MTN GROUP LIMITED - Exchange of Shares in INT Towers Limited

Exchange of Shares in INT Towers Limited

MTN Group Limited
(Incorporated in the Republic of South Africa)
Registration Number 1994/009584/06
Share code: MTN
ISIN: ZAE000042164
("MTN ")

MTN GROUP EXCHANGE OF SHARES IN INT TOWERS LIMITED

Today, 1 February 2017, MTN Group Limited (“MTN”) announced that it will exchange its
51% interest in Nigeria Tower InterCo B.V., the parent company of INT Towers Limited
(“INT”), the Nigerian telecom tower operator, for an additional shareholding in IHS Holding
Limited (“IHS Group") (the "Transaction"). As a result of the Transaction, MTN’s economic
interest in IHS Group will increase from approximately 15% to approximately 29% (note
1). There are no conditions precedent to the Transaction and it is expected to close once the
new shares in IHS Group have been issued during Q1 2017.

In exchanging all of its interest in INT in Nigeria for additional shares in the pan-African IHS
Group, all of MTN's interest in IHS will sit alongside a world-class group of investors
including Wendel, the International Finance Corporation (IFC), Government of Singapore
Investment Corporation (GIC), Korea Investment Corporation (KIC) and Emerging Capital
Partners (ECP), among other international investors.

The Transaction enables MTN to simplify its tower ownership structure and diversify its
tower infrastructure exposure across the IHS Group which operates in a number of markets
across Africa. Moreover, the Transaction will better enable MTN to crystallise value for
MTN’s shareholders in the future. The investment in IHS Group allows MTN to benefit
economically from its previously owned passive infrastructure and continued network
investment.

MTN’s Executive Chairman, Phuthuma Nhleko, said that “the transaction represents a
significant step in MTN’s long-standing partnership with IHS. It simplifies our ownership
structure and diversifies our tower investments across the IHS Group. IHS Group is
extremely well positioned for future growth and build-out from 3G upgrades and the move to
LTE across its key markets.”

Issam Darwish, Executive Vice Chairman and Group CEO of IHS Group, said: “The MTN
transaction and partnership was transformational for IHS and has allowed us to invest a
significant amount of capital to better serve our customers, accelerate our growth and the
development of critical telecommunications infrastructure across Africa. We are delighted to
announce the transaction which simplifies the shareholding structure of IHS Group and
marks an important milestone as we strengthen our capital structure and our position as the
leading independent tower company in EMEA."
The Transaction is a Category 2 transaction in terms of the JSE Listings Requirements.

About IHS Group: IHS Group is the largest independent tower operator in Africa, Europe and
Middle East and the tenth largest independent tower company in the world, with
over 23,300 towers. Founded in 2001, IHS Group provides services across the full tower
value chain – colocation on owned towers, deployment and managed services. IHS Group
continues to grow and develop its business with leading market positions in Nigeria,
Cameroon, Côte d’Ivoire, Zambia and Rwanda and has also recently led in-market
consolidation in Africa through its acquisition of Helios Towers Nigeria in early 2016.

Note 1 - Prior to the Transaction, MTN's interest in IHS Group was non-voting. Post the
transaction, to ensure the continued independent and competitive proposition of IHS Group,
MTN's influence on IHS Group is significantly restricted by a number of limitations including
on voting rights, no board representation, and restrictions on access to information. These
restrictions do not impact MTN's economic interest. Given limitations on influence, MTN's
interest in IHS Group has to date been accounted for as a financial instrument “available for
sale” in accordance with IAS 39 Financial Instruments: Recognition and Measurement,
whereby MTN only accounts for the fair value changes relating to its investment directly in
the statement of comprehensive income and does not consolidate or equity account the net
profits or net assets of IHS Group. Whilst MTN continually makes assessments of critical
judgments as it relates to its accounting treatment, the accounting treatment in respect of
IHS Group is not currently expected to change. MTN’s approximate15% interest in IHS
Group was held at fair value of ZAR11.4 billion at 30 June 2016. For further information
please refer to note 5 “fair value measurement of investments” in MTN’s consolidated
financial results for the six months ended 30 June 2016.

Note 2 - The ratio at which shares in Nigeria Tower Interco BV were exchanged for new IHS
Group shares was based on historic financial performance adjusted for growth, leverage and
other adjustments.

Note 3 - About INT: INT is a Nigeria-based tower operator. The company was founded in
2014 by IHS Group and MTN which subsequently acquired 8,850 existing towers from MTN
Nigeria. As at 30 June 2016, MTN's stake in INT was equity accounted for in accordance
with IAS 28: Investments in Associates, and whose carrying value was approximately
ZAR4.6 billion. MTN recorded Net Losses of approximately ZAR2.5 billion in relation to INT
for the six months ended 30 June 2016. As a result of the transaction MTN will derecognise
its interest in INT.


Fairland
1 February 2017

Sponsor
Deutsche Securities (SA) Proprietary Limited

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