(incorporated in the Republic of Zimbabwe)
(Registration number 1/37)
("Meikles" or "the Company")
Notice convening an Extraordinary General Meeting of members of
Meikles Limited ("Meikles")
Notice is hereby given that Meikles Limited ("the Company") hereby convenes an Extraordinary General Meeting ("EGM") of members of the Company at 09.00 hours on Wednesday, 13 October 2010, in the Mirabelle Room, Meikles Hotel, Corner of Third Street and Jason Moyo Avenue, Harare, for the purpose of considering and, if thought fit, passing with or without modification, the resolutions set out below.
1. REASONS FOR CONVENING THE EGM
At the extraordinary general meeting of the Company held on 22 June 2009 ("the June 2009 EGM") shareholders passed certain resolutions authorising the Directors of the Company to de-merge Kingdom Financial Holdings Limited ("KFHL") from the Company. To date the de-merger has not been implemented both due to the issues the Company faced at the end of 2009 and early 2010 and due to the non-fulfilment of all of the de-merger's conditions precedent. These issues are largely resolved and the Board of Directors of the Company ("the Board") now proposes that the de-merger takes place. In order to give effect to the administrative requirements of the de-merger, it is necessary to rescind certain resolutions passed at the June 2009 EGM and to pass the additional resolutions contained in this notice.
2. OFFER TO PURCHASE KFHL
Shareholders are advised that in the event that an offer acceptable to the Board, for the purchase of the Company's shares in KFHL, is received prior to the date of the EGM, an amended EGM notice incorporating a resolution so that shareholders can vote on the offer, together with details of such offer, a recommendation from the Board, and a new form of proxy will be sent to shareholders. In the event that there is insufficient time between the EGM date and the date the amended EGM notice is sent, the Chairman will propose the meeting be adjourned to enable shareholders to consider the amended EGM notice and in particular such offer.
3. THE BOARD'S RECOMMENDATION FOR THE IMPLEMENTATION OF THE KFHL DE-MERGER
The Board recommends the de-merger in accordance with the resolutions contained in this notice.
4. THE RESOLUTIONS
The Board then proposes to shareholders that the following resolutions be passed, with or without amendments, by shareholders to enable the de-merger of KFHL from the company to be implemented:
1. ORDINARY RESOLUTION NUMBER 1
"RESOLVED THAT, Messrs Deloitte & Touche, Chartered Accountants (Zimbabwe), or failing them for any reason, any other firm of Chartered Accountants nominated by the Chairman of the meeting, 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."
2. ORDINARY RESOLUTION NUMBER 2
"RESOLVED THAT the following three resolutions passed by shareholders at the Company's Extraordinary General Meeting held on Monday 22 June 2009 be and are hereby rescinded:
2.1 ORDINARY RESOLUTION 1
THE DISPOSAL OF 234 046 621 KINGDOM FINANCIAL HOLDINGS LIMITED ("KFHL") ISSUED SHARES TO KFHL FOR CANCELLATION
That the Directors of the Company be and are hereby authorised to transfer to KFHL, at nominal value, 234 046 621 KFHL ordinary shares for cancellation.
2.2 ORDINARY RESOLUTION 2
DISTRIBUTION OF KFHL SHARES
That simultaneously with the proposed listing of KFHL, the Directors of the Company be and are hereby authorised to distribute by way of a dividend in specie to all Meikles' shareholders all the 245 374 791 issued shares of KFHL remaining after the proposed transfer of 234 046 621 KFHL shares to KFHL for cancellation, using a distribution ratio of 1 KFHL share for every 1 Meikles share held.
2.3 ORDINARY RESOLUTION 3
LISTING OF KINGDOM FINANCIAL HOLDINGS LIMITED ON ZIMBABWE STOCK EXCHANGE ("ZSE")
That simultaneously with the distribution of the proposed dividend in specie, the Directors of the Company be and are hereby authorised to list all the issued shares of Kingdom Financial Holdings Limited on the ZSE by way of an introduction."
3. ORDINARY RESOLUTION NUMBER 3
"RESOLVED that the Board of Directors of the Company are hereby authorised to distribute all of the shares held by the Company in Kingdom Financial Holdings Limited (a wholly owned subsidiary of the Company), by way of a dividend in specie, to all the Company's shareholders pro rata to their shareholdings in the Company on the date specified by the Directors as the record date in respect of such distribution."
4. ORDINARY RESOLUTION NUMBER 4
"RESOLVED THAT the Directors of the Company are hereby authorised to transfer an amount of US$71 000 000.00 (Seventy-One Million United States Dollars) from the Company's non distributable reserves to the Company's distributable reserves, to enable the Company to distribute by way of a distribution in specie all the shares held by the Company in Kingdom Financial Holdings Limited to the Company's shareholders."
For and on behalf of
BOARD OF DIRECTORS
26 August 2010