At its eighth Annual General Meeting of members held at the Standards Association of Zimbabwe Building, Northridge Park, Borrowdale, Harare, on 17th November 2023 at 08:15 am, the following resolutions were tabled:

RESOLUTIONS

Ordinary Business

1. Audited Accounts
   To receive and consider the audited accounts for the financial year ended 30th June 2023, together with the report of the Directors and Auditors.

   Unanimously passed

2. Re-election of Directors
   Re-election of directors retiring by rotation in terms of Article 89 of the Company’s Articles of Association, being Messrs’ Amit Gupta and Zinona Koudounaris.

   Unanimously passed

3. Remuneration of Non-Executive Directors
   To approve the remuneration of the Non-Executive Directors for the twelve months ended 30th June 2023 at US$348,309.

   Unanimously passed

4. Appointment of Auditors
   Re-appoint Messrs Ernst and Young of Harare as auditors of the Company to hold office until the conclusion of the next Annual General Meeting.

   By unanimous decision, Messrs EY Auditors were rotated, and Directors were authorised to appoint new auditors by 17 December 2023.

5. Auditors Remuneration
   To approve the remuneration of Messrs Ernst and Young regarding their audit of the Company’s books for the financial year ended 30th June 2023 to the amount of US$233,688.

   Unanimously passed

Special business

6. Share Buy Back
   The Company be authorised in advance, in terms of section 129 of the Companies and Other Business Corporations Act [Chapter 24:03], to purchase its shares, upon such terms and conditions and in such amounts as the Directors of the Company may from time to time determine, subject to the following terms and conditions: –
   1. The authority in terms of this resolution shall expire on the date of the Company’s next Annual General Meeting; and
   2. Acquisitions shall be of ordinary shares which, in aggregate in any one financial year, shall not exceed 10% (ten per cent) of the Company’s issued ordinary share capital as at the date of this resolution; and
   3. The maximum and minimum prices, respectively, at which such ordinary shares may be acquired will be not more than 5% (five per cent) above and 5% (five per centum) below the weighted average of the market price at which such ordinary shares are traded on the Victoria Falls Stock Exchange, as determined over the 5 (five) business days immediately preceding the date of purchase of such ordinary shares by the Company; and
   4. A press announcement will be published as soon as the Company has acquired ordinary shares constituting on a cumulative basis in the period between annual general meetings, 3% (three per cent) of the number of ordinary shares in issue before the acquisition; and
   5. If the Company cannot declare and pay a cash dividend during the subsistence of this resolution, then this resolution shall be of no force and effect.

   Unanimously passed

Shareholders representing 471,565,297 votes, equal to 83.88% of the Company’s total issued shares, were present in person or by proxy.

By order of the Board

Prometheus Corporate Advisory
Secretary