FINANCIAL SECURITIES EXCHANGE (PRIVATE) LIMITED

FINANCIAL SECURITIES EXCHANGE (PRIVATE) LIMITED A registered Securities Exchange (Alternative Trading Platform) in terms of section 30 of the Securities & Exchange Act [Chapter 24:25], as read with the Securities (Alternative Trading Platform) Rules, S.I.100 of 2016 2 nd Floor ZB Centre, Kwame Nkrumah Avenue, P. O. Box 2208 Harare, Zimbabwe info@finsec.co.zw www.finsec.co.zw Tel +263 4 754838 ISSUER ADMISSION RULES Amended 14 November 2017

CONTENTS CONTENTS... 1 GLOSSARY... 2 A. INTRODUCTION AND GENERAL PROVISIONS... 5 B. GENERAL PROCEDURES FOR ADMISSION TO THE OFFICIAL LIST... 6 C. THE NOMINATED ADVISOR... 8 D. ONGOING ISSUER OBLIGATIONS FOR LISTING... 9 E. TRADING IN SECURITIES BY DIRECTORS AND EMPLOYEES... 12 F. SUSPENSIONS AND DISQUALIFICATION... 13 ANNEX 1: STANDARD APPLICATION FORM FOR LISTING ON THE ATP...14 ANNEX 2: GUIDING CHECKLIST FOR PRELISTING STATEMENT OR OFFER DOCUMENT... 18 ANNEX 3: TIME LIMIT GUIDELINES ON CORPORATE ACTIONS AND EVENTS...19 ANNEX 4: STANDARD ELIGIBILITY CRITERIA FOR EQUITIES BOARD... 20 ANNEX 5: STANDARD ELIGIBILITY CRITERIA FOR SME SEGMENT... 22 ANNEX 6: REQUIREMENTS FOR THE FINSEC FIXED INCOME BOARD... 25 ANNEX 7: TRANSACTION-SPECIFIC ELIGIBILITY CRITERIA... 27 ANNEX 8: REQUIREMENTS FOR ADMISSION OF EXCHANGE TRADED FUNDS... 28 ANNEX 9: REQUIREMENTS FOR REAL ESTATE INVESTMENT TRUSTS (REITS)... 32 ANNEX 10: REQUIREMENTS FOR UNIT TRUSTS... 37 Issuer Admission Rules 1 of 40

GLOSSARY Term Annex Definition An Annex to these Rules Act Refers to the legislation of Zimbabwe i.e. Companies Act [24:03] Allotment Alternative Trading Platform (ATP) Authorised Officer Best Bid (BB): Best Offer (BO): Beneficial Owner Corporate Action Custodian Equity Securities ETF FINSEC Board The crediting of additional securities to a securities account. The securities market operated by the Financial Securities Exchange as per section 30 of the Securities & Exchange Act [Chapter 24:25], as read with the Securities (Alternative Trading Platform) Rules, S.I.100 of 2016 Person duly authorised by the competent entity by all necessary action to legally bind the Participant and by all necessary action to access data and to provide instructions with respect to bank accounts, funds transfers and other financial transactions by electronic means and/or person designated to access such data and to provide instructions, on behalf of the Participant in connection with the Services. the highest quoted price a market participant is willing to pay for a particular security. the lowest quoted price a market participant is willing to sell a particular security. One or more Holders who own securities. Includes any action relating to specifying dates for book closures, record dates, dates for payment of interest or dividend, dates for annual general meetings, dates of redemption or maturity of securities, dates of conversion of debentures, warrants, call money dates, Rights issues, Consolidations, Initial Public Offers IPO, Private Placements and such other actions taken by the Issuer from time to time A safe-keeping participant that provides custody services for securities traded and settled in the Financial Securities Exchange. means ordinary shares, rights or interests (whether described as units, shares or otherwise) and rights or options to subscribe for any of the foregoing; Exchange Traded Fund being an investment fund, of various structures, owning transparent portfolios of assets such as commodities, property, stocks, bonds, etc and dividing ownership of the fund into shares or units traded on the FINSEC ATP, throughout the day, with an inherent arbitrage mechanism (such as index tracking of the value of the underlying assets) that keeps the fund trading close to its net asset value. Refers to the Board of Directors of Financial Securities Exchange (Private) Limited (FINSEC). FINSEC Compliance Division Refers to an internal department of FINSEC also responsible for inspecting and supervising compliance of Participants and Issuers to FINSEC Rules and FINSEC procedures manual. Foreign Investor FINSEC Market Boards Means any person who is not a resident of Zimbabwe. Any or all of the five Boards of the Financial Securities Exchange: 1. Equities Board 2. Fixed Income Board 3. Commodities Board 4. Mutual Funds and Alternatives Board 5. OTC Board Fixed Income An income from an investment that is set at a particular figure and does not vary like a dividend or rise with the rate of inflation. Issuer Admission Rules 2 of 40

