This notice is issued in accordance with Section 63 of the Companies Act No. 10 of 2017 of the Laws of Zambia.

Notice is hereby given that the 53rd Annual General Meeting of the fully paid-up members of Zambia National Commercial Bank Plc in respect of the period ended 31st December 2022, will be held virtually in Lusaka, Zambia on Wednesday, 29th March 2023 commencing at 10:00 hours. The AGM proceedings will be conducted through the Zoom electronic platform.

All shareholders are therefore encouraged to make arrangements to participate in the AGM proceedings through the Zoom video link provided below:

https://us06web.zoom.us/webinar/register/WN_lV0Ezuf1S22BhVYAyKnhjQ

The Meeting is convened 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 52nd Annual General Meeting held on Wednesday 30th March 2022.

3. Presentation by Zanaco Plc Chief Executive Officer
To present the 2022 FY performance and the 2023 Focus Areas.

4. Adoption of the Chairman’s Report, Director’s Report and Financial Statements
To receive and adopt the Company’s Audited Financial Statements for Financial Year ended 31st December 2022 together with the reports of the Chairman, Directors and Auditors.

5. Dividend
To consider the recommendation of the Board of Directors regarding the dividend for the year ended 31st December 2022.

6. Amendment of Articles of Association
To consider and approve, by special resolution, the amendment of Articles of Association.

7. Appointment of Auditors
To consider and adopt the recommendation for the appointment of the Auditors of the Company for the Financial Year ending 31st December 2023 and authorise the Directors to set the Auditors’ remuneration.

8. Appointments of Directors
In accordance with Article 118 of the Articles of Association to confirm –

  1. the appointment of Mrs. Cecilia Zimba who was appointed as a Non-Executive Director (NED) since the previous Annual General Meeting;
  2. the appointment of Professor Oliver Saasa who was appointed as a Non-Executive Director (NED) since the previous Annual General Meeting; and
  3. the appointment of Mr Robin Miller who was appointed as a Non-Executive Director (NED) since the previous Annual General Meeting.

9. Board Remuneration
To approve the remuneration of Directors.

10. Medical Support for Board of Directors
To consider and ratify the medical support provided to the Board of Directors during the Covid-19 Pandemic.

11. To transact any other business as may properly be transacted at the Annual General Meeting

Resolutions to be considered during the Annual General Meeting as follows:

1. Resolution 1 – Adoption of the Chairman’s Report, Director’s Report and Financial Statements.
2. Resolution 2 – Dividend.
3. Resolution 3 – Amendment of Company’s Articles of Association.
4. Resolution 4 – Appointment of Auditors.
5. Resolution 5 – Appointment of Directors.
6. Resolution 6 – Remuneration of Directors.
7. Resolution 7 – Medical support for Board of Directors.

Note:

  1. The proceedings of the Meeting will be streamed live through the Zoom platform and shareholders are required to register in the link below in advance.
    https://us02web.zoom.us/webinar/register/WN_I6kBd0r7StS9hiJlYA3euQ
  2. In order to register for the Meeting, a shareholder must have a working email and active cell phone number.
  3. The window for registration for the Meeting shall be open on Wednesday 8th March 2022 and automatically close at the commencement of the AGM on Wednesday 29th March 2022 at 10:00 hours. A shareholder who does not register before the start of the meeting will not be able to do so when the meeting starts.
  4. After registering, a shareholder will receive a confirmation email containing information about joining the Meeting.
  5. After registering, a shareholder will also receive their LuSE ID number which they must have on the day of the Annual General Meeting in order to vote on the resolutions.
  6. To fully participate in the Annual General Meeting, a shareholder must have a reliable internet connection.
  7. Queries on how to log into the Meeting, registration or on the voting process can be channelled to the following numbers:
    1. +260975-283707; or
    2. +260950-968435.
  8. A shareholder entitled to attend and vote at the Meeting may appoint a proxy to attend and participate in the proceedings of the Meeting. The appointed proxy may also, on a poll, vote on behalf of that shareholder. The proxy need not be a shareholder. To appoint a proxy, a shareholder must fill in and sign a proxy form accordingly.
  9. In order to be valid, the Proxy Form must be sent to any of the following emails addresses before the commencement of the Meeting:
    1. info@Corpservezambia.com.zm
    2. Prisca.chizi@Corpservezambia.com.zm
    3. mutale.marebesa@zanaco.co.zm
    4. kaluba.kaulungombe@zanaco.co.zm
    5. agm@zanaco.co.zm

    Or it may be lodged at the Front Desk/Reception of the Zanaco Plc Head Office Cairo Road, Lusaka.

    Proxy forms are available on https://zanacoinvestor.com/ and can be obtained from info@Corpservezambia.com.zm or Prisca.chizi@Corpservezambia.com.zm or from the Front Desk/Reception at Zanaco Plc Head Office Cairo Road, Lusaka.

By Order of the Board

Kaluba G Kaulung’ombe-Inampasa
Company Secretary

Issued in Lusaka, Zambia on 07 March 2023

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