MEIKLES LIMITED
NOTICE OF MEETING
Notice is hereby given that the
eighty-third ANNUAL GENERAL MEETING of the shareholders of Meikles
Limited in respect of the year ended 31
March 2020 will be held virtually by electronic means on
Thursday, 3 December 2020 at
09.00 am to conduct the following
business:
ORDINARY BUSINESS
| 1. |
To receive and adopt the Group
Financial Statements for the year ended 31 March 2020 and the
reports of the Directors and Auditors. |
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| 2. |
To consider the re-appointment of
the following Director who retires by rotation and being eligible
offers himself for re-election: |
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| 3. |
To consider the re-appointment of
the following Director who retires by rotation and being eligible
offers himself for re-election: |
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| 4. |
To approve the appointment of the
following Director with effect from 3 December 2020, and who in
terms of the Articles of Association of the Company is required to
retire from the Board at the Company’s Annual General Meeting, and
being eligible, offers herself for election: |
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| 5. |
To approve the appointment of the
following Director with effect from 3 December 2020 , and who in
terms of the Articles of Association of the Company is required to
retire from the Board at the Company’s Annual General Meeting, and
being eligible, offers himself for election: |
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| 6. |
To approve the appointment of the
following Director with effect from 3 December 2020, and who in
terms of the Articles of Association of the Company is required to
retire from the Board at the Company’s Annual General Meeting, and
being eligible, offers himself for election: |
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| 7. |
To approve Directors’ fees amounting
to ZWL1,161,128 for the year ended 31 March 2020. |
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| 8. |
To approve the auditors’ fees of
ZWL1,510,543 for the year ended 31 March 2020. |
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| 9. |
To appoint auditors for the year
ending 31 March 2021. Messrs Deloitte & Touche, auditors
for the year ended 31 March 2020, have indicated their willingness
to continue in office. Deloitte & Touche have acted as the
Company’s independent auditors for more than ten years. |
SPECIAL BUSINESS
To consider and, if thought fit, to
pass, with or without amendment(s), the following as Special
Resolutions:
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| 1. |
Adoption and substitution of
Articles of Association of the Company to comply with the
requirements of the new Companies and Other Business Entities Act
(Chapter 24:31). |
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| 1.1 |
THAT the Articles of Association be
substituted by adopting the Articles of Association compliant with
requirements of the Companies and Other Business Entities Act
(Chapter 24:31). |
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| 1.2 |
THAT the Directors of the Company be
and are hereby authorised to do any and all such things as may be
generally required to re-register the Company as required by the
Companies and Other Business Entities Act (Chapter
24:31). |
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| 2. |
Share Buy Back Scheme |
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| 2.1 |
THAT the Company be authorised in
advance, in terms of Section 128 of the Companies and Other
Business Entities Act (Chapter 24:31), the Zimbabwe Stock Exchange
(ZSE) Listing Requirements and Article 160 of the Company’s
Articles of Association, to purchase the Company’s own ordinary
shares which: |
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i. In aggregate in any one financial
year, shall not exceed 10% (ten percent) of the Company’s issued
ordinary share capital; |
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ii. The authority in terms of this
resolution shall expire on the date of the next Annual General
Meeting; |
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iii. The maximum and minimum prices,
at which such ordinary shares are to be acquired, will not be more
than 5% (five percent) above and 5% (five percent) below
respectively, the weighted average market price at which the
ordinary shares of the Company are traded on ZSE determined over 5
(five) business days preceding the date of purchase of such
ordinary shares by the Company; |
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| 2.2 |
THAT the Company be authorised to
pay the transaction costs for shareholders who, in terms of the
share buyback scheme, hold less than 1,000 (One Thousand)
shares. |
NOTE: -
In terms of the Companies and Other
Business Entities Act (Chapter 24:31) and the ZSE Listings
Requirements, it is the intention of the Directors of the Company
to utilise this authority at a future date, provided that the cash
resources of the Company are in excess of its requirements and the
transaction is considered to be in the best interests of
shareholders generally. In considering cash availability, the
Directors will take account of inter alia, the long-term
cash needs of the Company, and will ensure the Company will remain
solvent after the re-purchase.
By order
of the Board
12 November 2020
LOGIN INSTRUCTIONS
May you please ensure that you have downloaded the ZOOM
application and follow the login instructions below:
1. Meeting ID: 976 3785 8430
Password : Shareholders to contact the Transfer Secretaries on
the following numbers: +2630772862956, +2630772936413, and
+2630773668857.
2. Write your username on Zoom in the format below:
XXXXXX SHAREHOLDER NAME
Where XXXXXX is your shareholder number.
If you have any challenges kindly contact us on +2630772862956,
+2630772936413 and +2630773668857
FORM OF PROXY
I/We
________________________________________________________________________________________
(Name/s in block letters)
being a member of Meikles
Limited
and entitled to
______________________________________________________________________________votes
hereby appoint
__________________________________ of
____________________________________________
or failing him/her
_______________________________ of
_____________________________________________
as my/our proxy to attend and speak
for me/us and on my/our behalf at the eighty third annual general
meeting of the Company to be held virtually by electronic means on
Thursday, 3 December 2020, 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 ____________________________2020
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. In terms of the Companies and
Other Business Entities Act, a Member entitled to attend and vote
at a meeting is entitled to appoint a proxy to attend and vote on a
poll and speak in his or her stead. No Director or Officer of the
company may be appointed as a proxy for a Member. A proxy need not
be a member of the Company.
2. 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.
3. 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
Zimbabwe transfer secretaries not
less than 48 hours before the meeting.
4. 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.
5. 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.
6. 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.
7. In order to be effective,
completed proxy forms must reach the Company’s transfer secretaries
not less than 48 hours before the time appointed for the holding of
the meeting.
8. Please ensure that the name(s) of
the member(s) on the form of proxy and the voting form are the same
as those on the share register.
9. 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 SECRETARIES
ZB Transfer Secretaries
21 Natal Road
Belgravia
P.O Box 2540
Harare
Zimbabwe
Telephone 263 242 759660/9