SENS Note - 01 February 2017

MTN - exchange of shares in INT Towers Ltd.

Today, 1 February 2017, MTN Group Ltd. (“MTN”) announced that it will exchange its 51% interest in Nigeria Tower InterCo B.V., the parent company of INT Towers Ltd. (“INT”), the Nigerian telecom tower operator, for an additional shareholding in IHS Holding Ltd. (“IHS Group") (the "Transaction"). As a result of the Transaction, MTN’s economic interest in IHS Group will increase from approximately 15% to approximately 29%. There are no conditions precedent to the Transaction and it is expected to close once the new shares in IHS Group have been issued during Q1 2017. In exchanging all of its interest in INT in Nigeria for additional shares in the pan-African IHS Group, all of MTN's interest in IHS will sit alongside a world-class group of investors including Wendel, the International Finance Corporation (IFC), Government of Singapore Investment Corporation (GIC), Korea Investment Corporation (KIC) and Emerging Capital Partners (ECP), among other international investors. The Transaction enables MTN to simplify its tower ownership structure and diversify its tower infrastructure exposure across the IHS Group which operates in a number of markets across Africa. Moreover, the Transaction will better enable MTN to crystallise value for MTN’s shareholders in the future. The investment in IHS Group allows MTN to benefit economically from its previously owned passive infrastructure and continued network investment. The Transaction is a Category 2 transaction in terms of the JSE Listings Requirements. Prior to the Transaction, MTN's interest in IHS Group was non-voting. Post the transaction, to ensure the continued independent and competitive proposition of IHS Group, MTN's influence on IHS Group is significantly restricted by a number of limitations including on voting rights, no board representation, and restrictions on access to information. These restrictions do not impact MTN's economic interest. Given limitations on influence, MTN's interest in IHS Group has to date been accounted for as a financial instrument “available for sale” in accordance with IAS 39 Financial Instruments: Recognition and Measurement, whereby MTN only accounts for the fair value changes relating to its investment directly in the statement of comprehensive income and does not consolidate or equity account the net profits or net assets of IHS Group. Whilst MTN continually makes assessments of critical judgments as it relates to its accounting treatment, the accounting treatment in respect of IHS Group is not currently expected to change. MTN’s approximate15% interest in IHS Group was held at fair value of R11.4 billion at 30 June 2016.

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