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Results of 27th Annual General Meeting held on 25 May 2022
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 27th ANNUAL GENERAL MEETING HELD ON 25 MAY 2022
Shareholders are advised that at the 27th Annual General Meeting (AGM) held on
Wednesday, 25 May 2022 at 14:30 (South African time), all the ordinary and special
resolutions, as set out in the notice of AGM dated 25 April 2022, were presented to the
shareholders entitled to vote being present in person/virtually and/or represented by
proxy.
The total number of shares present and represented, including proxies, at the meeting
was 1,541,015,083 or 81.78% of MTN’s issued share capital as at Wednesday, 25 May
2022, being the Voting Record Date. The total number of members present in person was
five.
The voting results were as follows:
SHARES
TOTAL SHARES VOTED
ABSTAINED
FOR AGAINST
NUMBER %* %*
RESOLUTION (%) (%)
Ordinary resolution number 1
1.1 Re-election of SLA Sanusi 99.29 0.71 1,530,702,633 81.24 0.55
as a director
1.2 Re-election of VM Rague 92.68 7.32 1,537,926,973 81.62 0.16
as a director
1.3 Re-election of KDK 92.95 7.05 1,537,927,812 81.62 0.16
Mokhele as a director
1.4 Re-election of MH Jonas 93.86 6.14 1,537,930,397 81.62 0.16
as a director
Ordinary resolution number 2
2.1 Election of SN Mabaso- 93.92 6.08 1,537,930,197 81.62 0.16
Koyana as a member of
the Audit Committee
2.2 Election of CWN Molope as 95.46 4.54 1,537,928,473 81.62 0.16
a member of the Audit
Committee
2.3 Election of NP Gosa as a 97.49 2.51 1,537,931,036 81.62 0.16
member of the Audit
Committee
2.4 Election of VM Rague as a 95.84 4.16 1,537,928,473 81.62 0.16
member of the Audit
Committee
Ordinary resolution number 3
3.1 Election of NP Gosa as a 99.15 0.85 1,537,928,743 81.62 0.16
member of the Social,
Ethics and Sustainability
Committee
3.2 Election of SLA Sanusi as 99.45 0.55 1,537,928,743 81.62 0.16
a member of the Social,
Ethics and Sustainability
Committee
3.3 Election of SP Miller as a 99.48 0.52 1,537,927,882 81.62 0.16
member of the Social,
Ethics and Sustainability
Committee
3.4 Election of NL Sowazi as a 98.57 1.43 1,537,927,934 81.62 0.16
member of the Social,
Ethics and Sustainability
Committee
3.5 Election of KDK Mokhele 98.64 1.36 1,537,927,934 81.62 0.16
as a member of the Social,
Ethics and Sustainability
Committee
Ordinary resolution number 4
Appointment of 68.37 31.63 1,538,115,396 81.63 0.15
PricewaterhouseCoopers Inc. as
an auditor of the Company
Ordinary resolution number 5
Appointment of Ernst & Young 99.85 0.15 1,538,114,905 81.63 0.15
Inc. as an auditor of the
Company
Ordinary resolution number 6
General authority for directors 90.74 9.26 1,537,755,802 81.61 0.17
to allot and issue ordinary
shares
Ordinary resolution number 7
General authority for directors 85.48 14.52 1,538,108,130 81.63 0.15
to allot and issue ordinary
shares for cash
Ordinary resolution number 8
Non-binding advisory vote on 88.60 11.40 1,533,358,679 81.38 0.41
the Company’s remuneration
policy
Ordinary resolution number 9
Non-binding advisory vote on 81.65 18.35 1,533,418,473 81.38 0.40
the Company’s remuneration
implementation report
Ordinary resolution number 10
Authorisation to sign 100.00 0.00 1,538,028,359 81.62 0.16
documents to give effect to
resolutions
SHARES
TOTAL SHARES VOTED
ABSTAINED
FOR AGAINST
NUMBER %* %*
RESOLUTION (%) (%)
Special resolution number 1
1.1 Proposed approval of 98.03 1.97 1,537,973,433 81.62 0.16
remuneration payable to
MTN Group Board Local
Chairman
1.2 Proposed approval of 97.85 2.15 1,537,973,433 81.62 0.16
remuneration payable to
MTN Group Board
International Chairman
1.3 Proposed approval of 99.99 0.01 1,537,972,572 81.62 0.16
remuneration payable to
MTN Group Board Local
member
1.4 Proposed approval of 98.34 1.66 1,537,973,433 81.62 0.16
remuneration payable to
MTN Group Board
International member
1.5 Proposed approval of 99.99 0.01 1,537,972,983 81.62 0.16
remuneration payable to
MTN Group Board Local
Lead Independent director
1.6 Proposed approval of 98.53 1.47 1,537,972,983 81.62 0.16
remuneration payable to
MTN Group Board
International Lead
Independent director
1.7 Proposed approval of 99.93 0.07 1,537,972,572 81.62 0.16
remuneration payable to
Human Capital and
Remuneration Committee
Local Chairman
1.8 Proposed approval of 98.03 1.97 1,537,972,983 81.62 0.16
remuneration payable to
Human Capital and
Remuneration Committee
International Chairman
1.9 Proposed approval of 99.99 0.01 1,537,973,433 81.62 0.16
remuneration payable to
Human Capital and
Remuneration Committee
Local member
1.10 Proposed approval of 98.52 1.48 1,537,972,983 81.62 0.16
remuneration payable to
Human Capital and
Remuneration Committee
