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HWA - Hwange Colliery Company Limited - Notice of Annual General Meeting
Hwange Colliery Company Limited
Incorporated in Zimbabwe)
Code: HWA ISIN: ZW0009011934
("Hwange")
Notice of Annual General Meeting
NOTICE is hereby given, that the adjourned Extra Ordinary General Meeting
("EGM") of Members of Hwange Colliery Company Limited, of Monday 08 March 2010,
will be reconvened in the Boardroom, 7th Floor, Coal House, 17 Nelson Mandela
Avenue, Harare, Zimbabwe, at 0930 hours on Thursday 30 June 2011.
Shareholders are advised that the following will be the special business
requiring special resolutions. There have been two (2) new resolutions that have
been added to the original resolutions tabled at the adjourned meeting.
SPECIAL BUSINESS
Special Resolution 1: Increasing the Authorized Share Capital
To consider, and if deemed fit, to pass, with or without amendments, the
following resolution:
That in terms of Article 52 of the Company`s Articles of Association, it is
RESOLVED that Hwange Colliery Company Limited`s authorized share capital of one
hundred and eighty six million (186 000 000) ordinary shares of a nominal value
of US$0.25 each be increased to two hundred and four million (204 000 000)
ordinary shares of a nominal value of US$0.25 each, and such shares to rank
paripassu in all respects with existing shares.
Resolution 2 : Placing Shares under the control of the Directors
To consider, and if deemed fit, to pass, with or without amendments, the
following ordinary resolution :
That in terms of Article 4 and article 53 of the Company`s Articles of
Association, it is RESOLVED that eighteen million (18 000 000) ordinary shares
of a nominal value of US$0.25 each be placed under the control of the Directors
and that these shares be for the sole purpose of the Hwange Colliery Company
Employee Share Option Scheme to cover 2007 (1 678 000 shares), the share option
sheme 2010 - 2014 (14 062 500 shares) and two (2) extended years to compensate
for the 2008 and 2009 share option scheme (5 625 000 shares).
Special Resolution 3 :Hwange Colliery Company Limited Employee Share Option
Scheme.
To consider the Hwange Colliery Company Limited Employee Share Option Scheme
which has been circulated to Shareholders, and if deemed fit, pass the following
Resolution, as a special Resolution, with or without modifications:
It is RESOLVED that the Hwange Colliery Company Limited Employee Share Option
Scheme be and is hereby approved and that it supersedes the existing share
option scheme
Special Resolution 4: 2007, 2008 and 2009 Share Option Scheme.
To consider the shareholder approval to allow for the allotment of 1 677 627
shares under the new Share Option Scheme to cater for the year 2007. A total of
7 267 100 shares for 2007 were subscribed for after the deadline of 30 September
2007 set as per the Rules of the Share Option Scheme. The option shares for 2008
and 2009 remain outstanding.
Authority is also being sought to extend the Employee Share Option Scheme by a
further two (2) years to compensate for 2008 option shares and 2009 under the
revised Hwange Colliery Company Limited Share Option Scheme.
Shareholders are requested to pass the following Special Resolution with or
without amendments:
It is RESOLVED that the allotment of shares for the Employee Share Option Scheme
for the years 2007 be hereby condoned and allotment of the shares would be in
terms of the revised Employee Share Option Scheme and also that the tenure of
the scheme be extended by a further two (2) years to expire in 2016 instead of
2014.
Special Resolution 5 : Authority to Purchase Own Shares
To consider, and if deemed fit, to pass, with or without amendments, the
following resolution :
That subject to Section 78 of The Companies Act (Chapter 24:03) relating to
powers of the company to purchase its own shares, it is RESOLVED that Hwange
Colliery Company Limited be and is hereby authorized to purchase the ordinary
shares issued under the Employee Share Option Scheme and in such amounts as the
Directors of the Company, may from time to time, determine, subject to the
following terms and conditions and the requirements of the Zimbabwe Stock
Exchange and the Companies Act (Chapter 24:03):
a.acquisition shall be of ordinary shares issued by the Company under the
Employee Share Option Scheme, which in the aggregate in any one (1) financial
year and over the duration of the Scheme, shall be no more than 20 400 000 or
10% (ten percent) of Company`s issued ordinary share capital; and
b.the purchase price shall be the price at which the ordinary shares of the
Company are traded on the Zimbabwe Stock Exchange.
By Order of the Board
T.K. NCUBE
Company Secretary
Sasfin Capital
(a division of Sasfin Bank Limited)
10 June 2011
Date: 10/06/2011 07:32:27 Supplied by www.sharenet.co.za
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