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Explanatory notes to resolutions for approval at the annual general meeting

For any assistance or information, please phone the MTN Group ShareCare Line on 0800 202 360 or on +27 11 870 8206 if you are phoning from outside South Africa.

Receipt, consideration and adoption of the Group and company annual financial statements for the period ended 31 December 2005


The directors have to present the annual financial statements to shareholders at the annual general meeting, incorporating the report of the directors, for the period ended 31 December 2005.

Election or re-election of directors retiring at the annual general meeting

The appointment of two or more directors standing for election or re-election at the annual general meeting may be taken by a single resolution provided a resolution to pass such resolution has first been passed unanimously.

Confirmation of appointments as directors


Any person appointed by the board of directors to fill a casual vacancy on the board of directors, or as an addition thereto, holds office until the next annual general meeting in terms of the company’s articles of association, and is eligible for election at that meeting.

Placing of unissued ordinary shares under the control of the directors but limited to 10% of the shares in issue as at 31 December 2005
and
Ordinary resolution number 1

In terms of section 221 of the Companies Act, No 61 of 1973, as amended (“the Companies Act”), the shareholders of the company have to approve the placement of the unissued shares under the control of the directors.

The existing authority is due to expire at the forthcoming annual general meeting, unless renewed. The authority will be subject to the Companies Act and the JSE Listings Requirements.

The directors consider it advantageous to renew this authority to enable the company to take advantage of any business opportunity that may arise in the future.

Issue of securities for cash
and
Ordinary resolution number 2

The pre-emptive rights to which shareholders are entitled, in terms of the JSE Listings Requirements to participate in any future issues of new equity securities for cash which may be made by the company, can be waived subject to certain conditions as set out in ordinary resolution number 2. The existing authority is due to expire at the forthcoming annual general meeting, unless renewed.

The directors consider it advantageous to renew this authority to enable the company to take advantage of any business opportunity that may arise in the future. It also has to be noted that, in terms of the JSE Listings Requirements, ordinary resolution number 2 has to be passed by a 75% majority of shareholders present or represented by proxy and entitled to vote at the annual general meeting.

Remuneration of non-executive directors
and
Ordinary resolution number 3

In terms of article 72 (b) of the company’s articles of association, the directors shall be entitled to such remuneration (reviewed annually) as may be determined in a general meeting. Full particulars of all fees and remuneration paid to non-executive directors for the period under review are set out in the Director’s report on
page 143 and the revised fees effective from 1 May 2006 being tabled for approval are contained in ordinary resolution number 3.

General authority for the company and/or a subsidiary to acquire shares in the company
and
Special resolution number 1

The reason for and effect of special resolution number 1 is to grant the company, or a subsidiary of the company, approval, in terms of the Companies Act and the JSE Listings Requirements, to repurchase the company’s shares should it be in the interests of the company to do so at any time while the authority exists.

This general approval shall be valid until the earlier of the next annual general meeting of the company, or the 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 the special resolution.

The 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.