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REVIEW OF PROPOSED NOTICE AND AGENDA AND DIRECTORS STATEMENT FOR CONSOLIDATED BANK EGM

CONSOLIDATED BANK OF KENYA LIMITED

(C. 18/2011)

 NOTICE OF A GENERAL MEETING

 NOTICE IS HEREBY GIVEN OF A GENERAL MEETING OF THE CONSOLIDATED BANK OF KENYA LIMITED TO BE HELD ON FRIDAY THE 30^TH  DAY OF NOVEMBER 2018 AT 11.30  A.M. AT FIRST FLOOR CONSOLIDATED BANK HOUSE, NAIROBI TO TRANSACT THE FOLLOWING BUSINESS:

 AGENDA

 ORDINARY BUSINESS

1. To table the proxies and note the presence of a quorum.
2. To read the notice convening the meeting.

SPECIAL BUSINESS

3. To consider and, if thought fit, pass the following resolutions as SPECIAL RESOLUTIONS:

a) THAT pursuant to Sections 404 and 520 of the Companies Act, No 17 of 2015 (“the Act”) and Article 7 of the Articles of Association of the Company, the share capital of the company be increased by an amount of Kenya Shillings Three Billion Five Hundred Million (Kshs. 3,500,000,000.00) by the creation of One Hundred and Seventy Five Million (175,000,000) Redeemable Cumulative Preference Shares of Kenya Shillings Twenty (KSH.20.00) each (“the New Preference Shares

b) THAT in accordance with section 329 of the Act, the directors of the Company be authorised to allot the New Preference Shares in the Company up to an aggregate nominal amount of Kenya Shillings Three Billion  Five Hundred Million (KShs 3,500,000,000.00) provided that this authority shall, unless renewed, varied or revoked by the Company, expire five years from the date of this Resolution save that the Company may, before such expiry, make an offer or agreement which would or might require the New Preference shares to be allotted and the directors may allot the New Preference  shares in pursuance of such offer or agreement notwithstanding that the authority conferred by this resolution has expired.

c) THAT in accordance with section 348 of the Act and the authority conferred by Resolution (b) above and subject to obtaining all necessary approvals, the directors be and are hereby authorized to allot the New Preference Shares to an Investor who is ready, willing and able and who has been selected in accordance with applicable laws to subscribe for the New Preference Shares  on such terms as the Directors shall determine as if Section 338 of the Act and Article 53 of the Articles  of Association of the Company  (requiring the exercise of pre-emption rights) did not apply to any such allotment.

d) THAT in accordance with section 521 of the Act and Article 7 of the Articles of Association of the Company, the directors be and hereby authorized to determine the special rights, terms, conditions or restrictions of the New Preference shares.

e) THAT the Directors of the Company be and hereby authorized to do all acts and things necessary, and prepare and sign all necessary documentations and returns consequent upon and to effect these resolutions.

4. To transact any other business which may legally be transacted at an Extra Ordinary General Meeting.

 Dated at Nairobi this 05^th day of November 2018

 BY ORDER OF THE BOARD

WAKONYO IGERIA

Company Secretary

NB: In accordance with Section 298 as read with Section 299(1) of the Companies Act No.17 of 2015, a member is entitled to appoint a proxy to exercise all or any of the member’s rights to attend and to speak and vote at the meeting. A member that has a share capital may appoint more than one proxy for the meeting provided each proxy is appointed to exercise the rights attached to a different share or different shares held by the member. A proxy form is provided with this Notice.

 The form of proxy should be returned to the Company Secretary, at P.O BOX 51133 00200, Nairobi, to arrive not later than 48hours before the meeting

Download The EGM Notice

CORRIGENDUM TO THE NOTICE OF ANNUAL GENERAL MEETING

We draw your kind attention to the NOTICE dated 2^nd July 2018 calling for the Annual General Meeting of the Company to be held on 25^th July 2018 at the Crowne Plaza Hotel in Nairobi from 12.30 pm in respect of Items 8 (a), 8 (b) and 8 (c) under the title of SPECIAL BUSINESS which proposed an increase in nominal capital of the Company by way of Ordinary Resolution as well as the allotment of shares to the National Treasury.

