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Notice of the eighteenth annual general meeting
MTN Group Limited
Incorporated in the Republic of South Africa
(Registration number 1994/009584/06)
(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:
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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; | |
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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) who is 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 his/her/its stead. A proxy does not have to be a shareholder of the Company but must be an individual.
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
Notice is hereby given to shareholders, as at the record date of Friday, 12 April 2013, that the eighteenth annual general meeting of shareholders of MTN Group will be held in the Auditorium, Phase II, Level 0, 216 – 14th Avenue, Fairland, Gauteng, on Tuesday, 28 May 2013 at 14:30 (South African time), to (i) consider and, if deemed fit, 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), and (ii) deal with such other business as may lawfully be dealt with at the meeting, which meeting is to be participated in and voted at by shareholders as at the record date of Friday, 17 May 2013 (as contemplated in section 62(3)(a), read with section 59, of the Companies Act). The last date to trade to be entitled to participate in and vote at the meeting is Friday, 10 May 2013.
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 and evidence of authority (where applicable) before being entitled to attend or participate in a shareholders’meeting. Forms of identification include valid identity documents, drivers’ licences and passports.
When reading the resolutions that follow, please refer to the explanatory notes for annual general meeting resolutions on pages 225 to 228.
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/entities which are its subsidiaries, if any.
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 2012, have been distributed as required and will be presented to shareholders.
The complete annual financial statements are set out on pages 114 to 211 of the integrated business report.
| 1. | Ordinary resolution numbers 1.1 to 1.6: | ||||||
| Re-election of directors
To re-elect, by separate resolutions, directors of the Company in accordance with the Companies Act and the Company’s memorandum of incorporation, which provides that at least one-third of the directors, being those longest in office at the date of the annual general meeting, should retire, but that such directors may offer themselves for re-election. Status of the Chairman “MC Ramaphosa (Chairman) who retires and is eligible for re-election has given notice of his intention to retire as a director and chairman of the Company at this meeting.” |
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| 1.1 | Ordinary resolution number 1.1
“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”; |
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| 1.2 | Ordinary resolution number 1.2
“Resolved that RS Dabengwa, 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”; |
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| 1.3 | Ordinary resolution number 1.3
“Resolved that NI Patel, 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”; |
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| 1.4 | Ordinary resolution number 1.4
“Resolved that AF van Biljon, who has served on the board as an independent non-executive director for an aggregate period in excess of nine years, 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”; |
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| 1.5 | Ordinary resolution number 1.5
“Resolved that JHN Strydom, who has served on the board as an independent non-executive director for an aggregate period in excess of nine years, 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”; and |
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| 1.6 |
Ordinary resolution number 1.6
“Resolved that F Titi, who retires by virtue of his appointment to fill a casual vacancy subsequent to the preceding annual general meeting in terms of the memorandum of incorporation of the Company and who is eligible and available for election, is elected as a director of the Company.” Biographical details in respect of each director standing for re-election appear on pages 22 to 25 of the integrated report. |
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| 2. | Ordinary resolution numbers 2.1 to 2.4: Election of audit committee |
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| 2.1 | Ordinary resolution number 2.1
“Resolved that AF van Biljon is elected as 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 1.4”; and |
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| 2.2 | Ordinary resolution number 2.2
“Resolved that NP Mageza is elected as a member of the audit committee, with effect from the end of this meeting, in terms of section 94(2) of the Companies Act”; and |
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| 2.3 | Ordinary resolution number 2.3
“Resolved that J van Rooyen is elected as a member of the audit committee, with effect from the end of this meeting, in terms of section 94(2) of the Companies Act”; and |
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| 2.4 | Ordinary resolution number 2.4
“Resolved that MJN Njeke is elected as a member of the audit committee, with effect from the end of this meeting, in terms of section 94(2) of the Companies Act.” Biographical details in respect of each director standing for election to the audit committee appear on pages 22 to 25 of the integrated report. |
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| 3. | Ordinary resolution number 3: Re-appointment of joint independent auditors |
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| “Resolved that PricewaterhouseCoopers Inc. and SizweNtsalubaGobodo Inc. are re-appointed as joint auditors of the Company (for the financial year ending 31 December 2013) until the conclusion of the next annual general meeting.” | |||||||
| 4. | Ordinary resolution number 4: General authority to directors to allot and issue ordinary shares |
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“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 and issue shares and grant options over shares and to undertake to allot and issue shares 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 next 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.” Advisory endorsement To endorse, through a non-binding advisory vote, the Company’s remuneration policy (excluding the remuneration of the non-executive directors and the members of board and statutory committees for their services as directors and members of committees), as set out in the Remuneration Report contained in the integrated report on pages 87 to 89. |
Special resolutions
| 1. | Special resolution number 1: Proposed increase of remuneration payable to non-executive directors |
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“Resolved, 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 immediate effect 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 determined 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 chief human resources and corporate affairs officer, conducted a review of the remuneration paid to
non-executive directors and other non-executive office bearers, based on data provided by independent The proposed 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: Adoption of new memorandum of incorporation “Resolved that the Company adopt a new memorandum of incorporation which memorandum of incorporation has been initialled by the Group secretary for purposes of identification. The adoption of the memorandum of incorporation shall not affect the force or effect of any ordinary or special resolution passed at the meeting, and all such resolutions shall have full continuing force and effect pursuant to and under the memorandum of incorporation adopted hereunder, as if specifically passed pursuant to the relevant provisions thereof.” |
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| 3. | Special resolution number 3: Repurchase of the Company’s shares Preamble 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 shares be repurchased or purchased from the 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 shares in the Company if:
After considering the effects of such maximum repurchase:
For the purpose of considering special resolution number 3 and in compliance with paragraph 11.26 of the JSE Listings Requirements, the information listed below has been included in the integrated report, in which this notice of the annual general meeting is incorporated, at the places indicated:
The directors, whose names are set out on pages 22 to 25 of this report, 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 threatening 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 2012. The directors intend, should the proposed authority be granted to them under this resolution, to use such authority to continue, at appropriate times, to repurchase shares on the open market and thereby to more efficiently utilise cash on hand. 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. This authority includes an authority, by special resolution, to repurchase, through the JSE’s order book, as contemplated in section 48(8)(a) of the Companies Act, shares disposed of by a director or prescribed officer of the Company or a person related to a director or prescribed officer of the Company. |
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| 4. | Special resolution number 4: 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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| 5. | Special resolution number 5: Financial assistance in relation to the MTN Zakhele (RF) Limited transaction “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 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, subordination of rights, securing of any debt obligation, or otherwise, to any person –
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Voting
All ordinary resolutions will, in terms of the Companies Act, require the support of more than 50% of the voting rights of shareholders exercised thereon to be approved.
All the special resolutions will, in terms of the Companies Act, require the support of at least 75% of the total voting rights exercised thereon at the meeting, to be approved.
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 all of them to attend the meeting. In view of this fact 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 the annual general meeting 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 which sets out the relevant instructions for its completion, is attached for use by certificated shareholders and dematerialised shareholders with “own name” registration 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 Friday, 24 May 2013.
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” registration, 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 Friday, 24 May 2013.
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.
By order of the board
SB Mtshali
Group secretary
19 April 2013
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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