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Results of the 31st Annual General Meeting held on 29 May 2026
MTN Group Limited
(Incorporated in the Republic of South Africa)
Registration Number 1994/009584/06
Share code: MTN
ISIN: ZAE000042164
(MTN or the Company)
RESULTS OF THE 31ST ANNUAL GENERAL MEETING HELD ON 29 MAY 2026
Shareholders are advised that at the 31st Annual General Meeting (AGM) held on Friday, 29 May 2026 at
14:30 (South African time), all the ordinary and special resolutions, as set out in the notice of AGM dated
28 April 2026, were presented to the shareholders entitled to vote, being present in person/virtually
and/or represented by proxy.
The total number of shares present and represented, including proxies, at the meeting was 1,482,380,692
or 80.84% of MTN's issued share capital as of Friday, 22 May 2026, being the Voting Record Date.
The voting results were as follows:
SHARES
TOTAL SHARES VOTED
ABSTAINED
RESOLUTION AGAINST
FOR (%) NUMBER %* %*
(%)
Ordinary resolution number 1
1.1. Re-election of NP Gosa as a 99.86 0.14 1 482 377 523 80.84 0.00
director
1.2. Re-election of N Newton-King 99.73 0.27 1 482 377 494 80.84 0,00
as a director
1.3. Re-election of CWN Molope as 97.78 2.22 1 482 377 494 80.84 0.00
a director
1.4. Re-election of RT Mupita as a 99.89 0.11 1 482 377 494 80.84 0.00
director
1.5. Re-election of TL Pennington 99.85 0.15 1 482 377 494 80.84 0.00
as a director
1.6. Election of HL Bosman as a 90.74 9.26 1 482 377 494 80.84 0.00
director
1.7. Election of GJ Rasethaba as a 99.89 0.11 1 482 377 494 80.84 0.00
director
1.8. Election of IS Sehoole as a 99.48 0.52 1 482 377 494 80.84 0.00
director
1.9. Election of S Richard as a 98.54 1.46 1 482 377 494 80.84 0.00
director
1.10. Election of SK Yeboah- 99.85 0.15 1 482 377 494 80.84 0.00
Amankwah as a director
Ordinary resolution number 2
2.1. Election of CWN Molope as a 97.78 2.22 1 482 377 494 80.84 0.00
member of the Audit
Committee
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2.2. Election of SAX Gwala as a 99.45 0.55 1 482 377 494 80.84 0.00
member of the Audit
Committee
2.3. Election of SN Mabaso-Koyana 99.82 0.18 1 482 377 494 80.84 0.00
as a member of the Audit
Committee
2.4. Election of VM Rague as a 96.38 3.62 1 476 844 505 80.54 0.30
member of the Audit
Committee
2.5. Election of TL Pennington as a 99.82 0.18 1 482 377 494 80.84 0.00
member of the Audit
Committee
2.6. Election of IS Sehoole as a 99.48 0.52 1 482 377 494 80.84 0.00
member of the Audit
Committee
Ordinary resolution number 3
3.1. Election of N Newton?King as 99.73 0.27 1 482 377 494 80.84 0.00
a member of the Social, Ethics
and Sustainability Committee
3.2. Election of SLA Sanusi as a 99.70 0.30 1 476 844 505 80.54 0.30
member of the Social, Ethics
and Sustainability Committee
3.3. Election of GJ Rasethaba as a 99.89 0.11 1 482 377 494 80.84 0.00
member of the Social, Ethics
and Sustainability Committee
3.4. Election of KDK Mokhele as a 99.64 0.36 1 482 377 494 80.84 0.00
member of the Social, Ethics
and Sustainability Committee
Ordinary resolution number 4
Re-appointment of Ernst & Young Inc. 98.63 1.37 1 482 377 494 80.84 0.00
as an auditor of the Company
Ordinary resolution number 5
General authority for directors to allot 88.85 11.15 1 482 377 494 80.84 0.00
and issue authorized but unissued
ordinary shares
Ordinary resolution number 6
General authority for directors to allot 88.55 11.45 1 482 377 494 80.84 0.00
and issue ordinary shares for cash
Ordinary resolution number 7
Non-binding advisory vote on the 95.63 4.37 1 479 527 471 80.69 0.16
Company's remuneration
implementation report **
Ordinary resolution number 8
