COMPANIES ACT, 2015 Memorandum and Articles of Association of NIC GROUP PLC (Adopted by Special Resolution dated the [Date of EGM]) ORIGINALLY DRAWN AND PREPARED BY [To be confirmed] AMENDED BY COULSON HARNEY ADVOCATES NAIROBI
THE COMPANIES ACT (NO. 17 OF 2015, LAWS OF KENYA) --------- COMPANY LIMITED BY SHARES ------- MEMORANDUM OF ASSOCIATION OF NIC GROUP PLC (Memorandum of Association adopted by Special Resolution duly passed on the [Date to be inserted]) 1. The name of the Company is "NIC GROUP PLC" 2. The registered office of the Company will be situate in Kenya. 3. The liability of the Members is limited. 4. The share capital of the Company is Kenya Shillings Four Billion (KShs.4,000,000,000/-) divided into eight hundred million (800,000,000) shares of Kenya Shillings 5/= each. The Company has power from time to time to increase or reduce its capital and to divide the shares in the original or increased capital into several classes and to attach thereto respectively any preferential or deferred, qualified or special rights, privileges or conditions. The company was originally incorporated with a share capital of shillings 5,000,000/= divided into 250,000 shares of 20/= each. The capital was increased and subdivided by ordinary and special resolutions passed on 1 st February 1971, 4 th December 1978, 26 th May 1980, 15 th June 1982, 1 st December 1983, 1 st December 1987, 21 st May 1991, 14 th May 1993, 12 th May 1994, 15 th May 1996, 25 th June 1997, 27 th May 1999 and 21 st August 2007.** Page - 2 - of 40
WE the several persons whose names, postal addresses and occupations are subscribed are desirous of being formed into a Company in pursuance of this Memorandum of Association. NAMES, POSTAL ADDRESSES & OCCUPATION OF SUBSCRIBERS R. RIDLEY P.O. Box 30003, NAIROBI BANK OFFICIAL NUMBER OF SHARES TAKEN ONE SIGNATURE OF SUBSCRIBERS R. Ridley Signed. F.C. DEWELL P.O. BOX 4599, NAIROBI COMPANY DIRECTOR ONE F.C.Dewell Signed. DATED at Nairobi, this 28 th day of September, 1959. WITNESS to the above Signatures:- Michael W. Harley, P.O. Box 30333, NAIROBI SOLICITOR Page - 3 - of 40
THE COMPANIES ACT (NO. 17 OF 2015, LAWS OF KENYA) --------- COMPANY LIMITED BY SHARES ------- ARTICLES OF ASSOCIATION OF NIC GROUP PLC (Articles of Association adopted by Special Resolution duly passed on the [Date to be inserted]) 1. INTERPRETATION 1.1. In these Articles, the following words and expressions shall have the following meanings, unless excluded by the subject or context, namely: 1.1.1. Act means the Companies Act (No. 17 of 2015, laws of Kenya); 1.1.2. Annual Meeting and Extraordinary Meeting mean respectively an Annual General Meeting and Extraordinary General Meeting of the Company duly called and constituted, or any adjournment thereof; 1.1.3. Applicable Laws mean the Act and every other statute or subordinate legislation for the time being in force concerning companies and affecting the Company (including, without limitation, The Capital Markets Act (Chapter 485A), The Central Depositories Act, 2000 and The Unclaimed Financial Assets Act, No. 4 of 2011) including every amendment or re-enactment (with or without amendment) thereof for the time being in force; 1.1.4. Articles means these Articles of Association originally framed or as from time to time altered by Special Resolution; 1.1.5. Banking Act means the Banking Act (Chapter 488, laws of Kenya); 1.1.6. Board means the Board of Directors of the Company or the Directors present at a duly convened meeting of the Directors at which a quorum is present; 1.1.7. Call or moneys payable in respect of a call or calls shall include moneys paid in respect of shares in accordance with the conditions of allotment; 1.1.8. Capital, Shares and Debentures mean respectively the capital, shares and debentures from time to time of the Company; 1.1.9. Company means NIC GROUP PLC ; Page - 4 - of 40
1.1.10. Directors means the Directors for the time being of the Company and the alternate Directors appointed by them or, as the case may be, the Directors assembled as a Board; 1.1.11. Dividend includes a bonus; 1.1.12. fully paid in relation to a share, means the price at which the share was issued has been fully paid to the Company; 1.1.13. General Meeting means an Annual General Meeting or Extraordinary General Meeting of the Company; 1.1.14. Member means any person whose name has been entered in the Register; 1.1.15. Office means the Registered Office for the time being of the Company; 1.1.16. Ordinary Resolution has the meaning ascribed to it by the Act; 1.1.17. partly paid, in relation to a share, means part of the price at which the share was issued remains unpaid; 1.1.18. Register means the Register of Members of the Company required to be kept by Section 93 of the Act; 1.1.19. Seal means the Common Seal of the Company; 1.1.20. Secretary means the Secretary of the Company for the time being, or any other qualified person appointed by the Board acting in place of such Secretary and shall include a temporary or assistant secretary; 1.1.21. Special Notice has the meaning ascribed to it by the Act; 1.1.22. Special Resolution has the meaning ascribed to it by the Act; 1.2. In the interpretation of these Articles, unless contrary to the context: 1.2.1. words signifying the singular number shall include the plural and vice versa; 1.2.2. words signifying one gender, whether masculine, feminine or neuter, includes the other two; 1.2.3. a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality); 1.2.4. writing includes printing, lithography, photography, and other modes of representing or reproducing words in a visible form; 1.2.5. year means a calendar year and month means a calendar month; 1.2.6. reference to any statute or statutory provision shall be deemed to include references to any statute regulation or statutory instrument which amends extends consolidates or replaces the same (or shall have done so) and any other regulation statutory instrument or other subordinate legislation made thereunder or pursuant thereto save for an amendment, extension, consolidation or replacement of the same which has retrospective effect; Page - 5 - of 40
