NMB.L Regulatory News (NMB)

NMBZ HOLDINGS LIMITED

(Incorporated in Zimbabwe on 06 March 1995, registration number 1714/95)

Notice of AN Extraordinary General Meeting and proxy form

NOTICE IS HEREBY GIVEN THAT an Extraordinary General Meeting of the Members ofNMBZ Holdings Limited ("the Company") will be held in the Company's Board Roomon the 4th Floor of Unity Court at the Corner of 1st Street and Kwame NkrumahAvenue in Harare on 19 February 2013 at 10:00 hours. Members will be asked toconsider, and if deemed fit, to pass with or without modification, theresolutions set out below:-

WHEREAS:

1. The Company needs additional capital to increase the capital base of its

banking subsidiary to accelerate its organic growth trajectory to ensure

compliance with the new minimum capital requirements.

2. The Company is seeking to raise additional funds through a Placement with

strategic institutional foreign investors.

3. The Directors believe that the proposed Placement will introduce

shareholders of good strategic fit capable of facilitating the banking

subsidiary's access to offshore lines of credit.

Accordingly, Members are requested to consider, and if deemed fit, to pass withor without modification, the following resolutions:

AS SPECIAL RESOLUTIONS:-

1. Consolidation of the Company's ordinary share capital

"That, the authorized share capital of the Company be and is herebyconsolidated from the existing authorized share capital comprising3,500,000,000 (three billion five hundred million) Ordinary Shares ofUS$0.000028 (zero comma zero zero zero zero two eight United States dollars)nominal value each, to 350,000,000 (three hundred and fifty million) OrdinaryShares of US$0.00028 (zero comma zero zero zero two eight United Statesdollars) nominal value each, and that any fractional shares arising from thesaid share capital consolidation be rounded up to one share by capitalizing theCompany's reserves."

2. Increase of the Company's authorized ordinary share capital

"That subject to the passing of resolution 1 (above), the authorized sharecapital of the Company be and is hereby increased from US$98,000 (ninety eightthousand United States dollars) comprising 350,000,000 (three hundred and fiftymillion) Ordinary Shares of US$0.00028 (zero comma zero zero zero two eightUnited States dollars) nominal value each to US$168,000 (one hundred and sixtyeight thousand United States dollars) comprising 600,000,000 (six hundredmillion) Ordinary Shares of US$0.00028 (zero comma zero zero zero two eightUnited States dollars) nominal value each, all such shares to rank pari passuin all respects." AS AN ORDINARY RESOLUTION:-

3. Placement of Ordinary Shares with Strategic Foreign Investors

"That, in terms of the Share Subscription Agreements between the Company andthe Strategic Foreign Investors and subject to the passing of resolutions 1 and2 (above), the Directors of the Company be and are hereby authorized to raisefresh capital amounting to approximately US$14.8 million through the issue, toStrategic Foreign Investors, of 103,714,287 (one hundred and three millionseven hundred and fourteen thousand two hundred and eighty and seven) newOrdinary Shares in the share capital of the Company at an issue price per shareof US$0.1430 (zero comma one four three United States dollars) and that Membershereby waive their preemptive rights in respect of that issue in terms ofArticle 13.2 of the Company's Articles of Association."

AS SPECIAL RESOLUTIONS:-

4. Buy-back option

"That, in terms of the non-transferable Buy-back Option Agreements between theCompany and the Strategic Foreign Investors and subject to the passing ofresolution 3 (above) and in terms of Article 10 of the Company's Articles ofAssociation, the Companies Act (Chapter 24:03), the ZSE Listing Requirementsand compliance with minimum regulatory capital requirements, the Directors ofthe Company be and are hereby authorized to do all that may be necessary forthe Company to utilize its excess reserves over and above the minimumregulatory capital requirements to buy-back up to 103,714,287 (one hundred andthree million seven hundred and fourteen thousand two hundred and eighty andseven) of any Ordinary Shares in the Company as may be owned by the StrategicForeign Investors on exercise of the buy-back option by any Strategic ForeignInvestor during the exercise period starting from the 5th to the 9thanniversary of the investment. The buy-back option price per share shall beequal to:

a. US$0.1430 per Ordinary Share; plus

b. a return compounded at:

i. 10% annually for the first 5 years of the investment; and

ii. 5% annually from year 6 to year 9.

Any dividends received, during the period between the date of investing and thedate when the buy-back option is exercised, will be deducted from the amountaccrued under part (b) above and part (b) will have a minimum value of zero.

Any Ordinary Shares bought back by the Company from the Strategic ForeignInvestors in terms of the buy-back option will be cancelled from the Company'sShare Register.

This authority shall expire after the 9th anniversary of the investment by theStrategic Foreign Investors."

