SENS Note - 26 August 2010

MTN - MTN Group Limited - Dealing in securities by a director

MTN MTN MTN - MTN Group Limited - Dealing in securities by a director, company secretary and director of a major subsidiary MTN Group Limited (Incorporated in the Republic of South Africa) Registration Number 1994/009584/06 Share code: MTN ISIN: ZAE000042164 ("MTN Group") DEALING IN SECURITIES BY A DIRECTOR, COMPANY SECRETARY AND DIRECTOR OF A MAJOR SUBSIDIARY In compliance with paragraphs 3.63 - 3.74 of the Listings Requirements of JSE Limited we hereby disclose the following share dealings in MTN Group securities by the under mentioned director, company secretary and director of a major subsidiary Name of Director: Mr PF Nhleko Date of transactions: 24 August 2010 Number of share appreciation 413 120 rights exercised: Offer price (per share): R71.00 Number of shares received in 174 458 respect of appreciation rights exercised: Total value of appreciation R29 331 520.00 rights exercised: Offer date: 21 November 2006 Vesting periods: 20% of total allocation on 21 November 2008 20% of total allocation on 21 November 2009 60% of total allocation on 30 June 2010* Sale price (per share): R122.00 Number of shares sold: 174 458 Total value of shares sold: R21 283 876.00 Class of security: Ordinary shares of 0.01 cents each Nature of transactions: Exercise of share appreciation rights, as well as the purchase of shares on market following the exercise of share appreciation rights and the subsequent sale of shares by a director Nature of interest: Direct Beneficial As approved at the annual general meeting of MTN Group held on 13 June 2007. Name of Company Secretary: Ms SB Mtshali Date of transactions: 24 August 2010 Number of share appreciation 15 900 rights exercised: Offer price (per share): R56.83 Number of shares received in 8 548 respect of appreciation rights exercised: Total value of appreciation R903 597.00 rights exercised: Offer date: 31 May 2006 Vesting periods: 20% of total allocation on 31 May 2008 20% of total allocation on 31 May 2009 30% of total allocation on 31 May 2010 30% of total allocation on 31 May 2011 Sale price (per share): R122.30 Number of shares sold: 8 548 Total value of shares sold: R1 045 420.40 Class of security: Ordinary shares of 0.01 cents each Nature of transactions: Exercise of share appreciation rights, as well as the purchase of shares on market following the exercise of share appreciation rights and the subsequent sale of shares by a company secretary Nature of interest: Direct Beneficial Name of Director of a major Ms J Desai subsidiary: Date of transactions: 24 August 2010 Number of share appreciation 41 000 rights exercised: Offer price (per share): R71.00 Number of shares received in 17 314 respect of appreciation rights exercised: Total value of appreciation R2 911 000.00 rights exercised: Offer date: 21 November 2006 Vesting periods: 20% of total allocation on 21 November 2008 20% of total allocation on 21 November 2009 30% of total allocation on 21 November 2010 30% of total allocation on 21 November 2011 Sale price (per share): R122.30 Number of shares sold: 17 314 Total value of shares sold: R2 117 502.20 Class of security: Ordinary shares of 0.01 cents each Nature of transactions: Exercise of share appreciation rights, as well as the purchase of shares on market following the exercise of share appreciation rights and the subsequent sale of shares by a director of a major subsidiary Nature of interest: Direct Beneficial Prior clearance to deal in these shares was obtained in accordance with MTN`s policy with regard to director`s dealings as well as the Listing Requirements of JSE Limited. Fairland 26 August 2010 Sponsor Deutsche Securities (SA) (Pty) Limited Date: 26/08/2010 17:01:01 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited (`JSE`). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.