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MTN GROUP LIMITED - Results of 25th Annual General Meeting held on 21 May 2020

Release Date: 22/05/2020 17:28
Code(s): MTN     PDF:  
 
Wrap Text
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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