Cell C Limited

$184,002,000 8.625% First Priority Senior Secured Notes due 2020

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LISTING PARTICULARS

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Not for general distribution in the United States

Cell C Limited $184,002,000 8.625% First Priority Senior Secured Notes due 2020 ISIN: XS1634003831 / Common Code: 163400383 Cell C Limited (formerly Cell C Proprietary Limited, having changed its name on 7 August 2017) (“Cell C” or the “Issuer” and, together with its consolidated subsidiaries, the “Group”), a public company incorporated in the Republic of South Africa, has issued (the “Issuance”) 8.625% first priority senior secured notes due 2020 in an aggregate principal amount of $184,002,000 (the “Notes”). The Notes have been issued, in part, in exchange for EUR400,000,000 in aggregate principal amount of our 8.625% first priority senior secured notes due 2018 (the “Existing Cell C Notes”) pursuant to terms and conditions of an “Arrangement” under Section 155 of the South African Companies Act 2008 (the “Arrangement”), which was approved by the requsite majority of holders of the Existing Cell C Notes on June 28, 2017 and sanctioned by the South Gauteng Local Division of the High Court of South Africa sitting in Johannesburg on July 18, 2017. Unless previously redeemed in accordance with the Terms and Conditions of the Notes, each Note bears interest at a rate of 8.625% per annum from (and including) the date of issue (the “Issue Date”) to (but excluding) 2 August, 2020 (the “Maturity Date”), payable semi-annually in arrears on June 1 and December 1 in each year, commencing on December 1, 2017 (or if such date is not a Business Day (as defined in the “Terms and Conditions of the Notes”), then the applicable payment will be made on the next Business Day). The Notes will mature, and principal of the Notes is scheduled to be paid, on the Maturity Date. The Notes are senior obligations of the Issuer and are secured by first ranking security interests on an equal and rateable basis with the lender(s) under the CDB Facilities, the new ICBC Facility, the new Nedbank Facility and the DBSA Facility (each as defined herein), such lenders having acceded to the Amended and Restated Intercreditor Agreement (as defined herein) (such lenders, together, the “Senior Lenders”), and counterparties to certain hedging obligations (such counterparties having acceded to the Intercreditor Agreement) (the “Hedge Counterparties”), in collateral that consists of substantially all of the existing and acquired personal property and the other assets of the Issuer and the Guarantors (as defined below), to the extent such assets are assignable (such rights and interests, together with all other rights, interests and assets that from time to time secure the Notes and the Guarantees (as defined below), the “Collateral”). The Notes (a) effectively are senior to all of the Issuer’s existing and future indebtedness that is unsecured or is secured on a basis junior to the security granted in respect of the Notes, in each case to the extent of the assets securing the Notes; (b) rank equally in right of payment with all existing and future indebtedness of the Issuer that is not subordinated in right of payment to the Notes; (c) rank senior in right of payment to any existing and future subordinated obligations of the Issuer; and (d) effectively are subordinated to any existing and future indebtedness of the Issuer that is secured by assets other than the Collateral), including the share capital of the Issuer, to the extent of the value of such assets (unless such assets also secure the Notes on an equal and rateable or prior basis). As of the date of these listing particulars (these “Listing Particulars”), the Issuer’s obligations under the trust deed governing the Notes dated 2 August, 2017 (the “Trust Deed”) and the Notes are fully, unconditionally and irrevocably guaranteed (the “Guarantees”), jointly and severally, on a senior secured basis, by Cell C Service Provider Company Proprietary Limited, Cell C Property Company Proprietary Limited, Cell C Tower Company Proprietary Limited and any other subsidiary of the Issuer that is required to guarantee the Notes pursuant to the Terms and Conditions of the Notes (the “Guarantors”). The Notes are issued in denominations of $1,000 principal amount and integral multiples of $1,000 in excess thereof. The Notes are initially represented by a global note in registered form without interest coupons attached. The Notes have been delivered to investors in book entry form through Euroclear Bank SA/NV and Clearstream Banking S.A.. See “Book Entry; Delivery and Form.” As of the date of these Listing Particulars, the Issuer is rated B- and Caa1 by S&P Global Ratings, acting through Standard and Poor’s Credit Market Services Europe Limited (“S&P”), and Moody’s Investors Services Ltd. (“Moody’s”), respectively. The Notes are rated B and Caa1 by S&P and Moody’s, respectively. Each of S&P and Moody’s is established in the European Union (“EU”) and is registered under Regulation (EC) No. 1060/2009 (as amended) of the European Parliament and of the Council of 16 September 2009 on credit rating agencies (“CRA Regulation”). A credit rating is not a recommendation to buy, sell or hold securities and may be subject to revision, suspension or withdrawal at any time by assigning the rating agency. INVESTING IN THE NOTES INVOLVES RISKS. BEFORE INVESTING IN ANY NOTES, YOU SHOULD CONSIDER CAREFULLY EACH OF THE RISK FACTORS AS SET FORTH UNDER “RISK FACTORS” BEGINNING ON PAGE 52 OF THESE LISTING PARTICULARS. There is currently no public market for the Notes. An application has been made to the Irish Stoch Exchange plc for the Notes to be admitted to the Official List and to trading on the global exchange market of the Irish Stock Exchange (the “Global Exchange Market”). These Listing Particulars have been approved by the Irish Stock Exchange. References in these Listing Particulars to the

Notes being “listed” (and all related references) will mean that the Notes have been admitted to the Official List and have been admitted to trading on the Global Exchange Market. The Global Exchange Market is not a regulated market pursuant to the provisions of the Markets in Financial Instruments Directive (Directive 2004/39/EC). There is no assurance that the Notes will be listed and admitted to trade on the Global Exchange Market. The Notes have not been and will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), or under the securities laws of any state or other jurisdiction of the United States, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act, “Regulation S”) unless registered under the Securities Act or pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. Accordingly, the Notes are for sale outside the United States only to persons who are not U.S. persons (as defined in Regulation S), in compliance with Regulation S. Prospective investors will be deemed to have made or be required to make certain representations and warranties in connection with the purchase of the Notes. The Notes have not been approved or disapproved by the U.S. Securities and Exchange Commission (the “SEC”) or any other securities commission or other regulatory authority in the United States, nor have the foregoing authorities approved these Listing Particulars or confirmed the accuracy or determined the adequacy of the information contained in these Listing Particulars. Any representation to the contrary is a criminal offence under the laws of the United States. The Notes will be subject to restrictions on transfer and resale. You should be aware that you may be required to bear the financial risks of an investment in the Notes for an indefinite period of time. See “Notices to Investors”. 20 September 2017

Table of Contents

Page

Important Information ...... 4 Notices to Investors ...... 5 Cautionary Note on Forward-Looking Statements ...... 9 Industry and Market Data ...... 10 Trademarks ...... 11 Presentation of Financial and Other Information ...... 12 Summary...... 19 Risk Factors ...... 51 The Cell C Recapitalization ...... 83 Capitalization ...... 94 Selected Consolidated Historical Financial Information ...... 96 Industry ...... 98 Our Business ...... 106 Certain Contracts Relating to the Operation of Our Business ...... 143 Regulation...... 147 Management ...... 157 Principal Shareholders ...... 163 Related Party Transactions ...... 164 Description of Other Indebtedness ...... 165 Terms and Conditions of the Notes ...... 170 Book-Entry; Delivery and Form ...... 197 Taxation ...... 198 Distribution Restrictions ...... 202 Disclosure in terms of the Commercial Paper regulations ...... 203 Transfer Restrictions ...... 204 Exchange Controls ...... 205 Service of Process and Enforceability of Civil Liabilities ...... 206 Listing and General Information...... 208 Terminology ...... 212 Index to Consolidated Financial Statements ...... 217

Cell C Limited (formerly Cell C Proprietary Limited, having changed its name on 7 August 2017) is a public company organized under the laws of South Africa as a profit company. It was incorporated on April 6, 1999 under Registration No. 1999/007722/06. Our website is accessible at http:// www.cellc.co.za. Neither our website nor the information contained on our website is incorporated by reference in these Listing Particulars.

IMPORTANT INFORMATION

These Listing Particulars have been prepared by us solely for use in connection with the implementation of the Arrangement.

These Listing Particulars are personal to each offeree and does not constitute an offer to sell or the solicitation of an offer to purchase by or on behalf of us to any other person or to the public generally to subscribe for or otherwise acquire any Notes (or beneficial interests therein). The distribution or delivery of these Listing Particulars and the offer or sale of the Notes (or beneficial interests therein) in certain jurisdictions may be restricted by law. The Issuer does not represent that these Listing Particulars may be lawfully distributed, or that the Notes may be lawfully offered, in compliance with any applicable registration or other requirements in any such jurisdiction, or pursuant to an exemption available thereunder, or assume any responsibility for facilitating any such distribution or offering. The Notes (and beneficial interests therein) may not be offered or sold, directly or indirectly, and these Listing Particulars may not be circulated, distributed or delivered in any jurisdiction except in accordance with legal requirements applicable to such jurisdiction.

Distribution of these Listing Particulars to any person other than the prospective investor and any person retained to advise such prospective investor with respect to the purchase of Notes is unauthorized, and any disclosure of any of the contents of these Listing Particulars, without the Issuer’s prior written consent, is prohibited. Each prospective investor, by accepting delivery of these Listing Particulars, agrees to the foregoing and to make no photocopies of these Listing Particulars or any documents referred to in these Listing Particulars. Persons into whose possession these Listing Particulars may come are required by the Issuer to inform themselves about and to observe any such restrictions. For a description of certain restrictions on offers, sales and deliveries of the Notes (or beneficial interests therein) and on the distribution or delivery of these Listing Particulars and other offering material relating to the Notes, see “Notices to Investors”. The Issuer has not authorized, nor does it authorise the making of any offer of Notes in circumstances in which an obligation arises for the Issuer or a Guarantor to publish or supplement a prospectus for such offer and, in particular, no action has been taken by the Issuer or a Guarantor that is intended to permit a public offering of the Notes or the distribution of these Listing Particulars in any jurisdiction where action for that purpose is required.

Each prospective investor that receives the Notes will be deemed to represent, among other things, that it is not a U.S. person as defined in Regulation S. Each prospective investor will also be deemed to represent that it is acquiring the Notes for its own account or, if it is acquiring the Notes for the account of one or more other persons over which it has investment discretion, it will be deemed to provide these representations for each such person.

The Issuer accepts responsibility for the information contained in these Listing Particulars. To the best of the knowledge and belief of the Issuer (which has taken all reasonable care to ensure that such is the case), the information contained in these Listing Particulars are in accordance with the facts and there are no other facts the omission of which would be likely to affect the import of such information. These Listing Particulars are to be read in conjunction with any amendments and with the Financial Statements (as defined in “Presentation of Financial and Other Information—Financial Statements”), which form part of these Listing Particulars and are included herein. By receiving these Listing Particulars, a prospective investor acknowledges that it has had an opportunity to request from the Issuer for review, and that it has received, all additional information it deems necessary to verify the accuracy and completeness of the information contained in these Listing Particulars.

Micawber 405 (RF) Proprietary Limited, a limited liability company organized under the laws of South Africa, with registration no. 2005/000415/07 (the “Security SPV”) accepts responsibility for the information contained in these Listing Particulars relating to itself and its security guarantee, and to the best of the knowledge and belief of the Security SPV (which has taken all reasonable care to ensure such is the case), the information contained in these Listing Particulars are in accordance with the facts and does not omit anything likely to affect the import of such information.

The information set out in relation to sections of these Listing Particulars describing clearing and settlement arrangements is subject to change in, or reinterpretation of, the rules, regulations and procedures of Euroclear and Clearstream currently in effect. Such information has been sourced from the rules, regulations and procedures applicable to Euroclear and Clearstream as stated in their publicly available guidance and materials. Euroclear and Clearstream are not under any obligation to perform nor continue to perform under such clearing arrangements and such arrangements may be modified or discontinued by any of them at any time. The Issuer, the Trustee, the Transfer Agent, the Registrar and the Paying Agent (each as defined in the “Terms and

Conditions of the Notes”) will not, nor will any of its agents, have responsibility for the performance of the respective obligations of Euroclear and Clearstream or their respective participants.

No person is or has been authorized by us or the Notes in connection with the Arrangement (or beneficial interests therein) to give any information or make any representation not contained in or not consistent with, these Listing Particulars. Any such representation or information must not be relied upon as having been authorized by us.

Neither the delivery of these Listing Particulars nor the offer, sale or delivery of any Notes shall in any circumstances imply that there has been no change, or any event reasonably likely to involve any change, in our affairs and condition (financial or otherwise) or that the information contained herein is correct as of any time subsequent to the date hereof or that any other information supplied in connection with the Arrangement is correct as of any time subsequent to the date indicated in the document containing the same. These Listing Particulars may only be used for the purpose for which it has been published.

Neither these Listing Particulars nor any other information supplied in connection with the Arrangement (a) is intended to provide the basis of any credit or other evaluation or (b) should be considered as a recommendation by us that any recipient of these Listing Particulars or any other information supplied in connection with the Arrangement should purchase the Notes. Each person contemplating making an investment in the Notes must make its own investigation and analysis of the creditworthiness of the Issuer and its own determination of the suitability of any such investment, with particular reference to its own investment objectives and experience, and any other factors that may be relevant to it in connection with such investment. In particular, each potential investor should:

• have sufficient knowledge and experience to make a meaningful evaluation of the Notes, the merits and risks of investing in the Notes and the information contained in these Listing Particulars or any applicable supplement;

• have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its particular financial situation, an investment in the Notes and the impact such investment will have on its overall investment portfolio;

• have sufficient financial resources and liquidity to bear all of the risks of an investment in the Notes, including where the currency for principal and profit payments is different from the potential investor’s currency;

• understand thoroughly the terms of the Notes and be familiar with the behaviour of financial markets in which they participate; and

• be able to evaluate possible scenarios for economic, interest rate and other factors that may affect its investment and its ability to bear the applicable risks.

None of the Issuer or any of its representatives or agents is making any representation to any offeree or purchaser of the Notes (or beneficial interests therein) regarding the legality of any investment by such offeree or purchaser under applicable legal investment or similar laws. Each potential investor should consult with its own advisers as to the legal, tax, business, and accounting aspects of an investment in the Notes.

NOTICES TO INVESTORS

Notice to investors in the United States

The Notes have not been, and will not be, registered under the Securities Act or with any securities regulatory authority of any state or other jurisdiction in the United States, and the Notes may not be offered, sold or purchased within the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S), except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States.

Each purchaser of Notes will be deemed to have made the representations, warranties and acknowledgements that are described under the “Transfer Restrictions” section of these Listing Particulars and the Notes are subject to the restrictions on transfer and resale as described therein.

Notice to certain European investors

European Economic Area. These Listing Particulars have been prepared on the basis that any offer of Notes in any Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”) will be made pursuant to an exemption under the Prospectus Directive from the requirement to publish a prospectus for offers of Notes. Accordingly, any person making or intending to make an offer in that Relevant Member State of Notes that are the subject of the Arrangement may only do so in circumstances in which no obligation arises for the Issuer or any Guarantor to publish a prospectus pursuant to Article 3 of the Prospectus Directive, in each case, in relation to such offer. Neither the Issuer nor a Guarantor has authorized the making of any offer of Notes in circumstances in which an obligation arises for the Issuer or any Guarantor to publish a prospectus for such offer. The expression “Prospectus Directive” means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in the Relevant Member State and the expression “2010 PD Amending Directive” means Directive 2010/73/EU.

United Kingdom. These Listing Particulars are for distribution only to, and is only directed at, persons who (i) are investment professionals, being persons having professional experience in matters relating to investments and who fall within the definition set out in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended, (the “Financial Promotion Order”), (ii) are persons falling within Article 49(2)(a) to (d) (high net worth companies, unincorporated associations, partnerships or high value trusts, etc.) of the Financial Promotion Order or (iii) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000 as amended (“FSMA”)) in connection with the issue or sale of any Notes may otherwise lawfully be communicated (all such persons together being referred to as “relevant persons”). These Listing Particulars are directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which these Listing Particulars relate is available only to relevant persons and will be engaged in only with relevant persons.

Any person who receives these Listing Particulars but does not fall within one of the preceding categories of relevant persons should return it immediately to the Issuer.

Notice to investors in South Africa

These Listing Particulars do not constitute an “offer to the public” as defined in Section 95 of the South African Companies Act, 2008 (as amended) (the “Companies Act”), nor do they constitute a prospectus for purposes of the Companies Act and it is not, nor is it intended to be, a “registered prospectus” as defined in the Companies Act.

Offers not deemed to be offers to the public Offers for subscription for, or sale of, Notes are not deemed to be an offer to the public if: (a) made to certain investors contemplated in section 96(1)(a) of the Companies Act; or (b) the total contemplated acquisition cost of Notes, for any single addressee acting as principal, is equal to or greater than ZAR1,000,000, or such higher amount as may be promulgated by notice in the Government Gazette of South Africa pursuant to section 96(2)(a) of the Companies Act; or (c) it is a non-renounceable offer made only to: (i) existing holders of the company’s securities; or (ii) persons related to existing holders of the company’s securities.

