RogueXD RTG20027041

NOTICE OF AGM
NOTICE IS HEREBY GIVEN THAT the 21st Annual General Meeting (“AGM”) 6.2 To elect the following director, Mr. Munhamu Ivan Murambiwa, who was
of the shareholders of Rainbow Tourism Group Limited (“the Company”) will coopted as a director of the company in accordance with Article 106 of
be held on Monday 24 August 2020 at 1200hrs. Shareholders are being ad- the company’s articles of association.
vised that in light of the current lockdown regulations that prohibit gatherings
of more than 50 people and the need to to address other hygiene matters 6.3 To elect the following director, Mr. Kenzias Chibota, who was coopted
due to the COVID-19 pandemic, the Company will hold a virtual meeting, as a director of the company in accordance with Article 106 of the com-
details of which will be communicated to shareholders in due course. The pany’s articles of association.
agenda of the meeting is set out below:
6.4 To elect the following director, Dr. Priscilla Mujuru, who was coopted as
The AGM shall transact the following business, a director of the company in accordance with Article 106 of the compa-
ny’s articles of association.
A. CONSTITUTION OF MEETING
1. To table forms of proxy Unless otherwise resolved, each Director will be elected separately.
2. To declare the meeting constituted Brief Profiles of these individuals are included in the Annual Report.
3. Confirmation of Minutes of Previous Annual General Meeting
7. AUDITORS
B. SPECIAL BUSINESS To fix the remuneration for the auditors for the past audit and to re-ap-
TO PASS, AS AN ORDINARY RESOLUTION point Messrs. Grant Thornton Chartered Accountants (Zimbabwe) as
1. That the Company be authorized to hold the 2020 annual general meet- auditors until the next Annual General Meeting. Messrs. Grant Thornton
ing virtually, that is to say a meeting at which the members can hear Chartered Accountants (Zimbabwe) have been external auditors of the
and see each other by electronic means although they are not physically company for seven years, since 2012.
present at the meeting and that proxies for such meeting may be sent
electronically, that is to say using the Company’s designated email ad- ATTENDANCE, PROXIES AND VOTES
dress. Details of the Virtual AGM will be sent by our transfer secretaries, First Trans-
fer Secretaries (Pvt) Ltd through email to shareholders as well as publication
TO PASS, AS A SPECIAL RESOLUTION, in the press. Shareholders are advised to update their contact details with the
2. That the Company amend its articles of association to insert the transfer secretaries on the following contacts:
following;
2.1 To insert after Article 54, Article 54B which shall read as follows; First Transfer Secretaries (Private) Limited 1ArmaghAvenue Eastlea, Harare
“The directors may, whenever they think fit and subject to the require- Telephone: +263 242 782869/7 Email : [email protected]
ments of the Companies and Other Business Entities Act, elect that
an annual general meeting, extraordinary general meeting or any other Shareholders are encouraged to pre-register on the online portal that will be
shareholders meeting be held virtually, that is to say a meeting at which provided by the transfer secretaries and submit their proxy forms at least 48
the members can hear and see each other by electronic means although hours before the meeting. In order to ensure full consultations and sharehold-
they are not physically present at the meeting. The directors are empow- ers participation, all queries/questions must be submitted to the Company
ered to adopt any such procedural measures as may give effect to this and/or transfer secretaries at least 48 hours before the meeting. All the sub-
resolution.” mitted questions will be read out and answered during the meeting by the
Chairman and the Directors. A member of the company entitled to attend and
2.2 To add a second sentence to Article 77, which shall read as follows; vote at this meeting is entitled to appoint a proxy to attend, speak and on a
“A proxy may be sent electronically, that is to say using the Company’s poll, vote in his/her stead. A proxy need not be a member of the company.
designated email address.” Proxy forms should be submitted at least 48 hours before the commence-
ment of the meeting.
C. ORDINARY BUSINESS
3. FINANCIAL STATEMENTS AND THE REPORTS OF THE DIRECTORS A Special Resolution is required to be passed by a majority of seventy five
AND AUDITORS percent of those present and voting (including proxy votes), representing not
To receive and adopt the financial statements and the reports of direc- less than twenty five percent of the total number of votes in the Company.
tors and auditors for the year ended 31 December 2019.
Please be advised that the 2019 Annual Report can be accessed on the com-
4. DIRECTORS’ FEES pany’s website: https://rtgafrica.com/full-year-reports/, (which includes the
To approve the fees paid to the directors for the year ended 31 Decem- financial statements, Directors’ and Auditors’ Report as well as other reports)
ber 2019. shall be emailed to those shareholders whose email addresses are on record.

5. DIVIDEND By order of the board

6. DIRECTORATE
6.1 To elect the following director, Mr. Arthur Johnson Manase, who was ________________________________
coopted as a director of the company in accordance with Article 106 of NAPOLEON. K MTUKWA
the company’s articles of Association. COMPANY SECRETARY