NSE-Web-Prospectus-2014

share register of the Company or by cheque or warrantpayable at such place of business as the Company shallspecify in writing, sent through the post to the address ofthe Member or person entitled to it as shown in the shareregister of the Company or if two or more persons areregistered as joint holders of the shares, to the registeredaddress of the joint holder who is first named in the shareregister of the Company or in the case of two or morepersons being entitled thereto in consequence of the deathor bankruptcy of the holder, to any one of such persons atsuch address as the persons being entitled to receivepayment may in writing direct.b) Every such cheque or warrant or funds transfer shall bemade payable to or to the order of the person to whomit is sent or to such person who may be entitled to thesame (as described in Article 151 (a) aforesaid). Paymentof the cheque or warrant, if purporting to be endorsedor enfaced, by the addressee or as the case may be,confirmation of payment having been made by thetransmitting entity to the addressee of a direct debit,bank transfer or other automated system of banktransfer or via a mobile money transfer system, shall ineach case be a good discharge to the Company. Everysuch payment whether by cheque or warrant orelectronic funds transfer or mobile money paymentssystem shall be sent at the risk of the person entitled tothe money represented by it.151. No dividend shall bear interest against the Company.152. Subject to Article 94, all dividends, interest or other sumpayable and unclaimed for 12 months after having becomepayable may be invested or otherwise made use of by theDirectors for the benefit of the Company until claimed andthe Company shall not be constituted a trustee in respectthereof.Notices162. Every notice or other document given by the Company shallbe in writing. To the extent permissible by law, the Companymay serve any notice to be given to its Members by:(a) publishing such notice in two daily newspapers withnationwide circulation; or(b) sending such notice through the post addressed to suchMember at his postal address as appearing in the Registerof Members or the Company’s other records; or(c) by electronic mail to such member at his email addressas appearing in the Company’s records or as shall benotified by such Member to the Company from time totime.Provided that where the Company elects to sendsuch notice to such Member at his email address, theCompany shall ensure that such notice is also publishedin two daily newspapers with nationwide circulation.167. For the purposes of enabling the Directors to determinewhether or not any share is held by a Foreign Investor theDirectors shall maintain a register of Local Investorspursuant to Section 4 (1) of The Capital Markets (ForeignInvestors) Regulations 2002 which register shall beavailable for inspection by any person as if it were a partof the Register of Members.168. For the purposes of enabling the Directors to determinewhether or not any share is to be transferred to a ForeignInvestor every share transfer shall contain a declaration asto whether or not the transferee shall be a Local Investorand the Directors may require such further evidence as theymay properly require to establish that the transfereeshall be Local Investor and in default the transferee maybe deemed by the Directors to be a Foreign Investor.Share Option Scheme169. The Company may by resolution create such share optionor ownership plans, schemes or schemes for its employees,directors, former directors, current and former committeemembers, as it may determine, and may further empowerits directors to implement and in particular to allocate andissue shares to such plans, schemes or arrangements and toimplement such plans, schemes or arrangements.13.9 Statutory Approvals/ LicencesThe Company has all the relevant approvals and business permitsto operate as The Exchange.13.10 Insurance PoliciesThe Company has various insurance policies in force to cover theusual risks, valid until 31 December 2014. The aggregate annualpremiums payable on these polices were Kshs. 6,740,930.13.11 Property bought and disposed in the last five yearsBy an agreement dated 12 July 2012 made between NSE andTosica Limited of P.O. Box 1671-00600 Nairobi, the NSE acquiredthe property known as Land Reference No. 209/18851 (OriginalNo. 209/2142) Nairobi, for Kshs. 360,000,000/-.The Grant in respect of Land Reference No. 209/18851 is dated 19September 2012 and is registered as No. I.R. 138748. The tenureof the property is leasehold for 50 years from 1 September 2008at an annual rent of Kshs 38,000/- . The user of the property iscommercial, offices and residential. An independent valuationreport by Tysons Limited dated 11 May 2012 indicates thatthe market value of Land Reference No. 209/18851 as at thatdate was Kshs. 365,000,000/-. The valuation increased to Kshs385,000,000/- following a further report dated 20 December 2013by Tysons Limited.Local Investors and Foreign Investors166. In these Articles if not consistent with the subject or contextthe terms “Local Investor” and “Foreign Investor” shall havethe same meaning as that defined in The Capital Markets(Foreign Investors) Regulations 2002 as from time to timeamended.56