MTN Group Reports Sound Operational Performance for the Year Ended 31 December 2009

By Mtn Group, PRNE
Wednesday, March 10, 2010

JOHANNESBURG, March 11, 2010 -

    Highlights
    - Group subscribers up 28% to 116,0 million
    - Revenue up 9,2% to R111,9 billion
    - EBITDA up 6,7% to R46,1 billion
    - Adjusted Headline EPS down 16.6% to 754,3 cents
    - Adjusted Headline EPS, excluding the impact of functional currency
      losses, up 8,5% to 878,9 cents
    - Dividend per share of 192 cents

Overview

MTN Group revenues increased by 9,2% to R111,9 billion and earnings
before interest, tax and depreciation ("EBITDA") by 6,7% to R46,1 billion
based on a sound operational performance for the year ended 31 December 2009.
Movements in exchange rates in the year, mainly in the South African Rand
("ZAR") and Nigerian Naira ("NGN"), had a substantially negative impact on
the Group's financial results. To illustrate this, had there been no change
in currency rates during the year, reported revenues at year end would have
been 11 percentage points higher, and EBITDA 12 percentage points above that
reported. Adjusted headline earnings per share ("EPS") decreased by 16,6% to
754.3 cents and, excluding the impact of the functional currency losses,
increased by 8,5% to 878.9 cents.

Said MTN Group President and CEO Mr. Phuthuma Nhleko: "The solid
performance of MTN operations in most of the countries in which the Group has
a presence was achieved despite economic challenges, increased regulatory
changes and growing competition. Continued delivery in accordance with an
aggressive network rollout strategy remained key throughout 2009, enabling
MTN to maintain or improve its market share in most of its operations. Better
distribution and a focus on segmental product offerings were other
contributory factors. As a result, subscribers increased by 28,0% to 116,0
million for the period under review, indicating a continuing demand for
mobile services in countries where mobile penetration is still relatively
low".

MTN initiated several Group projects during 2009 which are being rolled
out through most operations. Although many of these projects are still in
progress, this Group-wide approach allows MTN to differentiate itself from
the competition, thereby ensuring a stronger brand and product preference
whilst leveraging its regional footprint. These projects include the
following:

A coordinated effort to improve operational efficiencies through
centralised procurement, best practice guidelines for site build, network
management, safety and activity based costing.

Continued investments in Internet Service Providers ("ISP") across all
regions have been made to ensure that MTN is favourably positioned. MTN South
Africa acquired Verizon Business South Africa (Pty) Ltd in early 2009 and
successfully integrated the company with Network Solutions. The combined
entity was launched in September 2009 with a key focus on converged services
to the corporate segment. It is envisaged that MTN Business, although South
African based, will provide a Pan-African opportunity to service the
corporate sector across and beyond MTN's footprint.

MTN has committed in excess of USD191 million in various submarine cables
to ensure high-speed connectivity and improved quality and capacity of voice
and data offerings. These include the East Africa submarine cable ("EASSy");
the Europe India gateway ("EIG"); SAT-3/SAFE; the East Africa Marine system
("TEAMs") and the West Africa Cable System ("WACS").

With an initial focus on money transfers, Mobile Money has been launched
to date in South Africa, Uganda, Rwanda, Ghana, Cote d'Ivoire, Benin and
Yemen. The success of MTN Uganda, which was first to launch the new service
in March 2009, is indicative of the scale of the opportunity: to date, Uganda
has more than 680,000 Mobile Money subscribers.

There have been many regulatory changes within the telecommunications
industry over the past year, particularly focused on SIM registration and
reductions in Mobile Termination Rates ("MTR"). Constructive and early
engagement with regulatory authorities by management teams have ensured that
MTN's operations have been generally well prepared for compliance with the
regulatory changes implemented in 2009, and will be for those to follow in
2010.

Group financial review

Income statement

MTN Group revenues increased by 9, 2% to R111,9 billion, largely driven
by subscriber growth. The movements in foreign currencies, when compared to
December 2008, had a negative impact on reported revenue of R10,9 billion or
11 percentage points, as a strong ZAR eroded foreign earnings.

The Group's EBITDA increased by 6,7% to R46,1 billion for the year. When
compared to December 2008, the fluctuation in foreign exchange rates had a
negative impact on reported EBITDA of R5,1 billion, or 12 percentage points.
The one percentage point reduction in EBITDA margin was mainly due to an
increase in the revenue share costs in Syria, as well as the impact of
reducing fixed to mobile interconnect traffic and the integration and
outsourcing costs in South Africa.

