The following transcript of the proceedings at the 23rd Annual General Meeting, held on 30 April 2021 may contain forward-looking statements and should not be used as a substitute for professional advice. These forward-looking statements are based on information available at the time the statements are made and/or management’s belief as of that time with respect to future events and may involve risks and uncertainties that could cause actual results and outcomes to be materially different, for which CEC cannot be held liable.
London Mwafulilwa: I welcome you all to the 2021 AGM of CEC. Due to the COVID situation, we have, unfortunately, been unable to have the AGM in person during the years 2020 and 2021.
We, however, hope to resume normal meetings once the situation improves and look forward to that time. The challenging business environment compounded by unprecedented market developments have continued to threaten business continuity in the last seven month period between the last AGM and now. However, I’m pleased to report that the Company has remained resilient and focused on our mandate of providing quality energy solutions to our customers, led by the mining industry, the anchor of the Zambian economy. The success of the business in the face of the many challenges has been driven and largely negotiated by a focused and hardworking workforce riding on shareholder goodwill.
I wish to thank the Management and all the employees for their determination and collective resolve to deliver quality service to all our customers, even as we have seen the impact of COVID-19 in the year. I say to you all, well done.
Dear shareholders, communication makes up a significant part of the Company’s relationship with its stakeholders. Over the last seven months, we’ve continued to interrogate our performance in this area with a view to better serve our shareholders. In that regard, the rate at which queries are resolved has shown improvement following increased communication channels, such as the installation of more phone lines by our transfer agent, Corpserve, and going out more to you, our shareholders, by soliciting your views rather than waiting for you to come to us. These efforts will continue.
Dear shareholders, I wish to inform you that the members of the Board of Directors in attendance at this AGM are myself, the Chairman London Mwafulilwa, Dr. P Nkanza, Mr. J M Chisanga, Mrs. Mildred Kaunda, we have Mr. Ronald Tamale, Mr. Derek Chime, we have Mr. Mabvuto Chipata, Mr. Thomas Featherby, Mr. Siyanga Malumo and Mr. Owen Silavwe. I hope I have not missed anybody in attendance. Do we have any apologies?
Julia Chaila: No Chair, we have no apologies from the Board of Directors.
London Mwafulilwa: Also in attendance are the Chief Financial Officer, Mr. Mutale Mukuka and the Company Secretary, Mrs. Julia Chaila. In addition, we have in attendance the auditors of Messrs PricewaterhouseCoopers, who are being represented by Mr. Andrew Chibuye. I will now ask the Company Secretary to confirm the quorum for the meeting.
Julia Chaila: Dear shareholders, the Board of Directors, ladies and gentlemen. Thank you for attending the 23rd Annual General Meeting of CEC. I wish to confirm that I have a number of proxies in my possession. I wish to inform you that the following proxies representing the principal shareholders of the Company are in our possession. We have the proxy for Mr. Derek Chime authorized to act on behalf of both Standard Chartered Private Equity and Marina IV Singapore. We have a proxy for Mr. Brian Musonda authorized to act on behalf of ZCCM Investments Holdings Plc.
We also have a proxy appointing Mr. Siyanga Malumo, authorized to act on behalf of Zambian Energy Corporation (Ireland) Limited. These are the major shareholders of the Company.
I will not read out the remainder of the proxies. However, these will be recorded in the minutes of the AGM, as is the usual practice. The quorum for this AGM is two members holding between them a majority in nominal value of the issued ordinary shares of the Company present in the meeting, either in person or by proxy. Chair, as there are more than two shareholders present of a majority in nominal value of the issued ordinary shares of the Company, I do confirm that the necessary quorum has been met. Shareholders, ladies and gentlemen, the notice convening the meeting and the agenda has been in your hands as shareholders in particular, within the period stipulated by the Articles of Association of the Company. Both the notice and agenda for the AGM are on the CEC website and can also be found on page 154 of the 2020 annual report. With your permission, I’ll take both the notice and agenda as read. I will hand back to the Chairperson for the rest of the meeting.
