Cables for Africa, cables for the world - ShareData · 2010. 1. 26. · Proxy information 39 A r m o u red ca bl e s CAFCA ANNUAL REPORT & ACCOUNTS 08. M e d i u m v o l t a g e X

Cables for Africa, cables for the world

08ANNUAL REPORT& ACCOUNTS

Building our portfolio for long-term growth

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Contents

Company profile 1Mission statement 2The year in brief 2Corporate governance 3Financial results 4Directors, report 5Directors 6Operations, report 10Chairman,s report 12Managing director

,s report 14

Directors, declaration 14

Independent auditors, report 15

Group proft and loss account 17

CAFCA Limited manufactures and supplies an extensive range of cables for the transmission and distribution of energy and information.

The company is part of South African-based CBI Electric - African Cables, which in turn is part of Reunert Limited.

CAFCA Limited is quoted on the Harare, Johannesburg and London stock exchanges. Established in 1947, it has been at the forefront of the cable industry in the region for more than 60 years, supplying large volumes of cable to power and telecommunication utilities as well as the mining, agricultural and industrial sectors.

COMPANY PROFILE

Balance sheet 18Group statement of changes in equity 19Group cash flow statements 19Accounting policies 20Notes to the financial statement 26Value-added statement 34Ratios and statistics 35Profit and loss account (USD) 36Group performance review 37Analysis of shareholders 38Shareholders, calendar 39Notice to members 39Proxy information 39

Armoured cables

CAFCA ANNUAL REPORT & ACCOUNTS 08

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MISSION STATEMENT

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2008 2007

Sales (Z$ Trillions) 3,322,655 -

Operating profit (Z$ Trillions) 1,712,121 -

Profit before tax (Z$ Trillions) 34,012,829 -

Attributable profit 23,512,023 -

Earnings per share (Z$) 728,625,708,885 -

HISTORICAL COST

Our business purpose is

• To be a leading manufacturer and supplier of cable and allied products for the transmission and distribution of information and energy for the Central and Southern African markets.

• To be recognised for excellence in providing qualityproducts and services that give best value to all ourcustomers and other stakeholders.

Our operating principles are:

• We consistently delight customers,• We innovate,• We achieve excellence,• We recognise suppliers as active partners in our business,• We do it right,• We keep getting better,• We respect and value each other,• We work as a team,• We ensure personal development,• We care for the environment and support the community.

OUR YEAR IN BRIEF

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CORPORATE GOVERNANCE STATEMENT

Single cores


Corporate governance Represents the means by which direction and control are applied to stewardship of an organisation

,s assets,

tangible and intangible, financial and non-financial in the pursuit and delivery of the primary objective of sustainable value creation.

EthicsDirectors, management and staff are required to maintain the highest possible standards of business ethics and accountability and appropriate disciplinary measures are in place in the event of non-conformity.

Board of directorsThe board of directors of CAFCA Limited fully supports the highest standards of corporate governance and is committed to the principles of openness, integrity and accountability in dealings with all stakeholders.

The board fully recognises its responsibilities for setting the company

,s strategic direction, providing the leadership to

put this into effect, supervising the management of the business and reporting to the shareholders on their stewardship.

The board currently consists of five non-executive directors and one executive director and the chairman is elected from among the non-executive directors.

The board meets at least four times a year. One third of the board retire by rotation at the Annual General Meeting and may offer themselves as eligible for re-election.

Following the appointment of new directors to the board, an induction programme is arranged in order to facilitate their understanding of the group.

Audit committeeThis committee has been established to help the board to discharge its responsibilities relating to the safeguarding of assets, the operation of adequate systems and controls and of adding assurance and credibility to the company

,s financial

reporting process.

The audit committee assists the board in fulfilling its responsibilities by reviewing and making recommendations on the following:

• The financial reporting process,• The systems of internal control,• The process for the management of business risks,• The audit process,• The company

,s process for monitoring compliance with

relevant laws and regulations.

The audit committee has the authority to conduct or authorise investigations into any matters within its scope of responsibilities.

The audit committee comprises no less than three non-executive directors. The board appoints committee members and the chairman of the audit committee from among its directors. The audit committee meets no less than three times a year.

3

Management reportingThe group

,s performance is monitored by

weekly and by monthly management meetings and is supported by management reporting disciplines which include the preparation of annual business plans and monthly results reported against budgets and other targets.

Operations controlsWhile operating risk can never be fully eliminated, the group endeavours to minimise it by ensuring that the appropriate infrastructure, controls, systems and people are in place throughout its business. Key policies employed in managing operating risk involve the segregation of duties, transactions and authorisations, monitoring as well as financial and managerial reporting.

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FINANCIAL RESULTS

Z$ Trillions

Profit for the year 23,512,023

Retained earnings 31 December 2007 -

Retained earnings 31 December 2008 23,512,023

HISTORIC COST

The financial statements of the group are expressed in Zimbabwe dollars:

Executive committeeThis committee consists of the management executive team, which is responsible for

implementing the board,s strategies, plans and

policies, identifying risk for the board and for safety, health, environment and other operational matters.

Risk management Effective risk management is a board responsibility and is integral to the group

,s

objective of consistently adding value to the business. Business risks have been identified and relevant strategies are in place to address them. An appropriate system is in place for monthly assessments and regular review by the board.

Aerial bundled conductor

CORPORATE GOVERNANCE STATEMENT continued

Reporting currencyThe financial reports have been prepared in Zimbabwe dollars (Z$) and amounts have been rounded off to the nearest trillion dollars, unless otherwise indicated.

CapitalAuthorised share capitalThe authorised capital remains unchanged since last year.

Issued share capitalNo ordinary shares were issued during the year. Issued share capital stands at 32,269,000 fully paid up ordinary shares of Z$0.0005 each (not revalued).

Unissued share capitalIn terms of the Articles of Association of the company, unissued shares are under the control of the directors.

Results for the yearThe results for the year are set out on pages 17 to 33

The directors have pleasure

in presenting their report

together with the financial

report of CAFCA Limited

for the year ended

31 December 2008.

DIRECTORS’ REPORT

CAFCA’s Management Execuive TeamGodfrey Mavera, Chief Engineer, Farai Mukumbira, Sales and Marketing Executive, Caroline Kangara, Finance Executive, Rob Webster, Managing Director, Dumisani Mhlanga, Manufacturing Executive and Patrick Muginyi, Human Resources Executive,


5

DIRECTORS continued


Executive director/managing directorRobert Neill Webster

B.A.cc (Natal), C.A (Z)

Appointed to the board on 11 July 2006

Rob completed his articles of clerkship with Coopers and Lybrand and left as an audit manager to join 5T Holdings as financial director. He later joined Apex Corporation as financial director and progressed to divisional executive of the foundry division. Rob was then approached by the CFI group to run Victoria Foods, which then led to promotion to divisional executive - poultry.