The Notes may not be transferred directly or indirectly into South Africa or to any person or corporate or other entity resident in South Africa except in accordance with the Companies Act, the South African Banks Act, 1990 (as amended) (the “Banks Act”), the South African Exchange Control Regulations, 1961 promulgated pursuant to the Currency and Exchanges Act, 1933 (as amended), the JSE Limited’s listings disclosure requirement and/or any other applicable laws and regulations of South Africa in force from time to time.

In addition, the Issuer is required to make the disclosure set out in “Disclosure Relating to the South African Commercial Paper Regulations” pursuant to paragraph 3(5) of the exemption notice published in terms of the Banks Act under Government Notice 2172 in Government Gazette 16167 of 14 December 1994 (the “Commercial Paper Regulations”) exempting the designation of certain activities from falling within the meaning of “the business of a bank” (as that term is defined in the Banks Act).

Information made available in these Listing Particulars should not be considered as "advice" as defined in the South African Financial Advisory and Intermediary Services Act, 2002 (as amended), nothing in these Listing Particulars should be construed as constituting the canvassing for, or marketing or advertising of, financial services in South Africa.

Notice to investors in Switzerland

The Issuer has acknowledged that the Listing Particulars are not intended to constitute an offer or solicitation to purchase or invest in the Notes. Accordingly, the Issuer has represented and agreed that it has not publicly offered, sold or advertised, directly or indirectly, in, into or from Switzerland any Notes and that the Notes may not be and will not be listed on the SIX Swiss Exchange or on any other exchange or regulated trading facility in Switzerland. Neither the Listing Particulars nor any other offering or marketing material relating to the Notes constitutes an issue prospectus as such term is understood pursuant to article 652a or article 1156 of the Swiss code of obligations or a listing prospectus within the meaning of the listing rules of the SIX Swiss Exchange or a simplified prospectus as such term is defined in the Swiss Collective Investment Scheme Act, and neither the Listing Particulars nor any other offering or marketing material relating to the Notes may be publicly distributed or otherwise made publicly available in Switzerland. Neither the Listing Particulars nor any other offering or marketing material relating to the Arrangement, the Issuer or the Notes have been or will be filed with or approved by any Swiss regulatory authority. The Notes are not subject to the supervision by the Swiss Financial Markets Supervisory Authority (“FINMA”), and investors in the Notes will not benefit from protection or supervision by FINMA.

Notice to investors in Italy

The offering of the Notes has not been cleared by Commissione Nazionale per le Società e la Borsa, the Italian Securities Exchange Commission (“CONSOB”) pursuant to Italian securities legislation and, accordingly, no Notes may be offered, sold or delivered, directly or indirectly, nor may copies of these Listing Particulars or of any other document relating to the Notes be distributed in Italy, except:

(i) to qualified investors (investitori qualificati), as defined by Article 26, first paragraph, letter d) of CONSOB Regulation No. 16190 of October 29, 2007, as amended (“CONSOB Regulation on Intermediaries”), pursuant to Article 100 of Legislative Decree No. 58 of February 24, 1998, as amended (the “Italian Securities Act”), and Article 34-ter, first paragraph, letter b) of CONSOB Regulation No. 11971 of May 14, 1999, as amended (“CONSOB Regulation on Issuers”); or

(ii) in other circumstances which are exempted from the rules on public offerings pursuant to Article 100 of the Italian Securities Act and/or CONSOB Regulation on Issuers.

Any offer, sale, resale or delivery of the Notes or distribution of copies of these Listing Particulars or any other document relating to the Notes in Italy under (i) or (ii) above must be:

(a) made by an investment firm, bank or financial intermediary permitted to conduct such activities in Italy in accordance with the Italian Securities Act, CONSOB Regulation on Intermediaries and Legislative Decree No. 385 of September 1, 1993, as amended (the “Italian Banking Act”); and (b) in compliance with Article 129 of the Italian Banking Act, as amended, and the implementing guidelines of the Bank of Italy, as amended from time to time, pursuant to which the Bank of Italy may request information on the issue or the offer of securities in Italy; and (c) in compliance with any other applicable laws and regulations or requirement imposed by CONSOB or other competent Italian authority.

Notice to investors in Singapore

These Listing Particulars have not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, these Listing Particulars and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the Notes may not be circulated or distributed, nor may the Notes

be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than: (i) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of the Singapore Statutes (the ‘‘SFA’’), (ii) to a relevant person pursuant to Section 275(1), or any person pursuant to Section 275(1A), and in accordance with the conditions, specified in Section 275 of the SFA, or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.

Where the Notes are subscribed or purchased under Section 275 of the SFA by a relevant person which is:

(a) a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or

(b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary of the trust is an individual who is an accredited investor, securities (as defined in Section 239(1) of the SFA) of that corporation or the beneficiaries’ rights and interest (howsoever described) in that trust shall not be transferred within six months after that corporation or that trust has acquired the Notes pursuant to an offer made under Section 275 of the SFA except: (1) to an institutional investor or to a relevant person defined in Section 275(2) of the SFA, or (in the case of such corporation) where the transfer arises from an offer referred to in Section 275(1A) of the SFA or (in the case of such trust) where the transfer arises from an offer referred to in Section 276(4)(i)(B) of the SFA, (2) where no consideration is or will be given for the transfer, (3) where the transfer is by operation of law, or (4) as specified in Section 276(7) of the SFA.

General

The distribution of these Listing Particulars in certain jurisdictions may be restricted by law. Persons into whose possession these Listing Particulars comes are required to inform themselves about, and to observe, any such restrictions. No action has been or will be taken in any jurisdiction by the Issuer or any other person that would permit a public offering of securities.

CAUTIONARY NOTE ON FORWARD-LOOKING STATEMENTS

These Listing Particulars contain statements that may be considered to be “forward-looking statements.” Forward-looking statements appear in a number of places throughout these Listing Particulars, including, without limitation, under “Risk Factors,” and “Our Business,” and include, but are not limited to, statements regarding our objectives, goals, strategies, future events, future revenue or performance, capital expenditures, financing needs, plans or intentions relating to acquisitions, competitive strengths and weaknesses, business strategy, the trends management anticipates in the telecommunications industry, the political and legal environment in which we operate and other information that is not historical information.

In some cases, forward-looking statements may be identified by words such as “believe,” “expect,” “estimate,” “anticipate,” “project,” “intend,” “plan,” “should,” “could,” “would,” “may,” “will,” “seeks,” “probability,” “target,” “goal,” “objective,” “future” or similar expressions or variations on such expressions. These forward-looking statements involve known and unknown risks, uncertainties, assumptions and other factors that may cause our actual results of operations, financial condition or prospects to be materially different from any future results of operations, financial condition or prospects expressed or implied by such statements. All statements other than statements of historical fact included in these Listing Particulars, including, without limitation, those regarding our financial position, business strategy, management plans and objectives for future operations, are forward-looking statements. These forward-looking statements are based on numerous assumptions regarding our present and future business strategies and the environment in which we expect to operate in the future. Important factors that could cause our actual results, performance or achievements to differ materially from those in the forward-looking statements include, among other factors referenced in these Listing Particulars:

• our ability to implement successfully our growth strategies, including to increase market share and retain customers by reducing churn, to improve our customer base, to reduce our costs and to identify and grow new sources of revenue, including mobile data; • our ability to forecast and meet changes in demand for our products and services; • our ability to respond to trends in the South African telecommunications market, including changes in consumer preferences; • our ability to timely fund capital investments to meet our capital expenditure requirements, and otherwise meet our financial obligations, and the results of our investments and capital expenditures; • our ability to achieve and maintain cost savings and operational efficiencies; • changes in economic or political conditions in South Africa that impact employment levels, consumer confidence, the availability of consumer credit, and levels of disposable income of existing and potential customers for mobile telecommunications services; • changes in laws or regulations in South Africa governing or otherwise affecting our business and operations and those of our competitors; • the effects of increased competition in the South African mobile telecommunications market through consolidation or otherwise, including competition with companies that have greater resources and economies of scale than we do; • the outcome of litigation involving us and/or our competitors, • failure to maintain, or when needed, obtain, licenses (including access to spectrum) or other regulatory approvals to operate our business, and the effect of actions by regulators, or other developments (including the outcome of spectrum auctions) that may limit or otherwise affect our ability to operate or to operate at the levels of profitability that we envisage; • the potential development of alternate telecommunications technologies; • the cost and availability of equipment components, including handsets; • interruption or failure of information technology systems upon which operations are reliant, including interruption or failure resulting from security breaches, terrorist action, human error, natural disasters, failure by third parties to provide necessary support and network access and other factors beyond our direct control; • fixed assets becoming obsolete at a rate faster than anticipated;

• action by labor unions or otherwise affecting our employees; and • our ability to attract and retain qualified personnel. This list of important factors is not exhaustive. There may be other risks, including risks of which we are unaware, that could adversely affect our results or the accuracy of forward-looking statements in these Listing Particulars. When relying on forward-looking statements, you should carefully consider the foregoing factors and other uncertainties and events, especially in light of the political, economic, social and legal environment in which we operate. Such forward-looking statements speak only as at the date on which they are made. Accordingly, we do not undertake any obligation to update or revise any of them, whether as a result of new information, future events or otherwise. The Issuer makes no representation, warranty or prediction that the results anticipated by such forward-looking statements will be achieved. Such forward-looking statements represent, in each case, only one of many possible scenarios and should not be viewed as the most likely or standard scenario.

The forward-looking statements contained in these Listing Particulars are based on the beliefs of our management, as well as the assumptions made by and information currently available to our management. Although we believe that the expectations reflected in such forward-looking statements are reasonable, no assurances can be given that such expectations will prove to be correct. Given these uncertainties, you are cautioned not to place undue reliance on such forward-looking statements. Important factors that could cause actual results to differ materially from our management’s expectations are contained in cautionary statements in these Listing Particulars, including, without limitation, in conjunction with the forward-looking statements included in these Listing Particulars and specifically under “Risk Factors” and above. In addition, under no circumstances should the inclusion of such forward-looking statements in these Listing Particulars be regarded as a representation or warranty by us, or any other person with respect to the achievement of the results set out in such statements or that the underlying assumptions used will in fact be the case. If any of these risks and uncertainties materialise, or if any of these underlying assumptions prove to be incorrect, our actual results of operations or financial condition could differ materially from that described herein as anticipated, believed, estimated or expected.

All subsequent written and oral forward-looking statements attributable to us are expressly qualified in their entirety by reference to these cautionary statements.

INDUSTRY AND MARKET DATA

These Listing Particulars contain historical and forward-looking market and industry data, which have been obtained from industry publications, market research and other publicly available information. Such data consists of estimates based on data reports compiled by professional organizations and analysts, on data from external sources, on our knowledge of our sales and markets and on our own calculations based on such information. In particular, data relating to our share of the mobile communications market in South Africa are management estimates based on internal data and data published by other telecommunications operators and the Independent Communications Authority of South Africa (“ICASA”). Market data, statistics and information relating to the demographics and economy in South Africa and the South African telecommunications market have been derived from management estimates and data published by Statistics South Africa, Pyramid, EIU, the International Monetary Fund (the “IMF”), Ovum Ltd., the International Telecommunications Union, GeoPoll, World Wide Worx and Ipsos.

In many cases, there is no readily available external information, whether from trade associations, government bodies or other organizations, to validate market-related analyses and estimates, thus requiring us to rely on internally developed estimates. While we have compiled, extracted and reproduced market or other industry data from external sources, we have not independently verified the data.

Where third-party information has been used in these Listing Particulars, the information has been accurately reproduced and, as far as we are aware and have been able to ascertain from information published by such sources, no facts have been omitted which would render the reproduced information inaccurate or misleading. While we have compiled, extracted and reproduced market or other industry data from external sources which we believe are reliable, including third-party or industry or general publications, we have not independently verified all of the data. We cannot assure you of the accuracy and completeness of, and take no responsibility for, such data. Similarly, while we believe our internal estimates to be reasonable, they have not been verified by any independent sources, and we cannot assure you as to their accuracy.

In addition, in some cases we have made statements in these Listing Particulars regarding our industry and competitive position based on our experience and our investigation of market conditions. We cannot assure you that any of these assumptions are accurate or correctly reflect our competitive position within the industry, and none of our internal surveys or information has been verified by independent sources, which may have estimates or opinions regarding industry related data information which differ from our own.

We have made statements in these Listing Particulars regarding our market share and our competitors’ market share, based on service revenue and total active mobile subscribers. We have calculated such market share based on information published by our competitors. While Mobile Telecommunications Company Group (“MTN”) has published its service revenue and subscriber numbers on a quarterly basis, Vodacom (Pty) Ltd (“Vodacom”) and Telkom SA SOC Limited (“Telkom”) have produced such information semi-annually, in September and March of each year. As such, our statements regarding our market share and our competitors’ market share as at or for the year ended December 31 each year, as applicable, are based on Vodacom and Telkom’s respective service revenue and subscriber numbers as at or for the twelve months ended September 30 each year.

TRADEMARKS

We own or have rights to trademarks, service marks, copyrights and trade names that we use in conjunction with the operation of our business, including the Cell C logo. These Listing Particulars also includes trademarks, service marks and trade names of other companies, including, without limitation, Telkom, Huawei Technologies Africa Proprietary Limited (“Huawei”), MTN, Nokia Siemens Networks Proprietary Limited (“NSN”), Vodafone Group plc, Vodacom, ZTE Corporation and/or ZTE Corporation South Africa Proprietary Limited (collectively, “ZTE”). Each trademark, service mark or trade name of any other company appearing in these Listing Particulars belongs to its holder. Use or display by us of other parties’ trademarks, service marks or trade names is not intended to and does not imply a relationship with, or endorsement or sponsorship by us of, the trademark, service mark or trade name owner.

PRESENTATION OF FINANCIAL AND OTHER INFORMATION

On 2 August 2017 (the “Completion Date”), Cell C consummated an equity recapitalisation and restructuring of certain financial indebtedness, which included the issuance of the Notes. Prior to the Completion Date, we were wholly owned by 3C Telecommunications Proprietary Limited (“3C”), in which Oger Telecom Limited (“OTL”) had a 75% beneficial interest through (i) Lanun Securities S.A. (“Lanun”), a wholly owned subsidiary of OTL that directly held 15% of 3C and (ii) Oger Telecom South Africa Holdings Limited (“OTSA”), a wholly owned subsidiary of OTL that indirectly held 60% of 3C. CellSAf Proprietary Limited (“CellSAf”), a black economic empowerment (“BEE”) consortium in South Africa, owns the remaining 25% of 3C.

On the Completion Date,

• members of our senior management (investing individually (though collectively referred to herein as “M5”)) beneficially own 5% of our ordinary shares (in the form of Class B ordinary shares);

• Albanta Trading 109 Proprietary Limited (through which Cell C employees beneficially own shares in Cell C and which qualifies as being held by historically disadvantaged individuals for BEE purposes) (“MS15”) beneficially own 5% of our ordinary shares (in the form of Class A ordinary shares);

• a third-party investor, Blue Label Telecoms Limited (“Blue Label”) (via a subsidiary, The Prepaid Company Proprietary Limited (“BLT”)), beneficially owns 45% of our ordinary shares (in the form of Class A ordinary shares);

• a third-party investor, Net1 Applied Technologies South Africa Proprietary Limited (“Net1”), beneficially owns 15% of our ordinary shares (in the form of Class A ordinary shares);

• three South African incorporated special purpose vehicles, Cedar Cellular Investment 1 (RF) Proprietary Limited (“SPV1”), Magnolia Cellular Investment 2 (RF) Proprietary Limited (“SPV2”) and Yellowwood Cellular Investment 3 (RF) Proprietary Limited (“SPV3”), beneficially own 11.8%, 16% and 2.2%, respectively, of our ordinary shares (in the form of Class A ordinary shares); and

• each of SPV1, SPV2, and SPV3 are wholly owned by 3C, therefore, having diluted 3C’s indirect beneficial interest to 30%.

See “The Cell C Recapitalization” for further details about the two classes of ordinary shares following the Completion Date.

Prior to the Completion Date, our principal indirect shareholders included Saudi Oger Limited (“Saudi Oger”), one of the leading construction, facilities management service and infrastructure project development companies in Saudi Arabia and the Gulf region, and Saudi Telecom Company (“Saudi Telecom”), the incumbent telecommunications company in Saudi Arabia that also has operations in other markets. Between them, Saudi Oger and Saudi Telecom, directly or indirectly, held an 82.3% beneficial ownership interest in OTL.

As part of the Cell C Recapitalization, OTL disposed of all of the shares it held in Lanun to a non-South African resident and OTSA disposed of all the shares it held in Oger Telecom (South Africa) Proprietary Limited to MS15. Accordingly, following the Cell C Recapitalization, Saudi Oger and Saudi Telecom no longer hold a beneficial interest in us. See “Summary — Summary Corporate and Financing Structure” for further information.

Defined Terms

In these Listing Particulars, unless otherwise indicated, “Cell C” and the “Issuer” refer to Cell C Limited (formerly Cell C Proprietary Limited, having changed its name on 7 August 2017) and “we,” “us,” “our” and the “Group” refer to Cell C and its consolidated subsidiaries. Unless otherwise indicated, these Listing Particulars and, in particular, the discussion of our indebtedness, have been prepared as if the Cell C Recapitalization has occurred.

For a glossary of defined terms used in these Listing Particulars, see “Glossary.” In addition, certain technical terms used in these Listing Particulars, including capitalized terms and certain technical terms used in the

telecommunications, mobile and broadband industries, are defined and explained in the section of these Listing Particulars entitled “Glossary.”

