Notice of the fifteenth annual general meeting

Ordinary resolution number 1

“Resolved that the consolidated audited annual financial statements of the Company and its subsidiaries, including the directors’ and external auditors’ reports for the year ended 31 December 2009, be and are hereby received, considered and adopted.”

Ordinary resolution number 2
Re-election of Mr MC Ramaphosa as a director

“Resolved that Mr MC Ramaphosa, who retires by rotation in terms of the articles of association of the Company and who is eligible and available for re-election, be and is hereby re-elected as a director of the Company.”

He is currently an independent non-executive director of MTN Group Limited and serves as a chairman on the Group board and a member of the nomination, remuneration, human resources and corporate governance committee (NRHR & CG).

Ordinary resolution number 3
Re-election of Mr DDB Band as a director

“Resolved that Mr DDB Band, who retires by rotation in terms of the articles of association of the Company and who is eligible and available for re-election, be and is hereby re-elected as a director of the Company.”

Age: (66)
Appointed: 01 October 2001
Educational qualifications: BCom, CA(SA)
Directorships: Director of Standard Bank of South Africa Group Limited, Bidvest Group Limited and Multichoice International Group.

He is currently an independent, non executive director of MTN Group Limited and serves as Chairman of the nomination, remuneration, human resources and corporate governance committee (NRHR & CG).

Ordinary resolution number 4
Re-election of Mr AF van Biljon as a director

“Resolved that Mr AF van Biljon, who retires by rotation in terms of the articles of association of the Company and who is eligible and available for re-election, be and is hereby re-elected as a director of the Company.”

He is currently an independent non-executive director of MTN Group Limited and serves as chairman of the Audit Committee.

Ordinary resolution number 5
Re-election of Ms MLD Marole as a director

“Resolved that Ms MLD Marole, appointed on 1 January 2010, who automatically retires in terms of article 92 of the articles of association of the Company and who is eligible and available for re-election, be and is hereby re-elected as a director of the Company.”

Age: (50)
Appointed: 01 January 2010
Educational qualifications: BCom, DTE and MBA

She is currently an independent non-executive director of MTN Group Limited and serves on the risk management and compliance committee.

Ordinary resolution number 6
Re-election of Mr NP Mageza as a director

“Resolved that Mr NP Mageza, appointed on 1 January 2010, who automatically retires in terms of article 92 of the articles of association of the Company and who is eligible and available for re-election, be and is hereby re-elected as a director of the Company.”

He is currently an independent non-executive director of MTN Group Limited and serves on the audit committee.

Ordinary resolution number 7
Re-election of Mr A Harper as a director

“Resolved that Mr A Harper, appointed on 1 January 2010, who automatically retires in terms of article 92 of the articles of association of the Company and who is eligible and available for re-election, be and is hereby re-elected as a director of the Company.”

He is currently an independent non-executive director of MTN Group Limited and serves on the nomination, remuneration, human resources and corporate governance committee.

Ordinary resolution number 8
Re-election of Mr NI Patel as a director

“Resolved that Mr NI Patel, appointed on 27 November 2009, who automatically retires in terms of article 92 of the articles of association of the Company and who is eligible and available for re-election, be and is hereby re-elected as a director of the Company.”

He is currently the group finance director of MTN Group Limited.

Ordinary resolution number 9
Proposed increase of remuneration payable to non-executive directors

“Resolved that, in terms of article 73(b) of the articles of association of the Company and subject to the terms thereof, that the revised non-executive directors’ annual remuneration, payable quarterly in arrears, be and it is hereby increased with retrospective effect from 1 January 2010 as set out below:

The reason for proposing ordinary resolution number 9 is to ensure that the remuneration of non-executive directors remains competitive in order to enable the Company to retain and attract persons of the calibre required in order to make meaningful contributions to the Company given its global footprint and growth rate and having regard to the appropriate capabilities, skills and experience required.

