MILEMBE INVESTMENT LIMITED

VIHIGA COUNTY ECONOMIC EMPOWERMENT FORUM

P. O. Box 151, Emuhaya, Telephone: 0722321792
E-mail:- lusiolake@gmail.com

7th April 2018

The Board,
Milembe Investment Limited,
P. O. Box 2719 – 00100,
Nairobi.

Attn:- Mr. Peter Adams Ludaava,

Dear Mr. Ludaava,

Many kind regards from Vihiga County Economic Empowerment Forum.

We refer to our correspondence of 27th March 2018 regarding;-

1. The Resignation of Dr. Henry Miyinzi Chakava from the Board of Milembe
Investment Limited;

2. The proposed meeting between Board of Milembe Investment Limited and four
(4) representatives of Vihiga County Economic Empowerment Forum on 14 th
April 2018;

3. The Proposed Annual General Meeting (AGM) of Milembe Investment Limited

slated for 9th June 2018; and additionally

4. The reported ill-treatment of the Hon. Secretary for Vihiga County Economic
Empowerment Forum Mr. Clement M’maitsi and another Forum Executive
Member Mr. Isaya Shiyuka.

Our thoughts and views on these matters are as follows;-

1. The Resignation of Dr. Henry Miyinzi Chakava

i. Dr. Henry Miyinzi Chakava has since informed the Vihiga County
Economic Empowerment Forum of the circumstances and concerns that
led to his resignation. Concerns and disquiet that the Vihiga County
Economic Empowerment Forum and the entire Vihiga County MIL
Shareholders fully share and subscribe to in tandem with Dr. Henry
Miyinzi Chakava.

ii. Dr. Henry Miyinzi Chakava, however, will formalize this resignation at a
properly constituted Annual General Meeting (AGM) or Special General
Meeting (SGM) which the Vihiga County Economic Empowerment Forum
and the attendant Vihiga County MIL Shareholders and any other
Shareholders shall be present to witness as is required by, and in

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 accordance with the Rules and Regulations applicable to Company Law
of the Laws of Kenya.

iii. We must also express our disappointment and disgust at the language
being used about Dr. Henry Miyinzi Chakava in this whole narrative of
resignations. We note that the word “MISLED” has been used rather
generously about him. We wish to put on record that Dr. Henry Miyinzi
Chakava is an intellectually competent individual of vast experience and
great potential in matters concerning the Management and Operational
Structures of commercially oriented Companies not only in Kenya but also
elsewhere. This is what informed our nomination and using such
language on him is abhorrent, demeaning and unacceptable both to him
as a person and to those that forwarded his name to the AGM for his
election as a Board member of Milembe Investment Limited.

2. Proposed Meeting of 14th April 2018

i. In view of the above it is premature for us to indulge in a meeting

purporting to discuss the nomination of a Director for Vihiga County
because it will be tantamount to and practically be the same thing as
passing a “VOTE OF NO CONFIDENCE” for no apparent reason
whatsoever, real or perceived, in a Director we ourselves nominated.
Holding such a meeting with the “Board”, or a section of the Board as it
were, would be inconsistent with our own conscience and would amount
to undermining the laws of natural justice and our own integrity.

ii. Furthermore, it is our honest belief, understanding and conviction; and

more so from past practice within MIL, that the responsibility of
nominating a Director is the sole and natural duty and mandate of the
County Forum(s) and not a shared or joint responsibility with any other
parties. We shall, therefore, not share this responsibility.

iii. Finally, due to the observations noted above, we are unable to accept the
invitation extended to us by “MIL Board” to a meeting on 14 th April 2018 at
MIL Headquarters in Kakamega. We have no choice but to decline the
invitation because it is manipulative, unprocedural and intimidating.

