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

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EXPLANATORY NOTES TO NOTICE OF ANNUAL GENERAL MEETING (continued) 30.1 the terms or conditions of allotment of any scheme or capitalisation shares or of any offer may not be altered without such consent on the part of the beneficiaries concerned (treated as a separate class) as would be required under the Company’s articles of association for a variation or cancellation of the rights attached to those shares; 30.2 no amendment shall be made to the deed without the prior approval of the JSE, if so required in terms of the rules of the JSE; 30.3 no amendment in respect of the following matters shall operate unless such amendment has received the approval of the Company in general meeting: 30.3.1 the persons or categories of persons who may become participants under the scheme; 30.3.2 the voting, dividend, transfer and other rights (including those arising on the liquidation of the Company) attaching to scheme shares; 30.3.3 the maximum entitlement of participants; 30.3.4 the amount payable on acceptance, the basis for determining the purchase, subscription or option price of scheme shares, the purchase price or loan payment periods and terms, the procedures when a participant retires or his employment terminates; 30.3.5 the aggregate number of shares which may be utilised for the purpose of the scheme; 30.4 if it should become necessary or desirable by reason of the enactment of any new act or regulation at any time after the signing of this deed, to amend the provisions of this deed so as to preserve the substance of the provisions contained in this deed but to amend the form so as to achieve the objectives embodied in this deed in the best manner having regard to the new legislation and without prejudice to the beneficiaries concerned, the directors and trustees may, notwithstanding anything to the contrary contained in clauses 30.1 to 30.3, amend the deed accordingly.” The purpose of this ordinary resolution is to amend the scheme to: 1. amend the definition of “market value” so as to facilitate the calculation of the market value of shares and so as to accord with the new Listings Requirements (“JSE listings requirements”) of the JSE Securities Exchange South Africa (“JSE”); 2. amend the definition of “subsidiary” so as to bring it into line with the definition of an employee share scheme in terms of the provisions of section 144A of the Companies Act, No 61 of 1973, as amended (“the Companies Act”); 3. to vary the periods before which payment of scheme shares may be paid (unless otherwise determined by the trustees in accordance with directions given by the directors) as follows: 3.1 two years, in respect of not more than 20% of the total number of shares; 3.2 three years, in respect of not more than 40% of the total number of shares; 3.3 four years, in respect of not more than 70% of the total number of shares; and 3.4 five years, in respect of the balance of such shares, 4. to vary the periods in respect of which options may be exercised (unless otherwise determined by the trustees in accordance with directions given by the directors) as follows: 4.1 no options may be exercised prior to the second anniversary of the option date; 4.2 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; 4.3 not more than an aggregate of 40% of such shares may be exercised prior to the expiry of four years from the option date; 4.4 not more than an aggregate of 70% of such shares may be exercised prior to the expiry of five years from the option date; and 4.5 any balance of such shares may only be exercised after the expiry of five years from the option date, 5. to delete the provisions enabling the rights granted to a beneficiary in respect of any offer or option, to be ceded, so as to bring it in line with the provisions of section 144A of the Companies Act which provides that an employee share scheme must only be for the benefit of bona fide employees of the Company or its subsidiaries. PAGE 122 MTN BUSINESS REPORT 2003
APPENDIX TO THE NOTICE OF ANNUAL GENERAL MEETING Important notes about the annual general meeting (“AGM”) Date: Monday, 29 September 2003, at 11:00. Venue: MTN Innovation Centre, 14th Avenue Campus, Fairlands, Gauteng. Time: The AGM will start promptly at 11:00. Shareholders wishing to attend are advised to be in the auditorium not later than 10:45. Staff will direct shareholders to the AGM. Refreshments will be served after the meeting. Travel information: The map alongside indicates the location of the MTN Innovation Centre at 14th Avenue Campus. Admission: Shareholders and others attending the AGM are asked to register at the registration desk in the auditorium reception area at the venue. Shareholders and proxies may be required to provide proof of identity. Security: Secured parking is provided at the venue. Mobile telephones should be switched off for the duration of the proceedings. PLEASE NOTE: 1. Certificated shareholders and dematerialised shareholders who hold their shares in “own name” registrations Shareholders wishing to attend the AGM have to ensure beforehand with the registrars of the Company that their shares are in fact registered in their names. Should this not be the case and the shares are registered in any other name or in the name of a nominee company, it is incumbent on shareholders attending the annual general meeting to make the necessary arrangements with that party to be able to attend and vote in their personal capacity. The proxy form contains detailed instructions in this regard. 2. Enquiries Any shareholders having difficulties or queries in regard to the AGM or the above are invited to contact the Company Secretary, Ms M Mackintosh, on +27 11 301 6000 or the Company’s shareholder communications consultant, Georgeson Shareholder Communications, on 0800 202 360 or +27 11 775 3443 if calling from outside South Africa. Calls may be monitored for quality control purposes and customer safety. MTN BUSINESS REPORT 2003 PAGE 123
