M-CELL RESULTS OF THE GENERAL MEETING

M-CELL LIMITED
(INCORPORATED IN THE REPUBLIC OF SOUTH AFRICA)
(REGISTRATION NUMBER 94/09584/06)
("M-CELL "OR "THE COMPANY")

RESULTS OF THE GENERAL MEETING REGARDING THE AMENDMENTS TO THE ARTICLES AND THE
CAPITAL REDUCTIONS

PRICEWATERHOUSECOOPERS CORPORATE FINANCE (PTY) LIMITED IS AUTHORISED TO
ANNOUNCE THAT, AT THE GENERAL MEETING OF SHAREHOLDERS HELD ON MONDAY, 20
DECEMBER 1999, THE SPECIAL AND ORDINARY RESOLUTIONS, AS PROPOSED IN A CIRCULAR
TO SHAREHOLDERS DATED 23 NOVEMBER 1999 ("THE CIRCULAR"), WERE CONSIDERED AND
APPROVED.

M-CELL SHAREHOLDERS WERE ASKED TO APPROVE A SPECIAL RESOLUTION AND ORDINARY
RESOLUTIONS RELATING TO:

* THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION OF M-CELL TO ALLOW FOR THE
ACQUISITION OF ITS OWN SHARES OR THE SHARES IN ITS HOLDING COMPANY AND TO ALLOW
IT TO MAKE PAYMENTS TO ITS SHAREHOLDERS;

* THE REDUCTION OF M-CELL'S SHARE PREMIUM ACCOUNT BY THE WRITING OFF OF
GOODWILL, WHICH AROSE ON CERTAIN PREVIOUS ACQUISITIONS; AND

* THE REDUCTION OF M-CELL'S SHARE PREMIUM ACCOUNT BY THE WRITING OFF OF
GOODWILL, WHICH WILL ARISE ON A PROPOSED ACQUISITION AS PREVIOUSLY APPROVED BY
SHAREHOLDERS.

SHAREHOLDERS ARE FURTHER REMINDED THAT THE JOHANNESBURG STOCK EXCHANGE ("THE
JSE") HAS GIVEN APPROVAL FOR THE TRANSFER OF THE LISTING OF M-CELL FROM THE
INDUSTRIAL - DEVELOPMENT SECTOR TO THE INDUSTRIAL - TELECOMMUNICATIONS SECTOR,
WITH EFFECT FROM MONDAY, 10 JANUARY 2000.

DUE TO THE CURRENT ENDORSEMENT ON THE M-CELL SHARE CERTIFICATES, SHAREHOLDERS
ARE REQUESTED TO COMPLETE THE FORM OF SURRENDER INCLUDED IN THE CIRCULAR, AND
RETURN IT TO THE COMPANY'S TRANSFER SECRETARIES MERCANTILE REGISTRARS LIMITED,
8TH FLOOR, 11 DIAGONAL STREET, JOHANNESBURG, 2001

(PO BOX 1053, JOHANNESBURG, 2000). ALL EXISTING DOCUMENTS OF TITLE RECEIVED BY
THE COMPANY'S TRANSFER SECRETARIES WILL BE PROCESSED AND NEW DOCUMENTS OF TITLE
WILL BE POSTED BY REGISTERED MAIL PROVIDED THAT THE EXISTING DOCUMENTS OF TITLE
ARE SURRENDERED BY FRIDAY, 7 JANUARY 2000, OR WITHIN FIVE BUSINESS DAYS OF
SURRENDER, IF TENDERED FOR SURRENDER AFTER THIS DATE. ONLY NEW DOCUMENTS OF
TITLE WILL BE GOOD FOR DELIVERY ON THE JSE WITH EFFECT FROM THE COMMENCEMENT OF
BUSINESS ON MONDAY, 10 JANUARY 2000.
JOHANNESBURG
21 DECEMBER 1999
CORPORATE ADVISER
PRICEWATERHOUSECOOPERS
CORPORATE FINANCE (PTY) LTD
REGISTRATION NUMBER 70/03711/07
SPONSORING BROKER
SMITH BORKUM HARE
MERRILL LYNCH SOUTH AFRICA (PTY) LTD
MEMBER OF THE JOHANNESBURG STOCK EXCHANGE
REGISTRATION NUMBER 95/1805/07
LEGAL ADVISER
WEBBER WENTZEL BOWENS