this circular is important and requires your …

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTIONCapitalised terms not otherwise defined on this cover page have the meanings given to them in the “Definitions” section of this Circular.

This Circular is neither a prospectus nor an invitation to the public to subscribe for Shares, but is rather a document issued in compliance with the Admission Rules and the Companies Act to propose certain resolutions to Shareholders, the rationale for which resolutions is explained to Shareholders in this Circular.

The Company does not accept responsibility, and will not be held liable, for the acts or omissions of any Custodians or Securities Dealers, including, without limitation, any failure on their part to forward this Circular to a beneficial owner of Shares or otherwise notify such person of the existence or contents of this Circular.

Action required:• ShareholdersareinvitedtoattendtheEGMconvenedbytheEGMNotice(AppendixItothisCircular).Holders

of dematerialised B Class Shares not registered in their own name must instruct their Custodian or Securities DealertoissuethemwiththenecessaryletterofrepresentationtoattendtheEGM.

• ShareholdersholdingcertificatedSharesandholdersofdematerialisedBClassSharesregisteredintheirownnamewhoareunabletoattendtheEGMbutwishtoberepresentedthereatmustcompleteandsigntheProxyForm(AppendixIItothisCircular)inaccordancewiththeinstructionsprintedthereon.ProxyFormsmustbereturnedtotheCompanySecretarybynolaterthan14h30onMonday,11June2018.

• HoldersofdematerialisedBClassSharesnotregisteredintheirownnamewhoareunabletoattendtheEGMbutwishtoberepresentedthereatmustnotcompletetheProxyForm.SuchShareholdersmustinsteadprovidetheir Custodian or Securities Dealer with their voting instructions in terms of the custody agreement entered into between such Shareholders and their Custodian or Securities Dealer.

• Ifyouareinanydoubtastotheactionyoushouldtake,pleaseconsultyourstockbroker,banker,accountantorother professional advisor immediately.

• IfyounolongerholdanyShares,pleaseforwardthisCircular,assoonaspossible,tothestockbroker,bankorother agent through whom the sale or transfer of your Shares was executed for onward delivery to the purchaser or transferee of your Shares.

OldMutualZimbabweLimited(IncorporatedinZimbabweon10June1998undercompanyregistrationnumber5684/98)

(ATPsharecode:OMZIL)

O l d M u t u a l Z I M B a B W E C I r C u l a r t O S h a r E h O l d E r S

O l d M u t u a l Z I M B a B W E C I r C u l a r t O S h a r E h O l d E r S1

Legal Advisors

Kantor & Immerman Legal Practitioners

Share Transfer Secretaries

Corpserve Transfer Secretaries (Private) Limited

Date of issue: 18 May 2018This Circular, the EGM Notice and the Proxy Form, which are only available in English, can be downloaded from

the FINSEC website (www.finsec.co.zw) and the Company’s website (www.oldmutual.co.zw).

Sponsoring Broker

Old Mutual Securities (Private) Limited

Memebers of the Zimbabwe Stock Exchange

SECurITIES

CIRCULAR TO SHAREHOLDERS

Regarding resolutions proposed in respect of:• theincreaseofthesharecapitaloftheCompanyfromUS$2001.00toUS$2002.00bywayofthecreation

of the “A” redeemable Preference Share, which it is proposed will have the rights and restrictions set out in the EGM Notice and the consequential amendment of the Memorandum of Association and the Articles;

• theissueofthe“A”RedeemablePreferenceSharetoadividendaccesstrustestablishedbyOldMutualLimitedin Zimbabwe in connection with the Managed Separation in order to allow shareholders of Old Mutual Limited registered on the Zimbabwe branch register of Old Mutual Limited to receive local source income; and

• mattersrelatedtotheaforegoing.

Incorporating: amongst others, (i) the EGM Notice which is published on Friday, 18 May 2018 in compliance with the Admission rules, the Companies Act and the Articles to convene the EGM to be held at Meikles Hotel, Corner of Third Street and Jason Moyo Avenue, Harare on Tuesday, 12 June 2018 at 14h30 for the purpose of considering and, if deemed fit, passing, with or without modification, the resolutions set out therein and (ii) the Proxy Form which Shareholders holding certificated Shares and holders of dematerialised B Class Shares registered in their own name are asked to complete in accordance with the instructions printed thereon. Proxy Forms must be returned to the Company Secretary as soon as possible but not later than 14h30 on Monday, 11 June 2018.

O l d M u t u a l Z I M B a B W E C I r C u l a r t O S h a r E h O l d E r S 2

DirectorsJohannes !Gawaxab Non-Executive ChairmanJonas Mushosho Group Chief Executive OfficerIsiah Tendai Mashinya Group Chief Operating OfficerNyarai Takuranazvo Tsungayi Mudekunye Group Finance DirectorDarryll Benecke Non-Executive DirectorTimothy Michael Johnson Non-Executive DirectorMordecai Pilate Mahlangu Non-Executive DirectorKennedy Mandevani Non-Executive DirectorLeonard Ladislas Tsumba Non-Executive DirectorIain George Williamson Non-Executive Director

Company SecretaryNqobile Munzara

Registered OfficeMutual Gardens100 The Chase WestEmerald HillHararePO Box 70Harare

Share Transfer SecretariesCorpserve Transfer Secretaries (Private) Limited2nd Floor, ZB CentreCorner Kwame Nkrumah and First StreetHarare

Sponsoring BrokerOld Mutual Securities (Private) Limited4th Floor, CABS First StreetFirst StreetHarare

Legal AdvisorsKantor & Immerman Legal PractitionersMacDonald House10 Selous AvenueHarare

CORPORATE INFORMATION


COrPOrATE INFOrMATION 2

CONTENTS 3

IMPOrTANT EVENTS AND DATES 4

DEFINITIONS 5

CHAIrMAN’S LETTEr TO SHArEHOLDErS 9

1. Introduction 9

2. Demutualisation 9

3. Managed Separation 10

4. Present Capital Structure 11

5. Proposed Capital Structure 12

6. resolutions 13

7. Directors’ Interests 13

8. Material Changes Statement 14

9. Directors’ responsibility Statement 14

10. Experts’ and Advisors’ Consents 15

11. FINSEC Listings Committee Approval 15

12. Associated Costs 15

13. Documents Available for Inspection 15

14. Directors’ recommendations 16

15. Concluding remarks - EGM 16

APPENDIX I: EGM NOTICE 17

APPENDIX II: PrOXY FOrM 21

CONTENTS


EVENT DATE

Abridged Circular and EGM Notice published in local press Friday, 18 May 2018

Circular distributed Friday, 18 May 2018

Documents lie open for inspection Friday, 18 May 2018 until and including

Tuesday, 12 June 2018*

Last date to trade in order to be eligible to

participate in and vote at the EGM Thursday, 31 May 2018

record date to participate in and vote at the EGM Thursday, 7 June 2018

Latest time for lodgement of Proxy Forms 14h30 on Monday, 11 June 2018

EGM 14h30 on Tuesday, 12 June 2018

Publication of EGM results Thursday, 14 June 2018

* During normal business hours on week days (excluding any public holidays) until and including the date of the

EGM.

