NSE-Web-Prospectus-2014

Recommendations

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(b) the approval of chief executives, directors or otherofficers of trading participants as fit and proper personsfor appointment to such offices;(c) the development, implementation and maintenance ofan effective market, system surveillance and earlywarning systems;(d) information disclosure and information sharing byissuers of securities;(e) the creation, implementation and enforcement of rulesof conduct for listed entities and other issuers ofsecurities, trading participants and investors;(f) the establishment and functioning of dispute resolutionmechanisms and appeal procedures for listed entitiesand other issuers of securities, trading participants andinvestors;(g) the development and implementation of educationprograms, training and certification of listed entities andother issuers of securities, trading participants andinvestors as the case may be;(h) the listing/de-listing of issuers of securities on/from theofficial list of the securities exchange;(i) the imposition of fines, and/or such other penalties onlisted entities and other issuers of securities, tradingparticipants and investors as may be determined by theCompany for the infringement of the rules of the Company;(j) regulation of the scale or amount of commissions,brokerage and other fees to be charged by tradingparticipants;(k) Any other rules necessary for the Company to carry outits regulatory functions.5) To represent, express and give effect to the opinions of thesecurities industry and the financial and business communityon commercial and mercantile matters of all kinds and topromote and support all measures affecting the financialand business community.10)To conduct an initial public offering and list on a securitiesexchange or exchanges.13.8 Extracts from the Articles of AssociationThe following is a selected extract and is therefore not exhaustive:Immobilization of Shares35. Pursuant to and subject to the Central Depositories Act2000, title to immobilised and materialised shares willbe evidenced otherwise than by a certificate and title tosuch shares shall be transferred by means of a book-entrytransfer in accordance with the provisions of the CentralDepositories Act 2000.36. No provision of these Articles shall apply or have effectin relation to any shares which have been immobilisedor dematerialised under the Central Depositories Act2000 to the extent that it is inconsistent in any respect with:i. the holding of such shares in uncertified form;ii. the transfer of title to such shares by means of a bookentrytransfer; andiii. any provision of the Central Depositories Act 200037. Transfers of Securities which have been immobilised ordematerialised under the Central Depositories Act 2000shall be effected in the manner prescribed thereunder.38. Where the Company refuses to register transfers ofSecurities required to be registered under Section 14 and15 of the Central Depositories Act 2000, it shall serve thetransferor and transferee with written notice of thereasons for such refusal in accordance with Section14(5) of the Central Depositories Act 2000.39. An instrument of transfer lodged with the Companypursuant to Section 14(1) of the Central Depositories Act2000 shall be capable of registration in the name of acentral depository or its nominee company if suchinstrument has been certified by a central depositoryagent instead of being executed by the centraldepository or its nominee Company.40. With effect from the Dematerialization Date, anyreference to a transfer of share or debentures shall be areference to a book entry transfer performed by thecentral depository in accordance with Section 27(1) (b)of the Central Depositories Act 2000.41. Any provisions in the Articles inconsistent with therequirements of the Central Depositories Act 2000 or asprescribed by the Authority under Regulations in respectof registration, transfer, immobilization or dematerializationof securities shall be deemed to be modified to the extentof such inconsistency in their application to securities whichare in part or in whole immobilized or dematerialized orare required by the Central Depository Act 2000 orRegulations and Rules issued thereunder to be immobilizedor dematerialized in part or whole as the case may be.42. Subject to Article 93, where any securities of theCompany are forfeited pursuant to these Articles afterbeing immobilised or dematerialized, the Company shallbe entitled to transfer such securities to a securitiesaccount designated by the Board for this purpose.General Meetings63. The Company shall in each Year hold a general meetingas its annual general meeting in addition to any othermeetings in that year, and shall specify the meeting assuch in the notices calling it. Not more than Fifteenmonths shall elapse between the date of one annualgeneral meeting of the Company and that of the next.Annual and extraordinary general meetings shall be heldat such times and places within Kenya as the Directorsshall, from time to time, appoint.64. All general meetings other than annual general meetingsshall be called extraordinary general meetings.65. The Directors may, whenever they think fit, convene anextraordinary general meeting, and extraordinary generalmeetings shall also be convened on such requisition, or, indefault, may be convened by such requisitionists, as52
