APPLICATION FORM (BLACK PEOPLE)

Transcription

1 MTN Zakhele (RF) Limited (Registration number 2010/004693/06) (Incorporated in South Africa) APPLICATION FORM (BLACK PEOPLE) [This is the Application Form to be completed by Black People 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 People) 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 Person. 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 the Supporting Documents that you must give MTN Zakhele, is at the end of this Form. 6) You may complete and submit this Form online on the MTN Zakhele Shareholder Platform Website, or you may download and print this Form and complete it manually, or you may call the Call Centre (during Call Centre Hours) and request that a copy be sent to you.. Although you may complete and submit this Form online on the MTN Zakhele Shareholder Platform Website, you must submit the Supporting Documents to MTN Zakhele by , fax, post or delivered by hand as per the details provided in paragraph 7. 7) When you complete this Form manually, you must give this Form (properly completed and signed), together with the Supporting Documents (whether you complete this Form online or manually), to MTN Zakhele by or fax or post or delivered by hand. The , fax, post and hand delivery details are: support@mtnz.co.za Fax: Postal address: MTN Zakhele Shareholder Services, PO Box 23462, Claremont, 7735 Hand delivery: 1 st 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 , 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. 1

2 MTN Zakhele (RF) Limited APPLICATION FORM (BLACK PEOPLE) 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 Full names of Applicant: Title: Mr Mrs Miss Dr Rev Gender: Male Female Identity number of Applicant: CONTACT DETAILS FOR APPLICANT address: Cell phone number: Office phone number: Home phone number: Fax number: Postal address: Postal code: Residential address: Postal code: Please choose if messages we send you by SMS must also be sent to your address (please tick ( ) the correct box) Yes: No: DETAILS OF PARENT/GUARDIAN IF APPLICANT IS A MINOR OR IF THE PERSON SIGNING THIS FORM IS SIGNING IN A REPRESENTATIVE CAPACITY Capacity: Birth parent of minor Legal guardian Other (Please specify below) Title: Mr Mrs Miss Prof Dr Rev Full names: Identity number: 2

3 MTN Zakhele (RF) Limited APPLICATION FORM (BLACK PEOPLE) address: Cell phone number: Office phone number: Home phone number: Fax number: Residential address: Postal code: Postal address: Postal code: 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 I confirm that the above information about the abovementioned Applicant's account at this bank is correct BANK STAMP HERE Signed on behalf of bank THIS MUST BE COMPLETED BY YOUR BANK 3

4 MTN Zakhele (RF) Limited APPLICATION FORM (BLACK PEOPLE) Declaration and agreement: To: MTN Zakhele By signing this Form: I, the undersigned and the person identified as the Applicant in this Form (or the person signing this Form in a representative capacity), confirm to MTN Zakhele that I have full Legal Capacity and that I am duly authorised to contract and, having read and understood the Prospectus, hereby apply to become an Eligible Shareholder. I warrant to MTN Zakhele that I am a Black Person as defined in the Definitions Schedule and that all of the information provided by me in this Form (including all Supporting Documents) is true and correct in all respects. I acknowledge to MTN Zakhele that I 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. I undertake to MTN Zakhele and MTN that, if MTN Zakhele Shares are transferred to me, I will comply with the terms of the MTN Zakhele MOI including all the restrictions contained in the MTN Zakhele MOI, and I confirm and agree in favour of MTN Zakhele and MTN that I am and will be bound by the provisions of the Relationship Agreement. I understand that if I contravene these restrictions and/or breach the terms of the Relationship Agreement I may have action taken against me which may result in me losing any benefit which I would otherwise have had in my investment in MTN Zakhele. I acknowledge that MTN Zakhele will rely on the truthfulness and completeness of the information provided and statements made by me when making its decision to accept this Form. I hereby acknowledge that I have read the Relationship Agreement and agree and undertake that, with immediate effect from the date of acquisition of any MTN Zakhele Shares, I 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 me by the relevant parties to the Relationship Agreement as from such date of such acquisition. I agree that MTN Zakhele is entitled to verify my details and that I am obliged to assist in such verification promptly when requested to do so. I confirm that I have read and understand the Definitions Schedule. Signature: Day Month Year Name: Capacity: If you are signing this Form on behalf of an Applicant, please indicate which capacity, for example, a legal guardian or parent of a Minor or in any other representative capacity identified in the Supporting Documents section below IMPORTANT: (insert capacity) 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. By signing this Form in a representative capacity, you provide the warranties and undertakings and acknowledgements set out in this Form. You also conclude the Relationship Agreement on behalf of the Applicant and you confirm that you have read and understand the Definitions Schedule on behalf of the Black Person. 4