Notes:

•thedatesstatedaboveandelsewhereinthisCirculararesubjecttochangeatthediscretionoftheDirectors.

Any such change(s) will be communicated through the Zimbabwean press;

•allreferencestotimesaboveandelsewhereinthisCirculararetoZimbabweanlocaltime.

IMPORTANT EVENTS AND DATES


In this Circular and the Appendices hereto, unless otherwise stated or the context otherwise requires, the words in the first column have the meanings stated opposite them in the second column, words in the singular shall include the plural and vice versa, words importing one gender include the other gender and references to natural persons shallincludejuristicpersons,whethercorporateorincorporateandviceversa.

A Class Shares 249 035 156 A class ordinary shares having a nominal value ofUS$0.0000032eachintheauthorisedsharecapitaloftheCompany

"A" Redeemable Preference Share the proposed single A class redeemable preference share that isproposedtohaveanominalvalueofUS$1.00inthesharecapital of the Company and the rights and restrictions set out in the EGM Notice and that is proposed to be authorised by the Company at the EGM and issued by the Company to the New Dividend Access Trust

Abridged Circular the abridged form of this Circular published in the local press on Monday, 14 May 2018

Admission the admission of the B Class Shares to the FINSEC ATP Official List on 1 December 2016

Admission Rules the Financial Securities Exchange (Private) Limited's Issuer Admission rules, 2016, as amended

Appendix an appendix to this Circular

Articles the articles of association of the Company as at the date of this Circular

ATP the securities exchange registered by the Securities and Exchange Commission in terms of section 30 of the Securities and Exchange Act and operated by FINSEC in accordance with the Securities (Alternative Trading Platform) rules, 2016 [Statutory Instrument 100 of 2016]

B Class Shares 83 011 718 B class ordinary shares having a nominal value ofUS$0.0000032eachintheauthorisedsharecapitalofthe Company, which can only be owned by, traded by and exchanged among Indigenous Persons, but which otherwise rank pari passu with the A Class Shares in all respects

Board the board of directors of the Company

Circular this document, including the Appendices

Companies Act the Companies Act [Chapter 24:03], as amended

Company Old Mutual Zimbabwe Limited (“OMZIL”), incorporated and registered in Zimbabwe with company registration number 5684/98

Company Secretary the secretary of the Company

Custodian a safe-keeping participant that provides custody services for securities traded and settled on the ATP

Director a member of the Board

Dividend Access Structure a dividend access trust or similar arrangement

EGM the extraordinary general meeting of Shareholders to be held at Meikles Hotel, Corner of Third Street and Jason Moyo Avenue, Harare on Tuesday, 5 June 2018 at 14h30 for the purpose of considering and, if deemed fit, passing, with or without modification, the resolutions

EGM Notice the notice, convening the EGM, set out in Appendix I

DEFINITIONS


Empowerment Board the segment of the ATP reserved for trading securities among Indigenous Persons

Existing Dividend Access Trust the Old Mutual (Zimbabwe) Dividend Access Trust, established on 7 May 1999

Existing Redeemable Preference Share

1 redeemable preference share having a nominal value of US$1.00intheauthorisedsharecapitaloftheCompany

FINSEC Financial Securities Exchange (Private) Limited, incorporated and registered in Zimbabwe with company registration number 3837/2015 and licensed by the Securities and Exchange Commission in terms of the Securities (Alternative Trading Platform) rules, 2016 [Statutory Instrument 100 of 2016], as amended, to operate the ATP

FINSEC ATP Official List the list specifying all securities which have been admitted for listing on any market segment of the ATP

FINSEC Listings Committee the committee appointed by the board of directors of FINSEC to, inter alia, review and endorse listing applications by an Issuer or applicant

Holdco OM Zimbabwe Holdco Limited, incorporated and registered in England and Wales with registered number 08338242

Indigenisation Implementation Plan the Company's approved indigenisation implementation plan

Indigenisation Laws the Indigenisation and Economic Empowerment Act [Chapter 14:33], as amended, as read with the Indigenisation and Economic Empowerment (General) regulations, 2010 [Statutory Instrument 21 of 2010], as amended

Indigenous Person an indigenous person or entity as defined under the Indigenisation Laws, presently being any person who, before the 18 April 1980, was disadvantaged by unfair discrimination on the grounds of his or her race, and any descendant of such person, and includes any company, association, syndicate or partnershipofwhichindigenousZimbabweansformthemajorityof the members or hold the controlling interest

IPEC the Insurance and Pensions Commission

Issuers entities which issue securities eligible for trade on the ATP

Johannesburg Stock Exchange the Johannesburg Stock Exchange

Last Practicable Date 17 May 2018

London Stock Exchange the London Stock Exchange

Malawi the republic of Malawi

Managed Separation the managed separation of the four largely independent businesses within the OM plc Group as it existed at 11 March 2016, at the date of announcement of the managed separation plan

Memorandum of Association the memorandum of association of the Company as at the date of this Circular

MSE the Malawi Stock Exchange

Namibia the republic of Namibia

Nedbank Nedbank Group Limited, incorporated and registered in South Africa with registration number 1966/010630/06

New Dividend Access Trust the dividend access trust established by Old Mutual Limited in Zimbabwe on 17 May 2018

DEFINITIONS (continued)


NSX the Namibia Stock Exchange

Old Mutual Limited Old Mutual Limited, incorporated and registered in South Africa with registration number 2017/235138/06

Old Mutual Limited MOI the memorandum of incorporation of Old Mutual Limited as at the date of this Circular

OMEM Old Mutual Emerging Markets Proprietary Limited, incorporated and registered in South Africa with registration number 1998/012277/07

OMSEC Old Mutual Securities (Private) Limited, incorporated and registered in Zimbabwe with company registration number 1231/2010

OMZIL Group the Company and its subsidiaries and subsidiary undertakings from time to time

OM Asset Management OM Asset Management plc, incorporated and registered in England and Wales with registered number 09062478

OM plc Old Mutual plc, incorporated and registered in England and Wales with registered number 03591559