To take into account all the enabling provisions of the Companies Act No. 17 of 2015, the Directors wish to amend Item 8 to read as follows:

SPECIAL BUSINESS

8. To consider and, if thought fit, pass the following resolutions:

 AS ORDINARY RESOLUTION

a) THAT in accordance with section 329 of the Companies Act 2015 (“the Act”), the directors of the Company be authorised to allot shares in the Company or grant rights to subscribe for or to convert any security or existing debt into shares in the Company (“Rights”) up to an aggregate nominal amount of Kenya shillings Five Hundred Million (KShs 500,000,000.00) provided that this authority shall, unless renewed, varied or revoked by the Company, expire five years from the date of this Resolution save that the Company may, before such expiry, make an offer or agreement which would or might require shares to be allotted or Rights to be granted and the directors may allot shares or grant Rights in pursuance of such offer or agreement notwithstanding that the authority conferred by this resolution has expired.

AS SPECIAL RESOLUTION

b) THAT pursuant to Section 404 of the Act, the share capital of the company be increased by an amount of Kenya Shillings Five Hundred Million made up of Twenty Fifty Five Million (25,000,000) Ordinary Shares of Kenya Shillings Twenty (KSH.20.00) such shares ranking pari pasu with the existing ordinary shares (“the New Shares”), and in accordance with section 348 of the Act and the authority conferred by Resolution (a) above, the directors be and hereby authorized to allot the New Shares (credited as fully paid) to the National Treasury in consideration of the sum of Kenya Shillings Five Hundred Million (Kshs. 500,000,000.) already paid by the National Treasury to the Company as if section 338 of Act (requiring the exercise of pre-emption rights), did not apply.

The amended notice of Annual General Meeting is attached hereto.

Dated at Nairobi this 17^th day of July 2018

BY ORDER OF THE BOARD

Download Corrigendum to Notice (PDF)

AMENDED NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT THE TWENTY SIXTH ANNUAL GENERAL MEETING
OF THE COMPANY WILL BE HELD AT THE CROWNE PLAZA HOTEL NAIROBI ON
WEDNESDAY, 25TH JULY 2018, AT 12.30 P.M. TO TRANSACT THE FOLLOWING BUSINESS:-

AGENDA

ORDINARY BUSINESS

 1.   To table the proxies and note the presence of a quorum.

2.   To read the notice convening the meeting.

3.  To confirm the minutes of the Twenty Fifth Annual General Meeting held on the 27th July 2017.

4.  To receive, consider and, if approved, adopt the audited balance sheet and Accounts of the Company for the year ended 31st December 2017, together with the Directors` and Auditors` report thereon.

5.  To authorize the board to fix the Directors` remuneration.

6.  To elect Directors :

a) Dr. Raymond O. Omollo retires by rotation in accordance with Article 112 as read with Article 114 of the Articles of Association, and being eligible, offers himself for re-election.

b) Mr. Joseph Kipketer Koskey retires from the Board by rotation in accordance with Article 112 as read with Article 114 of the Articles of Association, and being eligible, offers himself for re-election.

7.     To appoint Ernst & Young, as auditors of the Company pursuant to Section 721 (1) & (2) of the Companies Act, 2015, and to authorize the Directors to fix the auditors`  remuneration for 2018

SPECIAL BUSINESS

8.    To consider and, if thought fit, pass the following resolutions:

AS ORDINARY RESOLUTION

a) THAT in accordance with section 329 of the Companies Act 2015 (“the Act”), the directors of the Company be authorised to allot shares in the Company or grant rights to subscribe for or to convert any security or existing debt into shares in the Company (“Rights”) up to an aggregate nominal amount of Kenya shilling Five Hundred Million (KShs 500,000,000.00) provided that this authority shall, unless renewed, varied or revoked by the Company, expire five years from the date of this Resolution save that the Company may, before such expiry, make an offer or agreement which would or might require shares to be alloted or Rights to be granted and the directors may allot shares or grant Rights in pursuance of such offer or agreement notwithstanding that the authority conferred by this resolution has expired.

