Notice of annual general meeting
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1 Overview Strategic and operational review Financial statements Governance Additional information Notice of annual general meeting Vodacom Tanzania PLC (Incorporated in the United Republic of Tanzania) (Registration number 38501) (ISIN: TZ Ticker code: VODA) ( Vodacom or the Company ) Notice is hereby given that the annual general meeting of the Company will be held on Friday 27 October 2017, at the Tanzania National Stadium located at Taifa Road in Temeke, Dar es Salaam, Tanzania at 10:00 to conduct the following business: 1. Adoption of audited annual financial statements To receive, consider and adopt the audited annual financial statements for the year ended 31 March Ordinary resolution number 1 RESOLVED THAT the audited consolidated annual financial statements of the Company and its subsidiaries, together with the auditors independent report and directors reports for the year ended 31 March 2017, be and are hereby received and adopted. Copies of the full audited consolidated annual financial statements for the year ended 31 March 2017 are obtainable from the Company s website 2. Confirmation, re-election and election of directors 2.1 By way of separate resolutions, to confirm existing directors; Mr Michael Joseph, Mr Andries Delport, Mr Ian Ferrao and Mr Jacques Marais. Ordinary resolution number 2 RESOLVED THAT Mr Michael Joseph be and is hereby confirmed as existing director of the Company. Ordinary resolution number 3 RESOLVED THAT Mr Andries Delport be and is hereby confirmed as existing director of the Company. Ordinary resolution number 4 RESOLVED THAT Mr Ian Ferrao be and is hereby confirmed as existing director of the Company. Ordinary resolution number 5 RESOLVED THAT Mr Jacques Marais be and is hereby confirmed as existing director of the Company. The profile of the directors up for confirmation is as follows: Michael Joseph (71) B.Sc (UCT), Member of the Institute of Electrical Engineering and Electronic Engineers, Honorary Doctorate Letters from Africa Nazarene University Michael Joseph is employed by Vodafone Group Services Limited as the Director of Mobile Money. Previously, Michael was the CEO of Safaricom Limited from July 2000 when the company was re-launched as a joint-venture between Vodafone UK and Telkom Kenya until his retirement in November He has extensive international experience in company start-ups, the implementation and operation of large wireless and fixed-line networks, including operations in Hungary, Spain, Brazil, Peru, Argentina, Korea, the USA, Australia and the Middle East. Michael has been the recipient of many awards, including CEO of the year awarded by the Kenya Institute of Management, the Moran of the Order of the Burning Spear and the Elder of the Order of the Burning Spear (awards given by the President of Kenya to those who have made a positive impact in Kenya). He was appointed to the Vodacom Group Board in May Michael s most recent appointment is Chairman of Kenya Airways, effective since October Andries Daniel Jan Delport (53) Chief Technology Officer of Vodacom Group Member of the Vodacom Group Executive Committee Executive director of Vodacom (Pty) Limited B.Sc (Electronic) (Natal), MBL (Cum Laude) (UNISA) Andries joined Vodacom in June 1996 and has since held a number of senior positions in the company. He was appointed Chief Technology Officer for Vodacom Group and a member of the Vodacom Group Executive Committee in November He is an executive director on the Vodacom South Africa Board and also a director of Vodacom Tanzania Limited and VM S.A. (Mozambique). Andries held a number of positions at various organisations including the Council for Science and Industrial Research (CSIR) prior to joining Vodacom in
2 Vodacom Tanzania Public Limited Company Annual report for the year ended 31 March 2017 Notice of annual general meeting continued Ian Ferrao (34) Managing Director and executive director B.Sc Management Sciences (Warwick Business School) Ian began his career in the United Kingdom in strategy consulting with Deloitte. In 2006, he moved to Zambia to join AfriConnect, a start-up broadband company, which went on to become Zambia s market leader for corporate and residential internet services. In 2010, Ian led the sale of AfriConnect to Vodacom Group and subsequently joined Vodacom South Africa in 2011 as Chief Commercial Officer for Vodacom Business Africa. In 2013, Ian was appointed as Managing Director for Vodacom Lesotho, launching Vodacom M-Pesa, 4G services and FTTx offerings, leading Vodacom Lesotho back to double-digit revenue growth. Ian was appointed Managing Director of Vodacom Tanzania in September Jean Jacques Marais (51) Finance Director and executive