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1 BD-#29823090-v1

THIS NOTICE IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF NOTEHOLDERS. IF NOTEHOLDERS ARE IN ANY DOUBT AS TO THE ACTION THEY SHOULD TAKE, THEY SHOULD CONSULT THEIR OWN INDEPENDENT PROFESSIONAL ADVISERS. NO SECURITIES TO WHICH THIS NOTICE RELATES HAVE BEEN OR WILL BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933 (THE "SECURITIES ACT") OR ANY U.S. STATE SECURITIES LAWS AND THE SECURITIES MAY NOT BE OFFERED, SOLD, RESOLD OR OTHERWISE TRANSFERRED 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), EXCEPT IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE NEW SECURITIES REFERRED TO IN THIS INFORMATION NOTICE ARE NOT BEING DISTRIBUTED, AND WILL NOT BE DISTRIBUTED, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA OR TO, FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS.

CELL C LIMITED

(incorporated in the Republic of South Africa with limited liability with registered number 1999/007722/06)

NOTICE

to the holders of the

$184,002,000

8.625% First Priority Senior Secured Notes due 2020

ISIN: XS1634003831 / Common Code: 163400383

(the “Notes”)

2 November 2017

Cell C Limited (the “Company”) wishes to update the holders of the Notes (the “Noteholders”) and other stakeholders on certain matters relating to the Company.

Chapter 15 Case

The Company makes reference to its notice dated 21 September 2017, where it announced that, on 20 September 2017, Paolo Pianezze, Robert Killigrew Sabine Pasley and Graham Mackinnon, as the duly appointed foreign representatives (the “Foreign Representatives”), as defined in section 101(24) of the United States Code (the “Bankruptcy Code”), of the Company, filed the Foreign Representatives’ Final Report and Motion for an Order, Pursuant to 11 U.S.C. §§ 350 and 1517 and Federal Rule of Bankruptcy Procedure 5009 Closing the Chapter 15 Case (Case No. 17-11735-mg) (the “Motion to Close”).

On 31 October 2017, a hearing on the Motion to Close was held before the Honourable Martin Glenn, United States Bankruptcy Judge for the Southern District of New York, and, at this hearing, the court issued an order (the “Order”) closing the Company’s Chapter 15 case.

Copies of the Order and all other pleadings in the Chapter 15 bankruptcy case, can be viewed under the Court Docket tab at the following link: http://jndla.com/cases/cellc.

Update on Company’s financial condition

Blue Label Telecoms Limited (“Blue Label”) through its subsidiary, The Prepaid Company Proprietary Limited, is the largest shareholder in the Cell C, holding 45% of the ordinary share capital of the Company. Blue Label is undertaking an investor roadshow and has invited the Company to

http://jndla.com/cases/cellc

2 BD-#29823090-v1

accompany Blue Label on this roadshow. The Company has prepared a presentation for the purposes of the investor roadshow (the Presentation).

The Presentation contains certain non-public information in respect of the Company, and the Company wishes to hereby make available to Noteholders the Presentation, which can be found appended to this Notice.

The Trustee is not responsible for the accuracy, completeness, validity, relevance, sufficiency or correctness of the statements made in this notice (including for the avoidance of doubt any information stated to be provided by the Company) or omissions herein and makes no representation that all relevant information has been disclosed to the Noteholders in or pursuant to this Notice.

This Notice is given by

CELL C LIMITED CORNER MAXWELL DRIVE AND PRETORIA MAIN ROAD, BUCCLEUCH, 2090

REPUBLIC OF SOUTH AFRICA

Email: Mr. Paolo Pianezze ([email protected])

Cell C Limited

Investor Roadshow

2 - 10 November 2017

TABLE OF CONTENTS

01

02

Financial Overview

Post Recapitalisation Governance

Strategy 03

06

05

04

12

20

15

Operational

04 25

Questions 27

Conclusion

07 28 Disclaimer

CELL C PRESENTING TEAM

Robert Pasley - Cell C CSO

A qualified Theoretical Physicist and Chartered Accountant, Robert has combined experience in finance and

telecommunications since before the launch of mobile communications in South Africa.

