2012 TPSEA Annual Report - Serena Hotels
2012 TPSEA Annual Report - Serena Hotels
2012 TPSEA Annual Report - Serena Hotels
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Notice of <strong>Annual</strong> General Meeting<br />
Notice is hereby given that the Fortieth <strong>Annual</strong> General Meeting<br />
of the Company will be held at the Kenyatta International<br />
Conference Centre, Nairobi, on 29th May <strong>2012</strong>, at 11.00 a.m.<br />
to transact the following business:<br />
Ordinary Business<br />
1. To confirm the minutes of the Thirty-Ninth <strong>Annual</strong> General<br />
Meeting held on 31st May 2011.<br />
2. To receive, consider and, if thought fit, adopt the accounts<br />
for the year ended 31st December 2011, together with the<br />
Directors’ and Auditors’ <strong>Report</strong>s thereon.<br />
3. To approve payment of a final dividend for 2011 of KShs.<br />
1.30 per share, subject to withholding tax, where applicable,<br />
to the members on the Register at the close of business on<br />
29th May <strong>2012</strong>. Payment of the dividend to be made on or<br />
about 20th June <strong>2012</strong>.<br />
4. To elect Directors:<br />
a) Mr. Guedi Ainache was appointed in 2011 to fill a casual<br />
vacancy. He retires in accordance with Article no. 110 of the<br />
Company’s Articles of Association and being eligible, offers<br />
himself for re-election.<br />
b) Mr. Francis Okomo-Okello retires by rotation in accordance<br />
with Articles no. 111,112 & 113 of the Company’s Articles<br />
of Association and being eligible, offers himself for reelection.<br />
c) Mr. Ameer Kassim-Lakha and Mr. Jack Jacob Kisa retire by<br />
rotation in accordance with Articles no. 111, 112 and 113 of<br />
the Company’s Articles of Association. Special notices have<br />
been received by the Company pursuant to section 142 of<br />
the Companies Act (Cap 486) and subject to section 186<br />
of the Act that if thought fit, the following resolutions be<br />
passed<br />
“THAT Mr. Ameer Kassim-Lakha (a Director retiring by<br />
rotation) who is over 70 years, be and is hereby re-elected as<br />
Director of the Company”.<br />
“THAT Mr. Jack Jacob Kisa (a Director retiring by rotation) who<br />
is over 70 years, be and is hereby re-elected as Director of the<br />
Company”.<br />
Companies Act (Cap.486). PricewaterhouseCoopers have<br />
indicated their willingness to continue in office.<br />
7. To approve the Auditors’ remuneration for 2011 and to<br />
authorize the Directors to fix the Auditors’ remuneration for<br />
<strong>2012</strong>.<br />
8. To Transact any other ordinary Business of an <strong>Annual</strong><br />
General Meeting.<br />
Special Business<br />
9. To consider and, if thought fit, to pass the following resolution<br />
which shall be proposed as an ordinary resolution:<br />
Increase of Authorised Share Capital<br />
“THAT the authorised share capital of the Company be<br />
increased from Kenya Shillings One Hundred and Ninety Two<br />
Million (KShs. 192,000,000) divided into 192,000,000 ordinary<br />
shares of par value Kenya Shilling One (KShs. 1.00) each to<br />
Kenya Shillings Two Hundred Million (KShs 200,000,000)<br />
by the creation of additional Eight Million (8,000,000) new<br />
ordinary shares of Kenya Shilling One (KShs. 1.00) each to rank<br />
pari passu in all respects with the existing ordinary shares of<br />
the Company.”<br />
By Order of the Board.<br />
D.K.Ng’ang’a<br />
COMPANY SECRETARY<br />
Dated at Nairobi this 14 March, <strong>2012</strong><br />
NOTE:<br />
A member entitled to attend and vote at the meeting and who<br />
is unable to attend is entitled to appoint a proxy to attend<br />
and vote on his behalf. A proxy need not be a member of the<br />
Company. To be valid, a Form of Proxy which is provided with<br />
this <strong>Report</strong> must be duly completed and signed by the member<br />
and must be received at the registered offices of the Company’s<br />
Registrars not later than 11.00 a.m. on 25 May <strong>2012</strong>.<br />
5. To approve the Directors’ remuneration for 2011.<br />
6. To appoint PricewaterhouseCoopers, the Company’s<br />
Auditors, in accordance with Section 159 (2) of the<br />
8 TPS EASTERN AFRICA LIMITED ANNUAL REPORT AND FINANCIAL STATEMENTS 2011