GITONGA, KINYANJUI & COMPANY ADVOCATES

FIRM PROFILE

ADDRESS FIRM OVERVIEW PRACTISE AREAS FIRM DESCRIPTION ADVOCATES PROFILE AREA OF OPERATION OUR FEES ADVANTAGES OF RETAINING OUR FIRM

INSURANCE

SERVICE AREAS PROFESSIONAL INDEMNITY

1. ADDRESS

GOLF COURSE COMMERCIAL CENTRE, 2ND FLOOR, ROOM 2.13 MTONGWE ROAD (OFF MBAGATHI WAY) P.O BOX 26128-00100 NAIROBI KENYA TEL:+254-020-2372769/2350182 EMAIL gitongakinyanjui.co@gmail.com Direct Contacts- EK Gitonga: 0722589650/0733589650 gitongak@rediffmail.com MP Kinyanjui: 0721231446/0736049600 mopamail@gmail.com

2. FIRM OVERVIEW The firm was established in April 2009. Its two principals are Erastus K. Gitonga and Morris Peter Kinyanjui, who have all been actively engaged in legal practice as advocates for various years. The firm has two consultants in addition to a support staff of two. For the period we have been in private legal practice, we have acted and efficiently executed work for corporate clients and institutions. These includes Japetma Enterprises Ltd, Shada C.S Ltd, Communication Production Systems Ltd, Simple Management Accounting and Tax Consultancy Ltd, Kilele Investments Ltd, Sasa General Investments Ltd, Welma Insurance Brokers Ltd, Itara Hotel Ltd, Pharmart Chemist Ltd, Timca Ltd, The Rock Investment Co. Ltd,Cellucom Kenya Ltd, Spice VAS Kenya Ltd, Authentec Ltd, Farscope Insurance Agency, Lakecomp International Ltd, Trans World Radio Kenya, SIFA FM, Imagined Photography Ltd, Kirada Ltd, Kiserian harvest Ltd, Innova Ltd, Zeno Solutions ltd, Yuvanya Ltd, Kikenni Developments Ltd, Jechi Investments Ltd, Jechi Properties Ltd. We have, in the provision of services, successfully handled complex commercial transactions in Business and Commercial Contracts, loan and Debt recoveries, Property Law and Conveyancing, Leases and Agreements, preparation and completion of Securities (Charges and Mortgages) for Advances, incorporation of companies, etc. We have also successfully handled issues involving legal claims and commercial disputes through arbitration, and litigation and Appeals including assisting our clients to reach reasonable settlements. We have also acted for individuals in labour and industrial claims, succession, matrimonial disputes, land disputes and criminal defence work.

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PRACTICE AREAS The firm practices in the following areas: a) Property Law and Conveyancing: Searches, Sales, Transfers; Licenses, Charges, Mortgages and Leases. b) Preparation of Contracts of a commercial nature. c) Incorporation of companies and company secretarial services. d) Searches on assets and companies at various registries. e) Business Commercial Law and gives legal opinion in commercial matters. f) Employment law and matters consultancy. g) Labour law and Industrial claims defence and prosecution h) Debt collection and Loan recovery and enforcement of securities. i) Insurance claims and defence and running down matters. j) Civil Commercial Litigation and Appeals. k) Registration of Trade Marks and Patents l) Land Disputes. m) Probate, Administration and related succession matters. n) Immigration law-consultancy.

4. FIRM DESCRIPTION 4.1 OUR OBJECTIVE The immediate objective is to be able to contribute to the corporate goals of our clients and their attainment thereof, in promoting the good work and betterment of the organization in view to enhancing corporate satisfaction and efficiency. Our mission and commitment is therefore to provide reliable, efficient, personalized and satisfactory professional legal services. 4.2. WHAT IS SPECIAL ABOUT OUR SERVICES?
RELATIONSHIPS-

We have a deliberate policy of building a long term value adding relationship with our clients. We ensure that we: a) Understand our clients, their businesses and vision. b) Work with the client in reviewing and improving their processes to ensure we are able to achieve our mutual objectives.

4.3 HOW DO WE ACHIEVE THE ABOVE STATED OBJECTIVES? 4.3.1 Organisation The firm is deliberately organized to ensure that we are flexible and responsive to our clients needs and aspirations. The partners handle the matters personally.

4.3.2

Specialization We have chosen to specialize on our core competencies Commercial Law, Conveyancing, Litigation and Debt Collection. (i) DEBT COLLECTION AND LITIGATION DEPARTMENT (ii) CONVEYANCING AND COMMERCIAL LAW DEPARTMENT The structure and process of the two departments evolved as a reaction to specific needs and concerns of our clients and we endeavour to continually review and revise the same.

