Notice is hereby given that the 66th Annual General Meeting of members will be held at Edgars Training Auditorium, 1st Floor LAPF House, 8th Avenue/ Jason Moyo Street, Bulawayo, 28 May 2015 at 09.30 hours. Following is the Agenda for the meeting:-
Ordinary Business
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To approve minutes of the Annual General Meeting held on 29 May 2014.
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To receive and adopt the annual financial statements and reports of the directors and auditors for the financial year ending 10 January 2015.
NB: The full annual report can be viewed online at www.edgars.co.zw
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To appoint directors in accordance with the provisions of the company's Articles of Association.
3.1 T N Sibanda, Z Vella & J B Galloway retire by rotation and being eligible they offer themselves for re-election.
3.2 Ms. D. Millar having been appointed as a Director subsequent to the last Annual General Meeting of the Company, and who in terms of the Articles of Association of the Company is now required to retire from the Board at this Annual General Meeting and being eligible, offers herself for re-election.
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To approve the remuneration of the directors.
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To appoint auditors for the ensuing year and to approve their remuneration for the past year.
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To consider and, if deemed fit, pass with or without modification the following Special Resolution:
Special Resolution
“That the company hereby approves, as a general approval contemplated in sections 78 and 79 of the Companies Act Chapter 24:03, as amended (“the Act”), the acquisition by the company from time to time of issued ordinary shares in the company, upon such terms and conditions and in such amounts as the directors of the company may from time to time determine but, subject to the Articles of Association of the company, the provisions of the Act and the Listing Requirements of the Zimbabwe Stock Exchange (“ZSE”) as presently constituted and which may be amended from time to time, and:
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any such acquisition of ordinary shares shall be implemented on the open market on the ZSE;
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this general authority shall only be valid until the company’s next Annual General Meeting, provided that it shall not extend beyond fifteen [15] months from the date of passing of this special resolution;
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a paid press announcement will be published as soon as the company has acquired ordinary shares constituting, on a cumulative basis, 3% (three percent) of the number of ordinary shares in issue prior to the acquisition pursuant to which the 3% (three percent) threshold is reached, which announcement shall contain full details of such acquisitions;
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acquisitions of ordinary shares in the aggregate in any one financial year may not exceed 10% (ten percent) of the company’s issued ordinary share capital from the date of the grant of this general authority;
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in determining the price at which the company’s ordinary shares are acquired by the company in terms of this general authority, the maximum and minimum price at which such ordinary shares may be acquired will be 5% (five percent) above or below the respective weighted average of the market price at which such ordinary shares are traded on the ZSE, as determined over the five [5] business days immediately preceding the date of repurchase of such ordinary shares by the company.”
The reason for the special resolution is to grant the company a general authority in terms of the Act for the acquisition by the company of shares issued by it, which authority shall be valid until the earlier of the next Annual General Meeting of the company or the variation or revocation of such general authority by special resolution by any subsequent general meeting of the company, provided that the general authority shall not extend beyond fifteen [15] months from the date of this Annual General Meeting. The passing and registration of this special resolution will have the effect of authorising the company to acquire shares issued by the company.
Although the ZSE Listing Requirements allow a company to repurchase up to 20% (twenty percent) of its issued share capital in any one financial year, the directors are only seeking authority to repurchase up to 10% (ten percent) of issued share capital in this financial year, being 29 309 720 ordinary shares.
Statement by the Board of Directors of the Company
Pursuant to and in terms of the Listing Requirements of the ZSE, the directors of the company state that:
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the intention of the directors of the company is to utilise this authority at a future date provided that the cash resources of the company are in excess of its requirements. In this regard, the directors will take account of, inter alia, an appropriate capitalisation structure for the company, the long-term cash needs of the company, and will ensure that any such utilisation is in the interest of shareholders;
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following the maximum number of securities to be repurchased and the date on which such repurchase will take place, the directors of the company will ensure that:
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the company and its subsidiaries will be able to pay their debts as they become due in the ordinary course of business for the next twelve [12] months;
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the consolidated assets of the company and its subsidiaries, will be in excess of the consolidated liabilities of the company and its subsidiaries;
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the issued share capital and reserves of the company and its subsidiaries will be adequate for the purposes of the business of the company and its subsidiaries for the next twelve [12] months; and
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the working capital available to the company and its subsidiaries will be sufficient for the Group’s requirements for the next twelve [12] months.
A member entitled to attend and vote at the meeting may appoint one or more proxies to attend and vote on his/her behalf. Such proxy need not be a member of the company. The instrument appointing a proxy shall be deposited at the registered office of the company at least 48 hours before the meeting.
By order of the Board
12 March 2015
Group Secretary