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Notice of annual general meeting

MTN declared a dividend of 65 cents per share in line with the dividend at 31 March 2005

Market capitalisation was R104 billion at 31 December 2005

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
Notice is hereby given that the 11th annual general meeting of shareholders of the company will be held in the Auditorium, Phase II, at 216 – 14th Avenue, Fairland, Gauteng on Tuesday, 13 June 2006 at 12:00, for the following purposes:

Ordinary business

1. To receive, consider and adopt the annual financial statements of the Group (as defined below) and the company for the period ended 31 December 2005, including the reports of the directors and external auditors.
   
2. To re-elect eligible directors retiring by rotation in terms of the articles of association of the company and offer themselves for re-election as directors of the company and to elect directors who have been appointed as directors on 13 June 2006.
   
  Directors retiring by rotation and offer themselves for re-election:
  (a) Mr RD Nisbet who retires in terms of the articles of association and being eligible, offers himself for re-election.
  (b) Mr JHN Strydom who retires in terms of the articles of association and being eligible, offers himself for re-election.
 

Profiles of the directors who retire by rotation and offer themselves for re-election are contained on page 13 of the directorate.

Directors retiring by rotation and who are not offering themselves for re-election and are therefore being withdrawn:

  (a) Ms SL Botha who retires in terms of the articles of association but does not offer herself for re-election and therefore retires at the conclusion of this meeting.
  (b) Ms I Charnley who retires in terms of the articles of association but does not offer herself for re-election and therefore retires at the conclusion of this meeting.
  (c) Mr ZNA Cindi who retires in terms of the articles of association but does not offer himself for re-election and therefore retires at the conclusion of this meeting.
  (d) MR PL Heinamann retires at the conclusion of this meeting.
   
  Directors to be elected on 13 June 2006:
  (a) Election of Ms K Kalyan in terms of the articles of association.
  (b) Election of Dr CO Kolade in terms of the articles of association.
  (c) Election of Mr MJN Njeke in terms of the articles of association.
  (d) Election of Dr M Ramphele in terms of the articles of association.
  (e) Election of Sheik A Sharbatley in terms of the articles of association.
  (f ) Election of Mr PL Woicke in terms of the articles of association.
     
3. To transact any other business capable of being transacted at an annual general meeting.
 
Profiles of the directors to be elected.
(a)

Ms K Kalyan

Age: 51
Educational qualifications: BCom (Law) (Hons Economics)
Nationality: South African (currently resides in the UK)
Directorships: South African Business Trust, South African Note Company of the South African Reserve Bank, South African Mint Company of the South African Reserve
Bank and the UK – SA Business Initiative, London.
Membership: Ms Kalyan is also a member of President Mbeki’s Steering Committee and a member of the Economic Society of South Africa.
She is currently a Senior Business Development Manager at Shell International Exploration. Prior to joining Shell she was Senior Economist at the Chamber of Mines, South Africa and has been an Economist at the Electricity Commission of Victoria, Melbourne, Australia.

   
(b)

Dr CO Kolade

Age: 73
Educational qualifications: BA (Durham), Dip Ed, Honorary Doctorate in Civil Law
Nationality: Nigerian (currently resides in the UK)
Membership: Dr Kolade is currently a member of International Institute of Communications, London and the World Association for Christian Communication, London and Founder and Chairman of Managing Business for Christ Limited.
Dr Kolade previously held the position of Executive Chairman of Cadbury Nigeria, Education Officer in the Ministry of Education, West End Region of Nigeria.

   
(c)

Mr MJN Njeke

Age: 45
Educational qualifications: BCom, BCompt (Hons), CA(SA)
Nationality: South African
Directorships: Mr Njeke is currently the Managing Director of Kagiso Trust Investment Company and Chairman of the South African Institute of Chartered Accountants
(Education Committee) and serves on the Boards of Mittal Steel, Metropolitan Holdings Limited, NM Rothschild (SA) and Resilient Property Income Fund.
Membership: Mr Njeke served as a member of the Katz Commission of Inquiry into taxation in South Africa and the General Committee of the JSE Limited.
He was a Partner at PricewaterhouseCoopers Inc and Chairman of the South African Institute of Chartered Accountants.

