I/WE………………..........................…………..........................…………....................................................................
of……………………..........................…………..........................…………..........................…………..............................
Being a shareholder of KCB Group PLC hereby appoint …………………………..............................................
(see notes 2 and 3) (Name of proxy) of P. O. BOX…...............................................and whose mobile phone
number for purposes of registration and voting is…............................................... OR FAILING WHOM, the
Chairman of the Meeting in respect of my …...............................................(Number of shares). Please
indicate here if you are appointing more than one proxy (including the mobile phone number of such
proxy)…..................................................... (see note 3) as my/our proxy to attend, represent and vote for
me/us on my/our behalf at the Extraordinary General Meeting of the Company to be held electronically
on Wednesday, 21 September 2022 at 10.00 am and at any adjournment thereof.
Signed this …............................................... day of …............................................... 2022
Signature(s) i) ………………...………………………............................. ii) ..............................................................
I/WE direct my/our proxy to vote on the following resolutions as I/WE have indicated by marking the
appropriate box with an ‘X’. If no indication is given, my/our proxy will vote or withhold his or her vote at
his or her discretion and I/WE authorize my/our proxy to vote (or withhold his or her vote) as he or she
thinks fit in relation to any other matte which is properly put before the Meeting.
Please clearly mark the box below to instruct your proxy how to vote.
ELECTRONIC COMMUNICATIONS PREFERENCE FORM
Please complete in BLOCK CAPITALS
Full name of member(s): .............................................................................................................................
.....................................................................................................................................................................
Address: ......................................................................................................................................................
.....................................................................................................................................................................
CDSC No. (if known) .....................................................................................................................................
(This can be found on your CDSC Statement)
Mobile Number ...........................................................................................................................................
Date: ............................................................. Signature: ....................................................................
Please tick ONE of the boxes below and return to Image Registrars at P.O. Box 9287 – 00100 Nairobi,
5
th
Floor,
Absa Towers (formerly Barclays Plaza), Loita Street:
Approval of Registration
I/WE approve to register to participate in the virtual
Extraordinary General Meeting to be held on 21 September 2022.
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 EGM
Notes:
1. If a member is unable to attend personally, this Proxy Form should be completed, duly signed 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 – 00100 Nairobi or can be scanned and emailed to
[email protected] in PDF format, to arrive not later than 10:00 a.m. on Monday, 19 September
2022 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 given 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 any other person as a
proxy, delete the words “the Chairman of the Meeting or” and 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 person, in which case any votes cast by your proxy will be excluded.
5. 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.
THAT, subject to and conditional upon the receipt of requisite
regulatory approvals and fulfilment or waiver (if legally capable
of being waived) of other applicable conditions as agreed in
writing between the Company and the relevant counterparties
in the share purchase agreement entered into by the Company
in this regard ("Agreement"), the acquisition by the Company of
Trust Merchant Bank SA ("TMB"), in accordance with, and on
the terms set out in the Agreement and as a result of which, upon
completion TMB would become a subsidiary of the Company,
be and is hereby approved.
The board of directors of KCB be and is hereby authorised to do
all such things and take all such steps as are necessary to give
effect to the above resolutions.
RESOLUTION FOR AGAINST WITHHELD
PROXY FORM
GROUP COMPANY SECRETARY, KCB GROUP PLC.,
KENCOM HOUSE,
MOI AVENUE,
P. O. BOX 48400 – 00100,
NAIROBI, KENYA