He joined CAFCA in 2006 as managing director.

Chairman (non-executive) Honour Piniel Mkushi

L.L.B (Hons), (London)

Appointed to the board on 1 January 1986.

Honour is an advocate of the High Court of Zimbabwe. He has been in private legal practice since 1971 and has an immaculate professional record with the Law Society of Zimbabwe.

Honour is currently a senior partner of Sawyer and Mkushi Legal Practitioners, Attorneys,Notaries and Conveyancers. Honour has experience in constitutional law includingattending, as part of the legal advisory team, the talks held in Geneva and Lancaster House,

London to negotiate Zimbabwe,s independence.

He was also a commissioner responsible for the drafting of the new constitution for Zimbabwe in 1999.

Honour chairs the boards of Standard Chartered Bank Zimbabwe Limited and Windmill (Private) Limited, among others.

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Non-executive directorSimbarashe Emanuel Mangwengwende

B.Sc. (Eng.) (Hons.) (Electrical Engineering) (University ofZimbabwe), M.Sc. (Management of Technology) (Washington University, U.S.A), F.Z.W.E.I.E., Mem. I.E.E.E.

Appointed to the board on 1 October 2006

Simbarashe retired from the Zimbabwe Electricity Supply Authority in May 2006 after over 25 years in the electricity supply industry. He joined the Harare Municipality ElectricityDepartment in 1981 before joining ZESA in 1988. He was promoted to chief executive in1992, the position he held until retirement. Simbarashe has won several honours includingBest Boss of the Year for 1998 and the I.E.E.E. Millennium Medal in 2000.

Simbarashe was a founding signatory to the establishment of the Southern African PowerPool and established Zimbabwe at the centre of the evolving Southern African Power grid. He initiated the sustainable phase of the rural electrification programme in 1997. Simbarasheis currently self employed and sits on numerous boards of public and private organisations.

Non-executive directorEdwin Tavengwa Zinyoro Chidzonga

M.A. (Accounting & Finance)UK, F.C.C.A. (UK), F.C.M.A(UK), M.I.M. (UK)

Appointed to the board on 17 February 2000

Edwin joined Minerals Marketing Corporation of Zimbabwe (MMCZ) as a financial controllerin 1983. In 1986 he was appointed managing director designate in the MMCZ European office, Zurich. In 1990, Edwin was appointed managing director of MMCZ Sales, Zurich.Between 1994 and 1995, Edwin worked as managing director of Standard CharteredFinance, Zimbabwe and between 1996 and 1997 he worked in the bank

,s London Head

Office. Between 1998 and 2000, Edwin worked mainly as a consultant before joining the Mining Industry Pension Fund where he is the chief executive officer.

Edwin sits on the boards of AIG Zimbabwe (Pvt) Ltd; Duly,s (Pvt) Ltd and Intermarket Life

Assurance Company of Zimbabwe, among other directorships.

DIRECTORS continued


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DIRECTORS continued


Non-executive directorAlvord Mabena

B. Sc. Mechanical Engineering

Appointed to the board on 19 February 1998

Alvord had 20 years, experience in the railways industry, the last 10 as chief executive of the

National Railways of Zimbabwe. He was heavily involved in the rehabilitation and upgrading of railway infrastructure and equipment.

A past president of the Zimbabwe Institute of Engineers, Alvord won the Institute of Personal Management

,Manager of the Year

, award in 1992.

A businessman and director of other companies, Alvord is currently into farming and consultancy.

Non-executive directorThomas Alexander Taylor

B.Com. (Cape Town), C.A. (Z), C.A. (SA)

Appointed to the board on 11 October 1995

Tom served his articles with Price Waterhouse where he worked in their Bulawayo, Harare and London offices. He was admitted as a partner in July 1972. Until June 1985, he was an auditpartner in Bulawayo and partner in charge of the Botswana office. He then transferred to Harare as senior partner of Price Waterhouse Central Africa (Zimbabwe, Botswana, Malawi andMozambique).

Tom retired from the firm on 30 June 1995 after having completed 10 years as a senior partner.

Currently self-employed, Tom sits on the boards of various public and private companies.

9

AuditorsPricewaterhouseCoopers have indicated their willingness to continue as the company

,s

auditors. A resolution to authorise their re-appointment will be proposed at the Annual General Meeting.

In terms of the Articles of Association of the company, one third of the directors, excluding the managing director, will retire by rotation each year.

In accordance with the Articles of Association, Mr A. Mabena and S. Mangwengwende retire by rotation.

The directors, being eligible, offer themselves for re-election.

None of the directors had any interest in the shares of the company

,s subsidiaries at any

time during the year. None of the directors had an interest in any contract of significance with the group during the year.

Employment policiesCAFCA does not discriminate on the basis of race, religion, sex or disability and is committed to providing opportunities, safe working conditions and attractive remuneration to staff.

The company endeavours to attract and retain talented and suitably qualified and experienced staff through performance-based reward systems including an incentive bonus scheme.

Corporate governanceA statement on corporate governance is set out on page 3

Senior executives The management team comprises:

Rob Webster - Managing Director

Caroline Kangara - Finance Executive

Godfrey Mavera - Chief Engineer

Patrick Muginyi - Human ResourcesExecutive

Farai Mukumbira - Sales and MarketingExecutive

Dumisani Mhlanga - Manufacturing Executive

Meetings Meetingsheld attended

H. P. Mkushi 4 4

R. N. Webster 4 4

E. T. Z. Chidzonga 4 3

A. Mabena 4 4

S. E. Mangwengwende 4 3

T. A. Taylor 4 4

Meetings of directorsThe following table sets out the number of board meetings held by CAFCA Limited during the year under review and those attended by each director.

Directors’ interestsDetails of directors’ interests in the ordinary shares of the company are shown below:

Shares held Shares held directly indirectly

H. P. Mkushi - 394,105

E. T. Z. Chidzonga 100 -

A. Mabena 100 -

T. A. Taylor 200 11,800

R. N. Webster - 6,700

DIRECTORS’ REPORT continued


10


CAFCA Limited has established a culture where all people take ownership and acknowledge their responsibility for the safety and health of everyone associated with the company

,s

operations and for the management of environment issues.

