ZimNRG plc
LSE : ZIMO

November 02, 2009 05:46 ET

Notice of AGM

Dear Shareholder,

ANNUAL GENERAL MEETING

You  will  find  a Notice of Annual General Meeting of the Company, which is to be  held  on  27th
November,  2009,  set  out at the end of this document.  The Notice specifies  the  terms  of  the
resolutions to be proposed at the Annual General Meeting and this letter explains them more fully.

A  copy of the Annual Report and Accounts for the period ended 28th February 2009 is enclosed with
this notice.

A  form of proxy for the Annual General Meeting is enclosed separately and should be completed and
returned  as soon as possible.  To be valid, forms of proxy should be returned so as to reach  the
Company  Secretary as soon as possible and, in any event, so as to arrive not later than 48  hours
before the time appointed for holding the meeting.


ORDINARY BUSINESS


As ordinary business the Meeting will consider resolutions:

    1.      receiving, considering and adopting the Annual report and financial statements for the
        year ended 28 February 2009,

    2.      re-elect Jonathan de Thierry as a Director, who has voluntarily retired by rotation and
        offers himself for re-election,

    3.      reappointing Edwards Veeder (Oldham) LLP as auditors and authorising the Directors to fix
        their remuneration

    4.      Allowing the Directors of the Company to continue to pursue the Investment Strategy of the
        Company as set out in the Offer Document dated 30 June 2006


SPECIAL BUSINESS
In addition there are 2 items of special business:

RESOLUTION 5 - AUTHORITY TO ALLOT

Resolution  5 gives the Directors general authority, in substitution for all existing authorities,
to  allot  shares in the capital of the Company up to an aggregate nominal amount of GBP 21,600.03
representing  not  more  than 10% of the total issued share capital of  the  Company  as  at  26th
October,  2009  (being a date not more than one month prior to the date of  this  circular).   The
authority  will  expire on the earlier of the date of the Annual General Meeting  in  2010  or  15
months  following  the  passing  of this resolution.  There is no present  intention  to  use  the
authority other than as required to issue shares to executive directors in lieu of salary, and  in
connection with exploiting acquisition opportunities.

In  the  event  that a larger issue of shares is recommended the directors in order to  pursue  an
investment opportunity, the shareholders will be requested to approve such allotment at an EGM

RESOLUTION 6 - DISAPPLICATION OF PRE-EMPTION RIGHTS

This  resolution contains a disapplication of the pre-emption rights applicable to  the  issue  of
shares  or  other  securities  convertible into shares (equity securities)  for  cash  that  would
otherwise  exist  for shareholders under Section 561 of the Companies Act 2006  (formerly  Section
89(1)  of  the Companies Act 1985) and/or the Company's Articles.  The disapplication is, however,
very  limited.  It does not remove the general principle that offers of equity securities will  be
made pro rata to existing shareholders but modifies it so as to give the directors flexibility  to
deal  as they see fit with fractional entitlements and certain legal requirements including  those
which  would  relate  to offering securities to overseas shareholders in some jurisdictions  where
there are local securities laws which would thereby be contravened.  There is also a small general
disapplication to provide the Directors with the opportunity to issue a limited number  of  shares
or other equity securities for cash if they consider it appropriate.

The  maximum nominal amount of shares which can be issued pursuant to the disapplication  relating
to  fractions, overseas securities laws and the other legal requirements will be GBP 21600.03  and
that  disapplication will last until the earlier of the date of the Annual General Meeting in 2010
and 15 months following the passing of this resolution.  The general disapplication in respect  of
equity  securities being issued for cash otherwise than to existing shareholders in proportion  to
their to their existing shareholdings, is limited to GBP 21,600.03, being not more than 10% of the
total issued share capital of the Company as at 26th October, 2009 (being a date not more than one
month prior to the date of this circular).

In the event that a larger disapplication of pre-emption rights is recommended by the Directors in
order  to pursue an investment opportunity, shareholders will be requested to approve such  at  an
EGM


RECOMMENDATION

Your Board unanimously recommends you to vote in favour of all of the Resolutions as the Directors
intend to do in respect of their own beneficial shareholdings.