   
(d)

Dr M Ramphele

Age: 58
Educational qualifications: BCom, MBCHB, PhD
Nationality: South African
Directorships: Executive Chairman of Circle Capital Ventures, Medi-Clinic, Standard Bank Group Limited and the Standard Bank of South Africa Limited and Co-Chair of the UN Global Commission of International Migration.
Dr Ramphele also serves as a Trustee on the Nelson Mandela Children’s Trust, the Nelson Mandela Foundation, the African Wildlife Foundation, the Mellon Foundation and the Rockerfeller Foundation. She was Managing Director: Human Development, World Bank (Washington DC), Vice Chancellor of the University of Cape Town and served on the Boards of Anglo American Corporation Limited (SA), Transnet, IDT and IDASA.

   
(e)

Sheik A Sharbatley

Age: 63
Educational qualifications: GCE, Victoria College
Nationality: Saudi Arabian
Directorships: Sheik Sharbatley is currently a director of Riyad Bank, Saudi Company for Hardware, Marketing Services and Commercial Projects Operation Company, Saudi Arabian Refinery Company, South Valley Cement Factory and Chairman of the Arabian International Corporation, Saudi Arabian Marketing and Agencies Company Limited and Golden Pyramids Plaza Company.

   
(f )

Mr PL Woicke

Age: 63
Educational qualifications: Universitat des Saarlandes, Saarbrucken, Dipl. Kaufmann
Nationality: German (currently resides in the USA)
Directorships: Anglo American PLC, Raiffeisen International Bank Holding AG and Plug Power Inc and JP Morgan.
Mr Woicke previously served as President and Managing Director of the International Finance Corporation (USA), a division of the World Bank.
He has held various positions including, amongst others, President of the IFC in Washington DC, Managing Director and Chief Executive of JP Morgan Asia Pacific and
Executive Manager of JP Morgan Inc. He has expertise in financial services (investment banking) and operational and strategic leadership of business in Europe, Asia, Latin America and the USA.

Ordinary resolutions

To consider, and if deemed fit, to pass with or without modification, the following resolutions as ordinary resolutions:

Ordinary resolution number 1

“RESOLVED THAT all the unissued ordinary shares of 0,01 cent each in the share capital of the company (other than those which have specifically been reserved for the 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), 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 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, subject to the aggregate number of such ordinary shares able to be allotted, issued and otherwise disposed of in terms of this resolution being limited to 10% of the number of ordinary shares in issue as at 31 December 2005 and further subject to the provisions of the Companies Act and the JSE Listings Requirements.”

A majority of the votes cast by all shareholders present or represented by proxy at the annual general meeting will be required to approve this resolution.

Ordinary resolution number 2

“RESOLVED THAT the directors of the company be and are hereby authorised and empowered, by way of a general authority, to allot and issue equity securities (which shall include for the purposes of this ordinary resolution number 2, the grant or issue of options or convertible securities that are convertible into an existing class of securities) for cash (or the extinction or payment of any liability, obligation or commitment, restraint or settlement of expenses) to such persons, on such terms and conditions and at such times as the directors may from time to time at their discretion deem fit, but subject to the provisions and conditions of the Companies Act and the JSE Listings Requirements, being:

1. That the equity securities shall be of a class already in issue and be issued to public shareholders as defined in the JSE Listings Requirements and not to related parties;
   
2. That where the company, subsequent to the passing of this resolution, issues equity securities representing, on a cumulative basis within a financial year, 5% or more of the total number of equity securities in issue prior to such issue, a press announcement giving full details of the issue, including the average discount to the weighted average traded price of the equity securities over the 30 (thirty) days prior to the date that the price of the issue was determined or agreed by the directors of the company, the number of equity securities issued, the effect of the issue on net asset value per share, net tangible asset value per share, headline earnings per share and earnings per share, will be made at the time the said percentage is reached or exceeded;
   
3. That general issues of equity securities for cash:
  (a) in the aggregate in any one financial year may not exceed 10% of the company’s issued share capital of that class (for the purpose of determining the securities comprising the 10% number in any one year, account shall be taken of the dilution effect, in the year of issue of options/convertible securities, by including the number of any equity securities which may be issued in future arising out of the issue or exercise of such options/convertible securities);
     
