NOTICE IS HEREBY GIVEN THAT THE 19TH ANNUAL GENERAL MEETING OF THE SHAREHOLDERS OF TELEKOM NETWORKS MALAWI LIMITED WILL BE HELD AT MOUNT SOCHE HOTEL, NJAMBA ROOM, BLANTYRE ON WEDNESDAY, 11TH JUNE, 2014 AT 14:00HRS AT WHICH THE FOLLOWING ORDINARY BUSINESS SHALL BE TRANSACTED:
1. AS ORDINARY BUSINESS:
To approve the minutes of the 18th Annual General Meeting held on Thursday 6th June 2013.
2. FINANCIAL STATEMENTS
To receive and consider for adoption the report of the Directors, the report of the Auditors and the Annual Financial Statements for the year ended 31st December, 2013.
To declare a final dividend of MK 502 million (MK 0.05 per share) for the period ended 31st December 2013 as recommended by the Directors which together with interim dividends already declared and paid will bring the total dividend for the year to MK 1,104 million.
The share register will be closed from 23rd June 2014 to 25th June 2014 both dates inclusive and no transfers shall be registered during that time.
Members whose names shall appear in the register as at close of business on 20th June 2014 will be eligible for this dividend payable on 4th July 2014.
4. APPOINTMENT OF AUDITORS
To re-appoint Deloitte, Certified Public Accountants, as Auditors, for the ensuing year and to authorize the Directors to determine their remuneration.
5. DIRECTORS’ RE-ELECTION AND APPOINTMENTS
5.1 To re-elect the following Directors who retire in terms of the Articles of Association, by rotation but are eligible for re-election.
5.1.1 Mr Pius Mulipa
5.1.2 Mr John O’Neill
5.2 To confirm the appointment of Mrs Rosemary Chitera who was co-opted during the year to fill a casual vacancy.
Mrs Rosemary Chitera
Fellow Chartered Certified Accountant (FCCA), Certified Public Accountant (CPA-M)
Bachelor of Accountancy Degree from the Universtiy of Malawi
Mrs Rosemary Chitera is a Fellow Chartered Certified Accountant (FCCA), Certified Public Accountant (CPA-M) and holds a Bachelor of Accountancy Degree from the University of Malawi. She has comprehensive experience in Finance and Audit. She joined Press Corporation in 2002 as Group Financial Accountant having worked as Financial Controller / Company Secretary for Macsteel Malawi Limited and Audit Assistant at Deloitte. She is a member of the ICAM Accounting and Auditing Standards Committee.
6. DIRECTORS’ REMUNERATION
6.1 To approve the remuneration of the Chairman and non Executive Directors with effect from 1st June 2014 as follows:
6.1.1 Annual Retainer Fee
Chairman of Board of Directors: MK 2,700,000 per annum (2013: MK2, 250,000 per annum)
Chairman of Board Committees: MK 2,200,000 per annum (2013: MK1 , 800,000 per annum)
Other Non-Executive Directors: MK 1,800,000 per annum (2013: MK 1, 500,000 per annum)
6.1.2 Meeting Attendance Fee
Chairman of the Board of Directors: MK 180,000 per meeting (2013: MK150, 000 per meeting)
Chairman of the Board Committees: MK 150,000 per meeting (2013: MK120, 000 per meeting)
Other Non-Executive Directors: MK 120,000 per meeting (2013: MK 100,000 per meeting)
7. Other Business
To transact such other business as may be transacted at an Annual General Meeting of members of which prior notice should have been given to the Company Secretary not less than 21 days before the date of the Annual General Meeting.
A member entitled to attend and vote at the meeting is entitled to appoint a proxy to attend, speak and vote in his/her stead. The proxy need not be a member of the Company. Proxy forms should be forwarded to reach the Company’s registered office or the Transfer Secretaries, not later than forty eight (48) hours before the time of holding the meeting and in default the instrument of proxy shall not be treated as valid.
DATED: 22ND APRIL 2014
BY ORDER OF THE BOARD
Telekom Networks Malawi Limited
Fifth Floor, Livingstone Towers
Glyn Jones Road
P O Box 3039