Ladies and gentlemen, I have the pleasure in welcoming you to our 28th annual general meeting of the shareholders of MTN Group Limited, herein referred to as the company. Thank you for taking the time to be here with us. It's always a great pleasure to have our shareholders attending the AGM. Our AGM will be held entirely in electronic format, as permitted by Clause 63 and 2 and 8 of the Companies Act of 2008. Following the success of our previous virtual AGMs, we have worked extensively to ensure that we follow a similar rigorous procedures for this AGM. We are certain that electronic participation will continue to provide us with an opportunity to engage constructively, allowing participants to interact with us from anywhere in the world, making it both easy, efficient, and effective.
I'm pleased to introduce the members of the board who are present today: Dr. Olusegun Adeyemi, Dr. Khotso Mokhele, Sindi Mabaso-Koyana, Mr. Tim Pennington, Mr. Nkululeko Sowazi, Mr. Vincent Rague, Mr. Lamido Sanusi, Mr. Stan Miller, Ms. Nosipho Molope, Ms. Noluthando Gosa, Ms. Nicky Newton-King, Mr. Ralph Mupita, and Ms. Tsholofelo Molefe, and the Group Company Secretary, Thobeka Sishuba-Bonoyi. I also extend a warm welcome to our Group Executive, transfer secretaries, external legal advisors, our sponsors, and external auditors who have joined us today. Shareholders can refer to page 11 of the notice, which contains a picture and biography of all directors. Today is an opportunity to interact with the board and ask them questions about the overall management and performance of the company within the limited time we have.
All shareholder questions and comments will be addressed during the question and answer session later in the meeting. To enable you to do so, we will show a video tutorial of how the platform works. The tutorial was sent with the link to all shareholders registered to attend and those with proxies. The results of the poll will be announced before the close of the informal business of the meeting. This allows shareholders an opportunity to vote on resolutions during the proceedings. We shall now proceed with the ordinary business of the meeting. Shareholders to note that the quorum requirement for this meeting are at least three members to vote are present or represented either by proxy or letter of representation, and in terms of the Companies Act of 2008, that at least 25% of the shares in issue are represented throughout the meeting.
Having regard to the quorum, I should advise that 1,009 members are present at this meeting, either personally or by proxy, representing 1,559,981,547 shares, being 82%. 82.79% of ordinary shares in the company. As necessary quorum is present, I declare the meeting duly constituted. The notice of convening this meeting, as set out in the AGM notice of the AGM booklet, has been sent to all registered shareholders as at record date of Friday, 19th April, 2023, and I shall take the notice as read. Should there be any questions to this procedure, please use the messaging tab to post any written objection, or use the virtual microphone link that can be found on the Home tab.
Andrei, can you please confirm that there are no objections? Thank you.
There are no objections.
As there are no objections, I will proceed with the ordinary business of the meeting. Before we transact with the ordinary business of the meeting, I confirm that the company has ensured that all the provisions of the Companies Act, JSE Listings Requirements, memorandum of incorporation, as well as company policies in relation to this meeting and the resolutions being passed at this meeting, have been adhered to. In order to reflect more accurately the views of all members and to comply with the best practice, we'll be conducting the voting on all resolutions proposed at this meeting by way of poll. Shareholders would have logged into the platform with your pre-arranged usernames and passwords, which will enable you to submit your votes electronically during the meeting. You will have received shareholders user guide that explains how the voting platforms work.
For those shareholders that have previously submitted proxies, these proxies will be considered. No further action is required from you. It is necessary to appoint a scrutineer for the purposes of the poll. We'll appoint Computershare to that effect. I nominate a representative of the transfer secretary, Miss Computershare, to scrutinize the voting process herein, represented by Vivian Liu. Would also like to request that a representative of the external auditors of the company certify the results at the end of the meeting. Are there any questions or objections to this procedure? Please use the messaging tab to post any written objection, or use the virtual microphone link that can be found on the home tab.
Chair, there are no objections.
We will now proceed to the business of the meeting and the voting. You will see all the resolutions that are being tabled at this AGM on the screen. We have 20 ordinary resolutions with the 2 special resolutions to be considered at this AGM. Special resolution number 1 has been individually separated and split into 38 individual resolutions. We will now open the voting on all resolutions to be voted on at this meeting before we proceed with the rest of the business at this meeting. Kindly indicate your responses on your devices by selecting the appropriate choice you wish to make for each resolution. The voting will stay open until the end of the formal proceedings, at which point I will declare the voting closed on all resolutions and then announce the results of all the resolutions.
