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Amendments to Notice of Annual General Meeting: Special Resolution 4
TELKOM SA SOC LIMITED
(Incorporated in the Republic South Africa)
(Registration number 1991/005476/30)
JSE code: TKG
ISIN: ZAE000044897
("Telkom")
Amendments to Notice of Annual General Meeting: Special Resolution 4
Shareholders are advised that at the annual general meeting of Telkom to be held on 26 August 2015
(“AGM”), the Board of the Company will propose that Special Resolution Number 4 (as set out on page 11 of
the notice of AGM), be amended, by the deletion of the numbered paragraph 3 thereof, save for the wording
“such authority to continue until the forthcoming Annual General Meeting of the company”. Numbered
paragraph 3 provides authority for the provision by the Company of financial assistance to directors to
enable them to subscribe for or acquire shares to meet the Company’s share ownership requirements for top
management.
In its revised form, Special Resolution Number 4 will read as follows –
“Financial assistance to subsidiaries and other related entities and inter-related entities and
to directors and prescribed officers and other persons who may participate in the Telkom SA
SOC Limited Employee Forfeitable Share Plan (“Employee FSP”).
RESOLVED THAT, to the extent required by the Companies Act, the board may, subject to
compliance with the requirements of the memorandum of incorporation, the Companies Act and the
Listings Requirements, each as presently constituted and as amended from time to time, authorise
the company to provide direct or indirect financial assistance by way of a loan, guarantee, the
provision of security or otherwise, to:
1 any of its present or future subsidiaries and/or any other company or entity that is or
becomes related or inter-related to the company for any purpose or in connection with any
matter, including, but not limited to, the subscription of any option, or any securities issued or
to be issued by the company or a related or inter-related company or entity, or for the
purchase of any securities of the company or a related or inter-related company or entity;
2 any of the present or future directors or prescribed officers of the company or of a related or
inter-related company or entity or to any other person who is or may be a participant in the
Employee FSP, for the purpose of, or in connection with, the subscription for any securities,
issued or to be issued by the company, or for the purchase of any securities of the company,
where such financial assistance is provided in terms of such scheme,
such authority to continue until the forthcoming Annual General Meeting 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 resolution. Whereas shareholders appreciate
that it is common for financial assistance to be provided by companies to directors and other employees to
facilitate their participation in employee incentive schemes (such as the Employee FSP), there appears to be
some contention with financial assistance provided to directors to enable them to purchase shares to meet
share ownership requirements, particularly where such financial assistance takes the form of interest free
loans.
Having given due consideration to these shareholder inputs, the fact that limited use has been made of such
assistance to date and in order to provide more comfort to shareholders, the Board has decided to propose
to shareholders at the AGM, limitation of the scope of the authority that would be conveyed by this
resolution, in the manner set out above. The effect of such amendment will be that the Company will not
have the authority to provide financial assistance to directors to enable them to meet the Company’s share
ownership requirements for top management.
To clarify, numbered paragraph 2 of Special Resolution Number 4, will be proposed in its current form, as it
is imperative to the operation of the Employee FSP that approval be obtained from shareholders to the
provision by the Company of financial assistance to participants in the Employee FSP, including executive
directors, to the extent required in law. The role of an effective employee incentive scheme in the context of
a listed company, to ensure the alignment of the interest of participants with those of shareholders and the
retention of qualifying employees, is emphasised. It is also noted that the Employee FSP does not provide
for any loans to be made to executives or other participants – there is no need for it as the employees are
not required to pay any consideration for their awards or the shares subject to their awards.
In the notice of the AGM, shareholders who have not dematerialised their shares or who have dematerialised
their shares with “own-name” registration were provided with instructions for the lodging of forms of proxy.
Shareholders who have already submitted their proxy votes to the transfer secretaries (Computershare
Investor Services Proprietary Limited), but who wish to change their vote in respect of Special Resolution
Number 4, are requested to lodge replacement forms of proxy with the chairperson of the AGM (and such
shareholders are requested to do so at least by 08:30 on 26 August 2015, which is 30 minutes prior to the
time appointed for commencement of the AGM). (The form of proxy can be downloaded from the
Company’s website using the following link http://www.telkom.co.za/ir/apps_static/ir/pdf/financial/pdf/Telkom-
Proxy.pdf)
Dematerialised shareholders without “own-name” registration who have already furnished their CSDP or
broker with their instructions for voting at the AGM, but who wish to change their vote in respect of Special
Resolution Number 4, are requested to urgently withdraw and thereafter replace their instructions for voting
with their CSDP or broker, in order to allow the CSDP or broker time to take appropriate action for their
revised votes to reflect.
Dematerialised shareholders without “own-name” registration who wish to attend the AGM are reminded that
they are required to request that their CSDP or broker issue the necessary letter of representation to them to
attend and vote at the AGM.
Pretoria
25 August 2015
Sponsor
The Standard Bank of South Africa Limited
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