Axia Seeks 10% Share Buy-back Mandate

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HARARE – Axia, a Zimbabwe-listed company, seeks shareholder approval for a share buy-back programme of up to 10% of its issued ordinary shares, along with a resolution allowing loans and financial guarantees for executive directors.

The proposals are set out in the notice for the company’s 11th Annual General Meeting, scheduled for November 24, 2026, at the Royal Harare Golf Club Building in Harare.

The Zimbabwe Mail, reporting on the company’s statement, said shareholders would be asked to authorise the board to repurchase ordinary shares on the Victoria Falls Stock Exchange, subject to limits under the Companies and Other Business Entities Act and VFEX listing requirements.

The proposed buy-back authority would expire at the next AGM and cap acquisitions at 10% of issued ordinary share capital in any financial year. The purchase price would be restricted to between 5% above and 5% below the weighted average market price over the five business days preceding each transaction.

The company would also be required to issue a public announcement once cumulative purchases between annual meetings reached 3% of the shares in issue before the relevant acquisitions. The authority would become invalid if the company were unable to declare and pay a cash dividend.

Directors said the buy-back would be financed from available cash resources and undertaken only where they considered it to be in shareholders’ interests. The board would also have to consider the company’s ability to meet its debts, maintain assets above liabilities and preserve adequate capital, reserves and working capital.

Another resolution seeks approval for the company to make loans to executive directors, or provide guarantees or security connected with such loans, to enable them to perform their duties. Any loan or guarantee would be subject to approval by the board’s Remuneration Committee and capped at the relevant director’s annual remuneration.

The ordinary business of the meeting includes consideration of financial statements for the year ended June 30, 2026, approval of directors’ fees and auditors’ remuneration, and the reappointment of BDO Chartered Accountants of Harare. Shareholders will also vote on the re-election of retiring directors Luke Ngwerume and Zinona Koudounaris.

The resolutions place capital allocation, board oversight and executive remuneration among the issues facing shareholders at the November meeting. Neither the proposed buy-back nor the director-loan authority represents a commitment to undertake transactions; both require shareholder approval.