MTN Group - First closing of the offer to shareholders of Investcom and

MTN Group - First closing of the offer to shareholders of Investcom and         
            extension of offer                                                  
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")                                                  
FIRST CLOSING OF THE OFFER TO SHAREHOLDERS OF INVESTCOM LLC AND EXTENSION OF    
OFFER                                                                           
MTN Group announces that the offer to Investcom LLC ("Investcom") shareholders  
to acquire the entire issued share capital of Investcom ("the Offer") has been  
extended to 5.00 p.m. (Dubai time) on 12 July 2006. As previously announced, the
MTN Group cash and share alternative will only remain open until 5.00 p.m.      
(Dubai time) on 12 July 2006, save that MTN Group reserves the right to         
reintroduce the cash and share alternative in respect of Investcom shareholders 
whose Investcom shares are acquired as part of any potential compulsory         
acquisition of Investcom shares in respect of the Offer.                        
MTN Group further announces that as at 5.00 p.m. (Dubai time) on Wednesday, 28  
June 2006, the first closing date of the Offer, it has received valid           
acceptances of the Offer in respect of 1,120,281,524 Investcom shares           
(representing approximately 78.1% of the issued share capital of Investcom.     
This includes the acceptance of the Offer by M1 Limited pursuant to the         
irrevocable undertaking to accept the Offer described in paragraph 5 of the     
circular to MTN Group shareholders dated 12 June 2006.  Other than that         
irrevocable undertaking, MTN Group did not hold any Investcom shares or rights  
over such shares before the Offer period commenced and has not acquired or      
agreed to acquire any Investcom shares during the Offer period (other than by   
way of acceptances of the Offer.                                                
In addition, as at 5.00 p.m. (Dubai time) on 28 June 2006, The Bank of New York 
(as Tender Agent to the Offer has received irrevocable instructions to          
participate in the Offer in respect of 268,030,665 Investcom shares represented 
by 53,606,133 Investcom GDSs (representing approximately 18.7% of the issued    
share capital Investcom).  As at 5.00 p.m. (Dubai time) on 28 June 2006, MTN    
Group has not received a valid acceptance of the Offer in respect of any of     
these Investcom Shares represented by the Investcom GDSs.  It is expected that, 
pursuant to the terms of the Tender Agent Agreement, The Bank of New York will  
accept into the Offer the Investcom shares that it has received instructions in 
relation to when the Offer is declared unconditional in all respects.           
Accordingly, the aggregate valid acceptances and instructions to The Bank of New
York to accept the Offer have been received in respect of a total of            
1,388,312,189 Investcom shares (representing approximately 96.7% of the issued  
share capital of Investcom).  Of those acceptances or instructions, elections to
participate in the MTN Group cash and share alternative have been received in   
respect of a total of 1,013,875,914 Investcom Shares (representing approximately
70.6% of the issued share capital of Investcom).                                
MTN Group shareholders are further advised that further announcements will be   
made in due course in relation to the fulfillment or waiver of the remaining    
conditions to which the Offer is subject.                                       
Fairland                                                                        
29 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: 29/06/2006 08:17:14 AM Supplied by www.sharenet.co.za                     
Produced by the JSE SENS Department