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MTN Zakhele (RF) Limited (Registration number 2010/004693/06)

(Incorporated in South Africa)

APPLICATION FORM (BLACK GROUPS)

[This is the Application Form to be completed by Black Groups that are not already MTN

Zakhele Shareholders or that have not successfully completed the OTC Trading Platform

Application Process and who want to apply to MTN Zakhele for approval to become an

Eligible Shareholder]

Instructions:

1) Fill in and complete this Application Form (this "Form") in CAPITAL LETTERS and black ink.

2) Specific meanings (definitions) have been given to some words and phrases in this Form. These words and phrases start with a capital letter. The only defined words that do not always have a capital letter are the words "you", "we" and "us". A list of defined words and phrases, and also the meanings we have given them, is contained in the document titled "MTN Zakhele Global Interpretation and Definitions List", which is available on the MTN Zakhele Shareholder Platform Website or can be requested from the Call Centre ("Definitions Schedule"). Sometimes the definitions of a word or phrase can also be found in the body of this Form (in the same way that we have defined this Application Form (Black Groups) as this "Form" in paragraph 1 above). The words and phrases that have been defined will have the same meaning wherever they are used in this Form.

3) You may only complete this Form if you are a Black Group.

4) If you make changes or corrections to the information that you fill or complete in this Form, you must put your full signature next to the changes and corrections.

5) When you give this Form to MTN Zakhele, you must also give the appropriate Supporting Documents listed below. The list of Supporting Documents that you must give MTN Zakhele, is at the end of this Form.

6) You can download and print this Form from the MTN Zakhele Shareholder Platform Website or you may call the Call Centre (during Call Centre Hours) and request that a copy be sent to you. You must complete this Form manually.

7) You must give this Form (properly completed and signed), together with the Supporting Documents, to MTN Zakhele by email or fax or post or delivered by hand. The email, fax, post and hand delivery details are:

Email: [email protected]

Fax: +27 86 249 1030

Postal address: MTN Zakhele Shareholder Services, PO Box 23462, Claremont, 7735

Hand delivery: 1st Floor, 200 On Main, 200 Main Road, Claremont, 7708, South Africa or 13th Floor Rennie House, 19 Ameshoff Street, Braamfontein,2001

8) Any Supporting Documents delivered by hand or by post must be originals or certified copies. Any Supporting Documents sent by email, fax or other electronic means must be certified copies.

9) Any Supporting Documents sent by fax or other electronic means, must be sent with a fax cover sheet which includes the information set out in Annexe A attached to this Form.

10) Copies can for example be certified at any South African Police Station.

11) If you have any questions regarding the contents of this Form, please contact the MTN Zakhele Shareholder Services.

mailto:[email protected]

MTN Zakhele (RF) Limited


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Applicants are advised to familiarise themselves with the following important documents which set out the terms and conditions which apply to the MTN Zakhele Shares:

i) the Prospectus, which summarises certain key terms and conditions of the issue of the MTN Zakhele Shares;

ii) the Relationship Agreement which regulates, amongst other things, the rights and obligations of MTN Zakhele, MTN and MTN Zakhele Shareholders; and

iii) the MTN Zakhele MOI.

Copies of the Definitions Schedule, the Prospectus, the Relationship Agreement and the MTN Zakhele MOI are available on the MTN Zakhele Shareholder Platform Website or can be requested from MTN Zakhele Shareholder Services.

APPLICANT DETAILS

Black Group category

Company Partnership Trust Close Corporation

Other unincorporated entity or association

Black Group name

Group Shareholder Number

Registration number

AUTHORISED REPRESENTATIVE DETAILS

Surname Signature

First names in full

Identity number Capacity

Residential address

Postal Code

Contact details Office phone number

Home phone number

Cell phone number

Fax number

Email address

BEE STATUS

Please specify (if applicable) the percentage involvement in the ownership by: (i) Black People; (ii) Black women

(if known) and (iii) Black new entrants (if known), using the "flow-through principle" according to the Codes to

determine the following percentages (www.thedti.gov.za):

% Economic interest % Exercisable voting rights

% Black ownership % %

% Black women ownership % %

% Members who are Black new entrants % %



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CONTACT DETAILS FOR APPLICANT

Cell phone number:

(Note: This must be the same number as the Authorised Representative cell phone number above.)

E-mail address:

Office phone number:

Fax number:

Postal address:

Postal code:

Physical address:

Postal code:

Please choose if messages we send you by SMS must also be sent to

your e-mail address (please tick (√) the correct box) Yes: No:

BANK ACCOUNT DETAILS FOR APPLICANT*

Name of bank account holder:

Name of South African bank:

Name of bank branch: Bank account number:

Bank branch code: Account type: Cheque** Savings**

NOTES:

* (i) This information is optional for the Application Process but may be required for the BEE

Verification Process in respect of the Facilitated Trading Process and the Limited Transfers Process

and (ii) we cannot accept banking details in the name of a third party.

** Please tick (√) one.

If you have provided your bank account details above, please also ensure that the bank verification section

below is completed.

BANK VERIFICATION We confirm that the above information about the abovementioned Applicant's account at this bank is correct. ________________________________________

Signed on behalf of bank THIS MUST BE COMPLETED BY YOUR BANK

BANK STAMP HERE



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Declaration and agreement:

To: MTN Zakhele

By signing this Form:

We, the Black Group identified as the Applicant in this Form, herein represented by the undersigned representative, confirm to MTN Zakhele that we have full Legal Capacity and are duly authorised to hereby apply to become an Eligible Shareholder.

