TIDMNMB
RNS Number : 9167Y
NMBZ Holdings Ld
18 May 2021
NMBZ HOLDINGS
Notice is hereby given that the 26(th) Annual General Meeting of
Members of NMBZ Holdings Limited will be held virtually on
Wednesday, 12 May 2021 at 1530 hours for the following
purposes:
ORDINARY BUSINESS
1. To receive and adopt the Financial Statements for the year
ended 31 December 2020, together with the reports of the Directors
and Auditors thereon.
2. To re-appoint Directors.
In accordance with the Articles of Association, Mr. B. Chikwanha
and Ms. J. Maguranyanga retire by rotation. Being eligible, the
Directors offer themselves for re-election.
3. To approve Directors' fees for the year ended 31 December 2020.
4. To approve Messrs. Ernst & Young's remuneration for the year ended 31 December 2020.
5. To appoint Ernst & Young as the Company's Auditors for the year ending 31 December 2021.
SPECIAL BUSINESS
SPECIAL RESOLUTION
1. To consider, and if deemed fit, to pass, with or without
modification, the resolution set out below:
"That the Company, being duly authorised thereto by Article 10
of its Articles of Association, may undertake general repurchases
by way of open market transactions on the Zimbabwe Stock Exchange
("ZSE") of any of its own ordinary shares in such manner or on such
terms as the directors may from time to time determine provided
that:
a. the maximum number of shares authorised to be acquired is no
more than 10% of the Company's ordinary issued share capital.
b. for each share, the minimum price shall not be lower than the
nominal value of the Company's shares and the maximum price that
may be paid is 5% above the weighted average market price for the
ordinary shares in the Company as derived from the Zimbabwe Stock
Exchange (ZSE) Daily Price Sheet for the five business days
immediately preceding the date on which such ordinary shares are
contracted to be purchased.
c. the authority in terms of this special resolution shall
unless renewed prior to such time, expire on the first anniversary
of this resolution or at the conclusion of the next Annual General
Meeting of the Company, whichever is later, save that the Company,
may before such expiry, enter into a contract or contracts to
purchase its ordinary shares which would or might be completed
wholly or partly after the expiry and may purchase its ordinary
shares in pursuance of such contract or contracts."
2. To consider, and if deemed fit, to pass, with or without
modification, the resolution set out below:
"That the Company cancels the listing of its ordinary shares
(the "Shares") on the premium segment of the Official List of the
Financial Conduct Authority (London) and of trading on the Main
Market of the London Stock Exchange plc (the "LSE") (the
"Delisting")."
3. To consider and if deemed fit, to pass, with or without
modification, the resolution set out below:
"That , subject to Special Resolution 1 and 2 being carried by
the requisite majority, the Company be authorised to purchase the
Company's own ordinary shares from the LSE in the period between
the date of this Notice and the date of Delisting of the Company
from the LSE."
4. To consider and if deemed fit, to pass, with or without
modification, the resolution set out below:
"That the Company be authorised to pay the transaction costs
related to the Delisting for the 6 (six) shareholders who make up
the LSE share register."
Notes:
1. Details of the Virtual AGM will be emailed by our transfer
secretaries, First Transfer Secretaries (Pvt) Ltd through email to
shareholders. Shareholders are advised to update their contact
details with the transfer secretaries on the following
contacts:
First Transfer Secretaries (Private) Limited
1 Armagh Avenue
Eastlea, Harare
Telephone: +263 242 782869/7
Email: info@fts-net.com
2. Shareholders are encouraged to pre-register on the online
portal that will be provided by the transfer secretaries and submit
their proxy forms at least 48 hours before the meeting. In order to
ensure full consultations and shareholders participation, all
queries/questions must be submitted to the Company and/or transfer
secretaries at least 48 hours before the meeting. All the submitted
questions will be read out and answered during the meeting by the
Chairman and the Directors.
3. A member of the company entitled to attend and vote at this
meeting is entitled to appoint a proxy to attend, speak and on a
poll, vote in his/her stead. A proxy need not be a member of the
company. Proxy forms should be submitted at least 48 hours before
the commencement of the meeting.
4. A Special Resolution is required to be passed by a majority
of seventy five per cent of those present and voting (including
proxy votes), representing not less than twenty five per cent of
the total number of votes in the Company.
5. Please be advised that the 2020 Annual Report can be accessed
on the company's website: www.nmbz.co.zw . Electronic copies of the
2020 Annual Report (which includes the financial statements,
Directors' and Auditors' Report) shall be emailed to those
shareholders whose email addresses are on record.
By Order of the Board
MISS. S. I. PASHAPA
COMPANY SECRETARY
9 April 2021
EXPLANATIONS REGARDING THE NOTICE OF THE ANNUAL GENERAL
MEETING
Resolution 1
The Directors of the Company are obliged to present their Report
and Accounts to shareholders of the Company at an Annual General
meeting. This is a standard form of resolution common to all Annual
General Meetings.
