Category Archives: AGM

Coop Bank 2016 AGM

Co-operative Bank of Kenya (Coop) had its 8th AGM (since listing) on Friday 27th May, at Bomas, in Nairobi. At the end of 2015, Kenya’s 3rd largest bank had 342 billion in assets, and profits of Ksh 15 billion. It had Kshs 208 billion in loans and Kshs 265 billion in deposits. The CEO also mentioned that Q1 profit in 2016 was almost Kshs 5 billion and they hoped to attain Kshs 20 billion by the end of 2016.

Highlights

  • Soaring Eagle: The CEO gave an update of  the ongoing transformation project that seeks to improve Co-op’s efficiency and services to the 5.9  million customers of the Bank. Now, only 25% transactions are done at branches, as customers  have the choice to use other channels like mobile phones, ATM,s internet, or bank agents. Internally, staff are tasked to cross sell bank products & open accounts, and they receive promotions, bonuses, and increments based on KPI’s and appraisals. They consulted with McKinsey for some of this.
  • Regional Expansion / Subsidiaries & Associates: They own 60% of Kingdom Securities (stockbrokers), and in South Sudan they own 51% of Coop Bank there, with the government of South Sudan owning the other 49%. The bank went from a loss of Kshs 687 million to a pre tax profit of Kshs 850 million, and the CEO said that Sudanese see the bank as their own, as they have a stake a board and management are local. They plan to use the same joint venture approach to take Coop Bank to Ethiopia, another large closed banking market. They also own 100% of Co-op Consultancy and Co-op Trust Investment Services, 35% of Cooperative insurance (parent of the listed CIC insurance) and 31% of CIC South Sudan.
  • Shareholders: The bank has almost 96,000 shareholders who will each receive Kshs 0.8 per share in dividend – and this will total Kshs 3.9 billion in 2015 (up from 2.4 billion). The bank Chairman said that they had to maintain a balance with the dividends paid out so that they they did not have to call on shareholders to put money back in to the bank as it grows. Coop shares were issued after a 2008 IPO at Kshs 9.5, and now trade at 18.3. They have also issued  bonus shares (twice?).
  • Elections: During the shareholder election, the CEO explained two unique points. One was that Coop Holdings which owns 65%  of the bank, had already had its AGM and nominate 7 directors (that they are entitled to) and merely forwards the names to the Bank for endorsement at the AGM. Second was that the CMA now requires that companies make shareholders aware that they have audit committees, and to have shareholders vote for the members of the audit committee at the AGM.
     Chami meets CEO

Q&A

  • One Shareholder asks about the cost of banking saying that If he deposits Kshs 100 at an agent, Kshs 20 is cut, and there’s another Kshs 50 for each of his ATM withdrawals. The CEO they share these fees with the agents who have to pay for costs like electricity or to run their kiosks. Another one asked that Coop asked the bank to open more agent locations (now at 8,765) to serve other parts of the country.
  • Insider Lending at Coop? The CEO assured that all loans taken by directors (total about Kshs 300 million) and employees (about 6.5 billion) are being serviced properly, and that they are known to, and approved by the board. Insider lending had brought down other banks in Kenya, but, he said, this was not an issue at Coop.
  • Legal cases? All banks have legal cases, and they highlighted the main ones in the annual report.

Kenol Kobil 2016 AGM

KenolKobil had its annual shareholders meeting on May 12, at the Hilton Hotel in Nairobi. The board chairman spoke of the company’s performance in the three years since they had lost Kshs 6.2 billion. They had thereafter embarked on a turnaround that involved reducing costs, divesting from non-performing territories, focusing on profitable business rather than growing their market share, paying down debt, and corporate governance moves (separating the role of  Chairman & CEO role) .

