majority of our Large Opco Cluster with organic growth in EBITDA of **20.7%.

Nigeria negatively impacted the Group's overall margin performance but has enjoyed an improvement in the fourth quarter, which we expect to continue during 2013.

We delivered on our commitment to shareholders and customers to accelerate our network rollout, with 7 168 (3 685 2G and 3 483 3G) sites delivered during the year, a significant improvement on the 4 126 sites completed in 2011. In an effort to accelerate our 2013 capex investment programme, the reported capex for 2012 includes some equipment delivered for part of the 2013 rollout. We believe this will be a key factor in securing our continued growth over the medium term.

Prospects

After a challenging 2012, the Group is well positioned for 2013. We expect to deliver continued organic growth in both revenue and EBITDA and anticipate reaching the milestone of 200 million subscribers by mid-year. The recovery in the performance of our key Nigerian operation is expected to continue throughout 2013. This, together with a lower tax rate and the benefits of the substantial network investment made in 2012 across all operations, which is to be continued in 2013, is likely to support growth in reported earnings in 2013. We continue to explore value-accretive M&A activities.

Any forward-looking information contained in this announcement has not been reviewed or reported on by the company's external auditors.

Dividend policy

The Group has reviewed the current dividend policy, which has been based on a payout ratio. In light of the ongoing exchange rate volatility and the impact of this on reported earnings, MTN has taken the decision to move to a dividend policy of absolute growth for the coming three-year period through to the end of 2015. While we aim to grow dividends in a range of 5% to 15%, these payments remain at the full discretion of the board of directors of MTN ("the MTN Board") and will be considered by taking account of the growth needs of the business and the associated free cash generation. For the 2012 financial year, our final dividend of 503cps implies growth in the full year dividend for 2012 of 10%.

Chairman

Shareholders are advised that Cyril Ramaphosa, a non-executive director and Chairman of MTN, will be retiring at the forthcoming Annual General Meeting of shareholders, on 28 May 2013.

Ramaphosa was appointed to the MTN Board on 1 October 2001 and has been serving as Chairman of the MTN Board since 2002. He is also Chairman of the Nominations Committee, as well as a member of the Remuneration and Human Resources Committee.

Following a review of his business-related commitments, which include directorship of MTN, Ramaphosa has now informed MTN that he wishes to relinquish his position as non-executive director and Chairman of MTN and will therefore not avail himself for re-election at the Annual General Meeting.

Alan van Biljon, Lead Independent Director, will, in consultation with the Nominations Committee, undertake the process of identifying a suitable successor to Ramaphosa.

The MTN Board thanked Ramaphosa for his selfless and visionary leadership, as well as for his immeasurable contribution that has made MTN into one of Africa's biggest success stories.

Hoffmann Commission

As previously communicated, the Hoffman Commission reported its findings and recommendations to the MTN Board on 1 February 2013. In reaching these findings, following a critical examination of the evidence, the Hoffmann Commission found that Turkcell's allegations are "a fabric of lies, distortions and inventions". The full report of the Hoffman Commission was released by the MTN Board, and is available in the investors' section of the company's Web site at www.mtn.com.

MTN continues to vigorously defend the US proceedings, and expects that the US Court will decide its motion to dismiss such proceedings in the second half of 2013.

Sanctions

MTN continues to work closely with all the relevant authorities to manage US and EU sanctions against Iran and Syria. MTN continues to retain international legal advisors to assist the Group in remaining compliant with all applicable sanctions.

Driving sustainable growth

We will continue to refine our traditional product offering as well as actively develop new opportunities to ensure the delivery of a bold new Digital World to our customers.

Voice

Over the past year, billed traffic volumes increased 24.6% while voice revenue grew **4.0% on a constant currency basis as tariffs continued to decline. Voice revenues now account for 63.0% of total revenue, down from 65.2% in the prior year due to the relative growth of other revenue streams. With Group weighted mobile penetration just over 70%, and people penetration below 60%, we still expect to see continued growth in voice revenue over the medium term. In addition, the Group will also benefit from the expected improvements in voice revenue growth in Nigeria in 2013.

