Standard Chartered Bank Kenya : 2023 Annual General Meeting Notice

NOTICE IS HEREBY GIVEN THAT in accordance with Article 50A of Standard Chartered Bank Kenya Limited's Articles of Association, the 37th Annual General Meeting (AGM) of the Company will be held via electronic means, on Thursday, 25 May 2023 at 11:00 a.m. when the business set out below will be transacted:

1. Constitution of the Annual General Meeting

The Company Secretary to read the notice of the meeting and determine if a quorum is present.

ORDINARY BUSINESS

1. Annual Report and Financial Statements for the year ended 31 December 2022
   To receive, consider and if thought fit, adopt the Annual Report and Financial Statements of the Company for the year ended 31 December 2022, together with the reports of the Directors, Statements of the Chairman and Chief Executive Officer, and the Auditor's report thereon.
2. Dividends
3. 1. To confirm the payment of one interim dividend of KShs. 6.00 declared on 23 November 2022 and paid on 29 December 2022 for each ordinary share and to approve the payment of a final dividend of KShs.16.00 for each ordinary share of KShs. 5.00 on the issued share capital of the Company in respect of the year ended 31 December 2022. This makes the total dividend pay-out for the year ended 31 December 2022 KShs. 22.00 per ordinary share.
   2. To confirm the payment of one interim dividend of KShs. 83,309,589 declared on 23 November 2022 and paid on 29 December 2022 and to approve the payment of a final dividend of KShs. 84,690,411 on the non-redeemable,non-cumulative,non-voting, non- participating and non-convertible preference shares.

The dividends are to be payable to shareholders registered on the Company's Register at the close of business 21 April 2023 and will be paid on or after 25 May 2023.

1. Election of Directors
   To elect the following Directors:
   Directors retiring by rotation:
2. 1. Mr. Imtiaz Khan, a Director retiring by rotation who being eligible offers himself for re- election in accordance with Article 107(a) of the Company's Articles of Association.
   2. Dr. Catherine Adeya, a Director retiring by rotation who being eligible offers herself for re- election in accordance with Article 107(a) of the Company's Articles of Association.
3. Board Audit Committee
   In accordance with the provisions of Section 769 of the Companies Act, 2015, the following Directors, being members of the Board Audit Committee be elected to continue to serve as members of the said Committee:
4. 1. Mr. Imtiaz Khan;
   2. Dr. Catherine Adeya; and
   3. Mrs. Nivedita Sharma
5. Remuneration of Directors
   To approve the Directors' Remuneration Report and the remuneration paid to the Directors for the year ended 31 December 2022 and to authorise the Board to fix the Directors' remuneration for the year 2023.
6. Re-Appointmentand Remuneration of Ernst & Young LLP Kenya
   To approve the re-appointment of Ernst & Young LLP Kenya as the auditor of the Company in accordance with Section 721 of the Companies Act, 2015, subject to Section 24(1) of the Banking Act and to authorise the Directors to fix their remuneration.
7. Any Other Business
   To transact any other business of the Annual General Meeting for which notice has been received.

BY ORDER OF THE BOARD

Judy Nyaga

Company Secretary

Standard Chartered Bank Kenya Limited

P.O. Box 30003 - 00100 Nairobi GPO

Date: 26 April 2023

NOTES

1. The Company has convened and is conducting a virtual Annual General Meeting in line with Article 50A of the Company's Articles of Association.
2. Shareholders wishing to participate in the meeting should register for the AGM by doing the following:
3. 1. Dialling *483*902# for all networks and follow the various prompts regarding the registration process; or
   2. Sending an email request to be registered to SCBAGM@image.co.ke; or

1. Shareholders with email addresses will receive a registration link via email which they can use to register.

In order to complete the registration process, shareholders will need to have their ID/Passport Numbers which were used to purchase their shares and/or their CDSC Account Number at hand. For assistance shareholders (whether in Kenya or outside) should dial the following helpline number: (+254) 709 170 030 from 8:00 a.m. to 5:00 p.m. from Monday to Friday. A shareholder domiciled outside of Kenya can send an email to Image Registrars via SCBAGM@ image.co.ke.