Robert was involved in the launch of the South African mobile industry, through the development of the

original Vodacom business plans. He remained with Vodacom as Finance Executive and as Director of

Corporate Strategy until 2004.

Robert joined Cell C in 2012 as Chief Strategy Officer and subsequently took on the additional role of Chief

Financial Officer while Cell C was recapitalised. From June 2017 Robert has returned to his preferred role in

strategy.

Tyrone Soondarjee - Cell C CFO

Tyrone, a Chartered Accountant who holds a BCompt Honours, provides 30 years of experience in the

financial services industry.

Before joining Cell C, Tyrone’s decade of distinguished service at the listed Sasfin Group started in 2007 as

the Group’s Chief Financial Officer. In 2010 Tyrone was appointed as the Financial Director.

Throughout his tenure, Tyrone served on several Boards within the Sasfin Group.

Previously, he also held several executive level positions at the Deloitte & Touche Group over a 10 year

period, and was the Financial Director at TNBS Mutual Bank.

3

Financial Overview

SUMMARY 2017 H1 RESULTS

01

02

03

04

Total Revenue

11% R7.7

Billion EBITDA

17% R1.6 Billion

EBIT (4%)

R0.6 Billion

Capital Expenditure

(68%) R561 million

Active Mobile

Subscribers 12%

15.7 Million

Service Revenue

12% R6.3 Billion

05

06

Summary 2017 Results

5

2017 HALF YEAR RESULTS

84% Data Traffic Growth YOY

8.1 Smartphones on our network (million)

Other Key Performance Indicators

H1 2017 H1 2016 Million Var Var %

15.7

2 603

Total Active Subscriber

Data Revenue (R’m)

14.0

1 953

1.7

650

12%

33%

Financial Key Performance Indicators

H1 2017 H1 2016 R’m Var Var %

6 321

1 386

7 707

1 613

605

(588)

Service Revenue

Non-Service Revenue

Total Revenue

EBITDA

EBIT

Net (loss)/profit

5 625

1 338

6 964

1 381

629

3

696

48

743

223

(24)

(591)

12%

4%

11%

16%

(4%)

(>100%)

6

2017 HALF YEAR RESULTS

• Capital Expenditure was strategically focused to provide mobile voice and data services through a combination of our own

LTE-Advance network overlaying our LTE, 3G and 2G networks.

• Cell C’s capital expenditure slowed in H1 2017 due to the delayed recapitalisation but is expected to pick up again post

recapitalisation.

H1 2016

R 1 738 million

H1 2017

Total Expenditure

H1 2017

3 723

2 471

6 194

H1 2016

3 384

2 365

5 749

R’m

Direct Expenditure Operating Expenditure Total Expenditure

Var Var %

339

106

445

10%

5%

8%

Total capital expenditure was:

R 561 million

7

RECAPITALISATION IMPACT

• The company received R7.5 billion of fresh equity from new shareholders;

• Uplifted approximately R9 billion to the SPV’s;

• Rolled over R6.1 billion of the existing debt at transaction date;

• Estimated tax losses of R19.8 billion of which R3.8 billion has been used to recognise a deferred tax asset at 31 December 2016.

1 8

POST-RECAPITALISATION STRUCTURE

BLT Net1 SPV1

(Bonds)

SPV2 (Chinese)

SPV3 (Nedbank)

MS15

100%

100% 100% 100%

45.0% 2.2% 16.0% 11.8% 5.0% 15.0%

Subscription for equity

in exchange for debt

R3.6bn R4.6bn

Believe Trust

3C

OTSA Lanun CellSAf

25% 60% 15%

100% 49%

OTL

51%

M5

5.0%

OTSAH

100%

Cash equity

to settle debt

R0.7bn

Effective 13.68%

Effective 8.82%

Effective 7.5%

Option to acquire

9

REGULATORY UPDATE ON THE RECAPITALISATION

ICASA

Cell C has made the necessary notification to ICASA as required in respect of the recapitalisation.

Despite this, CellSAf has made representations to ICASA that Cell C did not follow the correct process.

Based on the many and various detailed legal opinions from eminent Senior Counsel obtained by the parties to the recapitalisation, Cell C has

in fact followed the correct process.

