Update to Noteholders and Further Cautionary Announcement - MTN04 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”) UPDATE TO NOTEHOLDERS AND FURTHER CAUTIONARY ANNOUNCEMENT Noteholders are referred to the announcements issued by the Company on the Stock Exchange News Service (“SENS”) of the JSE Limited on 30 October 2015, 2 November 2015, 4 November 2015 and 9 November 2015, respectively. Noteholders were advised in previous SENS announcements that the Company would update noteholders on all material developments on this matter. Noteholders are advised that the Executive Chairman of the Group, Mr Phuthuma Nhleko, has personally met with the Nigerian authorities to continue the ongoing discussions with them regarding the fine of N200,000 for each unregistered subscriber (“the fine”), the equivalent of US$5.2 billion imposed on MTN Nigeria by the Nigerian Communications Commission (“NCC”). These discussions include matters of non-compliance and the remedial measures that may have to be adopted to address this. Although the NCC set a deadline for payment of the fine by Monday, 16 November 2015, noteholders are advised that the Nigerian authorities have, without prejudice, agreed that the imposed fine will not be payable until the negotiations have been concluded. MTN Group Limited, including MTNH, is committed to resolving the matter together with the NCC as soon as possible and will continue to update stakeholders of any material developments regarding the afore-mentioned fine via SENS. Accordingly, noteholders are advised to continue to exercise caution when dealing in the Company’s securities until a further announcement is made. Fairland 16 November 2015 Debt Sponsor The Standard Bank of South Africa Limited Date: 16/11/2015 09:30:00 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.