MTN ZAKHELE (RF) LIMITED - Renewal of cautionary announcement regarding the unwinding of the MTN Zakhele Scheme in November 2016

Renewal of cautionary announcement regarding the unwinding of the MTN Zakhele Scheme in November 2016

MTN Zakhele (RF) Limited
(Incorporated in South Africa)
(Registration number 2010/004693/06)
Share code: MTNZBE ISIN: ZAE000208526
(“MTN Zakhele”)

RENEWAL OF CAUTIONARY ANNOUNCEMENT REGARDING THE UNWINDING OF THE MTN ZAKHELE SCHEME
IN NOVEMBER 2016

1.   Update

     MTN Zakhele shareholders are referred to the previous SENS announcement released on 30 May 2016,
     wherein shareholders were reminded of the upcoming maturity of the current MTN Zakhele share
     scheme, which is expected during November 2016 (“the Unwinding”).

     At this current stage it is still envisaged that, either Option 1 or 2 below or both such Options will be made
     available to the holders of MTN Zakhele ordinary shares. In addition, Option 3 below may also be made
     available if so decided on and approved by MTN Group Limited and its shareholders:

     Option 1
     A cash settlement equivalent to the value of their MTN Zakhele ordinary shares at the time (after taking
     into account the Unwinding costs and associated taxes).

     Option 2
     A combination of MTN Group Limited shares and a cash settlement equivalent to the value of their MTN
     Zakhele ordinary shares at the time (after taking into account the Unwinding costs and associated taxes).

     Option 3
     MTN Group Limited continues to evaluate alternatives for a new Black Economic Empowerment (“BEE”)
     share scheme that may come into effect on the expiry of the MTN Zakhele share scheme in November
     2016. As part of this new scheme, it is possible, although not yet certain, that holders of MTN Zakhele
     ordinary shares at the time will be granted the opportunity of a partial re-investment into the new BEE
     share scheme on terms yet to be determined.

2.   Cautionary announcement

     Further details regarding the abovementioned Options, as well as the terms and conditions, timing and
     pricing thereof, will timeously be made available to the holders of MTN Zakhele ordinary shares.

     Shareholders are accordingly advised to exercise caution when dealing in MTN Zakhele ordinary shares
     until the full terms announcement in relation to the Unwinding is published.

     MTN Zakhele expects to be in a position to provide a further update on the Unwinding steps and
     processes before the end of August 2016.


Johannesburg
12 July 2016

Joint Corporate Advisors
Tamela
Deloitte & Touche

Corporate Law Advisors
Webber Wentzel
Transaction Sponsor
Nedbank Corporate and Investment Banking


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