Padenga Holdings – Circular to Shareholders

Padenga Holdings Limited (PHL.vx) 2023 Circular

Relating to and seeking approvals for:

The scheme of reconstruction and restructuring of Padenga Holdings Limited to be achieved by way of a share swap through the acquisition by Padenga Holdings Limited of 8,982 Dallaglio Investments (Private) Limited shares, representing 49.9% equity shareholding in Dallaglio Investments (Private) Limited in exchange for an issuance of 253,003,361 Padenga Holdings Limited ordinary shares listed on the Victoria Falls Stock Exchange and incorporating

NOTICE OF AN EXTRAORDINARY GENERAL MEETING

Notice of an Extraordinary General Meeting of the members of Padenga Holdings Limited, to be held physically at the Royal Harare Golf Club, situated at 5th Street Extension, and virtually by electronic means via the link, “https://escrowagm.com/eagmZim/Login.aspx” on Wednesday, 16 August 2023, at 1000 hours, which notice was published on Wednesday, 26 July 2023 in accordance with the Listings Requirements of the Victoria Falls Stock Exchange and the Companies and Other Business Entities Act (Chapter 24:31) of Zimbabwe, as set out at the end of this Document. Shareholders are asked to complete and return the attached form of proxy in accordance with the instructions printed thereon, as soon as possible, but not later than 1600 hours, on Thursday, 10 August 2023. This Circular is neither a prospectus nor an invitation to the public to subscribe for shares in the Company but is issued in compliance with the Listings Requirements of the Victoria Falls Stock Exchange, for the purpose of giving information to the public with regard to the Transaction as more fully set out in this Circular. The Circular is only available in English. Additional copies of this Circular may be obtained from the Company Secretary at the Registered Office of Padenga Holdings Limited or Imara Edwards Securities (Private) Limited.

Date of issue of this document: Wednesday, 26 July 2023