AS SPECIAL RESOLUTION

b) THAT pursuant to Section 404 of the Act, the share capital of the company be increased by an amount of Kenya Shillings Five Hundred Million made up of Twenty Fifty Five Million (25,000,000) Ordinary Share of Kenya Shillings Twenty (KSH.20.00) such shares ranking pari pasu with the existing ordinary shares (“the New Shares”), and in accordance with section 348 of the Act and the authority conferred by Resolution (a) above, the directors be and hereby authorized to allot the New Shares (credited as fully paid) to the National Treasury in consideration of the sum of Kenya Shillings Five Hundred Million (Kshs. 500,000,000.) already paid by the National Treasury to the Company as if section 338 of Act (requiring the exercise of pre-emption rights) did not apply.

9.    To transact any other business that may be transacted at the Annual General Meeting.

Dated at Nairobi this 17th  day of July 2018

BY ORDER OF THE BOARD

Download: Amended AGM Notice (PDF)

NOTICE OF THE ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT THE TWENTY SIXTH ANNUAL GENERAL MEETING OF THE COMPANY WILL BE HELD AT THE CROWNE PLAZA HOTEL NAIROBI ON WEDNESDAY, 25^TH JULY 2018, AT 12.30 P.M. TO TRANSACT THE FOLLOWING BUSINESS:-

 AGENDA

 ORDINARY BUSINESS

• To table the proxies and note the presence of a quorum.
• To read the notice convening the meeting.
• To confirm the minutes of the Twenty Fifth Annual General Meeting held on the 27^th July 2017.
• To receive, consider and, if approved, adopt the Audited Accounts of the Company for the year ended 31^st December 2017, together with the Directors` and Auditors` report thereon.
• To authorize the board to fix the Directors` remuneration.
• To elect Directors :

• Raymond O. Omollo retires from the Board by rotation in accordance with Article 112 as read with Article 114 of the Articles of Association, and being eligible, offers himself for re-election.
• Joseph Kipketer Koskey retires from the Board by rotation in accordance with Article 112 as read with Article 114 of the Articles of Association, and being eligible, offers himself for re-election.

• To appoint Ernst & Young, as auditors of the Company pursuant to Section 721 (1) & (2) of the Companies Act, 2015, and to authorize the Directors to fix the auditors  remuneration for 2018

SPECIAL BUSINESS

• To consider and, if thought fit, pass the following resolutions:

ORDINARY RESOLUTIONS

• That the share capital of the Company be increased from Kenya Shillings Two Billion Seven Hundred Million (KSH. 2,700,000,000.00) divided into Fifty Five Million (55,000,000) Ordinary Shares of Kenya Shillings Twenty (KSH.20.00) each and Eighty Million (80,000,000) non-cumulative non-redeemable preference shares of Kenya Shillings Twenty (KSH.20.00) each to Kenya Shillings Three Billion Two Hundred Million (KSH. 3,200,000,000.00) divided into Eighty Million (80,000,000) Ordinary Shares of Kenya Shillings Twenty (KSH.20.00) each and Eighty Million (80,000,000) non-cumulative non-redeemable preference shares of Kenya Shillings Twenty (KSH.20.00) each by the creation thereto of Twenty Fifty Five Million (25,000,000) Ordinary Shares of Kenya Shillings Twenty (KSH.20.00) each ranking pari pasu with the existing ordinary shares.
• That, in accordance with Article 53 of the Company’s Articles of Association, the Company allots and issues Twenty Five Million (25,000,000) ordinary shares to the National Treasury in consideration of Kenya Shillings Five Hundred Million (KSHs.500,000,000.00) already received by the Company and that such sum shall be deemed to be payment in full for the shares so allotted and such shares to rank pari passu with the existing issued ordinary shares of the Company.
• That the Company’s Board of Directors be and is hereby instructed and authorized to take all such actions as are necessary to give effect to the resolutions above.

• To transact any other business that may be transacted at the Annual General Meeting.

