(formely M-Cell Limited) - Business Report 2003 - MTN Group

4. That the maximum discount at which the equity securities will be issued for cash will be 10% of the weighted average
traded price of those equity securities measured over the 30 (thirty) business days prior to the date that the price of
the issue is determined or agreed by the directors of the Company and where the equity securities have not traded in
such 30 (thirty) business day period, the JSE should be consulted for a ruling; and
5. That the approval for the waiver of the pre-emptive rights will be valid until the earlier of the next annual general
meeting of the Company and the expiry of a period of 15 (fifteen) months from the date of passing of this resolution.”
A 75% majority of the votes cast by the shareholders present or represented by proxy at the annual general meeting will be
required to approve this resolution.
ORDINARY RESOLUTION NUMBER 3
“RESOLVED THAT:
1. the annual remuneration of the directors of the Company be fixed at the rate of R120 000 per annum and that the
annual remuneration of the Chairman of the Company be fixed at the rate of R150 000 per annum, with effect from
1 April 2003. In addition to the above, an attendance fee of R25 000 and R50 000 per meeting will be paid to the
directors and Chairman of the Company respectively; and
2. the annual remuneration of the following committee members will be as set out below:
Group Audit Committee
Chairman – R10 000
Attendance per meeting – R7 500
Member – R7 500
Attendance per meeting – R5 000
Risk Management and Corporate Governance Committee
Chairman – R10 000
Attendance per meeting – R7 500
Member – R7 500
Attendance per meeting – R5 000
Nominations, Remuneration and Human Resources Committee
Chairman – R7 500
Attendance per meeting – R7 500
Member – R5 625
Attendance per meeting – R3 000
Subsidiary Boards: MTN International (Proprietary) Limited and Mobile Telephone Networks (Proprietary) Limited
Chairman – R10 000
Attendance per meeting – R7 500
Member – R7 500
Attendance per meeting – R5 000.”
ORDINARY RESOLUTION NUMBER 4
"RESOLVED THAT, the Company be and is hereby authorised to extend the current 3 (three) year contract of service entered
into between the Company and Mr P F Nhleko, by an additional period of 2 (two) years until July 2007.
ORDINARY RESOLUTION NUMBER 5
“RESOLVED THAT, the Company’s Share Incentive Scheme be amended as follows:
1. the provisions of clause 1.2.13.2 be amended by the deletion of the words “the weighted average of the daily official
list price (as defined in the listing requirements of the JSE)", and the words,“closing price”, be inserted in their stead.
Clause 1.2.13.2 shall read as follows :
“the closing price of the shares on the JSE on the actual trading day, as determined by the trustees, or, if the trustees so
elect, by a certificate issued by any stockbroker on the JSE; and”
MTN BUSINESS REPORT 2003
PAGE 117