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Notice of annual general meeting

Blue Label Telecoms Limited

(Incorporated in the Republic of South Africa)
(Registration number 2006/022679/06)
Share code: BLU ISIN: ZAE000109088
(“Blue Label” or “the Company”)

All terms defined in the integrated annual report 2013, to which this notice of annual general meeting is attached, shall bear the same meanings when used in this notice of annual general meeting.

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given to Blue Label shareholders recorded in the Company’s securities register on Friday, 25 October 2013, that the sixth annual general meeting of shareholders of Blue Label Telecoms Limited will be held in the boardroom, Blue Label corporate offices, 75 Grayston Drive, Sandton, on Friday, 29 November 2013 at 10:00 (South African time) (“AGM”), to conduct such business as may lawfully be dealt with at the annual general meeting and to consider and, if deemed fit, pass, with or without modification, the ordinary and special resolutions set out hereunder in the manner required by the Companies Act, as read with the Listings Requirements.

Kindly note that in terms of section 63(1) of the Act, meeting participants (including proxies) will be required to provide reasonably satisfactory identification before being entitled to participate in or vote at the AGM. Forms of identification that will be accepted include original and valid identity documents, driver’s licences and passports.

RECORD DATES, PROXIES AND VOTING

In terms of section 59(1)(a) and (b) of the Act, the Board of the Company has set the record date for the purpose of determining which shareholders are entitled to:

Certificated shareholders or own name dematerialised shareholders may attend and vote at the AGM, or alternatively appoint a proxy to attend, speak and, in respect of the applicable resolution(s), vote in their stead by completing the attached form of proxy and returning it to the transfer secretaries at the address given in the form of proxy by no later than 10:00 on Wednesday, 27 November 2013.

Shareholders who have dematerialised their shares, other than those shareholders who have dematerialised their shares with own name registration, should contact their CSDP or broker in the manner and within the time stipulated in the agreement entered into between them and their CSDP or broker:

On a show of hands, every shareholder present in person or represented by proxy and entitled to vote shall have only one vote irrespective of the number of shares such shareholder holds. On a poll, every shareholder, present in person or represented by proxy and entitled to vote, shall be entitled to that proportion of the total votes in the Company which the aggregate amount of the nominal value of the shares held by such shareholder bears to the aggregate amount of the nominal value of all shares issued by the Company.

Certificated Blue Label shareholders or own name dematerialised shareholders who are entitled to attend and vote at the AGM are entitled to appoint a proxy to attend, participate in and vote at the annual general meeting in their stead. A proxy need not also be a shareholder of the Company. The completion of a form of proxy will not preclude a shareholder from attending the annual general meeting.

ELECTRONIC PARTICIPATION

Please note that Blue Label will provide for participation by way of electronic communication in the AGM, as set out in section 63 of the Act. In this regard, please refer to the notes on page 256 at the end of this notice.

When reading the resolutions below, please refer to the explanatory notes relating to the resolutions on pages 254 and 255.

PRESENTATION OF ANNUAL FINANCIAL STATEMENTS AND REPORTS

The audited Group and Company annual financial statements, including the external auditors’, Audit, Risk and Compliance Committee’s and directors’ reports for the year ended 31 May 2013, have been distributed as required and will be presented to shareholders at the AGM.

The complete set of audited Group and Company annual financial statements, together with the above mentioned reports, are set out on pages 106 to 247 of the integrated annual report. The directors’ report is set out on pages 99 to 103. The Audit, Risk and Compliance Committee’s report is set out on pages 58 to 62.

ORDINARY RESOLUTIONS

Please note that in terms of sections 62(3)(c) and 65(7) of the Act, unless otherwise specified, in order for each of the following ordinary resolutions to be passed, each resolution must be supported by more than 50% of the voting rights exercised.

ADVISORY VOTE

Please note that there is no minimum percentage of voting rights required for an advisory vote to be adopted.

Endorsement of the remuneration policy

As a non-binding advisory vote, the Company’s remuneration policy (excluding the remuneration of Non-Executive Directors and members of Committees of the Board for their services as Directors and members of such committees) as set out on pages 53 to 57 of the integrated annual report, be and is hereby endorsed.

SPECIAL RESOLUTIONS

Please note that in terms of sections 62(3)(c) and 65(9)of the Act, the minimum percentage of voting rights required for each of the following special resolutions to be passed is 75% of the voting rights exercised.

The Listings Requirements require, in terms of paragraph 11.26, the following disclosures, which appear in the integrated annual report:
– Directors and management – refer to pages 20 to 27;
– Major shareholders – refer to pages 246 and 247;
– Material change – there were no material changes;
– Directors’ interest in securities – refer to page 102;
– Share capital of the Company – refer to pages 233 and 234;
– Responsibility Statement – refer to page 97; and
– Litigation – refer to pages 95, 214 and 215.

By order of the board

Janine Van Eden
Group Company Secretary
Sandton
18 October 2013