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

In addition, the Public Investment Commissioner gave an option to the MTN Executive Directors to participate in the
economic benefit attaching to the participating redeemable preference share mentioned above for an option price of
R5 million. The MTN Executive Directors have exercised the option. The acquisition consideration paid by each MTN
Executive Director in respect of this option is as follows:
P F Nhleko R1 315 500
I Charnley R 921 125
R S Dabengwa R 921 125
R D Nisbet R 921 125
P L Zim R 921 125
Total R5 000 000
The MTN executive directors will not acquire any direct or indirect, beneficial or non-beneficial interest in the MTN
Group shares acquired by Newshelf 664 as a result of the option.
A special committee of non-executive directors (the committee) has been formed in order to consider the impact of
the sale on the MTN Group, notwithstanding that the MTN Group was not a party to the sale and did not provide any
form of financial assistance in respect of the sale. The committee’s advisers have reviewed the sale agreement and
other relevant documentation which was furnished to them and, based on their advice, the committee concluded that
the sale would not have an adverse impact on the MTN Group.
DIRECTORS AND SECRETARY
The names of the directors in office at the date of this report, as well as particulars of the secretary appear on page 124.
The following changes to the board of directors have taken place since the date of the last annual report.
Appointments
Ms S N Mabaso 1 July 2002
Mr L C Webb (alternate to Ms S N Mabaso) 1 July 2002
Mr A F van Biljon 1 November 2002
Ms S L Botha 7 July 2003
Resignations
P Edwards 30 June 2002
Dr C R Jardine 15 October 2002
L C Webb (alternate to Dr C R Jardine) 15 October 2002
In terms of Article 84 of the Company’s Articles of Association, Mr D D B Band, Mr R S Dabengwa, Mr P L Heinamann
and Mr R D Nisbet retire by rotation at the forthcoming annual general meeting and, being eligible, offer themselves
for re-election as directors. In addition, shareholders will be requested to confirm the appointments of
Mr A F van Biljon and Ms S L Botha as directors of the Company.
POST-BALANCE SHEET EVENTS
There were no material events which occurred between 31 March 2003 and the date of approval of these financial
statements.
COMPANY SECRETARY
The Company Secretary is Ms M M R Mackintosh and her business and postal addresses are reflected on page 124.
AUDITORS
PricewaterhouseCoopers Inc. together with SizweNtsaluba VSP Inc. will continue in office in accordance with Section
270(2) of the Companies Act as joint auditors.
MTN BUSINESS REPORT 2003
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