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NOTICE OF THE ANNUAL GENERAL MEEETING

NOTICE IS HEREBY GIVEN THAT THE THIRTY SECOND ANNUAL GENERAL MEETING OF THE COMPANY WILL BE HELD VIRTUALLY VIA ELECTRONIC MEANS (IN THE MANNER OUTLINED IN THIS NOTICE) ON 26TH SEPTEMBER 2024 AT 12:00 NOON TO TRANSACT THE BUSINESS AS SET OUT BELOW.

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 Thirty First Annual General Meeting held on the 29th June 2023.
  4. To receive, consider and, if thought fit, adopt the Annual Report and Financial Statements of the Company for the year ended 31st December 2023, together with the Directors` and Auditors` Report thereon.
  5. To approve the remuneration of Directors and the Directors’ Remuneration Report for the year ended 31 December 2023.
  6. To elect Directors:

    To note

    • To note the appointment of the Director Jedidah Mwiti (Dr), Director Tom Kahigu (Dr), Director Timothy Tiampat and Director Kenneth Gatheru Gatiithi as Members of the Board vide Gazette Notice No.16765 of 8th December, 2023.
    • To note the revocation of the appointments of Isaac Mulatya Muoki, David Ogega Obure, Ms. Nabila K. Mazrui, Dr. Kenneth Otiso, Mr. George Mokua, and Ms. Mary-Karren Kigen-Sorobit as Members of the Board, vide Gazette Notice No.16765 of 8th December, 2023.

    Retiring and re-election

    • Dr. Jedidah Mwiti retires from the Board under the terms of Article 117 of the Articles of Association, and being eligible, offers herself for re-election.
    • Dr. Tom Kahigu retires from the Board under the terms of Article 117 of the Articles of Association, and being eligible, offers himself for re-election.
    • Hon. Kenneth Gatheru Gatiithi retires from the Board under the terms of Article 117 of the Articles of Association, and being eligible, offers himself for re-election.
    • Mr. Timothy Tiampati retires from the Board under the terms of Article 117 of the Articles of Association, and being eligible, offers himself for re-election.
  7. To transact any other business that may be transacted at the Annual General Meeting.

BY ORDER OF THE BOARD

SAM MUTURI

CHIEF EXECUTIVE OFFICER

Date: 3rd August 2024

NB:

  1. The Company has appointed Custody & Registrars Services Limited to specifically provide their platform and to manage this Virtual AGM.
  2. 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 must be signed by the appointer or his attorney duly authorized in writing. If the appointer is a body corporate, the instrument appointing the proxy shall be given under the hand of an officer or duly authorized attorney of such body corporate.
  3. A proxy form is provided with this notice. The proxy form can also be obtained from the Bank’s website (www.consolidated-bank.com).
  4. The Bank’s audited financial statements for the year 2023 have been made available and can be obtained from the Bank’s website.
  5. Shareholders will be able to register their proxies to follow the meeting, vote electronically and may raise questions in advance of (or at) the AGM in the manner detailed below: -
    • To complete the registration process, shareholders will need to provide their proxy forms with full details of their proxies, including mobile telephone numbers and email addresses to the Company Secretary at Consolidated Bank House, Koinange Street or be posted at P.O Box 51133 00200 Nairobi or via email to: legal-department@consolidated- bank.com/aanjichi@consolidated-bank.com or proxy@candrgroup.co.ke. For assistance shareholders should dial the following helpline number: (+254) 709 170 000 or 020 8690360 from 9:00 a.m. to 3:00 p.m. from Monday to Friday. C & R Group Registrars shall register the proxies and send them an email notification once registered.
    • Registration for the AGM opens on 16th September 2024 at 9:00 am and will close on 24th September 2024at 12.00pm. Shareholders will not be able to register after this time.
    • Shareholders or their appointed proxies wishing to raise any questions or clarifications regarding the AGM may do so 48 hours before the meeting by: (a) sending their written questions by email to legal-department@consolidated-bank.com/ aanjichi@consolidated-bank.comor digital@candrgroup.co.ke to the extent possible, physically delivering or posting their written questions with a return physical, postal or email address, to the registered office at Consolidated Bank House, Koinange Street or be posted at P.O Box 51133 00200 Nairobi,Nairobi, Kenya.

      Shareholders must provide their full details (full names, National ID/Passport Number) when submitting their questions or clarifications.

      The Company’s directors will provide written responses to the questions received to the return physical, postal or email address provided by the Shareholder no later than 12 hours before the start of the AGM.

      Registered proxies will also receive a prompt via email or SMS to their registered telephone number, prompting them to propose and second motions and to request to speak at the AGM.

    • 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 an email prompt 24 hours prior to the AGM acting as a reminder of the AGM. A second email prompt shall be sent one hour ahead of the AGM, as a reminder that the AGM will begin in an hours’ time and providing a link to the live stream.
    • Proxies who have been registered to attend the AGM may follow the proceedings using the live stream platform, access the agenda, participate and vote (when prompted by the Chairman) using the vote tab on their screens. Once the proxy selects to vote, he/she shall key in the code received and proceed to follow the prompts.
    • Results of the resolutions voted on will be published on the Bank’s website (www.consolidated-bank.com) within 24 hours following conclusion of the AGM.

Download: Notice and Agenda for the AGM 2024

Download: Virtual AGM Proxy Form

CONSOLIDATED BANK OF KENYA LIMITED AND SUBSIDIARY CONSOLIDATED ANNUAL FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023

FINANCE TIP

When you get your paycheck, take a percentage -- between 10 percent and 30 percent -- and put that away. You'll be rich enough to be financially independent within a short period of time.

Consolidated Bank is regulated by The Central Bank of Kenya.