Changes to the Board of Directors of MTN Group Limited and Further Cautionary Announcement MOBILE TELEPHONE NETWORKS HOLDINGS PROPRIETARY LIMITED Incorporated in the Republic of South Africa (Registration number 1993/001411/07) Instrument Code: MTN04 ISIN: ZAG000078619 (“MTNH”) or (“the Company”) CHANGES TO THE BOARD OF DIRECTORS OF MTN GROUP LIMITED AND FURTHER CAUTIONARY ANNOUNCEMENT The Company wishes to advise noteholders that the Chief Executive Officer of MTN Group Limited (“MTN Group” or “Group”), Mr Sifiso Dabengwa has resigned with immediate effect. The Non-executive Chairman of the Group Mr Phuthuma Nhleko has agreed to act as Executive Chairman for a maximum period of 6 months while MTN Group identifies a successor for Mr Dabengwa. Noteholders are reminded that Mr Alan van Biljon currently serves as the Lead Independent Director of the Group. The engagement with the Nigerian authorities on the Nigerian Communications Commission fine is continuing and noteholders will be advised as soon as there are any material developments on this matter. Noteholders are advised to continue to exercise caution when dealing in the securities of MTNH until a further announcement is made. Fairland 9 November 2015 Debt Sponsor The Standard Bank of South Africa Limited Date: 09/11/2015 09:31:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.