2. MODEL ARTICLES The Model Articles contained in the First Schedule to the Companies (General) Regulations, 2015 shall not apply to the Company. 3. BUSINESS 3.1. The business of the Company shall, to the extent permitted by the Banking Act and other Applicable Laws be unrestricted, and shall include, without limitation, the following objects and all incidental matters: 3.1.1. To carry on the business of a non-operating holding company as defined under the Banking Act 3.1.2. To co-ordinate the administration of and to provide advisory, management and other services in connection with the activities of any companies which are for the time being and from time to time subsidiaries of the Company 3.2. Any branch or kind of business which the Company is either expressly or by implication authorized to undertake may be undertaken by the Board at such time or times as it shall deem fit and, further, may be permitted by it to be in abeyance, whether such branch or kind of business may have been actually commenced or not, so long as the Board may deem it expedient not to commence or proceed with the same. 4. MANAGEMENT The Board shall have the power to enter into agreements with any person, firm or corporation providing for the management of any or all of the Company's business or affairs, and may similarly enter into agreements providing for the management by the Company of any or all of the business or affairs of any person, firm or corporation. 5. CAPITAL AND SHARES Power to issue shares of different classes 5.1. Without affecting any special rights previously conferred on the holders of any existing shares or class of shares (which special rights shall not be modified or abrogated except with such consent or sanction as is hereinafter provided), the Company may issue shares (whether forming part of the original capital or not) that have: 5.1.1. preferred, deferred or other special rights; or 5.1.2. any restrictions, whether in regard to dividend, voting, return of capital or otherwise, that the Company may from time to time by ordinary resolution determine. 5.2. Subject to Part XX of the Act, the company may issue shares on the terms that they are to be redeemed, or liable to be redeemed, at the option of the Company or the holders of the shares. 5.3. The directors may determine the terms, conditions and manner of redemption of the shares. 5.4. If at any time, the share capital is divided into different classes of shares, the rights attached to any class (unless otherwise provided by the terms of issue of the shares of that class) Page - 6 - of 40
may from time to time (whether or not the Company is being wound up) be altered or abrogated with the consent in writing of the holders of not less than three-fourths of the issued shares of that class or with the sanction of a Special Resolution passed at a separate General Meeting of the holders of the shares of that class. To every such separate General Meeting, all the provisions of these Articles relating to General Meetings of the Company shall, mutatis mutandis, apply but so that the necessary quorum shall be two persons at least holding or representing by proxy not less than three-fourths of the issued shares of the class and so that any holder of shares of the class present in person or by proxy may demand a poll. 5.5. The special rights conferred upon the holders of any shares or class of shares shall not, unless otherwise expressly provided by the conditions of issue of such shares, be deemed to be altered by the creation or issue of further shares ranking pari passu therewith. Payment of commissions on subscription for shares 5.6. If the following conditions are satisfied, the Company may pay a commission to a person under section 331 of the Act (Permitted commissions): 5.6.1. the commission paid or agreed to be paid does not exceed ten per cent (10%) of the price at which the shares in respect of which the commission is paid are issued; 5.6.2. if those shares are offered to the public for subscription, the Company, before making the payment, discloses the amount or rate of the commission in the prospectus for the public offer; and 5.6.3. if those shares are not offered to the public for subscription, the Company, before making the payment, discloses the amount or rate of the commission in any circular or notice issued by the Company inviting subscriptions for those shares. 5.7. The commission may be paid: 5.7.1. in cash; 5.7.2. fully paid or partly paid shares; or 5.7.3. partly in one way and partly in the other. 5.8. The Company may also on any issue of shares pay a brokerage that is lawful. Interests in shares 5.9. Except as required by law, no person shall be recognized by the Company as holding any share upon any trust and the Company shall not be bound by or compelled in any way to recognize (even when having notice thereof) any equitable, contingent, future or partial interest in any share or any interest in any fractional part of a share or (except only as by these Articles or by law otherwise required or provided) any other right in respect of any share other than an absolute right to the entirety thereof in the registered holder. Share Certificates 5.10. Subject to the Applicable Laws, the Company shall issue each Member, free of charge, with one or more certificates in respect of the shares that the Member holds, within two (2) months after Page - 7 - of 40
