Notice of EGM

RNS Number : 0979Y

Kingdom Meikles Limited

27 August 2009

 



KINGDOM MEIKLES LIMITED

(incorporated in the Republic of Zimbabwe)

(Registration number 1/37)

('Meikles' or 'the Company')

___________________________________________________________

Notice convening an Extraordinary General Meeting of members of

Kingdom Meikles Limited ('KML) in terms of Section 175 of the Companies Act [Chapter 24:03] ('the Act')

____________________________________________________________________________________

Notice is hereby given that Kingdom Meikles Limited hereby convenes an Extraordinary General Meeting (“EGM”) of members of the Company at 10.00 hours on Thursday, 24 September 2009, in the Stewart Room, Meikles Hotel, Corner Third Street/Jason Moyo Avenue, Harare, Zimbabwe for the purpose of considering and, if thought fit, passing with or without modification, the ordinary resolutions set out below.

The reasons for calling the EGM are that at the EGM held on 22 June 2009, shareholders mandated the Board to, inter alia, implement the de-merger transaction according to its terms. It is a term of the de-merger transaction that Messrs N M K Chanakira and C M Jokonya as well as Ms S P Bango ('the three Directors') resign as directors of the KML Board with effect from 22 June 2009 and Messrs J R T Moxon and C B Thorn resign as directors of the Kingdom Financial Holdings Limited ('KFHL') Board with effect from 22 June 2009. 

Messrs J R T Moxon and C B Thorn resigned from the KFHL Board before or with effect from 22 June 2009.  The Board cannot fulfill one of the essential terms of the de-merger transaction as the three Directors have not resigned as directors of KML and are refusing to do so, notwithstanding efforts made by the KML Board at a Board Meeting held on 5 August 2009 and adjourned to 6 August 2009 respectively ('the Board Meeting') at which all Directors, including the three Directors, attended.  In the circumstances the Board has no alternative but to then convene the EGM so that shareholders can consider if the three Directors should be removed as Directors of the Company. 

In considering the resolutions, shareholders are asked to note that at the Board Meeting the Board unanimously resolved to withdraw the South African litigation against Cool Bay Investments (Pty) Limited and its Director, and Mentor Holdings (Pty) Limited and its Directors, ('the Respondents'), ('the South African litigation') to enable an amicable settlement of the claims to be negotiated and agreed with the Respondents. The Board is fully aware that it has a fiduciary responsibility to shareholders and the regulators to ensure that any settlement agreed with the Respondents in respect of the South African litigation is transparent and in the best interests of the Company. In recognition of this fiduciary responsibility the Board at the Board Meeting resolved that if an amicable settlement in the best interests of the Company is not agreed, then the South African litigation is to be reinstituted. The Board as a whole has this fiduciary responsibility and in no way will the resignation of the three Directors alter the Board's fiduciary responsibility to the Company and its shareholders to ensure the South African litigation is settled in the best interests of the Company.

The proposed removal of these Directors has been motivated by no other consideration other than the need to comply with the resolutions passed by the shareholders. Because of the obstructive and confrontational approach taken by these Directors, the Board also intends to seek their removal from the Boards of all the subsidiaries of the Company. The Board is no longer confident that they will act in the best interests of the subsidiaries on whose Boards they sit.

At the EGM shareholders will need to consider, and, if deemed fit, to pass the following resolutions, with, or without, amendments.

Ordinary Resolution Number 1 

'RESOLVED THAT, the firm of Chartered Accountants nominated by the Chairman of the meeting, or failing them for any reason, any other firm of Chartered Accountants are appointed to count the votes cast by members at this EGM and that the results of the voting as determined by them will be final and binding in the absence of any manifest error.'

Ordinary Resolution Number 2 

'RESOLVED THAT, Mr Nigel Muranganwa Kudzai Chanakira be removed as a director of the Company, with immediate effect.'

Ordinary Resolution Number 3

'RESOLVED THAT, Mr Callisto Mazorodze Jokonya be removed as a director of the Company, with immediate effect.'

