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Amendments to Notice of Annual General Meeting
Telkom SA SOC Limited
(Registration Number 1991/005476/30)
ISIN ZAE000044897
JSE Share Code TKG
("Telkom" or "the Company")
Amendments to Notice of Annual General Meeting
Shareholders are advised that at the annual general meeting of Telkom to be held on 27 September 2013
(“AGM”), the Board of the Company will propose that –
1. Special Resolution Number 1 as set out in the notice of the AGM be amended so as to reduce the
cap of the number of ordinary shares that may be repurchased in any one financial year under the
general authority granted by such resolution from 20% to 10% of the Company’s issued ordinary
share capital at the time that the authority is granted;
2. Paragraph 2 of Special Resolution Number 4 as set out in the notice of AGM be amended so that
financial assistance to directors, prescribed officers and other employees can only be given to them
(and not to any person, company or other entity that is related or inter-related to them) in respect of
Telkom shares acquired by them in terms of the Employee FSP proposed to be adopted at the AGM
(“Employee FSP”); and
3. the scheme allocation/limit of the Employee FSP (i.e. the number of Telkom ordinary shares that
may be granted to directors, prescribed officers and other employees participating in the Employee
FSP) be reduced from 52 078 390 Telkom ordinary shares, equating to approximately 10% of the
number of issued ordinary shares of Telkom as at the date of the adoption of the Employee FSP by
the shareholders of the Company, to 26 039 195 Telkom ordinary shares, equating to approximately
5% of the number of issued ordinary shares of Telkom as at the date of the adoption of the
Employee FSP by the shareholders of the Company.
The reason for the proposed amendments is that, after the posting of the notice of AGM, Telkom received a
number of inputs from shareholders regarding the relevant resolutions. Having given due consideration to
these shareholder inputs, the Board has decided to limit the scope of the authority that would be conveyed
by these resolutions, in order to give provide more comfort to the shareholders.
The Board has also deemed it appropriate to make available an explanatory memorandum which is intended
to provide further clarity and context on the Board’s proposals as set out in the notice of AGM, as well as
further details to the proposed amendments to the Notice of AGM referred to above. The memorandum can
be found on the Company’s website at www.telkom.co.za and hard copies can be obtained from the
Company’s offices (17th Floor, TTN, 152 Johannes Ramokhoase Street, Pretoria).
In the notice of the AGM, shareholders who have not dematerialised their shares or who have dematerialised
their shares with “own-name” registration were requested to submit their proxy votes to Computershare
Investor Services Proprietary Limited 48 hours before the AGM. The Board however wishes to advise
shareholders that proxy forms not delivered to the transfer secretaries by the relevant time, can nevertheless
be lodged immediately prior to the AGM, in accordance with the instructions therein, with the Chairperson of
the AGM (and shareholders are requested to do so at least by 08h30, which is 30 minutes prior to the time
appointed for the AGM).
Pretoria
26 September 2013
Sponsor
The Standard Bank of South Africa Limited
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