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Appendices
Notice of
Annual General Meeting
Ordinary resolutions:
Ordinary resolution number 1 – Election of director
Resolved that Dr Hamadoun Touré, who was appointed
by the board to serve as a director after the last annual
general meeting of the company, shall retire from office
at the AGM and, being eligible and having offered himself
for election, be and is hereby elected as a director of the
company.
Explanatory notes in respect of ordinary resolution
number 1
Based on the recommendations of the nominations
committee, the board of directors recommends his election
as an independent non-executive director of the company.
Dr Hamadoun Touré’s profile appears on page 33 of the
integrated annual report.
Ordinary resolutions numbers 2.1 to 2.4 – Re-election of
Directors
Resolved that the following directors shall retire from
office at the AGM and, being eligible and having offered
themselves for re-election, each by way of separate
resolution, be re-elected as a director of the company with
immediate effect:
2.1 Ms SL Botha
2.2 Ms K Kweyama
2.3 Ms F Petersen-Lurie
2.4 Mr LL von Zeuner
Explanatory notes in respect of ordinary resolutions
numbers 2.1 to 2.4
Ordinary resolutions numbers 2.1 to 2.4 are proposed for
re-election of directors of the company. The re-elections
will be conducted by way of a series of votes, each of which
is on the candidacy of a single individual to fill a single
vacancy.
The board recommends to the shareholders the re-election
of the aforementioned directors. The profiles of the
directors standing for re-election appear at pages 32 to 33
of the integrated report.
Ordinary resolutions numbers 3.1 to 3.4 – election of audit
committee members
Resolved that the following independent non-executive
directors, each by way of separate resolution, be and
are hereby elected as members of the company’s audit
committee from the conclusion of the AGM until the next
annual general meeting of the company:
3.1 Mr I Kgaboesele
3.2 Ms KW Mzondeki
3.3 Mr LL von Zeuner
3.4 Mr RG Tomlinson
Mr LL von Zeuner will be appointed, subject to his
re-election as a director pursuant to ordinary resolution
number 2.4.
The profiles of the directors who are standing for election
to the audit committee are set out in pages 32 to 33 of the
integrated annual report.
Explanatory notes in respect of ordinary resolutions
numbers 3.1 to 3.4
In terms of the Companies Act, the audit committee is a
statutory committee elected by the shareholders at each
annual general meeting. In terms of the Regulation 43
of the Companies Regulations, at least one-third of the
members of a company’s audit committee at any particular
time must have academic qualifications or experience,
in economics, law, corporate governance, finance,
accounting, commerce, industry, public affairs or human
resource management. The company has established an
audit committee which fulfils the functions of an audit
committee as contemplated in the Companies Act and
the persons nominated to be appointed to the company’s
audit committee were nominated having considered
the requirements of the Companies Act and Companies
Regulations referred to herein.
Ordinary resolutions numbers 4.1 and 4.2 –
Reappointment of Ernst & Young Inc and Nkonki Inc. as
auditors of the company
Resolved that Ernst & Young and Nkonki, each by way of
separate resolution, be reappointed as the independent
registered auditors of the company from the conclusion
of the AGM until the conclusion of the next annual general
meeting of the company.
4.1 Ernst & Young Inc (with Ms Delanie Lamprecht as the
individual designated auditor responsible for the audit)
4.2 Nkonki Inc (with Mr Brian Mungofa as the individual
designated auditor responsible for the audit)
Explanatory notes in respect of ordinary resolutions
numbers 4.1 and 4.2
In compliance with section 90 read with section 92 (3) of
the Companies Act, Ernst & Young Inc and Nkonki Inc
are recommended by the Audit Committee to be
re-appointed as joint auditors for the financial year ending
31 March 2018 and until the conclusion of the next annual
general meeting of the company.
Ordinary resolution number 5 – General authority for
directors to allot and issue and/or grant options over
ordinary shares
Resolved that, subject to the memorandum of
incorporation, the Companies Act and the Listings
Requirements, the unissued ordinary shares in the share
capital of the company be and are hereby placed under the
control of the directors of the company who are authorised
to allot, issue and/or grant options over such ordinary
shares at their discretion, subject to the following:
> This authority shall only be valid until the next annual
general meeting of the company but shall not endure
beyond 15 months from the date of this AGM.
> Ordinary shares issued in terms of this authority shall not
exceed 5% of the number of ordinary shares in issue as at
the date of passing this resolution.
> The number of shares to be issued in terms of this
resolution shall not include any shares that may be
issued by the company to employees participating in the
TelkomSouth Africa SOC Limited Employee Forfeitable
Share Plan.
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