Objectives• To comply with all applicable laws, regulations and

standards for health and safety.• To comply with local laws and international standards in

respect of the environment.

MethodologyIn support of these objectives, the company aims to:• Continue a culture of continuous improvement in all

activities• Adopt a zero tolerance attitude to accidents• Continually review associated risks and act appropriately• Communicate potential risks to employees and contractors

who are trained in their individual responsibilities to minimise and, where possible, eliminate such risks.

• Ensure that all employees wear appropriate protective clothing and equipment, which is provided by thecompany.

• Conduct periodic internal and external audits of its safety,health and environmental management systems.

CAFCA Limited

acknowledges that

the management of

safety, health and

the environment is an

integral part of an

effective and

sustainable business.

.

OPERATIONS’ REPORT

Electrification done at Zimplats Mine

We have not experienced any fatalities for at least 36 years. Accidents are defined as incidents, which result in the loss of more than three man-days. The target is zero.

EnvironmentCAFCA is continuously maintaining and improving its environmental management systems.

The key environmental aspects CAFCA is concentrating on are:• Extrusion fumes• Hazardous materials

waste

• Water and energy usage• Waste batteries• Copper sludge• Used printer cartridges • Aluminium lubricant• Water usage• Cable waste

Environmental measurements are conducted on these aspects annually to ensure that they are being controlled within the laid-down limits.

SABS and internal auditors conduct external and internal audits annually respectively, to ensure full compliance with the requirements of ISO 14001 EMS standards.

CAFCA is also participating in the Workington/Southerton Environmental Cluster.It focuses on:• Waste minimisation• Pollution prevention • Efficient use of water

Year Number Percentage oftotal man days

2008 700 1,96

2007 649 1.8

2006 581 2.04

2005 501 1.5

2004 830 1.9

Lost man days (from health and absenteeism)

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Year Number of Lost Man accidents days

2008 4 71

2007 4 41

2006 0 0

2005 2 36

2004 1 13

Safety

OPERATIONS’ REPORT continued


• Continuing risk assessment is conducted,particularly on effective guarding of plant and equipment.

• Appropriate signs have been posted.• As part of their induction programme all

employees have been trained in basicsafety.

• Additional training in first aid, fire fightingand the use of specialist safety equipment is on-going.

• In-depth reviews on causes of accidentsare carried out and necessary improvements implemented to avoid a repetition.

• Benchmarking with the mining industry isregularly undertaken.

• Appropriate publicity is given.

Health • Employees have induction and annual

medicals• Occupational health risk assessments are

completed annually to identify hazards of heat, dust, noise, chemicals, metals andgasses. Necessary precautions to protectemployees are in place.

• Over the years, HIV/AIDS awareness programmes have been run and awareness posters placed on site. To date, no deaths or known HIV/AIDS related cases have been recorded at CAFCA.

• An HIV/AIDS, policy was approved by the

board in July 2004.

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OperationsSales volumes overall decreased by more than 50% due to the

reduction in toll manufacturing and exports mainly due to the

reduced demand in the South African market.

Local sales, despite a significant drop in the traditional market

sectors, only reduced by 6% resulting from a concerted drive

to convince foreign currency holders the benefit of buying

locally versus importing cable.

Maintenance of machines has been a focus to ensure that the

capacity is available should there be an upturn in the short

term. Retention of skills has strategically been directed to ensure

a minimum competency is maintained again to cater for any

possible upturn.

Utilities are being assisted to procure much needed cabling for

both power and communication transmission by entering into

barter deals with them to process their scrap or surplus copper

cables in return for new cable.

StaffThe staff in general should be commended for their loyalty and

determination to succeed where the rewards in no way

compensate for the frustration and anxiety from working in the

current environment.

Management acknowledges that the company is not meeting

staff’s expectations in terms of overall remuneration and are

grateful for the understanding shown by the staff to the financial

constraints of the company. Management is committed to

reward such sacrifice and loyalty as and when the opportunity

to do so arises.

A multi-skilling program will commence in earnest in quarter

one 2009 to ensure staff willing to be trained on multiple machines

will be rewarded for attaining such skills.

Regrettably the goodwill shown by the majority of staff has

been tainted and soured by the alarming, blatant and collusive

organised crime perpetrated by some criminal elements at

CAFCA. Part of the ring has been caught and management

commit to a relentless pursuit to ensure all the perpetrators are

brought to book.

Overview

Despite the impact of

the Global Crisis on the

international markets and

despite the local economy

virtually grinding to a halt,

the company just

managed to retain value

over the year.

Disclosed as Supplementary

Information is the hard

currency nominal and

unaudited profit and loss

account. This reflected a

profit for the year whilst the

balance sheet reflected a

slight loss in value. This

anomaly was explained by

the diminution in value of

stocks resulting from the

copper price falling from

a high of $8 800 in April

2008 to a low at year end

of $2 800.

MANAGING DIRECTOR’S REPORT


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REPORT OF THE AUDITORS


TO THE MEMBERS OF CAFCA LIMITED

We have audited the accompanying consolidated financial statements of CAFCA Limited, and its subsidiaries (the ‘Group’) and the accompanying balance sheet of CAFCA Limited (the ‘Company’) standing alone (the ‘financial statements’) set out on pages 17 to 33, which comprise the balance sheets as at 31 December 2008, and the consolidated income statement, consolidated statement of changes in equity and consolidated cash flow statement for the year then ended, and a summary of significant accounting policies and other explanatory notes.

Directors Responsibility for the Financial Statements

The Directors are responsible for the preparation and fair presentation of these financial statements in accordance with International Financial Reporting Standards and the provisions of the Zimbabwe Companies Act (Chapter 24:03) and the relevant Statutory Instruments (”SI”) (SI 33/99 and 62/99). This responsibility includes: designing, implementing and maintaining internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances.

Auditor,s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with International Standards on Auditing. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor

,s judgement,

including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal controls relevant to the entity

,s preparation and fair presentation of the financial statements in order to

design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity

,s internal control. An audit also includes

evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our adverse audit opinion on compliance with International Financial Reporting Standards and our audit opinion on compliance with the Zimbabwe Companies Act (Chapter 24:03) and the relevant Statutory Instruments (SI 33/99 and 62/99).