References to “subscribers” and “customers” are made interchangeably, consistent with the way in which we analyse our business.

Reference to any statute or statutory provision includes a reference to that statute or statutory provision as from time to time amended, extended or re-enacted. The contents of any of our websites or of any website accessible through hyperlinks from our websites are not incorporated into, and do not form part of, these Listing Particulars.

Financial Statements

These Listing Particulars include the following historical financial statements (the “Financial Statements”), which, in each case, have been prepared and presented in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (“IFRS”) and the Companies Act, and have been presented in South African rand:

• our audited consolidated financial statements as at and for the year ended December 31, 2016 (including comparative financial information as at and for the year ended December 31, 2015) including the notes thereto (the “2016 Financial Statements”), and the audit report thereon; and • our audited consolidated financial statements as at and for the year ended December 31, 2015 (including comparative financial information as at and for the year ended December 31, 2014) including the notes thereto (the “2015 Financial Statements”), and the audit report thereon. The financial information included in these Listing Particulars is presented on the basis that the Arrangement and the Cell C Recapitalization has occurred (including in our discussion of our indebtedness and the presentation of pro forma financial information showing the effects of the Arrangement and the Cell C Recapitalization on our results of operations and financial condition). See “Summary—Summary Historical Financial and Operating Data.”

For certain comparisons relating to our operating expenditures, we use figures derived from our management accounts in lieu of figures from our statutory financial statements, because our management accounts provide a breakdown of key line items that we are not required to present under IFRS and do not present in our statutory financial statements or the notes thereto.

Unless otherwise indicated, the financial information presented in these Listing Particulars is extracted or derived from the Financial Statements, as applicable, which appear beginning on page F-1 of these Listing Particulars.

IFRS differs in various significant respects from generally accepted accounting principles in the United States (“US GAAP”). In making an investment decision, you should rely upon your own examination of the terms of the Arrangement and the financial information contained in these Listing Particulars. You should consult your own professional advisors for an understanding of the differences between IFRS and US GAAP, and how those differences could affect the financial information contained in these Listing Particulars.

Our 2015 Financial Statements and 2016 Financial Statements have been audited by KPMG Inc., Registered Accountants and Auditors, Chartered Accountants (South Africa), our independent auditors (“KPMG”). KPMG is a member of the South African Institute of Chartered Accountants. References to “2015” and “2016” are to our financial years ended December 31, 2015 and 2016, respectively. Section 30(4) to (6) of the Companies Act requires us to disclose certain information in respect of remuneration for each individual holding any prescribed office in the Issuer.

In making an investment decision, you should rely upon your own examination of the terms of the Arrangement and the financial information contained in these Listing Particulars.

Non-IFRS Financial Measures

These Listing Particulars contain non-IFRS measures. These measures include, for example:

• EBITDA, which represents loss/profit for the period before net foreign exchange gains/losses, finance costs (which includes interest expense and other financial expenses), share of profit/loss from equity accounted joint ventures, income tax expense, depreciation and amortization, and impairment charges. • EBITDA margin, which represents EBITDA as a percentage of revenue. • Adjusted EBITDA, which represents EBITDA, adjusted for non-operational items, whether exceptional or recurring in nature, which adjustments, for the periods indicated in these Listing Particulars, include deferred revenue, profit from the sale of base transceiver stations (“BTSs”) to American Tower International, Inc. (“ATC”) and vendor credits. • Operating free cash flow, which represents EBITDA minus capital expenditures. • Capital expenditures, which represent expenditures for the purchase of property, plant and equipment and intangibles. • Capital expenditures margin, which represents capital expenditures as a percentage of revenue. • Total Debt, which represents our outstanding current and non-current loans and borrowings (including accrued and unpaid interest and prepaid upfront fees), but does not include our obligations under finance leases (including the interest component). • Net Debt, which represents Total Debt, minus our cash and cash equivalents (including restricted and unrestricted cash). • Pro Forma Net Debt, which represents Net Debt adjusted to give effect to the Arrangement and the Cell C Recapitalization, as if each had occurred on December 31, 2016. See “Capitalization” for further information about our Total Debt and adjustments thereto.

• Pro Forma Cash Interest Expense, which represents cash interest, using an assumed indicative interest rate and cost of hedging to manage our foreign currency exchange rate risk under the Notes, and the Cell C Recapitalization, as if each had occurred on January 1, 2016 (at an assumed interest rate of 17% (reflecting the contractual interest rates for 2016 plus the cost of hedging). New capex in 2016 are first funded by bridge vendor facilities to a maximum of $110 million (reflecting the average 6 month LIBOR plus a margin of 3.5%). Thereafter, capex is funded by new facilities of R1.4 billion (with an interest rate set at 17%).

We believe that EBITDA and Adjusted EBITDA are useful to investors in evaluating our operating performance and that operating free cash flow, capital expenditures, capital expenditures margin, Total Debt, Net Debt, Pro Forma Net Debt and Pro Forma Cash Interest Expense are useful to investors in evaluating our ability to incur and service our indebtedness.

Non-IFRS measures are used by different companies for different purposes and are often calculated in ways that reflect the differing circumstances of those companies. As such, these non-IFRS measures as reported by us in these Listing Particulars may not be comparable to similarly titled measures reported by other companies. They have limitations as analytical tools and an investor should not consider such items in solution of or as alternatives to, the applicable IFRS measures.

The non-IFRS measures presented in these Listing Particulars are not measurements of our performance or liquidity under IFRS or any other generally accepted accounting principles. They should not be considered as alternatives to operating profit or profit for the period or any other performance measures derived in accordance with IFRS or any other generally accepted accounting principles, or as alternatives to cash flow from or used in operating, investing or financing activities.

The principal non-IFRS measures used to evaluate our performance and liquidity include those discussed in the following section. See “Summary—Summary Historical Financial and Operating Data—Summary Statistical and Operating Data (unaudited).”

Key Performance Indicators

We present various key performance indicators in these Listing Particulars. These measures may not be comparable to similarly titled measures presented by others in our industry and, while the method of calculation may differ across the industry, we believe that these indicators are important to understanding our performance from period to period and they facilitate comparison with our peers. These indicators are not intended to be a

substitute for, or superior to, any IFRS measures of performance. These indicators are based on management estimates, are not part of our Financial Statements and have not been audited or otherwise reviewed by outside auditors, consultants or experts. The key performance indicators used to evaluate our performance include:

• Average Revenue per User (“ARPU”), which measures the average monthly revenue for a period generated for our services and which is determined for each month by dividing total service revenue (which, for this purpose, consists of revenue generated from outgoing and incoming calls, SMS (person-to- person), value-added services, monthly fees, data services, roaming subscriber revenue) by the average number of active mobile subscribers in the period net of expired subscribers. Total service revenue for purposes of calculating ARPU excludes equipment revenue.

The average number of active mobile subscribers during a period is calculated by adding the number of active mobile SIM cards at the beginning and end of each month during the period, dividing by two and then averaging the results from all months during the period. For purposes of calculating mobile ARPU, total mobile revenue consists of revenue generated from our subscription fees, usage fees for services that are incremental to the services allocated with our subscription fees and mobile termination rates (“MTRs”) (which are fees paid to us by other operators for calls terminated on our mobile network).

In these Listing Particulars, we also present ARPU across each of our customer segments, including prepaid ARPU, postpaid ARPU, hybrid ARPU and broadband ARPU, which measure average monthly revenue for a period generated for our prepaid, postpaid, hybrid and broadband services, respectively, and which are each determined for each month by dividing total service revenue in the applicable segment by the average number of active prepaid subscribers, active postpaid subscribers and active hybrid subscribers, or broadband subscribers, as applicable, in the period, net of expired subscribers.

• Blended ARPU, which is determined by dividing total service revenue across our customer segments, by the total number of subscribers across those segments.

• Average Spend per User (“ASPU”), which measures the average monthly spend for our services by our active mobile subscribers and which is determined for each month by dividing total service revenue (which, for this purpose, consists of revenue generated from outgoing and incoming calls, SMS (person-to-person), value-added services, monthly fees, data services, roaming subscriber revenue, but excluding interconnect revenue) by the average number of active mobile subscribers in the period, net of expired subscribers. Total service revenue for purposes of calculating ASPU excludes equipment revenue.

We believe that presenting ASPU is useful to investors in evaluating our revenue growth as it excludes the impact of declining MTRs year-on-year in accordance with the MTR glide path. See “Regulation— Regulatory Framework—Regulation of MTRs and Facilities Leasing”.

• Blended ASPU, which is determined by dividing total monthly spend for our services across our customer segments, by the total number of subscribers across those segments.

• Subscribers are determined by service type as follows:

• Mobile subscribers are determined by reference to the number of SIM cards (including voice and/or data) rather than number of users. For example, where a user has two SIM cards, this user would be considered two subscribers.

• Broadband subscribers are determined by reference to the number of postpaid subscribers and hybrid subscribers with a data-only subscription and prepaid subscribers who have purchased data- only bundles. These subscribers primarily use dongles and/or routers for broadband services.

• Wholesale subscribers are determined by reference to the number of MVNO customers that use our network.

In calculating subscribers, we count the number of subscribers by each service we provide. As a result, a single person would be counted as multiple subscribers in aggregate if they subscribed for more than one service.

When we refer to our active mobile subscriber base, we are referring to a so-called active 3-month mobile subscriber base, which includes prepaid voice (excluding customers whose only activity was a call forward to voicemail) and prepaid broadband customers that have generated a minimum of one revenue event in the 90 days preceding the measurement date and all post-paid voice, post-paid broadband, hybrid voice, hybrid broadband and post-paid community service telephone service (“CST”) customers with an active contract, but excludes wholesale subscribers. We note in this respect that, even among our competitors, there is no consistent approach to subscriber figures. While we historically have disclosed our active mobile subscriber base by reference to our active 4-month mobile subscriber base (with the difference being the inclusion of prepaid voice (excluding customers whose only activity was a call forward to voicemail) and prepaid broadband customers that have generated a minimum of one revenue event in the 120 days preceding the measurement date), we believe that presenting certain data by reference to our active 3-month mobile subscriber base is useful to investors in evaluating the growth and value of our prepaid customer segment, which constituted our largest customer segment as at December 31, 2016.

In these Listing Particulars, we also present our prepaid subscribers, postpaid subscribers, hybrid subscribers and broadband subscribers calculated on the same basis as described above for each customer segment.

• Core prepaid subscriber base, which includes the number of prepaid subscribers who have generated revenue of R10 or more over the course of a month.

• Churn rate (being the rate at which subscribers churn), which we also refer to as “blended churn,” and which we calculate as the sum of monthly cancellations and migrations out to other segments, excluding intra-contract migrations (subscriber churn) divided by the average monthly active mobile subscriber base. This includes both voluntary churn (customers who choose to cancel and migrate) and involuntary churn (customers who are unable to continue using our services for some reason or other, including due to failures to pay).

• Prepaid churn refers to those prepaid voice customers who become inactive and eligible for deactivation during the month, expressed as a percentage of the average base of total customers during such month. Prepaid customers become eligible for deactivation when they have not generated a revenue event in the preceding 90 days, while prepaid broadband customers become eligible for deactivation when they are no longer within their airtime window, and when they have not generated a revenue event in the preceding 90 days.

• Postpaid churn refers to those postpaid voice customers who have been disconnected from our network or migrated to prepaid services in a given month, expressed as a percentage of the average base of postpaid voice customers during such month.

• Hybrid churn refers to those hybrid voice customers who have been disconnected from our network or migrated to prepaid services in a given month, expressed as a percentage of the average base of hybrid voice customers during such month.

• Contract broadband churn refers to those postpaid broadband and hybrid broadband customers, respectively, who have been disconnected from our network or migrated to prepaid broadband services in a given month, expressed as a percentage of the average base of postpaid broadband and hybrid broadband customers during such month.

• Prepaid broadband churn refers to those prepaid broadband customers who become inactive and eligible for deactivation during the month, expressed as a percentage of the average base of total prepaid broadband customers during such month. These customers become eligible for deactivation when they are no longer within their airtime window, and when they have not generated a revenue event in the preceding 90 days.

• Total broadband churn refers to those postpaid broadband and hybrid broadband customers, respectively, who have been disconnected from our network or migrated to prepaid broadband services in a given month, and those prepaid broadband customers become inactive and eligible for deactivation during the month, expressed as a percentage of the average base of postpaid broadband, hybrid broadband and prepaid broadband customers during such month.

• Net additions, the difference between the active mobile subscriber base and wholesale subscriber base at the beginning and end of any given period.

We also present net additions for each of our prepaid, postpaid, hybrid, broadband and wholesale customer segments, which for our prepaid, postpaid, hybrid and broadband customer segments reflects the difference between the active prepaid mobile subscribers, active postpaid mobile subscribers, active hybrid subscribers and active broadband subscribers at the beginning and end of any given period, respectively, and for our wholesale customer segment, reflects the difference between our wholesale subscriber base at the beginning and end of any given period.

• Core net prepaid additions, the difference between the core prepaid subscriber base at the beginning and end of any given period.

• Gross additions, which we define as the number of new connections to a network generating an incoming or outgoing event (excluding call forwarding to voicemail) in a given period as well as migrations in from other segments.

• Minutes of Use (“MoU”), which we determine as the sum of actual voice traffic (in minutes, including free and charged minutes) in a certain period divided by the average number of active mobile subscribers for the period divided by the number of months in that period. The average number of active mobile subscribers during a period is calculated by adding together the number of active mobile SIM cards at the beginning and end of each month during the period, dividing by two and then averaging the results from all months during the period.

In these Listing Particulars, we also present MoUs for each of our prepaid, postpaid, hybrid and broadband customer segments, which we determine for each month using actual voice duration generated by customers in the relevant segment, including free and charged minutes.

• Wholesale traffic in minutes and data MBs, which we determine for each month using total minutes and data MBs billed to our wholesale subscribers. We bill for all minutes and data MBs.

• Data Megabytes (MBs), which we also refer to as “blended Data MBs” and which we determine as the sum of actual megabytes of data used per customer in a certain period divided by the average number of active mobile subscribers for the period divided by the number of months in that period. The average number of active mobile subscribers during a period is calculated by adding together the number of active mobile SIM cards at the beginning and end of each month during the period, dividing by two and then averaging the results from all months during the period.

In these Listing Particulars, we also present Data MBs for each of our prepaid, postpaid, hybrid and broadband customer segments, which we determine for each month using actual megabytes consumed by customers in the relevant segment.

The methodology for calculating key performance indicators in the telecommunications industry varies substantially among operators and is not standardized across the industry. As such, our reported performance measures vary from those that would probably result from the use of a single methodology. In addition, subscriber numbers in the mobile communications sector may be difficult to calculate as a result of individuals having more than one SIM card or SIM cards being removed due to periods of inactivity. The differing methodologies for calculating these performance indicators make it difficult to draw comparisons between these figures for, and determining the relative market share of, different mobile operators.

Rounding

Percentages and certain amounts included in these Listing Particulars have been rounded to the nearest whole number or the nearest decimal point. Therefore, the sum of the numbers in certain tables may not conform exactly to the total figure given for that column. In addition, certain percentages presented in the tables in these Listing Particulars reflect calculations based upon the underlying information prior to rounding and, accordingly, may not conform exactly to the percentages that would be derived if the relevant calculations were based upon the rounded numbers.

Currency Presentation

We publish our financial statements in South African rand. References in these Listing Particulars to “rand”, “R”, “ZAR” and “cents” are to the South African rand and cents, the lawful currency of South Africa, references to “U.S. dollars”, “dollars”, “USD” and “$” are to the lawful currency of the United States and references to “€”, “euro” and “EUR” refer to the currency introduced at the start of the third stage of European economic and monetary union pursuant to the Treaty establishing the European Community, as amended.

For convenience purposes, certain financial information in these Listing Particulars as at and for the twelve months ended December 31, 2016 has been translated from rand into dollars at a rate of R13.7372 = $1.00.

SUMMARY

This summary highlights certain information from these Listing Particulars. It does not contain all the information that may be important to prospective investors. Before making an investment decision, you should read the entire Listing Particulars carefully, including the Financial Statements and the other financial information contained in these Listing Particulars, as well as the risks described under “Risk Factors.”

Overview

We are the third largest of four mobile network operators in South Africa, with a market share of 11.6% based on service revenue for the year ended December 31, 2016 and a market share of 16% based on our total active mobile subscriber base of 14.0% million (12.0% million prepaid, 0.5 million postpaid, 0.9 million hybrid and 0.6 million broadband subscribers) at December 31, 2016. As at the same date, we had approximately 1.4 million wholesale subscribers.

We offer a comprehensive array of mobile voice and data communication services and a wide range of devices to individual consumers, businesses, small- and medium-sized enterprises (“SMEs”), corporates, the South African government and wholesale (to our partners, predominantly mobile virtual network operators (“MVNOs”) such as First National Bank (South Africa) (“FNB”), Virgin Mobile South Africa (“Virgin Mobile”) and MVN-X), with a focus on the consumer market and wholesale (MVNOs), through our long-term evolution (“LTE”), LTE-Advanced, high speed packet access, 3G and 2G networks. In 2016, we expanded into the fixed-line market with the launch of our fibre-to-the-home (“FTTH”) offering, C-Fibre.

