MIK Meikles Limited

 
TIDMMIK 
 
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 
 
 
 
END 
 

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