Simbisa Brands : Circular to Shareholders

THIS CIRCULAR IS IMPORTANT AND

REQUIRES YOUR IMMEDIATE ATTENTION

(Simbisa Brands Limited, incorporated in Zimbabwe on 5 August 2015, under Company Registration Number 5733/2015)

CIRCULAR TO SHAREHOLDERS

Relating to and seeking approvals for:

The Termination of Simbisa Brands Limited from the Zimbabwe Stock Exchange and the

Subsequent Listing by Introduction of Simbisa Brands Limited on the Victoria Falls Stock Exchange.

NOTICE OF AN EXTRAORDINARY GENERAL MEETING

Notice of an Extraordinary General Meeting of the members of Simbisa Brands Limited, to be held virtually by electronic means, on the 18th of November 2022, at 1000 hours, which notice was published on the 25th of October 2022 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 the 16th of November 2022.

Financial Advisors

Sponsoring Brokers

Legal Advisors

Independent Reporting Accountants

Transfer Secretaries

This Circular is neither a prospectus nor an invitation to the public to subscribe for shares in the Company but is issued in compliance with the Listings Requirements of the ZSE, for the purpose of giving information to the public with regard to the Transaction as more fully set out in this Circular. The Circular is only available in English. Additional copies of this Circular may be obtained from the Company Secretary at the Registered Office of Simbisa Brands Limited or IH Securities.

If you are in any doubt as to the action you should take, you should immediately seek advice from your stockbroker, bank manager, legal practitioner, accountant, or other professional advisors. If you no longer hold any shares in Simbisa, you should send this Circular, as soon as possible, to the stockbroker, bank or other agents through whom the sale of your shareholding in Simbisa was executed, for onward delivery to the purchaser or transferee of your shares.

All the Directors of Simbisa Limited, whose names are given in paragraph 4.2 of the Circular, collectively and individually, accept full responsibility for the accuracy of the information given and certify that, to the best of their knowledge and belief, there are no other material facts, the omission of which would make any statement in the Circular false or misleading, and that they have made all reasonable enquiries to ascertain such material facts and that this Circular contains all information required by law.

The Directors confirm that the Circular particulars include all such information within their knowledge (or which it would be reasonable for them to obtain by making enquiries) that investors and their professional advisors would reasonably require and 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.

The Company's lead financial advisors, sponsoring broker, legal advisors, transfer secretaries and reporting accountants have consented in writing to act in the capacity stated and to their names being stated in the Circular and have not withdrawn their consents prior to the publication of this Circular.

Date of issue of this document: Tuesday 25 October 2022

TABLE OF CONTENTS

Corporate Information and Advisors	3
Forward Looking Statements	4
Interpretation and Definitions	5
Salient Features of the Proposed Transactions	8
Chairman's Statement	10
PART I: DETAILS OF THE PROPOSED TRANSACTIONS
Overview of the Proposed Transaction	11
Overview of Simbisa Brands Limited	12
Share Capital			15
Corporate Governance	17
Capital Commitments and Contingent Liabilities	21
Material Contracts		22
Litigation Statement	22
Share Information		22
Experts' Consents		23
Regulatory Issues		23
Documents and Consents Available for Inspection	24
Directors' Responsibility Statement	24
PART II: APPENDICES
Appendix I	-	Report of the Independent Auditors and Reporting Accountants on Historical Financial Information	25
Appendix II	-	Notice of Extraordinary General Meeting	31
Appendix III	-	Form of Proxy	32

2

CORPORATE INFORMATION

The information below is given in compliance with the requirements of the Zimbabwe Stock Exchange. Simbisa Brands Limited derives professional services from the following:

Company Secretary and Registered Office	Prometheus Corporate Services (Private) Limited
	17 Morningside Drive Mt Pleasant
	Harare
	Zimbabwe
Financial Advisors	Inter-Horizon Advisory (Private) Limited
	Block 3, Tunsgate Business Park
	30 Tunsgate Road
	Mount Pleasant
	Harare
	Zimbabwe
Sponsoring Brokers	Imara Edwards Securities
	Block 2, Tendeseka Office Park
	Samora Machel Ave
	Eastlea
	Harare
	Zimbabwe
Legal Advisors	Kantor & Immerman
	MacDonald House
	Selous Ave, P.O Box 19
	Harare
	Zimbabwe
Independent Auditors & Reporting Accountants	Ernst & Young
	Chartered Accountants (Zimbabwe) Registered Public Auditors
	Angwa City
	Corner Julius Nyerere Way & Kwame Nkrumah Avenue
	Harare
	Zimbabwe
Transfer Secretaries	Corpserve Registrars (Private) Limited
	2nd Floor ZB Centre
	Corner 1st & Kwame Nkrumah Avenue
	Harare
	Zimbabwe
Principal Bankers	Stanbic Bank Zimbabwe Limited
	Ecobank Zimbabwe Limited

3

FORWARD LOOKING STATEMENTS

This Circular includes forward looking statements regarding Simbisa Brands Limited. Forward looking statements are those other than statements of historical facts, included in this Circular, and include without limitation, those regarding Simbisa Brands Limited's financial position, business strategy, plans and objectives of management for future operations (including development plans and objectives relating to Simbisa Brands Limited's products and services). Any statements preceded by, followed by, or including the words "believes", "expects", "aims", "estimates", "anticipates", "may", "will", "should", "could", "intends", "plans", "seeks", or similar expressions, are forward looking statements. Such forward looking statements involve known and unknown risks, uncertainties and other important factors that could cause Simbisa Brands Limited's actual results, performance, or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward looking statements. Such forward looking statements are inherently based on numerous assumptions regarding Simbisa Brands Limited's present and future business strategies and the environment in which Simbisa Brands Limited will operate in the future. These forward-looking statements speak only as at the date of this Circular. The Directors of Simbisa Brands Limited expressly disclaim any obligation or undertaking to disseminate, after the distribution of this Document, any updates or revisions to any forward-looking statements contained herein to reflect any change in their expectations with regard thereto or any change in events, conditions, or circumstances on which any such forward looking statement is based, unless legally required to do so.

4

INTERPRETATION AND DEFINITIONS

In this document, 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 and words importing natural persons shall include juristic persons, whether corporate or incorporate and vice versa.

"Articles"	The Articles of Association of Simbisa Brands Limited;
"Board" or "Directors"	The Board of Directors of Simbisa Brands Limited;
"Botswana"	The Republic of Botswana;
"Broker"	Any person or company registered as a member with the ZSE and authorised to
	buy and sell shares and other securities on behalf of customers;
"Business Day"	Monday to Friday, but excluding public holidays in Zimbabwe;
"CEO"	Chief Executive Officer;
"Chairman's Letter"	The Chairman's Letter to Simbisa Brands Limited shareholders;
"Circular" or "the Document"	This document dated Tuesday 25 October 2022 including the appendices hereto,
	addressed to Simbisa Brands Limited Shareholders, which sets out the terms and
	conditions of the Transaction;
"Companies Act"	The Companies and Other Business Entities Act (Chapter 24:31);
"Conditions Precedent" or "Delisting	The Conditions Precedent to which the delisting is subject as set out on page 11;
Conditions Precedent"
"CSD"	Central Securities Depository;
"DRC"	The Democratic Republic of Congo;
"EBITDA"	Earnings Before Interest, Taxation, Depreciation, and Amortisation;
"EGM"	Extraordinary General Meeting of Simbisa Brands Limited shareholders convened
	in terms of the Companies Act and the same, to be held at 1000 hours on Tuesday
	18 November 2022, virtually by electronic means, at which Simbisa Brands Limited
	Shareholders will vote on the Transaction;
"EPS"	Earnings per share;
"Eswatini"	The Kingdom of Eswatini, formerly named Swaziland;

5