May 30th 2009, 07:09 ZEN Zhenya Zoning Real Estate
by Ashleigh Wade

Minutes - Zhenya Zoning Real Estate Company (ZEN) Shareholders Meeting - May 28,

Zhenya Zoning Real Estate Company
Shareholders Meeting
Thursday, May 28, 2009
7PM SLT

MINUTES

Shareholders In Attendance:
-Ashleigh Wade
-Annabis Moody
-Mc Chris Flanagan
-Gabrielle Maktoum

Residents and Public in Attendance:
-Que Zanzibar
-Andy Grant
-Tamos Shan
-DJIcestorm Nightfire
-Cocoa Jewell
-Anette Bernard
-Strider Messmer
-Danica Sparta

NOTE: Zaldar Rhode was unable to attend due to a RL family emergency and therefore voted his shares by proxy through representative Ashleigh Wade.

The meeting was called to order at 7:03PM SLT.

OPENING

Ash Wade opened by stating this is the first meeting since the shift from a single manager model to a management board structure. Seven months has passed since the management transition.

FINANCE

Ash noted that since the management board took control the monthly revenue has increased 32% overall. In October 2008, when the board took control, monthly revenue was L$277,901. Last April, monthly revenue was L$368,404.

Ash then explained that revenue has steadied. However, a somewhat problematic issue is that revenue just meets tier on most months. He attributed it to month churn, legacy landholder issues, high competition, downward market pricing pressure and moderate infrastructure size. He then discussed how ZEN’s transactions are conducted, and specifically that he maintains the holdings Avatar, that Zaldar Rhode holds the sims in trust, and that each month the raw transactions are forwarded to Arnaud Villota, the CFO, to maintain the books. Ash also discussed the succession plan, and that he and Zaldar have thought through a "what if something happened to..." scenario and have put contengency plans in place.

He discussed the 2009 dividend practice. The board will evaluate dividend possibility on a quarterly basis. Dividends will be based on profitability. The last dividend was L$.01/share in April 2009, based on 1Q profitability.

ESTATE

Ash opened the estate overview by discussing the back-office operations. He noted that churn can be high in some months; however, our overall churn appears to be decreasing and the parcels are turning over at an increasingly rapid fill rate.

Ash then discussed the challenges in the back office. He is not satisfied with the response time to action the physical aspects of turnover, such as tier box placement. He would like to optimize turnover to a 24 hr response time.

To improve back office response time, he will work with the Chief Operating Officer. They have set up regular meeting s to begin defining a handbook and writing best processes and practices for the land managers to follow. They have set a goal of having a program put together by the end of next quarter.

Annabis then discussed the client side (or, front-office). She highlighted that overall Ata is reaching capacity, “as you can see with a simple fly-by of the sims”. She encouraged everyone to explore the many beautiful public spaces ZEN has to offer, and encouraged our residents to take advantage of them. She noted that the community was strong and involved, which was exampled by the large attendance of ZEN residents at the shareholders meeting. Residents out attended shareholders 2 to 1.

ZEN MEDIA

Annabis then turned focus to the status of ZEN Media, starting with discussion of ZENLive!. She could not be more pleased with the way the venue has blossomed. Currently under the direction of McChris Flanagan, and with hosting by Danica Sparta, ZENLive! has seen many new performers and fans. Since revival about 2 months ago, ZENLive! has hosted twenty different artists, with many coming back week after week as regulars.

Currently ZENLive! hosts roughly three shows a week, some nights with multiple performers, and the goal to bring it to seven nights a week. In addition, a new DJ night will be starting shortly and the place has been redesigned to accommodate the larger crowds that DJs tend to bring in.
She then noted ZENLive! boasts healthy traffic - 1,945 on May 28th with 175 unique avatars having visited in the two weeks prior. She concluded by noting this traffic is being now going to be monetized with strategic ad board placement (at a highly affordable rate!).

She concluded by discussing upcoming projects for ZEN Media, which include production of in-world audio/video compositions. She discussed our strong in-house capability to produce machinima, specifically by Ashleigh Wade and Zaldar Rhode in collaboration, as evidenced by the ZEN Commercial.

ZEN MERCHANDISE AND ZEN GAMING

Ash explained that ZEN Gaming is headed up by Zal, and Zaldar would need update the shareholders accordingly at the next shareholder meeting. Ash then discussed that he is working on ZEN Artwork for the ZEN merchandise division. He then turned focus to Tamos Shan, the Chief Build Officer, who is currently working on home furniture suites to sell under the AZ Homes brand. The furniture suites are quite promising and we look forward to their rollout.

ZEN’S TWO YEAR ANNIVERSARY

Annabis informed the group on June 18, 2009 ZEN will be celebrating its second year as a public SL company. We are proud to announce that our resident hostess, Danica Sparta will be spearheading effort and organization of our celebration. She asked everyone to “save-the-date” and join us in our festivities. Many thanks go out to Danica for her dedication and tireless efforts on behalf of ZEN.

ZEN’S FUTURE

Ash then presented the proposal for ZEN’s future.

Copies of the presentation can be downloaded at:
http://wickstercorp.com/uploads/ZEN_SPO_Deck_Final.zip

NOTE: The deck was composed with Microsoft Office 2007 and is a .pptx file. If you have trouble with opening, please contact Ashleigh Wade, who will deliver you a copy of the SPO book in-world. Earlier versions of MS Office may display the fonts and charts incorrectly. If something seems off, ask for a book.

Ash identified the following immediate issues:

- We are fluxuating between 90-100% capacity in our 4 current sims.

- We’ve been approached by several residents who would like to expand their current parcel holdings, or have friends who would like to join our sim, but can’t find a place to expand.

- Our grass roots effort has generated great interest in our estate, but we have no more land to sell to them.

- We must increase our profitability. A quick way to do this would be another high margin sim, akin to our Panther Valley model (high prim bonus, higher tier). We could also realize considerable profitability on a grandfathered tier sim.

- We would like to increase our operating capital cushion in conjunction with our fifth sim purchase.

- We have been presented with marketing opportunities, and wish to expand our brand presence.

- The Chairman and Chief Executive wish to compensate the Chief Operating Officer, a senior level employee, in connection with reaching a 2 year service anniversary. Compensation will be a share grant.

To address these issues he requested an SPO to raise a total of L$422,250 in capital which will serve the following purposes:

- Sim Purchase

- Marketing Allocation

- Operating Cushion

315,000 shares will be offered to the public at large, at a price of L$1.15 per share, based on a 30 day average closing price as of May 25, 2009.

SHAREHOLDER VOTE

After Ash’s presentation the SPO proposal was put to vote. 73% of the shares outstanding were voted in favor of the SPO, with the balance 27% of the shares placing no vote due to non-attendance, or failure to proxy vote.

Therefore this motion has passed. Accordingly an SPO
application has been placed on file with SL Capex as of
Friday, May 29, 2009.

CLOSING

In closing, Ash thanked everyone for coming out and asked the residents to consider purchasing shares and owning a piece of ZEN. He also encouraged the shareholders to get more involved with the ZEN community and enjoy the sims we own to the fullest.

The meeting was concluded at approximately 7:47PM SLT.