Highlights

Regional Business: 

  • Tanzania: The company would up their short foray in Tanzania where they were losing $2 million a year. They had a depot that was part of their venture was an expensive lease, and while fuel prices in Tanzania are set by the government, many companies sell below that price as they don’t pay taxes. The directors said that Kenol was a responsible company that could not and decided to close shop.
  • DRC: They invested here, but did not ship product there as they were not happy. with the business climate and decided to sell out.
  • Burundi is doing well despite the political turmoil there.

The board faces shareholders at the 2016 KenolKobil AGM

Dividends: One shareholder said the dividend was too low, but the chairman said they have a consistent policy of paying 25% of net  profit as dividend, while the Group MD (GMD) said they still had to pay down a lot of debt.  One long-term shareholder told the meeting, that it was better for the company to be conservative with dividends, rather than aggressive, like other companies, and come back in a  few years to ask shareholders to invest more money in a right issues

Property: They have decided not to put up an office building in Haile Selassie street in downtown Nairobi for now as the office property market is saturated.

Goodies: Lunch box (which Hilton guards would not allow to be eaten on site), and tote bag. Some shareholders pleaded for the company to provide them with caps and umbrellas to promote the brand.

Odd Point: One shareholder asked why the AGM had not started with  prayers. The Chairman said it would not be productive, as they would have to have prayers for Christian, Muslim, Jewish, and traditional African religions  to be fair to all shareholders present.

Kenya Airways 2015 AGM

The Kenya Airways shareholders 2015 annual general meeting (AGM) was held at the KQ Pride Centre, Embakasi on Friday October 9. This was on the back of the year in which they lost (a corporate record) Kshs 25.7 billion ($257 million).

Board Changes (in the calendar year): In: Mbuvi Ngunze (CEO), Carol Armstrong, Wanjiku Mugane Out:  Titus Naikuni (CEO), Ayisi Makatiani, Dinesh Kapila and the Chairman Evanson Mwaniki who had announced he was stepping down ahead of the AGM by not seeking re-election. He said he was not running away from problem but it was time to give someone younger the chance. KQ board

At the end of the meeting, there was re-election of directors to the board, and while 5 had applied, 3 of them had since dropped out leaving Jason Kapkirwok (a former KQ strategy director) and Dennis Awori (current board member) as the only two names for the two vacancies on the board.

The meeting was quite routine, ahead of the Q&A. After the auditor read his statement, which included an emphasis of matter (relating to the loss), the chairman invited KQ CEO Mbuvi Ngunze to give a brief on the state of the airline which he (Mbuvi) said was operationally sound, but had financial challenges.

  • He asked Kenyans to rally behind airline, as the staff are committed. Dubai and Ethiopia had aligned their hubs with airline and cities, but Kenya had not.
  • KQ has sold older Boeing 767 and 737, aircraft, but deals to sell the 777-200 fell through twice, and they have since hired an agency to complete this.
  • Seabury have been appointed to improve pricing and airline processes.
  • They have appointed financial advisor to secure $200 million and negotiated credit with local banks and patient supplies, as well as short-term loans from government of Kenya, and KLM has also provided some finance.