We warrant to MTN Zakhele that we are a Black Group incorporated or formed in South Africa as defined in the Definitions Schedule and that all of the information provided by us in this Form (including all Supporting Documents) is true and correct in all respects.

We acknowledge to MTN Zakhele that we have been informed that various restrictions are imposed upon the Disposal and/or Encumbrance of MTN Zakhele Shares as set out in the Relationship Agreement and summarised in paragraph 10 of Part A of the Prospectus. We undertake to MTN Zakhele and MTN that, if MTN Zakhele Shares are transferred to us, we will comply with the terms of the MTN Zakhele MOI including all the restrictions contained in the MTN Zakhele MOI, and we confirm and agree in favour of MTN Zakhele and MTN that we are and will be bound by the provisions of the Relationship Agreement. 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.

We acknowledge that MTN Zakhele will rely on the truthfulness and completeness of the information provided and statements made by us when making its decision to accept this Form.

We hereby acknowledge that we have read the Relationship Agreement and agree and undertake that, with immediate effect from the date of acquisition of any MTN Zakhele Shares, we will be bound by all of the provisions of the Relationship Agreement and the MTN Zakhele MOI and all the terms thereof will be enforceable against us by the relevant parties to the Relationship Agreement as from such date of such acquisition.

We agree that MTN Zakhele is entitled to verify our details and that we are obliged to assist in such verification promptly when requested to do so.

We confirm that we have read and understand the Definitions Schedule.

Signature: Day Month Year

Name:

Capacity/office held:

Authorised Representative

If you are not signing as the Authorised Representative of the Applicant but in a different capacity, please state this different capacity below. If you do not state this different capacity below, we will treat this as you signing as the Authorised Representative.

Other capacity (if any):

___________________________

IMPORTANT: By signing this Form you confirm that the details contained in this Form are true and correct.

Once you have signed this Form, you will not be able to say later that the details that you put in this Form

were not true and correct when you gave us this Form. We may also have claims and rights against you

because of the details that you put in this Form.



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SUPPORTING DOCUMENTS:

All Black Groups are required to submit the following Supporting Documents and comply with the following

requirements:

1) A BEE Ownership Certificate (subject to the conditions below) or alternatively, BEE Ownership Documents. 2) A valid Authorising Resolution attached as Schedule 1 to this Form. 3) Proof of the Black Group's physical address, as set out below. 4) The green bar-coded South African identity document, the South African smart identity card or valid

passport showing the South African identity number of the Authorised Representative. 5) Proof of the physical address of the Authorised Representative as set out below. 6) If you have provided your bank account details above, provide details of the Black Group's transactional

bank account into which the Custody Entity (when using the Facilitated Trading Process) may pay purchase prices, dividends and any other payments.

7) If you have provided your bank account details above, obtain a stamp on this Form from the Black Group's bank verifying the transactional bank account details.

8) In addition to the above, different types of Black Groups will need to submit certified copies of the corresponding Supporting Documents listed below.

Entity type Required documents

Black Companies (Note: References to "CoR" refer to the documents as per the Companies Act whereas references to "CM" refer to documents as per the Companies Act 61 of 1973, which may still be applicable to Black Companies incorporated prior to 1 May 2010 (being the effective date of the Companies Act.)

Certificate of Confirmation issued by CIPC.

Registration certificate (CoR14.3) / Certificate of incorporation (CM1).

Amended registration certificate reflecting the change of name (CoR14.3) / Notice of amendment of Memorandum of Incorporation (CoR15.2) / Certificate of change of name of company (CM9).

Notice of change of registered office (CoR21) / Notice of registered office and postal address of company (CM22).

Notice of change of directors (CoR 39) / Contents of register of directors and officers (CM29).

Securities register.

A valid Authorising Resolution.

*For each individual shareholder who holds more than 25% of the voting rights of the Black Company: a certified copy of (i) the green bar-coded South African identity document or the South African smart identity card (if a South African national) or (ii) a valid passport (if a foreign national).

*For each company or close corporation shareholder who holds more than 25% of the voting rights of the Black Company: a certified copy of the Registration certificate (CoR14.3) / Certificate of incorporation (CM1) (if a company), Notice of change of registered office (CoR21) / Notice of registered office and postal address of company (CM22) (if a company), Founding statement (CK1) (if a closed corporation) and a utility bill, such as water, electricity or rates ("Utility Bill") to verify the trade name and physical address of such company or close corporation shareholder.

*For each other legal entity shareholder who holds more than 25% of the voting rights of the Black Company: a certified copy of the constitutional documents of such other legal entity shareholder.

*For each trust shareholder who holds more than 25% of the voting rights of the Black Company: a certified copy of the trust deed and the letters of authority issued by the Master of the High Court.

*Physical address and contact particulars for each shareholder who holds more than 25 % of the voting rights of the Black Company.

Trusts Trust deed or other founding document, as currently in force.

Letters of authority issued by the Master of the High Court in respect of the current trustees.

*Certfied copies of the identity documents for all the current trustees.



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Partnerships Partnership agreement, as currently in force.


Close corporations Founding statement and certificate of incorporation (CK1), as currently in force.

Amended founding statement (CK2), if applicable, as currently in force.


*For each individual shareholder who holds more than 25% of the voting rights of the Black Company: a certified copy of (i) the green bar-coded South African identity document or the South African smart identity card (if a South African national) or (ii) a valid passport (if a foreign national).