ACTION TO BE TAKEN
Shareholders will find enclosed a form of proxy for use at the Annual General Meeting.  Whether or
not you intend to be present at the meeting, you are requested to complete and return the form  of
proxy  to The Company Secretary, ZimNRG Plc, Downie Cottage, Sandhills Road, Barns Green, Horsham,
West  Sussex, RH13 0PU so as to arrive as soon as possible and in any event no later than 48 hours
before  the time fixed for the meeting.  Completion and return of a form of proxy will not prevent
you from attending the meeting and voting in person should you wish to do so.



Yours sincerely







Christopher Latilla-Campbell
Company Secretary

                                                 
                                                 

ZimNRG Plc
(Registered in England - No: 05714562)
Registered Office:
The Old Hop Kiln, 1 Long Garden Walk, Farnham, Surrey, GU9 7HX

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the Annual General Meeting of Zim NRG Plc (the "Company") will be held
at  Georgian House 63 Coleman Street, London EC25 5BB at 12 p.m. on Friday 27th November, 2009 for
the following purposes:

To  consider and, if thought fit, to pass the following resolutions as ordinary resolutions in the
case of resolutions 1 to 4, and as special resolutions in the case of resolutions 5 and 6:

ORDINARY BUSINESS

1.     To receive, and having considered, adopt the Annual report and financial statements of  the
Company for the period ended 28 February 2009 together with the report of the auditors.

2.    To re-elect Jonathan de Thierry as a Director, who retires in accordance with Article 114 of
the Company's Articles of Association and who, being eligible, offers himself for re-election as a
Director.

3.     To reappoint Edwards Veeder (Oldham) LLP as auditors and to authorise the Directors to  fix
their remuneration.

4.      That the Directors be empowered to continue to pursue the Company's investment strategy as
set out in Part I of the Offer Document dated 30 June 2006

SPECIAL BUSINESS

5.     That  the  Directors  be  and they are hereby authorised, in  substitution  for  any  other
authority previously conferred upon them, generally and unconditionally pursuant to Section 549 of
the  Companies Act 2006 (the "Act") to exercise all the powers of the Company to allot  securities
up to an aggregate nominal amount of GBP 21,600.03 provided that:

    (i)    this authority shall expire fifteen months after the date of passing of this resolution
or at the Company's next Annual General Meeting if earlier; and

     (ii)     the Company may, before such expiry, make an offer or agreement which would or might
require  relevant securities to be allotted after such expiry and the Directors may allot relevant
securities  pursuant to any such offer or agreement as if the authority hereby conferred  had  not
expired.


6.     That, subject to the passing of resolution number 5 above, the Directors be and are  hereby
empowered pursuant to Section 571 of the Act and in substitution for all existing powers, to allot
equity  securities (pursuant to the authority conferred by resolution number 5 above)  wholly  for
cash as if Section 561 of the Act did not apply to any such allotment provided that this power  is
limited to:

  (i)     the allotment of equity securities in connection with an offer (whether by way of rights,
           open offer or otherwise) of such securities, open for acceptance for a period fixed by the
           Directors to the holders of ordinary shares and such other equity securities of the Company as the
           Directors may determine on the register on a fixed record date in proportion (as nearly as may be)
           to the paid up capital on their respective holdings of such securities or in accordance with the
           rights attached thereto subject to such exclusions or other arrangements as the Directors may deem
           necessary or expedient to deal with factional entitlements that would otherwise arise or with
           legal or practical problems under the laws of any territory, or the requirements of any regulatory
           body or stock exchange in any territory; and
  (ii)    any  other  allotment  of  equity securities up to an aggregate nominal  amount  of  GBP
           21,600.03;

and  shall expire on the date of the Annual General Meeting to be held in 2010 (or after 15 months
after  the  date of passing of this resolution whichever shall first occur) save that the  Company
may before such expiry make offers or agreements which would or might require equity securities to
be  allotted  after  such expiry and notwithstanding such expiry the Directors  may  allot  equity
securities in pursuance of such offers or agreements as if the authority hereby conferred had  not
expired.



