GetBucks Microfinance Bank : AGM Results

Registered Deposit Taking Microfinance Institution

GetBucks Microfinance Bank Limited

Incorporated in Zimbabwe on 17 January 2012 and converted to a public company limited by shares on 4 November 2015

(Registration number 322/2012)

RESULTS FOR THE 6th ANNUAL GENERAL MEETING 31 AUGUST 2023

ORDINARY RESOLUTIONS	RESULT
1. To receive, consider and adopt the Financial Statements of the Company and the reports	PASSED
of the Directors and Auditors for the year ended 31 December 2021 and 31 December
2022
2. Election and Retirement of Directors
i.	Mrs. T. Munowenyu and Mrs. S Chibaya retire and do not offer themselves for re-	PASSED
	election.
ii.	To note the resignation of Mr. George Nheweyembwa from his role as Managing	PASSED
	Director effective 31 March 2022 and the appointment of Mr. Edwin Chavora as
	Managing Director with effect from 1 April 2022.

3. Amendment of Articles of Association

To amend article 68.1 (Number of Directors) of the Articles of Association of the Company PASSED for alignment purposes with the Companies and Other Business Entities Act by increasing

the minimum number of Directors from four (4) to seven (7) and increasing the maximum number of Directors from twelve (12) to fifteen (15).

4. Directors' Fees

i. To approve the fees paid to Directors of the Company in 2021 of RTGS2,803,764.

PASSED

ii. To approve the fees paid to Directors of the Company in 2022 as of RTGS13,638,368. PASSED

5. External Auditors

i.	To approve the remuneration of Auditors for the financial year ended 31 December	PASSED
	2021 of RTGS8,462,17.
ii.	To approve the remuneration of Auditors for the financial year ended 31 December	PASSED
	2022 of RTGS23,535,880.
6 Dividend
To note that no dividend was declared by the Directors in 2021 and 2022.	PASSED

SPECIAL RESOLUTIONS

7. De-listing of GetBucks Microfinance Bank from the Zimbabwe Stock Exchange

THAT the Company's shares be removed from the Main Board of the Zimbabwe Stock PASSED Exchange through voluntary termination of the listing on the Zimbabwe Stock Exchange

in terms of section 11 of the ZSE Listing Requirements.

8. Establishment of Over-The-Counter Facility to Purchase Company's Own Shares

THAT subject to Special Resolution 7 being carried by the requisite majority, the Company be authorised in advance, in terms of Section 128 of the Companies and Other Business Entities Act [Chapter 24:31] and Article 52 of the Company's Articles of Association, to purchase the Company's own ordinary shares which:

i.	In aggregate in any one financial year, shall not exceed 9,856,785 of the Company's	PASSED
	issued ordinary share capital, for the Company cancelling them, subject to the
	availability of sufficient revenue reserves to undertake the transfer to a Capital
	Redemption Reserve Fund as required by the Companies and Other Business Entities
	Act [Chapter 24:31];
ii.	Value of such purchased ordinary shares shall not exceed the net asset value of the	PASSED
	Company.

9. Directors authorised to give effect to resolutions

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

BY ORDER OF THE BOARD

signed on original on 31 August 2023

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