MTN GROUP LIMITED - ANNOUNCEMENT TO SHAREHOLDERS

MTN GROUP LIMITED - ANNOUNCEMENT TO SHAREHOLDERS                                
MTN GROUP LIMITED                                                               
("MTN Group" or "the Company")                                                  
(Incorporated in the Republic of South Africa)                                  
(Registration number 1994/009584/06)                                            
Share code: MTN                                                                 
ISIN ZAE000042164                                                               
ANNOUNCEMENT TO SHAREHOLDERS                                                    
Shareholders are referred to the announcement by Newshelf 664 (Proprietary)     
Limited ("Newshelf") dated 20 December 2002 regarding the acquisition by        
Newshelf of approximately 18.7% of the issued share capital of the Company ("the
Acquisition") as well as the announcement by the Company dated 11 April 2003    
detailing the participation by MTN Group executive directors at the time in the 
economic benefit attaching to the participating redeemable preference share     
("the B participating pref share") issued by Newshelf to the Public Investment  
Commissioner ("PIC") as part of the funding arrangements of the Acquisition.    
Mr P L Zim, a MTN Group executive director, resigned as a director and executive
of the Company effective 30 September 2003. His participation in such B         
participating pref share acquired by him for a consideration of R 921 125 was   
offered, in terms of pre-emptive rights and subject to the approval by the PIC, 
to and accepted by the remaining MTN executive directors namely Mr P F Nhleko,  
Ms I Charnley, Mr R S Dabengwa and Mr R D Nisbet for a total value of R 1 010   
626 as follows:                                                                 
PF Nhleko      R    325 942                                                     
I Charnley     R    228 228                                                     
RS Dabengwa    R    228 228                                                     
RD Nisbet      R    228 228                                                     
Total          R  1 010 626                                                     
The B participating pref share entitles its holder to participate in a portion  
of any surplus in Newshelf on the winding up of Newshelf once all amounts owing 
to various funders have been settled.                                           
The directors will not acquire any direct or indirect, beneficial or non-       
beneficial interest in the MTN Group shares acquired by Newshelf as a result of 
exercising the option.                                                          
Johannesburg                                                                    
26 September 2003                                                               
Sponsor                                                                         
Merrill Lynch South Africa                                                      
Date: 26/09/2003 04:09:52 PM Supplied by www.sharenet.co.za                     
Produced by the JSE SENS Department