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Results of the Extraordinary General Meeting held on Monday 21 October 2024
MTN ZAKHELE FUTHI (RF) LIMITED
(Incorporated in the Republic of South Africa)
Registration number: 2016/268837/06
Share code: MTNZF
ISIN: ZAE000279402
LEI: 378900429C4F73B1BE74
("MTNZF" or the "Company")
RESULTS OF THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
("EGM") RELATING TO THE PROPOSED EXTENSION OF THE 2016 MTN GROUP
LIMITED ("MTN") BROAD-BASED BLACK ECONOMIC EMPOWERMENT SCHEME
OPERATED THROUGH MTNZF (THE "SCHEME"), HELD ON MONDAY,
21 OCTOBER 2024
1. INTRODUCTION
1.1 MTNZF shareholders ("Shareholders") are referred to the Company's joint
announcement with MTN released on the Stock Exchange News Service of the JSE
Limited ("SENS") on Monday, 19 August 2024 containing details of the proposed
extension of the scheduled maturity date of the Scheme by three years, from
23 November 2024 to 23 November 2027 ("Proposed Scheme Extension"), and a
further SENS announcement by the Company on Friday, 20 September 2024
regarding the distribution of a circular by the Company to Shareholders in respect of
the Proposed Scheme Extension ("Circular"), which incorporated a notice of an EGM
("Notice").
1.2 As contemplated in those announcements, the EGM was duly held on Monday,
21 October 2024 at 09:00.
1.3 Unless the context indicates otherwise, capitalised terms used in this announcement
bear the same meanings given to such terms in the Circular.
2. RESULTS OF THE EGM
Shareholders are hereby advised that all of the Resolutions as contained in the Notice were
proposed and passed by the requisite majority of Shareholders entitled to vote as
contemplated in the Notice. Results of the Resolutions proposed at the EGM are set out
below.
2.1 Votes by MTNZF Ordinary Shareholders
The total number of MTNZF Shares present and represented, including proxies, at
the EGM was 49 273 268 or 39.92% of MTNZF's issued ordinary share capital. The
MTNZF Share voting results were as follows:
Resolutions Number of Percentage For Against Abstain
MTNZF Shares of MTNZF (%) (%) ** (%) *
voted Shares in **
issue (%) *
ORDINARY RESOLUTION
NUMBER 1 (MTNZF
ORDINARY
SHAREHOLDERS ONLY)
Approval of the Proposed 49 244 297 39.90 99.70 0.30 0.02
Scheme Extension and the
Company's entry into and
implementation of the
Extension and Amendment
Agreement
SPECIAL RESOLUTION
NUMBER 1
(MTNZF ORDINARY
SHAREHOLDERS ONLY)*** 49 245 606 39.90 99.71 0.29 0.02
Proposed amendments to the
MTNZF MOI
SPECIAL RESOLUTION
NUMBER 2
(MTNZF ORDINARY
SHAREHOLDERS ONLY)
49 243 352 39.90 99.67 0.33 0.02
Approval of financial
assistance pursuant to section
44 of the Companies Act
* Expressed as a percentage of the 123 416 818 MTNZF Shares in issue as at the Voting Record Date,
rounded to two decimal places.
** Expressed as a percentage of the MTNZF Shares voted, rounded to two decimal places.
*** In terms of the MTNZF MOI, for Special Resolution Number 1 to be adopted, it must be approved not
only by 75% of the voting rights exercised on Special Resolution Number 1 by all Shareholders (all
classes voting), but also by at least 75% of the voting rights exercised on Special Resolution Number 1
by MTNZF Ordinary Shareholders.
2.2 Votes by MTNZF Pref Holders
The total number of MTNZF Preference Shares present and represented, including
proxies, at the meeting was 619 812 or 100% of MTNZF's issued preference share
capital. The MTNZF Preference Share voting results were as follows:
Resolutions Number of Percentage For Against Abstain
MTNZF of MTNZF (%) (%) ** (%) *
Preference Preference **
Shares voted Shares in
issue (%) *
SPECIAL RESOLUTION
NUMBER 1 (ALL
SHAREHOLDERS)
619 812 100 100 0.00 0.00
Proposed amendments to the
MTNZF MOI
SPECIAL RESOLUTION
NUMBER 2 (ALL
SHAREHOLDERS)
619 812 100 100 0.00 0.00
Approval of financial
assistance pursuant to
section 44 of the Companies
Act
* Expressed as a percentage of the 619 812 MTNZF Preference Shares in issue as at the Voting Record
Date.
** Expressed as a percentage of the MTNZF Preference Shares voted.
2.3 Total votes by all Shareholders
In terms of the Companies Act and the MTNZF MOI, the percentage of voting rights
required for Special Resolution Numbers 1 and 2 to be adopted is 75% of the voting
rights exercised on the resolution by all holders of shares in the Company (all classes
voting). The MTNZF Preference Shares in aggregate carry 95% of the total votes
exercisable on Special Resolution Numbers 1 and 2 at a general meeting.
Accordingly, the aggregate voting results (all classes voting) on Special Resolution
Numbers 1 and 2 were as follows:
Resolutions Total number Percentage For Against Abstain
of shares of total (%) (%) ** (%) *
voted*** number of **
shares in
issue (%) *
SPECIAL RESOLUTION
NUMBER 1 (ALL
SHAREHOLDERS)
49 865 418 40.20 99.99 0.01 0.00
Proposed amendments to the
MTNZF MOI
SPECIAL RESOLUTION
NUMBER 2 (ALL
SHAREHOLDERS)
Approval of financial 49 863 164 40.20 99.98 0.02 0.00
assistance pursuant to
section 44 of the Companies
Act
* Expressed as the aggregate percentage of the aggregate 124 036 630 MTNZF Shares and MTNZF
Preference Shares in issue as at the Voting Record Date, rounded to two decimal places.
** Expressed as the aggregate percentage of both the MTNZF Shares and MTNZF Preference Shares
voted, rounded to two decimal places.
*** The MTNZF Preference Shares in aggregate carry 95% of the total votes exercisable on Special
Resolution Numbers 1 and 2 at a general meeting.
3. CONDITIONS TO THE IMPLEMENTATION OF THE PROPOSED SCHEME EXTENSION
Shareholders will be advised once all the Scheme Extension Conditions as set out in the
Circular have been fulfilled (or waived, to the extent possible).
Johannesburg
22 October 2024
Financial Adviser and Sponsor to MTNZF
Tamela Holdings Proprietary Limited
Legal and Tax Adviser to MTNZF
Webber Wentzel
Date: 22-10-2024 04:50:00
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