Notice is hereby given that the Sixty-Second Annual General Meeting of the shareholders of TSL Limited (‘the Company”) will be held virtually at https://eagm.creg.co.zw/eagmzim/Login.aspx on Wednesday, 15 July 2020 at 1200 hours for the purpose of transacting the following business:

SPECIAL BUSINESS
1. To approve the convening of an annual general meeting and any other meetings and remote voting of resolutions of shareholders through an electronic virtual platform as permissible under Section 170 (10) of the Companies and Other Business Entities Act [Chapter 24:31] in light of COVID 19 restrictions imposed by Statutory Instrument (“SI”) 76 of 2020.

2. Adoption and substitution of a new Memorandum and Articles of Association for the Company, compliant with the requirements of the Companies and Other Business Entity Act [Chapter 24:31] and the new Securities and Exchange (Zimbabwe Stock Exchange Listings Requirements) Rules, 2019 (Statutory Instrument 134 of 2019).

ORDINARY BUSINESS
3. Financial Statements and Statutory Reports
To receive, consider and adopt the Audited Financial Statements and Reports of the Directors and Auditors for the financial year ended 31 October 2019.

The full annual report will be available on the company website: www.tsl.co.zw

4. Dividend
To confirm the payment of an interim dividend of 0.80 ZWL cents per share in July 2019 and a second interim dividend of 7.28 ZWL cents per share in November 2019 giving a total dividend of 8.08 ZWL cents per share for the financial year ended 31 October 2019.

5. Directorate
5.1 To re-elect the following Director, Mr Morgan Nzwere, who retires by rotation in terms of the Articles of Association of the Company, and being eligible, offers himself for re-election:-

Mr Nzwere is a chartered accountant and Group Chief Executive Officer of b Seed Co Limited. He holds a Master’s in Business Leadership from the University of South Africa and has also attended the Strategy Master Academy at the University of Cape Town’s Business School. He attended the Advanced Management Programme 181 at Harvard Business School in Boston. Mr Nzwere has been involved in the seed industry since 1998 having joined the company as Chief Financial Officer. He has previously held senior corporate positions with entities in the Mining, Manufacturing, Retail, Banking and Real Estate industries. He sits on the Board of FBC Bank. He represents Old Mutual Life Assurance Company.

5.2 To re-elect the following Director, Mr Bekithemba Ndebele, who retires by rotation in terms of the Articles of Association of the Company, and being eligible, offers himself for re-election:-

Mr Ndebele is a chartered accountant and Group Chief Executive Officer of Truworths Limited. Mr Ndebele has more than 30 years manufacturing and industrial experience in textile and steel industries. He chairs the board of Imara Capital Zimbabwe and sits on several other boards. Mr Ndebele is an independent director.

5.3 To re-elect the following Director, Mr Edson Muvingi, who retires by rotation in terms of the Articles of Association of the Company, an being eligible, offers himself for re-election: –

Mr Muvingi has more than 21 years’ experience in the property sector specializing in development, projects and management. He is the holder of a MSc in Infrastructure Planning and Management, MBA and a BSc in Urban and Regional Planning. He is a member of the South African Council of Shopping Centres (SACSCs), REIZ, EAC (Zimbabwe and Namibia) and the Royal Institute of Chartered Surveyors (Arbitration and Commercial Mediation). Mr Muvingi is currently the Managing Director of Zimre Property Investments Limited and Chairman of the FLIMAS Board of Trustees. He represents Ramsway (Private) Limited.

5.4 To note the retirement of Mr Patrick Devenish who retired from the Board with effect from 30 May 2020;

5.5 To note the appointment of Mr Derek Nii-Odoi Odoteye as Group Chief Executive Officer of the Company with effect from 1 February 2020; and

5.6 To note the appointment of Mrs Patience Shiri as Group Chief Finance Officer of the Company, and as an Executive Director of the Board, with effect from 1 May 2020.

6. Directors Remuneration
To fix the budget for fees payable to Directors for the year ending 31 October 2020 and to confirm the actual amount paid for the year ended 31 October 2019.

(Note: In terms of Section 3 of Practice Note 4 issued by the Zimbabwe Stock Exchange (ZSE) on 17 January 2020, the TSL Limited Directors’ Remuneration Report shall be available