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HWA - Hwange - Annual General Meeting
Hwange Colliery Company Limited
Incorporated in Zimbabwe)
Code: HWA ISIN: ZW0009011934
("Hwange")
ANNUAL GENERAL MEETING
Notice to Shareholders
Notice is hereby given that the eighty-eighth (88th) Annual General Meeting of
Members of Hwange Colliery Company Limited that was adjourned on Thursday 30
June 2011 in terms of Section 130 of the Companies Act Chapter 24:03 will be
held in the Boardroom, 7th Floor, Coal House, 17 Nelson Mandela Avenue, Harare,
Zimbabwe at 10.30 a.m. on Wednesday 03 August 2011 to transact the business
below. The Annual Report 2010 has already been circulated to Shareholders. This
Notice will be mailed to Shareholders before 12 July 2011:
1. ORDINARY BUSINESS
1.1. To receive and consider the financial statements and the reports of the
Directors and of the Auditors for the year ended 31 December 2010.
1.2. Re-election of Directors who are retiring in terms of the Articles of
Association.
Messrs Thabani Ndlovu, Alpheus Motampe Ngapo, James Nqindi and Ms. Rosemary
Sibanda retire by rotation at this Annual General Meeting and will not be
available for re-election as Directors of the Company.
1.3 Removal of Directors
A special Notice was received from the major Shareholder, Government of
Zimbabwe, for the removal from office of the following Directors, Messrs
Fortune Chasi, Shingai Israel Mutumbwa, Tendai Savanhu , Mrs Prisca Mupfumira
and Mrs Thandiwe Thando Mlobane, notwithstanding their tenure of office.
Shareholders are being requested to pass the following resolution as an ordinary
resolution;
It is RESOLVED that Messrs Fortune Chasi, Shingai Israel Mutumbwa, Tendai
Savanhu , Mrs Prisca Mupfumira and Mrs Thandiwe Thando Mlobane be and are hereby
removed as Directors of the Company, notwithstanding their tenure of office
1.4. Appointment of Directors
Following on to 1.2 and 1.3 above, the Company has received nominations of
persons to be appointed in the stead of the Directors retiring or removed.
The Company received ten (10) nominations from Shareholders and these exceed the
vacancies available as per Article 91 of the Company`s Articles of Association.
Shareholders are being requested to pass an ordinary resolution for the
appointment of any nine (9) of the following nominations, listed in alphabetical
order, as Directors of the Company;
CHIBHANGUZA Shingirayi, CHININGA Jemmister HARUPERI Ian Chamunorwa, JIYANE
Nkosilathi, MANJINGOLO Mlawuli, MAPFUWA Siphiwe (Ms), MAWERE Johnson R,
MUTAMANGIRA Farai, NKOMO Lucas and VERA Valentine
The confirmation of willingness to be elected was received from the
aforementioned proposed persons.
1.5. To confirm directors` fees for the year ended 31 December 2010.
1.6. To approve the remuneration of the auditors for the year ended 31 December
2010.
1.7. To elect auditors for the ensuing year.
1.SPECIAL BUSINESS
2.1 Increase in Authorised Share Capital
Shareholders are requested to consider, and if deemed fit, to pass, with or
without amendments, the following resolution as a special 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 and is hereby 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 pari passu in all respects with existing shares.
2.2 Placing of Shares under the control of the Directors
Shareholders are requested to consider, and if deemed fit, to pass, with or
without amendments, the following resolution as a special 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.
2.3 Approval of the Revised Employee Share Option Scheme
The Revised Employee Share Option Scheme was circulated to Shareholders together
with the Annual Report 2010.
Shareholders are requested to consider the Revised Share Option Scheme, and if
deemed fit, pass the following resolution as a special resolution, with or
without amendments;
It is RESOLVED that the Revised Employee Share Option Scheme of Hwange Colliery
Company Limited be and is hereby approved and that it supersedes the existing
Employee Share Option Scheme.
2.4 Approval of the 2008, 2009 and 2010 Share Options
The share options for 2008, 2009 and 2010 have not been issued to employees and
remain outstanding. Authority is being sought to extend the Employee Share
Option Scheme by a further three (3) years to compensate for the 2008, 2009 and
2010 share options under the revised Employee Share Option Scheme.
Shareholders are requested to consider, and if deemed fit, pass, the following
resolution as a special resolution, with or without any amendments;
It is RESOLVED that the Employee Share Options for the years 2008, 2009 and 2010
be hereby condoned and that, as compensation, the tenure of the scheme be
extended by a further three (3) years to expire in 2017 instead of 2014 and
allotment of the shares be in terms of the revised Employee Share Option Scheme
ANY OTHER BUSINESS
To transact such other business as may be transacted at an Annual General
Meeting.
Members may wish to raise any questions regarding the financial affairs of the
Company at the forthcoming Annual General Meeting. The Board of Directors will
endeavour to provide meaningful and considered responses to such questions. In
order to facilitate this, members are requested to lodge any questions in
writing, at the registered office of the Company, not less than forty eight (48)
hours before the time scheduled for the holding of the Annual General Meeting.
However, members will still have the right to ask verbal questions during the
meeting, at the appropriate time.
PROXY/IES
A member entitled to attend and vote at the meeting may appoint any person or
persons to speak and vote in his/her place. A proxy need not be a member of the
Company. Proxy forms are attached to this Annual Report and must be lodged with
the Secretary at the registered office in Harare not less than 48 hours before
the meeting.
Shareholders are advised that a copy of this announcement together with the
relevant proxy form will be mailed to shareholders for completion by
certificated shareholders only.
Dematerialised shareholders, other than own name dematerialised shareholders,
who wish to attend the general meeting or vote by way of proxy must contact
their CSDP, or broker who will provide them with the necessary letters of
representation to vote or carry out their instructions. This must be effected in
terms of the custody agreement entered into between the dematerialised
shareholder and the CSDP, or broker.
By Order of the Board
T K Ncube
COMPANY SECRETARY
13 July 2011
Registered Office
7th Floor, Coal House
17 Nelson Mandela Avenue,
P.O. Box 2870
Harare, Zimbabwe
Sponsor
Sasfin Capital (a division of Sasfin Bank Limited)
Date: 13/07/2011 07:35:01 Supplied by www.sharenet.co.za
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