Annual General Meeting

ORDINARY BUSINESS:

1. To read the notice convening the meeting and determine if a quorum is present.
2. To receive and consider, and, if approved adopt the Audited Consolidated Financial Statements of the Company for the financial year ended 31st December 2022 together with the Directors’ and Auditors’ report thereon.
3. Election of Directors.
   1. 1. Mrs. Margaret Karangatha and Dr. Gideon Muriuki – CBS, MBS. being directors appointed under Article 26.1
         1. of the Company’s Articles of Association, are retiring by rotation pursuant to Article 27.1 of the Articles and being eligible offer themselves for re-election in accordance with Article 28 of the Company’s Articles of Association.The Co-operative Bank of Kenya Limited has already nominated them for re-election.
4. To approve the remuneration of the Directors for the year ending 31st December 2022 and to authorize the Board to fix the remuneration of Directors.
5. To re-appoint Deloitte, Auditors of the Company, having expressed their willingness to continue in office and to authorize the directors to fix their remuneration.
6. Transact any other business, which may be properly transacted at an Annual General Meeting.

Dated at Nairobi this 19th day of April 2023.

By order of the Board

VICTORIA CHEROTICH

COMPANY SECRETARY

Notes:

2015. Kingdom Bank Limited has convened and will conduct its Annual General Meeting via virtual/electronic means in line with The Companies Act, 2015.
2016. Shareholders wishing to participate in the meeting should register for the AGM by doing the following:
      1. Dialing *483*903# for all networks and follow the various prompts regarding the registration process; or
      2. Sending an email request to be registered to kingdombankagm@image.co.ke; or
      3. Shareholders with email addresses will receive a registration link via email through 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 at hand. For assistance shareholders (whether in Kenya or outside) should dial the following helpline number: (+254) 709 170 018 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 kingdombankagm@image.co.ke.

11. Registration for the AGM opens on 19th day of April 2023 at 8:00 am and will close on 14th May 2023 at 11.00 a.m.
12. In accordance with Section 283 (2) (c) of the Companies Act, the following documents may be viewed on the Company’s website www.kingdombankltd.co.ke
    1. a copy of this Notice and the proxy form;
    2. the Company’s audited financial statements for the year ended 31st December, 2022.
    3. The reports may also be accessed upon request by dialing the USSD code above and selecting the Reports option.
    4. The reports and agenda can also be accessed on the livestream link.
13. Shareholders wishing to raise any questions or clarifications regarding the AGM may do so by:
    1. Sending their written questions by email to agm2023questions@kingdombankltd.co.ke
    2. Lodging the portal available on the Bank’s website kingdombankltd.co.ke
    3. Shareholders who will have registered to participate in the meeting shall be able to ask questions via SMS by dialing the USSD code above and selecting the option (ask Question) on the prompts;
    4. To the extent possible, physically delivering their written questions with a return physical address or email address to Image
       Registrars Limited, 5th Floor Absa Towers (formerly Barclays Plaza), Loita Street, Nairobi, or;
    5. Sending their written questions with a return physical address or email address by registered post to the Company’s address at
       O. Box 22741-00400 Nairobi. Shareholders must provide their full details (full names, ID/Passport Number/CPR Number) when submitting their questions and clarifications. All questions and clarifications must reach the Company on or before 14th May 2023 at 11:00 am.

• Following receipt of the questions and clarifications, the directors of the Company shall provide written responses to the questions received to the return physical address or email address provided by the Shareholder no later than 12 hours 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 not later than 12 hours before the start of the general meeting.

11. In accordance with Section 298(1) of the Companies Act, shareholders entitled to attend and vote at the AGM are entitled to appoint a proxy to vote on their behalf. A proxy need not be a member of the Company, the appointed proxy will need access to a mobile telephone. A proxy form is available on the Company’s website www.kingdombankltd.co.ke Physical copies of the proxy form are also available at the following address:
    Image Registrars Limited, 5th Floor Absa Towers (formerly Barclays Plaza), Loita Street and at all the branches of the Company. A proxy 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 under the hand of an officer or duly authorized attorney of such body corporate.
    A completed form of proxy should be emailed to kingdombankagm@image.co.ke or delivered to Image Registrars Limited, 5th Floor Absa Towers (formerly Barclays Plaza), Loita Street, P.O. Box 9287 – 00100 GPO, Nairobi, to be received not later than 14th May 2023 at 11.00 a.m. Any person appointed as a proxy should submit his/her mobile telephone number to the Company no later than 14^th May 2023 at 11.00 a.m. Any proxy registration that is rejected will be communicated to the shareholder concerned no later than 14th May 2023 to allow time to address any issues.
12. The AGM will be streamed live via a link which shall be provided to all shareholders who will have registered to participate in the general meeting. Duly registered shareholders and proxies will receive an email and/or 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 email and/or 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.
13. Duly registered shareholders and proxies may follow the proceedings of the AGM using the live stream platform and may access the agenda. Duly registered shareholders and proxies may propose and second resolutions as well as a vote (when prompted) via USSD or the live stream link.

• A poll shall be conducted for all the resolutions put forward in the notice.
• Results of the AGM shall be published on the Company’s website within 24 hours following the conclusion of the Annual General Meeting. Shareholders are encouraged to continuously monitor the Company’s website, www.kingdombankltd.co.ke for updates relating to the AGM.