Our mobile voice services include prepaid, contract (postpaid and hybrid) airtime offerings, as well as international calls and roaming services. In addition, we provide interconnection services to other telecommunications networks. Our mobile data services include mobile messaging services, including basic short message service (“SMS”) and multimedia messaging service (“MMS”) capabilities enabling customers to send media including music, photographs and video from their handsets, as well as access to the Internet and over-the-top (“OTT”) applications such as WhatsApp and Facebook. We also offer unstructured supplementary service data (“USSD”) services (including callback and balance enquiries). Our devices include mobile handsets, routers, data cards, dongles, PCs, tablets and USB modems. In recognition of the global trend toward significant demand for data at the expense of voice services, we are looking to expand our mobile data services to include content-based services (both exclusive and non-exclusive content) and to grow our FTTH offering to support customers demand for higher speed connectivity, as well as less expensive access to data as demand for content and streaming grows. We anticipate the launch of our content-based services to take place in late 2017.

We market our offerings and services primarily through our nationwide distribution network of informal channels. These include super dealers and regional dealers, which include street vendors, largely in townships and rural communities, and unique partnerships with select entities, including most significantly, one of our principal indirect shareholders, Blue Label Telecoms Limited (“Blue Label”). Blue Label is a leading distributor of prepaid airtime, data and starter packs in South Africa. We also market our offerings and services through 196 Cell-C branded outlets (including independently-owned stores and franchises), approximately 6,183 retail outlets situated in national retail chains, telesales (including our internal inbound and outbound call centres and, to a lesser extent, external call centres), online sales and MVNOs.

We employ our “Cell C” brand, which was recognized as one of South Africa’s top 50 leading brands overall (as rated by Brand South Africa for 2015 and 2016), across all of our offerings. We also market our mobile services by hosting MVNOs with their respective brands on our mobile network to target different customer segments.

While in the first decade of our operations we faced challenges in growing revenue and EBITDA, following the appointment of a new management team in 2012 and the implementation of our new customer-oriented turnaround strategy (as detailed below), we have reported growth in revenue quarter-on-quarter for 15 of the past 16 consecutive quarters ended December 31, 2016 (when comparing each quarter to the corresponding quarter in the prior year).

In 2016, we generated revenue of R14,646 million and we reported EBITDA of R3,106 million compared to the twelve months ended December 31, 2015, where we generated revenue of R13,228 million and we reported EBITDA of R1,948 million. See “—Summary Historical Financial and Operating Data.”

The following chart sets forth a breakdown of our revenue by segment(1) for the twelve months ended December 31, 2016.

December 2016 Revenue by Segment

Prepaid

20% Contract

3% 49% Wholesale

28% Equipment

(1) For purposes of our revenue segmentation, we have four reportable segments that are differentiated and grouped by means of the nature of the product and services offered; we group postpaid and hybrid services as a single item (contract); equipment and other revenue includes revenue from the sale of equipment, CSTs and unsegmented revenue. We also elsewhere breakdown our revenue as between total revenue and service revenue. Our revenue segmentation differs from the segmentation of our subscriber base, which we group into prepaid, hybrid, postpaid, broadband and wholesale (predominantly MVNO subscribers) segments. While we have a separate FTTH customer base, its contribution to revenue is immaterial on a consolidated basis and we do not include it as a stand-alone reportable segment.

Between 2012 and 2016, in terms of reported active mobile subscribers, we grew our market share from approximately 11% to 16%, and in terms of reported total mobile service revenue, we grew our market share from approximately 9.2% for 2012 to 11.6% for 2016. Vodacom, MTN and Telkom, the other three significant mobile operators in the South African market, had approximately 44.6%, 35% and 4.3% market share, in terms of reported active mobile subscribers, respectively, at December 31, 2016, and approximately 50.8%, 34.2% and 3.4% market share, in terms of reported total mobile service revenue, respectively, for the year ended December 31, 2016.

Our History and Turn-Around Strategy

In July 2001, our then principal indirect shareholder, Saudi Oger, commenced operations in the telecommunications industry when it originally established a 60/40 joint venture with a black economic empowerment (“BEE”) consortium, CellSAf, to participate in the tender for the third mobile license in South Africa. It won the tender, and we commenced commercial operations in November 2001 (as the third entrant in the South African market).

2001 – 2012. Since our inception through to 2012, we pursued a challenger operator strategy to grow market share, with a strong focus on voice communication services, particularly in the prepaid segment. We also focused on introducing data-centric offers, including mobile broadband services. We launched new products and services and began to undertake significant capital expenditures in upgrading our network. We experienced challenges in growing our postpaid and hybrid subscriber base and revenue in our contract segment, in large part due to the inadequate capitalization of our business (see “—The Cell C Recapitalization.”), legacy issues around management of vendors and network rollout delays, issues with handset availability, over-reliance on outsourcing relationships, particularly on network vendors and turnkey solutions, and an undefined marketing strategy.

2012 – to date. A new management team was appointed in 2012 to implement a customer-oriented turnaround strategy, centered around quality, service, innovation and human capital, with a focus on building a sustainable platform for growth. We were able to leverage OTL’s equity contribution (R2.6 billion in 2013 and R2.0 billion in 2014) together with incremental debt funding in local and foreign currency in 2013, and 2014, to implement this strategy (see “Risk Factors—Risks relating to our business and industry— In the past we have sought and obtained equity injections from our shareholder, OTL. We may not receive future equity injections from our new shareholders, which could have a material adverse effect on our financial condition and results of operations.”)

We actively sought to establish ourselves as a “consumer champion” and a “value for money” brand, adopting a transparent and simple approach to pricing, in an effort to attract low-income price sensitive consumers and promote the porting of subscribers as a means for consumers to save money.

Between 2012 and 2015, we pursued aggressive pricing against our competitors, introducing value offerings and promotions targeted at further developing our prepaid subscriber base so as to increase our scale and reach in the South African market. In 2015, we shifted our previously strong focus away from aggressive pricing. As a challenger operator in the South African mobile telecommunications market, we increased our outreach initiatives and lobbying efforts with our regulators to obtain more pro-competitive regulatory treatment, including a greater degree of asymmetry in respect of mobile termination rates (“MTRs”), as well as challenging the incumbents’ practices of charging less for on-net calls than for off-net calls and roaming services. In a series of studies funded by the South African National Treasury, the Centre for Competition, Regulation and Economic Development (CCRED) at the University of Johannesburg found that the asymmetrical reduction in MTRs in our favour, which we had lobbied for, enabled us to be more effective competitors and saved consumers approximately R47 billion between 2010 and 2016.

Over this period, we focused on building an innovative product portfolio and undertaking significant capital expenditure to improve the stability, quality, capacity and coverage of our network. In this regard, we have insourced our network design services, optimized our costs through the redeployment of less profitable BTSs to higher revenue-generating areas, invested in higher quality equipment, reviewed our rollout strategy and further expanded our rollout into LTE and LTE-Advanced networks and the deployment of fibre across our network. Our capital expenditures margin was 13.5%, 19.7%, 19.0%, 19.6% and 19.5% for the years ended December 31, 2012, 2013, 2014, 2015 and, 2016. In addition, we increased our focus on our marketing strategy and distribution channels, undertaking extensive promotions of mobile data services in an effort to capture growing demand, as well as aligning ourselves strategically with operators of OTT applications and services. We incentivized our channel partners to promote our products and services over those of our competitors and, in 2014, we successfully developed a hosting platform for MVNOs. This has enabled us to efficiently add new MVNOs to our network with decreased need for customization, and significantly grow revenue from our wholesale business. We currently are the only mobile network operator that provides services via MVNOs, although certain of our competitors have publicly indicated that they are exploring such opportunities.

Over this period, our new management team focused on achieving cost savings and operational efficiencies in an effort to increase our operating margins.

Our key strategic initiatives during this period included:

• strengthening our close partnership with Blue Label (which dates back to 2011). Blue Label is the largest distributor of prepaid airtime, data and starter packs in South Africa (with approximately 700,000 SIM connections a month in South Africa and revenue of approximately R26 billion based on its reported results for the year ended May 31, 2016). Blue Label boasts a local footprint of approximately 30,000 touch points (which extends to the foremost retailers, petroleum forecourts, independent retailers and wholesalers in South Africa). We incentivized Blue Label to promote our prepaid airtime and starter packs, which contributed significantly to our subscriber and revenue growth in the prepaid market: approximately 80% of our airtime recharges for the year ended December 31, 2016 was generated via our partnership with them; • increasing our focus on network quality and customer experience, including the launch of our LTE and LTE-Advanced networks in 2015 and 2016, respectively, insourcing of our call centres, insourcing of our franchise stores and increasing the number of stores that we own (providing us with greater control over marketing of our products and services, availability of handsets in-store, employee training and enabling us to improve customer service and experience); we experienced a 67% increase in total data consumption in 2016 compared to 2015, which we believe stems from our improved network and rollout of LTE and LTE-Advanced networks;

• aligning ourselves strategically with operators of OTT applications and services, such as Facebook and WhatsApp, including a Facebook promotional campaign for prepaid users that facilitated net additions of approximately 410,000 subscribers over the promotional period and the two months thereafter. We also provided customers with free WhatsApp messaging from October 2014 to end of August 2015, which facilitated the acquisition of new subscribers. The campaign drove further growth of data traffic on our network and generated incremental revenue growth once we started to charge for this service following the end of the promotional period; • increasing our outreach initiatives and lobbying efforts with our regulators to obtain more pro- competitive regulatory treatment, including a greater degree of asymmetry in respect of MTRs, as well as challenging the incumbents’ practices of charging less for on-net calls than for off-net calls and roaming services; • launching our operational efficiencies programme in 2014, which included, among others, a retrenchment process and the rationalization of under-performing BTSs, resulting in reduction of our operational expenditures (including the reduction in the amount paid to the incumbent operators for site rentals) and general administration costs despite the continued rollout of our network; • renegotiating our national roaming agreement with Vodacom in South Africa that allows us to route a portion of our customer traffic over Vodacom’s GSM mobile telephone network (the “Vodacom National Roaming Agreement”), to include 3G voice and data roaming services (to offer the same coverage as Vodacom and provide for full use of Vodacom’s national network) and extend the minimum term until 2020, which has enabled us to offer 3G mobile coverage for customers in outlying areas where we are not able to, or do not wish to, provide coverage through our own network (typically because it is relatively more expensive for us to deploy our own network than rely on the roaming agreement due to relatively lower cost of roaming) and to be selective in our deployment of capital and strategically focus capital expenditures. This initiative resulted in an uplift in 3G traffic and improved customer experience on the one hand and, on the other hand, optimization of the use of our roaming agreement by actually disabling roaming functions in areas where our network coverage has reached sufficient capacity, stability and quality; • launching Wi-Fi calling in 2015, the first offering of its kind in South Africa, allowing us to turn any Wi-Fi hotspot into a Cell C base station and enabling prepaid, postpaid and hybrid customers to use their Cell C line over a Wi-Fi network connection even when phone coverage is absent (locally or abroad) or when they are outside of South Africa. The service enables our customers to make and receive calls, send/receive SMSs, check voicemails and balances and even purchase bundles, within their plan rates. We believe Wi-Fi calling contributed to an increase in net additions and reduced churn in the prepaid segment and enabled us to churn high-value customers from our competitors who may otherwise have spent significant amounts on roaming services on other networks in South Africa; • entering into a new third-party handset financing arrangement with an external vendor, which became effective on August 6, 2015 (the “Handset Financing Arrangement”), which has enabled us to better meet customer demand for handsets (where we were previously unable to do so) and offer higher value handsets to support growth in our postpaid segment, while freeing up an average of approximately R196.4 million of working capital per month since August 9, 2015 to December 31, 2016; and

• launching our buy-out offering in 2015, offering to buy out existing contracts of subscribers from Vodacom, MTN and Telkom, paying up to R20,000 to customers towards the costs of cancelling their contract, which has contributed to an increase in net additions in this segment.

The Cell C Recapitalization

Overview

Despite the improvement in our operational performance and the growth that we have achieved since 2012, as well as the benefits of R4.6 billion of equity contributions from OTL (R2.6 billion in 2013 and R2.0 billion in 2014), we remained constrained by our previously highly leveraged capital structure. We have recapitalized ourselves, which included raising approximately R16.3 billion of incremental equity (the “Equity Contribution”), which includes the benefit from the discharge of certain financial indebtedness, by way of an upliftment of certain financial indebtedness to SPV1, SPV2 and SPV3, respectively, in an aggregate amount of the equivalent of R8.8 billion. We believe these actions greatly mitigated our balance sheet constraints and have better positioned us for future growth.

We have used the proceeds of the Equity Contribution to partially repay all of our pre-existing debt facilities and settle our existing hedging arrangements. We refer to all of the foregoing as the “Cell C Recapitalization.” We also entered into new hedging arrangements to mitigate foreign exchange risk in respect of the Notes following the closing of the Cell C Recapitalization (the “Completion Date”). At the closing of the Cell C Recapitalization, our Net Debt was reduced to a maximum of R6.0 billion, and our Pro Forma Net Debt to EBITDA was reduced from 5.66x, for the 12 months ended December 31, 2016, to 1.93x.

As a consequence of the Cell C Recapitalization, our historical principal shareholder, OTL, reduced its beneficial interest in us in favour of MS15. At the same time, new shares were subscribed for by:

• Blue Label, via subsidiary BLT (through a combination of cash and settlement of existing trade payables); • Net1; • M5; • MS15, through which Cell C employees beneficially own shares in Cell C and which qualifies as being held by historically disadvantaged individuals for BEE purposes; and • SPV1, SPV2 and SPV3 (on behalf of 3C).

M5’s investment in our share capital is designed to incentivise members of senior management and retain them for at least five years by virtue of the restrictions on their right to convert their Class B ordinary shares into Class A ordinary shares (see “The Cell C Recapitalization” for the rights and restrictions attributed to M5’s Class B ordinary shares). MS15’s investment in our share capital is designed to incentivise our employees.

Our equity structure immediately following the Completion Date, which was approved by the board of directors of Cell C (the “Board of Directors”) and 3C’s board of directors, is as indicated below.

Pre-Cell C Post-Cell C Recapitalization Recapitalization beneficial beneficial ownership ownership interest(2) Equity injection interest(1) SPV1 R 3.6 billion(7) 11.8% SPV2 R4.5 billion (8) 16.0% SPV3 R0.7bn(9) 2.2% Blue Label R5.5 billion(4) 45.0% Net1 R2.0 billion 15.0% MS15(5) Nominal amount (R2,500) 5.0% M5 (6) Nominal amount (R2,500) 5.0% Total 100% R16.3 billion(3) 100% ______(1) At closing of the Cell C Recapitalization. (2) Prior to the Cell C Recapitalization, we were owned by 3C, in which OTL had a 75% beneficial interest through (i) Lanun, a wholly owned subsidiary of OTL that directly held 15% of 3C and (ii) OTSA, a wholly owned subsidiary of OTL that indirectly held 60% of 3C. CellSAf, a BEE consortium in South Africa, owned the remaining 25% of 3C. 3C held Class A ordinary shares. (3) The “Total Equity Injection” is the sum of the equity injection of Blue Label and Net1, plus the nominal contributions made by SPV1, SPV2 and SPV3 by way of an upliftment to them of certain financial indebtedness from Cell C for an aggregate amount of the equivalent of R8.8 billion. (4) Reflects R3,000 million of equity injected in cash, paid by Blue Label at the Completion Date,. The remaining portion of Blue Label’s equity injection has been offset by the settlement of a projected outstanding amount of R2,500 million owing to Blue Label as at the Completion Date, which is accounted for as abnormal working capital and which will be converted into equity at the Completion Date. (5) MS15 now holds Class A ordinary shares, which were subscribed for a nominal amount of R2,500 (see “The Cell C Recapitalization.”). (6) Members of senior management now hold Class B ordinary shares, which they (acting in concert) can elect to convert into Class A ordinary shares five years from the Completion Date, or upon the occurrence of certain other events, and which were subscribed for a nominal amount of R2,500 (see “The Cell C Recapitalization”). (7) SPV1 issued the U.S.$279,849,000 8.625% Notes due 2022 (the “2022 Notes”) which have been used, in part, to discharge Cell C’s liability in relation to the Existing Cell C Notes for the equivalent of R3.6 bn and in consideration received 59,000,000 Class A ordinary shares in Cell C (8) SPV2 assumed the SPV2 Loan which was used to discharge Cell C’s liability in relation to the existing CDB Facilities and existing ICBC Facilities for the equivalent of R4.5bn and in consideration received 80,000,000 Class A ordinary shares in Cell C. (9) SPV3 assumed the SPV3 Loan and we paid in consideration to SPV3 an amount equal to the value of the SPV3 Loan which amount has been left outstanding on loan account.

As a consequence of the Cell C Recapitalization, CellSAf has retained an indirect 7.5% beneficial ownership in us.

Key anticipated benefits of the Cell C Recapitalization

The Cell C Recapitalization provided a compelling value proposition to us, to our debt and equity providers, our management and employees, our shareholders, our customers and to other stakeholders.

The refinancing of our pre-existing debt deleveraged our capital structure, significantly reduced our financing costs in absolute terms and significantly reduced our exposure to foreign exchange risk. While the Notes have foreign exchange risk, we have mitigated it through hedging arrangements. The significant deleveraging achieved through the Cell C Recapitalization has improved our operating cash flow as well as our profitability, better positioning us for sustainable growth and providing us with greater scope to further align our interests with our suppliers and distributors and forge strategic relationships with third parties, including potentially our competitors, to achieve cost savings and operational efficiencies. We expect to have greater capacity to invest in growth initiatives, including capital expenditures to fund network improvements. Our improved balance sheet will reduce management’s focus on addressing our capital structure and on fund-raising efforts, enabling them to instead focus on achieving our strategies.