Dated at Nairobi this 2^nd  day of July 2018

BY ORDER OF THE BOARD

WAKONYO IGERIA

Company Secretary

Download PDF: 2018 AGM NOTICE 02.07.2018

COMMENTARY ON THE 1STQUARTER 2018 RESULTS

Financials

• The bank’s performance for the first quarter 2018 was adversely affected by the difficult operating environment, the impact of interest rates capping and lack of adequate capital to meet regulatory requirements and implement the business strategy.
• The net advances declined by 9% to Kshs 7.9 billion in March 2018 compared to Kshs 8.7 billion the same period last year while customer deposits declined by 8% to Kshs 8.4 billion from Kshs 9.2 billion the same period last year.
• Interest income declined by 13% to Kshs 304 million from Kshs 344 million while interest expense declined by 18% to Kshs 208 million from Kshs 218 million. Overall the net interest income declined to Kshs 95 million from Kshs 126 million the same period last year.
• Operating expenses declined by 13% to Kshs 326 million due to decline in impairment charge.
• The bank recorded a pre-tax loss of KShs 138 million in the period ending 31 March 2018.

Strategic Positioning

• Consolidated Bank is 100% owned by the Government of Kenya. The National Treasury owns 78% of the ordinary share capital; the National Social Security Fund owns 5% while other state corporations own the balance of 17%.
• Capital determines the volume of business a bank can underwrite. The Board of Directors of Consolidated Bank has been consulting the National Treasury with a view of unlocking the full potential of the bank through recapitalization.
• On the basis of these consultations, the National Treasury injected bridging capital of Kshs 500 million on 21 May 2018 to immediately shore up the capital levels and support the bank as it implements a long term recapitalization solution. Further consultations with the other shareholders are ongoing.
• A Transaction Advisor was appointed on 10th May 2018 to facilitate implementation of the long term capital solution.
• The Transaction Advisor is currently undertaking a comprehensive due diligence on thebank after which they will advise and help implement the most appropriate capital raising option .
• The bank continues to provide excellent customer service underpinned by an excellent technology platform that allows customers to transact at any of our branches and through the digital channels.

The Board of Directors, Management and Staff of Consolidated Bank wishes to thank all our customers for their continued loyalty and support. We look forward to serving you better with more innovative products and services because we know WE’RE BETTER TOGETHER.

Download(pdf): Financials Commentary

Customer Newsletter – December 2017 Issue

Welcome to the second issue of the Sorter year 2017. The past half year has been good and the second half has been even better with a beehive of activities which include but are not limited to:
• The Customer Service week
• Corporate Social Responsibility Initiatives
• EMV MasterCard Migration
• Q-Less Banking upgrade (Digital Banking)

Download PDF Issue

Customer Newsletter – January 2017 Issue

2016 was a unique year in many aspects for Consolidated Bank and the wider banking industry. The Banking (Amendment) Bill 2015 has profoundly changed the Kenyan financial services industry. The impact has been immense and I am sure you too have felt it in your daily lives. The new law pegs interest rates for credit and deposit products to the Central Bank Rate.

Download PDF Issue

Interbanks Sports Tournament 2017

Consolidated Bank Football Team and Central Bank Governor Patrick Njoroge Continue Reading…

Customer Service Week

Officials from The institute of Customer Experience(ICX) led by Ms. Purity Mithika present a Nomination Award for Most Sustainable initiative – during the Customer Service Week 2017 to our CEO Continue Reading…

2017 AGM NOTICE AND AGENDA

NOTICE IS HEREBY GIVEN THAT THE TWENTY FIFTH ANNUAL GENERAL MEETING OF THE COMPANY WILL BE HELD AT THE CROWNE PLAZA HOTEL NAIROBI ON THURSDAY, 27TH JULY 2017, AT 12.00 P.M.

AGENDA

1. To read the notice convening the meeting.

2. To confirm the minutes of the Twenty Fourth Annual General Meeting held on the 15th July 2016.

3. To consider and, if approved, adopt the Financial Statements of the Company for the year ended 31st December 2016, together with the Directors` and Auditors` report thereon.

4. To authorize the board to fix the Directors` remuneration. Continue Reading…