*For each company or close corporation shareholder who holds more than 25% of the voting rights of the Black Company: a certified copy of the Registration certificate (CoR14.3) / Certificate of incorporation (CM1) (if a company), Notice of change of registered office (CoR21) / Notice of registered office and postal address of company (CM22) (if a company), Founding statement (CK1) (if a close corporation) and a utility bill, such as water, electricity or rates ("Utility Bill") to verify the trade name and physical address of such company or close corporation shareholder.

*For each other legal entity shareholder who holds more than 25% of the voting rights of the Black Company: a certified copy of the constitutional documents of such other legal entity shareholder.

*For each trust shareholder who holds more than 25% of the voting rights of the investor company: a certified copy of the trust deed and the letters of authority issued by the Master of the High Court.

*Physical address and contact particulars for each shareholder who holds more than 25 % of the voting rights of the Black Company.

Black Entities such as Stokvels Constitutional documents, founding documents or other such documents, as currently in force.

Any rules or regulations governing the operation and management of the Black Entity.


Certified copies of the green bar-coded South African identity document or the South African smart identity card (if a South African national) or a valid passport (if a foreign national) of the representatives of the governing body (if any) of the Black Entity.

Proof of physical address in respect of the Black Group and the Authorised Representative

Provide the original or a certified copy of any one of the following documents reflecting the Black Group or the Authorised Representative's (as the case may be) name and physical address and unless otherwise stated, these documents must be less than three months old:

Utility Bill;

current signed lease or rental agreement reflecting the Black Group or the Authorised Representative as the tenant;

bank statement;

municipal rates and taxes invoice;

valid television licence document;

mortgage bond statement;

land-line or cellular telephone account;

official tax return/tax assessment (less than one year old);

correspondence from a body corporate or shareblock association reflecting the Black Group or the Authorised Representative as the owner/tenant/occupant;

payslip or salary advice; or

a letter from a tribal chief where the Black Group is situated or where the



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Authorised Representative live. If none of the above are applicable or available in respect of a Black Group, a copy of a letterhead of the Black Group showing its operating address.

Obtaining a BEE Ownership Certificate

An existing BEE Ownership Certificate may be submitted provided that:

it was obtained from a BEE Verification Agency;

it is not older than 12 months;

it contains the following information as defined in the Codes: o % voting rights of Black People; o % voting rights of Black women (if known); o % voting rights of Black new entrants (if known); o % economic interest of Black People; o % economic interest of Black women (if known); and o % economic interest of Black new entrants (if known);

It may also contain the following information as defined in the Codes:

% economic interest of black designated groups;

% economic interest of employee ownership schemes, broad-based ownership schemes and co-operatives; and

the net value for all Black People. The Black Group must also submit written confirmation, in the form of a written declaration signed by the relevant signatory/ies, that its ownership structure has not changed after obtaining the existing BEE Ownership Certificate and that the information recorded therein remains true and correct in all material respects.

NOTE:

* This information is optional for the Application Process but will be required for the BEE Verification

Process in respect of the Facilitated Trading Process and the Limited Transfers Process.



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Schedule 1

Authorising Resolution for Black Groups

Resolutions of the directors, trustees, partners or members of

______________________________ (_____________________________)

Black Group name Black Group registration number

(the "Black Group")

Resolutions (agreements):

The directors, trustees, members or partners ("we") have been given the required notice and have agreed on

("resolved") the following:

Purchasing, holding, selling and/or transferring MTN Zakhele Shares

We agree (resolve) that the Black Group be and is authorised to do all things and sign all documents in respect

of MTN Zakhele (RF) Limited ("MTN Zakhele") regarding the purchasing, holding, selling and/or transferring of,

or otherwise taking any action in relation to, ordinary shares in MTN Zakhele ("MTN Zakhele Shares"),

including but not limited to (and to the extent applicable):

applying to MTN Zakhele for confirmation that the Black Group is eligible to become a holder (owner) of

MTN Zakhele Shares, and to complete, sign and implement all forms, documents and agreements for

(and related to) such application process ("Application Process");

applying to MTN Zakhele to be verified to buy and/or sell and/or give/take transfer of MTN Zakhele

Shares, and to complete, sign and implement all forms, documents and agreements for (and related to)

such verification process ("BEE Verification Process");

the issuing of any instructions to MTN Zakhele and/or any of its service providers in respect of the "over-

the-counter" trading platform facilitated by MTN Zakhele (through various service providers) specifically

for the purposes of facilitating trading in MTN Zakhele Shares ("OTC Trading Platform"); and

otherwise engaging with, or issuing instructions to MTN Zakhele, any of its service providers and/or any

third parties rendering services to the Black Group, from time to time, in respect of the buying, holding,

selling and/or transferring of, or otherwise taking any action in relation to, MTN Zakhele Shares

(including, but not limited to any action in relation to any corporate action affecting the Black Group's

holding of MTN Zakhele Shares).



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Appointment of Authorised Representative

We appoint ______________________________________________(insert name)

with ID number ___________________________________________ (insert ID number)

as "Authorised Representative" of the Black Group.

We agree (resolve) that the Authorised Representative is allowed to do the following, for the Black Group:

do all such things and sign all such documents, necessary to give effect to or incidentally required for the

Application Process;

do all such things and sign all such documents, necessary to give effect to or incidentally required for the

BEE Verification Process;

issue any instructions to MTN Zakhele and/or any of its service providers in respect of the OTC Trading

Platform; and

otherwise engage with, or issue instructions to MTN Zakhele, any of its service providers and/or any third

parties rendering services to the Black Group, from time to time, in respect of the buying, holding, selling

and/or transferring of, or otherwise taking any action in relation to, MTN Zakhele Shares (including, but

not limited to any action in relation to any corporate action affecting the Black Group's holding of MTN

Zakhele Shares).

