Standard Chartered Bank Kenya : 2023 SCB KE Virtual AGM Proxy Form

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FORM OF PROXY

I/we_____________________________________________________________________________

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being a member/members of Standard Chartered Bank Kenya Limited hereby appoint:

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of (address): _______________________________________________________________________

or failing him/her: ___________________________________________________________________

of (address): _______________________________________________________________________

and failing him/her the 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 25 May 2023, or at any adjournment thereof.

Given under my/our hands this_______________________________ day of

__________________________________________ 2023.

Signed: ________________________________________________________________________

Please clearly mark the box below to instruct your proxy how to vote. If no instruction is given, your proxy will vote or withhold his or her vote at his or her discretion. By signing the Proxy Form, you authorize your proxy to vote or withhold his or her vote as he or she thinks fit in relation to any other matter which is properly put before the meeting. The overriding vote on each resolution shall be the vote cast at the meeting by the duly appointed proxy.

1 Annual Report and Financial Statements for the year ended 31 December 2022

To 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.

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

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accordance with Article 107(a) of the Company's Articles of Association.

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:

1. Mr. Imtiaz Khan;
2. Dr. Catherine Adeya; and
3. Mrs. Nivedita Sharma

1. 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.
2. 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.

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ELECTRONIC COMMUNICATIONS CONSENT FORM

Please complete in BLOCK CAPITALS

Full name of Proxy(s): ____________________________________________________________

__________________________________________________________________________

Address:

_____________________________________________________________________________

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Mobile Number

Date: ____________________________________________________

Signature: _______________________________________________

Please tick ONE of the boxes below;

Approval of Registration

I/WE approve to register to participate in the virtual Annual General Meeting to be held on 25 May 2023.

Consent for use of the Mobile Number provided

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

Proxy Form Notes:

1. If a member is unable to attend personally, this Proxy Form should be completed and returned to reach the Company's share registrar, Image Registrars Limited, 5th Floor, Absa Towers, (formerly Barclays Plaza), Loita Street, P.O. Box 9287, GPO 00100, Nairobi, or via email to SCBAGM@image.co.ke to arrive not later than 11:00 a.m. on 23 May 2023, i.e., 48 hours before the meeting or any adjournment thereof.
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 authorized 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 and to 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, 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 Proxy Form will not prevent you from attending the meeting and voting at the meeting, in which case any votes cast by your proxy will be excluded.
5. To be valid the Proxy Form should be completed, signed and delivered (together with a power of attorney or other authority (if any) under which it is assigned, or a notarized certified copy of such power or authority) to Image Registrars Limited, Absa Towers (formerly Barclays Plaza), 5th Floor, Loita Street and address P.O. Box 9287-00100 Nairobi not later than 11.00 am on 23 May 2023 or, in the case of a poll taken subsequent to the date of the meeting, or any adjourned

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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.

1. In the case of a company being a shareholder then this Proxy Form must be executed under its common seal or signed on its behalf by an officer of that company or an authorized attorney for that company.
2. A "vote withheld" option has been included on the Proxy Form. 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.

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