Notice is hereby given that the Twentieth Annual General Meeting of the members of Econet Wireless Zimbabwe Limited will be held in the staff canteen, at the registered office of the Company at Econet Park, 2 Old Mutare Road, Msasa, and Harare, Zimbabwe on 29 November 2018 at 9.00 am for the following purposes:
Ordinary Business
To consider and adopt the following resolutions:
1. Financial Statements
To receive and adopt the financial statements for the year ended 28 February 2018 together with the reports of the directors and auditors thereon.
2. Election of Directors
To re-elect Dr J Myers, Mrs T Mpofu and Mr R Chimanikire as directors of the Company.
2.1 In accordance with Article 81 of the Company’s Articles of Association they retire by rotation at the Company’s Annual General Meeting and, being eligible, offer themselves for re-election. Each director shall be separately elected.
3. Directors’ Remuneration
To approve the fees paid to the directors for the year ended 28 February 2018.
4. Auditors
4.1 To approve the auditors’ remuneration for the previous year.
4.2 To consider the re-appointment of Deloitte & Touche as auditors of the Company until the next Annual General Meeting.
5. Renewal of authority to place unissued shares under the control of the Directors
Placement of unissued shares under the control of the Directors: “That the authorised but unissued shares of the Company be and are hereby placed under the control of the Directors who may issue them as they deem fit, subject to the memorandum and Articles of the Company and subject to the Listing Rules of the Zimbabwe Stock Exchange”.
6. Special Business
To consider, and if thought fit, to adopt, with or without amendment, the following resolution:
6.1 Renewal of Share buyback authority
As an ordinary Resolution: “That the Company, as duly authorized by Article 10 of its Articles of Association, may undertake the purchase of its own ordinary shares in such manner or on such terms as the directors may from time to time determine, provided that the repurchases are not made at a price greater than 5% above the weighted average of the market value for the securities for the five business days immediately preceding the date of the repurchase and also provided that the maximum number of shares authorized to be acquired shall not exceed 20% (twenty percent) of the Company’s issued ordinary share capital.
That this authority shall expire at the next Annual General Meeting and shall not exceed beyond 15 months from the date of this resolution”.
After considering the effect of the maximum repurchase of the shares, the Directors are confident that:
a) The Company will be able to pay its debts for a period of 12 months after the date of the Annual General Meeting.
b) The assets of the Company will be in excess of liabilities.
c) The share capital and reserves of the Company are adequate for a period of 12 months after the date of the notice of the Annual General Meeting.
d) The Company will have adequate working capital for a period of 12 months after the date of the notice of the Annual General Meeting.
6.2 Amendment of article 128.2
Electronic copies of the Directors Report, Statements of Financial position, Comprehensive Income, changes in Equity and Cash Flow and all other documents required to be annexed thereto and publicized on the Company’s website shall be deemed to be sufficient delivery to members. Provided that should a member request a hard copy of the Directors Report, Statement of Financial Position, Comprehensive Income, Changes in Equity and Cash Flow and all other documents required to be annexed thereto from the Company, the documents shall be provided to the member in hard copy format.
By order of the Board
C.A. Banda
Group Company Secretary