This is done and signed at ___________________ on the ____ day of _______________ 20_____

____________________________ __________________________

Full name Signature

____________________________

ID number

____________________________ __________________________

Full name Signature

____________________________

ID number

____________________________ __________________________

Full name Signature

____________________________

ID number



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____________________________ __________________________

Full name Signature

____________________________

ID number

____________________________ __________________________

Full name Signature

____________________________

ID number

____________________________ __________________________

Full name Signature

____________________________

ID number

Certification that the extract and signatures are true and accurate:

I certify (promise) that:

1) the above are the signatures of all the directors, trustees, partners or members of the Black Group needed to pass this resolution; and

2) the above is a true extract of the original resolution. _____________________________________

Name: _______________________________ Capacity:______________________________ (Company secretary; director; trustee; managing partner or authorised member) Date: ________________________________



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Annexe A

ELECTRONIC TRANSMISSION COVER SHEET

No. of pages (including this): Subject: Electronic document transmission

Identity number of sender (if applicable ):

Sender's Group Shareholder

number (if known):

Email address:

Cell phone number:

Office phone number:

Home phone number:

Fax number:

SENDER'S POSTAL ADDRESS SENDER'S PHYSICAL ADDRESS

POSTAL CODE: POSTAL CODE:

FOR THE ATTENTION OF MTN ZAKHELE SHAREHOLDER SERVICES

Signature

Day Month Year

THIS COVER SHEET MUST BE USED FOR ALL ELECTRONIC DOCUMENT TRANSMISSIONS

THIS COVER SHEET MAY BE FAXED TO: +27 86 249 1030

OR

E-MAILED TO: [email protected]

mailto:[email protected]


Global Interpretation and Definitions List

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1. Interpreting this Document

When reading and applying (interpreting) this Document, the following rules will apply:

1.1 Gender

Words in any particular gender include the other genders (male, female and neutral). Reference to a neutral

gender (for example "they" or "it") include all genders.

1.2 Singular and plural

Words in the singular include the plural and the other way around.

1.3 Different forms of the same word

Different grammatical forms of the same word have a corresponding (similar or matching) meaning. (For

example, "to apply", "applying" and "application").

1.4 Headings

Headings are aids to reading and understanding this Document. They are not terms or conditions

themselves. Headings do not limit or extend the meaning or application of this Document.

1.5 Boxes with bold writing

Where boxes with bold writing appear in this Document, they are only intended to bring your attention to

important parts and to explain the fact, nature and effect of those parts. These boxes with bold writing are

aids to understanding only and are not terms or conditions themselves. They do not limit the meaning or

application of this Document. If parts of this Document are discussed in the boxes, such discussion does not

apply only to the situations and facts given in the examples or situations described in the boxes, but may

apply to similar examples or situations.

1.6 Rights and remedies

There may be reference to the legal concepts of rights and remedies in this Document. Rights are interests

protected by law. Remedies are the ways available in law to enforce or protect rights or to get

compensation.

1.7 General words are not limited

1.7.1. The word "including" or "include" or "includes" must not be interpreted as limited to the list following the

word or excluding other items from a list following the word. The word:

1.7.1.1. "including" means "including but not limited to";

1.7.1.2. "include" means "include but is not limited to"; and

1.7.1.3. "includes" means "includes but is not limited to".

1.7.2. Where there is a list of specific things that belong together to describe a general word or phrase, the

general word or phrase can have other meanings and can include others. The general word or phrase must

not be interpreted to only apply to those specific things or things similar to them. For example, when we

say a person must comply with all laws, including the CP Act, we mean that they must comply with all laws

and not only the CP Act and not only similar laws or laws that cover the same topics.

1.8 Calculating days

Where any number of days is given, those days are counted to exclude the first day but include the last day.

1.9 Reference to laws

When there is reference to a law or to a section of a law, we mean that law or section of that law as

amended, repealed or replaced.

1.10 Loss or damages

We may refer to legal concepts called loss or damages in this Document. Here are some examples of the

type of loss or damages that you could suffer:

1.10.1. losing money;

1.10.2. the value of your MTN Zakhele Shares going down;

1.10.3. someone bringing a claim against you;

1.10.4. money you have to pay us or someone else as compensation;

1.10.5. you suffering harm; or

1.10.6. money being paid to the wrong person.

1.11 List of definitions

In this Document, the words and phrases below have the meaning set out next to them.



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TERM MEANING

Applicant a Black Person or Black Group, who does not already own MTN Zakhele Shares, and who applies to us to confirm whether such Black Person or Black Group is an Eligible Shareholder;

Application Form means:

for a Black Person, the form called the "Application Form (Black People)" that we require a Black Person to complete and sign as part of the Application Process;

for a Black Group, the form called the "Application Form (Black Groups)" that we require a Black Group to complete and sign as part of the Application Process;

Application Process the process that we require an Applicant to follow to apply for confirmation from the BEE Verification Agent that such Applicant is an Eligible Shareholder;

Asset Back Securities has the meaning given to this term in the JSE Listings Requirements;

Authorised Representative is the individual that we require a Black Group to authorise to act on its behalf when dealing with us;

Authorised User has the meaning given to this term in the FM Act from time to time;

Authorising Resolution a valid resolution substantially in the form of the standard resolution, called "Authorising resolution for Black Group", which is attached as Schedule 1 to the forms called "Application Form (Black Groups)", "Verification Form (Black Groups)" or "Change of Details Form (Black Groups)", respectively;

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;

BBBEE 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;

BEE black economic empowerment;

