SENS Note - 10 November 2006

MTN -- waiver of deed provisons

The Alpine Trust (Alpine) together with M1Ltd (M1) is proposing to purchase MTN shares through a newly formed special purpose vehicle (Newco). Any such purchases will be in addition to the shares in the MTN Group which Alpine and M1 already own or in which they have an interest. An announcement to that effect has been made by M1 and Alpine. In order for the Transaction to proceed, the MTN board was requested by Alpine and M1 to agree to the waiver of certain shareholding limitations placed on M1 under the Deed of Covenant entered into between M1 and MTN, in terms of which M1 sold its stake in Investcom LLC to the company. MTN Group believes that black economic empowerment is a key requirement for the promotion of sustainable economic growth and social development in South Africa. Besides its core business objectives, MTN is committed to transformation in South Africa, both at a shareholder level and throughout its business. The introduction of the Codes of Good Practice by the Department of Trade and Industry (DTI) under the Broad-Based Black Economic Empowerment Act validates the approach taken in 2002 in the formation of Alpine. The Codes place strong emphasis on broad-based empowerment such as staff. An independent sub-committee of the MTN board was established consisting of independent non-executive directors of the company in order to consider the impact of the transaction. The committee has unanimously determined that the transaction will have a positive impact on the MTN in the form of enhanced BEE ownership credentials and improved scoring in terms of the Codes. Accordingly, in line with the committee's recommendation, the board of the MTN has resolved to and effected a waiver of the relevant clauses of the Deed of Covenant in respect of the Transaction. The waiver of these provisions allows Newco and/or M1 to acquire additional MTN shares only pursuant to the transaction. MTN is not a party to the transaction, other than providing the waiver, and will not provide any financial assistance. As a result of being beneficiaries of Alpine, PF Nhleko, RD Nisbet, RS Dabengwa and directors of major subsidiaries who participate in Alpine will have an indirect, beneficial interest in MTN Group shares that are acquired by Newco. The beneficial interest will be in the form of rights to participate in the predetermined residual equity sharing ratio in the net surplus of Newco which may arise once all of Newco's obligations have been met including debt and financing obligations. In addition, A.T.Mikati, as a result of being a director in M1, will also have an indirect beneficial interest in MTN shares that are acquired by Newco. Further directors' dealings announcements will be made in due course as MTN directors and/or directors of major subsidiaries of MTN are appointed to the board of Newco and/or Newco acquires MTN shares.

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