Zambeef Plc | Notice of Annual General Meeting and Agenda

November 29th, 2012

Notice is hereby given that the 18th Annual General Meeting of Zambeef Products PLC will take place at the Taj Pamodzi Hotel, along Addis Ababa Drive, Lusaka, on Friday, 21 December 2012 at 09:00 hours.

  1. To read the Notice of the Meeting and confirm that a quorum is present.
  2. To read and confirm the minutes of the 17th Annual General Meeting held on 22 December 2011.
  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 30 September 2012. (Resolution 1).
  5. To appoint external Auditors for 2012/13 and to authorise the Directors to fix their remuneration. (Resolution 2).
  6. In terms of the Companies Act, Lawrence Sikutwa and Adam Fleming retire but are eligible to offer themselves for re-election. (Resolution 3).
  7. To approve by special resolution the creation of the Zambeef Long Term Incentive Plan (the “Plan”) which is detailed at Appendix 1 (and forms part of this special resolution) and the application to that Plan of the 5,000,000 ordinary shares that have already been previously authorised by the shareholders for allotment to the employees at the Company’s annual general meetings on 23 December 2008, 25 January 2011 and 22 December 2011. (Special Resolution 1).
  8. To approve by special resolution the allocation of 2,000,000 new ordinary shares to be applied and allocated to employees in accordance with the Zambeef Long Term Incentive Plan. (Special Resolution 2).
  9. To authorise the Board of Directors to issue new shares for any acquisition or transaction up to a maximum of 10 per cent. of the issued share capital of the Company without shareholder approval. (Special Resolution 3).
  10. 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).
  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.