In arriving at the proposal set out in ordinary resolution number 9, the Group president and CEO (GP & CEO), in consultation with the Group executive human resources, conducted a review of the remuneration paid to non-executive directors and other non-executive office bearers, based on data provided by independent remuneration specialists and benchmarked against comparable international South African companies. The nominations, remunerations, human resources and corporate governance committee, considered the revised remuneration proposal in detail and, after consensus, recommended the revised remuneration proposal to the board, which sanctioned the proposal for recommendation to shareholders.

The proposed revised remuneration is considered to be fair and reasonable and in the best interests of the Company.

Ordinary resolution number 10
General authority to directors to allot and issue ordinary shares

“Resolved that, all the unissued ordinary shares of 0,01 cent each in the share capital of the Company be and are hereby placed at the disposal and under the control of the directors, and that the directors be and are hereby authorised and empowered to allot, issue and otherwise to dispose of and/or to undertake to allot, issue or otherwise dispose of such shares to such person or persons on such terms and conditions and at such times as the directors may from time to time at their discretion deem fit (save for the unissued ordinary shares which have specifically been reserved for the Company’s share incentive schemes, being 5% of the total issued share capital, in terms of ordinary resolutions duly passed at previous annual general meetings of the Company (the unissued scheme shares), which shall be issued to such person or persons on such terms and conditions in accordance with the terms of such authorising resolutions), subject to the aggregate number of such ordinary shares able to be allotted, issued and otherwise disposed of and/or so undertaken to be allotted, issued or disposed of in terms of this resolution being limited to 10% of the number of ordinary shares in issue as at 31 December 2009 (but excluding, in determining such 10% limit, the unissued scheme shares) and further subject to the provisions applicable from time to time of the Companies Act and the Listings Requirements, each as presently constituted and which may be amended from time to time.

Ordinary resolution number 11
Audit committee annual appointments

“Resolved that the directors who have been appointed and recommended by the board to serve on the audit committee, namely Messrs AF van Biljon, J van Rooyen, JHN Strydom, NP Mageza and MJN Njeke be and are hereby re-appointed to serve on the audit committee for the year ending 31 December 2010; in respect of Messrs AF van Biljon and NP Mageza such confirmation being subject to their re-election as directors pursuant to ordinary resolutions numbered 4 and 6, respectively”.

Ordinary resolution number 12
Proposed new employee share incentive plans

“Resolved that, the MTN Group Limited Performance Share Plan 2010 and MTN Group Limited Share Appreciation Rights Scheme 2010 established pursuant to the scheme rules tabled at the annual general meeting at which this resolution is proposed and considered (which scheme rules have been initialled by the chairman of the annual general meeting for the purposes of identification) be and is hereby approved”.

Ordinary resolution number 13
Proposed restraint of trade agreement with Mr PF Nhleko

“Resolved that the agreement/s entered into or to be entered into between the Company (and/or designated subsidiaries of the Company) and Mr PF Nhleko in respect of inter alia restraint of trade undertakings by Mr PF Nhleko on the terms and conditions of the written agreement/s tabled at the annual general meeting at which this resolution is proposed and considered (which agreement/s has/have been initialled by the chairman of the annual general meeting for the purposes of identification) be and is/are hereby approved”.

Ordinary resolution number 14
Reappointment of joint independent auditors

“Resolved that PricewaterhouseCoopers Inc. (Mr S. Sooklal, designated partner) and SizweNtsaluba vsp (Mr A. Mashifane, designated partner) be and are hereby reappointed as joint auditors of the Company until the next annual general meeting”.

Special resolution number 15

Acquisition of the Company’s shares
Preamble

The board of directors of the Company has considered the impact of a repurchase of up to 10% of the Company’s shares, which falls within the amount permissible under a general authority in terms of the Listings Requirements and, in respect of acquisitions by a subsidiary of the Company, the Companies Act. Should the opportunity arise and should the directors deem it to be advantageous to the Company, or any of its subsidiaries, to repurchase such shares, it is considered appropriate that the directors (and relevant subsidiaries) be authorised to repurchase the Company’s shares.

