Truworths : Public Notice Of Trading Halt

THIS ABRIDGED CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

(Edgars Stores Limited, Incorporated in Zimbabwe in 1948 under Company Registration Number 379/1948)

Directors: T.N. Sibanda (Chairman), C.F. Dube, S. Mushosho* (CEO), C. Mutevhe* (CFO), P. Mnyama*, M. Hosack, C. Claassen, M. Robb. *Executive

Registered address: 15th Floor, ZB Life Towers, Corner Sam Nujoma Street & Jason Moyo, Harare, Zimbabwe.

ABRIDGED CIRCULAR TO SHAREHOLDERS

Relating to and seeking approvals for:

The Termination of the Listing of Edgars Stores Limited on the Zimbabwe Stock Exchange and the simultaneous Listing by Introduction of Edgars Stores Limited on the Victoria Falls Stock Exchange and Incorporating a

NOTICE OF AN EXTRAORDINARY GENERAL MEETING

Notice of an Extraordinary General Meeting of the members of Edgars Stores Limited, to be held virtually by electronic means, at 1000 hours on Friday, 22 March 2024. The notice was published on Friday, 1 March 2024 in accordance with the Listings Requirements of the Zimbabwe Stock Exchange ("ZSE") and the Companies and Other Business Entities Act (Chapter 24:31) of Zimbabwe, as set out at the end of this Document. Shareholders are asked to complete and return the attached form of proxy in accordance with the instructions printed thereon as soon as possible, but not later than 1000 hours, on Wednesday, 20 March 2024.

Financial Advisors	Sponsoring Brokers	Legal Advisors	Transfer Secretaries

Action Required by Edgars Shareholders

1. Read this Document in its entirety. If you are in doubt as to the action you should take, you should immediately seek advice from an independent stockbroker, bank manager, legal practitioner, accountant, or any other professional advisor of your choice;
2. Attend and vote at the EGM to be held on Friday, 22 March 2024; and
3. Shareholders who cannot attend the EGM but wish to be represented thereat should complete and sign the Proxy Form included with this Document and ensure it is lodged at the Transfer Secretaries' registered office being 2nd Floor ZB Centre Corner First Street & Kwame Nkrumah Avenue, Harare, Zimbabwe or emailed to: [e-mail].
4. The Proxy Form should be received by the Transfer Secretaries by no later than 1600 hours on Wednesday, 20 March 2024. Proxy Forms may, however, be accepted at the discretion of the Chairman up to 1 (one) hour before the commencement of the EGM. Shareholders may attend the meeting virtually, notwithstanding the completion and return of a Proxy Form.

Date of issue of this document: Friday, 1 March 2024

1. OVERVIEW OF THE PROPOSED TRANSACTION

On Friday, the 2nd of February 2024, the Board of Directors of Edgars Stores Limited ("Edgars", "the Company" or "the Group") passed a resolution in support of the termination of Edgars' Zimbabwe Stock Exchange ("ZSE") Listing, with the intent to list the Company's shares on the Victoria Falls Stock Exchange ("VFEX") by way of Introduction ("the Proposed Transaction").

1.1. The Rationale for Edgars Stores Limited's Migration from the ZSE to the VFEX

• Enhanced accessibility to USD capital and expansion of investor base: Edgars will gain an enhanced capacity to raise capital in foreign currency, supporting the Company's foreign currency needs. The potential development of the VFEX into a regional exchange strengthens Edgars' position of attracting a more extensive investor base, aiding the Company in its endeavors for domestic and regional expansion. Additionally, the USD reporting mandate on VFEX will contribute to a reduced risk perception for Edgars. This, in turn, will afford the Company greater leverage to access alternative forms of financing on favourable terms.
• Reduced trading costs: The VFEX's reduced trading costs of 2.31%, in contrast to the 4.63% on the ZSE, allows Shareholders to preserve more value upon the disposal of shares.
• Greater liquidity of shares: Lower trading costs and reduced risk perception on the VFEX, attributed to USD pricing of Edgars' stock and the capability to provide foreign currency dividends, can stimulate liquidity for Edgars shares.
• Less restrictions on the repatriation of dividends for foreign shareholders: The VFEX provides foreign shareholders with the freedom to repatriate dividends and proceeds from share disposals without hindrance, compared to the ZSE which faces exchange control challenges due to its trading in local currency and the widespread shortage of foreign currency nationwide.
• Additional tax incentives: The VFEX provides tax incentives for Shareholders, encompassing a 5% withholding tax on dividends for foreign investors and exemption from capital gains tax on share disposal. This results in improved earnings for Shareholders compared to the ZSE.
• Mitigated valuation volatility and improved performance benchmark: The VFEX's de facto third-partyUSD valuation of the Company facilitates Edgars' current Shareholders in realising the actual value of their investment and establishes a more precise benchmark for the stock's performance. Additionally, the USD valuation safeguards the Company's value, minimizing valuation volatility by acting as a hedge to the ZWL. This not only offers greater investor protection compared to the ZSE but also serves as a mechanism to preserve the Company's value.
• Efficient financial reporting: Companies listed on the VFEX are required to present their financial results in USD. This facilitates a more effective assessment of the Company's performance compared to the ZWL, which foreign investors may find challenging to fully comprehend due to its volatility. Additionally, VFEX-listed firms are obligated to adhere to specific governance and reporting standards, contributing to enhanced overall management and Company performance.

2. TIMETABLE FOR THE PROPOSED TRANSACTION

		ACTIVITY	ESTIMATED DATES
		Edgars EGM Notice and announcement published	Friday, 01 March 2024
		Voting Record Date, Edgars share register closed (at 1600hrs)	Tuesday, 19 March 2024
		Last day of trading Edgars Shares prior to the EGM	Tuesday, 19 March 2024
		Last day of lodging Proxy Forms (at 1600hrs)	Wednesday, 20 March 2024
		Edgars EGM (at 1000 hours)	Friday, 22 March 2024
		Publication of results of Edgars EGM	Monday, 25 March 2024
		Trading of Edgars shares resumes following the EGM	Monday, 25 March 2024
		Last day of trading Edgars Shares on the ZSE	Wednesday, 27 March 2024
		Transfer of Edgars share register from the ZSE to the VFEX	Thursday, 04 April 2024
		Estimated completion of Edgars VFEX Listing	Friday, 05 April 2024
		First day of trading of Edgars shares on the VFEX	Monday, 08 April 2024
3.	CONDITIONS PRECEDENT

A cautionary announcement has been issued to the Shareholders of Edgars, informing them of the Company's intention to delist from the ZSE. The ZSE has granted authority to delist Edgars' shares from the ZSE subject to the conditions listed below:

• Edgars Board approval of the listing of the Company's ordinary shares on the VFEX;
• The passing by Shareholders of Edgars of the resolutions, by the requisite majority, at an EGM to be held on Friday, 22 March 2024, in terms of the Notice of the EGM published in the national press dated Friday, 1 March 2024; and
• Obtaining all such necessary regulatory approvals as may be required, including the issue of a letter of good standing by the ZSE to Edgars.

4. OVERVIEW OF EDGARS STORES LIMITED

Edgars Stores Limited is a Zimbabwe-based retailer offering clothing and merchandise for the middle to upper income at competitive prices. It offers a range of casual wear clothing, footwear and accessories for children, ladies and gents in branded stores in Zimbabwe. Edgars manufactures clothing, as well as distributing and selling clothing, footwear, textiles and accessories through a network of stores in Zimbabwe. The Company is organized into four operating segments: Edgars Stores, which sells fashion apparel and accessories; Jet Stores, which sells clothing, footwear, cosmetics, household textiles and school uniforms; and Carousel that manufactures for the chains and exports to the region. Additionally, Edgars has a micro finance business unit, Club Plus and Financial Services, which provides a credit facility as an alternative to cash, to provide their customers with value for their spend.

The Company was founded by Sydney Press in 1946 and opened its first store in Bulawayo. The Company was then publicly listed in 1974. The clothing retail giant boasts of operations countrywide through its 58 stores. Spanning over (7) decades of existence, the Company's vision is to provide their customers an opportunity to experience and enjoy the complete Edgars lifestyle. The Company's core business includes the retailing of clothing, footwear, textiles and accessories.

4.2. Company Structure

The Edgars Stores Limited is organised into strategic business units: namely retailing, manufacturing and financial services.

