Policies for Shareholder Approval - 2026 Annual General Meeting

This document contains the policies being presented to Shareholders of Standard Chartered Bank Kenya Limited for consideration and approval at the Annual General Meeting (AGM) to be held on 21 May 2026 at 11.am.

Table of Contents of this Document

1. Board Remuneration and Director 2

2. Attraction and Retention Policy 2

3. Stakeholder Communication Policy 6

4. Corporate Disclosure Policy 10

5. Dispute Resolution Policy 14

Important Navigation Note

Shareholders are encouraged to use the Table of Contents to access each policy directly by selecting the relevant link.

By Order of the Board

Company Secretary Judy Nyaga

30 April 2026

STANDARD CHARTERED BANK KENYA LIMITED

‌BOARD REMUNERATION AND DIRECTOR

‌ATTRACTION AND RETENTION POLICY

1. INTRODUCTION AND PURPOSE

   This Board Remuneration, Attraction and Retention Policy (the "Policy") sets out the principles, and controls governing the remuneration of Directors of Standard Chartered Bank Kenya Limited (the "Bank").

   The Policy supports the Board's responsibility to maintain an appropriate balance of skills, experience, independence and diversity to enable the Board to discharge its duties effectively and in the best interests of the Bank and its stakeholders.

2. SCOPE AND APPLICATION

   This Policy applies to Executive Directors and Non-Executive Directors (including Independent Non-Executive Directors).

3. POLICY PRINCIPLES

   1. Objectives

      The objectives of this Policy are to ensure that the Bank maintains arrangements that:

      • support the attraction and retention of individuals of the highest calibre, integrity and competence to serve on the Board;

      • support Board continuity, orderly succession and composition that is aligned with the

        Bank's strategy, risk profile and regulatory expectations; and

      • reinforce high standards of corporate governance in the long-term interests of the Bank and its stakeholders.

   2. Remuneration Principles

      The Bank's Board remuneration framework is guided by the following principles:

      • alignment of remuneration with the Bank's strategy and sustainable performance;

      • fairness, transparency and consistency in remuneration outcomes;

      • an appropriate balance between fixed and variable remuneration;

      • alignment of remuneration with prudent risk management and the Bank's risk appetite;

        and

      • competitiveness of remuneration and related governance arrangements to support the attraction, motivation and retention of Directors.

4. POLICY REQUIREMENTS
   1. Governance and Oversight

      The Board holds ultimate responsibility for implementing robust processes to attract, appoint and retain suitably qualified Directors, ensuring the Board's composition remains effective and fit for purpose. In addition, the Board is charged with establishing and reviewing the framework for Directors' remuneration, with all determinations made in accordance with applicable policies and subject to shareholder approval.

   2. Appointment, Tenure and Succession

      The Board aims to be optimally constituted, having regard to the size, complexity and nature of

      the Bank's business and its subsidiaries.

      Board appointments, tenure and re-appointments are conducted in line with regulatory

      requirements, the Bank's Articles of Association and relevant policies and standards.

      The Board maintains robust succession planning arrangements to ensure the ongoing effectiveness of the Board.

   3. Board Appointment Principles

      In overseeing Board appointments, the Board applies the following principles:

      • at least one-third of the Board shall comprise independent directors;

      • prospective independent directors are assessed by the Nomination, Evaluation and Remuneration Committee, including consideration of their suitability, independence, values and cultural alignment;

      • independent directors serve in accordance with regulatory limits on tenure;

      • appropriate due diligence and screening checks are undertaken prior to appointment to assess integrity, financial soundness, conflicts of interest and related-party relationships;

      • independent director candidates must not hold political appointments;

      • directors are expected to devote sufficient time and attention to the affairs of the Bank, supporting sustained engagement and effectiveness; and

   4. Multiple Directorships

      The Board adopts the requirements of the Capital Markets Authority Code of Corporate Governance for Issuers of Securities to the Public and the Central Bank of Kenya Prudential Guidelines in relation to multiple directorships.

      The Board fully endorses the principle that each director must be able to give enough time and attention to the affairs of the Company but does not restrict the number of directorships as a general rule.

   5. Non-Financial Considerations

      In addition to remuneration, the Board recognises that effective Director retention is supported by a broader governance environment, including:

      • effective induction and ongoing development;

      • access to timely, accurate and relevant information;

      • a culture of constructive engagement, respect and challenge; and

      • periodic Board and individual director performance evaluations.

   6. Executive Directors' Remuneration

      Executive Directors' remuneration is determined in accordance with the Bank's Human Resources policies and standards as further detailed in the employment contracts of Executive Directors and comprises:

      • Fixed remuneration (base salary);

      • Variable remuneration linked to performance;

      • Deferred awards where applicable;

      • Pension benefits; and

      • Non-cash benefits aligned with employee wellbeing.

