NOTICE IS HEREBY GIVEN that the Annual General Meeting of Simbisa Brands Limited (the ‘Company’) will be held on the 21st of November 2025 at 08:15hrs, at the Standards Association of Zimbabwe, Northend Close, Borrowdale, Harare, as well as virtually on https://escrowagm.com/eagmZim/Login.aspx to transact the following ordinary and special business:
Ordinary Business
1. Financial Statements
1.1 To receive and approve the Audited Financial Statements and the Reports of the Directors and Auditors for the twelve-month period ended 30 June 2025.
2 Board and Directors matters
2.1 To ratify the appointment of the following:
2.1.1. Mr. David Mudzengi as an Executive Director, appointed to the Board of Directors effective 1 February 2025.
David is a Chartered Accountant with 17 years’ experience in financial reporting, corporate finance, management accounting and risk management. He holds a B.Com (Hons) in Accounting from the National University of Science and Technology. His career has included senior roles such as Finance Director of Bakers Inn Sales & Distribution, CFO of Ecocash Holdings, Finance Executive at First Mutual Health and Senior Advisor at Ernst & Young. He has led corporate restructurings, developed fintech and insurtech models and overseen multimillion-dollar transactions across the insurance, health and asset management sectors.
2.1.2. Mrs. Thembiwe Mazingi as a Non-Executive Director, appointed to the Board of Directors effective 1 July 2025.
Thembiwe is a Senior Partner at Coghlan, Welsh & Guest with over 40 years’ experience in private practice. She specialises in corporate and commercial law, taxation, property, trusts, intellectual property and regulatory compliance. She holds LLB, BL and MBA degrees from the University of Zimbabwe and advanced postgraduate qualifications in taxation and international tax law from UNISA and the International Bureau of Fiscal Documentation (Amsterdam). She serves on the boards of Axia Corporation Limited, African Century Limited and Proplastics Limited, where she contributes to Audit, HR, Credit, Compliance and Risk Committees. She is a member of the Law Society of Zimbabwe, the International Bar Association and the International Fiscal Association.
2.2. To elect, each by separate resolution, the Directors retiring by rotation in terms of Article 104 of the Articles of Association of the Company. Messrs. Zed Koudounaris and Amit Gupta retire by rotation and being eligible offer themselves for re-election.
2.2.1. Zed Koudounaris is a founding shareholder of Innscor Africa Limited, and was key in the creation and success of the then Innscor core fast food brands. He has been on the board of Simbisa Brands Limited since its inception and demerger from Innscor. He is active in pursuing growth opportunities within the Group.
2.2.2. Amit is a Chartered Accountant and law graduate from India with 18 years’ experience in audit, tax advisory, litigation, mergers and acquisitions and international tax structuring. He has worked with the Big Four Accounting firms and later served as a Senior Executive at Abax Corporate Services. He now runs his own advisory firm, AMG Services Limited, focused on business consulting, tax and legal structuring. He also serves as an Independent Director on the boards of several large companies and funds.
2.3. To approve fees accrued to Directors for the twelve-month period ended 30 June 2025, in the amount of USD 453 377-00.
2.4. To approve borrowings for the year ended 30 June 2025.
3. Audit matters
3.1. To approve the remuneration of the Independent Auditors for the twelve-month period ended 30 June 2025, in the amount of USD 303 991-00.
3.2. To reappoint BDO Zimbabwe Chartered Accountants as the Auditors of the Company for the ensuing year. BDO Zimbabwe Chartered Accountants have just completed their second year as Independent Auditors of the Company and have indicated their willingness to continue in that capacity.
Special Business
4. Share Buy-back
To consider and if deemed fit, to pass with or without modifications, the following special resolution: “That the Company authorizes in advance, in terms of section 129 of the Companies and Other Business Entities Act and the Victoria Falls Stock Exchange (VFEX) Listing requirements, the purchase by the Company of its own shares upon such terms and conditions and in such amounts as the Directors of the Company may from time to time determine and such authority hereby specifies that:
- The authority in terms of this resolution shall expire on the date of the Company’s next Annual General Meeting; and
- Acquisitions shall be of ordinary shares which, in the aggregate in any one financial year, shall not exceed 10% (ten percent) of the Company’s issued ordinary share capital; and
- The price at which such ordinary shares may be acquired will be no more than 5% (five percent) above and 5% (five percent) below the weighted average of the market price as determined over the 5 (five) business days immediately preceding the date of purchase of such ordinary shares by the Company; and
- A press announcement will be published as soon as the Company has acquired such ordinary shares constituting, on a cumulative basis in the period between annual general meetings, 3% (three percent) of the number of ordinary shares in issue prior to the acquisition; and
- If during the subsistence of this resolution the Company is unable to declare and pay a cash dividend, then this resolution shall be of no force and effect”.
Note
In terms of this resolution, the Directors are seeking authority to allow use of the Company’s available resources to purchase its own shares in the market in terms of the Companies Act and the regulations of the VFEX, for treasury purposes. The Directors will only exercise the authority if they believe that to do so would be in the best interests of shareholders generally. In exercising this authority, the Directors will duly take into account, following such repurchase, the ability of the Company to pay its debts in the ordinary course of business, the maintenance of an excess of assets over liabilities and for the Company, the adequacy of ordinary capital and reserves as well as working capital.
5. Any other Business
To transact all such other business as may be transacted at an Annual General Meeting.
By Order of the Board
SIMBISA BRANDS LIMITED
Fadeke H Obatolu
COMPANY SECRETARY
17 Morningside Drive, Mt Pleasant, Harare
Notes
Members who may not be able to physically attend the meeting shall be able to do so via the eAGM platform and such members are requested to register using the link above, at least 48 hours before the meeting or to inform the Company Secretary or Share Transfer Secretaries to make appropriate arrangements.
Proxies
Every member entitled to attend and vote at this Meeting is entitled to appoint one or more proxies to attend and vote and speak in their stead. A proxy need not be a member of the Company. A member wishing to appoint a proxy must lodge the completed proxy form at the Registered Office of the Company prior to the Meeting.
Related Downloads
Simbisa Brands – AGM Notice.pdf