director Bachelor of Commerce (Hons), in Accountancy, University of Pretoria, Chartered Accountant (SA) Jacques was appointed as the Finance Director in July He began his career with Vodacom in 2001 as Finance Manager with Vodacom South Africa where he worked for three years. He then transferred to work in Vodacom Lesotho as the Finance Director, a position he held until Jacques then took on a different challenge when he moved to Vodacom Congo in the DRC and took on various roles including General Manager Finance and Chief Finance Officer. In 2012, he relocated to Vodacom Mozambique as Finance Director, a position he held until July 2016 when he moved to Tanzania. Jacques is a Chartered Accountant (SA) and holds a Bachelor of Commerce (Hons) in Accountancy from the University of Pretoria, SA. 2.2 By way of separate resolutions, to elect Mr Ali A Mufuruki, Mr Shameel Aziz Joosub, Mr Till Streichert and Mr Matimba Mbungela, who were appointed to fill casual vacancies on the Board until the next ordinary meeting, where they will be eligible for re-election pursuant to article 85 of the Company s articles of association. Ordinary resolution number 6 RESOLVED THAT Mr Ali A Mufuruki be and is hereby elected as a director of the Company. Ordinary resolution number 7 RESOLVED THAT Mr Shameel Aziz Joosub be and is hereby elected as a director of the Company. Ordinary resolution number 8 RESOLVED THAT Mr Till Streichert be and is hereby elected as a director of the Company. Ordinary resolution number 9 RESOLVED THAT Mr Matimba Mbungela be and is hereby elected as a director of the Company. The profile of the directors up for election is as follows: Ali A. Mufuruki, (58) Independent non executive director Chairman of Vodacom Tanzania PLC A Henry Crown Fellow of the Aspen Institute B.Sc. in Mechanical Design Engineering. Ali is a founder, Chairman & CEO of Infotech Investment Group Ltd, a family business with interests in ICT, media, telecoms, private equity, retail and real estate across a number of countries in Africa and beyond. He is a Tanzanian entrepreneur, philanthropist, public speaker and leadership coach. Ali also co-founded the Africa Leadership Initiative (ALI) in 2002 whose mission is to engage the energy and talent of emerging leaders in Africa in order to release their potential to build a good society for their nations. He is a co-founder and Chairman of the CEO Roundtable of Tanzania, a policy dialogue forum that brings together more than 150 CEOs of leading companies in Tanzania. In December 2016, he was named by the Rockefeller Foundation as Bellagio Policy Fellow Resident for the year Previously, Ali served as Chairman of the National Airline of Tanzania ATCL as well as both a director and the first independent chairman of the Tanzania Central Bank s audit committee. He is currently an independent non executive director and Chairman of Vodacom Tanzania PLC, Chairman of the Boards of Msingi East Africa LTD (Kenya), Legacy Capital Partners Ltd (Tanzania); Trademark East Africa (Kenya), Chai Bora Ltd (Tanzania), AMSCO (Netherlands) and the National Environment Trust Fund of Tanzania (NETF). He is also a member of the Council of the Muhimbili University of Health and Allied Sciences (MUHAS) in Dar es Salaam. 110
3 Overview Strategic and operational review Financial statements Governance Additional information Mohamed Shameel Aziz Joosub (46) Chief Executive Officer Vodacom Group Chairman of the Vodacom Group Executive Committee Chairman and Executive Director of Vodacom (Pty) Limited Bachelor of Accounting Science (Honours) (Unisa) and MBA (Southern Queensland University, Australia), Associated General Accountant and Commercial and Financial Accountant (SA) Shameel is the CEO of Vodacom Group since September He is a former CEO of Vodafone Spain. He was previously the Managing Director of Vodacom South Africa from March 2005 to March 2011 prior to taking up the position as CEO of Vodafone Spain. Prior to that, he was the Managing Director of Vodacom Service Provider Company from September 2000 to February 2005, and Managing Director of Vodacom Equipment Company from Shameel served on the Vodacom Group Board from 2000 until March 2011, when he was seconded to Spain. He was re-appointed to the Vodacom Group Board in September 2012 after his return from Spain. Shameel was also appointed as non executive director of Vodacom Tanzania and as non executive director and member of the Audit committee of Safaricom respectively in August Till Streichert (44) Chief Financial Officer of Vodacom Group Member of the Vodacom Group Executive Committee Non-executive Director of Vodacom (Pty) Limited Dr. Phil. (University of Hannover, Germany) Till was appointed as the Chief Financial Officer and Executive Director of Vodacom