London Mwafulilwa: Thank you, Mrs. Chaila. The necessary quorum having been met, we will now proceed with the agenda for the meeting. Mr. Simakoloyi will now guide us on the voting process.
Gilbert Simakoloyi: Once again, dear shareholders, we wish to bring the following announcement in your hearing. As we stated at the beginning of the meeting, please ensure that you stay logged on to the electronic AGM platform by keeping that particular page open throughout the duration of this meeting. This is to allow you to vote on the resolutions of the meeting, which will be done on the electronic AGM platform. Kindly take note of the following guidelines as well.
The voting will take place, as we stated, on the electronic AGM platform. Please keep that page open the whole time and do not log off until after the meeting. The voting will be done one resolution after the other, in that sequence. Each resolution will be voted on, a discussion will be had, and then we move on to the next resolution. Voting will be enabled after each resolution has been discussed. Last, but not least, kindly ensure that you vote on all the resolutions.
We have the following numbers in case you have any challenges regarding that particular process, and we’ll quickly go through them.
We anticipate they will be displayed on the screen so you can have a look at those numbers. However, the numbers are as follows: (097) 789-9379 – Prisca Chizi on that number will attend to your queries. The next number is (097) 942-0470 on which Joseph Phiri is on standby. The next number (097) 751-9641 is for Mutinta Chileshe. The next number is (096) 682-6759 for Choolwe Nalubamba. The next number is (096) 583-5700, where Parton Chulu is on standby. Lastly, Mainza Mwinga is available on (096) 768-6924. I hand you over back to the Chairman.
London Mwafulilwa: As you are getting to those pages, I wish to announce to the meeting that director Munakupya Hantuba has since joined our meeting.
We’ll go through corrections on page 158 of the annual report for the minutes, page 159, page 160, page 161, page 162 and page 163. We also have the attendance lists from pages 164 to 170. If there are no corrections, I call upon any member present to make a proposal for the approval of the minutes of the Annual General Meeting that was held on Wednesday, 30 September 2020 and call upon any other member to second the proposal.
Gilbert Simakoloyi: We have the hand of Mr. Brian Barnabas Mmembe and that of Mr. Job Lusanso.
London Mwafulilwa: Thank you. Members can now proceed to vote on resolution one – the adoption of the minutes. We’ll pause to allow the members to vote for five minutes.
We’ll proceed with the next item. Are there any matters arising from the minutes? We will again proceed page by page 158 and 159. We don’t expect any matters arising from there. We move to page 160, page 161, page 162, page 163.
There being none, we’ll proceed with the next item on the agenda, which is resolution number two. The second resolution on the agenda is to receive the Directors’ report and the financial statements for the year ended 31 December 2020 together with the report of the auditors of the Company thereon. I will ask Mr. Owen Silavwe, the Chief Executive Officer to make a presentation on the overview of the business during 2020. This will be followed by a report from the Chief Financial Officer, Mr Mutale Mukuka, who will present a summary of the financials for the year ended 31 December 2020. The auditor’s report will follow after the first two presentations.
We’ve exhausted the question and answer session. I’d like to encourage the shareholders, should you feel you need more information, please do direct your questions to the Company, and we’ll gladly attend to your queries or your comments. This is a platform for you, but this platform extends beyond once a year to you. If you do need any further information or clarification, do engage the Investor Relations Office, it’s actually created for you.
We’ll move on with the agenda. I now call upon any member present to make a proposal for the adoption of the Directors’ report and financial statements for the year ended 31 December 2020, and call upon any other member to second the proposal.
Gilbert Simakoloyi: We have the name of Mr. Darius Kasongo and Mr. Francis Daniels.
London Mwafulilwa: Members can now proceed to vote on resolution number two, which is to adopt the Directors’ report and financial statements for the year ending 31 December 2020. Please vote.