        Fixed remuneration reflects the role, experience and responsibilities of each Executive Director, while variable remuneration is linked to performance, taking into account financial and non-financial measures, risk and conduct considerations.

   7. Non-Executive Directors' Remuneration

      Non-Executive Directors, including Independent Non-Executive Directors, receive an annual fee. Differentiated fee levels apply to reflect the additional responsibilities and time commitment associated with the roles of Board Chair and Board Committee Chairs.

      Non-Executive Directors' remuneration is reviewed periodically through market benchmarking against peer institutions of comparable size, complexity and regulatory environment. Non-Executive Directors do not receive performance-related pay, pension benefits or share-based incentives.

      Reasonable travel and out-of-pocket expenses incurred in the performance of Directors' duties

      are reimbursed.

      4.4. Shareholder Approval

      Shareholders delegate authority to the Board, by ordinary resolution at the Annual General

      Meeting, to fix Directors' remuneration and to approve routine reviews of this Policy.

5. DISCLOSURE

   Disclosures relating to this Policy shall be made on the Bank's website and in its annual report as

   required.

6. RELATED DOCUMENTS

   This Policy operates within the Company's broader governance framework, alongside other

   internal policies and standards which continue to apply.

7. REVIEW OF POLICY

The Board shall review this Policy periodically to ensure its continued effectiveness.

STANDARD CHARTERED BANK KENYA LIMITED

‌STAKEHOLDER COMMUNICATION POLICY

1. INTRODUCTION AND PURPOSE

   This Stakeholder Communication Policy ("the Policy") establishes the overarching principles for effective, transparent, timely and accurate communication between Standard Chartered Bank Kenya Limited ("the Bank") and its stakeholders.

2. SCOPE AND APPLICATION

   This Policy governs internal and external communications with stakeholders, including communications conducted through electronic, written, verbal, digital and media or other channels, and shall be read together with the Bank's applicable existing policies and standards.

3. POLICY PRINCIPLES

   The Bank's communication with stakeholders shall be guided by the following principles:

   • Transparency: Communications shall be clear, accurate, balanced and not misleading.

   • Timeliness: Material information shall be communicated promptly and in accordance with applicable disclosure obligations.

   • Fairness and Equitable Treatment: Stakeholders shall be provided with equal access to information, subject to legal and regulatory requirements.

   • Confidentiality: Confidential, price-sensitive and personal information shall be protected and disclosed only where authorised.

   • Two-way Engagement: Communication shall promote dialogue, feedback and constructive engagement with stakeholders.

4. POLICY REQUIREMENTS

   1. GOVERNANCE AND OVERSIGHT

      The Board has ultimate responsibility for ensuring that the Bank maintains effective communication with stakeholders.

   2. COMMUNICATION WITH KEY STAKEHOLDER GROUPS

      1. Shareholders and Investors

         The Bank shall communicate with shareholders and investors through:

         • annual general meetings and investor briefings

         • annual reports, market announcements and regulatory filings

         • other approved investor engagement forums

      2. Regulators and Government Authorities

         Communication with regulators and Government authorities shall be:

         • conducted through authorised channels

         • coordinated to ensure consistency with statutory and prudential requirements

      3. Clients

         The Bank shall communicate with clients in a manner that is clear and fair; compliant with consumer protection and conduct standards.

      4. Employees

         Internal communication shall promote awareness of the Bank's strategy, values and performance; engagement, inclusion and alignment with organisational objectives; and access to timely and relevant information through approved internal channels.

      5. Suppliers

         Communication with suppliers shall support, fair and transparent engagement, effective management of third party relationships and risks, and feedback mechanisms.

      6. Communities and the Public

         The Bank shall communicate with communities and the public to:

         • promote understanding of its role, values and sustainability initiatives

         • support responsible corporate citizenship and social impact programmes

         • enhance trust and the Bank's reputation

      7. Media

      Engagement with the media shall be coordinated through authorised persons; be consistent with approved messaging and disclosure obligations; and be conducted in a manner that protects the Bank's reputation and stakeholder interests.

   3. COMMUNICATION CHANNELS AND CONTROLS

      1. All business communications shall comply with the Bank's communication policies and standards including requirements on record keeping, use of electronic channels and data protection.

      2. Stakeholder communications shall be conducted only through Bank approved communication channels.

      3. Only authorised persons may issue external communications on behalf of the Bank.

      4. Only authorised commitments shall be made to regulators on behalf of the Bank.

      5. Communications involving material, price-sensitive, restricted or confidential information shall strictly be subject to appropriate internal and regulatory approvals prior to release.

