SENS Note - 20 August 2010

MTN report on proceedings at general meeting

Shareholders were referred to the announcement released on SENS on Thursday, 15 July 2010 and in the press on Friday, 16 July 2010 and the circular to shareholders dated Wednesday, 28 July 2010 (the "circular") relating to MTN's proposed R8.1 billion broad-based black economic empowerment ("BEE") transaction ("MTN BEE transaction") and employee share ownership plan ("ESOP"). At the general meeting of shareholders held on Friday, 20 August 2010 (the "meeting"), the ordinary and special resolutions proposed at the meeting, details of which were contained in the circular, were approved by the requisite majority of votes. The implementation of the MTN BEE transaction remains conditional upon the fulfilment or waiver (where applicable) by 30 November 2010 of the conditions in the relevant transaction agreements, as set out in the circular. Although the ESOP is not conditional on the MTN BEE transaction, and will be implemented on a date to be set by the MTN board, it is proposed to implement the ESOP at the same time that the MTN BEE transaction is implemented.

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