BEE Legislation each and all of (i) the BBBEE Act, (ii) any codes of good practice and/or any transformation charters issued under sections 9 and/or 12 of the BBBEE Act applicable to the MTN SA Group, (iii) any communications sector legislation (including the EC Act) 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, 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 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 the listing of the MTN Zakhele Shares as Asset Backed Securities (being specialist securities under the JSE Listings Requirements) on the BEE Segment of the main board of the exchange operated by the JSE, with effect from the BEE Listing Date. Such listed MTN Zakhele Shares will be listed as BEE Securities;

BEE Listing Date the date on which the BEE Listing happens;

BEE Listing Period the period starting on the BEE Listing Date and ending on the earlier of:

at 23:59:59 of the last day of the Empowerment Compliance Period; or

the date on which the BEE Listing terminates for any reason;

BEE Ownership Certificate a BEE ownership certificate based on a Black Group's current shareholding, issued within the previous 12 months by a BEE Rating Agency;

BEE Ownership Document in relation to a Black Group, means a declaration of its BEE Status, which declaration must be dated and signed by the Authorised Representative and must be accompanied by:

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 (and, if different, voting) interest held). Indirect interests held by Black People require a detailed organogram; and

the green bar-coded South African Identity Document or card issued by the South African Department of Home Affairs or valid passport showing the South African identity number of all of the Black People who, both directly or indirectly, hold an Effective Interest in the Black Group,

(the BEE Status Declaration Form (Black Groups) may be used for this purpose);

BEE Rating Agency a BEE rating agency that has applied for and been granted accreditation from the South



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African National Accreditation System or such other agency acceptable to MTN in its sole discretion;

BEE Scheme Documents the Relationship Agreement and the MTN Zakhele MOI;

BEE Securities has the meaning given to this term in the JSE Listings Requirements from time to time;

BEE Segment has the meaning given to this term in the JSE Listings Requirements from time to time;

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;

BEE Verification the verification of an Eligible Shareholder by the BEE Verification Agent to confirm, amongst others, that the Eligible Shareholder has:

submitted all applicable Supporting Documents to us;

accepted the applicable Verification Terms and Conditions; and signed all documents and contracts, and satisfied or fulfilled any additional steps, required in terms of the applicable Verification Terms and Conditions, and "BEE Verified" has a similar meaning;

BEE Verification Agent during the BEE Listing Period, a person appointed from time to time by MTN and/or MTN Zakhele (with the consent of MTN) to fulfil the functions assigned to it under the Relationship Agreement in respect of performing BEE Verification, initially being VT and who will also act as our agent in relation to the Application Process. The BEE Verification Agent will act on our behalf in performing such functions;

BEE Verification Process the process that we require an Eligible Shareholder to follow to apply for confirmation from the BEE Verification Agent that such Eligible Shareholder is a Verified Shareholder;

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. A reference to company in this definition includes a close corporation;

Black Entity (i) a vesting trust, (ii) a broad based ownership scheme, and (iii) an 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 all being held by a majority of Black People;

Black Groups or Groups a Black Company or a Black Entity;

Black Majority Controlled Company

a "BEE controlled company" (or comparable term) as defined from time to time under the BEE Legislation, which definition as at 12 July 2010 is summarised as follows for convenience, and should not be construed as an interpretation of the Codes:

in relation to any company, means a company incorporated in accordance with the laws of South Africa and having a shareholding in which one or more Black People controls or control, on an effective flow-through basis (as such term is contemplated in the Codes, and which, for the avoidance of doubt, excludes measurement utilising the modified flow-through principle), in excess of 50% of all exercisable voting rights in relation to the ordinary shares and/or other equity interests of such company, exercisable by members in general meeting or otherwise; 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 "BEE owned company" (or comparable term) as defined from time to time under the BEE Legislation, which definition as at 12 July 2010 is summarised as follows for convenience, and should not be construed as an interpretation of the Codes: in relation to any company, means a company incorporated in accordance with the laws of South Africa and having a shareholding in which one or more Black People:

beneficially owns or own, on an effective, flow-through basis (as such term is contemplated in the Codes, and which, for the avoidance of doubt, excludes measurement utilising the modified flow-through principle), in excess of 50% of the



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ordinary shares and/or other equity interests of such company; and

is or are entitled to, on an effective, flow-through basis (as such term is contemplated in the Codes, and which, for the avoidance of doubt, excludes measurement utilising the modified flow-through principle) in excess of 50% of all economic interest in relation to such ordinary shares and/or other equity interests of such company,

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 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 12 July 2010 (by way of summary and without in any way being construed as an interpretation of the Codes), Black People were defined under the BBBEE Act read with Schedule 1 of the Codes, as being African, Coloured (including Chinese) and Indian persons who are natural persons and who:

are citizens of South Africa by birth or descent; or

are citizens of South Africa by naturalisation before the commencement date of the Constitution of the Republic of South Africa, Act 200 of 1993 (Interim Constitution); or

became citizens of South Africa after the commencement date of the Interim Constitution, but who, but for the apartheid policy that had been in place prior to that date, would have been entitled to acquire citizenship by naturalisation prior to that date,

and "Black" shall have a similar meaning when used as an adjective;

BSTC MTN or such committees or third parties or third party agents as MTN may nominate to consider whether an Applicant is an Eligible Shareholder and approve or decline any proposed transfer of MTN Zakhele Shares (if for any reason, and for so long as, the BSTC is not or ceases to be constituted, the rights and obligations of the BSTC shall be fulfilled by MTN Zakhele);

