NOTICE IS HEREBY GIVEN that the irteenth Annual General Meeting of THE CO-OPERATIVE BANK OF KENYA LIMITED will be held via electronic communication on Friday, 20th August, 2021 at 11.00 a.m. for the transaction of the following business: -

ORDINARY BUSINESS Note Following receipt of the questions and clarifications, the directors of the Company shall provide written responses 1. To read the notice convening the meeting and determine if 1. e Co-operative Bank of Kenya Limited has convened and to the questions received to the return physical address or a quorum is present. will conduct its irteenth Annual General Meeting via email address provided by the Shareholder no later than virtual/electronic means in line with e Companies 12 hours before the start of the general meeting. A full list 2. To ratify the Audited Consolidated Financial Statements of Act, 2015. of all questions received and the answers thereto will be the Company for the financial year ended 31st December published on the Company’s website not later than 2020 together with the Directors’ and Auditors’ report 2. Shareholders wishing to participate in the meeting should 12 hours before the start of the general meeting. thereon. register for the AGM by doing the following: 6. In accordance with Section 298(1) of the Companies Act, 3. To ratify a first and final dividend of Kshs. 1.00 per share in a) Dialing *483*809# for all Kenyan telephone networks shareholders entitled to attend and vote at the AGM respect of the year ended 31st December, 2020. and following the various registration prompts; or are entitled to appoint a proxy to vote on their behalf. A b) Send an email request to be registered to proxy need not be a member of the Company but if not the 4. Ratification of Election of Directors. [email protected] Chairman of the AGM, the appointed proxy will need access i) Mr. Patrick K. Githendu, Mr. Julius Sitienei and Mr. c) Shareholders with email addresses will receive a to a mobile telephone. A proxy form is available on the Godfrey K. Mburia being directors appointed under registration link via email through which they can use Company’s website via this link: Article 104A of the Company’s Articles under which to register http://www.co-opbank.co.ke. the majority and strategic shareholder of the In order to complete the registration process, shareholders Physical copies of the proxy form are also available at the Company, Co-opholdings Co-operative Society will need to have their ID/Passport Numbers which were following address: Image Registrars Limited oces, 5th Limited, nominates to the Board of the Company used to purchase their shares and/or their CDSC Account Floor Absa Towers (formerly Barclays Plaza), Loita Street seven (7) directors, retired by rotation and being Number at hand. For assistance shareholders should dial and at all the branches of the Company. A proxy must be eligible oered themselves for re-election in accor the following helpline number: (+254) 709 170 037/ 709 signed by the appointer or his attorney duly authorized in dance with Article 100 of the Company’s Articles of 170000 from 9:00 a.m. to 5:00 p.m. from Monday to Friday. writing. If the appointer is a body corporate, the instrument Association. Any shareholder outside Kenya should dial the helpline appointing the proxy shall be under the hand of an ocer or Co-opholdings Co-operative Society Limited had number to be assisted to register. duly authorized attorney of such body corporate. A already nominated them for re-election. completed form of proxy should be emailed to ii) In accordance with Article 100 of the Company’s 3. Registration for the AGM opens on 28th day of July, 2021 [email protected] or delivered to Image Registrars Limited, Articles of Association, Mr. John Murugu was due for at 9:00 am and will close on 18th day of August, 2021 at 5th Floor Absa Towers (formerly Barclays Plaza), Loita retirement by rotation and being eligible for 11.00 a.m. Street, P.O. Box 9287 – 00100 GPO, Nairobi, so as to be re-election oered himself for re-election. received not later than 18th August, 2021 at 11.00 a.m. iii) Mr. John Murugu an independent director having 4. In accordance with Section 283 (2) (c) of the Companies Act, Any person appointed as a proxy should submit his/her attained the age of 70 years, a vote of extension of his the following documents may be viewed on the Company’s mobile telephone number to the Company no later than service as a director of the Company in accordance website www.co-opbank.co.ke (i) a copy of this Notice and 18th August, 2021 at 11.00 a.m. Any proxy registration that with guideline 2.5.1of the Capital Markets Code of the proxy form; and (ii) the Company’s audited financial is rejected will be communicated to the shareholder Corporate Governance practices for Issuers of statements for the year ended 31st December, 2020. concerned no later than 18 th August, 2021 at 2.00pm to Securities to the Public, 2015 is sought. allow time to address any issues. iv) In accordance with the provisions of Section 769 of the e reports may also be accessed upon request by dialing Companies Act, 2015, the following directors being the USSD code above and selecting the Reports option. e 7. e AGM will be streamed live via a link which shall be members of the Board Audit Committee continue to reports and agenda can also be accessed on the livestream provided to all shareholders who will have registered to serve as members of the said Committee: - link. participate in the general meeting. Duly registered share i) Mrs. Weda Welton. holders and proxies will receive a short message service ii) Mr. Patrick K. Githendu. 5. Shareholders wishing to raise any questions or clarifications (SMS/USSD) prompt on their registered mobile numbers, iii) Mr. Benedict Simiyu. regarding the AGM may do so by: 24 hours prior to the AGM acting as a reminder of the AGM. iv) Mr. Lawrence Karissa. a) Sending their written questions by email to A second SMS/USSD prompt shall be sent one hour ahead v) Mr. Mwambia Wanyambura. agm 2021 [email protected]; of the AGM, reminding duly registered shareholders and b) Shareholders who will have registered to participate proxies that the AGM will begin in an hours’ time and 5. To ratify the remuneration of the Directors for the year in the meeting shall be able to ask questions via sms providing a link to the live stream. ended 31st December, 2020 and to authorize the Board to by dialing the USSD code above and selecting the fix the remuneration of Directors. option (ask Question) on the prompts; 8. Duly registered shareholders and proxies may follow the c) To the extent possible, physically delivering their proceedings of the AGM using the live stream platform, and 6. To ratify the re-appointment of Ernst and Young, Auditors written questions with a return physical address or may access the Agenda as well as Vote using the “VOTE” tab of the Company, having expressed their willingness to email addres to Image Registrars Limited, 5th Floor when prompted. Shareholders and proxies can also vote by continue in oce and to authorize the directors to fix their Absa Towers (formerly Barclays Plaza), Loita Street, dialling the USSD code above and the following prompts. remuneration. Nairobi, or; d) Sending their written questions with a return physical 9. A poll shall be conducted for all the resolutions put forward 7. Transact any other business, which may be properly address or email address by registered post to the in the notice. transacted at an Annual General Meeting. Company’s address at P. O. Box 48231 - 00100 Nairobi. 10. Results of the AGM shall be published on the Company’s Dated at Nairobi this 23rd day of July, 2021 website within 24 hours following conclusion of the Annual Shareholders must provide their full details (full names, General Meetings. By order of the Board ID/Passport Number/CDSC Account Number) when submitting their questions and clarifications. Shareholders are encouraged to continuously monitor the SAMUEL M. KIBUGI Company’s website, www.co-opbank.co.ke for updates COMPANY SECRETARY All questions and clarification must reach the Company on relating to the AGM. or before 18st August, 2021 at 11:00 am.

e Co-operative Bank of Kenya is licensed and regulated by the Central Bank of Kenya