IAS IFRS Introduction Issuer Insolvency Event Interest International Securities Identification Number (ISIN) Liquidity Partner Listings Committee Material Information/ Substantial Information Market Maker Market Making Nominated Advisor Offer of Securities International Accountings Standards. International Financial Reporting Standards. A method of bringing securities to listing not involving an issue of new securities or any marketing of existing securities subject to compliance with the condition of listing in the relevant market segment; An entity which issues securities eligible for trade on the Alternative Trading Platform of the Financial Securities Exchange (Private) Limited. Any collective measure provided for in the laws of Zimbabwe or the applicable laws of any other country, either to wind up the Participant or to reorganize it, when such measure involves the suspension of, or the imposition of limitations on transfers or payments, such as an adjudication order, a request for composition, extension or suspension of payment, moratorium, liquidation and other similar judicial procedures The price paid by a borrower to the lender for a loan. The identifier used in the System to identify a particular security. See Market Maker. Refers to committee appointed by the FINSEC Board to review and endorse the Listing application by an Issuer or applicant. means any information that may affect the price of an issuer s securities or influence investment decisions and includes information on a) a merger, acquisition or joint venture; b) a block split or stock dividend; c) earnings and dividends of an unusual nature; d) the acquisition or loss of a significant contract; e) a significant new product or discovery; f) a change in control or significant change in management; g) a call of securities for redemption; h) the public or private sale of a significant amount of additional securities; i) the purchase or sale of a significant asset; j) a significant labour dispute; k) a significant law suit against the issuer; l) establishment of a programme to make purchases of the issuer s own shares; m) a tender offer for another issuer s securities; n) significant alteration of the memorandum and articles of association of the issuer; or o) any other peculiar circumstances that may prevail with respect to the issuer or the relevant industry; Also referred herein as Liquidity Partner. This refers to any Participant who has undertaken, and been appointed by the Issuer to enhance the market liquidity of a particular security. Refers to the act of entering offers and bids as a way of enhancing market liquidity. An entity or individual appointed by the Issuer to guide them through the listing of their securities onto the FINSEC Alternative Trading Platform e.g. a Financial Advisor or Securities Dealer licenced by the Securities and Exchange Commission of Zimbabwe. Refers to an offer of securities, which, if accepted, would give rise to a contract for the issue or sale of securities by the offeror or by another person with whom the offeror has made arrangements for the issue or sale of the securities or if the offeror Issuer Admission Rules 3 of 40

Offer to the public Offer for Subscription Official List OTC Participant Participation Agreement Primary Market Private Placement REIT Reserve Bank of Zimbabwe (RBZ) Rights Offer Secondary Market Scrip Dividend Securities SECZ Securities Dealer Settlement Share Registrar Trustee Underwriting invites a person to make such an offer, but not otherwise; and, except where the context otherwise requires, offer" and "offeror" shall be construed accordingly; Refers to an offer made to persons in Zimbabwe or otherwise which is made to the public. For this purpose, an offer which is made to any section of the public, whether selected as members or debenture holders of a body corporate, or as clients of the person making the offer, or in any other manner, is to be regarded as made to the public; and the terms public offer and public offering shall be construed accordingly; Is an invitation to the public by, or on behalf of, an Issuer to subscribe for securities of the issuer not yet in issue or allotted and may be in the form of an invitation to tender at or above a stated price; A list specifying all securities, which have been admitted for listing on any of the market segments of the Exchange; Over-The-Counter being a reference to private counter-party contractual transactions being settled. A person or entity entitled through admission onto the ATP, to use the services and facilities thereof. This includes Securities Dealers, Custodians, Settlement Banks, Market Makers and Transfer Secretaries. An agreement between a Participant and FINSEC under which the Participant agrees to be bound by the FINSEC ATP Rules and Procedures. The initial issue and placement of securities including all the operations related to the primary sale. Where an Issuer sells of stocks, bonds, or securities directly to a private investor, rather than as part of a public offering. A Real Estate Investment Trust is a company that owns income-producing real estate ranging from office and apartment buildings to warehouses, hospitals, shopping centers and resorts. Refers to the Central Bank of Zimbabwe. an issue of rights to a company's existing shareholders that entitles them to buy additional shares directly from the company in proportion to their existing holdings, within a fixed time period. The trading of securities after they are issued and associated activities. refers to new shares, which a shareholder elects to receive in lieu of a cash dividend where the shareholder is given the right to make such an election; Financial investment products also referred to as instruments or investments. The Securities and Exchange Commission of Zimbabwe, the capital markets regulator; An entity (or individual) duly licenced by SECZ to deal in securities. The settlement of funds and securities transfers, which is effected individually on a transaction by transaction basis, i.e. without any netting of funds or securities. A renderer of securities registry services and duly licenced by SECZ to do so. An individual person or entity given control or powers of administration of property in trust with a legal obligation to administer it solely for the purposes specified. means the purchase or commitment to purchase or distribute, by dealers or other persons approved by FINSEC of any securities that have not been subscribed during the offer of securities to the public by the Issuer. Issuer Admission Rules 4 of 40