  (b) of a particular class will be aggregated with any securities that are compulsorily convertible into securities of that class and in the case of the issue of compulsorily
convertible securities aggregated with the securities of that class into which they are compulsorily convertible;
     
  (c) as regards the number of securities which may be issued (the 10% number) shall be based on the number of securities of that class in issue added to those that may be issued in future (arising from the conversion of options/securities) at the date of such application:
     
    (i) less any securities of the class issued or to be issued in future arising from options/convertible securities issued during the current financial year
       
    (ii) plus any securities of that class to be issued pursuant to a rights issue which has been announced, is irrevocable and is fully underwritten, or pursuant to an acquisition (which has had final terms announced), may be included as though they were securities in issue at the date of application;
   
4. That the maximum discount at which the equity securities will be issued for cash will be 10% of the weighted average traded price of those equity securities measured over the 30 (thirty) business days prior to the date that the price of the issue is determined or agreed by the directors of the company and where the equity securities have not traded in such 30 (thirty) business day period, the JSE should be consulted for a ruling;
     
5. That if the discount to market price at the time of exercise of any option or conversion of a convertible security is not known at the time of the grant or issue of the option or convertible security, or if it is known that the discount will exceed 10% of the 30 day weighted average traded price of the security at the date of exercise or conversion, then the grant or issue will be subject to the company providing its holders of securities with a fair and reasonable statement complying with the requirements of the JSE Listings Requirements from an independent professional expert acceptable to the JSE, indicating whether or not the grant or issue is fair and reasonable to the company’s holders of securities; and
   
6. That the general authorisation of the directors to allot and issue equity securities for cash will be valid until the earlier of the next annual general meeting of the company and the expiry of a period of 15 (fifteen) months from the date of passing this ordinary resolution.”
   

A 75% majority of the votes cast by the shareholders present or represented by proxy at the annual general meeting will be required to approve this resolution.

Ordinary resolution number 3

“RESOLVED THAT the revised annual fees payable quarterly in arrears to each non-executive director, with effect from 1 May 2006 shall be as follows:”

 
Current
Proposed

MTN Group board

 

 

Chairman – retainer fee per annum

R150 000

R165 000

Chairman – attendance fee per meeting

R 27 500

R 55 000

Local member – retainer fee per annum

R120 000

R132 000

Local member – attendance fee per meeting

R 25 000

R 27 500

International member – retainer fee per annum

€ 70 000

International member – attendance fee per meeting

€ 7 000


Audit committee
Chairman – retainer fee per annum
R 10 000
R 20 000
Chairman – attendance fee per meeting
R 10 000
R 20 000
Local member – retainer fee per annum
R 7 500
R 12 500
Local member – attendance fee per meeting
R 7 500
R 12 500
International member – retainer fee per annum
€ 3 000
International member – attendance fee per meeting
€ 3 000

Risk management and corporate governance committee
Chairman – retainer fee per annum
R 10 000
R 20 000
Chairman – attendance fee per meeting
R 10 000
R 20 000
Local member – retainer fee per annum
R 7 500
R 12 500
Local member – attendance fee per meeting
R 7 500
R 12 500
International member – retainer fee per annum
€ 3 000
International member – attendance fee per meeting
€ 3 000

Nominations, remuneration and human resources committee
Chairman – retainer fee per annum
R 10 000
R 20 000
Chairman – attendance fee per meeting
R 10 000
R 20 000
Local member – retainer fee per annum
R 7 500
R 12 500
Local member – attendance fee per meeting
R 7 500
R 12 500
International member – retainer fee per annum
€ 3 000
International member – attendance fee per meeting
€ 3 000

Chairperson of the MTN Group Tender Committee per meeting
R 15 900
R 15 900
Chairman of the MTN Group Board of Trustees per meeting
R 10 000
R 17 500
Trustee of the MTN Group Board of Trustees per meeting
R 7 500
R 10 000
Local non-executive directors on special assignments or projects per day
R 12 500
R 13 500
International non-executive directors on special assignments or projects per day
€ 3 000

Special business

To consider and, if deemed fit, to pass with or without modification, the following resolution as a special resolution:

Special resolution number 1

For the purposes hereof “Group” shall bear the meaning assigned to it by the Listings Requirements (“JSE 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 being its subsidiaries, if any.

