East African Breweries : EABL 2023 AGM Proxy Form

EAST AFRICAN BREWERIES PLC

PROXY

I/We___________________________________________________________________________________________________________

Share A/c No____________________________________________________________________________________________________

Of (Address) ____________________________________________________________________________________________________

Being a member(s) of East African Breweries PLC, hereby appoint:

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Or failing him/her, the duly appointed Chairman of the Meeting, to be my/our proxy, to vote for me/us and on my/our behalf at the Annual General Meeting of the Company, to be held on Thursday, September 14, 2023, and at any adjournment thereof.

As witness, I/we lay my/our hand(s) this __________________________ day of __________________________ 2023.

1. To receive, consider and adopt the audited Financial Statements for the year ended June 30, 2023, together with the Chairman's, Directors' and Auditors' Reports thereon.
2. Dividend

1. To confirm the Interim Dividend in respect of the Financial Year ended June 30, 2023, of Ksh 3.75 per ordinary share, which was paid subject to withholding tax, on or about April 28, 2023, to shareholders registered at the close of business on February 16, 2023.
2. To approve a final dividend of Kshs 1.75 per ordinary share for the Financial Year ended June 30, 2023, payable net of withholding tax as recommended by the Directors. The dividend will be payable on or about October 27, 2023, to Shareholders on the Register of Members at the close of business on September 14, 2023.

3) Election of Directors:

1. Ms. Ory Okolloh retires by rotation in accordance with the provisions of Article 117 of the Company's Articles of Association, and being eligible, she offers herself for re-election.
2. Mr. John Ulanga retires by rotation in accordance with the provisions of Article 117 of the Company's Articles of Association, and being eligible, he offers himself for re-election.
3. Mr. Felix Okoboi was appointed during the year to fill a casual vacancy on the Board. He retires in accordance with the provisions of Article 116 of the Company's Articles of Association, and being eligible, he offers himself for re-election.
4. Mr. John Musunga was appointed during the year to fill a casual vacancy on the Board. He retires in accordance with the provisions of Article 116 of the Company's Articles of Association, and being eligible, he offers himself for re-election.
5. Mr. Sathish Krishnan was appointed during the year to fill a casual vacancy on the Board. He retires in accordance with the provisions of Article 116 of the Company's Articles of Association, and being eligible, he offers himself for re-election.

1. To elect the following Directors, being members of the Board Audit and Risk Management Committee to continue to serve as members of the said Committee, subject to the re- election of the Directors who are named in Agenda 3 above: Mr. John Ulanga; Mr. Jimmy Mugerwa; Mr. Leo Breen; Ms. Ory Okolloh and Mr. Felix Okoboi.
2. To receive, consider, and if thought fit, approve the Directors' Remuneration Report and the remuneration paid to the Directors' for the year ended June 30, 2023.
3. To re-appoint the Auditors Messrs. PricewaterhouseCoopers (PwC) to continue in office as auditors by virtue of Section 721(2) of the Companies Act 2015 and to authorise the Board of Directors to fix their remuneration for the ensuing financial year.

ELECTRONIC COMMUNICATIONS CONSENT FORM

Please complete in BLOCK CAPITALS

Full name of Proxy(s):______________________________________________________________________________________________

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______________________________________________________________________________________________________________

Address: _______________________________________________________________________________________________________

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Please tick ONE of the boxes below and return to Image Registrars at P.O. Box 9287- 00100 Nairobi,5th Floor, Absa Towers (formerly Barclays Plaza), Loita Street:

Approval of Registration

I/WE approve to register to participate in the virtual Annual General Meeting to be held on

September 14, 2023.

Consent for use of the Mobile Number provided

I/We give my/our consent for the use of the mobile number provided for purposes of voting at the AGM.

Notes:

1. If a member is unable to attend personally, this Proxy Form should be completed, signed and emailed to eabl.agm@eabl.com or delivered (together with a power of attorney or other authority (if any) under which it is assigned or a notarised certified copy of such power or authority) to Image Registrars Limited, 5th Floor Absa Towers (formerly Barclays Plaza), Loita Street, P.O. Box 9287 - 00100 GPO, Nairobi, so as to be received by Tuesday, September 12, 2023, at 11:00 a.m. i.e. 48 hours before the meeting or any adjournment thereof, or in the case of a poll taken subsequent to the date of the meeting, or any adjourned meeting, not less than 24 hours before the time appointed for the taking of the poll, which is taken more than 48 hours after the day of the meeting or adjourned meeting.
2. In case of a member being a corporate body, the Proxy Form must be under its common seal or under the hand of an officer or duly authorised attorney of such corporate body.
3. As a shareholder you are entitled to appoint one or more proxies to exercise all or any of your shareholder rights to attend, speak and vote on your behalf at the meeting. The appointment of the Chairman of the meeting as proxy has been included for convenience. To appoint as a proxy any other person, delete the words "the Chairman of the Meeting or" and insert the full name of your proxy in the space provided. A proxy need not to be a shareholder of the Company.
4. Completion and submission of the form of proxy will not prevent you from attending the meeting and voting at the meeting in person, in which case, any votes cast by your proxy will be excluded.
5. A vote "abstain" option has been included on the form of proxy. The legal effect of choosing this option on any resolution is that you will be treated as not having voted on the relevant resolution. The number of votes in respect of which votes are withheld will, however, be counted and recorded, but disregarded in calculating the number of votes for or against each resolution.