SENS Note - 10 June 2016

MTN - Nigerian fine update & cautionary withdrawal

Further to the various announcements to shareholders regarding this matter, MTN is pleased to inform shareholders that the matter has been resolved with the Federal Government of Nigeria (FGN) on the following terms: MTN Nigeria has agreed to pay a total cash amount of Naira 330 billion over three years (the equivalent of USD1.671 billion at the official exchange rate and USD902 million at the Lagos Parallel Market Rate) to the FGN in full and final settlement of the matter payable as set out hereunder. The Naira 50 billion paid in good faith and without prejudice by MTN Nigeria on 24 February 2016 forms part of the monetary component of the settlement leaving a balance of Naira 280 billion outstanding which will be discharged as follows: Naira 30 billion on 8 July 2016 Naira 30 billion on 31 March 2017 Naira 55 billion on 31 March 2018 * Naira 55 billion on 31 December 2018 Naira 55 billion on 31 March 2019 Naira 55 billion on 31 May 2019 In addition to the monetary settlement set out above:- - MTN Nigeria subscribes to the voluntary observance of the Code of Corporate Governance for the Telecommunications Industry and will ensure compulsory compliance when the said Code is made mandatory for the Telecommunications Industry. - MTN Nigeria undertakes to take immediate steps to ensure the listing of its shares on the Nigerian Stock Exchange as soon as commercially and legally possible after the date of execution of the settlement agreement; - MTN Nigeria shall always ensure full compliance with its license terms and conditions as issued by Nigerian Communication Commission (“NCC”). Accordingly, shareholders are advised that they are no longer required to exercise caution when dealing in the Company’s securities.

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