Domestic Medium Term Note Programme Update - MTN04 MOBILE TELEPHONE NETWORKS HOLDINGS LIMITED (Incorporated in the Republic of South Africa) (Registration No. 1993/001411/06) Instrument Code: MTN04 ISIN: ZAG000078619 (“MTNH”) or (“the Issuer”) PROGRAMME MEMORANDUM AMENDMENT AND RESTATEMENT Mobile Telephone Networks Holdings Limited (formerly Mobile Telephone Networks Holdings Proprietary Limited) established a ZAR10 000 000 000 Domestic Medium Term Note Programme pursuant to a programme memorandum dated 7 July 2006 which was updated on 24 June 2010 (the Previous Programme Memorandum). The Issuer hereby notifies you that it has, with effect from 1 September 2016, updated the Previous Programme Memorandum (by way of amendment and restatement of the Previous Programme Memorandum) (this Programme Memorandum). This Programme Memorandum (and the Noteholder Guarantee and Subsidiary Guarantee set out therein) will apply to all Notes (defined therein) issued after 1 September 2016, being the date of this Programme Memorandum and will in respect of such Notes, supersede and replace the Previous Programme Memorandum in its entirety. The Terms and Conditions of the Notes issued under the Previous Programme Memorandum remain unchanged. In addition, the Issuer hereby notifies you that the aggregate Nominal Amount of the Programme Memorandum shall be increased from ZAR10,000,000,000 to ZAR20,000,000,000 with effect from 1 September 2016. Date 6 September 2016 Debt Sponsor The Standard Bank of South Africa Limited Date: 06/09/2016 03:53:00 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.