Introducing MTN Zakhele Futhi

Now is the time to plant seeds for the future

Prospectus
A copy of this prospectus has been registered with the Companies and Intellectual
Property Commission as required by the Companies Act 71 of 2008, as amended.

This prospectus and the documents referred to in paragraph 3 of section 4 of this

prospectus were attached to the copy of the prospectus which was filed for
registration with the Companies and Intellectual Property Commission.
Overview
This quick overview gives you the highlights of how to apply for MTN Zakhele Futhi Shares
Please note that this overview is subject to all the terms and conditions of the full
MTN Zakhele Futhi Prospectus

Who When
can apply? can I apply?
START: 09:00 on
1 Black People
12 Sep 2016
2 Black Groups
END: 16:00 on
21 Oct 2016
Mon, 12 Sep 2016 | Fri, 21 Oct 2016

1 MTN Zakhele Cash Applicants must

How much Futhi share apply for at least
will it cost me? 100 SHARES

How do I apply? RE-INVESTMENT APPLICANTS

1 If you hold dematerialised MTN Zakhele Shares, you must

CASH APPLICANTS instruct your CSDP or broker in accordance with your
mandate with them as to your election by no later than
1 Capture some of your data online at 12:00 on 21 October 2016. If you hold your MTN Zakhele
www.mtn.com/zakhelefuthi or visit a Shares through Pacific Nominees, you must make an
Participating Nedbank Branch election on the MTN Zakhele transaction platform, or
through the MTN Zakhele call centre on 083 123 6869, by
2 Collect all your supporting 12:00 on 19 October 2016
documents
2 If you hold certificated MTN Zakhele Shares, complete and
3 Every Applicant must visit a Participating deliver the form of surrender, election and transfer (the pink
Nedbank Branch to: form in the MTN Zakhele Scheme circular) to MTN Zakhele
a) provide your outstanding information transfer secretaries by latest 12:00 on 21 October 2016
b) sign the completed Application Form printed 3 From here, you’ll follow the same application process as
at the Participating Nedbank Branch; and cash applicants, but you won’t be required to make a cash
c) submit your supporting documents payment. You can however also apply for additional MTN
Zakhele Futhi Shares in cash, if you choose to do so, using
4 You’ll be SMSed payment instructions and a your unique reference number as the payment reference
unique reference number Transfer Secretaries
Link Market Services South Africa Proprietary Limited,
5 Make payment using your unique reference 13th Floor, Rennie House, 19 Ameshoff Street, Braamfontein
number as the payment reference (PO Box 4844, Johannesburg, 2000)
A few things to note
After the Offer Period closes, MTN Zakhele Futhi will determine whether your application was accepted and
how many shares you’ll receive. If you do not receive all the MTN Zakhele Futhi Shares you applied for, you
will receive your money back for the shares you didn’t receive. If this is due to an oversubscription, you will
also receive interest on the money from the Closing Date until the date of refund (both days excluded)

Need a hand What documents

with your do I need to submit?
application? 1 FICA
2 Bank statements
documents stamped by your bank
Call the Nedbank
Black Groups will need to submit a Valid BEE
Contact Centre on 3 Ownership Certificate if:
083 900 6863
or visit a Participating a.You are a Cash Applicant applying for 50 000 or more MTN Zakhele
Nedbank Branch Futhi Shares (i.e. R1m); or b.You are a Re-investment Applicant applying
They can also assist you with any to re-invest 15 000 or more MTN Zakhele Shares; or c.You are a
changes you need to make to your Re-investment Applicant applying to re-invest 8 000 or more MTN
application Zakhele Shares and have also applied for additional MTN Zakhele Futhi
Shares as a Cash Applicant, in any amount

How do I pay?
You can pay by cash or EFT. Whatever amount you deposit in the bank account prior to 16:00 on
21 October 2016 will be used to apply for as many MTN Zakhele Futhi shares up to that amount
R
(in multiples of R100), but only payments received before the dates below will be accepted. Re-investment Applicants will not
need to make a cash payment and the value of the scheme consideration due to you for the MTN Zakhele shares you elect to
re-invest will be used to apply for as many MTN Zakhele Futhi Shares up to that amount. You can however increase the shares
applied for by depositing additional cash under the same terms as Cash Applicants

WHERE/HOW? WHEN? IMPORTANT TO NOTE

Participating Nedbank Branch or

CASH Nedbank Intelligent Depositor
By 16:00 on Fri, 21 Oct 2016 Maximum R24 999 per deposit

MTN Zakhele Futhi (RF) Limited By 16:00 on Tue, 18 Oct 2016

EFT Nedbank Current Account no:
1119098157
Branch code: 198765
Enter the unique reference number SMSed to you as your payment reference

Why should I invest? Stay informed

• MTN is facilitating the 2016 MTN BEE Transaction by providing We’ll keep you updated by
Notional Vendor Finance to MTN Zakhele Futhi to subscribe for new SMS. For any queries, visit a
MTN shares at a 20% discount to the Transaction Share Price Participating Nedbank
• The total value of this discount if the offer is fully subscribed is Branch or call the Nedbank
R1.974 billion Contact Centre 083 900 6863
(toll-free for MTN subscribers
only)
 Investment Bank, Corporate Advisor and Legal and Tax Advisor to MTN Zakhele Futhi,
Transaction Sponsor to MTN MTN Zakhele and MTN

Investment Bank, Corporate Advisor, Arranger, Registered Auditor to MTN Zakhele Futhi
and Bookrunner to MTN Zakhele Futhi and MTN Zakhele

Joint Independent Registered Auditors

Distribution Agent to MTN

Co-funders to MTN Zakhele Futhi Legal Advisor to the Co-funders

   

Independent Counsel to MTN Zakhele Futhi

Share Administration Agent and MTN Zakhele

Custodian to MTN Zakhele Futhi Corporate advisor to MTN Zakhele

iv
The definitions and interpretations commencing on page 25 of this Prospectus apply to the entire document, including this cover page. This
Prospectus, accompanied by the documents referred to under “Documents available for inspection” as set out in paragraph 3 of Section 4 of
this Prospectus, was registered by the CIPC on 26 August 2016 and is issued in terms of the Companies Act and the Companies Regulations
for the purpose of providing information to the Applicants wishing to participate in the MTN Zakhele Futhi Public Offer and to MTN Zakhele
Shareholders wishing to participate in the MTN Zakhele Re-investment Offer. [Reg 51(4)]

MTN ZAKHELE FUTHI (RF) LIMITED

Incorporated in the Republic of South Africa

(Registration number 2016/268837/06)

(“MTN Zakhele Futhi” or the “Company”)

Prospectus

This Prospectus relates to an invitation to Black People and Black Groups to subscribe for up to 123 416 819 ordinary shares in
MTN Zakhele Futhi at R20.00 per MTN Zakhele Futhi Share.

The Prospectus is also issued for the purpose of giving MTN  Zakhele Shareholders the statutorily required information
in connection  with the MTN Zakhele Re-investment Offer under the MTN Zakhele Unwinding Scheme (if such a scheme is
implemented), and does not amend the terms and conditions of the MTN Zakhele Unwinding Scheme and the MTN Zakhele
Re- investment Offer made available thereunder. The MTN Zakhele Re-investment Offer under the MTN Zakhele Unwinding
Scheme is one of the options available to MTN Zakhele Shareholders in consideration for their MTN Zakhele Shares under the
MTN Zakhele Unwinding Scheme (if such scheme is implemented) and is an offer to apply to receive MTN Zakhele Futhi Shares
from MTN Zakhele. To the extent that the right to such election constitutes an offer to the public of MTN Zakhele Futhi Shares in
terms of Section 95(1)(h) of the Companies Act, this Prospectus also relates to such election.

Each MTN Zakhele Futhi Share has an underlying value, as at the Last Practicable Date, of R33.50 based on the assumptions
contained on pages 45 and 46. (Please see paragraph 3.5 of Section 1 of this Prospectus.)

The minimum subscription required for participation by a Cash Applicant in the MTN Zakhele Futhi Offer is 100 MTN Zakhele Futhi
Shares, which amounts to a minimum subscription payment of R2 000.00. The minimum subscription required for participation
by a Re-investment Applicant in the MTN Zakhele Futhi Offer is the election to re-invest 50 MTN Zakhele Shares.

If the cash amount raised under the MTN Zakhele Futhi Public Offer is less than R250 million, then the 2016 MTN BEE Transaction
will not be implemented.

If the total equity raised in the MTN Zakhele Futhi Offer (i.e. through cash and/or through the MTN Zakhele Re-investment) is less
than R1 234.1 million, then the 2016 MTN BEE Transaction will also not be implemented. If the total equity raised is equal to or
above R1 234.1 million but below R2 468.3 million, the 2016 MTN BEE Transaction may or may not be implemented, at the election
of MTN. [Reg 54(3)(b)]

The MTN Zakhele Futhi Offer opens at 09:00 on Monday, 12 September 2016 and closes at 16:00 on Friday, 21 October 2016.

Date of issue: Monday, 12 September 2016

1
CORPORATE INFORMATION AND ADVISORS

Registered Office of MTN Zakhele Futhi Company Secretary

MTN Zakhele Futhi (RF) Limited Maitland Group South Africa Limited
(Registration number 2016/268837/06) (Registration number 1981/009543/06)
216 – 14th Avenue, Fairland, 2195 1 Maitland House
South Africa River Park, Gloucester Road
(Private Bag X9955, Cresta, 2118) Mowbray, 7700
(PO Box 3149, Cape Town, 8000)

Investment Bank, Corporate Advisor and Transaction Sponsor Corporate Advisor to MTN Zakhele
to MTN and Investment Bank, Corporate Advisor and Arranger Tamela Holdings Proprietary Limited
to MTN Zakhele Futhi (Registration number 2008/011759/07)
Nedbank Limited, acting through its Corporate and Investment Ground Floor
Banking division (Corporate Finance) Ballyoaks Office Park
(Registration number 1951/000009/06) 35 Ballyclare Drive
135 Rivonia Road Bryanston
Sandton, 2196 2191
South Africa (PO Box 379, Morningside, Gauteng, 2057)
(PO Box 1144, Johannesburg, 2000)

Legal and Tax Advisor to MTN, MTN Zakhele and MTN Zakhele Share Administration Agent
Futhi Nedbank Limited, acting through its Share Scheme Administration
Webber Wentzel Attorneys business unit
90 Rivonia Road (Registration number 1951/000009/06)
Sandton 135 Rivonia Road
Johannesburg, 2196 Sandton, 2196
South Africa South Africa
(PO Box 61771, Marshalltown, 2107) (PO Box 1144, Johannesburg, 2000)

Distribution Agent Auditor to MTN Zakhele Futhi, MTN Zakhele and

Nedbank Limited Joint Independent Registered Auditor to MTN
(Registration number 1951/000009/06) SizweNtsalubaGobodo Inc.
135 Rivonia Road Chartered Acountants (SA)
Sandton, 2196 Registered Accountants and Auditors
South Africa (Registration number 2005/034639/21)
(PO Box 1144, Johannesburg, 2000) 20 Morris Street East
Woodmead, 2191
South Africa
(PO Box 2939, Saxonwold, 2132)

Bookrunner to MTN Zakhele Futhi Joint Independent Registered Auditor to MTN

Nedbank Limited, acting through its Corporate and Investment PricewaterhouseCoopers Inc.
Banking division (Leveraged Finance) Chartered Accountants (SA)
(Registration number 1951/000009/06) Registered Accountants and Auditors
135 Rivonia Road (Registration number 1998/012055/21)
Sandton, 2196 2 Eglin Road
South Africa Sunninghill, 2157
(PO Box 1144, Johannesburg, 2000) South Africa
(Private Bag X36, Sunninghill, 2157)

Legal Advisor to the Co-funders Custodian

ENSAfrica Nedbank Limited, acting through its Corporate and Investment
150 West Street Banking division (Nedbank Investor Services)
Sandton (Registration number 1951/000009/06)
Johannesburg, 2196 135 Rivonia Road
South Africa Sandton, 2196
(PO Box 783347, Sandton, 2146) South Africa
(PO Box 1144, Johannesburg, 2000)

2
Co-funders to MTN Zakhele Futhi Independent Legal Advisors to MTN Zakhele Futhi and MTN
Nedbank Limited Zakhele
(Registration number 1951/000009/06) Prinsloo Tindle & Andropoulos Incorporated
135 Rivonia Road (Registration number 1998/021593/21)
Sandton, 2196 1st Floor, 17 Fricker Road
South Africa Illovo Boulevard
(PO Box 1144, Johannesburg, 2000) Illovo, 2196
South Africa
(PO Box 55024, Northlands, 2116)

Rand Merchant Bank, a division of FirstRand Bank Limited Beja Attorneys Incorporated

(Registration number 1929/001225/06) (Registration number 2015/244670/21)
4 Merchant Place 82 Maude Street
Corner Fredman Drive and Rivonia Road Sandton, 2146
Sandton, 2196 South Africa
South Africa (82 Maude Street, Sandton, 2146)
(PO Box 650149, Benmore, 2010)

Absa Bank Limited

(Registration number 1986/004794/06)
7th Floor, Barclays Towers West
15 Troye Street
Johannesburg, 2001
South Africa

3
TABLE OF CONTENTS

Page

CORPORATE INFORMATION AND ADVISORS 2

TABLE OF CONTENTS 4

IMPORTANT INFORMATION 6

Completing your application form 7

IMPORTANT DATES AND TIMES FOR THE MTN ZAKHELE FUTHI OFFER 10

RE-INVESTMENT APPLICANT AND CASH APPLICANT DECISION MAKING PROCESS 11

AN OVERVIEW OF THE APPLICATION PROCESS 12

AN OVERVIEW OF THE MTN ZAKHELE FUTHI OFFER 17

DEFINITIONS AND INTERPRETATIONS 25

SECTION 1: INFORMATION ABOUT MTN ZAKHELE FUTHI [reg 56] 40

1. NAME, ADDRESS AND INCORPORATION [reg 57] 40
2. MTN ZAKHELE FUTHI DIRECTORS, OTHER OFFICE HOLDERS, OR MATERIAL THIRD PARTIES [reg 58] 40
3. HISTORY, STATE OF AFFAIRS AND PROSPECTS OF MTN ZAKHELE FUTHI [reg 59] 42
4. SHARE CAPITAL OF MTN ZAKHELE FUTHI [reg 60] 47
5. OPTIONS OR PREFERENTIAL RIGHTS IN RESPECT OF SHARES [reg 61] 47
6. COMMISSIONS PAID OR PAYABLE IN RESPECT OF UNDERWRITING [reg 62] 48
7. MATERIAL CONTRACTS [reg 63] 48
8. INTEREST OF DIRECTORS AND PROMOTERS [reg 64] 48
9. LOANS [reg 65] 48
10. SHARES ISSUED OR TO BE ISSUED OTHER THAN FOR CASH [reg 66] 48
11. PROPERTY ACQUIRED OR TO BE ACQUIRED [reg 67] 48
12. AMOUNTS PAID OR PAYABLE TO PROMOTERS [reg 68] 48
13. PRELIMINARY EXPENSES AND ISSUE EXPENSES [reg 69] 49

SECTION 2: INFORMATION ABOUT THE MTN ZAKHELE FUTHI OFFER 50

1. PURPOSE OF THE MTN ZAKHELE FUTHI OFFER [reg 70] 50
2. TIME AND DATE OF THE OPENING AND CLOSING OF THE MTN ZAKHELE FUTHI OFFER [reg 71] 50
3. PARTICULARS OF THE MTN ZAKHELE FUTHI OFFER [reg 72] 51
4. MINIMUM SUBSCRIPTION [reg 73] 54
5. QUALIFYING MEMBERS OF THE BLACK PUBLIC 55
6. APPLYING FOR MTN ZAKHELE FUTHI SHARES 55
7. PAYMENT FOR MTN ZAKHELE FUTHI SHARES – CASH APPLICANTS 60
8. PAYMENT FOR MTN ZAKHELE FUTHI SHARES – RE-INVESTMENT APPLICANTS 61
9. ALLOCATION OF MTN ZAKHELE FUTHI SHARES 61
10. RESERVATION OF RIGHTS AND GENERAL DISCRETION 62
11. REPRESENTATION AND EXCLUSION OF LIABILITY 62

4
 Page

12. RELATIONSHIP AGREEMENT AND RESTRICTIONS ON THE MTN ZAKHELE FUTHI SHARES 62
13. MTN Zakhele Futhi Shares held by MTN or its nominees 69
14. MTN representation on MTN Zakhele Futhi Board 69
15. Maximum permitted shareholding in MTN Zakhele Futhi 69
16. CONDITIONS PRECEDENT AND IMPLEMENTATION 69

SECTION 3: STATEMENTS AND REPORTS RELATING TO THE MTN ZAKHELE FUTHI PUBLIC OFFER 70
1. STATEMENT AS TO ADEQUACY OF CAPITAL [reg 74] 70
2. REPORT BY MTN ZAKHELE FUTHI DIRECTORS AS TO MATERIAL CHANGES [reg 75] 70
3. STATEMENT AS TO LISTING ON STOCK EXCHANGE [reg 76] 70
4. REPORT BY AUDITOR WHERE BUSINESS UNDERTAKING TO BE ACQUIRED [reg 77] 70
5. REPORT BY AUDITOR WHERE THE COMPANY WILL ACQUIRE A SUBSIDIARY [reg 78] 70
6. REPORT BY AUDITOR OF MTN ZAKHELE FUTHI [reg 79] 70

SECTION 4: ADDITIONAL MATERIAL INFORMATION 71

1. ABOUT THE 2016 MTN BEE TRANSACTION 71
2. ABOUT MTN 83
3. DOCUMENTS AVAILABLE FOR INSPECTION [reg 53] 92

SECTION 5: INAPPLICABLE OR IMMATERIAL MATTERS 93

ANNEXURE 1: EXTRACTS FROM THE MTN ZAKHELE FUTHI MOI 94

ANNEXURE 2: INDEPENDENT REGISTERED AUDITOR’S REPORT ON MTN ZAKHELE FUTHI 113

ANNEXURE 3: MTN’S CONSOLIDATED HISTORICAL FINANCIAL INFORMATION 114

ANNEXURE 4: J OINT INDEPENDENT REGISTERED AUDITORS’ REPORT ON MTN’S CONSOLIDATED HISTORICAL

FINANCIAL INFORMATION 117

ANNEXURE 5: KEY PROVISIONS OF THE BFC2 PREF SHARES AND THE MTN ZAKHELE FUTHI PREF SHARES 119

ANNEXURE 6: PRICE HISTORY OF MTN SHARES ON THE JSE 122

ANNEXURE 7: THE RELATIONSHIP AGREEMENT 123

ANNEXURE 8: FICA SUPPORTING DOCUMENTS REQUIRED FOR BLACK PEOPLE AND BLACK GROUPS 146

ANNEXURE 9: Appointment of authorised Representative 159

APPLICATION FORM FOR BLACK PEOPLE TO SUBSCRIBE FOR SHARES IN MTN ZAKHELE FUTHI 161

APPLICATION FORM FOR BLACK GROUPS TO SUBSCRIBE FOR SHARES IN MTN ZAKHELE FUTHI 163

CONFIRMATION OF POSSESSION OF PROSPECTUS WITH RESPECT TO THE MTN ZAKHELE FUTHI OFFER 165

5
IMPORTANT INFORMATION

Capitalised terms used in this Prospectus have been defined on pages 25 to 39. This Prospectus is addressed only to persons in South Africa, and
does not constitute an offer or invitation to subscribe in, into or from, or capable of acceptance in, any jurisdiction other than in South Africa.
FORWARD-LOOKING STATEMENTS
Some statements in this Prospectus are forward-looking and involve risks and uncertainties. These generally include, but are not limited to,
terminology such as “may”, “will”, “expect”, “intend”, “plan”, “estimate”, “anticipate” and “believe”. These include statements regarding, amongst
others, the future financial position, prospects, growth in markets, projected costs, estimates of capital expenditures and plans and objectives
of management for the future operation of MTN Zakhele Futhi, MTN Zakhele and/or MTN. The actual performance could differ materially from
these forward-looking statements.
Because many factors, including the risk factors referred to in this Prospectus, could cause the actual results or outcomes to differ materially from
those expressed in any forward-looking statements made in this Prospectus, do not place undue reliance on these forward-looking statements.
Further, any forward-looking statement speaks only as at the date on which it is made, and neither MTN, the Company nor MTN Zakhele
undertake any obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is
made or to reflect the occurrence of unanticipated events or to advise any person of such changes, except where required to do so by law. New
factors may emerge in the future, and it is not possible for MTN, the Company and/or MTN Zakhele to predict and list such factors. In addition,
MTN, the Company and/or MTN Zakhele cannot assess the effect of each factor on their respective businesses or the extent to which any factor,
or combination of factors, may cause actual results to differ materially from those described in any forward-looking statements.
PROSPECTUS COMPLIES WITH THE COMPANIES ACT
This Prospectus complies with section 100 of the Companies Act and Parts B and C of Chapter 4 of the Companies Regulations. The written
consents of the experts and advisors set out in the "Corporate Information and Advisors" Section of this Prospectus have been attached to the
copy of the Prospectus filed with the CIPC. Each of the aforementioned experts and advisors have consented to the use of any statement made
by them in this Prospectus and/or the use of their names in this Prospectus, as the case may be, and have not withdrawn such consents as at the
date of this Prospectus. The number of each applicable regulation of the Companies Regulations is given in square brackets after appropriate
headings or sub-headings.
OBTAINING COPIES OF THIS PROSPECTUS
Copies of this Prospectus may be obtained during normal business hours from 09:00 on Monday, 12 September 2016 until 16:00 on Friday, 
21 October 2016 from:
• any Participating Nedbank Branch; or
• any participating MTN store; or
• the Registered Office of MTN Zakhele Futhi (see the “Corporate Information and Advisors” Section of this Prospectus for these details).
Unless permitted otherwise, copies will be limited to one per person.
Due to logistical constraints, the Company cannot guarantee that physical copies of the Prospectus will be available at all times at the above
locations. You can also download copies of this Prospectus from the MTN website at www.mtn.com/zakhelefuthi.

6
COMPLETING YOUR APPLICATION FORM

The process is different for you if you are a Cash Applicant or if you are a Re-investment Applicant (Details of what qualifies you as a Cash
Applicant and/or a Re-investment Applicant are set out in question 2 (An Overview of the Application Process) on page 12 of the Prospectus.)
Should you require assistance in completing your Application Form, you can contact the Nedbank Contact Centre on 083 900 6863
(toll-free number for MTN subscribers only). The Nedbank Contact Centre operating hours are from 08:00 until 16:30 from Monday to Friday.

Cash Applicant Re-investment Applicant

Step 1 The following options are available to all Applicants to provide some of the required data for purposes of
populating an Application Form prior to visiting a Participating Nedbank Branch if an Applicant wishes to
Providing the required data to
do so in order to speed up the application process:
populate your Application Form
• Applicants who are Black People may complete (but should not sign) the blue Application Form
attached to this Prospectus by hand and Applicants who are Black Groups may complete (but should
not sign) the green Application Form attached to this Prospectus by hand; or
• Applicants may call the Nedbank Contact Centre on 083 900 6863 (toll-free number for MTN
subscribers only); or
• Applicants may visit the following MTN website to electronically capture some of your data for the
Application Form – www.mtn.com/zakhelefuthi.
The Participating Nedbank Branch will use the data provided to populate the Application Form, which
will be printed at the Participating Nedbank Branch for signature by the Applicant. Please do not sign an
Application Form prior to visiting a Participating Nedbank Branch and being requested to do so.

If you hold dematerialised MTN Zakhele Shares, you must

instruct your CSDP or broker in accordance with your
mandate with them as to your election under the MTN
Zakhele Unwinding Scheme but by no later than 12:00 on
21 October 2016.
If you hold your MTN Zakhele Shares through Pacific
Nominees, you must make an election under the MTN
Zakhele Unwinding Scheme on the MTN Zakhele transaction
platform, or through the MTN Zakhele call centre on
083 123 6869, by 12:00 on 19 October 2016.
If you hold certificated MTN Zakhele Shares, you must
complete and deliver the form of surrender, election and
transfer (the pink form attached to the MTN Zakhele Scheme
Circular) to the transfer secretaries of MTN Zakhele, Link
Market Services South Africa Proprietary Limited, 13th Floor,
Rennie House, 19 Ameshoff Street, Braamfontein (PO Box
4844, Johannesburg, 2000), by no later than 12:00 on Friday,
21 October 2016.
If you require any assistance as a Re-investment Applicant
with the election process, you can contact the MTN Zakhele
call centre on 083 123 6869 for assistance.

7
Step 2 Visit any Participating Nedbank Branch. Please bring a copy of the Prospectus with you to the Participating
Nedbank Branch. If you do not have a copy of the Prospectus, the Participating Nedbank Branch will
Complete, sign and submit your
provide you with a copy.
Application Form
At the Participating Nedbank Branch you will be assisted in capturing all required data in order for the
Participating Nedbank Branch to complete your Application Form.
If you provided any data in accordance with Step 1, such data will also be used by the Participating
Nedbank Branch to complete your Application Form. You will also be assisted to confirm, correct and
update any information supplied in accordance with Step 1.
The required FICA verification process will also be done at this stage at the Participating Nedbank Branch.
Applicants must therefore bring and submit all supporting documents contemplated in paragraph 6.2 of
Section 2 on page 57 of the Prospectus when they visit a Participating Nedbank Branch.
Once all of the required data has been captured and the Application Form has been completed by the
Participating Nedbank Branch, the Participating Nedbank Branch will print the Application Form to be
signed by you at the Participating Nedbank Branch.
At the time of and immediately prior to signing the Application Form printed by the Participating
Nedbank Branch, you will be requested to sign and tear out the Confirmation of Possession attached to
this Prospectus on page 165. Please do not sign or tear out the Confirmation of Possession prior to visiting
the Participating Nedbank Branch and being requested to do so. The Participating Nedbank Branch will
retain the original signed Confirmation of Possession.
Black minors must be assisted by their parents or legal guardians. Black Groups must be represented by
an authorised representative. Black Groups will be required to submit the original completed and signed
appointment of authorised representative attached as Annexure 9 to this Prospectus for purposes of the
authorised representative signing the Application Form.
Only Application Forms created in the manner set out above will be accepted by a Participating Nedbank
Branch. If you filled in an Application Form in accordance with Step 1, such document will not be
accepted as your Application Form, but may be used by the Participating Nedbank Branch to fill out your
Application Form for signature at the Participating Nedbank Branch.
The Participating Nedbank Branch will retain your original signed Application Form and provide you with
a copy thereof. You will be sent an SMS with a unique reference number which must be used with
respect to all enquiries, payments and documents in connection with your application and the MTN
Zakhele Futhi Offer.

Step 3 Cash Applicants only need to pay for If you are a Re-investment Applicant, you do not need to
the MTN Zakhele Futhi Shares you have make a cash payment as the relevant payment will be made
Paying for the shares you have
applied for, but can also pay for as part of the MTN Zakhele Unwinding Scheme process. You
applied for
additional shares, in each case using can, however, increase your investment by depositing
your unique reference number provided additional cash under the same terms as Cash Applicants,
by the Participating Nedbank Branch, using your unique reference number SMSed to you.
by 16:00 on 18 October 2016 if paying
If you are a Black Group, you will also be required to submit
by EFT and by 16:00 on 21 October 2016
your MTN Zakhele Shareholder number when applying to re-
if paying in physical cash.
invest your MTN Zakhele Shares. You can call the MTN Zakhele
Please use the following EFT Call Centre on 083 123 6869 for assistance in obtaining this
banking details: MTN Zakhele Shareholder number.
 Account holder: MTN Zakhele Futhi
(RF) Limited
 Nedbank account number:
1119098157
 Account type: Current account
 Branch code: 198765
 Reference: The unique reference
number SMSed to you on
submission of your Application
Form and supporting documents.

8
 If you pay funds into the wrong If you (or someone on your behalf ) transfer funds into the wrong bank account by mistake, these funds
bank account or use the wrong may not be recoverable and will not be applied towards the MTN Zakhele Futhi Offer.
unique reference number
If you (or someone on your behalf ) use the incorrect unique reference number provided by Nedbank via
SMS, the transaction could be ineffective due to the funds being unassigned, or the funds deposited
could be allocated to the wrong Applicant. You may thus lose your monies or otherwise suffer a loss.

If you have made a mistake on If you made a mistake when providing your bank account details for the Application Form (created and
your application submitted through the above channels), you will need to visit any Participating Nedbank Branch during
the Offer Period to update your bank account details and re-submit your proof of bank account
supporting documents.

If your contact details have If any of your contact details in the Application Form (created and submitted through the above channels)
changed after you have change during the Offer Period, you will need to visit any Participating Nedbank Branch to update your
submitted your application contact details and, if your address has changed, re-submit your proof of address supporting documents
for FICA purposes.
If any of your details change after the close of the Offer Period, please contact the Nedbank Contact
Centre on 083 900 6863 (toll-free number for MTN subscribers only).

To avoid the queues at Participating Nedbank Branches towards the end of the Offer Period, please complete the application
process and submit all supporting documents as soon as possible.
You will be able to speed up your application process by submitting some of the data required for your Application Form online or by contacting
the Nedbank Contact Centre before visiting a Participating Nedbank Branch.
You should seek professional advice prior to subscribing for or electing to receive MTN Zakhele Futhi Shares to fully understand the tax obligations
and other legal consequences arising from your acquisition, subscription, holding and future sale of MTN Zakhele Futhi Shares.
Before completing the application process, read the Prospectus, and in particular, the details and terms and conditions of the MTN Zakhele Futhi
Offer as more fully set out in Section 2 of the Prospectus.

9
IMPORTANT DATES AND TIMES FOR THE MTN ZAKHELE FUTHI OFFER

MTN Zakhele Futhi Offer opening date 09:00 Monday 12 September 2016

MTN Zakhele Futhi Offer Closing Date 16:00 Friday 21 October 2016

MTN Zakhele Futhi Shares allocated Wednesday 23 November 2016

Posting of MTN Zakhele Futhi Share confirmations and processing

of refunds By no later than Friday, 23 December 2016

The dates and times of making allocations and processing of refunds and the MTN Zakhele Futhi Offer Closing Date are subject to change.
Any material changes will be published in the press.

10
 Instruct Pacific Nominees, or
You must submit some of the data
Yes your CSDP,
required to populate the Application
broker or nominee
Form through one of the following
(as applicable) as to your
channels prior to visiting a Participating
election
Nedbank Branch:
• Nedbank Contact Centre
Do you have (083 900 6863); or
dematerialised MTN Complete and deliver the • www.mtn.com/zakhelefuthi
Zakhele Shares? form of surrender, election
and transfer (the PINK form
attached to the MTN Zakhele Visit a Participating Nedbank Branch to
Yes No, I have Scheme Circular) to the complete the application process, sign
certificated MTN Transfer Secretaries of the Application Form printed for you,
Zakhele Shares MTN Zakhele and submit your supporting documents
Are you re-
Yes investing more than
Re-investment Would you like
Applicant 50 MTN Zakhele
to re-invest Shares? The default election option will be cash
some or all of No No
your MTN election
Zakhele Shares
into MTN What would you like to
No Receive cash
Zakhele Futhi? receive in exchange for
Are you a your MTN Zakhele Cash
Re-investment Shares?
Applicant or a
And/
Cash Applicant? No
or
You may submit some of the data Do you have a
required to populate the Application Visit a Participating broker account
Form through one of the following Nedbank Branch to and have you
channels prior to visiting a complete the application made this
Receive MTN Shares in your broker
Participating Nedbank Branch: process, to sign the election in
account
Cash • Nedbank Contact Centre Application Form printed MTN shares respect of Yes
Applicant (083 900 6863); or for you and submit your more than 200
• www.mtn.com supporting documents MTN Zakhele
Shares?
RE-INVESTMENT APPLICANT AND CASH APPLICANT DECISION MAKING PROCESS

Please note that this table is a high level summary only, and does not reflect (or amend or change) all of the detailed terms and conditions applicable to the MTN Zakhele Futhi
Offer and/or the MTN Zakhele Unwinding Scheme.

11
AN OVERVIEW OF THE APPLICATION PROCESS

1. WHO CAN APPLY FOR MTN ZAKHELE FUTHI SHARES?

• Black People: Black People (African, Coloured and Indian people) who are natural persons and citizens of South Africa by birth
or descent; or who are citizens through naturalisation before 27 April 1994 or after that date, but who would have qualified for
naturalisation before that date. Minors (i.e. a Black Person below 18 years of age) must be assisted by their parent or legal guardian.
• Black Groups: Black Companies and Black Entities, as defined. In summary terms, these are companies or entities incorporated
or formed in South Africa and in which Black People own at least 51% of the equity, exercise at least 51% of the voting rights and
participate in at least 51% of the economic interests therein, on a flow-through basis.

2. WHAT IS THE DIFFERENCE BETWEEN A CASH APPLICANT AND A RE-INVESTMENT APPLICANT?

• A Cash Applicant is an Applicant who would like to apply for MTN Zakhele Futhi Shares in cash.
• A Re-investment Applicant is an MTN Zakhele Shareholder who wishes to receive MTN Zakhele Futhi Shares in respect of all or part of
their scheme consideration under the MTN Zakhele Unwinding Scheme and who thus participates in the MTN Zakhele Re-investment
Offer.
• Under the MTN Zakhele Unwinding Scheme (if such scheme is approved and implemented), MTN Zakhele Shareholders have three
options to receive their consideration for the buy-back and cancellation of their MTN Zakhele Shares;
i. Re-investment into MTN Zakhele Futhi by acquiring MTN Zakhele Futhi Shares; and/or
ii. Cash; and/or
iii. MTN Shares.

3. IF I AM AN EXISTING MTN ZAKHELE SHAREHOLDER, CAN I ALSO APPLY FOR MTN ZAKHELE FUTHI SHARES IN CASH?
• Yes. MTN Zakhele Shareholders can also apply for MTN Zakhele Shares in cash and are not limited to (or required) to apply for
MTN Zakhele Futhi Shares only through the MTN Zakhele Re-investment Offer.
• You can thus participate in either or both of the MTN Zakhele Re-investment Offer (i.e. as a Re-investment Applicant) and/or the
MTN Zakhele Futhi Public Offer (i.e. as a Cash Applicant).
• If you wish to be a Cash Applicant and to thus participate in the MTN Zakhele Futhi Public Offer, you should separately follow all of the
instructions, and will be subject to all of the terms and conditions, applicable to Cash Applicants in respect of that application. If you
decide to participate in both, you will be treated as a Re-investment Applicant in respect of the MTN Zakhele Futhi Shares you apply for
as part of the MTN Zakhele Re-investment Offer, and a Cash Applicant in respect of the MTN Zakhele Futhi Shares that you apply for in
cash, using the unique reference number SMSed to you on or after submission of your Application Form and supporting documents.
• The MTN Zakhele Futhi Offer is seeking in aggregate to raise the Target Equity Raise of R2 468.3 million and, if the offer is oversubscribed,
the allocation between the Black Public and MTN Zakhele Re-investing Shareholders will be determined by MTN Zakhele Futhi as part
of its allocations process. (See paragraph 9.2 of Section 2 for further details.)

4. WHEN IS THE OFFER PERIOD?

• The MTN Zakhele Futhi Offer opens on 12 September 2016 at 09:00 and will close on 21 October 2016 at 16:00.
• Any changes to these dates and times (if any) will be released on SENS by MTN and published in at least one English language South
African newspaper. All times referred to in this Prospectus are South African times.

5. WHO CAN HELP ME PROVIDE THE DATA REQUIRED TO FILL OUT THE APPLICATION FORM?
• You may submit some of the data required for purposes of populating an Application Form by contacting the Nedbank Contact
Centre on 083 900 6863 (toll-free number for MTN subscribers only) or by visiting www.mtn.com/zakhelefuthi. All other required data
must be provided at a Participating Nedbank Branch.
• Assistance in providing some of the data required for purposes of populating an Application Form can be provided to you by
contacting the Nedbank Contact Centre on 083 900 6863 or by visiting any Participating Nedbank Branch.

12
6. WHAT DOCUMENTS MUST I SUBMIT WITH MY APPLICATION FORM?
• Please refer to the list of supporting documents contemplated in paragraph 6.2 of Section 2 on page 57 of the Prospectus.
• MTN Zakhele Futhi is entitled to verify your details (for BEE, FICA and other purposes) and you are obligated to assist in such verification
promptly when requested to do so.
• Original BEE, FICA and other supporting documents must be presented at a Participating Nedbank Branch unless a certified copy (not
older than 3 months) of the original document is required (copies of original documents can be certified at any South African Police
Station). (Please refer to the supporting documents contemplated in paragraph 6.2 of Section 2 on page 57 of the Prospectus for more
information).
• If you are an MTN subscriber, the information provided by you as part of the application process will not result in an update to any of
your existing RICA information stored by MTN.
• If you are a Nedbank customer, the information provided by you will not result in an update to your existing customer profile, unless
otherwise requested.

7. DO I NEED TO SUBMIT A BEE OWNERSHIP CERTIFICATE?

• Black People (i.e. individuals) who are applying for MTN Zakhele Futhi Shares do not need to submit a Valid BEE Ownership Certificate.
• If you are a Black Group applying for MTN Zakhele Futhi Shares you will need to submit a Valid BEE Ownership Certificate obtained
from a Valid BEE Verification Agency as set out in paragraph 6.2.2.4 of Section 2 of this Prospectus if:
–– you apply as a Cash Applicant for MTN Zakhele Futhi Shares to the total value of R1 000 000 or more (i.e. a total of 50 000
MTN Zakhele Futhi Shares or more); or
–– you elect as a Re-investment Applicant to receive MTN Zakhele Futhi Shares in respect of 15 000 MTN Zakhele Shares, or more, OR
if you elect to re-invest in respect of 8 000 MTN Zakhele Shares, or more, and have also applied for additional MTN Zakhele Futhi
Shares as a Cash Applicant in any amount.
• If you are a Black Group applying for fewer MTN Zakhele Futhi Shares than those set out above, a Valid BEE Ownership Certificate is
not required to be submitted, but you can nevertheless choose to do so.
• If you are not required to deliver a Valid BEE Ownership Certificate and you choose not to do so, you will instead be required to deliver
the supporting documents set out in paragraph 6.2.2.5 of Section 2 on page 58 of the Prospectus.

8. CAN I WITHDRAW MY APPLICATION AFTER SUBMITTING IT?

• Applications for MTN Zakhele Futhi Shares under the MTN Zakhele Futhi Offer are irrevocable and may not be withdrawn once received
by or on behalf of MTN Zakhele Futhi and/or MTN Zakhele (as applicable), unless MTN Zakhele Futhi or MTN Zakhele (in respect of
the MTN Zakhele Re-investment Offer) issues, registers and publishes a supplement to the Prospectus, in which event applications
made prior to the date of issue or publication of the supplement may be withdrawn on written notice to MTN Zakhele Futhi (in the
case of applications under the MTN Zakhele Futhi Public Offer) and MTN Zakhele (in the case of applications under the MTN Zakhele
Re-investment Offer) within 20 business days after the date of publication; provided that, in respect of any supplement published by
MTN Zakhele the right to withdraw applications applies only to applications made under the MTN Zakhele Re-investment Offer and
not to Cash Applicants.

9. WHAT IF I MAKE A MISTAKE WHEN PROVIDING THE DATA REQUIRED TO FILL OUT THE APPLICATION FORM?
• If you make a mistake when providing your bank account or other details on the Application Form (created and submitted through
the above channels), you will need to visit any Participating Nedbank Branch during the Offer Period to update the bank account or
other details.
• If any of your contact details in the Application Form (created and submitted through the above channels) change, you will need
to visit any Participating Nedbank Branch during the Offer Period to update your contact details and, if your address has changed,
re-submit your proof of address supporting documents for FICA purposes.
• If any of your details change after the close of the Offer Period please contact the Nedbank Contact Centre on 083 900 6863 (toll free
number for MTN subscribers only).

10. IF NEDBANK ACCEPTS MY INFORMATION, DOES THIS MEAN THAT NO FURTHER INFORMATION IS REQUIRED?
• The obligation to give full and accurate information rests on each Applicant. The acceptance of an Application Form and supporting
documentation by Nedbank, and the allotment and issue of MTN Zakhele Futhi Shares following acceptance of an application, does
not imply that any such information has been verified or accepted as true and correct, and will not prevent MTN Zakhele Futhi, MTN
Zakhele and/or MTN from taking action in connection therewith at any time, including after MTN Zakhele Futhi Shares have been
issued or transferred to you.

13
11. HOW DO I PAY?
If you are a Cash Applicant:
When you submit your application, you will be sent payment instructions via SMS, and will need to pay for your shares in accordance with
those instructions and as set out below:
• Payment may be made in one of the following manners:
• Cash payment: All physical cash payments (maximum R24 999 per deposit) must be made by latest 16:00 on 21 October 2016.
Cash payments can be made:
–– by using a Nedbank Intelligent Depositor using your unique reference number; or
–– at any Participating Nedbank Branch using your unique reference number.
• EFT: EFT payments must be made by latest 16:00 on 18 October 2016 (three days prior to the close of the Offer Period) into the
MTN Zakhele Futhi bank account number referred to below (which will also be indicated in the SMS sent to you by Nedbank
when you sign and submit your Application Form and supporting documents at a Participating Nedbank Branch). It is critical
that the unique reference number sent to you via SMS is used as the payment reference at the time of the cash
payment/EFT transfer to avoid the transaction being rejected due to the funds being unallocated, and for the funds
to be allocated to the correct recipient. The onus is on the Applicant to ensure that his/her/its payment reference is
correct. None of MTN, MTN Zakhele, MTN Zakhele Futhi nor Nedbank will be held liable for payments made without
reference numbers or with incorrect payment references.
Please use the following EFT banking details:
 Account holder: MTN Zakhele Futhi (RF) Limited
 Nedbank account number: 1119098157
 Account type: Current account
 Branch code: 198765
 Reference: The unique reference number sent by Nedbank via SMS when you submit your Application Form and supporting
documents.
• Whatever amount you (or other persons) deposit with your unique reference number into the above account prior to 16:00 on
21 October 2016, will constitute an offer by you to subscribe for MTN Zakhele Futhi Shares up to that amount.
• This amount will be used, if you are successful with your application, to subscribe for as many MTN Zakhele Futhi Shares as possible
(in multiples of R100) up to the maximum number of MTN Zakhele Futhi Shares allocated to you, and any excess amount will be
refunded to you as provided for in the Prospectus. Please note that refunds are subject to Cash Applicants having complied with FICA.
Please note: cheques, postal orders, credit cards and debit cards will NOT be accepted.
If you are a Re-investment Applicant:
• You do not need to make any cash payment for the MTN Zakhele Futhi Shares you apply for as part of the MTN Zakhele Re-investment
Offer. You can, however, also apply for additional MTN Zakhele Futhi Shares in cash, if you choose to do so (refer to question 3 above).
If you require any assistance as a Re-investment Applicant, you can contact the Nedbank Contact Centre on 083 900 6863 (toll-free
number for MTN subscribers only).
• The number of MTN Zakhele Shares in respect of which you have elected to participate in the MTN Zakhele Re-investment Offer will
be set aside in your share account as provided for in the MTN Zakhele Unwinding Scheme. To make this election:
–– if you hold dematerialised MTN Zakhele Shares, you must instruct your CSDP or broker in accordance with your mandate with
them as to your election but by no later than 12:00 on Friday, 21 October 2016. If you hold your dematerialised MTN Zakhele Shares
through Pacific Nominees, you must make an election on the MTN Zakhele transaction platform, or through the MTN Zakhele call
centre on 083 123 6869, by 12:00 on Wednesday, 19 October 2016; and
–– if you hold certificated MTN Zakhele Shares, you must complete and deliver the form of surrender, election and transfer
(the PINK form attached to the MTN Zakhele Scheme Circular) to the transfer secretaries of MTN Zakhele, Link Market Services
South Africa Proprietary Limited, 13th Floor, Rennie House, 19 Ameshoff Street, Braamfontein (PO Box 4844, Johannesburg, 2000),
by no later than 12:00 on Friday, 21 October 2016.
• The number of your MTN Zakhele Shares in respect of which you elect to participate in the MTN Zakhele Re-investment Offer will
constitute an election (offer) by you to MTN Zakhele to receive MTN Zakhele Futhi Shares in exchange for the MTN Zakhele Scheme
Consideration due to you in respect of such MTN Zakhele Shares, at R20.00 per MTN Zakhele Futhi Share.
• To the extent that you are allocated fewer MTN Zakhele Futhi Shares than you have elected, the balance of the MTN Zakhele Scheme
Consideration due to you which has not been applied to receive MTN Zakhele Futhi Shares will be settled to you in cash and/or in MTN
Shares, in accordance with the terms of the MTN Zakhele Unwinding Scheme.
• If you are a Black Group, you will be required to submit your MTN Zakhele Shareholder number when applying to re-invest your
MTN Zakhele Shares. You can call the MTN Zakhele Contact Centre on 083 123 6869 for assistance in obtaining your MTN Zakhele
Shareholder number.

14
12. I AM A CASH APPLICANT – WHEN DO I HAVE TO PAY?
• You (and/or other persons on your behalf) can pay the full amount when you submit your Application Form and receive your unique
reference number, or make one or more payments at a later date, but before the close of the Offer Period at 16:00 on 21 October 2016.
• If you (and/or other persons on your behalf) are paying by EFT, payment must be made by latest 16:00 on 18 October 2016 (three days
prior to the close of the Offer Period to allow enough time for the money to reflect in the MTN Zakhele Futhi Account).

13. HOW MUCH WILL IT COST ME?

• Each MTN Zakhele Futhi Share costs R20.00.
• If you are a Cash Applicant:
–– you must apply for at least 100 MTN Zakhele Futhi Shares;
–– simply, it will cost you R2 000 for every 100 MTN Zakhele Futhi Shares;
–– payments can only be made in multiples of R100.
• If you are a Re-investment Applicant:
–– you must elect to re-invest in respect of at least 50 MTN Zakhele Shares;
–– for an explanation of how these are applied to acquire MTN Zakhele Futhi Shares, please see paragraph 3.2.1 of Section 2 of the
Prospectus.

14. HOW ARE APPLICATIONS PROCESSED?

Once the MTN Zakhele Futhi Offer closes on 21 October 2016, the share allocation process will start, which can take up to 60 days to
complete.
Allocation of MTN Zakhele Futhi Shares
• After the Offer Period closes on 21 October 2016, MTN Zakhele Futhi will be able to determine:
–– Whether your application was accepted or rejected; and
–– If accepted, how many MTN Zakhele Futhi Shares (if any) you will receive.
• If there is an oversubscription (including by re-investment) and applications are received for more than 123 416 819 MTN Zakhele Futhi
Shares, you may not get all or any of the shares you applied for, even if your application has been properly completed, payment (where
required) has been made and all your supporting documents have been correctly submitted.
• Refunds to Cash Applicants
–– If, due to an oversubscription, you do not receive all the MTN Zakhele Futhi Shares you applied for, MTN Zakhele Futhi will return
the funds paid into the MTN Zakhele Futhi Account using your unique reference number to you (but not to any other person who
made any payments on your behalf) in respect of those MTN Zakhele Futhi Shares which you applied for, but did not receive, with
interest calculated from the Closing Date until the date of the refund (both days excluded);
–– If your application is rejected for any reason or if you were disqualified, MTN Zakhele Futhi will return the funds paid into the MTN
Zakhele Futhi Account using your unique reference number to you (but not to any other person who made any payments on your
behalf) without interest after the close of the Offer Period.
–– Refunds will be paid by EFT, into the South African bank account identified on the Application Form. Please note that refunds are
subject to Cash Applicants having complied with FICA.
–– One or more third parties may make any number of payments directly into the MTN Zakhele Futhi Account on your behalf or
otherwise, using your unique reference number as a payment reference. However, no refunds will be made to any such third
parties. All refunds relating to your application will only be paid to you. You agree to indemnify MTN Zakhele Futhi, MTN and
Nedbank in respect of any claims made against us by any person who made any payment into the MTN Zakhele Futhi bank
account using your unique reference number.
• Refund payments to Re-investment Applicants
–– If, due to an oversubscription, you do not receive all the MTN Zakhele Futhi Shares you applied for, you will receive either cash or
MTN Shares depending on your alternative election in respect of the MTN Zakhele Unwinding Scheme.
Status updates
• You will receive status updates via SMS with respect to the status of your application.
• Please note that you will only receive communications via SMS with respect to the status of your application and you will not be able to
reply to those SMSes. If you have any queries with respect to any SMS received by you, you will need to visit any Participating Nedbank
Branch or call the Nedbank Contact Centre on 083 900 6863.

15
 • Please ensure that you are able to be contacted on the cell phone number that you provided to Nedbank on your Application Form
during the Offer Period and for 60 days thereafter. If your cell phone number changes during this time, you will need to visit any
Participating Nedbank Branch or call the Nedbank Contact Centre to update your contact details.
Confirmation of allocation
• Within 60 days after the MTN Zakhele Futhi Offer Closing Date, you will receive confirmation indicating the number of MTN Zakhele
Futhi Shares allocated to you, if any.
• You will not receive a share certificate for MTN Zakhele Futhi Shares allocated to you, as the MTN Zakhele Futhi Shares will be issued in
Dematerialised form (i.e. without a physical document). You will, though, receive a document confirming the number of shares issued
to you.
During the Minimum Investment Period, your MTN Zakhele Futhi Shares will be held in an account on your behalf by the Custodian in
accordance with the mandate agreement concluded with it under the Relationship Agreement. You will not be charged by the Custodian
for this service during the Minimum Investment Period. After the Minimum Investment Period, upon the BEE Listing you will be able to
have your MTN Zakhele Futhi Shares held directly in your name or by a Nominee Holder (e.g. via your broker) on your behalf, or you can
continue to have the Custodian hold the shares on your behalf, subject to its terms and conditions.
15. ARE THERE ANY HIDDEN COSTS IN APPLYING FOR THE MTN ZAKHELE FUTHI SHARES ON OFFER?
• There are no hidden commissions or incentives for which you will be liable.

16. I AM AN MTN ZAKHELE SHAREHOLDER – AM I GUARANTEED THE RIGHT TO RE-INVEST MY MTN ZAKHELE SHARES INTO MTN
ZAKHELE FUTHI?
• No. The opportunity to re-invest all or some of the value of your MTN Zakhele Shares into MTN Zakhele Futhi is subject to the MTN
Zakhele Unwinding Scheme proceeding and to the 2016 MTN BEE Transaction proceeding.
• If the MTN Zakhele Unwinding Scheme is not approved by MTN Zakhele Shareholders or does not otherwise proceed, there will be no
option to re-invest the value of your MTN Zakhele Shares into MTN Zakhele Futhi. If so, and you would like to apply for MTN Zakhele
Futhi Shares, you should do so in cash as a Cash Applicant within the Offer Period.

17. WHAT IS AN MTN ZAKHELE SHAREHOLDER NUMBER?

• If you are a Black Group currently invested in MTN Zakhele and wish to re-invest your MTN Zakhele Shares, you will be required to
submit your MTN Zakhele Shareholder number when applying to re-invest your MTN Zakhele Shares. You can call the MTN Zakhele
Call Centre on 083 123 6869 for assistance in obtaining this MTN Zakhele Shareholder number.

16
AN OVERVIEW OF THE MTN ZAKHELE FUTHI OFFER

This Section gives a summary of the MTN Zakhele Futhi Offer. For a more detailed understanding of the MTN Zakhele Futhi Offer,
MTN Zakhele Futhi and MTN Group, you should read the entire Prospectus. MTN Zakhele Shareholders considering participating
in the MTN Zakhele Re-investment Offer should also read the entire MTN Zakhele Scheme Circular to which this Prospectus was
annexed. For the purposes of this summary, it is assumed that the MTN Underwrite Option and/or the MTN Subordinated Loan
are not needed, and are thus not utilised and that the Inception Total Share Cover Ratio is met. The information set out herein
is summary in nature, is not comprehensive and must be read together with the detailed information and terms set out in the
Prospectus.

1. WHAT IS THE PURPOSE OF THE MTN ZAKHELE FUTHI PUBLIC OFFER AND MTN ZAKHELE FUTHI RE-INVESTMENT OFFER?
The purpose of the MTN Zakhele Futhi Offer is to provide the Black Public with an opportunity to participate in the ownership of the MTN
Group, either through the MTN Zakhele Futhi Public Offer or by continuing to participate therein through the MTN Zakhele Re-investment
Offer. The MTN Zakhele Futhi Offer is a part of the 2016 MTN BEE Transaction, which is sized to be approximately 4.0% of MTN’s issued share
capital on a Fully Diluted Basis.

2. WHAT IS THE 2016 MTN BEE TRANSACTION STRUCTURE?

• MTN intends to implement the proposed 2016 MTN BEE Transaction, through MTN Zakhele Futhi, by means of the following core
elements:
–– the MTN Zakhele Futhi Public Offer;
–– the MTN Zakhele Re-investment Offer, if the MTN Zakhele Unwinding Scheme proceeds;
–– MTN Zakhele Futhi raising third-party finance through the MTN Zakhele Futhi Pref Shares;
–– MTN providing MTN Zakhele Futhi with funding and vendor facilitation through, amongst others, the Notional Vendor Finance
and the 20% transaction discount provided by it; and
–– the subscription for MTN Shares by MTN Zakhele Futhi using the funding raised through these sources.
• MTN Zakhele Futhi will apply the money raised through the issue of the MTN Zakhele Futhi Pref Shares, the money raised in the MTN
Zakhele Futhi Public Offer from the Black Public, the re-investment value it receives from MTN Zakhele pursuant to the MTN Zakhele
Re-investment arising from the MTN Zakhele Re-investment Offer and the Notional Vendor Finance from MTN to subscribe for new
MTN Shares to be issued by MTN at a discount to the Transaction Share Price.
• The 2016 MTN BEE Transaction is sized to be approximately 4.0% of MTN’s issued share capital on a Fully Diluted Basis, but may be
scaled down should subscriptions under the MTN Zakhele Futhi Public Offer and/or re-investment elections under the MTN Zakhele
Re-investment Offer not be sufficient to allow for this.

Funders MTN Zakhele

Re-investment
BFC2 Pref Shares R2,418.5m Shareholders
R1,468.3m

BFC2 Black Public MTN Zakhele MTN

Back-to-Back Preference MTN Discount R1,974.6m

R2,418.5m R1,000.0m R1,468.3m
Shares (MTN Zakhele Futhi Notional Vendor Finance
Pref Shares) R3,051.2m

MTN Zakhele Futhi

R39.4m R7,898.6m R1,974.6m

Costs and working Subscribe for new MTN Shares Subscribe for new MTN
capital (3.20% of MTN) Shares (0.8% of MTN)

Various MTN

17
Please note that this diagram is illustrative only. It assumes that the Target Equity Raise is met and that the relevant Inception Total Share Cover
Ratio is met for the advance of the preference share funding and that no adjustments to the structure are accordingly required.

3. HOW WILL THE 2016 MTN BEE TRANSACTION BE FUNDED?

The 2016 MTN BEE Transaction will be funded through a combination of:
• Money raised from the Black Public under the MTN Zakhele Futhi Public Offer;
• Re-investment value received from MTN Zakhele under the MTN Zakhele Re-investment, if any;
• Notional Vendor Finance from MTN;
• An upfront effective 20% discount being provided by MTN to the price payable by MTN Zakhele Futhi for the MTN Shares acquired
by it; and
• Third party bank funding (raised through BFC2 issuing the BFC2 Pref Shares to the BFC2 Investors and utilising the aggregate
subscription price of such BFC2 Pref Shares to subscribe for the MTN Zakhele Futhi Pref Shares).

4. HOW MANY MTN ZAKHELE FUTHI SHARES ARE BEING OFFERED AND AT WHAT PRICE?
• A maximum of 123 416 819 MTN Zakhele Futhi Shares at R20.00 each.
• The total MTN Zakhele Futhi Offer size is up to R2 468.3 million.

5. WHAT IS THE UNDERLYING VALUE OF EACH MTN ZAKHELE FUTHI SHARE?

Each MTN Zakhele Futhi Share has an underlying value, as at the Last Practicable Date and based on the assumptions in paragraph 3.5 of
Section 1 of this Prospectus, of approximately R33.50. The market price of the MTN Shares is the most important factor affecting the value
of an MTN Zakhele Futhi Share although such value is also significantly impacted by the financing obligations.
The table below sets out the indicative underlying value of an MTN Zakhele Futhi Share on commencement based on various MTN
Share prices:

MTN Share price MTN Zakhele Futhi Share underlying value

(Rand) (Rand)

R100.00 R17.74
R120.00 R30.19
R125.31 R33.50
R140.00 R42.64
R160.00 R55.10
R180.00 R67.55

(As at the Last Practicable Date, the MTN Share price was R125.31)

6. CAN I LOSE MY R20.00 INVESTMENT?

• Yes, you can ultimately lose all or a part of your investment. The MTN Zakhele Futhi Shares you acquire will be subject to all the
investment risks faced by the ordinary shareholders of any company. The value of the MTN Zakhele Futhi Shares will also be subject to
all the risks faced by BFC2 pursuant to its preference share funding.
• As with all share investments, the value of the investment depends largely on the underlying value of the business or assets invested in
and the financing obligations. The value of your MTN Zakhele Futhi Shares will therefore increase and decrease with reference, among
others, to any changes in the value of MTN Shares and the costs of funding. (See the table in question 5 above for some illustrative
movements in the underlying value of MTN Zakhele Futhi Shares as linked to the value of MTN Shares.) You will however not be
required to invest any more money into MTN Zakhele Futhi, even if the value of your investment decreases. For more details of the
factors that may affect the value of your investment, refer to paragraph 3.4 of Section 1 of this Prospectus.

7. WHAT IS NOTIONAL VENDOR FINANCE (NVF)?

• NVF involves the transfer of shares worth their market value to the BEE partner (here, MTN Zakhele Futhi) by the company requiring
empowerment credentials (here, MTN) for a small actual cash payment (e.g. R0.0001 per share), and with the great majority of the
value for the shares being effectively provided on notional loan account (with an agreed “interest” rate) by the company requiring
empowerment credentials (here, MTN).
• During the funding period the transfer of shares is a legal transfer of ownership and in particular the BEE shareholder has the voting
rights and the economic benefits (notably, dividends) of the shares acquired by it. Over time, the funding increases by the amount of

18
 accumulated “interest” and decreases with any payments made towards the notional loan. On termination, if the value of all of the
shares in the structure is higher than the then outstanding funding, the BEE shareholder keeps its shares and pays off the outstanding
funding or surrenders sufficient shares to pay off the funding. If lower, the BEE partner surrenders all its shares but walks away from
the funding.

8. HOW MANY MTN SHARES WILL MTN ZAKHELE FUTHI HOLD?

MTN Zakhele Futhi will subscribe for up to 76 835 378 MTN Shares.

9. FOR EVERY MTN SHARE HELD BY MTN ZAKHELE FUTHI HOW MANY MTN ZAKHELE FUTHI SHARES WILL THERE BE?
Based on 76 835 378 MTN Shares held and 123 416 819 MTN Zakhele Futhi Shares in issue, MTN Zakhele Futhi will hold 62.2 MTN Shares
for every 100 MTN Zakhele Futhi Shares issued. This number may vary depending on the ultimate structure. See paragraph 1.2 of Section 4 of
the Prospectus for further details.

10. DOES THIS MEAN THAT MY MTN ZAKHELE FUTHI SHARE IS ALMOST EQUIVALENT TO AN MTN SHARE?
• Working from a number of 62.2 MTN Shares for every 100 MTN Zakhele Futhi Shares, in the event of the liquidation of MTN Zakhele
Futhi immediately on its commencement, and based on the MTN Share price of R125.31 at the Last Practicable Date, MTN Zakhele
Futhi would need to sell:
–– 19 300 527 MTN Shares at R125.31 to pay off the amounts owing to the funders of R2 418.5 million (excluding break costs, early
redemption penalties, gross-up payment and taxes, where applicable); and
–– 24 349 562 MTN Shares with a price of R125.31 to settle MTN’s Notional Vendor Finance of (R3 051.2 million);
thus leaving 33 185 289 MTN Shares for distribution to the MTN Zakhele Futhi Shareholders (i.e. you). This distribution would be
(excluding taxation and costs) 26.9 MTN Shares for every 100 MTN Zakhele Futhi Shares held.
This equates to an immediate liquidation value (excluding liquidation costs and any taxes payable by MTN Zakhele Futhi and yourself)
of R33.50 per MTN Zakhele Futhi Share.

11. GIVEn THAT THE TRANSACTION SHARE PRICE IS R128.50 PER MTN SHARE, HOW CAN I APPLY FOR IT at R20.00 PER SHARE?
• You will not be applying for MTN Shares, but you will be applying for MTN Zakhele Futhi Shares.
• Your R20.00 investment for each MTN Zakhele Futhi Share will be pooled with funds from the funders and Notional Vendor Finance
from MTN, for MTN Zakhele Futhi to acquire MTN Shares, thus providing you with an investment in MTN Shares through your MTN
Zakhele Futhi Shares.
Below is a summary of how your R20.00 per share investment combines to acquire an MTN Share:

Total Per MTN Share

(R million) (R)

Equity from MTN Zakhele Futhi Public Offer and MTN Zakhele Re-investment Offer 2 468.3 R32.12
Upfront costs and working capital (39.4) (R0.51)
MTN discount 1 974.6 R25.70
Third party bank funding through the MTN Zakhele Futhi Pref Shares 2 418.5 R31.48
Notional Vendor Finance from MTN 3 051.2 R39.71

Total 9 873.2 R128.50

12. DOES MTN SIGNIFICANTLY ASSIST THE MTN BEE TRANSACTION?

• Yes, MTN is significantly assisting the 2016 MTN BEE Transaction, including in the key ways described below.
• The funding raised by MTN Zakhele Futhi from the Black Public and, if applicable, the MTN Zakhele Re-investment from MTN Zakhele
Shareholders will contribute only about 25.0% of the total funding needed for the 2016 MTN BEE Transaction. MTN has undertaken to
provide Notional Vendor Finance of up to R3 051.2 million to MTN Zakhele Futhi. The Notional Vendor Finance will enable MTN Zakhele
Futhi to subscribe for 23 745 086 MTN Shares (1.24% of MTN’s issued share capital after the 2016 MTN BEE Transaction).
• MTN will issue the MTN Shares subscribed for by MTN Zakhele Futhi at an effective, aggregate, discount of 20% to the Transaction
Share Price, which discount represents up to R1 974.6 million in value.
• MTN’s Notional Vendor Finance is subordinated to (i.e. ranks behind) the funding raised by MTN Zakhele Futhi from the third party
funders.

19
 • In addition to these direct benefits to MTN Zakhele Futhi, MTN’s assistance has enabled MTN Zakhele Futhi to raise significant (up to a
maximum of R3 200 million) funding from third party funders at favourable terms and funding rates.

13. HOW WILL THE FUNDING BENEFIT MTN ZAKHELE FUTHI SHAREHOLDERS AND NOT ONLY THE FUNDERS
• The funders of the transaction (including the third party preference share funders and MTN through the Notional Vendor Finance
provided to the structure) enable MTN Zakhele Futhi to acquire a number of the MTN Shares well in excess of that which it would
have been able to acquire with just the money and value raised by it from the Black Public in cash and through the MTN Zakhele
Re-investment. The potential net benefits of these MTN Shares (after repayment of the funding and associated taxes and liabilities),
including the dividends received on the MTN Shares and any increases in the value thereof that may occur, are for the benefit of the
MTN Zakhele Futhi Shareholders.

14. WHY SHOULD I TAKE PART IN THE MTN ZAKHELE FUTHI OFFER AS A CASH APPLICANT?
• You will acquire shares in MTN Zakhele Futhi, a vehicle created to provide the Black Public with an opportunity to invest in up to
approximately 4.0% of MTN and which is significantly facilitated by MTN.
• MTN will provide facilitation through a 20% upfront discount on the MTN Shares worth up to R1 974.6 million and committed Notional
Vendor Finance of up to R3 051.2 million.
• For every R2 000 you invest, MTN Zakhele Futhi will be able to make an investment into MTN Shares of about R8 000, facilitated by way
of the 20% discount provided by MTN, and the funding raised by MTN Zakhele Futhi from MTN and the third party funders. This will
give you exposure to a significant investment into the MTN Group, and its future, for a relatively small (25%) contribution. (For every
R100.00 you put in, MTN and the funders will effectively put in about R301.60)

15. WHY SHOULD I RE-INVEST INTO THE MTN ZAKHELE FUTHI OFFER AS A RE-INVESTMENT APPLICANT?
• You will acquire shares in MTN Zakhele Futhi, a vehicle created to provide the Black Public the opportunity to invest in up to
approximately 4.0% of MTN and which is significantly facilitated by MTN.
• MTN will, amongst others, provide facilitation through a 20% upfront discount on the MTN Shares worth up to R1 974.6 million and
committed Notional Vendor Finance of up to R3 051.2 million.
• By re-investing into MTN Zakhele Futhi you will defer the payment of any applicable taxes which would have otherwise arisen on the
disposal of your MTN Zakhele Shares as part of the MTN Zakhele Unwinding Scheme until such date that you choose to sell your MTN
Zakhele Futhi Shares. You will be able to sell your MTN Zakhele Futhi Shares after the Minimum Investment Period.
• For every R2 000 you re-invest, MTN Zakhele Futhi will be able to make an investment into MTN Shares of about R8 000, facilitated
by way of the 20% discount provided by MTN, and the funding raised by MTN Zakhele Futhi from MTN and other sources. This will
allow you to continue to have exposure to a significant investment into the MTN Group, and its future, for a relatively small (25%)
contribution. (For every R100.00 you put in, MTN and the funders will effectively put in about R301.60)

16. HOW WILL MTN ZAKHELE FUTHI SHARES BE ALLOCATED IF THE OFFER IS OVERSUBSCRIBED?
• Should applications for MTN Zakhele Futhi Shares in the MTN Zakhele Futhi Public Offer and MTN Zakhele Re-investment Offer exceed
123 416 819 MTN Zakhele Futhi Shares, MTN Zakhele Futhi will use its discretion (in accordance with principles and/or guidelines
established by the MTN Board and in consultation with the MTN Board) in allocating MTN Zakhele Futhi Shares between Re-investment
Applicants under the MTN Zakhele Re-investment Offer and Cash Applicants under the MTN Zakhele Futhi Public Offer and, within
these groups, to successful Applicants.
• It is presently envisaged that, in order to ensure the broadest possible base of BEE Participants, the allocation of MTN Zakhele Futhi
Shares will generally be made from the bottom up, starting with applications for the least number of MTN Zakhele Futhi Shares and
with a priority for Black People (i.e. individuals). It is also presently envisaged that, in respect of re-investing MTN Zakhele Shareholders,
allocations will be made 80% on a bottom-up basis through setting shareholding bands (where, within the band, each participating
MTN Zakhele Shareholder will receive a stated percentage of the MTN Zakhele Futhi Shares applied for, with the allocation percentage
ranging from highest in the bottom band to lowest in the top band) and 20% on a discretionary basis to enable greater optimisation
of the overall balance and BEE effect of the 2016 MTN BEE Transaction. No preferential treatment will be given to employees, directors
or subscribers of MTN or directors of MTN Zakhele or MTN Zakhele Futhi.
• If you are a Cash Applicant and have applied and paid for more MTN Zakhele Futhi Shares than are eventually issued to you, MTN
Zakhele Futhi will refund to you the excess amount plus interest by EFT. Please note that refunds are subject to Cash Applicants having
complied with FICA. If you are a Re-investment Applicant and have applied for more MTN Zakhele Futhi Shares than are eventually
transferred to you, then the relevant portion of your MTN Zakhele Scheme Consideration which was not settled in MTN Zakhele Futhi
Shares will remain with you and be settled to you as part of the MTN Zakhele Unwinding Scheme. As you have not paid any monies,
no interest will apply to you.
• Interest will be calculated from the Closing Date until the date of refund (both days excluded).

