MTN ZAKHELE (RF) LIMITED - Results of general meeting relating to MTN Zakhele's unwinding in November 2016

Results of general meeting relating to MTN Zakhele's unwinding in November 2016

MTN Zakhele (RF) Limited
(Incorporated in South Africa)
(Registration number 2010/004693/06)
Share code: MTNZBE ISIN: ZAE000208526
(“MTN Zakhele” or “MTNZ” or the “Company”)

RESULTS OF GENERAL MEETING RELATING TO MTN ZAKHELE’S UNWINDING IN NOVEMBER 2016
(“MTN ZAKHELE UNWINDING SCHEME”)

MTNZ ordinary and preference shareholders are advised that the voting results at the general
meeting of MTNZ regarding the approval by MTNZ ordinary and preference shareholders for the
implementation of the MTN Zakhele Unwinding Scheme, held at the Sandton Convention Centre on
Tuesday, 11 October 2016, were as follows:

MTNZ ordinary and preference shareholders

 Resolution                 Number of       Number of      For***        Against***    Abstained*
                            MTNZ            MTNZ                                       ***
                            ordinary        ordinary
                            shares and      shares and
                            preference      preference
                            shares          shares
                            voted*          voted as a
                                            percentage
                                            of    MTNZ
                                            ordinary
                                            shares and
                                            preference
                                            shares   in
                                            issue**
 SPECIAL RESOLUTION         43 603 124      52.21046%      99.99989%     0.00011%      0.00702%
 NUMBER 1
 Approval of the MTN
 Zakhele Unwinding
 Scheme
*      This includes votes for, against and abstentions.
**     Based on 80 888 207 MTNZ ordinary shares and 2 625 952 MTNZ preference shares in issue
       as at the date of the general meeting.
***    In relation to the total number of MTNZ ordinary shares and preference shares voted for and
       against at the general meeting after, taking cognisance of the fact that the MTNZ preference
       shares carry 95% of the total voting rights exercisable on special resolution number 1.
****   Based on 80 888 207 MTNZ ordinary shares and 2 625 952 MTNZ preference shares in issue
       as at the date of the general meeting, after taking cognisance of the fact that the MTNZ
       preference shares carry 95% of the total voting rights exercisable on special resolution
       number 1.
                                                                                              

MTNZ ordinary shareholders

 Resolution                Number of      Number of       For***         Against***   Abstained*
                           MTNZ           MTNZ                                        *
                           ordinary       ordinary
                           shares         shares
                           voted*         voted as a
                                          percentage
                                          of    MTNZ
                                          ordinary
                                          shares   in
                                          issue**
 SPECIAL RESOLUTION        40 977 172     50.65902%       99.99566%      0.00434%     0.14031%
 NUMBER 1
 Approval of the MTN
 Zakhele Unwinding
 Scheme
*      This includes votes for, against and abstentions.
**     Based on 80 888 207 MTNZ ordinary shares in issue as at the date of the general meeting.
***    In relation to the total number of MTNZ ordinary shares voted for and against at the general
meeting.


Based on the above voting results, the special resolution was passed by the requisite majority of
MTNZ ordinary and preference shareholders present in person or represented by proxy at the
general meeting.


Johannesburg
12 October 2016

Corporate Advisor
Tamela Holdings

Transaction Sponsor
Nedbank Corporate and Investment Banking

Legal Advisor
Webber Wentzel Attorneys

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