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MTN ZAKHELE FUTHI (RF) LIMITED - MTNZF RESULTS OF THE WRITTEN RESOLUTION OF SHAREHOLDERS AND NOTICE OF ANNUAL GENERAL MEETING

Release Date: 29/06/2020 08:00
Code(s): MTNZF     PDF:  
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MTNZF RESULTS OF THE WRITTEN RESOLUTION OF SHAREHOLDERS AND NOTICE OF ANNUAL GENERAL MEETING

MTN Zakhele Futhi (RF) Limited
(Incorporated in the Republic of South Africa)
(Date of incorporation: 21 June 2016)
(Registration number: 2016/268837/06)
JSE share code: MTNZF
ISIN: ZAE000279402
LEI: 378900429C4F73B1BE74
(“MTNZF” or the “Company”)


RESULTS OF THE WRITTEN RESOLUTION OF SHAREHOLDERS AND NOTICE OF ANNUAL
GENERAL MEETING

Written resolution

MTNZF shareholders ("Shareholders") are referred to the announcement released on the Stock
Exchange News Service (“SENS”) of the JSE Limited ("JSE") on 5 June 2020, regarding the submission
to Shareholders of a notice of written resolution (“Resolution”) proposed to be adopted in terms of
section 60 of the Companies Act, 71 of 2008, as amended (“Companies Act”).

Shareholders were advised that the Resolution would be adopted and become effective in accordance
with section 60(2)(a) of the Companies Act as soon as the voting rights exercised in favour of the
Resolution equated to the requisite percentage of voting rights required for the Resolution to be adopted
as a special resolution in terms of the Companies Act (being 75% of the voting rights entitled to be
exercised on the Resolution).

Shareholders are hereby advised that, as at the date of this announcement, the Resolution has received
the support of persons exercising sufficient voting rights for the Resolution to be adopted in terms of
section 60(2)(a) of the Companies Act, and has been filed with the Companies and Intellectual Property
Commission.

The statement describing the complete set of voting results will be published on SENS on Tuesday, 14
July 2020.

Notice of annual general meeting (“AGM”)

Due to the COVID-19 outbreak in South Africa, its status as an ongoing pandemic and its declaration
as a “national disaster” in terms of the Disaster Management Act, No. 57 of 2002 (and accordingly, the
restrictions imposed thereby on public gatherings), and the subsequent declaration by President Cyril
Ramaphosa of a nation-wide lockdown, and the subsequent amendment to the memorandum of
incorporation of the Company, pursuant to the Resolution referred to above, allowing the Company to
hold its general meetings and AGMs (as the case may be), and including the 2020 AGM, entirely by
electronic communication as contemplated in section 63(2)(a) of the Companies Act, the board of
MTNZF has determined that it is necessary, prudent and preferable that the upcoming 2020 AGM be
held entirely by way of electronic participation, and not by way a physical meeting.

As a result of the above, notice is hereby given to Shareholders that the 4th AGM of the Company will
be held entirely by way of electronic communication as contemplated in section 63(2)(a) of the
Companies Act at https://mtnzfagm.votingplatform.corporateactions.co.za/login on Monday, 3 August
2020 at 11:30 (South African time).

The important dates and times relating to the AGM are outlined below:

                                                      Dates
 Record date to determine the shareholders              Friday, 19 June 2020                                                                                                            1
 entitled to receive the notice to the AGM
 
 Posting date                                           Monday, 29 June 2020
 
 Last date to trade to be eligible to participate in    Tuesday, 21 July 2020
 and vote at the AGM
 
 Record date to be eligible to participate in and       Friday, 24 July 2020
 vote at the AGM
 
 Meeting date                                           Monday, 3 August 2020

Shareholders are advised that the notice of AGM (including the summarised annual financial statements
for the year ended 31 December 2019) is available in English, Zulu and Sotho on the Company’s website
at – https://www.mtnzakhelefuthi.co.za/investor-relations under the section titled “Notice to Annual
General Meetings” as from today.

Participation and voting at the AGM

Shareholders will have the opportunity to cast their votes electronically through the iProxy platform prior
to the meeting, or send in their proxy forms, or to participate in and/or vote online, using their smartphone,
tablet or computer, subject to the provisions applicable to dematerialised shareholders without own-name
registration.

Shareholders are referred to the online shareholders guide that has been provided in the notice of AGM
and is also available on the Company's website at – https://www.mtnzakhelefuthi.co.za/investor-relations
under the section titled “Notice to Annual General Meetings” which provides the details of the electronic
meeting and valuable information to prepare Shareholders for electronic participation in and/or voting at
the AGM.

Shareholders will be liable for their own network charges in relation to electronic participation in and/or
voting at the AGM. Any such charges will not be for the account of the JSE, the Company or any service
provider retained for purposes of hosting and/or facilitating the electronic AGM. None of the JSE, the
Company or any such service provider can be held accountable in the case of loss of network connectivity
or other network failure due to insufficient airtime, internet connectivity, internet bandwidth and/or power
outages which may prevents any such Shareholder from participating in and/or voting at the AGM.

Notwithstanding the above, Shareholders are reminded that they are still able to vote normally through
proxy submission, despite deciding to participate either electronically or not at all in the AGM.
Shareholders are advised, and strongly encouraged, to participate in the AGM electronically and, for
administrative ease, to make use of the online proxy platform as outlined in the notice of AGM, subject to
the provisions applicable to dematerialised shareholders without own-name registration. Shareholders are
encouraged to lodge their proxies timeously.

Johannesburg
29 June 2020

JSE Sponsor:
Tamela Holdings Proprietary Limited




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Date: 29-06-2020 08:00:00
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