THE UGANDA INSTITUTE OF BANKING & FINANCIAL SERVICES BOARD REPORT TO AGM OFJULY 17, 2020 PRELIMINARY REMARKS Dear Patron, Council Members here present, Fellows, Associates, Ordinary and Student Members, Friends of the Institute, all protocol observed. I welcome you all to this unique 2020 Annual General Meeting of the Uganda Institute of Banking & Financial Services ,the first ever Scientific / virtual meeting of the Institute. Please take time to consider the Notice and Agenda of this Meeting as set out hereunder. I wish to take this opportunity to thank our Patron for gracing this occasion with his presence and for the support rendered to the Institute and the cause of promoting professionalism and inclusion in the financial services industry. I wish to recognize Chief Executives of Member Institutions and colleagues from the industry here present and thank them for their contribution to the Institute. I am also especially grateful to the Board of Directors for its dedicated service to the Institute. I thank the members of the Institute for their contribution to the life of the Institute without which the Institute would not be able to execute its mandate. I extend my gratitude to our development partners, our Legal Counsel, External Auditors and indeed, all our service providers for their contribution to the progress of the Institute. Last but not least, I thank our trainers and staff of the Institute for their dedicated service to the Institute. Thank you all! 1 THE UGANDA INSTITUTE OF BANKING & FINANCIAL SERVICES BOARD REPORT TO AGM OFJULY 17, 2020 NOTICE OF ANNUAL GENERAL MEETING NOTICE IS HEREBY GIVEN that the Annual General Meeting (“AGM”) of the Uganda Institute of Banking and Financial Services (“the Company”) for the year ended 31 December 2019 will be held via electronic communication (virtual/online meeting) on Friday 17 July 2020 at 9:00 a.m. to conduct the following business: Ordinary Business 1. To receive, consider and if approved, adopt the Company’s Audited Financial Statements for the year ended 31 December 2019, together with the reports of the Chairman, Directors and External Auditor thereon. 2. To consider, and if deemed fit, approve the re-appointment of PKF Certified Public Accountants as the Company’s external auditors for the financial year 2020 and to authorise the Directors to fix their remuneration for the year ending 31 December 2020. 3. To consider, and if deemed fit, appoint: a) Mr. Wilbrod Owor, Mr. Paul Senyomo, Mr. Clement Dodoo and Mr. Johnson Agoreyo who are due for retirement by rotation and offer themselves up for re-election in accordance with the Articles of Association. b) Directors to replace Mr. Mathias Katamba, Mr. Joram Kahenano, Mr. Elliot Mwebya and Ms. Veronica Namagembe who are due for retirement upon completion of their last term and are ineligible for re-election: i) Mr. Michael Karokora Mugabi and Mr. Samuel Kirubi as representatives of Banks: ii) Mr. Louis Kasekende and Mr. George Ochom as representatives of Fellows and Honorary Fellows: iii) Ms. Charity Mugumya as representative of the Central Bank; and iv) Mr. Shafi Nambobi as representative of the Microfinance Deposit-Taking Institutions. 4. To consider, and if deemed fit, appoint Mr. Tineyi Mawocha, Mr. Sanusi Lekan, Mr. Fabian Kasi and Ms. Anne Nakawunde as Council members. 2 THE UGANDA INSTITUTE OF BANKING & FINANCIAL SERVICES BOARD REPORT TO AGM OFJULY 17, 2020 Special Business 5. To consider and if appropriate, approve the membership restructuring proposal. 6. If the proposal in (5) above is approved, to consider and if appropriate, pass a Special Resolution amending the Company’s Memorandum and Articles of Association as detailed in the memorandum provided to members and available on the Company’s website. 7. To conduct any other business that may be conducted at the AGM of which due notice has been given. By Order of the Board Sebalu & Lule Advocates Company Secretary Thursday 25 June 2020 NOTES: 1. Due to the ongoing restrictions on public meetings by the Government of Uganda, members will not be able to attend the AGM in person. On 22 June 2020, the High Court of Uganda in Miscellaneous Cause No.120 of 2020 granted the Company leave to convene and conduct the AGM for the year ended 31 December 2019 by electronic means. 2. Members wishing to participate in the meeting should register for the AGM by sending an email to [email protected]. For assistance, members should dial the following number: 041 4349059 or 0777865485 from 9:00 a.m. to 3:00 p.m. from Monday to Friday. In the alternative, members may send an email to [email protected] for assistance during registration. 