MTN 201405280002A
Results of Annual General Meeting

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 ANNUAL GENERAL MEETING

Shareholders of MTN are advised that the ordinary and special resolutions proposed in the
notice of annual general meeting (“Notice of AGM”) to shareholders dated 28 March 2014
were passed by the requisite number of votes at the annual general meeting of the Company
held on Tuesday, 27 May 2014. (“The AGM’’)

REPURCHASE OF TREASURY SHARES FROM MOBILE TELEPHONE NETWORKS
HOLDINGS PROPRIETARY LIMITED

In the Notice to the AGM, shareholders were informed in terms of special resolution number 4
and in the appendix to the Notice of AGM that the Company intends to pass a special resolution
approving the repurchase of all the treasury shares presently held by Mobile Telephone
Network Holdings Proprietary Limited, (“MTN Holdings”) being 22 337 752 ordinary shares
(“Repurchase”).

When the Board of directors of MTN (“Board”) approved the Board resolution relating to the
Repurchase, one of the assumptions on which the required solvency and liquidity resolution was
passed by the Board was as mentioned in the appendix to the Notice of AGM, that the
repurchase would be effected at a price of not more than R208.73 per MTN share but at a price
equal to the closing price of the MTN shares quoted on the stock exchange operated by the JSE
Limited (“JSE”) on the business day immediately preceding the date on which the Repurchase
is effected.

The Board’s approval was granted on the understanding that should any of the solvency
assumptions prove not to be accurate, the solvency and liquidity test will be applied afresh and
a new resolution would be considered by the Board.

Subsequent to the finalisation and distribution of the Notice to the AGM, the price of MTN
shares on the JSE increased considerably and exceeded the R208.73 threshold assumed by
the Board in the solvency and liquidity test.

Shareholders were informed at the AGM, prior to the proposing of special resolution number 4
that the Board had reconsidered the solvency and liquidity test and had passed the necessary
resolution incorporating the revised price of R250 for the solvency and liquidity test purposes.

Fairland
28 May 2014

Sponsor
Deutsche Securities (SA) Proprietary Limited

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