ABRIDGED CIRCULAR TO SHAREHOLDERS

(Incorporated in Zimbabwe on 10 August 1939, under Company Registration Number 96/25/48) and Certificate of Change of Name dated 06 May 2013)

RELATING TO
a) b) c) d) A proposed Share Consolidation; Proposed amendments to the Articles of Association; Proposed amendments to the Executive Share Option Scheme; and Proposed amendments to the Employee Share Ownership Trust,

Trustees Remuneration The Trustees shall not be entitled any remuneration for services rendered. However, any Trustee being an accountant or legal practitioner or other person engaged in a profession shall be entitled to a charge and be paid commercial rates for professional work done by him or his firm in connection with the execution of the trusts thereof. 3. EFFECTS OF THE SHARE CONSOLIDATION ON SHARE CAPITAL Below are the effects of the Share Consolidation on Share Capital

INCORPORATING A NOTICE OF AN AGM THIS ABRIDGED CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION This Abridged Circular should be read in conjunction with the full circular to the shareholders of Zimplow Holdings Limited (Zimplow or the Company) dated Tuesday, April 08, 2014 and the definitions set out therein. This Abridged Circular is neither a prospectus nor an invitation to the public to subscribe for shares in Zimplow. Action Required: If you are in any doubt as to the action you should take in relation to this document please consult your stockbroker, banker, accountant, attorney or other professional advisor immediately.
Financial Advisors

Share capital before the share consolidation Current number of authorized shares Current number of issued ordinary shares Nominal value of issued shares Current number of ordinary shares under the control of directors Share capital after the share consolidation Number of authorized shares Number of issued ordinary shares Nominal value of issued shares Number of ordinary shares under the control of directors 4.

800,000,000 622,717,525 $0.0001 177,282,475 200,000,000 155,679,381 $0.0004 44,320,619

Legal Advisors

Transfer Secretaries

Sponsoring Brokers

COSTS OF THE TRANSACTION The costs of implementing the Transaction are estimated at US$50,000. This amount relates to various advisory fees, brokerage fees, printing and regulatory fees and other professional charges. Your Directors believe that this expense is in line with market rates for similar services. CONDITIONS PRECEDENT TO THE TRANSACTION The proposed Transaction is conditional upon: The proposal to consolidate the authorised share capital and issued share capital of the Company being approved at the AGM by a majority of 75% of the votes exercisable by the members present and voting, either in person or by proxy; The proposal to amend Memorandum of Association being approved at the AGM by a majority of 75% of the votes exercisable by the members present and voting, either in person or by proxy; The proposal to establish an amended Executive Share Option Scheme being approved at the AGM by a majority of 50% of the votes exercisable by members present and voting, either in person or by proxy; The proposal to establish an amended Employee Share Ownership Trust being approved at the AGM by a majority of 50% of the votes exercisable by members present and voting, either in person or by proxy; The proposal to establish an amended Employee Share Ownership Trust being approved by the board of trustees of the former Zimplow share employee ownership trust and the former TPHL employee share ownership trust; and Approval by the ZSE Listings Committee of the listing of the New Ordinary Shares to be issued in fulfillment of Share Consolidation. IMPORTANT DATES Event Last Practicable Date Notice of AGM Published Circular to shareholders published and mailed Last day for lodging Forms of Proxy for the AGM (at 1600 hours) AGM at 1000 hours Record date of Share Consolidation Results of AGM announced in the press Ordinary Shares trade on the ZSE on a post consolidation basis Mailing of new certificates for New Ordinary Shares Notes: a) b) The dates stated above are subject to change and any amendments will be published in the press. All times given in this Abridged Circular are local times in Zimbabwe. Date Friday, March 28, 2014 Tuesday, April 08, 2014 Tuesday, April 08, 2014 Wednesday, April 30, 2014 Friday, May 02, 2014 Friday, May 02, 2014 Wednesday, May 07, 2014 Monday, May 12, 2014 Wednesday, May 14, 2014

Corpserve
ABC STOCKBROKERS
A member of the Zimbabwe Stock Exchange

5. 5.1. 5.2.

