MTN Zakhele Futhi Scheme MTN Group Limited (Incorporated in the Republic of South Africa) (Registration number 1994/009584/06) (Share code MTN) (ISIN: ZAE000042164) (“MTN” or “the Group”) MTN Zakhele Futhi scheme On 22 August 2016, MTN Group Limited (“MTN”) announced the details of its 2016 Black Economic Empowerment (“BEE”) ownership transaction (the “2016 MTN BEE Transaction”), in terms of which: (i) MTN Zakhele Futhi (RF) Ltd (“MTN Zakhele Futhi”) issued ordinary shares to qualifying members of the Black public; and (ii) MTN Zakhele Futhi acquired MTN ordinary shares, at a discount, constituting approximately 4% of the issued share capital of MTN (using a combination of notional vendor finance from MTN and third-party preference share funding). The MTN board of directors (“MTN Board”) passed a resolution approving certain proposed voluntary amendments to the 2016 MTN BEE Transaction. MTN has either already implemented or is in the process of finalising the implementation of these voluntary amendments, in order to enhance the MTN Zakhele Futhi BEE scheme, and to further strengthen the governance and oversight of the MTN Zakhele Futhi board of directors (“MTN Zakhele Futhi Board”) and its interaction with MTN, as follows (the “Amendments”): (i) The annual general meeting (“AGM”) of MTN Zakhele Futhi will be held before the MTN AGM so that the MTN Zakhele Futhi Board can seek guidance from MTN Zakhele Futhi shareholders as to how resolutions at the MTN AGM should be voted. An MTN representative will attend MTN Zakhele Futhi AGMs to answer questions relating to MTN and the proposed MTN resolutions, if asked. Similar arrangements will be put in place with respect to MTN extraordinary general meetings (if any). (ii) MTN’s veto with respect to the declaration of dividends by MTN Zakhele Futhi has been removed and replaced with a ratio- based dividends test for dividend declarations. (iii) MTN will engage with the MTN Zakhele Futhi Board (as it does with other substantial shareholders) with respect to MTN’s financial results, strategy and other operational issues. This is usually done on a bi-annual basis when MTN’s audited financial statements are released. (iv) The MTN Zakhele Futhi Board can appoint the Board chairperson from among its members (who accordingly need not be an MTN director, as was previously required). (v) Certain MTN Zakhele Futhi Board decisions used to require the approval of at least one of the MTN appointed directors. These veto rights have been removed. (vi) MTN, rather than directly appointing its nominees to the MTN Zakhele Futhi Board, would instead be entitled to propose such nominees to the MTN Zakhele Futhi Board for them to be appointed, if acceptable to the MTN Zakhele Futhi Board. Such directors would then stand for election by the MTN Zakhele Futhi shareholders at the next AGM, and thereafter would retire by rotation, as with the other MTN Zakhele Futhi directors. (vii) Previously at least one of the two MTN directors had to be present at MTN Zakhele Futhi Board meetings for a quorum to be constituted. The MTN director quorum requirement has been removed. In addition to the above Amendments, the MTN Zakhele Futhi Board has the right to nominate one of its members for appointment to the MTN Board. Any such appointment will be subject to successful completion of the usual MTN Board appointment and approval processes. Based on confirmation from MTN and its legal advisers as well as the pro forma financial effects of the Amendments reported on by MTN’s joint auditors (as required by the JSE Limited (“JSE”) Guidance Letter: Amending Transaction terms as approved by shareholders dated 8 May 2012), MTN is comfortable that the Amendments, while they are significant from an empowerment perspective, (i) do not conflict with the 2016 MTN BEE Transaction as approved by MTN shareholders on 7 October 2016, and (ii) are not material to the MTN shareholders, as the Amendments do not materially alter the economics of the 2016 MTN BEE Transaction as approved by MTN shareholders on 7 October 2016. The JSE issued a no objection letter, and accordingly, the Amendments are not being referred back to MTN shareholders for approval. Fairland 07 November 2019 Lead sponsor JP Morgan Equities (SA) Proprietary Limited Joint sponsor Tamela Holdings Proprietary Limited Date: 07/11/2019 08:32:00 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.