3. Registration for the AGM opens on 28 April 2023 at 9:00 am and will close on 23 May 2023 at 11.00 am. Shareholders will not be able to register after 23 May 2023 at 11.00 a.m.

In accordance with Section 283(2) of the Companies Act, the following documents may be viewed on the Company's website: www.sc.com/ke/investor-relations/ (i) a copy of this Notice and the proxy form; and (ii) the Company's audited financial statements for the year 2022. The reports may also be accessed upon request by dialling the USSD code above and selecting the reports option. The reports and agenda will also be accessible on the live stream link.

In accordance with Section 298(1) of the Companies Act, shareholders entitled to attend and vote at the AGM may appoint a proxy to vote on their behalf. A proxy need not be a member of the Company.

A proxy form must be signed by the appointing shareholder or their attorney duly authorised in writing. If the appointer is a body corporate, proxy appointment should be given under its common seal or under the hand of a duly authorised officer or attorney of such body corporate.

A proxy form is available on the Company's website via this link: www.sc.com/ke/investor- relations/. Physical copies of the proxy form are also available at the following address: Image Registrars Limited offices, 5th Floor Absa Towers (formerly Barclays Plaza), Loita Street, Nairobi.

Shareholders who intend to appoint a proxy are requested to complete and return the completed proxy form through email to SCBAGM@image.co.ke or deliver a hard copy to Image Registrars Limited in the address provided hereinabove so as to be received not later than 23 May 2023 at 11.00 a.m. Any person appointed as a proxy should submit his/her mobile telephone number to the Company or Image Registrars no later than 24 May 2023 at 11.00 a.m. Any proxy registration that is rejected will be communicated to the shareholder concerned no later than 24 May 2023 at 11. 00 a.m. to allow time to address any issues.

1. Shareholders wishing to raise any questions or clarifications regarding the AGM may do so on or before 23 May 2023 at 11:00 a.m. by:
   sending their written questions by email to SCBAGM@image.co.ke; or submitting questions by dialling the USSD Code above and following the prompts; or
   to the extent possible, physically delivering their written questions with a return physical address or email address to the registered office of the Company at Standard Chartered@ Chiromo, or to Image Registrars Limited offices at their address provided hereinabove; or sending their written questions with a return physical address or email address by registered post to the Company's address at P.O. Box 30003-00100 Nairobi.
   Shareholders must provide their full details (full names, ID/Passport Number/CDSC Account Number) when submitting their questions and clarifications.
   The Directors of the Company shall provide written responses to the questions received to the return physical, postal or email address provided by the shareholder before the start of the general meeting. A full list of all questions received, and the answers thereto will be published on the Company's website after the meeting.
2. The AGM will be streamed live via a link which shall be provided to all shareholders who will have registered to participate in the AGM. Duly registered shareholders and proxies will receive a short message service (SMS/USSD) prompt on their registered mobile numbers, 24 hours prior to the AGM acting as a reminder of the AGM. A second SMS/USSD prompt shall be sent one hour ahead of the AGM, reminding duly registered shareholders and proxies that the AGM will begin in an hours' time and providing a link to the live stream.
3. Duly registered shareholders and proxies may follow the proceedings of the AGM using the live stream platform, access the agenda and vote (when prompted by the Chairperson) via the USSD prompts.
4. Results of the AGM shall be published on the Company website within 24 hours following conclusion of the AGM.
5. Shareholders are encouraged to register to receive their dividend payments via mobile (MPESA/Airtel Money) or Bank payments. To do so, shareholders are requested to update their dividend payment details via the following channels:

1. Opt-Invia USSD by dialling *483*902# as you register for the AGM. Send an email to Image Registrars Limited through info@image.co.ke.
   Shareholders who maintain CDS Accounts are also encouraged to notify any change of address or request for payment of dividends through bank accounts /MPESA via their stockbroker or investment bank.
   Shareholders with certificates are advised to contact Image Registrars Limited offices, 5th Floor Absa Towers (formerly Barclays Plaza), Loita Street, Nairobi via Email address info@ image.co.ke or Telephone no. 0709170000.
   Shareholders are encouraged to continuously visit the Company's website: www.sc.com/ke/ investor-relations/ for information.