  Q&A 

  • Asked about the loss, finance director,  Alex Mwangi said, in short, they invested in the fleet, but revenue did not grow to match the increased fleet expenses (6 new 787’s now, and 3 new Boeing 777-300 this year). He also said the aircraft buy decisions were made back in 2005 – even before Chairman Mwaniki (longest-serving director) joined the board.
  • One shareholder said the Kenya government should not give the board Kshs 60 billion, but instead jail the managers who were being investigated by the senate and get new auditors. Mbuvi said they  are cooperating with senate who say they have a constitutional right to ask questions.
  • PS  Kamau Thugge said that with the visits by President Obama, the Pope, the WTO summit and the lifting of advisories, the outlook was good for KQ.  He reiterated that the government was not broke as written in the media, and that they had already lent Kshs 4.2 billion to the airline, and facilitated the Afriexim funding.
  •  What’s the use of KLM? Mbuvi said KLM is a commercial and shareholder partner on North-South routes and this has allowed KQ to focus on Africa where 60% of their revenue now comes. They also have 20 other partnerships.
  • Did Ebola really impact the results? Mbuvi said the Liberia and Sierra Leone routes generated closes to $4 million per month and the airline lost about $31 million in two weeks .
  • One shareholder was concerned that management is too optimistic. Last year they talked nicely after the airline lost money, only to come back this year and find that the position was even worse. He said they had also been sweet-talked by boards at Uchumi and National (bank) as the companies went down and wondered if KQ would be around next year.
  • One complained about, in the digital era, shareholders don’t get to see annual reports, till they arrive at the AGM .
  • KQ AGM lunchOne shareholder who’s a frequent flyer and trader on the China route commended the switch to new Boeing 787’s, from the old 767’s which would break down often in China resulting in extended expensive hotel stays for passengers and crew. He also said that Kenyans were lucky to have an airline, and that other African travelers depended on KQ.
  • Some shareholders complaints were contradictory; one asked for the meeting to be held in Mombasa, and another asked for bus fare to be refunded. One complained about high ticket prices, then later complained about having to buy water on JamboJet (KQ’s no frills carrier). She also complained about kids been separated from parents in-flight (an international airline rule?)  and also asked the airline not to use prominent people like Chris Kirubi and Charles Njonjo (who crew would salute) in their adverts, but instead have ordinary passengers talk about their airline experiences.

 

 

Rea Vipingo AGM & EGM

AGM

The 2014 Rea Vipingo AGM took place on April 28, 2015, at Southern Sun Hotel, Westlands Nairobi. It was actually two meetings in one for the company whose shares have been suspended for over a year as different buyout offers were to be resolved by tribunals and courts.

One of the strong bidders was Centum who recently reached a settlement with other company bidders to get land, and that left the original buyout offer by the majority owners – R.E.A Trading with 57% to be the only offer presented to shareholders.

Shareholders to decide on Rea Trading's Kshs 70 plus 15 offer

Shareholders to decide on Rea Trading’s Kshs 70 plus 15 offer

The meeting was somewhat acrimonious. Shareholders wanted to know about their dividend and their possible exclusion from the company as the Rea Trading had indicated right from their initial bid that they intended to buy out the minority shareholders and delist the company from the Nairobi Securities Exchange.

In the early part of the meeting the shareholders present, numbering about 300, did not want to even approve the financial accounts. They wanted to discuss their lack of dividend and their being cut off from the company, and the board not entertaining better offers. At one point the board Chairman threatened to resort to a poll vote in order to get through the business of the day including approval of accounts, the election of directors and auditors.

He said there was no legal way to alter the discussion at the meeting to and declare a dividend – and that discussions on the buyout offer should wait till the EGM meeting. He also said when a takeover is on, directors can’t declare or pay dividends – and that If the offer goes through, the directors will consider a substantial interim dividend to those who remain as shareholders, when the offer closed. He said that when the meeting agenda was prepared and circulated, a settlement had not been reached with Centum (who had since withdrawn their bid).

One shareholder said the company’s retained earnings are being used to buy off shareholders, but the Chairman said the accounts are factual documents for discussion and did not represent policy decisions. Some shareholders accused him of being dictatorial, but once the poll issue was raised, the meeting settled down and was quickly done.

Two directors were re-elected, and the board remuneration was also approved. That it included a slight increase from Kshs 65,000 to 70,000 per month for all directors, (and 75,000 to 80,000 for the chairman) was not disputed, shows that the minority were now defeated.

EGM

The Extraordinary General Meeting took place five minutes after the AGM ended at which the shareholders approved:

1. Sale of Vipingo Estates to Centum.

2. Sale of land owned by the company at Vipingo to Vipingo Development.

The Chairman said the motions had been cleared following proposed settlement, with, and sale of company land to, Centum. Investment. He said he was not an employee, but also a minority shareholder who had bought the shares at Kshs 10.50 in 1995, and that he had accepted the buyout (at Kshs 70 plus the top up), which was a good deal. He also said before the various offers for the company, from Rea Treading at 40, Bid, and Centum, the market (other NSE investors) had valued the company at Kshs 27 (the share price of the company) – and that Kestrel had found that Kshs 40 was a good price that the board had been ready to recommend at the time.