Ordinary Resolution Number 4

'RESOLVED THAT, Ms Sibusisiwe Precious Bango be removed as a director of the Company, with immediate effect'.

Ordinary Resolution Number 5

'RESOLVED THAT the Directors of the Company be and are hereby authorised to convene Extraordinary General Meetings of the Company's subsidiary companies in terms of Section 175 of the Companies Act, to remove as Directors from such subsidiary companies, Mr Nigel Muranganwa Kudzai Chanakira, Mr Callisto Mazorodze Jokonya and Ms Sibusisiwe Precious Bango.' 

Ordinary Resolution Number 6

'RESOLVED THAT, the Company's Chairman is hereby authorised to do all such things and sign all such documents and take all such action as may be convenient or necessary to implement the resolutions passed at  this  Extraordinary  General Meeting.'

Assuming that Ordinary Resolutions 1 to 6 above are passed, the resultant Board of Directors of the Company will be as follows:

M A Masunda         Chairman

T B Cameron          Executive Director

R Chidembo           Non-Executive Director

B Chimhini             Executive Director

D Mboweni             Non-Executive Director

R H Meiring            Executive Director

A C Mills                Executive Director

D E Stephens          Non-Executive Director

At the Board Meeting the Board co-opted Messrs T B Cameron, B Chimhini, R H Meiring and A C Mills on to the Board. None of these Directors attended the Board Meeting.

VOTING

On a show of hands, every shareholder of the Company, who (being an individual) is present in person or by proxy at the EGM or which (being a company or other body corporate) is represented thereat by a representative appointed pursuant to section 131 of the Act, shall have one vote and, on a poll, every shareholder of the Company present (whether an individual or company or other body corporate) or represented by a proxy at the EGM, shall have one vote for every share held or represented by him/her/it.

In terms of ordinary resolution number 1, the firm of Chartered Accountants nominated by the Chairman of the meeting, or failing them for any reason, any other firm of Chartered Accountants will be appointed to count the votes at the EGM and the results of the voting as determined by them will be final and binding in the absence of any manifest error.

Each member entitled to attend and vote at the EGM is entitled to appoint one person as his proxy, who need not be a member of the Company, to attend, speak and vote in his/her stead at the EGM.

FORM OF PROXY

A form of proxy, in which are set out the relevant instructions for its completion, is attached hereto, for use by such shareholder of the Company who is unable to attend the EGM but who wishes to be represented thereat. Completion of a form of proxy will not preclude such shareholder of the Company from attending and voting (in preference to the appointed proxy) at the EGM.

The instrument appointing a proxy and the authority (if any) under which it is signed must be received by the Company's transfer secretaries at the addresses given below no later than 10.00 hours on Tuesday 22 September 2009.

Transfer secretaries:

Zimbabwe                                          

ZB Bank Limited

First Floor ZB Centre

Corner First Street/Kwame Nkrumah Ave

P O Box 2540, Harare

Zimbabwe

Telephone: [phone]

Telefax: [phone]/20

London

Computershare Services PLC

P O Box 82, The Pavilions

Bridgwater, Bristol, BS99 7NH, England

Telefax: [phone]

Telefax: [phone]/20

For an on behalf of

BOARD OF DIRECTORS

KINGDOM MEIKLES LIMITED

5th August 2009

KINGDOM MEIKLES LIMITED

(incorporated in the Republic of Zimbabwe)

(Registration number 1/37)

('Meikles' or 'the Company')

Form of proxy

For use by the Company's shareholders at the extraordinary general meeting of shareholders to be held in the Stewart Room at the Meikles Hotel, Corner of Third Street and Jason Moyo Avenue, Harare, Zimbabwe at 10.00 hours on  Thursday, 24 September 2009 ('the EGM').

Each member entitled to attend and vote at the EGM is entitled to appoint one person as his proxy, who need not be a member of the Company, to attend, speak and vote in his/her stead at the EGM.