allotment or lodgment of a proper document of transfer or within any other period that the conditions of issue provide. If more than one person holds a share, only one certificate may be issued in respect of it. A certificate may not be issued in respect of shares of more than one class. 5.11. A certificate is invalid unless it: 5.11.1. specifies (a) in respect of how many shares and of what class the certificate is issued; (b) the amount paid up on them; and (c) any distinguishing numbers assigned to them; and 5.11.2. has affixed to it the company's common seal or the company's official seal in accordance with Part IV of the Act or is otherwise executed in accordance with the Act. 5.12. A Member may request the company to replace the Member's separate certificates with a consolidated certificate or to replace the Member's consolidated certificate with two (2) or more separate certificates representing the proportion of the shares that the Member specifies. A consolidated certificate may be issued only if any certificates that it is to replace have first been returned to the company for cancellation. Separate certificates may be issued only if the consolidated certificate that they are to replace has first been returned to the company for cancellation. 5.13. If a share certificate is defaced, lost or destroyed, it may be replaced on payment of such fee (if any) as the Board may from time to time determine and, in the case of loss or destruction, on such terms, if any, as to evidence and indemnity and payment of the out-ofpocket expenses of the Company of investigating such evidence as the Board may think fit and, in case of defacement, on delivery of the old certificate to the Company. Allotment of shares 5.14. The Directors shall not exercise any power conferred on them to allot shares in the Company without the prior authorisation of the Company by resolution if the authorisation is required by section 329 of the Act (Power of directors to allot shares: authorisation by company). Alteration of share capital 5.15. The Company may by ordinary resolution alter its share capital in any one or more of the ways set out in Division I of Part XV of the Act (Alteration and consolidation of share capital). Reduction of share capital 5.16. The Company may by special resolution reduce its share capital in accordance with Division 2 of Part XV of the Act (Reduction of share capital). Acquisition by company of its own shares 5.17. The Company may acquire its own shares in accordance with Part XVI of the Act (Acquisition by limited company of its own shares). Immobilization of Shares 5.18. Pursuant to and subject to the Central Depositories Act 2000, title to immobilized and dematerialised shares will be evidenced otherwise than by a certificate and title to such shares Page - 8 - of 40
shall be transferred by means of a book-entry transfer in accordance with the provisions of the Central Depositories Act 2000. 5.19. No provision of these Articles shall apply or have effect in relation to any shares which have been immobilised or dematerialised under the Central Depositories Act 2000 to the extent that it is inconsistent in any respect with: 5.19.1. the holding of such shares in uncertified form; 5.19.2. the transfer of title to such shares by means of a book-entry transfer; and 5.19.3. any provision of the Central Depositories Act 2000. 5.20. Transfers of Securities which have been immobilised or dematerialised under the Central Depositories Act 2000 shall be affected in the manner prescribed thereunder. 5.21. Where the Company refuses to register transfers of Securities required to be registered under Section 14 and 15 of the Central Depositories Act 2000, it shall serve the transferor and transferee with written notice of the reasons for such refusal in accordance with Section 14(5) of the Central Depositories Act 2000. 5.22. An instrument of transfer lodged with the Company pursuant to Section 14(1) of the Central Depositories Act 2000 shall be capable of registration in the name of a central depository or its nominee company if such instrument has been certified by a central depository agent instead of being executed by the central depository or its nominee Company. 5.23. With effect from the date of dematerialisation of the shares, any reference to a transfer of share or debentures shall be a reference to a book entry transfer performed by the central depository in accordance with Section 27(1) (b) of the Central Depositories Act 2000. 5.24. Any provisions in the Articles inconsistent with the requirements of the Central Depositories Act 2000 or as prescribed by the Authority under Regulations in respect of registration, transfer, immobilization or dematerialization of securities shall be deemed to be modified to the extent of such inconsistency in their application to securities which are in part or in whole immobilized or dematerialized or are required by the Central Depository Act 2000 or Regulations and Rules issued thereunder to be immobilized or dematerialized in part or whole as the case may be. 5.25. If the Board declines to register a transfer, it shall, within two (2) months after the date on which the transfer was lodged with the Company, send to the transferor and the transferee notice of the refusal. 5.26. The registration of transfers may be suspended and the Register closed at such time and for such periods as the Board may from time to time determine provided that such suspension and closure shall not be for more than thirty (30) days in any year. 5.27. There shall be paid to the Company in respect of the registration of any probate, letters of administration, certificate of marriage or death, power of attorney, notice of attachment, deed poll or other document relating to or affecting the title to any share, such fee (if any) as the Board may from time to time require or prescribe. Page - 9 - of 40
5.28. Where any securities of the Company are forfeited pursuant to these Articles after being immobilised or dematerialised, the Company shall be entitled to transfer such securities to a securities account designated by the Board for this purpose. Calls on Shares 5.29. The Board may from time to time, make calls upon the Members in respect of any moneys unpaid on their shares and each Member shall (subject to the Company giving to him at least fourteen (14) days notice specifying the time or times and place of payment) pay to the Company at the time or times and places so specified the amount called on his shares. A call may be revoked or postponed as the Board may determine. 5.30. A call shall be deemed to have been made at the time when the resolution of the Board authorizing the call was passed and may be required to be paid by installments. 5.31. The joint holders of a share shall be jointly and severally liable to pay all calls in respect thereof. 