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Reminder: Notices Of Extraordinary General Meetings
CHOPPIES ENTERPRISES LIMITED
(Incorporated in the Republic of Botswana)
Registration number: BW00001142508
JSE SHARE CODE: CHP
BSE SHARE CODE: CHOPPIES
ISIN: BW0000001072
(“Choppies” or “the Company”)
REMINDER: NOTICES OF EXTRAORDINARY GENERAL MEETINGS
Shareholders are referred to the announcement published on 21 September 2020 giving
notice of the 2018 and 2019 Extraordinary General Meetings of the shareholders of the
Company (“EGMs”).
Shareholders are hereby reminded that the EGM 2018 will be held by way of electronic
communication at Choppies Innovation Centre, Plot 196, Gaborone International Conference
Park, Gaborone, Botswana at 2:30pm on Monday, 19 October 2020 to:
1. receive, consider and, if deemed fit, approve the Group Audited Financial Statements for
the year ended 30 June 2018 together with the Directors and Auditor’s Reports thereon,
as well as the Annual Report;
2. consider and, if deemed fit, ratify remuneration paid to non-executive directors for the
year ended 30 June 2018, as set out in note 34 of the Annual Financial Statements;
3. consider and, if deemed fit, ratify the remuneration paid to auditors,
PricewaterhouseCoopers for the year ended 30 June 2018, as set out on page 8 of the
Annual Report;
4. consider and, if deemed fit, pass with or without amendment the following resolution, as
a special resolution: To specially resolve in terms of section 128 of the Companies Act
Cap 42:01 and ratify the donations for the year ended 30 June 2018, as set out in note 6
of the Annual Financial Statements; and
5. answer questions put to Directors by shareholders in respect of the affairs and the
business of the Company in respect of the year ended 30 June 2018.
Shareholders are further reminded that the EGM 2019 will be held by way of electronic
communication at Choppies Innovation Centre, Plot 196, Gaborone International Conference
Park, Gaborone, Botswana at 3:30pm on Monday, 19 October 2020 to:
1. receive, consider and, if deemed fit, approve the Group Audited Financial Statements for
the year ended 30 June 2019 together with the Directors and Auditor’s Reports thereon,
as well as the Annual Report;
2. consider and, if deemed fit , ratify remuneration paid to non-executive directors for the
year ended 30 June 2019, as set out in note 38 of the Annual Financial Statements on
page 93 of the Annual Report;
3. consider and, if deemed fit, ratify the remuneration paid to auditors,
PricewaterhouseCoopers and Mazars, for the year ended 30 June 2019, as set out in
paragraph 12 on pages 7 and 8 of the Annual report;
4. consider and, if deemed fit, pass with or without amendment the following resolution, as
a special resolution: To specially resolve in terms of section 128 of the Companies Act
Cap 42:01 and ratify the donations for the year ended 30 June 2019 as set out in note 8
of the Annual Financial Statements; and
5. answer questions put to Directors by shareholders in respect of the affairs and the
business of the Company in respect of the year ended 30 June 2019.
IMPORTANT INFORMATION REGARDING ATTENDANCE, PARTICIPATION AND VOTING AT EACH OF THE 2018 AND 2019 EGMs
Persons who are registered as shareholders, in the registers of the Company at the Central
Securities Depository Botswana or transfer secretaries, as of 12 noon on 16 October 2020,
shall be entitled to attend, participate, and vote in person or by proxy, at the EGMs
(“Shareholders”).
ELECTRONIC PARTICIPATION
Given restrictions on gatherings and travel due to the COVID-19 pandemic, as implemented
by the Government of Botswana, which restrictions are anticipated to prevail in the immediate
future and during October 2020, both the EGM 2018 and EGM 2019 will be held entirely
through electronic communication, being audio communication by which all Shareholders
participating in the meeting will be able to simultaneously hear each other throughout the
meeting, as provided for in section 109 of the Companies Act and section 3(b) of the Second
Schedule to the Companies Act. The Company’s constitution also permits such electronic
communication at a meeting of Shareholders.
Shareholders who choose not to attend in person but seek to appoint a proxy to attend either
meeting on their behalf can still submit their proxy forms. Proxy forms are to be delivered or
sent by fax or by email to the Company Secretary, DPS Consulting Services (Proprietary)
Limited (“DPS”) as provided for on the proxy form. Where a Shareholder has submitted a
proxy form, the person attending either meeting on the Shareholder’s behalf shall be
presumed to vote in accordance with the instructions of voting set out in the proxy form.
Shareholders and the proxy of any Shareholder who wish to participate in the EGM 2018
and/or EGM 2019, will be required to submit the relevant duly completed Electronic
Participation Form, which is annexed to the circular sent to Shareholders on 23 September
2020 (“Circular”), together with the relevant documents, to DPS, as provided for on the
Electronic Participation Form. Shareholders are strongly encouraged to complete their
verification well ahead of time.
