NSE-Web-Prospectus-2014

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the members from among or to represent the TradingParticipants. A further two Directors shall be elected by themembers from among nominees of companies listed on theNairobi Securities Exchange to represent the said listedcompanies. Any other directors shall be elected by themembers in accordance with the Companies Actprovided that at all times at least one third of the Directorsmust be Independent Non-executive Directors. If at any timethe number of Directors falls below the minimum numberfixed by or in accordance with these Articles, the remainingDirectors may act for the purpose of convening a generalmeeting or for the purpose of bringing the number ofDirectors to such minimum, and for no other purpose.95. At every Annual General Meeting of the Company onethird of the Directors other than the Chief Executive andany other Director being at the time in the employmentof the Company or any of its Subsidiaries for the timebeing, or, if their number is not three or a multiple ofthree, then the number nearest to, but not exceedingone third shall retire from office. The Directors to retirein every year shall be those who have been longest inoffice since their last election, but as between personswho became directors on the same day, those to retireshall (unless otherwise agreed amongst themselves) bedetermined by lot.96. Notwithstanding the provisions of Article 95 above, anyDirector who retires from office shall be eligible for reelection.97. No person, other than a Director retiring at a meeting,shall be eligible for appointment as a Director at anyGeneral Meeting, unless not less than seven nor morethan twenty one days before the day appointed for themeeting, there shall have been delivered to theSecretary of the Company notice in writing signed by theShareholder, duly qualified to attend and vote at themeeting for which the notice has been given, of hisintention to propose such person for election and noticein writing, signed by the person to be proposed of hiswillingness to be elected.98. The Directors shall cause to be kept a Register of theDirectors’ holdings of shares and debentures of theCompany and of its subsidiaries or holding Company (ifany) required by the Act, and shall cause the same to beavailable for inspection during the period and by thepersons prescribed, and shall produce the same at everyannual general meeting as required by the Act.99. The Directors shall be paid out of the funds of the Companyby way of remuneration for their services such sums as theCompany may from time to time by ordinary resolutiondetermine and such remuneration shall be divided amongthem in such proportion and manner as the Directors maydetermine and, in default of such determination within areasonable period, equally. Subject as aforesaid, a Directorholding office for part only of a year shall be entitled to aproportionate part of a full year’s remuneration. TheDirectors shall also be entitled to be repaid by the Companyall such reasonable travelling (including hotel and incidental)expenses as they may incur in attending meetings of theBoard, or of committees of the Board, or general meeting,or which they may otherwise properly incur in or aboutthe business of the Company.100. Any Director who by request performs special services orgoes or resides abroad for any purposes of the Companymay be paid such extra remuneration by way of salary,percentage of profits or otherwise as the Directors maydetermine.101. Directors shall not be required to hold any sharequalification but shall be entitled to receive notice ofand to attend and speak at all General Meetings of theCompany or at any separate meeting of the holders ofany class of Shares of the Company.Disqualification of Directors116. The office of Director shall be vacated if the Director:(a) ceases to be or is prohibited from being a Director byvirtue of any provision of the Act or the Capital MarketsAct or the Regulations issued thereunder; or(b) becomes bankrupt or makes any arrangement orcomposition with his creditors generally; or(c) becomes incapable by reason of mental disorder ofexercising his functions as Director; or(d) resigns his office by notice in writing to the Company; or(e) is called upon, in writing, to resign by all the remainingDirectors; or(f) is absent either in person or by his alternate, without theprevious sanction of the Directors, for a period of morethan Six months from meetings of the Directors heldduring such period and the Directors resolve that hisoffice be vacated accordingly; or(g) is absent either in person or by his alternate for threeconsecutive meetings of the Directors; or(h) is requested to vacate his office as a Director by aunanimous vote of the Directors (other than the Directorbeing requested to so vacate) on account of conductwhich in the opinion of the Directors is inconsistent withthe values of the Company.117. The Directors shall have power at any time, and fromtime to time, to appoint a person as an additionalDirector either to fill a casual vacancy or as an additionto the existing Directors but so that the total number ofDirectors shall not exceed the maximum authorised bythese Articles; but any person so appointed shall retirefrom office at the next following ordinary generalmeeting, but shall be eligible for election by theCompany at that meeting as an additional Director butshall not be taken into account in determining theDirectors who are to retire by rotation at such meeting.118. The Company may from time to time by ordinaryresolution increase or reduce the number of Directors.119. The Company may by ordinary resolution, remove anyDirector before the expiration of his period of office,and, without prejudice to the powers of the Directors54