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MTN Group Limited (formerly M-Cell
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FINANCIAL HIGHLIGHTS 2003 ● ●
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OUR VISION IS TO BE THE LEADING PRO
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MTN Footprint AS AT 31 MARCH 2003 E
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EXECUTIVE DIRECTORS 1. P F NHLEKO G
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Keeping pace with the technological
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MTN group values Values To realise
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Flashed, superheated air hotter tha
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for between 94,9% and 97,9% of the
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LOOKING AHEAD The positive results
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operations in local currency was su
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a deferred tax asset raised which i
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Table 5 Capital expenditure Capital
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Table 7 Group facilities Total Util
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In the post-paid market, MTN South
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gathering and analysing relevant cu
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(2002: R450 million). EBITDA was R2
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MTN RWANDA MTN Rwanda recorded plea
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MTN UGANDA MTN Uganda continues to
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products across the Group. Airborn
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GROUP BALANCE SHEET AS AT 28 FEBRUA
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SHAREHOLDER INFORMATION SPREAD OF O
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In a military-like manoeuvre of pre
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Details of attendance by directors
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DEALINGS IN SECURITIES All director
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of internal, financial and operatio
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● No share options have been repr
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investment in five countries outsid
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Glossary of terms and acronyms Grou
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These regular visitors, who shape c
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DIRECTORS’ APPROVAL OF THE ANNUAL
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DIRECTORS’ REPORT FOR THE YEAR EN
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THE MTN GROUP SHARE OPTION AND INCE
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EQUITY COMPENSATION BENEFITS FOR EX
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DIRECTORS’ SHAREHOLDINGS The inte
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DIRECTORS’ EMOLUMENTS AND RELATED
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In addition, the Public Investment
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Page 77 and 78: issue during the period and is base
Page 79 and 80: ● income and expenditure and cash
Page 81 and 82: GROUP BALANCE SHEET AS AT 31 MARCH
Page 83 and 84: GROUP STATEMENT OF CHANGES IN SHARE
Page 85 and 86: 1. BUSINESS AND GEOGRAPHICAL SEGMEN
Page 87 and 88: 2003 2002 Rm Rm 3. OPERATING EXPENS
Page 89 and 90: 2003 2002 Rm Rm 7. EARNINGS PER ORD
Page 91 and 92: Information systems, furniture Netw
Page 93 and 94: Other Connection intangible incenti
Page 95 and 96: 16. TRADE AND OTHER RECEIVABLES Bal
Page 97 and 98: 2003 2002 Rm Rm 20. BORROWINGS (con
Page 99 and 100: 2003 2002 Rm Rm 20. BORROWINGS (con
Page 101 and 102: 22. TRADE AND OTHER PAYABLES Trade
Page 103 and 104: Carrying amount Fair value 2003 200
Page 105 and 106: 2003 2002 Rm Rm 31. CONTINGENT LIAB
Page 107 and 108: 40. CLASSIFICATION OF MTN MAURITIUS
Page 109 and 110: COMPANY CASH FLOW STATEMENT FOR THE
Page 111 and 112: 7. RECEIVABLES Sundry receivables 7
Page 113 and 114: INTERESTS IN ASSOCIATED COMPANIES A
Page 115 and 116: R S DABENGWA (44) BSc (Eng), MBA Ex
Page 117 and 118: Symbolizing the power of a leader,
Page 119 and 120: Details of directors offering thems
Page 121 and 122: 4. That the maximum discount at whi
Page 123 and 124: PROXIES A form of proxy which sets
Page 125: This resolution is required to be p
Page 129 and 130: FORM OF PROXY ONLY FOR USE BY REGIS
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(formely M-Cell Limited) - Business Report 2003 - MTN Group

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