CalBank : Shareholder AGM Resolutions pack 2022 (2.3m)

For Full 2021 Annual report, click onhttps://calbankagm.com/

Shareholder pack Annual General Meeting

May 2022

Contents Page

Notice of virtual-only annual general meeting 2

Note 3

Resolutions to be passed 4

Proxy form 6

1

NOTICE OF VIRTUAL ONLY ANNUAL GENERAL MEETING OF CALBANK PLC

NOTICE IS HEREBY GIVEN that the Annual General Meeting of CalBank PLC will be held VIRTUALLY at 10 a.m. on Thursday, 5th May 2022 and shall be streamed live to all shareholders of CalBank PLC to transact the following business:

AGENDA

ORDINARY BUSINESS

1. To receive and consider the accounts of the Bank, and the reports of the directors and the

• external auditor thereon, for the year ended December 31, 2021.

• 2. To re-elect to the Board of the Bank the following directors retiring by rotation:

  • • Rosalind Nana Emela Kainyah

  • • Joseph Rexford Mensah

  • • Solomon Asamoah

• 3. To declare a dividend (subject to approval by Bank of Ghana).

• 4. To approve the remuneration of the directors.

• 5. To authorise the directors to fix the fees of the external auditor.

Dated 5th April 2022

BY ORDER OF THE BOARD

VERITAS ADVISORS LIMITED COMPANY SECRETARY

NOTES

• 1. Attendance and participation by all members and/or their proxies in this year's annual general meeting of the Company shall be strictly virtual (i.e. by online participation).

• 2. A member entitled to attend and vote at the annual general meeting may appoint a proxy to attend (via online participation) and vote on his/her behalf. Such a proxy need not be a member of the Company.

• 3. The appointment of a proxy will not prevent a member from subsequently attending and voting at the meeting (via online participation). Where a member attends the meeting in person (participates online), the proxy appointment shall be deemed to be revoked.

• 4. A copy of the PROXY FORM can be downloaded from:https://calbankagm.com and may be completed and sent via email to:[e-mail] or deposited at the registered office of the Registrar of the Company, Central Securities Depository (GH) Limited, 4th floor, Cedi House, Accra or posted to the Registrar at PMB CT 465 Cantonments, Accra to arrive not later than 10.00 GMT on Tuesday, 3rd May, 2022.

• 5. Accessing and Voting at the Virtual AGM

  A unique token number will be sent to shareholders by email and/or SMS from April 13, 2022, to give them access to the meeting. Shareholders who do not receive this token can contact the CSD on:

  [e-mail] call 030 290 6576 / 054 582 2865 / 054 582 2920 / 054 5823198 any time after April 13, 2022 but before the date of the AGM to be sent the unique token.

  To gain access to the Virtual AGM, shareholders must visithttps://calbankagm.com and input their unique token number on Thursday, May 5, 2022. For shareholders who do not submit proxy forms to the Registrar of the Company prior to the meeting, they may vote electronically during the Virtual AGM, again using their unique token number.

Further assistance on accessing the meeting and voting electronically can be found onhttps://calbankagm.com.

For further information, please contact:

Central Securities Depository (GH) Limited, 4th floor, Cedi House, Accra

Tel: [phone]

Email:[e-mail]

3

RESOLUTIONS TO BE PASSED AT THE 2022 ANNUAL GENERAL MEETING

The Board of Directors will propose the following ordinary resolutions, which will be put to the 2022 Annual General Meeting for consideration and approval:

ORDINARY RESOLUTIONS

RESOLUTION 1: - To receive and consider the accounts of the Bank, and the reports of the directors and the external auditor thereon, for the year ended December 31, 2021

The Board will lay before the Annual General Meeting for consideration the audited accounts of the Bank for 2021, and the reports of the directors and auditor thereon, as a true and fair view of the state of affairs of the Bank for the year ended December 31, 2021, and will propose the following resolution:

• • That the accounts of the company for the year ended December 31, 2021, and the reports of the directors and auditor thereon be and are hereby deemed duly considered.

RESOLUTIONS 2,3 & 4: - To re-elect to the Board of the Bank directors retiring by rotation

The following directors of the Bank: Joseph Rexford Mensah, Solomon Asamoah and Rosalind Nana Emela Kainyah, will retire in accordance with section 325 of the Companies Act, 2019 (Act 992) and article 78(b) of the Amended Constitution of the Bank. Joseph Rexford Mensah, Solomon Asamoah and Rosalind Nana Emela Kainyah, who are all eligible for re-election, have offered themselves to be re-elected as directors of the Bank. The Board will recommend that they be so re-elected and will propose the following resolutions:

RESOLUTION 2: That Ms. Rosalind Nana Emela Kainyah, who is retiring by rotation and who, being eligible, has offered herself for re-election in accordance with article 78 of the company's Constitution and section 325 of the Companies Act, 2019, be and is hereby re-elected as a director of the company.

RESOLUTION 3: That Mr. Joseph Rexford Mensah, who is retiring by rotation and who, being eligible, has offered himself for re-election in accordance with article 78 of the company's Constitution and section 325 of the Companies Act, 2019, be and is hereby re-elected as a director of the company.

RESOLUTION 4: That Mr. Solomon Asamoah, who is retiring by rotation and who, being eligible, has offered himself for re-election in accordance with article 78 of the company's Constitution and section 325 of the Companies Act, 2019, be and is hereby re-elected as a director of the company.

RESOLUTION 5: - To declare a dividend

The directors will recommend the declaration and payment of a dividend per share of GHS 0.14 for the year ended December 31, 2021, to qualifying shareholders, and will propose the following resolution:

• • That the recommendation of the directors for the declaration and payment of a final dividend of GHS 0.14 per share for the year ended December 31, 2021, be and is hereby approved.

RESOLUTIONS 6 & 7: - To approve the remuneration of the directors

In accordance with section 185 of the Companies Act, 2019 (Act 992), the Board will request that shareholders approve the remuneration of the executive and non-executive directors.