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Telkom Integrated Report 2017
Voting and proxies at the AGM
1. All shareholders are entitled to attend and speak at the
AGM or any cancellation, postponement or adjournment
thereof. All holders of ordinary shares will be entitled to
vote on each resolution proposed to be passed at the
AGM or any cancellation, postponement or adjournment
thereof.
2. A shareholder entitled to attend and vote at the AGM is
entitled to appoint one or more proxies (who will not be
a shareholder/s) to attend, participate in and vote at the
AGM in place of that shareholder.
3. The attached form of proxy is to be completed only by
those shareholders who:
3.1 hold shares in certificated form;
3.2 are recorded on the subregister in dematerialised
electronic form with ‘own name’ registration.
4. All other beneficial owners of shares who have
dematerialised their shares through a central securities
depositary participant (“CSDP”) or broker, and wish to
attend the AGM, must instruct their CSDP or broker to
provide them with the necessary letter of representation,
or must provide their CSDP or broker with their voting
instructions in terms of the relevant custody agreement
entered into between them and their CSDP or broker.
Those shareholders must NOT use the attached form
of proxy.
5. It is requested that all completed forms of proxy be
returned to the company such that they are received by
no later than 10:00 on Tuesday, 22 August 2017, at the
office of the company’s share registrars in South Africa.
Any forms of proxy not lodged by this time may be
handed to the chairperson of the AGM immediately prior
to the proxy exercising any rights of the shareholder at
the AGM.
6. Any shareholder who completes and lodges a form of
proxy will nevertheless be entitled to attend, speak and
vote in person at the AGM should that shareholder decide
to do so. A summary of shareholders’ rights in respect
of proxy appointments as contained in section 58 of the
Companies Act is set out at the end of this notice.
7. On a poll, every person entitled to vote shall have
one vote for every ordinary share held. On a show of
hands, each person entitled to vote shall have one vote,
irrespective of the number of ordinary shares held.
8. All ordinary resolutions required to be passed at the AGM
shall be passed by a majority of more than 50% of the
voting rights exercised on each such resolution.
9. All special resolutions required to be passed at the AGM
shall be passed by a majority of at least 75% of the
voting rights exercised on each such resolution.
10. Electronic participation in the AGM. The company
intends to offer shareholders reasonable access
through electronic facilities to participate in the AGM
by means of a conference call facility. Shareholders will
be able to listen to the proceedings and raise questions
should they wish to do so and are invited to indicate
their intention to make use of this facility by applying
in writing (including details as to how the shareholder
representative can be contacted) to the group company
secretary at the address set out on the last page of
this notice of AGM. The completed application is to be
received by the group company secretary by not later
than Tuesday, 22 August 2017. The group company
secretary will, by way of email, provide information
enabling participation to those shareholders who have
made application. Voting will not be possible via the
electronic facility and shareholders wishing to exercise
their voting rights at the AGM are required to be
represented at the meeting either in person, by proxy
or by letter of representation, as provided for in this
notice of AGM.
The cost of the conference call facility will be for the
account of the company. The cost of each shareholder’s
and each proxy’s telephone calls will be for their own
account.