20
17. WHAT HAPPENS IF LESS THAN THE FULL AMOUNT OF CAPITAL IS RAISED?
• In the event that the combined money raised from the Black Public under the MTN Zakhele Futhi Public Offer and/or through the
MTN Zakhele Re-investment is equal to or above the Minimum Equity Raise (R1 234.1 million) but less than the Target Equity Raise
(R2 468.3 million) in order to facilitate the 2016 MTN BEE Transaction, MTN may (but is not obliged to) enable MTN Zakhele Futhi to
make up all or a part of the shortfall to the Target Equity Raise by subscribing for MTN Zakhele Futhi Shares at R20.00 per share and/
or by providing additional funding to it through the MTN Subordinated Loan (Equity Top-up) and/or by providing additional Notional
Vendor Finance – and the 2016 MTN BEE Transaction may then be scaled down to between approximately 2% and 4.0% of MTN’s
issued share capital on a Fully Diluted Basis depending on its decision. Should MTN subscribe for MTN Zakhele Futhi Shares, the
intention is that MTN will then sell or place these MTN Zakhele Futhi Shares with qualifying BEE Participants in due course. (If MTN
does not agree to reduce the size of the transaction or to provide this additional funding, the 2016 MTN BEE Transaction will not be
implemented and the MTN Zakhele Futhi Offer will terminate.)
• To the extent that the combined money raised in the MTN Zakhele Futhi Public Offer and/or through the MTN Zakhele Re-investment
is less than the Minimum Equity Raise, the 2016 MTN BEE Transaction will not be implemented and the MTN Zakhele Futhi Offer will
terminate.
• To the extent that the cash raised in the MTN Zakhele Futhi Public Offer is less than the Minimum Cash Raise of R250 million, then the
2016 MTN BEE Transaction will also not be implemented and the MTN Zakhele Futhi Offer will terminate.

18. ARE THERE LIMITATIONS ON HOW MANY MTN ZAKHELE FUTHI SHARES ONE CAN APPLY FOR OR BE ALLOCATED?
No, there is no limit on the number of MTN Zakhele Futhi Shares that may be applied for; however, there is a 15% maximum ownership
(directly or by persons in concert or connected) shareholding rule applicable per shareholder (and its connected persons and concert
parties) on allocation of the MTN Zakhele Shares. Accordingly, no allocations of MTN Zakhele Futhi Shares in breach of the aforementioned
maximum ownership may be made by MTN Zakhele Futhi without MTN’s prior written consent. Any attempt to acquire or hold more than
this percentage without MTN’s prior written permission is prohibited and may trigger various adverse consequences to you. For further
details, see paragraph 12.6 of Section 2.

19. WHAT ARE THE MINIMUM AND MAXIMUM INVESTMENT AMOUNTS?

• Minimum (Cash Applicants): 100 MTN Zakhele Futhi Shares, which will cost R2 000.
• Minimum (Re-investment Applicants): elections to re-invest in respect of 50 MTN Zakhele Shares.
• Maximum: there is no maximum number of MTN Zakhele Futhi Shares that may be applied for; however, there is a maximum allocation
of 18 512 522 MTN Zakhele Futhi Shares, unless MTN consents otherwise. This maximum includes any MTN Zakhele Futhi Shares
allocated through the MTN Zakhele Re-investment Offer.
The table below sets out the number of MTN Zakhele Futhi Shares that a prospective shareholder will acquire based on the amount
invested:

Amount
applied for
Number of MTN Zakhele Futhi Shares applied for (Rand)

100 R2 000
105 R2 100
110 R2 200
120 R2 400
250 R5 000
500 R10 000
2 500 R50 000
5 000 R100 000
25 000 R500 000
50 000 R1 000 000

20. WHAT ARE THE TRADING RESTRICTIONS ON THE SHARES?

• The Empowerment Period for MTN Zakhele Futhi is eight years after the date on which the MTN Zakhele Futhi Shares are issued to the
Black Public, which is expected to be 23 November 2016.
• You cannot sell or otherwise Dispose of your MTN Zakhele Futhi Shares during the first three years of the Empowerment Period
(i.e. the Minimum Investment Period).

21
 • Restricted trading will be allowed during the fourth to eighth years, where you can only sell or Dispose of your MTN Zakhele Futhi
Shares to Eligible MTN Zakhele Futhi Shareholders. All sales and Disposals during the fourth to eighth years are subject, amongst
others, to approval and BEE verification processes.
• You cannot Encumber (e.g. use for security) your MTN Zakhele Futhi Shares during the Empowerment Period (i.e. eight years).
• There will be no special restrictions on the Disposal or Encumbrance of MTN Zakhele Futhi Shares after the Empowerment Period.
• During the Empowerment Period, you will be bound by the Relationship Agreement with MTN and MTN Zakhele Futhi.
• A breach of these restrictions or the terms of the Relationship Agreement could result in a Call Event and you being obliged to sell your
MTN Zakhele Futhi Shares at a discount (see paragraph 12.6 of Section 2 of the Prospectus).

21. MAY I EXIT MTN ZAKHELE FUTHI DURING THE EMPOWERMENT PERIOD?
You may only voluntarily exit after the Minimum Investment Period. Special provisions apply in the event of death, insolvency and
sequestration – see questions 26, 27, and 28 below.

22. WHAT MAY DISQUALIFY ME FROM BECOMING AN MTN ZAKHELE FUTHI SHAREHOLDER?
MTN Zakhele Futhi reserves the right to accept or reject applications, in its sole discretion. Without limiting this discretion, the following
will likely disqualify you:
• If you are a Cash Applicant and you do not make payment in time and in accordance with this Prospectus.
• If your Application Form is not completed properly or is incomplete.
• If all the required supporting documents are not submitted.
• If you are an MTN Zakhele Shareholder and fail to make an election to re-invest your MTN Zakhele Shares.
• If your information cannot be verified.
• If you are not a Black Person or a Black Group as defined in terms of this Prospectus.
• If you make any fraudulent or untrue statements in your Application Form.

23. WHAT HAPPENS IF I AM DISQUALIFIED?

• Your application will be rejected. If you were a Cash Applicant, any funds you have paid will be refunded, without interest. Please note
that refunds are subject to Cash Applicants having complied with FICA.
• If you misrepresent your BEE Status or commit any action which amounts to fronting, you run the risk of either being disqualified
from participating in MTN Zakhele Futhi or, if MTN Zakhele Futhi Shares are awarded to you, of a Call Event arising with the result
that you may be forced to sell your MTN Zakhele Futhi Shares at a significant discount, depending on when the breach occurs and
circumstances in which it arose. Please see paragraph 12.6 of Section 2 of the Prospectus for further details in relation to a Call Event.

24. CAN I BE FORCED TO SELL MY MTN ZAKHELE FUTHI SHARES?

Yes, in the circumstances set out in paragraph 12.6 of Section 2 of the Prospectus, which include:
• You were a Black Group and you cease to continue to qualify as a Black Group during the Empowerment Period;
• You misrepresented that you were a Black Group or a Black Person or the intended beneficial owner of the shares, at the time of your
application;
• You are a Black Group and, during the Minimum Investment Period, you cease to have at least the same level of Black ownership/
membership/beneficiaries/participants that you had at the time of your application;
• You breach the terms of the Relationship Agreement;
• During the Empowerment Period, you Dispose of your shares to a person or group that you know or reasonably should have known
is not a Black Person or Black Group;
• In the case of a Black Group, during the Empowerment Period, you are wound up;
• In the case of a Black Person, you are sequestrated; and
• In the event of a death – see in this regard the answer to questions 26 and 27 below.

25. IF I AM A BLACK GROUP, MUST I MAINTAIN MY BEE STATUS?

Yes. All Black Groups holding MTN Zakhele Futhi Shares must maintain their BEE Status during the Minimum Investment Period at a level no
less than that which they were when they acquired their MTN Zakhele Futhi Shares (as set out in the Application Form), and must continue
to qualify as a Black Group throughout the Empowerment Period. Should a Black Group fail to maintain its BEE Status and/or status as a
Black Group and fail to remedy this, this may result in their MTN Zakhele Futhi Shares being acquired by MTN at a discount of up to 70% of

22
 the Call Reference Price, depending on when the breach occurs and circumstances in which it arose. Furthermore, your rights to receive
dividends and to vote your MTN Zakhele Futhi Shares will immediately be deemed to have been ceded to MTN or its nominee/s, unless it
expressly agrees otherwise.

26. WHAT HAPPENS IF I DIE OR BECOME INSOLVENT DURING THE EMPOWERMENT PERIOD?
Your estate or insolvent trustee, as the case may be, will be permitted to transfer your MTN Zakhele Futhi Shares to your heir, provided
that your heir is an Eligible MTN Zakhele Futhi Shareholder, or to transfer your MTN Zakhele Futhi Shares to an Eligible MTN Zakhele Futhi
Shareholder within 120 days, failing which your estate or trustee may be forced to sell your MTN Zakhele Futhi Shares to MTN at: (i) the Call
Reference Price in relation to death or at a 10% discount to the Call Reference Price in relation to involuntary sequestration or (ii) a discount
of up to 70% of the Call Reference Price in relation to voluntary sequestration, depending on when it occurs.

27. WHAT HAPPENS IF A MEMBER OF OUR BLACK GROUP DIES DURING THE EMPOWERMENT PERIOD, RESULTING IN THE BLACK
GROUP CEASING TO MAINTAIN ITS BEE STATUS AND/OR QUALIFYING AS A BLACK GROUP?
You will be permitted to rectify the breach or sell your MTN Zakhele Futhi Shares to an Eligible MTN Zakhele Futhi Shareholder within
120 days, failing which you may be forced to sell your MTN Zakhele Futhi Shares to MTN at a 10% discount to the Call Reference Price.

28. WHAT HAPPENS IF OUR BLACK GROUP GETS INVOLUNTARILY LIQUIDATED DURING THE EMPOWERMENT PERIOD,
RESULTING IN THE BLACK GROUP CEASING TO MAINTAIN ITS BEE STATUS AND/OR QUALIFY AS A BLACK GROUP?
You and/or the liquidator will be permitted to rectify the breach or sell your MTN Zakhele Futhi Shares to an Eligible MTN Zakhele Futhi
Shareholder within 120 days, failing which you and/or the liquidator may be forced to sell your MTN Zakhele Futhi Shares to MTN at a 40%
discount to the Call Reference Price.

29. WHAT HAPPENS IF I AM FORCED TO SELL MY SHARES, EXCEPT ON DEATH OR INSOLVENCY?

• You will be obliged to sell all of your MTN Zakhele Futhi Shares at between a 70% to 25% discount to the Call Reference Price depending
on whether the relevant Call Event occurs between the first and second years (70%), the third and fourth years (50%), the fifth and sixth
years (40%) or the seventh and eighth years (25%) of the Empowerment Period.
• If the Call Event arises from fraud or a wilful misrepresentation, then the price will be the lesser of the discounted price (as summarised
above) and what you paid for the MTN Zakhele Futhi Shares.
(Voluntary liquidation by a Black Group is treated as a breach of the Relationship Agreement. See question 24 above.)

30. CAN I TRANSFER MY SHARES OR MY RIGHTS OR INTERESTS THERETO TO ANY THIRD PARTY DURING THE MINIMUM
INVESTMENT PERIOD?
No, only as a result of death, insolvency or sequestration. See questions 20, 26, 27 and 28 above.

31. CAN I USE MY ALLOCATED MTN ZAKHELE FUTHI SHARES FOR SECURITY PURPOSES DURING THE MINIMUM INVESTMENT
PERIOD OR THEREAFTER?
No, not until the end of the Empowerment Period.

32. WILL I HAVE ANY VOTING RIGHTS?

• Yes. You can vote at the general meetings of MTN Zakhele Futhi.
• You are entitled to one vote for every MTN Zakhele Futhi Share held.
• MTN Zakhele Futhi Directors will vote at MTN general meetings on behalf of MTN Zakhele Futhi, but may in their discretion seek the
approval of MTN Zakhele Futhi Shareholders when exercising this vote.

33. WHAT IS A DIVIDEND?

A dividend is a payment made by a company to its shareholders as a distribution of its assets or profits, if so decided by the directors of the
company, taking into account (amongst others) the future cash requirements of the company.

34. WILL I RECEIVE A DIVIDEND FROM MTN ZAKHELE FUTHI?

• During the Minimum Investment Period (i.e. for the first three years), MTN Zakhele Shareholders will generally not receive a dividend.
During this time the dividend income earned on the MTN Shares held by MTN Zakhele Futhi will in the ordinary course be used firstly

23
 to pay or provide for permitted operational fees, costs and expenses and tax liabilities of MTN Zakhele Futhi and then a portion will
be used to pay dividends and to provide a specified minimum amount per annum for settlement of the third party funding of MTN
Zakhele Futhi. Any balance of such dividend income earned on the MTN Shares held by MTN Zakhele Futhi will generally then be
used next to offer to pay or provide for settlement of the third party funding and/or be used to acquire additional MTN Shares and
correspondingly reduce the Notional Vendor Finance as described in paragraph 1.4 of Section 4 of the Prospectus.
• From year four onwards, while the MTN Zakhele Futhi Pref Shares remain outstanding, the dividend income earned on the MTN
Shares held by MTN Zakhele Futhi in the ordinary course will be used firstly to pay or provide for permitted operational fees, costs and
expenses and tax liabilities of MTN Zakhele Futhi and then a portion will be used to pay dividends and to provide a specified minimum
amount per annum for settlement of the third party funding of MTN Zakhele Futhi. If funds remain, the MTN Zakhele Futhi Board has
a discretion to pay up to 20% of the total dividend received from MTN (less the above amounts which have been paid or provided for
operational fees, costs and expenses and tax liabilities) as a dividend to MTN Zakhele Futhi Shareholders, subject to MTN’s discretion.
Any balance of such dividend income earned on the MTN Shares held by MTN Zakhele Futhi will generally then be used next to further
offer to pay or provide for settlement of the third party funding and/or be used to acquire additional MTN Shares and correspondingly
reduce the Notional Vendor Finance as described in paragraph 1.4 of Section 4 of the Prospectus. In the event that there is no such
settlement of the third party funding and/or of the Notional Vendor Finance, MTN Zakhele Futhi Board has a discretion to pay further
dividends to MTN Zakhele Futhi Shareholders, with MTN's consent.
• For more details, see paragraph 1.5 of Section 4 of the Prospectus.

35. WILL I RECEIVE FINANCIAL STATEMENTS FOR MTN ZAKHELE FUTHI?

Annual financial statements of MTN Zakhele Futhi will be made available to all MTN Zakhele Futhi Shareholders and this will indicate the
performance of its underlying investment in accordance with IFRS.

36. HOW DO I HELP APPOINT DIRECTORS FOR MTN ZAKHELE FUTHI?

You can participate in the appointment of an MTN Zakhele Futhi Director by voting at annual general meetings of MTN Zakhele Futhi.

37. IS THIS SHARE LISTED ON A RECOGNISED STOCK EXCHANGE AND WILL I BE ABLE TO TRADE ON THIS EXCHANGE?
The MTN Zakhele Futhi Shares will not be listed during the Minimum Investment Period. After this period, it is expected that the MTN
Zakhele Futhi Shares will be listed on a recognised stock exchange to facilitate trading between Black People and Black Groups during
the remaining fourth to eighth years of the Empowerment Period. After eight years you will be able to sell your MTN Zakhele Futhi Shares
without special restrictions.

38. HOW CAN I TRACK THE SHARE PRICE OF MY MTN ZAKHELE FUTHI SHARES?
During the Minimum Investment Period, MTN Zakhele Futhi Shares will not be traded and will therefore not have a listed price. Thereafter,
once the MTN Zakhele Futhi Shares are listed on a recognised stock exchange, MTN Zakhele Futhi will publish the most recent closing price
for an MTN Zakhele Futhi Share on the relevant exchange, which will represent the free market price that buyers and sellers transacted at.

39. IS THERE ANY CAPITAL PROTECTION?

There is no capital protection. MTN Zakhele Futhi will be subject to all the investment risks faced by ordinary shareholders of a company.

24
DEFINITIONS AND INTERPRETATIONS

In this Prospectus, unless otherwise stated or clearly indicated by the context, the words in the first column have the meanings stated
opposite them in the second column, words in the singular include the plural and vice versa, words importing one gender include the other
genders and references to a natural person include references to a juristic person and vice versa.

“2016 MTN BEE Transaction” or MTN’s proposed new BEE transaction or series of transactions given effect to under the Transaction
“Transaction” Documents pursuant to which, inter alia, and subject to the relevant terms and conditions:
(i) MTN Zakhele Futhi will issue MTN Zakhele Futhi Shares to Black Participants pursuant to the MTN
Zakhele Futhi Public Offer; (ii) MTN Zakhele may acquire and distribute MTN Zakhele Futhi Shares to
MTN Zakhele Shareholders who elect and are allocated MTN Zakhele Futhi Shares pursuant to the MTN
Zakhele Re-investment Offer; and (iii) MTN Zakhele Futhi will subscribe for MTN Shares, up to
approximately 4.0% of the issued share capital of MTN (which equates to 76 835 378 MTN Shares) (on
a Fully Diluted Basis), using a combination of equity funding raised in the MTN Zakhele Futhi Public
Offer and pursuant to the MTN Zakhele Re-investment (and, if applicable, equity raised from MTN
through its subscription for the MTN Zakhele Futhi Underwrite Shares), vendor facilitation through the
issue of the MTN Tranche 2 Nominal Subscription Shares, the Notional Vendor Finance and/or an MTN
Subordinated Loan (Equity Cure) (if applicable) and third party preference share funding;

“Account Bank” the entity appointed as such from time to time under the Account Bank and Agency Agreement,
initially being Nedbank acting through its Corporate and Investment Banking Division (Lending Middle
Office);

“Account Bank and Agency Agreement” the agreement entitled “Account Bank and Agency Agreement” concluded between MTN, the BFC2
Pref Shareholders, BFC2, MTN Zakhele Futhi, the Preference Share Agent and other agents of MTN
Zakhele Futhi, BFC2 and/or the BFC2 Pref Shareholders (including, inter alia, the Security Custodian, the
MTN Zakhele Futhi Administrator, the BFC2 Administrator, the Account Bank, the Capital Structure
Model Agent and the Calculation Agent, all as defined therein) on or about 21 August 2016 pursuant
to which, inter alia, the roles and responsibilities of various agents of BFC2, MTN Zakhele Futhi and the
BFC2 Pref Shareholders are regulated;

“Additional Specific Issues” the issues of MTN Shares for cash to MTN Zakhele Futhi at any time during the Empowerment Period
of up to the same number of MTN Shares that are repurchased from MTN Zakhele Futhi pursuant to an
exercise by MTN of the NVF Call Option, such issues of MTN Shares for cash being at the Market Value
per MTN Share as at the date of exercise of the NVF Call Option;

“Applicable Laws” has the meaning ascribed to that term in the MTN Zakhele Futhi Pref Subscription Agreement;

“Applicant” a Cash Applicant and/or Re-investment Applicant, as applicable;

“Application Form(s)” the application forms for applying for MTN Zakhele Futhi Shares, which application forms will be
substantially in the form annexed to this Prospectus, but only printed by a Participating Nedbank
Branch for signature by a BEE Participant after submission by a BEE Participant of all required data;

“Appraisal Rights” the rights afforded to MTN Zakhele Shareholders in terms of section 164 of the Companies Act;

“Approved Nominee” the Custodian and/or any Nominee Holder who is permitted to hold MTN Zakhele Futhi Shares on
behalf of a Beneficial Holder thereof pursuant to the BEE Listing Terms and Conditions;

“Authority” any government or governmental, administrative, fiscal or judicial authority, body, court, department,
commission, tribunal, registry or any state-owned, controlled or legislatively constituted authority
which principally performs public, governmental or regulatory functions and/or which is responsible
for applying national security, foreign investment, exchange control, telecommunications, merger
control or other competition or antitrust legislation or regulations, in South Africa, including without
limitation ICASA;

“BEE” black economic empowerment;

“BEE Act” the Broad-Based Black Economic Empowerment Act, 53 of 2003, and any regulations and codes of
good practice published thereunder (including the Codes), as amended;

25
“BEE Legislation” each and all of: (i) the BEE Act; (ii) any codes of good practice and/or any transformation charters issued
under sections 9 and/or 12 of the BEE Act applicable to the MTN SA Group or a material member
thereof; (iii) any communications sector legislation (including the ECA) and any regulations published
under such legislation and any Licence conditions made pursuant to such legislation from time to
time, as applicable to the MTN SA Group or a material member thereof; and (iv) any other charter, law,
condition of a material Licence, regulation or (mandatory or voluntary) practice pursuant to which
ownership and/or control by black people in the MTN SA Group (or a material member thereof ) is
measured or a requirement relating thereto is imposed on it, or its rights, interests and/or obligations
are affected thereby whether directly or through its customers;

“BEE Listing” on a date not earlier than the 3rd (third) anniversary of the Effective Date of the MTN Zakhele Futhi
Offer, the admission to listing of the MTN Zakhele Futhi Shares as BEE Securities (as defined in the
Listings Requirements) on the BEE Segment (as defined in the Listings Requirements) of the main
board of the exchange operated by the JSE (or such other licensed exchange as MTN may approve of
in its sole and absolute discretion);

“BEE Listing Period” the period commencing on the date upon which the BEE Listing takes place (if applicable) and ending
on the earlier of (i) the last day of the Empowerment Period; and (ii) the date on which the BEE Listing
terminates for any reason;

“BEE Listing Terms and Conditions” the terms and conditions applicable to the holding and/or transfer of MTN Zakhele Futhi Shares
(and beneficial interests therein) pursuant to the BEE Listing, as are or are to be set out in the MTN
Zakhele Futhi MOI and the Relationship Agreement read with any market notice published by the JSE
in respect of the BEE Listing and any other terms and conditions notified to a person by or on behalf
of MTN and/or MTN Zakhele Futhi from time to time;

“BEE Participants” individually and collectively (as the context may dictate), the Black Public, who are eligible to subscribe
for and beneficially own MTN Zakhele Futhi Shares pursuant to (i) the MTN Zakhele Futhi Public Offer;
or (ii) the MTN Zakhele Re-investment Offer (as the case may be), or are thereafter permitted to own
MTN Zakhele Futhi Shares in terms of the provisions of the Relationship Agreement (read with the MTN
Zakhele Futhi MOI);

“BEE Status” in relation to a Black Group, the Black Group’s percentage ownership and percentage economic
interest by Black People (by shareholding, membership, beneficiary interest and/or other comparable
interest, as the case may be having regard to the juristic nature of the relevant Black Group) and the
Black Group’s percentage representation by Black People at board or trustee or other similar governing
body, as measured under the BEE Legislation and, in relation to a natural person, whether or not that
person qualifies as a Black Person;

“Beneficial Holder” in relation to any Dematerialised Shares, the person who from time to time: (i) holds the beneficial
interests in such shares directly through “own name” registration in the Uncertificated Register; or
(ii) where such shares are registered in the Uncertificated Register in the name of a Nominee Holder,
the holder/s of the beneficial interests in such Dematerialised Shares;

“BFC” means Newshelf 1041 (RF) Proprietary Limited (Registration number 2009/023961/07), a private
company incorporated in accordance with the laws of South Africa, the special purpose vehicle created
to facilitate the third party preference share funding for the MTN Zakhele BEE Transaction;

“BFC Pref Shares” the Class A cumulative redeemable non-participating preference shares in the issued share capital of
BFC, carrying such terms as are provided for in the BFC memorandum of incorporation;

“BFC2” Jabisan 04 Proprietary Limited (Registration number 2014/021122/07), a private company incorporated
in accordance with the laws of South Africa, all the shares of which are held by an independent, orphan
trust, the special purpose vehicle to facilitate the third party preference share funding for the 2016 MTN
BEE Transaction;

“BFC2 Investors” the subscribers of the BFC2 Pref Shares following the issue of the BFC2 Pref Shares under and in terms
of the BFC2 Pref Subscription Agreement, which, as at the date of this Prospectus, are United Towers
Proprietary Limited, Depfin Investments Proprietary Limited and Rand Merchant Bank, a division of
FirstRand Bank Limited;

“BFC2 Pref Shareholders” the holders of the BFC2 Pref Shares from time to time;

26
“BFC2 Pref Shares” the cumulative redeemable non-participating preference shares in the issued share capital of BFC2,
carrying such terms as are to be provided for in the BFC2 memorandum of incorporation pursuant to
the BFC2 Pref Subscription Agreement;

“BFC2 Pref Subscription Agreement” the agreement entitled “BFC2 Preference Share Subscription Agreement” concluded between BFC2, the
Preference Share Agent, United Towers Proprietary Limited, Depfin Investments Proprietary Limited and
Rand Merchant Bank, a division of FirstRand Bank Limited on or about 21 August 2016 in terms of which
the BFC2 Investors will subscribe for, and BFC2 will allot and issue to the BFC2 Investors, the BFC2 Pref
Shares;

“Black Company” a company incorporated in accordance with the laws of South Africa, and which is both a Black Majority
Owned Company and a Black Majority Controlled Company, and a reference to “company” in this
definition shall include a reference to a close corporation;

“Black Entities” a South African: (i) vesting trust; (ii) broad-based ownership scheme; and (iii) unincorporated entity or
association, including a partnership, joint venture, syndicate or Stokvel, in each case under (i) to (iii) as
may be determined from time to time (generally or in relation to any particular Black Entity or category
of Black Entities) by MTN in its sole discretion as an entity which qualifies under the BEE Legislation (and
the Codes in particular) for recognition and measurement of ownership, economic interest and control
by Black People such that the MTN SA Group may claim recognition of such ownership, economic
interest and control under the BEE Legislation as being held by a majority of Black People;

“Black Group” Black Companies or Black Entities;

“Black Majority Controlled Company” a “B-BBEE Controlled Company” (or comparable term) as defined from time to time under the BEE
Legislation, which definition as at the Last Practicable Date is as follows: “means juristic person, having
shareholding or similar members interest, in which black participants enjoy a right to Exercisable Voting
Rights that is at least 51% of the total such rights measured using the Flow Through Principle”; provided that
where the BEE Legislation contains more than one definition of a “Black Majority Controlled Company”
and such definitions are not the same, then the term “Black Majority Controlled Company” shall mean
(and be restricted to) the class of persons who satisfy the relevant criteria in every such definition;

“Black Majority Owned Company” a “B-BBEE Owned Company” (or comparable term) as defined from time to time under the BEE
Legislation, which definition as at the Last Practicable Date is as follows: “means juristic person, having
shareholding or similar members interest, that is B-BBEE controlled, in which Black participants enjoy a right
to Economic Interest that is at least 51% of the total such rights measured using the Flow Through Principle”;
provided that where the BEE Legislation contains more than one definition of a “Black Majority Owned
Company” and such definitions are not the same, then the term “Black Majority Owned Company” shall
mean (and be restricted to) the class of persons who satisfy the relevant criteria in every such definition;

“Black Participants” individually and collectively (as the context may dictate), Black People and Black Groups (i) who are
eligible to subscribe for and beneficially own MTN Zakhele Futhi Shares pursuant to the MTN Zakhele
Futhi Public Offer; (ii) who are MTN Zakhele Shareholders and who are eligible to elect MTN Zakhele
Futhi Shares pursuant to the MTN Zakhele Unwinding Scheme; or (iii) who are otherwise permitted to
own MTN Zakhele Futhi Shares in terms of the Relationship Agreement (as read with the MTN Zakhele
Futhi MOI);

“Black People” or “Black Person” “black people” (or comparable term) as defined from time to time under the BEE Legislation; provided
that where the BEE Legislation contains more than one definition of “black people” (or comparable
term) and such definitions are not the same, then the term “Black People” shall mean (and be restricted
to) the class of persons who satisfy the relevant criteria in every such definition. As at the Last Practicable
Date (by way of summary and without in any way being construed as an interpretation of the Codes),
“Black People” are defined under the BEE Act read with Schedule 1 of the Codes, as being African,
Coloured and Indian persons who are natural persons and who: (a) are citizens of South Africa by birth
or descent; or (b) became citizens of South Africa by naturalisation before 27 April 1994 or (c) became
citizens of South Africa on or after 27 April 1994, but who would have qualified for naturalisation before
that date. “Black” shall have a similar meaning when used as an adjective in relation to natural persons;

“Black Public” Black People and Black Groups;

“Business Day” any day other than a Saturday, Sunday or official South African public holiday;

27
“Calculation Agent” the entity appointed as such from time to time under the Account Bank and Agency Agreement,
initially Nedbank;

“Call Event” the events and circumstances defined as such in the Relationship Agreement. (Call Events are
summarised in paragraph 12.6 of Section 2 of this Prospectus);

“Call Reference Price” the reference price used for purposes of calculating the price payable for the Call Shares which are the
subject of a Call Event as defined in the Relationship Agreement. (The Call Reference Price is summarised
in paragraph 12.6 of Section 2 of this Prospectus);

“Call Shares” such number of MTN Zakhele Futhi Shares as are subject to a Call Event as set out in the Relationship
Agreement and summarised in paragraph 12.6 of Section 2 of this Prospectus;

“Capital Structure Model” has the meaning given to that term in the Implementation Agreement, but is essentially the financial
model which determines the various transaction tranches for the 2016 MTN BEE Transaction with
reference to various factors, including the equity raised pursuant to the MTN Zakhele Futhi Public Offer
and the MTN Zakhele Re-investment Offer, and the type and level of facilitation which the MTN Board
resolves to provide in respect of the 2016 MTN BEE Transaction in the event that the Target Equity Raise
is not achieved and/or the Inception Total Share Cover Ratio is not met;

“Capital Structure Model Agent” the entity appointed as such pursuant to the terms of the Account Bank and Agency Agreement,
being Nedbank;

“cash” unless stated otherwise, references to payment by cash include payment by physical cash and/or
payment by electronic funds transfer;

“Cash Applicant” a person applying for MTN Zakhele Shares under the MTN Zakhele Futhi Public Offer, such application
therefore being to subscribe in cash and not by way of an election to re-invest under the MTN Zakhele
Re-investment Offer;

“Central Securities Depository” a person who is licensed as a central securities depository under section 29 of the Financial Markets
Act;

“cents” South African cents, a denomination of the official currency of South Africa;

“Certificated Shareholder” holders of Certificated Shares;

“Certificated Shares” MTN Zakhele Futhi Shares, evidenced by share certificates or other physical Documents of Title, which
have not been surrendered for dematerialisation in terms of the requirements of Strate;

“CIPC” the Companies and Intellectual Property Commission, established pursuant to section 185 of the
Companies Act, or its successor body;

“Closing Date” the “New Empowerment Transaction Closing Date” as defined in the Implementation Agreement,
being – subject to the fulfilment (deemed fulfilment) or waiver (as the case may be) of the relevant
Transaction Conditions Precedent – 23 November 2016 in respect of certain initial closing steps in the
implementation of the 2016 MTN BEE Transaction (“First Closing Date”) and 24 November 2016 in
respect of the remaining closing steps and any steps which were not completed on the First Closing
Date (“Second Closing Date”), with provision made for closing to be extended by a further Business
Day if certain steps are not completed on the Second Closing Date;

“Codes” the Codes of Good Practice on BEE issued by the Minister of Trade and Industry on 2 October 2013 in
terms of section 9(1) of the BEE Act, as amended;

“Companies Act” the Companies Act, 2008 (No. 71 of 2008), as amended;

“Companies Regulations” Companies Regulations, 2011, the regulations in terms of the Companies Act, as amended;

“Company Secretary” Maitland Group South Africa Limited (Registration number 1981/009543/06), a limited liability public
company registered and incorporated in accordance with the laws of South Africa and the company
secretary to MTN Zakhele Futhi;

“Confirmation of Possession” the confirmation of possession of this Prospectus attached to this Prospectus on page 165;

“CSDP” a person that holds in custody and administers securities or an interest in securities, and that has been
accepted in terms of section 31 of the Financial Markets Act by a Central Securities Depository as a
participant in that Central Securities Depository;

28
“Custodian” a person identified and appointed from time to time by MTN and/or MTN Zakhele Futhi, as directed by
MTN, to fulfil the functions assigned to it under the Relationship Agreement, initially Nedbank, acting
through its Nedbank Investor Services division;

“Dematerialised” the process by which Certificated Shares are to be converted into or held in electronic form as
uncertificated securities under Strate;

“Dematerialised Shareholders” holders of Dematerialised Shares;

“Dematerialised Shares” MTN Zakhele Futhi Shares that have been Dematerialised;

“Determination Date” is as defined in the Implementation Agreement, being essentially the date on which the MTN board of
directors meets to set the Final Capital Structure, which date is presently scheduled to be Friday,
18 November 2016;

“Dissenting Shareholders” at any relevant time, an MTN Zakhele Shareholder who has validly exercised his/her/its Appraisal Rights
and demanded, in terms of sections 164(5) to 164(8) of the Companies Act, that MTN Zakhele pay him,
her or it the fair value of all his, her or its MTN Zakhele Shares, for so long as none of the circumstances
contemplated in section 164(9) of the Companies Act have occurred in relation to such MTN Zakhele
Shareholder;

“Documents of Title” valid share certificate(s), certified transfer deed(s), balance receipts or any other documents of title
acceptable to MTN Zakhele Futhi in respect of MTN Zakhele Futhi Shares;

“Dispose” is as defined in the Relationship Agreement;

“EBITDA” earnings before interest, tax, depreciation, amortisation and goodwill impairment;

“ECA” the Electronic Communications Act, 2005 (No. 36 of 2005), as amended;

“Effective Date of the MTN Zakhele the date on which MTN Zakhele Futhi Shares are allotted and issued to BEE Participants under the MTN
Futhi Offer” Zakhele Futhi Public Offer, which date is presently scheduled to be 23 November 2016;

“Effective Interest” any one or more of a direct or indirect ownership, economic or control interest, measure on a fully
diluted basis and without any deeming rule or deeming provision being applied;

“EFT” is an abbreviation for “electronic funds transfer”;

“Eligible MTN Zakhele Futhi (i) any BEE Participant who is accepted to become an MTN Zakhele Futhi Shareholder (whether
Shareholders” pursuant to the MTN Zakhele Futhi Public Offer, the MTN Zakhele Re-investment Offer or otherwise);
and (ii) such other persons as are permitted from time to time (and for the period so permitted) under
the Relationship Agreement to hold, or have beneficial interest in, MTN Zakhele Futhi Shares, in each
such case pursuant to the terms of, and as set out in, the Relationship Agreement;

“Empowerment Period” a period of 8 (eight) years commencing on the Effective Date of the MTN Zakhele Futhi Offer and
ending on the eighth anniversary of the Effective Date of the MTN Zakhele Futhi Offer;

“Encumber” is as defined in the Relationship Agreement;

“ESTC” the Empowerment Share Transfer Committee, being MTN or such committee/s or third party/ies or
third party agent/s as MTN may nominate from time to time to, among others, consider and approve
or decline any proposed transfer of MTN Zakhele Futhi Shares and, accordingly, to regulate, or procure
the regulation of, the registration of any such transfer of MTN Zakhele Futhi Shares, under and in
accordance with the Relationship Agreement;

“Existing MTN Tranche 1 Subscription the agreement dated 12 July 2010 and entitled “MTN Tranche 1 Subscription and Call Option
and Call Option Agreement” Agreement” concluded between MTN and MTN Zakhele, pursuant to which, inter alia, MTN provided
notional vendor finance to MTN Zakhele for the MTN Zakhele BEE Transaction;

“Existing MTN Tranche 1 Subscription the agreement entitled “Existing MTN Tranche 1 Subscription and Call Option Agreement –
and Call Option Amendment” Amendment Agreement” entered into between MTN Zakhele and MTN on or about 21 August 2016,
which agreement provides for the amendment of certain provisions of the Existing MTN Tranche 1
Subscription and Call Option Agreement on the Closing Date;

“Extended Closing Date” has the meaning given to that term in the definition of “Closing Date”;

29
“Final Capital Structure” has the meaning given to that term in the Implementation Agreement, but is essentially the Capital
Structure Model as finalised by the MTN Board and applied by the Capital Structure Model Agent prior
to the Closing Date;

“FICA” the Financial Intelligence Centre Act, 2001 (No. 38 of 2001), as amended;

“Finally Determined A Indemnified is as defined in the Implementation Agreement, being essentially an amount, if any, which is required
Provision Amount” to be held back by MTN Zakhele in cash to provide for certain contingent post-redemption tax liabilities
(if any), which amount will be determined in accordance with the process set out in the Implementation
Agreement and the MTN Zakhele Pref Subscription Agreement (as amended);

“Final MTN Zakhele Pref Dividend” the Class A BIC Scheduled Preference Dividend (as such term is defined in the MTN Zakhele
memorandum of incorporation) which is payable by MTN Zakhele to BFC (in its capacity as holder of
the MTN Zakhele Pref Shares) on the applicable redemption date, immediately prior to the redemption
of the last of the MTN Zakhele Pref Shares, the amount of which is determined in accordance with the
Final Capital Structure Documents (as such term is defined in the Implementation Agreement);

“Finance Documents” has the meaning ascribed thereto in the MTN Zakhele Futhi MOI;

“Finance Trading Day” any day that is an ordinary trading day on the exchange operated by the JSE (and does not include a
day on which trading on the exchange operated by the JSE is scheduled to close prior to its regular
weekday closing time);

“Financial Markets Act” the Financial Markets Act, 2012 (No. 19 of 2012), as amended;

“First Closing Date” has the meaning given to that term in the definition of “Closing Date”; presently expected to be
23 November 2016;

“First Ranking Guarantee” the first ranking guarantee between MTN Zakhele Futhi (as guarantor), the BFC2 Pref Shareholders and
Nedbank (as Preference Share Agent) pursuant to which MTN Zakhele Futhi unconditionally and
irrevocably guarantees the payment of all amounts required and/or scheduled or intended to be paid
by BFC2 to the BFC2 Pref Shareholders in respect of the BFC2 Pref Shares;

“Fully Diluted Basis” unless stated otherwise, references in this Prospectus to percentage holdings of MTN Shares on a ‘Fully
Diluted Basis’ are to the percentage number of MTN Shares calculated as including the 2016 MTN BEE
Transaction on the basis that the MTN Zakhele Futhi Offer is fully subscribed, but excluding the MTN
Zakhele Specific Repurchase and MTN Zakhele NVF Specific Repurchase, and using the total issued
ordinary MTN Shares as at the Last Practicable Date, being 1 844 049 073 MTN Shares;

“Future Specific Repurchases” repurchases from time to time by MTN of MTN Shares from MTN Zakhele Futhi at R0.0001 per MTN
Share up to the then Maximum NVF Call Option Shares on the exercise by MTN of an NVF Call Option
in reduction or settlement of the NVF Balance;

“General Scheme Conditions” the conditions precedent to which the MTN Zakhele Unwinding Scheme is subject as summarised in
paragraph 3.2.3 of Section 2 of this Prospectus;

“IFRS” International Financial Reporting Standards;

“ICASA” the Independent Communications Authority of South Africa, a regulatory body established in terms of
section 3 of the Independent Communications Authority of South Africa Act, 2000 (Act No. 13 of 2000),
as amended;

“ICT Charter” the Information and Communication Technology Sector Code, issued as a Code of Good Practice
under section 9(5) of the BEE Act, applicable to stakeholders operating in the information and
communication sector, such as MTN SA, as amended from time to time;

“Implementation Agreement” means the agreement entitled “New Empowerment Transaction and MTN Zakhele Unwinding
Implementation Agreement” concluded between, amongst others, MTN, MTN Zakhele, MTN Zakhele
Futhi, BFC2, the Preference Share Agent and the BFC2 Investors on or about 21 August 2016 which
agreement provides, inter alia, for the implementation before and on the Closing Date of the
transactions set out in the Implementation Agreement and the other Transaction Documents (as
defined therein) and matters related thereto, including the 2016 MTN BEE Transaction and the MTN
Zakhele Integrated Unwind;

30
“Inception Total Share Cover Ratio” is as set out and more fully described in the MTN Zakhele Futhi Pref Share Terms, being the total share
cover ratio calculated on the Determination Date, comprising (in summary) the market value of the
MTN Shares to be held by MTN Zakhele Futhi on the Closing Date (which market value will be measured
at the One Day VWAP or the Five Day VWAP (as each term is defined in the MTN Zakhele Futhi Pref
Share Terms) whichever is the lower, on the Business Day immediately preceding the Determination
Date, divided by the difference in value between the issue price of the MTN Zakhele Futhi Pref Shares
and the MTN Subordinated Loan (Ratio Cure), if any. (See paragraph 1.2 of Section 4 for further details);

“Income Tax Act” Income Tax Act, 1962 (No. 58 of 1962), as amended;

“Independent Registered Auditor” SizweNtsalubaGobodo Incorporated (Registration number 2005/034639/21), a personal liability
company incorporated in accordance with the laws of South Africa, and PricewaterhouseCoopers
Incorporated (Registration number 1998/012055/21), a personal liability company incorporated in
accordance with the laws of South Africa;

“Indicative Capital Structure” has the meaning given to that term in the Implementation Agreement, but is essentially the indicatively
modelled Capital Structure Model annexed to the Implementation Agreement;

“Initial NVF Balance” an amount calculated as the difference between: (i) the Transaction Share Price multiplied by the MTN
Tranche 1 Subscription Shares and (ii) the MTN Tranche 1 Subscription Price;

“Initial Specific Issue” the issue of MTN Shares for cash and in settlement of the MTN Loan Claim by MTN to MTN Zakhele
Futhi on the Closing Date comprising the MTN Tranche 1 Subscription Shares, the MTN Tranche 2
Subscription Shares and the MTN Tranche 3 Subscription Shares;

“JSE” the stock exchange operated by the JSE Limited (Registration number 2005/022939/06), a public
company registered and incorporated in accordance with the laws of South Africa, licensed as an
exchange under the Financial Markets Act;

“Key Material Agreements” is as defined in the MTN Zakhele Futhi MOI, and which includes the Implementation Agreement, the
Relationship Agreement, the MTN Zakhele Futhi Ords Subscription Agreement, the MTN Tranche  1
Subscription and Call Option Agreement, the MTN Tranche 2 Subscription Agreement, the MTN
Tranche 3 Subscription Agreement, the MTN Zakhele Repurchase Agreement, the Loan Transfer and
Cession Agreement, the Reversionary Pledge and Cession and the Reversionary Account Cession, each
subordinated loan agreement pursuant to which the interest rates applicable to any subordinated loan
advanced by MTN or any MTN Acceded Nominee (as such term is defined in the MTN Zakhele Futhi
MOI) to MTN Zakhele Futhi or BFC2 is set out and the documents which are required to be executed
for the purposes of the MTN Zakhele Futhi Public Offer;

“Key Transaction Documents” the Key Material Agreements and the Finance Documents;

“King Code” the King Code on Corporate Governance for South Africa, as amended from time to time;

“Last Practicable Date” 17 August 2016, being the last practicable date prior to finalisation of this Prospectus;

“Legal Advisor” Webber Wentzel Attorneys, the legal advsior to MTN Zakhele Futhi;

“Licence(s)” any licence or other form of regulatory right or permission issued or granted by or under any Authority,
including telecommunications licences issued pursuant to the ECA;

“Listings Requirements” the Listings Requirements of the JSE, as amended from time to time;

“Loan Transfer and Cession Agreement” the agreement entitled “Loan Transfer and Cession Agreement” concluded between MTN Zakhele
Futhi and MTN Zakhele on or about 21 August 2016 which agreement provides for the transfer and
cession of the MTN Loan Claim from MTN Zakhele to MTN Zakhele Futhi in consideration for the issue
by MTN Zakhele Futhi to it of MTN Zakhele Futhi Shares, which MTN Zakhele Futhi Shares are then to
be distributed to MTN Zakhele Shareholders pursuant to and in accordance with the MTN Zakhele Re-
investment Offer;

“Market Value” as at a Reference Date, the 30 Trading Day VWAP as at the first Business Day prior to such date; provided
that if at any time such calculation is not able to be performed due to the MTN Shares not being listed
or being suspended from listing at any time during the relevant period, the Market Value shall be
determined by the statutory auditors for the time being of MTN or an independent financial institution
or advisory firm with an office in South Africa nominated for this purpose by MTN, in each case acting
as experts and not as arbitrators, and as further calculated under and pursuant to the terms of in the
MTN Tranche 1 Subscription and Call Option Agreement;

31
“Material Agreements” collectively, the Key Material Agreements and Service Provider Agreements;

“Maximum NVF Call Option Shares” at any particular Reference Date, a number of MTN Shares (fractions rounded down) equal to the NVF
Balance as at the day immediately preceding the Reference Date divided by the Market Value of the
MTN Shares as at the Reference Date;

“Maximum Shareholding Limit” is as defined in the Relationship Agreement, presently being 15% of the MTN Zakhele Futhi Shares in
issue from time to time, or such higher percentage as MTN may notify to MTN Zakhele Futhi from time
to time;

“Minimum Cash Raise” an amount of R250 million;

“Minimum Equity Raise” R1 234.1 million, representing approximately 12.5% of the (Transaction Share Price multiplied by the
sum of the MTN Tranche 1 Subscription Shares, the MTN Tranche 2 Subscription Shares and the MTN
Tranche 3 Subscription Shares), as modelled in the Indicative Capital Structure;

“Minimum Investment Period” a period of three years commencing on the Effective Date of the MTN Zakhele Futhi Public Offer and
ending on the third anniversary of the Effective Date of the MTN Zakhele Futhi Public Offer;

“MTN” MTN Group Limited (Registration number 1994/009584/06), a public company registered and
incorporated in accordance with the laws of South Africa, all the shares of which are listed on the JSE;

“MTN Board” the board of directors of MTN from time to time;

“MTN Circular” the circular to be posted to MTN Shareholders regarding, inter alia, the MTN Zakhele Unwind and the
2016 MTN BEE Transaction;

“MTN Group” MTN and its subsidiaries, from time to time;

“MTN Holdings” Mobile Telephone Networks Holdings Limited (Registration number 1993/001411/06), a public
company registered and incorporated in accordance with the laws of South Africa and a wholly-owned
subsidiary of MTN;

“MTN Loan Claim” that portion of the aggregate purchase consideration for the MTN Repurchase Shares which will be
settled on loan account (being a loan from MTN Zakhele to MTN), in accordance with and subject to
the terms of the MTN Zakhele Repurchase Agreement;

“MTN Material Adverse Event” the occurrence of any event, circumstance or matter or combination of events, circumstances or
matters which in MTN’s opinion is likely to have a material adverse effect on: (i) the financial condition
(including assets, revenues and liabilities), business, operations or affairs of MTN (taken as a whole), the
MTN SA Group (taken as a whole) and/or MTN Zakhele (taken as a whole); and/or (ii) the ability of MTN,
MTN Zakhele and/or MTN Zakhele Futhi to timeously perform any or all of its material obligations
under any of the transaction documents relating to the MTN Zakhele BEE Transaction and/or
Transaction Documents to which it is party; and/or (iii) the ability of MTN, MTN Zakhele and/or MTN
Zakhele Futhi to comply with any Applicable Laws and/or the requirements of any Authority in relation
to, or in connection with, the entry into and performance of its obligations under any of the transaction
documents relating to the MTN Zakhele BEE Transaction and/or Transaction Documents to which it is
party;

“MTN Nigeria” MTN Nigeria Communications Limited (Registration number RC395010) a private limited liability
company registered under the laws of the Federal Republic of Nigeria;

“MTN Repurchase Price” the aggregate purchase price to be paid by MTN to MTN Zakhele in accordance with and subject to
the terms of the MTN Zakhele Repurchase Agreement, being an amount equal to the MTN Repurchase
Shares multiplied by the Repurchase Share Price. The MTN Repurchase Price is discharged in part in
cash and, where applicable, in part through the MTN Loan Claim;

“MTN Repurchase Shares” such number of MTN Shares that will be repurchased by MTN from MTN Zakhele in accordance with
and subject to the terms of the MTN Zakhele Repurchase Agreement, up to a maximum of 44 068 683
MTN Shares;

“MTN SA Group” each and all of: (i) MTN South Africa and its South African subsidiaries from time to time and
(ii) any other South African operating subsidiary of any of MTN, MTN Holdings and/or MTN International
Proprietary Limited designated in writing by MTN to MTN Zakhele Futhi from time to time;

“MTN Shareholders” holders of MTN Shares;

32
“MTN Shares” ordinary shares with a par value of R0.0001 each in the share capital of MTN (and includes any class of
shares, including no par value shares, into which such shares may be converted in the future);

“MTN South Africa” Mobile Telephone Networks Proprietary Limited (Registration number 1993/001436/07), a private
company registered and incorporated in accordance with the laws of South Africa which is a wholly-
owned subsidiary of MTN;

“MTN Subordinated Loan” collectively, or individually, as the case may be, any MTN Subordinated Loan (Equity Top-up) and/or
MTN Subordinated Loan (Ratio Cure);

“MTN Subordinated Loan a subordinated loan, if any, which may be advanced by MTN (or certain permitted subsidiaries) in its
(Equity Top-up)” discretion pursuant to the Subordination and Undertaking Agreement on the Closing Date in order to
increase the number of MTN Shares subscribed for by MTN Zakhele Futhi in the event that the Target
Equity Raise is not met, further details of which are set out in paragraphs 1.2.2 and 1.2.3 of Section 4 of
this Prospectus;

“MTN Subordinated Loan (Ratio Cure)” a subordinated loan/s, if any, which may be advanced by MTN (or certain permitted subsidiaries) in its
discretion pursuant to the Subordination and Undertaking Agreement in order to enable MTN Zakhele
Futhi to meet the Inception Total Share Cover Ratio on the Determination Date or, thereafter, during
the life of the MTN Zakhele Futhi Pref Shares, in order to restore the Total Share Cover Ratio or Volatility
Protection Share Cover Ratio to the levels required under the Finance Documents, further details of
which are set out in paragraphs 1.2.2 and 1.2.3 of Section 4 of this Prospectus;

“MTN Tranche 1 Subscription and Call the agreement entitled “MTN 2016 Tranche 1 Subscription and Call Option Agreement” entered into or
Option Agreement” between MTN and MTN Zakhele Futhi on or about 21 August 2016 in terms of which, inter alia, MTN
Zakhele Futhi will subscribe for, and MTN will issue and allot to MTN Zakhele Futhi, the MTN Tranche 1
Subscription Shares at their par value of R0.0001 each and MTN Zakhele Futhi will grant to MTN the
NVF Call Option;

“MTN Tranche 1 Subscription Price” the aggregate subscription price for the MTN Tranche 1 Subscription Shares, being the product of the
MTN Tranche 1 Subscription Shares multiplied by R0.0001 per MTN Share (fractions of cents rounded
up after aggregation);

“MTN Tranche 1 Subscription Shares” a maximum of 51 863 881 MTN Shares to be issued to MTN Zakhele Futhi, at their par value of R0.0001
each, for the MTN Tranche 1 Subscription Price;

“MTN Tranche 2 Nominal Subscription a maximum of 15 367 076 MTN Shares to be issued to MTN Zakhele Futhi, at their par value of R0.0001
Shares” each, as part of the MTN Tranche 2 Subscription Shares, pursuant to the provisions of the MTN
Tranche 2 Subscription Agreement;

“MTN Tranche 2 Subscription the agreement entitled “MTN 2016 Tranche 2 Subscription Agreement” entered into or between MTN
Agreement” and MTN Zakhele Futhi on or about 21 August 2016 in terms of which, inter alia, MTN Zakhele Futhi will
subscribe for, and MTN will issue and allot to MTN Zakhele Futhi, the MTN Tranche 2 Subscription
Shares at the MTN Tranche 2 Subscription Price;

“MTN Tranche 2 Subscription Price” the aggregate subscription price for the MTN Tranche 2 Subscription Shares, being the sum of
(i) the product of the MTN Tranche 2 Subscription Shares (less the MTN Tranche 2 Nominal
Subscription Shares) multiplied by the Transaction Share Price (fractions of cents rounded up); and (ii)
the product of the MTN Tranche 2 Nominal Subscription Shares multiplied by R0.0001 (fractions of
cents rounded up);

“MTN Tranche 2 Subscription Shares” a maximum of 53 784 765 MTN Shares (which, for the avoidance of doubt, includes the MTN
Tranche  2  Nominal Subscription Shares) to be issued to MTN Zakhele Futhi, at the MTN Tranche 2
Subscription Price, pursuant to the provisions of the MTN Tranche 2 Subscription Agreement;

“MTN Tranche 3 Subscription the agreement entitled “MTN 2016 Tranche 3 Subscription Agreement” entered into or between MTN
Agreement” and MTN Zakhele Futhi on or about 21 August 2016 in terms of which, inter alia, MTN Zakhele Futhi will
subscribe for, and MTN will issue and allot to MTN Zakhele Futhi, the MTN Tranche 3 Subscription
Shares at the MTN Tranche 3 Subscription Price;

“MTN Tranche 3 Subscription Price” the aggregate subscription price for the MTN Tranche 3 Subscription Shares, being the face value of
the MTN Loan Claim;

“MTN Tranche 3 Subscription Shares” a maximum of 19 208 845 MTN Shares to be issued to MTN Zakhele Futhi, at the MTN Tranche 3
Subscription Price, pursuant to the provisions of the MTN Tranche 3 Subscription Agreement;

33
“MTN Underwrite Option” a right, but not an obligation, which MTN has under the MTN Zakhele Futhi Ords Subscription
Agreement to subscribe for the MTN Zakhele Futhi Underwrite Shares;

“MTN Zakhele” MTN Zakhele (RF) Limited (Registration number 2010/004693/06), a public company registered and
incorporated in accordance with the laws of South Africa, the special purpose vehicle created to give
effect to the MTN Zakhele BEE Transaction and the ordinary shares of which are listed on the BEE
segment of the JSE;

“MTN Zakhele Board” the board of directors of MTN Zakhele from time to time;

“MTN Zakhele BEE Transaction” MTN’s BEE transaction implemented in November 2010, in terms of which, inter alia, (i) following a
public offer, MTN Zakhele issued MTN Zakhele Shares to qualifying members of the Black Public; and
(ii) MTN Zakhele acquired and/or subscribed for MTN Shares, up to a maximum of 4% of the then
issued share capital of MTN (using a combination of equity funding, vendor facilitation through a
donation from MTN, notional vendor finance from MTN and third-party preference share funding);

“MTN Zakhele Futhi” or “the Company” MTN Zakhele Futhi (RF) Limited, formerly BIC B Limited (Registration number 2016/268837/06), a public
company incorporated in accordance with the laws of South Africa, the special purpose vehicle created
to effect the MTN Zakhele Futhi Public Offer and related aspects of the 2016 MTN BEE Transaction;

“MTN Zakhele Futhi Account” the bank account of MTN Zakhele Futhi at Nedbank established to receive application monies for
purposes of the MTN Zakhele Futhi Public Offer;

“MTN Zakhele Futhi Board” or the board of directors of MTN Zakhele Futhi as constituted from time to time;
“MTN Zakhele Futhi Directors”

“MTN Zakhele Futhi Discharge Date” the date on which all the MTN Zakhele Futhi Pref Shares have been redeemed in full and all post-
redemption contingent indemnity amounts, if any, as determined in accordance with the MTN Zakhele
Futhi Pref Subscription Agreement, have been paid into the relevant MTN Zakhele Futhi bank accounts
over which the BFC2 Pref Shareholders have a security interest;

“MTN Zakhele Futhi Offer” the MTN Zakhele Futhi Public Offer and, to the extent made, the MTN Zakhele Re-investment Offer;

“MTN Zakhele Futhi Offer Closing Date” the date on which the MTN Zakhele Futhi Offer will close, presently being Friday, 21 October 2016;

“MTN Zakhele Futhi MOI” the memorandum of incorporation of MTN Zakhele Futhi contemplated under the Companies Act;

“MTN Zakhele Futhi Ords Subscription the agreement entitled “BIC2 Ordinary Share Subscription Agreement” concluded between MTN
Agreement” Zakhele Futhi and MTN on or about 21 August 2016 in terms of which MTN will subscribe for, and MTN
Zakhele Futhi will allot and issue to MTN, the MTN Zakhele Futhi Underwrite Shares (if any);

“MTN Zakhele Futhi Pref Shares” the cumulative redeemable non-participating preference shares in the issued share capital of MTN
Zakhele Futhi carrying the MTN Zakhele Futhi Pref Terms;

“MTN Zakhele Futhi Pref Share Terms” the terms and conditions applicable to the MTN Zakhele Futhi Pref Shares which are to be provided for
in the MTN Zakhele Futhi MOI pursuant to the MTN Zakhele Futhi Pref Subscription Agreement;

“MTN Zakhele Futhi Pref Subscription the agreement entitled “BIC2 Preference Share Subscription Agreement” concluded between BFC2,
Agreement” MTN Zakhele Futhi and the Preference Share Agent on or about 21 August 2016 in terms of which, inter
alia, BFC2 will subscribe for, and MTN Zakhele Futhi will allot and issue to BFC2, the MTN Zakhele Futhi
Pref Shares;

“MTN Zakhele Futhi Pref Subscription the price at which the BFC2 will subscribe for the MTN Zakhele Futhi Pref Shares, being R1 000.00 per
Consideration” share. In aggregate, an amount of up to R3 200 million may be raised through the issue of the MTN
Zakhele Futhi Pref Shares;

“MTN Zakhele Futhi Public Offer” the public offering in terms of which the Black Public are invited to subscribe for and beneficially own
MTN Zakhele Futhi Shares pursuant to the terms of this Prospectus (and any supplement hereto), as
more fully described in Section 2 of this Prospectus;

“MTN Zakhele Futhi Security Account” the bank account to be maintained by MTN Zakhele Futhi into which certain sums are required under
the Transaction Documents to be paid in respect of the MTN Zakhele Futhi Pref Shares;

“MTN Zakhele Futhi Shareholders” in the case of: (i) Certificated Shares, the person who is the registered holder of such MTN Zakhele Futhi
Shares from time to time; and (ii) Dematerialised Shares, the person who is the Beneficial Holder of
such Dematerialised Shares from time to time and includes, where applicable and as the context
requires, the Nominee Holder thereof;

34
“MTN Zakhele Futhi Shares” ordinary shares having no par value in the share capital of MTN Zakhele Futhi;

“MTN Zakhele Futhi Underwrite Shares” such MTN Zakhele Futhi Shares as MTN, in the MTN Board’s discretion, may elect to subscribe for under
the MTN Zakhele Futhi Ords Subscription Agreement to enable MTN Zakhele Futhi to increase the
equity raised in the event of the amount raised under the MTN Zakhele Futhi Public Offer and/or
through the MTN Zakhele Re-investment being less than the Target Equity Raise, in order to increase
the ultimate size of the 2016 MTN BEE Transaction (i.e. the aggregate number of MTN Shares to be
subscribed for by MTN Zakhele Futhi);

“MTN Zakhele Integrated Unwind” the structured unwinding of MTN Zakhele in accordance with and pursuant to the implementation of
the MTN Zakhele Unwinding Scheme and the relevant Transaction Documents to which MTN Zakhele
is a party, in the event that the 2016 MTN BEE Transaction is implemented;

“MTN Zakhele NVF Specific Repurchase” the specific repurchase of MTN Shares by MTN from MTN Zakhele to settle the notional vendor finance
provided for the MTN Zakhele BEE Transaction pursuant to the Existing MTN Tranche 1 Subscription
and Call Option Agreement, which repurchase was approved by MTN Shareholders at a general
meeting of Shareholders held on Friday, 20 August 2010;

“MTN Zakhele Pref Shares” class A cumulative redeemable non-participating preference shares in the issued share capital of MTN
Zakhele, carrying such terms as are provided for in the MTN Zakhele memorandum of incorporation;

“MTN Zakhele Pref Subscription means the agreement entitled “Third Amended and Restated BIC Preference Share Subscription
Agreement” Agreement” concluded between, inter alia, MTN Zakhele and BFC in terms of which, inter alia, BFC
subscribed for, and MTN Zakhele allotted and issued to BFC, the MTN Zakhele Pref Shares;

“MTN Zakhele Re-investment” the acquisition by MTN Zakhele of MTN Zakhele Futhi Shares in consideration for the transfer of the
MTN Loan Claim pursuant to the Loan Transfer and Cession Agreement and distribution of such MTN
Zakhele Futhi Shares to successful Re-investment Applicants under the MTN Zakhele Re-investment
Offer, subject to and in accordance with the terms of the MTN Zakhele Unwinding Scheme;

“MTN Zakhele Re-investment Offer” subject to the MTN Zakhele Unwinding Scheme and the 2016 MTN BEE Transaction proceeding, one
of three MTN Zakhele Unwinding Scheme Options under the MTN Zakhele Unwinding Scheme,
pursuant to which qualifying MTN Zakhele Shareholders will be offered an election to receive all or a
portion of their MTN Zakhele Scheme Consideration in MTN Zakhele Futhi Shares, thus allowing them
an opportunity to re-invest all or a portion of their investment in MTN Zakhele into the 2016 MTN BEE
Transaction;

“MTN Zakhele Re-investment an MTN Zakhele Shareholder who elects to participate in the MTN Zakhele Re-investment Offer;
Shareholder”

“MTN Zakhele Repurchase Agreement” the agreement entitled “MTN Repurchase Agreement” concluded between MTN Zakhele and MTN on
or about 21 August 2016 which governs the MTN Zakhele Specific Repurchase and in terms of which,
inter alia, MTN will repurchase the MTN Repurchase Shares in consideration for the MTN Zakhele
Repurchase Price (to be settled by means of the Repurchase Cash and the MTN Loan Claim);

“MTN Zakhele Scheme Circular” the circular to be posted to MTN Zakhele Shareholders for purposes of inter alia the MTN Zakhele Board
proposing the MTN Zakhele Unwinding Scheme and thereby providing MTN Zakhele Shareholders
with the MTN Zakhele Unwinding Scheme Options;

“MTN Zakhele Scheme Consideration” the consideration payable to MTN Zakhele Shareholders for the sale by them of their MTN Zakhele
Shares to MTN Zakhele under the MTN Zakhele Unwinding Scheme;

“MTN Zakhele Shareholders” the persons registered as holders of MTN  Zakhele Shares from time to time in its certificated or
uncertificated share register including, as the context requires, the beneficial holders thereof;

“MTN Zakhele Shares” ordinary shares having a par value of R0.01 each in the issued share capital of MTN Zakhele, which
shares are listed on the JSE;

“MTN Zakhele Specific Repurchase” the specific repurchase of MTN Shares by MTN from MTN Zakhele under and in accordance with the
terms of the MTN Zakhele Repurchase Agreement, to enable MTN Zakhele to realise sufficient cash to
pay the final preference share dividend on, and redeem, the MTN Zakhele Pref Shares, pay or provide
for certain taxes arising on the redemption of the MTN Zakhele Pref Shares and BFC Pref Shares, pay or
provide for the post-redemption contingent liabilities on account of the MTN Zakhele Pref Shares and
the BFC Pref Shares, if any, and the other costs and provisions arising as a result of the unwinding of the
MTN Zakhele BEE Transaction, as well as to facilitate the MTN Zakhele Re-investment, in each case as
determined under and subject to the limits set in the Implementation Agreement;

35
“MTN Zakhele Standalone Unwind” the structured unwinding of MTN Zakhele in accordance with and pursuant to the terms of the MTN
Zakhele Unwinding Scheme and the relevant Transaction Documents to which it is a party in the event
that the 2016 MTN BEE Transaction is not implemented for any reason whatsoever;

“MTN Zakhele Tax Cash Top-up the "MTNZ Tax Cash Top-up Amount" as set out in the MTN Zakhele Scheme Circular, being, in essence,
Amount” a potential residual cash amount to be paid to MTN Zakhele Shareholders in consideration for their
MTN Zakhele Shares under the MTN Zakhele Integrated Unwinding in the event that there is cash
remaining after the realisation of a reserve withheld to provide for certain tax liabilities in MTN Zakhele;

“MTN Zakhele Unwinding Scheme” the scheme of arrangement pursuant to section 114 of the Companies Act proposed or to be proposed
by the MTN Zakhele Board as between MTN Zakhele and the MTN Zakhele Shareholders, for the
purpose of MTN Zakhele buying back and cancelling all of the MTN Zakhele Shares from MTN Zakhele
Shareholders (other than the MTN Zakhele Share held by MTN Holdings), pursuant to which scheme,
inter alia, each MTN Zakhele Shareholder will be entitled to elect one or more of the MTN Zakhele
Unwinding Scheme Options, in each case on and subject to the terms and conditions of such scheme;

“MTN Zakhele Unwinding Scheme the three options proposed to be granted to MTN Zakhele Shareholders in terms of the MTN Zakhele
Options” Unwinding Scheme by which they receive their consideration for the buy-back (and cancellation) of
their MTN Zakhele Shares, being: (i) cash consideration (“Option 1”); (ii) MTN Shares (“Option 2”); and/or
(iii) subject to the 2016 MTN BEE Transaction proceeding, MTN Zakhele Futhi Shares (“Option 3” or the
Re-investment Option);

“NACM” nominal annual compounded monthly in arrears;

“Nedbank” Nedbank Limited (Registration number 1951/000009/06), a public company registered and
incorporated in accordance with the laws of South Africa;

“Nominee” has the meaning given to this term in the Financial Markets Act;

“Nominee Holder” in relation to any Dematerialised Shares, the person who from time to time holds such shares as a
Nominee;

“Notional Vendor Finance” or “NVF” the notional funding provided by MTN to MTN Zakhele Futhi in connection with the 2016 MTN BEE
Transaction, represented at the outset by the Initial NVF Balance, and which arises from the issue by
MTN to MTN Zakhele Futhi of the MTN Tranche 1 Subscription Shares at their par value of R0.0001 per
MTN Share;

“NVF Balance” an amount representing the notional outstanding balance from time to time of the Notional Vendor
Finance, being the Initial NVF Balance escalating at 80% of Prime, as reduced from time to time by any
exercise of an NVF Call Option and as increased from time to time, if applicable, as a result of the
acquisition of or subscription by MTN Zakhele Futhi for NVF Refinancing Shares;

“NVF Call Option” the call options granted to MTN (and/or its nominee/s and/or its cessionaries, as applicable) by MTN
Zakhele Futhi in the MTN Tranche 1 Subscription and Call Option Agreement, in terms of which MTN
(and/or its nominee/s and/or its cessionaries, as applicable) has been provided with a right to acquire
a variable number of MTN Shares held by MTN Zakhele Futhi at a price of R0.0001 per MTN Share
(such variable number of MTN Shares being the Maximum NVF Call Option Shares, as defined);

“NVF Call Option Trigger Date” the later of: (A) the first Business Day after the eighth anniversary of the Closing Date or such later date
and/or dates as: (a) MTN may from time to time notify MTN Zakhele Futhi in writing prior to such eighth
anniversary (or the then current NVF Call Option Trigger Date, if later than the eighth anniversary), such
date notified by MTN however not being later than the later of: (i) six months from the eighth
anniversary of the Closing Date; and (ii) six months after the MTN Zakhele Futhi Discharge Date;
and/or (b) MTN and MTN Zakhele Futhi may agree in writing; and (B) the MTN Zakhele Futhi Discharge
Date (or such earlier date as MTN and the Preference Share Agent may agree in writing);

“NVF Refinancing Shares” MTN Shares, is any, which are subscribed for (or acquired) by MTN Zakhele Futhi from MTN (or its
subsidiaries) at R0.0001 per MTN Share pursuant to the Tranche 1 Subscription and Call Option
Agreement in the circumstances described in paragraph 1.3.3 of Section 4 of this Prospectus;

“Offer Period” the period between the opening of the MTN Zakhele Futhi Offer and its closing, presently scheduled
to be from 09:00 on 12 September 2016 to 16:00 on 21 October 2016;

“Offer Price” R20.00 per MTN Zakhele Futhi Share;

