KCB Group Plc. Proxy Form

KCB Group Plc.

Proxy Form

Group Company Secretary,

KCB Group Plc.,

Kencom House, Moi Avenue,

P. O. Box 48400 – 00100,

Nairobi, Kenya

I/WE……………………………………………………………………......................................................................................... of..............................……………………………………………………………………….

Being a shareholder of KCB Group Plc. hereby appoint ................................................................................................................................................................................

(see notes 2 and 3) (Name of proxy) of P. O. BOX….……………………….……… and whose mobile phone number for purposes of registration and

voting is …………………………………………….. OR FAILING WHOM, the Chairman of the Meeting in respect of my ……………………………………………………………..

(Number of shares). Please indicate here if you are appointing more than one proxy (including the mobile phone number of such proxy)

………………………………………….. (see note 3) as my/our proxy to attend, represent and vote for me/us on my/our behalf at the Annual General

Meeting of the Company to be held electronically on Thursday 25 May 2023 at 10.00 am and at any adjournment thereof.

Signed this ......................................................................... day of ................................................ 2023

Signature(s)

i) .......................................................................................................................................................... ii) .....................................................................................................................................

I/WE direct my/our proxy to vote on the following resolutions as I/WE have indicated by marking the appropriate box with an ‘X’. If no

indication is given, my/our proxy will vote or withhold his or her vote at his or her discretion and I/WE authorize my/our proxy to vote (or

withhold his or her vote) as he or she thinks t in relation to any other matte which is properly put before the Meeting.

Please clearly mark the box below to instruct your proxy how to vote.

Resolution For Against Withheld

Approve the Report and Financial Statements for the year ending 31 December 2022

Conrm the interim dividend of KShs. 1.00 per ordinary share paid on 13 January 2023 and approve

a nal dividend of KShs. 1.00 per ordinary share, payable, net of withholding tax, on or about 26 May

2023 to shareholders on the Register of Members at the close of business on 6 April 2023.

Re-election of Mr. Ahmed Mahmoud

Re-election of Dr. Obuya Bagaka

Re-election of C. S. National Treasury

Appointment of Ms. Anuja Pandit as a Director having been appointed by the Board to ll in a casual

vacancy and being eligible offers herself for re-election.

Appointment of Dr. Joseph Kinyua as a Director having been appointed by the Board to ll in a casual

vacancy and further, having attained the age of 70, retires from the Board and being eligible and

having expressed his willingness to continue serving as a director for re-election.

Audit Committee: In accordance with the provisions of Section 769 of the Companies Act, 2015, the

following directors, being members of the Board Audit Committee be elected to continue to serve

as members of the said Committee: (i) Mr. Lawrence Njiru, (ii) Mr. Ahmed Mahmoud (iii) Dr. Obuya

Bagaka (iv) Mrs. Alice Kirenge and (v) Ms. Anuja Pandit.

Approve the Directors’ Remuneration Report and authorize the Board to x the remuneration of

Directors.

Re-appoint Messrs. PriceWaterhouseCoopers, Certied Public Accountants, as the Auditors of the

Company until conclusion of the next Annual General Meeting and authorize the Directors to x the

remuneration of the Auditors.

Proxy Form

Electronic Communications Preference Form

Please complete in BLOCK CAPITALS

Full name of member(s): …………………………………………………………...........................................……………………………………………………………....……………….....................................…..

…………………………………………………………………………………............................................................................................................................................................................................................

Address: ......................……………………………………………………………………………........................................................................................................................................................................

CDSC No. (if known) …………………………………………………………………………………...............................................................................................................................................................

(This can be found on your CDSC Statement)

Mobile Number

Date: …………………………………………………………………………………...............................................................................................................................................................................................

Signature: ………………………………………………………………………………….....................................................................................................................................................................................

Please tick ONE of the boxes below and return to Image Registrars at P.O. Box 9287 – 00100 Nairobi, 5th Floor, Absa Towers

(formerly Barclays Plaza), Loita Street:

Approval of Registration

I/WE approve to register to participate in the virtual Annual General Meeting to be held on 25 May 2023.

Consent for use of the Mobile Number provided

I/WE would give my/our consent for the use of the mobile number provided for purposes of voting at the AGM

Notes:

1. If a member is unable to attend personally, this Proxy Form should be completed, duly signed and returned to reach the Company’s

share registrar, Image Registrars Limited, 5th Floor, Absa Towers (formerly Barclays Plaza), Loita Street, P. O. Box 9287 – 00100 Nairobi or

can be scanned and emailed to kcbshares@image.co.ke in PDF format, to arrive not later than 10:00 a.m. on Tuesday 23 May 2023 i.e.

48 hours before the meeting or any adjournment thereof.

2. In case of a member being a corporate body, the Proxy Form must be under given under its common seal or under the hand of an

ofcer or duly authorized attorney of such corporate body.

3. As a shareholder you are entitled to appoint one or more proxies to exercise all or any of your shareholder rights to attend and to speak

and vote on your behalf at the meeting. The appointment of the Chairman of the meeting as proxy has been included for convenience.

To appoint any other person as a proxy, delete the words “the Chairman of the Meeting or” and insert the full name of your proxy in

the space provided. A proxy need not to be a shareholder of the Company.

4. Completion and submission of the Proxy Form will not prevent you from attending the meeting and voting at the meeting in person, in

which case any votes cast by your proxy will be excluded.

5. A “vote withheld” option has been included on the Proxy Form. The legal effect of choosing this option on any resolution is that you will

be treated as not having voted on the relevant resolution. The number of votes in respect of which votes are withheld will, however, be

counted and recorded, but disregarded in calculating the number of votes for or against each resolution.