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INFORMATION MEMORANDUM TO SHAREHOLDERS Regarding A NIL COST DEALING FACILITY

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. IF YOU ARE IN ANY DOUBT AS TO THE ACTION YOU SHOULD TAKE, IMMEDIATELY SEEK ADVICE FROM A STOCKBROKER, BANK MANAGER, LEGAL PRACTITIONER, ACCOUNTANT OR OTHER PROFESSIONAL ADVISOR. IF YOU NO LONGER HOLD ANY SHARES IN CBZ HOLDINGS LIMITED, SEND THIS DOCUMENT, AS SOON AS POSSIBLE, TO THE STOCKBROKER, BANK OR TRANSFER SECRETARIES.

NIL COST DEALING FACILITY INFORMATION MEMORANDUM TO SHAREHOLDERS Regarding A NIL COST DEALING FACILITY 1. DEFINITIONS The following definitions apply throughout this circular and the accompanying Proxy Form, unless the context requires otherwise: CBZ Holdings Limited CBZ Holdings Limited Shares Company Shareholder Eligible Shareholder Nil Cost Dealing Facility Identity Particulars 2. INTRODUCTION 2.1 Share buyback The Directors of CBZ Holdings Limited, (CBZH) were authorized to buy back the companys shares through a Special Resolution passed at the 2012 Annual General Meeting and this mandate was further extended at the Companys AGM held on 30 April 2013. The Directors were authorized 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. ii. iii. iv. 2.2 2.3 That the purchase price shall not be lower than the nominal value of the Companys shares and not greater than 5% nor 5% below the weighted average trading price for such ordinary shares traded over 5 business working days immediately preceding the date of the purchase of such shares by the Company. 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 10% of the ordinary shares of the Company in issue prior to this resolution. That this authority shall expire on the date of the next Annual General Meeting of the Company. That the shares purchased shall be held for treasury purposes. A Public Company incorporated in terms of the laws of Zimbabwe and listed on the ZSE. Ordinary shares of US$0.01 (one cent each) in the share capital of CBZ Holdings Limited. CBZ Holdings Limited A holder of CBZ Holdings Limited shares. A holder of CBZ Holdings Limited shares not exceeding 5 000 shares. A trading facility in CBZ Holdings Limited shares which gives eligible shareholders an opportunity to sell all of their shareholding in CBZH free of all dealing costs and commissions. A National Identity Card or a valid Drivers License or Passport. NUMBER OF SHARES POSTAL ADDRESS IF DIFFERENT FROM ABOVE NAME AND ADDRESS OF SHAREHOLDER
Machine printed as per register

ELECTION FORM (Please see terms and conditions)

HOLDER NUMBER

IDENTITY/PASSPORT NUMBER..(attach certified copy of the same) Contact Phone Number..Cellphone Email Address if any.. BANKING DETAILS: Name of Bank Branch Account Number . . .

Purpose The purpose of this circular is to enable CBZH to make an offer to eligible shareholders of the Company, with shareholding not exceeding 5 000 shares, to participate in a Nil Cost Dealing Facility (NCDF) being offered by CBZH. Nil Cost Dealing Facility As at 31 December 2012, CBZ Holdings Limited had 10 963 shareholders with a total number of shares of 684 144 546 of which 9 888 have shareholding of between 1 and 5 000 shares. The NCDF facility is thus targeting 9 888 shareholders and 7 710 150 shares respectively. The NCDF is not a compulsory invitation to sell CBZH shares but an offer which will enable willing eligible shareholders to make a choice in which either to accept the offer or keep their shareholding. It gives eligible shareholders an opportunity to sell all1 of their shareholding in CBZH free of all dealing costs and commissions which are typically disproportionate for a holding of ordinary shares of less than 5 000 shares. Eligible Shareholders Eligible shareholders are those holding up to 5 000 ordinary shares registered in the books of CBZH as at the close of business on 31 July 2013. Instruction Forms The NCDF Instruction Forms shall be made available on our website, www.cbz.co.zw, and can be collected at any CBZ Bank Branches. The NCDF forms shall also be mailed to eligible shareholders who will complete and return the completed instruction forms together with their respective share certificates, certified copy of identity particulars and proof of residence, where applicable, as per the standard Know Your Customer (KYC) requirements. The NCDF Instruction Forms can be deposited at any CBZ Bank Branch or ZB Securities (Pvt) Ltd, 1st Floor, ZB Centre, Corner First Street and Kwame Nkrumah, Harare. (see form attached), or can be deposited with ZB Transfer Secretaries on the Ground Floor of ZB Centre, 59 Kwame Nkrumah Avenue, Harare. Trading and Price Determination All shares surrendered in terms of this offer will be traded on the Zimbabwe Stock Exchange and bought for the account of CBZ Holdings Limited at the ruling market price obtaining on the day. Trading returns will be submitted to the Exchange Secretariat regularly and copies of the returns will be available for inspection at the Companys Registered Office.

