SENS Note - 28 March 2014

MTN no change statement & AGM notice

Shareholders are advised that the Company's integrated report for the year ended 31 December 2013 was issued to shareholders on 28 March 2014 and includes the annual financial statements ("AFS"). The information is unchanged from the summarised consolidated financial results released on SENS on Wednesday, 5 March 2014. The AFS are jointly audited by PricewaterhouseCoopers Inc. and SizweNtsalubaGobodo Inc. Their unqualified report is available for inspection at the registered offices of the Company. Annual General Meeting The nineteenth annual general meeting ("AGM") of shareholders of MTN will be held in the Auditorium, Phase II, level 0, 216 " 14th Avenue, Fairland, Gauteng, on Tuesday, 27 May 2014 at 14:30 (South African time), to consider and, if deemed fit to pass, with or without modification, the ordinary and special resolutions set out in the notice of the AGM and to deal with such other business as may lawfully be dealt with at the AGM. Salient dates The record date by when persons must be recorded as shareholders in the securities register of the Company in order to be entitled to receive the notice of AGM is Friday, 14 March 2014. The record date in order to be recorded as a shareholder in the securities register of the Company to be entitled to participate in and vote at the AGM is Friday, 16 May 2014. Therefore the last day to trade to be recorded in the securities register of the Company as a shareholder on the aforementioned record date is Friday, 9 May 2014. The Proposed Specific Repurchase Of Shares - Terms of the Specific Repurchase As reported to shareholders in announcements released on the SENS on 7 March 2012 and 6 March 2013, MTN Telephone Networks Holdings (Pty) Ltd. ("MTN Holdings") a wholly-owned subsidiary of MTN, purchased a total of 22 337 752 MTN shares in terms of general authorities granted annually to MTN and its subsidiary companies by the shareholders of MTN and to MTN Holdings by its shareholder, MTN. As at 10 March 2014 the 22 337 752 MTN shares, which are held as treasury shares by MTN Holdings, constitute 1.19% of the issued share capital of MTN. The board of directors of MTN has resolved that MTN repurchase the 22 337 752 MTN shares held by MTN Holdings as treasury shares ("the Specific Repurchase") in order to eliminate circular dividends flows and accounting complexities arising from treasury shares and also eliminate a circular flow of Secondary Tax on Companies ("STC") credit balance. The Specific Repurchase will be entered into at the closing market price per MTN Group share on the business day prior to the effective date of the Specific Repurchase, with a maximum price authorised by the directors of MTN of R208.73 per MTN share which is a premium of 4.76% to the weighted average traded price of R198.80 per MTN share over the 30 business days prior to Tuesday, 4 March 2014, being the day on which the board of directors of MTN approved the Specific Repurchase. The amount of R208.73 was the highest envisaged purchase price at which the board of directors of MTN was comfortable to execute the share repurchase from MTN Holdings. Shareholder approval to be sought at the AGM In order to effect the Specific Repurchase, it is necessary for the shareholders of MTN to pass a special resolution in accordance with the provisions of the Companies Act, No 71 of 2008 as amended, and in terms of the requirements of the Listings Requirements of the JSE ("Listings Requirements") and clause 169 of the MTN Memorandum of Incorporation. The special resolution and further details relating to the Specific Repurchase are set out in the notice of the AGM and the appendix to the notice of AGM. Once the Specific Repurchase is approved, the 22 337 752 MTN shares will be repurchased, cancelled as issued shares, restored to the status of authorised but unissued shares in the share capital of MTN and delisted from the JSE. There shall be no treasury shares held by MTN Holdings following the implementation of the Specific Repurchase. The financial effects of the Specific Repurchase As the Specific Repurchase will constitute an intra-group transaction and the financial effect on Man's earnings per share, headline earnings per share, net asset value per share and net tangible asset value per share will be confined to the cost of the sponsor fee and the JSE documentation fee which are considered negligible. Availability of integrated report, AFS and notice of AGM The integrated report incorporating the AFS and notice convening the AGM are available on the Company's website, https://www.mtn.com/Investors/Financials/Pages/integratedreports.aspx Hard copies thereof may be obtained from the company secretary at 216 - 14th Avenue, Fairland, 2195.

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