36
“Operative Date” the date on which the MTN Zakhele Unwinding Scheme becomes operative, which is expected to be:
(i) 24 November 2016 if the Transaction Conditions Precedent are fulfilled (or deemed fulfilled) or
waived and the 2016 MTN BEE Transaction is implemented; or, otherwise, (ii) in the event of the
MTN Zakhele Standalone Unwind, 24 November 2016 or a later date up to 15 December in certain
instances;

“oversubscription” or “oversubscribed” references to “oversubscription” (or “oversubscribed”) include both applications for subscription under
the MTN Zakhele Futhi Public Offer and elections to receive MTN Zakhele Futhi Shares under the MTN
Zakhele Re-investment Offer;

"Pacific Nominees" Link Investor Services Proprietary Limited, acting through its nominee and wholly-owned subsidiary,
Pacific Custodians (Nominees) (RF) Proprietary Limited, registration number 2014/113298/07, a private
company incorporated in accordance with the laws of South Africa;

“Participating Nedbank Branch” All Nedbank branches and Nedbank outlets in Pick and Pay and Boxer stores in South Africa, excluding
Nedbank outlets in Cashbuild stores;

“Preference Share Agent” the entity appointed as such from time to time as the agent of the holders of the MTN Zakhele Futhi
Pref Shares and the BFC2 Pref Shareholders pursuant to the terms of the Transaction Documents,
initially Nedbank;

“Prime” means the rate of interest (NACM) from time to time published by the relevant reference bank, initially
Nedbank, as its prime overdraft lending rate (a certificate from any manager of that bank, whose
appointment or authority need not be proved, as to the prime rate at any time and the usual way in
which it is calculated and compounded at such time, in the absence of manifest or clerical error, shall
be final and binding on the relevant parties);

“Prospectus” this entire document and all the annexures to it;

“Rand” or “R” South African Rand, the official currency of South Africa;

“Reference Date” any particular date in relation to the NVF Call Option;

“Register” the securities register of MTN Zakhele Futhi, including the Uncertificated Register;

“Registered Office of MTN Zakhele the registered office of MTN Zakhele Futhi, being 216 – 14th  Avenue, Fairland, Gauteng, 2195,
Futhi” South Africa;

“Re-investment Applicant” an MTN Zakhele Shareholder who elects to receive MTN Zakhele Futhi Shares in respect of all or part of
their scheme consideration under the MTN Zakhele Unwinding Scheme and who thus participates in
the MTN Zakhele Re-investment;

“Re-investment Option subject to the MTN Zakhele Unwinding Scheme and the 2016 MTN BEE Transaction proceeding, one
of three MTN Zakhele Unwinding Scheme Options under the MTN Zakhele Unwinding Scheme,
pursuant to which MTN Zakhele Shareholders will be offered an election to receive all or a portion of
their MTN Zakhele Scheme Consideration in MTN Zakhele Futhi Shares, thus allowing them an
opportunity effectively to re-invest all or a portion of their MTN Zakhele Shares into the 2016 MTN BEE
Transaction;

“Refinancing” in relation to any financial liabilities and obligations means: (i) any extension of the scheduled maturity
of such liabilities or obligations and/or any variation of the financial terms of such liabilities or
obligations and/or (ii) any financial liabilities and/or obligations incurred in replacement of and/or in
order to discharge or procure the discharge of all or any part of such liabilities or obligations, including
by way of the issue of preference shares or through loans or other means, but does not include the
issue of MTN Zakhele Futhi Shares;

“Relationship Agreement” the agreement entitled “Relationship Agreement” concluded between MTN Zakhele Futhi and MTN on
or about 9 August 2016 and to which the MTN Zakhele Futhi Shareholders are bound pursuant to the
MTN Zakhele Futhi Public Offer and the MTN Zakhele Re-investment regulating, inter alia, the rights
and obligations of these parties relating to the holding of MTN Shares by MTN Zakhele Futhi and the
holding of MTN Zakhele Futhi Shares by the MTN Zakhele Futhi Shareholders, a copy of which is
attached hereto as Annexure 7;

“Repurchase Cash” that portion of the MTN Repurchase Price which will be settled in cash by MTN, in accordance with and
subject to the terms of the MTN Zakhele Repurchase Agreement;

37
“Repurchase Share Price” the 30 Trading Day VWAP of MTN Shares as at the Determination Date as determined under and
calculated in accordance with the Implementation Agreement;

“Reversionary Account Cession” the reversionary cession of the rights to the MTN Zakhele Futhi Security Account entitled
“BIC2 Reversionary Account Cession” concluded between MTN, MTN Holdings and MTN Zakhele Futhi
on or about 21 August 2016, pursuant to which, inter alia, MTN and MTN Holdings are granted a
reversionary security interest over certain bank accounts, ranking behind the security held by the BFC2
Pref Shareholders over such collateral, as security for the obligations that may be owing from time to
time by MTN Zakhele Futhi to MTN and MTN Holdings pursuant to the Transaction Documents;

“Reversionary Pledge and Cession” the reversionary pledge and cession agreement entitled “BIC2 Reversionary Pledge and Cession”
concluded between MTN, MTN Holdings and MTN Zakhele Futhi on or about 21 August 2016, pursuant
to which, inter alia, MTN and MTN Holdings are granted security over the MTN Shares held by MTN
Zakhele Futhi, ranking behind the security held by the BFC2 Pref Shareholders over such collateral, as
security for the obligations that may be owing from time to time by MTN Zakhele Futhi to MTN and
MTN Holdings pursuant to the Transaction Documents;

“RICA” the Regulation of Interception of Communications and Provision of Communication-Related

Information Act, 2002 (No. 70 of 2002), as amended;

“Scheme Consideration Record Date” is as defined in the MTN Zakhele Scheme Circular, presently expected to be Friday, 18 November 2016;

”Scheme Participants” (a) holders of MTN Zakhele Shares who are entitled to receive the MTN Zakhele Scheme Consideration,
being the MTN Zakhele Shareholders registered as such at 12:00 on the Scheme Consideration
Record Date, except: (i) MTN Holdings; and (ii) any Dissenting Shareholders who have not
withdrawn their demand made in terms of sections  164(5) to 164(8) of the Companies Act or
allowed any offers made to them in terms of section 164(11) of the Companies Act to lapse on or
before the Scheme Consideration Record Date; and

(b) Dissenting Shareholders who are subsequently deemed to be Scheme Participants pursuant to
the MTN Zakhele Scheme Circular;

“Second Closing Date” has the meaning given to that term in the definition of “Closing Date”;

“SENS” the Stock Exchange News Service of the JSE;

“Service Provider Agreements” has the meaning given to this term in the MTN Zakhele Futhi MOI and includes: (i) trading platform
agreements to be entered into between MTN Zakhele Futhi and one or more other parties in relation
to the establishment and implementation of the BEE Listing, (ii) professional advisor agreements to be
entered into between MTN Zakhele Futhi and one or more other parties in relation to professional
advisory services provided to MTN Zakhele Futhi from time to time and (iii) if applicable, unwinding
service agreements to be entered into between MTN Zakhele Futhi and one or more other parties in
relation to the unwinding of the MTN Zakhele Futhi structure after the Empowerment Period;

“South Africa” the Republic of South Africa;

“Strate” the share settlement and clearing system utilised by the JSE for all share transactions concluded on the
JSE, managed by Strate Proprietary Limited (Registration number 1998/022242/07), a private company
registered and incorporated in accordance with the laws of South Africa;

“Subordination and Undertaking the agreement entitled “MTN Subordination and Undertaking Agreement” concluded between MTN,
Agreement” MTN Holdings, the BFC2 Pref Shareholders, BFC2, MTN Zakhele Futhi and the Preference Share Agent
on or about 21 August 2016 pursuant to which, inter alia, MTN or an MTN Acceded Nominee (as such
term is defined in the MTN Zakhele Futhi MOI) subordinates its claims against MTN Zakhele Futhi and
BFC2 in favour of the claims against such companies by the BFC2 Pref Shareholders, and MTN (or an
MTN Acceded Nominee) is granted the right, but not the obligation, to advance subordinated loans to
MTN Zakhele Futhi and/or BFC2 to enable MTN Zakhele Futhi to restore certain financial covenant
ratios, MTN and/or each MTN Acceded Nominee provides certain representations, warranties and
undertakings to the BFC2 Pref Shareholders and MTN Holdings gives a guarantee in favour of the BFC
Pref Shareholders;

“Target Equity Raise” R2 468.3 million, representing approximately 25% of the (Transaction Share Price multiplied by the sum
of the MTN Tranche 1 Subscription Shares, the MTN Tranche 2 Subscription Shares and the MTN
Tranche 3 Subscription Shares), as modelled in the Indicative Capital Structure;

38
“Total Share Cover Ratio” is as set out and more fully described in the MTN Zakhele Futhi Pref Share Terms, but essentially
comprising, at the time of calculation, the Five Day VWAP (as defined in the MTN Zakhele Futhi Pref
Share Terms) value of the MTN Shares held by MTN Zakhele Futhi, divided by the redemption amount
of all unredeemed MTN Zakhele Futhi Pref Shares minus the credit balances in certain specified BFC2
and MTN Zakhele Futhi accounts;

“Trading Day” any day: (i) that is an ordinary trading day on the exchange operated by the JSE (and does not include
a day on which trading on the exchange operated by the JSE is scheduled to close prior to its regular
weekday closing time); and (ii) on which MTN Shares traded freely;

“Transaction Conditions Precedent” all the conditions precedent required to be fulfilled (deemed fulfilled) or waived, as the case may be,
within the time permitted therefor and in the manner provided for in terms of the Implementation
Agreement, in order to give effect to the 2016 MTN BEE Transaction;

"Transaction Documents" collectively, the Finance Documents and the Material Agreements;

“Transaction Share Price” means R128.50 per MTN Share;

“Transfer Secretary” means the transfer secretary of MTN Zakhele Futhi as may be appointed from time to time;

“Uncertificated Register” the uncertificated register of Dematerialised Shareholders of MTN Zakhele Futhi maintained in terms
of the Companies Act and administered by a shareholder’s CSDP in electronic form, which forms part
of the Register;

“Valid BEE Ownership Certificate” a BEE ownership certificate based on a Black Group’s current shareholding, valid until at least 12 March
2017 and issued by a Valid BEE Verification Agency reflecting the matters set out in paragraph 6.2.2.4 of
Section 2 of this Prospectus;

“Valid BEE Verification Agency” a BEE verification agency that has applied for and been granted accreditation from the South African
National Accreditation System;

“Verified MTN Zakhele Futhi is as defined in the Relationship Agreement;

Shareholder”

“Volatility Protection Share Cover Ratio” is as set out and more fully described in the MTN Zakhele Futhi Pref Share Terms, but essentially
comprising, at the time of calculation, the One Day VWAP (as defined in the MTN Zakhele Futhi Pref
Share Terms) value of the MTN Shares held by MTN Zakhele Futhi, divided by the redemption amount
of all unredeemed MTN Zakhele Futhi Pref Shares, minus the credit balances in certain specified BFC2
and MTN Zakhele Futhi accounts;

“VWAP” volume weighted average price, in each case as calculated under the relevant Transaction Document
in connection with which it is referred to;

“Wind-up Co” Windup Co Proprietary Limited (Registration number 2016/297615/07), a private company incorporated
in accordance with the laws of South Africa, a wholly-owned subsidiary of MTN Holdings; and

“Winding-up Transfer Agreement” the agreement entitled “MTN Zakhele Winding-up Transfer Agreement” concluded between MTN
Zakhele and Wind-up Co on or about 21 August 2016 in terms of which, inter alia, MTN Zakhele will
transfer certain assets and liabilities to Wind-up Co should the MTN Zakhele Re-investment component
of the MTN Zakhele Unwinding Scheme be implemented.

39
SECTION 1: INFORMATION ABOUT MTN ZAKHELE FUTHI [reg 56]

This Section provides an overview of the main business of MTN Zakhele Futhi, its future prospects and its performance.

1. NAME, ADDRESS AND INCORPORATION [reg 57]

1.1 MTN Zakhele Futhi (RF) Limited, formerly BIC B Limited (Registration number 2016/268837/06), was registered and incorporated as
a public company with the CIPC on 21 June 2016.

1.2 The Company was incorporated for the specific purpose of the 2016 MTN BEE Transaction and is not a subsidiary of any other
company.

1.3 The address of the Company’s registered office (which is also the Company’s primary place of carrying on business in South Africa)
is set out in “Corporate Information and Advisors” Section of this Prospectus. In view of transfer restrictions on the MTN Zakhele
Futhi Shares during the Minimum Investment Period, MTN Zakhele Futhi has not yet appointed a Transfer Secretary.

2. MTN ZAKHELE FUTHI DIRECTORS, OTHER OFFICE HOLDERS, OR MATERIAL THIRD PARTIES [reg 58]

2.1 Approach to corporate governance [Reg 54(1)b]

2.1.1 The MTN Zakhele Futhi Board recognises that, as the core of MTN Zakhele Futhi’s corporate governance system, it is
ultimately accountable and responsible for the performance and affairs of MTN Zakhele Futhi.

2.1.2 The MTN Zakhele Futhi Board embraces the principles of good corporate governance as espoused in the guidelines of
the Code of Good Governance Principles for South Africa – 2009 as laid out in the King Code (“King III”).

2.1.3 It is committed to business integrity, transparency and professionalism in all its activities to ensure that it acts ethically and
responsibly to enhance the value of its business for the benefit of all stakeholders.

2.2 MTN Zakhele Futhi Directors

2.2.1 MTN Zakhele Futhi has a unitary board structure as at the Last Practicable Date comprising only of 3 non-executive MTN
Zakhele Futhi Directors. Following the opening of the MTN Zakhele Futhi Offer, the MTN Zakhele Futhi Board may be
reconstituted in accordance with the MTN Zakhele Futhi MOI, which will include the appointment of up to 5 independent
non-executive directors.
2.2.2 The number of MTN Zakhele Futhi Directors shall not be less than 3 and not more than the greater of (i) 5 and
(ii) the least number of persons which are required under the Companies Act to constitute the MTN Zakhele Futhi Board
having regard to the composition from time to time and the mandatory requirements of the Companies Act.
2.2.3 MTN Zakhele Futhi has appointed the following initial MTN Zakhele Futhi Directors:

Name and nationality Occupation Business address

Sibongile Beatrice Mtshali Group Secretary – MTN Group 216 – 14th Avenue, Fairland, Roodepoort, 2195
Shauket Allie Fakie Director – MTN South Africa 216 – 14th Avenue, Fairland, Roodepoort, 2195
Innocent Simphiwe Cele General manager – MTN Group 216 – 14th Avenue, Fairland, Roodepoort, 2195

2.2.4 The names and business addresses of the Company’s Legal Advisor, the Independent Registered Auditor and the
Company Secretary are set out in “Corporate Information and Advisors” Section of this Prospectus. The Company
Secretary is Maitland Group South Africa Limited (“Maitland”). Maitland provides professional management and
administration services to various companies, trusts and investment structures. Maitland’s company secretarial services
department administers approximately 200 local companies and 100 local trusts as well as 30 offshore companies in
various jurisdictions. The team leader of the company secretarial staff has a CIS Professional Advanced Qualification in
Governance and Administration qualification through the Institute of Chartered Secretaries South Africa. The company
secretarial team consists of four senior company secretary administrators who were admitted attorneys before joining
the team, each having a LLB degree.

40
2.3 Appointment of MTN Zakhele Futhi Directors
2.3.1 No MTN Zakhele Futhi Director is appointed on a fixed-term contract.
2.3.2 One-third of the MTN Zakhele Futhi Directors (other than the MTN Appointed Directors, as defined below) or if their
number is not a multiple of three then the number nearest to, but not less than one-third and any MTN Zakhele Futhi
Director who has had a tenure of two years since his or her last election are required to retire by rotation at each annual
general meeting, but may stand for re-election at such meeting.
2.3.3 During the Empowerment Period:
2.3.3.1 MTN shall be entitled to nominate, appoint, remove and replace two MTN Zakhele Futhi Directors to the MTN
Zakhele Futhi Board (and their respective alternates) (“the MTN Appointed Directors”) on written notice to
the Company; provided that at least one of such MTN Appointed Directors is a Black Person;
2.3.3.2 the chairman of the MTN Zakhele Futhi Board shall be one of the MTN Appointed Directors as they may
determine between them or, failing agreement, as MTN may specify;
2.3.3.3 save in respect of the MTN Appointed Directors, no person shall be appointed as an MTN Zakhele Futhi
Director (and any such appointee shall immediately cease to hold office) if:
a) as a result of such appointment the majority of the MTN Zakhele Futhi Directors will not be Black People;
or
b) immediately prior to such appointment the minority of the MTN Zakhele Futhi Directors were Black
People, unless such proposed director is himself a Black Person;
2.3.3.4 no resolution proposing the appointment of an MTN Zakhele Futhi Director may be put to a general or
annual general meeting and/or no nomination for an MTN Zakhele Futhi Director may be proposed at any
general or annual general meeting (other than, in each case, a resolution or proposal for the re-election
and/or confirmation of an existing director, including a director retiring by rotation):
a) if the election of such person as a director would be in conflict with the principles in the preceding
paragraph requiring the majority of the MTN Zakhele Futhi Board to be Black Persons;
b) unless the intended resolution or proposal is notified to MTN Zakhele Futhi not less than 14 Business Days
prior to the meeting, and – if applicable – contains such information concerning the identity, background
and qualifications of the proposed director as the MTN Zakhele Futhi Directors or MTN Zakhele Futhi in
general meeting may reasonably specify from time to time;
c) unless the intended resolution or proposal is in respect of a person who:
• has been approved by either MTN or by the then-current MTN Zakhele Futhi Directors;
• will, if such proposed director is appointed, meet the criteria to be an independent non-executive
director of MTN Zakhele Futhi as contemplated in King III; and
• meets the criteria to be classified as an independent non-executive director of MTN (as contemplated
in King III) if he were to hold a directorship in such company and, further, is not: (i) an existing employee
of the MTN Group; (ii) a director of any company in the MTN Group; or (iii) a beneficial owner of more
than 2% of MTN Shares.
2.3.4 Save in respect of the MTN Appointed Directors, MTN Zakhele Futhi Shareholders may by ordinary resolution remove any
MTN Zakhele Futhi Director before the expiration of his/her period of office and may by ordinary resolution elect another
person in his/her stead, subject to the above provisions.

2.4 MTN Zakhele Futhi Directors’ remuneration

2.4.1 MTN Zakhele Futhi Directors’ remuneration will be determined by the MTN Zakhele Futhi shareholders in general
meetings, but subject always to the limits on administration costs applicable to MTN Zakhele Futhi under the MTN
Zakhele Futhi MOI and the Transaction Documents. The remuneration applicable to the MTN Zakhele Futhi Directors
until the first annual general meeting has been set at the same levels as those which currently apply to the MTN Zakhele
directors, namely:

Annual Retainer Fee (Rands)

Attendance fee (Rands)
Quarterly fee Total annually per meeting

Chairperson 25 728 102 913 40 522

Director 11 249 44 995 22 497

and the remuneration of members of the audit committee (once appointed), and that of the MTN Zakhele Futhi Directors

41
 in respect of special assignments/projects per day/ad hoc work, set at the same levels as those which currently apply to
the directors of MTN Zakhele, as set out in special resolution number 1 contained in the MTN Zakhele notice of (sixth)
annual general meeting for the year ended 31 December 2015.
2.4.2 The MTN Zakhele Futhi Directors will be paid all their travelling and other expenses necessarily incurred by them in
conducting MTN Zakhele Futhi’s business and attending meetings of the MTN Zakhele Futhi Board.

2.5 Borrowing powers of MTN Zakhele Futhi Directors

MTN Zakhele Futhi is restricted under the MTN Zakhele Futhi MOI and/or the Transaction Documents from incurring actual or
contingent liabilities or indebtedness, save for any liability or indebtedness permitted in terms of the MTN Zakhele Futhi MOI and
the Transaction Documents, or otherwise permitted under the Transaction Documents.
2.6 Management of MTN Zakhele Futhi
Certain day-to-day administration services will be performed by MTN or a third party that is procured to perform these services for
MTN Zakhele Futhi, the details of which are as follows:

Summary of the basis on which the

Name and business address Description of the business third party will be compensated by
of the third party so managed MTN Zakhele Futhi

Nedbank, acting through its Share Share scheme administration services The terms are still to be agreed on, but are
Scheme Administration division, including contact centre, reporting, query presently expected to be a once-off
135 Rivonia Road Sandton, 2196 handling, bank account and scrip account scheme set up fee in 2016, an ongoing
management, participant/scheme share fixed monthly administration fee, ad  hoc/
register, deceased estates/participant special event fees and approximately 15%
changes, financial accounting, annual of the interest earned on cash managed
general meetings, roadshows and other bank accounts.
events, management including corporate
events, dividends.
Maitland Group South Africa Limited, Customary company secretarial functions. R8 000 per annum.
18 Fricker Road, Illovo, 2196

In view of transfer restrictions on the MTN Zakhele Futhi Shares during the Minimum Investment Period, MTN Zakhele Futhi has not
yet appointed Transfer Secretaries.

3. HISTORY, STATE OF AFFAIRS AND PROSPECTS OF MTN ZAKHELE FUTHI [reg 59]

3.1 History and general business description

3.1.1 MTN Zakhele Futhi was incorporated as a public company on 21 June 2016 as the special purpose vehicle to effect the
2016 MTN BEE Transaction, principally through:
3.1.1.1 the MTN Zakhele Futhi Public Offer to the Black Public;
3.1.1.2 if applicable, the MTN Zakhele Re-investment arising from the MTN Zakhele Re-investment Offer;
3.1.1.3 subscribing for and acquiring MTN Shares; and
3.1.1.4 raising the funding required to acquire such MTN Shares,
such that, after the implementation of the 2016 MTN BEE Transaction, MTN Zakhele Futhi will hold up to approximately
4.0% of the issued share capital of MTN (on a Fully Diluted Basis), depending on the demand for MTN Zakhele Futhi Shares
from the Black Public and the level of the MTN Zakhele Re-investment.
3.1.2 MTN Zakhele Futhi is therefore a newly incorporated company with no historical performance and no subsidiaries.
Consequently, MTN Zakhele Futhi has not yet produced annual financial statements and as a result historical financial
information for the Company is not available.
3.1.3 The MTN Zakhele Futhi Directors have appointed SizweNtsalubaGobodo Inc. as the auditors to MTN Zakhele Futhi,
who confirm the statement in paragraph 3.1.2 above of this Section 1 in the Independent Registered Auditor’s report
contained in Annexure 2 to this Prospectus.
3.1.4 As the proceeds from the MTN Zakhele Futhi Public Offer, the MTN Loan Claim received pursuant to the MTN Zakhele
Re-investment, the proceeds from the MTN Underwrite Option (if applicable), the proceeds from the MTN Subordinated
Loan (Equity Top-up) (if applicable) as well as the proceeds from the issue of the MTN Zakhele Futhi Pref Shares will be
used principally to acquire MTN Shares, the historical financial information of MTN has been provided in Annexure 3 to
this Prospectus.

42
 3.1.5 Subject to the restrictive conditions set out in clause 7 of the MTN Zakhele Futhi MOI, MTN Zakhele Futhi’s sole business
and objective is to:
3.1.5.1 enter into the Transaction Documents, the “BEE Transaction Documents” and (subject to the provisions of
the Transaction Documents) the “Refinancing Agreements” (as such terms are defined in the Relationship
Agreement) to which it is a party;
3.1.5.2 exercise its rights and perform its obligations under the Transaction Documents, the BEE Transaction
Documents and (subject to the provisions of the Transaction Documents) the Refinancing Agreements to
which it is a party;
3.1.5.3 carry on the business of holding and managing and generally dealing in MTN Shares, cash and such other
property as may be received or acquired solely by virtue of or in relation to the MTN Shares, in each case in
accordance with and subject to the Transaction Documents and BEE Transaction Documents to which it is a
party;
3.1.5.4 receive, retain, apply, distribute and otherwise deal with any dividends and other distributions it receives in
respect of its MTN Shares in each case in terms of the Transaction Documents and BEE Transaction Documents
to which it is a party; and
3.1.5.5 perform such other main business as may, subject to the Finance Documents to which MTN Zakhele Futhi is
a party, be approved in writing by MTN in its sole and absolute discretion from time to time.
3.1.6 MTN Zakhele Futhi’s capacity and authority (and that of the MTN Zakhele Futhi Board) is accordingly limited to these
purposes. These limitations are set out in the MTN Zakhele Futhi MOI, an extract of such key limitations which is included
in Annexure 1 to this Prospectus, as well as the provisions of the Relationship Agreement, a copy of which is included in
Annexure 7 to this Prospectus.

3.2 Material changes

3.2.1 Since the incorporation of MTN Zakhele Futhi, it has:
• concluded Transaction Documents to which it is a party and adopted the MTN Zakhele Futhi MOI; and
• taken various preparatory steps to make the MTN Zakhele Futhi Public Offer and to enable the MTN Zakhele
Re-investment Offer.
3.2.2 No other material changes in the assets or liabilities of MTN Zakhele Futhi or the state of affairs of MTN Zakhele Futhi have
taken place between the date of incorporation of the Company and the date of this Prospectus.

3.3 Prospects
3.3.1 MTN Zakhele Futhi’s performance will be dependent upon many market factors, including inter alia: (i) the performance
of the underlying MTN Shares held by MTN Zakhele Futhi (including as to movements in the share price and the timing,
size and frequency, if any, of dividends derived thereon), (ii) movements in the financing rates applicable to the Notional
Vendor Finance and the MTN Zakhele Futhi Pref Shares, (iii) any subordinated loans advanced to MTN Zakhele Futhi, if
applicable, and (iv) any acceleration of the funding prior to its scheduled maturity date.
3.3.2 Applicants are referred to MTN’s current trading performance and prospects set out in paragraph 2.5 of Section 4 of the
Prospectus, as well as the latest MTN annual report and interim trading results.
3.3.3 The prospects for MTN Zakhele Futhi are also dependent on the factors set out in paragraph 3.4 of this Section 1 of the
Prospectus.
3.3.4 Having considered these factors, the MTN Zakhele Futhi Directors are of the opinion that the prospects of MTN Zakhele
Futhi are satisfactory.

3.4 Key factors affecting the value of MTN Zakhele Futhi Shares
3.4.1 Following the implementation of the 2016 MTN BEE Transaction, MTN Zakhele Futhi’s only material investment and asset
will consist of MTN Shares.
3.4.2 Consequently, the value of an MTN Zakhele Futhi Share will depend primarily on the following key factors:
• the market price of the MTN Shares owned by MTN Zakhele Futhi;
• the dividends received on the MTN Shares held by MTN Zakhele Futhi;
• the financing costs and related liabilities of MTN Zakhele Futhi Pref Shares and Notional Vendor Finance and,
if applicable, any subordinated loans advanced directly or indirectly by MTN to MTN Zakhele Futhi;

43
 • the ability to repay or refinance the initial MTN Zakhele Futhi Pref Shares at the end of their 5 year maturity, and the
funding rate at which such refinancing occurs (or, failing such refinancing, the value of MTN Shares realised in order
to raise the necessary funds to redeem all of the MTN Zakhele Futhi Pref Shares and pay all accrued dividends on
account of the MTN Zakhele Futhi Pref Shares, in full, in accordance with the provisions of the MTN Zakhele Futhi Pref
Share Terms);
• the total expenses and taxes incurred by MTN Zakhele Futhi in the day-to-day running and operation of MTN Zakhele
Futhi; and
• the deferred tax liability or asset recognised within the entity related to the re-measurement of “available-for-sale”
assets (i.e. MTN Shares).
3.4.3 Price of MTN Shares
The market price of the MTN Shares is the most important factor affecting the value of an MTN Zakhele Futhi Share.
As stated in paragraph 3.5 of this Section 1 of the Prospectus and based on the assumptions set out therein, and for
illustrative purposes only, the underlying value of an MTN Zakhele Futhi Share is estimated to increase/decrease by R0.62
for every R1 increase/decrease in the MTN Share price.
3.4.4 Anticipated dividends on the MTN Shares
3.4.4.1 As discussed more fully in paragraph 1.5 of Section 4 of this Prospectus, MTN Zakhele Futhi will principally
utilise all dividends received on its MTN Shares to settle its permitted expenses, the preference dividend
on the MTN Zakhele Futhi Pref Shares, the capital on the MTN Zakhele Futhi Pref Shares, the interest on
the Notional Vendor Finance and the capital on the Notional Vendor Finance and, if applicable, the amount
owning on any subordinated loans advanced directly or indirectly by MTN to it, in each case as permitted and
required under the Transaction Documents. In certain circumstances as set out in paragraph 1.5 of Section 4,
and subject to the terms of the Transaction Documents, MTN Zakhele Futhi may also pay a dividend to the
holders of MTN Zakhele Futhi Shares.
3.4.4.2 Consequently, the total dividends received by MTN Zakhele Futhi on its investment in MTN Shares will
materially affect the amount outstanding on the MTN Zakhele Futhi Pref Shares, the Notional Vendor Finance
and any subordinated loans advanced directly or indirectly by MTN to it, and its ability to timeously service its
obligations thereunder, and will affect the extent, if any, of the dividends you may receive in respect of your
MTN Zakhele Futhi Shares.
3.4.5 Financing costs of MTN Zakhele Futhi Pref Shares and Notional Vendor Finance
3.4.5.1 The financing costs incurred by MTN Zakhele Futhi on the MTN Zakhele Futhi Pref Shares and the escalation
rate of the Notional Vendor Finance will reduce the value of an MTN Zakhele Futhi Share.
3.4.5.2 These costs are linked to a variable funding rate, which may increase or decrease over time. The lower the
amount that is required for the payment of the preference dividend on the MTN Zakhele Futhi Pref Shares and
the lower the escalation rate of the Notional Vendor Finance, the lower the outstanding amounts will be at
the end of their respective terms. Conversely, the higher the financing costs, the greater is the amount that is
required for the payment of the preference dividend on the MTN Zakhele Futhi Pref Shares and discharge of
the Notional Vendor Finance, and the higher the outstanding amounts will be at the end of their respective
terms.
3.4.5.3 The financing costs of any subordinated loans advanced directly or indirectly to MTN Zakhele Futhi will be
determined at the time of advance by agreement between MTN (or relevant lender) and MTN Zakhele Futhi.
It is expected that certain of these costs will similarly be linked to a variable lending rate with the same
implications as outlined above.
3.4.6 Expenses incurred by MTN Zakhele Futhi
The day-to-day expenses of MTN Zakhele Futhi reduce the value of an MTN Zakhele Futhi Share. If MTN Zakhele Futhi is
able to keep the expenses incurred in running the company to a minimum, this would enhance the value to MTN Zakhele
Futhi Shareholders.
3.4.7 Repaying or refinancing the MTN Zakhele Futhi Pref Shares
There is a difference in the maturity profile under the MTN Zakhele Futhi Pref Share funding (5 year term) and the 2016
MTN BEE Transaction (8 year term). MTN Zakhele Futhi will therefore be required to redeem all of the MTN Zakhele Futhi
Pref Shares and pay all accrued dividends in respect of the MTN Zakhele Futhi Pref Shares on their maturity.
The difference in maturity profiles has various risks to the structure, including, inter alia:
• the risk that MTN Zakhele Futhi may not be able to refinance the MTN Zakhele Pref Share funding after 5 years due
to there being insufficient preference share capacity in the market at the time the refinancing is required or lack of
funding appetite by funders to provide preference share funding or other forms of funding;

44
 • the risk that MTN Zakhele Futhi refinances the MTN Zakhele Futhi Pref Share funding on terms or financial effects
which are less favourable than the current terms;
• the risk that the tax legislation changes making it less favourable for funders to provide preference share financing.
As markets change, the effectiveness of the MTN Zakhele Futhi Pref Share funding will be re-evaluated before its maturity
date and the refinancing thereof will be considered as well as other methods of financing. MTN Zakhele Futhi’s ability to
successfully redeem or refinance the MTN Zakhele Futhi Pref Share funding in full is dependent on the performance of the
MTN Shares and the conditions of the debt capital, preference share funding and loan markets and its financial condition
at the relevant time. Even if the debt capital, preference share funding and loan markets stay the same or improve, there is
a risk that MTN Zakhele Futhi’s access to financing sources is not available on favourable terms or at all. There is a risk that
MTN Zakhele Futhi’s inability to refinance its funding obligations under the MTN Zakhele Futhi Pref Shares on favourable
terms, or at all, results in a material adverse effect on MTN Zakhele Futhi’s financial condition and on the performance
of the MTN Zakhele Futhi Shares. Further, the ability of MTN Zakhele Futhi to refinance the MTN Zakhele Pref Shares is
subject, essentially, at the relevant time, to the consent of MTN and the Preference Share Agent being obtained, provided
that such consent may not be unreasonably withheld or delayed by the Preference Share Agent if the rights of the funders
under the Refinancing Agreements (as defined in the MTN Zakhele Futhi Pref Share Terms) are not, at all times up to the
date on which the MTN Zakhele Futhi Pref Shares are redeemed in full, subordinated to the rights of BFC2 and the BFC2
Pref Shareholders in all respects.
Should MTN Zakhele for any reason be unable to refinance MTN Zakhele Futhi Pref Share funding in full, it will likely not
be able to fully discharge this liability on its scheduled maturity date from the funds available to it. In such circumstances,
it will be required (either through a process agreed with the third party funders and MTN) or, following a default, by
way of a forced sale, to sell MTN Shares in order to raise the money required to settle these liabilities in full. (Please see
paragraph 1.3.3 of Section 4 in respect of the potential, in such circumstances, for MTN to replace such shares through
additional NVF.)
3.4.8 Refinancing obligations – Relationship Agreement
The Relationship Agreement reflects that the overriding objective for MTN in facilitating the 2016 MTN BEE Transaction is
for MTN Zakhele Futhi, as a Black Company, to obtain a material shareholding in MTN on the commencement of the 2016
MTN BEE Transaction and for it to maintain such shareholding for the duration of the Empowerment Period. It further
acknowledges that commercially it is MTN’s and MTN Zakhele Futhi’s common intention, in the future, for the maturity
of the MTN Zakhele Futhi Pref Shares to either be extended or for such liabilities to be otherwise amended or refinanced
such that the scheduled maturity of the third party funding extends throughout the Empowerment Period.
MTN Zakhele Futhi is thus committed, pursuant to clause 22 of the Relationship Agreement that, following a period of
three years and one day after the issue of the MTN Zakhele Futhi Pref Shares and as and when market circumstances
thereafter permit (and as permitted and under and in terms of the Finance Documents), to using all reasonable endeavours
to ensure that, through a Refinancing of the existing MTN Zakhele Futhi Pref Shares, that it has committed third party
funding in place for the full duration of the Empowerment Period on the basis that it:
• does not result in MTN Zakhele Futhi Disposing of any MTN Shares held by it;
• is on terms, conditions and rates approved by MTN; and
• is effected strictly in accordance with, and subject to, the terms and conditions of the Finance Documents.

This Refinancing may, in principle, be implemented through, among others: (i) an extension of the scheduled maturity
of the MTN Zakhele Futhi Pref Shares and/or (ii) the issue of new or additional preference shares and/or (iii) loans or other
form of debt instrument or (iv) other forms of funding approved by MTN. This commitment by MTN Zakhele Futhi to MTN
does not derogate from its obligations to redeem the MTN Zakhele Futhi Pref Shares on their required redemption date,
and the rights of the holders of MTN Zakhele Futhi Pref Shares under the Finance Documents.
3.5 Underlying value of MTN Shares
The calculation of the underlying value of the MTN Zakhele Futhi Shares set out below has been prepared to assist BEE Participants
to assess the initial value of an MTN Zakhele Futhi Share.
It is prepared on the basis and assumption that MTN Zakhele Futhi is able to sell all of the MTN Shares at R125.31, being the trading
price on the JSE as at the Last Practicable Date, and to repay the MTN Zakhele Futhi Pref Share funding and discharge the Notional
Vendor Finance at the same time without penalties and at the same effective price per MTN Share.
The material assumptions used in the calculation of the underlying value of MTN Zakhele Futhi Shares are set out in the notes
following the table below. The calculation of the underlying value of MTN Zakhele Futhi Shares does not constitute a representation
of the current or future financial position of MTN Zakhele Futhi nor the market value of MTN Zakhele Futhi Shares as at the Last
Practicable Date or at any other time. Consequently the underlying value of MTN Zakhele Futhi Shares is provided for illustrative
purposes only.

45
 The underlying value of an MTN Zakhele Futhi Share is indicatively calculated as follows:

Value
(R’million)

Transaction size 4.0%

Estimated value of MTN Shares acquired R9 628.21
Less: MTN Zakhele Futhi Pref Shares R(2 418.5)2
Notional Vendor Finance R(3 051.2)3
Transaction costs R(24.1)

Underlying value of MTN Zakhele Futhi R4 134.45

Number of MTN Zakhele Futhi Shares (millions) 123 416 8194

Estimated underlying value per MTN Zakhele Futhi Share (R) R33.50
Notes and key assumptions:
1. Based on 76 835 378 MTN Shares subscribed for by MTN Zakhele Futhi multiplied by the MTN Share price as at the Last Practicable Date of R125.31 per MTN Share.
2. The subscription price of the MTN Zakhele Futhi Pref Shares is subtracted from the value of MTN Zakhele Futhi as they need to be repaid prior to any payment being
made to MTN Zakhele Futhi Shareholders. No dividends or other amounts payable in relation to the MTN Zakhele Futhi Pref Shares have been taken into account.
3. The Notional Vendor Finance is subtracted from the value of MTN Zakhele Futhi as this needs to be discharged prior to any payment being made to MTN Zakhele
Futhi Shareholders. No NVF roll-up or escalation has been taken into account.
4. Based on the assumption that 123 416 819 MTN Zakhele Futhi Shares are subscribed for and/or issued in terms of the MTN Zakhele Futhi Offer and the maximum
equity required for a 4.0% 2016 MTN BEE Transaction (on a Fully Diluted Basis) is thus raised.
5. The calculation does not take into account any taxes or costs that may be incurred by MTN Zakhele Futhi on the disposal of its MTN Shares nor does it account for
any taxes or costs that may be incurred by the MTN Zakhele Futhi Shareholders upon the disposal of MTN Zakhele Futhi Shares or on monies received in respect
of such shares. Based on current corporate tax rates, the sale of the MTN Shares will result in a capital gains tax of approximately R1 070 .9 million, representing
approximately R8.68 per MTN Zakhele Futhi Share.
6. It has been assumed for the purposes of this calculation that no MTN Zakhele Futhi Pref Shares have been redeemed with any dividends received over the
Empowerment Period and that no expenses or liabilities were incurred by MTN Zakhele Futhi in the day-to-day running of MTN Zakhele Futhi or otherwise. It also
assumes, for illustrative purpose, that the MTN Zakhele Futhi Pref Shares remain in place for the entire term, and that their maturity is thus extended accordingly
without any change in terms.
7. The calculation does not take into account any discount for no or limited liquidity and/or minority interests.
8. The calculation is not based on an option pricing methodology.

Each MTN Zakhele Futhi Share has an underlying value of approximately R33.50 on the Last Practicable Date on the basis of the assumptions and
methodology set out above.

Offer Price Underlying value Discount

R20.00 R33.50 40.30%

3.6 Subsidiary companies, principal immovable property and capital commitments

At the Last Practicable Date, other than as stated in this Prospectus, MTN Zakhele Futhi had no:
• subsidiary companies; or
• immovable property (owned or leased); or
• material capital commitments, lease payments or contingent liabilities.

46
4. SHARE CAPITAL OF MTN ZAKHELE FUTHI [reg 60]

4.1 Authorised and issued share capital

The table below sets out the authorised and issued share capital of MTN Zakhele Futhi as at the Last Practicable Date:

Rand

Authorised share capital

300 000 000 ordinary shares of no par value N/A
3 200 000 cumulative redeemable non-participating preference shares of no par value N/A

Total authorised share capital N/A

Rand

Issued share capital

8 ordinary shares of no par value 8
Nil cumulative redeemable non-participating preference shares of no par value Nil

Total issued share capital 8

4.2 Rights attaching to shares

4.2.1 Each MTN Zakhele Futhi Share entitles an MTN Zakhele Futhi Shareholder to one vote at a general meeting of MTN
Zakhele Futhi Shareholders. The rights to dividends and such other rights attaching to each issued MTN Zakhele Futhi
Share are set out in Annexure 1 to this Prospectus. The Finance Documents and the Tranche 1 Subscription and Call
Option Agreement also regulate the payment of dividends on the MTN Zakhele Futhi Shares and, in this regard, see
paragraph 1.5 of Section 4 of this Prospectus for further details.
4.2.2 The MTN Zakhele Futhi Pref Shares entitle the holders thereof to vote at general meetings of MTN Zakhele Futhi only to
the extent, and in the limited circumstances, set out in the MTN Zakhele Futhi MOI as summarised in Annexure 5 to this
Prospectus. The rights to dividends and such other rights attaching to each issued MTN Zakhele Futhi Pref Share are set
out and/or summarised, as applicable, in Annexure 5 to this Prospectus.
4.2.3 The MTN Zakhele Futhi Directors will exercise the Company’s vote at general meetings of MTN on behalf of MTN Zakhele
Futhi, but may in their discretion in turn seek the approval of MTN Zakhele Futhi shareholders when exercising this vote.
4.2.4 The Relationship Agreement also addresses certain limited instances affecting the exercise of voting rights by MTN
Zakhele Futhi Shareholders. Please see paragraphs 12.3.4 (dealing with invalid holders of MTN Zakhele Futhi Shares) and
15 (dealing with unauthorised holdings in excess of the Maximum Shareholding Limit) of Section 2 for further details in
respect thereof.
4.3 Alterations to share capital
The only alterations to the share capital of the Company prior to the date of issue of this Prospectus have been:
• after incorporation, MTN Zakhele Futhi allotted and issued two MTN Zakhele Futhi Shares each to three persons, each of whom
is an attorney at Webber Wentzel, and one MTN Zakhele Futhi Share each to two persons, each of whom is an employee of the
MTN Group; and
• the aforementioned eight initial MTN Zakhele Futhi Shares will, to the extent not already held by an Eligible MTN Futhi
Shareholder, be transferred to an Eligible MTN Zakhele Futhi Shareholder on or following the Closing Date.

4.4 Public offers in the last three years

There have been no offers for subscription or sale of any MTN Zakhele Futhi Shares to the public prior to the date of issue of this
Prospectus.

5. OPTIONS OR PREFERENTIAL RIGHTS IN RESPECT OF SHARES [reg 61]

Save as provided for in the MTN Zakhele Futhi Pref Subscription Agreement and the MTN Zakhele Futhi Ords Subscription Agreement, no
options or preferential rights to subscribe for any share in MTN Zakhele Futhi, have been granted prior to the date of issue of this Prospectus.

47
6. COMMISSIONS PAID OR PAYABLE IN RESPECT OF UNDERWRITING [reg 62]
No commissions have been paid or are payable in the last two years by MTN Zakhele Futhi, and no commissions are payable in respect of
the MTN Zakhele Futhi Offer, to any person for subscribing or agreeing to subscribe, or procuring or agreeing to procure, subscription for
and/or underwriting of any securities of the Company.

7. MATERIAL CONTRACTS [reg 63]

7.1 Directors and managerial remuneration, royalties, and secretarial and technical fees payable
The remuneration payable to MTN Zakhele Futhi Directors is detailed in paragraph 2.4 of this Section 1 of the Prospectus. The Company
has not entered into any agreements relating to the payment of any royalties and, save as regards to the appointment of the
Company Secretary, has not entered into any agreements, written or oral, relating to secretarial and/or technical fees. The Company
has appointed Nedbank (acting through its Share Scheme Administration division) to provide certain financial administration and
related services to the Company, on the terms referred to and set out in the Account Bank and Agency Agreement.

7.2 Material contracts

The only material contracts that have been entered into by MTN Zakhele Futhi are the Transaction Documents to which it is a party.
These contracts are available for inspection at the Registered Office of MTN Zakhele Futhi as described in paragraph 3 of Section 4
of this Prospectus.

8. INTEREST OF DIRECTORS AND PROMOTERS [reg 64]

No consideration has been paid, or agreed to be paid, within the previous three years before the date of issue of this prospectus to any of
the MTN Zakhele Futhi Directors or to any associate of any of the MTN Zakhele Futhi Directors to induce such director or associated party
to become a director of MTN Zakhele Futhi, or to qualify as an MTN Zakhele Futhi Director, or for services rendered by him or her or by a
company, partnership, syndicate or other association in connection with the promotion or formation of MTN Zakhele Futhi.
The MTN Zakhele Futhi Directors have no direct or indirect material interest in
(i) the promotion of the Company;
(ii) any property proposed to be acquired by the Company out of the proceeds of MTN Zakhele Futhi Offer; or
(iii) any property acquired or proposed to be acquired by MTN Zakhele Futhi during 3 years immediately before the date of the
Prospectus, but may freely participate in the MTN Zakhele Futhi Offer.
The MTN Zakhele Futhi Directors are, if they qualify as BEE Participants, not precluded from participating in the MTN Zakhele Futhi Public
Offer and/or the MTN Zakhele Re-investment Offer. Should they so participate, they will not have any special rights or enjoy any special
privileges, or be awarded any special allocations.
At the Last Practicable Date, none of the MTN Zakhele Futhi Directors held any MTN Zakhele Futhi Shares.

9. LOANS [reg 65]

As at the Last Practicable Date and at the issue date of this Prospectus, MTN Zakhele Futhi had no material loans outstanding.

10. SHARES ISSUED OR TO BE ISSUED OTHER THAN FOR CASH [reg 66]
Save for the MTN Zakhele Futhi Shares proposed to be issued to MTN Zakhele in consideration for the MTN Loan Claim under the Loan
Transfer and Cession Agreement as part of the MTN Zakhele Re-investment, no securities have been issued, or have been agreed to be
issued within the three years immediately before the date of issue of this Prospectus and Last Practicable Date, by MTN Zakhele Futhi since
its incorporation on 21 June 2016, to any person other than for cash.

11. PROPERTY ACQUIRED OR TO BE ACQUIRED [reg 67]

MTN Zakhele Futhi has not in the three years preceding the issue date of this Prospectus, and do not propose to, acquire any material
immovable property, any other material fixed asset or option to acquire such properties, and has not entered into any agreement to
acquire any immovable property or material fixed assets.

12. AMOUNTS PAID OR PAYABLE TO PROMOTERS [reg 68]

As at the Last Practicable Date, no amount has been paid or is proposed to be paid and no benefit has been or will be given by
MTN Zakhele Futhi since its incorporation on 21 June 2016, to any promoter, or to any partnership, syndicate or other association of which
the promoter is or was a member, in relation to the issue of the issue of MTN Zakhele Futhi Shares.

48
13. PRELIMINARY EXPENSES AND ISSUE EXPENSES [reg 69]
The expenses of the MTN Zakhele Futhi Public Offer, including costs of the professional advisors, all of which are exclusive of any applicable
VAT and disbursements, are estimated to be R24 147 750, comprised as follows:

Estimated fees
Description (R’000)

Lenders’ counsel legal fees R2 700.00

Independent counsel legal fees R655.00
Legal fees – joint counsel R8 500.00
Independent Registered Auditors' costs R200.00
MTN Zakhele Futhi Preference Share Participation Fee R12 092.75

Total R24 147.75

49
SECTION 2: INFORMATION ABOUT THE MTN ZAKHELE FUTHI OFFER

1. PURPOSE OF THE MTN ZAKHELE FUTHI OFFER [reg 70]

On 22 August 2016, MTN announced the 2016 MTN BEE Transaction which is targeted to equate to approximately 4.0% of MTN’s issued
share capital on a Fully Diluted Basis, but may be scaled down depending on the level of equity raised from the Black Public directly or
indirectly through the MTN Zakhele Re-investment Offer.
The purpose of the MTN Zakhele Futhi Offer is to provide the Black Public with an opportunity to participate and/or continue to participate
in the ownership of MTN. MTN Zakhele Futhi is the newly created special purpose company through which the 2016 MTN BEE Transaction
will be implemented.
Since its incorporation in South Africa in 1994, MTN has been at the forefront of empowerment and remains fully committed to the
principles of broad-based BEE. MTN also embraces the principles of BEE enshrined in the Codes and relevant industry transformation
charters (i.e. the ICT Charter).
A key pillar of BEE is black equity ownership. In 2010, MTN implemented the MTN Zakhele BEE Transaction in terms of which, inter alia,
(i) MTN Zakhele issued MTN Zakhele Shares to qualifying members of the Black Public; and (ii) MTN Zakhele acquired and/or subscribed
for MTN Shares, up to a maximum of 4% of the then-issued share capital of MTN (using a combination of equity funding, vendor facilitation
through a donation from MTN, notional vendor finance from MTN and third-party preference share funding). The MTN Zakhele BEE
Transaction is proposed to be unwound on 24 November 2016 by means of the MTN Zakhele Integrated Unwind when the MTN Zakhele
Pref Shares and the notional vendor finance mature.
MTN intends to maintain core BEE targets as set out in the ICT Charter in relation to its South African businesses by proposing and
implementing the 2016 MTN BEE Transaction at the same time as the MTN Zakhele Integrated Unwind and the steps interlinking the
transactions. The MTN Zakhele Integrated Unwind is thus, for reasons set out below, inextricably linked to the proposed 2016 MTN BEE
Transaction.
MTN intends to implement the proposed 2016 MTN BEE Transaction, through MTN Zakhele Futhi, by means of the following core elements:
(i) the MTN Zakhele Futhi Public Offer; (ii) the MTN Zakhele Re-investment Offer, if the MTN Zakhele Unwinding Scheme proceeds;
(iii) MTN Zakhele Futhi raising third party finance through the MTN Zakhele Futhi Pref Shares; (iv) MTN providing MTN Zakhele Futhi with
funding and vendor facilitation through, among others, the Notional Vendor Finance and the transaction discount provided by it; and
(v) the subscription for MTN Shares by MTN Zakhele Futhi using the funding raised through these sources.
It was announced on SENS on 22 August 2016 and in the press on or about 23 August 2016 that, for the purposes of unwinding the MTN
Zakhele BEE Transaction and facilitating the implementation of the 2016 MTN BEE Transaction, the MTN Zakhele Board had resolved that,
subject to the terms and conditions of the MTN Zakhele Unwinding Scheme, MTN Zakhele would, by way of a scheme of arrangement,
acquire (and subsequently cancel) all of the MTN Zakhele Shares (other than 1 (one) MTN Zakhele Share held by MTN Holdings) for a
consideration, at the election of MTN Zakhele Shareholders, of one or more of the MTN Zakhele Unwinding Scheme Options. One such
option (i.e. Option 3) is the Re-investment Option under the MTN Zakhele Re-investment Offer.
The purpose of the MTN Zakhele Re-investment Offer as contemplated in this Prospectus is to facilitate the implementation of the MTN
Zakhele Unwinding Scheme and to enhance the 2016 MTN BEE Transaction by allowing for the Re-investment Option pursuant to which
MTN Zakhele Shareholders will be offered an election to receive all or a portion of their MTN Zakhele Scheme Consideration in MTN
Zakhele Futhi Shares, thus allowing them an opportunity effectively to re-invest all or a portion of their MTN Zakhele Shares into the
2016 MTN BEE Transaction.
If MTN Zakhele Shareholders do not approve the resolutions required to give effect to the MTN Zakhele Unwinding Scheme, or it otherwise
fails to become operative, neither the MTN Zakhele Integrated Unwind nor the MTN Zakhele Standalone Unwind will proceed and the
Re-investment Option will not be available to MTN Zakhele Shareholders. However, the MTN Zakhele Public Offer may nevertheless
proceed, in MTN’s discretion.
Please refer to paragraphs 1.1 and 1.2.2 of Section 4 of the Prospectus for a detailed discussion on the mechanics of the 2016 MTN BEE
Transaction and on how the 2016 MTN BEE Transaction may be scaled depending on the funding raised and other factors.

2. TIME AND DATE OF THE OPENING AND CLOSING OF THE MTN ZAKHELE FUTHI OFFER [reg 71]
The MTN Zakhele Futhi Public Offer will open on Monday, 12 September 2016 at 09:00 and close on Friday, 21 October 2016 at 16:00.
The MTN Zakhele Re-investment Offer as contemplated in this Prospectus will also open on Monday, 12 September 2016 at 09:00
(when the MTN Zakhele Scheme Circular and a copy of this Prospectus will be made available to MTN Zakhele Shareholders) and close on
Friday, 21 October 2016 at 16:00.

50
3. PARTICULARS OF THE MTN ZAKHELE FUTHI OFFER [reg 72]
3.1 General

Class of MTN Zakhele Futhi shares forming the subject matter Ordinary shares of no par value
of the MTN Zakhele Futhi Offer: (MTN Zakhele Futhi Shares)
Price per MTN Zakhele Futhi Share: R20.00
Number of MTN Zakhele Futhi Shares offered: 123 416 819

The MTN Zakhele Futhi Shares allotted and issued pursuant to the MTN Zakhele Futhi Public Offer and the MTN Zakhele
Re-investment Offer will rank pari passu (equally) to each other in all respects. The MTN Zakhele Futhi Shares will not be listed on
any stock exchange for the first three years and restrictions will apply to the Encumbrance, Disposal of and trading in these MTN
Zakhele Futhi Shares. (See paragraph 12 of this Section 2 of the Prospectus for additional information.)
Save for the initial issue of MTN Zakhele Futhi Shares as contemplated in paragraph 4.3 of Section 1 of the Prospectus, MTN Zakhele
Futhi has not issued any other securities since its incorporation on 21 June 2016, nor has it issued any securities for a premium.

3.2 MTN Zakhele Integrated Unwind and MTN Zakhele Re-investment Offer
The MTN Zakhele BEE Transaction was established as a six-year scheme, with the requirement for MTN Zakhele Shareholders to
be (and remain) qualifying black persons and groups and the funding both scheduled to end on 24 November 2016, being the
6th anniversary of the start of the scheme. Accordingly, on 24 November 2016 MTN Zakhele is obliged to settle its third party
preference share funding and the notional vendor finance from MTN in full, and the MTN Zakhele Shares will become tradable
without restrictions relating to the BEE composition of its holders. But for the 2016 MTN BEE Transaction, and assuming that it would
not be a preferred outcome for MTN Zakhele Shareholders to remain invested in a listed intermediate company holding only MTN
Shares, MTN Zakhele would be required to sell some of its MTN Shares for cash in order to settle the third party funding, to settle
its remaining notional vendor finance by selling the required number of MTN Shares back to MTN at their par value, and to then
sell for cash or otherwise distribute the remaining MTN Shares to MTN Zakhele Shareholders (after settling its remaining liabilities,
taxes, costs, expenses and the like) and then ultimately to wind-up and delist from the JSE. This process could be time-consuming,
administratively burdensome and potentially costly.
In contrast, the MTN Zakhele Integrated Unwind represents an efficient and effective means to achieve the natural unwinding of
MTN Zakhele in a way which is potentially beneficial to MTN Zakhele Shareholders, while at the same time enhancing the 2016
MTN BEE Transaction, inter alia, by enabling an effective and potentially economically attractive means for the existing MTN Zakhele
Shareholders to effectively re-invest a portion of their MTN Zakhele Shares into the 2016 MTN BEE Transaction, thus enhancing the
overall attractiveness of the 2016 MTN BEE Transaction and the likelihood that it will optimise the transaction size and successfully
achieve its investment goals.
If, however, the MTN Zakhele Unwinding Scheme does not proceed, and the 2016 MTN BEE Transaction continues (i.e. the MTN
Zakhele Futhi Public Offer proceeds), the MTN Zakhele Re-investment Offer will no longer be available and participation in the
MTN Zakhele Futhi Offer will be limited to participation through the MTN Zakhele Futhi Public Offer.
3.2.1 Particulars of the MTN Zakhele Re-investment Offer as contemplated in this Prospectus
In terms of section 114(1)(e) of the Companies Act, the MTN Zakhele Board has proposed (or will propose) the MTN
Zakhele Unwinding Scheme between MTN Zakhele and the MTN Zakhele Shareholders (other than MTN Holdings).
In terms of the MTN Zakhele Unwinding Scheme, MTN Zakhele will acquire (and subsequently cancel) all of the MTN
Zakhele Shares (other than 1 (one) MTN Zakhele Share held by MTN Holdings) and the MTN Zakhele Shareholders will
receive consideration, at the election of MTN Zakhele Shareholders, in the form of one or more of the MTN Zakhele
Unwinding Scheme Options.
The relevant rights and entitlements of MTN Zakhele Shareholders pursuant to the MTN Zakhele Unwinding Scheme
(and MTN Zakhele Integrated Unwind thereunder) are, or will be, set out in the MTN Zakhele Scheme Circular, to which
the Prospectus will be an annexure in relation to the MTN Zakhele Re-investment Offer.
In broad commercial terms, under the MTN Zakhele Integrated Unwind, MTN Zakhele Shareholders will, as consideration
for the repurchase (and cancellation) of their MTN Zakhele Shares effectively have a notional, attributable interest in a
net number of MTN Shares in MTN Zakhele, calculated after MTN Zakhele has settled or provided for all of its present or
prospective liabilities. Under the MTN Zakhele Re-investment Offer, in respect of those MTN Zakhele Shareholders that
elect the Re-investment Option, and who are allocated MTN Zakhele Futhi Shares under the MTN Zakhele Re-investment
Offer, they will be settled as follows:
• for every 1 MTN Share to which they are proportionately entitled in respect of their MTN Zakhele Shares for which
they have elected to receive (and been allocated) MTN Zakhele Futhi Shares (“Rollover MTN Shares”), MTN will
repurchase from MTN Zakhele under the MTN Zakhele Repurchase Agreement 1 MTN Share at the Repurchase Share
Price on loan account, thus giving rise to a portion of the MTN Loan Claim in an amount equal to the Repurchase
Share Price;

51
 • the aggregate of all such elections and repurchases will then sum to the MTN Loan Claim, representing, in a 1:1
relationship, the number of MTN Shares in respect of which re-investment elections have been made and allocated
(at the Repurchase Share Price). The total number of MTN Shares so repurchased are the “Repurchase Loan Shares”
and the value thereof at the Repurchase Share Price is the MTN Zakhele Re-investment (which is equal to the MTN
Loan Claim);
• the MTN Loan Claim is transferred by MTN Zakhele to MTN Zakhele Futhi under the Loan Transfer and Cession
Agreement in consideration for MTN Zakhele Futhi issuing MTN Zakhele Futhi Shares at their offer price of R20.00 per
share to MTN Zakhele, thus providing MTN Zakhele with a number of MTN Zakhele Futhi Shares which equals to the
number of such shares that the MTN Zakhele Shareholders would in aggregate have received had they subscribed
for such shares at R20.00 per share in an amount equal to the value of the Rollover MTN Shares at the Repurchase
Share Price;
• the MTN Zakhele Futhi Ordinary Shares issued to MTN Zakhele are then distributed by it to the relevant MTN Zakhele
Shareholders in accordance with their respective allocations, in full consideration for the repurchase by MTN Zakhele
of such of their MTN Zakhele Shares in respect of which such MTN Zakhele Shareholders elected and were allocated
MTN Zakhele Futhi Shares;
• MTN Zakhele Futhi then uses the MTN Loan Claim to subscribe for MTN Shares at the Transaction Share Price under
the MTN Tranche 3 Subscription Agreement.
MTN Zakhele Shareholders participating in the MTN Zakhele Re-investment Offer are subject to the same qualifying
criteria to apply for MTN Zakhele Futhi Shares as those participating in the MTN Zakhele Futhi Public Offer and must
accordingly also be eligible Black Persons and Black Groups.
MTN Zakhele Shareholders wishing to participate in the MTN Zakhele Re-investment Offer must follow the directions set
out in the MTN Zakhele Scheme Circular and must meet the requirements and follow the directions in this Prospectus in
respect of Re-investment Applicants.
3.2.2 Key terms of the MTN Zakhele Unwinding Scheme and MTN Zakhele Re-investment Option thereunder
Subject to the MTN Zakhele Unwinding Scheme becoming unconditional in accordance with its terms, with effect from
the Operative Date:
• Scheme Participants (whether they voted in favour of the MTN Zakhele Unwinding Scheme or not, abstained or
refrained from voting), other than MTN Holdings, shall be deemed to have disposed of (and shall be deemed to have
undertaken to unconditionally transfer, cede and make over) all of the MTN Zakhele Shares held by them, to MTN
Zakhele, which shall be deemed to have acquired and taken cession of the MTN Zakhele Shares, free of encumbrances,
on the applicable Operative Date.
• In consideration for the repurchase and cancellation of each Scheme Participant’s MTN Zakhele Shares, each Scheme
Participant will become entitled to the MTN Zakhele Scheme Consideration and to receive such through (at its
election) one or more of the MTN Zakhele Unwinding Scheme Options, on the basis that:
–– where an MTN Zakhele Shareholder does not make an election by 12:00 on the Scheme Consideration Record
Date (or in the case of MTN Zakhele Shareholders who hold their MTN Zakhele Shares through Pacific Nominees,
by 12:00 on Wednesday, 16 November 2016); or
–– for MTN Zakhele Shareholders who hold less than 50 MTN Zakhele Shares on the Scheme Consideration Record
Date,
such MTN Zakhele Shareholders will be deemed to have elected to receive Option 1 (i.e. the cash consideration)
under the MTN Zakhele Unwinding Scheme Options in respect of 100% of their MTN Zakhele Shares (or such portion
of their MTN Zakhele Shares in respect of which no election was received, as the case may be).
• In the event that the 2016 MTN BEE Transaction is implemented, in consideration for the repurchase (and cancellation)
of such number of a Scheme Participant's MTN Zakhele Shares in respect of which they have elected to receive and
have been allocated MTN Zakhele Futhi Shares (ie Re-investment Applicants who have elected the Re-investment
Option), on the applicable Operative Date:
–– each such Re-investment Applicant is granted the right to the MTN Zakhele Futhi Shares allocated to it, which right
is then settled by the delivery of such shares in accordance with the provisions of the MTN Zakhele Unwinding
Scheme (as read with this Prospectus); and
–– to the extent applicable, the MTN Zakhele Tax Cash Top-up Amount related to such repurchased MTN Zakhele
Shares,
• The purpose of the MTN Zakhele Re-investment Offer as contemplated in this Prospectus is to facilitate the
implementation of the MTN Zakhele Unwinding Scheme and to enhance the 2016 MTN BEE Transaction by allowing
for the Re-investment Option pursuant to which MTN Zakhele Shareholders will be offered an election to receive
all or a portion of their MTN Zakhele Scheme Consideration in MTN Zakhele Futhi Shares, thus allowing them an
opportunity to re-invest all or a portion of their MTN Zakhele Shares into the 2016 MTN BEE Transaction.

52
 • The MTN Zakhele Futhi Shares are authorised no par value shares in the authorised share capital of MTN Zakhele Futhi,
and will be issued to MTN Zakhele pursuant to section 44 of the Income Tax Act under and in accordance with the
Loan Transfer and Cession Agreement.
• MTN Zakhele will pursuant to section 44 of the Income Tax Act distribute such MTN Zakhele Futhi Shares to Scheme
Participants as full consideration (plus, if applicable, the MTN Zakhele Cash Tax Top-up Amount and a nominal cash
amount for rounding (see below)) for the repurchase and cancellation of their MTN Zakhele Shares (in respect of
which they are allocated MTN Zakhele Futhi Shares under and in accordance with the MTN Zakhele Unwinding
Scheme) on the applicable Operative Date.
• Scheme Participants who elect and who are subsequently allocated MTN Zakhele Futhi Shares pursuant to the MTN
Zakhele Unwinding Scheme, will have:
–– a new dematerialised share account opened with Nedbank (acting through its Share Scheme Administration
division); and
–– such account credited with the MTN Zakhele Futhi Shares, on the applicable Operative Date. The MTN Zakhele
Futhi Shares will be held subject to and in accordance with the terms of the Relationship Agreement and the MTN
Zakhele Futhi MOI.
• The whole number of MTN Zakhele Futhi Shares to which Scheme Participants who are allocated MTN Zakhele Futhi
Shares will become entitled, in the case of fractional entitlements of less than a whole number will be rounded down
and the consideration in respect of that fraction will be settled by way of cash. Where the cash consideration payable
to a Scheme Participant includes a fraction of a cent, such fraction will be rounded upwards.
3.2.3 Conditions precedent to the MTN Zakhele Re-investment Offer
The offer in terms of the MTN Zakhele Re-investment Offer contemplated in this Prospectus is conditional upon the 2016
MTN BEE Transaction proceeding and on the MTN Zakhele Unwinding Scheme becoming unconditional in accordance
with its terms. The implementation of the MTN Zakhele Unwinding Scheme is subject to the fulfilment (deemed
fulfilment) or, where appropriate, waiver of the following General Scheme Conditions, which must be fulfilled, or where
appropriate, waived, on or before Thursday, 17 November 2016, (or such later date as may be agreed in writing between
amongst others MTN and MTN Zakhele):
• all regulatory approvals and consents necessary in respect of the MTN Zakhele Unwinding Scheme being obtained,
including, but not limited to approvals and consents from the JSE, the Takeover Regulation Panel (as established in
terms of section 196 of the Companies Act), and the Financial Surveillance Department of the South African Reserve
Bank (if and to the extent necessary);
• the special resolution to approve the MTN Zakhele Unwinding Scheme (including the disposal by MTN Zakhele of
all or the greater part of its assets or undertaking for purposes of section 112 of the Companies Act and for all other
purposes as set out in the MTN Zakhele Scheme Circular, being adopted by a majority representing not less than (i)
75% of the votes exercised by holders of all classes of shares in MTN Zakhele (including the MTN Zakhele Pref Shares)
present and entitled to vote; and (ii) 75% of the votes exercised by MTN Zakhele Shareholders present and entitled
to vote, either in person or by proxy at the general meeting of MTN Zakhele Shareholders to be convened under the
MTN Zakhele Scheme Circular;
• the above-mentioned special resolution to approve the MTN Zakhele Unwinding Scheme not being opposed by 15%
or more of the voting rights exercised on such resolution, or; should the resolution be opposed by 15% or more of the
voting rights exercised on it, no person who voted against the special resolution requires MTN Zakhele to seek the
approval of the court in terms of section 115(3) of the Companies Act;
• if the special resolution to approve the MTN Zakhele Unwinding Scheme is opposed by 15% or more of the voting
rights exercised on such resolution, and a person who voted against the special resolution requires MTN Zakhele to
seek the approval of the court in terms of section 115(3) of the Companies Act and MTN Zakhele waives that General
Scheme Condition, MTN Zakhele does not elect to treat the special resolution as a nullity in terms of section 115(5) of
the Companies Act;
• no leave is granted by the court, on an application within 10 Business Days after the vote, to any person who voted
against the special resolution and who applied to the court for a review of the MTN Zakhele Unwinding Scheme and/
or the disposal by MTN Zakhele of all or the greater part of its assets or undertaking, in terms of section 115(7) of the
Companies Act;
• within the period prescribed under section 164(7) of the Companies Act, no valid demands having been received by,
or remaining capable of being given to, MTN Zakhele in terms of such section which in aggregate represent more
than 5% of the MTN Zakhele Shares in issue at the date of the scheme meeting;
• in the predicate that the 2016 MTN BEE Transaction is implemented, the MTN Zakhele On-Risk Tax Amount (as such
term is defined in the Implementation Agreement) not exceeding R100 000 000 (one hundred million Rand) and
between them, MTN and MTN Zakhele have agreed in accordance with the Implementation Agreement how this
amount is to be funded;

53
 • MTN not having, on or prior to Thursday, 17 November 2016, delivered a notice to MTN Zakhele recording that it
is of the opinion that an MTN Material Adverse Event has occurred or is likely to occur on or before the applicable
Operative Date. This condition may be waived by MTN on written notice to MTN Zakhele; and
• on Friday, 18 November 2016, there being no enforcement action ongoing by or on behalf of any party under
or in connection with (i) the transaction documents in relation to the MTN Zakhele BEE Transaction and/or
(ii) the Transaction Documents, and no ‘Class A BIC Trigger Event’ or ‘Class A BFC Trigger Event’ or ‘Class A BIC Potential
Trigger Event’ or ‘Class A BFC Potential Trigger Event’ has been declared or notified to MTN Zakhele pursuant to the
‘Finance Documents’ as respectively defined in the MTN Zakhele memorandum of incorporation. This condition may
be waived by MTN and the Preference Share Agent on written notice to MTN Zakhele.
In addition, in order for the MTN Zakhele Unwinding Scheme to become unconditional and operative, the following
General Scheme Condition ("the Final Scheme Conditions") must be fulfilled (deemed fulfilled) or waived by the time/s
stated:
• at the point in time in the implementation sequence set out in the Implementation Agreement that the MTN Zakhele
Pref Shares are redeemed, there being no enforcement action ongoing by or on behalf of any party under or in
connection with the transaction documents in relation to the MTN Zakhele BEE Transaction and/or no ‘Class A BIC
Trigger Event’ or ‘Class A BFC Trigger Event’ has been declared or notified to MTN Zakhele pursuant to the ‘Finance
Documents’ as respectively defined in the MTN Zakhele memorandum of incorporation. This condition may be
waived by MTN on written notice to MTN Zakhele; and
• the Finally Determined A Indemnified Provision Amount is determined and does not exceed R100 000 000 (one
hundred million Rand).
An announcement will be released on SENS and published in the South African press as soon as possible after the
fulfilment (deemed fulfilment), waiver or non-fulfilment, as the case may be, of the General Scheme Conditions.

