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All about MTN
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Welcome to our 2025 Integrated Report
Our reporting suite
Our approach to integrated thinking and value creation
Our approach to materiality
About this report
An overview of MTN Group
Where we operate and how we perform
Views from our Chairman
Q&A with the Group President and CEO
Q&A with the Group CFO
Key financial tables
Our market context
Operational performance summary
Our outlook
Investment case – Transforming Africa's growth potential

How we create and preserve value
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Creating and preserving value through our business model
Outcomes and trade-offs
Material matters impacting value creation
Social, Ethics and Sustainability Committee Chair's review
Stakeholders with whom we partner to create value
Audit Committee Chair’s review
Risk Management and Compliance Committee Chair’s review
How we manage risk
Top risks to value creation
Delivering value through our strategy
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Finance and Investment Committee Chair’s review
Our Ambition 2030 strategy
Meaningful value delivered by Ambition 2025
Our strategic performance dashboard
Connectivity
Fintech
Digital infrastructure
Create shared value

Governance and remuneration
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Directors' Affairs and Governance Committee Chair’s review
Governance in support of value creation
Our Board of Directors
Governance in support of value creation
Our Executive Committee
Human Capital and Remuneration Committee Chair's review
Remuneration Report summary
Definitions for assured non-financial data
Independent assurance practitioner’s limited assurance report
Glossary
Administration
Governance and remuneration

Remuneration Report summary

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The remuneration philosophy, policies, and framework are integral to our human resources (HR) strategy, ensuring that the remuneration of executive leadership (including executive directors and prescribed officers) and all employees is closely aligned with our overarching business objectives.

Remuneration principles

The remuneration policy is underpinned by the following principles:

  • Strategic alignment: Remuneration serves as an enabler of strategic objectives, directly linking compensation to the achievement of these goals.
  • Shareholder value: Aligning the interests of the company with those of its shareholders, supporting sustainable value creation and long‑term shareholder returns.
  • Strong governance: Ensuring accountability, transparency, and strict adherence to regulatory standards in all compensation decisions.
  • Ethical conduct: Embedded throughout, ensuring that remuneration practices reflect our values and promote responsible, ethical conduct.
  • Equity and inclusion: We are committed to equitable remuneration practices that prevent disparities based on gender, race or other characteristics, thereby fostering a diverse and inclusive environment.
  • Performance linked: Compensation is closely linked to individual, team, and company performance, aligning rewards with the achievement of both short-term and long-term business objectives to drive sustained success.
  • Cultural reinforcement: The policy reinforces our culture and core values by recognising and rewarding behaviours that support an output-driven organisation.
  • Transparent communication: Promoting clear, consistent communication at all levels, ensuring alignment across operating units while allowing for necessary differentiation.

The overall pay mix for executive directors and prescribed officers is weighted towards performance-based variable pay. This approach aims to achieve alignment with the long-term strategy and value creation for shareholders. Variable pay consists of short-term incentive (STI) outcomes determined over a 12-month period, weighted 70% towards company performance and 30% towards team performance. The LTI focuses on a three-year period with performance metrics aligned to long-term value creation and sustainability.

Pay mixes are reviewed against external market benchmarks to remain competitive and attract and retain talent. No changes to pay mix structures were made in the reporting period.

For further detail about the MTN remuneration framework and awards to executive directors, prescribed officers and fees to non-executive directors can be found in our REM.
Our total reward framework

Total remuneration framework

Annual fixed package
Fixed
pay
Based on grade market pay levels (general and industry specific) and experience.
Benefits
Retirement fund, disability and death plans and medical aid (all based on flexible contribution levels and an MTN contribution).
Short‑term incentives
Annual
performance bonus
Annual incentive awards based on the achievement of a combination of company, and team performance (as applicable).
Long‑term incentives
Share plan
allocations and
awards
Long-term incentive awards based on the Company's success in implementing its objectives.
Additional rewards
In-kind
benefits
Employer provided benefits such as lifestyle benefits etc...
Recognition
Rewarding required actions and behaviours between employees within and across the business.
Workplace
flexibility
Maintaining employee job satisfaction and achieving a balance of demands and quality of life through the 'Anywhere, Anytime' flexible workplace policy.