ABRIDGED CIRCULAR TO SHAREHOLDERS The Directors of Zimplow, whose names appear hereunder, collectively and individually accept full responsibility for the accuracy of the information contained in this Abridged Circular and further confirm that they have made all reasonable enquiries and declare that to the best of their knowledge and belief there are no facts, the omission of which would make any statement in this Abridged Circular false or misleading. 1. INTRODUCTION Your Directors are proposing that the Company engage in a share consolidation, amend the Memorandum and Articles of Association, amend the Executive Share Option Scheme and amend the Employee Share Ownership Trust. Collectively, the Directors proposals will be referred to herein as the Transaction. THE PROPOSED TRANSACTION The details of the Transaction are outlined below: The Share Consolidation: 5.3. 5.4. 5.5. 5.6. 6.

2. 2.1.

2.1.1. Rationale Your Directors are concerned by the high number of the Zimplow ordinary shares listed on the ZSE. This situation has seen an increase in low volume trades at varying prices. Such share price volatility has been perceived by the market as a reflection of a high level of investment risk consequently depressing Zimplows share price relative to its peer companies. The high number of ordinary shares in issue has also made the administration of the share register cumbersome and expensive. With a view to address this situation, your Directors are recommending a restructure of the Companys share capital so as to align it with that of its publicly listed peers by way of a consolidation of both the authorised and issued share capital. The consolidation of the Companys issued shares should increase the competitiveness of the Company's shares on the market and attract new potential investors. In addition, it should make the administration of the share register easier and less expensive. 2.1.2. Mechanics of the Share Consolidation The Share Consolidation will have the effect of re-denominating the issued share capital to approximately 155,679,381 ordinary shares of a nominal value of US$0.0004 each. No change in the total value of the Companys issued share capital will occur. If implemented, there will be need to align the share capital of the Company as currently appearing in the Memorandum and Articles of Association to that arising from the Share Consolidation, by way of the resolution set out in the notice herein. If implemented, each holder of 4 (four) ordinary shares of a nominal value of US$0.0001 each [Existing Ordinary Shares] in the share capital of the Company as at Friday, May 02, 2014 will have their shares replaced with 1 (one) ordinary share of nominal value of US$0.0004 each [New Ordinary Shares]. Therefore, holders of ordinary shares will receive 1 (one) New Ordinary Share for every 4 (four) Existing Ordinary Shares held. Apart from having a different nominal value, each New Ordinary Share will carry the same rights set out in the Companys Memorandum and Articles of Association, as currently attached to each Existing Ordinary Share. Given that the Existing Ordinary Shares will be replaced by New Ordinary Shares, each individual Shareholder will retain the same percentage ownership of the issued share capital of Zimplow that they had before the Share Consolidation, subject to minor changes resulting from the sale of fractional entitlements. No fractional shares will be issued. Registered shareholders otherwise entitled to a fractional share interest as a result of the Share Consolidation will be entitled to a cash payment in lieu of the fractional interest as described below. The amount of any cash payment arising out of fractional shares shall be equal to the fraction multiplied by the weighted average closing price of Zimplows ordinary share on the ZSE for the 30 trading days immediately prior to the Record Date. If such price is not available, the payment will be based on such other price or prices as determined by the Companys Board of Directors in its sole discretion. 2.1.3. Share Certificates The new share certificates, issued in respect of the Share Consolidation, will be posted, at the risk of the registered member, to the registered members address as recorded on the Companys share register, unless specific instructions to the contrary are given in writing, signed by the person concerned and received by the Company prior to dispatch of such share certificate. Shareholders are encouraged to send their Existing Share Certificates for redemption with the new certificates to the Transfer Secretaries. Share Certificates of Existing Ordinary Shares will no longer be valid and should be sent to the Transfer Secretaries once the new share certificates are received. Until a holder of certificated Ordinary Shares receives a new share certificate, transfers of certificated Ordinary Shares will be certified against the register. 2.2. Amendments to the Memorandum and Articles of Association Because of the change in the authorised share capital of the Company arising from the Share Consolidation, the Directors are proposing an amendment to the Companys Memorandum and Articles of Association so as to align the number of the authorised shares in the Memorandum and Articles of Association with that arising from the Share Consolidation. A copy of the Memorandum and Articles of Association shall lie for inspection by members from Tuesday, April 08, 2014, until and including Wednesday, April 30, 2014 at the Companys offices. Proposed Amendments to the Executive Share Option Scheme

7.

REGULATORY ISSUES The ZSE has approved the issue and publication of this Abridged Circular on Tuesday, April 01, 2014. Application will be made to the Listings Committee of the ZSE, for a listing of the New Ordinary Shares. Save for any changes announced after the publication of this Abridged Circular and / or arising from regulatory directives, the ZSE has provisionally agreed that dealing in the New Ordinary Shares commences on Monday, May 12, 2014.

