ZimNRG plc
LSE : ZIMO

February 03, 2011 10:27 ET

Notice of AGM

                                Registered in England No. 05714562
                                  30 city road, london, ec1y 2ag
                                                 
                                             The Nook
                                          Sandhills Road
                                            Barns Green
                                            West Sussex
                                             RH13 0PU
                                                 
                                      Tel: +44 (01403) 738555
                                      Fax: +44 (01403) 738848
                                      Email: cplc@zimnrg.com
                                                 
                                                 


                                                                                2nd February, 2011


Dear Shareholder,

ANNUAL GENERAL MEETING

Notice is hereby given that the Annual General Meeting of the Company is to be held on Friday 25th
February, 2011 at 12 noon at the offices of Loeb Aron and Company Ltd., 63 Coleman Street,  London
EC2R 5BB 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 5, and as special resolutions in the case of resolutions 6 and 7:



ORDINARY BUSINESS


As ordinary business the Meeting will consider resolutions:

    1.  to receive, consider and adopt the Annual report and financial statements for the year
        ended 28 February 2010,

    2.  to re-elect Christopher Latilla-Campbell as a Director, who retires by rotation and offers
        himself for re-election,

    3.  to elect Valentine Chitalu as a Director. (Resume attached)

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

    5.  to confirm that 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, more specifically the proposed
        joint venture earn-in in that is announced in conjunction with this notice.


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

RESOLUTION 6 - AUTHORITY TO ALLOT

Resolution  6 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 22,303.92
representing not more than 10%, subject to approval of Ordinary Resolution 5, a further 90% of the
total  issued share capital of the Company as at Monday 24th January, 2011 (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 18 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 7 - 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 22,303.92 and
that  disapplication will last until the earlier of the date of the Annual General Meeting in 2010
and 18 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 22,303.92, being not  more  than  10%,
subject  to approval of Ordinary Resolution 5, a further 90% of the total issued share capital  of
the  Company  as at Monday 24th January, 2011 (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, The Nook, 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.

A  copy of the Annual Report and Accounts for the period ended 28th February 2010 is enclosed with
this notice.



Yours sincerely







Christopher Latilla-Campbell
Director and Company Secretary


Contact Information

    ZimNRG PLC                                                  01403-738 555
    Christopher Latilla-Campbell, Managing Director
    
    Advisor                                                     0207 628 1128
    Jonathan Willis-Richards,
    Loeb Aron & Company Ltd.

Contact Information

  • ZimNRG plc