Notice for AFRINIC Special General Members' Meeting 2026
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| Annual Report 2021 | Financial/Audit Report 2021 | |
| Designated Representative Registration form | Designated Representative Process | |
Notice is hereby given that a Special General Members’ Meeting (the ‘SGMM’) of the African Network Information Centre (AfriNIC) Ltd, also known as AFRINIC, will be held Online on 14 April 2026 as from 10:00 UTC, to transact the following business:
By Order of the Board
Executive Services Ltd
Company Secretary
23 March 2026
Proposed Resolution #1
IT IS RESOLVED THAT the Audited Financial Statements of the Company for the year ended 31 December 2021, together with the reports of the Directors and Auditor thereon, be and are hereby received and noted.
NOTES:.
- Members are kindly requested to connect via the following URL https://afrinic.net/sgmm/sgmm-2026 in order to attend the online SGMM.
- Consistent with Article 12.14(ix) of AFRINIC’s Bylaws, which provides that a corporate body that is a Member may appoint a representative to attend an Annual General Members’ Meeting on its behalf, access to the meeting platform will be limited to one duly designated representative per member organisation. For this purpose, AFRINIC will compile a list of such designated representatives. Other individuals affiliated with the same organisation may follow the proceedings via AFRINIC’s website.
- Consistent with previous general and special meetings of AFRINIC, members who are not in good standing may be permitted to attend the SGMM; however, such members shall not be entitled to exercise any voting rights at the meeting.
- For the avoidance of doubt, members are reminded that although Associate Members are entitled to receive notice of the meeting, they attend in an observer capacity only and are not entitled to exercise any voting rights.
- It is further clarified that, pursuant to section 115(5) of the Companies Act, no approval of the Audited Financial Statements for the year ended 31 December 2021 is required in the present circumstances; those attending will receive and note the same for procedural purposes.
- Any member requiring further information or clarification concerning the SGMM or the business set out in this Notice may contact the Company Secretary, Executive Services Ltd, via email at This email address is being protected from spambots. You need JavaScript enabled to view it.
Questions from Members during AGMM 2022 to Adopt 2021 Financials
| Questions from members | Response from Afrinic |
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| Considering that members have to adopt the financials – I feel that it is prudent that the following questions be answered so that members can adopt the financials with confidence in their accuracy. Hence, I request that these questions be answered either before or at the AGMM. While I realize that some of these questions are not directly related to the audited financials that members must adopt, to fully understand those numbers we have to look holistically and understand the financial position of the company and the trends involved. Hence, these questions are wider than simply the audited financials and delve into the quarterly reports to give context and clarity. Regarding the reserve account: There is a discrepancy of $16565 dollars between the signed financial statements and the stated amount of money in the reserve account seen in the Q4 financial numbers. |
The quarterly reports published on the website are prepared prior to the completion of the audit. The USD 16,565 reflects a proposed adjustment by the auditors to recognise additional accrued interest on fixed deposits held with the bank.” |
| Specifically – the Q4 financials state that that as of 31st of December the reserve account held $6,367,701 – the audited financials, as per note 9, state that the reserve account is holding $6,384,266. This is further amplified by the fact that the financials released for Q1 of 2022 again state that the amount in the reserve account is $6,367,701. Considering that the reserve account is interest bearing (as per the board resolution that established this account and as confirmed by the audited statements note 9(a), and judging by past financial performance, this account as of end of Q1 2022, should have grown by at least another $50,000, in effect these numbers just don’t tally correctly | Both the Q1 and Q4 2021 quarterly reports are unaudited. The USD 16,565 represents an audit adjustment representing accrued interests, which has been duly reflected in the audited financial statements for the year ended 2021. It is also noted that interest rates decreased significantly during the year, ranging between 0.4% and 0.85%, as further disclosed in Note 9 to the audited financial statements.” |
| As of the end of 2021 as per the audited statements the company held $12,410,023 in cash and cash equivalents, inclusive of the reserve account. AfriNIC spent $924,794 to the end of March 2022. AfriNIC declared Fee. Revenue to the end of March 2022 at $5,117,295. If we add this all up – and assuming that fee revenue is received revenue – AfriNIC should be sitting with approximately $16.5 million – there is a roughly $4m shortfall here. If we however assume that fee revenue are fees that are actually due, but not yet paid, this would mean that AfriNIC had only managed to collect $1.5 million in fees to end of March 2022, meaning a substantial number of members in bad standing, please comment. This is further compounded by the fact that as per note 11 of the financials, there seems to be an indication that AfriNIC received close to $1.5m in early payment fees – though this may be a misread on my part. If this is accurate however, based on the numbers, AfriNIC collected almost no fees between the January and March – which doesn’t seem right and needs explanation. This note about fees received in advance is confirmed in note 16.b which put the fees received in advance at $1.545 million. | Bank balance as at 31 dec 2021 11.9K Receipt from members Q1 2022 2.6K Payment to suppliers, salaries e.t.c for Q1 2022 1.1K Closing balance as at 31st March 13.4K (As declared in Q1-adding all currencies up) Difference (Reversal of Revaluation of bank balance during Audit) - 54k Please note that the 5.1 declared does not mean they have paid but the invoice issued, The total received in Q1 2.6K. Advanced payment (1.4K note 11b of audited account) before 31 dec was capured in bank balance 11.9K |