1. Retailing
   Edgars Stores retails their products through the following established brands:
2. • Edgars: The brand provides quality fashion, and convenient shopping at competitive prices tailored for the middle to upper-income groups. It offers a range of fashion merchandise without compromising on quality, ensuring affordability for the entire family. Competitive credit options are extended to customers. The brand's pleasant and convenient stores are designed to provide customers with a superior shopping experience. The Edgars brand currently has 24 stores countrywide.
   • Jet: The brand seamlessly integrates clothing and various items from general dealers, including white goods, kitchenware, and hardware. It delivers good quality commercial fashion at competitive value, featuring attractive opening price points that cater to the lower to middle- income demographic. The stores create pleasant and economical shopping environments, designed for self-service, while also offering assisted service when needed. Jet currently has 36 branches across Zimbabwe with plans for expansion.
3. Manufacturing
   Carousel is the manufacturing division of Edgars Stores Limited that produces a wide range of denim, ladies, men's, kids, corporate and work wear. Carousel's merchandise is mostly manufactured for our in-house retail chains, independent retailers and corporates. Carousel also manufactures in-house brands which include:
4. • Quote urbanwear (ladies' and men's casual wear);
   • Poise (ladies' formal wear); and
   • Magnifique (mature ladies' occasion wear).
5. Club Plus and Financial Services
   Club Plus (Private) Limited is the Group's micro finance business unit. Club Plus offers micro finance loans to the lower to middle income customer group at competitive interest rates.
   The financial services arm manages the retail debtors' book and insurance products including the Hospital Cash Plan. The Edgars Club Zimbabwe is a loyalty program designed to benefit Edgars stores customers.

THIS ABRIDGED CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

(Edgars Stores Limited, Incorporated in Zimbabwe in 1948 under Company Registration Number 379/1948)

A B R I D G E D C I R C U L A R TO S H A R E H O L D E R S

5. CORPORATE GOVERNANCE

5.1.	Introduction
	The Board of Directors is responsible for leadership, strategy formulation and implementation,
	governance and performance of Edgars Stores Limited. The Board discharges this obligation directly
	in meetings and through delegation to its sub-committees and management.
	The Board's responsibilities are well defined and adhered to. These are based on a predetermined
	assessment of materiality and include amongst others:
	• Compliance with corporate governance principles (National Code of Governance in Zimbabwe);
	• Evaluating and reviewing the Company's strategic direction;

10 ABRIDGED EDGARS HISTORICAL FINANCIAL STATEMENTS

ABRIDGED GROUP STATEMENTS OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME

		INFLATION ADJUSTED
		Full Year to	Full Year to	Full Year to
	Six months to	08 January	09 January	10 January
For the period	09 July 2023	2023	2022	2021
Figures are in
Zimbabwe dollars (ZWL)	Reviewed	Audited	Audited	Restated

	• Reviewing the Company's risk universe and placing risk management responses;
	• Reviewing the performance of executive management against business plans, budgets and
	industry standards;
	• Ensuring that an effective and efficient internal control system through a comprehensive system
	of policies and procedures;
	• Setting the correct tone on ethical behaviour and ensuring compliance with relevant laws and
	regulations;
	• Evaluating on a regular basis material economic political, social and legal matters in the
	environment that impact the business and its various stakeholders, and directing appropriate
	responses;
	• Taking external expert advice in the discharge of its duties; and
	• Relevant and reliable financial reporting.
5.2.	Board of Directors
	The size and experience of the Board of Directors is dictated by the Articles of Association of the
	Company which permit a maximum of 12 directors. The Board currently has 8 members and is chaired
	by an Independent non-executive Chairman. Non-executive directors introduce an independent view
	to matters under consideration and add to the breadth and depth of experience of the Board. All
	the non-executive directors are independent in character and judgment. Adequate 'directors' and
	officers' insurance cover has been purchased by the Company to meet any material claims against
	directors. Board meetings are held at least quarterly and whenever else circumstances necessitate.
	Directors are invited to add items to the agendas for Board meetings.
	Additionally, the Board of Directors has two committees, namely the Audit and Risk Committee as
	well as the Remuneration and Nominations Committee.
5.3.	Directors Interests
	As at 9 July 2023, the interests, direct and indirect of the Directors in office in the shares of the
	Company, aggregated as to beneficial interest and non-beneficial interest are as follows:

	July 2023	July 2023	January 2023	January 2023
	Beneficial	Non-Beneficial	Beneficial	Non-Beneficial
C. F. Dube	-	100	-	100
T. N. Sibanda	-	100	-	100
Total	-	200	-	200

Revenue

Sale of merchandise

Cost of Sales

Gross profit

Revenue from micro-lending and debtors accounts

Other revenue Other income Other expenses Movement in credit losses

Selling expenses-store expenses Financial Services expenses

Trading profit / (loss)

Other operating gains/losses

Operating profit / (loss)

Finance income

Finance costs

Net monetary (loss) / gain

Profit / (loss) before taxation

Taxation

Profit/(loss) for the year

Other comprehensive income: Items that will not be reclassified to profit or loss:

Revaluation/(Impairment) of property, plant and equipment Deferred tax arising on (revaluation)/impairment

Total items that will not be reclassified to profit or loss Other comprehensive gain/(loss) for the year net of taxation Total comprehensive income/ (loss) for the year

50,679,043,338	35,924,064,749	23,675,762,649	3,771,794,989
39,108,103,150	26,163,668,276	19,121,594,110	3,266,907,014
(9,801,947,723)	(13,884,135,489)	(9,169,397,908)	(2,213,488,075)
29,306,155,427	12,279,532,787	9,952,196,202	1,053,418,939
11,400,740,070	9,660,985,212	4,502,787,462	497,209,664
170,200,118	99,411,261	51,381,077	7,678,311
225,466,265	77,191,217	96,854,620	-
(7,220,098,531)	(4,713,360,050)	(3,768,100,381)	(773,155,676)
(196,672,320)	(562,012,624)	(81,253,601)	(7,683,832)
(14,276,247,284)	(5,968,210,266)	(3,973,048,204)	(1,166,442,930)
(1,774,906,510)	(3,186,487,394)	(909,455,937)	(96,197,926)
17,634,637,235	7,687,050,143	5,871,361,238	(485,173,450)
3,556,062,593	231,201,197	(1,762,245,859)	89,552,784
21,190,699,828	7,918,251,340	4,109,115,379	(395,620,666)
-	-	67,356,352	228,485
(3,588,857,658)	(4,321,861,379)	(1,988,682,065)	(293,251,892)
(3,620,736,937)	(1,683,399,464)	(159,359,819)	398,186,728
13,981,105,233	1,912,990,497	2,028,429,847	(290,457,345)
(8,017,800,114)	(1,718,542,228)	(107,314,797)	(31,665,018)
5,963,305,119	194,448,269	1,921,115,050	(322,122,363)

-	-	(420,162,868)	44,676,506
-	103,864,262	-	(11,044,032)
-	(316,298,606)	-	33,632,474
-	(316,298,606)	-	33,632,474
5,963,305,119	194,448,269	160,481,644	(288,489,889)

No changes in Directors' shareholdings have occurred between the financial year end and the date of publishing of this Circular.

During the period, no Director of the Company had any material interest in any contract of significance with the Company or any of its subsidiaries which would have given rise to a related conflict of interest.

5.4. Directors Remuneration and Service Contracts

There are no material particulars of an abnormal nature in respect of Edgars Directors' service contracts which require specific disclosure, nor any Directors' service contracts entered into during the period of six (6) months prior to the publishing of this Circular.

1. MATERIAL CONTRACTS
   As of 9 July 2023, Edgars had not entered into any material contracts, other than in the ordinary course of business.
2. LITIGATION
   Other than those disclosed, the Company is not involved in any other material litigation or arbitration proceedings which may have, or which have had, during the twelve months preceding the date of this Circular, a significant effect on the financial position of Edgars nor is the Company aware that any such proceedings are pending or threatened.
3. DOCUMENTS AND CONSENTS AVAILABLE FOR INSPECTION
   The public may inspect this Circular and the documents available as listed below between 0800 hours and 1600 hours from Friday, 1 March 2024 to Thursday, 21 March 2024 at the Sponsoring Brokers registered address being Block 3, Tunsgate Business Park, 30 Tunsgate Road, Mount Pleasant, Harare, Zimbabwe or Edgars' registered office provided on the first page of this document.
4. • The substituted Memorandum and Articles of Association of the Company;
   • Edgars Board Approval of the Proposed Transaction;
   • Consent Letters from all Experts on the Proposed Transaction;
   • The Audited Financial Statements and including the Independent Reporting Accountant's Report on the historical information of Edgars for the three financial years ended 10 January 2021, 8 January 2022 and 9 January 2023, which is set out in the full Circular;
   • The Reviewed Half Year Financial Statements including the Independent Reporting Accountant's Report on the historical information of Edgars for the half year ended 9 July 2023 which is set out in the full Circular; and
   • The ZSE approval letter for the distribution of the Circular.
5. DIRECTORS' RESPONSIBILITY STATEMENT
   The Directors, whose names appear on the first page of this Circular, collectively and individually accept full responsibility for the accuracy of the information provided in this Circular and certify that to the best of their knowledge and belief, there are no other facts the omission of which would make any statement false or misleading. They have made all reasonable enquiries to ascertain such facts, and that this Circular contains all information required by law.
   The Directors confirm that this Circular includes all such information within their knowledge (or which it would be reasonable for them to obtain by making enquires) that investors and their professional advisors would reasonably expect to find for the purpose of making an informed assessment of the assets and liabilities, financial position, profits and losses and prospects of Edgars, and of the rights attaching to the securities to which the listing particulars relate.

