NOTICE IS HEREBY GIVEN that the Twenty Third Annual General Meeting of First Mutual Properties Limited is to be held at First Mutual Office Park, 100 Liberation Legacy Way, Borrowdale, Harare on Thursday 25 June 2026 at 9:30am for the purpose of transacting the business set out in this AGM Notice.
AGENDA
ORDINARY BUSINESS
1. To receive, consider and adopt the Audited Financial Statements and Reports of the Directors and Auditors for the financial year ended 31 December 2025.
2. To confirm the final dividend of the equivalent of US$134 300 declared on 26 August 2025 representing USD0.000108 per share and ZWG 1,249,500 which represents ZWG 0.001 per share out of the profits of the Company for the year ended 31 December 2025.
3. Election of Directors
i. To re-elect as an independent non-executive director Dr Arnold Chidakwa, who retires by rotation in terms of the Articles of Association of the Company, and being eligible, offers himself for re-election.
Dr Chidakwa is a Chartered Global Management Accountant (CGMA) and an associate member of the Institute of Chartered Management Accountants (ACMA). He is a highly experienced professional with a broad understanding of business issues ranging from business development, economics, strategy design, corporate finance, financial management, business valuations, financial modelling, economic modelling and capacity building.
He is currently the Technical Advisor to the Ministry of Finance and Economic Development under the Ministry of Finance and Economic Development Zimbabwe. Prior to this he surmounted experience in organisations across industries that include financial service, tourism and manufacturing. He sits on the board of First Mutual Properties and First Mutual Wealth, both subsidiaries of First Mutual Holdings as well as Quality Insurance Company (Pvt) Ltd.
Arnold holds a PhD Finance and Entrepreneurship (Wits University – SA), Master of Science in Economics (UZ) and Bachelor of Science Honours in Economics (UZ).
ii. To re-elect as a non-independent non-executive director, Mr Rueben Tinei Java who retires by rotation in terms of the Memorandum and Articles of Association of the Company, and being eligible, offers himself for re-election.
Mr Java is currently the CEO – Life & Health Cluster, at First Mutual Holdings Limited, a position he was appointed to in October 2021. Previous roles within the First Mutual Group were, MD of First Mutual Life (2005) and Founding MD of First Mutual Health (2009), which is currently the second largest private sector medical insurer in Zimbabwe. Other executive roles he has held in the past were CEO of Fidelity Life Zimbabwe (2017), Country CEO of Old Mutual Kenya (2013) and GM of Old Mutual Life Zimbabwe (2010). Rueben is an Actuary and holds a BSC in Mathematics (UZ) and an MBA (University of Capetown). He also attended a number of international business schools, which include INSEAD (Paris, France) and GIBS (SA).
His past directorships include Trust Finance Limited Zimbabwe, Old Mutual Finance Limited Zimbabwe, Faulu Microfinance Bank Limited Kenya, Fidelity Life Zimbabwe and Vanguard Life Malawi.
iii. To re-elect as a non- independent non-executive director, Mr Douglas Hoto, who retires by rotation in terms of the Articles of Association of the Company, and being eligible, offers himself for re-election.
Mr Hoto is an accomplished business leader and currently holds the reins at First Mutual Holdings Limited as Group Chief Executive Officer. He holds a Bachelor of Science Honours Degree in Mathematics (UZ) and is a qualified Actuary with more than 35 years’ experience. He is a Fellow of the Institute and Faculty of Actuaries of the United Kingdom 1999 (FIFA), and is also a Fellow of the Actuarial Society of South Africa (FASSA). In addition to his many directorships, Douglas is involved in community transformation initiatives focusing on education. He works closely with national development organizations and was the founding chairman for the Zimbabwe National Statistics Agency (ZIMSTAT). He serves on a number of boards and is a past president of the Actuarial Society of Zimbabwe, and also a past chairman and finance committee of the Insurance and Pensions Commission (IPEC). Douglas is presently serving as Chairman of Rainbow Tourism Group, Chairman of Council at the University of Zimbabwe, and is a member of the Mutapa Investment Fund.
