MTN - MTN Group Limited - Report on proceedings at general meeting

MTN - MTN Group Limited - Report on proceedings at general meeting              
MTN Group Limited                                                               
(Incorporated in the Republic of South Africa)                                  
Registration number 1994/009584/06                                              
Share code:  MTN    ISIN:  ZAE000042164                                         
("MTN")                                                                         
REPORT ON PROCEEDINGS AT GENERAL MEETING                                        
Shareholders are referred to the announcement released on the Securities        
Exchange News Service on Thursday, 15 July 2010 and in the press on Friday, 16  
July 2010 and the circular to shareholders dated Wednesday, 28 July 2010 (the   
"Circular") relating to MTN`s proposed R8.1 billion broad-based black economic  
empowerment ("BEE") transaction ("MTN BEE Transaction") and employee share      
ownership plan ("ESOP").                                                        
At the general meeting of shareholders held today, Friday, 20 August 2010 (the  
"Meeting"), the ordinary and special resolutions proposed at the Meeting,       
details of which were contained in the Circular, were approved by the requisite 
majority of votes.  The special resolutions will be lodged for registration with
the Companies and Intellectual Property Registration Office in due course.      
The implementation of the MTN BEE Transaction remains conditional upon the      
fulfilment or waiver (where applicable) by 30 November 2010 of the conditions in
the relevant transaction agreements, as set out in the Circular.                
Although the ESOP is not conditional on the MTN BEE Transaction, and will be    
implemented on a date to be set by the MTN Board, it is proposed to implement   
the ESOP at the same time that the MTN BEE Transaction is implemented.          
Fairland                                                                        
20 August 2010                                                                  
Merchant bank and transaction sponsor                                           
RAND MERCHANT BANK (A division of FirstRand Bank Limited)                       
Independent lead sponsor                                                        
Deutsche Securities (SA) (Pty) Limited                                          
Joint reporting accountants                                                     
PricewaterhouseCoopers Inc.                                                     
SizweNtsaluba VSP Inc.                                                          
Legal and tax adviser                                                           
Webber Wentzel Attorneys                                                        
Independent expert                                                              
KPMG Services (Proprietary) Limited                                             
Date: 20/08/2010 15:43:01 Supplied by www.sharenet.co.za                     
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