Earnings per share (cents):
Basic	1040.23	33.92	335.13	-78.89
Diluted	1034.75	33.74	333.34	78.89

		HISTORICAL
		Full Year to	Full Year to	Full Year to
	Six months to	08 January	09 January	10 January
For the period	09 July 2023	2023	2022	2021
Figures are in
Zimbabwe dollars (ZWL)	Reviewed	Audited	Audited	Restated
Revenue	39,314,262,913	24,046,227,856	5,731,273,425	1,705,035,879
Sale of merchandise	32,091,866,676	17,739,993,527	4,647,929,630	1,503,110,782
Cost of Sales	(7,096,522,908)	(6,406,338,726)	(2,209,600,469)	(547,583,572)
Gross profit	24,995,343,768	11,333,654,801	2,438,329,161	955,527,210
Revenue from micro-lending and
debtors accounts	7,147,316,172	6,243,010,355	1,070,955,091	198,353,924
Other revenue	75,080,065	63,223,974	12,388,704	3,571,173
Other income	144,450,418	59,396,045	23,303,952	-
Other expenses	(22,516,927,683)	(468,805,094)	(925,408,814)	(289,835,068)
Movement in credit losses	(1,054,264,373)	(441,263,186)	(25,075,105)	(4,465,197)
Selling expenses-store expenses	(13,274,371,542)	(6,579,589,426)	(781,973,969)	(292,676,109)
Financial Services expenses	(3,651,694,650)	(2,150,358,402)	(217,021,621)	(45,798,229)
Trading profit / (loss)	(8,135,067,825)	8,059,269,067	1,595,497,399	524,677,704
Other operating gains/losses	15,349,764,537	(547,944,870)	(436,397,335)	51,206,829
Operating profit / (loss)	7,214,696,712	7,511,324,197	1,159,100,064	575,884,533
Finance income	-	-	5,119,103	83,547
Finance costs	(2,994,499,968)	(3,410,371,948)	(460,279,215)	(53,840,600)
Net monetary (loss) / gain	-	-	-	-
Profit / (loss) before taxation	4,220,196,744	4,100,952,249	703,939,952	522,127,480
Taxation	(5,757,700,529)	(759,575,046)	6,911,460	(132,516,410)
Profit/(loss) for the year	(1,537,503,785)	3,341,377,203	710,851,412	389,611,070
Other comprehensive income:
Items that will not be reclassified
to profit or loss:
Revaluation/(Impairment) of
property, plant and equipment	30,308,438,819	-	223,218,023	472,085,951
Deferred tax arising on
(revaluation)/impairment	(7,492,246,076)	-	(55,178,970)	(116,699,647)
Total items that will not be
reclassified to profit or loss	22,816,192,743	-	168,039,053	355,386,304
Other comprehensive gain/(loss)
for the year net of taxation	22,816,192,743	-	168,039,053	355,386,304
Total comprehensive income/
(loss) for the year	21,278,688,958	3,341,377,203	878,890,465	744,997,374
Earnings per share (cents):
Basic	268.2	-	-	-
Diluted	266.79	-	-	-

THIS ABRIDGED CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

(Edgars Stores Limited, Incorporated in Zimbabwe in 1948 under Company Registration Number 379/1948)

A B R I D G E D C I R C U L A R TO S H A R E H O L D E R S

ABRIDGED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

		INFLATION ADJUSTED
As at	9 July 2023	8 January 2023	9 January 2022	10 January 2021
Figures are in
Zimbabwe dollars (ZWL)	Audited	Audited	Audited	Restated

Non-Current Assets

ABRIDGED CONSOLIDATED STATEMENTS OF CASHFLOWS

		INFLATION ADJUSTED
		Full Year to	Full Year to	Full Year to
	Six months to	08 January	09 January	10 January
For the period	09 July 2023	2023	2022	2021
Figures are in
Zimbabwe dollars (ZWL)	Reviewed	Audited	Audited	Restated

Property, plant and equipment Right-of-use assets Intangible assets

Deferred tax

Total non-current assets

Current Assets

Inventories

Loans and advances to customers Trade and other receivables Current tax receivable

Bank and cash Balances

Total current assets

Total Assets

Equity and Liabilities

Equity

Share Capital

Reserves

Retained Income

Total equity

Liabilities

Non-Current Liabilities

Borrowings

Lease liabilities

7,575,260,540	2,425,054,880	2,558,110,412	955,169,198
7,637,785,859	2,445,071,001	1,603,069,165	487,456,641
733,014,483	234,658,642	247,382,774	85,004,537
162,954,749	52,166,418	-	-
16,109,015,631	5,156,950,941	4,408,562,351	1,527,630,376
12,681,064,070	4,059,566,816	6,280,107,048	883,554,240
2,180,307,035	697,977,870	521,076,657	48,815,968
27,200,535,681	8,707,659,816	6,560,513,362	726,054,161
-	-	17,901,997	-
7,160,432,664	2,292,256,766	1,542,929,004	451,173,727
49,222,339,470	15,757,461,268	14,922,528,068	2,109,598,096
65,331,355,101	20,914,412,209	19,331,090,419	3,637,228,472
2,847,009,569	911,408,184	911,408,184	265,129,308
2,896,388,449	927,215,758	927,215,758	362,307,519
21,064,965,712	6,743,490,553	6,549,042,287	1,345,699,142
26,808,363,730	8,582,114,495	8,387,666,229	1,973,135,969
214,135,720	68,550,893	-	144,499,585
2,570,088,172	-	604,692,795	242,580,440

Cash flows from operating
activities
Profit/(loss) before taxation	13,981,105,233	1,912,990,499	2,028,429,847	(290,457,345)
Adjustments for:
Finance income	(11,400,740,070)	(9,660,985,212)	(4,570,143,814)	(448,494,527)
Finance costs	3,588,857,658	4,321,861,379	1,988,682,065	293,251,892
Non-cash items	4,766,726,470	(1,985,743,176)	764,484,288	162,911,563
Changes in working capital:
(Increase)/decrease in inventories	(10,459,554,042)	2,220,540,232	(3,363,097,976)	733,891,337
(Increase)/decrease in trade and
other receivables	(2,916,422,993)	(2,147,146,454)	(4,187,358,009)	128,391,140
Decrease/(increase) in loans and
advances to customers	373,922,600	(176,901,213)	(368,803,166)	(2,269,697)
Increase in trade and other
payables	2,546,077,022	62,026,921	1,814,965,947	(652,181,358)
Increases/(decrease) in contract
liabilities	668,905,190	38,302,843	119,291,738	3,716,934
Cash generated from/(utilised in)
operations	1,148,877,068	(5,415,054,181)	(5,773,549,080)	(71,240,061)
Tax paid	(1,331,093,124)	(987,219,709)	(556,358,861)	(140,516,884)
Finance income received	892,327,418	9,067,260,649	3,926,628,620	421,288,287
Finance costs paid	(2,885,090,799)	(3,663,151,604)	(1,102,013,833)	(177,052,702)
Lease interest paid	(285,466,687)	(701,500,610)	(473,967,858)	(116,199,190)
Net cash utilised in operating
activities	(2,460,446,124)	(1,699,665,455)	(3,979,261,012)	(83,720,550)
Cash flows from investing
activities
Purchase of property, plant and
equipment	(1,114,200,284)	(811,549,565)	(414,518,637)	(64,767,325)
Proceeds from disposal of
property, plant and equipment	-	5,533,080	-	539,351
Net cash utilised in investing
activities	(1,114,200,284)	(811,549,565)	(408,985,557)	(64,227,974)

Cash flows from financing activities

Deferred tax

Total non-current liabilities Current Liabilities

Trade and other payables Borrowings

Lease Liabilities Current tax payable Dividend payable Contract Liabilities Bank overdrafts

