TELKOM SA SOC LIMITED - Notice of financial assistance in terms of Section 45(5) of the Companies Act of 2008

Notice of financial assistance in terms of Section 45(5) of the Companies Act of 2008

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



NOTICE OF FINANCIAL ASSISTANCE IN TERMS OF SECTION 45(5) OF THE COMPANIES ACT OF
2008


Shareholders are referred to Special Resolution Number 4 relating to the provision of direct or indirect
financial assistance in terms of Section 45 of the Companies Act, No 71 of 2008 (“the Companies Act”)
to related or inter-related companies, which was approved at the annual general meeting of the company
held on 24 August 2016.

We hereby notify the shareholders that the Board of Directors of the company has adopted a resolution
granting financial assistance, as contemplated in section 45 of the Companies Act, to Business
Connexion Proprietary Limited (“BCX”), in the amount of R1,000,000,000 to provide for working capital
requirements, settle certain debt commitments, as well as to provide funding for future expansion. This is
aligned with our announced strategy of integrating our Enterprise Business with BCX as our go to market
entity providing a truly converged business offering end to end solutions to our Enterprise customers.

Shareholders are hereby further notified of financial assistance of R155,000,000 to Acajou Investments
Proprietary Limited, a 100% subsidiary that has been converted for purposes of housing and funding a
new business venture in the digital gaming arena and to be renamed Digital Gaming League Holdings
Pty Ltd.

A centralised Group Treasury function has been created as we seek to fund Group operations and
growth in the most efficient and effective manner.

The Board confirms that immediately after providing the financial assistance, the company continues to
satisfy the solvency and liquidity test as contemplated in Section 4 of the Companies Act in that:

a)   the assets of the company, as fairly valued, would be equal to or exceed the liabilities of the
     company, as fairly valued; and

b)   the company would be able to pay its debts as they became due in the ordinary course of business
     for a period of 12 (twelve) months after the date on which the test was considered or 12 (twelve)
     months following the granting of the financial assistance.

The Board furthermore confirms that the terms and conditions of the financial assistance are fair and
reasonable to the Company.


Centurion

19 December 2016


Sponsor
The Standard Bank of South Africa Limited

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