Centum Investment : 55th AGM Minutes - Draft

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CENTUM INVESTMENT COMPANY PLC.

MINUTES OF THE 55TH ANNUAL GENERAL MEETING HELD AT TWO RIVERS, LIMURU ROAD, NAIROBI AND

VIRTUALLY ON FRIDAY 15TH SEPTEMBER 2021 AT 8:00 AM.

PRESENT
Dr. L. Macharia	Acting Chairperson (by physical attendance)
Dr. J. Mworia	Chief Executive Officer (by physical attendance)
Dr. M. Ikiara	Director (by virtual attendance)
Mrs. M. Ngige	Director (by virtual attendance)

Ms. G. Magunga as proxy for Mr. C. Huka (alternate to Kenya Development Corporation Limited) (by virtual

attendance)
Mr. A. Musangi	Director (by virtual attendance)
Mrs. C. Igathe	Director (by virtual attendance)
Mr. W. Byaruhanga	Director (by virtual attendance)
Mrs. S. Wakhungu Githuku	Director (by virtual attendance)
IN ATTENDANCE
Ms. M. Agina	Company Secretary
Ms. R. Alaro	Chief Financial Officer
Mr. M. Mugasa	Partner, PricewaterhouseCoopers LLP
Mr. F. Murimi	Managing Director, Centum Capital Partners Ltd.
ABSENT WITH APOLOGIES
Dr. D. Kaberuka	Board Chairman

MIN.1/AGM/2022 - CONSTITUTION OF THE MEETING

1. Welcoming Remarks
   The Chairman called the meeting to order at 8:00 A.M, welcomed the members and appreciated their continued commitment to Centum by attending the Annual General Meeting.
2. Opening Prayer

The Chairman invited Mr. Fred Murimi to make the opening prayer.

1. Quorum
   The Company Secretary confirmed that the members present, both in person and by proxy, constituted a quorum for the Annual General Meeting.

d. Introductions

The Chairman introduced the directors of the Company, the Group CFO Ms. Risper Alaro, the Company Secretary Ms. Mical Agina and Mr. M. Mugasa, the representative of our external auditors PricewaterhouseCoopers.

e. Notice

Following confirmation that the meeting was quorate, the Chair called on the Company Secretary to read the Notice and Agenda for the 55th Annual General Meeting of Centum Investment Company Plc, which had been published in the national dailies and uploaded on the Company's website. The Company Secretary read the Notice and the Agenda, which was adopted as circulated, and thereafter thanked the Chair.

MIN.2/AGM/2022 - CONFIRMATION OF MINUTES

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The Chairman requested members to confirm the minutes of the 54th Annual General meeting of the Company which had been uploaded on the Company's website. The minutes were proposed and seconded, following which the members RESOLVED that the minutes be adopted as being a true and accurate account of the proceedings of the said meeting.

MIN. 3/AGM/2022 - REPORT OF THE AUDITORS, DIRECTORS, AND PRESENTATION OF THE AUDITED ACCOUNTS FOR THE YEAR ENDED 31ST MARCH 2022

The Chair gave a recap on the strategic objectives under Centum 4.0 noting to update members on the progress to date. It was noted that the company had five key pillars and strategic objectives under Centum 4.0 out of which three were financial and two non-financial. The Pillars were noted to be as follows:

1. Returns and Dividend Pay-out: the company had targeted to have a Net Asset Value of KES. 47.6 Bn by 31 March 2022 and had also targeted distribute a minimum of 30% of annuity cash income. It was noted that with respect to the NAV, management achieved KES. 41.3 Bn while the dividend declared between FY20, and FY 22 amounted to KES 1.4 Bn.
2. Capital Structure and Liquidity: The Company had targeted to repay the Company's long-term debt and enhance the value of the marketable securities. The Chair informed the members that since the commencement of the Centum 4.0 strategy they had paid down KES 13 bn of the total long-term debt that led to a 60% decline in finance costs. The Chair highlighted that the annuity cash income fully covered the operating costs and finance costs, translating to an operating profit of Kes 551Mn, 125% up from Kes 245 Mn in FY2021.
3. Operating Costs: The Chair reported that they maintained a 39% cost-to-income ratio versus 44% in the prior year.
4. Portfolio Focus: It was reported that the strategy is to invest in growth companies that meet the underlying consumer demand in the markets that they operate in, thereby offering significant scope for growth in value. As at 31 March 2022 the Marketable Securities Portfolio (MSP) and cash value stood at Kes 7.25Bn.
5. Organizational Effectiveness: The Company adopted a supervisory approach to portfolio management to ensure the companies attain operational autonomy and are well prepared for exit.

The Chair then gave the strategic actions to be undertaken particularly with respect to dividend payout noting that the Company targeted to improve the net operating cash profits which would enable sustainable enhancement of future dividend payouts without capital erosion.

