TELKOM SA SOC LIMITED - Amendments to Notice of Annual General Meeting: Special Resolution 4

Amendments to Notice of Annual General Meeting: Special Resolution 4

Telkom SA SOC Limited
(Registration number 1991/005476/30)
JSE share code: TKG
ISIN: ZAE000044897
(“Telkom” or “the company”)

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 24 August 2016
(“AGM”), the Board of the Company will propose that Special Resolution Number 4 (as set out on page
217 of Integrated Report under notice of AGM), be amended to restrict financial assistance to
subsidiaries and Other Related Entities and Inter-related Entities.

In its revised form, Special Resolution Number 4 will read as follows –

Financial Assistance to Subsidiaries and Other Related Entities and Inter-related Entities

RESOLVED THAT, to the extent required by the Companies Act, the Board may, subject to compliance
with the requirements of the Memorandum of Incorporation and the Companies Act, 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.   such authority to continue until the forthcoming annual general meeting of the Company.

The reason for the proposed amendments is that, following engagements with shareholders after the
posting of the notice of AGM, Telkom received a number of inputs regarding this resolution. Having given
due consideration to these shareholder inputs 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 and prescribed officers to enable them to meet the Company’s share
ownership requirements for top management.

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 09:30 on 24 August 2016, 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.


Centurion
19 August 2016


Sponsor
The Standard Bank of South Africa Limited



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