Meikles Ld Notice of AGM
12 11월 2020 - 4:00PM
UK Regulatory
TIDMMIK
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.
2. To consider the re-appointment of the following Director who
retires by rotation and being eligible offers himself for
re-election:
* Mr Rugare Chidembo
3. To consider the re-appointment of the following Director who
retires by rotation and being eligible offers himself for
re-election:
* Mr Kazilek Ncube
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:
* Ms Cathrine Chitiyo
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:
* Mr Stewart Cranswick
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:
* Mr Simon Hammond
7. To approve Directors' fees amounting to ZWL1,161,128 for the
year ended 31 March 2020.
8. To approve the auditors' fees of ZWL1,510,543 for the year
ended 31 March 2020.
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:
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).
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).
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).
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;
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;
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
END
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November 12, 2020 02:00 ET (07:00 GMT)
Meikles (LSE:MIK)
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Meikles (LSE:MIK)
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