SENS Note - 28 March 2017

MTN - no change statement and AGM notice

MTN shareholders are advised that the audited annual financial statements of the MTN Group contained in the MTN Annual Report 2016 contain no material changes to the audited financial results of the MTN Group for the year ended 31 December 2016 which were released on the Stock Exchange News Service of the JSE Limited on Thursday, 2 March 2017. The summarised annual financial statements of the MTN Group for the year ended 31 December 2016, which include a notice of the company’s 22nd Annual General Meeting (“AGM”) together with a form of proxy, have been distributed to MTN shareholders on Tuesday, 28 March 2017. Annual General Meeting The AGM will be held on Thursday, 25 May 2017 at 14:30 (South African time), in the Auditorium, Phase II, level 0, 216 – 14th Avenue, Fairland, Gauteng, 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 was Friday, 17 March 2017. 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, 19 May 2017. 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 Tuesday, 16 May 2017. Proxies Forms of proxy for the AGM to be lodged preferably by 14:30 (South African time) on Tuesday, 23 May 2017. Any forms of proxy not lodged by this time may be lodged on or before 14:30 (South African time) on Thursday, 25 May 2017. Availability of the integrated report, AFS and notice of AGM The integrated report incorporating the annual financial statements and notice convening the AGM are available separately on the company’s website: https://www.mtn.com/Investors/Financials/Pages/integratedreports.aspx

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