Explanatory notes to resolutions proposed at the sixteenth annual general meeting of the Company

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Re-election of directors retiring by rotation at the annual general meeting – ordinary resolutions numbers 1 to 5

The reason for the proposed ordinary resolutions numbers 1 to 5 is to elect, in accordance with article 84 of the memorandum of incorporation of the Company and by way of a series of votes, each of which is on the candidacy of a single individual to fill a single vacancy, as required under section 68(2) of the Companies Act, AT Mikati, JHN Strydom, MJN Njeke and KP Kalyan, as directors of the Company, them having retired by rotation in terms of the Company’s memorandum of incorporation and being eligible for re-election. Biographical details of the retiring directors offering themselves for re-election are set out on pages 20 to 23.

Election of the audit committee – ordinary resolutions numbers 6 to 10

In terms of the Companies Act, the audit committee is no longer a committee of the board but a committee elected by the shareholders at each annual general meeting.

In terms of the Companies Regulations, at least one-third of the members of the Company’s audit committee at any particular time must have academic qualifications, or experience, in economics, law, corporate governance, finance, accounting, commerce, industry, public affairs or human resource management.

Mindful of the aforegoing, the nomination, remuneration, human resources and corporate governance committee recommended to the board that the current members of the audit committee continue in such role to fulfil the duties prescribed in section 94(7) of the Companies Act, and the board has approved such recommendations, subject to the elections being made by the shareholders, as proposed in ordinary resolutions numbers 6 to 10.

Approval of reappointment of joint external auditors – ordinary resolution number 11

In compliance with section 90 of the Companies Act, PricewaterhouseCoopers Inc. and SizweNtsaluba vsp are proposed to be reappointed as joint auditors for the financial year ending 31 December 2011 and until the conclusion of the next annual general meeting.

Authorising the directors to deal, as they in their discretion think fit, with the unissued ordinary shares, limited to 10% of shares in issue as at 31 December 2010, excluding shares reserved for the Company’s share or other employee incentive schemes – ordinary resolution number 12

In terms of article 7 of the Company’s memorandum of incorporation, read with the JSE Listings Requirements, the members of the Company may authorise the directors to, inter alia, issue any unissued ordinary shares and/or grant options over them, as the directors in their discretion think fit.

The existing authority granted by the shareholders at the previous annual general meeting on 15 July 2010, is proposed to be renewed at this annual general meeting. The authority will be subject to the Companies Act and the JSE Listings Requirements respectively. The aggregate number of ordinary shares able to be allotted and issued in terms of this resolution, other than in terms of the Company’s share or other employee incentive schemes shall be limited to 10% of the number of ordinary shares in issue as at 31 December 2010.

The directors have decided to seek annual renewal of this authority in accordance with best practice. The directors have no current plans to make use of this authority, but wish to ensure, by having it in place, that the Company has the necessary flexibility in managing the Group’s capital resources and to enable the Company to take advantage of any business opportunity that may arise in the future.

Approval of remuneration philosophy (policy) – ordinary resolution number 13

In terms of King III recommendations, every year, the Company’s remuneration policy should be tabled for a non-binding advisory vote at the annual general meeting. The essence of this vote is to enable the shareholders to express their views on the remuneration policies adopted in the remuneration of executive directors and on their implementation.

Accordingly, the shareholders are requested to endorse the Company’s remuneration policy as recommended by King III.

Remuneration payable to non-executive directors – special resolution number 1

In terms of paragraphs 15.1 and 15.2, read with paragraph 15.5, of the board charter, the board will determine the level of remuneration paid to members within any limitations imposed by shareholders. Levels and make-up of remuneration should be sufficient to attract and retain the right calibre of members needed to run the Company successfully, but the Company should avoid paying more than is necessary for this purpose. The board will review remuneration annually after taking independent advice and no director will be involved in deciding his own remuneration.

In terms of sections 66(8) and (9) of the Companies Act, which took effect on 1 May 2011, remuneration may only be paid to directors for their service as directors in accordance with a special resolution approved by the shareholders within the previous two years and if not prohibited in terms of a company’s memorandum of incorporation. In terms of article 73(b) of the Company’s memorandum of incorporation, directors shall be entitled to such remuneration as directors as may be determined by the Company in a general meeting by an ordinary resolution, save that any director holding office for less than a year shall only be entitled to such remuneration in proportion to the period during which he has held office during such year. Although the Company has been advised that, in terms of the transitional provisions of the Companies Act, article 73(b) of the memorandum of incorporation could possibly prevail in the interim in respect of this apparent conflict between such article and the Companies Act, the board of directors nonetheless wishes to comply with the provisions of the Companies Act and as such the resolution is proposed as a special resolution.