Group in August 2015 after working as the Finance Director at Vodacom South Africa from February Till was also appointed as non executive director of Vodacom Tanzania, non executive director of Vodafone Kenya and as an alternate non executive director of Safaricom respectively in August He has more than 15 years experience supporting financial and operational transformations through expertise in financial strategy, business leadership, revenue and profit growth in international environments. Till has had a broad and successful career within large international corporations including various finance and commercial roles, including CFO and Head of Channel Marketing and Sales Operations at Vodafone Romania. He began his career at T-Mobile Germany before undertaking various roles at T-Mobile UK as well as serving as a strategy consultant at The Boston Consulting Group. Till was recently awarded the 2017 CFO of the Year award by CFO South Africa. Matimba Mbungela (45) Chief Human Resources Officer of Vodacom Group Member of Vodacom Group Executive Committee Executive director of Vodacom (Pty) Limited B Admin (University of Venda), Post Graduate Diploma in HR (UCT), MBA (UKZN), and also a graduate of the Vodafone Global HR Excellence Program. Matimba is the Chief Human Resources Officer at Vodacom Group. Prior to this role, he was Managing Executive: HR for Vodacom South Africa until April Matimba has worked within the Vodacom/Vodafone Group since 2003 during which he worked in various roles within HR. He subsequently spent 3 years on secondment to Vodafone as Regional Head of Organisational Effectiveness & Change, and Regional Head of Talent within the Africa, Middle East & Asia Pacific AMAP region. Prior to his assignment to the Vodafone AMAP Region, Matimba was responsible for Talent Management at Vodacom for six years where he successfully delivered the integration of our talent strategy into the Vodafone global strategy. His previous experience includes key HR roles in blue chip companies such as BMW South Africa and Unilever. In October 2015 Matimba was appointed as a Non-Executive Director on the Vodacom Business Nigeria Board, in May 2017 as a Non-Executive Director on the YeboYethu Board and as Non-Executive Director of Vodacom Tanzania in August To confirm Mr. Michael Joseph who is past his retirement age in accordance with section 194(5) of the Companies Act No.12 of Ordinary resolution number 10 RESOLVED THAT Mr Michael Joseph be and is hereby confirmed as a director of the Company in accordance with section 194(5) of the Companies Act No.12 of Mr Henry Surtees and Mr Rostam Aziz are obliged to retire by rotation at this annual general meeting in accordance with the provisions of articles 103 and 104 of the Company s articles of association. Having so retired, Mr. Surtees is eligible for re-election as a director. Mr Aziz has indicated that he is not available for re-election and therefore will retire as a director of the 111
4 Vodacom Tanzania Public Limited Company Annual report for the year ended 31 March 2017 Notice of annual general meeting continued Company at the conclusion of this annual general meeting. Ordinary resolution number 11 RESOLVED THAT Mr H Surtees be and is hereby re-elected as a director of the Company. The profile of the director up for re-election appear in this notice of annual general meeting: Henry JC Surtees (46) Member of Audit, Risk & Compliance Committee Member of Remuneration and Nomination Committee B.Sc Hons, University of Durham England, UK Chartered Accountant (ICAEW), Certified Public Accountant, NBAA Henry has been a Vodacom director since May He also holds the position of the Head of Finance, Financial Controller and Company Secretary at Caspian Limited. Prior to this, Henry has held various positions as director, advisor and Company Secretary for a range of other businesses as well as in professional practice with Delloite. 2.5 By way of separate resolutions, to elect three independent non-executive directors in accordance with the provisions of article 75 of the Company s articles of association. Ordinary resolutions number 12 to 14 RESOLVED THAT, by way of separate resolutions, three independent non-executive directors be elected from the four short-listed nominees as directors of the Company. The profile of the short-listed nominees up for election is as follows: Rukia Adam (61) Master of Business Administration, ACPA (T) Rukia is an expert in accounting, finance, government accounts, taxation and management with extensive experience gained over 30 years from private and government organisations. Prior to her retirement, Rukia has held various positions at the Tanzania Revenue Authority which include Deputy Director of Accounting Operations and Deputy Director