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Results of the General Meeting held on Monday, 14 October 2024
MTN Group Limited
(Incorporated in the Republic of South Africa)
Registration Number 1994/009584/06
Share code: MTN
ISIN: ZAE000042164
(MTN or the Company)
RESULTS OF THE GENERAL MEETING HELD ON MONDAY, 14 OCTOBER 2024
1. Introduction
MTN shareholders (Shareholders) are referred to the Company's announcement, released on the
Stock Exchange News Services of the JSE Limited (SENS) on Friday, 13 September 2024 and published
in the press on Monday, 16 September 2024, relating to the proposed extension of the scheduled
maturity date of the 2016 MTN broad-based black economic empowerment scheme operated
through MTN Zakhele Futhi (RF) Limited (MTNZF) (Scheme) and potential future specific repurchases
by MTN of MTN shares from MTNZF on an unwind of the Scheme (Transaction), and the related
circular of 13 September 2024 (Circular).
Capitalised terms not otherwise defined in this announcement have the meanings ascribed to them
in the Circular.
2. Results of the General Meeting
Shareholders are advised that at the General Meeting the requisite majority of Shareholders passed
the special resolutions set out in the Notice of General Meeting (Resolutions).
The total number of Shares in issue is 1,884,269,758 Shares.
The total number of Shares entitled to vote at the General Meeting was 1,807,434,380 Shares,
being the Shares in issue excluding the Shares held by MTNZF and Shares held in treasury.
The total number of Shares present and represented, including proxies, at the General Meeting was
1,641,259,319 Shares, representing 90.81% of the total number of Shares entitled to vote at the
General Meeting.
The voting results were as follows:
SHARES
TOTAL SHARES VOTED
ABSTAINED
FOR AGAINST
NUMBER %* %*
RESOLUTION (%) (%)
Special resolution number 1
Approval of the Proposed Transaction 99.95 0.05 1,638,917,793 86.98 0.12
Extension and the 2016 MTN BEE
Transaction Extension, including
confirmation of the previous approval
given in respect of Future Specific
Repurchases in the form of NVF
Repurchases, including during and
after the Extension Period
Special resolution number 2
Approval of Future Specific 99.95 0.05 1,638,906,418 86.98 0.12
Repurchases in the form of Unwind
Repurchases on an Unwind
* Expressed as a percentage of the total number of Shares in issue as at the voting record date.
3. Outstanding conditions precedent
Shareholders are reminded that, notwithstanding the approval of the resolutions referred to in
paragraph 2 above, the Transaction remains subject to certain conditions precedent set out in the Circular.
A joint announcement will be released by MTN and MTNZF on SENS and in the press as soon as possible
after the fulfilment, deemed fulfilment, waiver or non-fulfilment, as the case may be, of these conditions'
precedent.
Ernst & Young inc. has issued a factual finding report on the results.
By order of the Board
Group Company Secretary (cosecqueries@mtn.com)
Fairland
15 October 2024
Lead Sponsor Joint Sponsor
Tamela Holdings Proprietary Limited J.P. Morgan Equities (SA) Proprietary Limited
Date: 15-10-2024 04:20:00
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