Dealing in MTN Zakhele Futhi (RF) Limited securities by an associate of a director of MTN MTN Group Limited (Incorporated in the Republic of South Africa) Registration Number 1994/009584/06 Share code: MTN ISIN: ZAE000042164 ("MTN" or “MTN Group”) DEALING IN MTN ZAKHELE FUTHI (RF) LIMITED SECURITIES BY AN ASSOCIATE OF A DIRECTOR OF MTN Shareholders are referred to, amongst others, the MTN announcement of 22 November 2016 in which it was stated that the MTN board of directors had resolved to proceed with the implementation of the MTN Zakhele Futhi (RF) Limited ("MTN Zakhele Futhi") BEE transaction in November 2016 on the basis that MTN subscribed for MTN Zakhele Futhi ordinary shares to make up the equity shortfall (that is, the difference between the equity actually raised pursuant to the MTN Zakhele Futhi public offer and the target equity raise). On 23 November 2016 MTN accordingly subscribed for 27 848 672 MTN Zakhele Futhi ordinary shares ("Warehoused Shares"), at R20.00 per ordinary share, for an aggregate subscription price of approximately R557 million, with the intention of on-selling the Warehoused Shares to qualifying BEE participants in due course. MTN has on 28 December 2017 entered into a Sale of Shares Agreement with Main Street 1561 Proprietary Limited ("Main Street 1561") (being an associate of one of the MTN directors for purposes of the JSE Limited Listings Requirements) pursuant to which MTN will sell 14 750 000 of the Warehoused Shares ("Sale Shares") to Main Street 1561 for an aggregate purchase price of R295 000 000.00 (calculated as R20.00 per Warehoused Share) ("the Transaction"). Completion of the Transaction (including the transfer of the Sale Shares to Main Street 1561 and payment of the purchase price to MTN) is subject to certain administrative and procedural conditions precedent being fulfilled (or waived, as the case may be) by no later than 15 February 2018, which conditions include the requisite FICA and BEE verification being completed on Main Street 1561 ("Conditions Precedent"). Accordingly, in compliance with paragraphs 3.63 – 3.66 of the JSE Limited Listings Requirements, MTN shareholders are advised of the following details of the Transaction: Name of Associate: Main Street 1561 Proprietary Limited Relationship with director: Wholly-owned and/or controlled Name of director: PF Nhleko Name of company of which he is a director: MTN Date of Transaction: The Sale of Shares Agreement is dated 28 December 2017. The Transaction will be completed on the third business day after the fulfillment of the Conditions Precedent (such Conditions Precedent to be fulfilled or waived by no later than 15 February 2018) Number of shares: 14 750 000 MTN Zakhele Futhi ordinary shares Purchase price per share: R20.00 per share Total value of shares: R295 000 000.00 Class of securities: MTN Zakhele Futhi ordinary shares having no par value Nature of transaction: Purchase of MTN Zakhele Futhi ordinary shares off-market from MTN, subject to the fulfillment (or waiver, as the case may be) of certain Conditions Precedent on or before 15 February 2018 Nature of interest: Indirect beneficial Fairland 29 December 2017 Sponsor Deutsche Securities (SA) Proprietary Limited Date: 29/12/2017 11:16:00 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.