The Chair also presented the Company's sustainability report noting that the Company's strategy and corporate

social responsibility was guided by the desire to make a sustainable impact along four CSR pillars which were education, infrastructure, healthcare, and entrepreneurship.

The Chair then invited the C. E. O, Dr. James Mworia, to make his presentation on the performance of the business for the year ended 31 March 2022. Dr. Mworia highlighted the company's performance and noted the Company's commitment to reduce the debt on the balance sheet and progressively increase the dividends pay-out. The CEO also highlighted the Company' s near term prioritises by noting that the Company was coming to an end of its Centum

4.0 strategy and the focus was to close the share price to NAV gap through monetizing mature assets, debt reduction and enhancement of the cash yielding asset pool.

The Chairman invited Mr. M. Mugasa, the representative of the Company's Auditors, PricewaterhouseCoopers who read their Report and opinion with respect to the audited financial results for the year ended 31st March 2022.

The adoption and approval for the Audited Accounts for the Financial year that ended on 31st March 2022, together with the Directors' and the Auditors' Reports, was proposed and seconded after which the motion was put to poll.

On conclusion of the poll, the votes were tallied by PricewaterhouseCoopers. The results of the poll were as follows:

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Motion	Votes For	Votes	Votes	Resolution passed
		Against	Withheld	(Yes/No)
To adopt and approve the accounts for the year ended	386,366,690	2,044	10,526	Yes.
31st March 2022 together with the Directors and Auditors
report thereon.
% of votes	100%	0%	0%

The poll results confirmed that the Audited Accounts for the financial year that ended on 31st March 2022, together with the Directors' and Auditors' Reports were adopted and approved by the members.

MIN. 4/AGM/2022: DECLARATION OF DIVIDENDS

The Chairman tabled the motion of a first and final dividend of Kshs. 0.587 per ordinary share for the year ended 31st March 2022.The approval of the declaration for a first and final dividend for the financial year ended 31st March 2022 was proposed and seconded after which the motion was put to a poll.

On conclusion of the poll, the votes were tallied and verified by PricewaterhouseCoopers. The results of the poll were as follows:

Motion	Votes For	Votes	Votes	Resolution passed
		Against	Withheld	(Yes/No)
To declare the first and final dividend of Kshs. 0.587	380,753,007	5,530,517	95,736	Yes.
per ordinary share for the year ended 31st March 2022
% of votes	98.54%	1.43%	0.02%

The poll results confirmed that the declaration of first and final dividend for the financial year that ended on 31st March 2022 was approved.

MIN.5/AGM/2022: REMUNERATION OF DIRECTORS

The Chairman tabled the motion on the remuneration of directors. The approval of the remuneration of directors for the financial year ended 31st March 2022 was proposed and seconded after which the motion to put to poll.

On conclusion of the poll, the votes were tallied and verified by PricewaterhouseCoopers. The results of the poll were as follows:

Motion	Votes For	Votes	Votes	Resolution passed
		Against	Withheld	(Yes/No)
To declare the first and final dividend of Kshs. 1.20	385,442,125	14,426	922,709	Yes.
per ordinary share for the year ended 31st March 2022
% of votes	99.76%	0%	0.24%

The poll results confirmed that the directors' remuneration for the financial year that ended 31st March 2022 was approved.

MIN.6/AGM/2022: ELECTION FO DIRECTORS

The Chairman tabled the motion for approval for re-election of Dr. Laila Macharia and Mrs. Catherine Igathe Directors retiring by rotation.

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The approval of the appointment of Dr. Laila Macharia, Mrs. Catherine Igathe and Ms. Catherine Mturi-Wairi as Directors due to retire by rotation was proposed and seconded after which the motion to put to poll.

The Chair tabled a motion for the election of Ms. Catherine Mturi-Wairi who was appointed during the financial year, to fill a casual vacancy on the Board. She retires in accordance with the provisions of Article 92 of the Company's Articles of Association, and being eligible, offers herself up for election.

The election of Ms. Catherine Mturi-Wairi as a Director in the Company was proposed and seconded after which the motion was put to poll.

On conclusion of the poll, the votes were tallied and verified by PricewaterhouseCoopers. The results of the poll were as follows:

Motion	Votes For		Votes		Votes	Resolution
			Against		Withheld	passed (Yes/No)
To approve the re-election of Dr. Laila Macharia as a	386,150,585		169,074		55,775	Yes.
Director due to retire by rotation, but eligible for re-
election
% of votes	99.94%		0.04%		0.02%
To approve the re-election of Mrs. Catherine Igathe as						Yes.
a Director to for retire by rotation, but eligible for re-	380,382,386		5,571,641		421,407
election
% of votes	98.45%		1.44%		0.11%
To approve the re-election of Ms. Catherine Mturi-					453,731	Yes.
Wairi as a Director due for retire by rotation, but	380,395,246		5,526,457
eligible for re-election
% of votes	98.45%		1.43%		0.12%

The poll results confirmed that the re-election of Dr. Laila Macharia, Mrs. Catherine Igathe and Ms. Catherine Mturi- Wairi as Directors retiring by rotation was approved.