Data and related services

Growth in our data and related services revenue remains a key focus for the Group, with this expected to be an important revenue driver as the rate of increase in voice penetration slows and competition intensifies.

In 2012, data was a strong performer, with data revenues *58.5% (80.0%) higher and data traffic on MTN's network 65.9% higher at 30 521 TB. While South Africa remains the main driver of data revenue, contributing 43.9% of the total, the *111.6% (247.8%) local currency (LC) growth in Nigeria highlights the growing contribution from data across operations. MTN Mobile Money has also started to gain traction and we expect to see a much improved contribution in 2013.

ICT evolution

Towards the end of 2012, we concluded the integration of the South African MTN Business function into MTN South Africa. This will allow for a more holistic solution offering to our clients, designed to improve efficiencies and deliver consistent quality. We continue to focus on integrating our broader ICT business across all markets and our ongoing infrastructure investment will allow us to leverage our key products and services across the MTN footprint.

Financial review

Revenue

Group revenues increased 10.9% to R135 112 million, supported by solid organic growth in South Africa (+7.1%), and although Nigeria had a difficult year **(-0.8%), a number of operations continue to outperform with strong** organic revenue growth: Iran (+26.1%), Ghana (+21.3%), Uganda (+16.2%), Sudan (+28.3%) and Ivory Coast (+17.0%). Group data revenue increased *58.5% and was an important driver of total revenue growth. The weakness in the average rand exchange rate during the year also supported the improvement in reported revenue.

EBITDA

Group EBITDA increased 7.0% to R58 564 million, which includes R586.6 million related to the profit on tower deals. EBITDA excluding the profit on tower sales was R57 978 million, with an EBITDA margin of 42.9%. The growth in EBITDA was supported by solid organic growth in South Africa (+6.5%) and particularly strong results from Iran, Ghana, Uganda, Sudan and Ivory Coast, where **organic EBITDA growth was 30.8%, 22.6%, 22.4%, 58.5% and 13.2%, respectively. After a challenging year, Nigeria reported a decline in EBITDA of 6.2%. A number of once-off costs resulted in an approximate R1.0 billion reduction in head office EBITDA. The key components of this cost relate to the Turkcell lawsuit and the Hoffmann Commission; Iran tax-related charges and forex costs; and costs related to the new shared services initiative. The combined impact of these on the EBITDA margin was approximately 0.7%.

Depreciation and amortisation

Group depreciation increased by 11.8% to R14 860 million and amortisation increased by 10.3% to R2 386 million, mainly due to the increased investment in property, plant and equipment in South Africa and Nigeria.

Net finance costs

Net finance costs were R4 157 million, an increase of R2 575 million on the previous year, due to the effects of net forex and functional currency losses. The weakness in the Syrian pound, which declined 60% over the year, resulted in a loss of R1 507 million related to the dividend payable, while the dividend due from Iran resulted in a loss of R1 191 million with a further R243 million related to the revaluation of Iran tax balances following the decline in the Iranian rial in the last quarter. Iran incurred additional forex losses of R567 million, while vendor financing and current accounts in Sudan resulted in a forex loss of R373 million.

Taxation

The Group's taxation charge decreased by 6.8% to R12 913 million and the effective tax rate decreased 1.9 percentage points to 34.9%. The lower tax charge and effective tax rate was mainly due to a deferred tax credit movement and the discontinuance of STC in South Africa during the year.

Earnings

Attributable earnings per share (EPS) increased 0.6% to 1 126.4 cents. Headline earnings per share (HEPS) increased 1.9% to 1 089.1 cents from 1 068.6 cents. The depreciation of the Syrian pound, Iranian rial and Sudanese pound impacted reported HEPS by 82.0 cents, 79.3 cents and 17.2 cents, respectively.