Non-binding advisory vote on the 95.70 4.30 1 482 375 492 80.84 0.00
Company's remuneration policy **
SHARES
TOTAL SHARES VOTED
ABSTAINED
FOR AGAINST
NUMBER %* %*
RESOLUTION (%) (%)
2
Special resolution number 1
Repurchase of the Company's shares 98.30 1.70 1 482 251 698 80.83 0.01
Special resolution number 2
2.1. Proposed approval of 99.97 0.03 1 482 375 492 80.84 0.00
remuneration payable to MTN
Group Board Local Chairman
2.2. Proposed approval of 99.96 0.04 1 482 375 492 80.84 0.00
remuneration payable to MTN
Group Board International
Chairman
2.3. Proposed approval of 99.95 0.05 1 482 375 492 80.84 0.00
remuneration payable to MTN
Group Board Local member
2.4. Proposed approval of 99.44 0.56 1 482 375 492 80.84 0.00
remuneration payable to MTN
Group Board International
member
2.5. Proposed approval of 99.95 0.05 1 482 375 492 80.84 0.00
remuneration payable to MTN
Group Board Local Lead
Independent director
2.6. Proposed approval of 99.44 0.56 1 482 375 492 80.84 0.00
remuneration payable to MTN
Group Board International
Lead Independent director
2.7. Proposed approval of 99.97 0.03 1 482 375 492 80.84 0.00
remuneration payable to
Human Capital and
Remuneration Committee
Local Chairman
2.8. Proposed approval of 99.96 0.04 1 482 375 492 80.84 0.00
remuneration payable to
Human Capital and
Remuneration Committee
International Chairman
2.9. Proposed approval of 99.97 0.03 1 482 375 492 80.84 0.00
remuneration payable to
Human Capital and
Remuneration Committee
Local member
2.10. Proposed approval of 99.96 0.04 1 482 375 492 80.84 0.00
remuneration payable to
Human Capital and
Remuneration Committee
International member
2.11. Proposed approval of 99.94 0.06 1 482 375 492 80.84 0.00
remuneration payable to
Social, Ethics and
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Sustainability Committee
Local Chairman
2.12. Proposed approval of 99.38 0.62 1 482 375 492 80.84 0.00
remuneration payable to
Social, Ethics and
Sustainability Committee
International Chairman
2.13. Proposed approval of 99.42 0.58 1 482 375 492 80.84 0.00
remuneration payable to
Social, Ethics and
Sustainability Committee
Local member
2.14. Proposed approval of 99.96 0.04 1 482 375 492 80.84 0.00
remuneration payable to
Social, Ethics and
Sustainability Committee
International member
2.15. Proposed approval of 99.95 0.05 1 482 375 492 80.84 0.00
remuneration payable to
Audit Committee Local
Chairman
2.16. Proposed approval of 99.40 0.60 1 482 375 492 80.84 0.00
remuneration payable to
Audit Committee International
Chairman
2.17. Proposed approval of 99.98 0.02 1 482 375 492 80.84 0.00
remuneration payable to
Audit Committee Local
member
2.18. Proposed approval of 99.96 0.04 1 482 375 492 80.84 0.00
remuneration payable to
Audit Committee International
member
2.19. Proposed approval of 99.94 0.06 1 482 375 492 80.84 0.00
remuneration payable to Risk
Management and Compliance
Committee Local Chairman
2.20. Proposed approval of 99.40 0.60 1 482 375 492 80.84 0.00
remuneration payable to Risk
Management and Compliance
Committee International
Chairman
2.21. Proposed approval of 99.94 0.06 1 482 375 492 80.84 0.00
remuneration payable to Risk
Management and Compliance
Committee Local member
2.22. Proposed approval of 99.40 0.60 1 482 375 492 80.84 0.00
remuneration payable to Risk
Management and Compliance
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Committee International
member
2.23. Proposed approval of 99.98 0.02 1 482 375 492 80.84 0.00
remuneration payable to
Finance and Investment
Committee Local Chairman
2.24. Proposed approval of 99.96 0.04 1 482 375 492 80.84 0.00
remuneration payable to
Finance and Investment
Committee International