OM plc Articles the articles of association of OM plc as at the date of this Circular

OM plc Board the board of directors of OM plc

OM plc Group OM plc and its subsidiaries and subsidiary undertakings from time to time

OM Wealth Old Mutual Wealth Management Limited, incorporated and registered in England and Wales with registered number 06404270, which company will be renamed and re-registered as a public limited company, Quilter plc

Ordinary Shares 292 953 126 ordinary shares having a nominal value of US$0.0000032eachintheauthorisedsharecapitaloftheCompany

OTC Platform the over-the-counter restricted trading platform that was facilitated by OMSEC for the trading of the B Class Shares amongst qualifying Indigenous Persons and which ceased operating on the Admission

Participants persons or entities entitled to use the services and facilities of the ATP



Pre-listing Statement the pre-listing statement issued by the Company on 30 November 2016 in compliance with the Admission rules

Proxy Form the form of proxy set out in Appendix II

RBZ the reserve Bank of Zimbabwe

Resolutions the resolutions set out in the EGM Notice for purposes of their being considered and, if deemed fit, passed, with or without modification, at the EGM

Scheme the scheme for the demutualisation of the Society

Scheme of Arrangement the scheme of arrangement between OM plc and its shareholders to effect the acquisition of OM plc by Old Mutual Limited

Scheme Document the document regulating the Scheme which was approved, subjecttocertainamendments,bywayofaSouthAfricancourtorder granted on or about 29 March 1999

Securities and Exchange Act the Securities and Exchange Act [Chapter 24:25], as amended

Securities and Exchange Commission

the Securities and Exchange Commission established in terms of the Securities and Exchange Act, being the capital markets regulator

Securities Dealer an entity or individual duly licensed by the Securities and Exchange Commission to deal in securities

Shareholders holders of Shares as at 7 June 2018

Shares A Class Shares, B Class Shares, Ordinary Shares and/or the Existing redeemable Preference Share, as the context may require

Society the South African Mutual Life Assurance Society

South Africa the republic of South Africa

UK or United Kingdom the united Kingdom of Great Britain and Northern Ireland

US or United States the united States of America, its territories and possessions, any state of the united States and the District of Columbia

US$ the united States dollar, an allowable trading currency under the prevailing multi-currency trading system in Zimbabwe

Zimbabwe the republic of Zimbabwe

ZSE the Zimbabwe Stock Exchange



Old Mutual Zimbabwe Limited(Incorporated in Zimbabwe on 10 June 1998 under company registration number 5684/98)

Directors: Mr J. !Gawaxab (Chairman)*, Mr J. Mushosho (Group Chief Executive Officer), Mr I.T. Mashinya (Group Chief Operating Officer), Mr N.T.T. Mudekunye (Group Finance Director), Mr D. Benecke*,Mr T.M. Johnson*, Mr M.P. Mahlangu*, Dr K. Mandevani*, Dr L.L. Tsumba*, Mr I.G. Williamson*

*Non-Executive

Address: Mutual Gardens, 100 The Chase West, Emerald Hill, Harare, Zimbabwe | PO Box 70, Harare, Zimbabwe

Dear Shareholders

1. Introduction I am writing to you on behalf of the Board to propose the resolutions to you and to explain the rationale for

the resolutions. For this purpose, I set out below some background information which provides context for the proposed issue of the “A” redeemable Preference Share by the Company to the New Dividend Access Trust.

2. Demutualisation2.1 By deed of agreement in 1845, the South African Mutual Life Assurance Society (Society) was established

intheCapeofGoodHope,asanunincorporatedassociationwiththeobjectofprovidingassuranceuponthe lives of its members. In Zimbabwe, the first Old Mutual policy was sold in the then Southern rhodesia in 1895 with the first office opened here in 1902.

2.2 Over time, the Society grew into an international group, but became and remained an incorporated mutual society having as its members persons who had effected or were deemed to have effected policies of assurance with the Society and who remained entitled to the rights and privileges of membership in terms of the South African Mutual Life Assurance Society (Private) Act, 52 of 1966, as amended.

2.3 In order to adapt to fundamental changes taking place in global and local markets, it became desirable to restructure the Society and its holdings as a group of companies having share capital. Accordingly, a scheme for the demutualisation of the Society was proposed by the board of directors of the Society (Scheme). In 1999 the scheme was implemented with the sanction of South African court approval in terms ofsection25oftheSouthAfricanInsuranceAct,27of1943,asamended.Theobjectoftheschemewasto effect an advantageous restructuring in such a way that the rights and reasonable benefit expectations of policyholderswerefullyprotectedwhile,insofarasthelawsoftherelevantjurisdictionspermitted,qualifyingmembers at midnight on 25 September 1998 were able, by an equitable allocation of shares free of charge, to become shareholders in a new holding company owning through subsidiaries the entire beneficial interest intherestructuredgroup.Inordertoachievethisobject,andtomaximisethevaluetoqualifyingmembersof the demutualisation shares, the new holding company (OM plc) was incorporated under the laws of the united Kingdom, and its shares were listed, by way of a premium listing, on the London Stock Exchange and, by way of secondary listings, on the Johannesburg Stock Exchange, MSE, NSX and ZSE.

2.4 The demutualisation and/or various aspects of the demutualisation process, as the case may be, were approved in Zimbabwe in or about May 1999 by the Cabinet, the reserve Bank of Zimbabwe, the Commissioner of Insurance, Pension and Provident Funds and the Commissioner of Taxes (now known as the Commissioner-General of the Zimbabwe revenue Authority).

2.5 On implementation of the demutualisation, the Company became an indirect subsidiary of OM plc. Zimbabwe is the second oldest market within the OM plc Group that provides life assurance, asset management, banking and general insurance services in Europe, the Americas, Africa and Asia.

2.6 On 7 May 1999, and as part of the demutualisation process, a dividend access trust called the Old Mutual (Zimbabwe) Dividend Access Trust (Existing Dividend Access Trust) was established by the Society. A single redeemable preference share in the share capital of the Company (Existing Redeemable Preference Share) was issued to the Existing Dividend Access Trust.

CHAIRMAN’S LETTER TO SHAREHOLDERS


2.7 TheobjectandpurposeoftheExistingDividendAccessTrustisto:

2.7.1 receive the dividends to which the Existing redeemable Preference Share is entitled from time to time; and2.7.2 subjecttotherelevantprovisionsoftheSchemefromtimetotime,payanydividendsreceivedbyitasholder

of the Existing redeemable Preference Share to the shareholders of OM plc registered on its Zimbabwe share register, or their nominees, pro rata to their shareholding in OM plc.