Resolution 2
The Company's Articles of Association require one third of the
Directors to stand down at each Annual General Meeting and if they
are eligible, they may offer themselves for re-election. The
Directors standing down are Mr. B.A. Chikwanha and Ms. J.
Maguranyanga. Both retiring Directors, being eligible, offer
themselves for re-election. Each Director shall be appointed by a
separate resolution. Information about these Directors is shown
below:
Benedict Amon Chikwanha - Independent Non-Executive Director
(Chairman)
Mr. Chikwanha was appointed as a non-executive director of NMB
Bank Limited and NMBZ Holdings Limited on 31 January 2014. Mr.
Chikwanha is an experienced banker, with over forty years working
experience in the banking sector, 32 of which were spent at
Barclays Zimbabwe. Ben Chikwanha has held various positions in Risk
Management, Retail Banking, Human Resources, Corporate Banking and
Corporate Finance. Mr. Chikwanha has held various management roles
in the banking sector including being a Director Risk Management
and Managing Director.
Jean Maguranyanga - Independent Non-Executive Director
Jean Maguranyanga is a lawyer by profession with over 20 years'
experience. Jean commenced her career as a Prosecutor in the
Ministry of Justice Legal and Parliamentary affairs and moved after
one year to Parliament. She worked as a Legal Advisor at the
Parliament of Zimbabwe for three years after which she left to
study for her Master's Degree in Corporate and Commercial Law.
Following the completion of her Master's degree Jean took up a
lectureship post with the University of Zimbabwe a position she
held for two years. Thereafter, Jean joined the Reserve Bank of
Zimbabwe where she served as Legal Counsel and later as Division
Chief Corporate Affairs / Bank Secretary for a total period of
seventeen years. Currently Jean is a partner at Chinamasa Mudimu
and Maguranyanga Legal Practitioners.
Resolution 3
Shareholders are requested to approve Director's fees. The
Directors' fees for 2020 amounted to ZW$ 3,520,400.
Resolution 4
The Remuneration of the auditors is required to be fixed by the
Company in a General meeting in terms of section 191 (6) of the
Companies and Business Entities Act [Chapter 24:31]. Accordingly,
Members will be requested to approve the remuneration paid to the
external auditors - Messrs. Ernst & Young for the year ended 31
December 2020, which audit fee has been disclosed in the Annual
Report.
Resolution 5
All public companies are required to appoint Auditors at each
Annual General Meeting at which Financial Statements are presented,
to hold office until the next such meeting in terms of section 191
(2) of the Companies and Business Entities Act [Chapter 24:31].
This resolution therefore proposes the appointment of auditors in
accordance with usual practice and the Banking Act [Chapter 24:20].
Ernst & Young have served as the Company's Auditors for four
years. Being eligible for re-appointment, the directors propose
their appointment as the Company's auditors for the year ending 31
December 2021.
Special Resolution 1
The directors are seeking authority to allow the use of the
Company's available cash resources to purchase its own shares in
the market in terms of the Companies Act and the regulations of the
ZSE. The directors will only exercise the authority if they believe
that to do so would be in the best interests of shareholders
generally. In exercising this authority, the directors will duly
take into account following such repurchase for the next 12 months,
the ability of the Company to pay its debts in the ordinary course
of business, the maintenance of an excess of assets over
liabilities, and for the Company and Group, the adequacy of
ordinary capital and reserves as well as working capital.
Special Resolution 2
The directors have deemed it necessary that the Company delists
from the London Stock Exchange ("LSE"). This is because only a
small amount of trading in the Shares is conducted on the LSE;
taking into account these low trading volumes and the ongoing
regulatory compliance and administrative costs the Company incurs
annually as a result of its London listing, the Board determined
that there is no significant benefit to the Company in maintaining
the listing. The Company does not believe that the Cancellation
will adversely affect its shareholders, since the Company's common
shares will continue to be listed on the Zimbabwe Stock Exchange
(the "ZSE") and will continue to be tradeable. Given that the
Company has its primary listing and main trading platform on the
ZSE, the continued listing on the LSE would not afford the Company
a significant advantage in terms of liquidity or additional sources
of funding compared to the ongoing costs of maintaining the
listing.
Special Resolution 3
The LSE register consists of 6 shareholders with a total holding
of 198,443 shares. The purchase of those shares by the Company in
line with Special Resolution 1 will not exceed the authority
granted to the directors.
Special Resolution 4
The LSE does not levy a charge for delisting, however there may
be agency fees related to the delisting of the shares. The costs
will be minimal given the small number of shares in question.
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END
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