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Notice of the fourteenth annual general meeting
for the year ended 31 December 2008
MTN Group Limited
Incorporated in the Republic of South Africa
(Registration number 1994/009584/06)
(“the MTN Group” or “the Company”)
JSE code: MTN
ISIN: ZAE000042164
This document is important and requires your immediate attention
If you are in any doubt about what action you should take, consult your broker, Central Securities Depository Participant (CSDP), banker, financial adviser,
accountant or other professional adviser immediately.
If you have disposed of all your shares in MTN Group Limited, please forward this document, together with the enclosed form of proxy to the purchaser
of such shares or the broker, banker or other agent through whom you disposed of such shares.
Included in this document are:
- The notice of meeting setting out the resolutions to be proposed, together with explanatory notes. There are also guidance notes if you wish to
attend the meeting (for which purpose an AGM location map is included) or to vote by proxy.
- A proxy form for completion, signature and submission to the share registrars by shareholders holding MTN Group Limited ordinary shares in
certificated form or recorded in sub‑registered electronic form in “own name”.
Shareholders on the South African register who have dematerialised their MTN Group Limited ordinary shares through STRATE, other than those whose
shareholding is recorded in their "own name" in the sub-register maintained by their CSDP, and who wish to attend the meeting in person, will need to
request their CSDP or broker to provide them with the necessary authority in terms of the custody agreement entered into between the dematerialised
shareholder and the CSDP or broker.
For the purposes hereof "Group" shall bear the meaning assigned to it by the Listings Requirements of the JSE Limited ("JSE"), which defines "Group" as
a holding company, not itself being a wholly owned subsidiary, together with all companies which are its subsidiaries, if any.
Shareholders are advised that the chairman of the meeting intends to exercise his discretion as contemplated in Article 57 of the articles of association
to require that all resolutions, ordinary and special, be conducted by way of a poll and not by way of a show of hands.
Notice
Notice is hereby given that the fourteenth annual general meeting of shareholders of the Company will be held in the Auditorium,
Phase II, 216 – 14th Avenue, Fairland, Gauteng on Wednesday, 24 June 2009 at 14:30 (South African time): to consider and, if deemed fit to pass, with or
without modification resolutions number 1 to 7 as ordinary resolutions and resolution number 8 as a special resolution:
Ordinary business
| 1. |
Ordinary resolution number 1
To receive, consider and adopt the annual financial statements of the Group and the Company for the year ended 31 December 2008, including
the report of the directors and the external auditors. |
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| 2. |
Ordinary resolution number 2
To reappoint as director of the company
RS Dabengwa
Age: 51
Appointed: 1 October 2001
Educational qualifications: BSc (Eng), MBA
Directorships: Director of various MTN Group subsidiary companies.
He is currently an executive director of MTN Group Limited. |
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| 3. |
Ordinary resolution number 3
To reappoint as director of the company
AT Mikati
Age: 36
Appointed: 17 July 2006
Educational qualifications: BSc
| Directorships: |
CEO of M1 Group Limited and a director on some of M1 Group subsidiary boards as well as a director of various other
MTN Group subsidiary companies. |
He is currently a non‑executive director of MTN Group Limited. |
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| 4. |
Ordinary resolution number 4
To reappoint as director of the company
MJN Njeke
Age: 50
Appointed: 13 June 2005
Educational qualifications: BCom, BCompt (Hons); CA(SA)
| Directorships: |
Managing Director of Kagiso Trust Investment Company and various of its subsidiaries as well as a number of other private
companies based in South Africa. |
He is currently an independent non‑executive director of MTN Group Limited and serves on the audit committee and risk management and
compliance committee. |
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| 5. |
Ordinary resolution number 5
To reappoint as director of the company
J van Rooyen
Age: 59
Appointed: 17 July 2006
Educational qualifications: BCom, BCompt (Hons); CA(SA)
| Directorships: |
CEO of Uranus Investment Holdings Limited, various companies in the Uranus Group and other listed companies including
Pick ’n Pay Stores Limited. |
He is currently an independent non‑executive director of MTN Group Limited and serves on the audit committee and risk management and
compliance committee.