M5’s and MS15’s investment in our share capital has incentivised management and our employees and is designed to retain members of our senior management for at least five years to support the implementation of our strategy.

We also believe that the Cell C Recapitalization has provided a compelling value proposition for Blue Label and us. Approximately 80% of our airtime recharges for the year ended December 31, 2016 were generated via our partnership with them. Blue Label, in turn, represents a large portion of the mobile data and airtime retail market in South Africa. Our enhanced relationship with Blue Label, as our shareholder following the Cell C Recapitalization, should further align our interests and facilitate greater revenue growth and operational efficiencies, incentivizing Blue Label to promote our products and services (better positioning us to accelerate our growth in market share and revenue in the prepaid segment), and providing us with opportunities to realise synergies in product distribution and market positioning. The strategic partnership with Blue Label is also likely to better position us to understand and influence more of the steps required to take an innovative product or service to market and be able to offer innovation that is relevant, timely and more responsive to our customers’ needs.

Following the Completion Date, our effective BEE ownership has exceeded the 25% target threshold set by ICASA, making us the only mobile operator in South Africa to exceed this threshold. We believe this should be a positive factor for purposes of future bids for spectrum and more generally in securing business contracts from governmental entities.

Our New Balance Sheet

The following table sets forth our indebtedness:

• on an actual basis as at December 31, 2016; and • as adjusted, to give effect to the Arrangement, and the Cell C Recapitalization, as if each occurred on December 31, 2016, and any other changes to our consolidated cash and cash equivalents and capitalization since December 31, 2016.

The foregoing adjusted figures would differ at current exchange rates from the exchange rates that were effective on the Completion Date.

As at December 31, 2016 Actual As adjusted As adjusted (unaudited) (R in millions) ($ in millions)(1) (2) (2) (2) Total debt (pro forma) ...... 17,867 6,143 447 Unsecured debt...... 1,696 - -

Secured debt ...... 16,171 6,143 447 Notes ...... 6,035 2,476 180

Existing/New CDB Facilities 6,379 1,724 125 Existing/New ICBC Facilities 3,757 997 73 New DBSA Facility - 181 13 New Nedbank Facilty - 767 56 (3) Existing Hedging Arrangements ...... 506 - - Capitalized Finance Costs – borrowings ...... (136) (-) (-)

(1) Converted into U.S. dollars at the exchange rate of R13.7372 = $1.00. (2) Total debt represents our consolidated current and non-current borrowings, including accrued and unpaid interest. (3) Assumes a cost of €35 million (R506 million) to unwind our pre-existing hedging arrangements that were settled pursuant to the Cell C Recapitalization.

Strengths

We believe that the following strengths will support the execution of our growth strategy.

Our status as a challenger mobile operator in the South African mobile telecommunications market positions us to take advantage of opportunities others may not.

As a challenger operator in the South African mobile telecommunications market, we believe that we are best positioned to take advantage of opportunities in our operating environment through our focus on innovation and agility, combined with our willingness to pursue outreach initiatives and lobbying efforts. These opportunities have presented themselves in the past and we expect further opportunities to present themselves in the future, including:

• our ability to proactively engage with our regulators and avail ourselves of regulatory and judicial remedies to help improve our competitive position in the South African mobile market, such as in respect of MTRs (as at October 1, 2016, the rates were 19 cents for calls terminating on our network and Telkom’s network and 13 cents for calls terminating on Vodacom and MTN’s networks, compared to 24 cents for calls terminating on our network and Telkom’s network and 16 cents for calls terminating on Vodacom and MTN’s networks as at October 1, 2015), pricing asymmetry, pricing of and access to infrastructure, roaming rates, handset subsidies and transparency of pricing, and access to spectrum; • our ability, as a result of our smaller scale relative to our principal competitors, to react quickly to opportunities and take advantage of new opportunities, including in our distribution and product offering, and to react in a timely and dynamic way to changing market demand; • our ability to innovate and introduce disruptive products and services in the South African market, such as Wi-Fi calling, which allows us to turn any Wi-Fi hotspot into a Cell C base station and enables customers to make and receive calls, send/receive SMSs, check voicemails and balances and even purchase bundles, within their plan rates, over a Wi-Fi network connection even when cell phone coverage is absent (locally or abroad) or when they are abroad, reducing their usage of roaming services locally and abroad; • our partnerships with operators of OTT services such as WhatsApp and Facebook, which positions us to drive data traffic on our network and serves as a customer acquisition tool notwithstanding the concomitant reduction in voice revenue, in respect of which we have a smaller market share than some of our competitors, allowing us to acquire customers from our competitors; • our ability to take advantage of bilateral roaming arrangements with other mobile network operators that have already deployed network coverage in outlying areas with lower population density, where it is more expensive for us to deploy our own network due to relatively lower costs of roaming, which enables us to be selective in our deployment of capital and strategically focus capital expenditures in major metropolitan areas in South Africa. This provides us with cash flow flexibility, as well as cost savings on energy, transmission, site rental and maintenance costs, and enables us to focus on providing the latest technologies and services to our subscribers; • our MVNO hosting platform, which allows us to leverage our network to access additional revenue streams, with relatively low incremental administrative costs, and allow us to reach a more diverse base

of subscribers; currently, we are the only mobile network operator that provides services via MVNOs, although certain of our competitors have publicly indicated that they are exploring such opportunities; and

• our ability to participate in passive infrastructure sharing, including sharing our fibre backhaul and site infrastructure with other operators, including the incumbent operators, with each operator managing and controlling their own network, which would facilitate cost savings and operational efficiencies and, to the extent that we may be permitted to do so in the future, active infrastructure sharing (combining BTSs and site equipment and sharing of spectrum with another operator), which would facilitate greater cost savings and operational efficiencies. We operate in a market with attractive telecommunications sector dynamics and are well positioned to take advantage of anticipated growth in demand for data services.

South Africa is one of the most developed economies in Africa, with one of the most advanced telecommunications sectors on the continent. Historical growth in telecommunications services in South Africa has been driven primarily by the mobile sector. Unlike other telecommunications markets, South Africa has a relatively low rate of fixed-line telephony, with approximately 8% market penetration in terms of fixed-line connections in 2016 (source: International Telecommunications Union) and the rollout has been slow. We believe that this is largely due to an under-developed fixed line telecommunications infrastructure due to infrastructure investment challenges, which affects a large proportion of the population living in non-urban areas. This has led to the leapfrogging of the development of a reliable nationwide fixed network infrastructure, moving straight on to mobile voice and mobile broadband. Consequently, this has supported, and we expect will continue to support, revenue growth in the mobile market without requiring deployment of significant capital resources to develop nationwide fixed-line networks. The total number of mobile subscribers grew from approximately 68.9 million as at December 31, 2012 to approximately 89.9 million as at December 31, 2016 (source: Pyramid), implying a penetration rate of 165%. South Africa’s mobile penetration rate is expected to continue growing to 193% in 2020, according to Pyramid. The high penetration rate reflects the practice by the majority of active mobile users to carry multiple SIM cards (a practice that has been encouraged by operators that actively push sales and discounting starter packs). We believe that actual penetration is lower when comparing the number of mobile users to the total population, and there is still potential room for growth as we estimate approximately 15% of the population does not have a SIM card. The potential for growth is supported by the prevalence of prepaid contracts in the subscriber mix, with an 80% / 18% split between prepaid and post paid subscribers as at December 31, 2016.

The following chart reflects the evolution of total mobile market spend (which reflects consumer outlay on mobile services, including voice, data and SMS) in South Africa between 2006 and 2016. Recovery CAGR: 8.0% Price War CAGR: 1.0% High Growth Phase CAGR: 10.5%

Source: Company.

the country. Market spend in the South African mobile appears to be gradually improving, having grown in 2016 by a compound annual growth rate (“CAGR”) of approximately 8.0%, following the softening of the aggressive price competition between 2012 and 2014. This trend is largely driven by increasing demand for data services, which is expected to more than offset the decline in voice revenue and SMS services as all-inclusive tariffs and OTT services become more prevalent. It is anticipated that total mobile market spend will increase at an average CAGR of 4.1% per year between 2015 and 2020, a more conservative rate of growth when compared to past growth rates (approximately 8% CAGR between 2005 and 2015).

According to Statistics South Africa’s mid-year population estimates dated August 25, 2016, the South African population, which exceeds 55 million, is expected to grow by 10% between 2015 and 2030 and by 20% between 2015 and 2050. According to Statistics South Africa, two-thirds of the population is under 35 years of age, 55% of whom are aged between 15 and 34 years old and highly technologically engaged, with widespread access to landlines, mobile phones or the Internet. We believe that these favourable youth demographics are a key driver in growing smartphone penetration and demand for mobile data and broadband services. The following chart presents a breakdown of the demographics of South Africa’s population, by age.

30% ≤ 14 years 28% 15 - 34 years

35 - 64 years

≥ 64 years 36%

Source: Statistics South Africa.

The number of mobile handsets sold is expected to more than double between 2012 to 2020, with smartphones forming a larger percentage of these sales each year according to management estimates, Pyramid and EIU. In addition, according to a survey by GeoPoll and World Wide Worx in April 2015, South Africa amongst African countries in the number of application downloads, reflecting the high rate of smartphone adoption in the country. Digital commerce is also on the rise in South Africa, supported by growing internet penetration. Consumer research carried out by Ipsos in March 2015 showed that 22% of South African internet-enabled device owners have made purchases online in the past year and 48% expect to do so in the future (source: Ipsos study conducted on behalf of PayPal and FNB). In addition, South Africa is one of the early-adopter markets on the African continent, in which 4G/LTE technology is gaining traction. Moreover, in 2014, the South African government published a national broadband plan setting a penetration rate target for the South African market of 90% broadband penetration rate by 2020 at speeds of 5Mbps and 50% penetration rate at speeds of 100 Mbps, compared to total broadband penetration rate of 34% in 2013. This policy reflects the government’s commitment to enabling the rollout of broadband infrastructure. The projected growth in mobile subscribers is greater than the projected growth of South Africa’s population, which translates into an upward trend in mobile penetration forecasts. It is expected that demand in South Africa for data services will continue to grow as a result of increasing levels of social media engagement and the increasing popularity of non-traditional voice services utilizing Voice over Internet Protocol (“VoIP”), or alternative technologies to mobile voice and messaging (SMS/MMS) becoming increasingly popular, such as Skype, Facebook and iPhone/iPad Messenger. These OTT applications are capable of providing mobile-only data users with voice and messaging services, typically at a substantially lower cost than traditional voice and messaging services, are often offered free of charge, are accessible via smartphones and tablets, and allow their users to have access to potentially unlimited messaging and voice services over the Internet, thus bypassing more expensive traditional voice and messaging

services but contributing to significant data traffic on our network and driving growth in our data services and revenue.

Our revenue from data services as well as our broadband subscriber base have grown consistently since our broadband services were introduced in 2010, at a CAGR of 97% in terms of the volume of data traffic between 2010 and 2016, and we expect revenue from data services to exceed our voice revenue by 2018. We believe that we are well positioned to take advantage of anticipated further growth in demand for data and value-added services in South Africa. Our LTE-Advanced network, which overlays our LTE, 3G and 2G networks, coupled with 3G voice and data roaming services provided over Vodacom’s network, and our attractive spectrum (in respect of which we are not presently constrained) are capable of supporting high-volume data traffic at high speeds, including streaming services (such as radio and video streaming) and access to content. In addition, we believe that we are well positioned to meet growing demand for mobile data services through our continually evolving competitive data-focused offerings across all of our customer segments, such as our range of contract (postpaid and hybrid) tariff options, which are focused on more data heavy usage and targeted to smartphone users, as well as our data bundles and certain voucher options, which provide flexibility for prepaid customers that are looking to use greater amounts of data. Our strategic alignment with operators of OTT services positions us to drive data traffic on our network and serves as an acquisition tool, notwithstanding the concomitant reduction in voice revenue, in respect of which we have a smaller market share than some of our competitors, allowing us to acquire customers from our competitors.

We benefit from our extensive and integrated distribution network and strategic partnerships, particularly with Blue Label and our wholesale channel.

We believe that we are well positioned for growth, having achieved significant scale since our inception, through our focus on achieving a broad distribution reach and focus on incentivizing our channel partners to promote our products and services. We believe our potential for subscriber growth has significantly increased as a result of a number of partnerships and strategic alliances, such as with key distributors (particularly, Blue Label), MVNOs, operators of OTT services such as WhatsApp and Facebook and our external vendor in respect of the Handset Financing Arrangement, to improve handset availability and selection.

Our distribution network principally comprises our informal channels (including super dealers and regional dealers, which include street vendors, largely in townships and rural communities, and third party distributors), 196 Cell-C branded outlets (including independently-owned stores and franchises), approximately 6,183 retail outlets situated in national retail chains, telesales (including our internal inbound and outbound call centres and, to a lesser extent, external call centres), online sales and MVNOs. In addition, from 2015 to December 2016, we increased the number of our stores from 160 to 196 (including independently-owned stores and franchises), and we plan to further increase our independently-owned store network in the medium term, to provide us with greater control over availability of handsets and employee training to improve customer service and experience.

Prepaid:

• In our prepaid segment, we have increased our overall subscriber base and core prepaid subscriber base significantly since 2012, following the implementation of our customer-oriented turnaround strategy, with a CAGR of 18% for our prepaid subscriber base and a CAGR of 12% for our core prepaid subscriber base, from 5.3 million prepaid subscribers and 3.2 million core prepaid subscribers as at December 31, 2012 to 12.0 million prepaid subscribers and 6.3 million core prepaid subscribers as at December 31, 2016. We believe that we have developed an effective distribution strategy and strategic alliances in our prepaid segment, through the distribution of SIM packs on a large scale predominantly via informal and retail channels, as well as via the wholesale channel, which has significantly expanded our presence across South Africa and contributed to our strong subscriber growth. The informal channels have enabled us to add mobility to our traditional retail channels and bring customers closer to the point of purchase, resulting in increased volume and growth opportunities via our distributors’ footprint. Most significantly, our partnership with Blue Label has contributed significantly to our growth in the prepaid market (approximately 80% of our airtime recharges for the six months ended December 31, 2016 was generated via our partnership with them). As our primary distributor of airtime vouchers to the prepaid segment, our distribution arrangement with Blue Label ensures that customers are able to top up their phones with relative ease. Blue Label is also able to take advantage of a network of resellers, retailers and informal points of sale across South Africa, adapted to the market purchasing habits of our target subscribers. Their presence in township and low income areas is key to reaching our prepaid subscriber base and their presence in the wholesale channel allows for access to a larger number of potential contract subscribers. Blue Label has become a significant investor in our share

capital following the Completion Date and the resulting alignment of interests is expected to yield further advantages, particularly in respect of distribution. See “—Strategy—Optimise and strengthen our distribution networks, strategic relationships and key partnerships.”

• We believe the growth in our prepaid subscriber base has also benefited from partnerships and strategic alliances with operators of OTT services such as WhatsApp and Facebook.

Postpaid and hybrid:

• We believe that we have developed an effective distribution strategy in our postpaid and hybrid segments, through the distribution of contract products and services in our franchise channel (which accounted for approximately 47% of postpaid sales by value as at December 31, 2016), our retail channel and our wholesale channel, with a growing focus on direct sales through our own in-house sales force.

• Our entry into the Handset Financing Arrangement in August 2015 has enabled us to better meet customer demand for handsets (where we were previously unable to do so) and offer higher value handsets, increasing net additions in contract subscribers.

• We believe the growth in our postpaid and hybrid subscriber bases has also benefited from partnerships and strategic alliances with operators of OTT services such as WhatsApp and Facebook.

Wholesale:

• As at December 31, 2016, we had six MVNOs and 1.4 million MVNO subscribers active on our network. We have put significant effort into expanding our reach to customers through relationships with MVNOs, like FNB, Virgin Mobile and MVN-X. MVNOs contract directly with subscribers to provide mobile services hosted on our mobile network. We have also created a successful hosting platform for MVNOs, which allows us to efficiently add new MVNOs to our network with decreased need for customization. The MVNO partnerships allow us to leverage our network to access additional revenue streams with relatively low incremental administrative costs and risks, allowing us potentially to reach a more diverse base of subscribers. For example, our MVNO relationship with FNB provides targeted access to more than 600,000 subscribers and our MVNO relationship with Virgin Mobile provides us with targeted access to more than 460,000 subscribers. We believe that the investments we have made in our focused approach to MVNO partnerships will provide us with a competitive advantage as the market continues to diversify.

We believe that there are opportunities to further increase our market share in the South African mobile market, including as a result of expected growth in demand for data services, and we intend to leverage our extensive and integrated distribution network and strategic partnerships to achieve market share growth.

Our selective deployment of capital expenditures on our nationwide networks, supported by roaming agreements and our spectrum portfolio, enable us to offer, or benefit from, attractive and competitive services.

