Notice is hereby given that the Sixth Annual General Meeting of the members of EcoCash Holdings Zimbabwe Limited will be held at the Registered Office of the Company at 1906 Liberation Legacy Way (formerly Borrowdale Road), Harare on Monday 30 September 2024 at 1000hrs. Shareholders can attend virtually by logging onto https://ecocash.escrowagm.com/ for the following purposes:

ORDINARY BUSINESS
To consider and pass, with or without amendment, the following resolutions:

1. Adoption of Financial Statements for the year ended 29 February 2024
To receive and pass the financial statements for the year ended 29 February 2024 together with the reports of the Directors and auditors thereon.

2. Election of Directors
To appoint/ reappoint Directors. In accordance with Article 81 of the Company’s Articles of Association Mrs. Sherree Gladys Shereni, Mr. Darlington Tafara Mandivenga and Mr. Hardy Pemhiwa retire by rotation at the Company’s Annual General Meeting and, being eligible, offer themselves for re-election. Each Director listed below shall be separately elected:
2.1 Mrs. Sherree Gladys Shereni,
2.2 Mr. Darlington Tafara Mandivenga, and
2.3 Mr. Hardy Pemhiwa.

3. Directors’ Remuneration
To approve the remuneration of Directors for the year ended 29 February 2024 in accordance with section 207 (2) of the Companies and Other Business Entities Act [Chapter 24:31] (The aggregate directors’ emoluments are included in the Annual Report).

4. Approval of Auditors’ Fees and Appointment of Auditors
4.1 To approve the auditors’ fees for the previous year in accordance with section 191 of the Companies and Other Business Entities Act [Chapter 24:31].
4.2 To appoint BDO Zimbabwe Chartered Accountants as auditors of the Company until the next Annual General Meeting.

(Note: The Group has adopted the requirements of the Companies and Other Business Entities Act (Chapter 24:31):Section 191(11) and the ZSE Listing Requirements (SI134/2019):Section 69(6) from the date of enactment. BDO Zimbabwe Chartered Accountants have been auditors to the Group for a period of 2 years. The Group is in compliance with the relevant laws and regulations).

SPECIAL BUSINESS

Special Resolution

5. Renewal of Share Buy-back Authority
To consider, and if thought fit, to pass with or without amendment, the following resolution:

As a Special Resolution: “That the Company, as duly authorized by Article 10 of its Articles of Association, may undertake the purchase of its own ordinary shares in such manner or on such terms as the Directors may from time to time determine, provided that the repurchases are not made at a price greater than 5% above the weighted average of the market value for the securities for the five business days immediately preceding the date of the repurchase and also provided that the maximum number of shares authorized to be acquired shall not exceed 10% (ten percent) of the Company’s issued ordinary share capital.

“That this authority shall expire at the next Annual General Meeting and shall not exceed 15 months from the date of the resolution.”

After considering the effect of the maximum repurchase of the shares, the Directors are confident that:

1. The Company will be able to pay its debts for a period of 12 months after the date of the Annual General Meeting.
2. The assets of the Company will be in excess of liabilities.
3. The share capital and reserves of the Company are adequate for a period of 12 months after the date of the notice of the Annual General Meeting.
4. The Company will have adequate working capital for a period of 12 months after the date of the notice of the Annual General Meeting.

NOTES:

1. The FY2024 Annual Report can be accessed on the Company’s website: www.ecocashholdings.co.zw. Electronic copies of the FY2024 Annual Report (which includes the financial statements, Directors’ and Auditors’ Report) shall be emailed to those shareholders whose email addresses are on record.
2. In terms of the Companies and Other Business Entities Act [Chapter 24:31], a member of the Company is entitled to appoint a proxy to attend, vote and speak in his/her stead at this meeting. A proxy need not be a member of the Company. Proxy forms should be forwarded to reach the office of the Transfer Secretaries at [email protected], or the Group Company Secretary at [email protected] not less than 48hours before the scheduled meeting time.
3. Members are requested to advise the Transfer Secretaries of their e-mail addresses and any changes to their contact numbers and/ or postal addresses.
4. Members are hereby advised to use the following dedicated helplines for assistance with the AGM process:
   Telephone: +263772289768;
   Econet toll free: 08080277;
   WhatsApp: +263737594405.

By Order of the Board

Mrs. C.R. Daniels
Group Company Secretary

9 September 2024

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EcoCash Holdings Notice of 6th AGM and Proxy Form.pdf