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Results of 26th Annual General Meeting held on 28 May 2021
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 26th ANNUAL GENERAL MEETING HELD ON 28 MAY 2021
Shareholders are advised that at the 26th Annual General Meeting (“AGM”) held on Friday, 28 May 2021
at 14:30 (South African time), all the ordinary and special resolutions, as set out in the notice of AGM
dated 29 April 2021, 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
1,469,679,138 or 78% of MTN’s issued share capital as at Friday, 28 May 2021, being the Voting Record
Date. The total number of members present in person was 18.
The voting results were as follows:
SHARES
TOTAL SHARES VOTED
ABSTAINED
FOR
AGAINST (%) NUMBER %* %*
RESOLUTION (%)
Ordinary resolution number 1
1.1 Election of S Mabaso - 97.10 2.90 1,465,668,589 77.78 0.21
Koyana as a director
1.2 Election of N Molope as a 99.92 0.08 1,466,388,086 77.82 0.17
director
1.3 Election of N Gosa as a 99.93 0.07 1,466,388,086 77.82 0.17
director
1.4 Re-election of S Kheradpir as 99.22 0.78 1,466,388,086 77.82 0.17
a director
1.5 Re-election of PB Hanratty as 97.98 2.02 1,466,388,086 77.82 0.17
a director
1.6 Re-election of SB Miller as a 99.94 0.06 1,466,388,057 77.82 0.17
director
1.7 Re-election of NL Sowazi as a 97.50 2.50 1,466,388,086 77.82 0.17
director
1.8 Election of T Molefe as a 99.76 0.24 1,466,388,086 77.82 0.17
director
Ordinary resolution number 2
2.1 Election of S Mabaso- Koyana 96.68 3.32 1,465,852,889 77.79 0.20
as a member of the audit
committee
2.2 Election of N Molope as a 99.92% 0.08% 1,466,388,086 77.82 0.17
member of the audit
committee
2.3 Election of N Gosa as a 98.30 1.70 1,466,388,086 77.82 0.17
member of the audit
committee
2.4 Election of BS Tshabalala as a 95.93 4.07 1,466,388,086 77.82 0.17
member of the audit
committee
2.5 Election of V Rague as a 97.05 2.95 1,465,642,472 77.78 0.21
member of the audit
committee
Ordinary resolution number 3
3.1 Election of N Gosa as a 99.96 0.04 1,466,393,712 77.82 0.17
member of the social and
ethics committee
3.2 Election of L Sanusi as a 99.95 0.05 1,466,393,712 77.82 0.17
member of the Social and
Ethics committee
3.3 Election of SB Miller as a 99.94 0.06 1,466,386,572 77.82 0.17
member of the Social and
Ethics committee
3.4 Election of N Sowazi as a 99.08 0.92 1,466,393,712 77.82 0.17
member of the Social and
Ethics committee
3.5 Election of K Mokhele as a 99.44 0.56 1,466,393,712 77.82 0.17
member of the Social and
Ethics committee
Ordinary resolution number 4
Re-appointment of 74.64 25.36 1,467,203,722 77.87 0.13
PricewaterhouseCoopers Inc. as an
auditor of the Company
Ordinary resolution number 5
Appointment of Ernst & Young as 99.99 0.01 1,467,205,207 77.87 0.13
an auditor of the Company
Ordinary resolution number 6
General authority for directors to 89.06 10.94 1,466,596,464 77.83 0.16
allot and issue ordinary shares
Ordinary resolution number 7
General authority for directors to 86.92 13.08 1,466,596,466 77.83 0.16
allot and issue ordinary shares for
cash
Ordinary resolution number 8
Non-binding advisory vote on the 85.99 14.01 1,461,814,344 77.58 0.42
Company’s remuneration policy
Ordinary resolution number 9
Non-binding advisory vote on the 60.77 39.23 1,461,434,386 77.56 0.44
Company’s remuneration
implementation report
Ordinary resolution number 10
Authorisation to sign documents to 99.91 0.09 1,466,546,029 77.83 0.17
give effect to resolutions
SHARES
TOTAL SHARES VOTED
ABSTAINED
FOR
AGAINST (%) NUMBER %* %*
RESOLUTION (%)
Special resolution number 1
1.1 Proposed approval of 96.84 3.16 1,467,107,545 77.86 0.14
remuneration payable to
MTN Group Board Local
Chairman
1.2 Proposed approval of 96.74 3.26 1,467,107,545 77.86 0.14
remuneration payable to
MTN Group Board
International Chairman
1.3 Proposed approval of 99.19 0.81 1,467,107,545 77.86 0.14
remuneration payable to
MTN Group Board Local
member
1.4 Proposed approval of 97.54 2.46 1,467,107,545 77.86 0.14
remuneration payable to
MTN Group Board
International member
1.5 Proposed approval of 98.85 1.15 1,467,107,545 77.86 0.14
remuneration payable to
MTN Group Board Local Lead
Independent director
1.6 Proposed approval of 97.48 2.52 1,467,107,545 77.86 0.14
remuneration payable to
MTN Group Board
International Lead
Independent director
1.7 Proposed approval of 99.14 0.86 1,467,107,397 77.86 0.14
remuneration payable to
Remuneration and human
resources committee Local
Chairman
1.8 Proposed approval of 97.52 2.48 1,467,107,397 77.86 0.14
remuneration payable to
Remuneration and human
resources committee
International Chairman
1.9 Proposed approval of 99.22 0.78 1,467,107,395 77.86 0.14
remuneration payable to
Remuneration and human
resources committee Local
member
1.10 Proposed approval of 97.52 2.48 1,467,107,397 77.86 0.14
remuneration payable to
Remuneration and human
resources committee
International member
1.11 Proposed approval of 99.23 0.77 1,467,114,508 77.86 0.14