2.8 At around the same time, OM plc also established dividend access trust or similar arrangements (Dividend Access Structures) in certain other countries: Malawi, Namibia and South Africa. These are the countries where OM plc’s shares are also listed on the local exchanges.

2.9 Article 116 of the OM plc Articles provides (in broad terms) that where an amount paid by way of dividend to a Dividend Access Structure by one or more subsidiaries of OM plc is received by such Dividend Access Structure on behalf of any shareholder of OM plc, the entitlement of such shareholder to be paid any dividend pursuant to the OM plc Articles will be reduced by the corresponding amount which that shareholder is entitled to receive from the Dividend Access Structure. Where payment by the OM plc subsidiary is received in full by the Dividend Access Structure on behalf of the relevant OM plc shareholder (a person registered on the Malawi, Zimbabwe or South Africa branch register of OM plc or on the Namibian section of the principal uK register), the entitlement of such shareholder to be paid a dividend pursuant to the OM plc Articles will not arise.

2.10 The Existing Dividend Access Trust therefore ensures that dividends payable by the OMZIL Group to OM plc in order to enable OM plc to declare dividends to, amongst others, shareholders of OM plc registered on the OM plc Zimbabwe register do not leave Zimbabwe and that shareholders of OM plc registered on the OM plc Zimbabwe branch register receive local source income.

3. Managed Separation

3.1 Following the demutualisation, the OM plc Group concluded a series of local and international acquisitions so that by March 2016 the OM plc Group comprised four primary business clusters:

3.1.1 OMEM: a business with a presence in 19 countries in Africa, Latin America and Asia, with a dominant position in Southern Africa;

3.1.2 OM Wealth: a wealth management business focused on the uK upper and middle markets, operating primarily in the uK with a presence in a number of cross-border markets;

3.1.3 OM Asset Management: a multi-boutique asset management business focused on the institutional market in the uS; and

3.1.4 Nedbank: one of South Africa’s five largest banks offering a range of financial services products to retail and wholesale customers.

3.2 In March 2016, OM plc announced a new strategy to unlock and create significant long-term value for shareholders through the separation of the four underlying businesses: the Managed Separation.

3.3 In November 2016, the Board resolved to seek the listing by introduction of the B Class Shares, issued pursuant to the Indigenisation Implementation Plan, on the Empowerment Board. Since their issue, trading in the B Class Shares had been conducted exclusively through OMSEC on the OTC Platform, and the Board’s decision to seek the listing of the B Class Shares on the Empowerment Board was driven by a desire to broaden participation in the trading of the B Class Shares. More than 2 million B Class Shares have traded on the ATP since the Admission.

CHAIRMAN’S LETTER TO SHAREHOLDERS (continued)


3.4 In connection with the Admission, the Company issued the Pre-Listing Statement. The Pre-Listing Statement recorded that the Company, which falls within the OMEM business cluster, had been advised by OM plc of the Managed Separation and also noted that the outcomes and the implications of the Managed Separation would be advised by OM plc in due course.

3.5 AsnotedinthePre-ListingStatement,theobjectiveoftheManagedSeparationistoseparatetheOMplcGroup into four independent business clusters. Following the phased reduction of OM plc’s stake in OM Asset Management (implemented in May 2017), the Managed Separation contemplates, amongst others, the listing of two separate holding companies, OM Wealth (a uK company) and Old Mutual Limited (a South African company). OM Wealth will be the holding company of the OM Wealth business cluster, and its issued ordinary shares will be listed on the London Stock Exchange by way of a premium listing and the Johannesburg Stock Exchange by way of a secondary inward listing. Old Mutual Limited will be inserted as the new South African holding company of the OMEM business cluster, and its issued ordinary shares will be listed on the Johannesburg Stock Exchange by way of a primary listing, on the London Stock Exchange by way of a standard listing and on the MSE, NSX and ZSE by way of secondary listings. Shareholders are invited to refer to the OM plc website (www.oldmutualplc.com) for further information in relation to the Managed Separation.

3.6 Old Mutual Limited, which will become the holding company of the OMEM business cluster - including, importantly, OM plc - on implementation of the Scheme of Arrangement, would like to implement Dividend Access Structures in Malawi, Namibia and Zimbabwe (although not in South Africa where its shares will be primary listed) in order to ensure continuity of the same treatment of shareholders of OM plc who become shareholders of Old Mutual Limited. To that end, it is proposed that the Company will establish a new dividend access trust in Zimbabwe (New Dividend Access Trust) and that the Company will issue a redeemable preference share (“A” Redeemable Preference Share) to that trust (as it did before to the Existing Dividend Access Trust) and that the Old Mutual Limited MOI will also include a clause broadly equivalent in its terms to Article 116 of the OM plc Articles. It is also presently contemplated that, in due course, the Existing redeemable Preference Share will be redeemed by the Company in accordance with its terms and that the Existing Dividend Access Trust will be dissolved in accordance with the terms of its trust deed. The provisions regulating the redemption of the Existing redeemable Preference Share and the dissolution of the Existing Dividend Access Trust appear, respectively, from the Articles and from the trust deed of the Existing Dividend Access Trust, which are available for inspection as explained in paragraph 13 of this Circular.

3.7 It is not contemplated that OM Wealth will establish Dividend Access Structures in Malawi, Namibia, South Africa or Zimbabwe in view of the fact that OM Wealth will not have any subsidiaries in any of those countries which could issue shares to Dividend Access Structures.

4. Present Capital Structure

4.1 Since the date of the Admission, there have been no changes to the authorised or issued share capital of the Company.

4.2 The issued share capital of the Company is made up of 249 035 156 A Class Shares (held by Holdco), 83 011 718 B Class Shares (held for the benefit of qualifying Indigenous Persons, who include employees of the OMZIL Group, certain pensioners, qualifying youths and certain identified and approved strategic investors and / or partners based in Zimbabwe) and the Existing redeemable Preference Share (held by the Existing Dividend Access Trust). The B Class Shares are listed and trade on the ATP. The A Class Shares and the Existing redeemable Preference Share are unlisted securities.



4.3 The present capital structure of the Company is shown in the table below:

Number Class Nominal Value (US$)

Authorised Share Capital

292 953 126 Ordinary Shares 937

249 035 156 A Class 797

83 011 718 B Class 266

1 redeemable Preference 1

Total: 625 000 001 - 2 001

Issued Share Capital

0 Ordinary Shares 0

249 035 156 A Class 797

83 011 718 B Class 266


Total: 332 046 875 - 1 064

5. Proposed Capital Structure

5.1 In order to give effect to the proposed new Dividend Access Structure in Zimbabwe, it is proposed that, amongstother things, the sharecapitalof theCompanywillbe increased fromUS$2001.00 toUS$2002.00 by way of the creation of the “A” redeemable Preference Share, which it is proposed will have the rights and restrictions set out in the EGM Notice, and that the Memorandum of Association and the Articles will be amended to reflect this increase and the rights and restrictions of the “A” redeemable Preference Share.

