NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the 33rd Annual General Meeting of the Company will be held on Friday, 22nd November 2013 at the Kenyatta International Conference Centre (KICC) Amphitheatre Nairobi at 10.00 am to transact the following business:
- The Company Secretary to read the notice convening the meeting.
- To receive, consider, and if thought fit adopt the Accounts for the year ended 30th June 2013 together with the Directors’ and Auditors’ reports thereon.
- To approve payment of a final dividend of Kshs 0.30 for each ordinary share of Kshs 5.00 par value on the issued share capital of the Company for the year ended 30 June 2013.
- Election of Directors:
- In accordance with Article 100 of the Company’s Articles of Association Ms Khadija Mire retires by rotation and, being eligible, offers herself for re-election.
- In accordance with Article 100 of the Company’s Articles of Association Mr. James Murigu retires by rotation and, being eligible, offers himself for re-election.
- To confirm the Director’s remuneration for the year ended 30th June 2013.
- To note that Ernst & Young, having expressed their willingness, continue in office as auditors of the company in accordance with the provisions of section 159(2) of the Companies Act (Cap 486) and to authorize the Directors to fix their remuneration.
By Order of the Board
- In accordance with Article 100A, any member duly qualified to attend and vote at the meeting may by notice duly signed by him or her and delivered to the Company Secretary at the Head office, , P.O. Box 73167 00200 Nairobi not less than three(3) and not more than(twenty one) 21 days before the date appointed for the annual general meeting ,give notice of his intention to propose any other person for election to the Board, such notice is to be accompanied by a notice signed by the person proposed of his or her willingness to be elected.
- A member entitled to attend and vote at this meeting is entitled to appoint a proxy who need not be a member of the company to attend and vote on his/her behalf. A form may be obtained from the Company’s website (www.uchumi.com) or from the Company’s share registrar’s, Funguo Registrars Limited, 17th Floor Uchumi House, , P. O. Box 45519 – 00100 Nairobi. To be valid, a form of proxy must be duly completed and signed by the member and lodged at the offices of the Company’s registrars not later than 5.00pm on Tuesday 19th November 2013, failing which it will be invalid. In the case of a body corporate the proxy must be under its common seal.
- A copy of this notice, proxy form and entire annual report and accounts may be viewed on the Company’s website at www.uchumi.com or a printed copy obtained from the Company’s share registrars, Funguo Registrars Limited upon request.
1. What happened to my debentures?
At the AGM held on 29th January 2010, the Shareholders approved a resolution to authorise the Directors to allot 85,426,614 New Ordinary Shares to the Debenture holders at a price of K.Shs 10/- per share as consideration for the redemption of the Debentures. The CMA approved the Conversion on 12th November 2010, subject to a further approval to lift the suspension of the trading of the Company’s Shares on the NSE. Consequently the Company has successfully applied to the CMA for the lifting of the Company’s suspension from trading on the NSE and approval was granted on 28th April 2011. The shares began trading at the NSE on 31 May 2011.
2. How many shares was I allotted?
3. Are Uchumi shares traded at the stock exchange?
Uchumi ordinary shares are currently traded on the Nairobi Stock Exchange. The shares have been trading at the NSE since 31 May 2011 when the suspension in trading of the Company’s shares was official lifted.
4. Why are my new shares not reflected in my CDSC account?
The full details of your CDSC account including the broker’s code were missing and therefore the upload was not possible. However a share certificate has been issued and posted to you.
5. Where can I get a copy of the latest financial results announced by Uchumi?
An abridged version of the financial results for the year ended 30 June 2011 are available at the Company’s website under the banner, Investment reports.
6. Will I receive a copy of the annual report?
In line with the practice of leading companies both locally and globally and with our wish to reduce costs, with effect from the annual results in June 2011, the Company will no longer print and distribute an annual Report. The annual results will, however, be available to download in the Investors section of the website and a summary of the results will be published in the major newspapers.
7. Is Uchumi’s Annual Report online?
An abridged version of the Annual Report is available. A complete report shall be available in due course.
8. Why does Uchumi offer electronic shareholder communications?
Legislation has been introduced to enable listed companies to communicate with their shareholders using digital technology. This means information about the Company can be received by shareholders quickly and more cost effectively.
9. When does Uchumi report its financial results?
Uchumi announces its results semi-annually in Feb (for the year ended 31 December) and in August (for the half-year results to 30 June).
10. Do you have shareholder meetings?
Each year you will be invited to attend Uchumi’s Annual General Meeting (AGM). If there is a particularly important matter to decide that cannot wait until the next AGM, shareholders may be called to an Extraordinary General Meeting.
11. When is the next Annual General Meeting?
The next AGM is planned for Mid- November. A notice of the AGM will be circulated in advance through the local dailies.
12. What happens at the Annual General Meeting?
The Annual General Meeting is the main shareholder event of the year. The meeting reviews Uchumi’s performance over the past year and provides an opportunity for shareholders to ask questions and vote on key issues. These include, for example, the approval of the Annual Report, approval for payment of a dividend and the election of directors. Shareholders have the opportunity to ask questions relating to the items on the meeting agenda.
13. What if I cannot attend the Annual General Meeting?
If you cannot attend the meeting in person, you can still express your views on the matters for discussion at the meeting. Before the meeting, if your shares are registered in your own name, we will make a proxy form available. You may use the form to appoint the Chairman of the meeting, to cast your proxy vote the way you want, or to vote at the Chairman's discretion. Alternatively, you may name someone else to go to the meeting and vote for you - your proxy. If your shares are registered in the name of your nominee, the nominee will receive the proxy form.
14. What is the Company's registered address and number?
PO Box 73167 00200
15. Who are your Registrars and what do they do?
Uchumi has appointed Funguo Registrars as its Registrars. The Registrars manage Uchumi’s share register on its behalf. They are responsible for registration of share transfers and maintenance of the register, handling shareholder’s correspondence, carrying out an analysis on changes of shareholding and submitting returns; receiving, verifying and immobilizing documents from the CDSC, issuing of indemnities in case of lost share certificates, and replacing the certificates among other duties required of them as our registrars Their contacts are:
Mr. L. Mwathe/ Mr. S.Bett
16. How much dividend did you declare for last financial year?
The board of directors did not recommend a dividend as the company has just come from the recovery period. This will be reviewed at the end of the current financial year.
17. What are the Company’s future plans?
The Company intends to grow its branch network throughout East Africa. Uchumi entered Tanzania in August 2011. It is currently growing its branch network in Uganda at strategic locations.