4. MINIMUM SUBSCRIPTION [reg 73]

The MTN Zakhele Futhi Offer is dependent on MTN Zakhele Futhi raising a minimum cash amount through the MTN Zakhele Futhi Public
Offer of at least R250 million (i.e. the Minimum Cash Raise). If it does not raise the Minimum Cash Raise amount, then the 2016 MTN BEE
Transaction will not be implemented and the MTN Zakhele Futhi Offer will terminate.
The MTN Zakhele Futhi Offer is also dependent on MTN Zakhele Futhi raising sufficient money in aggregate through cash subscriptions
from the Black Public and/or through the MTN Loan Claim as part of the MTN Zakhele Re-investment for at least the Minimum Equity Raise
amount, being an aggregate amount equal to R1 234.1 million.
In the event that the aggregate money raised in the MTN Zakhele Futhi Offer is less than the Minimum Equity Raise amount, the 2016 MTN
BEE Transaction will not be implemented.
In the event that the aggregate money raised from the Black Public and/or through the MTN Zakhele Re-investment pursuant to the MTN
Zakhele Futhi Offer is at least R1 234.1 million, but is less than R2 468.3 million, at MTN’s election:
• MTN may determine not to proceed with the 2016 MTN BEE Transaction; or
• MTN may determine to proceed with the 2016 MTN BEE Transaction, and, in this regard, may (but is not obliged to) enable MTN Zakhele
Futhi to make up all or a part of the shortfall to the Target Equity Raise by it (or its nominee) subscribing for MTN Zakhele Futhi Shares
at R20.00 per share pursuant to the MTN Underwrite Option and/or by providing additional funding to MTN Zakhele Futhi through
the MTN Subordinated Loan (Equity Top-up) and/or by increasing the NVF by issuing MTN Tranche 1 Subscription Shares, with the net
result that the 2016 MTN BEE Transaction may then be sized between 2% to 4.0% of MTN’s issued share capital on a Fully Diluted Basis
depending on its decision. In this instance, the preference share funding amount may, but will not necessarily, be increased or reduced,
at MTN’s discretion, but subject to the provisions of, and limit thereof in, the Finance Documents.
Should MTN (or its nominee) subscribe for MTN Zakhele Futhi Shares under the MTN Underwrite Option, the intention is that such MTN
Zakhele Futhi Shares will then be sold or placed with qualifying BEE Participants in due course.
The MTN Underwrite Option and the options to provide the MTN Subordinated Loan (Equity Top-up) and/or to increase the NVF and/or
to reduce the preference share funding amount, therefore provide MTN with the flexibility to manage the outcome of the 2016 MTN BEE
Transaction in the event that the equity initially raised through the MTN Zakhele Futhi Offer is lower than R2 468.3 million.
Cash Applicants must apply for a minimum of 100 MTN Zakhele Futhi Shares. MTN Zakhele Shareholders electing the MTN Zakhele
Re-investment Offer (i.e. Re-investment Applicants) will only be entitled to do so in respect of a minimum of 50 MTN Zakhele Shares.
No maximum subscription or election limit has been set for any one Applicant, and Applicants can therefore apply for as many MTN
Zakhele Futhi Shares as are available in the MTN Zakhele Futhi Offer. However, Applicants are referred to paragraph 15 of this Section 2
in respect of the Maximum Shareholding Limit of 15% which applies to shareholdings in MTN Zakhele Futhi. Accordingly, no allocations
of MTN Zakhele Futhi Shares above the Maximum Shareholding Limit may be made by MTN Zakhele Futhi without MTN’s prior written
consent.

54
 There are no preliminary expenses payable by the Company or a commission payable to any person as consideration for either agreeing to
subscribe for MTN Zakhele Futhi Shares; or procuring to agreeing to procure subscriptions for MTN Zakhele Futhi Shares.

5. QUALIFYING MEMBERS OF THE BLACK PUBLIC

Only Black People and Black Groups qualify to participate in the MTN Zakhele Futhi Public Offer and MTN Zakhele Re-investment Offer.

6. APPLYING FOR MTN ZAKHELE FUTHI SHARES

6.1 Application procedure

• You may only apply to participate if you qualify to participate in the MTN Zakhele Futhi Offer.
• The following options are available to all Applicants to provide some of the required data for purposes of populating an
Application Form prior to visiting a Participating Nedbank Branch if an Applicant wishes to do so to speed up the application
process:
–– Applicants who are Black People may complete (but should not sign) the blue Application Form attached to this Prospectus
by hand and Applicants who are Black Groups may complete (but should not sign) the green Application Form attached
to this Prospectus by hand; or
–– Applicants may call the Nedbank Contact Centre on 083 900 6863 (toll free number for MTN subscribers only); or
–– Applicants may visit the following website to electronically capture some data for the Application Form: www.mtn.co.za/
zakhelefuthi.
• Please note that you will not be able to submit all the information required online or via the Nedbank Contact Centre as some
information will be required to be provided at a Participating Nedbank Branch.
• If you are unsure as to the correct way to capture some of your data for purposes of populating the Application Form prior
to visiting a Participating Nedbank Branch or do not have online access, please contact the Nedbank Contact Centre on
083 900 6863 or visit a Participating Nedbank Branch for assistance.
• Every Applicant must visit a Participating Nedbank Branch to complete the application process, sign the Application Form
printed by the Participating Nedbank Branch and submit all supporting documents contemplated in paragraph 6.2 of this
Section 2 of the Prospectus.
• Please bring a copy of the Prospectus with you to the Participating Nedbank Branch. If you do not have a copy of the Prospectus,
the Participating Nedbank Branch will provide you with a copy.
• At the Participating Nedbank Branch you will be assisted in capturing all required data in order for the Participating Nedbank
Branch to complete and print your Application Form. If you provided data for purposes of populating your Application Form
prior to visiting a Participating Nedbank Branch, such data will also be used by the Participating Nedbank Branch to complete
your Application Form.
• Please do not sign an Application Form prior to visiting a Participating Nedbank Branch and being requested to do so. Once
all the required data has been captured and the Application Form has been completed by the Participating Nedbank Branch,
the Participating Nedbank Branch will print the Application Form to be signed by you at the Participating Nedbank Branch.
• Black minors must be assisted by their parents or legal guardians. Black Groups must be represented by an authorised
representative and will be required to submit the original completed and signed appointment of authorised representative
attached as Annexure 9 to this Prospectus for purposes of the authorised representative signing the Application Form for and
on behalf of the Black Group at the Participating Nedbank Branch.
• You will also be required to submit all applicable supporting documents contemplated in paragraph 6.2 of this Section 2 of
the Prospectus.
• Original BEE, FICA and other supporting documents must presented at a Participating Nedbank Branch, unless a certified
copy (not older than 3 months, unless stated otherwise) of the original document is required (please refer to the supporting
documents which are required as contemplated in paragraph 6.2 of this Section 2). Documents can be certified at any South
African Police Station. To the extent that original documents are required, Applicants will be required to present the original
document at a Participating Nedbank Branch for it to be photocopied and stamped at such Participating Nedbank Branch.
• At the time of and immediately prior to signing the Application Form printed by the Participating Nedbank Branch, you will be
requested to sign and tear out the Confirmation of Possession attached to this Prospectus on page 165 for submission to the
Participating Nedbank Branch. Please do not sign or tear out the Confirmation of Possession prior to visiting the Participating
Nedbank Branch and being requested to do so. If you do not have a copy of the Prospectus with you, a copy will be provided
to you by the Participating Nedbank Branch prior to signature of the Application Form printed by the Participating Nedbank
Branch. The Participating Nedbank Branch will retain the original signed Confirmation of Possession.
• The Participating Nedbank Branch will retain your original signed Application Form and provide you with a copy thereof. You
will also be sent an SMS with your unique reference number and payment instructions. Thereafter your unique reference
number must be used with respect to all enquiries, all documents delivered to Nedbank and all payments made in connection

55
 with the MTN Zakhele Futhi Offer. Cash Applicants must use the account details and the unique reference number sent to them
via SMS to make payment by latest 16:00 on 18 October 2016 if paying by EFT and by latest 16:00 on 21 October 2016 if paying
in cash. The onus is on the Applicant to ensure that his/her/its payment reference is correct. None of MTN, MTN
Zakhele, MTN Zakhele Futhi or Nedbank will be held liable for payments made without payment references or
with incorrect payment references.
• If you are a Cash Applicant, whatever amount is timeously deposited into the account nominated by Nedbank using your
unique reference number will constitute an offer by you to subscribe for MTN Zakhele Futhi Shares up to that amount. This
amount will be used, if you are successful with your application, to subscribe for as many MTN Zakhele Futhi Shares as possible
(in multiples of R100) up to the maximum number of MTN Zakhele Futhi Shares allocated to you, and any excess amount will
be refunded to you in accordance with the process as set out in paragraph 9.3 of this Section 2. The onus is on the Applicant to
ensure that all payments are made into the correct account nominated by Nedbank. None of MTN, MTN Zakhele, MTN Zakhele
Futhi or Nedbank will be held liable for payments made to the incorrect account.
• If you are a Re-investment Applicant, the number of your MTN Zakhele Shares in respect of which you timeously elect to
participate in the MTN Zakhele Re-investment Offer will constitute an election (offer) by you to MTN Zakhele to receive MTN
Zakhele Futhi Shares at R20.00 per MTN Zakhele Futhi Share in exchange for the MTN Zakhele Scheme Consideration (valued at
the Repurchase Share Price) due to you in respect of such MTN Zakhele Shares. If you are successful with your application, MTN
Zakhele will transfer to you as many MTN Zakhele Futhi Shares as possible up to the maximum number of MTN Zakhele Futhi
Shares allocated to you, in settlement of your MTN Zakhele Scheme Consideration. To the extent that you are allocated fewer
MTN Zakhele Futhi Shares than you have elected, the balance of the MTN Zakhele Scheme Consideration due to you which has
not been applied to receive MTN Zakhele Futhi Shares will be settled to you in cash and/or in MTN Shares, in accordance with
the terms of the MTN Zakhele Unwinding Scheme.
• If you are re-investing as a Re-investment Applicant and would like to apply for additional MTN Zakhele Futhi Shares as a Cash
Applicant, you will need to follow the same payment process as Cash Applicants (but need not complete a further Application
Form). All Re-investment Applicants will be sent payment instructions and a unique reference number via SMS which can be
used in the event you would like to make an additional cash investment.
• If you are a Black Group currently invested in MTN Zakhele and wish to re-invest your MTN Zakhele Shares, you will be required
to submit your MTN Zakhele Shareholder number when applying to re-invest your MTN Zakhele Shares. You can call the MTN
Zakhele Call Centre on 083 123 6869 for assistance in obtaining this MTN Zakhele Shareholder number.
• In addition:
–– if you wish to participate in the MTN Zakhele Re-investment Offer as a Re-investment Applicant, and you hold dematerialised
MTN Zakhele Shares, you must instruct your CSDP or broker in accordance with your mandate with them as to your election
under the MTN Zakhele Unwinding Scheme but by no later than 12:00 on 21 October 2016. If you hold your dematerialised
MTN Zakhele Shares through Pacific Nominees, you must make an election under the MTN Zakhele Unwinding Scheme on
the MTN Zakhele transaction platform, or through the MTN Zakhele call centre on 083 123 6869, by 12:00 on 19 October 2016.
–– if you wish to participate in the MTN Zakhele Re-investment Offer as a Re-investment Applicant, and you hold certificated
MTN Zakhele Shares, you must complete and deliver the form of surrender, election and transfer (the pink form attached
to the MTN Zakhele Scheme Circular) to the transfer secretaries of MTN Zakhele, being Link Market Services South Africa
Proprietary Limited, 13th Floor, Rennie House, 19 Ameshoff Street, Braamfontein (PO Box 4844, Johannesburg, 2000) by no
later than 12:00 on Friday, 21 October 2016.
• Original BEE, FICA and other supporting documents must presented at a Participating Nedbank Branch, unless a certified
copy of the original document is required (please refer to the supporting documents which are required as contemplated in
paragraph 6.2 of this Section 2). Documents can be certified at any South African Police Station.
• Certification of documents, as true copies of the original, must not be more than 3 months old, unless stated otherwise. To the
extent that original documents are required, Applicants will be required to present the original document at a Participating
Nedbank Branch for it to be photocopied and stamped at such Participating Nedbank Branch.
• If you made a mistake when providing your banking details for purposes of populating the Application Form (created and
submitted through the above channels), you will need to visit a Participating Nedbank Branch during the Offer Period to
update the bank details and re-submit a certified copy of your bank statements, certified by your bank.
• If any of your contact details in the Application Form (created and submitted through the above channels) change during the
Offer Period, you will need to visit any Participating Nedbank Branch to update your contact details and, if your address has
changed, re-submit your proof of address supporting documents for FICA purposes.
• If any of your details change after the close of the Offer Period please contact the Nedbank Contact Centre on 083 900 6863.
• The onus is on you as an investor in MTN Zakhele Futhi to ensure that whenever your address, contact and/or bank details
change, that you advise and provide your updated information to the MTN Zakhele Futhi administrator, failing which, you may
not receive relevant communications and/or payments. Please note that Applicants must keep informed of any changes of
the FICA legislation which may occur after the date of this Prospectus, and will need to comply with any such changes, to the
extent applicable.

56
 • If you are an MTN subscriber, the information provided by you will not result in an update to any of your existing RICA
information stored by MTN.
• If you are a Nedbank customer, the information provided by you will not result in an update to your existing customer profile
unless you so request.

If you have any questions regarding the application process, please call the Nedbank Contact Centre on 083 900 6863
(toll free number for MTN subscribers only).

6.2 Supporting Documents

6.2.1 Black People
6.2.1.1 FICA supporting documents
Applicants will be required to be verified for FICA purposes by the Participating Nedbank Branch in accordance
with the requirements under FICA. Details of the required supporting documents are set out in Annexure 8
to this Prospectus.
6.2.1.2 Proof of bank account supporting documents
You must provide a copy of your bank statement (not older than 3 months) stamped by your bank into which
MTN Zakhele Futhi may pay refunds, dividends and any other payments in connection with your Application
and/or the MTN Zakhele Futhi Offer and your holding of MTN Zakhele Futhi Shares thereafter.
If you do not have an existing South African transactional bank account or wish to open a separate account
to use for your application, you can open a new South African bank account at any Nedbank branch
(at the time of applying for MTN Zakhele Futhi Shares) or any other South African bank. This will become
your transactional bank account into which MTN Zakhele Futhi may pay refunds, dividends and any other
payments in connection with your Application and/or the MTN Zakhele Futhi Offer and your holding of MTN
Zakhele Futhi Shares thereafter.
6.2.1.3 BEE verification supporting documents
No additional documents are required for BEE verification purposes by Black People.
6.2.2 Black Groups
6.2.2.1 FICA supporting documents
Please note that the authorised representative can fulfil the role of the manager/director, the
natural person authorised to establish a business relationship on behalf of the Black Group as
well as the natural person authorised to transact on behalf of the Black Group.
Applicants will be required to be verified for FICA purposes by the Participating Nedbank Branch in accordance
with the requirements under FICA. Details of the required supporting documents are set out in Annexure 8
to this Prospectus.
6.2.2.2 Proof of bank account supporting documents
Black Groups must provide a copy of their transactional South African bank statement (not older than three
months) stamped by their bank into which MTN Zakhele Futhi may pay refunds, dividends and any other
payments in connection with their Application and/or the MTN Zakhele Futhi Offer and their holding of MTN
Zakhele Futhi Shares thereafter.
If the Applicant Black Group does not have an existing South African transactional bank account or wishes
to open a separate account to use for this application, it can open a new South African bank account at any
Nedbank branch (at the time of applying for MTN Zakhele Futhi Shares) or at any other South African bank.
This will become its transactional bank account into which MTN Zakhele Futhi may pay refunds, dividends
and any other payments in connection with its Application and/or the MTN Zakhele Futhi Offer and its
holding of MTN Zakhele Futhi Shares thereafter.
6.2.2.3 BEE verification supporting documents
If you are a Black Group:
• applying as a Cash Applicant for MTN Zakhele Futhi Shares to the value of R1 000 000 or more
(i.e. 50 000 MTN Zakhele Futhi Shares or more) over the application period; or
• applying as a Re-investment Applicant to receive MTN Zakhele Futhi Shares in respect of 15 000 MTN
Zakhele Shares, or more, OR if you apply to re-invest in respect of 8 000 MTN Zakhele Shares, or more, and
have also applied for additional MTN Zakhele Futhi Shares as a Cash Applicant in any amount; or

57
 • unable to or do not wish to submit a list of all of the Black People who, both directly, or indirectly, hold an
Effective Interest in the Black Group; or
• unable to or do not wish to submit a certified copy of their green bar-coded South African Identity
Document or identity card (smart card) or South African passport showing their South African identity
number (“BEE Proof of Identity”) of all of the Black People who, both directly or indirectly, hold an
Effective Interest in the Black Group; or
• unable to or do not wish to submit any of the other BEE supporting documents set out in
paragraph 6.2.2.5 of this Section 2;
you will need to submit a certified copy of your Valid BEE Ownership Certificate. Please refer to
paragraph 6.2.2.4 of this Section 2 for details on the requirements of a Valid BEE Ownership Certificate.
For all other Black Groups, a Valid BEE Ownership Certificate may be submitted, at the election of the Black
Group. If these Black Groups choose not to submit a Valid BEE Ownership Certificate, the documentation
contemplated in paragraph 6.2.2.5 of this Section 2 is required to be submitted to the extent they have not
already been submitted for FICA purposes.
6.2.2.4 Obtaining a Valid BEE Ownership Certificate
An Applicant which is a Black Group may submit an existing Valid BEE Ownership Certificate provided that:
• it was obtained from a Valid BEE Verification Agency;
• it must be valid for at least 6 months from the date the Offer Period opens (i.e. until at least 12 March 2017);
• it must have a confirmation stated on the Valid BEE ownership certificate that the “entity is equal to or
more than 51% black owned and controlled (using the flow-through principle)” Or: “B-BBEE Controlled
(company/trust/etc.) and B-BBEE Owned (company/trust/etc.), as defined in the Broad-Based Black
Economic Empowerment Act.”;
• it must contain the following information as defined in the Codes using the flow-through principle:
–– % economic interest of Black People (compulsory);
–– % exercisable voting rights of Black People (compulsory);
• it may contain the following information as defined in the Codes using the flow-through principle
(not compulsory):
–– % economic interest and exercisable voting rights of Black women (if known); and
–– % economic interest of black designated groups (if known);
–– % economic interest of black new entrants (if known); and
–– whether the combined shareholding of black designated groups and/or black new entrants are equal
to or higher than 5% (if known).
If you do not have a Valid BEE Ownership Certificate, you can apply for one from a Valid BEE Verification
Agency. Alternatively you can obtain information on Valid BEE Verification Agencies by visiting the FAQ
section of the MTN Zakhele Futhi website at www.mtn.co.za/zakhelefuthi.
It may take at least 15 days to issue a Valid BEE Ownership Certificate. You therefore need to
apply as soon as possible.
6.2.2.5 BEE verification documents required for Black Groups not submitting a Valid BEE Ownership
Certificate

Sole proprietor • Certified copy of (i) valid South African green barcoded identity
document, or (ii) valid South African identity card (smart card), or (iii)
valid South African passport;
• Original affidavit found on the following website:
http://www.thedit.gov.za/gazzettes/Affidavit_EME.pdf

Company  • Certificate of incorporation;

• Certificate of change of name reflecting the current name of the
company (if applicable);
• Share register and share certificates; and
• Latest shareholders agreement and sale of shares agreement with any of
the B-BBEE shareholders (if applicable).

58
 Close corporation • CK1 (or CK2 if applicable);
• Certificate of change of name reflecting the current name of the
company (if applicable); and
• Latest association agreement and sale of membership interest
agreement with any of the B-BBEE members (if applicable).

Trusts • Trust deed;

• Letter of authority issued by the Master of the High Court; and
• Representation from the Trustees to confirm the proportion of
distributions towards black females, black designated groups and black
new entrants.

Partnership • Partnership agreement.

Non-profit organisation • Constitution or founding document;

• Letter from an independent third party confirming the percentage of
black beneficiaries and black female beneficiaries.

Unincorporated entities • Constitution or founding document.

(Stokvels, Joint Ventures,
Syndicates)

Requirements for all Black Groups:

• Declaration of percentage of black new entrants who, either directly or indirectly, hold an Effective
Interest in the Black Group signed by the authorised representative;
• Declaration of percentage of black designated groups (applicable for black employee share ownership
schemes, black broad-based ownerships schemes, black co-operatives) who, either directly or
indirectly, hold an Effective Interest in the Black Group signed by the authorised representative;
• Indirect interests held by Black People require a detailed organogram;
• A list of all of the Black People who, both directly or indirectly, hold an Effective Interest in the
Black Group including their names, identity numbers, nationality, gender and effective percentage
economic interest held;
• BEE Proof of Identity for all of the Black People who, either directly or indirectly, hold an Effective
Interest in the Black Group (i.e. shareholders, members, beneficiaries or partners); and
• Financing agreements between the B-BBEE shareholders and the financiers (if applicable).

Certification of documents, as true copies of the original, must not be more than 3 months old,
unless stated otherwise.
Documents already submitted for FICA purposes will not be required to be resubmitted for BEE
verification purposes.

6.3 Applications irrevocable

Applications for MTN Zakhele Futhi Shares under the MTN Zakhele Futhi Offer are irrevocable and may not be withdrawn once
received by or on behalf of MTN Zakhele Futhi and/or MTN Zakhele (as applicable), unless MTN Zakhele Futhi or MTN Zakhele
(in respect of the MTN Zakhele Re-investment Offer) issues, registers and publishes a supplement to the Prospectus, in which
event applications made prior to the date of issue or publication of the supplement may be withdrawn on written notice to MTN
Zakhele Futhi (in the case of applications under the MTN Zakhele Futhi Public Offer) and MTN Zakhele (in the case of applications
under the MTN Zakhele Re-investment Offer) within 20 business days after the date of publication; provided that, in respect of
any supplement published by MTN Zakhele the right to withdraw applications applies only to applications made under the MTN
Zakhele Re-investment Offer and not to Cash Applicants.

6.4 Obligation to give accurate information

The obligation to give full and accurate information rests on each Applicant. The acceptance by the Participating Nedbank Branch
of data for purposes of populating an Application Form, printing an Application Form, accepting supporting documentation, and
the allotment and issue of MTN Zakhele Futhi Shares on acceptance of an application, does not imply that any such information
has been verified or accepted as true and correct, and will not prevent MTN Zakhele Futhi and/or MTN Zakhele and/or MTN from
taking action in connection therewith at any time, including after MTN Zakhele Futhi Shares have been allocated, issued and/or
delivered to you.

59
 MTN Zakhele Futhi is entitled to verify your details (for BEE, FICA and other purposes) and you are obligated to assist in such
verification promptly when requested to do so. Failing to do so may result in your being disqualified from participating in the MTN
Zakhele Futhi Offer.
Providing false information could result in persons, including MTN, MTN Zakhele and/or MTN Zakhele Futhi having claims and rights
against you, and could be a criminal offence.

7. PAYMENT FOR MTN ZAKHELE FUTHI SHARES – CASH APPLICANTS

This Section applies to all Cash Applicants only and therefore applies only to persons who are applying for MTN Zakhele Futhi
Shares in cash under the MTN Zakhele Futhi Public Offer, including MTN Zakhele Shareholders who wish to apply for additional
MTN Zakhele Futhi Shares in cash as a Cash Applicant. MTN Zakhele Shareholders who wish to apply for MTN Zakhele Futhi
Shares under the MTN Zakhele Re-investment Offer should follow the process as set out in paragraph 8 of this Section 2.

7.1 Methods of paying for MTN Zakhele Futhi Shares

Each MTN Zakhele Futhi Share costs R20.00, and you must apply for at least 100 MTN Zakhele Futhi Shares. It will therefore cost a
minimum of R2 000.00. You must pay for all of the MTN Zakhele Futhi Shares that you apply for as a Cash Applicant. Payment may
be made in one of the following manners:
• Cash payment: All physical cash payments must be made by latest 16:00 on Friday, 21 October 2016 using your unique
reference number sent via SMS from Nedbank as the payment reference. You may not make a cash payment of more than
R24 999 per deposit.
• EFT: EFT payments must be made by latest 16:00 on Tuesday, 18 October 2016 into the Nedbank account number indicated on
the payment instruction (SMSed to you when you submit your Application Form and supporting documents and as reflected
below). It is critical that the unique reference number SMSed to you is used as the payment reference at the time of the EFT
transfer (i) to avoid the transaction from being rejected due to the funds being unallocated, and (ii) to ensure that the funds are
allocated to the correct recipient. Please use the following EFT banking details:
Account holder: MTN Zakhele Futhi (RF) Limited
Nedbank account number: 1119098157
Account type: Current account
Branch code: 198765
The unique reference number SMSed to you when you submit your Application Form
Reference: and supporting documents at any Participating Nedbank Branch.
Please note that payment by means of cheques, bank issue cheques, postal orders, credit cards, debit cards and
other forms of payment will not be accepted.

7.2 When to pay for MTN Zakhele Futhi Shares

• Payment may be made when you submit your Application Form and supporting documents, or payments can be made at a
later date but by latest 16:00 on Friday, 21 October 2016 for physical cash payments and 16:00 on Tuesday, 18 October 2016 for
payments by EFT.
• If you are paying by EFT, payment must be made by latest 16:00 on Tuesday, 18 October 2016 and must be made using the
unique reference number SMSed to you at the time of or after submitting your Application Form and supporting documents.
This unique reference number must be used as the payment reference otherwise the payment will not be credited to you.
• You will not receive interest on money paid into the MTN Zakhele Futhi Account, however you will receive interest on any money
refunded to you, calculated from the MTN Zakhele Futhi Offer Closing Date until the date of refund (both days excluded), if the
2016 MTN BEE Transaction does not proceed or if your application is fully or partially unsuccessful due to an oversubscription.
No person who made any payments on your behalf will receive any such refunds or interest. In this regard, see paragraph 9.3 of
this Section 2. Please note that refunds are subject to Cash Applicants having complied with FICA.
• The amount which you (and/or any other persons) deposit into the MTN Zakhele Futhi Account with your unique reference
number will constitute an offer by you to subscribe for MTN Zakhele Futhi Shares up to that amount. This amount will be used, if
you are successful with your application, to subscribe for as many MTN Zakhele Futhi Shares as possible (in multiples of R100.00)
up to the maximum number of MTN Zakhele Futhi Shares allocated to you, and any excess amount will be refunded to you with
interest (and not to any other person who made any payment on your behalf) as provided in paragraph 9.3 of this Section 2.

60
8. PAYMENT FOR MTN ZAKHELE FUTHI SHARES – RE-INVESTMENT APPLICANTS
This Section only applies to members of the Black Public who are Re-investment Applicants and therefore applying for
MTN Zakhele Futhi Shares under the MTN Zakhele Re-investment Offer. MTN Zakhele Shareholders who wish to also apply for
MTN Zakhele Futhi Shares under the MTN Zakhele Futhi Public Offer as a Cash Applicant should also follow the process as set
out in paragraph 7 of this Section 2.
• MTN Zakhele Shareholders must have effectively make an election to participate in the MTN Zakhele Re-investment Offer by no later
12:00 on 21 October 2016. (See paragraph 6.1 of Section 2 as to how you should make this election, and by what time/s this must be
made depending on whether you hold your MTN Zakhele shares in dematerialised or certificated form.)
• You do not need to make any cash payment for the MTN Zakhele Shares you apply for as part of the MTN Zakhele Re-investment Offer.
• The number of your MTN Zakhele Shares in respect of which you timeously elect to participate in the MTN Zakhele Re-investment
Offer will constitute an election (offer) by you to MTN Zakhele to receive MTN Zakhele Futhi Shares, at R20.00 per MTN Zakhele Futhi
Share in exchange for the MTN Zakhele Scheme Consideration due to you in respect of such MTN Zakhele Shares.
• If you are successful with your application, MTN Zakhele will transfer to you as many MTN Zakhele Futhi Shares as possible up to
the maximum number of MTN Zakhele Futhi Shares allocated to you, in settlement of your MTN Zakhele Scheme Consideration. To
the extent that you are allocated fewer MTN Zakhele Futhi Shares than you have elected, the balance of the MTN Zakhele Scheme
Consideration due to you which has not been applied to receive MTN Zakhele Futhi Shares will be settled to you in cash and/or in MTN
Shares, in accordance with the terms of the MTN Zakhele Unwinding Scheme.

9. ALLOCATION OF MTN ZAKHELE FUTHI SHARES

MTN Zakhele Futhi, in consultation with the MTN Board and in accordance with principles and/or guidelines established by the MTN
Board, has full discretion over how the MTN Zakhele Futhi Shares are ultimately allocated under the MTN Zakhele Futhi Offer, and to accept
or reject any particular application. Should MTN Zakhele Futhi receive valid applications for at least the Target Equity Raise (see paragraph 4
of this Section 2 of the Prospectus), such applications will (in aggregate) be accepted, subject to the relevant further terms and conditions
of the MTN Zakhele Futhi Offer.

9.1 Preferential allocation

No preferential treatment will be given to employees, directors or subscribers of MTN or directors of MTN Zakhele or MTN Zakhele
Futhi. In the event of an oversubscription, it is envisaged that preference will be given to Black Persons (i.e. individuals) when scaling
back allocations. (See paragraph 9.2 of this Section 2 below.)

9.2 Oversubscription
If there are applications for more than 123 416 819 MTN Zakhele Futhi Shares, the MTN Zakhele Futhi Offer will have been
oversubscribed. If this occurs, it is possible that you may not get all or any of the MTN Zakhele Futhi Shares you applied for.
Should the MTN Zakhele Futhi Offer be oversubscribed, MTN Zakhele Futhi will use its discretion in allocating MTN Zakhele
Futhi Shares between Re-investment Applicants under the MTN Zakhele Re-investment Offer and Cash Applicants under the
MTN Zakhele Futhi Public Offer and, as between these groups, in accordance with its discretion as further detailed below. MTN
Zakhele Futhi is required to use its discretion in consultation with MTN and in accordance with the allocation methodology and/or
guidelines established by the MTN Board, including MTN’s interest in being able to optimise its BEE rating under the BEE Legislation
in respect of MTN Zakhele Futhi’s shareholding in it. It is presently envisaged that, in order to ensure the broadest possible base of
BEE Participants, the allocation of MTN Zakhele Futhi Shares to the Black Public will generally be made from the bottom up, starting
with applications for the least number of MTN Zakhele Futhi Shares and with a priority for Black People (i.e. individuals). It is also
presently envisaged that, in respect of re-investing MTN Zakhele Shareholders, allocations will be made 80% on a bottom-up basis
through setting shareholding bands (where, within the band, each participating MTN Zakhele Shareholder will receive a stated
percentage of the MTN Zakhele Futhi Shares applied for, with the allocation percentage ranging from highest in the bottom band
to lowest in the top band) and 20% on a discretionary basis to enable greater optimisation of the overall balance and BEE effect of
the 2016 MTN BEE Transaction.
Applicants under the MTN Zakhele Futhi Public Offer (i.e. Cash Applicants) whose applications are accepted but who are allocated
fewer MTN Zakhele Futhi Shares than the number they applied for, will be refunded the excess amount of the payment made at
the time of their applications (plus interest thereon from the MTN Zakhele Futhi Offer Closing Date until the date of refund (both
days excluded)). No person who made any payments on behalf of the Cash Applicants or otherwise into the MTN Zakhele Futhi
bank account using their unique reference number will receive any such refunds or interest as the Applicant will receive the full
refund. Please note that refunds are subject to Cash Applicants having complied with FICA. Applicants under the MTN Zakhele
Re-investment Offer (i.e. Re-investment Applicants) who are allocated fewer MTN Zakhele Futhi Shares than the number they
applied for, will receive the MTN Zakhele Scheme Consideration due to them which was not settled through MTN Zakhele Futhi
Shares under the MTN Zakhele Unwinding Scheme in accordance with the terms of such scheme.

61
 9.3 Refunds of Cash Application monies
In respect of Cash Applicants under the MTN Zakhele Futhi Public Offer, if for any reason your application was wholly or partly
unsuccessful (including if you were disqualified prior to the allotment and issue of any MTN Zakhele Futhi Shares to you, or due
to an oversubscription), you will be refunded the relevant amount of your application monies by EFT into your transactional bank
account no later than 23 December 2016.
Please note: In the event that your application was unsuccessful due to an oversubscription or due to the 2016 MTN
BEE Transaction not proceeding, you will also receive interest on any money refunded to you calculated from the
MTN Zakhele Futhi Offer Closing Date until the date of refund at a rate of interest (both days excluded) equal to that
earned by MTN Zakhele Futhi on such monies. If your application was rejected, or was unsuccessful for any other
reason, you will not receive interest on the monies refunded to you. Please note that refunds are subject to Cash
Applicants having complied with FICA.
No person who made any payments on behalf of the Cash Applicants or otherwise into the MTN Zakhele Futhi bank account using
their unique reference number will receive any such refunds or interest.
9.4 Undersubscription
If fewer than 123 416 819 MTN Zakhele Futhi Shares are validly applied for and therefore less than R2 468.3 million is raised under
the MTN Zakhele Futhi Offer, the 2016 MTN BEE Transaction may not be implemented. For further details see paragraph 4 of this
Section 2 of the Prospectus.

10. RESERVATION OF RIGHTS AND GENERAL DISCRETION

MTN Zakhele Futhi reserves the right to accept or refuse any application as it determines in its sole and absolute discretion, and may reject
any application or decline to make any allocation at any time prior to MTN Zakhele Futhi Shares being allotted and issued thereunder.
MTN Zakhele Futhi reserves the right to appoint a Valid BEE Verification Agency, or use other methods acceptable to it, to verify that you
are a Black Person or Black Group, but shall not be obliged to do so. You remain fully responsible for the accuracy and completeness of the
information set out in your Application Form and for all information provided in connection therewith.
MTN Zakhele Futhi also reserves a general discretion to relax or deviate from the specific process or procedures set out herein, including as
to cut-off times, and otherwise to exercise a general discretion in respect of its receipt and handling of applications and monies under the
MTN Zakhele Futhi Offer. MTN Zakhele Futhi further shall have the right at any time and from time to time to take any action it considers
reasonably necessary to correct any errors or omissions which may occur howsoever under or in connection with the MTN Zakhele Futhi
Offer, and is authorised by each Applicant to take such steps. Although MTN Zakhele Futhi accepts no obligation to do so, this right
includes the right to correct payment errors into or from the MTN Zakhele Futhi Account and/to reverse allocations and/or issues of
MTN Zakhele Futhi Shares which are allocated and/or issued to an Applicant as a result of another Applicant using the incorrect unique
reference number, and to transfer and/or issue the relevant MTN Zakhele Futhi Shares to the intended Applicant, and/or to make fresh
issues of MTN Zakhele Futhi Shares to Applicants and/or otherwise register such MTN Zakhele Futhi Shares in its name.
This paragraph 10 of Section 2 of the Prospectus applies notwithstanding anything else to the contrary in the Prospectus.

11. REPRESENTATION AND EXCLUSION OF LIABILITY

Once you submit an Application Form, you shall be deemed to have represented that you were in possession of a copy of this Prospectus
at the time of your application.
You agree that MTN, MTN Zakhele, MTN Zakhele Futhi and its and their directors, officers, employees, agents, advisors and contractors, and
Nedbank, Nedbank Group Limited, each Participating Nedbank Branch, and its and their directors, officers, employees, agents, advisors
and contractors, shall – to the fullest extent permitted by applicable law – be excluded from any direct or indirect loss, liability or expense
howsoever incurred or suffered by you as a direct or indirect result of, or arising from, MTN, MTN Zakhele, and/or Nedbank, Nedbank Group
Limited, the Participating Nedbank Branch and/or MTN Zakhele Futhi’s receiving, rejecting, handling, processing or dealing in any way with
your application and/or Application Form including in respect of any refunds made or to be made thereunder, and any such claims are
waived by you.

12. RELATIONSHIP AGREEMENT AND RESTRICTIONS ON THE MTN ZAKHELE FUTHI SHARES
The Relationship Agreement imposes restrictions on the Disposal (including by sale) and/or Encumbrance of MTN Zakhele Futhi Shares
and contains various other rights in favour of and/or obligations imposed on MTN Zakhele Futhi Shareholders. In terms of the MTN Zakhele
Futhi Offer, MTN Zakhele Futhi Shareholders are deemed to have knowledge of these restrictions, rights and obligations, and agree to be
bound by them.
The restrictions outlined below are a summary of those included in the Relationship Agreement. The full terms of the Relationship
Agreement are set out in Annexure 7 to this Prospectus and must be read carefully.

62
12.1 General undertakings by MTN Zakhele Futhi
MTN Zakhele Futhi in consultation with the MTN Board irrevocably and unconditionally undertakes, during the Empowerment
Period (to the extent that and for so long as it holds any MTN Shares or any other form of equity interest, directly or indirectly, in the
MTN SA Group), to MTN that, save as MTN may otherwise permit by prior written consent, it shall, inter alia:
• comply in all respects with the provisions of the Relationship Agreement and the Transaction Documents to which it is a party;
• not issue or permit the transfer of any MTN Zakhele Futhi Shares or beneficial interest therein to any person, whether pursuant
to the MTN Zakhele Futhi Public Offer, the MTN Zakhele Unwinding Scheme (including the MTN Zakhele Re-investment)
or otherwise, unless such person agrees to be bound by the provisions of the Relationship Agreement and the MTN Zakhele
Futhi MOI, in such capacity, in a form and on terms to the reasonable satisfaction of MTN, or is an Approved Nominee of any
such person;
• not issue or permit the transfer of any MTN Zakhele Futhi Shares or beneficial interest therein to any person, whether pursuant
to the MTN Zakhele Futhi Public Offer, the MTN Zakhele Unwinding Scheme (including the MTN Zakhele Re-investment)
or otherwise, other than to (i) Black Participants or (ii) an Approved Nominee;
• be a Black Company on the Effective Date of the MTN Zakhele Futhi Offer;
• not cease to be a Black Company at any time during the Empowerment Period;
• subject to the provisions of the Transaction Documents to which it is a party, at all times during the Empowerment Period
procure that:
–– save to the extent permitted in terms of the Relationship Agreement, the beneficial interests in all MTN Zakhele Futhi
Shares shall be owned by Black Participants;
–– save to the extent permitted in terms of the Relationship Agreement, the majority of all of the voting rights in MTN Zakhele
Futhi shall be exercisable, directly or indirectly, by Black People;
–– in excess of 50% of the directors of MTN Zakhele Futhi (who shall be entitled to in excess of 50% of the voting rights of
directors at meetings of the MTN Zakhele Futhi Board) shall be Black People; and
–– no Nominee shall hold MTN Zakhele Futhi Shares other than an Approved Nominee for and on behalf of a Beneficial Holder
who is a Black Participant;
• co-operate with MTN and take such steps as are reasonably open to it to procure and/or enforce compliance by the MTN
Zakhele Futhi Shareholders of their obligations under the Relationship Agreement and the MTN Zakhele Futhi MOI;
• procure and warrant that during the Empowerment Period, the MTN Zakhele Futhi Shares shall only be transferable by and
transferred to Eligible MTN Zakhele Futhi Shareholders, and during the BEE Listing Period, MTN Zakhele Futhi Shares and
the beneficial interests therein shall only be transferable by and transferred to Verified MTN Zakhele Futhi Shareholders or
Approved Nominees (as applicable), as provided for in the Relationship Agreement;
• not apply for or take steps to wind up MTN Zakhele Futhi (voluntarily or involuntarily) or be deregistered or be subject to any
business rescue provisions or otherwise cease to be a juristic entity and have control over its business and affairs;
• not register the transfer of any MTN Zakhele Futhi Shares or beneficial interest therein, and to procure that no transfer is
registered, unless:
–– subject to the provisions of the Relationship Agreement, during the Empowerment Period, such transfer is to an Eligible
MTN Zakhele Futhi Shareholder; and
–– during the BEE Listing Period, any transfer of MTN Zakhele Futhi Shares and/or beneficial interests therein is to a Verified
MTN Zakhele Futhi Shareholder or to an Approved Nominee on behalf of a Verified MTN Zakhele Futhi Shareholder;
–– such transfer is permitted in accordance with the provisions of clauses 8 (restriction on disposal or encumbrance of MTN Zakhele
Futhi Shares), 9 (death), 10 (involuntary sequestration/liquidation), 11 (call option in favour of MTN) and/or 14 (no restriction on
MTN, its nominees or subsidiaries holding MTN Zakhele Futhi Shares, and founding shareholders) of the Relationship Agreement;
–– the transferee Beneficial Holder has agreed to be bound by the terms of the Relationship Agreement and the MTN Zakhele
Futhi MOI by executing a deed of adherence and has executed and delivered such deed of adherence to MTN Zakhele
Futhi’s company secretary (or is otherwise so bound in a form and on terms to the reasonable satisfaction of MTN); and
–– in respect of a transfer to a Nominee Holder, such person is an Approved Nominee;
• not permit any director to be appointed to the MTN Zakhele Futhi Board if:
–– as a result of such appointment the majority of the directors of the MTN Zakhele Futhi Board are not Black People; or
–– immediately prior to such appointment the minority of the directors of the MTN Zakhele Futhi Board are Black People,
unless such a director is himself a Black Person;
• provide such documents and other evidence as may reasonably be requested by MTN from time to time to prove to MTN, MTN
Zakhele Futhi’s compliance with its undertakings, if proof is so required by MTN, and as and when so required from time to time.

63
 12.2 MTN Zakhele Futhi Shareholder undertakings
Each MTN Zakhele Futhi Shareholder irrevocably and unconditionally undertakes in favour of each of MTN and MTN Zakhele Futhi,
inter alia that, save with MTN’s prior written consent:
• during the Empowerment Period, it shall not Dispose or Encumber its MTN Zakhele Futhi Shares or any beneficial interest
therein, other than as permitted under the Relationship Agreement;
• in respect of any permitted transfer of MTN Zakhele Futhi Shares or any beneficial interest therein, it shall:
–– co-operate fully with the ESTC, the Transfer Secretaries or the relevant verification agent appointed by MTN Zakhele Futhi
(as applicable) in respect of such transfer;
–– thoroughly check that the transferee Beneficial Holder is, and at the time of transfer will be, an Eligible MTN Zakhele Futhi
Shareholder or a Verified MTN Zakhele Futhi Shareholder (as the case may be); and
–– ensure that the transferee Beneficial Holder has agreed to be bound by the terms of the Relationship Agreement and
the MTN Zakhele Futhi MOI by executing a deed of adherence in a prescribed form or other form and on terms to the
reasonable satisfaction of MTN; and
–– where applicable, that any transferee’s Nominee Holder is an Approved Nominee;
• if it is a Black Group, during the Minimum Investment Period:
–– in respect of MTN Zakhele Futhi Shares acquired by it under the MTN Zakhele Futhi Public Offer and/or pursuant to the
MTN Zakhele Unwinding Scheme (as applicable), it shall remain a Black Group and shall maintain its BEE Status at not less
than the level set out in its Application Form for such MTN Zakhele Futhi Shares under the MTN Zakhele Futhi Public Offer
or, in the case of an acquisition pursuant to the MTN Zakhele Unwinding Scheme, not less the level of its BEE Status at the
Operative Date; and
–– in respect of MTN Zakhele Futhi Shares acquired by it subsequent to the MTN Zakhele Futhi Public Offer and/or the MTN
Zakhele Unwinding Scheme (as applicable), it shall maintain its BEE Status at not less than the level approved by the ESTC
for such acquisition;
• if it is a Black Group, upon the conclusion of the Minimum Investment Period and for the remainder of the Empowerment
Period, it shall continue to qualify as a Black Group;
• it will immediately notify MTN and MTN Zakhele Futhi of any Call Event (please see paragraph 12.6 of this Section 2 of the
Prospectus for further details) in respect of itself (or of any matter, fact, event or circumstance which, following the giving of
notice and no further steps being taken by the recipient of the notice will give rise to a Call Event in respect of itself);
• it will not: (i) perform any act or refrain from performing any act within its power or control or of which it is capable; or
(ii) attempt to procure or propose (other than where it is specifically required by law or by a court of law to so procure or propose)
any resolution; or (iii) exercise any right as an MTN Zakhele Futhi Shareholder in any way; or (iv) enter into any arrangement,
transaction or agreement; or (v) otherwise take any action whatsoever or procure the taking of any actions, which (alone or
taken together with the acts, omissions or votes of any other person) will or is reasonably likely to (or which, following the giving
of notice and no further steps being taken by the recipient of the notice, will or is reasonably likely to) result in MTN Zakhele
Futhi breaching the provisions of the Relationship Agreement; and
• it will, where so requested by MTN or MTN Zakhele Futhi, exercise such rights as it has as an MTN Zakhele Futhi Shareholder
to vote in favour of any resolution or take such other action as will itself (or with such other affirmative votes and/or actions
by other MTN Zakhele Futhi Shareholders) as may be necessary or reasonably required to procure that the provisions of the
Relationship Agreement are complied with by MTN Zakhele Futhi.

12.3 Restriction on Disposal or Encumbrance of MTN Zakhele Futhi Shares

12.3.1 General
Subject to certain exceptions set out below in this paragraph 12.3.1, MTN and MTN Zakhele Futhi agree that, during the
Empowerment Period and for purposes of ensuring compliance with the Relationship Agreement while at the same time
facilitating the BEE Listing and consequent future trading in MTN Zakhele Futhi Shares, unless otherwise agreed between
MTN and MTN Zakhele Futhi:
• MTN Zakhele Futhi shall issue the MTN Zakhele Futhi Shares to MTN Zakhele Futhi Shareholders, whether pursuant to
the MTN Zakhele Futhi Public Offer and/or the MTN Zakhele Unwinding Scheme, in uncertificated form;
• all MTN Zakhele Futhi Shares shall be held as Dematerialised Shares in the name of a Nominee approved by MTN
and appointed by MTN Zakhele Futhi (“the Custodian”) to act as the registered Nominee Holder, holding such
Dematerialised Shares for and on behalf of each MTN Zakhele Futhi Shareholder who will be the Beneficial Holder
thereof. Each MTN Zakhele Futhi Shareholder agrees to be bound by the provisions of any applicable Strate Rules
and Directives, as well as any applicable custody/mandate arrangement with the Custodian (to the extent that they
relate to them (save that they shall not be liable for the fees of the Custodian in respect of the custodial role during
the Minimum Investment Period)), in respect of his/her/its MTN Zakhele Futhi Shares;

64
 • if and to the extent that, for whatever reason, any MTN Zakhele Futhi Share is at any time held as a Dematerialised
Share with the registered holder being someone other than the Custodian, and MTN and MTN Zakhele Futhi have not
agreed that MTN Zakhele Futhi Shares may be held otherwise than as Dematerialised Shares with the Custodian as
the registered holder; then the relevant MTN Zakhele Futhi Shareholder unconditionally undertakes and agrees that:
–– for so long as such MTN Zakhele Futhi Share is held in uncertificated form other than in the name of the Custodian,
it shall only be deposited with a CSDP approved by MTN, it being recorded that MTN shall require that such
MTN Zakhele Futhi Shareholder’s mandate agreement with the relevant CSDP recognises the relevant terms and
restrictions in respect of such MTN Zakhele Futhi Share as contained in the Relationship Agreement and the MTN
Zakhele Futhi MOI; and
–– it shall not give any instructions to its CSDP which would constitute or result in a contravention of the Relationship
Agreement or the MTN Zakhele Futhi MOI.
During the BEE Listing Period, where an MTN Zakhele Futhi Share is held as a Dematerialised Share: (i) the relevant
MTN Zakhele Futhi Shareholder’s mandate agreement with the person providing custody and administration services
in respect of such Dematerialised Share (including any nominee or intermediary of such service provider) must be
an Approved Nominee and shall accordingly be required to recognise the restrictions imposed upon the holding
and/or transfer of such MTN Zakhele Futhi Share; and (ii) the relevant MTN Zakhele Futhi Shareholder shall not give any
instruction to its broker or CSDP (or any nominee or intermediary thereof or Nominee Holder) which would constitute or
result in a contravention of the provisions of the BEE Listing Terms and Conditions.
In the event that in breach of the Relationship Agreement (or otherwise), MTN Zakhele Futhi Shares are held as Certificated
Shares during the Empowerment Period, specific provisions apply, including that such Certificated Shares may be required
to be Dematerialised. In this regard, see clause 8.1 of the Relationship Agreement for further details.
12.3.2 During the Minimum Investment Period
With limited exceptions for death and involuntary liquidation/sequestration, no MTN Zakhele Futhi Shareholder
(other than as contemplated in paragraph 13 of this Section 2) shall at any time during the Minimum Investment Period
Dispose of or Encumber any MTN Zakhele Futhi Share held by it or any beneficial interest therein, or otherwise cease to
be the Beneficial Holder thereof.
12.3.3 After the Minimum Investment Period
MTN and MTN Zakhele Futhi shall use their respective good faith endeavours (but otherwise without any liability or
obligation) to procure the BEE Listing on and from the end of the Minimum Investment Period for the purpose of
facilitating trading in MTN Zakhele Futhi Shares, subject at all times to the restrictions imposed upon the transfer of
ownership of such shares in terms of the Relationship Agreement and the MTN Zakhele Futhi MOI.
In acknowledgement and furtherance of the MTN SA Group’s imperative to procure and maintain an optimal BEE rating
under the BEE Legislation, each of the MTN Zakhele Futhi Shareholders agree and undertake in favour of MTN that, upon
the conclusion of the Minimum Investment Period and for the remainder of the Empowerment Period: (i) no MTN Zakhele
Futhi Shareholder shall Encumber any MTN Zakhele Futhi Share (or beneficial interest therein) held by it; and (ii) MTN
Zakhele Futhi Shares (or beneficial interest therein) shall be transferable only to Eligible MTN Zakhele Futhi Shareholders
as set out below:
• After the Minimum Investment Period: (i) only Eligible MTN Zakhele Futhi Shareholders may be Beneficial Holders
of MTN Zakhele Futhi Shares and only Approved Nominees may be Nominee Holders of MTN Zakhele Futhi Shares,
and no transfer of any beneficial interest or nominee holding shall be permitted unless such transfer has first been
approved in writing by either MTN or the ESTC (which approval shall not be unreasonably withheld or delayed)
pursuant to its consideration of any proposed transfer and subject to its verification of the BEE Status of the proposed
transferee; (ii) MTN may, or the ESTC may, acting reasonably, at any time withdraw the BEE verification status of any
person, on notice to such person, whereupon such person shall cease to be classified as an Eligible MTN Zakhele
Futhi Shareholder and/or Verified MTN Zakhele Futhi Shareholder, as the case may be; and (iii) during the BEE Listing
Period, only Verified MTN Zakhele Futhi Shareholders may be Beneficial Holders of MTN Zakhele Futhi Shares (and any
holding in conflict with this will accordingly breach this provision) and only Approved Nominees may be Nominee
Holders of MTN Zakhele Futhi Shares, and no Disposal may be effected inconsistent with this provision.
• During the Empowerment Period the ESTC shall consider and approve or decline any proposed transfer pursuant
to a Disposal of MTN Zakhele Futhi Shares (or beneficial interests therein), and shall accordingly regulate, or procure
the regulation of, the registration of any such transfer. If for any reason and for so long as the ESTC is not or ceases to
be constituted, then the rights and obligations of the ESTC shall be fulfilled by MTN Zakhele Futhi, or one or more
persons appointed by it on its behalf.
• During the BEE Listing Period: (i) the Disposal of the MTN Zakhele Futhi Shares (or beneficial interests therein) shall be
subject to the provisions of the Relationship Agreement, the MTN Zakhele Futhi MOI and certain verification terms
and conditions; (ii) no MTN Zakhele Futhi Shares (or beneficial interests therein) shall be approved for Disposal or
transferred where, in the good faith opinion of MTN or the ESTC, such transfer will or might or is reasonably likely

65
 to result in a breach of any of the provisions of the Relationship Agreement, the MTN Zakhele Futhi MOI and certain
verification terms and conditions.
12.3.4 Invalid holders of MTN Zakhele Futhi Shares
To the extent that at any time during the Empowerment Period, and for whatever reason (whether intentionally,
negligently or accidentally), and for so long as any MTN Zakhele Futhi Share (or beneficial interest therein) is transferred
to or held by any person as Beneficial Holder who is not an Eligible MTN Zakhele Futhi Shareholder or a Verified MTN
Zakhele Futhi Shareholder (as the case may be) and/or to any Nominee Holder who is not an Approved Nominee
(“the Non-qualifying Holder”), such MTN Zakhele Futhi Share shall, unless MTN expressly permits otherwise in writing,
result in such Non-qualifying Holder being deemed, on the date on which such MTN Zakhele Futhi Share (or beneficial
interest therein) was transferred to such Non-qualifying Holder:
• to have ceded to MTN or its nominee/s all rights to any dividend, distribution, or payment or other economic benefit
by virtue of the holding of that MTN Zakhele Futhi Share; and
• to have ceded to MTN or its nominee/s any voting rights attaching to such MTN Zakhele Futhi Share pursuant to the
Relationship Agreement or the MTN Zakhele Futhi MOI and to have irrevocably appointed MTN or its nominee as
proxy for the exercise of such voting rights.

12.4 Death
12.4.1 Death of a Black Person
In the event of the death during the Empowerment Period of an MTN Zakhele Futhi Shareholder who is a Black Person,
the executor of the deceased MTN Zakhele Futhi Shareholder’s estate shall be entitled to transfer the relevant MTN
Zakhele Futhi Shares to such MTN Zakhele Futhi Shareholder’s heir, provided that such person is an Eligible MTN Zakhele
Futhi Shareholder (as approved by the ESTC) or a Verified MTN Zakhele Futhi Shareholder.
If the heir is not an Eligible MTN Zakhele Futhi Shareholder or a Verified MTN Zakhele Futhi Shareholder, the heir and/
or the executor shall be permitted (and obligated) to transfer the relevant MTN Zakhele Futhi Shares to an Eligible MTN
Zakhele Futhi Shareholder (as approved by the ESTC) or a Verified MTN Zakhele Futhi Shareholder within a period of
120 days from the date of death.
Failure by the deceased MTN Zakhele Futhi Shareholder’s executor to comply with the above provisions shall result in a
Call Event. Please see paragraph 12.6 of this Section 2 of the Prospectus for further details in relation to a Call Event.
12.4.2 Death of a member of a Black Group
In the event of the death of a shareholder, member, participant and/or beneficiary of a Black Group which is an MTN
Zakhele Futhi Shareholder, as a result of which:
• during the Minimum Investment Period, the MTN Zakhele Futhi Shareholder fails to maintain its BEE Status or no
longer qualifies as a Black Group; or
• after the Minimum Investment Period, but during the Empowerment Period, the MTN Zakhele Futhi Shareholder fails
to qualify as a Black Group,
then, the MTN Zakhele Futhi Shareholder shall have a period of 120 days to remedy the breach caused by such death or
to transfer the MTN Zakhele Futhi Shares held by it to and Eligible MTN Zakhele Futhi Shareholder (as approved by the
ESTC) or a Verified MTN Zakhele Futhi Shareholder.
Failure by the MTN Zakhele Futhi Shareholder to comply with the above provisions, or the breach caused by the death has
not otherwise been remedied within 120 days from the date of the death in question, shall result in a Call Event. Please see
paragraph 12.6 of this Section 2 of the Prospectus for further details in relation to a Call Event.

12.5 Involuntary sequestration/liquidation

12.5.1 Involuntary sequestration of a Black Person
In the event of an MTN Zakhele Futhi Shareholder who is a Black Person being involuntarily sequestrated
(whether provisionally or finally) during the Empowerment Period, the MTN Zakhele Futhi Shares held by such
sequestrated MTN Zakhele Futhi Shareholder shall be permitted and required to be transferred by the MTN Zakhele
Futhi Shareholder and/or the trustee of such MTN Zakhele Futhi Shareholder’s estate to an Eligible MTN Zakhele Futhi
Shareholder (as approved by the ESTC) or a Verified MTN Zakhele Futhi Shareholder within a period of 120 days from
the date of provisional or final sequestration (whichever is the earlier), unless the sequestration order is set aside within
120 days.
Failure by the MTN Zakhele Futhi Shareholder and/or the MTN Zakhele Futhi Shareholder’s trustee to comply with the
above provisions shall result in a Call Event. Please see paragraph 12.6 of this Section 2 of the Prospectus for further details
in relation to a Call Event.

66
 12.5.2 Involuntary liquidation of a Black Group
In the event that an MTN Zakhele Futhi Shareholder which held MTN Zakhele Futhi Shares as a Black Group is involuntarily
liquidated (whether provisionally or finally), and as a result of which:
• during the Minimum Investment Period, it fails to maintain its BEE Status or no longer qualifies as a Black Group, as the
case may be; or
• after the Minimum Investment Period, but during the Empowerment Period, it no longer qualifies as a Black Group,
then the MTN Zakhele Futhi Shareholder (and/or its liquidator) shall have a period of 120 days to remedy the breach
caused by such events or to transfer the MTN Zakhele Futhi Shares held by it to an Eligible MTN Zakhele Futhi Shareholder
(as approved by the ESTC) or a Verified MTN Zakhele Futhi Shareholder unless the liquidation order is set aside within such
120-day period.
Failure by the MTN Zakhele Futhi Shareholder and/or its liquidator to comply with the above provisions shall result in a
Call Event. Please see paragraph 12.6 of this Section 2 of the Prospectus for further details in relation to a Call Event.

12.6 Call option in favour of MTN

A “Call Event” shall arise in respect of an MTN Zakhele Futhi Shareholder, if, at any time prior to the end of the Empowerment
Period, the MTN Zakhele Futhi Shareholder:
• has misrepresented or misstated its/his/her BEE Status; or
• has made a fraudulent, untrue or inaccurate statement in the Application Form submitted to MTN Zakhele Futhi in terms of
the MTN Zakhele Futhi Public Offer or in any supporting documents, or if any information contained in the Application Form
submitted to MTN Zakhele Futhi in terms of the MTN Zakhele Futhi Public Offer cannot be verified to MTN’s satisfaction; or
• has made or given a fraudulent, untrue or inaccurate confirmation or representation in connection with the election to acquire
MTN Zakhele Futhi Shares under the MTN Zakhele Unwinding Scheme, or its relevant information (including as to BEE Status)
cannot be verified to MTN’s satisfaction; or
• has made a fraudulent, untrue or inaccurate statement in respect of any transfer or proposed transfer of MTN Zakhele Futhi
Shares (or beneficial interest therein), or in any documents supporting such transfer or proposed transfer, or any information
provided to the ESTC and/or any other service provider in respect of any transfer of MTN Zakhele Futhi Shares (or beneficial
interest therein) cannot thereafter be verified to MTN’s satisfaction; or
• has made a fraudulent, untrue or inaccurate statement in respect of any other documentation or information submitted to
MTN, MTN Zakhele Futhi, the ESTC and/or any other service provider, as may be required under the Relationship Agreement, or
any such information cannot be verified to MTN’s satisfaction; or
• commits an act, or there arises an event or circumstance (howsoever arising), constituting or resulting in a breach by or in
respect of such MTN Zakhele Futhi Shareholder (and/or the MTN Zakhele Futhi Shares and/or beneficial interests held by
it) of key provisions of the Relationship Agreement (including those summarised in paragraphs 12.2, 12.3, 12.4 and 12.5 of
this Section 2 of the Prospectus), and fails to remedy any such breach within the time period (if any) provided or, if no such
express remedy period is provided, within 30 days of receiving written notice from MTN or MTN Zakhele Futhi to do so (or such
additional period as MTN may agree to in writing).
If and for so long as the Call Event persists, your rights to receive dividends and to vote your MTN Zakhele Futhi Shares
will immediately be deemed to have been ceded to MTN or its nominee/s, unless MTN expressly agrees otherwise.
Furthermore, for so long as the Call Event persists, MTN shall be entitled, but not obliged, by giving written notice to the relevant
MTN Zakhele Futhi Shareholder (or its Nominee Holder, if applicable) to that effect to require such MTN Zakhele Futhi Shareholder
and/or Nominee Holder to sell to MTN all its MTN Zakhele Futhi Shares (and/or beneficial interests therein), or such number thereof
as MTN may elect (“Call Shares”) and the MTN Zakhele Futhi Shareholder and/or Nominee Holder shall be obliged to sell the
Call Shares to MTN (or its nominee), and MTN Zakhele Futhi shall procure that the MTN Zakhele Futhi MOI contain such obligation
to sell.
The Call Shares shall be acquired by MTN at a price equal to:
• the Call Reference Price, in relation to a failure to transfer the relevant Call Shares following the death of an MTN Zakhele Futhi
Shareholder who is a Black Person; or
• a 10% discount to the Call Reference Price, in relation to the death of a member of a Black Group, and the involuntary
sequestration of a Black Person; or
• at a 40% discount to the Call Reference Price in respect of the involuntary liquidation of a Black Group; or
• in other instances (including voluntary liquidation or sequestration), at a discount ranging between 70% and 25% of the Call
Reference Price, depending on whether the relevant Call Event occurs between the first and second years (70%), the third and
fourth years (50%), the fifth and sixth years (40%) or the seventh and eighth years (25%) of the Empowerment Period,

67
 provided that in each such case if the Call Event arises from a fraudulent act or wilful misrepresentation by or on
behalf of the MTN Zakhele Futhi Shareholder, the purchase price will be the lesser of the price determined above
and the price paid by the MTN Zakhele Futhi Shareholder for the relevant Call Shares.
The “Call Reference Price” shall be the value of the MTN Zakhele Futhi Shares as agreed between MTN and the relevant MTN
Zakhele Futhi Shareholder on the relevant date applicable to the Call Shares, provided that such determination shall, inter alia:
(i) include a discount for no or limited liquidity of 10%; (ii) value the MTN Shares (as an asset held by MTN Zakhele Futhi) at the
30 Trading Day VWAP on the relevant date, and (iii) while the MTN Zakhele Futhi Shares are listed on the JSE, not exceed the
30 Trading Day VWAP of such shares on the JSE on the relevant date.
For purposes of expediting potential sales and transfers of Call Shares, MTN and MTN Zakhele Futhi may, from time to time, by
written recordal determine the Call Reference Price as at a stipulated date “Valuation Date” and may do so with regard to such
professional advice as they consider appropriate. Alternatively, MTN may appoint an investment bank agreed to by MTN Zakhele
Futhi to determine the Call Reference Price at the Valuation Date.
If MTN and the relevant MTN Zakhele Futhi Shareholder are unable to agree on the Call Reference Price on any particular date, the
Call Reference Price shall, at MTN’s election:
• be the Call Reference Price (if any) determined between MTN and MTN Zakhele Futhi referred to above, provided that the
Valuation Date is within a 6 month period before or after the relevant date applicable to the Call Shares and where there is
more than one such determination within this period, the determination nearest in time to the relevant date applicable to the
Call Shares; or
• be determined by way of final and binding expert determination, which expert shall be an investment bank with experience
in the telecommunications industry.
The Call Reference Price, and resulting sale under the call option, will be effected with effect from the date of the Call Event or
the date on which MTN exercises its call option rights, as MTN may determine. MTN shall, on written notice to MTN Zakhele Futhi
from time to time, be entitled to: (i) exercise its rights pursuant to the above provisions through one or more nominees; and/or
(ii) cede to any person all or any part of its rights and/or delegate its obligations to a third party pursuant to the above provisions.
Each MTN Zakhele Futhi Shareholder in respect of whom a Call Event arises undertakes to MTN not to Dispose of its MTN Zakhele
Futhi Shares at any time while such Call Event persists, other than pursuant to an exercise by MTN of the call option or with MTN’s
prior written permission, and agrees that it shall not be entitled to (and shall account on demand to MTN for) any gain or profit
made by it from any disposal made in breach of this undertaking.

12.7 Refinancing and rebalancing subscriptions

The funding provided to MTN Zakhele Futhi under the MTN Zakhele Futhi Pref Shares (and the related liabilities and obligations
under the Finance Documents) have a scheduled maturity on or about the fifth anniversary of the Effective Date of the MTN Zakhele
Futhi Offer (“Initial Scheduled Maturity Date”), and are required to be settled in full at such time, whereas the Empowerment Period
and the scheduled maturity of the Notional Vendor Finance from MTN (and related liabilities and obligations in respect thereof) are
both 8 years after the Effective Date of the MTN Zakhele Futhi Offer.
The overriding objective for MTN in facilitating the 2016 MTN BEE Transaction is for MTN Zakhele Futhi, as a Black Company,
(i) to obtain a material shareholding in MTN and for MTN Zakhele Futhi to maintain such shareholding for the duration of the
Empowerment Period such that the MTN SA Group derives all or a meaningful portion of its empowerment status (as regards
equity ownership) from such shareholding, and (ii) commercially it is the parties common intention, in the future, for the third party
financing to either be extended or otherwise amended or refinanced so as to have such third party financing endure until, and
have a scheduled maturity at, the end of the Empowerment Period.
Accordingly, MTN Zakhele Futhi has agreed in favour of MTN that:
• save to extent that MTN may notify MTN Zakhele Futhi otherwise, following the expiry of a period of three years and one day
after the date of issue of the MTN Zakhele Futhi Pref Shares, as and when market circumstances may thereafter permit but in
any event prior to the Initial Scheduled Maturity Date, MTN Zakhele Futhi will use all reasonable endeavours and as permitted
and under and in terms of the Finance Documents to procure, through a Refinancing, that it has committed third party funding
in place for the full duration of the Empowerment Period in such manner that does not result in MTN Zakhele Futhi Disposing
of any MTN Shares held by it, which Refinancing may be effected by MTN Zakhele Futhi through inter alia (i) an extension of
the Initial Scheduled Maturity Date of the MTN Zakhele Futhi Pref Shares to the end of the Empowerment Period and/or (ii)
the issue of new or additional preference shares and/or (iii) loans or other form of debt instrument and/or (iv) other forms of
funding approved by MTN (all such being "the Replacement Funding"), which Replacement Funding (i) is on terms, conditions
and rates approved by MTN and (ii) is effected strictly in accordance with, and subject to, the terms and conditions of the
Finance Documents;
• if at any time and for any reason during the Empowerment Period any or all of the MTN Shares held by MTN Zakhele Futhi are
Disposed of, including any voluntary or involuntary Disposal as a result of the third party funding being or becoming due and
payable (including as a result of a failure to refinance (as contemplated above) all or any part thereof in circumstances where
the relevant terms, conditions and/or funding rates were not approved by MTN), MTN shall have the right at any time thereafter
(but shall not be obligated) during the Empowerment Period on written notice to MTN Zakhele Futhi to require MTN Zakhele
Futhi to subscribe for (or purchase) MTN Shares at the R0.0001 per MTN Share, and correspondingly to increase the Notional

68
 Vendor Finance, in such number as may be up to, but not in excess of, the number of MTN Shares which have been Disposed,
in each such case as further provided for in the Tranche 1 Subscription and Call Option Agreement.

