MTN Annual Financial Results Booklet 2014

MTN GROUP LIMITED
Financial results
for the year ended 31 December 2014
Contents page
01
RESULTS OVERVIEW
01
02
04
21
22
23
24
25
26
27
28
37
Highlights
Our footprint
Review of results
Preliminary audited summary consolidated annual
financialstatements
Independent auditors report on summary consolidated
financial statements
Summary consolidated income statement
Summary consolidated statement of
comprehensiveincome
Summary consolidated statement of financial position
Summary consolidated statement of changes in equity
Summary consolidated statement of cash flows
Notes to the summary consolidated financial statements
Administration
02
RESULTS PRESENTATION
03
APPENDICES
04
DATA SHEETS
Summary consolidated
financial results
for the year ended 31 December 2014
Highlights
Group subscribers
Revenue increased
7,5%
6,4%
Data revenue increase
EBITDA increased
33,2%
10,2%
223,4 million
to R27 317 million
R146 154 million
R65 520 million
EBITDA margin increased
Final dividend of
1,5
44,8%
800 cents
percentage points to
HEPS increased
per share with total dividend of
1 245 cents
per share
8,9%**
1 536 cents
Note: Certain financial information presented in these results constitutes pro forma financial information. The pro forma financial
information is the responsibility of the Groups board of directors and is presented for illustrative purposes. Because of its nature, the
pro forma financial information may not fairly present MTNs financial position, changes in equity, results of operations or cash flows.
Anassurance report has been prepared and issued by our joint auditors PricewaterhouseCoopers Inc. and SizweNtsalubaGobodo Inc. in
respect of the pro forma financial information included in this announcement that is available at the registered office of the Company.
1. The financial information presented in these results has been prepared excluding the impact of hyperinflation, goodwill impairment
and tower profits and constitutes pro forma financial information to the extent not extracted from the segment disclosure included
in the audited financial statements for the year ended 31 December 2014. This pro forma financial information has been presented
to eliminate the impact of hyperinflation, goodwill impairment and tower profits from the financial results in order to achieve a
comparable analysis year on year. Hyperinflation adjustments, goodwill impairment and tower profits have been calculated in terms
of the Group accounting policies disclosed in the consolidated annual financial statements.
2. Constant currency (organic) information has been presented to illustrate the impact of changes in currency rates on the Groups
results. In determining the change in constant currency terms, the current financial reporting years results have been adjusted to the
prior years 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 Groups currencies, materially being that of the US dollar and Nigerian
naira. The organic growth percentage has been calculated by utilising the constant currency results compared to the prior year results.
In addition, in respect of MTN Irancell, MTN Sudan and MTN Syria, the constant currency information has been prepared excluding the
impact of hyperinflation.
3. Additional financial analyses are presented to illustrate a breakdown of the Groups financial results excluding the impact of
hyperinflation.
* Constant currency (organic) information.
** Not adjusted for the impact of hyperinflation and tower profits.
*** Additional financial analysis.
MTN Group Limited results for the year ended 31 December 2014
Where we operate
MTN is a leading emerging markets mobile operator, connecting
223 million people in 22 countries across Africa and the Middle
East. We are committed to continuously improving our customer
experience and delivering a bold, new Digital World to them.
Ghana
13,9m
Subscribers
Ivory Coast
8,0m
Subscribers
Nigeria
59,9m
Subscribers
Cameroon
9,7m
Subscribers
Syria
Iran
5,9m
44,0m
Subscribers
Subscribers
Sudan
9,0m
Subscribers
Uganda
10,4m
Subscribers
South Africa
28,0m
Subscribers
Review of results
Overview
The MTN Groups 2014 results reflect a challenging year, impacted by aggressive price competition, increased
regulatory requirements and pressure on consumer expenditure. The sharp decline in the oil price in the second
half of the year had a marked impact on the economies and exchange rates of a number of African and Middle
Eastern countries. Notwithstanding these conditions, most of MTNs large and small operating companies (opcos)
showed promising improvements in operational performance.
The Group continued to benefit from encouraging growth in non-voice revenue, driven by various data initiatives
(including the Mobile Money offering) across key markets. We also made good progress in transforming our
operating model, particularly in reducing costs and monetising assets with the finalisation of the agreement to
sell and lease back towers in Nigeria in the fourth quarter of 2014.
MTN South Africas performance was in line with our expectations and provided clear evidence in the second
half of a successful turnaround with consistent month-on-month improvements in the last six months of the
year. The large opco cluster recorded double-digit organic revenue growth and margin expansion and the small
opco cluster delivered improvements in most operations. MTN Nigerias performance was below expectations,
impacted largely by regulatory determinations and economic pressures as well as operational challenges.
Group subscribers increased by 7,5% to 223,4 million. This was driven by competitive pricing, segmented offerings
and improved network quality and capacity in many markets. Group subscriber numbers were, however, affected
by the alignment of internal subscriber reporting methodology in Cameroon, which negatively impacted
reported subscriber numbers by approximately 1,6 million.
Group revenue grew by 6,4% in the year. This was largely the result of an increase of 12,1% in MTN Nigerias
revenue and a decline of 3,9% in MTN South Africas revenue. Data revenue increased by 33,2% in the year,
tocontribute 18,7% to total revenue at year-end. Both our large and small opco clusters delivered pleasing results,
with reported revenue growth of 7,1% and 13,0% respectively.
Group EBITDA increased by 10,2% to R65 520 million. We made further progress in our cost optimisation efforts,
which supported a 1,5 percentage points expansion in the EBITDA margin to 44,8% for the year.
Capital expenditure was R25 242 million, 16,3% lower than the previous year. During 2014, the Groups operations
rolled out 3 669 2G, 6 491 largely co-located 3G and 684 LTE sites, facilitating increased voice and data usage on
our network.
Cash inflows generated by operations increased by 8,2%** to R64 628 million**.
Prospects
In 2015, MTN expects to benefit from a number of interventions put in place in South Africa and Nigeria in the
previous year. In South Africa, we expect to build on the positive momentum gained on revenue and subscriber
additions in the second half of 2014. The South African operation will also accelerate its immediate capex plans to
support our medium-term growth prospects, particularly in the data area.
MTN Nigeria will focus on active subscriber management, providing more competitive offerings and improving
data usage. We continue to engage positively with the regulator. However, in Nigeria some level of uncertainty
remains with regards to the implications of the oil price and currency fluctuations, which may lead to slower
economic growth. This may result in some headwinds for the business in 2015.
Review of results (continued)

We expect the large and small opco clusters to extend the progress shown during 2014 and here again the
operations will continue to focus on non-voice revenue to drive sustainable growth, which is one of the Groups
five strategic themes.
In line with our strategic theme to create and manage stakeholder value, we will continue to evaluate
shareholder returns through our progressive dividend policy of growing dividends by between 5% and 15% a
year, as well as buying back shares on an opportunistic basis.
We remain committed to creating a distinct customer experience through increasing our 3G and LTE coverage
and improving network quality and capacity. This is of particular importance in South Africa where we will be
extending our capex programme significantly. We will continue to expand the measurement and use of our
customer satisfaction index (via net promoter scores) and tailor-make our offerings to enhance our customer
experience.
To drive long-term sustainable growth across the Group, we will increase data revenue by encouraging uptake
through increased smartphone penetration, competitive pricing, bundled services and increased speeds.
The continued rollout of MTN Mobile Money and broader financial services remains a priority with the widening
of our distribution platform and the introduction of new products and services including micro lending,
international remittances, retail payments and insurance. We continue to develop our digital offering through
focusing on local content and working with other suppliers. Through our partnership with Rocket Internet AG we
now have a platform that facilitates easier rollout.
Our enterprise business unit is well placed to provide innovative ICT solutions to corporate and SME customers,
the public sector and financial services customers. In 2015, we will focus on becoming the ICT partner of choice
to companies expanding into Africa; to governments seeking to improve engagement with their citizens; and to
companies aiming to enhance their business offering.
Transforming our operating model through cost optimisation and increasing operational efficiencies remains
another key strategic theme. Project Next!, our back-office transformation programme, is starting to gain traction
with the substantial migration of the back office functions in Ghana to the Shared Services Hub (SSH) during
the year. The programme is planned to be rolled out in another two markets in 2015. We will also continue to
streamline costs in the distribution network in some of our key markets. The commercialisation of MTNs tower
infrastructure is a major part of our efforts to optimise our network.
Innovation and best practice is another of the Groups strategic themes, and in this respect we aim to provide
leadership to drive innovation throughout our businesses, capitalising on the opportunities we have identified.
Linked to this are our efforts to ensure that every MTN operation is agile and shares best practices, including
efficient go-to-market capabilities, to maintain a competitive advantage.
Sanctions
MTN continues to work closely with all relevant authorities with regards to US and EU sanctions against Iran,
Syria and Sudan. Our international legal advisors continue to assist the Group in remaining compliant with all
applicable sanctions.

