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05
Appendices
Notice of
annual general meeting
– continued
> should the company and/or any subsidiary cumulatively
repurchase and/or acquire, as the case may be, 3% (three
percent) of the initial number of the company’s ordinary
shares in terms of this general authority and for each
3% (three percent) in aggregate of the initial number
of that class repurchased and/or acquired, as the case
may be, thereafter in terms of this general authority, an
announcement shall be made in terms of the Listings
Requirements.
Any decision by the directors, after considering the
effect of a repurchase, of up to 10% (ten percent) of the
company’s issued ordinary shares, to use the general
authority to repurchase shares of the company, will be
taken with regard to the prevailing market conditions and
other factors.
Explanatory notes in respect of special resolution number 1
This special resolution is proposed to allow the company
and/or its subsidiaries by way of a general authority to
repurchase and/or acquire shares issued by the company.
The existing general authority for the company and/or a
subsidiary thereof to repurchase or purchase, as the case
may be, shares in the company, granted by shareholders at
the previous annual general meeting is due to expire at this
annual general meeting, unless renewed.
The directors have no specific intention, at present, for
the company or its subsidiaries to repurchase any of the
company’s shares but are of the opinion that it would
be in the best interests of the company to extend such
general authority and thereby allow the company or any
subsidiary of the company to be in a position to repurchase
or purchase, as the case may be, the shares issued by the
company through the order book of the JSE, should an
opportunity present itself where the market conditions
and price justify such action. The general authority is also
required to enable the company to perform its settlement
obligations to employees participating in theTelkomSouth
Africa SOC Limited Employee Forfeitable Share Plan.
Special resolution number 2 – General authority for
directors to issue shares for cash
Resolved that, subject to the passing of ordinary resolution
number 5 and the provisions of the Companies Act and the
Listings Requirements, the directors be and are hereby
authorised by way of a general authority, to allot and
issue ordinary shares in the share capital of the company
for cash, on such terms and conditions as they deem fit,
subject to the following conditions:
> 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 (fifteen) months
from the date on which this resolution is passed.
> The equity securities must be issued only to persons
qualifying as public shareholders, as defined in the
Listings Requirements, and not to related parties (unless
the JSE agrees otherwise).
> The equity securities which are the subject of general
issues for cash:
•
may not exceed 5% (five percent) of the company’s
number of ordinary shares in issue as at the date of
the notice of AGM, net of treasury shares, being
25 484 292 ordinary shares
•
any ordinary shares issued under this authority must
be deducted from the number of ordinary shares set
out above
•
in the event of a sub-division or consolidation of issued
ordinary shares during the period of this authority,
the existing authority must be adjusted accordingly to
represent the same allocation ratio
> The maximum discount at which equity securities
may be issued is 10% (ten percent) of the weighted
average traded price on the JSE of such equity securities
measured over the 30 (thirty) business days prior to the
date that the price of the issue is agreed between the
issuer and the party subscribing for the securities. The
JSE should be consulted for a ruling if the company’s
securities have not traded in such 30 (thirty) business
day period
Explanatory notes in respect of special resolution number 2
The directors wish to be granted authority to allot and
issue the ordinary shares of the company that they would
be authorised by ordinary resolution number 5 to issue
as they in their discretion think fit, for cash from time
to time, subject to the provisions of the memorandum
of incorporation, the Companies Act and the Listings
Requirements, in particular section 5.52 of the Listings
Requirements. The ordinary shares capable of being issued
for cash under this authority effectively represent 5% (five
percent) of the number of ordinary shares in issue as at the
date of this notice of AGM, which is significantly lower than
the maximum 15% (fifteen percent) permitted in terms of
the JSE Listings Requirements.
The directors consider it beneficial to obtain the authority
to enable the company to take advantage of any business
opportunity that may arise in future.