Notice of Annual General Meeting

Notice is hereby given that the Forty Sixth Annual General Meeting of the Shareholders of Nation Media Group Limited will be held
at the Amphitheatre, Kenyatta International Conference Centre, Nairobi, on Thursday 28 May, 2009 at 2.00 p.m. for the following
purposes:


ORDINARY BUSINESS

  1. To receive the financial statements for the year ended 31 December 2008, and the chairman’s, directors’ and auditors’
    reports thereon.
  2. To confirm the payment of the interim dividend of Shs.1.50 per share (60%) and to approve the payment of a final dividend of
    Shs.4.00 per share (160%) on the ordinary share capital in respect of the year ended 31 December, 2008.
  3. To authorise the directors to fix the remuneration of the auditor, PricewaterhouseCoopers.

  4. To elect and re-elect the following directors:

    In accordance with Article 96 of the Company’s Articles of Association, Mr D Aluang’a a director appointed on 26 March, 2009,
    retires and being eligible, offers himself for election.

    In accordance with Article 110 of the Company’s Articles of Association, Prof. L Huebner, Mr A Poonawala, and Mr G M Wilkinson,
    retire by rotation and being eligible, offer themselves for re-election.

    SPECIAL BUSINESS
    To consider and if thought fit, to pass the following resolution as a Special Resolution:

  5. “That Dr M J Aliker, a director who retires in accordance with Article 101 of the Company’s Articles of Association and who is
    over the age of 70 years, shall not withstanding that fact, be re-elected as a director of the Company for a further period
    of one year.”

    By order of the Board
    J. C. Kinyua
    Secretary
    26 March 2009