Leading the delivery of a bold new digital world
We continue working towards our Group vision to lead the delivery of a bold, new Digital World to our customers.
During 2014, we recorded progress on a number of initiatives towards achieving this.
Voice
Voice revenue contributed 61,2% to total revenue, a decline of 2,0 percentage points in the year due to aggressive
price competition and stronger growth in data services. Despite this, MTN remained competitive and maintained
market share in most key markets.
Our performance was supported by improving the quality and capacity of our voice networks across the Group
and a strong focus on improving the customer experience supported by bundled offerings, usage-based
segmentation and products. During the year, we made good progress in rolling out our customer management
toolkit, which is an effective way to track each markets customer experience metrics.
Data
Data services remain the key driver of the Groups revenue growth and increased their contribution by
3,8 percentage points to 18,7% of total revenue in 2014. In the year, the number of data users increased
by22,8% to 101,2 million as we expanded our 3G and LTE networks and stimulated the adoption and usage of
data-enabled devices and smartphones. At the end of December, we had 51,9 million 3G-enabled devices on our
network, an increase of 30,4% on the previous year.
Financial services
Our mobile financial services continue to gain greater acceptance in the market, providing an exciting mediumterm opportunity. We are focused on acquiring subscribers as well as increasing the volume of transactions and
revenue through expanding our distribution base and product range to include international remittances, saving,
lending and insurance. In 2014, we grew Mobile Money subscribers by 50,1% to 22,2 million, led by growth in
Ghana, Ivory Coast, Uganda and Benin.
Digital
MTN sees a significant opportunity to tap into the digital space on the African continent and in the Middle East.
Through our investments with Rocket Internet AG in Africa Internet Holdings (AIH) (33%) and Middle East Internet
Holdings (MEIH) (50%) we are aiming to leverage our brand, customer base, distribution network and payment
solutions (Mobile Money) in the markets where both AIH and MTN are present to deliver a range of internet
services including ecommerce retailing, as well as market place, taxi, travel, classified and food delivery services.
During 2014, AIH launched 44 new operations across 23 markets in Africa while MEIH has 11 operations in various
countries in the Middle East providing a strong base for future growth. Furthermore MTN has launched, as part
of its entertainment strategy, a host of new products and services, including MTN FrontRow, a video-on-demand
offering, which was launched in December.
Our investment in the Amadeus IV Digital Prosperity Fund also assists in identifying and evaluating digital
opportunities.
ICT
Our enterprise business unit (EBU) is well placed to becoming the ICT partner of choice to corporate and SME,
public sector and financial services customers, given our extensive infrastructure with 22 established operations
and 47 data centres across Africa and the Middle East.

During the year the EBU was centralised under the newly appointed executive, Mteto Nyati. In addition,
the acquisition of the 50% plus one share in Afrihost Proprietary Limited (Afrihost), a leading internet service
provider focused on the SME and corporate segments in South Africa, was concluded in November 2014. This, as
well as future acquisitions in this space, will be important in supporting our ambitions in this area.
Transforming our operating model

Cost optimisation remains an important area of focus and has supported our EBITDA margin expansion to 44,8%.
We rolled out Project Next! in Ghana in the year, and this is set to launch in another two markets in 2015.
The sale in recent years of our tower infrastructure in a number of countries has allowed MTN to move to a
more efficient operating environment with improved multi-tenancy and reduced costs. During the year, we
concluded a transaction whereby MTN Nigerias passive infrastructure will be transferred to an associate company.
MTN Group has retained an interest in the newly created entity and MTN Nigeria will lease back the towers for
its operations.
We also concluded previously announced tower deals in Zambia and Rwanda during the year.
We also took steps to manage costs through our centralised procurement function in Dubai, the implementation
of network managed services, streamlining of our distribution network and work to improve labour productivity
across our operations.
Financial review
Revenue
Table 1: Group revenue by country
South Africa
Nigeria
Large opco cluster
Ghana
Cameroon
Ivory Coast
Uganda
Syria
Sudan
Small opco cluster
Head office companies and eliminations
Actual
(Rm)
Restated
Prior
(Rm)
Reported
%
Organic
%
38 922
53 995
31 200
7 149
6 194
6 418
5 289
3 449
2 701
22 385
(348)
40 482
48 159
29 145
8 269
5 204
5 480
4 467
3 229
2 496
19 804
(320)
(3,9)
12,1
7,1
(13,5)
19,0
17,1
18,4
6,8
8,2
13,0
8,8
(3,9)
3,7
11,4
13,8
6,9
5,1
6,8
25,9
16,4
4,3
11,3
Total
146 154
137 270
6,4
3,2
Hyperinflation
Total reported
776
146 930
137 270
7,0
3,6

Group revenue increased by 6,4% (3,2%*) to R146 154 million despite a 3,9% contraction in the South African
operations revenue and declines in the value of the Ghanaian cedi and the Syrian pound. Revenue growth was
supported by an increase of 12,1% (3,7%*) in MTN Nigerias revenue and weakness in the rand, which had a 3,2%
positive impact on revenue.
The large opco clusters revenue increased by 7,1% (11,4%*), in line with guidance and supported by improved
revenue growth in Cameroon of 19,0% (6,9%*), Ghana of -13,5% (13,8%*), Syria of 6,8% (25,9%*) and Sudan of
8,2% (16,4%*). MTN operations in Zambia, Benin, Congo-Brazzaville and Cyprus supported the constant currency
performance of the small opco cluster.
Movements in some of the Groups major operational currencies positively impacted Group performance.
The rand weakened against the US dollar by 12,6% in the year, with a resultant average rate to the US dollar of
10,87 at end December 2014. Furthermore, the rand weakened by 7,2% against the Nigerian naira, 6,4% against
the Iranian rial and strengthened by 28,6% against the Ghanaian cedi and by 13,7% against the Syrian pound.
Table 2: Group revenue analysis***
Actual
(Rm)
Restated
Prior
(Rm)
Reported
%
Organic
%
Contribution
to revenue
%
89 378
14 919
27 317
4 518
7 890
2 132
86 757
15 367
20 504
5 364
7 541
1 737
3,0
(2,9)
33,2
(15,8)
4,6
22,7
(0,9)
(5,9)
30,9
(17,5)
4,5
19,6
61,2
10,2
18,7
3,1
5,4
1,4
Total
146 154
137 270
6,4
3,2
100,0
Hyperinflation
Total reported
776
146 930
137 270
7,0
3,6
100,0
Outgoing voice
Incoming voice
Data
SMS
Devices
Other
Outgoing voice revenue increased by 3,0% (-0,9%)* compared to the prior year and contributed 61,2% to total
revenue. Performance was negatively affected by price competition in key markets resulting in lower voice
tariffs, particularly in South Africa. Across our operations, average price per minute (APPM) declined by 12,1% in
US dollar terms.
Group data revenue (excluding SMS) increased by 33,2% (30,9%*), supported by an expanded 3G network,
strong growth in data usage and an increase in the number of smartphones and 3G-enabled devices in our
markets. Datas contribution to total revenue was 18,7%, 3,8 percentage points higher than in the previous year.
MTNSouth Africa and MTN Nigeria were the largest contributors, together accounting for 70,7% of MTN Groups
total data revenue. The majority of operations in both the large opco and small opco cluster also delivered good
data revenue growth.
Group interconnect revenue declined by 2,9% (5,9%*) following cuts in termination rates in our Nigerian and
South African operations. These came into effect in April and May respectively.