13. MTN Zakhele Futhi Shares held by MTN or its nominees

If MTN and/or its nominee/s and/or subsidiary/ies designated in writing by MTN for this purpose at any time become the beneficial
and/or registered holder/s of any MTN Zakhele Futhi Shares, for whatever reason, including as envisaged under paragraph 12.6 of this
Section 2 of the Prospectus and/or as a result of the MTN Underwrite Option, MTN and/or its nominee/s and/or its subsidiary/ies shall
hold such MTN Zakhele Futhi Shares as “Warehousing MTN Zakhele Futhi Shareholders” and shall be exempt from the provisions of the
Relationship Agreement and the MTN Zakhele Futhi MOI regulating the transfer of MTN Zakhele Futhi Shares and the restrictions upon the
holding of such shares only by Black Participants.

14. MTN representation on MTN Zakhele Futhi Board

During the Empowerment Period, MTN shall be entitled to appoint, remove and replace two of the five directors to the MTN Zakhele Futhi
Board (and their respective alternates). At all times, at least one such MTN Zakhele Futhi Director must be a Black Person.

15. Maximum permitted shareholding in MTN Zakhele Futhi

Save as may be permitted by MTN, no MTN Zakhele Futhi Shareholder may at any time hold any MTN Zakhele Futhi Shares (or beneficial
interest therein) which, when such shares are aggregated with the holdings of and/or beneficial interests in MTN Zakhele Futhi Shares
held by: (i) all persons related or inter-related to such MTN Zakhele Futhi Shareholder (as contemplated in section 2, read with section 3
of the Companies Act) (“Connected Persons”), and/or (ii) any other person/s who is/are acting in concert with such MTN Zakhele Futhi
Shareholder (i.e. co-operating for the common purpose in relation to the direct or indirect exercise of control of or the influence of votes
in relation to MTN Zakhele Futhi) (“Concert Parties”), exceed 15% of the issued MTN Zakhele Futhi Shares or such higher percentage
as MTN may notify to MTN Zakhele Futhi from time to time (“the Maximum Shareholding Limit”). This prohibition on holding MTN
Zakhele Futhi Shares in excess of the Maximum Shareholding Limit applies jointly and severally to each relevant Connected Person and
Concert Party to the extent that such person is, by separate application of the provision with reference to it, also in breach of the Maximum
Shareholding Limit.
If the Maximum Shareholding Limit is breached:
• MTN may, in its sole discretion, identify those MTN Zakhele Futhi Shares (and/or relevant beneficial interests therein) that are held in
excess of the Maximum Shareholding Limit (“the Unauthorised Excess Shares”) and the relevant MTN Zakhele Futhi Shareholder
and/or Nominee Holder who holds such shares or beneficial interests and notify MTN Zakhele Futhi accordingly;
• once a notice has been issued to MTN Zakhele Futhi and until it is withdrawn or the breach is remedied, the relevant MTN Zakhele
Futhi Shareholder shall, unless MTN directs otherwise, be deemed:
–– to have ceded to MTN or its nominee/s all rights to any dividend, distribution or payment or other economic benefit by virtue of
holding the Unauthorised Excess Shares;
–– to have ceded to MTN or its nominee/s any voting rights attaching to the Unauthorised Excess Shares and to have irrevocably
appointed MTN or its nominee as proxy for the exercise of such voting rights; and
• MTN may require the sale or other outright disposal of all or any of the Unauthorised Excess Shares by the issue of a written transfer
notice to the relevant MTN Zakhele Futhi Shareholder. If the requirements of the transfer notice are not complied with by the relevant
MTN Zakhele Futhi Shareholder (or its Nominee Holder, if applicable) within 28 days of receipt of the transfer notice, in MTN’s sole
discretion (a) MTN may sell the specified Unauthorised Excess Shares (or any lesser number thereof) in such manner and on such terms
as it in its absolute discretion determines or (b) a Call Event shall occur in respect of the Unauthorised Excess Shares (or part thereof
notified by MTN). Please see paragraph 12.6 of Section 2 of this Prospectus for further details in relation to a Call Event.
Save as may be permitted by MTN in writing, no MTN Zakhele Futhi Shareholder may offer to Acquire (including by scheme of
arrangement) or enter into any agreement (whether conditional or unconditional) to Acquire, any MTN Zakhele Futhi Shares if, as a result
of that Acquisition or upon implementation of the relevant Acquisition agreement, the Maximum Shareholding Limit would be breached
by such MTN Zakhele Futhi Shareholder or by any of its Connected Persons or Concert Parties. (“Acquire” and “Acquisition”, as used here,
is as defined in the Relationship Agreement.)

16. CONDITIONS PRECEDENT AND IMPLEMENTATION

Please see paragraph 1.6 of Section 4 of the Prospectus for a summary of the Transaction Conditions Precedent which apply to the 2016
MTN BEE Transaction (and the MTN Zakhele Futhi Public Offer) and of the implementation process for the 2016 MTN BEE Transaction
(and the MTN Zakhele Futhi Public Offer).

69
SECTION 3: STATEMENTS AND REPORTS RELATING TO THE MTN ZAKHELE FUTHI PUBLIC OFFER

1. STATEMENT AS TO ADEQUACY OF CAPITAL [reg 74]

The MTN Zakhele Futhi Directors are of the opinion that the issued share capital and working capital of MTN Zakhele Futhi will be adequate
for the purpose of the business of MTN Zakhele Futhi, for at least 12 months after the date of this Prospectus.

2. REPORT BY MTN ZAKHELE FUTHI DIRECTORS AS TO MATERIAL CHANGES [reg 75]

The MTN Zakhele Futhi Directors report that, other than in the ordinary course of business and in terms of this Prospectus, there has been
no material change in the assets or liabilities of MTN Zakhele Futhi since the date of incorporation on 21 June 2016 until the issue date of
this Prospectus.

3. STATEMENT AS TO LISTING ON STOCK EXCHANGE [reg 76]

No application has been made for the listing of the MTN Zakhele Futhi Shares for purposes of the MTN Zakhele Futhi Offer.

4. REPORT BY AUDITOR WHERE BUSINESS UNDERTAKING TO BE ACQUIRED [reg 77]

The proceeds of: (i) the MTN Zakhele Futhi Public Offer and the MTN Loan Claim, (ii) the MTN Underwrite Option (if applicable),
(iii) the MTN Subordinated Loan (Equity Top-up) (if applicable), and (iv) the issue of the MTN Zakhele Futhi Pref Shares are to be used to
acquire MTN Shares constituting up to approximately 4.0% of MTN’s issued share capital, on a Fully Diluted Basis. Although these do not
constitute a business undertaking for purposes of Regulation 77, a report by the Independent Registered Auditor of MTN on:
• the profits or losses of MTN in respect of each of the three financial years preceding the date of this Prospectus (i.e. 31 December 2015,
31 December 2014 and 31 December 2013) and for the six month periods ended 30 June 2016 and 30 June 2015; and
• the assets and liabilities of MTN at the last date to which the financial statements of MTN were made out (31 December 2015) and at
the six month periods ended 30 June 2016 and 30 June 2015, respectively,
is nevertheless attached hereto as Annexure 4, together with MTN’s consolidated historical financial information as Annexure 3.

5. REPORT BY AUDITOR WHERE THE COMPANY WILL ACQUIRE A SUBSIDIARY [reg 78]
The acquisition by MTN Zakhele Futhi of the MTN Shares in terms of the 2016 MTN BEE Transaction does not result in MTN becoming
a subsidiary of MTN Zakhele Futhi.

6. REPORT BY AUDITOR OF MTN ZAKHELE FUTHI [reg 79]

MTN Zakhele Futhi was incorporated on 21 June 2016 and has not yet, as at the Last Practicable Date, completed its first financial year since
incorporation.
Consequently, MTN Zakhele Futhi has not yet produced annual financial statements and as a result historical financial information for the
Company is not available.
The MTN Zakhele Futhi Directors have appointed SizweNtsalubaGobodo Inc. as the auditors to MTN Zakhele Futhi who confirm this
statement in the Independent Registered Auditor’s report contained in Annexure 2 to this Prospectus.

70
SECTION 4: ADDITIONAL MATERIAL INFORMATION

1. ABOUT THE 2016 MTN BEE TRANSACTION

1.1 The 2016 MTN BEE Transaction mechanics

In 2010, MTN implemented the MTN Zakhele BEE Transaction in terms of which, inter alia, (i) MTN Zakhele issued MTN Zakhele Shares
to qualifying members of the Black Public; and (ii) MTN Zakhele acquired and/or subscribed for MTN Shares, up to a maximum of
4% of the then issued share capital of MTN (using a combination of equity funding, vendor facilitation through a donation from
MTN, notional vendor finance from MTN and third-party preference share funding).
The MTN Zakhele BEE Transaction was established as a 6-year scheme, with the requirement for MTN Zakhele Shareholders to be
(and remain) qualifying black persons and groups to endure until, and for the funding to mature on, 24 November 2016, being
the 6th anniversary of the start of the scheme. Accordingly, on 24 November 2016 MTN Zakhele is obliged to settle its third party
preference share funding and the notional vendor finance from MTN in full, and the MTN Zakhele Shares will become tradable
without restrictions relating to the BEE Status of its holders.
The MTN Zakhele Unwinding Scheme as part of the MTN Zakhele Integrated Unwind will provide for the settlement of MTN
Zakhele’s funding obligations and the distribution of its residual assets (after providing for expenses of and relating to the
unwinding and associated taxes and tax contingencies) to MTN Zakhele Shareholders in accordance with their elections under the
MTN Zakhele Unwinding Scheme. Should the 2016 MTN BEE Transaction and the MTN Zakhele Unwinding Scheme proceed, MTN
Zakhele Shareholders will have the option to re-invest in the 2016 MTN BEE Transaction through the MTN Zakhele Re-investment
Offer.
MTN intends to implement the proposed 2016 MTN BEE Transaction through the following core elements: (i) the MTN Zakhele Futhi
Public Offer; (ii) the MTN Zakhele Re-investment Offer, should the MTN Zakhele Unwinding Scheme be implemented; (iii) MTN
Zakhele Futhi raising third party finance through the MTN Zakhele Futhi Pref Shares; (iv) MTN providing MTN Zakhele Futhi with
funding and vendor facilitation through, among others, the Notional Vendor Finance and the transaction discount provided by it;
and (v) the subscription for MTN Shares by MTN Zakhele Futhi using the funding raised through these sources.
MTN Zakhele Futhi will apply the proceeds of the subscription price of the MTN Zakhele Futhi Pref Shares (i.e. the preference share
funding raised by it), the equity raised in the MTN Zakhele Futhi Public Offer, any equity raised by it from MTN in respect of the MTN
Underwrite Option (if applicable), the Notional Vendor Finance from MTN, the monies received through the MTN Subordinated
Loan (Equity Top-up) (if applicable) and the MTN Loan Claim transferred to it by MTN Zakhele arising from the MTN Zakhele Re-
investment, to subscribe for new MTN Shares to be issued by MTN at an aggregate, effective 20% discount to the Transaction Share
Price.
If the MTN Zakhele Futhi Offer is fully subscribed and the aggregate equity raise is at or above the Target Equity Raise, the 2016 MTN
BEE Transaction is sized to be approximately 4.0% of MTN’s issued ordinary share capital on a Fully Diluted Basis. If the aggregate
equity raise is equal to or above the Minimum Equity Raise but below the Target Equity Raise, the 2016 MTN BEE Transaction may
be scaled back and/or may be additionally facilitated by MTN, or it may not be implemented at all. (For further information on these
scenarios, please see paragraphs 1.2.2. and 4 of Section 2.) To the extent however that the aggregate equity raised from: (i) the Black
Public in the MTN Zakhele Futhi Public Offer; and (ii) the level of MTN Zakhele Re-investment is less than the Minimum Equity Raise,
the 2016 MTN BEE Transaction will not be implemented. The 2016 MTN BEE Transaction will also not be implemented if the cash
component of the monies raised is less than the Minimum Cash Raise.
If implemented, and by way of a high level summary for purposes of this Prospectus, the 2016 MTN BEE Transaction will be
implemented on the Closing Date via a series of interlinked steps outlined below:
Step 1: MTN Zakhele Futhi undertakes the MTN Zakhele Futhi Public Offer in respect of MTN Zakhele Futhi Shares to raise up to
the Target Equity Raise, being R2 468.3 million. The equity capital raising exercise is anticipated to be concluded by MTN
Zakhele Futhi by 21 October 2016;
On the First Closing Date
Step 2: MTN Zakhele Futhi issues MTN Zakhele Futhi Shares to Black Participants under the MTN Zakhele Futhi Public Offer;
Step 3: MTN Zakhele Futhi applies the proceeds of the subscription price of the MTN Zakhele Futhi Pref Shares, the equity raised
in the MTN Zakhele Futhi Public Offer and, if applicable, pursuant to the issue of the MTN Zakhele Futhi Underwrite Shares
to MTN, and/or the MTN Subordinated Loan (Equity Top-up), to subscribe for the MTN Tranche 2 Subscription Shares at
the MTN Tranche 2 Subscription Price in terms of the MTN Tranche 2 Subscription Agreement;

71
 Step 4: MTN Zakhele Futhi subscribes for the MTN Tranche 1 Subscription Shares at the MTN Tranche 1 Subscription Price in terms
of the MTN Tranche 1 Subscription and Call Option Agreement;
On the Second Closing Date
Step 5: MTN implements the MTN Zakhele Specific Repurchase in consideration for the MTN Repurchase Cash and the MTN Loan
Claim;
Step 6: MTN Zakhele applies the Repurchase Cash received in Step 5 to pay the final dividend due on the MTN Zakhele Pref
Shares, to redeem the MTN Zakhele Pref Shares and to pay and provide for various expenses, taxes and tax provisions;
Step 7: MTN Zakhele repays MTN the balance of the notional vendor finance (owing under the Existing MTN Tranche 1 Subscription
and Call Option Agreement) through the MTN Zakhele NVF Specific Repurchase;
Step 8: Assuming that the MTN Zakhele Unwinding Scheme is approved and becomes operative, MTN Zakhele repurchases
(and  cancels) on the applicable operative date of the MTN Zakhele Unwinding Scheme that number of a Scheme
Participant’s MTN Zakhele  Shares in respect of which a Scheme Participant elected (or is deemed to have elected) to
receive MTN Shares and/or the cash consideration, in consideration for the Scheme Participant being granted (i) the right
to its corresponding proportionate interest in MTN Zakhele's net assets, which right will be settled by delivery of MTN
Shares and/or payment of cash, as the case may be, on the relevant settlement date in accordance with the provisions of
the MTN Zakhele Unwinding Scheme and the relevant shareholder elections; and (ii) to the extent applicable, the right to
payment of the MTN Zakhele Tax Cash Top-Up Amount on the relevant settlement date. R20.00 per MTN Zakhele Share
will be distributed by MTN Zakhele to such Scheme Participants as a return of “contributed tax capital” (as that term is
defined in section 1 of the Income Tax Act), with the balance of the distribution comprising a distribution of profits;
Step 9: MTN Zakhele then transfers its rights (whether actual, prospective or contingent), assets (other than the MTN Loan Claim,
a loan claim against Wind-up Co arising from the sale of certain MTN Shares to it, and the MTN Zakhele Futhi Shares to
which it may become entitled pursuant to the Loan Transfer and Cession Agreement and the net assets of MTN Zakhele
to which Scheme Participants are proportionately entitled) and liabilities (whether actual, prospective or contingent, but
excluding its obligations to settle the MTN Zakhele Scheme Consideration) to Wind-up Co pursuant to the Winding-up
Transfer Agreement;
Step 10: In contemplation of MTN Zakhele’s winding-up, and immediately after the transfer and cession contemplated in Step 9,
MTN Zakhele will pursuant to section 44 of the Income Tax Act sell and transfer the MTN Loan Claim pursuant to the
Loan Transfer and Cession Agreement, in consideration for the issue by MTN Zakhele Futhi of MTN Zakhele Futhi Shares
to MTN Zakhele. MTN Zakhele will then pursuant to section 44 of the Income Tax Act distribute the MTN Zakhele Futhi
Shares to the remaining Scheme Participants (to the extent of the allocation to them of MTN Zakhele Futhi Shares) as full
consideration (save, potentially, for the MTN Zakhele Tax Cash Top-up Amount) for the repurchase and cancellation of their
MTN Zakhele Shares on the Operative Date of the MTN Zakhele Unwinding Scheme;
Step 11: MTN Zakhele Futhi applies the MTN Loan Claim to subscribe for the MTN Tranche 3 Subscription Shares in terms of the
MTN Tranche 3 Subscription Agreement at the MTN Tranche 3 Subscription Price; and
Step 12: Following an orderly market sales process, MTN Zakhele disposes of the MTN Shares held by it in respect of which MTN
Zakhele Shareholders who elected (or  are deemed to have elected) to receive cash and, on the relevant settlement
date, remits the net cash raised through this market sale process to such Scheme Participants in settlement of their MTN
Zakhele Scheme Consideration (or relevant portion thereof, as the case may be).
(Note: These steps are summarised on the basis that the MTN Zakhele Futhi Public Offer is fully subscribed, and that no adjustments
are made as contemplated in paragraph 1.2.2 of this Section 4 of the Prospectus. Step 1 occurs prior to the Closing Date.
Steps 8, 9, 10, 11 and 12 will only be implemented if all of the General Scheme Conditions are satisfied and/or waived, and MTN
Zakhele Unwinding Scheme becomes operative.) The following table illustrates such steps diagrammatically:

72
 MTN ZAKHELE UNWIND 2016 MTN BEE TRANSACTION

BFC2 Pref
BFC Funders Shareholders
Black Public
MTN Zakhele
12 Shareholders 1 BFC2
Following Scheme of arrangment to repurchase and Equity raised from Black
market sale 8 cancel all MTN Zakhele Shares (excluding one Participants in terms 3
process, of MTN Zakhele Futhi
6 distribution
share held by MTN Holdings). Those electing
Public Offer Third-party
the Re-Investment Option will receive MTN preference share
Settlement of preference of cash to Zakhele Futhi Shares in terms of Step 10
MTN Zakhele funding
share funding and Shareholders Amalgamation of MTN Zakhele and MTN Zakhele
2 MTN Zakhele Futhi
Shares issued to the
other liabilities using electing cash Futhi in terms of section 44 of Income Tax Act Black Participants
Repurchase Cash consideration 10 and transfer of MTN Loan Claim to MTN Zakhele
Futhi for MTN Zakhele Futhi Shares(which
are distributed to re-investing MTN Zakhele
Shareholders)
MTN Zakhele MTN Zakhele
Wind-up Co1 9 Futhi
Subscription for new MTN Shares
Transfer of certain assets and 3 (Tranche 2) using equity raised from
liabilities from MTN Zakhele to MTN Zakhele Futhi Public Offer and
Wind-up Co to facilitate MTN BFC2 Pref Shares
Zakhele Integrated Unwind

4 Subscription for new MTN Shares

(Tranche 1) pursuant to Notional
Repurchase of MTN Shares to settle Vendor Finance
7 notional vendor finance and release of all
remaining MTN Shares from security

Legend:
5 Repurchase of MTN Shares from MTN Zakhele
Cash flow for cash (Repurchase Cash) and on loan 11 Subscription for new MTN Shares utilising MTN Loan
Claim (Tranche 3)
Non-cash flow account (MTN Claim)

Note:
1. Wholly Owned subsidiary of MTN Holdings.

1.2 Salient details of the funding terms

Sources of funds1 R’million
Equity from MTN Zakhele Futhi Public Offer 1 000.0
Equity from MTN Zakhele Re-investment Offer 1 468.3
MTN Zakhele Futhi Pref Shares 2 418.5
Notional Vendor Finance2 3 051.2
Total 7 938.0

Uses of funds R’million

Costs and working capital 39.4
MTN Tranche 1 Subscription Shares (reflecting the Initial NVF Balance)2 3 051.2
MTN Tranche 2 Subscription Shares at the MTN Tranche 2 Subscription Price3 3 379.1
MTN Tranche 3 Subscription Shares to settle the MTN Loan Claim 1 468.3
Total 7 938.0
Notes:
1. Excludes the possible MTN Subordinated Loan and/or other funding adjustments as detailed in paragraph 1.2.2 of this Section 4 of the Prospectus, and assumes that
the MTN Zakhele Futhi Public Offer (in conjunction with the level of MTN Zakhele Re-investment) is fully subscribed and no such funding adjustments are made. The
amount set out in respect of MTN Zakhele Re-investment is include purely for illustrative purposes.
2. MTN Tranche 1 Subscription Shares are issued at par value but the Initial NVF Balance is calculated with reference to the Transaction Share Price.
3. Of the MTN Tranche 2 Subscription Shares, up to a maximum of 15 367 076 MTN Shares will be issued at par value and the balance of the Tranche 2 Subscription
Shares will be issued at the Transaction Share Price.

MTN Zakhele Futhi has concluded the relevant agreements to secure the requisite funding, subject to the fulfilment of the
applicable conditions, some of which are mentioned in paragraph 1.6 of this Section 4 of the Prospectus, to the advance of the
funding thereunder. The salient terms of such funding are set out, or referred to, below.
1.2.1 MTN Zakhele Futhi Pref Shares and the BFC2 Pref Shares
The BFC2 Pref Shares will, subject to the fulfilment of the relevant conditions, be raised in the market from the BFC2 Pref
Shareholders. The proceeds of the BFC2 Pref Shares will be applied by BFC2 in subscribing for the MTN Zakhele Futhi Pref
Shares issued by MTN Zakhele Futhi. The salient terms of the MTN Zakhele Futhi Pref Shares mirror those of the BFC2 Pref
Shares and are outlined in Annexure 5. The BFC2 Pref Shares (maximum R3 200 million) are required to be redeemed no
later than the date that falls five years after issue and earn a semi-annual dividend equal to 75% of Prime. As a condition

73
 precedent to advancing the preference share funding, in addition to the other conditions precedent contained in the
MTN Zakhele Futhi Pref Subscription Agreement, the Inception Total Share Cover Ratio is required to be at least 4.0 times.
The terms of the BFC2 Pref Shares are more fully summarised in Annexure 5.
1.2.2 Subordinated loans and/or funding scaling
In the event that the aggregate capital raised from the Black Public pursuant to the MTN Zakhele Futhi Public Offer and
pursuant to the MTN Zakhele Re-investment Offer is equal to or greater than the Minimum Equity Raise but is less than
the Target Equity Raise, then MTN will determine a target percentage holding for MTN Zakhele Futhi to hold in MTN
following completion of the 2016 MTN BEE Transaction and, having regard to this transaction sizing, thereafter determine
in its discretion, the following required transaction facilitations or adjustments which, in aggregate result in such target
percentage being achieved: (i) subscribe for such number of MTN Zakhele Futhi Underwrite Shares as the MTN Board may
determine; (ii) advance the MTN Subordinated Loan (Equity Top-up) to MTN Zakhele Futhi at a market-related interest
rate and on such further terms as are to the satisfaction of the MTN Board; and/or (iii) increase or decrease (as the case
may be) the Notional Vendor Finance; and/or (iv) increase or decrease the amount of the third party preference share
funding within the limits permitted under the Finance Documents. The number of MTN Shares issued under the Tranche
1 Subscription and Call Option Agreement and Tranche 2 Subscription Agreement will then be adjusted accordingly. After
all of the above facilitations and adjustments are made, the maximum total number of MTN Shares which MTN Zakhele
Futhi will subscribe for will be 76 835 378 and the minimum will be 38 417 689, representing respectively an approximate
maximum 4% and approximate minimum 2% shareholding in MTN when measured on a Fully Diluted Basis.
If the Inception Total Share Cover Ratio is less than 4.0 times, then the BFC2 Investors will not advance the required third
party preference share funding to BFC2 and consequently, BFC2 will not be able to subscribe for the MTN Zakhele Futhi
Pref Shares. However, if the Inception Total Share Cover Ratio is less than 4.0 times, MTN is entitled, but not obliged, to:
(i) elect that the 2016 MTN BEE Transaction will not proceed; or (ii) elect that the 2016 MTN BEE Transaction will proceed
but on the basis that the amount of the third party preference share funding will be decreased (or maintained as the
case may be) and/or that one or more of the following transaction facilitations will be made: (a) advance the MTN
Subordinated Loan (Ratio Cure) to MTN Zakhele Futhi at a market-related interest rate and on such further terms as are
to the satisfaction of the MTN Board; and/or (b) increase the Notional Vendor Finance (by increasing the number of MTN
Tranche 1 Subscription Shares issued); in each case under (ii) such that after such adjustments, MTN Zakhele Futhi is
able to meet the Inception Total Share Cover Ratio. The number of MTN Shares issued under the Tranche 1 Subscription
and Call Option Agreement and Tranche 2 Subscription Agreement will then be adjusted accordingly. After all of the
above facilitations and adjustments are made, the maximum total number of MTN Shares which MTN Zakhele Futhi will
subscribe for will be 76 835 378 and the minimum will be 38 417 689, representing respectively an approximate maximum
4% and approximate minimum 2% shareholding in MTN when measured on a Fully Diluted Basis.
Due to the transaction sizing, and the terms of the Implementation Agreement limiting the subscription to representing
a maximum of 49% of MTN Zakhele Futhi's post-transaction issued ordinary share capital, the maximum subscription
that the MTN Underwrite Option may involve is R1 209.4 million, representing just less than 12.5% of the 2016 MTN BEE
Transaction (being the difference between the Minimum Equity Raise and the Target Equity Raise).
During the term of the 2016 MTN BEE Transaction, if the relevant Total Share Cover Ratio or if the Volatility Protection
Share Cover Ratio falls below certain levels (which levels are calculated with reference to MTN’s consolidated total net
borrowings to adjusted consolidated EBITDA (excluding any goodwill impairment)), then MTN is entitled, but not obliged,
to advance a subordinated loan (top-up option) to MTN Zakhele Futhi and/or BFC2 at a market-related interest rate and
on such further terms to the satisfaction of the MTN Board (exercised in line with its fiduciary duties) to restore such Total
Share Cover Ratio and/or the Volatility Protection Share Cover Ratio to the required minimum levels, all in accordance with
the provisions of the Subordination and Undertaking Agreement. The reversionary security provided for the subordinated
loan will be the same as that provided for the other obligations to MTN, being the Reversionary Pledge and Cession and
the Reversionary Account Cession. This Total Share Cover Ratio top-up option is permitted no more than twice over the
term of the 2016 MTN BEE Transaction and no more than once in any 12-month period, unless otherwise agreed with the
Preference Share Agent, acting on the instructions of the BFC2 Pref Shareholders.
Subject to the provisions of the Subordination and Undertaking Agreement, the terms of any subordinated loan, which,
based on the above, may be advanced over the term of the 2016 MTN BEE Transaction, will be agreed between the
relevant parties at that time.
1.2.3 MTN subordination
In terms of the Subordination and Undertaking Agreement, MTN and each MTN Acceded Nominee (as such term is defined
in the MTN Zakhele Futhi MOI) has agreed to subordinate its claims against MTN Zakhele Futhi and BFC2 in favour of the
claims against such companies by BFC2 and the BFC2 Pref Shareholders. MTN’s and each MTN Acceded Nominee’s claims
against MTN Zakhele Futhi under the various Transaction Documents (including under any subordinated loan agreement
and under the MTN Tranche 1 Subscription and Call Option Agreement) are therefore limited by the subordination
provisions for so long as there remain amounts outstanding to BFC2 and/or the BFC2 Pref Shareholders.

74
 These subordination provisions impact, among others, the nature and timing of MTN’s ability to exercise the NVF Call
Option and the amounts in respect of which such option can be exercised (also refer to paragraph 1.4 of this Section 4
of this Prospectus).
MTN Zakhele Futhi has provided various undertakings to MTN which will help protect the assets in MTN Zakhele
Futhi under both the Relationship Agreement and the MTN Tranche 1 Subscription and Call Option Agreement. These
undertakings, among others, seek to ensure that MTN Zakhele Futhi is and remains a ring-fenced, limited purpose, vehicle
until such time as the third party funding liabilities and the NVF are discharged.
1.2.4 Notional Vendor Finance
Indivisibly with and as a condition for the subscription by MTN Zakhele Futhi for the MTN Tranche 1 Subscription Shares,
MTN Zakhele Futhi irrevocably grants to MTN the NVF Call Option to purchase from it (and to require MTN Zakhele Futhi
to sell and deliver to MTN) at a price of R0.0001 per MTN Share a variable number of MTN Shares equal in number to the
Maximum NVF Call Option Shares (as calculated from time to time under the MTN Tranche 1 Subscription and Call Option
Agreement) (fractions rounded down).
Except in limited circumstances which allow for the earlier exercise, the NVF Call Option is exercisable by MTN on or
after the NVF Call Option Trigger Date. MTN shall be entitled to: (i) exercise its rights under the NVF Call Option (in whole
or part) through one or more nominees; and/or (ii) cede and/or delegate to any person all or any part of its rights
and/or obligations in respect of an NVF Call Option (or any part thereof).

1.3 Subscriptions by MTN Zakhele Futhi for MTN Shares

1.3.1 Initial Specific Issue of MTN Shares to MTN Zakhele Futhi
On the implementation of the 2016 MTN BEE Transaction on the Closing Date, MTN will issue the following maximum
number of MTN Shares for cash to MTN Zakhele Futhi as set out below:
• a maximum of 51 863 881 MTN Shares will be issued at their par value of R0.0001 each (the MTN Tranche 1 Subscription
Price) for a maximum aggregate subscription price of R51 863.89, on the terms and conditions of the MTN Tranche 1
Subscription and Call Option Agreement;
• a maximum of 53 784 765 MTN Shares (the MTN Tranche 2 Subscription Shares) will be issued at the MTN Tranche 2
Subscription Price, for a maximum aggregate subscription price of R4 936 674 573.70, on the terms and conditions
of the MTN Tranche 2 Subscription Agreement (comprising a maximum of 38 417 689 MTN Shares for cash at the
Transaction Share Price and 15 367 076 MTN Shares at the par value of R0.0001 each (i.e. the MTN Tranche 2 Nominal
Subscription Shares)); and
• a maximum of 19 208 845 MTN Shares (the MTN Tranche 3 Subscription Shares) will be issued at the MTN Tranche 3
Subscription Price on the terms and conditions of the MTN Tranche 3 Subscription Agreement. MTN Zakhele Futhi
shall pay the MTN Tranche 3 Subscription Price to MTN by way of the cession and transfer of the MTN Loan Claim by
MTN Zakhele Futhi to MTN, following which the MTN Loan Claim will be extinguished by operation of law.
The maximum aggregate number of MTN Shares which MTN will issue to MTN Zakhele Futhi is 76 835 378, representing
approximately 4,0% of its issued share capital, on a Fully Diluted Basis.
The actual number of MTN Shares to be issued and allotted to MTN Zakhele Futhi pursuant to the MTN Tranche
1 Subscription and Call Option Agreement, the MTN Tranche 2 Subscription Agreement and the MTN Tranche 3
Subscription Agreement will be determined with reference to the aggregate equity capital raised from the MTN Zakhele
Futhi Public Offer and the MTN Zakhele Re-investment Offer, the aggregate amount of the funds raised from the issue of
the MTN Zakhele Futhi Pref Shares, and, if applicable, from MTN under the MTN Underwrite Option (if applicable) and/
or funding received from the MTN Subordinated Loan (Equity Top-up) (if applicable) and/or the amount of the Notional
Vendor Finance, in each such case as may be adjusted as contemplated in paragraph 1.2.2 of Section 4 of the Prospectus,
including any adjustments made as a result of having to meet the relevant Inception Total Share Cover Ratio.
The number of MTN Tranche 1 Subscription Shares ultimately initially issued by MTN (subject to the maximums above)
will determine the initial Notional Vendor Finance and set the Initial NVF Balance, being such number of MTN Tranche 1
Subscription Shares multiplied by the Transaction Share Price (less the aggregate par value), which NVF Balance
(as escalated, increased and/or reduced from time to time) determines the number of MTN Shares which MTN may re-
acquire at par value under the NVF Call Option from time to time.
In the event that the Target Equity Raise is achieved through the MTN Zakhele Futhi Offer, and no adjustments are
required or made as contemplated in paragraph 1.2.2 of Section 4 of this Prospectus, then the implementation of the 2016
MTN BEE Transaction will result in MTN issuing approximately 76 835 378 MTN Shares to MTN Zakhele Futhi, comprising
approximately:

75
 • 23 745 086 MTN Tranche 1 Subscription Shares, issued at their par value of R0.0001 each (giving rise to the Notional
Vendor Finance at the Transaction Share Price);
• 37 723 217 MTN Tranche 2 Subscription Shares and/or Tranche 3 Subscription Shares issued at the Transaction Share
Price (representing the MTN Shares issued to MTN Zakhele Futhi by it applying the cash raised from the Black Public
and the third party funders (for the MTN Tranche 2 Subscription Shares) and the MTN Loan Claim it acquires under the
MTN Zakhele Re-investment (for the MTN Tranche 3 Subscription Shares)); and
• 15 367 075 MTN Tranche 2 Nominal Subscription Shares issued at their par value of R0.0001 each (representing the
aggregate 20% transaction discount provided by MTN for the 2016 MTN BEE Transaction).

1.3.2 Additional Specific Issues to MTN Zakhele Futhi during the Empowerment Period following settlement/s of the
NVF
In terms of the MTN Tranche 1 Subscription and Call Option Agreement, MTN Zakhele Futhi may be required at various
times to offer to MTN an early exercise of all or part of the NVF Call Option, in which event, MTN shall have the right
(but no obligation) to exercise all or any part of the NVF Call Option as described in paragraph 1.4.2 of Section 4 of the
Prospectus. During the Empowerment Period, pursuant to the early exercise of the NVF Call Option, MTN may require
MTN Zakhele Futhi to subscribe for up to the same number of MTN Shares as will be acquired from MTN Zakhele Futhi
pursuant to the early exercise of the NVF Call Option. Such subscriptions by MTN Zakhele Futhi for further MTN Shares
shall be for cash at the then Market Value per MTN Share. Alternatively, MTN may require MTN Zakhele Futhi to acquire up
to an equivalent number of MTN Shares in the open market or from third parties. These alternatives allow MTN Zakhele
Futhi’s shareholding in MTN to be maintained throughout the Empowerment Period, while at the same time reducing
MTN’s Notional Vendor Finance. Please refer to paragraphs 1.4.2 and 1.4.3 of this Section 4 of the Prospectus for additional
details.
1.3.3 Further potential issues to MTN Zakhele Futhi during the Empowerment Period following Disposals of MTN
Shares
As more fully described in paragraph 3.4.7 of Section 1, the scheduled maturity of the MTN Zakhele Futhi Pref Shares is
5 years, and the Empowerment Period and scheduled term of the Notional Vendor Finance is 8 years. As such, there is
the risk that, if MTN Zakhele Futhi is unable to refinance the MTN Zakhele Futhi Pref Shares, or if an event of default arises
under the third party funding, it may be required to sell MTN Shares in order to raise the required cash to settle its funding
obligations or other unscheduled liabilities which may arise.
Any sale by MTN Zakhele Futhi (or other Disposal) of MTN Shares during the Empowerment Period will cause the
percentage shareholding of MTN Zakhele Futhi in MTN to decrease which, in turn, may adversely impact the BEE Status
derived by the MTN SA Group from this shareholding.
As such, in order to give MTN the flexibility in the future to restore all or any part of this shareholding, MTN has the right
(but no obligation) during the Empowerment Period to issue additional MTN Shares to MTN Zakhele Futhi at R0.0001
per MTN Share (“NVF Refinancing Shares”) under the MTN Tranche 1 Subscription and Call Option Agreement in such
number, in its discretion, up to but not in excess of the relevant number of MTN Shares which MTN Zakhele has Disposed
of. On issue of the NVF Refinancing Shares, the NVF Balance (and corresponding NVF Call Option) will be increased by the
Market Value of the MTN Shares on the date of issue. (Effectively, in such instances, the MTN Shares Disposed of by MTN
Zakhele Futhi are replaced and refinanced through additional Notional Vendor Finance.)

1.4 Future Specific Repurchases

1.4.1 Repurchases of MTN Shares prior to, on or after the NVF Call Option Trigger Date
MTN shall be entitled to exercise the NVF Call Option (or part thereof): (i) on or after the NVF Call Option Trigger Date,
or (ii) at such time or times prior to the NVF Call Option Trigger Date (a) as the Preference Share Agent may, in its sole
discretion permit (provided that such date may not be earlier than the eighth anniversary of the Closing Date without the
written consent of MTN Zakhele Futhi) and/or (b) as may be permitted in the circumstances summarised in paragraphs
1.4.2 and 1.4.3 of this Section 4 of this Prospectus. Flexibility is also provided for MTN to exercise the NVF Call Option after
the NVF Call Option Trigger Date, if MTN Zakhele Futhi agrees.
Where MTN exercises the NVF Call Option in respect of fewer shares than the then current Maximum NVF Call Option
Shares, the NVF Balance will be reduced by an amount equal to the number of NVF Call Option Shares so acquired by MTN
multiplied by the Market Value of the MTN Shares on the date of exercise of the NVF Call Option, and the NVF Call Option
(correspondingly resized with a reduced NVF Balance and reduced Maximum NVF Call Option Shares) will continue to be
exercisable by MTN. The MTN Shares repurchased by MTN will be cancelled as required under the Companies Act and
delisted from the JSE.

76
 1.4.2 Early exercise of the NVF Call Option
MTN Zakhele Futhi shall be entitled, and in certain instances obliged (when MTN Zakhele Futhi has sufficient funds and
the funds have not, in accordance with the Finance Documents, been used to settle its obligations to BFC2), at any time
and from time to time prior to the NVF Call Option Trigger Date to offer to MTN an early exercise of all or part of the NVF
Call Option. (For more details on the order in which cashflows are required to be applied by MTN Zakhele Futhi, please
see paragraph 1.5 of Section 4 of the Prospectus.)
Following receipt of a notice from MTN Zakhele Futhi offering to MTN the opportunity to exercise the NVF Call Option
prior to the NVF Call Option Trigger Date, MTN shall have the right (but no obligation) to exercise all (or, as applicable,
part) of the NVF Call Option, subject to the limits offered by MTN Zakhele Futhi. These limits include: (i) the cash that
MTN Zakhele Futhi has available and is permitted to apply under the various cash flow waterfalls under the Transaction
Documents, (ii) the maximum amount by which the NVF Balance is permitted to be reduced under the relevant
Transaction Documents and (iii) the date on or by which MTN must elect in writing whether or not to exercise all (or
relevant part) of the NVF Call Option.
In this event, during the Empowerment Period, MTN may (but shall not be obligated to) also require MTN Zakhele Futhi to
rebalance the number of MTN Shares held by it by either acquiring MTN Shares in the open market or by subscribing for
cash for up to an equal number of MTN Shares as were acquired by MTN pursuant to its early exercise of all or part of the
NVF Call Option. In the latter instance, as described in paragraph 1.3.2 of this Section 4 of the Prospectus, the additional
MTN shares will be issued by MTN at the same Market Value for an MTN Share as will be used in calculating the amount
by which the NVF Balance was decreased (i.e. the then 30 Trading Day VWAP of an MTN Share).
1.4.3 Acceleration of the right to exercise the NVF Call Option
MTN shall have the right (but no obligation), on written notice to MTN Zakhele Futhi, to exercise the NVF Call Option
(or any part thereof) at any time while there exists an unremedied acceleration event (which events include: (i) an
unremedied breach by MTN Zakhele Futhi of any of the undertakings, representations and/or warranties in the MTN
Tranche 1 Subscription and Call Option Agreement; (ii) any other unremedied material breach of any of the terms,
conditions, warranties, representations or undertakings contained in the MTN Tranche 1 Subscription and Call Option
Agreement; and (iii) any acceleration of the funding owing by MTN Zakhele Futhi following an event of default). The
representations and warranties provided by MTN Zakhele Futhi in terms of the MTN Tranche 1 Subscription and Call
Option Agreement cover similar subject matter as that contained in the MTN Zakhele Futhi Pref Subscription Agreement
and are given with a key purpose of preserving the ring-fenced status and balance sheet of MTN Zakhele Futhi for the
period during which the NVF Call Option remains exercisable.

1.5 Application of cashflows

1.5.1 The use and flow of cash received or held by MTN Zakhele Futhi is regulated under the Finance Documents as well as
under the MTN Tranche 1 Call Option and Subscription Agreement, which prescribe the order in which, and uses to
which, the funds received and held by MTN Zakhele Futhi from time to time are to be put.
1.5.2 In summary terms, in terms of the MTN Zakhele Futhi MOI, for so long as there is no actual or potential trigger event under
the MTN Zakhele Futhi Pref Shares, all ordinary cash distributions received by MTN Zakhele Futhi in relation to the MTN
Shares held by it, must be applied in the following order and on the basis that each level of priority below is to be paid or
provided for before any payment of or provision of the following level of priority: first, to pay or provide for taxes owed by
MTN Zakhele Futhi or BFC2 under any Transaction Document; second, to pay or provide for the administration costs of
MTN Zakhele Futhi or BFC2, up to the agreed maximum amounts; third, to pay or provide for any additional expenses due
and payable by MTN Zakhele Futhi in terms of clauses 13 and 14 of the MTN Zakhele Futhi Pref Subscription Agreement,
which provide for the reimbursements of certain additional expenses incurred by BFC2 or the BFC Pref Shareholders
(in respect of certain illegality events, non-compliance with certain Transaction Documents, and amendment or waivers
in respect of certain Transaction Documents requested by MTN Zakhele Futhi) and certain indemnity claims; fourth, to
pay any dividends in respect of the MTN Zakhele Futhi Pref Shares, which are scheduled for payment on the date on
which this waterfall is applied; fifth, towards an offer for the redemption (which shall be a voluntary redemption in the
first 3 years and one day after the issue date of the MTN Zakhele Futhi Pref Shares (“Initial Period”)) of the MTN Zakhele
Futhi Pref Shares, for an annual aggregate amount of R150 000 000; sixth, after the Initial Period only, the MTN Zakhele
Futhi Board has a discretion to pay up to 20% of the total dividend received from MTN (less the amounts which have
been paid or provided for under the first and second items above) as a dividend to MTN Zakhele Futhi Shareholders,
subject to MTN’s discretion and provided there is no actual or potential trigger event in relation to the MTN Zakhele Futhi
Pref Shares; seventh, to offer to the holders of MTN Zakhele Futhi Pref Shares to place an amount equal to the amount
required to redeem all the MTN Zakhele Futhi Pref Shares in full into a bank account secured in favour of the holders of
MTN Zakhele Futhi Pref Shares (“BIC2 Security Account”); eighth, at the election of MTN: (i) to subscribe for MTN Shares
and accordingly reduce the Notional Vendor Finance and/or (ii) to pay or repay all or part of any loan (and interest thereon)
made by MTN to MTN Zakhele Futhi; ninth, in the sole discretion of MTN Zakhele Futhi (but subject to MTN’s consent),
all or any portion of the remaining amounts towards a payment of a dividend to the MTN Zakhele Futhi Shareholders;
and tenth, to pay the remaining balance into the BIC2 Security Account from where, during the Initial Period, voluntary

77
 redemptions of the MTN Zakhele Futhi Pref Shares may be made and, during the period after the Initial Period, mandatory
redemptions of the MTN Zakhele Futhi Pref Share must be made.
1.5.3 In terms of the MTN Tranche 1 Subscription and Call Option Agreement, once the MTN Zakhele Futhi Pref Shares have been
redeemed in full and certain other obligations to the holders of MTN Zakhele Futhi Pref Shares have been discharged, on
a quarterly basis (or more frequently if MTN Zakhele Futhi holds cash in excess of R50 000 000.00 at any time), cash held
by MTN Zakhele Futhi, must be applied in the following order and on the basis that each level of priority below is to be
paid or provided for before any payment of or provision of the following level of priority: firstly, to pay or provide for taxes,
statutory charges and liabilities owed by MTN Zakhele Futhi; second, to pay or provide for reasonable provisions for taxes,
statutory charges and liabilities of MTN Zakhele Futhi; third, to pay or provide for the administration costs of MTN Zakhele
Futhi or BFC2, up to the agreed maximum amounts; fourth, after the Initial Period only, the MTN Zakhele Futhi Board has a
discretion to pay up to 20% of the total dividend received from MTN (less the amounts which have been paid or provided
for under items one, two and three above) as a dividend to MTN Zakhele Futhi Shareholders, subject to MTN’s discretion;
fifth, to pay or repay all or part of any loan (and interest thereon) made by MTN to MTN Zakhele Futhi; sixth, to subscribe
for MTN Shares and accordingly reduce the Notional Vendor Finance; seventh, to pay or make reasonable provisions
for any other third party liabilities or expenses which are or will become due and payable and such matters would not
reasonably be expected to be funded out of future revenues of MTN Zakhele Futhi; eighth, in the sole discretion of MTN
Zakhele Futhi, but provided that MTN has provided its prior written consent, all or any portion of the remaining amounts
towards a payment of a dividend to the MTN Zakhele Futhi Shareholders; and ninth, to retain any remaining balance in the
collection account of MTN Zakhele Futhi, pending its further application under this waterfall on the next relevant date.
1.6 Transaction Conditions Precedent
The implementation of the 2016 MTN BEE Transaction is subject to the fulfilment (or deemed fulfilment) or waiver in accordance
with the Implementation Agreement of, inter alia, the following Transaction Conditions Precedent by no later than certain dates set
in the Implementation Agreement, the last of which is Monday, 21 November 2016:
• the aggregate equity capital raised by MTN Zakhele Futhi under the MTN Zakhele Futhi Public Offer and the MTN Zakhele
Re-investment Offer is at least an amount equal to the Minimum Equity Raise and the aggregate cash raised by MTN Zakhele
Futhi under the MTN Zakhele Futhi Public Offer is at least an amount equal to the Minimum Cash Raise;
• the opening of bank accounts into and out of which the initial 2016 MTN BEE Transaction proceeds will flow on and immediately
prior to the Closing Date;
• MTN Zakhele Futhi opening a securities account with a CSDP acceptable to the BFC2 Investors, in which the Dematerialised
MTN Shares held by MTN Zakhele Futhi will be recorded;
• the signing of the relevant Key Transaction Documents on behalf of each of the parties thereto;
• the MTN Zakhele Board approves or ratifies in writing: (i) the entering into of the Implementation Agreement and the
Key Transaction Documents to which MTN Zakhele is a party; and (ii) the transactions contemplated in the MTN Zakhele
Scheme Circular and the dispatch of the MTN Zakhele Scheme Circular to MTN Zakhele Shareholders;
• all of the Key Transaction Documents have become unconditional in accordance with their terms, save only for:
(i) any ‘Specified Funding Conditions Precedent’ (as defined in the MTN Zakhele Futhi MOI, being condition precedents relating
to, amongst other things, the listed status of MTN Shares, the absence of default events, the absence of material adverse
changes, the absence of an economic failure, the fulfilment of the Inception Total Share Cover Ratio, the absence of adjustment
events in relation to the dividends payable on the MTN Zakhele Futhi Pref Shares and/or the BFC2 Pref Shares, all corporate
approvals for any MTN Subordinated Loans being in place, agreement between MTN and MTN Zakhele as to the funding of any
shortfall in the Finally Determined A Indemnified Provision Amount as well as the mechanical implementation of certain steps
which are required to be effected prior to implementation of the preference share funding agreements in accordance with
the Implementation Agreement; (ii) MTN Funding Conditions Precedent (as defined in the Implementation Agreement, being
those conditions precedent summarised below which are marked with a "[#]"); (iii) the Final Scheme Conditions (as defined in
paragraph 3.2.3 of Section 2) and (iv) any conditions therein requiring other Transaction Documents to become unconditional;
• the MTN Zakhele Board having obtained an opinion from an independent expert as required under and in accordance with
the provisions of section 114(3) of the Companies Act, and otherwise complying with Schedule 5 of the Listings Requirements,
relating to the relevant aspects of the MTN Zakhele Unwinding, and, unless MTN and MTN Zakhele agree otherwise in writing,
confirming inter alia that, when having regard to the terms of the proposed MTN Zakhele Unwinding Scheme, the intended
repurchase of MTN Zakhele Shares from MTN Zakhele Shareholders under the MTN Zakhele Unwinding Scheme is fair insofar
as the MTN Zakhele Shareholders are concerned;
• all of the General Scheme Conditions other than the Final Scheme Conditions (as defined in paragraph 3.2.3 of Section 2) have
been fulfilled (deemed fulfilled) or waived in accordance with the terms of the MTN Zakhele Scheme Circular; [#]
• MTN receiving a closing certificate from the Preference Share Agent stating that the conditions precedent to subscriptions
under the BFC2 Pref Subscription Agreement and MTN Zakhele Futhi Pref Subscription Agreement have been met or waived
(other than any Specified Funding Conditions Precedent (as described above));
• prior to registration of the Prospectus, MTN Zakhele Futhi having adopted a new memorandum of incorporation in a form and
substance satisfactory to MTN and the Preference Share Agent;

78
• MTN Zakhele Futhi approving by special or ordinary resolution, as the case may be, the entry into and due performance by it
of its obligations under specified Transaction Documents to which it is a party;
• the board of directors of each of MTN Zakhele Futhi and BFC2 approving the entry into and due performance of their respective
obligations under each of the Transaction Documents to which they are a party;
• the requisite majority of MTN Shareholders approving all the resolutions required to effect the 2016 MTN BEE Transaction (as set
out in the notice of general meeting in respect thereof);
• the MTN Board having approved or ratified the entering into of the Implementation Agreement and each Transaction
Document to which MTN is a party, and provides all confirmations which may be required under the Companies Act, including
in respect of sections 44(3) and 48(2) (as read with section 46);
• the MTN Board obtaining a fairness opinion from an independent expert, confirming that the relevant aspects of 2016 MTN BEE
Transaction is fair insofar as the MTN Shareholders are concerned;
• the shareholder/s of MTN Holdings authorising: (i) it pursuant to sections 44 and/or 45 of the Companies Act to enter into and
implement the Transaction Documents to which it is a party and (ii) the board of directors MTN Holdings having approved or
ratified the entering into of the Implementation Agreement and each Transaction Document to which MTN Holdings is a party
(and providing all confirmations which may be required under the Companies Act, including in respect of sections 44(3), 45
and 46);
• the JSE having consented to the admission to listing of the MTN Tranche 1 Subscription Shares, the MTN Tranche 2 Subscription
Shares and the MTN Tranche 3 Subscription Shares (subject to customary administrative conditions and those relating to
implementation of the relevant subscriptions);
• the MTN Zakhele Board approving in writing the payment of the final MTN Zakhele Pref dividend and the redemption of the
MTN Zakhele Pref Shares on the applicable redemption date therefor and providing all confirmations which may be required
under the Companies Act (including in respect of section 46);
• the board of directors of BFC approving the redemption of the BFC Pref Shares and providing all confirmations which may be
required under the Companies Act (including in respect of section 46);
• MTN Zakhele Futhi is not, and is not likely on the Closing Date to be, in unremedied breach of any of the warranties
or undertakings given by it to MTN in terms of certain of the Key Material Agreements or its interim undertakings in the
Implementation Agreement; [#]
• in respect of any communication received by MTN (or any of its subsidiaries) from, or any ruling, judgment, demand, order or
decree in respect of or affecting MTN (or any of its subsidiaries) made by, any Authority (“Regulatory Action”) prior to the
Determination Date, MTN has not formed a view that such Regulatory Action is or may adversely affect it, the MTN SA Group
and/or the implementation, economic and/or intended regulatory effect of the 2016 MTN BEE Transaction (or any transaction
contemplated as part thereof); [#]
• MTN has not formed a view that: (i) any Applicable Law is promulgated or any Applicable Laws (including the Income Tax
Act and any BEE Legislation) are amended, interpreted or applied and which comes into operation or is likely to come into
operation at any time prior to, or within 12 months after, the Closing Date (collectively, “Change in Law”), and (ii) such Change
of Law is or may adversely affect MTN, the MTN SA Group and/or the implementation, economic and/or intended regulatory
effect of the 2016 MTN BEE Transaction (or any transaction contemplated as part thereof); [#]
• MTN has not formed the view that an MTN Material Adverse Event has occurred or is likely to occur on or before the Closing
Date; [#]
• MTN Zakhele confirming to MTN and the Preference Share Agent that, to the best of its knowledge and belief, no enforcement
action is ongoing by or on behalf of any party, and no specified actual or potential trigger events have been declared or
notified, under or in connection with, inter alia: (i) the transaction documents relating to the MTN Zakhele BEE Transaction and/
or (ii) the Transaction Documents;
• if and to the extent required, the Takeover Regulation Panel (established in terms of section 196 of the Companies Act) issues
a compliance certificate to MTN (or its relevant subsidiary), MTN Zakhele Futhi and/or MTN Zakhele (as applicable) in respect
of, or exempts (as the case may be), the transactions contemplated under the Transaction Documents, as contemplated under
section 115(1)(b) of the Companies Act;
• the Finally Determined A Indemnified Provision Amount has been determined and, if such amount exceeds R100 million,
that agreement is reached between MTN, MTN Zakhele and, if applicable, the agent for the preference share funders of MTN
Zakhele as to the funding of such amount; and
• pursuant to the Final Capital Structure, the number of MTN Shares forming part of the MTN Repurchase Shares which are to be
purchased for cash does not exceed 50% of the total number of MTN Shares held by MTN Zakhele at the Determination Date.
An announcement will be released by MTN on SENS and published in the South African press as soon as possible after the fulfilment
(or deemed fulfilment), waiver or non-fulfilment, as the case may be, of the Transaction Conditions Precedent.

79
 1.7 Implementation conditions and process
On the assumption that, amongst other things, the above Transaction Conditions Precedent are fulfilled (or deemed fulfilled) or
(where permitted) waived:
• if (i) subscriptions in terms of the MTN Zakhele Futhi Public Offer; and (ii) elections by MTN Zakhele Shareholders of MTN
Zakhele Futhi Shares in terms of the MTN Zakhele Unwinding Scheme, are at least an amount equal to the Target Equity Raise
(R2 468.3 million), the MTN Zakhele Futhi Public Offer will proceed subject to the implementation steps below;
• if (i) subscriptions in terms of the MTN Zakhele Futhi Public Offer; and (ii) elections by MTN Zakhele Shareholders of MTN
Zakhele Futhi Shares in terms of the MTN Zakhele Unwinding Scheme, are at least the Minimum Equity Raise (R1 234.1 million)
but less than Target Equity Raise, then MTN:
–– may elect not to proceed with the 2016 MTN BEE Transaction; or
–– may (but is not obliged) elect to proceed with the 2016 MTN BEE Transaction on the basis that MTN will determine a
target percentage holding for MTN Zakhele Futhi to hold in MTN following completion of the 2016 MTN BEE Transaction
and, having regard to this transaction sizing, thereafter determine in its discretion, the following required transaction
facilitations and/or adjustments which, in aggregate, result in such target percentage being achieved (in each case subject
to a maximum of 76 835 378 MTN Shares and a minimum of 38 417 689 (representing approximately 4% and 2% respectively
on a Fully Diluted Basis)) and MTN may elect to:
◊ subscribe for such number of MTN Zakhele Futhi Underwrite Shares which it may determine in its sole discretion;
◊ advance an initial subordinated loan (i.e. the MTN Subordinated Loan (Equity Top-up)) to MTN Zakhele Futhi;
◊ increase or decrease the Notional Vendor Finance; and/or
◊ determine that the number of MTN Zakhele Futhi Pref Shares to be subscribed for by BFC2 may be increased, decreased
or maintained (within the limits permitted under the Finance Documents), and the number of MTN Shares issued
under the Tranche 1 Subscription and Call Option Agreement and Tranche 2 Subscription Agreement will be adjusted
accordingly;
• if the MTN Zakhele Futhi Offer proceeds and the Inception Total Share Cover Ratio is less than 4.0 times, then MTN may elect:
–– not to proceed with the 2016 MTN BEE Transaction; or
–– that the 2016 MTN BEE Transaction will proceed on the basis that the number of MTN Zakhele Futhi Pref Shares to be
subscribed for by BFC2 may be decreased or maintained (within the limits permitted under the Finance Documents)
and/or may (in its sole discretion) elect to:
◊ advance the MTN Subordinated Loan (Ratio Cure) to MTN Zakhele Futhi; and/or
◊ increase or decrease the number of MTN Tranche 1 Subscription Shares to be subscribed for by MTN Zakhele Futhi
at the MTN Tranche 1 Subscription Price, (i.e. to increase or decrease the Notional Vendor Finance), such that after
such adjustments to the funding and equity structure the Inception Total Share Cover Ratio is at or above 4.0 times;
(with such adjustments, in turn, adjusting the number of Tranche 2 Subscription Shares subscribed for);
• if the 2016 MTN BEE Transaction proceeds, then on the Business Day before the Closing Date, the relevant parties will proceed
with the steps set out below, each of which will follow in sequential order on the basis that, unless otherwise agreed by the
parties, no party is obliged to implement any step unless each preceding step has been completed:
–– MTN will transfer the amount of the MTN Subordinated Loan, (Equity Cure), and/or MTN Subordinated Loan (Ratio Cure),
if any, into the MTN implementation account;
–– MTN will transfer the aggregate subscription price for the MTN Zakhele Futhi Underwrite Shares, if any, into the MTN
implementation account;
–– MTN will transfer its on-risk contribution amount in respect of MTN Zakhele’s post-redemption tax liabilities (“the MTN
On-risk Tax Amount”), if any, into the MTN implementation account;
–– to the extent that the MTN Tranche 2 Subscription Price is less than the Repurchase Cash, MTN will transfer the amount of
such difference in cash, into the MTN implementation account;
–– each of the BFC2 Investors will transfer their respective portions of the aggregate issue price for the BFC2 Pref Share to be
subscribed for by such BFC2 Investor, into its respective BFC2 Investor implementation account; and
–– the Account Bank will notify each of the relevant notice parties of the above payments;
• subject to completion of the above pre-funding steps, the parties will proceed with the implementation of the 2016 MTN BEE
Transaction on the basis that no party is obliged to implement any step unless each preceding step has been completed. The
parties further agree that certain steps (being the steps of and relating to the MTN Zakhele Unwinding Scheme) will only be
implemented if all of the General Scheme Conditions are fulfilled or waived (as the case may be) and if all of the General Scheme
Conditions have not been satisfied and/or waived, as the case may be, MTN may elect to proceed with the implementation of
2016 MTN BEE Transaction by waiving the General Scheme Conditions (as part of the Transaction Conditions Precedent), but on
the basis that certain of the implementation steps/transactions (being the steps of and relating to the MTN Zakhele Unwinding
Scheme, as indicated with [*] below) will not be implemented and will be treated as pro non scripto:

80
• on the First Closing Date:
–– the Account Bank will transfer an amount equal to the cash raised from the MTN Zakhele Futhi Public Offer into the MTN
Zakhele Futhi subscriptions account;
–– the Account Bank will transfer the amount of interest earned on cash raised from the MTN Zakhele Futhi Public Offer into
the MTN Zakhele Futhi subscriptions account;
–– the Account Bank will transfer the aggregate subscription price for the MTN Zakhele Futhi Underwrite Shares, if any, from
MTN’s implementation account into the MTN Zakhele Futhi subscriptions account;
–– MTN Zakhele Futhi will issue and allot or procure the issue and allotment of the finally allocated MTN Zakhele Futhi Shares
to the relevant subscribers under the MTN Zakhele Futhi Public Offer (which, for the avoidance of doubt, will exclude any
MTN Zakhele Futhi Shares to be allocated to MTN Zakhele (and, in turn, by it to MTN Zakhele Shareholders under the MTN
Zakhele Unwinding Scheme)) and will issue and allot the MTN Zakhele Futhi Underwrite Shares to MTN, if any;
–– MTN will advance the MTN Subordinated Loan, if any, to MTN Zakhele Futhi as follows: (i) the Account Bank will transfer
an amount equal to the MTN Subordinated Loan (Ratio Cure) from MTN’s specified implementation account into the BIC2
Top-Up Loan Account (as such term is defined in the MTN Zakhele Futhi MOI); and (ii) the Account Bank will transfer an
amount equal to the MTN Subordinated Loan (Equity Top-up) from the MTN’s specified implementation account into the
MTN Zakhele Futhi subscriptions account;
–– the BFC2 Investors will subscribe for their respective BFC2 Pref Shares and will pay their respective portion of the aggregate
issue price for the BFC2 Pref Shares to BFC2 as follows: in relation to each of the BFC2 Investors, the Account Bank will
transfer the corresponding aggregate subscription price for the BFC2 Pref Shares in relation to the aggregate BFC2 Pref
Shares subscribed for by each BFC2 Investor from its respective BFC2 Investor implementation account into the BFC2
subscription account;
–– BFC2 will issue and allot the BFC2 Pref Shares to each respective BFC2 Investor;
–– BFC2 will subscribe for the MTN Zakhele Futhi Pref Shares and will pay the aggregate MTN Zakhele Futhi Pref Subscription
Consideration to MTN Zakhele Futhi as follows: the Account Bank will transfer the aggregate MTN Zakhele Futhi Pref
Subscription Consideration in relation to the aggregate MTN Zakhele Futhi Pref Shares from the BFC2 subscription account
into the MTN Zakhele Futhi subscriptions account;
–– MTN Zakhele Futhi will issue and allot the MTN Zakhele Futhi Pref Shares to BFC2;
–– MTN Zakhele Futhi will pay the BIC2 Participation Fee (as such term is defined in the MTN Zakhele Futhi Pref Subscription
Agreement) to BFC2 as follows: the Account Bank will transfer an amount equal to such Participation Fee (plus VAT thereon)
from the MTN Zakhele Futhi subscriptions account into the BFC2 subscriptions account;
–– BFC2 will pay the BFC2 Participation Fee (as such term is defined in the BFC2 Pref Subscription Agreement) as follows: the
Account Bank will transfer an amount equal to the aggregate BFC2 Participation Fee (plus VAT thereon) due to each of
Nedbank Limited, United Towers Proprietary Limited and Rand Merchant Bank, a division of FirstRand Bank Limited, out of
the BFC2 subscriptions account into each such entity’s respective implementation accounts;
–– MTN Zakhele Futhi will pay the MTN Tranche 1 Subscription Price to MTN as follows: the Account Bank will transfer the
MTN Tranche 1 Subscription Price into MTN’s implementation account from the MTN Zakhele Futhi’s subscriptions account;
–– MTN Zakhele Futhi will pay the MTN Tranche 2 Subscription Price to MTN as follows: the Account Bank will transfer the
MTN Tranche 2 Subscription Price into MTN’s implementation account from the MTN Zakhele Futhi’s subscriptions account;
–– MTN shall allot and issue (credited as fully paid up) the MTN Tranche 1 Subscription Shares and the MTN Tranche 2
Subscription Shares to MTN Zakhele Futhi, in certificated form, and shall procure that MTN Zakhele Futhi’s name is entered
into MTN’s register of members as the holder of such shares; and
–– the Preference Share Agent will deliver to MTN, and MTN will deliver to it, notices relating to the cession by MTN in favour
of the third party funders of MTN’s rights over the amounts in MTN’s implementation account;
• on the Second Closing Date:
–– in accordance with the MTN Zakhele Repurchase Agreement, MTN will repurchase the MTN Repurchase Shares in
consideration for the payment and crediting of the Repurchase Cash and the MTN Loan Claim, respectively, to MTN
Zakhele. MTN will pay the Repurchase Cash to MTN Zakhele as follows: the Account Bank will transfer an amount equal to
the Repurchase Cash from MTN’s implementation account into the MTN Zakhele collections account;
–– each of MTN and MTN Zakhele shall take all such steps as may be necessary to procure that MTN’s transfer secretary:
(i) transfers the MTN Repurchase Shares into MTN’s name (as the holder of such shares) in MTN’s register of members; and
(ii) immediately cancels the MTN Repurchase Shares from MTN’s issued share capital;
–– MTN Zakhele will pay the final preference share dividend and redeem the MTN Zakhele Pref Shares in full and will pay the
aggregate amount necessary for this (collectively “BIC Pref Shares Redemption Amount”) to BFC as follows: the existing
account bank (being Absa Bank Limited) will transfer an amount equal to the aggregate BIC Pref Shares Redemption
Amount from the MTN Zakhele collections account into the BFC collections account;
–– BFC will pay the final dividend on the BFC Pref Shares and redeem all the BFC Pref Shares in full and will pay the aggregate
BFC Pref Shares redemption amount to each respective BFC preference shareholder;

81
 –– the Account Bank will transfer the MTN On-risk Tax Amount, if any, from MTN’s implementation account to the MTN Zakhele
collections account;
–– the existing account bank will transfer the Finally Determined A Indemnified Provision Amount (if applicable) from the
MTN Zakhele collections account into the Class A BIC Security Account (as such term is defined in the MTN Zakhele Pref
Subscription Agreement);
–– the existing account bank will transfer the SARS Amount (as such term is defined in the Implementation Agreement) from
the MTN Zakhele collections account into the MTN Zakhele tax provisions account;
–– in accordance with the Existing MTN Tranche 1 Subscription and Call Option Agreement (as amended by the Existing
Tranche 1 Subscription and Call Option Amendment) MTN Zakhele will settle the notional vendor finance and MTN
will exercise and be deemed to have exercised its call option in full in accordance with clause 12.3 of the Existing MTN
Tranche 1 Subscription and Call Option Agreement. MTN will pay the aggregate call option exercise price as follows:
the Account Bank will transfer the amount of the aggregate call option exercise price due to MTN Zakhele out of MTN’s
implementation account into the MTN Zakhele collections account;
–– each of MTN and MTN Zakhele shall take all such steps as may be necessary to procure that: (i) the maximum call option
shares are transferred into MTN’s name (as the holder of such shares) in MTN’s register of members; and (ii) such shares are
cancelled from MTN’s issued share capital;
–– pursuant to the MTN Zakhele Unwinding Scheme, MTN Zakhele will repurchase and cancel all MTN Zakhele Shares
(other than, for the avoidance of doubt, the single MTN Zakhele Share held by MTN Holdings) in respect of which
MTN Zakhele Shareholders elected to receive (or are deemed to have elected to receive) MTN Shares and/or the cash
consideration (“the Initial MTN Zakhele Repurchase Shares”), in consideration for such MTN Zakhele Shareholders
being granted rights to receive their respective MTN Shares and/or cash consideration on the applicable settlement date, in
accordance with the terms and subject to the conditions of the MTN Zakhele Unwinding Scheme. MTN Zakhele shall take
all such steps as may be necessary to procure that the MTN Zakhele transfer secretary: (i) transfers the Initial MTN Zakhele
Repurchase Shares into MTN Zakhele’s name (as the holder of such shares) in MTN Zakhele’s register of members; and (ii)
immediately cancels the Initial MTN Zakhele Repurchase Shares from MTN Zakhele’s issued share capital; [*]
–– pursuant to the Winding-up Transfer Agreement, MTN Zakhele will then be deemed to have transferred and ceded certain
assets, and delegated certain liabilities, to Wind-up Co, which transfer, cession and delegation will be deemed to have
taken effect at such time (regardless of the actual delivery and/or transfer, as the case may be, of the relevant assets and
the liabilities so transferred); [*]
–– pursuant to the Loan Transfer and Cession Agreement, MTN Zakhele will then be deemed to have transferred and ceded
the MTN Loan Claim to MTN Zakhele Futhi, in consideration for the issue by MTN Zakhele Futhi to MTN Zakhele of MTN
Zakhele Futhi Shares, which transfer and cession of the MTN Loan Claim, and issue and allotment of the MTN Zakhele Futhi
Shares, will be deemed to have taken effect at such time; [*]
–– MTN Zakhele Futhi and the Preference Share Agent will deliver the duly executed notice as required under the
“BIC2 Loan Account Cession” (as such term is defined in the MTN Zakhele Futhi MOI) to MTN, which will acknowledge
receipt thereof; [*]
–– MTN Zakhele Futhi will then be deemed to have paid the MTN Tranche 3 Subscription Price to MTN in the manner
contemplated under the MTN Tranche 3 Subscription Agreement, and will be deemed to have settled the MTN Tranche 3
Subscription Price at such time; [*]
–– MTN shall allot and issue (credited as fully paid up) the MTN Tranche 3 Subscription Shares to MTN Zakhele Futhi, in
certificated form and shall procure that MTN Zakhele Futhi’s name is entered into MTN’s register of members as the holder
of such shares; [*]
–– MTN Zakhele Futhi will issue and allot or procure the issue and allotment of the requisite number of MTN Zakhele Futhi
Shares to MTN Zakhele pursuant to the Loan Transfer and Cession; [*]
–– pursuant to the MTN Zakhele Unwinding Scheme, MTN Zakhele will repurchase and cancel all of the remaining MTN
Zakhele Shares (other than, for the avoidance of doubt, the single MTN Zakhele Share held by MTN Holdings) in respect
of which MTN Zakhele Shareholders elected to receive and are allocated MTN Zakhele Futhi Shares pursuant to the MTN
Zakhele Re-investment (“the Subsequent MTN Zakhele Repurchase Shares”), in consideration for such MTN Zakhele
Shareholders being distributed such MTN Zakhele Futhi Shares on the applicable settlement date (as full consideration for
the repurchase and cancellation of their MTN Zakhele Shares), in accordance with the terms and subject to the conditions
of the MTN Zakhele Unwinding Scheme; [*]
–– subject to the BIC2 Commitment Fee (as such term is defined in the MTN Zakhele Futhi Pref Subscription Agreement)
being incurred, MTN Zakhele Futhi will pay such BIC2 Commitment Fee (if applicable) to BFC2 as follows: the Account Bank
will transfer an amount equal to the BIC2 Commitment Fee (if applicable) (plus VAT thereon) from the MTN Zakhele Futhi
subscriptions account into the BFC2 subscription account;
–– subject to the BFC2 Commitment Fee (as such term is defined in the BFC2 Pref Subscription Agreement) being incurred,
BFC2 will pay such Commitment Fee as follows: the Account Bank will transfer an amount equal to the BFC2 Commitment
Fee (if applicable) (plus VAT thereon) due to each of Nedbank Limited, United Towers Proprietary Limited and Rand
Merchant Bank, a division of FirstRand Bank Limited, out of the BFC2 subscription account into each such entity’s respective
implementation accounts;

82
 –– the Account Bank will then transfer an amount equal to MTN Zakhele Futhi’s tax provisions from the MTN Zakhele Futhi
subscriptions account into the MTN Zakhele Futhi tax provisions account;
–– the Account Bank will transfer an amount equal to MTN Zakhele Futhi’s initial administration contingency from the MTN
Zakhele Futhi subscriptions account into the MTN Zakhele Futhi provisions account;
–– MTN Zakhele Futhi will pay or provide for payment of its transaction costs as follows: the Account Bank will transfer the
amount of each transaction cost (to be paid or provided for) out of the MTN Zakhele Futhi subscriptions account into the
respective accounts reflected in the funds flow statement, or into the MTN Zakhele Futhi provisions account, as the case
may be. (It is recorded that to the extent that MTN has, prior to the Closing Date, discharged MTN Zakhele Futhi’s obligation
to pay any of the transaction costs (including any legal costs), such transaction costs will be payable to MTN into MTN’s
implementation account);
–– the Account Bank will transfer an amount equal to the MTN Zakhele Futhi working capital provisions amount from the MTN
Zakhele Futhi subscriptions account into the MTN Zakhele Futhi provisions account; and
–– lastly, the Account Bank will transfer any amounts remaining in the MTN Zakhele Futhi subscriptions account into the MTN
Zakhele Futhi collections account; and
• in relation to unsuccessful Cash Applicants under the MTN Zakhele Futhi Public Offer, MTN Zakhele Futhi will transfer to the
Transfer Secretary the corresponding subscription monies in respect of these unsuccessful applicants, which will be refunded
to such Applicants together, where applicable, with interest from the MTN Zakhele Futhi Offer Closing Date until the date of
refund (both days excluded). Please note that refunds are subject to Cash Applicants having complied with FICA.
If the MTN Zakhele Unwinding Scheme does not become operative, the steps marked with an asterisk i.e. [*] will not take place.

