Notice of EGM

MEIKLES LIMITED NOTICE OF AN EXTRAORDINARY GENERAL MEETING ("EGM") Notice is hereby given that an extraordinary general meeting of Meikles Limitedwill be held in the Stewart Room, Meikles Hotel, Third Street, Harare at09.00am on Wednesday, 27 November 2013, for the purpose of considering and, ifdeemed fit, passing without modification, the following resolutions PREAMBLE A. At an Extraordinary General Meeting held on 18 August 2011 shareholders approved that 24,000,000 unissued shares 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 ("The Trust"). The 24,000,000 unissued shares constitutes 8.91% of the issued share capital of the Company. The Ministry of Youth Development, Indigenisation and Empowerment have approved the Company's provisional Indigenisation Implementation Plan on the condition that ten per cent (10%) of the issued share capital be issued to the Trust. To meet this condition, a further 4,000,000 shares need to be issued to the Trust in addition to the shares already authorised to be issued as per the 20 August 2013 Annual General Meeting. So, in total 19,581,490 shares will be placed under the control of the directors. This total together with the 8,418,510 shares already issued to the Trust will constitute 10% of the Company's issued share capital. B. At an Extraordinary General Meeting held on 15 August 2012 shareholders approved the Company providing financial assistance to the Trust and to the Share Purchase Scheme - 2011 ("The Scheme") for both to purchase up to 24 million shares in the Company. To date finance has been secured for the Trust to purchase 8,418,510 shares in the Company and for the scheme to purchase 12,812,381 shares in the Company. It has not been possible to secure additional financing for both the Trust and the Scheme to purchase their full entitlement. Shareholder approval is now being sought for the Company to finance the purchase of the balance of both the Trust and the Scheme's shares in the Company. This assistance will only be extended when the Company's funds on deposit with the Reserve Bank of Zimbabwe ("RBZ") are repaid. As a Special Resolution No. 1 That a further 4,000,000 unissued shares of the company be placed under thecontrol of the directors who shall have the authority to issue the shares tothe Meikles Limited Employee Share Ownership Trust on such terms and conditionsas they deem fit, provided that the shares be issued at a price calculated onthe basis of the weighted average price of Meikles Limited shares over thethirty (30) days prior to the date of issue. As a Special Resolution No. 2 The Company provides direct financial assistance in the form of loan funding tothe Meikles Limited Employee Share Ownership Trust ("The Trust") to enable theTrust to finance the subscription of up to a maximum of 28,000,000 shares inthe Company (of which 8,418,510 shares have been issued) at a subscriptionprice calculated on the basis of the weighted average of Meikles Limited sharesover thirty (30) days prior to the issue, subject to the Company only providingsuch direct financial assistance in the form of loan funding when the Company'sfunds on deposit with the Reserve Bank of Zimbabwe ("RBZ") are repaid by theRBZ. As a Special Resolution No. 3 The company provides direct financial assistance in the form of loan funding tothe Share Purchase Scheme - 2011 ("The Scheme") to enable The Scheme'sparticipants' share holding company to finance the purchase of 11,187,619shares in the Company from the market at market prices, subject to the Companyonly providing such direct financial assistance in the form of loan fundingwhen the Company's funds on deposit with the Reserve Bank of Zimbabwe ("RBZ")are repaid by the RBZ. by order of the board A P Lane-MitchellSecretary16 October 2013 Registered Office 6th Floor, 99 Jason Moyo AvenueHarareZimbabwe Note 1. Any person entitled to attend and vote at the meeting is entitled to appoint a proxy to attend, speak and vote in his stead. A proxy need not be a member of the Company. 2. Any instrument appointing a proxy must be lodged at the registered office of the Company in Harare or with the United Kingdom registrars forty-eight hours before the meeting. MEIKLES LIMITED (incorporated in the Republic of Zimbabwe) FORM OF PROXY I/We (Name/s in block letters) Of being a member of Meikles Limited and entitled to votes hereby appoint of or failing 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 Extraordinary General Meeting ofthe Company to be held in Harare on Wednesday, 27 November 2013 at 09.00 am andat any adjournment 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 proxy neednot 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 1. A deletion of any printed matter and the completion of any blank spaces need not be signed or initialled. Any alteration or correction must be initialled by the signatory/ies. 2. The Chairman shall be entitled to decline to accept the authority of aperson signing the proxy form: a. under a power of attorney b. on behalf of a company unless that person's power of attorney or authority is deposited at the officesof the Company's Company Secretary or Zimbabwe transfer secretaries or theLondon transfer secretaries not less than 48 hours before the meeting. 3. 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. 4. 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. 5. 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. 6. In order to be effective, completed proxy forms must reach the Company's Company Secretary or Zimbabwe or London transfer secretaries not less than 48 hours before the time appointed for the holding of the meeting. 7. Please ensure that the name(s) of the member(s) on the form of proxy and the voting form are exactly the same as those on the share register. 8. Please be advised that the number of votes a member is entitled is determined by the number is shares recorded in the share register 48 hours before the time appointed for the holding of the meeting. OFFICE OF THE ZIMBABWE OFFICE OF THE LONDON OFFICE OF THE COMPANY SECRETARYTRANSFER SECRETARIES TRANSFER SECRETARIES 6th FloorZB Bank Limited Computershare Services PLC 99 Jason Moyo AvenueGround floor ZB Centre, P.O. Box 82 P O Box 3598Corner First Street / KwameNkrumah Avenue The Pavilions Telephone 263-4-252068-78 P.O Box 2540 Bridgwater Harare Telephone 263-4 -796842/44 Bristol BS99 7NH Zimbabwe263-4-759660/9 Telephone 44-870-702263-4-2912729/20 0001 Harare London Zimbabwe England