Table 3: Cost analysis***
Actual
(Rm)
Restated
Prior
(Rm)
Reported
%
Organic
% change
%
of revenue
Handsets
Interconnect
Roaming
Commissions
Revenue share
Service provider discounts
Network
Marketing
Staff costs
Other OPEX
11 926
12 574
1 016
9 794
2 131
2 257
19 174
3 434
8 800
9 528
10 744
12 646
1 170
10 246
1 745
2 506
16 554
3 610
8 670
9 917
11,0
(0,6)
(13,2)
(4,4)
22,1
(9,9)
15,8
(4,9)
1,5
(3,9)
10,5
(3,4)
(13,8)
(6,8)
37,1
(12,9)
12,3
(8,0)
(1,6)
(6,0)
8,2
8,6
0,7
6,7
1,5
1,5
13,1
2,4
6,0
6,5
Total
80 634
77 808
3,6
1,5
55,2
Hyperinflation
Total reported
541
81 175
77 808
4,3
2,1
55,2
Restated
Prior
(Rm)
Reported
%
Organic
% change
EBITDA
Table 4: Group EBITDA by country
Actual
(Rm)
South Africa
Nigeria
Large opco cluster
Ghana
Cameroon
Ivory Coast
Uganda
Syria
Sudan
Small opco cluster
12 509
31 620
11 439
2 674
2 651
2 475
2 074
651
914
8 083
1 869
14 067
29 235
10 512
3 102
2 215
2 239
1 603
561
792
6 732
(1 084)
(11,1)
8,2
8,8
(13,8)
19,7
10,5
29,4
16,0
15,4
20,1
(272,4)
(11,1)
(0,2)
11,1
10,8
7,7
(0,4)
17,4
36,5
24,1
10,5
(267,7)
Total
65 520
59 462
10,2
5,3
Hyperinflation
Tower profits
241
7 430
968
Total reported
73 191
60 430
21,1
16,2
Group earnings before interest, taxation, depreciation and amortisation and goodwill impairment (EBITDA)
increased by 10,2% (5,3%*) to R65 520 million. The Group EBITDA margin expanded by 1,5 percentage points
(pp) to 44,8%, benefiting from cost-containment initiatives throughout the Group. We continued to optimise our
distribution costs, inclusive of service provider and other commissions and marketing costs.
The Groups EBITDA margin was supported by increased margins in Uganda (3,3pp), Syria (1,5pp) and Sudan
(2,1pp). MTN South Africas EBITDA margin remained under pressure and contracted 2,6 pp.

Depreciation and amortisation
Table 5: Group depreciation and amortisation***
Depreciation
Actual
(Rm)
South Africa
Nigeria
Large opco cluster
Ghana
Cameroon
Ivory Coast
Uganda
Syria
Sudan
Small opco cluster
Head office
companies and
eliminations
Amortisation
Prior Reported
(Rm)
%
Organic
%
Actual
(Rm)
Prior Reported
(Rm)
%
Organic
%
3 436
8 816
2 969
563
468
557
512
336
533
2 654
3 329
7 788
2 778
618
428
445
442
381
464
2 372
3,2
13,2
6,9
(8,9)
9,3
25,2
15,8
(11,8)
14,9
11,9
3,2
4,5
11,6
20,6
(1,6)
13,3
4,5
3,4
23,9
2,7
662
1 038
726
115
291
180
62
28
50
538
598
791
713
102
249
177
103
30
52
404
10,7
31,2
1,8
12,7
16,9
1,7
(39,8)
(6,7)
(3,8)
33,2
10,7
21,6
0,8
49,0
4,8
(7,9)
(45,6)
10,0
3,8
22,5
249
191
30,4
19,4
267
314
(15,0)
(15,6)
Total
18 124
16 458
10,1
5,3
3 231
2 820
14,6
10,0
Hyperinflation
Total reported
138
18 262
16 458
11,0
5,8
20
3 251
2 820
15,3
10,5
Depreciation increased by 10,1% (5,3%*) to R18 124 million as a result of higher capex spend in previous years.
Amortisation costs increased by 14,6% (10.0%*), driven by increased spending on software in Nigeria, Uganda
and Cameroon
Net finance costs

Table 6: Net finance costs***
Actual
(Rm)
Prior
(Rm)
Reported
%
Organic
%
%
of revenue
of
Net interest paid/(received)

Net forex (gains)/losses
2 515
1 091
2 300
(1 066)
9,3
(202,3)
3,1
(198,6)
1,7
0,7
Total
3 606
1 234
192,2
177,3
2,4
Hyperinflation
Total reported
62
3 668
1 234
197,2
182,3
2,4
Net finance costs of R3 606 million increased sharply from the R1 234 million recorded in the comparable period
in the prior year. This was largely due to foreign currency losses in 2014 of R1 091 million which were mainly the
result of:
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10

Taxation
Table 7: Taxation***
Actual
(Rm)
Restated
Prior
(Rm)
Reported
%
Organic
%
Contribution
to taxation
%
Normal tax
Deferred tax
Capital gains tax
Foreign income and withholding
taxes
12 880
(833)
1
8 684
2 256
(1)
48,3
(136,9)
(200,0)
40,7
(135,2)
(200,0)
93,5
(6,1)
1 732
1 322
31,1
28,0
12,6
Total
13 780
12 261
12,4
7,0
100,0
Hyperinflation
Tower profits
Total reported
7
(426)
13 361
226
12 487
7,0
1,7
100,0
The Groups absolute taxation charge increased by 12,4% (7,0%*) to R13 780 million and the effective tax rate
increased to 31,1% from 29,1%. The increase is largely due to withholding tax payable as a result of increased
dividend upstreaming, the lower investment allowance deductions resulting from lower capex additions in
Nigeria as well as handset adjustments due to the voluntary change in accounting policy relating to revenue
recognition in South Africa.
Earnings
Basic headline earnings per share (HEPS) increased by 8,9%** to 1 536 cents** and attributable earnings per share
(EPS) increased by 20,0%** to 1 752 cents**.
Cash flow
Cash inflows generated by operations increased by 8,2%** to R64 628 million**. This was mostly offset by a
25,6%** increase in dividends paid of R5 058 million**, resulting in a net 0,4%** increase in cash generated by
operating activities to R27 132 million**.
Capital expenditure
Table 8: Capital expenditure analysis
Actual
(Rm)
Prior
(Rm)
Reported
%
Organic
%
5 676
8 375
5 863
1 400
862
1 185
667
357
1 392
3 888
1 440
5 835
14 298
5 805
1 690
768
830
553
892
1 072
3 809
417
(2,7)
(41,4)
1,0
(17,2)
12,2
42,8
20,6
(60,0)
29,9
2,1
245,3
(2,7)
(44,9)
5,7
9,9
1,0
28,7
4,0
(54,7)
35,7
(5,1)
241,0
Total
25 242
30 164
(16,3)
(18,0)
Hyperinflation
Total reported
164
25 406
30 164
(15,8)
(17,9)
South Africa
Nigeria
Large opco cluster
Ghana
Cameroon
Ivory Coast
Uganda
Syria
Sudan
Small opco cluster
Capex decreased by 16,3% (18,0%*) to R25 242 million, of which R517 million related to foreign currency
movements.
11

Financial position
Table 9: Net debt analysis (Rm)
Cash
and cash
equivalents
Interestbearing
liabilities
Intercompany
eliminations
Net debt/
(cash)
South Africa
Nigeria
Large opco cluster
Ghana
Cameroon
Ivory Coast
Uganda
Syria
Sudan
Small opco cluster
1 828
17 855
8 302
876
3 011
438
576
3 149
252
5 260
15 491
22 382
24 675
5 360
646
134
746
1 900
1 934
7 528
39 252
(22 382)
(1 900)
(1 900)
(4 230)
(17 406)
(1 828)
6 820
(4 842)
(230)
(2 877)
308
(576)
(3 149)
1 682
(1 962)
6 355
Total
48 736
99 197
(45 918)
4 543
The Group reported net debt of R4 543 million** at the end of 2014, compared to net debt of R352 million** at
31December 2013. This increase was due to the Group dividend payment of R20 527 million** during the year
and the raising of a $750 million Eurobond debt in Mauritius. This excludes R6 825 million (49%) of net cash in MTN
Irancell, which is accounted for on an equity basis.
Business combinations/acquisition of joint ventures

IHS Holding Limited (IHS)
Aligned to our strategic initiatives around towers we have acquired a stake in an African infrastructure holding
company, IHS, for a consideration of R5 420 million**.
Middle East Internet Holdings S.A.R.L (MEIH)
The Group and Rocket Internet AG (Rocket) have formed a joint venture, MEIH, to develop internet businesses
in the Middle East, with the Group and Rocket each being 50% shareholders. The Group invested 120 million in
the joint venture.
Africa Internet Holdings Gmbh (AIH)
The Group has acquired 33,3% of AIH for 168 million, a joint venture between Rocket and Millicom International
Cellular, to develop internet businesses in Africa. The Group, Millicom International Cellular and Rocket have each
become 33,3% shareholders in AIH.
Nashua
In November 2014, the Group acquired its Nashua Mobile subscriber base from Nashua Mobile Proprietary
Limited for R1 246 million. The acquisition of the subscriber base will enable the Group to consolidate the MTN
post-paid subscriber base into one entity and own the relationship with the subscribers.
Afrihost
In November 2014, the Group acquired 50% plus one share of Afrihost for R408 million, thereby obtaining control
of Afrihost.
12

