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Results of the 29th Annual General Meeting Held on 24 May 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 29th ANNUAL GENERAL MEETING HELD ON 24 MAY 2024
Shareholders are advised that at the 29th Annual General Meeting (AGM) held on Friday, 24 May 2024 at
14:30 (South African time), all the ordinary and special resolutions, as set out in the notice of AGM dated
25 April 2024, were presented to the shareholders entitled to vote being present in person/virtually
and/or represented by proxy.
The total number of shares present and represented, including proxies, at the meeting was 1,560,150,881
or 82.80% of MTN's issued share capital as of Friday, 17 May 2024, being the Voting Record Date.
The voting results were as follows:
SHARES
TOTAL SHARES VOTED
ABSTAINED
FOR AGAINST
NUMBER %* %*
RESOLUTION (%) (%)
Ordinary resolution number 1
1.1 Re-election of SN Mabaso- 97.45 2.55 1,556,931,419 82.63 0.17
Koyana as a director
1.2 Re-election of SP Miller as a 99.63 0.37 1,557,278,579 82.65 0.15
director
1.3 Re-election of NL Sowazi as a 97.47 2.53 1,557,304,938 82.65 0.15
director
1.4 Re- election of TBL Molefe as a 98.53 1.47 1,557,305,267 82.65 0.15
director
Ordinary resolution number 2
2.1 Election of SN Mabaso- Koyana 97.62 2.38 1,556,931,390 82.63 0.17
as a member of the Audit
Committee
2.2 Election of CWN Molope as a 92.53 7.47 1,557,305,267 82.65 0.15
member of the Audit Committee
2.3 Election of NP Gosa as a 98.41 1.59 1,557,305,267 82.65 0.15
member of the Audit Committee
2.4 Election of VM Rague as a 99.71 0.29 1,557,305,267 82.65 0.15
member of the Audit Committee
2.5 Election of T Pennington as a 99.92 0.08 1,557,305,267 82.65 0.15
member of the Audit Committee
Ordinary resolution number 3
1
3.1 Election of NL Sowazi as a 98.64 1.36 1,557,305,267 82.65 0.15
member of the Social, Ethics and
Sustainability Committee
3.2 Election of SP Miller as a 99.62 0.38 1,557,278,579 82.65 0.15
member of the Social, Ethics and
Sustainability Committee
3.3 Election of SLA Sanusi as a 99.93 0.07 1,557,305,267 82.65 0.15
member of the Social, Ethics and
Sustainability Committee
3.4 Election of KDK Mokhele as a 99.71 0.29 1,557,305,267 82.65 0.15
member of the Social, Ethics and
Sustainability Committee
3.5 Election of N Newton-King as a 99.88 0.12 1,557,305,267 82.65 0.15
member of the Social, Ethics and
Sustainability Committee
Ordinary resolution number 4
Appointment of Ernst & Young Inc. as 99.92 0.08 1,557,306,067 82.65 0.15
an auditor of the Company
Ordinary resolution number 5
General authority for directors to allot 93.03 6.97 1,544,882,130 81.99 0.81
and issue authorised but unissued
ordinary shares
Ordinary resolution number 6
General authority for directors to allot 87.65 12.35 1,544,882,480 81.99 0.81
and issue ordinary shares for cash
Ordinary resolution number 7
Non-binding advisory vote on the 97.43 2.57 1,557,277,279 82.65 0.15
Company's remuneration policy
Ordinary resolution number 8
Non-binding advisory vote on the 95.73 4.27 1,554,911,861 82.52 0.28
Company's remuneration
implementation report
SHARES
TOTAL SHARES VOTED
ABSTAINED
FOR AGAINST
NUMBER %* %*
RESOLUTION (%) (%)
Special resolution number 1
1.1 Proposed approval of 99.98 0.02 1,557,217,237 82.64 0.16
remuneration payable to MTN
Group Board Local Chairman
1.2 Proposed approval of 99.24 0.76 1,557,217,346 82.64 0.16
remuneration payable to MTN
Group Board International
Chairman
1.3 Proposed approval of 100.00 0.00 1,557,217,346 82.64 0.16
remuneration payable to MTN
Group Board Local member
1.4 Proposed approval of 98.90 1.10 1,557,217,346 82.64 0.16
remuneration payable to MTN
2
Group Board International
member
1.5 Proposed approval of 100.00 0.00 1,557,217,346 82.64 0.16
remuneration payable to MTN
Group Board Local Lead
Independent director
1.6 Proposed approval of 98.90 1.10 1,557,243,705 82.64 0.15
remuneration payable to MTN
Group Board International Lead
Independent director
1.7 Proposed approval of 100.00 0.00 1,557,217,017 82.64 0.16
remuneration payable to
Human Capital and
Remuneration Committee Local
Chairman
1.8 Proposed approval of 100.00 0.00 1,557,217,017 82.64 0.16
remuneration payable to
Human Capital and
Remuneration Committee
International Chairman
1.9 Proposed approval of 100.00 0.00 1,557,217,017 82.64 0.16
remuneration payable to
Human Capital and
Remuneration Committee Local
member
1.10 Proposed approval of 100.00 0.00 1,557,217,017 82.64 0.16
remuneration payable to
Human Capital and
Remuneration Committee
International member