3. Annual General Meeting (AGM) of 9th June 2018

Thank you for indicating to us the proposed date set for the MIL AGM. We look
forward to attending the AGM. We must, however, point out that according to our
records the last MIL AGM was held in November 2016 and we are at a loss as to
why no valid explanation for the delay of the 2017 MIL AGM has been offered to
Shareholders in Vihiga County.

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 This, notwithstanding, it is apparent that Milembe Investment Limited is already
in breach of the Law governing the convening of such events by Limited
Companies.

However Shareholders in Vihiga County expect (as is the practice in these

matters) to individually receive the “Notification for the AGM” accompanied by “A
Statement of Accounts” at least 21 (twenty one) days prior to the date of the
AGM.

4. Reported ill-treatment

It has been reported to this forum that Hon. Secretary for the Vihiga County
Economic Empowerment Forum Mr. Clement M’maitsi and another Forum
Executive Member Mr. Isaya Shiyuka were invited to a meeting to discuss the
future of Milembe Investment Limited by Rtd. Magistrate Mr. Sammy Aluda who
is the Elder representing Vatirichi in the Luhya Elders Forum.
It is reported by Mr. Clement M’maitsi and Mr. Isaya Shiyuka that they were
grossly humiliated by being physically removed by hand grabbing from the
meeting without any due consideration for decorum and respectability while Rtd.
Magistrate Mr. Sammy Aluda and other Forum Elders helplessly looked on the
emerging scene and drama.

Obviously such behaviour and arrogance by some of the individuals who belong
to the respectable Luhya Elders Forum is unacceptable and repugnant to Vihiga
County Economic Empowerment Forum. We wish to state that any official of
Vihiga County Economic Empowerment Forum, or any MIL Shareholder from
Vihiga County or any other County, for that matter, who may have been
mistakenly or erroneously or in jest invited to any function of Luhya Elders Forum
should be handled and treated with respectability, demureness and politesse
whatever the circumstances.

Pure and simple; if the presence of any individual is not desired in a meeting
room, there are many dignified ways of removing such individual from the room.
Physical eviction is not one of these dignified ways unless of course the
individual resists such decent removal. We are aware that Mr. Clement M’maitsi
and Mr. Isaya Shiyuka did not display any unhelpful tendencies on decent
removal.

We must, therefore, register and put on record our strongest protest,

condemnation and denunciation of the Luhya Elder who perpetrated this heinous
and despicable act.

Conclusion

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In conclusion we must reiterate, as we have done so many a time in the past four (4)
years, that we, the Vihiga County Economic Empowerment Forum, are lock, stock and
barrel fully committed to the ideals that brought Milembe Investment Limited into
existence. We believe and trust that Milembe Investment Limited is a well meaning,
well founded, gracious and noble idea and undertaking for our community and that it
can grow into a formidable Financial Institution.

It is the desire of Shareholders in this County that Milembe Investment Limited should
prosper and flourish to great heights now and the years ahead. However, to do so
Milembe Investment Limited (Registered, as a Limited Company under the Companies
Act of the Laws of Kenya), must relook at itself in depth with a view to moving away
from the current amorphous, unprofessional, whimsical, idiosyncratic and almost
chaotic and rudderless style of management at Milembe Investment Limited by:-

1. Redefining and delineating its cultural, social and economic association as well
as its operational commercial and trading activities with the Luhya Elders Forum
(Registered as a Society under the Societies Act of the Laws of Kenya);
2. Reforming its Management Structures, Modus Operandi, Modus Vivendi; and

3. Assigning specific responsibilities both at the Board and the Management Levels
if indeed such levels exist.

We are hopeful that the existing Board and Management of Milembe Investment
Limited understand that these dynamics have a significant and considerable impact on
the comfort and perception of each individual Shareholder of Milembe Investment
Limited.

This discourse on issues addressed above is now closed until the proposed AGM
materializes.

Kind regards and be blessed.

Yours faithfully,

Kenneth E. Lusiola.
Convenor, (For and on behalf of the Vihiga County Economic Empowerment Forum)

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