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Alpine/ M1 - Increasing MTN Group Black Shareholder Base The Alpine Trust (registered in the Republic of South Africa) (Master"s reference no. IT 476503) ("Alpine") M1 Limited (registered in the Dubai International Finance Centre) (Registration number 0085) ("M1") INCREASING MTN GROUP BLACK SHAREHOLDER BASE 1. Introduction Alpine, together with M1, is proposing to increase its shareholding in the MTN Group Limited ("MTN Group") by purchasing additional 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 concerning the Transaction has been made by MTN Group. 2. An overview of Alpine and Newshelf 664 (Pty) Ltd ("Newshelf") Alpine and Newshelf, which is 100% owned by Alpine, were established for the benefit of eligible permanent staff employed by MTN Group and its South African subsidiaries as well as eligible senior staff members of its African operations. At 31 December 2005 Alpine held and controlled 243 500 011 MTN Group shares through Newshelf and more than 75% of the value attributable to Alpine, after settling any costs and taxes and financing obligations, will be distributed to historically disadvantaged South Africans. Newshelf was externally funded in a transaction concluded in December 2002 for the benefit of the Alpine beneficiaries. 3. Transaction mechanics Newco, which will be funded by M1 and 3rd party financiers, will seek to acquire MTN Group shares. Newco, in its sole discretion will determine the timing of the acquisition of any MTN Group shares, the price at which it will acquire such shares and the nature of the transactions that it will conclude. Newco will only acquire such MTN Group shares if, in its view, price, market conditions and other macro-economic factors are favourable. There is no fixed obligation upon Newco to acquire MTN Group shares. The economic sharing arrangements are as follows: - M1 will receive all of the economic benefits in Newco until it receives an agreed return on its investment; and - any return, over and above the agreed return for M1, will be shared in a predetermined residual equity sharing ratio
between M1 and Alpine. The implementation of the Transaction is subject to the fulfilment of certain conditions precedent, which may not be fulfilled. As more fully described in the announcement by the MTN Group, the MTN Group board has waived certain clauses of the Deed of Covenant entered into between M1 and the MTN Group in connection with the acquisition of Investcom LLC by the MTN Group permitting Newco and/or M1 to acquire additional MTN Group shares pursuant to the Transaction. Fairland 10 November 2006 Transaction Advisor to The Alpine Trust Nedbank Capital Legal Advisor to The Alpine Trust Edward Nathan Transaction advisor to M1 First Africa South African Legal Advisors to M1 Bowman Gillfillan International Legal Advisors to M1 Dewey Ballantine Date: 10/11/2006 01:35:29 PM Supplied by www.sharenet.co.za Produced by the JSE SENS Department
