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Notice of AGM of MTNZF and release of the annual report including the audited AFS for year ended 31 December 2024
MTN Zakhele Futhi (RF) Limited
(Incorporated in the Republic of South Africa)
(Date of incorporation: 21 June 2016)
(Registration number: 2016/268837/06)
JSE share code: MTNZF
ISIN: ZAE000279402
LEI: 378900429C4F73B1BE74
("MTNZF" or the "Company")
Notice of the annual general meeting of MTNZF ("AGM") and release of the annual report including
the audited financial statements for the year ended 31 December 2024 ("AFS")
Due to: (i) the shareholder accessibility of an electronic AGM; and (ii) the amended memorandum of
incorporation of MTN Zakhele Futhi allowing the Company to hold its general meetings and AGMs (as the
case may be) entirely by way of electronic communication as contemplated in section 63(2)(a) of the
Companies Act, the Board has, in the circumstances, determined that it is necessary, prudent and
preferable that the upcoming AGM be held entirely by way of electronic participation, and not by way of
a physical meeting.
As a result of the above, notice is hereby given to Shareholders that the AGM will be held entirely by
way of electronic communication as contemplated in section 63(2)(a) of the Companies Act at
https://mtnzakhelefuthi.vagm.events/ on Friday, 11 April 2025 at 11:00 (South African time).
The important dates, times and other information relating to the AGM are outlined below:
ISSUER NAME MTN Zakhele Futhi (RF) Limited
TYPE OF INSTRUMENT Ordinary Shares
ISIN NUMBER ZAE000279402
JSE CODE MTNZF
MEETING TYPE Annual General Meeting
MEETING VENUE https://mtnzakhelefuthi.vagm.events/
RECORD DATE – to determine
which shareholders are entitled to
receive the Notice of meeting Friday, 4 April 2025
PUBLICATION/POSTING DATE Friday, 11 April 2025
LAST DAY TO TRADE – Last day to
trade to determine eligible
shareholders that may attend, speak,
and vote at the Meeting Tuesday, 06 May 2025
RECORD DATE- Record date to
determine eligible shareholders that
may attend, speak and vote at the
Meeting Friday, 09 May 2025
MEETING DEADLINE DATE (For
administrative purposes, forms of
proxy for the meeting to be lodged 11:00 on Friday, 16 May 2025
MEETING DATE 11:00 on Monday, 19 May 2025
PUBLICATION OF RESULTS Tuesday, 20 May 2025
WEB SITE LINK https://www.mtnzakhelefuthi.co.za
No share certificates may be dematerialized or rematerialized between Wednesday, 07 May 2025 and
Friday, 09 May 2025.
Annual report incorporating the AFS
Shareholders are advised that the notice of AGM (including the AFS which incorporates the unqualified report of
the independent auditors, SizweNtsalubaGobodo Grant Thornton Inc. thereon) is available, on the Company's
website at – https://www.mtnzakhelefuthi.co.za/home/agm under the section titled "Notice to Annual General
Meeting" in English as from today and in Zulu and Sotho by the end of April 2025.
This announcement is the responsibility of the directors of MTNZF and has not been reviewed or reported on by
MTNZF's external auditors. Any investment decisions should be based on the annual report as the information in
this announcement does not provide all of the details.
Profit increased by 126% from a loss of R737.2m for the year ended 31 December 2023 to a profit of R188.4m for
the year ended 31 December 2024.
Earnings per share and headline earnings per share increased by 185% from a loss of R2.06 cents per share for
the year ended 31 December 2023 to a profit of R1.75 cents per share for the year ended 31 December 2024.
In addition, the net asset value per share ("NAVPS") decreased by 39% from 21.26 cents per share for the year
ended 31 December 2023 to 13.04 cents per share for the year ended 31 December 2024.
The NAVPS on 31 December 2024 was based on the MTN share price of R91.99 at the time. The NAVPS provides
a guide as to the value of each MTNZF share and is highly dependent on the MTN Group Limited share price. The
NAVPS will be zero when the share price is R90.68. This calculation is based on the outstanding Preference
share balance as at 31 December 2024 and outstanding Notional Vendor Finance as at 31 December 2024.
However, the calculation itself has not been reviewed or reported on by the external auditors.
Participation and voting at the AGM
Shareholders will have the opportunity to cast their votes electronically through the Proxy platform prior to the
meeting, or send in their proxy forms, or to participate in and/or vote online, using their smartphone, tablet or
computer, subject to the provisions applicable to dematerialised shareholders without own-name registration.
Shareholders are referred to the online shareholders guide that will be available on the Company's website on 11
April 2025 at – https://www.mtnzakhelefuthi.co.za/home/agm which provides the details of the electronic
meeting and valuable information to prepare Shareholders for electronic participation in and/or voting at the AGM.
Shareholders will be liable for their own network charges in relation to electronic participation in and/or voting at
the AGM. Any such charges will not be for the account of the JSE, the Company or any service provider retained
for purposes of hosting and/or facilitating the electronic AGM. None of the JSE, the Company or any such
service provider can be held accountable in the case of loss of network connectivity or other network failure due to
insufficient airtime, internet connectivity, internet bandwidth and/or power outages which may prevent any such
Shareholder from participating in and/or voting at the AGM.
Notwithstanding the above, Shareholders are reminded that they are still able to vote normally through proxy
submission, despite deciding to participate either electronically or not at all in the AGM. Shareholders are
advised, and strongly encouraged, to participate in the AGM electronically and, for administrative ease, to make
use of the online proxy platform as outlined in the notice of AGM, subject to the provisions applicable to
dematerialised shareholders without own-name registration. Shareholders are encouraged to lodge their proxies
timeously.
Attention to Shareholders
The Board wish to bring the following to the attention of shareholders:
MTNZF may be partially or fully unwound at any time from now until Friday, 22 November 2027. Please ensure
you have completed your registration and that your contact details are up to date.
Johannesburg
11 April 2025
JSE Sponsor:
Tamela Holdings Proprietary Limited
Date: 11-04-2025 11:00:00
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