Currency movements affect the income statement through translated
earnings, functional currency adjustments and the effect of the written put
option held by a minority shareholder in MTN's Nigerian subsidiary. The ZAR
closed 21% stronger at R7,39 to the USD on the 31 December 2009, compared to
the closing rate of R9,35 the year before, R9,49 in March 2009 and R7,72 in
June 2009. Translation of earnings affected by movements in the various local
currencies to the USD was compounded in the second half of the year by the
strong ZAR.

Net finance costs increased by 203% to R5, 8 billion for the year. This
was mainly due to the ZAR/USD exchange rate which, as explained above,
significantly affects a large proportion of MTN's assets and liabilities
denominated in a currency other than the entities' reporting currency. These
foreign-denominated assets and liabilities resulted in a functional currency
loss for the period of R3,2 billion compared to the R2,4 billion foreign
currency gain at the end of December 2008 - a swing of R5,6 billion. Much of
the loss is attributable to foreign currency denominated loans, receivables
and cash balances in Mauritius (a ZAR reporting entity). In addition, the put
option effect on the income statement was a credit of R701 million (June
2009
: R1 billion credit and December 2008: R1,2 billion debit), mainly as a
result of the depreciation in the NGN/USD exchange rate.

The depreciation charge increased by 18, 8% to R11,8 billion mainly as a
result of an increase in the Group's depreciable infrastructure assets.

Minority interests increased by 38% to R2,5 billion, compared to R1,8
billion at 31 December 2008.

The Group's effective taxation charge for the year reduced from 39,9% to
33,4%, for the comparable period. This was mainly due to the end of the
commencement period following the tax holiday in Nigeria in 2008 and the
financial effect of the put option.

The 24% reduction in tax and the resultant reduction in the effective tax
rate were not sufficient to offset an 18, 8% increase in depreciation, a 203%
increase in net finance costs and a 38% increase in minority interests, and
the overall result was a decrease in the Group's attributable EPS of 3,6% and
adjusted headline EPS of 16,6% to 791,4 and 754,3 cents respectively, when
compared to the prior year.

The impact of the reversal of the put option on adjusted headline EPS was
a debit of 48,9 cents, while functional currency losses on the revaluation of
assets and liabilities due to the strong ZAR was a debit of 124,6 cents.
Adjusted headline EPS excluding the impact of the functional currency losses
of 124,6 cents increased by 8,5% to 878.9 cents for the year.

The Group continues to report adjusted headline earnings per share in
addition to the attributable headline EPS. The adjustment is in respect of
the IFRS requirement that the Group accounts for a written put option held by
a minority shareholder of one of the Group's subsidiaries, which gives the
minority shareholder the right to require the subsidiary or its holding
company to acquire this shareholding at fair value. Although the Group has
complied with the IFRS requirements, the board of directors (the board) has
reservations about the appropriateness of this interpretation and hence the
adjustment.

Balance sheet and cash flow analysis

MTN's extensive network expansion and investment strategy resulted in
capital expenditure for the year of R31,2 billion, a 10,6% increase on 2008.
The final amount spent was lower than the R42 billion approved during the
year due to a R7,2 billion expenditure rollover into 2010 and the stronger
rand, which led to a R3,5 billion saving on capital expenditure. We expect
2009 to have been our peak year for capital expenditure. The approved budget
for 2010 is R23,6 billion (including rollover capex), 44% lower than the 2009
amount.

Cash generated from operating activities increased to R36, 3 billion from
R34, 2 billion, reflecting another strong operational performance. MTN
continued to reduce its borrowings, with net debt down marginally from R12,9
billion in 2008 to R12,2 billion in 2009, resulting in lower cash balances.
The lower borrowings and cash balances were also partially due to the impact
of foreign currency translation.

During the year, MTN Group concluded the acquisition of 100% of Verizon
South Africa (Pty) Ltd (in February 2009) and 59% of iTalk Cellular (Pty) Ltd
(in January 2009), increased its stake in MTN Uganda from 95% to 97% (in
October 2009) and acquired a 20% stake in Belgacom International Carrier
Services (in November 2009) in exchange for selling 100% of its own
international carrier service business. The Group also completed a private
placement of 2,2% of MTN Zambia (in January 2009) and the sale of its 50%
stake in DMTV Africa (in January 2009). The unwinding of black empowerment
vehicle Newshelf resulted in a 1,6% reduction in the number of shares in
issue.