The reason for the proposed resolutions 2 to 5 is to elect, in accordance with the Company’s articles of association and by way of separate ordinary
resolutions as required under section 210(1) of the Companies Act, 1973 (Act 61 of 1973), as amended (“the Companies Act”), Messrs RS Dabengwa,
AT Mikati, MJN Njeke and J van Rooyen as directors of the Company who retire by rotation at the annual general meeting and being eligible, offer
themselves for re‑election. |
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| 6. |
Ordinary resolution number 6
“ RESOLVED THAT the revised annual fees payable quarterly in arrears to each non-executive director shall, with retrospective effect to
1 January 2008, be as follows:
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Annual retainer fee |
Attendance fee |
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Current |
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proposed |
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Current |
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proposed |
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MTN Group board |
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Chairperson |
R165 000 |
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R750 000 |
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R55 000 |
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R65 000 |
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Member |
R132 000 |
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R150 000 |
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R27 500 |
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R32 500 |
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International member* |
€7 000 |
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€7 000 |
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€7 000 |
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€7 000 |
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Local non-executive directors on special assignment or projects |
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per day |
N/A |
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N/A |
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R3 500 |
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R16 500 |
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International non-executive directors on special assignment or |
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projects per day |
N/A |
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N/A |
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€3 000 |
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€3 000 |
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Ad hoc work performed by the non-executive directors for special |
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projects |
N/A |
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N/A |
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N/A |
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R3 000 per hour |
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Audit committee |
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Chairperson |
R20 000 |
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R80 000 |
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R20 000 |
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R25 000 |
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Member |
R12 500 |
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R45 000 |
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R12 500 |
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R17 000 |
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International member* |
€3 000 |
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€3 000 |
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€3 000 |
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€3 000 |
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Risk management and compliance committee |
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Chairperson |
R20 000 |
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R60 000 |
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R20 000 |
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R22 500 |
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Member |
R12 500 |
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R35 000 |
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R12 500 |
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R16 500 |
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International member* |
€3 000 |
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€3 000 |
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€3 000 |
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€3 000 |
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Nomination, remuneration, human resources and corporate |
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governance committee |
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Chairperson |
R20 000 |
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R60 000 |
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R20 000 |
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R22 500 |
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Member |
R12 500 |
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R35 000 |
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R12 500 |
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R16 500 |
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International member* |
€3 000 |
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€3 000 |
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€3 000 |
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€3 000 |
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Tender committee |
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Chairperson |
N/A |
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N/A |
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R15 900 |
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R20 000 |
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MTN Group share incentive schemes (trustees) |
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Chairperson |
N/A |
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N/A |
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R17 500 |
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R20 000 |
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Member |
N/A |
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N/A |
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R10 000 |
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R11 000 |
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*The remuneration of international directors was deemed to be still appropriate and an adjustment is thus not deemed necessary.
The reason for proposing ordinary resolution number 6 is to ensure that the remuneration of non-executive directors remains competitive in order
to enable the Company to retain and attract persons of the calibre required in order to make meaningful contributions to the Company given its
global footprint and growth rate and having regard to the appropriate capabilities, skills and experience required.
Prior to the proposed changes the remuneration had been unchanged since the AGM held in June 2006.
In arriving at the proposal set out in ordinary resolution number 6, the Group president and CEO, in consultation with the Group executive for
human resources and Group financial director, conducted a review of the remuneration paid to non-executive directors and other non-executive
office bearers, based on data provided by independent remuneration specialists and benchmarked against comparable international South
African companies. The results indicated that the current remuneration paid was materially below that of comparable entities. The nominations,
remunerations, human resources and corporate governance committee, debated and considered the revised remuneration proposal at length and
after reaching consensus, recommended the revised remuneration proposal to the board, which sanctioned the proposal for recommendation to
shareholders.
The proposed revised remuneration is considered to be fair and reasonable and in the best interest of the Company. |
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| 7. |
Ordinary resolution number 7
“RESOLVED THAT, all the unissued ordinary shares of 0,01 cent each in the share capital of the Company be and are hereby placed at the disposal
and under the control of the directors, and that the directors be and are hereby authorised and empowered to allot, issue and otherwise to
dispose of and/or to undertake to allot, issue or otherwise dispose of such shares to such person or persons on such terms and conditions and at
such times as the directors may from time to time at their discretion deem fit (save for the unissued ordinary shares which have specifically been
reserved for the Company’s share incentive schemes, being 5% of the total issued share capital, in terms of ordinary resolutions duly passed at
previous annual general meetings of the Company (the unissued scheme shares), which shall be issued to such person or persons on such terms
and conditions in accordance with the terms of such authorising resolutions), subject to the aggregate number of such ordinary shares able to
be allotted, issued and otherwise disposed of and/or so undertaken to be allotted, issued or disposed of in terms of this resolution being limited
to 10% of the number of ordinary shares in issue as at 31 December 2008 (but excluding, in determining such 10% limit, the unissued scheme
shares) and further subject to the provisions applicable from time to time of the Companies Act and the Listings Requirements of the JSE, each as
presently constituted and which may be amended from time to time.”
