Unwind of MTN Zakhele Futhi (MTNZF) scheme

MTN Group Limited
(Incorporated in the Republic of South Africa)
Registration number 1994/009584/06
Share code: MTN
ISIN code: ZAE000042164
(MTN or MTN Group or the Company)

Unwind of MTN Zakhele Futhi (MTNZF) scheme

MTN shareholders (Shareholders) are referred to the Stock Exchange News Service
of the JSE Limited SENS announcements released by MTNZF on 12 June 2025
(MTNZF Pricing Announcement) and 11 June 2025 (MTNZF Launch Announcement),
and the "Joint Announcement Regarding the Extension of the 2016 MTN Broad-
Based Black Economic Empowerment Scheme Operated through MTNZF" (Scheme)
(Scheme Extension) released by MTN and MTNZF on 12 November 2024.

The MTNZF board of directors (MTNZF Board) has the discretion to realise value
during the three-year Scheme Extension period by either partially or fully unwinding
the Scheme and settling the (i) third-party preference share funding and (ii) the
notional vendor funding, provided by MTN (together, the Funding Obligations)
(together, the Unwind). While the Funding Obligations remain outstanding, MTNZF
requires the consent of the relevant funders, including MTN, to implement an Unwind
or any derivative transaction.

Shareholders are advised that the MTNZF board has determined that this is an
opportune time to fully Unwind the Scheme and settle its Funding Obligations. As a
result and having received the relevant funder and MTN consents, MTNZF has
announced an accelerated bookbuild offering (the Placement) of 23,768,040 MTN
ordinary shares held by MTNZF (the Placement Shares) and placed at a price of
R128.00 per share, representing a 2.8% discount to the prior day's closing price of
R131.74 per MTN ordinary share and a 2.8% premium to the 30-day volume-weighted
average price per MTN ordinary share of R124.49 as at market close on 11 June 2025.
The Placement Shares represent approximately 1.26% of the total issued ordinary
shares of MTN.

MTNZF intends to use the net proceeds of the Placement to settle its outstanding
preference share funding, pay or provide for any applicable taxes, cover Unwind
costs and distribute the balance of proceeds to the MTNZF ordinary shareholders at
the appropriate time. MTN, as an approximately 14.8% ordinary shareholder in
MTNZF, may therefore receive some of the proceeds from the Placement when
MTNZF distributes the balance of proceeds to the MTNZF ordinary shareholders.
MTN remains firmly committed to transformation and creation of shared value in the
markets we serve, and will continue the work to improve lives of South Africans.

Shareholders are advised that further detail regarding this Unwind transaction is
provided in the MTNZF Pricing Announcement and the MTNZF Pricing
Announcement, which are available on the MTNZF website at:
https://www.mtnzakhelefuthi.co.za/Home/share-price.


Fairland
13 June 2025

Lead sponsor
J.P. Morgan Equities (SA) Proprietary Limited

Joint sponsor
Tamela Holdings Proprietary Limited

Date: 13-06-2025 07:05:00
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