Notice of EGM

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 [phone]  
                                                                               
P.O Box 2540                Bridgwater              Harare                     
                                                                               
Telephone [phone]  Bristol BS99 7NH        Zimbabwe                   
263-4-759660/9                                                                 
                            Telephone [phone]                               
263-4-2912729/20            0001                                               
                                                                               
Harare                      London                                             
                                                                               
Zimbabwe                    England