MIK Meikles Limited

                                MEIKLES LIMITED

               6th Floor, 99 Jason Moyo Avenue, Harare, Zimbabwe

                 Tel: +263 4 252068-71, Fax: + 263 4 252065/7

                     Email: reception@meikleslimited.co.zw



NOTICE OF MEETING

Notice is hereby given that the seventy-sixth ANNUAL GENERAL MEETING of the
shareholders of Meikles Limited in respect of the period ended 31 March 2013
will be held in the Mirabelle, Ground Floor, Meikles Hotel, 3rd Street, Harare
on 20 August 2013 at 08.30 am to conduct the following business:

ORDINARY BUSINESS

To receive and adopt the Group Financial Statements for the year ended 31 March
2013 and the reports of the Directors and Auditors.



To consider the re-appointment of the following Director who retires by
rotation and being eligible offers himself for re-election:

Rugare Chidembo



To consider the re-appointment of the following Director who retires by
rotation and being eligible offers himself for re-election:

Mark Leonard Wood



To confirm Directors' fees amounting to US$35 125 for the year ended 31 March
2013.



To appoint auditors for the year ending 31 March 2014 and to approve the
Auditors' fees of US$109 882  for the year ended 31 March 2013.

Messrs Deloitte & Touche, auditors for the year ended 31 March 2013, have
indicated their willingness to continue in office.



That 15 581 490 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 shall 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.



SPECIAL BUSINESS

That the Company's business shall now includes mining resources.





A P LANE-MITCHELL

Secretary

3 June 2013



Directors: JRT Moxon (Executive Chairman*); R Chidembo; B Chimhini*; O Makamba
                             *; K Ncube*; ML Wood*

                                  *Executive



F O R M    O F    P R O X Y



I/We
______________________________________________________________________________________

(Name/s in block letters)

being a member of Meikles Limited,

andentitled to
________________________________________________________________________________
votes

herebyappoint __________________________________ of
____________________________________

______________________________________________________________________________________

orfailing 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 annual general meeting of the
Company to be held in Harare on 20 August 2013 at 8:30 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



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.



The Chairman shall be entitled to decline to accept the authority of a person
signing the proxy form:



under a power of attorney

on behalf of a company



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



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.



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.



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.



In order to be effective, completed proxy forms must reach the Company's
Zimbabwe and London transfer secretaries not less than 48 hours before the time
appointed for the holding of the meeting.



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.



Please be advised that the number of votes to which a member is entitled is
determined by the number of shares recorded in the share register 48 hours
before the time appointed for the holding of the meeting.





OFFICE OF THE ZIMBABWE TRANSFER          OFFICE OF THE LONDON TRANSFER
SECRETARIES                              SECRETARIES

ZB Bank Limited                          Computershare Services PLC
                                         P.O. Box 82
First Floor ZB Centre
Corner First Street / Kwame Nkrumah Ave  The Pavilions
P.O Box 2540                             Bridgwater

Harare                                   Bristol BS99 7NH
                                         Telephone +44-870-702 0001
Zimbabwe                                 Telefax +44-870-703 0005

Telephone 263-4-759660/9                 Bristol

 263-4-2912729/20                        England