Operational review

South Africa

MTN's South African operations had a challenging 2009. External
challenges as the country went through a recession in the first half of the
year, combined with maturing market conditions and increased regulation of
the industry were compounded by difficulties experienced with the outsourcing
of various critical IT functions. High churn and lower gross connections in
the prepaid segment resulted in a 6,4% reduction in subscriber numbers to
16,1 million at 31 December 2009. The lower gross connections were a
consequence of the implementation of new industry regulations (RICA). In line
with RICA, mobile operators have to register subscribers' personal details
and to date MTN has collected the details of 5,5 million prepaid customers.
The postpaid segment was not affected to the same degree by the RICA
requirements, and showed subscriber growth of 9,8%, mainly because of the
increasing use of hybrid packages.

MTN South Africa's revenue increased modestly by 3,1% to R33,1 billion
for the year to 31 December 2009, indicating that those prepaid subscribers
lost during the RICA process were not as meaningful to revenue. Consequently,
prepaid Average Revenue per User per month ("ARPU") increased by R3 to R100
at December 2009, despite the disconnection of 1,4 million prepaid
subscribers, as customers who remained on the network continued to spend.
Lower post-paid ARPU, which decreased by R38 to R365, was mainly due to lower
out-of-bundle usage and migrations to lower-value packages, reflecting
slowing consumer spending within the more formal economy.

The EBITDA margin decrease of 1,7 percentage points to 31,4% at 31
December 2009
was mainly a result of increased distribution costs, following
the integration of i-Talk Cellular and Cell Place as well as the impact of
lower fixed to mobile traffic.

MTN South Africa continued to make substantial investments in its network
to improve capacity and increase 3G coverage. Capacity increased by 12% on 2G
and 22% on 3G networks with the integration of 496 2G and 659 3G base
transceiver stations ("BTS's"), while the 3G population coverage increased
from 35% in December 2008 to 48% in December 2009. The deployment of 5 000 km
of national fibre continued throughout 2009 with 245 km completed along the
Gauteng-Durban route. The southern and northern rings of the Gauteng fibre
projects are expected to be completed by July 2010.

Although some progress has been made on improving the various IT
functions, further improvements are required. Increased management attention
is also being given to support systems, including customer care and call
centres, in order to cope with the challenges.

Nigeria

MTN Nigeria performed well for the period under review. The large capital
investment made to improve network quality and capacity together with the
efficient restructure of the sales and distribution channel have allowed MTN
Nigeria to grow subscribers by 34% to 30,8 million at the end of December
2009
, and increase its market share to 49,6%.

Although local currency revenue increased by 30,0% for the period, in
line with subscriber growth, this translated into a much smaller 5,6% growth
in rand terms to R33,3 billion at December 2009, due to ZAR strength in the
second half of the year compounding NGN weakness in the first half. ARPU in
local currency reduced by 9,6%. This translated into a USD4 decline from
December 2008 to USD12, which was unchanged from the figure reported for June
2009
as the NGN stabilised in the second half of the year. The decline in
ARPU from December 2008 to June 2009 was mostly the result of the
depreciation of the NGN against the USD. Local currency ARPU declined in line
with increased penetration into lower-usage segments and - to a lesser extent
- pressure on consumer spending.

The EBITDA margin increased by 1,5 percentage points to 59,3% at December
2009
, mainly due to strong overall cost savings and in particular an 18%
decline in the price of fuel.

High network rollout and investments made to improve the quality and
capacity of the network continued throughout 2009. MTN Nigeria added 1,220
BTS's during the period, bringing the total BTS count to 5,996 at December
2009
. 561 3G sites were rolled out during the year, completing phase 2 of the
3G rollout plan. MTN's data propositions gained momentum, with 25,363 active
Blackberry(c) subscribers at the end of December 2009 and 78,331 data modems
being sold during the year. Some 1,562 km of new backbone and 110 km of metro
fibre were introduced during the year. The WACS submarine cable consortium,
of which MTN is a member, has been granted a landing licence in Nigeria.

Ghana

MTN Ghana increased its subscribers by 24% to 8 million for the year
ended 31 December 2009. Improvements in network quality and capacity,
enhanced value propositions, the MTN Zone offering as well as loyalty
programmes have enabled MTN Ghana to maintain its market share of 55%,
despite fierce competition. An increased distribution footprint also
contributed to the maintenance of market share.