Basis for Adverse Opinion on Compliance with International Financial Reporting StandardsThe Zimbabwe economy is recognised as being hyperinflationary for purposes of financial reporting. As disclosed in the accounting policies note 2.1, these financial statements have not been prepared in conformity with International Financial Reporting Standards in that the requirements of International Accounting Standard (”IAS”) 29, Financial Reporting in Hyperinflationary Economies, have not been complied with. The Standard requires that financial statements that report in the currency of a hyperinflationary economy should be stated in terms of the measuring unit current at the balance sheet date.

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HISTORIC COST

2008 2007 Notes Z$ Trillions Z$ Trillions

Sales 3,322,655 -

Cost of sales (2,042,142) -

GROSS PROFIT 1,280,513 -

Other income 2 2,829,569 -

Selling and marketing expenses (80,029) -

Administration expenses (2,317,932) -

OPERATING PROFIT 1,712,121 -

Net finance income 3 32,300,708 -

PROFIT BEFORE TAXATION 34,012,829 -

Taxation 4 (10,500,806) -

NET PROFIT FOR THE YEAR 23,512,023 -

Earnings per share ($) 5 728,625,708,885


GROUP PROFIT AND LOSS ACCOUNTFor the year ended 31 December 2008

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GROUP STATEMENT OF CHANGES IN EQUITYFor the year ended 31 December 2008

HISTORIC COST

Share Share Revenuecapital premium reserves Total

Z$ Trillions Z$ Trillions Z$ Trillions Z$ Trillions

Balance at 1 January 2008 - - - -

Net profit for the year - - 23,512,023 23,512,023

Balance at 31 December 2008 - - 23,512,023 23,512,023

Balance at 1 January 2007 - - - -

Balance at 31 December 2007 - - - -

2008 2007Z$ Trillions Z$ Trillions

CASH FLOWS FROM OPERATING ACTIVITIES

Profit before taxation 34,012,829 -

Adjustments for: non-cash items - -

Operating profit before working capital changes 34,012,829 -

Increase in inventories (2,092) -

Increase in trade and other receivables (785,697) -

Increase in trade and other payables 43,104 -

Cash generated from operations 33,268,144 -

Income tax paid (725,831) -

Interest recieved (29,642) -

Net cash generated

from operating activities 32,512,671 -

CASH FLOWS FROM INVESTING ACTIVITIES

Interest received 29,642 -

Net increase in cash and equivalents 32,542,313 -

Cash and cash equivalents at beginning of year - -

Cash and cash equivalents at end of year 32,542,313 -

GROUP CASH FLOW STATEMENTFor the year ended 31 December 2008

HISTORIC COST

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ACCOUNTING POLICIES


1. General informationThe company is a public limited liability company incorporated in Zimbabwe. The company has its primary listing on the Z imbabwe S tock Exchange. These consolidated financial statements were approved for issue by the board of directors on 19 February 2009.

2. Summary of significant accounting policiesThe principal accounting policies of the group, which are set out below, are consistent with those applied in the previous year and have been followed in all material respects, and except where set out below, conform to International Financial Reporting Standards.

2.1Basis of preparationThe financial statements have been prepared in accordance with the International Financial Reporting Standards (IFRS), except for non compliance with IAS 29: ‘Financial Reporting Hyperinflationary Economies’. The financial statements are based on the historical cost convention. The historical cost financial statements are presented in compliance with the requirements of the Companies Act (Chapter 24:03).

Inflation adjustmentsInternational Accounting Standard 29 ‘Financial Reporting in Hyperinflationary Economies’ requires that Financial Statements prepared in the currency of a hyperinflationary economy be stated in terms of a measuring unit current at the year-end , and that corresponding figures for previous periods be stated in the same terms. At the time of producing these financial statements, the Central Statistical Office (CSO) had not released consumer price indices, for August 2008 onwards. Further, due to the existence of multiple economic factors and market distortions which are pervasive to the Zimbabwean economic environment, inflation cannot be reliably measured by other means. As a result, inflation adjusted financialstatements have not been produced.

2.2Limitations of financial reporting in thegeneral environment

The uncertainties in the adverse Zimbabwean economic environment during the year 2008 have resulted in limitations in financial reporting. Management is unable to predict the extent, severity or duration of the current economic difficulties or their impact on the future operations of the Group. These uncertainties include:

Non availability of official indicesInflation indices have not been published since July 2008. Estimates by economists are wide ranging between trillions and quadrillions. The use of foreign currency and multiple pricing also distorts the process of measuring inflation. In these circumstances, inflation adjusted financial statements are not prepared as required by the International Accounting Standards (”IAS”) 29: ‘Financial Reporting in Hyperinflationary Economies’.

Measurement of transactionsThe measurement of transactions in local currency was dependent on the mode of settlement. As a result, there may be significant variations in the valuations of assets and liabilities. Accordingly, such valuations may be inherently unreliable.

Multiple exchange rates - There were various rates applicable which varied significantly (for instance during the year under review the market “crash” exchange rate was less than 1% of the market “cheque” exchange rate or the “United Nations” exchange rate). If a transaction occurs at more than one rate and is recorded at its normal value, this may resultin distortions in financial reporting;

Dollarization - The introduction of licensed operations in foreign currency in the country and “basing” of most other transactions in foreign currency for most of the non-licensed operators, created challenges for the Group in determining its functional currency (as

21


ACCOUNTING POLICIES continued

between the local currency and a foreign currency) in the latter part of 2008. As a result of these uncertainties and inherent limitations, caution is advised on the use of these financial statements for decision making purposes.

2.3ConsolidationSubsidiaries are all entities (including special purpose entities) over which the group has the power to govern the financial and operating pol ic ies general ly accompanying a shareholding of more than one half of the voting rights. The existence and effect of the potential voting rights that are currently exercisable or convertible are considered when assessing whether the group controls another entity.

Subsidiaries are fully consolidated from the date on which control is transferred to the group. They are de-consolidated from the date that control ceases. The purchase method of accounting is used to account for the acquisition of subsidiaries by the group. The cost of an acquisition is measured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the acquisition. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date, irrespective of the extent of any minority interest. The excess of the cost of acquisition over the fair value of the group’s share of the identifiable net assets acquired is recorded as goodwill. If the cost of acquisition is less than the fair value of the net of the subsidiary acquired, the difference is recognised directly in the income statement. Inter-company transactions, balances and unrealised gains on transactions, between group companies are eliminated. Unrealised losses are also eliminated but considered an impairment indicator of the asset transferred. Accounting policies of subsidiaries have been

changed where necessary to ensure consistency with the policies adopted by the Group.

