Zambeef Plc | Notice of Annual General Meeting

November 30th, 2013

Notice is hereby given that the 19th Annual General Meeting of Zambeef Products PLC will take place at the Taj Pamodzi Hotel, along Addis Ababa Drive, Lusaka, on Friday, December 20, 2013 at 09:00 hours.

AGENDA

  1. To read the Notice of the Meeting and confirm that a quorum is present.
  2. To read and confirm the minutes of the 18th Annual General Meeting held on December 21, 2012.
  3. Consider any matters arising from the minutes.
  4. To receive the report of the Directors, the Auditors report and the Financial Statements for the year ended September 30, 2013. (Resolution 1).
  5. To re-appoint Grant Thornton (Zambia) as Auditors for 2013/14 and to authorise the Directors to fix their remuneration. (Resolution 2).
  6. In terms of the Companies Act, Dr. Jacob Mwanza and Ms. Irene Muyenga retire but are eligible to offer themselves for re-election.(Resolution 3).
  7. To approve by special resolution the allocation of 2,500,000 new ordinary shares to be applied and allocated to employees in accordance with the Zambeef Long Term Incentive Plan. (Special Resolution 1).
  8. To authorise the Board of Directors to issue new shares up to a maximum of 10 per cent. of the issued share capital of the Company without shareholder approval. (Special Resolution 2).
  9. To approve the registration of all new ordinary shares issued with the Securities and Exchange Commission and to have these new issued ordinary shares listed on the Lusaka Stock Exchange ranking pari passu with existing issued ordinary shares. (Resolution 4).
  10. Members will consider the proposal to address the requirements to regularise the Company’s nominal share capital to conform with the changes necessitated by the rebasing of the Zambian currency on 01 January 2013, pass the proposed special and ordinary resolutions below and authorise any Director to do or cause to be done, all such things, and to issue and execute any documents as may be necessary or requisite so as to give effect to and implement the resolutions below relating to the alteration of share capital and capitalisation of retained earnings, on behalf of the Company:
    1. Special Resolution 3: Conversion of Share Capital to StockPass a special resolution that the entire issued and fully-paid up share capital of the Company of ZMW247,978.20. comprising 247,978,195 shares of par value ZMW0.001 each be converted into stock of ZMW247,978.20 comprising one (1) stock with a nominal value of ZMW247,978.20, held jointly both legally and beneficially by the shareholders of the company with issued and paid up shares in proportion to the holding of ordinary shares in the Company.
    2. Special Resolution 4: Reconversion of Stock into SharesPass a special resolution that the one (1) stock of ZMW247,978.20 be re-converted into 247,978,195 shares of par value ZMW0.01. By this re-conversion, the par value of the shares will increase to ZMW0.01 from 0.001. As a consequence, the issued and paid up share capital shall also increase from ZMW247,978.20 to ZMW2,479,781.95
    3. Ordinary Resolution 5: Capitalisation of retained earnings (Issued share capital)Pass an ordinary resolution authorising the board of directors of the Company to effect a capitalisation of retained earnings in order to capitalise the amount of ZMW2,231,803.75 so that it is used in paying up the amount of ZMW0.009 standing unpaid on each issued and paid up share after an increase of the par value from ZMW0.001 to ZMW0.01.
  11. To consider any competent business of which due notice has been given.

By order of the Board, Danny Museteka, Company Secretary

Note: A Member is entitled to appoint one or more proxies to attend, speak and vote in his or her stead. A proxy need not be a member of the Company. Proxies must be lodged at the registered office of the Company at least 48 hours before the time fixed for the meeting.