Although local currency revenue increased by 25,1% for the period,
significantly ahead of subscriber growth, this translated into a 6,3% decline
in revenue in rand terms to R5,7 billion at December 2009 due to the
combination of ZAR strength in the second half of the year and weakness in
the Ghanaian cedi ("GHC"), particularly in the first half of the year.

ARPU in local currency was stable from June 2009. This translated to a
decrease to USD8 at the end of December following the stabilisation of the
GHC against the USD in the second half of the year.

MTN Ghana showed a 0,1 percentage point decline in its EBITDA margin to
45,3%, mainly as a result of the increase in site rentals in line with
network expansion.

MTN Ghana rolled out 729 2G and 531 3G additional BTS's for the year. 3G
mobile broadband services, including the internet SIM launch and MTN Loaded,
have been introduced to both the consumer and corporate segments. At the end
of December 2009, there were approximately 1 million unique hits on MTN
Loaded.

Iran

MTN Irancell recorded strong subscriber growth of 45% to 23,3 million in
2009, increasing its market share to 40%. This was a result of continued
attractive acquisition promotions such as a reduction in the price of SIM
starter packs, as well as loyalty programmes and bonus discount products.

Revenue in local currency increased by 60% for the period, significantly
ahead of subscriber growth, and this translated into a 54,5% increase in
revenue in rand terms. MTN's 49% share of MTN Irancell's revenue was R7,6
billion at December 2009. ARPU declined by USD1 to USD8 at December 2009, in
line with deeper mobile penetration.

MTN Irancell's EBITDA margin increased by 4,7 percentage points to 34,9%
for the year. This was attributable to cost optimisation from using
single-vendor maintenance, locally manufactured recharge vouchers, as well as
a focus on general cost control and scale efficiencies.

Aggressive rollout continued during 2009, increasing the operation's
coverage of Iranian cities and roads. A total of 1 429 towns and cities and
an additional 4 996 km of roads were covered during 2009, although network
quality still remains a priority in Tehran, Tabriz and Esfahan. WiMax was
successfully launched in December 2009, with a coverage centred on
high-density areas, mainly Tehran and Esfahan. A total of 328 WiMax sites
have been integrated.

Syria

MTN Syria increased its subscribers by 20% to 4,2 million at December
2009
. The uptake in subscribers gained momentum in the second half of the
year, owing to the success of various promotions which included MTN Gold,
per-second billing, as well as segmental product offerings to the youth.
These value propositions enabled MTN Syria to increase market share from June
to 45% at December 2009.

Local currency revenue increased by 8,2% for the period, slower than
subscriber growth, and this translated into a 7,4% increase in revenue in
rand terms to R7,0 billion at December 2009. ARPU decreased by USD1 over the
period to USD18. The EBITDA margin decreased by 8,5 percentage points to
19,7% as a result of the full year impact of the revenue share increase in
June 2008.

Network expansion and upgrades continued throughout the year, but remain
constrained by the Build, Operate and Transfer (BOT) contract under which the
business operates. Completed network achievements and efficiencies include
the outsourcing of site maintenance, the implementation of a new network
management system and transmission expansion and optimisation.

Succession

Mr. Phuthuma Nhleko will not be renewing his long-term contract as Group
President and CEO which ends on 30 June 2010. He has, however, agreed to
continue in his current role up to March 2011 focusing on certain key
objectives including the seamless transition to a successor over this period.
A board process is underway to appoint his successor.

Said MTN Group Board Chairman Mr. Cyril Ramaphosa: "The board
particularly wishes to record its admiration and appreciation for Phuthuma's
outstanding leadership role in building MTN into a major global
telecommunications company in his tenure with the Group".

Prospects

Competition across MTN's footprint is likely to continue to increase and
whilst economies remain fragile, there are tentative signs of a recovery in
economic activity. MTN remains focused on:

    - Actively seeking value-accretive expansion opportunities in emerging
      markets to reduce concentration risk and leverage economies of scale;
    - Monitoring infrastructure investments to ensure appropriate levels of
      capacity and quality of service. The continued investment in fibre and
      cable requirements to service evolving voice and data requirements;
    - Optimising efficiencies including infrastructure sharing,
      standardisation of systems and processes, rationalisation of suppliers,
      cost management and cash optimisation;
    - Continued engagement with regulatory authorities in the development and
      refinement of the telecommunications sector; and
    - The implementation of MTN's BEE transaction.