   4. FEEDBACK, COMPLAINTS AND ESCALATION

      The Bank shall maintain appropriate mechanisms to receive and respond to stakeholder feedback and enquiries, manage complaints in a fair, timely and transparent manner, and escalate material stakeholder concerns in line with existing policies and standards.

      4.4. SHAREHOLDER APPROVAL

      Shareholders delegate authority to the Board to approve the regular review, updating and refinement of this Policy in the ordinary course of business to ensure continued alignment with applicable laws, regulations and governance best practice.

5. DISCLOSURE AND REGULATORY COMPLIANCE

   Appropriate disclosures relating to this Policy and its implementation shall be made in the

   Company's website, and annual report.

6. RELATED DOCUMENTS

   This Policy operates within the Company's broader governance framework, alongside other

   internal policies and standards which continue to apply.

7. REVIEW OF POLICY

The Board will from time to time review this Policy to ensure its continued effectiveness.

STANDARD CHARTERED BANK KENYA LIMITED

‌CORPORATE DISCLOSURE POLICY

1. INTRODUCTION AND PURPOSE

   This Corporate Disclosure Policy (the "Policy") establishes the overarching principles for high standards of disclosure of information by Standard Chartered Bank Kenya Limited (the "Bank").

2. SCOPE AND APPLICATION

   This Policy governs disclosures made through public announcements, regulatory filings, shareholder and general meeting communications, periodic reporting and the Bank's approved digital platforms, as required by applicable laws.

3. POLICY PRINCIPLES

   The Bank's disclosure framework is guided by the following principles:

   • Materiality: Material information is disclosed promptly and within the timelines prescribed by applicable law and regulation.

   • Accuracy and Balance: Disclosures are factual, clear, balanced and not misleading, and provide sufficient information to support informed decision-making.

   • Equal and Fair Access: Material information is disclosed in a manner that ensures simultaneous and equitable access for shareholders, regulators and the market.

   • Regulatory Compliance: The Bank maintains compliance with all disclosure obligations.

4. POLICY REQUIREMENTS

   1. Governance and Oversight

      The Board has oversight of the implementation of this Policy.

   2. Material Information and Continuing Disclosure Obligations

      1. Material Information

         For purposes of this Policy, material information includes any information that may reasonably be expected to have a material effect on the price or value of the Bank's securities or may influence the investment or governance decisions of shareholders or investors.

         Material information includes, without limitation, information relating to:

         • financial performance, profit warnings and dividends;

         • changes in share capital, ownership or control;

         • mergers, acquisitions, disposals or other significant transactions;

         • appointment, resignation or cessation of Directors, the Company Secretary, auditors or key management;

         • material regulatory or legal developments;

         • significant litigation or disputes; and

         • any other information required to be disclosed.

           4.2.2 Continuing Disclosure Obligations

           The Bank shall comply with all continuing disclosure obligations, including the timely disclosure of material information to regulators, the Nairobi Securities Exchange and the public, and the publication of disclosures during non-trading hours where required.

   3. Public Announcements, Circulars and Electronic Communications

      Public announcements, circulars and shareholder communications shall be factual, clear and not misleading. Announcements shall contain all information necessary to enable informed decision-making, comply with applicable approval, submission and publication requirements.

      Electronic communications may be used where permitted by law and the Bank's constitutive

      documents.

   4. Cautionary Announcements

      The Bank shall issue cautionary announcements where:

      • negotiations, proposals or developments are ongoing, and confidentiality has been or may be breached; or

      • disclosure is necessary to prevent a false or disorderly market.

      Cautionary announcements shall be updated, withdrawn or replaced with substantive disclosures as circumstances evolve.

   5. Disclosure

      The Bank shall publish and maintain on its website, at a minimum: the Board Charter; annual and periodic financial statements and reports; notices of general meetings and related documentation; information on Board composition and committees; shareholder and investor information; and any other governance information required to be publicly disclosed.

   6. General Meetings and Shareholder Communication

The Bank shall convene and conduct general meetings in accordance with the Companies Act; provide shareholders with adequate, timely and accurate information ahead of meetings; and disclose resolutions and voting outcomes as required.

4.7 Governance Framework

The management of material information is governed by existing policies and standards, including those relating to market conduct, information barriers and conflicts management, and is operationalised through a disclosure governance framework comprising a Disclosure Panel and the Board.

The Disclosure Panel is an adhoc Management panel led by the Chief Executive Officer that supports the early identification and assessment of material information and determines whether matters should be escalated for formal consideration by the Board for disclosure. The Board is responsible for determining whether information constitutes material information and for approving the appropriate disclosure approach, including the timing, scope and content of any disclosures.

