Notice is hereby given that the 46th Annual General Meeting of the members of Powerspeed Electrical Limited will be held in the Powerspeed Boardroom, Gate 1, Powerspeed Complex, Corner Cripps Road and Kelvin Road North, Graniteside, Harare, at 11am, on Tuesday 27 February 2024 to consider the following business:

1. ORDINARY BUSINESS

1.1 To receive, and consider the audited financial statements of the Group, the reports of the directors and of the auditors for the year ended 30 September 2023.

1.2 To approve non-executive directors’ emoluments of ZWL258 705 523 for the year ended 30 September 2023.

1.3 In terms of the Articles of Association, Messrs. N.H. Kretzmer and V.R. Gapare will retire at the fourthcoming Annual General Meeting and being eligible, they offer themselves for re-election. Messrs S.H. Makoni and C.C.M. Tambo retired from the Board on 23 February 2023 and 31 August 2023 respectively. Having been appointed during the year, Mr T.M. Yeatman retires but being eligible, he offers himself for re-election.

1.4 To approve the auditor’s fees for the previous year and the appointment of Grant Thornton Chartered Accountants (Zimbabwe) as auditors for the ensuing year.

1.5 To confirm the dividend of ZWL17.28 per share declared by the directors on 21 November 2023.

2. SPECIAL BUSINESS

To consider, and if deemed fit, pass with or without modification, the following special resolutions:

2.1 To adopt a new set of Articles of Association compliant with the Companies and Other Business Entities Act (Chapter 24:31) which also takes cognizance that we are no longer listed on the Zimbabwe Stock Exchange.

2.2 Share Option Scheme 2023
That 9.98% of the issued share capital amounting to 40 000 000 shares of the company be placed under the control of Directors who shall have the authority to issue them to employees and Directors for purposes of staff share option scheme. The Powerspeed Electrical Limited approved share option scheme rules will be made available for inspection at least 14 days prior to the date of AGM.

2.3 Share Consolidation
2.3.1 Redenomination of Authorised Share Capital
The authorised share capital of the Company be redenominated from 500 000 000 [five hundred million] ordinary shares of ZWL0.0001 [one ten-thousandth ZWL] each to 500 000 (five hundred thousand) ordinary shares of ZWL0.1 [zero point-one ZWL] each.
2.3.2 Share Consolidation
The 400 959 322 [four hundred million nine hundred and fifty nine thousand three hundred and twenty two] issued ordinary shares of ZWL0.0001 [one ten-thousandth ZWL] each in the Company shall consolidate to 400 959 [four hundred thousand nine hundred and fifty nine] ordinary shares of ZWL0.1 [zero-point-one ZWL].
2.3.3 Directors’ Authority
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 Proposed Transactions.
2.3.4 Fractional Shares
THAT the shareholders of all fractional shares who hold less than 1 000 [one thousand] shares shall be paid in cash.

2.4 Extension of the share buy back scheme
To approve with or without amendments, that the Company 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 the purchase of Company’s own ordinary shares for treasury stock which:

1. in aggregate in any one financial year, shall not exceed 10% (ten percent) of the Company’s issued ordinary share capital, subject to the availability of sufficient revenue reserves.
2. value of such purchased ordinary shares shall not exceed the net asset value of the Company.
3. the maximum and minimum prices, respectively at which such ordinary shares may be purchased will not be more than 10% above and 10% below the weighted average of market price at which such ordinary shares are traded on the Over The Counter Market, as determined over five business days immediately preceding the date of purchase of such ordinary shares by the Company.

2.5 That the Company be authorised to pay the transaction costs for shareholders who, in terms of the share buyback scheme, hold less than 1 000 shares.
It will be recorded that in terms of the Companies and Other Business Entities Act (Chapter 24:31), it is the intention of the Directors of the company to utilize this authority at a future date provided the cash resources of the company are in excess of its requirements and the transaction is considered to be in the best interest of shareholders generally. In considering cash availability, the Directors will take account of inter alia, the long term cash need of the company, and will ensure the company will remain solvent after the re-purchase.

3. ANY OTHER BUSINESS
To transact such other business as may be transacted at an annual general meeting. Members are advised that a full set of the company’s audited financial results is obtainable from the Company’s website: www.powerspeed.co.zw

• A Member entitled to attend the meeting may appoint one or more proxies to attend, speak and vote in his/her stead. A proxy need not be a member of the Company. All proxies must be lodged at the company’s registered office not less than forty-eight hours before the meeting. Proxy forms are available at the registered office and will be distributed together with the financial statements.

By Order of the Board
M S Gurira
Company Secretary
21 November 2023

Registered Office
Stand 17568
Corner Cripps Road and Kelvin Road
P O Box 942, Harare

Meeting will be strictly for shareholders.