of Management Accounting. She is a member of the National Board of Accountants and Auditors and member of the Tanzania Association of Accountants. Rukia previously served as a board member of the Tanzania Insurance Regulatory Authority and as Chairperson of the Board of Institute of Accountancy Arusha. Margaret Ikongo (60) Master of Business Administration (MBA-Finance), Associate member of Chartered Insurance Institute, UK Certificate members of the Risk Management, UK Margaret has a wealth of experience in the insurance business. She was an advisor to the Commissioner of the Tanzania Insurance Regulatory Authority and acting Head of the Technical Directorate, responsible for registration of market players, review of new insurance products, reinsurance programs and market conduct. Previously, Margaret worked at the National Insurance Corporation where, over a period of ten years, she assumed various positions including the role of Managing Director. Margaret is currently a board member of NMB Bank PLC and AAR Insurance Tanzania. Previously, Margaret sat on the Board of Trustees of the National Social Securities Fund. Winnie Ouko (47) Master of Business Administration, A Fellow of the Aspen Global Leadership Network, Bachelor of Commerce, Insurance (Hons) Winnie is the CEO of Lattice Consulting where, for over 10 years she has provided specialist corporate finance, strategy and training services to clients across Africa. Working closely with the CEOs of clients, Winnie leads the review of distribution and pricing strategies as well as various business and operating models. Previously, Winnie was a lead manager in the capital markets team at First Africa Capital and an associate director in the insurance division of Standard & Poor s, New York. She also worked as an auditor in the Nairobi office of PricewaterhouseCoopers. Winnie is currently a non-executive director and chairperson of the Audit and Risk Committees of both Barclays Bank of Kenya Ltd and Kzanaka Limited. Winnie is a member of Acumen s East Africa Advisory Council, deputy chairperson and founding shareholder of Ol Tepesi Limited and sits on the Women Corporate Directors steering committee, Kenya Chapter. 112
5 Overview Strategic and operational review Financial statements Governance Additional information Thembeka Semane (41) Master of Industrial Policy Development, Bachelor of Commerce (Accounting), A Chartered Company Secretary and a Certified Associate of the Institute of Bankers Thembeka is a seasoned business executive with over sixteen years of experience in corporate strategy, business systems implementation, high value project financing (compliance and monitoring), corporate governance and financial management. She is a director at Linea consulting (Pty) Ltd and a Regulatory Committee Member of ICASA & ATNS, reporting to the National Minister, Transport Department. Thembeka serves as a board member of the National Department of Human Settlements as well as the chairperson of its finance and investment committee, and a member of both its audit & risk and HR & remuneration committees. She is also a member of both the audit & risk management committee and remuneration committee of South African National Parks. Furthermore, Thembeka is a member of both the South African Heritage Resource Agency and Sol Platjie Municipality s audit, risk & performance management committee. 3. Appointment of PricewaterhouseCoopers Inc. as auditors of the Company To appoint PricewaterhouseCoopers Inc., as nominated by the Company s Audit, Risk and Compliance Committee, as independent auditors of the Company, to hold office until the conclusion of the next annual general meeting of the Company. Ordinary resolution number 15 RESOLVED THAT PricewaterhouseCoopers Inc. be and are hereby appointed as the auditors of the Company to hold office until the conclusion of the next annual general meeting of the Company. 4. Dividend To approve a final dividend of TZS per share for the financial year ended 31 March 2017 as recommended by the directors. The dividend will be paid on or before Friday 30 November 2017 to the shareholders recorded in the register as at the close of trading on Friday 13 October Ordinary resolution number 16 RESOLVED THAT the dividend of TZS per ordinary share for the year ended 31 March 2017 be and is hereby approved. 5. Appointment of the members of the Audit, Risk and Compliance Committee By way of separate resolutions and in accordance with article 32(f) of the Company s articles of association, to appoint independent non-executive directors elected under agenda 2.5, as members of the Company s Audit, Risk and Compliance Committee. Ordinary resolutions number RESOLVED THAT the elected independent non-executive directors under agenda 2.5, be and are hereby appointed as members of Audit Risk & Compliance Committee. 