A. INTRODUCTION AND GENERAL PROVISIONS A1. These Admission Rules govern the admission, suspension and removal of Issuers and securities to the official list of the exchange. A2. The Rules prescribe accurate, timely and continuous disclosure by Issuers for a fair, efficient, transparent and orderly market that protects investors from unfair, improper or fraudulent practices. A3. The following are methods by which securities may be listed; A3.1. Initial Public Offers. In this respect, FINSEC will not prescribe conditions for primary market offer (including but not limited to underwriting, rating, success threshold etc.). Rather, FINSEC will seek to ensure that the Issuer satisfies minimum admission criteria which includes standard disclosures (the guidelines of which are provided in these rules). A3.2. Introductions A3.3. Distributions A3.4. Private Placements A3.5. Acquisitions A3.6. Employee Share Options A3.7. Rights Offers A4. An applicant Issuer will only be eligible for listing provided such Issuer is not in breach of any requirements, provisions or obligations imposed by these Rules and the laws of Zimbabwe. A5. An applicant should satisfy appropriate minimum requirements of quality, size and operations as variously referred to in these Rules and disclose sufficient information about itself before it is admitted to the official list. A6. Holders of securities are prohibited from trading through the use of physical certificates. Only dematerialised securities will be eligible to transact on the ATP. A7. The Issuer directly or as delegated must maintain custody and transfer secretarial or registration facilities where the securities of the Issuer are freely transferable. Notwithstanding, FINSEC may, on its own initiative render such facilities from the structures inherent within the ATP. A8. Issuers must ensure that insiders and any other third parties who have access to material information about the Issuer before it is disclosed to the public, are aware that trading in securities of the Issuer while in possession of undisclosed material information, or tipping off of such information is prohibited and may give rise to administrative, civil and/or criminal liability. A9. Issuers must comply with the corporate governance guidelines set out in Statutory Instrument 100/2010 Securities (Registration, Licensing and Corporate Governance) Rules, 2010 and must disclose the extent of compliance therewith in their annual report. A10. Where FINSEC declines an application from an Issuer to have its securities listed on the official list, FINSEC will inform the Issuer of the decision in writing and the reasons thereof. FINSEC may, upon its discretion grant the Issuer an opportunity to redress the application s shortcomings. Issuer Admission Rules 5 of 40

A11. FINSEC has the following rights in terms of these Admission Rules: A11.1. A11.2. A11.3. to grant, defer, refuse, suspend or remove a listing of securities; to prescribe, amend or rescind the Admission Rules or the standard requirements herein with which a new applicant must comply before securities issued by such new applicant are granted a Listing; to prescribe, amend or rescind the ongoing obligations with which applicant Issuers must comply; A12. FINSEC may suspend or withdraw from trading any security that no longer complies with, or whose Issuer no longer conforms to, the provisions of the Admission Rules except if such a measure is likely to significantly damage the interests of investors or to compromise the orderly operation of the market. A13. Exclusion of Liability: FINSEC, including its directors, officers and employees, will use its best endeavors to monitor compliance with the Admission Rules by the Issuers, enforce the Rules and organise fair, orderly and efficient markets. Unless otherwise expressly provided in the Rules or in any other agreement between FINSEC and the Issuer, FINSEC shall only be liable for fraud, gross negligence and willful misconduct where there is a finding of such by a competent court in Zimbabwe. A14. These Issuer Admission Rules are binding upon all prospective and admitted Issuers, as well as their Nominated Advisors and may be amended and updated from time to time. B. GENERAL PROCEDURES FOR ADMISSION TO THE OFFICIAL LIST The admission procedure to the Alternative Trading Platform of the Financial Securities Exchange (FINSEC) is as follows: B1. An applicant for Admission to the FINSEC List must be duly incorporated as a public company under the Companies Act [24:03]. The Issuer s memorandum and articles of association and shall permit issue of shares to the public. B2. FINSEC may admit on the FINSEC SME Segment such securities, options or warrants if FINSEC is satisfied that investors have the necessary information available to form an opinion concerning the value of the underlying asset to which such securities, options or warrants relate. B3. The Issuer shall submit its Application Form and Pre-Listing Statement (for introductions) or Offer Document (for new issues) to FINSEC through the Issuer s Nominated Advisor. All submissions should be made in duplicate. B4. The Issuer shall make payment of non-refundable Application Fees and, upon admission, undertake to pay annual admission fees and any other fees as may be applicable in accordance with the admission contract and/or the FINSEC Tariff Schedule. B5. The Application shall contain the following: B5.1. B5.2. B5.3. Full legal name of the Issuer, and all trading names as applicable; The address of the registered office in Zimbabwe; The details and credentials of the Issuer s Board and Management; B5.4. Description, history and outlook of the applicant s business; Issuer Admission Rules 6 of 40

B5.5. Regarding the Issuer s share capital: B5.5.1. B5.5.2. B5.5.3. The amount of the authorised capital of each class of securities, and the nominal value and number of securities in each class; The amount of the capital issued and to be issued in conjunction with the application of each class of securities, and the number of those securities in each class, also indicating clearly in respect of which securities listing is applied for; and The nominal amount and number of securities in each class of the authorised but unissued capital of the Issuer. B5.6. B5.7. B5.8. B5.9. B5.10. A statement as to the market segment of the Official List in which listing is applied for, and the abbreviated name of the Issuer. Such abbreviated name shall not exceed 7 characters, inclusive of spaces; and The application shall be signed by the secretary and a director of the Issuer and the Nominated Advisor. The application shall be accompanied by a resolution of the directors of the Issuer authorising the application for admission to listing. The full name and physical address of the Nominated Advisor, Legal Advisors, Auditors, Transfer Secretary, Underwriters and all other parties involved in the Issuer s admission onto the FINSEC ATP. The Issuer shall submit a Pre-Listing Statement or Offer Document conforming to the guidelines in Annex 3, hereto attached, including the Pricing Supplement where applicable. The Pre-Listing Statement or Offer Document approved by FINSEC shall be published by the Issuer at least 48 hours prior to admission of the securities onto the FINSEC ATP. B6. In respect to new issues, the Issuer shall disclose the purpose of the issue and intended application of its proceeds must be stated. The Issuer shall further notify subscribers that their subscriptions may be scaled down. B7. The Issuer shall submit proposed rules in respect to its securities and in general conformity to the ATP s guidelines on Trading Rules as obtainable from FINSEC. B8. At its discretion FINSEC may grant an applicant and the applicant s Nominated Advisor jointly or separately, one or more interviews. B9. As per provisions of Statutory Instrument 100/2016, FINSEC will seek approval of the Securities and Exchange Commission of Zimbabwe for admission of the Issuer and/or the Issuer s securities. Issuer Admission Rules 7 of 40

