Circular Distribution & General Meeting Notice relating to Proposed Extension of BBBEE Scheme & Specific Repurchases
MTN Group Limited
(Incorporated in the Republic of South Africa)
(Registration number: 1994/009584/06)
Share code: MTN
ISIN: ZAE000042164
(MTN or the Company)
DISTRIBUTION OF CIRCULAR, INCLUDING A NOTICE OF GENERAL MEETING (GM), RELATING TO THE
PROPOSED EXTENSION OF THE 2016 MTN BROAD-BASED BLACK ECONOMIC EMPOWERMENT SCHEME
OPERATED THROUGH MTN ZAKHEKE FUTHI (RF) LIMITED (MTNZF) (SCHEME) AND APPROVAL OF FUTURE
SPECIFIC REPURCHASES BY MTN OF MTN SHARES FROM MTNZF ON AN UNWIND OF THE EXTENDED
SCHEME
1. Distribution of Circular and notice of GM
MTN shareholders (Shareholders) are referred to the Company’s joint announcement with MTNZF, released
on the Stock Exchange News Services of the JSE Limited (SENS) on Monday, 19 August 2024 and published
in the press on Tuesday, 20 August 2024, relating to the proposed extension of the scheduled maturity date
of the Scheme by three years, from 23 November 2024 to 23 November 2027, and future specific
repurchases by MTN of MTN shares from MTNZF on an unwind of the extended Scheme (Transaction).
Shareholders are hereby advised that the Company has today, Friday, 13 September 2024, distributed a
circular to Shareholders relating to authorisations sought in respect of the Transaction (titled ‘Circular to
Shareholders regarding the 2016 MTN BEE Transaction Extension and Future Specific Repurchases on an
Unwind of the 2016 MTN BEE Transaction Extension’) (Circular), which document incorporates a notice of
GM to be held entirely by way of electronic communication at 14:00 on Monday, 14 October 2024 on
https://web.lumiagm.com.
The Circular is available in English only. The Circular is available on MTN’s website, at
https://www.mtn.com/investors-shareholders/?tablink=circulars-and-gms, and copies of the Circular may
be obtained at the Company’s registered office, 216 – 14th Avenue, Fairland, Roodepoort, 2195, South
Africa, or from Computershare Investor Services Proprietary Limited (Transfer Secretaries) whose address
is set out in the ‘Corporate Information and Advisors’ section of the Circular during normal business hours
from today, Friday, 13 September 2024 to Monday, 14 October 2024.
2. Salient dates and times
2024
Record date for Shareholders to be recorded in MTN’s securities register Friday, 6 September
(Register) to receive the Circular and notice of GM
Circular and notice of GM posted to Shareholders and announced on Friday, 13 September
SENS
Last day to trade in order for Shareholders to be recorded in the Register Tuesday, 1 October
in order to be eligible to participate in and vote at the GM
Record date for Shareholders to be recorded in the Register in order to Friday, 4 October
be eligible to participate in and vote at the GM
Last day for receipt of forms of proxy for the GM by the Transfer Thursday, 10 October
Secretaries by 14:00 on
GM to be held entirely by way of electronic communication at 14:00 on Monday, 14 October
Results of the GM released on SENS on Tuesday, 15 October
Results of the GM published in the South African press on Wednesday, 16 October
Note:
These dates and times are subject to amendment. Any amendment will be released on SENS.
Johannesburg
Friday, 13 September 2024
Legal and tax advisor Financial advisor
Webber Wentzel Attorneys Rand Merchant Bank, a division of FirstRand Bank Limited
Transaction sponsor and lead sponsor Joint sponsor
Tamela Holdings Proprietary Limited J.P. Morgan Equities (SA) Proprietary Limited
Date: 13-09-2024 04:35:00
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