Download TPS, East Africa 2008 Annual Report - Serena Hotels
Download TPS, East Africa 2008 Annual Report - Serena Hotels
Download TPS, East Africa 2008 Annual Report - Serena Hotels
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Notice of <strong>Annual</strong> General Meeting<br />
Notice is hereby given that the Thirty-Seventh <strong>Annual</strong> General Meeting of the Company will be held at the Kenyatta<br />
International Conference Centre, Nairobi, on 4 June 2009, at 11.00a.m. to transact the following business:<br />
Ordinary Business:<br />
1. To confirm the minutes of the Thirty-Sixth <strong>Annual</strong> General Meeting held on 30 May <strong>2008</strong>.<br />
2. To receive, consider and, if thought fit, adopt the accounts for the year ended 31st December <strong>2008</strong>, together with the<br />
Directors' and Auditors' <strong>Report</strong>s thereon.<br />
3. To approve payment of a final dividend for <strong>2008</strong> of KShs.1.25 per share of KShs.1.00, subject to withholding tax, where<br />
applicable, to the Members on the Register at the close of business on 4 June 2009. Payment of the dividend<br />
to be made on or about 6 July 2009.<br />
4. To elect Directors:<br />
(a) Mr. Jean-Loius Vinciguerra retires by rotation in accordance with Articles No. 110, 111 & 112 of the Company's<br />
Articles of Association and being eligible, offers himself for re-election.<br />
(b) Mr. Jean Philippe Prosper retires by rotation in accordance with Articles No. 110,111 and 112 of the Company's Articles<br />
of Association and being eligible, offers himself for re-election.<br />
(c) Mr. Ali Mufuruki retires by rotation in accordance with Articles No. 110,111 and 112 of the Company's Articles of<br />
Association and being eligible, offers himself for re-election.<br />
5. To approve the Directors' remuneration for <strong>2008</strong>.<br />
6. To note that the Company's Auditors, PricewaterhouseCoopers, continue in office in accordance with Section 159<br />
(2) of the Companies Act (Cap. 486). PricewaterhouseCoopers have indicated their willingness to continue in office.<br />
7. To approve the Auditors' remuneration for <strong>2008</strong> and to authorise the Directors to fix the Auditor's remuneration<br />
for 2009.<br />
8. To transact any other Ordinary Business of an <strong>Annual</strong> General Meeting.<br />
Special Business:<br />
9. To consider and, if thought fit, to pass the following resolution which shall be proposed as a special resolution:<br />
''THAT on the basis of the recommendation of the Board, 100% acquisition of Jaja Limited as a special purpose vehicle by<br />
Tourism Promotion Services (Kenya) Limited, to undertake development of properties in Nanyuki and Elmentaita in line with<br />
the Group's diversification business strategy be and is hereby approved. Furthermore, to actualize the said acquisition<br />
subscription in the equity of Jaja Limited by Tourism Promotion Services (Kenya) Limited upto KShs. 400,000,000.00 be and<br />
is hereby approved''.<br />
''THAT the Directors be and are hereby authorised to attend to all matters required to give effect to the above resolutions''.<br />
By Order of the Board<br />
D.A. Angulu (Mrs)<br />
Company Secretary<br />
Nairobi 30 March 2009<br />
Note:<br />
A member entitled to attend and vote at the meeting and who is unable to attend is entitled to appoint a proxy to attend and<br />
vote on his behalf. A proxy need not be a member of the Company. To be valid, a Form of Proxy which is provided with this<br />
report, must be duly completed by the member and must be received at the registered offices of the Company's Registrars not<br />
later than 11a.m, on 2 June 2009.<br />
6 <strong>TPS</strong> EASTERN AFRICA LIMITED | ANNUAL REPORT AND FINANCIAL STATEMENTS <strong>2008</strong>