2.4 Segment reportingA business segment is a group of assets and operations engaged in providing products or services that are subject to risks and returns that are different from those of other business segments. A geographical segment is engaged in providing products or services within a particular economic environment that is subject to risks and returns that are different from those segments operating in other economic environments. No segmental analysis is given as the group operates in oneindustry and one geographical region.

2.5 Foreign currenciesa) Functional and presentation currencyItems included in the financial statements of each entity in the group are measured using the currency of the primary economic environment in which the entity operates (“the functional currency”). The consolidated financial statements are presented in Zimbabwe dollars, which is the group’sfunctional and presentation currency.

b) Transaction and balancesForeign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and

%

Freehold land Nil

Buildings 40 years

Plant and equipment 10 years

Other 3 to 10 years



22

losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in the foreign currencies are recognised in the income statement.

c) Redenomination of currencyWith effect from 1 August 2008, the Reserve Bank of Zimbabwe re-denominated the Z imbabwean dol lar by a factor of 1:10,000,000,000, i.e. 10 zeros were removed from all monetary values. With effect from the same date the Reserve Bank of Zimbabwe issued a new currency which carries the same name of ‘dollar’ as of that of the old currency. All amounts in the current and comparative accounting period have been restated in the new Zimbabwean Dollar.

d) Exchange ratesIt is the view of the Directors that the foreign currency denominated balances and transactions to Zimbabwe Dollars should be based on an exchange rate that is aligned to the market forces and fairly presents the fair value of the balances and transactions when translated. It should be emphasised that the policy is for fair presentation purposes. In applying this policy, foreign currency denominated transactions during the period and balances at year-end translated at a market rate.

2.6 Property, plant and equipmentAll property, plant and equipment are stated at historic cost less deprecation.

Subsequent costs are included in an asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. The carrying amount of the replaced part is derecognised. All other repairs and maintenance are charged to the income statement during the financial period in which they are incurred.

Depreciation is calculated on the straight-line method to write off the cost of each asset to its residual value over the estimated useful life as follows:

Land is not depreciated as it is deemed to have an indefinite life.

The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at each balance sheet date.

Where the carrying amount of an asset is greater than its estimated recoverable amount, it is written down immediately to its recoverable amount.

Gains and losses on disposal of property, plant and equipment are determined by reference to their carrying amount and are taken intoaccount in determining operating profit.

Interest costs on borrowings to finance the construction of property, plant and equipment are capitalised during the period of time that is required to complete and prepare for their intended use, as part of the cost of the asset. The other borrowing costs are expensed.

2.7 Impairment of non-financial assetsAssets that have an indefinite useful life are not subject to amortisation and are tested annually for impairment. Assets that are subject to amortisation are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable



23

amount. The recoverable amount is the higher of an asset’s fair value less costs to sell and value in use. For purposes of assessing impairment, assets are grouped at the lowest levels for which there are separate identifiable cash flows (cash-generating units). Non-financial assets other than goodwill that suffered an impairment are reviewed for possible reversal of the impairment at each reporting date.

2.8 Financial assetsThe group classifies its financial assets in the following categories: at fair value through profit or loss, loans and receivables and available for sale. The classification depends on the purposes for which the financial assets were acquired. Management determines the classification of its financial assets at initial recognition and re-evaluates this designation at every reporting date.

(a) Financial assets at fair value through profit or loss

This category has two sub-categories: “financial assets held for trading” and those designated at fair value through profit or loss at inception. A financial asset is classified in this category if acquired principally for the purpose of selling in the short term or if so designated by management. Assets in this category are classified as current assets if they are either held for trading or are expected to be realised within 12 months of the balance sheet date.

(b) Loans and receivablesLoans and receivable are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They are included in current assets, except for maturities greater than 12 months after the balance sheet date. These are classified as non-current assets. Loans and receivables are classified as “trade and otherreceivables” in the balance sheet.

c) Available-for-sale financial assetsAvailable-for-sale financial assets are non-derivatives that are either designated in this category or not classified in any of the other categories. They are included in non-current assets unless management intends to dispose of the investment within 12 months of the balance sheet date.

2.9 InventoriesInventories are stated at the lower of cost and net realisable value. Cost is determined using the first in, first out (FIFO) method. The cost of finished goods and work in progress comprises raw materials, direct labour, other direct costs and related production overheads but excludes borrowing costs. Net realisable value is the estimate of the selling price in the ordinary course of business, less the costs of completion and selling expenses.

2.10 Trade receivablesTrade receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective rate method, less provision for impairment. A provision for impairment of trade receivables is established when there is objective evidence that the group will not be able to collect all amounts due according to the original terms of receivables. The amount of the provision is the difference between the asset’s carrying amount and the present value of the estimated future cash flows, discounted at effective interest rates. The amount of the loss is recognised in the income statement .

2.11 Cash and cash equivalentsCash and cash equivalents comprise cash on hand, deposits held at call with banks, other short-term, highly liquid investments with original maturities of three months or less and bank overdrafts. Bank overdrafts are included in borrowings in current liabilities on the balance sheet.



24

Employee entitlements to annual leave and long service leave are recognised when they accrue to employees.A provision is made for the estimated liability for annual leave as a result of services rendered by employees up to balance sheet date.

2.16 Revenue recognitionRevenue comprises the fair value of the consideration received or receivable for the sale of goods and services, in the ordinary course of the group’s activities. Revenue is shown net of value-added tax, returns, rebates and discounts. The group recognises revenue when the amount of revenue can be reliably measured, it is probable that further economic benefits will flow to the entity and specific criteria have been met for each of the group’s activities as described below.

(a) Sales of goods-wholesaleSale of goods is recognised when the group delivers or ships goods to the customer, the customer has accepted the products and collectibility of the related receivable is reasonably assured.

(b) Sale of goods-retailSale of goods is recognised when the group sells goods to the customer.

(c) Interest incomeInterest income is recognised on a time-proportionate basis, using the effective interest rate method. When a receivable is impaired, the group reduces the carrying amount to its recoverable amount, being the estimated future cash flow discounted at the original effective interest rate of the instrument, and continues unwinding the discount as interest income.

(d) Dividend incomeDividend income is recognised when the right to receive payment is established.