International member
1.11 Proposed approval of 99.63 0.37 1,537,973,625 81.62 0.16
remuneration payable to
Social, Ethics and
Sustainability Committee
Local Chairman
1.12 Proposed approval of 98.53 1.47 1,537,974,036 81.62 0.16
remuneration payable to
Social, Ethics and
Sustainability Committee
International Chairman
1.13 Proposed approval of 99.99 0.01 1,537,974,486 81.62 0.16
remuneration payable to
Social, Ethics and
Sustainability Committee
Local member
1.14 Proposed approval of 98.53 1.47 1,537,974,036 81.62 0.16
remuneration payable to
Social, Ethics and
Sustainability Committee
International member
1.15 Proposed approval of 99.99 0.01 1,537,972,574 81.62 0.16
remuneration payable to
Audit Committee Local
Chairman
1.16 Proposed approval of 98.03 1.97 1,537,972,985 81.62 0.16
remuneration payable to
Audit Committee
International Chairman
1.17 Proposed approval of 99.88 0.12 1,537,973,435 81.62 0.16
remuneration payable to
Audit Committee Local
member
1.18 Proposed approval of 98.52 1.48 1,537,972,985 81.62 0.16
remuneration payable to
Audit Committee
International member
1.19 Proposed approval of 99.65 0.35 1,537,980,724 81.62 0.16
remuneration payable to
Risk Management and
Compliance Committee
Local Chairman
1.20 Proposed approval of 97.72 2.28 1,537,972,535 81.62 0.16
remuneration payable to
Risk Management and
Compliance Committee
International Chairman
1.21 Proposed approval of 99.68 0.32 1,530,748,645 81.24 0.54
remuneration payable to
Risk Management and
Compliance Committee
Local member
1.22 Proposed approval of 99.69 0.31 1,537,972,535 81.62 0.16
remuneration payable to
Risk Management and
Compliance Committee
International member
1.23 Proposed approval of 99.01 0.99 1,537,972,166 81.62 0.16
remuneration payable to
Local member for Special
assignments or projects
(per day)
1.24 Proposed approval of 97.54 2.46 1,537,972,877 81.62 0.16
remuneration payable to
International member for
Special assignments or
projects (per day)
1.25 Proposed approval of 94.28 5.72 1,537,974,427 81.62 0.16
remuneration payable for
ad-hoc work performed by
non-executive directors
for special projects (hourly
rate)
1.26 Proposed approval of 99.99 0.01 1,537,973,996 81.62 0.16
remuneration payable to
MTN Group Share Trust
(trustees) Local Chairman
1.27 Proposed approval of 98.03 1.97 1,537,972,685 81.62 0.16
remuneration payable to
MTN Group Share Trust
(trustees) International
Chairman
1.28 Proposed approval of 99.99 0.01 1,537,973,996 81.62 0.16
remuneration payable to
MTN Group Share Trust
(trustees) Local member
1.29 Proposed approval of 98.53 1.47 1,537,973,546 81.62 0.16
remuneration payable to
MTN Group Share Trust
(trustees) International
member
1.30 Proposed approval of 99.99 0.01 1,537,976,424 81.62 0.16
remuneration payable to
Sourcing Committee Local
Chairman
1.31 Proposed approval of 98.03 1.97 1,537,975,113 81.62 0.16
remuneration payable to
Sourcing Committee
International Chairman
1.32 Proposed approval of 99.99 0.01 1.537,976,424 81.62 0.16
remuneration payable to
Sourcing Committee Local
member
1.33 Proposed approval of 98.52 1.48 1,537,975,999 81.62 0.16
remuneration payable to
Sourcing Committee
International member
1.34 Proposed approval of 99.58 0.42 1,537,972,024 81.62 0.16
remuneration payable to
Directors Affairs and
Corporate Governance
Committee Local Chairman
1.35 Proposed approval of 97.61 2.39 1,537,970,713 81.62 0.16
remuneration payable to
Directors Affairs and
Corporate Governance
Committee International
Chairman
1.36 Proposed approval of 99.58 0.42 1,537,972,024 81.62 0.16
remuneration payable to
Directors Affairs and
Corporate Governance
Committee Local member
1.37 Proposed approval of 98.22 1.78 1,537,972,575 81.62 0.16
remuneration payable to
Directors Affairs and
Corporate Governance
Committee International
member
Special resolution number 2
Repurchase of the Company’s 98.97 1.03 1,537,314,344 81.59 0.20
shares
Special resolution number 3
Financial assistance to 98.25 1.75 1,538,110,246 81.63 0.15
subsidiaries and other related
and interrelated entities
Special resolution number 4
Financial assistance to directors 91.51 8.49 1,538,044,938 81.63 0.16
and/or prescribed officers and
employee share scheme
beneficiaries
Special resolution number 5
Financial assistance to MTN 99.51 0.49 1,538,043,931 81.63 0.16
Zakhele Futhi (RF) Limited
* Expressed as a percentage of 1 884 269 758 MTN ordinary shares in issue as at the
Voting Record Date.
PriceWaterhouseCoopers Inc. has issued a factual finding report on the results.
Fairland
27 May 2022
Lead sponsor
Tamela Holdings Proprietary Limited
Joint sponsor
JP Morgan Equities (SA) Proprietary Limited
7
Date: 27-05-2022 12:00:00
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