Subscriber net addition guidance for 2010

    South Africa       800 000
    Nigeria            6 000 000
    Ghana              800 000
    Iran               5 000 000
    Syria              400 000
    Rest               7 000 000
                       20 000 000

Dividends

Shareholders are advised that a cash dividend of 192 cents per ordinary
share in respect of the period 31 December 2009 has been declared, in line
with the board's belief that some relaxation in its dividend policy is
appropriate. The dividend is payable to shareholders recorded in the register
of the MTN Group at the close of business on Friday, 9 April 2010. In
compliance with the requirements of Strate, the electronic settlement and
custody system used by the JSE, the MTN Group has determined the following
salient dates for the payment of the dividend:


    Last day to trade cum dividend    Wednesday, 31 March  2010
    Shares commence trading
    ex dividend                          Thursday, 1 April 2010
    Record date                            Friday, 9 April 2010
    Payment of dividend                   Monday, 12 April 2010

Share certificates may not be dematerialised or rematerialised between
Thursday, 1 April 2010 and Friday, 9 April 2010, both days inclusive.

On Monday, 12 April 2010, 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, 12 April 2010 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, 12 April
2010
.

    Condensed consolidated income statement
    for the year ended 31 December 2009
                                             31 December 31 December
                                             2009        2008
                                             Audited     Audited     %
                                             Rm          Rm          Change
    Revenue                                  111 947     102 526        9,2
    Direct network operating costs            15 925      14 140      (12,6)
    Handsets and other accessories             6 297       5 985       (5,2)
    Interconnect and roaming                  15 166      13 217      (14,7)
    Employee benefits                          5 843       4 776      (22,3)
    Selling, distribution and marketing
    expenses                                  14 649      13 274      (10,4)
    Other expenses                             8 004       7 968       (0,5)
    Depreciation                              11 807       9 939      (18,8)
    Amortisation of intangible assets          2 668       2 820        5,4
    Net finance costs                          5 810       1 917     (203,1)
    Share of results of associates (net of
    tax)                                          (5)          -          -
    Profit before income tax                  25 773      28 490       (9,5)
    Income tax expense                         8 612      11 355       24,2
    Profit after tax                          17 161      17 135        0,2
    Attributable to:                          17 161      17 135        0,2
    Equity holders of the company             14 650      15 315       (4,3)
    Minority interests                         2 511       1 820      (38,0)
    Earnings per ordinary share (cents)
    attributable
    to equity holders of the company
    - basic                                    791,4       821,0       (3,6)
    - diluted                                  781,5       806,1       (3,1)
    Dividends per share (cents)                181,0       136,0       33,1
    Condensed consolidated statement of comprehensive income
    for the year ended 31 December 2009
                                             31December 31 December
                                             2009       2008
                                             Audited    Audited     %
                                             Rm         Rm          Change
    Profit for the year                         17 161     17 135      0.2
    Other comprehensive income:
    Exchange differences on translating
    foreign operations                         (17 700)    13 191   (234,2)
    Cash flow hedges                              (191)       138   (238,4)
    Total comprehensive (loss)/income for
    the period                                    (730)    30 464   (102,4)
    Attributable to:
    Equity holders of the company               (2 509)    27 341   (109,2)
    Minority interests                           1 779      3 123    (43,0)
                                                  (730)   30 464    (102,4)
    Condensed consolidated balance sheet
    at 31 December 2009
                                    31 December  31 December
                                    2009         2008
                                    Audited      Audited      %
                                    Rm           Rm           change
    Non-current assets              110 213      115 319      (4,4)
    Property, plant and equipment    67 541       64 193       5,2
    Goodwill and other intangible
    assets                           37 526       45 786     (18,0)
    Other non-current assets          5 146        5 340      (3,6)
    Current assets                   46 024       54 787     (16,0)
    Bank and cash                    23 999       26 961     (11,0)
    Restricted cash                     742        1 778     (58,3)
    Other current assets             21 283       26 048     (18,3)
    ASSETS                          156 237      170 106      (8,2)
    Total equity                     72 866       80 542      (9,5)
    Non-current liabilities          28 426       34 973     (18,7)
    Long-term borrowings             21 066       29 100     (27,6)
    Deferred tax and other
    non-current liabilities           7 360        5 873      25,3
    Current liabilities              54 945       54 591      0,6
    Non-interest bearing
    liabilities                      39 094       42 101     (7,1)
    Interest-bearing liabilities     15 851       12 490     26,9
    EQUITY AND LIABILITIES          156 237      170 106     (8,2)
    Condensed consolidated statement of changes in equity
    for the year ended 31 December 2009
                                                  31 December 31 December
                                                  2009        2008
                                                  Audited     Audited
                                                  Rm          Rm
    Opening balance                               80 542      51 502
    Total comprehensive (loss)/income for the
    period                                          (730)     30 464
    Dividends paid                                (6 122)     (6 514)
    Shares issued during the year                 20 392          41
    Transactions with minorities                     (43)      4 020
    Disposal of non-controlling interest               -         909
    Purchase of non-controlling interest               -         (85)
    Newshelf share buy-back                      (21 226)          -
    Other reserves                                    53         151
    Cancellation of MTN Cote d'Ivoire put option       -          54
    Closing balance                               72 866      80 542
    Condensed consolidated cash flow statement for the
    year ended 31 December 2009
                                                    31 December 31 December
                                                       2009        2008
                                                       Audited     Audited
                                                       Rm          Rm
    Cash inflows from operating activities              36 282      34 236
    Cash outflows from investing activities            (33 192)    (27 177)
    Cash (out)/inflows from financing activities          (926)        292
    Net movement in cash and cash equivalents            2 164       7 351
    Cash and cash equivalents at beginning of period    25 596      15 546
    Effect of exchange rate changes                     (5 114)      2 699
    Cash and cash equivalents at end of period          22 646      25 596
    Segmental analysis
    for the year ended 31 December 2009
                                        31 December 31 December
                                        2009        2008
                                        Audited     Audited
                                        Rm          Rm
    REVENUE
    South and East Africa               39 669      37 483
    West and Central Africa             50 543      47 682
    Middle East and North Africa        21 525      17 215
    Head office companies                  210         146
                                       111 947     102 526
    EBITDA
    South and East Africa               12 701      12 878
    West and Central Africa             27 029      25 318