Operational review
South Africa
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MTN South Africa delivered clear evidence of a turnaround in the second half of the year and in the fourth quarter
EBITDA increased 28,1% quarter on quarter. This was achieved despite a challenging consumer environment.
The operation increased its subscriber base by 8,9% to 28,0 million, reporting 2,7 million net additions in the
second half versus the 430 496 net disconnections recorded in the first half of the year. This was largely a result
of segmented offerings based on usage, limited duration on-net promotions such as WOW and below-the-line
advertising campaigns in the pre-paid segment. As a result, the pre-paid subscriber base increased by 9,1% to
22,6 million. The post-paid segment delivered a significantly improved performance, reporting net subscriber
additions of 414 251 for the year. This was supported by a variety of revised offers.
Total revenue declined by 3,9% to R38 922 million. This was mainly a result of a 36,0% decline in interconnect
revenue due to lower mobile termination rates (MTRs). While data revenue only increased 7,0% there was a
meaningful improvement in the fourth quarter with mobile data revenue growth of 17% when compared to
the same period last year. Fourth quarter 2014 on third quarter 2014 mobile data revenue growth was 42,3%.
Increased 3G coverage, improved smartphone adoption and tailored data bundles were the main contributors
to this growth. By year-end, data revenue contributed 23,8% of total revenue from 21,4% in 2013. The number
of smartphones on MTNs network increased by 17,8% to 5,9 million, and the number of data users increased by
20,1% to 17,1 million.
The EBITDA margin declined by 2,6 percentage points largely as a result of lower interconnect revenue, now a net
payer, and increased provisions for impairment of trade receivables amounting to R616 million from R289 million
in the previous year. Stricter credit criteria have been implemented to ensure this level of bad debts does not
reoccur. MTN South Africa continues to focus on improving profitability throughout the business and on various
cost efficiencies, including managed services and optimising the distribution network.
Capex for the period of R5 676 million was slightly lower than budget due to improved procurement processes.
During the year, we added 520 new 2G sites and 904 3G sites. The 3G population coverage improved to 87%. As a
result of improved performance in the second half (with voice traffic volumes up 31,0% year on year and growing
demand for data), we will increase capex significantly in 2015. This will be focused on improving the quality and
capacity of the 2G and 3G network and rolling out LTE.
We continue to have discussions with the authorities regarding the planned auction of 2.6 GHz and 3.5 GHz
spectrum frequency and allocations.
Nigeria
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13

MTN Nigeria grew its subscriber base by 5,5% in 2014, increasing total subscribers to 59,9 million. This was a
satisfactory performance given regulatory restrictions relating to the regulators 2013 ruling that declared MTN
Nigeria a dominant operator. Performance was underpinned by improved segmented offerings to high-value
customers and seasonal promotions aimed at growing subscribers and increasing usage. The operation reported
1,5 million net additions in the last quarter following regulatory approval of select promotional offerings from
October 2014 onwards.
Total revenue increased by 12,1% or 3,7% in constant-currency terms, below expectations, although MTNs
revenue market share remained stable. Growth in revenue was impacted by a decline in on-net traffic due
to the dominance ruling and lower-than-anticipated subscriber numbers. Data revenue continued to grow
strongly, increasing by 28,3%* to contribute 18,6% of total revenue at year-end. This was mainly a result of the
18,1% increase in data users, increased smartphone penetration and the introduction of products such as the
4.5Gsmartphone data plan.
The number of smartphones on the network increased by 51,2% to 9,3 million at the end of December. We
worked hard to improve data usage through offering innovative products and bundled packages including
MTN SME Plus, MTN Biz Plus, MTN Music+, MTN Callertunez, while harnessing e-commerce and financial service
opportunities with our online shop Jumia. MTN Nigerias Mobile Money offering, Diamond Yellow, gained
encouraging momentum and we are now exploring ways to expand the offering.
The EBITDA margin increased by 1,6 percentage points to 58,6% on a like-for-like basis (excluding the reversal
of the management fee in 2013). This was supported by cost-optimisation initiatives, including a revised
commission structure and managed services implemented during the year. In December, costs were affected by
the sale of MTN Nigerias towers to the tower company and the subsequent lease expenses incurred. This follows
the conclusion of arrangements in quarter four to transfer tower assets to a new entity that will be managed
by the telecoms infrastructure provider IHS. A total of 9 132 towers will be transferred by June 2015 of which
4 154were transferred in 2014.
During the year, MTN Nigerias capital expenditure was aimed at meeting the growing demand for data. We
rolled out 1 367 new 2G sites and 2 365 co-located 3G sites, spending R8 375 million. Although capex declined by
41,4% in the year, sufficient quality and headroom has been achieved on the network and the operation has the
flexibility to rapidly roll out as required.
To ensure compliance with regulations, MTN Nigeria rigorously monitors the KPIs set by the Nigerian
Communications Commission.
IRANCELL (Joint venture, equity accounted)

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MTN Irancell delivered a good performance, increasing its subscriber base by 6,2% to 43,9 million. This was
largely supported by segmented product offerings, successful subscriber acquisition campaigns, focused churn
management as well as the launch of 3G services.
Total revenue increased by 14,3%* compared to the prior year, supported by improved distribution in Tehran and
four other major cities, a high uptake of bolt-on packages and the expansion of the 3G network and value-added
services. The operation was awarded a 3G and LTE licence in August, which significantly enhanced data revenue
in the fourth quarter. Data revenue increased by 96,3%* and now contributes 17,6% of total revenue. MTN Irancell
now has 17,3 million active smartphones on its network and 15,1 million data users. On 22 December 2014,
the regulator passed a resolution setting the maximum tariff for data at 0.5 Iranian rial (IRR) per KB for post-paid
and 0.75 IRR per KB for pre-paid customers.
14

MTN Irancell maintained its EBITDA margin at 42,8%, supported by the management of cost increases to below
the rate of inflation.
MTN Irancell invested R6 350 million (100%) of capex during the year. It rolled out 621 LTE sites and 2 151 3G sites
to support the launch of 3G services.
Large Opco cluster

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MTN Ghanas performance was pleasing despite a weak macro-economic environment and tough competition.
We increased subscriber numbers by 7,1% to 13,9 million and maintained our market share at 50,5%.
Priceadjustments in the second half supported improvements in traffic and net additions.
Total revenue increased by 13,8%*, supported by voice and a 123,0%* growth in data revenue. Data contributed
18,8% to total revenue, underpinned by a meaningful increase in data users to approximately 8 million. The strong
growth in data was a result of improved 3G coverage, reduced data prices and a significant uptake of digital
services. MTN Mobile Money delivered a strong performance with 3,4 million registered MTN Mobile Money
customers.
MTN Ghana continues to focus on cost optimisation as the weakening of the cedi against the US dollar has resulted
in significant pressure on fuel costs and other US dollar-denominated expenses. Despite this, MTNGhanas EBITDA
margin remained relatively flat at 37,4%, largely supported by the expiration of the management fee agreement
on 31 March 2014.
During the year, MTN Ghana invested R1 400 million in the network, adding 112 3G sites and 64 2G sites.
MTN Cameroon delivered a solid performance, increasing its subscribers by 10,9% to 9,7 million. On31December,
the internal alignment of the subscriber reporting methodology resulted in the restatement of subscriber
numbers to 9,7 million, a reduction of 1,6 million subscribers. Despite this, the operation maintained its leadership
position with market share at 59,4%.
Total revenue increased by 6,9%*, supported by segmented voice and data offers focused on high-value
customers and youth. This included the successful launch of new value propositions such as MTN Hyper Booster
to stimulate on-net usage and data adoption. Data revenue increased by 35,4%*, contributing 8,1% to total
revenue. This was a good performance despite the commercial launch of a third mobile operator in September
2014 with an exclusive 3G licence. MTN Cameroon is in negotiations with the regulator to receive a 3G licence in
the first half of 2015. The operation ended the year with 1,6 million registered MTN Mobile Money customers and
continued to focus on increasing its active subscribers and transaction volumes.
MTN Cameroons EBITDA margin increased by 0,2 percentage points to 42,8% despite higher lease rental costs
following the tower transaction.
Capex amounted to R862 million. During the year, we rolled out 125 new sites in advance of the 3G licence and
made improvements to the quality and capacity of high traffic sites in the main cities.
MTN Ivory Coast delivered a strong performance despite tough competition. Subscribers increased by 13,3% to
8 million and market share increased 1,3 percentage points to 39,2%.
Total revenue increased by 5,1%*, supported by growth in data revenue. Competitive tariffs, below-the-line offers
and value-added services accelerated this growth trend. Data revenue increased by 33,7%* and now contributes
11,2% of total revenue. Total data users increased 4,4% year on year to 1,7 million. This was significantly boosted
by the first 3G sites coming on air in the country.
15