5.2 If the resolutions are passed and the “A” redeemable Preference Share is issued to the New Dividend Access Trust, the capital structure of the Company will be as shown in the table below:

Number Class Nominal Value (US$)

Authorised Share Capital

292 953 126 Ordinary Shares 937

249 035 156 A Class 797

83 011 718 B Class 266


1 “A” redeemable Preference 1

Total: 625 000 002 - 2 002

Issued Share Capital

0 Ordinary Shares 0

249 035 156 A Class 797

83 011 718 B Class 266


1 “A” redeemable Preference 1

Total: 332 046 876 - 1 065



5.3 OM plc has sought and obtained approval from IPEC for the creation of the “A” redeemable Preference Share in compliance with the terms of the Scheme Document, which requires, in the case of Zimbabwe, the OM plc Board and IPEC to approve the amendment of the Scheme Document to permit the creation of the “A” redeemable Preference Share. rBZ approval has also been obtained for the establishment of the New Dividend Access Trust. Copies of the IPEC approval and excerpts from the OM plc Board approval and rBZ approval will lie open for inspection.

5.4 The “A” redeemable Preference Share will not be listed on any exchange. The proposed terms of the “A” redeemable Preference Share are set out in paragraph 2.4 of the EGM Notice.

5.5 The amendments proposed to be effected to the Memorandum of Association and the Articles by the resolutions will not vary the rights attaching to the other Shares.

6. Resolutions

6.1 The resolutions are those required in order to increase the Company’s share capital by the creation of the “A” redeemable Preference Share; amend the Memorandum of Association and the Articles to reflect the increase in share capital and set out the rights and restrictions attaching to the “A” redeemable Preference Share; issue the “A” redeemable Preference Share to the New Dividend Access Trust (for which purpose Shareholders are asked to resolve that the “A” redeemable Preference Share will not be offered to the Shareholders) and authorise the Directors to do all such things and sign all such documents as may be necessary or reasonably required in order to give effect to the resolutions.

6.2 At the EGM, the resolutions will be proposed, considered, and if deemed fit, passed, with or without modification, in the manner required by the Companies Act and the Admission rules. The EGM may also deal with such other business as may lawfully be dealt with at the EGM.

6.3 I have in terms of Article 68(a) of the Articles determined that the resolutions shall be taken by way of poll.

6.4 The results of the EGM are expected to be published on Thursday, 14 June 2018.

7. Directors’ Interests

7.1 The Directors hold the Shares and shares in OM plc, which is the ultimate controlling shareholder of the Company, set out below:

Name Direct Shareholding(OMZIL)

Indirect Shareholding(Old Mutual plc)

Total

Johannes !Gawaxab* Nil 500 000 500 000

Jonas Mushosho 405 811 17 466 423 277

Isiah Tendai Mashinya 76 659 10 624 87 283

Nyarai Takuranazvo Tsungayi Mudekunye

Nil Nil Nil

Darryll Benecke* Nil Nil Nil

Timothy Michael Johnson* 1 007 Nil 1 007

Mordecai Pilate Mahlangu* Nil 965 965

Kennedy Mandevani* Nil 262 262

Leonard Ladislas Tsumba* 1 007 3 266 4 273

Iain George Williamson* Nil Nil Nil

*Non-Executive



7.2 Save as disclosed in this Circular, none of the Directors nor any member of his immediate family or any connected person holds or is beneficially or non-beneficially interested, directly or indirectly, in any Shares or OM plc shares, or options to subscribe for, or securities convertible into, Shares or OM plc shares or shares in any of OM plc’s subsidiary undertakings.

7.3 Jonas Mushosho is a trustee of the Existing Dividend Access Trust and is entitled to receive such remuneration for his services as a trustee as OM plc may from time to time determine. Jonas Mushosho, Nyarai Takuranazvo Tsungayi Mudekunye and Isiah Tendai Mashinya are trustees of the New Dividend Access Trust and are entitled to receive such remuneration for their services as trustees as Old Mutual Limited may from time to time determine.

7.4 The Banking Act (Chapter 24:20) was amended with effect from 13 May 2016. The amendments affect the composition of the board of directors of Central Africa Building Society, a subsidiary of OMZIL (as a banking institution) as well as the Company, which is defined as a Controlling Company in terms of Section 2 of the Banking Act. In terms of the Banking Act (as amended), Mr D Benecke, Mr TM Johnson, Dr K Mandevani and Dr LL Tsumba are not considered independent directors of the Company. The Company is in the process of complying with the regulatory requirements in this regard and expects to be fully compliant by 31 December 2018.

8. Material Changes Statement

8.1 Since the date of publication of the Company’s consolidated abridged financial statements for the year ended 31 December 2017, there have been no material changes in the financial or trading position of the Company. The Company has not, since that date, entered into any contracts that are not in the ordinary course of business nor has it become involved in any material litigation, disputes or arbitration proceedings, or aware of any pending or threatened material litigation, disputes or arbitration proceedings, which have or may have a significant effect on the financial position of the Company.

8.2 A commission of inquiry established by the Zimbabwean Government (Commission) has concluded its inquiry into the loss in value for certain policyholders and beneficiaries upon the conversion of pension and insurance benefits after the dollarization of the economy in 2009. On 9 March 2018 the results of the Commission’s inquiry were made public. Although the Commission believes that policyholders may have beenprejudiced,andthattheZimbabweanGovernment,regulatorsandtheinsuranceindustryplayedarole in the lossofvalue, thisfinding issubject toreviewby thePresidentandCabinet.Furthermore, theCommissiondidnotdetermineamethodologyforquantifyingorallocatingresponsibilityforthisprejudice,andrecommendedthatthisbethesubjectofafurtherindependentprocesstodeterminecriteriaforassessingprejudiceaswellasabasisforcompensation,whichwillalsotakeintoaccounttheneedtomaintainstabilityand confidence in the industry. That being the case, we are not currently able to establish what impact the Commission’s findings will have on the OMZIL Group.

8.3 The Managed Separation could have a material effect on the Company and the OMZIL Group.

8.4 In the event that the Managed Separation is not implemented for whatever reason, it is anticipated that the Company will redeem the “A” redeemable Preference Share. In that event, the “A” redeemable Preference Share will continue to exist in the authorised but unissued share capital of the Company.

