KCB : AGM-Notice

AGENDA

5.

Shareholders wishing to raise any questions or clarifications regarding the AGM may do so by:

1.

Constitution of the Meeting

a. sending their written questions by email to kcbshares@image.co.ke; or

To read the notice convening the meeting and determine if a quorum is present.

b. shareholders who will have registered to participate in the meeting shall be able to

ask questions via sms by dialling the USSD code above and selecting the option

2.

Ordinary Business

(Ask Question) on the prompts; or

a) Report and Financial Statements for the Year ending 31 December 2022.

c. to the extent possible, physically delivering their written questions with a return

To receive, consider and, if thought fit, adopt the Audited Consolidated Financial Statements

physical,postal or email address to the registered office of the Company at Kencom

for the year ending 31 December 2022 together with the reports of the Directors, the Group

House, P. O. Box 48400 - 00100, Nairobi, or to Image Registrars offices at 5th floor, Absa

Chairman, the Group Chief Executive Officer and the Auditor thereon.

Towers (formerly Barclays Plaza), Loita Street.

b) Dividend

Shareholders must provide their full details (full name, National ID/Passport Number/CDSC

To confirm the interim dividend of KShs. 1.00 per ordinary share paid on 13 January 2023 and to

Account Number) when submitting their questions and clarifications.

declare a final dividend of KShs. 1.00 per ordinary share, payable, net of withholding tax, on or

All questions and clarifications received by the Company by Tuesday, 23 May 2023 at 5:00 pm

about 26 May 2023 to shareholders on the Register of Members at the close of business on 6

will be responded to by the directors of the company by 25 May 2023. A full list of all questions

April 2023.

received and the answers thereto will be published on the Company's website before the

c) Election of Directors

commencement of the General Meeting. Some of the questions will also be answered during

a)

In accordance with Articles 94, 95 and 96 of the Company's Articles of Association, the

the meeting. Shareholders will also have the opportunity of submitting their questions and

following Directors retire by rotation, and being eligible, offer themselves for re-election:

clarifications during the General Meeting.

i)

Mr. Ahmed Mahmoud

6.

In accordance with Section 298(1) of the Companies Act, shareholders entitled to attend and

ii)

Dr. Obuya Bagaka

vote at the AGM are entitled to appoint a proxy to vote on their behalf. A proxy need not be a

iii) C. S. National Treasury

member of the Company. A proxy form is attached to this Notice and is available on the

b)

In accordance with Article 101 of the Company's Articles of Association, the following

Company's website via this link: www.kcbgroup.com. Physical copies of the proxy form are also

director, having been appointed by the Board to fill in a casual vacancy, retires from the

available at the following address: Image Registrars Limited offices, 5th Floor Absa Towers

Board and being eligible offers herself for re-election.

(formerly Barclays Plaza), Loita Street P. O. Box 9287 - 00100. Shareholders who do not propose

i)

Ms. Anuja Pandit

to be at the Annual General Meeting are requested to complete and return the proxy form to

c)

In accordance with Article 101 of the Company's Articles of Association, the following

Image Registrars Limited, or alternatively to the Registered Office of the Company to arrive not

director, having been appointed by the Board to fill in a casual vacancy, and further, having

later than 10.00 a.m. on Tuesday, 23 May 2023.

attained the age of 70, retires from the Board and being eligible and having expressed his

Duly signed proxy forms may also be emailed to kcbshares@image.co.kein PDF format. A proxy

willingness to continue serving as a director, offers himself for re-election.

ii)

Dr. Joseph Kinyua

form must be signed by the appointor, or his attorney duly authorized in writing. If the

appointer is a body corporate, the instrument appointing the proxy shall be given under the

d)

In accordance with the provisions of Section 769 of the Companies Act, 2015, the following

Company's common seal or under the hand of an officer or duly authorized attorney of such

directors, being members of the Board Audit Committee be elected to continue to serve as

body corporate.

members of the said Committee:

7.

The AGM will be streamed live via a link which shall be provided to all shareholders who will

i)

Mr. Lawrence Njiru

have registered to participate in the AGM. Duly registered shareholders and proxies will

ii)

Ahmed Mahmoud

receive a short message service (SMS/USSD) prompt on their registered mobile numbers, 24

iii)

Dr. Obuya Bagaka

hours prior to the AGM acting as a reminder of the AGM. A second SMS/USSD prompt shall be

iv)

Mrs. Alice Kirenge

sent one hour before the AGM, reminding duly registered shareholders and proxies that the

v)

Ms. Anuja Pandit

AGM will begin in an hour's time and providing a link to the live stream.

d) Remuneration of Directors

8.

Duly registered shareholders and proxies may follow the proceedings of the AGM using the live

To receive, consider and, if thought fit, approve the Directors' Remuneration Report and to

stream platform and may access the agenda. Duly registered shareholders and proxies may

authorize the Board to fix the remuneration of Directors.

vote (when prompted) via the USSD prompts.

e)

Appointment of Auditors

9.

Results of the AGM shall be published on the Company's website within 24 hours following

To re-appoint Messrs. PriceWaterhouseCoopers, Certified Public Accountants, as the

conclusion of the AGM.

Auditors of the Company until conclusion of the next Annual General Meeting.

Shareholders are encouraged to continuously monitor the Company's website www.kcbgroup.com

f) Remuneration of the Auditors

for updates relating to the AGM.

To authorize Directors to fix the remuneration of the Auditors.

BY ORDER OF THE BOARD

BONNIE OKUMU

BANK

Group Company Secretary

3 May 2023

Notes:

As a woman in business,

1. KCB Group Plc has convened and will conduct its 52nd Annual General Meeting via virtual/

following:

let us fire up

electronic means in line with The Companies Act, 2015.

2. Shareholders wishing to participate in the meeting should register for the AGM by doing the

a. dialling *483*885# for all Kenyan telephone networks and following the various

your biashara

registration prompts; or

b. sending an email request to be registered to kcbshares@image.co.ke

WhatsApp 0711 087 087

Shareholders with email addresses will receive a registration link via email through which they

or Call 0711 087 000

can use to register.

The reports may also be accessed upon request by dialling the USSD code above and selecting

Regulated by the Central Bank of Kenya

the reports option. The reports and agenda can also be accessed on the livestream link.

Regulated by the Central Bank of Kenya