We showed good progress with MTN Mobile Money, increasing registered subscribers by 74,3% to 2,6 million at
the end of December. This was underpinned by bonus promotions on airtime and remittances between Ivory
Coast and Burkina Faso.
The operations EBITDA margin declined by 2,3 percentage points to 38,6%. Tough cost controls mitigated the
impact of leasing costs from the tower company and the new 2% levy on revenue. MTN Ivory Coast spent
R1 185 million on its capex programme, with a strong focus on 3G and fibre. During the year, we rolled out
2522G sites and 105 co-located 3G sites.
MTN Uganda increased its subscriber base by 18,0% to 10,4 million, driven by bundled voice products, improved
3G coverage and increased take up of MTN Mobile Money. We increased our market share to 56,8% despite
operating in a highly competitive market made up of six operators.
Total revenue increased by 6,8%*, supported by a 36,6 %* increase in data revenue. By year-end, data contributed
24,7% to total revenue. Data trends were supported by value-added services and enhanced marketing.
There remains significant opportunity for increased 3G penetration in the country.
MTN Mobile Money continued to perform well and recorded a 40,9% increase in registered subscribers to
7,3 million. Usage was stimulated by a wider mobile payment product range and a new enhanced technology
platform.
MTN Ugandas EBITDA margin increased by 3,3 percentage points to 39,2% thanks to strong cost control.
Capex in the year amounted to R667 million, with 157 new 2G sites and 140 co-located 3G sites rolled out,
improving quality and capacity on the network.
MTN Syria recorded a marginal increase in subscribers to 5,9 million in a very challenging operating environment.
Total revenue increased 25,9%* and data revenue continued to gather pace, increasing by 108,3%*.
Despite high inflation, MTN Syrias EBITDA margin grew by 1,5 percentage points to 18,9%. The operations
performance will remain under pressure until the crisis in the country is resolved. Some of the key challenges
remain security, transmission, power outages and insufficient fuel supply. Shortly after year-end, in January 2015,
MTN Syria was awarded a long-term freehold licence by the Syrian authorities, to December 2034. This replaces
the previous build, operate and transfer arrangement.
MTN Sudan increased subscribers by 2,6% to 9 million, in a weak economy and faced with subscriber registration
requirements. Revenue increased by 16,4%* and data revenue increased by 136,4%*, contributing 15,4% to total
revenue. The growth in data was mainly attributable to attractive data bundles. The EBITDA margin expanded by
2,1 percentage points to 33,8 % despite steep inflation. Capex in the year amounted to R1 392 million.
Small opco cluster

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The small opco cluster showed satisfactory revenue growth of 4,3%* despite a tough operating environment
impacted by the decline of oil prices and Ebola particularly in West Africa. Revenue was supported by solid growth
in Zambia, Benin, Cyprus and Congo-Brazzaville, with Liberia showing encouraging signs towards year-end.
Data revenue increased 90,7%*. This was supported by good growth in Mobile Money which recorded 5,8 million
subscribers in 8 countries at the end of December 2014.
The EBITDA margin showed encouraging expansion of 2,1 percentage points to 36,1%. This was mainly
attributable to a strong focus on cost containment and the benefit from centralised procurement.
Capex for the year amounted to R3 888 million with 473 2G and 540 co-located 3G sites added in the year.
16

Annexure
Pro forma financial information for the year ended 31 December:
(1)
Hyperinflation
and
goodwill
Actual impair2014
ment
Revenue
Other income
EBITDA
Depreciation,
amortisation and
impairment
of goodwill
Profit from operations
Net finance cost
Net monetary gain
Equity income
Profit before tax
Income tax expense
Profit after tax
Non-controlling
interests
Attributable profit
EBITDA margin
Effective tax rate
(2)
(1)
Actual
2014 excl
hyperinflation,
goodwill
impairment
and
Tower
tower
profit
profit
146 930
7 928
73 191
776
241
7 430
7 430
23 546
49 645
3 668
878
4 208
51 063
13 361
37 702
2 191
(1 950)
62
878
529
(605)
7
(612)
7 430
7 430
(426)
7 856
21 355
44 165
3 606
3 679
44 238
13 780
30 458
5 623
32 079
49,8%
26,2%
161
(773)
1 586
6 270
3 876
26 582
44,8%
31,1%
Actual Hyper2013 inflation
146 154 137 270

498
1 327
65 520 60 430
(2)
Actual
2013 excl
hyperinflation
and
Tower
tower
profit
profit
968
968
137 270
359
59 462
19 278
41 152
1 234
3 431
43 349
12 487
30 862
318
318
318
968
968
226
742
19 278
40 184
1 234
3 113
42 063
12 261
29 802
4 111
26 751
44,0%
28,8%
318
193
549
3 918
25 884
43,3%
29,1%
1) Represents the exclusion of the hyperinflation impact of certain of the Groups subsidiaries (MTN Sudan and
MTN Syria) and the Groups joint venture in Iran, being accounted for on a hyperinflationary basis in accordance
with IFRS on the respective financial statement line items affected.
In addition, the goodwill impairment charge amounting to R2 033 million, accounted for in accordance with
IFRS, has been adjusted for in the Depreciation, amortisation and impairment of goodwill line.
2) Represents the exclusion of the financial impact relating to the sale of tower assets during the financial year
on the respective financial line items impacted, which include: Tower sale profits for Nigeria R7 329 million,
Zambia R48 million, Rwanda R2 million, Ghana R20 million and the release of a deferred gain of R31 million
(2013: Cameroon R335 million, Ivory Coast R574 million, Ghana R21 million and the release of a deferred gain
of R38 million) and the relating tax impact of R426 million (2013: R226 million).
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 Groups results will continue for as long
as Syria, Sudan and Iran are considered to be hyperinflationary economies.
17

Revised subscriber net addition guidance for 2015
Actual
000
South Africa
Nigeria
Large Opco cluster
Iran
Ghana
Cameroon
Ivory Coast
Sudan
Syria
Uganda
Small Opco cluster
2 400
4 750
7 100
1 750
1100
1 500
800
750
0
1 200
3 250
Total
17 500
Any forward-looking information contained in this announcement has not been audited or reported on/reviewed
by the Companys external auditors.
Declaration of final ordinary dividend

Notice is hereby given that a gross year-end dividend of 800 cents per share for the period to 31 December
2014 has been declared payable to MTN shareholders. The number of ordinary shares in issue at the date of this
declaration is 1 847 410 539 (including 10 704 475 treasury shares).
The dividend will be subject to a maximum local dividend tax rate of 15% which will result in a net dividend of
680 cents per share to those shareholders that bear the maximum rate of dividend withholding tax of 120 cents
per share. No STC credits are available for utilisation. The net dividend per share for the respective categories of
shareholders for the different dividend tax rates is as follows:
0%
5%
7.5%
10%
12.5%
15%
800 cents per share

760 cents per share
740 cents per share
720 cents per share
700 cents per share
680 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 Limiteds 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
First trading day ex dividend on the JSE
Record date
Payment date
18
Friday, 20 March 2015

Monday, 23 March 2015
Friday, 27 March 2015
Monday, 30 March 2015

No share certificates may be dematerialised or re-materialised between Monday, 23 March 2015 and Friday,
27 March 2015, both days inclusive. On Monday, 30 March 2015, 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, 30 March 2015 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, 30 March 2015.
The MTN Board confirms that the Group will satisfy the solvency and liquidity test immediately after completion
of the dividend distribution.
For and on behalf of the Board
PF Nhleko
Chairman
RS Dabengwa
Group President and CEO
Fairland
3 March 2014
For further information on MTN results please refer to the Investor Relations section on the Groups website:
www.mtn.com/investors
19
20
01
PRELIMINARY AUDITED SUMMARY CONSOLIDATED ANNUAL

FINANCIAL STATEMENTS IN ACCORDANCE WITH INTERNATIONAL
FINANCIAL REPORTING STANDARDS (IFRS)
The Groups preliminary audited summary consolidated annual financial statements have been
independently audited by the Groups external auditors. The preparation of the Groups preliminary
audited summary consolidated annual financial statements was supervised by the Group chief financial
officer, BDGoschen, BCom, BCompt (Hons), CA(SA).
The results were made available on 4 March 2015.
21
Independent auditors report on summary

consolidated financial statements
TO THE SHAREHOLDERS OF MTN GROUP LIMITED
The summary consolidated annual financial statements of MTN Group Limited, contained in the accompanying
preliminary report, which comprise the summary consolidated statement of financial position as at 31December
2014, the summary consolidated income statement, the summary consolidated statements of comprehensive
income, changes in equity and cash flows for the year then ended and related notes are derivedfrom the audited
consolidated annual financial statements of MTN Group Limited for the year ended 31 December 2014. We
expressed an unmodified audit opinion on those consolidated annual financial statements in our report dated
3 March 2015. Our auditors report on the audited consolidated annual financial statements contained an Other
Matter paragraph: Other reports required by the Companies Act (refer below).
The summary consolidated annual financial statements do not contain all the disclosures required by International
Financial Reporting Standards and the requirements of the Companies Act of South Africa as applicable to annual
financial statements. Reading the summary consolidated annual financial statements, therefore, is not a substitute
for reading the audited consolidated annual financial statements of MTN Group Limited.
Directors responsibility for the summary consolidated annual financial statements

