NOTICE IS HEREBY GIVEN THAT, the First Annual General Meeting of members will be held at the Sango Conference Centre at Cresta Lodge Harare, Corner of Samora Machel Avenue & Robert Mugabe Road, Harare, on 30 October 2019 at 10.00am, for the purpose of transacting the following business:

Ordinary Business

To consider and transact the following business:

1. Directorate
1.1To note the retirement of Mrs. Tracy Mpofu as Chairperson of the Board of Directors of the Company and Non-Executive Director and the retirement of Messrs Strive Masiyiwa and Douglas Mboweni as Directors of the Company with effect from the end of the Annual General Meeting on 30 October 2019.
1.2To re-elect as Directors by separate Resolution in respect of each of them in terms of section 174 of the Zimbabwe Companies Act (Chapter 24:03) – M. Bennett, Z. Dillon, E. T. Masiyiwa, D. Mandivenga, H. Pemhiwa, and S.G. Shereni, who are retiring from office in terms of section 90 of the First Schedule of the Zimbabwe Companies Act (Chapter 24:03) and, the same directors being eligible, having offered themselves for re-election.
1.3To elect each of Messrs Dominic Musengi and Christopher Maswi by separate resolutions who, having been appointed by the Directors during the year, and being eligible, have offered themselves for election upon retiring at the forthcoming Annual General Meeting in terms of Article 89.2 of the Articles of Association.
2. Financial Statements
2.1To consider, and if deemed fit, to adopt with or without amendments, the financial statements for the 4 months ended 28 February 2019 together with the reports of the Directors and Auditors thereon.
3. Remuneration of Directors
3.1To consider, and if deemed fit, to approve the Directors’ remuneration for the 4 months ended 28 February 2019, amounting to Z$108,729.
4. Auditors’ Remuneration
4.1To consider, and if deemed fit, to approve the Auditors’ remuneration for the 4 months ended 28 February 2019 amounting to Z$608,622.
5. Re-Appointment of Auditors
5.1To consider, and if deemed fit, to re-appoint Messrs. Deloitte & Touche of Harare as Auditors of the Company for the ensuing year until the conclusion of the next Annual General Meeting.

6.

Special Business

To consider and if deemed fit, to pass the following Special Resolutions with, or without amendment:

6.1 Share redenomination
6.1.1That the Company, as provided for in terms of section 87(c) of the Companies Act (Chapter 24:03), redenominates the par value of authorized share capital, comprising both issued and unissued ordinary shares, from United States Dollar (US$) 0.001 to Zimbabwe Dollar (Z$) 0.001, following the promulgation of Statutory Instrument (SI) 142 of 2019 on the 24th of June 2019 which presented the Zimbabwe dollar as the sole legal tender in Zimbabwe.
6.2 Share buyback
6.2.1That the members authorize the Company in advance, to undertake in terms of section 79 of the Companies Act (Chapter 24:03), section 145 of the Zimbabwe Stock Exchange (ZSE) Listing Requirements and as duly authorized by Article 10 of its Articl