8.

EXPERTS CONSENT African Banking Corporation of Zimbabwe Limited, Coghlan and Welsh Legal Practitioners, Corpserve Transfer Secretaries (Private) Limited, and ABC Stockbrokers (Private) Limited have given, and not withdrawn, their consents, as at date of issue of this Abridged Circular, to its issue with the inclusion of their names and reports in the forms and contexts in which they appear. CONCLUSION AND RECOMMENDATION The Directors recommend that Shareholders vote in favour of the resolutions giving effect to the Transaction. The Directors will collectively vote in favour of the resolutions to approve the Transaction at the AGM in respect of their shareholdings. DOCUMENTS AVAILABLE FOR INSPECTION The following documents, or copies thereof, will be available for inspection at the registered Companys registered offices and head office, during normal business hours, on weekdays, until Wednesday, April 30, 2014: the Circular; the ExSOS Rules; The ESOT Deed; the Memorandum and Articles of Association of Zimplow; the audited nancial statements of Zimplow for the three nancial years ended 31 December 2013, 31 December 2012, and 31 December 2011; and the written consents of the experts referred to in the Abridged Circular.

9.

10.

11.

QUERIES If you have any questions on any aspect of this Document, please contact your stockbroker, accountant, banker, lawyer or other professional advisor. NOTICE OF ANNUAL GENERAL MEETING NOTICE is hereby given that an Annual General Meeting of shareholders will be held at the Companys Head Office, First Floor AON House, Northend Close, Northridge Park, Borrowdale, Harare at 1000hrs on Friday, May 02, 2014 to consider the following: AS ORDINARY RESOLUTIONS (i) To approve the minutes of the Annual General Meeting held on 4 April 2013. (ii) To receive and consider the directors report and audited financial statements for the year ended 31 December 2013. (iii) To elect directors in place of those retiring; Messrs Antiock Kurauone, Patrick Devenish, Eugene Mlambo, Todd Moyo and Zivanayi Rusike who retire from the Board by rotation and being eligible, offer themselves for re-election. Messrs Timothy Johnson, Godfrey Manhambara and Sibani Mngomezulu, who were appointed during the year, also retire at this Annual General Meeting, and being eligible, offer themselves for re-election. (iv) To approve the remuneration of directors for the year ended 31 December 2013. (v) To fix the auditors remuneration for the year ended 31 December 2013. (vi) To appoint auditors for the financial year ending 31 December 2014. (vii) THAT the Directors of the Company be and are hereby authorized to establish the 2014 Executive Share Option Scheme, details of which are contained in the scheme document, a copy of which is hereby tabled in the Meeting and initialled and signed by the Chairman. (viii) THAT, subject to the respective Boards of Trustees, the Directors of the Company be and they are hereby authorized to amend and combine the Tractive Power Holdings Limited Employee Share Trust and the former Zimplow Limited Employee Share Trust, details of which are contained in the Trust Deed, a copy of which is hereby tabled in the meeting and initialled and signed by the Chairman for identification. AS A SPECIAL RESOLUTION (i) THAT every 4 (four) shares of the ordinary shares of the 800,000,000 (eight hundred million) ordinary shares of a nominal value of US$0.0001 each in the authorised share capital of the Company be and are hereby consolidated into one (1) share of a nominal value US$0.0004 each. a. The 800,000,000 (eight hundred million) ordinary shares of a nominal value of US$0.0001 each in the ordinary share capital of the Company shall be consolidated into 200,000,000 (two hundred million) ordinary shares of a nominal value of US$0.0004 per share. b. The 622,717,525 (six hundred and twenty two million, seven hundred and seventeen thousand five hundred twenty five) issued ordinary shares of a nominal value of US$0.0001 each in the authorised share capital of the Company shall be consolidated into approximately 155,679,382 (one hundred and fifty five million six hundred and seventy nine thousand three hundred and eighty two) ordinary shares of a nominal value US$0.0004 each. (ii) THAT any fractional shares resulting from the share consolidation referred to in the resolution above be acquired by the Company for cancellations; a. The price at which these shares will be acquired by the Company shall be the weighted average closing price of the listed ordinary shares of the Company over a thirty day trading period immediately preceding Friday, March 28, 2014, the last practicable day preceding the publication of the Transaction. b. The amount by which the Companys issued share capital is diminished by cancellation of the fractional shares shall be transferred to a capital redemption reserve fund appropriated out of the revenue reserves of the Company. (iii) THAT pursuant and subject to the passing of the resolution in (ix) above, that the authorised share capital of the Company in the Memorandum of Association be and is hereby amended accordingly.

