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Telkom Integrated Report 2017
Explanatory notes in respect of ordinary resolution
number 5
In terms of clause 9.3 of the memorandum of
incorporation, the shareholders may authorise the
directors to issue unissued shares or grant options over
them as the directors may think fit (with the effect that any
pre-emptive rights that shareholders hold may be waived),
subject to the approval of JSE, the provisions of the Listings
Requirements and the Companies Act. The directors wish
to be granted authority to allot and issue up to a maximum
of 5% of the number of ordinary shares in issue as at the
date of passing of this resolution in their discretion, subject
to the provisions of the memorandum of incorporation, the
Companies Act and the Listings Requirements. The number
of shares to be issued in terms of ordinary resolution
number 5 shall not include any shares that may be issued
by the company to participating employees in theTelkom
South Africa SOC Limited Employee Forfeitable Share Plan.
Ordinary resolution number 6 – Non-binding advisory
endorsement of theTelkomSouth Africa SOC Limited
remuneration policy
Resolved that the shareholders hereby endorse, through
a non-binding advisory vote, the company’s remuneration
policy as set out in the remuneration report contained in
the integrated annual report on page 107.
Explanatory notes in respect of approval of the
remuneration policy and implementation report
In terms of King III, the company’s remuneration policy
should be tabled for a separate non-binding advisory
vote at the AGM. The essence of this vote is to enable the
shareholders to express their views on the remuneration
policies adopted in regard to the remuneration of executive
management, but will not be binding on the company.
Special resolutions:
Special resolution number 1 – General authority to
repurchase shares
Resolved that, pursuant to the memorandum of
incorporation, the company and any of its subsidiaries be
and are hereby authorised by way of a general approval
to purchase or repurchase, as the case may be, and from
time to time, ordinary shares issued by the company from
any person, upon such terms and conditions and in such
number as the directors of the company or subsidiary
may determine, but in accordance with and subject to
the provisions of the memorandum of incorporation, the
Companies Act and the Listings Requirements, provided
that:
> the general authority granted to the directors shall
be valid only until the company’s next annual general
meeting and shall not extend beyond 15 months from
the date on which this resolution is passed;
> any general purchase by the company or any subsidiary
of its ordinary shares in issue shall not in aggregate in
any one financial year exceed 10% of the company’s
issued ordinary share capital at the time that the
authority is granted;
> no acquisition may be made at a price more than 10%
above the weighted average of the market value of the
ordinary share for the 5 (five) business days immediately
preceding the date of such acquisition;
> the repurchase of the ordinary shares is effected through
the order book operated by JSE trading system and
done without any prior understanding or arrangement
between the company or any subsidiary and the counter
party (reported trades are prohibited);
> the company may only appoint one agent at any point
in time to effect any repurchase(s) on the company’s
behalf;
> the repurchase of shares by the company and/or any of
its subsidiaries may not be effected during a prohibited
period as defined in the Listings Requirements unless
the company has in place a repurchase programme
where the dates and quantities of securities to be traded
during the period are fixed, i.e. not subject to variation,
and has been submitted to the JSE in writing prior to the
commencement of the prohibited period. The issuer must
instruct an independent third party, which makes its
investment decisions in relation to the issuer’s securities
independently of, and uninfluenced by, the issuer, prior to
the commencement of the prohibited period to execute
the repurchase programme submitted to the JSE;
> The board resolves to authorise the repurchase, that the
company and its subsidiaries have passed the solvency
and liquidity test and that, since the test was performed,
there have been no material changes to the financial
position of theTelkomgroup;
> the general authority may be varied or revoked by special
resolution of the shareholders prior to the next annual
general meeting of the company; and
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