MTN 201610070043A
Results of General Meeting relating to MTN's proposed 2016 MTN BEE Transaction and the proposed 2016 ESOP
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 GENERAL MEETING RELATING TO MTN’S PROPOSED R9.9 BILLION BROAD-BASED
EMPOWERMENT TRANSACTION (“2016 MTN BEE TRANSACTION”) AND THE PROPOSED EMPLOYEE
SHARE OWNERSHIP PLAN (“2016 ESOP”)
MTN shareholders are advised that the voting results at the general meeting of MTN regarding the
approval by MTN shareholders for the implementation of the 2016 MTN BEE Transaction and the
2016 ESOP, held at the registered office of the Company today (7 October 2016), were as follows:
Resolution Number of Number of For** Against** Abstained*
MTN ordinary MTN
shares voted ordinary
shares
voted as a
percentage
of MTN
ordinary
shares in
issue*
ORDINARY RESOLUTION 1 533 049 417 83.59765% 99.88225% 0.11775% 0.15081%
NUMBER 1
Approval of the 2016
ESOP
SPECIAL RESOLUTION 1 533 046 219 83.59747% 99.99974% 0.00026% 0.02177%
NUMBER 1
Approval of various
transactions relating to
the 2016 MTN BEE
Transaction
SPECIAL RESOLUTION 1 533 046 219 83.59747% 99.99973% 0.00027% 0.02177%
NUMBER 2
MTN Zakhele Specific
Repurchase and the
Wind-up Co Specific
Repurchase to facilitate
the MTN Zakhele
Integrated Unwind, and
amendments to the
Existing MTN Tranche 1
Subscription and Call
Option Agreement
Resolution Number of Number of For** Against** Abstained*
MTN ordinary MTN
shares voted ordinary
shares
voted as a
percentage
of MTN
ordinary
shares in
issue*
SPECIAL RESOLUTION 1 533 046 219 83.59747% 99.99974% 0.00026% 0.02179%
NUMBER 3
Future Specific
Repurchases in terms of
the 2016 MTN BEE
Transaction
SPECIAL RESOLUTION 1 533 049 418 83.59765% 99.99597% 0.00403% 0.02178%
NUMBER 4
Sanctioning of financial
assistance in connection
with the MTN Zakhele
Unwinding Scheme, the
2016 MTN BEE
Transaction and the MTN
Transaction Agreements
SPECIAL RESOLUTION 1 533 046 219 83.59747% 99.99839% 0.00161% 0.02178%
NUMBER 5
Initial Specific Issue of
shares to MTN Zakhele
Futhi for cash
SPECIAL RESOLUTION 1 533 046 219 83.59747% 99.99839% 0.00161% 0.02179%
NUMBER 6
Additional Specific Issue
of shares to MTN Zakhele
Futhi for cash
SPECIAL RESOLUTION 1 533 049 418 83.59765% 92.66285% 7.33715% 0.02187%
NUMBER 7
General Issue of shares
for cash
SPECIAL RESOLUTION 1 533 049 417 83.59765% 99.93293% 0.06707% 0.15658%
NUMBER 8
Sanctioning of financial
assistance in connection
with the 2016 ESOP
* Based on 1 844 049 073 MTN ordinary shares in issue as at the date of the general meeting,
less treasury shares of 10 206 255.
** In relation to the total number of MTN ordinary shares voted for and against at the general
meeting.
Based on the above voting results, all resolutions were passed by the requisite majority of MTN
shareholders present in person or represented by proxy at the general meeting.
Johannesburg
7 October 2016
Transaction Sponsor
Nedbank Corporate and Investment Banking
Legal advisor
Webber Wentzel Attorneys
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