Cell C has now made extensive written and oral submissions to ICASA providing details of the structure and effect of the transaction. We are

awaiting ICASA’s decision as to whether to accept Cell C’s position or to refer the matter to ICASA’s Complaints and Compliance Committee

(CCC) for adjudication.

Competition Commission

The recapitalisation is not a merger within the meaning of the Competition Act.

Despite this, CellSAf has laid a complaint with the Competition Commission that Cell C has not obtained approval from the Competition

Commission.

Cell C has now made an extensive submission to the Competition Commission to explain the factual and legal position as to why this is not a

notifiable merger.

CellSAf: High Court Litigation

In November 2016, CellSAf issued summons in the High Court of South Africa against the then parties to the recapitalisation transaction

seeking to have the agreements that had been signed prior to that date set aside.

If this matter is ever heard by the Court on the merits of CellSAf’s claim, this is unlikely to be before 2019.

10

POST RECAP DEBT ANALYSIS & SUMMARY TERMS

Lender Currency Amount

(USD'm)

Amount

(ZAR'm)

Tenor Interest payment

profile

Capital repayment

profile

Hedge type Interest rate

Bonds USD

184

2 466 3 years Semi-Annual Bullet FX Future 8.625%

CDB USD

131

1 702 3 years

Semi-Annual 2020

Cross currency

swap LIBOR + 3.45%

ICBC ZAR n/a

997 3 years Semi-Annual 2020 n/a JIBAR + 3.45%

Nedbank ZAR n/a

768 3 years Semi-Annual 2020 n/a JIBAR + 5%

DBSA ZAR n/a

180 3 years Semi-Annual 2020 n/a JIBAR + 5%

Total 6 113

11

Operational

KEY PERFORMANCE INDICATORS

H1 2016

14.0

H1 2017

15.7

Active Mobile Subscribers/millions

ARPU H1 2016

75

H1 2017

75

Data percentage per subscriber

MB per customer per month

Year on Year Growth

72%

New Connections

Fibre H1 2017

3 615

13

HANDSET FINANCE OVERVIEW

01

02

03

04

05

06

07

08

Purchase

handsets from

CEC

Sale to channel partners

Contract activated for Telco and handset

Handset contractually funded by CEC

Interest and subsidy paid monthly on behalf of customer

Subscriber pays handset portion to CEC

Provision for future losses

Handset and contract sold to CEC

14

Strategy

… with Cell C gaining market share

THE MOBILE TELECOM MARKET HAS GROWN ABOVE

INFLATION …

84 84 91

100 108

2013 2014 2015 2016 2017

Mobile market service revenue (R’bn)

69 74 81 84 88

2013 2014 2015 2016 2017

Mobile market subscribers (mln)

3% 1% 4%

6% 4%

-5% -3%

10%

3% 2%

9%

43% 47%

17% 16% 15%

8% 12%

9% 10%

2013 2014 2015 2016 2017

Operator service revenue growth YOY

Vodacom MTN

Telkom CellC

63 59

57 59 60

21 25

34

41

48

2013 2014 2015 2016 2017

Voice vs data revenue (R’bn) Voice revenue Data revenue

CAGR (1.2%)

Cell C 16.6%

(2013 – 12.5%)

Cell C - 11.7%

(2013 – 10.2%)

16

OPERATOR CONSOLIDATION IS A REAL POSSIBILITY

IN THE FUTURE

17

Spectrum Allocations

850Mhz

1.4Mhz

900Mhz Cell C

1800Mhz

5Mhz 10Mhz

2100Mhz Voda MTN

TDD TDD

2300Mhz 3500Mhz

2600Mhz

Telkom Liquid

2.5Ghz 15Mhz

Sentech Rain

Telkom Telkom Liquid

MTN Telkom

60Mhz 28Mhz 28Mhz 28Mhz 28Mhz

Vodacom Cell C

Rain Rain

15Mhz 15Mhz

Liquid MTN Telkom Cell C Vodacom

15Mhz 15Mhz

TDD

12Mhz 12Mhz 10Mhz

MTN MTNCell C Vodacom

12Mhz 12Mhz 12Mhz 12Mhz

4.92Mhz

Liquid Liquid

9.6Mhz 11Mhz 2.4Mhz 8.6Mhz

TDD

4.92Mhz

INNOVATION & VALUE

Increased Data additions with Data rich value

propositions

Reduced High Value Subscriber Churn

Increased Customer Loyalty

Increased Contract Base

Promote strong Data rich proposition

relevant to the market

WhatsApp Bundles

Increase Prepaid Additions

Reduced Prepaid Churn

Offer great affordable value, and

differentiating propositions

Ultimate Converged Bundles

Free Facebook

Social Bundles

Disruptive and Innovative Propositions to

achieve new Revenue streams (Digital /

Content)

