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Results of the Telkom Annual General Meeting

At the Annual General Meeting ("AGM") of Telkom shareholders ("Shareholders") held on 27 September 2013, all the ordinary and special resolutions proposed in the Notice of AGM dated 23 August 2013, were passed by the requisite majority of shareholders, except for ordinary resolution 13 which was withdrawn (re-election of Mr Jeff Molobela as a director of Telkom).

The resolutions were passed in terms of the following voting percentages:

Ordinary Resolutions
Proposed Ordinary
Resolution No:
Description of resolution
Percentage of votes (%)
1 Election of Mr JA Mabuza as a director 99.37%
2 Election of Mr SN Maseko as a director 99.88%
3 Election of Ms K Mzondeki as a director 99.88%
4 Election of Mr L Maasdorp as a director 99.88%
5 Election of Mr L von Zeuner as a director 99.88%
6 Election of Ms F Petersen as a director 99.88%
7 Election of Ms S Botha as a director 99.37%
8 Election of of Ms K Kweyama as a director 99.36%
9 Election of Dr C Fynn as a director 99.49%
10 Re-election of Mr J Schindehütte as a director 99.85%
11 Re-election of Mr Mr I Kgaboesele as a director 99.85%
12 Re-election of Ms Mr N Kapila as a director 91.69%
13 Re-election of Mr Mr J Molobela as a director Resolution withdrawn
14 Election of Mr I Kgaboesele as a member of the Audit Committee 99.85%
15 Election of Ms K Mzondeki as member of the Audit Committee 99.88%
16 Election of Ms F Petersen as member of the Audit Committee 99.88%
17 Election of Mr L Von Zeuner as member of the Audit Committee 99.88%
18 Re-appointment of Auditors 99.89%
19 General Authority to Directors to Allot and Issue Ordinary Shares 84.59%
20 Endorsement of Remuneration Policy Resolution 79.64%

Special Resolutions
Proposed Ordinary
Resolution No:
Description of resolution
Percentage of votes (%)
1 Repurchase of Shares 94.92%
2 Authority to Directors to Issue Equity Securities for Cash 87.73%
3 Determination and Approval of the Remuneration of Non-Executive Directors 98.96%
4 Financial Assistance to Subsidiaries and Other
Related Entities and Inter-related Entities and to Directors and Prescribed
Officers and Other Persons who may participate in the
Employee Forfeitable Share Plan ("Employee FSP") or
any other employee share scheme
83.76%
5 Adoption of the Telkom SA SOC Limited Employee FSP 80.13%
6 Amendment of the Memorandum of Incorporation-
Substitution of Clause 23.2
83.37%
7 Amendment of the Memorandum of Incorporation-
Substitution of Clause 23.3
83.37%
8 Amendment of the Memorandum of Incorporation-
Substitution of Clause 29.1
84.62%

Special resolutions number 6, 7 and 8 relating to the amendment of the Company's Memorandum of Incorporation together with copies of the extracts of the special resolutions amending the Memorandum of Incorporation will be submitted to the Companies and Intellectual Property Commission for filing.

Shareholders are further referred to the Explanatory Memorandum to the notice of AGM released on the Stock Exchange News Service of the JSE Limited on 26 September 2013, and are advised that the disclosure relating to the Free Cash Performance Indicator was not reviewed nor reported on by the Company's Auditors.

Pretoria

27 September 2013

Sponsor
The Standard Bank of South Africa Limited