2. ABOUT MTN
CAUTION: The information reflected in this paragraph 2 of Section 4 of the Prospectus has been sourced from the Integrated
Report of MTN for the financial year ended 31 December 2015 as well as the interim six month period ended 30 June 2016
including related supplementary reports and has not been independently reviewed, audited, verified or updated by MTN
Zakhele, MTN Zakhele Futhi, MTN and/or any of its or their directors, employees, professional advisors, external auditors or
the like, and no such persons take any responsibility for the accuracy or completeness of its contents, or the matters reflected
therein.
2.1 Introduction
Launched in 1994, MTN is a leading emerging markets mobile operator, which is at the forefront of global technological changes.
Guided by its values, its vision is to “Lead the delivery of a bold, new Digital World to its customers”. The MTN Group is listed on the
JSE under the share code “MTN”.
MTN has operations in 22 countries where it offers voice, data and digital services to retail customers and operations in 25 countries
where it offers enterprise solutions to corporate, SME and public sector customers. As at 30 June 2016, MTN Group subscriber
numbers remained flat at 232,6 million when compared to 31 December 2015.

2.2 Group structure

From 1 January 2016, the Group has been structured into three regions, namely South and East Africa (“SEA”), West and Central
Africa (“WECA”) and the Middle East and North Africa (“MENA”).
SEA region includes: South Africa, Uganda, Zambia, Rwanda, Botswana (joint venture – equity accounted), Swaziland (joint venture
– equity accounted), Business Group and South Sudan.
The WECA region includes: Nigeria, Ghana, Cameroon, Ivory Coast, Benin, Conakry, Congo-Brazzaville, Liberia, and Bissau.
The MENA region includes: Syria, Sudan, Yemen, Afghanistan, Cyprus and Iran (joint venture – equity accounted).
At the end of the 6 months ended 30 June 2016, the SEA region contributed 32% to the MTN Group revenue while the WECA
and MENA regions contributed 59% and 9%, respectively. Its two most significant operations were in South Africa and Nigeria,
jointly contributing 62% to revenue and 70% to EBITDA (adjusting for the effects of the Nigeria regulatory fine, hyperinflation and
Tower profits).
The chart on page 84 and 85 sets out the corporate structure of the MTN Group as at 30 June 2016:

83
 MTN Group
HOLDING COMPANIES MANAGEMENT SERVICES

Mobile Telephone Networks MTN International MTN Group Management

Holdings Limited South Proprietary Limited Services Proprietary Limited
Africa South Africa South Africa
100% 100% 100%
HOLDING COMPANY
TELECOMMUNICATION/ISP
MTN International (Mauritius)
TELECOMMUNICATIONS/ISP
Swazi MTN Limited
MTN Business Limited1 Mauritius
Solutions Botswana MTN Business MTN Business Swaziland
Proprietary Limited Limited (Kenya) Kenya Limited
100%
30%
Botswana Kenya Kenya
80% 70% 70% HOLDING COMPANIES
Satalite Data MTN Business Deci
Networks Mauritius Solutions Namibia Cell Place Econet Investments Mobile
Proprietary Limited Proprietary Limited Proprietary Limited Cotel Holdings Wireless Citizens Proprietary Botswana
Mauritius Namibia South Africa Limited Limited Limited1 Limited
100% 100% 100% Zambia Mauritius Botswana Mauritius
100% 82,8% 33,3% 100%
Mobile Telephone MTN Business
iTalk Cellular Networks Proprietary Solutions TELECOMMUNICATIONS/ISP
Proprietary Limited Limited Proprietary Limited
South Africa South Africa South Africa
Mobile Telephone
100% 100% 100% Networks Cameroon MTN Network Afnet
Limited Solutions Limited Côte d’Ivoire4
MTN Network Cameroon Cameroon
Solutions Afrihost Proprietary MTN Media Holdings 70% 70% 58,83%
Proprietary Limited Limited2 Proprietary Limited
South Africa South Africa South Africa6
MTN Nigeria
100% 50,2% 100% Arobase MTN Côte d’Ivoire S.A. Communications
Côte d’Ivoire4 Côte d’Ivoire4 Limited
Nigeria
PROPERTY
58,83% 58,83% 78,83%
Aconcagua 11 Proprietary MTN Propco
Limited Proprietary Limited
South Africa South Africa XS Broadband MTN Uganda MTN (Zambia)
Limited Limited Limited
100% 100% Nigeria Uganda Zambia
78,83% 96% 86%
ELECTRONIC SERVICES
Irancell
Mascom Telecommunication
Africa Internet Wireless Botswana Company Services
Holding GmbH1 Berlin Proprietary Limited1 (PJSC)1 MTN Publicom Limited
33,3% Botswana Iran Uganda
53,1% 49% 96%

Visafone
MTN Rwandacell MTN Congo S.A. Communications
Limited Republic of Limited5
Rwanda the Congo Nigeria
80% 100% 78,83%

ELECTRONIC SERVICES

Electronic Funds
MTN Mobile Money Limited Transfer Operations
Zambia Nigeria Limited
86% 50%

STRUCTURED ENTITY
1
Joint venture.
2
Subsidiary acquired during 2014. MTN (Mauritius)
3
Subsidiary incorporated during 2014. Zambia Limited Investment Limited3
4
Effective shareholding of 66,8%. Zambia Mauritius
5
Subsidiary acquired during the year indirectly held through MTN Nigeria.
6
Subsidiary incorporated during 2015. 100% 100%

There were no changes in the effective holding in any of the Group’s subsidiaries during the year unless otherwise indicated.

84
 MTN Group
HOLDING COMPANY

MTN (Dubai)
Limited
100%

HOLDING COMPANIES PROCUREMENT

Investcom Investcom Global Trading Global Sourcing
Telecommunications Consortium Company LLC Company LLC
Easy Dial Guinea (Conakry)
International Limited Holding S.A. UAE UAE
Limited
British Virgin Islands British Virgin Islands
British Virgin Islands
100% 100%
99% 99% 99%
Telecom Sourcing MTN Investments MTN SEA Shared
Investcom Mobile Investcom
Services FZ-LLC Limited Services Limited
Investcom Mobile Communications Telecommunications
Benin Limited Limited Afghanistan Limited UAE UAE Uganda
British Virgin Islands British Virgin Islands British Virgin Islands
100% 100% 100%
99% 100% 100%
MANAGEMENT SERVICES
MTN NIC MTN (Netherlands) MTN (Netherlands)
BV BV Co-Op UA
Netherlands Netherlands Netherlands Lebanon
99,8
99,8%
100% 100% 100%
INTERNATIONAL BUSINESS
Galactic Engineering Vernis
Projects SA Associates SA Starcom Global Interserve Overseas Limited
Limited
Panama Panama British Virgin Islands
British Virgin Islands
99%
78% 100% 89%
ELECTRONIC SERVICES
Fourteenth Avenue
Investcom Global Investment Holding Servico SAL International Digital Middle East Internet aYo Holdings
Limited Limited Lebanon Services Middle East Holding S.A.R.L1 Limited
British Virgin Islands UAE Limited (IME)1
UAE Luxemburg Mauritius
99% 100% 99,97%
50% 50% 50%
MTN Nigeria Towers Investcom
SPV B.V. Telecommunications
Yemen Limited
Netherlands British Virgin Islands

100% 100%

TELECOMMUNICATIONS/ISP

Lonestar
MTN Afghanistan MTN South Sudan MTN Sudan
Communications MTN Cyprus Limited
Limited Limited Company Limited
Corporation LLC Cyprus
Afghanistan South Sudan Sudan
Liberia
60% 100% 100% 100% 85%

Spacetel Guinea- MTN Syria (JSC)

Scancom Limited Areeba Guinea S.A. Spacetel Benin SA
Bissau S.A. Syria
Ghana Guinea Benin
Guinea-Bissau

97,7% 100% 75% 75% 75%

Easynet Search MTN ICT Services

MTN Yemen
Limited PLC
Yemen
Ghana Ethiopia

82,8% 99,6% 99,9%

85
 2.3 Overview of MTN’s business
Strategy
MTN’s strategy is built around five strategic themes as per the table below. The themes of creating and managing stakeholder
value as well as innovation and best practice sharing describe MTN’s approach to its work, people and other stakeholders. Tangible
priorities within the themes of creating a distinct customer experience, driving sustainable growth and transforming its operating
model defines how MTN strives to secure a sustainable competitive advantage and deliver superior shareholder returns.
MTN further develops its strategic themes into strategic priorities, which have a three- to five-year time horizon as detailed below:

Strategic theme Strategic priorities over three to five years Key performance indicator target in 2015

Creating and managing • Sustainable shareholder returns • 5% to 15% dividend growth

stakeholder value • Responsible corporate citizenship • Opportunistic share buy-backs
• Creating a great place to work • Increase in positive media sentiment by 4%
• Instilling sound governance and values from a 2014 baseline
• Statistical improvement on vital behaviours
in the MTN Group culture audit

Creating a distinct customer • Brand leadership • Net Promoter Score improvements

experience • Customer experience • 17.5 million net additions
• Customer analytics • Implement core managed services
• Network quality and coverage

Driving sustainable growth • Growth of MTN in the digital space • Grow MTN Mobile Money (smaller
• Growth into adjacent sectors operations)
• Enterprise strategy • Increase new revenue streams
(enterprise, digital and message format
• Voice and data evolution
service) – target of US$2.4 billion
• M&A and partnerships
• Grow Enterprise Business Unit (EBU) revenue
30% year-on-year
• M&A and partnerships

Transforming its operating • Asset optimisation • Consolidated EBITDA margin of 44.6%

model • Supply chain management • Realisation of transformation benefits
• Process standardisation and optimisation • Improve procurement savings by more
than 7%
• Improve capex efficiency and effectiveness
in South Africa
• Improve capex efficiency and effectiveness
in Nigeria

Innovation and best practice • Innovation • Security framework rollout and adoption
• Best practice sharing into standard applications
• ICT: Enterprise BSS standardisation and M2M
strategy
• Digital readiness (services migration and
deployment)

2.4 Sustaining the MTN business

Vision and focus areas
For MTN, sustainability is about protecting and creating economic value for MTN and its stakeholders through responsible
environmental and social core business practices. To achieve this vision, MTN structures its implementation efforts using
a materiality-based approach. MTN’s material issues are classified in terms of three focus areas: creating sustainable economic
value through digital inclusion and enterprise services addressing social and environmental imperatives, ensuring MTN takes
responsibility for reducing its environmental impacts through its eco-responsibility focus, and contributing to sustainable societies
through addressing matters of ethics, anti-corruption, digital human rights and responsible labour practices.

86
Governance
The MTN Board dedicates standing agenda attention to sustainability considerations, risks, opportunities, stakeholder relations,
innovation and creation of stakeholder value within the business’ operating context. The board has delegated responsibility for the
MTN Group’s environmental, social and economic development performance to the MTN Group social and ethics committee, and
this responsibility is formally incorporated in the committee’s terms of reference. The MTN Group sustainability manager reports
to the executive for MTN Group corporate affairs, who reports to the MTN Group human resources and corporate affairs officer.
Quarterly committee reports ensure the MTN Group chief human resources and corporate affairs officer accounts for the business’
sustainability performance. This is a fundamental component to ensuring sustainability requirements are driven by and within core
business functions and integrated within planning and management cycles.
Materiality
Material issues are those issues that impact MTN’s ability to remain commercially viable and socially relevant to stakeholders.
The MTN Group follows the guidance of the sustainability standards and protocols as embodied in the UN Global Reporting
Initiative (GRI) 4 report for 2015, in structuring a framework for selecting material issues and assessing its performance across the
economic, social and environmental issues that most impact the business and stakeholders. Guidance is also sought by referring to
developments, reports, publications and work efforts of industry bodies such as GSMA and ITU.
To determine the issues most material to MTN’s sustainability each year, MTN takes the following sources into account:
• feedback from internal and external stakeholders that review the annual sustainability report;
• engagement with external stakeholders via letters or emails to sustainability@mtn.co.za, investor.relations@mtn.co.za,
foundations@mtn.co.za and mtngroup.pressoffice@mtn.co.za and to direct email addresses;
• information gained through engagements with regulatory authorities, media organisations, civil society and community-
based organisations, its customers, and general members of the public;
• feedback from and engagement with the JSE socially responsible investment index, the carbon disclosure project and MTN’s
investors, shareholders and research organisations that consult MTN or assess its responsible business performance;
• information from third-party questionnaires and assessments of MTN’s publicly reported performance by university
organisations and other third parties not commissioned by MTN; and
• MTN’s own internal review and research processes including industry, peer and global developments, and its risk and audit
management processes.
Issues identified through this process are weighted during an internal materiality review. These issues are reviewed by the executive,
and the MTN Group social and ethics committees. MTN undertakes this review periodically to ensure that it is responsive and can
adapt to changing operating conditions.
Corporate governance
A solid governance framework is essential for MTN to perform optimally, given the external environment in which it operates. Good
corporate governance ensures that MTN is sustainable and delivers on its corporate obligations and legislative requirements.
During 2015, the MTN Group continued to evolve its governance structures and practices to make sure that the business achieves
its vision to deliver a bold new digital world to its customers effectively, efficiently and transparently. MTN reviewed its governance
framework to reflect changes of strategic priority, structural alignment and international best practice.
Role of the board
The MTN Board remains committed to good governance and to ensuring an unequivocal tone from the top that requires
commitment by all to the values of integrity, transparency and uninterrupted oversight over MTN. This is to ensure that MTN
scrutinises and addresses all issues within its operating units.
In the current operating environment, the MTN Group’s culture and ethics are of paramount importance. The MTN Board is focused
on governance practices that are in sync with all legal and regulatory requirements and on making sure that MTN’s culture is one
which highlights the values of MTN. It is also focused on the systematic implementation of the cultural operating system and
ensuring a robust process for strategic decision-making to address inherent ethical challenges.
Board charter
The board charter is vital to the MTN Group’s governance framework, and:
• provides the legal framework within which the MTN Board operates;
• outlines the policies that the board has agreed upon to meet its responsibilities;
• assists MTN’s leadership in delivering good governance;
• allows communication of the MTN Board’s expectations to management; and
• serves as an induction tool for new directors to the MTN Board.

87
 Board committees
The MTN Board has delegated its authority to various board committees with the mandate to deal with governance issues and
report to the board on their activities on a quarterly basis.
Each committee operates under terms of reference which set out roles and responsibilities, composition and scope of authority.
These are reviewed on an annual basis.
The MTN Board is assisted in the discharge of its duties through the following committees:
• Audit committee;
• Group risk management, compliance and corporate governance committee;
• Social and ethics committee;
• Remuneration committee; and
• Nominations committee.
Delegation of authority
The MTN Board reserves all decision-making authority to itself, unless such power and authority is delegated to the MTN Group
president and CEO, with the intention of ensuring that the correct balance of responsibility is struck between the board and
executive management, in the interest of all stakeholders.
While the MTN Board plays an oversight role over MTN, the MTN Group president and chief executive officer and his executive
management are empowered to manage and lead the business on a day-to-day basis, guided by an approved delegation
of authority.
MTN’s delegated structures, which include the board committees, encourage and promote open discussion which enhances the
MTN Board’s monitoring function over all areas of MTN.

2.5 Future prospects

MTN continues to work towards achieving its vision of leading the delivery of a bold, new digital world to its customers. MTN is
in the process of undertaking, with external assistance, a deep and fundamental strategic review of its operations and processes
to ensure it is operating far more optimally given the pressure on voice revenues, evolving customer needs for high quality data
and more complex and competitive market environments. This will reset and position the business for future growth in a rapidly
evolving sector.
The following key areas will be addressed, as part of this review:
• An advanced analytics unit will be established to support the business to drive network quality and high-speed data connectivity
especially in key locations with high demand, provide compelling segmented offerings to consumers and enterprises, improve
customer service and increase targeted smartphone uptake.
• Operating efficiencies and improving customer service remain a priority with a focus on the service channels productivity
through digitisation and leveraging Mobile Money as a distribution channel. Continued network optimisation and improved
operating expenses management, including the implementation of zero-based budgeting, will also contribute to improving
efficiencies.
• MTN will continue to explore opportunities to create value through leveraging its extensive infrastructure across Africa and the
Middle East.
• Improving the way of work through increased co-ordination between different parts of the business is key to the success of
this strategy.
• The MTN Group will embark on a process of housing new revenue streams, particularly Digital Services, outside the core
business. This will allow for more agility and greater flexibility to accelerate growth in these areas. New revenue streams are
expected to increase their contribution to revenue over the next 12 to 18 months.
MTN will also continue to seek value-accretive expansion opportunities in selected geographies across Africa and the Middle East.
MTN’s investments in towers with IHS Holding Limited are evidenced by its substantial ownership interest in INT Towers Limited and
its direct investment in IHS. IHS continues to grow and develop its business with leading market positions in five markets and has
recently led in-market consolidation in Africa through its acquisition of Helios Towers Nigeria. IHS is now the largest independent
tower operator in EMEA by tower count and the tenth largest independent tower company in the world, with more than 24 000
towers. IHS is extremely well positioned for future growth and build-out from 3G upgrades and the move to LTE across its key
markets. MTN will benefit from IHS’ strong growth which will assist MTN in accelerating its network expansion in markets such as
Nigeria, further improving the benefits and services for its customers.
MTN aims to list MTN Nigeria on The Nigerian Stock Exchange during 2017 and has established a management task team with
the responsibility to guide the company towards such a listing. The proposed listing is subject to suitable market prevailing

88
 circumstances and conditions and the appropriate approvals from relevant regulators and other stakeholders.
Following the re-instatement of regulatory services, MTN expects to improve their competitiveness in Nigeria and anticipate an
improved performance for the remainder of the year. Data growth will also benefit from the increased investment in 3G and LTE
networks in key cities and the utilisation of the recently acquired spectrum.
MTN Ghana will proceed with the localisation of 35% of its shares during the course of 2016. This is a requirement of winning the
auction for a 4G/LTE licence earlier this year.
MTN is confident that by 31 December 2016 the business would have successfully completed the proposed management changes.
In 2017, MTN will have a permanent and refreshed senior management team to take the MTN Group forward.
MTN anticipates a positive growth trend in South Africa, supported by a strong focus on customer service and improving the
network quality, capacity and speed. Data growth will continue to be underpinned by ongoing significant investment in 3G and
LTE.
The continued easing of sanctions in Iran and its related economic uplift offers significant opportunities to expand services
particularly in the digital space, benefiting from MTN’s strong position and a youthful population. MTN continues to work towards
remitting some of its cash amounting to approximately R15,4 billion from MTN Irancell, although this a complex process.

June December December December December December

Financial information (unaudited) 20161 20152 20142 20132 20122 20112

Income statement – extracts (Rm)

Revenue 79 115 147 063 146 930 137 270 121 867 109 834
EBITDA 18 882 59 125 73 191 60 430 52 637 49 575
Profit from operations 5 191 35 328 49 645 41 152 36 685 35 512
Net finance costs (5 945) (3 010) (3 668) (1 234) (3 790) (1 512)
Income tax expense (4 726) (11 322) (13 361) (12 487) (11 835) (13 034)
Non-controlling interests 764 (3 366) (5 623) (4 111) (3 364) (3 033)
Attributable (loss)/earnings (5 489) 20 204 32 079 26 751 20 704 20 754
Headline (loss)/earnings (4 931) 13 600 28 183 25 860 20 018 19 811

Balance sheet – extracts (Rm)

Property, plant and equipment 93 462 106 702 87 546 92 903 73 905 64 914
Intangible assets and goodwill 52 172 55 887 36 618 37 751 32 594 32 672
Investments and loans 54 039 55 304 37 945 20 385 12 409 11 440
Bank balances, deposits and cash 32 690 43 536 48 736 45 673 34 565 43 458
Deferred tax and other assets 50 552 52 438 42 840 32 944 22 601 21 589
Total assets 282 915 313 867 253 685 229 656 176 074 174 073
Ordinary shareholders’ interest 116 669 146 369 128 517 116 479 89 006 88 897
Non-controlling interest 3 127 5 469 4 925 5 333 3 881 3 802
Interest-bearing liabilities 81 947 75 171 53 279 46 025 32 084 33 208
Deferred taxation and other liabilities 81 172 86 858 66 964 61 819 51 103 48 166
Total liabilities 163 119 162 029 120 243 107 844 83 187 81 374
Total equity and liabilities 282 915 313 867 253 685 229 656 176 074 174 073

Cash flow statement –

extracts (Rm)
Cash generated from operations 23 870 57 598 64 628 59 708 51 105 46 626
Cash (outflows)/inflows from
operating activities (436) 13 122 27 132 27 025 20 062 23 279
Cash outflows from investing
activities (14 209) (34 290) (25 991) (19 835) (24 212) (17 492)
Cash inflows/(outflows) from
financing activities 13 608 8 101 2 639 6 264 (5 280) (8 867)
Cash and cash equivalents 26 937 34 139 43 072 39 577 22 539 33 074
Dividends paid to equity holders of
the company (15 212) (23 506) (20 527) (16 187) (14 919) (11 722)

89
Financial information (unaudited) June December December December December December
(continued) 20161 20152 20142 20132 20122 20112

Acquisition of property, plant and

equipment (10 134) (21 612) (19 562) (24 568) (20 741) (13 191)

Performance per ordinary share

Basic (loss)/earnings (cents) (301) 1 109 1 752 1 460 1 126 1 119
Diluted (loss)/earnings (cents) (301) 1 106 1 742 1 452 1 120 1 111
Headline (loss)/earnings (cents) (271) 746 1 536 1 411 1 089 1 069
Dividends (cents) 250 1 310 1 245 1 035 824 749
Returns and profitability ratios
Return on assets (%)3 n/a 12.4 20.5 20.3 21.0 22.1
Return on average shareholders’
funds (%)4 n/a 9.9 23.0 25.2 22.5 24.6
EBITDA margin (%) 23.95 40.2 49.8 44.0 43.2 45.1
Adjusted free cash flow 15 501 29 514 47 785 30 266 23 810 33 170
Enterprise value/EBITDA multiple
(times)6 n/a 4 5.5 6.7 6.4 5.7
Effective taxation rate (%) 309.57 32.4 26.2 28.8 33.0 35.4

Share statistics
Number of ordinary shares in issue
(million)
– at period/year-end8 1 844 1 845 1 848 1 873 1 883 1 885
– weighted average during the
period/year 1 823 1 827 1 841 1 833 1 838 1 854
Closing price (cents per share) 14 306 13 289 22 141 21 702 17 760 14 373
Market capitalisation (Rm) 262 217 245 248 409 213 406 539 334 507 270 904

Operational information June December December December December December

(unaudited) 2016 2015 2014 2013 2012 2011

South Africa
Mobile penetration (%) 162 170 154 135 131 120
Market share (%) 32 34 34 35 38 34
Subscribers (million) 30 31 28 26 25 22
ARPU (ZAR) 83 92 92 108 122 134
EBITDA margin (%) 30 33 32 35 35 35
Capex/revenue (%) 24 27 15 14 16 11

Nigeria
Mobile penetration (%) 72 79 73 69 62 54
Market share (%) 46 45 49 49 48 50
Subscribers (million) 57 61 60 57 47 42
ARPU (US$) 5 6 6 7 9 10
EBITDA margin (%) 50 53 59 61 58 62
Capex/revenue (%) 9 10 16 30 36 18

Ghana
Mobile penetration (%) 117 114 102 99 91 78
Market share (%) 54 52 51 50 51 52
Subscribers (million) 17 16 14 13 12 10
ARPU (US$) 3 3 4 6 6 7
EBITDA margin (%) 39 40 37 38 37 37
Capex/revenue (%) 32 23 20 20 16 14

90
Operational information June December December December December December
(unaudited) (continued) 2016 2015 2014 2013 2012 2011

Iran
Mobile penetration (%) 126 123 120 114 113 103
Market share (%) 46 47 46 47 47 45
Subscribers (million) 47 46 44 41 41 35
ARPU (US$) 4 4 4 4 7 8
EBITDA margin (%) 38 41 43 43 44 43
Capex/revenue (%) 28 31 27 19 9 11

Syria
Mobile penetration (%) 84 84 82 81 59 58
Market share (%) 41 42 44 44 45 46
Subscribers (million) 6 6 6 6 6 6
ARPU (US$) 2 4 4 5 9 14
EBITDA margin (%) 29 18 19 17 23 26
Capex/revenue (%) 18 37 10 28 11 7

Cameroon
Mobile penetration (%) 71 69 73 69 62 54
Market share (%) 57 56 59 59 56 55
Subscribers (million) 9 9 10 7 7 6
ARPU (US$) 3 4 4 6 6 7
EBITDA margin (%) 38 36 43 46 46 44
Capex/revenue (%) 35 33 14 19 19 10

Ivory Coast
Mobile penetration (%) 105 109 84 79 77 75
Market share (%) 33 32 39 38 36 37
Subscribers (million) 8 8 8 7 6 6
ARPU (US$) 5 5 6 7 6 6
EBITDA margin (%) 36 34 39 41 40 42
Capex/revenue (%) 22 13 19 15 22 12

Uganda
Mobile penetration (%) 46 44 47 44 41 42
Market share (%) 53 51 57 54 53 52
Subscribers (million) 10 9 10 9 8 8
ARPU (US$) 2 2 3 4 4 4
EBITDA margin (%) 30 34 39 36 36 35
Capex/revenue (%) 13 18 13 12 13 26

Sudan
Mobile penetration (%) 69 67 69 73 73 53
Market share (%) 34 34 36 34 32 27
Subscribers (million) 9 8 9 9 8 6
ARPU (US$) 3 3 2 2 3 5
EBITDA margin (%) 35 35 34 32 28 22
Capex/revenue (%) 23 24 52 43 62 49
Notes:
(1) The June 2016 numbers have been extracted/derived or calculated from the interim results for the 6 months ended 30 June 2016.
(2) These December numbers have been extracted from the five-year financial review 2015 published on the MTN website (https://www.mtn.com).
(3) Profit from operations as a percentage of the average of the opening and closing balances of total assets.
(4) Headline (loss)/earnings as a percentage of the average of the opening and closing balances of MTN Ordinary Shareholders’ interest.
(5) The EBITDA margin increases to 37.1% after adjusting for the Nigeria fine, hyperinflation and realisation of deferred profit from the sale of towers in Ghana.
(6) Market capitalisation plus net debt (interest-bearing liabilities less bank balances, deposits and cash) divided by EBITDA.

91
(7) The effective tax rate decreases to 49.2% after adjusting for the impact of the Nigeria regulatory fine and hyperinflation.
(8) Including treasury shares and MTN Shares held by MTN Zakhele.

3. DOCUMENTS AVAILABLE FOR INSPECTION [reg 53]

The following documents will be available for inspection at the Registered Office of MTN Zakhele Futhi from Monday, 12 September 2016
to Friday, 4 November 2016, during normal business hours:
• a signed copy of this Prospectus;
• the MTN Zakhele Futhi MOI;
• a copy of MTN’s memorandum of incorporation;
• copies of the written consents of the Investment Bank; Corporate Advisor and Transaction Sponsor to MTN; the Investment Bank,
Corporate Advisor, Arranger and Bookrunner to MTN Zakhele Futhi; the Legal and Tax Advisor to MTN Zakhele Futhi, MTN Zakhele
and MTN; the Distribution Agent; the Registered Auditor to MTN Zakhele Futhi and MTN Zakhele; the Joint Independent Registered
Auditors to MTN; the Co-funders to MTN Zakhele Futhi; the Legal Advisor to the Co-funders; the Share Administration Agent, the
Independent Counsel to MTN Zakhele Futhi and MTN Zakhele; the Custodian to MTN Zakhele Futhi; the Corporate Advisor to MTN
Zakhele and the Company Secretary to MTN Zakhele Futhi;
• copies of the following agreements to which MTN Zakhele Futhi is a party: the Reversionary Pledge and Cession Agreement; the
Reversionary Account Cession; the MTN Tranche 1 Subscription and Call Option Agreement; the MTN Tranche 2 Subscription Agreement;
the MTN Tranche 3 Subscription Agreement; the Loan Transfer and Cession Agreement; the Implementation Agreement; the MTN
Zakhele Futhi Ords Subscription Agreement; the MTN Zakhele Futhi Pref Subscription Agreement; the First Ranking Guarantee; the
BIC2 Pledge and Cession (as defined in the MTN Zakhele Futhi MOI); the BIC2 Account Cession (as defined in the MTN Zakhele Futhi
MOI); the BIC2 Loan Account Cession (as defined in the MTN Zakhele Futhi MOI); the Subordination and Undertaking Agreement; the
Subject Shares Custody Agreement (as defined in the MTN Zakhele Futhi MOI) and the Account Bank and Agency Agreement;
• the powers of attorney, if applicable, and resolutions authorising the signing of the Prospectus; and
• the audited annual financial statements of MTN for the three years ended 31 December 2013, 2014 and 2015 and the reviewed
condensed consolidated interim financial statements of MTN for the six months ended 30 June 2015 and 30 June 2016.

92
 SECTION 5

INAPPLICABLE OR IMMATERIAL MATTERS

The following paragraphs of the Companies Act and the Companies Regulations are not applicable in the circumstances of the MTN Zakhele
Futhi Public Offer:

Regulation number Regulation heading

54(2) General statement of required information

55 Specific matters to be addressed for a limited offer

57(2) Name, address and incorporation

57(3)(a) and (b) Name, address and incorporation

59(2)(a) History, state of affairs and prospects of the company

59(4) History, state of affairs and prospects of the company

64(2)(c) Interest of directors and promoters

78 Report by auditor where company will acquire a subsidiary

80 Requirements for prospects of mining company

By order of the MTN Zakhele Futhi Board

SB Mtshali SA Fakie IS Cele

22 August 2016

Registered Office
216 – 14th Avenue
Fairland, Gauteng, 2195
South Africa
(Private Bag X9955, Cresta, 2118)

And, in so far as required and in relation only to the MTN Zakhele Re-investment Offer, by order of the MTN Zakhele Board

SEN Sebotsa GG Gelink SN Mabaso-Koyana

22 August 2016

Registered Office
4th Floor, Aloe Grove
Houghton Estate Office Park
2 Osborn Road
Houghton, 2198
South Africa
(PO Box 225, Highlands North, 2037)

93
ANNEXURE 1: EXTRACTS FROM THE MTN ZAKHELE FUTHI MOI

Capitalised terms used in this Annexure 1, but not defined in the Prospectus shall bear the meanings ascribed to such terms in the MTN Zakhele Futhi MOI.

2. INCORPORATED PROVISIONS OF THE RELATIONSHIP AGREEMENT

2.1 Without derogating from the provisions of the Relationship Agreement, but subject to clause 2.2 below, each of the provisions of:
2.1.1 clause 7 (BIC2 Shareholder undertakings) of the Relationship Agreement;
2.1.2 clause 8 (Restriction on Disposal or Encumbrance of BIC2 Ordinary Shares) of the Relationship Agreement;
2.1.3 clause 9 (Death) of the Relationship Agreement;
2.1.4 clause 10 (Involuntary sequestration/ liquidation) of the Relationship Agreement;
2.1.5 clause 11 (Call Option in favour of MTN) of the Relationship Agreement;
2.1.6 clause 12 (Calculation of the Call Reference Price) of the Relationship Agreement;
2.1.7 clause 13 (Funding of BIC2 by MTN) of the Relationship Agreement;
2.1.8 clause 14 (No restriction on MTN, its nominees or subsidiaries holding BIC2 Ordinary Shares, and founding shareholders) of the
Relationship Agreement;
2.1.9 clause 15 (MTN representation on the BIC2 Board) of the Relationship Agreement;
2.1.10 clause 16 (BIC2 Ordinary Shares certificates) of the Relationship Agreement;
2.1.11 clause 19 (BIC2 Ownership Certificate of Compliance) of the Relationship Agreement;
2.1.12 clause 20 (Listing) of the Relationship Agreement;
2.1.13 clause 21 (Maximum shareholding);
2.1.14 clause 22 (Refinancing); and
2.1.15 in so far as such clause relates to the aforegoing provisions, clause 24 (Breach) of the Relationship Agreement,
are hereby incorporated into this MOI and binding on the Company and its Shareholders hereunder (including in relation
to the grant of rights in favour of MTN and other third parties, as specified in such provisions) in accordance with the
stipulated terms as if such terms were expressly set out herein. Each such clause and sub-clause so incorporated will be
numbered with reference to the clause by which it is so incorporated and assigned a sub-clause number equal to the
relevant clause number in the Relationship Agreement, and clause cross-references within such clauses are amended
accordingly. (For example, clause 16.1 of the Relationship Agreement will be incorporated as clause 2.1.10.16.1.)

2.2 The application of any of the Incorporated Provisions or part thereof shall, however, for the purposes of this MOI be capable of being
suspended or waived, whether for a specific matter, or class of matters, or generally, and whether conditionally or unconditionally,
and from time to time: (i) by Written notice from MTN to the Company in respect of matters stipulated for the benefit of MTN,
and/or in respect of rights specifically accorded to it and (ii) in respect of any other matter, with the Written consent of MTN and, if
prior to the MTN Zakhele Futhi Discharge Date, the Preference Share Agent.

7. RESTRICTIVE CONDITIONS

7.1 The following special conditions shall apply to the Company (and the authority of the Directors, officers and other organs and
bodies of the Company shall be limited accordingly):
7.1.1 capitalised terms used in this clause 7.1.1 and in clause 7.3 shall bear the meanings ascribed to them in this clause 7.1.1
and/or in clause 1.4 read with Annexe A. Notwithstanding anything to the contrary contained in this MOI, until the later
of the date on which:
7.1.1.1 all the MTN Zakhele Futhi Preference Shares and/or BFC2 Preference Shares have been redeemed and the
Company has paid the Indemnified Amount, if any, into the BIC2 Security Account and/or the SARS Amount,
if any, into the BIC2 Security Account (as contemplated in clause 14 of the MTN Zakhele Futhi Preference Share
Subscription Agreement) (“Preference Share Discharge Date”); and
7.1.1.2 all obligations of the Company to MTN and any MTN Acceded Nominee under each Transaction Document to
which the Company is a party have been unconditionally discharged in full (“MTN Discharge Date”):

94
 7.1.1.2.1 no (a) agreement, or undertaking, whether directly or indirectly given, issued or entered into by
the Company (including, without limitation, any deed or instrument, arrangement, undertaking
or understanding whatsoever), (b)  indebtedness incurred including, without limitation any
indebtedness incurred by the Company entering into or becoming a party to any guarantee,
suretyship or indemnity, (c)  assent to or any participation in any amendment to its issued
or authorised Share Capital or issue of any new Shares in its capital or (d) assumption of any
obligation of whatsoever nature and howsoever arising, shall be of any force and effect unless,
and until, reduced to Writing and signed by the Company, MTN and, if prior to the Preference
Share Discharge Date, the Preference Share Agent save for:
7.1.1.2.1.1 the entry into, the performance of its obligations and enforcement of its rights
under and in terms of (a) the Transaction Documents to which the Company
is a party and/or which may be required to render same unconditional; and
(b) all documents, waivers, agreements, instruments or certificates required to be
delivered or performed by the Company under and in terms of the Transaction
Documents and implementation thereof, whether in order to render the same
unconditional, or otherwise; (c) any amendments or reinstatement of any of the
Transaction Documents; and (d) any Refinancing Agreements;
7.1.1.2.1.2 the incurral of costs and expenses in the ordinary course and scope of its
business and which are necessary for the maintenance of its corporate
existence (including, without limitation, any audit and/or legal fees) and which
are permitted by the Transaction Documents;
7.1.1.2.1.3 exercising any voting or other rights attaching to the Subject Shares or the
Additional Shares (as defined in Annexe A to this MOI);
7.1.1.2.1.4 issuing of MTN Zakhele Futhi Ordinary Shares in its Share Capital to the MTN
Zakhele Futhi Ordinary Shareholders;
7.1.1.2.1.5 the appointment of Professional Advisors;
7.1.1.2.1.6 the borrowing of BIC2 Subordinated Loans;
7.1.1.2.1.7 the opening of the BIC2 Collection Account, the BIC2  Security Account, the
BIC2 Top-Up Loan Account, the Subject Share Securities Account, the BIC2
Public Offer Account, the BIC2 Provisions Account, the BIC2 Tax Provisions
Account and any other bank account referred to in the Account Bank and
Agency Agreement in terms of which inter alia each of the Security Custodian,
the Calculation Agent, the Account Bank, the BIC2 Administrator and the BFC2
Administrator are appointed to perform certain functions in relation to the
Transaction Documents, all on the terms and conditions contained therein;
7.1.1.2.1.8 rendering tax and other statutory returns; and
7.1.1.2.1.9 the carrying on the business of holding and managing the MTN Shares, cash and
other property as may be received or acquired solely by virtue of or in relation
to the MTN Shares, subject to the provisions of the Transaction Documents;
7.1.2 without derogating from the restrictions set out in clause 7.1.1 and in addition thereto: (i) prior to the Preference Share
Discharge Date, except pursuant to or as expressly required or permitted under the Transaction Documents to which it is a
party or with the prior Written consent of the Preference Share Agent; and (ii) during the MTN Zakhele Futhi Empowerment
Compliance Period, except pursuant to or as is expressly required or permitted under the BEE Transaction Documents to
which it is a party, unless, and until, the Company obtains the prior Written consent of MTN, none of the following shall be
of any force or effect (and, to the maximum extent permitted by law, the powers of the board of Directors of the Company
and each other body and organ shall be restricted accordingly):
7.1.2.1 any alteration to the Company’s issued or authorised Share Capital including issuing any options or
instruments which are by nature equity;
7.1.2.2 any variation, amendment or other alteration by the Company of the rights attaching to any class of Shares in
its Share Capital;
7.1.2.3 any cancellation, repurchase, consolidation, subdivision or extension of any rights offer over its Shares;
7.1.2.4 any incurrence of any material indebtedness other than as is permitted in terms of the BEE Transaction
Documents;
7.1.2.5 any change by the Company to this MOI (to the extent such is within the Company’s power) or the Company
agreeing to an amendment to this MOI;

95
 7.1.2.6 any holding by the Company of any investment or conducting of any business, other than as set out in
clause 5 of this MOI;
7.1.2.7 any Disposal of or Encumbrance or entry into of any other transaction in respect of the MTN Shares (or any
rights and interests therein);
7.1.2.8 any Disposal of or Encumbrance of or ceasing to exercise direct control over the whole or any material part
of the Company’s present or future undertakings, assets, rights or revenues, whether by one or a series of
transactions related or not;
7.1.2.9 any amendment or modification by the Company, or consent by the Company to the amendment or
modification of, any BEE Transaction Document to which it is a party, the effect of which is or may, in the
opinion of MTN, be materially adverse to the rights, obligations or interests of MTN and/or any member of the
MTN SA Group, including under the BEE Legislation;
7.1.2.10 any entry into by the Company of any merger, consolidation, or amalgamation or similar restructuring;
7.1.2.11 making any loans, the granting by the Company of any credit or giving of any guarantee, insurance or
indemnity to or for the benefit of any person or otherwise voluntarily assuming any liability by the Company,
whether actual or contingent, in respect of any obligation of any other person; and/or
7.1.2.12 undertaking, issuing or entering into, whether directly or indirectly, by the Company of any agreement,
arrangement, undertaking or understanding whatsoever except only as is necessary for or reasonably
incidental to the purpose of conducting the limited business permitted in clause 5 or for exercising its rights,
or performing its obligations, under the BEE Transaction Documents to which it is a party.

7.2 For the avoidance of doubt, subject to compliance with clauses 6 and/or 7 the Company shall have the capacity and authority to
negotiate, enter into and implement the Transaction Documents, the BEE Transaction Documents and the Refinancing Agreements
to which it is a party.

7.3 No amendment, variation, modification, supplement or deletion of clause 7.1.1 shall be effective unless reduced to Writing and
executed by (i)  the Company, MTN and the Preference Share Agent if such amendment, variation, modification, supplement
or deletion occurs prior to the Preference Share Discharge Date; and (ii) the Company and MTN if such amendment, variation,
modification, supplement or deletion occurs after the Preference Share Discharge Date.

7.4 No amendment, variation, modification, supplement or deletion of clause 7.1.2 and/or of any provision of this MOI shall be effective
unless specifically consented to in Writing by MTN and, if such amendment, variation, modification, supplement or deletion is
proposed prior to the Preference Share Discharge Date, also the prior Written consent of the Preference Share Agent.

7.5 There are no other conditions applicable to the Company.

8. AMENDMENTS TO THE MOI

8.1 During the MTN Zakhele Futhi Empowerment Compliance Period, each of the MTN Zakhele Futhi Shareholders undertakes in
favour of MTN that she shall not vote in favour of any resolution for the amendment or substitution or other alteration of this
MOI, except in accordance with the Conditions, unless the amendment, substitution or alteration thereto, as the case may be, has
received the prior Written approval of MTN and, if such amendment, substitution or alteration is requested prior to the Preference
Share Discharge Date, the Preference Share Agent.

8.2 Save for correcting errors substantiated as such from objective evidence or which are self-evident errors (including, but without
limitation eiusdem generis, spelling, punctuation, reference, grammar or similar defects) in the MOI, which the Board is empowered
to do, all other amendments of the MOI shall, subject to clause 8.1, be effected in accordance with section 16(1) and 16(4) of the
Companies Act. The Board shall publish a copy of any such correction effected by the Board on the Company’s web site (if any).

10. AUTHORISED SECURITIES

10.1 The Company is authorised to issue (and, as applicable, re-issue if and upon any such issued Shares being cancelled or
repurchased and otherwise being restored to authorised, but unissued, Shares) the following numbers and classes of Shares (which
includes Shares already issued at any time):

10.1.1 300 000 000 ordinary Shares of no par value, designated as “MTN Zakhele Futhi Ordinary Shares”, which shall have voting
rights, on the basis set out in clause 21.23, in respect of every matter that may be decided by voting and which shall
rank after all other classes of Shares in the Company which do not rank pari passu with the MTN Zakhele Futhi Ordinary
Shares as regards Distributions, except as otherwise provided under the conditions of issue of such other class of Shares

96
 (provided that, for the avoidance of doubt, no such other Shares shall rank ahead of or pari passu with the MTN Zakhele
Futhi Preference Shares);
10.1.2 3  200  000 cumulative redeemable non-participating preference Shares of no par value, designated as “MTN Zakhele
Futhi Preference Shares”, having the preferences, rights, limitations and other terms set out in Annexe A to this MOI.

10.2 Save as otherwise expressly limited in this MOI, and subject to the provisions of clause 7 hereof, the Board shall have the powers
under section 36(3) of the Companies Act where so permitted by MTN in Writing (whether in relation to a specific exercise of such
power/s or generally), and otherwise such powers shall vest in the Shareholders in general meeting.

10.3 Subject to the provisions of the Companies Act and this MOI (including clause 2 and clause 7), any Share in the Company may
be issued with or have attached thereto such preferred, deferred or other special rights or such restrictions, whether in regard to
dividend, return of Share Capital or otherwise, and (subject as provided by the Companies Act) such limited or suspended rights
to voting as the Company in general meeting may from time to time determine; provided that the Company may by Resolution
passed at a general meeting direct that Shares shall be issued by the Directors on such terms and conditions, and with such rights,
privileges or restrictions attached thereto as the Directors may determine; provided further that special rights previously conferred
on the Holders of existing Shares or class of Shares shall not be varied other than in accordance with clauses 10.4 and Annexe A
(as applicable).

10.4 Save as otherwise provided for in Annexe A, and subject to clause 7, the Companies Act and any other provisions of this MOI,
no preferences, rights, limitations and other terms for the time being attached to any class of Shares of the Company may
(unless otherwise provided by the terms of the Shares of that class) whether or not the Company is being wound up, be varied in
any manner adverse to the Holders of that class of Shares, unless:

10.4.1 the prior Written consent of the Holders of not less than 75% (seventy five per cent) of the issued Shares of that adversely
affected class has been obtained; or
10.4.2 a Special Resolution has been passed by the Holders of that adversely affected class of Shares with the support of more
than 75% (seventy five per cent) of the voting rights exercised on the Special Resolution at a separate meeting of the
Holders of that class; or
10.4.3 in relation to clause 2 (and any consequential provisions of any other clause which refers to or incorporates the provisions
of such clause 2), by any agreement between MTN and the Company which is approved by a Special Resolution passed
by the Holders of MTN Zakhele Futhi Ordinary Shares with the support of more than 65% (sixty five per cent) of the Voting
Rights exercised on the Special Resolution at a separate meeting of the Holders of the MTN Zakhele Futhi Ordinary Shares
at that meeting.

10.5 The provisions of this MOI relating to Shareholders Meetings shall mutatis mutandis apply to any such separate meeting except that:

10.5.1 subject to section 63(3)(a) of the Companies Act, the necessary quorum shall (unless there is only 1 (one) Shareholder of
such class) be Holders holding or representing by proxy not less than 25% (twenty five per cent) of the issued Shares of
that class in respect of MTN Zakhele Futhi Ordinary Shares and 25% (twenty five per cent) of the issued Shares of that class
in respect of any other class of Shares; and
10.5.2 if at any adjourned meeting such quorum is not present, the Shareholders Present shall form a quorum and that any
Holder of Shares of the class Present in person or by proxy may demand a poll and, on a poll, shall have one vote for each
Share of the class of which she is a Holder.

10.6 Save as otherwise provided for in Annexe A, and subject to clause 7, the creation or issue of additional Shares ranking in all respects
as to capital and dividends after the MTN Zakhele Futhi Preference Shares and/or MTN Zakhele Futhi Ordinary Shares shall not be
deemed to be a variation of the preferences, rights, limitations and other terms of the Holders of any MTN Zakhele Futhi Preference
Shares and/or MTN Zakhele Futhi Ordinary Shares.

10.7 Save as otherwise provided for in Annexe A, and subject to clause 7, the preferences, rights, limitations and other terms conferred
upon the Holders of the Shares of any class shall not, unless otherwise expressly provided by the conditions of issue of such Shares,
be deemed to be varied by the creation or issue of further Shares ranking pari passu therewith.

10.8 Save as otherwise provided for in Annexe A, and subject to clause 7, the preferences, rights, limitations and other terms conferred
upon the Holders of the MTN Zakhele Futhi Ordinary Shares shall not be deemed to be varied by the creation or issue of Shares
ranking in priority to such Shares, whether as to Distributions, capital or otherwise.

97
11. INCREASE OR REDUCTION OF SHARE CAPITAL
Subject to clauses 10.2 and 7:

11.1 the Company may from time to time by a resolution of Shareholders passed in accordance with the Companies Act increase the
number of its Shares of no par value to such number, as the resolution shall prescribe;

11.2 the Company may increase its Share Capital, if any, constituted by Shares of no par value by transferring reserves or profits to the
stated capital, with or without a distribution of Shares;

11.3 except insofar as is otherwise provided by the conditions of issue or by this MOI, any capital raised by the creation and issue of new
Shares shall be considered part of the original capital, and shall be subject to the provisions herein contained with reference to
transfer and transmission and otherwise;

11.4 the Company may from time to time by a resolution of Shareholders passed in accordance with the Companies Act reduce its
Share Capital, stated capital or any capital redemption reserve fund in any manner permitted by law and, without prejudice to
the generality of the power hereby conferred, may cancel any Paid-Up capital which is lost or unrepresented by available assets,
or pay off any Paid-Up capital which is in excess of the wants of the Company. Any capital which is in excess of the wants of the
Company may be paid in cash or may be satisfied either wholly or in part, by the distribution of specific assets, including Paid-Up
Shares or debentures of any other company or in any way specified in the Special Resolution reducing the capital. If any difficulty
arises in regard to the distribution, the directors may settle the same as they think expedient, and in particular may fix the value for
distribution of such specific assets and they may determine that cash payments shall be made to any Shareholders on the basis of
the value so fixed in order to adjust the rights of all parties and they may vest any such assets in trustees upon such trusts as the
Directors deem appropriate. If as a result of a reduction of capital, any Shareholder becomes entitled to specific assets and does not
claim such assets within 6 (six) months from the date she became so entitled, the Directors may sell such assets and, after deducting
the expenses of such sale, hold the balance of the proceeds of the sale for the account of the Shareholder. All unclaimed amounts
due as a result of a reduction of capital or a consolidation of any Shares in terms of clause 12 may be invested or otherwise utilised
by the Directors for the benefit of the Company until claimed.

11.5 Dividends shall be declared in the currency of South Africa. The Directors may from time to time make such regulations as they
may think fit in regard to the payment of dividends to Shareholders having registered addresses outside South Africa, and such
regulations may provide for the payment of such dividends in any foreign currency and the rate of exchange at which such payment
shall be made and such other matters as the Directors may think fit.

11.6 Upon a resolution of Shareholders passed in accordance with the Companies Act authorising the Directors to apply for the name
of the Company to be struck off the register of companies, the Directors may nominate a trustee or trustees as paying agent for the
final repayment of capital and may pay to such trustee or trustees for distribution to Shareholders in accordance with their rights
the full amount of such final repayment of capital, and may also pay to such trustee or trustees all amounts unclaimed in respect of
dividends and repayments of capital not forfeited pursuant to the provisions of the MOI to be held by such trustee or trustees for
the benefit of the Persons entitled thereto until the said amounts are claimed by such Persons, or until such amounts become liable
to or qualify for payment into the Guardians Fund in accordance with the provisions of the Administration of Estates Act, No. 66 of
1965, as amended. Upon payment to the trustee or trustees pursuant hereto, the Company shall be absolved from all or any claims
which any Shareholder may have had in respect of such dividends or repayments of capital and the said Shareholder’s rights shall
thenceforth be confined to making claim upon the said trustee or trustees or the Guardians Fund as the case may be.

12. ALTERATIONS OF CAPITAL AND ALTERATION OF THIS MOI

12.1 Subject to clauses 10.2 and 7, the Company may from time to time by a resolution of Shareholders passed in accordance with the
Companies Act, and subject to applicable law:
12.1.1 consolidate and reduce the number of the issued Shares;
12.1.2 increase the number of its issued Shares without an increase of its stated capital;
12.1.3 cancel any Shares which, at the time of passing of the resolution in respect thereof, have not been taken or agreed to be
taken by any Person, and diminish the amount of its Share Capital by the amount of the Shares so cancelled;
12.1.4 vary, modify or amend any preferences, rights, limitations and other terms attached to any Shares whether issued or
not (including the conversion of any Shares into preferred Shares) subject to any consent or sanction required from the
Holders of that and/or any other class of shares under clause 10;
12.1.5 approve the acquisition of Shares or debentures issued by the Company or, if the Company is a subsidiary, by its holding
company, which approval may be a general approval subject to the provisions of the Companies Act or a specific approval
for a particular transaction;

98
 12.1.6 convert all its Shares of one class having a par value into stated capital constituted by Shares of no par value;
12.1.7 convert any of its Shares, whether issued or not, into Shares of another class, including preference Shares which are, or at
the option of the Company are liable to be redeemed; and/or
12.1.8 amend, vary or substitute this MOI, or any part thereof.

12.2 Anything done in pursuance of clause 12.1 shall be done in a manner provided and subject to any conditions imposed by the
Companies Act and subject to any restrictions in the MOI, so far as they shall be applicable, and so far as they shall not be applicable,
in accordance with the terms of the resolution authorising the same and, so far as such resolution shall not be applicable, in
such manner as the Directors deem most expedient. Whenever as the result of any consolidation a fraction of a Share is included
in the holding of any Shareholder such fraction (together, where applicable, with other fractions included in holdings of other
Shareholders) may be sold by some person appointed by the Directors for that purpose and the proceeds thereof paid to such
Shareholder. When a fraction is sold as aforesaid the person so appointed to sell it shall be deemed to be authorised to make such
sale the validity of which shall not be questioned. The Directors shall cause a rateable proportion of the net proceeds of the sale to
be accounted for to the Holders whose fractions of Shares are so sold.

13. ACQUISITION BY THE COMPANY OF ITS OWN SHARES

Subject to the Companies Act and this MOI (including clause 7), the Company may from time to time acquire Shares in itself and may also
permit a subsidiary of the Company to acquire Shares issued by the Company.

15. CERTIFICATED AND UNCERTIFICATED SECURITIES AND SECURITIES REGISTER

15.1 Subject to clause 15.2, during the MTN Zakhele Futhi Empowerment Compliance Period, unless otherwise agreed between MTN
and MTN Zakhele Futhi:
15.1.1 all MTN Zakhele Futhi Ordinary Shares shall be held as Uncertificated MTN Zakhele Futhi Ordinary Shares in the name of
the Custodian to act as the registered Nominee Holder, holding such Uncertificated MTN Zakhele Futhi Ordinary Shares
for and on behalf of each MTN Zakhele Futhi Shareholder who will be the Beneficial Holder thereof. Each MTN Zakhele
Futhi Shareholder agrees to be bound by the provisions of the Strate Rules and Directives, as well as any applicable
custody/mandate arrangement with the Custodian (to the extent that they relate to them (save that they shall not be
liable for the fees of the Custodian in respect of the custodial role during the MTN Zakhele Futhi Shareholder Minimum
Investment Period)), in respect of her MTN Zakhele Futhi Ordinary Shares;
15.1.2 if and to the extent that, for whatever reason, any MTN Zakhele Futhi Ordinary Share is at any time held as either
(i) a Certificated MTN Zakhele Futhi Ordinary Shares or (ii) an Uncertificated MTN Zakhele Futhi Ordinary Share with the
registered holder being someone other than the Custodian, and MTN and MTN Zakhele Futhi have not agreed that MTN
Zakhele Futhi Ordinary Shares may be held otherwise than as Uncertificated MTN Zakhele Futhi Ordinary Shares with the
Custodian, then each relevant MTN Zakhele Futhi Shareholder unconditionally undertakes to MTN and the Company and
agrees that:
15.1.2.1 it shall, at MTN’s election, either:
15.1.2.1.1 allow any Certificated MTN Zakhele Futhi  Ordinary Share to be dematerialised into an
Uncertificated MTN Zakhele Futhi Ordinary Share within 14 (fourteen) days of receipt of a
Written notice from MTN requesting that such MTN Zakhele Futhi  Ordinary Share be so
dematerialised, and the relevant MTN Zakhele Futhi Shareholder hereby unconditionally and
irrevocably consents to, and authorises and instructs MTN and/or the Company to procure the
dematerialisation, with such Uncertificated MTN Zakhele Futhi Ordinary Share to be held in the
name of a Nominee Holder appointed by the Company to act as the registered holder; or
15.1.2.1.2 deposit the share certificate in respect of any Certificated MTN Zakhele Futhi Ordinary Share
with the Custodian within 14 (fourteen) days of receipt of a written notice from MTN requesting
that the share certificate for such MTN Zakhele Futhi Ordinary Share be so deposited with the
Custodian, who will retain such Certificated MTN Zakhele Futhi Ordinary Share for so long as it
is held in such form;
15.1.2.2 for so long as such MTN Zakhele Futhi Ordinary Share is held in uncertificated form other than in the name of
the Custodian, it shall only be deposited with a CSDP approved of by MTN, it being recorded that MTN shall
require that such MTN Zakhele Futhi Shareholder’s mandate agreement with the relevant CSDP recognises
the relevant terms and restrictions in respect of such MTN Zakhele Futhi Ordinary Share as contained in the
Relationship Agreement and this MOI; and
15.1.2.3 it shall not give any instructions to its CSDP which would constitute or result in a contravention of the
Relationship Agreement or this MOI; and

99
 15.1.2.4 an MTN Zakhele Futhi Shareholder will, subject to clause 15.2, be entitled to rematerialise her Uncertificated
MTN Zakhele Futhi Ordinary Shares in accordance with section 49(6) read with section 54 of the Companies
Act, whereupon her MTN Zakhele Futhi  Ordinary Shares will be held in certificated form subject to the
principles recorded in clause 15.1.2.1.2.

15.2 During the BEE Listing Period, the MTN Zakhele Futhi Ordinary Shares may be held as Certificated MTN Zakhele Futhi Ordinary
Shares or Uncertificated MTN Zakhele Futhi Ordinary Shares; provided that:
15.2.1 if an MTN Zakhele Futhi Ordinary Share is held as a Certificated MTN Zakhele Futhi Ordinary Share, the share certificate in
respect thereof shall be deposited with and retained by the Custodian for so long as it is held in such form; and
15.2.2 if an MTN Zakhele Futhi Ordinary Share is held as an Uncertificated MTN Zakhele Futhi Ordinary Share:
15.2.2.1 the relevant MTN Zakhele Futhi Shareholder’s mandate agreement with the person providing custody and
administration services in respect of such Uncertificated MTN Zakhele Futhi Ordinary Share (including any
nominee or intermediary of such service provider) must be an Approved Nominee and shall accordingly
be required to recognise the restrictions imposed upon the holding and/or transfer of such MTN Zakhele
Futhi Ordinary Share as contained in the Verification Terms and Conditions; and
15.2.2.2 the relevant MTN Zakhele Futhi  Shareholder shall not give any instruction to its broker or CSDP (or any
nominee or intermediary thereof or Nominee Holder) which would constitute or result in a contravention of
the provisions of the BEE Listing Terms and Conditions.
15.2.3 should the BEE Listing be terminated for whatsoever reason at any time during the MTN Zakhele Futhi Empowerment
Compliance Period, the provisions of clauses 15.2.1 and 15.2.2 shall cease to apply and the provisions of clause 15.1 shall
thereupon again apply for the remainder of the MTN Zakhele Futhi Empowerment Compliance Period.

15.3 The Company shall maintain a Securities Register which shall reflect:
15.3.1 the number of Securities authorised and the number available to be issued and the date of authorisation;
15.3.2 the total number of Securities of a class that have been issued, re‑acquired or surrendered to the Company;
15.3.3 the number of Securities of that class that are the subject of options or conversion rights which, if exercised, would require
Securities of that class to be issued.

15.4 As soon as practicable after:

15.4.1 issuing any Securities, the Company must enter or cause to be entered in its Securities Register, in respect of every class of
Securities evidenced by certificates that it has issued:
15.4.1.1 the names and addresses and identity numbers of the Persons to whom the Securities were issued;
15.4.1.2 those Persons’ Electronic Addresses who have furnished them;
15.4.1.3 the number and class of Securities issued to each of them, the date of issue, distinguishing numbers and the
Consideration;
15.4.1.4 the total number of Securities of a class held by any Person;
15.4.1.5 the date on which any such Securities were transferred by the Holder or by operation of law to another Person
or re‑acquired by or surrendered to the Company;
15.4.1.6 the number of, and prescribed circumstances relating to, any Securities:
15.4.1.6.1 that have been placed in trust as contemplated in section 40(5)(b)(ii) of the Companies Act by
reason of not having been fully paid for; or
15.4.1.6.2 whose transfer has been restricted;
15.4.1.7 as regards debt instruments as contemplated in section 43 of the Companies Act:
15.4.1.7.1 the number of those Securities still in issue;
15.4.1.7.2 the names and addresses of the Holders of the Securities;
15.4.2 the re‑acquisition or surrender of any Securities, the Company must enter or cause to be entered in its Securities Register,
in respect of Securities re‑acquired or surrendered:
15.4.2.1 the date on which the Securities were re-acquired or surrendered to the Company;
15.4.2.2 the distinguishing number or numbers of any certificated Securities re‑acquired or surrendered to the
Company;

100
 15.4.2.3 the Consideration for which the Securities were re‑acquired by, or surrendered to the Company; and
15.4.2.4 the name of the Person from or by whom the Securities were re‑acquired or surrendered, as the case may be;
15.4.3 transferring any Securities, the Company must enter or cause to be entered in its Securities Register, in respect of Securities
evidenced by certificates that it has transferred:
15.4.3.1 the name and address of the transferee;
15.4.3.2 the description of the Securities, or interest transferred;
15.4.3.3 the date of the transfer;
15.4.3.4 the value of any Consideration still to be received by the Company on each Security or interest, in the case of
a transfer of Securities the subscription price for which has not been fully paid; and
15.4.3.5 any other information contemplated in clause  15.4.1, any reference to issue being read as a reference to
transfer,
provided that such entry may only be made where to do so is in compliance with section 51(6) of the
Companies Act.

15.5 Securities certificates shall be issued in such manner and form as the Directors shall from time to time prescribe save that they must,
if and to the extent so required under the Companies Act:
15.5.1 state on the face:
15.5.1.1 the name of the Company;
15.5.1.2 the name of the Person to whom the Securities were issued;
15.5.1.3 the number and class of Shares and the designation of the series, if any, evidenced by that certificate; and
15.5.1.4 any restriction on the transfer of the Securities evidenced by that certificate;
15.5.2 be signed by two Persons authorised by the Board by autographic, mechanical or electronic means.

15.6 Each class of Shares, and any other Securities, must be distinguished by an appropriate numbering system.

15.7 Each Holder shall be entitled to 1 (one) certificate for all the Securities of a particular class registered in his name, or to several
certificates, each for a part of such Securities.

15.8 A certificate for Securities registered in the names of 2 (two) or more Persons shall be Delivered (but clause 37.3 shall not apply) to
the Person first named in the Securities Register and Delivery of a certificate for Securities to that Person shall be a sufficient Delivery
to all joint Holders.

15.9 If a certificate for Securities is defaced, lost or destroyed, it may be renewed, on such terms, as to evidence and indemnity and
payment of such fee as the Directors think fit, and (in case of defacement) on delivery of the old certificate to the Company.

15.10 A Person:
15.10.1 acquires the rights associated with any particular Securities of the Company when that Person’s name is entered in the
Company’s Securities Register as a Person to whom those Securities have been issued or transferred; and
15.10.2 ceases to have the rights associated with any particular Securities of the Company when the transfer to another Person,
re‑acquisition by the Company, or surrender to the Company of those Securities has been entered in the Company’s
Securities Register.

15.11 The Directors may suspend the registration of transfers of Shares (other than the MTN Zakhele Futhi Preference Shares) during the
period up to 14 (fourteen) Business Days immediately preceding any general meeting of the Company and at any other times,
provided that the periods of suspension at such other times shall not in any 1 (one) year exceed 60 (sixty) Business Days. During the
BEE Listing Period, the provisions of this clause 15.11 shall be subject to the JSE Listings Requirements.

15.12 The Directors may decline to register any transfer unless:

15.12.1 the instrument of transfer, duly stamped, is lodged with the Company, accompanied (unless the Directors either generally
or in any particular case otherwise resolve) by the certificate of the Shares to which it relates, and such other evidence
as the Company may reasonably require to show the right or capacity of the transferor to make the transfer and of the
transferee to accept it;

101
 15.12.2 the Securities transfer tax (if any) thereon has been paid;
15.12.3 the instrument of transfer is in respect of only one class of Share;
15.12.4 the provisions of any law affecting transfer have been complied with; and
15.12.5 (where applicable) the provisions of clause 17 have been complied with.

