NOTICE IS HEREBY GIVEN of an Extraordinary General Meeting of shareholders of Letshego (“EGM”) which will be held at 09H00 on the 25th October 2022 at Protea Hotel by Marriott Gaborone Masa Square. The meeting will also be accessible to shareholders of Letshego who wish to participate virtually, through electronic participation.
The purpose of the meeting is to consider and if thought fit, to adopt, with or without amendment, the following, ordinary resolution:
To approve the remuneration of directors for the financial year ending 31st December 2022 as set out in the table below.
Proposed 2022 remuneration of directors
- Board Chairman All-inclusive Fixed fee of BWP950,000
- Directors (Main Board) – BWP27,285 per sitting
- Directors (Annual Retainer) – Directors BWP240,000
- All Committee Chairpersons – BWP30,000 per sitting
- Committee members BWP20,000 per sitting
- Adhoc meetings – BWP 2,000 per hour capped at BWP 10,000 per meeting
Shareholders are referred to the explanatory statement (“Explanatory Statement”), which accompanies this notice as Appendix 1, which gives details of the nature of the business to be conducted at the EGM to enable the shareholders to form a reasoned judgment in relation to the resolution proposed to be passed.
A Shareholder entitled to attend and vote is entitled to appoint a proxy to attend, speak and vote in his/her stead. The form of proxy is attached to this notice as Appendix 2. The person so appointed need not be a shareholder. Proxy forms should be deposited to Letshego Holdings Limited, 7th Floor, Letshego Place, Tower C, Zambezi Towers, Plot 54352, Central Business District, Gaborone, Botswana or emailed to the Group Company Secretary at [email protected] not less than 48 hours before the meeting, as contemplated in the constitution of the Company.
Shareholders or proxies who wish to participate in the EGM virtually via electronic means, must register for electronic participation by delivering the electronic participation form (“Electronic Participation Form”) which is attached to this notice as Appendix 3, to Letshego Holdings Limited, 7th Floor, Letshego Place, Tower C, Zambezi Towers, Plot 54352, Central Business District , Gaborone, Botswana or email to the Group Company Secretary at [email protected] not less than 48 hours before the meeting.
By order of the Board
Interim Company Secretary
(In terms of section 2 (2) (a) of the second schedule of the Companies Act as read with Section 109 of the Act)
- At the 2022 Annual General Meeting, Shareholders of Letshego did not approve the remuneration for non-executive directors’ remuneration for financial year ending December 2022 which had been tabled, for approval.
- This follows concerns raised by Shareholders on the remuneration of the Board in the past few years.
- The main concern from Shareholders appeared to be the sharp increase in the retainer fee, that was done in the years 2015, 2016 and 2017.
- Overall this recommendation represents a 36% year on year reduction in board fees from BWP9,306,236 to BWP 6,821,400.
- The Board has reconsidered the issue and has revised the proposed board remuneration for 2022 to align to market practice:
The proposal is driven by a reduction in market positioning as follows:
- Board Chairman fees 109% to 74% compa-ratio
- Board member fees 220% to 125% compa-ratio driven by a 33% reduction in the retainer.
- The board therefore proposes the approval of the 2022 board remuneration as follows (compared against the 2021 remuneration):
||Proposed Remuneration 2022
|1. Annual retainer – Board Chairman BWP917,031
||1. Board Chairman All-inclusive Fixed fee of BWPP950,000
|2. Board Chairman BWP29,000 per meeting
||2. No sitting allowance for Board Chairman save for adhoc meetings
|3. Annual retainer – Directors BWP360,000
||3. Annual Retainer – Directors BWP240, 000.00
|4. Directors (Main Board meeting) BWP27,285 per sitting
||4. Directors (Main Board meeting) BWP27,285 per sitting
|5. Committee Chair persons – BWP15,000 per sitting
||5. Committee Chair persons – BWP30,000 per sitting
|6. Committee members BWP15,000 per sitting
||6. Committee members BWP20,000 per sitting
|7. Ad hoc meeting BWP10,000 per sitting
||7. Ad hoc meetings hourly rate BWP2,000 capped at P10,000
Chairman of the Board
(Download full notice with the FORM of PROXY and ELECTRONIC PARTICIPATION FORM):
Letshego Holdings Notice of EGM – 2022
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