| AfriNIC in the Q4 financials reported Legal fees for the year at $554,529 – this does not tally with the audited numbers that put this at $633,807. | The contingency budget line was approved to provide for unforeseen events. In this context, an amount of USD 104,000 was allocated to cover additional legal invoices received in 2022 in respect of services rendered during the 2021 financial year. See link for reconciliation |
| In the Q1 2022 financials we see legal fees sitting at roughly $49,612 – can AfriNIC confirm if there are large as of yet unrecognized legal expenses which will show up in either Q2 or Q3 as a result of on going litiation. The financials give no allowance for contingent liability for ongoing litigation – meaning that the board is asserting that they see no risk of potential liability in the ongoing lawsuits, consider the current litigation can the board please clarify as to how they come to this conclusion. | There was an assessment made in the audited financial statement (Note 23 : Litigation Cases). The cases were assessed as not probable to result in a financial outflow. |
| In 2021 HR expenses sat at $2,145,668 million, yet in 2022 we see an HR budget of $3,077,500 million, this puts the HR budget for 2022 at roughly 143% of actual HR expenditure in 2021, can the board please explain the need for this dramatic increase. Even if we look at the HR expenditure in 2019 – total spent was $2,372,609 – and allowing for inflationary increases of 2.5% in 2020 and 4.04% in 2021 – this would put a rough expenditure at $2.53 – which is still substantially below the budgeted $3.077m (2019 figures used + inflation numbers applied to avoid any hypothetical covid related decreases in HR expenses in 2020 and 2021) | This does not represent an increase in the 2022 budget. In fact, not all positions that were budgeted for in 2021 were ultimately filled. Additionally, seven staff members left AFRINIC during 2021 |
| The salary of the CEO was increased between 2020 and 2021 from $179,122 to $190,943 (As per emulouments note in the financials) – can the board please point to the resolution where an adjustment to the ceo’s package was made since I seem unable to locate this. | MINUTES OF THE BOARD MEETING HELD ON 7 & 8 JULY 2021 (section 7) |
| AfriNIC made a net surplus of $1,224 million in 2019, a surplus of $2.139 million in 2020, a surplus of $1.916 million in 2021. Keeping in mind the legal fees which amount to almost $633,807 recognized in 2021 which should hopefully not be a recuring expense, if we adjust for this 2021 would have seen a surplus of roughly $2.5 million. In every case AfriNIC is generating surplus that is in excess of 20% of revenue. While I realize that AfriNIC is trying to accumulate reserves – I would question if this excess surplus is in line with the rules around non-profit companies and if AfriNIC is not at risk of violation that could result in a revocation of its tax exemption status. Can AfriNIC please comment on this – and please give an indication of his the board forsees a decrease in the fees paid by members to reduce this huge surplus generation. | The board initiated a process of fee review that was supposed to go through normal consultation process. With the governace vaccum, that was not possible but this is in the pipipeline for further discussion |
| Who are OTAM and why are OTAM and Tespok holding close to $100k on behalf of AfriNIC (Note 8) | You may recall that when Afrinic’s accounts were frozen, funds were received from some stakeholders to help Afrinic in its daily operation and to meet its existing obligations towards its suppliers and different stakeholders. These funds were transferred directly to OTAM which were acting as a management company on behalf of AFRINIC and all payments to the suppliers were done by them. The amount of USD 95,747 were held in the account of OTAM as at 31 December 2021 and USD USD 4,143 in the account of TESPOK. |
| As of the 31st of December 2021 - It states there was a revenue reserve of 9.933 million dollars, can we assume that this is inclusive of the reserve account (which as per note 9(a) was sitting at 6.384 million | Revenue reserve is completely different to the amount held as per note 9(a). The later one is the fixed deposit held at the bank whereas revenue reserve is the accumulated surplus / (loss) made throughout the year since the incorporation of Afrinic. |
| Note 12 makes reference to half a million dollars received from other organisations which are then listed as payables. That being said, while we recognise these are liabilities, there should have been an equal sum of money inbound into the organisation - resulting in a net zero sum. Can we understanding where this income is recognised to offset the payable amount. | You may recall that when Afrinic’s accounts were frozen, funds were received from some stakeholders to help Afrinic in its daily operation and to meet its existing obligations towards its suppliers and different stakeholders. These funds were transferred directly to OTAM which were acting as a management company on behalf of AFRINIC and all payments to the suppliers were done by them. Some funds were transferred to Uniconsult directly to pay staff salaries. |
| Note 15 recognises $840,000 as “Other expenses” - can the board explain what these are, considering that they represent close to 20% of the companies total expenses and have no explanation attached to them | Note 15 in the audited financial statements disclose major expense line item occurred during the year. Herewith the View the $840,000 expense note details which provides additional information about the $ 840,000 |
Why this SGMM?
Section 115 (5) of the Companies Act 2001
Where the financial statements are not approved at the annual meeting, they shall be presented at a further special meeting called by the Board
Where the financial statements are not approved at the annual meeting, they shall be presented at a further special meeting called by the Board