C. THE NOMINATED ADVISOR C1. A new applicant seeking a listing of securities must appoint a Nominated Advisor licenced by the Securities and Exchange Commission of Zimbabwe. C2. The Nominated Advisor shall advise the Issuer on all of the Issuer s responsibilities in a competent, and professional manner and must immediately inform FINSEC, in writing, if the Issuer does not comply with these Rules or is in default of respective statutory provisions. C3. The Nominated Advisor must, prior to Listing, confirm in writing that: C3.1. C3.2. C3.3. C3.4. C3.5. It has explained to the directors of the applicant the nature of their responsibilities under the Admission Rules to the extent that the Nominated Advisor has satisfied itself. All the documents required by the Listings Rules have been so submitted; It considers the new applicant to be suitable for Listing on FINSEC; The applicant complies with all conditions in the Admission Rules; The Listing Document is in compliance with the Admission Rules and that: C3.5.1. C3.5.2. C3.5.3. C3.5.4. C3.5.5. The information contained in the Pre-Listing Statement or Offer Document is accurate and complete in all material respects and not false or misleading; There are no other matters, the omission of which would make any statement in the Pre- Listing Statement or Offer Document false or misleading; Statements of fact and opinion expressed by the directors in the Pre-Listing Statement or Offer Document have been arrived at after due and careful consideration on the part of the directors and are founded on bases and assumptions that are fair; The directors of the new applicant have made sufficient enquiries so as to enable them to give the confirmations set out in the responsibility statement contained in the Pre- Listing Statement or Offer Document; There are no matters, other than those disclosed in the Pre-Listing Statement or Offer Document or otherwise in writing to FINSEC, which should have been disclosed for FINSEC to be able to consider the application for Listing of the relevant securities. C4. An Issuer on the FINSEC SME Segment shall be required to retain a Nominated Advisor at all times that the company is listed on the FINSEC SME Segment. The Nominated Advisor will have additional responsibilities as detailed in Annex 5 of these Rules. The additional mandate of the Nominated Advisor will include the following; C4.1. C4.2. C4.3. C4.4. Providing research on the SME. Finding prospective investors for the SME. Preparing and accompanying the SMEs for road shows. Promoting the SME s shares to investors. C4.5. Providing Board oversight of the enterprise and monitoring the performance of the investment made into the enterprise. Issuer Admission Rules 8 of 40

C5. If FINSEC determines, after taking account of written representations, that a Nominated Advisor has breached any of its responsibilities under the Admission Rules, then FINSEC, with due reference to the Nominated Advisor for defence, is entitled to; C5.1. C5.2. Report the Nominated Advisor to the Securities and Exchange Commission of Zimbabwe; or Suspend the Nominated Advisor from the Register of Nominated Advisors maintained by FINSEC. D. ONGOING ISSUER OBLIGATIONS FOR LISTING D1. FINSEC may bar securities from the list or suspend the listing of an Issuer s securities if FINSEC believes it is in the public interest and/or at the Issuer s request such as when the Issuer is placed under provisional liquidation, or for any other reason which the Issuer may deem appropriate to suspend its securities from trading on the ATP. In order to remain listed, an Issuer must satisfy all of the following obligations: D1.1. D1.2. D1.3. D1.4. D1.5. D1.6. D1.7. D1.8. D1.9. D1.10. D1.11. The Applicant s securities should be issued in circumstances and have rights and obligations which are fair to new and existing security holders. Timely disclosure should be made of information which may have a material effect on the price or value of the Applicant s securities. Information should be disclosed to enable investors to assess an entity s corporate governance practices. Meetings and other communications with investors should facilitate constructive engagement with investor. Material transactions should require investor approval. As per provisions of the Companies Act [24:03], the Issuer must publish audited annual financial statements within 90 days of the Issuer s financial year-end and audit reviewed interim financial statements semi-annually. The Issuer shall convene an Annual General Meeting within 6 months of the financial year end and shall circulate a notice of the meeting to all members at least 21 days before the meeting. The Issuer shall submit a copy of the notice to FINSEC at the time it is circulated. Any notices by the Issuer must be published accordingly, in the press, and on the FINSEC website and where applicable, 0n the Issuer s website. The Issuer must not be in default of these Rules and respective laws of Zimbabwe; The Issuer must ensure that any statement, document or other information which is provided to FINSEC or published by the Issuer is not devoid of material facts, misleading or false. Where an event of default occurs in respect to Fixed Income instruments the issuer shall notify FINSEC in writing within 1 business day of such an occurrence providing full details of the event including remedial actions and further communicating the same to the Issuer s investors. D1.12. Where FINSEC is made aware of an event of default that has not been reported by the Issuer to FINSEC, FINSEC shall seek confirmation of the same from the Issuer as well as details of remedial actions being undertaken by the Issuer. FINSEC expects the Issuer to disclose the same to the Issuer s investors. Issuer Admission Rules 9 of 40

