M-CELL - RESULTS OF GENERAL MEETING

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

RESULTS OF GENERAL MEETING AND FURTHER CAUTIONARY ANNOUNCEMENT

FURTHER TO THE ANNOUNCEMENT DATED WEDNESDAY 7 APRIL 1999 AND THE CIRCULAR
POSTED TO M-CELL SHAREHOLDERS DATED WEDNESDAY 14 APRIL 1999, STANDARD CORPORATE
AND MERCHANT BANK IS AUTHORISED TO ANNOUNCE THAT, AT THE GENERAL MEETING OF
M-CELL SHAREHOLDERS HELD ON THURSDAY 29 APRIL 1999, THE M-CELL SHAREHOLDERS
UNANIMOUSLY APPROVED THE ACQUISITION BY M-CELL OF 158 823 530 SHARES IN MOBILE
TELEPHONE NETWORKS HOLDINGS (PROPRIETARY) LIMITED ("MTN HOLDINGS") FOR THE
ISSUE OF 480 829 033 NEW M-CELL ORDINARY SHARES. ACCORDINGLY, M-CELL NOW OWNS
72% OF THE ISSUED SHARE CAPITAL OF MTN HOLDINGS.

M-CELL SHAREHOLDERS' ATTENTION IS ALSO DRAWN TO ORDINARY RESOLUTION NUMBER 5
PASSED AT THE GENERAL MEETING, IN TERMS OF WHICH, THE BOARD OF M-CELL IS
AUTHORISED TO ENTER INTO NEGOTIATIONS WITH THE MINORITY SHAREHOLDERS OF MTN
HOLDINGS FOR THE ACQUISITION OF THE REMAINING 28% INTEREST IN MTN HOLDINGS NOT
OWNED BY M-CELL IN EXCHANGE FOR THE ISSUE OF UP TO
455 000 000 NEW M-CELL ORDINARY SHARES.

UNTIL THE NEGOTIATIONS WITH THE MINORITY SHAREHOLDERS OF MTN HOLDINGS HAVE BEEN
COMPLETED AND A FURTHER ANNOUNCEMENT HAS BEEN PUBLISHED, M-CELL SHAREHOLDERS
ARE ACCORDINGLY ADVISED TO EXERCISE CAUTION WHEN DEALING IN THEIR M-CELL
ORDINARY SHARES.
JOHANNESBURG
30 APRIL 1999
MERCHANT BANK
SCMB
STANDARD CORPORATE AND MERCHANT BANK

(A DIVISION OF THE STANDARD BANK OF SOUTH AFRICA LIMITED)
(REGISTRATION NUMBER 62/00738/06)
SPONSORING BROKER
MERRILL LYNCH SOUTH AFRICA (PTY) LTD.
MEMBER OF THE JOHANNESBURG STOCK EXCHANGE
REGISTRATION NUMBER 95/01805/07
ATTORNEYS
WEBBER WENTZEL BOWENS