Notice is hereby given that the 19th Annual General Meeting of Members of NMBZ Holdings Limited will be held at the Registered Office of the Company at 4th Floor, Unity Court, Corner 1st Street/ Kwame Nkrumah Avenue, Harare on Monday 22 September 2014 at 1000 hours for the following purposes:
- To receive and adopt the Financial Statements for the year ended 31 December 2013, together with the reports of the Directors and Auditors thereon.
- To appoint/re-appoint Directors.
a. In accordance with the Articles of Association, Mr. T. N. Mundawarara and Dr. J. T. Makoni retire by rotation. Being eligible, Mr. T. N. Mundawarara and Dr. J. T. Makoni offer themselves for re-election.
b. Mr. B. Zwinkels, Ms. M. Svova, Mr. B. Chikwanha, Mr. C. Ndiaye and Mr. R. Keighley were appointed as directors during the year and in accordance with the Articles of Association retire from office. They being eligible the retiring directors offer themselves for election.
- To approve directors’ fees for the year ended 31 December 2013.
- To appoint KPMG as the Company’s Auditors for the year ending 31 December 2014.
- To approve Messrs KPMG’s remuneration for the year ended 31 December 2013.
- That the Board is hereby authorised to amend the Articles of Association of the Company by the insertion in Article 2, after the definition of “Secretary”, of the following definition –
“Securities Act” means the Securities and Exchange Act of Zimbabwe [Chapter 24:25]; and
- That the Board is hereby authorised to amend the Articles of Association of the Company by the insertion after Article 16.4 of the following Article –
“16.5 Notwithstanding the preceding provisions of this Article, the Directors shall be empowered to resolve that the company shall issue shares in dematerialised form, and convert certificated shares to dematerialised shares, all as envisaged by the Securities and Exchange Act: provided that no certificated share shall be converted to a dematerialised share without the consent of the current holder thereof.”
- That the Board is hereby authorised to amend the Articles of Association of the Company by the addition of the following Article 128.2 (a) after Article 128.2:
“Electronic copies of the Directors’ Report, Statements of Financial Position, Comprehensive Income, Changes in Equity and Cash Flow and all other documents required to be annexed thereto, publicised on the Company’s website and delivered by electronic means to every member shall be deemed to be sufficient delivery to members. Provided that should a member request a hard copy of the Directors’ Report, Statements of Financial Position, Comprehensive Income, Changes in Equity and Cash Flow and all other documents required to be annexed thereto from the Company; the documents shall be provided to the member in hard copy format. ”
- That the Board is hereby authorized to amend the Articles of Association of the Company by the deletion of the words “Balance Sheet, Profit and Loss Account” wherever they appear and substitution thereof with the words “Statement of Financial Position and Statement of Comprehensive Income” respectively in accordance with International Accounting Standard (IAS 1).
- To consider, and if deemed fit, to pass, with or without modification, the resolution set out below:
a. “That the Company, being duly authorised thereto by Article 10 of its Articles of Association, may undertake general repurchases by way of open market transactions on the Zimbabwe Stock Exchange (“ZSE”) of any of its own ordinary shares in such manner or on such terms as the directors may from time to time determine provided that:
b. the maximum number of shares authorized to be acquired is no more than 10% of the Company’s ordinary issued share capital.
c. for each share, the minimum price shall not be lower than the nominal value of the Company’s shares and the maximum price that may be paid is 5% above the weighted average market price for the ordinary shares in the Company as derived from the Zimbabwe Stock Exchange (ZSE) Daily Price Sheet for the five business days immediately preceding the date on which such ordinary shares are contracted to be purchased.
d. the authority in terms of this special resolution shall unless renewed prior to such time, expire on the first anniversary of this resolution or at the conclusion of the next Annual General Meeting of the Company, whichever is later, save that the Company, may before such expiry, enter into a contract or contracts to purchase its ordinary shares
which would or might be completed wholly or partly after the expiry and may purchase its ordinary shares in pursuance of such contract or contracts.’’
- A member of the company entitled to attend and vote at this meeting is entitled to appoint a proxy to attend, speak and on a poll, vote in his stead. A proxy need not be a member of the company. Proxy forms should be forwarded to the Registered Office of the company at least 48 hours before the commencement of the meeting.
- A Special Resolution is required to be passed by a majority of seventy five per cent of those present and voting (including proxy votes), representing not less than twenty five per cent of the total number of votes in the Company.
- In terms of special resolution 1, the directors are seeking authority to allow the use of the Company’s available cash resources to purchase its own shares in the market in terms of the Companies Act and the regulations of the ZSE. The directors will only exercise the authority if they believe that to do so would be in the best interests of shareholders generally. In exercising this authority, the directors will duly take into account following such repurchase for the next 12 months, the ability of the Company to pay its debts in the ordinary course of business, the maintenance of an excess of assets over liabilities, and for the Company and Group, the adequacy of ordinary capital and reserves as well as working capital.
By Order of the Board