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05
Appendices
Notice of
annual general meeting
– continued
Explanatory notes in respect of special resolution number 3
In terms of sections 66(8) and (9) of the Companies Act, remuneration may only be paid to directors for their service
as directors in accordance with a special resolution approved by shareholders within the previous two years and if not
prohibited in terms of a company’s memorandum of incorporation. The remuneration of directors for their services is
determined from time to time by the directors, taking into account the recommendations of the remuneration committee.
Directors shall also be paid travelling, subsistence and other expenses properly incurred by them in the execution of their
duties, including attendance of meetings of directors and of committees of directors authorised or ratified by directors.
The Board has considered the remuneration paid to the non-executive directors for the year ended 31 March 2017 and is
of the view that, in the best interest of the company, there should be an increase to the remuneration as tabled above.
Special Resolution number 4 – General authority to provide financial assistance
Resolved that, the board be and is hereby authorised to cause the company, subject to compliance with the requirements
of the memorandum of Incorporation and the Companies Act, to provide direct or indirect financial assistance as
contemplated in sections 44 and 45 of the Companies Act, including by way of a loan, guarantee, the provision of
security or otherwise, to any of its present or future subsidiaries and/or any other company or entity that is or becomes
related or inter-related to the company for any purpose or in connection with any matter, including, but not limited
to, the subscription of any option, or any securities issued or to be issued by the company or a related or inter-related
company or entity, or for the purchase of any securities of the company or a related or inter-related company or entity,
for such amounts and on such terms as the board may determine in its discretion. This authority shall continue until the
forthcoming annual general meeting of the company
Explanatory notes in respect of special resolution number 4
The board wishes to have the ability to provide financial assistance (by way of loan, guarantee, the provision of security or
otherwise), if necessary, to related or inter-related companies and entities. Furthermore, it may be necessary or desirous
forTelkom to provide financial assistance to related or inter-related companies and entities to subscribe for options or
securities or purchase securities ofTelkomor another company related or inter-related to it. Under sections
44 and/or 45 of the Companies Act,Telkomwill however require the special resolution referred to above to be adopted.
In the circumstances and in order to, inter alia, ensure thatTelkom’s subsidiaries and other related or inter-related
companies and entities have access to financing and/or financial backing fromTelkom , it is necessary to obtain the
approval of shareholders, as set out in special resolution number 4.
By order of the board
TELKOM South Africa SOC LIMITED
E Motlhamme
Group company secretary
Date 3 July 2017
Registered office
61 Oak Avenue
Highveld
Centurion
0157
South Africa
(Private Bag X881, Pretoria 0001)
Transfer secretaries
Computershare Investor Services Proprietary Limited
Rosebank Towers
15 Biermann Avenue
Rosebank, 2196
South Africa
(PO Box 61051, Marshalltown 2107)