Connector

To achieve revenue and subscriber growth through affordable and disruptive product propositions, that offers our customers tremendous value, whilst ensuring customer satisfaction, as well as retaining the exiting subscriber base.

Increased Postpaid and Hybrid Additions

Reduced High Value Subscriber Churn

Increased Customer Loyalty

Increased Contract Base

Differentiate on value creation

Pinnacle

Pinnacle Topup

Enable great value and realise growth in

the High end Subscriber market segment

SmartData Share

SmartData Bundles

LTE A

Enable great value and realise growth in

the High end Subscriber market segment

Increase Market share with strong Digital and

Content positioning

Create Stickiness

Increase Customer Loyalty

Increase Upsell and Cross Sell – Revenue

upliftment

DATA CONTRACT CONTENT/ VAS PREPAID

18

RETAIL DISTRIBUTION – COMPANY OWNED STORES

Priority 1

Priority 2

Priority 3

Priority 4

Strategy: Less reliance on 3rd party retail distribution

• A chain of 400 stores with “regional stock-holding hubs” enabling stock distribution between stores and/or quick delivery from the regional hub.

• Segmentation of South Africa into economic clusters, priority 1 to 3

Priority 1: High population density and majority of economic activity plus good own coverage

Priority 2: Future Network coverage and opportunities

Priority 3: Limited coverage and only operating in economic hotspots

Identified areas where we will not venture into at all

19

Post Recapitalisation

Governance

GOVERNANCE CHANGES

• Newly constituted Board with a board range of skills and expertise

• Chaired by Independent Chairman

• Re-constituted Board committees

• Strengthened and Broadened Management Team with key new appointments of CFO, CHRO, COO and CDO

21

GOVERNANCE

Jose Dos Santos

CEO

Robert Pasley

Chief Strategy Officer Tyrone Soondarjee

Chief Financial Officer

Kuben Pillay

Independent Chairman

Laurence Nestadt

Deputy Chairman

Mark Levy

Nominated by: Blue Label

Telecoms

Brett Levy

Nominated by: Blue Label

Telecoms

Herman Kotzé

Nominated by: Net1 Chris Seabrooke

Nominated by: Net1

Joe Mthimunye

Independent Director

Executives Directors

Non-Executives Directors

Non-Executives Directors - Shareholder Nominees

22

BOARD COMMITTEES REPRESENTATION

Audit and Risk Committee

Social and Ethics Committee

Remuneration and Nominations Committee

Joe Mthimunye (Chairman)

Joe Mthimunye (Chairman)

Chris Seabrooke (Chairman)

Chris Seabrooke Chris Seabrooke Kuben Pillay

Robert Pasley Robert Pasley Larry Nestadt

CEO, CFO CEO CEO, CHRO

Members

Invitees

23

TOP MANAGEMENT STRUCTURE

Jose dos Santos

Chief Executive Officer

• Previous Companies: Vodacom, Alcatel,

Altech Autopage Cellular

• Telecom/Africa Experience: 20+ years

• At Cell C since: 2014

Tyrone Soondarjee

Chief Financial Officer

• Previous Companies: Sasfin Group, Deloitte

& Touche Group & TNBS Mutual Bank

• Financial Services Experience: 30 years

• At Cell C since: Jul 2017

Surie Ramasary

Chief Executive: Content

Previous Companies: MTN

Telecom/Africa Experience: 15 years

At Cell C since: 2012

Dana Bakker

Chief Technical Officer

Previous Companies: Vodacom



Douglas Craigie Stevenson

Chief Operations Officer

• Previous Companies: Telekom Networks

Malawi Plc & Vodacom Business Africa

• Telecom/Africa Experience: 20 years

• At Cell C since: Sep. 2017 Björn Flormann

Chief Executive: Wholesale Business

Previous Companies: Unisys,

Telefonica O2 and Vodafone

Telecom/Africa Experience: 20+ years


Graham Mackinnon

Chief Legal Officer

• Previous Companies: MTN



Juliet Mhango

Chief HR Officer

• Previous Companies: Life Healthcare;

