THE UGANDA INSTITUTE OF BANKING AND FINANCIAL SERVICES MINUTES OF THE ANNUAL GENERAL MEETING HELD AT THE BANK OF UGANDA WESTERN GARDENS ON FRIDAY 21st JUNE 2019. PRESENT: The attendance list is provided under Schedule I to the minutes. RECORD OF ATTENDANCE: A record of attendance of members at the Annual General Meeting is provided under Schedule II to the minutes. IN ATTENDANCE: 1. Ms. Alice Nalwoga and Francis Kalanda- representing M/S Sebalu & Lule Advocates, Company Secretary. 2. Mr. Yunus Musoke - representing M/S Grant Thornton, the External Auditors. ADOPTED AGENDA: 1. Opening Prayer 2. Ascertainment of quorum, registration of proxies and apologies 3. Confirmation of Minutes of Previous Meeting and Matters Arising 4. Welcome Remarks by the Board Chairman and presentation of the Board Report 5. Presentation of Accounts and Auditor’s Report 6. Appointment of External Auditors for the year 2019 7. Appointment and re-election of a director 8. Ratification of reappointment of directors 9. Appointment / election of board and council members 10. Appointment / election of Council President and Deputy Council President 11. Remarks by the Council President 12. Remarks by the Patron 13. Closing prayer. Page 1 of 26 DELIBERATIONS MINUTE DISCUSSION AND RESOLUTION LED BY MIN 1/06/19 WELCOME REMARKS AND OPENING PRAYER The Chief Executive Officer (C.E.O), Mr. Anthony Mulindwa, Mr. Anthony Mulindwa welcomed all members in attendance to the meeting. He further welcomed the Board members and recognized the presence of the representative of the Patron as well as the Council President, Fellows, Associates, students and other members of the Institute. The meeting was called to order at 6.18 p.m. MIN 2/06/19 ASCERTAINMENT OF QUORUM, REGISTRATION OF PROXIES AND APOLOGIES Ms. Alice Nalwoga Confirmation of quorum was led by Ms. Alice Nalwoga of Sebalu & Lule Advocates. Upon establishing that the required minimum number of paid up members were in attendance, quorum for the meeting was duly constituted in accordance with Clause 35(a) of the Articles of Association of The Uganda Institute of Banking and Financial Services. The meeting was informed that there were 5 pre-registered proxies for the meeting. The proxies are noted in schedule 1 of the minutes. No apologies from members were noted. MIN 3/06/19 CONFIRMATION OF MINUTES OF PREVIOUS MEETINGS AND MATTERS ARISING Members were led through the minutes of the previous Annual Ms. Alice Nalwoga General Meeting by Ms. Alice Nalwoga with no amendment to the minutes. The minutes of the meeting held on the 8th June 2018 were adopted. MIN 4/06/19 WELCOME REMARKS BY THE BOARD CHAIRMAN AND PRESENTATION OF THE BOARD REPORT Mr. Mathias Katamba The Chairman Board of Directors, Mr. Mathias Katamba welcomed those in attendance to the meeting and proceeded to present the Board Report. A copy of his welcome remarks and the Board Report is attached under Schedule III to the minutes. MIN 5/06/19 PRESENTATION OF ACCOUNTS AND AUDITOR’S Page 2 of 26 REPORT The Institute’s audited accounts were presented by Mr. Richard Mr. Richard Ojwiya- Ojwiya-Oola, chairman of the Institute’s Audit and Risk committee Oola of the Board. He noted that the Institute’s total assets had dropped by 4% from UGX 2.65 bn in 2017 to UGX 2.49 bn in 2018 on account of: the drop in net current assets (cash and cash equivalents); that the Institute had no significant non- current liabilities and its current liabilities were sufficiently matched by current assets. Regarding cash flows, the Institute had closed the year with a positive cash balance of UGX 233 million largely driven by earnings from the East African Banking School. EXTERNAL AUDITOR’S OPINION: Mr. Yunus Musoke representing the External Auditor, M/S Grant Thornton, confirmed that the accounts as presented were a true representation of the performance of the Institute during the year Mr. Yunus Musoke 2018. Mr. Yunus Musoke further informed members that their role as External Auditors was to express an opinion on the financial statements of the Institute as prepared by Management, in accordance with International Financial Reporting Standards (IFRS). The External Auditor informed members that the audit evidence availed to them by management had been sufficient and appropriate to form a professional opinion to the effect that proper books of accounts had been kept by the Institute. The External Auditor informed members that the financial position as prepared fairly represented the true financial position of the Institute as at 31 December 2018 and that the financial statements had been prepared in accordance with both the IFRS and the Companies Act, 2012. The accounts for the year ended 31st December 2018 were received and adopted by the members. MIN 6/06/19 APPOINTMENT OF EXTERNAL AUDITORS FOR THE YEAR 2019 This agenda item was led by Mr. Richard Oola Ojwiya, the