EAPCC_Annual_Report_.. - Investing In Africa

2010/2011
EAST AFRICAN PORTLAND CEMENT COMPANY LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
NOTICE OF ANNUAL GENERAL MEETING
Notice is hereby given that the 79 th Annual General Meeting of The East African Portland Cement Company Limited will be
held at the Company’s Club House, Athi River, on Thursday, 15 th December 2011 at 12.00 noon to transact the following
business:-
1. To read the Notice convening the meeting.
th
2. To confirm the minutes of the 78 Annual General Meeting held on 18 November 2010.
3. To receive the Chairman’s Report.
4. To receive, consider and adopt the Financial Statements for the year ended 30 June 2011 together with the
reports of the directors and auditors thereon.
5. To approve a first and final dividend of Kshs 0.50 per share in respect of the Financial Year ended 30 June 2011
as recommended by the directors.
6. To re- elect directors:-
In accordance with Article 99 of the Company’s Articles of Association, the following Directors retire by rotation
at this meeting and, being eligible, offer themselves for re-election.
• Mr Joseph K. Kinyua
• Mr David K. Koros
7. To approve the remuneration of the Directors as shown in the Financial Statements for the year ended 30 June
2011.
8. To note that Messrs Ernst & Young continue in office as auditors under the provisions of Section 159 (2) of the
Companies Act Cap 486 and to authorise the directors to fix their remuneration for the ensuing financial year.
9. To transact any other business of an annual general meeting of which due notice has been received.
SPECIAL BUSINESS
Amendment to the Articles of Association
To consider and, if thought fit, pass the following resolution as a Special Resolution:-
“That the Articles of Association of the Company be amended as follows:-
A)
‘That Article 118 be deleted in its entirety and replaced with the following new article:-
118. (a) Any dividend or other money payable in cash on or in respect of shares may be paid by
i)
ii)
(b)
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 shown in the share register of the Company
or
by cheque or warrant payable at such place of business 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 share register of the Company or if two or
more persons are registered as joint holders of the shares, to the registered address of the joint holder who is first
named in the share register of the Company or in the case of two or more persons being entitled thereto in consequence
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 cheque or warrant or funds transfer shall be made payable to or to the order of the person to whom it
is sent or to such person who may be entitled to the same. Payment of the cheque or warrant, if purporting to be
endorsed or enfaced, by the addressee or as the case may be, confirmation of payment having been made by the
transmitting entity to the addressee of a direct debit, bank transfer or other automated system of bank transfer or
via a mobile money transfer system, shall in each case be a good discharge to the Company. Every such payment
whether by cheque or warrant or electronic funds transfer or mobile money payments system shall be sent at the
risk of the person entitled to the money represented by it.’
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B) That the following new Article 124 (a) be added immediately after Article 124:-
124 (a) The Accounts may be sent or otherwise made available by electronic means and not by post. This Article shall
not require a copy of the Accounts to be sent or otherwise made available by electronic means to any person who’s
electronic or postal address the Company is not aware of, nor to more than the first named of any joint holders of
any shares. The Company may also send the accounts to all persons entitled thereto by publishing the Accounts
EAST AFRICAN PORTLAND CEMENT COMPANY LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS 2010/2011