4.8. Shareholder Approval

Shareholders delegate authority to the Board to approve the regular review, updating and refinement of this Policy in the ordinary course of business to ensure continued alignment with regulations and governance best practice.

1. RELATED DOCUMENTS

   This Policy operates within the Company's broader governance framework, alongside other

   internal policies and standards which continue to apply.

2. REVIEW OF POLICY

The Board will review this Policy from time to time to ensure its continued effectiveness.

STANDARD CHARTERED BANK KENYA LIMITED

‌DISPUTE RESOLUTION POLICY

1. INTRODUCTION AND PURPOSE

   This Dispute Resolution Policy (the "Policy") establishes the overarching principles for the fair, timely and effective management of disputes involving Standard Chartered Bank Kenya Limited (the "Bank").

2. SCOPE AND APPLICATION

   This Policy applies to disputes involving the Bank, including disputes arising from client relationships, contractual or commercial arrangements, employment related matters, and regulatory processes.

3. POLICY PRINCIPLES

   The Bank's dispute resolution framework is guided by the following principles:

   • Dispute Avoidance: The Bank seeks to minimise disputes through clear communication, early engagement and proactive resolution of issues.

   • Objectivity: Disputes are managed impartially, objectively and in good faith, with due regard to the rights and interests of all parties.

   • Efficiency: Disputes are managed efficiently, resolved as promptly as practicable, and in a manner, proportionate to their nature, complexity and potential impact.

   • Constructive Resolution: Where appropriate, the Bank seeks to resolve disputes through constructive engagement or alternative dispute resolution mechanisms.

   • Confidentiality: Disputes are managed with appropriate confidentiality, subject to applicable legal, regulatory and disclosure obligations.

   • Compliance and Accountability: Disputes are managed in accordance with applicable laws and governance standards, with clear accountability for oversight and escalation.

4. POLICY REQUIREMENTS

   1. Governance and Oversight

      The Board has ultimate responsibility for ensuring that the Bank maintains an effective framework for the management and resolution of disputes.

      Oversight of dispute resolution is exercised through Management and relevant governance forums, in accordance with applicable delegation and authority frameworks.

   2. Dispute Resolution Framework

      The Bank manages disputes through established internal frameworks that support the early identification, assessment and appropriate resolution of disputes, and ensure escalation and reporting where required.

      The handling of disputes is governed by established governance frameworks, which set out specific roles, responsibilities, thresholds and processes.

      1. Stakeholder Dispute Resolution

         The Bank recognises that disputes may arise across different stakeholder groups and seeks to manage such disputes in a manner appropriate to the nature of the relationship and applicable governance frameworks.

         1. Clients

            Disputes with clients are managed in accordance with applicable consumer protection requirements, contractual arrangements and internal complaint-handling frameworks, with a focus on fair outcomes, transparency and timely resolution.

         2. Employees

            Employment related disputes and grievances are managed through applicable grievance and employee relations standards, including formal and informal resolution mechanisms, in a manner that promotes fairness, confidentiality and non-retaliation.

         3. Suppliers

            Disputes with suppliers and service providers are managed in accordance with contractual terms, applicable law and internal risk management frameworks, with due regard to commercial, legal and reputational considerations.

         4. Regulators

            Disagreements with regulators are managed through structured regulatory engagement and escalation processes, in accordance with applicable regulatory and governance frameworks.

         5. Shareholders and Investors

         Disputes involving shareholders or investors are managed in accordance with applicable law and the Bank's constitutive documents.

      2. Resolution of Board Level Disputes

         Any disputes or differences of view arising at Board level shall be managed in accordance with the Articles of Association, Board Charter, and applicable governance practices.

         Board level disputes are addressed through:

         • constructive discussion and collective decision-making at Board or Committee meetings;

         • facilitation by the Chair to encourage resolution and consensus, where appropriate; and

         • application of voting or escalation mechanisms as provided for in the Articles of Association.

           Where necessary, the Board may obtain independent professional advice to support the resolution of complex or sensitive matters.

           Nothing in this Policy limits the operation of the Articles of Association or the authority of the Board to manage its affairs in accordance with applicable law and governance instruments.

      3. Shareholder Approval

      Shareholders delegate authority to the Board to approve the regular review, updating and refinement of this Policy in the ordinary course of business to ensure continued alignment with regulations and governance best practice.

5. RELATED DOCUMENTS

   This Policy operates within the Company's broader governance framework, alongside other

   internal policies and standards which continue to apply.

6. REVIEW OF POLICY

The Board shall review this Policy from time to time to ensure its continued effectiveness.