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Results of the EGM of MTNZF held on 15 January 2026 relating to the Unwind Scheme of Arrangement
MTN Zakhele Futhi (RF) Limited
(Incorporated in the Republic of South Africa)
(Date of incorporation: 21 June 2016)
(Registration number: 2016/268837/06)
JSE share code: MTNZF
ISIN: ZAE000279402
LEI: 378900429C4F73B1BE74
("MTNZF" or the "Company")
RESULTS OF THE EXTRAORDINARY GENERAL MEETING OF MTNZF HELD ON 15 JANUARY 2026
RELATING TO THE UNWIND SCHEME OF ARRANGEMENT
INTRODUCTION
MTNZF shareholders ("MTNZF Shareholders") are referred to (i) the Company's firm intention
announcement released on the Stock Exchange News Service of the JSE Limited ("SENS") on Tuesday,
25 November 2025 containing details of the scheme of arrangement in terms of section 114(1)(c) and
114(1)(e) of the Companies Act, 71 of 2008, as amended (the "Companies Act"), pursuant to which, if
implemented, the Company will repurchase all of the issued ordinary no par value shares in MTNZF (the
"Ordinary Shares") from MTNZF Shareholders, save for one MTNZF Share held by each of Windup Co
Proprietary Limited, Tamela Holdings Proprietary Limited and TMF Trustees (South Africa) Proprietary
Limited (being a total of three Ordinary Shares) (the "Scheme Shares"), for a scheme cash consideration
of ZAR0.15 (15 cents) per Scheme Share (the "Scheme"), and (ii) a further SENS announcement by the
Company on 2 December 2025 regarding the distribution of a circular by the Company to the MTNZF
Shareholders, which incorporated a notice of an Extraordinary General Meeting ("EGM"), in respect of
the Scheme (the "Notice") (the "Circular").
Terms capitalised but not defined herein bear the meaning given thereto in the Circular, unless the context
indicates otherwise.
RESULTS OF THE EGM
MTNZF Shareholders are advised that the EGM was duly held on Thursday, 15 January 2026 at 10:00
(South African time), at which both of the Special Resolutions, as set out in the Notice, were presented to
the MTNZF Shareholders to consider, and if deemed fit, pass.
The total number of Ordinary Shares present and represented, including by proxies, at the meeting was
39 638 003 Ordinary Shares (constituting 37,81% of MTNZF's total issued Ordinary Shares excluding the
Ordinary Shares held by those MTNZF Shareholders whose votes were not to be included in determining
the affirmative approval of the Scheme as contemplated in the Circular).
MTNZF Shareholders are hereby advised that both the Special Resolutions were proposed and passed by
the requisite majority of MTNZF Shareholders as contemplated in the Circular.
The voting results of the EGM are as follows:
Number of of Ordinary For (%) Against Abstain
RESOLUTIONS Ordinary Shares in ** (%) ** (%)
Shares voted issue * *
Special resolution number 1:
Approval of the Scheme Resolution
in accordance with sections 48(8), 39 590 375 37.77 96.29 3.71 0.05
114(1)(c), 114(1)(e) and 115(2)(a)
of the Companies Act
Special resolution number 2:
Approval of the revocation of the 39 607 100 37.78 96.51 3.49 0.03
Scheme
* Expressed as a percentage of the total number of Ordinary Shares in issue as at the date of the EGM
(being 123,416,826 Ordinary Shares), excluding the Ordinary Shares held by those MTNZF
Shareholders who were not to be included in determining the affirmative approval of the Scheme as
contemplated in the Circular (being 18 586 293 Ordinary Shares) (amounting to 104 830 533 Ordinary
Shares).
** Expressed as a percentage of the ordinary shares voted.
SizweNtsalubaGobodo Grant Thornton Inc. issued a factual finding report on the results.
SCHEME CONDITIONS PRECEDENT
The Scheme remains subject to the fulfilment or to the extent permitted, waiver, of the remaining Scheme
Conditions Precedent by the dates set out in the Circular. An announcement will be released on SENS as
soon as possible after the fulfilment or non-fulfilment (as the case may be, or where permitted, waiver)
of the outstanding Scheme Conditions Precedent. MTNZF Shareholders are reminded that the
implementation of the Scheme, including the payment of the Scheme Consideration, is subject to the TRP
issuing the Compliance Certificate.
RESPONSIBILITY STATEMENT
The Independent Board and the MTNZF Board, individually and collectively, accept full responsibility for
the accuracy of the information contained in this announcement which relates to the Scheme, and certify
that, to the best of their knowledge and belief, such information is true and this announcement does not
omit any facts that would make any of the information false or misleading or would be likely to affect the
importance of any information contained in this announcement. The Independent Board and the MTNZF
Board have made all reasonable enquiries to ascertain that no facts have been omitted and this
announcement accordingly contains all information required by law and the Companies Act.
Johannesburg
16 January 2026
Financial adviser and JSE sponsor to MTNZF
Tamela Holdings Proprietary Limited
Legal and tax adviser to MTNZF
Webber Wentzel
Date: 16-01-2026 03:50:00
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