MTN 201606100016A
Update to shareholders on Nigerian fine and withdrawal of cautionary announcement

MTN Group Limited
(Incorporated in the Republic of South Africa)
Registration number: 1994/009584/06
ISIN: ZAE000042164
Share code: MTN
("MTN" or the “Company”)

Update to shareholders on Nigerian fine and withdrawal of cautionary announcement

Further to the various announcements to shareholders regarding this matter, MTN is pleased to inform
shareholders that the matter has been resolved with the Federal Government of Nigeria (FGN) on the
following terms:

MTN Nigeria has agreed to pay a total cash amount of Naira 330 billion over three years (the equivalent of
US$ 1.671 billion at the official exchange rate and US$902 million at the Lagos Parallel Market Rate) to the
FGN in full and final settlement of the matter payable as set out hereunder.

The Naira 50 billion paid in good faith and without prejudice by MTN Nigeria on 24 February 2016
forms part of the monetary component of the settlement leaving a balance of Naira 280 billion
outstanding which will be discharged as follows:

     Naira 30 billion on 8 July 2016
     Naira 30 billion on 31 March 2017
     Naira 55 billion on 31 March 2018
     Naira 55 billion on 31 December 2018
     Naira 55 billion on 31 March 2019
     Naira 55 billion on 31 May 2019

In addition to the monetary settlement set out above:-

-   MTN Nigeria subscribes to the voluntary observance of the Code of Corporate Governance for the
    Telecommunications Industry and will ensure compulsory compliance when the said Code is
    made mandatory for the Telecommunications Industry.

-   MTN Nigeria undertakes to take immediate steps to ensure the listing of its shares on the
    Nigerian Stock Exchange as soon as commercially and legally possible after the date of execution
    of the settlement agreement;

-   MTN Nigeria shall always ensure full compliance with its license terms and conditions as issued
    by Nigerian Communication Commission (“NCC”).

MTN Group Executive Chairman Phuthuma Nhleko said “he expresses his thanks and gratitude to the FGN
for the spirit in which the matter was resolved and believes this is the best outcome for the Company, its
stakeholders, the FGN and the Nigerian people and that the relationship between MTN, the FGN and the
NCC has been restored and strengthened”.

Accordingly, shareholders are advised that they are no longer required to exercise caution when dealing in the
Company’s securities.

Fairland
10 June 2016

Sponsor
Deutsche Securities (SA) Proprietary Limited

Date: 10/06/2016 12:30:00 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.