MIK Meikles Limited

 
TIDMMIK 
 
MEIKLES LIMITED 
 
                            NOTICE TO SHAREHOLDERS 
 
NOTICE OF THE RESULTS OF THE ANNUAL GENERAL MEETING HELD ON  3 DECEMBER 2020 
 
Shareholders are advised that: 
 
1. To receive and adopt the Group Financial Statements for the year ended 31 
March 2020 and the reports of the Directors and Auditors. 
 
Ordinary Resolution Number 1 was passed by shareholders. 
 
2. To consider the re-appointment of the following Director who retires by 
rotation and being eligible offers himself for re-election: 
 
  * Rugare Chidembo 
 
Ordinary Resolution Number 2 was passed by shareholders. 
 
3. To consider the re-appointment of the following Director who retires by 
rotation and being eligible offers himself for re-election: 
 
  * Kazilek Ncube 
 
Ordinary Resolution Number 3 was passed by shareholders. 
 
4. To approve the appointment of the following Director 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: 
 
  * Cathrine Chitiyo 
 
Ordinary Resolution Number 4 was passed by shareholders. 
 
5. To approve the appointment of the following Director 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: 
 
  * Stewart Cranswick 
 
Ordinary Resolution Number 5 was passed by shareholders. 
 
6. To approve the appointment of the following Director 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: 
 
  * Simon Hammond 
 
Ordinary Resolution Number 6 was passed by shareholders. 
 
7. To confirm Directors' fees amounting to ZWL1,161,128 for the year ended 31 
March 2020. 
 
Ordinary Resolution Number 7 was passed by shareholders. 
 
8. To approve the auditors' fees of ZWL1,510,543 for the year ended 31 March 
2020. 
 
Ordinary Resolution Number 8 was passed by shareholders. 
 
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. 
 
Ordinary Resolution Number 9 was passed by shareholders. 
 
SPECIAL BUSINESS 
 
1. That the Memorandum and Articles of Association be amended by increasing the 
number of minimum directors at any given time under section 87(i) from 4 to 7: 
- 
 
"Until otherwise determined from time to time by General Meeting, the number of 
Directors shall not be less than seven (7) and no more than fifteen (15)" 
 
Special Resolution Number 1 was passed by shareholders. 
 
2. Share Buy Back Scheme 
 
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: 
 
 i. In aggregate in any one financial year, shall not exceed 10% (ten percent) 
    of the Company's issued ordinary share capital for cancellation, subject to 
    the availability of sufficient revenue reserves to undertake the transfer 
    to a Capital Redemption Reserve Fund as required by the Companies and Other 
    Business Entities Act [Chapter 24:31]; 
ii. The authority in terms of this resolution shall expire on the date of the 
    next Annual General Meeting; 
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; 
iv. A press announcement will be published as soon as the Company has acquired 
    ordinary shares constituting, on a cumulative basis in the period between 
    shareholder General Meetings, 3% (three percent) of the ordinary shares 
    prior to acquisition. 
 
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. 
 
Special Resolution Number 2 was passed by shareholders. 
 
THABANI MPOFU 
 
COMPANY   SECRETARY 
 
8 December 2020 
 
 
 
END 
 

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