MTN Group - Conditions to the MTN Group offer to Investcom shareholders

MTN Group - Conditions to the MTN Group offer to Investcom shareholders         
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")                                                  
CONDITIONS TO THE MTN GROUP OFFER TO INVESTCOM SHAREHOLDERS                     
Shareholders are referred to the undertaking contained in paragraphs 2.2.6 and  
2.3.2 of the MTN Group shareholder circular dated 12 June 2006 to communicate   
the fulfillment or otherwise of the conditions pertaining to MTN Group"s offer  
to shareholders of Investcom LLC ("Investcom") to acquire the entire issued     
share capital of Investcom ("the Offer").  Shareholders of MTN Group are advised
that satisfactory progress is being made and that, as at the date of this       
announcement, no additional material information has come to the attention of   
the Board of MTN Group which should be brought to the attention of the          
shareholders of MTN Group in voting for the approval of the Offer at the general
meeting to be held on 27 June 2006.  The Offer remains subject to, amongst other
things, the fulfillment or waiver of the acceptance condition, the approval of  
the Offer by MTN shareholders, the approval by the JSE Limited of the listing of
additional MTN Group shares to be issued as consideration for the Offer and the 
approval by the Commission for the Protection of Competition in Cyprus as       
referred to in the circular dated 12 June 2006.                                 
The Offer remains open for acceptance by Investcom shareholders until 5.00 p.m. 
(Dubai time) on 28 June 2006.                                                   
Further announcements will be made in due course, as appropriate.               
Fairland                                                                        
20 June 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: 20/06/2006 04:08:30 PM Supplied by www.sharenet.co.za                     
Produced by the JSE SENS Department