May 8, 2017 all-day

Notice is hereby given that the 68 th Annual General Meeting of the Company will be held at the Sovereign Suite, Limuru Road on Monday, 08 May, 2017 at 11.00 am to conduct the following business:

Ordinary Business

  1. To table valid proxies, confirm the quorum and record apologies
  2. To read the notice convening the meeting
  3. To adopt the minutes of the meeting held on 25 November, 2015
  4. To receive, consider and adopt the audited financial statements for the year ended 31March, 2016 together with the Directors’ and Auditors’ Reports thereon.
  5. To note that the directors have not recommended the payment of dividends for the financial year ended 31 March, 2016.
  6. To approve the remuneration of the directors with respect to the financial year ended 31 March, 2016.
  7. To elect Directors in accordance with the Company’s Articles of Association .
  8. To note that the Auditors, Mawji Sennik & Co., Certified Public Accountants were appointed by the Board following the resignation of PKF Kenya, Certified Public Accountants and have expressed willingness to continue in office. A resolution will be proposed to re-elect them in accordance with the Companies Act, 2015 and to authorize the Directors to fix their remuneration.

Special Business

9.The Board has developed a proposal for delisting of the Company from the Nairobi Securities Exchange (NSE) as part of the Company’s ongoing restructuring program. The proposal has been approved for issuance to Shareholders by the Capital Markets Authorities (CMA) in accordance with The Capital Markets (Securities) (Public Offers, Listing and Disclosures) Regulations, 2002. In accordance with the said Regulations, a proposal will be put to the shareholders to pass a special resolution as follows:

  • That the company be and is hereby delisted from the Nairobi Securities Exchange (NSE) and that the minority shareholders’ interest be managed in accordance with the details in the Chairman’s Circular Letter to Shareholders dated 30 March, 2017.
  • That the Board of Directors be and is hereby authorized to do and effect all acts and things required to give effect to the above resolution subject to compliance with the CMA and NSE regulations and in accordance with the Chairman’s Circular Letter to the Shareholders dated 30 March, 2017.

By Order of the Board

Jophece Yogo

Company Secretary

06 April 2017