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Results of annual general meeting
Telkom SA SOC Limited
(Incorporated in the Republic of South Africa)
(Registration number 1991/005476/30)
JSE Share Code: TKG
JSE Bond Code: BITEL
ISIN: ZAE000044897
(“Telkom” or ”the Company”)
RESULTS OF ANNUAL GENERAL MEETING
Shareholders are advised that the voting results for the annual general meeting (“AGM”) of Telkom held through
electronic communication on Wednesday, 24 August 2022 were as follows:
Resolution Number of Percentage of For** Against** Abstained
ordinary ordinary shares (%) (%) *** (%)
shares voted in issue* (%)
Ordinary Resolution Number 1.1: 448 486 436 87.74% 53.19% 46.81% 0.02%
Election of Mr B Kennedy as a
Director
Ordinary Resolution Number 1.2: 448 492 484 87.74% 53.19% 46.81% 0.02%
Election of Ms P Lebina as a
Director
Ordinary Resolution Number 1.3: 448 477 459 87.74% 53.74% 46.26% 0.02%
Election of Mr M Nyati as a Director
Ordinary Resolution Number 1.4: 448 495 279 87.74% 53.19% 46.81% 0.01%
Election of Ms IO Selele as a
Director
Ordinary Resolution Number 1.5: 448 496 074 87.74% 53.73% 46.27% 0.01%
Election of Mr S Yoon as a Director
Ordinary Resolution Number 1.6: 448 470 289 87.74% 50.86% 49.14% 0.02%
Re-election of Mr LL Von Zeuner as
a Director
Ordinary Resolution Number 2.1: 448 496 475 87.74% 53.19% 46.81% 0.01%
Election of Mr KA Rayner as a
Member of the Audit Committee
Ordinary Resolution Number 2.2: 448 497 175 87.74% 53.19% 46.81% 0.01%
Election of Mr PCS Luthuli as a
Member of the Audit Committee
Ordinary Resolution Number 2.3: 448 497 175 87.74% 53.19% 46.81% 0.01%
Election of Ms P Lebina as a
Member of the Audit Committee
Ordinary Resolution Number 2.4: 448 484 005 87.74% 51.82% 48.18% 0.02%
Election of Mr H Singh as a Member
of the Audit Committee
Ordinary Resolution Number 2.5: 448 473 193 87.74% 97.59% 2.41% 0.02%
Election of Mr LL Von Zeuner as a
Member of the Audit Committee
Ordinary Resolution Number 3.1: 448 502 914 87.75% 100.00% 0.00% 0.01%
Reappointment of
PricewaterhouseCoopers as joint
auditors of the Company
Ordinary Resolution Number 3.2: 448 535 209 87.75% 99.99% 0.01% 0.01%
Reappointment of
SizweNtsalubaGobodo Grant
Thornton as joint auditors of the
Company
Ordinary Resolution Number 4.1: 448 505 209 87.75% 80.12% 19.88% 0.01%
Non-binding advisory endorsement
of the remuneration policy
Ordinary Resolution Number 4.2: 448 446 725 87.73% 62.62% 37.38% 0.02%
Non-binding advisory endorsement
of the implementation report
Ordinary Resolution Number 5: 448 510 686 87.75% 90.52% 9.48% 0.01%
General authority for Directors to
allot and issue ordinary shares
and/or grant options over ordinary
shares
Special Resolution Number 1: 448 510 381 87.75% 44.85% 55.15% 0.01%
General authority to issue ordinary
shares for cash
Special Resolution Number 2: 448 503 801 87.75% 52.91% 47.09% 0.01%
General authority to repurchase
ordinary shares
Special Resolution Number 3: 448 501 846 87.75% 53.67% 46.33% 0.01%
Remuneration of Non-executive
Directors
Special Resolution Number 4: 445 326 909 87.12% 53.50% 46.50% 0.63%
General authority to provide
financial assistance
* Based on 511 140 239 shares in issue at the date of the AGM.
** In relation to the total number of shares voted at the AGM.
*** In relation to the total number of shares in issue at the date of the AGM.
Based on the above voting results, all ordinary resolutions were passed by the requisite majority of Telkom shareholders
represented at the AGM. However, special resolution number 1 (general authority to issue ordinary shares for cash),
special resolution number 2 (general authority to repurchase shares), special resolution number 3 (remuneration of non-
executive directors) and special resolution number 4 (general authority to provide financial assistance) did not meet the
required 75% threshold and therefore did not pass. Telkom will convene a special shareholders’ meeting to deal with the
above special resolutions.
Shareholders are further advised that due to ordinary resolution number 4.2 relating to the non-binding advisory
endorsement of the implementation report being voted against by more than 25% of Telkom shareholders represented at
the AGM, an invitation will be extended to such dissenting shareholders to engage with the Company, as required by the
JSE Listings Requirements. The Company will issue a further announcement shortly including details of the manner and
timing of such engagement.
24 August 2022
Sponsor
Nedbank Corporate and Investment Banking, a division of Nedbank Limited
Date: 24-08-2022 04:00:00
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