9. Directors’ Responsibility Statement

9.1 The Directors, whose names are set out below, collectively and individually accept full responsibility for the accuracy of the information provided in this Circular and certify that, to the best of their knowledge and belief, there are no other facts the omission of which would make any statement in this Circular false or misleading, that they have made all reasonable enquiries to ascertain such facts (where applicable), and that this Circular contains all information required by law and the Admission rules.



9.2 The statements contained in this Circular are made as at the Last Practicable Date, unless some other time is specified in relation to them, and neither the publication nor the service of this Circular shall give rise to any implication that there has been no change in the facts set forth in this Circular since such date or to any implication that any change in such facts since such date will be published except insofar as this is required to be done by the Admission rules. Nothing contained in this Circular shall be deemed to be a forecast, projectionorestimateofthefuturefinancialperformanceoftheCompanyortheOMZILGrouporanyotherperson.

9.3 The contents of this Circular are not to be construed as legal, business or tax advice. Shareholders should consult their own legal adviser, financial adviser or tax adviser for advice.

Signed on 17 May 2018 by the Directors: Name Position Signature Johannes !Gawaxab Non-Executive Chairman (Signed on original) Jonas Mushosho Group Chief Executive Officer (Signed on original) Isiah Tendai Mashinya Group Chief Operating Officer (Signed on original) Nyarai Takuranazvo Tsungayi Mudekunye Group Finance Director (Signed on original) Darryll Benecke Non-Executive Director (Signed on original) Timothy Michael Johnson Non-Executive Director (Signed on original) Mordecai Pilate Mahlangu Non-Executive Director (Signed on original) Kennedy Mandevani Non-Executive Director (Signed on original) Leonard Ladislas Tsumba Non-Executive Director (Signed on original) Iain George Williamson Non-Executive Director (Signed on original) 10. Experts’ and Advisors’ Consents

Kantor & Immerman Legal Practitioners, Corpserve Transfer Secretaries (Private) Limited and Old Mutual Securities (Private) Limited have given, and have not withdrawn, their consents to the issue of this Circular with the inclusion of their names and logos in the forms and contexts in which they appear.

11. FINSEC Listings Committee Approval

This Circular is being issued in compliance with the Admission rules. The FINSEC Listings Committee has approved the distribution of this Circular. A copy of the letter will lie open for inspection.

12. Associated Costs

The costs associated with the preparation and dispatch of this Circular, which comprise various advisory and regulatoryfeesandadvertising,printingandpostagecosts,amounttoapproximatelyUS$13000.

13. Documents Available for Inspection

The following documents or copies thereof, are available for inspection at the registered office of the Company at Mutual Gardens, 100 The Chase West, Emerald Hill, Harare, during normal business hours on week days (excluding any public holidays) until and including the date of the EGM:

13.1 the original Circular;

13.2 the EGM Notice;

13.3 the experts’ and advisors’ consents;

13.4 the approval letter issued by the FINSEC Listings Committee;



13.5 the approval letter issued by IPEC;

13.6 the Memorandum of Association and the Articles;

13.7 the Old Mutual Limited MOI;

13.8 the OM plc Articles;

13.9 excerpts from the OM plc Board approval of the amendment of the Scheme Document;

13.10 the Proxy Form;

13.11 an excerpt from the approval letter issued by the rBZ;

13.12 the Scheme Document;

13.13 the trust deed of the Existing Dividend Access Trust;

13.14 the draft trust deed of the New Dividend Access Trust; and

13.15 an excerpt from the resolution of the board of directors of Old Mutual Limited authorising the establishment of the New Dividend Access Trust.

14. Directors’ Recommendations

The Directors have considered the resolutions and recommend that Shareholders vote in favour of the resolutions. Those Directors who hold Shares will vote in favour of the resolutions at the EGM in respect of their own shareholdings.

15. Concluding Remarks - EGM

15.1 The EGM Notice and the Proxy Form are set out in Appendix I and Appendix II, respectively.

15.2 I look forward to welcoming you at the EGM. If you are a holder of dematerialised B Class Shares not registered in your own name and you wish to attend the EGM, please instruct your Custodian or Securities Dealer to issue you with the necessary letter of representation to attend the EGM.

15.3 If you cannot attend the EGM but wish to be represented at the EGM in respect of your Shares, please vote:

15.3.1 by appointing a proxy or proxies, if you are a Shareholder holding certificated Shares or if you are a holder of dematerialised B Class Shares registered in your own name; or

15.3.2 by providing your Custodian or Securities Dealer with your voting instructions, if you are a holder of dematerialised B Class Shares not registered in your own name.

Yours faithfully,for and on behalf of the BoardOld Mutual Zimbabwe Limited

(Signed on original)

J. !GawaxabNon-Executive Chairman



For distribution to the shareholders and auditor of Old Mutual Zimbabwe Limited (the Company), Financial Securities Exchange (Private) Limited and the other persons identified in article 150 of the Company’s articles of association (Articles)

1. In connection with the restructuring of the Old Mutual plc group of companies, which was announced in March 2016 and is referred to as the Managed Separation, Old Mutual Limited has established dividend access trusts in the republics of Malawi, Namibia and Zimbabwe. It is proposed that the Company will, inter alia, increase its authorised share capital by way of the creation of one “A” redeemable preference parvalueshareofUS$1.00andwillissuesuchsharetothedividendaccesstrustestablishedbyOldMutualLimited in the republic of Zimbabwe (Zimbabwe) (New Dividend Access Trust).

2. NOTICE IS HEREBY GIVEN as contemplated by Article 59 of the Articles that an extraordinary general meeting of the Company will be held at Meikles Hotel, Corner of Third Street and Jason Moyo Avenue, Harare on Tuesday, 12 June 2018 at 14h30 (EGM), for the purpose of considering and, if deemed fit, passing, with or without modification, the following resolutions (Resolutions):

2.1 Special Resolution 1 - increase of share capital

As a special resolution, that the authorised share capital of the Company be and is hereby increased from US$2001.00toUS$2002.00bywayofthecreationofone“A”redeemablepreferenceparvalueshareofUS$1.00(“A”RedeemablePreferenceShare).

2.2 Special Resolution 2 - amendment of Memorandum of Association

As a special resolution, that item 4 of the Company’s memorandum of association (Memorandum of Association) be deleted and replaced with the following new item 4:

4. ThesharecapitaloftheCompanyisUS$2002.00dividedinto- 4.1. 292953126ordinaryparvaluesharesofUS$0.0000032each; 4.2 249035156“A”classordinaryparvaluesharesofUS$0.0000032each; 4.3 83011718“B”classordinaryparvaluesharesofUS$0.0000032each; 4.4 1redeemablepreferenceparvalueshareofUS$1.00;and 4.5 1“A”redeemablepreferenceparvalueshareofUS$1.00,

withpower todivide theshares in thecapital,originalor increased,withorsubject toanypreferential,special or qualified rights or conditions as regards dividends, repayment of capital, voting or otherwise.”.

