Notice is hereby given that the 32nd Annual General Meeting of the shareholders of ZB Financial Holdings Limited will be held virtually via Zoom Communication application, on Friday 30 July 2021, commencing at 1030 hours to transact the following business:
ORDINARY BUSINESS
1. Financial Statements and Statutory Reports
To receive, consider, and adopt, if appropriate, the financial statements, and the reports of the Directors and Auditors for the year ended 31 December 2020.
2. Dividend
To confirm the final dividend of ZWL74.13 cents per Ordinary Share as recommended by the Board.
3. Directorate
i) In terms of Article 68 of the Company’s Articles of Association, Messrs Pamela Chiromo, Jacob Mutevedzi and Alexio Z Mangwiro, retire by rotation and being eligible for re-election. The election of the Directors will be done by separate resolution for each Director.
ii) To note the resignation of Messrs Sydney T Bvurere and Olatunde Akerele from the Board with effect from 3 May 2021 and Ronald Mutandagayi with effect from 31 May 2021.
4. Remuneration of Directors
To approve the remuneration of Directors for the past financial year.
NOTE; In terms of Section 3 of Practice Note 4 issued by the ZSE on the 17th of January 2020, the Director’s Remuneration Report shall be available for inspection by members at the registered office of the Company.
5. External Auditors
5.1 To approve the remuneration to KPMG Chartered Accountants (Zimbabwe), the Company’s Auditor for the past financial year’s audit, in terms of Article 112 of the Articles of the Company.
5.2 To appoint auditors for the ensuing year until the conclusion of the next Annual General Meeting. KPMG Chartered Accountants (Zimbabwe), the current auditors of the Company have indicated their willingness to continue as auditors of the Company.
6. SPECIAL BUSINESS
6.1 Adoption and Substitution of a New Memorandum and Articles of Association for the Company
To resolve as a special resolution, the adoption and substitution of anew Memorandum and Articles of Association for the Company compliant with the requirements of the new Companies and Other Business Entities Act (Chapter 24:31) and the new ZSE Listing Requirements (Statutory Instrument S.I 134/2019).
(NOTE: The draft copy of the new Memorandum and Articles of Association shall be available for inspection by members at the registered office of the Company
7. Any Other Business
To transact any other business as may be transacted at an Annual General Meeting.
Notes
i. Appointment of Proxy
In terms of the Companies and Other Businesses Entities (Chapter 24;31), a member entitled to attend and vote at a meeting is entitled to appoint a proxy to attend and vote and speak in his/her stead.
The proxy form must be delivered at the registered office of the Company not less than 48 hours before the meeting is scheduled ‘o commence.A proxy need not be a member of the Company.
ii. General Information
a) The minutes of the last Annual General Meeting held on 30 July 2020 are available for inspection at the Company’s registered office.
b) Electronic copies of the Company’s 2020 Annual Report comprising of the Directors Report, the Independent Auditor’s Report and the consolidated and Company’s financial statements for the year ended 31 December 2020, can be accessed on the Company’s website a . Copies have been emailed to shareholders whose e-mail addresses are on record.
c) Physical attendance at the meeting may be difficult for some members due to the need to observe social distancing rules. The Company will therefore facilitate electronic participation at the meeting for any such affected members, subject to that any voting for such member must be in the form of a duly executed form of proxy to be received by the company in the manner prescribed under the “Appointment of Proxy” above.
Members requiring log on credentials or any other assistance with regards to electronic participation should contact ZB Transfer Secretaries on 08677002001 or 0242 2934 585. In the alternative, e-mails can be sent to Robert Mutakwa (rmutakwa@zb.co.zw) or Samuel Chatitima (schatitima@zb.co.zw) or transfersecretaries@zb.co.zw.
By order of the Board
T. F. A. MASIIWA
Group Company Secretary
7 July 2021
First Floor, 21 Natal Road
Avondale, HARARE
