MTN - MTN Group - Notice Of AGM - Amendment To Resolution Number 5

MTN - MTN Group - Notice Of AGM - Amendment To Resolution Number 5              
MTN Group Limited                                                               
("MTN Group" or "the Company")                                                  
(Incorporated in the Republic of South Africa)                                  
(Registration number 1994/009584/06)                                            
Share code: MTN                                                                 
ISIN: ZAE000042164                                                              
NOTICE OF AGM - AMENDMENT TO RESOLUTION NUMBER 5                                
MTN Group`s Twelfth Annual General Meeting ("AGM") has been convened for        
Wednesday, 13 June 2007 at 14.30. Shareholders are referred to the Notice of    
AGM, dated 17 May 2007, which sets out the resolutions to be proposed at the    
AGM.                                                                            
Both the Notice of AGM and the form of proxy in respect to the AGM provide      
for the consideration and passing of the resolutions "with or without           
modification".  Shareholders are informed that Resolution number 5 contained    
in the Notice of AGM will be proposed at the AGM with certain modifications.    
The resolution to be proposed will be as follows:                               
"It is hereby RESOLVED THAT the MTN Group Board may direct the Trustees of      
the MTN Group Share Trust to change such Vesting dates and the extent of        
Vesting in the case of the current MTN Group President and CEO, provided        
always that the changes do not allow him to exercise the Share Appreciation     
Rights (SARs) granted to him prior to the expiry of three years from the        
Date of Grant."                                                                 
The effect of the modification proposed to Resolution number 5 is to allow      
the MTN Group Board to accelerate the Vesting dates for the SARs granted to     
the MTN Group President and CEO.  The amendment to the provisions of the MTN    
Group Share Incentive Scheme will not apply to all participants and will        
only allow for changes to the Vesting dates and extent of the Vesting on the    
basis that the changes do not allow the MTN Group President and CEO to          
exercise the SARs prior to the expiry of three years from Date of Grant.        
The proposed new Vesting terms will allow for the alignment of the Vesting      
dates with the new 3 year term service contract entered into between MTN        
Group and the MTN Group President and CEO.                                      
SB Mtshali                                                                      
Group Secretary                                                                 
7 June 2007                                                                     
Sponsor                                                                         
Merrill Lynch South Africa (Pty) Limited                                        
Date: 07/06/2007 12:00:00 Supplied by www.sharenet.co.za                     
Produced by the JSE SENS Department.