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Results of Annual General Meeting
MTN Group Limited
(Incorporated in the Republic of South Africa)
Registration Number 1994/009584/06
Share code: MTN
ISIN: ZAE000042164
("MTN" or the “Company”)
RESULTS OF ANNUAL GENERAL MEETING
Shareholders of MTN are advised that at the 23rd Annual General Meeting (“AGM”) held on
Thursday, 24 May 2018 at 14:30 (South African time), all the ordinary and special resolutions, as
set out in the notice of Annual General Meeting dated 29 March 2018, were passed by the
requisite majority of votes of shareholders present in person or represented by proxy.
The total number of shares present/represented, including proxies, at the meeting was
1 595 499 156 or 84.67% of MTN’s issued share capital as at Friday, 18 May 2018, being the
Voting Record Date.
The voting results were as follows:
SHARES
TOTAL SHARES VOTED
ABSTAINED
FOR AGAINST
NUMBER %* %*
RESOLUTION (%) (%)
Ordinary resolution number 1
1.1 Re-election of KC Ramon as
99.61 0.39 1 593 558 321 84.57 0.10
a director
1.2 Re-election of A Harper as a
77.88 22.12 1 582 157 717 83.97 0.71
director
1.3 Re-election of NP Mageza
98.91 1.09 1 593 561 546 84.57 0.10
as a director
1.4 Re-election of MLD Marole
99.77 0.23 1 593 563 160 84.57 0.10
as a director
1.5 Re-election of KP Kalyan as
97.24 2.76 1 593 557 200 84.57 0.10
a director
1.6 Re-election of AT Mikati as a
86.95 13.05 1 592 389 140 84.51 0.17
director
1.7 Re-election of J van Rooyen
92.10 7.90 1 592 383 007 84.51 0.17
as a director
Ordinary resolution number 2
2.1 Election of KC Ramon as a
member of the audit 99.66 0.34 1 593 557 215 84.57 0.10
committee
2.2 Election of PB Hanratty as a
member of the audit 99.96 0.04 1 594 080 617 84.60 0.08
committee
2.3 Election of NP Mageza as a
member of the audit 97.85 2.15 1 593 562 987 84.57 0.10
committee
2.4 Election of J van Rooyen as
a member of the audit 96.49 3.51 1 588 432 755 84.30 0.38
committee
Ordinary resolution number 3
Re-appointment of
67.82 32.18 1 593 610 730 84.57 0.10
PricewaterhouseCoopers Inc. as
an auditor of the Company
Ordinary resolution number 4
Re-appointment of
68.90 31.10 1 594 084 609 84.60 0.08
SizweNtsalubaGobodo Inc. as an
auditor of the Company
Ordinary resolution number 5
General authority for directors to 84.71 15.29 1 594 088 283 84.60 0.07
allot and issue ordinary shares
Ordinary resolution number 6
General authority for directors to
84.49 15.51 1 594 087 745 84.60 0.07
allot and issue ordinary shares for
cash
Ordinary resolution number 7
Non-binding advisory vote on the 93.80 6.20 1 586 393 180 84.19 0.48
Company’s remuneration policy
Ordinary resolution number 8
Non-binding advisory vote on the
68.17 31.83 1 574 342 764 83.55 1.12
Company’s remuneration
implementation report
Special resolution number 1
Proposed approval of
96.32 3.68 1 586 384 981 84.19 0.48
remuneration payable to non-
executive directors
Special resolution number 2
Repurchase of the Company’s 99.65 0.35 1 593 485 653 84.57 0.11
shares
Special resolution number 3
Financial assistance to
99.93 0.07 1 592 914 150 84.54 0.14
subsidiaries and other related and
interrelated entities
Special resolution number 4
Financial assistance to directors
and/or prescribed officers and 98.11 1.89 1 585 742 797 84.16 0.52
employee share scheme
beneficiaries
*Expressed as a percentage of 1 884 269 758 MTN ordinary shares in issue as at the Voting
Record Date.
Shareholders are further advised that due to ordinary resolution number 8 relating to the non-
binding advisory vote on the Company’s remuneration implementation report being voted against
by more than 25% of shareholders present in person or represented by proxy at its 23rd AGM held
on Thursday, 24 May 2018, an invitation is extended to such dissenting shareholders to engage
with the company as follows:
1) Dissenting shareholders are further invited to forward their concerns/questions on the
remuneration implementation report to the group secretary in writing by close of
business on Friday, 1 June 2018;
2) All dissenting shareholders to confirm their engagement to the group secretary by no
later than close of business on Friday, 1 June 2018; and
3) A telephone conference has been arranged for Tuesday, 5 June 2018 from 12h00 to
13h00 (SA time).
Group Secretary: Bongi Mtshali
Bongi.Mtshali@mtn.com
28 May 2018
Sponsor
Deutsche Securities (SA) Proprietary Limited
Date: 28/05/2018 05:21:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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