Results of MTN Annual General Meeting and changes to the Board of Directors

Results of Annual General Meeting

Shareholders are advised that, at the Annual General Meeting of MTN, held on 28 May 2013, all the ordinary and special resolutions contained in the notice of the Annual General Meeting, dated 19 April 2013, were passed, without modification, by the requisite majority votes.

Changes to the Board of Directors

Shareholders are referred to the announcement dated 7 March 2013, regarding Cyril Ramaphosa's retirement as non-executive director and Chairman of MTN on 28 May 2013.

It is confirmed that Ramaphosa retired from the Board of MTN (the Board) at the conclusion of the Annual General Meeting. Ramaphosa has served as Chairman of the MTN Board since 2001 and the Board would like to take this opportunity to thank Ramaphosa for his support and efforts over the years. His valuable contribution and strong leadership have been key drivers in the ongoing success of the Group.

Following a comprehensive review by the Board, overseen by lead independent non-executive director, Alan van Biljon, the Board is pleased to announce the appointment of Phuthuma Nhleko as a non-executive director and Chairman of MTN, with effect from 29 May 2013.

The Board welcomes the appointment of Nhleko, who previously served as a non-executive director and Chairman of MTN from July 2001 until June 2002, and thereafter as an executive director as well as Group President and CEO until March 2011. It is the Board's belief that Nhleko's previous association with MTN and his experience in the telecommunications industry will benefit the Group. Although Nhleko is not an independent Chairman by virtue of him taking a break of just over two years as the Group President and CEO, the Board is satisfied that having considered the principles of governance and King III, the current Board structure, which includes the lead independent director, will provide the appropriate level of governance for MTN and its shareholders.