remuneration payable to
Social and ethics committee
Local Chairman
1.12 Proposed approval of 97.07 2.93 1,467,114,508 77.86 0.14
remuneration payable to
Social and ethics committee
International Chairman
1.13 Proposed approval of 99.23 0.77 1,467,114,508 77.86 0.14
remuneration payable to
Social and ethics committee
Local member
1.14 Proposed approval of 97.54 2.46 1,467,114,508 77.86 0.14
remuneration payable to
Social and ethics committee
International member
1.15 Proposed approval of 99.24 0.76 1,467,107,545 77.86 0.14
remuneration payable to
Audit committee Local
Chairman
1.16 Proposed approval of 97.54 2.46 1,467,107,543 77.86 0.14
remuneration payable to
Audit committee
International Chairman
1.17 Proposed approval of 99.24 0.76 1,467,107,545 77.86 0.14
remuneration payable to
Audit committee Local
member
1.18 Proposed approval of 97.54 2.46 1,467,107,545 77.86 0.14
remuneration payable to
Audit committee
International member
1.19 Proposed approval of 98.93 1.07 1,467,107,545 77.86 0.14
remuneration payable to Risk
management and
compliance committee Local
Chairman
1.20 Proposed approval of 96.80 3.20 1,467,107,545 77.86 0.14
remuneration payable to Risk
management and
compliance committee
International Chairman
1.21 Proposed approval of 98.93 1.07 1,467,107,545 77.86 0.14
remuneration payable to Risk
management and
compliance committee Local
member
1.22 Proposed approval of 98.90 1.10 1,467,107,545 77.86 0.14
remuneration payable to Risk
management and
compliance committee
International member
1.23 Proposed approval of 99.18 0.82 1,467,107,545 77.86 0.14
remuneration payable to
Local member for Special
assignments or projects (per
day)
1.24 Proposed approval of 97.52 2.48 1,467,107,545 77.86 0.14
remuneration payable to
International member for
Special assignments or
projects (per day)
1.25 Proposed approval of 82.19 17.81 1,466,706,860 77.84 0.16
remuneration payable for ad-
hoc work performed by non-
executive directors for
special projects (hourly rate)
1.26 Proposed approval of 99.20 0.80 1,467,114,656 77.86 0.14
remuneration payable to
MTN Group Share Trust
(trustees) Local Chairman
1.27 Proposed approval of 97.54 2.46 1,467,114,656 77.86 0.14
remuneration payable to
MTN Group Share Trust
(trustees) International
Chairman
1.28 Proposed approval of 99.20 0.80 1,467,114,656 77.86 0.14
remuneration payable to
MTN Group Share Trust
(trustees) Local member
1.29 Proposed approval of 97.54 2.46 1,467,114,656 77.86 0.14
remuneration payable to
MTN Group Share Trust
(trustees) International
member
1.30 Proposed approval of 99.18 0.82 1,467,107,545 77.86 0.14
remuneration payable to
Sourcing committee Local
Chairman
1.31 Proposed approval of 97.52 2.48 1,467,107,543 77.86 0.14
remuneration payable to
Sourcing committee
International Chairman
1.32 Proposed approval of 99.18 0.82 1,467,107,545 77.86 0.14
remuneration payable to
Sourcing committee Local
member
1.33 Proposed approval of 97.52 2.48 1,467,107,545 77.86 0.14
remuneration payable to
Sourcing committee
International member
1.34 Proposed approval of 99.22 0.78 1,467,107,545 77.86 0.14
remuneration payable to
Directors affairs and
corporate governance
committee Local Chairman
1.35 Proposed approval of 97.52 2.48 1,467,107,545 77.86 0.14
remuneration payable to
Directors affairs and
corporate governance
committee International
Chairman
1.36 Proposed approval of 99.22 0.78 1,467,107,545 77.86 0.14
remuneration payable to
Directors affairs and
corporate governance
committee Local member
1.37 Proposed approval of 97.52 2.48 1,467,107,543 77.86 0.14
remuneration payable to
Directors affairs and
corporate governance
committee International
member
Special resolution number 2
Repurchase of the Company’s 98.82 1.18 1,466,759,216 77.84 0.15
shares
Special resolution number 3
Financial assistance to subsidiaries 98.70 1.30 1,467,167,268 77.86 0.13
and other related and interrelated
entities
Special resolution number 4
Financial assistance to directors 89.20 10.80 1,461,801,052 77.58 0.42
and/or prescribed officers and
employee share scheme
beneficiaries
Special resolution number 5
Financial assistance to MTN Zakhele 98.08 1.92 1,467,083,204 77.86 0.14
Futhi (RF) Limited
*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 resolution number 9 relating to the non-binding
advisory vote on the Company’s remuneration implementation report being voted against by more than
25% of the voting rights exercised at the AGM held on Friday, 28 May 2021, an invitation will be extended
to such dissenting shareholders to engage with the Company. Further details on the shareholder
engagements will be announced on the Stock Exchange News Service of the JSE Limited in due course.
Fairland
31 May 2021
Lead sponsor
J.P. Morgan Equities (SA) Proprietary Limited
Joint sponsor
Tamela Holdings Proprietary Limited
Date: 31-05-2021 05:00:00
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