Umeme : AGM Notice

Notice of Annual General Meeting

Notice is hereby given that the Annual General Meeting (AGM) of Umeme Limited will be held as a hybrid meeting (comprising partly physical meeting to be held at Sheraton Hotel, Kampala and partly virtual meeting using electronic means) on Thursday 18th May, 2023 at 10:00 am to conduct the following business:

Ordinary Resolutions		rotation and being eligible, offer themselves for re-election:
1.	To receive, consider and if approved, adopt	the Company's Audited Financial	i. Patrick Bitature
	Statements for the year ended 31 December 2022 and the Directors and External	ii. Florence Namatta Mawejje
	Auditors reports thereon;
2.	To receive and adopt the recommendation of the Directors on the declaration of a	iii. Gerald Ssendaula
	final dividend for the year ended 31 December 2022.	5. To conduct any other business that may be conducted at the AGM.
3.	To approve the re-appointment of Ernst & Young Uganda as the External Auditors of	On behalf of the board,
	the Company for the year 2023 and to authorize the Board to set the auditor fees.
4.	To elect directors in place of those retiring.
			Shonubi, Musoke and Co Advocates

In accordance with the provisions of the Article 93, 94, 95 and 96 of the Company's	Company Secretary
Amended Articles of Association, the following Directors are due for retirement by
26 April 2023

Notes

Meeting Access Information

1. The Company shall conduct the Annual General Meeting (AGM) via hybrid means in accordance with Article 46 of the Amended Memorandum and Articles of Association.
2. To participate in the AGM, shareholders should register by following the instructions below;
3. 1. Dial *284*31# (Uganda mobile networks) or *483*806# (Kenya mobile networks) and follow the prompts, or;
   2. Send an email request to be registered to [e-mail] or;
   3. Shareholders with email addresses will receive a registration link via email through which they can register.

Shareholders will be provided with an option to register to participate in the meeting physically or virtually during registration.

In order to facilitate shareholder verification, a shareholder will be required to submit a valid identification document such as a National Identity card or passport number and or their SCD account details.

1. Registration will start on Tuesday 2nd May, 2023 at 9am and will close on Wednesday 17th May, 2023 at 10am. For support during the registration process, please call [phone] or [phone] or send an email to [e-mail].
2. The AGM will be streamed live at the scheduled time and date to registered shareholders who will receive a link to the event 24 hours before the AGM. Duly registered shareholders and proxies will receive a short message service (SMS/USSD) prompt on their registered mobile numbers 24 hours before the AGM, acting as a reminder of the AGM and providing a link to the live stream. A second SMS/USSD prompt shall be sent one hour ahead of the AGM. In registering to attend the AGM, a shareholder opts to receive these messages.
3. Shareholders wishing to raise any questions or clarifications regarding the AGM may do so by:
4. 1. Sending their written questions by email to [e-mail] or shareholder@ candrgroup.co.ug
   2. Shareholders who will have registered to participate in the meeting shall be able to ask questions via SMS by dialling the USSD code above and selecting the option (Ask Question) on the prompts or via Question Tab on the livestream link during the AGM.

1. 1. to the extent possible, physically delivering their written questions with return physical address to the Company Secretary at the address provided below.
   2. All questions received will be responded to via email or SMS or via the selected mode by the shareholder. A full list of all questions received, and the answers thereto will be published on the Company's website within 24 hours following conclusion of the Annual General Meeting.
2. Shareholders will receive an SMS prompt, with instructions, on their registered mobile phone number alerting them to Propose and Second the resolutions put forward in the notice.
3. Duly registered Shareholders and proxies may access the agenda and follow the proceedings of the AGM using the livestream platform.
4. Duly registered shareholders and proxies may vote (when prompted) using the live stream link or using the USSD prompts. Voting shall be done electronically using the VOTE tab on the live stream link or via USSD.
5. The audited financial statements, annual report, a notice of the AGM and proxy form will be uploaded onto the Company website at www.umeme.co.ug.

The reports may also be accessed upon request by dialling the USSD code above and selecting the Reports option. The reports and agenda can also be accessed on the livestream link.

AGM Rights

Umeme Limited Shareholders may attend, speak and vote at the AGM or may appoint one or more proxies (who need not be shareholders of the Company) to attend, speak and vote at the AGM on behalf of such shareholders. A proxy form is included in the 2022 Annual Report and is available on the Company's website www.umeme.co.ug.

Duly completed proxy forms must be returned to the Company Secretary at the addresses set out below to be received by not later than 17h00 on Tuesday 16th May 2023.

Dividend Payment

The dividend, if approved at the AGM, will be paid on or about 20th July, 2023 to shareholders whose names appear on the share register at close of business on 30th June, 2023.

Shareholders are advised to contact their brokers to update their bank account details. Shareholders desiring to receive their payments through mobile money are encouraged to visit the Company's Share Registrar, Custody & Registrars Services Uganda Ltd. on 4th Floor, Rm 403, Diamond Trust Building, Kampala Road to update their records.

Company Secretary	Custody and Registrars Services Uganda Ltd.
Shonubi, Musoke and Co. Advocates	12th Floor DTB Centre
SM Chambers	Kampala Road
Plot 14 Hannington Road	Kampala, Uganda
P.O.Box 3213	www.crsltd.co.ke
Kampala, Uganda
www.shonubimusoke.co.ug