5.32. If a sum called in respect of a share is not paid before or on the day appointed for payment thereof, the person from whom the sum is due shall pay interest on the sum from the day appointed for payment thereof to the time of actual payment at such rate as the Board may from time to time determine but the Board may waive payment of such interest wholly or in part. 5.33. Any sum which, by the terms of issue of a share, becomes payable on allotment or on any fixed date, whether on account of the nominal amount of the share or by way of premium, shall for all the purposes of these Articles be deemed to be a call duly made and payable on the date on which, by the terms of issue, the same becomes payable and, in case of nonpayment, all the relevant provisions of these Articles as to payment of interest and expenses, forfeiture or otherwise shall apply as if such sum had become payable by virtue of a call duly made and notified. 5.34. The Board may differentiate between the holders as to the amount of calls to be paid and the times of payment. 5.35. The Board may, if it thinks fit, receive from any Member willing to advance the same all or any part of the moneys uncalled and unpaid upon any shares held by him and upon all or any of the moneys so advanced may (until the same would, but for such advance, become presently payable) pay interest at such rate as may be agreed upon between the Board and the Member paying such sum in advance. 5.36. On the trial or hearing of any action for the recovery of any money due for any call, it shall be sufficient to prove that the name of the Member sued is entered in the Register as the holder, or one of the holders, of the shares in respect of which such debt accrued, that the resolution making the call is duly recorded in the Minute Book of the Company or of the proceedings of the Board, and that notice of such call was duly given to the Member sued in pursuance of these Articles; and it shall not be necessary to prove the appointment of the Board which made such call, nor any other matters whatsoever, but the proof of the matters aforesaid shall be conclusive evidence of the debt. Page - 10 - of 40
Forfeiture and Lien on Shares not fully paid 5.37. If any Member fails to pay any call or installment on or before the date appointed for the payment of the same, the Board may at any time thereafter during such time as the call or installment remains unpaid, serve a notice on each Member requiring him to pay the same, together with any interest that may have accrued and all expenses that may have been accrued by the Company by reason of such non-payment. 5.38. The notice shall name a day (not being less than Fourteen (14) days from the date of the notice) and a place or places on and at which such call or installment and such interest and expenses as aforesaid are to be paid. The notice shall also state that, in the event of nonpayment on or before the day and at the place appointed, the shares in respect of which the call was made or installment is payable will be liable to be forfeited. The Board may accept the surrender of any share liable to be forfeited hereunder and, in such case, references herein to forfeiture shall include surrender. 5.39. If the requirements of any such notice are not complied with, any shares in respect of which such notice has been given may, at any time thereafter, before payment of all calls or installments, interest and expenses due in respect thereof, be forfeited by a resolution of the Board to that effect. Such forfeiture shall include all dividends declared in respect of the forfeited shares and not actually paid before the forfeiture. 5.40. Where any share has been forfeited, notice of the resolution shall be given to the Member in whose name it stood prior to the forfeiture or to the person entitled to the share by reason of the death or bankruptcy of the Member (as the case may be) and an entry of the forfeiture, with the date thereof shall forthwith be made in the Register of Members, and the Member (or his beneficiary, as the case may be) shall be bound to deliver forthwith to the Company any certificate or certificates held by him for the share or shares so forfeited, but no forfeiture shall be in any manner invalidated by any omission or neglect to give such notice as aforesaid. 5.41. A forfeited share shall be deemed to be the property of the Company and may be sold, reallotted or otherwise disposed of upon such terms and in such manner as the Board may think fit and, at any time before a sale, re-allotment or other disposition, the forfeiture may be cancelled on such terms as the Board may think fit. Where for the purposes of its disposal a forfeited share is to be transferred to any person the Board may authorize some person to execute an instrument of transfer of the share to that person. 5.42. Any Member whose shares have been forfeited shall cease to be a Member in respect of the forfeited shares but shall, notwithstanding, be liable to pay, and shall forthwith pay to the Company all calls, installments, interest and expenses owing upon or in respect of such shares at the time of such forfeiture, together with interest thereon, from the time of such forfeiture until payment, at such rate as the Board may from time to time determine, and the Board may enforce the payment of such moneys or any part thereof as they think fit, but shall not be under obligation so to do. 5.43. The provisions of these Articles as to forfeiture shall apply in the case of nonpayment of any sum which, by the terms of issue of a share, becomes payable at a fixed time, Page - 11 - of 40