A general repurchase of the company’s shares shall not be effected before the JSE has received written confirmation from the company’s sponsor in respect of the directors’ working capital statement.

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 JSE Listings Requirements. 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. This authority is subject to such repurchase not resulting in:

  • the company and the Group in the ordinary course of business being unable to pay its current debts for a period of 12 (twelve) months after the date of this notice of annual general meeting;
  • the liabilities of the company and the Group exceeding or being equal to the assets of the company and the Group for a period of 12 (twelve) months after the date of this notice of annual general meeting, calculated in accordance with the accounting policies used in the audited financial statements of the Group for the period ended 31 December 2005;
  • the share capital and reserves of the company and the Group for a period of 12 (twelve) months after the date of the notice of annual general meeting being inadequate for ordinary business purposes; and
  • the working capital of the company and the Group for a period of 12 (twelve) months after the date of this notice of annual general meeting being inadequate for ordinary business purposes.

“RESOLVED THAT the company, or a subsidiary of the company, be and is hereby authorised, by way of a general authority, to repurchase shares issued by the company, in
terms of sections 85 and 89 of the Companies Act, 1973 (Act 61 of 1973), as amended, and in terms of the JSE Listings Requirements, including those listing requirements
regarding derivative transactions relating to the repurchase of shares, being that:

1. any such repurchase of shares shall be implemented through the order book operated by the JSE trading system and done without any prior understanding or
arrangement between such company and the counter-party (reported trades are prohibited);
   
2. authorisation thereto is given by the company’s articles of association;
   
3 at any point in time, such company may only appoint one agent to effect any repurchase(s) on its behalf;
   
4. the general authority shall only be valid until the company’s next annual general meeting, provided that notwithstanding anything to the contrary contained in this resolution, this shall not extend beyond 15 (fifteen) months from the date of passing of this special resolution number 1;
   
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 number 1 (“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 JSE Listings Requirements;
   
6. that the general repurchase by the company of its own shares shall not, in aggregate in any one financial year, exceed 10% of the company’s issued share capital of that class;
   
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 JSE Listings Requirements;
   
8. that the company or its subsidiaries may not purchase any of the company’s shares during a prohibited period as defined in the JSE Listings Requirements;
   
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;
   
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 paragraphs 2, 3, 4, 6 and 7 of this special resolution number 1, and the following requirements:
  (a) 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;
     
  (b) the strike price an any call option may be greater than the maximum price 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”;
     
  (c) the strike price of the forward agreement may be greater than the maximum price but limited to the fair value of a forward agreement calculated from a spot price not greater than the maximum price.”
 

For the purpose of considering special resolution number 1 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 place indicated:

  • Directors and management – refer to pages 13 and 19 of this report;
  • Major shareholders – refer to page 129 of this report;
  • Director’s interest in securities – refer to page 140 of this report;
  • Share capital of the company – refer to page 128 of this report;
  • he directors, whose names are set out on page 13 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; and
  • 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.
  • There have been no material changes in the financial or trading position of the company and its subsidiaries that have occurred since 31 December 2005.

The reason for and effect of special resolution number 1 is to grant the company, or a subsidiary of the company, a general approval in terms of the Companies Act, 1973 (Act 61 of 1973) as amended (“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 JSE Listing Requirements, 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.

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.

Ordinary resolution number 4

“RESOLVED THAT, any two directors of the company be and are hereby authorised to do all such things and to sign all such documents as are necessary so as to give effect to ordinary resolutions number 1 and 2 and special resolution number 1.”

Voting

Each shareholder entitled to attend and vote at the above meeting is entitled to appoint one or more proxies (who need not be a shareholder of the company) to attend,
speak and vote in his/her/its stead.

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 registrars at the addresses given below by not later than 14:00 on Friday, 9 June 2006.

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 14:00 on Friday, 9 June 2006.

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 with the company’s registrars or at the registered office of the company not later than 14:00 on Friday, 9 June 2006.

By order of the Board

SB Mtshali signature

SB Mtshali
Group Secretary

Fairland
5 May 2006

Business address and registered office

216 – 14th Avenue
Fairland, 2195
Private Bag 9955, Cresta, 2118

South African registrars

Computershare Investor Services 2004 (Pty) 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 2004 (Pty) 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