2.12 Share capitalOrdinary shares are classified as equity.Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds.

2.13 BorrowingsBorrowings are recognised initially at fair value, net of transaction costs incurred. Borrowings are subsequently stated at amortised costs; any difference between proceeds (net of transaction costs) and the redemption value is recognised in the income statement over the period of the borrowings using the effective interest rate. Borrowings are classified as current liabilities unless the group has an unconditional right to defer settlement of the liability for at least 12 months after the balance sheet date.

2.14 Deferred income taxDeferred income tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the balance sheet date and are expected to apply when related deferred income tax is realised or the deferred income tax is settled. Deferred income tax assets are recognised to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilised.

2.15 ProvisionsProvisions are recognised when the group has a present legal or constructive obligation as a result of past events and it is probable that an outflow of resources embodying economic benefits will be required if the amount of the obligation can be made.



25

2.17 Dividend distributionDividend distribution to the company’s shareholders is recognised as a liability in the group’s financial statement for the period in which the dividends are approved by the company’s shareholders.

2.18 Employee benefits(a) Pension obligationsThe group operates a defined contribution plan, the assets of which are held in a separate self-administered fund. The pension plans are generally funded by payments from the group and employees and by taking account of the recommendations of independent actuaries. The group has no further payment obligations once the contributions have been paid. The contributions are recognised as an asset to the extent that a cash refund or reduction in the future payments is available.

(b) Termination benefitsTermination benefits are payable when employment is terminated by the group before the normal retirement date, or whenever an employee accepts voluntary redundancy in exchange for these benefits. The group recognises termination benefits when it is demonstrably committed to either: terminating the employment of current employees according to a detailed formal plan without possibility of withdrawal; or providing termination benefits as a result of an offer made to encourage voluntary redundancy. Benefits falling due more than 12 months after the balance sheet date are discounted to present value.


NOTES TO THE FINANCIAL STATEMENTSFor the year ended 31 December 2008

26

HISTORIC COST

2008 2007

1. EXPENSES BY NATURE

Changes in inventories of finished

goods and work in progress 2,092 -

Raw materials and consumables used 1,324,129 -

Employee benefits expense;-

- Wages and salaries non-executive 25,199 -

- Wages and salaries-executive 625,041 -

- Solical security 380 -

- Pensions costs 4,481 -

Selling and marketing expenses 80,029 -

Travelling 255,160 -

Repairs and maintenance 545,411 -

Security 669,813 -

Directors' emoluments

- Fees 29,150 -

- Other 208,347 -

Other expenses 670,898 -

Total cost of sales selling and marketing

expenses and administrative expenses 4,440,130

2. OTHER INCOME

Foreign exchange gains 2,829,559 -

Other 10 -

2,829,569 -

GROUP

27

2008 2007 Z$ Trillions Z$ Trillions

3. NET FINANCE INCOME

Foreign exchange differences 32,271,065 -

Interest received 29,643 -

32,300,708 -

4. TAXATION

Current income tax (including levies) 10,419,144 -

Deferred tax charge 81,662 -

10,500,806 -

Reconciliation of rate of taxation % %

Standard rate 30.9 30.9

Expenses not deducted for tax purposes - (0.1)

Effective rate 30.9 30.8

5. EARNINGS PER SHARE

Calculation of earnings per share (basic and diluted)

is based on the profit attributable to ordinary

shareholders of Z$Trillions 23,512,023 and on 32,269,000

ordinary shares in issue as at 31 December 2008


NOTES TO THE FINANCIAL STATEMENTS continued

For the year ended 31 December 2008

HISTORIC COST

GROUP

28





6. INVENTORIES

Raw materials and consumables 2,065 -

Work in progress 2 -

Finished stock 25 -

2,092 -

Cost of inventories recognised as

and expense included in cost of sales 405 -

7. TRADE AND OTHER RECEIVABLES

Trade 358,615 -

Other 623,689 -

982,304 -

8. CASH AND CASH EQUIVALENTS

Cash at bank 32,542,313 -

9. SHARE CAPITAL

Authorised

100,000 5.5% cumulative preference

shares of $0.002 (not revalued) each - -

50,000,000 ordinary shares of

$0.0005 (not revalued) each - -

Issued and fully paid up

32,269,000 ordinary shares of

$0.0005 (not revalued) each - -

The unissued share capital is under the

indefinite control of the directors subject to

the limitations of the Companies Act and the

Zimbabwe Stock Exchange regulations

HISTORIC COST

GROUP

29




HISTORIC COST

GROUP


10. DEFERRED TAXATION

At beginnning of year - -

Charge to income statement (note 4) 81,662 -

At end of year 81,662 -

At 1 Charge to At 31January income December

2008 statement 2008Z$ Trillions Z$ Trillions Z$ Trillions

Deferred income tax asset

Other temporary tax differences - 81,662 81,662

2008 2007Z$ Trillions Z$ Trillions

11. TRADE AND OTHER PAYABLES

Trade - -

Other 43,104 -

43,104 -

12. BORROWING POWERS

Maximum permitted borrowings in terms of

the company's articles of association

(50% of shareholders funds) 697,866 -

Borrowngs at year end - -

HISTORIC COST

GROUP

30




13. CAPITAL COMMITMENTS

As at 31 December 2008 there were no capital commitments authorised or contracted for.

14. CONTIGENT LIABILITIES

As at 31 December 2008 there were no contigent liabilities.

15. PENSIONS

CAFCA Pension Fund

The group provides for pensions on retirement of all employees by means of a self-administered

defined contribution pension fund. Contributions are made by both the group and

employees at rate of 11.5% and 7% respectivley. All employees, including working directors,

on the full-time permanent staff of the employer, are eligible to be members of the fund.

National Social Security Authority Scheme

The group and its employees contribute to the National Social Security Authority Scheme.

This is a social security scheme which was promulagated under the National Social Security

Act. The group's obligations under the scheme are limited to specific contributions as legislated

from time to time.


Contributions recognised as an expense

for the year are:

CAFCA Pension Fund 4,481 -

NSSA scheme 380 -

4,861 -

HISTORIC COST

GROUP


16. RELATED PARTY TRANSACTIONS

(i) Sales during the year to the holding company,

CBI Electric - African Cables Limited - -

The above trasactions were on an arm's

length basis

The figures are reading nil due to revaluationof the local currency

(ii) Remuneration to key management: 318,771 -

(iii) There were no loans made to directors or

management of the company

17. SEGMENTAL ANAYSISNo segmental analysis is given as the group operates in one industry sector and one geographical location.