whether on account of the amount of the share or by way of premium, as if the same had been payable by virtue of a call duly made and notified. 5.44. A statutory declaration in writing that the declarant is a Director or the Secretary of the Company and that a share has been duly forfeited on the date stated in the declaration shall be conclusive evidence of the facts stated therein as against all persons claiming to be entitled to the share. Such declaration and the receipt of the Company for the consideration (if any) given for the share on the sale, re-allotment or disposal thereof together with the certificate for the share delivered to a transferee or allottee thereof shall (subject to the execution of a transfer if the same be so required) constitute a good title to the share and the person to whom the share is sold, re-allotted or otherwise disposed of shall be registered as the holder of the share and shall not be bound to the application of the consideration (if any) nor shall his title to the share be affected by any irregularity in or invalidity of the proceedings in reference to the forfeiture, sale, re-allotment or other disposition of the share. 5.45. The Company shall have a first and paramount lien upon every share (not being a fully paid share) registered in the name of each Member (whether solely or jointly with others) for all moneys (whether presently payable or not and whether the period for the payment, fulfillment or discharge thereof shall have actually arrived or not) due from such Member or his estate, either alone or jointly with any other person, to the Company but the Board may at any time declare any share to be wholly or in part exempt from the provisions of this Article. The Company s lien, if any, on a share shall extend to all dividends payable thereon. Unless otherwise agreed, the registration of a transfer of shares shall operate as a waiver of the Company's lien (if any) upon such shares. 5.46. For the purpose of enforcing such lien, the Company may sell in such manner as the Board may determine, any share on which the Company has a lien but no sale shall be made unless some sum in respect of which the lien exists is presently payable or before the expiration of fourteen (14) days after a notice in writing, stating and demanding payment of the sum presently payable and giving notice of the intention to sell in default, shall have been given to the registered holder for the time being of such share, or to the person entitled to the share by reason of his death or bankruptcy. 5.47. To give effect to any such sale, the Board may authorize any person to transfer the share sold to the purchaser thereof. The purchaser shall be registered as the holder of such share or shares and he shall not be bound to see to the application of the purchase money nor shall his title to the share be affected by any irregularity in or invalidity of the proceedings in reference to the sale and the remedy of any person aggrieved by the sale shall be in damages only and against the Company exclusively. 5.48. The net proceeds of any such sale, after payment of the cost of such sale, shall be applied in or towards payment or satisfaction of the debt or liability in respect whereof the lien exists so far as the same is presently payable and any residue shall (subject to a like lien for debts or liabilities not presently payable as existed upon the share prior to the sale) be paid to the person entitled to the share at the time of the sale, but subject to the surrender to the Company for cancellation of any certificate or certificates for the shares sold. Transfer of Shares Page - 12 - of 40
5.49. Subject to the Applicable Laws, all transfer of shares shall be in writing in any usual or common form as the Board may from time to time or at any time approve. 5.50. The instrument of transfer of a share shall be executed by or on behalf of the transferor and transferee, provided that the Board may dispense with execution by the transferee in any case which it thinks fit to do so. The transferor shall be deemed to remain the holder of the share until the name of the transferee is entered in the Register in respect thereof. All instruments of transfer, when registered, shall be retained by the Company. 5.51. The Board may, in its absolute discretion, decline to register any instrument of transfer of shares (not being fully paid shares). 5.52. The Board may also decline to register any instrument of transfer if:- 5.52.1. the transfer relates to shares on which the Company has a lien; or 5.52.2. the registration fee (of such amount as the Board may from time to time prescribe) is not paid to the Company in respect thereof; or 5.52.3. it is not accompanied by the certificate or certificates for the shares to which it relates, and such other evidence as the Board may reasonably require to show the rights of the transferor to make the transfer; or 5.52.4. it is of shares of more than one class of shares; or 5.52.5. the transferee named therein is:- (i) (ii) (iii) (iv) an infant person; or a person incapable by reason of mental disorder of managing and administering his property and affairs; or a partnership in its partnership name; or in the case of a transfer to joint holders, they exceed four in number; or 5.52.6. the registration of shares would infringe any law of Kenya. 5.53. If the Board refuses to register a transfer it shall, within sixty (60) days after the date on which the instrument of transfer was lodged with the Company, send to the transferee notice of the refusal together with a statement specifying the reasons for refusal. Any instrument of transfer which the Board refuses to register shall (except in the case of fraud) be returned to the person lodging it when notice of refusal is given. 5.54. The Board may suspend the registration of a transfer of a share for any period or periods not exceeding thirty (30) days in each financial year of the Company. 5.55. The Company shall be entitled to charge a fee of such amount, not exceeding such sum as the Board may from time to time prescribe having regard to prevailing market conditions and regulatory requirements, on the registration of every probate, letters of administration, certificate of death or marriage, power of attorney or other instrument relating to or affecting the title to any share. Page - 13 - of 40
