Innscor Africa : 2023-01-25 Innscor Africa Limited Listing Press Release

January 24, 2023 at 11:57 pm EST

(Innscor Africa Limited, incorporated in Zimbabwe in 1994 under Company Registration Number 3867/94)

Our passion for value creation

ABRIDGED CIRCULAR TO SHAREHOLDE

Relating to and seeking approvals for:

e Termination of Innscor Africa Limited's listing from the Zimbabwe Stock Exchange and the Subsequent Listing

by Introduction of Innscor Africa Limited on the Victoria Falls Stock Exchange ("e Proposed Transaction")

and incorporating

NOTICE OF AN EXTRAORDINARY GENERAL MEETING

Notice of an Extraordinary General Meeting of the members of Innscor Africa Limited ("Innscor"), to be held physically at the Royal Harare Golf Club situated at 5th Street Extension, Harare, Zimbabwe and virtually by electronic means, on Wednesday, 15 February 2023, at 1000 hours. e notice was published on Wednesday, 25 January 2023 in accordance with the Listings Requirements of the Zimbabwe Stock Exchange ("ZSE") and the Companies and Other Business Entities Act (Chapter 24:31) of Zimbabwe, as set out at the end of this Document. Shareholders are asked to complete and return the attached form of proxy in accordance with the instructions printed thereon, as soon as possible, but not later than 1600 hours, on Monday, 13 February 2023.

Financial Advisors

Sponsoring Brokers

Legal Advisors

Transfer Secretaries

ACTION REQUIRED

Read this Document in its entirety, and if you are in any doubt as to the action you should take, you should immediately seek advice from an independent stockbroker, bank manager, legal practitioner, accountant, or any other professional advisor of your choice;
Attend and vote at the EGM to be held on Wednesday, 15 February 2023, at 1000 hours at Royal Harare Gold Club, or virtually by electronic means via the link, https://escrowagm.com/eagmZim/Login.aspx; and
Shareholders who are unable to attend the EGM but who wish to be represented thereat should complete and sign the Proxy Form included with this Document and ensure it is lodged at the physical oces of Innscor situated at 1 Ranelagh Road, Highlands, Harare, so that it is received by the Transfer Secretaries by no later than 1600 hours, on Monday, 13 February 2023. Proxy forms will be accepted at the discretion of the Chairman up to 1 (one) hour before the commencement of the EGM. Shareholders may attend the meeting virtually, notwithstanding the completion and return of a Proxy form.

Date of issue of this document: Wednesday, 25 January 2023

1. OVERVIEW OF THE PROPOSED TRANSACTION

At the Board meeting held on Friday, 9 December 2022, the Board of Directors of Innscor considered the termination of Innscor's ZSE Listing and simultaneous listing of the Company's shares on the VFEX by way of Introduction.

1.1. Rationale for the Proposed Transaction

In future, Innscor will assume a greater ability to raise equity capital in foreign currency to support the Group's capital expenditure, working capital requirements and regional expansion requirements. e VFEX's potential to become a regional exchange enhances Innscor's opportunity to draw in a wider investor pool.
VFEX listing requires USD ﬁnancial reporting, which contributes to a lower risk perception of Innscor and an enhanced understanding of the Company's ﬁnancial position. is will provide the Company with increased leverage to access other forms of ﬁnance at favourable terms.
e VFEX's trading costs of 2.12% are lower than 4.63% on the ZSE, allowing shareholders to retain more of their capital and potentially stimulating the liquidity of Innscor shares.
Foreign shareholders on the VFEX can repatriate their dividends freely in foreign currency and can settle their proceeds from share disposal oshore.
e VFEX oers tax incentives for shareholders, which include a 5% withholding tax on dividends for foreign investors compared to a withholding tax of 10% for non-resident shareholders on the ZSE. Additionally, while capital gains at a rate of 40% apply on the ZSE, on the VFEX, no capital gains tax on share disposal is charged, thus providing optimised earnings for Innscor shareholders on the VFEX compared to the ZSE.
e Company's migration from the ZSE to the VFEX potentially improves the Company's regional proﬁle and commercial standing, creating pathways to the Group's local and regional prospects.
e provision of a de facto third-party USD valuation of the Company enables Innscor's existing shareholders to realise the true value of their holdings and provide a more accurate benchmark of the stock's performance while mitigating valuation volatility.