1.11 Proposed approval of 99.23 0.77 1,557,249,566 82.64 0.15
remuneration payable to Social,
Ethics and Sustainability
Committee Local Chairman
1.12 Proposed approval of 100.00 0.00 1,557,249,566 82.64 0.15
remuneration payable to Social,
Ethics and Sustainability
Committee International
Chairman
1.13 Proposed approval of 100.00 0.00 1,557,222,878 82.64 0.16
remuneration payable to Social,
Ethics and Sustainability
Committee Local member
1.14 Proposed approval of 100.00 0.00 1,557,222,878 82.64 0.16
remuneration payable to Social,
Ethics and Sustainability
Committee International
member
3
1.15 Proposed approval of 100.00 0.00 1,557,216,667 82.64 0.16
remuneration payable to Audit
Committee Local Chairman
1.16 Proposed approval of 100.00 0.00 1,557,217,017 82.64 0.16
remuneration payable to Audit
Committee International
Chairman
1.17 Proposed approval of 100.00 0.00 1,557,216,908 82.64 0.16
remuneration payable to Audit
Committee Local member
1.18 Proposed approval of 100.00 0.00 1,557,216,908 82.64 0.16
remuneration payable to Audit
Committee International
member
1.19 Proposed approval of 99.23 0.77 1,557,216,558 82.64 0.16
remuneration payable to Risk
Management and Compliance
Committee Local Chairman
1.20 Proposed approval of 100.00 0.00 1,557,243,596 82.64 0.15
remuneration payable to Risk
Management and Compliance
Committee International
Chairman
1.21 Proposed approval of 99.23 0.77 1,557,243,596 82.64 0.15
remuneration payable to Risk
Management and Compliance
Committee Local member
1.22 Proposed approval of 100.00 0.00 1,557,243,596 82.64 0.15
remuneration payable to Risk
Management and Compliance
Committee International
member
1.23 Proposed approval of 100.00 0.00 1,557,219,758 82.64 0.16
remuneration payable to
Finance and Investment
Committee Local Chairman
1.24 Proposed approval of 100.00 0.00 1,557,216,908 82.64 0.16
remuneration payable to
Finance and Investment
Committee International
Chairman
1.25 Proposed approval of 100.00 0.00 1,557,216,908 82.64 0.16
remuneration payable to
Finance and Investment
Committee Local member
1.26 Proposed approval of 100.00 0.00 1,557,216,908 82.64 0.16
remuneration payable to
Finance and Investment
4
Committee International
member
1.27 Proposed approval of 100.00 0.00 1,557,242,812 82.64 0.15
remuneration payable to Ad Hoc
Strategy Committee Local
Chairman (including from its
establishment in 2023)
1.28 Proposed approval of 100.00 0.00 1,557,243,596 82.64 0.15
remuneration payable to Ad Hoc
Strategy Committee
International Chairman
(including from its
establishment in 2023)
1.29 Proposed approval of 100.00 0.00 1,557,243,596 82.64 0.15
remuneration payable to Ad Hoc
Strategy Committee Local
member (including from its
establishment in 2023)
1.30 Proposed approval of 100.00 0.00 1,557,243,596 82.64 0.15
remuneration payable to Ad Hoc
Strategy Committee
International member (including
from its establishment in 2023)
1.31 Proposed approval of 100.00 0.00 1,557,216,908 82.64 0.16
remuneration payable to
Directors Affairs and Corporate
Governance Committee Local
Chairman
1.32 Proposed approval of 100.00 0.00 1,557,216,558 82.64 0.16
remuneration payable to
Directors Affairs and Corporate
Governance Committee
International Chairman
1.33 Proposed approval of 100.00 0.00 1,557,216,908 82.64 0.16
remuneration payable to
Directors Affairs and Corporate
Governance Committee Local
member
1.34 Proposed approval of 100.00 0.00 1,557,216,908 82.64 0.16
remuneration payable to
Directors Affairs and Corporate
Governance Committee
International member
Special resolution number 2
To approve the repurchase of the 99.26 0.74 1,556,892,700 82.63 0.17
Company's shares
Special resolution number 3
5
To approve the granting of financial 98.74 1.26 1,557,305,179 82.65 0.15
assistance to subsidiaries and other
related and interrelated entities
Special resolution number 4
To approve the granting of financial 96.06 3.94 1,557,304,785 82.65 0.15
assistance to directors and/or
prescribed officers and employee
share scheme beneficiaries
Special resolution number 5
To approve the granting of financial 100.00 0.00 1,556,808,336 82.62 0.18
assistance to MTN Zakhele Futhi (RF)
Limited
* Expressed as a percentage of MTN ordinary shares in issue as at the Voting Record Date.
Ernst & Young Inc. has issued a factual finding report on the results.
Fairland
27 May 2024
Lead Sponsor
Tamela Holdings Proprietary Limited
Joint Sponsor
J.P. Morgan Equities (SA) Proprietary Limited
6
Date: 27-05-2024 04:20:00
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