ANNOUNCEMENT TO SHAREHOLDERS26 Sep 2003
MTN GROUP LIMITED - ANNOUNCEMENT TO SHAREHOLDERS                                
  MTN GROUP LIMITED                                                               
  ("MTN Group" or "the Company")                                                  
  (Incorporated in the Republic of South Africa)                                  
  (Registration number 1994/009584/06)                                            
  Share code: MTN                                                                 
  ISIN ZAE000042164                                                               
  ANNOUNCEMENT TO SHAREHOLDERS                                                    
  Shareholders are referred to the announcement by Newshelf 664 (Proprietary)     
  Limited ("Newshelf") dated 20 December 2002 regarding the acquisition by        
  Newshelf of approximately 18.7% of the issued share capital of the Company ("the
  Acquisition") as well as the announcement by the Company dated 11 April 2003    
  detailing the participation by MTN Group executive directors at the time in the 
  economic benefit attaching to the participating redeemable preference share     
  ("the B participating pref share") issued by Newshelf to the Public Investment  
  Commissioner ("PIC") as part of the funding arrangements of the Acquisition.    
  Mr P L Zim, a MTN Group executive director, resigned as a director and executive
  of the Company effective 30 September 2003. His participation in such B         
  participating pref share acquired by him for a consideration of R 921 125 was   
  offered, in terms of pre-emptive rights and subject to the approval by the PIC, 
  to and accepted by the remaining MTN executive directors namely Mr P F Nhleko,  
  Ms I Charnley, Mr R S Dabengwa and Mr R D Nisbet for a total value of R 1 010   
  626 as follows:                                                                 
  PF Nhleko      R    325 942                                                     
  I Charnley     R    228 228                                                     
  RS Dabengwa    R    228 228                                                     
  RD Nisbet      R    228 228                                                     
  Total          R  1 010 626                                                     
  The B participating pref share entitles its holder to participate in a portion  
  of any surplus in Newshelf on the winding up of Newshelf once all amounts owing 
  to various funders have been settled.                                           
  The directors will not acquire any direct or indirect, beneficial or non-       
  beneficial interest in the MTN Group shares acquired by Newshelf as a result of 
  exercising the option.                                                          
  Johannesburg                                                                    
  26 September 2003                                                               
  Sponsor                                                                         
  Merrill Lynch South Africa                                                      
  Date: 26/09/2003 04:09:52 PM Produced by the JSE SENS Department