under Article 116 hereof, may by an ordinary resolutionappoint another person in his stead; the person soappointed shall be subject to retirement at the sametime as if he had become a Director on the day on whichthe Director in whose place he is appointed was lastelected a Director. Such power of removal may beexercised notwithstanding anything in these Articles orin any agreement between the Company and suchDirector but without prejudice to any claim suchDirector may have for damages for breach of contract ofservice between him and the Company.Executive Directors131. Without prejudice to the power of the Board to appointExecutive Directors on such terms as they may think fitand subject to the provisions of the Capital Markets Act,the Board may from time to time appoint One (1) personof their body to the office of Chief Executive for suchperiod and upon such terms as it thinks fit and, subjectto the provisions of any agreement entered into in anyparticular case, may revoke such appointment. Theappointment of a Director holding the office of ChiefExecutive or the executive office shall (without prejudiceto any claim he may have for damages for breach ofcontract of service between him and the Company) ipsofacto determine if he ceases from any cause to be aDirector.132. The Chief Executive must be qualified to hold such officeas determined by the provisions of the Capital Markets Act.133. Without prejudice to any provision of these Articlesproviding for the disqualification or removal of Directors,the Chief Executive shall hold office for a term of four yearsrenewable once.134. The Chief Executive and other Executive Directors shallreceive such remuneration (whether by way of salary,commission, participation in profits or otherwise) as theBoard may determine and either in addition to or in lieuof their remuneration as a Director.135. The Board may entrust to and confer upon a Chief Executiveand other Executive Directors any of the powers exercisableby it (other than the powers to borrow money, charge theproperty and assets of the Company and pay dividends)upon such terms and conditions and with suchrestrictions as it thinks fit and either collaterally with orto the exclusion of its own powers and may from time totime object to the terms of any agreement entered intoin any particular case revoke, withdraw, alter or vary allor any of such powers.136. When the office of Chief Executive or other ExecutiveDirector falls vacant, the Board may appoint a temporaryreplacement pending appointment of his successor.Dividends and Reserve142. The Company in general meeting may declare dividends, butno dividend shall exceed the amount recommended by theDirectors.143. The Directors may from time to time pay to the Memberssuch interim dividends (including therein the fixed dividendspayable upon any preference or other shares at statedtimes) as appear to the Directors to be justified by theprofits of the Company.144. No dividend shall be paid otherwise than out of profits.145. Subject to the rights of persons, if any, entitled to shareswith special rights as to dividends, all dividends shall bedeclared and paid according to the amounts paid or certifiedas paid on the shares, but if and so long as nothing is paid upon any of the shares in the Company dividends may bedeclared and paid according to the amounts of the shares.No amount paid or credited as paid on a share in advance ofcalls shall, while carrying interest, be treated for thepurposes of this Article as paid on the share. All dividendsshall be apportioned and paid proportionately to theamounts paid or credited as paid on the share during anyportion or portions of the period in respect of which thedividend is paid; but if any share is issued on terms providedthat it shall rank for dividend as from a particular date suchshare shall rank for dividend accordingly.146. The Directors may, before recommending any dividend,set aside out of the profits of the Company such sums asthey think proper as a reserve or reserves which shall, at thediscretion of the Directors, be applicable for any purposeto which the profits of the Company may be properlyapplied, and pending such application may, at the likediscretion, either be employed in the business of theCompany or be invested in such investments (other thanshares of the Company) as the Directors may from timeto time think fit. The Directors may also without placingthe same to reserve carry forward any profits which theymay think prudent not to distribute.147. Notice of any dividend that may have been declared shallbe given in manner hereinafter mentioned to the personsentitled to share therein.148. The Directors may deduct from any dividend payable to anyMember all sums of money (if any) presently payable by himto the Company on account of calls or otherwise in relationto the shares of the Company.149. Any general meeting declaring a dividend or bonus maydirect payment of such dividend or bonus wholly or partlyby the distribution of specific assets and in particular ofpaid up shares, debentures or debenture stock of any othercompany or in any one or more of such ways, and theDirectors shall give effect to such resolution, and whereany difficulty arises in regard to such distribution, theDirectors may settle the same as they think expedient, andin particular may issue fractional certificates and fix thevalue for distribution of such specific assets or any partthereof and may determine that cash payments shall bemade to any Members upon the footing of the value sofixed in order to adjust the rights of all parties and mayvest any such specific assets in trustees as may seemexpedient to the Directors.150.(a) Any dividend or other money payable in cash on or inrespect of shares may be paid by electronic funds transfer orother automated system of bank transfer, electronic ormobile money transfer system, transmitted to such bank orelectronic or mobile telephone address as shown in the55
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NAIROBI SECURITIES EXCHANGE LIMITED
Page 9 and 10: MIMSNSE SharesOfferOffer PeriodOffe
Page 11 and 12: SBG Securities LimitedCfC Stanbic C
Page 13 and 14: Chairman’s Statement(USD 2.89 bil
Page 15 and 16: Section 1Corporate Directory1.1 Cou
Page 17 and 18: 1.15 Subsidiaries of the NSEName &
Page 19 and 20: Section 2TimetableThe timetable for
Page 21 and 22: The dividend history is as follows:
Page 23: 3.3 Basis of Offer PriceThe Offer P
Page 26 and 27: a) agrees that having had the oppor
Page 28 and 29: 4.16.5 In the event that the result
Page 31 and 32: Section 6Development Of Capital Mar
Page 35 and 36: 7.1.5 NSE 20 Share Index Performanc
Page 37 and 38: 8.2 Equities ProfileThe listed shar
Page 39 and 40: Bachelor’s degree in Mathematics
Page 41 and 42: IT departments. Jane has also worke
Page 43 and 44: youthful investors in the use of th
Page 45 and 46: Section 11Material RisksThe future
Page 47: Section 12Legal Opinion45
Page 52: 2. THAT following the increase in a
Page 55: provided by Section 132 of the Act.
Page 59 and 60: Land Reference No. 209/18851 was pu
Page 62 and 63: 13.27 Expenses of the OfferTable 13
Page 64 and 65: AnnexuresAnnexure ANairobi Securiti
Page 69: Annexure A2Nairobi Securities Excha
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Serial No.Offer Opens: 9.00am, 24 J
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Notes113
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Notes115
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