MEIKLES LIMITED
NOTICE OF AN EXTRAORDINARY GENERAL MEETING ("EGM")
Notice is hereby given that an extraordinary general meeting of Meikles Limited
will be held in the Stewart Room, Meikles Hotel, Third Street, Harare at
09.00am on Wednesday, 27 November 2013, for the purpose of considering and, if
deemed fit, passing without modification, the following resolutions
PREAMBLE
A. At an Extraordinary General Meeting held on 18 August 2011 shareholders
approved that 24,000,000 unissued shares be placed under the control of the
directors who shall have the authority to issue the shares to the Meikles
Limited Employee Share Ownership Trust ("The Trust"). The 24,000,000
unissued shares constitutes 8.91% of the issued share capital of the
Company. The Ministry of Youth Development, Indigenisation and Empowerment
have approved the Company's provisional Indigenisation Implementation Plan
on the condition that ten per cent (10%) of the issued share capital be
issued to the Trust. To meet this condition, a further 4,000,000 shares
need to be issued to the Trust in addition to the shares already authorised
to be issued as per the 20 August 2013 Annual General Meeting. So, in total
19,581,490 shares will be placed under the control of the directors. This
total together with the 8,418,510 shares already issued to the Trust will
constitute 10% of the Company's issued share capital.
B. At an Extraordinary General Meeting held on 15 August 2012 shareholders
approved the Company providing financial assistance to the Trust and to the
Share Purchase Scheme - 2011 ("The Scheme") for both to purchase up to 24
million shares in the Company. To date finance has been secured for the
Trust to purchase 8,418,510 shares in the Company and for the scheme to
purchase 12,812,381 shares in the Company. It has not been possible to
secure additional financing for both the Trust and the Scheme to purchase
their full entitlement. Shareholder approval is now being sought for the
Company to finance the purchase of the balance of both the Trust and the
Scheme's shares in the Company. This assistance will only be extended when
the Company's funds on deposit with the Reserve Bank of Zimbabwe ("RBZ")
are repaid.
As a Special Resolution No. 1
That a further 4,000,000 unissued shares of the company be placed under the
control of the directors who shall have the authority to issue the shares to
the Meikles Limited Employee Share Ownership Trust on such terms and conditions
as they deem fit, provided that the shares be issued at a price calculated on
the basis of the weighted average price of Meikles Limited shares over the
thirty (30) days prior to the date of issue.
As a Special Resolution No. 2
The Company provides direct financial assistance in the form of loan funding to
the Meikles Limited Employee Share Ownership Trust ("The Trust") to enable the
Trust to finance the subscription of up to a maximum of 28,000,000 shares in
the Company (of which 8,418,510 shares have been issued) at a subscription
price calculated on the basis of the weighted average of Meikles Limited shares
over thirty (30) days prior to the issue, subject to the Company only providing
such direct financial assistance in the form of loan funding when the Company's
funds on deposit with the Reserve Bank of Zimbabwe ("RBZ") are repaid by the
RBZ.
As a Special Resolution No. 3
The company provides direct financial assistance in the form of loan funding to
the Share Purchase Scheme - 2011 ("The Scheme") to enable The Scheme's
participants' share holding company to finance the purchase of 11,187,619
shares in the Company from the market at market prices, subject to the Company
only providing such direct financial assistance in the form of loan funding
when the Company's funds on deposit with the Reserve Bank of Zimbabwe ("RBZ")
are repaid by the RBZ.
by order of the board
A P Lane-Mitchell
Secretary
16 October 2013
Registered Office
6th Floor, 99 Jason Moyo Avenue
Harare
Zimbabwe
Note
1. Any person entitled to attend and vote at the meeting is entitled to
appoint a proxy to attend, speak and vote in his stead. A proxy need not be
a member of the Company.
2. Any instrument appointing a proxy must be lodged at the registered office
of the Company in Harare or with the United Kingdom registrars forty-eight
hours before the meeting.
MEIKLES LIMITED
(incorporated in the Republic of Zimbabwe)
FORM OF PROXY
I/We
(Name/s in block letters)
Of
being a member of Meikles Limited
and entitled to
votes
hereby appoint of
or failing him/her of
or failing him/her the Chairman of the meeting as my/our proxy to attend and
speak for me/us and on my/our behalf at the Extraordinary General Meeting of
the Company to be held in Harare on Wednesday, 27 November 2013 at 09.00 am and
at any adjournment thereof and to vote or abstain from voting.
Any member of the Company entitled to attend and vote at the meeting may
appoint a proxy or proxies to attend, speak and vote in his stead. A proxy need
not be a member of the Company.
Every person present and entitled to vote at a general meeting shall, on a show
of hands, have one vote only, but in the event of a poll, every share shall
have one vote.
Please read the notes appearing on the reverse hereof.
Signed at on 2013
Signature(s)
Assisted by me
Full name(s) of signatory/ies if signing in a representative capacity (see note
2) (please use block letters)
INSTRUCTIONS FOR SIGNING AND LODGING THIS FORM OF PROXY
1. A 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/ies.
2. The Chairman shall be entitled to decline to accept the authority of a
person signing the proxy form:
a. under a power of attorney
b. on behalf of a company
unless that person's power of attorney or authority is deposited at the offices
of the Company's Company Secretary or Zimbabwe transfer secretaries or the
London transfer secretaries not less than 48 hours before the meeting.
3. 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.
4. 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.
5. The completion and lodging of this form of proxy will not preclude the
member who grants this proxy form from attending the meeting and speaking
and voting in person thereat to the exclusion of any proxy appointed in
terms hereof should such member wish to do so.
6. In order to be effective, completed proxy forms must reach the Company's
Company Secretary or Zimbabwe or London transfer secretaries not less than
48 hours before the time appointed for the holding of the meeting.
7. Please ensure that the name(s) of the member(s) on the form of proxy and
the voting form are exactly the same as those on the share register.
8. Please be advised that the number of votes a member is entitled is
determined by the number is shares recorded in the share register 48 hours
before the time appointed for the holding of the meeting.
OFFICE OF THE ZIMBABWE OFFICE OF THE LONDON OFFICE OF THE COMPANY
SECRETARY
TRANSFER SECRETARIES TRANSFER SECRETARIES
6th Floor
ZB Bank Limited Computershare Services
PLC 99 Jason Moyo Avenue
Ground floor ZB Centre,
P.O. Box 82 P O Box 3598
Corner First Street / Kwame
Nkrumah Avenue The Pavilions Telephone 263-4-252068-78
P.O Box 2540 Bridgwater Harare
Telephone 263-4 -796842/44 Bristol BS99 7NH Zimbabwe
263-4-759660/9
Telephone 44-870-702
263-4-2912729/20 0001
Harare London
Zimbabwe England