3. Registration for the AGM opens on Monday 29 June 2020 at 9:00 a.m. and will close on Wednesday 15 July 2020 at 3.00 p.m. Members will not be able to register after this time. 4. The following documents may be viewed on the Companies’ website at www.uibfs.or.ug (a) a copy of this Notice and the proxy form; (b) the Company’s Annual Report & Audited Financial Statements for the year ended 31st December 2019; (c) the profiles of all nominees for appointment; and (d) the proposed amendments to the Company’s Articles of Association; 3 THE UGANDA INSTITUTE OF BANKING & FINANCIAL SERVICES BOARD REPORT TO AGM OFJULY 17, 2020 5. Any member who is entitled to attend and vote at the Annual General Meeting is entitled to appoint a proxy to attend and vote in his/her stead. Such proxy must be a member of the Company. 6. A proxy form can be obtained from the Company’s website, head office on Plot 10 Buganda Road, Kampala or by contacting the Company Secretary on email at [email protected]. Proxy forms should be completed and returned to the Company Secretary by email or alternatively to the Registered Office of the Company so as to arrive not later than Wednesday 15 July 2020 at 3:00 p.m. 7. Duly signed proxy forms may be emailed to [email protected] in PDF format or delivered to the Company’s Registered Office. A proxy form must be signed by the appointor or his/her attorney duly authorized in writing. If the appointer is a body corporate, the instrument appointing the proxy shall be given under the Company’s common seal or under the hand of an officer or duly authorized attorney of such body corporate. 8. Members wishing to raise any questions or clarifications regarding any matter for discussion at the AGM may do so on or before Wednesday 15 July 2020 at 3:00 p.m. by: (a) sending their written questions by email to [email protected]; (b) asking their questions on the chat feature that on the Company’s website; (c) calling +256 777865485; or (d) to the extent possible, physically delivering or posting their written questions with a return physical, postal or email address to the Registered Office of the Company at the address above. Members must provide their full details (full names and membership constituency) when submitting their questions or clarifications. A full list of all questions received, and the answers thereto will be published on the Company’s website, www.uibfs.or.ug not later than 12 hours before the start of the AGM. 4 THE UGANDA INSTITUTE OF BANKING & FINANCIAL SERVICES BOARD REPORT TO AGM OFJULY 17, 2020 AGENDA OF THE ANNUAL GENERAL MEETING TO BE HELD ON 17 JULY 2020 AT 9.00 A.M. 1. Opening prayer 2. Welcome remarks by the Board Chairman 3. Ascertainment of quorum, registration of proxies and apologies 4. Adoption of Notice and Agenda of the Annual General Meeting 5. Confirmation and adoption of the minutes of the previous Annual General Meeting for the year ended 31 December 2018 held on 21st June 2019. 6. Presentation of the Board Report 7. Presentation of the Annual Report and Financial Statements for the year ended 31st December 2019. 8. Appointment of External Auditors for the year 2020. 9. Appointment and re-election of directors who have retired on rotation and have offered themselves up for re-election. 10. Appointment and election of directors to replace outgoing directors. 11. Appointment/election of council members. 12. Presentation and approval of the membership restructuring proposal. 13. Consideration of the Special Resolution to amend the Company’s Memorandum and Articles of Association. 14. Remarks by the Council President. 15. Remarks by the Patron. 16. Any Other Business: 5 THE UGANDA INSTITUTE OF BANKING & FINANCIAL SERVICES BOARD REPORT TO AGM OFJULY 17, 2020 MAIN REPORT 1. COVID -19 1.1. Virtual AGM Today we find ourselves in unprecedented times where we are unable to meet physically and our way of life and business disrupted by the COVID -19 Pandemic. In the Board meeting held on June 11, 2020, the Board with the advice of the company secretary Sebalu and Lule Advocates agreed to have a virtual AGM to ensure continuity of the Institute’s business that would be dependent on the AGM. As provided for by law, a court order allowing the Institute to convene the virtual AGM by electronic means was obtained. We are grateful for the opportunity to meet despite the prevailing restrictions and circumstances. 1.2. Status of the Institute On a good note, I wish to inform the AGM that while the Institute’s training activities have been gravely affected by the effects of the pandemic, the institute has continued to operate with support from the members contributions. Furthermore, the management of the Institute has embarked on migrating face to face training programs to the existing e-learning platform and continues to engage and train both trainers and students to embrace the new approach.