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 Date: 07/10/2016 05:01:00 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.