NOTICE IS HEREBY GIVEN THAT the Seventeenth Annual General Meeting of Members of OK Zimbabwe Limited will be held in the OKmart Functions Room, First Floor, OKmart, 30 Chiremba Road, Hillside, Harare on Thursday 26 July 2018 at 15:00 hours for the following purposes:

ORDINARY BUSINESS

1. CONSOLIDATED FINANCIAL STATEMENTS AND REPORTS
To receive, consider and adopt the audited financial statements of the Company for the year ended 31 March 2018, together with the reports of the Directors and Auditors thereon.

2. DIVIDEND
To confirm the payment of an interim dividend of 0.20 US cents per share and a final dividend of 0.51 UScents per share giving a total dividend of 0.71 US cents per share for the year ended 31 March 2018.

3. DIRECTORATE
3.1. Mr. Andrew Stuart McLeod was appointed to the Board with effect from 1 March 2018. In terms of Article 107 of the Articles of Association, Mr. McLeod retires from the Board at the meeting. Being eligible, he offers himself for re-election.
3.2. In terms of the Company’s Articles of Association, Mr. Herbert Nkala is scheduled to retire by rotation at the conclusion of the meeting. Being eligible, he offers himself for re-election.
3.3. To note the retirement of Mrs. Martha Tumani Rukuni who retires by rotation at the end of the meeting but does not offer herself for re-election.
3.4. To note the retirement of Messrs. Ronald van Solt, William Nicholas Alexander and Mark Christopher Jennings during the course of the year.
3.5. To approve the fees paid to the Directors during the financial year ended 31 March 2018.

4. AUDITORS’ FEES AND APPOINTMENT OF AUDITORS
4.1. To approve the auditors’ fees for the past financial year.
4.2. To reappoint Messrs. Deloitte & Touche Chartered Accountants (Zimbabwe) as Auditors of the Company for the ensuing year.

SPECIAL BUSINESS

5. ADMINISTRATION OF THE SHARE OPTION SCHEME RULES

To consider, and if deemed fit, pass with or without modification, the following resolution:

As an Ordinary Resolution
5.1 THAT in accordance with Clause 11.1 of the Share Option Scheme Rules, as part of his retirement package, the Directors resolved to extend the exercise period for 7,901,200 Share Options granted to Mr. Willard Vimbai Zireva prior to his retirement from the Company beyond the normal twelve months to six years. The Members hereby approve and ratify the action taken by the Directors.

6. SHARE OPTION SCHEME- 2019
To consider, and if deemed fit, pass with or without modification, the following resolution:

As an Ordinary Resolution

6.1. THAT the Directors be and are hereby authorized to establish a share option scheme effective from the 1st of April 2019 to be called “Share Option Scheme – 2019” and to grant options in respect of the rules of the Scheme, such options in aggregate not exceeding 59,870,297 (Fifty nine million eight hundred and seventy thousand two hundred and ninety seven) ordinary shares, being 5% of the 1,197,405,994 (one billion one hundred and ninety seven million four hundred and five thousand nine hundred and ninety four) ordinary shares in issues at 31 May 2018.

6.2. THAT the Share Option Scheme – 2016 be withdrawn with effect from the date of commencement of Share Option Scheme – 2019;

6.3. THAT, with effect from the date of commencement of Share Option Scheme – 2019, no further options shall be granted under the Share Option Scheme – 2016 but without prejudice to the subsisting rights of any participants already granted Options prior to the termination of the 2016 Scheme.

7. ALLOTMENT OF SHARES TO THE OK EMPLOYEES SHARE PARTICIPATION TRUST
To consider and, if deemed fit, pass, with or without modification, the following resolution:

As an Ordinary Resolution
7.1. THAT the Directors be and they are hereby authorized to allocate 549,676 (Five hundred and forty-nine thousand six hundred and seventy-six) ordinary shares to the OK Employees Share Participation Trust through an allotment from the Company’s unissued shares held under the control of the Directors in terms of a Shareholders’ Resolution dated 23 August 2001.

7.2. That the Directors be and they are hereby authorized to allocate, at the end of each financial year, to the OK Employee Share Participation Trust through an allotment from the Company’s unissued shares such shares as may be required should the Trust’s shareholding in the Company be below 2% of the issued share capital of the Company at the end of each financial year.

EXPLANATORY NOTES
1. Share Option Scheme – 2019
Article 3 of the Company’s Articles of Association stipulates that the allotment or disposal of any unissued shares in the existing capital of the Company and any new shares in any increased capital, or in the terms upon which such shares may be issued or disposed of, shall be decided by the Company in general meeting, provided that the Company in general meeting may empower the Directors to allot or dispose of the same upon such terms and conditions as the Directors in their discretion think fit.

At the Annual General Meeting held on 23 July 2015 Shareholders authorized the Directors to establish a share option scheme and to grant options not exceeding 58,496,109 (Fifty-eight million four hundred and ninety-six thousand one hundred and nine) shares in terms of the rules of that scheme. Of these, 1,633,000 shares had not been granted as at 31 May 2018. The Company has to continue to offer meaningful incentives to both existing and new executives and senior management. Accordingly, the Directors hereby propose that a new Share Option Scheme be established with effect from the 1st of April 2019. Any shares not yet granted to employees in terms of the Share Option Scheme – 2016, will be withdrawn immediately upon the establishment of the proposed new scheme.

2. Allotment of shares to the OK Employees Share Participation Trust In terms of the Deed of the OK Employee Share Participation Trust, 2%of the issued share capital of the Company should be held by the Trust for the benefit of employees of OK Zimbabwe Limited. As at 31 May 2018, the Trust held 23,398,443 ordinary shares, representing 1.95% of the issued share capital of the Company. Accordingly, the Directors hereby propose the allocation of 549,676 (five hundred and forty-nine thousand six hundred and seventy-six) additional ordinary shares in OK Zimbabwe Limited to the Trust. The effect of this additional donation will be to increase the Trust’s shareholding in the Company to 23,948,119 ordinary shares, thus enabling it to retain its 2% shareholding. In terms of a resolution of shareholders dated 23 August 2001 the entire authorized but unissued shares in the share capital of the Company were placed under the control of the Directors. Subject to approval by shareholders, Directors are therefore authorized to allot unissued shares as proposed in Resolutions 6 and 7.

ANY OTHER BUSINESS

8. To transact all such other business as may be transacted at an Annual General Meeting.

APPOINTMENT OF PROXY
In terms of the Companies Act [Chapter 24:03], a member of the Company is entitled to appoint one or more proxies to attend, vote and speak in his or her stead. A proxy need not be a member of the Company. Proxy forms must be deposited at the registered office of the Company not less than forty-eight (48) hours before the time appointed for holding the meeting.

ELECTRONICANNUAL REPORT
The Company’s 2018 Annual Report is now available on the Company’s website https://okziminvestor.com. Electronic copies of the Annual Report have also been emailed to those shareholders whose e-mail addresses are on record.

BY ORDER OF THE BOARD

Margaret Munyuru (Mrs.)
Group Secretary 4 July 2018