2.	TIMETABLE FOR THE PROPOSED TRANSACTION

		Important Dates

		Innscor EGM Notice and Circular published	Wednesday, 25 January 2023
		Record Date, Innscor share register closed (at 1600 hours)	Friday, 10 February 2023
		Last day of lodging Proxy Forms (at 1600 hours)	Monday, 13 February 2023
		EGM (at 1000 hours)	Wednesday, 15 February 2023
		Publication of Results of Innscor EGM	ursday, 16 February 2023
		Last day of trading Innscor Shares on the ZSE	Friday, 17	February 2023
		Termination of Innscor ZSE Listing	ursday, 23	February 2023
		Transfer of Innscor share register from the ZSE to the VFEX	ursday, 23	February 2023
		Estimated Completion of Innscor's VFEX Listing	Friday, 24	February 2023

3. OVERVIEW OF INNSCOR AFRICA LIMITED

Proﬁle of Innscor Africa Limited
Innscor is a manufacturer of consumer staple and durable goods for the mass market through a managed, and where strategically appropriate, integrated portfolio of businesses. e Group commands leading market shares across a range of its categories and, over the years, has grown organically through acquisition and by venturing into new categories.
Operations
e Group's operations comprise three core operating segments, namely Mill-Bake, Protein and Other Light Manufacturing. e below information, accompanied by section 3.3, provides a summarized account of the core business units across the Innscor Africa Group, by segment.

Mill-Bake
e segment reports the Group's Bakery Division, and interests in Superlinx Logistics (Private), Limited, the Group's interests in National Foods Holdings Limited, and the Group's non-controlling interests in Profeeds (Private) Limited.
Protein
is segment reports the Group's Colcom Division and its interests in Irvine's Zimbabwe (Private) Limited and the Associated Meat Packers (Private) Limited ("AMP Group").
Other Light Manufacturing
e main operations in this reporting segment are the Group's controlling interests in Prodairy (Private) Limited, Probottlers (Private) Limited, Natpak (Private) Limited, and non-controlling interests in Probrands (Private) Limited.

(Innscor Africa Limited, incorporated in Zimbabwe in 1994 under Company Registration Number 3867/94)

Our passion for value creation

ABRIDGED CIRCULAR TO SHAREHOLDE

3. OVERVIEW OF INNSCOR AFRICA LIMITED (continued)

3.3. Innscor Africa Limited Group Structure

	Mill-Bake			Protein	Head Office Services		Other Light Manufacturing
37.45%	100%	49%	49%	100%	50.1%	50.64%	39.2%	50.1%	58.33%	60%	50.2%

Probrands

The Buffalo

National

Bread

Profeeds

Irvine's

Colcom

Associated

Probottlers

Prodairy

Natpak

Zando

Company (Priv

Foods Holding

Division

(Private) Limite

Zimbabwe

Division

Meat Packers

(Private) Limit

(Private) Limi

Limited

(Associate Compa

(Private) Limite

(Private) Limi

(Associate Comp

National

Shepperton

47 x Retail Stores

Feedmill

Colcom Holdings

Texas Meats

Keshelmar

78.33%

100%

23 x Retail Stores

50% (Private) Limited

Foods Limited

Road Plant Harare

(Division)

Limited

3x Texas Meat Market

(Associate Company)

(Division)

Alpha

Saxin

100%

National

1 x Feed

Commercial Hatchery

Triple C Pigs

Silkchin

Mafuro

Packaging

100% Enterprises

Foods Properties

Lennard

Factory (Division)

(Division)

50.01%

(Private) Limited

Trading

Farming

Limited

Bread Bulawayo

(Pvt) Ltd

80% (Private) Limited

(Division)

(Associate Company)