Ithe undersigned hereby give CBZ Holdings Limited and its designated agencies authority to dispose of my shareholding in CBZ Holdings Limited through the NIL COST DEALING FACILITY and proceed to pay the gross proceeds into my Bank Account, details provided in this form. I also confirm that my decision to sell was not unduly influenced. Signed today at on of 2013. Signature of shareholder FOR OFFICIAL USE ONLY. REQUIREMENTS COMPLIANCE CHECKS Certified copy ID/Passport Proof of Residence Share Certificate Assisted by Authorized by Account Number

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PROCEEDS FROM THE SALE OF SHARES. 3.1 3.2 3.3 Proceeds from the sale of shares shall be credited into eligible shareholders bank accounts as provided for in the attached instruction form. The proceeds shall be gross of sale, and brokers notes shall be forwarded to the seller for reference purposes only. Gross shall be taken to mean the number of shares multiplied by the respective deal price on the day of the transaction. CBZH shall be responsible for paying the costs, commissions and taxes for each transaction.

THE SHAREHOLDER to whom this letter is addressed. 1. FORM OF ELECTION This form sets out the choices open to eligible small ordinary shareholders in terms of this offer. These are as follows: That being eligible to participate in the Nil Cost Dealing Facility, you can choose to take up the offer, or That being eligible but wishing not to dispose of your shareholding, you can ignore this offer and keep your shares.

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METHOD OF PAYMENT All eligible shareholders who, for whatever reason, may not have banking accounts can make arrangements with banks of their own choice to open accounts into which the proceeds of the sale of shares may be deposited into or receive cash payouts from any one of the CBZ Bank Branches.

In order to take up one of these options, the following procedures are required:2. ELECTION PROCEDURES 3. Fill in your details in the spaces provided above and return, via the designated agent, the completed form, share certificate(s), signed transfer form and certified copy of identity particulars as well as proof of residence. If in doubt consult the designated agent, stockbroker or the transfer secretaries as highlighted below.

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REGULATORY APPROVALS The facility has been approved by the Zimbabwe Stock Exchange and will remain open for the period 1 October 2013 to 1 December 2013 and CBZH will send returns to ZSE confirming trades executed during the same period. Any renewal of this facility will be subject to further approvals by the Zimbabwe Stock Exchange.

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SHAREHOLDER DETAILS UPDATE Eligible shareholders who choose not to participate in the NCDF are encouraged to update their contact and banking details with ZB Transfer Secretaries at Ground Floor, ZB Centre, corner Kwame Nkrumah and First Street for purposes of updating your records to ensure a smooth administration of future dividend payments.

RETURN OF FORM OF ELECTION Return your completed Form of Election, share certificate with a duly signed transfer form to the nearest CBZ Bank Branch or ZB Securities Private Limited offices at First Floor, ZB Centre, Corner First Street & Kwame Nkrumah Avenue Harare. Eligible shareholders who choose not to sell their shares are expected to update their mailing and bank details and return ONLY this form. If you elect not to participate in the scheme, please complete and return form for administrative purposes and keep your share certificate.

BY ORDER OF THE BOARD

4. R A JAKANANI GROUP LEGAL CORPORATE SECRETARY REGISTERED HEAD OFFICE 5th Floor, Union House 60 Kwame Nkrumah Avenue Harare, Zimbabwe Telephone: (263-4) 748 050 - 79 Email: info@cbzh.co.zw 25 September 2013 Directors Luxon Zembe (Chairman), Elliot Mugamu (Vice-Chairman), Tinoziva Bere, Fouad Moktar Dernawi, Andrew Lowe, David Mutambara, Mohammed Hanif Nanabawa, Roseline Nhamo, Rebecca Pasi, Givemore Taputaira, Richard Victor Wilde, Never Nyemudzo* (Group Chief Finance Officer), John Panonetsa Mangudya* (Dr) (Group Chief Executive Officer). *Executive Director 5.

DESIGNATED AGENTS/ CBZ BANK BRANCHES Eligible shareholders can deposit their duly completed election forms to anyone of the CBZ Bank Branches. PROCEEDS FROM SELL OF SHARES Gross proceeds from the sale of CBZH shares will be credited into the account details provided by shareholders on the instruction form. All other related costs and commissions are for the account of CBZH Limited.

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TIMETABLE OF EVENTS Eligible shareholders must take note of the following important dates Publication of offer document 27 September 2013 Offer Opens 1 October 2013 Offer closes 1 December 2013

Eligible Shareholders who choose to participate will be required to sell all their shares. 5th Floor, Union House, 60 Kwame Nkrumah Avenue, Harare, Zimbabwe, Telephone: (263-4) 748 050 - 79, Email: info@cbzh.co.zw

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