Business Day all of the days of the week, but not including Saturday, Sunday or official public holidays in South Africa;

Business Hours the hours from 09:00 to 17:00 on a Business Day;

Calendar Day any day of the week, including Saturdays and Sundays and South African public holidays;

Call Centre the Call Centre established and operated by the BEE Verification Agent to provide Application Process and BEE Verification Process services (and respond to related queries) or attend to general queries relating to MTN Zakhele, which can be contacted at the phone number: 083 123 6869;

Call Centre Agent the person that helps you when you phone the Call Centre;

Call Centre Hours the time from 9am to 5pm on a Business Day, or any extended time period that we decide;

Change of Details Form means:

for a Black Person, the form called the "Change of Details Form (Black People)" that we require a Black Person to sign as part of the Change of Details Process; and

for a Black Group, the form called the "Change of Details Form (Black Groups)" that we require a Black Group to sign as part of the Change of Details Process;

Change of Details Process the process that you must follow to change, correct, complete or update the information that we have for you. This process should be followed when your details change, regardless of whether you are an MTN Zakhele Shareholder, an Applicant, an Eligible Shareholder or a Verified Shareholder (as the case may be). More details on the Change of Details Process may be set out in this Document;

CIPC the Companies and Intellectual Property Commission;

Codes the Codes of Good Practice on Broad Based Black Economic Empowerment issued by the Minister of Trade and Industry in terms of Section 9 of the BBBEE Act from time to time;

Companies Act the Companies Act, No. 71 of 2008, as amended;

CP Act the Consumer Protection Act, No. 68 of 2008, as amended;

CSDP a central securities depository participant, accepted as a participant in terms of the FM Act;

Custodian a person appointed from time to time by MTN and/or MTN Zakhele, as directed by MTN, to fulfil the functions assigned to it under the Relationship Agreement, currently being Link Market Services;

Custody Entity or Issuer the person designated by MTN Zakhele from time to time to act in such capacity, the Custody



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Nominated Participant Entity currently being Link Investor Services, acting through its nominee, Pacific Custodians (Nominees) (RF) Proprietary Limited, registration number 2014/113298/07, a private company incorporated in South Africa, being a wholly-owned subsidiary of Link Investor Services;

Custody Entity Mandate the contract entered into between you and the Custody Entity, in terms of which you become a client of the Custody Entity for the purposes of receiving custody and settlement services through the Transaction Platform;

Dispose sell, alienate, donate, exchange, distribute, transfer or in any manner whatsoever dispose of, whether voluntarily or involuntarily, or enter into any arrangement or transaction whatsoever which may have the same or a similar effect as any of the aforementioned sale, alienation, donation, exchange, distribution, transfer or disposal (including but not limited to any transaction, or series of arrangements or transactions, or the cession of any rights or the granting of any option or any similar transaction/s which would have the same economic effect), or realise any value in respect of, and “Sale”, “Disposal” and “Sold” shall be construed accordingly;

Document or this Document the document to which this Global Interpretation and Definitions List is attached (if applicable) or which references this Global Interpretation and Definitions List, and which must accordingly be read in conjunction with it;

EC Act the Electronic Communications Act, 36 of 2005, as amended;

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

Eligible Shareholder means (a) any Black Person or Black Group who is accepted to become an MTN Zakhele Shareholder (i) in MTN's (or its nominee, delegatee or agent) sole discretion, such acceptance to be recorded in writing or (ii) pursuant to any decision made by the BSTC (or its nominee, delegatee or agent) in accordance with the Relationship Agreement (unless MTN determines otherwise on written notice to the BSTC in respect of such decision), such acceptance by the BSTC to be recorded in writing, (and in the case of either (i) or (ii), including through the Application Process) and (b) such other persons as are permitted from time to time (and for the period so permitted) under the Relationship Agreement to hold MTN Zakhele Shares;

Empowerment Compliance Period

a period of six years which started on 24 November 2010 and ends at 23:59:59 on 24 November 2016;

Encumbrance in relation to any property, includes any pledge, security cession, charge, hypothecation, lien, subordination, mortgage, option over, right of retention or any other encumbrance whatsoever, or any form of hedging or similar derivative instrument of any nature whatsoever of or over or in respect of that property or class of property (or any part or proceeds thereof), or any lending of that property, and the words “Encumber”, “Encumbered” and “Encumbering” shall have corresponding meanings;

Facilitated Trading Process the process of purchasing, holding and/or transferring MTN Zakhele Shares from time to time through the Transaction Platform, in terms of which a Verified Shareholder signs the Trading Entity Mandate (as a result of which the Trading Entity will provide Trading services to you) and the Custody Entity Mandate (as a result of which the Custody Entity will act as the registered holder of your MTN Zakhele Shares and provide custody and settlement services to you);

Facilitated Trading Process Verification Terms and Conditions

the terms, conditions, restrictions and limitations applicable to you should you choose to purchase, hold and/or transfer any MTN Zakhele Shares in terms of the Facilitated Trading Process. These terms and conditions are set out in the document titled "MTN Zakhele (RF) Limited: Facilitated Trading Process Verification Requirements, Terms and Conditions" which may be obtained from the MTN Zakhele Shareholder Platform Website or by phoning the Call Centre;

FM Act the Financial Markets Act, 19 of 2012, as amended;

Group Shareholder Number the unique number we give to you if you are a Black Group that is a Verified Shareholder;

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, 13 of 2000, as amended;

Important Disclosure Document

a document which sets out important disclosures which we are required to make to you in terms of section 49 of the CP Act and which you should pay careful attention to, as this may affect your rights and duties;

