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:
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:
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:
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:
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:
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:
- 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];
- The authority in terms of this resolution shall expire on the
date of the next Annual General Meeting;
- 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;
- 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