Letshego Holdings Limited

Letshego Holdings | Notice of Annual General Meeting

By Published On: June 2nd, 2022Categories: AGM, Corporate announcement

Notice is hereby given that the 23rd Annual General Meeting of the Shareholders of Letshego Holdings Limited (“the Company”) will be held via Conference Call on Thursday 23 June 2022 at 14h30 GMT+2 (Botswana Time).

The meeting will only be accessible through electronic participation due to impact of the COVID-19 pandemic, resultant health distancing requirements and the restrictions placed on public gatherings. The meeting will be convened for the following purposes:

ORDINARY BUSINESS

ORDINARY RESOLUTIONS

To consider and pass the following ordinary resolutions:

  1. Resolution 1
    To receive, consider and adopt the annual financial statements for the financial year ended 31 December 2021 together with the Directors and Independent External Auditors’ reports thereon.
  2. Resolution 2
    To ratify the dividends declared and paid during the period being an interim dividend of 7.3 thebe per share paid to Shareholders on or around 12 August 2021 and a final dividend of 9.7 thebe per share paid to Shareholders on or around 31 May 2022.
  3. Resolution 3
    To re-elect (by way of separate vote) the following Directors of the company, who retire in terms of Article 19.9 of the Constitution and, being eligible, offer themselves for re-election:

    3.1. Enos Banda, who is an Independent Non-Executive Director and Chairman of the Company;

    3.2. Philip Odera, who is an Independent Non-Executive Director of the Company;

    3.3. Abiodun Odubola, who is an Independent Non-Executive Director of the Company.

  4. Resolution 4
    To note the retirement of Stephen Price as an Independent Non-Executive Director from the Board of the Company in terms Article 19.9 of the Constitution.
  5. Resolution 5
    To confirm the resignation of Runa Alam, as an Independent Non-Executive Director, from the Board of the Company with effect from 23 March 2022 in terms of Article 19.7(d) of the Constitution.
  6. Resolution 6
    To confirm the appointment of Rose Mwaura who was appointed to fill a casual vacancy on the 2nd December 2021 in accordance with Article 19.4 of the Constitution, as an Independent Non-Executive Director of the Company.
  7. Resolution 7
    To consider the removal of the following Directors of the Company from the Board (by way of separate vote) in accordance with Article 19.3 of the Constitution:

    7.1. Enos Banda, who is an Independent Non-Executive Director and Chairman of the Company;

    7.2. Dr Gloria Somelekae, who is an Independent Non-Executive Director of the Company;

    7.3. Hannington Karuhanga, who is an Independent Non-Executive Director of the Company.

    NB: This resolution has been proposed, for discussion and resolution at the annual general meeting, by Allan Gray Botswana (Proprietary) Limited on behalf of shareholders of the Company who collectively hold 25,726,451 (1.2%) of the shares in the Company in terms of Article 17 of the Constitution and section 9 (1) of the Second Schedule of the Companies Act.

  8. Resolution 8
    To consider the appointment of the following nominated persons as new directors (by way of separate vote) in accordance with Article 19.4 of the Constitution:

    8.1. Ketlhalefile Motshegwa, as an Independent Non-Executive Director of the Company (nominated by Botswana Public Officers Pension Fund nominees who collectively hold 664,801,321 (30.9%) of the shares in the Company).

    8.2. Christopher Mokgware, as an Independent Non-Executive Director of the Company (nominated by Botswana Public Officers Pension Fund nominees who collectively hold 664,801,321 (30.9%) of the shares in the Company).

    8.3. Professor Emmanuel Botlhale, as an Independent Non-Executive Director of the Company (nominated by Botswana Public Officers Pension Fund nominees who collectively hold 664,801,321 (30.9%) of the shares in the Company).

    8.4. Busisa Moyo, as an Independent Non-Executive Director of the Company (nominated by Hitesh Natwarlal Anadkat who holds 63,053,394 (2.9%) of the shares in the Company).

    8.5. Jayaraman Ramesh, as an Independent Non-Executive Director of the Company (nominated by Hitesh Natwarlal Anadkat who holds 63,053,394 (2.9%) of the shares in the Company).

    8.6. Wilfred Mpai, as an Independent Non-Executive Director of the Company (nominated by Allan Gray on behalf of shareholders of the Company who collectively hold 25,726,451 (1.2%) of the shares in the Company);

    8.7. Maleho Mothibatsela, as an Independent Non-Executive Director of the Company (nominated by Allan Gray on behalf of shareholders of the Company who collectively hold 25,726,451 (1.2%) of the shares in the Company);

    8.8. Oteng Sebonego, as an Independent Non-Executive Director of the Company (nominated by Allan Gray on behalf of shareholders of the Company who collectively hold 25,726,451 (1.2%) of the shares in the Company);

    8.9. Boitumelo Molefe, as an Independent Non-Executive Director of the Company (nominated by Allan Gray on behalf of shareholders of the Company who collectively hold 25,726,451 (1.2%) of the shares in the Company).

    NB: The above persons have been nominated for appointment on the board by various shareholders of the company by way of resolutions proposed in terms of Article 17 of the Constitution and section 9 (1) of the Second Schedule of the Companies Act. The profiles of these nominees can viewed in the annexure to this notice.

  9. Resolution 9
    9.1. To approve the remuneration of the Directors for the financial year ending 31 December 2021 as disclosed in Notes 25 and 26 to the Annual Financial Statements in the Annual Report. The Board attendance and remuneration for each Director is disclosed in the Corporate Governance section of the Annual Report.

    9.2. To approve the remuneration structure of the Directors for the financial year ending 31 December 2022. The board fees and the retainer structure is set out in the Corporate Governance section of the Annual Report.

  10. Resolution 10
    To ratify the remuneration of the Independent External Auditors for the financial year ending 31 December 2021 as disclosed in Note 26 to the Annual Financial Statements in the Annual Report.
  11. Resolution 11
    11.1. To ratify and confirm the appointment of Ernst and Young, as external auditors for the ensuing year;

    11.2. To approve the remuneration of the Auditors for the next financial year ending 31 December 2022 estimated at P7, 000,000.

PROXIES

A Shareholder entitled to attend and vote is entitled to appoint a proxy to attend, speak and vote in his/her stead. The person so appointed need not be a shareholder. Proxy forms should be deposited at 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

L Rathedi
Interim Company Secretary

31 May 2022


Download Full Notice

Letshego Holdings Notice of Annual General Meeting – 2022.pdf