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Notice of the sixteenth annual general meeting
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), legal adviser, banker, financial adviser, accountant or other professional adviser immediately.
If you have disposed of all your shares in MTN Group, 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 thereat, together with explanatory notes. There are also guidance notes if you wish to attend the meeting (for which purpose the meeting location map is included) or to vote by proxy.
- A proxy form for use by shareholders holding MTN Group ordinary shares in certificated form or recorded in sub-registered electronic form in “own name”.
Shareholders on the MTN Group share register who have dematerialised their 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 to do so in terms of the custody agreement entered into between the dematerialised shareholders and their CSDP or broker.
A shareholder (including certificated shareholders and dematerialised shareholders who hold their shares with “own name” registration) entitled to attend and vote at the meeting may appoint one or more proxies or proxies to attend, participate and vote in his/her/its stead. A proxy does not have to be a shareholder of the Company. The appointment of a proxy will not preclude the shareholder who appointed that proxy from attending the annual general meeting and participating and voting in person thereat to the exclusion of any such proxy. A form of proxy for use at the meeting is attached.
Notice to shareholders: Annual General Meeting (AGM)
Notice is hereby given to shareholders as at the record date of 24 May 2011, that the sixteenth annual general meeting of shareholders of the MTN Group will be held in the Auditorium, Phase II, level 0, 216 – 14th Avenue, Fairland, Gauteng, on Wednesday, 22 June 2011 at 14:30 (South African time), to (i) deal with such other business as may lawfully be dealt with at the meeting and (ii) consider and, if deemed fit to pass, with or without modification, the following ordinary and special resolutions, in the manner required by the Companies Act, 71 of 2008, as amended (Companies Act), as read with the JSE Limited Listings Requirements (JSE Listings Requirements), which meeting is to be participated in and voted at by shareholders as at the record date of 17 June 2011 in terms of section 62(3) (a), read with section 59, of the Companies Act:
NB: Section 63(1) of the Companies Act – Identification of meeting participants
Kindly note that, meeting participants (including proxies) are required to provide reasonably satisfactory identification before being entitled to attend or participate in a shareholders’ meeting. Forms of identification include valid identity documents, driver’s licences and passports.
When reading the resolutions below, please refer to the explanatory notes for AGM resolutions on pages 245 to 248.
For the purposes hereof “Group” shall bear the meaning assigned to it by the JSE Listings Requirements, which defines “Group” as a holding company, not itself being a wholly owned subsidiary, together with all companies which are its subsidiaries.
| 1. | Presentation of annual financial statements
The consolidated audited annual financial statements of the Company and its subsidiaries (as approved by the board of directors of the Company), including the directors’ report, the audit committee report and the external auditors’ report for the year ended 31 December 2010, have been distributed as required and will be presented to shareholders. The complete annual financial statements are set out on pages 106 to 231 of the integrated annual report. |
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| 2. | Ordinary resolution number 1 Re-election of AT Mikati as a director “Resolved that AT Mikati, who retires by rotation in terms of the memorandum of incorporation of the Company and who is eligible and available for re-election, is re-elected as a director of the Company.” Age: (38)First appointed: 17 July 2006 Educational qualification: BSc Directorships: Director of various companies in the MTN Group, CEO of M1 Group Limited (an international investment group with a strong focus on the telecommunications industry), director of various companies in the M1 Group. He is a non-executive director and serves on the nomination, remuneration, human resources and corporate governance committee. |
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| 3. | Ordinary resolution number 2 Re-election of J van Rooyen as a director “Resolved that J van Rooyen, who retires by rotation in terms of the memorandum of incorporation of the Company and who is eligible and available for re-election, is Age: (60) Directorship: Director of various companies in the MTN Group, various companies in the Uranus Group, Pick n Pay Stores Limited, Exxaro Resources Limited and a Trustee of the IFRS Foundation. He is an independent, non-executive director and serves as the chairperson of the risk management and compliance committee and a member of the audit committee. |
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| 4. | Ordinary resolution number 3 Re-election of JHN Strydom as a director “Resolved that JHN Strydom, who retires by rotation in terms of the memorandum of incorporation of the Company and who is eligible and available for
re-election, is Age: (71) Directorship: Director of various companies in the MTN Group, Public Investment Corporation Limited (PIC) and Growthpoint Properties Limited. He is a non-executive director and serves on the audit committee and risk management and compliance committee. |
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| 5. | Ordinary resolution number 4 Re-election of MJN Njeke as a director “Resolved that MJN Njeke, who retires by rotation in terms of the memorandum of incorporation of the Company and who is eligible and available for re-election, is re-elected as a director of the Company.” Age: (52) Directorships: Director of various companies in the MTN Group, ArcelorMittal SA, Ivolve Procurement & Rental Partner, MMI Holdings Limited, Resilient Property Income Fund Limited, Serengeti Properties (Proprietary) Limited, Salvage Management and Disposal (SMD), Sameh Properties and Silver Unicorn Trading, Adcorp Holdings Limited, Sasol Limited, Barloworld Limited. Johnson served as a partner at PricewaterhouseCoopers and is a past chairperson of The South African Institute of Chartered Accountants. He is an independent, non-executive director and serves on the audit committee and risk management and compliance committee. |