Thank you. We’ll proceed to the next item on the agenda, which is resolution number three. Resolution number three is ratification of dividend payment made on 21 December 2020. I call upon any member present to make a proposal for the ratification of the dividend payment made on 21 December 2020 and call upon any other member to second the proposal.
Gilbert Simakoloyi: We have the names of Mr. Christopher Chilembwe and Mr. Aubrey Chisenga.
London Mwafulilwa: Thank you. The members can now proceed to vote on resolution number three.
Thank you. We’ll move on to the next item on the agenda, resolution number four, which is the appointment of auditors and remuneration of the auditors.
The fourth resolution on the agenda is in relation to the appointment of the auditors of the Company and the setting of the remuneration of the auditors. I will now call upon the Chairman of the Audit Committee, Mr. Joe Mwansa Chisanga, to make a proposal in relation to the appointment of the auditors of the Company for the ensuing year and to authorize the directors to set their remuneration.
Joe Mwansa Chisanga: I wish to propose the appointment of Messrs PricewaterhouseCoopers as auditors of the Company for the ensuing year, to hold office until the next Annual General Meeting of the Company, and to authorize the directors to set their remuneration. I call upon any member present to second this proposal.
Gilbert Simakoloyi: We have the hand of Mr. Abraham Mwanza.
London Mwafulilwa: Members can now proceed to vote on resolution number four, which is the appointment of the auditors for the ensuing year.
Thank you. The meeting will proceed to the next item on the agenda. I’ll now hand over the Chairmanship of the meeting to Mr. Chisanga to attend to the adoption of resolution number five.
Joe Mwansa Chisanga: I wish to inform the meeting that Mr. London Mwafulilwa and Dr. Patrick Nkanza, directors of the Company, who were appointed as directors at the last AGM will retire at this meeting in accordance with Article 14.4 of the Articles of Association of the Company, but are eligible for reappointment. The Board of Directors of CEC recommends the reappointment of Mr. London Mwafulilwa and Dr. Patrick Nkanza as directors of the Company, in accordance with the said article in the Articles of Association.
I, therefore, wish to propose the appointment of Mr. London Mwafulilwa and Dr. Patrick Nkanza as directors of the CEC Board to hold office until the next Annual General Meeting of the Company. I call upon any member to second this proposal.
Gilbert Simakoloyi: We have the name of Mr. Mufulo Ng’andwe.
Joe Mwansa Chisanga: Members, please go ahead and vote on resolution number five. I will now hand the chairmanship of the meeting back to the Chairman.
London Mwafulilwa: Before we proceed with the next item on the agenda, just a reminder to our shareholders to ensure that you are voting on all of the resolutions.
The Technical Office is advising that a number of shareholders have not yet voted on resolutions number two and three. Please, do vote on all the resolutions as we progress. You have five minutes to conclude, and then we’ll ask the team to give us the results once they are ready in the next five minutes.
Members, thank you. I believe the results are ready so we can proceed.
Members, the results for the resolutions that you were voting for are as follows:
- To consider and adopt the minutes of the 22nd Annual General Meeting held on 30 September 2020. The result is 99.99%.
- Resolution number two, to receive and adopt the Directors’ report and the financial statements for the year ended 31 December 2020 together with the report thereon of the auditors. The vote is 100%.
- To ratify the dividend payment made on 21 December 2020. The vote is 100%.
- To consider and adopt the recommendations for the appointment of the auditors of the Company. The result 100%.
- To elect directors for the Company in accordance with the provisions of the Articles of Association of the Company. The result is 100%.
I’m pleased to inform the shareholders that all the proposed resolutions set out in the notice for this AGM have been duly passed.
I now declare the 23rd Annual General Meeting of the Company closed, and in doing so, I wish to thank Management and the team that prepared the AGM for a successful meeting that we’ve had today. I further wish to thank all the shareholders, the directors and Management for your attendance and participation in this AGM.
God bless you all.