D1.13. D1.14. D1.15. D1.16. D1.17. D1.18. D1.19. Where an Issuer changes its professional service providers (Transfer Secretaries, Sponsoring Brokers, Nominated Advisors, Auditors etc.) as well as make changes to its board and management including changes to details in respect to its name, address or corporate actions, such changes shall be notified to FINSEC in writing within 3 business days of the occurrence. In the event that the Issuer s Board resolves to issue additional securities in the class already issued and causing the authorised capital to exceed the initially disclosed quantum, the Issuer shall notify FINSEC in writing within 2 business days of such a resolution submitting a certified copy of the Board Resolution. Where an Issuer makes changes to the terms and conditions of securities in issue (to the extent that the Issuer is legally permitted to do so) such as postponement of a dividend or interest payment date or extension of the maturity date of an issued fixed income instrument etc., such changes shall be notified to FINSEC and advised to the investors at least 3 business days before the record date. Where an Issuer seeks to reduce the authorised, issued and listed capital (to the extent so legally permitted), the issuer shall notify FINSEC in writing within 3 business days and also advise investors of such a resolution and provide comprehensive details of the intention including the date of effect, the amount to be so reduced and the balance upon reduction. Where the Issuer has distributed additional securities (e.g. through a Bonus or Rights Issue), the Issuer shall, in writing to FINSEC, apply for listing of the additional securities. Where an Issuer is considering matters that may influence the price of its securities on the ATP or where the Issuer acquires knowledge of the leakage of any material price sensitive information it must publish a cautionary announcement and advise investors to exercise caution when dealing in the securities, until full details regarding the matter are further announced by the Issuer. An Issuer is obliged to make disclosures of material matters that may have significant effects on the Issuer, the Issuer s business or trading of the Issuer s securities on the FINSEC ATP. The rule of thumb in deciding material disclosures or whether a parameter is significant is whether, in the opinion of the Issuer s Board, the event or information subject to such consideration ought to be disclosed. In assessing materiality, the Issuer shall consider if the event and/or information requiring such disclosure is of a criteria as to: D1.19.1 Result in a significant impact on the quantum of turnover or profitability of the Issuer. D1.19.2 Result in an alteration of information available publicly. D1.19.3 Result in significant market reaction if omission of such disclosure came to light in the future. D1.20. D1.21. Where the Issuer has controlling interests in a subsidiary company whose results are consolidated into the Issuer s financials, the date of publication of such a subsidiary s financial results, if published, shall be simultaneous with or, at most, within seven (7) days of the publication of the Issuer s financial results. Actual as well as proposed corporate actions require immediate disclosure. These include, but are not limited to, the following: a) Changes in share ownership that may affect control of the Issuer; b) Changes in corporate structure, such as re-organisations, amalgamations, etc.; Issuer Admission Rules 10 of 40

c) Take-over bids or Issuer bids; d) Major corporate acquisitions or dispositions; e) Changes in capital structure; f) Borrowing of a significant amount of funds; g) Public or private sale of additional securities; h) Entering into or loss of significant contracts; i) Firm evidence of significant increases or decreases in near-term earnings prospects; j) Significant changes in management; k) Significant litigation; l) Major disputes; m) Events of default under financing or other agreements; n) Cash and scrip dividends; o) Coupon payments and capital redemptions in respect to Fixed Income instruments; p) Rights issues, share splits, share consolidations and any other offers and distributions that may affect the number of shares in issue and/or the value thereof. D1.22. Issuers involved in a significant transaction or corporate action must; D1.21.1. Immediately publish notice of the proposed transaction or corporate action; D1.21.2. Fix in advance all material dates including a record date for determining investors entitlements; D1.21.3. Where the transaction requires investor approvals, the meeting of investors must take place at least seven trading days in advance of the record date. D1.23. D1.24. Issuer notices must be placed in the press by the most efficient method that will facilitate the widest dissemination possible. Where FINSEC finds that an Issuer has contravened or failed to adhere to these Admission Rules it may, without denigrating the Issuer s rights to recourse, suspend or bar the Issuer from the official list. Issuer Admission Rules 11 of 40

E. TRADING IN SECURITIES BY DIRECTORS AND EMPLOYEES E1. Insider Trading E2.1. If any Director or employee of the Issuer has price-sensitive information relating to the Issuer that has not been published or is not generally available, they shall not: E2.1.1. E2.1.2. E2.1.3. buy, sell or in any way deal in the Issuer s securities; advise, purchase or in any way encourage another person to buy or sell the Issuer s securities, or relay information to another person whom he or she knows, or might reasonably know, will use the information to buy or sell the Issuer s securities. E2. Price-Sensitive Information E2.1. Price-sensitive information is information about the Issuer or its business or affairs that, if publicly known, would or would reasonably likely: E2.1.1. E2.1.2. have a material effect on the price or value of the Issuer s securities, or influence persons in deciding whether to trade in the Issuer s securities. E2.2. Examples of price-sensitive information would include the following. E2.2.1. E2.2.2. E2.2.3. A material variance in the financial performance of the Issuer against its budget. The entry into, or termination of, a major transaction. Knowledge of the unpublished financial performance of the Issuer s subsidiary companies. E3. Information Generally Available E3.1. Information is generally available if it: E3.1.1. E3.1.2. E3.1.3. E3.1.4. is on the Issuer s website; is published in the media; has been available for some time and would be expected to be known to investors, or has been published from information that has already been made public. E4. Closed Periods E4.1. FINSEC recognises that Directors and employees are more likely within certain periods to be in possession of information that is considered price-sensitive and has therefore determined that within closed periods, Directors and employees will not be permitted to trade in the Issuer s securities. E4.2. FINSEC determines a closed period as 120 days prior to the publication of the Issuer s financial results. E4.3. The Issuer is obliged to inform FINSEC of any dealing in the Issuer s securities by insiders during the closed period. Issuer Admission Rules 12 of 40

