Standard Chartered Bank Kenya LtdNSEKE: SCBK

2026 AGM Notice

· Issued by Standard Chartered Bank Kenya Ltd
Standard Chartered Bank Kenya Limited

Notice and Agenda of the Annual General Meeting to all Members of Standard Chartered Bank Kenya Limited

NOTICE IS HEREBY GIVEN THAT in accordance with Article 50A of Standard Chartered Bank Kenya Limited's Articles of Association, the 40th Annual General Meeting (AGM) of the Company will be held via electronic means, on Thursday, 21 May 2026 at 11:00 a.m. when the business set out below will be transacted:

  1. Constitution of the Annual General Meeting The Company Secretary to read the notice of the meeting and determine if a quorum is present. ORDINARY BUSINESS
  2. Annual Report and Financial Statements for the year ended 31 December 2025

    To receive, consider and if thought fit, adopt the Annual Report and Financial Statements of the Company for the year ended 31 December 2025, together with the reports of the Directors, Statements of the Chairman and Chief Executive Officer, and the Auditor's report thereon.

  3. Dividends

    1. To confirm the payment of one interim dividend of KShs 8.00 declared on 20 August 2025 and paid on 7 October 2025 for each ordinary share of KShs 5.00 and to approve the payment of a final dividend of KShs 23.00 for each ordinary share of KShs 5.00 on the issued share capital of the Company in respect of the year ended 31 December 2025.

      This makes the total dividend pay-out for the year ended 31 December 2025 KShs 31.00 per ordinary share.

    2. To confirm the payment of one interim dividend of KShs 83,309,589 declared on 20 August 2025 and paid on 7 October 2025 and to approve the payment of a final dividend of KShs 84,690,411 on the non-redeemable, non-cumulative, non-voting, non-participating and non-convertible preference shares.

      The dividends are payable to shareholders registered on the Company's Register at the close of business on 30 April 2026 and will be paid on or after 21 May 2026.

  4. Election of Directors

    To elect the following Directors:

    1. Directors retiring by Rotation

      1. In accordance with Article 107 of the Company's Articles of Association, Mrs. Kellen Kariuki retires by rotation and being eligible, offers herself for re-election.

      2. In accordance with Article 107 of the Company's Articles of Association, Mrs. Nivedita Sharma retires by rotation and being eligible, offers herself for re-election.

    2. Retirement of a Director To note the retirement of Mr. David Ong'olo who steps down from the Board of Directors having attained the age of seventy years, in accordance with Article 111(b) of the Company's Articles of Association.
  5. Remuneration of Directors

    To approve the Directors' Remuneration Report and the remuneration paid to the Directors for the year ended 31 December 2025 and to authorise the Board to fix the Directors' remuneration for the year 2026.

  6. Re-Appointment and 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. If approved, Ernst & Young LLP Kenya will conduct their seventh audit of the Company's financial statements for the year 2026.

  7. Approval of Policies

    In accordance with Regulation 8.21 of the Thirteenth Schedule to the Capital Markets (Public Offers, Listings and Disclosures) Regulations, 2023, to approve the following policies of the Company, as reviewed and recommended by the Board:

    1. Board Remuneration, Attraction and Retention Policy;

    2. Stakeholder Communication Policy;

    3. Corporate Disclosure Policy; and

    4. Dispute Resolution Policy.

      SHAREHOLDERS TO UPDATE CONTACT AND DIVIDEND PAYMENT DETAILS

      To facilitate timely receipt of dividends, shareholders are encouraged to update their contact details and register to receive their dividend payments via mobile (MPESA/Airtel Money) or bank payments. To do so, shareholders are requested to update their dividend payment details via any one of the following channels:

      1. Complete an online opt-in form through https://scbk.azurewebsites.net/.

      2. Send an email to Image Registrars Limited through scbkshares@image.co.ke.

      3. Opt-In via USSD by dialling *483*121# as you register for the AGM.

      4. Shareholders who maintain CDSC accounts are also encouraged to notify any change of address or request for payment of dividends through bank accounts/MPESA via their stockbroker or investment bank.