Transmission of Shares 5.56. In case of the death of a Member, the survivor or survivors, where the deceased was a joint holder, and the legal personal representatives of the deceased, where he was a sole holder, shall be the only persons recognized by the Company as having any title to his share, but nothing herein contained shall release the estate of a deceased holder from any liability in respect of any share which had been solely or jointly held by him. 5.57. Any person becoming entitled to a share in consequence of the death or bankruptcy of a Member may, upon such evidence as to his title being produced, as may from time to time be properly required by the Board, and subject as hereinafter provided, elect either to be registered himself as the holder of the share or to have some person nominated by him registered as the transferee thereof but the Board shall, in either case, have the same right to decline or suspend registration as it would have had in the case of a transfer of the share by that Member before his death or bankruptcy as the case may be. 5.58. If the person so becoming entitled shall elect to be registered himself, he shall deliver or send to the Company a notice in writing signed by him stating that he so elects. If he shall elect to have another person registered, he shall testify his election by execution of a transfer of the share to that person. All the provisions of these Articles relating to the right to transfer and the registration of transfers of shares shall apply to any such notice or transfer as if the death or bankruptcy of the Member had not occurred and the notice or transfer were a transfer executed by that Member. 5.59. A person becoming entitled to a share in consequence of the death or bankruptcy of a Member shall be entitled to receive, and may give a discharge for all dividends and other moneys payable in respect of the share, but he shall not be entitled to receive notices of or to attend or vote at General Meetings of the Company or to have any of the rights or privileges of a Member until he shall have become a Member in respect of the share. The Board may at any time give notice requiring any such person to elect either to be registered himself or to transfer the share and if the notice is not complied with within sixty (60) days the Board may thereafter withhold payment of all dividends or other moneys payable in respect of the share and such person shall not thereafter have any right to attend or vote at any General Meeting in respect of the share until the requirements of the notice have been complied with. Unclaimed Assets 5.60. The Company shall, as required by the Unclaimed Financial Assets Act, deliver or pay to the Unclaimed Financial Assets Authority any unclaimed assets including but not limited to shares and dividends in the Company presumed to be abandoned or unclaimed in law and any dividends remaining unclaimed beyond prescribed statutory periods and the Board may perform such acts as may be necessary to effect such delivery or payment. Upon such delivery or payment, the unclaimed assets shall cease to remain owing by the Company and the Company shall no longer be responsible to the Member or his or her estate, for the relevant unclaimed assets. 6. DECISION-TAKING BY MEMBERS General Meetings Page - 14 - of 40
6.1. Subject to Division 5 of Part XII of the Act, the Company shall, in respect of each financial year of the Company, hold a General Meeting as its Annual General Meeting in accordance with section 310 of the Act (Public companies: annual general meeting). 6.2. The Directors may, if they consider appropriate, convene a General Meeting. 6.3. If the Directors are required to convene a General Meeting under section 277 of the Act (Right of members to require directors to convene general meeting), they shall convene it in accordance with section 278 of the Act (Directors duty to convene general meetings required by members). 6.4. If the Directors do not convene a General Meeting in accordance with section 278 of the Act, the Members who requested the meeting, or any of them representing more than one half of the total voting rights of all of them, may themselves convene a General Meeting in accordance with section 279 of the Act (Power of members to convene general meeting at the expense of the company). Notice of General Meetings 6.5. The Directors may convene an Annual General Meeting only by giving members at least twenty one (21) days' notice of the meeting (exclusive of the day on which it is served or deemed to be served and of the day for which it is given). 6.6. The Directors may convene a General Meeting other than an Annual General Meeting only by giving Members at least fourteen (14) days notice of the meeting (exclusive of the day on which it is served or deemed to be served and of the day for which it is given). 6.7. The Directors shall ensure that the notice: 6.7.1. specifies the date and time of the meeting; 6.7.2. specifies the place of the meeting (and if the meeting is to be held in two (2) or more places, the principal place of the meeting and the other place or places of the meeting); 6.7.3. states the general nature of the business to be dealt with at the meeting; 6.7.4. for a notice convening an Annual General Meeting, states that the meeting is an Annual General Meeting; 6.7.5. if a resolution (whether or not a special resolution) is intended to be moved at the meeting: 6.7.5.1. include notice of the resolution; and 6.7.5.2. include or be accompanied by a statement containing any information or explanation that is reasonably necessary to indicate the purpose of the resolution; 6.7.6. if a special resolution is intended to be moved at the meeting, specifies the intention and include the text of the special resolution; and 6.7.7. contains a statement specifying a Member's right to appoint a proxy under section 298 of the Act (Right to appoint proxy). 6.8. Sub-Article 6.7.5 does not apply in relation to a resolution of which: Page - 15 - of 40
