ZimNRG plc
LSE : ZIMO

August 01, 2012 02:00 ET

Notice of AGM

31st July, 2012



NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the Annual General Meeting of the Company is to be held on Friday 24th August,
2012 at 12 noon at the offices of City Group P.L.C., 2nd Floor, 30 City Road, London, EC1Y 2AG 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 3, and as special resolutions in the case of resolutions 4 and 5:



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 2012.

2.      to re-elect Valentine Chitalu as a Director, who retires by rotation and offers himself for re-
election.

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



SPECIAL BUSINESS

In addition there are 2 items of special business:

4.      to consider the following Ordinary Resolution:

THAT the Directors be and are hereby generally and unconditionally authorised, pursuant to Section 551 of
the Companies Act 2006, to exercise all powers of the Company to allot, make offers or agreements to allot
or grant rights to subscribe for or convert other securities into relevant securities of the Act, provided
that

(i)     such authority shall be limited to an aggregate nominal amount of £24,166;

(ii)    this authority shall expire at the earlier of the conclusion of the next Annual General Meeting or
the expiry of 15 months from the date of the passing of this resolution; and

(iii)   the Company may before such expiry make an offer or agreement which would or might require
relevant securities to be allotted after such expiry.

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.

5.      to consider the following Special Resolution:

THAT the Directors be and are hereby generally empowered (in substitution for any specific authority
conferred upon the Directors pursuant to Section 570 of the Act) to allot equity securities pursuant to
Section 570 of the Act wholly for cash pursuant to the authority referred to in resolution 4 as if Section
563 of the Act did not apply to any such allotment provided that such power shall be limited to the
allotment of equity securities:

(i)     in connection with a bonus, rights or similar issue;

(ii)    to the allotment (otherwise than pursuant to sub-paragraph (i) above) of equity securities up to
an aggregate nominal amount of £24,166 representing 10% of the issued share capital; and

(iii)   this authority shall expire at the earlier of the conclusion of the next Annual General Meeting or
the expiry of 15 months from the date of the passing of this resolution.

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 have been sent a form of proxy for use at the Annual General Meeting.  Whether or not they
intend to be present at the meeting, shareholders are requested to complete and return the form of proxy to
The Company Secretary, ZimNRG plc, 30 City Road, London, EC1Y 2AG 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 a shareholder from attending the meeting and voting in person should they wish to
do so.

A copy of the Annual Report and Accounts for the year ended 28th February 2012 is enclosed with this
notice.

Yours faithfully



City Group P.L.C.

Company Secretary

Contact Information

  • ZimNRG plc