Our selective deployment of capital and strategically focused capital expenditures enable us to provide mobile voice and data services through a combination of our own LTE-Advanced network that overlays our LTE, 3G and 2G networks, as well as under national and international roaming agreements with telecommunications operators to allow such operators’ customers to roam on our network and our customers to roam on their networks. Our investment in developing our network has been strategically focused in major metropolitan areas in South Africa. At the national level, we benefit from the Vodacom National Roaming Agreement, which enables us to route, especially in outlying areas, our customer traffic (voice and data roaming) on Vodacom’s network. We renegotiated our Vodacom National Roaming Agreement in June 2015, which has no maximum term but may be terminated no earlier than 2020 by either party subject to two years’ prior notice, to include 3G voice and data roaming services (to offer the same coverage as Vodacom and provide for full use of Vodacom’s national network) with significant reductions in unitary pricing per megabyte and per minute. This has enabled us to offer more cost-effective 3G mobile coverage for customers in outlying areas where we do not have network coverage, resulting in an uplift in 3G traffic and improved customer experience on the one hand and, on the other hand, optimization of the use of our roaming agreement by actually disabling roaming functions in areas where our network coverage has reached sufficient capacity, stability and quality. Our roaming

arrangements with Vodacom enable us to provide national coverage in areas with lower population density, where it is more expensive for us to deploy our own network due to relatively lower costs of roaming. This provides us with cash flow flexibility, as well as costs savings on energy, transmission, site rental and maintenance costs and enables us to focus our investments on providing the latest technologies and services to our subscribers, such as the introduction of LTE and LTE-Advanced services. As at December 31, 2016, we carried approximately 90% of all traffic (85% of voice traffic and 90% of data traffic) on our own network; the balance was routed on Vodacom’s network.

Over the last few years, we have implemented various initiatives to improve the stability, quality, capacity, speed and coverage of our network with the rollout of an LTE-Advanced network that overlays our LTE, 3G and 2G networks. We believe these initiatives have resulted in an improvement in the stability, quality, capacity, speed and coverage of our network, with fewer network-related service complaints year-on-year. Our call drop rates have declined from 1.37% of all calls as of January 2014, to 0.79% of all calls as at December 31, 2016. In addition, we experienced a 67% increase in total data consumption in 2016 compared to 2015 and a 67% increase in total data consumption in the twelve months ended December 31, 2016, compared to the twelve months ended 31 December, 2015, which we believe stems from our improved network and rollout of LTE and LTE-Advanced networks.

• Following a period of significant capital expenditure since 2010 (R11.6 billion between 2010 and December 31, 2016), which was funded by a combination of equity contributions from OTL and debt, our network has been upgraded and expanded to include 4,992 BTSs as at December 31, 2016 (up from 2,961 as at December 31, 2010), 4,882 of which were 3G-enabled. As at December 31, 2016, our 3G network covered 81% of the population. In addition, as at December 31, 2016, we had access to 42 base station controllers (“BSCs”) and 41 radio network controllers (“RNCs”) across 18 locations in South Africa, respectively.

• We believe that we have optimally managed the timing of our rollout of LTE and LTE-Advanced networks, with 1,027 sites having been upgraded for LTE in 2015, as against our planned upgrade of 550 sites for the year (2,573 sites as at December 31, 2016), and 2,130 sites having been upgraded for LTE-Advanced as at December 31, 2016. Our LTE and LTE-Advanced networks cover 18.5% of the South African population as at December 31, 2016. We initially focused our LTE rollout efforts in Gauteng, KwaZulu-Natal and the Western Cape, as these areas have large urban populations and represent some of the most affluent neighbourhoods in South Africa, with coverage across these three key metropolitan areas. We also initially focused our LTE-Advanced rollout efforts in Gauteng and Cape Town, two key metropolitan areas, and KwaZulu-Natal, with such rollout currently ongoing.

• The implementation of a regional network strategy enables us to provide coverage where it is needed most and to benefit from economies of scale. We also benefit from flexible supply arrangements with Huawei and ZTE, our principal suppliers, which we believe facilitates accelerated growth in our LTE and LTE-Advanced rollout strategy.

Moreover, we have access to 76MHz of duplex spectrum, comprising 2x11MHz (900 MHz), 2x12 MHz (1,800 MHz) and 2x15 MHz (2,100 MHz) bands. We also have access to a 7 GHz fixed radio frequency spectrum license and 10.5 GHz, 15 GHz and 38 GHz fixed link network licenses to support our microwave transmission network. We believe that our relative extra spectrum availability as compared to our competitors (we have the same amount of spectrum as our larger competitors, but with fewer customers, as a result of which we have more spectrum available per customer) enables us to actively promote data services to capture growing mobile data demand and gives the us flexibility required to accommodate the technology shift in subscriber handsets and other devices from 2G through 3G to LTE devices.

adhere to stringent project acceptance criteria, maintaining a maximum level of cost incurred per household passed before committing to a fibre build-out. Our FTTH build-out consists of a mix of fibre to the building (“FTTB”) and FTTH technology, which is ultimately implemented depending on the economics and density of the area. We began our FTTH rollout in 2016 and we believe that this fixed-line network provides us with an attractive value proposition, enabling us to benefit from the ongoing shift from other broadband technologies to FTTH as customers demand higher speed technologies, as well as cheaper access to data as demand for content and streaming grows. We see opportunities to drive revenue growth as a result of low broadband penetration in South Africa and the laying of national and international cables (South Africa has a relatively low rate of fixed- line telephony, with approximately 8% market penetration in terms of fixed-line connections in 2015 (source: International Telecommunications Union) and the rollout has been slow.

We have a track record of implementing initiatives to achieve cost savings and operational efficiencies.

We have improved our earnings and cashflows in recent years by reducing our operating costs within our business through a number of measures, including, most significantly, proactively engaging with our regulators and more generally with industry players, as a challenger mobile operator, to achieve greater asymmetric regulatory treatment (which resulted in the evolution of asymmetric MTRs) and more pro-competitive regulatory treatment (which, for example, led to a reduction in the amount paid to incumbent operators for site rentals), as well as launching our operational efficiencies programme in 2014, which we continued to implement in 2016, pursuant to which we:

• rationalized our network expenditures, which included a programme of rationalizing under-performing BTSs and decommissioning such sites, reducing site rental and maintenance costs, substantially reducing site rentals on other sites (including via renegotiation of existing contracts and moving contracts from legacy suppliers to new suppliers), and implementing cuts in transmission expenses. We achieved a reduction in our network expenses from R1,909 million in 2014 to R1,851 million in 2015 and R1,793.9 million in, 2016; • rationalized our procurement process, including setting up a committee for consideration and approval of operational expenditures, which has contributed to the reduction of operating expenses from 128.2% of our service revenue in 2014 to 124.0% in 2015 and 115.4%in 2016; • renegotiated roaming costs under our Vodacom National Roaming Agreement; • rationalized our incentivization programme in our distribution channels which led to a review of the ongoing revenue and upfront connection bonuses, introduced performance measures in respect of annual volume rebates and increased the period during which we could clawback incentive bonuses to reduce subscriber acquisition costs (“SAC”) and bad debt customers. We achieved a reduction in our bad debt expense from R268.8 million in 2014 to R174.3 million in 2015 and R92.7 million in 2016; • gradually reduced ongoing revenue payable on the device portion of monthly subscription fees to zero percent across all of our distribution channels; • discontinued our offer of high-end handsets on low-end entry-level packages; • eliminated subsidies on prepaid handsets; • rationalized our headcount, thereby increasing our total personnel costs (excluding bonuses and incentives) from R481 million for the twelve months ended December 31, 2015 to R560 million for the twelve months ended December 31, 2016. Excluding performance bonuses (which were not made available in 2014), our total administrative expenses slightly increased from R1,896 million to R1,988 million for the twelve months ended December 31, 2016 compared to the twelve months ended December 31, 2015, due to the decline in salaries and wages; and

• implemented a range of measures to reduce our SAC as a percentage of our total revenue (from 8% in 2014 to 5% in 2015 and 4% in 2016), including offering lower subsidies on handsets and reallocating SAC and bad debts due to the Handset Financing Arrangement.

We have an experienced management team with a proven industry track record and further aligned interests.

comparing each quarter to the corresponding quarter in the prior year), achieved a turnaround of our EBITDA margin from 7.4% in 2013 to 14.7% in 2015 and 21.2% in 2016, as well as successfully grown our market share between 2012 and 2015, in terms of reported active mobile subscribers, from approximately 11.6% to 16%, and in terms of reported total mobile service revenue, from approximately 9.2% for 2012 to 11.6% for 2016.

Our Chief Executive Officer, Jose Dos Santos, has over 20 years of leadership and experience in the telecommunications industry, having served as part of the Vodacom management team for 8 years. Our Chief Financial Officer, Tyrone Soondarjee, joined us on 1 July 2017 and has 30 yeas of experience in the financial services industry. Our Chief Strategy Officer, Robert Pasley, has experience in finance and telecommunications since before the launch of mobile communications in South Africa, having served at Vodacom for 11 years. Our management team played a pivotal role in devising and implementing our customer-oriented turnaround strategy and have focused on innovative ideas and taking swift action to allow these ideas to flow to the market quickly.

While we believe that our experienced management team has already demonstrated its ability to grow our business, for example, through rebranding, innovation, distribution channel expansion, strategic partnerships, network improvements and achieving cost savings and operational efficiencies, their investment in our shares as part of the Cell C Recapitalization has further aligned our interests and incentivised them to achieve our growth strategies.

Strategy

We intend to enhance revenue and cash flows by strengthening our position in the South African mobile telecommunications market and focusing on profitable growth opportunities, with the objective of becoming a profitable third operator in our market. We aim to significantly increase our share of the market by drawing customers from our competitors through strong subscriber growth and stable ARPUs, as well as achieve cost savings and operational efficiencies to improve our profitability. Based on the strengths discussed above, we believe that we are well positioned to deliver on the following strategies. We intend to continue to focus on value leadership (rather than price leadership) and innovation, providing our subscribers more content (minutes, SMS, MMS, Data) than what our competitors offer for the same price, while keeping our ARPU comparable to that of our competitors. We also intend to continue to improve the quality, capacity, speeds and coverage of our network, increase our focus on higher margin segments and our data offering, optimise our distribution channel and strategic relationships with operators of OTT services and MVNOs in particular, implement initiatives to encourage customer retention and improved customer experience and focus on maintaining and achieving further cost savings and operational efficiencies. We believe that certain segments of the mobile communications market in South Africa are largely saturated in terms of users and that increasing our market share will necessarily involve churning customers away from our competitors.

We believe the Cell C Recapitalization, both in terms of the improvement to our balance sheet and the prospective strategic relationship with our new principal shareholder, provides us with a compelling value proposition that we were unable to achieve with our historical balance sheet position. We expect that the significant deleveraging that we achieved pursuant to the Cell C Recapitalization will improve our operating cash flow as well as our profitability. We also expect it to better position us for sustainable growth and provide us with greater scope to further align our interests with our suppliers and distributors and forge strategic relationships with third parties, including potentially our competitors, with the ultimate objective of growing our revenue and achieving cost savings and operational efficiencies. We expect to have greater capacity to invest in growth initiatives, including capital expenditures to fund network improvements. Our improved balance sheet has reduced management’s focus on addressing our capital structure and on fund-raising efforts, enabling them to instead focus on achieving our strategies. We believe M5 and MS15’s investment in our share capital has incentivised management and our employees and in the case of management is designed to retain executives for at least five years to support the implementation of our strategy. OTL will no longer guarantee our debt obligations following the Completion Date. We also believe the Cell C Recapitalization has provided a compelling value proposition for Blue Label and us.

Leverage our position as a challenger operator to improve our competitive position.

We will seek to drive further improvements in the shape and contours of the South African mobile market, to enable us to be more effective competitors and better serve consumers. To this end, we will continue to proactively engage with our regulators and avail ourselves of regulatory and judicial remedies to help improve our competitive position in the South African mobile market, such as in respect of MTRs, pricing asymmetry, pricing of and access to infrastructure and spectrum, roaming rates, handset subsidies and transparency of pricing.

Increase revenue market share by further developing our product offerings and evolving our revenue mix, with a focus on higher margin segments while continuing to grow our prepaid segment.

In terms of mobile service revenue, we had an estimated 11.6% market share for 2016. Our goal is to increase our revenue market share to 15-18% in the medium term and 18-20% in the longer term, by focusing on quality, service, innovation and human capital. We intend to focus on continuing to increase the quality of our subscriber base mix and achieve revenue growth in our higher margin segments, including our contracts and wholesale segments, that provide higher ARPU, lower churn and longer term revenue streams, while continuing to pursue revenue growth in our prepaid segment. We have also set up new business units and a dedicated salesforce, together with targeted marketing and distribution initiatives, aimed at acquiring high-end consumers.

Prepaid. We intend to pursue revenue growth in our prepaid segment, which has historically underpinned our revenue growth and been the central pillar of our business, accounting for 52% and 54% of our revenue (excluding equipment revenue) for the year ended December 31, 2015 and the year ended December 31, 2016, respectively. To achieve this, we will focus in particular on value leadership (rather than price leadership) and innovation, providing our subscribers more content (minutes, SMS, MMS, Data) than what our competitors offer for the same price, targeting a small increase in ARPU, and capitalizing on the anticipated increase in demand for data services, which we expect will result in small increase in ARPU in the short-to-medium term and more than offset the anticipated decline in voice and SMS traffic. We will seek to leverage our relationships and aligned interests with distributors, particularly with our incoming shareholder, Blue Label, whose interests we expect to be significantly further aligned with ours following the Cell C Recapitalization, to drive growth in this segment, and we will also seek to continue to leverage our relationships with operators of OTT services to drive data traffic. By providing high levels of service to prepaid subscribers, we aim to increase their loyalty to our brand and to migrate them to contract tariff plans. At the same time, we believe that the prepaid market, due to its attractive low entrance price will continue to remain popular in South Africa and we will continue to offer products and services that will attract new prepaid subscribers, with a particular focus on growing our core prepaid subscriber base.

Contract. We historically have suffered significant churn in our postpaid subscribers, in large part due to unfavourable customer experience with our network. With a renewed focus on growing our contracts segment, we will seek to reduce churn of postpaid subscribers from 47% as at December 31, 2016, to 17% by 2020, and churn of hybrid subscribers from 34.3% as at December 31, 2016, to 15% by 2020, through a series of initiatives. These initiatives include anticipated reductions in prices, improvements to our customer service (including through dedicated customer service initiatives such as our VIP exclusive customer service for high- spend customers) and improvements to our network to support our services (particularly in our core metropolitan areas) and improve customer perception of our network. In addition, we will seek to further optimise our distribution channels to enhance our physical presence in the market (including insourcing of our franchise stores and increasing the number of stores that we own, providing us with greater control over marketing of our products and services, availability of handsets in-store, employee training and enabling us to improve customer service and experience), leverage the Handset Financing Arrangement to improve availability of higher-end handsets (and create a more level playing field with our principal competitors), and leverage our relationships with operators of OTT services to drive data traffic (to offset expected loss of voice revenue) and churn subscribers away from our competitors.

While we will focus more on the postpaid component of our contract segment, we also intend to improve performance in our hybrid segment following weaker historical performance in an up-selling sales initiative to new and existing prepaid customers. We anticipate that changing consumer habits and increasing price consciousness within the South African mobile market may encourage potential customers to shift to hybrid products instead of pure postpaid products. We will focus on seeking to acquire hybrid subscribers from our competitors by offering better value and to grow our core base by shifting our focus away from the less valuable on-seller model to targeting retail customers.

arrangements. We will continue to deploy our hosting platform for MVNOs to add new MVNOs to our network and leverage their brands to access greater revenue streams with relatively low incremental administrative costs and risks.

Equipment. We expect our revenue from the sale of equipment (principally smartphones and tablets) to grow as we grow our contracts revenue, which we expect to be supported by the Handset Financing Arrangement.

Focus on further improving and expanding our network and improving customer satisfaction through operational excellence.

We believe we have a strong network infrastructure and have plans to further develop our mobile and fixed-line networks to meet the growing demand for data services, to improve customer experience and to continue to change customer perception of the quality of our network. We intend to achieve this by deploying significant further investment towards strengthening and expanding our network as well as further aligning our interests with key suppliers or our network equipment and maintaining the flexibility to tailor our investments depending on our operational performance. In the coming years, we expect to continue the historical levels of capital expenditures (though we expect these to reflect a smaller percentage of revenue as a result of our targeted revenue growth), as we transition to LTE and LTE-Advanced technology, including building 1,350 new sites by 2019 that will be active with LTE-Advanced, LTE, 3G and 2G technology; completing our targeted fibre build- out at our sites that is expected to be provided with LTE and LTE-Advanced equipment (currently 22% of our sites would require fibre to be deployed before going on air with LTE) and on our fixed-line network, and replacing existing architecture with new architecture to achieve synergies in our transmission network. We intend to continue to focus on providing LTE and LTE-Advanced coverage in key metropolitan areas where it is needed most and to benefit from economies of scale, while leveraging our existing 3G network and roaming agreements to provide coverage in outlying areas. We will consider further roaming arrangements as a function of our coverage plan while we maintain the plan of disabling access to roaming in areas where our network coverage has reached sufficient capacity, stability and quality.

