NOTICE IS HEREBY GIVEN THAT THE 48TH ANNUAL GENERAL MEETING OF THE FULLY PAID UP MEMBERS OF ZAMBIA NATIONAL COMMERCIAL BANK PLC IN RESPECT OF THE PERIOD ENDED 31ST DECEMBER 2017, WILL BE HELD AT HOTEL INTERCONTINENTAL, IN LUSAKA, ZAMBIA ON THURSDAY, 29TH MARCH, 2018 COMMENCING AT 10.00 HOURS TO TRANSACT THE FOLLOWING:
1. Call to order, tabling of proxies and announcement regarding quorum
2. Adoption of Minutes
To consider, confirm, adopt and sign the minutes of the 47th Annual General Meeting held on 30th March, 2017.
3. Adoption of the Chairperson’s Report, Director’s Report and Financial Statements
To receive and adopt the Company’s Audited Financial Statements for Financial Year ended 31st December, 2017 together with the reports of the Chairman, Directors and Auditors.
4. Dividend
To consider the recommendation of the Board of Directors regarding the dividend for the year ended 31 December 2017.
5. Amendment of Company Articles of Association
To approve, by special resolution, the amendment of the Company Articles of Association.
6. Appointment of Directors
In accordance with Article 79 of the Articles of Association:
i. To confirm the appointment of Mr Leonard De Villiers who was appointed as a Non-Executive Director (NED) since the previous Annual General Meeting;
ii. To confirm the appointment of Ms. Mirjam T’Lam who was appointed as a Non-Executive Director (NED) since the previous Annual General Meeting;
iii. To confirm the appointment of Mr Mukuli Chikuba who was appointed as a Non-Executive Director (NED) since the previous Annual General Meeting;
iv. To confirm the appointment of Mr Patrick Wanjelani who was appointed as a Non-Executive Director (NED) since the previous Annual General Meeting; and
v. To confirm the appointment of Mr Yamfwa Chinyanta who was appointed as a Non-Executive Director (NED) since the previous Annual General Meeting.
7. Retirement of Director
To note the retirement of Ms. Gertrude Akapelwa who was appointed as a Non-Executive Director (NED) on the 3rd April 2007 and now retires in compliance with the 2016 Bank of Zambia Corporate Governance Directive 6.3 that has limited the tenure of a board director to six (6) years.
8. Appointment of Auditors
To consider and adopt the recommendation for the appointment of the Auditors of the Company, for the Financial Year ending 31 December, 2018 and authorise the Directors to set the Auditors’ remuneration.
9. Board Remuneration
To approve the remuneration of the Directors.
10. To transact any other business as may properly be transacted at the Annual General Meeting.
Resolutions to be considered during the Annual General Meeting
1. Resolution 1-Adoption of Minutes
2. Resolution 2-Adoption of the Chairperson’s Report, Director’s Report and Financial Statements
3. Resolution 3-Dividend
4. Resolution 4-Amendment of Company Articles of Association
5. Resolution 5- Appointment of Directors
6. Resolution 6- Appointment of Auditors
7. Resolution 7- Board Remuneration
By Order of the Board
Kaluba G Kaulung’ombe-Inampasa
COMPANY SECRETARY
7th March 2018
Note: A member entitled to attend and vote at the meeting is entitled to appoint a proxy to attend, speak and, on a poll, vote in his or her stead.
The proxy need not be a shareholder. The Proxy form must be lodged at the Registered Office of the Company at ZANACO Head Office Cairo Road, Lusaka before the commencement of the Annual General Meeting. Proxy forms are available from the office of the Company Secretary, Zanaco Head Office, Cairo Road, Lusaka, Zambia.
Issued in Lusaka, Zambia on Wednesday, 7th March 2018
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First Issued on Wednesday, 7th March 2018