Total current liabilities Total Liabilities

-	822,757,822	934,885,409	389,081,398
2,784,223,892	891,308,715	1,539,578,204	776,161,423
11,029,834,125	3,530,961,468	3,468,934,547	481,140,677
12,441,023,454	4,853,258,253	5,199,721,235	248,690,519
7,913,571,364	2,533,357,732	585,252,772	92,059,691
1,046,990,615	335,171,271	-	57,125,338
6,387,313	2,044,759	2,044,759	594,822
581,627,885	186,195,516	147,892,673	8,320,033
2,719,332,723	-	-	-
35,738,767,479	11,440,988,999	9,403,845,986	887,931,080
38,522,991,371	12,332,297,714	10,943,424,190	1,664,092,503

Proceeds from rights issue Proceeds from exercise of share options

Proceeds from borrowings Repayment of borrowings Payment on lease liabilities

Net cash generated from financing activities

Net (decrease)/increase in cash and cash equivalents

Cash and cash equivalents at the beginning of the year

Effect of exchange rate fluctuations on cash held

Cash and cash equivalents at the end of the period

-	-	-	131,053,771
-	-	-	732,754
12,409,523,933	19,205,171,306	11,986,407,386	1,309,866,167
(10,877,017,636)	(14,178,106,466)	(7,575,241,660)	(863,035,707)
(229,764,123)	(780,862,161)	(326,071,053)	(84,136,999)
1,302,742,174	4,246,202,679	4,085,094,673	494,479,986
(2,271,904,234)	1,734,987,659	(303,151,896)	346,531,462
4,819,721,522	754,373,495	1,118,964,131	(21,023,978)
(438,315,992)	(1,067,639,607)	(61,438,740)	-
2,109,501,296	1,421,721,547	754,373,495	325,507,484

Equity and Liabilities	65,331,355,101	20,914,412,209	19,331,090,419	3,637,228,472
			HISTORICAL
As at		9 July 2023	8 January 2023	9 January 2022	10 January 2021
Figures are in
Zimbabwe dollars (ZWL)		Audited	Audited	Audited	Restated
Non-Current Assets
Property, plant and equipment	34,297,818,106	1,049,886,231	739,661,982	531,433,029
Right-of-use assets	7,360,949,988	884,926,748	259,406,142	190,301,662
Intangible assets	733,014,483	1,731,080	1,732,648	1,936,727
Deferred tax		-	276,935,761	-	-
Total non-current assets	42,391,782,577	2,213,479,820	1,000,800,772	723,671,418

		HISTORICAL
		Full Year to	Full Year to	Full Year to
	Six months to	08 January	09 January	10 January
For the period	09 July 2023	2023	2022	2021
Figures are in
Zimbabwe dollars (ZWL)	Reviewed	Audited	Audited	Restated
Cash flows from operating
activities
Profit/(loss) before taxation	4,220,196,744	4,100,952,249	703,939,952	522,127,480
Adjustments for:
Finance income	(7,147,316,172)	(6,243,010,355)	(1,076,074,194)	(177,978,986)
Finance costs	2,994,499,968	3,410,371,948	460,279,215	53,840,600
Non-cash items	23,525,816,275	5,107,006,932	12,336,621	159,552,941
Changes in working capital:

Current Assets
Inventories	11,510,054,518	2,555,239,917	1,271,883,112	386,034,460
Loans and advances to customers	3,140,856,954	697,977,870	151,581,581	30,370,053
Trade and other receivables	50,455,255,439	8,707,659,817	1,908,140,441	451,702,682
Current tax receivable	7,878,887,234	-	5,207,682	-
Bank and cash Balances	12,198,154,554	2,292,256,766	448,839,177	280,690,330
Total current assets	85,183,208,699	14,253,134,370	3,785,651,993	1,148,797,525
Total Assets	127,574,991,276	16,466,614,190	4,786,452,765	1,872,468,943
Equity and Liabilities
Equity
Share Capital	2,847,009,569	73,411,672	73,411,672	73,411,672
Reserves	25,712,581,192	551,200,508	551,200,508	371,141,103
Retained Income	19,527,461,927	4,512,797,247	1,171,420,044	473,570,611
Total equity	48,087,052,688	5,137,409,427	1,796,032,224	918,123,386
Liabilities
Non-Current Liabilities
Borrowings	437,037,182	68,550,893	-	89,898,046
Lease liabilities	-	-	90,685,040	150,917,440
Deferred tax	19,685,208,211	-	175,905,576	163,647,548
Total non-current liabilities	20,122,245,393	68,550,893	266,590,616	404,463,034
Current Liabilities
Trade and other payables	22,104,505,913	3,530,961,468	1,009,115,600	299,333,777
Borrowings	27,262,125,578	4,853,258,253	1,512,602,715	154,718,725
Lease Liabilities	7,349,623,381	2,533,357,732	170,250,461	57,273,426
Current tax payable	287,039,933	335,171,271	-	35,539,592
Dividend payable	6,387,313	370,059	370,059	370,059
Contract Liabilities	231,690,599	7,535,087	31,491,090	2,646,944
Bank overdrafts	2,124,320,478	-	-	-
Total current liabilities	59,365,693,195	11,260,653,870	2,723,829,925	549,882,523
Total Liabilities	79,487,938,588	11,329,204,763	2,990,420,541	954,345,557
Equity and Liabilities	127,574,991,276	16,466,614,190	4,786,452,765	1,872,468,943

(Increase)/decrease in inventories (Increase)/decrease in trade and other receivables Decrease/(increase) in loans and advances to customers Increase in trade and other payables Increases/(decrease) in contract liabilities

Cash generated from/(utilised in) operations

Tax paid

Finance income received

Finance costs paid

Lease interest paid

Net cash generated from/(utilised in) operating activities

Cash flows from investing activities

Purchase of property, plant and equipment

Proceeds from disposal of property, plant and equipment

Net cash utilised in investing activities

Cash flows from financing activities

Proceeds from rights issue Proceeds from exercise of share options

Proceeds from borrowings Repayment of borrowings

Payment on lease liabilities

Net cash generated from financing activities

Net increase in cash and cash equivalents

Cash and cash equivalents at the beginning of the year

Effect of exchange rate fluctuations on cash held

Cash and cash equivalents at the end of the period

1,171,009,551	(1,283,356,805)	(885,848,652)	(246,900,121)
(23,254,719,754)	(6,799,519,375)	(1,456,437,759)	(315,851,554)
(960,549,918)	(546,396,289)	(121,211,528)	(24,110,247)
11,074,671,783	2,521,845,868	709,781,823	118,787,264
(349,937,286)	(23,956,003)	28,844,146	2,008,545
11,273,671,191	243,938,170	(1,624,390,376)	91,475,922
(1,542,982,082)	(873,839,843)	(161,846,022)	(63,266,360)
8,412,538,235	5,357,134,251	1,263,273,235	140,320,709
(3,024,834,388)	(3,333,312,091)	(228,949,604)	(55,315,371)
(255,078,921)	(596,051,381)	(111,274,770)	(34,844,152)
14,863,314,035	797,869,106	(863,187,537)	78,370,748
(94,492,892)	(598,012,718)	(106,523,428)	(36,190,005)
-	-	1,606,900	335,548
(94,492,892)	(598,012,718)	(104,916,528)	(35,854,457)
-	-	-	69,888,507
-	-	-	240,522
11,768,305,908	10,574,981,198	3,486,854,686	401,695,886
(8,009,019,447)	(7,806,918,611)	(2,370,015,595)	(283,316,865)
(308,869,062)	(698,005,626)	(70,357,623)	(25,599,407)
3,450,417,399	2,070,056,961	1,046,481,468	162,908,643
18,219,238,542	2,269,913,349	78,377,403	205,424,934
1,421,721,547	219,447,802	202,509,139	(2,915,795)
(9,567,126,013)	-	-
10,073,834,076	1,421,721,546	219,447,802	202,509,139

THIS ABRIDGED CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

(Edgars Stores Limited, Incorporated in Zimbabwe in 1948 under Company Registration Number 379/1948)

A B R I D G E D C I R C U L A R TO S H A R E H O L D E R S

(Edgars Stores Limited, Incorporated in Zimbabwe in 1948 under Company Registration Number 379/1948)

NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting of the Shareholders of Edgars Stores Limited ("the Company") is to be held on Friday, 22 March 2024 at 1000 hours virtually by electronic means on https://escrowagm.com/eagmZim/Login.aspx, for the purpose of transacting the following business:

TO CONSIDER and, if deemed fit, to pass, with or without modification, the following Resolutions:

SPECIAL RESOLUTION 1 - DELISTING OF EDGARS STORES LIMITED FROM THE ZIMBABWE STOCK EXCHANGE

THAT the Company's shares be removed from the Main Board of the Zimbabwe Stock Exchange ("ZSE") through a voluntary termination of the listing on the ZSE in terms of section 11 of the ZSE Listing Requirements.

SPECIAL RESOLUTION 2- LISTING OF EDGARS STORES LIMITED ON THE VICTORIA FALLS STOCK EXCHANGE

THAT the Company's ordinary shares be listed on the Victoria Falls Stock Exchange ("VFEX') in accordance with the VFEX Listing Requirements.

