MTN Group - Announcement

     MTN Group - Announcement                                                   
     MTN Group Limited                                                          
     (Incorporated in the Republic of South Africa)                             
(Registration Number 1994/009584/06)                                       
     (Share code MTN & ISIN: ZAE000042164)                                      
     ("MTN Group" or "the Company")                                             
     WAIVER OF CERTAIN PROVISONS OF THE DEED OF COVENANT CONCLUDED WITH M1 AND  
THE RESULTANT INCREASE IN MTN GROUP"S BLACK SHAREHOLDER BASE               
     1.   Introduction                                                          
          The Alpine Trust ("Alpine") together with M1 Limited ("M1") is        
          proposing to purchase MTN Group shares through a newly formed special 
purpose vehicle ("Newco") ("the Transaction").  Any such purchases    
          will be in addition to the shares in the MTN Group which Alpine and M1
          already own or in which they have an interest. An announcement to that
          effect has been made by M1 and Alpine.                                
In order for the Transaction to proceed, the MTN Group board was      
          requested by Alpine and M1 to agree to the waiver of certain          
          shareholding limitations placed on M1 under the Deed of Covenant      
          entered into between M1 and MTN Group ("Deed of Covenant"), in terms  
of which M1 sold its stake in Investcom LLC to the Company.           
     2.   MTN board waiver of provisions in the Deed of Covenant                
          MTN Group believes that black economic empowerment ("BEE") is a key   
          requirement for the promotion of sustainable economic growth and      
social development in South Africa.  Besides its core business        
          objectives, MTN is committed to transformation in South Africa, both  
          at a shareholder level and throughout its business.  The introduction 
          of the Codes of Good Practice ("the Codes") by the Department of Trade
and Industry ("DTI") under the Broad-Based Black Economic Empowerment 
          Act validates the approach taken in 2002 in the formation of Alpine.  
          The Codes place strong emphasis on broad-based empowerment such as    
          staff.                                                                
An independent sub-committee of the MTN Group board ("the Committee") 
          was established consisting of independent non-executive directors of  
          the Company in order to consider the impact of the Transaction.  The  
          Committee has unanimously determined that the Transaction will have a 
positive impact on the MTN Group in the form of enhanced BEE ownership
          credentials and improved scoring in terms of the Codes.               
          Accordingly, in line with the Committee"s recommendation, the board of
          the MTN Group has resolved to and effected a waiver of the relevant   
clauses of the Deed of Covenant in respect of the Transaction.  The   
          waiver of these provisions allows Newco and/ or M1 to acquire         
          additional MTN Group shares only pursuant to the Transaction.  MTN    
          Group is not a party to the Transaction, other than providing the     
waiver, and will not provide any financial assistance.                
     3.   MTN Group directors" dealings                                         
          As a result of being beneficiaries of Alpine, PF Nhleko, RD Nisbet, RS
          Dabengwa and directors of major subsidiaries who participate in Alpine
will have an indirect, beneficial interest in MTN Group shares that   
          are acquired by Newco.  The beneficial interest will be in the form of
          rights to participate in the predetermined residual equity sharing    
          ratio in the net surplus of Newco which may arise once all of Newco"s 
obligations have been met including debt and financing obligations.   
          In addition, A.T.Mikati, as a result of being a director in M1, will  
          also have an indirect beneficial interest in MTN Group shares that are
          acquired by Newco.                                                    
Further directors" dealings announcements will be made in due course  
          as MTN Group directors and/ or directors of major subsidiaries of MTN 
          are appointed to the board of Newco and/or Newco acquires MTN Group   
          shares.                                                               
Fairland                                                                   
     10 November 2006                                                           
     Sponsor                                                                    
     Merrill Lynch South Africa                                                 
Date: 10/11/2006 01:33:56 PM Supplied by www.sharenet.co.za                     
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