Notice of EGM

NOTICE OF AN EXTRAORDINARY GENERAL MEETING
To the Shareholders of HOUSING FINANCE COMPANY OF KENYA LIMITED
NOTICE IS HEREBY GIVEN that an Extraordinary Meeting of the Company will be held at Nairobi on Friday 5th DECEMBER 2014 at
KENYATTA INTERNATIONAL CONVENTION CENTRE (KICC), AMPHITHEATRE, at 11.00 am to conduct the following business:
1 To table the proxies and note the presence of a quorum.
2 To read the notice convening the meeting.
3 To consider and , if deemed fit, to pass the following as Ordinary
Resolutions:
a) THAT subject to the Company receiving the required regulatory
approvals including but not limited to the approval of the Capital
Markets Authority, shares be offered to the members of the
Company by way of rights to holders of ordinary shares of the
Company in such a proportion to the existing shares held by them
at the close of business on such a date to be fixed by the Board of
Directors and at such a price as shall be determined by the Board
provided that fractional entitlements shall not be considered
and holders of ordinary shares shall not be entitled to fractional
certificates or to payments in lieu of them.
b) That the Board of Directors be empowered to dispose of the
shares not taken up by any shareholders or the shares not issued
by reason of fractions of share being disregarded, at such price
and on such terms as they may consider expedient.
4 To consider and, if deemed fit, to pass the following as Ordinary
Resolutions:
a) THAT subject to all necessary approvals and authorizations
required by law being duly obtained, the incorporation of a
wholly-owned subsidiary of the Company (“the Wholly Owned
Subsidiary”) under the name “HFC Limited” or such other name
as may be duly authorised and approved (the purpose of such
subsidiary being to acquire the mortgage finance business of the
Company (“the MF Business”) and thereafter to carry on and
conduct the business of a mortgage finance and institution in
terms of the Banking Act, Chapter 488 of the Laws of Kenya) be
and the same is hereby ratified and approved;
b) THAT subject to all necessary approvals and authorizations
required by law being duly obtained, the Company be and the
same is hereby authorised to transfer and assign the MF Business
to the Wholly Owned Subsidiary in consideration of the allotment
of new shares in the Wholly Owned Subsidiary to the Company as
well as cash (“the Transaction”)
c) THAT the Board of Directors of the Company be and are hereby
authorized to sign all documents and to do all such things as may
be necessary to give effect to the above resolutions
5
To consider and, if deemed fit, to pass the following as Special
Resolutions:
a) THAT with effect from and subject to due completion of the
Transaction and subject to all necessary approvals and
authorizations required by law being duly obtained, the
Memorandum of Association of the Company be amended as
follows:-
(i) Object clause 3 (A) be and the same is hereby amended by
the deletion and replacement thereof with the following“3 (A) To carry on the business of a non-operating holding
company as defined under the Banking Act (Chapter
488, Laws of Kenya).”
(ii) Object clause 3 (B) be and the same is hereby amended by the
deletion and replacement thereof with the following“3 (B) To co-ordinate the administration of and to provide
advisory, administrative, management and other services
in connection with the activities of any company which are
for the time being subsidiaries of the Company.”
(iii) By deleting the following object clause 3(H) and 3(I).
(iv) Renumbering object clause 3(J) to 3(aa) as object clause 3(H)
to 3(W) in numerical order.
b) THAT with effect from and subject to due completion of the Transaction
AND subject to all necessary approvals and authorizations required
by law being duly obtained, the name of the Company be changed to
“HF Group Limited”.
BY ORDER OF THE BOARD
Regina K. Anyika (Mrs)
Company Secretary
Date: 11th November 2014
P.O. Box 30088, GPO 00100
NAIROBI
NB:
1. Your attention is drawn to the Circular to Shareholders dated 11th
November 2014 which is available on the Company’s website which
describes the Transaction in further detail.
2. In accordance with Section 136 (2) of the Companies Act (Cap 486)
every member entitled to attend and vote at the above meeting is
entitled to appoint a proxy to attend and vote on his behalf. A proxy
need not be a member. A form of proxy is enclosed and should be
returned to The Registrar, Housing Finance Company of Kenya
Limited, Rehani House, Kenyatta Avenue, P.O. Box 30088, GPO
00100, Nairobi, to arrive not later than 11 AM on 3rd December 2014.
If the appointer is a corporation or Government office, the instrument
appointing the proxy shall be given under its common seal or under
the hand of an officer or duly authorized attorney of such corporation
or Government office.
3. A copy of this notice, the proxy and the Circular to Shareholders dated
11th November 2014 may be viewed on the Company’s website at
www.housing.co.ke or a printed copy may be obtained from the
Registered Office of the Company, Rehani House, Kenyatta Avenue/
Koinange Street, P.O. Box 30088-00100 GPO, and Nairobi and from
all our registered Branches countrywide.
Housing Finance is regulated by the Central Bank of Kenya

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