AGM MATTERS

NOTICE IS HEREBY GIVEN that the Thirty Ninth Annual General Meeting of the Company will be held at Norfolk Hotel, Nairobi on Friday ,30th July 2010 at 11.00 a.m.. to transact the following business:

1. To table the proxies and to note the presence of a quorum.
2. To read the notice convening the meeting.
3. To confrm the minutes of the Thirty Eighth Annual General Meeting held on 7th August 2009.
4. To receive and consider the Financial Statements for the year ended 31 December 2009 together with the Chairman's Statement and the reports of the Directors and Auditors thereon.
5. To note that the Directors do not recommend payment of a dividend (2008: nil) in respect of the fnancial year ended 31 December 2009.
6. To approve the Directors' fees as indicated in the Financial Statements for the year ended 31 December 2009.
7. To re-elect Directors:-
Mrs. Kajal Thakker Diniz retires in accordance with Article 113 of the Company's Articles of Association and, being eligible, offers herself for re-election.
8. To reappoint Messrs. KPMG Kenya, as the Company's Auditors until the conclusion of the next Annual General Meeting of the Company and to authorise the Directors to fx their remuneration

9.SPECIAL BUSINESS:-
To consider and if approved, pass the following special resolutions; "That Articles 143,146, 147,148 and 149 be deleted in their entirety and replaced with the following new Articles:
Article 143
Any dividend or other money payable in cash or in respect of shares may be paid by direct debit, bank transfer or other automated system of bank transfer, electronic or mobile money transfer system transmitted to such bank or electronic or mobile telephone address as indicated in the Register of Members or ;by cheque or warrant at such place as the company shall specify in writing, sent by post to the address of the member or person entitled to it as shown in the Register of Members or in case of two or more persons being entitled thereto in consequences of the death or bankruptcy of the holder, to any one of such persons at such address as the persons being entitled to receive payment may in writing direct. Every such payment whether by cheque or warrant or electronic funds transfer or via mobile money payments systems shall be sent at the risk of the person entitled to the money represented by it.
Article 146
Any notice or other document may be served by the company on any Member or Director either personally or by sending it through the post (by airmail where service is available) in a prepaid letter, or by facsimile or through electronic media addressed to such Member or Director at his registered address as appearing in the Register of Members or the company's records, whether such address shall be within or outside Kenya.
Article 147
In case of joint holders of a share, all notices shall be given to that one of the joint owners whose name stands frst in the Register of Members and notice so given shall be suffcient notice to all joint holders.
Article 148
Any notice of an Annual General Meeting may be given by publishing a notice containing a summary of both the annual fnancial statement and auditors' report, in at least two local daily newspapers with national circulation for at least two consecutive days; and/or personal delivery or by sending to every member such notice through electronic media or through the post and the notice in each case shall contain such fnancial and other documents and reports as may be a mandatory requirement under the law.
Article 149
Where a notice is sent by post it shall be deemed to have been served on the third day after the day on which it was posted, if addressed within Kenya, and on the ffth day after the day on which it was posted, if addressed outside Kenya. In providing such service or sending, it shall be suffcient to prove that the cover containing the notice or document was properly addressed and put into the post offce as a prepaid letter or prepaid airmail letter. Where a notice is send by facsimile or electronic media it shall be deemed to have been served at the expiration of twenty four hours after the time at which it was sent. Where notice is published in a daily newspaper, it shall be deemed to be served on the day on which it is frst published.

BY ORDER OF THE BOARD

EQUATORIAL SECRETARIES AND REGISTRARS
SECRETARIES
Kalamu House, Waiyaki Way, Westlands
P O Box 47323, 00100
Nairobi

Date: 10 May 2010

NOTE

A member entitled to attend and vote at the above meeting is entitled to appoint one or more proxies to attend and vote on his or her behalf. A proxy need not be a member. To be valid, a form of proxy which is attached to this notice must be duly completed and signed by the member and must either be lodged at the Registered offce of the Company, Express House, Road A, off Enterprise Road, P O Box 40433-00100, Nairobi or with the Company Secretaries, Equatorial Secretaries and Registrars, Kalamu House, Waiyaki Way, P O Box 47323, 00100-Nairobi, so as to reach not later than 11.00 a.m. on 28th July 2010.

Download pdf of Annual General Meeting Notice Here.