NOTICE IS HEREBY GIVEN THAT THE 24TH ANNUAL GENERAL MEETING OF THE SHAREHOLDERS OF TELEKOM NETWORKS MALAWI PLC WILL BE HELD AT AMARYLLIS HOTEL, 2 LAWS ROAD, 1ST FLOOR, IRIS ROOM, BLANTYRE, THURSDAY, ON THE 4TH DAY OF JULY, 2019 AT 14:00HRS AT WHICH THE FOLLOWING BUSINESS SHALL BE TRANSACTED:
AS ORDINARY BUSINESS
1. To approve the minutes of the 23rd Annual General Meeting held on Thursday 14th June 2018.
2. FINANCIAL STATEMENTS
To receive and consider for adoption the audited Financial Statements of the Company for the year ended 31st December 2018, together with the report of the Directors and Auditors thereon.
To declare the Final Dividend of MK 2,510 Million representing 25 Tambala per share making a total of MK 7,530 Million in respect of the financial year ended 31st December 2018 representing 75 Tambala per share having already paid a first interim dividend of MK 2,510 Million in September 2018 and a second interim dividend of MK 2,510 Million in January 2019.
The Dividend will be payable on 26th July 2019 to those shareholders registered in the books of the company as at the close of business on 12th July 2019.
The share register will be closed from 15th July 2019 to 17th July 2019 both dates inclusive and no transfers shall be registered during that time.
4. APPOINTMENT OF AUDITORS
To re-appoint Deloitte, Certified Public Accountants, as Auditors of the Company for the ensuing year and to authorize the Directors to fix their remuneration.
5. DIRECTORS’ APPOINTMENTS AND RE-ELECTION
5.1. To re-elect the following Directors who retire in terms of the Articles of Association, by rotation but being eligible have offered themselves for re-election.
5.1.1 Dr. George Partridge
5.1.2 Mr, John O’Neill
6. NON EXECUTIVE DIRECTORS’ REMUNERATION
6.1 To fix the remuneration of the Chairman and Non-Executive Directors with effect from 1st July 2019 as follows:
6.1.1 Annual Retainer Fee
Chairman of Board of Directors: MK 8,400,000 per annum (2018: MK 7,605,000 per annum)
Chairman of Board Committees: MK 7,400,000 per annum (2018: MK 6,692,000 per annum)
Other Non-Executive Directors: MK 6,700,000 per annum (2018: MK 6,100,000 per annum)
6.1.2 Meeting Attendance Fee
Chairman of the Board of Directors: MK 700,000 per meeting (2018: MK 639,000 per meeting)
Chairman of the Board Committees: MK 640,000 per meeting (2018: MK 578,000 per meeting)
Other Non-Executive Directors: MK570, 000 per meeting (2018: MK518,000 per meeting)
7. EXECUTIVE DIRECTORS’ REMUNERATION
To authorize the Non-Executive Directors to determine the remuneration of the Executive Director for the year 2019.
8. 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.
Dated: 4th June 2019.
BY ORDER OF THE BOARD
Telekom Networks Malawi Plc,
Fifth Floor, Livingstone Towers,
Glyn Jones Road,
P.O Box 3039,
A member entitled to attend and vote at the meeting is entitled to appoint a proxy (or more than one proxy) to attend, speak and vote in his/her stead. The proxy need not be a member of the company.
The instrument appointing a proxy and the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power of attorney or authority shall be deposited at the Company Secretary’s office not later than forty-eight (48) hours before the time appointed for holding the meeting and in default the instrument of proxy shall not be treated as valid.