Shareholders are advised that at the annual general meeting of
Telkom to be held on 27 September 2013 ("AGM"), the Board of the
Company will propose
1. Special Resolution Number 1 as set out in the notice of the
AGM be amended so as to reduce the cap of the number of ordinary
shares that may be repurchased in any one financial year under
the general authority granted by such resolution from 20% to 10%
of the Company's issued ordinary share capital at the time that
the authority is granted;
2. Paragraph 2 of Special Resolution Number 4 as set out in the notice of AGM be amended so that financial assistance to directors, prescribed officers and other employees can only be given to them (and not to any person, company or other entity that is related or inter-related to them) in respect of Telkom shares acquired by them in terms of the Employee FSP proposed to be adopted at the AGM ("Employee FSP"); and
3. the scheme allocation/limit of the Employee FSP (i.e. the number of Telkom ordinary shares that may be granted to directors, prescribed officers and other employees participating in the Employee FSP) be reduced from 52 078 390 Telkom ordinary shares, equating to approximately 10% of the number of issued ordinary shares of Telkom as at the date of the adoption of the Employee FSP by the shareholders of the Company, to 26 039 195 Telkom ordinary shares, equating to approximately 5% of the number of issued ordinary shares of Telkom as at the date of the adoption of the Employee FSP by the shareholders of the Company.
The reason for the proposed amendments is that, after the posting of the notice of AGM, Telkom received a number of inputs from shareholders regarding the relevant resolutions. Having given due consideration to these shareholder inputs, the Board has decided to limit the scope of the authority that would be conveyed by these resolutions, in order to give provide more comfort to the shareholders.
The Board has also deemed it appropriate to make available an explanatory memorandum which is intended to provide further clarity and context on the Board's proposals as set out in the notice of AGM, as well as further details to the proposed amendments to the Notice of AGM referred to above. The memorandum can be found on the Company's website at www.telkom.co.za and hard copies can be obtained from the Company's offices (17th Floor, TTN, 152 Johannes Ramokhoase Street, Pretoria).
In the notice of the AGM, shareholders who have not dematerialised their shares or who have dematerialized their shares with "own-name" registration were requested to submit their proxy votes to Computershare Investor Services Proprietary Limited 48 hours before the AGM. The Board however wishes to advise shareholders that proxy forms not delivered to the transfer secretaries by the relevant time, can nevertheless be lodged immediately prior to the AGM, in accordance with the instructions therein, with the Chairperson of the AGM (and shareholders are requested to do so at least by 08h30, which is 30 minutes prior to the time appointed for the AGM).
26 September 2013
The Standard Bank of South Africa Limited