MEIK.zw | Results of Annual General Meeting

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MEIK.zw | Results of Annual General Meeting

Results of the Annual General Meeting held on 15 August 2012:

Shareholders are advised that:

Ordinary Business

Ordinary Resolution Number 1: To receive and adopt the Group Financial Statements for the year ended 31 March 2012 and the reports of the Directors and Auditors was unanimously passed by shareholders.

Ordinary Resolution Number 2: To consider the re-appointment of the following Director who retires by rotation and being eligible offers himself for re-election:
Bissett Chimhini.
Ordinary Resolution Number 2 was unanimously passed by shareholders.

Ordinary Resolution Number 3: To consider the re-appointment of the following Director who retires by rotation and being eligible offers himself for re-election:
Onias Makamba
Ordinary Resolution Number 3 was unanimously passed by shareholders.

Ordinary Resolution Number 4: To confirm Directors’ fees amounting to US$23 646.00 for the year ended 31 March 2012 was unanimously passed by shareholders.

Ordinary Resolution Number 5: To appoint auditors for the year ending 31 March 2013 and to approve the Auditors’ fees of US$97 652.00 for the year ended 31 March 2012.
Messrs Deloitte & Touche’s reappointment was unanimously passed by shareholders and their fees for the past year audit were unanimously approved.

Ordinary Resolution Number 6: That 15 581 490 unissued shares of the Company be placed under the control of the Directors who shall have the authority to issue the shares to the Meikles Limited Employee Share Ownership Trust on such terms and conditions as they deem fit, provided that the shares shall be issued at a price calculated on the basis of the weighted average price of Meikles Limited shares over the thirty (30) days prior to the date of issue was unanimously passed by shareholders.

Special Business

Special Resolution Number 1: That the articles of association of the company be amended by the following:
“THAT the Board be and is hereby authorised to amend Articles 135 and 136 by the addition of the highlighted words so that the articles read as follows:

135. Each dividend and any interest or other monies payable to the registered holder of shares may be paid by means of an electronic transfer to a member’s bank account, or by cheque, warrant, coupon or otherwise, as the Directors may from time to time determine, which may be transferred to the last furnished banking details, and may if paid otherwise than by coupon, be sent by post to the last registered address of the member entitled thereto, or any other banking details, or to any other person or address requested by him, or in the case of joint holders to that one of them first named in the Register in respect of such joint holdings; and the payment through the furnished banking detailsor such cheque or warrant, if purporting to be duly endorsed, or the surrender of any coupons, shall be a good discharge to the Company in respect thereof.

136. The Company shall not be responsible for the loss in transmission of any electronic transfer or cheque, warrant or other document sent through the post to the registered address of any member whether or not at his request. In addition, the Company shall not be responsible for the loss or delays in the electronic transfer due to incomplete and or incorrect details furnished by a member.”

“THAT the Board be and is hereby authorised to amend Article 144 by its deletion and substitution thereof with the following:

144. A soft copy of every Balance Sheet (including every document required by the Statutes to be attached thereto) or a hard copy on request which is to be laid before the Company in general meeting shall, pursuant to the provisions of the statutes, be delivered by electronic means to the registered e-mail address of every member or sent by post to the registered address of every member or debenture holder of the Company or other person entitled to receive notices of general meetings of the Company, including the Zimbabwe Stock Exchange and the Stock Exchange, London, at the same time in the same name as notices of ordinary meetings are given to members in terms of the provisions of Regulation 64 of these Articles; provided that the Regulation shall not require a copy of these documents to be sent to any person of whose address the Company is not aware, or to more than one of the joint holders of any shares or debentures. Soft copies of the Directors’ report accompanied by soft copies of the statement of financial position and statement of comprehensive income and all other documents required to be annexed to the statement of financial position shall at least fourteen days before each meeting be delivered by electronic means to the registered e-mail address of every member. The publication of the said statements and accompanying documents on the Company’s website address and the sending of such documents by e-mail from the Group Legal Corporate Secretary’s Desk or such other designated person shall be deemed sufficient delivery to members. (A printed copy of the Directors’ report, accompanied by printed copies of the statement of financial position sheet and a statement of comprehensive income and of all other documents required to be annexed to the statement of financial position, shall at least, fourteen days before each meeting be delivered by electronic means or if so requested, sent by post to the registered address of the requisitioning member.)”

“THAT the Board be and is hereby authorised to amend Article 147 by its deletion and substitution thereof with the following:

147. A notice may be served by the Company upon any member whether by electronic means, personally or by sending it through the post in a prepaid letter, envelope or wrapper addressed to such member at his registered address or e-mail address.”

“THAT the Board be and is hereby authorised to amend Article 148 by the addition of the highlighted words so the article reads as follows:-

148. Any member may notify in writing to the Company an address, including an e-mail address, which address shall be deemed his registered address, within the meaning of the last preceding Regulation and if he has not named such an address he shall be deemed to have waived his right to be served with notices.”

“THAT the Board be and is hereby authorised to amend Article 149 by the addition of the highlighted words so that the articles reads as follows:

149. Any notice to be given by advertisement to the members in addition to the notice to be given to them under Regulation 147. shall, subject to the provisions of the Statutes, be published in such leading Zimbabwean daily newspaper or newspapers and in at least one leading London daily newspaper and in such daily newspaper or newspapers circulating in the District in which any Branch or duplicate Register of Transfer Office has been established as the Directors may determine and on the Company’s web site.”

“THAT the Board be and is hereby authorised to amend article 151 by the addition of the highlighted words so that the articles read as follows:-

151. Any notice sent by the Company by post shall be deemed to have been served on the day on which the notice was sent by electronic means to the registered e-mail address of the member or on the day on which the letter, envelope or wrapper containing the same is posted and in proving such service, it shall be sufficient to prove that the correct e-mail address was used or that the letter, envelope or wrapper containing the notice was properly addressed and posted.”

“THAT the Board of Directors be and is hereby authorised to amend the Articles of Association by the deletion of the words “balance sheet and profit and loss account” wherever they appear and substitution thereof with the words ‘Statement of financial position and statement of comprehensive income’ respectively.”

Special Resolution Number 1 was unanimously passed by shareholders.

Notice of the results of the Extraordinary General Meeting held on 15 August 2012

Shareholders are advised that:
Special Resolution Number 1: That the Company provides financial assistance to “the Share Purchase Scheme 2011” (“the Scheme”), to enable the Scheme’s participants’ share holding company (“the holding company”) to finance the purchase of up to a maximum of 24 million shares in the Company from the market at market prices. The participants in the holding company include the Company’s directors, B Chimhini, R Chidembo, O Makamba, K Ncube and ML Wood was unanimously passed by shareholders.

Special Resolution Number 2: That the Company provides financial assistance to the Meikles Limited Employee Share Ownership Trust (“the Trust”) to enable the Trust to finance the subscription of up to a maximum of 24 million shares in the Company

[of which 8 418 510 shares have been issued] at a subscription price calculated on the basis of the weighted average of Meikles Limited shares over the thirty (30) days prior to the issue was unanimously passed by shareholders.

Company Secretary
Meikles Limited

15 August 2012

2016-12-10T18:13:36+00:00 August 29th, 2012|Corporate announcements|0 Comments

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