Other findings

• Kenya’s new capital gains tax (GCT) has caught up with the deal. In answering a question on if CGT would apply to the payout to shareholders, the Chairman said it was possible,  but that CGT had been unsatisfactorily introduced and may be clarified in the upcoming budget speech, and probably before the deals and payment are done.

• The Chairman said that one hazard of investing in the country is there are delays which led to CGT. But it also led to the competitive nature of offers that had seen offers to shareholders go from Kshs 40 to Kshs 70.

•On the land, he said Rea had conditionally offered to sell the land to Centum if they get all approvals (from the Competition Authority, and land control boards) and Centum brings the money. The offer was a good price from Centum that will, crucially, allow Vipingo’s sisal production for export business to continue for many more years as Centum will take over small pieces of land over a period of time. The sale price is slightly less than the Kshs 2.1 billion (~$23 million), value, but they still have their machinery, operations, and can harvest sisal for export for many years

• One shareholder was upset by the patterns of major shareholders such as at General Motors, Elliotts Bread, Access Kenya and CMC who when they meet their targets, chase away minority investors, and wondered why the CMA allowed this. The Chairman said Vipingo was going to invest in new (expensive) sectors like energy generation, and the majority shareholders wanted to give minority ones a chance to exit.

• The prospectus offer shows Rea Trading have placed $6.2 million with CBA who would fund the balance of the takeover via a $15 million term loan. Rea have put $4.4 million for the cash top-up. If they get 75% they will move to take over the rest of the shares, and if they get over 90% they will delist the shares.

 

Unga AGM 2014

The 2014 annual general meeting (AGM) of Unga Ltd. shareholders took place at KICC in Nairobi on December 2  2014. The meeting started on time, and with good attendance, and the set-up was different with the ‘speaker’ (primarily the Chairperson) using a lectern as opposed to answering questions while seated.

Some highlights:

  • Maize milling is not very profitable due to tax evading competition at the county level and has been brought back in-house to control the consistency of quality and supply. Also, Unga has implemented new Route-to-Market strategies and is opening up stores/warehouses that sell exclusively Unga products to overcome distribution problems in some areas.
  • Unga wants to become a ‘nutrition company’ versus remaining a miller. Therefore Unga has ventured into selling cereals e.g. beans, green grams, etc packaged under ‘Amana’ to attract high-end shoppers.
  • Unga got shareholder approval to buy 52% of Ennsvalley Bakery which retails its products through high-end outlets e.g. Nakumatt. Unga’s board (CEO spoke on this) feels Unga can revamp the firm to expand rapidly with a larger product range. The purchase of 52% in Ennsvalley is being financed by the proceeds from the sale of its 51% stake in Bullpak (for Kshs. 335M) and additional cash from internal operations. Unga will also loan additional funds to Ennsvalley at 15%.
  • There were interesting (& relevant) questions including the feeling that the sale of Bullpak was ‘cheap’ given the profitability of Bullpak. Some shareholders questioned the high purchase price multiples of Ennsvalley given the low sale price multiple of Bullpak. (Bullpak was a cash cow vs the cash hog Ennsvalley will be for a few years). Also, one of the Unga directors had to declare his interest in Ennsvalley though the extent of his family’s ownership wasn’t stated.
  • There was a discussion on GMOs and the MD said that, by seeing world trends, it is just a matter of time before the Government of Kenya has little choice but to approve GMO cereals especially if the region suffers extended drought conditions.
  • SWAG? No more bales of flour to be given to shareholders as the cost is too high on a per shareholder basis. This decision was made in earlier years and will remain so in the future.