MEIKLES: Results of the Extraordinary General Meeting

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MEIKLES: Results of the Extraordinary General Meeting

  1. NOTICE AND QUORUM
  2. There being greater than three members personally present the Extra-Ordinary general meeting was declared to have been duly constituted. Notice of the Extraordinary General Meeting was notified to shareholders in the press on Monday 6 September 2010 and posted to shareholders from 13 September 2010. The notice was taken as read.

  3. SUMMARY OF MEETING EVENTS
  4. The EGM considered and passed the following resolutions. Please see C – F below for full details:-

    1. APPROVED Ordinary resolution number 1 appointing Messrs Deloitte and Touche, Chartered Accountants (Zimbabwe).
    2. RESCINDED in Ordinary Resolution number 2 the following three resolutions passed by shareholders at the Company’s Extraordinary General Meeting held on Monday, 22 June 2009:-
      1. The disposal of 234,046,621 Kingdom Financial Holdings Limited (“KFHL”) issued share to KFHL for cancellation.
      2. Distribution of KFHL shares.
      3. Listing of Kingdom Financial Holdings Limited on the Zimbabwe Stock Exchange (“ZSE”)
    3. APPROVED amended Ordinary Resolution Number 3 that subject to the fulfillment of the conditions precedent in the Circular by 13 February 2011 or by any extension date agreed by the Company’s Board that the Board is authorised to distribute by way of a dividend in specie to all Meikles’ shareholders all the shares held by the Company in Kingdom Financial Holdings Limited pro rata to their shareholdings in the Company.
    4. APPROVED amended Ordinary Resolution Number 4

  5. ORDINARY RESOLUTION NUMBER 1
  6. SHAREHOLDERS UNANIMOUSLY APPOINTED Messrs Deloitte & Touche, Chartered Accountants (Zimbabwe), to count the votes cast by members at the EGM and that the results of the voting as determined by them would be final and binding in the absence of any manifest error.

  7. ORDINARY RESOLUTION NO. 2:
  8. SHAREHOLDERS UNANIMOUSLY RESOLVED TO RESCIND the following three resolutions passed by shareholders at the Company’s Extraordinary General Meeting held on Monday, 22 June 2009:-

    1. ORDINARY RESOLUTION 1 RESCINDED
    2. 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.

    3. ORDINARY RESOLUTION 2 RESCINDED
    4. 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.

    5. ORDINARY RESOLUTION 3 RESCINDED
    6. 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.”

  9. ORDINARY RESOLUTION AMENDING RESOLUTIONS 3 AND 4
  10. Shareholders unanimously passed the following amendments to Ordinary Resolutions 3 and 4:

    Resolution 3 was amended by the insertion of the following wording after RESOLVED THAT :

    ” subject to the fulfillment, by 13 February 2011 or by any extension to this fulfillment date which this resolution authorizes the Company’s Board to make at its discretion, of the conditions precedent in sub clause 1.2 of the circular sent to shareholders on 13 September 2010 …..”

    And Resolution 4 was amended by the insertion of the following wording after RESOLVED THAT:

    ” subject to the fulfillment of the condition precedent in resolution number 3…”

  11. ORDINARY RESOLUTION 3
  12. THE SHAREHOLDERS UNANIMOUSLY PASSED AND ADOPTED amendments to Ordinary Resolution Number Three as follows:-

    RESOLUTION 3 BEFORE THE AMENDMENT
    “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.”

    RESOLUTION 3 AFTER THE AMENDMENT (AND SUBSEQUENTLY ADOPTED)
    “RESOLVED THAT subject to the fulfilment, by 13 February 2011 or by any extension to this fulfilment date which this resolution authorises the Company’s Board to make at its discretion, of the conditions precedent in sub clause 1.2 of the circular sent to shareholders on 13 September 2010 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.”

  13. ORDINARY RESOLUTION 4
  14. THE SHAREHOLDERS UNANIMOUSLY PASSED AND ADOPTED amendments to Ordinary Resolution Number Four as follows:-

    RESOLUTION 4 BEFORE THE AMENDMENT
    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.”

    RESOLUTION 4 AFTER THE AMENDMENT (AND SUBSEQUENTLY ADOPTED)
    “RESOLVED THAT subject to the fulfilment of the condition precedent in resolution number 3 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.”

  15. CLOSURE OF THE MEETING
  16. There being no other business the Chairman declared the meeting concluded.

    ANDREW LANE MITCHELL
    COMPANY SECRETARY
    13 OCTOBER 2010

2016-12-10T18:13:39+00:00 October 14th, 2010|Corporate announcements|0 Comments

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