Zambeef Plc | Notice of Extraordinary General Meeting

April 28th, 2011

Notice is hereby given that an Extraordinary General Meeting of the Shareholders of Zambeef will be held at the Taj Pamodzi Hotel, Cnr Church Road and Nasser Road, Lusaka at 10am on 19 May 2011, for the purpose of conducting the following business:

AGENDA

  1. TO READ THE NOTICE OF THE MEETING AND CONFIRM A QUORUM IS PRESENT
  2. TO PASS THE FOLLOWING RESOLUTIONS:
    1. ORDINARY RESOLUTION 1 – To approve the acquisition of Nampamba, Chambatata and Kampemba farms, together with related assets, from ETC Bio-Energy Limited for a consideration of $46 million in cash (the “Proposed Transaction”).
    2. ORDINARY RESOLUTION 2 – To approve (1) The registration with the securities and exchange commission of new ordinary shares to be issued to finance the proposed transaction, and further finance the upgrade of existing infrastructure and expansion of the irrigated area by an additional 2,000 Ha (the “New Ordinary Shares”), (2) the listing on the Lusaka Stock Exchange (“LUSE”) of the New Ordinary Shares ranking pari passu with the existing ordinary shares. The new ordinary shares will be issued to existing shareholders in proportion to their respective holdings of existing ordinary shares through a rights issue (the “Rights Issue”). Any new ordinary shares that are not subscribed for in the Rights Issue will be placed with existing and/or new investors on the Alternative Investment Market of the London Stock Exchange (“AIM”) via a private placement. The number of new ordinary shares to be registered and the price thereof will be contained in a Rights Issue Circular to be issued to the shareholders at a future date.
    3. ORDINARY RESOLUTION 3 – To approve (1) The dual listing of the company on LUSE and aim, (2) The placement of any renounced rights to the new ordinary shares on AIM, (3) The registration and admission to trading on AIM of the existing ordinary shares and the new ordinary shares.
    4. SPECIAL RESOLUTION 1 – To approve the adoption of new articles of association in substitution for the existing Articles of Association of the Company.

     

  3. TO RECORD THE RESIGNATION OF DIRECTORS HILARY DUCKWORTH AND RODNEY CLYDE ANDERSON.

A circular to Shareholders has been prepared in accordance with the LUSE listing rules and is being sent to existing Shareholders describing the corporate actions being proposed by the Board. The new Articles of Association of the Company will be included in this circular. The new Articles of Association are also available for inspection at the Company’s registered head office, located at Plot 4970, Manda Road, Industrial Area, P/B 17, Woodlands, Lusaka.

Danny Museteka

Company Secretary

Lusaka, 28 April 2011

Notes:

  1. A member of the Company is entitled to appoint one or more persons as his/her proxy to attend and vote and speak in his/her stead. A proxy need not be a member of the Company.

The Company’s Articles of Association provide that instruments of proxy must be deposited at the registered office of the Company, Plot 4970, Manda Road, Industrial Area, P/B 17, Woodlands, Lusaka, Republic of Zambia, not less than 48 hours before the time appointed for the holding of the meeting.