MIN.7/AGM/2022: APPOINTMENT OF MS. CATHERINE MTURI-WAIRI, DR. LAILA MACHARIA, DR. MOSES IKIARA, MRS. CATHERINE IGATHE AND MR. CHRISTOPHER HUKA (REPRESENTING KENYA DEVELOPMENT CORPORATION LIMITED) AS AUDIT COMMITTEE MEMBERS

The Chairman informed the meeting that pursuant to section 769 (1) of the Companies Act No. 17 of 2015, to ratify the

appointment of Catherine Mturi-Wairi, Dr. Laila Macharia, Catherine Igathe, Dr. Moses Ikiara and Mr. Christopher Huka (representing Kenya Development Corporation Limited) as Audit Committee members.

The appointment of Catherine Mturi-Wairi, Dr. Laila Macharia, Catherine Igathe, Dr. Moses Ikiara and Mr. Christopher Huka (representing Kenya Development Corporation Limited) as members of the Audit Committee was proposed and seconded after which the motion was put to poll.

On conclusion of the poll, votes were tallied and verified by the Company's independent auditors, PricewaterhouseCoopers. The results of the poll were as follows:

Motion	Votes For	Votes	Votes	Resolution
		Against	Withheld	passed (Yes/No)
To ratify the appointment of Catherine Mturi-Wairi,	380,358,386	5,707,423	306,625	Yes.
a Director of the Company, as the Chairperson of the
Audit Committee
% of votes	98.44%	1.48%	0.08%

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To ratify the appointment of Dr. Laila Macharia, a			118,207	Yes.
Director of the Company, as a member of the Audit	386,090	164,995
Committee
% of votes	99.93%	0.04%	0.03%
To ratify the appointment of Catherine Igathe, a				Yes.
Director of the Company, as a member of the Audit	380,398,659	5,513,168
Committee			461,607
% of votes	98.45%	1.43%	0.12%
To ratify the appointment of Dr. Moses Ikiara, a			170,662	Yes.
Director of the Company, as a member of the Audit	386,192,172	10,600
Committee
% of votes	99.96%	0%	0.04%
To ratify the appointment of Mr. Christopher Huka				Yes.
(representing Kenya Development Corporation	386,044,536	156,205
limited), a Director of the Company, as a member of	162,773
the Audit Committee
% of votes	99.92%	0.04%	0.04%

The poll results confirmed the following motions were passed by the members:

i.That the appointment of Ms. Catherine Mturi-Wairi as the chairperson of the Audit Committee was ratified. ii.That the appointment of Dr. Laila Macharia as a member of the Audit Committee was ratified.

iii.That the appointment of Mrs. Catherine Igathe as a member of the Audit Committee was ratified. iv.That the appointment of Dr. Moses Ikiara as a member of the Audit Committee was ratified.

v.That the appointment of Mr. Christopher Huka representing Kenya Development Corporation Limited as a member of the Audit Committee was ratified.

MIN.8/AGM/2022: Directors Above the age of Seventy (70) years

The Chairman tabled the motion for approval for continuation in office as a director, by Dr. Donal Kaberuka, a director who attained the age of seventy (70) years.

The approval of the appointment of Dr. Donald Kaberuka as a Director who had attained the age of seventy (70) was proposed and seconded after which the motion to put to poll.

On conclusion of the poll, the votes were tallied and verified by PricewaterhouseCoopers. The results of the poll were as follows:

Motion	Votes For	Votes	Votes		Resolution passed
		Against	Withheld		(Yes/No)
To approve the continuation in office by Dr. Donald	385,888,721	210,275			Yes.
Kaberuka, as a director, who has attained the age of			264,408
seventy (70) years, until he next comes up for
retirement by rotation.
% of votes	99.88%	0.05%	0.07%

The poll results confirmed the continuation in office by Dr. Donald Kaberuka as a Director who had attained the age of seventy (70) years was approved.

MIN.9/AGM/2022: APPOINTMENT AND REMUNERATION OF EXTERNAL AUDITORS

The Chairman informed the meeting that the Board recommended the appointment of PricewaterhouseCoopers as the Company's auditors. The appointment of PricewaterhouseCoopers as external auditors for the Company for the financial year beginning 1st April 2022 was proposed, seconded after which the motion was put to poll.