“Resolved that the Company, and/or a subsidiary of the Company, be and is hereby authorised, by way of a general authority contemplated in sections 85(2), 85(3) and 89 of the Companies Act, to repurchase shares issued by the Company upon such terms and conditions and in such amounts as the directors of the Company may from time to time determine, but subject to the applicable provisions of the Companies Act and the Listings Requirements, each as presently constituted and which may be amended from time to time; and subject further to the restriction that the repurchase by the Company, and/or any of its subsidiaries, of shares in the Company of any class under this authority shall not, in aggregate in any one financial year, exceed 10% of the shares in issue in such class as at the commencement of such financial year”.

It is recorded that, as at the last practicable date, the Listings Requirements provide, inter alia, that the Company or any subsidiary of the Company may only make a general repurchase of the ordinary shares in the Company if:

This resolution is required to be passed, on a show of hands, by not less than 75% of the number of shareholders of the Company entitled to vote on a show of hands, at the meeting who are present in person or by proxy or, where a poll has been demanded, by not less than 75% of the total votes to which the shareholders present in person or by proxy are entitled. However, it should be noted that, at the request of the board, the chairman intends to exercise his discretion to require that the resolution be voted on by way of a poll and not by way of a show of hands.

For the purpose of considering the special resolution and in compliance with paragraph 11.26 of the Listings Requirements, the information listed below has been included in the annual report, in which this notice of annual general meeting is included, at the places indicated:

• directors and management – refer to pages 12 to 15 and pages 16 to 19 of book 1;
• major shareholders – refer to page 23 of this report;
• directors’ interests in securities – refer to page 41 of this report;
• share capital of the Company – refer to page 22 of this report;
• the directors, whose names are set out on pages 14 and 15 of book 1, collectively and individually accept full responsibility for the accuracy of the information contained in this special resolution and certify that to the best of their knowledge and belief, there are no other facts, the omission of which, would make any statement false or misleading and that they have made all reasonable enquiries in this regard; and
• there are no legal or arbitration proceedings (including any such proceedings that are pending or threatened of which the Company is aware), which may have or have had a material elect on the Company’s financial position over the last 12 months.
• at the date of completing this notice there have been no material changes in the financial or trading position of the Company and its subsidiaries that have occurred since December 2009.

At the present time, the directors have no specific intention with regard to the utilisation of this authority which will be used only if the circumstances are appropriate.

A general repurchase of the Company’s shares shall only take place after the JSE has received written confirmation from the Company’s sponsor in respect of the directors’ working capital statement.

Reason for and effect of special resolution

The reason for and effect of the special resolution is to grant the Company, or a subsidiary of the Company, a general approval in terms of the Companies Act and the Listings Requirements, for the acquisition of shares of the Company. Such general authority will provide the board with the flexibility, subject to the requirements of the Companies Act and the Listings Requirements, to repurchase shares should it be in the interests of the Company at any time while the general authority exists. This general approval shall be valid until the earlier of the next annual general meeting of the Company, or the variation or revocation of such general authority by special resolution at any subsequent general meeting of the Company, provided that the general authority shall not be of force or effect beyond 15 (fifteen) months from the date of passing this special resolution.

Ordinary resolution number 16
Authority to directors to give effect to all approved ordinary and special resolutions

“Resolved that, the board of directors of the Company (and any one or more directors or other person or persons as the board may designate from time to time) be and is hereby authorised to take all such steps and sign all such documents on behalf of the Company as may reasonably be required to give effect to and implement the special resolution numbered 15 and the ordinary resolutions numbered 1 to 14 set out in the notice of general meeting at which this resolution number 16 is proposed, if and to the extent that such resolutions are duly approved by the Company’s shareholders (and with any amendments thereto as may be approved by the Company’s shareholders).”

A majority of the votes cast, on the poll, by all shareholders present in person or represented by proxy at the annual general meeting will be required to approve the above ordinary resolutions numbered 1 to 14 and 16.