In addition, we intend to consider suitable arrangements to further rationalise and optimise our network, including for example, further decommissioning of under-performing BTSs as well as possible passive infrastructure sharing with other operators, which should result in cost savings and operational efficiencies and, to the extent that we are permitted to do so in the future, active network infrastructure sharing with other operators, which should result in more significant cost savings and operational efficiencies as well as increased speeds. We may also consider bilateral roaming arrangements with other operators to improve network capacity.

We also intend to continue optimizing our spectrum. With the decline in traffic from 2G handsets on our 2G network (65% of all data traffic on our 2G network was generated by 3G devices as at December 31, 2016), we intend to refarm our existing 2G spectrum and reallocate it in LTE and LTE-Advanced areas and, to a lesser extent, 3G areas, to support growing demand for data services. On July 15, 2016, ICASA issued an invitation to apply (“ITA”) by way of an auction for wireless broadband spectrum licenses in the 700MHz, 800MHz and 2.6GHz range (the “Spectrum Auction”). This spectrum would allow us to cost-effectively increase capacity on our network, although we do not envisage requiring the spectrum in the short-to-medium-term. As we expand our range of services, we may require additional capacity. See “Risk Factors – Risks Relating to our business and industry – Spectrum limitations may adversely affect our ability to provide mobile services to our customers or to gain new customers.” The Spectrum Auction was challenged by the Minister of Telecommunications and Postal Services (the “TPS Minister”) and us in August 2016 when we both launched urgent review applications in the High Court in South Africa. The applications sought to interdict ICASA from proceeding with the Spectrum Auction (“Part A of the proceedings”) pending the determination by the High Court of the legality of the ITA (“Part B of the proceedings”). Judgment in the Part A of the proceedings was handed down on September 30, 2016; the TPS Minister and we were successful in our applications and ICASA was interdicted from proceeding with the Spectrum Auction pending a determination of Part B of the proceedings. We expect Part B of the proceedings to be heard by the High Court in the second or third quarters of 2017. On February 9, 2017, ICASA published a notice in the Government Gazette whereby it indefinitely deferred the timetable for the Spectrum Auction. On October 3, 2016, the TPS Minister issued a National Integrated ICT Policy White Paper (“White Paper”) that deals with the issuing of high demand spectrum and does not appear to favour an auction process. ICASA will have to consider any policies contained in the White Paper or any policies or policy directives that flow from the White Paper when it eventually issues the high demand spectrum. If, and when, ICASA issues the high demand spectrum licenses in the 700MHz, 800MHz and 2.6GHz range, we will consider participating. Our ability to obtain the additional spectrum may be limited by competition or financial constraints.

A key part of our strategy involves continuing to improve customer satisfaction through operational excellence, so as to reduce churn. We will continue to strive to provide consistent, high-quality services for our customers. We will continue our brand repositioning efforts and make further investments in our customer service, implementing a number of further measures to improve customer service and experience. For example, we intend to increase our points of sale across South Africa, in particular insourcing of our franchise stores and increasing the number of stores that we own, to ensure that we have greater control over the availability of handsets and employee training, and to ensure close customer proximity. Likewise, we will continue to focus on improving the experience at all customer touch points, including contact centres, billing and end-to-end processes. Moreover, we will continue to implement and develop our churn programme (which currently comprises 21 short, medium and long-term initiatives based on an empirical root cause analysis of churn) to address both voluntary and involuntary churn in our postpaid and hybrid subscriber bases. We also deploy various tools and retention deals in an effort to retain our customers. We will continue to implement our upgrade plan for priority BTS sites that suffer from the highest rates of churn.

Continue to improve our data offering to capture projected demand.

While non-traditional voice services utilizing VoIP, and OTT applications as alternative technologies to mobile voice and messaging (SMS/MMS), are expected to continue putting pressure on our historical voice-led model of revenue generation, we aim to capitalize on the fast-growing penetration of smartphones and tablets in South Africa, the increased popularity of social networks, non-traditional voice services utilizing VoIP, and OTT applications, and the accompanying increased mobile data usage.

In South Africa, we have seen a strong uptake by subscribers of smartphones, and for the year ended December 31, 2016 approximately 82% of handsets sold to our contract subscribers were smartphones. In addition, we believe that the decline in prices of smartphones over time will continue to drive smartphone penetration, in a market where historically smartphones were unaffordable for a majority of our subscriber base. Smartphone users typically add a data plan to their voice and SMS packages and we expect this trend to continue. We historically have been under-represented in this segment (during 2016, we believe we had the lowest proportion of total service revenue attributed to data of the four market participants), due to our low penetration of the commercial market and limited ability to offer smartphones in the period prior to our recent Handset Financing Arrangement. We expect to grow our mobile data revenue from 37% of our service revenue as at December 31, 2016, with a target of reaching approximately half of our service revenue across all products by 2020. The growth in demand for data services will be critical to the profitability of our postpaid services, with data expected to shift from ARPU of approximately R100 per month in 2016 to a target of approximately R140 per month by 2020.

We will seek to enhance our position as a leading data provider by offering new Internet of things (“IOT”) and value-added services for both the consumer and enterprise markets, streaming content services for all market segments (including content that is exclusive to us), achieving price sustainability for data, introducing entry level data-enabled devices and continuing to offer a wide range of affordable and high end smartphones and non-handset devices ranges, such as tablets, dongles and wearables, which will be facilitated by the recent Handset Financing Arrangement. For example, we recently launched our “Break The Net Cell C Reality” digital reality show proposition, which enables customers to upload videos through the “Break The Net Cell C Reality” mobile application and which designates weekly tasks to be achieved by the top 30 contestants (based on number of views). Contestants are positioned based on the number of times that their content is viewed. This proposition is the first of its kind in the South African telecommunications market and reflects our entry into the content space, as part of our efforts to produce our own unique content that is differentiated from other content providers in the market. Further, we will seek to launch our own entertainment platform in the latter part of 2017, which will bring us into the video on demand space and allow us to engage with our customer base and offer relevant content. These initiatives should provide us with an additional revenue stream and the ability to leverage mobile advertising opportunities.

In addition, we aim to capitalize on fixed line and fixed mobile substitution trends, including growing demand for higher speed technologies as well as less expensive access to data, and the accompanying increased data usage over fixed-lines. We believe that FTTH represents a potentially significant opportunity for growth, as currently only approximately 150,000 fibre lines are deployed in South Africa. We intend to leverage our partnerships with infrastructure providers to promote and extend our FTTH offering, with the aim of increasing our market share in this market. Moreover, we will continue to launch promotional and social media campaigns in an effort to drive customer acquisitions and encourage greater demand for data services. We also are seeking to leverage our LTE and LTE-Advanced technologies to tap into the fixed market, by introducing packages as

an alternative to FTTH where it is not available and higher speeds and uncapped data are required to access streaming and digital services.

The trend towards growing demand for mobile data and fixed broadband is expected to stimulate the growth of mobile unique user penetration, a change in the mix of ARPU with a saturation-based reduction in voice mobile revenue and increase in data and value-added services revenue.

Optimise and strengthen our distribution networks, strategic relationships and key partnerships.

We intend to further optimise our distribution channels, with our principal focus on our distribution relationship with Blue Label and the optimization of our retail channel. The addition of Blue Label as one of our principal shareholders provides Blue Label with significant incentive from a distribution perspective. We intend to work closely with Blue Label to facilitate greater operational efficiencies and provide us with opportunities to realise synergies in product distribution and market positioning, as well as information sharing. We believe the strategic partnership with Blue Label is also likely to better position us to understand and influence more of the steps required to take an innovative product or service to market and be able to offer innovation that is relevant, timely and more responsive to our customers’ needs. In addition, we would seek to benefit from their connectivity within the postpaid environment in South Africa. We also intend to further develop and leverage our telesales channel, including our internal inbound and outbound call centres, as well as our online sales channel, to increase the sale and visibility of all of our offerings. We plan to enhance our new website over the coming months, to improve customer experience with the aim of increasing conversion of online sales.

In the retail channel, we intend to rationalise our franchise model and increase our store footprint, with the aim of having approximately 20% of stores in our retail channel owned and managed by us by the end of 2016. This will improve our physical presence in the South African market and ensure that we have greater control over the availability of handsets and employee training and better proximity to our customers, enabling us to better manage customer experience and improve customer access to, and knowledge of, our product and service offerings.

In the wholesale channel, we intend to leverage our hosting platform for MVNOs to develop new strategic relationships, with the aim of significantly growing revenue in our wholesale segment.

We plan to nurture our existing partnerships, including with operators of OTT services and to continue to explore additional partnership opportunities, including with content providers, targeted at developing an innovative product and services offering, and capitalizing on anticipated growth in demand for data services.

Focus on operating our business in a lean and cost-efficient manner.

We are focused on maintaining and achieving further cost savings and operational efficiencies in our business in an effort to increase our operating margins. We plan to continue conducting a systematic review of our cost base at all levels and to implement operational efficiencies where appropriate.

Our cost structure is largely variable in nature, with approximately 30% of our cost base being fixed, 40% being partially variable and 30% being fully variable. In an effort to reduce our costs, we intend to focus on reducing the level of variable costs associated with incentivizing our distribution channels and strategic partners by leveraging our improved capital position and, in particular, our relationship with Blue Label, following the Cell C Recapitalization. We will also seek to further optimise our distribution network; we expect that our distribution model will remain focused on our informal channel, with shops that utilize their footprint and dedicated instore concept, thereby minimizing our operational costs, as well as the retail channel, where we intend to increase our store footprint, with cost savings achieved in the rationalization of our franchise model being deployed towards expanding our store footprint. In addition, we will continue to further optimise and rationalise our network, principally targeting the reduction in our spend on property and site rentals, which has been significant, as well as further rationalization of under-performing BTSs and network equipment. We intend to continue actively building our own infrastructure to reduce our reliance on third-party infrastructure and, consequently, our long-term spend on property and site rentals. We may also consider suitable arrangements such as passive infrastructure sharing with other operators, to target cost savings and operational efficiencies and, to the extent that we are permitted to do so in the future, active network infrastructure sharing with other operators, which should result in more significant cost savings and operational efficiencies. Should our revenue growth not meet our expectations, we may consider scaling back on our network capital expenditures in the medium term.

We intend to control our SAC (including through growth in our wholesale channel using MVNOs to acquire and up-sell to customers at a relatively low cost to us) and continue to implement initiatives to improve our debt collection function and engagement with customers in respect of involuntary churn (to reduce our level of bad debt net of recoveries (which amounted to 2% of our service revenue in 2016)). We currently spend a significant amount on roaming arrangements (we spent R853 million on roaming arrangements for the year ended December 31, 2016) and we intend to explore alternatives to that infrastructure investment and options to reduce unitary national roaming pricing. We anticipate that we should be able to achieve further cost savings, in part driven by the shift from voice services to data services, which should reduce roaming costs.

Moreover, while we intend to continue growing our marketing and advertising spend to support our growth initiatives, we intend to reduce the share of marketing and advertising as a proportion of our service revenue (which amounted to 7% of our service revenue in 2016), which have historically been high as a result of our efforts to change market perception of our brand over the past few years, by focusing increasingly on our presence in the online market.

We are on the last year of the MTR glide path for the reduction of wholesale MTRs and wholesale fixed termination rates, which provide us, as a challenger operator in the mobile market, with the advantage of asymmetric MTRs above the MTRs charged by the incumbent operators. We intend to proactively engage with our regulators when they revisit wholesale rates, and will continue to engage with ICASA to push for continued asymmetry as one of several pro-competitive measures.

We expect that the Cell C Recapitalization will also help us improve and align our interests with our partners, suppliers and distributors, including further aligning our interests with Blue Label, and forging strategic relationships with third parties to achieve cost savings and operational efficiencies.

Recent Trading

For the year ended December 31, 2016, we continued to experience growth in our revenue compared to the year ended December 31, 2015. Growth in our mobile service revenue was driven by continued growth in prepaid revenue and a particularly strong performance from the wholesale segment, which more than offset the marginal decline in revenue from our contracts segment. Growth in our equipment revenue was driven by an increase in our margins on handset sales.

For the year ended December 31, 2016, we experienced a small increase in our operational expenses compared to the year ended December 31, 2015 (including as a percentage of our service revenue) as a result of an increase in dealer support, shop rental expenses, network site maintenance and salaries.

The EBITDA target for 2016 was achieved and we believe that we are on track to deliver our budgeted EBITDA for the year ended December 31, 2017.

Summary Corporate and Financing Structure

The diagram below illustrates, in simplified form, our corporate and financing structure after giving effect to the Cell C Recapitalization and the Arrangement.

Final Transaction Structure:

(1) MS15 (through which Cell C employees beneficially own shares in Cell C and which is expected to qualify as being held by historically disadvantaged individuals for BEE purposes) beneficially own 5% of our ordinary shares (in the form of Class A ordinary shares) following the Completion Date. See “The Cell C Recapitalization.”

(2) Members of our senior management (M5) beneficially own 5% of our ordinary shares (in the form of Class B ordinary shares) following the Completion Date. See “The Cell C Recapitalization.”

(3) 3C Telecommunications Proprietary Limited is a holding company in which OTL has a 75% beneficial interest through (i) Lanun, a wholly owned subsidiary of OTL that directly holds 15% of 3C, and (ii) OTSA, a wholly owned subsidiary of OTL that indirectly holds 60% of 3C. CellSAf, a BEE consortium in South Africa, owns the remaining 25% of 3C. Following the Completion Date, 3C beneficially owns 30% of our ordinary shares through SPV1, SPV2 and SPV3, which will each hold Class A ordinary shares. See “The Cell C Recapitalization.”

(4) Blue Label, via a subsidiary, invested R5.5 billion in our equity as part of the Cell C Recapitalization. Following the Completion Date, Blue Label beneficially owns 45% of our ordinary shares (in the form of Class A ordinary shares).

(5) Net1 invested R2 billion in our equity as part of the Cell C Recapitalization. Following the Completion Date, Net1 beneficially owns 15% of our ordinary shares (in the form of Class A ordinary shares).

(6) The Notes are guaranteed on a senior secured basis by the Guarantors. As of the Completion Date, all of our Subsidiaries are Guarantors. As at December 31, 2016, the Issuer and the Guarantors, collectively, represented 100% of our total assets on a consolidated basis and 100% of our total liabilities on a consolidated basis. The Guarantees are subject to certain limitations under applicable law.

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(7) Due to South African law governing the creation and perfection of security interests, the security interests in the Collateral was not granted directly to the Holders, but was granted only in favor of a special purpose vehicle formed under the laws of South Africa, Micawber 405 (RF) Proprietary Limited, a limited liability company organized under the laws of South Africa, with registration no. 2005/000415/07 (the “Security SPV”), on an equal and rateable basis for the benefit of the Notes, the Senior Lenders under the Senior Facilities and the Hedge Counterparties under the Hedging Arrangement (each as defined below). The Security SPV guarantees each of the foregoing and will be indemnified by us in respect of such guarantee, which indemnity is secured by the Collateral.

(8) The Notes are the senior secured obligations of the Issuer and are guaranteed on a senior secured basis by the Guarantors. As of the Completion Date, the obligations of the Issuer and the Guarantors under the Notes, the Trust Deed and the Guarantees, as applicable, are secured by first ranking security interests (the “First Ranking Security Interests”) on an equal and rateable basis with the lender(s) under the CDB Facilities, the ICBC Facilities, the Nedbank Facility and the DBSA Facility (such facilities, together, the “Senior Facilities” and such lenders, together, the “Senior Lenders”) and counterparties to certain hedging obligations (as such counterparties have acceded to the Intercreditor Agreement) (such hedging obligations the “Hedging Arrangement” and such counterparties, the “Hedge Counterparties”), in collateral that consists of substantially all of the existing and after- acquired personal property and the other assets of the Issuer and the Guarantors (as defined below), to the extent such assets are assignable (such rights and interests, together with all other rights, interests and assets that from time to time secure the Notes and the Guarantees (as defined below), the “Collateral”).

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The Notes

The summary below describes the principal terms of the Notes. Certain of the Terms and Conditions of the Notes described below are subject to important limitations and exceptions. The “Terms and Conditions of the Notes” section of these Listing Particulars contains a more detailed description of the Terms and Conditions of the Notes, including the definitions of certain terms used in this summary.

Issuer ...... Cell C Limited (Registration No. 1999/007722/06) (formerly Cell C Proprietary Limited, having changed its name on 7 August 2017).

Notes ...... $184,002,000 in aggregate principal amount of 8.625% First Priority Senior Secured Notes due 2 August 2020.

Issue date ...... 2 August 2017 (the “Issue Date”).

Issue price ...... 100%.

Maturity date ...... 2 August 2020 (the “Maturity Date”).

Interest rates and payment dates ...... The Notes bear interest at, a rate of 8.625% per annum, payable semi-annually in arrears on June 1 and December 1 of each year, beginning on 1 December 2017. Interest on the Notes accrue from the Issue Date.

Denomination ...... The Notes have been issued in global form in minimum denominations of $1,000 and in integral multiples of $1,000 in excess thereof and are maintained in book-entry form. See “Book-Entry; Delivery and Form.”

Ranking of the Notes ...... The Notes: • are general senior obligations of the Issuer; • as of the Issue Date, are secured on a first ranking basis (as described below under the caption “Security”); • are secured on a first ranking basis by the Collateral; • are fully, unconditionally and irrevocably guaranteed, jointly and severally, on a senior secured basis, by the Guarantors (as described below under the caption “Guarantees”); • are effectively senior to all of the Issuer’s existing and future Indebtedness that is unsecured or is secured on a basis junior to the security granted in respect of the Notes, in each case to the extent of the value of the Collateral; and • rank equally in right of payment with all existing and future Indebtedness of the Issuer that is not subordinated in right of payment to the Notes.

