SENS Note - 09 April 2002

M-Cell voting pool agreement with Transnet/Johnnic

Johnnic together with Transnet Ltd, announced the conclusion of a voting pool agreement in respect of their interests in telecommunications operator, M-Cell. This follows the announcement in Jan 2002, by the Minister of Public Enterprises, Jeff Radebe, of the sale of Transnet's 20 % stake in M-Cell to Ice Finance BV. In terms of that transaction, Transnet retained all voting rights attaching to the M-Cell shares held by Ice Finance BV (including the right to nominate directors to the M-Cell board), during the eighteen month period of the deal, as well as the right to consent to the sale by Ice Finance BV of the M-Cell shares to any third party. In terms of the voting pool, Johnnic and Transnet will pool their votes in respect of major transactions undertaken by M-Cell. Johnnic will continue to control M-Cell and will be entitled to appoint the majority of the M-Cell board. Each party will have pre-emptive rights over a substantial portion of the other's shareholding in M-Cell (including the shareholding of Ice Finance BV).