Components

      

Purpose

  

Key features

  

Eligibility

  

Policy
                   
Annual fixed package     To attract and retain talent and remunerate employees for work performed.  
  • Fixed pay
  • Fixed benefits
   All employees  
  • Fixed pay determined based on the job specification and market benchmarks.
  • Reviewed annually to ensure competitiveness and alignment with the company's financial position.
  • Serves as a reference for calculating company benefits, incentive payments, and structured allowances
Short-term incentives     To recognise employee contributions to business performance and share in the company's success, aligning with our pay-for-performance philosophy.  
  • Annual performance bonuses
  • Sales commission
   All employees  
  • Reward employees for achieving a balanced mix of specific performance targets, including financial metrics, strategic objectives and team performance.
  • Determination is based on company performance and team performance.
Long-term incentives     To align employee interests with those of shareholders by linking rewards to sustained company performance. Fosters long-term commitment, with vesting over a three-year period.  
  • Performance share plan (PSP)
  • Notional share options scheme (NSO)
  • Employee share ownership plan (ESOP)
  
  • PSP - executives and selected management
  • NSO – non-executive managerial‑level employees across markets
  • ESOP – employees at lower levels in listed markets
  
  • Awards are contingent upon the achievement of long-term performance metrics, and other relevant financial indicators.
  • Vesting occurs after a three-year period.
Additional rewards     To promote holistic wellbeing, recognise high performers, and reinforce desired behaviours.  
  • Mental, physical, and financial wellness programmes
  • Recognition programmes
  • Workplace flexibility
  • Lifestyle benefits
   All employees  
  • A structured framework promoting mental resilience, physical health, financial stability, and engagement.
  • Recognition initiatives designed to motivate employees and foster a culture of appreciation.
  • Workplace flexibility initiatives support work-life balance and productivity.
                   

2025 summary single-figure remuneration

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Below are the details of the single-figure remuneration, representing amounts actually paid or vested during FY 2025 and FY 2024.

  Executive Months in service Earnings (including benefits)
R'000		 STI
R'000		 LTI vesting
R'000		 FY 2025 total remuneration~
R'000		 FY 2024 total remuneration~
R'000		  
  RT Mupita 12 21 405 29 537 48 371 99 313 64 751  
  TBL Molefe 12 12 737 17 112 22 172 52 021 33 625  
  C Molapisi 10# 9 855 11 250 20 690 41 795 26 333  
  F Moolman 2# 1 930 1 981 14 121 18 032 –  
  K Toriola^ 12 17 929 15 183 23 885 56 997 35 358  
  E Asante 12 18 203 16 231 17 517 51 951 37 765  
~ The increase in Total Remuneration between FY 2024 and FY 2025 is primarily attributable to the vesting of Long-term incentives (LTI) and the increase in share price, which was R124.60 in the FY 2024 vesting and R202.20 in the FY 2025 vesting. Furthermore, the increase in company performance weighting to 70% for all executives, combined with strong Group performance, resulted in higher STI payouts.
# Charles and Ferdi’s earnings and STI amounts reflect only the periods during which they served as prescribed officers in FY 2025 and do not represent a full financial year.
^ The LTI vesting includes both MTN Nigeria and Group shares.
remuneration report

Shareholdings of executive directors and prescribed officers

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As required under the minimum shareholding requirement (MSR), the personal shareholding and value of shares for each executive director and prescribed officer is reflected below.

shareholdedr
shareholdedr
Executive  Requirement
as % of AFP 		 Required
minimum
shareholding
(R'000) [a] 		 Required
minimum
shareholding
(R'000) [b] 		 Actual value of
shares as a %
of requirement
(c = b/a)		 Comment 
RT Mupita  2.50  39 774  269 611  6.78  Executive exceeded the requirement 
TBL Molefe  1.75  16 100  39 954  2.48  Executive exceeded the requirement 
C Molapisi  1.50  9 450  18 956  2.01  Executive exceeded the requirement 
F Moolman  1.50  12 300  14 857  1.21  Executive exceeded the requirement 
K Toriola^  1.50  14 834  43 647  2.94  Executive exceeded the requirement 
E Asante^  1.50  15 136  20 686  1.37  Executive exceeded the requirement 
^ Both Karl and Ebenezer hold shares in MTN Nigeria and Scancom (MTN Ghana), respectively.

The values outlined above are calculated as a percentage of the executive's salary as at the policy commencement date of 1 January 2021. The current shareholding position may differ from previously reported figures due to salary corrections applied for MSR purposes. This position includes shares retained following the 2025 PSP vesting.

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