5 MTN Zakhele (RF) Limited APPLICATION FORM (BLACK PEOPLE) SUPPORTING DOCUMENTS A. THE APPLICANT MUST PROVIDE THE FOLLOWING SUPPORTING DOCUMENTS: Identity document: Provide a certified copy of any one of the following documents: the green bar-coded South African identity document; the South African smart identity card; or a valid passport reflecting the Applicant's South African identity number. Affidavit: Bank account details: (only to the extent that you have provided your bank account details above) Proof of residential address: An affidavit attached as Schedule 1 to this Form, signed by a Black Person confirming he/she is a Black Person (or signed by a parent or guardian of the Applicant, confirming that the Applicant is a Black Person). Provide details of the Applicant's active transactional bank account into which the Custody Entity (when using the MTN Zakhele Facilitated Trading Process) may pay purchase prices, dividends and any other payments. Obtain a stamp on the Form from the Applicant's bank verifying the transactional bank account details. Provide a certified copy of any one of the following documents reflecting the Applicant's name and residential address and unless otherwise stated, these documents must be less than three months old: utility bill, such as water, electricity or rates ("Utility Bill"); current signed lease or rental agreement reflecting that you are 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 you as the owner/tenant/occupant; payslip or salary advice; or a letter from a tribal chief where you live. If the Applicant is a Minor and the proof of residential address is in the name of the parent or guardian, the parent or guardian must provide a declaration stating that the Minor is residing at the relevant address. B. IF YOU ARE SIGNING THIS FORM IN A REPRESENTATIVE CAPACITY, YOU MUST ALSO PROVIDE THE FOLLOWING SUPPORTING DOCUMENTS: Power of attorney: To sign under a power of attorney, you must provide: the power of attorney together with a certified copy of the Applicant's green bar-coded South African identity document, South African smart identity card or a valid passport reflecting the Applicant's South African identity number; a certified copy of your (the representative's) South African identity document, South African smart identity card or a valid passport reflecting your (the representative's) South African identity number; and a certified copy your (the representative's) Utility Bill; where the representative is an attorney or an institution, the representative's letterhead in order to verify the representative's physical address. Alternatively a Utility Bill reflecting your (the representative's) name and residential address which is less than three months old. Minors: Minors must be assisted by their parents or guardians. Minors must 5

6 MTN Zakhele (RF) Limited APPLICATION FORM (BLACK PEOPLE) submit their green bar-coded South African identity document, their South African smart identity card, a valid passport reflecting the Minor's South African identity number or their birth certificate (provided that the Minor s South African identity number is printed on the birth certificate). The parent or guardian must also submit their green bar-coded South African identity document, South African smart identity card or valid passport reflecting their South African identity number. In the case of a legal guardian a certified copy of the Letters of Guardianship. 6

7 MTN Zakhele (RF) Limited APPLICATION FORM (BLACK PEOPLE) Schedule 1 AFFIDAVIT (BLACK PERSON) by Black Person (or parent or guardian of a minor which is a Black Person) confirming that he/she is a Black Person I, the undersigned: Identity number: Residing at: do hereby make oath and state that: I have read the terms of the agreement titled "Amended and Restated Relationship Agreement" dated 29 September 2015 (as amended, substituted or novated from time to time) between MTN Zakhele (RF) Limited (MTN Zakhele), MTN Group Limited and the holders of ordinary shares in MTN Zakhele (Relationship Agreement), which is available on the following website: I am / Person, as defined in the Relationship Agreement. [insert the name of the minor, or delete this option] is a Black Deponent I CERTIFY that this Affidavit was SIGNED and SWORN to before me at on this the day of 20 the Deponent having acknowledged that he/she knows and understands the content of this Affidavit, the Regulations contained in Government Notice No 1258 of 21 July 1972 and R1648 of 19 August 1977,as amended, having been complied with. Commissioner of Oaths Full names: Business address: Designation: Capacity: 7