2.3 Special Resolution 3 - amendment of Articles

As a special resolution, that the phrase “(save as otherwise set out in these regulations)” be inserted after the word “must” in the second sentence of Article 7.

NOTICE OF EXTRAORDINARY GENERAL MEETING

APPENDIX I: EGM NOTICE

Old Mutual Zimbabwe Limited(Incorporated in Zimbabwe on 10 June 1998 under company registration number 5684/98)

Directors: Mr J. !Gawaxab (Chairman)*, Mr J. Mushosho (Group Chief Executive Officer), Mr I.T. Mashinya (Group Chief Operating Officer), Mr N.T.T. Mudekunye (Group Finance Director), Mr D. Benecke*,Mr T.M. Johnson*, Mr M.P. Mahlangu*, Dr K. Mandevani*, Dr L.L. Tsumba*, Mr I.G. Williamson*

*Non-Executive

Address: Mutual Gardens, 100 The Chase West, Emerald Hill, Harare, Zimbabwe | PO Box 70, Harare, Zimbabwe


2.4 Special Resolution 4 - amendment of Articles

As a special resolution, that the following new Article numbered 8F be inserted into the Articles:

“OML (Zimbabwe) Dividend Access Trust / Old Mutual Limited Dividend Access Share

8FOne“A”redeemablepreferenceparvalueshareofUS$1.00(theOldMutualLimiteddividendaccessshare (OML DAS)) shall be issued to the OML (Zimbabwe) Dividend Access Trust (OML DAT) at par pursuant to, and for the purposes of, the Dividend Access Arrangements (as defined and referred to in the memorandum of incorporation of Old Mutual Limited, as amended or replaced from time to time (Memorandum of Incorporation)).

(1)TheOMLDASshallhavethefollowingrightsandbesubjecttothefollowingrestrictions:

(i) as regards dividends:

out of the profits available for distribution and resolved by the Directors to be distributed in respect of each financial year of the Company the holder of the OML DAS shall be entitled to be paid apreferencedividendofUS$100.00 (onehundredUnitedStatesDollars)and in respectofanyfinancial year of the Company from time to time such further interim or final dividend/s out of any lawful source as the Directors in their absolute discretion shall resolve, provided that:

(a) thefurtherdividendshallnotenjoyanypreferencetodividendsdeclaredontheordinarysharesand shall rank after dividends declared on ordinary shares and, unless the terms of such class or classes expressly provide otherwise, shall rank after dividends declared on all other class or classes of shares as may be issued by the Company from time to time;

(b) any dividend on the OML DAS shall be paid to the holder of the OML DAS or to such persons as such holder nominates in writing (in which case any liability of the Company to pay the dividend shall be satisfied upon payment in accordance with such instructions);

(c) the Directors’ discretion shall be exercised only with reference to distributions (including any cash elections permitted under or in respect of the distribution) declared or made from time to time by Old Mutual Limited (each a Specified Distribution) and, in respect of each such Specified Distribution, on the basis that any dividend on the OML DAS shall not exceed the maximum amount which the OML DAT would, upon receipt, be required to pay to shareholders of Old Mutual Limited whose names are registered on its Zimbabwe branch register in respect of such ordinary shares on the relevant record date of the Specified Distribution (calculated on the basis that all relevant shareholders exercise in full any cash elections permitted under or in respect of the distribution) in order pursuant to the Memorandum of Incorporation to reduce to nil the amount of the distribution (or elective payment) otherwise claimable by such shareholder from Old Mutual Limited;

(ii) as regards capital:

onareturnofcapitalonawindinguporotherrepaymentofcapital,subjecttothepaymentofallarrears or accruals of dividends on the OML DAS, the amount payable on the OML DAS shall be its par value;

NOTICE OF EXTRAORDINARY GENERAL MEETING (continued)


(iii) as regards transfer:

the OML DAS shall not be transferred or otherwise dealt with by the holder without the prior written permission of Old Mutual Limited;

(iv) as regards redemption:

(a) the OML DAS may, with the prior written approval of Old Mutual Limited, be redeemed at the option of the Company at any time;

(b) the redemption money payable on the OML DAS shall be as set out in sub-paragraph (ii); and

(c) redemption shall be effected by the Company giving the holder of the OML DAS not less than 30 (thirty) days’ written notice setting out the date fixed for the redemption and the place at which the certificate for the OML DAS is to be presented for redemption against payment of the redemption money (which shall be the Office);

(v) as regards voting:

the OML DAS shall have the right to vote only in respect of (i) a resolution for the winding up of the Company and (ii) such other matters as such share mandatorily has a right to vote on under the Act, and in each such case shall have a single vote.

(2) The OML DAS confers no rights to share in the assets of the Company during its continuation or on winding up other than through dividend participation or redemption in terms of this article.”.

2.5 Ordinary Resolution 1 - “A” Redeemable Preference Share not to be offered to existing shareholders

As an ordinary resolution, that the “A” redeemable Preference Share will not be offered to the existing shareholders of the Company.

2.6 Ordinary Resolution 2 - issue of “A” Redeemable Preference Share

As an ordinary resolution, that the board of directors of the Company (Board) be and is hereby authorised to issue the “A” redeemable Preference Share to the New Dividend Access Trust.

2.7 Ordinary Resolution 3 - authority to directors

As an ordinary resolution, that any director of the Company be and is hereby authorised to do all such things and sign all such documents as may be necessary or reasonably required in order to give effect to these resolutions.

3. The Chairman of the Board has in terms of Article 68(a) determined that the resolutions, to be put to the vote oftheEGM,shallbetakenbywayofapoll.Subjecttoanyrightsorrestrictionsforthetimebeingattachedto any class or classes of shares, on a poll every member shall have one vote for every share of which he, she or it is the holder. On a poll a member entitled to more than one vote need not, if the member votes, use all his, her or its votes or cast all the votes he, she or it uses in the same way.

APPENDIX I: EGM NOTICE


4. On a poll votes may be given either personally or by proxy. A proxy need not be a member of the Company.

5. Any instrument appointing a proxy shall be in writing under the hand of the appointer or of his or her agent duly authorised in writing, or, if the appointer is a corporation, either under seal, or under the hand of an officer or agent duly authorised. An instrument appointing a proxy shall be executed in any usual or common form.

