TELEMASTERS HOLDINGS LIMITED - Results of Annual General Meeting

Results of Annual General Meeting

TELEMASTERS HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
Registration number 2006/015734/06
Share code: TLM & ISIN Number: ZAE000093324
(“TeleMasters” or “the Company” or “the Group”)


RESULTS OF ANNUAL GENERAL MEETING (“AGM”)


Shareholders are advised that all the resolutions contained in the notice convening the AGM
were approved by the requisite majorities of shareholders present in person or represented by
proxy at the AGM of the company held on Friday, 24 February 2017.

Details of the results of voting at the annual general meeting are as follows:

   -   Total number of TeleMasters shares in issue at the date of the annual general meeting:
       42 000 000
   -   Total number of TeleMasters shares that could have been voted at the annual general
       meeting (excluding treasury shares): 42 000 000
   -   Total number of TeleMasters shares that were present/represented at the annual general
       meeting: 36 750 038, being 87.50% of the total number of TeleMasters shares that could
       have been voted at the annual general meeting

Resolution proposed                                     For     Against:    Abstain  Total Votes
                                                         %            % (% of issued  (excluding
                                                                               share abstentions)
                                                                            capital) (% o issued
                                                                                           share
                                                                                         capital)
Ordinary resolution number 1 –                  36 666 384          --        83 654   36 666 384
Adoption of Annual financial statements              100%           0%         0.20%       87.30%

Ordinary resolution number 2 –
Director retirement and re-election –           36 666 384       11 102       72 552   36 677 486
MB Pretorius                                        99.77%        0.03%        0.17%       87.33%

Ordinary resolution number 3 –
Director retirement and re-election –           36 666 384       11 102       72 552   36 677 486
BR Topham                                           99.77%        0.03%        0.17%       87.33%

Ordinary resolution number 4 –                  36 666 384           --       83 654   36 666 384
Directors’ remuneration                              100%            0%        0.20%       87.30%

Ordinary resolution number 5 –                  36 666 384           --       83 654   36 666 384
Appointment of auditors and remuneration             100%            0%        0.20%       87.30%

Ordinary resolution number 6 –
Placing un-issued shares under the control      36 666 384           --       83 654   36 666 384
of the directors                                     100%            0%        0.20%       87.30%

Ordinary resolution number 7 –
General authority to allot and issue shares     36 666 384           --       83 654   36 666 384
for cash                                             100%            0%        0.20%       87.30%

Ordinary resolution number 8 –
Authority to execute requisite                  36 666 384           --       83 654   36 666 384
documentation                                        100%            0%        0.20%       87.30%

Ordinary resolution number 9 –                  36 666 384           --        83 654  36 666 384
Approval of dividends declared and paid              100%            0%         0.20%      87.30%

Ordinary resolution number 10 –
Appointment of M Erasmus as a member            36 666 384           --        83 654  36 666 384
and Chair of the Audit Committee                     100%            0%         0.20%      87.30%

Ordinary resolution number 11 –
Appointment of J Voigt as member of the         36 666 384           --        83 654  36 666 384
Audit Committee                                      100%            0%         0.20%      87.30%

Ordinary resolution number 12 –                                                   
Appointment of DS van der Merwe as              36 666 384           --        83 654  36 666 384
member of the Audit Committee                         100%           0%         0.20%     87.30 %

Ordinary resolution number 13 –                 36 666 384           --        83 654  36 666 384
Approval of Company Secretary                         100%           0%         0.20%      87.30%

Ordinary resolution number 14 –                 36 666 384           --        83 654  36 666 384
Approval of Remuneration Policy                       100%           0%         0.20%      87.30%

Special resolution number 1 –                   36 632 084           --       117 954  36 632 084
Directors’ remuneration                               100%           0%         0.28%      87.22%

Special resolution number 2 –
General authority to enter into funding
agreements, provide loans or other              36 632 084        34 300       83 654  36 666 384
financial assistance                                99.68%         0.09%        0.20%      87.30%

Johannesburg
27 February 2017

Designated Advisor
Arbor Capital Sponsors Proprietary Limited

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