We'll now continue with the rest of the business of this meeting while voting occurs. I now call upon the Group President and CEO, Ralph Mupita, to give us an update on the business.
Thank you, Chairman. Andre, as I'm making my introductory remarks, if you can put the presentation up that I would just like to cover and give, you know, the shareholders some updates. Good afternoon to all the shareholders and broader stakeholders who are joining us for this AGM. I will give an update which is basically framed from our Q1 2023 trading update, which we released just over two weeks ago. I'll use that to create a frame for how we see the businesses perform and the conditions that we are trading under. Just looking at this highlights page, which really is around the financial performance that we achieved in the context of the first quarter.
We are pleased with the resilient performance of the business in what was a challenging macro, occasioned by elevated inflation, foreign currency availability challenges in key markets, and load shedding in South Africa as the main macro drivers. As you can see in the chart, we had very resilient top-line growth when you look at service revenue. Our service revenue was in line with our medium-term guidance, driven by very strong growth in data and a resilient performance in our Fintech business, which has recovered post the taxes and levies that we saw in 2022. The margins have been under pressure, you know, driven primarily by the elevated inflation, but remain healthy, and the balance sheet continues to be sound and strong, and we have a very strong liquidity profile.
If I talk a little bit about the strategy, if we move to the next slide, we are encouraged by the progress that we're making on our Ambition 2025 strategy. We're seeing good progress in some of the key areas, and I'll highlight some of them. In terms of our asset realization program and portfolio optimization, we are making progress for the orderly exit in Afghanistan. We are exploring the exit of some of our small weaker markets of Guinea-Conakry and Liberia. As we stated with our Ambition 2025 strategy, part of this is about focusing our capital and human resource in our key markets, and we'll update shareholders as we progress in that regard.
In terms of a key part of our strategy, which is the structural separation of our infrastructure assets and platforms, again, we're encouraged by the progress we're making, both on the Fintech and fiber side. We have progress with minority investment for the Fintech group, which we updated you with the Q1 trading update. You'll have seen in the press in recent weeks that we have signed an agreement with Africa50 on our Project East2West as part of building our fiber railroads and, you know, moving towards our target of 135,000 km for fiber, free fiber across our platform.
In terms of the balance sheet, which I commented on before, again, you see, the focus we have on the holdco leverage comfortably within the range of less than 1.5 times. In conditions where, you know, balance sheets are constrained, we have a very healthy liquidity headroom of just over ZAR 57 billion equivalent of cash and available committed facilities. On asset realization, we did make some progress in upstreaming in Nigeria, just under ZAR 1 billion from the Series 1 sell-down in Nigeria as part of our localization strategy. You'll see in our great shareholder value, the cost to communicate, if you take the effective rate per giga, a gigabyte of data, is down just under 23%.
All in all, making good progress within our strategy. Moving on to the next slide. Obviously, as I mentioned, we're operating under a very challenging operating context across our markets. As we have communicated to shareholders, we've got an eight-point plan that's basically framing and guiding us as we navigate some of the headwinds that we're seeing in the market. A set of commercial objectives, managing the supply chain, the network, and then obviously the financial resilience. These programs are all being implemented across our markets, and we are very encouraged by the progress that we're making. We will have a lot more to say around that in our capital markets day, which we are having next week.
As I move on to that topic, just to give you a flavor, Andre, if we move to the next slide, we've set aside two days of the 31st of May and the 1st of June, where we intend to cover on the 1st day, just some of the macro drivers that we're seeing across our markets. We have special guests that are going to join us, you know, for across our three key markets of South Africa, Nigeria, and Ghana. On the screen, you'll see, you know, what we have in store for you there.
On day two, the executives, myself and the executive team, will take you through how we are navigating these macro conditions, and feel very resolute and confident that the Ambition 2025 strategy that we're executing is the appropriate one, which will create, you know, shareholder value over the medium term. Chair, that's all I have in terms of the business update. Very happy later to take Q&A questions, of which, in terms of how we progress. Thank you.