F. SUSPENSIONS AND DISQUALIFICATION F.1. Admission Agreement F.1.1. The Admissions Agreement authorises FINSEC to suspend admissions and trading in an Issuer s securities without notice and at any time or to disqualify for admission the securities of an Issuer, if FINSEC believes it is in the public interest. F.2. Suspensions and withdrawals F.2.1. F.2.2. F.2.3. F.2.4. F.2.5. FINSEC can order suspension or withdrawal of any security from trading to allow for public dissemination of material news pursuant to appropriate disclosure and trade suspensions. FINSEC will automatically and without any prior notice suspend from admission an Issuer s securities if, at any time, the Issuer fails to meet any of the continuing obligations for admission or, FINSEC considers it in the public interest to do so. If an Issuer has had its securities suspended from admission pursuant to this section, or otherwise has, within 90 days from the date of such suspension, cured the default or breach that gave rise to the suspension and paid FINSEC the requalification fee, as may be required, the Issuer s securities will automatically requalify for admission. Throughout the period during which an Issuer s securities are suspended from trading, the FINSEC system will not allow quotation or trading by authorised users in the securities of the Issuer: the FINSEC website will indicate that the Issuer s securities have been suspended from trading. Authorised users may quote or trade the securities of the Issuer on other marketplaces or over-the-counter unless prohibited under securities legislation. Throughout the period during which an Issuer s securities are suspended from trading, the Issuer must continue to comply with all other applicable FINSEC requirements. F.3. Disqualifications and withdrawal of Admission F.3.1. FINSEC will automatically and without any prior notice, suspend the admission of an Issuer s securities unless the Issuer has, within 90 calendar days of having its securities suspended: - Cured the default or breach that gave rise to the suspension from admission; and - Paid to FINSEC the requalification fees, as may be required and based on standard ATP Listing Application Fees. F.3.2. F.3.3. F.3.4. An Issuer may at any time request that FINSEC withdraw from Admission all or any class of its securities. Any such request must be made in writing and must identify the securities that will be the subject of withdrawal An Issuer may seek the suspension or withdrawal of securities from trading. To this end a justified request specifying the reasons for the request must be addressed to FINSEC. Upon review of the request, FINSEC will take into account the interests of the market, of the investors and if applicable of the Issuer. FINSEC shall fix the date when the suspension or withdrawal of securities will take effect. It may request the Issuer to publish a press release to this effect and demand that the announcement be made sufficiently early so that a reasonable timeframe can be respected between the announcement and the date on which the suspension or withdrawal becomes effective. Issuer Admission Rules 13 of 40

ANNEX 1: STANDARD APPLICATION FORM FOR LISTING ON THE ATP APPLICATION FORM Admission to the Financial Securities Exchange FORM FSA1 (This form should be electronically completed, and submitted in duplicate, under the letter-head of the Sponsoring Broker OR Nominated Advisor who must be licenced by the Securities and Exchange Commission of Zimbabwe) Application Number: [For Official Use Only] Date: [For Official Use Only] PART A: INTRODUCTION [Insert Date] The Chief Executive Officer, Financial Securities Exchange (Private) Limited 2nd Floor ZB Centre Kwame Nkrumah Avenue HARARE LETTER TO BE PRINTED ON NOMINATED ADVISOR S LETTERHEAD Re: [Insert name of the issuer which is the subject of the listing application] Dear Sirs, We [Insert Name of Nominated Advisor] are instructed by [Insert name of the issuer which is the subject of the listing application] to make an application for the listing of and for permission to deal in the securities referred to in the Issuer Admission Application Form, subject to the Admission Rules of The Financial Securities Exchange. In doing so, we understand that the granting of a listing pursuant to this application shall constitute a contract between [Insert name of the issuer] and the Financial Securities Exchange (FINSEC). In support of this application, we hereto attach a certified extract from the Issuer s Board Minutes authorising the sought listing. We confirm in that: 1. We have explained to the directors of the applicant the nature of their responsibilities under the Admission Rules. 2. All the documents required by the Listings Rules have been so submitted; 3. We consider the new applicant to be suitable for Listing on FINSEC; 4. The applicant complies with all conditions in the Admission Rules; 5. The Listing Document is in compliance with the Admission Rules and that: 5.1. The information contained in the Pre-Listing Statement or Offer Document is accurate and complete in all material respects and not false or misleading; 5.2. There are no other matters, the omission of which would make any statement in the Pre-Listing Statement or Offer Document (delete the inapplicable) false or misleading; 5.3. Statements of fact and opinion expressed by the directors in the Pre-Listing Statement or Offer Document have been arrived at after due and careful consideration on the part of the directors and are founded on bases and assumptions that are fair; 5.4. The directors of the new applicant have made sufficient enquiries so as to enable them to give the confirmations set out in the responsibility statement contained in the Pre-Listing Statement or Offer Document (delete the inapplicable); 5.5. There are no matters, other than those disclosed in the Pre-Listing Statement or Offer Document (delete the inapplicable) or otherwise in writing to FINSEC, which should have been disclosed for FINSEC to be able to consider the application for Listing of the relevant securities. Yours faithfully, for and on behalf of [Insert Name of Nominated Advisor] [Insert Signatory s Name] Issuer Admission Rules 14 of 40

