NOTICE IS HEREBY GIVEN that the nineteenth Annual General Meeting of First Mutual Properties Limited is to be held at First Mutual Office Park, 100 Borrowdale Road, Harare on 28 June 2022 at 9.30am for the purpose of transacting the business set out in this AGM Notice.
AGENDA
ORDINARY BUSINESS
- To receive, consider and adopt the Audited Financial Statements and Reports of the Directors and Auditors for the financial year ended 31 December 2021.
- To re-elect as an independent non-executive director Dr Arnold Chidakwa, who retires by rotation in terms of the Articles of Association of the Company, and being eligible, offers himself for re-election.Dr Chidakwa is a highly experienced professional with a broad understanding of business issues ranging from business development, economics, strategy design, corporate finance, financial management, business valuations, financial and econometric modelling. He has experience in both public and private sectors, having worked in key economic ministries in Zimbabwe, Advisory and Research services, Finance, Investment Management, Telecommunications, Export Credit Insurance, Hospitality, Tertiary Education and Mining Sectors. He is a member of the Institute of Chartered Management Accountants (“ACMA”) a Chartered Global Management Accountant (“CGMA”).
- To re-elect as an independent non-executive director, Dr Sasha Jogi, who retires by rotation in terms of the Articles of Association of the Company, and being eligible, offers himself for re-election.Dr Sasha Jogi recently retired as a director of Arup Zimbabwe (Private) Limited. He is well qualified and has extensive experience in Development Planning with particular reference to Environmental, Regional and Urban Planning in both the public and private sectors in Zimbabwe. He has also been involved in Strategic Planning both at a company and institutional level. As past President of the Zimbabwe Institute of Regional and Urban Planners he initiated the involvement of Professional Development Institutions in the preparation of a National Planning and Development Agenda as well as direct involvement in the delivery of housing in Harare. Dr Sasha Jogi is a member of several professional associations.
- To re-elect as a non- independent non-executive director, Mr Douglas Hoto, who retires by rotation in terms of the Articles of Association of the Company, and being eligible, offers himself for re-election.Mr Hoto is an accomplished business leader and Group Chief Executive Offcer of FMHL. He holds a Bachelor of Science Honours Degree in Mathematics (University of Zimbabwe) and is a qualifed Actuary. He has previously worked as Chief Executive Offcer for Altfn Holdings Limited. Mr Hoto has more than two decades of experience as an actuary and has worked in various roles in the insurance industry in Zimbabwe and the SADC region. He works closely with national development organizations and is the past chairman for Zimbabwe National Statistics Agency (ZIMSTATS). He serves on a number of boards and is a past chairman of Actuarial Society of Zimbabwe, former board member of the Insurance Pension Commission (“IPEC”) and a Trustee of the S. V. Muzenda Foundation.
- To approve the Directors’ remuneration for the financial year ended 31 December 2021.
(NOTE: The Directors’ Remuneration Report shall be available for inspection by shareholders at the registered office of the Company.) - To confirm the remuneration of the Auditors, Ernst & Young Chartered Accountants (EY), for the past audit.
(NOTE: EY has served two years as external auditors of the Company.) - To re-appoint Ernst & Young Chartered Accountants (EY) as Auditors of the Company until the conclusion of the next Annual General Meeting.
- To confirm the final dividend of ZWL 20,031,335 being 1,6196 ZWL cents per share declared on 23 February 2022 and the interim dividends declared during the year, being ZWL 5,561,887 declared on 2 June 2021 and ZWL 5,600,000 declared on 23 August 2021 and ZWL 13,982,820 declared on 8 November 2021.
SPECIAL BUSINESS
To consider and, if deemed ft, pass with or without modifcation, the following additional resolutions:
1. Loans to Executive Directors
AS AN ORDINARY RESOLUTION
THAT the Company be and is hereby authorized to make any loan to any Executive Director or to enter into any guarantee or provide any security in connection with a loan to such Executive Director for the purpose of enabling him/her to properly perform his/her duty as an officer of the Notice of Annual General Meeting Company as may be determined by the Group Human Resources and Governance Committee, provided that the amount of the loan or the extent of the guarantee or security shall not exceed the annual remuneration of that Director. Any such loans, securities or guarantees made or provided during the six months preceding this Annual General Meeting are hereby ratified.
2. General Authority to Buy Back Shares
AS A SPECIAL RESOLUTION
THAT the Company authorises in advance, in terms of section 129 of the Companies and other Business Entities Act [Chapter 24:31] and the Zimbabwe Stock Exchange Listing Requirements the purchase by the Company of its own shares subject to the following terms and conditions:
- The authority in terms of this resolution shall expire on the date of the Company’s next Annual General Meeting; and
- Acquisitions shall be of ordinary shares which, in the aggregate in any one financial year shall not exceed 10% of the Company’s issued ordinary share capital; and
- The maximum and minimum prices, respectively, at which such ordinary shares may be acquired will not be more than 5% (five per centum) above and 5% (five per centum) below the weighted average of the market price at which such ordinary shares are traded on the ZSE, as determined over the 5 (fve) business days immediately preceding the date of purchase of such ordinary shares by the Company.
(NOTES:- The Directors will only exercise the authority if they believe that to do so would be in the best interests of shareholders generally.
- All shares purchased pursuant to this resolution shall be utilised for treasury purposes or cancelled at the discretion of the Board of Directors from time to time.
- If the maximum number of shares that can be purchased pursuant to the authority is purchased, the Directors believe that the Company will be able, in the ordinary course of business, to pay its debts for a period of twelve months after the date of this notice; the assets of the Company and the Group will be in excess of the liabilities of the Company and the Group; there will be adequate ordinary capital and reserves in the Company for a period of 12 months after the date of this notice; and there will be adequate working capital in the Company and the Group for a period of 12 months after the date of this notice.
- a press announcement will be published as soon as the Company has acquired ordinary shares constituting, on a cumulative basis in the period between annual general meetings, 3% (three per centum) of the number of ordinary shares in issue prior to the acquisition.)
3. Any Other Business
To transact any other business competent to be dealt with at a general meeting.
NOTES: Members may follow proceedings live on the Company website via a link which will be uploaded on the website or join the meeting virtually using the following link; https://escrowagm.com/eagmZim/Login.aspx. However, in order to vote, you will need to attend in person or appoint a proxy to represent you at the meeting.
- Shareholders are advised to update their contact details with the transfer secretaries on the following contacts: Corpserve Registrars (Private) Limited, Second Floor, ZB Centre, Corner First Street and Kwame Nkrumah Avenue, Harare Telephone: +263 242 751 559 – 61, Email: [email protected]
- In terms of the Companies and Other Business Entities Act (Chapter 24:31) a member entitled to attend and vote at a meeting is entitled to appoint a proxy to attend and vote on a poll and speak in his stead. A proxy need not be a member of the Company.
- Proxy forms must be lodged at the registered offce of the Company or the transfer secretaries not less than forty-eight hours before
the time for holding the meeting. - Members may request a copy of the 2021 Annual Report from the registered offce of the Company or from the offce of the transfer secretaries. The 2021 Annual Report is also available for download from the Company’s website https://frstmutualpropertiesinvestor.com
BY ORDER OF THE BOARD
Dulcie Kandwe (Mrs.)
Company Secretary
HARARE
27 May 2022
Registered Office
First Mutual Park
100 Borrowdale Road
Borrowdale
HARARE
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