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BCX / Telkom - Results Of The BXC Scheme Meeting

Release Date: 12/06/2006 16:57
Code(s): TKG BCX
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BCX / Telkom - Results Of The BXC Scheme Meeting Business Connexion Group Limited (Incorporated in the Republic of South Africa) (Registration number 1988/005282/06) Share code: BCX & ISIN: ZAE000054631 ("BCX") Telkom SA Limited (Incorporated in the Republic of South Africa) (Registration number 1991/005476/06) Share code: TKG & ISIN: ZAE000044897 ("Telkom") RESULTS OF THE BCX SCHEME MEETING RESULTS OF THE MEETING Further to the announcement published on the Securities Exchange News Service ("SENS") of the JSE Limited on Tuesday, 16 May 2006 and in the press on Wednesday, 17 May 2006, BCX shareholders are advised that: The scheme of arrangement ("the scheme") in terms of section 311 of the Companies Act, 1973, as amended, proposed by Telkom SA Limited ("Telkom") between BCX and its shareholders, has been approved by 99.58% of votes exercised by BCX"s shareholders present and voting either in person or by proxy at the scheme meeting held on Monday, 12 June 2006. Application will be made to the High Court of South Africa (Witwatersrand Local Division) ("the Court") on Tuesday, 20 June 2006 at 10:00 or as soon thereafter as Counsel may be heard for the sanctioning of the scheme. The Court is located in the High Court Building, Von Brandis Square, corner Pritchard and Von Brandis Streets, Johannesburg. The scheme is still subject to the fulfillment of, inter alia, the conditions precedent set out in paragraph 2 below, but once the scheme becomes operative, scheme participants will be entitled to receive 900 cents for every scheme share held on the record date for the scheme. Telkom has furthermore agreed to BCX paying a dividend of 25 cents per BCX share prior to the implementation of the scheme. CONDITIONS PRECEDENT The remaining outstanding conditions precedent to the scheme are the sanctioning of the scheme by the Court, the registration by the Registrar of Companies in South Africa ("Registrar") of the Order of Court sanctioning the scheme and the approval by the Competition Authorities of the proposed acquisition in terms of the Competition Act, 1998 (Act 89 of 1998) as amended, either unconditionally or subject to such conditions as may be acceptable to Telkom. CHAIRMAN"S REPORT A copy of the Chairman"s report on the scheme meeting will be available for inspection to BCX shareholders from Tuesday, 13 June 2006 during normal business hours from the registered offices of BCX, Business Connexion Park North, 789 16th Road, Randjespark, Midrand or from the office of the transfer secretaries, Ultra Registrars (Pty) Limited, 11 Diagonal Street, Johannesburg. FURTHER ANNOUNCEMENT Further announcements regarding the outcome of the application to the Court, final salient dates and times of the scheme and details of the surrender procedure for scheme shares, will be made to shareholders in due course. Sandton 12 June 2006 Investment Bank to BCX Attorneys to BCX and the Financial advisor and scheme sponsor to Telkom (Investec Corporate (Cliffe Dekker Inc logo) (UBS logo) Finance logo) Transaction sponsor Reporting accountants and Attorneys to Telkom auditors (Investec Bank logo) (Deloitte & Touche logo) (Werksmans Inc. logo() Date: 12/06/2006 04:57:18 PM Supplied by www.sharenet.co.za Produced by the JSE SENS Department

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