MTN - MTN Group Limited - Announcement of a joint Tower Company with

MTN - MTN Group Limited - Announcement of a joint Tower Company with            
American Tower Corporation in Uganda                                            
MTN Group Limited                                                               
(Incorporated in the Republic of South Africa)                                  
Registration number 1994/009584/06                                              
Share code: MTN                                                                 
ISIN code: ZAE000042164                                                         
("MTN" or "the Group")                                                          
ANNOUNCEMENT OF A JOINT TOWER COMPANY WITH AMERICAN TOWER CORPORATION IN        
UGANDA                                                                          
MTN and American Tower Corporation ("ATC") have today announced that they       
have entered into an agreement for the establishment of a joint initiative      
in Uganda ("TowerCo Uganda"). This transaction follows MTN`s announcement       
on 6th December 2010, relating to the establishment of the joint venture        
agreement with ATC in Ghana and its strategy to pursue more extensive           
passive infrastructure sharing in its key markets. TowerCo Uganda, managed      
by ATC, will be majority owned by a holding company of which a wholly-owned     
ATC subsidiary will hold a 51% share and a wholly-owned MTN Group               
subsidiary a 49% share. ATC is a leading owner, operator and developer of       
wireless and broadcast communications sites and currently owns and operates     
approximately 40,000 communications sites in the United States, Brazil,         
Chile, Colombia, Ghana, India, Mexico, Peru, and South Africa.  The             
transaction involves the sale of approximately 1,000 of MTN Uganda`s            
existing sites to TowerCo Uganda for an agreed purchase price of $175           
million. This requires ATC to pay up to approximately $89 million for its       
51% stake in the holding company.                                               
MTN Uganda will be the anchor tenant, on commercial terms, on each of the       
towers being purchased. In addition, TowerCo Uganda is expected to build at     
least 280 more sites for MTN Uganda over the next three years and pursue        
opportunities to build tower sites for other wireless operators in Uganda.      
MTN Group, ATC and MTN Uganda expect to close the transaction during the        
first half of 2012, subject to customary closing conditions.                    
MTN continues to view infrastructure sharing as one of its key strategies       
in driving operational efficiencies in its operations across Africa and the     
Middle East and will continue to pursue appropriate initiatives in that         
regard.                                                                         
Fairland                                                                        
9 December 2011                                                                 
Sponsor                                                                         
Deutsche Securities (SA) (Proprietary) Limited                                  
Financial Adviser   Legal Adviser                                               
Citigroup Global Markets Limited   Freshfields Bruckhaus Deringer LLP           
Date: 09/12/2011 07:30:01 Supplied by www.sharenet.co.za                     
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