(i) DEBT COLLECTION & LITIGATION DEPARTMENT Mr. Gitonga heads the Department. The litigation department includes civil and criminal litigation, labour and industrial claims, and Insurance claims and defence. The head partner ensures effective follow up of pending litigation handled by the respective partners, as well as ensuring that the latest court decisions and statute amendments affecting our clients are obtained and our library updated through research and maintaining relevant contact with the respective authorities. Debt collection is an area of particular concern in the business world. In view of the constraints in the court system, we have set up a Debt Collection Unit which supplements our court action against debtors. It is made up of debt collectors and investigators whose primary role is to pursue debtors aggressively. From our experience a sizeable number of debtors respond and pay if sufficiently pressured. (a) OUR METHODOLOGY Our experience reveals that a large percentage of debtors are not hard core defaulters but people who will pay if goaded sufficiently. Most people know that the internal processes in corporations are lax in regard to debt recovery. The unit emphasis is on persistent follow up. From experience 40-60% of debtors will yield to sustained pressure for no other reason than to get rid of the Nuisance. Our role is to fashion an approach that collects the money without unduly antagonizing a clients customers. In the present depressed times debtors are more hardened and firmness is necessary if one wishes to improve cash flow. (b) INTELLIGENCE While pursuing the debtors, the investigators collect information on the debtors physical whereabouts, financial standing and asset base. Information that is useful in determining whether a suit should be filed. Thus a client avoids losing good money in pursuit of bad money.

(c) SPEED There is a growing trend amongst debtors of registering assets in different names to defeat creditors. Speed is therefore of essence in recovery. To this end, we: 1. Do a letter of demand within a day of receipt of instructions. 2. Draft the plaint within two days where a decision to file the suit has been reached and instructions received 3. File suit immediately on lapse of notice. 4. In case of judgment in default, we pursue warrants of execution immediately. 5. We pursue our matters aggressively in court to ensure we get early hearing dates. (d) AUCTIONEERS Auctioneers are an important part of the debt recovery process both for execution of decrees and realization of securities. We have a team of auctioneers with whom we have been able to develop a system of work that complements our own approach. From them we demand diligence, credibility, creativity in their results. Ultimately recovery is dependent on the quality of the debt portfolio under recovery.

(ii) CONVEYANCING & COMMERCIAL LAW DEPARTMENT The Conveyancing and Commercial Law Department is headed by Mr. Kinyanjui. Conveyancing and Commercial related files are closely supervised by the said partner. The department handles: i. ii. iii. iv. v. vi. vii. Incorporation of companies, and registration of annual returns. The preparation and registration of securities (Charges, Debentures, Guarantees, Chattels, Mortgages etc). Preparation and registration of transfers and other conveyances of real property, leases and assignments. Preparation of contracts of a commercial nature. Employment contracts and related matters Giving legal opinion in commercial matters. Registration of Trade Marks and Patents.

SEARCHES

In addition, we carry out thorough searches on inter alia companies, land Titles and assets offered as security, to assist our clients conduct due diligence on varied commercial matters.

5. ADVOCATES PROFILE (i) ERASTUS K GITONGA PARTNER LLB (Hons), Bachelors in legal Sciences, Masters in Business administration-Canada, Post Graduate Diploma Kenya School of Law, Admitted as an Advocate of the High Court of Kenya in 2005. Practiced with Sichangi & Co. Advocates (Nyeri), Wachira Kebuka & Co. Advocates, (NYR) before forming the current firm. He is a Member of the Law Society of Kenya and the Assistant Secretary to Kenya Christian Lawyers Fellowship, and currently pursuing the CPS course at KASNEB. He has acted as such for a large profile of corporate and individual clientele and commands a sizeable wealth of experience in Commercial Law and Conveyancing, defence in Insurance matters, third party and industrial claims, recovery of premiums, family law and also in commercial litigation. Has experience in dealing with criminal matters whereby have been frequently involved in defending our clients charged under the various provisions of the criminal laws applicable in the Kenya. Mr. Gitonga bears a modest but dynamic experience, good management and diplomatic skills and is very keen on details. MORRIS PETER KINYANJUI MANAGING PARTNER B.A (Pub.Adm Hons), LLB (Spec.), Diploma Kenya School of Law. Admitted as an Advocate of the High Court of Kenya 2005 He has practiced with Ameka & Co. Advocates, Kabaki & Co. Advocates, Machira & Co. Advocates, before forming the current firm. He has also worked with Christian Legal Education Aid and Research (CLEAR) (an arm of Kenya Christian Lawyers Fellowship (KCLF)) as an intern and currently a volunteer Advocate. He is a member of the Law Society of Kenya and Kenya Christian Lawyers Fellowship. Proficiency in the commercial type and contract matters, composition of complex contracts, briefs and preparations of agreements of various kinds. Analyzed facts and circumstances, researched in case law and statutes applicable to labour, commercial and contract provisions, developed successful case strategy, prepared detailed legal opinion and synopsis. Demonstrated ability to successfully negotiate and or litigate cases to productive conclusion in the Magistrates court, High court and the Court of Appeal. Directed and handled complex employment Litigation matters, which resulted in satisfactory judgments or verdict.

