Car & General Limited (Kenya) to hold its AGM on the 24th of March 2022

PUBLIC NOTICE

NOTICE IS HEREBY GIVEN that the eighty second (82″°) Annual General Meeting of Car & General (Kenya) plc (the Company) will be held virtually at the Company’s Registered Office, New Cargen House, .Lusaka/Dunga Road, Industrial Area, Nairobi via electronic means on Thursday, 24″ March, 2022 at 10.00 ‘a.m., to conduct business detailed below.

In view of ongoing Government of Kenya restrictions on public gatherings shareholders will not be able to attend the Annual General Meeting in person but will be able to attend, register for, access the information pertaining to the Audited Financial Statements for the year ended 30th September 2021, vote electronically in person or by proxy and follow the meeting in the manner detailed in the Notes below. Shareholders may ask questions in advance of the meeting as detailed in the Notes below.

A copy of this notice and the documents stated herein can be accessed on the Company’s website at https://www.cargen.com

All resolutions will be conducted by way of a Poll.

ORDINARY BUSINESS
To receive the Directors’ Report and audited financial statements for the year ended 30th September 2021.

1. To receive the Directors’ Report and audited financial statements for the year ended 30th September 2021.
2. To receive and approve the Directors’ Remuneration Report and Policy for the financial year ended.
3. To approve afinal dividend of KShs 3.20 per share as recommended by the Directors.
4. To elect Directors:

(a) Mr M Soundararajan who retires by rotation and, being eligible, offers himself for re- election.
(b) Mr S P Gidoomal who retires by rotation and, being eligible, offers himself for re-election.

5. To appoint the Audit Committee:
Mr P Shah (Chairman), Mr M Soundararajan, Mr S P Gidoomal and Mr C M Ngini being members of the Audit Committee be re-appointed to continue to serve as members of the said Committee in accordance with The Companies Act, 2015.

6. To appoint Messrs Deloitte & Touche as auditors of the Company until the conclusion of the next Annual General Meeting in accordance with Section 721 of the Companies Act and to authorize the Directors to fix the remuneration of the auditors in terms of Section 724 of the Companies Act, 2015.

SPECIAL BUSINESS.

7. To consider and if thought fit, pass the following as Ordinary Resolutions:

a) Increase of Share Capital
“THAT the share capital of the Company be and is hereby increased from Kenya Shillings Two Hundred and Ten million (KShs 210,000,000/-) divided into Forty Two Million (42,000,000) Ordinary Shares of Kenya Shillings five (KShs 5) each by the creation of an additional Forty Million, One Hundred and Three Thousand, Three Hundred and Eight (40,103,308) Ordinary Shares of a par value of Kenya Shillings five (KShs 5/-) each ranking pari passu in all respects with the existing issued ordinary shares in the capital of the Company with the intention that Forty Million, One Hundred and Three Thousand, Three Hundred and Eight (40,103,308) Ordinary Shares will be allotted and issued pursuant to a bonus issue”.

b) Bonus Issue:
“That the sum of KShs. 200,516,540/-, being part of the amount now standing to the credit of the retained earnings account of the Company be capitalised and that the same be applied in making payment in full at par for 40,103,308 Ordinary Shares of KShs. 5.00 each in the capital of the Company and that such Ordinary Shares to be distributed as fully paid among the persons who were registered as holders of the ordinary shares in the capital of the Company at the close of business on 24° March 2022 at the rate of one (1) new ordinary share for every one (1) fully paid up ordinary shares (with fractions disregarded) held by such holders and that such shares shall rank pari passu for all purposes and in all respects with the existing Ordinary Shares in the share capital of the Company and the Board of Directors be and are hereby also authorized to allot the said shares and generally to do and effect all acts and things required to give effect to this Resolution.”

The above resolutions (7a and 7b) are subject to the approval of the Capital Markets Authority and the agreement to list the additional shares by the Nairobi Securities Exchange.

By Order of the Board

Conrad Nyukuri

Secretary