PART B: PARTICULARS OF THE PROPOSED LISTING B1. Proposed timetable for the listing. B1.1. B1.2. B1.3. B1.4. B1.5. Listing document date: First draft of listing document available for Exchange: Exchange hearing: Bulk print / publication date: Dealings commence: PART C: PARTICULARS OF THE ISSUER C1. Place and date of incorporation or other establishment: C2. The Physical Address of Applicant s Registered Office: C3. History and nature of business and, in the case of an investment company, a brief description of investment policy and objectives: C4. List of directors: Title (State whether executive, nonexecutive, chairperson ) Forename(s) Surname Age Citizenship Address C5. The following are particulars of the qualifications and experience of the directors, chief executive and secretary of the Issuer: Name Position Qualifications Experience Issuer Admission Rules 15 of 40

PART D: DETAILS OF CAPITAL D1. Authorised Capital of [Insert Currency] [Insert Amount] divided into: Class Number Par Value Per Unit Total Nominal Value D2. The type(s) and number of securities for which application is now made, being the issued (and paid up) capital of [Insert Currency] [Insert Amount] divided into: Currently in issue Class Number Par Value Per Unit Total Nominal Value Proposed to be issued pursuant to listing D3. Definitive certificates (in respect of the class of security/securities for which listing is sought) have already been issued for [Insert Quantity] securities and will be dematerialised onto the Alternative Trading Platform at the option of the holders ahead of their trading on the ATP. D4. Estimated market value (equity) / total capitalisation (debt) of issuer: D5. Estimated market capitalisation (equity)/ nominal amount (debt) of securities for which listing is sought: D6. The securities for which application is now made. a. Are/Are not identical in all respects. [Delete the Inapplicable and Insert Details] b. Are/Are not identical in all respects with an existing class of security. [Delete the Inapplicable and Insert Details] [If the securities are not identical now, but will become so in the future, a statement as to when they will become identical must be added to (a) or (b) above.] Issuer Admission Rules 16 of 40

c. Are not listed or dealt in on another stock exchange/are listed or dealt in on the following stock exchange(s). PART E: FINANCIAL DISCLOSURES [Delete the Inapplicable and Insert Details] E1. Turnover and profit attributable to equity investors for the three preceding years. Year Ending: Turnover Profit Year 1 Year 2 Year 3 E2. The undermentioned is/are substantial investor(s) of the company or of its holding company. Name Address Number of Shares % of Holding PART F: DETAILS OF ADVISORY TEAM Role Name Physical Address PART G: EXECUTION For Issuer Secretary Director Insert Signatures Insert Full Names For Nominated Advisor Signatory 1 Signatory 2 Insert Signatures Issuer Admission Rules 17 of 40

Insert Full Names ANNEX 2: GUIDING CHECKLIST FOR PRELISTING STATEMENT OR OFFER DOCUMENT Item Details Corporate Information 1. Forward-Looking Statements 2. Definitions 3. Salient Information Section I: Information on Issuer 4. History and Background of Issuer 5. Vision, Mission and Values 6. Operating Environment of Issuer and Business Units 7. Financial Performance 8. Capital Structure 9. Major Investor 10. Capital Commitments, Lease Commitments and Contingent Liabilities 11. Dividend Policy or Terms and Conditions of Interest Disbursements and Capital Redemptions 12. Recent Acquisitions 13. Material Changes 14. Facts and Events Which May Have a Material Effect on The Issuer 15. Litigation Statement 16. Material Contracts 17. Future Prospects of Issuer 18. Key Business Risks Section II: Details Of The Listing 19. Authorisation For Listing 20. Details of the Issue and Utilisation of Proceeds (Where Applicable) 21. Tax Implications of The Listing 22. Costs of The Listing 23. Conditions Precedent 24. Regulatory Issues 25. Documents Available for Inspection 26. Experts' Consents Section III: Corporate Governance 27. Corporate Governance Framework 28. Directors of Issuer 29. Directors Profiles 30. Directors Interests 31. Other Interests Issuer Admission Rules 18 of 40

