MTN 201505290070A
Results of Annual General Meeting
MTN Group Limited
(Incorporated in the Republic of South Africa)
Registration Number 1994/009584/06
Share code: MTN
ISIN: ZAE000042164
("MTN" or the “Company”)
RESULTS OF ANNUAL GENERAL MEETING
Shareholders of MTN are advised that at the twentieth annual general meeting held on
Wednesday, 27 May 2015 at 14:30 (South African time) (“Annual General Meeting”), all the
ordinary and special resolutions, as set out in the notice of Annual General Meeting dated 10
April 2015, were passed by the requisite majority of votes of shareholders present in person or
represented by proxy.
The total number of shares present/represented, including proxies, at the meeting was
1 105 975 447 or 59.87 % of MTN’s issued share capital as at Friday, 22 May 2015,
being the Voting Record Date.
The voting results were as follows:
SHARES
TOTAL SHARES VOTED
ABSTAINED
FOR AGAINST
NUMBER %* %*
RESOLUTION (%) (%)
Ordinary resolution number 1
1.1 Re-election of A Harper as
a director 99.66 0.34 1 105 975 386 59.87 0.11
1.2 Re-election of NP Mageza
96.10 3.90 1 105 975 268 59.87 0.11
as a director
1.3 Re-election of MLD Marole
99.83 0.17 1 105 975 386 59.87 0.11
as a director
1.4 Re-election of JHN
65.25 34.75 1 105 975 268 59.82 0.30
Strydom as a director
1.5 Re-election of AF van
93.59 6.41 1 105 929 069 59.86 0.11
Biljon as a director
1.6 Re-election of KC Ramon
97.07 2.93 1 105 975 415 59.87 0.40
as a director
Ordinary resolution number 2
2.1 Election of KC Ramon as a
member of the audit 97.93 2.07 1 105 975 357 59.87 0.40
committee
2.2 Election of NP Mageza as
a member of the audit
95.62 4.38 1 105 975 415 59.87 0.22
committee
2.3 Election of MJN Njeke as a
member of the audit 96.52 3.48 1 105 975 386 59.87 0.11
committee
2.4 Election of J van Rooyen
as a member of the audit 99.91 0.09 1 105 975 415 59.87 0.11
committee
Ordinary resolution number 3
Re-appointment of
PricewaterhouseCoopers Inc. 99.67 0.33 1 105 975 357 59.87 0.11
and SizweNtsalubaGobodo Inc.
as joint independent auditors
Ordinary resolution number 4
General authority for directors to 88.47 11.57 1 105 975 357 59.87 0.11
allot and issue ordinary shares
Ordinary resolution number 5
General authority for directors to
86.22 13.78 1 105 974 613 59.87 0.46
allot and issue ordinary shares
for cash
Advisory endorsement
Endorsement of the 94.27 5.73 1 105 975 415 59.87 0.48
remuneration philosophy (policy)
Special resolution number 1
Approval of the remuneration
93.75 6.25 1 105 975 386 59.87 0.18
payable to non-executive
directors
Special resolution number 2
Approval of a general authority
for MTN and/or any of its
99.79 0.21 1 105 975 386 59.87 0.14
subsidiaries to repurchase or
purchase, as the case may be,
shares in the Company
Special resolution number 3
Approval to grant financial 75.55 24.45 1 105 975 409 59.87 0.54
assistance by the Company
Special resolution number 4
Approval to amend the MTN
98.00 2.00 1 105 972 544 59.87 0.48
Performance Share Plan 2010
Rules
*Expressed as a percentage of 1 847 410 539 MTN ordinary shares in issue as at the Voting
Record Date.
Fairland
29 May 2015
Sponsor
Deutsche Securities (SA) Proprietary Limited
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