Momentum Group; Standard Bank,

Sanlam Capital and Ernst & Young

• At Cell C since: Sep. 2017

Joshua Moele

Managing Executive for Government

Relations

Previous Companies: Telkom & IDT

Corporation

Telecom/Africa Experience: 25+ years


Sherhaad Kajee

Chief Property & Procurement Officer

Previous Companies: Vodacom



Robert Pasley

Chief Strategy Officer

• Previous Companies: Coopers & Lybrand

(UK), Vodacom



Michelle Beetar

Chief Customer Experience Officer

Previous Companies: Experian, Novell,

Oracle and MWeb CommerceZone



Nihmal Marrie

Chief Digital Officer

• Previous Companies: Liberty Group,

Old Mutual Mass Market

• At Cell C since: Aug. 2017

Regional Managing Executives and

Commercial Division

24

Conclusion

….. with high growth re-established with new investment & focus

CELL C – A TURNAROUND STORY …..

2014 - 2016

Price strategy evolves to

customer value and

quality strategy

New management team engaging with a price driven reboot strategy

Cell C launch

2001 2012

Total Revenue

R’bn

EBITDA

R’bn

11.5 11.6

13.2

14.6

7.6

2013 2014 2015 2016 2017

-0.7

0.4

1.9

3.1

1.6

2013 2014 2015 2016 2017

2018 - 2021

Customer experience centric strategy with focused

capital spend and innovation ambitions re-establishing

aggressive growth curve and profitability

0.8

# - 2013 reported EBITDA 0.8 vs operational EBITDA

14.3%

63.2%

>100%

13.8% 10.6%

RECAPITALISATION PROCESS

2016 – 2017

Growth stifled by limited capital

investment and narrow commercial

focus whilst securing recapitalisation

H1

H1

7.0

8.5%

H1

H1

1.4

26

Questions?

DISCLAIMER

28

This presentation was produced in November 2017 by Cell C Limited solely for use as a source of general information regarding the financial

condition of Cell C Limited and its consolidated subsidiaries (Cell C Limited together with its consolidated subsidiaries, “Cell C”). This

presentation and its contents are confidential and may not be reproduced, redistributed, published or passed on to any other person, directly or

indirectly, in whole or in part, for any purpose without the prior written consent of Cell C. If this presentation has been received in error, it must be

returned immediately to Cell C.

Unless otherwise expressly stated, all financial figures in this presentation are unaudited.

This presentation contains certain forward-looking statements relating to the business, financial performance and results of Cell C, and the

industry in which Cell C operates, and these statements are generally identified by using phrases such as “aim”, “anticipate”, “believe”,

“estimate”, “expect”, “forecast”, “guidance”, “intend”, “objective”, “plan”, “predict”, “target,” “project”, and “will be” and similar phrases. Such

forward-looking statements involve known and unknown risks, uncertainties and other important factors beyond Cell C’s control that could cause

Cell C’s actual results or performance to be materially different from future results or performance expressed or implied by such forward-looking

statements. These forward-looking statements speak only as at the date of this presentation. Cell C expressly disclaims any obligation or

undertaking to disseminate any updates or revisions to any forward-looking statements contained herein to reflect any change in its expectations

with regard thereto or any change in events, conditions or circumstances on which any such statements are based.

This presentation and the information contained herein does not constitute an offer of any securities of Cell C or any other company or an

invitation, solicitation or advertisement to purchase or subscribe for any securities in South Africa, the United States, any member state of the

European Economic Area or any other jurisdiction.

THIS PRESENTATION IS NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, INTO THE UNITED STATES. Moreover, this presentation is

not for publication, release or distribution in South Africa, Australia, Canada or Japan or any other jurisdiction where such publication, release or

distribution would be contrary to law or regulation or which would require any registration or licensing within such jurisdiction.

Thank you.

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