A majority of the votes cast by all shareholders or represented by proxy at the annual general meeting will be required to approve ordinary
resolutions 1 to 7. |
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| 8. |
Special resolution
To consider and, if deemed fit, to pass the following special resolution with or without amendment:
Preamble
The board of directors of the Company has considered the impact of a repurchase of up to 10% of the Company’s shares, which falls within the
amount permissible under a general authority in terms of the Listings Requirements of the JSE. Should the opportunity arise and should the
directors deem it to be advantageous to the Company to repurchase such shares, it is considered appropriate that the directors be authorised to
repurchase the Company’s shares.
“RESOLVED THAT the Company, or a subsidiary of the Company, be and is hereby authorised, by way of a general authority contemplated in
sections 85(2), 85(3) and 89 of the Companies Act, to repurchase shares issued by the Company upon such terms and conditions and in such
amounts as the directors of the Company may from time to time determine, but subject to the applicable provisions of the Companies Act and
the Listings Requirements of the JSE, each as presently constituted and which may be amended from time to time; and subject further to the
restriction that the repurchase by the Company, or any of its subsidiaries, of shares in the Company of any class hereunder shall not, in aggregate in
any one financial year, exceed 10% of the shares in issue in such class as at the commencement of such financial year.
As at the last practicable date, the Listings Requirements of the JSE provide inter alia that:
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any such repurchase of shares shall be implemented through the order book operated by the JSE Limited’s trading system and done without
any prior understanding or arrangement between such company and the counterparty (reported trades are prohibited); |
| 2. |
authorisation thereto is given by the Company’s articles of association; |
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| 3. |
at any point in time, such company may only appoint one agent to effect any repurchase(s) on its behalf; |
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| 4. |
the general authority shall be valid only until the Company’s next annual general meeting or 15 (fifteen) months from the date of passing of
this special resolution, whichever is earlier; |
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| 5. |
when the Company or a subsidiary of the Company has cumulatively repurchased 3% of any class of the Company’s shares in issue on the
date of passing of this special resolution (“the initial number”), and for each 3% in aggregate of that class of shares acquired thereafter, in each
case in terms of this resolution an announcement shall be published on SENS and in the press as soon as possible and not later than 08:30 on
the second business day following the day on which the relevant threshold is reached or exceeded, and the announcement shall comply with
the requirements of the Listings Requirements of the JSE; |
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| 6. |
that all general repurchases by the Company of its own shares shall not, in aggregate in any one financial year, exceed 20% of the Company’s
issued share capital of that class. The terms of the proposed special resolution, however, further restrict this to a maximum of 10% of the issued
share capital of a class and not the full 20% allowed under the Listings Requirements of the JSE; |
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| 7. |
that any repurchase by the Company or a subsidiary of the Company of the Company’s own shares shall only be undertaken if, after such
repurchase, the Company still complies with the shareholder spread requirements as contained in the Listings Requirements of the JSE; |
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| 8. |
that the Company or its subsidiaries may not purchase any of the Company’s shares during a prohibited period as defined in the
Listings Requirements of the JSE unless they have in place a repurchase programme where the dates and quantities of securities to be traded
during the relevant period are fixed (not subject to any variation) and full details of the programme have been disclosed in an announcement
over SENS prior to the commencement of the prohibited period; |
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| 9. |
no repurchases may be made at a price which is greater than 10% above the weighted average of the market value for the securities for the
five business days immediately preceding the date on which the transaction is effected (“the maximum price”). The JSE will be consulted for a
ruling if the applicant’s securities have not traded in such five‑day period; |
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| 10. |
if the Company enters into derivative transactions that may or will result in the repurchase of shares in terms of this general authority, such
transactions will be subject to the requirements in paragraph 2, 3, 4, 6 and 7 above, and the following requirements:
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the strike price of any put option written by the Company less the value of the premium received by the Company for that put
option may not be greater than the fair value of a forward agreement based on a spot price not greater than the maximum price in
paragraph 9 above; |
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the strike price of any call option may be greater than the maximum price in paragraph 9 above at the time of entering into the derivative
agreement, but the Company may not exercise the call option if it is more than 10% “out the money”; |
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the strike price of the forward agreement may be greater than the maximum price in paragraph 9 above but limited to the fair value of a
forward agreement calculated from a spot price not greater than that maximum price. |
This resolution is required to be passed, on a poll, by not less than 75% of the total votes to which the shareholders present in person or by
proxy are entitled.
For the purpose of considering the special resolution and in compliance with paragraph 11.26 of the Listings Requirements of the JSE Limited,
the information listed below has been included in the annual report, in which this notice of annual general meeting is included, at the places
indicated:
- directors and management – refer to pages 14 and 15, and pages 18 and 19 of book 1;
- major shareholders – refer to page 28 of this report;
- directors’ interests in securities – refer to page 45 of this report;
- share capital of the Company – refer to page 27 of this report;
- the directors, whose names are set out on pages 14 and 15 of book 1, collectively and individually accept full responsibility for the accuracy of the
information contained in this special resolution and certify that to the best of their knowledge and belief, there are no other facts, the omission of
which, would make any statement false or misleading and that they have made all reasonable enquiries in this regard;
- there are no legal or arbitration proceedings (including any such proceedings that are pending or threatened of which the Company is
aware), which may have or have had a material effect on the Company’s and its subsidiaries financial position over the last 12 months; and
- at the date of completing this notice there have been no material changes in the financial or trading position of the Company and its
subsidiaries that have occurred since December 2008.
