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Results of 25th Annual General Meeting held on 21 May 2020
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 25th ANNUAL GENERAL MEETING HELD ON 21 MAY 2020
Shareholders are advised that at the 25th Annual General Meeting (“AGM”) held on Thursday, 21 May
2020 at 14:30 (South African time), all the ordinary and special resolutions, as set out in the notice of AGM
dated 24 April 2020, were presented to the shareholders entitled to vote being present in
person/virtually and/or represented by proxy.
The total number of shares present and represented, including proxies, at the meeting was 1 321 489 046
or 70.13% of MTN’s issued share capital as at Friday, 15 May 2020, 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 Election of L Sanusi as a
director 99.82 0.18 1 321 489 046 70.13 0.16
1.2 Election of V Rague as a 94.75 5.25 1 321 489 046 70.13 0.16
director
1.3 Re-election of S Miller as a 99.81 0.19 1 321 489 046 70.13 0.16
director
1.4 Re-election of P Hanratty as 96.90 3.10 1 321 489 046 70.13 0.13
a director
1.5 Re-election of N Sowazi as a 94.46 5.54 1 321 489 046 70.13 0.16
director
1.6 Re-election of AT Mikati as a
director 85.04 14.96 1 321 489 046 70.13 0.16
TOTAL SHARES VOTED SHARES
ABSTAINED
FOR AGAINST (%) NUMBER %* %*
RESOLUTION (%)
Ordinary resolution number 2
2.1 Election of KC Ramon as a
member of the audit 99.54 0.46 1 321 489 046 70.13 0.16
committee
2.2 Election of B Tshabalala as a
member of the audit 96.20 3.80 1 321 489 046 70.13 0.16
committee
2.3 Election of V Rague as a
member of the audit 99.27 0.73 1 321 489 046 70.13 0.16
committee
2.4 Election of PB Hanratty as a
member of the audit 97.47 2.53 1 321 489 046 70.13 0.13
committee
Ordinary resolution number 3
3.1 Election of L Sanusi as a
member of the Social and 99.90 0.10 1 321 489 046 70.13 0.16
Ethics committee
3.2 Election of S Miller as a
member of the Social and 99.89 0.11 1 321 489 046 70.13 0.16
Ethics committee
3.3 Election of N Sowazi as a
member of the Social and 98.85 1.15 1 321 489 046 70.13 0.16
Ethics committee
3.4 Election of K Mokhele as a
member of the Social and 94.61 5.39 1 321 489 046 70.13 0.16
Ethics committee
Ordinary resolution number 4
Re-appointment of
PricewaterhouseCoopers Inc. as an 68.01 31.99 1 321 489 046 70.13 0.28
auditor of the Company
Ordinary resolution number 5
Re-appointment of
SizweNtsalubaGobodo Grant 92.11 7.89 1 321 489 046 70.13 0.13
Thornton Inc. as an auditor of the
Company
Ordinary resolution number 6
Appointment of Ernst & Young as
an auditor of the Company 99.48 0.52 1 321 489 046 70.13 0.13
Ordinary resolution number 7
General authority for directors to
allot and issue ordinary shares 82.13 17.87 1 321 489 046 70.13 0.13
Ordinary resolution number 8
General authority for directors to
allot and issue ordinary shares for 81.58 18.42 1 321 489 046 70.13 0.18
cash
Ordinary resolution number 9
Non-binding advisory vote on the 59.70 40.30 1 321 489 046 70.13 0.13
Company’s remuneration policy
Ordinary resolution number 10
Non-binding advisory vote on the
Company’s remuneration 66.80 33.20 1 321 489 046 70.13 0.13
implementation report
Special resolution number 1
Proposed approval of
remuneration payable to non- 76.27 23.73 1 321 489 046 70.13 3.04
executive directors
Special resolution number 2
Repurchase of the Company’s 99.30 0.70 1 321 489 046 70.13 0.14
shares
Special resolution number 3
Financial assistance to subsidiaries
and other related and interrelated 94.22 5.78 1 321 489 046 70.13 0.12
entities
Special resolution number 4
Financial assistance to directors
and/or prescribed officers and 95.49 4.51 1 321 489 046 70.13 0.12
employee share scheme
beneficiaries
*Expressed as a percentage of 1 884 269 758 MTN ordinary shares in issue as at the Voting Record Date.
PriceWaterhouseCoopers Inc. issued a factual finding report on the results.
Shareholders are further advised that due to ordinary resolutions numbers 9 and 10 relating to the non-
binding advisory votes on the Company’s remuneration policy and implementation report being voted
against by more than 25% of the voting rights exercised at the AGM held on Thursday, 21 May 2020, an
invitation will be extended to such dissenting shareholders to engage with the Company. Further details
on the shareholder engagements will be announced on SENS in due course.
It is further noted, that a few shareholders have already engaged with the Company on their concerns
regarding the remuneration policy and implementation report during the Governance Roadshows held
on 7- 12 May 2020. Their concerns are being considered.
Fairland
22 May 2020
3
Lead sponsor
Tamela Holdings Proprietary Limited
Joint sponsor
JP Morgan Equities (SA) Proprietary Limited
4
Date: 22-05-2020 05:28:00
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