The directors are responsible for the preparation of these summary consolidated annual financial statements
in accordance with the requirements of the JSE Limited Listings Requirements for preliminary reports, set out
in note 3 to the summary consolidated annual financial statements, and the requirements of the Companies
Act of South Africa as applicable to summary financial statements, and for such internal control as the directors
determine is necessary to enable the preparation of summary consolidated annual financial statements that are
free from material misstatement, whether due to fraud or error.
Auditors responsibility
Our responsibility is to express an opinion on the summary consolidated annual financial statements based
on our procedures, which were conducted in accordance with International Standard on Auditing (ISA) 810,
Engagements to Report on Summary Financial Statements.
Opinion
In our opinion, the summary consolidated annual financial statements derived from the audited consolidated
annual financial statements of MTN Group Limited for the year ended 31 December 2014 are consistent, in all
material respects, with those consolidated annual financial statements, in accordance with the requirements of
the JSE Limited Listings Requirements for preliminary reports, set out in note 3 to the summary consolidated
annual financial statements, and the requirements of the Companies Act of South Africa as applicable to summary
financial statements.
Other reports required by the Companies Act

The Other reports required by the Companies Act paragraph in our audit report dated 3 March 2015 states thatas
part of our audit of the consolidated annual financial statements for the year ended 31 December 2014, we have
read the Directors report, the Audit committees report and the Company secretarys certificate for the purpose
of identifying whether there are material inconsistencies between these reports and the audited consolidated
annual financial statements. These reports are the responsibility of the respective preparers. The paragraph
states that, based on reading these reports, we have not identified material inconsistencies between these
reports and the audited consolidated annual financial statements. The paragraph furthermore states that we
have not audited these reports and accordingly do not express an opinion on these reports. Theparagraph does
not have an effect on the summary consolidated annual financial statements or our opinion thereon.
PricewaterhouseCoopers Inc.
Director: JR van Huyssteen
Registered Auditor
Sunninghill
3 March 2015
22
SizweNtsalubaGobodo Inc.
Director: SY Lockhat
Registered Auditor
Woodmead
3 March 2015
Summary consolidated
income statement
for the year ended 31 December
2014
Rm
2013*
Rm
Revenue
Other income
Direct network operating costs
Costs of handsets and other accessories
Interconnect and roaming
Staff costs
Selling, distribution and marketing expenses
Other operating expenses
146 930
7 928
(21 604)
(11 957)
(13 653)
(8 838)
(15 531)
(10 084)
137 270
1 327
(18 299)
(10 744)
(13 816)
(8 670)
(16 362)
(10 276)
EBITDA
Depreciation of property, plant and equipment
Amortisation of intangible assets
Impairment of goodwill
73 191
(18 262)
(3 251)
(2 033)
60 430
(16 458)
(2 820)
Operating profit
Net finance costs
Net monetary gain
Share of results of joint ventures and associates after tax
49 645
(3 668)
878
4 208
41 152
(1 234)
3 431
Profit before tax

Income tax expense
51 063
(13 361)
43 349
(12 487)
Profit after tax
37 702
30 862
Attributable to:
Equity holders of the Company
Non-controlling interests
32 079
5 623
26 751
4 111
37 702
30 862
1 752
1 742
1 460
1 452
Note
Basic earnings per share (cents)

Diluted earnings per share (cents)
8
8
* 2013 amounts restated, refer to notes 5 and 18.
23
Summary consolidated statement

of comprehensive income
2014
Rm
Profit after tax
Other comprehensive income after tax:
Exchange differences on translating foreign operations including
the effect of hyperinflation
2013*
Rm
37 702
30 862
2 968
11 078

2 960
8
10 179
899
Total comprehensive income
40 670
41 940
Attributable to:
35 039
5 631
36 930
5 010
40 670
41 940
This component of other comprehensive income does not attract any tax and may subsequently be reclassified to profit or loss.
24

of financial position
as at
Note
Non-current assets
31 December
2014
Rm
31 December
2013*
Rm
1 January
2013*
Rm
163 218
153 083
127 365
Property, plant and equipment

Intangible assets and goodwill
Investment in joint ventures and associates
Deferred tax and other non-current assets
87 546
36 618
25 514
13 540
92 903
37 751
12 643
9 786
73 905
32 594
10 208
10 658
Current assets
90 467
76 573
56 465
3 848
86 619
1 281
75 292
1 373
55 092
42 628
893
43 098
33 470
2 222
39 600
27 112
5 272
22 708
Total assets
253 685
229 656
183 830
Total equity
133 442
121 812
100 029
Attributable to equity holders of the Company

128 517
4 925
116 479
5 333
96 148
3 881
52 613
49 860
33 327
39 470
13 143
34 664
15 196
21 322
12 005
67 630
57 984
50 474
13 809
53 821
11 361
46 623
10 762
39 712
253 685
229 656
183 830
Non-current assets held for sale
15
Other current assets

Restricted cash
Cash and cash equivalents
Non-current liabilities
Interest-bearing liabilities
Deferred tax and other non-current liabilities
13
Current liabilities
Interest-bearing liabilities
Other current liabilities
Total equity and liabilities
13
25

of changes in equity
Note
2014
Rm
5, 18
116 479
94 569
1 579
Restated balance at 1 January

Shares issued during the year
Shares cancelled
Share buy-back
Transactions with non-controlling interests
Share-based payment transactions
Settlement of vested equity rights
Total comprehensive income
116 479
3
(^)
(2 422)
110
(209)
35 039
96 148
5
(^)
(495)
215
36 930
Profit after tax

Other comprehensive income after tax
32 079
2 960
26 751
10 179
Dividends declared
Other movements
(20 527)
44
(16 210)
(114)
Attributable to equity holders of the Company

128 517
4 925
116 479
5 333
Closing balance at 31 December
133 442
121 812
1 110
873
800
665
Opening balance at 1 January

Restatement for voluntary change in accounting policy
Dividends declared during the year (cents per share)

Dividends declared after year end (cents per share)
2013*
Rm
Amount less than R1 million.

26

of cash flows
2014
Rm
2013
Rm
Net cash generated from operating activities
27 132
27 025
Cash generated by operations

Dividends paid to equity holders of the Company
Other operating activities
64 628
(20 527)
(16 969)
59 708
(16 187)
(16 496)
Net cash used in investing activities
(25 991)
(19 835)
Acquisition of property, plant and equipment

Movement in investments and other investing activities
(19 562)
(6 429)
(24 568)
4 733
2 639
6 264
Net increase in cash and cash equivalents

Cash and cash equivalents at beginning of the year
Exchange (losses)/gains on cash and cash equivalents
Net monetary loss on cash and cash equivalents
3 780
39 577
(182)
(103)
13 454
22 539
3 584
Cash and cash equivalents at end of the year
43 072
39 577
Net cash from financing activities
27
Notes to the summary consolidated

financial statements
1.
INDEPENDENT AUDIT
The summary consolidated annual financial statements have been derived from the audited consolidated
annual financial statements. The directors of the Company take full responsibility for the preparation of
the summary consolidated annual financial statements and that the financial information has been
correctly derived from the underlying audited consolidated annual financialstatements. Thesummary
consolidated annual financial statements for the year ended 31 December 2014 have been audited
by our joint auditors PricewaterhouseCoopers Inc. and SizweNtsalubaGobodo Inc., who expressed an
unmodified opinion thereon. The auditors also expressed an unmodified opinion on the consolidated
annual financial statements from which these summary consolidated annual financial statements were
derived. A copy of the auditors report on the consolidated annual financial statements is available for
inspection at the Companys registered office, together with the financial statements identified in the
auditors report.
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
The summary consolidated annual financial statements are prepared in accordance with the
requirements of the JSE Limited Listings Requirements for preliminary reports and the requirements
of the Companies Act applicable to summary financial statements. The Listings Requirements require
preliminary reports to be prepared in accordance with the framework concepts, the measurement and
recognition requirements of IFRS, the SAICA Financial Reporting Guides as issued by the Accounting
Practices Committee, financial pronouncements as issued by the Financial Reporting Standards Council
(FRSC), and must also, as a minimum, contain the information required by IAS 34 Interim Financial
Reporting. These summary consolidated annual financial statements should be read in conjunction
with the annual financial statements for the year ended 31 December 2014, which have been prepared
in accordance with IFRS. A copy of the full set of the audited consolidated annual financial statements
is available for inspection from the Company secretary at the registered office of the Company.
4.
PRINCIPAL ACCOUNTING POLICIES

