MTN Group - Posting of offer document and fulfillment of pre-conditions

MTN Group - Posting of offer document and fulfillment of pre-conditions         
MTN Group Limited                                                               
(Incorporated in the Republic of South Africa)                                  
(Registration number 1994/009584/06)                                            
(Share code: MTN)                                                               
(ISIN code:  ZAE000042164)                                                      
("MTN Group" or the "Company")                                                  
PROPOSED TRANSACTION WITH SHAREHOLDERS OF INVESTCOM LLC - FULFILMENT OF THE PRE-
CONDITIONS AND OPENING OF THE OFFER TO THE SHAREHOLDERS OF INVESTCOM LLC        
1.   FULFILMENT OF THE PRE-CONDITIONS                                           
     Shareholders are referred to the SENS announcement dated 2 May 2006        
regarding MTN Group"s proposed offer to Investcom LLC ("Investcom")        
     shareholders to acquire the entire issued share capital of Investcom ("the 
     Offer" or "the Proposed Transaction").  Shareholders are advised that all  
     the pre-conditions to making the Offer set out to in the aforementioned    
announcement have been fulfilled.                                          
2.   OPENING OF THE OFFER                                                       
     The Offer Document setting out the terms of the Offer has been approved by 
     the Dubai Financial Services Authority and the Offer Document was posted to
Investcom"s shareholders yesterday. The Offer is now capable of acceptance 
     by Investcom shareholders.                                                 
     The Offer is still subject to the approval by MTN shareholders.            
     A copy of the Offer Document is available electronically on the MTN Group  
website, www.mtn.co.za.  It is also available on the websites of Investcom 
     and the Dubai International Financial Exchange.                            
3.   CIRCULAR TO SHAREHOLDERS                                                   
     The circular to MTN Group shareholders will be posted shortly containing   
full details of the Proposed Transaction and to seek shareholder approval  
     of the Proposed Transaction.                                               
Johannesburg                                                                    
24 May 2006                                                                     
Joint financial adviser and transaction sponsor                                 
   Deutsche Securities (SA) (Proprietary) Limited                               
   Member of the Deutsche Bank Group                                            
Joint financial adviser                                                         
First Africa (SA) (Proprietary). Limited                                     
South African legal adviser                                                     
   Webber Wentzel Bowens                                                        
International legal advisers                                                    
Freshfields Bruckhaus Deringer                                               
Sponsor                                                                         
   Merrill Lynch South Africa (Proprietary) Limited                             
Date: 24/05/2006 12:39:43 PM Supplied by www.sharenet.co.za                     
Produced by the JSE SENS Department