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

NOTICE OF ANNUAL GENERAL MEETING (continued)
2. the provisions of clause 1.2.34.1 be amended by the deletion of the clause reference “1.2.34.1”, the deletion of the
words "within the meaning of the Act; or” and the deletion of the provisions of clause 1.2.34.2 and 1.2.34.3 in their
entirety. Clause 1.2.34 shall read as follows :
“subsidiary" – means a company which is a subsidiary of the company;”
3. the provisions of clause 15.2.4 be amended by the deletion of the words "provided that the trustees may, in their
discretion and subject to such terms and conditions as they may impose”. Clause 15.2.4 shall read as follows:
“shall be personal to and be capable of being accepted only by the offeree to whom it is addressed or capable of being
exercised only by the person to whom the option is granted, as the case may be;”
4. the provisions of clauses 15.2.4.1 and 15.2.4.2 be deleted in their entirety;
5. the provisions of clause 18.5 be amended by the deletion thereof and the insertion of the following:
“18.5 Subject to the provisions of this deed, the purchase price of scheme shares purchased by a beneficiary shall be
payable in such manner and at such time or times as may be stipulated in the offer of the shares. However,
notwithstanding anything to the contrary herein contained but subject to clause 27, the total purchase price
shall be paid not later than 10 years after the offer date, but payment of the purchase price of any shares
purchased as a result of an acceptance of an offer, excluding a scrip lending linked offer (and the consequential
release of the shares in terms of clause 16.2) may not be effected before the lapse of the following respective
periods, or such longer or shorter periods as the trustees may, in accordance with directions given to them by
the directors, from time to time prescribe (calculated from the offer date):
18.5.1 two years, in respect of not more than 20% of the total number of shares;
18.5.2 three years, in respect of not more than 40% of the total number of shares;
18.5.3 four years, in respect of not more than 70% of the total number of shares; and
18.5.4 five years, in respect of the balance of such shares.”
6. the provisions of clause 19.2 be amended by the deletion thereof and the insertion of the following:
“19.2 Notwithstanding anything to the contrary:
19.2.1 no options may be exercised prior to the second anniversary of the option date;
19.2.2 not more than an aggregate of 20% of the total number of shares subject to the option may be exercised
prior to the expiry of three years from the option date;
19.2.3 not more than an aggregate of 40% of such shares may be exercised prior to the expiry of four years
from the option date;
19.2.4 not more than an aggregate of 70% of such shares may be exercised prior to the expiry of five years from
the option date;
19.2.5 any balance of such shares may only be exercised after the expiry of five years from the option date,
unless the trustees, in accordance with the directions given to them by the directors, from time to time vary the
vesting periods and the extent of the vesting in respect of any of the options.”
Consequential amendments as a result of the aforesaid amendments and other amendments that do not require authority
of the Company in general meeting are contained in copies of the Scheme document which are available for inspection at
the Company's registered office during normal business hours up to the date of the annual general meeting and will also
be made available at the annual general meeting for perusal by shareholders.
ORDINARY RESOLUTION NUMBER 6
“RESOLVED THAT, any one director of the Company be and is hereby authorised to do all such things as are necessary and to
sign all such documents issued by the Company so as to give effect to special resolution number 1 and ordinary resolution
numbers 1, 2, 3, 4, and 5.”
VOTING
Each shareholder entitled to attend and vote at the above meeting is entitled to appoint one or more proxies (who need
not be shareholders of the Company) to attend, speak and vote in his stead.
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MTN BUSINESS REPORT 2003