    Middle East and North Africa         5 782       4 654
    Head office companies                  551         316
                                        46 063      43 166
    PAT
    South and East Africa                6 875       7 322
    West and Central Africa             12 026      9 943
    Middle East and North Africa         2 099       1 549
    Head office companies               (3 839)     (1 679)
                                        17 161      17 135
    Notes to the condensed consolidated financial statements
    for the year ended 31 December 2009
    1.   Independent audit by the auditors
         These condensed consolidated results have been audited by our joint
         auditors PricewaterhouseCoopers Inc. and SizweNtsaluba vsp, who
         have performed their audit in accordance with the International
         Standards on Auditing. A copy of their unqualified audit report is
         available for inspection at the registered office of the Company.
    2.   General information
         MTN Group Limited (the "Group") carries on the business of
         investing in the telecommunications industry through its subsidiary
         companies, joint ventures and associate companies.
    3.   Basis of preparation
         The condensed consolidated financial year end information is based
         on the audited financial statements of the Group for the year ended
         31 December 2009 which have been prepared in accordance with
         International Financial Reporting Standards ("IFRS's") and in
         compliance with the Listing Requirements of the JSE Limited and the
         South African Companies Act (1973), on a consistent basis with that
         of the prior period.
    4.   Accounting policies
         The accounting policies adopted are consistent with those of the
         annual financial statements for the year ended 31 December 2008, as
         described in the annual financial statements for the year ended 31
         December 2008.
         During the year under review, the Group adopted all the IFRS and
         interpretations being effective and deemed applicable to the Group.
         None of these had a material impact apart from IAS 1 (Revised)
         which resulted in a seperate condensed consolidated statement of
         comprehensive income being included as part of the primary
         financial statements of the Group.
         The necessary changes were also made to the condensed consolidated
         statement of changes in equity as a result.
    5.   Headline earnings per ordinary share
         The calculations of basic and adjusted headline earnings per
         ordinary share are based on basic headline earnings of R14 869
         million (2008: R15 603 million) and adjusted headline earnings of
         R13 963 million (2008: R16 870 million) respectively, and a
         weighted average number of ordinary shares in issue of 1 851 260
         (2008: 1 865 299).
                                                   31 December   31 December
                                                   2009          2008
                                                   Audited       Audited
                                                   Rm            Rm
                                                   Net **        Net**
      Net profit attributable to company's equity
      holders                                      14 650        15 315
      Adjusted for:
      Loss on disposal of non current asset            71           111
      Impairment of PPE and NCA                       148           177
      Basic headline earnings                      14 869        15 603
      Adjustment:
      Reversal of the subsequent utilisation of
      deferred tax asset                                -           441
      Reversal of put option in respect of
      subsidiary:
      - Fair value adjustment                        (537)          74
      - Finance costs                                 537          344
      - Forex                                        (701)         569
      - Minority share of profits                    (205)        (162)
      Adjusted headline earnings                   13 963       16 870
      Reconciliation of headline earnings per
      ordinary share (cents)
      Attributable earnings per share (cents)       791,4        821,0
      Adjusted for:
      Loss on disposal of non current asset           3,8          6,0
      Impairment of PPE and NCA                       8,0          9,5
      Basic headline earnings per share (cents)     803,2        836,5
      Reversal of the subsequent utilisation of
      deferred tax asset                                -         23,6
      Reversal of put option in respect of
      subsidiary                                    (48,9)        44,3
      Adjusted headline earnings per share (cents)  754,3        904,4
      Number of ordinary shares in issue:
      - Weighted average ('000)                 1 851 260    1 865 299
      - At period end ('000)                    1 840 536    1 868 010
      **Amounts are stated after taking into account minority interests.
    Adjusted headline earnings adjustments
    Deferred tax asset
    The Group's subsidiary in Nigeria had been granted a five-year tax
    holiday under "pioneer status" legislation. On 31 March 2007 MTN Nigeria
    exited "pioneer status", and from 1 April 2007 became subject to income
    tax in Nigeria. A deferred tax asset of R2,5 billion was created during
    "pioneer status" in respect of capital allowances on capital assets that
    are only claimable after the company comes out of "pioneer status". The
    above resulted in the commencement of the reversal of the deferred tax
    asset shown as an adjustment of Rnil ( 2008: R542 million) (Rnil
    excluding minorities (2008: R441 million)) to the adjusted headline
    earnings figure. The remaining pioneer deferred tax asset was fully
    utilised during 2008.
    As previously disclosed, although the Group has complied with the
    requirements of IAS 12 in this regard, the Board of Directors has
    reservations about the appropriateness of this treatment in view of the
    fact that no cognisance may be taken in determining the value of such
    deferred tax assets for uncertainties arising out of the effects of the
    time value of money or future foreign exchange movements. The Board
    therefore resolved to report adjusted headline earnings (negating the
    effect of the deferred tax asset) in addition to basic headline
    earnings, to more fully reflect the Group's results for the period.
    Put option in respect of subsidiary
    IFRS requires the Group to account for a written put option held by a
    minority shareholder of one of the Group subsidiaries, which provides
    them with the right to require the subsidiary to acquire their
    shareholdings at fair value. Prior to the implementation of IFRS the
    shareholding was treated as a minority shareholder in the subsidiary as
    all risks and rewards associated with these shares, including dividends,
    currently accrue to the minority shareholders.
    IAS 32 requires that in the circumstances described in the previous
    paragraph:
    (a) the present value of the future redemption amount be reclassified
    from equity to financial liabilities and that financial liability so
    reclassified subsequently be measured in accordance with IAS 39;
    (b) in accordance with IAS 39, all subsequent changes in the fair value
    of the liability together with the related interest charges arising from
    present valuing the future liability be recognised in the income
    statement;
    (c) the minority shareholder holding the put option no longer be
    regarded as a minority shareholder but rather as a creditor from the
    date of receiving the put option."
    Although the Group has complied with the requirements of IAS 32 and IAS
    39 as outlined above, the board of directors has reservations about the
    appropriateness of this treatment in view of the fact that:
    (a) the recording of a liability for the present value of the future
    strike price of the written put option results in the recording of a
    liability that is inconsistent with the framework, as there is no
    present obligation for the future strike price;
    (b) the shares considered to be subject to the contracts are issued and
    fully paid up, have the same rights as any other issued and fully paid
    up shares and should be treated as such;
    (c) the written put option meets the definition of a derivative and
    should therefore be accounted for as a derivative in which case the
    liability and the related fair value adjustments recorded through the
    income statement would not be required.

