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Results of 24th 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 24th ANNUAL GENERAL MEETING
Shareholders of MTN are advised that at the 24th Annual General Meeting
(“AGM”) held on Thursday, 23 May 2019 at 14:30 (South African time), all
the ordinary and special resolutions, as set out in the notice of AGM
dated 18 April 2019, were passed by the requisite majority of votes of
shareholders entitled to vote being present in person and/or represented
by proxy.
The total number of shares present and represented, including proxies,
at the meeting was 1 460 012 369 or 77.48% of MTN’s issued share capital
as at Friday, 17 May 2019, being the Voting Record Date.
*Expressed as a percentage of 1 884 269 758 MTN ordinary shares in issue
as at the Voting Record Date. PricewaterhouseCoopers Inc. issued a
factual findings report on the results.
The voting results were as follows:
SHARES
TOTAL SHARES VOTED
ABSTAINED
FOR AGAINST
NUMBER %* %*
RESOLUTION (%) (%)
Ordinary resolution
number 1
1.1 Election of MH Jonas 99.3 77.3
0.70 1 458 163 648 0.10
as a director 0 9
1.2 Election of KDK 93.7 77.3
6.26 1 456 917 918 0.16
Mokhele as a director 4 2
1.3 Election of BS
99.9 77.3
Tshabalala as a 0.01 1 456 921 153 0.16
9 2
director
1.4 Re-election of S
99.9 77.3
Kheradpir as a 0.02 1 456 920 635 0.16
8 2
director
1.5 Re-election of KP 93.7 77.3
6.30 1 456 921 468 0.16
Kalyan as a director 0 2
1.6 Re-election of AT 88.7 77.3
11.27 1 456 921 335 0.16
Mikati as a director 3 2
1.7 Re-election of J van 89.8 77.3
10.20 1 456 921 601 0.16
Rooyen as a director 0 2
SHARES
TOTAL SHARES VOTED
ABSTAINED
1
FOR AGAINST
NUMBER %* %*
RESOLUTION (%) (%)
1.8 Re-election of MLD 99.3 77.3
0.65 1 456 921 151 0.16
Marole as a director 5 2
1.9 Re-election of NP 96.6 77.3
3.31 1 456 921 151 0.16
Mageza as a director 9 2
1.10 Re-election of A 79.9 76.8
20.08 1 447 151 943 0.68
Harper as a director 2 0
Ordinary resolution
number 2
2.1 Election of KC Ramon
99.9 73.2
as a member of the 0.01 1 380 081 942 0.16
9 4
audit committee
2.2 Election of PB
Hanratty as a member 99.9 77.3
0.01 1 456 926 020 0.16
of the audit 9 2
committee
2.3 Election of NP Mageza
96.7 77.3
as a member of the 3.22 1 456 917 851 0.16
8 2
audit committee
2.4 Election of J van
92.9 77.3
Rooyen as a member of 7.08 1 456 926 301 0.16
2 2
the audit committee
Ordinary resolution
number 3
Re-appointment of
PricewaterhouseCoopers 61.9 77.3
38.09 1 458 306 107 0.09
Inc. as an auditor of the 1 9
Company
Ordinary resolution
number 4
Re-appointment of
SizweNtsalubaGobodo 67.6 77.3
32.38 1 458 306 107 0.09
Gr0ant Thornton Inc. as 2 9
an auditor of the Company
Ordinary resolution
number 5
General authority for
92.7 77.3
directors to allot and 7.23 1 458 302 120 0.09
7 9
issue ordinary shares
Ordinary resolution
number 6
General authority for
directors to allot and 84.1 77.3
15.83 1 458 302 464 0.09
issue ordinary shares for 7 9
cash
2
SHARES
TOTAL SHARES VOTED
ABSTAINED
FOR AGAINST
NUMBER %* %*
RESOLUTION (%) (%)
Ordinary resolution
number 7
Non-binding advisory vote
82.2 76.8
on the Company’s 17.80 1 448 521 098 0.61
0 7
remuneration policy
Ordinary resolution
number 8
Non-binding advisory vote
on the Company’s 78.5 75.2
21.48 1 417 140 870 2.28
remuneration 2 1
implementation report
Special resolution number
1
Proposed approval of
92.0 73.3
remuneration payable to 8.00 1 381 245 175 0.10
0 0
non-executive directors
Special resolution number
2
Repurchase of the 99.7 77.3
0.26 1 458 177 836 0.10
Company’s shares 4 9
Special resolution number
3
Financial assistance to
subsidiaries and other 99.4 77.3
0.60 1 458 311 576 0.09
related and interrelated 0 9
entities
Special resolution number
4
Financial assistance to
directors and/or
95.1 77.3
prescribed officers and 4.90 1 458 303 313 0.09
0 9
employee share scheme
beneficiaries
Fairland
27 May 2019
Lead sponsor
JP Morgan Equities (SA) Proprietary Limited
Joint sponsor
3
Tamela Holdings Proprietary Limited
4
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