Thank you very much, Ralph. We will now proceed to the presentation of the audited annual financial statements, directors' report, audit committee report, social, ethics, and sustainability report. The consolidated audit annual financial statements of the company and its subsidiary, as approved by the board of directors of the company, including the directors' report, the audit report, and external auditors' report for the year ended 31st December 2022, have been distributed as required and are being presented to the shareholders. Copies of the integrated report, which contain abridged version of the annual financial statement, have also been distributed by registered post and by electronic means to shareholders present at this meeting.
The social, ethics, and sustainability report, which details the activities of the committee for the year ended 31st December 2022, has been distributed by registered post or by electronic means to shareholders and is presented at this meeting. The reports are also available on the company's website. Are there any questions regarding the business presentation, the annual financial statements and reports?
Andre, please, just confirm to the AGM if there are any questions being raised.
We do have questions, Chair. The first question we have is from Hluli Nkube, and he is on behalf of ESG Insight, South Africa, on behalf of various pension funds. His first question is with regards to the auditor reappointment: We have raised the question why the appointment of PwC continues to be tabled despite the firm being long-tenured, which is over 28 years, and in light of mandatory auditor rotation. Please advise in light of MAR requirements.
Andrew, I will read the next question. When the question was, "Please advise, in light of MAR requirements, is in terms of the mandatory auditor rotation." The second question, Chair, and the directors: "Why are international directors being paid significantly more than local directors when they perform the same duties?" The next question, Chair, from Hlulani Nhleko, thank you for the questions. It's around the remuneration policy. The question is: "The ESG metric is vague. What considerations were taken into account to determine what material for MTN from an ESG perspective, including the ESG metric under the team performance, feels a little unaccountable for something that is greatly communicated in the company's strategy and disclosures?" Thanks, Mehuli, for the questions. Maybe, Chair, if I can take the next one. I think it's also from Hlulani Nhleko.
It says, "In line with the exiting trouble markets, MTN has indicated it is considering options for the Afghan exit. What are the timelines and expectations for the Afghan exit?" Thank you, Chair and the directors.
Thank you very much, Hlulani Nhleko. I'll probably ask a couple of directors to respond to the questions. The first question is with regards to the auditors, and I'll ask maybe the Company Secretary to respond to the auditors question.
Thank you. Thank you, Chair. The joint auditors we had for the last year was PwC and Ernst & Young (EY). In the current year, for the year ending 31st December 2023, it's only Ernst & Young that will be the auditors of MTN Group. PwC will no longer be auditors. After we followed the mandatory auditor rotation, extensive conversations, I think, at the audit committee, which were reported to the shareholders in the year 2021 and 2022. Now we only have one auditor, which is Ernst & Young. Thank you, Chair and the directors.
The second question relates to the remuneration. The difference between remuneration of international directors and local directors. Can I ask Khotso to respond to the questions?
Thank you, Mr. Chairman. That echo that we felt this morning is still there. This question arises repeatedly. Yes, all directors of the company, as the question implies, perform the same duties. When it comes to remuneration of directors, what factors that go into that consideration are the markets in which they reside and from which we recruit them. It would be inappropriate for us to use just one scale for both local and international directors who live in different parts of the world. Consequently, what goes into that consideration is where we recruit them from and where they are resident. Mr. Chairman, if I can take the next question as well, on ESG metric.
I can also say that MTN has a very comprehensive ESG framework, which is led out of the executive by a dedicated member of ExCo, but with the entire ExCo and the board committed to ESG. When it comes to which elements of a very comprehensive framework that we have adopted, we, as the RemCom, and supported by the board, felt that at this stage, the most relevant ones that we want to include in the remuneration framework is gender parity, reaching net zero by 2040, and expanded broadband coverage to cover more areas, increasing our overall coverage, including rural areas, to 87.8% versus the target of 95% by 2025.
For now, these are the ones that we consider most relevant to be incorporated into the remuneration framework. I'm sure over time, this will change. Thank you, Chairman.
I don't know, Mr. Sowazi, whether you want to add?
No.
You're welcome. The last question that was asked relates to exit of, difficult markets, more specific to Africa. Process has started, do we have a firm offer or for the exit? Maybe the CEO could tell you the time frame.
