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Results of the 30th Annual General Meeting
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 THE 30TH ANNUAL GENERAL MEETING HELD ON 29 MAY 2025
Shareholders are advised that at the 30th Annual General Meeting (AGM) held on
Thursday, 29 May 2025 at 14:30 (South African time), all the ordinary and
special resolutions, as set out in the notice of AGM dated 25 April 2025, 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 1,541,646,204 or 81.82% of MTN's issued share capital as of Friday,
23 May 2025, being the Voting Record Date.
The voting results were as follows:
SHARES
TOTAL SHARES VOTED
ABSTAINED
FOR AGAINST
NUMBER %* %*
RESOLUTION (%) (%)
Ordinary resolution number 1
1.1 Re-election of MH Jonas 96.76 3.24 1,540,814,728 81.77 0.04
as a director
1.2 Re-election of KDK 97.34 2.66 1,540,814,728 81.77 0.04
Mokhele as a director
1.3 Re-election of VM Rague 98.58 1.42 1,540,814,728 81.77 0.04
as a director
1.4 Re-election of SLA 99.86 0.14 1,540,814,728 81.77 0.04
Sanusi as a director
1.5 Election of SAX Gwala as 99.89 0.11 1,540,814,728 81.77 0.04
a director
Ordinary resolution number 2
2.1 Election of SN Mabaso- 99.18 0.82 1,540,814,728 81.77 0.04
Koyana as a member of
the Audit Committee
2.2 Election of CWN Molope 99.46 0.54 1,540,814,728 81.77 0.04
as a member of the Audit
Committee
2.3 Election of NP Gosa as a 98.20 1.80 1,540,814,728 81.77 0.04
member of the Audit
Committee
2.4 Election of VM Rague 98.22 1.78 1,540,814,728 81.77 0.04
as a member of the Audit
Committee
2.5 Election of T 99.52 0.48 1,540,779,201 81.77 0.05
Pennington as a member
of the Audit Committee
2.6 Election of SAX Gwala as 99.51 0.49 1,540,814,728 81.77 0.04
a member of the Audit
Committee
Ordinary resolution number 3
3.1 Election of NL Sowazi 95.10 4.90 1,540,814,728 81.77 0.04
as a member of the
Social, Ethics and
Sustainability Committee
3.2 Election of KDK 98.23 1.77 1,540,814,728 81.77 0.04
Mokhele as a member of
the Social, Ethics and
Sustainability Committee
3.3 Election of SP Miller 99.59 0.41 1,540,814,728 81.77 0.04
as a member of the
Social, Ethics and
Sustainability Committee
3.4 Election of SAX Gwala 99.92 0.08 1,540,814,728 81.77 0.04
as a member of the
Social, Ethics and
Sustainability Committee
3.5 Election of SLA 99.88 0.12 1,540,814,728 81.77 0.04
Sanusi as a member of
the Social, Ethics and
Sustainability Committee
3.6 Election of N Newton- 99.93 0.07 1,540,814,728 81.77 0.04
King as a member of the
Social, Ethics and
Sustainability Committee
Ordinary resolution number 4
Appointment of Ernst & Young 99.97 0.03 1,540,814,728 81.77 0.04
Inc. as an auditor of the
Company
Ordinary resolution number 5
General authority for 89.07 10.93 1,540,814,728 81.77 0.04
directors to allot and issue
authorized but unissued
ordinary shares
Ordinary resolution number 6
General authority for 88.92 11.08 1,540,814,728 81.77 0.04
directors to allot and issue
ordinary shares for cash
Ordinary resolution number 7
Non-binding advisory vote on 75.66 24.34 1,540,778,733 81.77 0.05
the Company's remuneration
policy
Ordinary resolution number 8
Non-binding advisory vote on 59.18 40.82 1,540,778,733 81.77 0.05
the Company's remuneration
implementation report
SHARES
TOTAL SHARES VOTED
ABSTAINED
FOR AGAINST
NUMBER %* %*
RESOLUTION (%) (%)
Special resolution number 1
1.1 Proposed approval of 98.84 1.16 1,540,806,683 81.77 0.04
remuneration payable to
MTN Group Board Local
Chairman
1.2 Proposed approval of 99.98 0.02 1,540,806,683 81.77 0.04
