Nairobi Securities Exchange Limited (Kenya) – Notice of 68th AGM to be held on the 3rd June 2022

NOTICE is hereby given that the 68th Annual General Meeting of the Nairobi Securities Exchange Plc will be held by electronic communication, on Friday 3rd June 2022 at 11.00 a.m. to transact the following business:

ORDINARY BUSINESS
1. To read the notice convening the meeting, table the proxies received and confirm the presence of a quorum.
2. To confirm and adopt the Minutes of the Annual General Meeting held on 3rd June 2021.
3. To receive the Chairman’s Statement and the Chief Executive’s Report.
4. To receive, consider and, if thought fit, adopt the Audited Financial Statements for the year ended 31st December 2021 together with the reports of the Directors and Auditors thereon.
5. To approve a second special dividend of Kshs. 0.50 cents per share resulting in a total special dividend of Kshs.1.00 per share (inclusive of the Kshs. 0.50 cents paid in December 2021) and a final dividend of Kshs. 0.40 per ordinary share, in respect of the Financial Year ended 31st December 2021 and to approve the closure of the Register of Members at the close of business on 3rd June 2022 for one day for the purpose of determining the qualifying members entitled to dividends.
6. To approve the Remuneration Report of the Board as detailed in the Annual Report for the Financial Year ended 31st December 2021 and to authorize the Directors to fix their remuneration.
7. Election of Directors:

1. In accordance with Articles 94 and 95 of the Company’s Articles of Association, Mr. Kiprono Kittony (an Independent Non-Executive Director) retires by rotation and, being eligible, offers himself for reelection;
2. In accordance with Articles 94 and 95 of the Company’s Articles of Association, Mr. Paul Vollant (a Non-Executive Director) retires by rotation, and, although being eligible, does not offer himself for reelection; and
3. In accordance with Articles 94 and 95 of the Company’s Articles of Association, Ms. Isis Nyon’go- Madison (an Independent Non-Executive Director) retires by rotation and, being eligible, offers herself for re-election.

8. In accordance with the provisions of Section 769 of the Companies Act, 2015, the following directors, being members of the Board Audit, Risk and Compliance Committee, be appointed individually to continue to serve as members of the said Committee:

1. Ms. Risper Alaro-Mukoto (subject to re-election);
2. Ms. Isis Nyong’o Madison;
3. Mr. Michael Turner; and
4. Mr. Paul Mwai.

9. To reappoint Messrs Deloitte & Touche as the Auditors of the Company, in accordance with the provisions of Section 721(4) of the Companies Act, 2015 and to authorize the Directors to fix their remuneration for the ensuing Financial Year in accordance with the provisions of Section 724 of the Companies Act, 2015.

SPECIAL BUSINESS
10. Special Resolution on amendment of the Articles of Association of the Nairobi Securities Exchange Plc To consider and, and if appropriate, pass the following Special Resolution: “Subject to obtaining regulatory approvals for the creation of a wholly owned subsidiary of the NSE Group Plc to carry on the exchange business (“Reorganization”), THAT the existing Articles of Association of the Nairobi Securities Exchange Plc be amended by incorporating the changes highlighted in the annexure attached to this resolution, with effect from the date of completion of the Reorganization.”

ANY OTHER BUSINESS

11. To consider any other business of which due notice has been received.

BY ORDER OF THE BOARD

KURIA K. WAITHAKA

COMPANY SECRETARY & CHIEF LEGAL OFFICER

• Nairobi Securities Exchange Limited (NSE.ke) on Africanfinancials