Independent Trading Process the process of purchasing, holding and/or transferring MTN Zakhele Shares from time to time in accordance with the MTN Zakhele BEE Contract;



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Independent Trading Process Verification Terms and Conditions

the terms, conditions, restrictions and limitations applicable to you should you choose to purchase, hold and/or transfer any MTN Zakhele Shares in terms of the Independent Trading Process. These terms and conditions are set out in the document titled "MTN Zakhele (RF) Limited: Independent Trading Process Verification Requirements, Terms and Conditions" which may be obtained from the MTN Zakhele Shareholder Platform Website or by phoning the Call Centre;

JSE as the context requires, either JSE Limited, registration number 2005/022939/06, a public company incorporated in South Africa and licensed to operate an exchange under the FM Act, or the securities exchange operated by that company;

JSE Member a member of the JSE;

JSE Listings Requirements the Listings Requirements of the JSE as amended from time to time;

Legal Capacity the right and ability to enter into valid agreements, considering things like age, marriage status, mental status and financial status;

Licence any licence or other form of regulatory right or permission issued or granted by or under any Authority, including telecommunications licenses issued pursuant to the EC Act;

Limited Transfers Process the process of purchasing and/or transferring MTN Zakhele Shares by a Verified Shareholder pursuant to an Off-Market Transfer, as contemplated in the MTN Zakhele Limited Transfers Verification Terms and Conditions;

Limited Transfers Process Verification Terms and Conditions

the terms, conditions, restrictions and limitations applicable to you should you choose to purchase, hold and/or transfer any MTN Zakhele Shares in terms of the Limited Transfers Process. These terms and conditions are set out in the document titled "MTN Zakhele (RF) Limited: Limited Transfers Process Verification Requirements, Terms and Conditions" which may be obtained from the MTN Zakhele Shareholder Platform Website or by phoning the Call Centre;

Link Investor Services Link Investor Services Proprietary Limited, registration number 2011/001308/07, a private company incorporated in South Africa;

Link Market Services Link Market Services South Africa Proprietary Limited, registration number 2000/007239/07, a private company incorporated in South Africa;

Minor a Black Person who is younger than 18 years old;

MTN MTN Group Limited, registration number 1994/009584/06, a public company incorporated in South Africa, whose ordinary shares are listed on the JSE;

MTN Holdings Mobile Telephone Networks Proprietary Limited, registration number 1993/001411/07, a private company incorporated in South Africa;

MTN SA Group each and all of (i) Mobile Telephone Networks Proprietary Limited, MTN Service Provider Proprietary Limited and MTN Business Solutions Proprietary Limited and each of its and their South African subsidiaries from time to time and (ii) any other South African operating subsidiary of any of MTN, Mobile Telephone Networks Holdings Proprietary Limited and/or MTN International Proprietary Limited designated in writing by MTN to MTN Zakhele from time to time;

MTN Zakhele or we or us MTN Zakhele (RF) Limited, registration number 2010/004693/06, a company incorporated in South Africa;

MTN Zakhele BEE Contract the contract referred to in the Independent Trading Process Verification Terms and Conditions which you are required to enter into with MTN, MTN Holdings and each Relevant Market Participant should you choose to hold, purchase and/or transfer MTN Zakhele Shares in accordance with the Independent Trading Process;

MTN Zakhele MOI the memorandum of incorporation of MTN Zakhele, as amended from time to time;

MTN Zakhele Shareholder or Shareholder

means: subject to the next bullet, during the Empowerment Compliance Period, any person who is the registered holder of MTN Zakhele Shares; and during the BEE Listing Period, any person who is the beneficial holder of MTN Zakhele Shares;

MTN Zakhele Shareholder Platform Website

the website established by us for the operation of the MTN Zakhele Shareholder Platform and accessible at: www.mtnz.co.za;

MTN Zakhele Shareholder Services

the service for MTN Zakhele Shareholders established by MTN Zakhele and operated by the BEE Verification Agent, to provide assistance to MTN Zakhele Shareholders for the Application Process and the BEE Verification Process (and respond to related queries) or attend to general queries relating to MTN Zakhele and can be contacted as follows: Phone: 083 123 6869 Fax: +27 86 249 1030



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Email: [email protected] Physical address: 1st Floor, 200 On Main, Main Road, Claremont, 7708, South Africa Postal address: MTN Zakhele Shareholder Services, PO Box 23462, Claremont, 7708 Website: www.mtnz.co.za;

MTN Zakhele Shares or Shares ordinary shares in MTN Zakhele;

Off-Market Transfer any sale, purchase or other transfer of MTN Zakhele Shares not reported through an Authorised User;

Order an Order to Buy or an Order to Sell;

Order to Buy an offer made through the Trading Section of the Transaction Platform to buy MTN Zakhele Shares;

Order to Sell an offer made through the Trading Section of the Transaction Platform to sell MTN Zakhele Shares;

OTP a one-time pin that is sent by us to your, your parent or guardian's (if you are a Minor) or your Authorised Representative's (if you are a Black Group) cell number;

OTC Trading Platform the "over-the-counter" trading platform facilitated by MTN Zakhele (through various service providers) specifically for the purposes of facilitating trading in the MTN Zakhele Shares during the period which started on 25 November 2013 and ended on the date announced or to be announced by MTN Zakhele;

OTC Trading Platform Application Process

the process which we required Black People and Black Groups to follow in order to confirm their status as an MTN Zakhele Shareholder during the operation of the OTC Trading Platform;

Password the password you choose for using the Transaction Platform or, if you are a Black Group, the password that your Authorised Representative chooses for you;