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At the present time the directors have no specific intention with regard to the utilisation of this authority which will be used only if the circumstances
are appropriate.
A general repurchase of the Company’s shares shall only take place after the JSE has received written confirmation from the Company’s sponsor in
respect of the directors’ working capital statement.
Reason for and effect of special resolution
The reason for and effect of the special resolution is to grant the Company, or a subsidiary of the Company, a general approval in terms of the
Companies Act, for the acquisition of shares of the Company. Such general authority will provide the board with the flexibility, subject to the
requirements of the Companies Act and the Listings Requirements of the JSE Limited, to repurchase shares should it be in the interests of the Company
at any time while the general authority exists. This general approval shall be valid until the earlier of the next annual general meeting of the company,
or its variation or revocation of such general authority by special resolution by any subsequent general meeting of the company, provided that the
general authority shall not be extended beyond 15 (fifteen) months from the date of passing this special resolution.
Voting
The directors of the Company decided in 2006 that in order to reflect more accurately the views of all members and best practice, all resolutions and
substantive decisions at the annual general meeting were to be put to a vote on a poll, rather than being determined simply on a show of hands.
MTN Group Limited has a large number of members and it is not possible for them all to attend the meeting. In view of this and because voting on
resolutions at annual general meetings of MTN Group Limited is regarded as of high importance, putting all resolutions to a vote on a poll takes account
of the wishes of those members who are unable to attend the meeting in person, but who have completed a form of proxy. A vote on a poll also takes
into account the number of shares held by each member, which the board believes is a more democratic procedure. This year, all resolutions will again
be put to vote on a poll.
Voting at this year’s AGM will again be undertaken electronically. An electronic voting handset will be distributed before the start of the meeting to all
members who attend in person and are eligible to vote. The transfer secretaries will identify each member’s individual shareholding so that the number of
votes that each member has at the meeting will be linked to the number of votes which each member will be able to exercise via the electronic handset.
Members who have completed and returned forms of proxy will not need to vote using a handset at the meeting unless they wish to change their vote.
Proxies
A form of proxy, in which is set out the relevant instructions for its completion, is attached for use by certificated shareholders and dematerialised
shareholders with “own name” registration of the Company who wish to appoint a proxy. The instrument appointing a proxy and the authority, if any,
under which it is signed must be received by the Company or its transfer secretaries at the addresses given below by not later than 14:30 South African
time) on Monday, 22 June 2009.
All beneficial owners of shares who have dematerialised their shares through a Central Securities Depository Participant (“CSDP”) or broker, other than those
shareholders who have dematerialised their shares in “own name” registrations, and all beneficial owners of shares who hold certificated shares through a
nominee, must provide their CSDP, broker or nominee with their voting instructions. Voting instructions must reach the CSDP, broker or nominee in sufficient
time and in accordance with the agreement between the beneficial owner, and the CSDP, broker or nominee (as the case may be) to allow the CSDP, broker
or nominee to carry out the instructions and lodge the requisite authority by 14:30 (South African time) on Monday, 22 June 2009.
Should such beneficial owners, however, wish to attend the meeting in person, they may do so by requesting their CSDP, broker or nominee to issue them
with appropriate authority in terms of the agreement entered into between the beneficial owner, and the CSDP, broker or nominee (as the case may be).
Shareholders who hold certificated shares in their own name and shareholders who have dematerialised their shares in “own name” registration must
lodge their completed proxy forms at the registered office of the Company or with the Company’s registrars not later than 14:30 (South African time) on
Monday, 22 June 2009.
By order of the board
SB Mtshali
Group secretary
31 March 2009
Business address and registered office
216 – 14th Avenue
Fairland, 2195
Private Bag X9955, Cresta, 2118
South African registrars
Computershare Investor Services (Proprietary) Limited
Registration number 2004/003647/07
70 Marshall Street, Johannesburg, 2001
PO Box 61051, Marshalltown, 2107
Fax number: +27 11 688 5238
Shareholder communication
Computershare Investor Services (Proprietary) Limited
Registration number 2004/003647/07
70 Marshall Street, Johannesburg, 2001
PO Box 61051, Marshalltown, 2107
Toll‑free: 0800 202 360
Tel: +27 11 870 8206 (if phoning from outside South Africa)
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