Yeah. Thank you, Chair. The process of exiting in an orderly way, Afghanistan is well advanced. We have signed a share purchase agreement with M1 New Ventures... We've had M1 Group engaging with the regulatory authorities in Kabul, which is part of the conditions precedent, you know, which are always necessary with such an exit. The only outstanding matters are the regulatory approvals and concluding the transition agreement. Once those are done, then our orderly exit would be completed. Obviously, we are in the hands largely of the regulators. We can't tell them the timeline, but we're anticipating that actually, in the next month or two, we should receive those, obviously subject to the regulatory approvals.
Chair, that is the answer for the timeline.
Andre, I take it there are no further questions in relation to the business for today? Okay, I see one.
There is a new question.
Itumeleng Masele from AEON Investment Management. We commend the board for engagement and answering governance questions in the previous roadshow. We also appreciate the transparency of the sustainability report. The question is: How do the net zero and carbon emissions targets and outcomes compare to peers in the telecommunications industry? Is that the only question from the shareholder, Andre?
Correct.
Thank you. Chair, over to you.
I'll ask Mr. Sowazi to respond to the question.
Yeah. Chair, we certainly do measure ourselves against our peers, and in the latest outcomes, we are in the upper quarter of the performance against peers. You will recall that we came from behind a few years ago. I think the efforts that have gone into this area are showing good, positive results. I think we will continue to measure ourselves against our peers and make sure we remain in the upper quarter of the sector.
Any other questions?
Thank you, Mr. Sowazi. Chair, I do not see further questions from the shareholders. I'd like to thank them for the questions in relation to the business presentation as well as the reports. Over to you, Chair.
We may, ladies and gentlemen, ask, now respond to questions from shareholders on special and ordinary resolutions contained in the notice.
Andre, are there any questions in relations to the special and ordinary resolutions that we're presenting today?
There are no further questions.
Due to time constraints, we might not be able to go through all some of the questions. However, we'll respond to the questions after the meeting and publish the responses on the website, should that be necessary. We'll segment the responses according to the nature of the questions and the order of the resolution.
Um-
Thank you for your participation.
Thank you, Chair and the directors. We did not receive a pre-questions, Chair and the directors, in relation to the business of today, and therefore, Chair, I would like us to move to the voting and check with Andre if we are close to closing the vote.
Mm-hmm
so that we can continue to share the results with the shareholders.
We are ready to close the vote.
I would like, though, to remind shareholders who have not voted as yet to please cast your votes now. If you are registered to vote, but not received your voting link via email or SMS, please inform the moderator via the question and answer mechanism.
Andre, are there any shareholders who still wish to exercise their votes?
No shareholders left to exercise their votes. All votes are in.
Ladies and gentlemen, we have reached the end of the voting proceedings and I now declare the voting closed. We will now proceed with displaying the results for each resolution which has been tabled at this meeting.
I didn't see that. I didn't see that.
Okay. Chair, I will read on behalf of the chairman. Resolution 1.1, 99.74%. The last resolution, which is Special Resolution 1.2, it's 97.69% shareholders. I will not read all the resolutions on the page. They are reflected for your purposes. We'll certainly issue the sense so that the shareholders will see what the votes looks like. Again, read Special Resolution 1.3. We've received a requisite, a majority, 99.97%. On the same page, Special Resolution 1.24, it's 99.97%. Chair and the directors, the next page... Thanks, Andre.... Special Resolution 1.25, we've received 99.97%.
Chair, maybe I take a pause on resolution number 1.38, just to indicate to the shareholders that we've received more than 75% of this resolution. The Act allows us that if we receive less than 25% of the votes against these resolutions, we have to hold a special shareholders meeting. I wish to declare, Chair, and the directors, and the shareholders, that we've received the necessary requisite majority, which is more than 75%. I will read Special Resolution number 2. I see we received a requisite majority of 99.58%. Special Resolution number 3, 98.25%. Special Resolution number 4, 94.14%. Special Resolution number 5, 99.81%. All these resolutions have reached more than 75% of the required resolution to be carried.
Thank you, Andrew, from Lumi, and thank you, Chair, and the directors, and we thank the shareholders. Over to you, Chair.
Ladies and gentlemen, as all the business on the agenda has been dealt with, I now formally close the proceedings of the 27th Annual General Meeting of MTN Group Limited. As that concludes our discussions, I would like to take this opportunity to thank you once again for your attendance, and urge you to continue to attend our AGMs. Thank you.