4.513 |20 MEMORANDUM AND ARTICLES OF ASSOCIATION ZIM GOLDFIELDS (PRIVATE) LIMITED Pert inyby anaonD cums7 APR LNB S. A o2228S2 47 APR 2010 Leer | ‘THE COMPANIES ACT (CHAPTER 24:05) [MEMORANDUM OF ASSOCIATION oF ZIM GOLDFIELDS (PRIVATE) LIMITED 2. The name ofthe company’s ZIM GOLDFIELDS (PRIVATE) LIMITED. 2, The registred office ofthe company willbe situated in Zimbabwe. 3. The objects for which the company is established are: 8) Tocarry on the busines 2 prospectors and miners seetng and ning old another precious minerals and metals, sem precou: stones, mineral olan gasses, coal, base metals and anyother depos of any mineais or materials having any commercial value, developing, operating and expling any quay, Inne o ther working designed to win any sch minerals or materi from the ground and extracting, refining, processing and marketing such minerals and materials and the products thereotoy 9 4 a ’ Oy “Yo prospect and search or, mine, dee, dl raise, sh, win, crush, sme eine, rede, ‘amalgamate, calene, dress, quarry, manipulate and prepare forsale o disposal of gold; to arty on anyother ofthe foregoing abject, to open, wor, expat and devetop, iter solely for with overs, gol and other ines ‘To carry enthe trade or business of steel manufactures, buys, sellers, Importers and texporters makers, producers of steel and allatoys, mitures and by-products thereat, boler ‘makers, toot makers ikrights, machinists, metallurgists, engineers, smith workers to deal Ina products manufactured from steel and odo any other business usually carried on in connecten therewith “Ta carry onthe business as prospectors and miners seeking an finding go, ster and precious metals and somipreious stones, mineral ols and esse, coal, base metals ad any ‘ther depts of any minerals or materials having any commercial vale, developing ‘operatingand expoting any quarry, mine or other working designed to win any uch minerals ‘or mater rom the ground and etacting, refine, processing and marketing such minerals Sd materials and the product thereat. Tocstabish, manage and assist chemical and assaying laboratories for analyng and testing metas minerals and other substance and generally te carry on nd promete all orany ofthe businesses of minerlogets, metllurgts, amalgamators miner, smelters and quatrymen: to ‘scquire fom any sovereign state o” authority in Zmbabwe or elsewhere any concessions, fants troutes, decrees, fights, powers and prileges whatsoever which may seem capable cf being turned to account and to Wor, develo, exerese and turn the same to account, Tocenter nto any arrangement with any government or authority, supreme, municipal, cat ‘orotherse, and to obtaln from ary such government or authority any ight, concessions pvilege that nay sem conducive tothe attinment ofthe Company's objets or any of them. ‘To purchase, lease or otherwise acquire brickworks, ay it, quate, mines, mineral and the properties and obtain grants, concessions, ase, censes nd rights of and over the forgoing te searchior, win, quarry, reduce and prepare clay fecay, Bick earths, sand, ravel, Imestoe, sat, ati stone and other substances used in the manufacture, preparation and production of brs, potery, earthenware, pipesand rooting ties “To entrinto electricity poneration projets through water, sla, biochem, thermal, wd to ‘manulactre and deal in electrial and engineering plat, equipment, appliances and [accessors of allkind, mining plan ad equipment and al other apparatus and materials ‘ipable of being used in connection wih generation, distribution supply and use of lect ‘ocamy the trade or busines & manufactures, genera dealers, wholesale, retal merchants [Roreleeperswavehaseamon,lnpnrers, exporters and dealers in industri. mining and ‘omestichardware; machinery, tools bearing, implements spare pats and stockist of bassuare fencing material steel products, plumbing paints, bung materia abrasives, farm toc, cement, garden materi and odo allsuch things related thereto» ° ” ‘To cay onthe business ofstatoners,thographc printers, etter pres prints, at printers; to provde binding ond laminating services and to be desbutors of all binging andlaminating material together wth anyother busines related thereto. Toonganze, operate and contact safrs of very natore, game scenic tours, ame viewing ae bird photograph, hunting ana fishing expetions forthe lve gare, ‘wl animals