Celsys Limited – Notice of Scheme Meeting

Shareholders are advised that a scheme meeting shall be held on Monday 28th May 2012 at 1000hrs at Royal Harare Golf Club.

The purpose of the meeting is to consider and if deemed fit to agree (with or without modification) to the Scheme of Arrangement which proposes that Celsys shall become a wholly owned subsidiary of Cambria and that Celsys shareholders shall receive either shares in Cambria or payment in cash.

Scheme Participants will, at their election, be entitled to receive the following alternative consideration in respect of their shareholding in Celsys:
(a) For 686 Celsys Shares, 1 Cambria Africa Share; or
(b) For 1 Celsys share, 0.03 US cents in cash.

The objective of the Scheme is to constitute Celsys as a wholly owned subsidiary of Cambria Africa, where upon the listing of Celsys on the ZSE will be terminated and the introduction of Cambria Africa to the ZSE as a dual listing to AIM will commence.

Cambria Africa Plc is an AIM listed long term, active investment company, building a portfolio of investments primarily in Zimbabwe. Cambria currently owns 60% of Celsys Limited.

For Celsys shareholders, the swap of Celsys shares for shares in Cambria Africa Plc and the proposed secondary listing of Cambria on the ZSE is attractive.

Currently Celsys is saddled with a shareholder loan of approximately US$ 4 million and needs additional funds to recapitalize, which can only happen through an equity injection.

Furthermore, the value to shareholders is further diminished by the fact that the businesses of Celsys face stiff competition.

The transaction, will enable the minority shareholders of Celsys to participate in the ownership of a diverse services group, which has strong growth potential.

We therefore advise shareholders to accept the Scheme at the Scheme Meeting on Monday 28 May 2010. Shareholders should then elect the Cambria scrip option.