Notice is hereby given that the 45th Annual General Meeting of the members of Powerspeed Electrical Limited will be held in the Powerspeed Boardroom, Gate 1, Powerspeed Complex, Corner Cripps Road and Kelvin Road North, Graniteside, Harare, at 11am, on Thursday 23 February 2023 to consider the following business:
1. ORDINARY BUSINESS
1.1 To receive, and consider the audited financial statements of the Group, the reports of the directors and of the auditors for the year ended 30 September 2022.
1.2 To approve non-executive directors’ emoluments of $31 260 000 for the year ended 30 September 2022, and to fix their remuneration for the ensuing year.
1.3 In terms of the Articles of Association, Messrs. M. S. Gurira and C. C. M. Tambo will retire at the forthcoming Annual General Meeting and being eligible, they offer themselves for re-election. Having been appointed during the year, Mr. B Henderson retires but being eligible, he offers himself for re-election.
1.4 To approve the auditor’s fees for the previous year and the appointment of Grant Thornton Chartered Accountants (Zimbabwe) as auditors for the ensuing year.
1.5 To confirm the dividend of ZWL 1.64 per share declared on 30 November 2022.
1.6 Placing of unissued shares under the control of the Directors
“To authorise the placement of the Company’s unissued ordinary shares under the control of Directors, until the next Annual General Meeting. These are to be issued subject to the requirements of the Company’s Memorandum and Articles of Association and in terms of the requirements of the Companies And Other Business Entities Act (Chapter 24:31).”
2. SPECIAL BUSINESS
2.1 Extension of the share buy back scheme
To approve with or without amendments, that the Company authorises in advance, in terms of Section 128 of the Companies And Other Business Entities Act (Chapter 24:31) and Article 52 of the Company’s Articles of Association the purchase of Company’s own ordinary shares for cancellation which:
- in aggregate in any one financial year, shall not exceed 10% (ten percent) of the Company’s issued ordinary share capital, subject to the availability of sufficient revenue reserves to undertake the transfer to a Capital Redemption Reserve Fund as required by the Companies And Other Business Entities Act (Chapter 24:31).
- value of such purchased ordinary shares shall not exceed the net asset value of the Company.
- the maximum and minimum prices, respectively at which such ordinary shares may be purchased will not be more than 10% above and 10% below the weighted average of market price at which such ordinary shares are traded on the Over The Counter Market, as determined over five business days immediately preceding the date of purchase of such ordinary shares by the Company.
2.2 That the Company be authorised to pay the transaction costs for shareholders who, in terms of the share buyback scheme, hold less than 1 000 shares.
It will be recorded that in terms of the Companies And Other Business Entities Act (Chapter 24:31), it is the intention of the Directors of the company to utilize this authority at a future date provided the cash resources of the company are in excess of its requirements and the transaction is considered to be in the best interest of shareholders generally. In considering cash availability, the Directors will take account of inter alia, the long term cash need of the company, and will ensure the company will remain solvent after the re-purchase.
3. ANY OTHER BUSINESS
To transact such other business as may be transacted at an annual general meeting. Members are advised that a full set of the company’s audited financial results is obtainable from the Company’s website: www.powerspeed.co.zw
A Member entitled to attend the meeting may appoint one or more proxies to attend, speak and vote in his/her stead. A proxy need not be a member of the Company. All proxies must be lodged at the company’s registered office not less than forty-eight hours before the meeting. Proxy forms are available at the registered office and will be distributed together with the financial statements.
|By Order of the Board
|M S Gurira
||Corner Cripps Road and Kelvin Road North, Graniteside
|1 February 2023
||P O Box 942, Harare
Meeting will be strictly for shareholders
Powerspeed Electrical Limited 2022 Annual Report.pdf
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