NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting (EGM) of the Members of Copperbelt Energy Corporation Plc will be held VIRTUALLY on https://eagm.creg.co.zw/eagm/Login.aspx at 10:00 hours on Monday 5th June 2023 to transact the following special business:
Call to Order
Call to order, taking of proxies and announcements concerning quorum in attendance.
Amendment of Articles of Association
To pass a resolution to ratify by Special Resolution the amendment of Article 3.4 of the Articles of Association of the Company (Special Share Rights) and to authorise the Directors to do all deeds, acts and things as may be necessary or expedient to give effect to the resolution.
By order of the Board
Julia C Z Chaila (Mrs)
The proceedings of the EGM will be streamed live through a designated online conferencing platform. The online conference connection details will be shared after successful registration on the link provided below.
Members are required to register for the EGM in advance of the meeting.
The window for registration for the EGM shall be open on 16th May 2023 and automatically close at the commencement of the EGM on 5th June 2023 at 10:00hrs.
Queries on the EGM registration process can be channeled to Corpserve Transfer Secretaries on mobile number +260 955 899375 or by email to [email protected], [email protected], [email protected]
A Member entitled to attend and vote at the meeting is entitled to appoint a proxy by form of proxy or power of attorney to attend and vote in his/her/its place. Such proxy need not be a Member of the Company. The instrument appointing a proxy and, if applicable, the authority under which it is signed, must be deposited at the office of the Company Secretary at Headquarters, 23rd Avenue, Nkana East, Kitwe or alternatively, deposited at the Lusaka offices of CEC on 2nd Floor Green City, Stand 2374, Kelvin Siwale Road, Off Thabo Mbeki Road, Lusaka opposite the showgrounds before the time appointed for holding the meeting.
Members are advised that the Company has a website providing information on the EGM. Posted on the website are copies of the Notice and Agenda for the EGM, the appropriate Forms of Proxy for the meeting and other relevant documents. The Company’s web address is https://cecinvestor.com.
EXPLANATORY STATEMENT ON THE PROPOSED AMENDMENT TO THE ARTICLES OF ASSOCIATION OF COPPERBELT ENERGY CORPORATION PLC (ARTICLE 3.4)
1.1 Under the proposed Special Resolution set out in the Notice of Extraordinary General Meeting (“EGM”) to be held on 5th June 2023, a recommendation is being made relating to the amendment to Article 3.4 of the Articles of Association (the “Articles”).
1.2 This explanatory statement sets out the purpose for the proposed amendment.
1.3 The Company has an authorised Share Capital of Twenty Million Kwacha (K20,000,000) comprising of Two Billion (2,000,000,000) Ordinary with a par value of One Ngwee (K0.01) each and one (1) Special Share with a par value of One Kwacha Forty Ngwee (K1.40). (Article 2.1.1).
Article 1.1 of the Articles provides for the following definitions relevant to the explanatory statement: –
“Member” means a shareholder of the Company as defined in the Act.
“Special Share” means the one (1) Special Share of K1.40 in the Share Capital of the Company issued in accordance with Article 3.
“Special Member” shall mean the holder for the time being of the Special Share.
“Special Resolution” means a resolution as referred to under Section three of the Act passed by not less than seventy-five per cent of the votes of Members of the Company, entitled to vote in person or by proxy at a meeting duly convened and held at which the resolution is moved as a special resolution.
1.5 The Special Share referred to in the Company’s Articles is what is referred to as a Golden Share. Golden Shares are special shares often held by government which grant specific and exclusive rights, usually in a government company undergoing a transformation or change process, such as privatization. The special rights are mainly stipulated in the Articles of Association, in the case of a company. In Zambia, the Golden Share concept was introduced at the start of the Country’s privatization programme in the 1990s and promulgated under the Privatization Act, 1992 and in subsequent enactments thereafter.
1.6 Article 3 of CEC’s Articles provides for the Special Share and the Special Share Rights that are held by Government in CEC. Article 3 states that the Special Share may only be issued to, held by and transferred to the Minister responsible for Finance (the “Special Member”) or his successor or a nominee on his behalf or any other Minister or other Person acting on behalf of Government.
1.7 The Special Share Rights proposed for removal in Article 3.4, were for a specific period and expired in 2012. These rights were related to; steps to have the Company voluntarily wound up by the shareholders, a change of control, a material change in the nature of the business and the sale, transfer, lease, assignment or disposal of any major assets forming a material part of the Company.
1.8 Under Article 3 it is stated that any amendment, removal or alteration of the Special Share Rights, shall only be effective with the consent in writing of the Special Member. Consent was granted by the Special Member on 8th February 2023 to remove the expired Special Share Rights set out in Article 3.4. The Special Member will, however, continue to hold the Special Share in the Company and will continue to have its other subsisting Special Share Rights, that remain in Article 3.
1.9 The amendment to Article 3.4 will not affect the rights of other Members in the Company (these are exclusive class rights of one Member). Consent to remove the expired rights from the Articles has been granted, therefore the recommendation is that the Members ratify (endorse) the decision of Special Member to amend the Articles, by resolution at the EGM to be held on 5th June 2023.
In terms of the provisions of Section 27 of the Companies Act, 2017, the Company is required to obtain approval of the Members by way of a Special Resolution for alteration of the Articles of Association. Accordingly, the resolution is being proposed as a Special Resolution.
Your Directors recommend this resolution for approval by the Members.
The following documents will be available for inspection during normal business hours (excluding Saturdays, Sundays and public holidays) at the Company’s registered office from the date of the Notice of Extraordinary General Meeting until the close of the meeting
- a copy of the Company’s existing Articles;
- a blackline compare version of the existing Articles with the proposed amended Articles, marked to show all the proposed changes; and
- a clean version of the amended Articles proposed for adoption at the Extraordinary General Meeting.