Cash flow

Cash inflows from operating activities remained flat principally due to the 27.3% increase in dividends paid to equity holders and 51.9% increase in taxation paid offsetting the 15% increase in cash generated by operations. Expenditure on property, plant and equipment (excluding software) of approximately R22 billion was 52.9% higher, which contributed significantly to the cash outflow in investing activities. Cash outflows on financing activities were mainly attributable to MTN Holdings purchasing 16 million shares in the MTN Group on the open market for R2.1 billion.

Capital expenditure

Capex increased by 69.9% to R30 101 million as we focused on capital investment across the Group. The pre-ordering of capex equipment for the 2013 rollout resulted in a R2.0 billion year-on-year increase in inventory and 'work in progress'. The weakening in the rand increased capex by **R1 379 million. If there had been no change in currency rates during the year, capex would have been **R28 722 million.

Assets and liabilities

Assets and liabilities were negatively impacted by the depreciation in the Iranian rial, Syrian pound and Sudanese pound. Property, plant and equipment increased 8.2% due to the higher capital expenditure in the second half of 2012. Current assets decreased 8.3% mainly because of decreases in cash balances. Interest-bearing liabilities have remained substantially in line with the previous year.

Cash balance

Net cash decreased by 53.0% to R5 519 million from R11 817 million, largely a result of increased dividend payments, capital expenditure and share buy-backs. At year-end, the MTN Group reported net cash of approximately R7 034 million in Iran and Syria.

Operational review

South Africa

* EBITDA (excluding MTN Business) margin was stable at 35.2%* Data revenue 37.6% higher* Subscriber market share increased to 37.7%

MTN South Africa recorded an impressive operational performance considering the step-up in competitive activity in the market. The total subscriber base grew by 15.4% to 25.4 million, driven primarily by 15% growth in the prepaid segment to 20.9 million. This was largely due to competitive offerings and, in particular, the MTN Mahala and MTN Zone offerings, as well as data services. The post-paid subscriber base increased by 17.3% to 4.5 million. This growth in post-paid continues to be driven by competitive data offerings and the success of hybrid and telemetry packages. Net connections for the year totalled 3.4 million compared to 3.2 million in 2011, and had the effect of increasing market share to 37.7%.

Total revenue grew by 7.1% to R41.4 billion from R38.6 billion in the prior year. This was primarily driven by solid growth in data (excluding SMS) and airtime revenue, supported by subscriber growth. Data revenue increased by 37.6% to R6.4 billion and contributed 15.5% to total revenue (excluding SMS). Data revenue was boosted by the increase in data users to 13.4 million from 10.9 million, and 5.5 million smartphones on the network.

Airtime revenue grew by 4.8% to R21.1 billion largely due to subscriber growth. During the year, MTN South Africa sold 6.7 million prepaid phones and 1.3 million post-paid phones. Blended ARPU declined by 9% to R122 from R134 in December 2011. EBITDA increased by 6.5% to R14.5 billion. The reported EBITDA margin declined by 0.2 percentage points, primarily due to the 7.5% increase in operating costs. Operating costs were impacted by the 16.1% increase in handsets and other accessory costs as a result of greater spend on high-end handsets. This was partly mitigated by promotions increasing on-network traffic to 67.1% compared to 61.9% in the prior year. This result was impacted by the inclusion of Business Solutions for two months.

Capex for the period amounted to R6 416 million. MTN continued to modernise its network and focus on 3G coverage and capacity. Fibre rollout remains a priority to support the higher network volumes. The qualification criteria for long-term evolution (LTE) spectrum is still being finalised by the Minister of Communications, who has embarked on a process to address the high-demand frequency bands in South Africa.