6.8.1. notice has been included in the notice of the meeting under section 278(2) or section 279(2) of the Act; or 6.8.2. notice has been given under section 289 of the Act (Members' power to request circulation of resolution for annual general meeting). 6.9. Despite the fact that a General Meeting is convened by shorter notice than that specified in Article 6.5 or 6.6 (as the case may be), it is regarded as having been duly convened if it is so agreed, for an Annual General Meeting, by all the Members entitled to attend and vote at the meeting and in any other case, by a majority in number of the Members entitled to attend and vote at the meeting, being a majority together representing at least ninety five per cent (95%) of the total voting rights at the meeting of all the Members. 6.10. Each Member and each Director are entitled to be given notice of a General Meeting. For purposes of this Article, the reference to a Member includes a transmittee, if the Company has been notified of the transmittee's entitlement to a share. 6.11. If notice of a General Meeting or any other document relating to the meeting is required to be given to a Member, the Company shall give a copy of it to its auditor (if more than one auditor, to each of them) at the same time as the notice or the other document is given to the Member. 6.12. An accidental omission to give notice of a General Meeting to, or any non-receipt of notice of a General Meeting by, any person entitled to receive notice does not invalidate the proceedings at the meeting. 6.13. The Company shall give notice of a General Meeting either in hard copy form, in electronic form, by means of a website (in accordance with section 283 of the Act); or partly by one such means and partly by one or more of the other such means. 6.14. Subject to Article 6.1, if the Board, in its absolute discretion, considers that it is impractical or unreasonable for any reason to hold a General Meeting on the date or at the time or place specified in the notice calling the General Meeting, it may postpone the General Meeting to another date, time and place. When a meeting is so postponed, notice of the date, time and place of the postponed meeting shall be placed in one national newspaper in Kenya and in one national newspaper in any other country where, for the time being, the shares of the Company are listed on a stock exchange. Notice of the business to be transacted at the postponed meeting shall not be required unless it is postponed for thirty (30) days or more. Proceedings at General Meeting 6.15. The business of an Annual General Meeting shall be to receive and consider the statement of profit and loss and the balance sheet, the report of the Board and of the Auditors, to elect Directors, Auditors and other officers in the place of those retiring, to declare dividends, fix the remuneration of the Auditors, and to transact any other business which under these Articles and/or under the Act ought to be transacted at an Annual General Meeting. All other business transacted at any Annual General Meeting and all business transacted at an Extraordinary Meeting shall be deemed special. 6.16. Ten (10) Members (including corporations present by proxy or by a representative in accordance with Article 6.31) personally present and entitled to vote shall be a quorum for a Page - 16 - of 40
General Meeting and no business shall be transacted at any General Meeting unless the quorum requisite be present at the commencement of the business. 6.17. The Chairman of the Board, or in his absence the Vice-Chairman of the Board, shall preside at every General Meeting, or if there be no Chairman or Vice-Chairman, or if any Meeting he or the Vice-Chairman shall not be present within ten (10) minutes after the time appointed for holding such Meeting, the Members personally present shall choose another Director as Chairman; and if no Director be present, or if all the Directors present decline to take the chair, then the Members personally present shall choose one of their number to be the Chairman of the Meeting. Nothing in these Articles shall restrict or exclude any of the powers or rights of a chairman of a meeting which have been given by law. 6.18. If within ten (10) minutes from the time appointed for the Meeting a quorum is not present, the Meeting, if convened upon such requisition as aforesaid, shall be dissolved. In any other case it shall stand adjourned to the same day in the next week at the same time and place, or if such place be not available, at such other place as the Board may appoint, but should such day be a gazetted holiday, then it shall be adjourned to the first business day next following such public holiday at the same time, and if at such adjourned Meeting a quorum is not present, those Members who are present shall be a quorum, and may transact the business for which the Meeting was called. 6.19. The Chairman of the General Meeting may, with the consent of the Meeting, adjourn the same from time to time and from place to place, but no business shall be transacted at any adjourned Meeting other than the business left unfinished at the Meeting from which the adjournment took place. Whenever a Meeting is adjourned for thirty (30) days or more, notice of the adjourned Meeting shall be given in the same manner as in the case of an original Meeting. Save as aforesaid, it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned Meeting. 6.20. At any General Meeting a Resolution put to the vote of the Meeting shall be decided on a show of hands unless (before or on the declaration of the result of the show of hands) a poll is demanded by the Chairman of the Meeting or by any Member holding not less than onesixtieth (1/60 th ) part of the capital represented at the Meeting and present in person or by proxy or, in the case of a corporation, represented in accordance with Article 6.31. Unless a poll is so demanded, a declaration by the Chairman that a Resolution has, on a show of hands, been carried or carried unanimously or by a particular majority or lost or not carried by a particular majority and an entry to that effect in the book containing minutes of the proceedings of the Company shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against such Resolution. 6.21. A poll demanded on the election of a Chairman or on a question of adjournment shall be taken forthwith. A poll demanded on any other question shall be taken in such manner and at such time and place as the Chairman of the Meeting directs. 6.22. If a poll has been duly demanded the result of the poll shall be deemed to be the Resolution of the Meeting at which the poll was demanded. 6.23. The demand of a poll shall not prevent the continuance of a Meeting for the transaction of any business other than the question of which a poll has been demanded. Page - 17 - of 40