8 MTN Zakhele (RF) Limited APPLICATION FORM (BLACK PEOPLE) Annexe A ELECTRONIC TRANSMISSION COVER SHEET No. of pages (including this page): Subject: Electronic document transmission Identity number of sender (if applicable ): 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: OR ED TO: support@mtnz.co.za 8

9 1. Interpreting this Document MTN Zakhele (RF) Limited Global Interpretation and Definitions List 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 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: "including" means "including but not limited to"; "include" means "include but is not limited to"; and "includes" means "includes but is not limited to" 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 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: losing money; the value of your MTN Zakhele Shares going down; someone bringing a claim against you; money you have to pay us or someone else as compensation; you suffering harm; or money being paid to the wrong person List of definitions In this Document, the words and phrases below have the meaning set out next to them. 1

10 TERM Applicant Application Form Application Process Asset Back Securities Authorised Representative Authorised User Authorising Resolution Authority BBBEE Act BEE BEE Legislation BEE Listing BEE Listing Date BEE Listing Period BEE Ownership Certificate BEE Ownership Document BEE Rating Agency MTN Zakhele (RF) Limited Global Interpretation and Definitions List MEANING 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; 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; 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; has the meaning given to this term in the JSE Listings Requirements; is the individual that we require a Black Group to authorise to act on its behalf when dealing with us; has the meaning given to this term in the FM Act from time to time; 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; 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; 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; black economic empowerment; 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; 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; the date on which the BEE Listing happens; 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; a BEE ownership certificate based on a Black Group's current shareholding, issued within the previous 12 months by a BEE Rating Agency; 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); a BEE rating agency that has applied for and been granted accreditation from the South 2

11 BEE Scheme Documents BEE Securities BEE Segment BEE Status BEE Verification BEE Verification Agent BEE Verification Process Black Company Black Entity Black Groups or Groups Black Majority Controlled Company Black Majority Owned Company MTN Zakhele (RF) Limited Global Interpretation and Definitions List African National Accreditation System or such other agency acceptable to MTN in its sole discretion; the Relationship Agreement and the MTN Zakhele MOI; has the meaning given to this term in the JSE Listings Requirements from time to time; has the meaning given to this term in the JSE Listings Requirements from time to time; 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; 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; 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; 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; 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; (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; a Black Company or a Black Entity; 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 flowthrough 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; 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 3

12 Black People or Black Person BSTC Business Day Business Hours Calendar Day Call Centre Call Centre Agent Call Centre Hours Change of Details Form Change of Details Process CIPC Codes Companies Act CP Act CSDP Custodian Custody Entity or Issuer MTN Zakhele (RF) Limited Global Interpretation and Definitions List 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 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; 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); all of the days of the week, but not including Saturday, Sunday or official public holidays in South Africa; the hours from 09:00 to 17:00 on a Business Day; any day of the week, including Saturdays and Sundays and South African public holidays; 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: ; the person that helps you when you phone the Call Centre; the time from 9am to 5pm on a Business Day, or any extended time period that we decide; 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; 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; the Companies and Intellectual Property Commission; 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; the Companies Act, No. 71 of 2008, as amended; the Consumer Protection Act, No. 68 of 2008, as amended; a central securities depository participant, accepted as a participant in terms of the FM Act; 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; the person designated by MTN Zakhele from time to time to act in such capacity, the Custody 4