I/We __________________________________________________________________________

(Name in block letters)

Of ____________________________________________________________________________

Being the holder of _______________________________ shares in the Company hereby appoint

1._______________________ of _____________________________________ or failing him/her

2._______________________ of _____________________________________ or failing him/her

3. the Chairman of the EGM

As my/our proxy to act for me/us at the EGM for the purpose of considering and, if deemed fit, passing, with or without modification, the resolutions to be proposed thereat, and at each adjournment or postponement thereof, and to vote for and/or against the resolutions and/or abstain from voting in respect of the shares in the issued share capital of the Company registered in my/our name (see note 2) in accordance with the following instructions:

	Number of Votes
	For	Against	Abstain
Ordinary resolution number 1 - Appointment of Scrutineers nominated by the Chairman
Ordinary resolution number 2 - Removal of Mr N M K Chanakira
Ordinary resolution number 3 - Removal of Mr C M Jokonya
Ordinary resolution number 4 - Removal of Ms S P Bango
Ordinary resolution number 5 - Authorisation of the Board to convene EGM's of the Company's subsidiary companies to remove Mr N M K Chanakira, Mr C M Jokonya and Ms S P Bango as directors
Ordinary resolution number 6 - Authorisation of the Chairman to sign all documents relating to resolutions 1 to 5

Every person present and entitled to vote at the EGM shall, on a show of hands, have one vote only, but in the event of a poll, every share shall have one vote.

Signed at __________________________ on ______________________________________2009

Signature(s) ____________________________________________________________________

Assisted by me __________________________________________________________________

Full name(s) of signatory/ies if signing in a representative capacity (see note 2)(please use block letters).

_______________________________________________________________________________

Notes to the form of proxy

INSTRUCTIONS FOR SIGNING AND LODGING THIS FORM OF PROXY

1. A shareholder may insert the name of a proxy or the names of two alternative proxies of the shareholder's choice in the space provided, with or without deleting 'the Chairman of the EGM', but any such deletion must be initialed by the shareholder. The person whose name appears first on the form of proxy will, unless his/her name has been deleted, be entitled to act as proxy to the exclusion of those whose names follow.
   
2. A shareholder's instructions to the proxy must be indicated by the insertion of the relevant number of votes exercisable by that shareholder in the appropriate space/s provided as well as by means of a cross whether the shareholder wishes to vote, for, against or abstain from the resolutions. Failure to comply with the above will be deemed to authorise the proxy to vote or abstain from voting at the EGM as he/she deems fit in respect of all the shareholder's votes exercisable threat. A shareholder or his/her proxy is not obliged to use all the votes exercisable by the shareholder or by his/her proxy, or cast them in the same way.
   
3. A deletion of any printed matter and the completion of any blank spaces need not be signed or initialed. Any alteration or correction must be initialed by the signatory/ies.
   
4. 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 or the London transfer secretaries not less than 48 hours before the meeting.
   
5. 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.
   
6. 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.
   
7. The completion and lodging of this form of proxy will not preclude the member who grants this proxy form from attending the EGM and speaking and voting in person thereat to the exclusion of any proxy appointed in terms hereof should such member wish to do so.
   
8. In order to be effective, completed proxy forms must reach the Company's Zimbabwe or London transfer secretaries not less than 48 hours before the time appointed for the holding of the EGM.
   
9. Please ensure that 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.
   
10. Please be advised that the number of votes a member is entitled to is determined by the number of shares recorded on the share register 48 hours before the time appointed for the holding of the meeting.

OFFICE OF THE ZIMBABWE                                      OFFICE OF THE LONDON

TRANSFER SECRETARIES                                          TRANSFER SECRETARIES

ZB Bank Limited                                                          Computershare Services PLC

First Floor ZB Centre                                                   P. O. Box 82, The Pavilions

First Street/Kwame Nkrumah Ave                               Bridgwater, Bristol, BS99 7NH, 

P. O. Box 2540, Harare, Zimbabwe                             England

 

END

 

 

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