4. To approve the Directors’ remuneration for the financial year ended 31 December 2025 in the sum of USD 260,618.
(NOTE: The Directors’ Remuneration Report shall be available for inspection by shareholders at the registered office of the Company.)
5. To confirm the remuneration of the Auditors, Axcentium Chartered Accountants, for the past audit in the sum of USD 96,320.85.
6. To re-appoint Axcentium Chartered Accountants as Auditors of the Company until the conclusion of the next Annual General Meeting.
SPECIAL BUSINESS
To consider and, if deemed fit, pass with or without modification, the following additional resolutions:
7. Loans to Executive Directors
AS AN ORDINARY RESOLUTION
THAT the Company be and is hereby authorised to make any loan to any Executive Director or to enter into any guarantee or provide any security in connection with a loan to such Executive Director for the purpose of enabling him/her to properly perform his/her duty as an officer of the Company as may be determined by the Group Human Resources and Governance Committee, provided that the amount of the loan or the extent of the guarantee or security shall not exceed the annual remuneration of that Director. Any such loans, securities or guarantees made or provided during the six months preceding this Annual General Meeting are hereby ratified.
8. General Authority to Buy Back Shares
AS A SPECIAL RESOLUTION
THAT the Company authorises in advance, in terms of section 129 of the Companies and other Business Entities Act [Chapter 24:31] and the Zimbabwe Stock Exchange Listing Requirements the purchase by the Company of its own shares subject to the following terms and conditions:
- The authority in terms of this resolution shall expire on the date of the Company’s next Annual General Meeting; and
- Acquisitions shall be of ordinary shares which, in the aggregate in any one financial year shall not exceed 10% of the Company’s issued ordinary share capital; and
- The maximum and minimum prices, respectively, at which such ordinary shares may be acquired will not be more than 5% (five per centum) above and 5% (five per centum) below the weighted average of the market price at which such ordinary shares are traded on the ZSE, as determined over the 5 (five) business days immediately preceding the date of purchase of such ordinary shares by the Company.
(NOTES:
- The Directors will only exercise the authority if they believe that to do so would be in the best interests of shareholders generally.
- All shares purchased pursuant to this resolution shall be cancelled from time to time.
- If the maximum number of shares that can be purchased pursuant to the authority is purchased, the Directors believe that the Company will be able, in the ordinary course of business, to pay its debts for a period of twelve months after the date of this notice; the assets of the Company and the Group will be in excess of the liabilities of the Company and the Group; there will be adequate ordinary capital and reserves in the Company for a period of 12 months after the date of this notice; and there will be adequate working capital in the Company and the Group for a period of 12 months after the date of this notice.
- a press announcement will be published as soon as the Company has acquired ordinary shares constituting, on a cumulative basis in the period between annual general meetings, 3% (three per centum) of the number of ordinary shares in issue prior to the acquisition.)
9. Any Other Business
To transact any other business competent to be dealt with at a general meeting.
- NOTES: Members may follow proceedings live on the Company website via a link which will be uploaded on the website or join the meeting virtually using the following link; https://escrowagm.com/eagmZim/Login.aspx
- Shareholders are advised to update their contact details with the transfer secretaries on the following contacts: Corpserve Registrars (Private) Limited, Second Floor, ZB Centre, Corner First Street and Kwame Nkrumah Avenue, Harare Telephone: +263 242 751 559 – 61, Email: [email protected]
- In terms of the Companies and Other Business Entities Act (Chapter 24:31) a member entitled to attend and vote at a meeting is entitled to appoint a proxy to attend and vote on a poll and speak in his stead. A proxy need not be a member of the Company.
- Proxy forms must be lodged at the registered office of the Company or the transfer secretaries not less than forty-eight hours before the time for holding the meeting.
- Members may request a copy of the 2025 Annual Report from the registered office of the Company or from the office of the transfer secretaries. The 2025 Annual Report is also available for download from the Company’s website https://firstmutualpropertiesinvestor.com
BY ORDER OF THE BOARD
D.D Kandwe (Mrs.)
Company Secretary
HARARE
3 June 2026
Registered Office
First Mutual Park
100 Liberation Legacy way
Borrowdale