ORDINARY RESOLUTION 1 - DIRECTORS AUTHORISED TO GIVE EFFECT TO RESOLUTIONS

THAT the Directors be and are hereby authorised to do any and all such things as may be necessary to give effect to the above resolutions and that any and all such actions already taken by the Directors in connection therewith be and are hereby ratified.

NOTES:

1. Members are hereby advised to contact our Transfer Secretaries, Corpserve on [phone] or [phone] or e-mail at [e-mail] for any assistance with any matter relating to the online EGM process.
2. Audited financial statements and Annual Report:
   Electronic Copies of the Company's 2023 Annual Report, the financial statements and the Directors' and Independent Auditors' Reports for the year ended 8 January 2023, 2022, 2021 and half year ended 9 July 2023 are available on the Company's website www.edgars.co.zw.
3. Special and Ordinary Resolutions
   A detailed Circular incorporating the transaction to be considered was published on Friday, 1 March 2024 is available on the Company's website: www.edgars.co.zw

BY ORDER OF THE BOARD

(Edgars Stores Limited, Incorporated in Zimbabwe in 1948 under Company Registration Number 379/1948)

FO R M O F P R OX Y

I / We ………………………………………………………….……………………………………………………………………………………………………………………………………..…….

Of……………………………………………………………….………………………………………………………………………………………………………………..…………………………….

Being member/members of Edgars Stores Limited hereby appoint:

Mr. / Mrs. / Ms. / Dr ……….………………………………….…………………………………………………………………………………………………………………………………

Or failing him or her/ Mr./Mrs./Ms./Dr…………….………………………………………………………………………………………………………………………...….

Of…………………………….…………………………………………………………………………………………………………………………………………………………………………………

As my/our proxy to vote for me/us on my/our behalf at the EGM of Edgars Stores Limited ("the Company") to be held on Friday, 22 March 2024, at 1000 hours and at any adjournment thereof, for the purpose of considering and, if deemed fit passing, with or without modification, the resolutions to be proposed thereat in accordance with the following instructions:

Resolutions

For

Against

Abstain

SPECIAL RESOLUTION 1 - DELISTING OF EDGARS STORES LIMITED

FROM THE ZIMBABWE STOCK EXCHANGE ("ZSE")

THAT the Company's shares be removed from the Main Board of the Zimbabwe Stock Exchange through voluntary termination of the listing on the Zimbabwe Stock Exchange in terms of section 11 of the ZSE Listing Requirements.

SPECIAL RESOLUTION 2- LISTING OF EDGARS STORES LIMITED ON

THE VICTORIA FALLS STOCK EXCHANGE ("VFEX")

THAT the Company's ordinary shares be listed on the Victoria Falls

Stock Exchange in accordance with the VFEX Listing Requirements.

ORDINARY RESOLUTION 1 - DIRECTORS AUTHORISED TO GIVE

EFFECT TO RESOLUTIONS

THAT the directors be and are hereby authorised to do any and all such things as may be necessary to give effect to the above resolutions.

FO R M O F P R OX Y (CO NTI N U E D)

NOTE

1. In terms of Section 171 of the Companies and Other Business Entities Act (Chapter 24:31), members are entitled to appoint one or more proxies to act in the alternative and to attend and vote and speak in their place. A proxy need not also be a member of the Company. A Director or Officer of the Company shall not be appointed as a proxy for a Shareholder.
2. Regulation 80 of the Company's Articles of Association provides that the instrument appointing a proxy shall be deposited at the office of the Company not less than 48 hours before the time appointed for holding the meeting.
3. Shareholders in the form of a corporate body must provide documentary evidence establishing the authority of a person signing the Form of Proxy in a representative capacity; this authority must take the form of a resolution of the corporate body.
4. According to the approval granted by the ZSE, Special Resolutions 1 and 2 may be passed by a threshold of 75 (seventy-five) per centum of the votes of all Shareholders present or represented by proxy at the EGM excluding the controlling shareholders, Annunaki Investments (Private) Limited, Bellfield Limited and their associates. Ordinary Resolution 1 may be passed by a threshold of 50 (fifty) per centum plus one ordinary share of the votes of all Shareholders present or represented by proxy at the EGM excluding the controlling shareholders, Annunaki Investments (Private) Limited, Bellfield Limited and their associates.

FOR OFFICIAL USE

NUMBER OF SHARES HELD

INSTRUCTIONS FOR SIGNING AND LODGING THIS FORM OF PROXY

1. A Shareholder may insert the name of a proxy or the names of two alternative proxies of the Shareholder's choice in the space provided. The person whose name appears first on the form of proxy will, unless his/her name has been deleted, be entitled to act as a proxy to the exclusion of those whose names follow. No Director of the Company, nor any officer of the Company, may be appointed as a proxy.
2. A Shareholder's instruction to the proxy must be indicated by means of a cross/tick whether the Shareholder wishes to vote, for, against or abstain from the resolutions. Failure to comply with the above will be deemed to authorize the proxy to vote or abstain from voting at the EGM as he/she deems fit in respect of all the Shareholder's votes exercisable thereat. A Shareholder or his/her proxy is not obliged to use all the votes exercisable by the Shareholder or by his/her proxy or cast them in the same way.
3. Deletion of any printed matter and the completion of any blank spaces need not be signed or initialled. Any alteration or correction must be initialled by the signatory or signatories.
4. The Chairman shall be entitled to decline to accept the authority of a person signing the proxy form:
5. 1. under a power of attorney
   2. on behalf of a company

unless that person's power of attorney or authority is deposited at the offices of the Company's transfer secretaries, or the registered office of the Company, not less than 48 hours before the meeting.

1. If two or more proxies attend the meeting, then that person attending the meeting whose name appears first on the proxy form and whose name is not deleted shall be regarded as the validly appointed proxy.
2. When there are joint holders of shares, any one holder may sign the form of proxy. In the case of joint holders, the senior who tenders a vote will be accepted to the exclusion of other joint holders. Seniority will be determined by the order in which names stand in the register of members.
3. The completion and lodging of this form of proxy will not preclude the member who grants this proxy form from attending the EGM and speaking and voting in person thereat to the exclusion of any proxy appointed in terms hereof should such member wish to do so.
4. In order to be effective, completed proxy forms must reach the Company's Transfer Secretaries or the registered office of the Company not less than 48 hours before the time appointed for the holding of the EGM.
5. Please ensure that name(s) of the member(s) on the form of proxy and the voting form are the same as those on the share register.

Signed this

day of

2024

Signature(s) of member..................................................................................................................................................................

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

(Edgars Stores Limited, Incorporated in Zimbabwe in 1948 under Company Registration Number 379/1948)

Directors:

T.N. Sibanda (Chairman), C.F. Dube, S. Mushosho* (CEO), C. Mutevhe* (CFO), P. Mnyama*, M. Hosack, C. Claassen, M. Robb.

*EXECUTIVE

Registered address:

15th Floor, ZB Life Towers, Corner Sam Nujoma Street & Jason Moyo, Harare, Zimbabwe.

CIRCULAR TO SHAREHOLDERS

Relating to and seeking approvals for:

The Termination of the Listing of Edgars Stores Limited on the Zimbabwe Stock Exchange and the simultaneous Listing by Introduction of Edgars Stores Limited on the Victoria Falls Stock Exchange and Incorporating a

NOTICE OF AN EXTRAORDINARY GENERAL MEETING

Notice of an Extraordinary General Meeting of the members of Edgars Stores Limited, to be held virtually by electronic means, at 1000 hours on Friday, 22 March 2024. The notice was published on Friday, 1 March 2024 in accordance with the Listings Requirements of the Zimbabwe Stock Exchange ("ZSE") and the Companies and Other Business Entities Act (Chapter 24:31) of Zimbabwe, as set out at the end of this Document. Shareholders are asked to complete and return the attached form of proxy in accordance with the instructions printed thereon as soon as possible, but not later than 1000 hours, on Wednesday, 20 March 2024.

Financial Advisors

Sponsoring Brokers

Legal Advisors

Transfer Secretaries

This Circular is neither a prospectus nor an invitation to the public to subscribe for shares in the Company but is issued in compliance with the Listings Requirements of the ZSE, for the purpose of giving information to the public with regard to the Proposed Transaction as more fully set out in this Circular. The Circular is only available in English. Additional copies of this Circular may be obtained from the Company Secretary at the Registered Office of Edgars Stores Limited or from IH Advisory (Private) Limited in the addresses set out in the "Corporate Information" Section of this Document.