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| 6. | Ordinary resolution number 5 Re-election of KP Kalyan as a director “Resolved that KP Kalyan, who retires by rotation in terms of the memorandum of incorporation of the Company and who is eligible and available for re-election, is re-elected as a director of the Company.” Age: (55)First appointed: 13 June 2006 Educational qualifications: BCom (Law) (Hons) Economic, University of Durban Westville; Senior Executive Management Programme (London Business School) Directorships: Director of various companies in the MTN Group, Standard Bank Group Limited, South African Bank Note Company Limited, South African Mint Company Limited, Non-executive chair of Edgo Merap (London) Limited, Omega Risk Solutions Limited, the Tallberg Foundation (Sweden) Limited, Hayleys Energy Services (Sri Lanka) Limited, Kgontsi Holdings Limited, Kgontsi Investments Limited and Euromax (London, Mumbai and India) Limited. She is an independent, non-executive director and serves on the risk management and compliance committee and the nomination, remuneration, human resources and corporate governance committee. |
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| 7. | Ordinary resolution number 6 Election of the audit committee – Election of AF van Biljon (chairperson) “Resolved that AF van Biljon be elected a member and chairperson of the audit committee, with effect from the end of this meeting in terms of section 94(2) of the Companies Act.” |
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| 8. | Ordinary resolution number 7 Election of the audit committee – Election of J van Rooyen “Resolved that J van Rooyen be elected a member of the audit committee, with effect from the end of this meeting in terms of section 94(2) of the Companies Act, subject to his re-election as a director pursuant to ordinary resolution number 2. |
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| 9. | Ordinary resolution number 8 Election of the audit committee – Election of JHN Strydom “Resolved that JHN Strydom be elected a member of the audit committee, with effect from the end of this meeting in terms of section 94(2) of the Companies Act, subject to his re-election as a director pursuant to ordinary resolution number 3.” |
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| 10. | Ordinary resolution number 9 Election of the audit committee – Election of NP Mageza “Resolved that NP Mageza be elected a member of the audit committee, with effect from the end of this meeting in terms of section 94(2) of the Companies Act.” |
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| 11. | Ordinary resolution number 10 Election of the audit committee – Election of MJN Njeke “Resolved that MJN Njeke be elected a member of the audit committee, with effect from the end of this meeting in terms of section 94(2) of the Companies Act, subject to his re-election as a director pursuant to ordinary resolution number 4.” |
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| 12. | Ordinary resolution number 11 Reappointment of joint independent auditors “Resolved that PricewaterhouseCoopers Inc. and SizweNtsaluba vsp are reappointed as joint auditors of the Company (for the financial year ending 31 December 2011) until the conclusion of the next annual general meeting.” |
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| 13. | Ordinary resolution number 12 General authority to directors to allot and issue ordinary shares “Resolved that, as required by and subject to the Company’s memorandum of incorporation, and subject to the provisions of the Companies Act and the JSE Listings Requirements, each as presently constituted and as amended from time to time, the directors are authorised, as they in their discretion think fit, to allot, issue and grant options over and to undertake to allot, issue and grant options over shares –
from the authorised but unissued ordinary shares of 0,01 cent each in the share capital of the Company, such authority to endure until the forthcoming annual general meeting of the Company (whereupon this authority shall lapse, unless it is renewed at the aforementioned annual general meeting), provided that it shall not extend beyond 15 months of the date of this meeting.” |
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| 14. | Ordinary resolution number 13 Endorsement of the Remuneration Philosophy (Policy) “Resolved that, through a non-binding advisory vote, the Company’s remuneration policy (excluding the remuneration of the non-executive directors and the members of board committees for their services as directors and members of committees), as set out in the remuneration report contained in the integrated annual report, is endorsed.” |
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| SPECIAL RESOLUTIONS | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 1. | Special resolution number 1 Proposed increase of remuneration payable to non-executive directors “Resolved that, in terms of article 73(b) of the memorandum of incorporation of the Company and subject to the terms thereof, that the non-executive directors’ remuneration, payable quarterly in arrears, be increased with effect from 1 July 2011 as set out below:
Special resolution number 1 is proposed in order to comply with the requirements of the Companies Act and the Company’s memorandum of incorporation. The above rates have been selected 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, appropriate capabilities, skills and experience required in order to make meaningful contributions to the Company, given its global footprint and growth rate. In arriving at the proposal set out in special resolution number 1, the Group President and CEO, in consultation with the Group Executive for Human Resources, 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 South African companies with international operations. The nomination, remunerations, human resources and corporate governance committee considered the revised remuneration proposal in detail and, after 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 interests of the Company. |
