Members are hereby advised that the following Resolutions were unanimously passed without alterations or amendments at the Twenty-First Annual General Meeting of the Shareholders of OK Zimbabwe Limited held on 28 July 2022:

RESOLUTION RESULT
Ordinary Business
1. Consolidated Financial Statements and Reports
Adoption of Financial Statements for the year ended 31 March 2022, together with the Report of the Directors and Auditors thereon.		 Passed
2. Dividend
Confirmation of the payment of a final dividend of 36.5 ZWL cents per share and 0.13 US cents per share following an interim dividend of 21 ZWL cents per share for the year ended 31 March 2022.		 Passed
 3. Directorate
3.1 To note the retirement of Mr. Albert Rufaro Katsande from the Board of Directors with effect from 30 June 2021.
3.2 To confirm the appointment of Mr. Phillimon Mushosho as Chief Finance Officer and Director of the Company with effect from 1 July 2021.
3.3 To confirm the appointment of Mr. Charl John Goncalves to the Board of Directors with effect from 1 September 2021.
3.4 In terms of the Company’s Articles of Association, the following Directors were scheduled to retire by rotation at the conclusion of the meeting. Being eligible, they offer themselves for re-election:
3.4.1 Mr. Tawanda Lloyd Gumbo;
3.4.2 Mrs. Keresia Mtemererwa
3.4.3 Mr. Andrew Stuart McLeod
3.5 To approve the fees paid to the Directors during the financial year ended 31 March 2022.
Noted
Passed
Passed
Passed

Passed
Passed
Passed
Passed
4. Auditors’ Fees and Appointment of Auditors
4.1 To approve the auditors’ fees for the past financial year. Passed
4.2 To appoint Messrs. KPMG Chartered Accountants (Zimbabwe) as the new Auditors of the Company for the ensuing year. Passed
Special Business
5 Share Buy-Back
To consider, and if deemed fit, to resolve by way of special resolution with or without modification, the following:
5.1 Purchase of own shares
That, in accordance with Article 6 of the Articles of Association, the Company be and is hereby authorised and empowered to purchase its own shares in issue up to a maximum of 10% of the issued share capital 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:		 Passed
5.1.1 The purchase price shall not be lower than the nominal value of the Company’s shares and not greater than 5% (five percent) nor 5% (five percent) below the weighted average trading price for such ordinary shares traded over five (5) business days immediately preceding the date of purchase of such shares by the Company. Passed
5.1.2 The shares to be acquired under this resolution shall be ordinary shares in the Company and the maximum number of shares which may be acquired under this resolution shall be 10% (ten percent) of the ordinary shares of the Company in issue prior to the date of this resolution. Passed
5.1.3 This authority shall expire on the date of the Company’s next Annual General Meeting. Passed
6. Modification of the Employee Share Option Scheme – 2022

To consider, and if deemed fit, to resolve by way of special resolution with or without modification the following:
6.1 That the ‘OK Zimbabwe Limited Employee Share Option Scheme – 2022’ be and is hereby modified to a Share Appreciation Rights Scheme. Passed
6.2 That the ‘OK Zimbabwe Limited Share Appreciation Rights Scheme’ be and is hereby authorised for immediate adoption and implementation and that the Directors can allocate up to 63,181,464 ordinary shares to this scheme. Passed
6.3 The rules of the scheme will be available for inspection at the registered office of the Company fourteen (14) days before the meeting. Noted

 

BY ORDER OF THE BOARD
MARGARET MUNYURU (MRS.)
GROUP SECRETARY
4 August 2022