Notice is hereby given that the thirty first (31st) Annual General Meeting (AGM) of Members of Dairibord Holdings Limited will be held virtually at https://escrowagm.com/eagmZim/Login.aspx on 28 September 2026 at 11:30 hours for the purpose of transacting the following business:
AGENDA
To consider and if deemed fit, to pass the following resolutions with or without amendments:
ORDINARY BUSINESS
- To note and approve the convening of the 31st Annual General Meeting through a virtual platform.
- Adoption of Minutes of the 30th Annual General Meeting held on 22 July 2025.
- To receive, consider and adopt, if appropriate, the audited Financial Statements for the year ended 31 December 2025 together with reports of the Directors and Auditors thereon.
- Re-election of Directors:
To re-elect the following Directors by a separate resolution for each Director:
4.1 To re-elect Mrs. R. P Kupara, who retires by rotation in terms of Article 31 of the Company’s Articles of Association and being eligible, offers herself for re-election. A Chartered Accountant by profession, Rachel is a non-executive director of British American Tobacco, First Mutual Wealth Management and Chairperson of Financial Securities Exchange.
4.2 To re-elect Mr. B. H Henderson, who retires by rotation in terms of Article 31 of the Company’s Articles of Association and being eligible, offers himself for re-election. A Chartered Accountant by profession, Bruce is a non-executive director of Powerspeed Electrical Limited.
4.3 To re-elect Mrs. G. K Mashonganyika, who retires by rotation in terms of Article 31 of the Company’s Articles of Association and being eligible offers herself for re-election. Getrude holds an Honours Degree in Business Studies (University of Zimbabwe) and a Master of Business Administration (University of Gloucestershire UK). She is a member of the Institute of Business Advisors of Southern Africa (IBASA). - To approve the remuneration of directors for the past financial year.
Note: In terms of Section 3 of Practice Note 4 issued by the Zimbabwe Stock Exchange on the 17th of January 2020, the Directors’ Remuneration Report shall be available for inspection by Members at the registered office of the Company. - External Auditors
6.1. To approve Messrs Axcentium’s remuneration for the past financial year’s audit.
6.2. To appoint Messrs Axcentium, as the auditors of the Company for the ensuing year until the conclusion of the next Annual General Meeting. Axcentium has been the Company’s auditors for the past two (2) years. - To note the final dividend of US$693,792 declared from 2025 profits and paid on 24 April 2026.
SPECIAL BUSINESS
Approval of Share Buyback
To consider and if deemed fit, to pass with or without modification, the following special resolution:
“That the Company, as duly authorised by section 129 of the Companies and Other Business Entities Act (Chapter 24:31), and the Zimbabwe Stock Exchange listing requirements, may purchase its ordinary shares in such manner or on such terms as the Directors may from time to time determine and provided that:
a. The maximum number of shares authorised to be acquired shall not exceed ten percent (10%) of the Company’s issued ordinary share capital.
b. The price at which such ordinary shares may be repurchased will not be more than five percent (5%) above and five percent (5%) below the weighted average of the market price at which such ordinary shares are traded on the Zimbabwe Stock Exchange, as determined over the five (5) business days immediately preceding the date of the repurchase.
c. This authority shall expire at the next Annual General Meeting and shall not extend beyond fifteen (15) months from the date of this resolution”.Directors’ Statement
The Directors in considering the effect of any such repurchase, will duly consider the ability of the Company, for a period of twelve (12) months, to pay its debts in the ordinary course of business, the maintenance of an excess of assets over liabilities, and the adequacy of ordinary capital and reserves as well as adequacy of working capital.Approval of Employee Share Option Scheme
To consider and if deemed fit, to pass with or without modification, the following special resolution:
“That the Dairibord Holdings Limited Employee Share Option Scheme be and is hereby authorised for immediate adoption and implementation and that the Directors of the Company, be and are hereby authorised to allocate 26,500,000 ordinary shares to this scheme”.The rules of the scheme will be available for inspection at the registered office of the Company fourteen (14) days before the meeting.
- Any other business
To transact any other business that may be transacted at an Annual General Meeting.
Notes
Details of the Virtual AGM will be sent by our transfer secretaries, Corpserve Registrars (Pvt) Ltd, to all Shareholders through email.
Shareholders are advised to update their contact details with the transfer secretaries on the following contacts: Corpserve Registrars (Pvt) Ltd, 59 Kwame Nkrumah, 2nd Floor ZB Centre, Harare, P.O Box 2208 Harare, Email: [email protected], Telephone: +263 242-751559/61.
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/her stead. A proxy need not be a member of the Company.
Proxy forms must be received at the registered office of the Company or be lodged with the Transfer Secretaries, Corpserve Registrars (Pvt) Ltd at least forty-eight (48) hours before the time for holding the meeting.
Electronic copies of the Company’s 2025 Annual Report, the financial statements, Directors’ and Independent Auditor’s reports for the financial year ended 31 December 2025 will be available on the Company’s website, www.dairibord.com.
By Order of the Board
M. Karimupfumbi
Company Secretary
7 September 2026
REGISTERED OFFICE
1225 Rekayi Tangwena Avenue Harare, Zimbabwe
P.O Box 587 Harare
Telephone: +263 242 779 035/42
Email: [email protected]