MTN GROUP LIMITED - Joint Announcement Regarding the Extension of the 2016 MTN Scheme Operated Through MTNZF

Joint Announcement Regarding the Extension of the 2016 MTN Scheme Operated Through MTNZF

MTN Group Limited                                  MTN Zakhele Futhi (RF) Limited
(Incorporated in the Republic of South Africa)     (Incorporated in the Republic of South Africa)
(Registration number: 1994/009584/06)              (Registration number: 2016/268837/06)
Share code: MTN                                    Share code: MTNZF
ISIN: ZAE000042164                                 ISIN: ZAE000279402
("MTN")                                            LEI: 378900429C4F73B1BE74
                                                   ("MTNZF")


JOINT ANNOUNCEMENT REGARDING THE EXTENSION OF THE 2016 MTN BROAD-BASED
BLACK ECONOMIC EMPOWERMENT SCHEME OPERATED THROUGH MTNZF ("SCHEME")
("SCHEME EXTENSION")



Shareholders of MTN ("MTN Shareholders") and shareholders of MTNZF ("MTNZF Shareholders")
are referred to the announcements released on the Stock Exchange News Service of the JSE Limited
on:

    •   15 October 2024, in which MTN announced the results of the MTN general meeting held on
        14 October 2024 ("MTN GM Results");

    •   16 October 2024, in which MTNZF referred MTNZF Shareholders to the MTN GM Results; and

    •   22 October 2024, in which MTNZF announced the results of the MTNZF extraordinary general
        meeting held on 21 October 2024.

MTN Shareholders and MTNZF Shareholders were advised that the Scheme Extension remained
subject to certain conditions precedent described in the MTN circular issued on 13 September 2024
and the MTNZF circular issued on 20 September 2024 (the "MTNZF Circular"), both in connection with
the Scheme Extension.

MTN and MTNZF are pleased to announce that the last of these conditions precedent was fulfilled on
12 November 2024, and that the Scheme Extension is accordingly effective as of 12 November 2024.
The scheduled maturity date of the Scheme is, by reason of the Scheme Extension, now 23 November
2027.

MTNZF Shareholders are advised that:

    •   the Facilitated Trading Process Verification Terms and Conditions (as defined in the MTNZF
        Circular) which regulate holding, trading or transfer of MTNZF ordinary shares will be amended
        to reflect and give effect to the Scheme Extension with effect from 13 November 2024 and will
        be made available on (or via a link from) the MTNZF website and from the MTNZF Call Centre
        (Singular) (as defined in the MTNZF Circular), details of which are set out below:

        MTNZF website: www.mtnzakhelefuthi.co.za

        contact number of Singular: 010 476 2012; and

    •   the Independent Trading Process Verification Terms and Conditions (as defined in the MTNZF
        Circular) which regulate holding, trading or transfer of MTNZF ordinary shares will be amended
        to reflect and give effect to the Scheme Extension with effect from 13 November 2024 and will
        be made available on (or via a link from) the MTNZF website and from the MTNZF Call Centre
        (SSA) (as defined in the MTNZF Circular), details of which are set out below:

        MTNZF website: www.mtnzakhelefuthi.co.za

        contact number of Nedbank (acting through its Share Scheme Administration business unit):
        083 900 6863.

MTNZF Shareholders are reminded that the MTNZF Circular is available on the MTNZF website at
https://www.mtnzakhelefuthi.co.za/Home/EGM.



Sandton
12 November 2024



Legal and tax advisor to MTN                               Legal and tax advisor to MTNZF
Webber Wentzel Attorneys                                   Webber Wentzel Attorneys



Financial advisor to MTN                                    Financial advisor and sponsor to MTNZF
Rand Merchant Bank, a division of FirstRand Bank Limited    Tamela Holdings Proprietary Limited 



Transaction and lead sponsor to MTN                          Joint sponsor to MTN
Tamela Holdings Proprietary Limited                          J.P. Morgan Equities (SA) Proprietary Limited
Date: 12-11-2024 04:00:00
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