and birds, and to establish, maintain and manage rest camps, lodges, chalets, caravan and camping grounds, casinos, guesthouses or ether paces of restentrtanment. ‘To provi busines computer sstems incudng development, marketing and support of stom made and pachoged Software and to prowde ania and ‘suppor in any related area; to supply, essental and malatain computer hardaare 4nd compuler consumables; to operate phone shops, interact cafes provide instalation ofa communication systems To carry onthe business of garage proprietors and of sevioes stations of motor \vohiles of kinds, to carry onthe safekeeping leaning, repairing painting, spraying, reveling and the general cae of motor vehies of allkinds, to uy and Sell petro, diese petrleum products, new and secondhand mater vehies, ‘spares and accessories of sch vehicles “To purchase, orby anyother means acquire any freehold, leasehold or other roperty or any estate or interest whatever therein and to bull reconstruct, opt or procure the bulig or construction of ats, factoes, warehouses, lols, shops, residences, suites, chambes, garages, hotels and other bulldings oF ‘erections of any and every description and to hal the same o any ofthe same as ‘ninvestment with to account such property, buldings, and erections and to Drove al acestary convenience and amenities a equied for tenants, ‘ecupiers, dents and customers. To carry onthe business of video fling, photographing, musi recording houses; producers fins, teleision programs, documentary talk shows, ado programs find to buy, ze import and expor of al kinds of instruments, equipment anc {goods ofthe same ne and todo al such things elated thereto, To operate or un schools, collages, institution and pre-schools forthe purpose of providing academic, commercial techaical and general knowledge to any individuals r corporate together with any other business usualy cared on in connection therevath and importers of non-alcoholic beverages together ith anyother business Carried on in connection therewith,a ” v 0 To.aty onthe busines 3: prospectors and miners seeking and ining gd, siver and yreious metals and sem preclous stones, mineral ols and gasses, coal, thse metas and ay athe deposits Of any minerals or matecas having any Commercia valve, developing, operating and exploiting any quarry, mine or other ‘working designed te win any such minerals or materi from the ground end ntracting fring, processing and marketing such minerals and materials andthe products tere. To cartyonthe busines offering and ranching in alts branches inching the business of dtryman,aprulturss, horticulturists, ult farmers, foresters, cop farmers fish farmers nd fshery,ndrserymen timber growers, so miles, livestock brendersof every vaety of animal, pouty productlon and ies of ll raintypes ‘To camry onthe business ofa security company in alts ranches traces private investigators, debt colectors credit managers and any other business elated thereto ‘To mortgage, pledge and charge the undertaking and al or any the ea and petsonal property and abet, present or future nd all an of the uncalled Capit for the ime Beng ofthe compan, and oto sue et par or at a premium ‘or scout, ard or such consideration and with and subject to sich ight, ‘powers, pleges and conditions as maybe though ft, debentures or debenture ‘Stock ether permanent or redeemable as and wien the laws of Zimbabwe permit) or payable, and collateral or further to secure any securities of the Company ty a Trust Deed or other assurances. Toran pension, allowances, gratuities and bonusos to officer offer, Employee ofthe company ore predecessors in business oF the dependants or Connections of such persons; to exablsh and maintain or concur in establishing fd maintain trusts, funds oF schemes (whether contributory ar non-contributory) witha view to providing pension or othe establishment of proft sharing scheme Caleulatedto advance the interests ofthe company or ts officers or employees, ‘To open and operate upon any banking accounts To draw, make, accept endorse, iseount, xecate and isue promiszory notes bls of exchange, bil of lading warrants, debentures and other negotiable o transferable instruments ‘To pay forany propery 0° ihts acquired by the company ether in cash or fully ‘or prtly pid share, wilh oF without prefered, deleted or guaranteed rights in respectof dividends or payment of captal or otherwise o by any secures {Generally on sul tcms athe company may determine.s ¥) Tocaryonthe busines ofhalrressers, hat cutters, and barbers, haisysts, taiedesignes instructors, consultants and specials in hairresing, har and beauty treatment ana cute ofa kinds. 