Notice is hereby given that the 52nd Annual General Meeting of the fully paid-up members of Zambia National Commercial Bank Plc in respect of the period ended 31st December 2021, will be held virtually in Lusaka Zambia on Wednesday, 30th March 2022 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://us02web.zoom.us/webinar/register/WN_I6kBd0r7StS9hiJlYA3euQ

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 51st Annual General Meeting and the Extra Ordinary General Meeting held on 31st March 2021.
3. Presentation by Zanaco Plc Chief Executive Officer
   To present the 2021 FY performance and the 2022 Focus.
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 2021 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 2021.
6. Appointment of Directors and Committee Members
   In accordance with Article 118 of the Articles of Association to confirm:
   1. the appointment of Mr. Deepak Malik who was appointed as a Non-Executive Director (NED) since the previous Annual General Meeting; and
   2. the appointment of Mr. Leslie Horne who was appointed as a Non-Executive Director (NED) since the previous Annual General Meeting.
7. Changes in Directors
   1. To note the retirement of Mr. Hastings Mtine who was appointed as a Non-Executive Director (NED) on 31st March 2015 and held the position of Board Chairman since March 2021. Mr Mtine 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.
   2. To note the resignation of Director Mirjam t’Lam and Director Leonard De Villiers in November 2021 following the withdrawal of the shareholder’s representation mandate.
8. 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 2022 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 the Chairman’s Report, Director’s Report and Financial Statements.
    2. Resolution 2 – Dividend.
    3. Resolution 3 – Appointment of Directors.
    4. Resolution 4 – Appointment of Auditors.
    5. Resolution 5 – Board Remuneration.

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 9th March 2022 and automatically close at the commencement of the AGM on Wednesday 30th 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:
   (i) 0975-283707; or
   (ii) 0950-968435.
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 the following emails before the commencement of the Annual General Meeting:

   [email protected]
   [email protected]
   [email protected]
   [email protected]
   [email protected]
   [email protected]

   Or 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 [email protected] or [email protected] 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

Zanaco – Full Notice and Agenda of 2022 AGM.pdf
Zanaco 2021 Annual Report.pdf