5. Early buy-back option "That, in terms of the non-transferable Buy-back Option Agreements between theCompany and the Strategic Foreign Investors and subject to the passing ofresolution 3 and 4 (above) and in terms of Article 10 of the Company's Articlesof Association, the Companies Act (Chapter 24:03) and the ZSE ListingRequirements, the Directors of the Company be and are hereby authorized to doall that may be necessary for the Company to buy-back up to 103,714,287 (onehundred and three million seven hundred and fourteen thousand two hundred andeighty and seven) of any Ordinary Shares in the Company as may be owned by theStrategic Foreign Investors on exercise of the early buy-back option whichoption is exercisable by any Strategic Foreign Investor in the event of abreach of the Share Subscription Agreements. The early buy-back option priceper share shall be equal to:

a. US$0.1430 per Ordinary Share; plus

b. a return compounded at:

i. 10% annually for the first 5 years of the investment; and

ii. 5% annually from year 6 to year 9.

A premium of 20% shall be added to the early buy-back option price definedabove should the exercise of the early buy-back option be triggered by eventswithin the control of the Company.

Any dividends received, during the period between the date of investing and thedate when the early buy-back option is exercised, will be deducted from theamount accrued under part (b) above and part (b) will have a minimum value ofzero.

Any Ordinary Shares bought back by the Company from the Strategic ForeignInvestors in terms of the early buy-back option will be cancelled from theCompany's Share Register.

This authority shall expire after the 9th anniversary of the investment by theStrategic Foreign Investors."

AS ORDINARY RESOLUTIONS:

6. Control of the authorised but unissued share capital

"That, subject to the passing of resolutions 3, 4 and 5 (above), the balance ofthe authorised but unissued Ordinary Shares of the Company after the proposedPlacement above, be placed under the control of the Directors for an indefiniteperiod, provided that any issue other than pursuant to resolutions 1 and 3(above) by the Directors shall be in compliance with the terms of the Company'sMemorandum and Articles of Association and the ZSE's Listing Requirements.Apart from the possibility of a Rights Offer in 2015, no issue of these Sharesis however contemplated at the present time and no issue will be made whichcould effectively transfer the control of the Company without prior approval ofShareholders in a General Meeting."

7. Directors' authority to give effect to the above resolutions

"That the Directors of the Company be and are hereby authorized to do any andall such things as may generally be required or necessary to give effect to theabove." BY ORDER OF THE BOARD 28 January 2013 V MutandwaCompany Secretary4th Floor, Unity Court,Corner 1st Street/ Kwame Nkrumah Avenue,P.O. Box 2564,Harare, Zimbabwe Notes: a. Circular

A Circular explaining the proposed transactions shall be distributed toregistered Members ahead of the EGM.

b. Validity of existing share certificates

Subsequent to the ordinary share capital consolidation, existing sharecertificates will remain valid and good for delivery until receipt of new sharecertificates. Shareholders, in person or through a duly authorized agent, areto collect new share certificates from the Transfer Secretaries, FTS, from the28th of February 2013.

c. Waiver of pre-emptive rights

In terms of Section 5.82 of the ZSE Listing Requirements, Resolution 3 (above)will be subject to an 85% majority of votes cast in favour of the resolutionsby Members present or represented by proxy.

…………………………………………………………………………………………………………………………

PROXY FORM

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

……………………………………………………………………………………………………being

(a) member(s) of the Company andentitled to vote, do hereby appoint…………………………………………………………………………………………. of……………………………………….or failing him/her………………………………………………………………………………………………………..…………………… ………………………………………………of…………………………………………………………………………………..or failing him/her theChairman of the meeting as my/our proxy to act for me/us at the ExtraordinaryGeneral Meeting which will be held in the Boardroom at 4th floor, Unity Court,Corner 1st Street/ Kwame Nkrumah Avenue, Harare; on Friday 15 February 2013 at10:00 hours for the purpose of considering and, if deemed fit, passing, with orwithout modification, the Resolutions to be proposed thereat and at anyadjournment thereof, to vote for or against the Resolutions and/or abstain fromvoting in respect of the Ordinary shares registered in my/our name(s) in thefollowing manner:

Signed at ………………………….this……………………day of………………………………………2013.

Full

name(s)………………………………………………………………………………………………………….

Signature(s)………………………..………………………………………………………………………………..

Company Seal or Stamp……………………………………………………………………………………… Directors: Mr. T. N. Mundawarara (Chairman); Mr. J. A. Mushore (Group CEO)*;Mr. F. Zimuto (Deputy Group CEO)*; Mr. B. Ndachena (Chief Financial Officer)*;Mr. A. M. T. Mutsonziwa; Mr. B. W. Madzivire; Dr. J. T. Makoni; and Mr. J.Chigwedere; Mr. J. de la Fargue; Mr. J. Chenevix-Trench; Ms. L Majonga. (*Executive).