6. Approval of the directors remuneration To approve the non-executive directors remuneration of US$ from 1 August 2017 until the conclusion of the next annual general meeting of the Company, enabling the Company to attract and retain persons of the capability, skills and experience required to make a meaningful contribution to the Company. Ordinary resolution number 20 RESOLVED THAT the level of non-executive directors remuneration of US$ be and is hereby approved on the basis set out as follows: Proposed fee USD 1 Chairman of the Board 150,000 Member of the Board 30,000 Chairman of the Audit, Risk & Compliance Committee 15,000 Member of the Audit, Risk & Compliance Committee 8,000 Chairman of the Remuneration & Nomination Committee 12,000 Member of the Remuneration & Nomination Committee 6, This remuneration is inclusive of all taxes and gross of withholding tax. Remuneration is paid in TZS for local directors, ZAR for South African directors and US$ for other directors on a quarterly basis in arrears for a minimum of four ordinary meetings per annum, three special board meetings and the AGM and EGM as may be required. 113
6 Vodacom Tanzania Public Limited Company Annual report for the year ended 31 March 2017 Notice of annual general meeting continued Record date The record date for shareholders to be registered in the books of the Company for purposes of being entitled to attend, speak and vote at the annual general meeting is Friday 20 October Costs associated with attending the annual general meeting shall be borne by the shareholders themselves. Shareholders attending the annual general meeting will need to present a copy of the DSE Depository Receipt and reasonable satisfactory identification such as national identity, voter s identity, passport or driver s licence. Registration of members and proxies attending the annual general meeting will commence at 07:30 on Friday 27 October Participation by way of electronic means Shareholders or their proxies may participate in the annual general meeting by way of electronic means. Such shareholder (or proxy) will need to call by no later than 10:00 Wednesday 25 October 2017 so that the Company can provide for a teleconference dial-in-facility. Shareholders who intend to participate via teleconference must ensure that the voting proxies are sent through to the Company secretary, by no later than Wednesday 25 October Participants must dial five (5) minutes prior to start of the annual general meeting. Attendance and proxies Only shareholders are entitled to attend, speak and vote at the annual general meeting. Shareholders may appoint a proxy to attend, speak and vote in their stead. A proxy need not be a shareholder of the Company. In the case of a member being a corporate, the form of proxy must be completed under its common seal or under the hand of an officer or attorney duly authorised in writing. Voting shall be conducted in accordance with the Company s memorandum and articles of association. Ordinary resolutions to be adopted in this annual general meeting require approval of a simple majority. Shareholders holding shares, but not in their own name must furnish their custodians or broker with their instructions for voting at the annual general meeting. If your custodian or broker, as the case may be, does not obtain instructions from you, it will be obliged to act in accordance with your mandate furnished to it. Unless you advise your custodian or broker, in terms of the agreement between you and your custodian or broker by the cut off time stipulated therein, that you wish to attend the annual general meeting or send a proxy to represent you at this annual general meeting, your custodian or broker will assume that you do not wish to attend the annual general meeting or send a proxy. If you wish to attend the annual general meeting or send a proxy, you must request your custodian or broker to issue the necessary letter of authority to you. The form of proxy, obtained from the Company s website ( with a copy of the shareholder s depository receipt, must be deposited for the attention of the Company Secretary at 15th Floor, Vodacom Tower, Ursino Estate, Plot 23, Bagamoyo Road, Dar es Salaam, Tanzania no later than 10:00 on Wednesday 25 October Alternatively, duly signed forms of proxy and a copy of the shareholder s depository receipt may be scanned and ed to investorrelations@vodacom.co.tz and submit the original form of proxy on the day of the meeting. The completion of a form of proxy does not preclude any shareholder attending the annual general meeting. By order of the Board Caroline M. Mduma Company Secretary Date: 17 October
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