Seed Co International Limited (SCIL.bw) Proposed Share Buy-Back Circular
NOTICE IS HEREBY GIVEN THAT the Special Business below will be tabled during the Annual General Meeting of members of Seed Co International Limited (“the Company”) that will be held on 25 August 2021, at 0900 hours. Members will be asked to consider, and if deemed fit, to pass with or without modification, the resolution set out below:-
SPECIAL BUSINESS RESOLUTION:
“That, subject to the Company’s compliance with all rules, regulations, orders and guidelines made pursuant to the Botswana Companies Act, Cap 42:01 as amended from time to time, the provisions of the Company’s Constitution and the Equity Listing Requirements of the Botswana Stock Exchange (“BSE”) and the Victoria Falls Stock Exchange (“VFEX”), the Company be and is hereby authorised to the fullest extent permitted by law, to buy-back at any time such amount of ordinary shares of no par value in the Company as may be determined by the Directors of the Company from time to time through the BSE and the VFEX, upon the terms and conditions that may be deemed fit and expedient in the interest of the Company (“Proposed Share Buy-back”) provided that:
the maximum number of shares in aggregate which may be purchased by the Company at any point of time pursuant to the Proposed Share Buy-Back, shall not exceed ten per cent (10%) of the total stated share capital of the Company for the time being quoted on the BSE and the VFEX; and
the maximum amount of funds to be allocated by the Company pursuant to the Proposed Share Buy-Back shall not exceed the sum of retained earnings of the Company based on its latest financial statements available up to date of a transaction pursuant to the Proposed Share Buy-Back.
That the share buy-back may not be made at a price greater than 10% above the weighted average of the market value for the securities for the 5 (five) business days immediately preceding the date on which the transaction is effected;
The shares purchased by the Company pursuant to the Proposed Share Buy-Back may be retained as Treasury Shares;
That such authority shall commence upon the passing of this resolution, until the conclusion of the next Annual General Meeting of the Company or the expiry of the period within which the next Annual General Meeting is required by law to be held (“the Expiry Date”), unless revoked or varied by ordinary resolution of the Shareholders of the Company in a general meeting, but so as not to prejudice the completion of a purchase made before the Expiry Date; and
That the Directors of the Company be and are hereby authorised to take all steps as are necessary or expedient to implement or give effect to the Proposed Share Buy-Back, with full powers to amend and/or assert to any conditions, modifications, variations or amendments (if any) as may be imposed by the relevant Governmental/Regulatory Authorities from time to time and with full power to do all such acts and things thereafter in accordance with the Botswana Companies Act, Cap 42:01 as amended from time to time, the provisions of the Company’s Constitution and the requirements of the BSE and VFEX Equity Listing Requirements and all other relevant Governmental/Regulatory Authorities.”
A form of proxy is attached hereto, for use by such shareholder of the Company who is unable to attend the AGM but who wishes to be represented thereat. A proxy need not be a member of the Company. Completion of a form of proxy will not preclude such shareholder of the Company from attending and voting (in preference to the appointed proxy) at the AGM.
The instrument appointing a proxy and the authority (if any) under which it is signed must be received by the Company’s transfer secretaries or at the Company’s Registered Offices (Attention the Company Secretary) no later than 48 (Forty-eight hours) before the time appointed for the holding of the AGM.
Unless otherwise instructed, the proxy will vote as he/she thinks fit.
BY ORDER OF THE BOARD
11 August 2021
Eric M. Kalaote (Mr.) Company Secretary
Seed Co International Limited
Plot 70713, Unit 1, Phakalane,
P.O. Box 47143, Gaborone, Botswana