2). Tocarryonthe busines either by wholesale or retail bakers, bakeries, makers and tts of bread, cakes, sels to estabish an operate mils forthe purpose of ing flour another foinaceaus products. 28) To cary onthe busines of planters, growers, cultivators, buyers and inners of ton seed and cotton nai’ ranches to establish and Sperate ction gnerles and warehouses, to manufacture and deal in cotton and ether textile wate, pickings, waddgs, mutton oth ae other ‘ent artices and good; buy, ell and dealin any manne witha kinds of textile and forous materials and goods including allkinds of wines, threads, cons ropes an yams bu) Te manufacture, proces, refine, crush, grow, buy, el mport, export and (deal inal nds of ols and substances, margarine and ater edible os and {atl kindof food prepared frm ol, ground nuts nd all other types of us lke of nial and poultry fods, rainsof al kinds, seeds, meal, fertilizers, manure, of merchants, chemists, manufacturers and merchants ‘of productsthereof including si als, cosmetierémes ofa kinds and hair ois cc) Tocarry onthe busines ofa secuty company inal’ branches to set tp, equip ad maintain a raising schoo for guatds and guard dogs, to Drove cath in rans services, security serves a functions and for buling fo doll things incental thereto. 4) To cary the business of millers, grinders, sheers, manufacturers, refiners, produce, importers and exporters, buyers seersand dealersin tilkndsofgrains, cereal, nuts, seeds, four meal, egumes and truts of til kinds ofarinaceous fod sti, feeds and preparations for human, imal and poitry consumption andallother goods. 2) To carry onthe business of manufacturing and dealers in pants, enamels, varnishes, acquer, pigments, les, tals, sits, ol, pant remover, filers, timers, water colours dyes, chemias, adhesives, polishes and all kinds of decorative and packing materia 1) To cony onthe busines e8 manufacturer, buyers zl importers and exporters, dealers nll knd of sonp, 209p powders, detergents, scourers, andes, polshes, oi fats materia, yer, water softener catalysts, industrial detergents, emulsifying agents ane all other business cared on in ‘eannection herewith ef) To carry or the business of estate agents, appraisers, valet, auctioneers and nimoneble property brokers; to purchase for investments or resale or eatin an, houses andor other property of any tenre and interes therein together with any other business usualy cried on in connection therewith6 iT cry onthe busines of technicians and engineers in information {technology and telecornmunication slstions; to dealin data transmission articles, machines ads acessories together with any other business ‘ually cared oni connection therewith 1) Tocaryon the busines by wholesale or retalof chemists, pharmadsts, druggist, herbalist; manufacturers and importers of and dealersin parmaceutkal, medlcna, dental optical, veterinary, ago chemicals, Photograph: and industal an othr preparations, substances, compounds fan drugs ard at hospltal sundries. 1) To acquire, cry on sid conduct the business of averting consultants, ‘sdverteement contractors and agents, hoarding contractors and of grantees, ‘rendre, lessne and supers of advertising space or of publ of any kind or from whether In books, periodical, newspapers, pamphlets or othes publeatonsaron hoarding or by means of handbls, dg boars, electronic bitoards stationary bilboards and marketing or of radio broadcasts or other ‘oun! apparatus and to cary on any ther business earied on connection To carry on the business of customs earn, import and export of goods and servicesand storage of goods and elated agency busines 1) Tocarry onthe of pest contol nd fumigation series to procure and istrbute and manufactore pest cntrel chemicals; to offer clearing services toallsectors rnm)Ta cary onthe busines ofa communication sevice company inching Internet. tdephone, tele, electronic ma, cellar and related series to procure an el communication equipment and software ante doa such thing ae incidental thereto, relTo cary onal or any of the branches and departments thereof the business ‘offunera sects, Insurance companies, mutual funeral or uta societies, Undertaker funeral palo proprietors, matics, embalers,crematorim proprietors ind montmentl mason, sculptors, designs and makers of Sataries,coffinmakers and al things incidental thereto, ‘ofTo cary onthe trade or busines of ether manufacturing, wholesale, etal, ewporters,anportes, agencies, buying and sling of polywoven, lst, polypropylene packaging bags ans containers; boxes, rates, cakes, casks, ‘wood, caroard haraboard plat, paper, peppir mache, paper pu tnibcard an any smlar material tether with any other business carried ‘oninconnetion therewith, ‘ppITo do allarany of the above things in any par ofthe world and ether as, rinlpals agents, rustes, contractors oF otherwise and ether atone o in Conjunction ith others, nd either by or trough agents, subeontactors, trustees or otherwise‘nd it ishereby declared that the word “company” in thisclouse shal save wiereit ‘efersto this company, be deemed to include any partnership orate body whether Incorporate or not incorporated and whether now In existence or hereinafter tobe formed, hd te pec in each of the foregoing paragraphsin this cause be regarded as ingpendent objects, and shal tno wise be limited or restric by feference tocoriference from anyother paragraph and shall be instructed inthe most iberal way. 4) The abt ofthe members ite. 5) The share casita ofthe company fe WO THOUSAND UNITED STATES DOLIARS {U382 00,60} cvided into TWO THOUSAND (2000) Onary ‘Shares of nomial value of One United States Dollar (USS, 00 each “he sare capt may be Inereased, reduced or vied rom tne under the provision ofthe Articles of Assocation ofthe company, and any shares forming par ofthe ‘ginal captalof the company or any new shares that may be created by the ‘company may be ise byte drectrs ether fr cash, the acquisition of any property orks whatsoever, orn respect of serves rendered or tobe rendered to the company, and with such guarantee or ght of preference, whetherin respect of ‘vidend repayment ofapia,dsvibution of assets, orany of them or with anyother Special privlges or advantages over any shares previously sued or then about to be isued, or subject to any such conditions and provisions or maybe divide into tiferent classes and general on such terms a5 may from time tobe determined under Prices of Asetation2 We, the several persons whose names, addresses and occupations are subscibed, ‘are desirous of Being formed into @ company n pursuance of this memorandum of ‘Association and we respectively agree take the number of shares inthe capital of the Company aot sppoote our reepoctive name, NAMES, ADDRESS NUMBER OF SHARES: ‘SIGNATURE ‘AND OCCUPATION "TAKEN BY EACH OF SUBSCRIBER SUBSCRIBERS ZAG NENG 600 (30%) @ u DEVELOPMENT CORPORATION LTD Mic COMPLEX SIE INOKED. MUTARE ROAD SABA HARARE ‘SHAREHOLDER Paosed by a retolution on the 6M of April 2018 Represented by Tinashe Collins Chiparo . My po mLANDs GoLpFieLos LTD [400 (1011) ¢ FLAT 3, 61 SUNNY GARDENS ROAD a Oe cel | een fr Hed SHAREHOLDER Seemann tora Dated at Harare ‘his | so Day of. A pen 2018 Witness to the above signatures wo wey — caseet sae Poe nero occupation CLERK‘THE COMPANIES ACT (CHAPTER 24:08) ARTICLES OF ASSOCIATION. oF ZIM GOLDFIELDS (PRIVATE) LIMITED these Articles, unless there be something nthe subject matter or context Inconsistent therewith. “The Company” means the above named company. ‘The Act” means the company Act. (Chapter 24:03) ‘The Office” means the registered office of the company forthe time being, “Person” means a natural prson or an artifical person recognized by la “The Register means the register of the members to be kept pursuant to Section 115 ofthe Companies Act (Chapter 24:03) “Secretary” mears any person appointed to perform the duties ofthe secretary of the company.a » ° >) a “The Reoistered Ofce ofthe Company wil be situated in Zimbabwe. “The regulations contained in Part I of Table “A” ofthe fist Schedule ofthe Companies Ack. (Chapter 24:03), shall, subject to the additions, Imocfestions. alterations and delelons hereinafter appearing, be the [Atle of Association of the Company ~ and in the event of there being ‘ny contlct between Part I o| Table "AC and the regulations Nereinaner ‘appearing, the fatter shal proval PRIVATE COMPANY The ight to transfer shares s restricted in manner herein ater preserbed. “The