Chairman
2.25. Proposed approval of 99.97 0.03 1 482 375 492 80.84 0.00
remuneration payable to
Finance and Investment
Committee Local member
2.26. Proposed approval of 99.96 0.04 1 482 375 492 80.84 0.00
remuneration payable to
Finance and Investment
Committee International
member
2.27. Proposed approval of 99.93 0.07 1 482 375 492 80.84 0.00
remuneration payable to Ad
Hoc Strategy Committee Local
Chairman (including from its
establishment in 2023)
2.28. Proposed approval of 99.23 0.77 1 482 375 492 80.84 0.00
remuneration payable to Ad
Hoc Strategy Committee
International Chairman
(including from its
establishment in 2023)
2.29. Proposed approval of 99.27 0.73 1 482 375 492 80.84 0.00
remuneration payable to Ad
Hoc Strategy Committee Local
member (including from its
establishment in 2023)
2.30. Proposed approval of 99.81 0.19 1 482 375 492 80.84 0.00
remuneration payable to Ad
Hoc Strategy Committee
International member
(including from its
establishment in 2023)
2.31. Proposed approval of 99.83 0.17 1 482 375 492 80.84 0.00
remuneration payable to
Directors Affairs and
Corporate Governance
Committee Local Chairman
2.32. Proposed approval of 99.96 0.04 1 482 375 492 80.84 0.00
remuneration payable to
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Directors Affairs and
Corporate Governance
Committee International
Chairman
2.33. Proposed approval of 99.98 0.02 1 482 375 492 80.84 0.00
remuneration payable to
Directors Affairs and
Corporate Governance
Committee Local member
2.34. Proposed approval of 99.96 0.04 1 482 375 492 80.84 0.00
remuneration payable to
Directors Affairs and
Corporate Governance
Committee International
member
2.35. Proposed approval of 99.98 0.02 1 482 375 492 80.84 0.00
remuneration payable to
Digital and Technology
Committee Local Chairman
2.36. Proposed approval of 99.96 0.04 1 482 375 492 80.84 0.00
remuneration payable to
Digital and Technology
Committee International
Chairman
2.37. Proposed approval of 99.96 0.04 1 482 375 492 80.84 0.00
remuneration payable to
Digital and Technology
Committee Local Member
2.38. Proposed approval of 99.94 0.06 1 482 375 492 80.84 0.00
remuneration payable to
Digital and Technology
Committee International
Member
Special resolution number 3
Financial assistance to subsidiaries and 99.41 0.59 1 482 375 492 80.84 0.00
other related and interrelated entities
Special resolution number 4
Financial assistance to directors and/or 97.49 2.51 1 482 375 492 80.84 0.00
prescribed officers and employee
share scheme beneficiaries
* Expressed as a percentage of MTN ordinary shares in issue as at the Voting Record Date.
Ernst & Young Inc. has issued a factual finding report on the results.
** Notification was received on 22 May 2026 that the Companies Act, Act 71 of 2008 ("Companies Act")
amendments, relating to remuneration disclosure and approval requirements, came into force with
immediate effect. The notice of AGM and remuneration report were circulated to shareholders on 28
April 2026 and the remuneration resolutions were therefore proposed as non-binding resolutions. The
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AGM must be conducted in accordance with the provisions of the JSE Listings Requirements and the law
prevailing at the time of the issue of the notice of AGM and, hence, the resolutions put to shareholders
and voted on at the meeting were as set out in the notice of AGM.
Fairland
01 June 2026
Lead sponsor
Tamela Holdings Proprietary Limited
Joint sponsor
JP Morgan Equities (SA) Proprietary Limited
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Date: 01-06-2026 05:50:00
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