Turnall : June 07, 20232023 AGM Notice

Notice of Annual General Meeting (AGM)

Notice is hereby given that the Twenty First Annual General Meeting will be held by way of remote attendance on Thursday, 29 June 2023, at 0900hrs for the following business:

1.Ordinary Business.

1. To approve the holding of the Annual General Meeting through virtual means and remote attendance.
2. To receive, consider and adopt the Group Consolidated Financial Statements and the reports of the Directors and Auditors for the nancial year ended 31 December 2022.
3. Directors' Election:

1. Messrs. B.P. Nyajeka and B. Ngara retire from the Board in terms of Article 95 of the Company's Articles of Association. The Directors have made themselves available for re-election. There will be separate resolutions for the election of each director.
2. To note the resignation from the Board of Directors of Messrs. N.F. Hayes with eect from the 14th of April 2023. He is not oering himself for re-election as a director.

Removal of Director from Directorship.

1. To note the removal of Messrs. Z. Bikwa from the Board of Directors of the Company.
2. Directors' Appointment:

1.5.1 To consider the recommendation from the Board for the appointment of Messrs. Kenneth, Richard, Rupert Scoeld to the Board of Directors.

Prole for Mr. Kenneth R.P. Scoeld.

Kenneth possesses 25 years of experience in the manufacturing sector dominantly in Zimbabwe. He is currently chairing the Radar Holdings Limited board of directors and is a director of Mutare Board and Doors. He joined Radar Holdings as a chairman at a time when the company was a loss-making business and he managed to return the business to protability by focusing on driving high quality castings as well as the support he obtained from the committed workforce.

He joined Border Timbers Limited as a deputy chairman when the business was ailing. The company successfully regained its protability and has grown to be the largest contributor of imported quality pine doors into United States of America and is the dominant timber business in Zimbabwe. He chaired the GRUPO Madal S.A.R.L which was the largest Agro industrial business in Mozambique. Kenneth was also a founding board member of Rift Valley Holdings which was successfully established to a USD 250 million transaction value business before he retired in 2014.

He joined the Zimbabwe Investment and Development Agency in 2021 to guide and develop investment in all sectors of Zimbabwe and to support the reboot of the Zimbabwean economy. He is keenly focused on rebuilding Zimbabwe and participating in the future growth of the business sector of the country. He strongly believes in the ability of the Zimbabwean industry to excel locally and regionally as well as to be a leading exporter of value-added products. His view is that given the intellectual and natural resources of the country Zimbabwe should be a leading player in the Sub-Saharan Africa.

1.6 Appointment and Remuneration of Auditors:

1.6.1 To reappoint Grant Thornton as the auditors for the following year and approve their remuneration for the prior year. Grant Thornton has been the company auditors since 2021.

1.7 To approve the remuneration of the Directors for the nancial year ended 31 December 2022.

Directors: G.H. Hampshire (Chairman), J.P. Mkushi (Managing Director)*, C Mahari (Mrs)(Finance Director)*, B.P. Nyajeka, Z.B Bikwa, B Ngara. * Executive

Notice of Annual General Meeting (AGM) cntd

2. General

To transact such other business as may be transacted at an Annual General Meeting.

Electronic distribution

The electronic copies of the Company's 2022 Annual Report and the nancial statements and Directors' and Auditors' Reports for the nancial year ended 31 December 2022 will be available on or before 16 June 2023 and will be emailed to those shareholders whose email addresses are on record. These documents will also be available on the Company's website https://www.turnall.co.zw/:

Notes:

Details of the Virtual AGM will be emailed by our transfer secretaries, First Transfer Secretaries (Pvt) Ltd, through emails to shareholders. Shareholders are advised to update their contact details with the transfer secretaries on the following contacts:

First Transfer Secretaries (Private) Limited

1 Armagh Avenue

Eastlea, Harare

Telephone: [phone]

Email: [e-mail]

Shareholders are encouraged to pre-register on the online portal that will be provided by the transfer secretaries and submit their proxy forms at least 48 hours before the meeting. In order to ensure full consultations and shareholders participation, all queries/questions must be submitted to the Company and/or transfer secretaries at least 48 hours before the meeting. All the submitted questions will be read out and answered during the meeting by the Chairman and the Directors.

By order of the Board

1. Samunda
   Company Secretary

Appointment of a proxy

A member entitled to attend and vote at a meeting may appoint a proxy to attend and speak, and on a poll to vote in his stead. Such proxy need not be a member of the Company. The instrument appointing a proxy shall be deposited at the Company's registered oce at least forty-eight hours before the meeting.

Registered Oce

5 Glasgow Road

P. O. Box 3985

Workington

Harare

09 June 2023

Directors: G.H. Hampshire (Chairman), J.P. Mkushi (Managing Director)*, C Mahari (Mrs)(Finance Director)*, B.P. Nyajeka, Z.B Bikwa, B Ngara. * Executive