SENS Note - 07 June 2007

MTN -- notice of AGM and resolution number five

MTN's twelfth annual general meeting ("AGM") has been convened for Wednesday, 13 June 2007 at 14:30. Shareholders are referred to the notice of AGM, dated 17 May 2007, which sets out the resolutions to be proposed at the AGM. Both the notice of AGM and the form of proxy in respect to the AGM provide for the consideration and passing of the resolutions "with or without modification". Shareholders are informed that resolution number 5 contained in the notice of AGM will be proposed at the AGM with certain modifications. The resolution to be proposed will be as follows: "It is hereby RESOLVED THAT the MTN Group Board may direct the Trustees of the MTN Group Share Trust to change such Vesting dates and the extent of Vesting in the case of the current MTN Group President and CEO, provided always that the changes do not allow him to exercise the Share Appreciation Rights (SARs) granted to him prior to the expiry of three years from the Date of Grant." The effect of the modification proposed to resolution number 5 is to allow the MTN board to accelerate the vesting dates for the SARs granted to the MTN President and CEO. The amendment to the provisions of the MTN Group Share Incentive Scheme will not apply to all participants and will only allow for changes to the vesting dates and extent of the vesting on the basis that the changes do not allow the MTN President and CEO to exercise the SARs prior to the expiry of three years from date of grant. The proposed new vesting terms will allow for the alignment of the vesting dates with the new 3 year term service contract entered into between MTN and the MTN President and CEO.

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