Meikles : AGM Notice

NOTICE OF MEETING

Notice is hereby given that the eighty-fifth ANNUAL GENERAL MEETING of members of Meikles Limited will be held virtually by electronic means on 5 December 2022 at 09.00 hours:

ORDINARY BUSINESS

1. CONSOLIDATED FINANCIAL STATEMENTS AND REPORTS
   To receive, consider and adopt the Group Financial Statements for the year ended 31 March 2022 together with reports of the Directors and Auditors thereon.
2. DIRECTORATE

2.1 To consider the re-appointment of the following Director who retires by rotation and being eligible offers himself for re-election:

• Rugare Chidembo

2.2 To consider the re-appointment of the following Director who retires by rotation and being eligible offers himself for re-election:

• Catherine Charmaine Chitiyo

2.3 To consider the re-appointment of the following Director who retires by rotation and being eligible offers himself for re-election:

• Stewart Andrew Cranswick

2.4 To consider the re-appointment of the following Director who retires by rotation and being eligible offers himself for re-election:

• Simon James Hammond

1. To confirm Directors' fees amounting to ZWL 42,392,000 for the year ended 31 March 2022.

3. AUDITOR'S FEE AND APPOINTMENT OF AUDITORS

1. To approve the outgoing auditors' fees of ZWL 33,548,000 and ZWL 69,265,000 for the Company and the Group respectively for the year ended 31 March 2022.
2. To appoint Messrs. Ernst and Young as the Auditors of the Company and Group for the year ending 28 February 2023.

Note 1: The Group has adopted the requirements of the Companies and Other Business Entities Act [Chapter 24:31]:

Section 191 (11) and the ZSE Listing Requirements (Statutory Instrument 134/2019): Section 69 (6) from the date of enactment. Messrs. Deloitte and Touche have been auditors of the Company for more than 10 years. Deloitte and Touche stepped down as the Auditors of the Company, in view of the requirements of Section 69(6) of the ZSE Listing Requirements. The Board of Directors recommends the appointment of Messrs. Ernst and Young as the new Auditors of the Company for the ensuing financial year.

SPECIAL BUSINESS

1. DELISTING FROM THE LONDON STOCK EXCHANGE

To consider, and if deemed fit to pass, with or without modification, the resolutions set out below:

1.1.That the Company cancels the listing of its 4,556,899 ordinary shares (the "shares") on the Official List of the Financial Conduct Authority and the trading on the Main Market of the London Stock Exchange plc ("LSE").

1.2.That the Directors of the Company be and are hereby authorised to do all such things required to delist the Company's shares from LSE.

Note 2: In terms of the Companies and Other Business Entities Act [Chapter 24:31] a member entitled to attend and vote at a meeting is entitled to appoint a proxy to attend and vote on a poll and speak in his stead. A proxy need not be a member of the Company and shall not be a director or officer of the Company. Proxy forms must be lodged with the secretary not less than forty-eight (48) hours before the time of holding of the meeting.

By order of the Board

T MPOFU

COMPANY SECRETARY

14 November 2022

LOGIN INSTRUCTIONS

May you please ensure that you have downloaded the ZOOM application and follow the login instructions below:

Meeting ID: 863 8656 9286

1. Password: Shareholders to contact the Transfer Secretaries on the following numbers [phone] and [phone].
2. Write your username on Zoom in the format below:

XXXXXX SHAREHOLDER NAME

Where XXXXXX is your shareholder number.

If you have any challenges, kindly contact us on [phone] and [phone]

FORM OF PROXY

For the Eighty-Fifth Annual General Meeting of the Members of Meikles Limited to be held virtually on 5 December 2022.