number of members of ne Company (exclusive of persons. who are Inthe employment of the Company na of persons wo, having. been former in. the employment of the company, were whie i such femloymnent and have continued ater the determination of | such ‘employment. {0 be. members ef the Company) 1s limfed to. FIETY: PROVIDED that where two or more persons hold one or more shares in fhe Company. Joinly they shal forthe purpose of this regulation be vested asa single member. ‘Any initaton tothe public subscribe fr any shares or debertures of the Company ie prohibited SHARES ‘The shares shall be under conto! of the Directors who may allot or ‘tren dispose ofthe same to uch pereons and on such terms and fondtions st sith time at the Directors may think f with fll power {a pve to any persone the cal of any shares, ether ator at premium, and for such time and for such consideration a the Directors think ft ‘The ireeors may in their sole and absolute discretion and without fssigning any reason therefore decine to register the transfer of any 6 (whether of not kis fly paid share) to a person of whom they do rot approve, and may decline to register the transfer of any share on ‘which the Company has a ie. NO shares. shall Be Uansterred to any person whois not member of the Company 20 long as ary member ofthe. Company shall be. wiling to purchase the same, ata valuation to be determined in accordance wah paragraph (e) of these Ales (hereinaffer refered to asthe fair valu xcept in @ case in which the vansfer fs mede pursuant to paragraphs () ‘and (i) of these. Aicles, the member or other person including the personal representatives of any deceased member proposing to Wansfer thy share (evminafter eallad the “proposina transferor’ shall give notice in ining (hereinafter called a "transfer notice") to the Company that he Ueares to transter tne same. Such notice shaliname the price at wich the proposing transterr is wing to sal the share, and constitute the Directors Fis. agents for seling the share to any member ofthe company (or, the Diecters shall not finds member ofthe Company wing to purchase the Share then to any ather person approved by the Directors) atthe fai Valle Atransler notice shall not Be revocable, except with sanction of ‘rectors,o * ° » > Ifthe Drector shal, within the space of three (3) month afer receiving a transternotee, find a member of the company or some other approved by them wilng to purchase the sharo, the Directors shall give notice therefore to the proposing traneteror who shall then be bound to transfer the share {othe Purchaser upon payment ofthe orice named in the transfer notice, oF at the opin ofthe purchaser, upon payment of the fair value, in ether case Within tree (2) months of the date of the notice given by the Directors to the proposing transferor. The proposing transferor shal! be eniied 10 all dividends declared on such share up to the dale upon which payment therefor fe made by the purchacer. In case the purchaser shall not be prepared to pay fora share the price named inthe tansfer notce, the value of such share shall be determined by an ‘2ccounlant o ar of accountants who shal be {Guanconnected withthe Company, and (i) chosen by mutual agreement Between the purchaser and the proposing transferor, and any value so Getermited shall be final and binding “upon the purchaser andthe proposing transterr. fran any case the proposing transferor, fier having become bound as aioresald, makes defadt in tansfrting the shares, the directors may receive ‘he purchase money, and shall hereupon cause the narme of the purchaser to be enlered in the regiter ae a holder of tho shares, and shall hold the purchase ‘money in trust for the proposing transferer. The receipt ofthe Directors for the purchase money, shall be good discharge to the purchaser, and after Fis name "has been entered in the register in purported exercise of the ‘aforesaid powers, the val of the proceedings shall not be questioned by any person. Ifthe Drector shall nt, within the space of tree (3) months after receiving a transfer notoe find a member ofthe Company or some other person approved by them wiling fo purchase the share, andi they shall not vin such time give notice ae aforesai, the proposing transferor shal thereafer be ened to se transfer the share to any person and at any price. “The shares spected in