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| 2. | Special resolution number 2
Repurchase of the Company’s shares The board of directors of the Company has considered the impact of a repurchase or purchase, as the case may be, of up to 10% of the Company’s shares, which falls within the amount permissible under a general authority in terms of the JSE Listings Requirements and, in respect of acquisitions by subsidiaries of the Company, the Companies Act. Should the opportunity arise and should the directors deem it to be advantageous to the Company, or any of its subsidiaries, to repurchase or purchase, as the case may be, such shares, it is considered appropriate that the directors (and relevant subsidiaries) be authorised to repurchase or purchase, as the case may be, the Company’s shares. “Resolved that the Company and/or a subsidiary of the Company, is authorised to repurchase or purchase, as the case may be, shares issued by the Company, from any person, upon such terms and conditions and in such number as the directors of the Company or the subsidiary may from time to time determine, including that such securities be repurchased or purchased from share premium or capital redemption reserve fund, but subject to the applicable requirements of the Company’s memorandum of incorporation, the Companies Act and the JSE Listings Requirements, each as presently constituted and as amended from time to time; and subject further to the restriction that the repurchase or purchase, as the case may be, by the Company and/or any of its subsidiaries, of shares in the Company of any class under this authority 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.” It is recorded that, as at the last practicable date, the JSE Listings Requirements provide, inter alia, that the Company or any subsidiary of the Company may only make a general repurchase of the ordinary shares in the Company if:
This resolution is required to be passed, on a show of hands, by not less than 75% of the number of shareholders of the Company entitled to vote on a show of hands, at the meeting who are present in person or by proxy or, where a poll has been demanded, by not less than 75% of the total votes to which the shareholders present in person or by proxy are entitled. After considering the effect of such maximum repurchase:
For the purpose of considering the special resolution number 2 and in compliance with paragraph 11.26 of the JSE Listings Requirements, 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:
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 financial position over the last 12 months. 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 2010. 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 or purchase, as the case may be, 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. |
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| 3. | Special resolution number 3 Financial assistance to subsidiaries and other related and inter-related entities and to directors, prescribed officers and other persons participating in share or other employee incentive schemes “Resolved that, to the extent required by the Companies Act, the board of directors of the Company may, subject to compliance with the requirements of the Company’s memorandum of incorporation, the Companies Act and the JSE Listings Requirements, each as presently constituted and as amended from time to time, authorise the Company to provide direct or indirect financial assistance by way of loan, guarantee, the provision of security or otherwise, to –
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Voting procedures
The directors of the Company decided in 2006 that in order to reflect more accurately the views of all shareholders 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 has a large number of shareholders 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 is regarded as of high importance, putting all resolutions to a vote on a poll takes account of the wishes of those shareholders 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 shareholder, which the board believes is a more democratic procedure. This year, all resolutions will again be proposed to be put to vote on a poll.
Voting at this year’s AGM will be undertaken electronically. An electronic voting handset will be distributed before the start of the meeting to all shareholders who attend in person and are eligible to vote. The registrars will identify each shareholder’s individual shareholding so that the number of votes that each shareholder has at the meeting will be linked to the number of votes which each shareholder will be able to exercise via the electronic handset. Shareholders 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 shareholder entitled to attend and vote at the meeting is entitled to appoint one or more proxies to attend, participate in and vote at the meeting in the place of the shareholder. A proxy need not also be a shareholder of the Company.
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 South African transfer secretaries at the addresses given below by not later than 14:30 (South African time) on Monday, 20 June 2011.
All beneficial owners of shares who have dematerialised their shares through a 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, 20 June 2011.
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 South African transfer secretaries at the address below not later than 14:30 (South African time) on Monday, 20 June 2011.
By order of the board
SB Mtshali
Group secretary
27 May 2011
Business address and registered office
216 – 14th Avenue
Fairland, 2195
Private Bag X9955, Cresta, 2118
South African transfer secretaries
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 (International)
Fax number: +27 11 688 5238
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