MTN - MTN Group Limited - Fulfilment of Conditions Precedent and Implementation

MTN - MTN Group Limited - Fulfilment of Conditions Precedent and Implementation 
              of the Acquisition of Newshelf 664 (Proprietary) Limited          
MTN Group Limited                                                               
(Incorporated in the Republic of South Africa)                                  
Registration number 1994/009584/06                                              
Share code: MTN & ISIN: ZAE000042164                                            
("MTN")                                                                         
FULFILMENT OF CONDITIONS PRECEDENT AND IMPLEMENTATION OF THE ACQUISITION OF     
NEWSHELF 664 (PROPRIETARY) LIMITED                                              
MTN shareholders are hereby advised that all of the outstanding conditions      
precedent for the acquisition of Newshelf 664 (Proprietary) Limited ("Newshelf")
by MTN from the Alpine Trust, the acquisition and settlement by MTN of the      
funding obligations due to the Public Investment Corporation Limited ("PIC") by 
Newshelf and the specific repurchase by MTN of the 243 500 011 MTN ordinary     
shares held by Newshelf ("Newshelf Acquisition", as further described in the    
circular to shareholders dated 6 April 2009) have been met and that the Newshelf
Acquisition was implemented on 25 May 2009.                                     
As a consequence of the implementation of the Newshelf Acquisition, (i) MTN     
issued in aggregate 213 866 898 new MTN ordinary shares to the PIC on 25 May    
2009, which shares will be listed on the exchange operated by the JSE Limited   
("JSE") on 26 May 2009, and (ii) MTN repurchased the 243 500 011 MTN ordinary   
shares owned by Newshelf, which shares have been cancelled and will be delisted 
from the JSE on 26 May 2009.                                                    
Fairland                                                                        
25 May 2009                                                                     
Merchant bank and transaction sponsor                                           
RAND MERCHANT BANK (A division of FirstRand Bank Limited)                       
Sponsor                                                                         
Deutsche Securities (SA) (Proprietary) Limited                                  
Legal and tax advisor to MTN                                                    
Webber Wentzel                                                                  
Legal advisor to MTN`s independent directors                                    
Werksmans Attorneys                                                             
Date: 25/05/2009 17:27:32 Supplied by www.sharenet.co.za                     
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