MIK Meikles Limited

MEIKLES LIMITED

NOTICE OF MEETING

Notice is hereby given that the seventy-ninth ANNUAL GENERAL MEETING of the shareholders of Meikles Limited in respect of the year ended 31 March 2016 will be held at Parklands, 26 Greenhithe Lane, Borrowdale, Harare on Wednesday, 17 May 2017 at 09.00 am to conduct the following business:

ORDINARY BUSINESS

1. To receive and adopt the Group Financial Statements for the year ended 31 March 2016 and the reports of the Directors and Auditors.

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

Rugare Chidembo

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

Kazilek Ncube

4. To confirm Directors’ fees amounting to US$30,888 for the year ended 31 March 2016.

5. To approve the auditors’ fees of US$106,000 for the year ended 31 March 2016.

6. To appoint auditors for the year ending 31 March 2017.  Messrs Deloitte & Touche, auditors for the year ended 31 March 2016, have indicated their willingness to continue in office.

By order of the Board

26 April 2017

FORM OF PROXY

I/We   ___________________________________________________________________________

(Name/s in block letters)

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 and speak for me/us and on my/our behalf at the seventy-ninth annual general meeting of the Company to be held at Parklands, 26 Greenhithe Lane, Borrowdale, Harare on Wednesday, 17 May 2017 at 09.00 am and at any adjournment thereof and to vote or abstain from voting.

Any member of the Company entitled to attend and vote at the meeting may appoint a proxy or proxies to attend, speak and vote in his stead.  A proxy need not be a member of the Company.

Every person present and entitled to vote at a general meeting 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 ____________________________2017

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. 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 a person 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 offices of the Company’s Zimbabwe transfer secretaries or the London 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 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 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.