Notice of Provision of Financial Assistance in the form of a Parental Guarantee in terms of Section 45 of the Co Act
Telkom SA SOC Limited
Registration number 1991/005476/30
JSE share code: TKG
JSE bond code: BITEL
ISIN: ZAE000044897
(‘Telkom’ or the ‘Company’)
NOTICE OF PROVISION OF FINANCIAL ASSISTANCE IN THE FORM OF A PARENTAL
GUARANTEE IN TERMS OF SECTION 45 OF THE COMPANIES ACT NO 71 OF 2008 (‘COMPANIES ACT’)
Shareholders of Telkom are referred to the special resolution tabled and approved at the Annual General
Meeting of the Company held on 20 August 2024, in terms of section 45 of the Companies Act, authorising
the board of directors of the Company (the ‘Board’) to provide direct or indirect financial assistance to
any company which is related or inter-related to the Company.
The Board has adopted a resolution for the provision of financial assistance, in the form of a parental
guarantee, to its subsidiary, Business Connexion Proprietary Limited (‘BCX’), to support BCX’s
participation in a tender process. It is important to note that the parental guarantee provided by Telkom
is conditional upon the successful award of the tender in question to BCX. The value of the financial
assistance is up to a maximum of R400 million, an amount exceeding 1/10th of 1% of the Company’s net
worth as of the date of this notice. The parental guarantee will endure for the duration of the contract,
should BCX be awarded the tender.
Having considered all reasonable financial circumstances of the Company in terms of and pursuant to
the provisions of Section 45, as read with Section 4 of the Companies Act, the Board is satisfied that:
– Immediately after providing the financial assistance referred to above, the Company would satisfy
the solvency and liquidity test contemplated in Section 4 of the Companies Act.
– The terms and conditions on which the financial assistance is to be given are fair and reasonable to
the Company.
Section 45(5) requires Telkom to give notice to shareholders and any trade unions representing its
employees within 10 business days of the adoption of a board resolution authorising the provision of
financial assistance. By giving this notice, the Board is of the view that Telkom has complied with the
notice requirements in section 45(5) of the Companies Act.
Centurion
13 September 2024
Sponsor
Nedbank Corporate and Investment Banking, a division of Nedbank Limited
Date: 13-09-2024 05:00:00
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