KINGDOM MEIKLES LIMITED
(incorporated in the Republic of Zimbabwe)
(Registration number 1/37)
('Meikles' or 'the Company')
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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')
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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: +263-4-759660/9
Telefax: +263-4-2912729/20
London
Computershare Services PLC
P O Box 82, The Pavilions
Bridgwater, Bristol, BS99 7NH, England
Telefax: +44-870-703 0005
Telefax: +263-4-2912729/20
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:
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Number of Votes |
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For |
Against |
Abstain |
Ordinary resolution number 1 - Appointment of Scrutineers nominated by the Chairman |
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Ordinary resolution number 2 - Removal of Mr N M K Chanakira |
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Ordinary resolution number 3 - Removal of Mr C M Jokonya |
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Ordinary resolution number 4 - Removal of Ms S P Bango |
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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 |
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Ordinary resolution number 6 - Authorisation of the Chairman to sign all documents relating to resolutions 1 to 5 |
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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).
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Notes to the form of proxy
INSTRUCTIONS FOR SIGNING AND LODGING THIS FORM OF PROXY
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