Notice of AGM

MEIKLES LIMITED 6th Floor, 99 Jason Moyo Avenue, Harare, Zimbabwe Tel: +263 4 252068-71, Fax: + 263 4 252065/7 Email: [email protected] NOTICE OF MEETING Notice is hereby given that the seventy-sixth ANNUAL GENERAL MEETING of theshareholders of Meikles Limited in respect of the period ended 31 March 2013will be held in the Mirabelle, Ground Floor, Meikles Hotel, 3rd Street, Harareon 20 August 2013 at 08.30 am to conduct the following business: ORDINARY BUSINESS To receive and adopt the Group Financial Statements for the year ended 31 March2013 and the reports of the Directors and Auditors. To consider the re-appointment of the following Director who retires byrotation and being eligible offers himself for re-election: Rugare Chidembo To consider the re-appointment of the following Director who retires byrotation and being eligible offers himself for re-election: Mark Leonard Wood To confirm Directors' fees amounting to US$35 125 for the year ended 31 March2013. To appoint auditors for the year ending 31 March 2014 and to approve theAuditors' fees of US$109 882 for the year ended 31 March 2013. Messrs Deloitte & Touche, auditors for the year ended 31 March 2013, haveindicated their willingness to continue in office. That 15 581 490 unissued shares of the Company be placed under the control ofthe Directors who shall have the authority to issue the shares to the MeiklesLimited Employee Share Ownership Trust on such terms and conditions as theydeem fit, provided that the shares shall be issued at a price calculated on thebasis of the weighted average price of Meikles Limited shares over the thirty(30) days prior to the date of issue. SPECIAL BUSINESS That the Company's business shall now includes mining resources. A P LANE-MITCHELL Secretary 3 June 2013 Directors: JRT Moxon (Executive Chairman*); R Chidembo; B Chimhini*; O Makamba *; K Ncube*; ML Wood* *Executive F O R M O F P R O X Y I/We______________________________________________________________________________________ (Name/s in block letters) being a member of Meikles Limited, andentitled to________________________________________________________________________________votes herebyappoint __________________________________ of____________________________________ ______________________________________________________________________________________ orfailing him/her ________________________________ of_____________________________________ ______________________________________________________________________________________ or failing him/her the Chairman of the meeting as my/our proxy to attend andspeak for me/us and on my/our behalf at the annual general meeting of theCompany to be held in Harare on 20 August 2013 at 8:30 am and at anyadjournment thereof and to vote or abstain from voting. Any member of the Company entitled to attend and vote at the meeting mayappoint a proxy or proxies to attend, speak and vote in his stead. A proxyneed not be a member of the Company. Every person present and entitled to vote at a general meeting shall, on a showof hands, have one vote only, but in the event of a poll, every share shallhave one vote. Please read the notes appearing on the reverse hereof. Signed at _____________________________________ on__________________________________2013 Signature(s)______________________________________________________________________________________ Assisted by me______________________________________________________________________________________ Full name(s) of signatory/ies if signing in a representative capacity (see note2) (please use block letters) INSTRUCTIONS FOR SIGNING AND LODGING THIS FORM OF PROXY A deletion of any printed matter and the completion of any blank spaces neednot be signed or initialled. Any alteration or correction must be initialledby the signatory/ies. The Chairman shall be entitled to decline to accept the authority of a personsigning the proxy form: under a power of attorney on behalf of a company unless that person's power of attorney or authority isdeposited at the offices of the Company's Zimbabwe transfer secretaries or theLondon transfer secretaries not less than 48 hours before the meeting. If two or more proxies attend the meeting then that person attending themeeting whose name appears first on the proxy form and whose name is notdeleted, shall be regarded as the validly appointed proxy. When there are joint holders of shares, any one holder may sign the form ofproxy. In the case of joint holders, the senior who tenders a vote will beaccepted to the exclusion of other joint holders. Seniority will be determinedby the order in which names stand in the register of members. The completion and lodging of this form of proxy will not preclude the memberwho grants this proxy form from attending the meeting and speaking and votingin person thereat to the exclusion of any proxy appointed in terms hereofshould such member wish to do so. In order to be effective, completed proxy forms must reach the Company'sZimbabwe and London transfer secretaries not less than 48 hours before the timeappointed for the holding of the meeting. Please ensure that the name(s) of the member(s) on the form of proxy and thevoting form are exactly the same as those on the share register. Please be advised that the number of votes to which a member is entitled isdetermined by the number of shares recorded in the share register 48 hoursbefore the time appointed for the holding of the meeting. OFFICE OF THE ZIMBABWE TRANSFER OFFICE OF THE LONDON TRANSFERSECRETARIES SECRETARIES ZB Bank Limited Computershare Services PLC P.O. Box 82First Floor ZB CentreCorner First Street / Kwame Nkrumah Ave The PavilionsP.O Box 2540 Bridgwater Harare Bristol BS99 7NH Telephone +44-870-702 0001Zimbabwe Telefax +44-870-703 0005 Telephone 263-4-759660/9 Bristol 263-4-2912729/20 England