Nigeria

* Full-year EBITDA margin of 58.3%* Consistent month-on-month revenue growth from October 2012* Acceleration of network build-out to support revenue growth

MTN Nigeria experienced a challenging first half of 2012 mainly due to aggressive price competition driven by bonuses on recharge, freebies and other promotional activities. Following significant capital expenditure, the network quality improved during the second half of 2012. Together with new value propositions, this enabled MTN Nigeria to regain some market share. The total subscriber base increased by 13.9% to 47.4 million and market share was down 2.5% to 47.5% for the year.

Total revenue in local currency (naira) in 2012 was flat compared to the prior year, notwithstanding the increase in subscribers. Reported revenue in rands was positively impacted by the relatively weak rand rate against the naira, with the average naira/rand exchange rate 10.66% stronger over the year. Revenue in rand grew by 10.9% to R38.7 billion compared to R34.8 billion in 2011.

The EBITDA margin declined by 3.4 percentage points to 58.3%, mainly because of flat revenue and higher operating costs. The operating environment was characterised by the decline in the effective tariff, the increase in promotional free minutes, and an increase in interconnect costs, driven by an increase in off-network traffic.

Data revenue (excluding SMS) increased by *111.6% (247.8%) in naira supported by the availability of affordable data-enabled devices (both GPRS and 3G). During the year, a total of 3.8 million smartphones and 201k dongles were active on the network. This was achieved through partnerships with independent device resellers, free SIM cards, and data bundle offers, as well as the refitting of service centres to make them device-oriented.

MTN Nigeria also saw strong growth in BlackBerry subscriber revenues.

During 2012, capital expenditure of R13 733 million was capitalised. MTN Nigeria rolled out 1 414 2G sites and 1 175 3G colocated sites and successfully implemented a large network swap and modernisation programme.

The regulator imposed fines during the year on the four GSM operators for poor quality of service. These fines were subsequently paid and more realistic key performance indicators were negotiated with the regulator. There remains no clarity on the deadline for SIM registration, although the regulator is continuing with the harmonisation process to institute a central database for registration. The percentage of subscribers whose personal details have been registered by MTN by year-end was 84%.

Other key operations

* Organic revenue growth of **16.6%* EBITDA margin excluding tower profits increased to 36.9% from 34.9%* Exceptional growth in data

Iran reported a good result in a challenging environment. Total revenue grew by 26.2% (LC), driven primarily by airtime and subscription revenues, which grew by 24.1%, while SMS revenue increased by 30.4% (LC). Reported revenue in rands was negatively impacted by the relative depreciation of the rial against the rand in the fourth quarter. Data revenue (excluding SMS) increased by *103.6% (267.2%), driven mainly by increased GPRS utilisation as network quality improved, as well as by lower data prices. MTN Irancell recorded an increase in EBITDA margin as a result of efficiencies and effective cost controls, which largely offset the effect of the high inflationary environment. The rollout of some projects has been slower than anticipated because of delayed equipment delivery and the impact of sanctions on the importation of certain equipment.

Ghana continues to do well despite heightened competition. Ghana now has six operators following the launch of a new competitor in the second quarter of the year. This congested marketplace, together with aggressive offerings from two of the incumbent operators, resulted in a decline of 1.9 percentage points in subscriber market share to 50.5%. Despite this, revenues increased 21.5% (LC) and EBITDA rose by 23.0% (LC) excluding the profit on sale related to the tower transaction. Data (excluding SMS) revenue increased by 95.0% (LC) thanks to data-related promotions supported by affordable handsets, lower data prices and appealing bundle packages. Significant growth in airtime sales via MTN Mobile Money supported a reduction in dealer commission costs. MTN Ghana's EBITDA margin reduced slightly due to rent and utilities costs from the leasing of towers.

Cameroon is well placed for growth in 2013 and reported a solid set of results in 2012 despite being impacted by a number of once-off adjustments. The business is well positioned to deliver a strong performance in 2013 despite the sluggish economic outlook. The company achieved the best level of network build-out to date and this has enabled continued improvement in network quality metrics. Data revenues increased 25.4% (LC) with handset data revenues the key driver of this, while ICT revenue was stable. With improvements in ICT revenue and the MTN Mobile Money business, we expect another strong performance in data in 2013.