Once the identity of a Shareholder seeking to attend the meeting and the authority of any
person representing such a Shareholder (if the Shareholder is not an individual) or the proxy
appointed by a Shareholder and the person seeking to attend an EGM has been verified by
DPS, the person seeking to attend the EGM will be provided with details on how to join the
EGM 2018 and/or the EGM 2019 via web stream.
Shareholders who have not appointed a proxy and who intend to participate in the meeting
will be provided with a voting form together with instructions on how to join the EGM 2018
and/or EGM 2019 web stream, once the identity of the Shareholder has been verified the
Shareholder. Shareholders or proxies for Shareholders attending a meeting are urged to
send their duly completed voting forms to DPS by delivery, or by fax, or by email before the
meeting.
Pursuant to article 13.3 of the Constitution of the Company, the Chairman has regulated the
procedure to be adopted at the meeting:
• voting will be by poll;
• as a result, in terms of article 15.2 of the Constitution, voting will be by way of submission
of voting papers by Shareholders or proxies attending the meeting before the meeting or
during but before the end of the meeting;
• any voting during the meeting shall take place at the end of the meeting, after each of the
resolutions set forth in the notice calling the meeting have been proposed and seconded
and put to the meeting, and the voting as recorded in proxy forms and voting forms
already received read out;
• pursuant to article 15.10 of the Constitution, the auditors, Mazars will scrutinize the proxy
forms, the voting forms and the results;
• pursuant to article 15.11 of the Constitution, the Chairman shall declare the result after
receipt of a certificate from the auditors in terms of article 15.11 of the Constitution; and
• the Chairman shall cause declaration of the results of voting on each resolution to be
emailed to all Shareholders and proxies present at a meeting, within 3 hours of the holding
of that meeting.
The Company shall publish the results of each meeting within 48 hours of the conclusion of
each meeting.
VOTING INSTRUCTION
Nominee Accounts
Shareholders whose shares are held in a nominee account must not complete the attached
form of proxy.
If shares are held in a nominee account, then their nominee, Central Securities Depository
Participant (“CSDP”) or stockbroker should contact the Shareholder to ascertain how to cast
votes at either of the EGM 2018 or EGM 2019 and thereafter cast the Shareholder’s vote in
accordance with its instruction.
If you have shares in the Company held in a nominee account and have not been contacted
it would be advisable for you to contact your nominee, CSDP or stockbroker and furnish them
with your instruction. If your nominee or CSDP or stockbroker does not obtain instructions
from you, they will be obliged to act in terms of your mandate furnished to them, if the
mandate is silent in this regard, to abstain from voting.
Unless you advise your nominee, CSDP or stockbroker timeously in terms of your agreement
by the cut off time advised by them that you wish to attend either the EGM 2018 or EGM
2019 or send a proxy to represent you, your nominee, CSDP or stockbroker will assume you
do not wish to attend the relevant EGM or send a proxy.
If a nominee, CSDP or stockbroker is a company, it may appoint a proxy provided that the
proxy form is accompanied by a resolution of the nominee, CSDP or stockbroker empowering
the person acting on behalf of the nominee, CSDP or broker to appoint the proxy.
Alternatively, such nominee, CSDP or broker may appoint by resolution, a person to
represent it at a meeting; in such event, the resolution should be delivered to DPS at least
48 hours prior to the holding of the meeting. The proxy or representative appointed by the
nominee, CSDP or stockbroker should complete the Electronic Participation Form and deliver
that to DPS.
If you wish to participate in any of the EGMs (EGM 2018 or EGM 2019) request the necessary
letter of representation from your nominee or CSDP or stockbroker and submit this letter
together with the Electronic Participation Form to DPS.
Own name Shareholders
“Own name” Shareholders who wish to participate at the EGM 2018 or EGM 2019
themselves, should submit their duly completed Electronic Participation Form together with
an acceptable form of identification.
Own name Shareholders may also appoint a proxy to represent them at either or both EGM
2018 and EGM 2019 by completing the attached proxy form and returning it to DPS at least
48 hours prior to the time and date of the meeting. If a Shareholder appoints someone other
than the chairman of the meeting as their proxy and wants the proxy to participate in either
or both of the EGM 2018 or EMG 2019, the proxy must complete and submit an Electronic
Participation Form.
The Circular updating Shareholders on key issues pertaining to the Company, dealing with
certain of the matters that ordinarily are to be dealt with at an annual general meeting of the
Company for the year ended 2018 and dealing with certain of the matters that ordinarily are
to be dealt with at an annual general meeting of the Company for the year ended 2019, and
which are to be dealt with at the EGM at 2:30pm on 19 October 2020 and the EGM convened
for 3:30pm on 19 October 2020 respectively, together with notices convening the meetings,
proxy forms, and Electronic Participation Forms (to enable participation of a Shareholder or
a proxy in the electronic meeting) was sent to Shareholders on or about Wednesday, 23
September 2020 and is available on the Company’s website at
https://choppiesgroup.com/investor-relations/.
By order of the Board
6 October 2020
BSEL Sponsoring Broker
Stockbrokers Botswana Limited
JSE Sponsor
PSG Capital
Date: 06-10-2020 03:00:00
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