Powerspeed Electrical Limited Notice of Extraordinary General Meeting

Notice is hereby given that an Extraordinary General Meeting (“EGM”) of the members of the Company will be held at 10:00 hours on Monday 14 December 2020, at the Powerspeed Complex, Corner Cripps Road and Kelvin Road North, Graniteside, Harare. Due to the Covid-19 pandemic the EGM will be conducted primarily as a virtual meeting but with an accommodation for a physical presence for those who may desire to attend. Standard Covid-19 health procedures will apply. Shareholders are advised to take note of the following:

• The link for the EGM will be sent to shareholders’ email addresses on record with the transfer secretaries.
• Shareholders are to contact the Transfer Secretaries on email [email protected], should they wish to update their contact details.
• Shareholders wishing to invite proxies, analysts or observers to the EGM are advised to contact the Transfer Secretaries ahead of the meeting.
• Shareholders requiring assistance or having queries regarding the conduct of the EGM are advised to contact the Transfer Secretaries ahead of the meeting.
• Shareholders are advised to pre-register on the online portal that will be provided by the Transfer Secretaries and submit their proxy forms at least 48 hours prior to the EGM time.

The meeting will conduct the following business:

To consider and, if thought fit, to adopt, with or without amendment, the following Resolutions:

RESOLUTION 1 – ORDINARY RESOLUTION
To consider and, if thought fit, to pass, with or without amendment (s), the following as an Ordinary Resolution:

THAT, in light of the Covid-19 pandemic and in accordance with the notice of this Extraordinary General Meeting, this Extraordinary General Meeting be conducted primarily as a virtual meeting.

RESOLUTION 2 – SPECIAL RESOLUTION:
To consider and, if thought fit, to pass, with or without amendment(s), the following as a Special Resolution:

THAT, the Company’s shares be removed from the Main Board of the Zimbabwe Stock Exchange through voluntary termination of the listing on the Zimbabwe Stock Exchange in terms of section 11 of the ZSE Listing Requirements.

Note that in terms of section 11 of the ZSE Listing Requirements to be effective, this Resolution 2 must be passed by not less than 75% of the votes of all shareholders present or represented by proxy at the EGM.

RESOLUTION 3 – SPECIAL RESOLUTION:
To consider and, if thought fit, to pass, with or without amendment (s), the following as a Special Resolutions:

THAT, subject to Special Resolution 2 being carried by the requisite majority, in terms of Section 128 of the Companies and Other Business Entities Act [Chapter 24:31], Section 141 of the ZSE Listing Requirements and Article 52 of the Company’s Articles of Association, the company be authorised to purchase in terms of the Offer the Company’s own ordinary shares in the period between the date of this Notice and the date of delisting of the Company.

RESOLUTION 4 – SPECIAL RESOLUTION:

THAT subject to Special Resolution 2 being carried by the requisite majority, the Company be authorised in advance, in terms of Section 128 of the Companies and Other Business Entities Act [Chapter 24:31] and Article 52 of the Company’s Articles of Association, to purchase the Company’s own ordinary shares which:

1. In aggregate in any one financial year, shall not exceed 384,438,929 of the Company’s issued ordinary share capital, for the Company cancelling them, subject to the availability of sufficient revenue reserves to undertake the transfer to a Capital Redemption Reserve Fund as required by the Companies and Other Business Entities Act [Chapter 24:31];
2. Value of such purchased ordinary shares shall not exceed the net asset value of the Company.
   Note that in terms of the Companies and Other Business Entities Act, it is the intention of the Directors of the Company to utilise this authority at a future date provided that the cash reserves of the Company are in excess of its requirements and the transaction is considered to be in the best interests of shareholders generally. In considering cash availability the Directors will take account of inter alia, the long term cash needs of the Company, and will ensure that the Company will remain solvent after the re-purchase.

RESOLUTION 5 – SPECIAL RESOLUTION:

THAT the Company be authorised to pay the transaction costs for shareholders who, in terms of the Offer and the share buyback scheme, hold less than 1,000 shares.

RESOLUTION 6 – ORDINARY RESOLUTION:

To consider and, if thought fit, to pass, with or without amendment (s), the following as an Ordinary Resolution:

THAT, the Directors of the Company (or any duly authorised committee thereof) be, and are, hereby authorised to do all such things that they may consider necessary or desirable to give effect to, or pursuant to, or in connection with, the implementation of Resolution 2, and of the Proposed Transaction.

This notice and an accompanying proxy form have been sent to Powerspeed Limited Shareholders, and published on the Company’s web site as well as the ZSE Data Portal. The proxy form should be delivered to, and received by the transfer secretaries of First Transfer Secretaries (Private) Limited at 1 Armagh Avenue, Eastlea, Harare or the registered offices of the Company being, Powerspeed Complex, Corner Cripps Road and Kelvin Road North, Graniteside, Harare so that it is received by the Share Transfer Secretaries no later than 10.00 hours on Friday 11 December 2020.

Additional copies of the Circular and the Proxy Form are available for collection during normal business hours at Imara Corporate Finance Zimbabwe and Imara Edwards Securities, Block 2 Tendeseka Office Park, Samora Machel Avenue East, Harare.

Note: A proxy form is enclosed. To be valid it should be completed and returned so as to reach the registered office of the company not less than 48 hours before the time fixed for the meeting. Completion of a proxy form does not preclude a member from subsequently attending and voting in person.

By order of the Board of Directors

Company Secretary	Share transfer Secretaries
Registered office	Registered office
Powerspeed Limited	First Transfer Secretaries (Private) Limited
Powerspeed Complex	1 Armagh Ave
Corner Cripps Road and Kelvin Road	North Eastlea
Harare	Harare