Sabithorn

66%

Aquafeeds

Breeders

Colcom

54% (Private) Limited

100%

Breathaway

(Private)

(Division)

Foods Limited

Intercane

Food Caterers

Bakers Inn

Limited

100%

50.1%

(Pvt) Ltd

50%

49.89%

(Private) Limited

Logistics

(Pvt) Ltd

20 Texas

Layers (Division)

Chicken Stores

Nutrimaster

Botswana Milling

50%

Superlinx

(Private)

100%

& Produce

50%

Limited

Broilers

Company

(Private)

and Abattoir

(Private) Limited

Limited

(Division)

100%

Red Seal

Manufactures

(Private) Limited

IT Services

Paperhole Invest

Afrigrain

Treasury Divis

Payroll & Welln

Group Propert

Other Head Offi

Services

Division

(Private) Limit

National

Shared Servic

Trading Limit

50%

Foods Logistics

(Associate Comp

(Pvt) Ltd

(Associate Company)



50%	60%
Syntegra Solutions	Raerty Investments

(Private) Limited	(Private) Limited) t/a	Tax
		Providence Human Capital

30%	1 x Hospital	Internal
Legal
		5 x Industrial
		Clinics

MyCash

Financial Serv

(Private) Limi

Nutrimaster

50% (Private) Limited

IL Integrated

50% Agric (Private)

Limited

4. CORPORATE GOVERNANCE

5. CONDITIONS PRECEDENT

Introduction
Critical to Innscor's corporate governance values is the need to ensure that Innscor observes principles and ethical practices benchmarked on international best practices. Innscor continues to monitor and align its codes of corporate practices and conduct with local and international corporate governance codes, such as the National Code of Corporate Governance in Zimbabwe (ZIMCODE) which the Board has adopted as the primary code of Corporate Governance for the Innscor Group. Innscor will continue to explore aligning with the OECD Principles of Corporate Governance.
Board of Directors
e Group continues to align the Board composition with the Companies and Other Business Entities Act ("COBE") and with the ZSE Listing Requirements and in line with governance policy and international best practices of corporate governance. At the commencement of FY2022, the Board of Directors consisted of 2 Executive Directors, 3 Independent Non-Executive Directors and 2 Non-IndependentNon-Executive Directors, a composition and number per the requirements of COBE that a public company should have a minimum of 7 Directors.
e Chairman and Non-Executive Directors bring signiﬁcant experience and intuition to guide an active and ambitious executive management team. e Board meets quarterly to monitor the performance of the Group and its management and to deliberate on the strategic direction of its operations.
Directors' Interests
e principles of observing sound ethical practices, values and conduct are ultimately the Board and Management's responsibility. Declarations of interest and any conﬂict arising in carrying out the eective roles and responsibilities are a requirement of all Innscor Directors and Management. Such declarations are included in the business of all Board meetings held during the year by the Company.
At 30 June 2022, the Directors held, directly and indirectly, the following number of shares:

	30 June 2022	30 June 2021
	# of shares	# of shares
Z. Koudounaris	114,817,346	114,517,346
M.J. Fowler	109,179,327	108,566,827
J.P. Schonken	5,176,487	4,151,487
G. Gwainda	1,683,859	991,759
A.B.C. Chinake	1,329,645	957,545
T.N. Sibanda	950,000	650,000
D.K. Shinya	11,900	2,200
	233,148,564	229,837,164

Several cautionary announcements have been issued to the shareholders of Innscor informing them of the Company's intention to delist from the ZSE and listing on the VFEX by way of introduction. e ZSE has granted authority to delist Innscor's shares from the ZSE subject to the conditions listed below:

