Report on proceedings at the annual general meeting MTN Zakhele (RF) Limited (Incorporated in the Republic of South Africa) (Registration number 2010/004693/06) Share code: MTNZBE ISIN: ZAE000208526 ("MTN Zakhele" or “the Company”) REPORT ON PROCEEDINGS AT THE ANNUAL GENERAL MEETING At the sixth (6th) annual general meeting (“AGM”) of the shareholders of MTN Zakhele held yesterday, 30 May 2016 all the ordinary and special resolutions proposed at the meeting were approved by the requisite majority of votes. In this regard, MTN Zakhele confirms the voting statistics from the AGM as follows: Votes carried disclosed as a percentage in relation to the total Shares voted Shares abstained number of shares voted at the disclosed as a disclosed as a meeting Number of percentage in percentage in Resolutions shares voted relation to the total relation to the total issued share capital* issued share capital* For Against Ordinary Resolution 1: Re-election of Grant Gelink as a director 99.97% 0.03% 24 390 080 30.15% 0.01% Ordinary Resolution 2: Election of audit committee – Election of Sindisiwe 99.89% 0.11% 24 393 953 30.16% 0.01% Mabaso-Koyana Ordinary Resolution 3: Election of audit committee – Re-election of Sonja De 99.97% 0.03% 24 385 934 30.15% 0.00% Bruyn Sobotsa Ordinary Resolution 4: Election of audit committee – Re-election of Grant 99.98% 0.02% 24 384 634 30.15% 0.00% Gelink Ordinary Resolution 5: Re-appointment of independent auditors 99.95% 0.05% 24 349 961 30.10% 0.00% Special Resolution 1: Approval of remuneration payable to directors 99.87% 0.13% 23 326 260 28.84% 1.25% *Total issued share capital is 80 888 207. The special resolution will, where necessary, be lodged for registration with the Companies and Intellectual Property Commission in due course. Johannesburg 31 May 2016 Sponsor RAND MERCHANT BANK (A division of FirstRand Bank Limited) Date: 31/05/2016 02:43:00 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.