Resolution

Result

As special resolutions:-

1.      Re-denomination of the authorized share capital

            “That, the authorized share capital of the Company be and is hereby re-denominated from ten billion (10,000,000,000) ordinary shares of ZW$0.0001 (old currency) nominal value each to ten billion (10,000,000,000) ordinary shares of US$0.00001 nominal value each, and that the Directors be authorized to transfer from the capital reserves an equivalent of the nominal value of the issued share capital to fund the above re-denomination and this will amount to sixty two thousand five hundred and seven dollars United States Dollars (US$62,507).

Passed unanimously

2.      Increase in ordinary authorized share capital

“That subject to the passing of resolution 1 above and in terms of Article 50 of the Company’s Articles of Association, the authorized share capital of the Company be and is hereby increased from ten billion (10,000,000,000) ordinary shares of US$0.00001 nominal value each to fifty billion (50,000,000,000) ordinary shares of US$0.00001 nominal value each, such shares to rank pari passu in all respects with the existing ordinary shares of the Company.”

Passed unanimously

3.      Creation  of preference shares in the authorized share capital

“That fifty billion (50,000,000,000), irredeemable non-convertible non-cumulative preference shares of US$0.00001 nominal value each be created  into the authorized share capital of the Company in terms of Articles 4, 50 and 52 of the Company’s Articles of Association.” Such Preference shares are to be placed under the control of Directors’ in accordance with resolutions 6 below.”

Passed unanimously

As an ordinary resolution:-

4.      Renounceable Rights Offer

“That, subject to the passing of resolutions 1,2 and 3 above, and resolution 6 below,  the Directors of the company be and are hereby authorized to offer renounceable rights of ordinary shares of US$0.00001 nominal value each in the Company’s authorized share capital to existing holders of the Company’s ordinary shares by close of business on 12 November 2009, at a subscription price of US$0.0007per ordinary share, on the basis of 23 Rights Offer ordinary shares for every 10 ordinary shares already held, and to issue and allot such shares as may be subscribed to pursuant to the Rights Offer to such shareholders, their renouncees, or Underwriters as the case may be.”

Passed unanimously

As special resolutions:-

5.      Ordinary share capital private placement

“That, subject to the  approval of resolution 4 above, the Directors of the Company be and are hereby authorized to issue ordinary shares of US$0.00001 nominal value each in the Company’s authorized share capital,at a price to be determined by applying a 10% premium to the Rights Offer price, to the Underwriter through a private placement only to the extent it may be necessary for the purpose of ensuring that  the Underwriter obtains a maximum of 51% stake in CFX FS’s issued ordinary share capital post the Rights Offer. Shareholders agree to waive their pre-emptive rights.”

Passed unanimously

6.      Preference share capital private placement

“That the Directors of the Company be and are hereby authorized to issue, for US$0.0007 each, irredeemable non-convertible non-cumulative preference shares at LIBOR + 5% per annum to the Underwriter through a private placement for any balance of the unsubscribed Rights Offer shares remaining after satisfying the requirement of the 51% cap in resolution 5 above.”

Passed unanimously

As ordinary resolutions:-

7.      Control of authorised but unissued share capital

“That the balance of the authorised but unissued shares of the Company after the proposed Rights Offer, be placed under the control of the Directors for an indefinite period, provided that any issue other than pursuant to resolution 5 and 6 above by the Directors shall be in compliance with the Company’s Memorandum and Articles of Association and the Zimbabwe Stock Exchange’s Listing Rules.”

Passed unanimously

8.      Directors’ authority to give effect to the above resolutions

“That the Directors be and are hereby authorized to do any and all such things as may generally be required or necessary to give effect to the above.”

Passed unanimously