remuneration payable to
MTN Group Board
International Chairman
1.3 Proposed approval of 99.98 0.02 1,540,806,683 81.77 0.04
remuneration payable to
MTN Group Board Local
member
1.4 Proposed approval of 99.98 0.02 1,540,806,683 81.77 0.04
remuneration payable to
MTN Group Board
International member
1.5 Proposed approval of 99.21 0.79 1,540,806,683 81.77 0.04
remuneration payable to
MTN Group Board Local
Lead Independent
director
1.6 Proposed approval of 99.98 0.02 1,540,806,683 81.77 0.04
remuneration payable to
MTN Group Board
International Lead
Independent director
1.7 Proposed approval of 99.22 0.78 1,540,806,683 81.77 0.04
remuneration payable to
Human Capital and
Remuneration Committee
Local Chairman
1.8 Proposed approval of 99.98 0.02 1,540,806,683 81.77 0.04
remuneration payable to
Human Capital and
Remuneration Committee
International Chairman
1.9 Proposed approval of 99.98 0.02 1,540,806,683 81.77 0.04
remuneration payable to
Human Capital and
Remuneration Committee
Local member
1.10 Proposed approval of 99.98 0.02 1,540,806,683 81.77 0.04
remuneration payable to
Human Capital and
Remuneration Committee
International member
1.11 Proposed approval of 99.98 0.02 1,540,806,683 81.77 0.04
remuneration payable to
Social, Ethics and
Sustainability Committee
Local Chairman
1.12 Proposed approval of 99.98 0.02 1,540,806,683 81.77 0.04
remuneration payable to
Social, Ethics and
Sustainability Committee
International Chairman
1.13 Proposed approval of 99.98 0.02 1,540,806,683 81.77 0.04
remuneration payable to
Social, Ethics and
Sustainability Committee
Local member
1.14 Proposed approval of 99.98 0.02 1,540,806,683 81.77 0.04
remuneration payable to
Social, Ethics and
Sustainability Committee
International member
1.15 Proposed approval of 99.98 0.02 1,540,806,683 81.77 0.04
remuneration payable to
Audit Committee Local
Chairman
1.16 Proposed approval of 99.98 0.02 1,540,806,683 81.77 0.04
remuneration payable to
Audit Committee
International Chairman
1.17 Proposed approval of 99.98 0.02 1,540,806,683 81.77 0.04
remuneration payable to
Audit Committee Local
member
1.18 Proposed approval of 99.98 0.02 1,540,806,683 81.77 0.04
remuneration payable to
Audit Committee
International member
1.19 Proposed approval of 77.62 22.38 1,540,806,610 81.77 0.04
remuneration payable to
Risk Management and
Compliance Committee
Local Chairman
1.20 Proposed approval of 99.98 0.02 1,540,806,610 81.77 0.04
remuneration payable to
Risk Management and
Compliance Committee
International Chairman
1.21 Proposed approval of 78.76 21.24 1,540,806,610 81.77 0.04
remuneration payable to
Risk Management and
Compliance Committee
Local member
1.22 Proposed approval of 99.98 0.02 1,540,806,610 81.77 0.04
remuneration payable to
Risk Management and
Compliance Committee
International member
1.23 Proposed approval of 99.98 0.02 1,540,806,610 81.77 0.04
remuneration payable to
Finance and Investment
Committee Local Chairman
1.24 Proposed approval of 99.98 0.02 1,540,806,610 81.77 0.04
remuneration payable to
Finance and Investment
Committee International
Chairman
1.25 Proposed approval of 99.98 0.02 1,540,806,610 81.77 0.04
remuneration payable to
Finance and Investment
Committee Local member
1.26 Proposed approval of 99.98 0.02 1,540,806,610 81.77 0.04
remuneration payable to
Finance and Investment
Committee International
member
1.27 Proposed approval of 99.98 0.02 1,540,806,610 81.77 0.04
remuneration payable to
Ad Hoc Strategy
Committee Local Chairman
(including from its
establishment in 2023)