Personal Information information about you, your parent or guardian (if you are a Minor), your Authorised Representative, your contact person and members of your Black Group. Personal information includes information about:

identity, name, birth date and gender;

BEE Status;

ID number or registration number;

bank account details;

financial affairs and business affairs;

dealings in MTN Zakhele Shares;

physical address, postal address, email address, phone number and other contact details;

country of citizenship;

children;

dependents and family members;

answers to security questions; and

the way you or your Authorised Representative use the Transaction Platform;

Privacy Policy as applicable, the privacy policy recorded in each of the Facilitated Trading Process Verification Terms and Conditions, the Independent Trading Process Verification Terms and Conditions and the Limited Transfers Process Verification Terms and Conditions;

Prospectus the MTN Zakhele prospectus issued on 30 August 2010 in terms of which members of the Black People and Black Groups were invited to subscribe for MTN Zakhele Shares;

Registration Process with regards to the Facilitated Trading Process, the process which you undertake in accordance with the provisions of the Trading Entity Mandate to register to use the Transaction Platform, and "Register" will have a similar meaning;

Relationship Agreement the agreement entitled "Amended and Restated Relationship Agreement" concluded between MTN Zakhele and MTN on 29 September 2015 and to which each MTN Zakhele Shareholder is or becomes a party, which agreement regulates, amongst others, the rights and obligations of these parties relating to the holding of MTN shares by MTN Zakhele and the holding of MTN Zakhele Shares by the MTN Zakhele Shareholders;

Relevant Market Participant a JSE Member, registered holder, CSDP and/or relevant intermediary, as the context may require, that is required to enter into the MTN Zakhele BEE Contract with you;

Securities Register the record of MTN Zakhele Shareholders and the details that apply to their shareholding, which is maintained by Strate in respect of uncertificated MTN Zakhele Shares and by the Transfer Secretaries as regards certificated MTN Zakhele Shares;

South Africa the Republic of South Africa;

Stokvel associations of two or more members who contribute funds to the association on a regular basis, the funds of which are paid, in whole or in part, to its members in accordance with its

http://www.mtnz.co.za/



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rules, whether on a rotational basis or upon the occurrence of an event or otherwise;

Strate an electronic settlement environment for transactions to be settled and transfer of ownership to be recorded electronically, managed by Strate Proprietary Limited, registration number 1998/022242/07, a private company incorporated in South Africa;

Supporting Documents in relation to the Application Process, the BEE Verification Process and the Change of Details Process, all documents which you are required to provide to us in respect of such Process. Please refer to the relevant Application Form, Verification Form or Change of Details Form for further details of such supporting documents;

Trade with regards to the Facilitated Trading Process, the placing of Orders and the sale and purchase of MTN Zakhele Shares on the JSE through the Transaction Platform, and "Trade" and "Trading" have similar meanings;

Trading Entity the person designated by MTN Zakhele from time to time to act in such capacity, the Trading Entity currently being VT;

Trading Entity Mandate with regards to the Facilitated Trading Process, the contract (call the "Client Agreement") entered into between you and the Trading Entity, in terms of which you become a client of the Trading Entity for the purposes of receiving Trading services through the Transaction Platform. This Client Agreement is made up of the documents referred to as the Trading Entity's:

registration form;

terms and conditions;

privacy policy;

risk disclosure statement; and

intermediary disclosure statement;

Trading Section of the Transaction Platform

that section of the Transaction Platform owned and operated by the Trading Entity for the purposes of processing Orders in respect of MTN Zakhele Shares through either the Transaction Platform Website or the Call Centre (as applicable);

Transaction Platform with regards to the Facilitated Trading Process, the platform established by the Trading Entity and the Custody Entity through which they render Trading services and custody and settlement services respectively to Verified Shareholders, which is made up of the Transaction Platform Website and the Call Centre;

Transaction Platform Account with regards to the Facilitated Trading Process, the record that the Custody Entity keeps of money received from and paid to you and of your activities and transactions on the Transaction Platform;

Transaction Platform Website the online part of the Transaction Platform which is accessible on the internet at: mtnz.tradedesk.co.za;

Transfer Secretaries the organisation appointed by us to attend to attend to certificated MTN Zakhele Shares and to maintain and report to us on the Securities Register, being Link Market Services;

Verification Form means: for a Black Person, the form called the "Verification Form (Black People)" that we require a Black Person to complete and sign as part of the BEE Verification Process in respect of the Independent Trading Process and the Limited Transfers Process; and for a Black Group, the form called the "Verification Form (Black Groups)" that we require a Black Group to complete and sign as part of the BEE Verification Process;

Verification Terms and Conditions

as applicable, the Facilitated Trading Process Verification Terms and Conditions, the Independent Trading Process Verification Terms and Conditions and the Limited Transfers Process Verification Terms and Conditions;

Verified Shareholder during the BEE Listing Period, any Eligible Shareholder which we (or our nominee, delegatee or agent (such as the BEE Verification Agent)) has notified has successfully completed BEE Verification, and whose BEE Verification status has not expired or been withdrawn in accordance with the applicable Verification Terms and Conditions or the Relationship Agreement;

VT Velocity Trade Financial Services Proprietary Limited, registration number 2010/010415/07, a private company incorporated in South Africa;

you or your or yourself you, being a Black Person or Black Group depending on the context, may be an MTN Zakhele Shareholder, an Applicant, an Eligible Shareholder or a Verified Shareholder. For Minors, this also includes the Minor or the parent or guardian, except when the situation requires or suggests that we are only referring to the Minor and not also to the parent or guardian.