OKZ.zw | Notice of Annual General Meeting

NOTICE IS HEREBY GIVEN THAT the Fourteenth Annual General Meeting of Members of OK Zimbabwe Limited will be held in the OKmart Functions Room, First Floor, OKmart, 30 Chiremba Road, Hillside, Harare on Thursday 23 July 2015 at 1500 hours for the following purposes:

ORDINARY BUSINESS

1. STATUTORY FINANCIAL STATEMENTS
   To receive and adopt the Financial Statements for the year ended 31 March 2015, together with the Report of the Directors and Auditors thereon.
2. APPOINTMENT OF DIRECTORS
   In terms of the Company’s Articles of Association Messrs. W. N. Alexander, R. van Solt, and M. C. Jennings retire by rotation at the conclusion of the meeting. The Directors, being eligible, offer themselves for re-election.
3. AUDITORS’ FEES AND APPOINTMENT OF AUDITORS
   Members will be asked to approve the auditors’ fees for the past financial year and to appoint auditors for the company for the ensuing year.
4. DIRECTORS’ FEES
   To approve Directors’ fees for the past year.
5. DIVIDEND
   To confirm the interim dividend of 0.19 cents per share declared on 13 November 2014 and the final dividend of 0.14 cents per share declared on 21 May 2015.

SPECIAL BUSINESS

6. SHARE OPTION SCHEME – 2016
   To consider, and if deemed fit, pass with or without modification, the following resolution:

   As an Ordinary Resolution
   6.1. THAT the Directors be and they are hereby authorized to establish a share option scheme effective from the 1st of April 2016 to be called “Share Option Scheme – 2016” and to grant options in respect of the rules of the Scheme, such options in aggregate not exceeding 58,496,109 (fifty eight million four hundred and ninety six thousand one hundred and nine) ordinary shares, being 5% of the 1,169,922,172 (one billion one hundred and sixty nine million nine hundred and twenty two thousand one hundred seventy two) ordinary shares in issue as at 31 May 2015.

   6.2. THAT the Share Option Scheme – 2013 be withdrawn with effect from the date of commencement of Share Option Scheme -2016;

   6.3. THAT, with effect from the date of commencement of Share Option Scheme – 2016, no further options shall be granted under the Share Option Scheme – 2013 but without prejudice to the subsisting rights of any participants already granted Options prior to the termination of the 2013 Scheme.

7. ALLOTMENT OF SHARES TO THE OK EMPLOYEES SHARE PARTICIPATION TRUST
   To consider and, if deemed fit, pass, with or without modification, the following resolution:

   As an Ordinary Resolution
   THAT the Directors be and they are hereby authorized to allocate 2 524 582 (Two million five hundred and twenty four thousand five hundred and eighty two) ordinary shares to the OK Employees Share Participation Trust through an allotment from the Company’s unissued shares held under the control of the Directors in terms of a Shareholders’ Resolution dated 23 August 2001.

   THAT the Directors be and they are hereby authorized to allocate, at the end of each financial year, to the OK Employee Share Participation Trust through an allotment from the Company’s unissued shares such shares as may be required should the Trust’s shareholding in the Company be below 2% of the issued share capital of the Company at the end of each financial year.

EXPLANATORY NOTES

1. Share Option Scheme – 2013
   Article 3 of the Company’s Articles of Association stipulates that the allotment or disposal of any unissued shares in the existing capital of the Company and any new shares in any increased capital, or in the terms upon which such shares may be issued or disposed of, shall be decided by the Company in general meeting, provided that the Company in general meeting may empower the Directors to allot or dispose of the same upon such terms and conditions as the Directors in their discretion think fit.

   At the Annual General Meeting held on 27 July 2012 Shareholders authorized the Directors to establish a share option scheme and to grant options not exceeding 52,184,652 (fifty two million one hundred and eighty four thousand six hundred and fifty two) shares in terms of the rules of that scheme. Of these, 2,000,000 shares had not been granted as at 31 May 2015. The Company has to continue to offer meaningful incentives to both existing and new executives and senior management. Accordingly, the Directors hereby propose that a new Share Option Scheme be established with effect from the 1st of April 2016. Any shares not yet granted to employees in terms of the Share Option Scheme – 2013, will be withdrawn immediately upon the establishment of the
   proposed new scheme.

2. Allotment of shares to the OK Employees Share Participation Trust
   In terms of the Deed of the OK Employee Share Participation Trust, 2% of the issued share capital of the Company should be held by the Trust for the benefit of employees of OK Zimbabwe Limited. As at 31 May 2015, the Trust held 20,873,861 ordinary shares, representing 1.78% of the issued share capital of the Company. Accordingly, the Directors hereby propose the allocation of 2,524,582 (Two million five hundred and twenty four thousand five hundred and eighty two) additional ordinary shares in OK Zimbabwe Limited to the Trust. The effect of this additional donation will be to increase the Trust’s shareholding in the Company to 23,398,443 ordinary shares, thus enabling it to retain its 2% shareholding.

   In terms of a resolution of shareholders dated 23 August 2001 the entire authorized but unissued shares in the Share Capital of the Company were placed under the control of the Directors. Subject to approval by shareholders, Directors are therefore authorized to allot unissued shares as proposed in Resolutions 6 and 7.

APPOINTMENT OF PROXY

In terms of the Companies Act