                                                     31 December 31 December
                                                     2009        2008
                                                     Audited     Audited
                                                     Rm          Rm
    6.  Capital expenditure incurred                 31 248      28 263
    7.  Contingent liabilities and commitments
        Contingent liabilities - upgrade incentives   1 209         504
        Operating leases - non cancellable              832         801
        Finance leases                                  348         554
        Other                                           749         541
        Commitments for property, plant and
    8.  equipment and intangible assets
        - Contracted for                              6 780      11 410
        - Authorised but not contracted for          16 819      26 257
    9.  Cash and cash equivalents
        Bank balances, deposits and cash             23 999      26 961
        Call borrowings                              (1 353)     (1 365)
                                                     22 646      25 596
    10. Interest-bearing liabilities
        Call borrowings                               1 353       1 365
        Short-term borrowings                        14 498      11 125
        Current liabilities                          15 851      12 490
        Long-term liabilities                        21 066      29 100
                                                     36 917      41 590
    11. Other non-current liability
      The put option in respect of the subsidiary arises from an arrangement
      whereby the minority shareholders of the Group's subsidiary have the
      right to put their remaining shareholding in the subsidiary to Group
      companies.
      On initial recognition, the put option was fair valued using effective
      interest rates as deemed appropriate by management. To the extent that
      the put option is not exercisable at a fixed strike price the fair
      value will be determined on an annual basis with movements in fair
      value being recorded in profit or loss.
  12. Business combinations
      Acquisitions
      During the year under review, certain subsidiaries of the Group
      acquired the following entities:
      (a) An additional 59% in iTalk Cellular (Proprietary) Limited, a
      cellular service provider, was acquired in January 2009
      (b) 100% of Verizon South Arica (Proprietary) Limited, an internet
      service provider, was acquired in February 2009
      These amounts have been calculated using the Group's accounting
      policies and by adjusting the results of the acquiree to reflect the
      additional depreciation and amortisation that would have been charged
      assuming that the fair value adjustments to property, plant and
      equipment and intangible assets had been applied from acquisition
      date, together with the consequential tax effects.