provided by Section 132 of the Act. If at any time thereare not within Kenya sufficient Directors capable ofacting to form a quorum, any Director or any tenmembers of the Company may convene an extraordinarygeneral meeting in the same manner as nearly aspossible as that in which meetings may be convened bythe Directors.Notice of General Meetings66. Every general meeting shall be called by Twenty-one days’notice in writing at the least. The notice shall be exclusiveof the day on which it is served or deemed to be served andof the day for which it is given, and shall specify the place,the day and the hour of meeting and, in case of specialbusiness, the general nature of that business, and shall begiven, in manner hereinafter mentioned or in such othermanner, if any, as may be prescribed by the Company ingeneral meeting, to such persons as are, under theregulations of the Company, entitled to receive suchnotices from the Company.Provided that a meeting ofthe Company shall, notwithstanding that it is called byshorter notice than that specified in this Article bedeemed to have been duly called if it is so agreed:(a) in the case of a meeting called as the annual generalmeeting, by all members entitled to attend and votethereat and otherwise in accordance with the provisionsof Section 133(3) of the Act; and(b) in the case of any other meeting, by a majority innumber of the members having a right to attend andvote at the meeting, being a majority together holdingnot less than Ninety-five per cent (95%) in nominalvalue of the shares giving that right.Provided always that if the Company shall then be listedon any Securities Exchange a copy of such notice be sentto such Securities Exchange at the same time as noticesare sent to the shareholders67. In every notice calling a meeting of the Company thereshall appear with reasonable prominence a statementthat a member entitled to attend and vote is entitled toappoint one or more proxies to attend and vote in hisstead and that a proxy need not be a member.68. The accidental omission to give notice of a meeting to,or the non-receipt of notice of a meeting by, any personentitled to receive notice shall not invalidate theproceedings at that meeting.Votes of Members82. Subject to any rights or restrictions for the time beingattached to any class or classes of shares, on a show ofhands every member present in person shall have one vote,and on a poll every member present in person or by proxyor being a corporation, by a representative appointed inaccordance with Article 92, shall have one vote for eachshare of which he is the holder.83. In the case of joint holders the vote of the senior whotenders a vote, whether in person or by proxy, shall beaccepted to the exclusion of the votes of the other jointholders; and for this purpose seniority shall be determinedby the order in which the names stand in the Register.84. A member incapable by reason of mental disorder ofmanaging and administering his property and affairs mayvote, whether on a show of hands or on a poll, by hisreceiver, or other person authorised by any Court ofcompetent jurisdiction to act on his behalf, and suchperson may on a poll vote by proxy.85. No Member shall be entitled to be present at any GeneralMeeting or to vote on any question, either personally or byproxy or by a representative appointed in accordance withArticle 92, at any General Meeting or on a poll or to bereckoned in a quorum whilst any call or other sum shallbe due and payable to the Company in respect of any ofthe Shares held by him, whether alone or jointly withany other person.86. No objection shall be raised to the qualification of anyvote except at the meeting or adjourned meeting atwhich the vote objected to is given or tendered, and everyvote not disallowed at such meeting shall be valid for allpurposes. Any such objection made in due time shall bereferred to the Chairman of the meeting, whose decisionshall be final and conclusive.87. The instrument appointing a proxy shall be in writingunder the hand of the appointor or of his attorney dulyauthorised in writing, or, if the appointor is a Corporation,either under seal, or under the hand of an officer orattorney duly authorised. A proxy need not be amember of the Company.88. The instrument appointing a proxy and the power ofattorney or other authority, if any, under which it issigned or a notarially certified copy of that power orauthority shall be deposited at the Office or at suchother place within Kenya as is specified for that purposein the notice convening the meeting, not less than Fortyeighthours before the time for holding the meeting oradjourned meeting, at which the person named in theinstrument proposes to vote, or, in the case of a poll, notless than Twenty-four hours before the time appointedfor the taking of the poll, and in default the instrumentof proxy shall not be treated as valid.Unclaimed Assets93. The Company may, if required by law, deliver or pay toany prescribed regulatory authority any unclaimed assetsincluding, but not limited to shares in the Companypresumed to be abandoned or unclaimed in law and anydividends or interest thereon remaining unclaimed beyondprescribed statutory periods. Upon such delivery or paymentthe unclaimed assets shall cease to remain owing by theCompany and the Company shall no longer be responsibleto the owner or holder or his or her estate, for the relevantunclaimed assets.Directors94. Unless and until otherwise from time to time determined byan ordinary resolution of the Company, but always subjectto the provisions of the Act and the Capital Markets Act, thenumber of Directors (including the Chief Executive andexcluding alternates) shall not be less than Seven (7) and notmore than Eleven (11) in number and shall be elected inaccordance with the Act, the Capital Markets Act and theseArticles. A maximum of two Directors shall be elected by53
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