The Group has adopted all the new, revised or amended accounting pronouncements as issued by the
IASB which were effective for the Group from 1 January 2014, none of which had a material impact on
the Group.
The accounting policies applied in the preparation of the consolidated annual financial statements from
which the summary consolidated annual financial statements were derived are in terms of IFRS and
are consistent with those accounting policies applied in the preparation of the previous consolidated
annual financial statements, with the exception of the voluntary change in accounting policy in respect
of revenue recognition (notes 5 and 18).
5.
VOLUNTARY CHANGE IN ACCOUNTING POLICY

IAS 18 Revenue
Previously, the Group accounted for arrangements with multiple deliverables (i.e. multiple element
revenue arrangements) by dividing these arrangements into separate units of accounting and recognising
revenue through the application of the residual value method.
During the year under review, the Group resolved to change its accounting policy in recognising revenue
relating to these arrangements from applying the residual value method to the relative fair value method.
This change was effected by the Group on a voluntary basis.
28

financial statements (continued)
5.
VOLUNTARY CHANGE IN ACCOUNTING POLICY (continued)

IAS 18 Revenue (continued)
Previously under the residual value method, fair value was ascribed to each of the undelivered elements
(typically the service contract) and any consideration remaining (after reducing the total consideration
of the arrangement with the fair value of the undelivered elements) was allocated to the delivered
element(s) in the transaction (typically the handset). This resulted in limited amounts of revenue being
allocated to the elements delivered upfront (i.e. the handset). Under the relative fair value method, the
consideration received or receivable is allocated to each of the elements (delivered and undelivered)
according to the relative fair value of the elements included in the arrangement.
The Group believes that the change results in more relevant and reliable information being presented
in respect of revenue recognised in relation to multiple element revenue arrangements, as revenue
is now being recognised in relation to each of the elements delivered and to be delivered based on
therelativefair value of the relating elements in relation to the total consideration received or receivable.
The new accounting policy also results in an improved correlation between the recognition of revenue
and associated costs and also aligns the Groups policy more closely with the requirements of IFRS 15
Revenue from Contracts with Customers which is effective for periods commencing on 1 January 2017.
As required in terms of IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors, the change
inaccounting policy was applied retrospectively which resulted in an increase in revenue, other operating
and incometaxexpenses, trade and other receivables, non-current loans and other receivables, equity
and deferred tax liabilities in prior years. The impact on the Groups financial results and position is
disclosed in note 18.
6.
FINANCIAL INSTRUMENTS
The carrying amounts of all financial instruments measured at amortised cost closely approximate fair
value.
7.
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.
Thereportable segments are geographically differentiated regions and grouped by their relative size.
Operating results are reported and reviewed regularly by the Group executive committee and include
items directly attributable to a segment as well as those that are attributed on a reasonable basis, whether
from external transactions or from transactions with other Group segments. EBITDA is used as a measure
of reporting profit or loss for each segment.
During the year under review, the Group executive committee resolved to review segment results on
a basis excluding profits realised in respect of the sale of towers during the respective financial year.
Inaddition, Irancell Telecommunication Company Services (PJSC), which previously formed part of the
large opco cluster in terms of the segmental presentation of financial results, is now presented to the
Group executive committee on a standalone basis. Due to the change in the segment information
presented to the Group executive committee during the current financial year, the comparatives were
adjusted accordingly.
29

2014
Rm
7.
SEGMENT ANALYSIS (continued)

REVENUE
South Africa
Nigeria
Large opco cluster
Ghana
Cameroon
Ivory Coast
Uganda
Syria^
Sudan^
Small opco cluster
Major joint venture Iran
Hyperinflation impact
Iran revenue exclusion
2013*
Rm
38 922
53 995
31 200
40 482
48 159
29 145
7 149
6 194
6 418
5 289
3 449
2 701
8 269
5 204
5 480
4 467
3 229
2 496
22 385
11 631
(348)
776
(11 631)
19 804
9 514
(320)
(9 514)
146 930
137 270
Irancell Telecommunication Company Services (PJSC) proportionate revenue is included 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 impact of
hyperinflation of R1 655 million (December 2013: R1 714 million).
^
Excludes the impact of hyperinflation of: Syria R434 million (December 2013: Nil), Sudan R342 million (December 2013: Nil).
30

2014
Rm
7.
SEGMENT ANALYSIS (continued)

EBITDA
South Africa
Nigeria
Large opco cluster
Ghana
Cameroon
Ivory Coast
Uganda
Syria^
Sudan^
Small opco cluster
Major joint venture Iran
Hyperinflation impact
Tower sale profits#
Iran EBITDA exclusion
EBITDA
Depreciation, amortisation and impairment of goodwill
Net finance cost
Net monetary gain
Share of results of joint ventures and associates after tax
Profit before tax
2013*
Rm
12 509
31 620
11 439
14 067
29 235
10 512
2 674
2 651
2 475
2 074
651
914
3 102
2 215
2 239
1 603
561
792
8 083
4 982
1 869
241
7 430
(4 982)
6 732
4 075
(1 084)
968
(4 075)
73 191
(23 546)
(3 668)
878
4 208
60 430
(19 278)
(1 234)
3 431
51 063
43 349
Irancell Telecommunication Company Services (PJSC) proportionate EBITDA is included 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 positive impact
of hyperinflation of R776 million (December 2013: R739 million).
^
Excludes the positive impact of hyperinflation of: Syria R111 million (December 2013: Nil), Sudan R130 million (December
2013: Nil).
#
Tower sale profits for the year include: Nigeria R7 329 million, Zambia R48 million, Rwanda R2 million, Ghana R20 million and
release of deferred profit of R31 million (2013: Cameroon R335 million, Ivory Coast R574 million, Ghana R21 million and release
of deferred profit of R38 million).
31

8.
EARNINGS PER ORDINARY SHARE

Number of ordinary shares in issue
At end of the year (excluding MTN Zakhele and treasury shares*)
Weighted average number of shares
Shares for earnings per share
Add: dilutive shares
MTN Zakhele shares issued
Share schemes
Shares for dilutive earnings per share
2014
2013
1 822 213 500
1 832 845 805
1 831 196 131
1 832 729 584
7 192 687
2 865 069
6 740 791
2 988 671
1 841 253 887
1 842 459 046
* Treasury shares of 11 649 825 (December 2013: 23 402 918) held by the Group and MTN Zakhele options of 14 492 564
(December 2013: 17 030 125) have been excluded from this reconciliation.
2014
Rm
Reconciliation between profit attributable to the equity holders of the
Company and headline earnings
Profit after tax
Net profit on disposal of non-current assets held for sale
Net loss on disposal of property, plant and equipment
and intangible assets
Net impairment/(reversal of impairment) of property, plant and
equipment and intangible assets
Realisation of deferred gain
Loss on disposal of investment in joint venture
Realisation of deferred gain on disposal of non-current assets held
for sale
Impairment of goodwill
32 079
(6 237)
2013*
Rm
26 751
(510)
63
34
565
(364)
15
(20)
(357)
(31)
2 033
(38)
Basic headline earnings
28 123
25 860
Earnings per share (cents)

Basic
Basic headline
1 752
1 536
1 460
1 411

Diluted
Diluted headline
1 742
1 527
1 452
1 404
Headline earnings are calculated in accordance with circular 2/2013 Headline Earnings as issued by the South African Institute
of Chartered Accountants at the request of the JSE Limited.
*
2013 amounts restated, refer to notes 5 and 18.
32

9.
2014
Rm
2013
Rm
SHARE OF RESULTS OF JOINT VENTURES AND ASSOCIATES

AFTER TAX
4 208
3 431
Irancell Telecommunication Company Services (PJSC)

Others
4 113
95
3 115
316
25 406
30 164
932
1 023
10.
CAPITAL EXPENDITURE INCURRED
11.
CONTINGENT LIABILITIES
12.
AUTHORISED CAPITAL EXPENDITURE FOR PROPERTY,

PLANT AND EQUIPMENT AND SOFTWARE
29 693
26 151
INTEREST-BEARING LIABILITIES
Bank overdrafts
Current borrowings
26
13 783
23
11 338
Current liabilities
Non-current borrowings
13 809
39 470
11 361
34 664
53 279
46 025
13.
14.
ISSUE AND REPAYMENT OF DEBT AND EQUITY SECURITIES

