NOTICE OF ANNUAL GENERAL MEETING
Notice is hereby given that the 61st annual general meeting of the members of the Company will be held virtually on https://eagm.creg.co.zw/eagm/Login.aspx and at the Radisson Blu Hotel, Lusaka, Zambia on Thursday, 24 November 2022 at 09h00. The voting at the Annual General Meeting will be electronically on https://eagm.creg.co.zw/eagm/Login.aspx.
- Minutes of the previous meeting
To receive and confirm the minutes of the 60th Annual General Meeting held on 24 November 2021.
- Financial statements
To receive and adopt the Directors’ Report and the Financial Statements for the year ended 31 August 2022, together with the Auditor’s Report thereon.
- Ordinary Resolutions
To consider and, if deemed fit, to pass, with or without modification, the following ordinary resolutions:
3.1 Ordinary resolution number 1: Confirmation of appointment of Andre Lubbe
To confirm the appointment of Mr Andre Lubbe, who was appointed by the Board as a Director with effect from 23 February 2022.
3.2 Ordinary resolution number 2: Re-election of a Director retiring by rotation
To re-elect Mr Norman Mbazima, who retires by rotation, and who, being eligible, offers himself for re-election. Based on the recommendations of the Remuneration and Nomination Committee, which has conducted a formal assessment of Mr Mbazima, the Board recommends his re-election to shareholders.
His details are set out in the Annual Report.
3.3 Ordinary resolution number 3: Re-election of a Director retiring by rotation
To re-elect Mr Fidelis Banda, who retires by rotation, and who, being eligible, offers himself for re-election. Based on the recommendations of the Remuneration and Nomination Committee, which hasconducted a formal assessment of Mr Banda, the Board recommends his re-election to shareholders. His details are set out in the Annual Report.
3.4 Ordinary resolution number 4: Re-election of a Director retiring by rotation
To re-elect Ami Mpungwe, who retires by rotation, and who, being eligible, offers himself for re-election.Based on the recommendations of the Remuneration and Nomination Committee, which has conducted a formal assessment of Mr Mpungwe, the Board recommends his re-election to shareholders. His details are set out in the Annual Report.
3.5 Ordinary resolution number 5: Approval of Directors’ fees
That the fees for Non-Executive Directors for the year ending 31 August 2023 be revised by 25% as follows:
- from K 228,000 to K 285,000 for a Board member;
- from K 238,000 to K 297,500 for a Board member/Committee member; and
- from K 271,000 to K 338,750 for the Board Chairman.
3.6 Ordinary resolution number 6: Appointment of the Independent Auditor
Pursuant to the requirements of sections 257(1) of the Companies Act No. 10 of 2017, and as nominated by the Company’s Audit Committee, to resolve that EY be re-appointed as the Company’s Independent Registered Auditor for the financial year ending 31 August 2022 and to authorise the Directors to determine their remuneration.
- Declaration of final dividend
The Directors recommend that a dividend of 94.4 ngwee per share be paid for the financial year ending 31 August 2022. It is noted that in terms of Company’s Articles, the Company may only declare a dividend if the Directors have recommended a dividend.
- Other business
To transact such other business as may be transacted at an Annual General Meeting of members.
A member entitled to attend and vote at the meeting is entitled to appoint a proxy to attend, speak and vote in his/her stead. The proxy need not be a member of the Company. Proxy forms should be forwarded so as to reach the Company`s registered office or the share transfer secretaries not later than 48 hours before commencement of the Annual General Meeting.
DETAILED INSTRUCTIONS ON HOW TO PARTICIPATE IN THE AGM VIRTUALLY
As there will be limited space for the physical meeting in view of the need to adhere to COVID-19 guidelines, members are encouraged to participate in the AGM virtually.
- The proceedings of the Annual General Meeting will be streamed live and Members are required tosign up in advance at https://eagm.creg.co.zw/eagm/login.aspx
- To sign up for the AGM, a Member must have a working email and active cell phone number.
- After signing up, Members will receive a confirmation email and SMS containing information aboutjoining the AGM.
- After registering, Members will also receive their Lusaka Securities Exchange (LuSE) ID numberwhich they must have on the day of the AGM in order to vote on the resolutions.
- On the day of the AGM, Members will require to confirm their attendance with the login detailsthatwill be provided after signing up.
- To fully participate in the AGM, a Member must have a reliable internet connection.
- Queries on the registration process, how to login to the meeting or voting process must be sent to info@corpservezambia.com.zm or telephone number +260 950 968 435, +260 979 420 470 or +260 979 946 143
- Queries pertaining to shareholders relations such as change of address or bank details are to be channelled through the Transfer Secretaries, whose contact address is:
Corpserve Transfer Agents Limited
6 Mwaleshi Road, Olympia Park, Lusaka, Zambia
Telephone: +260 211 256969/70
Facsimile: +260 (211) 256975
Email: info@corpservezambia.com