Edgars: Notice of 61st Annual General Meeting

Notice is hereby given that the 61st Annual General Meeting of members will be held at the Edgars Auditorium, 1st Floor LAPF House, 8th Avenue/Jason Moyo Street, Bulawayo on 10 June 2010 at 09.00 hours for the following purposes: –

Ordinary Business

    1. To approve minutes of the Annual General Meeting held on 4 March 2009.

    2. To receive and adopt the annual financial statements and the reports of the directors and auditors for the financial year ended 09 January 2010.

    3. To appoint directors in accordance with the provisions of the company’s Articles of Association.

• Dr L L Tsumba and Mr S Ndlovu retire by rotation. Being eligible, they will offer themselves for re-election.
• Mr Mlotshwa, Group Managing Director from 1999, retired from service on 31 March 2010. He has accepted to stay on the Board as a non-executive director.

    4. To approve the remuneration of the directors.

    5. To appoint auditors for the ensuing year and to approve their remuneration for the past year.

    6. To consider, and if deemed fit, to pass with or without modification the following Special Resolutions.

Special Resolution No. 1

That the company hereby approves, as a general approval contemplated in sections 78 and 79 of the Companies Act Chapter 24:03, as amended (“the Act”), the acquisition by the company from time to time of issued ordinary shares in the company, upon such terms and conditions and in such amounts as the directors of the company may from time to time determine, but subject to the articles of association of the company, the provisions of the Act and the Listings Requirements of the Zimbabwe Stock Exchange (“ZSE”) as presently constituted and which may be amended from time to time, and:

•     any such acquisition of ordinary shares shall be implemented on the open market on the ZSE;
•     this general authority shall only be valid until the company’s next annual general meeting, provided that it shall not extend beyond 15 (fifteen) months from the date of passing of this special resolution;
•     a paid press announcement will be published as soon as the company has acquired ordinary shares constituting, on a cumulative basis, 3% (three percent) of the number of ordinary shares in issue prior tothe acquisition pursuant to which the 3% (three percent) threshold is reached, which announcement shall contain full details of such acquisitions;
•     acquisitions of ordinary shares in the aggregate in any one financial year may not exceed 10% (ten percent) of the company’s issued ordinary share capital from the date of the grant of this general authority;
•     in determining the price at which the company’s ordinary shares are acquired by the company in terms of this general authority, the maximum and minimum price at which such ordinary shares may be acquired will be 25% (twenty five percent) above or below the respective weighted average of the market price at which such ordinary shares are traded on the ZSE, as determined over the 5 (five) business days immediately preceding the date of repurchase of such ordinary shares by the company.

The reason for the special resolution is to grant the company a general authority in terms of the Act for the acquisition by the company of shares issued by it, which authority shall be valid until the earlier of the next annual general meeting of the company or the variation or revocation of such general authority by special resolutionby any subsequent general meeting of the company, provided that the general authority shall not extend beyond 15 (fifteen) months from the date of this annual general meeting. The passing and registration of this special resolution will have the effect of authorising the company to acquire shares issued by the company.

Although the ZSE Listing Requirements allow a company to repurchase up to 20% of its issued share capital in any one financial year, the directors are only seeking authority to repurchase up to 10% of issued share capital in this financial year, being 27 874 171 ordinary shares.

Statement by the board of directors of the company

Pursuant to and in terms of the Listing Requirements of the ZSE, the directors of the company state that:

 1.   the intention of the directors of the company is to utilise this authority at a future date provided that the cash resources of the company are in excess of its requirements. In this regard the directors will take account of, inter alia, an appropriate capitalisation structure for the company, the long-term cash needs of the company, and will ensure that any such utilisation is in the interest of shareholders;

 2.   following the maximum number of securities to be repurchased and the date on which such repurchase will take place, the directors of the company will ensure that:

•         the company and its subsidiaries will be able to pay their debts as they become due in the ordinary course of business for the next 12 (twelve) months;
•         the consolidated assets of the company and its subsidiaries, will be in excess of the consolidated liabilities of the company and its subsidiaries;
•         the issued share capital and reserves of the company and its subsidiaries will be adequate for the purposes of the business of the company and its subsidiaries for the next 12 (twelve) months; and
•         the working capital available to the company and its subsidiaries will be sufficient for the group’s requirements for the next 12 (twelve) months.

Special Resolution No. 2

The Employees Share Option Scheme 2007 be clarified and amended in terms of Clause 9 of the Scheme as follows:-

Clause 2.1 The definition of “Share” be amended by its deletion and substitution of “an ordinary share having such nominal value as is then current”;

1.2 By the addition at the end of Clause 6.1 of:-

Clause 6.1.1 “The directors shall be entitled to fix the price in any currency then being legally used in Zimbabwe, such power having retrospective effect to the 1st of February 2009. The Directors shall also be entitled to amend the price of those options previously granted, where the price was fixed in Zimbabwe dollars, to such currency then being legally used in Zimbabwe, so that the amended price in the currency used, fairly replaces the Zimbabwe dollar price. Any dispute in this regard shall be resolved in terms of Clause 8”.

Special Resolution No. 3

That as the scheme, discussed in Resolution No. 2, reached the end of its life on 31 March 2010, the shareholders hereby approve the new Employees Share Option Scheme 2010 [“the 2010 scheme”]. The document giving effect to the 2010 scheme is attached. For purposes of identification, the scheme document will be initiated by the Chairman at this meeting.

The directors be and are hereby authorised to do everything which they, in their opinion, consider necessary for the establishment of the scheme and for carrying it into effect.

Special Resolution No. 4

That the authorised share capital of the company be re-denominated from 400 000 000 ordinary shares of Z$0,00 to 400 000 000 ordinary shares of US$0,0001 each and that the Directors transfer US$27 874 from capital reserves to fund the re-denomination.

A member entitled to attend and vote at the meeting may appoint one or more proxies to attend and vote on his behalf. Such proxy need not be a member of the company. The instrument appointing a proxy shall be deposited at the registered office of the company at least 48 hours before the meeting.

By order of the Board

3 March 2010

Group Secretary