CEC | Notice and Agenda of Extraordinary General Meeting
NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting (“EGM”) of the Copperbelt Energy Corporation Plc (“the Company”) will be held at the CBU Multipurpose Hall, Copperbelt University, Jambo Drive, Riverside, Kitwe on Friday, 9th December 2016 commencing at 10:00 hours to transact the following business:
- CALL TO ORDER
Call to order, tabling of proxies and confirmation of quorum.
- RESOLUTION 1 – PAYMENT OF A DIVIDEND IN SPECIE
That, subject to the recommendation of the Board of Directors of the Company, to consider and if thought fit pass the following as an ordinary resolution:
THAT the distribution of a dividend in specie to the shareholders of the Company as recommended by the Board of Directors in the ratio of one CEC Africa Investments Limited (CEC Africa) share for each share held in the Company be approved.
- RESOLUTION 2 – AUTHORITY TO DIRECTORS AND COMPANY SECRETARY
That, subject to the recommendation of the Board of Directors of the Company, to consider and if thought fit pass the following as an ordinary resolution:
THAT subject to the passing of Resolution 1, the Directors of the Company, the Company Secretary or any approved officer of the Company be authorised to sign all such documents and to cause to be done all such things so as to give effect to the implementation of the Resolutions.
- RESOLUTION 3 – GENERAL
That, subject to the recommendation of the Board of Directors of the Company, to consider and if thought fit pass the following as an ordinary resolution:
THAT all acts done by any Director, the Company Secretary or any approved officer of the Company in connection with the transactions contemplated herein so far as they relate to the Proposed Demerger through a dividend in specie prior to the date of the above Resolutions be approved.
By order of the Board
Julia C Z Chaila (Mrs)
Company Secretary
Issued in Lusaka, Zambia on 24 November 2016
| Lead Transaction Advisor and Lusaka Securities Exchange Sponsoring Broker | |
 |
T: +260-211-232456
W: www.sbz.com.zm |
First issued on 24 November, 2016
NOTES TO THE NOTICE AND AGENDA FOR THE EGM
Information Regarding the Agenda and Proposed Resolutions
At a board meeting held on Friday, 28 October 2016, the Board of Directors of the Company resolved to restructure CEC Plc by means of a demerger of its wholly owned subsidiary CEC Africa from the CEC Group (the “Proposed Demerger”). The Proposed Demerger will be implemented by way of a distribution by CEC Plc of all CEC Africa shares held by it to the CEC Plc shareholders by way of a dividend in specie, in the ratio of one CEC Africa share for every CEC Plc share held at the close of business on the Proposed Demerger Record Date.
Members are advised that there will be a presentation to the shareholders by CEC Plc Management and Stockbrokers Zambia Limited at the commencement of the EGM, to provide details on the Agenda items.
Voting Procedures and Proceedings at EGM
- A Member is entitled to attend and vote at the EGM and to appoint a proxy by form of proxy or, if a Corporate member, appoint a representative to attend and vote in your place. Such proxy or representative need not be a Member of the Company. The instrument appointing a proxy and, if applicable, the authority or instrument under which it is signed, must be deposited at the office of the Company Secretary at Headquarters, 23rd Avenue, Nkana East, Kitwe or faxed to fax number 00 260 (0) 212 244212 or 244040 or alternatively deposited at 1st Floor, Abacus Square, Thabo Mbeki Road, Lusaka not less than 48 hours before the time appointed for holding the meeting.
- In accordance with Article 12.1 (2) of the Articles of Association of the Company, two Members holding between them a majority in nominal value of the issued ordinary shares of the Company present in person or by proxy will be deemed to form a quorum.
- Voting will take place on a poll pursuant to Clauses 12.3 and 13.1 of the Articles of Association of the Company on all Resolutions.
- Ordinary Resolutions are passed if more than half of votes are cast in favour of the resolution.
Other Details
- As indicated in the Notice the EGM will be held at CBU Multipurpose Hall, Copperbelt University, Jambo Drive, Riverside, Kitwe on Friday, 9th December, 2016. If you wish to attend the EGM in person, you are recommended to arrive at least 20 minutes before the time appointed for holding of the EGM to allow time for registration.
- Members are advised that the Company has a website and that posted on the website are copies of the referred Notice and Agenda, the Explanatory Memorandum for the EGM, and the appropriate Forms of Proxy. The web address is: www.cecinvestor.com.
Related download:
Download our Investor Relations App (IR App)
To download the Copperbelt Energy Corporation Plc’s investor relations app, which offers access to documents, press releases, videos, audiocasts and more, please visit the the Apple Store to download on your iPhone and iPad or Google Play for your Android mobile device through the links below:
