Accelerated bookbuild of MTN Group Limited shares as part of MTN Zakhele Unwind MTN Zakhele (RF) Limited (Incorporated in South Africa) (Registration number 2010/004693/06) Share code: MTNZBE ISIN: ZAE000208526 (“MTN Zakhele” or “MTNZ” or the “Company”) MTNZ INTENDS TO CARRY OUT AN ACCELERATED BOOKBUILD OF ORDINARY SHARES IN MTN GROUP LIMITED AS PART OF THE MTN ZAKHELE UNWIND NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, HONG KONG OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL OR WOULD REQUIRE REGISTRATION OR OTHER MEASURES. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN. THE SECURITIES DESCRIBED HEREIN WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933 (THE “SECURITIES ACT”) AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION OR AN EXEMPTION FROM REGISTRATION THEREUNDER. THERE WILL BE NO PUBLIC OFFER IN THE UNITED STATES. Unless defined in this announcement or if the context dictates otherwise, capitalised terms used in this announcement have the same meanings as given in the circular to MTNZ Shareholders dated 5 September 2016 detailing the terms of the unwinding of MTN Zakhele (“Circular”). MTNZ intends to carry out the Market Sale Process of 21,033,956 MTN Shares via an accelerated bookbuild (“Bookbuild”) in order to (i) generate and settle the Cash Consideration component of the Scheme Consideration (including rounding cash) due to Scheme Participants who have elected (or are deemed to have elected) cash for all or part of their MTNZ Shares pursuant to the MTN Zakhele Unwinding Scheme; and (ii) defray any fees, costs, expenses and/or Taxes of and relating to the Market Sale Process. The offer price for the Bookbuild will be determined through an accelerated bookbuild process. The Bookbuild period will commence immediately. The Company may, at any time and for any reason, decide to close or extend the Bookbuild period solely at its own discretion. Final pricing and the gross proceeds raised will be announced as soon as practicable following the closing of the Bookbuild. The Bookbuild will be directed towards South African and international institutional and other professional investors outside the United States (subject to applicable securities laws and in reliance on Regulation S under the Securities Act). In the United States, the Bookbuild is directed only at “qualified institutional buyers” as defined under Rule 144A of the Securities Act. The Company has retained Absa Bank Limited (acting through its Corporate and Investment Banking division) (“Absa Bank”) as Sole Global Coordinator and Bookrunner, and Vunani Securities Proprietary Limited (“Vunani Securities”) and Sinayo Securities Proprietary Limited (“Sinayo Securities”) as Co-Lead Managers. Absa Bank contact details: Vunani Securitiesncontact Sinayo Securities contact details: details: Name: Matthew Duggan Name: Jonathan Feigin Name: Simon Hobday email: email: email: simonh@sinayo.co.za Matt.Duggan@absacapital.com jonathan@vunanisecurities.co.za Phone number: + 27 (0) 11666 Phone number: + 27 (0) 11895 Phone number: + 27 (0) 11263 8462 7864 9509 By order of the Board of Directors of MTN Zakhele (RF) Limited 28 November 2016 Corporate Advisor Tamela Holdings Proprietary Limited Legal Advisor Webber Wentzel Attorneys Transaction Sponsor Nedbank Limited, acting through its Corporate and Investment Banking Division Sole Global Coordinator and Bookrunner Absa Bank Limited (acting through its Corporate and Investment Banking division) Co-Lead Managers Sinayo Securities Proprietary Limited Vunani Securities Proprietary Limited Date: 28/11/2016 05:10:00 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.