15.13 In addition to clause 15.12, during the MTN Zakhele Futhi Empowerment Compliance Period, save as MTN may otherwise permit by
prior Written consent, no transfer of MTN Zakhele Futhi Ordinary Shares may be effected, and the Directors shall decline to register
any such transfer, unless:
15.13.1 such transfer is permitted in accordance with clauses 2.1.2, 2.1.3, 2.1.4, 2.1.5, 2.1.6, 2.1.8 and/or 2.1.13;
15.13.2 the transferee has agreed to be bound by the terms of the Relationship Agreement and this MOI by executing a Deed of
Adherence (or otherwise is bound in a form and on terms to the reasonable satisfaction of MTN), and has delivered such
Deed of Adherence to the secretary.

15.14 If the Directors refuse to register a transfer they shall within 30 (thirty) Business Days after the date on which the instrument of
transfer was lodged, send to the transferee notice of the refusal.

15.15 Nothing contained in this MOI (but for the avoidance of doubt subject to clause 17) shall preclude the Company from recognising
a renunciation of the allotment of any Share by the allottee in favour of some other Person.

15.16 As regards any uncertificated Securities issued by the Company at any time, the Company shall comply with the provisions of
sections 52 to 55 (both sections inclusive) of the Companies Act.

16. BENEFICIAL INTERESTS

16.1 The Company shall permit Securities to be held by one Person for the Beneficial Interest of another pursuant to section 56(1) of the
Companies Act; provided that:
16.1.1 subject to clause 16.1.2, during the MTN Zakhele Futhi Empowerment Compliance Period, Securities shall not be held by
one Person for the Beneficial Interest of another without the prior Written consent of MTN; and
16.1.2 during the BEE Listing Period, the prohibition contemplated in clause  16.1.1 shall cease to apply; provided, however,
that the Person who holds any MTN Zakhele Futhi Ordinary Shares for the Beneficial Interest of another as a condition
to such holding recognises the terms and restrictions transfer in respect of such MTN Zakhele Futhi Ordinary Share as
contained in the Relationship Agreement, this MOI and the Verification Terms and Conditions, and the relevant MTN
Zakhele Futhi Shareholder shall procure that the registered holder shall not give any instructions in respect of such MTN
Zakhele Futhi Ordinary Shares which would constitute or result in a contravention of the Relationship Agreement, this MOI
and the Verification Terms and Conditions.

16.2 Save as set out in the specific terms and conditions of any documents in terms of which Securities other than Shares are to be
issued, the Company shall not permit Securities to be voted upon by the holder of a Beneficial Interest who does not hold a
proxy appointment from the Holder, notwithstanding any agreement permitting the holder of the Beneficial Interest to vote the
Securities to the exclusion of the Holder between the Holder and the holder of the Beneficial Interest.

16.3 If any Securities of the Company are registered in the name of a Person who is not the Holder of the Beneficial Interests in all such
Securities of the Company, that registered Holder of Securities must disclose:
16.3.1 the identity of the person on whose behalf the Securities are held; and
16.3.2 the identity of each Person with a Beneficial Interest in the Securities so held, the number and class of Securities held for
each such Person with a Beneficial Interest, and the extent of each such Beneficial Interest,
in accordance with the time periods as stipulated in section 56(4) of the Companies Act.

17. RESTRICTIONS ON THE SALE OR ENCUMBRANCE AND TRANSMISSION OF MTN Zakhele Futhi ORDINARY SHARES
Notwithstanding any provision of clause 15 (and such clause being read as subject to this clause 17), during the MTN Zakhele
Futhi Empowerment Compliance Period, the Disposal and/or Encumbrance and/or transfer and/or registration of transfer of MTN Zakhele
Futhi Ordinary Shares shall be subject to and, as applicable and where permitted, shall be effected in accordance with clauses 2.1.1, 2.1.2,
2.1.3, 2.1.4, 2.1.5 (read with clause 2.1.6), 2.1.7, 2.1.8 and 2.1.13 (incorporating respectively the provisions of clauses 7.1.1, 7.1.2, 8, 9, 10, 11
(read with clause 12), 13, 14 and 21 of the Relationship Agreement), as read with clause 2.2.

102
21. SHAREHOLDERS MEETINGS AND ROUND ROBIN RESOLUTIONS

21.1 The Company shall convene an Annual General Meeting once in every calendar year, but no more than 15 (fifteen) months after
the date of the previous Annual General Meeting, or within an extended time allowed by the Companies Tribunal, on good cause
shown, which must, at a minimum, deal with such matters as are required under the Companies Act to be dealt with at such
meeting.

21.2 The Company shall, as determined by the Board, either:

21.2.1 hold a Shareholders Meeting in order to consider one or more resolutions; or
21.2.2 as regards such resolution/s that could be voted on at a Shareholders Meeting, other than an Annual General Meeting,
instead require them to be dealt with by Round Robin Resolution.

21.3 A Company must hold a Shareholders Meeting or propose the proposed resolution by way of a Round Robin Resolution:
21.3.1 at any time that the Board is required by the Companies Act or this MOI to refer a matter to Holders entitled to vote
thereon for decision; or
21.3.2 whenever required to fill a vacancy on the Board other than in accordance with clause 24.15.

21.4 The Board or a Shareholder/s holding not less than 10% (ten per cent) of the voting rights attached to the ordinary Shares, or
not less than 3 (three) of the ordinary Shareholders or, if the Company has no directors, any single Holder entitled to vote, may,
whenever he thinks fit, convene a Shareholders Meeting or propose the proposed resolution by way of a Round Robin Resolution.
A Shareholders Meeting must be convened or the Board must propose the proposed resolution by way of a Round Robin Resolution
if one or more Written and signed demands for such a Shareholders Meeting or Round Robin Resolution is/are delivered to the
Company, and:
21.4.1 each such demand describes the specific purpose for which the Shareholders Meeting is proposed; and
21.4.2 in aggregate, demands for substantially the same purpose are made and signed by the Holders at the earliest time
specified in any of those demands, of at least 10% (ten per cent) of the Voting Rights entitled to be exercised in relation to
the matter proposed to be considered at the Shareholders Meeting.

21.5 Round Robin Resolutions will be passed if signed by Persons entitled to exercise sufficient voting rights for it to have been adopted
as an Ordinary or Special Resolution, as the case may be, at a properly constituted Shareholders Meeting.

21.6 Every Shareholders Meeting shall be held where the Board determines from time to time. The authority of the Company to conduct
a Shareholders Meeting entirely by Electronic Communication, or to provide for participation in a Shareholders Meeting by
Electronic Communication in the manner contemplated in section 63(2) of the Companies Act, is not limited or restricted; except,
to the extent so permitted by law, for if and for so long as there are more than 20 Holders of MTN Zakhele Futhi Ordinary Shares
any meeting at which such Shareholders are entitled to participate and Vote shall not be held by electronic communication as
contemplated in section 63(2)(a) of the Companies Act.

21.7 Subject to section 62(2A) of the Companies Act, a Shareholders Meeting shall be called by at least 15 (fifteen) Business Days’ notice
Delivered by the Company (but for this purpose clause 37.3 shall not apply) to all Holders entitled to vote or otherwise entitled to
receive notice in accordance with, and subject to, the provisions of the Companies Act.

21.8 Business may be transacted at any Shareholders Meeting only while a quorum is present.

21.9 The quorum necessary for the commencement of a Shareholders Meeting shall be sufficient MTN Zakhele Futhi  Shareholders
present at the Shareholders Meeting to exercise, in aggregate, at least 25% (twenty-five per cent) of all of the voting rights attaching
to the MTN Zakhele Futhi Ordinary Shares that are entitled to be exercised in respect of at least one matter to be decided at the
Shareholders Meeting, provided that if the Company has more than 2 (two) Persons entitled to vote, the Shareholders Meeting may
not begin unless at least 3 (three) additional Persons entitled to vote are Present.

21.10 A matter to be decided at the Shareholders Meeting may not begin to be considered unless sufficient MTN Zakhele
Futhi Shareholders are present at the Shareholders Meeting to exercise, in aggregate, at least 25% (twenty-five per cent) of all of the
voting rights attaching to the MTN Zakhele Futhi Ordinary Shares that are entitled to be exercised on that matter at the time the
matter is called on the agenda for the Shareholders Meeting, provided that if the Company has more than 2 (two) Persons entitled
to vote, a matter may not begin to be debated, unless at least 3 (three) additional Persons entitled to vote, are Present.

21.11 Subject to section 64(5) of the Companies Act, if within 30 (thirty) minutes from the time appointed for the Shareholders Meeting
to commence, a quorum is not present or if the quorum requirements in clause 21.10 cannot be achieved for any one or more
matters, the Shareholders Meeting shall be postponed, without motion, vote or further notice, subject to clause  21.15, for

103
 1 (one) week to the same time on the same day in the next week or, if that day be a public holiday, to the next succeeding day
which is not a public holiday or such other earlier or later date, time and place as the chairperson of the meeting may announce
at the meeting or may subsequently specify by notice to Shareholders. If at such adjourned Shareholders Meeting a quorum is not
present within 30 (thirty) minutes from the time appointed for the Shareholders Meeting then, the Person/s entitled to vote Present
shall be deemed to be the requisite quorum.

21.12 A Shareholders Meeting, or the consideration of any matter being debated at the Shareholders Meeting, may be adjourned from
time to time without further notice on a motion supported by Persons entitled to exercise, in aggregate, a majority of the voting
rights:
21.12.1 held by all of the Persons who are present at the Shareholders Meeting at the time; and
21.12.2 that are entitled to be exercised on at least one matter remaining on the agenda of the Shareholders Meeting, or on the
matter under debate, as the case may be.

21.13 An adjournment contemplated in clause 21.12 may be either to a fixed time and place or until further notice (in which latter case a
further notice shall be Delivered to Holders), as resolved by Ordinary Resolution at the Shareholders Meeting.

21.14 A Shareholders Meeting may not be adjourned beyond the earlier of:
21.14.1 the date that is 120 (one hundred and twenty) Business Days after the Record Date of notice for the relevant Shareholders
Meeting; or
21.14.2 the date that is 60 (sixty) Business Days after the date on which the adjournment occurred.

21.15 No further notice is required to be Delivered by the Company of a Shareholders Meeting that is postponed or adjourned as
contemplated in clauses 21.11 and 21.12, unless the location or time for the Shareholders Meeting is different from:
21.15.1 the location or time of the postponed or adjourned Shareholders Meeting; or
21.15.2 a location or time announced at the time of adjournment, in the case of an adjourned Shareholders Meeting.

21.16 Business may be transacted at any Shareholders Meeting only while the quorum requirements are met.

21.17 The chairperson, if any, of the Board shall preside as chairperson at every Shareholders Meeting. If there is no such chairperson, or
if at any Shareholders Meeting he is not present within 15 (fifteen) minutes after the time appointed for holding the Shareholders
Meeting or is unwilling to act as chairperson, the Persons entitled to vote which are Present shall select a Director present at the
Shareholders Meeting, or if no Director is present at the Shareholders Meeting, or if all the Directors present decline to take the chair,
the Persons entitled to vote shall select one of their number which is Present to be chairperson of the Shareholders Meeting.

21.18 At any Shareholders Meeting a resolution put to the vote shall be decided on a show of hands, unless before or on the declaration
of the result of the show of hands a poll shall be demanded by:
21.18.1 not less than 2 (two) Persons having the right to vote on that matter; or
21.18.2 a Person/s entitled to exercise not less than 1/10th (one tenth) of the total voting rights entitled to vote on that matter; or
21.18.3 by Person/s entitled to vote at the meeting and holding in the aggregate not less than 1/10th (one tenth) of the issued Share
Capital of the Company; or
21.18.4 the chairperson,
and, unless a poll is so demanded, a declaration by the chairperson that a resolution has, on a show of hands been carried, or carried
unanimously, or by a particular majority, or lost, and an entry to that effect in the minute book of the Company, shall be conclusive
evidence of the fact, without proof of the number or proportion of the votes recorded in favour of, or against, such resolution. No
objection shall be raised as to the admissibility of any vote except at the Shareholders Meeting or adjourned Shareholders Meeting
at which the vote objected to is or may be given or tendered and every vote not disallowed at such Shareholders Meeting shall be
valid for all purposes. Any such objection shall be referred to the chairperson of the Shareholders Meeting, whose decision shall
be final and conclusive.
21.19 If a poll is duly demanded it shall be taken in such manner as the chairperson directs save that it shall be taken forthwith, and the
result of the poll shall be deemed to be the resolution of the Shareholders Meeting at which the poll was demanded. Scrutineers
may be appointed by the chairperson to count the relevant votes and declare the result of the poll, and if appointed their decision,
which shall be given by the chairperson of the Shareholders Meeting, shall be deemed to be the resolution of the Shareholders
Meeting at which the poll is demanded. The demand for a poll shall not prevent the continuation of a Shareholders Meeting for
the transaction of any business other than the question upon which the poll has been demanded. The demand for a poll may be
withdrawn.

104
21.20 In the case of an equality of votes, whether on a show of hands or on a poll, the chairperson of the Shareholders Meeting at which
the show of hands takes place, or at which the poll is demanded, shall not be entitled to a second or casting vote.

21.21 Any Person entitled to a Share in terms of clause 18 may vote at any Shareholders Meeting in respect thereof in the same manner
as if he were the Holder of that Security: provided that (except where the Directors have previously accepted his right to vote in
respect of that Security, and such recognition has not been withdrawn by the Directors) at least 24 (twenty four) hours before the
time of holding the Shareholders Meeting at which he proposes to vote, he shall have satisfied the Directors that he is entitled to
exercise the right referred to in clause 18.

21.22 Every resolution of Shareholders is either an Ordinary Resolution or a Special Resolution. An Ordinary Resolution, save to the extent
expressly provided in respect of a particular matter contemplated in this MOI, shall require to be adopted with the support of
more than 50% (fifty per cent) of the voting rights exercised on the resolution. A Special Resolution, save to the extent expressly
provided in respect of a particular matter contemplated in this MOI, shall require to be adopted with the support of at least 75%
(seventy-five per cent) of the voting rights exercised on the resolution.

21.23 Subject to any rights or restrictions attaching to any class or classes of Securities, on a show of hands a Person entitled to vote
Present at the Meeting shall have only 1 (one) vote, irrespective of the number of voting rights that Person would otherwise be
entitled to Exercise. A proxy shall irrespective of the number of holders of Securities entitled to vote he represents have only 1 (one)
vote on a show of hands. On a poll every Person entitled to vote who is Present at the Meeting or represented by proxy, shall have
1 (one) vote for every Share held by him.

21.24 The Persons entitled to attend and vote at general meetings of the Company shall be:
21.24.1 the Shareholders, subject to the provisions of the MOI as regards joint Holders of Shares and subject to any special terms
upon which any Share may be issued or may for the time being be held (including the holders of the MTN Zakhele Futhi
Preference Shares which shall only be entitled to attend and vote at general meetings in the circumstances and on the
matters set out in Annexe A); and
21.24.2 proxies of the Persons referred to in clause 21.24.1, duly appointed in the manner prescribed in this MOI.

21.25 Every such Person shall also be entitled to speak at general meetings and, subject to clause 21.18, to demand a poll.

21.26 In the case of joint Holders the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the
exclusion of the votes of the other joint Holders; and for this purpose seniority shall be determined by the order in which the names
stand in the Securities Register.

21.27 No form appointing a proxy shall be valid after the expiration of 1 (one) year from the date when it was signed unless the proxy itself
provides for a longer or shorter duration but, subject to the remaining provisions of this clause 21.27, it may be revoked at any time.
The appointment is revocable unless the proxy appointment expressly states otherwise, and may be revoked by cancelling it in
Writing, or making a later inconsistent appointment of a proxy, and delivering a copy of the revocation instrument to the Company.
The appointment of a proxy shall be suspended at any time if and to the extent that the Holder entitled to vote chooses to act
directly and in person in the exercise of any rights as a Holder entitled to so vote.

21.28 The form appointing a proxy and the power of attorney or other authority, if any, under which it is signed or a notarially certified
copy of such power or authority shall be delivered to the Company or any Person which it has identified in the notice of meeting
as being a Person to whom proxies may be delivered on behalf of the Company, before the proxy exercises any rights of the
Holder entitled to vote at a Shareholders Meeting, 48 (forty-eight) hours prior to the time scheduled for the commencement of the
Shareholders Meeting (or, as applicable adjourned or postponed Shareholders Meeting), or such shorter period as may be specified
in the notice convening the meeting.

21.29 A vote given in accordance with the terms of an instrument of proxy shall be valid notwithstanding the death or mental disorder of
the principal or revocation of the proxy or of the authority under which the proxy was executed, or the transfer of the Securities in
respect of which the proxy is given, provided that no intimation in Writing of such death, insanity, revocation or transfer as aforesaid
shall have been received by the Company at its Registered Office before the commencement of the Shareholders Meeting or
postponed or adjourned Shareholders Meeting at which the proxy is used.

21.30 Subject to the provisions of the Companies Act, a form appointing a proxy may be in any usual or common form provided that it is
in Writing, or such other form as the Company may make available from time to time.

21.31 If a proxy is received duly signed but with no indication as to how the Person named therein should vote on any issue
(including any new resolution, whether procedural or substantive, which is put to a vote at the Shareholder Meeting), the proxy
may vote or abstain from voting as he sees fit unless the proxy indicates otherwise.

105
 21.32 Notwithstanding anything to the contrary contained in this section entitled “Shareholders Meetings and Round Robin Resolutions”,
the requirements for convening and holding meetings in respect of the Securities other than Shares, including notices, notice periods,
requisition rights, quorum provisions, adjournment, proxies, voting rights and voting percentages for adoption of resolutions, shall
be in accordance with the specific terms and conditions set out in the document(s) in terms of which such Securities are issued,
insofar as such terms and conditions amend the relevant provisions of the Companies Act and to the extent such amendments are
permissible in terms of the Companies Act, and otherwise in accordance with the provisions of the Companies Act.

22. STIPULATIONS IN FAVOUR OF MTN; AND TRANSFER OF MTN’S RIGHTS

22.1 Each representation, warranty, undertaking and/or right in this MOI given to or in favour of MTN constitutes an irrevocable and
unconditional contractual undertaking or right for the benefit of MTN and accordingly the relevant representations, warranties,
undertakings and/or rights (and related terms of this MOI) may at any time be accepted (either expressly, tacitly or by conduct)
and are intended to be, and shall be enforceable at any time, by MTN (by virtue of such provisions constituting a stipulatio alteri or
a contract for the benefit of a third party) as though MTN was a party to this MOI in relation to such representations, warranties,
undertakings and/or rights (and related terms of this MOI).

22.2 In addition to any other rights of MTN under this MOI and/or the Relationship Agreement (in particular the rights under clause 2.1.5
(incorporating clause 11 of the Relationship Agreement) and in respect of the ESTC or the MTN Zakhele Futhi Verification Agent),
MTN shall be entitled on notice to the Company to transfer any right or rights which it has under this MOI (including any warranties
and/or representations given in its favour; any discretions, elections, notices or consents which it may exercise, make or give; and
the rights under clauses  2.1.1, 2.1.5, 2.1.9 and/or 2.1.11 (incorporating clauses  7, 11, 15 and 19 of the Relationship Agreement)
and/or delegate any obligations which it has hereunder to any of its subsidiaries and/or to any member/s of the MTN SA Group, or
to any other single person nominated by it, or to such subsidiary/ies and/or members of the MTN SA Group and such one other
person, as it deems fit.

24. ELECTION OF DIRECTORS AND ALTERNATE DIRECTORS AND VACANCIES

24.1 The minimum number of Directors shall, subject to any further requirements under section 66(2) of the Companies Act, be 3 (three).
During the MTN Zakhele Futhi  Empowerment Compliance Period, unless MTN consents otherwise in Writing, the maximum
number of Directors shall be the greater of: (i) 5 (five) and (ii) the least number of persons which are required under the Companies
Act to constitute the Company’s board having regard to its composition from time to time and the mandatory requirements of the
Companies Act. Any failure by the Company at any time to have the minimum number of Directors, or its exceeding the maximum
number, does not limit or negate the authority of the Board, or invalidate anything done by the Board or the Company.

24.2 Subject to MTN’s rights to appoint Directors during the MTN Zakhele Futhi  Empowerment Compliance Period, the number of
Directors which constitute the Board (within the restrictions in clause 24.1) shall be set by Ordinary Resolution from time to time;
provided that where the number of Directors which constitute the Board is reduced to below the number of Directors which then
hold office then, unless the resolution by which the number of Directors was reduced provides otherwise, the Director/s appointed
most recently in time (and their associated Alternate Director/s) (and as between persons of equal seniority, the person to retire
shall, in the absence of agreement between those of equal seniority, be selected from among them by lot) shall cease to hold office
such that the exact reduced number of positions is filled, and not exceeded.

24.3 Further to clause 2.1.9, during the MTN Zakhele Futhi Empowerment Compliance Period, MTN shall be entitled to appoint, remove
and replace 2 (two) Directors to the Board of the Company (and their respective alternates) (“the MTN Appointed Directors”);
provided that at least 1 (one) of such MTN Appointed Directors is a Black Person. The MTN Appointed Directors shall:
24.3.1 meet the criteria prescribed by law from time to time;
24.3.2 subject to the Companies Act, be entitled to vote on any matter under consideration by the Board, and in this regard shall
each have the same number of votes as each other Director; and
24.3.3 be nominated, appointed, removed, replaced and/or substituted by Written notice from MTN to the Company from time
to time, and at any time in its sole discretion.

24.4 During the MTN Zakhele Futhi Empowerment Compliance Period:

24.4.1 the chairman of the Board shall be one of the MTN Appointed Directors as they may determine between them or, failing
agreement, as MTN may specify;
24.4.2 save in respect of the MTN Appointed Directors, no person shall be appointed as a Director (and any such appointee shall
immediately cease to hold office) if:
24.4.2.1 as a result of such appointment the majority of the Directors will not be Black People; or

106
 24.4.2.2 immediately prior to such appointment the minority of the Directors were Black People, unless such proposed
Director is himself a Black Person.

24.5 During the MTN Zakhele Futhi Empowerment Compliance Period, no resolution proposing the appointment of a Director may be
put to a general or Annual General Meeting and/or no nomination for a Director may be proposed at any general or Annual General
Meeting (other than, in each case, a resolution or proposal for the re-election and/or confirmation of an existing Director, including
a Director retiring by rotation):
24.5.1 if the election of such person as a Director would be in conflict with clause 24.4.2;
24.5.2 unless the intended resolution or proposal is notified to the Company not less than 14 (fourteen) Business Days prior to
the meeting, and, if applicable, contains such information concerning the identity, background and qualifications of the
proposed Director as Directors or the Company in general meeting may reasonably specify from time to time;
24.5.3 unless the intended resolution or proposal is in respect of a person who:
24.5.3.1 has been approved by either MTN or by the then current Directors of the Company;
24.5.3.2 will, if such proposed Director is appointed, meet the criteria to be an independent non-executive Director of
the Company as contemplated in the Code of Good Governance Principles for South Africa – 2009 as laid out
in the King III Report on Corporate Governance for South Africa – 2009 published by the Institute of Directors
in Southern Africa, as such is amended and substituted from time to time (“King III”); and
24.5.3.3 meets the criteria to be classified as an independent non-executive director of MTN (as contemplated in
King  III) if he were to hold a directorship in such company and, further, is not: (i) an existing employee of
the MTN Group; (ii) a director of any company in the MTN Group or (iii) a beneficial owner of more than 2%
(two per cent) of MTN Shares.

24.6 An Alternate Director may serve in the place of 1  (one) or more Director/s named in the resolution electing him during the
Director’s/s’ absence or inability to act as Director. If a Person is an Alternate Director to more than 1 (one) Director or if an Alternate
Director is also a Director, he shall have a separate vote, on behalf of each Director he is representing in addition to his own vote,
if any. Save for the Alternate Directors appointed under clause 24.3, Alternate Directors shall be elected by the Shareholders in
general meeting and shall serve in office until the earlier of (i) the cessation of office of the Director in respect of whom they are
an Alternate Director (for which purpose any such Director retiring by rotation and being re-elected shall not be deemed to have
ceased office) or (ii) such Alternate Director otherwise ceasing to hold office as contemplated in clause 25.1 or otherwise pursuant
to the Companies Act. An Alternate Director shall be entitled to act at all meetings and in all proceedings in which, and on all
occasions when, the Director in respect of whom he acts as an Alternate Directors shall not act himself.

24.7 At the Annual General Meeting held in each year, 1/3 (one-third) of the Directors (other than the MTN Appointed Directors), or if
their number is not a multiple of three then the number nearest to, but not less than 1/3 (one-third), shall retire from office, provided
that in determining the number of Directors to retire no account shall be taken of any Director who by reason of the provisions
of clause 29.2 is not subject to retirement. The Directors to retire at each Annual General Meeting shall be those who have been
longest in office since their last election or appointment. As between Directors of equal seniority, the Directors to retire shall, in
the absence of agreement, be selected from among them by lot; provided that notwithstanding anything herein contained, if, at
the date of any Annual General Meeting any Director will have held office for a period of 2 (two) years since his last election or
appointment, he shall retire at such meeting, either as 1 (one) of the Directors to retire in pursuance of the foregoing or additionally
thereto. A retiring Director shall act as a Director throughout the meeting at which he retires. The length of time a Director has been
in office shall, save in respect of Directors appointed or elected in terms of the provisions of clause 24.15 be computed from the
date of his last election or appointment. The length of time a Director has been in office shall be computed from his last election;
appointment or date upon which he was deemed re-elected. A Director retiring at a meeting shall retain office until the close or
adjournment of the meeting.

24.8 Retiring Directors shall be Eligible for re-election. No person other than a Director retiring at the Annual General Meeting shall,
unless recommended by the Directors for election, be Eligible for election to the office of Director at any general meeting unless
the provisions of clause 24.4 are complied with.

24.9 Subject to clause 24.8, the Company in general meeting may fill the vacated offices by electing a like number of persons to be
Directors, and may fill any other vacancies other than those in respect of positions reserved for the MTN Appointed Directors.
In electing Directors, the provisions of the Companies Act shall be complied with.

24.10 If at any Annual General Meeting at which an election of Directors ought to take place, the place of any retiring Director is not filled,
she shall, if willing, continue in office until the dissolution of the Annual General Meeting in the next year, and so on from year to year
until his place is filled, unless it shall be determined by Ordinary Resolution at such meeting not to fill such vacancy.

107
 24.11 There are no general qualifications prescribed by the Company for a Person to serve as a Director or an Alternate Director in addition
to the requirements of the Companies Act.

24.12 In any election of Directors and Alternate Directors, the election is to be conducted as follows:
24.12.1 a series of votes of those entitled to exercise votes regarding such election, each of which is on the candidacy of a single
individual to fill a single vacancy, with the series of votes continuing until all vacancies on the Board at that time have been
filled; and
24.12.2 in each vote to fill a vacancy –
24.12.2.1 each Voting Right entitled to be exercised may be exercised once; and
24.12.2.2 the vacancy is filled only if a majority of the Voting Rights exercised support the candidate.

24.13 No Person shall be elected as a Director or Alternate Director, if he is Ineligible or Disqualified and any such election shall be a nullity.
A Person who is Ineligible or Disqualified must not consent to be elected as a Director or Alternate Director nor act as a Director or
Alternate Director. A Person placed under probation by a court must not serve as a Director or an Alternate Director unless the order
of court so permits.

24.14 No election of a Director (or Alternate Director) shall take effect until he has delivered to the Company a Written consent to serve in
such capacity.

24.15 Any vacancy occurring on the Board may be filled by the Board, but the Individual so appointed shall cease to hold office at the
termination of the first Shareholders Meeting to be held after the appointment of such Individual as a Director unless he is elected
at such Shareholders Meeting or by Round Robin Resolution. This provision shall not apply to Alternate Directors.

24.16 The continuing Directors (or sole continuing Director) may act notwithstanding any vacancy in their body, but, if their number is
reduced below the number fixed by or pursuant to this MOI as a quorum, the continuing Directors or Director must, as soon as is
reasonably practicable, fill the vacancy or call a Shareholders Meeting to fill such vacancy.

24.17 If there is no Director able and willing to act, then any Holder entitled to exercise Voting Rights in the election of a Director may
convene a Shareholders Meeting for the purpose of electing Directors.

28. GENERAL POWERS AND DUTIES OF DIRECTORS

28.1 Subject to the express limitations set out in this MOI, (i) the powers and authority granted to the Directors in terms of section 66(1)
of the Companies Act are not limited and (ii) the Directors shall, in addition to the powers and authorities expressly conferred upon
them by this MOI, may exercise all such powers and do all such acts and things as may be exercised or done by the Company,
and are not hereby or by the Companies Act expressly directed or required to be exercised or done by the Company in general
meeting, have all such further and additional powers and authority (including as to delegation) as may validly be invested by law in
the Directors, including the power to conduct, or cease to conduct, or to operate, or cease to operate, the business or affairs of the
Company, and/or to cause such matters to be done, or not done, as the case may be. The general powers given by this clause 28.1
shall not be limited or restricted by any special authority or power given to the Directors by any other clause of this MOI.

28.2 Subject to clause 7, the Directors may:

28.2.1 establish and maintain any non-contributory or contributory pension, superannuation, provident and benefit funds for
the benefit of; and
28.2.2 give pensions, gratuities and allowances to and make payments for or towards the insurance of,
any Persons who are employees or ex-employees (including Directors or ex-Directors) of the Company, or of any company
which is or was a subsidiary of the Company or is or was in any way allied to or associated with it or any such subsidiary,
and the wives, widows, families and dependants of such Persons. The Directors may authorise the payment of such
donations by the Company to such religious, charitable, public or other bodies, clubs, funds or associations or persons as
may seem to them advisable or desirable in the interest of the Company.

28.3 Where the Directors power to enter into an agreement or take any action pursuant to such an agreement is subject to an approval
of the Company in general meeting (whether by way of Ordinary or Special Resolution), or is subject to other approval under
the Companies Act, the Directors shall be permitted to enter into such contract or to undertake to take such action on the basis
that such agreement or undertaking is suspensively conditional upon the Directors obtaining the relevant Shareholder or other
approval.

108
 28.4 For the purpose of this MOI, the expression “executive Director” shall mean a Director appointed to an executive office in the
Company and receiving salary or remuneration for additional services whether under a service agreement or otherwise.

28.5 Notwithstanding anything to the contrary herein, during the MTN Zakhele Futhi  Empowerment Compliance Period, the
exercise by the Directors of their authority and powers under clauses 28.2, 28.3, 29 and/or 30, shall require the consent or approval
of at least 1 (one) of the MTN Appointed Directors.

32. PROCEEDINGS OF DIRECTORS

32.1 The Directors may meet for the despatch of business, adjourn and otherwise regulate their meetings as they think fit, provided that
there shall be at least 2 (two) Board meetings per annum.

32.2 A Director may at any time convene or require the secretary to convene a meeting of the Directors. Notice of a meeting shall be
given to a Director at the address of the Director as nominated by the Director, or such other means and/or place as such Director
may permit from time to time. A meeting of the Directors shall not be called on less than 48 (forty eight) hours’ notice, unless the
chairperson determines in their sole discretion that the business to be conducted is so urgent that shorter notice is required or
unless all Directors waive such notice. The minutes of a meeting called on less than 48 (forty eight) hours’ notice shall, as soon as
reasonably possible after the meeting, be circulated to all Directors.

32.3 The Directors may determine the means of giving notice of Directors meetings, which may include telephone, telefax or Electronic
Communication. It shall be necessary to give notice of a meeting of Directors to all Directors even those for the time being absent
from South Africa.

32.4 If all of the Directors:

32.4.1 acknowledge actual receipt of the notice;
32.4.2 are present at a meeting of the Directors; or
32.4.3 waive notice of the meeting;
the meeting may proceed even if the Company failed to give the required notice of that meeting, or there was a defect
in the giving of the notice.

32.5 The Directors may meet together for the despatch of business, adjourn and otherwise regulate their meetings as they think fit.

32.6 Unless otherwise resolved by the Directors, all their meetings shall be held in the city or town where the Company’s Registered
Office is for the time being situated. A meeting of Directors may be conducted by Electronic Communication and/or one or
more Directors may participate in a meeting of Directors by Electronic Communication in accordance with section 73(3) of the
Companies Act.

32.7 The quorum for a Directors’ meeting is any 2 (two) Directors present and voting throughout the meeting, provided that, during the
MTN Zakhele Futhi Empowerment Compliance Period, at least 1 (one) such Director is an MTN Appointed Director.

32.8 If within 30 (thirty) minutes from the time appointed for a meeting a quorum is not present, the meeting shall stand adjourned to
the same day in the next week at the same time and place, or if that day is a public holiday in South Africa, to the next succeeding
Business Day. If present within 30 (thirty) minutes from the time appointed for the meeting, the Directors at that meeting shall
constitute a quorum.

32.9 Subject to clause 24.4.1, the Directors may elect a chairperson of their meetings and determine the period for which she/he is to
hold office; but if no such chairperson is elected, or if at any meeting the chairperson is not present within 15 (fifteen) minutes after
the time appointed for holding it, the Directors present may choose one of their number to be chairperson of the meeting.

32.10 Each Director has 1 (one) vote on a matter before the Board and, save as provided in clauses 28.5 and 32.15, a majority of the votes
cast on a resolution is sufficient to approve that resolution.

32.11 In the case of a tied vote the chairperson may not cast a deciding vote even if the chairperson did not initially have or cast a vote
and the matter being voted on fails.

32.12 The Company must keep minutes of the meetings of the Board, and any of its committees.

32.13 Resolutions adopted by the Board:

109
 32.13.1 must be dated and sequentially numbered; and
32.13.2 are effective as of the date of the resolution, unless the resolution states otherwise.

32.14 Any minutes of a meeting, or a resolution, signed by the chairperson of the meeting, or by the chairperson of the next meeting
of the Board, are/is evidence of the proceedings of that meeting, or adoption of that resolution, as the case may be, without the
necessity for further proof of the facts stated.

32.15 A Round Robin Resolution of Directors shall be as valid and effectual as if it had been passed at a meeting of the Directors duly
called and constituted; provided that each Director has received notice of the matter to be decided upon, and it is signed by such
number of Directors (or Alternate Directors) as are sufficient to constitute a quorum, and who between them exercise a majority of
the votes which may be passed on the relevant matters; and provided further that, during the MTN Zakhele Futhi Empowerment
Compliance Period, such resolution includes the affirmative vote of at least 1 (one) of the MTN Appointed Directors. One or more
Alternate Directors shall be entitled to sign a Round Robin Resolution if one or more Directors are not present in South Africa to
sign, and without his vote/s the requisite majority cannot be achieved. A resolution passed in terms of this clause 32.15 may consist
of several documents in like form each signed by one or more Directors (or Alternate Directors). A resolution passed in terms of
this clause 32.15 shall be deemed to be passed on the day it was signed by the last Director or Alternate Director entitled to sign it
(and constituted the necessary majority), unless a statement to the contrary is made in that resolution.

35. DISTRIBUTIONS
Subject to clauses 2, 7 and the rights attached to the MTN Zakhele Futhi Preference Shares:

35.1 the Directors may from time to time, and in accordance with the provisions of the Companies Act, declare and/or make any
Distribution; provided that any Distribution in the form of a dividend which is declared or paid by the Company generally on the
Shares of a class of Shares shall be such that each Share in such class shall (subject to the further clauses of this clause 35) enjoy
a proportionate right to the dividend so declared or paid. For the avoidance of doubt, no Shareholder shall, unless the terms of
such Share expressly provide otherwise: (i)  have a right to any Distribution, either specifically or proportionately, or (ii)  have a
proportionate right to any Distribution other than a dividend as contemplated in the first sentence of this clause 35.1, including any
right as to any Distribution contemplated in sub-paragraphs (a)(ii), (a)(iii), (a)(iv), (b) or (c) of the definition of “distribution” under the
Companies Act;

35.2 dividends payable in monetary form shall, unless the Board determines otherwise, be declared in the currency of South Africa
(“ZAR”). The Board may determine the exchange rate applicable to distributions declared in ZAR and to be paid in another currency,
or declared in another currency and payable in ZAR. The directors may from time to time make such regulations as they may think
fit in regard to the payment of dividends to members having registered addresses outside South Africa, and such regulations may
provide for the payment of such dividends in any foreign currency and the rate of exchange at which such payment shall be made
and such other matters as the directors may think fit;

35.3 a dividend may be declared out of any lawful source (including from capital, reserves, realised or unrealised profits), and any dividend
so declared may be paid and satisfied either wholly or in part by the distribution of specific assets, and in particular of paid-up shares
or debentures of any other company, or in cash, or in any one or more of such ways as the Directors may at the time of declaring
the dividend determine and direct. Where any difficulty arises in regard to the distribution of such specific assets or any part thereof
the Directors may settle the same as they think expedient, and in particular may fix the value for distribution of such specific assets
or any part thereof, and may determine that cash payments shall be made to any members upon the footing of the value so fixed
in order to adjust the rights of all parties and may vest any such assets in trustees upon such trusts for the persons entitled to the
dividend as may seem expedient to them;

35.4 except as otherwise provided under the conditions of issue of the Shares in respect of which the dividend is payable, no dividend
shall carry interest as against the Company. Dividends may be declared either free of or subject to the deduction of income tax and
any other tax or duty chargeable on or in respect of such dividend;

35.5 in cases where several persons are registered as the joint holders of any Shares, any one of such persons may give effectual receipts
for all dividends and payments on account of dividends in respect of such Shares, as the Directors may determine;

35.6 all dividends, interest or other moneys payable to the Holder of Shares may be paid by cheque, electronic transfer or otherwise
as the Directors may from time to time determine, and may be sent by post to the last registered address requested by him, or, in
the case of joint holders, to that one of them first named in the register in respect of such joint holdings; and the payment of such
cheque or electronic transfer shall be a good discharge to the Company in respect thereof;

110
 35.7 no notice of change of registered address or instructions as to payment being made at any other address which is received by
the Company between the record date for the payment and the respective date on which the payment is made shall, unless the
Directors permit otherwise, become effective until after such date of payment;

35.8 all unclaimed dividends or other monies payable as contemplated in this clause 35 may be invested or otherwise be made use of by
the Directors for the benefit of the Company until claimed, without the payment of interest, provided that any dividend remaining
unclaimed for a period of not less than 3 (three) years from the date on which it became payable may be forfeited by resolution of
the Directors for the benefit of the Company;

35.9 the Company shall be entitled at any time to delegate its obligations in respect of unclaimed dividends to any person or persons;
and

35.10 the provisions of clauses 35.2 to 35.9 shall apply mutatis mutandis to any Distributions, to the extent not already constituting a
dividend.

39. RESERVE FUND

Subject to section 46 of the Companies Act, clauses 2 and 7 and to the rights of the Holders of the MTN Zakhele Futhi Preference Shares:

39.1 the Directors may, before declaring or recommending any dividends, set aside out of the amount available for dividends such sum
as they think proper as a reserve fund or as an addition thereto. The Directors may divide the reserve fund into such special funds
as they think fit, with full power to employ the assets constituting such fund or funds in the business of the Company, or may invest
the same upon such investments (other than Shares of the Company) as they may select, without being liable for any depreciation
of or loss in consequence of such investments whether the same be usual or authorised investments for trust funds or not;

39.2 the reserve fund shall, at the discretion of the Directors be available for the equalisation of dividends or for making provision for
exceptional losses, expenses or contingencies, or for the extension or development of the Company’s business, or for writing down
the value of any of the assets of the Company, or for repairing, improving and maintaining any buildings, plant, machinery or works
connected with the business of the Company, or to cover the loss in wear and tear or other depreciation in value of any property
of the Company, or for any other purpose to which the profits of the Company may be properly applied; and the Directors may at
any time divide among the Shareholders by way of bonus, or special dividends, any part of the reserve funds which they, in their
discretion, may determine not to be required for the purposes aforesaid.

40. CAPITALISATION
Subject to section 46 of the Companies Act, clauses 2 and 7 and to the rights of the Holders of the MTN Zakhele Futhi Preference Shares:

40.1 subject to the provisions of the Companies Act, the Company in general meeting, or the Directors, may at any time and from
time to time pass a resolution to capitalise any sum forming part of the undivided profits standing to the credit of the Company’s
reserve fund, or any sum in the hands of the Company and available for dividend, or any sum carried to reserve as the result of a
sale or revaluation of the assets of the Company or any part thereof, or any sum received by way of premium on the issue of any
Shares, Debentures or Debenture stock of the Company. Such resolution may provide that any such sum or sums shall be set free
for Distribution and be appropriated to and amongst the Shareholders holding MTN Zakhele Futhi Ordinary Shares either with or
without deduction for income tax, rateably according to their rights and shareholdings in such manner as the resolution may direct;
provided that no such Distribution shall be made by the Company unless recommended by the Directors, and the Directors shall,
in accordance with such resolution, apply such sum or sums in paying up Shares, Debentures or Debenture stock of the Company
and appropriate such Shares, Debentures or Debentures stock to or distribute the same amongst the Holders of the MTN Zakhele
Futhi Ordinary Shares rateably according to their shareholding thereof respectively as aforesaid, or shall otherwise deal with such
sum or sums as provided for in such resolution;

40.2 where any difficulty arises in respect of such Distribution, the Directors may settle the same as they think expedient, fix the value
for distribution of any fully paid Shares, Debentures or Debenture stock, make cash payments to any Holders of Shares on the
footing of the value so fixed in order to adjust rights, and vest any Shares or assets in trustees upon such trusts for the persons
entitled in the appropriation or Distribution, and generally shall do all acts and things required to give effect thereto, with full power
to the Directors to provide that fractions shall be ignored altogether, or by payment in cash or otherwise, in all such instances as
may seem just and expedient to the Directors. When deemed requisite, a contract shall be entered into and filed in accordance
with the Companies Act, and the Directors may appoint any person to sign such contract on behalf of the Persons entitled in the
appropriation or Distribution, and such appointments shall be effective, and the contract may provide for the acceptance by the
Holders of the Shares to be allotted to them respectively in satisfaction of their claims in respect of the sum so capitalised.

111
42. WINDING UP
Save as otherwise provided for in Annexe A, and subject to clause 7:

42.1 if the Company is wound up, the assets remaining after payment of the debts and liabilities of the Company and the costs of the
liquidation shall be applied as follows:
42.1.1 to repay to the MTN Zakhele Futhi Shareholders the amounts Paid Up on the Shares respectively held by each of them;
and
42.1.2 the balance (if any) shall be distributed among the MTN Zakhele Futhi Shareholders in proportion to the number of Shares
respectively held by each of them;
provided that the provisions of this clause 42 shall be subject to the rights of the Holders of Shares (if any) issued upon
special conditions.

42.2 In a winding-up, any part of the assets of the Company, including any Shares or Securities of other companies may, with the
sanction of a Special Resolution of the Company, be paid to the MTN Zakhele Futhi Shareholders of the Company in specie, or may,
with the same sanction, be vested in trustees for the benefit of such MTN Zakhele Futhi Shareholders, and the liquidation of the
Company may be closed and the Company dissolved.

112
ANNEXURE 2: INDEPENDENT REGISTERED AUDITOR’S REPORT ON MTN ZAKHELE FUTHI

The Directors

MTN Zakhele Futhi (RF) Limited

216 – 14th Avenue
Fairland
2195

22 August 2016

Dear Sirs

Report by the auditor in terms of Regulation 79 of the Companies Act 71 of 2008 of South Africa
SizweNtsalubaGobodo Inc. (“the auditors” or “we”) are the appointed registered auditor of MTN Zakhele Futhi (RF) Limited (the “Company”). We
have been advised that the Company intends to issue a prospectus on or about 12 September 2016 (the “Prospectus”), of an invitation to the
black public to apply for MTN Zakhele Futhi (RF) Limited ordinary shares. For that purpose Regulation 79 of the Companies Act 71 of 2008 of
South Africa (the “Act”) requires a report by the auditor of the Company to be issued in relation to the annual financial statements of the company.
MTN Zakhele Futhi (RF) Limited has not completed its first financial year since incorporation nor has the company produced annual financial
statements before the issue of the prospectus and consequently historical information for the company is not available.
Restriction on use and distribution
Our report is solely for the purpose set forth in the first paragraph of this report and for your information and is not to be used for any other
purpose or to be distributed to any other parties.

Yours faithfully

SizweNtsalubaGobodo Inc.
Director: SY Lockhat
Registered Auditor
Woodmead
South Africa

113
ANNEXURE 3: MTN’S CONSOLIDATED HISTORICAL FINANCIAL INFORMATION

MTN Zakhele Futhi was incorporated on 21 June 2016. It has not yet completed its first financial year since incorporation and has not yet
produced financial statements. To assist in understanding MTN Zakhele Futhi’s anticipated interest in MTN, the consolidated statements of
financial position of MTN as at 30 June 2016, 31 December 2015 and 30 June 2015 as well as the consolidated income statements of MTN for
the interim six month period ended 30 June 2016 and 30 June 2015, and the full year periods ended 31 December 2015, 31 December 2014 and
31 December 2013 have been included below.
The condensed consolidated statements of financial position and the condensed consolidated income statements for the interim periods
ended 30 June 2016 and 30 June 2015 presented below, have been extracted from MTN’s reviewed condensed consolidated interim financial
statements for the six months ended 30 June 2016 and 30 June 2015, respectively. The summary full year consolidated income statements have
been extracted from MTN’s audited summary consolidated financial statements for the years ended 31 December 2015, 31 December 2014 and
31 December 2013. The summary consolidated statement of financial position has been extracted from MTN’s audited summary consolidated
financial statements for the year ended 31 December 2015. Hereinafter referred to as condensed/summary consolidated income statements
and condensed/summary consolidated statements of financial position.
The information set out in this Annexure to the Prospectus is not a full set of financial statements in accordance with International Financial
Reporting Standards (“IFRS”) and the requirements of the Companies Act of 2008 of South Africa. Reading the information in this Annexure is
therefore no substitute for reading the audited financial statements of MTN for the years ended 31 December 2015, 31 December 2014 and
31 December 2013 and the reviewed condensed consolidated interim financial statements for the periods ended 30 June 2016 and 30 June
2015 which are available for inspection at MTN Zakhele Futhi’s registered office and on MTN’s website at https://www.mtn.com.
Condensed/summary consolidated income statement
Financial Financial
Six months Financial year ended year ended
Six months ended year ended 31 December 31 December
ended 30 June 2015 31 December 2014 2013
30 June 2016 Restated 2015 Restated Restated
Reviewed Reviewed Audited Audited Audited
for the Rm Rm Rm Rm Rm
Revenue 79 115 69 304 147 063 146 930 137 270
Other income 367 411 8 409 7 928 1 327
Direct network and technology operating
costs (12 291) (8 327) (18 809) (16 354) (18 299)
Costs of handsets and other accessories (6 065) (4 449) (10 829) (10 314) (10 744)
Interconnect and roaming costs (7 358) (6 330) (13 102) (13 653) (13 816)
Staff costs (4 777) (4 155) (8 587) (8 838) (8 670)
Selling, distribution and marketing
expenses (9 624) (8 439) (18 412) (17 174) (16 362)
Government and regulatory costs (2 982) (2 835) (5 888) (5 734) –
Other operating expenses (7 004) (4 505) (11 433) (9 600) (10 276)
EBITDA before Nigeria regulatory fine 29 381 30 675 68 412 73 191 60 430
Nigeria regulatory fine (10 499) – (9 287) – –
EBITDA 18 882 30 675 59 125 73 191 60 430
Depreciation of property, plant and
equipment (10 913) (8 905) (19 557) (18 262) (16 458)
Amortisation of intangible assets (2 174) (1 845) (3 736) (3 251) (2 820)
Impairment of goodwill (604) – (504) (2 033) –
Operating profit 5 191 19 925 35 328 49 645 41 152
Net finance costs (5 945) (2 319) (3 010) (3 668) (1 234)
Net monetary gain 919 496 1 348 878 –
Share of results of joint ventures and
associates after tax (1 692) 2 027 1 226 4 208 3 431
(Loss)/profit before tax (1 527) 20 129 34 892 51 063 43 349
Income tax expense (4 726) (6 249) (11 322) (13 361) (12 487)
(Loss)/profit after tax (6 253) 13 880 23 570 37 702 30 862

114
 Financial Financial
Six months Financial year ended year ended
Six months ended year ended 31 December 31 December
ended 30 June 2015 31 December 2014 2013
30 June 2016 Restated 2015 Restated Restated
Reviewed Reviewed Audited Audited Audited
for the Rm Rm Rm Rm Rm
Attributable to:
Equity holders of the Company (5 489) 11 900 20 204 32 079 26 751
Non-controlling interests (764) 1 980 3 366 5 623 4 111
(6 253) 13 880 23 570 37 702 30 862
Basic (loss)/earnings per share (cents) (301) 653 1 109 1 752 1 460
Diluted (loss)/earnings per share
(cents) (301) 650 1 106 1 742 1 452

115
Condensed/summary consolidated statement of financial position

30 June 30 June 31 December

2016 2015 2015
Reviewed Reviewed Audited
as at Rm Rm Rm
Non-current assets 200 447 161 219 218 435

Property, plant and equipment 93 462 85 501 106 702

Intangible assets and goodwill 52 172 37 484 55 887
Investment in joint ventures and associates 32 169 24 978 35 552
Deferred tax and other non-current assets 22 644 13 256 20 294

Current assets 82 468 85 269 95 432

Non-current assets held for sale 466 3 959 10

82 002 81 310 95 422

Other current assets 12 940 12 292 15 940

Trade and other receivables 41 470 37 003 43 570
Restricted cash 637 1 001 1 735
Cash and cash equivalents 26 955 31 014 34 177

Total assets 282 915 246 488 313 867

Total equity 119 796 127 420 151 838

Attributable to equity holders of the Company 116 669 122 702 146 369
Non-controlling interests 3 127 4 718 5 469

Non-current liabilities 84 000 51 495 72 510

Interest-bearing liabilities 64 190 39 511 52 661

Deferred tax and other non-current liabilities 19 810 11 984 19 849

Current liabilities 79 119 67 573 89 519

Non-current liabilities held for sale 208 15 –

78 911 67 558 89 519

Interest-bearing liabilities 17 757 16 548 22 510

Trade and other payables 43 602 31 896 40 484
Other current liabilities 17 552 19 114 26 525

Total equity and liabilities 282 915 246 488 313 867

116
ANNEXURE 4: JOINT INDEPENDENT REGISTERED AUDITORS’ REPORT ON MTN’S CONSOLIDATED
HISTORICAL FINANCIAL INFORMATION

The Directors
MTN Zakhele Futhi (RF) Limited
216 – 14th Avenue
Fairland
2195

22 August 2016

Report by the auditor in terms of Regulation 77 of the Companies Act 71 of 2008 of South Africa

Dear Sirs

PricewaterhouseCoopers Inc. and SizweNtsalubaGobodo Inc. (“the auditors” or “we”) are the appointed joint auditors of MTN Group Limited
(“MTN”). Regulation 77 of the Companies Act 71 of 2008 of South Africa (the “Act”) requires a report by the auditor(s) of MTN, whose shares are to
be acquired from the proceeds of the issue of shares through a public offer, to be included in the Prospectus of MTN Zakhele Futhi (RF) Limited
(“MTN Zakhele Futhi” or the “Company”), and for such report to address the matters set out in Regulation 77 of the Act.
Consequently, we have been requested to provide this report on the following historical financial information of MTN to be included in the
Prospectus of MTN Zakhele Futhi to be issued on or about 12 September 2016 (the “Prospectus”):
• MTN’s summary consolidated income statements in respect of the years ended 31 December 2015, 31 December 2014 and 31 December
2013 and its condensed consolidated income statements for the six months ended 30 June 2016 and 30 June 2015, as set out in Annexure 3
of the Prospectus; and
• MTN’s assets and liabilities included in MTN’s condensed consolidated statement of financial position as at 30 June 2016 and 30 June 2015
and its summary consolidated statement of financial position as at 31 December 2015, as also set out in Annexure 3 of the Prospectus.
The above is collectively referred to as the “MTN Regulation 77 Financial Information”.
The MTN Regulation 77 Financial Information has been accurately extracted from the audited summary consolidated financial statements
of MTN for the years ended 31 December 2015, 31 December 2014 and 31 December 2013, which were prepared in accordance with the
framework concepts and the measurement and recognition requirements of International Financial Reporting Standards (IFRS) and, as a
minimum, contained the information required by (IAS) 34 Interim Financial Reporting and the requirements of the Act, and from the condensed
consolidated interim financial statements of MTN for the periods ended 30 June 2016 and 30 June 2015 which were prepared in accordance with
International Financial Reporting Standard (IAS) 34 Interim Financial Reporting and the requirements of the Act, as issued by the International
Accounting Standards Board. The directors of MTN Zakhele Futhi take full responsibility for the preparation of the Prospectus and the accurate
extraction of the Regulation 77 Financial Information.
We expressed unqualified audit opinions on those financial statements in our reports dated 2 March 2016, 3 March 2015 and 4 March 2014,
respectively, based on our audits which were conducted in accordance with International Standards on Auditing. In addition, we expressed
unmodified conclusions on the condensed consolidated interim financial statements in our reports dated 4 August 2016 and 2015, respectively,
based on our reviews which were conducted in accordance with International Standard on Review Engagements 2410, Review of Interim
Financial Information Performed by the Independent Auditor of the Entity (ISRE 2410).
The MTN Regulation 77 Financial Information does not reflect the effects of events that may have occurred subsequent to the date of our audit
report on MTN’s summary consolidated financial statements for the year ended 31 December 2015 or the date of our review conclusion on
MTN’s condensed consolidated interim financial statements for the period ended 30 June 2016. We have also not performed audit procedures in
respect of events which occurred between 2 March 2016, the date of our audit report on the consolidated financial statements for the year ended
31 December 2015 or review procedures in respect of events which occurred between 4 August 2016, the date of our review conclusion on the
condensed consolidated interim financial statements for the period ended 30 June 2016 and the date of issue of the Prospectus. Furthermore,
the MTN Regulation 77 Financial Information set out in Annexure 3 of the Prospectus is not a full set of financial statements in accordance with
IFRS and the requirements of the Act. Reading the MTN Regulation 77 Financial Information is therefore no substitute for reading the audited
financial statements of MTN for the years ended 31 December 2015, 31 December 2014 and 31 December 2013 or the condensed consolidated
interim financial statements for the periods ended 30 June 2016 and 30 June 2015.

117
Restriction on use and distribution
Our report is solely for the purpose set forth in the first paragraph of this report and for your information and is not to be used for any other
purpose or to be distributed to any other parties.

PricewaterhouseCoopers Inc. SizweNtsalubaGobodo Inc.

Director: JR van Huyssteen Director: SY Lockhat
Registered Auditor Registered Auditor
Sunninghill Woodmead

118
ANNEXURE 5: KEY PROVISIONS OF THE BFC2 PREF SHARES AND THE MTN ZAKHELE FUTHI
PREF SHARES

Certain of the key terms of the MTN Zakhele Futhi Pref Shares and the BFC2 Pref Shares are summarised in the table below:

Amount: A Maximum of R3 200 million for each of the BFC2 Pref Shares and the MTN Zakhele Futhi Pref Shares

Issuer: BFC2 (BFC2 Pref Shares)

MTN Zakhele Futhi (MTN Zakhele Futhi Pref Shares)

Final Redemption Date: 5 years after date of issue

Dividend payment dates: Dividends are paid on 30 April and 30 September of each year during the term of the preference shares and
at any other time and manner prescribed in the Finance Documents.
Additional dividends, arrear dividends and unpaid dividends are payable at the times and in the manner
prescribed in the Finance Documents.

Preference Share Dividend A floating dividend rate of 75% of Prime (compounded semi-annually)
Rate:

Redemption profiles: Bullet (with provision for earlier redemption at the times and in the manner prescribed in the Finance
Documents)

Security ranking: First ranking, in relation to the security provided to the BFC2 Pref Shareholders; and
Second ranking, in relation to the security provided to MTN and MTN Holdings.

Security package: • MTN Zakhele Futhi will issue the First Ranking Guarantee to the BFC2 Pref Shareholders as security for the
obligations of BFC2 to the BFC2 Pref Shareholders under the Finance Documents.
• The First Ranking Guarantee will be limited to the proceeds of enforcement of the Pledge and Cession and
the Account Cession and the proceeds received on realisation of any other assets of MTN Zakhele Futhi
which are given as security for the obligations of MTN Zakhele Futhi under the First Ranking Guarantee at
the time of realisation plus interest on such proceeds at Prime until the amount to be paid under the First
Ranking Guarantee is determined.
• As security for its obligations under the First Ranking Guarantee, MTN Zakhele Futhi will pledge and cede
in securitatem debiti its right, title and interest in and to the MTN Shares held by MTN Zakhele Futhi from
time to time, and all proceeds of realisation of such assets to the BFC2 Pref Shareholders (the “Pledge
and Cession”).
• As security for its obligations under the First Ranking Guarantee, MTN Zakhele Futhi will cede in securitatem
debiti its rights to certain specified bank accounts held by MTN Zakhele Futhi from time to time and all
amounts standing to the credit of such accounts to the BFC2 Pref Shareholders (the “Account Cession”).
• MTN Zakhele Futhi will provide a reversionary cession in securitatem debiti in respect of the aforementioned
bank accounts to MTN and MTN Holdings, pursuant to the Reversionary Account Cession.
• MTN Zakhele Futhi will provide a reversionary cession in securitatem debiti in respect of the MTN Shares to
MTN and MTN Holdings, pursuant to the Reversionary Pledge & Cession.
• MTN Zakhele Futhi will provide a cession in securitatem debiti over the MTN Loan Claim as security for its
obligations under the First Ranking Guarantee.
• MTN will provide a first ranking guarantee to the BFC2 Pref Shareholders as security for the obligations of
BFC2 owing to the BFC2 Pref Shareholders under the Finance Documents, the recourse of the BFC2 Pref
Shareholders thereunder shall be limited to the proceeds of enforcement of the MTN Account Cession
(the “MTN Guarantee”).
• As security for its obligations under the MTN Guarantee, MTN will cede in securitatem debiti its rights to the
MTN implementation account and all amounts standing to the credit of such account to the BFC2 Pref
Shareholders (the “MTN Account Cession”).

119
Voting rights in relation to the No voting except in the case of certain voting events (including any default trigger event) when 95% of the
MTN Zakhele Futhi Pref Shares: votes will, to the extent possible at law, be held by the holders of the MTN Zakhele Futhi Pref Shares.
These include the following:
• MTN Zakhele Futhi proposes to, or purports to, dispose of the whole or substantially the whole of its
undertaking or the whole or greater part of its assets (save as permitted under the MTN Zakhele Futhi
Pref Share Terms);
• there is a continuing: (i) default trigger event; (ii) event which would, with the expiry of a grace period,
by the giving of a notice or making of a determination, be a default trigger event; or (iii) illegality event
(as such events are contemplated in the MTN Zakhele Futhi MOI);
• there are any unpaid or arrear dividends or unpaid and arrear redemption amounts in relation to the MTN
Zakhele Futhi Pref Shares;
• if a special resolution is proposed (save where this is pursuant to a disposal or other action pursuant to
which the Company disposes of the MTN Shares held by it as explicitly permitted under the MTN Zakhele
Futhi Pref Subscription Agreement and the MTN Zakhele Futhi MOI) or a special resolution is proposed
for the approval of the remuneration of the directors of MTN Zakhele Futhi pursuant to section 66(9) of
the Companies Act;
• if any resolution is proposed: (i) which affects the rights attached to the MTN Zakhele Futhi Pref Shares or
interests of the holders of the MTN Zakhele Futhi Pref Shares, (ii) for the winding up of MTN Zakhele Futhi
(iii) for any acquisition by MTN Zakhele Futhi of its shares in terms of section 48 of the Companies Act or
any acquisition by any subsidiary of MTN Zakhele Futhi of the shares in MTN Zakhele Futhi in terms of
section 48 of the Companies Act, or (iv) to change MTN Zakhele Futhi’s financial year.

Key covenants in relation to the • Inception Total Share Cover Ratio will be at least 4.0 times, as a condition precedent to advancing the
MTN Zakhele Futhi Pref Shares: preference share funding.
• After issue of the MTN Zakhele Futhi Pref Shares, Total Share Cover Ratio of 2.0 times if MTN’s consolidated
total net borrowings: adjusted consolidated EBITDA (excluding any goodwill impairment) (the “Financial
Covenant”) is below 2.0 times (and such Total Share Cover Ratio is not restored to at least 2.9 times within
the applicable remedy period); and 2.2 times if the Financial Covenant is at or above 2.0 times (and such
Total Share Cover Ratio is not restored to at least 3.2 times within the applicable remedy period).
• After issue of the MTN Zakhele Futhi Pref Shares, Volatility Protection Share Cover Ratio of 2.3 times if the
Financial Covenant is below 2.0 times (and such Volatility Protection Share Cover Ratio is not restored to at
least 2.6 times within the applicable remedy period); and 2.6 times if the Financial Covenant is at or above
2.0 times (and such Volatility Share Cover Ratio is not restored to at least 2.9 times within the applicable
remedy period).

Key default trigger events in Each of the default trigger events are subject to agreed carve-outs and remedy periods contemplated in the
relation to the MTN Zakhele MTN Zakhele Futhi Pref Share Terms.
Futhi Pref Shares:
• MTN Zakhele Futhi’s failure to declare and pay all or any dividends in relation to the MTN Zakhele Futhi
Pref Shares when due and payable;
• MTN Zakhele Futhi’s failure to redeem any MTN Zakhele Futhi Pref Shares and pay the redemption
amount on or prior to the scheduled redemption date in relation to such MTN Zakhele Futhi Pref Share;
• The occurrence of a trigger event in relation to the BFC2 Pref Shares;
• MTN Zakhele Futhi’s failure to retain its black economic empowerment status as specified in the MTN
Zakhele Futhi Pref Share Terms;
• A material adverse event (as contemplated in the MTN Zakhele Futhi Pref Share Terms) occurs in relation
to BFC2, MTN Zakhele Futhi or MTN;
• MTN, MTN Zakhele Futhi or BFC2 breaches any of its respective obligations under the Finance Documents;
• MTN Zakhele Futhi or BFC2 breach any obligation under any agreement to which they are a party;
• Any encumbrance created under or evidenced by any Finance Document in favour of BFC2 or the BFC2
Pref Shareholders, is or becomes unlawful or is not, or ceases to provide security rights or the ranking that
it purports to provide or to be legal, valid, binding and enforceable, or certain of the Finance Documents
cease to be valid, binding and enforceable against the parties thereto;
• It becomes unlawful for MTN Zakhele Futhi, BFC2 and/or MTN to perform any of its obligations under the
Key Material Agreements;
• There is a failure by MTN Zakhele Futhi, BFC2 and/or MTN to fully and timeously perform or comply with
any obligation which is expressed to be assumed by it under any Key Material Agreement to which it is
a party;

120
 • If the Total Share Cover Ratio is less than: (i) 2.0 times (if the Financial Covenant is below 2.0 times) or
(ii) 2.2 times (if the Financial Covenant is at or above 2.0 times) and such Total Share Cover Ratio is not
restored to 2.9 times (if the Financial Covenant was below 2.0 times when most recently measured) or
3.2 times (if the Financial Covenant was at or above 2.0 times when most recently measured) or more;
• The Revised Total Share Cover Ratio (as defined in the MTN Zakhele Futhi MOI) is breached and is not
restored to a level which is, in each case, 145% of the trigger level below which it is breached or more;
• If the Volatility Protection Share Cover Ratio is: (i) less than 2.3 times (if the Financial Covenant is below
2.0 times) or (ii) 2.6 times (if the Financial Covenant is at or above 2.0 times), in each case for a period
exceeding 10 consecutive trading days on the JSE and the Volatility Protection Share Cover Ratio is not
restored to not less than (a) 2.6 times if the Financial Covenant is below 2.0 times; and (b) 2.9 times if the
Financial Covenant is at or above 2.0 times;
• The Revised Volatility Protection Share Cover Ratio (as defined in the MTN Zakhele Futhi MOI) is breached
and is not restored to a level which is 130% of the trigger level below which it is breached or more;
• Enforcement action is taken against MTN in relation to any of its financial indebtedness in excess of or
equivalent to an aggregate amount of US$50 000 000;
• If the Financial Covenant is greater than 2.5: 1;
• Other than pursuant to limited permitted actions, MTN Zakhele Futhi becomes entitled to acquire or
acquires shares in an entity other than MTN;
• An Insolvency Event (as defined in the MTN Zakhele Futhi Pref Share Terms) occurs;
• There is a suspension of or publication of a notice of intention to suspend trading in the MTN Shares;
• On any day that is a trading day on the JSE (other than a day on which trading on the JSE is scheduled to
close prior to its regular weekday closing time), the One Day VWAP (as defined in the MTN Zakhele Futhi
Pref Share Terms) of the MTN Shares is an amount of R50.00 or less;
• Not all of the MTN Zakhele Futhi Pref Shares are irrevocably redeemed in full in accordance with the
provisions of the MTN Zakhele Futhi MOI;
• MTN Zakhele Futhi’s or BFC2’s audited financial statements are qualified in any respect; or
• MTN’s audited financial statements are qualified in any material respect.

Key indemnities and post • MTN Zakhele Futhi has agreed to indemnify the holders of the MTN Zakhele Futhi Pref Shares and their
redemption amounts officers, directors, employees and agents against liabilities arising from: (i) certain breaches by MTN
Zakhele Futhi of the Finance Documents; (ii) an actual or potential trigger event or illegality event in
relation to the MTN Zakhele Futhi Pref Shares; (iii) any payment in respect of the MTN Zakhele Futhi Pref
Shares or under the Finance Documents being subject to any tax at any time after the redemption of such
MTN Zakhele Futhi Pref Shares; (iv) any payment to a holder of MTN Zakhele Futhi Pref Shares in relation to
the MTN Zakhele Futhi Pref Shares being set aside, refunded, reduced or becoming invalid; or (v) any BFC2
Indemnity Event (as defined in the MTN Zakhele Futhi Pref Subscription Agreement).
• In addition, for the Indemnity Period (as defined in the MTN Zakhele Futhi Pref Share Terms) (being a
period of 5 years following the date on which the last of the BFC2 Pref Shares have been redeemed, or
such shorter period as the Preference Share Agent may agree to in writing), if a Post Redemption Event
(as defined in the MTN Zakhele Futhi Pref Subscription Agreement) occurs, MTN Zakhele Futhi indemnifies
each BFC2 Pref Shareholders and undertakes to put each BFC2 Pref Shareholder into the same after tax
position it would have been in if the Post Redemption Event had not occurred, or if the effects of the Post
Redemption Event had not only become apparent during the Indemnity Period.
• The Preference Share Agent may require MTN Zakhele Futhi to pay amounts into the MTN Zakhele Futhi
Security Account, if MTN Zakhele Futhi agrees (or, if a senior counsel at the Johannesburg Bar determines)
that there is a reasonable prospect of any of the following events occurring: (i) a Post Redemption Event
has occurred or there is a reasonable likelihood of such an event occurring; and/or (ii) the SARS Amount
(as defined in the MTN Zakhele Futhi Pref Subscription Agreement) will become payable after the
redemption of all the MTN Zakhele Futhi Pref Shares. If MTN Zakhele Futhi is required to make any such
deposit, disposals of MTN Zakhele Futhi’s assets are restricted until the required deposits have been made.
The proceeds of the MTN Zakhele Futhi Security Account will remain subject to the security interests of
the relevant BFC2 Pref Shareholders for the Indemnity Period.