- Innscor Board approval of the listing by the introduction of the Company's ordinary shares on the VFEX;
- e passing by shareholders of Innscor of the resolutions, by the requisite majority, at an EGM to be held on Wednesday, 15 February 2023, in terms of the Notice of the EGM published in the national press dated Wednesday, 25 January 2023; and
- Obtaining all such necessary regulatory approvals as may be required, including exchange control by the RBZ and issuing a letter of good standing by the ZSE to Innscor.
DOCUMENTS AVAILABLE FOR INSPECTION
Shareholders may inspect this Circular and the documents available as listed below between 0800 hours and 1600 hours from Monday, 30 January 2023 to Friday, 10 February 2023, at the Sponsoring Broker's physical oces at Tunsgate Business Park, 30 Tunsgate Road, Mount Pleasant, Harare, Zimbabwe, as well as the Company's registered oce at 1 Ranelagh Road, Highlands, Harare, Zimbabwe:
- e Memorandum of Association of the Company;
- Innscor Board Approval of the Proposed Transaction;
- e expert-written consent letters;
- e Innscor Audited Financial Statements and Notes to the Financial Statements for the three ﬁnancial years ended 30 June 2020, 30 June 2021 and 30 June 2022;
- e ZSE approval for the delisting of Innscor from the ZSE; and
- e VFEX approval for the listing of Innscor onto the VFEX.
DIRECTORS' RESPONSIBILITY STATEMENT
e Directors collectively, and individually accept full responsibility for the accuracy of the information provided in this Abridged 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 false or misleading. ey have made all reasonable enquiries to ascertain such facts, and that this Abridged Circular contains all information required by law, ZSE and VFEX listing rules.
e Directors conﬁrm that this Abridged Circular includes all such information within their knowledge (or which it would be reasonable for them to obtain by making enquires) that investors and their professional advisors would reasonably expect to ﬁnd for the purpose of making an informed assessment of the assets and liabilities, ﬁnancial position, proﬁts and losses and prospects of the issuer, and of the rights attaching to the securities to which the listing particulars relate.

(Innscor Africa Limited, incorporated in Zimbabwe in 1994 under Company Registration Number 3867/94)

Our passion for value creation

ABRIDGED CIRCULAR TO SHAREHOLDE

8. CONSOLIDATED FINANCIAL STATEMENTS

Group Statement of Proﬁt or Loss and Other Comprehensive Income for the year ended 30 June 2022

INFLATIONADJUSTED

2022	2021	2020
ZW$'000	ZW$'000	ZW$'000
June	June	June
Audited	Audited	Restated

	HISTORICAL

2022	2021	2020
ZW$'000	ZW$'000	ZW$'000
June	June	June
Supplementary	Supplementary	Supplementary