atranefer notice shal be offered by the Directors inthe fist inatanca tothe members ofthe Company, other the proposing translerr, fas neatly a8 may be in proportion to the evisting shares held by them Fespectvely. Such offer shall be made o each member by notice specifying the humber of shares to which he is ented and the price named in_ the transfer hotice, and imiting atime within which the offer, f not accepted in whole or port willbe doomed te be decined. Such nice shall, furthermore, inform ach wemberthat ithe desires to purchase @ number of shares less than {equal oor In excess of his proportion he should in his reply state how many ‘Shares he desires to purchase and whether he is prepared to pay for them the price named in the tranefer notice all such members do not claim thei fll fropersone, the unciamed ehares, or such numba of them am shall ba requ {or that share shall remain unclaimed the directors may sell the same to such persons, as they thik Every purchaser ofa share transferred in terms ofthis article shall be at iberty ay the price named inthe Wansfer nate, for the far value, as the case may be, ether atthe me of is acceptance of the offer ifsueh share of any tims ‘any tre vwithin thee (3} months thereafter. [Any member of the Company may bequeath allor any of is shares in the company by wl fo any person ater his death subject othe right ofthe” 10. " 2 Directorsto refuse to register the transfer confered by paranranh (Ga) ifthe Directors shal refuse lo register he transfer thereof the executors of the estate Of such deceased member of the company shall be bound by the provisions of paragraphs (b) © (t inclusive ofthis ate ‘Kay. menber may at any time tvansfer any of hishher shares to hisher, ‘rfemusbond parent, child, brother, sister, oro 2 Tustee for the benefit of any ‘such person. Any such shares nel by @ Wuslee may be transterred on any change ef Tustee GENERAL MEETING the Company shall each yeer nold a Goneral Meeting 2s ts Annual General Meoting n adclton to any other meeting held in that year. No business shall bo Transacted at any General Meeting unless @ quorum of members Is present et thetime men the meeting proceeds 10 oUsiness, save as herein oinerstse provided the Drectors of the members prosert in person or by proxy who fogetner control a tinimum of 51% of he issued voting shares shal be aquonn ‘SIGNED RESOLUTIONS Subject the provisions ofthe Companies Act (Chapter 24:03) a resolution in ‘wring. signed by athe members forthe time being entiledto receive notice ‘of and fo atlend and vote at General Meetings (or being corporations by their uly. auborised representatives) shall be as vali and effective as if the seme hhad been passed at a general meeting of the company duly convened ‘and held 'No tesobon put othe vote shal be adopted and cared uness itis supported by ‘At ny general Mactina: Fity One Percent (51%) or mere ofthe ‘oles efile tobe cast at such meetings, ‘AL Meetinas of Directors By 8 simple majooty. ‘The Directors may at any time require any persons whose names are tntered nthe register of members of the company to furnish them with any information supported (f the Director so requie), by a statutory decaration which they may consider necessary for the purpose of determining whether oF hot certicates required by sub-section 4 of Secon 123 of the Companies ‘Act may propery be given, DIRECTORS Unt dherwise determined by the Company there shall not be tess than ‘WO (21'or more than eight (8) Directors and the frst Directors shall be the ibealtor to Die Memorandum and Arica of Associa and shall hold office tnt dvectors are appointed by the company in a Genera Meeting If any Directors, being wiling, shall be called upon to perform extra services for that purpose, the Company shall remunerate such Directors by a fixed sum. [A Director may vote after declaring his interest (fany) in. respect of any foniract or “artangement in which he is interested. and regulations 65 {@) of Table "A" shal be amended accordingly14 2 18 19. 