6. The instrument appointing a proxy and the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority shall be deposited at the registered office of the Company not less than 24 hours before the time appointed for the taking of the poll (i.e. by no later than 14h30 on Monday, 11 June 2018) and in default the instrument of proxy shall not be treated as valid.

7. Any corporation which is a member of the Company may by resolution of its directors or other governing body authorise such person as it thinks fit to act as its representative at the EGM, and the person so authorised shall be entitled to exercise the same powers on behalf of the corporation which he or she represents as that corporation could exercise if it were an individual member of the Company.

By order of the Board

______________________________ChairmanDate: 18 May 2018


For use only by Shareholders holding certificated Shares and holders of dematerialised B Class Shares registered in their own name who are unable to attend the EGM to be held at Meikles Hotel, Corner of Third Street and Jason Moyo Avenue, Harare on Tuesday, 12 June 2018 at 14h30 but wish to be represented thereat.

• ShareholdersholdingcertificatedSharesmustcompletethisProxyFormandreturnsametotheCompanySecretary as soon as possible but not later than 14h30 on Monday, 11 June 2018.

• HoldersofdematerialisedBClassShareswhohaveelectedtohavesuchSharesregisteredintheirownname in the register through their Custodian or Securities Dealer must complete this Proxy Form and lodge it with their Custodian or Securities Dealer in terms of the custody agreement entered into between them and their Custodian or Securities Dealer in sufficient time to allow their Custodian or Securities Dealer to return same to the Company Secretary by no later than 14h30 on Monday, 11 June 2018.

Holders of dematerialised B Class Shares not registered in their own name who are unable to attend the EGM but wish to be represented thereat must not complete this Proxy Form and must instead provide their Custodian or Securities Dealer with their voting instructions in terms of the custody agreement entered into between such Shareholders and their Custodian or Securities Dealer.

Form of proxy for the EGM (please refer to the notes on completion that follow)

I/We (Name in block letters)

of (Address)

being the holder/s of Shares hereby appoint/s (see note 1)

1.

of or failing him/her

2.

of or failing him/her

Old Mutual Zimbabwe Limited(Incorporated in Zimbabwe on 10 June 1998 under company registration number 5684/98)(ATP share code: OMZIL)(the Company)

APPENDIX II: PROXY FORM

PROXY FORM


3. theChairmanoftheCompany,orfailinghim,theChairmanoftheEGM(oranyadjournmentthereof)asmy/our proxy to vote for me/us on my/our behalf at the EGM to be held at Meikles Hotel, Corner of Third StreetandJasonMoyoAvenue,HarareonTuesday,12June2018at14h30oratanyadjournmentthereof.

I/We desire to vote as follows (see note 3 below):

For Against Abstain

SPECIAL RESOLUTIONS

Special resolution number 1 To approve the increase of the Company's share capital

Special resolution number 2To approve the amendment of the Memorandum of Association

Special resolution number 3To approve the amendment of Article 7

Special resolution number 4To approve the insertion of Article 8F

ORDINARY RESOLUTIONS

Ordinary resolution number 1The "A" redeemable Preference Share not to be offered to existing Shareholders

Ordinary resolution number 2 Authority to issue the "A" redeemable Preference Share to the New Dividend Access Trust

Ordinary resolution number 3 Authority to directors to implement the resolutions

unless otherwise instructed, my/our proxy may vote or abstain from voting as he/she thinks fit.

Signed at on 2018

Signature

Assisted by me (where applicable) Please see notes below

Notes:1. Capitalised terms not otherwise defined in this Proxy Form have the meanings given to them in the “Definitions”

section of the Circular to which this Proxy Form is appended as Appendix II. For the purposes of these notes to this Proxy Form, “Shareholder” means (i) a Shareholder holding certificated Shares and (ii) a holder of dematerialised B Class Shares registered in the Shareholder’s own name.

2. A Shareholder is entitled to appoint one or more proxies (none of whom need be a Shareholder) to attend, speak and vote in the place of that Shareholder at the EGM. A Shareholder may therefore insert the name of a proxy or the names of two alternative proxies of the Shareholder’s choice in the space provided, with or without deleting “the Chairman of the Company, or failing him, the Chairman of the EGM (or any adjournmentthereof)”.ThepersonwhosenamestandsfirstontheProxyFormandwhoispresentattheEGMwill be entitled to act as proxy to the exclusion of those whose names follow.

PROXY FORM (continued)


3. A Shareholder’s instructions to the proxy must be indicated by the insertion of an “X” in the appropriate box alongside the resolution concerned. Failure to comply with this instruction will be deemed to authorise the Chairman of the EGM, if he is the authorised proxy, to vote in favour of the resolutions at the EGM, or any other proxy to vote or abstain from voting at the EGM as he/she deems fit, in respect of the Shareholder’s total holding. The Proxy Form must be signed and dated for it to be valid. Any alterations or corrections to the Proxy Form must be initialled.

4. The completion and lodging of this Proxy Form will not preclude the relevant Shareholder from attending the EGM and speaking and voting in person thereat to the exclusion of any proxy appointed in terms hereof, should such Shareholder wish to do so.

5. Every Shareholder present in person or by proxy and entitled to vote shall, on a show of hands, have only one vote and, upon a poll, every Shareholder shall have one vote for every Share held.

6. Inthecaseofjointholders,thevoteoftheseniorjointholderwhotendersavote,whetherinpersonorbyproxy,willbeacceptedtotheexclusionofthevotesoftheotherjointholders,forwhichpurposesenioritywillbedeterminedbytheorderinwhichthenamesstandintheregisterofShareholdersinrespectofjointholding(s).

7. Documentary evidence establishing the authority of the person signing this Proxy Form in a representative capacity (e.g. for a company, private business corporation, trust, pension fund, deceased estate, etc.) must be attached to this Proxy Form unless previously recorded by the Company’s transfer secretaries or waived by the Chairman of the EGM.

8. TheChairmanoftheEGMmayacceptorrejectanyProxyFormnotcompletedand/orreceivedinaccordancewith these notes or with the Articles.

9. Completed Proxy Forms and the authority (if any) under which they are signed must be lodged with or posted to either the Company’s registered office, Mutual Gardens, 100 The Chase West, Emerald Hill, Harare (PO Box 70, Harare) or its transfer secretaries (being Corpserve Transfer Secretaries (Private) Limited, 2nd Floor ZB Centre, Corner Kwame Nkrumah and First Street, Harare (PO Box 2208, Harare)), and be received by no later than 14h30 on Monday, 11 June 2018.

PROXY FORM (continued)