LETSHEGO HOLDINGS NAMIBIA LIMITED (Incorporated in the Republic of Namibia) (Registration Number 2016/0145)

ISIN: NA000A2DVV41

SHARE CODE (NSX): LHN

NOTICE OF 6th ANNUAL GENERAL MEETING 30 JUNE 2022 at 16:00

Notice is hereby given to all shareholders of Letshego Holdings (Namibia) Limited ("the Company" ) that the 6th Annual General Meeting of the shareholders of the Company will be held virtually via Microsoft Teams at 16h00 with registration to commence at 15h30, to transact the business as stated in the Annual General Meeting Notice, which is available on https://www.letshego.com/namibia. The Microsoft Teams link will be circulated to shareholders closer to the meeting.

Shareholders are advised that the Integrated Annual Report for the year ended 31 December 2021 will be published on or about 22 June 2022. The audited annual financial results in the Integrated Report are identical to the results published on 04 March 2022. The Integrated

Annual Report will be available on the website of the Company https://www.letshego.com/namibiaas from 22 June 2022.

A Shareholder entitled to attend and vote is entitled to appoint a proxy to attend, speak and vote in his/her stead. The person so appointed need not be a shareholder. Proxy forms should be deposited at Letshego Holdings Namibia Limited, 1st Floor, Letshego Bank Namibia Ltd, 18 Schwerinsburg Street, Windhoek or emailed to the Interim Company Secretary at epifaniam@letshego.comnot less than 48 hours before the meeting.

ORDINARY RESOLUTIONS

To consider and pass the following ordinary resolutions:

1. Resolution 1

To receive and adopt the Annual Financial Statements for the financial year ended 31

December 2021 including the Directors' Report and the report of the Independent

Auditors.

2. Resolution 2

To ratify the dividends declared and paid since the last Annual General Meeting,

2.1 An interim dividend of 15.96 cents (N$0.1596) per share paid to shareholders on 05 November 2021.

2.2 A final dividend of 29.52 cents per share (N$ 0.2952) per share paid to shareholders on 03 June 2022.

3. Resolution 3

3.1 To confirm the re-election of Ms. Maryvonne Palanduz who retires in accordance with Article 63 of the articles of Association of the Company, and being eligible, offers herself for re-election.

3.2 To confirm the re-election of Mr. Sven Bloch von Blottnitz who retires in accordance with Article 63 of the Articles of Association of the Company, and being eligible, offers himself for re-election.

4. Resolution 4

To confirm the appointments and resignations of the below directors, in accordance with Article 63 of the Articles of Association of the Company. Biographical information of the directors is set out under the Corporate Governance section of the Annual Report.

  1. To confirm the appointment of Ms. Kamogelo Chiusiwa effective 12 July 2021 [HS1][EM2]
  2. To confirm the appointment of Mr. Karl-Stefan Altmann effective 17 August 2021
  3. To confirm the appointment of Ms. Mansueta-Maria Nakale effective 31 August 2021
  4. To confirm the appointment of Ms. Kudzai Chigiji effective 01 February 2022
  5. To confirm the resignation of Mr. Sheik Jobe effective 23 August 2021
  6. To confirm the resignation of Ms. Chriszelda Gontes as Company Secretary effective 31 January 2022

5. Resolution 5

  1. To approve the remuneration of the Directors for the financial year ending 31 December 2021 as disclosed in Note 20 to the Annual Financial Statements in the Annual Report. The Board attendance and remuneration for each Director is disclosed under the Corporate Governance section of the Annual Report.
  2. To confirm the remuneration structure of the Directors and remuneration policies for the financial year ending 31 December 2021. The board fees and the retainer structure are set out under the Corporate Governance section of the Annual Report.

6. Resolution 6

To approve the remuneration of the Auditors for the financial year ending 31 December 2021 as disclosed in Note 20 to the Annual Financial Statements.

7. Resolution 7

  1. To confirm the appointment of Ernst & Young as external auditors for the ensuing year subject to Bank of Namibia approval.
  2. To authorize the Directors to determine the remuneration of the Auditors for the next financial year ending 31 December 2022 estimated at N$1,896,000.

Special Business

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

1. SPECIAL RESOLUTION 1

To amend the Memorandum and Articles of Association of the Company under Section 138 (b) (i) to increase the borrowing limit from 10% to 30%, and to amend the wording to include that the 30% limit will be based on the total consolidated shareholders equity in Letshego Group Namibia. This will read:

Sections 138 (b) (i) "in the normal course of business, the incurring of long-term debt or any other material borrowing unless such debt is at arm's length and on commercial terms and conditions, and provided it does not exceed 30% of total LHN Group consolidated shareholders' equity."

Kindly note that as a result of cautionary health and safety measures around the Covid- 19 pandemic, voting will be by proxy only. The exact voting process is set out in the proxy form accompanying this document.

To transact other business which may be transacted at the Annual General Meeting

By order of the Board

E. Murwira

Interim Company Secretary

02 June 2022

Registered Office

18 Schwerinsburg Street

Windhoek

Sponsor

IJG Securities (Pty) Ltd Member of the NSX

4th Floor, 1@Steps, C/O Grove & Chasie Street P O Box 186, Windhoek, Namibia Registration No. 95/505

Attachments

  • Original Link
  • Original Document
  • Permalink

Disclaimer

Letshego Holdings (Namibia) Ltd published this content on 02 June 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 02 June 2022 15:41:05 UTC.