12.

2.3.

2.3.1. Rationale Before the merger of Zimplow Limited and TPHL, Zimplow Limited had an established executive share ownership scheme, whilst TPHL did not have a similar scheme. The purpose of the former scheme was to enable executives to identify themselves more closely with the Companys activities and to promote its continued growth. Accordingly, the Directors propose, subject to shareholders approval, to establish a comprehensive scheme that will incorporate the former TPHL executives and the Zimplow Executives who were part of the former scheme, and thus fulfil the said purpose for the whole group. Through this approach, Directors believe that the Companys executive employees, both new and old, will have an incentive to stay with the Company and at the same time, create shareholder value. More importantly, the proposed ExSOS will strengthen the alignment of executive employee interest to those of shareholders. The draft ExSOS scheme forms part of the documents available for inspection and should be referred to for details on the features of the ExSOS. 2.3.2. Salient Features of the ExSOS The proposed scheme, to be known as the 2014 Zimplow Holdings Limited Executive Share Option Scheme, will have the following features: 2.4. A maximum of 17,297,709 Consolidated Zimplow Shares of the unissued share capital of the Company shall be made available for the grant of the options in terms of that ExSOS, subject to such ordinary shares not exceeding ten per centum (10%) of the Companys issued share capital. The ExSOS shall come into eect on Friday, May 02, 2014 and options granted in terms of that scheme shall be exercisable over a 5 (five) year period after the effective date. Options granted will have a vesting period of 1 (one) year, before the beneficiary has the right to exercise. All executives, employed in full time capacity by the Company, who have served the Company continuously for a minimum period of 1 year, shall be eligible to participate in this scheme. The Directors shall have an unfettered discretion to grant options to the executives or not to grant options, as they deem t. The options shall be personal to the executive and can only be exercised by him or by his estate or by a family trust or by a company controlled by him or controlled by a family trust.

Proposed Employee Share Ownership Trust

2.4.1. Rationale When Zimplow Limited merged with TPHL, both companies had established employee share ownership trusts. The current Transaction seeks to combine these two separate trusts under uniform terms to benefit existing employees of Zimplow. The draft ESOT Deed forms part of the documents available for inspection and should be referred to for details on the features of the ESOT. However, the salient features are outlined below. 2.4.2. Salient Features of the ESOT Category of Employees who will benefit from the ESOT All non-executive staff, of Zimplow who have been employed by the Company for a minimum continuous period of 12 months will be eligible for participation in the ESOT. The ESOT has been established for the benefit of non-executive staff. ESOT Shareholding The predecessor share ownership trusts of the ESOT collectively own 15,985,914 Zimplow Shares representing 2.57% of the issued share capital of Zimplow. The ESOT will take over ownership of those shares, which shares shall form part of the Trust assets. Administration of Trust Assets The beneficiaries shall not be entitled by way of vested rights to legal ownership of the shares owned by the ESOT but shall be considered beneficiaries of the same, which shares shall vest undivided in the ESOT. The beneficiaries therefore shall have no right to cede, alienate or in any way deal with the shares owned by the ESOT. The beneficiaries shall participate in the net income of the ESOT based on the number of years served by each beneficiary in the Company and in accordance with the formula laid down in the ESOT Deed. Appointment of Trustees and Initial Composition In terms of the ESOT Deed, the Zimplow Workers shall appoint an equal number of trustees with management to the board of trustees of the ESOT. The Chairman of the ESOT shall always be the Group Human Resources Executive of the Company.

BY ORDER OF THE BOARD

M. CHINORWADZA Company Secretary Zimplow Holdings Limited Head Office 1st Floor, Northridge Park Borrowdale HARARE

Head Offices: 1st Floor Northridge Park, Northend Close, Borrowdale, Harare, Zimbabwe Directors: Z. Rusike (Chairman), Z. Kumwenda (Chief Executive), P. Devenish, A. Kurauone, E. Mlambo, T. Moyo, N. Nhira, F. Rwakonda, T. Manhambara, S. Mngomezulu, T.M. Johnson

BARKERS

ZP 05