Result of EGM
October 14 2010 - 9:23AM
UK Regulatory
TIDMMIK
MEIKLES LIMITED
RESULTS OF THE EXTRAORDINARY GENERAL MEETING
13 October 2010
A. NOTICEAND QUORUM
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.
B. SUMMARY OF MEETINGEVENTS
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 RESCINDED in Ordinary Resolution number 2 the following three resolutions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:-
i. The disposal of 234,046,621 Kingdom Financial Holdings Limited ("KFHL")
issued share to KFHL for cancellation.
ii. Distribution of KFHL shares.
iii. 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
C. ORDINARY RESOLUTION NUMBER 1
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.
D. ORDINARY RESOLUTION NO. 2:
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 1RESCINDED
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.
1. ORDINARY RESOLUTION 2RESCINDED
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.
2. ORDINARY RESOLUTION 3RESCINDED
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."
E. ORDINARY RESOLUTION AMENDING RESOLUTIONS 3 AND 4
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...
"
F. ORDINARY RESOLUTION 3
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)
[DEL::DEL]"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 ."
G. ORDINARY RESOLUTION 4
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."
H. CLOSURE OF THE MEETING
There being no other business the Chairman declared the meeting concluded.
ANDREW LANE MITCHELL
COMPANY SECRETARY
13 OCTOBER 2010
END
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