6.24. In the case of an equality of votes, the Chairman of the Board shall, either on a show of hands or on a poll, have a casting vote in addition to the vote or votes to which he may be entitled as a Member. 6.25. If any vote shall be counted which ought not to have been counted or might have been rejected, the error shall not vitiate the Resolution unless it is pointed out at the same Meeting and not in that case unless it shall, in the opinion of the Chairman of the Meeting, be of sufficient magnitude to vitiate the Resolution. The demand for a poll may be withdrawn. 6.26. Any minutes of Resolutions and proceedings at General meetings made in the minute books of the Company, if signed by any person purporting to be the Chairman of the meeting to which it relates, or by any person present thereat and appointed by the Directors to sign the same in his place, or by the Chairman at the next Board meeting after the Annual General meeting, shall be conclusive evidence of the facts therein stated. Amendment of Resolutions 6.27. An ordinary resolution to be proposed at a general meeting may be amended by ordinary resolution if: 6.27.1. notice of the proposed amendment is given to the Secretary in writing; and 6.27.2. the proposed amendment does not, in the reasonable opinion of the person presiding at the meeting, materially alter the scope of the resolution. 6.28. The notice required to be given by a person entitled to vote at the General Meeting at which it is to be proposed is at least forty eight (48) hours before the meeting is to take place (or such later time as the chairman at the meeting determines). 6.29. A special resolution to be proposed at a General Meeting may be amended by ordinary resolution if: 6.29.1. the Chairman proposes the amendment at the meeting at which the special resolution is to be proposed; and 6.29.2. the amendment merely corrects a grammatical or other non-substantive error in the special resolution. 6.30. No amendment to a resolution may in any event be considered or voted on unless either at least forty eight (48) hours prior to the time appointed for holding the meeting or adjourned meeting at which such ordinary resolution is to be proposed, notice in writing of the terms of the amendment and intention to move the same has been lodged at the registered office or received in electronic form at the electronic address at which the Company has or is deemed to have agreed to receive it or the Chairman in his absolute discretion decides that it may be considered or voted on. If an amendment to any resolution under consideration is proposed but is ruled out of order by the Chairman in good faith, any error in such ruling shall not invalidate the proceedings on the original resolution unless a Court otherwise determines. Votes of Members Page - 18 - of 40
6.31. Subject to any special terms as to voting upon which any share may be issued or may for the time being be held, on a show of hands every Member who (being an individual) is present in person or by proxy or attorney or (being a corporation) is present by a representative appointed in accordance with Article 6.35 or by his proxy shall have one vote. On a poll every Member present in person or by proxy shall have one vote for every share held by him. 6.32. Where there are joint holders of a share, any one of such persons may vote at any Meeting either personally or by proxy, in respect of such shares as if he were solely entitled thereto; but if more than one of such joint holders be present at any Meeting, personally or by proxy, that one of the said persons whose name stands first in the Register in respect of such shares shall alone be entitled to vote in respect thereof. Several executors or administrators of a deceased Member in whose name any shares stand shall for the purpose of this Article be deemed joint holders thereof. 6.33. No Member shall be entitled to receive any dividend or to be present or to vote on any question, either personally or by proxy, at any General Meeting or upon a poll, or to be reckoned in a quorum, whilst any call or other sum shall be due and payable to the Company in respect of any of the shares held by him, whether alone or jointly with any other person or the Board determines otherwise. 6.34. No objection shall be raised to the qualification of any vote except at the Meeting or adjourned Meeting at which the vote objected to is given or tendered and every vote not disallowed at such Meeting shall be valid for all purposes. Any such objection made in due time shall be referred to the Chairman of the Meeting whose decision shall be final and conclusive. Proxies and Representatives 6.35. Any corporation which is a Member of the Company may by resolution of its Directors or other governing body or by notification in writing under the hand of some officer of such corporation duly authorized in that behalf authorize such person as it thinks fit to act as its representative at any Meeting of the Company or of any class of Members of that Company and the person so authorized shall be entitled to exercise the same powers on behalf of the corporation which he represents as that corporation could exercise if it were an individual Member of the Company. 6.36. A Member of unsound mind in respect of whose estate a manager has been appointed under section 38 of the Mental Treatment Act (Cap.248) may vote, whether on a show of hands or on a poll, by his said manager and any such manager may, on a poll, vote by proxy. The manager may vote by proxy on a show of hands or on a poll. 6.37. On a poll, votes may be given either personally or by proxy or attorney or by a representative of a corporation appointed in accordance with Article 6.35 or by his proxy. The instrument appointing a proxy shall be in writing under the hand of the person granting such proxy or his duly authorized attorney, or if the appointer be a company or corporation, shall be either under its common seal or under the hand of an officer or attorney so authorized. A proxy need not be a Member of the Company but shall be entitled to the same right to speak and address a Meeting as the Member appointing him. 6.38. The instrument appointing a proxy and a Power of Attorney or other authority, if any, under which it is signed, or a notarially certified copy of that power or authority, shall be deposited at Page - 19 - of 40