31




HISHISTORIC COST

GROUP

32




18. FINANCIAL RISK MANAGEMENTExposure to credit, interest rates, liquidity and currency risk arises in the normal course of thegroup's business. In Zimbabwe, the group is unable to use derivative financial instruments to reduce the exposure to fluctuations in foreign exchange rates and interest rates; howeverthe following procedures are in place in order to minimize these risks:

(a) Market risk

(i) Foreign exchange risk The group is exposed to foreign currency risk on purchases that are denominated in a currency other than the Zimbabwe dollar. The currencies that give rise to this risk are the United Statesdollar and the South African Rand.

The group is unable to use forward exchange contracts to hedge this risk but ensures thatexposure is kept to an acceptable level by buying foreign currencies at the spot rate andpaying creditors as soon as practicable to address the risk and also by generating foreigncurrency through export sales.

(ii) Price riskThe group is not exposed to equity security price risk, as it does not hold investments in equities. The group is also not exposed to commodity price risk.

(iii) Cash flow and fair value interest rate riskThe group’s interest rate risk arises from short-term borrowings. The group has no borrowings issued at variable rates and is therefore not exposed to cash flow interest rate risk. Borrowings issued at fixed rates expose the group to fair value interest rate risk.

The group manages fair value interest rate through the active management of its gearingposition in addition to obtaining borrowings from least costly sources.

(b) Credit riskManagement has a credit policy in place and the exposure to credit risk is monitored on anongoing basis. Credit evaluations are performed on all customers requiring credit over acertain limit and it is group policy to ensure that wholesale sales of products are made tocustomers with appropriate credit history.

(c) Liquidity riskPrudent liquidity risk management implies maintaining sufficient cash, the availability of funding through an adequate amount of committed credit facilities and the ability to close out market positions. The group aims to mitigate against any liquidity risk by maintainingflexibility in funding by keeping committed credit lines.

33




19. CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTSEstimates and judgments are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances

Critical accounting estimates and assumptionsThe group makes estimates and assumptions concerning the future. The resulting accountingestimates will, by definition, rarely equal the related actual results. The estimates andassumptions, that have significant risk of causing a material adjustment to the carryingamounts of assets and liabilities within the next financial year, are outlined below.

(a) Income taxesSignificant judgment is required in determining the provision for income taxes. There are manytransactions and calculations for which the ultimate tax determination is uncertain during theordinary course of business. The group recognises liabilities for anticipated tax audit issues, based on estimates of whether additional taxes will be due. Where the final tax outcome of thesematters is different from the amounts that were initially recorded, such differences will impactthe income tax and deferred tax provisions in the period in which such determination is made.

(b) Useful lives of property, plant and equipmentThe group’s management determines the estimated useful lives and related depreciationcharges for its property, plant and equipment. This estimate is based on projected lives of these assets. Management will increase the depreciation charge where useful lives are less thanprevious estimates, or it will write off or write down technically obsolete or non-strategic assetsthat have been abandoned or sold.

(c) Going concernDespite the challenging operating environment, and after the assesment of going concern, the Directors believe the Group will continue to operate for the forseeable future. Strategies havebeen put in place to mitigate the challenges the Group is facing and the Groups ability to pay its maturing obligations.

(d) Fair valuesThe Group makes estimates and judgements in the valuation of financial and non financial assets. The Group may rely on independent opinions of experts in the related fields.

20. POST BALANCE SHEET EVENTS - OPERATING ENVIRONMENTDuring the period under review the Zimbabwe operating environment continued to deteriorate, driven by chronic levels of hyperinflation, multiple and distorted interest rates and exchangerates, distorted pricing mechanisms, a fast deteriorating local currency unit, and other significant market distortions. The Group’s operations have, therefore, been significantly affected, and may continue to be affected, by these conditions.

Given the developments subsequent to the year end with the deregulation of foreign currency transactions, and the effective ‘dollarisation’ of the economy, the functional and presention

currency of the financial statements for the year ended 31 December 2009 is likely to be United States dollars.

Having assessed the Group’s ability to continue as a going concern, the Directors believe that, despite the challenging operating environment, the Group will continue to operate for theforeseeable future. Management strategies have been put in place to mitigate the challengesthe group is facing and the group’s ability to pay its maturing obligations.

HISTORIC COST

GROUP

2008 % 2007 % Z$ Trillions Z$ Trillions

Wealth created:

Sales 3,322,655 10 - -

Other income 31,301,267 92 - -

Less: bought in materials (545,992) (2) - -

Value added by the group 34,077,930 100 - -

Wealth distribution and retained:

To employees: remuneration

and benefits 655,101 2 - -

To government: taxation 10,500,806 31 -

Retained 23,512,023 67 - -

34,077,930 100 - -


VALUE ADDED STATEMENTFor the year ended 31 December 2008

34

35


RATIOS AND STATISTICS

2008 2007 2006 2005 2004

Based on Z$ historic cost

Share Performance

Number of issued shares (000) 32,269 32,269 32,269 32,269 32,269

Attributable earnings per share $ 728,625,708,885 - - - -

Headline earnings per share $ 728,625,708,885 - - - -

Price earnings ratio % 0.04 - - - -

Net asset value per share 728,625,708,885 - - - -

Market capitalisation ($ Trillions) 322,690,000,000 - - - -

Market pice per share

Price at year end ($ Trillions) 10,000 - - - -

Ratios and returns

Profitability (%)

Operating margin 52 55 64.00 54 (0.49)

Return on equity 100 99.9 96.10 90.3 (102.5)

Income after tax to capital employed 100 99.9 96.10 90.3 (102.5)

Solvency

Financial gearing ratio (%) - - - - -

Interest cover (times) - 11.41 144.4 - 89

Total interest bearing debt to

shareholder's funds (%) - 26 - - -

Total liabilities to shareholders' funds (%) 43 177.87 395.5 489.9 89

Liquidity

Current assets to interest-free liabilities and

short-term borrowings - 1.23 1.25 1.26 210

Productivity

Turnover per employee ($ Trillions) 22,151 - - - -

Turnover to payroll (times) 5.07 7.62 20.47 14.92 6.2

Shareholders funds to turnover (%) 708 41.47 16.59 14.9 10.8

Other

Number of employees 150 142 122 117 119

Number of shareholders 317 289 282 268 324

36


SUPPLEMENTARY FINANCIAL INFORMATION (USD)

