EAPCC_Annual_Report_.. - Investing In Africa

More documents

Recommendations

Info

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.’ 84 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
EAST AFRICAN PORTLAND CEMENT COMPANY LIMITED ANNUAL REPORT AND FINANCIAL STATEMENTS 2010/2011 on the Company’s official website provided that the Company shall send to every Member or publish a summary of the Financial Statements and Auditors Report in two daily newspapers with national circulation for two consecutive days drawing attention to the website on which the Accounts in full may be read, and the address to which a request for a printed copy of the Accounts may be submitted to the Company Secretary and upon any such publication the Accounts shall be deemed to have been sent to every Member or other person entitled to receive a copy of the Accounts.’ C) That the following new article 127 (a) be added immediately after Article 127. 127 (a) Every notice or other document given by the Company shall be in writing. To the extent permissi ble by law, the Company may serve any notice to be given to its Members by: a) Publishing such notice in two daily newspapers with nationwide circulation; or b) Sending such notice through the post addressed to such Member at his registered postal address; or c) By facsimile transmission to such Member at his registered facsimile address; or d) By electronic mail to such Member at his registered electronic mail address. Provided that where the Company elects to send such notice to such Member at his registered facsimile or electronic mail address the Company shall ensure that such notice is also published in two daily newspapers with nationwide circulation. Any notice which has been published in a daily newspaper in accordance shall be deemed to have been served at 9:00 am on the next business day following the date when it was published. Any notice sent by facsimile or electronic mail shall be deemed to have been served at 9:00 am on the business day following the date when transmitted or sent. In proving the giving of a notice, it shall be sufficient to prove that the notice was published in a daily paper of nationwide circulation, or that the envelope containing the notice was properly addressed, stamped and posted, or that the applicable means of telecommunication or electronic communication was properly addressed and transmitted, dispatched or sent. The failure of any person or entity to receive any notice served shall not in any way invalidate any proceedings or actions taken by the Company for which the notice was given.” 10. Status of the Company To consider and, if thought fit, to pass the following as an Extraordinary Resolution:- “That Company not being a State Corporation, the Board is hereby directed to henceforth comply with the provisions of the Companies Act Cap 486 and Articles of Association of the Company as amended from time to time to the exclusion of any other law not otherwise lawfully regulating the conduct and operations of a Kenyan public limited liability company listed on the Nairobi Stock Exchange.” BY ORDER OF THE BOARD J L G MAONGA SECRETARY Date: 27 October 2011 Note: A member entitled to attend and vote at this meeting is entitled to appoint a proxy to attend and vote on his behalf. A proxy need not be a member of the Company. PROXY EAST AFRICAN PORTLAND CEMENT COMPANY LIMITED ANNUAL REPORT AND FINANCIAL STATEMENTS 2010/2011 85
Page 1 and 2:
EAST AFRICAN PORTLAND CEMENT COMPAN
Page 3 and 4:
BUSINESS REVIEW Five Years Financia
Page 5 and 6:
Page 7 and 8:
Page 9 and 10:
Page 11 and 12:
Page 13 and 14:
Page 15:
Page 18 and 19:
2010/2011 EAST AFRICAN PORTLAND CEM
Page 20 and 21:
Board of Directors 1 2 3 4 5 6 7 8
Page 22 and 23:
Page 24 and 25:
Page 26 and 27:
Page 28 and 29:
Page 30 and 31:
Page 32 and 33: 2010/2011 EAST AFRICAN PORTLAND CEM
Page 82: 2010/2011 EAST AFRICAN PORTLAND CEM
Page 87 and 88: EAST AFRICAN PORTLAND CEMENT COMPAN
Page 89 and 90: EAST AFRICAN PORTLAND CEMENT COMPAN
show all

EAPCC_Annual_Report_.. - Investing In Africa

You also want an ePaper? Increase the reach of your titles

Delete template?

Save as template?