The last increase was approved on 15 July 2010. Full particulars of remuneration paid to non-executive directors for the financial year ended 31 December 2010 are set out on page 95 and the proposed revised fees to be effective from 1 July 2011, being tabled for approval are set out in special resolution number 1. The directors will receive the top-up payment in order to compensate them for the fact that their fees were not increased with effect from the commencement of the financial year ending 31 December 2011.

General authority for the Company and/or a subsidiary of the Company to repurchase or purchase, as the case may be, shares in the Company – special resolution number 2

The existing general authority for the Company and/or a subsidiary thereof to repurchase or purchase, as the case may be, shares in the Company, granted by shareholders at the previous annual general meeting on 15 July 2010, is due to expire at this annual general meeting, unless renewed.

The directors are of the opinion that it would be in the best interests of the Company to extend such general authority and thereby allow the Company or any subsidiary of the Company to be in a position to repurchase or purchase, as the case may be, the shares issued by the Company through the order book of the JSE, should the market conditions and price justify such action.

Repurchases or purchases, as the case may be, will be made only after careful consideration, where the directors believe that an increase in earnings per share will result and where repurchases or purchases, as the case may be, are, in the opinion of the directors, in the best interests of the Company and its shareholders.

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 a special resolution passed at any subsequent general meeting of the Company, provided that the general authority shall not be extended beyond

15 months from the date of passing the special resolution. The resolution is required to be passed, if voted on by poll, by not less than 75% of the total votes to which the shareholders present in person or by proxy at the meeting are entitled.

General authority for the Company to provide financial assistance to its subsidiaries and other related and inter-related companies and corporations and to directors, prescribed officers and other persons participating in share or other employee incentive schemes – special resolution number 3

Notwithstanding the title of section 45 of the Companies Act, being “Loans or other financial assistance to directors”, on a proper interpretation, the body of the section may also apply to financial assistance provided by a company to related or inter-related companies and corporations, including, inter alia, its subsidiaries, for any purpose.

Furthermore, section 44 of the Companies Act may also apply to the financial assistance so provided by a company to related or inter-related companies, in the event that the financial assistance is provided for the purpose of, or in connection with, the subscription of any option, or any securities, issued or to be issued by the Company or a related or inter-related company, or for the purchase of any securities of the Company or a related or inter-related company.

Both sections 44 and 45 of the Companies Act provide, inter alia, that the particular financial assistance must be provided only pursuant to a special resolution of the shareholders, adopted within the previous two years, which approved such assistance either for the specific recipient, or generally for a category of potential recipients, and the specific recipient falls within that category and the board of directors must be satisfied that –

MTN Group, when the need previously arose, had to provide loans to and guarantees loans or other obligations of subsidiaries and was not precluded from doing so in terms of its articles of association or in terms of the Companies Act, 61 of 1973, as amended. MTN Group would like the ability to provide financial assistance, if necessary, also in other circumstances, in accordance with section 45 of the Companies Act. Furthermore, it may be necessary or desirous for MTN Group to provide financial assistance to related or inter-related companies and corporations to subscribe for options or securities or purchase securities of MTN Group or another company related or inter-related to it. Under the Companies Act, MTN Group will however require the special resolution referred to above to be adopted. In the circumstances and in order to, inter alia, ensure that MTN Group’s subsidiaries and other related and inter-related companies and corporations have access to financing and/or financial backing from MTN Group (as opposed to banks), it is necessary to obtain the approval of shareholders, as set out in special resolution number 3.

Sections 44 and 45 contain exemptions in respect of employee share schemes that satisfy the requirements of section 97 of the Companies Act. To the extent that any of the Company’s or the Group’s share or other employee incentive schemes do not satisfy such requirements, financial assistance (as contemplated in sections 44 and 45) to be provided under such schemes will, inter alia, also require approval by special resolution. Accordingly, special resolution number 3 authorises financial assistance to any of MTN Group’s directors or prescribed officers (or any person related to any of them or to any company or corporation related or inter-related to them), or to any other person who is a participant in any of the Company’s share or other employee incentive schemes, in order to facilitate their participation in any such schemes that do not satisfy the requirements of section 97 of the Companies Act.

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