Revenue	290,780,098	195,082,046	144,226,944	159,575,763	56,485,603	11,159,427
Cost of raw materials	(128,841,361)	(123,208,376)	(84,702,157)	(77,826,735)	(31,352,790)	(4,756,675 )
Proﬁt before operating expenses and other trading income	161,938,737	71,873,670	59,524,787	81,749,028	25,132,813	6,402,752
Other trading income	3,917,789	1,921,357	916,548	2,390,117	606,727	71,892
Operating expenses	(78,023,588)	(48,798,695)	(38,612,623)	(45,271,162)	(14,359,699)	(3,065,473 )
Operating proﬁt before the listed items below	87,832,938	24,996,332	21,828,712	38,867,983	11,379,841	3,409,171
Financial income	5,855,394	2,267,158	2,337,454	9,150,755	645,211	397,287
Depreciation & amortisation	(3,806,854)	(3,327,510)	(3,154,003)	(984,068)	(182,305)	(82,410 )
Fair value adjustments on listed equities	1,922,706	(2,066,206)	1,008,054	3,589,302	106,046	696,453
Fair value adjustments on biological assets	1,111,381	(3,089,315)	(185,628)	4,611,328	396,135	282,601
Operating proﬁt before items listed below	92,915,565	18,780,459	21,834,589	55,235,300	12,344,928	4,703,102
Interest income	954,301	437,465	213,145	528,916	131,558	12,584
Interest expense	(8,533,750)	(4,763,541)	(3,006,750)	(4,729,791)	(1,415,319)	(237,453 )
Equity accounted earnings	8,166,761	5,696,001	6,696,783	4,650,806	1,880,571	858,414
Monetary (loss)/gain	(23,230,437)	(98,745)	1,359,432	-	-	-
Proﬁt before tax	70,272,440	20,051,639	27,097,199	55,685,231	12,941,738	5,336,647
Tax expense	(16,582,527)	(8,116,006)	(5,454,528)	(9,717,938)	(2,451,245)	(920,064 )
Proﬁt for the year	53,689,913	11,935,633	21,642,671	45,967,293	10,490,493	4,416,583
Other comprehensive income - to be recycled to proﬁt or loss
Exchange dierences arising on the translation of foreign Operations attributable to:
Equity holders of the parent	16,215,626	1,004,562	5,701,984	16,215,626	1,004,562	1,955,681
Non-controlling interests	991,733	11,749	387,976	991,733	11,749	133,069
Other comprehensive income for the year, net of tax	17,207,359	1,016,311	6,089,960	17,207,359	1,016,311	2,088,750
Total comprehensive income for the year	70,897,272	12,951,944	27,732,631	63,174,652	11,506,804	6,505,333
Proﬁt for the year attributable to:
Equity holders of the parent	38,943,944	7,423,621	14,143,485	33,895,857	7,144,165	3,064,586
Non-controlling interests	14,745,969	4,512,012	7,499,186	12,071,436	3,346,328	1,351,997
	53,689,913	11,935,633	21,642,671	45,967,293	10,490,493	4,416,583
Total comprehensive income for the year attributable to:
Equity holders of the parent	55,159,570	8,428,183	19,845,469	50,111,483	8,148,727	5,020,267
Non-controlling interests	15,737,702	4,523,761	7,887,162	13,063,169	3,358,077	1,485,066
	70,897,272	12,951,944	27,732,631	63,174,652	11,506,804	6,505,333
Group Statement of Financial Position
As at 30 June 2022
		INFLATIONADJUSTED			HISTORICAL COST

	2022	2021	2020	2022	2021	2020
	ZW$'000	ZW$'000	ZW$'000	ZW$'000	ZW$'000	ZW$'000
	June	June	June	June	June	June
	Audited	Audited	Restated	Supplementary	Supplementary	Supplementary
ASSETS


Non-current assets
Property, plant and equipment	63,158,545	36,966,116	28,915,276	23,395,336	4,412,453	943,670
Right of use assets	3,307,678	2,087,659	1,426,008	1,475,533	300,764	43,274
Intangible assets	5,773,804	5,650,865	5,613,504	95,132	51,233	41,370
Investments in associates	29,367,595	19,077,921	15,909,111	17,660,937	4,459,909	2,120,352
Other assets	7,598,526	3,928,920	7,334,475	7,361,824	1,268,162	1,180,363
Biological assets	2,079,720	707,404	628,869	1,899,833	225,411	-
Deferred tax assets	-	-	-	2,395,333	92,320	104,378
	111,285,868	68,418,885	59,827,243	54,283,928	10,810,252	4,433,407
Current assets
Other assets	7,028,942	-	-	7,028,942	-	-
Biological assets	9,291,351	5,895,663	6,285,171	6,377,951	1,672,688	561,641
Inventories	56,184,362	24,716,870	25,036,149	40,825,807	8,331,456	3,328,048
Trade and other receivables	45,846,681	24,898,455	16,318,141	42,949,328	8,650,159	2,555,253
Cash and cash equivalents	20,127,751	9,921,595	9,632,069	20,127,751	4,389,036	2,125,956
	138,479,087	65,432,583	57,271,530	117,309,779	23,043,339	8,570,898
Asset of disposal group classiﬁed as held for sale	-	-	191,681	-	-	7,648
Total Assets	249,764,955	133,851,468	117,290,454	171,593,707	33,853,591	13,011,953
EQUITY AND LIABILITIES
Capital and reserves
Ordinary share capital	761,489	761,331	761,123	5,760	5,699	5,648
Share premium	2,652,625	2,547,630	2,459,691	36,351	25,892	20,358
Other reserves	17,433,327	(274,188)	4,302,729	19,510,873	2,683,984	2,056,538
Distributable reserves	83,043,063	50,763,266	47,553,098	40,488,470	9,470,981	3,575,773
Attributable to equity of the parent	103,890,504	53,798,039	55,076,641	60,041,454	12,186,556	5,658,317
Non-controlling interests	39,167,824	24,569,336	22,695,748	16,792,619	4,230,431	1,664,099
Total Shareholders' Equity	143,058,328	78,367,375	77,772,389	76,834,073	16,416,987	7,322,416
Non-current liabilities
Deferred tax liabilities	13,857,300	6,283,960	7,511,761	1,910,307	146,326	215,964
Lease liabilities	1,701,292	723,681	295,461	1,701,292	248,208	49,040
Interest bearing borrowings	3,055,249	1,707,330	262,952	3,055,249	585,579	43,644
	18,613,841	8,714,971	8,070,174	6,666,848	980,113	308,648
Current liabilities
Lease liabilities	519,811	258,790	96,480	519,811	88,760	16,014
Interest-bearing borrowings	25,126,191	17,417,306	7,317,173	25,126,191	5,973,779	1,214,485
Trade and other payables	53,407,651	24,869,007	19,969,877	53,407,651	8,946,349	3,477,471
Provisions	1,102,769	642,339	388,664	1,102,769	220,309	64,510
Current tax liabilities	7,936,364	3,581,680	3,675,697	7,936,364	1,227,294	608,409
	88,092,786	46,769,122	31,447,891	88,092,786	16,456,491	5,380,889
Total liabilities	106,706,627	55,484,093	39,518,065	94,759,634	17,436,604	5,689,537
Total equity and liabilities	249,764,955	133,851,468	117,290,454	171,593,707	33,853,591	13,011,953

(Innscor Africa Limited, incorporated in Zimbabwe in 1994 under Company Registration Number 3867/94)

Our passion for value creation

ABRIDGED CIRCULAR TO SHAREHOLDE

8. CONSOLIDATED FINANCIAL STATEMENTS (continued)

Group Statement of Cash Flows for the year ended 30 June 2022

INFLATIONADJUSTED

2022	2021	2020
ZW$'000	ZW$'000	ZW$'000
June	June	June
Audited	Audited	Restated

	HISTORICAL

2022	2021	2020
ZW$'000	ZW$'000	ZW$'000
June	June	June
Supplementary	Supplementary	Supplementary

Cash generated from operations	60,878,632	24,770,808	2,775,484	8,647,252	5,865,822	949,422
Interest income	954,301	437,465	213,145	528,916	131,558	12,584
Interest expense	(8,533,750)	(4,763,541)	(3,006,750)	(4,729,791)	(1,415,319)	(237,453 )
Tax paid	(7,247,722)	(5,365,407)	(3,553,329)	(3,497,743)	(2,034,902)	(261,329 )
Total cash generated from/ (utilised in) operating activities	46,051,461	15,079,325	(3,571,450)	948,634	2,547,159	463,224
Investing activities	(12,730,372)	(11,494,047)	(4,375,117)	(6,762,593)	(3,642,598)	(291,447 )
Net cash (outﬂow)/ inﬂow before ﬁnancing activities	33,321,089	3,585,278	(7,946,567)	(5,813,959)	(1,095,439)	171,777
Financing activities	28,681,589	10,608,971	7,333,262	14,195,297	2,652,845	813,931
Issue of new shares	158	201	796	61	51	51
Share Premium	104,995	87,918	40,192	10,459	5,534	2,546
Dividends Paid by Holding Company	(6,664,147)	(4,213,875)	(1,552,458)	(2,878,368)	(1,248,957)	(127,272 )
Dividends paid to minority shareholders	(2,676,345)	(2,705,324)	(1,034,286)	(1,381,250)	(809,249)	(97,032 )
Drawdowns on borrowings	50,724,492	20,081,627	20,125,445	24,479,583	5,409,810	1,480,125
Repayment of borrowings	(13,688,852)	(2,039,528)	(10,050,219)	(6,606,225)	(549,430)	(428,971 )
Lease payments	(498,440)	(341,675)	(197,587)	(240,543)	(74,248)	(15,618 )
Purchase of treasury shares	-	(375,686)	-	-	(111,730)	-
Cash received from non-controlling interests	1,379,728	115,313	1,379	811,580	31,064	102
Net increase / (decrease) in cash and cash equivalents	62,002,678	14,194,249	(613,305)	8,381,338	1,557,406	985,708
before changes in currency translations
Eects of currency translation on cash and cash equivalents	(51,796,522)	(19,043,163)	3,245,118	7,357,377	705,674	994,142
Net increase / (decrease) in cash and cash equivalents	10,206,156	(4,848,914)	2,631,813	15,738,715	2,263,080	1,979,850
Cash and cash equivalents at the beginning of the year	9,921,595	14,770,509	7,000,256	4,389,036	2,125,956	146,106
Cash and cash equivalents at the end of the year	20,127,751	9,921,595	9,632,069	20,127,751	4,389,036	2,125,956

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting of the Shareholders of Innscor is to be held physically at Royal Harare Gold Club situated at 5th Street Extension, Harare, Zimbabwe and virtually by electronic means, via the link "https://escrowagm.com/ eagmZim/Login.aspx" on Wednesday, 15 February 2023, at 1000 hours, for the purpose of transacting the following business:

TO CONSIDER and, if deemed ﬁt, to pass, with or without modiﬁcation, the following Resolutions:

ORDINARY RESOLUTION 1 - DELISTING OF INNSCOR AFRICA LIMITED FROM THE ZIMBABWE STOCK EXCHANGE

THAT the Company's shares be removed from the Main Board of the Zimbabwe Stock Exchange through voluntary termination of the listing on the Zimbabwe Stock Exchange in terms of section 11 of the ZSE Listing Requirements.

ORDINARY RESOLUTION 2 - AUTHORISED BUT UNISSUED SHARES BE PLACED UNDER THE CONTROL OF THE DIRECTORS

THAT the authorised but unissued ordinary shares of the Company, be placed under the control of the Directors for a period of twelve months or until the next Annual General Meeting, to be issued in compliance with the terms of the Memorandum and Articles of Association of the Company and the VFEX listing requirements, provided that no issue will be made which would eectively transfer the control of the Company without the prior approval of the Shareholders in a general meeting.

ORDINARY RESOLUTION 3 - DIRECTORS AUTHORISED TO GIVE EFFECT TO RESOLUTIONS

"THAT the directors be and are hereby authorised to do any and all such things as may be necessary to give eect to the above resolutions."

ORDINARY RESOLUTION 4 - APPOINTMENT OF BDO ZIMBABWE CHARTERED ACCOUNTANTS AS AUDITORS

"THAT BDO Zimbabwe, Chartered Accountants be appointed as the Auditors of the Company until the conclusion of the next Annual General Meeting."

BY ORDER OF THE BOARD

APPENDIX V - FORM OF PROXY

I / We…………………………………………….………………………………………………………………………….....……………..………………………….

Of……………………………………......……………………………………………………………………………………………………………………………….

Being member/members of the above Company, hereby appoint:

Mr. / Mrs. / Ms. / Dr ……….………………………………………………………………………………………………………………………………………….

Or failing him or her/the Chairman of the EGM………………………………………….....………………………………………………………………….

Of………………………………………………………………………………………………………………………………………………………………………

As my/our proxy to vote for me/us on my/our behalf at the EGM of the Company to be held on Wednesday, 15 February 2023 at 1000 hours and at any adjournment thereof, for the purpose of considering and, if deemed ﬁt passing, with or without modiﬁcation, the resolutions to be proposed thereat in accordance with the following instructions:

Resolutions	For	Against	Abstain

ORDINARY RESOLUTION 1 - DELISTING OF INNSCOR AFRICA LIMITED
FROM THE ZIMBABWE STOCK EXCHANGE

THAT the Company's shares be removed from the Main Board of the Zimbabwe

Stock Exchange through voluntary termination of the listing on the Zimbabwe Stock

Exchange in terms of section 11 of the ZSE Listing Requirements.

ORDINARY RESOLUTION 2- AUTHORISED BUT UNISSUED SHARES BE

PLACED UNDER THE CONTROL OF THE DIRECTORS

Resolutions	For	Against	Abstain

ORDINARY RESOLUTION 3 - DIRECTORS AUTHORISED TO GIVE EFFECT TO
RESOLUTIONS

"THAT the directors be and are hereby authorised to do any and all such things as may be necessary to give eect to the above resolutions."

ORDINARY RESOLUTION 4 - APPOINTMENT OF BDO ZIMBABWE

CHARTERED ACCOUNTANTS AS AUDITORS

"THAT BDO Zimbabwe, Chartered Accountants be appointed as the Auditors of the Company until the conclusion of the next Annual General Meeting."

Signed this

day of

2023

Signature(s) of member

NOTE

In terms of Section 171 of the Companies and Other Business Entities Act (Chapter 24:31), members are entitled to appoint one or more proxies to act in the alternative and to attend and vote and speak in their place. A proxy need not also be a member of the Company. A director or ocer of the Company shall not be appointed as a proxy for a Shareholder.
Regulation 74 of the Company's Articles of Association provides that the instrument appointing a proxy shall be deposited at the oce of the Company not less than 48 hours before the time appointed for holding the meeting.
Shareholders in the form of a corporate body must provide documentary evidence establishing the authority of a person signing the Form of Proxy in a representative capacity; this authority must take the form of a resolution of the corporate body.
According to the approval granted by the ZSE, ordinary resolution number 1 may be passed by a threshold of 50 per centum plus 1 ordinary shares of the votes of all shareholders present or represented by proxy at the general meeting.

FOR OFFICIAL USE

NUMBER OF SHARES HELD

INSTRUCTIONS FOR SIGNING AND LODGING THIS FORM OF PROXY

A Shareholder may 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 EGM", but any such deletion must be initialled by the Shareholder. e person whose name appears ﬁrst on the form of proxy will, unless his/her name has been deleted, be entitled to act as a proxy to the exclusion of those whose names follow.
A Shareholder's instruction to the proxy must be indicated by the insertion of the relevant number of votes exercisable by that shareholder in the appropriate space/s provided as well as by means of a cross whether the shareholder wishes to vote, for, against or abstain from the resolutions. Failure to comply with the above will be deemed to authorize the proxy to vote or abstain from voting at the EGM as he/she deems ﬁt in respect of all the Shareholder's votes exercisable thereat. A Shareholder or his/her proxy is not obliged to use all the votes exercisable by the Shareholder or by his/her proxy or cast them in the same way.
Deletion of any printed matter and the completion of any blank spaces need not be signed or initialled. Any alteration or correction must be initialled by the signatory or signatories.
e Chairman shall be entitled to decline to accept the authority of a person signing the proxy form:
1. under a power of attorney
2. on behalf of a company

unless that person's power of attorney or authority is deposited at the oces of the Company's transfer secretaries, or the registered oce of the Company, not less than 48 hours before the meeting.

If two or more proxies attend the meeting, then that person attending the meeting whose name appears ﬁrst on the proxy form and whose name is not deleted shall be regarded as the validly appointed proxy.
When there are joint holders of shares, any one holder may sign the form of proxy. In the case of joint holders, the senior who tenders a vote will be accepted to the exclusion of other joint holders. Seniority will be determined by the order in which names stand in the register of members.
e completion and lodging of this form of proxy will not preclude the member who grants this proxy form from attending the EGM and speaking and voting in person thereat to the exclusion of any proxy appointed in terms hereof should such member wish to do so.
In order to be eective, completed proxy forms must reach the Company's Transfer Secretaries or the registered oce of the Company not less than 48 hours before the time appointed for the holding of the EGM.
Please ensure that name(s) of the member(s) on the form of proxy and the voting form are the same as those on the share register.

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Innscor Africa Limited published this content on 25 January 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 25 January 2023 04:56:05 UTC.

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