MTN - MTN Group Limited - Unwind of hedge transaction by Newshelf resulting in

MTN - MTN Group Limited - Unwind of hedge transaction by Newshelf resulting in  
MTN directors` indirect dealing                                                 
MTN Group Limited                                                               
Registration number 1994/009584/06                                              
Share code: MTN                                                                 
ISIN: ZAE000042164                                                              
("MTN")                                                                         
UNWIND OF HEDGE TRANSACTION BY NEWSHELF 664 (PROPRIETARY) LIMITED ("NEWSHELF")  
RESULTING IN MTN DIRECTORS` INDIRECT DEALING                                    
Shareholders are referred to previous announcements made by MTN from time to    
time regarding Newshelf and its shareholding in MTN. In particular, shareholders
are reminded that in terms of the agreements for the funding of Newshelf entered
into in 2003, Newshelf was obliged to enter into a hedging transaction in       
respect of 65.5 million MTN shares.  Ancillary to this hedging transaction these
MTN shares were also made subject to a script lending arrangement. This hedging 
and scrip lending arrangement is in the process of being naturally unwound in   
accordance with the terms of the original agreements under which they were put  
in place in 2003.  This unwind will take place in a series of disposals over a  
period of a few months and as a result Newshelf will dispose of these 65.5      
million MTN shares to the hedge providers ("the Hedge Unwind").  Subject to     
market conditions Newshelf may resolve to acquire some or all the shares to be  
disposed of from the Hedge Unwind. Requisite announcement will be made at that  
time.                                                                           
The entire issued ordinary share capital of Newshelf is held by the Alpine      
Trust.  PF Nhleko, RD Nisbet, RS Dabengwa and I Charnley are directors of       
Newshelf and PF Nhleko and I Charnley are, amongst others, trustees of the      
Alpine Trust.  The beneficiaries of the Alpine Trust are the management and     
employees of MTN including the executive directors of MTN as well as some of the
directors of MTN`s major subsidiaries, and as such, have an indirect, beneficial
interest in the MTN shares held by Newshelf which are being disposed of as part 
of the Hedge Unwind. The Hedge Unwind will be effected through a series of      
disposals, the first of which is for a total of 1,000,000 MTN shares which were 
disposed of with effect from 27 February 2007 at a price of R20 per share (the  
"Initial Hedge Unwind"). The price per share was market related at the time the 
hedge transaction was entered into in 2003.                                     
Following the Initial Hedge Unwind, Newshelf has decreased its direct beneficial
holding and currently holds a direct beneficial interest in 308 million MTN     
shares but has voting control over 243.5 million MTN shares as a result of the  
scrip lending arrangement.  Once the entire series of disposals making up the   
Hedge Unwind has been completed and in the event that Newshelf does not         
repurchase any of the MTN shares so disposed, Newshelf will hold a direct       
beneficial interest in 243.5 million MTN shares.                                
Fairland                                                                        
2 March 2007                                                                    
Sponsor to MTN                                                                  
Merrill Lynch South Africa (Proprietary) Limited                                
Date: 02/03/2007 15:50:00 Supplied by www.sharenet.co.za                     
Produced by the JSE SENS Department.