MTN ZAKHELE (RF) LIMITED - Results of accelerated bookbuild of MTN Group Limited shares as part of MTN Zakhele Unwind - MTNZBE

Results of accelerated bookbuild of MTN Group Limited shares as part of MTN Zakhele Unwind - MTNZBE

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”)

RESULTS OF THE ACCELERATED BOOKBUILD

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 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”).

Shareholders are advised that MTNZ has closed the accelerated bookbuild announced yesterday.

MTNZ raised R2.32 billion through the placing of 21 033 956 MTN Shares at a price of R110.50 per
MTN Share. This cash will be utilised to 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.

Absa Bank Limited (acting through its Corporate and Investment Banking division) acted as Sole
Global Coordinator and Bookrunner, and Vunani Securities Proprietary Limited and Sinayo Securities
Proprietary Limited acted as Co-Lead Managers.

By order of the Board of Directors of MTN Zakhele (RF) Limited

29 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

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