(ii) -

Has experience in dealing with criminal matters whereby he has been frequently involved in defending our clients charged under the various provisions of the criminal laws applicable in the Kenya. Undertaken debt collection/ loan recovery and commercial Litigation on behalf of our clients and other commercial corporate entities including but not limited to defending efficiently against injunctions and instituting legal recovery proceedings

(iii) -

EKATERINA HANDA - CONSULTANT B.Pharm, LLB (Hons), LLM (Nbi), Diploma Kenya School of Law. Practiced with Machira & Co. Advocates before joining the firm, and also lectures at Kenya Methodist University (KEMU).

Well-versed in financial services and intellectual property laws and policy issues. Accomplished contributor experienced in case management, factual investigation, case development / preparation, litigation, pre-litigation, case analysis and client advisory matters. Skilled legal researcher, familiar and experienced with various research methodologies and sources. Excel in conducting evaluation and comprehensive electronic-based (internet, intranet and other data bases) and non-electronic based legal, technical and scientific research on a range of issues, including those of a unique and complex nature. Skilled in alternative to traditional methods of dispute resolution mediation, fact-finding, interest-based negotiation designed to resolve disputes in efficient and more effective manner than adversarial methods of dispute resolution. Holds an LL.M Degree. Wrote LL.M Thesis titled Challenges in harmonising taxation law and policy under East African Cooperation: How feasible?

(iv) -

GAURAV BHANDARI - CONSULTANT LLB (Hons), part-time lecturer. Mr Bhandari serves us consultant given his vast experience commercial type and contract matters, composition of complex contracts, briefs and preparations of agreements of various kinds, securities and charges.

8. AREA OF OPERATION The firm has its office at the heart of Nairobi and provides support service to our clients needs in Outstation areas as well.

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OUR FEES 9.1 DEBT COLLECTION Deposit of Kshs.20,000/= (10,000/= legal deposit & 10,000/= investigation fee) for sums to be recovered over Kshs.100,000/= and final payment equivalent to 1.5% of the sum over Kshs.100,000/= to be paid on recovery. For recovery of sums below Kshs.100,000/=, a deposit of Kshs.5,000/= and final payment of Kshs.5,000/= on recovery. Kindly note that investigation costs & disbursements are separate as it involves hiring an investigator (where the debtor is in hiding or cannot be found easily) and the same shall be negotiated as per case to case basis.

9.2 TRADE MARKS & PATENTING Our legal Fee is Kshs.20,000/= per application, which involves conducting search, application, registration. This excludes the government charges and disbursements (which are approximately Kshs.28,000/=). 9.3. WORK PERMITS Our Legal Fee is Kshs.70,000/= to handle application and obtaining the work permit expeditiously, including facilitation and disbursements. This excludes the official payment to the government for the relevant permits (which vary depending on the class applied for) as well any added facilitation fee due to circumstances peculiar to a particular application. (examples of Government fees- Work Permit Kshs.200,000/= for 2years, Multiple Visa-US $110/= for one year, Business Permit (for owner of a business or investor Kshs.100,000/=) Kindly note that Court cases and Conveyances are charged as per Advocates Remuneration Order, which is reasonably fair and the cost implications may be discussed in advance. The other option, where you may have a great deal of legal matters-pending and very likely more in future, would be that you place our firm on a monthly Retainer of Kshs.30,000/=. The Retainer would cover the following:

1. Contracts - which involves drafting (which is usually charged not less than Kshs.10,000/= per contract), receiving instructions, attendances, perusing and ensuring contracts to be entered with you fulfil legal requirements and are to your advantage as much as possible (the converse as well-to avoid being taken advantage of). 2. Legal Opinions -this are usually charged at Kshs.45,000/= per Opinion 3. Attendances - which includes seeking instructions, directions, receiving instructions, phone calls, attending meetings with you(or your representatives) and their clients or partners, etc. 4. Correspondence - which includes receiving correspondence, perusing and responding to you as well as other contacts as instructed by you. It is worth noting that the above items (and sub-items) are ordinarily chargeable separately as per the Advocates Remuneration Order.

Advantages The advantages of such an arrangement are1. You will have full time legal counsel without the commensurate high salary usually attending such counsel. 2. You will not require a Legal Officer - do away with the need for employing a legal officer and the consequential legal implications 3. It is cost effective or cheaper in the short as well as the long term for you. 4. You will have atleast two lawyers on call through out. It is also worth noting that should you require an Advocate/Lawyer attend a meeting on their behalf (legal or otherwise) or with an officer, we shall be available for the same on prior appointment (Two days Notice- due to Advocates Court diary or One days Notice if extremely urgent). We are also open to discuss a fees arrangement best suited to your special circumstances.

10. ADVANTAGES OF RETAINING OUR FIRM 1) 2) 3) 4) 5) Lower Costs Fast and aggressive pursuit of the matters. Personalized services. Information as to the debtors whereabouts and worth. Fast & responsive to clients needs.

We are very optimistic that we can be able to bring positive changes in your books and look forward to your positive consideration.

FOR: GITONGA, KINYANJUI & CO. ADVOCATES MP Kinyanjui MANAGING PARTNER