13 Nominated Participant Custody Entity Mandate Dispose Document or this Document EC Act Effective Interest Eligible Shareholder Empowerment Compliance Period Encumbrance Facilitated Trading Process Facilitated Trading Process Verification Terms and Conditions FM Act Group Shareholder Number ICASA Important Disclosure Document Independent Trading Process MTN Zakhele (RF) Limited Global Interpretation and Definitions List 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; 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; 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; 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; the Electronic Communications Act, 36 of 2005, as amended; 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; 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; a period of six years which started on 24 November 2010 and ends at 23:59:59 on 24 November 2016; 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; 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); 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; the Financial Markets Act, 19 of 2012, as amended; the unique number we give to you if you are a Black Group that is a Verified Shareholder; 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; 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; the process of purchasing, holding and/or transferring MTN Zakhele Shares from time to time in accordance with the MTN Zakhele BEE Contract; 5

14 Independent Trading Process Verification Terms and Conditions JSE JSE Member JSE Listings Requirements Legal Capacity Licence Limited Transfers Process Limited Transfers Process Verification Terms and Conditions Link Investor Services Link Market Services Minor MTN MTN Holdings MTN SA Group MTN Zakhele or we or us MTN Zakhele BEE Contract MTN Zakhele MOI MTN Zakhele Shareholder or Shareholder MTN Zakhele Shareholder Platform Website MTN Zakhele Shareholder Services MTN Zakhele (RF) Limited Global Interpretation and Definitions List 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; 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; a member of the JSE; the Listings Requirements of the JSE as amended from time to time; the right and ability to enter into valid agreements, considering things like age, marriage status, mental status and financial status; 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; 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; 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 Proprietary Limited, registration number 2011/001308/07, a private company incorporated in South Africa; Link Market Services South Africa Proprietary Limited, registration number 2000/007239/07, a private company incorporated in South Africa; a Black Person who is younger than 18 years old; MTN Group Limited, registration number 1994/009584/06, a public company incorporated in South Africa, whose ordinary shares are listed on the JSE; Mobile Telephone Networks Proprietary Limited, registration number 1993/001411/07, a private company incorporated in South Africa; 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 (RF) Limited, registration number 2010/004693/06, a company incorporated in South Africa; 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; the memorandum of incorporation of MTN Zakhele, as amended from time to time; 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; the website established by us for the operation of the MTN Zakhele Shareholder Platform and accessible at: 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: Fax:

15 MTN Zakhele Shares or Shares Off-Market Transfer Order Order to Buy Order to Sell OTP OTC Trading Platform OTC Trading Platform Application Process Password Personal Information Privacy Policy Prospectus Registration Process Relationship Agreement Relevant Market Participant Securities Register South Africa Stokvel MTN Zakhele (RF) Limited Global Interpretation and Definitions List 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: ordinary shares in MTN Zakhele; any sale, purchase or other transfer of MTN Zakhele Shares not reported through an Authorised User; an Order to Buy or an Order to Sell; an offer made through the Trading Section of the Transaction Platform to buy MTN Zakhele Shares; an offer made through the Trading Section of the Transaction Platform to sell MTN Zakhele Shares; 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; 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; 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; 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; 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, 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; 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; 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; 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; 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; 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; 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; the Republic of South Africa; 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 7

16 Strate Supporting Documents Trade Trading Entity Trading Entity Mandate Trading Section of the Transaction Platform Transaction Platform Transaction Platform Account Transaction Platform Website Transfer Secretaries Verification Form Verification Terms and Conditions Verified Shareholder VT you or your or yourself MTN Zakhele (RF) Limited Global Interpretation and Definitions List rules, whether on a rotational basis or upon the occurrence of an event or otherwise; 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; 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; 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; the person designated by MTN Zakhele from time to time to act in such capacity, the Trading Entity currently being VT; 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; 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); 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; 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; the online part of the Transaction Platform which is accessible on the internet at: mtnz.tradedesk.co.za; 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; 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; 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; 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; Velocity Trade Financial Services Proprietary Limited, registration number 2010/010415/07, a private company incorporated in South Africa; 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. 8