By Order of the Board
Of ZimNRG plc
Christopher Latilla-Campbell
Company Secretary
30th October, 2009


Notes:

1.     Pursuant  to  Regulation 41 of the Uncertificated Securities Regulations 2001  the  Company
specifies  that  to  be entitled to attend and vote at the meeting (and for the  purposes  of  the
determination  by  the Company of the number of votes they may cast), holders of  ordinary  shares
must  be entered on the relevant register of securities by 6.00pm on 25th November, 2009.  Changes
to  entries  on the relevant register of securities after 6.00pm on 25th November, 2009  shall  be
disregarded in determining the rights of any person to attend and vote at the meeting.

2.     A member or the duly authorised representative of a corporation entitled to attend and vote
at  the meeting may appoint one or more proxies to attend and (on a poll) vote instead of him.   A
proxy need not be a member of the Company.

3.     A  form  of  proxy  is enclosed.  To be effective, it must be deposited  with  the  Company
Secretary  not less than 48 hours before the time fixed for the meeting.  Completion of the  proxy
does  not preclude a member from subsequently attending and voting at the meeting in person if  he
or she so wishes.

4.     The  following documents are available for inspection during usual business  hours  on  any
weekday at the registered office of the Company.

    (1)    the Register of Directors' interests;
    (2)    copies of the service agreements between the Company and its Directors.

ZimNRG plc
                                                                                                  
FORM OF PROXY

I/We member(s) of Zim NRG Plc hereby appoint the chairman of the meeting (Note

1);                                                                                             or
..................................................................................................
........................as my/our proxy to vote for me/us on my/our behalf at the  Annual  General
Meeting  of the Company to be held on 28th August 2008 and at any adjournment thereof.  The  proxy
will  vote  on  the  under mentioned resolutions set out in the notice convening  the  meeting  as
follows.

RESOLUTIONS

1.     To  receive,  and  having  considered, adopt the Annual Report and  consolidated  financial
    statements                        FOR ?   AGAINST?   VOTE WITHELD?

2.    To re-elect Jonathan de Thierry as a Director
                                       FOR ?   AGAINST?   VOTE WITHELD?

3.    To re-appoint Edwards Veeder (Oldham) LLP as auditors
                                       FOR ?   AGAINST?   VOTE WITHELD?

4.    To continue the Company's investment strategy as set out in the Offer Document dated 30 June
2006                                   FOR ?   AGAINST?   VOTE WITHELD?
        
5.  Special resolution to authorise the Directors to allot relevant securities
                                       FOR ?   AGAINST?    VOTE WITHELD?

6.    Special resolution to disapply Section 561 of the Companies Act 2006
                                       FOR  ?  AGAINST?    VOTE WITHELD?
If this form is signed and returned without any indication as to how the proxy shall vote, he will
exercise  his  discretion both as to how he votes and whether or not he abstains  from  voting  in
relation to the above resolutions and other business transacted at the meeting.

Names of Joint Holders (if any)


Signed


Date


Notes:

1.     A  shareholder  entitled to attend and vote at the Annual General Meeting  is  entitled  to
appoint a proxy or proxies to attend and, on a poll, vote instead of him.  A proxy need not  be  a
member of the Company.

2.     If  you  wish  to appoint a proxy other than the Chairman of the meeting then  delete  that
reference and insert in the space provided the name and address of your proxy.

3.     To  be  valid  this form of proxy must be deposited at the office of  the  at  The  Company
Secretary,  Zim NRG Plc, Downie Cottage, Sandhills Road, Barns Green, Horsham, West  Sussex,  RH13
0PU  not  less  than  48 hours before the time for the commencement of the  meeting  and  must  be
accompanied  by  any  power  of attorney under which it is signed or a notarially  certified  copy
thereof.

4.     In the case of joint holders only one need sign this form, but the names of the other joint
holders should be shown in the space provided.  The vote of the senior holder who tenders a  vote,
whether  in person or by proxy, will be accepted to the exclusion of the votes of the other  joint
holders.   Seniority will be determined by the order in which the names appear in the register  of
members in respect of the joint holding.

5.     Where the member is a corporation this form must be under its common seal or signed by  its
attorney or a duly authorised officer.

6.     Deposit of a form of proxy does not preclude you from attending and voting in person at the
meeting or at any adjournment thereof.

Contact Information

  • ZimNRG plc