If you are in any doubt as to the action you should take, you should immediately seek advice from your stockbroker, bank manager, legal practitioner, accountant, or other professional advisors. If you no longer hold any shares in Edgars Stores Limited, you should send this Circular, as soon as possible, to the stockbroker, bank or other agents through whom the sale of your shareholding in Edgars Stores Limited was executed, for onward delivery to the purchaser or transferee of your shares.

All the Directors of Edgars Stores Limited, collectively and individually, accept full responsibility for the accuracy of the information given and certify that, to the best of their knowledge and belief, there are no other material facts, or the omission of information which would make any statement in the Circular false or misleading, and that they have made all reasonable enquiries to ascertain such material facts and that this Circular contains all information required by law and the ZSE Listing Requirements.

The Directors confirm that the Circular particulars include all such information within their knowledge (or which it would be reasonable for them to obtain by making enquiries) that investors and their professional advisors would reasonably require and reasonably expect to find for the purpose of making an informed assessment of the assets and liabilities, financial position, profits and losses and prospects of Edgars and of the rights attaching to the securities to which the Listing particulars relate. The Company's lead financial advisors, sponsoring broker, legal advisors, and transfer secretaries have consented in writing to act in the capacity stated and to their names being stated in the Circular and have not withdrawn their consents prior to the publication of this Circular.

Date of issue of this document: Friday, 1 March 2024

CIRCULAR TO EDGARS STORES LIMITED SHAREHOLDERS
TABLE OF CONTENTS	CORPORATE INFORMATION AND ADVISORS

CORPORATE INFORMATION	1
FORWARD LOOKING STATEMENTS	2
INTERPRETATION AND DEFINITIONS	3
SALIENT FEATURES OF THE PROPOSED TRANSACTION	5
CHAIRMAN'S STATEMENT	7
DETAILS OF THE PROPOSED TRANSACTION	8
1.	OVERVIEW OF THE PROPOSED TRANSACTION	8
2.	OVERVIEW OF EDGARS STORES LIMITED	9
3.	ORDINARY SHARE CAPITAL	10
4.	CORPORATE GOVERNANCE	12
5	CAPITAL COMMITMENTS AND CONTINGENT LIABILITIES	15
6	CAPITAL ADEQUACY, WORKING CAPITAL AND CASHFLOW	16
7	MATERIAL CONTRACTS	16
8	LITIGATION	16
9	SHARE INFORMATION	17
10	EXPERTS' CONSENTS	19
11	REGULATORY ISSUES	19
12	DOCUMENTS AND CONSENTS AVAILABLE FOR INSPECTION	19
13	DIRECTORS' RESPONSIBILITY STATEMENT	19
APPENDIX I: EDGARS HISTORICAL FINANCIAL INFORMATION	20
APPENDIX II: INDEPENDENT ACCOUNTANTS REPORT ON THE HISTORICAL FINANCIAL INFORMATION OF
EDGARS STORES LIMITED FOR THE HALF YEAR ENDED 9 JULY 2023	28
APPENDIX III: INDEPENDENT ACCOUNTANTS REPORT ON THE HISTORICAL FINANCIAL INFORMATION OF
EDGARS STORES LIMITED FOR THE YEAR ENDED 8 JANUARY 2023	30
APPENDIX IV: INDEPENDENT ACCOUNTANTS REPORT ON THE HISTORICAL FINANCIAL INFORMATION OF
EDGARS STORES LIMITED FOR THE YEAR ENDED 9 JANUARY 2022	36
APPENDIX V: INDEPENDENT ACCOUNTANTS REPORT ON THE HISTORICAL FINANCIAL INFORMATION OF
EDGARS STORES LIMITED FOR THE YEAR ENDED 10 JANUARY 2021	40
APPENDIX VI: NOTICE OF EXTRAORDINARY GENERAL MEETING	46
APPENDIX VII: FORM OF PROXY	47

The information below is given in compliance with the requirements of the Zimbabwe Stock Exchange.

Edgars Stores Limited Directors	Sevious Mushosho (Chief Executive Officer)
	Chesternoel Mutevhe (Chief Finance Officer)
	Peter Mnyama (Executive Director: Retail Chains and Manufacturing)
	Thembinkosi Nkosana Sibanda (Independent Non-Executive Chairman)
	Canaan F. Dube (Independent Non-Executive)
	Matthew Hosack (Independent Non-Executive)
	Christo Claassen (Independent Non-Executive)
	Mark Robb (Non-IndependentNon-Executive)
Registered Office	Edgars Stores Limited
	15th Floor, ZB Life Towers, 77 Jason Moyo Avenue
	Cnr Sam Nujoma Street /Jason Moyo Avenue
	Harare, Zimbabwe
Company Secretary	Chipo M. Mafunga
	9th Floor, ZB Life Towers, 77 Jason Moyo Avenue
	Cnr Sam Nujoma St /Jason Moyo Avenue
	Harare, Zimbabwe

Edgars derives professional services from the following:

Financial Advisors	Inter-Horizon Advisory (Private) Limited
	Block 3, Tunsgate Business Park
	30 Tunsgate Road, Mount Pleasant
	Harare, Zimbabwe
Sponsoring Broker	Inter-Horizon Securities (Private) Limited
	Block 3, Tunsgate Business Park
	30 Tunsgate Road, Mount Pleasant
	Harare, Zimbabwe
Legal Advisors	Gill, Godlonton & Gerrans Legal Practitioners
	42 Sandringham Drive, Alexandra Park
	Harare, Zimbabwe
Independent Auditors &	Deloitte & Touche (Zimbabwe) Chartered Accountants
Reporting Accountants	West Block, Borrowdale Office Park
	Liberation Legacy Way, Borrowdale
	Harare, Zimbabwe
Transfer Secretaries	Corpserve Registrars (Private) Limited
	2nd Floor ZB Centre, Corner 1st & Kwame Nkrumah Avenue
	Harare, Zimbabwe
Principal Bankers	First Capital Bank Zimbabwe Limited
	Corner First Street and Jason Moyo Avenue
	Harare, Zimbabwe

i

1

CIRCULAR TO EDGARS STORES LIMITED SHAREHOLDERS

FORWARD LOOKING STATEMENTS	INTERPRETATION AND DEFINITIONS

This Circular includes forward-looking statements regarding Edgars Stores Limited. Forward-looking statements are those other than statements of historical facts, included in this Circular, and include without limitation, those regarding the Entity's financial position, business strategy, plans and objectives of management for future operations (including development plans and objectives relating to the Entity's products and services). Any statements preceded by, followed by, or including the words "believes", "expects", "aims", "estimates", "anticipates", "may", "will", "should", "could", "intends", "plans", "seeks", or similar expressions, are forward looking statements. Such forward looking statements involve known and unknown risks, uncertainties and other important factors that could cause the Entity's actual results, performance, or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward looking statements. Such forward- looking statements are inherently based on numerous estimates and assumptions regarding the Entity's present and future business strategies and the environment in which the Entity's will operate in the future. Such estimates and assumptions may not eventuate. These forward-looking statements speak only as at the date of this Circular. The Directors of Edgars Stores Limited expressly disclaim any obligation or undertaking to disseminate, after the distribution of this Document, any updates or revisions to any forward-looking statements contained herein to reflect any change in their expectations with regard thereto or any change in events, conditions, or circumstances on which any such forward looking statement is based, unless legally required to do so.

In this document, unless otherwise stated or the context otherwise requires, the words in the first column have the meanings stated opposite them in the second column, words in the singular shall include the plural and vice versa and words importing natural persons shall include juristic persons, whether corporate or incorporate and vice versa.

