CEL - Celcom Group Limited - Results of annual general meeting and scheme

CEL - Celcom Group Limited - Results of annual general meeting and scheme       
meeting                                                                         
CELCOM GROUP LIMITED                                                            
(Incorporated in the Republic of South Africa)                                  
(Registration number 1998/021219/06)                                            
JSE code: CEL   ISIN: ZAE000087490                                              
(the "company" or "Celcom")                                                     
RESULTS OF ANNUAL GENERAL MEETING AND SCHEME MEETING                            
The company`s annual general meeting of shareholders ("AGM") and a scheme       
meeting of certain of Celcom`s shareholders were held on Tuesday, 7 April 2009. 
In addition to the normal business to be conducted at an AGM, shareholders were 
asked to consider and, if deemed fit, approve (with or without modification)    
special resolutions authorising the sale of the business conducted by Celcom`s  
wholly-owned subsidiary V Cellular Stores (Proprietary) Limited ("the V Cellular
disposal") and the repurchase by the company of certain of its shares in order  
to implement the V Cellular disposal and the scheme of arrangement referred to  
below.                                                                          
The purpose of the scheme meeting was for those Celcom shareholders (other than 
certain excluded shareholders) ("the scheme members")to consider and, if deemed 
fit, agree to (with or without modification) the scheme of arrangement in terms 
of section 311 of the Companies Act (Act 61 of 1973) proposed between Celcom and
scheme members in terms of which Celcom will acquire all of the issued ordinary 
shares in Celcom held by scheme participants on the relevant record date for a  
cash consideration of R0.50 per share so acquired ("the scheme").               
Details of all of the aforegoing transactions are contained in the circular     
issued to Celcom shareholders on 11 March 2009 ("the circular").                
Celcom Shareholders are advised that:                                           
-    all of the ordinary and special resolutions proposed at the AGM, as set out
    in the circular, were approved by the requisite majorities of Celcom        
    shareholders; and                                                           
-    the requisite majority of scheme members approved the scheme at the scheme 
meeting.                                                                    
The Chairman of the scheme meeting is to report back the results of the scheme  
meeting to The South Gauteng High Court (Johannesburg) ("the Court") on Tuesday,
21 April 2009 ("the return date") when application will be made for the         
sanctioning of the scheme. Scheme members are entitled to attend or be          
represented by counsel at the Court on the return date. Copies of the Chairman`s
report on the scheme meeting will be available to any Celcom shareholder on     
request, free of charge, at Celcom`s head office (Unit E, Alphen Square West,   
corner of 15th and George Streets, Randjespark, Gauteng, 1684) and at the       
offices of the Chairman c/o Cliffe Dekker Hofmeyr Incorporated (4th Floor, 1    
Protea Place, Sandown, Sandton, 2196) during normal office hours for at least   
one week before the return date.                                                
Celcom shareholders are advised that implementation of the scheme remains       
conditional on:                                                                 
-    the implementation of the V Cellular disposal, which in turn remains       
    conditional on the proceeds of the purchaser`s funding becoming             
unconditionally available for drawdown;                                     
-    the Court sanctioning the scheme on the return date; and                   
-    registration of the Order of Court sanctioning the scheme by the Companies 
    and Intellectual Property Registration Office in terms of the Companies Act 
(Act 61 of 1973).                                                           
Further announcements regarding the fulfilment or otherwise of the above        
conditions and, if fulfilled, the date on which the scheme will be implemented, 
will be released on SENS and published in the press in due course.              
7 April 2009                                                                    
Corporate advisor, legal advisor and designated advisor                         
Java Capital (Proprietary) Limited                                              
Attorneys to the scheme                                                         
Fluxmans Incorporated                                                           
Date: 07/04/2009 16:41:20 Supplied by www.sharenet.co.za                     
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