I/We ______________________________________________________________________________

(Name/s in block letters)

of _________________________________________________________________________________

being the holder of __________________ shares in the Company hereby appoint

1. _________________________ of ____________________________________________________
   or failing him/her
2. _________________________ of ____________________________________________________

As my/our proxy to act for me/us at the AGM for the purpose of considering and, if deemed fit, passing, with or without modification, the resolutions to be proposed thereat, and at each adjournment 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:

Resolution	For	Against	Abstain
Ordinary Resolution number 1
To receive, consider and adopt the financial statements for the year ended 31 March
2022 together with the reports of the Directors and Auditors thereon.
Ordinary Resolution number 2
2.1 To consider the re-appointment of the following Director who retires by rotation
and being eligible offers himself for re-election:
• Rugare Chidembo
Ordinary Resolution number 2
2.2 To consider the re-appointment of the following Director who retires by rotation
and being eligible offers himself for re-election:
• Catherine Charmaine Chitiyo
Ordinary Resolution number 2
2.3 To consider the re-appointment of the following Director who retires by rotation
and being eligible offers himself for re-election:
• Stewart Andrew Cranswick
Ordinary Resolution number 2
2.4 To consider the re-appointment of the following Director who retires by rotation
and being eligible offers himself for re-election:
• Simon James Hammond
Ordinary Resolution number 2
2.5 To confirm Directors' fees amounting to ZWL 42,392,000 for the year ended 31
March 2022.
Ordinary Resolution number 3
3.1 To approve the auditors' fees of ZWL 33,548,000 and ZWL 69,265,000 for the
Company and the Group respectively for the year ended 31 March 2022.
Ordinary Resolution number 3
3.2 To appoint Messrs. Ernst and Young as the Auditors of the Company and Group for
the year ending 28 February 2023.
Special Business
Delisting from the London Stock Exchange
1.1. That the Company cancels the listing of its 4,556,899 ordinary shares (the
"shares") on the Official List of the Financial Conduct Authority and the trading on the
Main Market of the London Stock Exchange plc ("LSE").
1.2. That the Directors of the Company be and are hereby authorised to do all such
things required to delist the Company's shares from LSE.

Every person present and entitled to vote at the AGM shall, on a show of hands, have one vote only, but in the event of a poll, every share shall have one vote.

Please read the notes appearing on the reverse hereof.

Signed at _____________________________ on ______________________________________ 2022

Signature(s) _________________________________________________________________________

Assisted by me __________________________________________________

Full name(s) of signatory/ies if signing in a representative capacity (see note 2) (please use block letters)

INSTRUCTIONS FOR SIGNING AND LODGING THIS FORM OF PROXY

1. In terms of the Companies and Other Business Entities Act, a Member entitled to attend and vote at a meeting is entitled to appoint a proxy to attend and vote on a poll and speak in his or her stead. No Director or Officer of the company may be appointed as a proxy for a Member. A proxy need not be a member of the Company.
2. A deletion of any printed matter and the completion of any blank spaces need not be signed or initialed. Any alteration or correction must be initialed by the signatory/ies.
3. The Chairman shall be entitled to decline to accept the authority of a person signing the proxy form:
4. 1. Under a power of attorney
   2. On behalf of a company

unless that person's power of attorney or authority is deposited at the offices of the Company's Zimbabwe transfer secretaries, not less that forty-eight (48) hours before the meeting.

1. If two or more proxies attend the meeting then that person attending the meeting whose name appears first on the proxy form and whose name is not deleted, shall be regarded as the validly appointed proxy.
2. When there are joint holders of shares, any one holder may sign the form of proxy. In the case of joint holders, the senior who tenders a vote will be accepted to the exclusion of other joint holders. Seniority will be determined by the order in which names stand in the register of members.
3. The completion and lodging of this form of proxy will not preclude the member who grants this proxy form from attending the meeting and speaking and voting in person thereat to the exclusion of any proxy appointed in terms hereof should such member wish to do so.
4. In order to be effective, completed proxy forms must reach the Company's transfer secretaries not less than 48 hours before the time appointed for the holding of the meeting.
5. Please ensure that name(s) of the member(s) on the form of proxy and the voting form are the same as those on the share register.
6. Please be advised that the number of votes to which a member is entitled is determined by the number of shares recorded in the share register 48 hours before the time appointed for the holding of the meeting.

OFFICE OF THE ZIMBABWE TRANSFER SECRETARIES

ZB Transfer Secretaries

21 Natal Road

Avondale

P O Box 2540

Harare

Zimbabwe

Telephone [phone]

Directors: JRT Moxon (Chairman); R Chidembo; CC Chitiyo; SP Cranswick; SJ Hammond; MJS Moxon*; JA Mushore; T Muzvagwandoga*; MR Mycroft*; K Ncube* *Executive