TNM | Notice of the 18th Annual General Meeting

NOTICE IS HEREBY GIVEN THAT the 18th Annual General Meeting of the Shareholders of Telekom Networks Malawi Limited will be held at Mount Soche Hotel, Njamba Room, Blantyre on Thursday, 6th day of June, 2013 at 15:00hrs at which the following ordinary business shall be transacted:

AS ORDINARY BUSINESS:

1. To approve the minutes of the 17th Annual General Meeting held on Tuesday 5th June 2012.
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, 2012.
3. DIVIDEND
   To declare a final dividend of MK 301.2 million (MK 0.03 per share) for the period ended 31st December 2012 as recommended by the Directors which together with interim dividends already declared and paid will bring the total dividend for the year to MK 702.8 million.
   The share register will be closed from 24th June 2013 to 26th June 2013 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 21st June 2013 will be eligible for this dividend payable on 5th July 2013.
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 Dr. Harry Gombachika
   5.1.2 Mr. Damien Kafoteka

   5.2 To confirm the appointment of Mr. Edward Namboya who was co-opted during the year to fill a casual vacancy.

   Mr. Edward Namboya
   Fellow Association of Certified Chartered Accountants (FCCA)

   Member Society of Accountants in Malawi (SOCAM)

   Certified Public Accountant (CPA (Mw))

   Bachelor of Accountancy Degree University of Malawi, The Polytechnic 1995-1999

   Mr. Edward Namboya is the currently the Chief Financial Officer at Malawi Telecommunications Limited and has been in this position since 1st July 2012. He has also worked for Press Corporation Limited for two years as Group Financial Accountant as well as for Deloitte where he worked for ten and half years and left as Senior Audit and Assurance Manager.

6. DIRECTORS’ REMUNERATION

   To approve the remuneration of the Chairman and non Executive Directors with effect from 1st July 2013 as follows:

   6.1 Annual Retainer Fee
   Chairman of the Board of Directors: MK 2,250,000.00 per annum (2012: MK 1,000,000.00 per annum)
   Chairman of Board Committees: MK 1,800,000.00 per annum (2012: MK 800,000.00 per annum)
   Other Directors: MK 1,500,000.00 per annum (2012: MK 800,000.00 per annum).

   6.2 Meeting Attendance Fee
   Chairman of the Board of Directors: MK 150,000.00 per sitting (2012: MK 60,000.00 per sitting)
   Chairman of Board Committees: MK 120,000.00 per sitting (2012: MK 60,000.00 per sitting)
   Other Directors: MK 100,000.00 per sitting (2012: MK 60,000.00 per sitting).

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: 6th May 2013.
BY ORDER OF THE BOARD

CHRISTINA MWANSA
COMPANY SECRETARY
Registered Office
Telekom Networks Malawi Limited
Fifth floor, Livingstone Towers
Glyn Jones Road
P.O Box 3039
Blantyre
Malawi