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MTN GROUP LIMITED - Results of 24th Annual General Meeting.

Release Date: 27/05/2019 14:53
Code(s): MTN     PDF:  
 
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Results of 24th 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 24th ANNUAL GENERAL MEETING

Shareholders of MTN are advised that at the 24th Annual General Meeting
(“AGM”) held on Thursday, 23 May 2019 at 14:30 (South African time), all
the ordinary and special resolutions, as set out in the notice of AGM
dated 18 April 2019, were passed by the requisite majority of votes of
shareholders entitled to vote being present in person and/or represented
by proxy.

The total number of shares present and represented, including proxies,
at the meeting was 1 460 012 369 or 77.48% of MTN’s issued share capital
as at Friday, 17 May 2019, being the Voting Record Date.

*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 findings report on the results.

The voting results were as follows:

                                                                       SHARES
                                       TOTAL SHARES VOTED
                                                                     ABSTAINED
                             FOR   AGAINST
                                                 NUMBER       %*        %*
RESOLUTION                   (%)     (%)

Ordinary resolution
number 1
1.1 Election of MH Jonas    99.3                              77.3
                                      0.70    1 458 163 648            0.10
    as a director             0                                9
1.2 Election of KDK         93.7                              77.3
                                      6.26    1 456 917 918            0.16
    Mokhele as a director     4                                2
1.3 Election of BS
                            99.9                              77.3
    Tshabalala as a                   0.01    1 456 921 153            0.16
                              9                                2
    director
1.4 Re-election of S
                            99.9                              77.3
    Kheradpir as a                    0.02    1 456 920 635            0.16
                              8                                2
    director
1.5 Re-election of KP       93.7                              77.3
                                      6.30    1 456 921 468            0.16
    Kalyan as a director      0                                2
1.6 Re-election of AT       88.7                              77.3
                                      11.27   1 456 921 335            0.16
    Mikati as a director      3                                2
1.7 Re-election of J van    89.8                              77.3
                                      10.20   1 456 921 601            0.16
    Rooyen as a director      0                                2
                                                                       SHARES
                                       TOTAL SHARES VOTED
                                                                     ABSTAINED


                                                                         1
                               FOR   AGAINST
                                                  NUMBER       %*     %*
RESOLUTION                     (%)     (%)
1.8 Re-election    of MLD     99.3                             77.3
                                      0.65     1 456 921 151          0.16
     Marole as a   director     5                               2
1.9 Re-election    of NP      96.6                             77.3
                                      3.31     1 456 921 151          0.16
     Mageza as a   director     9                               2
1.10 Re-election   of A       79.9                             76.8
                                     20.08     1 447 151 943          0.68
     Harper as a   director     2                               0

Ordinary resolution
number 2
2.1 Election of KC Ramon
                              99.9                             73.2
    as a member of the                0.01     1 380 081 942          0.16
                                9                               4
    audit committee
2.2 Election of PB
    Hanratty as a member      99.9                             77.3
                                      0.01     1 456 926 020          0.16
    of the audit                9                               2
    committee
2.3 Election of NP Mageza
                              96.7                             77.3
    as a member of the                3.22     1 456 917 851          0.16
                                8                               2
    audit committee
2.4 Election of J van
                              92.9                             77.3
    Rooyen as a member of             7.08     1 456 926 301          0.16
                                2                               2
    the audit committee

Ordinary resolution
number 3
Re-appointment of
PricewaterhouseCoopers        61.9                             77.3
                                     38.09     1 458 306 107          0.09
Inc. as an auditor of the       1                               9
Company

Ordinary resolution
number 4
Re-appointment of
SizweNtsalubaGobodo           67.6                             77.3
                                     32.38     1 458 306 107          0.09
Gr0ant Thornton Inc. as         2                               9
an auditor of the Company

Ordinary resolution
number 5
General   authority   for
                              92.7                             77.3
directors to allot and                7.23     1 458 302 120          0.09
                                7                               9
issue ordinary shares

Ordinary resolution
number 6
General   authority   for
directors to allot and        84.1                             77.3
                                     15.83     1 458 302 464          0.09
issue ordinary shares for       7                               9
cash



                                                                       2
                                                                      SHARES
                                     TOTAL SHARES VOTED
                                                                    ABSTAINED
                            FOR    AGAINST
                                                NUMBER       %*        %*
RESOLUTION                  (%)      (%)
Ordinary resolution
number 7
Non-binding advisory vote
                            82.2                             76.8
on      the     Company’s          17.80     1 448 521 098            0.61
                              0                               7
remuneration policy
Ordinary resolution
number 8
Non-binding advisory vote
on      the     Company’s   78.5                             75.2
                                   21.48     1 417 140 870            2.28
remuneration                  2                               1
implementation report

Special resolution number
1
Proposed approval of
                            92.0                             73.3
remuneration payable to             8.00     1 381 245 175            0.10
                              0                               0
non-executive directors

Special resolution number
2
Repurchase     of     the   99.7                             77.3
                                    0.26     1 458 177 836            0.10
Company’s shares              4                               9

Special resolution number
3
Financial assistance to
subsidiaries   and  other   99.4                             77.3
                                    0.60     1 458 311 576            0.09
related and interrelated      0                               9
entities

Special resolution number
4
Financial assistance to
directors          and/or
                            95.1                             77.3
prescribed officers and             4.90     1 458 303 313            0.09
                              0                               9
employee   share   scheme
beneficiaries



Fairland
27 May 2019

Lead sponsor
JP Morgan Equities (SA) Proprietary Limited


Joint sponsor

                                                                        3
Tamela Holdings Proprietary Limited




                                      4

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