As of December 31, 2016, after giving pro forma effect to the issue of the Notes and the Cell C Recapitalization, as if each had occurred on December 31, 2016, we would have had $447 million of long-term debt, all of which would have been secured, and with no debt incurred by our subsidiaries. See “Risk Factors— Risks relating to the Notes, the Guarantees, our Indebtedness and the Structure.”

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Guarantees ...... As of the Completion Date, the Issuer’s obligations under the Trust Deed and the Notes are fully, unconditionally and irrevocably guaranteed, on a senior first ranking secured basis, jointly and severally, by Cell C Service Provider Company Proprietary Limited (Registration No. 2001/008017/07), Cell C Property Company Proprietary Limited (Registration No. 2001/008003/07) and Cell C Tower Company Proprietary Limited (Registration No. 2009/04432/07) (the “Guarantors”), our wholly owned subsidiaries as of the Completion Date (each, a “Guarantee” and together, the “Guarantees”). Pursuant to the Terms and Conditions of the Notes, the Issuer undertakes to procure that any new subsidiary of the Issuer becomes a Guarantor, subject to certain exceptions. See “Terms and Conditions of the Notes”.

As of the Completion Date, all of our Subsidiaries are Guarantors. The Guarantors represent all of our subsidiaries other than the Cell C Foundation, established as a registered non-profit company in 2013, through which we support strategic community service initiatives. Cell C Foundation has no significant assets and does not generate revenue that is consolidated on our balance sheet. As at December 31, 2016, the Issuer and the Guarantors, collectively, represented 100% of our total assets on a consolidated basis and 100% of our total liabilities on a consolidated basis. The Issuer may in the future be required to designate one or more subsidiaries as a Guarantor. The Guarantees are subject to certain limitations under applicable law.

The Guarantees may be released under certain circumstances. See “Terms and Conditions of the Notes.”

Ranking of the Guarantees ...... As of the Completion Date, the Guarantees:

• are the senior obligations of the Guarantors; • are secured on a first-ranking basis (as described below under the caption “Security”); • rank equally in right of payment with all existing and future Indebtedness of each Guarantor that is not subordinated in right of payment to its Guarantee, including any guarantee of the Issuer’s obligations under the Senior Facilities; and • rank senior in right of payment to any and all of the existing and future Indebtedness of each Guarantor that is subordinated in right of payment to its Guarantee. Security ...... As of the Completion Date, the obligations of the Issuer and the Guarantors under the Notes, the Trust Deed and the Guarantees, as applicable, are secured by first ranking security interests (the “First Ranking Security Interests”) on an equal and rateable basis with the lender(s) under the Senior Facilities ((such facilities, together, the “Senior Facilities” and such lenders, together, the “Senior Lenders”) and counterparties to certain hedging obligations (such counterparties having acceded to the Intercreditor Agreement) (such hedging obligations the “Hedging Arrangement” and such counterparties, the “Hedge Counterparties”), in collateral that consists of substantially all of the existing and after-acquired personal property and the other assets of the Issuer and the Guarantors (as defined below), to the extent such assets are assignable (such rights and interests, together with all other rights, interests and assets that from time to time secure the Notes and the Guarantees (as defined below), the “Collateral”).

Under the terms of the Intercreditor Agreement, the Holders will

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receive proceeds from enforcement of the Collateral on a pro rata basis with the Senior Lenders and the Hedge Counterparties in respect of obligations owed to them under the Senior Facilities and the Hedging Arrangement, respectively. See “Description of Other Indebtedness—Intercreditor Agreement.”

The First Ranking Security Interests may be limited by applicable law or subject to certain defenses that may limit its validity and enforceability. The Collateral will not include a security interest in the shares of the Issuer. See “Risk Factors—Risks relating to the Notes, the Guarantees, our Indebtedness and the Structure — You will not have a security interest in certain assets, including the shares of the Issuer, and you may be prevented from selling our business as a going concern.”.

Security SPV ...... Due to South African law governing the creation and perfection of security interests, the security interests in the Collateral have not been granted directly to the Holders, but are granted only in favour of a special purpose vehicle formed under the laws of South Africa, the Security SPV, on an equal and rateable basis for the benefit of the Notes, the Senior Lenders and the Hedge Counterparties. The Security SPV guarantees each of the foregoing and is indemnified by us in respect of such guarantee, which indemnity is secured by the Collateral.

The Trustee is not entitled to take any enforcement action with respect to the security interests in our assets other than through the guarantee from the Security SPV. The Security SPV is instructed exclusively in this regard by the Trustee.

Intercreditor Agreement ...... Each Holder, by accepting a Note, is deemed to have agreed to and be bound by the terms of the Intercreditor Agreement. The Trust Deed is subject to the terms of the Intercreditor Agreement, including, subject to certain exceptions, payment blockage, standstill and turnover provisions, and the rights and benefits of the Holders are limited accordingly and subject to the terms of the Intercreditor Agreement. In addition, the Issuer’s obligations in respect of the Notes may be released in certain circumstances. See “Description of Other Indebtedness—Intercreditor Agreement”.

Optional Redemption ...... The Notes are redeemable at the Issuer’s option, in whole or in part, at any time prior to the Maturity Date, at 100% of their principal amount, with any accrued and unpaid interest and Additional Amounts, if any, to (but excluding) the date of redemption.

Additional Amounts; Tax Redemption ...... All payments in respect of the Notes will be made without withholding or deduction for any taxes or other governmental charges, except to the extent required by law. If withholding or deduction is required by law, subject to certain exceptions, we pay additional amounts (“Additional Amounts”) so that the net amount you receive is no less than that you would have received in the absence of such withholding or deduction.

If certain changes in the law of any relevant taxing jurisdiction become effective that would impose withholding taxes or other deductions on the payments on the Notes, we may redeem the Notes in whole, but not in part, at any time, at a redemption price of 100% of the principal amount, plus accrued and unpaid interest, if any, and Additional Amounts, if any, to the date of redemption.

Certain Covenants ...... The trust deed governing the Notes (the “Trust Deed”) limit the

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Issuer ability to, among other things:

• incur or guarantee additional debt if certain financial ratios are not satisfied;

• create or incur liens; and

• make certain restricted payments in respect of the common share capital of Cell C, including dividends or other distributions.

Each of the covenants is subject to a number of important exceptions and qualifications. See “Terms and Conditions of the Notes.”

Listing and admission to trading ...... There is currently no public market for the Notes. Application has been made to have the Notes admitted to the Official List of the Irish Stock Exchange and to trading on the Global Exchange Market. The Global Exchange Market is not a regulated market pursuant to the provisions of the Markets in Financial Instruments Directive (Directive 2004/39/EC). There is no assurance that the Notes will be listed and admitted to trade on the Global Exchange Market.

Ratings ...... As of the date of these Listing Particulars, the Notes have been rated B and Caa1 by S&P and Moody’s respectively. Each of S&P and Moody’s is established in the EU and is registered under the CRA Regulation. A credit rating is not a recommendation to buy, sell or hold securiites and may be subject to revision, suspension or withdrawal at any time by the assigning rating agency.

Selling and transfer restrictions ...... The Notes and the Guarantees have not been, and will not be, registered under the Securities Act or the securities laws of any other jurisdiction. The Notes are subject to restrictions on transfer and resale. For a description of certain restrictions on transfers of the Notes, see “Notices to Investors” and “Transfer Restrictions.”

No prior market ...... The Notes are new securities for which there is no existing market. See “Risk Factors—Risks Related to the Notes, the Guarantees, our Indebtedness and the Structure—There may not be an active public trading market for the Notes an active trading market for the Notes may not develop.”

Governing Law ...... The Trust Deed, the Notes and the Guarantees are governed by and construed in accordance with the laws of England and Wales.

The security agreements in respect of the Collateral are governed by and construed in accordance with the laws of South Africa.

The Intercreditor Agreement is governed by and construed in accordance with the laws of England and Wales.

Trustee ...... BNY Mellon Corporate Trustee Services Limited.

Paying Agent ...... The Bank of New York Mellon, London Branch.

Transfer Agent ...... The Bank of New York Mellon SA/NV, Luxembourg Branch

Registrar ...... The Bank of New York Mellon SA/NV, Luxembourg Branch.

Listing Agent ...... Arthur Cox Listing Services Limited.

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Risk Factors ...... Investing in the Notes involves substantial risks. You should carefully consider all the information in these Listing Particulars, and, in particular, you should evaluate the specific risk factors set forth in the “Risk Factors” section in these Listing Particulars before making a decision whether to invest in the Notes.

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Summary Historical Financial and Operating Data

The tables below present our summary historical financial data as at and for the years ended December 31, 2016, 2015, 2014 and 2013. The summary historical financial data are derived from, should be read in conjunction with, and are qualified in their entirety by reference to, our Financial Statements. We also present below certain pro forma financial information giving effect to the Cell C Recapitalization. See “Presentation of Financial and Other Information” for further details.

You should read the summary financial data presented below in conjunction with the information contained in the “Presentation of Financial and Other Information,” “Risk Factors” and “Capitalization”

Currency is in millions of rand, unless otherwise indicated.

Consolidated Income Statement Data for the Group

For the year ended December 31, 2016 2015 2014 2013 (R in millions) Revenue ...... 14,646 13,228 11,634 11,502 Other income ...... 247 243 144 1,394 Operating expenses ...... (13,541) (13,016) (12,491) (13,119)

Impairment of property, plant and equipment and intangible assets ...... 17 (380) (576) (67)

Profit/(Loss) before equity accounted earnings, net finance cost and tax ...... 1,336 75 (1,289) (290) Finance income ...... 3,102 774 526 245 Finance costs ...... (3,897) (6,493) (3,170) (3,434) Share of gains/(loss) of investment in joint ventures ...... (72) 149 110 (59) Profit/(loss) before tax ...... 541 (5,644) (3,823) (3,538) Tax income/(charge) ...... 0 - (1,044) -

Profit/(loss) and total comprehensive profit/(loss) for the period ...... 541 (5,644) (4,867) (3,538)

Consolidated Balance Sheet Data for the Group

As at December 31, 2016 2015 2014 2013 (R in millions) Cash and cash equivalents(1) ...... 279 776 1,249 632 Total current assets ...... 4,118 4,660 5,712 5,978 Total assets ...... 15,762 14,903 15,476 16,006 Total liabilities (including obligations under finance 27,450 leases) ...... 27,131 22,117 19,849 Total equity ...... (11,687) (12,228) (6,642) (3,843)

(1) Restricted cash (which relates to short term cash balances blocked for guarantees for handset purchases and lease agreements) amounting to R39,451 as at December 31, 2013 was presented in 2013 under “cash and cash equivalents.”

Statement of Cash Flow Data for the Group

For the year ended December 31, 2016 2015 2014 2013

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(R in millions)

Net cash from/(used in) operating activities ...... 3,993 2,471 1,482 (1,841) Net cash used in investing activities ...... (2,627) (2,442) (2,157) (1,966)

Net cash (utilized)/generated by financing activities .... (1,863) (502) 1,292 3,774

Other Financial Information (unaudited) for the Group

For the year ended December 31, 2016 2015 2014 2013 (unaudited) (R in millions other than ratios) EBITDA(1) ...... 3,106 1,948 424 846 EBITDA margin(2) ...... 21.2% 14.7% 3.6% 7.4% Adjusted EBITDA(3) ...... 3,031 1,844 352 (666) Capital expenditures(4) ...... 2,855 2,559 2,215 2,264

Capital expenditures margin(5) ...... 19.5% 19.6% 19.0% 19.7% Operating free cash flow(6) ...... 251 (401) (1,739) (1,417) Total Debt(7) ...... 17,867 19,093 13,485 12,232 Net Debt(8)...... 17,588 18,317 12,236 11,600 Pro Forma Net Debt(9) ...... 6,000 - - -

Pro Forma Cash Interest Expense ...... 1,064 - - - Ratio of Pro Forma Net Debt to EBITDA ...... 1.93 - - -

Ratio of EBITDA to Pro Forma Cash Interest Expense ...... 2.92 - - - Finance lease liabilities (audited; period end)(10) ...... 1,644 1,437 1,395 1,318

(1) We define EBITDA as (loss)/profit for the period, before net foreign exchange (losses)/gains, finance costs (which includes interest expense and other financial expenses), share of (loss)/profit from equity accounted joint ventures, income tax expense, depreciation and amortization, and impairment charges. EBITDA is not a recognized term under IFRS and does not purport to be an alternative to operating income or cash flow from operations or an indicator of operating and financial performance. We believe that EBITDA is a relevant measure for assessing operating performance because it eliminates variations caused by the effects of differences in taxation, the amounts and types of capital employed and amortization policies and is intended to help investors evaluate the performance of our underlying businesses. Because companies do not calculate EBITDA identically, the presentation of EBITDA may not be comparable to similarly titled measures of other companies. See “Presentation of Financial and Other Information—Non-IFRS Financial Measures.” The following table provides a reconciliation of our IFRS (loss)/profit to EBITDA for the periods indicated.

For the year ended December 31, 2016 2015 2014 2013 (R in millions) Profit/(Loss) for the period ...... 540 (5,644) (4,867) (3,538) Income tax expense ...... - - 1,044 - Net foreign exchange (gains)/losses ...... (2,203) 3,593 1,361 2,309 Finance costs ...... 2,998 2,126 1,281 879 Share of (profit)/loss from equity accounted joint - ventures ...... 0 (110) 59 Depreciation and amortization...... 1,754 1,493 1,138 1,070 Impairment ...... 17 380 576 67 EBITDA (unaudited) ...... 3,106 1,948 424 846

(2) EBITDA margin represents EBITDA as a percentage of revenue.

(3) We define Adjusted EBITDA as EBITDA adjusted for non-operational items, whether exceptional or recurring in nature, which adjustments, for the periods indicated, include deferred revenue, profit from the sale of BTSs to ATC and vendor credits.

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Adjusted EBITDA is not a recognized term under IFRS and does not purport to be an alternative to operating income or cash flow from operations or an indicator of operating and financial performance. We believe that Adjusted EBITDA is a relevant measure for assessing operating performance because it eliminates variations caused by the effects of non-operational items, whether exceptional or recurring in nature, and is intended to help investors evaluate the performance of our underlying businesses. The Adjusted EBITDA measure presented in these Listing Particulars is unlikely to be comparable to similarly titled measures used by other companies. See “Presentation of Financial and Other Information—Non-IFRS Financial Measures.” The following table provides a reconciliation of our EBITDA to Adjusted EBITDA for the periods indicated.

For the year ended December 31, 2016 2015 2014 2013 (unaudited) (R in millions) EBITDA ...... 3,106 1,948 424 846 Vendor Credits(a) ...... (75) (104) - (1,105) Deferred Revenue(b) ...... - (72) (261) Profit on disposal of BTSs to ATC(c) ...... - - (146) Adjusted EBITDA ...... 3,031 1,844 352 (666)

(a) Reflects credits provided to us by various network infrastructure vendors due to their underperformance or failure to perform under the relevant supply arrangements, which credits were recognized as revenue.

(b) Management reconsidered the appropriateness of the recognition of deferred revenue of vouchers that are never utilized by customers (breakage), given the high levels of unearned revenue compared to industry standards, as well as, changes to legislation (enactment of the CPA) where vouchers have no expiration date. It was therefore assessed that breakage would be recognized based on a percentage of voucher sales, and the corresponding unearned revenue would be adjusted to align to industry norms; R261 million of unearned revenue was released in 2013 and R72 million was released in 2014 as a result of this reassessment.

(4) Capital expenditures represent expenditures for the purchase of property, plant and equipment and intangibles.

(5) Capital expenditures margin represents capital expenditures as a percentage of our revenue.

(6) Operating free cash flow represents EBITDA minus capital expenditures.

(7) Total Debt represents our outstanding current and non-current loans and borrowings (including accrued and unpaid interest and prepaid upfront fees), but does not include our obligations under finance leases (including the interest component).

(8) Net Debt represents Total Debt, minus our cash and cash equivalents (including restricted and unrestricted cash).

(9) Pro Forma Net Debt represents Net Debt, adjusted to give effect to the Arrangement and the Cell C Recapitalization, as if each had occurred on December 31, 2016. See “Capitalization” for further information about our Total Debt and adjustments thereto. The following table provides a reconciliation of our Total Debt and Net Debt to Pro Forma Net Debt as at December 31, 2016.

As at December 31, As at December 31, 2016 2016 (unaudited) ($ in millions) (R in millions) Total Debt ...... 1,300 17,867 Cash and cash equivalents ...... (20) (279) Net Debt ...... 1,280 17,588 Offering ...... 174 2,474

Capitalized finance costs - borrowings ...... - - Cash and cash equivalents (pro forma) ...... (7) (100) Settlement of existing Cell C debt ...... (836) (13,962) Pro Forma Net Debt ...... 437 6,000

(10) Finance lease liabilities represent our obligations under finance lease contracts for the acquisition of network equipment and buildings (including the interest portion), based on the present value of payments as at the relevant date.

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Summary Statistical and Operating Data (unaudited)

For information as to how we define and calculate our statistical and operating data, see “Presentation of Financial and Other Information—Key Performance Indicators.”