20, Each Ditector of the Company shall be entitled to nominate any person _approvedtr that purpose by @ majoty of the Directors of the Comoany to sit as Jnatemate Diectorin his place dirng fis absence to act ae a Director and ‘on such appoiniment being. mado the altemate Director shall, whist acting in place of the absent Director or of a Director unable 0 acl, exercise and Gischarge the dties ofthe Diector whom he represen, as shall be agreed lipon "between fi and the Director whom he. represents as Drector and shall have no-caim against the company for any remuneration whatever ‘The stenate Directors. whilst acing in the place of the Directors lho appented them, shall exercise and dischargo al the duies and functions bt the Drsctors they represent. The appointment of an_allernate Director shall be cancaled and the alfemate Director shall cease to hold ofice whenever the Director who appointed him shall cease to do $0, and in. case of the disqualifcalon or resignation of any. aliemate Director during the fbsene or Inabily to act forthe Director whom he represen, the vacancy 30 arsing shal be filed by the Chalman of the Directors nominating any other ‘Suiable person tofilthe same, subject to the approval of the Board BORROWING POWERS ‘The provision to regulation 78 of Part 1 of Table “A” shall not apply. ‘The Diecors may in thei cretion from time to time raise or borow from the ‘members or her persons any sum or sums of money for the purpose ofthe Company. NO ROTATION OF DIRECTORS ‘The proveion of regulations 90 to 96 or Part 1 of Table ‘A’ shallot apply. A ‘recor shal not be subject to Ftrement by rotation, and. shall continue to Hold ‘fee unt he or she dee, resigns oris disqualified in terms of regulation 89 of Part 1 of Tabe ‘A; or removed from the office in tems of regulation 97 or Part 1 of Table COMPANY SEAL ‘The Company may have a seal and thas one, the. Directors shall provide for Is safe sustedy Ifthe company has 2 seal it sal, othe provisions of Secon, 404 ofthe Companies Act, only be used on the authority ofthe Directors on thelr behalf end every inerument to which the seal shall bo affixed. shall be signed by a Director and shall be countersigned by the secretary or by a Second Director or by some olher person appoinied by the Directors for that purpose. Regulation 114 of Part 1 of Table ‘A’ shall be amended by the insertion therainahar the wards “General Meeting’ ofthe words" Or the Directors \VIDENDS Regulations 116 of Part 1 of Table’ shall not apply. Dividends shall be payable Out of ofits arising from the business ofthe Company, and from realised or ‘weaticed capital profs.a. a » INDEMNITY No Directors of other officer of the Company shall be liable for the acts, receipts, neglects or details of any other Director or Officer, or for jonita on any receipt oF other act for conformity, or for the Toss or ‘xpense happening tothe Company through their insufficiency or deficiency ffite to any property acquires by order ofthe insutficioncy or deficiency of ‘any secu in oF upon which any monies ofthe company shal invested or Tent orfor any los or damage arising fom the bankruptey, insolvency or toricus act of any person with whom any monies, secutlies of effets. shal be deposits, or for any loss cocesioned by any efror of judgament or ‘versa on his pat, of for any other loss, damage or misfortune whatever, vinic shal happen in the exequlon ofthe duties of his office, oF in relation thereto, nies the game shal happen thorough his dishonesty. Every Managing Diredor, agent, auctor, secretary and ather officer for the timebeing ofthe Company shall indemnified out of the assets of the Company against labity incurred by hum In defending any proceedings, \whaher ivi of cfiminal, in connection with the Company in_ which Judgements given in his favour or ho Is acquitted or in connection with any ‘ppleation under secton 349 ofthe Actin which elise. granted. to him by the Court.Wo, the several yersons whose names, addresses and occupations. are subscribed, are desirous of being formed into a company in pursuance of these Articles of Association. NAMES, ADDRESS ‘AND OCCUPATION ZIMBABWE MINING DEVELOPMENT CORPORATION LTD. Mc COMPLEX. MUTARE ROAD MSASA HARARE ‘SHAREHOLDER assed by a resolution on the 6® of April 2018 ‘Represented by Tinashe Collins Chiparo MIDLANDS GOLDFIELDS LTD_ FLAT 3, 61 SUNNY GARDENS ROAD HENDON. LONDON, SIGNATURE: OF ‘SUBSCRIBERS LAR Nw 184, ‘GREAT BRITAIN ‘SHAREHOLDER assed by a rotolution on the 6* of April 2018 Represented by Yauhen Zhouner Dated at Harare this we Dayof__A\ an 2018 ‘Witness tothe atove signatures 2 two Fullname, NYARADZO CHIRISA ‘Address 4ST FLOOR SILUNDIKA HOUSE 22. GEORGE SILUNDIKA AVENUE HARARE Occupation CLERK