32. Directors Responsibility Statement 33. Management 34. Skills Retention Arrangements and Remuneration Section IV: Reporting Accountant s Report on The Historical Financial Information of The Issuer Section V: Historical Share Price Movement or Valuation Report ANNEX 3: TIME LIMIT GUIDELINES ON CORPORATE ACTIONS AND EVENTS An Issuer must follow the time limits set out in the following sample timetables for corporate actions. All Issuers must consult with FINSEC prior to the publication of a timetable. EVENT TIME LIMITS Dividends or Distributions Announcement date Day 0 Closing Date (Last Date to Trade on Cum Basis) Securities quoted on ex basis Record date to identify security holders entitled to the dividend (distribution). Last date for elections under a scrip dividend or distribution plan. Date of dividend (distribution) payment. Interest Payments on Quoted Debt Securities Record date to identify persons entitled to receive interest payments on debt securities and convertible debt securities Payment date Pro Rata Issues (Renounceable) Entity announces pro rata issue and applies for quotation. Day 0 Entity lodges a Disclosure Document or Disclosure Statement Record Date minus 3 Business Days Record Date minus 2 Business Days By Day 14 of Announcement Date at least 1 business day after record date. The dividend (distribution) must be paid (distributed) within 14 days of the record date. However, where the date of payment falls on a day on which banks in Zimbabwe are closed, the date of the payment must be the next day on which the banks are open. By Day 14 of Announcement Date The interest must be paid within 14 days of the record date. However, where the date of payment falls on a day on which banks in Zimbabwe are closed, the date of the payment must be the next day on which the banks are open. At least 7 business days before the record date. Entity sends notice to security holders containing details of the timetable At least 7 business days before record date. (in particular the ex date, rights trading period and applications close date) and a statement that the Disclosure Document or Disclosure Statement has been lodged with FINSEC and is available on the FINSEC website and the entity s website (if applicable) are to appear prominently. Securities are quoted on an ex basis and rights trading starts on a deferred settlement basis Record date to identify security holders entitled to participate in the issue. Record Date minus 2 Business Days By Day 14 of Announcement Date Entity sends the disclosure offer documents or Disclosure Statement No more than 3 business days after record date. and either serially personalised numbered entitlement and acceptance forms or serially numbered provisional letters of allotment on a nil paid basis to persons entitled and announces that this has been completed. Rights trading ends. [Note: securities are quoted on a deferred settlement basis on the next business day after rights trading finishes]. Offer closes at 4 pm. 6 business days before applications closing date. At least 21 business days after the entity mails the Disclosure Document or Disclosure Statement to holders. Issuer Admission Rules 19 of 40

Entity notifies FINSEC of under subscriptions. No more than 3 business days after applications closing date. Issue date. Deferred settlement trading ends. Last day for entity to No more than 5 business days after applications closing date. confirm to FINSEC all closure. [Note: Normal trading (T+3) starts on the next business day after the issue date]. General Events Publication of annual financial statements. Notices for Investor Meetings. Within 90 days of the Issuers financial year-end. 21 business days prior to the proposed meeting as per provisions of the Companies Act [24:03]. ANNEX 4: STANDARD ELIGIBILITY CRITERIA FOR EQUITIES BOARD REQUIREMENT CRITERIA Incorporation status Whereas public institutions and state enterprises incorporated by act of parliament are eligible to bring securities on to the ATP, an applicant which itself seeks listing shall be duly incorporated as a public company under the Companies Act of Zimbabwe [Chapter 24:03] or other competent jurisdiction and capable of submitting a valid a valid ZIMRA tax clearance certificate. The Issuer s memorandum and articles of association and shall permit issue of shares to the public. Capitalisation The applicant shall have a minimum authorised issued and fully paid up capital of US$ 1 million or any lower figure as the FINSEC Listings Committee may recommend on an applicant-by-applicant basis. Net Assets In respect to new equity issues, the net assets of the applicant immediately before the public offering of shares should not be less than 25 percent of the applicant s share capital. Pre-Listing Statement / Offer Document Tradability Transferability and Admission to the FINSEC SME Segment is pursuant to a Pre-Listing Statement (in respect to introductions) or an Offer Document (in respect to new issues). The appropriate trading of securities on FINSEC must be guaranteed and there must be rules on establishing legal ownership. Securities to be listed shall be freely transferable and not subject to any restrictions on marketability or any pre-emptive rights unless such restrictions are provided for in the Rules of the Issuer and permitted on the respective market segment. Availability and The applicant shall have audited financial statements conforming to International Financial Reporting reliability of financial Standards (IFRS) or as may apply in respect to Public Institutions and as required from time to time by the records Public Accountants and Auditors Board ( PAAB ). The financial statements should be consistent with the requirements of the Companies Act [24:03]. The financial statements should be for an accounting period ending on a date not more than twelve (12) months preceding to the projected date of the admission. 1 The audited financials must not contain any emphasis of matter or qualification on matters of honesty or which threatens the existence of the applicant as a going concern. Competence and According to the current date as of the application and for a period of at least two years preceding to the date suitability of directors of the application, no director of the applicant (Issuer) shall haveand management o any criminal proceedings in which the director was convicted of fraud or any criminal offence, nor be named the subject of pending criminal proceeding, or any other offence or action either within or outside Zimbabwe; or o any plea under bankruptcy or insolvency laws in any jurisdiction imminent or susceptible against the director (for individuals), or any winding-up plea imminent or susceptible against it (for corporate bodies); o been the subject of any ruling of a court of competent jurisdiction or any governmental body in any jurisdiction, that permanently or temporarily prohibits such director from acting as an investment adviser or as a director or employee of a Securities dealer, or any financial service institution or engaging in any type of business practice or activity in that jurisdiction. The applicant (Issuer) shall ensure sustained retention of appropriate competent management. The applicant (Issuer) shall have an appropriate senior management with relevant experience for at least one year prior to the listing, none of whom shall have committed any serious offence in any jurisdiction that may be considered inappropriate for the management of a listed company. The applicant (Issuer) must have at least a third of the Board as non-executive directors. Dividend Policy The Issuer must disclose the dividend policy. 1 Where the proposed listing date is more than eight months after the preceding financial year end of the company, audit reviewed interim financial statements that are not more than 4 months old shall be required. Issuer Admission Rules 20 of 40