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Results of annual general meeting

Published: 2022-08-24 17:00:29 ET
<<<  go to JSE:TKG company page
Telkom SA SOC Limited
(Incorporated in the Republic of South Africa)
(Registration number 1991/005476/30)
JSE Share Code: TKG
JSE Bond Code: BITEL
ISIN: ZAE000044897
(“Telkom” or ”the Company”)

RESULTS OF ANNUAL GENERAL MEETING

Shareholders are advised that the voting results for the annual general meeting (“AGM”) of Telkom held through
electronic communication on Wednesday, 24 August 2022 were as follows:

 Resolution                                   Number of      Percentage of       For**   Against**   Abstained
                                                ordinary   ordinary shares        (%)         (%)       *** (%)
                                            shares voted      in issue* (%)
 Ordinary Resolution Number 1.1:            448 486 436           87.74%      53.19%      46.81%        0.02%
 Election of Mr B Kennedy as a
 Director
 Ordinary Resolution Number 1.2:            448 492 484           87.74%      53.19%      46.81%        0.02%
 Election of Ms P Lebina as a
 Director
 Ordinary Resolution Number 1.3:            448 477 459           87.74%      53.74%      46.26%        0.02%
 Election of Mr M Nyati as a Director
 Ordinary Resolution Number 1.4:            448 495 279           87.74%      53.19%      46.81%        0.01%
 Election of Ms IO Selele as a
 Director
 Ordinary Resolution Number 1.5:            448 496 074           87.74%      53.73%      46.27%        0.01%
 Election of Mr S Yoon as a Director
 Ordinary Resolution Number 1.6:            448 470 289           87.74%      50.86%      49.14%        0.02%
 Re-election of Mr LL Von Zeuner as
 a Director
 Ordinary Resolution Number 2.1:            448 496 475           87.74%      53.19%      46.81%        0.01%
 Election of Mr KA Rayner as a
 Member of the Audit Committee
 Ordinary Resolution Number 2.2:            448 497 175           87.74%      53.19%      46.81%        0.01%
 Election of Mr PCS Luthuli as a
 Member of the Audit Committee
 Ordinary Resolution Number 2.3:            448 497 175           87.74%      53.19%      46.81%        0.01%
 Election of Ms P Lebina as a
 Member of the Audit Committee
 Ordinary Resolution Number 2.4:            448 484 005           87.74%      51.82%      48.18%        0.02%
 Election of Mr H Singh as a Member
 of the Audit Committee
 Ordinary Resolution Number 2.5:            448 473 193           87.74%      97.59%       2.41%        0.02%
 Election of Mr LL Von Zeuner as a
 Member of the Audit Committee
 Ordinary Resolution Number 3.1:            448 502 914           87.75%      100.00%      0.00%        0.01%
 Reappointment of
 PricewaterhouseCoopers as joint
 auditors of the Company
 Ordinary Resolution Number 3.2:            448 535 209                 87.75%        99.99%        0.01%         0.01%
 Reappointment of
 SizweNtsalubaGobodo Grant
 Thornton as joint auditors of the
 Company
 Ordinary Resolution Number 4.1:            448 505 209                 87.75%        80.12%      19.88%          0.01%
 Non-binding advisory endorsement
 of the remuneration policy
 Ordinary Resolution Number 4.2:            448 446 725                 87.73%        62.62%      37.38%          0.02%
 Non-binding advisory endorsement
 of the implementation report
 Ordinary Resolution Number 5:              448 510 686                 87.75%        90.52%        9.48%         0.01%
 General authority for Directors to
 allot and issue ordinary shares
 and/or grant options over ordinary
 shares
 Special Resolution Number 1:               448 510 381                 87.75%        44.85%      55.15%          0.01%
 General authority to issue ordinary
 shares for cash
 Special Resolution Number 2:               448 503 801                 87.75%        52.91%      47.09%          0.01%
 General authority to repurchase
 ordinary shares
 Special Resolution Number 3:               448 501 846                 87.75%        53.67%      46.33%          0.01%
 Remuneration of Non-executive
 Directors
 Special Resolution Number 4:               445 326 909                 87.12%        53.50%      46.50%          0.63%
 General authority to provide
 financial assistance

*        Based on 511 140 239 shares in issue at the date of the AGM.
**       In relation to the total number of shares voted at the AGM.
***      In relation to the total number of shares in issue at the date of the AGM.

Based on the above voting results, all ordinary resolutions were passed by the requisite majority of Telkom shareholders
represented at the AGM. However, special resolution number 1 (general authority to issue ordinary shares for cash),
special resolution number 2 (general authority to repurchase shares), special resolution number 3 (remuneration of non-
executive directors) and special resolution number 4 (general authority to provide financial assistance) did not meet the
required 75% threshold and therefore did not pass. Telkom will convene a special shareholders’ meeting to deal with the
above special resolutions.

Shareholders are further advised that due to ordinary resolution number 4.2 relating to the non-binding advisory
endorsement of the implementation report being voted against by more than 25% of Telkom shareholders represented at
the AGM, an invitation will be extended to such dissenting shareholders to engage with the Company, as required by the
JSE Listings Requirements. The Company will issue a further announcement shortly including details of the manner and
timing of such engagement.


24 August 2022

Sponsor
Nedbank Corporate and Investment Banking, a division of Nedbank Limited