In terms of the Company’s Memorandum and Articles of Association, notice is hereby given that an Extraordinary General Meeting of shareholders of Econet Wireless Zimbabwe Limited will be held at 10:00am on the 29th of November 2018 at 2 Old Mutare Road, Msasa, Harare to consider, and, if deemed fit, to pass, with or without modification, the following resolutions:
AS A SPECIAL RESOLUTION – INCREASE IN AUTHORISED ORDINARY SHARE CAPITAL
“that subject to the approval of the Registrar of Companies the authorised share capital of the Company be increased from US$3,000,000 comprising 3,000,000,000 ordinary shares of a nominal value of US$0.001 each to US$4,200,000 comprising of 4,200,000,000 ordinary shares of a nominal value of US$0.001 each.”
AS A SPECIAL RESOLUTION – CONVERSION OF DEBENTURES TO EQUITY
“that subject to Regulatory Approval the directors are authorised to convert debentures into equity in terms of this resolution:
1. the 1,166,906,618 debentures in issue be and are hereby converted into ordinary shares at the same discount at which shares were issued pursuant to the rights offer, on the basis of ninety three point three (93.3) new ordinary shares for every one hundred (100) debentures held, to put the debenture holders in same position they would
have been in had the Company not compelled them to take debentures in the place of shares;
2. the Econet Wireless Zimbabwe Limited Debenture Trust Deed be and is hereby terminated in relation to those debenture holders who accept the offer of conversion; and
3. the Board of the Company be and is hereby authorized to apply for the listing and admission of the shares issued pursuant to the debenture conversion on the Zimbabwe Stock Exchange Limited.
AS AN ORDINARY RESOLUTION – DEMERGER AND SUBSEQUENT LISTING OF CASSAVA SMARTECH ZIMBABWE LIMITED (“CSZL”)
“that the scheme of reconstruction of the Company involving the following steps be and is hereby approved:
1. The establishment of a new Company to be called CSZL.
2. The issue and allotment on credit of 750,000,000 new CSZL shares (the initial issue shares), at par value, to the members of the Company pro rata to their shareholdings on the record date;
3. Further issue and allotment on credit of 200,000,000; 30,000,000 and 20,000,000 Cassava Smartech Zimbabwe Limited shares, at par value, to EWZL, to the new Employee Share Trust for the benefit of employees of the Group as at the record date and to the Founder Director respectively;
4. The transfer of 100% of the shares held by Econet Wireless Zimbabwe Limited in EcoCash (Pvt) Limited, Econet Life (Pvt) Ltd, Econet Insurance (Pvt) Ltd and Steward Bank Ltd for no consideration or for consideration equal to any allowable deductions for Capital Gains Tax purposes on such transfer and in accordance with the Scheme of
Reconstruction outlined in Part E of the circular and duly approved by the Board of the Company;
5. The creation by CSZL of a distributable reserve from its earnings received from its subsidiaries, and the capitalization of such a reserve through a bonus issue of 2,679,300,707 Ordinary Shares of a nominal value of US$0.001 per share to the members of CSZL pro rata to their shareholdings;
6. Declaration of a cash dividend to clear the members’ liabilities to the Company on the initial issue of shares; and
7. The Listing and Admission of all the issued shares of CSZL on the Zimbabwe Stock Exchange Limited separately from the Listing of the Econet Wireless Zimbabwe Limited shares.”
AS AN ORDINARY RESOLUTION -DIRECTORS’ AUTHORITY TO GIVE EFFECT TO THE ABOVE RESOLUTIONS
“That the Directors of the Company be and are hereby authorised to do any and all such things as may generally be required or necessary to give effect to the above Resolutions.”
By Order of the Board
Econet Wireless Zimbabwe Limited
C Banda
Group Company Secretary