1.28 Proposed approval of 99.54 0.46 1,540,806,610 81.77 0.04
remuneration payable to
Ad Hoc Strategy
Committee International
Chairman (including from
its establishment in
2023)
1.29 Proposed approval of 99.98 0.02 1,540,806,610 81.77 0.04
remuneration payable to
Ad Hoc Strategy
Committee Local member
(including from its
establishment in 2023)
1.30 Proposed approval of 99.55 0.45 1,540,806,610 81.77 0.04
remuneration payable to
Ad Hoc Strategy
Committee International
member (including from
its establishment in
2023)
1.31 Proposed approval of 99.98 0.02 1,540,806,610 81.77 0.04
remuneration payable to
Directors Affairs and
Corporate Governance
Committee Local Chairman
1.32 Proposed approval of 99.98 0.02 1,540,806,610 81.77 0.04
remuneration payable to
Directors Affairs and
Corporate Governance
Committee International
Chairman
1.33 Proposed approval of 99.98 0.02 1,540,806,610 81.77 0.04
remuneration payable to
Directors Affairs and
Corporate Governance
Committee Local member
1.34 Proposed approval of 99.98 0.02 1,540,806,610 81.77 0.04
remuneration payable to
Directors Affairs and
Corporate Governance
Committee International
member
1.35 Proposed approval of 99.98 0.02 1,540,806,610 81.77 0.04
remuneration payable to
Information Technology
Committee Local Chairman
1.36 Proposed approval of 99.98 0.02 1,540,806,610 81.77 0.04
remuneration payable to
Information Technology
Committee International
Chairman
1.37 Proposed approval of 99.98 0.02 1,540,806,610 81.77 0.04
remuneration payable to
Information Technology
Committee Local Member
1.38 Proposed approval of 99.98 0.02 1,540,806,610 81.77 0.04
remuneration payable to
Information Technology
Committee International
Member
1.39 Proposed approval of 78.76 21.24 1,540,651,123 81.76 0.05
remuneration payable to
Sourcing Committee Local
Chairman
1.40 Proposed approval of 99.98 0.02 1,540,651,123 81.76 0.05
remuneration payable to
Sourcing Committee
International Chairman
1.41 Proposed approval of 98.93 1.07 1,540,651,123 81.76 0.05
remuneration payable to
Sourcing Committee Local
Member
1.42 Proposed approval of 99.99 0.01 1,540,651,123 81.76 0.05
remuneration payable to
Sourcing Committee
International Member
Special resolution number 2
Repurchase of the Company's 99.96 0.04 1,540,580,029 81.76 0.06
shares
Special resolution number 3
Financial assistance to 97.11 2.89 1,540,651,123 81.76 0.05
subsidiaries and other
related and interrelated
entities
Special resolution number 4
Financial assistance to 95.46 4.54 1,540,651,123 81.76 0.05
directors and/or prescribed
officers and employee share
scheme beneficiaries
Special resolution number 5
Financial assistance to MTN 98.83 1.17 1,540,239,048 81.74 0.07
Zakhele Futhi (RF) Limited
* Expressed as a percentage of MTN ordinary shares in issue as at the Voting
Record Date.
Ernst & Young Inc. has issued a factual finding report on the results.
Shareholders are further advised that due to ordinary resolution number 8,
relating to the non-binding advisory vote on the Company's remuneration
implementation report, being voted against by more than 25% of the voting rights
exercised at the AGM, an invitation will be extended to dissenting shareholders
to engage with the Company. Further details on the shareholder engagements will
be announced on the Stock Exchange News Service of the JSE Limited in due
course.
Fairland
30 May 2025
Lead sponsor
JP Morgan Equities (SA) Proprietary Limited
Joint sponsor
Tamela Holdings Proprietary Limited
Date: 30-05-2025 04:28:00
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