MTN GROUP LIMITED - Results of General Meeting relating to MTN's proposed 2016 MTN BEE Transaction and the proposed 2016 ESOP

Results of General Meeting relating to MTN's proposed 2016 MTN BEE Transaction and the proposed 2016 ESOP

MTN Group Limited

(Incorporated in the Republic of South Africa)

(Registration number 1994/009584/06)

Share code: MTN ISIN: ZAE000042164

(“MTN” or the “Company”)

RESULTS OF GENERAL MEETING RELATING TO MTN’S PROPOSED R9.9 BILLION BROAD-BASED
EMPOWERMENT TRANSACTION (“2016 MTN BEE TRANSACTION”) AND THE PROPOSED EMPLOYEE
SHARE OWNERSHIP PLAN (“2016 ESOP”)

MTN shareholders are advised that the voting results at the general meeting of MTN regarding the
approval by MTN shareholders for the implementation of the 2016 MTN BEE Transaction and the
2016 ESOP, held at the registered office of the Company today (7 October 2016), were as follows:

 Resolution                 Number    of    Number of    For**       Against**   Abstained*
                            MTN ordinary    MTN
                            shares voted    ordinary
                                            shares
                                            voted as a
                                            percentage
                                            of     MTN
                                            ordinary
                                            shares in
                                            issue*
 ORDINARY RESOLUTION        1 533 049 417   83.59765%    99.88225%   0.11775%    0.15081%
 NUMBER 1
 Approval of the 2016
 ESOP
 SPECIAL    RESOLUTION      1 533 046 219   83.59747%    99.99974%   0.00026%    0.02177%
 NUMBER 1
 Approval of various
 transactions relating to
 the 2016 MTN BEE
 Transaction

 SPECIAL  RESOLUTION        1 533 046 219   83.59747%    99.99973%   0.00027%    0.02177%
 NUMBER 2
 MTN Zakhele Specific
 Repurchase and the
 Wind-up Co Specific
 Repurchase to facilitate
 the MTN Zakhele
 Integrated Unwind, and
 amendments to the
 Existing MTN Tranche 1
 Subscription and Call
 Option Agreement
                                                                                              

Resolution                  Number      of Number of     For**       Against**   Abstained*
                            MTN ordinary   MTN
                            shares voted   ordinary
                                           shares
                                           voted as a
                                           percentage
                                           of     MTN
                                           ordinary
                                           shares in
                                           issue*
SPECIAL      RESOLUTION     1 533 046 219  83.59747%     99.99974%   0.00026%    0.02179%
NUMBER 3
Future Specific
Repurchases in terms of
the 2016 MTN BEE
Transaction

SPECIAL  RESOLUTION         1 533 049 418  83.59765%     99.99597%   0.00403%    0.02178%
NUMBER 4
Sanctioning of financial
assistance in connection
with the MTN Zakhele
Unwinding Scheme, the
2016 MTN BEE
Transaction and the MTN
Transaction Agreements    
SPECIAL        RESOLUTION   1 533 046 219  83.59747%     99.99839%   0.00161%    0.02178%
NUMBER 5
Initial Specific Issue of
shares to MTN Zakhele
Futhi for cash
SPECIAL        RESOLUTION   1 533 046 219  83.59747%     99.99839%   0.00161%    0.02179%
NUMBER 6
Additional Specific Issue
of shares to MTN Zakhele
Futhi for cash
SPECIAL      RESOLUTION     1 533 049 418  83.59765%     92.66285%   7.33715%    0.02187%
NUMBER 7
General Issue of shares
for cash
SPECIAL      RESOLUTION     1 533 049 417  83.59765%     99.93293%   0.06707%    0.15658%
NUMBER 8
Sanctioning of financial
assistance in connection
with the 2016 ESOP

*     Based on 1 844 049 073 MTN ordinary shares in issue as at the date of the general meeting,
      less treasury shares of 10 206 255.
                                                                                               


**    In relation to the total number of MTN ordinary shares voted for and against at the general
      meeting.


Based on the above voting results, all resolutions were passed by the requisite majority of MTN
shareholders present in person or represented by proxy at the general meeting.


Johannesburg
7 October 2016

Transaction Sponsor
Nedbank Corporate and Investment Banking

Legal advisor

Webber Wentzel Attorneys

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