2008 2007

Income statement

Sales 4,115,085 5,499,392

Domestic 3,502,975 4,281,202

Export 612,110 1,218,190

Operating Profit 599,800 1,172,196

Net Finance cost (117,254) (60,707)

Profit Before Taxation 482,546 1,111,489

Taxation (10,926) (789,706)

Profit After Taxation 471,620 321,783

Issued Ordinary Shares 32,269,000 32,269,000

Basic Earnings per share (cents) 1.50 1.00

Headline Earnings per share (cents) 1.50 1.00

Balance sheet

Non Current Assets 3,205,894 3,119,714

Available for Sale Assets 0 103,000

Inventory 1,766,071 2,094,947

Accounts Receivable 275,933 382,751

Deferred Tax Asset 0 13,698

Cash 46,172 22,210

Total Assets 5,294,070 5,736,320

Shareholders' Funds 5,211,449 5,392,632

Current Liabilities 82,621 284,477

Short term Debt 0 59,211

Totall Equity and Liabilities 5,294,070 5,736,320


GROUP PERFORMANCE REVIEW

37

2008 2007 2006 2005 2004

METAL SALES (tonnes) 508 1114 502 1779 1169

FINANCIAL

Turnover 3,322,655 - - - -

Copper products 3,256,202 - - - -

Aluminium products 66,453 - - - -

Exports - - - - -

Profit before tax 34,012,829 - - - -

Profit attributable to shareholders 23,512,023 - - - -

Dividend - - - -

Capital expenditure - - - - -

Assets employed 23,512,023 - - - -

Shareholders' funds 23,512,023 - - - -

People

Number employed at year end 150 142 122 117 119

Remuneration and benefits 655,101 - - - -

HISTORIC COST

GROUP

38


ANALYSIS OF SHAREHOLDERS

Top 20 Shareholders as at 31 December 2008

Shareholder's name Number of Shares % of Total

CBI-Electric African Cables 23,078,424 71.52

Messina Investments Limited 2,100,445 6.51

Edwards Nominees (Private) Limited 1,328,737 4.12

London Register 867,318 2.69

Johannesburg Register 467,407 1.45

Radia Prakash 433,959 1.34

Purpose Nominees (Private) Limited 376,679 1.17

Scainflow Investments (Private) Limited 306,540 0.95

Farm and Trade (Private) Limited 247,450 0.77

E.F.E Securities Nominees (Private) Limited 217,232 0.67

ZABG Asset Managers Nominees (Private) Limited 168,036 0.52

Stephenson P.H 130,000 0.40

Fredex Financial Services (Private) Limited 125,926 0.39

Gezmark Investments (Private) Limited 121,003 0.37

Macelink Investments (Private) Limited 103,010 0.32

Alpha Asset Mgt Niminees (Private) Limited 101,089 0.31

Armada (Private) Limited 100,400 0.31

Patsanza Lambert 92,424 0.29

Avenell Investments (Private) Limited 91,207 0.28

MMC Nominees (Private) Limited 90,801 0.28

Top 20 30,548,087 94.67

Others 1,720,913 5.33

32,269,000 100.00

Analysis of shareholding

Range Number of Percentage Number of Percentageshareholders shares

1-500 31 8.36 20,741.00 0.06

501-1 000 168 45.28 44,961.00 0.14

1 001-5 000 31 8.36 257,058.00 0.80

5 001-10 000 74 19.95 219,525.00 0.68

10 001-50 000 42 11.32 862,249.00 2.67

50 001-10 000 8 2.16 590,811.00 1.83

100 001 and above 17 4.58 30,273,655 93.82

371 100.00 32,269,000 100.00


SHAREHOLDERS CALENDAR 2008-2009

39

2008Annual report distributed April 2009 2009 results announced February 2010 63rd Annual General Meeting May 2009 2009 Annual report April 2010 2009 half-year results announced August 2009 64th Annual General Meeting May 2010

Dividend dates: Nil

Notice is hereby given that the 63rd annual general meeting of the members of CAFCA Limited will be held in the boardroom at the company’s registered office at 54 Lytton Road, Workington, Harare, at 12.00 noon on Thursday 21 May 2009 for the following purposes:

1. To receive and consider the directors’ report, audited financial statements and the report of the auditors for the year ended 31 December 2008.

2. To appoint Messrs PricewaterhouseCoopers as auditors for the ensuing year.3. To approve the audit fees for the year.4. To re-elect as directors A. Mabena and S.E. Mangwengwende

Notes1. A member entitled to vote at the above meeting may appoint one or more proxies as alternate or aternates to

atend the meeting, to vote and speak in the member’s stead.

A proxy need not be a member

2. Proxy forms must be lodged with the company secretary at least 48 hours before the commencement of the meeting.

3. For further information on voting procedures, see the notes on the proxy information sheet.

Proxy information

1. A member of CAFCA Limited who is entitled to attend and cast a vote at a general meeting of the company may:• Vote personally at the meeting or• Appoint:

- not more than two proxies,- an attorney, or- in case of a body corporate, a corporate representative to attend the meeting.

2. A proxy need not be a member of CAFCA Limited

3. When more than one proxy is appointed, each proxy must be appointed to represent a stated proportion of the member’s voting rights. If no proportion is specified, the appointment is of no effect

4. Unless the member specifically directs the proxy how to vote, the proxy may either vote as he/she things fit, or abstain from voting

5. Where the member is a natural person, the proxy form must be signed either by the member personally or by a duly appointed attorney.

6. If an attorney signs the proxy form on behalf of a member, the relevant power of attorney or the authority under which it issigned, or a certified copy thereof must be deposited together with the proxy form at the company’s registered offices.

7. Where a member is a body corporate, the proxy must be executed in accordance with the laws of the country of incorporation and in terms of the Memorandum and Articles of Association of the corporation.

8. Any person who is a join holder of shares may appoint a proxy and, if more than one of the joint holders appoints a proxy orseeks to vote personally at the meeting, then the person whose name stands first on the register shall alone be entitled to vote.

9. In the case of joint holders of shares, all holders must sign the proxy form.

10. The proxy form must be received by the company secretary NOT LATER THAN forty-eight (48) hours before the scheduled time of the annual general meeting.

NOTICE TO SHAREHOLDERS

Documents

Cables for Africa, cables for the world - ShareData · 2010. 1. 26. · Proxy information 39 A r m o u red ca bl e s CAFCA ANNUAL REPORT & ACCOUNTS 08. M e d i u m v o l t a g e X