During the year under review the following entities raised and repaid significant debt instruments:
MTN Nigeria Communications Limited (MTN Nigeria) raised R2,0 billion additional debt through an
export credit facility and a vendor finance facility.
MTN Nigeria repaid R1,9 billion relating to an export credit facility.
MTN Holdings Proprietary Limited (MTN Holdings) raised R2,3 billion additional debt through a
syndicated loan facility, R1,0 billion through a revolving credit facility, R2,0 billion through a long-term
loan and R10,7 billion through short-term general borrowings.
MTN Holdings repaid R1,3 billion relating to long-term borrowings and R12,0 billion relating to short-term
general borrowings.
MTN International (Mauritius) Limited (MTN Mauritius) raised R3,3 billion debt through a revolving
credit facility.
MTN Mauritius repaid R3,3 billion relating to the revolving credit facility.
In accordance with the Domestic Medium Term Note Programme previously established by MTN Holdings,
the Group issued no Senior Unsecured Zero Coupon Notes in the current year (2013: R3,9 billion).
R2,4billion (2013: R6,0 billion) has been repaid in terms of the Domestic Medium Term Programme during
the year.
MTN (Mauritius) Investments Limited issued USD750 million Guaranteed Notes which are due on
11November 2024. Interest is payable semi-annually in arrears at 4,755% per annum.
During the year, MTN Holdings acquired 10 704 475 shares in theordinary share capital of the Company
for an amount of R2,4 billion bringing the cumulative repurchase to 1,8% of issued shares since 2011.
The shares so acquired are fully paid up and are held astreasury shares. There were no share buy-back
transactions during 2013.
33

15.
NON-CURRENT ASSETS HELD FOR SALE

The Group entered into a transaction with IHS Holding Limited (IHS) for the disposal of 9 132 mobile
network towers by MTN Nigeria. Tranche 1 of the transaction constituting 4 154 towers was concluded
during the year with tranche 2 constituting 4 978 towers expected to close independently during the
second quarter of 2015, subject to customary closing conditions.
The Group retained an interest in the tower business and MTN Nigeria will be the anchor tenant on
commercial terms on the towers for an initial term of 10 years.
In addition, the Group concluded transactions with IHS in which IHS acquired 550 mobile network towers
from MTN Rwandacell Limited (MTN Rwanda) for USD48 million and 748 towers from MTN (Zambia)
Limited (MTN Zambia) for USD57 million. IHS is a 100% shareholder of the tower companies set up in
each country to manage the towers and other passive infrastructure. MTN Rwanda and MTN Zambia will
be the anchor tenants on commercial terms on the towers for an initial term of 10 years.
16.
BUSINESS COMBINATIONS AND ACQUISITION OF JOINT VENTURES

Middle East Internet Holding
The Group and Rocket Internet have formed a joint venture, Middle East Internet Holding (MEIH),
to develop internet businesses in the Middle East, with the Group and Rocket Internet being 50%
shareholders in MEIH. The Group invested EUR120 million consisting of a EUR40 million cash payment
and EUR80 million contingent consideration into MEIH. The transaction closed on 20 May 2014.
Acquisition of Africa Internet Holding
The Group has acquired 33,3% of Africa Internet Holding (AIH) for EUR168 million, a joint venture
between Rocket Internet and Millicom International Cellular, to develop internet businesses in Africa.
TheGroup, Millicom International Cellular and Rocket Internet have each become 33,3%shareholders in
AIH. The transaction closed on 1 July 2014.
Afrihost
In November 2014 , the Group acquired 50% plus one of the share capital of Afrihost Proprietary Limited
(Afrihost) for R408 million, thereby resulting in the Group obtaining control of Afrihost. Control over Afrihost
will enable the Group to drive its accelerated SME strategy and provide scale for the Groups virtual market,
content and cloud offering. Net identifiable assets acquired of R179 million and non-controlling interests
of R90 million resulted in goodwill of R319 million determined on a provisional basis.
Nashua
In November 2014, the Group acquired its Nashua Mobile subscriber base from Nashua Mobile Proprietary
Limited for R1246 million. The acquisition of the subscriber base will enable the Group to consolidate
the MTN postpaid subscriber base into one entity and own the relationship with the subscribers.
Net identifiable assets acquired of R721 million resulted in goodwill of R525 million determined on a
provisional basis.
34

17.
EVENTS AFTER REPORTING PERIOD

Syria freehold licence
MTN Syria (JSC) (MTN Syria) operated under a contractual service arrangement granted and controlled
by the Syrian Telecommunication Establishment (STE). The contract known as Build, Operate and
Transfer (BOT) provided for revenue sharing between MTN Syria and the STE and required the handing
over of the network to the STE at the end of the licence period. Subsequent to the reporting period, the
Group concluded its negotiations with the STE for a freehold licence. This resulted in the termination
of the BOT contract and acquisition of a freehold licence with a term of 20 years with effect from
1 January 2015. The initial licence fee of SYP25 billion was funded through cash balances maintained
within the local operation.
Dividends declared
Dividends declared at the board meeting held on 3 March 2015 amounted to 800 cents per share.
18.
18.1
IMPACT OF THE IAS 18 VOLUNTARY CHANGE IN ACCOUNTING POLICY (IAS 18 Revenue)

Income statement
31 December 2013
Adjustments
for change in
Previously
accounting
reported
policy
Restated
Rm
Rm
Rm
Revenue
Other operating expenses
EBITDA
Income tax expense
Profit after tax
Basic earnings per share (cents)
Basic headline earnings per share (cents)
Diluted headline earnings per share (cents)
136 495
(10 143)
59 788
(12 307)
30 400
1 434
1 386
1 427
1 378
775
(133)
642
(180)
462
26
25
25
26
137 270
(10 276)
60 430
(12 487)
30 862
1 460
1 411
1 452
1 404
35

18.
18.2
IMPACT OF THE IAS 18 VOLUNTARY CHANGE IN ACCOUNTING POLICY (IAS 18 Revenue) (continued)
Statement of financial position
31 December 2013
1 January 2013
AdjustAdjustments for
ments for
change in
change in
Previously accounting
Previously accounting
reported
policy Restated
reported
policy Restated
Rm
Rm
Rm
Rm
Rm
Rm
Non-current assets
Deferred tax and other
non-current assets
Current assets
Other current assets
7 613
2 173
9 786
9 055
1 603
10 658
32 808
662
33 470
26 522
590
27 112
Total assets
226 821
2 835
229 656
181 637
2 193
183 830
Total equity
119 771
2 041
121 812
98 450
1 579
100 029
Attributable to equity
holders of the Company
114 438
2 041
116 479
94 569
1 579
96 148
14 402
794
15 196
11 391
614
12 005
226 821
2 835
229 656
181 637
2 193
183 830
Non-current liabilities
Deferred tax and other
non-current liabilities
Total equity and liabilities
36
Administration
Registration number: 1994/009584/06
ISIN: ZAE000042164
Share code: MTN
MTN Group sharecare line

Toll free: 0800 202 360 or +27 11 870 8206
if phoning from outside South Africa
Board of Directors
PF Nhleko***
RS Dabengwa*
BD Goschen*
KP Kalyan***
AT Mikati**
MJN Njeke***
KC Ramon***
JHN Strydom**
AF van Biljon***
F Titi***
J van Rooyen***
MLD Marole***
NP Mageza***
A Harper#***
Lebanese
#
British
*
Executive
**
Non-executive
***
Independent non-executive director
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
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
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
37

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MTN GROUP LIMITED

Data revenue increase

to R27 317 million

R146 154 million

R65 520 million

EBITDA margin increased

per share with total dividend of

Review of results (continued)

Review of results (continued)

Review of results (continued)

Transforming our operating model

Review of results (continued)

Review of results (continued)

Review of results (continued)

Net finance costs

Net interest paid/(received)

Review of results (continued)

Review of results (continued)

Business combinations/acquisition of joint ventures

Review of results (continued)

Review of results (continued)

IRANCELL (Joint venture, equity accounted)

4VCTDSJCFSTJODSFBTFE UP NJMMJPO

Review of results (continued)

Large Opco cluster

4VCTDSJCFSTJODSFBTFE UP NJMMJPO

Review of results (continued)

Small opco cluster

4VCTDSJCFSTJODSFBTFE UP NJMMJPO

Review of results (continued)

Actual Hyper2013 inflation

146 154 137 270

Review of results (continued)

Declaration of final ordinary dividend

800 cents per share

Friday, 20 March 2015

Review of results (continued)

PRELIMINARY AUDITED SUMMARY CONSOLIDATED ANNUAL

Independent auditors report on summary

Directors responsibility for the summary consolidated annual financial statements

Other reports required by the Companies Act

Profit before tax

Profit after tax

Basic earnings per share (cents)

* 2013 amounts restated, refer to notes 5 and 18.

Summary consolidated statement

Equity holders of the Company

Total comprehensive income

Summary consolidated statement

Property, plant and equipment

Attributable to equity holders of the Company

Non-current assets held for sale

Other current assets

* 2013 amounts restated, refer to notes 5 and 18.

Summary consolidated statement

4VCTDSJCFSTJODSFBTFE UP NJMMJPO

4VCTDSJCFSTJODSFBTFE UP NJMMJPO

4VCTDSJCFSTJODSFBTFE UP NJMMJPO