Uganda delivered strong results in a competitive market with local currency EBITDA up 22.0% excluding the profit on the sale of towers. Data revenue increased *86.4% (855.0%) (LC) supported by a strong performance in MTN Mobile Money. With 78% of our subscriber base registered and more than two million transactions each month, MTN Mobile Money now contributes meaningfully to Uganda's revenue. We concluded the tower transaction with ATC during 2012, which saw the business sell 962 towers to ATC. This transaction will have a negative impact on reported margins in 2013 given the higher associated lease costs.

Ivory Coast countered increased competition given the aggressive pricing from the other operators. Reported subscriber numbers were negatively impacted by approximately 400 000 disconnections as a result of the conclusion of the subscriber registration period. Despite this, the business delivered a good operational result with EBITDA up 15% (LC). The business reported a substantial increase in handset data revenues with ICT revenues and MTN Mobile Money up strongly.

Syria maintained operations in a challenging environment. During the year, revenue growth was limited to 2.9% with this primarily driven by data revenue (excluding SMS) which increased by 47.3% (LC). Most of the revenue growth occurred in the first seven months of the year. As the crisis in that country deepened, economic activity in a number of towns and commercial centres was disrupted, with coverage, and subsequently revenue, affected. Reported EBITDA declined by 26.8% largely as a result of the depreciation of the currency. Revenue and EBITDA are expected to remain under pressure in the months ahead in the absence of a resolution of the crisis.

Sudan reported an encouraging turnaround as the improvements evidenced in 2011 continued. The business reported revenue growth of 28% (LC) with EBITDA up just over 60% (LC). While off a low base, data revenues increased by 722.1% (LC) and remain a focus for the business in 2013. High inflation and increased taxes remain a challenge and are negatively impacting disposable income. During 2012, MTN Sudan recorded a 3.9 percentage point improvement in market share and the year ahead will see a continued focus on strengthening our position and further gains in market share.

Subscriber net addition guidance for 2013

'000South Africa - 2 900Nigeria - 7 000Large opco - 8 100Iran - 3 850Ghana - 800Cameroon - 1 000Ivory Coast - 300Sudan - 1 350Syria - 0Uganda - 800Small opco - 3 000Total - 21 000

Declaration of final ordinary dividend

Notice is hereby given that a gross final dividend of 503 cents per share for the period to 31 December 2012 has been declared payable to MTN shareholders. The number of ordinary shares in issue at the date of this declaration is 1 883 484 324 (including 22 337 752 treasury shares).

The dividend will be subject to a maximum local dividend tax rate of 15%, which will result in a net dividend of 427.55 cents per share to those shareholders that bear the maximum rate of dividend withholding tax of 75.45 cents per share. The net dividend per share for the respective categories of shareholders for the different dividend tax rates are as follows:

0% - 503.0000 cents per share5% - 477.8500 cents per share7.5% - 465.2750 cents per share10% - 452.7000 cents per share12.5% - 440.1250 cents per share15% - 427.5500 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 - Wednesday, 20 March 2013First trading day ex dividend on the JSE - Friday, 22 March 2013Record date - Thursday, 28 March 2013Payment date - Tuesday, 2 April 2013

No share certificates may be de-materialised or re-materialised between Friday, 22 March 2013, and Thursday, 28 March 2013, both days inclusive. On Tuesday, 2 April 2013, 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 Tuesday, 2 April 2013 will be posted on or about that date. Shareholders who hold de-materialised shares will have their accounts held by the Central Securities Depository Participant or broker credited on Tuesday, 2 April 2013.

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

For further information on the MTN Annual Results, please refer to the Group's Web site: www.mtn.com.

* Issued by MTN Group Corporate Affairs