121
ANNEXURE 6: PRICE HISTORY OF MTN SHARES ON THE JSE

Set out below is a table of the aggregate volumes and values traded in MTN Shares, and the highest and lowest prices traded, for each month
over the 12 months prior to the date of issue of the Prospectus and for each day over the 30 days preceding the Last Practicable Date:
Highest Lowest
Volume Value (cents per (cents per
Month (‘000) (R’000) MTN Share) MTN Share)
July 2016 129 907 18 460 149 15 150 13 600
June 2016 262 780 36 022 290 15 170 11 991
May 2016 144 070 18 735 139 15 100 12 250
April 2016 136 480 18 708 027 15 190 12 419
March 2016 176 079 25 008 093 15 274 12 529
February 2016 178 566 24 148 132 15 647 12 278
January 2016 174 642 21 575 249 13 978 10 956
December 2015 151 962 20 780 610 15 000 12 304
November 2015 174 489 25 880 284 16 449 13 201
October 2015 186 087 31 897 403 19 295 15 042
September 2015 173 935 30 641 475 18 620 16 126
August 2015 139 477 26 176 136 21 200 16 110
Highest Lowest
Volume Value (cents per (cents per
Day (‘000) (R’000) MTN Share) MTN Share)
2016/08/17 14 001 1 804 714 13 000 12 750
2016/08/16 8 966 1 164 166 13 178 12 910
2016/08/15 8 752 1 137 179 13 100 12 920
2016/08/12 11 428 1 476 608 13 026 12 662
2016/08/11 9 239 1 143 985 12 640 12 250
2016/08/10 17 980 2 209 508 12 711 11 976
2016/08/08 11 678 1 485 433 13 079 12 505
2016/08/05 13 032 1 694 674 13 688 12 828
2016/08/04 9 543 1 276 298 13 839 12 687
2016/08/02 8 257 1 111 984 13 874 13 250
2016/08/01 7 151 1 004 702 14 338 13 823
2016/07/29 6 101 856 595 14 183 13 919
2016/07/28 7 448 1 054 928 14 670 13 908
2016/07/27 7 977 1 162 376 14 851 14 313
2016/07/26 8 530 1 258 924 15 150 14 492
2016/07/25 6 034 890 955 14 898 14 494
2016/07/22 7 799 1 128 212 14 600 14 288
2016/07/21 6 128 876 394 14 488 13 879
2016/07/20 5 941 840 155 14 488 14 025
2016/07/19 11 413 1 587 498 14 236 13 627
2016/07/18 4 648 654 601 14 360 13 966
2016/07/15 9 152 1 306 684 14 450 13 952
2016/07/14 4 795 673 604 14 212 13 737
2016/07/13 6 071 849 152 14 082 13 808
2016/07/12 8 114 1 123 823 14 067 13 600
2016/07/11 4 620 645 574 14 300 13 791
2016/07/08 3 128 436 941 14 140 13 728
2016/07/07 3 938 553 488 14 342 13 905
2016/07/06 5 266 733 740 14 186 13 794
2016/07/05 4 396 630 280 14 451 14 201
Source: I-Net BFA

122
ANNEXURE 7: THE RELATIONSHIP AGREEMENT

123
124
125
126
127
128
129
130
131
132
133
134
135
136
137
138
139
140
141
142
143
144
145
ANNEXURE 8: FICA SUPPORTING DOCUMENTS REQUIRED FOR BLACK PEOPLE AND BLACK
GROUPS

The information contained below has been summarised for general information purposes only and is not intended to provide an exhaustive
list of information and documentation required in order to identify and verify the applicant in terms of FICA. The Applicant must refer to the
Financial Intelligence Centre Act, 2001 to the extent there are changes to the FICA requirements.
BLACK PEOPLE

Type of client Document type Guidelines of what documents may be required

South African citizen Proof of identity • Original valid South African green barcoded identity
resident in South Africa or document; or
resident abroad • Original valid South African identity card (smart card); or
• Original valid SA passport (this document can be
supplied by a South African citizen who resides abroad
if any of the above cannot be provided).

Proof of physical address • Refer to page 158 of this Annexure 8 for a full list of the
acceptable documents.
• If you are a South African citizen resident abroad, please
provide an original valid permit or visa as proof of your
residency.

Minor (where a parent or Proof of identity For the minor:

guardian acts on behalf of • Original birth certificate; or
the minor)
• Original valid South African green barcoded identity
document; or
• Original valid South African identity card (smart card); or
• Original valid South African passport.
For the guardian/parent:
• Original valid South African green barcoded identity
document; or
• Original valid South African identity card (smart card).

Proof of physical address For the minor:

• Cohabitation declaration form (to be provided and
signed at the Participating Nedbank Branch); and
• Proof of physical address in the name of the person
signing the cohabitation form (original or certified
copies will be accepted).
For the guardian/parent: proof of physical address
(if  different from proof of physical address for the person
signing the cohabitation form):
• Refer to page 158 of this Annexure 8 for the a full list of
the acceptable documents. Original or certified copies
will be accepted.

Proof of authority Completed and signed legal-guardian/parent declaration

form (to be provided and signed at the Participating
Nedbank Branch).

146
BLACK GROUPS

Type of client Document type Guidelines of what documents may be required

Sole proprietor/ practitioner Proof of trading name • A declaration (original letter) by the applicant
confirming the trading name.

Proof of identity • Original valid South African barcoded identity

document; or
• Original valid South African identity card (smart card).

Proof of physical address (residential); and • Refer to page 158 of this Annexure 8 for a full list of the
Proof of trading address acceptable documents.
(only if different from physical residential • Original or certified copies will be accepted.
address)

Proof of authority (if applicable) A proof of authority is only applicable in the event that the
client grants another natural person authority to establish
a business relationship or act/transact on the clients
account. The following original written instructions
provide proof of that person’s authority and must be
obtained:
• the resolution;
• a certified extract of the minutes proving authority; or
• a letter, signed by the sole proprietor.
Note: Where the sole proprietor acts on his own behalf,
proof of authority to act does not need to be provided.
Proof of authority must still be obtained if another person,
other than the sole proprietor is granted authority to act
on behalf of/for the sole proprietor.

Associated-party information (if applicable) Associated party who is a South African citizen resident in
Required for: South Africa or an Asylum Seeker Resident in South Africa
or a Refugee Resident in South Africa or a Minor:
• the authorised representative who has
signed the appointment of authorised • Proof of identity;
representative form attached to the • Proof of physical address (if Nedbank client).
Prospectus as Annexure 9; and if different: Associated party who is a South African citizen resident
–– each natural person who purports to abroad:
be authorised to establish a business • Proof of identity;
relationship (i.e. mandated officials); and
• Proof of physical address (if Nedbank client); and
–– each natural person who is authorised to
• Proof of residency (permit/visa), if applicable.
transact on behalf of the sole proprietor
(i.e. authorised signatories). Associated party who is a Foreign National Resident
abroad:
Please call the Nedbank Contact Centre or visit
any Participating Nedbank Branch or refer to the • Proof of identity; and
FAQ section of the MTN Zakhele Futhi website • Proof of physical address (if Nedbank client).
at www.mtn.com/zakhelefuthi for more specific Associated party who is a Foreign National Resident in
associated-party information. South Africa:
• Proof of identity;
• Proof of physical address (if Nedbank client); and
• Proof of residency (permit/visa), if applicable.

147
Type of client Document type Guidelines of what documents may be required

Partnership Partnership agreement • Original partnership agreement in terms of which the

partnership was formed; or
• In the case of a Professional Partnership which
is registered with a professional body, proof of
membership/registration with the professional body.

Proof of authority • The original resolution; or

• A certified extract of minutes proving authority; or
• An original letter signed by the other partners on an
official company letterhead.

Proof of trading address • Refer to page 158 of this Annexure 8 for a full list of the
acceptable documents.

Associated-party information (if applicable) Associated party who is a South African citizen resident in
Required for: South Africa or an Asylum Seeker Resident in South Africa
or a Refugee Resident in South Africa or a Minor:
• the authorised representative who has signed
the appointment of authorised representative • Proof of identity; and
form attached to the Prospectus as Annexure • Proof of physical address (if Nedbank client).
9; and if different: Associated party who is a South African citizen resident
–– each natural person who purports to abroad:
be authorised to establish a business • Proof of identity; and
relationship on behalf of the partnership;
• Proof of physical address (if Nedbank client); and
–– each natural person who is authorised to
• Proof of residency (permit/visa), if applicable.
transact on behalf of the partnership.
Associated party who is a Foreign National Resident
• each partner, including each member of a
abroad:
partnership en commandite,
• Proof of identity; and
• any anonymous/silent partner or any similar
partner; • Proof of physical address (if Nedbank client).
• the person/legal entity who exercises Associated party who is a Foreign National Resident in
executive control over the partnership. South Africa:
Please call the Nedbank Contact Centre or visit any • Proof of identity;
Participating Nedbank Branch or refer to the FAQ • Proof of physical address (if Nedbank client); and
section of the MTN Zakhele Futhi website at www. • Proof of residency (permit/visa), if applicable.
mtn.com/zakhelefuthi for more specific
Associated party which is a Sole Proprietor:
associated-party information.
• Proof of identity; and
• Proof of physical address and trading address if
different (if Nedbank client).
Associated party which is a South African listed company
or a Wholly Owned Subsidiary of a South African company
or a Foreign Listed Company or a Wholly Owned Subsidiary
of a Foreign Listed Company or a Partnership:
• Proof of identity; and
• Proof of physical address (if Nedbank client).
Associated party which is a South African non-listed
company or a Foreign non-listed company:
• Proof of identity;
• Proof of physical address (if Nedbank client); and
• Proof of shareholding membership (if holding 25% or
more of the voting rights).

148
Type of client Document type Guidelines of what documents may be required

Associated party which is a Non-profit Company/

Section 21 Company or a Close Corporation or an Other
Legal Entity:
• Proof of identity; and
• Proof of physical address (if Nedbank client).
Associated party which is an Inter-Vivos trust or a
Testamentary trust:
• Proof of identity; and
• Proof of physical address (if Nedbank client).

Close Corporation Company documentation (only if close • The full Certificate of Confirmation or Disclosure
corporation) Certificate reflecting the details required; or
Original documents unless stated otherwise • The original or a certified copy of the most recent
founding statement and Certificate of Incorporation
(form CK1);
AND
• If applicable, the Amended Founding Statement
(form CK2) in conjunction with the CK1; or
• If applicable, the Amended Founding Statement
(form CK2) in conjunction with the CK2A; or
• Full Certificate of Confirmation plus CK2A and CK2
combined.
If there was a name change:
• Full Certificate of Confirmation or Disclosure
Certificate.

Proof of authority The original resolution; or

Required for a natural person purporting to act on • A certified extract of minutes proving authority; or
behalf of the close corporation mandated officials • An original letter signed by the managing member or
and/or authorised signatories all members where there is no managing member, on
Not required if there is only one member and no an official letterhead.
one else transacting on the account

Company documentation (only if converted close • The original or a certified copy of the Close Corporation
corporation) Registration Certificate (form CoR 18.3).

Proof of shareholding (only if converted close • An original letter confirming the shareholding, signed
corporation) by the company secretary on an official letterhead; or
(Of an individual/legal entity confirming % voting • An original letter from the company auditors
rights) confirming the shareholding; or
• The audited company financial statements; or
• Sole shareholder declaration form, if applicable.

Proof of trading address • Refer to page 158 of this Annexure 8 for a full list of the
acceptable documents.
• The original documents are required to be presented
at the Participating Nedbank Branch.

149
Type of client Document type Guidelines of what documents may be required

Associated party information (if applicable) Associated party who is a South African citizen resident in
required for: SA or an Asylum Seeker Resident in South Africa or a
• the authorised representative who has signed Refugee Resident in South Africa or a Minor:
the appointment of authorised representative • Proof of identity; and.
form attached to the Prospectus as Annexure • Proof of physical address (if Nedbank client).
9; and if different:
Associated party who is a South African citizen resident
–– each natural person who purports to abroad:
be authorised to establish the business
• Proof of identity;
relationship on behalf of the close
corporation; and • Proof of physical address (if Nedbank client); and
–– each natural person authorised to transact • Proof of residency (permit/visa), if applicable.
on behalf of the close corporation. Associated party who is a Foreign National Resident
• each member of the close corporation. abroad:
Please call the Nedbank Contact Centre or visit any • Proof of identity; and.
Participating Nedbank Branch or refer to the FAQ • Proof of physical address (if Nedbank client).
section of the MTN Zakhele Futhi website at www. Associated party who is a Foreign National Resident in
mtn.com/zakhelefuthi for more specific South Africa:
associated-party information.
• Proof of identity;
• Proof of physical address (if Nedbank client); and
• Proof of residency (permit/visa), if applicable.
Associated party which is a Sole Proprietor:
• Proof of identity; and
• Proof of physical address and trading address, if
different (if Nedbank client).
Associated party which is a South African listed company
or a Wholly Owned Subsidiary of a South African company
or a Foreign Listed Company or a Wholly Owned Subsidiary
of a Foreign Listed Company or a Partnership:
• Proof of identity; and
• Proof of physical address (if Nedbank client).
Associated party which is a South African non-listed
company or a Foreign non-listed company:
• Proof of identity;
• Proof of physical address (if Nedbank client); and
• Proof of shareholding membership (if holding 25% or
more of the voting rights).
Associated party which is a Non-profit Company/
Section 21 Company or a Close Corporation or an Other
Legal Entity:
• Proof of identity; and
• Proof of physical address (if Nedbank client).
Associated party which is an Inter-Vivos trust or a
Testamentary trust:
• Proof of identity; and
• Proof of physical address (if Nedbank client).

150
Type of client Document type Guidelines of what documents may be required

South African non-listed Company documentation Verification of identity:

company –– Original documents unless stated otherwise • Full Certification of Confirmation or Disclosure
Certificate reflecting the registered name, registration
number and registered address;
OR
• The Notice of Registered Office and Postal Address
(Form CM22) and either
• Memorandum and articles of association (Form CM2
and CM44), or the original or certified copy of the
most recent Certificate of Incorporation (Form CM1)
or (Form CM9) where a South Africa non-listed
company’s name has changed, and therefore differs
from the CM1 if applicable, the Notice of Change
Concerning a Director (Form CM 27/29);
• if applicable, the Notice of change of Registered Office
(Form CM 22);
OR
• the full Certification of Confirmation or Disclosure
Certificate reflecting the details required; and
• if applicable, the Notice of Change Concerning a
Director (Form CoR 39);
• if applicable, the Notice of change of Registered Office
(Form CoR 21).
Verification requirements for a converted Close
Corporation:
• The registered name and registration number of
a converted close corporation must be verified by
comparing these particulars with the original or
certified copy of the Close Corporation Registration
Certificate (Form CoR 18.3).
Change of name of a South African Non-Listed
Company:
Where a South African non-listed company changes its
name, after the Companies Act came into effect the
following documents need to be obtained:
• The new registration certificate (CoR 14.3);
OR
• Special resolution passed by the company authorising
the name change;
• CIPC issued CoR 15.2 reflecting the company’s new
name as set out in the special resolution;
and
• The most recent Certificate of Incorporation (Form
CM1/CoR 14.3) which reflects the company’s
registration number and previous name.
OR
• Disclosure Certificate reflecting the details required.

Proof of authority • The original resolution; or

Required for a natural person, purporting to act on • A certified extract of minutes proving authority; or
behalf of the South African non-listed company, • An original letter signed by the company secretary on
mandated officials and/or authorised signatories. an official letterhead.
Not required if there is only one director and no
one else transacting on the account

151
Type of client Document type Guidelines of what documents may be required

Proof of trading address • Refer to page 158 of this Annexure 8 for a full list of the
acceptable documents.
• The original documents are required to be presented
at any Participating Nedbank Branch.

Proof of shareholding • An original letter, confirming the shareholding signed

(Of an individual/legal entity confirming % voting by the company secretary on an official letterhead; or
rights) • An original letter from the company auditors
confirming the shareholding; or
• The audited company financial statements; or
• Sole shareholder declaration form (available from any
Participating Nedbank Branch), if applicable.

Associated-party information (if applicable) Associated party who is a South African citizen resident in
Required for: South Africa or an Asylum Seeker Resident in South Africa
or a Refugee Resident in South Africa or a Minor:
• the authorised representative who has signed
the appointment of authorised representative • Proof of identity; and
form attached to the Prospectus as Annexure • Proof of physical address (if Nedbank client).
9; and if different: Associated party who is a South African citizen resident
–– The manager/director of the South African abroad:
non-listed company; • Proof of identity;
–– each natural person who purports to • Proof of physical address (if Nedbank client); and
be authorised to establish a business
• Proof of residency (permit/visa), if applicable.
relationship on behalf of the South African
non-listed company; Associated party who is a Foreign National Resident
abroad:
–– each natural person who is authorised to
transact on behalf of the South African • Proof of identity; and
non-listed company; • Proof of physical address (if Nedbank client).
• each natural person holding 25% or more of Associated party who is a Foreign National Resident in
the voting rights at a general meeting of the South Africa:
South African non-listed company; and • Proof of identity;
• each legal entity, partnership or trust holding • Proof of physical address (if Nedbank client); and
25% or more of the voting rights at a general
• Proof of residency (permit/visa), if applicable.
meeting of the South African non-listed
company. Associated party which is a Sole Proprietor:
Please call the Nedbank Contact Centre or visit any • Proof of identity; and
Participating Nedbank Branch or refer to the FAQ • Proof of physical address and trading address, if
section of the MTN Zakhele Futhi website at www. different (if Nedbank client).
mtn.com/zakhelefuthi for more specific Associated party which is a South African listed company
associated-party information. or a Wholly Owned Subsidiary of a South African company
or a Foreign Listed Company or a Wholly Owned Subsidiary
of a Foreign Listed Company or a Partnership:
• Proof of identity; and
• Proof of physical address (if Nedbank client).
Associated party which is a South African non-listed
company or a Foreign non-listed company:
• Proof of identity;
• Proof of physical address (if Nedbank client); and
• Proof of shareholding membership (if holding 25% or
more of the voting rights).

152
Type of client Document type Guidelines of what documents may be required

Associated party which is a Non-profit Company/section 21

company or a Close Corporation or an Other Legal Entity:
• Proof of identity; and
• Proof of physical address (if Nedbank client).
Associated party which is an Inter-Vivos trust or a
Testamentary trust:
• Proof of identity; and
• Proof of physical address (if Nedbank client).

South African listed Please call the Nedbank Contact Centre on 083 900 6863 for more information (toll free number for MTN
company/wholly owned subscribers only).
subsidiary of a South
African listed company

South African (non-profit Company documentation Verification of identity:

company) • Original documents unless stated otherwise • Full Certification of Confirmation or Disclosure
Certificate reflecting the registered name, registration
number and registered address;
OR
• the Notice of Registered Office and Postal Address
(Form CM22);
and either
• memorandum and articles of association (Form CM4);
or
• the original or certified copy of the most recent
Certificate of Incorporation (CM3);
and
• where the CM 22 does not contain details of
directorship, the details of the director and other
directorships (Form CM27 or CM29);
OR
• the original or certified copy of the most recent Notice
of Incorporation (Form CoR 14.1);or
• the original or certified copy of the Registration
Certificate (Form CoR 14.3), provided the certificate
contains the registered address;
Note: If the CoR14.3 does not contain the registered address,
the CoR 14.1 must be obtained.
• if applicable, the Notice of Change Concerning a
Director (Form CoR 39); and
• if applicable, the Notice of change of Registered Office
(Form CoR 21).
Verification requirements for a converted Close
Corporation:
The registered name and registration number of a
converted close corporation must be verified by
comparing these particulars with:
• the original or certified copy of the Close Corporation
Registration Certificate (Form CoR 18.3).

153
Type of client Document type Guidelines of what documents may be required
Note: The registered address of the converted close
corporation does not need to be verified (currently there is no
form issued by the Commissioner that contains the registered
address of a converted close corporation).
Change of name of a South African Non-Profit
Company:
Where a South African non-profit company changes its
name the following documents need to be obtained.
Where a company’s name has changed, Nedbank must
obtain:
• The new registration certificate (CoR 14.3);
OR
• Special resolution passed by the company authorising
the name change;
• CIPC issued CoR 15.2 reflecting the company’s new
name as set out in the special resolution;
and
• The most recent Certificate of Incorporation
(Form CM 3/CoR 14.3);
OR
• Disclosure Certificate reflecting the details required.

Proof of authority • The original resolution; or

Required for each natural person purporting to • A certified extract of minutes proving authority; or
act/transact on behalf of the South African • An original letter signed by the company secretary on
non-profit company. an official letterhead.

Proof of trading address • Refer to page 158 of this Annexure 8 for a full list of the
acceptable documents.
• The original documents are required to be presented
at the Participating Nedbank Branch.

Associated-party information Associated party who is a South African citizen resident in

Required for: South Africa or an Asylum Seeker Resident in SA or a
Refugee Resident in South Africa or a Minor:
• the authorised representative who has signed
the appointment of authorised representative • Proof of identity;
form attached to the Prospectus as Annexure • Proof of physical address (if Nedbank client).
9; and if different: Associated party who is a South African citizen resident
–– the manager/director of the South African abroad:
non-profit company; • Proof of identity;
–– each natural person who purports to • Proof of physical address (if Nedbank client); and
be authorised to establish a business
• Proof of residency (permit/visa), if applicable.
relationship on behalf of the South African
non-profit company; Associated party who is a Foreign National Resident
abroad:
–– each natural person who is authorised to
transact on behalf of the South African • Proof of identity; and
non-profit company; • Proof of physical address (if Nedbank client).
• each natural person holding 25% or more of Associated party who is a Foreign National Resident in
the voting rights at a general meeting of the South Africa:
South African non-profit company; • Proof of identity;
• each legal entity, partnership or trust holding • Proof of physical address (if Nedbank client); and
25% or more of the voting rights at a general
• Proof of residency (permit/visa), if applicable.
meeting of the South African non-profit
company.

154
Type of client Document type Guidelines of what documents may be required

Please call the Nedbank Contact Centre or visit any Associated party which is a Sole Proprietor:
Participating Nedbank Branch or refer to the FAQ • Proof of identity; and
section of the MTN Zakhele Futhi website at www.
• Proof of physical address and trading address, if
mtn.com/zakhelefuthi for more specific
different (if Nedbank client).
associated-party information.
Associated party which is a South African listed company
or a Wholly Owned Subsidiary of a South African company
or a Foreign Listed Company or a Wholly Owned Subsidiary
of a Foreign Listed Company or a Partnership:
• Proof of identity; and
• Proof of physical address (if Nedbank client).
Associated party which is a South African non-listed
company or a Foreign non-listed company:
• Proof of identity;
• Proof of physical address (if Nedbank client); and
• Proof of shareholding membership (if holding 25% or
more of the voting rights).
Associated party which is a Non-profit Company/section 21
company or a Close Corporation or an Other Legal Entity:
• Proof of identity;
• Proof of physical address (if Nedbank client); and
• Proof of trading address.
Associated party which is an Inter-Vivos trust or a
Testamentary trust:
• Proof of identity; and
• Proof of physical address (if Nedbank client).

Other “unincorporated” Legal entity documentation • The constitution and/or other founding document
legal entities • Original documents unless stated otherwise or certified copy thereof in terms of which the other
legal person/entity/organ of state is created; or
• Other documents relating to the founding of the legal
form.
The following requirements are applicable for a
cooperative:
• Certificate of Registration of the cooperative
(form CoR 10); or
• CIPC printout; or
• Constitution of the cooperative signed by the
minimum number of founder members.
If there was a name change for the cooperative:
• Certification of Change of Name (form CoR 11).

Proof of authority • The original resolution; or

Required for a natural person purporting to act on • A certified extract of minutes proving authority; or
behalf of the other legal person/legal entity/organ • An original letter signed on the letterhead the other
of state mandated officials or authorised legal person/entity/organ of state.
signatories.

Proof of trading address • Refer to page 158 of this Annexure 8 for a full list of the
acceptable documents.
• The original documents are required to be presented
at the Participating Nedbank Branch.

155
Type of client Document type Guidelines of what documents may be required

Associated party information (if applicable) Associated party who is a South African citizen resident in
Required for: SA or an Asylum Seeker Resident in South Africa or a
Refugee Resident in South Africa or a Minor:
• the authorised representative who has signed
the appointment of authorised representative • Proof of identity; and
form attached to the Prospectus as Annexure • Proof of physical address (if Nedbank client).
9; and if different: Associated party who is a South African citizen resident
–– Each natural person who purports to abroad:
be authorised to establish the business • Proof of identity;
relationship (chief financial officer, office
• Proof of physical address (if Nedbank client); and
bearers, chairperson, treasurer, secretary,
etc.) on behalf of the other legal person/ • Proof of residency (permit/visa), if applicable.
entity/organ of state; and Associated party who is a Foreign National Resident
–– Each natural person who is authorised abroad:
to transact on behalf of the other legal • Proof of identity; and
person/entity/organ of state. • Proof of physical address (if Nedbank client).
Please call the Nedbank Contact Centre or visit any Associated party who is a Foreign National Resident in
Participating Nedbank Branch or refer to the FAQ South Africa:
section of the MTN Zakhele Futhi website at www.
• Proof of identity;
mtn.com/zakhelefuthi for more specific
associated-party information. • Proof of physical address (if Nedbank client); and
• Proof of residency (permit/visa), if applicable.

Inter vivos trust (registered Proof of identity • The trust deed or other founding document in terms
in South Africa) • Original document or certified copy of the of which the trust was created.
original

Proof of authority • The trustees’ resolution to establish the business

• Must be the original document relationship; or
• A certified extract of the minutes proving authority; or
• An original letter of authority signed by a trustee
stating the decision was taken to establish a business
relationship with Nedbank; or
• Proof of authority (for a natural person purporting
to act on behalf of an inter vivos trust, but who is
not a trustee): a document stating the capacity and
authority of the person authorised to establish the
business relationship.

Proof of address • The authorisation given by the Master of the High

• Original document or certified copy of the Court in terms of section 7 of the Trust Property
original Control Act, 1998 (Act No. 57 of 1998), to each trustee
of the trust to act in that capacity.
• Where the authorisation is issued in an Eastern Cape
Court and amendments to the original authorisation
has been made, a letter of endorsement is acceptable
as an alternative to the authorisation.

156
Type of client Document type Guidelines of what documents may be required

Associated party information Associated party who is a South African citizen resident in
Required for: South Africa or an Asylum Seeker Resident in South Africa
or a Refugee Resident in South Africa or a Minor:
• the authorised representative who has signed
the appointment of authorised representative • Proof of identity; and
form attached to the Prospectus as Annexure • Proof of physical address (if Nedbank client).
9, and if different: Associated party who is a South African citizen resident
–– each trustee (whether a natural person, abroad:
legal entity, another trust or partnership) • Proof of identity; and
of the trust; each natural person who
• Proof of physical address (if Nedbank client); and
purports to be authorised to establish
a business relationship on behalf of the • Proof of residency (permit/visa).
trust; Associated party who is a Foreign National Resident
–– each natural person who is authorised to abroad:
transact on behalf of the trust; • Proof of identity; and
–– each beneficiary (whether a natural • Proof of physical address (if Nedbank client).
person, legal entity, another trust or Associated party who is a Foreign National Resident in
partnership) of the trust referred to by South Africa:
name in the trust deed or other founding
• Proof of identity;
instrument in terms of which the trust was
created; • Proof of physical address (if Nedbank client); and
• Proof of residency (permit/visa).

–– unnamed, undisclosed and discretionary

beneficiaries (whether a natural person or
legal entity, another trust or partnership).
If they have not been referred to by name
or have not been notified that they are
beneficiaries, or are still to be determined
by the trustees, the particulars of how the
beneficiaries of the trust are determined
must be documented.
–– the founder(s) (whether a natural person,
legal entity, another trust or partnership)
of the trust.
Please call the Nedbank Contact Centre or visit any
Participating Nedbank Branch or refer to the FAQ
section of the MTN Zakhele Futhi website at www.
mtn.com/zakhelefuthi for more specific
associated-party information.

157
 Any of the following documents (original or certified) can be used as proof of address

TYPE OF UTILITY BILL/DOCUMENT VALIDITY

Utility bill <3 months old

Bank statement from an institution other than Nedbank <3 months old
Lease or rental agreement (must be a valid agreement at the date of application) <12 months old
Permit to occupy premises (must be a valid permit at the date of application) <3 months old
Site rental certificate <3 months old
Letter from employer where client is housed in/on employer’s premises – letter must show the period of occupation <3 months old
Municipal rates and taxes invoice <6 months old
Mortgage statement – from an institution other than the Nedbank Group <6 months old
Telkom or other fixed-line-provider account <3 months old
Official SARS document/letterhead-tax return/any other official document issued by the South African Revenue Service on
its letterhead <12 months old
IRP5 certificate as supplied by employer <12 months old
Body corporate/Share block correspondence <12 months old
Valid TV licence <12 months old
Valid motor vehicle licence <12 months old
Payslip or salary advice <3 months old
Insurance policy document <3 months old
Nedbank bond registration document-registration and/or Nedbank valuation certificate <12 months old
National, provincial or local government document <12 months old
Court order <3 months old
Retail account including cell phone account <3 months old
UIF or pension payment slip <3 months old
Other official third-party document – from a credible source, e.g. doctors accounts; medical aid statements <3 months old
University documentation – letter on official university letterhead confirming the student’s full name, identity number,
student number, current year of registration and physical address <3 months old
Tribal chief/authority may sign the declaration with their official stamp or attach an official letterhead <3 months old

158
ANNEXURE 9: APPOINTMENT OF AUTHORISED REPRESENTATIVE

RESOLVED THAT   (insert full name of authorised representative),

identity number   (insert identity number of authorised representative) be and is hereby
authorised for and on behalf of   (insert name of
Black Group) trading as   (if applicable),
registration number   (insert registration number of Black Group, if applicable) (the "Black Group"),
to:
• do all such things and sign all such documents (including, but not limited to the Application Form, FICA and BEE verification process) as may
be required in connection with the MTN Zakhele Futhi Offer; and
• engage with and/or issue instructions to MTN Zakhele, MTN Zakhele Futhi, Nedbank and/or any service providers and/or third parties in
connection with the MTN Zakhele Futhi Offer.
IT IS HEREBY CERTIFIED THAT THE ABOVE IS A TRUE EXTRACT FROM THE RESOLUTION OF THE DIRECTORS / TRUSTEES / PARTNERS /
MEMBERS (delete where not applicable) OF THE BLACK GROUP DULY PASSED IN ACCORDANCE WITH ITS CONSTITUTIONAL DOCUMENTS
ON   2016 (insert date).
Name: 
Identity number: 
Capacity: 
Date: 

159
160
 MTN ZAKHELE FUTHI (RF) LIMITED
(“MTN Zakhele Futhi”)
(Incorporated in the Republic of South Africa)
(Registration number 2016/268837/06)
MTN Zakhele Futhi Nedbank unique reference number (Nedbank to generate)

APPLICATION FORM FOR BLACK PEOPLE TO SUBSCRIBE FOR SHARES IN MTN ZAKHELE FUTHI
All capitalised terms used in this Application Form are defined on pages 25 to 39 of the Prospectus (Definitions and Interpretation). This Application Form forms part of the Prospectus which was registered
by the Registrar of Companies on 26 August 2016 and must be read in conjunction with it.
Applications submitted after 16:00 on 21 October 2016 will be disregarded.
Instructions:
1) You may only apply to participate if you qualify to participate in the MTN Zakhele Futhi Offer.
2) The following options are available to all Applicants to provide some of the required data for purposes of populating an Application Form prior to visiting a Participating Nedbank Branch if an Applicant wishes to do
so in order to speed up the application process:
a. Applicants may complete (but should not sign) this Application Form by hand; or
b. Applicants may call the Nedbank Contact Centre on 083 900 6863 (toll free number for MTN subscribers only); or
c. Applicants may visit the following website to electronically capture some of the data for the Application Form – www.mtn.com/zakhelefuthi
3) Please note that you will not be able to submit all the information required online or via the Nedbank Contact Centre as some information will be required to be provided at a Participating Nedbank Branch.
4) Every Applicant must visit a Participating Nedbank Branch to complete the application process, sign the Application Form printed by the Participating Nedbank Branch and submit all supporting documents
contemplated in paragraph 6.2 of Section 2 of the Prospectus commencing on page 57. Please bring a copy of the Prospectus with you to the Participating Nedbank Branch. If you do not have a copy of the Prospectus,
the Participating Nedbank Branch will provide you with a copy.
5) Before completing the application process, read the Prospectus and, in particular, the details of the MTN Zakhele Futhi Offer (Refer to Section 2 of the Prospectus commencing on page 50). Re-investment Applicants
must also read the MTN Zakhele Circular.
6) Applications for MTN Zakhele Futhi Shares under the MTN Zakhele Futhi Offer are irrevocable and may not be withdrawn once received by or on behalf of MTN Zakhele Futhi and/or MTN Zakhele (as applicable),
unless MTN Zakhele Futhi or MTN Zakhele (in respect of the MTN Zakhele Re-investment Offer) issues, registers and publishes a supplement to the Prospectus, in which event applications made prior to the date of
issue or publication of the supplement may be withdrawn on written notice to MTN Zakhele Futhi (in the case of applications under the MTN Zakhele Futhi Public Offer) and MTN Zakhele (in the case of applications
under the MTN Zakhele Re-investment Offer) within 20 business days after the date of publication; provided that, in respect of any supplement published by MTN Zakhele the right to withdraw applications applies
only to applications made under the MTN Zakhele Re-investment Offer and not to Cash Applicants.
7) The minimum subscription required for participation by a Cash Applicant in the MTN Zakhele Futhi Public Offer is 100 MTN Zakhele Futhi Shares at R20.00 per MTN Zakhele Futhi Share, which amounts to a minimum
subscription payment of R2 000. The minimum subscription required for participation by a Re-investment Applicant in the MTN Zakhele Re-investment Offer is the election to re-invest 50 MTN Zakhele Shares.
8) Please ensure you have read the terms and conditions of the MTN Zakhele Futhi Offer as set out in Section 2 of the Prospectus commencing on page 50.
9) If you are unsure as to the correct way to capture some of your data for purposes of populating the Application Form prior to visiting a Participating Nedbank Branch or do not have online access, please contact the
Nedbank Contact Centre on 083 900 6863 or visit any Participating Nedbank Branch for assistance.
10) Once the required data has been captured and the Application Form has been completed, the Participating Nedbank Branch will print the Application Form to be signed by you at the Participating Nedbank Branch.
11) At the time of and immediately prior to signing the Application Form printed by the Participating Nedbank Branch, you will be requested to sign and tear out the Confirmation of Possession attached to the Prospectus
for submission to the Participating Nedbank Branch. Please do not sign or tear out the Confirmation or Receipt prior to visiting the Participating Nedbank Branch and being requested to do so.
12) The Participating Nedbank Branch will retain the original signed Application Form and Confirmation of Possession and provide you with a copy of your signed Application Form. You will be sent an SMS with a payment
instruction. If you are a Cash Applicant, use the account details on the payment instruction to make payment before 16:00 on 21 October 2016 if paying in cash and before 16:00 on 18 October 2016 if paying by EFT.
Nedbank will issue you with a unique reference number which must thereafter be used with respect to all communications with Nedbank, all documents delivered to Nedbank and all payments made. Whatever amount
you (or other persons) deposit into the MTN Zakhele Futhi bank account, and, if you are a legal or beneficial shareholder in MTN’s current BEE scheme (MTN Zakhele (RF) Limited), the value of the MTN Zakhele Scheme
Consideration (valued at the Repurchase Share Price), in respect of your MTN Zakhele Shares (if any) that you elect to re-invest into MTN Zakhele Futhi in the manner provided for in the Prospectus, will constitute an offer
by you to subscribe for MTN Zakhele Futhi Shares up to that amount. This offer is irrevocable, save as set out above. This amount will be used, if you are successful with your application, to subscribe for as many MTN
Zakhele Futhi Shares as possible (in multiples of R100.00) up to the maximum number of MTN Zakhele Futhi Shares allocated to you, and if you are a Cash Applicant, any excess amount will be refunded to you as provided
for in the Prospectus. Please note that refunds are subject to Cash Applicants having complied with FICA. If you are a Re-investment Applicant, any excess election will be settled in accordance with the terms of the MTN
Zakhele Unwinding Scheme.
13) If you are re-investing as a Re-investment Applicant and would like to apply for additional MTN Zakhele Futhi shares as a Cash Applicant, you will need to follow the same payment process as Cash Applicants (but
need not complete a further Application Form). All Re-investment Applicants will be sent payment instructions and a unique reference number via SMS which can be used in the event you would like to make an
additional cash investment.
14) If you made a mistake when providing your banking or other details for purposes of populating the Application Form (created and submitted through the above channels), you will need to visit a Participating
Nedbank Branch during the Offer Period to update the details.
15) If any of your contact details in the Application Form (created and submitted through the channels) change during the Offer Period, you will need to visit a Participating Nedbank Branch during the Offer Period to
update your contact details and, if your address has changed, re-submit your proof of address supporting documents for FICA purposes.
16) If any of your details changes after the Offer Period, please contact the Nedbank Contact Centre on 083 900 6863.
17) MTN Zakhele Futhi is entitled to verify your details (for BEE, FICA and other purposes) and you are obligated to assist in such verification promptly when requested to do so.
18) BEE, FICA and other supporting documents submitted to any Participating Nedbank Branch must either be provided as the original documents or must be certified as a true copy of the original (which can, for
example, be done at any South African Police Station). Please refer to the supporting documents contemplated in paragraph 6.2 of Section 2 of the Prospectus commencing on page 57.
19) If you are an MTN subscriber, the information provided by you with your Application Form or in this form will not result in an update to any of your existing RICA information stored by MTN SA.
20) Privacy notice: MTN Zakhele Futhi is collecting your personal information from you and its address is 216 14th Avenue, Fairland, 2170. The nature of the personal information collected relates to your personal contact
details, your race, your citizenship, your country of residence, your tax number, certain financial details, whether you are disabled or unemployed, your age and whether you are a military veteran. Nedbank is collecting
this information on MTN Zakhele Futhi’s behalf. In the declaration and agreement below we ask for your consent to MTN Zakhele Futhi and Nedbank processing your personal information. Your personal information
is being collected so that if your application to subscribe for shares in MTN Zakhele Futhi is successful, MTN Zakhele Futhi can facilitate and implement your participation in the MTN Zakhele Futhi Offer. FICA also
requires MTN Zakhele Futhi to collect your personal information. Providing your personal information to MTN Zakhele Futhi is mandatory, and if you do not provide the information requested, your application to
subscribe for shares will be declined. Your personal information will be shared with Nedbank, MTN, the CSDPs and the Transfer Secretary, Strate and any other applicable third party for the purposes of facilitating and
implementing the MTN Zakhele Futhi Offer and your subsequent holding of MTN Zakhele Futhi Shares. You have the right to access your personal information, the right to correct your personal information, and the
right to object to the processing of your personal information. Please see the website – www.mtn.com/zakhelefuthi for contact details.
21) The terms set out above are summary in nature and do not substitute or limit the full terms applicable to Applications and the MTN Zakhele Futhi Offer which are set out in the Prospectus and to which you are bound
by signing this Application Form.
If you have any questions regarding the Application Form, please call the Nedbank Contact Centre on 083 900 6863 (toll free number for MTN subscribers only).
PERSONAL DETAILS OF APPLICANT
Title:
Surname:
First name/s (as per identity document):
Other names:
Initials:
Gender: £ Male £ Female
South African Identity number:
South African citizen: YES/NO
Country of Residence: SOUTH AFRICA/ OTHER
SARS tax reference number, if available (ten digit reference number)

By selecting “YES” you expressly permit MTN, its affiliates and business partners to contact you for the purpose of marketing our/their products and services to you, until you give instruction in the prescribed
manner to the contrary YES/NO
By selecting “YES” you expressly permit Nedbank, its affiliates and business partners to contact you for the purpose of marketing our/their products and services to you, until you give instruction in the
prescribed manner to the contrary YES/NO
Are you a legal or beneficial shareholder in MTN’s current BEE scheme (MTN Zakhele (RF) Limited) YES/NO
If yes, are you electing to re-invest some or all of your MTN Zakhele Shares into MTN Zakhele Futhi? YES/NO
If you are a Re-investment Applicant, would you also like to apply to invest additional cash funds into MTN Zakhele Futhi? YES/NO
Are you a member of any one or more of the following Designated Groups (as defined): YES/NO/UNCERTAIN
Disabled as defined in the Codes of Good Practice on employment of people with disabilities issued under the Employment Equity Act
Military veteran who qualifies to be called a military veteran in terms of Military Veterans Act 18 of 2011
Unemployed and not attending and not required by law to attend an educational institutional and not awaiting admission to an educational institutional
Living in rural and under developed areas
Youth as defined in the National Youth Commission Act of 1996 (16 – 35 years old)
Before applying for shares in MTN Zakhele Futhi, have you held equity instruments (e.g. shares or similar securities) in any other entities (including non-BEE entities) which have a total value of more than
R50 million, measured using a standard valuation method? YES/NO/UNCERTAIN
CONTACT DETAILS FOR APPLICANT
E-mail address:
Cell phone number:
Work phone number: Home phone number:
Postal address PO Box number:
Suburb: City/town: Postal code:
Residential address:
Suburb: City/town: Postal code:
Address where notices must be served: Postal address/residential address
Please note that you will only receive communications by SMS with respect to the status of your application and you will not be able to reply to those SMSes. By signing this Application Form you agree to receiving regular status updates by
SMS. If you have any queries with respect to any SMS received by you, you will need to visit a Participating Nedbank Branch or call the Nedbank Contact Centre.
Please ensure that you are able to be contacted on the cell phone number that you provided to Nedbank during the Offer Period and for 60 days thereafter. If your cell phone number changes during this time, you will need to visit any Participating
Nedbank Branch to update your contact details.
If the Applicant is a minor (under 18 years of age): Insert details of his/her legal guardian or parents who by his/her signature below, in a representative capacity, provides the warranties and undertakings and acknowledgements set out in this
Application Form and concludes the Relationship Agreement on behalf of the Applicant.
DETAILS OF PARENT/GUARDIAN IF APPLICANT IS A MINOR OR IF THE PERSON SIGNING THIS FORM IS SIGNING IN A REPRESENTATIVE CAPACITY
Capacity: £ Birth parent of minor £ Legal guardian
Title:
Surname:
First name/s (as per identity document):
Initials:
Identity number:
Email address:
Cell phone number:
Office phone number:
Home phone number:
Residential address: Postal code:
Postal address: Postal code:
BANK ACCOUNT DETAILS FOR APPLICANT (South African bank account denominated in South African Rand ONLY)
Name of bank account holder:
Bank name:
Bank account number:
Branch code: Account type: £ Cheque/Current £ Savings
Please note that all refunds, dividends and other payments will be made in South African Rand to the above bank account which must be in the Applicant’s name. Refunds, dividends and other payments will not be made in foreign currency,
into foreign bank accounts or to any person or bank account other than to the Applicant’s bank account above. Accordingly, if any person makes any payments on your behalf or otherwise into MTN Zakhele Futhi bank account using your
unique reference number, all refunds, dividends and other payments will be paid to you and not to that person. You hereby agree to indemnify MTN Zakhele Futhi, MTN and Nedbank in respect of any claims made by any person who made
any payment on your behalf or otherwise into the MTN Zakhele Futhi bank account using your unique reference number.
DECLARATION AND AGREEMENT:
To: MTN ZAKHELE FUTHI (RF) LIMITED
By signing this Application Form:
I , the undersigned confirm to MTN Zakhele Futhi that I have full legal capacity and that I am duly
authorised to contract and, having read and understood the Prospectus, hereby irrevocably apply for the number of MTN Zakhele Futhi Shares contemplated in paragraph 12 of the instructions hereof; provided that if a supplement to the
Prospectus is registered and published and I applied for MTN Zakhele Futhi Shares prior to the date of publication of the supplement, I shall be entitled to withdraw the application on written notice to MTN Zakhele Futhi and/or MTN Zakhele
(as applicable) within 20 business days after the date of publication of the supplement in the circumstances set out in paragraph 6 of the instructions hereof.
I warrant to MTN Zakhele Futhi that I am a South African citizen and a Black Person (as defined in the Definitions and Interpretation section of the Prospectus commencing on page 25 of the Prospectus) and that all of the information provided by
me in this Application Form (including all supporting documents) is true and correct in all respects.
I acknowledge to MTN Zakhele Futhi that I have been informed that various restrictions are imposed upon the Disposal and/or Encumbrance of MTN Zakhele Futhi Shares as set out in the Relationship Agreement and summarised in paragraph
12 of Section 2 of the Prospectus. I undertake to MTN Zakhele Futhi and MTN that, if MTN Zakhele Futhi Shares are issued to me, I will comply with the terms of the MTN Zakhele Futhi MOI including all the restrictions contained in the MTN Zakhele
Futhi MOI, and I confirm and agree in favour of MTN Zakhele Futhi and MTN that I am and will be bound by the provisions of the Relationship Agreement forming Annexure 7 to the Prospectus. I understand that if I contravene these restrictions
and/or breach the terms of the Relationship Agreement, I may have action taken against me which may result in me losing any benefit which I would otherwise have had in my investment in MTN Zakhele Futhi.
I acknowledge that MTN Zakhele Futhi will rely on the truthfulness and completeness of the information provided and statements made by me when making its decision to issue MTN Zakhele Futhi Shares to me.
I agree that MTN Zakhele Futhi is entitled to verify my details and that I am obliged to assist in such verification promptly when requested to do so.
I hereby consent to MTN Zakhele Futhi and MTN Zakhele (to the extent applicable) and their service providers transferring my personal information to Nedbank and any of Nedbank’s service providers to be used for any purpose relating to the MTN
Zakhele Futhi Offer and subsequent holdings of MTN Zakhele Futhi Shares.
Dated Place
Surname:
First name/s (as per identity document):
Identity number:
Signature:
If the Applicant is a minor (under 18 years of age): Insert details of his/her legal guardian or parents who by his/her signature below provides the above warranties and undertakings and acknowledgements and concludes the
Relationship Agreement for and on behalf of the Applicant.
Surname:
First name/s (as per identity document):
Identity number:
Capacity Parent/Guardian:
Signature:
By signing this Application Form you confirm that the details contained in this Application Form and in your supporting documents are true and correct. Once you have signed this Application Form, you will not be able to claim
later that the details that you have included in this Application Form and in your supporting documents were not true and correct when you gave us this Application Form or the supporting documents. MTN, MTN Zakhele and/or
MTN Zakhele Futhi or other persons may also have claims and rights against you because of the details that you put in this Application Form, AND PROVIDING FALSE INFORMATION COULD BE A CRIMINAL OFFENCE.
TERMS AND CONDITIONS
By signing this Application Form you:
1) agree to: (i) the sharing of the information contained herein between Nedbank, MTN, the CSDPs, the Transfer Secretary, Strate and any other applicable third party for the purposes of facilitating and implementing the MTN Zakhele
Futhi Offer/and your subsequent holding of shares in MTN Zakhele Futhi; and (ii) the use, process and/or transfer of the information contained herein, including intra-group transfers, transfers across a country border and transfers to
entities in countries that do not provide statutory protections for personal information; and
2) confirm your acceptance of (and agreement to) the privacy policy and, to the extent applicable, the terms and conditions of the website, which can be found at www.mtn.com/zakhelefuthi
 MTN ZAKHELE FUTHI (RF) LIMITED
(“MTN Zakhele Futhi”)
(Incorporated in the Republic of South Africa)
(Registration number 2016/268837/06)
MTN Zakhele Futhi Nedbank unique reference number (Nedbank to generate)

APPLICATION FORM FOR BLACK GROUPS TO SUBSCRIBE FOR SHARES IN MTN ZAKHELE FUTHI
All capitalised terms used in this Application Form are defined on pages 25 to 39 of the Prospectus (Definitions and Interpretation). This Application Form forms part of the Prospectus which was registered
by the Registrar of Companies on 26 August 2016 and must be read in conjunction with it.
Applications submitted after 16:00 on 21 October 2016 will be disregarded.
Instructions:
1) You may only apply to participate if you qualify to participate in the MTN Zakhele Futhi Offer.
2) The following options are available to all Applicants to provide some of the required data for purposes of populating an Application Form prior to visiting a Participating Nedbank Branch if an Applicant wishes to do so in order to
speed up the application process:
a. Applicants may complete (but should not sign) this Application Form by hand; or
b. Applicants may call the Nedbank Contact Centre on 083 900 6863 (toll free number for MTN subscribers only); or
c. Applicants may visit the following website to electronically capture some of the data for the Application Form – www.mtn.com/zakhelefuthi
3) Please note that you will not be able to submit all the information required online or via the Nedbank Contact Centre as some information will be required to be provided at a Participating Nedbank Branch.
4) Every Applicant must visit a Participating Nedbank Branch to complete the application process, sign the Application Form printed by the Participating Nedbank Branch and submit all supporting documents contemplated in
paragraph 6.2 of Section 2 of the Prospectus commencing on page 57. Please bring a copy of the Prospectus with you to the Participating Nedbank Branch. If you do not have a copy of the Prospectus, the Participating Nedbank
Branch will provide you with a copy.
5) Before completing the application process, read the Prospectus and, in particular, the details of the MTN Zakhele Futhi Offer (Refer to Section 2 of the Prospectus commencing on page 50). Re-investment Applicants must also read
the MTN Zakhele Circular.
6) Applications for MTN Zakhele Futhi Shares under the MTN Zakhele Futhi Offer are irrevocable and may not be withdrawn once received by or on behalf of MTN Zakhele Futhi and/or MTN Zakhele (as applicable), unless MTN Zakhele
Futhi or MTN Zakhele (in respect of the MTN Zakhele Re-investment Offer) issues, registers and publishes a supplement to the Prospectus, in which event applications made prior to the date of issue or publication of the supplement
may be withdrawn on written notice to MTN Zakhele Futhi (in the case of applications under the MTN Zakhele Futhi Public Offer) and MTN Zakhele (in the case of applications under the MTN Zakhele Re-investment Offer) within
20 business days after the date of publication; provided that, in respect of any supplement published by MTN Zakhele the right to withdraw applications applies only to applications made under the MTN Zakhele Re-investment
Offer and not to Cash Applicants.
7) The minimum subscription required for participation by a Cash Applicant in the MTN Zakhele Futhi Public Offer is 100 MTN Zakhele Futhi Shares at R20 per MTN Zakhele Futhi Share, which amounts to a minimum subscription
payment of R2 000. The minimum subscription required for participation by a Re-investment Applicant in the MTN Zakhele Re-investment Offer is the election to re-invest 50 MTN Zakhele Shares.
8) Please ensure you have read the terms and conditions of the MTN Zakhele Futhi Offer as set out in Section 2 of the Prospectus commencing on page 50.
9) If you are unsure as to the correct way to capture some of your data for purposes of populating the Application Form prior to visiting a Participating Nedbank Branch or do not have online access, please contact the Nedbank Contact
Centre on 083 900 6863 or visit any Participating Nedbank Branch for assistance.
10) Once the required data has been captured and the Application Form has been completed, the Participating Nedbank Branch will print the Application Form to be signed by you at the Participating Nedbank Branch.
11) At the time of and immediately prior to signing the Application Form printed by the Participating Nedbank Branch, you will be requested to sign and tear out the Confirmation of Possession attached to the Prospectus for submission
to the Participating Nedbank Branch. Please do not sign or tear out the Confirmation or Receipt prior to visiting the Participating Nedbank Branch and being requested to do so.
12) The Participating Nedbank Branch will retain the original signed Application Form and Confirmation of Possession and provide you with a copy of your signed Application Form. You will be sent an SMS with a payment instruction.
If you are a Cash Applicant, use the account details on the payment instruction to make payment before 16.00 on 21 October 2016 if paying in cash and before 16.00 on 18 October 2016 if paying by EFT. Nedbank will issue you with
a unique reference number which must thereafter be used with respect to all communications with Nedbank, all documents delivered to Nedbank and all payments made. Whatever amount you (or other persons) deposit into
the MTN Zakhele Futhi bank account, and, if you are a legal or beneficial shareholder in MTN's current BEE scheme (MTN Zakhele (RF) Limited), the value of the MTN Zakhele Scheme Consideration (valued at the Repurchase Share
Price) in respect of your MTN Zakhele Shares (if any) that you elect to re-invest into MTN Zakhele Futhi in the manner provided for in the Prospectus, will constitute an offer by you to subscribe for MTN Zakhele Futhi Shares up to that
amount. This offer is irrevocable, save as set out above. This amount will be used, if you are successful with your application, to subscribe for as many MTN Zakhele Futhi Shares as possible (in multiples of R100) up to the maximum
number of MTN Zakhele Futhi Shares allocated to you and, if you are a Cash Applicant, any excess amount will be refunded to you as provided for in the Prospectus. Please note that refunds are subject to Cash Applicants having
complied with FICA. If you are a Re-investment Applicant, any excess election will be settled in accordance with the terms of the MTN Zakhele Unwinding Scheme.
13) If you are re-investing as a Re-investment Applicant and would like to apply for additional MTN Zakhele Futhi shares as a Cash Applicant, you will need to follow the same payment process as Cash Applicants (but need not complete
a further Application Form). All Re-investment Applicants will be sent payment instructions and a unique reference number via SMS which can be used in the event you would like to make an additional cash investment.
14) If you made a mistake when providing your banking or other details for purposes of populating the Application Form (created and submitted through the above channels), you will need to visit a Participating Nedbank Branch
during the Offer Period to update the details.
15) If any of your contact details in the Application Form (created and submitted through the channels) change during the Offer Period, you will need to visit a Participating Nedbank Branch during the Offer Period to update your contact
details and, if your address has changed, re-submit your proof of address supporting documents for FICA purposes.
16) If any of your details changes after the Offer Period, please contact the Nedbank Contact Centre on 083 900 6863.
17) MTN Zakhele Futhi is entitled to verify your details (for BEE, FICA and other purposes) and you are obligated to assist in such verification promptly when requested to do so.
18) BEE, FICA and other supporting documents submitted to any Participating Nedbank Branch must either be provided as the original documents or must be certified as a true copy of the original (which can, for example, be done at
any South African Police Station). Please refer to the supporting documents contemplated in paragraph 6.2 of Section 2 of the Prospectus commencing on page 57.
19) If you are an MTN subscriber, the information provided by you with your Application Form or in this form will not result in an update to any of your existing RICA information stored by MTN SA.
20) Privacy notice: MTN Zakhele Futhi is collecting information from you and its address is 216 14th Avenue, Fairland, 2170. Nedbank is collecting the information on MTN Zakhele Futhi’s behalf. In the declaration and agreement below
we ask for your consent to MTN Zakhele Futhi and Nedbank processing your information. Your information is being collected so that if your application to subscribe for shares in MTN Zakhele Futhi is successful, MTN Zakhele Futhi
can facilitate and implement your participation in the MTN Zakhele Futhi Offer. FICA also requires MTN Zakhele Futhi to collect your information. Providing your information to MTN Zakhele Futhi is mandatory, and if you do not
provide the information requested, your application to subscribe for shares will be declined. Your information will be shared with Nedbank, MTN, the CSDPs and the Transfer Secretary, Strate and any other applicable third party for
the purposes of facilitating and implementing the MTN Zakhele Futhi Offer and your subsequent holding of the MTN Zakhele Futhi Shares. You have the right to access your information, the right to correct your information, and
the right to object to the processing of your information. Please see the website - www.mtn.com/zakhelefuthi for contact details.
21) The terms set out above are summary in nature and do not substitute or limit the full terms applicable to Applications and the MTN Zakhele Futhi Offer which are set out in the Prospectus and to which you are bound by signing
this Application Form.
If you have any questions regarding the Application Form, please call the Nedbank Contact Centre on 083 900 6863 (toll free number for MTN subscribers only).
BLACK GROUP DETAILS
Black group category:
£ Company £ Partnership £ Trust £ Close Corporation £ Other unincorporated entity or association
Black Group name (registered name for companies, close corporations and trusts):
Black Group trading name (if the trading name differs to the registered name):
Registration number (companies and close corporations)/Trust Number (trusts):
Are you a participant/shareholder in MTN’s current BEE scheme (MTN Zakhele (RF) Limited)? YES/NO
If yes, are you electing to re-invest some or all of your MTN Zakhele shares into MTN Zakhele Futhi? YES/NO
If yes, what is your MTN Zakhele Shareholder number?
If you are a Re-investment Applicant, would you also like to apply to invest additional cash funds into MTN Zakhele Futhi? YES/NO
Are you any one of the following (as defined):
£ Black Employee Share Ownership Scheme (ESOP) £ Black Broad-Based Ownership Scheme (BBOS) £ Black Co-operative £ N/A
Tax reference number, if available:
Business Postal address PO Box number:
Suburb: City/town: Postal code:
Physical address:
Suburb: City/town: Postal code:
Address where notices must be served: Postal address/ residential address
By selecting “YES” you expressly permit MTN, its affiliates and its authorised business partners to contact you for the purpose of marketing our/their products and services to you, until you give instruction in the
prescribed manner to the contrary YES/NO
By selecting “YES” you expressly permit Nedbank, its affiliates and its authorised business partners to contact you for the purpose of marketing our/their products and services to you, until you give
instruction in the prescribed manner to the contrary YES/NO
BEE OWNERSHIP
Please provide the following details using the “flow-through principle” according to the Codes (www.thedti.gov.za).
51% or more black ownership (i.e. economic interest and voting rights)
(using the flow-through principle) or BEE Owned and Controlled, as defined* YES/NO/UNCERTAIN
Black economic interest percentage* %
Black exercisable voting rights percentage* %
Black women ownership economic interest percentage (if known) %
Black women exercisable voting rights percentage (if known) %
Before applying for shares in MTN Zakhele Futhi, have you held equity instruments in any other entity (including non-BEE entities) which have a total value of more than R50 million,
measured using a standard valuation method? YES/NO/UNCERTAIN
Is the combined shareholding of black designated groups and/or black new entrants equal to or higher than 5% (if known)? YES/NO/UNCERTAIN
* Compulsory fields
ACCREDITATION (Only compulsory to complete if applying for 50 000 MTN Zakhele Futhi Shares or more as a Cash Applicant. i.e. R1 million or more, or applying to re-invest in respect of more than 15 000 MTN Zakhele Futhi Shares (with no
cash application) or more than 8 000 MTN Zakhele Futhi Shares (with any additional cash application) as a Re-investment Applicant.)
Name of Valid BEE Verification Agency who issued your Valid BEE Ownership Certificate
Expiry date of Valid BEE Ownership Certificate
(Certificate must be valid until 12 March 2017)
CONTACT DETAILS FOR THE AUTHORISED REPRESENTATIVE OF THE BLACK GROUP
E-mail address:
Cell phone number:
Work number:
Postal address PO Box number:
Suburb: City/town: Postal code:
Physical address:
Suburb: City/town: Postal code:
The original completed and signed appointment of authorised representative attached to the Prospectus as Annexure 9 must be submitted by the Applicant to the Participating Nedbank Branch during the application process.
Please note that the authorised representative will only receive communications by SMS with respect to the status of the Black Group’s application and will not be able to reply to those SMSes. By signing this Application
Form you agree to receiving regular status updates by SMS. If there are any queries with respect to any SMS received by the authorised representative, the authorised representative will need to visit any Participating Nedbank
Branch or call the Nedbank Contact Centre.
Please ensure that the authorised representative is able to be contacted on the cell phone number provided to Nedbank during the Offer Period and for 60 days thereafter. If that cell phone number changes during this time, the
authorised representative will need to visit any Participating Nedbank Branch to update his/her contact details.
BANK ACCOUNT DETAILS FOR APPLICANT (South African bank account denominated in South African Rand ONLY)
Name of bank account holder:
Bank name:
Bank account number:
Branch code: Account type: £ Cheque/Current £ Savings
Please note that all refunds, dividends and other payments will be made in South African Rand to the above bank account which must be in the Applicant’s name. Refunds, dividends and other payments will not be made in
foreign currency, into foreign bank accounts or to any person or bank account other than to the Applicant’s bank account above. Accordingly, if any person makes any payments on behalf of the Applicant or otherwise into the
MTN Zakhele Futhi bank account using your unique reference number, all refunds and dividends will be paid to the Applicant and not to that person. You hereby agree to indemnify MTN Zakhele Futhi, MTN and Nedbank in
respect of any claims made by any person who made any payment on your behalf or otherwise into the MTN Zakhele Futhi bank account using your unique reference number.
DECLARATION AND AGREEMENT:
To: MTN ZAKHELE FUTHI (RF) Limited
By signing this Application Form:
We,  , herein represented by the undersigned representatives, confirm to MTN Zakhele Futhi that we have
full legal capacity and are duly authorised to contract and, having read and understood the Prospectus, hereby irrevocably apply for the number of MTN Zakhele Futhi Shares contemplated in paragraph 12 of the instructions
hereof; provided that if a supplement to the Prospectus is issued, we shall be entitled to withdraw the application on written notice to MTN Zakhele Futhi and/or MTN Zakhele (as applicable) within 20 business days after the date
of publication of the supplement in the circumstances set out in paragraph 6 of the instructions hereof.
We warrant to MTN Zakhele Futhi that we are a Black Group (as defined in the Definitions and Interpretation section of the Prospectus commencing on page 25 of the Prospectus) and that all of the information provided by us in
this Application Form (including all supporting documents) is true and correct in all respects.
We acknowledge to MTN Zakhele Futhi that we have been informed that various restrictions are imposed upon the Disposal and/or Encumbrance of MTN Zakhele Futhi Shares as set out in the Relationship Agreement and
summarised in paragraph 12 of Section 2 of the Prospectus. We undertake to MTN Zakhele Futhi and MTN that, if MTN Zakhele Futhi Shares are issued to us, we will comply with the terms of the MTN Zakhele Futhi MOI including
all the restrictions contained in the MTN Zakhele Futhi MOI, and we confirm and agree in favour of MTN Zakhele Futhi and MTN that we are and will be bound by the provisions of the Relationship Agreement forming Annexure 7
to the Prospectus. We understand that if we contravene these restrictions and/or breach the terms of the Relationship Agreement, we may have action taken against us which may result in us losing any benefit which we would
otherwise have had in our investment in MTN Zakhele Futhi.
We acknowledge that MTN Zakhele Futhi will rely on the truthfulness and completeness of the information provided and statements made by us when making its decision to issue MTN Zakhele Futhi Shares to us.
We agree that MTN Zakhele Futhi is entitled to verify our details and that we are obliged to assist in such verification promptly when requested to do so.
If we have delivered a Valid BEE Ownership Certificate as part of the application process, we confirm that our ownership structure has not changed after obtaining such certificate and that the information recorded therein remains
true and correct in all material respects.
By signing this Application Form, we confirm that the details contained in this Application Form and in our supporting documents are true and correct. Once we have signed this Application Form, we will not be able to claim later
that the details that we have included in this Application Form and in our supporting documents were not true and correct when we provided this Application Form or the supporting documents. MTN, MTN Zakhele and/or MTN
Zakhele Futhi or other persons may also have claims and rights against us because of the details that we put in this Application Form, AND PROVIDING FALSE INFORMATION COULD BE A CRIMINAL OFFENCE.
We hereby consent to MTN Zakhele Futhi and MTN Zakhele (to the extent applicable) and their service providers transferring information to Nedbank and any of Nedbank’s service providers to be used for any purpose relating to
the MTN Zakhele Futhi Offer and subsequent holdings of MTN Zakhele Futhi Shares.
Dated Place
AUTHORISED REPRESENTATIVE 1
Title:
Surname:
First name/s (as per identity document):
Initials:
Identity number:
Signature:
Capacity:
AUTHORISED REPRESENTATIVE 2 (if applicable)
Title:
Surname:
First name/s (as per identity document):
Initials:
Identity number:
Signature:
Capacity:
TERMS AND CONDITIONS
By signing this Application Form you:
1) agree to: (i) the sharing of the information contained herein between Nedbank, MTN, the CSDPs, the Transfer Secretary, Strate and any other applicable third party for the purposes of facilitating and implementing
the MTN Zakhele Futhi Offer/and your subsequent holding of shares in MTN Zakhele Futhi; and (ii) the use, process and/or transfer of the information contained herein, including intra-group transfers, transfers across
a country border and transfers to entities in countries that do not provide statutory protections for personal information; and
2) confirm your acceptance of (and agreement to) the privacy policy and, to the extent applicable, the terms and conditions of the website, which can be found at www.mtn.com/zakhelefuthi.
 MTN ZAKHELE FUTHI (RF) LIMITED
(“MTN Zakhele Futhi”)
(Incorporated in the Republic of South Africa)
(Registration number 2016/268837/06)
MTN Zakhele Futhi Nedbank unique reference number (Nedbank to complete: ________________________)

CONFIRMATION OF POSSESSION OF PROSPECTUS WITH RESPECT TO THE MTN ZAKHELE FUTHI

OFFER
All capitalised terms used in this Application Form are defined on pages 25 to 39 of the Prospectus (Definitions and
Interpretation). This Confirmation of Possession forms part of the Prospectus which was registered by the Registrar of Companies
on 26 August 2016 and must be read in conjunction with it.
Instructions:
1) When you/your authorised representative attend at a Participating Nedbank branch for purposes of: (i) providing the outstanding data in
order for the Participating Nedbank Branch to populate and print the Application Form for signature at the Participating Nedbank Branch,
and (ii) submitting the supporting documents, you/your authorised representative must please bring a copy of the Prospectus to the
Participating Nedbank Branch. If you/your authorised representative do/does not have a copy of this Prospectus, you/your authorised
representative will be provided with a copy of the Prospectus at the Participating Nedbank Branch.
2) At the time of and immediately prior to signing the Application Form printed by the Participating Nedbank Branch, you/your authorised
representative will be requested to show that you/your authorised representative are/is in possession of the Prospectus and to sign and tear
out this Confirmation of Possession confirming that fact, which must then be submitted to the Participating Nedbank Branch. Please do not
sign or tear out this Confirmation of Possession prior to being requested to do so at a Participating Nedbank Branch.
If you have any questions regarding the Confirmation of Possession, please call the Nedbank Contact Centre on 083 900 6863
(toll free number for MTN subscribers only).
CONFIRMATION AND ACKNOWLEDGEMENT:
To: MTN ZAKHELE FUTHI (RF) LIMITED
By signing this Confirmation of Possession, I (the undersigned)/we (herein represented by the undersigned authorised representative/s), hereby
confirm to MTN Zakhele Futhi that I/we have full legal capacity, that I/we am/are duly authorised to contract and, at the time of making this
application, I/we was/were in possession of a copy of the Prospectus.
Date   Place   .
APPLICANT WHO IS A BLACK PERSON TO COMPLETE AND SIGN BELOW:
Surname: 
First name/s (as per identity document): 
Identity number: 
Signature: 
If the Applicant is a minor (under 18 years of age): Insert details of his/her legal guardian or parents who by his/her signature
below provides the above confirmation and acknowledgement for and on behalf of the Applicant.
Surname: 
First name/s (as per identity document): 
Identity number: 
Capacity (Parent / Guardian): 
Signature: 
AUTHORISED REPRESENTATIVE/S OF APPLICANT WHO IS A BLACK GROUP TO COMPLETE AND SIGN BELOW:
AUTHORISED REPRESENTATIVE 1
Title: 
Surname: 
First name/s (as per identity document): 
Initials: 
Identity number: 
Signature: 
Capacity: 
AUTHORISED REPRESENTATIVE 2 (if applicable)
Title: 
Surname: 
First name/s (as per identity document): 
Initials: 
Identity number: 
Signature: 
Capacity: 
Once this Confirmation of Possession has been signed by or for and on behalf of the Applicant, the Applicant will not be able
to claim later that the confirmation and acknowledgement contained herein were not true and correct when this Confirmation
Possession was signed. MTN, MTN Zakhele and/or MTN Zakhele Futhi or other persons may also have claims and rights against
the Applicant if this confirmation and acknowledgement was not true and correct when signed.
CONFIRMATION BY PARTICIPATING NEDBANK BRANCH

To: MTN ZAKHELE FUTHI (RF) LIMITED

I,  the undersigned, hereby confirm to MTN Zakhele Futhi that this Confirmation
of Possession was signed and torn out of a Prospectus in my presence by the Applicant or its authorised representative/s noted above
Date   Place   .
Surname: 
First name/s (as per identity document): 
Nedbank employee number: 
Signature: