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ANNUAL GENERAL MEETING NOTICE

Notice is hereby given that the Twenty-Fourth Annual General Meeting of the members of CBZ Holdings Limited will be held in the Mirabelle Room, Meikles Hotel, Harare, on Wednesday, 30 April 2014 at 15:00 hours. 1.ORDINARY MATTERS a) To receive and consider the Audited Annual Financial Statements for the year ended 31 December 2013, including the Chairmans, Group Chief Executive Officers, Managing Directors Reports and the Report of the External Auditors thereon. b) To confirm the declaration of the final dividend 0.184 cents per share for the year ended 31 December 2013, following an interim dividend of 0.167 cents per share giving a total dividend of 0.334cents per share. c) Directorate i) To confirm the appointment of Mr. Richard Victor Wilde as the Chairman of the Board of Directors. ii) To confirm the appointment of Mr. Elliot Mugamu as the Vice-Chairman of the Board of Directors. iii) To note that in terms of Article 88 of the Articles of Association, one third of the Directors are required, after serving a period of three years, to retire from the Board by rotation and that in terms thereof the following Directors are eligible for retirement this year but offer themselves for re-election: Mr. Givemore Taputaira and Mrs. Roseline Nhamo. iv) To note the retirement of Messrs Luxon Zembe, Mohamed Ibrahim Omar Ben Ghali and Mohamed Hanif Nanabawa from the Board of Directors of CBZ Holdings Limited. d) To confirm the remuneration paid to the Directors during the year. e) To confirm the appointment during the year of Deloitte & Touche Chartered Accountants (Zimbabwe) as external auditors of the Company and to appoint the Auditors for the ensuing year. They being eligible, offer themselves for re-appointment. f ) To authorize the Directors to fix the external auditors remuneration for the past year. 2. SPECIAL MATTERS

APPOINTMENT OF CHAIRMAN

1.1 Amendment of Articles of Association of CBZ Holdings Limited If Members deem it appropriate, they may approve the amendment of the Articles of Association of the Company as a special resolution with or without amendments: It was Resolved:That the Board be and is hereby authorized to delete Article 100 and substitute it with the following article: Article 100 At the first meeting of Directors held after the incorporation of the Company and thereafter at the meeting of Directors held in the fifth calendar year after each Annual General Meeting, the major Shareholder shall be entitled to appoint the Chairman of the Board of Directors who shall hold office for a period not exceeding five (5) years. If at any time an interim vacancy occurs in respect of this office, the appointing Shareholder shall be entitled to nominate a successor. At the first meeting of Directors held after the incorporation of the Company and thereafter at the first meeting of Directors held after each Annual General Meeting, the Board of Directors shall elect a Vice-Chairman who shall hold office until the next election in terms of this Regulation. If at any time an interim vacancy occurs in respect of this office, such vacancy shall be filled by the board of directors until the next election in terms of this Regulation.

2.2 Share Buy Back If Members deem it appropriate, they may approve the extension of the following resolution passed by Members at the Annual General Meeting held on 30 May 2012 and extended at the Annual General Meeting held on 30 April 2013 as a special resolution with or without amendments: It was Resolved:That the Directors of CBZ Holdings Limited be and are hereby authorised in terms of article 11(b) of the Companys Articles and subject to sections 78 to 79 of the Companies Act (Chapter 24:03) to purchase the Companys own shares subject to the following: i. That the purchase price shall not be lower than the nominal value of the Companys shares and not greater

than 5% or 5% below the appointment weighted average trading for such ordinary shares traded over 5 business We have pleasure in announcing the of Mrprice Richard Victor Wilde working days immediately preceding the date of thefrom purchase such shares by the Company. as Chairman of CBZ Holdings Limited Board with effect 20of February 2014. ii.

That the shares secured under this resolution shall be ordinary shares in the Company and the maximum number of shares that may be acquired shall not exceed 68 414 450 shares. Mr Wilde, a former Deputy Governor of the Reserve Bank of Zimbabwe from iii. That this authority shall expire on the date of the next Annual General Meeting of the Company. 1986 to 1996, has been the Chairman of CBZ Bank Limited Board since 1998 iv. That the shares purchased shall be held for treasury purposes. and was appointed to the CBZ Holdings Limited Board as a Non-Executive 3. GENERAL Director in 2012. To transact such other business as may be transacted at an Annual General Meeting. He holds, amongst other qualifications, a Bachelor of Arts in Economics and Psychology and an Honours Degree in Economics from Rhodes University. 4. PROXIES Mr Wilde is currently an Economics and Business Studies teacher at Hellenic In terms of the Companies Act (Chapter 24:03) a member entitled to attend and vote at the meeting is entitled to Academy. appoint one or more proxies to attend, speak and on a poll to vote or abstain from voting in his stead. The Board, Management and Staff at CBZ Holdings Limited congratulate and A proxy need not be a member. wish him well in his new role as Chairman. Proxy forms must be received at the registered office of the company not less than 48 hours before the meeting. BY ORDER OF THE BOARD BY ORDER OF THE BOARD

Richard Victor Wilde (Chairman), Elliot Mugamu (Vice-Chairman), Tinoziva Bere, Fouad Moktar Dernawi, Andrew Lowe, David Mutambara, Roseline Nhamo, Rebecca Pasi, Givemore Taputaira, Never Nyemudzo* (Group Chief Finance Officer) and John Panonetsa Mangudya* (Dr) (Group Chief Executive or, Union House, 60 KwameOfficer). Nkrumah Avenue, P. O. Box 3313, Harare, Zimbabwe, Telephone: +263 4 798915-19, Email: info@cbzh.co.zw * Executive Director

RUMBIDZAYI A JAKANANI R A JAKANANI GROUP LEGAL CORPORATE SECRETARY GROUP LEGAL CORPORATE SECRETARY REGISTERED HEAD OFFICE th HEAD OFFICE 5REGISTERED Floor, Union House 60 Kwame Nkrumah Avenue 5th Floor, Union House Harare, Zimbabwe 60 Kwame Nkrumah Avenue Telephone: (263-4) 748 050 - 79 Harare, Zimbabwe Email: info@cbzh.co.zw Telephone: (263-4) 748 050 - 79 Email: info@cbzh.co.zw 14 March 2014 Directors 20 February 2014

5th Floor Union House, 60 Kwame Nkrumah Avenue, P.O. Box 3313,Harare, TEL: +263 (4) 748050-79 , FAX: +263 (4) 759387, 755136, E-MAIL: info@cbz.co.zw, Website: www.cbz.co.zw