Mr. Richard Oola chairman of the Audit and Risk committee of the Board. Ojwiya Mr. Richard Oola Ojwiya informed the meeting that the Institute’s Board of Directors at its sitting of 27th April 2019 recommended the appointment of M/S PFK Certified Public Accountants, in the capacity of External Auditor to replace M/S Grant Thornton for a period of one year i.e. 2019. The motion to appoint M/S PFK Page 3 of 26 Certified Public Accountants was moved by Ms. Sylvia Muloni representing Standard Chartered Bank (U) Limited and seconded by Mr. Richard Ssekabira of Absa Bank Uganda Limited (formerly Barclays Bank (U) Limited). M/S PFK, Certified Public Accountants were appointed as the Institute’s External Auditors for the year 2019. MIN 7/06/19 APPOINTMENT AND RE-ELECTION OF A DIRECTOR This agenda item was led by Ms. Alice Nalwoga. Ms. Alice Nalwoga The meeting considered and, deemed it fit, to approve the reappointment of Mr. Richard Oola – Ojwiya as director (whose first term would be ending on 30th June 2019) for a second three year term in accordance with the provisions of the Company’s Articles of Association. MIN 8/06/19 RATIFICATION OF REAPPOINTMENT OF DIRECTORS This agenda item was led by Ms. Alice Nalwoga. Ms. Alice Nalwoga The Company ratified the reappointment of the following members as directors: a) Mr. Mathias Katamba; b) Mr. Joram Kahenano; c) Ms. Veronica Namagembe; and d) Mr. Elliot Mwebya. MIN 9/06/19 APPOINTMENT / ELECTION OF COUNCIL MEMBERS This agenda item was led by Ms. Alice Nalwoga. Ms. Alice Nalwoga The meeting considered and approved the appointment of the following nominees to the Company’s Council: a) Mr. Anthony Ndegwa; b) Mr. Arthur Isiko; c) Mr. Olalekan Sanusi; d) Mr. Dennis Kakeeto; e) Mr. Jesse Timbwa; and f) Mr. Edgar Byamah. MIN 10/06/19 APPOINTMENT / ELECTION OF COUNCIL PRESIDENT AND DEPUTY COUNCIL PRESIDENT The meeting considered and confirmed the appointment of the following nominees for Council President and Deputy Council President respectively: Mr. Julius Kakeeto – Council President; Ms. Mary Katarikawe – Deputy Council President. Page 4 of 26 MIN 11/06/19 REMARKS BY THE COUNCIL PRESIDENT The incoming Council President, Mr. Julius Kakeeto thanked members for confirming him as Council President and promised to work with everyone for the betterment of the Institute. A copy of his welcome remarks is attached under Schedule V to the minutes. MIN 12/06/19 REMARKS BY THE PATRON Mr. Solomon Oketcho, Executive Director Administration, Bank of Uganda represented the Patron, Prof. Emmanuel Tumusiime Mutebile, Governor Bank of Uganda. Mr. Oketcho delivered apologies from the Governor who had another engagement but had nevertheless wished members a fruitful deliberation. His remarks are attached as Schedule VI to the minutes MIN 13/06/19 CLOSING PRAYER The meeting ended at 7:15 pm and the attendees proceeded to a cocktail party. I CERTIFY THAT THIS IS A TRUE RECORD OF THE MINUTES OF THE ANNUAL GENERAL MEETING OF THE UGANDA INSTITUTE OF BANKING & FINANCIAL SERVICES THAT TOOK PLACE ON 21 JUNE 2019. __________________ __________________ Chairman Secretary SCHEDULE I ANNUAL GENERAL MEETING ATTENDANCE LIST Page 5 of 26 NAME ORGANIZATION COUNCIL MEMBERS 1. Mr. Julius Kakeeto Orient Bank Uganda Limited 2. Mr. James Onyutta FINCA - Uganda BOARD MEMBERS 1. Mr. Joram Kahenano (FCIB, FUIB) 2. Mr. Mathias Katamba dfcu Bank Limited 3. Mr. Paul Senyomo Mercantile Credit Bank Limited 4. Mr. Richard Oola – Ojwiya Uganda Development Bank 5. Mr. Wilbrod Humphrey Owor Uganda Bankers Association 6. Mr. Clement Dodoo Ecobank Uganda Limited CORPORATE MEMBER CHIEF EXECUTIVE OFFICERS 1. Ms.Mary Manyonga - proxy Guaranty Trust Bank 2. Ms. Patricia Ojangole -proxy Uganda Development Bank 3. Mr. Mugabi Michael Housing Finance Bank 4. Mr. Edgar Byamah KCB Bank Uganda Limited 5. Mr. Fred Mugisha ( Proxy) Stanbic Bank Uganda Limited 6. Ms. Sylvia Malomu (Proxy) Standard Chartered Bank Uganda Limited 7. Mr. Etoori T(ED) - Proxy Ugafode Microfinance Limited (MDI) 8. Mr. Jesse Timbwa ABC Capital Bank Uganda Limited 9. Mr. Martin Aceguese ( Proxy) Finance Trust Bank 10. Mr. Alfred kizza ( Proxy) NC Bank Uganda Limited 11. Mr. Sylver Kyeyune (Proxy) Pride Microfinance Limited (MDI) 12. Mr. Mathias Katamba dfcu Bank Limited 13. Mr. Paul Senyomo Mercantile Credit Bank Limited 14. Mr. Clement Dodoo Ecobank Uganda Limited 15. Mr. Julius Kakeeto Orient Bank Uganda Limited 16. Mr. James Onyutta FINCA - Uganda HONORARY FELLOWS AND FELLOWS 1. Mr. Leo Kibirango Financial Intelligence Authority 2. Mr. Bukumunhe Perez Seth Tenhwa 3. Mr. Erongot Jembrance 4. Mr. Kayinja Guster Bank of Uganda 5. Mr. Thambi Varghese FUIB Hon Diamond Trust Bank Uganda Limited ASSOCIATE MEMBERS Page 6 of 26 1. Ms. Kabuye Harriet Naggayi Opportunity Bank Uganda Limited 2. Mr. Ofumbi Paineto Uganda Institute of Banking and Financial Services 3. Mr.