                                                 Carrying amount on
                                                  acquisition       Total
                                                  date         fair value
                                                  Rm                   Rm
      The assets and liabilities arising from
      the acquisitions are as follows:
      Property, plant and equipment                 106               106
      Other non-current assets                       95                95
      Investments                                     1                 1
      Cash and cash equivalents                      95                95
      Net working capital                            42                42
      Long term borrowings                         (118)             (118)
      Taxation                                        7                 7
      Deferred Taxation                             (80)              (80)
      Customer relationships                        284               284
      Other liabilities                             (56)              (56)
      Net asset value                               376               376
      Purchase consideration                                        2 126
      Fair value of net assets acquired                               376
      Goodwill                                                      1 750

    13. The acquisition of 100% of Newshelf 664 (Proprietary) Limited
        MTN acquired the entire issued ordinary share capital of Newshelf 664
        (Proprietary) Limited ("Newshelf") from the PIC. The Newshelf
        acquisition was affected by way of a specific issue of shares to the
        PIC and the specific repurchase by MTN of 243.5 million MTN shares
        held by Newshelf. The transaction was concluded in April 2009. MTN
        acquired the Newshelf shares at an effective discount to market value
        and intends to apply a significant portion of this effective discount
        to future participants in a BEE transaction as an incentive to invest
        in that transaction. The board remains fully committed to implement a
        BEE transaction as soon as conditions become conducive.
    14. Post balance sheet events
        The directors are not aware of any matter or circumstance arising
        since the end of the reporting period, not otherwise dealt with
        herein, which significantly affects the financial position of the
        Group or the results of its operations or cash flows for the year
        ended.

ABOUT THE MTN GROUP

Launched in 1994, the MTN Group is a multinational
telecommunications group, operating in 21 countries in Africa, Asia and the
Middle East. The MTN Group is listed on the JSE Securities Exchange in South
Africa
under the share code: "MTN". As at 31 December 2009, MTN recorded
116,0 million subscribers across its operations in Afghanistan, Benin,
Botswana, Cameroon, Cote d'Ivoire, Cyprus, Ghana, Guinea Bissau, Guinea
Republic, Iran, Liberia, Nigeria, Republic of Congo (Congo Brazzaville),
Rwanda, South Africa, Sudan, Swaziland, Syria, Uganda, Yemen and Zambia. The
MTN Group is a global sponsor of the 2010 FIFA World Cup South Africa(TM) and
has exclusive mobile content rights for Africa and the Middle East. Visit
www.mtn.com and www.mtnplay.com

For more information, please contact: Maphamola Lebelo, MTN Group Communications, Cell: +27-83-212-9918, Email: Lebelo_m at mtn.co.za; Pearl Majola, MTN Group Communications, Cell: +27-83-212-2459, Email: Majola_p at mtn.co.za

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