Kakuzi : Annual Report and Financial Statements 2016

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Kakuzi Limited

Annual Report and Financial Statements For the year ended 31 December 2016

Company information 1

Notice of meeting 2 - 3

Chairman's statement 4 - 6

Directors' report 7 - 8

Statement of Directors' responsibilities 9

Statement on corporate governance 10 - 12

Report of the independent auditor 13 - 17

Financial statements:

Consolidated profit or loss and other comprehensive income 18

Consolidated statement of financial position 19

Company statement of financial position 20

Consolidated statement of changes in equity 21

Company statement of changes in equity 22

Consolidated statement of cash flows 23

Notes 24 - 65

Five year record 66

Major stockholders and distribution schedule 67

Form of proxy (Annual General Meeting) 68

Kakuzi Limited Company Information

For the year ended 31 December 2016

The Company is incorporated in Kenya under the Companies Act.

The Directors who held office during the year and at the date of this report were:- Mr. K W Tarplee* Chairman (till 28thMarch 2017)

Mr. G H Mclean* Chairman

Mr. C J Flowers* Managing Director Mr. K R Shah

Mr. N Nganga Mr. D M Ndonye Mr. S N Waruhiu

Mr. A N Njoroge Appointed 2 August 2016

* British

Main Office Custody & Registrars Services Limited

Punda Milia Road, Makuyu Bruce House, 6th Floor

P O Box 24 Standard Street

01000 THIKA P O Box 8484

Telephone (060) 2033012 00100 NAIROBI

E-mail: mail@kakuzi.co.ke Telephone (020) 2230242

Facsimile (020) 2211773

Estates Services Limited (100% holding) PricewaterhouseCoopers

Kaguru EPZ Limited (100% holding) PwC Tower

Waiyaki Way/Chiromo Road, Westlands P O Box 43963

00100 NAIROBI

John L G Maonga KCB Bank Kenya Limited

Maonga Ndonye Associates P O Box 30081

Jadala Place, Ngong Lane, Ngong Road 00100 NAIROBI

P. O. Box 73248

00200 NAIROBI Commercial Bank of Africa Limited

Telephone (020) 2149923 P O Box 45136

00100 NAIROBI

The Company's stock units are listed on the Nairobi Securities Exchange and the London Stock Exchange.

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Kakuzi Limited

Notice of Annual General Meeting

1. To read the notice convening the meeting.

2. To table the proxies and confirm the presence of a quorum.

3. To approve the minutes of the Eighty Eighth Annual General Meeting held on 17 May 2016.

4. To receive, consider and adopt the financial statements for the year ended 31 December 2016 together with the reports of the Chairman, the Directors and the Independent Auditors thereon.

5. To declare a first and final dividend of Shs.6.00. per stock unit (2015: Shs 5.00)for the Financial Year ended 31 December 2016.

6. To re-elect Directors:-

7. Mr Ketan Rameshchandra Shah, a Director retiring by rotation in accordance with Article 117 of the Company's Articles of Association and, being eligible, offers himself for re-election.

8. Mr Graham Harold Mclean, a Director retiring by rotation in accordance with Article 117 of the Company's Articles of Association and, being eligible, offers himself for re-election.

9. Mr Andrew Ndegwa Njoroge, a Director retiring by rotation in accordance with Article 118 of the Company's Articles of Association and, being eligible, offers himself for re-election.

10. In accordance with the provisions of Section 769 of the Companies Act, 2015, the following directors, being members of the Board Audit & Risk Committee be elected to continue to serve as members of the said Committee:-

11. Mr Daniel M Ndonye

12. Mr Stephen N Waruhiu

13. Mr Andrew N Njoroge

14. Mr Nicholas Nganga

15. Mr Graham H Mclean

16. To approve the Directors' remuneration as shown in the financial statements for the year ended 31 December 2016.

17. To note that Messrs PricewaterhouseCoopers (PwC) shall retire as Auditors of the Company at the conclusion of this meeting. Consequently, and as recommended by the Directors, to appoint Deloitte & Touche as the auditors of the Company for the financial year ending 31 December 2017 and to authorise the directors to fix the Auditors' remuneration.

    SPECIAL BUSINESS

18. To consider and, if thought fit, to pass the following Ordinary Resolution:-

19. Conversion of Stock Units to Ordinary Shares

    To approve the conversion of the issued Stock Units of Kshs 5/- per stock unit each to Ordinary Shares of Kshs 5/- each in compliance with Section 322 of the Companies Act, 2015 and that henceforth, issuance of shares shall be Ordinary Shares of Kshs 5/- each.

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