      5. Shareholders with certificates are advised to contact Image Registrars Limited offices, 5th Floor, Absa Towers (formerly Barclays Plaza), Loita Street, Nairobi or via Email address scbkshares@image.co.ke or Telephone no. 0709 170000.

  1. Any Other Business To transact any other business of the Annual General Meeting for which notice has been received. BY ORDER OF THE BOARD

Judy Nyaga

Company Secretary Standard Chartered Bank Kenya Limited

P.O. Box 30003 - 00100 Nairobi GPO

Date: 30 April 2026

NOTES

  1. The Company will hold a virtual AGM in line with Article 50A of the Company's Articles of Association.

  2. Shareholders are invited to register for the AGM by:

    1. Dialling *483*121# for all networks and following the various prompts to complete the registration process; or

    2. Emailing scbkshares@image.co.ke to request registration; or

    3. Using the registration link sent via email to shareholders with registered email addresses.

  3. To complete the registration process, shareholders must have the ID/Passport Numbers used to purchase their shares and/or their CDSC Account Number readily available. For help, shareholders can call the helpline at 0709 170 025 or 0709 170 000, available from 8:00 a.m. to 5:00 p.m., Monday to Friday or send an email to scbkshares@image.co.ke.

  4. Registration for the AGM opens on 30 April 2026 at 9:00 am and closes on 19 May 2026 at 11.00 am. Registration will not be accepted after this time.

  5. In accordance with Section 283(2) of the Companies Act, the following documents may be viewed on the Company's website: https://www.sc.com/ke/investor-relations/ (i) a copy of this Notice and the proxy form; (ii) the Company's audited financial statements for the year 2025; and (iii) Policies included in the notice for shareholder approval.

    The reports and agenda will be accessible on the live stream link and may also be accessed by dialling *483*121# and selecting the reports option.

  6. Shareholders entitled to attend and vote at the AGM may appoint a proxy to vote on their behalf. A proxy need not be a member of the Company.

  7. The proxy form must be signed by the shareholder or their duly authorised attorney. For corporate shareholders, the proxy form must be executed under the company's common seal or signed by an authorised officer or duly appointed attorney.

  8. The proxy form is available on the Company's website at https://www.sc.com/ke/investor-relations/. Physical copies can be obtained at Image Registrars Limited offices, 5th Floor, Absa Towers (formerly Barclays Plaza), Loita Street, Nairobi.

  9. Shareholders wishing to appoint a proxy should complete and return the proxy form via email to scbkshares@image.co.ke or deliver a hard copy to Image Registrars Limited at the address provided hereinabove by 19 May 2026 at 11:00 a.m. Proxy appointees must submit their mobile phone numbers to the Company or Image Registrars Limited by the same deadline. Any rejected proxy registrations will be communicated to the shareholder by 20 May 2026 at 11:00 a.m. to allow time for addressing any issues.

  10. Shareholders can raise any questions or seek clarifications regarding the AGM by 19 May 2026 at 11:00 a.m. through:

    1. Emailing their written questions to scbkshares@image.co.ke;

    2. Dialling *483*121# and following the prompts;

    3. Physically delivering the written questions with a return address to either the Company's registered office at Standard Chartered@Chiromo, or to Image Registrars Limited offices; or

    4. Sending their written questions via registered post to the Company's address at P.O. Box 30003-00100 Nairobi.

      Shareholders must provide their full details (full names, ID/Passport Number/CDSC Account Number) when submitting their questions and clarifications.

  11. The Board of Directors shall provide written responses to the questions received and publish a list of the questions and the answers on the Company's website after the AGM.

  12. The AGM will be streamed live, with a link provided to all registered shareholders. Registered shareholders and proxies will receive short message service (SMS/USSD) reminders on their registered mobile numbers, 24 hours prior to the AGM. A second SMS/USSD reminder shall be sent one hour before the AGM, including a link to the live stream.

  13. Duly registered shareholders and proxies may follow the AGM via the live stream link and also access the agenda and vote through the USSD prompts.

  14. Results of the AGM shall be published on the Company website within 24 hours after the AGM concludes.

  15. Shareholders are encouraged to regularly visit the Company's website: https://www.sc.com/ke/investor-relations/ for information.



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