"Articles"	The Articles of Association of the Company;
"Board" or "the Directors"	The Board of Directors of Edgars Stores Limited, whose names appears in paragraph
	13 and under the "Corporate Information" Section of this Circular;
"Broker"	Any person or company registered as a member with the ZSE and duly licensed to
	buy and sell shares and other securities on behalf of customers;
"CEO"	Chief Executive Officer;
"CFO"	Chief Finance Officer;
"Chairman's Statement"	The Chairman's Letter to the Edgars Stores Limited Shareholders;
"Circular" or "the	This Document dated Friday, 1 March 2024 including the appendices hereto,
Document"	addressed to Edgars Stores Limited Shareholders, which sets out the terms and
	conditions of the Proposed Transaction;
"Companies Act" or	The Companies and Other Business Entities Act [Chapter 24:31];
"COBE Act"
"Conditions Precedent"	The Conditions Precedent to which the Proposed Transaction is subject as set out
or "Delisting Conditions	on page 6 of the Circular;
Precedent"
"Corpserve" or "Transfer	Corpserve Transfer Secretaries (Private) Limited who provide share transfer
Secretaries"	secretarial services to Edgars Stores Limited;
"CSD"	Central Securities Depository;
"Edgars" or "the	Edgars Stores Limited, a public company incorporated in Zimbabwe under company
Company"	registration number 379/1948 and listed on the ZSE;
"EGM"	The Extraordinary General Meeting of the Company's Shareholders convened in
	terms of the Companies Act, to be held at 1000 hours on Friday, 22 March 2024
	virtually by electronic means, at which Edgars Stores Limited Shareholders will vote
	on the Proposed Transaction;
"Exchange Control	The Exchange Control Regulations promulgated under the Exchange Control Act
Regulations"	[Chapter 22:05] including and without limitation, the Exchange Control Regulations,
	Statutory Instrument 109 of 1996, as amended;
"Experts"	Refers to Financial Advisors, Legal Advisors, Transfer Secretaries and Sponsoring
	Brokers on the Proposed Transaction;
"Form of Proxy"	The Form of Proxy accompanying this Circular;
"IAS"	International Accounting Standards;
"IFRS"	International Financial Reporting Standards;
"IH Advisory" or "Lead	IH Advisory (Private) Limited, a licenced securities investment advisor with the
Financial Advisors"	Securities and Exchange Commission of Zimbabwe, and the lead financial advisors
	to the Proposed Transaction;
"IH Securities" or	Inter-Horizon Securities (Private) Limited, the sponsoring broker to the Proposed
"Sponsoring Broker"	Transaction and a member of the Zimbabwe Stock Exchange;
"Legal Advisors" or "GGG"	Gill, Godlontons & Gerrans, the legal advisors to the Proposed Transaction;
"Listing by Introduction"	Listing by introduction is a way of listing shares already in issue on another
	exchange. No marketing arrangement is required as the shares for which listing is
	sought are already widely held;

2

3

CIRCULAR TO EDGARS STORES LIMITED SHAREHOLDERS

"Independent Auditors"	Refers to Deloitte & Touche Registered Auditors who are the independent auditors
	to the Company;
"Memorandum of	The Memorandum of Association of the Company;
Association"
"MBA"	Master of Business Administration degree;
"Non-Resident	A holder(s) of shares in the Company who are/is designated as "non-resident" in
Shareholder(s)"	terms of the Exchange Control Regulations;
"Notice"	The notice of the Extraordinary General Meeting which was published in terms of
	the Companies Act on Friday, 1 March 2024, advising the Company's Shareholders
	of the Proposed Transaction and which forms part of this Circular;
"Proposed Transaction"	The delisting of the Company's Shares from the Zimbabwe Stock Exchange and the
	simultaneous admission (Listing by Introduction) of the Company on the Victoria
	Falls Stock Exchange;
"RBZ"	Reserve Bank of Zimbabwe;
"Record Date"	The date for the Shareholders of the Company to be recorded in the Register as
	eligible to vote at the EGM, scheduled at 1000 hrs on Friday, 22 March 2024;
"Register"	The register of Shareholders of the Company maintained by the Transfer Secretaries,
	and the sub-register of nominee Shareholders maintained by each Broker;
"Registrar"	The Registrar of Companies and Other Business Entities appointed in terms of the
	Companies Act;
"Resolutions"	Proposal(s) for decisions to be made or actions to be taken submitted to
	Shareholders for a vote at the Company's annual meeting or extra-ordinary general
	meeting of members;
"Shareholder(s)"	The holder(s) of ordinary shares of Edgars Stores Limited;
"Shares" or "Security"	The issued and/or authorized share capital of Edgars Stores Limited;
"Share Register"	The Register of Shareholders of the Company maintained by the Transfer Secretaries
	and the sub-register of nominee Shareholders maintained by each Broker;
"SI"	Statutory Instrument;
"USD" or "US$"	United States of America Dollar, the legal tender of the United States of America in
	which certain monetary amounts in this Circular are expressed;
"VFEX"	Victoria Falls Stock Exchange, a stock exchange that is established in terms of
	the Securities and Exchange Act [Chapter 24:25], which regulates the conduct of
	companies whose shares are listed on the Official List and traded on the Victoria
	Falls Stock Exchange;
"VFEX Listing	The listing requirements of the VFEX;
Requirements"
"Zimbabwe"	The Republic of Zimbabwe;
"ZSE"	The Zimbabwe Stock Exchange, a stock exchange that is established in terms of
	the Securities and Exchange Act [Chapter 24:25], which regulates the conduct of
	companies whose shares are listed on the Official List and traded on the Zimbabwe
	Stock Exchange;
"ZSE Listing	The Listings Requirements of the ZSE set out in SI 134 of 2019;
Requirements"
"ZWL"	The Zimbabwean Dollar, the legal tender in Zimbabwe.

SALIENT FEATURES OF THE PROPOSED TRANSACTION

Overview of the Proposed Transaction

On Friday, the 2nd of February 2024, the Board of Directors of Edgars passed a resolution in support of the termination of Edgars Stores Limited ZSE Listing, with the intent to list the Company's shares on the VFEX by way of Introduction.

Benefits of the Proposed Transaction

The benefits of the Proposed Transaction encompass, but are not limited to, the following:

• Enhanced opportunities for regional mergers and acquisitions;
• A broader investor base and increased access to USD capital;
• Provision of USD dividends for Shareholders;
• More efficient financial reporting in USD;
• Improved access to USD facilities;
• Enhanced options for capital planning;
• Reduced foreign exchange risk for Shareholders due to local currency depreciation;
• Taxation incentives for Shareholders and potential investors;
• Decreased potential valuation volatility, as the Company's market value will be determined in the stable USD currency; and
• Lower trading costs of 2.31% compared to 4.63% on the Zimbabwe Stock Exchange.

If the Proposed Transaction does not take place, then Edgars will remain listed on the ZSE, and the benefits outlined above will not be available to the Company or its Shareholders.

Timetable for the Proposed Transaction

ACTIVITY	ESTIMATED DATES
Edgars EGM Notice and announcement published	Friday, 01 March 2024
Voting Record Date, Edgars share register closed (at 1600hrs)	Tuesday, 19 March 2024
Last day of trading Edgars Shares prior to the EGM	Tuesday, 19 March 2024
Last day of lodging Proxy Forms (at 1600hrs)	Wednesday, 20 March 2024
Edgars EGM (at 1000 hours)	Friday, 22 March 2024
Publication of results of Edgars EGM	Monday, 25 March 2024
Trading of Edgars shares resumes following the EGM	Monday, 25 March 2024
Last day of trading Edgars Shares on the ZSE	Wednesday, 27 March 2024
Transfer of Edgars share register from the ZSE to the VFEX	Thursday, 04 April 2024
Estimated completion of Edgars VFEX Listing	Friday, 05 April 2024
First day of trading of Edgars shares on the VFEX	Monday, 08 April 2024

The above dates may be subject to change and any such change will be published to Shareholders. All times indicated above and elsewhere in the Circular are Zimbabwean local times.

Queries

If you have any questions on any aspect of this document, please contact your stockbroker, accountant, banker, legal practitioner, or other professional advisors. Alternatively, please contact IH Advisory or IH Securities (whose details are given below):

IH Advisory (Private) Limited	IH Securities (Private) Limited
Block 3, Tunsgate Business Park	Block 3, Tunsgate Business Park
30 Tunsgate Road, Mount Pleasant	30 Tunsgate Road, Mount Pleasant
Harare, Zimbabwe	Harare, Zimbabwe
Email: [e-mail]	Email: [e-mail]
Tel: [phone]	Tel: [phone]

4

5

CIRCULAR TO EDGARS STORES LIMITED SHAREHOLDERS

Actions to be taken by Edgars Shareholders

• Read this Document in its entirety. If you are in doubt as to the action you should take, you should immediately seek advice from an independent stockbroker, bank manager, legal practitioner, accountant, or any other professional advisor of your choice;
• Attend and vote at the EGM to be held on Friday, 22 March 2024; and
• Shareholders who cannot attend the EGM but wish to be represented thereat should complete and sign the Proxy Form included with this Document and ensure it is lodged at the Transfer Secretaries' registered office outlined in the "Corporate Information" section of this Document on page 1 or emailed to: corpserve@ escrowgroup.org.
• The Proxy Form should be received by the Transfer Secretaries by no later than 1000 hours on Wednesday, 20 March 2024. Proxy Forms may, however, be accepted at the discretion of the Chairman up to 1 (one) hour before the commencement of the EGM. Shareholders may attend the meeting virtually, notwithstanding the completion and return of a Proxy Form.
• A Director or officer of the Company shall not be appointed as a proxy for a Shareholder (section 171(8) of the Companies Act).

Conditions Precedent

A cautionary announcement has been issued to the Shareholders of Edgars, informing them of the Company's intention to delist from the ZSE. The ZSE has granted authority to delist Edgars' shares from the ZSE subject to the conditions listed below:

• Edgars Board approval of the listing of the Company's ordinary shares on the VFEX;
• The passing by Shareholders of Edgars of the resolutions, by the requisite majority, at an EGM to be held on Friday, 22 March 2024, in terms of the Notice of the EGM published in the national press dated Friday, 1 March 2024; and
• Obtaining all such necessary regulatory approvals as may be required, including the issue of a letter of good standing by the ZSE to Edgars.

Documents Available for Inspection

The public may inspect this Circular and the documents available as listed in Section 12 and below between 0800 hours and 1600 hours from Friday, 1 March 2024 to Thursday, 21 March 2024 at the Sponsoring Brokers' and Edgars' registered offices at the address set out in the "Corporate Information" section of this Document:

• The substituted Memorandum and Articles of Association of the Company;
• Edgars Board Approval of the Proposed Transaction;
• Consent Letters from all Experts on the Proposed Transaction;
• The Audited Financial Statements including the Independent Reporting Accountant's Report on the historical information of Edgars for the three financial years ended 10 January 2021, 8 January 2022 and 9 January 2023, which is set out in the Appendices to this Circular;
• The Reviewed Half Year Financial Statements including the Independent Reporting Accountant's Report on the historical information of Edgars for the half year ended 9 July 2023 which is set out in the Appendices to this Circular; and
• The ZSE approval letter for the distribution of the Circular.

CHAIRMAN'S STATEMENT

(Edgars Stores Limited, incorporated in Zimbabwe in 1948 under Company Registration Number 379/1948)

Address: 15th Floor, ZB Life Towers, 77 Jason Moyo Avenue,Harare, Zimbabwe.

Directors: T.N. Sibanda (Chairman), C. Classen, M. Robb, P. Mnyama*, S. Mushosho* (CEO), C. Mutevhe* (CFO), C.F. Dube, M. Hosack.

*Executive

Dear Shareholder,

As we navigate the dynamic landscape of the business environment, I would like to bring to your attention some pivotal developments that warrant careful consideration for the future of Edgars Stores Limited. Historically, the Edgars business has heavily relied on ZWL transactions; however, recent times have witnessed a notable surge in foreign currency transactions, a trend mirrored across the broader economy. Moreover, the Government's extension of the multi-currency regime until 2030 underscores the growing necessity for USD capital within our Company.

The performance of Edgars in the past year has been subject to exchange rate volatility and market liquidity fluctuations in both ZWL and foreign currency. However, management remains optimistic, steering the business towards expanding its physical and online presence, coupled with strategic merchandise procurement initiatives reliant on USD access. Consequently, the Board has proactively explored various avenues to secure access to USD to drive the business. Our commitment to this pursuit continues as we explore options to fortify the business's access to USD capital and consider migrating to USD reporting, ultimately enhancing sustainability and Shareholder value.

To bolster our growth momentum and safeguard Shareholder value, the Board is proposing the migration of the Company's share capital from the Zimbabwe Stock Exchange to the Victoria Falls Stock Exchange. This strategic move is anticipated to unlock several advantages, including:

• Access to USD Capital for expansion initiatives, driving business performance, and ultimately enhancing Company and Shareholder value.
• The enabling of free dividend and share disposal proceeds repatriation to foreign Shareholders.
• Favourable tax incentives, including zero capital gains tax and a 5% withholding tax for foreign investors, thereby boosting Shareholder returns.
• Reporting financial performance in USD providing stability and mitigating complexity associated with hyperinflation adjusted ZWL reporting.
• Minimised exchange risk for Shareholders due to local currency depreciation by providing an accurate USD- based benchmark of the Company's value.
• Mandated USD dividends and the receipt of USD as compared to ZWL on share liquidation, enabling the Shareholders to receive the true value of their holdings.
• Lower trading costs of 2.31% compared to 4.63% on the ZSE which enable the Shareholders to retain more of their value when they exit or enter their trading positions.

In light of these compelling reasons, the Board supports the migration of Edgars from the ZSE to the VFEX. This move aligns with our commitment to fostering sustained growth, maximizing Shareholder value, and positioning the Company for success in an evolving economic landscape.

Friday, 1 March 2024

[Signed on Original]

T.N. Sibanda

Chairman of the Board of Directors

6

7

CIRCULAR TO EDGARS STORES LIMITED SHAREHOLDERS

DETAILS OF THE PROPOSED TRANSACTION

1. OVERVIEW OF THE PROPOSED TRANSACTION

1. The proposed delisting of Edgars Stores Limited from the ZSE
   On Friday the 2nd of February 2024 the Board of Directors of Edgars considered the termination of Edgars' ZSE Listing, with the intent to list the Company's shares on the VFEX by way of introduction. The Board subsequently passed a resolution relating to the above due to the rationale of the Proposed Transaction outlined below.
2. Benefits of listing on the VFEX

1. Enhanced accessibility to USD capital and expansion of investor base
   Edgars will gain an enhanced capacity to raise capital in foreign currency, supporting the Company's foreign currency needs. The potential development of VFEX into a regional exchange strengthens Edgars' position of attracting a more extensive investor base, aiding the Company in its endeavors for domestic and regional expansion. Additionally, the USD reporting mandate on VFEX will contribute to a reduced risk perception for Edgars. This, in turn, will afford the Company greater leverage to access alternative forms of financing on favorable terms.
2. Reduced trading costs
   The VFEX's reduced trading costs of 2.31%, in contrast to the 4.63% on the ZSE, allows Shareholders to preserve more value upon the disposal of shares.
3. Greater liquidity of shares
   Lower trading costs and reduced risk perception on the VFEX, attributed to USD pricing of Edgars' stock and the capability to provide foreign currency dividends, can stimulate liquidity for Edgars shares.
4. Less restrictions on the repatriation of dividends for foreign shareholders
   The VFEX provides foreign shareholders with the freedom to repatriate dividends and proceeds from share disposals without hindrance, compared to the ZSE which faces exchange control challenges due to its trading in local currency and the widespread shortage of foreign currency nationwide.
5. Additional tax incentives
   The VFEX provides tax incentives for Shareholders, encompassing a 5% withholding tax on dividends for foreign investors and exemption from capital gains tax on share disposal. This results in improved earnings for Shareholders compared to the ZSE.
6. Mitigated valuation volatility and improved performance benchmark
   The VFEX's de facto third-party USD valuation of the Company facilitates Edgars' current Shareholders in realising the actual value of their investment and establishes a more precise benchmark for the stock's performance. Additionally, the USD valuation safeguards the Company's value, minimizing valuation volatility by acting as a hedge to the ZWL. This not only offers greater investor protection compared to the ZSE but also serves as a mechanism to preserve the Company's value.
7. Efficient financial reporting
   Companies listed on the VFEX are required to present their financial results in USD. This facilitates a more effective assessment of the Company's performance compared to the ZWL, which foreign investors may find challenging to fully comprehend due to its volatility. Additionally, VFEX-listed firms are obligated to adhere to specific governance and reporting standards, contributing to enhanced overall management and Company performance.

1.3. Estimated Transaction Fees and Related Expenses

Expense	Fee (USD)
Advisory	26,500.00
Sponsoring Broker	6,250.00
Legal	7,500.00
Transfer Secretaries	4,000.00
Printing & Distribution	12,000.00
ZSE Document Review	8,797.50
VFEX Application	4,887.50
Total	69,935.00

2. OVERVIEW OF EDGARS STORES LIMITED

1. Background
   Edgars Stores Limited is a Zimbabwe-based retailer offering clothing and merchandise for the middle to upper income at competitive prices. It offers a range of casual wear clothing, footwear and accessories for children, ladies and gents in branded stores in Zimbabwe. Edgars manufactures clothing, as well as distributing and selling clothing, footwear, textiles and accessories through a network of stores in Zimbabwe. The Company is organized into four operating segments: Edgars Stores, which sells fashion apparel and accessories; Jet Stores, which sells clothing, footwear, cosmetics, household textiles and school uniforms; and Carousel that manufactures for the chains and exports to the region. Additionally, Edgars has a micro finance business unit, Club Plus and Financial Services, which provides a credit facility as an alternative to cash, to provide their customers with value for their spend.
   The Company was founded by Sydney Press in 1946 and opened its first store in Bulawayo. The Company was then publicly listed in 1974. The clothing retail giant boasts of operations countrywide through its 58 stores. Spanning over (7) decades of existence, the Company's vision is to provide their customers an opportunity to experience and enjoy the complete Edgars lifestyle. The Company's core business includes the retailing of clothing, footwear, textiles and accessories.
2. Company Structure

The Edgars Stores Limited Group ("the Group") is organized into strategic business units namely retailing, manufacturing and financial services.

8

9